TCR_Public/101026.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Tuesday, October 26, 2010, Vol. 14, No. 297

                            Headlines


ACORN ELSTON: Section 341 Meeting Scheduled for November 17
ACORN ELSTON: Files Schedules of Assets and Liabilities
AE BIOFUELS: Renewable Technology Merges Into Unit
ALLY FINANCIAL: To Commence Registered Exchange Offer
AMERICAN INT'L: AIA to Increase IPO Size to $18 Billion

AMR CORP: 4 Directors Receive Phantom Stock Units
AMR CORP: Sr. VP Acquires 100,000 Restricted Stock Units
AURA SYSTEMS: Posts $2.8 Million Net Loss in August 31 Quarter
AVAYA INC: Bank Debt Trades at 10% Off in Secondary Market
BIOVEST INT'L: Needs $7MM Financing to Exit from Reorganization

BLUEKNIGHT ENERGY: Raises Equity, Repays Existing Debt
BOMBARDIER INC: Fitch Assigns 'BB+' Rating to $1 Bil. Notes
BOMBARDIER INC: Moody's Assigns 'Ba2' Rating to Senior Notes
BOMBARDIER INC: S&P Assigns 'BB+' Rating to Senior Notes
BOYKIN TRUST: Case Summary & 4 Largest Unsecured Creditors

BURGER KING: S&P Downgrades Corporate Credit Ratings to 'B'
BWAY HOLDING: S&P Downgrades Corporate Credit Rating to 'B'
C&D TECHNOLOGIES: Offers Stock in Exchange of Notes Under Plan
CANWEST GLOBAL: Canada Approves Shaw's $1.94B Offer TV Assets
CAPITAL GROWTH: Auction for Sale of Assets Commenced on October 21

CATHOLIC CHURCH: Records Released in San Diego Diocese's Case
CELL THERAPEUTICS: To Sell $21MM of Preferred Stock and Warrants
CHARLES MACRAE: Case Summary & 20 Largest Unsecured Creditors
CHEMTURA CORP: Judge Approves Ch. 11 Plan Despite Objections
CHRYSLER FINANCIAL: Moody's Withdraws 'Caa1' Corp. Family Rating

CITIGROUP INC: Fitch Upgrades Individual Rating to 'C'
CLYDE BARNEY: Case Summary & 16 Largest Unsecured Creditors
COMSTOCK MINING: Raises $35.75 Million in New Equity
CONSTITUTION CORPORATE: Fitch Withdraws E Individual Rating
CRI HOTEL: Posts $268,900 Net Loss in June 30 Quarter

CRYSTAL CATHEDRAL: Amends List of Largest Unsecured Creditors
DAIRY PRODUCTIONS: Proposes to Access Cash Collateral
DELTA AIR: S&P Affirms Corporate Credit Rating at 'B'
DEX MEDIA EAST: Bank Debt Trades at 21% Off in Secondary Market
DEX MEDIA WEST: Bank Debt Trades at 9% Off in Secondary Market

DIGITAL IMPRESSIONS: Case Summary & 8 Largest Unsecured Creditors
DILLARD LAND: Files Schedules of Assets and Liabilities
DILLARD LAND: Taps Ragsdale Beals to Handle Reorganization Case
EXTERRA ENERGY: Posts $3.5 Million Net Loss in August 31 Quarter
FANCISCO PINEDO: Section 341(a) Meeting Scheduled for Nov. 22

FANNIE MAE: Federal Regulator Hires Litigation Counsel
FAIRPOINT COMMS: Inks Support Letter with New Consenting Lenders
FERTINITRO FINANCE: Bondholders Invited to Join Ad Hoc Group
FIRST ARIZONA SAVINGS: Closed; FDIC Pays Out Insured Deposits
FIRST BANK OF JACKSONVILLE: Closed; Ameris Bank Assumes Deposits

FIRST NATIONAL: Proposes Access to Cash Collateral
FIRST NATIONAL BANK: Closed; United Bank Assumes All Deposits
FIRST SUBURBAN: Closed; Seaway Bank and Trust Assumes All Deposits
FLINT TELECOM: LL Bradford Raises Going Concern Doubt
FLORIDA POOL: Case Summary & 20 Largest Unsecured Creditors

FM AVIATION: Section 341(a) Meeting Scheduled for Nov. 12
FM AVIATION: Taps Langfred W. White as Bankruptcy Counsel
FOCUS BRANDS: Moody's Assigns 'B2' Rating to $10 Mil. Notes
FRANKLIN PACIFIC: Can Access Rents on Shalamar Apartments
FRANKLIN PACIFIC: Secured Creditor Wants Chapter 11 Trustee

FRANKLIN PACIFIC: Plan Outline Hearing Set for October 28
FRANKLIN PACIFIC: Wants Solicitation Exclusivity Until Jan. 19
FREEMAN GUARDS: Files for Chapter 7 Bankruptcy Liquidation
GATEHOUSE MEDIA: Bank Debt Trades at 64% Off in Secondary Market
GLOBAL AUTOCARE: S&P Assigns 'B' Corporate Credit Rating

GREAT ATLANTIC: Posts $153.7MM Net Loss in 12-Weeks Ended Sept. 11
GREAT ATLANTIC: To Cut Costs, Boost Liquidity in Turnaround Plan
GREYSTONE LOGISTICS: Posts $417,600 Net Loss in August 31 Quarter
HACIENDA GARDENS: Unsecureds to Receive Center's Net Profits
HACIENDA GARDENS: Wants Plan Solicitation Exclusivity Until Feb. 3

HAWKER BEECHCRAFT: Bank Debt Trades at 18% Off in Secondary Market
HEALTHSOUTH CORP: Directors Acquire Shares Under Stock Plan
HEALTHSOUTH CORP: Paid $493,500 in Rating Agency Fees
HERBST GAMING: Bank Debt Trades at 45% Off in Secondary Market
HERCULES OFFSHORE: Bank Debt Trades at 11% Off in Secondary Market

HILLCREST BANK: Closed; Hillcrest Bank Assumes Deposits
HOTI ENTERPRISES: Section 341(a) Meeting Scheduled for Nov. 17
HOTI ENTERPRISES: Wants Filing of Schedules Extended Until Nov. 15
INFOLOGIX INC: Gets Delisting Notice from NASDAQ Market
INTERNATIONAL SHOPPES: Case Summary & Creditors List

JACK BOYKIN: Case Summary & 5 Largest Unsecured Creditors
JACOBS FINANCIAL: Posts $573,200 Net Loss in August 31 Quarter
JAMES ALEXANDER: Case Summary & 15 Largest Unsecured Creditors
JAY PUTNAM: Case Summary & 17 Largest Unsecured Creditors
KARA HOMES: Amboy Suit Goes Back to Chancery Court

KRIMAR PROPERTIES: Case Summary & 2 Largest Unsecured Creditors
KURRANT MOBILE: Posts $16.6 Million Net Loss in August 31 Quarter
LAS VEGAS SANDS: Bank Debt Trades at 6% Off in Secondary Market
LIBERTY MEDIA: Moody's Retains 'B1' Corporate Family Rating
LIONS GATE: Icahn Extends Tender Offer Until November 1

LN ACQUISITION: SKF AB Deal Won't Affect Moody's 'B2' Rating
MANDOLIN INVESTMENT: To Make Adequate Protection Payments to Metro
MARKWEST ENERGY: Fitch Assigns 'BB' Rating to $500 Mil. Notes
MARSHALL & ILSLEY: S&P Cuts Counterparty Credit Rating to 'BB+/B'
MEMBERS UNITED: Fitch Affirms & Withdraws E Individual Rating

MERUELO MADDUX: Equity Holders Say Debtor's Plan Non-Confirmable
MERUELO MADDUX: Plan Proponents Have Exclusivity Until Nov. 27
METRO-GOLDWYN-MAYER: Carl Icahn Offers to Buy MGM's Debt
MGM RESORTS: Tracinda Cuts Borrowings From BofA to $25-Mil.
MICHAEL HARGETT: Case Summary & 12 Largest Unsecured Creditors

MICROSEMI CORPORATION: Moody's Assigns 'Ba1' Corp. Family Rating
MOMENTIVE PERFORMANCE: Bank Debt Trades at 4% Off
NEWFIELD EXPLORATION: Moody's Raises Corp. Family Rating to 'Ba1'
NORD RESOURCES: Receives Aquifer Protection Permit from Arizona
NUTTERY FARMS: 9th Cir. Allows Creditor to Sue Shareholders

PARK AVENUE BANK: Oklahoma Reg. Sues CEO Over Providence Purchase
PROGRESS BANK OF FLORIDA: Closed; Bay Cities Bank Assumes Deposits
PURESPECTRUM INC: Posts $2.8 Million Net Loss in June 30 Quarter
QUEENS PLAZA: Taps Westerman Ball to Handle Reorganization Case
QUEENS PLAZA: U.S. Trustee Unable to Form Creditors Committee

RANCHER ENERGY: Promises Unsecureds a Distribution of $600,000
RANCHER ENERGY: Can Use Gas Rock Cash Subject to Plan Filing
RANCHER ENERGY: Discloses Terms of Reorganization Plan
REALOGY CORP: Bank Debt Trades at 10% Off in Secondary Market
RENAISSANT LAFAYETTE: Court Fixes November 12 as Claims Bar Date

RENAISSANT LAFAYETTE: Can Access DIP Loan Until December 31
RITE AID: Fitch Affirms Issuer Default Rating at 'B-'
SAND HILL: Hearing on Exclusivity Extensions Set for November 3
SBARRO INC: Bank Debt Trades at 8% Off in Secondary Market
SCHUTT SPORTS: Cleared to Pay Up to $2M in Executive Bonuses

SENSIVIDA MEDICAL: Posts $652,800 Net Loss in August 31 Quarter
SHUBH HOTELS: Files for Bankruptcy Protection
SOFTLAYER TECHNOLOGIES: Moody's Lifts Corp. Family Rating to 'B1'
SOUTHWEST CORPORATE: Fitch Affirms & Withdraws E Individual Rating
SPIRIT CREEK: Cash Collateral Hearing Set for October 26

SPIRIT FINANCE: Bank Debt Trades at 12% Off in Secondary Market
STAR GAS: Moody's Upgrades Corporate Family Rating to 'B1'
SUNCAL COMPANIES: Hearing on Lehman Plan Outline Set for Nov. 5
SUNSET VILLAGE: Section 341(a) Meeting Scheduled for Nov. 15
SUNSET VILLAGE: Taps Crane Heyman as Bankruptcy Counsel

SUNSET VILLAGE: Taps Wolin Kelter as Special Real Estate Counsel
SUNSET VILLAGE: Wants to Use Jefferson-Pilot's Cash Collateral
TAYLOR BEAN: DOJ Fights to Keep GPS Anklet on Former Chairman
THE GORDON BANK: Closed; Morris Bank Assumes All Deposits
TOLL BROTHERS: Announces New $885 Million Bank Credit Facility

TOM'S FOODS: Estate Has Avoidance Claims Against McDermott
TRIBUNE CO: Bank Debt Trades at 34% Off in Secondary Market
TRIBUNE CO: Creditors Are Pursuing Wrong Bank, Merrill Says
TRONOX INC: Wins Court Approval for $425M Post-Bankruptcy Loan
TRUMP ENTERTAINMENT: Ad Hoc Committee Wants Professional Fees Paid

TSG INC: Can Access PNC Bank's Cash Collateral Until January 21
TSG INC: Wants Plan Filing Exclusivity Until November 22
TWIN CITY: Court Extends Filing of Schedules Until Nov. 29
TWIN CITY: Section 341(a) Meeting Scheduled for Dec. 13
TWIN CITY: Taps McDonald Hopkins as Bankruptcy Counsel

URBAN BRANDS: Store-Closing Request 'Premature', U.S. Trustee Says
WHITTEN PUMPS: Case Summary & 20 Largest Unsecured Creditors
YELLOWSTONE MOUNTAIN: Trustee's Injunction Bid Denied
ZALE CORP: Annual Stockholders' Meeting Set for Dec. 3

* S&P: One More Issuer Added to Default List; 2010 Tally at 69

* Large Companies With Insolvent Balance Sheets

                            *********

ACORN ELSTON: Section 341 Meeting Scheduled for November 17
-----------------------------------------------------------
The U.S. Trustee for Region 2 will convene a meeting of creditors
in Acorn Elston, LLC's Chapter 11 case on November 17, 2010, at
2:30 p.m.  The meeting will be held at the Office of the U.S
Trustee, 80 Broad Street, Fourth Floor, New York City.

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

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

New York City-based Acorn Elston, LLC, filed for Chapter 11
protection on September 11, 2010 (Bankr. S.D.N.Y. Case No. 10-
14807).  Lawrence F. Morrison, Esq. is the Debtor's bankruptcy
counsel.  The Debtor estimated its assets at $10 million to
$50 million and debts at $500,001 to $1 million.


ACORN ELSTON: Files Schedules of Assets and Liabilities
-------------------------------------------------------
Acorn Elston, LLC, filed the U.S. Bankruptcy Court for the
Southern District of New York its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $21,650,000
  B. Personal Property              $279,346
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $15,929,856
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $558,533
                                 -----------      -----------
        TOTAL                    $21,929,346      $16,488,389

New York City-based Acorn Elston, LLC, filed for Chapter 11
protection on September 11, 2010 (Bankr. S.D.N.Y. Case No. 10-
14807).  Lawrence F. Morrison, Esq. is the Debtor's bankruptcy
counsel.  The Debtor estimated its assets at $10 million to
$50 million and debts at $500,001 to $1 million.


AE BIOFUELS: Renewable Technology Merges Into Unit
--------------------------------------------------
Renewable Technology Corporation said on Oct. 14, 2010, that it
merged with and into AE Biofuels Technologies, Inc., a wholly
owned subsidiary of AE Biofuels, Inc., pursuant to the Merger and
Reorganization Agreement by and among American Ethanol, Inc, a
Nevada Corporation, Clifford Bradley and Bob Kearns, and Renewable
Technology Corporation, a Delaware Corporation dated February 27,
2007 and the subsequent Amendment to the Agreement and Plan of
Reorganization dated May 20, 2010.

Prior to the merger, RTC held as its sole asset a 49% interest in
Energy Enzymes, Inc., and AE Biofuels Technologies, Inc., held the
remaining 51% interest in Energy Enzymes, Inc.  As a result of the
Agreement, Energy Enzymes, Inc. became a wholly owned subsidiary
of AE Biofuels Technologies, Inc. in exchange for which RTC and
its shareholders received 1,000,000 shares of stock in AE
Biofuels.   Energy Enzymes, Inc holds the cellulosic ethanol
intellectual property for AE Biofuels.

A full-text copy of the Merger And Reorganization Agreement is
available for free at http://ResearchArchives.com/t/s?6cea

A full-text copy of the Amendment To The Reorganization Plan is
available for free at http://ResearchArchives.com/t/s?6ceb

Cupertino, Calif.-based AE Biofuels, Inc. (OTC BB: AEBF)
-- http://www.aebiofuels.com/-- is an international biofuels
company focused on the development, acquisition, construction and
operation of next-generation fuel grade ethanol and biodiesel
facilities, and the distribution, storage, and marketing of
biofuels.  The Company currently operates a biodiesel
manufacturing facility with a nameplate capacity of 55 million
gallons per year (MGY) in Kakinada, India and has a next-
generation integrated cellulose and starch ethanol demonstration
facility in Butte, Montana.

AE Biofuels reported a net loss $2.23 million on $1.81 million of
sales for the three months ended June 30, 2010, compared with a
net loss of $2.46 million on $994,462 of sales for the same period
a year earlier.

The Company's balance sheet at June 30, 2010, showed
$18.99 million in total assets, $21.23 million in total current
liabilities, $5.26 million in long-term debt, and a stockholders'
deficit of $7.49 million.


ALLY FINANCIAL: To Commence Registered Exchange Offer
-----------------------------------------------------
Ally Financial Inc. on Thursday announced the commencement of an
exchange offer for its outstanding 8.3% Senior Guaranteed Notes
due 2015.  Ally originally issued an aggregate principal amount of
$2 billion of the old notes in a private offering on Feb. 12,
2010.

In connection with the sale of the old notes, Ally entered into a
registration rights agreement in which it undertook to offer to
exchange the old notes for new notes registered under the
Securities Act of 1933, as amended.  Pursuant to an effective
registration statement on Form S-4, filed with the Securities and
Exchange Commission, holders of the old notes will be able to
exchange the old notes for new notes in an equal principal amount.
The new notes are substantially identical to the old notes, except
that the new notes have been registered under the Securities Act
and will not bear any legend restricting transfer.  The
registration rights and additional interest provisions pertaining
to old note holders will also not apply to the new notes.

The exchange offer will expire at 12:00 midnight, New York City
time, on Nov. 18, 2010, unless extended or terminated.  Tenders of
old notes must be made before the exchange offer expires and may
be withdrawn any time prior to expiration of the exchange offer.

The terms of the exchange offer are set forth in a prospectus
dated Oct. 21, 2010.  Documents related to the offer, including
the prospectus and the associated letter of transmittal, have been
filed with the SEC, and may be obtained from the information
agent, Global Bondholder Services Corporation, 65 Broadway - Suite
404, New York, New York 10006, telephone: (866) 794-2200.

                        About Ally Financial

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

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

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

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

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


AMERICAN INT'L: AIA to Increase IPO Size to $18 Billion
-------------------------------------------------------
The Associated Press reports that AIA Group Ltd., the Asian
insurance unit of American International Group Inc., said Friday
it will raise about $18 billion from its Hong Kong listing-helping
AIG to repay a massive U.S. government bailout.

According to the report, AIA Group said in a statement that shares
in the initial public offering will be sold at HK$19.68 each --
the top end of an earlier announced range that started at
HK$18.38.  AIA will also increase the size of the offering by 20%
to 7.03 billion shares, raising the estimated proceeds to $17.8
billion.  Underwriters could further expand the offering by 15%,
AIA said.

AIA shares will start trading in Hong Kong on October 29, the AP
says.

                             About AIG

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

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

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


AMR CORP: 4 Directors Receive Phantom Stock Units
-------------------------------------------------
Four directors at AMR Corp. disclosed in separate Form 4 filings
with the Securities and Exchange Commission earlier this month
their receipt each of 309.59 phantom stock units in AMR.  The PSUs
are convertible to AMR common shares.

Alberto Ibarguen may be deemed to directly hold 25,545.43 common
shares following the transaction.  Rajat K. Gupta may be deemed to
directly hold 24,810.33 common shares following the transaction.

Armando M. Codina may be deemed to directly hold 55,158.05 common
shares following the transaction.  John W. Bachmann may be deemed
to directly hold 53,952.33 common shares following the
transaction.

The Phantom stock units are deferred compensation.  Fees are
converted into PSUs based on the average market value of AMR
common stock during the deferral month.  Exercise/expiration dates
are determined at retirement.

The price will be determined upon the Director's cessation of
service on the Board.  The exercise/expiration dates of Phantom
Stock Units are determined upon the Director's cessation of
service on the Board.

                       About AMR Corporation

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

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

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

                           *     *     *

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


AMR CORP: Sr. VP Acquires 100,000 Restricted Stock Units
--------------------------------------------------------
Pradeep Jotwani, senior vice president at Eastman Kodak, disclosed
in a Form 4 filing with the Securities and Exchange Commission his
acquisition of 100,000 Restricted Stock Units.  The units convert
to common stock on a one-to-one basis.  The units vest 50% on both
the third and fourth anniversary of the grant date.  Mr. Jotwani
may be deemed to directly hold 100,000 common shares following the
transaction.

                        About Eastman Kodak

Headquartered in Rochester, New York, Eastman Kodak Company
(NYSE:EK) -- http://www.kodak.com/-- provides imaging technology
products and services to the photographic and graphic
communications markets.

On February 19, 2010, Moody's revised its rating outlook on the
Company from negative to stable, and affirmed its B3 corporate
rating and Caa1 senior unsecured rating.

On February 11, 2010, S&P revised its B- rating outlook on the
Company to stable from negative.  All ratings on the Company,
including the B- Corporate Rating, were affirmed.

The Company's balance sheet at June 30, 2010, showed $6.7 billion
in total assets, $6.9 billion in total liabilities, and a
stockholders' deficit of $208.0 million.


AURA SYSTEMS: Posts $2.8 Million Net Loss in August 31 Quarter
--------------------------------------------------------------
Aura Systems, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $2.8 million on $997,479 of revenue for
the three months ended August 31, 2010, compared with a net loss
of $9.1 million on $632,111 of revenue for the same period ended
August 31, 2009.

The decrease in net loss was primarily as a result of  the
decreased charges associated with the Company's employee stock
option plan.

The Company had a working capital deficit at August 31, 2010, and
February 28, 2010, of $11.0 million and $7.4 million,
respectively.

The Company's balance sheet at August 31, 2010, showed
$5.0 million in total assets, $14.0 million in total liabilities,
and a stockholders' deficit of $9.0 million.

Kabani & Company, Inc., in Los Angeles, Calif., expressed
substantial doubt about the Company's ability to continue as a
going concern, following the Company's results for the fiscal year
ended February 28, 2010.  The independent auditors noted that the
Company has historically incurred substantial losses from
operations, and the Company may not have sufficient working
capital or outside financing available to meet its planned
operating activities over the next 12 months.

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

               http://researcharchives.com/t/s?6ce3

                        About Aura Systems

El Segundo, Calif.-based Aura Systems, Inc., designs, assembles
and sells the AuraGen(R), its patented mobile power generator that
uses the engine of a vehicle to generate power.


AVAYA INC: Bank Debt Trades at 10% Off in Secondary Market
----------------------------------------------------------
Participations in a syndicated loan under which Avaya, Inc., is a
borrower traded in the secondary market at 90.08 cents-on-the-
dollar during the week ended Friday, October 22, 2010, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents a drop of 0.50 percentage points
from the previous week, The Journal relates.  The Company pays 275
basis points above LIBOR to borrow under the credit facility,
which matures on October 26, 2014.  The loan is not rated by
Moody's and Standard & Poor's.  The loan is one of the biggest
gainers and losers among 200 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday.

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

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


BIOVEST INT'L: Needs $7MM Financing to Exit from Reorganization
---------------------------------------------------------------
Biovest International, Inc. has entered into definitive loan
documents and other agreements for the issuance of $7 million of
convertible debtor-in-possession term notes and common stock
purchase warrants to institutional investors.  ROTH Capital
Partners, LLC acted as the exclusive placement agent.  The closing
occurred on October 19th, 2010, subject to the Court entering a
final order approving the transaction. On October 25, 2010, the
Court entered a Final Order approving this financing transaction.

Biovest intends to use the proceeds from the DIP Notes to fund its
obligations upon emergence from reorganization and to support its
ongoing business strategy consistent with its Plan of
Reorganization including development, regulatory, commercial and
partnering strategies for BiovaxID(R), its autologous active
immunotherapy for the treatment of certain B-cell lymphomas, and
for its product line of hollow-fiber bioreactor instruments.

In furtherance of this financing transaction, DIP Notes have been
issued by Biovest to the lenders for an aggregate principal amount
of $7 million.  Upon Court confirmation and effectiveness of
Biovest's Plan of Reorganization, the DIP Notes will be exchanged
for new notes with a maturity date of 2-years from the Effective
Date of Biovest's Plan of Reorganization and the Exchange Notes
will bear interest at a rate of 7% per annum.  All or any portion
of the outstanding amount of the Exchange Notes is convertible, at
the option of the investor, into shares of Biovest common stock at
an initial conversion price of $0.91 per share.  Biovest has the
option to force conversion of all or any portion of the Exchange
Notes if the weighted average price of Biovest common stock equals
or exceeds $1.37 per share for a period of 10 consecutive trading
days.  The offering includes the issuance of warrants giving the
holders the right to purchase approximately 7 million shares of
Company common stock, exercisable at $1.45 per share with a 7-year
term.  The Exchange Notes and Warrants are subject to adjustment
under certain circumstances. In addition, the Company will issue
warrants to ROTH to purchase up to 467,000 shares of Company stock
with a 7-year term and exercise price of $1.45 per share.

Biovest's President and General Counsel, Mr. Samuel S. Duffey,
commented, "We greatly appreciate the vote of confidence being
demonstrated by the institutional investors participating in our
financing.  This financing is the final prerequisite needed for
Biovest to exit from Chapter 11 reorganization.  We can now
demonstrate to the Court that Biovest has the financial strength
to implement its Plan of Reorganization and to move forward to
execute its business plan while striving to build significant
stockholder value.  As Biovest prepares to formally exit
Chapter 11, I want to thank our creditors, stockholders,
consultants, legal team, customers, vendors and especially our
committed employees for their vision and unyielding support.  Most
of all, we want to thank the patients and their physicians who
have participated in and supported the BiovaxID clinical trials.
Getting to this point in the development of BiovaxID has been a
herculean effort by all so that Biovest can continue to play an
important role in advancing BiovaxID for the treatment of non-
Hodgkin's lymphoma."

Biovest's BiovaxID cancer vaccine was recently featured in an
article titled, "What Comes After Dendreon's Provenge?" by Dr.
Patricia Dimond, published in Genetic Engineering & Biotechnology.

                  About Biovest International

Based in Tampa, Florida, Biovest International Inc. (OTCQB:
BVTI) -- http://www.biovest.com/-- is an emerging leader in the
field of active personalized immunotherapies targeting life-
threatening cancers of the blood system.  Developed in
collaboration with the National Cancer Institute, BiovaxID(R) is a
patient-specific, cancer vaccine, demonstrating statistically
significant Phase III clinical benefit by prolonging disease-free
survival in vaccinated patients suffering from indolent follicular
non-Hodgkin's lymphoma, confirming a previous positive Phase II
study.

As of June 30, 2010, Biovest is 75% owned subsidiary of Accentia
Biopharmaceuticals Inc.

Biovest, along with its subsidiaries, Biovax, Inc., AutovaxID,
Inc., Biolender, LLC, and Biolender II, LLC, filed for Chapter 11
bankruptcy protection on November 10, 2008 (Bankr. M.D. Fla. Case
No. 08-17796).

Biovest filed its Joint Plan of Reorganization on May 14, 2010,
and its Joint Disclosure Statement on July 2, 2010.  On August 9,
2010, the Bankruptcy Court held a hearing on the Joint Disclosure
Statement and scheduled a confirmation hearing on the Joint Plan
for September 22, 2010.

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


BLUEKNIGHT ENERGY: Raises Equity, Repays Existing Debt
------------------------------------------------------
Blueknight Energy Partners, L.P. has raised new equity, repaid in
full the existing indebtedness under its prior credit agreement
and will hold a unitholder meeting regarding certain unitholder
proposals pursuant to a Global Transaction Agreement described in
more detail below.

In addition, the Partnership has been informed that CB-Blueknight,
LLC, an affiliate of Charlesbank Capital Partners, LLC, has
entered into an agreement with Blueknight Energy Holding, Inc. an
affiliate of Vitol Holding B.V., to purchase 50% of the membership
interests in the entity that controls the Partnership's general
partner.  Because this is a private transaction, financial terms
were not disclosed.  The agreement is subject to customary closing
conditions and approvals.

"We look forward to a new chapter in Blueknight's history.  With
the refinancing of its debt, Blueknight is positioned to take
advantage of new investment opportunities with a focus on building
unitholder value rather than dealing with legacy debt issues,"
stated James Dyer, chief executive officer and director of the
Partnership's general partner who is affiliated with Vitol
Holding.  Further, Mr. Dyer explained, "Vitol's increased
investment in Blueknight reflects Vitol's confidence in the
company.  The Partnership has made great strides over the past 10
months to stabilize operations and reposition the company with
customers and the market. We are excited to welcome Charlesbank as
a partner who is committed to Blueknight's success."

Jon Biotti, Charlesbank managing director, said, "We are impressed
with the quality and depth of Blueknight's management team and are
delighted to partner with Vitol to continue the process of
repositioning the company.  We look forward to supporting
Blueknight as it continues to improve its operations and grow its
business over the long term."

The Global Transaction Agreement outlines a series of transactions
related to the refinancing of the Partnership's existing debt and
the recapitalization of the Partnership's securities.  Generally,
these transactions are separated into three types of transactions:
(i) Phase I Transactions, (ii) Unitholder Vote Transactions and
(iii) Phase II Transactions.  Each of these transactions and the
corresponding documents are outlined in more detail below.  Copies
of the Global Transaction Agreement and the agreements entered
into in connection therewith will be available in a Current Report
on Form 8-K that will be filed by the Partnership on the date
hereof.

The Board of Directors of the Partnership's general partner
approved the Global Transaction Agreement and the transactions
contemplated therein based on a recommendation from its Conflicts
Committee, which consists entirely of independent directors.  The
Conflicts Committee retained independent legal and financial
advisors to assist it in evaluating the Global Transaction
Agreement and the transactions contemplated thereby and considered
a number of factors in approving the Global Transaction Agreement
and such transactions, including an opinion from the Conflicts
Committee's independent financial advisor that the Transactions
are fair, in aggregate, from a financial point of view, to the
public unaffiliated common unitholders of the Partnership.

                       Phase I Transactions

The Partnership completed the following Phase I Transactions
concurrently with the execution of the Global Transaction
Agreement:

entering into a new credit agreement, which includes a $200
million term loan facility and a $75 million revolving loan
facility; issuing an aggregate of 21,538,462 Series A Preferred
Units (to Vitol Holding and Charlesbank Holding for a cash
purchase price of $6.50 per Preferred Unit in a privately
negotiated transaction and granting Vitol Holding and Charlesbank
Holding certain registration rights pursuant to a Registration
Rights Agreement for the resale of Common Units issued as a result
of the conversion of their Preferred Units; and issuing
Convertible Subordinated Debentures to Vitol Holding and
Charlesbank Holding in the aggregate principal amount of $50
million, with such debentures being convertible into Preferred
Units on December 31, 2011 if not earlier redeemed from proceeds
from an equity offering.

The Partnership used borrowings under its new credit agreement
together with proceeds from the Private Placement and the sale of
the Convertible Subordinated Debentures: (i) to repay all existing
indebtedness under the Partnership's prior credit agreement, (ii)
to pay certain transaction expenses incurred in connection with
the Global Transaction Agreement and the transactions contemplated
thereby, including a payment of approximately $350,000 to each of
Vitol Holding and Charlesbank Holding as partial reimbursement of
their expenses incurred in connection with the negotiation and
preparation of the Global Transaction Agreement and the
transactions contemplated thereby, and (iii) for general
partnership purposes. Vitol Refining Group B.V., an affiliate of
Vitol Holding B.V., is a lender under the new credit agreement.

                   Unitholder Vote Transactions

Pursuant to the Global Transaction Agreement, the Partnership's
general partner has agreed to convene a special meeting  of
holders of the Partnership's Common Units and Subordinated Units
to consider and vote upon the following unitholder proposals:

approval to amend the Partnership's partnership agreement to reset
the Minimum Quarterly Distribution to $0.09 per unit per quarter
from $0.3125 per unit per quarter and corresponding adjustments to
the other Target Distributions, each effective as of the first day
of the quarter during which the unitholders approve the Unitholder
Proposals; approval of the waiver of the Cumulative Common Unit
Arrearage due and owing through the quarter prior to the quarter
during which the unitholders approve the Unitholder Proposals; and
approval to amend the Partnership's partnership agreement to
provide that no Minimum Quarterly Distribution dividends shall
accrue or be paid to the holders of Subordinated Units during the
four-quarter period following the date that the unitholders
approve the Unitholder Proposals and that, instead, such Minimum
Quarterly Distributions that would otherwise be paid to the
holders of Subordinated Units will be paid to holders of Common
Units, with the Conflicts Committee determining the amount of any
such distribution.

The Board and the Conflicts Committee has each recommended that
the public unitholders approve the Unitholder Proposals.  The
Unitholder Proposals must be approved by a majority of the
outstanding Common Units held by non-affiliates of Vitol Holding
and Charlesbank Holding. The Preferred Units are not entitled to
vote upon the Unitholder Proposals.

                       Phase II Transactions

Pursuant to the Global Transaction Agreement, upon the approval of
the Unitholder Proposals, the following Phase II Transactions will
take place:

the Partnership's general partner will amend the Partnership's
partnership agreement to reflect the approval of the Unitholder
Proposals; no later than 20 days after the date of the approval of
the Unitholder Proposals, the Partnership will issue and sell to
Vitol Holding and Charlesbank Holding an aggregate of 2,615,386
Preferred Units (1,307,693 Preferred Units to Vitol Holding and
Charlesbank Holding, respectively) for a cash purchase price of
$6.50 per Preferred Unit in a private transaction, resulting in
total gross proceeds of approximately $17 million, such proceeds
to be used to make the Special Distribution; no later than 15 days
after the Unitholder Approval Date, the Partnership's general
partner will declare a distribution in favor of the holders of the
Common Units in the amount of $0.78 per Common Unit, such Special
Distribution to be paid no later than 45 days after the Unitholder
Approval Date; and the Partnership will undertake to complete a
rights offering pursuant to which the Partnership will distribute
to its existing common unitholders 0.5310 rights for each
outstanding Common Unit, with each whole right entitling the
holder to acquire, for a subscription price of $6.50, a newly
issued Preferred Unit, with the proceeds from such Rights Offering
being used to redeem the Convertible Subordinated Debentures and
for general partnership purposes.  These newly issued Preferred
Units will be identical to the Preferred Units issued to Vitol
Holding and Charlesbank Holding in the Private Placement.

                         Investor Conference Call

The Partnership will hold a conference call on Wednesday,
October 27, 2010 at 3:30 p.m. Central Time (4:30 p.m. Eastern
Time) to discuss the refinancing transactions.  The conference
call can be accessed through the Investors section of the
Partnership's Web site at http://www.bkep.comor by telephone at
877-407-4134.  International locations may dial-in by calling 201-
689-8430.

                     About Blueknight Energy

Blueknight Energy Partners, L.P. (Pink Sheets: BKEP)
-- http://www.bkep.com/-- owns and operates a diversified
portfolio of complementary midstream energy assets consisting of
approximately 8.2 million barrels of crude oil storage located in
Oklahoma and Texas, approximately 6.7 million barrels of which are
located at the Cushing Oklahoma Interchange, approximately 1,300
miles of crude oil pipeline located primarily in Oklahoma and
Texas, approximately 185 crude oil transportation and oilfield
services vehicles deployed in Kansas, Colorado, New Mexico,
Oklahoma and Texas and approximately 7.2 million barrels of
combined asphalt and residual fuel storage located at 45 terminals
in 22 states.  BKEP provides integrated terminalling, storage,
processing, gathering and transportation services for companies
engaged in the production, distribution and marketing of crude oil
and asphalt product.  BKEP's general partner is controlled by
Vitol Holding B.V. and its affiliates, which are engaged in the
global physical supply and distribution of crude oil, petroleum
products, coal, natural gas and other commodities.  BKEP is based
in Oklahoma City, Oklahoma and Tulsa, Oklahoma.

The Company's balance sheet at June 30, 2010, showed
$297.3 million in total assets, $447.2 million in total
liabilities, and a partners' deficit of $149.9 million.

                           *     *     *

PricewaterhouseCoopers LLP, in Tulsa, Okla., in its report on the
Partnership's financial statements for the year ended December 31,
2009, expressed substantial doubt about its ability to continue as
a going concern.  The independent auditors noted that the
Partnership has substantial long-term debt, a deficit in partners'
capital, and significant litigation uncertainties.


BOMBARDIER INC: Fitch Assigns 'BB+' Rating to $1 Bil. Notes
-----------------------------------------------------------
Fitch Ratings expects to assign a rating of 'BB+' to Bombardier
Inc.'s planned issuance of Euro-denominated notes in an amount
equivalent to approximately US$1.0 billion with maturities not
extending beyond 2021.  BBD intends to use proceeds to fund a
concurrent tender offer for floating rate notes due in 2013 and 8%
notes due in 2014.  The refinancing of BBD's debt will improve its
medium-term liquidity while it addresses cyclically low demand in
its aerospace markets and develops several major aircraft
programs.

The Rating Outlook is Negative.  As of July 31, 2010, BBD's
outstanding debt and preferred stock totaled nearly $5 billion.

The ratings are supported by BBD's business diversification,
strong market positions at Bombardier Aerospace and Bombardier
Transportation, large backlog at BT that helps to buffer
volatility in orders, and a lower cost structure at BA
accomplished through production cuts in response to weak demand.
In addition, BBD maintains substantial liquidity and has a
conservative debt structure which will involve only modest debt
repayments prior to calendar 2016 once it completes its pending
debt and tender offer transactions.  As a result, BBD is
positioned to invest in new aircraft development even as is copes
with current weakness in its aerospace markets.  In the long term,
the company intends to build a stronger capital structure and
reduce leverage, which will be important to reducing its cost of
funds and improving its financial and strategic flexibility.

The Negative Rating Outlook reflects concerns about low margins at
BA, economic challenges in Europe that represents BT's largest
market, BBD's limited free cash flow, large pension contributions,
and risks related to BA's development programs for new aircraft.
BBD's operating results continue to be affected by difficult
conditions in its aerospace business, which is expected to remain
pressured by low demand for business and commercial aircraft.  As
a result, credit metrics may be weak until demand for business
jets and regional aircraft begins to recover.  At July 31, 2010
debt/EBITDA was 3.2 times, reflecting cyclically low operating
results at BA and higher debt levels related to spending on
aircraft development and a temporary increase in working capital
requirements.

Free cash flow after dividends in fiscal 2011 is expected by BBD
to be slightly positive including break-even cash flow at BA.
Through the first half of fiscal 2011, the company was on track to
meet these expectations.  BA's free cash flow was negative in the
first half of 2011, as expected, due to slower deliveries of
regional aircraft and business jets, higher capital expenditures,
and higher working capital requirements.  Working capital and free
cash flow should improve significantly later in fiscal 2011 with
the delivery of a large order for regional jets and entry into
service of the CRJ1000 NextGen aircraft.  The CRJ1000 NextGen was
delayed into the second half of fiscal 2011 due to a previous
problem with rudder controls which prompted the suspension of
flight testing.  Longer-term, free cash flow at BA will be
affected over the next several years by higher capital
expenditures to support ongoing new product development for key
programs including the CSeries, Learjet 85, and the recently
announced Global 7000 and Global 8000 aircraft.  Expenditures for
other programs are being closely controlled while BA addresses the
slump in its aerospace business.

Free cash flow at BT should be positive in fiscal 2011, reflecting
continuing demand in its global rail markets and benefits from
stimulus spending.  Recent results have been lower due to the
timing of projects and the negative impact on demand for
locomotives related to the economy.  A need for infrastructure in
international markets should support BT's long-term growth.  There
are some potential concerns about markets in Europe related to
budget pressures at BT's governmental customers which could
disrupt near-term infrastructure investment.

BA anticipates that business jet deliveries in fiscal 2011 will
decline 15% and commercial aircraft deliveries will decline 20%.
These figures are near the low end of industry ranges expected by
Fitch in 2010 including declines of 5%-10% in business jet
deliveries, at least 15% in regional jet deliveries (excluding new
entrants), and around 5% for turboprops.  It is possible that
business jet demand may not improve significantly before 2012.
Although deliveries remain at low levels, they are sufficient to
support the company's current production rates in the near term.
Net orders for business jets, while low, are above the worst
levels over a year ago, reflecting a fall-off in cancellations,
improving utilization rates and lower inventories of used jets.
Orders for regional jets are also at low levels due to lower
passenger traffic and financial difficulties at the airlines.
BBD's aircraft inventories, including on-balance sheet inventory
and sale-leaseback facilities, were still at high levels as of
July 31, 2010.  If the pace of orders fails to improve materially,
BBD's operating results and cash flow could be pressured and delay
its return to stronger financial measures.

Other rating concerns include project risk on transportation
contracts and the impact of currency movements on financial
results and planning.  Contingent liabilities related to past
aircraft financing represents another concern as highlighted by
Mesa's bankruptcy early in 2010.  BBD's direct exposure to Mesa
should be manageable, but its ultimate exposure related to credit
and residual value guarantees is uncertain.  The Mesa bankruptcy
could hurt valuations throughout the regional aircraft industry
depending on how the bankruptcy develops.  BBD's contingent risks
are mitigated by the timing of the liabilities which are spread
out over time.

The ratings could be downgraded if demand for business jets
remains depressed for a sustained period, if BBD's transportation
markets were to weaken materially, or if cash deployment for
capital expenditures or other uses results in higher leverage or a
reduction in BBD's liquidity.  The ratings could also be
negatively affected by challenges related to BBD's aircraft
development programs, especially the CSeries, such as unexpected
costs or delays, weak orders, or actions by competitors.  On the
other hand, the Outlook could return to Stable if conditions in
BBD's aerospace markets stabilize and BBD is able to reduce debt
and leverage.

BBD's liquidity at July 31, 2010 included approximately
$2.8 billion of unrestricted cash balances and availability under
a $500 million bank revolver that matures in September 2011.  Cash
balances do not include $650 million of restricted cash related to
its letter of credit facilities.  Restricted cash balances are not
available for liquidity purposes or for the benefit of unsecured
bondholders.  Off-balance sheet debt includes sale-leaseback
facilities used to help fund BBD's inventory of used business
jets.  BBD's bank facilities contain financial covenants including
various leverage and liquidity requirements for both BA and BT.
The covenants remain in compliance but could potentially become a
concern if BBD's results are weaker than expected or if liquidity
is reduced by unusually large expenditures for uses such as
aircraft development programs, working capital or pension
contributions.  BBD estimates pension contributions at
$336 million in fiscal 2011.

Fitch currently rates Bombardier Inc.:

  -- Issuer Default Rating 'BB+';
  -- Senior unsecured revolving credit facility 'BB+';
  -- Senior unsecured debt 'BB+';
  -- Preferred stock 'BB-'.


BOMBARDIER INC: Moody's Assigns 'Ba2' Rating to Senior Notes
------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to Bombardier
Inc.'s planned EUR770 million senior unsecured notes issue, due
2021.  The net proceeds will be used to refinance a similar amount
(US$1 billion equivalent) of Bombardier's senior unsecured debt
that currently matures in 2013 and 2014.  The transaction will
modestly improve the company's already good liquidity profile, but
does not have an impact on its Ba2 corporate family rating, Ba2
probability of default rating or SGL-2 speculative grade liquidity
rating.  Bombardier's ratings outlook remains stable.

Assignments:

Issuer: Bombardier Inc.

  -- Senior Unsecured Regular Bond/Debenture, Assigned Ba2, LGD 4,
     52%

                        Ratings Rationale

Bombardier's Ba2 corporate family rating is supported by its
significant scale, strong global market positions, natural
barriers to entry and sizeable backlog levels in the nearly equal-
sized Aerospace and Transportation business segments.  The outlook
for Bombardier's Transportation segment continues to be favorable
and consolidated liquidity is good, underscored by large cash
balances.  The company's rating is constrained by Moody's
expectation that its key credit metrics will continue to
deteriorate through the cyclical downturn in the Aerospace
segment's results and that consolidated leverage (adjusted by
Moody's) may increase to around 4.5x by the end of fiscal 2011.
Resumption of earnings growth in fiscal 2012 should improve
leverage from this level although free cash flow is unlikely to be
material for the foreseeable future due to the substantial capital
investment required for its aircraft development programs.  The
Ba2 rating of the senior unsecured notes considers that the legal
entity of Bombardier Inc. is a relatively sizeable operating
company, responsible for the majority of the company's Aerospace
activity.  Moreover, the senior unsecured rating reflects the
near-absence of subsidiary debt.

Upwards rating movement would require evidence that the cyclical
down forces in Aerospace had abated, supporting Moody's
expectation that leverage would improve below 3.25x and EBIT/
Interest would remain above 2.75x.  Bombardier's rating could be
downgraded if leverage remained above 4.25x and EBIT/ Interest
expense dropped below 1.75x.

Bombardier Inc., headquartered in Montreal, Quebec, is a
diversified manufacturing company involved in the aerospace and
transportation markets.  Trailing twelve month revenues to
July 31, 2010, totaled roughly $18 billion.


BOMBARDIER INC: S&P Assigns 'BB+' Rating to Senior Notes
--------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BB+' debt
rating (the same as the corporate credit rating on the company),
and '4' recovery rating, to Montreal-based Bombardier Inc.'s
proposed EUR750 million senior unsecured notes due 2021.  The '4'
recovery rating indicates S&P's expectation of average (30%-50%)
recovery in the event of default.

"Standard & Poor's views the notes issuance as neutral to the
long-term corporate credit rating as Bombardier will use proceeds
to retire existing debt and, as a result, leverage metrics and
S&P's assessment of the company's financial risk profile will
remain the same," said Standard & Poor's credit analyst Jamie
Koutsoukis.  "Furthermore, the company will use proceeds from the
new notes to retire debt due in 2013 and 2014, extending
Bombardier's debt maturity profile, which S&P view as positive for
its liquidity position," Ms. Koutsoukis added.

Company officials expect to use proceeds of this issue to
repurchase and retire Bombardier's floating-rate senior notes due
2013 and 8% senior notes due 2014.

The 'BB+' long-term corporate credit rating on Bombardier reflects
Standard & Poor's view of the company's leading market positions
in the transportation and business aircraft segments, its good
cost efficiency, and increasing product range and diversity.
Furthermore, the rating incorporates Bombardier's consistent
maintenance of its significant financial risk profile and strong
liquidity.  These positive factors are partially offset, in S&P's
opinion, by the challenging, albeit improving, market conditions
the aerospace industry faces and resultant negative pressure on
cash generation; indirect exposure to a customer base with weak
credit quality in aerospace; and the high execution risk of new
aircraft programs.

                          Ratings List

                         Bombardier Inc.

  Corporate credit rating                          BB+/Stable/--

                         Rating Assigned

      EUR750 million senior unsecured notes due 2021   BB+
       Recovery rating                                 4


BOYKIN TRUST: Case Summary & 4 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Boykin Trust, LLC
        P.O. Box 342
        Montrose, AL 36559

Bankruptcy Case No.: 10-04931

Chapter 11 Petition Date: October 22, 2010

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

Debtor's Counsel: C. Michael Smith, Esq.
                  150 South Dearborn Street
                  Mobile, AL 36602-1606
                  Tel: (251) 433-0588
                  E-mail: paulandsmithpc@earthlink.net

Estimated Assets: $0 to $50,000

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

A list of the Company's four largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/alsb10-04931.pdf

The petition was signed by Jack W. Boykin, managing member.


BURGER KING: S&P Downgrades Corporate Credit Ratings to 'B'
-----------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
corporate credit ratings on the Miami-based Burger King Corp.,
subsidiary of Burger King Holdings Inc., to 'B' from 'BB-'.  S&P
also removed the ratings from CreditWatch, where they were placed
with negative implications on Sept. 2, 2010.  The rating outlook
is stable, indicating S&P's expectation that Burger King can
improve credit metrics with free cash flows and profit
improvements but that credit ratios will remain appropriate for
the rating category in the near term.  This action comes as an
affiliate of 3G Capital has closed on the acquisition of Burger
King Holdings Inc.

"The rating on Burger King reflects S&P's belief that it will be
difficult for the company to grow comparable-store sales in the
U.S. because of both its participation in the highly competitive
quick-service restaurant industry and the likelihood that domestic
unemployment will remained elevated in the near term," said
Standard & Poor's credit analyst Charles Pinson-Rose.  S&P expects
that the company can improve operating performance through
international restaurant growth and cost management.  S&P also
expects Burger King to use most of its free cash flow generation
to reduce debt, leading to credit metric enhancement.
Nonetheless, S&P expects the company to be highly leveraged in the
near term.

3G Capital and Burger King Corp. issued $2.65 billion of funded
debt to finance the acquisition of the common stock of Burger King
Holdings, Inc., weakening credit metrics accordingly.  Pro forma
operating lease-adjusted debt to EBTIDA is about 6.8x, which is up
from 3.4x (at June 30, 2010, the end of fiscal 2010).  Also, pro
forma, lease-adjusted EBITDA coverage of interest worsened to
about 1.8x from 4.0x.  Nonetheless, S&P expects Burger King can
enhance its credit metrics going forward but anticipate that the
company will still be highly leveraged over the next two years.
In S&P's view, the company's highly franchised business model
should still allow for free cash flow generation, even with the
higher interest costs.


BWAY HOLDING: S&P Downgrades Corporate Credit Rating to 'B'
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
ratings on Atlanta, Ga.-based BWAY Holding Co. (the borrower under
the secured credit facilities) and BWAY Corp. (the operating
subsidiary of holding company BWAY Holding Co.) by one notch to
'B' from 'B+'.  The issue ratings on the senior secured credit
facilities and senior unsecured notes due 2018 were lowered
commensurately and the recovery ratings remained unchanged.  The
outlook for both corporate credit ratings is stable.

S&P also assigned a 'B' corporate credit rating to BWAY Parent Co.
Inc. (the holding company and indirect parent of both BWAY Holding
Co. and BWAY Corp.) and assigned a 'CCC+' issue-level rating and
'6' recovery rating to the proposed $125 million in PIK toggle
notes due 2015, to be issued by BWAY Parent Co. The company
expects to use proceeds to finance a distribution to the equity
sponsor, an affiliate of equity sponsor Madison Dearborn Partners
LLC.

The ratings are based on preliminary terms and conditions and
could be revised if the terms of the proposed financing change.

"The one-notch downgrade reflects additional risk to BWAY's very
aggressive financial policies and highly leveraged financial risk
profile, as S&P believes that the incurrence of $125 million of
debt at the holding company will result in a pro forma total
adjusted debt to EBITDA ratio of roughly 6.1x at June 30, 2010,"
said Standard & Poor's credit analyst James Siahaan.

The additional debt renders the company unlikely to achieve the
roughly 5x total adjusted debt to EBITDA or 15% funds from
operations to debt ratios in the near term that S&P deemed
appropriate at the previous rating.

Although the toggle feature of the notes allows for interest
payments to be funded via 100% cash, 50% cash plus 50% PIK, or
100% PIK (interest will accrue at an annual rate equal to a to-be-
specified cash interest rate plus 75 basis points), S&P believes
that BWAY intends to finance the interest payments solely via the
PIK method, which S&P believes will result in a substantial
increase to the value of the obligation over the next few years.
The notes are not guaranteed and are unsecured obligations that
are structurally subordinate to all obligations of the parent's
subsidiaries.  The terms of the notes contain an optional
redemption provision whereby the notes can be redeemed at any time
subject to the issuer paying a make-whole premium and can be
redeemed at specified redemption prices after 2012.

The rating on BWAY reflects the company's significant debt
leverage, which increased as a result of the June 16, 2010,
leveraged buyout of the company by investment funds affiliated
with Madison Dearborn.  In addition, we've taken into account the
company's very aggressive financial policies; key industry risks,
such as weak demand in the housing and industrial end markets and
variable resin costs; and substantial customer concentration.
These weaknesses are partially offset by modest volume growth in
the metal and plastic segments, along with the company's good
profitability and cash flow, as well as benefits derived from
plant rationalization, favorably structured contracts, and cost
reduction efforts.

BWAY, with annual sales of about $1 billion, mainly produces
plastic containers and general-line metal containers for packaging
paints, solvents, and household products in the U.S. market.  It
is also the third-largest producer in North America of aerosol
cans, which represent about 12% of the company's sales.


C&D TECHNOLOGIES: Offers Stock in Exchange of Notes Under Plan
--------------------------------------------------------------
C&D Technologies Inc. said that as part of its restructuring plan
it has commenced an offer to exchange all of its outstanding 5.25%
Convertible Senior Notes due 2025 and 5.50% Convertible Senior
Notes due 2026 for up to 95% of shares of the Company's common
stock.

The consummation of the exchange offer is conditioned upon, among
other things, at least 95% of the aggregate principal amount of
the Notes being tendered and not withdrawn and the holders of
Common Stock approving the exchange offer and an amendment to the
Company's certificate of incorporation authorizing an increase in
the number of shares of Common Stock.  If all of the Notes are
exchanged, the participating noteholders will receive their pro
rata share of 95% of the issued and outstanding Common Stock of
the Company immediately following completion of the exchange
offer, and the existing holders of Common Stock will retain 5% of
the issued and outstanding Common Stock of the Company, in each
case subject to dilution due to securities issued under the
Company's management incentive plans.

The exchange offer is an out-of-court method of restructuring the
Company's indebtedness to address imminent debt repayment
obligations and liquidity issues.  If the exchange offer is
unsuccessful, as a result of a failure to satisfy the Minimum
Tender Condition or otherwise, the Company will be unable to repay
its current indebtedness from cash on hand or other assets.

Therefore, the Company is simultaneously soliciting holders of
the Notes and the existing holders of Common Stock to approve a
prepackaged plan of reorganization as an alternative to the
exchange offer.  If the restructuring is accomplished through the
prepackaged plan of reorganization, 100% of the Notes, plus all
accrued and unpaid interest, will be cancelled, and holders of
Notes will receive their pro rata share of either:

    i) 95% of the common stock of the Company issued under the
       prepackaged plan, if the Shareholder Exchange Consent is
       obtained or

   ii) 97.5% of the New Common Stock, subject to dilution by any
       issuance made pursuant to certain shareholder warrants to
       purchase 5.0% of the Common Stock, if the Shareholder
       Exchange Consent is not obtained.

If the restructuring is accomplished through the prepackaged plan
of reorganization, 100% of the Common Stock will be cancelled, and
holders of Common Stock will receive their pro rata share of
either:

    i) 5% of the New Common Stock, if the Company's stockholders
       approve the Shareholder Exchange Consent or

   ii) (x) 2.5% of the New Common Stock and (y) Shareholder
       Warrants, if the Company's stockholders do not approve the
       Shareholder Exchange Consent.

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

                        The Exchange Offer

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

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

             The Prepackaged Plan of Reorganization

If the Minimum Tender Condition is not satisfied or if the
Shareholder Exchange Consent is not obtained, but a sufficient
number of holders of Notes and holders of a requisite principal
amount of Notes vote to accept the prepackaged plan of
reorganization, then the Company will pursue an in-court
restructuring.  If confirmed, the prepackaged plan of
reorganization would have principally the same effect as if 100%
of the holders of Notes had tendered their notes in the exchange
offer.  To confirm the prepackaged plan of reorganization without
invoking the "cram-down" provisions of the Bankruptcy Code,
holders of Notes representing at least two-thirds in amount and
more than 1/2 in number of those who vote and holders of at least
2/3 in number of outstanding Common Stock who vote must vote to
accept the plan.

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

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

Epiq Bankruptcy Solutions LLC is serving as exchange agent and
information agent for the exchange offer and as tabulation agent
for the solicitation of the prepackaged bankruptcy plan.

Holders of Notes with questions regarding the tender and exchange
process or voting on the prepackaged plan of reorganization should
contact Epiq at (646) 282-2400 or at (866) 734-9393 (toll free).

Macquarie Capital (USA) Inc. is acting as the dealer-manager for
the exchange offer and the financial advisor to the Company for
purposes of the restructuring.

                      About C&D Technologies

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

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

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

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

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


CANWEST GLOBAL: Canada Approves Shaw's $1.94B Offer TV Assets
-------------------------------------------------------------
Bankruptcy Law360 reports that Canada's broadcasting regulator has
signed off on Shaw Communications Inc.'s CA$2 billion
($1.94 billion) acquisition of Canwest Global Communications
Corp.'s distressed television assets, finally allowing the deal to
be completed just over a year after Canwest first filed for
bankruptcy protection.

Law360 says the Canadian Radio-television and Telecommunications
Commission gave its approval to the deal Friday, saying it was
satisfied that the transaction would benefit the broader Canadian
broadcasting system.

                        About Canwest Global

Canwest Global Communications Corp. (TSX: CGS and CGS.A) --
http://www.canwest.com/-- an international media company, is
Canada's largest media company.  In addition to owning the Global
Television Network, Canwest is Canada's largest publisher of
English language daily newspapers and owns, operates and holds
substantial interests in conventional television, out-of-home
advertising, specialty cable channels, web sites and radio
stations and networks in Canada, New Zealand, Australia, Turkey,
Indonesia, Singapore, the United Kingdom and the United States.

On October 6, 2009, Canwest Global, Canwest Media Inc., Canwest
Television Limited Partnership (including Global Television,
MovieTime, DejaView and Fox Sports World), The National Post
Company and certain subsidiaries voluntarily entered into, and
successfully obtained an Order from the Ontario Superior Court of
Justice (Commercial Division) commencing proceedings under the
Companies' Creditors Arrangement Act.  The CMI Entities'
commencement of these proceedings was undertaken in furtherance of
a proposed recapitalization transaction that is supported by over
70% of holders of the 8% senior subordinated notes issued by CMI.
On the same day, FTI Consulting Canada Inc., the Court-appointed

Monitor in the CCAA proceedings, sought protection in the United
States Bankruptcy Court under Chapter 15 of the United States
Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 09-15994) for
certain of the entities involved in Canwest's television business
that filed for protection under the CCAA, including Canwest,
Canwest Media Inc. and Canwest Global Broadcasting
Inc./Radiodiffusion Canwest Global Inc.  Judge Stuart M. Bernstein
presides over the Chapter 15 cases.  Evan D. Flaschen, Esq., at
Bracewell & Giuliani LLP, in Hartford, Connecticut, serves as
Chapter 15 Petitioner's counsel.  The Chapter 15 Debtors disclosed
estimated assets of $500 million to $1 billion and estimated debts
of $50 million to $100 million.  In a regulatory filing with the
U.S. Securities and Exchange Commission, Canwest Media disclosed
C$4,847,020,000 in total assets and C$5,826,522,000 in total
liabilities at May 31, 2009.


CAPITAL GROWTH: Auction for Sale of Assets Commenced on October 21
------------------------------------------------------------------
Capital Growth Systems, Inc., together with its wholly owned
subsidiaries Global Capacity Direct, LLC, Global Capacity Group,
Inc., CentrePath, Inc., FNS 2007, Inc., 20/20 Technologies, Inc.,
20/20 Technologies I, LLC, Global Capacity Holdco, LLC, Nexvu
Technologies, LLC, Capital Growth Acquisition, Inc. are presently
subject to Bankruptcy Court proceedings in the U.S. Bankruptcy
Court, District of Delaware.

In a regulatory filing Thursday, Capital Growth disclosed that the
Debtors commenced the auction for the sale of the Debtors' assets
as scheduled on October 21, 2010.  The bidding process was
commenced but not concluded.

The Debtors' proposed Plan of Reorganization contemplates, among
other things, a sale of the Debtors' assets pursuant to Section
363 of the Bankruptcy Code.

As reported in the Troubled Company Reporter on October 15, 2010,
the Debtors had advised Global Acquisition Newco Corp., an
affiliate of the Tranche B Lenders, that the exclusive period for
making a stalking horse bid had lapsed and that the Company would
be revising its bidding procedures to seek bids from prospective
buyers without a stalking horse bidder.

As reported in the Troubled Company Reporter on October 18, 2010,
the hearing to consider the confirmation of the Debtors' proposed
Plan of Reorganization has been set for November 2, 2010.

                   About Capital Growth Systems

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

Capital Growth Systems and and eight (8) wholly owned subsidiaries
filed for Chapter 11 protection on July 23, 2010.  The lead debtor
is Global Capacity Holdco LLC (Bankr. D. Del. Case No. 10-12302).
Global Capacity Group Inc. estimated $10 million to $50 million in
assets and debts in its petition.

At June 30, 2010, Capital Growth Systems and its subsidiaries'
consolidated balance sheet showed total assets of $25.5 million,
total liabilities of $72.0 million, and a stockholders' deficit of
$46.5 million.


CATHOLIC CHURCH: Records Released in San Diego Diocese's Case
-------------------------------------------------------------
The Associated Press reports that lawyers for 144 people who claim
they were sexually abused by Roman Catholic priests in the San
Diego Diocese released thousands of pages of previously sealed
church documents on Sunday with details of complaints against the
priests that include medical records and correspondence between
priests and their superiors.

According to the AP, a judge ruled on Friday that roughly 10,000
pages of internal records could be made public after a years-long
legal battle between those who claimed abuse and the diocese.  The
records are from the personnel files of 48 priests who were either
credibly accused or convicted of sexual abuse or named in a civil
suit.

The AP notes the 144 plaintiffs settled with the diocese in 2007
for nearly $200 million; the agreement provided that an
independent judge would determine what personnel records could be
made public.

As reported by the Troubled Company Reporter, Judge Peter D.
Lichtman of the Superior Court of California for the county of Los
Angeles issued an "Allocation Order" on December 7, 2007, dividing
among the plaintiffs the $198,125,0000 global settlement reached
on September 6, 2007, with the Roman Catholic Bishop of San Diego
and other Catholic institutions as part of bankruptcy mediation.

The Diocese was to give the first payments in January 2008, and
the remaining balance in September 2008, according to The North
County Times. How much any individual victim was to receive has
been ordered sealed because of the sensitive nature of the claims.
Teri Figueroa of The North County Times reported that the sealed
portion of Judge Lichtman's order provided for the division of
$173,000,000 of the Settlement Amount to 126 victims, which left
$25,000,000 for the 18 victims, who held out from the allocation
process.

                  About the San Diego Diocese

The Roman Catholic Diocese of San Diego in California --
http://www.diocese-sdiego.org/-- employs approximately 3,000
people in various areas of work.  The Diocese filed for Chapter 11
protection just before commencement of the first of court
proceedings for 140 sexual abuse lawsuits filed against the
Diocese.  Authorities of the San Diego Diocese said they were not
in favor of litigating their cases.

The San Diego Diocese filed for chapter 11 protection on Feb. 27,
2007 (Bankr. S.D. Calif. Case No. 07-00939).  Gerald P. Kennedy,
Esq., at Procopio, Cory, Hargreaves and Savitch LLP, represented
the Diocese.  Attorneys at Pachulski Stang Ziehl & Jones LLP
represented the Official Committee of Unsecured Creditors.  In its
schedules of assets and liabilities, the Diocese listed total
assets of $152,510,888 and total liabilities of $72,754,092.

On March 27, 2007, the Debtor filed its plan and disclosure
statement.  On November 1, 2007, the Court dismissed the San
Diego's bankruptcy proceeding.

(Catholic Church Bankruptcy News; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


CELL THERAPEUTICS: To Sell $21MM of Preferred Stock and Warrants
----------------------------------------------------------------
Cell Therapeutics, Inc., announced in a press release Wednesday
that it has entered into an agreement to sell, subject to
customary closing conditions, $21.0 million of shares of its
Series 7 Preferred Stock and warrants to purchase shares of its
common stock in a registered offering to four institutional
investors.  Each share of Series 7 Preferred Stock is convertible
at the option of the holder, at any time during its existence,
into approximately 2,703 shares of common stock at a conversion
price of $0.37 per share of common stock, for a total of
56,756,757 common shares.

In connection with the offering, the investors received warrants
to purchase up to 22,702,704 shares of common stock.  The warrants
have an exercise price of $0.45 per warrant share, for total
potential additional proceeds to the Company of approximately
$10.2 million upon exercise of the warrants.  The warrants are
exercisable six months and one day after the date of issuance and
expire five years from the date of issuance.

The Company intends to use the net proceeds from the offering for
general corporate purposes, which may include, among other things,
paying interest on and retiring portions of its outstanding debt,
funding research and development, preclinical and clinical trials,
the preparation and filing of new drug applications and general
working capital.  The Company may also use a portion of the net
proceeds to fund possible investments in, or acquisitions of,
complementary businesses, technologies or products.  The Company
has recently engaged in limited discussions with third parties
regarding such investments or acquisitions, but has no current
agreements or commitments with respect to any investment or
acquisition.

Shares of the Series 7 Preferred Stock will receive dividends in
the same amount as any dividends declared and paid on shares of
common stock and have no voting rights on general corporate
matters.

The closing of the offering is expected to occur on October 22,
2010, at which time the Company will receive the cash proceeds and
deliver the securities.

Rodman & Renshaw, LLC, a wholly-owned subsidiary of Rodman &
Renshaw Capital Group, Inc., acted as the exclusive placement
agent for the offering. T rout Capital LLC provided financial
advisory services.

A shelf registration statement relating to the shares of Series 7
Preferred Stock and warrants issued in the offering (and the
shares of common stock issuable upon conversion of the Series 7
Preferred Stock and exercise of the warrants) has been filed with
the Securities and Exchange Commission.  The shelf registration
statement was automatically effective upon filing with the SEC.  A
prospectus supplement relating to the offering will be filed with
the SEC.  Copies of the prospectus supplement and accompanying
prospectus may be obtained directly from the Company by contacting
the Company at the following address: Cell Therapeutics, Inc., 501
Elliott Avenue West, Suite 400, Seattle, Washington 98119.

                     About Cell Therapeutics

Headquartered in Seattle, Washington, Cell Therapeutics, Inc.
(NASDAQ and MTA: CTIC) -- http://www.CellTherapeutics.com/-- is a
biopharmaceutical company committed to developing an integrated
portfolio of oncology products aimed at making cancer more
treatable.

As of June 30, 2010, the Company had $94.6 million in total
assets, $77.7 million in total liabilities, $12.3 million in
common stock purchase warrants and shareholders' equity of
$4.6 million.

Stonefield Josephson, Inc., in San Francisco, Calif., expressed
substantial doubt about the Company' ability to continue as a
going concern, following the Company's 2009 results.  The
independent auditors noted that the Company has sustained loss
from operations, incurred an accumulated deficit, and has
substantial monetary liabilities in excess of monetary assets as
of December 31, 2009.

                        Bankruptcy Warning

In its Form 10-Q report for the period ended June 30, 2010, the
Company does not expect that its existing cash and cash
equivalents, including the cash received from the issuance of its
Series 6 preferred stock and warrants, will be sufficient to fund
its presently anticipated operations beyond the fourth quarter of
2010.  "If we fail to obtain additional capital when needed, we
may be required to delay, scale back, or eliminate some or all of
our research and development programs and may be forced to cease
operations, liquidate our assets and possibly seek bankruptcy
protection.


CHARLES MACRAE: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Joint Debtors: Charles David Macrae
               Paula Josephine Macrae
               12928 N. Rusty Iron Trail
               Tucson, AZ 85742

Bankruptcy Case No.: 10-33983

Chapter 11 Petition Date: October 21, 2010

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

Judge: James M. Marlar

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

Scheduled Assets: $3,647,849

Scheduled Debts: $5,603,866

A list of the Joint Debtors' 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/azb10-33983.pdf


CHEMTURA CORP: Judge Approves Ch. 11 Plan Despite Objections
------------------------------------------------------------
Bankruptcy Law360 reports that a federal judge has approved
Chemtura Corp.'s reorganization plan, over the objections of the
bankrupt company's equity holders, who said the plan undervalued
the chemical company.

Judge Robert E. Gerber of the U.S. Bankruptcy Court for the
Southern District of New York on Thursday issued an 82-page order
approving the plan, Law360 says.

                         About Chemtura Corp.

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


CHRYSLER FINANCIAL: Moody's Withdraws 'Caa1' Corp. Family Rating
----------------------------------------------------------------
Moody's Investors Service has withdrawn its Caa1 corporate family
rating of Chrysler Financial Services Americas LLC.

                        Ratings Rationale

Moody's Investors Service has withdrawn the credit rating for its
own business reasons.

Moody's last rating action on Chrysler Financial was an upgrade
of the firm's corporate family rating to Caa1 from Caa3 on
October 20, 2010.  The rating outlook was stable at the time of
withdrawal.

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


CITIGROUP INC: Fitch Upgrades Individual Rating to 'C'
------------------------------------------------------
Fitch Ratings has upgraded the Individual, Preferred and Trust
Preferred ratings of Citigroup Inc.:

     -- Individual to 'C' from 'C/D';

     -- Trust Preferred issued by various capital trust
        subsidiaries to 'BBB-' from 'BB-';

     -- Preferred Stock to 'BBB-' from 'C'.

Concurrently, Fitch has placed these ratings of Citi on Rating
Watch Negative:

     -- Long-term Issuer Default Rating (IDR) 'A+';

     -- Senior unsecured 'A+';

     -- Subordinated 'A';

     -- Short-term IDR 'F1+';

     -- Support '1';

     -- Support Floor 'A+'.

The upgrades of the Individual (or stand-alone assessment) and
preferred instrument ratings reflect improved financial
performance in 2010, including the emergence of sustainable
operating profits and favorable asset quality trends. Other
positive factors include success in reducing non-core assets and
strengthened capital and liquidity positions.  The upgrades are
tempered by a still relatively higher level of asset quality
problems combined with a large remaining portion of non-core
assets under the Citi Holdings' umbrella.  The Individual rating
currently translates to unsupported IDRs of 'BBB+/F2' but further
upgrades of the Individual rating and the unsupported IDRs over
the near term are a possibility if earnings stabilize and/or
increase, and broad asset quality trends indicate steady
improvement. Moreover, Fitch also incorporated the significant
improvements in Citi's capital strength as measured by current and
anticipated regulatory requirements as well as Fitch's own
measures of capital strength, which adjusts for items such as
mortgage servicing rights, deferred taxes and fair value of own
debt.

In 2010, Citi returned to operating profitability although returns
remain significantly below pre-crisis levels. In the first nine
months of 2010, return on assets improved to positive 0.65%
compared with negative 0.08% for full-year 2009.  Fitch
anticipates that Citi's operating results could improve further,
as loan loss provisions are likely to decrease, while the
international consumer banking and institutional client businesses
are expected to provide steady results. Moreover, earnings are
likely to be less affected from the non-core portfolios due to
conservative carrying values.  Thanks to its broad international
franchise, Citi's revenues and core earnings are likely to be less
affected than other major U.S. banks by recent U.S. legislation,
primarily affecting fee income; however, given Citi's sizable U.S.
card business, it will have to contend with industry-wide changes.
Moreover, the company's international operations, including a
presence in many faster growing markets, give Citi considerable
earnings power once asset quality problems in the U.S. are
resolved.

Fitch also considered the improvements to the risk management
culture as manifested by more disciplined risk-taking and steady
progress in addressing problem assets. Through the first nine
months of 2010, consumer non-performing loans (NPLs) declined both
in the U.S. and in each of the international regions. In addition,
early stage delinquencies trended down during the course of 2010
in the consumer portfolio. On the corporate side, NPLs continued
to diminish for the fourth consecutive quarter.

Consumer NPLs primarily reside in North America at 80% of total
consumer NPLs as of the of third quarter 2010 (end-3Q'10). Within
consumer NPLs, domestic mortgages and home equity loans at Citi
Holdings remain the largest portions. In domestic mortgages, the
dollar amount of NPLs decreased due to the slowdown in new NPLs
combined with successful mortgage modifications. However,
continued performance of these modified mortgages bears close
monitoring. That said, Citi's loan loss reserves (6.7% of total
loans at end-3Q'10) factor in potential losses in the event of
redefault.

Fitch believes Citi's exposure to rep and warranty losses
associated with residential mortgages is relatively low among
major U.S. banks, albeit material. Potential rep and warranty
losses along with the recently publicized foreclosure
documentation issues are believed by Fitch to be manageable
relative to Citi's operating income, capital, and reserves at this
time.

Since the core/non-core plan was announced in early 2009, non-core
assets managed under Citi Holdings have been reduced considerably
yet still remain sizeable. Non-core assets declined to $421
billion (21% of total assets) at end-3Q'10 from $650 billion (34%
of total assets) as of year-end 2008. The recently announced sale
of the student loan business, along with other asset sales and
write-downs will reduce this balance significantly in 4Q'10,
although fully resolving non-core assets likely will remain a
medium-term process.

Citi's capital ratios are now relatively strong. At end-3Q'10 the
Tier I common ratio stood at a solid 10.3% compared with just 2.7%
at mid-year 2009. In 2010, capital ratios benefited from internal
capital generation and a continued reduction in risk assets. In
the latter part of 2009, a share issue in December and the
completion of an exchange offer in September boosted Tier I common
and tangible common equity. At mid-year 2010, Fitch core capital
stood at 9.5% of risk-weighted assets, which compared well to the
average of 7.6% for the four largest U.S. banks. The U.S.
government's ownership of Citi has been reduced from a peak of 34%
to 12% by the end of 3Q'10 and this is anticipated to decline
further.

Going into 4Q'10, capital ratios are expected to improve owing to
the likelihood of positive internal capital generation and a
further reduction of risk assets. Fitch believes Citi will
continue to manage capital ratios conservatively in view of the
prospect for tougher U.S. regulatory requirements (particularly
for systemically important banks) as well as the probable
implementation of Basel 3, which will likely increase risk-
weighted assets over the implementation phases.

Citi's improved financial profile has further bolstered its
capacity to pay coupons on trust preferred instruments.
Furthermore, Citi has announced that it will begin paying
dividends on Series AA, E, F, and T preferred, which had been
suspended. Preferred servicing costs are now approximately $0.4
billion per quarter compared with a peak level of $1.9 billion per
quarter (including both trust preferred and other preferred
issues).

Currently, liquidity is comfortable at both the holding company
and bank levels with large levels of unencumbered cash and
securities. At the bank level, deposits have increased
significantly as a percentage of the funding mix. At Citibank,
N.A., total deposits increased to 75% of total liabilities at mid-
year 2010 compared with 66% at year-end 2008.

Individual ratings for U.S. banking units remain equalized due to
the existence under FIRREA of cross-default guarantees for
domestic affiliate banks. Certain debt ratings and trust preferred
ratings are being withdrawn as specific issues are no longer
outstanding as detailed below.

Citi is one of the leading banking institutions in the world with
by far the largest international banking franchise among U.S.
peers. Early in 2009, a strategic shift was announced which split
Citi into two major units: Citicorp to manage core operations
(regional consumer banking and the institutional clients group)
and Citi Holdings to manage and dispose of non-core assets.

Fitch has taken these rating actions:

Citigroup Inc.

     -- Long-term Issuer Default Rating (IDR) 'A+' placed on
        Rating Watch Negative

     -- Senior unsecured 'A+' placed on Rating Watch Negative;

     -- Subordinated 'A' placed on Rating Watch Negative;

     -- Preferred upgraded to 'BBB-' from 'C';

     -- Short-term IDR 'F1+' placed on Rating Watch Negative;

     -- Individual upgraded to 'C' from 'C/D';

     -- Support '1' placed on Rating Watch Negative;

     -- Support Floor 'A+' placed on Rating Watch Negative;

     -- Long-term FDIC guaranteed debt affirmed at 'AAA';

     -- Short-term FDIC guaranteed debt affirmed at 'F1+'.

Citigroup Funding Inc.

     -- Long-term IDR 'A+' placed on Rating Watch Negative;

     -- Senior unsecured 'A+' placed on Rating Watch Negative;

     -- Short-term IDR 'F1+' placed on Rating Watch Negative;

     -- Short-term debt 'F1+' placed on Rating Watch Negative;

     -- Long-term FDIC guaranteed debt affirmed at 'AAA';

     -- Short-term FDIC guaranteed debt affirmed at 'F1+'.

Citigroup Global Markets Holdings Inc.

     -- Long-term IDR 'A+' placed on Rating Watch Negative;

     -- Senior unsecured 'A+' placed on Rating Watch Negative;

     -- Subordinated 'A' placed on Rating Watch Negative;

     -- Short-term IDR 'F1+' placed on Rating Watch Negative;

     -- Short-term debt 'F1+' placed on Rating Watch Negative.

Citibank, N.A.

     -- Long-term IDR 'A+' placed on Rating Watch Negative;

     -- Long term deposits 'AA-' placed on Rating Watch Negative;

     -- Short-term IDR 'F1+' placed on Rating Watch Negative;

     -- Short-term deposits 'F1+' placed on Rating Watch Negative;

     -- Individual upgraded to 'C' from 'C/D';

     -- Support '1' placed on Rating Watch Negative;

     -- Support Floor 'A+' placed on Rating Watch Negative;

     -- Long-term FDIC guaranteed debt affirmed at 'AAA';

     -- Short-term FDIC guaranteed debt affirmed at 'F1+'.

Citibank (South Dakota), N.A.

     -- Long-term IDR 'A+' placed on Rating Watch Negative;

     -- Long-term deposits 'AA-' placed on Rating Watch Negative;

     -- Short-term IDR 'F1+' placed on Rating Watch Negative;

     -- Short-term deposits 'F1+' placed on Rating Watch Negative;

     -- Individual upgraded to 'C' from 'C/D';

     -- Support '1' placed on Rating Watch Negative;

     -- Support floor 'A+' placed on Rating Watch Negative.

Citibank Banamex USA

     -- Long-term IDR 'A+' placed on Rating Watch Negative;

     -- Subordinated 'A' placed on Rating Watch Negative;

     -- Long-term deposits 'AA-' placed on Rating Watch Negative;

     -- Short-term IDR 'F1+' placed on Rating Watch Negative;

     -- Short-term deposits 'F1+' placed on Rating Watch Negative;

     -- Individual upgraded to 'C' from 'C/D';

     -- Support '1' placed on Rating Watch Negative;

     -- Support Floor 'A+' placed on Rating Watch Negative.

Citigroup Derivatives Services LLC.

     -- Long-term IDR 'A+' placed on Rating Watch Negative;

     -- Short-term IDR 'F1+' placed on Rating Watch Negative;

     -- Support affirmed at '1'.

Citibank Canada

     -- Long-term IDR 'A+' placed on Rating Watch Negative;

     -- Long-term deposits 'A+' placed on Rating Watch Negative.

Citibank Japan Ltd.

     -- Long-term IDR 'A+' placed on Rating Watch Negative;

     -- Short-term IDR 'F1+' placed on Rating Watch Negative;

     -- Long-term IDR (local currency) 'A+' placed on Rating
        Watch Negative;

     -- Short-term IDR (local currency) 'F1+' placed on Rating
        Watch Negative;

     -- Support affirmed at '1'.

CitiFinancial Europe plc

     -- Long-term IDR 'A+' placed on Rating Watch Negative;

     -- Senior unsecured 'A+' placed on Rating Watch Negative;

     -- Senior shelf 'A+' placed on Rating Watch Negative;

     -- Subordinated 'A' placed on Rating Watch Negative.

Citibank International PLC

     -- Long-term IDR 'A+' placed on Rating Watch Negative;

     -- Short-term IDR 'F1+' placed on Rating Watch Negative;

     -- Support affirmed at '1'.

Commercial Credit Company

     -- Senior unsecured 'A+' placed on Rating Watch Negative.

Associates Corporation of North America

     -- Senior unsecured 'A+' placed on Rating Watch Negative;

     -- Subordinated 'A' placed on Rating Watch Negative.

Egg Banking plc

     -- Senior unsecured 'A+' withdrawn;

     -- Subordinated 'A' placed on Rating Watch Negative.

Citigroup Capital III, VII, VIII, IX, X, XIV, XV, XVI, XVII,
XVIII, XIX, XX, XXI, XXXI, and XXXII

     -- Trust Preferred upgraded to 'BBB-' from 'BB-'

Citigroup Capital XXIX, XXX

     -- Trust Preferred upgraded to 'BBB-' from 'BB-' and
        withdrawn

Adam Capital Trust III, Adam Statutory Trust III-V

     -- Trust Preferred upgraded to 'BBB-' from 'BB-'


CLYDE BARNEY: Case Summary & 16 Largest Unsecured Creditors
-----------------------------------------------------------
Joint Debtors: Clyde Barney
               Rita Barney
               230 S. Ranchos Legante Drive
               Gilbert, AZ 85296

Bankruptcy Case No.: 10-33990

Chapter 11 Petition Date: October 21, 2010

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

Judge: Sarah Sharer Curley

Debtors' Counsel: Clint W. Smith, Esq.
                  CLINT W. SMITH PC
                  1423 S. Higley Road, Suite 120
                  Mesa, AZ 85206
                  Tel: (480) 807-9300
                  Fax: (480) 275-5626
                  E-mail: cws@cwspclaw.com

Scheduled Assets: $848,398

Scheduled Debts: $3,462,764

A list of the Joint Debtors' 16 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/azb10-33990.pdf


COMSTOCK MINING: Raises $35.75 Million in New Equity
----------------------------------------------------
Comstock Mining Inc. announced Thursday the successful completion
of the remaining three principal features of its restructuring and
recapitalization plan.  The completed features of the plan include
raising $35.75 million of new equity, exchanging all of the
Company's previously defaulted senior secured debt and related
obligations for new equity and securing integral land mineral
rights.  The Company will use the net proceeds to meet its capital
and operating needs for production and the remaining parts of its
three-year strategic plan, including exploration, mine
development, and land acquisition.

"The new capital, successful debt restructuring and land
consolidation represent a watershed event for the Company.  This
builds on the success of our recent NI 43-101 technical report,
that validated total measured, indicated, inferred, and historic
resources of over 1.6 million gold equivalent ounces and mapped a
path for near-term production," stated Mr. Corrado De Gasperis,
Comstock Mining Chief Executive Officer.

"The recapitalization was a prerequisite for the Company's
April 2010 strategic plan.  The goal of that plan includes
enhancing stockholder value by commencing commercial mining and
processing operations in 2011, and validating qualified resources
of at least 3,250,000 gold equivalent ounces by 2013," stated Mr.
William Nance, Comstock's Chairman of the Board.

The following are key highlights from the transactions:

  -- Raised $35.75 million in gross proceeds ($32.75 million, net
     of commissions and transaction related expenses) by issuing
     shares of a newly created Series B Preferred Convertible
     Stock to fund the Company's business plan to accelerate mine
     development and production and enhance exploration.

  -- Exchanged all $29.4 million of its defaulted senior secured
     convertible notes and related obligations for shares of a
     newly created Series A-1 Convertible Preferred Stock and
     Series A-2 Convertible Preferred Stock (collectively, the
     "Series A Preferred Stock").  This transaction also clears
     all defaults under the terms of the notes being converted.

  -- Acquired exclusive rights of production and exploration with
     respect to extensive mining properties, integral to the
     Company's nearly 6,000-acre land position, through an
     operating venture agreement, named Northern Comstock LLC.

Mr. De Gasperis, continued, "Securing these exploration target-
rich land and mineral rights in a long-term and safely capitalized
manner, completes the consolidation of the Comstock Lode District
and enables tremendous exploration potential.  These properties
include the historically bonanza-rich Gould and Curry, Woodville,
Savage, Hale-Norcross, Yellow Jacket, Justice and Keystone
properties, among many others.  The land consolidation, together
with our successful recapitalization of our balance sheet, ushers
in a new era for the Company, enabling our commitment to maximize
the value of our Comstock Lode land holdings for all of our
shareholders."

The net proceeds the Company received from the sale of the Series
B Preferred Stock was approximately $32.75 million after deducting
commissions and the estimated expenses of the offering payable by
the Company.  The Company intends to use the net proceeds to meet
its capital and operating needs for the first three years of its
strategic plan to accelerate mine development and production and
continue exploration.  The common stock underlying the Series B
Preferred Stock is issuable at a fixed conversion rate equal to
21.7 million shares of common stock.  The Company also exchanged
all of its senior secured convertible and senior indebtedness for
shares of its newly created Series A Preferred Convertible Stock.
The common stock underlying the Series A is issuable at a fixed
conversion rate equal to 45.1 million shares of common stock.  The
Company has approximately 20.5 million shares of common stock
outstanding.

Mr. De Gasperis added, "We couldn't be more pleased with the
tremendous quality and breadth of our new investors.  The strength
of this capital raise coupled with the continued support of our
existing stakeholders has positioned the Company with a strong
balance sheet for accelerated growth.  We appreciate the patience
of our stakeholders and the persistence of our management team."
Mr. De Gasperis concluded, "Our fall drilling program is on target
for commencement next week and we look forward to the results of
our ongoing metallurgical testing by February, both representing
key prerequisites for commencing production in 2011."

Each share of Series A Preferred Stock has an initial stated value
of $1,000, is entitled to receive dividends at a rate of 7.5% per
annum on the stated value commencing January 1, 2011, and is
convertible into 1,536 shares of common stock.  Dividends on the
Series A Preferred Stock are payable in cash or stock or a
combination of cash and stock.

Each share of Series B Preferred Stock has an initial stated value
of $1,000, is entitled to receive dividends at a rate of 7.5% per
annum on the stated value commencing January 1, 2011, and is
convertible into 606.0606 shares of common stock.  Dividends on
the Series B Preferred Stock are payable in cash, stock or a
combination of cash and stock.

The Series A Preferred Stock and the Series B Preferred Stock were
issued in reliance upon exemptions from registration pursuant to
Sections 3(a)(9) and 4(2) of the Securities Act of 1933, as
amended, and Regulation D thereunder.  The Company has agreed to
file a registration statement with the Securities and Exchange
Commission covering the resale of the shares of common stock
underlying the Series A Preferred Stock and the Series B Preferred
Stock.  The Company is also pursuing a listing of its Common Stock
on both the TSX Venture Exchange and the NYSE AMEX.

Moelis & Company acted as exclusive financial advisor to the
Company.  Moelis & Company also acted as lead placement agent and
Global Hunter Securities, LLC, Rodman & Renshaw, LLC, Merriman
Capital Inc., Legend Merchant Group Inc., and Anderson &
Strudwick, Inc., acted as placement agents in connection with the
private placement.

                      About Comstock Mining

Virginia City, Nev.-based Comstock Mining Inc. (OTC BB: LODE) is a
Nevada-based precious metals mining company with extensive,
contiguous property in the Comstock District.  The Company began
acquiring properties in the Comstock District in 2003.

The Company's balance sheet as of June 30, 2010, showed
$6.0 million in total assets, $38.7 million in total liabilities,
and a stockholders' deficit of $32.7 million.

                           *     *     *

As reported in the Troubled Company Reporter on April 15, 2010,
Jewett, Schwartz, Wolfe & Associates expressed substantial doubt
about Goldspring, Inc.'s ability to continue as a going concern,
following the Company's 2009 results.  The independent auditors
noted that the Company has operating and liquidity concerns and
has incurred historical net losses approximating $55.0 million as
of December 31, 2009.  The Company also used cash in operating
activities of $3.6 million in 2009.


CONSTITUTION CORPORATE: Fitch Withdraws E Individual Rating
-----------------------------------------------------------
Fitch has affirmed and withdrawn the ratings on Constitution
Corporate Federal Credit Union, Members United Corporate Federal
Credit Union, and Southwest Corporate Federal Credit Union.  With
all three corporate credit unions now operating under
conservatorship and given that the National Credit Union
Administration is implementing its legacy asset plan, which calls
for the ultimate liquidation of the currently conserved charters
of Constitution, Members United, and Southwest, Fitch no longer
considers the ratings of these three entities as relevant to the
agency's coverage and has decided to withdraw the ratings of these
institutions.

As part of its resolution plans, the NCUA will be employing a
'Good Bank/Bad Bank' model.  In the case of Members United and
Southwest, the NCUA plans to charter bridge corporate credit
unions for each institution and transfer the operations, as well
as the 'good' assets and member share deposits into each
respective bridge corporate credit union.  The conserved charters,
which will retain the impaired assets, will become inactive and
placed into an asset management estate where the assets will be
liquidated.  For Constitution, the NCUA is seeking a purchaser to
assume the institution's operations, as well as it 'good' assets
and member share deposits while the conserved charter will retain
the impaired assets.  Following a purchase and assumption
transaction, the conserved charter of Constitution will become
inactive and also transferred to an asset management estate with
its assets being liquidated.

These ratings have been affirmed and withdrawn:

Constitution Corporate Federal Credit Union

  -- Long-term Issuer Default Rating at 'A+';
  -- Short-term IDR at 'F1+';
  -- Short-term debt at 'F1+';
  -- Individual at 'E';
  -- Support at '1';
  -- Support Floor at 'A+.

Members United Corporate Federal Credit Union

  -- Long-term IDR at 'A+';
  -- Short-term IDR at 'F1+'
  -- Short-term debt at 'F1+';
  -- Individual at 'E';
  -- Support at '1';
  -- Support Floor at 'A+'.

Southwest Corporate Federal Credit Union

  -- Long-term IDR at 'A+';
  -- Short-term IDR at 'F1+'
  -- Short-term debt at 'F1+';
  -- Individual at 'E';
  -- Support at '1';
  -- Support Floor at 'A+'.

An 'E' Individual rating means that a bank has very serious
problems, which either requires or is likely to require external
support.


CRI HOTEL: Posts $268,900 Net Loss in June 30 Quarter
-----------------------------------------------------
CRI Hotel Income Partners, L.P., filed its quarterly report on
Form 10-Q, reporting a net loss of $268,892 on $2.0 million of
revenue for the three months ended June 30, 2010, compared with a
net loss of $349,065 on $1.9 million of revenue for the same
period of 2009.

The Company's balance sheet as of June 30, 2010, showed
$8.5 million in total assets, $7.9 million in total liabilities,
and partners' capital of $608,901.

As reported in the Troubled Company Reporter on April 12, 2010,
Grant Thornton LLP, in McLean, Va., expressed substantial doubt
about the Partnership's ability to continue as a going concern,
following the Company's 2009 results.  The independent auditors
noted that the CRI Hotel Income Partners, L.P. Partnership has
roughly $2.9 million in outstanding debt that is due May 5, 2010.

On May 21, 2010, the Partnership paid a non-refundable extension
fee of $29,000 to extend the maturity date to September 5, 2010.
The Partnership exercised the option to extend the maturity date
to November 5, 2010, and paid an additional non-refundable
extension fee of $29,000.  The lender is currently processing the
request.

In the event that the Partnership is unable to obtain refinancing
or extend the current agreement further, the loan with the
extension becomes due November 5, 2010, and the lender may
exercise its right to foreclose on the Days Inn University hotel.

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

               http://researcharchives.com/t/s?6ce2

                         About CRI Hotel

Rockville, Md.-based CRI Hotel Income Partners, L.P., was formed
for the purpose of investing in hotels that were acquired from
Days Inns of America, Inc.  The General Partner of the Partnership
is CRICO Hotel Associates I, L.P., a Delaware limited partnership,
the general partner of which is C.R.I., Inc., a Delaware
corporation.  As of December 31, 2009, the Partnership remained
invested in four hotels and one leasehold interest.


CRYSTAL CATHEDRAL: Amends List of Largest Unsecured Creditors
-------------------------------------------------------------
Crystal Cathedral Ministries has filed with the U.S. Bankruptcy
Court for the Central District of California an amended list of
its 21 largest unsecured creditors:

   Entity                       Nature of Claim       Claim Amount
   ------                       ---------------       ------------
PNCEF, LLC
c/o Marshall F. Goldberg, Esq.
21700 Oxnard Street, #430
Woodland Hills, CA 91367-3665        Trade                $669,555

Promotional Media Inc.
Attn: Corporate Officer
727 N. Main Street
Orange, CA 92868                     Trade                $404,433

Infocision Management Corp.
Attn: Corporate Officer
325 Springside Drive
Akron, OH 44333                      Trade                $359,788

Media Services Agency                Trade                $336,601

FGS-CA, Inc.                         Trade                $252,992

Lloyd Daniel Corporation             Trade                $238,875

KWGN-TV                              Trade                $206,945

World Marketing Inc.                 Trade                $200,386

Thomas Nelson Publisher              Trade                $189,469

Daystar Television Network           Trade                $172,997

Gipson Hoffman & Pancione            Trade                $149,420

Lutzker & Lutzker, LLP               Trade                $147,225

Classis of California                Trade                $118,046

KMSP                                 Trade                $115,175

WKCF-TV                              Trade                $105,400

Temploy, Inc.                        Trade                $103,125

Advantage Mailing Inc.               Trade                 $96,975

A-1 Building Maintenance, Inc.       Trade                 $89,896

Scripps Howard Broad                 Trade                 $87,125

KMYQ                                 Trade                 $80,155

WKRC-TV                              Trade                 $74,970

In its Petition, the Debtor originally listed 20 largest unsecured
creditors.  PNCEF, LLC, was added in the Amended List.

                          About Crystal Cathedral

Garden Grove, California-based Crystal Cathedral Ministries is a
megachurch founded by television evangelist Robert Schuller.  The
church, known for its television show "The Hour of Power".

Crystal Cathedral filed for Chapter 11 bankruptcy protection on
October 18, 2010 (Bankr. C.D. Calif. 10-24771).  March J.
Winthrop, Esq., who has an office in Newport Beach, California,
assists the Debtor in its restructuring effort.  The Debtor
estimated assets and debts at $50 million to $100 million in its
Chapter 11 petition.


DAIRY PRODUCTIONS: Proposes to Access Cash Collateral
-----------------------------------------------------
Dairy Production Systems-Georgia LLC, et al., are seeking
authorization from the Hon. James D. Walker, Jr., of the U.S.
Bankruptcy Court for the Middle District of Georgia to use the
cash collateral of Agricultural Funding Solutions, LLC.

As of the Petition Date, the Debtors were indebted to the Lender
at least $72,371,850.99 exclusive of accruing interest, fees, and
costs.  The Lender holds valid, perfected liens and security
interests in al or substantially all of the Debtors' real and
personal property and all assets and all proceeds thereof,
including all cash collateral.

San C. Kulka, Esq., at Arnall Golden Gregory LLP, explained that
the Debtors need the money to fund their Chapter 11 case, pay
suppliers and other parties.  The Debtors were allowed to use the
collateral pursuant to a budget, a copy of which is available for
free at http://bankrupt.com/misc/DAIRY_PRODUCTS_budget.pdf

The Debtors propose to grant a replacement lien in exchange for
using the cash collateral.

                           *     *     *

The Bankruptcy Court in mid-October entered an order allowing the
Debtors to access cash until October 19, 2010.  The Court has not
yet entered any additional order for further access to cash
collateral.

Agricultural Funding, the Lender, has filed an objection with the
Court on the Debtors' further use of cash collateral, saying that
the Debtors cannot provide the Lender with adequate protection of
its interests in the cash collateral.  The Lender objects to the
Debtors' use of cash collateral to pay any expenses, costs or fees
associated with the Debtors' employment and use of professionals.
The Lender is against the Debtors' open-ended use of cash
collateral without any definitive ending date and without any
financial reporting requirements.  The Lender asks the Court to
deny the Debtors' request for entry of a final order authorizing
cash collateral use.

The Lender is represented by McKenna Long & Aldridge LLP.

                   About Dairy Production Systems

Baconton, Georgia-based Dairy Production Systems - Georgia LLC,
dba Dairy Production Systems, was formed in November of 2008 and
owns the operating assets acquired from Aurora Dairy - Georgia,
LLC, exclusive of the real property owned by Aurora-Georgia.  DPS
Georgia owns approximately 3,490 head of cattle, along with
equipment and dairy improvements located on a 1,065-acre farm
leased from Aurora-Georgia.

DPS Georgia filed for Chapter 11 bankruptcy protection on
October 7, 2010 (Bankr. M.D. Ga. Case No. 10-11752).  Neil C.
Gordon, Esq., and Sean C. Kulka, Esq., at Arnall Golden Gregory
LLP, assist DPS Georgia in its restructuring effort.  DPS Georgia
estimated its assets at $1 million to $10 million and debts at
$10 million to $50 million at the Petition Date.

Affiliates Dairy Production Systems - Mississippi, LLC (Bankr.
M.D. Ga. Case No. 10-11755), Dairy Production Systems, LLC (Bankr.
M.D. Ga. Case No. 10-11754), Heifer Haven, LLC (Bankr. M.D. Ga.
Case No. 10-11757), and New Frontier Dairy, LLC (Bankr. M.D. Ga.
Case No. 10-11756), filed separate Chapter 11 petitions.  Dairy
Production Systems, LLC, estimated its assets and debts at
$10 million to $50 million at the Petition Date.

The cases are jointly administered, with Dairy Production Systems
- Georgia as lead case.


DELTA AIR: S&P Affirms Corporate Credit Rating at 'B'
-----------------------------------------------------
Standard & Poor's Ratings Services said that it has affirmed its
'B' corporate credit rating and most issue ratings on Atlanta,
Ga.-based Delta Air Lines Inc., based on the company's improved
operating performance, which has bolstered credit quality.  S&P is
raising its rating on the second-lien term loan secured by Delta's
Pacific route authorities and related assets, and raising or
lowering selected ratings on its EETCs.  The outlook is stable.

"S&P's affirmation is based on Delta's improved operating
performance, which has strengthened its credit ratios.  The
company reported a profit of $574 million in the nine months ended
Sept. 30, 2010, compared with a loss of $1.2 billion in the same
period of 2009," said Standard & Poor's credit analyst Betsy
Snyder.  "The company's improved operating performance was driven
primarily by a 13% increase in revenues, with unit revenues up by
15%.  Delta's operating performance has also benefited from
$1.4 billion in merger synergies generated since its acquisition
of Northwest Airlines Corp. in October 2008; the company forecasts
that synergies will reach $2 billion by the end of 2011, double
the original expectation."

At the same time, Delta has prepaid a significant amount of debt
and leases -- $750 million in third-quarter 2010 -- in addition to
required amortization.  As a result, S&P expects fully adjusted
EBITDA interest coverage of around 2x and funds flow to debt in
the mid-teen percent area for the full-year 2010, compared with
1.2x and 7%, respectively, in 2009.  S&P expects continued further
growth in earnings in 2011, assuming modest economic growth and no
fuel price spike, which, along with required debt amortization,
could result in further improvement in credit ratios.

The ratings on Delta reflect a highly leveraged financial profile
with significant intermediate-term debt maturities, and the risks
associated with participation in the price-competitive, cyclical,
and capital-intensive airline industry.  The ratings also
incorporate the reduced debt load and operating costs Delta
achieved while in Chapter 11 in 2005-2007 and the enhanced
competitive position and synergy opportunities associated with its
2008 merger with Northwest Airlines Corp. (parent of Northwest
Airlines Inc.), with the two airlines fully integrated in December
2009.  S&P characterizes Delta's business risk profile as weak and
its financial risk profile as highly leveraged.

S&P's rating action on Delta's second-lien term loan secured by
its Pacific route authorities and related assets is based on
substantial prepayment.  S&P's rating actions on Delta's EETCs are
based, in addition to the affirmation of the corporate credit
rating, on its review of collateral protection available to
holders of the EETCs and on its estimate of any changes in the
importance of particular aircraft to Delta (which could affect
whether the airline would affirm the aircraft financings in any
future bankruptcy or return the aircraft to creditors).

The outlook is stable.  "S&P doesn't expect a ratings revision
over the next year," Ms. Snyder added.  "However, if continued
strong earnings, coupled with debt reduction, generate adjusted
funds flow to debt in the high-teen percent area, S&P could raise
its ratings.  On the other hand, if adverse industry conditions
(for example, a "double-dip" recession or serious fuel price
spike) cause financial results to deteriorate so that funds flow
to debt falls into the mid-single-digit percent area, or
unrestricted liquidity falls below $3.5 billion on a sustained
basis, S&P could lower ratings."


DEX MEDIA EAST: Bank Debt Trades at 21% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Dex Media East LLC
is a borrower traded in the secondary market at 79.28 cents-on-
the-dollar during the week ended Friday, October 22, 2010,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 1.70
percentage points from the previous week, The Journal relates.
The Company pays 250 basis points above LIBOR to borrow under the
facility.  The bank loan matures on October 24, 2014.  The debt is
not rated by Moody's and Standard & Poor's.  The loan is one of
the biggest gainers and losers among 200 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday.

                       About Dex Media East

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

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

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


DEX MEDIA WEST: Bank Debt Trades at 9% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Dex Media West LLC
is a borrower traded in the secondary market at 91.19 cents-on-
the-dollar during the week ended Friday, October 22, 2010,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 0.73
percentage points from the previous week, The Journal relates.
The Company pays 450 basis points above LIBOR to borrow under the
facility, which matures on October 24, 2014.  The debt is not
rated by Moody's and Standard & Poor's.  The loan is one of the
biggest gainers and losers among 200 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday.

                        About Dex Media West

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

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


DIGITAL IMPRESSIONS: Case Summary & 8 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Digital Impressions of Central Florida, Inc
        5801 Benjamin Center Drive
        Tampa, FL 33634

Bankruptcy Case No.: 10-25475

Chapter 11 Petition Date: October 22, 2010

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

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

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

A list of the Company's eight largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/flmb10-25475.pdf

The petition was signed by Richard Wayne Darden, president.


DILLARD LAND: Files Schedules of Assets and Liabilities
-------------------------------------------------------
Dillard Land Investments, LLC, filed with the U.S. Bankruptcy
Court for the Northern District of Georgia its schedules of assets
and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $20,000,000
  B. Personal Property                    $0
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $6,990,000
  E. Creditors Holding
     Unsecured Priority
     Claims                                           $30,000
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $1,813,900
                                 -----------      -----------
        TOTAL                    $20,000,000       $8,883,900

Atlanta, Georgia-based Dillard Land Investments, LLC, filed for
Chapter 11 bankruptcy protection on September 7, 2010 (Bankr. N.D.
Ga. Case No. 10-86573).  Herbert C. Broadfoot, II, Esq., at
Ragsdale, Beals, Seigler, et al., assists the Debtor in its
restructuring effort.  The Debtor estimated assets at $10 million
to $50 million and debts at $1 million to $10 million as of the
Petition Date.


DILLARD LAND: Taps Ragsdale Beals to Handle Reorganization Case
---------------------------------------------------------------
Dillard Land Investments, LLC, asks the U.S. Bankruptcy Court for
the Northern District of Georgia for permission to employ
Ragsdale, Beals, Seigler, Petterson & Gray LLP as counsel.

RBSPG will, among other things:

   -- assist the Debtor in the preparation of schedules, statement
      of affairs, and the periodic financial reports required in
      the Bankruptcy Code, the Bankruptcy Rules or by any order of
      this Court;

   -- assist the Debtor in its consultations concerning the
      administration of the case; and

   -- prepare pleadings and applications and conduct
      investigations incidental to the administration of the
      Debtor's estate.

Herbert C. Broadfoot II, a partner at RBSPG, tells the court that
the Debtor paid the firm $2,500 prepetition.  The filing fee of
$1,039 and prepetition services of $1,461 were also paid.

Mr. Broadfoot assures the Court that RBSPG is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Mr. Broadfoot can be reached at:

     Ragsdale, Beals, Seigler, Petterson & Gray LLP
     2400 International Tower Peachtree Center
     229 Peachtree Street, N.E.
     Atlanta, GA 30303-1629
     Tel: (404) 588-0500
     Fax: (404) 523-6714
     E-mail: Broadfoot@rbspg.com

                About Dillard Land Investments, LLC

Atlanta, Georgia-based Dillard Land Investments, LLC, filed for
Chapter 11 bankruptcy protection on September 7, 2010 (Bankr. N.D.
Ga. Case No. 10-86573).  Herbert C. Broadfoot, II, Esq., at
Ragsdale, Beals, Seigler, et al., assists the Debtor in its
restructuring effort.  The Debtor disclosed $20,000,000 in assets
and $8,883,900 in liabilities.


EXTERRA ENERGY: Posts $3.5 Million Net Loss in August 31 Quarter
----------------------------------------------------------------
Exterra Energy, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $3.5 million on $70,002 of revenue for the
three months ended August 31, 2010, compared with a net loss of
$251,732 on $72,392 of revenue for the same period ended
August 31, 2009.

General and administrative expenses for the three months ended
August 31, 2010, and 2009, were $2.4 million and $248,550,
respectively.  The increase is principally due to investor warrant
expenses, salaries accrued and professional and legal fees.

As of August 31, 2010, Exterra had cash of $88,908 and negative
working capital of $5.4 million.  This compares to cash of $5,341
and negative working capital of $3.3 million as of May 31, 2010.
The Company has an accumulated deficit of $27.1 million at
August 31, 2010.

The Company's balance sheet at August 31, 2010, showed
$5.2 million in total assets, $6.7 million in total liabilities,
and a stockholders' deficit of $1.5 million.

As reported in the Troubled Company Reporter on September 20,
2010, MaloneBailey LLP, in Houston, Tex., expressed substantial
doubt about the Company's ability to continue as a going concern,
following the Company's results for the fiscal year ended May 31,
2010.  The independent auditors noted that the Company has
incurred losses since inception and had defaulted on certain
outstanding notes payable.

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

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

                      About Exterra Energy

Amarillo, Tex.-based Exterra Energy, Inc., is an independent oil
and gas exploration and development company focused on building
and revitalizing a diversified portfolio of oil and gas assets
located in the State of Texas.  In addition to exploration, the
Company seeks to acquire existing production, as well as
underperforming oil and gas assets that it believes it can
revitalize in a short period of time.


FANCISCO PINEDO: Section 341(a) Meeting Scheduled for Nov. 22
-------------------------------------------------------------
The U.S. Trustee for Region 16 will convene a meeting of Francisco
Pinedo's creditors on November 22, 2010, at 10:00 a.m.  The
meeting will be held at Room 2610, 725 S Figueroa Street, Los
Angeles, CA 90017.

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

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

San Marino, California-based Francisco Pinedo, dba Francisco &
Alba E. Pinedo Family Trust, filed for Chapter 11 bankruptcy
protection on October 12, 2010 (Bankr. C.D. Calif. Case No. 10-
53882).  Ian Landsberg, Esq., at Landsberg & Associates APC,
assists the Debtor in its restructuring effort.  The Debtor
estimated its assets and debts at $10 million to $50 million.


FANNIE MAE: Federal Regulator Hires Litigation Counsel
------------------------------------------------------
American Bankruptcy Institute reports that the federal regulator
overseeing Fannie Mae and Freddie Mac hired a law firm
specializing in litigation as the agency considers how to move
forward with efforts to recoup billions of dollars on soured
mortgage-backed securities purchased from banks and Wall Street
firms.

                         About Freddie Mac

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

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

                         About Fannie Mae

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

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

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


FAIRPOINT COMMS: Inks Support Letter with New Consenting Lenders
----------------------------------------------------------------
On July 8, 2010, the Plan Support Agreement, which Fairpoint
Communications, Inc., had entered into on October 25, 2009, with
certain secured lenders under the Company's $2.03 billion
pre-petition secured credit facility, expired by its terms and was
not renewed or extended.  The Plan Support Agreement had obligated
the Consenting Lenders to, subject to the terms and conditions of
the Plan Support Agreement, support the Plan.

In a regulatory filing last week, the Company discloses that on
October 13, 2010, the Company and certain secured lenders holding
approximately 48% of the outstanding debt under the Pre-petition
Credit Facility (the "New Consenting Lenders") entered into a
letter agreement.  Pursuant to the Letter Agreement, the New
Consenting Lenders have agreed, subject to the terms and
conditions contained in the Letter Agreement, to support the
Debtors' Modified Second Amended Joint Plan of Reorganization,
which was filed with the Bankruptcy Court on May 10, 2010, and any
supplemental documents, all as modified by and incorporating terms
consistent with, the terms contained in the Term Sheet Regarding
Modifications to FairPoint DIP and Exit Facilities and Plan of
Reorganization Matters.

In addition, by their execution of the Letter Agreement, certain
of the New Consenting Lenders have agreed to provide the Exit
Revolving Loan substantially on the terms and conditions set forth
in the Exit Credit Agreement, subject to (i) the modifications and
amendments to the Exit Credit Agreement set forth in the Term
Sheet, (ii) other modifications and amendments to the Exit Credit
Agreement reasonably agreed to by the Company and such New
Consenting Lenders (each acting in good faith), and (iii) there
not occurring any Termination Event which has not been waived by
the New Consenting Lenders.

Among others, the Term Sheet contemplates that the DIP Credit
Agreement will be amended to provide for, among other things, the
extension of the DIP Maturity Date from October 26, 2010, until
January 31, 2011, which date may be further extended for up to an
additional two months with the consent of the Required Lenders (as
defined in the DIP Credit Agreement) for no additional fee, and
the immediate elimination of the financial covenants contained in
the DIP Credit Agreement for the remaining term of the DIP Credit
Agreement, subject to further negotiation if the term of the DIP
Credit Agreement is extended beyond January 31, 2011.  In
addition, the Company has agreed to pay a fee equal to 0.5% of the
total commitment under the DIP Credit Agreement on October 26,
2010, relating to the extension of the DIP Maturity Date and
related amendments.

The Letter Agreement (including the Term Sheet) is available for
free at http://researcharchives.com/t/s?6cfd

                  About FairPoint Communications

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

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

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

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


FERTINITRO FINANCE: Bondholders Invited to Join Ad Hoc Group
------------------------------------------------------------
Holders of the 8.29% Secured Bonds Due 2020 issued by FertiNitro
Finance Inc. have formed an Ad Hoc Group in response to the recent
nationalization of the FertiNitro project.  The Group's members
report aggregate holdings in excess of 65% of the total Bonds
outstanding, and the Group continues to expand its ranks.
Interested holders of the Bonds are invited to contact the Group
through its legal advisor Bingham McCutchen LLP with these
information:

     (i) institution's name and contact details, and
    (ii) the principal face amount of holding.

The information will be held confidentially by Bingham McCutchen
LLP.

The legal advisor can be reached at:

         Bingham McCutchen LLP
         Attn:  Tim DeSieno and Seth Pruss
         399 Park Avenue
         New York NY 10022
         E-mail: tim.desieno@bingham.com
                 seth.pruss@bingham.com
         Tel: +1 212 705 7426
              +1 212 705 7726

As reported by the Troubled Company Reporter on October 4, 2010,
Fitch Ratings maintained FertiNitro Finance Inc.'s US$250 million
8.29% secured bonds due 2020 at 'CCC' on Rating Watch Negative.
Fitch expects rating pressure to remain through 2011, when the
project reaches its maximum annual debt service requirement.  The
subsequent decline in debt service coincides with the maturity of
bank debt separate from the secured bonds.  The rating action
reflected FertiNitro's payment on Sept. 28 of $40.3 million in
semi-annual debt service.  The timely payment (due Oct. 1)
prevents further decline to FertiNitro's rating.


FIRST ARIZONA SAVINGS: Closed; FDIC Pays Out Insured Deposits
-------------------------------------------------------------
The Federal Deposit Insurance Corporation approved the payout of
the insured deposits of First Arizona Savings, A FSB, of
Scottsdale, Ariz.  The bank was closed on Friday, October 22,
2010, by the Office of Thrift Supervision, which appointed the
FDIC as receiver.

The FDIC was unable to find another financial institution to take
over the banking operations of First Arizona Savings, A FSB.  As a
result, checks to depositors for their insured funds will be
mailed on Monday, October 25.

As of June 30, 2010, First Arizona Savings, A FSB, had around
$272.2 million in total assets and $198.8 million in total
deposits.  At the time of closing, the bank had an estimated
$5.8 million in uninsured funds.  This amount is an estimate that
is likely to change once the FDIC obtains additional information
from the bank's customers.

Customers who have questions about the transaction can call the
FDIC toll-free at 1-800-830-4698.  Customers with accounts in
excess of $250,000 also should contact the toll-free number to set
up a telephone appointment to discuss their deposits.  Interested
parties also can visit the FDIC's Web site at:

    http://www.fdic.gov/bank/individual/failed/firstazfsb.html

Beginning Oct. 25, customers of First Arizona Savings, A FSB, with
deposits exceeding $250,000 at the bank may visit the FDIC's Web
page "Is My Account Fully Insured?" at:

            https://www2.fdic.gov/drrip/afi/index.asp

The FDIC estimates the cost of the failure to its Deposit
Insurance Fund to be around $32.8 million.  First Arizona Savings,
A FSB is the 139th FDIC-insured institution to fail this year, and
the third in Arizona.  The last institution closed in the state
was Towne Bank of Arizona, Mesa, on May 7, 2010.


FIRST BANK OF JACKSONVILLE: Closed; Ameris Bank Assumes Deposits
----------------------------------------------------------------
First Bank of Jacksonville in Jacksonville, Fla., was closed on
Friday, October 22, 2010, by the Florida Office of Financial
Regulation, which appointed the Federal Deposit Insurance
Corporation as receiver.  To protect the depositors, the FDIC
entered into a purchase and assumption agreement with Ameris Bank
of Moultrie, Ga., to assume all of the deposits of First Bank of
Jacksonville.

The two branches of First Bank of Jacksonville will reopen
during normal banking hours as branches of Ameris Bank.
Depositors of First Bank of Jacksonville will automatically
become depositors of Ameris Bank.  Deposits will continue to
be insured by the FDIC, so there is no need for customers to
change their banking relationship in order to retain their
deposit insurance coverage up to the applicable limits.
Customers of First Bank of Jacksonville should continue to
use their existing branch until they receive notice from
Ameris Bank that it has completed systems changes to allow
other Ameris Bank branches to process their accounts as well.

As of June 30, 2010, First Bank of Jacksonville had around
$81.0 million in total assets and $77.3 million in total deposits.
Ameris Bank did not pay the FDIC a premium for the deposits of
First Bank of Jacksonville.  In addition to assuming all of the
deposits, Ameris Bank agreed to purchase essentially all of the
failed bank's assets.

The FDIC and Ameris Bank entered into a loss-share transaction on
$60.0 million of First Bank of Jacksonville's assets.  Ameris Bank
will share in the losses on the asset pools covered under the
loss-share agreement.  The loss-share transaction is projected to
maximize returns on the assets covered by keeping them in the
private sector.  The transaction also is expected to minimize
disruptions for loan customers.  For more information on loss
share, visit:

  http://www.fdic.gov/bank/individual/failed/lossshare/index.html

Customers who have questions about the transaction can call the
FDIC toll-free at 1-866-954-9532.  Interested parties also can
visit the FDIC's Web site at:

http://www.fdic.gov/bank/individual/failed/firstbankjacksonville.h
tml

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $16.2 million.  Compared to other alternatives, Ameris
Bank's acquisition was the least costly resolution for the FDIC's
DIF.  First Bank of Jacksonville is the 133rd FDIC-insured
institution to fail in the nation this year, and the 26th in
Florida.  The last FDIC-insured institution closed in the state
was Wakulla Bank, Crawfordville, on October 1, 2010.


FIRST NATIONAL: Proposes Access to Cash Collateral
--------------------------------------------------
First National Building I, LLC, and First National Building II,
LLC, ask for authorization from the U.S. Bankruptcy Court for the
Central District of California to use cash collateral.

On May 18, 2007, the Debtors entered into a loan agreement with
Capmark Bank, a Utah industrial bank, and Capmark CDF Subfund VI
LLC, pursuant to which the Debtors obtained a loan from the Lender
in the aggregate principal amount which was not to exceed
$23,080,000.  The Lender asserts that it is currently owed
approximately $20,927,413 under the Loan, secured by the Debtors'
real property commonly known as the First National Center and
located at 120 N. Robinson Avenue in Oklahoma City, the fixtures
and personal property located at or on the Property, as well as
the Debtors' cash, which is derived primarily, if not entirely,
from rent received by the Debtors from their tenants.

David L. Neale, Esq., at Levene, Neale, Bender, Yoo & Brill
L.L.P., explained that the Debtors need the money to fund their
Chapter 11 case, pay suppliers and other parties.  The Debtors
will use the collateral pursuant to a budget, a copy of which is
available for free at:

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

According to the Debtors, the Lender is oversecured and adequately
protected by a significant equity cushion.  The current estimated
value of the Debtors' property is approximately $28 million.  The
current amount of the Lender's claim, even by the Lender's own
calculations, is approximately $20,927,413, plus other allowed
costs, charges, expenses and attorneys' fees (if any).  The Lender
is secured by an equity cushion of approximately 33%, which
constitutes clear adequate protection of a secured creditor's
interest in cash collateral, the Debtors said.  The Debtors stated
that the law is also clear that the preservation of the value of a
secured creditor's lien is sufficient to provide adequate
protection to a secured creditor when a debtor seeks to use cash
collateral.

The Lenders are represented by Bryan Cave LLP.

                       About First National

Sherman Oaks, California-based First National Building I, LLC, and
First National Building II, LLC, are the co-owners of the real
property commonly known as the First National Center and located
at 120 N. Robinson Avenue in Oklahoma City.  The property is a 33-
story historic office building located in the central business
district in Oklahoma City and contains approximately 950,000
square feet of rentable space.

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

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

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

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


FIRST NATIONAL BANK: Closed; United Bank Assumes All Deposits
-------------------------------------------------------------
The First National Bank of Barnesville in Barnesville, Ga., was
closed on Friday, October 22, 2010, by the Office of the
Comptroller of the Currency, which appointed the Federal Deposit
Insurance Corporation as receiver.  To protect the depositors, the
FDIC entered into a purchase and assumption agreement with United
Bank of Zebulon, Ga., to assume all of the deposits of The First
National Bank of Barnesville.
The two branches of The First National Bank of Barnesville will
reopen during normal banking hours as branches of United Bank.
Depositors of The First National Bank of Barnesville will
automatically become depositors of United Bank.  Deposits will
continue to be insured by the FDIC, so there is no need for
customers to change their banking relationship in order to retain
their deposit insurance coverage up to the applicable limits.
Customers of The First National Bank of Barnesville should
continue to use their existing branch until they receive notice
from United Bank that it has completed systems changes to allow
other United Bank branches to process their accounts as well.
As of June 30, 2010, The First National Bank of Barnesville had
around $131.4 million in total assets and $127.1 million in total
deposits.  United Bank did not pay the FDIC a premium for the
deposits of The First National Bank of Barnesville.  In addition
to assuming all of the deposits, United Bank agreed to purchase
essentially all of the failed bank's assets.
The FDIC and United Bank entered into a loss-share transaction on
$107.3 million of The First National Bank of Barnesville's assets.
United Bank will share in the losses on the asset pools covered
under the loss-share agreement.  The loss-share transaction is
projected to maximize returns on the assets covered by keeping
them in the private sector.  The transaction also is expected to
minimize disruptions for loan customers.  For more information on
loss share, visit:

http://www.fdic.gov/bank/individual/failed/lossshare/index.html

Customers who have questions about the transaction can call the
FDIC toll-free at 1-800-830-4706.  Interested parties also can
visit the FDIC's Web site at:

http://www.fdic.gov/bank/individual/failed/fnbbarnesville.html

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $33.9 million.  Compared to other alternatives, United
Bank's acquisition was the least costly resolution for the FDIC's
DIF.  The First National Bank of Barnesville is the 136th FDIC-
insured institution to fail in the nation this year, and the 16th
in Georgia.  The last FDIC-insured institution closed in the state
was The Gordon Bank, Gordon, also on October 22.


FIRST SUBURBAN: Closed; Seaway Bank and Trust Assumes All Deposits
------------------------------------------------------------------
First Suburban National Bank of Maywood, Ill., was closed on
Friday, October 22, 2010, by the Office of the Comptroller of the
Currency, which appointed the Federal Deposit Insurance
Corporation as receiver.  To protect the depositors, the FDIC
entered into a purchase and assumption agreement with Seaway Bank
and Trust Company of Chicago, Ill., to assume all of the deposits
of First Suburban National Bank.

The four branches of First Suburban National Bank will reopen
during normal banking hours as branches of Seaway Bank and Trust
Company.  Depositors of First Suburban National Bank will
automatically become depositors of Seaway Bank and Trust Company.
Deposits will continue to be insured by the FDIC, so there is no
need for customers to change their banking relationship in order
to retain their deposit insurance coverage up to the applicable
limits.  Customers of First Suburban National Bank should continue
to use their existing branch until they receive notice from Seaway
Bank and Trust Company that it has completed systems changes to
allow other Seaway Bank and Trust Company branches to process
their accounts as well.

As of June 30, 2010, First Suburban National Bank had around
$148.7 million in total assets and $140.0 million in total
deposits.  Seaway Bank and Trust Company did not pay the FDIC a
premium for the deposits of First Suburban National Bank.  In
addition to assuming all of the deposits, Seaway Bank and Trust
Company agreed to purchase essentially all of the failed bank's
assets.

The FDIC and Seaway Bank and Trust Company entered into a loss-
share transaction on $116.6 million of First Suburban National
Bank's assets.  Seaway Bank and Trust Company will share in the
losses on the asset pools covered under the loss-share agreement.
The loss-share transaction is projected to maximize returns on the
assets covered by keeping them in the private sector.  The
transaction also is expected to minimize disruptions for loan
customers.  For more information on loss share, visit:

  http://www.fdic.gov/bank/individual/failed/lossshare/index.html

Customers who have questions about the transaction can call the
FDIC toll-free at 1-800-830-4731.  Interested parties also can
visit the FDIC's Web site at:

  http://www.fdic.gov/bank/individual/failed/firstsuburban.html

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $31.4 million.  Compared to other alternatives, Seaway
Bank and Trust Company's acquisition was the least costly
resolution for the FDIC's DIF.  First Suburban National Bank is
the 137th FDIC-insured institution to fail in the nation this
year, and the 16th in Illinois.  The last FDIC-insured institution
closed in the state was ShoreBank, Chicago, on August, 20, 2010.


FLINT TELECOM: LL Bradford Raises Going Concern Doubt
-----------------------------------------------------
Flint Telecom Group, Inc., filed on October 21, 2010, its annual
report on Form 10-K for the fiscal year ended June 30, 2010.

L.L, Bradford & Company, LLC, in Las Vegas, Nev., expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
has suffered losses from operations, negative cash flows from
operations and current liabilities exceed current assets.

As of June 30, 2010, the Company had cash and cash equivalents of
$19,419, as compared to approximately $1.3 million at June 30,
2009.  The Company's working capital deficit increased as of
June 30, 2010, to $10.6 million as compared to a working capital
deficit of $10.2 million at June 30, 2009.

The Company is currently in default on a number of notes payable
and other debt repayment plans.  The Company has also not made any
dividend payments on its Series E or Series F preferred stock as
these payments have become due.

The Company reported a net loss of $28.9 million on $34.1 million
of revenue for the three months ended June 30, 2010, compared with
a net loss of $14.6 million on $34.3 million of revenue for the
same period ended June 30, 2009.

The increase in net loss was a result of the corporate and debt
restructuring totaling $19.9 million.

The Company's balance sheet at June 30, 2010, showed $1.7 million
in total assets, $13.1 million in total liabilities, and a
stockholders' deficit of $11.4 million.

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

               http://researcharchives.com/t/s?6ce8

                       About Flint Telecom

Overland Park, Kan.-based Flint Telecom Group, Inc. (OTC BB: FLTT)
-- http://www.flinttelecomgroup.com/-- delivers next-generation
IP communications Products and Services.  As part of the Company's
ongoing emphasis on streamlining its operations and reaching
sustainable profitability, during the year ended June 30, 2010,
the Company shut down and disposed of four operating companies:
CVC Int'l, Phone House Inc. of Florida, Dial-Tone Communications
and Starcom Alliance.


FLORIDA POOL: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Florida Pool Enclosures, Inc.
        927 Hickory Street
        Altamonte Springs, FL 32701

Bankruptcy Case No.: 10-18834

Chapter 11 Petition Date: October 21, 2010

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

Debtor's Counsel: Prabodh C. Patel, Esq.
                  STRAUS & PATEL, P.A.
                  118 West Orange Street
                  Altamonte Springs, FL 32714
                  Tel: (407) 331-5505
                  Fax: (407) 331-6308
                  E-mail: lpather@strauspatel.com

Scheduled Assets: $227,946

Scheduled Debts: $1,312,003

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/flmb10-18834.pdf

The petition was signed by Mike Delahoz, president.


FM AVIATION: Section 341(a) Meeting Scheduled for Nov. 12
---------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of FM
Aviation II, LLC's creditors on November 12, 2010, at 1:30 p.m.
The meeting will be held at Room 100-B, 501 East Polk Street,
(Timberlake Annex), Tampa, FL 33602.

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

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Clearwater, Florida-based FM Aviation, LLC, filed for Chapter 11
bankruptcy protection on October 14, 2010 (Bankr. M.D. Fla. Case
No. 10-24832).  Langfred W. White, Esq., at the Law Offices Of
Langfred W. White, PA, assists the Debtor in its restructuring
effort.  The Debtor estimated its assets and debts at $10 million
to $50 million.

Affiliate Frank M. Mongelluzzi filed a separate Chapter 11
petition on September 22, 2010 (Bankr. M.D. Fla. Case No. 10-
39289).


FM AVIATION: Taps Langfred W. White as Bankruptcy Counsel
---------------------------------------------------------
FM Aviation II, LLC, asks for authorization from the U.S.
Bankruptcy Court for the Middle District of Florida to employ the
Law Offices of Langfred W. White, P.A., as bankruptcy counsel.

The Firm will:

     a. prepare and file of the petition, schedules of assets and
        liabilities, statement of affairs, and other documents
        required by the Court;

     b. represent the Debtor at the meeting of creditors;

     c. prepare applications, answers, orders, reports,
        complaints, plans, disclosure statements and other legal
        papers and appear at hearings thereon; and

     d. perform all other legal services for the debtor as Debtor-
        in-Possession which may be necessary herein.

The Firm will be paid $295 per hour for its services.

Langfred W. White, Esq., an attorney at the Firm, assures the
Court that the Firm is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code.

Clearwater, Florida-based FM Aviation, LLC, filed for Chapter 11
bankruptcy protection on October 14, 2010 (Bankr. M.D. Fla. Case
No. 10-24832).  The Debtor estimated its assets and debts at
$10 million to $50 million.

Affiliate Frank M. Mongelluzzi filed a separate Chapter 11
petition on September 22, 2010 (Bankr. M.D. Fla. Case No. 10-
39289).


FOCUS BRANDS: Moody's Assigns 'B2' Rating to $10 Mil. Notes
-----------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Focus Brands,
Inc.'s proposed $10 million guaranteed senior secured revolving
credit facility and $275 million guaranteed senior secured term
loan.  Moody's also assigned Focus Brands a B2 Corporate Family
Rating and Probability of Default Rating.  The outlook is stable.
Proceeds from the proposed debt offering will be used to finance
the acquisition of Auntie Anne's Food, Inc., and re-finance
existing debt.  Ratings are subject to final documentation.

                        Ratings Rationale

The B2 Corporate Family Rating reflects the company's relatively
weak credit metrics at the close of the transaction, modest level
of revenues and earnings versus its peers, the limited tangible
asset base driven by its franchise based business model, as well
as the limited product offering and day part diversity by brand.
The ratings also reflect Focus Brands' multi-branded restaurant
portfolio, the good brand recognition of certain of its concepts,
relatively stable earnings stream, geographic diversity, and good
liquidity.

The stable outlook reflects Moody's view that Focus Brands' debt
protection measures will improve over the next twelve months
despite persistently weak consumer spending as a full year of
earnings from the acquisition of Auntie Anne's is incorporated and
the company focuses on debt reduction.  The outlook also reflects
Moody's expectation that the company will maintain good liquidity.

New ratings assigned:

  -- Corporate Family Rating at B2

  -- Probability of Default Rating at B2

  -- $10 million guaranteed senior secured revolver due 2015 at B2
     (LGD 4, 50%)

  -- $275 million guaranteed senior secured term loan B due 2016
     at B2 (LGD 4, 50%)

                      The outlook is stable

Factors that could result in an upgrade include stronger debt
protection metrics driven in part by the successful integration of
Auntie Anne's, sustained positive same store sales growth for its
concepts, steady organic growth of its franchisee store base, and
debt reduction.  Quantitatively, an upgrade could occur if debt to
EBITDA fell below 4.0 times and it is able to maintain EBITA to
interest above 2.5 times.  A higher rating would also require good
liquidity.

A downgrade could occur if the company was unable to successfully
integrate Auntie Anne's on a timely basis, or if a deterioration
in same store sales growth resulted in a an inability to
strengthen debt protection metrics while maintaining good
liquidity.  Specifically, a downgrade could occur if Focus Brands
is unable to reduce its Debt to EBITDA over the next twelve to
eighteen months to below 5.0 times or EBITA to interest fell below
1.5 times.  A deterioration in liquidity could also result in a
downgrade.

            This is an initial rating for Focus Brands

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

Focus Brands owns, operates, and franchises approximately 2,200
restaurants under the brand names Moe's Southwest Grill,
Schlotzsky's, Cinnabon, and Carvel Ice Cream.  Focus Brands is
also in the process of acquiring Auntie Anne's Food, Inc. which
has about 1,040 stores.  If the transaction is successful, annual
revenues will be approximately $170 million.


FRANKLIN PACIFIC: Can Access Rents on Shalamar Apartments
---------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
authorized Franklin Pacific Finance, LLLP, to use postpetition
rents on the Shalamar Apartments.

The Shalamar Apartments is a 162-unit apartment complex located in
San Marcos, Texas, that Debtor holds fee title to.  The Debtor has
a loan with the Bank with an outstanding principal balance of
$3,525,000 as of May 20, 2010.  The value of the property is
$6,300,000.  The Shalamar Apartments were managed prepetition and
continue to be managed postpetition by Capstone Management, a
professional property management company.

The Debtor would use the cash collateral in connection with the
continued operation of the Debtor's business.

As adequate protection for any diminution in value of the lenders'
collateral, the Debtor will grant the Bank, a replacement lien on
the postpetition rents generated by the Shalamar Apartments, to
the same extent and priority as any lien, if any, held by the Bank
as of the Petition Date.

The Debtor also relates that the Bank's alleged security interest
in its assets are also adequately protected by a substantial
equity cushion ($2,775,000) in the Shalamar Apartments.

               About Franklin Pacific Finance, LLLP

Santa Monica, California-based Franklin Pacific Finance, LLLP,
engages in the business of acquiring and operating real estate
assets and loans secured by real estate assets, equipment,
vehicles and business assets, unsecured loans.  The Company
acquires assets and loans as portfolios or in stand-alone
transactions.

The Company filed for Chapter 11 bankruptcy protection on May 24,
2010 (Bankr. C.D. Calif. Case No. 10-30727).  Leslie A. Cohen,
Esq., Esq., and Jaime Williams, Esq., at Leslie Cohen Law, P.C.,
in Santa Monica, California, serve as counsel to the Debtor.  The
Company estimated its assets and debts at $10 million to
$50 million as of the petition date.


FRANKLIN PACIFIC: Secured Creditor Wants Chapter 11 Trustee
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
has continued until November 2, 2010, at 1:30 p.m., the hearing to
appoint a Chapter 11 trustee in the bankruptcy case of Franklin
Pacific Finance, LLLP.

Secured Creditor Bank Midwest N.A., asked the Court to appoint a
Chapter 11 trustee in the Debtor's case because the Debtor has not
a paid its obligation to the bank since January 2010.

The bank has a secured claim amounting to $14,185,547.  The total
of all scheduled claims in the bankruptcy is only $15,751,359.

The bank related that as is evident from the Debtor's own filings
in this case, the existing managers (Stephanos J. Collias and Gary
Hall) elected to place their own interests above those of the
creditors.  On April 20, Mr. Hall drew a $325,000 distribution
from the Debtor.  Mr. Collias drew a $75,000 distribution on the
same day.  Mr. Collias also takes a $150,000 annual salary.
Slightly more than a month after the $400,000 payment to
Messrs. Collias and Hall, the Debtor commenced this bankruptcy
case.  Messrs. Collias and Hall remain in control of the Debtor as
debtor-in-possession.

The secured creditor is represented by:

     BRYAN CAVE LLP
     H. Mark Mersel, Esq.
     3161 Michelson Drive, Suite 1500
     Irvine, CA 92612
     Tel: (949) 223-7000
     Fax: (949) 223-7100
     E-mail: mark.mersel@bryancave.com

               About Franklin Pacific Finance, LLLP

Santa Monica, California-based Franklin Pacific Finance, LLLP,
engages in the business of acquiring and operating real estate
assets and loans secured by real estate assets, equipment,
vehicles and business assets, unsecured loans.  The Company
acquires assets and loans as portfolios or in stand-alone
transactions.

The Company filed for Chapter 11 bankruptcy protection on May 24,
2010 (Bankr. C.D. Calif. Case No. 10-30727).  Leslie A. Cohen,
Esq., Esq., and Jaime Williams, Esq., at Leslie Cohen Law, P.C.,
in Santa Monica, California, serve as counsel to the Debtor.
The Company estimated its assets and debts at $10 million to $50
million as of the petition date.


FRANKLIN PACIFIC: Plan Outline Hearing Set for October 28
---------------------------------------------------------
The Hon. Vincent P. Zurzolo of the U.S. Bankruptcy Court for the
Central District of California will convene a hearing on
October 28, 2010, at 1:30 p.m., to consider adequacy of the
Disclosure Statement explaining Franklin Pacific Finance, LLLP's
Plan of Reorganization.

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

According to the Disclosure Statement, the Plan provides on its
effective date, $105,297 to $170,297 in administrative claims will
be paid.  The Plan also expects payment of $3,500 to Washington
Mutual Bank N.A. on the Effective Date and for payment to Bank
Midwest N.A. in the amount of $532,493.  The projections also show
a $549,517 adequate protection payment to Bank Midwest which is
anticipated to be paid soon as the Court enters an order approving
the stipulation for use of cash collateral filed on September 7.
Finally, the Plan pays $26,931 to General Unsecured creditors on
the Effective Date.

The projected Effective Date is December 20.

The Debtor intends to pay creditors and interest-holders from
future earnings from continued operations of the Debtor, including
rental income, interest income, potential sales or refinances of
properties, and note payments due to the Debtor.

Most likely, general unsecured creditors can expect payment
beginning 30 days after the Effective Date of this Plan in the
amount of 1/3 of each creditors' unsecured claim plus 4% interest
and continuing every month for 2 additional months.

Under the Plan, the Debtor relates that plan payments will occur
from year 2011 to 2012.

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

The Debtor is represented by:

     Leslie A. Cohen, Esq., Esq.
     Jaime Williams, Esq.
     LESLIE COHEN LAW, P.C.
     506 Santa Monica Blvd., Suite 200
     Santa Monica, CA 90401
     Tel: (310) 394-5900
     Fax: (310) 394-9280
     E-mail: jaime@lesliecohenlaw.com
             leslie@lesliecohenlaw.com

                About Franklin Pacific Finance, LLLP

Santa Monica, California-based Franklin Pacific Finance, LLLP,
engages in the business of acquiring and operating real estate
assets and loans secured by real estate assets, equipment,
vehicles and business assets, unsecured loans.  The Company
acquires assets and loans as portfolios or in stand-alone
transactions.

The Company filed for Chapter 11 bankruptcy protection on May 24,
2010 (Bankr. C.D. Calif. Case No. 10-30727).  The Company
estimated its assets and debts at $10 million to $50 million as of
the petition date.


FRANKLIN PACIFIC: Wants Solicitation Exclusivity Until Jan. 19
--------------------------------------------------------------
Franklin Pacific Finance, LLLP, asks the U.S. Bankruptcy Court for
the Central District of California to extend its exclusive period
to file a Plan from September 21, 2010, to November 20.  The
Debtor also asked the Court to extend its exclusive period to
obtain acceptances to a Plan from November 20 to January 19, 2011.

The Debtor needs additional time to finalize the Plan of
Reorganization without interference from a competing Plan.

Santa Monica, California-based Franklin Pacific Finance, LLLP,
engages in the business of acquiring and operating real estate
assets and loans secured by real estate assets, equipment,
vehicles and business assets, unsecured loans.  The Company
acquires assets and loans as portfolios or in stand-alone
transactions.

The Company filed for Chapter 11 bankruptcy protection on May 24,
2010 (Bankr. C.D. Calif. Case No. 10-30727).  Leslie A. Cohen,
Esq., Esq., and Jaime Williams, Esq., at Leslie Cohen Law, P.C.,
in Santa Monica, California, serve as counsel to the Debtor.
The Company estimated its assets and debts at $10 million to
$50 million as of the petition date.


FREEMAN GUARDS: Files for Chapter 7 Bankruptcy Liquidation
----------------------------------------------------------
Freeman Guards Inc. filed for Chapter 7 bankruptcy liquidation on
October 21, 2010, Star-Advertiser reports.

Star-Advertiser says Freeman Guards, which will shut down
immediately, listed assets and liabilities of between $1 million
and $10 million, as well as 200 to 999 creditors.

Star-Advertiser, citing Freeman Guards' filing in federal
Bankruptcy Court in Honolulu, discloses that American Express is
the largest unsecured creditor with two claims totaling more than
$55,000.

Star-Advertiser relates Chapter 7 trustee David Farmer said the
largest secured creditors are Atlas Insurance at $390,000 and
lender Graystone Capital at $360,000.  Freeman filed for
bankruptcy after a proposal to be bought by Securitas, a mainland
security firm, fell through, Mr. Farmer said.

Honolulu-based Freeman Guards Inc. provides contract security
officers at the Honolulu Airport, the University of Hawaii and
other locations.  The company has about 200 employees and was
founded in 1972.  It has offices on North King Street on Oahu, as
well as on Maui and in Hilo and Kona on the Big Island.


GATEHOUSE MEDIA: Bank Debt Trades at 64% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which GateHouse Media,
Inc., is a borrower traded in the secondary market at 36.15 cents-
on-the-dollar during the week ended Friday, October 22, 2010,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents a drop of 0.98
percentage points from the previous week, The Journal relates.
The Company pays 200 basis points above LIBOR to borrow under the
facility.  The bank loan matures on Feb. 27, 2014, and carries
Moody's Ca rating and Standard & Poor's CCC- rating.  The loan is
one of the biggest gainers and losers among 200 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

GateHouse Media, Inc. -- http://www.gatehousemedia.com/--
headquartered in Fairport, New York, is one of the largest
publishers of locally based print and online media in the United
States as measured by its 97 daily publications.  GateHouse Media
currently serves local audiences of more than 10 million per week
across 21 states through hundreds of community publications and
local Web sites.

The Company's balance sheet at June 30, 2010, showed
$572.2 million in total assets, $1.3 billion in total liabilities,
and a $795.1 million stockholders' deficit.


GLOBAL AUTOCARE: S&P Assigns 'B' Corporate Credit Rating
--------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned a
preliminary 'B' corporate credit rating to Oakland, Calif.-based
Global AutoCare Inc.  The outlook is stable.

At the same time, S&P assigned a preliminary 'B+' issue rating to
the company's proposed $50 million revolving credit facility due
2015 and $300 million term loan due 2016.  The preliminary
recovery rating on the senior secured credit facilities is '2',
indicating S&P's expectation of substantial (70% to 90%) recovery
in the event of a payment default.

S&P also assigned a preliminary 'CCC+' issue rating to the
proposed $250 million senior unsecured notes due 2018.  The
preliminary recovery rating on the notes is a '6', indicating
S&P's expectation of negligible (0% to 10%) recovery in the event
of a payment default.  The notes will be issued under rule 144A
with registration rights.

Net proceeds of the term loan and unsecured notes, along with
about $258 million of equity, will be used to finance Avista
Capital Partners' acquisition of Global AutoCare.  The ratings are
based on preliminary terms and are subject to change upon review
of final documents.

"The ratings on Global AutoCare reflect what S&P considers to be a
highly leveraged financial profile and vulnerable business
profile," said Standard & Poor's credit analyst Susan Ding.
"S&P's business risk assessment incorporates the company's narrow
business focus, vulnerability to commodity price volatility and
the economy, and its lack of track record as a stand-alone
company."

There is also some concentration risk, as one customer accounted
for about 30% of sales.  Somewhat offsetting these factors are the
company's well-recognized brands, primarily ArmorAll and STP,
Oomph!, Son of a Gun, Tuff Stuff, and Car Buddy.  The auto care
business was part of Clorox Co. and, upon completion of the
acquisition, will operate as an independent entity.

"Although the lack of track record as a stand-alone company is a
key rating factor, the new CEO has extensive industry experience,
and other key senior management members have been with the
business for numerous years," added Ms.  Ding.  "S&P view the
company's financial policy as aggressive because of the mostly
debt-financed acquisition, resulting in a highly leveraged capital
structure."

The outlook is stable.  S&P expects Global AutoCare to maintain
credit protection measures close to pro forma levels after the
proposed transaction and for covenant cushions to exceed 20%.


GREAT ATLANTIC: Posts $153.7MM Net Loss in 12-Weeks Ended Sept. 11
------------------------------------------------------------------
The Great Atlantic & Pacific Tea Company, Inc., filed its
quarterly report on Form 10-Q, reporting a net loss of
$153.7 million for the 12 weeks ended September 11, 2010, compared
with a net loss of $80.3 million for the 12 weeks ended September
12, 2009.

Sales decreased from $2.065 billion for the 12 weeks ended
September 12, 2009, to $1.918 billion for the 12 weeks ended
September 11, 2010, primarily due to a decrease in comparable
stores sales and store closures, partially offset by sales from
new stores.

Loss from continuing operations (after taxes) for the second
quarter of fiscal 2010 of $142.8 million increased from a loss of
$62.2 million for the second quarter of fiscal 2009.

Sam Martin, President and Chief Executive Officer, said, "Our
second quarter financial results are disappointing.  But, we have
developed a comprehensive turnaround plan and have quickly begun
to implement it.  The first step in that plan is the formation of
a new management team.  With our talented and deeply experienced
new team now in place, we have begun to execute against the other
steps in the plan on an accelerated basis."

The Company's balance sheet at September 11, 2010, showed
$2.531 billion in total assets, $3.211 billion in total
liabilities, $136.3 million in Series A redeemable preferred
stock, and a stockholders' deficit of $816.2 million.

"During the first half of fiscal 2010, our operating results were
significantly below those for the prior year and our expectations.
Therefore, to improve our performance and to meet our liquidity
needs over the next twelve months, including the debt maturity of
$165.0 million on June 15, 2011, our Company has completed the
initial steps of a comprehensive turnaround plan designed to
strengthen liquidity and improve operations.  As part of our
liquidity initiatives, we signed an agreement on September 3,
2010, for the sale of seven non-core stores in Connecticut for
$22.8 million expected to close in early November.  We are also
pursuing additional financing through a new term loan, sale-
leaseback transactions and sales of additional non-core assets, as
well as reviewing our store portfolio for additional
opportunities.  However, there is uncertainty regarding whether
our Company can complete all or a portion of these efforts and, if
these do not occur, there is substantial doubt about our Company's
ability to continue as a going concern."

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

               http://researcharchives.com/t/s?6ce5

A full-text copy of the Company's October 21, 2010 earnings
release for the fiscal 2010 second quarter is available for free
at http://researcharchives.com/t/s?6ce6

              About The Great Atlantic & Pacific Tea

Montvale, N.J.-based The Great Atlantic & Pacific Tea Company
(NYSE Symbol: GAP) -- http://www.aptea.com/-- is a supermarket
chain.  The Company operates 428 stores in eight states and the
District of Columbia under the following trade names: A&P,
Waldbaum's, Pathmark, Pathmark Sav-a-Center, Best Cellars, The
Food Emporium, Super Foodmart, Super Fresh and Food Basics.

The Wall Street Journal reported mid-October 2010 that A&P is
talking to financial advisors, including Lazard Ltd., Rothschild
Inc. and Moelis & Co., about reworking its debt-heavy balance
sheet.


GREAT ATLANTIC: To Cut Costs, Boost Liquidity in Turnaround Plan
----------------------------------------------------------------
In a regulatory filing Thursday, The Great Atlantic & Pacific Tea
Company, Inc. (A&P), provided an update on its comprehensive
turnaround plan to strengthen the Company's operating and
financial foundation and enhance its customers' experience.

The Company's Turnaround Plan consists of five key building
blocks, which include:

  -- Installing a strong management team;

  -- Strengthening liquidity;

  -- Reducing structural and operating costs;

  -- Improving the A&P value proposition for customers; and

  -- Enhancing the customer experience in stores.

To strengthen liquidity, the Company is negotiating an agreement
with its existing banks and several new lenders to add a new-money
term loan to its existing asset-backed facility, but the complex
structure of the new loan has pushed the closing off several
weeks.  In addition, the Company has contracted to sell seven
stores in Connecticut.  That transaction is scheduled to close
November 1.

A&P is also pursuing financing initiatives including sale-
leaseback transactions and sales of additional non-core and non-
performing assets.

In line with its efforts to reduce its structural and operating
costs, the Company has recently closed 25 underperforming stores
and is in active talks with several key operating partners to seek
ways to lower its structural operating costs.  In addition, the
Company is in discussions with its labor union partners to
identify opportunities to reduce its store costs.

A&P has also completed the first phase of a talent assessment and
taken steps to flatten its organization to lower general and
administrative costs, improving the efficiency within its
corporate headquarters.  The Company reduced headcount, saving
roughly $10 million annually.  In addition, the Company has other
G&A initiatives underway, targeting an overall G&A reduction of
approximately $40 million per year.

"Since I joined A&P in late July, we have moved quickly to
implement our comprehensive turnaround plan," Sam Martin, A&P's
President and Chief Executive Officer said.  "Although we clearly
have a lot of work ahead of us, we have already made solid initial
progress.  I want to thank all of our talented associates for
their dedication and commitment to improving A&P's performance and
enhancing the value we provide to our customers."


A full-text copy of the Company's October 21, 2010 press release
is available for free at http://researcharchives.com/t/s?6ce6

              About The Great Atlantic & Pacific Tea

Montvale, N.J.-based The Great Atlantic & Pacific Tea Company
(NYSE Symbol: GAP) -- http://www.aptea.com/-- is a supermarket
chain.  The Company operates 428 stores in eight states and the
District of Columbia under the following trade names: A&P,
Waldbaum's, Pathmark, Pathmark Sav-a-Center, Best Cellars, The
Food Emporium, Super Foodmart, Super Fresh and Food Basics.

The Company's balance sheet at September 11, 2010, showed
$2.531 billion in total assets, $3.211 billion in total
liabilities, $136.3 million in Series A redeemable preferred
stock, and a stockholders' deficit of $816.2 million.

                          *     *     *

The Company discloses in its quarterly report for the 12 weeks
ended September 11, 2010, that there is uncertainty regarding its
ability to complete all or a portion of its efforts to improve
operations and strengthen liquidity and, if these don't occur,
"there is substantial doubt about (its) ability to continue as a
going concern."

The Wall Street Journal reported mid-October 2010 that A&P is
talking to financial advisors, including Lazard Ltd., Rothschild
Inc. and Moelis & Co., about reworking its debt-heavy balance
sheet.


GREYSTONE LOGISTICS: Posts $417,600 Net Loss in August 31 Quarter
-----------------------------------------------------------------
Greystone Logistics, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $417,642 on $5.0 million of revenue
for the three months ended August 31, 2010, compared with a net
loss of $71,390 on $4.4 million of revenue for the same period
ended August 31, 2009.

The Company has an accumulated deficit of $62.0 million at
August 31, 2010.

Greystone had a working capital deficit of $13.5 million at
August 31, 2010, which includes the current portion of long-term
debt of approximately $8.9 million and accounts payable and
accrued liabilities of $3.8 million.  The working capital deficit
at August 31, 2010, increased $897,111 from the working capital
deficit of $12.6 million at May 31, 2010.

Greystone has two notes payable with F&M Bank in the amounts of
$4.6 million and $1.2 million at August 31, 2010, each of which
matured on October 15, 2010.  Management is reasonably confident
that the maturity dates of both notes will be extended by the
bank.

The Company's balance sheet at August 31, 2010, showed
$10.4 million in total assets, $18.5 million in total liabilities,
and a stockholders' deficit of $8.1 million.

As reported in the Troubled Company Reporter on September 17,
2010, HoganTaylor LLP, in Tulsa, Okla., 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 at May 31, 2010, the
Company has a stockholders' deficit of $7.7 million and a working
capital deficit of $12.6 million.

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

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

                    About Greystone Logistics

Tulsa, Okla.-based Greystone Logistics, Inc. (OTC BB: GLGI.OB -
News) -- http://www.greystonelogistics.com/-- manufactures and
sells plastic pallets through its wholly owned subsidiary,
Greystone Manufacturing, LLC.  Greystone sells its pallets through
direct sales and a network of independent contractor distributors.
Greystone also sells its pallets and pallet leasing services to
certain large customers direct through its President, Senior Vice
President of Sales and Marketing and other employees.


HACIENDA GARDENS: Unsecureds to Receive Center's Net Profits
------------------------------------------------------------
Hacienda Gardens, LLC, submitted to the U.S. Bankruptcy Court for
the Northern District of California a proposed Plan of
Reorganization and an explanatory Disclosure Statement.

The Court scheduled an October 25 hearing to consider approval of
the Disclosure Statement.

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

According to the Disclosure Statement, the Plan provides for
extension of the obligations currently due to First Horizon Home
Loans, a Division of First Tennessee Bank National Association,
successor-by-merger to First Horizon Home Loan Corporation (FHB)
and Heritage Bank of Commerce for 36 months each after the
Effective Date (unless repaid paid sooner) with payments
continuing at the contract rate of interest.  Payments to JP Chase
Morgan Bank will continue without modification.  Unsecured
claimants are to receive the Center's net profits for three years
with a minimum dividend paid of $72,000 which will, depending upon
whether the insider claim of Mark Tersini is voluntarily
subordinated or not, provide a dividend of either 8.7% (if not) to
25.9% if it is and the Rite Aid Lease is not rejected.  Priority
and administrative claims, if any, will be paid in full at the
Effective Date unless they agree to another treatment.

The Center is a commercial shopping center situated upon
12.097 acres of land in San Jose, California.  Included in this
12.097 acres is approximately 124,246 square feet of commercial
leasable space well as acreage zoned for a sizeable residential
development.

Under the Plan, the Debtor will utilize rents from the Center to
operate it and make all required payments under the Plan.  To the
extent that the funds are inadequate the Debtor will borrow or its
members will contribute adequate sums to perform the Plan.

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

The Debtor is represented by:

     Heinz Binder, Esq.
     Robert G. Harris, Esq.
     Roya Shakoori, Esq.
     BINDER & MALTER, LLP
     2775 Park Avenue
     Santa Clara, CA 95050
     Tel: (408)295-1700
     Fax: (408) 295-1531

                    About Hacienda Gardens, LLC

Cupertino, California-based Hacienda Gardens, LLC, owns and
operates a commercial shopping center in San Jose, California.
The Debtor leases the Center under the Ground Leases from the
Rajkovich Family who own the underlying land.

The Company filed for Chapter 11 bankruptcy protection on May 24,
2010 (Bankr. N.D. Calif. Case No. 10-55423).  The Company
estimated its assets and debts at $10 million to $50 million as of
the petition date.


HACIENDA GARDENS: Wants Plan Solicitation Exclusivity Until Feb. 3
------------------------------------------------------------------
Hacienda Gardens, LLC, asks the U.S. Bankruptcy Court for the
Northern District of California to extend its exclusive period to
obtain acceptances for the proposed Plan of Reorganization until
February 3, 2011.

The Debtor needs more time to: a) to negotiate with its creditors
over the Plan's terms; b) determine more clearly the path which
reorganization will take; and (c) seek acceptances of the Plan.

The Debtor proposes a hearing on the requested exclusivity
extensions on November 5 at 2:00 p.m.

                    About Hacienda Gardens, LLC

Cupertino, California-based Hacienda Gardens, LLC, owns and
operates a commercial shopping center in San Jose, California.
The Debtor leases the Center under the Ground Leases from the
Rajkovich Family who own the underlying land.

The Company filed for Chapter 11 bankruptcy protection on May 24,
2010 (Bankr. N.D. Calif. Case No. 10-55423).  Robert G. Harris,
Esq., and Roya Shakoori, Esq., at the Law Offices of Binder and
Malter, assist the Debtor in its restructuring effort.  The
Company estimated its assets and debts at $10 million to
$50 million.


HAWKER BEECHCRAFT: Bank Debt Trades at 18% Off in Secondary Market
------------------------------------------------------------------
Participations in a syndicated loan under which Hawker Beechcraft
is a borrower traded in the secondary market at 82.25 cents-on-
the-dollar during the week ended Friday, October 22, 2010,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 0.64
percentage points from the previous week, The Journal relates.
The Company pays 200 basis points above LIBOR to borrow under the
facility.  The bank loan matures on March 26, 2014, and carries
Moody's Caa1 rating and Standard & Poor's CCC+ rating.  The loan
is one of the biggest gainers and losers among 200 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

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

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


HEALTHSOUTH CORP: Directors Acquire Shares Under Stock Plan
-----------------------------------------------------------
HealthSouth Corp. director Jon F. Hanson disclosed in a Form 4
filing with the Securities and Exchange Commission his acquisition
of 630 shares of common stock on October 11 and 600 shares the
following day.  He may be deemed to directly hold 57,217 shares
following the transactions.

Another HealthSouth director, John Chidsey, disclosed in a
separate Form 4 his acquisition of 1,215 common shares, raising
his stake to 44,936.  He directly holds those shares.

According to their Form 4 filings, the transactions were a
purchase of shares pursuant to an election by the directors to
participate in the Directors Deferred Stock Investment Plan of the
Company.  The Plan is a non-qualified deferral plan adopted and
effective November 1, 2007, allowing non-employee directors to
make elections during 2009 to defer fixed percentages of their
directors fees for 2010. The amount each participant defers under
the Plan is deducted, on a quarterly basis, from the directors
fees the participant would otherwise have received in cash.  The
transaction reported is the acquisition of common stock of the
Company for each of the directors' accounts, for an aggregate
purchase price equal to the amount of fees deferred by the
directors for the current quarter of 2010 under the Plan.

Mr. Hanson may also be deemed to indirectly hold 6,000 shares
through his spouse and 12,200 through a trust.

                      About HealthSouth Corp.

Birmingham, Alabama-based HealthSouth Corporation (NYSE: HLS) --
http://www.healthsouth.com/-- is the nation's largest provider of
inpatient rehabilitative healthcare services.  Operating in 26
states across the country and in Puerto Rico, HealthSouth serves
patients through its network of inpatient rehabilitation
hospitals, long-term acute care hospitals, outpatient
rehabilitation satellites, and home health agencies.

The Company's balance sheet at June 30, 2010, showed $1.7 billion
in total assets, $2.1 billion in total liabilities, and
a shareholders' deficit of $817.3 million.

HealthSouth carries a 'B1' corporate family rating with "stable"
outlook, from Moody's.  It has 'B' foreign and local issuer credit
ratings, with "positive" outlook, from Standard & Poor's.

On October 1, 2010, according to the Troubled Company Reporter,
HealthSouth's B1 Corporate Family Rating from Moody's reflects the
continued reduction in debt outstanding and management's
commitment to strengthening the company's balance sheet.

Moody's last rating on HealthSouth was on November 16, 2009 when
Moody's assigned a Caa1 (LGD5, 80%) rating to the company's senior
unsecured notes due 2020 and a Ba3 (LGD2, 25%) rating to the new
tranche of term loan due 2014 created in the company's credit
agreement amendment.  Moody's also affirmed HealthSouth's B2
Corporate Family and Probability of Default Ratings at that time.


HEALTHSOUTH CORP: Paid $493,500 in Rating Agency Fees
-----------------------------------------------------
HealthSouth Corporation disclosed in a regulatory filing it spent
$493,500 in rating agency fees in connection with its offering
senior notes.

On October 7, 2010, HealthSouth completed its registered public
offering of $275.0 million aggregate principal amount of 7.250%
Senior Notes due 2018 at a public offering price of 100.00% of the
principal amount, and $250.0 million aggregate principal amount of
7.750% Senior Notes due 2022.

HealtSouth spent $825,000 in total fees related to the offering.
Other expenses include $37,433 for SEC Registration Fee; $75,000
for Accounting Fees and Expenses; $163,067 for Legal Fees and
Expenses; $35,000 for Printing Expenses; and $21,000 for Trustee's
Fees and Expenses.

The Company entered into various material agreements governing the
terms of the Notes: (i) the indenture, dated as of December 1,
2009, between the Company and The Bank of Nova Scotia Trust
Company of New York, as trustee, (ii) the second supplemental
indenture, dated October 7, 2010, among the Company, the
subsidiary guarantors named therein and the Trustee, and (iii) the
third supplemental indenture, dated October 7, 2010, among the
Company, the subsidiary guarantors named therein and the Trustee.
The 2018 Notes mature on October 1, 2018, and bear interest at
7.250% per annum, payable semiannually in arrears on April 1 and
October 1, beginning on April 1, 2011.  The 2022 Notes mature on
September 15, 2022 and bear interest at 7.750% per annum, payable
semiannually in arrears on March 15 and September 15, beginning on
March 15, 2011.  The Notes are jointly and severally guaranteed on
a senior unsecured basis by all of the Company's existing and
future subsidiaries that guarantee borrowings under its credit
facility and other capital markets debt.  The Notes and related
guarantees rank equal in right of payment to the Company's current
and future senior debt and senior in right of payment to any
future subordinated debt.  The Notes are effectively subordinated
to the Company's current and future secured debt, to the extent of
the value of the assets securing such debt, and any liabilities of
the Company's non-guarantor subsidiaries. The indentures relating
to the Notes contain restrictive covenants that, among other
things, limit the Company's ability and the ability of certain of
its subsidiaries to, among other things, incur or guarantee
additional indebtedness; pay dividends on, or redeem or
repurchase, its capital stock; make investments; and merge,
consolidate, or transfer all or substantially all of its assets.

                      About HealthSouth Corp.

Birmingham, Alabama-based HealthSouth Corporation (NYSE: HLS) --
http://www.healthsouth.com/-- is the nation's largest provider of
inpatient rehabilitative healthcare services.  Operating in 26
states across the country and in Puerto Rico, HealthSouth serves
patients through its network of inpatient rehabilitation
hospitals, long-term acute care hospitals, outpatient
rehabilitation satellites, and home health agencies.

The Company's balance sheet at June 30, 2010, showed $1.7 billion
in total assets, $2.1 billion in total liabilities, and
a shareholders' deficit of $817.3 million.

HealthSouth carries a 'B1' corporate family rating with "stable"
outlook, from Moody's.  It has 'B' foreign and local issuer credit
ratings, with "positive" outlook, from Standard & Poor's.

On October 1, 2010, according to the Troubled Company Reporter,
HealthSouth's B1 Corporate Family Rating from Moody's reflects the
continued reduction in debt outstanding and management's
commitment to strengthening the company's balance sheet.

Moody's last rating on HealthSouth was on November 16, 2009 when
Moody's assigned a Caa1 (LGD5, 80%) rating to the company's senior
unsecured notes due 2020 and a Ba3 (LGD2, 25%) rating to the new
tranche of term loan due 2014 created in the company's credit
agreement amendment.  Moody's also affirmed HealthSouth's B2
Corporate Family and Probability of Default Ratings at that time.


HERBST GAMING: Bank Debt Trades at 45% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Herbst Gaming Inc.
is a borrower traded in the secondary market at 54.50 cents-on-
the-dollar during the week ended Friday, October 22, 2010,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 0.50
percentage points from the previous week, The Journal relates.
The Company pays 187.5 basis points above LIBOR to borrow under
the facility.  The bank loan matures on Dec. 8, 2013.  Moody's has
withdrawn its rating, while Standard & Poor's does not assign a
rating, on the bank debt.  The loan is one of the biggest gainers
and losers among 200 widely quoted syndicated loans with five or
more bids in secondary trading for the week ended Friday.

                       About Herbst Gaming

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

The Company and 17 of its affiliates filed for Chapter 11
protection on March 22, 2009 (Bankr. D. Nev. Lead Case No. 09-
50752).  Thomas H. Fell, Esq., and Gerald M. Gordon, Esq., at
Gordon Silver, represented the Debtors in their restructuring
effort.  Herbst Gaming had $919.1 million in total assets and
debts of $1.57 billion as of the Chapter 11 filing.  The
Bankruptcy Court issued an order on January 22, 2010, confirming
the company's amended joint plan of reorganization.  The plan
became effective February 5, 2010.


HERCULES OFFSHORE: Bank Debt Trades at 11% Off in Secondary Market
------------------------------------------------------------------
Participations in a syndicated loan under which Hercules Offshore,
Inc., is a borrower traded in the secondary market at 89.23 cents-
on-the-dollar during the week ended Friday, October 22, 2010,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 2.37
percentage points from the previous week, The Journal relates.
The Company pays 650 basis points above LIBOR to borrow under the
facility.  The bank loan matures on July 11, 2013, and carries
Moody's B2 rating and Standard & Poor's B- rating.  The loan is
one of the biggest gainers and losers among 200 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

Hercules Offshore, Inc. (NASDAQ: HERO) --
http://www.herculesoffshore.com/-- provides shallow-water
drilling and marine services to the oil and natural gas
exploration and production industry in the United States, Gulf of
Mexico and internationally.  The Company provides these services
to integrated energy companies, independent oil and natural gas
operators and national oil companies.  The Company operates in six
business segments: Domestic Offshore, International Offshore,
Inland, Domestic Liftboats, International Liftboats and Delta
Towing.

As reported in the Troubled Company Reporter on June 10, 2010,
Standard & Poor's took several rating actions on eight U.S. oil
and gas companies, including Hercules Offshore, Inc., following an
industry review.  S&P reviewed companies with operating exposure
to the Gulf of Mexico following the U.S. Department of the
Interior's extension of the moratorium on drilling permits.  S&P
believes that when the moratorium is eventually lifted, there
could be extensive delays in issuing new permits due to high
initial volume and new safety and operating standards imposed.
S&P downgraded Hercules Offshore's rating from (B/Negative/--) to
(B-/Negative/--).  The rating actions also reflect S&P's
heightened concerns about the burgeoning scope of the Macondo well
disaster.  The flow of oil into the Gulf of Mexico is likely to
continue until at least August.  Uncertainty about the ultimate
remediation cost and potential financial liabilities associated
with the disaster has already resulted in a rating downgrade of
the corporate credit rating of BP PLC (AA-/Watch Neg/A-1+).


HILLCREST BANK: Closed; Hillcrest Bank Assumes Deposits
-------------------------------------------------------
Hillcrest Bank of Overland Park, Kan., was closed on Friday,
October 22, 2010, by the Kansas Office of the State Bank
Commissioner, which appointed the Federal Deposit Insurance
Corporation as receiver.  To protect the depositors, the FDIC
entered into a purchase and assumption agreement with Hillcrest
Bank, National Association, of Overland Park, Kan., a newly
chartered bank subsidiary of NBH Holdings Corp. of Boston, Mass.,
to assume all of the deposits of Hillcrest Bank.

The 41 branches of Hillcrest Bank will reopen during normal
business hours as branches of Hillcrest Bank, N.A.  Depositors of
Hillcrest Bank will automatically become depositors of Hillcrest
Bank, N.A.  Deposits will continue to be insured by the FDIC, so
there is no need for customers to change their banking
relationship in order to retain their deposit insurance coverage
up to the applicable limits.  Customers of Hillcrest Bank should
continue to use their existing branch until they receive notice
from Hillcrest Bank, N.A., that it has completed systems changes
to allow other Hillcrest Bank, N.A., branches to process their
accounts as well.

As of June 30, 2010, Hillcrest Bank had around $1.65 billion in
total assets and $1.54 billion in total deposits.  Hillcrest Bank,
N.A., did not pay the FDIC a premium for the deposits of Hillcrest
Bank.  In addition to assuming all of the deposits of the failed
bank, Hillcrest Bank, N.A., agreed to purchase essentially all of
the assets.

The FDIC and Hillcrest Bank, N.A., entered into a loss-share
transaction on $1.15 billion of Hillcrest Bank's assets.
Hillcrest Bank, N.A., will share in the losses on the asset pools
covered under the loss-share agreement.  The loss-share
transaction is projected to maximize returns on the assets covered
by keeping them in the private sector.  The transaction also is
expected to minimize disruptions for loan customers.  For more
information on loss share, visit:

  http://www.fdic.gov/bank/individual/failed/lossshare/index.html

Customers who have questions about the transaction can call the
FDIC toll-free at 1-800-591-2767.  Interested parties also can
visit the FDIC's Web site at:

  http://www.fdic.gov/bank/individual/failed/hillcrest_ks.html

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $329.7 million.  Compared to other alternatives, Hillcrest
Bank, N.A.'s acquisition was the least costly resolution for the
FDIC's DIF.  Hillcrest Bank is the 138th FDIC-insured institution
to fail in the nation this year, and the third in Kansas.  The
last FDIC-insured institution closed in the state was Security
Savings Bank, F.S.B, on October 15, 2010.


HOTI ENTERPRISES: Section 341(a) Meeting Scheduled for Nov. 17
--------------------------------------------------------------
The U.S. Trustee for Region 2 will convene a meeting of Hoti
Enterprises, LP's creditors on November 17, 2010, at 1:30 p.m.
The meeting will be held at United States Bankruptcy Court, SDNY,
300 Quarropas Street, Room 243A, White Plains, NY 10601-5008.

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

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Harrison, New York-based Hoti Enterprises, LP, is a single asset
real estate holding company that owns an apartment complex located
at 2801 Fillmore Avenue, 3001 Avenue R and 2719 Fillmore Avenue,
Brooklyn, New York.  It filed for Chapter 11 bankruptcy protection
on October 12, 2010 (Bankr. S.D.N.Y. Case No. 10-24129).  Arlene
Gordon-Oliver, Esq., at Rattet, Pasternak & Gordon-Oliver, LLP,
assists Hoti Enterprises in its restructuring effort.  Hoti
Enterprises estimated its assets and debts at $10 million to
$50 million.

Affiliate Hoti Realty Management Co., Inc., was in the business of
owning and operating a real estate management company that
operated the apartment complex prior to the appointment of a
receiver of rents in a foreclosure proceeding against Hoti
Enterprises, LP.

Hoti Enterprises' application for joint administrative
consolidation for procedural purposes, in order to promote an
efficient and effective reorganization, is sub judice before the
Court.


HOTI ENTERPRISES: Wants Filing of Schedules Extended Until Nov. 15
------------------------------------------------------------------
Hoti Enterprises, LP, and Hoti Realty Management Co., Inc., ask
the U.S. Bankruptcy Court for the Southern District of New York to
extend the deadline for the filing of schedules of assets and
liabilities and statement of financial affairs.

Hoti Realty was in the business of owning and operating a real
estate management company that operated the apartment complex
prior to the appointment of a receiver of rents in a foreclosure
proceeding against Hoti Enterprises.  As a result of numerous
factors, namely including the possession of the Debtors' property
and certain books and records by the receiver, the Debtors do not
expect to be able to file their completed Schedules of Assets and
Liabilities and Statement of Financial Affairs within the
requisite 15 days.

The Debtors' books and records, which are needed to complete the
schedules, are currently being compiled and reviewed by the
Debtors, together with their proposed counsel, in order to gather
and analyze the information needed to file their respective
Schedules and Statement of Financial Affairs.  The Debtors expect
to have all necessary information to enable them to complete the
preparation of the Schedules by November 15, 2010.

Harrison, New York-based Hoti Enterprises, LP, is a single asset
real estate holding company that owns an apartment complex located
at 2801 Fillmore Avenue, 3001 Avenue R and 2719 Fillmore Avenue,
Brooklyn, New York.  It filed for Chapter 11 bankruptcy protection
on October 12, 2010 (Bankr. S.D.N.Y. Case No. 10-24129).  Arlene
Gordon-Oliver, Esq., at Rattet, Pasternak & Gordon-Oliver, LLP,
assists Hoti Enterprises in its restructuring effort.  Hoti
Enterprises estimated its assets and debts at $10 million to
$50 million.


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

                     About InfoLogix Inc.

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

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

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


INTERNATIONAL SHOPPES: Case Summary & Creditors List
----------------------------------------------------
Debtor: International Shoppes, LLC
        P.O. Box 729
        Windermere, FL 34786

Bankruptcy Case No.: 10-18809

Chapter 11 Petition Date: October 21, 2010

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

Debtor's Counsel: David R. McFarlin, Esq.
                  WOLFF, HILL, MCFARLIN & HERRON, P.A
                  1851 West Colonial Drive
                  Orlando, FL 32804
                  Tel: (407) 648-0058
                  Fax: (407) 648-0681
                  E-mail: dmcfarlin@whmh.com

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

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

A list of the Company's 12 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/flmb10-18809.pdf

The petition was signed by Abdul Mathin, managing member.


JACK BOYKIN: Case Summary & 5 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Jack W. Boykin
        P.O. Box 342
        Montrose, AL 36559

Bankruptcy Case No.: 10-04930

Chapter 11 Petition Date: October 22, 2010

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

Debtor's Counsel: C. Michael Smith, Esq.
                  150 South Dearborn Street
                  Mobile, AL 36602-1606
                  Tel: (251) 433-0588
                  E-mail: paulandsmithpc@earthlink.net

Estimated Assets: $0 to $50,000

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

A list of the Debtor's five largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/alsb10-04930.pdf


JACOBS FINANCIAL: Posts $573,200 Net Loss in August 31 Quarter
--------------------------------------------------------------
Jacobs Financial Group, Inc., filed its quarterly report on Form
10-Q, reporting a net loss attributable to common stockholders of
$573,222 on $339,063 of revenue for the three months ended
August 31, 2010, compared with a net loss of $942,942 on $355,724
of revenue for the same period ended August 31, 2009.

Losses are expected to continue until the Company's insurance
company subsidiary, First Surety Corporation ("FSC") develops a
more substantial book of business.

The Company's balance sheet at August 31, 2010, showed
$8.1 million in total assets, $12.1 million in total liabilities,
$3.0 million in Series A preferred stock, and a stockholders'
deficit of $7.0 million.

As reported in the Troubled Company Reporter on September 17,
2010, Malin, Bergquist & Company, LLP, in Pittsburgh, Pa.,
expressed substantial doubt about Jacobs Financial'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 of the Company's significant net working capital deficit and
operating losses.

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

                  http://researcharchives.com/t/s?6ce4

                      About Jacobs Financial

Jacobs Financial Group, Inc. (OTC Bulletin Board: JFGI) is a
Charleston, West Virginia-based holding company for First Surety
Corporation, a West Virginia domiciled surety, Triangle Surety
Agency, an insurance agency that specializes in coal reclamation
surety bonds, and Jacobs & Company, a registered investment
advisor.


JAMES ALEXANDER: Case Summary & 15 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: James M. Alexander
        185 Linkside Circle
        Ponte Vedra Beach, FL 32082

Bankruptcy Case No.: 10-09229

Chapter 11 Petition Date: October 22, 2010

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

Judge: Jerry A. Funk

Debtor's Counsel: Bryan K. Mickler, Esq.
                  5452 Arlington Expressway
                  Jacksonville, FL 32211
                  Tel: (904) 725-0822
                  Fax: (904) 725-0855
                  E-mail: court@planlaw.com

Scheduled Assets: $1,162,279

Scheduled Debts: $1,330,701

A list of the Debtor's 15 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/flmb10-09229.pdf


JAY PUTNAM: Case Summary & 17 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Jay Gehre Putnam
        523 B. Street
        Petaluma, CA 94952

Bankruptcy Case No.: 10-14079

Chapter 11 Petition Date: October 22, 2010

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

Judge: Alan Jaroslovsky

Debtor's Counsel: Michael C. Fallon, Esq.
                  LAW OFFICES OF MICHAEL C. FALLON
                  100 E. Street, #219
                  Santa Rosa, CA 95404
                  Tel: (707) 546-6770
                  E-mail: mcfallon@fallonlaw.net

Scheduled Assets: $1,496,896

Scheduled Debts: $2,065,276

A list of the Debtor's 17 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/canb10-14079.pdf


KARA HOMES: Amboy Suit Goes Back to Chancery Court
--------------------------------------------------
In 2004, Amboy National Bank, n/k/a Amboy Bank extended financing
to Horizons at Birch Hill, LLC, a closely held corporation owned
and operated by Zuhdi Karagjozi, for the acquisition, development
and construction of a residential development in Old Bridge
Township.  The debt was secured by a blanket mortgage, covering
the acquired realty, including the lot which is the subject of
this dispute.  In 2005, Birch Hill sold the lot, improved by a
single family attached home, to Natalya Belenson a/k/a Natasha
Belenson.  During Ms. Belenson's closing, the purchase funds were
released by the closing agent to the realty developer, Kara Homes,
Inc., Birch Hill's parent company; however, Kara remitted no funds
to Amboy.  Consequently, the construction mortgage encumbering Ms.
Belenson's residence was never discharged.  Ms. Belenson resold
the residence to Carl Speziale.  A search error by Mr. Speziale's
title company failed to report Amboy's lien.  Countrywide Home
Loans, Inc. a/k/a Countrywide Home Loans financed Mr. Speziale's
purchase, believing its loan was secured by a purchase money
mortgage.  In actuality, its encumbrance was second to Amboy's.
When Birch Hill defaulted on its debt, Amboy commenced
foreclosure, which revealed the defects in the transfers of title
to Ms. Belenson and Mr. Speziale.

Cross-motions for summary judgment were filed by Mr. Speziale,
Countrywide and Amboy.  The Superior Court of New Jersey Chancery
Division determined as between these three "comparatively innocent
parties[,]" Amboy's "actions rendered the [complained-of] injury
possible."  Concluding Kara was Amboy's agent during the Belenson
closing, the court deemed Kara's receipt of the funds, on behalf
on Amboy, necessitated the discharge of Amboy's lien.  Amboy's
motion was denied and summary judgment was entered in favor of Mr.
Speziale and Countrywide.  Amboy appealed to the Superior Court of
New Jersey, Appellate Division, arguing the lower court erred as a
matter of law.

A three-judge panel -- consisting of Judges Francine I. Axelrad,
R. B. Coleman and Marie E. Lihotz -- affirms denial of summary
judgment to Amboy, but reverses the judgment in favor of
Countrywide and Mr. Speziale.  "Our review discerns disputes of
material issues of fact, making the record as developed
insufficient to sustain a conclusion of agency to ascribe Amboy
with Kara's receipt of the payoff monies.  Accordingly, the use of
summary judgment was improper.  We reverse and remand for an
evidentiary hearing on the claims as well as defendant's
counterclaims and equitable defenses or any request to join
additional parties."

A copy of the Superior Court of New Jersey, Appellate Division's
decision is available at http://is.gd/gh82Pfrom Leagle.com

                      About Kara Homes Inc.

Headquartered in East Brunswick, New Jersey, Kara Homes Inc.
aka Kara Homes Development LLC, builds single-family homes,
condominiums, town homes, and active-adult communities.  The
company filed for chapter 11 protection on Oct. 5, 2006 (Bankr.
D. N.J. Case No. 06-19626).  On Oct. 9, 2006, nine affiliates
filed separate chapter 11 petitions in the same Bankruptcy Court.
On Oct. 10, 2006, 12 more affiliates filed chapter 11 petitions.
On June 8, 2007, 20 more affiliates filed separate chapter 11
petitions.

David L. Bruck, Esq., at Greenbaum, Rowe, Smith, et al.,
represented the Debtors.  Michael D. Sirota, Esq., at Cole,
Schotz, Meisel, Forman & Leonard represented the Official
Committee of Unsecured Creditors.  Traxi LLC served as the
Debtors' crisis manager.  The Debtors engaged Perry M.
Mandarino as chief restructuring officer, and Anthony Pacchia
as chief financial officer.  When Kara Homes filed for protection
from its creditors, it listed total assets of $350,179,841 and
total debts of $296,840,591.

As reported by the Troubled Company Reporter on October 5, 2007,
the Hon. Michael B. Kaplan confirmed Kara Homes Inc. and its
debtor-affiliates' Amended Chapter 11 Plan of Reorganization.


KRIMAR PROPERTIES: Case Summary & 2 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Krimar Properties LLC
        18727 Soledad Canyon Road
        Canyon Country, CA 91351-3741

Bankruptcy Case No.: 10-55577

Chapter 11 Petition Date: October 22, 2010

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

Judge: Ernest M. Robles

Debtor's Counsel: Mark T. Young, Esq.
                  DONAHOE & YOUNG LLP
                  25152 Springfield Court, Suite 345
                  Valencia, CA 91355-1096
                  Tel: (661) 259-9000
                  Fax: (661) 554-7088
                  E-mail: myoung@donahoeyoung.com

Scheduled Assets: $1,954,296

Scheduled Debts: $3,476,804

A list of the Company's two largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/cacb10-55577.pdf

The petition was signed by Martin L. Stowell, managing member.


KURRANT MOBILE: Posts $16.6 Million Net Loss in August 31 Quarter
-----------------------------------------------------------------
Kurrant Mobile Catering, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $16.6 million on $167,448 of revenue
for the three months ended August 31, 2010, compared with a net
loss $5,771 on $161,057 of revenue for the same period ended
August 31, 2009.

The Company recognized a loss on settlement of debt of
$5.8 million for the three months ended August 31, 2010.

The Company's balance sheet at August 31, 2010, showed
$1.1 million in total assets, $1.5 million in total liabilities,
and a stockholders' deficit of $426,462.

"As of August 31, 2010, the Company has a working capital deficit
of $444,693 and an accumulated deficit of $16.6 million.  These
factors raise substantial doubt about its ability to continue as a
going concern."

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

                  http://researcharchives.com/t/s?6ce0

                       About Kurrant Mobile

Montreal, Quebec-based Kurrant Mobile Catering, Inc., operates in
a single business segment that includes the publication and
distribution of books and eBooks.  The Company sells its products
to distributors throughout the world.


LAS VEGAS SANDS: Bank Debt Trades at 6% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Las Vegas Sands
Corp. is a borrower traded in the secondary market at 93.66 cents-
on-the-dollar during the week ended Friday, October 22, 2010,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 0.53
percentage points from the previous week, The Journal relates.
The Company pays 175 basis points above LIBOR to borrow under the
facility.  The bank loan matures on May 1, 2014.  Moody's has
withdrawn its rating but still carries Standard & Poor's B rating.
The loan is one of the biggest gainers and losers among 200 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

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

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


LIBERTY MEDIA: Moody's Retains 'B1' Corporate Family Rating
-----------------------------------------------------------
Moody's Investors Service indicated that Liberty Media LLC's B1
Corporate Family Rating, SGL-1 speculative-grade liquidity rating
and the review for possible downgrade of Liberty's B1 senior
unsecured note ratings are not affected by Liberty Media
Corporation's plan to reattribute the $1.1 billion exchangeable
notes due 2023 (TWX Exchangeables) to Liberty Interactive from
Liberty Capital in conjunction with the proposed spin-offs of
LCAPA and Liberty Starz.

Moody's last rating on action Liberty occurred on June 21, 2010,
when the company's B1 senior unsecured bond ratings and Ba3
Probability of Default Rating were placed on review for possible
downgrade following the company's announcement of plans to spin-
off the Starz and LCAPA tracking stock groups.

Liberty's ratings were assigned by evaluating factors that Moody's
considers relevant to the credit profile of the issuer, such as
the company's (i) business risk and competitive position compared
with others within the industry; (iii) capital structure and
financial risk; (iii) projected performance over the near to
intermediate term; and (iv) management's track record and
tolerance for risk.  Moody's compared these attributes against
other issuers both within and outside Liberty's core industry and
believes Liberty's ratings are comparable to those of other
issuers with similar credit risk.

Liberty, headquartered in Englewood, Colorado, is a holding
company that owns and operates a broad range of electronic
retailing, communications, and entertainment businesses and also
owns equity and debt positions in wide variety of technology,
media and telecommunications companies.  Annual revenue is
approximately $10 billion.


LIONS GATE: Icahn Extends Tender Offer Until November 1
-------------------------------------------------------
Carl C. Icahn on Friday said the offer by his affiliated entities
to purchase up to all of the outstanding common shares of Lions
Gate Entertainment Corp. for $7.50 per share in cash has been
extended and will now expire at 11:59 p.m., Vancouver time, on
November 1, 2010, unless further extended or withdrawn.

As of the close of business on October 21, 2010, 6,525,265 Lions
Gate common shares had been tendered in the offer.  Shareholders
with questions about the tender offer may call D.F. King & Co.,
Inc., the Information Agent, toll-free at 800-859-8511 (banks and
brokers call 212-269-5550).

As reported by the Troubled Company Reporter on September 8, 2010,
Mr. Icahn disclosed in a regulatory filing that he has acquired a
37.27% stake in Lions Gate as of August 31.

As reported by the TCR on October 13, 2010, Claudia Eller, writing
for The Los Angeles Times, said people close to the matter
indicated that Lions Gate made another merger proposal to MGM
lenders, which would give the MGM lenders a 55% stake in the
merged company.  The Journal's Mr. Spector and Ms. Schuker said
MGM's largest creditors have balked at the offer, countering that
MGM is worth close to $2 billion -- twice Lions Gates' current
market capitalization.

As reported by the TCR on October 8, 2010, MGM has begun a
solicitation of votes from its secured lenders for a pre-packaged
plan of reorganization.  The Plan provides for MGM's secured
lenders to exchange more than $4 billion in outstanding debt for
approximately 95.3% of equity in MGM upon its emergence from
Chapter 11.  Spyglass Entertainment would contribute certain
assets to the reorganized company in exchange for approximately
0.52% of the reorganized company.  In addition, two entities owned
by Spyglass affiliates -- Cypress Entertainment Group, Inc. and
Garoge, Inc. -- will merge with and into a subsidiary of MGM, with
the MGM subsidiary as the surviving entity.  The stockholders of
Cypress and Garoge will receive approximately 4.17% of the
reorganized company in exchange.

On Friday, the TCR reported that entities affiliated with Mr.
Icahn are offering holders of senior secured loans of Metro-
Goldwyn-Mayer Inc. the right to put loans to Icahn Affiliates at a
purchase price of $0.45 per $1.00 in principal amount on a first-
come, first-served basis.  The offer will give participating
holders of Senior Loans the right to keep the upside on their MGM
position, if there is one, without taking risk on the downside.

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

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

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

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

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

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

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

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

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

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

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

                      About Lions Gate

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

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

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

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

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


LN ACQUISITION: SKF AB Deal Won't Affect Moody's 'B2' Rating
------------------------------------------------------------
Moody's Investors Service commented that the B2 corporate family
rating of LN Acquisition Corp., a wholly-owned subsidiary of
Lincoln Holdings Enterprises Inc., remains unchanged following the
announcement that SKF AB (rated A3) has agreed to acquire Lincoln
for $1 billion, which is roughly 2.5x sales.

The last rating action on Lincoln was the June 2, 2010 change in
rating outlook to stable from negative.

Lincoln is a leading manufacturer of automatic lubrication
systems, manual lubrication tools and related equipment, including
grease guns, pumps and hose reels.  Its products are sold in a
broad range of industries, as lubrication systems and tools play a
critical role in maintaining the performance and efficiency of
vehicles and machinery, extending their useful life, eliminating
downtime costs and reducing production losses.  Sales of Lincoln
are roughly $400 million.


MANDOLIN INVESTMENT: To Make Adequate Protection Payments to Metro
------------------------------------------------------------------
The Hon. Thomas J. Catliota signs off on a stipulation and consent
order (1) resolving motion of Metro Funding Corporation to dismiss
the chapter 11 case of Mandolin Investment Group, LLC; and (2)
continuing hearing on objection by Mandolin to Metro Funding's
claim for at least $2,170,878 on account of prepetition loans to
the Debtor.

Metro Funding asserts that the Debtor's obligations are secured by
a first priority lien on a 1.25-acre parcel of real property known
as the Palms Hotel and located in Negril, Jamaica.  Metro Funding
sought dismissal of the Chapter 11 Case, alleging that the Debtor
does not have a reasonable likelihood of rehabilitation or
reorganization and that there has been substantial or continuing
diminution of the Debtor's bankruptcy estate.

The Debtor objected, arguing that it has been actively pursuing
refinancing of its debt to Metro Funding, there is equity in the
Property, and there has been no diminution of the bankruptcy
estate.

Pursuant to the settlement, the Debtor agrees to make installment
payments to Metro Funding between October 15, 2010 and March 1,
2011, as adequate protection of the secured claim.  The parties
will attempt in good faith to resolve the claim.  The Debtor's
failure to make any payment when due will be an Event of Default,
and Metro Funding will be permitted to file with the Court an
affidavit of the default, upon which filing the Debtor consents to
the immediate dismissal of the Bankruptcy Case.  In any subsequent
case filed by the Debtor, the automatic stay will not apply to
Metro Funding and will not prevent Metro Funding from exercising
its rights and remedies with respect to the Property.

A copy of the Stipulation and Consent Order approved by the Court
on October 20, 2010, is available at http://is.gd/gh4W7from
Leagle.com

Metro Funding Corporation is represented by:

          Richard L. Costella, Esq.
          Patricia A. Borenstein, Esq.
          MILES & STOCKBRIDGE P.C.
          10 Light Street
          Baltimore, MD 21202-1487
          Telephone: 410-385-3440 (direct)
                     410-727-6464 (main)
          Facsimile: 410-385-3700
          E-mail: rcostell@milesstockbridge.com
                  pborenstein@milesstockbridge.com

Based in Upper Marlboro, Maryland, Mandolin Investment Group, LLC,
filed for Chapter 11 bankruptcy protection (Bankr. D. Md. Case No.
09-22037) on July 1, 2009.  James A. Vidmar Jr., Esq., at Logan,
Yumkas, Vidmar & Sweeney LLC, in Annapolis, serves as the Debtor's
bankruptcy counsel.  Mandolin estimated $1 million to $10 million
in both assets and debts.


MARKWEST ENERGY: Fitch Assigns 'BB' Rating to $500 Mil. Notes
-------------------------------------------------------------
Fitch Ratings has assigned a 'BB' rating to MarkWest Energy
Partners, L.P.'s $500 million issuance of senior unsecured notes.
The 6.75%, 10-year notes rank pari passu with MarkWest's other
senior unsecured debt and are due Nov. 1, 2020.  The Rating
Outlook is Stable.

Proceeds from the issuance will be used to fund MarkWest's tender
offers for and redemption of its $375 million of senior unsecured
notes due Nov. 1, 2014 (2014 senior notes), to repay credit
facility borrowings, and to provide working capital for general
partnership purposes.

The pending issuance would improve MarkWest's financial
flexibility and liquidity following the retirement of the 2014
senior notes.  Per a covenant in MarkWest's $705 million credit
agreement, the maturity date of the revolver would be accelerated
from July 1, 2015 to May 1, 2014 if the 2014 senior notes were not
refinanced or repaid by that date.

The issuance is expected to close Nov. 2, 2010.

Key rating factors include these concerns:

  -- A significant percentage of non-fee-based cash flows from
     keep-whole and percent-of-proceeds arrangements, although
     management has been able to reduce this amount;

  -- Sensitivity of fee-based revenues to the potential
     curtailment of drilling activities by natural gas producers,
     which could result in a decline in throughput volumes on
     MarkWest's systems;

  -- A proxy hedging strategy that is exposed to the periodic
     breakdown in the correlation between crude oil and natural
     gas liquids prices; and

  -- Environmental concerns regarding hydraulic fracturing in the
     Marcellus Shale.

These concerns are mitigated by these strengths:

  -- An increase in fee-based revenue sources and a layered
     hedging strategy, which have helped decrease cash flow
     volatility and provide greater cash flow predictability;

  -- The company's expanding geographic footprint and scale in its
     core regions, including leading positions in the Marcellus
     and Woodford Shale plays; and

  -- Long-term contracts with key customers.

The ratings also incorporate MarkWest's growth strategy, which is
focused on the prolific natural gas play in the Marcellus Shale.
MarkWest's joint venture (the Liberty JV) with an affiliate of the
Energy & Minerals Group, a private equity fund focused on energy
investments, has given the company exposure to the significant
growth potential in the Marcellus Shale while maintaining its
financial flexibility.  While there are certain attendant risks to
MarkWest's growth strategy, the increasing scale and scope of the
company's midstream operations are expected to improve its
business risk profile and revenue diversity.

Liquidity is supported by MarkWest's $705 million, five-year
secured revolving credit facility, which was put in place
July 1, 2010.  The facility is significantly larger than the
$435.6 million revolving credit facility it replaced and includes
an accordion feature that provides an uncommitted additional
amount of up to $195 million.  Fitch notes that MarkWest came
under some pressure during the economic downturn in early 2009,
including significant usage of its prior revolver.  The company
subsequently took several steps to enhance liquidity and financial
flexibility, including expanding the revolver's capacity and
entering into the Liberty JV.  Fitch considers the current
revolver's size to be adequate to meet MarkWest's liquidity needs.
Long-term debt maturities are manageable, with the pending
retirement of the 2014 senior notes pushing back the next long-
term debt maturity to July 2016, when $275 million of notes comes
due.

Fitch currently rates MarkWest:

  -- Long-term Issuer Default Rating 'BB';
  -- Senior secured revolver 'BB+';
  -- Senior unsecured debt 'BB'.


MARSHALL & ILSLEY: S&P Cuts Counterparty Credit Rating to 'BB+/B'
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its counterparty credit
rating on Marshall & Ilsley Corp. to 'BB+/B' from 'BBB-/A-3'.  At
the same time, S&P lowered its counterparty credit ratings on its
primary banking subsidiary, M&I Marshall & Ilsley Bank, to 'BBB-
/A-3' from 'BBB/A-2'.  The outlooks on their long-term ratings
remain negative.

The rating action largely results from S&P's view that net losses
could persist at M&I over the next several quarters, despite some
signs of improved loan performance, which will further pressure
capitalization levels.  S&P thinks the net reduction in
nonperforming assets in recent quarters largely results from the
high level of net charge-offs and aggressive loan sales activity
?- although S&P views favorably the significant decline in net
inflows of nonaccrual loans.  Furthermore, S&P sees continued
pressure on capital ratios given that S&P expects net losses to
persist.  The rating action also reflects, in part, S&P's review
of the bank's recent financial performance, which has lagged its
expectations and those of certain similarly rated large regional
bank peers, in its assessment.

M&I's operating performance has been very weak in recent quarters,
in S&P's view, and has lagged its expectations.  Specifically, the
company reported a net loss of about $169 million (after preferred
dividends) in third-quarter 2010, hurt by high loan loss
provisions and net charge-offs, notably within its hospitality
loan portfolio.  S&P expects that operating performance is likely
to remain weak throughout 2011 as S&P forecasts additional losses
related to its various loan concentrations and geographic
exposures.  Furthermore, the company fared poorly relative to many
of its peers in S&P's credit stress testing, which is one
component of its analysis.

S&P expects loan performance to remain weak throughout 2011 given
the bank's relatively high commercial real estate and construction
loan exposures.  For example, the ratio of NPAs (which includes
nonaccrual, delinquent, and restructured loans in S&P's
calculation) to customer loans plus other real estate was above 6%
in the third quarter, by its calculation, despite aggressive loan
sales and elevated net charge-offs.  S&P thinks net charge-offs
could remain elevated given the company's strategy of selling
nonperforming loans.  S&P also thinks additional losses are
possible within the construction-and-development loan portfolio,
which although down significantly, still remains large at
approximately 9% of total loans and leases, and includes
significant exposures to still-weak markets such as Arizona and
Florida.

S&P believes that capital is marginally adequate after taking into
consideration the bank's large commercial real estate loan
exposures.  The company's ratios are somewhat below most other
similarly rated large regional bank peers under S&P's risk-
adjusted capital framework.  Moreover, S&P expects further modest
pressure on capital ratios based on its anticipation that net
losses could persist in the near term, though partially offset by
further balance sheet contraction.

S&P views liquidity as satisfactory, aided by the company's strong
retail branch network, which provides a solid base of core
deposits.  S&P also views favorably the large investment
securities portfolio, which contains mostly high-quality U.S.
agency-issued or -guaranteed mortgage-backed securities and
collateralized mortgage obligations, and the significant amount of
cash at the holding company.

The negative outlook reflects S&P's belief that the ratings remain
under pressure, primarily given the company's large commercial
real estate loan exposures," said Standard & Poor's credit analyst
Robert Hansen.

If credit quality or capital ratios deteriorate materially from
current levels, or if operating losses do not moderate, S&P could
lower the rating.  Also, if holding company liquidity weakens
materially, S&P could lower the ratings of the parent company
only.  Alternatively, if financial performance improves, S&P could
return the outlook to stable, which S&P view as less likely given
its expectations that the company's net losses could persist
throughout 2011.


MEMBERS UNITED: Fitch Affirms & Withdraws E Individual Rating
-------------------------------------------------------------
Fitch has affirmed and withdrawn the ratings on Constitution
Corporate Federal Credit Union, Members United Corporate Federal
Credit Union, and Southwest Corporate Federal Credit Union.  With
all three corporate credit unions now operating under
conservatorship and given that the National Credit Union
Administration is implementing its legacy asset plan, which calls
for the ultimate liquidation of the currently conserved charters
of Constitution, Members United, and Southwest, Fitch no longer
considers the ratings of these three entities as relevant to the
agency's coverage and has decided to withdraw the ratings of these
institutions.

As part of its resolution plans, the NCUA will be employing a
'Good Bank/Bad Bank' model.  In the case of Members United and
Southwest, the NCUA plans to charter bridge corporate credit
unions for each institution and transfer the operations, as well
as the 'good' assets and member share deposits into each
respective bridge corporate credit union.  The conserved charters,
which will retain the impaired assets, will become inactive and
placed into an asset management estate where the assets will be
liquidated.  For Constitution, the NCUA is seeking a purchaser to
assume the institution's operations, as well as it 'good' assets
and member share deposits while the conserved charter will retain
the impaired assets.  Following a purchase and assumption
transaction, the conserved charter of Constitution will become
inactive and also transferred to an asset management estate with
its assets being liquidated.

These ratings have been affirmed and withdrawn:

Constitution Corporate Federal Credit Union

  -- Long-term Issuer Default Rating at 'A+';
  -- Short-term IDR at 'F1+';
  -- Short-term debt at 'F1+';
  -- Individual at 'E';
  -- Support at '1';
  -- Support Floor at 'A+.

Members United Corporate Federal Credit Union

  -- Long-term IDR at 'A+';
  -- Short-term IDR at 'F1+'
  -- Short-term debt at 'F1+';
  -- Individual at 'E';
  -- Support at '1';
  -- Support Floor at 'A+'.

Southwest Corporate Federal Credit Union

  -- Long-term IDR at 'A+';
  -- Short-term IDR at 'F1+'
  -- Short-term debt at 'F1+';
  -- Individual at 'E';
  -- Support at '1';
  -- Support Floor at 'A+'.

An 'E' Individual rating means that a bank has very serious
problems, which either requires or is likely to require external
support.


MERUELO MADDUX: Equity Holders Say Debtor's Plan Non-Confirmable
----------------------------------------------------------------
The Official Committee of Equity Holders asks the U.S. Bankruptcy
Court for the Central District of California to reconsider its
oral ruling approving the amended Disclosure Statement explaining
Meruelo Maddux Properties Inc., et al.'s Plan of Reorganization.

The Equity Committee requests that the Court enter an order not
later than November 15, 2010, which is five business days before
the November 22 voting deadline, (i) striking the Voting Condition
from the Debtors' Disclosure Statement and the Debtors'
Plan; and (ii) amending this Court's Disclosure Statement Approval
Order only to the extent necessary to grant the relief.

The members of the Equity Committee needs a reasonable opportunity
to consider the competing plans without the Voting Condition
because the Debtors' Disclosure Statement describes a non-
confirmable plan of reorganization with respect to the Voting
Condition.

The Equity Committee relates that the Debtors' blatant attempt to
strong-arm the Equity Committee members to vote in favor of
the Debtors' Plan directly violates two fundamental principles
under the Bankruptcy Code.  The first principle is that each
member of an impaired accepting class of claim or interests has a
right to vote on a proposed plan.  The second principle is that,
while an official committee has the powers and is a fiduciary for
its constituents, its members retain their rights to act as
individual creditors or equity holders in a bankruptcy case.

The Equity Committee adds that the Debtors improperly seek to
compel the members of the Equity Committee to vote in favor of the
Debtors' Plan by conditioning the rights of the Equity Committee
under the plan based on how the Equity Committee members vote in
their individual capacity.  Specifically, the Debtors' Plan
provides that the Equity Committee will only have the ability to
select three members of the board of Reorganized MMPI (with one
such member being subject to approval by Messrs. Meruelo and
Maddux) in the event that the members of the Equity Committee vote
by majority (both in terms of number of members, and the shares
they hold) in favor of the Debtors' Plan, and indicate their sole
preference for the Debtors' Plan on their respective ballots.

The Equity Holders propose a hearing on the requested
reconsideration on November 10 at 9:30 a.m.

                     Three Competing Plans

Three parties have filed competing plans for Meruelo Maddux:

  (1) The Company.

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

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

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

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

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

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

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

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

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

Charleston and Hartland are represented by:

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

Legendary Investors is represented by:

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

           - and -

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

East West Bank is represented by:

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

           - and -

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

The Creditors Committee is represented by;

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

                       About Meruelo Maddux

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


MERUELO MADDUX: Plan Proponents Have Exclusivity Until Nov. 27
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
extended until November 27, 2010, the time for plan proponents for
Meruelo Maddux Properties Inc. to solicit and obtain acceptances
of their Plan of Reorganization and during which time competing
plans may not be filed by any other party-in-interest.

Aside from the Debtors, two parties have filed proposed Chapter 11
plans for Meruelo Maddux.  The official committee of unsecured
creditors and the official committee of equity security holders
have also been granted authority to file competing plans.

These parties have filed competing plans for Meruelo Maddux:

  (1) The Company.

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

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

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

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

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

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

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

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

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

Charleston and Hartland are represented by:

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

Legendary Investors is represented by:

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

           - and -

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

East West Bank is represented by:

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

           - and -

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

The Creditors Committee is represented by;

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

                       About Meruelo Maddux

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


METRO-GOLDWYN-MAYER: Carl Icahn Offers to Buy MGM's Debt
--------------------------------------------------------
Bankruptcy Law360 reports that Carl Icahn on Thursday offered to
buy Metro-Goldwyn-Mayer Inc.'s debt from the movie studio's senior
secured lenders in exchange for their votes against a proposed
plan of reorganization that would hand over management of MGM to
top executives at Spyglass Entertainment.

Law360 relates the billionaire investor said MGM debt holders
participating in his offer would gain the right to sell him senior
notes at a price of 45 cents on the dollar.

                      About Metro-Goldwyn-Mayer

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

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

As reported by the Troubled Company Reporter on August 12, 2010,
sources told The Wall Street Journal that MGM hopes to file a
"prepackaged" bankruptcy sometime in mid-September, when the
latest waiver on debt payments expires.  J.P. Morgan Chase & Co.,
a major MGM creditor, is working on providing between $150 million
and $200 million in debtor-in-possession financing to steer the
studio through bankruptcy, one of the sources told the Journal.

MGM tried to sell itself in March 2010 but received low bids.  MGM
has hired investment bank Moelis & Company and the law firm
Skadden, Arps, Slate, Meagher & Flom.  In August 2009, it hired
the restructuring expert Stephen F. Cooper to help lead the
company.


MGM RESORTS: Tracinda Cuts Borrowings From BofA to $25-Mil.
-----------------------------------------------------------
Kirk Kerkorian's Tracinda Corporation, which owns 28.1% of MGM
Resorts common stock, said that on October 20, 2010, it rescinded
its previous instructions to Bank of America to terminate
Tracinda's credit agreement BofA, which was scheduled to take
effect on October 22, and instructed BofA to reduce the bank's
commitment under the Credit Agreement to $25,000,000, effective
October 22.  All other terms of the Credit Agreement, including
the Pledge Agreement remain in effect, and the Pledged Collateral
will remain pledged to BofA.

The Troubled Company Reporter said last week Tracinda has
terminated the Credit Facility and, accordingly, all Pledged
Collateral has been released.

The TCR also reported that Tracinda and MGM Resorts on October 18,
2010, sold 27,782,000 shares and 40,900,000 shares of the
Company's Common Stock, respectively, in an underwritten public
offering at a public offering price of $12.65 per share.  Tracinda
received a total of $347,830,640 for its shares, or $12.52 per
share.

Following the transaction, Mr. Kerkorian and Tracinda may be
deemed to own 135,341,044 shares or roughly 28.1% of MGM Resorts
common stock.  Anthony L. Mandekic, Tracinda's secretary and
treasurer, may be deemed to own 43,000 shares.

MGM Resorts did not receive anything from Tracinda's sale.

                         About MGM Resort

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

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

                           *     *     *

As reported by the Troubled Company Reporter on October 18, 2010,
Standard & Poor's Ratings Services revised its rating outlook on
MGM Resorts to stable from developing.  At the same time, S&P
affirmed all of its existing ratings on MGM, including the 'CCC+'
corporate credit rating.

The 'CCC+' corporate credit rating reflects MGM's significant debt
burden, S&P's expectation for meaningful declines in cash flow
generation in 2010, and the company's weak liquidity position.
While MGM maintains a leading presence on the Las Vegas Strip,
2010 will be another challenging year for the Strip, and prospects
for a meaningful rebound in 2011 are uncertain.  The recent
pricing of the primary offering of common stock has bolstered
liquidity; however, the company's ability to weather the current
downturn and continue to service its debt obligations over the
longer term relies on continued progress toward addressing its
challenging debt maturity schedule, as well as a substantial
rebound in cash flow generation.

The TCR also reported that Fitch Ratings revised the Rating
Outlook for MGM Resorts to Positive following the company's equity
issuance.  In addition, Fitch affirmed these ratings: Issuer
Default Rating at 'CCC'; Senior secured notes due 2013, 2014,
2017, and 2020 at 'B+/RR1'; Senior credit facility at 'B-/RR3';
Senior unsecured notes at 'CCC/RR4'; Convertible senior notes due
2015 at 'CCC/RR4'; and Senior subordinated notes at 'C/RR6'.

MGM's 'CCC' IDR continues to reflect a credit profile with
substantial credit risk.  MGM's probability of default still
displays a high sensitivity to an uninterrupted recovery in the
Las Vegas market, significant reliance on a favorable refinancing
and capital markets environment due to its heavy debt maturity
schedule, a highly leveraged balance sheet despite potential debt
reduction from the equity issuance, and a weak near-term free cash
profile.  In addition, MGM's obligation under the CityCenter
completion guarantee continues to escalate, and Fitch believes the
company is currently under-investing in its properties, which will
likely impact asset quality.


MICHAEL HARGETT: Case Summary & 12 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Michael K. Hargett
        252 S. Calle Baja
        Orange, CA 92869

Bankruptcy Case No.: 10-25027

Chapter 11 Petition Date: October 22, 2010

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

Judge: Theodor Albert

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

Estimated Assets: $0 to $50,000

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

A list of the Debtor's 12 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/cacb10-25027.pdf


MICROSEMI CORPORATION: Moody's Assigns 'Ba1' Corp. Family Rating
----------------------------------------------------------------
Moody's Investors Service assigned to Microsemi Corporation a
first-time Corporate Family Rating of Ba1, Probability of Default
Rating of Ba2 and Speculative Grade Liquidity rating of SGL-1.
The rating outlook is stable.  Concurrently, Moody's assigned a
Ba1 rating to Microsemi's proposed credit facilities consisting of
a $375 million 7-year senior secured term loan and $50 million 5-
year senior secured revolver.  Term loan proceeds will be used to
partially finance the proposed acquisition of Actel Corporation
for roughly $595 million, excluding transaction fees and expenses
($430 million net of Actel's closing cash balance).  Actel is a
supplier of low-power, mixed-signal, and radiation-tolerant field
programmable gate arrays serving the military/aerospace,
industrial, communication and consumer markets with annual
revenues of roughly $200 million.  The assigned ratings are
subject to review of final documentation and no material change in
the terms and conditions of the transaction as advised to Moody's.

This is a summary of the rating actions:

* Corporate Family Rating -- Ba1

* Probability of Default Rating -- Ba2

* $50 Million Senior Secured Revolver due 2015 -- Ba1 (LGD-3,
  32%)

* $375 Million Senior Secured Term Loan due 2017 -- Ba1 (LGD-3,
  32%)

* Speculative Grade Liquidity Rating - SGL-1

                        Ratings Rationale

Microsemi's Ba1 CFR reflects the company's strong market position
across its high-performance analog and mixed-signal portfolio,
plus the strength of its high-margin business model and robust
cash flow generation owing to the favorable characteristics of the
analog semiconductor industry that support stronger and more
stable operating performance compared to non-analog and more
commoditized semiconductor peers.  It also recognizes the
company's broad product, geographic, customer and end market
diversification and sticky customer base driven by Microsemi's
differentiated, high-reliability products.  The CFR acknowledges
Microsemi's favorable business mix in which approximately 55% of
pro forma combined revenues are derived from less volatile
aerospace and defense markets (high entry barriers); de-emphasis
on more cyclical consumer electronics and communications markets
(require scale to be competitive); and increasing focus on fast-
growing industrial and medical markets (underpenetrated).

At the same time, the Ba1 CFR is constrained by Microsemi's small
scale compared to its semiconductor peers.  It also considers the
company's exposure to the inherently volatile and cyclical
semiconductor sector and the ongoing challenges to sustain a
pipeline of design wins against strong competitors.  Though
integration risk associated with the Actel purchase is considered
low, the rating factors possible delay in achieving cost
synergies.

The CFR is supported by Moody's expectation that Microsemi will
maintain a highly variable cost structure, good operating expense
discipline through business cycles and generate solid free cash
flow given its high-margin profile and low capital intensity.
Though the Ba1 rating reflects the company's moderate leverage,
Moody's also expect Microsemi to quickly reduce leverage below the
current pro forma level of 2.9x total debt to LTM EBITDA (Moody's
adjusted).  The Ba1 rating incorporates Moody's expectation that
Microsemi will apply a sizable amount of FCF towards debt
reduction over the next 12-18 months, refrain from large stock
purchases and dividend payments, and make small-to-mid-sized
acquisitions to support its growth strategy.

The stable rating outlook reflects the company's exposure to the
relatively more stable aerospace & defense (government supplier)
sectors, focus on long product life-cycle HPA semiconductors,
well-diversified IC portfolio in which Microsemi is the only (or
principal) supplier, and Moody's expectation the company will
continue to move up the value chain by increasing board-level and
system-level IC content in its customers' electronic system
platforms.

The SGL-1 rating recognizes Microsemi's very good liquidity from
internal sources to meet its working capital and capex
requirements over the next twelve months.  This is based on
roughly $80 million of pro forma cash balances (after Actel
closing) and Moody's expectation of $80-$100 million of FCF
generation over the next year.  Moody's expects relatively strong
conversion of EBITDA to FCF owing to the low working capital and
capex needs of Microsemi's 'fab-lite' analog model.  External
liquidity is supported by full access to an undrawn $50 million
revolver (the revolver will be drawn briefly at closing and repaid
shortly thereafter to bridge access to Actel's cash).  Further
supporting Microsemi's overall liquidity is Moody's expectation of
significant headroom for covenant compliance over the next year.

It is unlikely Microsemi's ratings could migrate higher over the
near-to-intermediate term.  However, over the long-term ratings
could experience upward pressure if the company were to continue
to demonstrate good execution of its business model resulting in
revenue and operating margin growth to a higher sustainable range
implying strength in technological leadership, continued migration
up the value chain leading to a favorable shift in product mix and
share gains across key end markets.  Ratings could also move
higher if Microsemi were to demonstrate higher EBITDA, strong FCF
generation, and lower financial leverage and avoid sizable debt-
funded acquisitions.  Elimination of secured debt from the capital
structure could also prompt a ratings upgrade.

Ratings could experience downward pressure if Microsemi
experienced sustained market share erosion, revenue contraction or
ASP pressure as a result of loss of technological leadership, as
well as reduced profitability resulting in adjusted EBITA margins
below 10% on a sustained basis.  A more aggressive use of
financial policies and leverage such that adjusted FCF to debt
declined below 15% or adjusted total debt to EBITDA exceeded 3.5x
for an extended episode could also result in negative ratings
pressure.

Microsemi, headquartered in Irvine, CA, is a global supplier of
high-performance analog and mixed signal integrated circuits as
well as high-reliability discrete semiconductors targeted to the
security/defense, aerospace, enterprise/commercial and
industrial/alternative energy end markets.  Pro forma for the
acquisition of Actel, combined revenues for the twelve months
ended June 27, 2010, were approximately $684 million.


MOMENTIVE PERFORMANCE: Bank Debt Trades at 4% Off
-------------------------------------------------
Participations in a syndicated loan under which Momentive
Performance Materials, Inc., is a borrower traded in the secondary
market at 96.39 cents-on-the-dollar during the week ended Friday,
October 22, 2010, according to data compiled by Loan Pricing Corp.
and reported in The Wall Street Journal.  This represents an
increase of 0.68 percentage points from the previous week, The
Journal relates.  The Company pays 250 basis points above LIBOR to
borrow under the facility.  The bank loan matures on December 5,
2013, and carries Moody's Ba3 rating and Standard & Poor's CCC+
rating.  The loan is one of the biggest gainers and losers among
200 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

                    About Momentive Performance

Momentive Performance Materials, Inc., is a producer of silicones
and silicone derivatives, and is engaged in the development and
manufacture of products derived from quartz and specialty
ceramics.  As of Dec. 31, 2008, the Company had 25 production
sites located worldwide, which allows it to produce the majority
of its products locally in the Americas, Europe and Asia.
Momentive's customers include companies in industries, such as
Procter & Gamble, 3M, Goodyear, Unilever, Saint Gobain, Motorola,
L'Oreal, BASF, The Home Depot and Lowe's.

As of March 30, 2010, Momentive had $3.22 billion in total assets,
$3.79 billion in total liabilities, and a stockholders' deficit of
$565.8 million.

Momentive carries a 'CCC-' corporate credit rating from Standard &
Poor's Ratings Services.


NEWFIELD EXPLORATION: Moody's Raises Corp. Family Rating to 'Ba1'
-----------------------------------------------------------------
Moody's Investors Service upgraded Newfield Exploration Company's
Corporate Family Rating and the Probability of Default Rating to
Ba1 from Ba2.  Moody's also upgraded Newfield's senior
subordinated notes to Ba2 from Ba3.  The rating outlook is stable.

                         Rating Rationale

"The upgrade of Newfield's Corporate Family Rating to Ba1 reflects
the positive trend in leverage and capital efficiency, as well as
the prospects for continuing proved developed reserve growth from
the company's diverse set of properties," according to Stuart
Miller, Moody's Senior Analyst.  Newfield's assets have a good mix
of producing properties, low-risk development locations, and
exploration potential.  Moody's expects finding and development
costs to continue to fall based on the quality of the drilling
locations in Newfield's asset portfolio.

Once known purely as an offshore Gulf of Mexico E&P company,
Newfield has invested heavily to transform itself into an onshore
company with a proved developed reserve life index of
approximately 7 years.  The company is positioned for sustained
organic growth supported by a diverse portfolio of investment
opportunities.  For example, with the current strength of oil
prices versus natural gas prices, Newfield reallocated its 2010
capital budget to focus more on the development of its oil
resources.  By the end of 2011, Moody's expects that over 35% of
Newfield's production will be oil, up from the current level of
30%.  Newfield also has resources in South Texas and Montana that
are in the early stage of assessment.  The company plans to use
the cash flow from its core properties in the Mid-continent and
Rockies to assess the potential of these plays.  Development of
these areas could drive Newfield's future reserve and production
growth.

Over the past few years, Newfield's significant capital
expenditures exceeded cash flow as the company debt financed its
repositioning from offshore to onshore.  However, in 2010 the
company relied on internally generated cash flow to increase
production and reserves, thereby decreasing leverage.  As of June
30, 2010, debt to proved developed reserves declined to $7.18 per
BOE and debt to average daily production dropped to $17,340 per
BOE.  Moody's believe Newfield could continue this positive credit
trend if its focus remains on reserve development and not on the
acquisition of undeveloped reserves.  However, the Ba1 CFR can
accommodate a modest increase in leverage that would result from
strategic or bolt on acquisitions.

Newfield has full availability under its $1.25 billion unsecured
revolving credit facility as of June 30, 2010.  Therefore the
company has plenty of liquidity to finance any near term capital
requirements, especially if Newfield funds its 2010 and 2011
capital expenditures out of internally generated cash flow.

Given the scale of Newfield, a positive rating action would
require leverage below $6 per BOE of proved developed reserves and
debt to average daily production under $17,000 per BOE.  In
addition, three year F&D Costs (all sources) should be no greater
than $13 per BOE, a level that is possible based on the quality of
the company's current inventory of drilling prospects.

A negative rating action is possible if Newfield's leverage rises
materially from current levels due to a large, debt-financed
acquisition of non-producing reserves.  Should debt to average
daily production exceed $20,000 per BOE or debt to proved
developed reserves go over $8 per BOE, a negative action may be
taken unless there is a viable plan to rapidly reduce leverage
below these levels.

Newfield Exploration Company is based in Houston, Texas.


NORD RESOURCES: Receives Aquifer Protection Permit from Arizona
---------------------------------------------------------------
Nord Resources Corporation said that Arizona Department of
Environmental Quality has issued an Aquifer Protection Permit for
the Johnson Camp Mine property.

Since July 2002, the Johnson Camp Mine has been operating under a
Compliance Order issued by the ADEQ.  Under the Compliance Order,
the company was required, among other things, to bring the mine
into compliance with Arizona's aquifer protection laws.  Since
that time the company has worked closely with the ADEQ to insure
all necessary upgrades and improvements to the facility fully
satisfy all ADEQ requirements.  As a result Nord has received an
APP which is effective for the life of the facility including
closure and post-closure periods.

"The successful completion of this process is the result of
several years of effort and investment and we're pleased that we
have been able to fully satisfy all of Arizona's stringent
environmental requirements," said Randy Davenport, Nord's Chief
Executive Officer.  "Further, receipt of the APP clears the way
for the company to begin construction on the new leach pad for the
Johnson Camp Mine.  We are still targeting to have the new pad
operational by the end of the 2011 first quarter, subject to
timely completion of ongoing recapitalization activities."

Nord is continuing to focus on maximizing its cash flow, leaching
ore previously mined, crushed, and placed on its three existing
pads. While it is not mining and crushing new ore, Nord has been
working on developing a comprehensive program to gain a better
understanding of the Johnson Camp Mine's ore body and to optimize
the company's mine plan.  "We are nearing completion of this work,
updating the geologic block model with acid soluble grades,
optimizing mine plans, and completing engineering for the new
leach pad.  We also have initiated extensive metallurgical testing
that includes a dozen 20-foot column leach tests that will provide
a better understanding of copper recoveries and acid consumption,"
Mr. Davenport said.

                       About Nord Resources

Based in Tuczon, Arizona, Nord Resources Corporation
(TSX:NRD/OTCBB:NRDS.OB) -- http://www.nordresources.com/-- is a
copper mining company whose primary asset is the Johnson Camp
Mine, located approximately 65 miles east of Tucson, Arizona.
Nord commenced mining new ore on February 1, 2009.

Nedbank, the Company's senior lender, has declined to extend the
forbearance agreement with respect to the scheduled principal and
interest payment in the approximate amount of $2,150,000 that was
due on March 31, 2010 under the Company's $25,000,000 secured
term-loan credit facility with Nedbank.  Nedbank Capital has also
declined to extend the forbearance agreement regarding the
Company's failure to make the payment of $697,869 due on April 6,
2010 under the Copper Hedge Agreement between the parties.  Both
forbearance agreements expired at midnight on May 13, 2010.

The Company is now in default of its obligations under the Credit
Agreement and the Copper Hedge Agreement with Nedbank.

On June 2, 2010, Nord Resources appointed FTI Consulting to advise
on refinancing structures and strategic alternatives.

The Company's balance sheet at June 30, 2010, showed
$71.34 million in total assets, $54.68 million in total
liabilities, and $16.65 million in stockholders' equity.


NUTTERY FARMS: 9th Cir. Allows Creditor to Sue Shareholders
-----------------------------------------------------------
Ahcom, Ltd., Plaintiff-Appellant, v. Hendrik Smeding; Lettie
Smeding, Defendants-Appellees, case no. 09-16020, poses the
question of whether a creditor of a corporation in bankruptcy has
standing to assert a claim against the corporation's sole
shareholders on an alter ego theory or whether that claim belongs
solely to the corporation's bankruptcy trustee.

Ahcom, a United Kingdom-based corporation, entered into a contract
to buy almonds from Nuttery Farms, Inc., a California corporation.
NFI allegedly failed to deliver the contracted-for almonds.  Ahcom
brought, and prevailed in, an arbitration action against NFI in
the Court of Arbitration of the Waren-Verein der Hamburger Boerse
e.V.  Ahcom then sued in California state court to collect its
arbitration award.  However, it did not sue NFI, which had
petitioned for bankruptcy soon after the arbitration.  Instead,
Ahcom sued NFI's sole owners, defendants-appellees Hendrik and
Lettie Smeding, seeking to pierce NFI's corporate veil.  The
Smedings removed the suit to the Northern District of California.

Ahcom's first amended complaint asserted two substantive claims,
one related to the foreign arbitration award and one related to a
breach of contract.  Ahcom also alleged an alter ego claim whereby
they sought to pierce the corporate veil to hold the Smedings
responsible for NFI's actions.

The Smedings attacked Ahcom's alter ego theory.  They argued that
Ahcom is asserting a claim that harms not just Ahcom but all
creditors and thus this claim is exclusively the property of the
trustee.  The district court agreed and dismissed Ahcom's
complaint without leave to amend.  Ahcom appealed to the U.S.
Court of Appeals for the Ninth Circuit.

Senior Circuit Judge J. Clifford Wallace, writing on behalf of a
three-man panel including Circuit Judges Susan P. Graber and M.
Margaret McKeown, holds that California law does not recognize an
alter ego claim or cause of action that will allow a corporation
and its shareholders to be treated as alter egos for purposes of
all the corporation's debts.  Just because NFI's trustee could not
bring such a claim against the Smedings under California law,
there is no reason why Ahcom's claims against the Smedings cannot
proceed.  The Ninth Circuit reverses and remands for further
proceedings.

A copy of the Ninth Circuit's opinion dated October 21, 2010, is
available at http://is.gd/gh3Aifrom Leagle.com.


PARK AVENUE BANK: Oklahoma Reg. Sues CEO Over Providence Purchase
-----------------------------------------------------------------
David Benoit at Dow Jones Newswires reports that Oklahoma's
insurance regulator sued Charles Antonucci, owner and chief
executive of Park Avenue Bank, and Oppenheimer Holdings Inc. over
an attempt by the executive to save his then-failing firm by
buying Providence Holdings Inc.

In a lawsuit brought last week in Oklahoma state court, Dow Jones
relates, the state's Office of Insurance Commissioner--a receiver
for the now effectively bankrupt insurance company--alleges Park
Avenue and investment bank Oppenheimer knowingly misrepresented
the transaction to the regulators in 2008.

According to the suit, Dow Jones says, Park Avenue and
Mr. Antonucci agreed to buy the assets of Providence Holdings in
October 2008 for $37.5 million.  Mr. Antonucci, who pleaded guilty
to fraud earlier this month, including criminal charges about this
transaction, then changed the name of the assets to Park Avenue
Property & Casualty Insurance Co., the company that is currently
in liquidation proceedings in the court.

Dow Jones states that the suit alleges Providence and Oppenheimer
knew, or should have known, that Mr. Antonucci and his firm
couldn't have financed the purchase and instead were part of a
deal that allowed Mr. Antonucci to use the insurance company's own
assets as the collateral for a loan from Oppenheimer.

A spokesman for Oppenheimer told Dow Jones the company hasn't
received the complaint.  Dow Jones relates the spokesman, in an
emailed statement, said the bank believed it acted "appropriately
at all times and intends to vigorously defend any claims."

The suit, which was filed by law firm Rhodes, Hieronymus for the
insurance regulator, alleges the group misled and misrepresented
facts in paperwork and in hearings about the purchase of the
insurance company, Dow Jones notes.

According to Dow Jones, the suit said the $55 million loan
portfolio that was held by Providence was transferred to
Oppenheimer before the deal closed.  Oppenheimer then gave Park
Avenue a $30 million loan, Dow Jones added.

Dow Jones adds the suit also said that less than 10 months after
the movement of the portfolio, the insurance commissioner moved to
take the now-named Park Avenue Insurance into receivership because
the collateral couldn't count toward the insurance company's
necessary liquidity cushions.

The suit is seeking monetary damages from the defendants,
including the executives of Providence and board members of
Oppenheimer, as the regulator seeks to handle the insurance
company's due payments.  The suit is seeking to recover more than
$102 million in damages, said Insurance Commissioner Kim Holland,
according to Dow Jones Newswires.

Park Avenue Bank was a lender with more than $500 million in
assets that specialized in commercial-real-estate loans.  The bank
failed in March 2010 after piling up more than $27 million in net
losses last year.  The Wall Street Journal, citing filings the
bank made with the Federal Deposit Insurance Corp., reported that
the bank's bad real-estate loans shrank its capital to just
$3.3 million at end of 2009, down 87% from two years earlier.

The bank's four branches were taken over by Valley National Bank.
Park Avenue Bank of New York isn't affiliated with Park Avenue
Bank in Georgia.


PROGRESS BANK OF FLORIDA: Closed; Bay Cities Bank Assumes Deposits
------------------------------------------------------------------
Progress Bank of Florida in Tampa, Fla., was closed on Friday,
October 22, 2010, by the Florida Office of Financial Regulation,
which appointed the Federal Deposit Insurance Corporation as
receiver.  To protect the depositors, the FDIC entered into a
purchase and assumption agreement with Bay Cities Bank of Tampa,
Fla., to assume all of the deposits of Progress Bank of Florida.

The two branches of Progress Bank of Florida will reopen during
normal business hours as branches of Bay Cities Bank.  Depositors
of Progress Bank of Florida will automatically become depositors
of Bay Cities Bank.  Deposits will continue to be insured by the
FDIC, so there is no need for customers to change their banking
relationship in order to retain their deposit insurance coverage
up to the applicable limits.  Customers of Progress Bank of
Florida should continue to use their existing branch until they
receive notice from Bay Cities Bank that it has completed systems
changes to allow other Bay Cities Bank branches to process their
accounts as well.

As of June 30, 2010, Progress Bank of Florida had around
$110.7 million in total assets and $101.3 million in total
deposits.  Bay Cities Bank did not pay the FDIC a premium for the
deposits of Progress Bank of Florida.  In addition to assuming all
of the deposits, Bay Cities Bank agreed to purchase essentially
all of the failed bank's assets.

The FDIC and Bay Cities Bank entered into a loss-share transaction
on $82.6 million of Progress Bank of Florida's assets.  Bay Cities
Bank will share in the losses on the asset pools covered under the
loss-share agreement.  The loss-share transaction is projected to
maximize returns on the assets covered by keeping them in the
private sector.  The transaction also is expected to minimize
disruptions for loan customers.  For more information on loss
share, visit:

  http://www.fdic.gov/bank/individual/failed/lossshare/index.html

Customers who have questions about the transaction can call the
FDIC toll-free at 1-800-830-4705.  Interested parties also can
visit the FDIC's Web site at:

  http://www.fdic.gov/bank/individual/failed/progress_fl.html

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $25.0 million.  Compared to other alternatives, Bay Cities
Bank's acquisition was the least costly resolution for the FDIC's
DIF.  Progress Bank of Florida is the 134th FDIC-insured
institution to fail in the nation this year, and the 27th in
Florida.  The last FDIC-insured institution closed in the state
was First Bank of Jacksonville, Jacksonville, also on October 22.


PURESPECTRUM INC: Posts $2.8 Million Net Loss in June 30 Quarter
----------------------------------------------------------------
PureSpectrum, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $2.8 million on $9,671 of revenue for the
three months ended June 30, 2010, compared with a net loss of
$2.1 million on $0 revenue for the same period of 2009.

Assuming that the average monthly sales volume of its products
during the first six months of 2010 continues for the rest of
2010, The Company estimates that it will require roughly
$4.5 million to fund its operations for the calendar year
2010.

The Company's balance sheet at June 30, 2010, showed $2.4 million
in total assets, $2.5 million in total liabilities, and a
stockholders' deficit of $112,212.

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

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

The Company has incurred net losses from operations of
$5.1 million for the six months ended June 30, 2010.  In addition,
at June 30, 2010, the Company has an accumulated deficit of
$19.3 million and negative working capital of $826,114.

"These factors, among others, raise substantial doubt about the
Company's ability to continue as a going concern."

                     About PureSpectrum Inc.

Savannah, Ga.-based PureSpectrum, Inc. (OTC: PSRU)
-- http://www.purespectrumlighting.com/-- is engaged in the
development, marketing, licensing, and contract manufacturing of
lighting technology for use in residential, commercial, and
industrial applications worldwide.


QUEENS PLAZA: Taps Westerman Ball to Handle Reorganization Case
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York
authorized Queens Plaza Development, LLC, to employ Westerman Ball
Ederer Miller & Sharfstein, LLP, as counsel.

WBEMS is expected to represent the Debtor in the Chapter 11
proceedings.

Thomas A. Draghi, a member of the firm of WBEMS, tells the Court
that the employment of WBEMS' attorneys will be under a general
retainer.

Mr. Draghi assures the Court that WBEMS is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

                   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).  The Debtor disclosed $11,000,022 in
assets and $16,023,777 in liabilities as of the Petition Date.


QUEENS PLAZA: U.S. Trustee Unable to Form Creditors Committee
-------------------------------------------------------------
The Office of the U.S. Trustee for Region 2 notified the U.S.
Bankruptcy Court for the Eastern District of New York that it was
unable to appoint an official committee of unsecured creditors in
the Chapter 11 case of Queens Plaza Development, LLC.

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.


RANCHER ENERGY: Promises Unsecureds a Distribution of $600,000
--------------------------------------------------------------
Rancher Energy Corp., submitted to the U.S. Bankruptcy Court for
the District of Colorado a proposed Plan of Reorganization and an
explanatory Disclosure Statement.

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

According to the Disclosure Statement, the Plan provides for the
priority and secured creditors to be paid in full.  Unsecured
creditors will share in a pot of $600,000.  Certain insider
claimants with convertible notes are given the option of
conversion (all holders in this Class have indicated they will
elect to convert and therefore will not be paid in full).
Shareholders will retain their interests diluted either 5 to 1 or
10 to 1 depending on the resolution of the adversary proceeding
against Gas Rock Capital LLC.

In addition, all common stock will be subject to a reverse split
at a 15 for 1 ratio.  Warrant holders will receive the deemed
value of their warrants in common stock, adjusted for the 15 for 1
reverse split.  All stock options will be adjusted for the reverse
split.

Rancher's long term strategy is to substantially increase
production and reserves in these fields by using water flood and
CO2 enhanced recovery techniques and develop the Niobrara shale
formation.  Rancher will fund its operations from current cash
flow and will focus upon increasing production from existing wells
and non-producing wells.  In addition, BWAB Oil and Gas
Investments, LLC will contribute no less than $12 million to,
among other things, satisfy in full, or in substantial part, any
allowed claim of Gasrock.

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

                      About Rancher Energy

Denver, Colorado-based Rancher Energy Corp. (OTC BB: RNCHQ)
-- http://www.rancherenergy.com/-- is an independent energy
company that explores for and develops produces, and markets oil
and gas in North America.  The Company operates four fields in the
Powder River Basin, Wyoming, which is located in the Rocky
Mountain region of the United States.

The Company was formerly known as Metalex Resources, Inc. and
changed its name to Rancher Energy Corp. in 2006.   Rancher Energy
Corp. was incorporated in the State of Nevada on February 4, 2004.

Rancher Energy filed for Chapter 11 bankruptcy protection on
October 28, 2009 (Bankr. D. Colo. Case No. 09-32943).  Herbert A.
Delap, Esq., who has an office in Denver, Colorado, assists the
Debtor in its restructuring efforts.  In its petition, the Company
estimated assets and debts of between $10 million and $50 million
each.

On May 26, 2010, the Company filed its second motion to extend
exclusive period to file a reorganization plan through August 24,
2010 and the exclusive period to solicit acceptance of a plan
through October 22, 2010.  The motion is currently under
consideration by the Bankruptcy Court.

The Company's balance sheet as of June 30, 2010, showed
$18.37 million in total assets, $15.23 million in total
liabilities, and a stockholders' equity of $3.14 million.


RANCHER ENERGY: Can Use Gas Rock Cash Subject to Plan Filing
------------------------------------------------------------
The Hon. Michael E. Romero of the U.S. Bankruptcy Court for the
District of Colorado authorized Rancher Energy Corp. to use cash
securing its obligation with Gas Rock Capital, LLC.

The Debtor will use the cash collateral to fund its operations
postpetition.

According to Gas Rock, as of the petition date, it held a secured
claim against Rancher, secured by substantially all of Rancher's
assets, in an amount not less than $10,207,000, plus postpetition
interest, expenses, fees, and costs.

Gas Rock's expert, Jeff Roberts, assigned a market value to the
property of $12,500,000.  This valuation provides a $2,293,000
equity cushion, or approximately 22%, to serve as adequate
protection.

As adequate protection for any diminution in value of the lenders'
collateral, the Debtor relates that Gas Rock is adequately
protected by the equity cushion.

The Court also ordered that the Debtor file a plan of
reorganization and accompanying disclosure statement by
November 22, failing which, the Court will set the matter for a
further hearing to determine whether the order must be
reconsidered or other actions as may be appropriate.

                      About Rancher Energy

Denver, Colorado-based Rancher Energy Corp. (OTC BB: RNCHQ)
-- http://www.rancherenergy.com/-- is an independent energy
company that explores for and develops produces, and markets oil
and gas in North America.  The Company operates four fields in the
Powder River Basin, Wyoming, which is located in the Rocky
Mountain region of the United States.

The Company was formerly known as Metalex Resources, Inc. and
changed its name to Rancher Energy Corp. in 2006.   Rancher Energy
Corp. was incorporated in the State of Nevada on February 4, 2004.

Rancher Energy filed for Chapter 11 bankruptcy protection on
October 28, 2009 (Bankr. D. Colo. Case No. 09-32943).  Herbert A.
Delap, Esq., who has an office in Denver, Colorado, assists the
Debtor in its restructuring efforts.  In its petition, the Company
estimated assets and debts of between $10 million and $50 million
each.

On May 26, 2010, the Company filed its second motion to extend
exclusive period to file a reorganization plan through August 24,
2010 and the exclusive period to solicit acceptance of a plan
through October 22, 2010.  The motion is currently under
consideration by the Bankruptcy Court.

The Company's balance sheet as of June 30, 2010, showed
$18.37 million in total assets, $15.23 million in total
liabilities, and a stockholders' equity of $3.14 million.


RANCHER ENERGY: Discloses Terms of Reorganization Plan
------------------------------------------------------
In a regulatory filing Thursday, Rancher Energy Corporation
discloses that on October 15, 2010, it filed with the U.S.
Bankruptcy Court for the District of Colorado its proposed
Debtor's Plan of Reorganization and a proposed Disclosure
Statement explaining its Plan.  The Plan has not been confirmed by
the Court.

Pursuant to the Plan's terms, in exchange for a $12 million
investment, plus a commitment to pay up to $600,000 for allowed
unsecured claims and up to $400,000 for allowed administrative
claims, BWAB Oil & Gas, Investments, LLC, would be issued
12 million shares of a proposed Class A Convertible Preferred
Stock, to be designated by the Company.  The proposed Preferred
Stock would have a $0.0001 par value, a $1.00 liquidation value
and mandatory cumulative dividends at the per annum rate of 12%
compounded annually, payable in cash or shares of common stock at
the option of the holder.

The proposed Preferred Stock would be convertible upon the holders
having received $12.8 million plus the cumulative mandatory
dividends.

The holder of the Proposed Preferred Stock will have the right to
elect 5 of the 8 members of the Company's Board of Directors, as
long as the Proposed Preferred Stock is issued and outstanding.

The Company would give effect to a proposed 15 for 1 reverse split
of the Company's issued and outstanding common stock.  Outstanding
Convertible Promissory Notes would be adjusted for such reverse
split.

The Company would terminate its 2006 Stock Incentive Plan upon
effectiveness of the proposed Plan.

The Company would cancel all of its issued and outstanding
warrants.  Upon cancellation holders of such warrants would
receive 1 share of pre-reverse split common stock for every 25
shares held under warrant.  These shares of common stock are then
subject to the 15 for 1 reverse split discussed above.

$11.8 million of the proposed BWAB investment would be used to pay
the secured debt of GasRock Capital Partners, LLC.

The remaining funds from the proposed BWAB investment, along with
proceeds from a new credit facility to be arranged by BWAB would
be used to pay unsecured creditors, bankruptcy administrative
expenses and to be used for development and working capital by
the Company.

A full-text copy of the proposed Debtor Plan of Reorganization, as
filed with the Bankruptcy Court on October 15, 2010, is available
for free at http://researcharchives.com/t/s?6ce7

                      About Rancher Energy

Denver, Colorado-based Rancher Energy Corp. (OTC BB: RNCHQ)
-- http://www.rancherenergy.com/-- is an independent energy
company that explores for and develops produces, and markets oil
and gas in North America.  The Company operates four fields in the
Powder River Basin, Wyoming, which is located in the Rocky
Mountain region of the United States.

The Company was formerly known as Metalex Resources, Inc. and
changed its name to Rancher Energy Corp. in 2006.   Rancher Energy
Corp. was incorporated in the State of Nevada on February 4, 2004.

Rancher Energy filed for Chapter 11 bankruptcy protection on
October 28, 2009 (Bankr. D. Colo. Case No. 09-32943).  Herbert A.
Delap, Esq., who has an office in Denver, Colorado, assists the
Debtor in its restructuring efforts.  In its petition, the Company
estimated assets and debts of between $10 million and $50 million
each.

The Company's balance sheet as of June 30, 2010, showed
$18.37 million in total assets, $15.23 million in total
liabilities, and a stockholders' equity of $3.14 million.


REALOGY CORP: Bank Debt Trades at 10% Off in Secondary Market
-------------------------------------------------------------
Participations in a syndicated loan under which Realogy Corp. is a
borrower traded in the secondary market at 89.81 cents-on-the-
dollar during the week ended Friday, October 22, 2010, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 0.73 percentage
points from the previous week, The Journal relates.  The Company
pays 300 basis points above LIBOR to borrow under the facility.
The bank loan matures on September 30, 2013, and carries Moody's
B1 rating and Standard & Poor's CCC- rating.  The loan is one of
the biggest gainers and losers among 200 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday.

                      About Realogy Corp.

Realogy Corp. -- http://www.realogy.com/-- a global provider of
real estate and relocation services with a diversified business
model that includes real estate franchising, brokerage, relocation
and title services.  Realogy's world-renowned brands and business
units include Better Homes and Gardens Real Estate, CENTURY 21,
Coldwell Banker, Coldwell Banker Commercial, The Corcoran Group,
ERA, Sotheby's International Realty, NRT LLC, Cartus and Title
Resource Group.  Collectively, Realogy's franchise systems have
around 15,000 offices and 270,000 sales associates doing business
in 92 countries around the world.

Headquartered in Parsippany, N.J., Realogy is owned by affiliates
of Apollo Management, L.P., a leading private equity and capital
markets investor.  Realogy fully supports the principles of the
Fair Housing Act.

The Company's balance sheet at June 30, 2010, showed $8.18 billion
in total assets, $9.13 billion in total liabilities, and a
stockholders' deficit of $951.00 million.

Realogy carries a 'CC' corporate credit rating with a "developing"
outlook from Standard & Poor's.  S&P noted that leverage was high,
at 15x at March 2010, although this was an improvement compared to
20x one year ago.

It has 'Caa2' corporate family and probability of default ratings,
with negative outlook, from Moody's.


RENAISSANT LAFAYETTE: Court Fixes November 12 as Claims Bar Date
----------------------------------------------------------------
The Hon. Pamela Pepper of the U.S. Bankruptcy Court for the
Eastern District of Wisconsin has established November 12, 2010,
as the last day for any individual or entity to file proofs of
claim against Renaissant Lafayette, LLC.

The Debtor is represented by:

     Forrest B. Lammiman, Esq.
     MELTZER, PURTILL & STELLE LLC
     300 S. Wacker Drive, Suite 350
     Chicago, IL 60606-6704
     Tel: (312) 987-9900
     Email: flammiman@mpslaw.com

Oak Brook, Illinois-based Renaissant Lafayette LLC is the owner of
a 280-unit luxury condominium development in Milwaukee named Park
Lafayette.  The project is at the intersection of North Prospect
Avenue and Lafayette Place in Milwaukee.  So far, 39 units were
sold.

The Company filed for Chapter 11 protection on December 23, 2009
(Bankr. E.D. Wis. Case No. 09-38166).  The Company estimated its
assets at $50 million to $100 million and debts at $100 million to
$500 million.


RENAISSANT LAFAYETTE: Can Access DIP Loan Until December 31
-----------------------------------------------------------
The Hon. Pamela Pepper of the U.S. Bankruptcy Court for the
Eastern District of Wisconsin, in a ninth interim order,
authorized Renaissant Lafayette, LLC, to obtain postpetition
secured financing from Amalgamated Bank, the Trustee of Longview
Ultra Construction Loan Investment Fund fka Longview Ultra 1
Construction Loan Investment Fund, and to use cash collateral
until December 31, 2010.

The Debtor would use the money to fund its Chapter 11 case, pay
suppliers and other parties.

As reported in the Troubled Company Reporter on July 23, 2010, the
funds will be granted the same superiority status and other
protections as set forth in the original interim DIP order, which
authorized the Debtor to, among other things, utilize any cash
currently held by it or obtained by it in the normal course of its
business through January 20, 2010, from rental income or
assessments from owners.

As reported in the TCR on March 16, the Debtor related that
Amalgamated Bank consented to the Debtor's continued use of cash
collateral.

In the ninth interim order, the Debtor is authorized to borrow any
additional amounts (plus interest at an annual rate of 12.5%) that
were actually disbursed by the Lender following September 3, 2010,
but before the entry of the ninth interim order.  The Debtor is
authorized to borrow from the Lender an additional aggregate
principal amount sufficient to cover budgeted expenses through
September 3, 2010 (plus interest at an annual rate of 12.5%)
pursuant to the terms of the original interim DIP order.

                    About Renaissant Lafayette

Oak Brook, Illinois-based Renaissant Lafayette LLC is the owner of
a 280-unit luxury condominium development in Milwaukee named Park
Lafayette.  The project is at the intersection of North Prospect
Avenue and Lafayette Place in Milwaukee.  So far, 39 units were
sold.

The Company filed for Chapter 11 bankruptcy protection on December
23, 2009 (Bankr. E.D. Wis. Case No. 09-38166).  Forrest B.
Lammiman, Esq., at Meltzer, Purtill & Stelle LLC, assists the
Debtor in its restructuring effort.  The Company estimated its
assets at $50 million to $100 million and debts at $100 million to
$500 million.


RITE AID: Fitch Affirms Issuer Default Rating at 'B-'
-----------------------------------------------------
Fitch Ratings has affirmed Rite Aid's Issuer Default Rating at
'B-' and these issue ratings:

  -- Secured revolving credit facility and term loans at 'BB-
     /RR1';

  -- First and second lien senior secured notes at 'BB-/RR1';

  -- Guaranteed senior unsecured notes at 'CCC/RR5';

  -- Non-guaranteed senior unsecured notes at 'CC/RR6'.

The Rating Outlook is Stable.

The ratings reflect Rite Aid's significant high leverage and
limited capital for investment and operating statistics that
significantly trail its two major competitors.  The ratings also
reflect Rite Aid's strong market share position as the third
largest U.S. drug retailer and management's concerted efforts to
improve the productivity of its store base and manage liquidity
through working capital reductions and other cost cutting
initiatives.  The Stable Outlook reflects Fitch's expectations of
credit metrics expected to be around current levels over the next
three years and the successful refinancing of its credit facility
and other debt over the last 12 months, pushing out debt
maturities to 2014.

In the near term, anemic pharmacy same-store sales and a decline
in higher margin front-end same-store sales are pressuring gross
margins.  For the latest 12 month period ended Aug. 28, 2010,
total same store sales declined approximately 1.4% with a front
end decline of 1.4% and a pharmacy same store sales decline of
1.2%.  Adjusted FIFO gross margin declined approximately 40 basis
points year over year and EBITDA (adjusted for non-cash and one
time items) declined approximately $90 million to $890 million, in
spite of a $230 million decline in operating expenses during the
period.  Adjusted debt/EBITDAR at 7.5 times and EBITDAR/interest +
rent at 1.2x were largely flat to fiscal year end levels given
modest debt reduction.  Credit metrics over the next three years
are expected to remain relatively stable with some pressure on
EBITDA being offset by modest debt reduction.

With refinancing activity completed for the next four years, Fitch
anticipates management can turn its full focus on improving core
operations.  Rite Aid's operating metrics significantly lag those
of its largest and well capitalized competitors, CVS Caremark and
Walgreen.  The latter two retailers have been able to participate
in the strong industry growth dynamics, with prescription sales
and volume growing at a CAGR of 8% and 3%, respectively over the
last decade, in spite of the recent slowdown.  The other two
retailers have also gained share through strong organic store
growth as well as folding in regional retailers, particularly in
the case of CVS Caremark, in many of Rite Aid's markets.  Share
gains have mainly come from independents that have buckled under
the pressure of declining pharmacy reimbursement rates over the
last two decades.  Rite Aid has been unable to participate in this
growth largely due to capital constraints and the company's
inability to appropriately invest in its stores remains an ongoing
concern.  Fitch views the projected $250 million in capital
spending for fiscal 2011 below levels required to remain
competitive.

If Rite Aid is unable to improve average weekly prescriptions per
store (which has been flat at around 1,150 for the last few years
versus Walgreen at 1,600 and CVS Caremark at 1,700 currently) and
front end same stores sales trends remain negative, EBITDA margins
are likely to remain depressed -- which at 3.5% (excluding non-
cash and merger related expenses) for the LTM period -- is
significantly below its two leading competitors' margins (with
Walgreen's EBITDA margin at 6.9% and CVS retail EBITDA margin at
9.2%).  In spite of the company's segmentation strategy to address
underperforming stores, Fitch does not expect meaningful top line
and EBITDA expansion over the next couple of years given the lack
of capital to execute successfully on its plans.  In addition, the
overall weakness in the macro economic environment that has hurt
front-end sales as well as prescription volume and the continued
pressure on pharmacy reimbursement rates has largely offset the
cost savings realized from its segmentation initiatives and
working capital reductions over the past 12 months.

Rite Aid's liquidity position has improved over the last eight
quarters given reduction in working capital and lower capital
expenditures.  Rite Aid recently amended and extended its
$1.175 billion revolving credit facility due Sept. 30, 2012, with
a new $1.175 billion revolving credit facility due Aug. 19, 2015.
However, the maturity shall be April 18, 2014 in the event that
Rite Aid does not repay, refinance or otherwise extend the
remaining term loans ($1,079 million Tranche 2 Term Loan and
$343 million Tranche 3 Term Loan due June 1, 2014) prior to that
time and meet certain other conditions.  At Aug. 28, 2010, Rite
Aid had no borrowings under its credit facility, with borrowing
capacity of approximately of $1.032 billion, net of outstanding
letters of credit of $143 million.  The senior secured credit
facility requires the company to maintain a minimum fixed charge
coverage ratio only if availability on the revolving credit
facility is less than $150 million.  Rite Aid's fixed charge
coverage ratio was above the minimum required amount at the end of
the last quarter.

Fitch expects free cash flow in the range of $250 million in
fiscal 2011 and modest free cash flow thereafter which could be
used towards debt reduction or increasing capital expenditures.
The next debt maturity is August 2013 when $185 million of 6.875%
unsecured unguaranteed debt comes due, unless Rite Aid is required
to buy back $64 million of 8.5% convertible notes due May 2015
should its shares become delisted.

The issue ratings shown above are derived from the IDR and the
relevant Recovery Rating.  Fitch's recovery analysis assumes a
liquidation value under a distressed scenario of approximately
$6 billion on inventory, receivables, owned real estate and
prescription files.  The $1.175 billion revolving credit facility,
term loans, the $410 million senior secured notes due June 2016
and the $650 million senior secured notes due August 2020 have a
first lien on the company's cash, accounts receivable, investment
property, inventory and scrip lists, and are guaranteed by Rite
Aid's subsidiaries giving them an outstanding recovery (91%-100%).
Rite Aid's senior secured notes have a second lien on the same
collateral as the revolver and term loans and are guaranteed by
Rite Aid's subsidiaries.  These are also expected to have an
outstanding recovery prospects.  Given the amount of secured debt
in the company's capital structure, the unsecured guaranteed notes
are assumed to have below average recovery prospects (11%-30%) and
unsecured notes and convertible bonds are assumed to have poor
recovery prospects (0%-10%) in a distressed scenario.


SAND HILL: Hearing on Exclusivity Extensions Set for November 3
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Texas will
convene a hearing on November 3, 2010, at 1:30 p.m., to consider
Sand Hill Foundation, LLC, et al.'s request to extend exclusivity
period for filing a Chapter 11 plan and disclosure statement.

As reported in the Troubled Company Reporter on September 28, the
Debtors asked the Court to extend their exclusive periods to file
and solicit acceptances for the proposed plans of reorganization
until January 20, 2011, and March 21, respectively.

The Debtors need additional time to resolve certain business
issues to promote their reorganization efforts.  In addition, the
Debtors, through counsel, have been negotiating with creditors to
satisfy pre and post petition debts.  The Debtors are also taking
the necessary steps to appeal the judgment obtained by Bass
Drilling.

                    About Sand Hill Foundation

Center, Texas-based Sand Hill Foundation, LLC, is an oilfield
service and construction company.  The Company filed for
Chapter 11 bankruptcy protection on 10-90209 (Bankr. E.D. Tex.
Case No. 10-90209).  Jeffrey Wells Oppel, Esq., at Oppel, Goldberg
& Saenz P.L.L.C., assists the Debtors in their restructuring
effort.  The Company estimated its assets and debts at $10 million
to $50 million.


SBARRO INC: Bank Debt Trades at 8% Off in Secondary Market
----------------------------------------------------------
Participations in a syndicated loan under which Sbarro, Inc., is a
borrower traded in the secondary market at 91.50 cents-on-the-
dollar during the week ended Friday, October 22, 2010, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents a drop of 0.50 percentage points
from the previous week, The Journal relates.  The Company pays 250
basis points above LIBOR to borrow under the facility, which
matures on January 31, 2014.  The bank loan is not rated by
Moody's while it carries Standard & Poor's CCC-  rating.  The loan
is one of the biggest gainers and losers among 200 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

                       About Sbarro Inc.

Melville, N.Y.-based Sbarro, Inc. -- http://www.sbarro.com/-- is
the world's leading Italian quick service restaurant concept and
the largest shopping mall-focused restaurant concept in the world.
The Company has 1,056 restaurants in 41 countries.

The Company's balance sheet at June 27, 2010, showed $457.52
million in total assets, $33.89 million in total current
liabilities, $7.12 million in deferred rent, $70.64 million in
deferred tax liability, $13.01 million due to former shareholders,
$5.21 million in accrued interest payable, $336.28 million in
long-term debt, and a stockholders' deficit of $10.77 million

                         *     *     *

As reported by the Troubled Company Reporter on August 17, 2010,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Sbarro to 'CCC-' from 'CCC+'.  The outlook is negative.
S&P also lowered the ratings on the company's $21.5 million
revolving facility and $183 million first-lien term loan to 'CCC-'
from 'CCC+'.  The '4' recovery rating on these facilities remains
unchanged.  Concurrently, S&P lowered the rating on the company's
$150 million senior unsecured notes to 'CC' from 'CCC-' and kept
the recovery rating of '6' on this debt issue unchanged.

"The ratings on Sbarro reflect S&P's belief that it might have
difficulties complying with the EBITDA covenant under its bank
facility," said Standard & Poor's credit analyst Mariola Borysiak.
At June 27, 2010, Sbarro had only $1.7 million cushion to its
$40 million EBITDA covenant and this covenant steps up at December
2010 to $43 million.  Sbarro would be out of compliance with this
covenant pro forma for this step-up.

In July 2009, Moody's increased Sbarro's credit ratings to Caa1
from Caa2 on its senior credit facility, affirmed its C rating on
its senior notes and affirmed its Ca corporate rating, which
ratings hold to date.


SCHUTT SPORTS: Cleared to Pay Up to $2M in Executive Bonuses
------------------------------------------------------------
Schutt Sports Inc. obtained court approval to pay up to $2 million
in bonuses to senior executives as incentive for them to push the
football-helmet maker out of bankruptcy protection, Dow Jones' DBR
Small Cap reports.

According to the report, Judge Kevin J. Carey of the U.S.
Bankruptcy Court in Wilmington, Del., cleared Schutt to offer the
bonuses, which are tied to either finding a buyer for the sports-
equipment company or an investor that will allow the business to
reorganize.  The report relates that the executives face a tight
time line to accomplish one of those two tasks, as Schutt must
secure an offer for its assets or obtain an investment commitment
by the middle of next month.

The report notes Schutt said the actions of bonus-eligible
executives will be critical to maximizing recoveries for
creditors.  Those managers have taken "on significantly more
responsibilities than what they would have had in normal
bankruptcy cases," the company said, the report adds.


SENSIVIDA MEDICAL: Posts $652,800 Net Loss in August 31 Quarter
---------------------------------------------------------------
SensiVida Medical Technologies, Inc., filed its quarterly report
on Form 10-Q, reporting a net loss of $652,834 for the three
months ended August 31, 2010, compared with a net loss of $442,753
for the same period ended August 31, 2009.

The Company had no revenues during the three months ending
August 31, 2010, and August 31, 2009.

The Company had a deficiency in working capital as of August 31,
2010, of approximately $2.60 million compared to a deficiency of
approximately $3.36 million at February 28, 2010.

The Company's balance sheet at August 31, 2010, showed
$2.90 million in total assets, $2.88 million in total liabilities,
and stockholders' equity of $16,549.

As reported in the Troubled Company Reporter on June 21, 2010,
Morison Cogen LLP, in Bala Cynwyd, Pa., 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 February 28, 2010.  The independent auditors noted that the
Company has no revenues, incurred significant losses from
operations, has negative working capital and an accumulated
deficit.

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

                http://researcharchives.com/t/s?6ce1

                   About SensiVida Medical

Based in Henrietta, New York, SensiVida Medical Technologies,
Inc. (formerly Mediscience Technology Corp.) focuses on the
automation of analysis and data acquisition for allergy testing,
glucose monitoring, blood coagulation testing, tuberculosis
testing, and cholesterol monitoring.


SHUBH HOTELS: Files for Bankruptcy Protection
---------------------------------------------
Dow Jones' DBR Small Cap reports that the owner of downtown
Detroit's Riverside Hotel, which closed its doors last year, filed
for Chapter 11 bankruptcy protection.

According to the report, Shubh Hotels Detroit LLC reported debts
of $10 million to $50 million and up to $50,000 worth of assets in
its bankruptcy petition, filed with the U.S. Bankruptcy Court in
West Palm Beach, Fla., according to court papers.  The report
relates Susan D. Lasky, the company's bankruptcy lawyer, said in
an interview that the receiver in control of the shuttered hotel
no longer had any operating capital, prompting the bankruptcy.

The report notes that Shubh Hotels Detroit has lined up a
bankruptcy loan from an investor group that Lasky said she expects
to seek court approval of soon.  The report sats Mr. Lasky added
that the loan, the amount of which she declined to reveal, will
allow the hotel to make needed repairs and fund its reopening
under the flag, or brand, of a hotel chain.


SOFTLAYER TECHNOLOGIES: Moody's Lifts Corp. Family Rating to 'B1'
-----------------------------------------------------------------
Moody's Investors Service upgraded SoftLayer Technologies, Inc.'s
Corporate Family Rating to B1 from B2 and Probability of Default
Rating to B2 from B3 due to the expected improvement in the
leverage and liquidity profile of the company following its merger
with ThePlanet.com Internet Services, Inc. (ThePlanet.com).  As
part of the rating action, Moody's assigned a B1 LGD3-30% rating
to the company's senior secured credit facilities, consisting of a
$255 million term loan and a $20 million revolving credit
facility.  SoftLayer intends to use proceeds from the term loan to
fund the cash portion of the acquisition and to repay outstanding
debt at both companies.  Moody's will withdraw the ratings on
SoftLayer's existing term loan upon successful completion of the
pending transaction and refinancing.  The rating outlook is
stable.

This is a list of the rating actions and Moody's ratings:

Issuer: SoftLayer Technologies, Inc.

  -- $20 million Secured Revolving Credit Facility, Assigned B1
     (LGD3 -30%)

  -- $255 million Senior Secured Term Loan, Assigned B1 (LGD3 -
     30%)

  -- Corporate Family Rating, Upgraded to B1 from B2

  -- Probability of Default Rating, Upgraded to B2 from B3

  -- Outlook: Stable

                        Ratings Rationale

SoftLayer's B1 CFR largely reflects the company's modest leverage
following its merger with ThePlanet.com and expected positive
combined free cash flow generation.  Moody's believes that the
addition of ThePlanet.com's revenue and cash flow base, including
the real estate footprint in the combined data center facilities,
should allow SoftLayer to meet its growth objectives through
internally generated cash flows.  Moody's expects the company to
operate under a 3.0x Debt/EBITDA (Moody's adjusted, primarily for
capitalized operating leases) range.  The ratings are also
supported by SoftLayer's strong and consistent growth from
providing hosting and managed services to Internet-centric SMBs
since its inception, and high EBITDA margins that can translate
into positive free cash flow once the company emerges from its
growth phase.

However, the ratings are somewhat prospective, as Moody's remains
concerned about the longer term sustainability of that cash flow
stream (as the potential commoditization of the various data
center services may lead to price competition), challenges
associated with solidifying a defensible competitive position in
the fragmented hosting segment of the data center services
industry, and the company's modest scale and short operating
history.  In Moody's view, as competition evolves, SoftLayer's
lack of customer contracts, currently an anomaly in the data
center services industry, also constrains the rating.  In
addition, ratings are constrained by the upcoming challenge for
the management team to integrate the relatively underperforming
operations of ThePlanet.com.

Moody's expects SoftLayer to have ample liquidity over the next
twelve months, as proforma for the proposed credit facilities the
company will have about $20 million of cash on hand and access to
a $20 million revolving credit facility to backstop potential free
cash flow deficits that may arise if the company expands its plans
to add server capacity in new data centers.  Moody's projects the
combined company to be free cash flow positive for the next four
quarters, as both predecessor entities have already prefunded
facility expansion and systems upgrades in 2010.  However,
SoftLayer's liquidity may eventually face pressure due to the
company's need to continue to invest in new and replacement server
capacity.

The ratings for the debt instruments reflect both the overall
probability of default for SoftLayer, to which Moody's has
assigned a B2 PDR, and a below-average mean family loss given
default assessment of 35% (or an above-average mean family
recovery estimate of 65%), in line with Moody's LGD Methodology
and typical treatment for an all-first-lien senior secured debt
capital structure.  The term loan is secured by a first priority
interest in and lien on substantially all SoftLayer assets.  The
term loan, which comprises the bulk of the company's debt capital
structure, is rated B1 (LGD3-30%), in line with the CFR.  This
rating is one notch lower than the LGD methodology-implied rating
suggested by the modeling template as it falls just over the cusp
of a Ba3 rating on an unadjusted basis.  The rating committee
override more appropriately reflects the perceived collateral
coverage of these debt obligations relative to the overall
waterfall of debt and other non-debt claims, and Moody's
expectation that future incremental financing activity would be
more likely to occur at the already existing senior secured (first
lien) level, thereby raising the future expected loss estimate and
re-positioning the rating more comfortably with the idealized loss
rate range for B1-equivalent obligations.

                         Rating Outlook

The stable outlook reflects Moody's expectation that SoftLayer
will continue to capitalize on strong demand for server capacity
by Internet--centric SMB's over the medium-term and that the
company will manage its growth within available liquidity.

                What Could Change The Rating -- Up

An upgrade is not likely over the near term as the company's small
size constrains the rating, particularly as it navigates the still
early phases of its lifecycle and works on integrating
ThePlanet.com.  However, once the above concerns are better
mitigated, upward rating momentum could develop if SoftLayer
successfully ramps up server utilization in its newly leased
facilities, such that adjusted Debt/EBITDA leverage trends below
2.0x on a sustainable basis and the company generates consistent
positive free cash flow in excess of 10% of adjusted debt.

               What Could Change The Rating -- Down

Negative rating pressure could ensue if the company's liquidity
becomes strained or leverage increases either due to the company's
inability to integrate ThePlanet.com or as it adds new servers
during its expansion, or thereafter, as the company must continue
to replace existing capacity, and if adjusted leverage rises above
3.0x on a sustained basis.

SoftLayer Technologies, Inc., is a US-based provider of dedicated
hosting and managed data center services.  The company's
headquarters are located in Dallas, TX.


SOUTHWEST CORPORATE: Fitch Affirms & Withdraws E Individual Rating
------------------------------------------------------------------
Fitch has affirmed and withdrawn the ratings on Constitution
Corporate Federal Credit Union, Members United Corporate Federal
Credit Union, and Southwest Corporate Federal Credit Union.  With
all three corporate credit unions now operating under
conservatorship and given that the National Credit Union
Administration is implementing its legacy asset plan, which calls
for the ultimate liquidation of the currently conserved charters
of Constitution, Members United, and Southwest, Fitch no longer
considers the ratings of these three entities as relevant to the
agency's coverage and has decided to withdraw the ratings of these
institutions.

As part of its resolution plans, the NCUA will be employing a
'Good Bank/Bad Bank' model.  In the case of Members United and
Southwest, the NCUA plans to charter bridge corporate credit
unions for each institution and transfer the operations, as well
as the 'good' assets and member share deposits into each
respective bridge corporate credit union.  The conserved charters,
which will retain the impaired assets, will become inactive and
placed into an asset management estate where the assets will be
liquidated.  For Constitution, the NCUA is seeking a purchaser to
assume the institution's operations, as well as it 'good' assets
and member share deposits while the conserved charter will retain
the impaired assets.  Following a purchase and assumption
transaction, the conserved charter of Constitution will become
inactive and also transferred to an asset management estate with
its assets being liquidated.

These ratings have been affirmed and withdrawn:

Constitution Corporate Federal Credit Union

  -- Long-term Issuer Default Rating at 'A+';
  -- Short-term IDR at 'F1+';
  -- Short-term debt at 'F1+';
  -- Individual at 'E';
  -- Support at '1';
  -- Support Floor at 'A+.

Members United Corporate Federal Credit Union

  -- Long-term IDR at 'A+';
  -- Short-term IDR at 'F1+'
  -- Short-term debt at 'F1+';
  -- Individual at 'E';
  -- Support at '1';
  -- Support Floor at 'A+'.

Southwest Corporate Federal Credit Union

  -- Long-term IDR at 'A+';
  -- Short-term IDR at 'F1+'
  -- Short-term debt at 'F1+';
  -- Individual at 'E';
  -- Support at '1';
  -- Support Floor at 'A+'.

An 'E' Individual rating means that a bank has very serious
problems, which either requires or is likely to require external
support.


SPIRIT CREEK: Cash Collateral Hearing Set for October 26
--------------------------------------------------------
The Hon. Susan D. Barrett of the U.S. Bankruptcy Court for the
Southern District of Georgia will convene a hearing on October 26,
2010, at 10:00 a.m., to consider Spirit Creek Development Inc.'s
continued access to cash securing obligation to Capital City Bank
and Trust Company.

As reported in the Troubled Company Reporter on July 30, the
Debtor owed Capital City is approximately $5,600,00 which was
secured by the assets of the Debtor with an appraisal value of
$17,300,000.

The Debtor will use the rents to pay its operating expenses
including maintenance, utility expenses, taxes and insurance.

The Debtor added that Capital City is an oversecured creditor.

                About Spirit Creek Development Inc.

Augusta, Georgia-based Spirit Creek Development, Inc., is engaged
in the development of multi-use housing and assisted living
properties and rental of residential housing.

The Company filed for Chapter 11 bankruptcy protection on June 16,
2010 (Bankr. S.D. Ga. Case No. 10-11400).  James T. Wilson, Jr.,
Esq., who has an office in Augusta, Georgia, assists the Debtor in
its restructuring effort.  The Debtor disclosed $17,362,640 in
assets and $6,290,416 in liabilities as of the Petition Date.


SPIRIT FINANCE: Bank Debt Trades at 12% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Spirit Finance
Corp. is a borrower traded in the secondary market at 88.25 cents-
on-the-dollar during the week ended Friday, October 22, 2010,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 0.75
percentage points from the previous week, The Journal relates.
The Company pays 300 basis points above LIBOR to borrow under the
facility.  The bank loan matures on May 23, 2013, and carries
Moody's Ca rating and Standard & Poor's D rating.  The loan is one
of the biggest gainers and losers among 200 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

The Troubled Company Reporter stated on March 5, 2010, that
Standard & Poor's lowered its corporate credit rating on Spirit
Finance Corp. to 'CC' from 'CCC'.  At the same time, S&P lowered
its rating on the company's $850 million secured term loan to 'CC'
from 'CCC-'.  S&P's recovery rating on the term loan remains
unchanged at '5'.  The outlook remains negative.  "The downgrades
reflect the company's bid to repurchase a portion of its term loan
at a discount," said credit analyst Elizabeth Campbell.  "If the
company is successful, S&P will view this action as tantamount to
default."

Spirit Finance Corp., headquartered in Phoenix, Arizona, is a REIT
that acquires single-tenant, operationally essential real estate
throughout United States to be leased on a long-term, triple-net
basis to retail, distribution and service-oriented companies.


STAR GAS: Moody's Upgrades Corporate Family Rating to 'B1'
----------------------------------------------------------
Moody's Investors Service upgraded Star Gas Partners, L.P.'s
Corporate Family Rating to B1 from B2.  Moody's also upgraded the
senior notes due 2013 to B2 from B3 and assigned a Speculative
Grade Liquidity rating of SGL-2.  The outlook is stable.

                         Ratings Rationale

"The upgrade reflects Star Gas' demonstrated track record of
conservative financial policies," said Pete Speer, Moody's Vice-
President.  "Moody's expects Star Gas to continue to maintain low
leverage and high distribution coverage relative to its peers to
compensate for its smaller size and scale."

Star Gas has generated significant free cash flow over the past
three years and prudently deployed these funds in making
acquisitions, repaying debt, and repurchasing common units, while
modestly increasing distributions.  The partnership has
repurchased $90.3 million par value of its senior unsecured notes
since the beginning of fiscal 2009, lowering its adjusted debt
burden by approximately 26%.  The resultant improved leverage has
enhanced financial flexibility, which is supportive of the rating
given the inherent volatility and seasonality of the underlying
fuel oil distribution business.

The partnership has also remained very active on the acquisition
front to offset volume declines and achieve its growth objectives.
"Moody's expects the opportunistic acquisitions to continue given
the secular trend of declining volumes and the fragmented nature
of the fuel oil industry," said Speer.

Moody's expects Star Gas to be measured with distribution
increases and ensure that these remain comfortably covered from
cash flow in excess of maintenance capital and acquisition
expenditures necessary to sustain sales volumes.  The partnership
has some room for modest increases in long-term debt levels and
further unit repurchases, however Moody's expects management to
continue to target lower leverage metrics and higher distribution
coverage than most of its propane and other similarly rated MLP
peers.

A significant change in financial policies or a large acquisition
without meaningful equity funding could result in a negative
outlook or ratings downgrade.  More specifically, a sustained
increase in leverage (Debt/EBITDA) above 2.5x could pressure the
ratings.  A positive rating action is unlikely in the medium term
given Star Gas' current size and business risk profile.

Star Gas' SGL-2 rating reflects good liquidity in fiscal 2011.
Funds from operations should cover cash interest and planned
distributions and capital expenditures and leave room for a
sustaining level of tuck-in acquisitions.  At June 30, 2010, the
partnership had cash balances of $44 million and $113 million
available under its asset based revolving credit facility.  The
credit facility is subject to a borrowing base calculation and has
covenants that only become operative if availability falls below
$43.5 million, as defined in the agreement.

The B2 senior notes rating reflects both the overall probability
of default of Star Gas, to which Moody's assigns a PDR of B1
(raised from B2), and a loss given default of LGD 5 (75%).  The
notes are unsecured and have no subsidiary guarantees and
therefore are structurally subordinated to all debt, including
trade claims, of its operating subsidiaries.  The revolving credit
facility is secured by substantially all of the assets of the
partnership and its subsidiaries.  Due to the size of the facility
relative to the senior notes outstanding, the notes would be
double notched under the B1 CFR under Moody's Loss Given Default
methodology.  However, Moody's have decided to rate the senior
notes B2, or one notch beneath the B1 CFR since the facility has
only been utilized in recent years for working capital funding and
has been undrawn outside of the heating season.  If Star Gas were
to utilize the facility for long-term borrowings, including the
funding of acquisitions, then the notes could be downgraded to B3.

Star Gas Partners, L.P., a publicly traded MLP based in Stamford,
CT, distributes home heating oil and provides related services
primarily to residential customers in the New England and Mid-
Atlantic regions of the United States.


SUNCAL COMPANIES: Hearing on Lehman Plan Outline Set for Nov. 5
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
will convene a hearing on November 5, 2010, at 10:00 a.m., to
consider adequacy of Disclosure Statement explaining the Plan of
Reorganization proposed by Steven M. Speier, the Chapter 11
Trustee and Lehman Commercial Paper, Inc., et al.

The Court previously denied SunCal Management, LLC's motion to
suspend all matters and proceedings filed or being pursued by the
Lehman Entities until all matters and proceedings and until all
allegedly applicable Lehman Entities' automatic stays in the
SunCal Debtors' cases are lifted due to insufficient exigent
circumstances.

The Lehman Entities and the trustee will begin soliciting votes on
the Plan following approval of the adequacy of the information in
the Disclosure Statement.

According to the Disclosure Statement, under the Plan, the Lehman
VD Lenders have agreed to provide the Lehman Plan Funding, being
the Lehman Post-Confirmation Expense Funding and the Lehman
Creditor Distribution Funding.  For the Lehman Creditor
Distribution Funding, the Lehman VD Lenders have agreed under the
Joint VD Plan to fund, through permitting use of cash collateral
or through new transfers of cash or through other arrangements,
the distributions for these (i) Allowed Secured Real Property Tax
Claims (Class 1), (ii) Allowed Administrative Claims, (iii)
Allowed Priority Tax Claims, (iv) Allowed Priority Claims (Class
5), (v) Allowed Sr. Secured Mechanic's Lien Claims (Class 3), (vi)
Allowed Other Secured Claims (Class 4), (vii) the Lehman
Guaranteed Minimum Distribution, (viii) the Lehman Distribution
Enhancement for Holders of Allowed General Unsecured Claims in
Classes 8 and 9 and Allowed Reliance Claims in Classes 6 and 7,
and (ix) Allowed General Unsecured Claims in Class 10.

The Lehman VD Lenders also have agreed under the Joint VD Plan to
arrange for the applicable Lehman Nominees to cooperate in the
performance of Future Work that is the subject of an Allowed
Settling Bond Issuer-Backed Future Work Claim and to reimburse the
applicable Settling Bond Issuer the agreed amount for the Settling
Bond Issuer-Incurred Future Work Obligations arising under any
Future Work Bond.

Under the Plan, the Lehman Nominees are to perform these functions
and their performance is a risk of the Plan: (a) to cooperate in
the performance of Future Work that is the subject of an Allowed
Settling Bond Issuer-Backed Future Work Claim and to reimburse the
agreed upon amount to the applicable Settling Bond Issuer for the
Settling Bond Issuer-Incurred Future Work Obligations arising
under any Future Work Bond; and (b) as owners of the Plan
Projects, to pay the Allowed Secured Real Property Tax Claims.

Pursuant to the Plan, Class 8 Allowed General Unsecured Claims
against Group I Debtors will receive a guaranteed cash
distribution equal to the lesser of: (a) 5% of the Allowed Claim
against the applicable Group I Debtor; and (b) an on proportion
distribution with holders of allowed claims in Class 6 of
$_________ less the calculating claims against the Group I
Debtors.  Creditors will also receive a pro rata share of any
Residual Cash, if any.

Class 9 Allowed General Unsecured Claims against Group II Debtors
will receive a guaranteed cash distribution equal to the lesser
of: (a) 5% of the allowed claim against the applicable Group II
Debtor; and (b) an on proportion distribution with holders of
allowed claims in Class 7 of $_________ less the Calculating
Claims against the Group II Debtors and Group III Debtors.

Class 10 Allowed General Unsecured Claims against Group III
Debtors will receive a cash distribution equal to 100% of each
Claim plus postpetition interest at the Federal Judgment Rate
applicable on the applicable Petition Date unless the Allowed
Class 10 Claims exceed the Project Value less the Allowed Senior
Claims against the applicable Group III Debtor.  In the event,
each holder is to receive, instead, a Pro Rata distribution of:
(1) any positive sum resulting from subtracting the allowed senior
claims against the applicable Group III Debtor from the project
value for the applicable Group III Debtor's Plan Project; and
(2) residual cash, if any, of the estate of the applicable Group
III Debtor; provided that pro rata distribution will not be less
than 1% of each allowed claim.

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

                      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.


SUNSET VILLAGE: Section 341(a) Meeting Scheduled for Nov. 15
------------------------------------------------------------
The U.S. Trustee for Region 11 will convene a meeting of Sunset
Village Limited Partnership's creditors on November 15, 2010, at
1:30 p.m.  The meeting will be held at 219 South Dearborn, Office
of the U.S. Trustee, 8th Floor, Room 802, Chicago, Illinois 60604.

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

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Chicago, Illinois-based Sunset Village Limited Partnership is a
limited partnership that owns a manufactured home community,
consisting of approximately 404 sites, situated on approximately
30.0 acres located at 2450 Waukegan Road, Glenview, Illinois.  It
filed for Chapter 11 bankruptcy protection on October 13, 2010
(Bankr. N.D. Ill. Case No. 10-45772).  Eugene Crane, Esq., at
Crane Heyman Simon Welch & Clar, assists Sunset Village in its
restructuring effort.  Sunset Village estimated its assets and
debts at $10 million to $50 million.


SUNSET VILLAGE: Taps Crane Heyman as Bankruptcy Counsel
-------------------------------------------------------
Sunset Village Limited Partnership asks for authorization from the
U.S. Bankruptcy Court for the Northern District of Illinois to
employ Crane, Heyman, Simon, Welch & Clar as bankruptcy counsel.

CHSWC will:

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

     b. provide the Debtor with legal advice with respect to their
        rights and duties involving its property as well as its
        reorganization efforts herein;

     c. appear in court and to litigate whenever necessary; and

     d. perform any and all other legal services that may be
        required from time to time in the ordinary course of the
        Debtor's business during the administration of this
        bankruptcy case.

Prior to the filing of the Debtor's Chapter 11 case, CHSWC was
paid $50,000 as an advance payment retainer for its representation
of the Debtor in its bankruptcy case and matters relating thereto

Eugene Crane, Esq., a partner at CHSW&C, assures the Court that
the firm is "disinterested" as that term is defined in Section
101(14) of the Bankruptcy Code.

Chicago, Illinois-based Sunset Village Limited Partnership is a
limited partnership that owns a manufactured home community,
consisting of approximately 404 sites, situated on approximately
30.0 acres located at 2450 Waukegan Road, Glenview, Illinois.  It
filed for Chapter 11 bankruptcy protection on October 13, 2010
(Bankr. N.D. Ill. Case No. 10-45772).  Sunset Village estimated
its assets and debts at $10 million to $50 million.


SUNSET VILLAGE: Taps Wolin Kelter as Special Real Estate Counsel
----------------------------------------------------------------
Sunset Village Limited Partnership asks for authorization from the
U.S. Bankruptcy Court for the Northern District of Illinois to
employ Wolin, Kelter & Rosen, Ltd., as special real estate
counsel.

Wolin Kelter will represent the Debtor in all real estate real
related matters and compliance matters.

Wolin Kelter will be paid based on the hourly rates of its
personnel:

         Attorney                          $385-$300
         Legal Assistants                  $200-$150
         Harold Rosen                        $365

Harol Rosen, Esq., a principal at Wolin Kelter, assures the Court
that the firm is "disinterested" as that term is defined in
Section 101(14) of the Bankruptcy Code.

Chicago, Illinois-based Sunset Village Limited Partnership is a
limited partnership that owns a manufactured home community,
consisting of 404 sites, situated on 30.0 acres located at 2450
Waukegan Road, Glenview, Illinois.  It filed for Chapter 11
bankruptcy protection on October 13, 2010 (Bankr. N.D. Ill. Case
No. 10-45772).  Eugene Crane, Esq., at Crane Heyman Simon Welch &
Clar, serves as bankruptcy counsel to the Debtor. Sunset Village
estimated its assets and debts at
$10 million to $50 million.


SUNSET VILLAGE: Wants to Use Jefferson-Pilot's Cash Collateral
--------------------------------------------------------------
Sunset Village Limited Partnership seeks authority from the U.S.
Bankruptcy Court for the Northern District of Illinois to use the
cash collateral of Jefferson-Pilot Investments, Inc., until
November 6, 2010.

The Debtor's manufactured home community in Glenview, Illinois, is
subject to a purported mortgage in favor of Lender purportedly
securing a claim in the purported approximate amount of
$26,000,000.  Pursuant to Lender's loan documents, the Lender
declared a monetary default.

Eugene Crane, Esq., at Crane, Heyman, Simon, Welch & Clar,
explains that the Debtor needs the money to fund its Chapter 11
case, pay suppliers and other parties.  The Debtors will use the
collateral pursuant to a budget, a copy of which is available for
free at http://bankrupt.com/misc/SUNSET_VILLAGE_budget.pdf

In exchange for using the cash collateral, the Debtor proposes to:

     a. permit the Lender to inspect, upon reasonable notice,
        within reasonable hours, the Debtor's books and records;

     b. maintain and pay premiums for insurance to cover all of
        its assets from fire, theft and water damage;

     c. upon reasonable request, make available to the Lender
        evidence of that which purportedly constitutes its
        collateral or proceeds; and

     d. properly maintain the Property in good repair and properly
        manage the Debtor's property.

Further cash flow budgets, if necessary, will be submitted to the
Court.

Chicago, Illinois-based Sunset Village Limited Partnership is a
limited partnership that owns a manufactured home community,
consisting of 404 sites, situated on 30.0 acres located at 2450
Waukegan Road, Glenview, Illinois.  It filed for Chapter 11
bankruptcy protection on October 13, 2010 (Bankr. N.D. Ill. Case
No. 10-45772).  Eugene Crane, Esq., at Crane Heyman Simon Welch &
Clar, serves as bankruptcy counsel to the Debtor. Sunset Village
estimated its assets and debts at $10 million to $50 million.


TAYLOR BEAN: DOJ Fights to Keep GPS Anklet on Former Chairman
-------------------------------------------------------------
Bankruptcy Law360 that the life sentence that would await former
Taylor Bean & Whitaker Mortgage Corp. Chairman Lee Bentley Farkas
if convicted in a nearly $2 billion fraud scheme is sufficient
evidence that he's a flight risk and should continue to be
monitored by a GPS anklet, government prosecutors have said.

According to Law360, Mr. Farkas' flight risk is heightened by the
fact that he under-reported his wealth to pretrial service
investigators to the tune of at least one house and 10 cars.

                          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.


THE GORDON BANK: Closed; Morris Bank Assumes All Deposits
---------------------------------------------------------
The Gordon Bank of Gordon, Ga., was closed on Friday, October 22,
2010, by the Georgia Department of Banking and Finance, which
appointed the Federal Deposit Insurance Corporation as receiver.
To protect the depositors, the FDIC entered into a purchase and
assumption agreement with Morris Bank of Dublin, Ga., to assume
all of the deposits of The Gordon Bank.

The sole branch of The Gordon Bank will reopen during normal
banking hours as a branch of Morris Bank.  Depositors of The
Gordon Bank will automatically become depositors of Morris Bank.
Deposits will continue to be insured by the FDIC, so there is no
need for customers to change their banking relationship in order
to retain their deposit insurance coverage up to the applicable
limits.  Customers of The Gordon Bank should continue to use their
existing branch until they receive notice from Morris Bank that it
has completed systems changes to allow other Morris Bank branches
to process their accounts as well.

As of June 30, 2010, The Gordon Bank had around $29.4 million in
total assets and $26.7 million in total deposits.  Morris Bank
paid the FDIC a premium of 0.05 percent for the deposits of The
Gordon Bank.  In addition, Morris Bank will purchase around
$11.5 million of The Gordon Bank's assets, consisting of cash and
cash equivalents.  The FDIC will retain the remaining assets for
later disposition.

Customers who have questions about the transaction can call the
FDIC toll-free at 1-800-830-4725.  Interested parties also can
visit the FDIC's Web site at:

      http://www.fdic.gov/bank/individual/failed/gordon.html

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $9.0 million.  Compared to other alternatives, Morris
Bank's acquisition was the least costly resolution for the FDIC's
DIF.  The Gordon Bank is the 135th FDIC-insured institution to
fail in the nation this year, and the 15th in Georgia.  The last
FDIC-insured institution closed in the state was The Peoples Bank,
Winder, on September 17, 2010


TOLL BROTHERS: Announces New $885 Million Bank Credit Facility
--------------------------------------------------------------
Toll Brothers, Inc., had finalized a new four-year $885 million
bank credit facility.  The unsecured facility, which closed on
October 22, 2010, and matures in October 2014, replaces the
Company's existing $1.89 billion revolving credit facility, which
was scheduled to mature in March 2011.  In conjunction with the
replacement of the maturing facility, the Company repaid with cash
a $331.7 million term loan that was part of that facility.  The
new credit facility has an accordion feature under which it can
increase to a maximum of $2.0 billion, subject to certain
conditions set forth in the Credit Agreement and the availability
of additional bank commitments.

Douglas C. Yearley, Jr., the Company's chief executive officer,
stated, "We are pleased to welcome into our new bank group a wide
variety of U.S. and international lenders, some of whom have been
with us for many years and some who are joining for the first
time.  This facility, which assures us access to significant long-
term bank capital, will help position us to take advantage of
current and future opportunities as we look to grow the Company."

Martin P. Connor, the Company's chief financial officer, stated,
"This is the first new unsecured credit facility completed by a
publicly-traded home building company since the financial crisis
of 2008.  As such, we believe this transaction is recognition by
the banking community of the prudent manner in which we have
navigated these difficult economic times, and, more importantly,
is a strong vote of confidence in our future."

Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and
RBS Securities Inc. acted as Joint Lead Arrangers and Joint
Bookrunners for the new facility with Citibank, N.A., as
Administrative Agent; Deutsche Bank Securities Inc. and The Royal
Bank Of Scotland PLC as Syndication Agents; Suntrust Bank and PNC
Bank, National Association as Documentation Agents; Capital One,
N.A., Bank of Montreal, Sumitomo Mitsui Banking Corporation, Wells
Fargo Bank, N.A., Comerica Bank, U.S. Bank, N.A., and California
Bank & Trust as Lenders.

Toll Brothers, Inc., builds luxury single-family detached and
attached home communities, master planned luxury residential
resort-style golf communities and urban low-, mid- and high-rise
communities, principally on land it develops and improves.  The
Company operates its own architectural, engineering, mortgage,
title, land development and land sale, golf course development and
management, home security and landscape subsidiaries.  The Company
also operates its own lumber distribution, and house component
assembly and manufacturing operations.  The Company serves move-
up, empty-nester, active-adult and second-home home buyers and
operates in 20 states: Arizona, California, Colorado, Connecticut,
Delaware, Florida, Georgia, Illinois, Maryland, Massachusetts,
Michigan, Minnesota, Nevada, New Jersey, New York, North Carolina,
Pennsylvania, South Carolina, Texas and Virginia.

According to the Bloomberg terminal, Moody's assigned Ba1 long-
term corporate family and senior unsecured debt ratings on Toll
Brothers in 2008.  Fitch also assigned a BB+ subordinated Debt
rating on Toll Brothers in 2008.


TOM'S FOODS: Estate Has Avoidance Claims Against McDermott
----------------------------------------------------------
The Hon. James D. Walker, Jr., rules that the bankruptcy estate of
Tom's Foods Inc. has avoidance claims against its pre-bankruptcy
lawyers, McDermott Will & Emery LLP.

Eugene Davis, the responsible officer for the Debtor's bankruptcy
estate, filed a complaint against McDermott on April 5, 2007, to
recover as preferences or fraudulent conveyances $882,759.59 in
transfers the Debtor made to the law firm within one year before
the petition date.

McDermott filed a motion for summary judgment, arguing it is
entitled to judgment as a matter of law because (1) the
Responsible Officer relinquished its right to bring the suit as
part of a settlement agreement in a different adversary proceeding
in the bankruptcy case; (2) the transfers at issue are not
preferences because (a) McDermott is not an insider of the Debtor
and most of the payments were made outside the 90-day reachback
period; and (b) the transfers were advance payment retainers
rather than transfers on account of antecedent debt; and (3) the
transfers at issue are not fraudulent conveyances because
McDermott provided reasonably equivalent value in the way of legal
services in exchange for the money.

The Responsible Officer contended that multiple facts material to
the case are in dispute.

The Court agrees with the Responsible Officer and will deny
McDermott's motion for summary judgment due to the existence of
factual disputes.  "The Court has found genuine disputes of fact
material to both the preference and fraudulent conveyance claims.
In addition, the Court has found genuine disputes of fact material
to interpretation of the settlement agreement in the Heisley
Adversary and its release provision," Judge Walker rules.

The case is Eugene I. Davis, Responsible Officer for the
bankruptcy estate of Tom's Foods, v. McDermott Will & Emery LLP,
Adv. Pro. No. 07-4012 (Bankr. M.D. Ga.), and a copy of Judge
Walker's Memorandum Opinion dated October 20, 2010, is available
at http://is.gd/gh62Efrom Leagle.com.

The Responsible Officer is represented by:

          J. Robert Williamson, Esq.
          John T. Sanders, Esq.
          SCROGGINS & WILLIAMSON, P.C.
          1500 Candler Building
          127 Peachtree Street, N.E.
          Atlanta, GA 30303
          Telephone: (888) 895-7129 (Toll Free)
                     (404) 893-3880
          Facsimile: (404) 893-3886
          E-mail: rwilliamson@swlawfirm.com
                  jsanders@swlawfirm.com

McDermott is represented by:

          Barbara Ellis-Monro, Esq.
          ELLENBERG OGIER ROTHSCHILD & ROSENFELD, P.C.
          170 Mitchell Street, S.W.
          Atlanta, GA 30303
          Telephone: 404-525-4000
          Facsimile: 404-526-8855
          E-mail: bem@eorrlaw.com

Headquartered in Columbus, Georgia, Tom's Foods Inc. manufactures
and distributes snack foods.  Its product categories include
chips, sandwich crackers, baked goods, nuts, and candies.  The
Company filed for chapter 11 bankruptcy protection (Bankr. M.D.
Ga. Case No. 05-40683) on April 6, 2005.  When the Debtor filed
for protection from its creditors, it listed total assets of
$93,100,000 and total debts of $79,091,000.


TRIBUNE CO: Bank Debt Trades at 34% Off in Secondary Market
-----------------------------------------------------------
Participations in a syndicated loan under which Tribune Co. is a
borrower traded in the secondary market at 66.34 cents-on-the-
dollar during the week ended Friday, October 22, 2010, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents a drop of 1.06 percentage points
from the previous week, The Journal relates.  The Company pays 300
basis points above LIBOR to borrow under the facility, which
matures on May 17, 2014.  Moody's has withdrawn its rating while
Standard & Poor's does not rate the bank debt.  The loan is one of
the biggest gainers and losers among 200 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austion LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North Americal LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of December 8, 2008, the Debtors have $7,604,195,000 in total
assets and $12,972,541,148 in total debts.

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


TRIBUNE CO: Creditors Are Pursuing Wrong Bank, Merrill Says
-----------------------------------------------------------
Merrill Lynch & Co. Inc. said Tribune Co. creditors should not be
allowed to pursue fees and interest related to a $1.6 billion
bridge facility issued to Tribune because the investment bank has
not been the administrative agent on the loan since April,
Bankruptcy Law360 reports.

                          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)


TRONOX INC: Wins Court Approval for $425M Post-Bankruptcy Loan
--------------------------------------------------------------
Bankruptcy Law360 reports that Tronox Inc. has been given a
preliminary green light to replace an existing $425 million loan
from Goldman Sachs Lending Partners LLC and others with a new,
similar loan from the same lenders, a ruling that follows the
Company's unsuccessful attempt to find a better deal for a post-
bankruptcy loan.

According to Law360, Judge Allan L. Gropper of the U.S. Bankruptcy
Court for the Southern District of New York on Tuesday approved
the loan agreement, which replaces an existing but temporary
credit facility.

                          About Tronox Inc.

Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection on January 13, 2009 (Bankr.
S.D.N.Y. Case No. 09-10156).  The case is before Hon. Allan L.
Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and
Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York,
represent the Debtors.  The Debtors also tapped Togut, Segal &
Segal LLP as conflicts counsel; Rothschild Inc. as investment
bankers; Alvarez & Marsal North America LLC, as restructuring
consultants; and Kurtzman Carson Consultants serves as notice and
claims agent.

An official committee of unsecured creditors and an official
committee of equity security holders have been appointed in the
cases.  The Creditors Committee has retained Paul, Weiss, Rifkind,
Wharton & Garrison LLP as counsel.

Until September 30, 2008, Tronox Inc. was publicly traded on the
New York Stock Exchange under the symbols TRX and TRX.B.  Since
then, Tronox Inc. has traded on the Over the Counter Bulletin
Board under the symbols TROX.A.PK and TROX.B.PK.  As of
December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares
of class A common stock and 22,889,431 outstanding shares of class
B common stock.


TRUMP ENTERTAINMENT: Ad Hoc Committee Wants Professional Fees Paid
------------------------------------------------------------------
The former ad hoc committee of certain holders of the 8.5% Senior
Secured Notes Due 2015 issued by Trump Entertainment Resorts
Holdings, L.P., and Trump Entertainment Resorts Funding, Inc.,
asked the U.S. Bankruptcy Court for the District of New Jersey to
deny objection to certain fees incurred by AHC professionals and
grant the application in its entirety.

Roberta A. DeAngelis, the Acting U.S. Trustee for Region 3,
objected to the ad hoc committee's application and challenged
Houlihan Lokey's request for a $1.2 million success fee.

The ad hoc committee applied for allowance and payment of fees and
expenses incurred in making a substantial contribution to the
Debtors' Chapter 11 cases.

The ad hoc committee explained that:

   -- all economic parties-in-interest in these Chapter 11 cases
      have either affirmatively supported the application or
      raised no formal or informal objection thereto.  Indeed, the
      support underscores the recognition of the accomplishments
      of the AHC and the resulting benefits to the Debtors'
      estates.  Those accomplishments includes, among others -
      termination of exclusivity, appointment of an examiner,
      successful plan confirmation, $225 million equity
      sponsorship, facilitator of distributions to non-AHC
      creditors, junior DIP funding.

   -- the AHC has more than satisfied its burden of demonstrating,
      based on a preponderance of the evidence, that the AHC has
      provided a substantial contribution to the Debtors' estates
      and that the amounts requested in the application are
      reimbursable pursuant to section 503(b) of the Bankruptcy
      Code.

                      About Trump Entertainment

Based in Atlantic City, New Jersey, Trump Entertainment Resorts
Inc. (NASDAQ: TRMP) -- http://www.trumpcasinos.com/-- owns and
operates three casino hotel properties in Atlantic City, New
Jersey, which include Trump Taj Mahal Casino Resort, Trump Plaza
Hotel and Casino, and Trump Marina Hotel Casino.  The Company
conducts gaming activities and provides customers with casino
resort and entertainment.

Donald Trump is a shareholder of the Company and, as its non-
executive Chairman, is not involved in the daily operations of the
Company.  The Company is separate and distinct from Mr. Trump's
privately held real estate and other holdings.

Trump Entertainment Resorts, TCI 2 Holdings, LLC, and other
affiliates filed for Chapter 11 protection on February 17, 2009
(Bankr. D. N.J., Lead Case No. 09-13654).  The Company has tapped
Charles A. Stanziale, Jr., Esq., at McCarter & English, LLP, as
lead counsel, and Weil Gotshal & Manges as co-counsel.  Ernst &
Young LLP is the Company's auditor and accountant and Lazard
Freres & Co. LLC is the financial advisor.  Garden City Group is
the claims agent.  The Company disclosed assets of $2,055,555,000
and debts of $1,737,726,000 as of December 31, 2008.

Trump Hotels & Casino Resorts, Inc., filed for Chapter 11
protection on Nov. 21, 2004 (Bankr. D. N.J. Case No. 04-46898
through 04-46925).  Trump Hotels' obtained the Court's
confirmation of its Chapter 11 plan on April 5, 2005, and in
May 2005, it exited from bankruptcy under the name Trump
Entertainment Resorts Inc.


TSG INC: Can Access PNC Bank's Cash Collateral Until January 21
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of
Pennsylvania, in a sixth interim order, authorized TSG
Incorporated to use the cash collateral of PNC Bank, National
Association until January 21, 2011, at 5:00 p.m., Eastern Time.

A continued hearing on the Debtor's use of cash collateral will be
held on January 5, at 10:30 a.m. E.T.

The Court also ordered that the Debtor provide the lender with
the budget for the period November 21, 2010, until January 22, by
November 15.

As of petition date, the Debtor's indebtedness consists of:

   -- $2,345,138 under the term loan;

   -- $1,745,257 under the committed line of credit;

   -- $845,833 under he capital expenditures line of credit; and

   -- $98,070 under the SWAP agreement.

The Debtor would use the cash collateral to operate its business
postpetition.

As adequate protection for any diminution in value of the lenders'
collateral, the Debtors will grant PNC a replacement lien on all
properties and assets of the Debtor except for the Debtor's
interest in the real property located at (a) 1006 19th Street SW,
Hickory, North Carolina; (b) 5275 Wolfe Road, Hickory, North
Carolina; and (c) 1703 Pineview Street, Conover, North Carolina.

As additional adequate protection, the Debtor will make periodic
cash payments to PNC.

Pursuant to the order, the Debtor may not use, sell, or otherwise
transfer any of its assets outside the ordinary course of
business, without the written consent of PNC.

The Debtor's cash collateral use is also subject to, among other
things:

   -- filing of a Plan of Reorganization providing for the full
      payment of PNC's claim;

   -- payment of principal paydown amounting to $30,000; and

   -- upon the closing of the sale of the real property located at
      5275 Wolfe Road, Hickory, North Carolina, the Debtor will
       make additional principal pay-down amounting to $120,000.

                      About TSG Incorporated

North Wales, Pennsylvania-based TSG Incorporated operates a real
estate business.  Founded in 1901 under the name of Levy's
International Water Shrinking and Drying Company, the Debtor has
operated as a privately held, family owned business for over 108
years.  Locally headquartered in North Wales, Pennsylvania, the
Debtor is in the business of fabric finishing, coating and
embossing.  TSG -- which is an acronym for "The Synthetics Group"
-- is one of the largest commission finishers in the United
States.  The Company filed for Chapter 11 bankruptcy protection on
November 29, 2009 (Bankr. E.D. Pa. Case No. 09-19124).  Michael
Jason Barrie, Esq., at Benesch Friedlander Coplan & Aronoff LLP
assists the Debtor in its restructuring effort.  The Company
listed $10 million to $50 million in assets and $1 million to
$10 million in liabilities.


TSG INC: Wants Plan Filing Exclusivity Until November 22
--------------------------------------------------------
TSG Incorporated asks the U.S. Bankruptcy Court for the Eastern
District of Pennsylvania to extend its exclusive periods to file
and solicit acceptances for the proposed plan of reorganization
until November 22, 2010, and January 21, 2011, respectively.

The Debtor filed it request for an extension before the exclusive
periods was set to expire on September 23.

The Debtor needs additional time to finalize the details of the
sale and plan process.

The Debtor scheduled a hearing on October 27 at 9:30 a.m., to
consider its request to extend the exclusivity periods.
Objections, if any, were due October 7.

                      About TSG Incorporated

North Wales, Pennsylvania-based TSG Incorporated operates a real
estate business.  Founded in 1901 under the name of Levy's
International Water Shrinking and Drying Company, the Debtor has
operated as a privately held, family owned business for over 108
years.  Locally headquartered in North Wales, Pennsylvania, the
Debtor is in the business of fabric finishing, coating and
embossing.  TSG -- which is an acronym for "The Synthetics Group"
-- is one of the largest commission finishers in the United
States.  The Company filed for Chapter 11 bankruptcy protection on
November 29, 2009 (Bankr. E.D. Pa. Case No. 09-19124).  Michael
Jason Barrie, Esq., at Benesch Friedlander Coplan & Aronoff LLP
assists the Debtor in its restructuring effort.  The Company
listed $10 million to $50 million in assets and $1 million to
$10 million in liabilities.


TWIN CITY: Court Extends Filing of Schedules Until Nov. 29
----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Ohio
extended, at the behest of Twin City Hospital, the deadline for
the filing of schedules of assets and liabilities and statements
of financial affairs until November 29, 2010.

The Debtor estimates that it has more than 800 creditors or other
interested parties.  The Debtor said that given the size and
complexity of its business and the fact that certain prepetition
invoices have not yet been received and entered into its financial
systems, it has not had the opportunity to gather the necessary
information to prepare and file its respective Schedules and
Statements.  The Debtor stated that while it has commenced the
task of gathering the necessary information to prepare and
finalize the Schedules and Statements, it believes that the 15-day
automatic extension of time to file the Schedules and Statements
provided by Bankruptcy Rule 1007(c) is not sufficient to permit
completion of the Schedules and Statements.

Dennison, Ohio-based Twin City Hospital filed for Chapter 11
bankruptcy protection on October 13, 2010 (Bankr. N.D. Ohio Case
No. 10-64360).  Shawn M. Riley, Esq., at McDonald Hopkins LLC,
assists the Debtor in its restructuring effort.  The Debtor
estimated its assets and debts at $10 million to $50 million.


TWIN CITY: Section 341(a) Meeting Scheduled for Dec. 13
-------------------------------------------------------
The U.S. Trustee for Region 9 will convene a meeting of Twin City
Hospital's creditors on December 13, 2010, at 10:00 a.m.  The
meeting will be held at U.S. Bankruptcy Court, Room 194, Ralph
Regula U.S. Courthouse, 401 McKinley Ave SW, Canton, OH 44702.

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

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Dennison, Ohio-based Twin City Hospital filed for Chapter 11
bankruptcy protection on October 13, 2010 (Bankr. N.D. Ohio Case
No. 10-64360).  Shawn M. Riley, Esq., at McDonald Hopkins LLC,
assists the Debtor in its restructuring effort.  The Debtor
estimated its assets and debts at $10 million to $50 million.


TWIN CITY: Taps McDonald Hopkins as Bankruptcy Counsel
------------------------------------------------------
Twin City Hospital asks for authorization from the U.S. Bankruptcy
Court for the Northern District of Ohio to employ McDonald Hopkins
LLC as bankruptcy counsel, nunc pro tunc to the Petition Date.

McDonald Hopkins will, among other things:

     (a) advise the Debtor of its obligations and duties in
         bankruptcy;

     (b) execute the Debtor's decisions by filing with the Court
         motions, objections, and other relevant documents;

     (c) appear before the Court on all matters in the Debtor's
         case relevant to the interests of the Debtor; and

     (d) assist the Debtor in the administration of its Chapter 11
         Case.

The hourly rates of McDonald Hopkins' personnel are:

         Members                                $305-$660
         Of Counsel                             $295-$580
         Associates                             $200-$380
         Paralegals                             $115-$230
         Law Clerks                              $60-$120

Paul W. Linehan, Esq., a member at McDonald Hopkins, assures the
Court that the firm is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code.

Dennison, Ohio-based Twin City Hospital filed for Chapter 11
bankruptcy protection on October 13, 2010 (Bankr. N.D. Ohio Case
No. 10-64360).  The Debtor estimated its assets and debts at
$10 million to $50 million.


URBAN BRANDS: Store-Closing Request 'Premature', U.S. Trustee Says
------------------------------------------------------------------
A federal watchdog said it is "premature" for the parent of the
Ashley Stewart women's clothing stores to seek bankruptcy-court
approval of store-closing guidelines, Dow Jones' DBR Small Cap
reports.

According to the report, the parent of the stores, Urban Brands
Inc., has won approval to place its assets on the auction block.
The report relates that an entity formed by GB Merchant Partners,
the private-equity group at Gordon Brothers Group LLC, is set to
serve as the lead bidder.

Urban Brands, the report notes, has called the proposed
transaction with the GB Merchant entity a going-concern sale. But
if the lead bidder wins the auction, Urban Brands wants to provide
the GB Merchant entity with the flexibility to conduct store-
closing sales after the sale closes.  The retailer has also asked
the court overseeing its bankruptcy case to approve guidelines for
the store-closing sales. However, U.S. trustee Roberta A, the
report adds.

Secaucus, N.J.-based Urban Brands, Inc., operates a chain of
women's apparel stores.  Urban Brands sought Chapter 11 protection
(Bankr. D. Del. Case No. 10-13005) on September 21, 2010.  The
retailer estimated its assets at $10 million to $50 million and
debts at $100 million to $500 million.  Affiliates A.S.
Interactive, Inc., et al., filed separate Chapter 11 petitions.
BMC Group, Inc., serves as the Debtors' claims and noticing agent.


WHITTEN PUMPS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Whitten Pumps, Inc.
          dba Whitten Supply
              Water Well Specialties
        502 County Line Road
        Delano, CA 93215

Bankruptcy Case No.: 10-62225

Chapter 11 Petition Date: October 22, 2010

Court: U.S. Bankruptcy Court
       Eastern District of California (Fresno)

Judge: W. Richard Lee

Debtor's Counsel: T. Scott Belden, Esq.
                  4550 California Avenue, 2nd Floor
                  Bakersfield, CA 93309-1172
                  Tel: (661) 395-1000

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/caeb10-62225.pdf

The petition was signed by Amanda McDonald, secretary.


YELLOWSTONE MOUNTAIN: Trustee's Injunction Bid Denied
-----------------------------------------------------
Bankruptcy Law360 reports that a bankruptcy judge has shut down
the Yellowstone Mountain Club LLC liquidating trustee's bid to
prevent company co-founder Timothy Blixseth from transferring his
assets before paying off a $40 million judgment ordered against
him.

Judge Ralph B. Kirscher denied liquidating trust trustee Marc S.
Kirschner's motion for a preliminary injunction in the U.S.
Bankruptcy Court for the District of Montana on Wednesday, Law360
says.

                         About Yellowstone Club

Located near Big Sky, Montana, Yellowstone Club --
http://www.theyellowstoneclub.com/-- is a private golf and ski
community with more than 350 members, including Bill Gates and Dan
Quayle.  The Company was founded in 1999.

Yellowstone Mountain Club LLC and its affiliates filed for Chapter
11 on Nov. 10, 2008 (Bankr. D. Montana, Case No. 08-61570).  The
Company's owner affiliate Edra D. Blixseth, filed for Chapter 11
on March 27, 2009 (Case No. 09-60452).

In June 2009, the Bankruptcy Court entered an order confirming
Yellowstone's Chapter 11 Plan.  Pursuant to the Plan, CrossHarbor
Capital Partners, LLC, acquired equity ownership in the
reorganized Club for $115 million.

Attorneys at Bullivant Houser Bailey PC and Bekkedahl & Green
PLLC represented the Debtors.  The Debtors hired FTI Consulting
Inc. and Ronald Greenspan as CRO.  The official committee of
unsecured creditors were represented by Parsons, Behle and
Latimer, as counsel, and James H. Cossitt, Esq., at local counsel.
Credit Suisse, the prepetition first lien lender, was represented
by Skadden, Arps, Slate, Meagher & Flom.


ZALE CORP: Annual Stockholders' Meeting Set for Dec. 3
------------------------------------------------------
The Annual Meeting of Stockholders of Zale Corporation will be
held December 3, 2010, at 10:00 a.m., local time, at the Company's
principal executive office at 901 West Walnut Hill Lane, in
Irving, Texas, for these purposes:

     -- To elect seven directors for terms that will expire at the
        2011 Annual Meeting of Stockholders;

     -- To approve an amendment to the Zale Corporation
        Non-Employee Director Equity Compensation Plan to increase
        the number of shares reserved for issuance under the plan
        by 250,000 shares;

     -- To approve an advisory proposal on the Company's executive
        pay-for-performance policies and procedures;

     -- To ratify the appointment of Ernst & Young LLP as the
        Company's independent registered public accounting firm
        for the fiscal year ending July 31, 2011; and

     -- To transact such other business as may properly come
        before the meeting or any adjournment thereof.

Zale's Board of Directors has fixed the close of business on
October 28, 2010, as the record date for determining stockholders
entitled to notice of, and to vote at, the Annual Meeting or any
adjournment thereof.

A copy of the Company's proxy statement is available at
http://ResearchArchives.com/t/s?6d02

On May 10, 2010, Zale entered into an agreement to amend and
restate various terms of its revolving credit agreement with Bank
of America N.A. and certain other lenders.  The Amended and
Restated Revolving Credit Agreement consists of two tranches: (a)
an extended tranche totaling $530 million, including seasonal
borrowings of $88 million, maturing on April 30, 2014 and (b) a
non-extending tranche totaling $120 million, including seasonal
borrowings of $20 million, maturing on August 11, 2011. The
commitments under the agreement from both tranches total $650
million, including seasonal borrowings of $108 million.  The
Revolving Credit Agreement is secured by a first priority security
interest and lien on merchandise inventory, credit card
receivables and certain other assets and a second priority
security interest and lien on all other assets.

Zale also entered into a $150 million Senior Secured Term Loan and
a Warrant and Registration Rights Agreement with Z Investment
Holdings, LLC, an affiliate of Golden Gate Capital.  The Term Loan
matures on May 10, 2015 and is secured by substantially all
current and future intangible assets and a second priority
security interest on merchandise inventory and credit card
receivables.  The proceeds received were used to pay down amounts
outstanding under the Revolving Credit Agreement after payment of
debt issuance costs incurred pursuant to the Revolving Credit
Agreement and the Term Loan.

On September 24, 2010, Zale amended the Term Loan with Z
Investment to eliminate the Minimum Consolidated EBITDA covenant
and Zale's option to pay a portion of future interest payments in
kind subsequent to July 31, 2010.  As a result, all future
interest payments will be made in cash.  In consideration for the
amendment, Zale paid Z Investment an aggregate of $25.0 million,
of which $11.3 million was used to pay down the outstanding
principal balance of the Term Loan, $1.2 million was a prepayment
premium and $12.5 million was an amendment fee.

On May 7, 2010, Zale entered into a five year Private Label Credit
Card Program Agreement with TD Financing Services Inc., a wholly
owned subsidiary of Toronto-Dominion Bank, to provide financing
for its Canadian customers to purchase merchandise through private
label credit cards beginning July 1, 2010.  The TD Agreement
replaced the agreement with Citi Cards Canada Inc., which expired
on June 30, 2010.

On September 23, 2010, Zale entered into a five-year agreement to
amend and restate various terms of the Merchant Services Agreement
with Citibank, to provide financing for its U.S. customers
beginning October 1, 2010.  The agreement with Citibank was
scheduled to expire in March 2011.

                      About Zale Corporation

Based in Dallas, Texas, Zale Corporation (NYSE: ZLC) --
http://www.zalecorp.com/-- is a specialty retailer of diamonds
and other jewelry products in North America, operating
approximately 1,900 retail locations throughout the United States,
Canada and Puerto Rico, as well as online. Zale Corporation's
brands include Zales Jewelers, Zales Outlet, Gordon's Jewelers,
Peoples Jewellers, Mappins Jewellers and Piercing Pagoda.  Zale
also operates online at www.zales.com, www.zalesoutlet.com,
www.gordonsjewelers.com and www.pagoda.com.

The Company's balance sheet at July 31, 2010 showed $1.16 billion
in total assets, $388.31 million in total liabilities, $284.68
million in long-term debt, $179.37 million in other liabilities,
and stockholders' equity of $308.02 million.

As reported by the Troubled Company Reporter on February 10, 2010,
The Deal.com's Sara Behunek reported that analysts said bankruptcy
looms for Zale if it fails to restructure its debt and put in
place a solid merchandising strategy.


* S&P: One More Issuer Added to Default List; 2010 Tally at 69
--------------------------------------------------------------
A Mexico-based mortgage and construction lender was added to
Standard & Poor's default list in the latest week as the company
missed an interest payment, raising this year's total defaults to
69, Dow Jones' DBR Small Cap reports.


* Large Companies With Insolvent Balance Sheets
-----------------------------------------------

                                                         Total
                                              Total     Share-
                                Total       Working   Holders'
                               Assets       Capital     Equity
Company         Ticker           ($MM)         ($MM)      ($MM)
-------         ------          ------       -------   --------
AUTOZONE INC      AZO US         5,571.6        (452.1)    (738.8)
LORILLARD INC     LO US          3,140.0       1,654.0      (54.0)
DUN & BRADSTREET  DNB US         1,632.5        (475.7)    (783.9)
MEAD JOHNSON      MJN US         2,032.0         357.5     (509.3)
BOARDWALK REAL E  BOWFF US       2,364.5           -        (64.6)
BOARDWALK REAL E  BEI-U CN       2,364.5           -        (64.6)
TAUBMAN CENTERS   TCO US         2,560.9           -       (510.5)
NAVISTAR INTL     NAV US         9,418.0       2,011.0   (1,040.0)
CHOICE HOTELS     CHH US           390.2        (291.4)     (97.0)
WEIGHT WATCHERS   WTW US         1,090.1        (344.4)    (693.5)
SUN COMMUNITIES   SUI US         1,167.4           -       (123.0)
TENNECO INC       TEN US         2,980.0         286.0      (47.0)
UNISYS CORP       UIS US         2,714.4         366.1   (1,080.1)
WR GRACE & CO     GRA US         4,053.3       1,257.7     (229.5)
CABLEVISION SYS   CVC US         7,631.6           3.8   (6,183.6)
MOODY'S CORP      MCO US         1,957.7        (134.2)    (491.9)
IPCS INC          IPCS US          559.2          72.1      (33.0)
UNITED CONTINENT  UAL US        20,134.0      (1,590.0)  (2,756.0)
THERAVANCE        THRX US          232.4         180.2     (126.0)
VENOCO INC        VQ US            709.1          14.1     (118.6)
DISH NETWORK-A    DISH US        9,031.0         608.6   (1,580.3)
HEALTHSOUTH CORP  HLS US         1,756.1         112.5     (429.9)
CHENIERE ENERGY   CQP US         1,769.5          37.3     (503.5)
VECTOR GROUP LTD  VGR US           850.0         288.8      (19.6)
NATIONAL CINEMED  NCMI US          725.5          90.2     (381.7)
OTELCO INC-IDS    OTT-U CN         333.3          25.6       (1.2)
INCYTE CORP       INCY US          493.7         340.3     (104.8)
PROTECTION ONE    PONE US          562.9          (7.6)     (61.8)
ARVINMERITOR INC  ARM US         2,817.0         313.0     (909.0)
OTELCO INC-IDS    OTT US           333.3          25.6       (1.2)
CARDTRONICS INC   CATM US          472.6         (25.3)      (2.1)
UNITED RENTALS    URI US         3,574.0          24.0      (50.0)
JUST ENERGY INCO  JE-U CN        1,780.6        (470.0)    (279.3)
DISH NETWORK-A    EOT GR         9,031.0         608.6   (1,580.3)
LIBBEY INC        LBY US           794.2         144.4      (11.7)
KNOLOGY INC       KNOL US          648.0          48.7      (13.5)
TEAM HEALTH HOLD  TMH US           828.2          80.0      (37.8)
INTERMUNE INC     ITMN US          161.4          84.7      (46.5)
REGAL ENTERTAI-A  RGC US         2,575.0        (219.7)    (283.5)
DOMINO'S PIZZA    DPZ US           418.6          88.0   (1,263.1)
BOSTON PIZZA R-U  BPF-U CN         110.2           2.3     (117.7)
REVLON INC-A      REV US           776.3          76.9   (1,011.8)
AFC ENTERPRISES   AFCE US          114.5          (0.2)      (4.0)
FORD MOTOR CO     F US         183,156.0     (23,512.0)  (3,541.0)
GRAHAM PACKAGING  GRM US         2,096.9         228.4     (612.2)
WORLD COLOR PRES  WC CN          2,641.5         479.2   (1,735.9)
SALLY BEAUTY HOL  SBH US         1,517.1         345.6     (523.9)
WORLD COLOR PRES  WCPSF US       2,641.5         479.2   (1,735.9)
WORLD COLOR PRES  WC/U CN        2,641.5         479.2   (1,735.9)
JAZZ PHARMACEUTI  JAZZ US           97.3         (24.2)     (16.3)
SUPERMEDIA INC    SPMD US        3,261.0         522.0      (22.0)
PETROALGAE INC    PALG US            6.1          (8.9)     (47.4)
COMMERCIAL VEHIC  CVGI US          276.9         111.2      (10.4)
ALASKA COMM SYS   ALSK US          627.4          15.0      (11.3)
US AIRWAYS GROUP  LCC US         8,131.0        (220.0)    (168.0)
BLUEKNIGHT ENERG  BKEP US          297.3        (431.2)    (149.9)
FORD MOTOR CO     F BB         183,156.0     (23,512.0)  (3,541.0)
AMER AXLE & MFG   AXL US         2,027.7          31.7     (520.4)
RURAL/METRO CORP  RURL US          288.5          34.6     (101.2)
CENTENNIAL COMM   CYCL US        1,480.9         (52.1)    (925.9)
HALOZYME THERAPE  HALO US           51.5          38.3      (14.1)
MORGANS HOTEL GR  MHGC US          774.4          50.5       (4.3)
RSC HOLDINGS INC  RRR US         2,690.2        (120.0)     (33.8)
LIONS GATE        LGF US         1,592.9        (783.4)      (1.6)
SINCLAIR BROAD-A  SBGI US        1,539.8          52.1     (170.4)
NPS PHARM INC     NPSP US          193.8         129.0     (179.5)
CC MEDIA-A        CCMO US       17,286.8       1,240.8   (7,209.3)
MANNKIND CORP     MNKD US          239.6          11.0     (137.7)
QWEST COMMUNICAT  Q US          18,959.0        (424.0)  (1,241.0)
AMR CORP          AMR US        25,885.0      (2,015.0)  (3,930.0)
MITEL NETWORKS C  MITL US          624.5         162.6      (48.1)
ACCO BRANDS CORP  ABD US         1,064.0         242.5     (125.6)
SANDRIDGE ENERGY  SD US          3,128.7        (109.4)    (118.5)
PALM INC          PALM US        1,007.2         141.7       (6.2)
GENCORP INC       GY US            981.8         150.8     (224.9)
NEXSTAR BROADC-A  NXST US          584.5          33.0     (187.2)
PDL BIOPHARMA IN  PDLI US          271.5         (66.5)    (434.9)
PLAYBOY ENTERP-A  PLA/A US         189.0         (12.4)     (27.6)
PLAYBOY ENTERP-B  PLA US           189.0         (12.4)     (27.6)
VIRGIN MOBILE-A   VM US            307.4        (138.3)    (244.2)
ARQULE INC        ARQL US          118.5          53.9       (4.1)
CONSUMERS' WATER  CWI-U CN         887.2           3.2     (258.0)
CENVEO INC        CVO US         1,553.4         199.9     (183.8)
WARNER MUSIC GRO  WMG US         3,655.0        (546.0)    (174.0)
GLG PARTNERS-UTS  GLG/U US         400.0         156.9     (285.6)
GLG PARTNERS INC  GLG US           400.0         156.9     (285.6)
LIN TV CORP-CL A  TVL US           783.5          28.7     (156.5)
EPICEPT CORP      EPCT SS           11.4           3.3      (10.2)
STEREOTAXIS INC   STXS US           50.9          (0.2)      (0.8)
EASTMAN KODAK     EK US          6,791.0       1,423.0     (208.0)
GREAT ATLA & PAC  GAP US         2,677.1         (51.0)    (524.0)
HOVNANIAN ENT-B   HOVVB US       1,909.8       1,264.2     (207.4)
EXELIXIS INC      EXEL US          419.7          12.8     (214.7)
ABSOLUTE SOFTWRE  ABT CN           124.3          (5.1)      (2.6)
HOVNANIAN ENT-A   HOV US         1,909.8       1,264.2     (207.4)
PRIMEDIA INC      PRM US           218.9          (5.9)    (102.1)
MAGMA DESIGN AUT  LAVA US           74.6           9.6       (6.1)
DENNY'S CORP      DENN US          296.7         (23.2)    (112.9)
IDENIX PHARM      IDIX US           77.2          38.1       (7.3)
ALEXZA PHARMACEU  ALXA US           71.3          21.0      (28.7)
NEWCASTLE INVT C  NCT US         3,594.5           -       (837.5)
ARRAY BIOPHARMA   ARRY US          159.2          39.4     (116.7)



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

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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