TCR_Public/101025.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Monday, October 25, 2010, Vol. 14, No. 296

                            Headlines

6611 SOUTHPOINT: Files for Chapter 11 in Jacksonville
AGL LIFE: S&P Raises Rating to 'BB', Gives Stable Outlook
ASIA SUPERMARKET: Voluntary Chapter 11 Case Summary
AXIS BANK: Moody's Assigns Ratings to Senior Unsecured Bonds
BANCA MONTE: Moody's Downgrades Preferred Stock Rating to Ba3

BERLIN & DENMAR: Embezzlement, Defection Cause Ch. 11 Collapse
BERNARD MADOFF: Judge Defers Ruling on Feeder Clients' Claims
BLOCKBUSTER INC: CEO, Icahn Manipulated Ch. 11 Filing, Says Sandhu
BLOCKBUSTER INC: Lyme Regis Wants Cooley Banned as Panel's Counsel
BLOCKBUSTER INC: Proposes to Hire Korn/Ferry for CEO Search

BLUE GEM: Posts $311,600 Net Loss in August 31 Quarter
CAREFREE WILLOWS: Case Summary & 20 Largest Unsecured Creditors
CCGI HOLDING: Moody's Upgrades Ratings on Senior Loan to 'B2'
CEK HOLDINGS: Voluntary Chapter 11 Case Summary
CHAMPIONS BIOTECHNOLOGY: Posts $591,000 Net Loss in July 31 Qtr.

CHRYSLER FINANCIAL: Moody's Upgrades Corp. Family Rating to 'Caa1'
CLEVIUS CURRY: Case Summary & 7 Largest Unsecured Creditors
CODESSA TERRELL: Case Summary & 7 Largest Unsecured Creditors
COLUMBIAN CHEMICALS: S&P Assigns 'BB-' Corporate Credit Rating
CONQUEST PETROLEUM: Posts $8.1 Million Net Loss in June 30 Quarter

CORNER HOME CARE: Drug Supplier Not a "Critical Vendor"
DANIEL M BADE: Case Summary & 10 Largest Unsecured Creditors
DELTA AIR: Fitch Gives Positive Outlook
DENMAN TIRE: PBGC Assumes Underfunded Pension Plan
DEVON ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors

DIGITAL BRIDGE: Involuntary Chapter 11 Case Summary
DONALD HAMILTON: Case Summary & 20 Largest Unsecured Creditors
DOUGLAS HOLDING: Case Summary & 11 Largest Unsecured Creditors
EMIVEST AEROSPACE: Files for Ch. 11, Has $4MM of Financing
ENCORIUM GROUP: Delisted by NASDAQ as Equity Under $2.5MM

EVRAZ INC: S&P Affirms & Withdraws B Long-Term Corp. Credit Rating
FEY 240: Hearing on Plan Outline Continued Until October 27
FLORAMO PARTNERS: Case Summary & 19 Largest Unsecured Creditors
FORD MOTOR: Moody's Reviews Ratings on Various Tranches
GENERAL MOTORS: Asbestos Panel Proposes EPIQ as Claims Agent

GENERAL MOTORS: New GM Amends Prospectus on IPO
GENERAL MOTORS: Old GM Wins Conditional Nod of Plan Outline
GENERAL MOTORS: Old GM Settles Environmental Claims for $773MM
GENERAL MOTORS: Committee Plea on Term Loan Litigation Denied
GENOA HEALTHCARE: Moody's Gives Stable Outlook, Puts 'Ba3' Rating

GEORGIA-PACIFIC LLC: S&P Raises Corporate Credit Rating From 'BB+'
GERMANTOWN SETTLEMENT: Withdraws Plan Amid Objections
GINA TCHIKOVANI: Voluntary Chapter 11 Case Summary
GLICK REALTY: Voluntary Chapter 11 Case Summary
GRACEWAY PHARMACEUTICALS: S&P Keeps Developing Watch on CC Rating

GREEN MOUNTAIN: Moody's Assigns 'Ba3' Corporate Family Rating
GREENFIELD SOUTH: S&P Withdraws 'BB-' Rating on Senior Loan
HARLEQUIN ENTERTAINMENT: Voluntary Chapter 11 Case Summary
HOST HOTELS: Fitch Assigns 'BB-' Rating to $500 Mil. Notes
IMAGE ENTERTAINMENT: June 30 Balance Sheet Upside-Down by $826,000

J RAY MCDERMOTT: S&P Withdraws 'BB' Corporate Credit Rating
JERRY COIL: Case Summary & 6 Largest Unsecured Creditors
JERRY TOPOLOS: Case Summary & 20 Largest Unsecured Creditors
JETBLUE AIRWAYS: Fitch Gives Positive Outlook
KAR AUCTION: Moody's Gives Positive Outlook, Affirms 'B2' Rating

KINETIC CONCEPTS: Patent Ruling Won't Affect Moody's 'Ba2' Rating
LERMA PATTUGALAN: Voluntary Chapter 11 Case Summary
LINCOLN HOLDINGS: S&P Puts 'B' Rating on CreditWatch Positive
LOGAN CIRCLE: Files for Chapter 11 Bankruptcy Protection
MARHABA PARTNERS: Plan Confirmation Hearing Resumes October 26

MARK IV: Cleanup Obligations Not Discharged Under Plan
MDC PARTNERS: S&P Raises Issue-Level Rating on Debt to 'BB-'
MEADOWCRAFT INC: Lenders Sue Samuel Blount et al. for Fraud
MICHAEL MENA: Voluntary Chapter 11 Case Summary
MILLENNIUM DEVELOPMENT: Owes $600,000 to Genesis Financial

MIN KANG: Case Summary & 15 Largest Unsecured Creditors
MOLECULAR INSIGHT: Gets Nov. 3 Waiver Extension from Bondholders
MORGAN-WIGHTMAN SUPPLY: Case Summary & Creditors List
MT3 PARTNERS: Case Summary & 20 Largest Unsecured Creditors
NATIONAL CONSOLIDATED: Case Summary & Largest Unsecured Creditor

NORTEL NETWORKS: Proposes L. Phillips as Mediator
NORTEL NETWORKS: Withdraws Plan to Probe Verizon
NORTEL NETWORKS: Proposes Demel Settlement Agreement
NORTEL NETWORKS: Wins Nod of Claims Settlement Protocol
PETRA FUND: Updated Case Summary & Creditors' Lists

PETROLEUM & FRANCHISE: Plans to Pay Creditors in Installments
POINT BLANK: Rosenbloom to Be Creditors' Board Observer
POINT PLEASANT: Voluntary Chapter 11 Case Summary
POWER EFFICIENCY: Board Names Raphael Diamond as Director
PREMIUM DEVELOPMENTS: IRS Wants Case Converted to Chapter 7

PREMIUM WELL: Voluntary Chapter 11 Case Summary
QUEENS PLAZA: Proofs of Claims Due Tomorrow
QWEST COMMS: To Redeem All 3.5% Conv. Senior Notes on November 18
RANDALL DARDENELLE: Case Summary & 6 Largest Unsecured Creditors
REDHAWK LANDING: Case Summary & Largest Unsecured Creditor

RICHARD PEACOCK: Case Summary & 15 Largest Unsecured Creditors
RURAL/METRO CORPORATION: Moody's Raises Corp. Family Rating to B1
SEDA FRANCE: Voluntary Chapter 11 Case Summary
SINCLAIR TELEVISION: Holders of 78% of Notes Agree to Buyback
SOUTH BAY: Sues San Diego County in Tax Dispute

SOUTHPLACE LLP: Voluntary Chapter 11 Case Summary
SPHERIS INC: Plan Paying 23% of Unsecured Creditors' Claims
STEPHANIE REAM: Case Summary & 3 Largest Unsecured Creditors
STONERIDGE INC: S&P Assigns 'B+' Rating to $175 Mil. Notes
SUNBELT CRANES: Case Summary & 20 Largest Unsecured Creditors

SUNCAL COMPANIES: Lehman Says Stay Won't Make Plan Confirmable
SUNSET VILLAGE: Meeting of Creditors Scheduled for Nov. 15
TACO DEL MAR: Franchise Brands to Pay $3.25MM for Business
TAMARACK RESORTS: Federal Judge Denies $2 Million Loan
TAYLOR BEAN: Wants to Sell Jumbolair Mortgage Note for $2 Million

TELECONNECT INC: Completes Acquisition of  Hollandsche Exploitatie
TERREL REID: Plan Confirmation Hearing Set for November 3
TERREL REID: Says Case Dismissal Means More Funds for Unsecureds
TERRESTAR NETWORKS: Proposes to Assume Restructuring Support Deal
TERRESTAR NETWORKS: Wins Interim Nod of $75MM DIP Financing

TERRESTAR NETWORKS: Access to Cash Collateral Approved on Interim
TERRESTAR NETWORKS: Judge OKs TSN as Foreign Representative
TOMKINS FINANCE: S&P Downgrades Rating on Senior Debt to 'B'
TOWNE INC: Bankruptcy Court Won't Hear Owners' Spat With BMW FS
TRIBUNE COMPANY: CEO Michaels Steps Down; Executive Council Formed

TRIBUNE COMPANY: Files Plan of Reorganization
UNIVISION COMMUNICATIONS: Moody's Puts B2 Rating on $750MM Notes
US AIRWAYS: Fitch Gives Positive Outlook
US FIDELIS: Missouri Attorney General Protests Settlement
UNITED CONTINENTAL: Fitch Gives Positive Outlook

UNITED RENTALS: Moody's Upgrades Corporate Family Rating to 'B2'
UNITED RENTALS: S&P Assigns 'CCC+' Rating to $500 Mil. Notes
UNIVISION COMMUNICATIONS: S&P Keeps 'B-' on CreditWatch Positive
UPPER MARKET: Files for Chapter 11 to Stop Foreclosure
WINALTA INC: Emerges From CCAA Protection as Oilfield Service Firm

WORKFLOW MANAGEMENT: Opens Production Facility in New Jersey

* Alger & Associates to Join Grant Thornton LLP
* McKool Smith's Sam Baxter Honored as Best Lawyers 2011

* BOND PRICING -- For Week From October 18 to 22, 2010

                            *********

6611 SOUTHPOINT: Files for Chapter 11 in Jacksonville
-----------------------------------------------------
Jacksonville, Florida-based 6611 Southpoint Parkway, LLC, doing
business as Jacksonville Self Storage, filed for Chapter 11
protection (Bankr. M.D. Fla. Case No. 10-09093) on October 19,
2010, in its hometown.

The Debtor estimated assets of $1 million to $10 million and debts
of $10 million to $50 million in its Chapter 11 petition.

Bradley R. Markey, Esq., at Stutsman, Thames & Markey P.A., serves
as counsel to the Debtor.


AGL LIFE: S&P Raises Rating to 'BB', Gives Stable Outlook
---------------------------------------------------------
Standard & Poor's Ratings Services said it raised its ratings on
AGL Life Assurance Co. to 'BB' from 'BB-', revised its outlook on
the ratings to stable from CreditWatch Developing, and
subsequently withdrew the ratings.

During second quarter of 2010, The Phoenix Companies executed the
sales agreement to transfer ownership of PFG Holdings Inc.,
including its subsidiaries, Philadelphia Financial Group Inc. and
AGL Life Assurance Co., to Tiptree Financial Partners LP, and the
transaction closed in June 2010.

"Based on S&P's opinion that AGL was a core entity to PNX, AGL's
ratings and outlook were fully aligned with that of PNX's core
insurance operating companies," said Standard & Poor's credit
analyst Ferris Joanis.  "AGL's revised ratings and outlook reflect
S&P's opinion regarding its stand-alone financial strength and do
not reflect any support from its new parent holding company."


ASIA SUPERMARKET: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Asia Supermarket, Inc.
        6763 Wilson Boulevard
        Falls Church, VA 22044

Bankruptcy Case No.: 10-18859

Chapter 11 Petition Date: October 19, 2010

Court: United States Bankruptcy Court
       Eastern District of Virginia (Alexandria)

Judge: Robert G. Mayer

Debtor's Counsel: Michael Lawrence Eisner, Esq.
                  NORTHERN VIRGINIA LAW GROUP, PLLC
                  P.O. Box 199
                  McLean, VA 22101
                  Tel: (703) 903-6989
                  E-mail: Michael.Eisner1@gmail.com

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

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

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

The petition was signed by Duyen T. Truong, president.


AXIS BANK: Moody's Assigns Ratings to Senior Unsecured Bonds
------------------------------------------------------------
Moody's Investors Service has assigned provisional Baa2 rating to
the US$ senior unsecured bonds shortly to be issued by Axis Bank
Ltd under its recently updated EUR2 billion Medium-Term Note
program.  The bonds will be issued through the bank's Dubai
International Financial Centre branch; the exact amount and
maturity of the issuance have yet to be decided.

The bonds will be governed by English law and are expected to be
listed on the Singapore stock exchange.  Its proceeds will be used
for Axis Bank's overseas operations and for general corporate
purposes.  This debt issuance is rated at the same level as
India's foreign currency debt ceiling of Baa2 with a stable
outlook.

"The rating is derived from Axis Bank's C- bank financial strength
rating, which incorporates the bank's stand-alone financial
strength, and is mainly based on its strong financial fundamentals
as well as its good and rapidly growing domestic franchise as the
third largest private-sector bank in India," says Nondas
Nicolaides, a Moody's Vice President -- Senior Analyst.

"The rating also reflects the bank's comfortable liquidity
position, strong capitalisation levels and its satisfactory
recurring profitability," adds Nicolaides, also Moody's Lead
Analyst for the bank.  In addition, the rating takes into
consideration the challenges Axis Bank faces in maintaining its
strong capital levels while growing its loan book quite rapidly,
and further reducing the volume of its restructured loans.

The last rating action on Axis Bank was taken on January 27, 2010,
when the bank's junior subordinated (Upper Tier 2) rating of Baa3
under its MTN program was downgraded to Ba1, while its perpetual
hybrid Tier 1 rating of Ba1, also under its MTN program, was
downgraded to Ba2.  These rating actions were triggered by Moody's
reassessment of systemic support assumptions on hybrid securities
affecting all rated Indian banks.

Headquartered in Mumbai, Axis Bank Ltd reported total
unconsolidated assets of INR1,998 billion (US$45.1 billion) at the
end of September 2010.


BANCA MONTE: Moody's Downgrades Preferred Stock Rating to Ba3
-------------------------------------------------------------
Moody's Investors Services has downgraded the long-term deposit
rating of Banca Monte dei Paschi di Siena to A2 from A1 and its
bank financial strength rating to D+ from C- (equivalent to a Baa3
on the long-term rating scale, down from Baa2).  The Prime-1
short-term deposit rating has been affirmed.  All ratings now
carry a stable outlook.

These ratings were downgraded:

Banca Monte Dei Paschi Di Siena

  -- Long-term debt and deposit ratings to A2 from A1
  -- Bank financial strength rating to D+ from C-
  -- Subordinated debt to A3 from A2
  -- Tier III medium-term notes to P(Baa1) from P(A3)
  -- Junior subordinated debt to Ba1 from Baa3
  -- Preferred stock to Ba3 from Ba2

MPS Capital Services had these changes:

  -- Long-term deposit ratings downgraded to A3 from A2

  -- Short-term deposit rating downgraded to Prime-2 from Prime-1

  -- Bank financial strength rating lowered within the D+
     category, now translating to a Ba1 from previously Baa3 on
     the long-term rating scale

                        Ratings Rationale

Moody's said that the downgrade of MPS's ratings reflects the
sizeable challenges for the bank stemming in particular from
(i) its deteriorating asset quality; combined with (ii) its
relatively modest capitalisation which is affected by (iii) very
low internal capital generation and (iv) Moody's opinion of
challenges in raising capital externally.

The rating agency recognises the progress made in integrating
Antonveneta since its acquisition in 2008, but actual results --
both in terms of asset quality and profitability - remain modest
and below those of its C- rated peers.  Problem loans, as adjusted
by Moody's, increased to 9.4% in June 2010, well above the Italian
peer average, and are likely to further increase in coming
quarters.  Moreover, underlying profitability, excluding non-
operating items, has been poor over the last two years (net income
was just 0.1% of risk-weighted assets in 2009) and, despite some
evidence of improvement so far in 2010, is unlikely in Moody's
opinion to reach acceptable levels before 2012 given the fragile
economic recovery that Moody's expect in Italy.  The bank's
efficiency also compares unfavourably to most peers, with a cost
to income ratio of 73% in 2009 (68% in June 2010), although the
now well advanced integration of Antonveneta should provide scope
for further increased cost-efficiency.  The bank's Tier 1 ratio of
7.8% (expected 8.2% in September 2010) and its Core Tier 1 ratio
of 7.3% in June 2010 were modest in light of the amount of problem
loans.  The bank is taking measures to strengthen its capital
adequacy through asset disposals, and these measures could result
in a Tier 1 ratio during 2011 significantly above current levels.
However there is also the possibility that next year the bank may
wish to repay the costly government hybrid -- Tremonti Bonds --
which were taken out in 2009, a move which would reduce the Tier 1
ratio by about 160 bp.  Moody's said that the evolution of capital
adequacy is a key driver for MPS's rating, even more so given the
constraints on internal and external capital generation.

The downgrade of MPS's deposit ratings by one notch incorporates
the continuing significant uplift due to systemic support that is
incorporated in the bank's ratings: four notches from the Baa3
standalone rating, the highest in Italy with Banco Popolare.

The key factors supporting the current ratings and its stable
outlook remain (i) the bank's sound franchise as the third largest
Italian bank, with a market share in deposits and loans of about
8%; (ii) a sound liquidity and retail banking profile, in line
with the Italian banking system and (iii) Moody's expectations of
improvement in the bank's financial profile over a medium-term
time horizon.

MPS's BFSR could be upgraded if the bank demonstrates that it can
achieve a further significant strengthening in its financial
profile, including (i) a Core Tier 1 ratio notably and sustainably
above 7.5%, excluding the government hybrid; (ii) a cost-to-income
ratio below 65%; (iii) net income above 1% of risk-weighted assets
and (iv) problem loans below 6.5% of loans.  The BFSR is however
unlikely to improve to such an extent to cause a corresponding
upgrade of the long-term debt and deposit ratings, but would
rather need to strengthen by more than one notch to have some
impact on the debt/deposit ratings.

MPS's BFSR could become more weakly positioned in the D+ category
if improvements are lower than anticipated by Moody's, with in
particular a Core Tier 1, excluding the government hybrid, below
7%.  Should the earnings continue to trend downwards throughout
2011 this would also add some concern.  This, or a lower
expectation of systemic support, could result in a downgrade of
the deposit ratings.

The key factual elements underpinning the rating action are the
bank's Tier 1, problem loans and net income as stated in its
audited financial statements as at December 2009 and June 2010.

                       MPS Capital Services

Moody's has also downgraded the long-term deposit rating of MPS
Capital Services to A3 from A2 and its short-term deposit rating
to Prime-2 from Prime-1.  The BFSR has been affirmed at D+ but
lowered within the D+ category to Ba1 from Baa3.

MPS Capital Services is the group's capital markets and corporate
banking arm.  The rating action primarily reflects the bank's
deteriorating asset quality, with adjusted problem loans of 15% of
loans in 2009.

The key factors supporting the current rating are the bank's very
close integration as a division of the Montepaschi Group,
resulting in significant support from the parent.

The BFSR could become more strongly positioned in the D+ category
in the event that MPS Capital Services significantly reduces its
key bad loans to loans ratio below 6.5%.  Given the current four-
notch uplift from support, an upgrade of the deposit rating is
unlikely at present, unless the parent is upgraded.

Evidence of the bank losing ground in medium-term lending while
exhibiting an increased risk profile from its capital markets
activities could exert downward pressure on the BFSR.  The long-
term deposit rating could be downgraded in the event of a
downgrade of the long-term deposit rating of MPS.

The last rating action on Banca Monte dei Paschi di Siena was
implemented on 5 March 2010, when a bank's junior subordinated
security was corrected to Baa3 from A2.

Banca Monte dei Paschi di Siena is headquartered in Siena, Italy.
At June 30, 2010, it had total assets of EUR248 billion.


BERLIN & DENMAR: Embezzlement, Defection Cause Ch. 11 Collapse
--------------------------------------------------------------
Berlin & Denmar Distributors, Inc., filed for Chapter 11
protection on October 21, 2010 (Bankr. S.D.N.Y. Case No. 10-
15519).

Lisa Fickenscher, writing for Crain's New York Business, reports
that Berline & Denmar cited "multiple independent events" that
made it impossible for the 30-year firm to pay its bills.

According to Crain's, the Company said in a court filing those
events include employee embezzlement and the buyout of two former
shareholders for $1.1 million.  Those partners then formed their
own companies to compete with Berlin & Denmar, and took some of
the company's most profitable customers.

Crain's notes the Company is also in arbitration proceedings with
Local 342 involving pension fund contributions.

Crain's relates Norman Milekowski, the Company's vice president,
said he is confident the Company will "pull through."

"We had a cash flow" problem, Crain's quotes Mr. Milekowski as
saying.  "My assets are my receivables and as they come in I'm
able to reorganize."

Berline & Denmar Distributors is a meat and cheese supplier at the
Hunts Point Cooperative Market in Bronx.  It estimated $1 million
to $10 million in both assets and debts.

Arnold Mitchell Greene, Esq., and Robinson Brog Leinwand Greene,
Esq., at Genovese & Gluck, P.C., in New York, serves as counsel to
the Debtor.

The Debtor disclosed assets of $4.39 million and debts of $3.97
million in its Schedules of Asset and Liabilities.


BERNARD MADOFF: Judge Defers Ruling on Feeder Clients' Claims
-------------------------------------------------------------
Carla Main at Bloomberg News reports that U.S. Bankruptcy Judge
Burton Lifland, who is overseeing the liquidation of Bernard L.
Madoff's investment firm, deferred a ruling on whether investors
who lost money in feeder funds will receive payments from the
Madoff bankruptcy court trustee.  Judge Lifland on October 19 said
he will rule later on the request by trustee Irving Picard to deny
the claims of investors who weren't direct customers of Bernard L.
Madoff Investment Securities LLC.

Bloomberg recounts that Mr. Picard said in December the feeder
fund claims were rejected because they weren't from direct Madoff
accounts.  The trustee filed a motion in June to obtain the
judge's approval of that action and to allow objectors to be
heard.

Mr. Picard, Bloomberg relates, said in a motion that investors in
19 accounts with 16 feeder funds were denied reimbursement of
their claims.  The feeder funds included Fairfield Greenwich
Group, J. Ezra Merkin's Gabriel Capital Corp. and Kingate Global
Fund.  An initial review showed that 17 of the 19 feeder accounts
were "net losers," according to court papers.

According to Bloomberg, lawyers representing some of the 1,700
objectors to the motion argued that their clients met the law's
definition of a customer.

                      About Bernard L. Madoff

Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff
orchestrated the largest Ponzi scheme in history, with losses
topping US$50 billion.

On December 15, 2008, the Honorable Louis A. Stanton of the U.S.
District Court for the Southern District of New York granted the
application of the Securities Investor Protection Corporation for
a decree adjudicating that the customers of BLMIS are in need of
the protection afforded by the Securities Investor Protection Act
of 1970.  The District Court's Protective Order (i) appointed
Irving H. Picard, Esq., as trustee for the liquidation of BLMIS,
(ii) appointed Baker & Hostetler LLP as his counsel, and (iii)
removed the SIPA Liquidation proceeding to the Bankruptcy Court
(Bankr. S.D.N.Y. Adv. Pro. No. 08-01789) (Lifland, J.).

On April 13, 2009, former BLMIS clients filed an involuntary
Chapter 7 bankruptcy petition against Bernard Madoff (Bankr.
S.D.N.Y. 09-11893).  The case is before Hon. Burton Lifland.  The
petitioning creditors -- Blumenthal & Associates Florida General
Partnership, Martin Rappaport Charitable Remainder Unitrust,
Martin Rappaport, Marc Cherno, and Steven Morganstern -- assert
US$64 million in claims against Mr. Madoff based on the balances
contained in the last statements they got from BLMIS.

On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff
Securities International Limited in London under bankruptcy
protection pursuant to Chapter 15 of the U.S. Bankruptcy Code
(Bankr. S.D. Fla. 09-16751).

The Chapter 15 case was later transferred to Manhattan.  In June
2009, Judge Lifland approved the consolidation of the Madoff SIPA
proceedings and the bankruptcy case.

Judge Denny Chin of the U.S. District Court for the Southern
District of New York on June 29, 2009, sentenced Mr. Madoff to
150 years of life imprisonment for defrauding investors in United
States v. Madoff, No. 09-CR-213 (S.D.N.Y.)

As of August 13, 2010, a total of US$5.58 billion in claims by
investors has been allowed, with US$715.6 million to be paid by
the SIPC.  Investors are expected to receive additional
distributions from money recovered by Mr. Picard.

Mr. Picard has recovered a number of assets and liquidated some
of those assets for the benefit of customers, totaling
US$1.18 billion as of November 2009.

The Securities Investor Protection Corp., the agency overseeing
the distribution of funds, said in September 2010 that claims by
victims of Mr. Madoff's Ponzi scheme exceeded the money available
to reimburse them.


BLOCKBUSTER INC: CEO, Icahn Manipulated Ch. 11 Filing, Says Sandhu
------------------------------------------------------------------
In a letter addressed to the U.S. Bankruptcy Court for the
Southern District of New York., Jasbir Sandhu, a Blockbuster
shareholder in Fremont, California, alleges that Carl Icahn and
Jim Keyes are "two undisputed winners in this whole multi-year
Blockbuster Drama."

Mr. Icahn is a major shareholder of Blockbuster Inc., while Mr.
Keyes is the company's incumbent chief executive officer.

As of October 11, 2010, Mr. Sandhu has gathered 208 signatures for
his shareholder petition, which asks for:

  (1) full disclosure of Blockbuster's recapitalization effort
      and Mr. Icahn's influence;

  (2) full disclosure and review of all relevant events of
      Blockbuster's board of directors for the past two years;

  (3) review of all information revealed and withheld from the
      last annual shareholders' meeting, addressing voting and
      misleading communications; and

  (4) full disclosure of the Debtors' DIP financing &
      forbearance agreement.

A copy of Mr. Sandhu's "Blockbuster Shareholder Petition" and the
list of signatures are available for free at:

     http://bankrupt.com/misc/BBI_Signatures_10112010.pdf

In his letter, Mr. Sandhu said the timing and actions of Messrs.
Keyes and Icahn raise doubts about Blockbuster's recapitalization
efforts because it seems the recapitalization was more geared
towards increasing the return on investment for Mr. Icahn and
other key stakeholders.  He asserts that the effort raises
questions about the credibility and sincerity of Mr. Keyes.

"Jim Keyes and Carl Icahn may have already known the exact date
and outcome of chapter 11 filing," asserts Mr. Sandhu.

"Jim Keyes continued to create a bankruptcy fear to support
Icahn's plan.  Carl Icahn on the other hand continued to reduce
his shareholding position to drag the prices of the bond down," he
alleges.  Mr. Sandhu asserts that in the process of dumping shares
and dragging the bond prices low, Mr. Icahn successfully converted
his equity into bonds.

"It would not be surprising to find that Jim Keyes and Carl Icahn
may have played a major role in failing the Reverse Split and
Class Conversion measures," Mr. Sandhu contends.  "SEC
investigation, if initiated might shed some light into this multi-
year Blockbuster bankruptcy drama," he adds.

Mr. Sandhu also alleges that Mr. Keyes managed to manipulate the
Blockbuster Chapter 11 process by multiple pre-planned processes:

  -- Keeping Blockbuster Express out of the Chapter 11 by giving
     NCR Corporation some legal projection;

  -- Securing Blockbuster Canadian assets by giving protection
     to the major studios; and

  -- Separating Blockbuster's international assets.

In this whole process, Mr. Sandhu asserts, the actual losers are
the common shareholders.  "It's interesting to see how a multi-
year drama, security fraud and manipulation wipe out the common
shareholders," he continues.

Mr. Sandhu further alleges that it is possible that since the last
few years/quarters, the Debtors may have not been reporting
revenues from few international regions to drive the stock price
down to the level of bankruptcy.  He explains that shareholders
equity should represent the entire Blockbuster Enterprise, but the
company filed for Chapter 11 Bankruptcy protection in the United
States of America without including international Assets.

Selling few international assets would have avoided Chapter 11,
but Mr. Keyes followed the path that was more favorable to Mr.
Icahn, Mr. Sandhu continues.  With Chapter 11 filing, the company
intends to wipe out all common shareholders and give substantial
equity to Mr. Icahn, who bought the debt just few days before
bankruptcy filing, he points out.

Mr. Sandhu also notes that he sent an e-mail to Blockbuster
Investor Relations & Blockbuster Ethics Committee, but
unfortunately no one has responded to it yet.  He explains that as
shareholders, they need to have some investigation done over
Blockbuster's recapitalization effort for they need reasons and
justifications why the only beneficiaries of recapitalization are
the senior noteholders, especially Mr. Icahn, and the failed
management.

                       About Blockbuster Inc.

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

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

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

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

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

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

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


BLOCKBUSTER INC: Lyme Regis Wants Cooley Banned as Panel's Counsel
------------------------------------------------------------------
Creditor Lyme Regis Partners, LLC, filed with the U.S. Bankruptcy
Court a preliminary objection to Cooley LLP's appointment as
counsel for the Official Committee of Unsecured Creditors of
Blockbuster Inc., pursuant to Section 1103 of the Bankruptcy Code.

The Creditors Committee has not yet filed an application to retain
Cooley as counsel.

Scott A. McMillan, Esq., at The McMillan Law Firm, APC, in La
Mesa, California, relates that the objection is made on the ground
that Cooley should not be appointed as counsel for the Creditors
Committee because of two conflicts-of-interests (i) between the
Debtors and Unsecured Creditors, and (ii) between the Secured
Creditors and Unsecured Creditors.

The Preliminary Objection is based on the Notice of Appearance and
Request for Service of Documents filed by Cooley LLP on October 4,
2010, as the proposed counsel for the Creditors Committee.  Mr.
McMillan notes that prior to that Notice, the Debtors filed a
request to pay prepetition claims, naming Sony Pictures
Entertainment as one of their major secured creditors.

Sony Pictures Entertainment is one of Cooley's Digital Media &
Entertainment clients, Mr. McMillan discloses.  He notes that the
attorneys listed in the Notice include Jay R. Indyke, Esq.,
Richard S. Kanowitz, Esq., Jeffery L. Cohen, Esq., and Seth Van
Aalten, Esq.  The attorneys formerly made up a large part of the
Bankruptcy and Restructuring practice at the law firm Kronish Lieb
Weiner and Hellman LLP.  He asserts that Kronish Lieb once touted
Blockbuster as one of their top clients.

In disregard for their past representation of the Debtors and
present representation of one of Debtors' major secured creditors,
the attorneys have filed with the Court their intention to be
counsel for the Creditors Committee, Mr. McMillan contends.  He
insists that approving Cooley as Committee counsel would frustrate
the purpose of the Creditors Committee, creating distrust and
hindering the public's confidence in the judicial system.

                       About Blockbuster Inc.

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

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

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

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

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

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

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


BLOCKBUSTER INC: Proposes to Hire Korn/Ferry for CEO Search
-----------------------------------------------------------
Blockbuster Inc. and its units seek the U.S. Bankruptcy Court's
permission to employ Korn/Ferry International as their executive
search consultant in connection with their search for a new chief
executive officer.

The Debtors make the request in furtherance of their efforts to
emerge from Chapter 11, and specifically, in connection with the
plan support agreement, dated September 22, 2010, among the
Debtors and the consenting noteholders of those 11.75% senior
secured notes due 2014, Stephen Karotkin, Esq., at Weil, Gotshal &
Manges LLP, in New York, tells Judge Lifland.

The Plan Support Agreement requires the Debtors to employ a CEO,
who is acceptable to, and whose terms of employment and
compensation have been approved by, 75% of the Sponsoring
Noteholders, on or before December 31, 2010.

Mr. Karotkin says that the Sponsoring Noteholders support the
retention of Korn/Ferry to help them retain a New CEO.

As search consultant, Korn/Ferry will:

  -- ensure the search project is kept strictly confidential;

  -- arrange regular sessions in person or by phone during which
     time, updates and progress of the assignment will be
     provided;

  -- schedule interviews promptly with candidates;

  -- collect information on candidates identified from other
     sources or from within the organization; and

  -- develop a communication strategy to discuss the progress of
     the search.

As ultimate selection of a CEO must be approved by a Supermajority
of Sponsoring Noteholders, the Debtors are working with a
subcommittee of the Sponsoring Noteholders to review candidates
and assist in the selection of a New CEO.  The Debtors will also
work with the Official Committee of Unsecured Creditors to keep
them and their constituency informed of the progress of retaining
a New CEO.

Pursuant to the terms of the parties' Engagement Letter,
Korn/Ferry's compensation will be equal to a fixed fee of
$400,000, with the first $100,000 due upon the commencement of the
assignment and the remaining $300,000 due and payable in one
installment within 30 days of the successful completion date on
which a final, binding employment agreement in writing is entered
into between the Debtors and the candidate, provided that if any
internal candidates from within Blockbuster's current management
or any external candidates identified from a major studio is named
CEO or if the agreement is terminated before the Successful
Completion Date, Korn/Ferry has agreed to forfeit the Final
Payment.

In addition to its fees, Korn/Ferry will also be reimbursed for
all actual and necessary expenses incurred on these bases:

   (i) for search-related administrative expenses related to
       administrative support, search assessment and research
       services, provided those expenses will not exceed
       $18,000; and

  (ii) for direct, out-of-pocket expenses, including candidate
       and consultant travel, lodging and videoconferencing, for
       which Korn/Ferry will bill the Debtors on a monthly
       basis.

Because the Debtors are not seeking to retain Korn/Ferry under
Section 327 of the Bankruptcy Code, it is not necessary for
Korn/Ferry to be "disinterested" as that term is defined in
Section 101(14) of the Bankruptcy Code, relates Stephen Karotkin,
Esq., at Weil, Gotshal & Manges LLP, in New York.
Notwithstanding, the Debtors are not aware of any facts that would
render Korn/Ferry not disinterested under Section 101(14), he
assures the Court.

The Court will convene a hearing on November 10, 2010, to consider
the application.  Objections are due on November 2.

                       About Blockbuster Inc.

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

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

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

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

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

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

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


BLUE GEM: Posts $311,600 Net Loss in August 31 Quarter
------------------------------------------------------
Blue Gem Enterprise, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $311,559 on $718,932 of revenue for
the three months ended August 31, 2010, compared with a net loss
of $6,759 on $0 revenue for the same period ended August 31, 2009.

The Company had total working capital of $688,413 and a total
accumulated deficit of $542,033 as of August 31, 2010.

On August 13, 2010, the Company, Title Beverage Distribution, and
the stockholders of Title entered into a Share Exchange Agreement.
Pursuant to the Exchange, the majority stockholders of Title
agreed to exchange all of their shares of Title on a one-for-one
basis for shares of common stock of the Company.  The closing of
the Exchange occurred upon the completion of the audit of Title,
which the Company finalized on September 14, 2010.  As a result of
the Exchange, Title became a wholly-owned subsidiary of the
Company.  Prior to the closing of the Exchange, the Company was
related by common ownership to Title.

The Company's balance sheet at August 31, 2010, showed
$1.1 million in total assets, $425,871 in total liabilities, and
stockholders' equity of $696,554.

The Company's balance sheet as of August 31, 2010, does not
include the assets or liabilities of Title, as the Exchange did
not close until September 14, 2010.

Friedman, Cohen, Taubman & Company, LLC, in Plantation, Florida,
expressed substantial doubt about the Company's ability to
continue as a going concern, following the Company's results for
the fiscal year ended May 31, 2010.  The independent auditors
noted that the Company incurred a net loss of $175,292 and has
used, rather than provided, cash in its operations for the year
ended May 31, 2010.

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

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

Based in Opa-locka, Florida, Blue Gem Enterprise, Inc., was
incorporated in the State of Nevada on November 28, 2006, and
re-domiciled in April 2010 to a Florida corporation (changing its
then name from Blue Gem Enterprise to Blue Gem Enterprise, Inc.,
to be consistent with Florida law).  The Company originally
operated as a mineral exploration company.  Pursuant to a stock
purchase agreement dated October 15, 2009, a change of control of
the Company occurred, and the Company changed its operations and
became a full service Direct Store Beverage Distribution company.
The Company plans to manage and distribute select allied brands on
an exclusive basis pursuant to exclusive agreements with
manufacturers of non-alcoholic beverages.

The Company was previously in the development stage and became an
operating company during the year ended May 31, 2010, since the
Company began earning revenues in May 2010.


CAREFREE WILLOWS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Carefree Willows LLC
        3311 S. Rainbow Boulevard, Suite 225
        Las Vegas, NV 89146

Bankruptcy Case No.: 10-29932

Chapter 11 Petition Date: October 22, 2010

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

Judge: Mike K. Nakagawa

Debtor's Counsel: Lenard E. Schwartzer, Esq.
                  SCHWARTZER & MCPHERSON LAW FIRM
                  850 S. Jones Boulevard, Suite 1
                  Las Vegas, NV 89146
                  Tel: (702) 228-7590
                  Fax: (702) 892-0122
                  E-mail: bkfilings@s-mlaw.com

Scheduled Assets: $30,604,014

Scheduled Debts: $36,531,244

The petition was signed by Kenneth Templeton, manager of general
partner, its manager.

Debtor's List of 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
PSACP Investments, LLC             Trade Debt           $4,654,150
10001 Park Run Drive
Las Vegas NV 89145

Union Bank                         Deed of Trust        $1,536,647
P.O. Box 30115
Los Angeles CA 90030

Paher, Stanley                     Note Payable           $150,000
4135 Badger Circle
Reno NV 89519

Thssenkrupp Elevator Corp          Trade Debt               $6,956

Blue Green Services LLC            Trade Debt               $3,075

Hill, Ginny                        Security Deposit         $1,917

Smith, Roy                         Security Deposit         $1,622

Lauckner, Bert                     Security Deposit           $859

Nevada Contract Carpet             Trade Debt                 $852

Career Strategies Temp Inc         Trade Debt                 $783

Kinchen, Thelma                    Security Deposit           $750

Hardiman, Barbara                  Security Deposit           $500

Silex, Humberto                    Security Deposit           $500

Copeland, Frances                  Security Deposit           $325

Greenberg, Elaine                  Security Deposit           $300

Battles, Virginia                  Security Deposit           $300

Spooner, Marianne & Bob            Security Deposit           $300

Burling-Zahn, Gloria               Security Deposit           $275

Galsky, Eva                        Security Deposit           $275

Johnson, Molly                     Security Deposit           $275


CCGI HOLDING: Moody's Upgrades Ratings on Senior Loan to 'B2'
-------------------------------------------------------------
Moody's Investors Service has upgraded CCGI Holding Corporation's
senior secured facilities to B2 from B3 due to a change in the
company's capital structure, which now will include about
$93 million of subordinated notes at CCGI.  These subordinated
notes are the remaining portion of the $149 million amount held by
the company's primary sponsor, following the exchange of a portion
of the subordinated notes into equity in the company's
restructuring and merger of Covad Communications Group, Inc., with
MegaPath, Inc., and acquisition of Speakeasy Broadband Services
LLP.

                        Ratings Rationale

CCGI has also changed the terms of the senior secured term loan
and revolving credit facilities that are jointly held by Covad and
MegaPath, Inc., wholly-owned subsidiaries of CCGI, by lowering the
previously contemplated $250 million senior secured term loan to
$150 million, and reducing the tenor of the term loan from six
years to five years.  The tenor of the $25 million revolver
remains five years.  The company expects the revolver to remain
undrawn at closing.  As a result, under Moody's Loss Given Default
methodology the ratings of the senior secured credit facilities
have been upgraded due to structural seniority and the recovery
cushion provided by the subordinated debt at CCGI.  The senior and
subordinated term loans, along with a portion of the approximately
$45 million of existing cash, will be used to repay existing debt
at the predecessor entities, with the combined company doing
business as MegaPath.

As part of the rating action, Moody's affirmed CCGI's B3 corporate
family rating and the B3 probability of default rating.  The
outlook is stable.

Moody's has taken these rating actions:

Upgrades:

Issuer: Covad Communications Group, Inc. and MegaPath, Inc.

  -- $25Mln Senior Secured Revolving Credit Facility, B2 (LGD3-
     33%), from B3 (LGD4-50%)

  -- $150Mln Senior Secured Term Loan, B2 (LGD3-33%), from B3
      (LGD4-50%)

CCGI's B3 corporate family rating partly reflects Moody's concerns
about the Company's fundamental business model and the increased
execution risk associated with the simultaneous integration of
three companies.  In addition, high competition in CCGI's markets
and the Company's reliance on accessing incumbent telcos' networks
are also major considerations in CCGI's rating assignment.  The
ratings are supported by the company's good liquidity and expected
free cash flow generation.  Moody's expects CCGI's Moody's
adjusted EBITDA margin for 2010 to be about 14.5% (incorporating
pro-forma merged operations and year one cost savings from the
merger transaction).

Moody's expects CCGI's pro-forma adjusted Debt/EBITDA leverage to
be under 4.0x at closing (Moody's adjusted, post-synergies),
potentially improving over the next several years driven by EBITDA
growth and debt reduction due to mandatory amortization and excess
cash sweep in the credit facility.  This de-leveraging is however
dependent on the successful integration of the three companies and
success of the revamped sales force to grow revenues.

Over the long term, Moody's believes that CCGI will face
increasing financial risk due to its challenging business model.
Moody's views this model, centered on serving small business
customers over a primarily leased network from the local telecom
incumbents, to generate significantly lower margins when compared
to services offered over owned facilities.

Moody's expects CCGI's EBITDA margins in 2011 to be in the mid-
teens, largely reflecting realization of the annualized cost
savings initiated in 2010 and some modest improvements in
operating margins.  CCGI expects to generate about $40 million in
run-rate cost savings from the merger by mid-2011, primarily
through network and G&A consolidation.  At the same time, CCGI
continues to face the intense competitive dynamics of its industry
as it fends of better capitalized and much-larger incumbent telcos
and cablecos, while attempting to increase sales in a weak economy
requiring tighter credit policies.  Moody's remains cautious as to
the ability of the company to realize the full benefit of these
savings in light of the complexity of the transaction and the
tough operating environment.

Moody's expects CCGI will have "good" liquidity over the next
twelve months.  Pro forma for FYE 2010, Moody's projects the
company to have approximately $35 million in cash or equivalents
and an undrawn $25 million revolving credit facility.  CCGI's
projected free cash flow is sufficient to meet its modest capex
obligations.  In the event of business weakness, capex would
likely be lower as the majority of projected spending is success
based and the network's footprint is essentially complete.

The ratings for the debt instruments reflect both the overall
probability of default for CCGI, to which Moody's has assigned a
B3 PDR, and an average mean family loss given default assessment
of 50%, in line with Moody's LGD Methodology.  The term loan is
secured by a first priority interest in and lien on substantially
all CCGI's assets.  The term loan, which comprises the bulk of the
company's debt capital structure, is rated B2 (LGD3-33%), one
notch above the B3 CFR.  This rating is one notch lower than the
LGD methodology-implied modeling template suggests, being on the
cusp of a B2 instrument rating, due to Moody's subjective
adjustments to the LGD framework in order to more appropriately
reflect the perceived collateral coverage of these debt
obligations relative to the overall waterfall of debts.

                             Outlook

The stable outlook reflects Moody's view that CCGI will retain a
disciplined capital structure and that merger synergies will drive
adjusted debt/EBITDA leverage below 4.0x range by the end of 2011.

                What Could Change the Rating -- Up

Upward rating pressure could build if the Company maintains
adjusted leverage in the low 3.0x range, which would likely result
from the Company succeeding in growing its revenues through
greater product expansion and maintaining solid cost controls at
the combined entity.  Maintenance of a good liquidity profile and
strong free cash flow-to-debt are also assumed to be prerequisites
to prospective positive rating action(s).

               What Could Change the Rating -- Down

Downward rating pressure could develop if adjusted leverage
remains above 4.0x on a sustainable basis, or if free cash flow-
to-debt falls below 5%, which may result from revenue declines or
the inability to merge the three entities in the transaction.  The
ratings could also come under pressure if heightened competition
or churn further threatens the Company's sales growth.

San Jose, CA, based CCGI is a competitive local exchange carrier.


CEK HOLDINGS: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: CEK Holdings I, LLC
        436 27th Avenue E.
        Seattle, WA 98112

Bankruptcy Case No.: 10-22522

Chapter 11 Petition Date: October 19, 2010

Court: United States Bankruptcy Court
       Western District of Washington (Seattle)

Judge: Marc Barreca

Debtor's Counsel: David A. Nold, Esq.
                  NOLD & ASSOCIATES PLLC
                  10500 NE 8th St Ste 930
                  Bellevue, WA 98004
                  Tel: (425) 289-5555
                  E-mail: dnold@washlaw.biz

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

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

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

The petition was signed by Charles Knox, managing member.


CHAMPIONS BIOTECHNOLOGY: Posts $591,000 Net Loss in July 31 Qtr.
----------------------------------------------------------------
Champions Biotechnology, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $591,000 on $1.60 million of revenue
for the three months ended July 31, 2010, compared with a net loss
of $1.00 million on $962,000 of revenue for the same period ended
July 31, 2009.

The Company had an accumulated deficit of $13.27 million as of
July 31, 2010.

The Company's balance sheet at July 31, 2010, showed $3.34 million
in total assets, $2.02 million in total liabilities, $42,000 in
accrued stock purchase, and stockholders' equity of $1.27 million.

As reported in the Troubled Company Reporter on August 4, 2010,
Ernst & Young LLP, in Phoenix, Ariz., expressed substantial doubt
about the Company's ability to continue as a going concern,
following the Company's results for the fiscal year ended
April 30, 2010.  The independent auditors noted that the Company
has experienced recurring losses from operations while developing
its service offerings and expanding its sales channels.

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

               http://researcharchives.com/t/s?6cd2

                  About Champions Biotechnology

Baltimore, Md.-based Champions Biotechnology, Inc. (OTC BB: CSBR)
-- http://www.championsbiotechnology.com/-- is engaged in the
development of advanced pre-clinical platforms and predictive
tumor specific data to enhance and accelerate the value of
oncology drugs.


CHRYSLER FINANCIAL: Moody's Upgrades Corp. Family Rating to 'Caa1'
------------------------------------------------------------------
Moody's Investors Service upgraded the Corporate Family Rating of
Chrysler Financial Services Americas LLC to Caa1 from Caa3.
Moody's said that it intends to withdraw the rating, based upon
the request of Chrysler Financial management.

                        Ratings Rationale

The rating upgrade is based upon Chrysler Financial's deleveraging
through loan and lease portfolio runoff.  The firm has repaid its
first and second lien loans; remaining funding is comprised only
of asset-backed securitizations.  Additionally, improvement in
used car values beginning in early 2009 has resulted in stronger
lease residual realization and lower losses on retail installment
loans, aiding Chrysler Financial's earnings and cash flows.

"With the repayment of its rated debt and other financial
obligations, Chrysler Financial has strengthened its capital
position," said Moody's vice president Mark Wasden.  "The firm is
increasingly turning its attention to opportunities for generating
new asset volumes, though its strategies have yet to be fully
realized."

Moody's said that Chrysler Financial's new initiatives to revive
financing volumes include extending retail auto loans to non-prime
borrowers and providing financing to mid-size commercial
enterprises.  However, Chrysler Financial's prospects for success
are highly uncertain, which is a key constraint on the firm's
rating.  Though Chrysler Financial possesses a scalable lending
and servicing platform, it is early in its efforts to attract new
customer volumes and establish long-term funding sources.  In its
new business endeavors, Chrysler Financial faces significant
competition from well-established banks and finance companies.

In its last rating action on October 27, 2009, Moody's upgraded
Chrysler Financial's corporate family rating to Caa3 from Ca and
assigned a stable outlook.

Chrysler Financial Services Americas LLC is a Farmington Hills,
Michigan, based provider of auto financial services.


CLEVIUS CURRY: Case Summary & 7 Largest Unsecured Creditors
-----------------------------------------------------------
Joint Debtors: Clevius Arnold Curry
                aka C. Arnold Curry
               Cara Jean Curry
               10500 E. Lost Canyon Drive, Lot #8
               Scottsdale, AZ 85255

Bankruptcy Case No.: 10-33531

Chapter 11 Petition Date: October 18, 2010

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

Judge: Randolph J. Haines

Debtor's Counsel: Lawrence D. Hirsch, Esq.
                  DeCONCINI McDONALD YETWIN & LACY, PC
                  7310 N 16th St #330
                  Phoenix, AZ 85020
                  Tel: (602) 282-0472
                  Fax: (602) 282-0520
                  E-mail: lhirsch@dmylphx.com

Scheduled Assets: $4,022,175

Scheduled Debts: $6,033,564

A list of the Joint Debtors' seven largest unsecured
creditors filed together with the petition is available for
free at http://bankrupt.com/misc/azb10-33531.pdf

Debtor-affiliates that filed separate Chapter 11 petitions:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Bell Business Associates               09-03998   07/01/10
Scottsdale Auto Salon                  09-03998   07/01/10


CODESSA TERRELL: Case Summary & 7 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Codessa M. Terrell
        1090 Mi Casa Court
        Concord, CA 94518

Bankruptcy Case No.: 10-72077

Chapter 11 Petition Date:

Court: United States Bankruptcy Court
       Northern District of California (Oakland)

Judge: Randall J. Newsome

Debtor's Counsel: Lawrence L. Szabo, Esq.
                  LAW OFFICES OF LAWRENCE L. SZABO
                  3608 Grand Ave. #1
                  Oakland, CA 94610-2024
                  Tel: (510) 834-4893
                  E-mail: szabo@sbcglobal.net

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

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

The petition was signed by Codessa Terrell.

Debtor's List of seven Largest Unsecured Creditors:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
National City Bank        credit line            $86,481
NE ER
1 Cascade Plaza
Akron, OH 44305

Amex                      credit line            $30,141
P.O. Box 297871
Fort Lauderdale, FL
33329

California American       services               $7,500
Exterminator
P.O. Box 129
Boulder Creek, CA
95006

E. Tony Sanchez           vinyl flooring         $7,500
201 Emrick Ave
San Pablo, CA
94803

Georgia Street            appliances             $5,000
Appliances

Caltech Enviro Pest       pest control           $1,500
Management                services

Provident Protection      security services      $1,300
Group


COLUMBIAN CHEMICALS: S&P Assigns 'BB-' Corporate Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned a
preliminary 'BB-' corporate credit rating to Marietta, Ga.-based
Columbian Chemicals Acquisition LLC.  The outlook is stable.

At the same time, S&P assigned preliminary 'BB' issue-level
ratings (one notch above the corporate credit rating) to Columbian
Chemicals' proposed $375 million senior secured credit facilities
due 2015.  The preliminary recovery ratings are '2', indicating
S&P's expectation of substantial recovery (70%-90%) in the event
of a payment default.

The company is using the proceeds primarily to refinance its
existing debt and extend debt maturities, with a portion of the
funds allocated for fees and expenses.  The proposed senior
facilities consist of a $75 million revolving credit facility and
a $300 million term loan A.  The ratings are based on preliminary
terms and conditions.

"The ratings on Columbian Chemicals reflect the company's
aggressive financial risk profile as well as its fair business
risk profile," said Standard & Poor's credit analyst Ket Gondha.

Although Columbian Chemicals is the world's third-largest
manufacturer of carbon black, it has a moderate sales base, narrow
product focus, and substantial customer and end-market
concentration related to sales to the automotive industry.  In
addition, the company is exposed to raw material price volatility,
though it can typically pass through cost increases with a
moderate time lag.

One Equity Partners LLC, an affiliate of JPMorgan Chase & Co., is
the private-equity sponsor for Columbian Chemicals.  Given the
aggressive financial policies associated with private equity
ownership and expected credit measures, S&P view the company's
financial risk profile as aggressive.


CONQUEST PETROLEUM: Posts $8.1 Million Net Loss in June 30 Quarter
------------------------------------------------------------------
Conquest Petroleum Corporation filed its quarterly report on
Form 10-Q, reporting a net loss of $8.1 million on $313,816 of
revenue for the three months ended June 30, 2010, compared with a
net loss of $6.6 million on $196,663 of revenue for the same
period last year.

Current liabilities exceeded current assets by $23.2 million and
the accumulated deficit is $129.0 million at June 30, 2010.

The Company's balance sheet at June 30, 2010, showed $2.9 million
in total assets, $25.4 million in total liabilities, and a
stockholders' deficit of $22.5 million.

As reported in the Troubled Company Reporter on August 5, 2010,
M&K CPAS, PLLC, in Houston, expressed substantial doubt about the
Company's ability to continue as a going concern, following the
Company's 2009 results.  The independent auditors noted that the
Company has insufficient working capital and recurring losses from
operations.

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

               http://researcharchives.com/t/s?6cd4

                     About Conquest Petroleum

Spring, Tex.-based Conquest Petroleum Incorporated (OTC BB: CQPT)
-- http://www.conquestpetroleum.com/-- is an independent oil and
natural gas company engaged in the production, acquisition and
exploitation of oil and natural gas properties geographically
focused on the onshore United States.  The Company's operational
focus is the acquisition, through the most cost effective means
possible, of production or near production of oil and natural gas
field assets.  The Company's areas of operation include Louisiana
and Kentucky.


CORNER HOME CARE: Drug Supplier Not a "Critical Vendor"
-------------------------------------------------------
WestLaw reports that the supplier from which the Chapter 11 debtor
purchased pharmaceuticals and durable medical equipment was not a
critical vendor requiring exceptional treatment through
postpetition, pre-plan payments on unsecured prepetition debt, a
Kentucky bankruptcy court ruled.  Although the supplier provided
goods to the debtor at a lower cost and on better terms than other
alternatives, there were other vendors that could provide the
required goods.  Even if the supplier were the only provider, the
debtor failed to show that there were no alternative means of
doing business with the supplier other than the extraordinary act
of making pre-plan payments for prepetition debt.  The supplier's
purported unwillingness to continue to do business with the debtor
under current terms did not mean that it would be unwilling to
provide goods with appropriate assurances of payment.  The debtor
exercised poor business judgment in making unauthorized payments
of $141,075.49 to the supplier without any obligation by the
supplier to continue to do business with the debtor.  Finally, the
debtor failed to show a lack of prejudice to other creditors.  In
re Corner Home Care, Inc., --- B.R. ----, 2010 WL 4065392, slip
op. http://is.gd/gcDiy(Bankr. W.D. Ky.) (Fulton, J.).

Corner Home Care, Inc., dba The Pharmacy Corner, located in
Princeton, Ky., sought chapter 11 protection (Bankr. W.D. Ky. Case
No. 09-51451) on Dec. 28, 2009, and is represented by Todd A.
Farmer, Esq., at Stout, Farmer & King, PLLC, in Paducah, Ky.  The
Debtor disclosed $2,906,667 in assets and $6,355,137 in
liabilities in its Schedules of Assets and Liabilities.


DANIEL M BADE: Case Summary & 10 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Daniel M. Bade, DDS, P.C. a Corporation
          dba Smile Solutions, Inc.
        8217 Wicker Avenue
        Saint John, IN 46373

Bankruptcy Case No.: 10-24898

Chapter 11 Petition Date: October 20, 2010

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

Judge: J. Philip Klingeberger

Debtor's Counsel: Daniel Freeland(EW), Esq.
                  9105 Indianapolis Boulevard
                  Highland, IN 46322
                  Tel: (219) 922-0800
                  E-mail: dlf9601b@aol.com

Estimated Assets: $0 to $50,000

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

A list of the Company's 10 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/innb10-24898.pdf

The petition was signed by Daniel M. Bade, president.


DELTA AIR: 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


DENMAN TIRE: PBGC Assumes Underfunded Pension Plan
--------------------------------------------------
The Pension Benefit Guaranty Corporation assumed responsibility
for the underfunded pension plan covering more than 600 former
workers and retirees of Denman Tire LLC of Leavittsburg, Ohio.

The PBGC stepped in because Denman Tire 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 Denman Tire Corporation Pension
Plan is 46% funded, with assets of $15.1 million to cover $32.7
million in benefit liabilities.  The PBGC expects to be
responsible for $17 million of the $17.6 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
March 17, 2010, and the agency assumed responsibility for the plan
on Sept. 21, 2010.

Within the next several weeks, the PBGC will send notification
letters to all participants in the Denman Tire 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 Denman Tire filed for bankruptcy protection March 17,
2010, 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 March 17, 2010 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.

Denman Tire 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.

                         About Denman Tire

Denman Tire Corporation -- http://www.denmantire.com/-- was
founded in 1919 and produced off-highway tires for tractors and
earthmovers, as well as on-highway commercial tires.  The company
experienced a drop in sales due to the overall slump in the
economy.  Unable to find a buyer or secure financing or investors,
the company filed for Chapter 7 liquidation on March 17, 2010 in
the U.S. Bankruptcy Court in Youngstown, Ohio.  The petition says
the Company owes between $1 million and $10 million to more than
200 creditors.

As reported by the Troubled Company Reporter on July 22, 2010,
Titan Tire Corporation, a subsidiary of Titan International Inc.,
closed on the Denman Tire machinery and equipment purchase that
was previously approved by the Bankruptcy Court.  The machinery
and equipment, including other inventory items, was purchased for
$3 million.  The purchase did not include any land or buildings.

Titan International, Inc. -- http://www.titan-intl.com-- is a
holding company, owns subsidiaries that supply wheels, tires and
assemblies for off-highway equipment used in agricultural,
earthmoving/construction and consumer (including all terrain
vehicles) applications.


DEVON ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Devon Enterprises, LLC
        aka Alliance Bus Charters
        1819 Lacy Drive
        Fort Worth, TX 76117

Bankruptcy Case No.: 10-46792

Chapter 11 Petition Date: October 20, 2010

Court: United States Bankruptcy Court
       Northern District of Texas (Ft. Worth)

Judge: Russell F. Nelms

Debtor's Counsel: Eric A. Liepins, Esq.
                  ERIC A. LIEPINS, P.C.
                  12770 Coit Rd., Suite 1100
                  Dallas, TX 75251
                  Tel: (972) 991-5591
                  E-mail: eric@ealpc.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/txnb10-46792.pdf

The petition was signed by Richard Bastow, manager.


DIGITAL BRIDGE: Involuntary Chapter 11 Case Summary
---------------------------------------------------
Alleged Debtor: Digital Bridge Holdings, Inc
                aka Integrated Transactions, Inc
                dba Digital Bridge
                P.O. Box 971148
                Orem, UT 84097

Bankruptcy Case No.: 10-34499

Involuntary Chapter 11 Petition Date: October 19, 2010

Court: U.S. Bankruptcy Court
       District of Utah (Salt Lake City)

Petitioners' Counsel: Daniel W. Jackson, Esq.
                      2157 Lincoln Street
                      Salt Lake City, UT 84106
                      Tel: (801) 596-8338
                      Fax: (801) 364-5645
                      E-mail: jackson525@hotmail.com

Creditors who signed the Chapter 11 petition:

  Petitioners                    Nature of Claim    Claim Amount
  -----------                    ---------------    ------------
Phillip M. Adams                 Unsecured          $82,000
PO Box 1360                      Prom. Note
Afton, WY 83110

Gregory D. Phillips              Unsecured          $82,000
560 E 200 S Suite 300            Prom. Note
Salt Lake City, UT 84102

Kevin A Howard                   Unsecured          $82,000
560 E 200 S Suite 300            Prom. Note
Salt Lake City, UT 84102


DONALD HAMILTON: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Joint Debtors: Donald J. Hamilton
               Sharon L. Hamilton
               P.O. Box 5287
               Santa Rosa, CA 95402

Bankruptcy Case No.: 10-14032

Chapter 11 Petition Date: October 20, 2010

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

Judge: Alan Jaroslovsky

Debtors' Counsel: Jean Barnier, Esq.
                  MACCONAGHY AND BARNIER
                  645 1st Street W #D
                  Sonoma, CA 95476
                  Tel: (707) 935-3205
                  E-mail: jbarnier@macbarlaw.com

Scheduled Assets: $3,321,766

Scheduled Debts: $3,919,978

A list of the Joint Debtors' 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/canb10-14032.pdf


DOUGLAS HOLDING: Case Summary & 11 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Douglas Holding Co., Inc.
        718 Partridge Drive
        Princeton, WV 24740

Bankruptcy Case No.: 10-10206

Chapter 11 Petition Date: October 18, 2010

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

Judge: Ronald G. Pearson

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

Scheduled Assets: $1,630,432

Scheduled Debts: $1,236,412

A list of the Company's 11 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/wvsb10-10206.pdf

The petition was signed by Marlin Douglas, owner.


EMIVEST AEROSPACE: Files for Ch. 11, Has $4MM of Financing
----------------------------------------------------------
Emivest Aerospace Corporation filed for Chapter 11 protection on
Oct. 20, 2010 (Bankr. D. Del. Case No. 10-13391).

Business Recorder reports that Emivest  is seeking  approval for
up to $4 million in debtor-in-possession financing to continue
operations as it restructures.

According to the report, the Company sought relief from creditors
due to lack of working capital and lower demand for business jets.

The macroeconomic difficulties have led the business jet customer
base to reduce their travel budgets for business and private
flights, and resulted in the cancellation or delay of many orders,
the report quotes Chief Executive Anthony Power as stating.

The Debtor estimated assets and debts between $50 million and
$100 million.  Taiwan's Yao-Hwa Glass Co Ltd., to which the
company owes $15 million, was listed as the largest unsecured
creditor.

The Company was formed in June 2008 after Emirates Investment and
Development Co PSC bought an 80% stake in San Antonio-based
aircraft maker Sino Swearingen Aircraft Corporation.

Emivest Aerospace Corporation -- http://www.sj30jet.com/-- is a
U.S.-based aircraft manufacturing company and a subsidiary of
Emirates Investment & Development PSC.  Emivest Aerospace
Corporation produces the SJ30 light jet.

Daniel B. Butz, Esq., at Morris, Nichols, Arsht & Tunnell LLP, in
Wilmington, Delaware, serves as counsel to the Debtor.


ENCORIUM GROUP: Delisted by NASDAQ as Equity Under $2.5MM
---------------------------------------------------------
Encorium Group, Inc. received notification that a NASDAQ Listing
Qualifications Panel has determined to delist the Company's
securities from The NASDAQ Stock Market, effective with the open
of business on October 22, 2010, as a result of the Company's non-
compliance with the minimum $2.5 million stockholders' equity
requirement.

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 immediately eligible for
quotation on the OTCQB.  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 ENCO.

                        Board of Director Changes

In addition, on October 15, 2010, Sari Laitinen and Petri Maninnen
resigned from the Board of Directors with immediate effect.  With
these changes the Board of Directors currently consist of three
directors, namely Shahab Fatheazam, Chairman, David Morra and Kai
Lindevall, and remains composed of a majority of independent
directors.

                       About Encorium Group

Encorium Group, Inc., is a global clinical research organization
specializing in the design and management of complex clinical
trials and Patient Registries for the pharmaceutical,
biotechnology and medical device industries.  The Company's
mission is to provide its clients with high quality, full-service
support for their biopharmaceutical and medical device development
programs.  Encorium offers therapeutic expertise, experienced team
management and advanced technologies.  The Company has drug and
biologics development as well as clinical trial experience across
a wide variety of therapeutic areas such as infectious diseases,
cardiovascular, vaccines, oncology, diabetes
endocrinology/metabolism, gene therapy, immunology, neurology,
gastroenterology, dermatology, hepatology, women's health and
respiratory medicine.  Encorium believes that its expertise in the
design of complex clinical trials, its therapeutic experience and
commitment to excellence, and its application of innovative
technologies, offer its clients a means to more quickly and cost
effectively move products through the clinical development
process.


EVRAZ INC: S&P Affirms & Withdraws B Long-Term Corp. Credit Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its 'B'
long-term corporate credit and debt ratings on North America-based
steel companies Evraz Inc. NA and Evraz Inc. NA Canada, both
wholly-owned subsidiaries of Russia-headquartered international
steel producer Evraz Group S.A.  S&P subsequently withdrew the
ratings at the request of Evraz Group, following the latter's
decision not to proceed with a planned $650 million bond, which
was to be jointly issued by EINA and EICA.

At the time the ratings were withdrawn, the outlook on the
corporate credit ratings was stable.  Furthermore, the ratings on
EINA and EICA reflected S&P's view of EINA's and EICA's combined
weak business risk profile and highly leveraged financial risk
profile.  S&P evaluated EINA and EICA primarily as a combined
economic entity for rating purposes, given their integrated
operations and unified management team.  S&P also regarded the
parent-subsidiary relationship as strong.


FEY 240: Hearing on Plan Outline Continued Until October 27
-----------------------------------------------------------
The Hon. Alan M. Ahart of the U.S. Bankruptcy Court for the
Central District of California has continued until October 27,
2010, at 10:00 a.m., the hearing to consider adequacy of the
Disclosure Statement explaining Fey 240 North Brand LLC's Plan of
Reorganization.

The Court previously denied the Debtors' Second Amended Disclosure
Statement for various reasons, including:

   1) The employment of Debtor's counsel has not been approved by
      the Court.  Therefore, the Disclosure Statement has not been
      lawfully prepared by the Debtor;

   2) The Disclosure Statement does not incorporate the recent
      value provided by the Debtor's appraiser;

   3) There is insufficient information regarding how the 7.5% cap
      rate was determined;

   4) There is insufficient information how the property could be
      refinanced at the end of the 5-year term;

   5) There is insufficient information how the Debtor would treat
      Glendale Career School's claim if it is found to be secured;
      and

   6) There is insufficient information regarding the claims and
      interests of the Debtor's insiders.

The Debtors have filed a Third Amended Disclosure Statement , a
copy of which is available for free at:

     http://bankrupt.com/misc/Fey240_DS.pdf

According to the Disclosure Statement, the Plan provides for the
completion of the tenant improvements.  The Debtor proposes to pay
creditors from the rental income, sale or refinancing proceeds of
the property.  Under the Plan, holders undisputed claims can
expect payment of their claims.  The Debtor is targeting a July 1,
2010 effective date for the Plan.

                     About Fey 240 North Brand

Pasadena, California-based Fey 240 North Brand LLC, filed for
Chapter 11 on December 4, 2009 (Bankr. C.D. Calif. Case No. 09-
44228).  John P. Schock, Esq. at Schock & Schock, alc, assists the
Debtor in its restructuring effort.  The Debtor estimated assets
and debts at $10 million to $50 million.


FLORAMO PARTNERS: Case Summary & 19 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Floramo Partners, Inc.
        1804 Garnet Ct.
        New Lenox, IL 60451

Bankruptcy Case No.: 10-24886

Chapter 11 Petition Date: October 19, 2010

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

Judge: J. Philip Klingeberger

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

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

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

A list of the Company's 19 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/innb10-24886.pdf

The petition was signed by Anthony Floramo, president.


FORD MOTOR: Moody's Reviews Ratings on Various Tranches
-------------------------------------------------------
Moody's has placed on review for possible upgrade eleven tranches
from five auto floorplan securitizations sponsored by Ford Motor
Credit Company during 2006 and 2010.  In addition, Moody's has
also placed on review for possible upgrade Class B notes issued by
Morgan Stanley Resecuritzation Trust 2010-F backed by Ford Credit
Floorplan Master Owner Trust 2006-4 notes.

Complete Rating Actions:

Issuer: Ford Credit Floorplan Master Owner Trust 2006-4

  -- Class A, A3(sf) placed under review for possible upgrade;
     previously on November 2, 2009, downgraded to A3(sf) from
     Aa2(sf)

  -- Class B, Ba2(sf) placed under review for possible upgrade;
     previously on November 2, 2009, downgraded to Ba2(sf) from
     Baa3(sf)

Issuer: Ford Credit Floorplan Master Owner Trust 2010-1

  -- Class B, Aa2(sf) placed under review for possible upgrade;
     previously on January 22, 2010, assigned Aa2(sf)

  -- Class C, A2(sf) placed under review for possible upgrade;
     previously on January 22, 2010, assigned A2(sf)

Issuer: Ford Credit Floorplan Master Owner Trust 2010-2

  -- Class B, Aa2(sf) placed under review for possible upgrade;
     previously on February 17, 2010, assigned Aa2(sf)

  -- Class C, A2(sf) placed under review for possible upgrade;
     previously on February 17, 2010, assigned A2(sf)

Issuer: Ford Credit Floorplan Master Owner Trust 2010-3

  -- Class B, Aa2(sf) placed under review for possible upgrade;
     previously on March 17, 2010, assigned Aa2(sf)

  -- Class C, A2(sf) placed under review for possible upgrade;
     previously on March 17, 2010, assigned A2(sf)

Issuer: Ford Credit Floorplan Master Owner Trust 2010-5

  -- Class B, Aa3(sf) placed under review for possible upgrade;
     previously on October 12, 2010, assigned Aa3(sf)

  -- Class C, A2(sf) placed under review for possible upgrade;
     previously on October 12, 2010, assigned A2(sf)

  -- Class D, Baa2(sf) placed under review for possible upgrade;
     previously on October 12, 2010, assigned Baa2(sf)

Issuer: Morgan Stanley Resecuritization Trust 2010-F

  -- Class B, Baa2(sf) placed under review for possible upgrade;
     previously on January 22, 2010, assigned Baa2(sf)

                        Ratings Rationale

The actions were prompted by recent corporate ratings upgrades for
both Ford Motor Company and Ford Motor Credit Company, as well as
the improved U.S. auto industry fundamentals.

On October 8, 2010, Moody's upgraded the corporate family ratings
of both Ford and Ford Credit to Ba2 from B1 and Ba3, respectively.
The upgrade of Ford reflects the company's much stronger-than-
expected operating performance during the first half of 2010.
Further, Moody's believes that the company is well positioned to
continue generating strong earnings and cash flow through 2011,
and to further strengthen its balance sheet.  The upgrade of Ford
Credit's ratings is based upon the upgrade of Ford's ratings.
Ford's improved credit profile has positive implications for Ford
Credit, in terms of its asset quality and profitability measures,
and its access to funding.

The upgrades have a positive effect on all Ford Credit auto
floorplan transactions as it reduces the manufacturer bankruptcy
risk and operational risk in the affected transactions.  In-turn,
the probability for highly stressed collateral recovery rates and
dealer defaults associated with a distressed manufacturer for
related transactions are less likely.  These factors together with
a much healthier US auto industry contribute directly to Moody's
rating actions on these asset-backed securities.


GENERAL MOTORS: Asbestos Panel Proposes EPIQ as Claims Agent
------------------------------------------------------------
The Official Committee of Unsecured Creditors Holding Asbestos-
Related Claims for General Motors Corp. seeks the U.S. Bankruptcy
Court's permission to retain Epiq Bankruptcy Solutions, LLC as its
service agent, nunc pro tunc to March 5, 2010.

As the Asbestos Committee's service agent, Epiq will:

  (a) create and maintain a Web site with general case
      information, key documents, claim search function, and
      mirror of ECF case docket;

  (b) provide state-of-the-art call center facility and
      Services;

  (c) provide confidential on-line workspace to facilitate
      permissions based and password protected simultaneous
      document sharing in connection with asset deal due
      diligence, contract and invoice review, or creation of
      contract repository, among other reasons;

  (d) prepare and serve required notices;

  (e) after service of a particular notice -- whether by regular
      mail, overnight or hand delivery, email or facsimile
      service -- file with the Clerk's office an affidavit of
      service that includes a copy of the notice involved, a
      list of persons to whom the notice was mailed and the date
      and manner of mailing;

  (f) update noticing database to reflect undeliverable or
      changed addresses; and

  (g) coordinate publication of notices in periodicals and other
      media.

Epiq's professionals will be paid according to their customary
hourly rates:

  Title                     Rate per Hour    Average Rate
  -----                     -------------    ------------
  Clerk                       $40 to $60         $50
  Case Manager (Level l)    $125 to $175        $142.50
  IT Programming Consultant $140 to $190        $165
  Case Manager (Level 2)    $185 to $220        $202.50
  Senior Case Manager       $225 to $275        $247.50
  Senior Consultant             $295            $295

The Debtors will also pay Epiq for expenses incurred.

Daniel C. McElhinney, executive director of Epiq Bankruptcy
Solutions LLC, maintains that his firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.

                        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: New GM Amends Prospectus on IPO
-----------------------------------------------
General Motors Company said it reserved up to 5% of the shares of
common stock to be sold in the initial public offering to certain
individuals residing in the U.S. and Canada, including directors,
hourly and salaried employees and retirees and dealers of GM and
GMCL and U.S. AC Delco distributors through a directed share
program.

GM disclosed the information in an October 14, 2010, amendment to
the prospectus of its initial public stock offering filed with the
Securities and Exchange Commission.

In addition, GM disclosed that the number of shares of common
stock available for sale to the general public will be reduced by
the number of shares sold to those individuals.  Any reserved
shares not purchased by those individuals will be offered by the
underwriters to the general public on the same basis as the other
shares of common stock offered by this prospectus.

To buy shares, those individuals are required to register by
October 22, Detroit Free Press reports, citing an October 5 letter
by GM to the stakeholders.  The letter further noted that the
minimum investment should be greater than $1,000, Free Press adds.

Sources of the Free Press disclose that the IPO could have a total
value of as low as $10 billion, and that the U.S. Department of
the Treasury and other owners of GM have yet to decide how many
shares to sell.  While GM has not fixed the price for the
offering, GM Chairman Ed Whitacre stated that the IPO's price will
likely start at $20 to $25 per share, Free Press relates.

In another report, GM shares would be priced on November 17 or
November 18 and will begin trading the next day, Bloomberg News
notes, citing people familiar with the matter, whose names are
withheld because the plans are private.  The people disclosed that
GM and the Treasury do not want the offering to go beyond November
19 into the Thanksgiving holiday week.  However, the schedule is
not final and GM advisers have said the offering may benefit from
a post-election stock market rally, the people related.  According
to the Bloomberg's sources, the IPO could not be lower than $6
billion and could exceed $13 billion.

Meanwhile, SAIC Motor Corp. does not rule out the possibility of
participating in the IPO, according to its chairman, The China
Post reports.  Reuters reported in September that SAIC reached out
to GM to explore the prospect of taking a stake in the U.S.
automaker, The China Post adds.

The amendment also touched on a "Chevrolet Volt controversy,"
whereby Edmunds.com and Popular Mechanics, among others, earlier
accused GM that it erroneously referred to the Volt as an
extended-range electrical vehicle, the Free Press explains.  The
Free Press notes that the Volt has an onboard gasoline engine that
serves as a generator, but never drives the wheels.  GM thus
clarified that the Volt always makes use of electric power within
the drive unit at all times and at all speeds.

A full-text copy of the amendment to the IPO prospectus is
available for free at http://ResearchArchives.com/t/s?6c95

                 GM Reacts to Speculations
                    on Public Offering

GM clarified that an article published by Reuters on October 13,
2010, was not prepared or reviewed by the company or any other
offering participant before the publication, according to a
statement filed with the Securities and Exchange Commission on
October 15, 2010.  Mr. Whitacre spoke at a business event
unrelated to the Company.

In the October 13 article, Mr. Whitacre was asked what the price
of GM stock should be in the IPO to which he responded that the
price could be in $20 to $25 range.  Mr. Whitacre was also quoted
by Reuters as saying, "I can't say how much we'll sell, but I can
say we'll have a successful IPO sometime in November."

For purposes of correction and clarification, GM notes:

  (1) The article attributes to Mr. Whitacre the statement that
      shares of the Company are likely to be priced between $20
      and $25 in the initial public offering in November.  The
      article also quotes Mr. Whitacre as saying that "It's a
      little too early to say, but it is going to be somewhere
      in the $20 range ... $20, $25, something like that would
      be my guess" and that "it's a little too early to tell,
      but somewhere in there."  A price range for the Offering
      has not yet been determined and will be disclosed only
      after it has been determined.  In addition, the Company
      cannot predict whether the Offering will be priced in
      November.

  (2) The article attributes to Mr. Whitacre the statement that
      the Offering would be successful in reducing the U.S.
      government's 61 percent stake in the top U.S. automaker.
      The article also quotes Mr. Whitacre as saying that "I
      can't say how much we'll sell, but I can say we'll have a
      successful IPO sometime in November" and that "it's going
      to work and it was absolutely the right thing to save this
      company."  The Company cannot predict whether the
      Offering, if completed, will be successful or whether it
      will work.  In addition, the Company cannot predict
      whether the Offering will occur in November.

  (3) The article quotes Mr. Whitacre as saying that "investors
      are going to buy the management of the company, as well as
      the cars they make."  The Company cannot predict the basis
      on which any potential investors would determine whether
      or not to invest in the Company.

"Parties should consider statements in the article only after
carefully evaluating all of the information in the preliminary
prospectus within the registration statement and the final
prospectus to be filed," GM stated.  GM continued, "Statements in
the article that are not attributed directly to Mr. Whitacre
represent the author's or others' opinions and are not endorsed or
adopted by the company or any other offering participant.
Statements in the article that are not attributed directly to Mr.
Whitacre were not intended and should not be considered as
offering material."

                        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: Old GM Wins Conditional Nod of Plan Outline
-----------------------------------------------------------
Judge Robert Gerber of the U.S. Bankruptcy Court for the Southern
District of New York approved the Disclosure Statement explaining
the Joint Chapter 11 Plan of Reorganization filed by Motors
Liquidation Company and its debtor affiliates, subject to
modifications to be made to the Disclosure Statement, Tiffany Kary
of Bloomberg News reported on October 21, 2010.

"The disclosure statement is conditionally approved," Judge Gerber
was quoted by Bloomberg as saying at an October 21, 2010 hearing.

Judge Gerber overruled objections to the Disclosure Statement,
pointing out that "this case cannot be run for the needs and
concerns of any subset of GM's thousands of creditors," Ms. Kary
noted.

Prior to the hearing on the approval of the Disclosure Statement,
the County of Onondaga, State of New York and certain pro se
parties opposed the Disclosure Statement.  The County renewed its
objection to the Disclosure Statement, asserting arguments
substantially similar to the opposition papers filed on
October 13, 2010.  In separate letters and pleadings, Tracy Woody;
Marianne Lisenko; Steve Friedland; James E. Reese; Sylvester Shaw
and Frances R. Campbell objected to the Disclosure Statement.  Mr.
Woody opposed the Disclosure Statement to the extent that his
action is not yet resolved and will be able to submit his claim
until final judgment is rendered.  Mr. Woody also asked the
Bankruptcy Court to lift the automatic stay to permit him to
pursue its litigation in Wake County Courthouse District Court,
Raleigh, North Carolina, to proceed with his claims against GM
over product liability.

Judge Gerber also denied the Official Committee of Unsecured
Creditors' request to block the U.S. Department of the Treasury
from asserting rights in connection to a potential $1.5 billion
lawsuit proceeds and giving the Creditors' Committee exclusive
rights to any of the recovery, Ms. Kary said.  Judge Gerber,
however, clarified that the ruling is without prejudice to
underlying issues in the dispute between the creditors and the
Treasury, Ms. Kary related.

The Debtors and certain federal entities have agreed to a creation
of an environmental response trust with a $773-million funding.
The settlement agreement will be among the modifications to be
incorporated in the Disclosure Statement and the Plan.

A formal order reflecting the Bankruptcy Court's ruling is not yet
available in the Court's public dockets.

                       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: Old GM Settles Environmental Claims for $773MM
--------------------------------------------------------------
Motors Liquidation Company and its debtor affiliates submitted to
U.S. Bankruptcy Judge Robert Gerber for approval a $773-million
environmental response trust consent decree and settlement
agreement they entered with the United States Government and 15
other parties.

The signing parties are the states of Delaware, Illinois, Indiana,
Kansas, Michigan, Missouri, New Jersey, New York, Ohio, and
Wisconsin; the Commonwealth of Virginia; the Louisiana Department
of Environmental Quality; the Massachusetts Department of
Environmental Protection; the Department of Environmental
Protection of the Commonwealth of Pennsylvania, and the Saint
Regis Mohawk Tribe.

Under the Settlement Agreement, the Debtors will place certain
properties and other assets of the Debtors into an environmental
response trust to resolve disputes relating to the Properties, a
schedule of which is available for free at:

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

The Environmental Response Trust will:

  (1) conduct, manage or fund certain environmental actions with
      respect to certain of the Properties, including the
      migration of hazardous substances emanating from certain
      of the Properties, in accordance with the Settlement
      Agreement and the Trust Agreement;

  (2) reimburse the agency designated for each Property for
      Environmental Actions it conducts or has agreed to pay for
      with respect to the Properties; to own certain of the
      Properties, carry out administrative and property
      management functions related to the Properties and pay
      associated administrative costs; and

  (3) try to sell or transfer the Properties owned by the
      Environmental Response Trust with the objective that they
      be put to productive or beneficial use.

The Debtors will make a payment of $641,434,945 to fund the
Environmental Response Trust.  The Debtors will also pay or cause
to be paid to an expendable trust to be established pursuant to
Section 6 of Chapter 6A of the Massachusetts General Laws
$786,944, and a trust fund specified by Section 807 of the
Illinois Administrative Code $102,390.

The Environmental Response Trust funding amount consists of:

  (i) a Minimum Estimated Property Funding Account containing
      funding with respect to each Property totaling
      $295,036,131;

(ii) a Reserve Property Funding Account containing funding with
      respect to each Property totaling $52,065,197;

(iii) a Long Term OMM Property Funding Account containing
      funding for each Property totaling $84,099,794;

(iv) a Cushion Funding Account totaling $68,233,823;

  (v) an Administrative Funding Account for $102,000,000; and

(vi) an Administrative Funding Reserve Account totaling
      $40,000,000.

A property in Massena, New York will receive the biggest funding
for cleanup totaling $120,860,604.  According to The Wall Street
Journal, the property is designated as a Superfund site where GM
disposed of polychlorinated biphenyls or PCBs, when it
manufactured aluminum diecasting for 50 years.  The Saint Regis
Mohawk, which is a signatory to the Settlement Agreement, owned
the property, the Journal notes.

EPLET, LLC, is appointed as the trustee to administer the
Environmental Response Trust in accordance with the Settlement
Agreement and the Trust Agreement, a full-text copy of which is
available for free at:

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

The Administrative Trustee will, among other things, manage the
Cushion Funding Account.  The Cushion Funding Account provides
portfolio-wide backup funding with respect to any of the
Properties where the Minimum Estimated Property Funding and
Reserve Property Funding have been exhausted, or the Long Term
OMM Property Funding has been exhausted, and additional funding
is necessary to undertake or complete the Environmental Action.
The Cushion Funding Account will also provide funding with
respect to Properties where no funding is allocated and
unforeseeable conditions are discovered or arise which require
funding to undertake Environmental Action.

The Governments have entered into the Settlement Agreement and
the Trust Agreement in significant reliance on the availability
of the Cushion Funding Account for any of the Properties.  In
order to preserve funding in the account, there will be a
presumption against using Cushion Funding absent the compliance
of certain steps.

On the effective date of the Plan and simultaneously with the
payments to the Environmental Response Trust, Debtors will
transfer, assign and deliver to the Environmental Response Trust
all of their rights, title, and interest in and to each of the
Properties.

After the establishment and funding of, and the conveyance of the
Properties owned by Debtors to, the Trust, the Debtors and their
successors will have no further role or residual interest with
respect to the Trust or the Properties other than as expressly
provided in the Settlement Agreement, nor will they have any
further liability in connection with the matters resolved in the
Settlement Agreement, including all environmental claims and
other environmental liabilities asserted in any proof of claim
filed by the Governments with respect to the Properties, other
than as expressly reserved in the Settlement Agreement.

The Settlement Agreement will be subject to a 30-day public
comment period.  If the U.S. or any State or Tribe taking public
comment withdraws or withholds its consent to the Settlement
Agreement before the Effective Date, the Settlement Agreement will
be void and have no further force and effect.  The St. Regis
Mohawk Tribe has already filed a notice formally consenting to the
Settlement Agreement.

More importantly, the Debtors will incorporate the Settlement
Agreement into the Plan and approval of the Settlement Agreement
will be a condition precedent to confirmation of the Plan.  A
full-text copy of the Settlement Agreement is available for free
at http://bankrupt.com/misc/gm_environmentlsettlementpact.pdf

Lisa P. Jackson, the administrator of the Environmental Protection
Agency, referred to the trust as the largest environmental trust
in U.S. history, according to a public statement.  "We are happy
to have a path forward that addresses the needs of former auto
communities," Ms. Jackson noted in the statement.

                        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: Committee Plea on Term Loan Litigation 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.

Judge Robert Gerber, however, denied the Official Committee of
Unsecured Creditors' request, according to Bloomberg News.  Judge
Gerber however said that the ruling is without prejudice to
underlying issues in the dispute between the creditors and the
Treasury, Bloomberg adds.

A formal ruling is not yet available in the Court's dockets.

Export Development Canada, as one of the DIP Lenders, adopted the
objection of the U.S. Department of the Treasury to the Official
Committee of Unsecured Creditors' Motion to Enforce Final DIP
Order.

The U.S. Department of the Treasury asked the Bankruptcy Court
to deny the Creditors Committee's request, citing that the request
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.

                        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)


GENOA HEALTHCARE: Moody's Gives Stable Outlook, Puts 'Ba3' Rating
-----------------------------------------------------------------
Moody's Investors Service changed the outlook of Genoa Healthcare
Group, LLC, to stable from negative as the company amended and
extended its revolving credit facility's maturity date to 2012.
Moody's assigned a Ba3 rating to the amended and extended
revolving credit facility.  Concurrently, Moody's affirmed the
ratings of Genoa including the B2 corporate family and probability
of default ratings and the Ba3 rating on the company's first lien
term loan as well as the B3 rating on the second lien term loan.

These rating actions were taken:

  -- Corporate family rating, affirmed at B2;

  -- Probability of default rating, affirmed at B2;

  -- $12 million, First Lien Revolving Credit Facility, due 2012,
     assigned Ba3 (LGD2, 23%);

  -- $100 million ($82.7 million outstanding) First Lien Term
     Loan, due 2012, affirmed at Ba3 (LGD2, 23%);

  -- $50 million Second Lien Term Loan, due 2013, affirmed at B3,
     LGD assessment changed to LGD4, 66% from LGD4, 64%;

  -- $20 million, First Lien Revolving Credit Facility, due 2010,
     rated Ba3 (LGD2, 23%), withdrawn.

                        Ratings Rationale

The B2 corporate family rating considers the company's moderate
debt leverage and interest coverage for the B2 ratings category.
Concurrently, the B2 corporate family rating remains constrained
by Genoa's revenue concentration in Florida and reliance on
Medicaid reimbursement.

The stable outlook takes into consideration the expectation of
good liquidity despite the reduction in the company's revolving
credit facility size to $12 million from $20 million in
conjunction with the recent amendment in August 2010.  In
addition, the stable outlook reflects reduced refinancing risk as
the company has no substantial debt maturities prior to mid-2012
and considers expected near-term stability in the reimbursement
environment as Medicaid rates have been set through June 2011.

Given Genoa's high revenue concentration in Florida and the
longer-term pressures expected on federal and state reimbursement,
Moody's do not anticipate an upgrade in the near-term.

The outlook could be changed to negative or the ratings could be
downgraded if Florida implements material reductions to Medicaid
reimbursement to skilled nursing facilities resulting in negative
pressures to the company's financial performance.  Further, if the
company adopts an aggressive acquisition strategy that results in
additional leverage, Moody's could downgrade the ratings.

Headquartered in Tampa, FL, Genoa, through its subsidiaries,
provides skilled nursing and specialty healthcare services in
skilled nursing facilities throughout the state of Florida.  The
company also provides consulting and administrative services
through contractual arrangements.  The company operates the
Florida facilities through leases with independent third parties
and does not own any of the real property associated with the
facilities.  Revenues for fiscal 2009 were $662 million.


GEORGIA-PACIFIC LLC: S&P Raises Corporate Credit Rating From 'BB+'
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
ratings on Atlanta-based Georgia-Pacific LLC and its subsidiaries
to 'BBB' from 'BB+'.  The rating outlook is positive.

At the same time, S&P raised the issue-level rating on the
company's senior secured credit facilities to 'BBB+' from 'BBB',
the issue-level ratings on GP's guaranteed senior unsecured notes
to 'BBB' from 'BB+', and the issue-level ratings on the senior
unsecured notes (nonguaranteed) to 'BBB-' from 'BB'.

S&P also withdrew the recovery ratings on GP's issues given the
'BBB' corporate credit rating, as Standard & Poor's typically does
not assign recovery ratings on rated debt of companies with
investment-grade ratings.  The senior secured debt is rated one
notch above the 'BBB' corporate credit rating to reflect S&P's
view that lenders to the senior facilities continue to benefit
from perfected security interests in the pledged collateral of the
company.  The ratings also incorporate S&P's expectations that GP
will continue to reduce the amount of senior secured debt in its
capital structure with internally generated cash flow or through
the issuance of unsecured debt.

The nonguaranteed senior unsecured notes are rated one notch below
the corporate credit rating to reflect the sizable priority
liabilities, including the secured credit facilities and
guaranteed senior unsecured debt that currently rank ahead of
these notes.

"The upgrade recognizes the greater-than-expected progress GP has
made in strengthening its credit measures through better cash flow
and higher debt reduction, which has caused us to revise S&P's
view of GP's financial risk profile to significant from
aggressive," said Standard & Poor's credit analyst Pamela Rice.
In S&P's view, the diversity of GP's business portfolio is
sustaining its EBITDA at more than $3 billion per year despite
having only modest earnings from its large building products
business given challenging construction markets.  Key drivers of
the recent earnings improvement include higher-than-expected
prices for packaging, wood products, pulp, and consumer products,
and moderating raw material costs.  Moreover, S&P believes the
company will make substantial progress to address its large 2012
debt maturity in a timely manner, and that GP's financial policies
should enable it to sustain an investment-grade rating.

The rating action also reflects S&P's expectations for additional
improvement in the company's financial risk profile as the U.S.
economy and housing markets gradually recover over the
intermediate term.  In S&P's view, the company should be able to
generate free cash flow of between $750 million and $1.5 billion
in each of the next few years, which S&P believes it will continue
to use to reduce debt.  GP's adjusted debt was $13 billion at
June 30, 2010, and adjusted debt to EBITDA was 3.6x, near the 3.5x
leverage that S&P consider to be in line with the rating for GP
given S&P's view of the company's business risk profile as strong.
S&P could raise the ratings if the company strengthens its credit
measures such that S&P believed adjusted leverage would be 3x or
below and funds from operations to debt would be near 25%.  Any
upgrade would also consider GP's progress in addressing the
$4.1 billion of debt that currently matures in the next two years,
as well as S&P's view of its parent's potential support.


GERMANTOWN SETTLEMENT: Withdraws Plan Amid Objections
-----------------------------------------------------
Christopher K. Hepp at The Philadelphia Inquirer reports that
Germantown Settlement has withdrawn its plans to come out of
bankruptcy in the face of opposition from its key creditors.

According to the report, one of those creditors, the city's
Redevelopment Authority, notified Germantown Settlement that it
intended to reclaim and sell the Germantown YWCA, which Settlement
bought with a $1.3 million RDA loan.

Kristen MacBeth at BankruptcyHome.com reports that Germantown
Settlement faces continued opposition from creditors in the
Company's effort to exit Chapter 11.  The plan is being challenged
by creditors including Pennsylvania's  Redevelopment Authority
(RDA), Nova Bank, and Parke Bank.  The current bankruptcy plan
would cost city taxpayers an estimated $1.8 million, according to
BankruptcyHome.

BankruptcyHome relates that under the Plan, in order to cover the
debts, the non-profit intended to refinance its properties and
obtain private donations to continue operations.  The RDA accuses
the Germantown Settlement of not having any financing and no means
of funding the proposal, BankruptcyHome.com reports.

The Redevelopment Authority plans to foreclose on the Debtor's
Germantown YMCA, which was recently damaged by a fire, as well as
the nearby Germantown Community Center.  The creditors hope to use
the property in order to recoup funds from the buildings $7.2
million mortgage, says Ms. MacBeth.

                    About Germantown Settlement

Germantown Settlement is a social-service provider funded by
taxpayers in Philadelphia.

Philadelphia, Pennsylvania-based Germantown Settlement, aka
Germantown Community Center, filed for Chapter 11 protection
(Bankr. E.D. Pa. Case No. 10-12615) on April 1, 2010.  Its
affiliate, Greater Germantown Housing Development Corporation,
also filed for Chapter 11 bankruptcy protection  (Bankr. E.D. Pa.
Case No. 10-12614).  Germantown Settlement estimated its assets
and debts at $1 million to $10 million as of the petition date.
Greater Germantown estimated its assets and debts at $10 million
to $50 million.

Judge Bruce I. Fox presides over the Chapter 11 cases.  Albert A.
Ciardi, III, Esq., and Thomas Daniel Bielli, Esq., at Ciardi
Ciardi & Astin, P.C., serve as the Debtors' counsel.


GINA TCHIKOVANI: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Gina Meneses Tchikovani
        40 Buck Court
        Woodside, CA 94062

Bankruptcy Case No.: 10-34144

Chapter 11 Petition Date: October 20, 2010

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

Judge: Thomas E. Carlson

Debtor's Counsel: Oxana Kozlov, Esq.
                  LAW OFFICES OF OXANA KOZLOV
                  649 Dunholme Way
                  Sunnyvale, CA 94087
                  Tel: (650) 814-7708
                  E-mail: okozlov@gmail.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 creditors together with its
petition.


GLICK REALTY: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Glick Realty Corp
        Provost & Colrick
        201 Catherine St
        Elizabeth, NJ 07201

Bankruptcy Case No.: 10-42443

Chapter 11 Petition Date: October 20, 2010

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

Judge: Donald H. Steckroth

Debtor's Counsel: Edward F. Colrick, Esq.
                  PROVOST & COLRICK, PA
                  77 Main Street
                  Freehold, NJ 07728
                  Tel: (732) 462-6262
                  Fax: (732) 462-6538
                  E-mail: mpc6262@aol.com

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

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

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

The petition was signed by Doris Glick, president.


GRACEWAY PHARMACEUTICALS: S&P Keeps Developing Watch on CC Rating
-----------------------------------------------------------------
Standard & Poor's said that its 'CC' issue-level rating on
Graceway Pharmaceuticals LLC's first-lien debt remains on
CreditWatch with developing implications, where it was placed on
Sept. 17, 2010.  The '4' recovery rating remains unchanged.

The 'CC' issue-level rating remains on CreditWatch despite the
amendment and covenant holiday the company received on its first-
lien debt last Friday.  Graceway continues to face a number of
challenges, in particular a weak liquidity position, with
significant near-term cash needs.  Zyclara's PDUFA date for
external genital wart indication is Dec. 15, 2010 and, if
approved, the company will incur significant costs to launch for
that indication.  Moreover, under terms of the amendment, the
company has to make amortization payments on the first-lien debt
beginning November 2010 and ending March 2011.  Separately, if an
agreement with second-lien lenders cannot be reached prior to the
expiration of the standstill period, at the end of February 2011,
the second-lien lenders could push the company into bankruptcy.

The 'SD' corporate credit rating remains unchanged.

                           Ratings List

                   Graceway Pharmaceuticals LLC

          Corporate Credit Rating                  SD/--

                  Ratings Remain On CreditWatch

                   Graceway Pharmaceuticals LLC

      First-Lien Debt                          CC/Watch Dev
        Recovery Rating                        4


GREEN MOUNTAIN: Moody's Assigns 'Ba3' Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service assigned first-time ratings for Green
Mountain Coffee Roasters, Inc., including a provisional (P)Ba3
Corporate Family Rating, (P)B1 Probability of Default Rating and
SGL-3 Speculative Grade Liquidity Rating.  Moody's also assigned a
(P)Ba3 to $1.35 billion of proposed senior secured bank
facilities.  Moody's will assign definitive ratings after the
company completes the proposed bank debt offering.  The rating
outlook is stable.

                        Ratings Rationale

The (P)Ba3 Corporate Family Rating reflects the expanding base and
growing retail acceptance of GMCR's category-leading Keurig
single-serve coffee brewers that in turn drive sales of its high-
margin "K-Cup" coffee cartridges.  The rating also reflects the
company's aggressive growth strategy that has involved the rapid
consolidation of K-Cup licensees over the past 18 months in four
separate transactions valued at $1.4 billion, including the
$890 million pending acquisition of Canada-based Van Houtte, Inc.
The resulting leverage from these acquisitions is moderated by the
high operating profit margins generated by these businesses and by
the $637 million of equity raised to partially fund them.  Moody's
do not anticipate any major integration problems with any of the
recent acquisitions based on their modest business complexity and
similarity to GMCR's core K-Cup business.  After GMCR has
consolidated the last major K-Cup licensee that is Van Houtte,
Moody's expect that GMCR will curtail its acquisition activity in
the near-term.

Of greater concern is the company's ability to manage its over 50%
organic sales growth rate, which has intensified demands on its
highly concentrated supply chain and distribution network.  The
company currently contracts with a single manufacturer in Hong
Kong to make its brewers, and in turn distributes them through a
single distributor in the United States-a material weakness in its
operations and risk management policy, in Moody's view.  In
addition, although gross cash flows have grown rapidly, the
incremental working capital and plant expansion required to keep
up with rapid brewer and K-Cup demand has consumed substantially
all of GMCR's operating cash flow generation.  As a result,
Moody's expect that negative free cash flow is likely to persist
for the foreseeable future, and that GMCR could exhaust
availability under its bank facilities within the next 18 to 24
months unless it raises additional financing.

GMCR should be able to sustain reasonable access to the capital
markets in the intermediate term based on its modestly leveraged
credit profile, its recent successful raise of $250 million of
equity from Italian coffee roaster Lavazza, and its current public
equity capitalization of over $4 billion.

"GMCR's heavy reliance on external financing raises liquidity
concerns, but overall financial leverage should remain in an
acceptable range for the Ba3 rating, based on Moody's expectation
that wider adoption of the Keurig machines will drive operating
profits from K-Cup sales at a rate faster than the company's debt
incurrence," said Brian Weddington, Moody's senior credit officer.

At closing of the Van Houtte acquisition, expected in late 2010,
Moody's estimates proforma debt to EBITDA at 4.1 times, declining
to below 3.25 times by the end of fiscal 2011.

GMCR competes against the major coffee producers like Kraft and
Sara Lee, many of which market their own brewing platforms in the
single-serve coffee format.  Moody's anticipates that eventually
GMCR will also face direct competition in the manufacturing and
marketing of Keurig-compatible coffee cartridges (i.e. K-Cups)
from these companies as well as from smaller coffee roasters
looking to develop new sales channels.

"Competitive pressures are likely to intensify after 2012 when two
of GMCR's key patents expire, which will likely lead to a gradual
decline in the company's K-Cup market share and profit margins, "
added Weddington.  "For this reason, Moody's expects GMCR to
strengthen its debt protection measures over the next 18 months
and sustain them at levels that are stronger than typical for a
Ba3 rated company."

Finally, Moody's cautions that an ongoing SEC investigation into
the company's revenue recognition practices could have
consequences to GMCR's credit ratings if the outcome is
significantly more negative than anticipated.

The proceeds from the new bank facilities will be used to
refinance approximately $275 million in existing debt and to fund
the $890 million acquisition of Van Houtte, a transaction that was
announced on September 14, 2010.  At closing, Moody's expect
approximately $575 to be drawn under the proposed $750 million
revolving credit facility.

Ratings assigned:

Green Mountain Coffee Roasters, Inc.

  -- Corporate Family Rating at (P)Ba3;

  -- Probability of Default Rating at (P)B1;

  -- Speculative Grade Liquidity Rating at SGL-3;

  -- $750 million senior secured bank revolving credit facility
     due 2015 at (P)Ba3 (LGD-3, 30%);

  -- $250 million senior secured bank Term Loan A due 2015 at
     (P)Ba3 (LGD-3, 30%);

  -- $350 million senior secured bank Term Loan B due 2016 at
     (P)Ba3 (LGD-3, 30%).

The proposed senior credit facilities will be secured by a first
priority lien on substantially all the assets of GMCR and domestic
subsidiaries and by 65% of the capital stock of GMCR's non-U.S.
subsidiaries (principally, the Canadian operations).  The domestic
subsidiaries, which will be guarantors under the proposed
agreement, on a proforma basis generate approximately 75% of total
revenues and EBITDA.

Material terms of the bank agreement have not been finalized,
including financial covenants and pricing, thus, definitive
ratings on the bank facilities are subject to Moody's review of
final documentation.

The SGL-3 rating is based on Moody's expectation that GMCR will
have adequate liquidity over the next twelve months, but will be
reliant on revolver borrowings to fund operations.  Following the
funding of the Van Houtte acquisition, Moody's expect the company
to have $175 million of availability under its proposed 5-year
$750 million revolving credit facility.  The company will use this
availability to fund working capital needs that typically peak in
the fourth quarter as the company builds brewer inventory for the
holiday season.  Given the company's high demands for growth
capital, Moody's does not anticipate positive free cash flow
generation in the near-term.

The bank debt instrument ratings reflect both the overall
probability of default (as reflected in the (P)B1 PDR) and a
below-average mean family loss given default assessment of 30% (or
an above-average mean family recovery estimate of 65%), in line
with Moody's LGD Methodology and typical treatment for an all-
first-lien bank senior secured debt capital structure.

                        Corporate Profile

Green Mountain Coffee Roasters, Inc. based in Waterbury, Vermont,
is a manufacturer of specialty coffee and other hot beverages, and
single serve coffee brewing systems.  The company's operations are
managed through two business units.  The Specialty Coffee business
unit produces coffee, tea and hot cocoa from its family of brands,
including Tully's Coffee(R), Green Mountain Coffee(R), Newman's
Own(R) Organics coffee, Timothy's World Coffee(R) and Diedrich(R),
Coffee People(R) and Gloria Jeans(R), a licensed trademark.  The
Keurig business unit manufactures gourmet single-cup brewing
systems.  GMCR produces the K-Cup(R) portion packs for Keurig(R)
Single-Cup Brewers.  Moody's estimates that fiscal 2010 sales
totaled $1.3 billion.


GREENFIELD SOUTH: S&P Withdraws 'BB-' Rating on Senior Loan
-----------------------------------------------------------
Standard & Poor's Ratings Services said it withdrew its 'BB-'
preliminary issue-level rating and '3' preliminary recovery rating
on Greenfield South Power Corp.'s proposed US$335 million senior
secured term loan facility due 2015.  The loan was to finance the
construction of a 293 megawatt combined-cycle gas turbine power
plant in Mississauga, Ont.  S&P withdrew the rating following the
company's decision to postpone the issue.  In the event Greenfield
decides to relaunch it, S&P could reassign a rating, basing it on
its assessment of the project economics at that time.


HARLEQUIN ENTERTAINMENT: Voluntary Chapter 11 Case Summary
----------------------------------------------------------
Debtor: Harlequin Entertainment Group LLC
          dba Brownies 23 East
        23 East Lancaster Avenue
        Ardmore, PA 19003

Bankruptcy Case No.: 10-19031

Chapter 11 Petition Date: October 19, 2010

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

Judge: Magdeline D. Coleman

Debtor's Counsel: Allen B. Dubroff, Esq.
                  ALLEN B. DUBROFF ESQUIRE & ASSOCIATES, LLC
                  101 Greenwood Avenue, Fifth Floor
                  Jenkintown, PA 19046
                  Tel: (215) 635-7200
                  Fax: (215) 635-7212
                  E-mail: allen@dubrofflawllc.com

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

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

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

The petition was signed by Anna C. Arena, sole managing member.


HOST HOTELS: Fitch Assigns 'BB-' Rating to $500 Mil. Notes
----------------------------------------------------------
Fitch Ratings has assigned a 'BB-' rating to the $500 million
aggregate principal amount of 6% senior notes due 2020 proposed by
Host Hotels & Resorts, L.P, the sole general partner of Host
Hotels & Resorts, Inc.  The Rating Outlook is Stable.  Fitch
currently rates Host:

Host Hotels & Resorts, Inc.

  -- Issuer Default Rating 'BB-'.

Host Hotels & Resorts, L.P.

  -- IDR 'BB-';
  -- Bank credit facility 'BB-';
  -- Senior notes 'BB-';
  -- Exchangeable senior debentures 'BB-'.

The net proceeds of the offering will be used to redeem
$250 million or more of the company's 7 1/8% series K senior notes
due November 2013 and for general corporate purposes, future
acquisitions or additional debt repayment.  Host's 'BB-' IDR
reflects that the company's property-level results and leverage
ratios have stabilized at levels consistent with the 'BB-' rating
for a hotel real estate investment trust.  Fitch anticipates mid
single-digit revenue per available room growth in 2011, and thus
incremental improvements in earnings over the medium term.

The Stable Outlook centers on the steps taken by management to
raise various sources of capital, which have improved Host's
financial position.  The company has accessed both the equity and
debt capital markets and its cash balance and level of retained
cash flow have provided ample liquidity for the existing ratings.
In addition, the Stable Outlook reflects the quality of Host's
portfolio and unencumbered asset coverage of senior obligations,
which Fitch anticipates will improve over the next 12-24 months.

Lodging demand has recovered from the recession more quickly than
Fitch, and most industry observers, expected heading into 2010.
As a result, in March 2010 Fitch revised the Rating Outlooks for
lodging C-Corps and REITs to Stable from Negative.  If demand
trends continue to improve and macroeconomic trends do not
deteriorate meaningfully lodging REITs and C-Corps could see
positive rating momentum within the next six months.

As indicated in 'The Penthouse View: Fitch's Cross-Sector Lodging
and Timeshare Outlook,' dated Dec.  2, 2009, Fitch's initial
demand recovery expectation called for a 3%-5% decline in 2010
industrywide RevPAR and low single-digit growth in 2011.  Fitch
updated that view multiple times in rating commentaries during
March and April, and the improvement has been sustained over the
past few months even as macroeconomic trends have softened.
Fitch's current base case outlook now incorporates U.S.
industrywide RevPAR growth in the mid-single digit range in 2010
and slightly better mid-single digit growth in 2011.  In addition,
the supply outlook is also improving, providing an attractive
supply/demand backdrop for industry fundamentals over the next
couple years.

Hotel transaction volume has also picked up in recent months,
which indicates that investors are becoming increasingly
comfortable buying into a lodging recovery and that bid/ask
spreads for hotel assets have narrowed.  This bodes well for C-
Corps that plan on strategically selling assets, such as Starwood
and raises acquisition risk concerns for lodging REITs, such as
Host.  That concern is somewhat mitigated by Host's solid asset
transaction track record and the likely distressed nature of
potential acquisition targets amid the improving industrywide
supply/demand outlook over the near to medium term.

While the demand improvement is encouraging, Fitch notes that the
improvement in year-over-year comparisons is relative to a very
weak travel demand period, and it remains to be seen if the
improvement will be sustained against more difficult comparisons
and as global economic stimulus packages roll off in upcoming
quarters.  Given the large monetary and fiscal imbalances created
in response to the credit crisis, Fitch expects the path back to
steady-state global economic growth will be choppy and fragile,
with uncertainty regarding the level of, or potential for
additional economic stimulus programs.  Although lodging issuers
have positioned themselves well from an operating and financial
standpoint, risks of a double-dip recession or disruptions in the
capital markets remain very much intact, although Fitch believes
the probability of a double-dip recession is low.

Fitch's current economic forecast calls for annual U.S. GDP growth
of 2.5%-2.7% from 2010-2012, with world economic growth slightly
faster at 2.9%-3.2% over that time frame.  If economic trends
progress toward that slow growth scenario, lodging companies may
shift financial policies in the near term and become more growth
oriented and/or shareholder-friendly, in Fitch's view.  Fitch will
continue to review capital allocation policies when considering
the potential for positive rating actions over the next six
months.

Headquartered in Bethesda, MD, Host Hotels & Resorts, Inc., owns
113 luxury and upscale hotel properties totaling 63,000 rooms, and
is the largest lodging REIT in the National Association of Real
Estate Investment Trust's composite index.  As of Sept. 10, 2010,
Host had $12.1 billion in total assets and shareholders' equity of
$6.1 billion.


IMAGE ENTERTAINMENT: June 30 Balance Sheet Upside-Down by $826,000
------------------------------------------------------------------
Image Entertainment, Inc., filed its quarterly report on Form
10-Q, reporting a net loss applicable to common shareholders of
$41,000 on $17.5 million of revenue for the three months ended
June 30, 2010, compared with a net loss of $3.0 million on
$23.7 million of revenue for the same period ended June 30, 2009.

At June 30, 2010, the Company had a working capital deficit of
$8.1 million compared to a working capital deficit of $6.3 million
at March 31, 2010.

The Company's balance sheet at June 30, 2010, showed $66.6 million
in total assets, $50.5 million in total liabilities, $6.0 million
in Series B convertible preferred stock, $10.9 million in Series C
convertible preferred stock, and a stockholders' deficit of
$826,000.

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

               http://researcharchives.com/t/s?6cd3

                    About Image Entertainment

Chatsworth, Calif.-based Image Entertainment, Inc. (Other OTC:
DISK.PK) -- http://www.image-entertainment.com/-- is an
independent licensee and distributor of entertainment programming
in North America.


J RAY MCDERMOTT: S&P Withdraws 'BB' Corporate Credit Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services said that it has withdrawn its
'BB' corporate credit rating on McDermott (J. Ray) S.A. (J. Ray)
at the company's request.  The outlook on the rating was stable
prior to the withdrawal.

J. Ray is a 100% wholly owned subsidiary of McDermott
International Inc. (BB/Stable/--), the borrower under the
company's revolving credit facility.


JERRY COIL: Case Summary & 6 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Jerry Dean Coil
        8145 War Glory Place
        Pleasanton, CA 94566

Bankruptcy Case No.: 10-72082

Chapter 11 Petition Date: October 20, 2010

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

Judge: Edward D. Jellen

Debtor's Counsel: Darya Sara Druch, Esq.
                  LAW OFFICES OF DARYA SARA DRUCH
                  1 Kaiser Plaza, #480
                  Oakland, CA 94612
                  Tel: (510) 465-1788
                  E-mail: ecf@daryalaw.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/canb10-72082.pdf


JERRY TOPOLOS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Joint Debtors: Jerry James Topolos
               Christine Diane Topolos
               1012 Chenery Street
               San Francisco, CA 94131

Bankruptcy Case No.: 10-34156

Chapter 11 Petition Date: October 20, 2010

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

Judge: Thomas E. Carlson

Debtors' Counsel: James F. Beiden, Esq.
                  LAW OFFICES OF JAMES F. BEIDEN
                  840 Hinckley Road, #245
                  Burlingame, CA 94010
                  Tel: (650) 697-6100
                  E-mail: attyjfb@yahoo.com

Estimated Assets: $0 to $50,000

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

A list of the Joint Debtors' 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/canb10-34156.pdf


JETBLUE AIRWAYS: 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


KAR AUCTION: Moody's Gives Positive Outlook, Affirms 'B2' Rating
----------------------------------------------------------------
Moody's Investors Service raised KAR Auction Services, Inc.'s
ratings outlook to positive from negative and upgraded the
Speculative Grade Liquidity Rating to SGL-2 from SGL-3.
Concurrently, all other ratings were affirmed, including KAR's B2
Corporate Family Rating.

The change in outlook to positive from negative reflects
considerable improvement in key credit metrics and Moody's
expectation that KAR will continue to reduce debt over the near
term.  Since December 2008, KAR has permanently reduced
outstanding debt by approximately $500 million while margin
expansion has resulted in significant EBITDA growth.  Including
Moody's standard adjustments for items such as operating leases
and receivable securitizations, financial leverage (total debt /
EBITDA) has declined to 5.9 times as of June 30, 2010, from 7.3
times at the end of 2008.  Over the same period, interest coverage
has improved to 2 times from 1 time.

The upgrade in the liquidity rating to SGL-2 from SGL-3 reflects
KAR's good liquidity profile, characterized by strong cash flow
generation and significant revolver availability.  Additionally,
as of June 30, 2010, KAR reported cash on hand of $289 million.

The B2 CFR is constrained by high financial leverage, despite debt
reductions, and Moody's expectation that the supply of used cars
will remain weak and potentially worsen in 2011 and 2012.  KAR's
whole car auction revenues are largely volume-driven and the
industry's supply of vehicles is projected to be negatively
impacted in the near-term due to an expected shortage of off-lease
vehicles.  Because new lease originations plummeted in 2008 and
2009 during the credit crisis, the number of vehicles coming off-
lease approximately 3-5 years later is estimated to drop
significantly.  Off-lease vehicles have historically represented a
meaningful percentage of the whole car auction industry's supply.
Partly mitigating this concern is the potential for a supply
shortage to drive higher used car prices and thus higher revenues
per transaction, though pricing strength may not fully offset
volume weakness.  The ratings continue to be supported by the
recession-resistant nature of KAR's combined revenue streams,
national scale, and relatively high margins.  For further
information, refer to the credit opinion to be posted on
moodys.com.

Moody's raised this rating:

* Speculative Grade Liquidity rating, to SGL-2 from SGL-3

Moody's affirmed these ratings (and adjusted the LGD point
estimates, as noted):

* Corporate Family Rating -- B2

* Probability of Default Rating -- B2

* $250 (formerly $300) million senior secured revolving credit
  facility due 4/2013 - Ba3 (to LGD2, 26% from LGD2, 27%)

* $1,220 (formerly $1,565) million senior secured term loan due
  10/2013 - Ba3 (to LGD2, 26% from LGD2, 27%)

* $150 million senior unsecured floating rate notes due 5/2014 --
  B3 (to LGD5, 76% from LGD5, 74%)

* $450 million senior unsecured 8.75% notes due 5/2014 -- B3 (to
  LGD5, 76% from LGD5, 74%)

* $199 (formerly $425) million senior subordinated 10% notes due
  5/2015 -- Caa1 (to LGD6, 94% from LGD6, 92%)

The most recent rating action on KAR Auction Services, Inc.
(formerly KAR Holdings, Inc.) occurred on January 26, 2009, when
Moody's affirmed the B2 CFR and changed the outlook to negative
from stable.

Headquartered in Carmel, IN, KAR is a leading provider of vehicle
auction services in North America.  The company provides whole car
auction services (dba ADESA), salvage auction services (dba
Insurance Auto Auctions, or IAAI), and floorplan financing (dba
Automotive Finance Corporation, or AFC).  In the twelve months
ended June 30, 2010, KAR reported revenues of $1.8 billion.


KINETIC CONCEPTS: Patent Ruling Won't Affect Moody's 'Ba2' Rating
-----------------------------------------------------------------
Moody's commented that there is no impact to the Ba2 Corporate
Family Rating or stable outlook of Kinetic Concepts following a
patent ruling that found in favor of competitor Smith & Nephew.

Kinetic Concepts, Inc., headquartered in San Antonio, Texas, is a
global medical technology company with leadership positions in
advanced wound care, regenerative medicine and therapeutic support
systems (i.e., medical beds).  The company's advanced wound care
systems incorporate proprietary Vacuum Assisted Closure, or V.A.C.
technology.  KCI entered the regenerative medicine/soft tissue
repair market with the acquisition of LifeCell in May 2008.  KCI
reported revenues of approximately $2.0 billion for the twelve
months ended June 30, 2010.


LERMA PATTUGALAN: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Lerma Pattugalan
        707 Carriage House Drive
        Arcadia, CA 91006

Bankruptcy Case No.: 10-55153

Chapter 11 Petition Date: October 20, 2010

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

Judge: Ernest M. Robles

Debtor's Counsel: Philip E. Koebel, Esq.
                  P.O. Box 94799
                  Pasadena, CA 91109
                  Tel: (626) 797-6342
                  Fax: (626) 410-1149
                  E-mail: lawofpek@gmail.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 creditors together with its
petition.


LINCOLN HOLDINGS: S&P Puts 'B' Rating on CreditWatch Positive
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it has placed its
ratings on St. Louis-based Lincoln Holdings Enterprises Inc.,
including the 'B' corporate credit rating, on CreditWatch with
positive implications.  The action follows the announcement by SKF
AB (A-/Stable/--) that it has agreed to acquire Lincoln Holdings
for $1 billion in cash on a debt-free basis.

Lincoln's ratings will benefit from SKF's higher credit quality,
whose ratings are higher than Lincoln's current 'B' corporate
credit rating.  As of Sept. 30, 2010, Lincoln had about
$427 million in debt outstanding.

"S&P will monitor events as they occur," said Standard & Poor's
credit analyst Helena Song.  "Upon completion of the acquisition
and full repayment of debt by Lincoln, S&P will likely withdraw
the corporate credit rating."


LOGAN CIRCLE: Files for Chapter 11 Bankruptcy Protection
--------------------------------------------------------
Logan Circle Spectrum, LLC filed for Chapter 11 protection (Bankr.
S.D. Fla. Case No. 10-41914) on October 20, 2010, in Miami,
Florida.

Logan Circle operates the Mova Lounge gay bar in Washington D.C.
The Debtor estimated assets of $50,000 to $100,000 and $500,000 to
$1,000,000.

Logan Circle owner Babak Movahedi, who signed the petition, said
he has no plans of closing the bar, Chris Geidner at MetroWeekly
reports.

In its schedules, Logan Circle Spectrum disclosed liabilities of
more than $874,000 and assets of less than $75,000.  The filing,
MetroWeekly notes, lists more than $550,000 owed to PNC Bank --
$91,000 of which is a Small Business Administration loan and
$130,000 owed to a person referred to as a family member of
Mr. Movahedi and $79,000 apparently owed to Mr. Movahedi himself.

Mr. Geidner, according to MetroWeekly, says nearly half of the
assets include a $36,000 security deposit on its District
property, which is located at 1435 P St. NW.  The filing notes
that more than twice the security deposit -- $77,745 -- is owed to
the landlord, Harlet Enterprises Inc., which is run by David Lett.


MARHABA PARTNERS: Plan Confirmation Hearing Resumes October 26
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas has
continued until October 26, 2010, at 3:00 p.m., the hearing to
consider confirmation of Marhaba Partners Limited Partnership's
proposed Plan of Reorganization.

As reported in the Troubled Company Reporter on June 9, 2010,
according to the Disclosure Statement, the Plan provides that the
Reorganized Debtor will continue owning all of the properties, the
obligations to the secured Lenders will be satisfied by the sale
or refinance of the properties, an equity infusion or consensual
modification of the loan obligations.

Distributions will be made holders of allowed claims using a
combination of available cash on hand as of the effective date,
allotted funds made available through any equity contribution, and
income generated from sale, refinance or operations of the
properties.

As part of the Plan, the Debtor will dedicate $100,000 for pro
rata distribution to holders of General Unsecured Claims
commencing on March 31, 2011.  Any claim attributable to any
deficiency amount in the event any property is foreclosed upon by
a secured lender will be an unsecured claim.

The Plan provides for pro rata payment to all holders of Allowed
General Unsecured Claims.  However, during the pendency of these
bankruptcy cases, several Claims in this Class have already
received certain payments from the Debtor on account of utility
deposits.  Any postpetition amounts paid by the Debtor to holders
of Allowed General Unsecured Claims will serve to offset the
amounts the holders of Allowed General Unsecured Claims will
receive under this Plan.

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

The Debtor is represented by:

     John F. Higgins, Esq.
     Elizabeth C. Freeman, Esq.
     PORTER & HEDGES, L.L.P.
     1000 Main Street, 36th Floor
     Houston, Texas 77002
     Tel: (713) 226-6000
     Fax: (713) 226-6231

                      About Marhaba Partners

Houston, Texas-based Marhaba Partners Limited Partnership filed
for Chapter 11 bankruptcy protection on January 5, 2010 (Bankr.
S.D. Texas Case No. 10-30227).  In its schedules, the Debtor
disclosed $202,288,728 in assets and $70,486,867 in liabilities as
of the petition date.


MARK IV: Cleanup Obligations Not Discharged Under Plan
------------------------------------------------------
In Mark IV Industries, Inc., plaintiff, v. The New Mexico
Environment Department, and Chant Family II Limited Partnership,
Defendants/Counterplaintiffs, v. Mark IV Industries, Inc.,
Counterdefendant (Bankr. S.D.N.Y. Adv. Proc. No. 09-1507), Mark IV
seeks to obtain a declaratory judgment pursuant to 28 U.S.C. Sec.
2201(a) that its environmental cleanup and remediation obligations
to NMED constituted a claim that was discharged pursuant to the
plan confirmation order and 11 U.S.C. Sec. 1141, and that any
attempt by NMED to enforce those environmental obligations would
violate 11 U.S.C. Sec. 362(a)(1).  NMED contests the discharge.
Chant and the United States Environmental Protection Agency
intervened, and support NMED's position.  Mark IV and NMED each
moved for summary judgment.

The Hon. Stuart M. Bernstein holds that Mark IV's equitable
obligation to cleanup the property located at 14800 Central
Avenue, SE in Albuquerque, New Mexico, is not a "claim."  Hence,
it was not discharged, and 11 U.S.C. Sec. 362(a)(1) does not
apply.  Accordingly, NMED's motion is granted and Mark IV's cross-
motion is denied.

A copy of Judge Bernstein's order dated October 21, 2010, is
available at http://is.gd/gfryKfrom Leagle.com.

                          About Mark IV

Headquartered in Amherst, New York, Mark IV Industries, Inc., --
http://www.mark-iv.com/-- is a privately held leading global
diversified manufacturer of highly engineered systems and
components for vehicles, transportation infrastructure and
equipment.  The company's systems and components are designed to
promote a cleaner and safer environment and include power
transmission, air admission and cooling, advanced radio frequency,
and information display technologies.  The company has a
geographically diverse innovation, marketing and manufacturing
footprint, and employs 4,200 people across 18 manufacturing and 20
distribution/technical centers in 16 countries.

Mark IV filed voluntary petitions for reorganization on April 30,
2009 (Bankr. S.D.N.Y. Lead Case No. 09-12795).  Attorneys at
Skadden, Arps, Slate, Meagher & Flom LLP, served as the Debtors'
counsel.  Personnel at Zolfo Cooper served as restructuring
advisors.  Houlihan Lokey served as Investment bankers and
financial advisors and Sitrick and Company was tapped as public
relations advisor.  Steven M. Fuhrman, Esq., at Simpson Thacher &
Bartlett LLP, represented JPMorgan Chase Bank, N.A., the First
Lien Agent and the DIP Agent.  Scott L. Hazan, Esq., at
Otterbourg, Steindler, Houston & Rosen, P.C., represented the
Creditors' Committee.

The Debtors disclosed $100 million to $500 million in assets and
more than $1 billion in debts when they filed for bankruptcy.


MDC PARTNERS: S&P Raises Issue-Level Rating on Debt to 'BB-'
------------------------------------------------------------
Standard & Poor's Ratings Services revised its recovery rating on
the senior unsecured debt of Toronto, Canada-based marketing
services company MDC Partners Inc. to '4' from '5'.  The recovery
rating of '4' indicates S&P's expectation of average (30% to 50%)
recovery for debtholders in the event of a payment default.  S&P
also raised its issue-level rating on this debt to 'BB-' -- at the
same level as its 'BB-' corporate credit rating on the company --
from 'B+', in accordance with its notching criteria for a recovery
rating of '4'.  The recovery rating revision reflects an increase
in S&P's estimated enterprise value at the time of its simulated
default.

The corporate credit rating on MDC Partners is 'BB-' and the
rating outlook is negative.  The rating reflects S&P's expectation
that the company will maintain adequate liquidity and achieve
healthy revenue growth in 2010, but that fully adjusted leverage
will remain above S&P's 4.25x threshold at the current rating
level due to recent debt-financed acquisitions.  Based on current
operating trends, and barring further meaningful debt-financed
acquisitions, S&P believes the company can reduce leverage below
its threshold in 2011.

                          Ratings List

                        MDC Partners Inc.

           Corporate Credit Rating      BB-/Negative/--

                         Ratings Revised

                        MDC Partners Inc.

                                          To      From
                                          --      ----
             Senior Unsecured             BB-     B+
               Recovery Rating            4       5


MEADOWCRAFT INC: Lenders Sue Samuel Blount et al. for Fraud
-----------------------------------------------------------
Penny L. Pool at the Randolph Leader reports that Wells Fargo Bank
and other lenders to Meadowcraft Inc. sued Samuel Blount and other
former company officials for fraud in Jefferson County Circuit
Court.  Mr. Blount denied any involvement in the fraud.

Former official named in the lawsuit include Larry Maynor, Jerry
Camp, Walter Markle, Brandon Moore and William Echols were named
defendants, according to the report.

The report relates that the lawsuit alleges senior management
altered the Company's financial statements to overstate earnings
and later fabricated or altered records pertaining to inventory,
sales and accounts receivables to obtain tens of millions of
dollars of additional credit.  The lenders were ultimately owed
$64 million when the Company was forced into involuntary
bankruptcy.  The suit says 2008 net income was overstated by more
than $12 million and assets by $20 million.

Birmingham, Alabama-based Meadowcraft, Inc. --
http://www.meadowcraft.com/-- sells iron casual outdoor
furniture, accessories, cushions, and umbrellas.  Wells Fargo
Bank, NA, RZB Finance LLC, and Burdale Financial Limited filed an
involuntary petition for Chapter 11 bankruptcy for Meadowcraft on
March 30, 2009 (Bankr. D. Del. Case No. 09-10988).  The
creditors claimed that the Company owed them almost $64 million.


MICHAEL MENA: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Joint Debtors: Michael Christopher Mena
               Vasiliki Greanias Mena
               432 Gentlemen's Ridge
               Signal Mountain, TN 37377

Bankruptcy Case No.: 10-16188

Chapter 11 Petition Date: October 19, 2010

Court: United States Bankruptcy Court
       Eastern District of Tennessee (Chattanooga)

Judge: John C. Cook

Debtor's Counsel: Harry R. Cash, Esq.
                  GRANT, KONVALINKA AND HARRISON
                  Suite 900, Republic Centre
                  633 Chestnut Street
                  Chattanooga, TN 37450
                  Tel: (423) 756-8400
                  Fax: (423) 756-0643
                  E-mail: hcash@gkhpc.com

Scheduled Assets: $824,400

Scheduled Debts: $1,118,714

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


MILLENNIUM DEVELOPMENT: Owes $600,000 to Genesis Financial
----------------------------------------------------------
Kim Crompton at the Spokane Journal of Business reports that
Millennium Development LLC, a company owned by real estate
investor and developer Rob Brewster Jr., filed for Chapter 11
reorganization, listing a $600,000 debt owed to Genesis Financial
Corp., of Spokane Valley.

Millennium Development LLC is a single-asset real estate owner.
Millennium  filed for Chapter 11 protection (Bankr. E.D. Wash.
Case No. 10-05362) on Sept. 16, 2010 in Spokane.  The Debtor
estimated assets and debts of $500,000 to $1,000,000 in its
Chapter 11 petition.  Brett T. Sullivan, in Spokane, serves as
counsel to the Debtor.


MIN KANG: Case Summary & 15 Largest Unsecured Creditors
-------------------------------------------------------
Joint Debtors: Min Sik Kang
               Man Sun Kang
               8537 Old Dominion Drive
               Mc Lean, VA 22102

Bankruptcy Case No.: 10-18839

Chapter 11 Petition Date: October 19, 2010

Court: United States Bankruptcy Court
       Eastern District of Virginia (Alexandria)

Judge: Robert G. Mayer

Debtor's Counsel: Linda Dianne Regenhardt, Esq.
                  BAILEYGARY PC
                  8500 Leesburg Pike, Suite 7000
                  Vienna, VA 22182-2409
                  Tel: (703) 848-2828
                  Fax: (703) 893-9276
                  E-mail: lregenhardt@garyreg.com

Scheduled Assets: $7,551,404

Scheduled Debts: $16,745,346

A list of the Joint Debtors' 15 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/vaeb10-18839.pdf

The petition was signed by the Joint Debtors.

Debtor-affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Wesleyan Kim Inc.                      08-13577   02/27/09


MOLECULAR INSIGHT: Gets Nov. 3 Waiver Extension from Bondholders
----------------------------------------------------------------
Molecular Insight Pharmaceuticals, Inc., received a further
extension of its waiver agreement with its Bond holders, allowing
debt restructuring discussions to continue.

Earlier this year, Molecular Insight executed the waiver agreement
and subsequent amendments with holders of the Company's
outstanding Senior Secured Bonds and the Bond Indenture trustee
and announced ongoing discussions with the Bond holders concerning
a restructuring of its outstanding debt.  Under terms of the
extension announced, the Bond holders and Bond Indenture trustee
agreed to extend the waiver of a default arising from the
inclusion of a going concern explanatory paragraph in the
independent auditor's report on the Company's financial statements
for the year ended December 31, 2009, any default arising from the
Company's failure to comply with the minimum liquidity
requirements set forth in the Bond Indenture, and other technical
defaults under the Bond Indenture.  The term of the waiver is
extended until 11:59 PM Eastern Standard Time on November 3, 2010.
During this waiver extension period, the Company will continue to
discuss with its Bond holders various proposals. There are no
assurances, however, that such discussions will be successful.

The waiver continues to be subject to a number of terms and
conditions.  In the event that the waiver expires or terminates
prior to the successful conclusion of the Company's negotiations
with its Bond holders regarding the restructuring of its
outstanding debt, the Company will be in default of its
obligations under the Indenture and the Bond holders may choose to
accelerate the debt obligations under the Indenture and demand
immediate repayment in full and seek to foreclose on the
collateral supporting such obligations.  If the Company's debt
obligations are accelerated or are not restructured on acceptable
terms, it is likely the Company will be unable to repay such
obligations and may seek protection under the U.S. Bankruptcy Code
or similar relief.

                     About Molecular Insight

Cambridge, Mass.-based Molecular Insight Pharmaceuticals, Inc.
(NASDAQ: MIPI) -- http://www.molecularinsight.com/-- is a
clinical-stage biopharmaceutical company and pioneer in molecular
medicine.  The Company is focused on the discovery and development
of targeted therapeutic and imaging radiopharmaceuticals for use
in oncology.  Molecular Insight has five clinical-stage candidates
in development.

Molecular Insight had assets of US$49.39 million against debts of
US$193 million, mostly current, as of June 30, 2010.

As reported in the Troubled Company Reporter on March 17, 2010,
Deloitte & Touche LLP expressed substantial doubt about the
Company's ability to continue as a going concern after auditing
the Company's financial statements for the year ended December 31,
2009.  The independent auditors noted of the Company's
difficulties in meeting its bond indenture covenants and its
recurring losses from operations.

Molecular Insight inked with bondholders a waiver agreement that
expires August 16, 2010.  The bondholders agreed to waive a
default arising from the inclusion of a going concern explanatory
paragraph in the 2009 financial statements and other technical
defaults under the bond indenture.  The Company said that if its
debt obligations are accelerated following termination of the
waiver agreement or the debts are not restructured on acceptable
terms, it is likely the Company will be unable to repay such
obligations and may seek protection under the U.S. Bankruptcy Code
or similar relief.


MORGAN-WIGHTMAN SUPPLY: Case Summary & Creditors List
-----------------------------------------------------
Debtor: Morgan-Wightman Supply Co.
        739 Goddard Avenue
        Chesterfield, MO 63005

Bankruptcy Case No.: 10-52103

Chapter 11 Petition Date: October 20, 2010

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

Judge: Charles E. Rendlen, III

Debtor's Counsel: Robert E. Eggmann, Esq.
                  LATHROP & GAGE
                  7701 Forsyth Boulevard, Suite 400
                  Clayton, MO 63105
                  Tel: (314) 613-2800
                  Fax: (314) 613-2801
                  E-mail: reggmann@lathropgage.com

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

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

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/moeb10-52103.pdf

The petition was signed by Stuart P. Wells, CEO.


MT3 PARTNERS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: MT3 Partners, LLC
        2165 Canyon Mesa Court
        Reno, NV 89523

Bankruptcy Case No.: 10-54172

Chapter 11 Petition Date: October 22, 2010

Court: U.S. Bankruptcy Court
       District of Nevada (Reno)

Judge: Gregg W. Zive

Debtor's Counsel: Jeffrey L. Hartman, Esq.
                  HARTMAN & HARTMAN
                  510 West Plumb Lane, Suite B
                  Reno, NV 89509
                  Tel: (775) 324-2800
                  Fax: (775) 324-1818
                  E-mail: notices@bankruptcyreno.com

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

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

The petition was signed by Mark Kubinski, member/manager.

Debtor's List of 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Nevada Security Bank               --                     $250,000
3490 S. Virginia Street
Reno, NV 89502

Heritage Bank                      --                     $250,000
1401 South Virginia Street
Reno, NV 89501

SMC                                --                     $200,000
290 Gentry Way, Suite 1
Reno, NV 89502

RHP                                --                     $200,000

AJ Kirkwood & Associates           --                     $200,000

Martin Iron Works                  --                     $100,000

Washoe County Tax Assessor         --                      $80,000

Ward Young                         --                      $80,000

Aloiau Architects                  --                      $71,280

Ferrari Shields                    --                      $48,320

First Independent Bank             --                      $30,000

Aspen Mech                         --                      $29,145

Pat Pinjuv                         --                      $23,000

Ray Pezzonella                     --                      $23,000

JP - Electric                      --                      $21,880

Renown Hospital                    --                      $15,000

Rec Civil                          --                      $11,980

Aloiau Interiors                   --                       $9,970

Ward Young - Landscape             --                       $6,420

Todd & Associates                  --                       $6,125


NATIONAL CONSOLIDATED: Case Summary & Largest Unsecured Creditor
----------------------------------------------------------------
Debtor: National Consolidated Funding, LLC II
        Three Pickwick Plaza, Suite 400
        Greenwich, CT 06830

Bankruptcy Case No.: 10-52524

Chapter 11 Petition Date: October 19, 2010

Court: United States 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: $1,000,001 to $10,000,000

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

In its list of 20 largest unsecured creditors, the Company placed
only one entry:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
All Settled Partners                             $14,104
60 Long Ridge Road,
Suite 205
Stamford, CT 06902

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

Debtor-affiliates that filed separate Chapter 11 petitions:

                                                 Petition
   Debtor                              Case No.     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


NORTEL NETWORKS: Proposes L. Phillips as Mediator
-------------------------------------------------
Nortel Networks Inc. and its affiliated debtors ask the U.S.
Bankruptcy Court to appoint Layn Phillips as mediator in
connection with the allocation of the proceeds from the sale of
their assets.

Alissa Gazze, Esq., at Morris Nichols Arsht & Tunnell LLP, in
Wilmington, Delaware, says the appointment is necessary to
resolve issues concerning the distribution of the sale proceeds
and settlement of the so-called "inter-estate claims."

The Debtors earlier entered into several transactions to sell
their businesses, including their Code Division Multiple Access
and Long Term Evolution assets, Next Generation Packet Core,
Enterprise Solutions, Optical Networking and Carrier Ethernet,
Carrier VoIP and Application Solutions and Global System for
Mobile businesses.

Proceeds from the sale are held in escrow in accordance with the
Interim Funding and Settlement Agreement, which also requires the
Debtors to reach an agreement on the allocation of the proceeds.

Mr. Phillips is a partner at Irell & Manella LLP, a law firm
based in Los Angeles, and a former U.S. district judge.  He is
also a Fellow in the International Academy of Mediators.

Mr. Phillips' appointment is governed by an engagement agreement
by and among the Debtors, the Official Committee of Unsecured
Creditors, the ad hoc group of bondholders and Irell & Manella.
The engagement agreement is subject to the Court's approval.

Pursuant to the Engagement Agreement, Irell & Manella will be
paid a retained in the sum of $101,250.  More than half of the
retainer will be used for the mediation sessions while the rest
will be used for their preparation and review of case materials,
expenses for travel and lodging, among other things.

Mr. Phillips will be paid an hourly rate of $1,000, and will be
reimbursed of his actual and necessary expenses.  The Debtors and
certain parties to the Engagement Agreement are responsible for
100% of Mr. Phillips' fees and expense reimbursement.

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

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

Lora Noesen, case manager of Irell & Manella's Alternative
Dispute Resolution Center, disclosed in court papers that Mr.
Phillips has served as mediator in cases involving Ernst & Young
Inc., the firm appointed to monitor the assets of NNI's Canada-
based affiliates.  She also disclosed that there are partners at
Manella who "currently have matters adverse to Ernst & Young."

"Judge Phillips does not believe these disclosures represent a
conflict that would disqualify him from serving as the neutral
mediator," Ms. Noesen said in court papers.

Judge Kevin Gross will consider approval of the Debtors' request
at the hearing scheduled for October 14, 2010.

The filing of the Phillips Appointment Motion drew criticism from
the trustee of Nortel's U.K. pension plan, saying the motion
should have been filed earlier.

Counsel to the Nortel Pension Plan Trustee, Charlene Davis, Esq.,
at Bayard P.A., in Wilmington, Delaware, complained creditors and
other concerned parties were not given enough time to review and
prepare responses to the Appointment Motion.

"The Debtors' request to run roughshod over the procedural notice
provisions under the Bankruptcy Rules and Local Bankruptcy Rules
based on their failure to seek relief timely without adequate
justification amounts to nothing short of an abuse," Ms. Davis
said in court papers.

Ms. Davis further says they will oppose the approval of the
Motion to the extent it proposes to deny concerned parties from
participating in or from being granted observer status.

                      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: Withdraws Plan to Probe Verizon
------------------------------------------------
Nortel Networks Inc. has withdrawn its requests to investigate
and enforce the automatic stay against the affiliates of Verizon
Communications Inc.

NNI earlier filed a motion for an investigation of the Verizon
entities to determine the basis for their $11.2 million claim.
NNI filed a separate motion to enforce the automatic stay after
the Verizon entities withheld the payment of over $10.3 million
to it in light of the parties' dispute over the validity of the
$11.2 million claim.

The withdrawal of the Motions is part of a settlement between NNI
and the Verizon entities, which required the latter to continue
making payments to NNI.  The deal also prohibits the Verizon
entities from withholding payment on any additional invoices
issued by NNI unless they are granted relief from the automatic
stay by the Court.

                      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 Demel Settlement Agreement
----------------------------------------------------
Nortel Networks Inc. and its affiliated debtors seek the Court's
authority to enter into a settlement of the claims asserted by
Ernest Demel.

Under the deal, Nortel agree to reduce and allow Mr. Demel's
claim, designated as Claim No. 4643, for $125,000.  In exchange,
Mr. Demel agree to release all other claims he has against The
Prudential Insurance Company of America and several other
defendants of a lawsuit he filed before a district court to
recover on his claims.

Mr. Demel filed Claim No. 4643 to seek payment for his pension
and disability benefits as a former employee of Northern Telecom
Inc.

The Settlement provides that the proposed allowed amount of Claim
No. 4643 is only for Mr. Demel's entitlement to long-term
disability benefits.  It does not affect Mr. Demel's claim to
seek payment for retirement benefits, which is purportedly the
responsibility of the Pension Benefit Guaranty Corp.

The parties' settlement is formalized in a 6-page stipulation, a
full-text copy of which is available for free at:

      http://bankrupt.com/misc/Nortel_StipulationDemel.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: Wins Nod of Claims Settlement Protocol
-------------------------------------------------------
Nortel Networks Inc. and its affiliated debtors sought and
obtained U.S. Bankruptcy Court approval to implement a uniform
process for the settlement of pre-bankruptcy claims.

Ann Cordo, Esq., at Morris Nichols Arsht & Tunnell LLP, in
Wilmington, Delaware, says the Debtors would avoid incurring the
costs and the "administrative burden" of seeking Court approval
for each settlement if the Court approved the proposed settlement
process.

As of December 31, 2009, approximately 6,541 proofs of claim have
been filed against the Debtors' estates.

Under the proposed settlement process, the Debtors will not be
required to provide prior notice for the settlement of disputed
claims that were originally filed in an amount less than
$250,000; or claims originally filed in an amount equal to or
more than $250,000, and less than $500,000 and the claim
difference is less than $50,000.

The Debtors, however, will be required to notify the U.S. Trustee
and attorneys of the Official Committee of Unsecured Creditors in
writing of a proposed settlement if the claim was originally
filed in an amount equal to or more than $250,000 and less than
$500,000, and the claim difference is equal to or greater than
$50,000; or if the claim was originally filed in an amount equal
to or more than $500,000 and less than $1 million.

If no one files a written objection within 10 days after
receiving a Prepetition Claim Settlement Notice, the Debtors can
proceed with the settlement.  If an objection is filed and it
cannot be resolved, the claim may be settled upon further Court
order.

However, no disputed claim that was originally filed in an amount
equal to or greater than $1 million will be settled without
further Court approval.

Under the proposed settlement process, the Debtors will be
authorized to exchange mutual releases as part of any settlement
of a proof of claim.  Employees or representatives of the Debtors
who are responsible for negotiating or settling claims will be
allowed to do their task without further hearing and notice to
the Court or other concerned parties.

The Debtors want to clarify that their entry into prepetition
claims settlement, mediation or compromise negotiations does not
constitute a waiver of the automatic stay applicable to judicial,
administrative or other actions or proceedings against them.

The settlement process will not apply to any settlement of claim
where the creditor has filed multiple proofs of claim exceeding
$1 million in the aggregate; where an "insider" is involved; and
where the proof of claim was filed in a wholly unliquidated
amount.

                      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.


PETRA FUND: Updated Case Summary & Creditors' Lists
---------------------------------------------------
Debtor: Petra Fund REIT Corp.
        1370 Avenue of the Americas
        23d Floor
        New York, NY 10019

Bankruptcy Case No.: 10-15500

Type of Business: Petra Fund REIT Corp. invests in commercial
                  real estate-backed loans.

Chapter 11 Petition Date: October 20, 2010

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

Debtor's Counsel: Shaya M. Berger, Esq.
                  Dickstein Shapiro, LLP
                  1633 Broadway
                  New York, NY 10019-6708
                  Tel.: (212) 277-6500
                  Fax : (212) 277-6501
                  Email: bergers@dicksteinshapiro.com

Estimated Assets: $1 million to $10 million

Estimated Debts : $100 million to $500 million

Debtor-affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Petra Offshore Fund LP                10-15501  10/20/10
  Assets: $1,000,001 to $10,000,000
  Debts: $100,000,001 to $500,000,000

The petitions were signed by Andrew Stone, president.

Petra Fund's List of 8 Largest Unsecured Creditors:

Entity/Person                 Nature of Claim    Claim Amount
-------                       --------------     ------------

Fried, Frank Harries,         Legal Services  Unknown
Shriver, & Jacobson
One New York Place
New York, NY 10004

KBS Preferred Holding I, LLC  Money Loaned &  $65,922,650
c/o KBS REIT                  Judgment
620 Newport Ctr Dr.,
Suite 1300
Newport Beach, CA 92660

Petra Capital Management LLC  Mgt. Services   $4,900,000
1370 Avenue of the Americas
23rd Floor
New York, NY 10019

Pricewaterhouse Coopers       Accounting      Unknown

Proskauer Rose                Legal Svcs      Unknown

Schulte Roth & Zabel LLP      Legal Svcs      Unknown

Sidley Austine LLP           Legal Svcs       Unknown

Winston Strawn LLP           Legal Svcs       Unknown

Petra Offshore's List of 10 Largest Unsecured Creditors:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
KBS Preferred Holding I,   money loaned and       $65,922,650
LLC c/o KBS REIT           judement obtained
620 Newport Ctr Dr,
Ste 1300
Newport Beach, CA 92660

Petra Capital Managment    management services    $4,900,000
LLC
1370 Avenue of the
Americas, 23rd Floor
New York, NY 10019

Bear Stearns Funding Inc.  securities collateral  Unknown
c/o JP Morgan Chase
Bank, NA
270 Park Avenue,
6th Floor
New York, NY 10017

Fried, Frank Harris,       legal services         Unknown
Shriver &

Greenwich Cap. Fin. Prod   securities             Unknown

Pricewaterhouse Coopers    accounting services    Unknown

Proskauer Rose             legal services         Unknown

Schufte Roth & Zabel LLP   legal services         Unknown

Sidley Austin LLP          legal services         Unknown

Winston Strawn LLP         legal services         Unknown
New York, NY 10017


PETROLEUM & FRANCHISE: Plans to Pay Creditors in Installments
-------------------------------------------------------------
Petroleum & Franchise Capital LLC, et al., submitted to the U.S.
Bankruptcy Court for the District of Connecticut a proposed Plan
of Reorganization and an explanatory Disclosure Statement.

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

According to the Disclosure Statement, the Plan provides for (a)
the continued operations of PFF as the surviving successor entity
by way of corporate merger; and (b) payment in full of all holders
of Allowed Claims with interest and (c) retention of Allowed
Interests.

Under the Plan, DZ Bank will receive with respect to the DZ
Secured Claims: (i) the DZ Promissory Note, which will be issued
by the Reorganized Debtor in the principal amount of the Allowed
DZ Secured Claims plus any interest or other fees, subject to
Bankruptcy Court approval, accrued thereon during the Chapter 11
case.

DZ Bank AG Deutsche Zentral-Genossenschafts Bank, Frankfurt am
Main, serves as agent and for the benefit of itself and Autobahn
Funding Company, LLC.

Each Holder of an Allowed General Unsecured Claim in Class 3 will
receive from the Debtors quarterly cash payments of 12.5% of its
Allowed Claim, commencing with the first full calendar quarter
after the Effective Date and continuing until all Allowed General
Unsecured Claim in Class 3 are paid in full, totaling the
Allowed amount of the claim in full satisfaction, settlement,
release and discharge of and in exchange for the claim.

The sources of cash necessary for the Reorganized Debtor to pay
Allowed Claims under the Plan will be: (a) the cash of the
Reorganized Debtor on hand as of the Effective Date; (b) cash
arising from the operation, ownership, maintenance, and sale of
the assets owned, managed, or serviced by or at the direction of
the Debtors, including, without limitation, the DZ collateral;
(c) any cash generated or received by the Reorganized Debtor after
the Effective Date from any other source, including, without
limitation, any recoveries from the prosecution of all causes of
action and revenues from new loans generated by the Reorganized
Debtor as of the Effective Date.

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

                    About Petroleum & Franchise

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, assist 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.


POINT BLANK: Rosenbloom to Be Creditors' Board Observer
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Point Blank Solutions Inc. agreed to the appointment
of Eric J. Rosenbloom to be an observer of its board of directors.
The appointment of Mr. Rosenbloom settles a motion by the official
committee of unsecured creditors for the appointment of a Chapter
11 trustee.  Mr. Rosenbloom, who was general counsel for
Hilco/Great American Group, will report to the official committees
representing stockholders and unsecured creditors.

                        About Point Blank

Headquartered in Pompano Beach, Florida, Point Blank Solutions,
Inc. -- http://www.pointblanksolutionsinc.com/-- designs and
produces body armor systems for the U.S. Military, Government and
law enforcement agencies, as well as select international markets.
The Company maintains facilities in Pompano Beach, Florida, and
Jacksboro, Tennessee.

The Company's former chief executive officer and chief operating
officer were convicted in September 2010 of orchestrating a
$185 million fraud.

Point Blank Solutions, formerly DHB Industries, filed for
Chapter 11 protection on April 14, 2010 (Bankr. D. Del. Case No.
10-11255).  Laura Davis Jones, Esq., and Timothy P. Cairns, Esq.,
at Pachulski Stang Ziehl & Jones LLP, serve as bankruptcy counsel
to the Debtor.  Olshan Grundman Frome Rosenweig & Wolosky LLP
serves as corporate counsel.  T. Scott Avila of CRG Partners Group
LLC is the restructuring officer.  Epiq Bankruptcy Solutions
serves as claims and notice agent.

The U.S. Trustee has appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Equity Security
Holders in the case.  The Equity Committee has tapped Morrison
Cohen LLP, and The Bayard, P.A., as counsel.  Robert M. Hirsh,
Esq., and Heike M. Vogel, Esq., at Arent Fox LLP, serve as counsel
to the Creditors Committee, and Frederick B. Rosner, Esq., and
Brian L. Arban, Esq., at Messana Rosner & Stern LLP, serve as co-
counsel.


POINT PLEASANT: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Point Pleasant Residences, LLC
        17 Blueberry Hill Road
        Mahopac, NY 10541

Bankruptcy Case No.: 10-25168

Chapter 11 Petition Date: October 20, 2010

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

Judge: Caryl E. Delano

Debtor's Counsel: David W. Steen, Esq.
                  DAVID W STEEN, P.A.
                  13902 N. Dale Mabry Highway, Suite 110
                  Tampa, FL 33618
                  Tel: (813) 251-3000
                  Fax: (813) 251-3100
                  E-mail: dwsteen@dsteenpa.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
does not contain any entry.

The petition was signed by Theodosis Nicholoudis, managing member.


POWER EFFICIENCY: Board Names Raphael Diamond as Director

---------------------------------------------------------
The board of directors elected, in September 2010, Raphael Diamond
to serve on the board of directors of Power Efficiency Corporation
until the next annual meeting of the Company's stockholders or
such time as his successor is elected.

Mr. Diamond is the founder, President and CEO of Securing
America's Future Energy since 2004.  Mr. Diamond is also the
President and CEO of the Electrification Coalition since 2009, a
nonpartisan, not-for-profit group of business leaders committed to
promoting policies and actions that facilitate the deployment of
electric vehicles on a mass scale in order to combat the economic,
environmental, and national security dangers caused by our
nation's dependence on petroleum.  Prior to his roles with SAFE
and the Electrification Coalition, Mr. Diamond served as Deputy
Director of Community Outreach on Senator Joe Lieberman's 2004
presidential campaign.  Before that, Mr. Diamond was a Director at
the Washington consulting firm Fontheim International LLC, working
in all practice areas of the firm.

Prior to coming to Washington, he worked with senior executives at
Seagram Spirits and Wine Group on special projects.  Mr. Diamond
earned an Honours Bachelor of Arts from the University of Toronto
in Peace and Conflict Studies and Political Science, as well as a
Master of Arts in Law and Diplomacy from The Fletcher School.

                      About Power Efficiency

Las Vegas, Nev.-based Power Efficiency Corporation (OTC BB: PEFF)
-- http://www.powerefficiency.com/-- is a clean technology
company focused on efficiency technologies for electric motors.

As reported in the Troubled Company Reporter on April 6, 2010,
Sobel & Co., LLC, in Livingston, N.J., expressed substantial doubt
about the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has suffered recurring
losses from operations, and the Company has experienced a
deficiency of cash from operations.

The Company discloses in its latest 10-Q that it experienced a
$1.1 million deficiency of cash from operations for the six months
ended June 30, 2010, and expects significant cash deficiencies
from operations until the Company's sales and gross profit grow to
exceed its cash needs.


PREMIUM DEVELOPMENTS: IRS Wants Case Converted to Chapter 7
-----------------------------------------------------------
The Unites States of America, on behalf of the Internal Revenue
Service, asks the U.S. Bankruptcy Court for the Eastern District
of Washington to convert the Chapter 11 case of Premium
Developments, LLC, to one under Chapter 7 of the Bankruptcy Code.

The IRS explains that the Debtor failed to file federal employee
withholding returns (Form 941); and federal unemployment returns
(Form 940).  The agency notes that without the tax returns,
feasibility of any plan becomes an issue.  The Court cannot
evaluate a plan's payment schedule to determine feasibility until
all amounts owing are reasonably determined, the IRS contends.

Early this year, Robert D. Miller Jr., the acting U.S. Trustee for
Region 18, filed requests for dismissal of the Chapter 11 case
because the Debtor, a corporate entity, was not represented by
counsel and has failed to submit proof of insurance on the assets
of the estate.

                  About Premium Developments LLC

East Wenatchee, Washington-based Premium Developments, LLC, filed
for Chapter 11 bankruptcy protection on December 4, 2009, (Bankr.
E.D. Wash. Case No. 09-06746).  Allan L. Galbraith, Esq., at Davis
Arneil Law Firm LLP assists the Debtor in its restructuring
effort.  The Company estimated its assets and liabilities at
$10 million to $50 million.


PREMIUM WELL: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Premium Well Drilling, Inc
        P.O. Box 99
        Pleasanton, TX 78064

Bankruptcy Case No.: 10-54062

Chapter 11 Petition Date: October 20, 2010

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

Judge: Leif M. Clark

Debtor's Counsel: R. Glen Ayers, Jr., Esq.
                  LANGLEY AND BANACK, INC
                  745 E Mulberry, 9th Floor
                  San Antonio, TX 78212
                  Tel: (210) 736-6600
                  Fax: (210) 735-6889
                  E-mail: gayers@langleybanack.com

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

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

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

The petition was signed by Leo Quintanilla, director.


QUEENS PLAZA: Proofs of Claims Due Tomorrow
-------------------------------------------
The Hon. Robert E. Grossman of the U.S. Bankruptcy Court for the
Eastern District of New York has established October 26, 2010, at
5:00 p.m. Eastern Time, as the deadline for any individual or
entity to file proofs of claim against Queens Plaza Development,
LLC.

The Court also set March 29, 2011, at 5:00 p.m. as governmental
units bar date.

Proofs of claim must be filed by mailing or delivering the
original proof of claim by hand to the:

     U.S. Bankruptcy Court
     Eastern District of New York
     Alfonse M. D'Amato S. Courthouse
     290 Federal Plaza
     Central Islip, NY 11722

                   About Queens Plaza Development

Garden City, New York-based Queens Plaza Development, LLC, filed
for Chapter 11 bankruptcy protection on September 8, 2010 (Bankr.
E.D.N.Y. Case No. 10-77035).  Thomas A. Draghi, Esq., at Westerman
Ball Ederer Miller & Sharfstein, LLP, assists the Debtor in its
restructuring effort.  The Debtor disclosed $11,000,022 in assets
and $16,023,777 in liabilities as of the Petition Date.


QWEST COMMS: To Redeem All 3.5% Conv. Senior Notes on November 18
-----------------------------------------------------------------
Qwest Communications International Inc. said it will redeem all of
its outstanding 3.5% convertible senior notes due 2025 on Nov. 18,
2010, at a redemption price equal to 100% of principal amount of
the Notes, plus accrued and unpaid interest.  The redemption of
the Notes is required by Qwest's merger agreement with
CenturyLink, Inc.  Approximately $1.118 billion in principal
amount of the Notes remains outstanding as of Oct. 19, 2010.

Pursuant to the indenture governing the Notes, holders of Notes
may choose to surrender their Notes for conversion at any time
prior to the close of business on Nov. 17, 2010.  As permitted by
the indenture governing the Notes, Qwest will pay cash to holders
of any Notes surrendered for conversion in lieu of any shares of
Qwest common stock that would otherwise be issuable upon
conversion of such Notes.

For any Notes that have not been surrendered for conversion prior
to the close of business on Nov. 17, 2010, interest will cease to
accrue, and the Notes will be redeemed, on Nov. 18, 2010.  On
Nov. 18, 2010, holders of redeemed Notes will receive a cash
payment equal to 100% of the principal amount of such Notes, plus
accrued and unpaid interest on such Notes to Nov. 18, 2010.

Additional details regarding the redemption will be contained in
the redemption notice sent to all holders of the Notes. U.S. Bank
National Association, which is the trustee for the Notes, is
acting as paying agent with respect to the redemption.

                           About Qwest

Based in Denver, Colorado, Qwest Communications (NYSE: Q) --
http://www.qwest.com/-- offers residential customers a new
generation of fiber-optic Internet service, high-speed Internet
solutions, as well as digital home phone, wireless service
available through Verizon Wireless and DIRECTV services.  Qwest is
also the choice of 95% of Fortune 500 companies, offering a
full suite of network, data and voice services for small
businesses, large businesses, government agencies and wholesale
customers.  Additionally, Qwest participates in Networx, the
largest communications services contract in the world, and is
recognized as a leader in the network services market by leading
technology industry analyst firms.

Qwest carries a 'Ba1' corporate family and probability of default
ratings from Moody's and has 'BB' issuer credit ratings from
Standard & Poor's.

"Our high debt levels pose risks to our viability and may make us
more vulnerable to adverse economic and competitive conditions, as
well as other adverse developments," the Company said in its Form
10-K for the year ended Dec. 31, 2009.  At Dec. 31, the Company's
consolidated debt was approximately $14.2 billion.  Approximately
$5.8 billion of its debt obligations come due over the next three
years.  This amount includes $1.265 billion of our 3.50%
Convertible Senior Notes due 2025, which it may elect to redeem at
any time on or after November 20, 2010 and holders may require the
Company to repurchase for cash on November 15, 2010.

The Company's balance sheet at June 30, 2010, showed
$18.95 billion in total assets, $20.20 billion in total
liabilities, and a stockholders' deficit of $1.24 billion.

Fitch Ratings is maintaining the Rating Watch Positive on the
'BB' Issuer Default Rating assigned to Qwest Communications
International, Inc. and its subsidiaries.  Concurrently, Fitch
has affirmed the 'BBB-' issue rating assigned to Qwest's
$1.035 billion senior secured credit facility and the senior
unsecured debt issued by Qwest Corporation.  Approximately
$13.1 billion of debt outstanding as of June 30, 2010, including
$7.9 billion of debt outstanding at QC, is affected by Fitch's
action.


RANDALL DARDENELLE: Case Summary & 6 Largest Unsecured Creditors
----------------------------------------------------------------
Joint Debtors: Randall R. Dardenelle
               Sharon K. Dardenelle
                 aka Cypress Meadows
                     Cypress Flower Farm
               323 Cypress Avenue
               Moss Beach, CA 94038

Bankruptcy Case No.: 10-34142

Chapter 11 Petition Date: October 20, 2010

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

Judge: Dennis Montali

Debtors' Counsel: Craig V. Winslow, Esq.
                  LAW OFFICES OF CRAIG V. WINSLOW
                  630 N. San Mateo Drive
                  San Mateo, CA 94401
                  Tel: (650) 347-5445
                  E-mail: CVWinslow@aol.com

Scheduled Assets: $3,621,125

Scheduled Debts: $2,516,776

A list of the Joint Debtors' six largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/canb10-34142.pdf


REDHAWK LANDING: Case Summary & Largest Unsecured Creditor
----------------------------------------------------------
Debtor: Redhawk Landing LLC
        398 S 9th St Ste 260
        Boise, ID 83702

Bankruptcy Case No.: 10-03386

Chapter 11 Petition Date: October 18, 2010

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

Judge: Jim D. Pappas

Debtor's Counsel: Howard R. Foley, Esq.
                  FOLEY FREEMAN, PLLC
                  P.O. Box 10
                  Meridian, ID 83680
                  Tel: (208) 888-9111
                  E-mail: hrfoley@foleyfreeman.com

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

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

In its list of 20 largest unsecured creditors, the Company placed
only one entry:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Blaine County Treasurer   Property taxes         $4,792
219 1st Ave South
Ste 102
Hailey, ID 83333

The petition was signed by John Mackey, manager.


RICHARD PEACOCK: Case Summary & 15 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Richard Peacock
        10880 Highway A1A
        Vero Beach, FL 32963-9470

Bankruptcy Case No.: 10-42195

Chapter 11 Petition Date: October 21, 2010

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

Judge: Paul G. Hyman, Jr.

Debtor's Counsel: Bradley S. Shraiberg, Esq.
                  2385 NW Executive Center Drive, #300
                  Boca Raton, FL 33431
                  Tel: (561) 443-0801
                  Fax: (561) 998-0047
                  E-mail: bshraiberg@sfl-pa.com

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

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

Debtor's List of 15 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Internal Revenue Service           1040 for Tax Period    $304,002
P.O. Box 80110                     12/31/2009
Cincinnati, OH 45280-0010

Internal Revenue Service           1040 for Tax Period    $273,175
P.O. Box 80110                     12/31/2008
Cincinnati, OH 45280-0010

Miami-Dade Tax Collector           Real Property Taxes    $112,357
140 W. Flagler Street, Room 101
Miami, FL 33130

PNC Bank                           Motor Home              $93,240

Indian River Tax Collector         Real Property Taxes     $32,262

Guyco Electric                     Electrical Work         $15,000

Coconut Grove Business             --                       $8,000
Improvement Distr

Marriott Rewards VISA              --                       $5,000

Moffit Medical Group               Medical Services         $4,000


Seagrove P.O.A., Inc.              Property Owner's           $900
                                   Association Dues

FL Dept of Revenue                 --                      unknown

Internal Revenue Service           --                      unknown

Internal Revenue Service           --                      unknown

Internal Revenue Service           --                      unknown

Internal Revenue Service           --                      unknown


RURAL/METRO CORPORATION: Moody's Raises Corp. Family Rating to B1
-----------------------------------------------------------------
Moody's Investors Service upgraded Rural/Metro Corporation's
corporate family and probability of default ratings to B1.
Concurrently, Moody's assigned a (P) Ba1 provisional ratings to
the proposed senior secured credit facility of Rural/Metro
Operating Company, LLC, a wholly-owned subsidiary of Rural/Metro
Corporation.  The rating outlook was changed to stable from
positive.

These rating actions were taken:

Rural/Metro Corporation

  -- Corporate family rating, upgraded to B1 from B2;

  -- Probability of default rating, upgraded to B1 from B2;

  -- 12.75% senior discount notes due 2016, upgraded to B3 (LGD5,
     88%) from Caa1 (LGD5, 88%).

Rural/Metro Operating Company, LLC

  -- $100 million senior secured revolving credit facility, due
     2015, assigned (P) Ba1 (LGD2, 16%);

  -- $75 million senior secured term loan, due 2016, assigned (P)
     Ba1 (LGD2, 16%);

  -- $40 million senior secured revolving credit facility, due
     2013, affirmed at Ba3 (LGD3, 30%);

  -- $180 million ($175 million outstanding) senior secured term
     loan, due 2014, affirmed at Ba3 (LGD3, 30%).

                        Ratings Rationale

LGD point estimates are subject to change and all ratings are
subject to review of final documentation.

The proceeds from the $175 million proposed senior secured credit
facilities along with a proposed junior debt issuance are being
used to refinance the company's existing debt.

If the refinancing transactions closes as proposed, Moody's will
withdraw the ratings on the existing senior secured credit
facility and the 12.75% Senior Discount Notes, assuming
substantially all the notes are tendered.

The upgrade of the corporate family rating to B1 from B2
acknowledges expected sustained improvement in the company's
credit metrics including debt leverage, interest coverage, and
free cash flow generation as Rural/Metro has been able to reduce
uncompensated care as well as increase average patient charge.
The B1 rating currently does not take into consideration any
meaningful acquisition activity.

Rural Metro's B1 corporate family rating reflects the company's
good free cash flow generation, ability to manage uncompensated
care expense and national presence in a highly fragmented
industry.  However, the rating also considers the company's modest
size and increased pressure on rates and/or subsidies from states
and municipalities due to budgetary pressures.

The outlook could be changed to positive or ratings upgraded if
the company's adjusted free cash flow to debt increases to above
10% on a sustainable basis and debt to EBITDA declines below 3.0
times on a sustainable basis.

The outlook could be changed to negative if the company adopts a
more aggressive development or acquisition strategy, notably if
that results in additional debt leverage.  The ratings could be
downgraded if adjusted debt to EBITDA is expected to approach 5.0
times.

Rural Metro provides emergency and non-emergency medical
transportation, fire protection, airport fire and rescue and home
healthcare services in 20 states and approximately 440 communities
within the United States.  The services are provided under
contract with government entities, hospitals, healthcare
facilities and other healthcare organizations.  Net revenue for
the twelve months ended June 30, 2010 was approximately
$531 million.


SEDA FRANCE: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Seda France, Inc.
        fdba Seda France, Ltd.
        dba SedaFrance
        8301 Springdale Road, Suite 800
        Austin, TX 78724

Bankruptcy Case No.: 10-12948

Chapter 11 Petition Date: October 18, 2010

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

Judge: Craig A. Gargotta

Debtor's Counsel: Kell C. Mercer, Esq.
                  BROWN, MCCARROLL, LLP
                  111 Congress Avenue, Suite 1400
                  Austin, TX 78701
                  Tel: (512) 479-9749
                  Fax: (512) 479-1101
                  E-mail: kmercer@brownmccarroll.com

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

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

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

The petition was signed by Robert Hernandez, director.


SINCLAIR TELEVISION: Holders of 78% of Notes Agree to Buyback
-------------------------------------------------------------
Sinclair Television Group Inc. completed its tender offer for any
and all of Sinclair's outstanding 8.0% Senior Subordinated Notes
due 2012.  On October 18, 2010, holders representing approximately
78.2% in principal amount of the Notes had validly tendered and
not validly withdrawn their Notes.  This includes the results of
all holders who tendered at or prior to the early tender premium
deadline on October 1, 2010.

As part of the tender offer, Sinclair also solicited consents from
the holders of the Notes for certain proposed amendments to
eliminate substantially all of the restrictive covenants and
events of default from the indenture governing the Notes.
Adoption of the proposed amendments required the consent of the
holders of at least a majority in aggregate principal amount of
the outstanding Notes.  As announced previously, Sinclair received
the Required Consents in order to approve the proposed amendments
to the indenture governing the Notes.

Pursuant to the terms of the tender offer, holders of the
remaining $49.0 million principal amount of Notes not tendered
will no longer be entitled to the benefits of the restrictive
covenants and other provisions contained in the indenture
governing the Notes that will be eliminated by the proposed
amendments.

Sinclair expects to settle the tender offer on or around October
19, 2010 using the proceeds from its recent private placement of
$250 million aggregate principal amount of 8.375% senior unsecured
notes due 2018.

Under the terms of the tender offer, any Notes validly tendered
and not validly withdrawn on or prior to the Early Tender Premium
Deadline were purchased at a purchase price of $1,002.50 per
$1,000 in principal amount of the Notes.  Any Notes validly
tendered after the Early Tender Premium Deadline but on or prior
to the Expiration Date will be purchased at a purchase price of
$972.50 per $1,000 in principal amount.  The purchase price for
the Notes tendered at or prior to the Early Tender Premium
Deadline included an early tender premium of $30.00 per $1,000 in
principal amount. All withdrawal rights expired as of the Early
Tender Premium Deadline.

On October 19, 2010, Sinclair gave notice to the trustee of the
Notes that all of the remaining Notes not tendered in the tender
offer will be redeemed for cash on November 19, 2010 at a
redemption price of 100% of the principal amount of the Notes plus
accrued and unpaid interest.  The redemption of the Notes will be
effected in accordance with the terms of the indenture governing
the Notes and will be funded from the net proceeds from the
Private Placement and available cash on hand or borrowing capacity
under Sinclair's revolving credit facility.

                     About Sinclair Broadcast

Based in Baltimore, Maryland, Sinclair Broadcast Group, Inc.
(Nasdaq: SBGI) -- http://www.sbgi.net/-- one of the largest and
most diversified television broadcasting companies, currently owns
and operates, programs or provides sales services to 58 television
stations in 35 markets.  The Company's television group reaches
roughly 22% of U.S. television households and includes FOX,
ABC, CBS, NBC, MNT, and CW affiliates.

The Company's balance sheet at June 30, 2010, showed $1.53 billion
in total assets, $1.71 billion in total liabilities, and a
stockholders' deficit of $170.36 million.

                           *     *     *

Sinclair Broadcast has a 'B1' corporate family rating from
Moody's.  It has a 'B+' corporate credit rating from Standard &
Poor's Ratings Services.

"The CFR continues to reflect still high financial risk,
nonetheless, and the inherent cyclicality of the broadcast
television business, among other factors," Moody's said in August
2010.

"The 'B+' rating reflects S&P's expectation that Sinclair will be
able to reduce its leverage further by the end of 2010 through
revenue and EBITDA growth and lower debt balances," explained
Standard & Poor's credit analyst Deborah Kinzer in August.

Moody's Investors Service raised its ratings for Sinclair
Broadcast Group, Inc., and subsidiary Sinclair Television Group,
Inc., including the Corporate Family Rating and Probability-of-
Default Rating, each to Ba3 from B1, and the ratings for
individual debt instruments, concluding its review for possible
upgrade as initiated on August 5, 2010.  Moody's also assigned a
B2 (LGD 5, 87%) rating to the proposed $250 million issuance of
Senior Unsecured Notes due 2018 by STG.  The Speculative Grade
Liquidity Rating remains unchanged at SGL-2.  The rating outlook
is now stable.


SOUTH BAY: Sues San Diego County in Tax Dispute
-----------------------------------------------
Carla Main at Bloomberg News reports that South Bay Expressway LP
and affiliate California Transportation Ventures sued to recover
$31.5 million in property taxes they say were improperly assessed.
A trial is scheduled for Oct. 25 before U.S. Bankruptcy Judge
Louise DeCarl Adler in San Diego on whether holders of mechanics'
liens come in ahead of other secured debt in the reorganization
plan.

South Bay Expressway, L.P., dba San Diego Expressway, L.P., filed
for Chapter 11 on March 22, 2010 (Bankr. S.D. Calif. Case No.
10-04516).  Its affiliate, California Transportation Ventures
Inc., also filed for bankruptcy.

The Debtors developed and operate a four lane, nine mile express
toll road in Southern California commonly referred to as the South
Bay Expressway or State Road 125.  Both estimated assets and debts
of $500 million to $1 billion in their bankruptcy petitions.

Robert Pilmer, Esq., at Kirkland & Ellis LLP, represents the
Debtors in their restructuring effort.  PricewaterhouseCoopers LLP
is auditor and tax advisor.  Imperial Capital LLC is financial
advisor. Epiq Bankruptcy Solutions LLC serves as claims and notice
agent.

The Debtors say that as of the bankruptcy filing, they have
roughly $640 million in book value of total assets and roughly
$570 million in book value of total liabilities.


SOUTHPLACE LLP: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Southplace (America) LLP
        2425 East Camelback Road, Suite 1020
        Phoenix, AZ 85016
        Tel: (602) 955-1455

Bankruptcy Case No.: 10-33724

Chapter 11 Petition Date: October 20, 2010

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

Judge: Eileen W. Hollowell

Debtor's Counsel: Olivier Andre Beabeau, Esq.
                  GALBUT & GALBUT PC
                  2425 E. Camelback Road, #1020
                  Phoenix, AZ 85016
                  Tel: (602) 955-1455
                  Fax: (602) 955-1585
                  E-mail: obeabeau@galbutlaw.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 Andrew James Davison, joint
administrator.


SPHERIS INC: Plan Paying 23% of Unsecured Creditors' Claims
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist at Bloomberg News, reports
that the liquidating trust for Spheris Inc. said in a statement
that unsecured creditors should recover about 23% of their claims.

The Court confirmed the Plan on August 26, 2010 and the Plan was
declared effective September 20.

The disclosure statement explaining the Plan had indicated that
non-priority tax claims and other secured claims have a 100%
estimated recovery, and general unsecured claims and senior
subordinated note claims have a 22.85% estimated recovery.
Subordinated claims' estimated recovery is not available, and
equity interests have a 0% estimated recovery.

Headquartered in Franklin, Tennessee, Spheris Inc. --
http://www.spheris.com/-- is a global provider of clinical
documentation technology and services.

Spheris Inc., along with five affiliates, filed for Chapter 11 on
Feb. 3, 2010 (Bankr. D. Del. Case No. 10-10352).  Attorneys at
Young Conaway Stargatt & Taylor, LLP, and Willkie Farr & Gallagher
LLP represent the Debtors in their Chapter 11 effort.  Jefferies &
Company serves as financial advisors to the Debtors.  Attorneys at
Schulte Roth & Zabel LLP and Landis Rath & Cobb LLP serve as
counsel to the prepetition and DIP lenders.  Garden City Group
Inc. is claims and notice agent.  The petition says that assets
range from $50 million to $100 million while debts range from
$100 million to $500 million.

The estate of Spheris Inc. is now formally named SP Wind Down Inc.
after it sold the business in April.  CBay Inc.'s MedQuist Inc.
purchased the domestic business of Spheris for $98.8 million.


STEPHANIE REAM: Case Summary & 3 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Stephanie Serpa Ream
        493 Wraight Avenue
        Los Gatos, CA 95032

Bankruptcy Case No.: 10-54146

Chapter 11 Petition Date: October 20, 2010

Court: United States Bankruptcy Court
       District of Nevada (Reno)

Judge: Gregg W. Zive

Debtor's Counsel: Stephen R. Harris, Esq.
                  BELDING, HARRIS & PETRONI, LTD
                  417 W Plumb Ln
                  Reno, NV 89509
                  Tel: (775) 786-7600
                  Fax: (775) 786-7764
                  E-mail: steve@renolaw.biz

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

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

The petition was signed by Stephanie Serpa Ream.

Debtor's List of three Largest Unsecured Creditors:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
J.S. Development Company    loans                $4,662,881
716 N. Carson Street
Carson City, NV 89701

D.G.D. Development Company  loans                $447,000
716 N. Carson Street
Suite 3
Carson City, NV 89701

City National Bank          guarantee on         $1.00
1811 East College Parkway   Tahoe Dev., CA
Carson City, NV 89706


STONERIDGE INC: S&P Assigns 'B+' Rating to $175 Mil. Notes
----------------------------------------------------------
Standard & Poor's Ratings Services said it has assigned its 'B+'
issue-level rating to Stoneridge Inc.'s $175 million senior
secured notes due 2017.  At the same time, S&P assigned its
recovery rating of '4', indicating S&P's expectation that lenders
would receive average (30% to 50%) recovery in the event of a
payment default.

Proceeds of this offering, together with current cash, are being
used to repay the company's outstanding balance of $183 million,
11.5% senior notes due 2012.

The $175 million notes are senior secured obligations of existing
domestic restricted subsidiaries and future restricted
subsidiaries that guarantee the debt of the company or its
guarantors.  The notes rank equally with all existing and future
senior debt and are senior to all existing and future subordinated
debt.  The notes and guarantees are secured by first-priority
liens on substantially all of the company's and guarantors'
domestic assets, excluding accounts receivable, inventory, and
other assets securing the asset-backed credit facility.  The
senior secured notes also have second-priority liens on assets
securing the asset-backed lending facility.

The rating on Warren, Ohio-based Stoneridge (B+/Positive/--)
reflects the company's aggressive financial risk profile and weak
business risk profile.  Substantial increases in light-vehicle
production in North America and commercial-truck production in
North America and Europe, combined with substantial cost
reductions, have boosted Stoneridge's sales and profitability.
Still, S&P does not expect light-vehicle production to continue
rising as quickly next year, and S&P believes the recovery in
commercial-vehicle demand is in the early stages.

                           Ratings List

                          Stoneridge Inc.

       Corporate credit rating                B+/Positive/--

                           New Rating

                         Stoneridge Inc.

             $175 mil. sr. secured notes due 2017   B+
              Recovery rating                       4


SUNBELT CRANES: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Sunbelt Cranes, Construction & Hauling, Inc.
        200 Washington Avenue
        Dravosburg, PA 15034

Bankruptcy Case No.: 10-27460

Chapter 11 Petition Date: October 20, 2010

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

Debtor's Counsel: Robert O. Lampl, Esq.
                  960 Penn Avenue, Suite 1200
                  Pittsburgh, PA 15222
                  Tel: (412) 392-0330
                  Fax: (412) 392-0335
                  E-mail: rol@lampllaw.com

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

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

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/pawb10-27460.pdf

The petition was signed by Ray G. Anthony, president.

Debtor-affiliates that filed separate Chapter 11 petitions:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Ray Anthony International, LLC         10-26576   09/15/10
Ray G. Anthony                         10-26552   09/14/10


SUNCAL COMPANIES: Lehman Says Stay Won't Make Plan Confirmable
--------------------------------------------------------------
Lehman Commercial Paper, Inc., et al., ask the U.S. Bankruptcy
Court for the Central District of California to deny SunCal
Companies and its debtor-affiliates' request to impose a stay on
all activity by Lehman related entities.

SunCal entities have Chapter 11 cases pending before the Central
District of California while Lehman entities have chapter 11 cases
pending before the U.S. Bankruptcy Court for the Southern District
of New York.

The Lehman Entities relate that SunCal wants a stay, not just in
the cases of the Voluntary Debtors that SunCal is orchestrating,
but also in the cases of the Trustee Debtors, over which SunCal
has no authority and which hold over 80% of the Lehman Entities'
collateral.  The purported justification is to "level the playing
field" between SunCal's proposed plan of reorganization and two
plans proposed by the Lehman Entities: a plan that incorporates
the settlement between the Lehman Entities and the Trustee (the
Lehman/Trustee TD Plan) for which the Trustee is a co-proponent,
and another plan for twelve of the Voluntary Debtors that offers
those Debtors' creditors a current payment in exchange for
conveyance to the Lehman Entities of their properties.  SunCal
seeks the stay because it cannot confirm its plan without relief
from the Lehman automatic stay, both to prosecute its equitable
subordination claims and to deny LCPI the right to credit bid for
the collateral securing over $2.3 billion in loan obligations.

The Lehman Entities explain that:

   1. The Lehman stay is not the reason SunCal Plan is not
      confirmation-ready.

   2. SunCal has not even requested relief from stay from the
      Lehman bankruptcy court to deny LCPI the right to credit
      bid.

   3. SunCal alone is responsible for the delayed consideration of
      its motion for relief from stay to prosecute its equitable
      subordination claims.

    4. A stay would be unfair to creditors.

    5. A stay is unwarranted as punishment for bad behavior. The
       motion posits that SunCal deserves the assistance because
       the Lehman Entities are improperly asserting the Lehman
       automatic stay as a "sword" and are bad actors with a
       "history of prevarication."

The Lehman Entities are represented by:

     PACHULSKI STANG ZIEHL & JONES LLP
     Richard M. Pachulski, Esq.
     Dean A. Ziehl, Esq.
     10100 Santa Monica Blvd., 11th Floor
     Los Angeles, CA 90067-4100
     Tel: (310) 277-6910
     Fax: (310) 201-0760

     WEIL, GOTSHAL & MANGES LLP
     Edward Soto, Esq.
     Shai Waisman, Esq.
     767 Fifth Avenue
     New York, NY 10153-0119
     Tel: (212) 310-8000
     Fax: (212) 310-8007

                      About SunCal Companies

SunCal Companies -- http://www.suncal.com/-- has more than
250,000 residential lots and 10 million square feet of commercial
space in various stages of development throughout California,
Arizona, Nevada and New Mexico.  Some of SunCal's communities
include Amerige Heights in Fullerton, Lincoln Crossing near
Sacramento and Terra Lago and Fairway Canyon near Palm Springs.
SunCal Companies recently added an active-adult, commercial,
homebuilding, multifamily and urban divisions; and expanded to
Florida, Texas and Washington, D.C.

Irvine, California-based Palmdale Hills Property, LLC, develops
real estate property.  It filed for Chapter 11 protection on
Nov. 6, 2008 (Bankr. C. D. Calif. Case No. 08-17206).  Affiliates
who also filed separate Chapter 11 petitions include: SunCal
Beaumont Heights, LLC; SunCal Johannson Ranch, LLC; SunCal Summit
Valley, LLC; SunCal Emerald Meadows LLC; SunCal Bickford Ranch,
LLC; SunCal Communities I, LLC; SunCal Communities III, LLC; and
SJD Development Corp.

Paul J. Couchot, Esq., at Winthrop Couchot P.C., represents
Palmdale Hills in its restructuring effort.  The Company estimated
assets and debts of $100 million to $500 million in its Chapter 11
petition.

                       About Lehman Brothers

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

Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman disclosed US$639
billion in assets and US$613 billion in debts in its Chapter 11
petition, 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)


SUNSET VILLAGE: Meeting of Creditors Scheduled for Nov. 15
----------------------------------------------------------
A meeting of creditors of Sunset Village LP has been scheduled in
the Chicago, Illinois court for November 15, 2010, Carla Main at
Bloomberg News reports.

Sunset Village has filed a motion to use its lenders' cash
collateral until November 6.

Sunset Village filed for Chapter 11 protection (Bankr. N.D. Ill.
Case No. 10-45772) on October 13, 2010 in its hometown, Chicago.
Eugene Crane, Esq., at Crane Heyman Simon Welch & Clar., serves as
counsel to the Debtor.  The Debtor estimated assets and debts of
$10 million to $10 million in its Chapter 11 petition.


TACO DEL MAR: Franchise Brands to Pay $3.25MM for Business
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Franchise Brands LLC, with an offer of $3.25 million,
was the winning bidder for the assets of Taco Del Mar Franchising
Corp.  The auction had three bidders. The first bid was $1.95
million.  Franchise Brands is acquiring a business with more than
200 locations.

Unsecured creditors, with $12 million in claims on file, will
receive distributions from the portion of the sale price above
about $2 million, Bloomberg also reported, citing a court filing
by a financial adviser for the official creditors' committee.

"Franchise Brands is a company with an interest in acquiring
businesses to create a diverse portfolio ready for expansion
through franchising.  TACO DEL MAR(R) is an established brand with
name recognition.  The concept fits our preferred business model
with its ease of operation, relatively low investment and presence
in a popular foodservice category," said Franchise Brands Managing
Director, Lisa M. Oak, in a statement.

Created in 2005 with the support and guidance of the co-founders
of the SUBWAY(R) restaurant chain, Franchise Brands, LLC acquires
and or creates strategic alliances with both food and non-food
businesses that can offer growth opportunities to franchisees and
entrepreneurs worldwide.  Some of Frachise Brands' brands are
Personal Training Institute, Mama DeLuca's Pizza Now! and
HomeVestors of America Inc.

                  About Taco Del Mar Franchising

Founded in Seattle, Washington, in 1992 by brothers James and John
Schmidt, Taco Del Mar is a quick-service casual restaurant chain
inspired by southern Baja, Mexico, and coastal beach shacks known
for serving some of the tastiest burritos and tacos.  Today, Taco
Del Mar operates in more than 225 locations throughout the U.S.,
Canada and Guam.

Taco Del Mar Franchising Corp. and its affiliate, Conrad & Barry
Investments Inc., filed for Chapter 11 bankruptcy protection
(Bankr. W.D. Wash. Case No. 10-10528) on January 22, 2010.  George
S. Treperinas, Esq., at Karr Tuttle Campbell represents the Debtor
in its restructuring effort.  The Official Unsecured Creditors'
Committee is represented by Geoffrey Groshong, Esq., at Miller
Nash LLP.  The Company estimated assets at $10 million to $50
million and debts at $50 million to $100 million.


TAMARACK RESORTS: Federal Judge Denies $2 Million Loan
------------------------------------------------------
John Miller at The Associated Press reports that a federal
bankruptcy judge rejected a $2 million loan to Tamarack Resort
because Credit Suisse Group-led DIP loan proposal did not meet
federal laws, was likely to default, and had the potential to
further hurt those already owed millions by Tamarack after its
2008 collapse.

Credit Suisse was leading investors who offered the money to hire
a chief restructuring officer, pay a tardy $250,000 state land
lease to Idaho, and complete Tamarack's sale, according to The AP.

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 BEAN: Wants to Sell Jumbolair Mortgage Note for $2 Million
-----------------------------------------------------------------
Taylor, Bean & Whitaker Mortgage Corp., et al., ask the U.S.
Bankruptcy Court for the Middle District of Florida for
authorization to sell Jumbolair, Inc., Mortgage Note to Gissy
Holdings II, LLC.

The Debtor is the holder of that certain renewal and consolidation
line of credit note for business and commercial loans dated
August 28, 2008, made by Jumbolair, Inc., in the face amount of
$7,360,000.  The note is secured by a mortgage on certain real
estate in Marion County, Florida, known as Jumbolair Estates, a
luxury "fly-in" community.  The note is further secured by
personal guaranties from individuals, Jeremy E. Thayer and
Jennifer T. Thayer, owning a majority interest in Jumbolair.

Jumbolair has not made any payments on the note since January
2009.  The note matured on August 2009.

Pursuant to a loan sale agreement dated October 8, 2010, the buyer
agreed to pay $2,000,000 to the Debtors in exchange for all the
Debtors' rights and interests under the loan documents.  As
required in the agreement, the buyer deposited $200,000 with the
Debtor as earnest money.

Members of Navigant Capital Advisors, LLC, support staff marketed
the note.

                          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.


TELECONNECT INC: Completes Acquisition of  Hollandsche Exploitatie
------------------------------------------------------------------
Teleconnect Inc. said it has completed the acquisition of 100% of
Hollandsche Exploitatie Maatschappij BV in The Netherlands.  HEM,
established in 2007, developed the very effective age validation
system 'Ageviewers', which makes it virtually impossible for
minors to acquire alcohol or tobacco.

On Oct. 15, 2010, Teleconnect and HEM formalized a contract before
a Public Notary in The Netherlands, whereby Teleconnect purchased
HEM in exchange for 12% of the outstanding shares -- post issuance
-- of Teleconnect.

The purchase of HEM was subject to an assessment of the viability
of HEM's business plan by Teleconnect's management.  Also, at a
special written meeting of the stockholders, 91.69% of the
shareholders of the Teleconnect ratified the Board's decision to
complete this purchase.

The Company said, "Our assessment included, but was not limited
to, analyses of the employed technology and HEM's intellectual
property rights, as well as a thorough analysis of the market.  In
addition, a report on the value of HEM and the launch readiness of
Ageviewers were requested from independent third parties.  During
our assessment, HEM's management demonstrated the viability of the
Ageviewers solution by entering into contract with over 20 alcohol
outlets in the Netherlands for a period of 36 months -- which was
previously defined in HEM's business plan as a milestone to be
achieved before September 30th 2010."

"We have identified risk factors which could affect the success of
HEM's business. For instance, the resistance from commercial
parties that benefit from the sales of alcohol and tobacco is
expected to be well organized.  Teleconnect management believes
that despite this possible resistance and other obstacles, an
effective solution such as Ageviewers is likely to be implemented.
Teleconnect expects that in due time, the Ageviewers system can
play a prominent role in the prevention of sales of alcohol and
tobacco to minors by retail businesses."

                      About Teleconnect Inc.

Based in Breda, The Netherlands, Teleconnect Inc. (OTC: TLCO)
-- http://teleconnect.es/-- derives its revenues from continuing
operations primarily from the sale of multimedia kiosks and
hardware components to retail chains in the Netherlands. These
kiosks and components can be applied to different functions such
as recharging prepaid telephone cards.

On May 3, 2010, the Company signed a letter of intent to acquire
100% of Hollandsche Exploitatie Maatschappij BV (HEM) in The
Netherlands. The purchase price contemplated by the letter of
intent is 12% of the outstanding common stock of the Company, post
emission. The purchase of HEM is subject to due diligence by
Teleconnect as well as shareholders' approval. HEM, established
in 2007, developed an age validation system, "Ageviewers", which
utilizes the Company's products in its processes.

Teleconnect reported a net loss US$335,712 on US$111 of revenue
for the three months ended March 31, 2010, compared with a net
loss of US$312,861 on US$95,061 of revenue for the same period of
2009.

The Company's balance sheet at March 31, 2010, showed US$2,055,793
in assets, US$2,974,233 of liabilities, and a stockholders'
deficit of US$918,440.


TERREL REID: Plan Confirmation Hearing Set for November 3
---------------------------------------------------------
The Hon. Jim D. Pappas of the U.S. Bankruptcy Court for the
District of Idaho will consider at a hearing on November 3, 2010,
at 9:30 a.m., the confirmation of Terrel R. Reid and Sharon M.
Davies' Plan of Reorganization.

Any objections to the confirmation of the Plan and ballots
accepting or rejecting the Plan are due 10 days prior to the
hearing date.

As reported in the Troubled Company Reporter on May 5, according
to the Disclosure Statement, the Plan provides for the secured
claim of Bank of America to be paid in full.  With respect to
other secured creditors, the Debtors propose to maintain non-
default status by continuing payments on the debts.  The Debtors
propose paying all unsecured claims in full, with each
unsecured creditor getting full payment of its claim.

Payments and distributions under the Chapter 11 Plan will be
funded by the proceeds from the sale of the real property located
in Jackson, Wyoming, with potential further funds provided in the
form of distributions from Davies Reid, Inc., a company wholly
owned by the Debtors.

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

                         About Terrel Reid

Ketchum, Idaho-based Terrel Reid and Sharon Davies filed for
Chapter 11 bankruptcy protection on January 15, 2010 (Bankr. D.
Idaho Case No. 10-40057).  Matthew Todd Christensen, Esq., at
Angstman, Johnson & Associates, PLLC, assists the Debtors in their
restructuring efforts.  The Debtors estimated their assets and
debts at $10 million to $50 million.


TERREL REID: Says Case Dismissal Means More Funds for Unsecureds
----------------------------------------------------------------
Terrel R. Reid and Sharon M. Davies ask the U.S. Bankruptcy Court
for the District of Idaho to dismiss their Chapter 11 bankruptcy.

The Debtors relate that they have worked out a settlement with
Bank of America, their largest creditor, and project sufficient
ability to maintain the settlement payments with Bank of America.
Additionally, the Debtors are not seeking a discharge of their
debts.

The Debtors explain that allowing them to dismiss their bankruptcy
case will allow them to finish paying their creditors without the
reporting requirements and supervision of the bankruptcy court.
The Debtors will not be forced to incur the additional cost of
preparing monthly or quarterly operating reports, including the
costs of attorney and accountant fees for the same.  Additionally,
the Debtors, by dismissing their case, can avoid the additional
cost of US Trustee fees based on their disbursements.  This will,
in turn, allow more funds to be available for paying the unsecured
creditors.

The Debtors are represented by:

     Thomas J. Angstman, Esq.
     Matthew T. Christensen, Esq.
     ANGSTMAN JOHNSON
     3649 Lakeharbor Lane
     Boise, ID 83703
     Tel: (208) 384-8588
     Fax: (208) 853-0117

                         About Terrel Reid

Ketchum, Idaho-based Terrel Reid and Sharon Davies filed for
Chapter 11 bankruptcy protection on January 15, 2010 (Bankr. D.
Idaho Case No. 10-40057).  Matthew Todd Christensen, Esq., at
Angstman, Johnson & Associates, PLLC, assists the Debtors in their
restructuring effort.  The Debtors estimated their assets and
debts at $10 million to $50 million.


TERRESTAR NETWORKS: Proposes to Assume Restructuring Support Deal
-----------------------------------------------------------------
TerreStar Networks Inc. and its debtor affiliates seek authority
from the U.S. Bankruptcy Court for the Southern District of New
York to assume a certain restructuring support agreement they
negotiated with EchoStar Corporation, their largest secured
creditor.

The RSA will help pave the way for the Debtors to exit Chapter 11
with a deleveraged balance sheet and give the Debtors the best
available opportunity to maximize value for their estates,
including their stakeholders, Ira S. Dizengoff, Esq., at Akin
Gump Strauss Hauer & Feld LLP, in New York, counsel to the
Debtors, contends.

After running a full and robust process seeking debtor-in-
possession financing and a potential comprehensive restructuring,
the Debtors were able to "kill two birds with one EchoStar," Mr.
Dizengoff relates.  The Debtors, he reveals, (1) procured $75
million of "junior" DIP Financing from EchoStar, and (2)
negotiated and agreed with EchoStar on the terms of an exit
strategy, which is embodied in the RSA.

The agreed exit strategy essentially provides that EchoStar has
committed to:

  (i) backstop $100 million of a $125 million preferred stock
      rights offering, which will allow the Debtors to repay
      their DIP Financing facility in full and, if the rights
      offering is fully subscribed, finance their operations
      upon their emergence from Chapter 11; and

(ii) support the equitization of the totality of its secured
      notes, which represents more than 50% of the Debtors'
      close to $1 billion secured notes obligations.

"The agreement with EchoStar to provide the Debtors with DIP
Financing and to enter into the RSA was, without a doubt, the
most attractive restructuring alternative available," Mr.
Dizengoff asserts.

              The Restructuring Support Agreement

The Restructuring Term Sheet attached to the RSA contemplates,
among other things:

  (a) Entry into a proposed postpetition DIP financing facility,
      consisting of the $75 million DIP Facility provided by
      EchoStar, which proceeds will be used primarily to fund
      postpetition operating expenses of the Debtors incurred in
      the ordinary course of business and certain other costs
      and expenses incurred in connection with the
      administration of their Chapter 11 cases; and

  (b) The Debtors' filing of a Chapter 11 plan, and seeking
      confirmation of that plan within certain milestones.  The
      Plan will consist of:

         * holders of allowed Senior Secured Notes receiving (x)
           their pro rata share of 97% of the New Common Stock
           to be issued by TSN, and (y) rights to purchase a
           number of shares of New Preferred Stock corresponding
           to their proportionate ownership of the Senior
           Secured Notes through a $125 million rights offering,
           $100 million of which will be backstopped by
           EchoStar;

         * holders of allowed claims under the Purchase Money
           Credit Facility, which the Debtors entered into
           Prepetition with EchoStar and certain lenders, being
           repaid in cash, or at the holders' discretion,
           reinstated;

         * holders of allowed Senior Exchangeable Notes
           receiving (x) their pro rata share of [__]% of the
           New Common Stock; and (y) Rights to purchase New
           Preferred Stock;

         * holders of allowed unsecured claims at the Debtors'
           receiving (x) their pro rata share of [__]% of the
           New Common Stock; and (y) Rights to purchase New
           Preferred Stock; and

         * holders of interests in the Debtors, including
           preferred stock, receiving no distributions on
           account of the interests, with those interests being
           cancelled.

Mr. Dizengoff notes that while the Debtors believe that the
proposed Plan represents the best opportunity to maximize value
of their estates, the Debtors negotiated for a "fiduciary out'
provision in the RSA that will enable the Debtors to comply with
their fiduciary duties.  Specifically, a section of the RSA
provides, in pertinent part that:

  (a) nothing in the RSA or in the Term Sheet will require any
      Debtor, any non-debtor subsidiary or affiliate of any
      Debtor, or any of their respective directors or officers
      or agents or advisors to take any action, or to refrain
      from taking any action, to the extent that taking such
      action or refraining from taking such action would result
      in a breach of the person's fiduciary obligations under
      applicable law;

  (b) for the avoidance of doubt, the Debtors may terminate
      their obligations under the RSA by written notice to the
      Plan Sponsors only if: (i) on or after the Petition Date
      but prior to entry of a Bankruptcy Court Order authorizing
      the Debtors' assumption of the RSA pursuant to Section
      365(a) of the Bankruptcy Code, the Debtors determine in
      good faith that pursuit of an alternative course of action
      would be more favorable to their bankruptcy estates than
      consummation of the Plan, taking into account all legal,
      financial, regulatory, and other aspects of the
      alternative course of action, including litigation risks
      and potential delays; or (ii) at any time after the
      Assumption, the Debtors determine in good faith that
      pursuit of an alternative course of action would be
      superior to consummation of the proposed Plan.

The RSA, like most restructuring support agreements, contains a
number of events that will result in its termination, which
includes:

  (1) the failure to meet certain milestones in connection with
      filing and prosecution of the chapter 11 cases, including
      milestones requiring the Debtors to pursue a restructuring
      and plan process diligently and consistent with an agreed
      upon schedule;

  (2) any material modification to any terms of the
      Restructuring that is inconsistent with terms and
      conditions set forth in the Term Sheet, without the prior
      written consent of EchoStar;

  (3) withdrawal of, or the filing of a motion to withdraw, the
      Plan or submit an amended plan of reorganization or
      liquidation that is adverse to EchoStar or materially
      inconsistent with the terms and provisions of the Term
      Sheet;

  (4) the occurrence of any event, development or circumstance
      on or after June 30, 2010 that, either alone or in
      combination, has had or could reasonably be expected to
      have a material adverse effect on the business,
      operations, assets, liabilities or condition of the
      Debtors taken as a whole;

  (5) the conversion of the Chapter 11 cases to one under
      Chapter 7 of the Bankruptcy Code;

  (6) the Debtors' breach of any material provision of the Term
      Sheet; or

  (7) the occurrence and continuation of a default under the DIP
      Facility.

Specifically, with respect to the Chapter 11 Milestones, the
Debtors have agreed to pursue a restructuring in accordance with
these deadlines:

  (1) A disclosure statement and a plan consistent with the
      terms set forth in the Term Sheet filed no later than
      November 5, 2010;

  (2) an application with the Federal Communications Commission
      filed by December 14, 2010;

  (3) a final order approving the disclosure statement
      consistent with the terms set forth in the Term Sheet
      entered by the Bankruptcy Court no later than December 14,
      2010;

  (4) a hearing to confirm a plan consistent with the terms set
      forth in the Term Sheet commenced by the Bankruptcy Court
      no later than January 31, 2011;

  (5) a final order approving the confirmation of a plan
      consistent with the terms set forth in the Term Sheet
      entered by the Bankruptcy Court no later than February 14,
      2011; and

  (6) occurrence of the effective date of the Plan no later than
      May 31, 2011, or a later date that is mutually agreed.

The Term Sheet includes provisions for the automatic termination
of the RSA on the 7th business day after the occurrence of
certain Sponsor Termination Events unless waived in writing by
EchoStar before the expiration of that waiver period.

For certain other Sponsor Termination Events, the RSA will
terminate only after EchoStar provides the Debtors with written
notice of the Sponsor Termination Event and that Sponsor
Termination Event remains uncured for at least five days
following the delivery of notice.

Additionally, the Debtors may also terminate the Term Sheet and
all of the obligations of the parties to the Agreement at their
sole discretion, if (i) EchoStar breaches any material provision
in the Term Sheet; or (ii) the Chapter 11 cases are converted to
cases under Chapter 7 of the Bankruptcy Code. Should any of these
events occur, the termination of the Term Sheet will be effective
upon (i) written notice being provided to EchoStar by the
Debtors; and (ii) if applicable, the breach remaining uncured for
at least five days following EchoStar's receipt of the notice.

Full text copies of the RSA and the Restructuring Term Sheet are
available for free at:

          http://bankrupt.com/misc/TSN_RSA.pdf
          http://bankrupt.com/misc/TSN_RSATermSht.pdf

                     About TerreStar Networks

Reston, Va.-based TerreStar Corporation (NASDAQ: TSTR)
-- http://www.terrestar.com/-- is in the mobile communications
business through its ownership of TerreStar Networks, its
principal operating subsidiary, and TerreStar Global.

TerreStar Networks, in cooperation with its Canadian partners,
TerreStar Canada and TerreStar Solutions, majority-owned
subsidiaries of Trio 1 and 2 General Partnerships, plans to launch
an innovative wireless communications system to provide mobile
coverage throughout the United States and Canada using integrated
satellite-terrestrial smartphones and other devices.  This system
build out will be based on an integrated satellite and ground-
based technology intended to provide communication service in most
hard-to-reach areas and will provide a nationwide interoperable,
survivable and critical communications infrastructure.  The
Company intends to provide multiple communications applications,
including voice, data and video services.

As of June 30, 2010, the Company had four wholly owned
subsidiaries, MVH Holdings Inc., Motient Holdings Inc., TerreStar
Holdings Inc., and TerreStar New York Inc.  Motient Ventures
Holding Inc., a wholly owned subsidiary of MVH Holdings Inc.,
directly holds approximately 89.3% and 86.5% interest in TerreStar
Networks and TerreStar Global, respectively.

TerreStar Networks Inc. and Its affiliates filed voluntary
petitions for relief under Chapter 11 of the United States
Bankruptcy Code in Manhattan (Bankr. S.D.N.Y. Lead Case No.
10-15446).

The Debtors' parent, TerreStar Corporation (NASDAQ: TSTR), is not
among the Chapter 11 filers.

The Garden City Group, Inc. will act as claims and noticing agent
in the chapter 11 cases.  Michel Wunder, Esq., Ryan Jacobs, Esq.,
and Jarvis Hetu, Esq. at Fraser Milner Casgrain LLP and  Ira
Dizengoff, Esq. , Arik Preis, Esq., and Ashleigh Blaylock, Esq.,
at Akin Gump Strauss Hauer & Feld LLP ,  serve as bankruptcy
counsel to the Debtors.  Blackstone Advisory Partners LP is the
financial advisor.

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


TERRESTAR NETWORKS: Wins Interim Nod of $75MM DIP Financing
-----------------------------------------------------------
Judge Sean Lane of the U.S. Bankruptcy Court for the Southern
District of New York has permitted TerreStar Networks Inc. and
its debtor affiliates to borrow as much as $18 million, on an
interim basis, from the $75 million secured superpriority
postpetition loan the Debtors are trying to procure from EchoStar
Corporation and certain lender parties.

The Debtors have decided to enter into a secured financing
agreement with EchoStar to be able to operate their businesses
for more than a brief period during the pendency of their Chapter
11 cases.  Blackstone Advisory Partners L.P., a financial adviser
firm, assisted the Debtors in exploring the best avenue to obtain
the DIP financing on the best possible terms.

The DIP Credit Facility the Debtors were able to arrange with
EchoStar, et al., provides for these salient terms:

Borrower          : TerreStar Networks Inc.
Guarantors        : All other Debtors
DIP Agent         : The Bank of New York Mellon
Initial Lender    : EchoStar Corporation
DIP Lenders       : Certain lender parties
Final Commitment  : $75 million non-amortizing term loan facility
Interim Commitment: $18 million

Maturity          : The earlier of: (i) nine months after the
                   Petition Date; (ii) the date of the
                   acceleration of the DIP Loan; (iii) 35
                   calendar days after the entry of the Interim
                   Order, unless the Final Order will have
                   been entered; (iv) the closing date of a sale
                   pursuant to Section 363 of the Bankruptcy
                   Code of all or substantially all of the
                   Debtors' assets; or (v) the effective date of
                   a plan of reorganization in the Borrower's
                   Chapter 11 case.

Loan Proceeds     : Proceeds of the DIP Financing will be used
                   used to, among other things, fund working
                   capital and general corporate needs in
                   accordance with an Agreed Budget.

                   The official committee of unsecured
                   creditors, if and when appointed in the
                   Debtors' cases, cannot use the Cash
                   Collateral or DIP Loan to (i) object, contest
                   or raise any defense to the validity,
                   perfection, priority, or enforceability of
                   any amount due under the DIP Documents, the
                   Prepetition Loan Documents or the liens or
                   claims granted under the Interim Order, the
                   DIP Documents or the Prepetition Loan
                   Documents, or to (ii) assert any Claims and
                   Defenses or any other causes of action
                   against the DIP Agent, the DIP Lenders, the
                   Prepetition Agent, the other Prepetition
                   Secured Parties or their respective agents,
                   affiliates, subsidiaries, directors,
                   officers, representatives, attorneys or
                   advisors, in each case, solely in their
                   capacity as Prepetition Secured Parties;
                   provided, however, that up to $200,000 of the
                   Prepetition Collateral, DIP Loans, the DIP
                   Collateral or the Carve-Out may be used by
                   the Committee to investigate the validity,
                   enforceability or priority of the Prepetition
                   Obligations or the liens on the Prepetition
                   Collateral securing the Prepetition
                   Obligations, or investigate any Claims and
                   Defenses or other causes action against the
                   Prepetition Agent or the Prepetition Secured
                   Parties.

Discount          : Each DIP loan will be made available to the
                   Borrower at an original issue discount of 2%.

Interest Rate     : 15% paid in kind and added to the principal
                   amount of the DIP Loan.

Default Interest
Rate              : The rate that would otherwise be applicable
                   plus 2.00% per annum.

Fees              : Upfront Fees -- Upon the occurrence of the
                   Closing Date, the Borrower will pay to the
                   DIP Lenders an upfront fee of 3.0% on the
                   amount of that DIP Lender's commitment under
                   the DIP Financing.

                   Funding Fee -- 2% of the principal amount of
                   each Loan made by each Lender, payable on the
                   date the Loan is made.

                   Unused Commitment Fee -- 1.0% per annum on
                   the daily undrawn portion of the commitment
                   in respect of the DIP Loan, payable monthly
                   in arrears after the Closing Date, which fee
                   is to be payable in kind.

Liens and
Priorities        : The Debtors grant the following as collateral
                   securing all DIP Financing obligations,
                   subject to the Carve-Out:

                   * Liens on DIP Collateral.  Pursuant to
                     Section 364 of the Bankruptcy Code,

                     -- a fully perfected first priority
                        security interest in and lien on the
                        Unencumbered Property,

                     -- Junior Liens on property secured by the
                        Prepetition Secured Party Liens and
                        Permitted Prepetition Liens, in each
                        case subject to the Carve-Out and not
                        including any property upon which a lien
                        may not be granted pursuant to
                        applicable law, and

                     -- valid, binding, continuing, enforceable,
                        fully perfected, priming liens on
                        property secured by the TSN Secured
                        Party Liens, in each case subject to
                        prepetition liens and the Carve-Out.

                   * Future Property. The DIP Collateral
                     includes all property and assets of the
                     Debtors and their estates, including all
                     causes of action.

                   * Avoidance Actions. The DIP Collateral will
                     include the Debtors' claims and causes of
                     action arising under Sections 542-553 of
                     the Bankruptcy Code and the related
                     proceeds.

                   Priorities: Obligations under the DIP
                   Financing constitute superpriority
                   administrative expenses in the Debtors'
                   Chapter 11 cases and will be senior to the
                   Prepetition Debt obligations.

Carve-Out         : The Carve-Out applies to:

                   (i) all fees required to be paid to the Clerk
                       of the Bankruptcy Court and to the Office
                       of the U.S. Trustee under Section 1930(a)
                       of Judiciary and Judicial Procedures
                       Code;

                  (ii) fees and expenses up to $50,000 incurred
                       by a trustee under Section 726(b) of the
                       Bankruptcy Code;

                 (iii) with respect to the information officer
                       to be appointed by the Canadian Court in
                       connection with the proceedings commenced
                       pursuant to the Companies' Creditors
                       Arrangement Act (Canada) R.S.C. 1985, c.
                       C-36 as amended in the Ontario Superior
                       Court of Justice (Commercial List) in
                       Toronto, Ontario, Canada, all fees and
                       expenses required to be paid to the
                       Information Officer in connection with
                       the Canadian Proceedings, including to
                       the extent secured by the charge to be
                       granted by the Canadian Court over the
                       Debtors' assets in Canada, in the maximum
                       amount of C$125,000, to secure payment of
                       any fees and expenses of the Information
                       Officer; and

                  (iv) after the occurrence and during the
                       continuance of an Event of Default under
                       the DIP Documents, the payment of allowed
                       professional fees and disbursements
                       incurred by the Debtors or the Committee
                       after the occurrence of the Event of
                       Default not to exceed $800,000 (plus all
                       unpaid professional fees and expenses
                       allowed by the Bankruptcy Court that were
                       incurred prior to the occurrence of the
                       Event of Default);

                   provided that (X) the Carve-Out will not be
                   available to pay any professional fees and
                   expenses incurred in connection with the
                   initiation or prosecution of any claims,
                   causes of action, adversary proceedings or
                   other litigation against the DIP Agent, the
                   DIP Lenders, or the Prepetition Secured
                   Parties, (Y) so long as no Event of Default
                   will have occurred and be continuing, the
                   Carve-Out will not be reduced by the payment
                   of fees and expenses allowed by the
                   Bankruptcy Court under Sections 328, 330 and
                   331 of the Bankruptcy Code, and (Z) nothing
                   in the Interim or Final DIP Order will impair
                   the right of any party to object to the
                   reasonableness of any those fees or expenses.

Events of
Default           : The DIP Agreement sets forth a number of
                   customary events of default, which include
                   the dismissal of the Debtors' Chapter 11
                   cases, the conversion of the Debtors' cases
                   into a chapter 7 case, and the Debtors'
                   failure to pay principal, interest or fees in
                   connection with the DIP Loan.

Funding of
non-Debtor
affiliates        : The DIP Agreement provides for a $70,000 per
                   month payment made by TerreStar Networks
                   (Canada) Inc. to compensate TerreStar
                   Solutions Inc. for expenses paid on behalf of
                   TerreStar Networks (Canada) Inc., including
                   pro rata salaries of employees, payments to
                   consultants, office space rentals, utilities
                   and offices spaces from and after the
                   Petition Date permitted to be paid in
                   accordance with an Agreed Budget.

                   In addition, there will be a onetime payment
                   of no more than $7,000 to TerreStar Global
                   Ltd., the proceeds of which are used to pay
                   its taxes.

Indemnification   : The Debtors will indemnify the DIP Agent,
                   each DIP Lender and each of their respective
                   officers, directors, employees, agents,
                   advisors, attorneys and representatives of
                   each pursuant to customary indemnification
                   provisions.

The DIP Facility further requires the Debtors to achieve certain
milestones:

  (1) A plan and disclosure statement should have been filed by
      November 5, 2010.  Bankruptcy Court approval for the
      Disclosure Statement should be obtained by December 14,
      2010, and a hearing on the confirmation of the plan should
      have been commenced by January 31, 2011.  A final, non-
      appealable order confirming the proposed plan of
      reorganization should have been entered by February 14,
      2011.

  (2) By December 14, 2010, a filing, jointly with any person
      required by the Federal Communications Commission or
      Industry Canada, must have been made of (a) all necessary
      applications for approval of the transfers of control over
      all the FCC Licenses, or the transfer of assignment of all
      the Industry Canada Licenses, and related authorizations
      held by any Loan Party that are contemplated by any
      Acceptable Plan, and (b) all required notifications to the
      FCC and Industry Canada.

  (3) Within 7 days after the request of the Required Lenders
      with respect to any order issued by the Bankruptcy Court,
      a corresponding recognition order reasonably acceptable to
      the Required Lenders will have been entered in the
      Canadian Court, which order will have become final and
      non-appealable within 21 days after entry of that order by
      the Canadian Court.

  (4) A Final Order and Final Recognition Order will have
      become final and non-appealable within 60 days and 63 days
      of the entry of the Interim Order and Initial
      Recognition Order, respectively.

Nevertheless, the parties agree that failure to meet any
Milestone Requirements solely due to the action or inaction of
EchoStar, as the initial DIP Lender, will not result in a default
of any milestone.

                   Supporting Declarations

Jeffrey W. Epstein, chief executive officer of TSN, and Steve
Zelin, senior managing director of adviser firm Blackstone
Advisory Partners L.P, filed with the Court separate declarations
in support of the Debtors' DIP Financing Motion.

Mr. Epstein said that the Debtors' need for a DIP financing
cannot be understated as the Debtors' cash on hand as of the
Petition Date is less than $500,000.

Mr. Zelin related that, in addition to the EchoStar offer, the
Debtors also entertained a financing proposal from certain
financial institutions that were not current stakeholders of the
Debtors.  He noted that although the Third Party proposal offered
$250 million in DIP financing, the amount is not comparable to
the $75 million DIP Financing proposed by the EchoStar because:

  -- The DIP Financing proposal offered by the third party
     lenders would have repaid, in full, the Debtors'
     prepetition credit facility, meaning that, in effect it was
     actually only $163 million in cash proceeds to the Company;

  -- The Third Party DIP Financing proposal included a 10% cash
     interest component, for one year, incremental original
     issue discount, and commitment fees thereby further
     reducing the amount of the DIP amount from $163 million to
     $136 million; and

  -- The Third Party DIP financing assumed a longer bankruptcy,
     therefore funding more operating costs, leaving $113
     million versus the $75 million proposed by EchoStar.

Mr. Zelin further noted that EchoStar has agreed not to take any
prepetition commitment fees, thereby allowing the Debtors to
conduct an orderly Chapter 11 filing with their available
remaining cash.  Moreover, all fees related to the DIP financing
are payable in kind rather than in cash, he added.

                        Final Hearing

The Debtors are due before the Court on November 16, 2010, for a
final hearing on their postpetition financing request.

Any party-in-interest who wants to file a formal objection to the
Debtors' request has until November 9 to do so.

Full-text copies of the EchoStar DIP Credit Agreement and the
Interim DIP Order are available for free at:

    http://bankrupt.com/misc/TSN_75MMDIPCreditPact.pdf
    http://bankrupt.com/misc/TSN_InterimDIPOrder.pdf

                     About TerreStar Networks

Reston, Va.-based TerreStar Corporation (NASDAQ: TSTR)
-- http://www.terrestar.com/-- is in the mobile communications
business through its ownership of TerreStar Networks, its
principal operating subsidiary, and TerreStar Global.

TerreStar Networks, in cooperation with its Canadian partners,
TerreStar Canada and TerreStar Solutions, majority-owned
subsidiaries of Trio 1 and 2 General Partnerships, plans to launch
an innovative wireless communications system to provide mobile
coverage throughout the United States and Canada using integrated
satellite-terrestrial smartphones and other devices.  This system
build out will be based on an integrated satellite and ground-
based technology intended to provide communication service in most
hard-to-reach areas and will provide a nationwide interoperable,
survivable and critical communications infrastructure.  The
Company intends to provide multiple communications applications,
including voice, data and video services.

As of June 30, 2010, the Company had four wholly owned
subsidiaries, MVH Holdings Inc., Motient Holdings Inc., TerreStar
Holdings Inc., and TerreStar New York Inc.  Motient Ventures
Holding Inc., a wholly owned subsidiary of MVH Holdings Inc.,
directly holds approximately 89.3% and 86.5% interest in TerreStar
Networks and TerreStar Global, respectively.

TerreStar Networks Inc. and Its affiliates filed voluntary
petitions for relief under Chapter 11 of the United States
Bankruptcy Code in Manhattan (Bankr. S.D.N.Y. Lead Case No.
10-15446).

The Debtors' parent, TerreStar Corporation (NASDAQ: TSTR), is not
among the Chapter 11 filers.

The Garden City Group, Inc. will act as claims and noticing agent
in the chapter 11 cases.  Michel Wunder, Esq., Ryan Jacobs, Esq.,
and Jarvis Hetu, Esq. at Fraser Milner Casgrain LLP and  Ira
Dizengoff, Esq. , Arik Preis, Esq., and Ashleigh Blaylock, Esq.,
at Akin Gump Strauss Hauer & Feld LLP ,  serve as bankruptcy
counsel to the Debtors.  Blackstone Advisory Partners LP is the
financial advisor.

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


TERRESTAR NETWORKS: Access to Cash Collateral Approved on Interim
-----------------------------------------------------------------
TerreStar Networks Inc. and its debtor affiliates sought and
obtained permission from Judge Sean Lane of the U.S. Bankruptcy
for the Southern District of New York to continue using the Cash
Collateral of their prepetition lenders, on an interim basis.

The Debtors disclose that their current $500,000 cash on hand and
minimal cash generated from their operations will be insufficient
to pay their employees and suppliers and make the necessary
capital expenditures.  They need access to the Cash Collateral to
7provide for their working capital and for other general corporate
purposes, including for payment of any adequate protection
obligations.

The Debtors are authorized to use the Cash Collateral of their
Prepetition Secured Lenders in accordance with a prepared budget
for the 13-week period ending in December 2010, a copy of which
is available for free at:

   http://bankrupt.com/misc/TSN_13WkBudget_endedDec2010.pdf

As of the Petition Date, the instruments evidencing the Debtors'
significant indebtedness are:

                                               Amt. Outstanding
                                                  as of the
Facility                 Borrower/Issuer        the Petition Date
--------                 ---------------        -----------------
15% Senior Secured Notes Issuer: TSN              $943.9 million
Issued on 02/14/2007     Guarantors: TerreStar
Agent: U.S. Bank, N.A.   Networks Holdings
                        (Canada) Inc.,
                        TerreStar Networks
                        (Canada) Inc.,
                        TerreStar National
                        Services Inc. and
                        TerreStar License
                        Inc.

Sr. Exchangeable Notes   Issuers: TSN, TSC        $178.7 million
Issued on 02/07/08       and certain
Agent: U.S. Bank, N.A.   subsidiaries
                        Guarantors: TerreStar
                        National Services Inc.
                        and TerreStar License
                        Inc.

Purchase Money Credit    Borrower: TSN             $85.9 million
Facility or the PMCA     Collateral Agent:
Issued on 02/05/08       U.S. Bank N.A.
                        Lenders: Harbinger
                        and EchoStar

The PMCA and the Senior Secured Notes are secured by a first
priority security interest and first lien on certain of the
Debtors' assets.  Those assets, including cash on hand,
constitute Cash Collateral of the Prepetition Secured Parties.
The Senior Exchangeable Notes are unsecured obligations of the
Debtors.

Because not all of the Prepetition Secured Lenders are
participating in the proposed DIP Financing, they cannot be
deemed to have consented to the use of Cash Collateral
contemplated by the DIP Financing, Ira S. Dizengoff, Esq., at
Akin Gump Strauss Hauer & Feld LLP, in New York, clarifies.
Pursuant to Section 363(c) of the Bankruptcy Code, the
Debtors may only use cash collateral of the Prepetition Secured
Lenders subject to the consent of those parties or the grant of
adequate protection.

As adequate protection and to compensate the Prepetition Secured
Parties for any diminution in the value of their prepetition
collateral, the Court permits the Debtors to provide the
Prepetition Secured Lenders with these adequate protection liens:

  * As security for the payment of the Adequate Protection
    Obligations with respect to the PMCA, the PMCA Agent, for
    itself and for the benefit of the PMCA Lenders, is granted a
    valid, perfected replacement security interest in and lien
    on the PMCA Collateral, subject and subordinate only to
    the Permitted Prepetition Liens; the Prepetition Secured
    Party Liens; the DIP Liens; and the Carve-Out.

  * As security for the payment of the Adequate Protection
    Obligations with respect to the 15% Notes, the 15% Notes
    Trustee/Agent, for itself and for the benefit of the 15%
    Noteholders, is granted (a) a valid, perfected
    replacement security interest in and lien on the 15% Notes
    Collateral; and (b) a non-avoidable, valid, enforceable and
    perfected security interest in and lien on all of the DIP
    Collateral not included in (a), each of which will be
    subject and subordinate only to, to the extent applicable,
    the Permitted Prepetition Liens; the Prepetition Secured
    Party Liens; the DIP Liens; and the Carve-Out.

The Adequate Protection Obligations will constitute superpriority
claims as provided under Section 507(b) of the Bankruptcy Code,
with priority in payment over any and all administrative expenses
of the kinds specified or ordered pursuant to any provision of
the Bankruptcy Code, subject and subordinate only to (i) the
Carve-Out, and (ii) the Superpriority Claims granted in respect
of the DIP Obligations.

Except to the extent set forth in the Interim or Final DIP Order,
the Prepetition Secured Parties will not receive or retain any
payments, property or other amounts in respect of the 507(b)
Claims unless and until all DIP Obligations will have
indefeasibly been paid in full in cash and the commitments under
the DIP Documents have been terminated.

The Court will convene a hearing on November 16, 2010, to
consider the Debtors' request, on a final basis.

                     About TerreStar Networks

Reston, Va.-based TerreStar Corporation (NASDAQ: TSTR)
-- http://www.terrestar.com/-- is in the mobile communications
business through its ownership of TerreStar Networks, its
principal operating subsidiary, and TerreStar Global.

TerreStar Networks, in cooperation with its Canadian partners,
TerreStar Canada and TerreStar Solutions, majority-owned
subsidiaries of Trio 1 and 2 General Partnerships, plans to launch
an innovative wireless communications system to provide mobile
coverage throughout the United States and Canada using integrated
satellite-terrestrial smartphones and other devices.  This system
build out will be based on an integrated satellite and ground-
based technology intended to provide communication service in most
hard-to-reach areas and will provide a nationwide interoperable,
survivable and critical communications infrastructure.  The
Company intends to provide multiple communications applications,
including voice, data and video services.

As of June 30, 2010, the Company had four wholly owned
subsidiaries, MVH Holdings Inc., Motient Holdings Inc., TerreStar
Holdings Inc., and TerreStar New York Inc.  Motient Ventures
Holding Inc., a wholly owned subsidiary of MVH Holdings Inc.,
directly holds approximately 89.3% and 86.5% interest in TerreStar
Networks and TerreStar Global, respectively.

TerreStar Networks Inc. and Its affiliates filed voluntary
petitions for relief under Chapter 11 of the United States
Bankruptcy Code in Manhattan (Bankr. S.D.N.Y. Lead Case No.
10-15446).

The Debtors' parent, TerreStar Corporation (NASDAQ: TSTR), is not
among the Chapter 11 filers.

The Garden City Group, Inc. will act as claims and noticing agent
in the chapter 11 cases.  Michel Wunder, Esq., Ryan Jacobs, Esq.,
and Jarvis Hetu, Esq. at Fraser Milner Casgrain LLP and  Ira
Dizengoff, Esq. , Arik Preis, Esq., and Ashleigh Blaylock, Esq.,
at Akin Gump Strauss Hauer & Feld LLP ,  serve as bankruptcy
counsel to the Debtors.  Blackstone Advisory Partners LP is the
financial advisor.

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


TERRESTAR NETWORKS: Judge OKs TSN as Foreign Representative
-----------------------------------------------------------
Judge Sean Lane of the U.S. Bankruptcy Court for the Southern
District of New York has authorized TerreStar Networks, Inc. to
act as the foreign representative on behalf of the Debtors'
estates in the proceedings to be initiated pursuant to the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List) in Toronto, Ontario, Canada.

As Foreign Representative, TSN is authorized by the Bankruptcy
Court and will have the power to act in any way permitted by
applicable foreign law, including, but not limited to:

   (i) seeking recognition of the Debtors' Chapter 11 cases in
       the Canadian Proceedings;

  (ii) asking that the Canadian Court lend assistance to the
       Bankruptcy Court in protecting the property of the
       Debtors' estates; and

(iii) seeking any other appropriate relief from the Canadian
       Court that TSN deems just and proper in the furtherance
       of the protection of the Debtors' estates.

Judge Lane also seeks the aid and assistance of the Canadian
Court to recognize the Debtors' bankruptcy cases as a "foreign
main proceeding" and TSN as a "foreign representative" pursuant
to the CCAA and to recognize and give full force and effect in
all provinces and territories of Canada to the Order.

                     About TerreStar Networks

Reston, Va.-based TerreStar Corporation (NASDAQ: TSTR)
-- http://www.terrestar.com/-- is in the mobile communications
business through its ownership of TerreStar Networks, its
principal operating subsidiary, and TerreStar Global.

TerreStar Networks, in cooperation with its Canadian partners,
TerreStar Canada and TerreStar Solutions, majority-owned
subsidiaries of Trio 1 and 2 General Partnerships, plans to launch
an innovative wireless communications system to provide mobile
coverage throughout the United States and Canada using integrated
satellite-terrestrial smartphones and other devices.  This system
build out will be based on an integrated satellite and ground-
based technology intended to provide communication service in most
hard-to-reach areas and will provide a nationwide interoperable,
survivable and critical communications infrastructure.  The
Company intends to provide multiple communications applications,
including voice, data and video services.

As of June 30, 2010, the Company had four wholly owned
subsidiaries, MVH Holdings Inc., Motient Holdings Inc., TerreStar
Holdings Inc., and TerreStar New York Inc.  Motient Ventures
Holding Inc., a wholly owned subsidiary of MVH Holdings Inc.,
directly holds approximately 89.3% and 86.5% interest in TerreStar
Networks and TerreStar Global, respectively.

TerreStar Networks Inc. and Its affiliates filed voluntary
petitions for relief under Chapter 11 of the United States
Bankruptcy Code in Manhattan (Bankr. S.D.N.Y. Lead Case No.
10-15446).

The Debtors' parent, TerreStar Corporation (NASDAQ: TSTR), is not
among the Chapter 11 filers.

The Garden City Group, Inc. will act as claims and noticing agent
in the chapter 11 cases.  Michel Wunder, Esq., Ryan Jacobs, Esq.,
and Jarvis Hetu, Esq. at Fraser Milner Casgrain LLP and  Ira
Dizengoff, Esq. , Arik Preis, Esq., and Ashleigh Blaylock, Esq.,
at Akin Gump Strauss Hauer & Feld LLP ,  serve as bankruptcy
counsel to the Debtors.  Blackstone Advisory Partners LP is the
financial advisor.

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


TOMKINS FINANCE: S&P Downgrades Rating on Senior Debt to 'B'
------------------------------------------------------------
Standard & Poor's Ratings Services said it is lowering its issue-
level ratings on Tomkins Finance PLC's (Tomkins Finance Ltd. after
the closing) senior unsecured debt to 'B' from 'BBB' and removing
the ratings from CreditWatch, where they were placed on July 28,
2010, with negative implications.  S&P is also assigning a
recovery rating of '6' on the debt.  The debt consists of
GBP250 million, 6.125% notes due Sept. 16, 2015, and
GBP150 million senior unsecured Europe medium-term notes (maturing
2011).

The rating actions reflect the outcome of the company's recent
tender for these notes, which left GBP141 million of the 2015
notes and GBP109 million of the 2011 notes outstanding following
the conclusion of the tender offer.  As S&P stated in its release
of Sept. 21, 2010, S&P expected to lower the ratings on any
unsecured debt that was left outstanding following the tender
offer.  Although the company reports that cash has been set aside
for payment in full for the remaining ?141 million of 2015 notes,
S&P does not believe this arrangement meets its criteria for a
legal defeasance, so S&P continues to rate the issues based on
their recovery prospects.  The company reported that the
GBP109 million of 2011 notes will be subject to a subsequent
tender offer in the near term.  If either series of notes is fully
repaid prior to maturity, S&P would withdraw the ratings.

The ratings reflect S&P's view that the 2011 notes and the 2015
notes are currently unsecured.  The documentation contains a
negative-pledge clause whereby, as long as the notes remain
outstanding, the issuer (Tomkins Finance PLC), the guarantor, and
the guarantor's subsidiaries will not permit their assets to be
pledged in favor of any debt obligations unless the notes are
secured equally.  The definition of debt obligations does not
include bank debt or non-tradable debt.  The company does not
believe the recent leveraged buyout financing triggers the
negative pledge.

A put option is also available to the holders of the 2011 notes
and the 2015 notes if a third party acquires 50% or more of the
guarantor's (Tomkins PLC) share capital.  This option is
conditional on either Standard & Poor's or another recognized
ratings agency lowering or withdrawing its ratings on the notes to
speculative grade as a consequence of the change of control.

                          Ratings List

                         Ratings Revised

                        Tomkins Finance PLC

                                       To      From
                                       --      ----
       Senior Unsecured                B       BBB/Watch Neg
        Recovery rating                6

                           Tomkins PLC*

                                       To      From
                                       --      ----
       Senior Unsecured                B       BBB/Watch Neg
        Recovery rating                6

                * Guaranteed by Tomkins Finance PLC


TOWNE INC: Bankruptcy Court Won't Hear Owners' Spat With BMW FS
---------------------------------------------------------------
BMW Financial Services on June 22, 2009, commenced a foreclosure
proceeding against Donald and Madeline Ploetner in the Superior
Court of New Jersey, Chancery Division, Morris County.  The
Ploetners then filed counterclaims against BMW FS and BMW of North
America, as third-party defendants.  The counterclaims allege
various violations of the New York State Franchised Motor Vehicle
Dealer Act, N.Y. Veh. & Traf. Sections 460, et seq., and the New
Jersey Franchise Practices Act, N.J.S.A. 56:10-1, et seq.  BMW FS
and BMW NA argue that the claims belong to debtors Towne, Inc. and
DMD Towne, Inc. -- in which the Ploetners serve as principal
shareholders -- and, after conversion, the chapter 7 Trustee, and
were released by the Trustee pursuant to the Sale and Release
approved during the bankruptcy case.  BMW NA removed the matter to
the Bankruptcy Court on May 18, 2010, and, together with BMW FS,
now seek to dismiss the counterclaims pursuant to Federal Rule of
Civil Procedure 12(b)(6).

BMW FS was a secured lender to the Debtors.  BMW NA was a party to
several dealership agreements with the Debtors.

During the bankruptcy case, the Debtors attempted to effectuate a
sale of dealership assets and real estate pursuant to 11 U.S.C.
Sections 363 and 365.  As part of any sale agreement, however, BMW
FS and BMW NA insisted on the Debtors executing a release of
claims in favor of BMW FS and BMW NA.  The Debtors refused to
consent to a release and the Court ultimately denied the sale
motion.  Shortly thereafter, the Court, upon motion of the United
States Trustee, converted the case to chapter 7.  A chapter 7
Trustee was appointed and took control of the Debtors' estates.
On January 7, 2010, the Trustee filed a new sale motion that
included the release agreement sought by BMW FS and BMW NA.  The
Court approved the sale and the Release became effective
immediately.

The Hon. Donald H. Steckroth holds that the Bankruptcy Court does
not have jurisdiction in the matter.  Even if otherwise properly
removed by the third-party defendant, BMW NA, pursuant to Sec.
1452(a), the litigation is between non-debtor parties and lacks a
sufficiently close nexus to the bankruptcy case.  The initial
litigation in state court was a foreclosure proceeding on the real
property of a non-debtor party and can have no effect on either
the Debtor or the estate.  Judge Steckroth says the BMW entities
retain all rights under the Release granted during the bankruptcy
case and may seek dismissal of their claims pursuant thereto in
the state court.  Accordingly, the Court remands the matter to the
Superior Court of New Jersey pursuant to Sec. 1452(b).

The adversary case is BMW Financial Services, et al., v. Ploetner,
et al., Adv. Proc. No. 10-01637 (Bankr. D. N.J.), and a copy of
the Court's order dated October 21, 2010, is available at
http://is.gd/gfttTfrom Leagle.com.

Towne Inc. and DMD Towne Inc. were in business of operating BMW
automotive dealerships.  Towne and DMD Towne filed voluntary
Chapter 11 bankruptcy petitions on February 5, 2009 and April 6,
2009, respectively.  For procedural efficiency, the Court
administratively consolidated the two cases (Bankr. D. N.J. Lead
Case No. 09-12804).  Lawrence Morrison, Esq., in New York, served
as counsel to the Debtors.  Towne Inc. estimated $1 million to
$10 million in both assets and debts.


TRIBUNE COMPANY: CEO Michaels Steps Down; Executive Council Formed
------------------------------------------------------------------
Tribune Company's board of directors has appointed an Executive
Council that will assume the responsibilities of the Office of the
Chief Executive and President and oversee the company's publishing
and broadcast operations.  Randy Michaels has resigned as the
company's CEO, effective immediately.

The executive council is composed of: Don Liebentritt, Tribune's
Chief Restructuring Officer, Nils Larsen, Tribune's Chief
Investment Officer, Tony Hunter, President, Publisher and CEO of
Chicago Tribune Company and Eddy Hartenstein, Publisher and CEO of
Los Angeles Times Communications, LLC. Nils Larsen has also been
named Chairman of Tribune Broadcasting.  The Executive Council
will report directly to Tribune's board of directors.

Tribune Broadcasting President Jerry Kersting will work very
closely with the Council and will continue in his role overseeing
the company's broadcast operations, including its 23 television
stations, cable network WGN America, and WGN Radio.  The company's
Chief Operating Officer, Gerry Spector, will report directly to
the Council.

"These appointments are designed to ensure a smooth, seamless
transition of management responsibilities to a group of
experienced executives who have a strong understanding of the
company's media businesses," said Sam Zell, Tribune's Chairman of
the Board.  "The Council will provide the company with stability
and continuity as it enters what is traditionally the busiest time
of the year for its business units and their advertising partners.
Tribune has strong brands, valuable assets and innovative,
dedicated employees," Zell continued.  "Its media businesses have
generated solid financial performance through the first three
quarters of 2010 -- the company is building on that momentum."

As previously announced, Tribune expects to file a plan of
reorganization with the U.S. Bankruptcy Court for the District of
Delaware later today.

                          About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austion LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North Americal LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of December 8, 2008, the Debtors have $7,604,195,000 in total
assets and $12,972,541,148 in total debts.

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


TRIBUNE COMPANY: Files Plan of Reorganization
---------------------------------------------
Tribune Company has filed with the United States Bankruptcy Court
for the District of Delaware, a Plan of Reorganization that would
keep the company intact, sharply reduce its debt, and turn
ownership over to holders of the company's Initial and Incremental
Term Loans.

The Plan, which must still be approved by Tribune creditors and
the Court, incorporates the terms of two previously announced
settlement agreements endorsed by the mediator and reached by its
Unsecured Creditors Committee, Oaktree Capital Management, L.P.,
Angelo, Gordon & Co, L.P., and JPMorgan Chase Bank.

"We are pleased to be able to put before the court and our
creditors the previously announced settlement of LBO claims in a
plan that maximizes the value of the bankruptcy estates, preserves
all stakeholders' legitimate entitlements and enables the company
to conclude its bankruptcy proceedings as soon as possible," said
Don Liebentritt, Tribune's Chief Restructuring Officer.  "In
addition, we believe this plan has broad support within the senior
lender class, including from an ad hoc group of lenders called the
Credit Agreement Lenders, which collectively represents
approximately $5 billion of Initial and Incremental term Loans --
Oaktree, and Angelo, Gordon, are part of this ad hoc group."

Documents to be filed with the plan contain highlights of the
company's recent and projected financial performance.  The company
expects operating cash flow for full year 2010 to be $617 million,
approximately $123 million higher than 2009*.

Under the Plan, Tribune expects to continue its recently
implemented employee retirement plan, featuring a 401(k) plan with
company matching contributions and an annual discretionary profit-
sharing contribution based on the achievement of certain financial
goals; the company's employee stock ownership plan (ESOP) would
terminate and the shares held by the ESOP and in employee accounts
would be extinguished.

*Tribune Company and its subsidiaries maintain their financial
records in accordance with generally accepted accounting
principles ("GAAP"); however, the information included herein is
preliminary and includes some non-GAAP financial measures.

The Company uses cash operating expenses and operating cash flow
to evaluate internal performance.  "Cash operating expenses" are
defined as operating expenses before depreciation and
amortization, write-downs of intangible assets, stock-based
compensation, certain special items including severance, non-
operating items, and reorganization costs.  "Operating cash flow"
is defined as earnings before interest and dividend income,
interest expense, equity income and losses, depreciation and
amortization, write-downs of intangible assets, stock-based
compensation, certain special items including severance, non-
operating items, and reorganization costs.  Cash operating
expenses and operating cash flow are not measures of financial
performance under GAAP and should not be considered as a
substitute for measures of financial performance prepared in
accordance with GAAP.

                          About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austion LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North Americal LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of December 8, 2008, the Debtors have $7,604,195,000 in total
assets and $12,972,541,148 in total debts.

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


UNIVISION COMMUNICATIONS: Moody's Puts B2 Rating on $750MM Notes
----------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Univision
Communications, Inc.'s $750 million senior secured notes due 2020,
and B2 ratings to the amended and extended term loan and revolver
portion of the company's senior secured credit facility.
Univision plans to utilize the net proceeds from the note offering
to repay a portion of indebtedness outstanding under the senior
secured credit facilities.  The credit facility amendment also
favorably extends the maturity of a portion of the facility by up
to 2.5 years.  Univision's B3 Corporate Family Rating, B3
Probability of Default Rating, SGL-3 speculative-grade liquidity
rating and stable rating outlook are not affected.

Following is a summary of the rating action:

Assignments:

Issuer: Univision Communications, Inc.

  -- Senior Secured Bank Credit Facility (Term Loan), Assigned a
     B2, LGD3 - 41%

  -- Senior Secured Bank Credit Facility (Revolver), Assigned a
     B2, LGD3 - 41%

  -- $750 million Senior Secured Regular Bond/Debenture due 2020,
     Assigned a B2.  LGD3 - 41%

                        Ratings Rationale

The transactions improve Univision's maturity profile and reduce
the refinancing risk related to its significant 2014/2015
maturities, although cash interest costs will increase
meaningfully.  Univision's credit facility amendment extends the
maturity on approximately $2.5 billion (subject to any upsize) of
the remaining $6.7 billion term loan facility (after factoring in
the paydown from the note proceeds) to March 2017 from September
2014 and the bulk of the $600 million revolver to March 2016 to
March 2014.  Univision remains highly leveraged and will continue
to need access to capital markets to refinance the revised
maturity structure given projected cash generation, but the
transactions reduce the large tower in 2014 when a significant
amount of corporate debt maturities could create challenging
refinancing conditions for leveraged borrowers.

The extension of the senior secured credit facility also favorably
satisfies a material contingency (a requirement to extend at least
$3.25 billion of the 2014/2015 debt maturities) to completing the
previously announced transactions with Grupo Televisa, S.A.B.
(Televisa; Baa1, stable outlook) whereby Televisa will invest
$1.2 billion in Univision and amend its Program License Agreement
(PLA) with Univision.  Assuming the other contingency (HSR
regulatory approval) to the Televisa transactions is satisfied,
the refinancing of at least $3.25 billion of 2014/2015 maturities
paves the way for the extension of the term of the PLA to 2020
from 2017.  Moody's believes the PLA extension provides greater
certainty regarding Univision's cash flow generation over the next
10 years by locking up access to Televisa's programming over that
span.

The extended credit facility maturity will shorten to March 2015
if Univision does not utilize at least $1.1 billion of the
$1.2 billion to be invested by Televisa to repay by January 29,
2015 a portion of its $1.7 billion senior unsecured toggle notes
due March 2015 (2015 Toggle Notes), among other conditions.
Moody's expects Univision will exercise the call option or retire
by some other means at least $1.1 billion of the 2015 Toggle Notes
(initially callable on March 15, 2011 at 104.875) to satisfy this
condition.  Assuming the transactions with Televisa and the
partial refinancing of the capital structure (including the
partial call of the 2015 notes, extension of the bulk of the
revolver and $2.5 billion of the term loan) are completed as
contemplated, Moody's estimates that Univision would have
approximately $4.8 billion of debt maturities in 2014/2015.
Reducing the 2014/2015 debt maturities to $2.5 bilion or less by
2/28/14 is a condition to extending the term of the PLA to at
least 2025.

The new notes will be guaranteed by Univision's domestic operating
subsidiaries and Broadcast Media Partners Holdings, Inc.
(Univision's parent) and will be secured by a first lien on
substantially all of the assets of Univision and its subsidiaries
that secure the company's $7.2 billion senior secured credit
facility (including the extended term loan and revolver).  Moody's
does not anticipate that repayment of at least $1.1 billion of the
2015 Toggle Notes from the proceeds of the Televisa investment
will affect the B2 ratings on the senior secured first lien
instruments.

Moody's ranks the credit facility, 12% notes due 2014 and the new
2020 notes the same in its loss given default notching methodology
based on the instruments' pari passu first lien senior secured
claims.  The credit facility nevertheless contains covenants that
could improve recovery prospects relative to the notes.

Univision's B3 CFR reflects its strong and leading market position
in Spanish-language media within the United States and good
intermediate-term growth prospects tempered by its very high
leverage, vulnerability to cyclical advertising and high
refinancing risk associated with 2014/2015 debt maturities.
Growth prospects supported by Hispanic demographic trends, as well
as the market position and strong operating margins support
Univision's unlevered cash flow generation.  The risk of a
restructuring of its highly leveraged balance sheet (gross debt-
to-EBITDA is approximately 13.3x LTM 6/30/10 incorporating Moody's
standard adjustments and excluding non-cash advertising revenue)
nevertheless remains elevated, particularly if economic conditions
were to weaken.

A deterioration in liquidity including an inability to achieve and
sustain positive free cash flow, a decline in projected covenant
cushion, heightened concern that the 2014 maturities cannot be
refinanced, renewed economic weakness, or heightened risk of a
discounted debt repurchase or other restructuring, could result in
a downgrade.  The ratings will also be vulnerable to a downgrade
as long as debt-to-EBITDA is above 10x, although a downgrade may
not occur if the company has adequate liquidity given the
potential for meaningful de-levering during economic expansions.

Good operating execution or an equity offering that leads to
consistent free cash flow generation and debt reduction after
factoring in all capital costs (including PIK interest), debt-to-
EBITDA sustained below 8.5x and free cash flow (under the
assumption that all interest is paid in cash) exceeding 3% of debt
could position the company for an upgrade.  A good liquidity
position including a high degree of confidence that Univision can
refinance its maturities and maintain access to Televisa's
programming would be necessary for an upgrade.

The last action was on October 6, 2010, when Moody's changed
Univision's rating outlook from negative to stable.

Univision, headquartered in New York, is the leading Spanish-
language media company in the United States.  Annual revenue is
approximately $2.1 billion.


US AIRWAYS: 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


US FIDELIS: Missouri Attorney General Protests Settlement
---------------------------------------------------------
The Associated Press reports that Missouri Attorney General Chris
Koster is objecting to US Fidelis Inc.'s proposed settlement,
citing that the deal would let the owners' wives keep too much
money and shield the Company's principals from further lawsuits.

According to The AP, Company owners Darain and Cory Atkinson would
pay about $10.5 million and surrender possibly $10 million more in
assets.  The brothers' wives would keep $500,000 apiece but be
barred from turning those assets over to their husbands.  Assets
surrendered would go into a fund that then could be tapped by US
Fidelis creditors and customers who agree not to sue the brothers.

The AP relates that the settlement plan does not call for US
Fidelis to recover about $1.1 million the brothers have paid to
retain criminal-defense lawyers.  The settlement applies only to
the lawsuit US Fidelis filed against the brothers in April,
accusing them of stripping the company of at least $101 million
through high salaries, cash distributions and the company spending
that kept them living in luxury.

The AP says, under the proposed deal, the Atkinsons would
surrender much of their home furnishings and jewelry, including at
least five Rolex watches, 17 Tiffany & Co. baubles and 11 Cartier
rings and bracelets.  Mia Atkinson would keep up to $25,000 in
jewelry, furnishings up to $50,000 and two vehicles with a total
resale value no greater than $75,000.  Heather Atkinson -- Cory
Atkinson's wife -- would get to keep up to $75,000 in jewelry
and furnishings and two vehicles with a combined resale value
not more than $50,000.

Wentzville, Missouri-based US Fidelis, Inc., was a marketer of
vehicle service contracts developed by independent and unrelated
companies.  The Company filed for Chapter 11 bankruptcy protection
on March 1, 2010 (Bankr. E.D. Mo. Case No. 10-41902).  Robert E.
Eggmann, Esq., at Lathrop & Gage, assists the Company in its
restructuring effort.  According to the schedules, the Company had
assets of $74,386,836, and total debts of $25,770,655 as of the
petition date.


UNITED CONTINENTAL: 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


UNITED RENTALS: Moody's Upgrades Corporate Family Rating to 'B2'
----------------------------------------------------------------
Moody's Investors Service upgraded United Rentals CFR and PDR to
B2 from B3.  In related actions Moody's assigned the proposed new
$500 million senior sub notes Caa1 to reflect its junior position
in the capital structure and adjusted other facilities' ratings.
Proceeds of the new senior sub notes will be applied towards the
redemption of the company's 7 3/4% senior subordinates notes due
2014 and other capital structure adjustments, as well as for
general corporate purposes.  The ratings outlook is stable.

The upgrade of the CFR to B2 reflects the company's success in
managing its fleet inventory in the difficult economy and the
belief that while capital expenditures will increase as demand
increases, the company will likely be cautious in its purchases in
order to maximize its utilization rates and return on assets.
Recent year's track record suggests a focus on balance sheet
management as the company has worked to reduce its debt balances,
and reduce its cost structure.

The new $500 million senior sub notes along with an increased draw
on the company's revolver are to prefund the repayment of its
7.75% Senior Sub Notes due 2013 and of its 1.875% Convertible
Senior Sub Notes due 2023.  The new notes are junior in their
priority of claim behind approximately $1.9 billion of secured
claims.

URI's speculative grade liquidity rating remains unchanged at SGL-
3, reflecting Moody's belief that the company will maintain an
adequate liquidity profile over the next twelve months.  Moody's
expects that operating cash flow generation should be sufficient
to fund the company's normal operating requirements and capital
spending needs.  The company has been able to sell assets and
generate positive cash flow through working capital release during
the downturn.

The stable outlook reflects Moody's belief that the company is
well positioned in the current rating category given the difficult
economy.  So long as the economy does not change materially, the
company is expected to continue to generate positive cash flow.
As the economy improves, additional working capital will have to
be invested in rental equipment thereby pressuring the company's
cash flow over the short term but yielding a benefit in the
future.

The rating outlook or ratings could strengthen if positive revenue
growth combined with improving operating margins.  EBITA/Interest
above 1.3 times, debt/EBITDA below 4.0 times, retained cash
flow/debt above 8% (all ratios adjusted per Moody's methodology),
with at least an adequate liquidity profile, would also support
positive ratings action.

The ratings could be under pressure if EBITA/Interest falls below
1.3 times, or the company generates negative free cash not
explained by an increase in capital expenditures or a lack of
improvement in ROA.  The ratings may be downgraded if the
company's operating margin was anticipated to contract, or if
EBITA/Interest was anticipated to fall below 1.0 times on a
projected basis.  Debt/EBITDA above 5.0 times could also result in
a ratings downgrade.

Assignments:

Issuer: United Rentals (North America), Inc.

  -- $500 million Senior Subordinated Notes assigned a Caa1, LGD5,
     86%

Upgrades:

Issuer: United Rentals (North America), Inc.

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

  -- Corporate Family Rating, Upgraded to B2 from B3

  -- Senior Secured Bank Credit Facility, Upgraded to Ba1, LGD2,
     15% from Ba2, LGD2, 17%

  -- Senior Unsecured Regular Bond/Debenture, Upgraded to B2 from
     B3

Issuer: United Rentals Trust I

  -- Preferred Stock, Upgraded to Caa1 from Caa2

LGD adjustments:

Issuer: United Rentals (North America), Inc.

  -- Senior Subordinated Regular Bond/Debenture, changed to LGD5,
     86% from LGD5, 78%

  -- Senior Unsecured Regular Bond/Debenture, changed to LGD4, 57%
     from LGD3, 47%

Issuer: United Rentals Trust I

  -- Preferred Stock, changed to LGD6, 95% from LGD6, 94%

Withdrawals:

  -- 1 7/8% Convertible Senior Subordinated Notes due 2023

  -- 7 3/4% Senior Subordinated Notes due 2014 (upon its
     redemption, expected November 20, 2010).

The last rating action was on November 9, 2009 when the ratings of
United Rentals (North America), Inc. -- Corporate Family and
Probability of Default Ratings were downgraded to B3 from B2.

United Rentals, Inc., headquartered in Greenwich, CT, is a holding
company that conducts its operations through United Rentals (North
America), Inc., and its subsidiaries.  URI is the world's largest
equipment rental company operating approximately 549 rental
locations throughout the United States and Canada.  The company
maintains a large breadth of rental equipment having an original
equipment cost of $3.6 billion.


UNITED RENTALS: S&P Assigns 'CCC+' Rating to $500 Mil. Notes
------------------------------------------------------------
Standard & Poor's Ratings Services said that it has assigned its
'CCC+' issue-level rating to the proposed new $500 million senior
subordinated notes due 2020 to be issued by United Rentals (North
America) Inc., a subsidiary of United Rentals Inc. URI is the
guarantor of the notes.  The rating is two notches lower than the
corporate credit ratings on United Rentals (North America) and
URI.  The recovery rating on this debt is '6', indicating S&P's
expectation of negligible (0%-10%) recovery in the event of a
default scenario.  S&P expects the company to use the proceeds
from the new notes to redeem its 7.75% senior subordinated notes
due 2013, to reduce borrowings under its asset-backed revolving
credit facility, and to pay related expenses.  The issue-level
ratings and recovery ratings for the company's existing debt
remain unchanged.

"The ratings on Greenwich, Conn.-based URI reflect the company's
highly leveraged financial profile with high debt levels and an
aggressive financial policy.  Its fair business risk profile as
the largest equipment rental company in the U.S. only partially
offsets these factors," said Standard & Poor's credit analyst
Helena Song.

The outlook is stable.  S&P expects the company to operate within
credit measures commensurate for the ratings.  However, S&P could
lower the ratings if a worse-than-expected market downturn and
debt-financed activities weaken liquidity or result in a
meaningful deterioration of credit measures, for example, debt to
EBITDA higher than 6x.  Conversely, if the long-term
competitiveness of URI's business remains healthy, and the
company's credit measures, liquidity, and financial policies
support this trend, S&P could raise its ratings on the company.

                           Ratings List

                       United Rentals Inc.
               United Rentals (North America) Inc.

        Corporate Credit Rating                B/Stable/--

                           New Rating

                       United Rentals Inc.
               United Rentals (North America) Inc.

            $500 million sr. sub notes due 2020    CCC+
             Recovery rating                       6


UNIVISION COMMUNICATIONS: S&P Keeps 'B-' on CreditWatch Positive
----------------------------------------------------------------
Standard & Poor's Ratings Services reports that in the original
version of this report published, the maturity date on Univision's
$750 million senior secured notes was misstated in certain places.
A corrected version is:

S&P is assigning U.S.-based Spanish-language TV and radio
broadcaster Univision Communications Inc.'s $750 million senior
secured notes due 2020 S&P's 'B' issue-level rating and a recovery
rating of '3'.

S&P's 'B-' corporate credit rating for Univision remains on
CreditWatch with positive implications.

The CreditWatch listing reflects its expectation that S&P will
raise its rating on Univision to 'B' with a stable outlook over
the immediate term, after the company has obtained final
commitments on the company's amend-and-extend transaction.

S&P assigned Univision's offering of $750 million senior secured
notes due 2020 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 S&P's expectation of meaningful (50% to 70%)
recovery for lenders in the event of a payment default.

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.


UPPER MARKET: Files for Chapter 11 to Stop Foreclosure
------------------------------------------------------
Carla Main at Bloomberg News reports that Upper Market Place LLC
said it filed for bankruptcy protection to "protect its assets
from foreclosure."

Upper Market Place filed for Chapter 11 protection (N.D. Calif.
Case No. 10-34082) on October 15, 2010.  Mark J. Romeo, Esq., in
San Francisco California, serves as counsel to the Debtor.  The
Debtor, a California-based single asset real estate company,
estimated assets of $1 million to $10 million and debts of
$10 million to $50 million in its Chapter 11 petition.

The largest unsecured creditors include East West Bank, which is
owed $12.3 million against collateral with a fair market value of
$7.9 million.


WINALTA INC: Emerges From CCAA Protection as Oilfield Service Firm
------------------------------------------------------------------
Winalta Inc. disclosed that it has now received court and creditor
approval for its Plan of Arrangement pursuant to the Companies'
Creditors Arrangement Act pursuant to an Order granted on
October 22, 2010, by the Court of Queen's Bench of Alberta,
Judicial Centre of Edmonton and a vote by the affected secured
creditors of the Company held on October 14, 2010, as required by
the Court.  Winalta, together with its subsidiary companies
Winalta Carriers Inc., Winalta Oilfield Rentals Inc. and Baywood
Property Management Inc. will now be amalgamated to form Winalta
Inc. and will emerge from CCAA protection to begin focused
operations on their oilfield services business.  New Winalta will
not have any material subsidiaries.

New Winalta will continue to trade on the TSX Venture Exchange
under the symbol: WTA.A. New Winalta's head office is located at
#4 26302 Township Road, Acheson Alberta, T7X 5A3 with its
registered office located at 120, 110 Quarry Park Blvd. SE
Calgary, Alberta T2C 3G3.

A full text copy of the company's press release is available free
at http://ResearchArchives.com/t/s?6cfb

Winalta Inc. is an Oilfield Rentals provider that leases portable
industrial accommodations and catering services to the energy
sector.


WORKFLOW MANAGEMENT: Opens Production Facility in New Jersey
------------------------------------------------------------
Dayton Daily News reports that Workflow One has opened a
production and distribution facility in Cranbury, New Jersey.

According to the report, the marketing products company said the
nearly 200,000-square-foot facility will "add to the company's
capabilities" in digital printing, bindery, distribution and
mailing services.  The Company said it also plans to add
capabilities at facilities in Atlanta, Columbus, Ontario and
elsewhere.

A meeting for the company's creditors is for Nov. 3, 2010, in
Norfolk, the report notes.

                    About Workflow Management

Headquartered in Dayton, Ohio Workflow Management, Inc., fka
Workflow Graphics, Inc. -- http://www.workflowone.com/-- offers
commercial printing services, including print buying and document
management capabilities, through three divisions: WorkflowOne,
Freedom Graphics Services, and United Envelope.  It also
distributes office products and promotional items through an
online ordering system.  Its customers include both small and
large companies throughout North America in such sectors as
financial services, health care, retail, and government.

Workflow Management Inc., and its affiliates, filed for Chapter 11
bankruptcy protection on September 29, 2010 (Bankr. E.D. Va. Lead
Case No. 10-74617).  Cullen A. Drescher, Esq., Daniel F. Blanks,
Esq., Douglas M. Foley, Esq., and Patrick L. Hayden, Esq., at
McGuireWoods LLP; Sarah Beckett Boehm, Esq., at McGuireWoods LLP;
and Rosa J. Evergreen, Esq., at Arnold & Porter LLP, assist the
Debtors in their restructuring effort.  Arnold & Porter LLP is the
Debtors' special counsel.  Kaufman & Canoles, P.C., is the
Debtors' corporate counsel.  FTI Consulting is the Debtors'
financial advisor.  Kurtzman Carson Consultants LLC is the
Debtors' claims agent.

Workflow Management estimated its assets and debts at $100 million
to $500 million as of the Petition Date.


* Alger & Associates to Join Grant Thornton LLP
-----------------------------------------------
National accounting, tax and business advisory firm Grant Thornton
LLP announced today that effective January 1, 2011, Alberta-based
corporate recovery and personal bankruptcy firm Alger & Associates
will join Grant Thornton.

"This is a very exciting development for our two firms," says Phil
Noble, Executive Partner and Chief Executive Officer, Grant
Thornton LLP.  "Bruce Alger and his team have built a highly
successful firm, with offices in the major centres in Alberta, and
this combination will add to our already-strong recovery and
reorganization (R&R) practice across the country.  This
combination further strengthens the depth and breadth of our
advisory services, and it clearly demonstrates that we are a firm
on the move-looking for opportunities to grow strategically,
whether it's through adding strength in specific practice areas or
expanding in key geographic markets across Canada."

"I'm proud of the significant success that our firm has achieved,"
says Alger & Associates' Managing Partner Bruce Alger.  "We pride
ourselves on the consistent high-quality of corporate recovery and
personal bankruptcy services we've provided over the years.  We
feel the time is right to be able to offer even more services, and
joining Grant Thornton is both an effective and efficient way to
achieve this."

Commenting on the opportunities that the combination will offer
the team at Alger & Associates, Mr. Alger adds: "There are many
benefits that being a part of a national and international firm
will have for our people-access to resources and expertise at both
the national and global level, to name just two.


* McKool Smith's Sam Baxter Honored as Best Lawyers 2011
--------------------------------------------------------
The Best Lawyers in America has named Sam Baxter of McKool Smith
the 2011 Dallas Intellectual Property "Lawyer of the Year."

The publication compiles its lists of outstanding attorneys by
conducting in-depth, comprehensive surveys in which thousands of
leading lawyers confidentially evaluate their professional peers.
Only one lawyer in each practice area in each community is honored
as "Lawyer of the Year," based on high ratings they received for
their abilities, professionalism, and integrity.

Mr. Baxter consistently is recognized among the top lawyers in his
field by many of the country's leading legal publications,
including The Best Lawyers in America, Chambers USA, and The Legal
500. Most recently, he was named one of the "10 Most Admired
Intellectual Property Attorneys" by Law360.

McKool Smith is recognized as a premier trial law firm in the
United States based on significant courtroom victories and
substantial settlements for domestic and international clients.
With more than 125 attorneys in Austin, Dallas, Houston, Marshall,
New York, and Washington D.C., the firm handles complex commercial
litigation, intellectual property claims, bankruptcy matters, and
white collar litigation for companies and individuals worldwide.
McKool Smith has won more of the Top 100 Verdicts than any other
law firm in the nation every year since 2008. Firm clients include
major airlines, telecommunications companies, medical device
manufacturers, energy producers, and many others.


* BOND PRICING -- For Week From October 18 to 22, 2010
------------------------------------------------------

  Company               Coupon     Maturity   Bid Price
  -------               ------     --------   ---------
155 E TROPICANA         8.750%     4/1/2012     5.375
ABITIBI-CONS FIN        7.875%     8/1/2009    17.000
ADVANTA CAP TR          8.990%   12/17/2026    12.000
AFFINITY GROUP         10.875%    2/15/2012    47.250
AHERN RENTALS           9.250%    8/15/2013    54.400
AMBAC INC               9.375%     8/1/2011    41.550
AMBASSADORS INTL        3.750%    4/15/2027    50.000
ANTIGENICS              5.250%     2/1/2025    41.000
AT HOME CORP            0.525%   12/28/2018     0.016
BAC-CALL11/10           5.000%    5/15/2014    98.200
BALLY TOTAL FITN       14.000%    10/1/2013     1.000
BANK NEW ENGLAND        9.875%    9/15/1999     9.875
BANK NEW ENGLAND        8.750%     4/1/1999     9.875
BANKUNITED FINL         6.370%    5/17/2012     7.313
BLOCKBUSTER INC         9.000%     9/1/2012     1.050
BOWATER INC             9.500%   10/15/2012    29.000
BOWATER INC             6.500%    6/15/2013    30.000
C&D TECHNOLOGIES        5.500%   11/15/2026    68.625
CAPMARK FINL GRP        5.875%    5/10/2012    34.125
CELL GENESYS INC        3.125%     5/1/2013    35.000
CHAMPION ENTERPR        2.750%    11/1/2037     1.323
CHENIERE ENERGY         2.250%     8/1/2012    44.375
EDDIE BAUER HLDG        5.250%     4/1/2014     5.000
FAIRPOINT COMMUN       13.125%     4/1/2018     7.550
FAIRPOINT COMMUN       13.125%     4/2/2018     8.500
FEDDERS NORTH AM        9.875%     3/1/2014     0.900
FRANKLIN BANK           4.000%     5/1/2027     1.125
FREEPORT-MC C&G         7.000%    2/11/2011    31.700
GENERAL MOTORS          9.450%    11/1/2011    32.250
GENERAL MOTORS          7.125%    7/15/2013    33.250
GREAT ATLA & PAC        6.750%   12/15/2012    49.000
GREAT ATLA & PAC        5.125%    6/15/2011    68.000
HAWAIIAN TELCOM         9.750%     5/1/2013     1.180
IDLEAIRE TECH CP       13.000%   12/15/2012     0.900
INDALEX HOLD           11.500%     2/1/2014     0.750
KEYSTONE AUTO OP        9.750%    11/1/2013    44.500
LEHMAN BROS HLDG       11.500%    9/26/2022    19.750
LEHMAN BROS HLDG       11.000%    6/22/2022    20.500
LEHMAN BROS HLDG       11.000%    3/17/2028    19.625
LEHMAN BROS HLDG       10.375%    5/24/2024    19.250
LEHMAN BROS HLDG        9.500%   12/28/2022    20.625
LEHMAN BROS HLDG        9.500%    1/30/2023    18.750
LEHMAN BROS HLDG        9.500%    2/27/2023    20.500
LEHMAN BROS HLDG        9.000%   12/28/2022    20.500
LEHMAN BROS HLDG        9.000%     3/7/2023    20.500
LEHMAN BROS HLDG        8.920%    2/16/2017    19.000
LEHMAN BROS HLDG        8.800%     3/1/2015    21.000
LEHMAN BROS HLDG        8.500%     8/1/2015    20.000
LEHMAN BROS HLDG        8.500%    6/15/2022    20.500
LEHMAN BROS HLDG        8.400%    2/22/2023    19.750
LEHMAN BROS HLDG        8.050%    1/15/2019    20.125
LEHMAN BROS HLDG        8.000%    3/17/2023    20.625
LEHMAN BROS HLDG        7.000%    4/16/2019    20.000
LEHMAN BROS HLDG        6.875%     5/2/2018    23.000
LEHMAN BROS HLDG        6.625%    1/18/2012    22.000
LEHMAN BROS HLDG        6.500%    9/20/2027    12.000
LEHMAN BROS HLDG        6.200%    9/26/2014    22.000
LEHMAN BROS HLDG        6.000%    7/19/2012    22.000
LEHMAN BROS HLDG        6.000%    6/26/2015    20.625
LEHMAN BROS HLDG        6.000%   12/18/2015    20.750
LEHMAN BROS HLDG        6.000%    2/12/2018    20.625
LEHMAN BROS HLDG        5.875%   11/15/2017    20.500
LEHMAN BROS HLDG        5.750%    4/25/2011    21.000
LEHMAN BROS HLDG        5.750%    7/18/2011    21.000
LEHMAN BROS HLDG        5.750%    5/17/2013    21.375
LEHMAN BROS HLDG        5.750%     1/3/2017     0.100
LEHMAN BROS HLDG        5.750%   11/12/2023    15.000
LEHMAN BROS HLDG        5.625%    1/24/2013    22.250
LEHMAN BROS HLDG        5.600%    1/22/2018    19.600
LEHMAN BROS HLDG        5.500%     4/4/2016    21.000
LEHMAN BROS HLDG        5.400%     3/6/2020    15.000
LEHMAN BROS HLDG        5.250%     2/6/2012    21.500
LEHMAN BROS HLDG        5.250%    1/30/2014    20.625
LEHMAN BROS HLDG        5.250%    2/11/2015    20.750
LEHMAN BROS HLDG        5.250%     3/5/2018    18.300
LEHMAN BROS HLDG        5.150%     2/4/2015    20.750
LEHMAN BROS HLDG        5.100%    1/28/2013    20.625
LEHMAN BROS HLDG        5.000%    1/22/2013    20.625
LEHMAN BROS HLDG        5.000%    2/11/2013    20.500
LEHMAN BROS HLDG        5.000%    3/27/2013    20.500
LEHMAN BROS HLDG        5.000%     8/3/2014    20.625
LEHMAN BROS HLDG        5.000%     8/5/2015    20.000
LEHMAN BROS HLDG        4.800%    2/27/2013    20.750
LEHMAN BROS HLDG        4.800%    3/13/2014    22.250
LEHMAN BROS HLDG        4.700%     3/6/2013    20.250
LEHMAN BROS HLDG        4.500%     8/3/2011    20.625
LEHMAN BROS INC         7.500%     8/1/2026    11.000
LOCAL INSIGHT          11.000%    12/1/2017    30.000
MERRILL LYNCH           1.850%     3/9/2011    98.500
NETWORK COMMUNIC       10.750%    12/1/2013    35.013
NEWPAGE CORP           12.000%     5/1/2013    33.500
NEWPAGE CORP           10.000%     5/1/2012    61.250
NTY-CALL11/10           7.125%    10/1/2015    99.550
PALM HARBOR             3.250%    5/15/2024    55.750
RAFAELLA APPAREL       11.250%    6/15/2011    74.750
RASER TECH INC          8.000%     4/1/2013    37.000
RESTAURANT CO          10.000%    10/1/2013    31.000
RESTAURANT CO          10.000%    10/1/2013    31.250
RJ TOWER CORP          12.000%     6/1/2013     0.900
SBARRO INC             10.375%     2/1/2015    36.750
SPHERIS INC            11.000%   12/15/2012     1.000
STATION CASINOS         6.875%     3/1/2016     0.750
THORNBURG MTG           8.000%    5/15/2013     3.000
TIMES MIRROR CO         7.250%     3/1/2013    42.400
TRANS-LUX CORP          8.250%     3/1/2012     9.500
TRICO MARINE            3.000%    1/15/2027     9.500
TRICO MARINE SER        8.125%     2/1/2013    17.500
VIRGIN RIVER CAS        9.000%    1/15/2012    45.500
WASH MUT BANK FA        5.125%    1/15/2015     0.380
WASH MUT BANK NV        6.750%    5/20/2036     0.625
WCI COMMUNITIES         7.875%    10/1/2013     0.250
WCI COMMUNITIES         4.000%     8/5/2023     1.000



                           *********

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.


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