TCR_Public/101022.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Friday, October 22, 2010, Vol. 14, No. 293

                            Headlines

6611 SOUTHPOINT: Voluntary Chapter 11 Case Summary
AEGIS MORTGAGE: Chapter 11 Liquidation Plan Approved
ALLY FINANCIAL: Board Declares Dividends on Preferred Stock
ALTIMA RESOURCES: Huntington Extends Forbearance to Feb. 16
AMERICAN INT'L: Said to Raise $17.8BB in HK IPO of AIA Unit

AMR CORP: Fitch Gives Positive Outlook
AMTRUST FINANCIAL: Seeks Exclusivity Extension; Draft Plan Formed
ANTIETAM FUNDING: Files for Chapter 11 in Connecticut
ANTIETAM FUNDING: Case Summary & Largest Unsecured Creditor
AWAL BANK: Bahrain Lender Files for Chapter 11 in New York

AWAL BANK: Case Summary & 20 Largest Unsecured Creditors
BIG BEND: Case Summary & 6 Largest Unsecured Creditors
BLUEWATER HLD: Case Summary & 19 Largest Unsecured Creditors
BRITTANY PLACE: Case Summary & 20 Largest Unsecured Creditors
C&D TECHNOLOGIES: To Pursue Ch. 11 if Debt-to-Equity Swap Fails

CASCADE FINANCIAL: Says Balance Sheet Restructuring Completed
CELLO ENERGY: Files for Bankruptcy Following Civil Judgment
CELLO ENERGY: Case Summary & 20 Largest Unsecured Creditors
CHINA INSONLINE: Gets Letter From Nasdaq on Continued Listing
CLST HOLDINGS: Posts $666,000 Net Loss in August 31 Quarter

COLONIAL BANCGROUP: BofA Sues FDIC Over Taylor Bean Losses
CONSOLIDATED HORTICULTURE: Gets Nod to Hire Epiq as Claims Agent
CONSOLIDATED HORTICULTURE: Taps Jones Walker as Bankr. Counsel
CONSOLIDATED HORTICULTURE: Wants Pachuiski as Delaware Counsel
COZUMEL CARIBE: Bankruptcy Court Approves Chapter 15 Petition

CRENSHAW HALL: Case Summary & 9 Largest Unsecured Creditors
CROSSROADS ENTERPRISES: Case Summary & Creditors List
CROWNBROOK DEBCO: Fifth Street Wants Dismissal of Bankruptcy Case
CUSTOM CABLE: Wins Nod to Sell Assets to ComVest Capital
DN & DM: Voluntary Chapter 11 Case Summary

DOWNEY FINANCIAL: Adv. Proceeding Ordered for FDIC Refund Battle
DYNEGY INC: Board Asks Stockholders to Vote for Sale to Blackstone
EARTHRENEW CORP: Files for Protection from U.S. Creditors
EARTHRENEW CORPORATION: Chapter 15 Case Summary
EARTHRENEW IP: Chapter 15 Case Summary

EMISPHERE TECHNOLOGIES: Files Prospectus on Resale of 8MM Shares
EMIVEST AEROSPACE: Case Summary & 20 Largest Unsecured Creditors
EQK BRIDGEVIEW: Asks for Court's OK to Use Cash Collateral
ESCOM LLC: Selling Sex.com Domain to Clover for $13 Million
FANNIE MAE: Regulator Hires Quinn Emmanuel to Assist in Probe

FIDELITY PROPERTIES: Has Until October 29 to File Chapter 11 Plan
FIRST NATIONAL BUILDING: Cases Transferred to W.D. Okla.
FORMTECH INDUSTRIES: PBGC Assumes Underfund Pension Plan
FRANK ELIOPOULOS: Case Summary & 20 Largest Unsecured Creditors
FRANKLIN PLACE: Case Summary & 20 Largest Unsecured Creditors

FREDDIE MAC: Director Rose Doesn't Hold Securities Yet
FREDDIE MAC: Regulator Hires Quinn Emmanuel to Assist in Probe
FREDDIE MAC: Sells 0.375% $5 Bil. 2-Yr. USD Reference Notes
GENERAL GROWTH: Plan of Reorganization Confirmed by Court
GENERAL GROWTH: To Distribute Shares on November 1

GENERAL MOTORS: Parties File Objections to Old GM Plan Outline
GENERAL MOTORS: To Add Chicago as Mediation Location
GENERAL MOTORS: US TREASURY Wants Unsecureds Plea on "Deal" Denied
GENERAL MOTORS: Wants to Enforce Wind-Down Order on Rose, et al.
GOLF PROPERTY: Case Summary & 5 Largest Unsecured Creditors

GTC BIOTHERAPEUTICS: LFB Bids to Take GTC Private at $0.28 Apiece
HANGER ORTHOPEDIC: Moody's Assigns 'B3' Rating on $200-Mil. Notes
HANGER ORTHOPEDIC: S&P Raises Corporate Credit Rating to 'BB-'
HARRISBURG, PA: Has $330,000 Cash; Faces $1.2MM Payroll Next Week
HORIZON NEVADA: Case Summary & Largest Unsecured Creditor

HOST HOTELS: S&P Assigns 'BB+' Rating on $500 Mil. Senior Notes
INFOLOGIX INC: Discloses NASDAQ Panel Decision to Delist Stock
INNKEEPERS USA: Midland Opposes Committee Retention of Jefferies
JAMES CHEELEY: Case Summary & 15 Largest Unsecured Creditors
JAPAN AIRLINES: Green Wants Surrender of 5th Ave. Building

JAPAN AIRLINES: In Talks With Lenders for Additional Loans
JAPAN AIRLINES: US DOT Tentatively OKs Antitrust Immunity Plea
JERRY BURKE: Case Summary & 2 Largest Unsecured Creditors
JOHN CHICKERING, JR.: Case Summary & Creditors List
JOSE MARTINEZ: Case Summary & 17 Largest Unsecured Creditors

JUMBOLAIR INC: Gissy Offers to Buy Defaulted Note for $2 Million
KIMMIK CORPORATION: Voluntary Chapter 11 Case Summary
L RAMON BONIN: Still Working on Projections, Wants Plan Extension
L. STERLING: Case Summary & 11 Largest Unsecured Creditors
LEHMAN BROTHERS: Creditors Back $45 Million SunCal Settlement

LIONS GATE: BC Securities Commission Grants Cease Trading Plea
LUIS LONGORIA: Case Summary & 16 Largest Unsecured Creditors
M & A LAXMI: Case Summary & 6 Largest Unsecured Creditors
MANHATTAN LOAN: Case Summary & 12 Largest Unsecured Creditors
MARIA SANTOS FRANCO: Case Summary & 13 Largest Unsecured Creditors

MARKET DEVELOPMENT: Chapter 11 Reorganization Case Dismissed
MARKWEST ENERGY: Moody's Assigns 'B1' Rating to $500 Mil. Notes
MASSEY ENERGY: S&P Puts 'BB-' Rating to CreditWatch Developing
MCCLATCHY COMPANY: Reports $12 Million Net Income for 3rd Quarter
MEG ENERGY: S&P Raises Corporate Credit Rating to 'BB'

MEREDITH WINBORN: Case Summary & 10 Largest Unsecured Creditors
MERUELO MADDUX: Legendary & Hartland Plans Sent to Creditors
MESA AIR: Creditors Committee to Get Co-Exclusivity for Plan
MESA AIR: Disclosure Statement Hearing Postponed to Nov. 10
METALDYNE LLC: Moody's Affirms 'B1' Corporate Family Rating

METRO-GOLDWYN-MAYER: Icahn Wants to Buy Debt; Nixes Spyglass Deal
MICHAEL CHANDLER, SR.: Case Summary & Creditors List
MS GRAND: Case Summary & 20 Largest Unsecured Creditors
NCD DEVELOPMENT: Files List of 10 Largest Unsecured Creditors
NCD DEVELOPMENT: Files Schedules of Assets & Liabilities

NCD DEVELOPMENT: Section 341(a) Meeting Scheduled for Nov. 12
NCD DEVELOPMENT: Taps Randy Ford Taub as General Bankr. Counsel
NICHOLASVILLE GREENS: Case Summary & 15 Largest Unsec Creditors
NORTEL NETWORKS: Court Approves $65 Mil. Sale of Switch Business
NORTEL NETWORKS: Proposes Blade Tech. Indemnification Pact

NORTEL NETWORKS: Resolves Price Adjustment Dispute With Avaya
NORTEL NETWORKS: Sets Cross-Border Claims Settlement Rules
NORTH AMERICAN PETROLEUM: Nov. 22 Deadline for Proofs of Claim
NORTHFIELD INVESTMENTS: Case Summary & Creditors List
NOVELOS THERAPEUTIC: Stockholders OKs 200% Increase in Shares

NUTRACEA INC: Appoints FTI Consulting as Plan Agent
OAK KNOLL: Case Summary & 10 Largest Unsecured Creditors
OLLY'S RETAIL: Parent to Launch Kids' Clothing Line, Web Site
OMAR SPAHI: Reorganization Case Dismissed at Request of NCB
ORANGE GROVE: Has Until December 30 to Propose Reorganization Plan

PACIFIC AVENUE: Bankruptcy Administrator Forms Creditors Committee
PACIFIC LUMBER: 5th Cir. Says Scopac Noteholders Have Admin. Claim
PARK AVENUE BANK: Okla. Regulator Sues Former Exec, Oppenheimer
PEARLAND SUNRISE: City Nat'l Bank Suit Transferred to W.D. Tex.
PENNYRILE SENIOR: Case Summary & 8 Largest Unsecured Creditors

PETROLEUM & FRANCHISE: Hearing on Further Cash Use Set for Oct. 26
POTOMAC ENVIRONMENTAL: Case Summary & 20 Largest Unsec Creditors
PREFERRED PROPERTIES: Reorganization Case Converted to Chapter 7
PRIUM LAKEWOOD: Case Summary & 20 Largest Unsecured Creditors
PT-1 COMMUNICATIONS: Claim Order Not "Entered Without a Contest"

RADIOSHACK CORP: Fitch Keeps Low-B Ratings, Gives Stable Outlook
RANDAZZO PROPERTIES: Case Summary & Largest Unsecured Creditor
RAUL VALDERRAMA: Case Summary & 20 Largest Unsecured Creditors
REALTY FINANCE: Chapter 7 Filing Among Options
ROBINO-BAY COURT: Wants Until October 29 to File Schedules

ROCK & REPUBLIC: Has Until Oct. 21 to Justify Non-Disclosure
ROMEO SANTORO: Case Summary & 6 Largest Unsecured Creditors
ROPER BROTHER: Plan Confirmation Hearing Set for November 3
SAGECREST FINANCIAL: Antietam Files for Chapter 11 in Connecticut
SELF STORAGE: Failure to File MORs, Cash Use Motion Cue Dismissal

SIFY TECHNOLOGIES: Gets NASDAQ Deficiency Letter on Late Filing
SOUTHWEST EQUITY: Voluntary Chapter 11 Case Summary
STEPHEN JEFFCO: Case Summary & 19 Largest Unsecured Creditors
SYDNEY KING: Voluntary Chapter 11 Case Summary
TAMARACK RESORT: Court Denies $2-Million DIP Loan Proposal

TAYLOR & BISHOP: Taps MCA Financial as Financial Advisor
TAYLOR BEAN: BofA Sues FDIC Over Mortgage Losses
TAYLOR BEAN: Gissy Offers to Buy Jumbolair Note for $2 Million
TF PUERTO RICO: Case Summary & 20 Largest Unsecured Creditors
TIGRENT INC: Consultant Named Interim Chief Financial Officer

TOMKINS PLC: Moody's Downgrades Ratings on Senior Notes to 'B2'
TOUCH AMERICA: Milbank Settles Document Row
TRENTON LAND: Has Until March 31 to Propose Chapter 11 Plan
TRIDIMENSION ENERGY: Agrees to Sell Assets to Sanchez Resources
ULTIMATE ESCAPES: Sends E-Mail to Members Regarding Oct 18 Auction

ULTIMATE ESCAPES: Accepts Offers for Number of Assets
UNIVISION COMMUNICATIONS: Fitch Puts B+/RR3 Rating to $750MM Notes
UNIVISION COMMUNICATIONS: S&P Puts 'B' Rating to $750 Mil. Notes
VALENCE TECH: Berg & Berg Loans $2.5 Million at 3.5% Per Annum
VANESSA WHITE: Case Summary & Largest Unsecured Creditor

VE&E-NEVADA, LLC: Case Summary & 12 Largest Unsecured Creditors
VERTAFORE INC: Moody's Assigns 'Caa1' Rating to $260 Mil. Loan
VERTAFORE INC: S&P Affirms 'B' Corporate Credit Rating
VITESSE SEMICONDUCTOR: To Hold Annual Meeting on January 19
WASHINGTON TIMES: Faces Involuntary Bankruptcy Petition

WASHINGTON TIMES: Involuntary Chapter 11 Case Summary
XODTEC LED: Posts $843,400 Net Loss in August 31 Quarter

* Former Greenberg Associate Admits to $500K Theft
* High-Yield Bond Defaults in U.S. Remain 'Well Below Average'
* Neuberger's Distressed Debt Fund Raises $244MM in Share Sale

* BOOK REVIEW: The Folklore Of Capitalism

                            *********

6611 SOUTHPOINT: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: 6611 Southpoint Parkway, LLC
          dba Jacksonville Self Storage
        7880 Gate Parkway, Suite 300
        Jacksonville, FL 32256

Bankruptcy Case No.: 10-09093

Chapter 11 Petition Date: October 19, 2010

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

Judge: Paul M. Glenn

Debtor's Counsel: Bradley R. Markey, Esq.
                  STUTSMAN, THAMES & MARKEY P.A.
                  50 N Laura Street, Suite 1600
                  Jacksonville, FL 32202-3614
                  Tel: (904) 358-4000
                  Fax: (904) 358-4001
                  E-mail: BRM@stmlaw.net

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

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

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

The petition was signed by Mike Ashourian, manager of Milklaine,
LLC, Debtor's managing member.


AEGIS MORTGAGE: Chapter 11 Liquidation Plan Approved
----------------------------------------------------
Aegis Mortgage Corp. gained court approval of its Chapter 11
liquidation plan Wednesday, ending an uncharacteristically
cooperative bankruptcy for a mortgage lender capsized by the
subprime crisis, Bankruptcy Law360 reports.

According to Law360, Judge Brendan L. Shannon signed off on the
plan in the U.S. Bankruptcy Court for the District of Delaware
after the debtors resolved objections by the U.S. Internal Revenue
Service.

                   About Aegis Mortgage Corporation

Headquartered in Houston, Texas, Aegis Mortgage Corporation --
http://www.aegismtg.com/-- provided mortgage loan products to
brokers.

The Company together with 10 affiliates filed for Chapter 11
protection on Aug. 13, 2007 (Bankr. D. Del. Case No. 07-11119).
Laura Davis Jones, Esq., Henry C. Kevane, Esq., David M.
Berthenthal, Esq., at Pachulski Stang Ziehl & Jones LLP, serve as
counsel to the Debtors.  The Official Committee of Unsecured
Creditors is represented by Landis Rath & Cobb LLP.  Aegis
disclosed $138,265,342 in assets and $4,125,470 in liabilities as
of the Petition Date.


ALLY FINANCIAL: Board Declares Dividends on Preferred Stock
-----------------------------------------------------------
The Ally Financial Inc. said its Board of Directors has declared
quarterly dividend payments for certain outstanding preferred
stock.  The dividends were declared on Oct. 1, 2010, and are
payable on Nov. 15, 2010.

A quarterly dividend payment was declared on the Company's Fixed
Rate Cumulative Mandatorily Convertible Preferred Stock, Series F-
2, of approximately $257 million.  This preferred stock was issued
to the U.S. Department of the Treasury on Dec. 30, 2009.

A quarterly dividend payment was also declared on the Company's
Fixed Rate Cumulative Perpetual Preferred Stock, Series G.  The
dividend totals approximately $45 million, and is payable to
shareholders of record as of Nov. 1, 2010.  This series of
preferred stock was issued to investors in connection with the
company's private exchange and cash tender offers, which were
completed in December 2008.

                       About Ally Financial

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

Ally's balance sheet at June 30, 2010, showed $176.802 billion in
total assets and $156.029 billion in total liabilities.

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

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

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


ALTIMA RESOURCES: Huntington Extends Forbearance to Feb. 16
-----------------------------------------------------------
Altima Resources Ltd. (CA:ARH) (frankfurt:AKC) said Huntington
National Bank has agreed to an Amendment to the Forbearance
Agreement with the Company's wholly owned subsidiary, Unbridled
Energy Corp.  The Bank has agreed to extend the maturity date of
the outstanding bank loan to February 16, 2011, and to forbear
from taking any further action until at least February 16, 2011.

The original loan of US$3,607,500 was acquired as part of the
acquisition of Unbridled Energy Corp. in February 2010.  The
Company has paid approximately US$3,000,000 towards the loan,
leaving the current principal balance at US$654,973.

Based in Vancouver, British Columbia, in Canada, Altima Resources
Ltd. -- http://www.altimaresources.com/-- is a junior energy
company engaged in the exploration and development of petroleum
and natural gas in Western Canada.


AMERICAN INT'L: Said to Raise $17.8BB in HK IPO of AIA Unit
-----------------------------------------------------------
Cathy Chan and Bei Hu, writing for Bloomberg News, report that
three people with knowledge of the matter said American
International Group Inc. raised about HK$138.3 billion ($17.8
billion) selling shares in its main Asian unit, AIA Group Ltd., in
the largest initial public offering in Hong Kong/

The sources, who declined to be identified before an official
statement, told Bloomberg News AIG sold the minimum 5.86 billion
existing shares in AIA that it planned to offer, or a 49% stake,
at HK$19.68 apiece.  AIG also exercised an "upsize" option to sell
1.17 billion more shares at the same price, increasing the stake
it sold to 58%, the people said.

According to Bloomberg, AIG Chief Executive Officer Robert
Benmosche, 66, has said that the company would be "well within
striking distance" of repaying the Federal Reserve after divesting
AIA and another non-U.S. unit, American Life Insurance Co.

                             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.


AMR CORP: Fitch Gives Positive Outlook
--------------------------------------
The credit quality and ratings outlook for the largest U.S.
airlines remains positive this fall, according to Fitch Ratings'
latest 'Airline Credit Navigator' report.  More than a year into
the cyclical demand recovery that began to drive improved
operating results late in 2009, U.S. airlines are again poised to
report solid operating and credit quality trends as third quarter
2010 (3Q'10) results roll out this month.  Despite ever-present
risks of external demand shocks and rising fuel costs, the largest
carriers continue to report progress in their efforts to reduce
leverage, generate strong free cash flow and bolster liquidity.

'Since M&A activity has picked up substantially with the United
Airlines-Continental Airlines merger and Southwest Airlines' bid
to acquire AirTran Holdings, there should be a more sustainable
capacity growth path that will allow the U.S. industry to counter
inevitable demand and fuel price shocks more resiliently through
the next cycle,' said Bill Warlick, Senior Director at Fitch.

According to the report, progress toward leverage reduction and
more consistent cash flow generation has been significant over the
last year, and all of the large carriers now have sufficient
liquidity to fund upcoming cash obligations comfortably, absent a
large external demand or fuel price shock.  With the United-
Continental merger now closed and the Southwest-AirTran deal
expected to be approved, the industry has now consolidated
dramatically from a position of fragmentation and persistent
overcapacity just five years ago.

Fitch says investors should be focused on any outlook language
that points to an erosion of full-fare booking trends for the
remainder of the year during the airlines' 3Q'10 earnings calls.
More difficult revenue per available seat mile comparisons will
inevitably reduce unit revenue growth moving into 2011, but Fitch
continues to believe that modest industry revenue growth can be
supported next year, mainly through diminished but still material
gains in passenger yields.

Assuming relatively stable fuel prices over the next year, most of
the large U.S. carriers are well placed to report positive FCF,
allowing them to direct more cash toward debt reduction and
continuing the process of balance sheet repair at a point in the
economic cycle when credit quality improvement is essential.

Fitch's U.S. Airlines Ratings:

  -- United Continental Holdings, Inc.: IDR 'B-'; Positive Outlook
  -- Delta Air Lines, Inc.: IDR 'B-'; Stable Outlook
  -- AMR Corp./American Airlines, Inc.: IDR 'CCC'
  -- US Airways Group, Inc.: IDR 'CCC'
  -- Southwest Airlines Co.: IDR 'BBB'; Stable Outlook
  -- JetBlue Airways Corp.: IDR 'B-'; Stable Outlook


AMTRUST FINANCIAL: Seeks Exclusivity Extension; Draft Plan Formed
-----------------------------------------------------------------
BankruptcyData.com reports that AmTrust Financial and its units
are asking the U.S. Bankruptcy Court for an extension until
November 30, 2010 of their exclusive period to propose a Chapter
11 plan and an extension until January 28, 2011, of the exclusive
period to solicit acceptances of the plan.

According to the report, in their motion for a fourth extension,
the Debtors explained that they have had a number of discussions
regarding the development of a plan of reorganization the Official
Committee of Unsecured Creditors and the holders of the 11.78%
senior notes due October 20, 2012.  These discussions have
addressed possible plan formulation notwithstanding the pendency
of the litigation involving the Federal Deposit Insurance Corp.
and have yielded a draft plan of reorganization that has been
distributed for comment to the Noteholders and Committee.

The Debtors received written comments on the draft plan from the
Noteholders on October 19, 2010.  The Debtors are also in the
process of considering certain issues raised by the Committee.

The Debtors, according to BData, say a 30-day plan exclusivity
extension will afford the parties a better opportunity to craft a
consensual plan of reorganization for these chapter 11 cases.

                      About AmTrust Financial

AmTrust Financial Corp (PINK:AFNL) was the owner of the AmTrust
Bank.  AmTrust was the seventh-largest holder of deposits in South
Florida, with $4.7 billion in deposits and 21 branches.

In November 2008, the Office of Thrift Supervision issued a cease
and desist order requiring AmTrust to improve its capital ratios.

AmTrust Financial, together with affiliates that include AmTrust
Management Inc., filed for Chapter 11 bankruptcy protection on
November 30, 2009 (Bankr. N.D. Ohio Case No. 09-21323).  G.
Christopher Meyer, Esq., and Sherri Lynn Dahl, Esq., at Squire
Sanders & Dempsey L.L.P., assist the Debtors in their
restructuring effort.  Kurtzman Carson Consultants serves as
claims and notice agent.  Attorneys at Hahn Loeser & Parks LLP
serve as counsel to the Official Committee of Unsecured Creditors.

AmTrust Management estimated $100 million to $500 million in
assets and liabilities in its Chapter 11 petition.

AmTrust Bank was not part of the Chapter 11 filings.  On Dec. 4,
2009, AmTrust Bank was closed by regulators, and the Federal
Deposit Insurance Corporation was named receiver.  New York
Community Bank, Westbury, New York, assumed all of the deposits of
AmTrust Bank, pursuant to a deal with the FDIC.


ANTIETAM FUNDING: Files for Chapter 11 in Connecticut
-----------------------------------------------------
Antietam Funding LLC sought Chapter 11 bankruptcy protection
(Bankr. D. Conn. 10-52523) on October 20.  Antietam Funding LLC
estimated assets of $50 million to $100 million and debts of
$100 million to $500 million.

Bloomberg News reports that Antietam said its primary asset is a
portfolio of life insurance investments.  "Their sole business is
to lend monies to finance payments of insurance premiums and, in
the event the borrowers fail to repay the loans, to foreclose on
and own the underlying policies," lawyers for Antietam wrote.

Antietam, a subsidiary of hedge fund SageCrest II LLC that filed
for bankruptcy in 2008, seeks to have its Chapter 11 jointly
administered with that of SageCrest.

                      About SageCrest II LLC

SageCrest II, LLC, is part of a group of funds that was formed to
address the financial needs of companies which, due to the
consolidation of the banking and specialty finance sectors, had
been shut off from traditional sources of capital.  SC II and its
affiliates conduct business chiefly through two lines of business:
structured finance and real estate investment and development.  In
their structured finance business, SC II and its units have made
loans to borrowers primarily in five areas: specialty finance;
life insurance-related products; corporate; mortgage and real
estate products; and specialty auto finance.  For real estate
investment and development, the debtors have made loans or
investments in the areas of hospitality, mixed use, multi-family,
and commercial.  SC II and its affiliates have typically provided
senior secured, asset-based loans and related products to small-
sized and medium-sized businesses that have a significant asset
base and are overlooked by many lenders in the mainstream capital
markets.  They have also provided junior or subordinated secured
financing.

Greenwich, Connecticut-based SageCrest Financial, LLC is managed
by Windmill Management LLC.  SageCrest and its affiliates provided
secured loans to small and midsized business, specializing in
life-insurance products, real estate finance and auto finance.

SageCrest Financial and SageCrest II LLC filed chapter 11
petitions on August 17, 2008 (Bankr. Conn. Case Nos. 08-50755 and
08-50754), and filings by SageCrest Holdings Limited (Bankr. D.
Conn. Case No. 08-50763) and SageCrest Dixon, Inc. (Bankr. D.
Conn. Case No. 08-50844), followed.

James Berman, Esq., at Zeisler and Zeisler P.C., represents the
Debtors in their restructuring efforts.   The Debtors estimate
their assets at $100 million to $500 million.

By orders dated August 27, 2008, and October 30, 2008, the court
approved the joint administration of SC II's case with that of
SageCrest Finance, LLC, SageCrest Holdings Limited, and SageCrest
Dixon, Inc., for administrative purposes.  On October 7, 2008, the
United States Trustee appointed a committee of equity security
holders, including in its membership defendants Topwater Exclusive
Fund III, LLC, and Wood Creek Multi-Asset Fund, LP.  The Equity
Committee is comprised of former investors in SC II with all
committee members claiming they redeemed their investments in that
debtor.  Asserting they are creditors -- and not equity holders --
of SC II, both Topwater and Wood Creek resigned from the Equity
Committee.


ANTIETAM FUNDING: Case Summary & Largest Unsecured Creditor
-----------------------------------------------------------
Debtor: Antietam Funding, LLC
        Three Pickwick Plaza, Suite 400
        Greenwich, CT 06830

Bankruptcy Case No.: 10-52523

Chapter 11 Petition Date: October 19, 2010

Court: U.S. Bankruptcy Court
       District of Connecticut (Bridgeport)

Judge: Alan H.W. Shiff

Debtor's Counsel: Douglas J. Buncher, Esq.
                  NELIGAN FOLEY LLP
                  325 N. St. Paul, Suite 3600
                  Dallas, TX 75201
                  Tel: (214) 840-5300
                  Fax: (214) 840-5301
                  E-mail: dbuncher@neliganlaw.com

Estimated Assets: $50,000,001 to $100,000,000

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

The petition was signed by Ralph H. Harrison, III, manager of sole
member, SageCrest II, LLC.

Debtor-affiliates that filed separate Chapter 11 petitions:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Il Lugano, LLC                        08-50811            08/29/08
SageCrest Dixon Inc.                  08-50844            09/11/08
SageCrest Finance LLC                 08-50755            08/17/08
SageCrest II, LLC                     08-50754            08/17/08

Antietam's Largest Unsecured Creditor:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
AllSettled Partners                --                     $682,306
60 Long Ridge Road, Suite 205
Stamford, CT 06902


AWAL BANK: Bahrain Lender Files for Chapter 11 in New York
----------------------------------------------------------
Awal Bank BSC filed a chapter 11 petition (Bankr. S.D.N.Y. Case
No. 10-15518) in Manhattan, New York on October 21.  The Debtor
estimated $50 million to $100 million and debts in excess of
$1 billion as of the petition date.

Edvard Pettersson at Bloomberg News relates that Awal Bank is a
Bahrain lender owned by Saudi Arabian Saad Group.  Awal Bank was
taken into administration by Bahrain's central bank in July 2009
after defaulting on loans.  U.S. lawyers for the bank said last
year that under Bahrain law, Awal's administrator had two years to
decide if the bank should liquidate or be returned to management
and shareholders.

Stewart Hey of Charles Russell LLP, as external administrator of
Awal Bank BSC of Bahrain, made a voluntary petition under Chapter
15 for the bank in the U.S. Bankruptcy Court (Bankr. S.D.N.Y. Case
No. 09-15923) on Sept. 30, 2009, after the Central Bank of Bahrain
placed the bank in administration on July 30, 2009.  Earlier this
year, the bank began experiencing a liquidity squeeze, brought on
in part, by the global economic crisis.  The bank has ceased to
operate as a going concern since it was place into administration.
In the Chapter 15 petition, the bank estimated both assets and
debts at more than $1 billion.

Based in Bahrain Awal Bank BSC was principally an investment
company that provide wholesale banking services in Bahrain
including the acceptance of deposits and the making of loans.

According to Bloomberg, Saudi banks tightened lending after Saad
Group, owned by billionaire Maan al-Sanea, and another Saudi
conglomerate, Ahmad Hamad Al-Gosaibi & Brothers Co., defaulted on
loans last year, triggering court battles around the globe.

Bloomberg relates that Saad Group began building sewage and storm-
water systems in Jeddah in western Saudi Arabia and later expanded
into real estate, health care and banking, including taking a
stake in HSBC Holdings Plc.


AWAL BANK: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Awal Bank, BSC
        The Manama Centre
        Government Avenue
        P.O. Box 1735
        Kingdom of Bahrain

Bankruptcy Case No.: 10-15518

Type of Business: Awal Bank BSC is principally an investment
                  company that provide wholesale banking services
                  in Bahrain including the acceptance of deposits
                  and the making of loans.

Chapter 11 Petition Date: October 21, 2010

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

Bankruptcy Judge: Allan L. Gropper

Debtor's Counsel: David Molton, Esq.
                  Brown Rudnick LLP
                  7 Times Square
                  Times Square Tower
                  New York, NY 10036
                  Tel.: (212) 209-4800
                  Fax : (212) 209-4801
                  Email: dmolton@brownrudnick.com

Estimated Assets: $50 million to $100 million

Estimated Debts : More Than $1 billion

The petition was signed by Stewart Hey, in his capacity as
representative of Charles Russell, LLP, London, as External
Administrator of Awal Bank, BSC, and not in his personal capacity.

Awal Bank's List of 20 Largest Unsecured Creditors:

  Entity/Person               Nature of Claim      Claim Amount
  -------------               ---------------      ------------
Abu Dhabi Commercial Bank                           Unknown
PO Box 929
Abu Dhabi
United Arab Emirates

Abu Dhabi Islamic Bank                              Unknown
PO Box 313
Abu Dhabi
United Arab Emirates

Al Gosaibi Money Exchange                           Unknown
PO Box 106
Al Khobar 31952
Saudi Arabia

Bank of Montreal                                    Unknown

Bayerische Hypo-und                                 Unknown
Vereinsbank AG

Bayerische Landesbank/                              Unknown
Bayern LB

Boubyan Bank                                        Unknown

Calyon Corporate & Investment                       Unknown

Commercial Bank of Kuwait                           Unknown

Commercial Bank of Qatar                            Unknown

Commerzbank AG formerly                             Unknown
Dresdner Bank

Commonwealth Bank of Australia                      Unknown

Fortis Bank                                         Unknown

Gulf International Bank                             Unknown

HSBC, Australia                                     Unknown

HSBC, New York                                      Unknown

HSH Nordbank AG                                     Unknown

JP Morgan                                           Unknown

Kuwait Finance House                                Unknown

The International Banking                           Unknown
Corp.


BIG BEND: Case Summary & 6 Largest Unsecured Creditors
------------------------------------------------------
Debtor: Big Bend Investment Group of Florida, LLC
        Attn: Gautham Sampath, Manager
        8356 Golden Praire Dr.
        Tampa, FL 33647

Bankruptcy Case No.: 10-24981

Chapter 11 Petition Date: October 18, 2010

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

Judge: Catherine Peek McEwen

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

Scheduled Assets: $3,000,000

Scheduled Debts: $2,858,000

A list of the Company's six largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/flmb10-24981.pdf

The petition was signed by Gautham Sampath, manager.


BLUEWATER HLD: Case Summary & 19 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Bluewater Hld Corp.
        60 Kendrick St
        Needham, MA 02494

Bankruptcy Case No.: 10-21384

Chapter 11 Petition Date: October 19, 2010

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

Judge: Henry J. Boroff

Debtor's Counsel: Philip C. Silverman, Esq.
                  ANDERSON AQUINO LLP
                  240 Lewis Wharf
                  Boston, MA 02110
                  Tel: (617) 723-3600
                  Fax: (617) 723-3699
                  E-mail: psilverman@andersonaquino.com

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

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

A list of the Company's 19 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/mab10-21384.pdf

The petition was signed by Igor Popov, chief executive officer.


BRITTANY PLACE: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Brittany Place Associates LLC
          fdba Brittany Place Associates Limited Partnership
        2812 Erwin Road, Suite 305
        Durham, NC 27705

Bankruptcy Case No.: 10-08533

Chapter 11 Petition Date: October 18, 2010

Court: U.S. Bankruptcy Court
       Eastern District of North Carolina (Wilson)

Judge: Stephani W. Humrickhouse

Debtor's Counsel: William P. Janvier, Esq.
                  JANVIER LAW FIRM, PLLC
                  1101 Haynes Street, Suite 102
                  Raleigh, NC 27604
                  Tel: (919) 582-2323
                  Fax: (919) 582-2301
                  E-mail: bill@janvierlaw.com

Scheduled Assets: $102,646

Scheduled Debts: $7,496,878

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/nceb10-08533.pdf

The petition was signed by Robinson O. Everett, Jr.


C&D TECHNOLOGIES: To Pursue Ch. 11 if Debt-to-Equity Swap Fails
---------------------------------------------------------------
C&D Technologies, Inc. disclosed that as part of its restructuring
plan it has commenced an offer to exchange all of its outstanding
5.25% Convertible Senior Notes due 2025 and 5.50% Convertible
Senior Notes due 2026 for up to 95% of shares of the Company's
common stock.  The consummation of the exchange offer is
conditioned upon, among other things, at least 95% of the
aggregate principal amount of the Notes being tendered and not
withdrawn and the holders of Common Stock approving the exchange
offer and an amendment to the Company's certificate of
incorporation authorizing an increase in the number of shares of
Common Stock.  If all of the Notes are exchanged, the
participating noteholders will receive their pro rata share of 95%
of the issued and outstanding Common Stock of the Company
immediately following completion of the exchange offer, and the
existing holders of Common Stock will retain 5% of the issued and
outstanding Common Stock of the Company, in each case subject to
dilution due to securities issued under the Company's management
incentive plans. In connection with the exchange offer, the
Company filed with the U.S. Securities and Exchange Commission a
registration statement on Form S-4, a tender offer statement on
Schedule TO and related documents and materials.

The exchange offer is an out-of-court method of restructuring the
Company's indebtedness to address imminent debt repayment
obligations and liquidity issues.  If the exchange offer is
unsuccessful, as a result of a failure to satisfy the Minimum
Tender Condition or otherwise, the Company will be unable to repay
its current indebtedness from cash on hand or other assets.
Therefore, the Company is simultaneously soliciting holders of the
Notes and the existing holders of Common Stock to approve a
prepackaged plan of reorganization as an alternative to the
exchange offer.  If the restructuring is accomplished through the
prepackaged plan of reorganization, 100% of the Notes, plus all
accrued and unpaid interest, will be cancelled, and holders of
Notes will receive their pro rata share of either (i) 95% of the
common stock of the Company issued under the prepackaged plan (the
"New Common Stock"), if the Shareholder Exchange Consent is
obtained or (ii) 97.5% of the New Common Stock, subject to
dilution by any issuance made pursuant to certain shareholder
warrants to purchase 5.0% of the Common Stock (the "Shareholder
Warrants"), if the Shareholder Exchange Consent is not obtained.

If the restructuring is accomplished through the prepackaged plan
of reorganization, 100% of the Common Stock will be cancelled, and
holders of Common Stock will receive their pro rata share of
either (i) 5% of the New Common Stock, if the Company's
stockholders approve the Shareholder Exchange Consent or (ii) (x)
2.5% of the New Common Stock and (y) Shareholder Warrants, if the
Company's stockholders do not approve the Shareholder Exchange
Consent.

Pursuant and subject to the terms of a restructuring support
agreement that the Company entered into with two entities that
currently hold approximately 62% of the Notes, such entities
agreed to tender their Notes in the exchange offer and vote to
accept the prepackaged plan of reorganization.

                        The Exchange Offer

Pursuant and subject to the terms of the exchange offer, in
exchange for each $1,000 of principal amount of Notes validly
tendered and accepted by us, holders of Notes will receive
approximately 3,961.252 shares of our Common Stock upon
consummation of the exchange offer.

The exchange offer is scheduled to expire at 11:59 p.m., Eastern
Time, on the later of November 18, 2010, and ten business days
following the effective date of the Registration Statement unless
extended by the Company.  Tendered Notes may be validly withdrawn
at any time prior to the expiration time.

The Registration Statement has not yet become effective and the
Notes may not be exchanged nor may offers to exchange be accepted
prior to the time the Registration Statement becomes effective.
This news release shall not constitute an offer to exchange, or
the solicitation of an offer to exchange, nor shall there be any
exchange of such securities in any state in which such offer,
exchange, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any
such state.  Holders of Notes are strongly advised to read the
Registration Statement, tender offer statement, and other related
documents because these documents contain important information.

              The Prepackaged Plan of Reorganization

If the Minimum Tender Condition is not satisfied or if the
Shareholder Exchange Consent is not obtained, but a sufficient
number of holders and Notes and holders of a requisite principal
amount of Notes vote to accept the prepackaged plan of
reorganization, then the Company will pursue an in-court
restructuring.  If confirmed, the prepackaged plan of
reorganization would have principally the same effect as if 100%
of the holders of Notes had tendered their notes in the exchange
offer.  To confirm the prepackaged plan of reorganization without
invoking the "cram-down" provisions of the Bankruptcy Code,
holders of Notes representing at least two-thirds in amount and
more than one-half in number of those who vote and holders of at
least two-thirds in number of outstanding common Stock who vote
must vote to accept the plan.

                              Other Matters

The Company does not anticipate any interruption in its operations
during the restructuring regardless of whether the Company
conducts the restructuring pursuant to the exchange offer or the
prepackaged plan.  The Company expects to move quickly through the
reorganization process with the same commitment to quality,
consistency and customer service that has been its hallmark for
more than 100 years.

Under the proposed restructuring plan, the Company will continue
to manufacture its products and service its customers in the
normal course.  All vendors and suppliers will continue to be paid
in full under normal terms.  The proposed prepackaged plan of
reorganization provides for all creditor classes, including
general unsecured creditors, to be "unimpaired" - i.e., to be paid
in full for all valid, outstanding claims upon consummation of the
prepackaged plan of reorganization to the extent they have not
been paid previously.  Implementation of the transactions
contemplated by the restructuring plan are dependent on a number
of factors and approvals, however, and there can be no assurance
that the treatment of creditors outlined above will not change
significantly.

                      About C&D Technologies

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

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

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

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

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


CASCADE FINANCIAL: Says Balance Sheet Restructuring Completed
-------------------------------------------------------------
Cascade Financial Corporation, the parent company of Cascade Bank,
has successfully completed a series of balance sheet restructuring
transactions which will immediately put the Company and the Bank
in an improved financial position including increased capital
ratios and increased net interest margin.  The transactions
included the restructuring of the Company's securities portfolio,
prepayment and/or modification of the Company's Federal Home Loan
Bank (FHLB) advances, and the purchase of interest rate caps to
hedge against rising rates.

"In this persistently low interest rate environment there was a
sizeable amount of negative drag on our balance sheet driven in
large part by high cost borrowings.  Stronger deposit growth and a
reduction in the real estate construction loan portfolio over the
past few quarters led to increased on-balance sheet liquidity
which provided us the opportunity to pursue this deleveraging
strategy," stated Carol K. Nelson, President and CEO.  "We were
able to monetize gains in our securities portfolio to offset the
cost of prepaying the FHLB borrowings.  The end result will shrink
the balance sheet, improve our capital ratios, reduce interest
expense, improve our net interest margin and have a minimal impact
on shareholders' equity.  These restructuring transactions, which
commenced late in the third quarter and were completed early in
the fourth quarter, are part of the Company's overall business
plan to strengthen its financial condition going forward."

In addition to restructuring the securities portfolio to monetize
gains, the Company prepaid $80 million in FHLB advances to shrink
the balance sheet, restructured $159 million of fixed rate FHLB
advances into lower cost floating rate advances to reduce current
interest expense, and purchased interest rate caps in a like
amount to limit exposure to rising interest rates while preserving
the income benefits from this restructuring.

Details of the transactions include the following:


  --  The Company used low-yielding interest-earning deposits at
      the Federal Reserve Bank to prepay $80 million of FHLB
      advances at an average rate of 3.75%, incurring
      approximately $4.8 million in prepayment penalties

  --  The Company offset the prepayment penalties with
      approximately $5.0 million in gains from the sale of
      investment securities. In total, the Company sold
      approximately $252 million in securities with a weighted
      average book yield of 2.0%

  --  The Company reinvested substantially all of the proceeds
      from the securities sale into new securities with a 0% to
      20% risk-weight at an average yield of 2.4%

  --  The Company restructured $159 million of long-maturity FHLB
      "option" advances, callable quarterly as rates rise, into
      floating-rate, option-free borrowings, reducing the current
      average rate on the advances by 1.38%

  --  The Company purchased a series of interest rate caps
      totaling $159 million in notional amount to manage interest
      rate risk going forward.  These caps were designed to
      protect both net interest margin and shareholder equity from
      potential future rising interest rates.

The transactions leave the Company with continued high levels of
on-balance sheet liquidity, and bring the Company's interest rate
risk position from highly asset-sensitive closer to a neutral
position towards interest rates.

Approximately $1.1 million of the securities gains were recognized
in the third quarter of 2010 and Cascade expects to recognize
approximately $3.9 million in the fourth quarter of 2010 due to
the timing of the transactions.  All of the approximately $4.8
million in prepayment penalty from the retirement of FHLB
borrowings will be recognized in the fourth quarter of 2010.

In addition to the restructuring transactions, the Company is
proactively taking steps to improve its net interest margin and
capitalization by allowing additional non-core funding to run off,
further shrinking the balance sheet and removing negative carry,
as well as other potential strategies to further reduce funding
costs.

"This remains a highly challenging operating environment for
community banks," added Nelson.  "This strategy has allowed us to
improve our net interest margin and capital position, and reduced
our reliance on non-core funding while maintaining a prudent
interest rate risk profile, all of which are critical goals for
the Company."

As previously announced, under a Consent Order with the FDIC and
Washington State DFI, effective July 21, 2010, Cascade Bank's
regulators have directed Cascade Bank to increase its overall
capital levels and, in particular, are requiring Cascade Bank to
increase its Tier 1 leverage capital to 10% of the Bank's total
assets and total risk based capital to 12% of the Bank's risk
weighted assets by November 18, 2010.  The Company's ability to
raise additional capital will depend on conditions in the capital
markets at that time, which are outside its control, and on the
Company's financial performance.

Sandler O'Neill + Partners, L.P. served as advisor to Cascade
Financial in developing and implementing the balance sheet
restructuring strategies.

                    About Cascade Financial

Established in 1916, Cascade Bank, the only operating subsidiary
of Cascade Financial Corporation, is a state chartered commercial
bank headquartered in Everett, Washington.  Cascade Bank maintains
an "Outstanding" CRA rating and has proudly served the Puget Sound
region for over 90 years. Cascade Bank operates 22 full service
branches in Everett, Lynnwood, Marysville, Mukilteo, Shoreline,
Smokey Point, Issaquah, Clearview, Woodinville, Lake Stevens,
Bellevue, Snohomish, North Bend, Burlington and Edmonds.


CELLO ENERGY: Files for Bankruptcy Following Civil Judgment
-----------------------------------------------------------
Cello Energy LLC filed for Chapter 11 protection (Bankr. S.D. Ala.
Case No. 10-04877) on October 19, 2010, in Mobile, Alabama.  It
estimated assets of less than $50,000 and liabilities of
$10 million to $50 million.

Carla Main at Bloomberg News reports that the largest of the
unsecured creditors is Parsons & Whittemore Enterprises Corp.,
which is owed $10.4 million.  Rye, New York-based Parsons &
Whittemore Enterprises obtained a certificate of judgment Sept. 29
in the U.S. District Court in Mobile for $10.4 million against
Cello Energy in a lawsuit it brought against the energy company in
2007.  Parsons & Whitmore Enterprises sued Cello Energy over an
investment it made "for the exclusive right to participate" with
Cello Energy "in the commercial development of technology that
allows the production of synthetic fuels from cellulosic and
polymer-based material," according to the complaint.  The civil
case is Parsons & Whittemore Enterprises Corp. v. Cello Energy
LLC, 07-00743 (S.D. Ala.).

A meeting of creditors in the bankruptcy case is scheduled for
Nov. 23 at the bankruptcy courthouse in Mobile.

Marcus E. McDowell, Esq. -- mmcdowell@wbblaw.com -- in
Bay Minette, Alabama, serves as counsel to the Debtor.


CELLO ENERGY: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Cello Energy, LLC
        P.O. Box 39
        Daphne, AL 36526

Bankruptcy Case No.: 10-04877

Chapter 11 Petition Date: October 19, 2010

Court: U.S. Bankruptcy Court
       Southern District of Alabama (Mobile)

Debtor's Counsel: Marcus E. McDowell, Esq.
                  P.O. Box 400
                  Bay Minette, AL 36507
                  Tel: (251) 937-7024
                  Fax: (251) 937-6190
                  E-mail: mmcdowell@wbblaw.com

Estimated Assets: $0 to $50,000

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

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/alsb10-04877.pdf

The petition was signed by Jack W. Boykin.


CHINA INSONLINE: Gets Letter From Nasdaq on Continued Listing
-------------------------------------------------------------
China INSOnline Corp. received a letter from Nasdaq regarding its
continued listing status, also provided an update on the
previously announced transaction with Dingneng Bio-Technology Co.
Ltd. ("Dingneng").

On October 15, 2010, China INSOnline Corp. received a letter from
Nasdaq Listing Qualifications indicating that based on the
Company's disclosures included in its Annual Report on Form 10-K,
filed with the Securities and Exchange Commission on October 13,
2010, which states that the Company ceased operations during the
quarter ended June 30, 2010, the Nasdaq Staff has determined that
the Company is a "public shell" and it is unknown what the
Company's business will be in the future.  Therefore, in
accordance with Nasdaq Listing Rule 5101, the Nasdaq Staff is
applying more stringent criteria than required for the continued
listing on the Nasdaq Stock Market and is proposing that trading
in the Company's common stock be suspended as of October 26, 2010
and delisted thereafter.  On October 20, 2010, the Company
presented a request for a written hearing to appeal the Nasdaq
Staff's proposed actions.  This request has stayed the suspension
and delisting of the Company's common stock pending a decision.

Additionally, Dingneng Bio-Technology Co. Ltd. has retained Maxim
Group, a New York based investment banking, securities and
investment management firm to represent Dingneng in the previously
announced transaction to acquire common shares of CHIO through
merger, direct exchange or any other form in one or a series of
mutually agreed upon transactions.  CHIO is currently working
closely with Maxim and other professionals to proceed forward on
such proposed transaction.

                   About China INSOnline Corp.

China INSOnline Corp. is a Delaware corporation that currently
does not have any operations.  During the quarter ended June 30,
2010, the Company began winding down and did not have any
operating income. The weak economic market, which resulted in a
significant decline in revenues of all areas of the Company's
business, led to the Company's decision to wind down its
operations.  Prior to winding down, the Company acted as an
Internet services and media company focused on the PRC insurance
industry.


CLST HOLDINGS: Posts $666,000 Net Loss in August 31 Quarter
-----------------------------------------------------------
CLST Holdings, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $666,000 for the three months ended
August 31, 2010, compared with a net loss of $1.2 million for the
same period ended August 31, 2009.

Revenues, which primarily consist of interest and other charges
earned from the Company's receivable portfolios, were $1.3 million
for the three months ended August 31, 2010, compared to
$1.8 million for the same period in 2009.

The Company's balance sheet at August 31, 2010, showed
$39.6 million in total assets, $40.8 million in total liabilities,
and a stockholders' deficit of $1.2 million.

As reported in the Troubled Reporter on March 15, 2010, Whitley
Penn LLP, in Dallas, 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 November 30, 2009.
The independent auditors noted that the Company has incurred net
losses in the past two years, has a working capital deficit at
November 30, 2009, is in default related to its CLST Asset I debt
obligation as of November 30, 2009, and continues to incur
significant general and administrative expenses related to its
ongoing litigation.

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

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

                       About CLST Holdings

CLST Holdings, Inc. (OTC: CLHI) does not have significant
operations.  Previously, it operated as a distributor of wireless
products and provider of distribution and value-added logistics
services to the wireless communications industry, serving network
operators, agents, resellers, dealers, and retailers with
operations in the North American and Latin American Regions.  The
company was formerly known as CellStar Corporation and changed its
name to CLST Holdings, Inc. in March 2007.  CLST Holdings, Inc.
was founded in 1981 and is based in Dallas, Texas.

On March 26, 2010 the Company filed a certificate of dissolution
with the Delaware Secretary of State which became effective on
June 24, 2010.  As a result of the effectiveness of the
certificate of dissolution, the Company was dissolved and, except
to the limited extent provided for by Delaware law, its corporate
existence ceased.  The corporation has three years to liquidate
its assets, prosecute and defend suits, satisfy or provide for its
liabilities, including contingent liabilities, to the extent of
the corporation's assets, and distribute the net proceeds or the
assets in kind, if any, to its stockholders.  During this time
period, the corporation must cease to carry on the business for
which it was established, except as may be necessary or incidental
to the winding up of the corporation's affairs.

The Company expects that it could take a couple of years for the
Company to complete its plan of dissolution and make final
liquidating distributions to its stockholders.


COLONIAL BANCGROUP: BofA Sues FDIC Over Taylor Bean Losses
----------------------------------------------------------
Karen Gullo, writing for Bloomberg News, reports that Bank of
America Corp. sued the Federal Insurance Deposit Corp. (D. D.C.
Case No. 10-01681) over $1.75 billion in investor losses stemming
from an alleged fraud by Taylor Bean & Whitaker Mortgage Corp.

Ms. Gullo reports that the FDIC has denied claims by BofA against
Colonial Bank and another financial institution in receivership
that bought fake mortgages from a Taylor Bean unit, Ocala Funding
LLC, according to a complaint filed Oct. 1 in federal court in
Washington.  BofA was the trustee for notes issued by Ocala
Funding, according to the complaint.

According to the report, BofA said Ocala financed Taylor Bean's
mortgages, issued debt and used the proceeds to buy the mortgages.
Ocala then sold the notes to pay off the debt or buy additional
mortgages, according to the compliant.  BofA alleged that from
2000 to 2009, Taylor Bean and Colonial Bank schemed to steal from
Taylor Bean's borrowing facilities to hide liquidity problems.

                 About The Colonial BancGroup

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

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

                          About Taylor Bean

Taylor, Bean & Whitaker Mortgage Corp. grew from a small Ocala-
based mortgage broker to become one of the largest mortgage
bankers in the United States.  In 2009, Taylor Bean was the
country's third largest direct-endorsement lender of FHA-insured
loans of the largest wholesale mortgage lenders and issuer of
mortgage backed securities.  It also managed a combined mortgage
servicing portfolio of approximately $80 billion.  The company
employed more that 2,000 people in offices located throughout the
United States.

Taylor Bean filed for Chapter 11 bankruptcy protection August 24
(Bankr. M.D. Fla. Case No. 09-07047).  Taylor Bean filed the
Chapter 11 petition three weeks after federal investigators
searched its offices.  The day following the search, the Federal
Housing Administration, Ginnie Mae and Freddie Mac prohibited the
company from issuing new mortgages and terminated servicing
rights.  Taylor Bean estimated more than $1 billion in both assets
and liabilities in its bankruptcy petition.  Edward J. Peterson,
III, Esq., at Stichter, Riedel, Blain & Prosser, PA, in Tampa,
Florida, represents the Debtor.  Troutman Sanders LLP is special
counsel.  BMC Group, Inc., serves as claims agent.


CONSOLIDATED HORTICULTURE: Gets Nod to Hire Epiq as Claims Agent
----------------------------------------------------------------
Consolidated Horticulture Group LLC, et al., sought and obtained
authorization from the U.S. Bankruptcy Court for the District of
Delaware to employ Epiq Bankruptcy Solutions, Inc., as claims,
noticing and balloting agent.

Epiq will, among other things:

     a. transmit certain notices;

     b. receive, docket, scan, maintain and photocopy claims filed
        against the Debtors;

     c. assist the Debtors in the distribution of solicitation
        materials; and

     d. receive, review and tabulate ballots cast in accordance
        with voting procedures approved by the Court.

The hourly rates of Epiq's personnel are:

        Clerk                                  $40-$60
        Case Manager (Level 1)                $125-$175
        IT Programming Consultant             $140-$190
        Case Manager (Level 2)                $185-$220
        Senior Case Manager                   $225-$275
        Senior Consultant                       $295

A copy of the services agreement is available for free at:

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

Daniel C. McElhinney, Epiq's executive director, assures the Court
that the firm is a "disinterested person" as that term is defined
in Section 101(14) of the Bankruptcy Code.

                       About Hines Nurseries

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

Black Diamond Capital Management LLC purchased Hines
Nurseries Inc. in a bankruptcy sale in January 2009.  The
resulting reorganization plan, confirmed in January 2009, paid
secured creditors in full on their $35.9 million in claims while
providing as much as $12 million toward debt owing to suppliers
both before and after the bankruptcy filing.  The business bought
by Black Diamond was renamed to Consolidated Horticulture.

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


CONSOLIDATED HORTICULTURE: Taps Jones Walker as Bankr. Counsel
--------------------------------------------------------------
Consolidated Horticulture Group LLC, et al., ask for authorization
from the U.S. Bankruptcy Court for the District of Delaware to
employ Jones, Walker, Waechter, Poitevent, Carrere & Denegre,
L.L.P., as bankruptcy counsel in connection with the Debtors'
Chapter 11 cases, nunc pro tunc to the Petition Date.

The Debtors are also asking for the Court's permission to employ
Pachulski Stang Ziehl & Jones LLP as Delaware counsel.  Jones
Walker doesn't maintain an office in the State of Delaware.  To
comply with Local Rule 9010-1(c), the Debtors are required to
retain a Delaware counsel.  The Debtors also seek to employ and
retain PSZJ as their conflicts counsel in connection with the
Debtors' Chapter 11 cases to handle matters that the Debtors may
encounter that cannot be appropriately handled by Jones Walker
because of a conflict of interest or alternatively, that can be
more efficiently handled by PSZJ.

Jones Walker will, among other things:

     a. advise and consult the Debtors on the conduct of the
        Chapter 11 cases, including all of the legal and
        administrative requirements of operating in Chapter 11;

     b. attend meetings and negotiate with representatives of
        creditors and other parties in interest;

     c. represent the Debtors in connection with obtaining
        postpetition financing; and

     d. advise the Debtors in connection with any potential
        Section 363 sale or sale of assets.

The hourly rates of Jones Walker's personnel are:

        Associates                         $165-$250
        Partners                           $275-$425

Elizabeth J. Futrell, Esq., a partner at Jones Walker, assures the
Court that the firm is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code.

                       About Hines Nurseries

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

Black Diamond Capital Management LLC purchased Hines
Nurseries Inc. in a bankruptcy sale in January 2009.  The
resulting reorganization plan, confirmed in January 2009, paid
secured creditors in full on their $35.9 million in claims while
providing as much as $12 million toward debt owing to suppliers
both before and after the bankruptcy filing.  The business bought
by Black Diamond was renamed to Consolidated Horticulture.

Consolidated Horticulture and its affiliates filed for Chapter 11
protection on October 12, 2010 (Bankr. D. Del. Lead Case No.
10-13308).  The Debtors tapped Epiq Bankruptcy Solutions LLC as
claims agent.  Consolidated Horticulture estimated $100 million to
$500 million in assets and $50 million to $100 million in debts in
the Chapter 11 petition.


CONSOLIDATED HORTICULTURE: Wants Pachuiski as Delaware Counsel
--------------------------------------------------------------
Consolidated Horticulture Group LLC and its debtor-affiliates ask
for authorization from the U.S. Bankruptcy Court for the District
of Delaware to employ Pachuiski Stang Ziehl & Jones LLP as
Delaware and conflicts counsel, nunc pro tunc to the Petition
Date.

The Debtors are also asking for the Court's permission to employ
Jones, Walker, Waechter, Poitevent, Carrere & Denegre, L.L.P., as
bankruptcy counsel.  Jones Walker doesn't maintain an office in
the State of Delaware.

PSZ&J will, among other things:

     a. prepare applications, motions, answers, orders, reports,
        and other legal papers;

     b. appear in Court on behalf of the Debtors;

     c. prepare and pursue confirmation of a plan and approval of
        a disclosure statement; and

     d. perform other legal services for the Debtors that may be
        necessary and proper in these proceedings.

The hourly rates of PSZ&J's personnel are:

        Laura Davis Jones                      $855
        David M. Bertenthal                    $750
        Joshua M. Fried                        $625
        Timothy P. Cairns                      $450
        Patricia E. Cuniff                     $225

Laura Davis Jones, Esq., at PSZ&J, assures the Court that the firm
is a "disinterested person" as that term is defined in Section
101(14) of the Bankruptcy Code.

                       About Hines Nurseries

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

Black Diamond Capital Management LLC purchased Hines
Nurseries Inc. in a bankruptcy sale in January 2009.  The
resulting reorganization plan, confirmed in January 2009, paid
secured creditors in full on their $35.9 million in claims while
providing as much as $12 million toward debt owing to suppliers
both before and after the bankruptcy filing.  The business bought
by Black Diamond was renamed to Consolidated Horticulture.

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


COZUMEL CARIBE: Bankruptcy Court Approves Chapter 15 Petition
-------------------------------------------------------------
Dow Jones' DBR Small Cap reports Cozumel Caribe SA won permission
to proceed with its bankruptcy case in the U.S., despite earlier
opposition to the move.

According to the report, Judge Martin Glenn of the U.S. Bankruptcy
Court in Manhattan Tuesday signed off on an order granting
recognition of Cozumel Caribe's case under Chapter 15 of the
bankruptcy code, the arm designed for foreign companies that have
units or assets in the U.S. Cozumel Caribe initiated its Mexican
insolvency proceedings this spring before filing its request for
Chapter 15 protection in Manhattan in July.

But, the report notes, its pursuit of recognition in the U.S. was
met with roadblocks.  First, the special servicer of $103 million
in notes issued by Cozumel Caribe sought to block the bid, the
report adds.

                        About Cozumel Caribe

Cozumel Caribe SA de CV, a Mexican provider of tourism services at
a beachfront hotel in Cozumel, sought protection from creditors
under Chapter 15 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case
No. 10-13913) in Manhattan New York on July 20, 2010.  Cozumel
filed for Chapter 15 to seek recognition of its Mexican insolvency
proceedings commenced a few months before the U.S. filing.
Cozumel Caribe reported more than US$100 million in debts and
assets of more than US$10 million in its bankruptcy petition.


CRENSHAW HALL: Case Summary & 9 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Crenshaw Hall Properties LLC
        2408 Trusty Trail
        Raleigh, NC 27615

Bankruptcy Case No.: 10-08526

Chapter 11 Petition Date: October 18, 2010

Court: U.S. Bankruptcy Court
       Eastern District of North Carolina (Wilson)

Judge: Stephani W. Humrickhouse

Debtor's Counsel: N. Hunter Wyche, Jr., Esq.
                  WILSON & RATLEDGE PLLC
                  4600 Marriott Drive, Suite 400
                  Raleigh, NC 27612
                  Tel: (919) 787-7711
                  Fax: (919) 787-7710
                  E-mail: hwyche@wilsonandratledge.com

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

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

A list of the Company's nine largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/nceb10-08526.pdf

The petition was signed by John Bennett, manager.


CROSSROADS ENTERPRISES: Case Summary & Creditors List
-----------------------------------------------------
Debtor: Crossroads Enterprises, Inc.
        P.O. Box 2549
        Bentonville, AR 72712

Bankruptcy Case No.: 10-75464

Chapter 11 Petition Date: October 18, 2010

Court: U.S. Bankruptcy Court
       Western District of Arkansas (Fayetteville)

Debtor's Counsel: Stanley V. Bond, Esq.
                  ATTORNEY AT LAW
                  P.O. Box 1893
                  Fayetteville, AR 72701-1893
                  Tel: (479) 444-0255
                  Fax: (479) 444-7141
                  E-mail: attybond@me.com

Estimated Assets: $0 to $50,000

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

A list of the Company's three largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/arwb10-75464.pdf

The petition was signed by Barry Cooksey, president/CEO.


CROWNBROOK DEBCO: Fifth Street Wants Dismissal of Bankruptcy Case
-----------------------------------------------------------------
Fifth Street Finance Corp. is urging a judge to dismiss the
bankruptcy case of Nicos Polymers Group, arguing that the company
entered Chapter 11 as a "last-minute delay tactic" aimed at
preventing the lender from holding a foreclosure auction, Dow
Jones' DBR Small Cap reports.

According to the report, Fifth Street said in court papers that it
and one of its mezzanine funds are owed $20.3 million and that
they are secured by all of Nicos's assets. Fifth Street had
scheduled a foreclosure auction to take place Oct. 14 after
spending years refraining from taking action after Nicos's
"multiple, material, events of default."

However, the report says, the auction was automatically halted
when Nicos entered bankruptcy the day before.  Fifth Street said
that based on Nicos's financial projections, it sees no scenario
in which the company could pay off what it owes the specialty
finance company or $500,000 in general unsecured trade debt, the
report adds.


Crownbrook Debco, LLC, dba Nicos Polymers Group, filed for Chapter
11 protection (Bankr. S.D.N.Y. Case No. 10-15345) on Oct. 13, 2010
in Manhattan.  Samuel Jason Teele, Esq., at Lowenstein Sandler,
P.C., in New Jersey, serves as counsel to the Debtor.  The Debtor
estimated assets of $1,000,001 to $10,000,000 and debts of
$10,000,001 to $50,000,000 in its Chapter 11 petition.


CUSTOM CABLE: Wins Nod to Sell Assets to ComVest Capital
--------------------------------------------------------
Dow Jones' DBR Small Cap reports that ComVest Capital LLC has won
the green light to purchase the assets of Custom Cable Industries
Inc.

Comvest Ltd. Inc. -- http://www.comvestltd.com/-- is a privately
held firm involved in providing flexible and innovative tax-exempt
financing solutions in the mid-Atlantic region.

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.


DN & DM: Voluntary Chapter 11 Case Summary
------------------------------------------
Debtor: DN & DM Holdings, LLC
        42561 North Back Creek Way
        Anthem, AZ 85066

Bankruptcy Case No.: 10-33400

Chapter 11 Petition Date: October 18, 2010

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

Judge: Charles G. Case, II

Debtor's Counsel: Robert Lynn Larson, Esq.
                  LARSON LAW OFFICE PLLC
                  207 N. Gilbert Road, #001
                  Gilbert, AZ 85234
                  Tel: (480) 459-6080
                  Fax: (480) 304-3150
                  E-mail: robert@robertlarsonlaw.com

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

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

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

The petition was signed by Daniel Miller, member/manager/general
partner.


DOWNEY FINANCIAL: Adv. Proceeding Ordered for FDIC Refund Battle
----------------------------------------------------------------
Bankruptcy Law360 reports that a bankruptcy judge Wednesday
ordered a trial to determine whether the Federal Deposit Insurance
Corp. or the estate of Downey Financial Corp. owns a $370 million
tax refund, the single biggest asset in the defunct lender's
Chapter 7 case.

Judge Christopher S. Sontchi of the U.S. Bankruptcy Court for the
District of Delaware agreed with the FDIC that an adversary
proceeding was the proper venue for the dispute, Law360 says.

Downey Financial Corp. filed a Chapter 7 petition (Bankr. D. Del.
08-13041) on Nov. 25, 2008, after the Office of Thrift Supervision
closed Downey Savings & Loan Association, F.A., on Nov. 21, 2008,
and appointed the FDIC as receiver.  Montague S. Claybrook serves
as the Chapter 7 Trustee, and is represented by William H.
Stassen, Esq., at Fox Rothschild LLP.


DYNEGY INC: Board Asks Stockholders to Vote for Sale to Blackstone
------------------------------------------------------------------
Dynegy Inc. filed with the Securities and Exchange Commission an
update to its investor presentation that clarifies certain
misconceptions and contains additional important facts related to
merger agreement with an affiliate of The Blackstone Group L.P.,
pursuant to which a Blackstone affiliate will acquire Dynegy for
$4.50 in cash per share of Dynegy common stock.

The Company said this update addresses, among other things:

   * The reasons why Dynegy is currently in no position to pay a
     dividend to stockholders, and how under no scenario as a
     public company would Dynegy's Board of Directors be able to
     sell substantial assets at current valuation levels and
     dividend the sale proceeds to stockholders;

   * The fact that Dynegy's Board carefully considered and decided
     not to pursue the sale of various asset packages on a stand-
     alone basis because it would have added significant
     additional financial and operating risk to Dynegy and its
     stockholders;

   * Analysis from independent sell-side analysts and rating
     agencies that provides support for the Dynegy Board's
     conclusion that the Blackstone transaction is the best
     alternative available to Dynegy's stockholders;

   * The fact that Dynegy's future financial position could be
     even worse than what has been forecasted, in light of
     deteriorating market conditions and other factors; and

   * The significant downside risk to Dynegy stockholders should
     the Blackstone transaction not be approved and completed.

Dynegy's Board of Directors recommends stockholders vote for the
merger agreement with Blackstone at November 17, 2010 Special
Meeting of Stockholders.

A full-text copy of the Investor Presentation is available for
free at http://ResearchArchives.com/t/s?6cc3

                         About Dynegy Inc.

Headquartered in Houston, Texas, DHI is an independent power
producer that owns a portfolio of more than 12,000 MW electric
generating assets.  DHI is wholly-owned by Dynegy, Inc.

Dynegy Inc. and Dynegy Holdings each has a 'B-' issuer default
rating from Fitch.

In October 2010, Moody's Investors Service lowered the ratings of
Dynegy Holdings, including its Corporate Family Rating to Caa1
from B3 along with the ratings of various affiliates or parent
company Dynegy Inc.  The rating outlook for DHI and Dynegy remains
negative.  The rating action follows the expiration of the 40- day
"go shop" period, increasing the probability that Dynegy will be
acquired by an affiliate of The Blackstone Group L.P. in a
transaction valued at approximately $4.7 billion, including the
assumption of existing debt.


EARTHRENEW CORP: Files for Protection from U.S. Creditors
---------------------------------------------------------
EarthRenew Management General Partner Ltd. filed for protection
from U.S. creditors under Chapter 15 of the U.S. Bankruptcy Code
(Bankr. D. Del. Case No. 10-13366) on October 20 in Wilmington,
Delaware.

EarthRenew Management is a Canadian company providing corporate
finance services to rural based businesses.  Under Chapter 15 of
the U.S. Bankruptcy Code, companies can block U.S. lawsuits while
they reorganize in a foreign court.  The Debtor estimated assets
of less than $50,000 and liabilities of $1 million to $10 million
in the Chapter 15 petition.

Affiliates of Calgary, Alberta-based EarthRenew also filed for
Chapter 15, and the Debtors have requested joint administration of
the cases.

According to Bloomberg News, the bankrupt affiliates include
EarthRenew IP Holdings LLC, EarthRenew Corp., EarthRenew Inc.,
EarthRenew Management LP, EarthRenew Operational Employee LP, and
EarthRenew Strathmore General Partner Ltd.


EARTHRENEW CORPORATION: Chapter 15 Case Summary
-----------------------------------------------
Chapter 15 Petitioner: Robert J. Taylor

Chapter 15 Debtor: EarthRenew Corporation
                     aka EarthRenew Organics Ltd.
                   1925 18th Avenue N.E., Suite 201
                   Calgary, Alberta T2E 7T8
                   Canada

Chapter 15 Case No.: 10-13364

Type of Business: The Debtor is an organic matter fertilizer
                  company.

Chapter 15 Petition Date: October 20, 2010

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

Judge: Christopher S. Sontchi

Debtor's Counsel: Michael R. Nestor, Esq.
                  YOUNG CONAWAY STARGATT & TAYLOR
                  The Brandywine Building
                  1000 West Street, 17th Floor
                  P.O. Box 391
                  Wilmington, DE 19899
                  Tel: (302) 571-6600
                  Fax: (302) 571-1253
                  E-mail: bankfilings@ycst.com

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

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

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

Debtor-affiliates filing separate Chapter 15 petitions:

    -- EarthRenew IP Holdings LLC
    -- EarthRenew, Inc.
    -- EarthRenew Management General Partner Ltd
    -- EarthRenew Management LP
    -- EarthRenew Operational Employee LP
    -- EarthRenew Solutions LP
    -- EarthRenew Strathmore 1 LP
    -- EarthRenew Strathmore General Partner Ltd.


EARTHRENEW IP: Chapter 15 Case Summary
--------------------------------------
Chapter 15 Petitioner: Robert J. Taylor

Chapter 15 Debtor: EarthRenew IP Holdings LLC
                   3500 South Dupont Highway
                   Dover, DE 19901

Chapter 15 Case No.: 10-13363

Chapter 15 Petition Date: October 20, 2010

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

Judge: Christopher S. Sontchi

Debtor's Counsel: Michael R. Nestor, Esq.
                  Donald J. Bowman, Jr., Esq.
                  YOUNG CONAWAY STARGATT & TAYLOR
                  The Brandywine Building
                  1000 West Street, 17th Floor
                  P.O. Box 391
                  Wilmington, DE 19899
                  Tel: (302) 571-6600
                  Fax: (302) 571-1253
                  E-mail: bankfilings@ycst.com

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

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

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

Debtor-affiliates filing separate Chapter 15 petitions:

    -- EarthRenew Corporation
    -- EarthRenew IP Holdings LLC
    -- EarthRenew, Inc.
    -- EarthRenew Management General Partner Ltd
    -- EarthRenew Management LP
    -- EarthRenew Operational Employee LP
    -- EarthRenew Solutions LP
    -- EarthRenew Strathmore 1 LP
    -- EarthRenew Strathmore General Partner Ltd.


EMISPHERE TECHNOLOGIES: Files Prospectus on Resale of 8MM Shares
----------------------------------------------------------------
Emisphere Technologies Inc. filed with the Securities and Exchange
Commission a prospectus relating to the offer for sale by existing
holders of its common stock of 8,140,496 shares of the Company's
common stock, par value $0.01 per share, including 3,488,784
shares of common stock issuable upon exercise of the warrants held
by the selling security holders.

According to the Company, it is anticipated that the selling
security holders will sell these shares of common stock from time
to time in one or more transactions, in negotiated transactions or
otherwise, at prevailing market prices or at prices otherwise
negotiated.  The Company will not receive any proceeds from the
sales.  The Company, however, will pay all fees and expenses
incurred incident to the registration of the common stock,
including SEC filing fees.  Each selling security holder will be
responsible for all costs and expenses in connection with the sale
of their shares of common stock, including brokerage commissions
or dealer discounts.

The selling shareholders are Bai Ye Feng; Anson Investments Master
Fund LP; Iroquois Master Fund, Ltd.; Hudson Bay Master Fund Ltd.;
and Cranshire Capital, L.P.; Freestone Advantage Partners, LP.

A copy of the prospectus dated October 13 is available at no
charge at http://ResearchArchives.com/t/s?6cc9

                   About Emisphere Technologies

Based in Cedar Knolls, New Jersey, Emisphere Technologies, Inc.
(OTC BB: EMIS) -- http://www.emisphere.com/-- is a
biopharmaceutical company that focuses on a unique and improved
delivery of pharmaceutical compounds and nutritional supplements
using its Eligen(R) Technology.  The Eligen(R) Technology can be
applied to the oral route of administration as well other delivery
pathways, such as buccal, rectal, inhalation, intra-vaginal or
transdermal.

The Company's balance sheet at June 30, 2010, showed $3.11 million
in total assets, $76.51 million in total liabilities, and a
$73.41 million stockholders' deficit.

Emisphere noted in an October 2010 filing with the Securities and
Exchange Commission that since its inception in 1986, it has
generated significant losses from operations.  Emisphere
anticipates it will continue to generate significant losses from
operations for the foreseeable future, and that its business will
require substantial additional investment that it has not yet
secured.

In its March 25, 2010 audit report on the Company's financial
statements for the year ended December 31, 2009, McGladrey &
Pullen, LLP, in New York, said there is substantial doubt about
the Company's ability to continue as a going concern.  The audit
reports prepared by the Company's independent registered public
accounting firms relating to its financial statements for the
years ended December 31, 2007 and 2008, also included an
explanatory paragraph expressing substantial doubt about the
Company's ability to continue as a going concern.


EMIVEST AEROSPACE: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Emivest Aerospace Corporation
          fka Sino Swearingen Aircraft
        1770 Skyplace Boulevard
        San Antonio, TX 78216

Bankruptcy Case No.: 10-13391

Chapter 11 Petition Date: October 20, 2010

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

Debtor's Counsel: Daniel B. Butz, Esq.
                  MORRIS, NICHOLS, ARSHT & TUNNELL LLP
                  1201 N. Market Street, 18th Floor
                  Wilmington, DE 19801
                  Tel: (302) 575-7348
                  Fax: (302) 658-3989
                  E-mail: dbutz@mnat.com

Estimated Assets: $50,000,001 to $100,000,000

Estimated Debts: $50,000,001 to $100,000,000

The petition was signed by Anthony Power, chief executive officer.

Debtor's List of 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Yao-Hwa Glass Co Ltd.              Promissory Note     $15,000,000
5th Floor, No. 10, Hengyang Road
Taipei, Taiwan

Fastenal Company                   Litigation           $1,577,711
2001 Theurer Boulevard
Winona, MN 55987

Texas State Comptroller            Trade Debt - Sales     $999,867
9514 Console Drive, Suite 102      Taxes
San Antonio, TX 78229

European Avaiation Safety Agency   Trade Debt -           $928,961
Postfach 10 12 53                  Certification of
Cologne Germany 50452              SJ30-2 in Europe

Blue Cross Blue Shield of Texas    Trade Debt - Health    $365,000
901 S. Central Expressway          Insurance, Admin
Richardson, TX 75080               Fees and Claims

Department of Treasury             Trade Debt -           $298,836
Internal Revenue Service           Payroll Taxes
Ogden, UT 84201-0012

Bexar County Tax Assessor -        Trade Debt             $282,053
Collector
P.O. Box 839950
San Antonio, TX 78283-3950

Berkeley County Sheriff            Trade Debt -           $263,290
400 W. Stephen Street              Personal and Real
Martinsburg, WV 25401              Property Taxes

Security Air Park, Inc.            Promissory Note        $250,000
477 C-3A Sandau
San Antonio, TX 78216

Israel Aerospace Industries Ltd    Trade Debt -           $197,752
                                   Production Related

C&F Tool and Die Co.               Trade Debt -           $160,648
                                   Production Related

Metalcraft Technologies, Inc.      Trade Debt -           $109,483
                                   Production Related

Triumph Structures - Wichita, Inc. Trade Debt -           $104,516
                                   Production Related

Ametek Advanced Industries, Inc    Trade Debt -           $104,410
                                   Production Related

Ellis & Winters, LLP               Trade Debt - Legal     $102,531
                                   Fees

Texas Workforce Commission         Trade Debt -            $92,728
                                   Unemployment
                                   Insurance Tax

Ernst & Young LLP                  Trade Debt - Tax        $90,057
                                   Consulting Fees

KPMG, LLP                          Trade Debt              $85,000
                                   Auditing Fees

Derse, Inc                         Trade Debt -            $84,495
                                   Marketing Related

Sargent Controls & Aerospace       Trade Debt -            $79,740
                                   Production Related


EQK BRIDGEVIEW: Asks for Court's OK to Use Cash Collateral
----------------------------------------------------------
EQK Bridgeview Plaza, Inc., seeks authority from the U.S.
Bankruptcy Court for the Northern District of Texas to use the
cash collateral securing its obligations to prepetition lenders.

As of the Petition Date, the Debtor was allegedly indebted to:
(i) Grand Pacific Finance Corp. pursuant to a loan made to the
Debtor by Grand Pacific on March 24, 2005, in the original
principal amount of $7,197,000; (ii) Bank of America, N.A., as
indenture trustee under the Indenture, dated November 30, 2006,
between Hometown Commercial Trust 2006-1 and LaSalle Bank National
Association, acting through its servicer Midland Loan Services,
Inc., pursuant to a loan originally made to Transcontinental
Brewery, Inc., by Hometown Commercial Capital, LLC, on October 13,
2006, in the original principal amount of $2,450,000; (iii) Branch
Banking & Trust Company pursuant to a loan originally made to EQK
Windmill Farms, LLC, a Nevada Corporation, by Colonial Bank, N.A.,
on November 17, 2006, in the original principal amount of
$43,806,786; and (iv) Grand Pacific pursuant to a loan made to
South Cochran Corporation by Grand Pacific on or about January 12,
2005, in the original principal amount of $3,750,000.

Melissa S. Hayward, Esq., at Franklin Skierski Lovall Hayward LLP,
explains that the Debtor needs the money to fund its Chapter 11
case, pay suppliers and other parties.  The Debtor will use the
collateral pursuant to a budget, a copy of which is available for
free at http://bankrupt.com/misc/EQK_budget.pdf

According to the Debtor, each of the lenders' respective interests
is adequately protected.  Each lender, says the Debtor, is
significantly oversecured, as the value of the real property
serving as collateral for each respective Lender significantly
exceeds the amount of the indebtedness.

In exchange for using the cash collateral, the Debtor will provide
each lender with a replacement lien on post-petition income to
protect each lender to the extent of any diminution in value of
its respective collateral.

                    About EQK Bridgeview Plaza

Dallas, Texas-based EQK Bridgeview Plaza, Inc., owns various real
estate holdings in multiple states.  Specifically, EQK Bridgeview
owns the Bridgeview Plaza shopping center in La Crosse, Wisconsin;
an office building and warehouse and approximately 12.07 acres of
land behind the office building in Farmers Branch, Texas;
approximately 2,928.441 acres of undeveloped land in Kaufman
County, Texas; and the Dunes Plaza shopping center in Michigan
City, Indiana.

EQK Bridgeview filed for Chapter 11 bankruptcy protection on
October 4, 2010 (Bankr. N.D. Tex. Case No. 10-37054).  Melissa S.
Hayward, Esq., at Franklin Skierski Lovall Hayward LLP, assists
EQK Bridgeview in its restructuring effort.  According to its
schedules, EQK Bridgeview disclosed $76,458,815 in total assets
and $74,763,048 in total liabilities.


ESCOM LLC: Selling Sex.com Domain to Clover for $13 Million
-----------------------------------------------------------
Melanie Cohen, writing for Dow Jones' Daily Bankruptcy Review,
reports that Escom LLC, owner of Sex.com, is seeking Judge
Geraldine Mund's permission to sell the domain name to offshore
holding company Clover Holdings Ltd. for $13 million.

According to DBR, Escom wants the Court to sign off on the sale no
later than October 27 because "it is imperative to the estate that
this transaction close promptly."  According to court documents,
Clover's bid was the "highest and best" offer and is "in the best
interests of the debtor's estate and all stakeholders."

According to DBR, court papers show that domain marketplace Sedo
brokered the sale, undertaking "an extensive and elaborate
campaign" and conducting "lengthy discussion with many of these
parties regarding the assets."  In all, Sedo entertained about a
dozen offers for Sex.com.

Escom LLC was formed in 2006 to operate the Sex.com domain name,
which was sold to it for $12 million by Match.com owner Gary
Kremen, according to the Washington Post.  Escom has been in
default of millions of dollars in loans since January 2009.

Three creditors filed an involuntary Chapter 11 petition on
March 17 against Escom LLC (Bankr. C.D. Calif. Case No. 10-13001),
seeking payment of more than $10 million.  The petition halted
foreclosure by secured creditor DOM Partners LLC, owed $4.5
million.  The companies that filed the involuntary petition are
controlled by an individual named Michael Mann, who was Escom's
manager.

According to Bloomberg, the bankruptcy court denied a motion by
DOM to dismiss the petition as having been filed in bad faith.
The judge also refused to allow DOM to continue foreclosure.

Escom was officially ordered into bankruptcy on June 21, 2010.


FANNIE MAE: Regulator Hires Quinn Emmanuel to Assist in Probe
-------------------------------------------------------------
Nick Timiraos, writing for The Wall Street Journal, reports that
the Federal Housing Finance Agency, as conservator for Fannie Mae
and Freddie Mac, has hired Los Angeles-based Quinn Emanuel
Urquhart & Sullivan LLP as the agency considers how to move
forward with efforts to recoup billions of dollars on soured
mortgage-backed securities purchased from banks and Wall Street
firms.

As reported by the Troubled Company Reporter on July 13, 2010, the
FHFA issued 64 subpoenas to various entities, seeking documents
related to private-label mortgage-backed securities in which the
two Enterprises invested.  The documents would enable the FHFA to
determine whether PLS issuers and others are liable to the
Enterprises for certain losses they have suffered on PLS.  If so,
the Conservator expects to recoup funds, which would be used to
offset payments made to the Enterprises by the U.S. Treasury.

The FHFA didn't disclose its targets.  The Journal's Mr. Timiraos
reported in July that the top private issuers of mortgage
securities included Bear Stearns Cos. and Washington Mutual Inc.,
which were taken over by J.P. Morgan Chase & Co., as well as
Countrywide Home Loans and Merrill Lynch, which were taken over by
Bank of America Inc.  Deutsche Bank AG and Morgan Stanley were
also among the top issuers.  All the banks declined to comment.

FHFA is now working with Quinn Emanuel to coordinate its
investigations.  According to the Journal, the FHFA said in a
statement it is analyzing requested information and that "no
decisions for future action have been made."  The Journal says
Quinn Emanuel confirmed its hiring by the FHFA but declined to
comment further.

The Journal also reports that Bank of America Corp. on Tuesday
acknowledged receiving a letter from investors alleging that the
bank didn't properly service bond deals worth $47 billion.
Investors include Freddie Mac and the Federal Reserve Bank of New
York.  Bank of America Chief Executive Brian Moynihan said the
bank would "diligently fight this."

According to the Journal, analysts said the FHFA's efforts could
ultimately lead to a settlement that would avoid protracted legal
battles.  "There's going to be much more incentive to negotiate
seriously and quickly than if they had done this seven months ago,
when people were blithely ignoring the fraud," says William K.
Black, a former federal bank regulator who is now an associate
professor at the University of Missouri-Kansas City School of Law,
the Journal relates.

                         About Fannie Mae

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

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

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


FIDELITY PROPERTIES: Has Until October 29 to File Chapter 11 Plan
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
extended until October 29, 2010, Fidelity Properties Group, LLC's
exclusive period to file a proposed Chapter 11 Plan and Disclosure
Statement.

Orlando, Florida-based Fidelity Properties Group LLC filed for
Chapter 11 bankruptcy protection on April 1, 2010 (Bankr. M.D.
Fla. Case No. 10-05510).  Lawrence M. Kosto, Esq., Kosto & Rotella
PA, assists the Debtor in its restructuring effort.  The Company
disclosed $10,333,188 in assets and $3,593,828 in debts as of the
Petition Date.


FIRST NATIONAL BUILDING: Cases Transferred to W.D. Okla.
--------------------------------------------------------
The Honorable Geraldine Mund entered an order directing the
transfer of the Chapter 11 cases of First National Building I, LLC
and First National Building II, LLC from the Central District of
California to the Western District of Oklahoma.  Capmark Bank and
Capmark CDF Subfund VI LLC, the Debtor's lenders, made the
request, and Judge Mund agreed to the venue change.  Capmark is
represented by H. Mark Mersel, Esq. -- mark.mersel@bryancave.com -
- at Bryan Cave LLP in Irvine, Calif.

First National Building I, LLC, filed a chapter 11 petition
(Bankr. C.D. Calif. Case No. 10-22745) in Woodland Hills, Calif.,
on Oct. 7, 2010, and the case was transferred (Bankr. W.D. Okla.
Case No. 10-16334) to Oklahoma City on Oct. 13, 2010.  First
National Building II, LLC, filed a chapter 11 petition (Bankr.
C.D. Calif. Case No. 10-22747) in Woodland Hills, Calif. on Oct.
7, 2010, and the case was transferred (Bankr. W.D. Okla. Case No.
10-16335) to Oklahoma City on Oct. 13, 2010.

David L. Neale, Esq., and Juliet Y. Oh, Esq., at Levene, Neale,
Bender, Yoo & Brill L.L.P. represent the Debtors.  The Debtors
each estimates assets and debts at $10 million to $50 million.

The Debtors are affiliated with Roosevelt Lofts, LLC (Bankr. C.D.
Calif. Case No. 09-14214).


FORMTECH INDUSTRIES: PBGC Assumes Underfund Pension Plan
--------------------------------------------------------
The Pension Benefit Guaranty Corporation assumed responsibility
for the underfunded pension plan covering 570 former workers and
retirees of FormTech Industries, an automotive supplier based in
Royal Oak, Mich.

The PBGC stepped in because FormTech is liquidating in bankruptcy
proceedings, and there will be no sponsor left to fund or
administer the plan.  Retirees will continue to receive their
monthly benefit payments without interruption, and other workers
will receive their pensions when they are eligible to retire.

According to PBGC estimates, the FormTech Industries LLC Pension
Plan is 38% funded, with assets of $2.23 million to cover $5.86
million in benefit liabilities. The PBGC expects to be responsible
for $2.05 million of the $3.63 million shortfall.

The PBGC will take over the assets and use insurance funds to pay
guaranteed benefits earned under the plan.  The plan ended on Dec.
31, 2009, and the agency assumed responsibility for the plan on
Sept. 10, 2010.

Within the next several weeks, the PBGC will send notification
letters to all participants in the FormTech plan.  Under
provisions of the Pension Protection Act of 2006, the maximum
guaranteed pension the PBGC can pay is determined by the legal
limits in force on the date of the plan sponsor's bankruptcy.
Therefore participants in the plan are subject to the limits in
effect when FormTech filed for bankruptcy protection on Aug. 26,
2009, which set a maximum guaranteed amount of $54,000 per year
for a 65-year-old.

The maximum guaranteed amount is lower for those who retire
earlier or elect survivor benefits.  In addition, certain early
retirement subsidies and benefit increases made within the five
years immediately before the Aug. 26, 2009 bankruptcy date may not
be fully guaranteed.

Workers and retirees with questions may consult the PBGC Web site,
http://www.pbgc.gov/or call toll-free at 1-800-400-7242.  For
TTY/TDD users, call the federal relay service toll-free at 1-800-
877-8339 and ask for 800-400-7242.

FormTech retirees who draw a benefit from the PBGC may be eligible
for the federal Health Coverage Tax Credit.  Further information
may be found on the PBGC Web site at http://www.pbgc.gov/workers-
retirees/benefits-information/content/page13692.html

Assumption of the plan's unfunded liabilities will increase the
PBGC's claims and was not previously included in the agency's
fiscal year 2009 financial statements.

The PBGC is a federal corporation created under the Employee
Retirement Income Security Act of 1974. It currently guarantees
payment of basic pension benefits earned by 44 million American
workers and retirees participating in over 29,000 private-sector
defined benefit pension plans. The agency receives no funds from
general tax revenues. Operations are financed largely by insurance
premiums paid by companies that sponsor pension plans and by
investment returns.

FormTech was founded in 2006 and was a leading manufacturer of
gears and shafts for transmissions and transfer cases that were
used in almost every car and truck produced in the United States.
The company operated plants in Michigan, Ohio and New York. In
2009, FormTech defaulted on a credit agreement and many of the
company's suppliers demanded cash upon delivery, which pushed the
company to the verge of bankruptcy.  After a controlling portion
of FormTech's credit agreement was purchased by HHI Funding LLC,
the company filed for Chapter 11 protection in the U.S. Bankruptcy
Court in Wilmington, Del., on Aug. 26, 2009.  Shortly thereafter,
HHI purchased FormTech's assets and declined to assume
responsibility for the pension plan.

The Company and its affiliate, FormTech Industries Holdings LLC,
filed for Chapter 11 protection on Aug. 26, 2009 (Bankr. D. Del.
Case Nos. 09-12964 and 09-12965).  Lynn M. Brimer, Esq., Meredith
E. Taunt, Esq., and Andrew A. Ayar, Esq., at Strobl & Sharp, P.C.,
represented the Debtors in their restructuring efforts.  The
Debtors selected Steven M. Yoder, Esq., Jeremy W. Ryan, Esq., and,
R. Stephen McNeill, Esq., at Potter Anderson & Corroon LLP, as
co-counsel, and Kurtzman Carson Consultants LLC, as claims agent.
In its petition, FormTech Industries LLC estimated assets between
$100 million and $500 million, and debts between $50 million and
$100 million.


FRANK ELIOPOULOS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Joint Debtors: Frank Nicholas Eliopoulos
               Constantina Moschonas Eliopoulos
               6812 N. Oracle, #138
               Tucson, AZ 85704

Bankruptcy Case No.: 10-33494

Chapter 11 Petition Date: October 18, 2010

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

Judge: Eileen W. Hollowell

Debtors' Counsel: Eric Slocum Sparks, Esq.
                  ERIC SLOCUM SPARKS PC
                  110 S. Church Avenue, #2270
                  Tucson, AZ 85701
                  Tel: (520) 623-8330
                  Fax: (520) 623-9157
                  E-mail: eric@ericslocumsparkspc.com

Scheduled Assets: $964,997

Scheduled Debts: $2,581,767

[REDACTED -- June 14, 2014]


FRANKLIN PLACE: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Franklin Place Senior Apartments, LP
        340 Royal Poinciana Way, Ste. 305
        Palm Beach, FL 33480

Bankruptcy Case No.: 10-53300

Chapter 11 Petition Date: October 19, 2010

Court: United States Bankruptcy Court
       Eastern District of Kentucky (Lexington)

Debtor's Counsel: Ellen Arvin Kennedy, Esq.
                  DINSMORE & SHOHL
                  250 West Main Street, Suite 1400
                  Lexington, KY 40507
                  Tel: (859) 425-1020
                  E-mail: dsbankruptcy@dinslaw.com

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

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/kyeb10-53300.pdf

The petition was signed by Cristie George, senior vice president
of sole member of the Debtor's general partner.


FREDDIE MAC: Director Rose Doesn't Hold Securities Yet
------------------------------------------------------
Clayton S. Rose, who was recently elected to Freddie Mac's board
of directors, disclosed in a Form 3 filing with the Securities and
Exchange Commission that he doesn't hold any Freddie Mac
securities.

As reported by the Troubled Company Reporter on October 19, 2010,
Freddie Mac said Mr. Rose, Professor of Management Practice at
Harvard Business School and veteran executive in the financial
services and investment industries, was joining the Company's
board.  Mr. Rose will serve on the Business and Risk and
Compensation Committees of the Board.

Freddie Mac said Mr. Rose will receive compensation as a non-
executive director.  Freddie Mac will enter into an
indemnification agreement with Mr. Rose, effective October 14,
2010.

                          About Freddie Mac

Based in McLean, Virginia, the Federal Home Loan Mortgage
Corporation, known as Freddie Mac (OTCBB: FMCC) --
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.


FREDDIE MAC: Regulator Hires Quinn Emmanuel to Assist in Probe
--------------------------------------------------------------
Nick Timiraos, writing for The Wall Street Journal, reports that
the Federal Housing Finance Agency, as conservator for Fannie Mae
and Freddie Mac, has hired Los Angeles-based Quinn Emanuel
Urquhart & Sullivan LLP as the agency considers how to move
forward with efforts to recoup billions of dollars on soured
mortgage-backed securities purchased from banks and Wall Street
firms.

As reported by the Troubled Company Reporter on July 13, 2010, the
FHFA issued 64 subpoenas to various entities, seeking documents
related to private-label mortgage-backed securities in which the
two Enterprises invested.  The documents would enable the FHFA to
determine whether PLS issuers and others are liable to the
Enterprises for certain losses they have suffered on PLS.  If so,
the Conservator expects to recoup funds, which would be used to
offset payments made to the Enterprises by the U.S. Treasury.

The FHFA didn't disclose its targets.  The Journal's Mr. Timiraos
reported in July that the top private issuers of mortgage
securities included Bear Stearns Cos. and Washington Mutual Inc.,
which were taken over by J.P. Morgan Chase & Co., as well as
Countrywide Home Loans and Merrill Lynch, which were taken over by
Bank of America Inc.  Deutsche Bank AG and Morgan Stanley were
also among the top issuers.  All the banks declined to comment.

FHFA is now working with Quinn Emanuel to coordinate its
investigations.  According to the Journal, the FHFA said in a
statement it is analyzing requested information and that "no
decisions for future action have been made."  The Journal says
Quinn Emanuel confirmed its hiring by the FHFA but declined to
comment further.

The Journal also reports that Bank of America Corp. on Tuesday
acknowledged receiving a letter from investors alleging that the
bank didn't properly service bond deals worth $47 billion.
Investors include Freddie Mac and the Federal Reserve Bank of New
York.  Bank of America Chief Executive Brian Moynihan said the
bank would "diligently fight this."

According to the Journal, analysts said the FHFA's efforts could
ultimately lead to a settlement that would avoid protracted legal
battles.  "There's going to be much more incentive to negotiate
seriously and quickly than if they had done this seven months ago,
when people were blithely ignoring the fraud," says William K.
Black, a former federal bank regulator who is now an associate
professor at the University of Missouri-Kansas City School of Law,
the Journal relates.

                          About Freddie Mac

Based in McLean, Virginia, the Federal Home Loan Mortgage
Corporation, known as Freddie Mac (OTCBB: FMCC) --
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.


FREDDIE MAC: Sells 0.375% $5 Bil. 2-Yr. USD Reference Notes
-----------------------------------------------------------
Freddie Mac priced its new 0.375% $5 billion two-year USD
Reference Notes(R) security due on November 30, 2012.  The issue,
CUSIP number 3137EACP2, was priced at 99.772 to yield 0.484%, or
12.5 basis points more than two-year U.S. Treasury Notes.  The
issue will settle on October 22, 2010.

The new two-year Reference Notes security was offered via a
syndicate of dealers headed by UBS Investment Bank, Goldman, Sachs
& Co. and Deutsche Bank Securities, Inc. An application was made
to list the issue on the Euro MTF market of the Luxembourg Stock
Exchange.

                          About Freddie Mac

Based in McLean, Virginia, the Federal Home Loan Mortgage
Corporation, known as Freddie Mac (OTCBB: FMCC) --
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.


GENERAL GROWTH: Plan of Reorganization Confirmed by Court
---------------------------------------------------------
General Growth Properties, Inc. disclosed that Judge Allan Gropper
of the U.S. Bankruptcy Court for the Southern District of New York
confirmed the Company's plan of reorganization.  GGP expects to
emerge from Chapter 11 restructuring on or about the 8th of
November.

GGP will emerge from its financial restructuring with a strong
balance sheet and substantially less debt, providing it with a
solid financial foundation on which to execute its growth
strategy.  Upon emergence, GGP will have a significantly improved
capital structure, having secured $6.8 billion in equity
commitments from Brookfield Asset Management, Fairholme Funds,
Pershing Square Capital Management, Blackstone and The Teacher
Retirement System of Texas.  GGP has also successfully and
consensually restructured approximately $15 billion in project-
level debt, renegotiating terms and extending maturity dates. In
addition, all pre-petition GGP creditors will be satisfied in
full.

"The confirmation of our plan is an important milestone as we lay
the groundwork for a successful future for GGP.  We secured equity
commitments from four highly respected investment firms and one of
the most admired pension funds in the U.S., restructured and
extended our long-term debt and will pay every creditor in full,"
said Adam Metz, chief executive officer of GGP.  "We are grateful
to all of our stakeholders for contributing to the success of this
process. We are now prepared to begin a new era for GGP on firm
financial footing."

As part of its plan of reorganization, GGP will split itself into
two separate publicly traded corporations upon emergence, and
current shareholders will receive common stock in both companies.
The new GGP will remain the second-largest shopping mall owner and
operator in the country, with more than 185 regional malls in 43
states, and will focus on largely stable, income-producing
shopping malls and other real estate assets.  The spin-off
company, The Howard Hughes Corporation, will consist of GGP's
portfolio of master planned communities and other strategic real
estate development opportunities.

Mr. Metz continued, "Over the last year and a half we have made a
number of operational enhancements and worked hard to prepare GGP
for a promising future and for the successful spin-off of The
Howard Hughes Corporation.  I know these have been challenging
times and I would like to sincerely thank our employees,
customers, suppliers, lenders and partners for all of their
support."

In its restructuring, GGP has successfully and consensually
restructured all of approximately $15 billion of the project-level
debt included in the bankruptcy.  These plans provide for the
payment of all allowed creditor claims in full and the extension
of the secured mortgage loans so such debt has a range of
maturities, with no restructured loan maturing before January 1,
2014, and further provide for the repayment of restructured
secured mortgage debt without any prepayment penalties.  Certain
debt associated with non-filed joint venture properties matures
prior to 2014.  In addition, $1.65 billion of pre-petition Rouse
Bonds have elected to either exchange for new, longer dated Bonds
or be reinstated at existing rates, thereby providing the company
an even more attractive maturity profile while allowing the
company to forgo the more costly standby term debt facility it had
arranged.

In addition, shareholders will receive a substantial recovery and
GGP will implement a recapitalization with $6.8 billion of new
capital.  GGP's investment agreements with Brookfield, Fairholme,
Pershing Square, Blackstone and Teacher Retirement System of Texas
provide GGP with the flexibility to reduce their equity
investments.  A key feature of these agreements is a clawback
provision that provides GGP the option to replace up to $2.15
billion of the capital being committed by Fairholme, Pershing
Square and Teacher Retirement System of Texas with the proceeds of
equity issuances at more advantageous pricing. The new GGP has
filed a registration statement on Form S-11 with the Securities
and Exchange Commission to attempt to raise public equity shortly
after emergence from Chapter 11.

The offering of equity will be made only by means of a prospectus.
A registration statement relating to these securities has been
filed with the Securities and Exchange Commission but has not yet
become effective.  These securities may not be sold nor may offers
to buy be accepted prior to the time the registration statement
becomes effective.

                     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: To Distribute Shares on November 1
--------------------------------------------------
General Growth Properties, Inc. disclosed November 1, 2010, is the
record date for the distribution of shares of the two separate
publicly traded corporations that will exist following GGP's
emergence from bankruptcy.  Pursuant to GGP's plan of
reorganization, each holder of a share of "old" GGP common stock
as of the record date will receive 0.0983 of a share of common
stock of the spin-off company, The Howard Hughes Corporation.
Following the distribution of the shares of The Howard Hughes
Corporation, existing shares of "old" GGP will be converted into
and represent the right to receive one "new" GGP share.  No
fractional shares of new GGP or The Howard Hughes Corporation will
be issued. The record date was determined in accordance with the
confirmation order entered by the bankruptcy court.  The
distribution date will be the day GGP emerges from bankruptcy,
which is expected to be on or around November 8, 2010.

New GGP's common stock has been approved for listing under the
symbol GGP, subject to official notice of issuance, on the New
York Stock Exchange.  The Howard Hughes Corporation has filed an
application to list its common stock on the NYSE under the symbol
HHC.  GGP anticipates that NYSE "when issued" trading in the
common stock of both companies will commence prior to the
distribution date.  An update on commencement of "when issued"
trading will be provided when available.

Given the nature of this transaction, holders of "old" GGP shares
who sell their shares leading up to and including on the
emergence/distribution date will be giving up their entitlement to
both new GGP and The Howard Hughes Corporation shares.  Holders
are therefore encouraged to consult their financial advisors
before trading their existing shares of GGP.

                          About General Growth

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

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

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


GENERAL MOTORS: Parties File Objections to Old GM Plan Outline
--------------------------------------------------------------
Various parties, including two statutory committees, have filed
objections to the disclosure statement explaining Old GM's
proposed Chapter 11 plan.

The Official Committee of Unsecured Creditors complains to Judge
Robert Gerber of the U.S. Bankruptcy Court for the Southern
District of New York that despite repeated requests for Motors
Liquidation Company to publicly disclose additional information
and provide greater transparency to creditors, a significant
amount of important information is notably absent from the
Disclosure Statement explaining the Debtors' Joint Chapter 11 Plan
of Reorganization,

Counsel to the Creditors' Committee, Thomas Moers Mayer, Esq., at
Kramer Levin Naftalis & Frankel LLP, in New York, points out the
Disclosure Statement lacks adequate information in these key
aspects:

  (1) The Disclosure Statement does not include the form of the
      GUC Trust Agreement, which will govern the claims
      reconciliation process and distributions and reporting to
      creditors post-Effective Date.

  (2) The Disclosure Statement does not disclose who will be
      retained by the GUC Trust to administer the day-to-day
      operations of the GUC Trust and on what terms.

  (3) The Disclosure Statement does not include a budget for
      wind-down expenses post-Effective Date.  In the course of
      plan negotiations, the Creditors' Committee began
      negotiating a post-Effective Date budget with the Debtors
      and U.S. Department of the Treasury to ensure that there
      would be sufficient funding available to administer the
      claims reconciliation and prosecute the Term Loan
      Litigation.

  (4) Less than two weeks before filing of the Plan and
      Disclosure Statement, counsel to the Creditors' Committee
      learned that, per the Treasury's request, the Plan would
      leave open whether Treasury or unsecured creditors are
      the proper beneficiaries of an action initiated by the
      Creditors' Committee to recover $1.5 billion paid to the
      Prepetition Term Lenders.

  (5) The Disclosure Statement does not provide detail on the
      size of the claims pool, which is critical for creditors
      to understand the amount of their distribution and the
      required reserves.

Wilmington Trust Company, a member of the Creditors' Committee,
separately raised concerns on the Disclosure Statement with
respect to the budget and certain deficiencies regarding the Term
Loan Litigation.  On behalf of WTC, Matthew J. Williams, Esq., at
Gibson Dunn & Crutcher LLP, in New York, reminds the Court that
WTC has sought to ensure that the Debtors' estates' budgeted cash
position was sufficient to fund an orderly wind-down, claims
reconciliation and distribution process.  WTC's concern was
resolved pursuant to an agreement with the Treasury, the Debtors
and the Creditors' Committee, whereby the Treasury agreed to
(i) increase the funds available for the wind-down to
$1.175 billion; and (ii) provide for a Wind-Down Facility that
would mature only after the claims reconciliation and liquidation
of the Debtors' estates.  If approved in its current form, the
Disclosure Statement would eviscerate this deal insofar as the
Plan proposes to prepay the Wind-Down Facility on the Effective
Date, Mr. Williams contends.

The Official Committee of Unsecured Creditors Holding Asbestos-
Related Claims, on the other hand, complains to Judge Gerber that
the Debtors have filed a Disclosure Statement that omits critical
information that asbestos creditors will need before deciding
whether to vote for or against a plan of reorganization.
Specifically, the Asbestos Committee asserts that the Disclosure
Statement for the Debtors' Joint Chapter 11 Plan of Reorganization
completely fails to give asbestos creditors any basis on which to
evaluate their potential recoveries.

In conjunction with the Asbestos Committee's assertions on the
purported releases to New GM, Dean M. Trafelet, as Legal
Representative for Future Asbestos Personal Injury Claimants,
seeks elaboration on these issues:

  (1) The Plan purports to release nondebtor third parties,
      including New GM, from all asbestos liability and to
      enjoin creditors from filing suit on account of such
      asbestos liability.

  (2) By providing that the "sole recourse" of all holders of
      Asbestos Personal Injury Claims -- including future
      asbestos claimants -- is the Asbestos Trust, the Plan
      arguably precludes those holders from pursuing unrelated
      third parties for their own, independent involvement with
      asbestos.

  (3) The definition of "Protected Party" in the Plan includes
      New GM, thus releasing New GM from all asbestos liability
      and precluding creditors from suing New GM despite the
      fact that New GM is paying no consideration for its
      release and the injunction.

                           U.S. Trustee

Tracy Hope Davis, the U.S. Trustee for Region 2, opposes approval
of the Disclosure Statement to the Joint Chapter 11 Plan of
Reorganization because it does not provide adequate information:

   (i) concerning the postpetition appointment of Brady C.
       Williamson, as Fee Examiner;

  (ii) on the professional fees incurred by the Debtors after the
       Petition Date through the effective date of the Plan;

(iii) regarding the cash needs of the Debtors for the Plan to be
       effectuated;

  (iv) as to the treatment of quarterly fees due to the U.S.
       Trustee or post-confirmation reporting of disbursements;

   (v) or comport with Second Circuit law, concerning the
       releases and exculpation; and

  (vi) on the effect of confirmation with regard to the absence
       of discharge

                    GM Nova Scotia Noteholders

"The Disclosure Statement contains confusing and ambiguous
language with regard to the allowance and treatment of the Wind-
up Claim and the Guarantee Claims, which makes it impossible for
the objecting parties to make an informed decision regarding the
treatment of the claims under the Plan," certain holders of notes
issued by General Motors Nova Scotia Finance Company allege.

Specifically, on behalf of the noteholders John H. Bae, Esq., at
Greenberg Traurig, LLP, in New York -- baej@gtlaw.com -- complains
to the Court that the Disclosure Statement is not clear as to
whether a $1.6 billion Wind-up Claim and $1.7 billion Guarantee
Claims are allowed as required by a Lock-Up Agreement.  He further
notes that the Disclosure Statement does not say whether Motors
Liquidation Company is acting in manner consistent with its
obligations under the Lock-up Agreement.  The Lock-up Agreement
however clearly obligates MLC to allow both the Wind-up and the
Guarantee Claims, he insists.

Green Hunt Wedlake, Inc., as trustee for GM Nova Scotia, stresses
that it is crucial that the Disclosure Statement elaborate on the
allowance of the Wind-up Claim and the potential consequences of
Motors Liquidation Company's failure to abide by its obligations
under the Lock Up Agreement.

The Nova Scotia Trustee reminds the Court that the Debtors'
compliance with the Lock Up Agreement was material to the
resolution of the Noteholders' prepetition litigation against
Motors Liquidation, GM Canada and GM Nova Scotia.  "The Debtors'
failure to continue to comply with the entirety of the Lock Up
Agreement not only materially and negatively impacts the Nova
Scotia Trustee, but also may give rise to additional causes of
action against Motors Liquidation, GM Canada and New GM that could
adversely impact creditor recoveries," Phillip C. Dublin, Esq., at
Akin Gump Strauss Hauer & Feld LLP -- pdublin@akingump.com --
counsel to the Nova Scotia Trustee asserts.

                         Other Claimants

The County of Onondaga and the Town of Salina, both of the State
of New York; the California Department of Toxic Substances
Control; the Ilco Remediation Group; and BKK Joint Defense Group
raised concerns regarding treatment of their claims set forth in
the Disclosure Statement for the Joint Chapter 11 Plan of
Reorganization.

Winkelmann Sp. z.o.o. asserts, in two separate filings with the
Court, that the Debtors should amend the Joint Chapter 11 Plan of
Reorganization and the Disclosure Statement to clarify that
holders of Class 3 general unsecured claims retain their right to
setoff in connection with resolution of timely filed claims.
Counsel to Winkelmann, Steven B. Eichel, Esq., at Crowell &
Moring LLP, in New York -- seichel@crowell.com -- argues that
without providing for the right of setoff, the Debtors could
receive a windfall at the expense of its general unsecured
creditors as a result of the delay in resolving claims prior to
confirmation.

                   Debtors Address DS Objections

The Debtors assert that of the about 55 objections to the approval
of the Disclosure Statement, only 13 relate to the adequacy of the
Disclosure Statement.  The remaining Objections are, in fact,
objections to confirmation of the Plan or general statements of
dissatisfaction with the sale of substantially all of the Debtors'
assets to General Motors, LLC or the general effects of Chapter 11
on creditors and equity holders.

A summary of the Debtors' response or proposed resolution to the
Objections is available for free at:

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

Harvey R. Miller, Esq., at Weil, Gotshal & Manges LLP, in New
York, tells the Court that the Debtors intend to modify the
Disclosure Statement and the Plan in an attempt to resolve certain
of the concerns articulated in the Objections, which relate to the
adequacy of the Disclosure Statement.  Mr. Miller says the Debtors
will file an amended Disclosure Statement and Plan as soon as
practicable.  The Debtors' Amended Plan and Disclosure Statement
will, among other things, provide an estimate or estimated range
for the Allowed Claims in each Class, he says.  The Amended Plan
will also annex as exhibits the GUC Trust Agreement and the
Environmental Response Trust Consent Decree and Settlement
Agreement, he adds.

In addition, Mr. Miller says, contrary to the assertions made by
the Official Committee of Unsecured Creditors Holding Asbestos-
Related Claims and the Future Claimants' Representative, the Plan
is neither "patently" nor "facially" unconfirmable.  To the
contrary, the Plan represents the only viable conduit for exit
from these Chapter 11 cases and provides for a simple pro rata
distribution of all remaining assets to holders of allowed
unsecured claims, he insists.  At best, there are litigable
issues relating to confirmation, which, if at all, should be
raised and addressed at that time, he tells the Court.

With the proposed revisions, the Amended Disclosure Statement will
contain all necessary information to satisfy the requirements of
Section 1125 of the Bankruptcy Code, and that the Plan is
confirmable, fair and reasonable, and in the best interests of all
parties-in-interest, the Debtors maintain.

                       The Chapter 11 Plan

Motors Liquidation Company, formerly General Motors Corporation;
MLC of Harlem, Inc.; MLCS, LLC; MLCS Distribution Corporation;
Remediation and Liability Management Company, Inc.; and
Environmental Corporate Remediation Company, Inc., delivered on
August 31 to Judge Robert Gerber of the U.S. Bankruptcy Court for
the Southern District of New York their Joint Chapter 11 Plan of
Reorganization and a Disclosure Statement explaining the Plan.

The Plan, provides a framework for the environmental remediation
of the remaining "Old GM" properties and the distribution of "New
GM" stock and warrants to unsecured creditors.

If the Plan is confirmed, substantially all of the Debtors' assets
and liabilities will be transferred to four trusts:

   (1) the Environmental Remediation Trust, or "ERT," that
       provides funds for the continuing environmental
       remediation of the Debtors' remaining properties;

   (2) the General Unsecured Creditors Trust, that will be
       responsible for resolving the outstanding claims of the
       Debtors' unsecured creditors and distributing the General
       Motors Company common stock and warrants owned by MLC to
       those unsecured creditors whose claims are allowed;

   (3) the Asbestos Trust that will handle both present and
       future asbestos-related claims against the Debtors; and

   (4) the Avoidance Action Trust that will deal with certain
       litigation-related claims of the Debtors.

MLC presently owns 10% of General Motors' common stock, plus
warrants that are exercisable for a further 15% of General Motors'
common stock on a fully diluted basis.  MLC will be issued up to
an additional 2% of General Motors' common stock if the final
estimated aggregate amount of the Debtors' unsecured claims
exceeds certain thresholds.

Additional key highlights of the Debtors' chapter 11 case to date
include:

   -- Management of more than 70,000 claims, totaling more than
      $275 billion, with more than $150 billion in claims already
      eliminated or resolved.

   -- Management of more than 900,000 contracts covering more
      than 65,000 business partners.

   -- Announced asset-sales activities that include the sale of
      the Debtors' Wilmington (Del.) Assembly to Fisker
      Automotive Inc. (for the production of hybrid electric
      cars); the sale of Pontiac (Mich.) Centerpoint to Raleigh
      Studios Inc. (for the creation of a movie studio); and an
      agreement, subject to certain conditions, to sell
      Strasbourg (France) Powertrain to General Motors (which is
      expected to save 1,200 jobs).

   -- The establishment of a Web portal to facilitate
      communication with interested parties, which has had almost
      32 million hits to date.

                        About General Motors

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

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

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

New GM has a 'BB-' corporate credit rating from Standard & Poor's
and a 'BB-' issuer default rating from Fitch.

                     About Motors Liquidation

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

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

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


GENERAL MOTORS: To Add Chicago as Mediation Location
----------------------------------------------------
Motors Liquidation Co. and its units ask the U.S. Bankruptcy Court
to amend the order approving the alternative dispute resolution
procedures to add Chicago, Illinois, as a mediation location and
amend the schedule of mediators.

Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, in New
York, relates that several holders of Designated Claims have
requested to mediate in Chicago instead of the other Mediation
Locations.  Adding Chicago, Illinois as a Mediation Location will
help minimize costs for the Designated Claimants and ensure the
effectiveness of the ADR Procedures, he asserts.

Mr. Smolinsky adds that the Debtors seek to modify the Schedule
of Mediators because one mediator listed on the original Schedule
of Mediators has developed a conflict.  The Debtors also seek to
replace certain mediators who charge travel costs to mediate in
San Francisco, California, with mediators who do not charge such
costs.  As required by the ADR Order, the Debtors have consulted
with the Ad Hoc Committee regarding these changes to the Schedule
of Mediators and provided counsel to the Ad Hoc Committee with a
revised Sharing Cap schedule that includes the Sharing Cap for
each additional mediator proposed to be added to the Schedule of
Mediators.

Mr. Smolinsky maintains that the Debtors' goal in establishing
the ADR Procedures was to conduct an efficient mediation process
for them without unjustifiably inconveniencing the affected
claimant.  The Debtors believe, in the exercise of their business
judgment, that the requested modifications will further their
goal.

                        About General Motors

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

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

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

New GM has a 'BB-' corporate credit rating from Standard & Poor's
and a 'BB-' issuer default rating from Fitch.

                     About Motors Liquidation

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

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

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


GENERAL MOTORS: US TREASURY Wants Unsecureds Plea on "Deal" Denied
------------------------------------------------------------------
The official committee of unsecured creditors formed in the
Chapter 11 cases of Motors Liquidation, formerly General Motors
Corp., filed with the U.S. Bankruptcy Court for the Southern
District of New York a motion to enforce the bankruptcy judge's
previous order approving a DIP financing and the wind-down process
for Old GM.

The Creditors Committee explains that on August 26, 2010 -- more
than a year after the Committee sued for the return of
$1.5 billion paid on account of an apparently voidable security
interest ("Term Loan Litigation") -- the U.S. Treasury for the
first time asserted that Treasury, not the unsecured creditors,
owned the Term Loan Litigation.  On August 31, 2010, the Debtors
filed a Joint Chapter 11 Plan, which, at the Treasury's request,
provided that ownership of the Term Loan Litigation would be
determined by the Court or by negotiation between Treasury and the
Committee.

                    Treasury Dept. Denies "Deal"

The U.S. Department of the Treasury asks the U.S. Bankruptcy Court
to deny the Official Committee of Unsecured Creditors' motion
because it is jurisdictionally and procedurally improper, seeks
relief that is contrary to the Bankruptcy Code, and rests on the
asserted existence of a "deal" that is not reflected in governing
documents.

On behalf of the Treasury, David S. Jones, Esq., assistant U.S.
attorney, in New York -- David.jones@usdoj.gov -- asserts that
the Creditors' Committee fails to recognize that the very orders
that it invokes grant the Treasury, as DIP lender, an allowed
super-priority administrative expense claim under the DIP Credit
Facility.  Nonetheless, the Creditors' Committee asks the Court
to decide, based on other provisions of orders and agreements
that nowhere expunge or waive the Treasury's administrative
claim, that only the Debtors' unsecured creditors are entitled to
benefit from future potential proceeds of an action to avoid
$1.5 billion in liens and transfers, he points out.

Mr. Jones further asserts that the Creditors' Committee seeks to
enforce orders that the Treasury neither has violated nor is in
imminent danger of violating and, thus presents no ripe case or
controversy.  All the Treasury has done is: (a) file a short
pleading in the Term Loan Litigation noting that any recovery
should be for the benefit of the Debtors' estates; and (b) ask
that the Debtors modify their Plan to leave open the ultimate
allocation of any proceeds of the Term Loan Litigation, he
stresses.  He also contends that it is unclear at this time
whether or to what extent the Term Loan Litigation will succeed.
Thus, the question the Motion to Enforce asks the Court to
resolve is purely hypothetical and may never need to be decided,
he points out.  "The Motion to Enforce is superfluous to -- and
an improper attempt to circumvent -- the disclosure statement and
plan confirmation process," the Treasury alleges.

More importantly, Mr. Jones clarifies that the governing
documents do not reflect the "deal" that the Creditors' Committee
asserts the parties struck.  It is true that the Treasury agreed
to except any avoidance action proceeds from its DIP wind-down
loan "collateral," and it is true that that facility is on a
"non-recourse basis," he affirms.  But it is also true that the
very same negotiated orders and agreements granted the Treasury
"an allowed super-priority administrative expense claim" in the
full amount outstanding on the DIP wind-down loan, he says.

"No order or agreement has deprived the Treasury of a claim of
that kind, nor has any order authorized a plan that, contrary to
statute, fails to pay the Treasury's allowed administrative
claim," Mr. Jones insists.  The Creditors' Committee's request
fails to acknowledge those vital aspects of the governing orders
and agreements nor does it present any extrinsic evidence that
the Treasury agreed or intended that the governing orders would
have the meaning the Committee asserts.

                  Creditors' Committee Talks Back

The Creditors' Committee argues that the Treasury's objection
establishes that the Bankruptcy Court can, and should, act now to
resolve once and for all which entity is entitled to the proceeds
of the Term Loan Litigation.

Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel LLP,
in New York, points out that the Treasury does not dispute that
it negotiated the Final DIP Order with the Debtors and the
Committee nor does the Treasury contest that it has no lien over
the Term Loan Litigation or that the Wind-Down Facility is non-
recourse to those proceeds.  Mr. Mayer also points out that the
Treasury does not dispute that it has sat silently by while the
Committee prosecuted the Term Loan Litigation with the clear
understanding that the proceeds of that case would inure to the
benefit of creditors other than Treasury.

Mr. Mayer notes that the Court has a hearing on summary judgment
on the Term Loan Litigation on November 1, by which time the
Committee needs to know whether it is litigating for creditors,
in which case the Committee will proceed, or for Treasury, in
which case the Committee will seek to drop the lawsuit.

With regard to the merits of the Motion, Mr. Mayer complains that
the Treasury's Objection fails to provide a basis for having the
Court re-write the deal that was negotiated between the parties
about who would get the benefit of the Term Loan Litigation.  The
Treasury's sole argument, he points out, is that it has a
priority claim and it must be paid at confirmation.  This
argument ignores the plain language of Section 1129(a)(9) of the
Bankruptcy Code, which provides that a priority claim must be
paid "except to the extent that a holder of a particular claim
has agreed to a different treatment of such claim."

The Creditors' Committee maintains that the Court should enforce
that agreement.

Dean M. Trafelet, the Future Claimants' Representative, and the
Official Committee of Unsecured Creditors Holding Asbestos-
related Claims join in the Creditors' Committee's request.

                        About General Motors

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

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

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

New GM has a 'BB-' corporate credit rating from Standard & Poor's
and a 'BB-' issuer default rating from Fitch.

                     About Motors Liquidation

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

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

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


GENERAL MOTORS: Wants to Enforce Wind-Down Order on Rose, et al.
----------------------------------------------------------------
General Motors LLC, or New GM, asks the U.S. Bankruptcy Court for
the Southern District of New York to enforce the Wind-Down
Agreements against Rose Chevrolet, Inc., Halleen Chevrolet, Inc.,
and Andy Chevrolet Company d/b/a Sims Chevrolet, Inc.,
collectively known as the "Ohio Dealers;" and Leson Chevrolet
Company, Inc.

The Ohio Dealers have filed in the United States District Court
for the Northern District of Ohio, and Leson has filed with the
Louisiana Motor Vehicle Commission separate actions in which they
assert that they are not required to comply with their
obligations under their respective Wind-Down Agreements to
terminate their Chevrolet Dealer Agreements by October 31, 2010,
and to bring any disputes relating to the Wind-Down Agreements in
the Bankruptcy Court.

The Actions, Arthur Steinberg, Esq., at King & Spalding LLP, in N
New York, asserts, are a direct violation of the Bankruptcy
Court's July 5, 2009 363 Sale Order.

Because the Dealers are refusing to abide by the 363 Sale Order
and their respective Court-approved Wind-Down Agreements, New GM
asks for an order:

  (a) enforcing the 363 Sale Order and the terms of the Wind
      Down Agreements, including, but not limited to, sections
      2(a) (termination of the Chevrolet Dealer Agreements by
      October 31, 2010), 5(d) (covenant not to sue New GM), and
      13 (exclusive jurisdiction of the Bankruptcy Court), and
      directing Rose, Halleen, Sims and Leson to specifically
      perform their respective obligations pursuant to, inter
      alia, sections 5(d) and 17 thereof;

  (b) directing Rose, Halleen, Sims, Leson and all persons
      acting in concert with them to cease and desist from
      further prosecuting, or otherwise pursuing the claims
      asserted in, the Actions against New GM;

  (c) directing Rose, Halleen, Sims and Leson to dismiss the
      Actions; and

  (d) granting other and further relief as may be warranted by,
      among other things, the Dealers' breach of section 5(e) of
      the Wind-Down Agreements (the indemnification provision)
      and the Dealers' violations of the Bankruptcy Court's
      orders.

                     Leson Chevrolet Reacts

The 363 Sale Order and Old GM's Wind-Down Agreements do not
govern Leson's relationship with New GM, counsel to Leson,
Jeffrey A. Cooper, Esq., at Carella, Byrne, Cecchi, Olstein,
Brody & Agnello, P.C., in Roseland, New Jersey --
JCooper@CarellaByrne.com -- argues.

Leson won reinstatement to the Chevrolet dealer network through
Congressionally-mandated arbitration, Mr. Cooper asserts.  Unlike
Rose, Halleen, Andy or Rally, Leson seeks enforcement -- not
judicial review -- of its arbitration order, he clarifies.

Specifically, Leson challenges the wind-down agreement's
applicability under Louisiana law and Section 747 of the
Consolidated Appropriations Act now that Leson won its
arbitration, Mr. Cooper says.  Thus, the Bankruptcy Court does
not maintain exclusive jurisdiction over Leson's claim for
enforcement of its reinstatement order, Mr. Cooper insists.
Leson's claim does not impact the 363 Sale Order or Deferred
Termination Agreements, he maintains.

In order to properly consider Leson's factual and legal
questions, Leson seeks its own hearing so that the Bankruptcy
Court may fully consider Leson's jurisdictional and substantive
arguments separate from the unsuccessful dealerships' claims.

          New GM Submits Proposed Order for Rally Matter

New GM submitted with the Court a revised proposed order
reflecting agreed upon revisions with Rally Auto Group Inc.  The
revised proposed order adds the language stating that nothing in
the Order will preclude Rally from seeking stay relief with
respect to the Order in the United States District Court for the
Southern District of New York or any appellate court of the
District Court.

                        About General Motors

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

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

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

New GM has a 'BB-' corporate credit rating from Standard & Poor's
and a 'BB-' issuer default rating from Fitch.

                     About Motors Liquidation

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

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

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


GOLF PROPERTY: Case Summary & 5 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Golf Property Investments, LLC
        7407 N. 116th Avenue Circle
        Omaha, NE 68142

Bankruptcy Case No.: 10-83008

Chapter 11 Petition Date: October 18, 2010

Court: U.S. Bankruptcy Court
       District of Nebraska (Omaha Office)

Debtor's Counsel: Kathryn J. Derr, Esq.
                  KATHRYN J. DERR, PC, LLO
                  11205 Wright Circle, Suite 210
                  Omaha, NE 68144
                  Tel: (402) 933-0070
                  Fax: (402) 933-0707
                  E-mail: kjd@kjderrlaw.com

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

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

A list of the Company's five largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/neb10-83008.pdf

The petition was signed by Dannie Livingston, manager/sole member.


GTC BIOTHERAPEUTICS: LFB Bids to Take GTC Private at $0.28 Apiece
-----------------------------------------------------------------
GTC Biotherapeutics Inc. said it received a letter from LFB
Biotechnologies SAS, Les Ulis, France, addressed to the
independent members of the Company's Board of Directors indicating
that LFB's Board of Directors had approved LFB making an offer to
take GTC private for $.28 per share.  The opening and closing
prices of GTC Common Stock on Oct. 15, 2010 on the over the
counter markets were $.28 and $.34 per share, respectively.

The going private transaction, as proposed by LFB, would be
structured as follows: LFB would purchase approximately 61 million
shares of GTC Common Stock in a private placement for $0.28 per
share, or an aggregate purchase price of approximately
$17 million.  After completion of the proposed private placement
and conversion of convertible preferred stock of GTC owned by LFB,
LFB would own at least 90% of GTC's outstanding Common Stock.

Following the private placement, LFB would effect a short-form
merger in accordance with Massachusetts law cashing out all
minority shareholders for $.28 per share.

                      About GTC Biotherapeutics

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

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

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

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


HANGER ORTHOPEDIC: Moody's Assigns 'B3' Rating on $200-Mil. Notes
-----------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Hanger
Orthopedic Group, Inc.'s proposed $200 million senior unsecured
notes due 2018.  At the same time, Moody's assigned a (P)Ba3
rating to the proposed $100 million revolving credit facility due
2015 and $325 million senior secured term loan B due 2016.  In
addition, the Corporate Family and Probability of Default Rating
were affirmed at B1.  The rating outlook is stable.

The proceeds will be used to fund the acquisition of Accelerated
Care Plus Corporation for a purchase price of $155 million.  ACP
is a provider of modality-based clinical programs for post-acute
and chronic rehabilitations patients.  The remaining proceeds will
be used to repay the company's existing $220 million senior
secured term loan and $175 million, 10.25% senior unsecured notes.

These ratings and LGD assessments have been assigned:

Hanger Orthopedic Group, Inc:

Ratings assigned:

  -- $200 million senior unsecured notes due 2018 at B3 (LGD5,
     84%);

  -- $325 million senior secured term loan B due 2016 at (P)Ba3
     (LGD3, 30%);

  -- $100 million senior secured revolving credit facility due
     2015 at (P)Ba3 (LGD3, 30%);

Ratings affirmed:

  -- Corporate Family Rating at B1;
  -- Probability of Default Rating at B1;

Ratings to be withdrawn at close of the transaction:

  -- $75 million secured revolver due 2011, at Ba2 (LGD2, 27%);

  -- $230 million secured term loan due 2013, at Ba2 (LGD2, 27%);

  -- $175 million unsecured senior notes due 2014, at B3 (LGD5,
     81%);

The outlook is stable.

                        Ratings Rationale

The B1 corporate family rating is supported by the company's
competitive position as the largest O&P (Orthotic & Prosthetic)
services provider in the US, its national footprint and relatively
stable, recurring revenue model.  In recent years, Hanger's
healthy top-line growth and operating efficiencies have led to a
reduction in financial leverage due to growth in EBITDA, bringing
credit metrics more in-line with a B1 rating.  The rating is
constrained primarily by the company's modest size as well as the
risks associated with the pricing and reimbursement environment in
the O&P industry.

The stable outlook reflects Moody's expectation for low to mid
single digit top-line growth driven by flat to slightly positive
pricing, volume and mix benefits and tuck-in acquisitions.

In order to offset the company's modest size and reimbursement
risks, an upgrade of Hanger's ratings would require a meaningful
improvement in adjusted leverage and interest coverage ratios
through the repayment of debt or growth in EBITDA.  Specifically
if adjusted leverage was sustained under 3.0 times and adjusted
interest coverage (EBITDA less capital expenditures to interest
expense) of at least 3.0 times, Moody's could change the outlook
to positive or upgrade the ratings.  The successful
commercialization of the WalkAide product could further support
upward ratings pressure.

If the reimbursement or pricing environment is meaningfully more
negative than Moody's has contemplated Moody's could change the
outlook to negative or downgrade the ratings.  Further if costs of
goods sold or labor costs rise considerably faster than price
increases there could be downward pressure on the ratings.  The
ratings could be downgraded if the ratio of adjusted debt/EBITDA
were to increases to more than 5.0 times or if free cash flow were
to become negative.  Further, a large debt-funded acquisition
could result in downward rating pressure.

Hanger Orthopedic Group, Inc., headquartered in Austin, TX, is the
leading provider of orthotic and prosthetic ("O&P) patient-care
services in the US.  The company owns and operates 681 patient
care centers in 45 states and the District of Columbia.  The
company also generates roughly 12% of total revenues from its O&P
distribution business.  For the twelve months ended June 30, 2010,
the company recognized revenue of approximately $782 million.


HANGER ORTHOPEDIC: S&P Raises Corporate Credit Rating to 'BB-'
--------------------------------------------------------------
Standard & Poor's Ratings Services said it raised its corporate
credit rating on Bethesda, Maryland-based orthotics- and
prosthetics-focused patient care provider Hanger Orthopedic Inc.
Group to 'BB-' from 'B+'.

"The upgrade reflects the company's demonstrated ability to extend
its record of steady revenue growth and margin expansion despite
weak economic conditions and minimal reimbursement rate
increases," said Standard & Poor's credit analyst Rivka Gertzulin.
Since 2006, sales have grown 30% and operating margins have
expanded from 17%-19%, contributing to a 49% increase in adjusted
EBITDA.  In addition, the company's planned acquisition of
rehabilitative products provider Accelerated Care Plus adds
another revenue stream (about 12% of pro forma revenue) that is
not directly exposed to reimbursement risk and has higher growth
prospects and margins than Hanger's core business.  Moreover, the
company's willingness to use excess cash and additional equity to
partly finance the acquisition, underscores its financial policy
to maintain adjusted leverage below 5x.

At the same time, S&P assigned a 'BB-' issue-level rating and a
'3' recovery rating to the company's proposed $425 million senior
secured credit facility, consisting of a $100 million revolving
credit facility and a $325 million term loan B.  S&P also assigned
a 'B' issue-level rating and a '6' recovery rating to the
company's proposed $200 million of senior unsecured notes.
Proceeds from the refinancing, in addition to $38 million of cash
from the balance sheet and $15 million of new common equity will
be used to finance the acquisition of Accelerated Care Plus, and
repay the $221 million balance of the existing term loan due 2011
and the $175 million senior note due 2014.

"The ratings on Hanger reflect the risks of operating with a
narrow focus in a difficult reimbursement environment, cost
inflation pressures, and its moderate debt burden," added Ms.
Gertzulin.


HARRISBURG, PA: Has $330,000 Cash; Faces $1.2MM Payroll Next Week
-----------------------------------------------------------------
Romy Varghese, writing for Dow Jones Newswires, reports that
Robert Kroboth, Harrisburg Mayor Linda Thompson's interim chief of
staff and finance director, said the city, as of Wednesday
morning, only had $330,000 on hand.  Mr. Kroboth said during the
hearing on the city's application to the state program, known as
Act 47, that Harrisburg has to make $1.2 million in payroll on
Oct. 27.

Charles Thompson, at Patriot News, reports s Mr. Kroboth also said
Harrisburg has suspended about $2 million in payments for other
goods and services.

Mr. Varghese reports that Pennsylvania's community and economic
development department staffers on Wednesday recommended that
Harrisburg fall under the state's oversight program for distressed
municipalities.  According to Dow Jones, the decision is
ultimately to be made within 30 days by the department's secretary
Austin Burke, who is not required to follow the staff's
recommendation.  But some expect the announcement to be made
quickly, given the severity of the city's problems.

Dow Jones relates Mr. Kroboth said negotiations with lenders for
short-term funds continue, although an attempt two weeks ago to
line up a sale of short-term municipal notes failed because
"potential lenders were not entirely comfortable with the ultimate
payoff of that short-term borrowing."

Dow Jones explains Pennsylvania's program aims to stabilize
municipalities under severe financial strain and set them on a
path for sustainable fiscal health. Distressed cities get a state-
appointed coordinator who drafts a recovery plan, and are eligible
for other revenue sources unavailable to other local governments,
such as a commuter tax.

Harrisburg fits the criteria for a distressed city under the
program since it missed $10.5 million in bond payments related to
its incinerator project, as well as a variety of factors,
including the city's $4.8 million deficit, according to the
department's report.

Dow Jones further reports several residents urged a bankruptcy
filing.  According to Dow Jones, Neil Grover, a city attorney who
is spearheading a residents' group called Debt Watch Harrisburg,
said portions of the city's $288 million in debt racked up for a
failed incinerator revamp -- the main culprit of its problems --
could be wiped out under a bankruptcy filing.  Mr. Grover
advocates a pre-packaged bankruptcy.

Dow Jones relates Mr. Grover questioned Mr. Kroboth about the
Harrisburg Parking Authority's plan to refund its revenue bonds
and provide the city as much as $75 million.  Mr. Kroboth said he
didn't know about it until informed by a local newspaper reporter
Tuesday.

Dow Jones also says several speakers stressed that bond holders
should share the pain in any restructuring and recovery plan.

On October 19, Dow Jones' Varghese reported that Harrisburg
received proposals from six firms that would advise the capital
city on bankruptcy, according to city Councilman Brad Koplinski.
The city council had authorized the search for firms to advise on
bankruptcy, as well as the state's oversight program for
distressed municipalities, late September.  The deadline for
proposals was 4 p.m. EDT Tuesday.

Dow Jones said public interviews of candidates would occur next
week.  Names of the firms weren't immediately available.

                    About Harrisburg, PA

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

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

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


HORIZON NEVADA: Case Summary & Largest Unsecured Creditor
---------------------------------------------------------
Debtor: Horizon Nevada LLC
        220 E. Horizon Drive, #F
        Henderson, NV 89015

Bankruptcy Case No.: 10-29635

Chapter 11 Petition Date: October 18, 2010

Court: U.S. Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Mike K. Nakagawa

Debtor's Counsel: Charles T. Wright, Esq.
                  PIET & WRIGHT
                  3130 S. Rainbow Boulevard, Suite 304
                  Las Vegas, NV 89146
                  Tel: (702) 566-1212
                  Fax: (702) 566-4833
                  E-mail: pwlawecf@gmail.co

Scheduled Assets: $1,025,900

Scheduled Debts: $2,007,922

The petition was signed by Alex Song.

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

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Southwest USA Bank                 220 E. Horizon Dr.,    $982,022
4043 South Eastern Avenue          Henderson, NV
Las Vegas, NV 89119


HOST HOTELS: S&P Assigns 'BB+' Rating on $500 Mil. Senior Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned Bethesda, Md.-based
Host Hotels & Resorts L.P.'s proposed $500 million senior notes
due 2020 its 'BB+' issue-level rating (two notches higher than
S&P's 'BB-' corporate credit rating on the company).  S&P also
assigned this debt a recovery rating of '1', indicating its
expectation of very high (90% to 100%) recovery for lenders in the
event of a payment default.  The company will use proceeds from
the proposed notes issuance for the repayment of debt and general
corporate purposes, including the funding of potential future
acquisitions.

In addition, S&P affirmed all of its existing ratings on the
company, including the 'BB-' corporate credit rating.  The rating
outlook is stable.

Any overallotment of the proposed $500 million issuance size would
not affect the rating assigned to the notes or the corporate
credit rating, as S&P expects that all incremental proceeds would
be used for debt repayment.

The 'BB-' corporate credit rating on parent company Host Hotels &
Resorts Inc. reflects Host's highly leveraged financial risk
profile, reliance on external sources of capital for growth as a
real estate investment trust, and the general cyclical nature of
the lodging industry.  Additionally, although the rating and
outlook have always incorporated S&P's view that Host would begin
to deploy its large excess cash balances for hotel acquisitions
and investments, the valuation multiples for the company's
recently announced and completed acquisitions are somewhat higher
than its original expectations.  S&P believes that competition for
high-quality assets in urban markets has driven acquisition
multiples to an elevated level, and Host's relatively aggressive
posture, in its view, will limit rating upside over the near term
given the likelihood for a lower return on investment than S&P
previously projected.  Still, the company's adequate liquidity
profile, high-quality and geographically diversified hotel
portfolio within the U.S., strong brand relationships, and
experienced management team somewhat temper these risks.  S&P
believes that the improvement in the global lodging environment,
as well as Host's relatively prudent use of capital to expand its
hotel portfolio with some balance between the use of debt and
equity, will enable the company to improve credit measures over
time to be in line with the rating.

S&P's rating also reflects its belief that Host will continue to
take a relatively prudent approach to financial risk management.
Although S&P believes that valuations for recent acquisitions were
somewhat rich, the investments are consistent with Host's long-
term strategy of acquiring premium brand properties in key urban
markets.  S&P expects 2010 EBITDA to be up in the low-single-digit
area, with consideration given to the additional cash flow from
recent acquisitions.  Consequently, S&P expects total lease-
adjusted debt to EBITDA to decrease to about 7x by the end of
2010, from about 8x at the end of 2009.  S&P expects net leverage
(net of cash balances in excess of $200 million) to remain
relatively flat, in the mid-6x area, which is a bit weak for the
current 'BB-' rating, but adequate based on S&P's favorable view
of Host's business profile.  Additionally, S&P expects that EBITDA
coverage of interest will improve to the mid-2x area by the end of
2010, from about 2x in the prior year.  Although S&P expects
credit measures to improve from year-end 2009 levels, higher
rating potential would necessitate a higher level of RevPAR and
EBITDA growth than S&P is currently anticipating, as well as an
expectation for sustained improvement across the industry.


INFOLOGIX INC: Discloses NASDAQ Panel Decision to Delist Stock
--------------------------------------------------------------
InfoLogix, Inc. disclosed that on October 21, 2010, it received
notice that the NASDAQ Listing Qualifications Panel (the "Panel")
has determined to delist the Company's common stock from The
NASDAQ Stock Market and will suspend trading of the common stock
effective with the open of trading on October 21, 2010, as a
result of the Company's non-compliance with the minimum $2.5
million stockholders' equity requirement, set forth in Nasdaq
Listing Rule 5550(b)(2).



The Company has been advised by Pink OTC Markets Inc, which
operates an electronic quotation service for securities traded
over-the-counter, that its securities are eligible for quotation
on the OTCQB, effective with the opening of trading on October 21,
2010.  The OTCQB is a market tier for OTC traded companies that
are registered and reporting with the Securities and Exchange
Commission.  The Company has also been advised that its shares
will continue to trade under the symbol IFLG. Investors will be
able to view real time stock quotes for IFLG at
http://www.otcmarkets.com.

                      About InfoLogix, Inc.

InfoLogix is a leading provider of enterprise mobility solutions
for the healthcare and commercial industries. InfoLogix uses the
industry's most advanced technologies to increase the efficiency,
accuracy, and transparency of complex business and clinical
processes. With 19 issued patents, InfoLogix provides mobile
managed solutions, on-demand software applications, mobile
infrastructure products, and strategic consulting services to over
2,000 clients in North America including Kraft Foods, Merck and
Company, General Electric, Kaiser Permanente, MultiCare Health
System and Stanford School of Medicine. For more information visit
www.infologix.com.


INNKEEPERS USA: Midland Opposes Committee Retention of Jefferies
----------------------------------------------------------------
Midland Loan Services, Inc., tells Judge Shelley Chapman that it
continues to be concerned about the professional fees Innkeepers
USA Trust's bankruptcy estates are being called upon to bear.
Midland is concerned on its cash collateral that would be used to
fund a substantial portion of the fees.

The Official Committee of Unsecured Creditors wants to retain
Jefferies & Company, Inc., as financial advisor and investment
banker.

Given the (i) relatively small amount of unsecured claims in the
cases, (ii) onerous indemnification provisions in Jefferies'
engagement letter, (iii) proposed financial advisor's apparent
conflicts of interest, and (iv) ambiguity of portions of the
compensation structure, the retention of a financial advisor as
sought in the application is not fair and reasonable and is not
in the best interest of the estates, Midland points out.

Wells Fargo Bank, N.A., U.S. Bank National Association, CWCapital
Asset Management LLC and C-III Asset Management LLC join in
Midland's objection.  Ronald F. Greenspan, a senior managing
director in the corporate finance and restructuring practice of
FTI Consulting, Inc., submitted a declaration in support of
Midland's objection.  The Greenspan declaration is subsequently
replaced with a declaration by Chris Dochat of FTI.

                 Creditors' Committee Responds

Contrary to Midland's assertions, the proposed amount and terms
of Jefferies' compensation and the scope of the indemnity to be
provided to it by the Debtors are customary and at market rates
for similar services provided in comparable representations, the
Creditors Committee contends.  The Creditors Committee also
asserts that any actual claim for indemnification that might be
brought by Jefferies is subject to review and approval by the
Court for reasonableness.

Notwithstanding Midland's unsupported allegations, Jefferies is a
disinterested party in the cases and does not have any conflict
of interest that precludes it from being retained by the
Creditors Committee, Brett H. Miller, Esq., at Morrison &
Foerster LLP, in New York, tells the Court.  He adds that nothing
in the Application or the Proposed Order compromises Midland's
right to object to the payment of fees to Jefferies.

Judge Chapman approved the application and authorized the
Creditors Committee to retain Jefferies.  The objections, to the
extent not withdrawn at the hearing, are overruled.

                   About Innkeepers USA Trust

Innkeepers USA Trust is a self-administered Maryland real estate
investment trust with a primary business focus on acquiring
premium-branded upscale extended-stay, mid-priced limited service,
and select-service hotels.

Innkeepers, through its indirect subsidiaries, owns and operates
an expansive portfolio of 72 upscale and mid-priced extended-stay
and select-service hotels, consisting of approximately 10,000
rooms, located in 20 states across the United States.

Apollo Investment Corporation acquired Innkeepers in June 2007.

Innkeepers USA Trust and a number of affilaites filed for Chapter
11 on July 19, 2010 (Bankr. S.D.N.Y. Case No. 10-13800).

Attorneys at Kirkland & Ellis LLP, serve as counsel to the
Debtors.  AlixPartners is the restructuring advisor and Marc A.
Beilinson is the chief restructuring officer.  Moelis & Company is
the financial advisor.  Omni Management Group, LLC, is the claims
and notice agent.  The petition estimated assets and debts of more
than $1 billion as of the bankruptcy filing.

In 2009, Innkeepers' consolidated revenues were approximately
$292 million and adjusted EBITDA were approximately $85 million.
The Company's consolidated assets for 2009 totaled approximately
$1.5 billion.  As of July 19, 2010, the Company and its affiliates
have incurred approximately $1.29 billion of secured debt.


JAMES CHEELEY: Case Summary & 15 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: James E. Cheeley
        27447 N. Bay Road
        Lake Arrowhead, CA 92352

Bankruptcy Case No.: 10-43861

Chapter 11 Petition Date: October 19, 2010

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

Judge: Meredith A. Jury

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

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

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

A list of the Debtor's 15 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/cacb10-43861.pdf


JAPAN AIRLINES: Green Wants Surrender of 5th Ave. Building
----------------------------------------------------------
Green 461 Fifth Lessee LLC, the landlord of a building located at
461 Fifth Avenue, in New York, asks the U.S. Bankruptcy Court for
the Southern District of New York to compel Japan Airlines
International Co., Ltd., to vacate and surrender the premises.

Edmond P. O'Brien, Esq., at Stempel Bennett Claman & Hochberg
P.C., in New York, relates that the Landlord received a letter
from Eiji Katayama, the trustee of the Debtors, wherein he
asserted the Lease is being rejected.

However, Mr. O'Brien contends that he does not see how the
Japanese Bankruptcy Trustee, per a letter, can purport to
terminate a lease entered into in the United States with respect
to leased premises located in the United States, which is
something typically done under Section 365 of the Bankruptcy Code
where a debtor has filed a full case under Chapter 7 or Chapter 11
of Bankruptcy Code.

In any event, assuming that the Japanese Bankruptcy Trustee had
the authority to reject the Lease, and that Section 365 somehow
applies, neither Debtor nor Japanese Bankruptcy Trustee made a
proper motion to the Court, which specifies the effective date of
the Lease rejection, the date the tenant intended to surrender
possession of the Premises to the Landlord or acknowledging that
the Tenant or Japanese Bankruptcy Trustee intended to pay,
forthwith and as an administrative obligation per Section
365(d)(3), the postpetition rent due through the date of Tenant's
surrender of possession, Mr. O'Brien asserts.

In connection with the Landlord's filing of its proof of claim in
the Japanese Proceeding in the Tokyo District Court, the Landlord
retained a local counsel in Tokyo:  Takahiro Kawaguchi, Esq. of
K&L Gates, Mr. O'Brien tells the Bankruptcy Court.

Mr. O'Brien says Mr. Kawaguchi has engaged in discussions with
Japanese Bankruptcy Trustee to confute a date certain by which
Tenant intends to vacate and surrender possession of the Premises
to the Landlord, however the Japanese Bankruptcy Trustee refuses
to confirm a date certain by which Tenant intends to vacate and
surrender possession of the Premises.

"And while Japanese Bankruptcy Trustee has orally indicated to Mr.
Kawaguchi that Tenant intends to vacate and surrender possession
of the Premises as of October 22, 2010, Japanese Bankruptcy
Trustee will not confirm that date -- or any other date, for that
matter -- in writing," Mr. O'Brien notes.

Mr. O'Brien further relates that the Tenant's representative at
the Premises had previously indicated to the Landlord that Tenant
intended to vacate and surrender possession of the Premises on or
before September 30, 2010, which date has now passed.   However,
he points out that the Tenant currently continues to occupy the
Premises.

                       About Japan Airlines

Japan Airlines Corporation -- http://www.jal.co.jp/-- is a
Japan-based company mainly engaged in the provision of air
transport services.  The Company is active in five business
segments through its 203 subsidiaries and 83 associated companies.
JAL International Co. Ltd. is a wholly owned operating subsidiary
of Japan Airlines Corporation.

Japan Airlines Corporation, Japan Airlines International Co., Ltd.
and JAL Capital Co., Ltd., on January 19, 2010, filed the
petitions to commenced corporate reorganization proceedings with
the Tokyo District Court.  The Court appointed the Enterprise
Turnaround Initiative Corporation of Japan and Eiji Katayama,
Esq., as reorganization trustees.

Japan Airlines Corp. filed for reorganization January 19, 2010, in
the Tokyo District Court and filed a Chapter 15 petition in New
York (Bankr. S.D.N.Y. Case No. 10-10198).  The Company estimated
debts at $28 billion.


JAPAN AIRLINES: In Talks With Lenders for Additional Loans
----------------------------------------------------------
Japan Airlines Corp.'s four biggest lenders agreed to provide
JPY300 billion, or about US$3.7 billion, in additional loans to
the bankrupt airline, Bloomberg News said citing the Asahi Daily
newspaper.

The four banks are Mizuho Financial Group Inc., Mitsubishi UFJ
Financial Group Inc., Sumitomo Mitsui Financial Group Inc., and
the state-run Development Bank of Japan.  These banks, according
to The Associated Press, citing Kyodo News, are in the final stage
of talks with JAL to discuss terms of a loan of as much as
JPY320 billion.

Kazuo Inamori, chairman of Japan Airlines, told Kana Inagaki of
The Wall Street Journal, that the company, together with the
Enterprise Turnaround Initiative Corp., are trying to drum up new
loans from JAL's reluctant creditors as it plans to refinance its
roughly JPY300 billion debt by the end of March 2010.

"We were able to transform into a company with high profitability
during the April-September period," the Journal quoted Mr. Inamori
as saying during a speech in Tokyo at the Foreign Correspondents
Club of Japan.

The additional financing will be used by the airline to finish its
restructuring process by early next year, AP said.  JAL filed for
bankruptcy protection early this year owing US$26 billion dollars
in one of Japan's biggest-ever corporate failures.

JAL delisted its shares from the stock market but the company,
according to Bloomberg, citing Asahi, plans to list shares by the
end of 2012.

                       About Japan Airlines

Japan Airlines Corporation -- http://www.jal.co.jp/-- is a
Japan-based company mainly engaged in the provision of air
transport services.  The Company is active in five business
segments through its 203 subsidiaries and 83 associated companies.
JAL International Co. Ltd. is a wholly owned operating subsidiary
of Japan Airlines Corporation.

Japan Airlines Corporation, Japan Airlines International Co., Ltd.
and JAL Capital Co., Ltd., on January 19, 2010, filed the
petitions to commenced corporate reorganization proceedings with
the Tokyo District Court.  The Court appointed the Enterprise
Turnaround Initiative Corporation of Japan and Eiji Katayama,
Esq., as reorganization trustees.

Japan Airlines Corp. filed for reorganization January 19, 2010, in
the Tokyo District Court and filed a Chapter 15 petition in New
York (Bankr. S.D.N.Y. Case No. 10-10198).  The Company estimated
debts at $28 billion.


JAPAN AIRLINES: US DOT Tentatively OKs Antitrust Immunity Plea
--------------------------------------------------------------
The United States Department of Transportation issued an order
tentatively approving an antitrust immunity application filed by
American Airlines and Japan Airlines.

The approval, which came on October 6, will allow the two airlines
to enter into a joint venture after a final DOT order and approval
from the Japanese Ministry of Land, Infrastructure, Transport and
Tourism, Thomas Gallagher of The Journal of Commerce Online said
in an October 11 report.

Under an immunized agreement, the two airlines will cooperate
commercially on flights between North America and Asia while
continuing to operate as separate legal entities, the report
added.

                       About Japan Airlines

Japan Airlines Corporation -- http://www.jal.co.jp/-- is a
Japan-based company mainly engaged in the provision of air
transport services.  The Company is active in five business
segments through its 203 subsidiaries and 83 associated companies.
JAL International Co. Ltd. is a wholly owned operating subsidiary
of Japan Airlines Corporation.

Japan Airlines Corporation, Japan Airlines International Co., Ltd.
and JAL Capital Co., Ltd., on January 19, 2010, filed the
petitions to commenced corporate reorganization proceedings with
the Tokyo District Court.  The Court appointed the Enterprise
Turnaround Initiative Corporation of Japan and Eiji Katayama,
Esq., as reorganization trustees.

Japan Airlines Corp. filed for reorganization January 19, 2010, in
the Tokyo District Court and filed a Chapter 15 petition in New
York (Bankr. S.D.N.Y. Case No. 10-10198).  The Company estimated
debts at $28 billion.


JERRY BURKE: Case Summary & 2 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Jerry Devern Burke
        249 NW 1st Ter
        Deerfield, FL 33441

Bankruptcy Case No.: 10-41664

Chapter 11 Petition Date: October 18, 2010

Court: United States Bankruptcy Court
       Southern District of Florida (Fort Lauderdale)

Judge: Raymond B. Ray

Debtor's Counsel: Chad T. Van Horn, Esq.
                  330 N Andrews Ave #450
                  Ft Lauderdale, FL 33301
                  Tel: (954) 765-3166
                  E-mail: chad@brownvanhorn.com

Scheduled Assets: $767,766

Scheduled Debts: $1,343,934

A list of the Debtor's two largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/flsb10-41664.pdf


JOHN CHICKERING, JR.: Case Summary & Creditors List
---------------------------------------------------
Debtor: John B. Chickering, Jr.
        2715 Jalmia Drive
        Los Angeles, CA 90046

Bankruptcy Case No.: 10-54708

Chapter 11 Petition Date: October 18, 2010

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

Judge: Sheri Bluebond

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

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

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

A list of the Debtor's 13 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/cacb10-54708.pdf


JOSE MARTINEZ: Case Summary & 17 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Jose Octavio Martinez
        4640 32nd Street
        San Diego, CA 92116

Bankruptcy Case No.: 10-18443

Chapter 11 Petition Date: October 18, 2010

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

Debtor's Counsel: Roger Stacy, Esq.
                  THE SOLUTIONS LAW CENTER, APC
                  3665 Ruffin Road, Suite 310
                  San Diego, CA 92123
                  Tel: (858) 677-9085
                  E-mail: roger@stacylawfirm.com

Estimated Assets: $0 to $50,000

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

A list of the Debtor's 17 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/casb10-18443.pdf


JUMBOLAIR INC: Gissy Offers to Buy Defaulted Note for $2 Million
----------------------------------------------------------------
Eric Morath, writing for Dow Jones' Daily Bankruptcy Review,
reports that Gissy Holdings II LLC has agreed to pay Taylor Bean &
Whitaker Mortgage Corp.'s bankruptcy estate $2 million for the
Jumbolair Inc. mortgage note and a minority ownership stake in the
development, pending bankruptcy court approval.

Mr. Morath relates that, according to court papers, Jumbolair has
failed to make payments on its $7.36 million mortgage since
January 2009.  The loan is secured by a lien on the runway and
other community property, but not land and homes owned by Mr.
Travolta and others.

Jumbolair is a Florida development near Ocala, Florida, where jet-
setting home owners, including actor John Travolta, can park
aircraft in their backyards.  The key feature of the Jumbolair
estates is that every lot has access to a taxiway that allows
homeowners to move their aircraft directly from their property to
the massive runway.

According to DBR, Mr. Travolta's attorney Michael J. McDermott,
Esq., said Wednesday efforts to foreclose on or sell the property
were stymied when lender Taylor Bean filed for bankruptcy
protection later in 2009.  Mr. McDermott said once the sale is
complete, the hope is that development will restart in the
partially finished community.

                          About Taylor Bean

Taylor, Bean & Whitaker Mortgage Corp. grew from a small Ocala-
based mortgage broker to become one of the largest mortgage
bankers in the United States.  In 2009, Taylor Bean was the
country's third largest direct-endorsement lender of FHA-insured
loans of the largest wholesale mortgage lenders and issuer of
mortgage backed securities.  It also managed a combined mortgage
servicing portfolio of approximately $80 billion.  The company
employed more that 2,000 people in offices located throughout the
United States.

Taylor Bean filed for Chapter 11 bankruptcy protection August 24
(Bankr. M.D. Fla. Case No. 09-07047).  Taylor Bean filed the
Chapter 11 petition three weeks after federal investigators
searched its offices.  The day following the search, the Federal
Housing Administration, Ginnie Mae and Freddie Mac prohibited the
company from issuing new mortgages and terminated servicing
rights.  Taylor Bean estimated more than $1 billion in both assets
and liabilities in its bankruptcy petition.

Edward J. Peterson, III, Esq., at Stichter, Riedel, Blain &
Prosser, PA, in Tampa, Florida, represents the Debtor.  Troutman
Sanders LLP is special counsel.  BMC Group, Inc., serves as claims
agent.


KIMMIK CORPORATION: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: The Kimmik Corporation, Inc.
        dba 20 West Adams Street, Inc.
        aka 20 West Adams Street, LLC
        P.O. Box 40886
        Jacksonville, FL 32203-0886

Bankruptcy Case No.: 10-09078

Chapter 11 Petition Date: October 18, 2010

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

Debtor's Counsel: Brett A. Mearkle, Esq.
                  PARKER & DUFRESNE, P.A.
                  8777 San Jose Blvd., Suite 301
                  Jacksonville, FL 32217
                  Tel: (904) 733-7766
                  Fax: (904) 733-2919
                  E-mail: bmearkle@jaxlawcenter.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 Marion Graham, Jr., president.


L RAMON BONIN: Still Working on Projections, Wants Plan Extension
-----------------------------------------------------------------
L. Ramon Bonin and Patty A. Bonin ask the U.S. Bankruptcy Court
for the Central District of California to extend their exclusive
periods to file and solicit acceptances for the proposed
Chapter 11 Plan until November 15, 2010, and February 15, 2011,
respectively.

The Debtors filed their request for an extension before the
exclusive periods was set to expire on October 15.

The Debtors relate that they have been communicating with their
principal creditors Bank of America, City National Bank, Citizens
Business Bank and Comerica Bank to propose a consensual plan of
reorganization.  In connection therewith, the Debtors presented a
term sheet to the lenders.  The lenders requested financial
projections to support the term sheet and the Debtors are working
on the projections with the assistance of Axis Business Advisory
Services, LLC, the Debtors' financial consultant.

The Debtors need additional time to finalize the projections
requested, to continue with their communications with the lenders
to propose a consensual reorganization plan, and to coordinate
with the related bankruptcy case of Dynamic.

                       About L. Ramon Bonin

San Juan Capistrano, California-based L. Ramon Bonin and Patty A.
Bonin filed for Chapter 11 bankruptcy protection on March 31, 2010
(Bankr. C.D. Calif. Case No. 10-14067).  James C. Bastian, Jr.,
Esq., at Shulman Hodges & Bastian LLP, assists the Debtors in
their restructuring efforts.  The Debtors estimated their assets
and debts at $100 million to $500 million.


L. STERLING: Case Summary & 11 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: L. Sterling Building Company, Inc.
        10612 Winding Wood Trail
        Raleigh, NC 27613

Bankruptcy Case No.: 10-08510

Chapter 11 Petition Date: October 18, 2010

Court: United States Bankruptcy Court
       Eastern District of North Carolina (Wilson)

Judge: Stephani W. Humrickhouse

Debtor's Counsel: John A. Northen, Esq.
                  NORTHEN BLUE, LLP
                  P.O. Box 2208
                  Chapel Hill, NC 27515-2208
                  Tel: (919) 968-4441
                  Fax: (919) 942-6603
                  E-mail: jan@nbfirm.com

Scheduled Assets: $3,066,250

Scheduled Debts: $2,575,970

A list of the Company's 11 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/nceb10-08510.pdf

The petition was signed by Lance S. Williams, president.


LEHMAN BROTHERS: Creditors Back $45 Million SunCal Settlement
-------------------------------------------------------------
Lehman Brothers Holdings Inc.'s unsecured creditors have thrown
their weight behind a settlement between Lehman and the trustee
overseeing SunCal Cos.' bankruptcy that will see Lehman commit up
to $45 million to restructure the California real estate
developer, Bankruptcy Law360 reports.

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: BC Securities Commission Grants Cease Trading Plea
--------------------------------------------------------------
James Keegan,Chief Financial Officer of Lions Gate Entertainment
Corp., said the British Columbia Securities Commission heard and
granted on Oct. 18, 2010, an application to cease trading the
rights issued under the Shareholder Rights Plan Agreement dated
July 1, 2010, between Lionsgate and CIBC Mellon Trust Company.

                      About Lions Gate

British Columbia-domiciled and Santa Monica, California-
headquartered Lions Gate is a leading, diversified independent
producer and distributor of motion pictures, home entertainment,
television programming and animation worldwide and holds a
majority interest in the pioneering CinemaNow VOD business.  The
Lions Gate brand name is synonymous with original, cutting edge,
quality entertainment in markets around the world.

Lions Gate Entertainment Corp. reported total assets of
$1,592,874,000 against total liabilities of $1,594,454,000,
resulting in total deficiency of $1,580,000 as of June 30, 2010.

As reported by the Troubled Company Reporter on March 10, 2010,
Standard & Poor's Ratings Services revised its rating outlook on
Lions Gate to negative from stable.  At the same time, S&P
affirmed ratings on Lions Gate, including the 'B-' corporate
credit rating.

Lions Gate carries Moody's "B2" corporate family rating and
probability of default rating.

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.


LUIS LONGORIA: Case Summary & 16 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Luis Longoria
          dba La Valero Fuel and Service, LMTL, Inc.
        20596 Crestline Drive
        Diamond Bar, CA 91765

Bankruptcy Case No.: 10-54625

Chapter 11 Petition Date: October 18, 2010

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

Judge: Peter Carroll

Debtor's Counsel: Michael R. Totaro, Esq.
                  TOTARO & SHANAHAN
                  P.O. Box 789
                  Pacific Palisades, CA 90272
                  Tel: (310) 573-0276
                  Fax: (310) 496-1260
                  E-mail: mtotaro@aol.com

Scheduled Assets: $1,859,795

Scheduled Debts: $1,686,739

A list of the Debtor's 16 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/cacb10-54625.pdf


M & A LAXMI: Case Summary & 6 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: M & A Laxmi, Inc.
        dba Countryside Food Store
        dba M & A Food Mart
        1658 Timber Crossing Lane
        Jacksonville, FL 32225

Bankruptcy Case No.: 10-09111

Chapter 11 Petition Date: October 19, 2010

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

Debtor's Counsel: Brett A. Mearkle, Esq.
                  PARKER & DUFRESNE, P.A.
                  8777 San Jose Blvd., Suite 301
                  Jacksonville, FL 32217
                  Tel: (904) 733-7766
                  Fax: (904) 733-2919
                  E-mail: bmearkle@jaxlawcenter.com

Scheduled Assets: $1,206,360

Scheduled Debts: $1,230,770

A list of the Company's six largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/flmb10-09111.pdf

The petition was signed by Shilpa H. Patel, president.


MANHATTAN LOAN: Case Summary & 12 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Manhattan Loan Company
        2200 Northlake Parkway, Suite 277
        Tucker, GA 30084

Bankruptcy Case No.: 10-09120

Chapter 11 Petition Date: October 19, 2010

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

Debtor's Counsel: Robert P. Morrow, Jr., Esq.
                  THE LAW OFFICES OF ROBERT P. MORROW, JR., P.A.
                  225 East Church Street
                  Jacksonville, FL 32202
                  Tel: (904) 353-1000
                  E-mail: robert.morrowpa@comcast.net

Estimated Assets: $0 to $50,000

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

A list of the Company's 12 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/flmb10-09120.pdf

The petition was signed by Melton Harrell, president.


MARIA SANTOS FRANCO: Case Summary & 13 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Maria Virginia Santos Franco
        URB Montehiedra
        163 Pitirre Street
        San Juan, PR 00926

Bankruptcy Case No.: 10-09758

Chapter 11 Petition Date: October 19, 2010

Court: U.S. Bankruptcy Court
       District of Puerto Rico (Old San Juan)

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

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

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

A list of the Debtor's 13 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/prb10-09758.pdf


MARKET DEVELOPMENT: Chapter 11 Reorganization Case Dismissed
------------------------------------------------------------
The Hon. Harry C. Dees, Jr., of the U.S. Bankruptcy Court for the
Northern District of Alabama dismissed the Chapter 11 case of
Market Development Specialists, Inc.

As reported in the Troubled Company Reporter on July 26, 2010, the
United States of America, on behalf of its agency, the Internal
Revenue Service, asked for the dismissal of the Debtor's case
because the Debtor failed to file and likely failed to pay its
Form 941 FICA tax return for the first and second quarter 2010
FICA taxes.

Elkhart, Indiana-based Market Development Specialists, Inc. -- dba
RetroBytes and Wintergreen Systems -- filed for Chapter 11
bankruptcy protection on April 1, 2010 (Bankr. N.D. Ind. Case No.
10-31487).  John S. Hosinski, Esq., who has an office in South
Bend, Indiana, represented the Debtor in its restructuring effort.
In its schedules, the Debtor disclosed $17,401,356 in assets and
$25,137,362 in liabilities.


MARKWEST ENERGY: Moody's Assigns 'B1' Rating to $500 Mil. Notes
---------------------------------------------------------------
Moody's Investors Service assigned a B1 (LGD4, 65%) rating to
MarkWest Energy Partners, L.P. proposed $500 million senior
unsecured notes due 2020.  The outlook remains stable.  MarkWest
will use the proceeds of the note offering to repay the
outstanding $375 million of senior notes due in 2014 with the
remaining proceeds available for future capital investments in its
operations which include natural gas gathering, transmission, and
processing.

                        Ratings Rationale

"The incremental debt modestly increases leverage, however recent
financial results and projected cash flow is sufficient to support
the increased debt burden at the current Corporate Family Rating,
or CFR, of Ba3," said Stuart Miller, Moody's Vice President.  "In
addition, Moody's take comfort from the partnership's stated
intention to continue to issue equity from time to time to fund
its rapid expansion."

Since the last rating action on March 29, 2010, the partnership
has issued $142 million of common equity, added new producer
agreements that include significant acreage dedications, and
entered into new strategic arrangements with NiSource Finance
Corporation (Baa3, stable) and Sunoco Logistics (Baa2, stable).
These steps have strengthened the balance sheet and created the
opportunity for cash flow growth.  However, the strategic
arrangements will require capital investment which will likely
lead to borrowings under the partnership's credit facility or more
capital market activity in the future.

MarkWest's leverage ratio is one of the more important factors in
determining the partnership's debt rating due to the underlying
business risk of the partnership.  Pro forma for the offering,
MarkWest's ratio of debt to EBITDA will increase to 4.2x (using
Moody's customary adjustments).  Moody's CFR of Ba3 incorporates
the steps the partnership has taken to reduce commodity price risk
and volume risk through hedging and entering into fee-based
service contracts.  However, a high level of risk remains, and
with the expectation of continuing, significant negative cash flow
after capital expenditures and distributions, Moody's believe the
current ratings will come under pressure with the incurrence of
additional debt if it is not balanced with a corresponding amount
of new equity.

To satisfy its liquidity needs, MarkWest relies on its senior
secured revolving credit facility.  In July 2010, the partnership
amended its credit facility by increasing the amount to
$705 million and by extending the maturity until July 2015.  Pro
forma for the new note offering, the entire amount of the facility
will be available to fund capital expenditures or distributions to
unit holders.  Therefore, near term liquidity is more than
adequate.

A near term upgrade in the partnership's rating is unlikely given
the expectation for negative free cash flow for the foreseeable
future coupled with its current leverage ratio.  A negative action
could result if leverage increases to 5.0x either due to the
issuance of additional debt or a fall off in operating
performance.

The last rating action affecting MarkWest occurred on March 29,
2010, when Moody's upgraded the CFR and Probability of Default to
Ba3 from B1 and upgraded the senior note rating to B1 (LGD4, 62%)
from B2 (LGD 4, 65%).

MarkWest Energy Partners, L.P., is headquartered in Denver,
Colorado.


MASSEY ENERGY: S&P Puts 'BB-' Rating to CreditWatch Developing
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it placed its ratings
on Richmond, Va.-based Massey Energy Co., including its 'BB-'
corporate credit rating, on CreditWatch with developing
implications, which means that S&P could affirm, raise, or lower
the ratings following completion of S&P's review.

The CreditWatch listing follows recent press reports suggesting
that Massey is exploring strategic options, including a sale to
another coal producer or a private-equity firm, an acquisition of
another company, or remaining independent.

"The outcome of the strategic alternatives could have a negative
effect on S&P's assessment of the company's overall business and
financial risk profiles, given the potential for a debt financed
acquisition of another coal company or leveraged buyout by a
private equity firm or strategic buyer," said Standard & Poor's
credit analyst Marie Shmaruk.

Alternatively, the company's business and financial risk profiles
could improve if it makes an acquisition that expands the
company's geographic and product diversity or it is acquired by a
stronger entity and any potential transaction is funded in such a
way that results in improved credit measures.

S&P will monitor developments regarding the pursuit of strategic
alternatives and assess its impact on Massey's overall credit
profile if a transaction is announced or if one becomes less
likely.


MCCLATCHY COMPANY: Reports $12 Million Net Income for 3rd Quarter
-----------------------------------------------------------------
The McClatchy Company reported net income in the third quarter of
2010 of $12.1 million.  Adjusted earnings in the third quarter of
2010, excluding unusual items, were $10.6 million.

In the third quarter of 2009 the Company's earnings from
continuing operations were $23.6 million.  Adjusted earnings from
continuing operations in the third quarter of 2009, excluding
unusual items, were $11.0 million.

Unusual items affecting the third quarter results in each year are
discussed below.

Revenues in the third quarter of 2010 were $327.7 million, down
5.7% from revenues of $347.4 million in the third quarter of 2009.
Advertising revenues were $249.1 million, down 6.4%, and
circulation revenues were $66.4 million, down 3.8%.

Cash operating expenses in the third quarter, excluding severance
costs, declined $10.7 million, or 4.2%, from the 2009 third
quarter.

Management noted that earnings in the third quarter of 2010
benefited from the reversal of tax reserves and related interest
as tax years in certain states closed.

                     First Nine Months Results

Income from continuing operations in the first nine months of 2010
was $17.4 million or 20 cents per share.  Adjusted earnings from
continuing operations, excluding several unusual items discussed
below, were  $23.6 million or 28 cents per share.  Total net
income, including discontinued operations, was $21.4 million.

Income from continuing operations for the first nine months of
2009 was $27.9 million, or 33 cents per share, and was affected
by the unusual items discussed below.  Adjusted earnings from
continuing operations were $11.0 million, or 13 cents per share,
in the first nine months of 2009.

Revenues in the first nine months of 2010 were down 6.8% to $1.0
billion compared to $1.1 billion in the 2009 period.  Advertising
revenues in the 2010 period totaled $762.6 million, down 8.6%, and
circulation revenues were $203.7 million, down 1.5%.

A full-text copy of the Earnings Release is available for free
at http://ResearchArchives.com/t/s?6cc2

                   About The McClatchy Company

Sacramento, Calif.-based The McClatchy Company  (NYSE: MNI)
-- http://www.mcclatchy.com/-- is the third largest newspaper
company in the United States, publishing 30 daily newspapers, 43
non-dailies, and direct marketing and direct mail operations.
McClatchy also operates leading local websites in each of its
markets which extend its audience reach.  The websites offer users
comprehensive news and information, advertising, e-commerce and
other services.  Together with its newspapers and direct marketing
products, these interactive operations make McClatchy the leading
local media company in each of its premium high growth markets.
McClatchy-owned newspapers include The Miami Herald, The
Sacramento Bee, the Fort Worth Star-Telegram, The Kansas City
Star, The Charlotte Observer, and The News & Observer (Raleigh).

                          *     *     *

The Troubled Company Reporter said on Feb. 15, 2010, Moody's
Investors Service upgraded The McClatchy Company's Corporate
Family Rating to Caa1 from Caa2, Probability of Default Rating to
Caa1 from Caa2, and senior unsecured and unguaranteed note ratings
to Caa2 from Caa3, concluding the review for upgrade initiated on
January 27, 2010.  The upgrades reflect McClatchy's improved
liquidity position and reduced near-term default risk following
completion of the company's refinancing, and its ability to
stabilize EBITDA performance through significant cost reductions.
The rating outlook is stable.


MEG ENERGY: S&P Raises Corporate Credit Rating to 'BB'
------------------------------------------------------
Standard & Poor's Ratings Services said it raised its long-term
corporate credit rating on MEG Energy Corp. to 'BB' from 'BB-'
based on the company's successful track record with project
execution and ability to keep debt at moderate levels during the
initial stages of its in-situ oil sands steam-assisted gravity
drainage development projects.  The outlook is stable.  At the
same time, Standard & Poor's raised its rating on the company's
senior secured debt outstanding to 'BBB-' from 'BB+'.  The '1'
recovery rating on the debt is unchanged.  S&P removed the ratings
from CreditWatch with positive implications, where S&P placed them
June 24, 2010.

The upgrade reflects S&P's belief that MEG has maintained a
stronger financial risk profile relative to those of many other
rated companies with start-up SAGD projects, due to the large
proportion of private equity raised since the company's inception
and its recently completed IPO.

"With the completion of its first two development phases, MEG's
daily average production is still fairly small; however, based on
the pace of production ramp-up to date, S&P expects the company
should be able to sustain its production levels at design capacity
during S&P's 12-24 month forecast period," said Standard & Poor's
credit analyst Michelle Dathorne.  "Although S&P expects debt
levels will likely increase slightly as MEG works to complete its
35,000 barrels per day Phase 2B expansion, S&P nevertheless
believe MEG's cash flow protection metrics will strengthen to
levels commensurate with the 'BB' rating.  At present, S&P's
analysis of the company's financial risk profile has placed
greater emphasis on its capital structure; however, debt-to-EBITDA
will take on greater significance as production increases," Ms.
Dathorne added.

The ratings on MEG reflect Standard & Poor's assessment of the
company's weak cash flow generation, below-average profitability
during the initial phases of its multiyear steam-assisted gravity
drainage project development, and discounted realized crude oil
prices.  In S&P's opinion, the company's large high-quality
resource base, good visibility to long-term production growth, and
competitive full-cycle cost profile offset these weaknesses.

In S&P's view, MEG's satisfactory business risk profile reflects
its current low profitability during the initial phases of project
development, and the discounted realized crude oil prices
associated with its low API gravity bitumen production.  S&P
believes the investment-grade characteristics associated with the
company's large high-quality resource base, visibility to long-
term production growth, and competitive cost profile offset these
weaknesses.  As MEG's production levels have been relatively low
during the development and production ramp-up of Phases 1 and 2,
the company's return on capital employed has so far been
negligible.  Based on the project's full-cycle costs, which
Standard & Poor's estimates at C$25-C$26 per barrel (including
sustaining capital of about C$5 per barrel), MEG should generate
strong netbacks at midcycle crude oil prices, despite earning a
discounted price for its low API gravity bitumen production; and
the incremental costs associated with the diluent, which further
discount the potential realized netback.

The stable outlook reflects Standard & Poor's expectation that MEG
Energy will continue its effective cost management of the multi-
stage development of its Christina Lake in-situ oil sands assets,
and specifically that the company will complete its 35,000 barrel-
per-day Phase 2B expansion without unduly compromising its balance
sheet.  As MEG has attracted a significant amount of equity
financing to complete its development projects to date, the
company's capital structure, with fully adjusted debt-to-capital
of 25.6% at June 30, 2010, is significantly underlevered relative
to its SAGD and conventional upstream rating peer group.  In S&P's
view, MEG's ability to remain underlevered has strengthened its
financial risk profile.  Since existing cash resources are
sufficient to fund the majority of the Phase 2B development costs,
S&P believes the company's total debt levels should only increase
marginally until 2012.  As a result, its debt-to-EBITDA, which S&P
has previously not emphasized in S&P's credit analysis, could
improve to 3.0x-3.5x, after production ramps up to the cumulative
60,000 barrels per day design capacity following completion of the
Phase 2B expansion.  If the company achieves and sustains debt-to-
EBITDA in this range, S&P would raise the rating to 'BB+'.  As the
Phase 2B construction and project ramp-up will not occur until
2013, and the ratings are unlikely to rise before the Phase 2B
ramp-up occurs, the outlook's tenor is longer than would be
customary at the 'BB' rating level.  Although S&P attributes a low
probability of a negative rating action occurring in 2011 and
2012, S&P could lower the ratings if there is a material increase
in Phase 2B costs that the company elects to fund with debt, or
production economics weaken due to rising full-cycle costs.


MEREDITH WINBORN: Case Summary & 10 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Meredith Joyce Winborn
        2171 South El Camino Real, #203
        Oceanside, CA 92054

Bankruptcy Case No.: 10-18492

Chapter 11 Petition Date: October 19, 2010

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

Judge: Louise DeCarl Adler

Debtor's Counsel: Arthur Stockton, Esq.
                  STOCKTON LAW OFFICES
                  27322 Calle Arroyo, Suite 36D
                  San Juan Capistrano, CA 92675
                  Tel: (866) 682-8776
                  Fax: (866) 207-4082
                  E-mail: art@stocktonlawoffices.com

Estimated Assets: $0 to $50,000

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

A list of the Debtor's 10 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/casb10-18492.pdf


MERUELO MADDUX: Legendary & Hartland Plans Sent to Creditors
------------------------------------------------------------
Bankruptcy Law360 reports that a judge has signed off on a pair of
amended disclosure statements from rival parties in the Meruelo
Maddux Properties Inc. bankruptcy, setting the stage for creditors
to debate a set of proposals to revive the hobbled real estate
company.

Judge Kathleen Thompson of the U.S. Bankruptcy Court for the
Central District of California on Tuesday approved competing
reorganization plans from Meruelo equity holders Charlestown
Capital Advisors LLC and Hartland.

Judge Thompson approved the disclosure statement explaining the
Chapter 11 plan proposed by management in early August.

Three parties have filed competing plans for Meruelo Maddux:

  (1) The Company.

       -- The plan provides for the payment in full of all claims
          over time with interest.  The secured claims will be
          paid interest only over the term of the Plan and the
          principal balance will be paid either through the sale
          of the property securing the claim or the refinance of
          the secured debt.  PI shareholders will retain their
          shares in MMPI.  General unsecured creditors will be
          paid within 30 days after the effective date with
          interest from the Petition Date at 5% per annum.
          Holders of unsecured claims will be paid in the full
          amount of their claims over 5 years from the effective
          date.

          See http://bankrupt.com/misc/MMP_MgtPlan_091510.pdf

  (2) Lenders Legendary Investors Group No. 1 LLC and East West
      Bank.

       -- The plan's foundation is an $80 million
          recapitalization via a $5 million cash infusion by
          Legendary, conversion of about $65 million of debt to
          equity and a $10 million rights offering to holders of
          Meruelo Maddux existing common stock.  East West will
          receive 70% to 80% of the stock of the reorganized
          company.  Holders of unsecured claims will receive a
          cash payment equal to 100% of the amount of their
          allowed claims on the effective date, plus simple
          interest at 5% per annum for the period from the
          petition date through the date each allowed claim is
          paid.  Interest will be at the Federal Judgment Rate if
          the creditors vote to reject the plan.  Holders of the
          existing stock will receive 20% of the stock in the
          reorganized company.

          See http://bankrupt.com/misc/MMP_LendersPlan_091010.pdf

  (3) Existing shareholders Charlestown Capital Advisors LLC and
      Hartland Asset Management Corp.

       -- Under the plan, MMPI will receive a $31 million cash
          investment from Charleston and Hartland-led investors
          and from a rights offering made available to existing
          MMPI shareholders.  Non-insider general unsecured
          creditors will be paid in full with interest as soon as
          the plan becomes effective.  Holders of secured claims
          will receive monthly interest payments at 5.25% for four
          years with full payment on the principal balance four
          years after the effective date.  Reorganized MMPI will
          issue to existing holders of MMPI interests, if they
          elect to receive stock instead of cash, will receive
          up to 26% of the total stock of the reorganized company.
          Stockholders can also purchase up to 19% of the stock in
          an $8 million rights offering.

          See http://bankrupt.com/misc/MMP_ShareholdersPlan_091510.pdf

The Creditors Committee is recommending that creditors turn down
the management plan.  The Committee supports the lenders' plan.
The Committee noted that the lenders' plan will pay creditors in
full with interest shortly after plan confirmation while the
company plan would pay creditors in full over five years.

The Company has said that East West is taking a predatory action
by converting real estate debt into a controlling interest in a
company.  East West also appears to be proposing it use TARP money
obtained by the federal government as a part of its effort to
complete its hostile takeover of Meruelo Maddux.

Charleston and Hartland are represented by:

      Christopher E. Prince, Esq.
      Matthew A. Lesnick, Esq.
      Andrew R. Cahill, Esq.
      LESNICK PRINCE LLP
      185 Pier Avenue, Suite 103
      Santa Monica, CA 90405
      Tel: (213) 291-8984
      Fax: (310) 396-0963
      E-mail: cprince@lesnickprince.com
              matt@lesnickprince.com
              acahill@lesnickprince.com

Legendary Investors is represented by:

      Jeremy V. Richards, Esq.
      Jeffrey W. Dulberg, Esq.
      PACHULSKI STANG ZIEHL & JONES LLP
      10100 Santa Monica Blvd., 11th Floor
      Los Angeles, CA 90067-4100
      Tel: (310) 277-6910
      Fax: (310) 201-0760
      E-mail: jrichards@pszjlaw.com
              jdulberg@pszjlaw.com

           - and -

      Surjit P. Soni, Esq.
      THE SONI LAW FIRM
      35 N. Lake Ave., Suite 720
      Pasadena, CA 91101
      Tel: (626) 683-7600
      Fax: (626) 683-1199
      E-mail: surj@sonilaw.com

East West Bank is represented by:

      Curtis C. Jung, Esq.
      Monica H. Lin, Esq.
      JUNG & YUEN, LLP
      888 South Figueroa Street, Suite 720
      Los Angeles, CA 90017
      Tel: (213) 689-8880
      Fax: (213) 689-8887
      E-mail: curtis@jyllp.com

           - and -

      Elmer Dean Martin III, Esq.
      22632 Golden Springs Dr., Suite 190
      Diamond Bar, CA 91765
      Tel: (909) 861-6700
      Fax: (909) 860-3801
      E-mail: elmer@bankruptcytax.net

The Creditors Committee is represented by;

      Victor A. Sahn, Esq.
      Dean G. Rallis Jr., Esq.
      Asa S. Hami, Esq.
      Tamar Kouyoumjian, Esq.
      SULMEYERKUPETZ
      333 South Hope Street, 35th Floor
      Los Angeles, CA 90071-1406
      Tel: (213) 626-2311
      Fax: (213) 629-4520
      E-mail: vsahn@sulmeyerlaw.com
              drallis@sulmeyerlaw.com
              ahami@sulmeyerlaw.com
              tkouyoumjian@sulmeyerlaw.com

                         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.


MESA AIR: Creditors Committee to Get Co-Exclusivity for Plan
------------------------------------------------------------
The Official Committee of Unsecured Creditors of Mesa Air Group,
Inc., and certain of its direct and indirect subsidiaries in these
Chapter 11 cases, as debtors and debtors-in-possession, filed a
statement in connection with the Debtors' request for a second
extension of their exclusive period to propose and solicit
acceptances of a Chapter 11 plan.

The Court's August 12, 2010 Order extends the Debtors' Exclusive
Plan Proposal Period to October 21, 2010, and Exclusive
Solicitation Period to December 22, 2010, and requires the
Creditors' Committee to file and serve any objection by
October 8, 2010, in the event the Committee objects to any
further extension of exclusivity.

Barring an objection by the Creditors' Committee, the Debtors'
Exclusive Plan Proposal Period and Exclusive Solicitation Period
will be automatically extended an additional 41 days to
December 1, 2010, and February 1, 2011.

Brett H. Miller, Esq., at Morrison & Foerster LLP, in New York,
relates that the Creditors' Committee raised certain informal
concerns with the Debtors regarding their continued exclusivity.
In resolution of those concerns and in lieu of filing an
objection to the Motion, the Debtors have consented to providing
the Committee with co-exclusivity to file and solicit a plan of
reorganization, effective January 15, 2011.

The Debtors and Creditors' Committee intend to submit a form of
stipulated order formalizing the agreement regarding co-
exclusivity as soon as practicable, Mr. Miller informs the Court.

                     About Mesa Air Group

Mesa currently operates 130 aircraft with approximately 700 daily
system departures to 127 cities, 41 states, Canada, and Mexico.
Mesa operates as Delta Connection, US Airways Express and United
Express under contractual agreements with Delta Air Lines, US
Airways and United Airlines, respectively, and independently as
Mesa Airlines and go! Mokulele.  This operation links Honolulu to
the neighbor island airports of Hilo, Kahului, Kona and Lihue.
The
Company, founded by Larry and Janie Risley in New Mexico in 1982,
has approximately 3,500 employees.

Mesa Air Group Inc. and its units filed their Chapter 11 petitions
Jan. 5 in New York (Bankr. S.D.N.Y. Case No. 10-10018), listing
assets of $976 million against debt totaling $869 million as of
Sept. 30, 2009.

Richard M. Pachulski, Esq., and Laura Davis Jones, Esq., at
Pachulski Stang Ziehl & Jones LLP, serve as local counsel.
Imperial Capital LLC is the investment banker.  Epiq Bankruptcy
Solutions is claims and notice agent.

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


MESA AIR: Disclosure Statement Hearing Postponed to Nov. 10
-----------------------------------------------------------
The hearing on the Disclosure Statement explaining the Joint
Chapter 11 Plan of Reorganization of Mesa Air Group, Inc., and its
debtor subsidiaries, and the motion for its approval, has been
adjourned to November 10, 2010, at 2:00 p.m., prevailing Eastern
Time, or as soon thereafter as counsel may be heard.

The Disclosure Statement hearing was previously scheduled for
October 26, 2010.

Responses, objections and proposed modifications to the
Disclosure Statement and the Motion to Approve must be received
by November 3, 2010, at 4:00 p.m., prevailing Eastern Time.
Untimely objections may not be heard at the Disclosure Statement
hearing.

The Disclosure Statement hearing may be adjourned or continued
from time to time by the Debtors or the United States Bankruptcy
Court for the Southern District of New York without further
notice to creditors or parties-in-interest other than an
announcement at the hearing or at a later hearing, or by notice
on the Court's docket.

                        The Chapter 11 Plan

Mesa Air Group, Inc., and its affiliated debtors and debtors-in-
possession delivered to the U.S. Bankruptcy Court for the
Southern District of New York a Joint Plan of Reorganization and
a Disclosure Statement in support of the Joint Plan on
September 17, 2010.

The Plan provides for these terms:

    * The Plan effectuates a reorganization of the Debtors
      through the issuance of New Common Stock by the ultimate
      corporate parent, Reorganized Mesa Air Group, which, on
      the effective date of the Plan, will be deemed to own all
      of the ownership interests in the other Reorganized
      Debtors; New 8% Notes and U.S. Air Note issued by
      Reorganized Mesa Air Group; and New Warrants to acquire
      shares of the New Common Stock, and the preservation of
      the Debtors' business operations and going concern value.

      The Debtors will distribute (i) New Common Stock to
      holders of Allowed Class 3 Claims and Allowed Class 5
      Claims that are U.S. Citizens, and (ii) New Warrants to
      all holders of Allowed Class 3 Claims that are Non-U.S.
      Citizens.

    * Holders of Interests will neither receive nor retain any
      property under the Plan.

    * The Plan will be funded by way of the Debtors' cash on
      hand, revenues from ordinary course operations, and
      proceeds of asset sales.

    * There will be no substantive consolidation of the Debtors'
      Estates under the Plan.

    * As consideration for entry into the U.S. Airways Code-
      Share Tenth Amendment, U.S. Airways, Inc. will receive
      approximately 10% of the New Common Stock, and the
      Management Equity Pool will be reserved for distribution
      under the management/employee equity incentive plan that
      will be established by the Reorganized Board.

    * Pursuant to the Plan, each U.S.-Citizen holder of an
      Allowed General Unsecured Claim will be allocated its
      share of New Common Stock and the New 8% Notes.  Each non-
      U.S.-Citizen holder of an Allowed General Unsecured Claim
      will be allocated its share of New Warrants and the New 8%
      Notes.

    * There will be a separate convenience class comprising De
      Minimis Convenience Claims, which are general unsecured
      claims of $100,000 or less, and which will receive certain
      percentages in cash payment.  Other than Noteholders,
      unsecured creditors will be allowed to opt into the
      convenience claim class if desired.

    * All existing Interests in Mesa Air Group will be
      extinguished and the holders of the Interests will not
      receive or retain any property on account of the
      Interests.  Reorganized Mesa Air Group will be vested
      directly or indirectly with the Interests in the
      Reorganized Debtor Subsidiaries and the Liquidating
      Debtors.

    * Intercompany Claims will be taken into account in
      assessing the value of the applicable Debtors, but Holders
      of Intercompany Claims will not directly receive or retain
      any property on account of the Claims under the Plan.

    * All other senior Allowed Claims, including Administrative
      Claims, Priority Tax Claims, Priority Non-tax Claims, and
      Secured Claims, will be paid or otherwise satisfied
      pursuant to the terms of the Plan.

Full-text copies of the Plan and the Disclosure Statement,
including the liquidation analysis and financial projections, are
available at no charge at:

  http://bankrupt.com/misc/Mesa_Ch11Plan091710.pdf
  http://bankrupt.com/misc/Mesa_DisclosureStatement091710.pdf

The Debtors are targeting a hearing on the confirmation of the
Plan at 10:00 a.m., Eastern Time, on December 15, 2010.

                     About Mesa Air Group

Mesa currently operates 130 aircraft with approximately 700 daily
system departures to 127 cities, 41 states, Canada, and Mexico.
Mesa operates as Delta Connection, US Airways Express and United
Express under contractual agreements with Delta Air Lines, US
Airways and United Airlines, respectively, and independently as
Mesa Airlines and go! Mokulele.  This operation links Honolulu to
the neighbor island airports of Hilo, Kahului, Kona and Lihue. The
Company, founded by Larry and Janie Risley in New Mexico in 1982,
has approximately 3,500 employees.

Mesa Air Group Inc. and its units filed their Chapter 11 petitions
Jan. 5 in New York (Bankr. S.D.N.Y. Case No. 10-10018), listing
assets of $976 million against debt totaling $869 million as of
Sept. 30, 2009.

Richard M. Pachulski, Esq., and Laura Davis Jones, Esq., at
Pachulski Stang Ziehl & Jones LLP, serve as local counsel.
Imperial Capital LLC is the investment banker.  Epiq Bankruptcy
Solutions is claims and notice agent.

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


METALDYNE LLC: Moody's Affirms 'B1' Corporate Family Rating
-----------------------------------------------------------
Moody's Investors Service affirmed the B1 Corporate Family and
Probability of Default Ratings of Metaldyne, LLC, following the
company's upsizing of its proposed senior secured term loan
facility to $250 million from $225 million.  Moody's also affirmed
the B1 rating of the resized term loan.  The rating outlook is
stable.  Proceeds from the $25 million increase of the term loan
will be used to fund a correspondingly higher distribution to the
company's shareholders (including the company's lead sponsors, The
Carlyle Group and Solus Alternative Asset Management LP).

In affirming the B1 ratings Moody's said that Metaldyne's
leverage will increase modestly as a result of the term loan
upsizing.  However, due to increased market demand, the interest
rate on the term loan will be lower than originally anticipated.
Consequently, key debt service metrics will largely remain in line
with Moody's earlier expectations, and the company's overall risk
profile remains unchanged.

These ratings were affirmed:

  -- Corporate Family Rating, B1;
  -- Probability of Default, B1;
  -- B1 (LGD3, 44%), for the $250 million senior secured term loan

The last rating action was on September 30, 2010, when the B1
Corporate Family Rating was assigned.

Metaldyne, LLC, is a global manufacturer of highly engineered
metal-based components for light vehicle engine, transmission and
driveline applications for the global automotive light vehicle
market.  The company is wholly owned subsidiary of MD Investors
Corporation which itself is owned by a coalition of investors led
by The Carlyle Group and Solus Alternative Asset Management LP.


METRO-GOLDWYN-MAYER: Icahn Wants to Buy Debt; Nixes Spyglass Deal
-----------------------------------------------------------------
Entities affiliated with Carl Icahn are offering holders of senior
secured loans of Metro-Goldwyn-Mayer Inc. the right to put loans
to Icahn Affiliates at a purchase price of $0.45 per $1.00 in
principal amount on a first-come, first-served basis.  The offer
will give participating holders of Senior Loans the right to keep
the upside on their MGM position, if there is one, without taking
risk on the downside.

The offer is conditioned on a minimum of $963,000,000 in principal
amount in Senior Loans participating in the offer.  If this amount
participates in the offer, and the other conditions to the offer
are met, Mr. Icahn will be obligated to accept that amount on a
first-come, first-served basis.  Mr. Icahn reserves the right to
accept more Senior Loans in the offer but is not obligated to do
so.

The offer will expire at the voting deadline for the MGM/Spyglass
Prepackaged Plan on October 29, 2010, unless extended by Mr.
Icahn's affiliates in their sole discretion.

American Bankruptcy Institute has said that MGM's decision on
Friday to extend the voting period for a pre-packaged bankruptcy
plan to Oct. 29 bodes well for the Carl Icahn-backed counterplan
submitted to the studio last week.

The put will be usable and exercisable by participating lenders
from October 29, 2010, until two weeks after the date MGM exits
bankruptcy or for one year, whichever comes first.

Participating lenders will be required to vote against the
Spyglass Plan and will be required to grant a proxy to Mr. Icahn.
Those voting rights will continue through the exercise period of
the put right.

Mr. Icahn stated that he is firmly opposed to MGM's current
proposed Spyglass Plan and the related transaction with Spyglass.
He characterized the Spyglass Plan as a "prescription for
disaster".

Mr. Icahn noted that "the plan is being backed by certain members
of the MGM creditors committee, and is being ramrodded through
with the typical fear tactic that the "sky will fall" if the plan
is not approved."  Mr. Icahn stated that he believes that "it is
more likely for the sky to fall if the Spyglass Plan was
approved."

Mr. Icahn further stated: This is the critical decision point for
MGM lenders, yet we are being rushed into an extraordinary
Prepackaged Plan with limited information and input, on a "hurry
up basis" that frustrates any dissent.  I hope to defeat this
"rush to judgment".

"I URGE ALL SENIOR LENDERS TO VOTE AGAINST THE SPYGLASS PLAN, even
if they do not wish to accept our offer.  A 'No' vote will force
an open and transparent process to allow all lenders the full and
fair opportunity to evaluate all information and obtain complete,
unbiased analysis regarding all offers and opportunities that may
be available for MGM.  It is interesting to note that Lionsgate
has made an offer but their request to put it out publicly has
been refused.  It has also come to my attention that at least one
other offer has been made which has not been made public by MGM or
the MGM creditors committee.  It is my intention to bring all of
these offers to light.  WE SHOULD NOT ALLOW OURSELVES TO BE
RAILROADED INTO THE SPYGLASS PLAN," Mr. Icahn said.

To be eligible for the offer, holders must own Senior Loans issued
under the April 2005 MGM Credit Facility as of the October 4, 2010
record date for the Spyglass Plan and must have voted against that
plan. The offer will be conditioned on the Spyglass Plan being
rejected.  The offer is subject to the terms and conditions of the
definitive offer documents which are available from the
Information Agent.

Any questions or requests for assistance or documents, including
definitive Icahn offer documents, may be directed to Innisfree M&A
Incorporated, the Information Agent for the offer, at:

          Innisfree M&A Incorporated
          501 Madison Avenue, 20th Floor
          New York, NY 10022
          Toll-Free: (888) 750-5833

                           *     *     *

The Wall Street Journal's Mike Spector and Lauren A. E. Schuker
report that MGM's debt currently trades around 45 cents, so Mr.
Icahn's deal doesn't offer creditors any premium.

According to the Journal, people familiar with the matter said Mr.
Icahn for weeks has privately been trying to rally dissident
creditors to his cause.

The Journal also notes a small MGM creditors committee -- which
includes J.P. Morgan Chase & Co., Anchorage Advisors and Highland
Capital Management -- held several merger talks with Lions Gate
over the summer, but the two sides disagreed on how to value the
two studios.

As reported by the Troubled Company Reporter on October 13, 2010,
Claudia Eller, writing for The Los Angeles Times, said people
close to the matter indicated that Lions Gate made another merger
proposal to MGM lenders, which would give the MGM lenders a 55%
stake in the merged company.

The Journal's Mr. Spector and Ms. Schuker report that MGM's
largest creditors have balked at the offer, countering that MGM is
worth close to $2 billion -- twice Lions Gates' current market
capitalization.

Mr. Icahn, who is Lions Gate's largest shareholder, with over 37%
ownership as of end August, also holds half a billion dollars of
MGM's debt.

                        Prepack Bankruptcy

As reported by the Troubled Company Reporter on October 8, 2010,
MGM has begun a solicitation of votes from its secured lenders for
a pre-packaged plan of reorganization.  MGM expects to continue
normal business operations throughout the restructuring process.
The Plan provides for MGM's employees, vendors, participants,
guilds, and licensees to be unimpaired.

The Plan provides for MGM's secured lenders to exchange more than
$4 billion in outstanding debt for approximately 95.3% of equity
in MGM upon its emergence from Chapter 11.  Spyglass Entertainment
would contribute certain assets to the reorganized company in
exchange for approximately 0.52% of the reorganized company.  In
addition, two entities owned by Spyglass affiliates -- Cypress
Entertainment Group, Inc. and Garoge, Inc. -- will merge with and
into a subsidiary of MGM, with the MGM subsidiary as the surviving
entity.  The stockholders of Cypress and Garoge will receive
approximately 4.17% of the reorganized company in exchange.

Following the receipt of the requisite consents from secured
lenders during the solicitation period, and to implement the debt
restructuring, MGM intends to commence pre-packaged Chapter 11
cases under the U.S. Bankruptcy Code and seek confirmation of the
Plan.  Gary Barber and Roger Birnbaum, currently Co-Chairman and
Chief Executive Officer of Spyglass Entertainment, would serve as
the Co-Chairman and Chief Executive Officer of MGM following the
company's emergence from Chapter 11.

The deadline for the Company's secured lenders to vote on the Plan
is October 22, 2010, unless extended.  Only holders of secured
debt as of October 4, 2010 under MGM's April 8, 2005 Credit
Agreement will be solicited.

The Wall Street Journal's Mike Spector and Lauren A. E. Schuker
report that if MGM gets enough creditor support, it hopes to spend
roughly two months under Chapter 11 bankruptcy protection.  When
it exits bankruptcy, MGM's ambitions will be scaled back to making
only a handful of new movies each year.  The studio plans to tap a
new $500 million credit line to finance new film production,
people familiar with the matter said, far less than the company
had originally envisioned.

MGM is grappling with $3.7 billion in debt.  MGM has received a
series of forbearance agreements from its bondholders and lenders,
wherein the lenders extended the period during which MGM won't
have to pay principal and interest on its bank debt, including a
revolving credit facility.  The latest forbearance agreement
expires October 29.

MGM tried to sell itself in March 2010 but received low bids.
According to The Wall Street Journal, Sahara India Pariwar offered
a bit more than $2 billion for MGM in September, but the studio's
creditors rejected the overture.

MGM has hired investment bank Moelis & Company and the law firm
Skadden, Arps, Slate, Meagher & Flom.  In August 2009, it hired
the restructuring expert Stephen F. Cooper to help lead the
company.

                      About Metro-Goldwyn-Mayer

Metro-Goldwyn-Mayer, Inc., is an independent, privately held
motion picture, television, home video, and theatrical production
and Distribution Company.  The Company owns the world's largest
library of modern films, comprising approximately 4,000 titles,
and over 10,400 episodes of television programming.  An investor
consortium, comprised of Providence Equity Partners, TPG Capital,
Sony Corporation of America, Comcast Corporation, DLJ Merchant
Banking Partners and Quadrangle Group, owns MGM.


MICHAEL CHANDLER, SR.: Case Summary & Creditors List
----------------------------------------------------
Debtor: Michael Scott Chandler, Sr.
        661 Rosedale Road
        Kennett Square, PA 19348

Bankruptcy Case No.: 10-19012

Chapter 11 Petition Date: October 18, 2010

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

Judge: Stephen Raslavich

Debtor's Counsel: Eugene A. Steger, Jr., Esq.
                  EUGENE STEGER & ASSOCIATES PC
                  411 Old Baltimore Pike
                  Chadds Ford, PA 19317
                  Tel: (6100 388-7737
                  E-mail: esteger@stegerlaw.net

Scheduled Assets: $2,488,524

Scheduled Debts: $720,174

A list of the Debtor's seven largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/paeb10-19012.pdf


MS GRAND: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: MS Grand Inc.
        4800 Walden Lane
        Lanham, MD 20706

Bankruptcy Case No.: 10-33911

Chapter 11 Petition Date: October 19, 2010

Court: United States Bankruptcy Court
       District of Maryland (Greenbelt)

Judge: Paul Mannes

Debtor's Counsel: Linda D. Regenhardt, Esq.
                  BAILEYGARY PC
                  8500 Leesburg Pike, Suite 7000
                  Vienna, VA 22182
                  Tel: (703) 848-2828
                  Fax: (703) 893-9276
                  E-mail: lregenhardt@garyreg.com

Scheduled Assets: $6,902,283

Scheduled Debts: $8,510,034

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/mdb10-33911.pdf

The petition was signed by Min Sik Kang, president.

Debtor-affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Wesleyan Kim                           08-13577   02/04/09


NCD DEVELOPMENT: Files List of 10 Largest Unsecured Creditors
-------------------------------------------------------------
NCD Development, Inc., has filed with U.S. Bankruptcy Court for
the Northern District of Texas its list of 10 largest unsecured
creditors, disclosing:

  Entity                       Nature of Claim        Claim Amount
  ------                       ---------------        ------------
UCA, Inc.
3207 Skylane Drive, Suite 110  Trade debt for lease
Carrollton, TX 75006           of storage containers
                               that were not provided     $56,000

ERWS                           Trade debt incurred
11016 South Pipeline Road      in construction of a
Euless, TX 76040               retaining wall             $13,600

Hedgewood Group                Trade debt incurred
16990 Dallas Pkwy, Suite 215   for property tax
Dallas, TX 75248               consulting services         $9,592

H&E Equipment Services         Trade debt incurred
                               by former general
                               contractor for alleged
                               equipment rental            $8,900

Royal Signs & Graphics         Trade debt associated
                               with manufacture and
                               installation of signage     $8,500

Shelter Distribution           Trade debt incurred with
                               purchase of roofing
                               supplies                    $5,181

Paetec / McLeod USA Telecom    Trade debt for alleged
                               services that were never
                               activated/provided          $3,000

Settle & Pou                   Trade debt - legal
                               services                    $1,824

Allied Wastes Services         Trade debt provided
                               for dumpster and waste
                               hauling                       $370

United Site Services, Inc.     Trade debt in
                               providing portable
                               toilets                       $300

Fort Worth, Texas-based NCD Development, Inc., filed for Chapter
11 bankruptcy protection on October 3, 2010 (Bankr. N.D. Tex. Case
No. 10-46416).  Randy Ford Taub, Esq., at the Law Office of R.
Ford Taub, assists the Debtor in its restructuring effort.  The
Debtor estimated its assets at $1 million to $100 million and
debts at $1 million to $10 million.


NCD DEVELOPMENT: Files Schedules of Assets & Liabilities
--------------------------------------------------------
NCD Development, Inc., has filed with the U.S. Bankruptcy Court
for the Northern District of Texas its schedules of assets and
liabilities, disclosing:

  Name of Schedule                        Assets       Liabilities
  ----------------                        ------       -----------
A. Real Property                        $2,639,734
B. Personal Property                      $107,068
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                       $4,287,072
E. Creditors Holding
   Unsecured Priority
   Claims                                                  $50,878
F. Creditors Holding
   Unsecured Non-priority
   Claims                                                 $107,267
                                        -----------    -----------
      TOTAL                              $2,746,802     $4,445,217

A copy of the schedules is available for free at:

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

Fort Worth, Texas-based NCD Development, Inc., filed for Chapter
11 bankruptcy protection on October 3, 2010 (Bankr. N.D. Tex. Case
No. 10-46416).  Randy Ford Taub, Esq., at the Law Office of R.
Ford Taub, assists the Debtor in its restructuring effort.  The
Debtor estimated its assets at $1 million to $100 million and
debts at $1 million to $10 million.


NCD DEVELOPMENT: Section 341(a) Meeting Scheduled for Nov. 12
-------------------------------------------------------------
The U.S. Trustee for Region 6 will convene a meeting of NCD
Development, Inc.'s creditors on November 12, 2010, at 1:30 p.m.
The meeting will be held at the Fritz G. Lanham Federal Building,
819 Taylor Street, Room 7A24, Fort Worth, Texas 76102.

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

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Fort Worth, Texas-based NCD Development, Inc., filed for Chapter
11 bankruptcy protection on October 3, 2010 (Bankr. N.D. Tex. Case
No. 10-46416).  Randy Ford Taub, Esq., at the Law Office of R.
Ford Taub, assists the Debtor in its restructuring effort.  The
Debtor estimated its assets at $1 million to $100 million and
debts at $1 million to $10 million.


NCD DEVELOPMENT: Taps Randy Ford Taub as General Bankr. Counsel
---------------------------------------------------------------
NCD Development, Inc., asks for authorization from the U.S.
Bankruptcy Court for the Northern District of Texas to employ
Randy Ford Taub as general bankruptcy counsel.

Mr. Taub will, among other things:

     (a) evaluate of the Debtor's financial condition and furnish
         legal advice to the Debtor with regard to its duties,
         responsibilities, legal obligations and powers as a
         debtor-in-possession and the continued operation of the
         Debtor's business and management of its property;

     (b) assist the Debtor in the preparation and filing of the
         schedules, statement of financial affairs and other
         supporting documents required by the U.S. Bankruptcy
         Code;

     (c) attend the initial interview conducted by the Office of
         the U.S. Trustee and furnish said office with all
         requested information about the Debtor's business and
         financial affairs; and

     (d) attend the first meeting of creditors with an authorized
         representative of the Debtor.

Mr. Taub will be paid $300 per hour for his services.

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

Fort Worth, Texas-based NCD Development, Inc., filed for Chapter
11 bankruptcy protection on October 3, 2010 (Bankr. N.D. Texas
Case No. 10-46416).  The Debtor estimated its assets at $1 million
to $100 million and debts at $1 million to $10 million.


NICHOLASVILLE GREENS: Case Summary & 15 Largest Unsec Creditors
---------------------------------------------------------------
Debtor: Nicholasville Greens, LP
        340 Royal Poinciana Way, Suite 305
        Palm Beach, FL 33480

Bankruptcy Case No.: 10-53298

Chapter 11 Petition Date: October 19, 2010

Court: United States Bankruptcy Court
       Eastern District of Kentucky (Lexington)

Debtor's Counsel: Ellen Arvin Kennedy, Esq.
                  DINSMORE & SHOHL
                  250 West Main Street, Suite 1400
                  Lexington, KY 40507
                  Tel: (859) 425-1020
                  E-mail: dsbankruptcy@dinslaw.com

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

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

A list of the Company's 15 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/kyeb10-53298.pdf

The petition was signed by Cristie George, senior vice president
of sole member of the Debtor's general partner.


NORTEL NETWORKS: Court Approves $65 Mil. Sale of Switch Business
----------------------------------------------------------------
Nortel Networks Inc. and its debtor affiliates obtained
permission from the U.S. Bankruptcy Court for the District of
Delaware and the Ontario Superior Court of Justice to sell their
global Multi Service Switch businesses to Telefonaktiebolaget LM
Ericsson for $65 million.

The Court approval came barely a week after Nortel conducted a
bankruptcy auction for its MSS Business where Ericsson emerged as
the winning bidder.  The Sweden-based company beat out another
rival bidder, PSP Holding LLC, whose US$60 million offer was
selected as the alternate bid.

PSP Holding's US$39 million initial offer served as the "stalking
horse bid " or the lead bid at the auction.

Ericsson topped PSP Holding's increased bid at the auction by
$5 million.  Accordingly, Ericsson will acquire substantially all
assets of the MSS Business globally, including the Data Packet
Network (DPN) and Services Edge Router (Shasta) product groups.
It will also take over contracts related to the MSS Business.

Ericsson has agreed to offer employment to Nortel workers
affected by the sale of the MSS Business, including those who are
based outside of the United States.

The Nortel/Ericsson deal on the MSS Business sale has been
formalized in a 136-page agreement, a copy of which is available
for free at http://bankrupt.com/misc/Nortel_MSSSaleEricsson.pdf

Ericsson said it acquired Nortel's switch unit on a debt-free
basis in the bankruptcy auction.  SEB Enskilda advised the
Swedish company as it sought to buy the unit, according to a
report by Bloomberg News.

Ericsson has bought Nortel assets at least four times in a little
more than a year as it expanded both its mobile networks and its
North American operations.  It beat bids from Nokia Siemens
Networks and MatlinPatterson Global Advisers LLC to acquire
Nortel's wireless equipment unit for $1.13 billion in July 2009,
Bloomberg News noted.

John Luszczek, general manager of the Nortel MSS Business, said
the recent asset acquisition is "another proof-point of Nortel's
ongoing commitment to preserve innovation and customer
relationships."

"Our focus now is to work closely with Ericsson to ensure as
seamless a transition as possible for our customers.  At the same
time, we will continue to deliver the superior service that our
customers have come to expect from Nortel," Mr. Luszczek said in
a public statement.

In its 54th monitor report filed with the Canadian Court, Ernst &
Young Inc. expressed support for the sale of the Nortel MSS
Business, saying the offer from Ericsson "constitutes fair
consideration" for the assets.

Ernst & Young is the firm appointed by the Canadian Court to
monitor the assets of Canada-based Nortel Networks Corp. and
certain of its affiliates who have filed for protection under
Canada's Companies' Creditors Arrangement Act.

Prior to the auction, OSS Nokalva Inc. and several other firms
filed objections to the Bankruptcy Court to block the proposed
assumption of their contracts in connection with the MSS Business
sale, among other things.

To address those objections, the Bankruptcy Court clarified that
no provision in its sale order authorizes the assumption or
assignment of Nortel's contracts with OSS Nokalva Inc., AT&T
Services Inc., Motorola Inc., Qwest Communications Company LLC,
SNMP Research International Inc. and Verizon Communications
Inc.'s affiliates.  All other objections that have not been
withdrawn, waived or settled were overruled.

Meanwhile, Grapevine-Colleyville, SAP America Inc. and SAP Canada
Inc. dropped their objections to the sale.

In a related development, NNI withdrew a September 8, 2010 notice
to assign certain customer contracts to the winning bidder.  The
proposed assignment of the contracts was supposed to be
considered for approval at a September 30 hearing.

                      About Nortel Networks

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

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

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

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

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

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

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


NORTEL NETWORKS: Proposes Blade Tech. Indemnification Pact
----------------------------------------------------------
Nortel Networks Inc. seeks the Court's authority for it and
certain of its debtor affiliates that are stockholders in Blade
Technologies Inc. to enter into a certain indemnification and
deferred payment agreement.

Blade Technologies provides Ethernet switches and virtualization
and management solutions for enterprise data centers.  Its
business originated with the launch of Nortel's Blade Server
Switches Business Unit in 2003.  NNI and certain debtor
affiliates are minority stockholders in Blade Technologies,
owning up to 15.6% equity stake in the firm.

The Indemnification Agreement was hammered out as a condition to
an entry into a merger agreement between Blade Technologies and
International Business Machines Corp., by which IBM will acquire
Blade Technologies, including Nortel's stake in Blade.

Ann Cordo, Esq., at Morris Nichols Arsht & Tunnell LLP, in
Wilmington, Delaware, says the consideration provided in the
Merger Agreement represents the highest and best offer available
for the Nortel shares.  She points out that further marketing of
the Nortel shares would not yield a better offer.  Further
marketing of the shares, she contends, may even result in a
reduction in the purchase price or the loss of the deal with IBM
altogether.

Nortel relates that it began efforts to market its shares in
Blade Technologies in May 2010.  None of the prospective buyers,
however, submitted any bids approaching the price offered by IBM,
according to Ms. Cordo.

The Indemnification Agreement requires stockholders of Blade
Technologies to indemnify and hold harmless IBM or its affiliates
against losses in connection with any breach of representation,
warranties or covenants in the Indemnification Agreement and in
the Merger Agreement.

The Indemnification Agreement also provides that Nortel will have
no liability on or after December 31, 2011, other than with
respect to the so-called "aggregate deferred payment amount" or
the portion of the merger consideration otherwise payable to the
security holders and retained by IBM.

IBM's sole and exclusive monetary remedy from Nortel under the
Indemnification Agreement is the retention of amounts from the
pro rata portion of the aggregate deferred payment amount, which
is retained by IBM pursuant to the Merger Agreement.

In connection with their entry into the Indemnification
Agreement, NNI and its affiliated debtors also seek Court
permission to deliver consents dated September 23, 2010, related
to the IBM-Blade Technologies merger.

The Debtors also seek the Court's permission to file under seal
copies of the Indemnification Agreement and the Merger Agreement,
which reportedly contain "substantial sensitive commercial
information."

The Court will consider approval of the request at the hearing
scheduled for October 14, 2010.  Deadline for filing objections
is October 7, 2010.

                      About Nortel Networks

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

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

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

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

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

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

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


NORTEL NETWORKS: Resolves Price Adjustment Dispute With Avaya
-------------------------------------------------------------
Nortel Networks Inc. and its affiliates inked a stipulation with
Avaya Inc. for the release of funds held in escrow by Wells Fargo
Bank N.A.

Wells Fargo administers the escrow account where the proceeds
from the sale of Nortel's Enterprise Solutions business are held.
A portion of the funds held in escrow relates to post-closing
purchase price adjustments that could be made pursuant to the
sale agreement between Nortel and Avaya.  Funds may be released
from the escrow either by a joint instruction from Nortel and
Avaya, or by a final court order.

A dispute earlier ensued between Nortel and Avaya after the
latter questioned Nortel's calculation of post-closing purchase
price adjustments.  Nortel formally filed a motion with the
Bankruptcy Court to compel Avaya to comply with the terms of the
sale agreement with respect to the Nortel Enterprise Solutions
Business.

The parties' Stipulation, as approved by the Court, requires
Wells Fargo to release a sum of $6 million from the purchase
price adjustment escrow funds to Avaya, and to release the
balance of those funds to Nortel's distribution agent.

The Stipulation further requires Avaya to deliver written
confirmation to Christopher Ricaurte, president of Nortel
Business Services, of the transfer of certain inventory to
Nortel.  To the extent any inventory is retained by Avaya and is
not transferred, the value of that inventory will be deducted
from the amount due to Avaya.

Payments made pursuant to the Stipulation will constitute a full
and final satisfaction of all claims for purchase price
adjustments related to the sale of the Enterprise Solutions
Business.  Upon entry into the Stipulation, Avaya and Nortel are
barred from seeking further purchase price adjustments.  The
Stipulation also calls for the withdrawal of the Motion to
Enforce filed by Nortel.

A full-text copy of the Nortel/Avaya Stipulation is available
without charge at:

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

                      About Nortel Networks

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

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

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

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

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

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

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


NORTEL NETWORKS: Sets Cross-Border Claims Settlement Rules
----------------------------------------------------------
Nortel Networks Inc. and its affiliated debtors sought and
obtained Bankruptcy Court approval of a cross-border protocol for
the settlement of claims asserted against them.

The Cross-Border Claims Settlement Protocol aims to facilitate
coordination among U.S.-based Nortel companies and their
affiliates in Canada for the resolution of claims that were filed
in Nortel's Chapter 11 cases and insolvency cases.

Among the claims to be settled under the Cross-Border Claims
Settlement Protocol are so-called "overlapping claims" that were
filed in both U.S. and Canadian proceedings by the same creditor
or its affiliate, which stemmed from the same debt, property,
agreement or transaction.  The Cross-Border Claims Settlement
Protocol also governs the resolution of non-overlapping claims
that were filed in both the U.S. and Canadian proceedings by the
same creditor or its affiliate.

Moreover, the Cross-Border Claims Settlement Protocol calls for
the sharing of information about the claims among the Nortel
companies and Ernst & Young Inc., and the conduct of a monthly
meeting for such purpose.

The Nortel companies, Ernst & Young, the Official Committee of
Unsecured Creditors and the ad hoc group of bondholders are
afforded the right to support or object and to be heard in both
the U.S. Bankruptcy Court and the Ontario Superior Court of
Justice with respect to their claims under the Cross-Border
Claims Settlement Protocol.

A full-text copy of the document detailing the Cross-Border
Claims Settlement Protocol is available without charge at:

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

The Canadian Court, which oversees the insolvency cases of Nortel
Networks Corp. and its Canadian affiliates, also handed down an
order approving the proposed protocol following a motion filed
from NNI's Canadian affiliates and a recommendation from Ernst &
Young.

NNI also obtained the Bankruptcy Court's approval of an
agreement, which authorizes it to share with the Creditors
Committee and the bondholders group information about certain
claims it received from the Canadian affiliates or from Ernst &
Young.  A full-text copy of the Sharing Agreement is available
without charge at:

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

                      About Nortel Networks

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

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

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

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

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

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

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


NORTH AMERICAN PETROLEUM: Nov. 22 Deadline for Proofs of Claim
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware directs
creditors to file their proofs of claim on account of claims
arising prior to May 25, 2010, by 5:00 p.m., prevailing Eastern
Time, on Nov. 22, 2010.  This general claims bar date includes
claims arising under 11 U.S.C. Sec. 503(b)(9).  Government units
have until Nov. 22, 2010, to file their proofs of claim.  Claim
forms and detailed information about claims process is available
at http://dm.epiq11.com/NAPCUS

           About North American Petroleum Corp. USA

Denver, Colorado-based North American Petroleum Corp. USA is a
natural gas driller.  North American Petroleum and Prize Petroleum
are subsidiaries of Petroflow Energy Corporation.

North American Petroleum sought Chapter 11 protection on May 25,
2010 (Bankr. D. Del. Case No. 10-11707).  David R. Seligman, Esq.,
and Ryan Blaine Bennett, Esq., at Kirkland & Ellis LLP in Chicago
serve as lead bankruptcy counsel.  Domenic E. Pacitti, Esq., and
Margaret M. Manning, Esq., at Klehr Harrison Harvey Branzburg LLP
in Wilmington, Del., serve as the Debtor's local counsel.  Kinetic
Advisors LLC is the Company's  restructuring advisor.  Epiq
Bankruptcy Solutions, LLC, is the Debtor's notice, claims and
balloting agent.  The Debtor disclosed $140,678,983 in assets and
$125,595,183 in liabilities as of the Petition Date.

The Debtor's affiliate, Prize Petroleum LLC, filed a separate
Chapter 11 petition on May 25, 2010 (Case No. 10-11708).  Prize
Petroleum scheduled $121,945,092 in liabilities.


NORTHFIELD INVESTMENTS: Case Summary & Creditors List
-----------------------------------------------------
Debtor: Northfield Investments, Inc.
          fka Regional Property Development Corp
              Property Asset Development Corp
              North Regional I LLC
              North Regional II LLC
        601 Eagleton Downs Drive
        Pineville, NC 28134

Bankruptcy Case No.: 10-33044

Chapter 11 Petition Date: October 18, 2010

Court: U.S. Bankruptcy Court
       Western District of North Carolina (Charlotte)

Judge: George R. Hodges

Debtor's Counsel: Richard M. Mitchell, Esq.
                  MITCHELL & CULP, PLLC
                  1001 Morehead Square Drive, Suite 330
                  Charlotte, NC 28203
                  Tel: (704) 333-0630
                  Fax: (704) 333-4975
                  E-mail: rmmatty@mitchellculp.com

Scheduled Assets: $10,801,094

Scheduled Debts: $13,071,273

The petition was signed by Lawrence J. Shaheen, Sr., president.

Debtor's List of 16 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Wagner, Noble and Company, Inc.    Accounting             $109,301
5970 Fairview Road, Suite 402
Charlotte, NC 28210

Bland & Richter, LLC               Attorneys              $103,792
P.O. Box 72
Columbia, SC 29202

Bishop, Capitano & Abner, PA       --                      $19,497
4521 Sharon Road, Suite 350
Charlotte, NC 28211

Bank of America                    --                      $13,400

Cranford, Schultze, Tomchin        Attorney                 $6,961

Wells Daisley Rabon, PA            Attorney                 $5,945

GMAC                               Trade                    $4,607

NC Dept. of Revenue                Taxes                    $3,258

Southscape Landscaping             Trade                    $2,981

Humphrey & Partners Architects     Architects               $1,500

Grier, Furr & Crisp                Attorneys                $1,375

Wishart, Norris, Henninger &       Attorneys                $1,193
Pittman

Automatic Sprinkler Inspections    Trade                    $1,100

SC Dept. Revenue                   Taxes                      $555

Allied Waste                       Trade                      $390

Templeton & Raynor, PA             Attorneys                  $272


NOVELOS THERAPEUTIC: Stockholders OKs 200% Increase in Shares
-------------------------------------------------------------
Novelos Therapeutic Inc. held on Oct. 18, 2010, a special meeting
of stockholders.  At the meeting, the Company's stockholders
approved an amendment to the certificate of incorporation to
increase the total number of authorized shares of the Company's
common stock from 225 million shares to 750 million shares.

The Company said of 111,931,182 shares of common stock outstanding
and entitled to vote at the special meeting, 67,279,781 shares
were voted in favor of the proposal and 8,617,627 shares were
voted against the proposal, 30,293 shares abstained and there were
no broker non-votes.  "All 408.264045 shares of our Series E
convertible preferred stock outstanding and entitled to vote at
the special meeting were voted in favor of the proposal," the
Company notes.

The Company related that 83,300,087 shares of common stock and
shares of Series E convertible preferred stock, voting on an as-
converted basis, were voted together, as a single class, in favor
of the proposal; 8,612,627 shares were voted against the proposal;
30,293 shares abstained; and there were no broker non-votes.
Following the conclusion of the meeting an amendment to our
certificate of incorporation effecting the increase in authorized
common stock was filed with the Delaware Secretary of State.

Newton, Mass.-based Novelos Therapeutics, Inc. (OTC BB: NVLT)
-- http://www.novelos.com/-- is a biopharmaceutical company
developing oxidized glutathione-based compounds for the treatment
of cancer and hepatitis.

The Company's balance sheet as of June 30, 2010, showed
$3.5 million in total assets, $5.8 million in total liabilities,
$13.8 million in redeemable preferred stock, and a stockholders'
deficit of $16.1 million.

As reported in the Troubled Company Reporter on April 8, 2010,
Stowe & Degon LLC, in Westborough, Mass., expressed substantial
doubt about the Company's ability to continue as a going concern,
following its 2009 results.  The independent auditors noted of the
Company's continuing losses and stockholders' deficiency at
December 31, 2009.


NUTRACEA INC: Appoints FTI Consulting as Plan Agent
---------------------------------------------------
According to documents filed with the U.S. Bankruptcy Court, and
pursuant to Article V(6) of the First Amended Plan of
Reorganization proposed by NutraCea and its official unsecured
creditors' committee, the Company and its committee designated
Chas E. Harvick of FTI Consulting to serve as Plan agent,
BankruptcyData.com reports.

As Agent, Mr. Harvick will have the powers and duties set forth in
Article V(6) of the Plan: He will be authorized to utilize the
services of his subordinates at FTI Consulting in discharging his
duties, and he and his subordinates will be compensated by the
Company at their standard hourly rates and will be reimbursed for
reasonable out-of-pocket expenses.  Mr. Harvick's current hourly
rate is $540.

                          About NutraCea

Phoenix, Arizona-based NutraCea is a world leader in production
and utilization of stabilized rice bran.  NutraCea holds many
patents for stabilized rice bran production technology and
proprietary products derived from SRB.  NutraCea's proprietary
technology enables the creation of food and nutrition products to
be unlocked from rice bran, normally a waste by-product of
standard rice processing.

Nutracea filed for Chapter 11 bankruptcy protection November 10,
2009 (Bankr. D. Ariz. Case No. 09-28817).  S. Cary Forrester,
Esq., at Forrester & Worth, PLLC, assists the Company in its
restructuring effort.  The Company estimated assets of $50 million
to $100 million and debts of $10 million to $50 million in its
Chapter 11 petition.


OAK KNOLL: Case Summary & 10 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Oak Knoll Court, LLC
          dba The Maguire Company
        164 Oak Knoll Avenue
        San Anselmo, CA 94960

Bankruptcy Case No.: 10-14000

Chapter 11 Petition Date: October 18, 2010

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

Judge: Alan Jaroslovsky

Debtor's Counsel: Michael C. Fallon, Esq.
                  LAW OFFICES OF MICHAEL C. FALLON
                  100 E. Street, #219
                  Santa Rosa, CA 95404
                  Tel: (707) 546-6770
                  E-mail: mcfallon@fallonlaw.net

Scheduled Assets: $1,264,290

Scheduled Debts: $2,741,660

A list of the Company's 10 largest unsecured creditors filed
together with the petition is available for free at:

The petition was signed by Joseph Maguire, manager.


OLLY'S RETAIL: Parent to Launch Kids' Clothing Line, Web Site
-------------------------------------------------------------
Jacqueline Palank, writing for Dow Jones' Daily Bankruptcy Review,
reports that Oilily BV says it's bounced back from bankruptcy,
pointing to the debut of its new kids' clothing collection and its
plans to launch a retail Web site geared toward U.S. shoppers.

DBR also relates the company said it's now working on a women's
apparel collection, which has yet to debut, and will also develop
lifestyle products for the first time.

In light of the "high demand for Oilily products in the United
States," the company will launch a retail Web site for U.S.
customers next year, Oilily said in a press release, DBR notes.

Chicago, Illinois-based Olly's Retail U.S.A. is a women's and
children's specialty store chain known for its colorful clothing
and bright patterns.

Parent Oilily underwent insolvency proceedings in the Netherlands
in April 2009.  DBR says the Olsthoorn family -- which founded
Oilily in 1963 -- bought the brand back from the private-equity
firms that owned the company.

Olly's sought Chapter 11 protection (Bankr. S.D.N.Y. Case No.
09-13464) on May 28, 2009.  Olly's estimated assets of $1 million
to $10 million and debts of $10 million to $50 million.

At the time of its bankruptcy filing, the U.S. unit said in court
papers that it operated 25 Oilily retail stores in 16 states.
After Oilily whittled its store count down to 17 and launched
going-out-of-business sales, the bankruptcy case was dismissed
this year.


OMAR SPAHI: Reorganization Case Dismissed at Request of NCB
-----------------------------------------------------------
The Hon. Peter H. Carroll of the U.S. Bankruptcy Court for the
Central District of California dismissed the Chapter 11 case of
Omar Yehia Spahi.

NCB, FSB, asked the Court to dismiss, or alternatively, to convert
the case to one under Chapter 7 of the Bankruptcy Code.

Headquartered in Santa Monica, California, Omar Yehia Spahi filed
for Chapter 11 on December 4, 2009 (Bankr. C.D. Calif. Case No.
09-44294).  The Law Offices of Michael Jay Berger assisted the
Debtor in its restructuring effort.  The Debtor disclosed
$25,938,796 in assets and $19,471,263 in liabilities as of the
Petition Date.


ORANGE GROVE: Has Until December 30 to Propose Reorganization Plan
------------------------------------------------------------------
The Hon. Alan M. Ahart of the U.S. Bankruptcy Court for the
Central District of California extended Orange Grove Service,
Inc.'s deadlines for:

   -- filing a disclosure statement and plan of reorganization
      until December 30, 2010;

   -- the approval of the disclosure statement until February 28;
      and

   -- the confirmation of a plan of reorganization until April 30.

At the October 6 hearing, Judge Ahart denied the Debtor's motions
to extend its exclusivity period, and the deadline for objecting
to proofs of claims.

                    About Orange Grove Service

La Verne, California-based Orange Grove Service, Inc., filed for
Chapter 11 bankruptcy protection on March 25, 2010 (Bankr. C.D.
Calif. Case No. 10-21336).  Ori S. Blumenfeld, Esq., at Wilson &
Associates LLP, assists the Debtor in its restructuring effort.
The Company estimated its assets and debts at $10 million to
$50 million.


PACIFIC AVENUE: Bankruptcy Administrator Forms Creditors Committee
------------------------------------------------------------------
Linda W. Simpson, the U.S. Bankruptcy Administrator for the
Western District of North Carolina, appointed six members to the
official committee of unsecured creditors in the Chapter 11 case
of Pacific Avenue, LLC.

The Creditors Committee members are:

1. Epic Wings, LLC
   Attn: Peter Verhoeven
   20 Rum Row
   Hilton Head Island, SC 29928

2. Lockwood Identity Inc. dba SignArt
   Attn: Alan Capps
   6225 Old Concord Road
   Charlotte, NC 28213

3. Excel Electrical Technologies, Inc.
   Attn: Randy Sossamon
   7168 Weddington Road, Suite 124
   Concord, NC 28027

4. Cam-Ful Industries, Inc.
   Attn: Brian Rosencrance
   P.O. Box 279
   9800 Industrial Drive
   Pineville, NC 28134

5. Joseph W. Grier, III
   Grier, Furr & Crisp, PA
   101 N. Tryon Street, Suite 1240
   Charlotte, NC 28246

6. Internal Revenue Service
   320 Federal Place, Room 335
   Greensboro, NC 27401

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtor's
expense.  They may investigate the Debtor's business and financial
affairs.  Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.  Those
committees will also attempt to negotiate the terms of a
consensual Chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest.  If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee.  If the Committee concludes reorganization
of the Debtor is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

                         About Pacific Avenue

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 LUMBER: 5th Cir. Says Scopac Noteholders Have Admin. Claim
------------------------------------------------------------------
Holders of notes secured by the timber and non-timber assets of
Scotia Pacific Co., LLC, seek review of the district court's
dismissal of their appeal -- over compensation for diminution in
the value of collateral during the pendency of a Chapter 11
bankruptcy -- for lack of subject matter jurisdiction and contend
that the bankruptcy court erred in denying their "superpriority"
administrative claim on the bankruptcy estate.  Supporters of
Scopac's reorganization plan argue that the district court lacked
jurisdiction due to the Noteholders' separate appeal of the plan
confirmation order, an order affirmed by the U.S. Court of Appeals
for the Fifth Circuit, in large part, in 2009. See In re Pacific
Lumber Co.,584 F.3d 229 (5th Cir. 2009) (Jones, C.J.).  They
further assert that the bankruptcy court correctly calculated the
value of the Noteholders' administrative claim: zero.

The three-man panel of Chief Judge Edith H. Jones, Circuit Judge
Edward C. Prado, and District Judge Halil Suleyman Ozerden of the
Southern District of Mississippi, sitting by designation, rule
that jurisdiction exists and, on the merits, uphold an
administrative priority claim of $29.7 million.

Judge Jones, who penned the decision, says the bankruptcy court
undervalued the Noteholders' priority administrative Sec. 507(b)
claim by $29.7 million.  The court erred in not crediting their
interest with timber sales proceeds that were received during the
bankruptcy, on which they had a lien and priority interest arising
from the court's many cash collateral orders.  To deprive the
Noteholders of this amount would undermine a fundamental
protection for secured parties whose collateral is used by the
debtor during its reorganization efforts.  The judgment of the
district court is vacated, and the case is remanded with
instructions to enter judgment for the Noteholders for a $29.7
million administrative priority claim against the reorganized
debtor.

A copy of the Fifth Circuit's ruling dated October 19, 2010, is
available at http://is.gd/g9MXafrom Leagle.com

                       About Pacific Lumber

Based in Oakland, California, The Pacific Lumber Company and its
subsidiaries operated in several principal areas of the forest
products industry, including the growing and harvesting of redwood
and Douglas-fir timber, the milling of logs into lumber and the
manufacture of lumber into a variety of finished products.

Scotia Pacific Company LLC, Scotia Development LLC, Britt Lumber
Co., Inc., Salmon Creek LLC and Scotia Inn Inc. are wholly owned
subsidiaries of Pacific Lumber.

Scotia Pacific, Pacific Lumber's largest operating subsidiary, was
established in 1993, in conjunction with a securitization
transaction pursuant to which the vast majority of Pacific
Lumber's timberlands were transferred to Scotia Pacific, and
Scotia Pacific issued Timber Collateralized Notes secured by
substantially all of Scotia Pacific's assets, including the
timberlands.

Pacific Lumber, Scotia Pacific, and four other subsidiaries filed
for chapter 11 protection on Jan. 18, 2007 (Bankr. S.D. Tex. Case
Nos. 07-20027 through 07-20032). Jack L. Kinzie, Esq., at Baker
Botts LLP, is Pacific Lumber's lead counsel.  Nathaniel Peter
Holzer, Esq., Harlin C. Womble, Jr., Esq., and Shelby A. Jordan,
Esq., at Jordan Hyden Womble Culbreth & Holzer PC, is Pacific
Lumber's co-counsel.  Kathryn A. Coleman, Esq., and Eric J.
Fromme, Esq., at Gibson, Dunn & Crutcher LLP, acts as Scotia
Pacific's lead counsel.  Kyung S. Lee, Esq., at Diamond McCarthy
LLP, is Scotia Pacific's co-counsel, replacing Porter & Hedges
LLP.  John D. Fiero, Esq., at Pachulski Stang Ziehl & Jones LLP,
represents the Official Committee of Unsecured Creditors.

When Pacific Lumber filed for protection from its creditors, it
estimated assets and debts of more than $100 million.  Scotia
Pacific disclosed total assets of $932,000,000 and total debts
of $765,978,335.

The Debtors filed their Joint Plan of Reorganization on Sept. 30,
2007, which was amended on Dec. 20, 2007.  Four other parties-in-
interest have filed competing plans for the Debtors -- The Bank of
New York Trust Company, N.A., as Indenture Trustee for the Timber
Notes; the Official Committee of Unsecured Creditors; Marathon
Structured Finance Fund L.P, the Debtors' DIP Lender and Agent
under the DIP Credit Facility; and the Heartlands Commission,
which represents the tribal members of the Bear River Band of
Rohnerville Rancheria and PALCO employees.

On July 8, 2008, the Court confirmed the Modified First Amended
Joint Plan of Reorganization With Technical Modifications for the
Debtors proposed by Marathon Structured Finance Fund L.P.,
Mendocino Redwood Company, LLC, and the Official Committee of
Unsecured Creditors.

The Debtors emerged from bankruptcy protection on July 30, 2008.
The Reorganized Entities have been renamed as Humboldt Redwood
Co., under the management of Mendocino Redwood.


PARK AVENUE BANK: Okla. Regulator Sues Former Exec, Oppenheimer
---------------------------------------------------------------
David Benoit, writing for Dow Jones Newswires, reports that the
Office of Insurance Commissioner in Oklahoma on Tuesday sued the
chief executive of New York's Park Avenue Bank and Oppenheimer
Holdings Inc. over an attempt by the executive to save his then-
failing firm by buying an Oklahoma insurance company.  According
to the report, the OIC alleges Park Avenue and investment bank
Oppenheimer knowingly misrepresented the transaction to the
regulators in 2008.

According to Dow Jones, the suit alleges that Park Avenue and
Charles Antonucci, its owner and chief executive, agreed to buy
the assets of insurer Providence Holdings Inc. in October 2008 for
$37.5 million.  Mr. Antonucci changed the name of the assets to
Park Avenue Property & Casualty Insurance Co., which is currently
in liquidation proceedings in the court.  OIC serves as receiver
for the insurance firm.

Dow Jones says the suit alleges Providence and Oppenheimer knew,
or should have known, that Mr. Antonucci and his firm couldn't
have financed the purchase and instead were part of a deal that
allowed Mr. Antonucci to use the insurance company's own assets as
the collateral for a loan from Oppenheimer.

Dow Jones says a spokesman for Oppenheimer said the company hasn't
received the complaint but in an e-mailed statement said the bank
believed it acted "appropriately at all times and intends to
vigorously defend any claims."

"Oppenheimer wants to make clear that Oppenheimer in no way
conspired with Charles Antonucci or any other party in regards to
Providence Property & Casualty Co.," the statement read, according
to Dow Jones.

The suit was filed by Rhodes Hieronymus Jones Tucker & Gable in
Tulsa, on behalf of the insurance regulator.

The Troubled Company Reporter, citing The Associated Press, said
on October 13, 2010, that Mr. Antonucci, 59, entered the plea in
U.S. District Court to fraud, bank bribery, embezzlement and
conspiracy charges.  As part of the plea, Mr. Antonucci admitted
that he accepted bribes to influence his decisions as president
and chief executive officer of The Park Avenue Bank.  Mr.
Antonucci agreed to pay $11.2 million and forfeit various assets
to the government.  He resigned as the bank's president in 2009.

Park Avenue Bank was a lender with more than $500 million in
assets that specialized in commercial-real-estate loans.  The bank
failed in March 2010 after piling up more than $27 million in net
losses last year.  The Wall Street Journal, citing filings the
bank made with the Federal Deposit Insurance Corp., reported that
the bank's bad real-estate loans shrank its capital to just
$3.3 million at end of 2009, down 87% from two years earlier.

The bank's four branches were taken over by Valley National Bank.
Park Avenue Bank of New York isn't affiliated with Park Avenue
Bank in Georgia.


PEARLAND SUNRISE: City Nat'l Bank Suit Transferred to W.D. Tex.
---------------------------------------------------------------
The Hon. Letitia Z. Paul transferred the venue of adversary
proceeding, City National Bank v. Pearland Sunrise Lake Center,
L.P., et al., Adv. Proc. No. 10-11927 (Bankr. S.D. Tex.), to the
United States Bankruptcy Court for the Western District of Texas,
where PSLC and its affiliated-debtors' chapter 11 bankruptcy cases
are pending.  Judge Paul concludes that the issues of easy,
expeditious trial, and of having localized issues decided at home
weigh in favor of transfer.

The adversary proceeding relates to a prepetition suit the Debtors
and Park Avenue Townhomes LLC filed in the 23rd Judicial District
Court of Brazoria County, Texas, against an insurance carrier and
insurance agents on claims related to insurance coverage for
damage to their real property from Hurricane Ike.  CNB intervened,
asserting an entitlement to the insurance proceeds.  Frisch
Contracting Group, Inc., asserted a materialman's lien claim.
Cross Check Public Adjuster's Inc. also intervened, asserting a
right to a portion of the insurance proceeds based on contracts
with the plaintiffs.  Omnibank, N.A. also intervened, asserting an
entitlement to the insurance proceeds, on grounds of a deed of
trust. The suit was removed to the Southern District of Texas
bankruptcy court.

CNB filed a motion to transfer venue of the PSLC Chapter 11 case
to the Southern District of Texas.  That motion was denied.

A copy of Judge Paul's memorandum opinion dated October 19, 2010,
is available at http://is.gd/g9JQRfrom Leagle.com

Based in Marble Falls, Texas, Southeast Regency Medical Center,
LP, Pearland Sunrise Lake Village II, LP, Pearland Sunrise Lake
Village I, LP, and Pearland Sunrise Lake Center, LP, filed
voluntary Chapter 11 bankruptcy petitions (Bankr. W.D. Tex. Case
No. 10-11926) on July 9, 2010.  Pearland Corners II, LP, filed a
voluntary Chapter 11 petition on September 3, 2010.  Frank B.
Lyon, Esq., in Austin, Texas, assists the Debtors in their
restructuring efforts.  Pearland Sunrise Lake Village I and
Pearland Sunrise Lake Village II estimated $10 million to
$50 million in both assets and debts in their petitions.


PENNYRILE SENIOR: Case Summary & 8 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Pennyrile Senior Apartments, LP
        340 Royal Poinciana Way, Ste. 305
        Palm Beach, FL 33480

Bankruptcy Case No.: 10-53301

Chapter 11 Petition Date: October 19, 2010

Court: United States Bankruptcy Court
       Eastern District of Kentucky (Lexington)

Debtor's Counsel: Ellen Arvin Kennedy, Esq.
                  DINSMORE & SHOHL
                  250 West Main Street, Suite 1400
                  Lexington, KY 40507
                  Tel: (859) 425-1020
                  E-mail: dsbankruptcy@dinslaw.com

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

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

A list of the Company's eight largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/kyeb10-53301.pdf

The petition was signed by Cristie George, senior vice president
of sole member of the Debtor's general partner.


PETROLEUM & FRANCHISE: Hearing on Further Cash Use Set for Oct. 26
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Connecticut, in a
fourth preliminary order, authorized Petroleum & Franchise Capital
LLC, et al., to use until October 29, 2010, cash securing their
obligations to their prepetition lenders.

A final hearing on the Debtors' further use of the cash collateral
will be held on October 26 at 10:00 a.m. (ET).

As of the Petition Date, Autobahn Funding Company LLC and DZ Bank
AG Deutsche Zentral-Genossenschaftsbank, Frankfurt AS Main (the
Lender Parties) allege, among other things, a first priority
secured claim against all of Debtor PFF's assets, including PFF's
cash and accounts receivable.

Pursuant to an August 30, 2007 receivables loan and security
agreement by and among the Debtors and Autobahn Funding Company,
LLC (the Lender) and DZ Bank (the Agent), there is outstanding
principal balance of approximately $54 million under the various
loan agreements with the Lender and the Agent.  In June 2010, the
Agent declared a default and triggered increased amortization
under the various loan documents and ceased future funding of the
Debtors.

The Debtors will use the cash collateral to fund their Chapter 11
case, pay suppliers and other parties.

As adequate protection for any diminution in value of the lenders'
collateral, the Debtors will grant the prepetition lenders
replacement or substitute liens in all postpetition assets of the
Debtors and proceeds thereof, excluding any bankruptcy avoidance
causes of action, and that replacement liens will have the same
validity, extent, and priority that the Lender Parties possessed
as to said liens on the Petition Date.

             About Petroleum & Franchise Capital, LLC,

Danbury, Connecticut-based Petroleum & Franchise Capital, LLC,
filed for Chapter 11 bankruptcy protection on June 23, 2010
(Bankr. D. Conn. Case No. 10-51465).  Craig I. Lifland, Esq., and
James Berman, Esq., at Zeisler and Zeisler, assists the Company in
its restructuring effort.  The Company estimated its assets and
debts at $50 million to $100 million.

Petroleum & Franchise Funding, LLC, an affiliate of the Debtor, a
filed separate Chapter 11 petition on June 23, 2010 (Case No. 10-
51467).  The Company estimated its assets and debts at $50 million
to $100 million.


POTOMAC ENVIRONMENTAL: Case Summary & 20 Largest Unsec Creditors
----------------------------------------------------------------
Debtor: Potomac Environmental Technology, Inc.
          dba PEPTEC
        11684 Cedarline Court
        Ellicott City, MD 21042-1514

Bankruptcy Case No.: 10-33825

Chapter 11 Petition Date: October 18, 2010

Court: United States Bankruptcy Court
       District of Maryland (Baltimore)

Judge: Robert A. Gordon

Debtor's Counsel: Christopher Hamlin, Esq.
                  6411 Ivy Lane, Suite 200
                  Greenbelt, MD 20770
                  Tel: (301) 441-2420
                  E-mail: chamlin@mhlawyers.com

Estimated Assets: $0 to $50,000

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

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/mdb10-33825.pdf

The petition was signed by Wais Jalali, president.


PREFERRED PROPERTIES: Reorganization Case Converted to Chapter 7
----------------------------------------------------------------
The Hon. Michael S. McManus of the U.S. Bankruptcy Court for the
Eastern District of California converted the Chapter 11 case of
Preferred Properties, LLC, to one under Chapter 7 of the
Bankruptcy Code.

The Acting U.S. Trustee for Region 17 asked the Court to dismiss,
or, in the alternative, convert the case to Chapter 7.

Sutter Creek, California-based Preferred Properties, LLC, filed
for Chapter 11 bankruptcy protection on March 25, 2010 (Bankr.
E.D. Calif. Case No. 10-27515).  David Foyil, Esq., who has an
office in Sutter Creek, California, assisted the Debtor in its
restructuring effort.  The Debtor disclosed $15,466,797 in assets
and $7,344,481 in liabilities.


PRIUM LAKEWOOD: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Prium Lakewood Buildings LLC
        820 A. Street, #300
        Tacoma, WA 98402

Bankruptcy Case No.: 10-48621

Chapter 11 Petition Date: October 19, 2010

Court: U.S. Bankruptcy Court
       Western District of Washington (Tacoma)

Judge: Paul B. Snyder

Debtor's Counsel: Timothy W. Dore, Esq.
                  RYAN SWANSON & CLEVELAND PLLC
                  1201 3rd Avenue, Suite 3400
                  Seattle, WA 98101-3034
                  Tel: (206) 464-4224
                  E-mail: dore@ryanlaw.com

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

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

The petition was signed by Thomas W. Price, member of Prium
Companies, LLC, sole member of debtor.

Debtor-affiliates filing separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Chelsea Heights LLC                   10-44959            06/18/10
Prium Kent Retail LLC                 10-45715            07/14/10
Prium Meeker Mall LLC                 10-45713            07/14/10
Prium Tumwater Buildings LLC          10-44962            06/18/10

Debtor's List of 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
New Dimension Landscape            --                      $13,740
8504 Canyon Road E
Puyallup, WA 98371

First Western Properties           --                      $11,161
6402 Tacoma Mall Boulevard
Tacoma, WA 98409

Cain's Pressure Washing            --                       $8,525
P.O. Box 1270
Maple Valley, WA 980380

Pierce County Security             --                       $6,300

Smith Fire Systems                 --                       $5,812

Silvaire Lighting                  --                       $3,070

ABM Janitorial Service             --                       $2,978

McKinstry                          --                       $2,974

Pierce County Sewer                --                       $1,444

Lakewood Refuse Service            --                       $1,405

Whirlwind Services LLC             --                       $1,255

CB Richard Ellis                   --                       $1,200

Best Parking Lot Cleaning          --                         $492

Washington Alarm Inc.              --                         $407

Sprague                            --                         $399

Alarm Center - Ace Fire            --                         $102

Lakewood Water District            --                          $72

Boone Electric-Custom              --                          $70

Anthae360                          --                          $40

Reprographics Northwest            --                          $19


PT-1 COMMUNICATIONS: Claim Order Not "Entered Without a Contest"
----------------------------------------------------------------
WestLaw reports that a bankruptcy court's claim order reducing the
creditor's claim was not "entered without a contest," within the
meaning of F.R.B.P. 9024, and so any relief sought by the creditor
under the rule governing motions for relief from judgment or order
was required to have been sought within a year of entry of the
claim order.  The debtor had objected to the creditor's original
claim, thereby creating a disputed matter which, although
thereafter resolved, could not be held to have been entered
without a contest.  Universal Service Admin. Co. v. PT-1
Communications, Inc., --- B.R. ----, 2010 WL 3861016 (E.D.N.Y.)
(Ross., J.).

This ruling affirms In re PT-1 Communications, Inc., 412 B.R. 85,
2009 WL 2762631 (Bankr. E.D.N.Y.) (Craig, J.), covered in the
Sept. 28, 2009, edition of the Troubled Company Reporter.

PT-1 Communications, Inc., PT-1 Long Distance, Inc., and PT-1
Technologies, Inc., sought chapter 11 protection (Bankr. E.D.N.Y.
Case Nos. 01-12655, 01-12658, and 01-12660) on March 9, 2001.  The
Debtors filed their Second Amended Joint Plan of Reorganization
dated as of August 31, 2004, and the Bankruptcy Court confirmed
that plan on November 23, 2004.

Laurence May, Esq., and Greg Friedman, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, P.A., in New York, represent Edward P.
Bond, the Liquidating Trustee of the Liquidating Trust U/A/W PT-1
Communications, Inc., PT-1 Long Distance, Inc., and PT-1
Technologies, Inc.


RADIOSHACK CORP: Fitch Keeps Low-B Ratings, Gives Stable Outlook
----------------------------------------------------------------
Fitch Ratings has affirmed its ratings on RadioShack Corporation.
The Rating Outlook is Stable.  RadioShack had $680 million in debt
outstanding at June 30, 2010.

The affirmations reflect RadioShack's relatively steady operating
results as growth in its wireless business has offset soft sales
trends in many of the company's other business segments.  The
ratings further reflect the company's positive free cash flow
generation, gradual improvement in its credit metrics, and reduced
but still adequate liquidity following RadioShack's recent share
repurchase authorization increase to $500 million.  Longer-term
concerns relate to RadioShack's long-term ability to maintain
revenue and earnings growth given the technology cycle and highly
competitive operating environment and the company's shareholder-
friendly posture.

The growth in RadioShack's wireless revenues of 25% and 55% in
2009 and the first half of 2010, respectively, combined with the
change in the company's product mix to include more popular
products such as iPhones and iPhone accessories have enabled
revenues to remain relatively steady despite a challenging
economic environment and as digital converter box sales
anniversary (total revenues increased 1.2% and 4.3% in 2009 and
the first half of 2010).  The wireless segment, which accounts for
approximately 38% of 2009 total revenues, is expected to be the
company's key growth driver going forward.  This business has
benefited from the addition of a third carrier, T-Mobile, in
August 2009 and Fitch expects wireless carrier contracts will be
renewed as they expire.  In 2010 and 2011, total revenues are
expected to increase in the low single digit range based on
assumptions of low single-digit positive same store sales and
modest store growth (mainly kiosks in Target stores).

RadioShack's ongoing efforts to improve its inventory management
by offering more productive products, such as Apple products and
mobile accessories, and control costs, such as labor and rent
expenses, have helped expand EBIT margin by 130 basis points to 9%
in the last twelve months ending June 30, 2010, compared to 2008.
This, combined with $92 million of debt reduction, resulted in the
LTM total adjusted debt/EBITDAR decreasing to 4.0 times from 4.4x
in 2008 and LTM EBITDAR to interest plus rent increasing slightly
to 2.3x from 2.2x during the same time period.  Fitch expects
RadioShack's credit metrics to remain at current levels in 2010
and to improve further in 2011 based on assumptions of relatively
steady operating profit levels and a lower debt balance in 2011 as
the company repays the $307 million outstanding on the 7.375%
senior unsecured notes maturing in May 2011.  In addition, the
company should continue to generate positive free cash flow of
$100-$200 million in 2010 and 2011.

RadioShack had cash of approximately $631 million at June 30,
2010, pro forma for the $300 million accelerated share repurchase
agreements announced in August 2010.  In addition, the company had
$291 million available under its $325 million credit facility
expiring in May 2011, which Fitch expects will be renewed prior to
expiration.  While Fitch believes the company has adequate
liquidity to meet upcoming capital and debt service requirements,
such as the $307 million debt repayment and the expected
completion of the remaining $200 million in the share repurchase
authorization, its financial flexibility will be reduced
substantially.

Fitch remains concern about RadioShack's longer-term growth
prospects as the company faces the challenges of turning around
declining sales in non-wireless product platforms.  In the event
of an unexpected weakening in the company's operating performance
or free cash flow generation, the company's ratings could be
pressured.  In addition, the consumer electronics industry is
fiercely competitive.  RadioShack competes with national big-box
retailers and discounters as well as wireless carriers and other
new wireless distribution channels.  These retailers offer a wide
selection of consumer electronics and wireless products.
Nonetheless, RadioShack's large store base of 4,469 company-owned
stores across the United States as of June 30, 2010, will continue
to provide a convenient shopping experience for customers.

Fitch has affirmed these ratings with a Stable Outlook:

  -- Long-term Issuer Default Rating at 'BB';
  -- Bank credit facility at 'BB';
  -- Senior unsecured notes at 'BB'.


RANDAZZO PROPERTIES: Case Summary & Largest Unsecured Creditor
--------------------------------------------------------------
Debtor: Randazzo Properties, LLC
        P.O. Box 515
        Fort Mill, SC 29716

Bankruptcy Case No.: 10-07500

Chapter 11 Petition Date: October 19, 2010

Court: United States Bankruptcy Court
       District of South Carolina (Spartanburg)

Judge: John E. Waites

Debtor's Counsel: Robert H. Cooper, Esq.
                  3523 Pelham Road, Suite B
                  Greenville, SC 29615
                  Tel: (864) 271-9911
                  E-mail: bknotice@thecooperlawfirm.com

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

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

The petition was signed by Barbara Jean Randazzo Oriani, managing
member.

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

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
York County Tax Collector          Property Taxes          $19,555
P.O. Box 116
York, SC 29745


RAUL VALDERRAMA: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Joint Debtors: Raul Fernando Valderrama
                 fdba A.C. Heating and Air Conditioning Service
               Rosa Emilia Valderrama
               998 Rosehedge Court
               Concord, CA 94521

Bankruptcy Case No.: 10-71976

Chapter 11 Petition Date: October 18, 2010

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

Judge: Roger L. Efremsky

Debtors' Counsel: Mark A. McLaughlin, Esq.
                  LAW OFFICES OF MCLAUGHLIN AND WILDMAN
                  3012 Lone Tree Way #300
                  Antioch, CA 94509
                  Tel: (925) 754-2622
                  E-mail: nmclaug226@sbcglobal.net

Scheduled Assets: $1,546,361

Scheduled Debts: $2,439,178

A list of the Joint Debtors' 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/canb10-71976.pdf


REALTY FINANCE: Chapter 7 Filing Among Options
----------------------------------------------
Realty Finance Corporation said in a statement that it is
evaluating options, including a liquidation under Chapter 7 of the
Bankruptcy Code.

In January this year, Realty Finance received from Beck Street
Capital a preliminary indication of interest in a transaction in
which Beck Street would assume control of the Company without any
payment to the Company's stockholders.  However, according to
Realty Finance, "The preliminary indication of interest did not
provide for any infusion of capital into the Company; provided for
a temporary deferral of newly proposed external management fees
that Beck Street proposed would be payable by the Company to Beck
Street; lacked a specific business plan; and provided that the
Company would issue warrants entitling Beck Street  to acquire an
unspecified number of shares of the Company's common stock for an
unspecified price."

Realty Finance continued, "As a result of several factors,
including but not limited to, the lack of capital commitment which
the Board of Directors of the Company thought would be necessary
to institute a growth plan and the absence of a specific business
plan, the Company chose not to pursue this proposal any further.
However, it indicated it would be willing to reconsider any future
proposal that would address the concerns raised by the Board of
Directors of the Company."

The Company said it has solicited, evaluated and engaged in
discussions with respect to a wide range of strategic alternatives
over the past three years.  It has investigated each proposal in
light of the circumstances surrounding the Company at the time,
and will continue to do so in the future in the event the Board
receives new or modified proposals.  The strategic alternatives
that the Board has received and investigated to date have either
been determined not to have been viable or lacked sufficient
information or credibility to enable the Board to make informed
decisions as to the merits of such alternatives or to proceed with
such action. Given the Company's current financial position, it is
not in the financial position to expend the cash or resources to
pursue proposals that are speculative.

The Board continues to explore various strategic options for the
Company.  There is no assurance, however, that any definitive
agreement for any such strategy's option will be reached. In
addition, the Company has been evaluating a liquidation of the
Company, including filing a Chapter 7 bankruptcy, and ultimately
may determine to wind down the affairs of its business and
distribute remaining cash, if any, to its stockholders due to,
among other things, the Company's inability to complete a
strategic transaction, the significant reduction in the value of
the Company's platform, the Company's inability to execute its
business plan, the Company's inability to obtain new capital, the
Company's lack of future sources of cash flow, the Company's
operating cash shortfalls, the Company's ability to operate as a
going concern, the numerous defaulted investments in the Company's
portfolio, the significant reduction of Company personnel and the
continuing volatility of real estate and real estate credit
markets.

The Company continues to focus on controlling operating expenses
while effectively managing its investments, including CDO I.
Despite the difficult commercial real estate environment and the
disappointing financial results, the Company remains committed to
maximizing stockholder value.

                     About Realty Finance

Realty Finance Corporation -- http://www.realtyfinancecorp.com
-- is a commercial real estate specialty finance company primarily
focused on managing a diversified portfolio of commercial real
estate-related loans and securities.


ROBINO-BAY COURT: Wants Until October 29 to File Schedules
----------------------------------------------------------
Robino-Bay Court Plaza, LLC and Robino-Bay Court Pad, LLC, ask the
U.S. Bankruptcy Court for the District  of Delaware to extend
their time to file their schedules of assets and liabilities and
statements of financial affairs until October 29, 2010.

The Debtors need more time to finalize their schedules.  The
Debtors commenced the task of gathering the necessary information
to prepare and finalize their schedules.

                   About Robino-Bay Court Plaza

Wilmington, Delaware-based Robino-Bay Court Plaza, LLC, filed for
Chapter 11 bankruptcy protection on July 28, 2010 (Bankr. D. Del.
Case No. 10-12376).  The Debtor is represented by John D.
McLaughlin, Jr., Esq., at Ciardi Ciardi & Astin.  The Debtor
estimated its assets and debts at $10 million to $50 million in
its Chapter 11 petition.

An affiliate, Robino-Bay Court Pad, LLC, filed a separate Chapter
11 petition on July 28, 2010 (Case No. 10-12377), estimating its
assets at $500,001 to $1 million and debts at $1 million to
$10 million as of the Petition Date.


ROCK & REPUBLIC: Has Until Oct. 21 to Justify Non-Disclosure
------------------------------------------------------------
The Hon. Sean H. Lane grants, in part, New Pacific Rodeo, LLC's
request to compel Rock & Republic Enterprises, Inc., to produce
documents, except those specifically reference an attorney as the
author on the privilege log or the supplemental log.  The Court
reserves its decision on those 28 documents for which an attorney
is identified as the author to permit R&R to submit any additional
information to justify non-disclosure by October 21, 2010, at 2:00
p.m. (Eastern standard time).  If the Court does not receive any
additional information by that date, the Court will grant the
Motion to Compel with respect to those documents as well.

New Pacific is the lessor of real property located at 319 North
Rodeo Drive in Beverly Hills, California. R&R is the sublessee of
the Premises.

On March 13, 2009, New Pacific filed a complaint against R&R,
among others, (Calif. Super. Ct., Los Angeles County, Case No. BC
409639), seeking, among other things, recovery of amounts due
under the lease.

Wendy S. Walker, Esq. -- wwalker@morganlewis.com -- at Morgan
Lewis & Bockius LLP, in New York, represents New Pacific Rodeo.

A copy of Judge Lane's memorandum of decision and order dated
October 19, 2010, is available at http://is.gd/g9KY0from
Leagle.com

                        About Rock & Republic

New York-based Rock & Republic Enterprises, Inc., is a wholesale
and retail apparel company specializing in an avant-garde and
distinctive line of clothing.  Originally started in 2002 by its
Chief Executive Officer, Michael Ball, primarily as an American
jeans company, the Debtors have expanded their lines to include
high fashion clothing for men, women and children as well as
shoes, cosmetics and accessories.  The Company's merchandise can
be found at most high end retail stores such as Nordstrom, Neiman
Marcus, Bergdorf Goodman, Bloomingdales, Lord & Taylor, Harvey
Nichols and Saks Fifth Avenue, as well as in small upscale
boutiques.

The Company filed for Chapter 11 bankruptcy protection on April 1,
2010 (Bankr. S.D.N.Y. Case No. 10-11728).  Alex Spizz, Esq., and
Arthur Goldstein, Esq., at Todtman, Nachamie, Spizz & Johns, P.C.,
assist the Company in its restructuring effort.  Manderson,
Schaefer & McKinlay, LLP, is the Company's special corporate
counsel.  The Company estimated $50 million to $100 million in
assets and $10 million to $50 million in liabilities.

The Company's affiliate, Triple R, Inc., filed a separate
Chapter 11 petition on April 1, 2010 (Bankr. S.D.N.Y. Case No.
10-11729).

The Court has extended the Debtors' exclusive period to propose a
Chapter 11 plan until November 15, 2010, and its exclusive period
to solicit acceptances of that plan until January 14, 2011.  Rock
& Republic has said it is in talks with a newly formed entity
called GR Acquisition LLC, which offered to purchase its assets
for at least $33 million.


ROMEO SANTORO: Case Summary & 6 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Romeo Santoro
        630 Brookside Drive
        Toms River, NJ 08753

Bankruptcy Case No.: 10-42198

Chapter 11 Petition Date: October 18, 2010

Court: U.S. Bankruptcy Court
       District of New Jersey (Trenton)

Judge: Raymond T. Lyons, Jr.

Debtor's Counsel: Bunce Atkinson, Esq.
                  ATKINSON & DEBARTOLO
                  2 Bridge Avenue, P.O. Box 8415
                  Building 2, 3rd Floor
                  Red Bank, NJ 07701
                  Tel: (732) 530-5300
                  E-mail: bunceatkinson@aol.com

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

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

A list of the Debtor's six largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/njb10-42198.pdf


ROPER BROTHER: Plan Confirmation Hearing Set for November 3
-----------------------------------------------------------
The Hon. Kevin Huennekens of the U.S. Bankruptcy Court for the
Eastern District of Virginia will convene a hearing on November 3,
2010, at 2:00 p.m., to consider confirmation of Roper Brothers
Lumber Company, Incorporated, et al.'s Plan of Liquidation.
Objections, if any, are due October 27.

The Debtors have liquidated substantially all of their assets
except for the Lake Margaret Property and certain Causes of
Action.

According to the Disclosure Statement, the Plan provides that on
the Effective Date, (1) each of the Debtors will be deemed
dissolved; (2) the members of the board of directors of each of
the Debtors aill be deemed to have resigned; (3) the Debtor will
fund an account to pay the Convenience Class Claims; and (4) all
remaining assets of the Debtors will be transferred to a
Liquidation Trust for the benefit of the Debtors' creditors.

                 Treatment of Claims and Interests

Class 2 - Wells Fargo Bank's Secured Claim will be paid in full
from the proceeds from the sale of property owned by the Debtors
on which Wells Fargo had a valid, enforceable lien.

Class 3 - Franklin Federal Savings and Loan Association of
Richmond's Secured Claim -- at the sole option of the Liquidation
Trustee, (a) the legal equitable and contractual rights of the
Holder of Allowed Class 3 Claims will be reinstated in full; (b)
will receive in full satisfaction, settlement, and release of, and
in exchange for, the Holder's Allowed Secured Claim, (c) other,
less favorable treatment as is agreed upon by the Debtors or the
Liquidation Trustee, as applicable, and the Holder of the claim.

Class 4 - Other secured claims -- at the sole option of the
Liquidation Trustee, will receive (a) cash in the amount of the
Allowed Secured Claim on the later of the Effective Date and the
date the Claim becomes an Allowed Claim, or as soon thereafter as
practicable; (b) the property of the estate which constitutes
collateral for the Allowed Secured Claim on the later of the
Effective Date and the date the claim becomes an Allowed Claim, or
as soon thereafter as practicable, or (c) other, less favorable
treatment as is agreed upon by the Debtors or the Liquidation
Trustee, as applicable, and the holder of the Claim

Class 5 - General unsecured creditors are projected to receive an
initial dividend of 1% to 5.5% on their Allowed Claim, with
additional distributions based upon the realizations of the
Liquidation Trust in liquidating certain trust assets, including
the Lake Margaret Property.  The estimated initial distribution is
$130,000 to $582,000.

Class 6 - Convenience Class Claims will be paid 20% of the Allowed
Claim on the later of the Effective Date and the date the Claim
becomes an Allowed Claim.

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

The Debtors are represented by:

     Roy M. Terry, Jr., Esq.
     John C. Smith, Esq.
     Elizabeth L. Gunn, Esq.
     DURRETTEBRADSHAW PLC
     1111 East Main Street, 16th Floor
     Richmond, VA 23219
     Tel: (804) 775-6900

               About Roper Brothers Lumber Company

Headquartered in Petersburg, Virginia Roper Brothers Lumber
Company, Incorporated, filed for Chapter 11 bankruptcy protection
on December 16, 2009 (Bankr. E.D. Va. Case No. 09-38215).
The Company disclosed $13,752,899 in assets and $16,658,187 in
liabilities.


SAGECREST FINANCIAL: Antietam Files for Chapter 11 in Connecticut
-----------------------------------------------------------------
Antietam Funding LLC sought Chapter 11 bankruptcy protection
(Bankr. D. Conn. 10-52523) on October 20.  Antietam Funding LLC
estimated assets of $50 million to $100 million and debts of
$100 million to $500 million.

Bloomberg News reports that Antietam said its primary asset is a
portfolio of life insurance investments.  "Their sole business is
to lend monies to finance payments of insurance premiums and, in
the event the borrowers fail to repay the loans, to foreclose on
and own the underlying policies," lawyers for Antietam wrote.

Antietam, a subsidiary of hedge fund SageCrest II LLC that filed
for bankruptcy in 2008, seeks to have its Chapter 11 jointly
administered with that of SageCrest.

                      About SageCrest II LLC

SageCrest II, LLC, is part of a group of funds that was formed to
address the financial needs of companies which, due to the
consolidation of the banking and specialty finance sectors, had
been shut off from traditional sources of capital.  SC II and its
affiliates conduct business chiefly through two lines of business:
structured finance and real estate investment and development.  In
their structured finance business, SC II and its units have made
loans to borrowers primarily in five areas: specialty finance;
life insurance-related products; corporate; mortgage and real
estate products; and specialty auto finance.  For real estate
investment and development, the debtors have made loans or
investments in the areas of hospitality, mixed use, multi-family,
and commercial.  SC II and its affiliates have typically provided
senior secured, asset-based loans and related products to small-
sized and medium-sized businesses that have a significant asset
base and are overlooked by many lenders in the mainstream capital
markets.  They have also provided junior or subordinated secured
financing.

Greenwich, Connecticut-based SageCrest Financial, LLC is managed
by Windmill Management LLC.  SageCrest and its affiliates provided
secured loans to small and midsized business, specializing in
life-insurance products, real estate finance and auto finance.

SageCrest Financial and SageCrest II LLC filed chapter 11
petitions on August 17, 2008 (Bankr. Conn. Case Nos. 08-50755 and
08-50754), and filings by SageCrest Holdings Limited (Bankr. D.
Conn. Case No. 08-50763) and SageCrest Dixon, Inc. (Bankr. D.
Conn. Case No. 08-50844), followed.

James Berman, Esq., at Zeisler and Zeisler P.C., represents the
Debtors in their restructuring efforts.   The Debtors estimate
their assets at $100 million to $500 million.

By orders dated August 27, 2008, and October 30, 2008, the court
approved the joint administration of SC II's case with that of
SageCrest Finance, LLC, SageCrest Holdings Limited, and SageCrest
Dixon, Inc., for administrative purposes.  On October 7, 2008, the
United States Trustee appointed a committee of equity security
holders, including in its membership defendants Topwater Exclusive
Fund III, LLC, and Wood Creek Multi-Asset Fund, LP.  The Equity
Committee is comprised of former investors in SC II with all
committee members claiming they redeemed their investments in that
debtor.  Asserting they are creditors -- and not equity holders --
of SC II, both Topwater and Wood Creek resigned from the Equity
Committee.


SELF STORAGE: Failure to File MORs, Cash Use Motion Cue Dismissal
-----------------------------------------------------------------
The Hon. Randall J. Newsome of the U.S. Bankruptcy Court for the
Northern District of California dismissed the Chapter 11 case of
Self Storage of Walnut Creek, LLC.

At a July 21, 2010 status conference, the Court ordered that a
plan and a disclosure statement be filed by August 20; that the
Debtor could not use cash collateral absent a consensual order or
an order granting a motion for use of cash collateral; and that
the Debtor was to timely file monthly operating reports; or the
case would be dismissed.  The Debtor filed a single document
composed as a plan but also purporting to be a disclosure
statement.  An order or motion for use of cash collateral is
not on file.  Monthly operating reports, past due for June and
July, are also not on file.

Walnut Creek, California-based Self Storage of Walnut Creek, LLC,
filed for Chapter 11 bankruptcy protection on June 7, 2010 (Bankr.
N.D. Calif. Case No. 10-46516).  Joel K. Belway, Esq., at Law
Offices of Joel K. Belway, assisted the Debtor in its
restructuring effort.  The Company disclosed $11,908,650 in assets
and $5,319,212 in liabilities as of the Petition Date.


SIFY TECHNOLOGIES: Gets NASDAQ Deficiency Letter on Late Filing
---------------------------------------------------------------
Sify Technologies Limited received a letter from the NASDAQ Stock
Market indicating that Sify was not in compliance with the
continued listing requirements under NASDAQ Listing Rule
5250(c)(1), due to Sify's failure to file on time, its Annual
Report on Form 20-F for the fiscal year ended March 31, 2010 with
the Securities and Exchange Commission.  The notification letter
from NASDAQ has no immediate effect on the listing or trading of
Sify's American Depositary Shares on the NASDAQ Global Market.

As previously reported on October 15, 2010, Sify was unable to
file audited financial statements for the fiscal year ended
March 31, 2010 at this time due to incomplete audit results from a
minority-owned venture.

Pursuant to the NASDAQ listing standards, Sify has 60 calendar
days, or until December 17, 2010, to submit a plan to NASDAQ to
regain compliance with the NASDAQ Listing Rules, and if NASDAQ
accepts Sify's plan of compliance, NASDAQ may grant an extension
of up to 180 calendar days from the due date of the Annual Report
on Form 20-F, or until April 18, 2011, to regain compliance with
the continued listing rules.  If NASDAQ determines that Sify's
plan is not sufficient to regain compliance, NASDAQ will send
written notice that Sify's American Depositary Shares will be
subject to delisting.  At that time, Sify may appeal the delisting
determination to a NASDAQ Hearings Panel.

                        About Sify Technologies

Sify is among the largest Managed Enterprise and Consumer Internet
Services companies in India, offering end-to-end solutions with a
comprehensive range of products delivered over a common telecom
data network infrastructure reaching more than 600 cities and
towns in India.


SOUTHWEST EQUITY: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Southwest Equity Partners, LLC
        9400 E. Mountain View
        Scottsdale, AZ 85258

Bankruptcy Case No.: 10-33509

Chapter 11 Petition Date: October 18, 2010

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

Judge: Sarah Sharer Curley

Debtor's Counsel: S. Matt Collins, Esq.
                  LAW OFFICES OF S. MATT COLLINS LLC
                  P.O. Box 7006
                  Chandler, AZ 85224
                  Tel: (480) 316-5769
                  Fax: (480) 963-3933
                  E-mail: smcollins101@qwest.net

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

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

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

The petition was signed by Clement Anderson, manager.


STEPHEN JEFFCO: Case Summary & 19 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Stephen Thomas Jeffco
          dba STJ Trust
          fdba Falls View Perennials
               Jeffco & Starbranch
               Jeffco, Starbranch & Soldati
        154 Garland Road
        Rye, NH 03870

Bankruptcy Case No.: 10-14460

Chapter 11 Petition Date: October 18, 2010

Court: U.S. Bankruptcy Court
       District of New Hampshire (Manchester)

Debtor's Counsel: Franklin C. Jones, Esq.
                  WENSLEY & JONES, PLLC
                  P.O. Box 1500
                  Rochester, NH 03866-1500
                  Tel: (603) 332-1234
                  E-mail: fjones@joneswensley.com

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

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

A list of the Debtor's 19 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/nhb10-14460.pdf


SYDNEY KING: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Sydney William King
        722 Sarabay Rd
        Osprey, FL 34229

Bankruptcy Case No.: 10-25009

Chapter 11 Petition Date: October 18, 2010

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

Judge: K. Rodney May

Debtor's Counsel: Richard J. McIntyre, Esq.
                  MCINTYRE, PANZARELLA, THANASIDES & ELEFF
                  6943 East Fowler Avenue
                  Temple Terrace, FL 33617
                  Tel: (813) 899-6059
                  Fax: (813) 899-6069
                  E-mail: rich@mcintyrefirm.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.


TAMARACK RESORT: Court Denies $2-Million DIP Loan Proposal
----------------------------------------------------------
The Hon. Terry L. Myers denied motions, both filed September 25,
2010, by Tamarack Resort, LLC, to incur $2 million in DIP
financing, and for the appointment of Links Realty Advisors, Inc.,
by and through Michael Fleischer, as Responsible Officer for the
Debtor effective as of September 24, 2010.

John Miller, writing for The Associated Press, reports that Judge
Terry said the Credit Suisse Group-led proposal didn't meet
federal law, was likely to default and had the potential to
further hurt those already owed millions by Tamarack after its
2008 collapsed.

Tamarack seeks to borrow from an unidentified group of "DIP
Lenders".  The DIP Motion indicates that "Candlewood Investment
Group or its affiliates" will fund at least 51% and possibly as
much as 100% of the amount.  Credit Suisse is the administrative
agent and collateral agent for the DIP Lenders.  No specific DIP
Lender appeared, nor testified, and Credit Suisse's long-standing
counsel in the bankruptcy appeared simultaneously for Credit
Suisse in its prepetition capacity and for the DIP Lenders.

The Responsible Officer Motion suggests that the Responsible
Officer will "act as the manager and governing body for the Debtor
in all respects, including to exercise any and all rights and
powers of the Members, the Directors, the Board of Directors, the
Chief Executive Officer, and all other Officers of the Debtor."

Objections to both Motions were raised and asserted by the United
States Trustee; the District; Wells Fargo Bank (as trustee in
connection with certain revenue bonds for a District LID); BAG
Property Holdings, LLC; Banner/Sabey II, LLC; Tri-State Electric,
Inc.; Scott Hedrick Construction; MHTN Architects, Inc.; EZA, P.C.
dba Oz Architecture; and Quality Tile Roofing, Inc.

The Motions and objections were addressed in an evidentiary
hearing held on October 12 and 13, 2010, and taken under
advisement.

In July 2010, Tamarack sought to employ CB Richard Ellis, a real
estate consulting and marketing firm, "to attempt to market its
resort as a going concern. Credit Suisse and the U.S. Trustee
objected to that request.  By agreement of those parties and
Tamarack, two hearing dates set in September were vacated and the
matter is set for a hearing on October 25.  CBRE's employment by
Tamarack remains unapproved.

Judge Myers holds that the Motions are not well taken and were
inadequately supported by their proponents.  The Court says it was
Tamarack's burden to establish the adequate protection to non-
Credit Suisse lienholders proposed to be primed, and it did not
meet that burden.  Even though DIP financing would have the
potential benefit of providing funds for winterization and for
casualty and liability insurance -- expenditures no one argued
were unreasonable -- and provided sums for a partial payment of
amounts owed the State of Idaho under its lease, Tamarack had to
show that the financing was properly structured, disclosed and
supported by evidence.  It did not.

"This is not about the desirability of a ski season at Tamarack in
2010.  Nor is it about what ultimate result (reorganization, sale,
or other) would best serve the area or its residents.  Nor is it
an invitation to dictate by judicial fiat a perceived better
approach to sale of the Resort and satisfaction of the competing
interests of all creditors and other parties," Judge Myers says.

"At bottom, it is a question of whether this specific financial
and management proposal, made by Tamarack and supported by Credit
Suisse, meets the standards that federal law imposes as a
condition of its granting."

Judge Myers also holds that the Responsible Officer would assume
and perform some, but not all, of Tamarack's DIP duties, which
would leave a vacuum in the chapter 11.  All creditors are
entitled to a DIP bound to the full performance and accountability
required by the Bankruptcy Code.  Exclusion of DIP duties, coupled
with the proposed indemnification, exposes the estate and its
creditors.

A copy of Judge Myers' October 19 memorandum of decision is
available at http://is.gd/gaIBRfrom Leagle.com.

The AP reports that Jean-Pierre Boespflug, the French-born
majority owner of the resort, said he's working with his lawyer to
craft a new proposal, possibly within a week.

                       About Tamarack Resort

Tamarack Resort LLC, a golf and ski resort in Valley County,
Idaho, was sent to Chapter 7 after creditors submitted an
involuntary petition (Bankr. D. Idaho Case No. 09-03911).  The
petitioning creditors include an affiliate of Bank of America
Corp. owed $4.7 million.

On April 9, 2010, Bankruptcy Judge Terry Myers signed an order
converting Tamarack Resort LLC's involuntary chapter 7 case to a
chapter 11 reorganization.

The project's 27.5% owner, VPG Investments Inc., filed for Chapter
11 reorganization in 2008, only to have the petition dismissed in
October 2008 at the request of the secured creditor, Credit
Suisse, Caymans Islands Branch.  VPG was controlled by Mexican
businessman Alfredo Miguel Afif.  Credit Suisse, the agent for the
secured lenders, characterized VPG's Chapter 11 case as "a classic
example of a bad faith filing" made "solely as a litigation
tactic" to stop foreclosure.


TAYLOR & BISHOP: Taps MCA Financial as Financial Advisor
--------------------------------------------------------
Taylor & Bishop, LLC, asks for authorization from the U.S.
Bankruptcy Court for the District of Arizona to employ MCA
Financial Group, Ltd., as financial advisor.

The Debtor needs assistance from MCA to prepare cash flow
projections, asset valuations, feasibility analyses, and related
analyses.

The hourly rates of MCA's personnel are:

         Morris C. Aaron                     $350
         Jeff Harris                         $350
         Tom Smith                           $225
         Director                            $225
         Managing Directors                $250-$295
         Senior Managing Director            $350
         Paraprofessional                     $75

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

Phoenix, Arizona-based Taylor & Bishop, LLC, was formed in 2007
solely for the purpose of owning and maintaining the real property
located at 1431 West Taylor Street, Chicago, Illinois, in order to
house the National Italian American Sports Hall of Fame.  From its
inception, Taylor & Bishop has operated much like a non-profit
company, its fundamental purpose being to pay tribute to Italian-
American athletes and raise money for scholarships and other
charitable causes.

Taylor & Bishop filed for Chapter 11 bankruptcy protection on
October 8, 2010 (Bankr. D. Ariz. Case No. 10-32563).  John R.
Clemency, Esq., at Gallagher & Kennedy PA, assists Taylor & Bishop
in its restructuring effort.  According to its schedules, Taylor &
Bishop disclosed $16,040,393 in total assets and $9,934,149 in
total liabilities at the Petition Date.


TAYLOR BEAN: BofA Sues FDIC Over Mortgage Losses
------------------------------------------------
Karen Gullo, writing for Bloomberg News, reports that Bank of
America Corp. sued the Federal Insurance Deposit Corp. (D. D.C.
case no. 10-01681) over $1.75 billion in investor losses stemming
from an alleged fraud by Taylor Bean & Whitaker Mortgage Corp.

Ms. Gullo reports that the FDIC has denied claims by BofA against
Colonial Bank and another financial institution in receivership
that bought fake mortgages from a Taylor Bean unit, Ocala Funding
LLC, according to a complaint filed Oct. 1 in federal court in
Washington.  BofA was the trustee for notes issued by Ocala
Funding, according to the complaint.

According to the report, BofA said Ocala financed Taylor Bean's
mortgages, issued debt and used the proceeds to buy the mortgages.
Ocala then sold the notes to pay off the debt or buy additional
mortgages, according to the compliant.  BofA alleged that from
2000 to 2009, Taylor Bean and Colonial Bank schemed to steal from
Taylor Bean's borrowing facilities to hide liquidity problems.

                 About The Colonial BancGroup

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

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

                          About Taylor Bean

Taylor, Bean & Whitaker Mortgage Corp. grew from a small Ocala-
based mortgage broker to become one of the largest mortgage
bankers in the United States.  In 2009, Taylor Bean was the
country's third largest direct-endorsement lender of FHA-insured
loans of the largest wholesale mortgage lenders and issuer of
mortgage backed securities.  It also managed a combined mortgage
servicing portfolio of approximately $80 billion.  The company
employed more that 2,000 people in offices located throughout the
United States.

Taylor Bean filed for Chapter 11 bankruptcy protection August 24
(Bankr. M.D. Fla. Case No. 09-07047).  Taylor Bean filed the
Chapter 11 petition three weeks after federal investigators
searched its offices.  The day following the search, the Federal
Housing Administration, Ginnie Mae and Freddie Mac prohibited the
company from issuing new mortgages and terminated servicing
rights.  Taylor Bean estimated more than $1 billion in both assets
and liabilities in its bankruptcy petition.

Edward J. Peterson, III, Esq., at Stichter, Riedel, Blain &
Prosser, PA, in Tampa, Florida, represents the Debtor.  Troutman
Sanders LLP is special counsel.  BMC Group, Inc., serves as claims
agent.


TAYLOR BEAN: Gissy Offers to Buy Jumbolair Note for $2 Million
--------------------------------------------------------------
Eric Morath, writing for Dow Jones' Daily Bankruptcy Review,
reports that Gissy Holdings II LLC has agreed to pay Taylor Bean &
Whitaker Mortgage Corp.'s bankruptcy estate $2 million for the
Jumbolair Inc. mortgage note and a minority ownership stake in the
development, pending bankruptcy court approval.

Mr. Morath relates that, according to court papers, Jumbolair has
failed to make payments on its $7.36 million mortgage since
January 2009.  The loan is secured by a lien on the runway and
other community property, but not land and homes owned by Mr.
Travolta and others.

Jumbolair is a Florida development near Ocala, Florida, where jet-
setting home owners, including actor John Travolta, can park
aircraft in their backyards.  The key feature of the Jumbolair
estates is that every lot has access to a taxiway that allows
homeowners to move their aircraft directly from their property to
the massive runway.

According to DBR, Mr. Travolta's attorney Michael J. McDermott,
Esq., said Wednesday efforts to foreclose on or sell the property
were stymied when lender Taylor Bean filed for bankruptcy
protection later in 2009.  Mr. McDermott said once the sale is
complete, the hope is that development will restart in the
partially finished community.

                          About Taylor Bean

Taylor, Bean & Whitaker Mortgage Corp. grew from a small Ocala-
based mortgage broker to become one of the largest mortgage
bankers in the United States.  In 2009, Taylor Bean was the
country's third largest direct-endorsement lender of FHA-insured
loans of the largest wholesale mortgage lenders and issuer of
mortgage backed securities.  It also managed a combined mortgage
servicing portfolio of approximately $80 billion.  The company
employed more that 2,000 people in offices located throughout the
United States.

Taylor Bean filed for Chapter 11 bankruptcy protection August 24
(Bankr. M.D. Fla. Case No. 09-07047).  Taylor Bean filed the
Chapter 11 petition three weeks after federal investigators
searched its offices.  The day following the search, the Federal
Housing Administration, Ginnie Mae and Freddie Mac prohibited the
company from issuing new mortgages and terminated servicing
rights.  Taylor Bean estimated more than $1 billion in both assets
and liabilities in its bankruptcy petition.

Edward J. Peterson, III, Esq., at Stichter, Riedel, Blain &
Prosser, PA, in Tampa, Florida, represents the Debtor.  Troutman
Sanders LLP is special counsel.  BMC Group, Inc., serves as claims
agent.


TF PUERTO RICO: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: TF Puerto Rico Corp.
        P.O. Box 1319
        Sabana Hoyos, PR 00688

Bankruptcy Case No.: 10-09771

Chapter 11 Petition Date: October 19, 2010

Court: U.S. Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Debtor's Counsel: Francisco R. Moya Huff, Esq.
                  250 Ponce De Leon Avenue
                  City Towers, 7th Floor
                  HATO REY, PR 00918
                  Tel: (787) 723-0714
                       (787) 724-2447
                  Fax: (787)-725-3685
                  E-mail: moyahuff55@prtc.net

Estimated Assets: $0 to $50,000

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

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/prb10-09771.pdf

The petition was signed by Jose Gabriel Cordero Jimienez,
president.


TIGRENT INC: Consultant Named Interim Chief Financial Officer
-------------------------------------------------------------
Charles F. Kuehne agreed on Oct. 14, 2010, to join Tigrent Inc. as
the Company's Interim Chief Financial Officer effective Oct. 19,
2010.

Prior to joining the Company, Mr. Kuehne served as an
independent financial consultant for two years, providing
executive-level financial management consulting services primarily
to manufacturing companies owned by private equity firms.  Between
1998 and 2008, he held various corporate controller, accounting,
auditing and financial reporting positions with Platinum Equity, a
private equity firm, and its portfolio companies, including
President and Chief Financial Officer of Data2Logistics, Vice
President of Transactions Support and Chief Financial Officer for
Acquisitions, and Chief Financial Officer of Milgo Solutions.  Mr.
Kuehne is a Certified Public Accountant and holds an M.B.A. from
Nova Southeastern University and a B.A. in Business Administration
from Ohio University.

Mr. Kuehne's employment will be at-will.  He will receive a salary
of $240,000 per year and will be eligible to participate in the
Company's benefits programs available to all of its executives,
including health insurance, life insurance, long term disability
insurance, and 401(k) retirement plan.

                        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.


TOMKINS PLC: Moody's Downgrades Ratings on Senior Notes to 'B2'
---------------------------------------------------------------
Moody's Investors Service lowered its ratings for the senior
unsecured notes of Tomkins plc and Tomkins Finance plc to B2 from
Baa3.  Tomkins was acquired in a leveraged transaction by Pinafore
Holdings BV (Corporate Family Rating of Ba3), and as part of that
transaction a tender offer was made to redeem the notes of
Tomkins.  Following completion of that tender offer, a meaningful
portion of the Tomkins notes remain outstanding.  The rating
downgrade recognizes that the remaining Tomkins notes rank junior
to the secured debt incurred to fund the leveraged acquisition.
In a related action, Tomkins' short-term rating was lowered to
non-prime from Prime-3.  This action concludes the review
initiated on July 28, 2010.  The ratings of Pinafore Holdings BV,
including the Corporate Family rating of Ba3, are unaffected by
this action.

As part of the acquisition of Tomkins, Pinafore launched a tender
offer for the GBP150MM of Tomkins plc notes due 2011 and the
GBP250MM of Tomkins Finance plc notes due 2015.  About GBP41MM of
the 2011 notes and GBP109 of the 2015 notes were tendered.
Pinafore is required under its new senior secured credit
facilities to launch a second tender for the Tomkins plc notes due
December 2011 within 90 days.  The rating downgrade results from
the junior priority which any stub pieces of Tomkins' debt will
hold in the capital structure of Pinafore.

Subsequent to this action, Moody's will withdraw all ratings of
Tomkins plc and Tomkins Finance plc.  Pinafore has indicated that
it will not provide guarantees for the portion of the notes that
remain outstanding and it is not expected that financial
statements for Tomkins will be available.  As such, in Moody's
opinion, there is insufficient information to continue to assess
effectively the creditworthiness of the Tomkins plc/Tomkins
Finance plc obligations.

These ratings were downgraded and will be withdrawn:

Issuer: Tomkins Finance PLC

  -- Senior Unsecured Regular Bond/Debenture, to B2 (LGD 6, 92%)
     from Baa3;

Issuer: Tomkins PLC

  -- Senior Unsecured Regular Bond/Debenture, to B2 (LGD 6, 92%)
     from Baa3;

  -- Senior Unsecured Medium-Term Note Program, to (P) B2 from (P)
     Baa3;

  -- Short-term rating, to Non-prime from (P) P-3;

Outlook Actions:

Issuer: Tomkins Finance PLC

  -- Outlook, Changed To Stable from Rating Under Review;

Issuer: Tomkins PLC

  -- Outlook, Changed To Stable from Rating Under Review

The last rating action was on July 28, 2010, when the Baa3 senior
unsecured and the Prime-3 short-term ratings for Tomkins plc /
Tomkins Finance plc were placed under review for possible
downgrade.

Pinafore Holdings BV is the parent holding company for the
operations of Tomkins plc.  Pinafore is a diversified global
engineering company focused on industrial and automotive-related
activities -- including power transmission, fluid power and fluid
systems -- accounting for 79% of sales as well as building
products accounting for 21% of sales.  In FY 2009, Tomkins
generated sales of US$4.2 billion and employed around 26,000
people in 158 production facilities.


TOUCH AMERICA: Milbank Settles Document Row
-------------------------------------------
Milbank Tweed Hadley & McCloy LLP has settled its appeal of a
bankruptcy order under which it would have had to turn over years'
worth of privileged documents from its work for the now-defunct
Montana Power Co, Bankruptcy Law360 reports.

Law360 says the firm and the trustee for the plan trust of Touch
America Holdings Inc. filed a stipulated order of dismissal
Monday.

                        About Touch America

Headquartered in Butte, Montana, Touch America Holdings, Inc.,
through its principal operating subsidiary, Touch America, Inc.,
develops, owns, and operates data transport and Internet services
to commercial customers.  The Company filed for chapter 11
protection on June 19, 2003 (Bankr. D. Del. Case No.
03-11915)

Maureen D. Luke, Esq. and Robert S. Brady, Esq. at Young Conaway
Stargatt & Taylor, LLP represent the Debtor.  In its schedules,
the Company disclosed $631,408,000 in total assets and
$554,200,000 in total debts.

The Court confirmed the Debtors' chapter 11 Plan on Oct. 6, 2004,
and the Plan took effect on Oct. 19, 2004.  According to a
regulatory filing with the Securities and Exchange Commission, the
minimum distribution to unsecured creditors of approximately 65%,
under the plan.  The Debtors ceased operations on Feb. 29, 2004.

Brent C. Williams is the Plan Trustee pursuant to the confirmed
Plan.  C. MacNeil Mitchell, Esq., at Winston & Strawn LLP and
Robert S. Brady, Esq., at Young Conaway Stargatt & Taylor LLP
represents the Plan Trustee.


TRENTON LAND: Has Until March 31 to Propose Chapter 11 Plan
-----------------------------------------------------------
The Hon. Thomas J. Tucker of the U.S. Bankruptcy Court for the
Eastern District of Michigan extended Trenton Land Holdings, LLC's
exclusive periods to file and solicit acceptances for the proposed
Chapter 11 Plan until March 31, 2011, and May 31, respectively.

Trenton, Michigan-based Trenton Land Holdings, LLC, filed for
Chapter 11 bankruptcy protection on June 29, 2010 (Bankr. E.D.
Mich. Case No. 10-60990).  Karin F. Avery, Esq., at Silverman &
Morris, P.L.L.C., assists the Debtor in its restructuring effort.
The Company disclosed $16,726,075 in assets and $65,925,596 in
liabilities.


TRIDIMENSION ENERGY: Agrees to Sell Assets to Sanchez Resources
---------------------------------------------------------------
TriDimension Energy, L.P. has entered into an agreement with an
affiliate of Sanchez Resources, LLC pursuant to which Sanchez will
purchase substantially all of the oil and gas assets of
TriDimension Energy and its subsidiaries in a sale pursuant to
Section 363 of the United States Bankruptcy Code.

As previously announced, TriDimension Energy, L.P. and seven of
its affiliated companies (Axis E&P, LP, Axis Onshore, LP, Axis
Marketing, LP, Ram Drilling, LP, TDE Property Holdings, LP, TDE
Operating GP LLC, and TDE Subsidiary GP LLC) (collectively, the
"Company") filed voluntary petitions for relief under Chapter 11
of the United States Bankruptcy Code in the United States
Bankruptcy Court for the Northern District of Texas, Dallas
Division, on May 21, 2010.

Sanchez agreed to a $28 million cash purchase price for the
Company's assets, subject to certain adjustments including for
title or environmental defects identified prior to the deadline
for submission of alternative transaction proposals  and customary
adjustments for the economic performance of the assets from
November 1, 2010 to Closing.  The closing of the transaction is
subject to customary conditions, including approval by the
Bankruptcy Court and consideration of alternative transactions
that may be submitted prior to a deadline to be approved by the
Bankruptcy Court.  Until the entry of the Bankruptcy Court order
approving the bid procedures pursuant to which proposals for an
alternative transaction involving TriDimension and its
subsidiaries may be submitted, TriDimension and its
representatives are restricted under the Sanchez agreement from
soliciting alternative transactions or engaging in discussions or
negotiations with potential interested parties.

Vinson & Elkins LLP is lead bankruptcy counsel to the Company, and
Ottinger Hebert, L.L.C. is special counsel to the Company.
Stephens Inc. acts as financial adviser to the Company in the
Chapter 11 reorganization and advised the Company on this
transaction.

                      About TriDimension Energy

TriDimension Energy, L.P., and its operating subsidiaries, TDE
Property Holdings, LP, Axis E&P, LP, Axis Onshore, LP, Axis
Marketing, LP, and Ram Drilling, LP, are engaged in the
acquisition, development, exploration, production, and sale of oil
and natural gas in Louisiana and Mississippi.  The Company leases
approximately 165,218 gross acres of oil and gas property, and
have proven reserves of approximately 5.1 million barrels of oil
based on fourth quarter 2009 data.  Tridimension Energy disclosed
$37,211,921 in assets and $45,389,239 in liabilities.

TriDimension Energy, L.P. and seven of its affiliated companies
filed for Chapter 11 on May 21, 2010 (Bankr. N.D. Tex. Case No.
10-33565).  The Company has retained Vinson & Elkins LLP as their
lead bankruptcy counsel, Ottinger Hebert, L.L.C. as their special
counsel, FTI Consulting, Inc. as their financial advisors, and
Stephens Inc. as their investment bankers.


ULTIMATE ESCAPES: Sends E-Mail to Members Regarding Oct 18 Auction
------------------------------------------------------------------
In a regulatory Form 8-K filing Tuesday, Ultimate Escapes, Inc.
disclosed that on October 19, 2010, it sent an e-mail to its
members regarding the results of an auction held on October 18,
2010.

The e-mail reads:

     Dear Ultimate Escapes Members,

     I am delighted to inform you of the results of
     yesterday's Auction.  Subject to the necessary
     approvals, the Company accepted bids for a number of
     assets, including a bulk bid that may allow members to
     vacation in most of the homes to which you are
     accustomed to travel.

     Details are being finalized and will be presented to the
     Court tomorrow at the sales hearing for approval.  Soon
     thereafter, we, together with the successful bidder for
     the bulk properties, will be in touch with you regarding
     proposed membership benefits and future plans.

     We believe this would be a very good result for members,
     and we look forward to being in touch soon.

     We thank you again for your support.  If you have
     questions, you may continue to submit questions via email
     to bankruptcy@ultimateescapes.com

     Thank you,

     Sheon Karol
     Chief Restructuring Officer

The Form 8-K filing gave no further details.

                   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: Accepts Offers for Number of Assets
-----------------------------------------------------
Sheon Karol, chief restructuring officer of Ultimate Escapes Inc.,
said the Company accepted bids for a number of assets, including a
bulk bid that may allow members to vacation in most of the homes
to which they are accustomed to travel.

According to the CRO, details are being finalized and will be
presented to the Court Oct. 22, 2010 at the sales hearing for
approval.  The Company together with the successful bidder for the
bulk properties will be in touch with the Company members
regarding proposed membership benefits and future plans.

Ms. Karol said, "We believe this would be a very good result for
members, and we look forward to being in touch soon.  We thank you
again for your support.  If you have questions, you may continue
to submit questions via email to bankruptcy@ultimateescapes.com "

                   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.


UNIVISION COMMUNICATIONS: Fitch Puts B+/RR3 Rating to $750MM Notes
------------------------------------------------------------------
Fitch Ratings has assigned a 'B+/RR3' rating to Univision
Communications' $750 million 10-year senior secured note offering.
Fitch currently has a 'B' Issuer Default Rating for Univision.
The Rating Outlook is Stable.

Fitch expects the proceeds of the issuance will be used to repay a
portion of the company's $7.45 billion term loan facilities due
September 2014, effectively extending $750 million of secured debt
by six years.  Successful completion of this offering and term
loan repayment are conditions of the company's current efforts to
amend and extend an additional $2.5 billion of the term loan to
March 2017, extend a portion of its $600 million revolving credit
facility to March 2016, and term out another portion of its RCF to
March 2017.  These extended maturity dates will revert to
Jan. 29, 2015, if there are more than $250 million of unsecured
2015 PIK notes outstanding on this date.  Fitch expects Univision
to use a majority of the $1.2 billion of cash proceeds received
from Grupo Televisa to repay a portion of the PIK notes.

Assuming the transactions close as contemplated, Fitch views them
as a positive for the credit, in that they will provide Univision
with a much larger cushion to strengthen its operating and credit
profile, with a longer and more staggered maturity schedule.
Nonetheless, Univision will still face over $4 billion of
maturities in 2014, which the company will be unable to handle
organically, given Fitch's expectations of approximately
$300 million of annual pro forma free cash flow.  Fitch expects
the company will eventually address these maturities with a
combination of bond issuance and free cash flow.  Fitch believes
that it is critical for the company to achieve Fitch's anticipated
operating momentum and credit profile improvement in order to
accomplish the refinancing.

Univision's 'B' IDR had previously incorporated Fitch's
expectations that the company would resolve the PLA overhang and
extend a portion of its 2014 maturities, positioning itself to be
able to repay and/or successfully refinance these obligations at
maturity.  Fitch believes that the private equity owners and the
secured lenders remain motivated to facilitate Univision's long-
term viability, as refinancing an improved operating and credit
profile will provide more value than bankruptcy/debt
restructuring.  Underpinning this position is Fitch's view that
the company will be able to delever to a range of 7 times-9x total
leverage or 5x-7x on a secured basis by the 2014 maturity.

The ratings incorporate Fitch's favorable outlook on the U.S.
Hispanic broadcasting industry, given expectations for continued
growth in size and spending power of the Hispanic demographic.
Univision benefits from a leading market position, with duopoly
television and radio stations in most of the top Hispanic markets,
and a national overlay of broadcast and cable networks.  Fitch
expects mid-single digit revenue growth (excluding largely pass-
through World Cup revenue) and low/mid-teens EBITDA growth in
2010, driven by an improvement in advertising revenue, growth in
high-margin retransmission fees, and the positive operating
leverage embedded in the broadcasting business.  Fitch's positive
view extends through the intermediate term, and as a result
Univision's capital structure is expected to improve over the next
several years.  That said, there is very little room at current
ratings for further operating challenges, cyclical or not, and
EBITDA growth below Fitch's expectations for a protracted period
would likely pressure ratings.

Fitch regards current liquidity as adequate, particularly in light
of minimal near-term maturities (mandatory annual term loan
amortization of $100 million-$200 million through 2013).  At
June 30, 2010 liquidity consisted of $207 million of cash and
$120 million available under the $300 million accounts receivable
(A/R) securitization facility, of which $45 million expires in
March 2012 and $255 million expires in December 2013.  Fitch
believes that amortization and cash interest expense will be
easily covered by internal cash generation.  Fitch expects the
company to return to cash pay on the PIK note stub subsequent to
the partial repayment with the Televisa proceeds.  Fitch expects
that going forward, annual free cash flow should approximate
$300 million, a significant improvement from recent years.  Higher
borrowing costs on the extended term loan and RCF will increase
cash interest expense; however the partial repayment of the PIK
notes and expected cash pay will be a partial offset in later
years.  Fitch anticipates that free cash flow will be used
primarily for debt reduction, including mandatory amortization
under the term loan as well as some potential discretionary
repayments.

Total debt of $10.4 billion at June 30, 2010, consisted primarily
of:

  -- $7 billion senior secured term loan facility due September
     2014;

  -- $450 million senior secured draw term loan due September
     2013;

  -- $594 million outstanding under the RCF, due March 2014;

  -- $512 million accreted value ($545 million face value) 12%
     senior secured notes due July 2014;

  -- $1.7 billion 9.75%/10.5% PIK senior unsecured notes March
     2015; and

  -- $180 million outstanding under the A/R securitization
     facility, due December 2013.

Univision's Recovery Ratings reflect Fitch's expectation that the
enterprise value of the company, and hence, recovery rates for its
creditors, will be maximized in a restructuring scenario (going
concern), rather than a liquidation.  Fitch employs a 7x
distressed enterprise value multiple reflecting the company's FCC
licenses in top U.S. markets.  Fitch stresses June 30, 2010 LTM
EBITDA by 10%, which is approximately the level at which the
company would be unable to cover its pro forma fixed charges.
Fitch estimates the adjusted distressed enterprise valuation in
restructuring to be approximately $4.9 billion.  The transaction
does not impact Recovery Ratings, as it is an extension of secured
debt.  The 'B+' rating for the secured facilities reflects Fitch's
expectations for recovery near the middle of the 51%-70% range
under a bankruptcy scenario.  The 'CCC' rating on the $1.7 billion
senior unsecured notes reflects Fitch's expectations for minimal
recovery prospects due to their position in the capital structure.
Fitch is not assigning a rating to the convertible debentures
issued to Televisa.  Assuming these debentures rank subordinate to
the senior unsecured notes they would also be expected to recover
0%.

Fitch's existing ratings for Univision are:

  -- Issuer Default Rating at 'B';
  -- Senior secured at 'B+/RR3';
  -- Senior unsecured at 'CCC/RR6'.


UNIVISION COMMUNICATIONS: S&P Puts 'B' Rating to $750 Mil. Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned New York City-based
Univision Communications Inc.'s offering of $750 million senior
secured notes due 2018 its issue-level rating of 'B' (at the same
level as S&P's expected corporate credit rating on the company
following the completion of the previously launched amend-and-
extend transaction).  S&P also assigned this debt a recovery
rating of '3', indicating its expectation of meaningful (50% to
70%) recovery for lenders in the event of a payment default.

The 'B-' corporate credit rating on Univision remains on
CreditWatch with positive implications.  Other existing ratings on
the company remain unchanged.

S&P expects the company will use proceeds of its $750 million of
7.875% senior secured notes due 2020, to pay down existing senior
secured term debt.  On Oct. 6, 2010, the company announced it was
seeking to extend a portion of its senior secured credit
facilities, which is contingent on the aforementioned notes
offering.  Under terms of the amend and extend, Univision is
seeking to extend $2.5 billion of its $7 billion term loan to
March 2017 from September 2014, and to push out the maturity of
its $600 million revolving credit facility to March 2016 from
March 2014.  In exchange for the extension, proposed pricing
increases by 175-200 basis points on both facilities.  In
addition, the amendment will allow for future extensions, as well
as the issuance of first-lien, second-lien, or unsecured debt
under certain conditions, to refinance senior credit facilities.

"Upon successful completion of the amendment and extension
transaction, S&P expects to raise its corporate credit rating on
Univision to 'B' with a stable outlook," says Standard & Poor's
credit analyst Michael Altberg.


VALENCE TECH: Berg & Berg Loans $2.5 Million at 3.5% Per Annum
--------------------------------------------------------------
Berg & Berg Enterprises LLC said it had loaned $2,500,000 to
Valence Technology Inc.  In connection with the loan, the Company
executed a promissory note in favor of Berg & Berg.  The
Promissory Note is payable on February 15, 2011 and bears interest
at a rate of 3.5% per annum.

On July 27, 2010, the Company's Board of Directors authorized the
Company to engage in financing transactions with Berg & Berg, Carl
E. Berg, or their affiliates from time to time in an aggregate
amount of up to $10,000,000, if, and when needed by the Company,
and as may be mutually agreed.  The above transaction was made
pursuant to this authorization and following such transaction, the
full $10,000,000 has now been utilized under this authorization.

The managing member of Berg & Berg is Carl E. Berg, who is the
Chairman of the Company's Board of Directors and the principal
stockholder of the Company.

                     About Valence Technology

Austin, Texas-based Valence Technology, Inc. (NASDAQ: VLNC) --
http://www.valence.com/-- is a global leader in the development
of safe, long-life lithium iron magnesium phosphate energy storage
solutions and provides the enabling technology behind some of the
world's most innovative and environmentally friendly applications.
Valence Technology has its Research & Development Center in
Nevada, its Europe/Asia Pacific Sales office in Northern Ireland
and global fulfillment centers in North America and Europe.

The Company's balance sheet at June 30, 2010, showed
$22.75 million in total assets, $94.51 million in total
liabilities, and a stockholders' deficit of $80.37 million.

PMB Helin Donovan LLP expressed substantial doubt about Valence
Technology Inc.'s ability as a going concern following the
Company's fiscal 2010 results.  The Company has incurred operating
losses each year since its inception in 1989 and had an
accumulated deficit of $581 million as of March 31, 2010.  For the
fiscal years ended March 31, 2010, 2009, and 2008 the Company
sustained net losses available to common stockholders of
$23.2 million, $21.4 million, and $19.6 million, respectively.


VANESSA WHITE: Case Summary & Largest Unsecured Creditor
--------------------------------------------------------
Debtor: Vanessa Redding White
          aka Vanessa Redding
        269 South Mansfield Avenue
        Los Angeles, CA 90036

Bankruptcy Case No.: 10-54721

Chapter 11 Petition Date: October 18, 2010

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

Judge: Thomas B. Donovan

Debtor's Counsel: Michael J. Jaurigue, Esq.
                  JAURIGUE LAW GROUP
                  411 N. Central Avenue, Suite 310
                  Glendale, CA 91203
                  Tel: (818) 432-3220
                  E-mail: michael@jauriguelaw.com

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

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

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

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Wachovia                           269 South Mansfield    $261,236
794 Davis Court                    Avenue, Los
San Leandro, CA 94577              Angeles, CA 90036


VE&E-NEVADA, LLC: Case Summary & 12 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: VE&E-Nevada, LLC
        560 Winchester Boulevard, Suite 500
        San Jose, CA 95128

Bankruptcy Case No.: 10-60843

Chapter 11 Petition Date: October 19, 2010

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

Judge: Arthur S. Weissbrodt

Debtor's Counsel: Shawn R. Parr, Esq.
                  PARR LAW GROUP, PC
                  1625 The Alameda, #101
                  San Jose, CA 95125
                  Tel: (408) 267-4500
                  E-mail: shawn@parrlawgroup.com

Scheduled Assets: $7,990,050

Scheduled Debts: $3,876,936

A list of the Company's 12 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/canb10-60843.pdf

The petition was signed by Vladimir Rivkin, managing member.


VERTAFORE INC: Moody's Assigns 'Caa1' Rating to $260 Mil. Loan
--------------------------------------------------------------
Moody's Investors Service assigned a Caa1 rating to Vertafore,
Inc.'s proposed $260 million senior secured 2nd Lien term loan.
Proceeds from the $260 million senior secured 2nd Lien term loan
will be used to refinance the $240 million senior unsecured term
loan provided by TPG Capital and to pay fees, accrued interest and
expenses.  The Caa1 rating reflects the loan's junior ranking
within the capital structure and second lien security on the
company's assets.

On July 8, 2010, Moody's assigned a first-time corporate family
and probability of default ratings of B2 to Vertafore, Inc.
Concurrently, Moody's assigned B1 ratings to the company's
$75 million Senior Secured Revolving Credit Facility due 2015 and
$550 million Senior Secured Term Loan due 2016.  The rating
outlook is stable.  The facilities were used in TPG Capital's
purchase of the company from Hellman & Friedman and its co-
investor JMI Equity for a total consideration of $1.4 billion,
which closed on July 29, 2010.

                        Ratings Rationale

The B2 CFR reflects Vertafore's high initial pro-forma leverage of
about 7x (Moody's adjusted debt to EBITDA following the close of
the transaction) and the company's relatively small scale and
concentrated business profile as a niche provider of software
services for the property and casualty insurance industry (e.g.,
enterprise resource planning services for retail agents and
document/workflow management solutions for P&C carriers).

At the same time, the B2 rating is supported by the company's
leading market position (as one of two primary software providers
in the P&C space), its recurring revenue base driven by a
subscription hosting model and high levels of maintenance
renewals, and solid operating performance through economic cycles
in a business requiring minimal capital investment.  Vertafore's
customer base is stable and would incur significant switching
costs to change software providers given the need for agencies and
carriers to maintain an insurance distribution channel that
facilitates the timely flow of information and transactions
without disruption.

The stable outlook reflects Moody's expectation that Vertafore
will continue to maintain its solid market position and generate
consistent levels of operating profits and cash flows.  Moody's
expects the company to reduce leverage to about 6 times (adjusted
debt to EBITDA) over the outlook period of 12 to 18 months.

These first-time ratings/assessments were assigned:

* $260 million Senior Secured 2nd Lien Term Loan due 2017 -- Caa1
  (LGD-5, 87%)

These ratings remain unchanged/assessments revised:

* Corporate Family Rating -- B2

* Probability of Default Rating -- B2

* $550 Million Senior Secured Term Loan due 2016 -- B1 (LGD-3, 34%
  from 35%)

* $75 Million Senior Secured Revolving Credit Facility due 2015 --
  B1 (LGD3 -- 34% from 35%)

Headquartered in Bothell, Washington, Vertafore, Inc., with annual
revenues of about $300 million, is a provider of software
solutions to the P&C insurance industry.


VERTAFORE INC: S&P Affirms 'B' Corporate Credit Rating
------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B'
corporate credit rating on Bothell, Wash.-based Vertafore Inc.
The outlook is stable.

The issue-level and recovery ratings on the existing rated first-
lien debt remain unchanged as well, as they have first-priority
status over the proposed second-lien issue and its valuation of
the company has not changed since its July analysis.

At the same, S&P assigned a preliminary 'CCC+' issue-level rating
and preliminary '6' recovery rating to Vertafore's proposed
$260 million second-lien term loan due 2017.  The preliminary '6'
recovery rating indicates its expectations for negligible (0%-10%)
recovery for lenders in the event of a payment default.  The
company intends to use the proceeds from the new term loan to
refinance its existing unrated $240 unsecured loan provided by TPG
capital in conjunction with their purchase of the company in July.

"S&P affirmed Vertafore's corporate credit rating in conjunction
with the announcement of the refinancing of its unsecured loan, as
the minor incremental debt does not materially affect leverage or
cash flow," said Standard & Poor's credit analyst Alfred
Bonfantini, "and its view of the company's business position and
operational outlook has not changed."  The company remains highly
leveraged, and while it has a defensible niche market position,
healthy operating margins, and high recurring revenue base, S&P
believes that a narrow addressable market and overall market
position limit the rating.  S&P expects the company will gradually
reduce its high leverage primarily through EBITDA growth, as it
modestly grows revenues and slightly improves gross margin.


VITESSE SEMICONDUCTOR: To Hold Annual Meeting on January 19
-----------------------------------------------------------
Vitesse Semiconductor Corporation said it plans to hold its Annual
Meeting of Stockholders on January 19, 2011.  The timing of the
Company's prior annual meeting of stockholders held in May 2010,
its first annual meeting held since 2006, departed from its
historical practice of holding annual meetings during the first
calendar quarter of each year.  "We are returning to this practice
in 2011 and, as a result, are informing our stockholders of the
following deadlines for stockholder proposals," the Company said.

                          About Vitesse

Based in Camarillo, California, Vitesse Semiconductor Corporation
(Pink Sheets: VTSS.PK) -- http://www.vitesse.com/-- designs,
develops and markets a diverse portfolio of semiconductor
solutions for Carrier and Enterprise networks worldwide.

The Company's balance sheet at June 30, 2010, showed $94.02
million in total assets, $130.49 million in total liabilities, and
a $36.46 million stockholder's deficit.

In October 2009, Vitesse completed a debt restructuring
transaction that resulted in the conversion of 96.7% of the
Company's 2024 Debentures into a combination of cash, common
stock, Series B Preferred Stock and 2014 Debentures.  With respect
to the remaining 3.3% of the 2024 Debentures, Vitesse settled its
obligations in cash.  Additionally, Vitesse repaid $5.0 million of
its $30.0 million Senior Term Loan, the terms of which were
amended as part of the debt restructuring transactions.


WASHINGTON TIMES: Faces Involuntary Bankruptcy Petition
-------------------------------------------------------
A lawyer, who was fired as an officer of an affiliate of
Washington Times LLC, filed an involuntary chapter 11 bankruptcy
petition (Bankr. D. D.C. Case No. 10-01041) against the newspaper
publisher.  Richard A. Steinbronn, who signed the involuntary
petition, said Washington Times LLC owes Washington Times Aviation
LLC and a related entity $2 million.

Steven Church and Dawn McCarty at Bloomberg News report that an
involuntary-bankruptcy petition can be used by creditors to force
a company into bankruptcy to collect debts.  The company has 21
days from the time it is notified of the petition to answer the
creditor claims. It can either accept the bankruptcy case or try
to have it thrown out.

Bloomberg reports Mr. Steinbronn "was wrongfully terminated from
various positions in early 2009," according to the bankruptcy
filing.  The petition includes promissory notes purporting to show
intercompany loans among affiliates of the Washington Times.

Bloomberg relates that the Washington Times' average daily
circulation fell 17% to 67,148 in the six months through September
2009, the most recent data available from the Audit Bureau of
Circulations.  That compares with declines of 6.4% at the
Washington Post in the period, and 11% industrywide.


WASHINGTON TIMES: Involuntary Chapter 11 Case Summary
-----------------------------------------------------
Alleged Debtor: The Washington Times LLC
                  aka The Washington Times
                      washingtontimes.com
                      Washington Times National Weekly Edition
                      News World Communications, Inc.
                      News World Communications
                3600 New York Avenue, N.E.
                Washington, DC 20002

Bankruptcy Case No.: 10-01041

Involuntary Chapter 11 Petition Date: October 21, 2010

Court: U.S. Bankruptcy Court
       District of Columbia (Washington, D.C.)

Creditors who signed the Chapter 11 petition:

    Petitioners                    Nature of Claim    Claim Amount
    -----------                    ---------------    ------------
Richard Steinbronn                 Legal Counsel              $390
13404 Hamer Court
Herndon, VA 20170

Washington Times Aviation LLC      Loan                   $500,000
13404 Hamer Court
Herndon, VA 20170

Washington Times Aviation USA LLC  Loan                 $1,500,000
13404 Hamer Court
Herndon, VA 20170


XODTEC LED: Posts $843,400 Net Loss in August 31 Quarter
--------------------------------------------------------
Xodtec LED, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $843,358 on $244,653 of revenue for the
three months ended August 31, 2010, compared with a net loss of
$320,519 on $259,727 of revenue for the same period ended
August 31, 2009.

The Company has an accumulated deficit of approximately
$5.9 million as of August 31, 2010.

The Company's balance sheet at August 31, 2010, showed
$1.7 million in total assets, $3.1 million in total liabilities,
and a stockholders' deficit of $1.4 million.

As reported in the Troubled Company Reporter on July 23, 2010,
Simon & Edward, LLP, in City of Industry, 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 February 28, 2010.  The independent auditors noted that the
Company has incurred significant operating losses, has serious
liquidity concerns and may require additional financing in the
foreseeable future.

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

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

                         About Xodtec LED

Headquartered in Jhonghe City, Taiwan, Xodtec LED, Inc. is a
Nevada corporation incorporated on November 29, 2006, under the
name Sparking Events, Inc.  On June 28, 2009, the Company's
corporate name was changed to "Xodtec Group USA, Inc." and on
May 17, 2010, the Company's corporate name was changed to "Xodtec
LED, Inc."

The Company, through its subsidiaries, is engaged in the design,
marketing and selling of advanced lighting solutions which are
designed to use less energy and have a longer life than
traditional incandescent, halogen, fluorescent light sources.  The
Company's wholly-owned subsidiaries, Xodtec Technology Co., Ltd.;
Targetek Technology Co., Ltd.; UP Technology Co., Ltd., are
organized under the laws of the Republic of China (Taiwan).  The
Company also owns a 35% interest in Radiant Sun Development S.A.,
a company organized under the laws of the Independent State of
Samoa.


* Former Greenberg Associate Admits to $500K Theft
--------------------------------------------------
Bankruptcy Law360 reports that a former Greenberg Traurig LLP
associate who specialized in bankruptcy and commercial foreclosure
pled guilty Wednesday to federal charges related to a scheme to
steal more than $500,000 from the firm.

Law360 says Michael Shaw was charged with one count of bank fraud
in the U.S. District Court for the Northern District of Georgia
and faces up to 30 years in prison.


* High-Yield Bond Defaults in U.S. Remain 'Well Below Average'
--------------------------------------------------------------
The high-yield bond defaults in the U.S. rose slightly in the
third quarter but continue to fall "well below average," according
to new data from Fitch Ratings, Dow Jones' DBR Small Cap reports.


* Neuberger's Distressed Debt Fund Raises $244MM in Share Sale
--------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that NB Distressed Debt
Investment Fund Ltd., a publicly traded investment vehicle of
privately held U.S. asset manager Neuberger Berman, on Monday said
it raised $244 million in a secondary share placing, more than
doubling its size.


* BOOK REVIEW: The Folklore Of Capitalism
-----------------------------------------
Author: Thurman W. Arnold
Publisher: Beard Books, Washington, D.C.
(reprint of 1937 book from Yale University Press). 400 pages.
$34.95 ISBN 1-58798-025-8.

The book picks up where Mr. Arnold's previous book "The Symbols of
Government" left off.  In the first few chapters of fourteen
altogether there is some reiteration to give the content grounding
before Arnold gradually moves into the new topics he wants to take
up in this work.  New examples are inserted with this reiterated
material.  First written in 1937 as the Depression was dragging
out with no end in sight, Arnold tries to identify -- almost to
fix -- the basics of capitalism and democratic government it is
intertwined with.  The style is intellectual and searching, though
not conflicted or yearning (as in romanticism).

Mr. Arnold knows the elements of democracy he wants to identify
and also commend.  But keen-minded and unfailingly realistic as he
is, Arnold knows the prolongation of the Depression has put the
capitalist system under strain so that questions about its
effectiveness and desirability are being raised and the appeal of
other economic and political systems is strong.  Thus Mr. Arnold
in his complex, intellectual, legalistic manner not only hones in
on the fundamental principles, processes, and institutions of
democracy, but also implicitly and occasionally explicitly shows
the unsuitability of the European ideologies of Marxism,
Communism, Fascism whose appeal was growing in America.

This global political struggle -- which came to a head with the
outbreak of World War II a few years after the book was published
-- has to be kept in mind as the backdrop for Mr. Arnold's
approach to reminding readers of democracy's strengths and
resources.  In the circumstances of the time, it could by no means
be taken as self-evident that democracy was a preferable form of
government.  Though Mr. Arnold with his acumen of human affairs
and human nature and both theoretical and practical knowledge of
political science is convinced that it is, he faces the challenge
of delicately, sympathetically, yet firmly and unmistakably
informing others that it is.  In doing this, he moves back and
forth between principles and ideals; actual and hypothetical
practical circumstances; human nature and requirements, interests,
and desires; and a paradigm of the concept of "individuality" and
general social needs.

The word "folklore" in the title denotes a body of persons
something like a state, but not as formal or historical a body as
this term suggests.  To contemporary readers, the "folklore" in
the title might suggest a book of entertaining anecdotes or yarns
about capitalism; something like the foibles or amusing
misunderstandings of capitalism.  But at the time, "folklore" had
a nationalistic and cultural, in some cases ethnological
suggestion to it. In Germany, for instance, "volk" was a concept
used by the Nazis in their rise to power.  The concept of the
"masses" was associated with Communism.  So Mr. Arnold is bringing
out how capitalism is embedded in the American public.  He's
trying to make readers more self-conscious of this so they will
not inattentively allow capitalism to be lost.

Arnold's book was written before today's major political,
economic, and cultural concerns of globalism, multiculturalism,
consumerism, immigration, etc., came about.  So he does not
address these explicitly.  Yet as his main interest is the
continuation of capitalism as this is proper to democratic
society, the subject matter is timeless.  Mr. Arnold writes a
guide to the recognition and preservation of the sources and
pillars of democracy in any time.


Before serving in Franklin Roosevelt's administration as the chief
trust buster, Thurman W. Arnold (1891-1969) from Wyoming was a
homesteader and sheep rancher in the still relatively undeveloped
West; and he was an artillery officer in France in World War I.
He was a founder of the Washington, D.C., law firm Arnold, Fortas,
and Porter.

                           *********

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

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

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

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

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

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

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

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

                           *********

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

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

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

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

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


                  *** End of Transmission ***