TCR_Public/101028.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Thursday, October 28, 2010, Vol. 14, No. 299

                            Headlines

3 COLUMBUS CIRCLE: Developer Sues to Halt Foreclosure
A-1 PLANK: Credit Bid Didn't Eliminate Realtor's Commission
AMERICAN MEDIA: Extends Bond Exchange Offers to November 1
AMERICANWEST BANCORP: To File for Chapter 11; To Sell Bank
ATA AIRLINES: Jury Slaps $66MM Fine on FedEx for Canceling Pact

AWAL BANK: To Be Test Case for Limited Chapter 11 Use
BARBARA SMITH: Case Summary & 9 Largest Unsecured Creditors
BEN ENNIS: Case Summary & 15 Largest Unsecured Creditors
BIG3D INC: 9th Cir. BAP Rejects Retroactive Adequate Protection
BLOCKBUSTER INC: Receives Final Court Approval of 'DIP' Financing

BLOCKBUSTER INC: Files Schedules of Assets & Liabilities
BLOCKBUSTER INC: Files Statement of Financial Affairs
BLOCKBUSTER INC: Weil Gotshal Says It's "Disinterested"
BLOCKBUSTER INC: Rothschild Responds to Indemnification Objection
BLOCKBUSTER INC: Committee Opposes Early Payment to Studios

BLUEWATER HLD: Run by Delta Partners Staff While in Ch. 11
BRAVO ENTERPRISES: Case Summary & Largest Unsecured Creditor
CANWEST GLOBAL: Restructuring Plan Successfully Implemented
CARPENTER CONTRACTORS: Case Summary & Creditors List
CHESTER DOWNS: S&P Assigns 'B+' Rating to $40 Mil. Loan

CLOPAY AMES: S&P Assigns 'BB-' Corporate Credit Rating
CRESTWOOD APARTMENTS: Files for Chapter 11 in Indianapolis
CROWNBROOK DEBCO: Fifth Mezzanine Wants Case Dismissed
D & L EQUIPMENT: Case Summary & 20 Largest Unsecured Creditors
DIGG INC: Cuts 37% of Staff Amid High Burn Rate, Exec Departures

DOUGLAS RAY: State Breach Claims Beyond Bankr. Court's Reach
DYNEGY INC: Asks Shareholders to Snub Seneca Move vs. Blackstone
E*TRADE FINANCIAL: DBRS Affirms 'B' Rating After Q3 Results
EASTMAN KODAK: Board OKs Company Indemnification of Employees
ENGLISH & AMERICAN: 2nd Request for 304 Injunction Modification

ENGLISH & AMERICAN: Recognition Hearing Set for Nov. 15
EXTENDED STAY: Five Mile Dismisses Lawsuit vs. Cerberus
EXTENDED STAY: JPM, Deutsche to Sell $2 Bil. Loan by Month's End
EXTENDED STAY: Seeks Approval of Deal With Zurich, et al.
FAIRGROUNDS PLAZA: Voluntary Chapter 11 Case Summary

FAIRPOINT COMMUNICATIONS: Sends New Plan Projections to Vermont
FGIC CORP: Sharps Cancels Exchange Bid Due to Lack of Support
FM AVIATION: Asks for OK to Use VFS Financing as Cash Collateral
FX REAL ESTATE: Gets $800,000 from Sale of Pref. Stock & Warrants
GAS CITY: Proposes January 21 Auction for Assets

GENERAL MOTORS: New GM Approves Employee Incentive Plans
GENTA INCORPORATED: Outstanding Shares Now at 93.33 Million
GEO W PARK: SSG Advised Ch 11 Trustee in Sale to Blackstreet
GERALD TROOIEN: Case Summary & 20 Largest Unsecured Creditors
GETTY IMAGES: Moody's Downgrades Corporate Family Rating to 'Ba3'

GETTY IMAGES: S&P Assigns 'BB-' Rating to $1.37 Bil. Loan
GLOBAL BUSINESS: Case Summary & 4 Largest Unsecured Creditors
GOODMAN GLOBAL: Moody's Cuts Rating on $250 Mil. Loan to 'B1'
HACIENDA GARDENS: Has Access to Cash Collateral Until Nov. 4
HEATHERWOOD HOLDINGS: Sale Pact Limits Use of Golf Course Property

HOME SERVICES: Loses Contract with HRA, Slashes 2,065 Jobs
HORMI HOLDING: All Three Properties on the Market
HARBOR REAL ASSET: Proposes Ray Quinney as Chapter 11 Counsel
HILEX POLY: S&P Changes Outlook to Negative, Affirms 'B' Rating
HOSPITALITY PROPERTIES: S&P Cuts Preferred Stock Rating to 'BB'

IDEAL DIAMOND: Files for Bankruptcy Amid Infringement Fight
IRH VINTAGE: Can Continue Using Cash Collateral
ISLAND ONE: Can Continue Using Cash Collateral Until Nov. 17
ISLAND ONE: Creditors Committee Taps Bush Ross as Counsel
ISLAND ONE: Files Schedules of Assets and Liabilities

ISLAND ONE: Plan Contemplates Sale of Assets to Pay Creditors
ISLAND ONE: U.S. Trustee Forms Three-Member Creditors Committee
JACQUELINE AMRIKHAS: Case Summary & 17 Largest Unsecured Creditors
KEYBANK NA: Fitch Puts B Support Floor Rating on Watch Negative
KOOSHAREM CORP: S&P Downgrades Corporate Credit Rating to 'CCC-'

KRONOS INT'L: Posts $15.4-Mil. Net Income in Sept. 30 Quarter
LEIGH RZASA-ORMES: May Recoup $82,015 Paid to Arturi D'Argenio
LIONS GATE: Says MGM Deal to Create Opportunities for Stakeholders
LITE VIEW: Case Summary & 12 Largest Unsecured Creditors
LOEHMANN'S CAPITAL: Sweetens Exchange Offer as Deadline Looms

MANSIONS AT HASTINGS: Files for Chapter 11 in Houston
MANSIONS AT HASTINGS: Voluntary Chapter 11 Case Summary
MANSIONS AT HASTINGS GREEN: Voluntary Chapter 11 Case Summary
MATANZAS PASS: Voluntary Chapter 11 Case Summary
MATTHEW EDWARDS: Case Summary & 20 Largest Unsecured Creditors

METRO-GOLDWYN-MAYER: Icahn Has 3-Headed Attack on Prepack Plan
METRO-GOLDWYN-MAYER: Lions Gate Defends Merger Bid in Letter
MGM RESORTS: Boyd Won't Match Offer for Borgata Stake
MICHAEL JOHNSON: Case Summary & 20 Largest Unsecured Creditors
MICROSEMI CORP: S&P Assigns 'BB-' Corporate Credit Rating

MOMENTIVE PERFORMANCE: Launches Cash Offer for Second Lien Notes
MOMENTIVE PERFORMANCE: Proposes $840 Million Debt Offering
MOMENTIVE PERFORMANCE: To Launch Cash Offer for Senior Notes
MOMENTIVE PERFORMANCE: Sees $117MM-$123MM Adjusted EBITDA for Q3
MOMENTIVE PERFORMANCE: Hexion to Issue $440MM of 2nd Lien Notes

MOO TOWN DAIRY: Files for Chapter 11 in Sherman, Texas
MOO TOWN: Voluntary Chapter 11 Case Summary
NASHVILLE SENIOR: Burr's Fee Bid Approved, and Denied, In Part
NCI BUILDING: S&P Puts 'B+' Corp. Credit Rating on Watch Negative
NORTEL NETWORKS: Morneau Takes Over 2 Pension Plans

NORTEL NETWORKS: Ontario Premier to Revisit Pensioners' Proposal
NORTHERN TRUST: Fitch Puts BB+ Support Floor Rating on Watch Neg.
PAINTEARTH ENERGY: Chapter 15 Case Summary
PINAFORE HOLDINGS: S&P Assigns 'BB-' Corporate Credit Rating
PNC BANK: Fitch Puts BB- Support Floor Rating on Watch Negative

PRESTIGE BRANDS: Moody's Affirms 'B1' Corporate Family Rating
PRESTIGE BRANDS: S&P Affirms Corporate Credit Rating at 'B+'
PROTECTIVE LIFE: Fitch Affirms Trust Preferred Ratings at 'BB+'
PROTECTIVE LIFE: Moody's Affirms Ratings on Senior Debt
RADHA REALTY: Case Summary & 20 Largest Unsecured Creditors

RENE COUMANS: Voluntary Chapter 11 Case Summary
ROTHSTEIN ROSENFELDT: Trustee Sues Rothstein's Cousin
RW LOUISVILLE: Gets Court's Interim Nod to Use Cash Collateral
SEA ISLAND: Creditors' Recovery Doubled as Lenders Settle
SENSATA TECHNOLOGIES: Posts $48MM Net Loss in Sept. 30 Quarter

SHARON CASTER: GMAC Can Foreclose on Leased Vehicle
SOFTLAYER HOLDINGS: S&P Assigns 'B+' Corporate Credit Rating
SOUTH TAHOE: District To Manage Public Transit Starting Nov. 1
SOUTHCROSS COMMERCE: Voluntary Chapter 11 Case Summary
SPENCER CREEK: A Single Asset Real Estate Case, Court Rules

STRATEGIC PARTNERS: S&P Assigns 'B' Corporate Credit Rating
SUNTRUST BANK: Fitch Puts BB- Support Rating on Watch Negative
SYNCORA HOLDINGS: Expects Decrease in Statutory Capital
TERRESTAR NETWORKS: Organizational Meeting on Oct. 29
TERRESTAR NETWORKS: Proposes Akin Gump as Bankr. Counsel

TERRESTAR NETWORKS: Wins Nod for Garden City as Claims Agent
TOUSA INC: Expanding Mediation Amid Outstanding Appeal
TRIBUNE CO: Amends Chapter 11 Plan to Add LBO Settlements
TRIBUNE CO: Parties Object to Panel's 2nd Plea to Pursue Claims
TRIBUNE CO: Wants Feb. 28 Extension of Time to Remove Actions

TRILOGY DEVELOPMENT: Court Validates JE Dunn's $12.4 Mil. Lien
TROPICANA ENTERTAINMENT: Adamar Claims Canbergs Violated Stay
TROPICANA ENTERTAINMENT: Castillejas Claim No Knowledge of Plan
TROPICANA ENTERTAINMENT: Tropi LV Wants Sanctions Against Icahn
TRUVO USA: Wins Confirmation of Exit Plan After Settlement

TWIN CITY: Cash Collateral Use Hearing Tomorrow
UNITED RENTALS: Fitch Assigns 'B' Rating to $750 Mil. Notes
URBAN BRANDS: Gordon Brothers Wins Auction for Ashley Stewart
US BANK: Fitch Puts BB- Support Floor Rating on Negative Watch
UTSTARCOM INC: Cuts 2010 Revenue Target to $270MM-$280MM

VALHI INC: S&P Puts 'CCC+' Rating on CreditWatch Positive
VIKING ACQUISITION: Moody's Assigns 'B2' Corp. Family Rating

* Chapter 11 Cases with Assets & Liabilities Below $1,000,000

                            *********

3 COLUMBUS CIRCLE: Developer Sues to Halt Foreclosure
-----------------------------------------------------
David Jones, writing for The Real Deal, reports that The Moinian
Group, led by developer Joseph Moinian, filed a $200 million suit
in New York State Supreme Court against Deutsche Bank and the
Related Companies, alleging the companies engaged in a predatory
scheme to take over his office building at 1775 Broadway, which
Moinian renamed 3 Columbus Circle.

According to Real Deal, Mr. Moinian claims that Related executives
admitted their plan to snatch the building in a "loan to own" deal
and that Deutsche, which is helping finance the deal with Related,
prevented Mr. Moinian from paying the true loan balance and tried
to force him to pay a prepayment penalty of $54 million.

Mr. Moinian is asking the court for an injunction against the
foreclosure action and an order to force the lender to accept his
prepayment of the loan balance.

Steven Meister, Esq., represents Mr. Moinian.

Mark Walfish, Esq., represents Related.

Lawyers for Related denied the charge and urged Mr. Moinian to pay
the money that they say he owes on the loan.

Citing the complaint, Real Deal relates Mr. Moinian bought
3 Columbus Circle in 1999, and initiated a $100 million
renovation.  Mr. Moinian refinanced the loan with one for
$250 million from Wachovia Bank, the latter of which was scheduled
to mature in 2016, but has been sold or reassigned multiple times
since then.


A-1 PLANK: Credit Bid Didn't Eliminate Realtor's Commission
-----------------------------------------------------------
Under Kansas law, WestLaw reports, the Chapter 11 debtors' real
estate agent was entitled to a 6% commission on the $800,000 cash
bid for the debtors' real property, even though a bank's credit
bid of $1.75 million took the sale, and a surcharge in the amount
of $48,000 would be assessed against the property prior to its
conveyance to the bank.  The real estate agent's commission
agreement specified that he would receive a commission on "any
sale or exchange of the Property which closes," the bankruptcy
court reasoned.  The real estate agent procured a ready, willing,
and able buyer who did not close on its $800,000 offer due to
circumstances beyond its control, namely, the bank's credit bid.
Furthermore, the court found, the real estate agent aided in the
disposition of the property by marketing the property and
supplying a cash bidder.  The bank, which had avoided the costs
and expenses of marketing the property itself, as well as the risk
that it might have to hold the property for a lengthy period
without being able to sell it for a favorable price, was currently
in negotiations with the cash bidder to sell it the property and
all the equipment therein for $1.975 million.  In re A-1 Plank &
Scaffold Mfg., Inc., --- B.R. ----, 2010 WL 4108896 (Bankr. D.
Kan.) (Nugent, C.J.).

A-1 Plank & Scaffold Mfg., Inc., and Allenbaugh Family Limited
Partnership sought chapter 11 protection (Bankr. D. Kan. Case Nos.
10-10379 and 10-10378) on Feb. 21, 2010, and are represented by
Edward J. Nazar, Esq., at Redmond & Nazar, L.L.P., in Wichita,
Kan.  The debtors ceased normal business operations in Oct. 2009
and all operations came to a halt in Feb. 2010.  A-1 Plank &
Scaffold disclosed $1.7 million in assets and $11.3 million in
liabilities at the time of the filing.  Allenbaugh disclosed
$3.3 million in assets and liabilities of $3.2 million.  Sunflower
Bank is the major secured creditor.


AMERICAN MEDIA: Extends Bond Exchange Offers to November 1
----------------------------------------------------------
American Media, Inc., on Tuesday announced the extension by its
operating subsidiary American Media Operations, Inc., of the
previously announced offer to exchange all of AMO's outstanding
14% Senior Subordinated Notes due 2013 for a combination of cash
and shares of common stock, par value $0.0001 per share, of AMI,
and cash tender offer for all of AMO's outstanding 9% Senior PIK
Notes due 2013.  In conjunction with the Offers, AMO is soliciting
consents from eligible holders of the Notes to certain amendments
to the applicable indentures governing the Notes.

The expiration of the Offers and Consent Solicitations has been
extended to 5:00 p.m., New York City time, on November 1, 2010,
unless further extended by AMO.

All other terms and conditions of the Offers and Consent
Solicitations currently remain in effect, although AMO is
considering certain amendments to the Offers and Consent
Solicitations.  Eligible holders who have not yet tendered their
Notes may tender until the Expiration Time, as extended.

Pursuant to the terms of the Offers and Consent Solicitations,
withdrawal rights expired as of the applicable consent time for
the Consent Solicitations, which was, in the case of the PIK
Notes, 5:00 p.m., New York City time, on July 27, 2010 and, in the
case of the Subordinated Notes, 5:00 p.m., New York City time, on
July 29, 2010.

As of 5:00 p.m., New York City time, on October 25, 2010,
approximately $344.2 million principal amount of Subordinated
Notes, or approximately 96.7% of the outstanding aggregate
principal amount of the Subordinated Notes, had been validly
tendered in the Exchange Offer, and approximately $23.7 million
principal amount of PIK Notes, or approximately 99.9% of the
outstanding aggregate principal amount of PIK Notes, had been
validly tendered in the Cash Tender Offer.

         AMO Has Consent to Defer Nov. 1 Interest Payment

On October 12, 2010, AMO commenced a separate consent solicitation
to amend the indenture governing the Subordinated Notes.  AMO has
obtained the consents required to amend the Subordinated Notes
Indenture to allow AMO to defer to January 3, 2011, the interest
payment due under the Subordinated Notes on November 1, 2010.

Accordingly, AMO expects to execute a supplemental indenture
within the next few days to amend the Subordinated Notes
Indenture.  Although the Interest Deferral Consent Solicitation is
separate from and independent of the Offers and Consent
Solicitations, they are related in that the purpose of the
Interest Deferral Consent Solicitation is to help preserve cash,
which will facilitate the consummation of the Offers and Consent
Solicitations or any other alternatives that AMO and AMI may
pursue to improve their capital structure.

As reported by the Troubled Company Reporter, American Media said
on July 2, that it had reached an agreement with more than
90% of its bondholders/shareholders for the company's debt in
connection with the debt-for-equity exchange.

The actual launch of the exchange offering occurred July 15.  The
consummation of the offers is conditioned upon the satisfaction or
waiver of certain conditions as is customary in these types of
deals.

AMI is offering to exchange all of its outstanding 14% Senior
Subordinated Notes due 2013 for a combination of cash and shares
of common stock of American Media, Inc.  Bondholders are being
offered $269.52 in cash and 335.62 shares of AMI common stock for
each $1,000 of principal amount exchanged.  The total aggregate
principal amount of outstanding subordinated notes as of the
launch of the exchange is approximately $356 million.

AMI is also offering to purchase each $1,000 principal amount of
its $23.7 million aggregate principal amount of outstanding PIK
Notes for $1,020.

AMI projects that its debt will be reduced by $200 million and its
leverage reduced from 7.2x to 5.1x following the transaction.  AMI
said the transaction gives it significant flexibility, with $50
million of free cash flow on a pro forma basis.

Moelis & Company served as AMI's financial advisor in the
transaction.

                       About American Media

Based in New York, American Media, Inc., publishes celebrity
journalism and health and fitness magazines in the U.S. These
include Star, Shape, Men's Fitness, Fit Pregnancy, Natural Health,
and The National Enquirer.  In addition to print properties, AMI
manages 14 different Web sites.  The company also owns
Distribution Services, Inc., the country's #1 in-store magazine
merchandising company.

In June 2010, Standard & Poor's Ratings Services lowered its
rating on Boca Raton, Fla.-based American Media Inc. to 'D' from
'CCC.'  The ratings downgrade reflects American Media's ongoing
deferral of its May 1, 2010 interest payment on the 14% notes.
The Company stated that 75% of noteholders consented that the
May 1, 2010 interest payment be deferred until June 21, 2010.

In July 2010, Moody's Investors Service downgraded American Media
Operations, Inc.'s Probability of Default Rating to 'Ca' from
'Caa2' following the company's announcement that it has commenced
an exchange offer for all of its 14% Senior Subordinated Notes due
2013.  In conjunction with the exchange announcement, Moody's put
on review for possible upgrade all other ratings given the
expected decrease in debt obligations by approximately $200
million net of expected fees and related expenses.

The downgrade of the PDR to 'Ca' reflects Moody's view that
American Media's proposed offer for all of the $355.8 million
outstanding 14% Senior Subordinate Notes, if successfully
concluded, is an effective distressed exchange event of default.


AMERICANWEST BANCORP: To File for Chapter 11; To Sell Bank
----------------------------------------------------------
AmericanWest Bancorporation disclosed an agreement to sell and
recapitalize its wholly owned subsidiary, AmericanWest Bank, which
will significantly strengthen the Bank's balance sheet and restore
its compliance with regulatory capital requirements.

SKBHC Holdings LLC, a private investor led by experienced banking
professionals, and an affiliated entity, have signed an Asset
Purchase Agreement with the Holding Company to acquire all of the
common stock of the Bank for a cash payment to the Holding Company
of $6.5 million, subject to a competitive bidding process.  If
SKBHC is the successful bidder, the agreement calls for SKBHC to
recapitalize the Bank with additional capital of up to $200
million as required to satisfy the capital requirements imposed by
the Bank's federal and state regulators.

To facilitate these transactions, the Holding Company intends to
voluntarily file a petition in the U.S. Bankruptcy Court under
Chapter 11 of the Bankruptcy Code.  Consistent with the Court's
procedure under Section 363 of the Code, the Court would supervise
a competitive bidding process for the Bank's common stock.  Any
competing bidder also is expected to be required to recapitalize
the Bank to an appropriate level and demonstrate the ability to
promptly receive required regulatory approvals.

The Chapter 11 filing would affect only the Holding Company and
would exclude its banking subsidiary, AmericanWest Bank and its
Far West Bank division, which operate separately from the Holding
Company.  AmericanWest Bank operates under the name of Far West
Bank in Utah.

"This transaction will give AmericanWest Bank and Far West Bank
the capital to become 'well-capitalized' and to meet the capital
requirements defined by the Bank's regulators -- without any
financial assistance from the government or taxpayers," said Pat
Rusnak, President & CEO of AmericanWest Bancorporation.  "We are
pleased to have found a partner with extensive banking experience
and a strong interest in enabling AmericanWest Bank to grow as a
viable competitor that serves thousands of individuals and
businesses in our communities."

"Throughout this process, the Bank will continue to provide
customers with the same great service they have come to expect,"
said Rusnak.  "Customers will have full access to their accounts
and the Bank's other services.  Our most recent financial results
demonstrate that the Bank has significant liquidity to meet its
financial obligations.  And customers can rest assured that their
deposits continue to be safe, and, as always, are insured to the
fullest extent possible by the FDIC."

"This recapitalization of the Bank will satisfy the only
significant regulatory requirement that the Bank has not yet
achieved through its recovery process.  The additional capital
will enable us to do even more to meet the needs of our loan
customers going forward, and will allow us to return to more
normal lending levels after 18 months of dramatically curtailed
lending activities due to the constraints that resulted from our
lower capital levels," he added.

The Bank maintains strong levels of liquidity to meet its
obligations.  In another news release issued the Holding Company
announced that its total balance sheet liquidity as of
September 30, 2010 -- comprised of cash, cash equivalents and
securities -- stood at $334 million, up from $233 million on
June 30, 2010.

The Bank is regulated separately from the Holding Company, both at
the federal and state levels.  In compliance with regulatory
orders in place since August 2008, the Bank has not paid dividends
or transferred funds to the Holding Company since the third
quarter of 2008, thus ensuring that the Bank's resources remain at
the Bank level.

The Holding Company's Board of Directors has unanimously approved
the transaction with SKBHC and the Holding Company intends to
petition the Bankruptcy Court to expedite its approval of the
proposed sale and recapitalization of the Bank.  The Holding
Company believes the transaction, which is also subject to
regulatory as well as Court approval, will be completed by the end
of this year.

"We have been actively engaged over the past two years in seeking
additional capital, but no qualified investor has been willing to
put new capital into the Holding Company without resolution, such
as a discounted settlement, of its existing creditor claims," said
Craig D. Eerkes, Chairman of the Board of the Holding Company.
"The Court-supervised Chapter 11 process will give the Holding
Company an effective way to handle those claims while preserving
the value of the Bank's franchise for the community."

The Holding Company does not expect to have sufficient assets to
satisfy all of the claims of its creditors.  The Holding Company
expects that, as a result, creditors will receive less than the
value of their claims and that the Holding Company will have no
remaining assets to distribute to shareholders.

Scott Kisting, Chairman and Chief Executive Officer of SKBHC,
said, "We at SKBHC Holdings LLC believe that community banking has
a bright future in the Inland Northwest and Utah.  A well-regarded
community bank like AmericanWest Bank can play a role in that
future.  If the court and the regulators approve the proposed
transaction, SKBHC will invest up to $200 million of our $750
million in funding commitments, as well as the expertise and
dedication of our experienced senior executive team, to
recapitalize AmericanWest Bank and position it to grow."

Sandler O'Neill + Partners, L.P. served as the Holding Company's
financial advisor, and Morrison & Foerster LLP served as the
Holding Company's legal advisor, and the Holding Company intends
to apply for both to continue advising the Holding Company on the
transaction during the pendency of the bankruptcy proceeding.
SKBHC's legal advisor is Skadden, Arps, Slate, Meagher & Flom LLP.

                  About AmericanWest Bancorporation

AmericanWest Bancorporation is a bank holding company whose
principal subsidiary is AmericanWest Bank, which includes Far West
Bank in Utah operating as an integrated division of AmericanWest
Bank.  AmericanWest Bank is a community bank with 58 financial
centers located in Washington, Northern Idaho and Utah.


ATA AIRLINES: Jury Slaps $66MM Fine on FedEx for Canceling Pact
---------------------------------------------------------------
Patrick Fitzgerald, writing for Dow Jones' Daily Bankruptcy
Review, reports that a federal jury in Indianapolis, Indiana,
ruled that FedEx Corp. should pay $66 million for canceling a
military shipping contract with ATA Airlines Inc. that accounted
for most of ATA's revenue and directly led to ATA's decision to
shut down.

ATA filed for Chapter 11 protection on April 2, 2008, its second
bankruptcy in four years, after FedEx terminated their agreement.
The contract, which provided transportation for members of the
U.S. military and their families, brought in $335 million a year
in revenue, according to ATA.

DBR notes FedEx denied responsibility for ATA's failure and said
any delay in transporting military personnel was the result of
ATA's failure to perform under their contract.

DBR relates that in an interview Monday afternoon, FedEx
spokeswoman Sandra Munoz said, "With all due respect to the jury,
we disagree with their decision."  Ms. Munoz said that with
respect to an appeal, the company is "reviewing its options."

While the jury award means some additional cash for creditors, the
decision comes too late to save ATA, which has liquidated its
assets, according to DBR.

                        About ATA Airlines

Headquartered in Indianapolis, Indiana, ATA Airlines, Inc., was a
diversified passenger airline operating in two principal business
lines -- a low cost carrier providing scheduled passenger service
that leverages a code share agreement with Southwest Airlines; and
a charter operator that focused primarily on providing charter
service to the U.S. government and military.

ATA Airlines and its affiliates filed for Chapter 11 protection on
October 26, 2004 (Bankr. S.D. Ind. Case Nos. 04-19866, 04-19868
through 04-19874).  The Honorable Basil H. Lorch III confirmed the
Debtors' plan of reorganization on January 31, 2006.  The Debtors'
emerged from bankruptcy on February 28, 2006.

Global Aero Logistics acquired certain of ATA's operations after
its first bankruptcy.  The remaining ATA affiliates that were not
substantively consolidated in the company's first bankruptcy case
were sold or otherwise liquidated.

ATA Airlines filed for Chapter 22 on April 2, 2008 (Bankr. S.D.
Ind. Case No. 08-03675), citing the unexpected cancellation of a
key contract for ATA's military charter business, which made it
impossible for ATA to obtain additional capital to sustain its
operations or restructure the business.  ATA discontinued all
operations subsequent to the bankruptcy filing.  ATA's Chapter 22
bankruptcy petition lists assets and liabilities each in the range
of $100 million to $500 million.

The Debtor was represented in its Chapter 22 case by Haynes and
Boone, LLP, and Baker & Daniels, LLP, as bankruptcy counsel.

The United States Trustee for Region 10 appointed five members to
the Official Committee of Unsecured Creditors.  Otterbourg,
Steindler, Houston & Rosen, P.C., served as bankruptcy counsel to
the Committee.  FTI Consulting, Inc., acted as its financial
advisors.

ATA Airlines submitted to the Court its Chapter 11 Plan of
Reorganization and accompanying Disclosure Statement on
December 12, 2008, two weeks after it completed the sale of its
key assets to Southwest Airlines Inc.  The First Amended Chapter
11 Plan was confirmed on March 26, 2009.  The Plan became
effective March 31, 2009.


AWAL BANK: To Be Test Case for Limited Chapter 11 Use
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Awal Bank BSC, which filed a Chapter 11 petition on
Oct. 21 to complement a Chapter 15 case begun in September 2009,
may become a test case for companies in bankruptcy simultaneously
in several countries.

Mr. Rochelle recounts that the bank began bankruptcy
administration proceedings in Bahrain in July 2009.  In the
Chapter 15 case in New York, the bankruptcy judge recognized
Bahrain as the home of the foreign main proceeding, which meant
that the foreign court would be largely responsible for collecting
assets and making distributions to creditors.  Awal filed the
Chapter 11 petition this month in New York because the ability to
bring lawsuits is limited in Chapter 15.

According to Mr. Rochelle, Awal said it needs Chapter 11 powers so
that its administrator can sue in the U.S. to recover preferences
and fraudulent transfers.  The bank wants U.S. Bankruptcy Judge
Allan Gropper to rule that the Chapter 11 case may have "very
limited scope."  At a hearing October 26, Awal's administrator
asked Judge Gropper to rule that there should be no creditors'
committee and no filing of lists of creditors.

The bank, the report relates, also wants to remove the requirement
that lawyers and other professionals be retained with approval of
the bankruptcy court.  The bank believes professionals should be
paid in the foreign proceeding without U.S. bankruptcy court
approval.

Awal's administrators want the assets collected in the U.S. to be
distributed by the court in Bahrain under foreign law.

Judge Gropper said at a hearing October 26, "I don't think I'm
going to grant you very much today -- though I might let you apply
for it with more notice."

                          About Awal Bank

Awal Bank BSC is a Bahrain lender owned by Saudi Arabian Saad
Group.  Awal Bank was principally an investment company that
provides wholesale banking services in Bahrain including the
acceptance of deposits and the making of loans.

Awal Bank was taken into administration by the Central Bank of
Bahrain on July 30, 2009, after defaulting on loans.  U.S. lawyers
for the bank said last year that under Bahrain law, Awal's
administrator had two years to decide if the bank should liquidate
or be returned to management and shareholders.

Stewart Hey, Esq., at Charles Russell LLP, as external
administrator of Awal Bank BSC, made a voluntary petition under
Chapter 15 of the U.S. Bankruptcy Code for the bank (Bankr.
S.D.N.Y. Case No. 09-15923) on Sept. 30, 2009, following the
administration proceedings.

Earlier this year, the bank began experiencing a liquidity
squeeze, brought on in part, by the global economic crisis.  The
bank has ceased to operate as a going concern since it was place
into administration.  In the Chapter 15 petition, the bank
estimated both assets and debts at more than $1 billion.

Awal Bank filed a chapter 11 petition (Bankr. S.D.N.Y. Case
No. 10-15518) in Manhattan on October 21, 2010.  The Debtor
estimated $50 million to $100 million and debts in excess of
$1 billion as of the petition date.


BARBARA SMITH: Case Summary & 9 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Barbara Lewis Smith
          dba Etta's Motel
        5941 Moncrief Road West
        Jacksonville, FL 32219

Bankruptcy Case No.: 10-09288

Chapter 11 Petition Date: October 25, 2010

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

Debtor's Counsel: Albert H. Mickler, Esq.
                  MICKLER & MICKLER
                  5452 Arlington Expressway
                  Jacksonville, FL 32211
                  Tel: (904) 725-0822
                  E-mail: cmickler_32277@yahoo.com

Scheduled Assets: $1,119,431

Scheduled Debts: $1,143,303

A list of the Debtor's nine largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/flmb10-09288.pdf

Debtor-affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Lewis-Smith Mortuary Inc.              10-9280    10/25/10


BEN ENNIS: Case Summary & 15 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Ben Ennis
          dba Ennis Homes, LLC
              Ennis Commercial Properties, LLC
              ECP Florin Road, LLC
              Sequoia Land Development, Inc.
              EHA Modesto, LLC
              EHA Modesto II, LLC
              EHA-Atascadero, LLC
              EHA-Tulare, LLC
              Six Palms Ranch, a General Partnership
              Ennis Properties, LLC
              Ennis Enterprises, LLC
              Posters by Impact, Inc.
        1540 N. Lombardi Street
        Porterville, CA 93257

Bankruptcy Case No.: 10-62315

Chapter 11 Petition Date: October 25, 2010

Court: U.S. Bankruptcy Court
       Eastern District of California (Fresno)

Judge: Whitney Rimel

Debtor's Counsel: Riley C. Walter, Esq.
                  8305 N. Fresno Street, #410
                  Fresno, CA 93720
                  Tel: (559) 435-9800

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

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

Debtor-affiliates filing separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Brian G. Ennis                     10-61970               10/15/10
Ennis Commercial Properties, LLC   10-12709               03/16/10
Ennis Enterprises 190, LLC         09-15237               06/05/09
Ennis Homes, Inc.                  09-10848               02/02/09
Pamela R. Ennis                    10-61725               10/08/10
St. James & Ennis Hanford          09-17500               07/17/09
Investment

Debtor's List of 15 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Wells Fargo Bank, N.A.             --                  $41,842,908
2120 Park Place, 1st Floor, Suite 100
El Segundo, CA 90245-4714

Citizens Business Bank             --                  $34,410,452
9100 Ming Avenue, Suite 120
Bakersfield, CA 93311-0000

Bank of America                    --                  $33,687,836
333 S. Hope Street, 11th
Los Angeles, CA 90071-1497

Bank of the Sierra                 --                  $26,833,223
P.O. Box 1930
Porterville, CA 93258-000

RaboBank                           --                  $15,636,589
45 River Park Place West, Suite 507
Fresno, CA 93720-0000

Wells Fargo Real Estate Managed    --                   $9,364,504
A.G.
2120 Park Place, Suite 100
El Segundo, CA 90245-0000

United Security Bank               --                   $6,363,537
7088 N. First Street
Fresno, CA 93720-0000

GE Capital                         --                   $5,116,369
6464 185th Avenue NE, #100
Redmond, WA 98052-5048

Visalia Community Bank             --                   $4,742,067
1685 N. Helm Avenue
Fresno, CA 93727-1637

Keith Watkins                      --                   $2,480,000
14852 Lipson Avenue
Maricopa, CA 93252-0000

Daryl C. and Victoria M. Nicholson --                   $2,400,000
26914 Avenue 140
Porterville, CA 93257-0000

Valley Business Bank               --                   $1,698,074
918 W. Main Street
Visalia, CA 93291-0000

Tri-Counties Bank                  --                   $1,084,604
5201 California Boulevard, Suite 102
Bakersfield, CA 93309-0000

Lieng Hong Vang                    --                     $347,472
PMZ 336
1279 W. Henderson
Porterville, CA 93257-0000

WestAmerica Bank                   --                      $12,789


BIG3D INC: 9th Cir. BAP Rejects Retroactive Adequate Protection
---------------------------------------------------------------
WestLaw reports that a bankruptcy court did not abuse its
discretion in denying a request by a creditor for retroactive
adequate protection, from the date that the debtor's Chapter 11
case was filed to the date of the filing of its motion for
adequate protection, even though the creditor, prior to
commencement of the debtor's Chapter 11 case, had obtained a state
court order for possession of the large piece of specialized
machinery which secured its claim.  There was a lack of evidence
as to how long it would have taken the creditor to disassemble,
remove and sell this machinery had the debtor's bankruptcy
petition not intervened.  Moreover, there was evidence that the
depreciation in the value of the machinery was not from the
debtor's use thereof, but from "deteriorating economic
circumstances" that commenced at some unspecified date after the
petition was filed. The amount of adequate protection to which an
undersecured creditor is entitled is equal to the amount of
depreciation its collateral suffers after it would have exercised
its state court remedies.  In re Big3D, Inc., ---B.R.----, 2010 WL
4174264, slip op. http://is.gd/gmasm(9th Cir. BAP).

Big3D, Inc., located in Frsno, Calif., operates a commercial
printing business, specializing in printing on plastic lenses to
produce a three dimensional effect.  Big3D sought Chapter 11
protection (Bankr. E.D. Calif. Case No. 08-16768) on Oct. 23,
2008, and is represented by Hilton A. Ryder, Esq. --
hilton.ryder@mccormickbarstow.com -- and Scott M. Reddie, Esq. --
scott.reddie@mccormickbarstow.com -- at McCormick Barstow Sheppard
Wayte & Carruth, LLP, in Fresno.  The Debtor disclosed $2,985,500
in assets and $7,866,251 in liabilities at the time of the filing.


BLOCKBUSTER INC: Receives Final Court Approval of 'DIP' Financing
-----------------------------------------------------------------
Blockbuster Inc. has received final authorization from the U.S.
Bankruptcy Court for the Southern District of New York to obtain
$125 million in "debtor-in-possession" financing from certain of
the Company's senior noteholders.  This funding is available to
help Blockbuster meet its obligations to customers, suppliers and
employees in the ordinary course as it implements a plan to
recapitalize its balance sheet and substantially reduce debt.

The Court had previously authorized Blockbuster access to $20
million of the DIP financing on an interim basis. Today's final
order allows Blockbuster to access the entire $125 million
facility.

The Court also approved the retention of certain legal and
restructuring advisors and granted Blockbuster authority to pay
certain prepetition claims of movie studios and game providers,
which will help ensure that Blockbuster's customers will continue
to enjoy access to a wide variety of movies, games and television
programs, including new releases the first day they become
available.

On September 23, 2010, Blockbuster announced that it reached
agreement with its senior noteholders on the material terms of a
plan to recapitalize its balance sheet and substantially reduce
debt from nearly $1 billion currently to an estimated $100 million
or less when the plan is implemented.  The Company and its
domestic subsidiaries filed voluntary Chapter 11 petitions to
implement the recapitalization.

Blockbuster has subsequently received final court authorization,
among other things, to:

Pay employees in the usual manner and continue their benefits
without disruption;

Continue honoring the Blockbuster Rewards(R) program, valid
coupons, gift cards and other customer programs;

Continue to maintain cash management systems; and,

Pay certain undisputed pre-petition obligations of certain
essential vendors, suppliers and service providers.

Jim Keyes, chairman and chief executive officer, said: "We are
pleased that the court has granted these final orders, which will
enable us to continue to meet our obligations to customers,
suppliers and employees as we move forward with the
recapitalization process.  We continue to work diligently with our
senior noteholders, the movie studios, the unsecured creditors
committee and other key parties on our recapitalization plan,
which, when implemented, will strengthen our balance sheet and
allow us to continue transforming our business model."

All of Blockbuster's U.S. operations, including its stores, DVD
vending kiosks, by-mail and digital businesses, are open and
serving customers in the normal course.  Blockbuster is fulfilling
all orders as usual.

                     About Blockbuster Inc.

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

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

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

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

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

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

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


BLOCKBUSTER INC: Files Schedules of Assets & Liabilities
--------------------------------------------------------

A - Real Property
      Land, Net of Depreciation                       $8,600,698
      Buildings, Net of Depreciation                   1,639,434

B - Personal Property
B.1   Cash on Hand                                     2,348,084
B.2   Bank Accounts                                   35,516,023
B.3   Security Deposits                                  861,877
B.4   Household goods                                          -
B.5   Book, artwork and collectibles                     695,550
B.6   Wearing apparel                                          -
B.7   Furs and jewelry                                         -
B.8   Firearms and other equipment                             -
B.9   Insurance Policies                            Undetermined
B.10  Annuities                                                -
B.11  Interests in an education IRA                            -
B.12  Interests in pension plans 401(k) Plan                   -
B.13  Stock and Interests                           Undetermined
B.14  Interests in partnerships/joint ventures      Undetermined
B.15  Government and corporate bonds                           -
B.16  Accounts Receivable                             35,951,993
B.17  Alimony                                                  -
B.18  Other Liquidated Debts Owing Debtor                      -
B.19  Equitable or future interests                            -
B.20  Interests in estate death benefit plan                   -
B.21  Other Contingent and Unliquidated Claims      Undetermined
B.22  Patents, copyrights, and others               Undetermined
B.23  Licenses, franchises & other intangibles      Undetermined
B.24  Customer lists or other compilations                     -
B.25  Vehicles                                                 -
B.26  Boats, motors and accessories                            -
B.27  Aircraft and accessories                                 -
B.28  Office Equipment, furnishings & supplies        52,029,314
B.29  Equipment and Supplies for Business             52,010,130
B.30  Inventory                                      275,672,540
B.31  Animals                                                  -
B.32  Crops                                                    -
B.33  Farming equipment and implements                         -
B.34  Farm supplies, chemicals, and feed                       -
B.35  Other Personal Property                        152,741,011

     TOTAL SCHEDULED ASSETS                         $618,066,654
     ===========================================================

C - Property Claimed                                        None

D - Creditors Holding Secured Claims
      11.75% Senior Secured Notes                   $665,831,108

E - Creditors Holding Unsecured Priority Claims     Undetermined

F - Creditors Holding Unsecured Nonpriority Claims   486,105,509
   See http://bankrupt.com/misc/BBI_SAL_ScheduleF.pdf


     TOTAL SCHEDULED LIABILITIES                  $1,151,936,617
     ===========================================================

                       About Blockbuster Inc.

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

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

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

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

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

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

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


BLOCKBUSTER INC: Files Statement of Financial Affairs
-----------------------------------------------------
Thomas Kurrikoff, Blockbuster Inc.'s treasurer and senior vice
president for finance, discloses that Blockbuster Inc. earned
these amounts from its business operations during the two years
before the Petition Date:

             Period                    Amount
             ------                    ------
     2010 YTD, 08/29/10        $1,512,840,406
             2009               3,512,399,256
             2008               4,265,616,234

Blockbuster also earned (i) $224,882 in 2008 for sale of various
equipment and two stores, and (ii) $365,417 in 2010 for business
interruption insurance income related to Hurricane Ike.  Those
incomes are from sources other than the operation of Blockbuster's
business during the two years before the Petition Date.

Within 90 days immediately preceding the Petition Date,
Blockbuster paid $405,733,534 to 6,988 creditors for debts that
are not primarily consumer debts.  A list of the creditors is
available for free at:

       http://bankrupt.com/misc/BBI_SOFA_3b_10222010.pdf

Blockbuster also paid $188,172 for the benefit of 24 creditors,
who are or were insiders, within one year immediately preceding
the Petition Date.  The largest of these payments are made to:

    Creditor/Insider               Amount
    ----------------               ------
    Jack of All Games Inc.     $2,741,659
    Casey, Thomas M.            1,185,759
    Keyes, James W.             1,086,314
    Peterson, Eric H.             626,828
    Lee, Bill R.                  538,508
    Lewis, Kevin                  517,668

Mr. Kurrikoff discloses that Blockbuster is a party to 423
lawsuits and administrative proceedings within one year
immediately preceding the Petition Date.  A list of the lawsuits
is available for free at:

       http://bankrupt.com/misc/BBI_SOFA_4a_10222010.pdf

On May 7, 2010, Blockbuster donated $27,982 in cash to the
Muscular Dystrophy Association Inc., Mr. Kurrikoff says.

The Debtor routinely incurs losses for a variety of reasons
including theft, property damage and merchandise stock rotation,
Mr. Kurrikoff relates.  During the past 12 months, he says,
Blockbuster incurred a total shrink of $15,696,228, which includes
both rental and retail inventory shrink for all stores and
distribution centers.  He notes that the shrink amounts included
both actual shrink recorded as a result of physical inventories
and shrink reserve during the period.

Within one year immediately preceding the Petition Date,
Blockbuster paid these firms at various dates for services
relating to debt counseling and bankruptcy:

    Firm Name                                  Amount
    ---------                                  ------
    Weil, Gotshal & Manges LLP             $4,899,491
    Alvarez & Marsal North America LLC      4,522,725
    Rothschild Inc.                         4,379,243
    Deloitte & Touche LLP                   1,933,217
    Kirkland & Ellis LLP                    1,276,830

Within two years immediately preceding the Petition Date,
Blockbuster transferred these properties, which transfers are not
in the ordinary course of the business:

  Transferee                    Date     Description/Amount
  ----------                    ----     ------------------
  Birchhall Investments Ltd.  08/28/09   Sale of Xtra-Vision
                                         Ltd. in Ireland.
                                         Net cash proceeds is
                                         $13,000,000

  Preferred shareholders      11/14/08   Cash dividends:
                                         $2,812,500

  Preferred shareholders      02/17/09   Cash dividends:
                                         $2,812,481

Blockbuster also transferred two properties on March 2, 2009, to:

  -- BB 2009 Trust certain trademarks; and
  -- NCR Corporation certain domain name.

Creditor Blockbuster of Tennessee, Ltd., made set-offs against a
debt or deposit of Blockbuster within 90 days preceding the
Petition Date:

  Creditor                              Date        Amount
  --------                              ----        ------
  Blockbuster of Tennessee, Ltd.      07/04/10     $47,930
  Blockbuster of Tennessee, Ltd.      08/01/10      37,530
  Blockbuster of Tennessee, Ltd.      08/29/10      68,915

Blockbuster further reveals its current partners, officers,
directors and shareholders:

                                                       % of
Name/Entity                    Nature of Interest   Interest
-----------                    ------------------   --------
Prentice Capital Mgmt. LP      Equity Holder          8.4%
M.A.M. Investment Ltd.         Equity Holder          7.5%
The Goldman Sachs Group Inc.   Equity Holder          6.5%
Zimmerman, Michael             Equity Holder          5.7%
Intana Management, LLC         Equity Holder          5.0%
Bleier, Edward                 Board Member          <1.0%
Dore, Kathleen                 Board Member          <1.0%
Fernandes, Gary                Board Member          <1.0%
Fitzsimmons, Joseph            Board Member          <1.0%
Haimowitz, Jules               Board Member          <1.0%
Keyes, James W.                Chairman and CEO      <1.0%
Kurrikoff, Tom                 SVP and Treasurer      None
Lewis, Bruce                   SVP and Controller    <1.0%
Lewis, Kevin                   SVP of Digital         None
McDonald, Rod                  VP/Sec./Gen. Counsel   None
McGill, Dennis                 EVP & CFO              None
Meyer, Gregory                 Board Member          <1.0%
Zelnick, Strauss               Board Member          <1.0%

                       About Blockbuster Inc.

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

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

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

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

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

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

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


BLOCKBUSTER INC: Weil Gotshal Says It's "Disinterested"
-------------------------------------------------------
Weil, Gotshal & Manges LLP, the Debtors' proposed bankruptcy
counsel, contends that Lyme Regis Partners LLC's objection to its
proposed retention is singularly devoid of merit.

To recall, Lyme Regis has asked the Court to deny the Debtors'
application to employ Weil Gotshal as their attorneys, saying the
firm is not disinterested within the meaning of Section 101(14) of
the Bankruptcy Code.

Stephen Karotkin, Esq., at Weil, Gotshal & Manges LLP, in New
York, argues that his Firm has provided comprehensive disclosure
with respect to all companies, creditors, vendors and other
entities that are associated with the Debtors and also have
relationships with it.

As stated in his affidavit, Mr. Karotkin insists that Weil Gotshal
does not represent any entity, other than the Debtors, in the
Chapter 11 cases and has been meticulous in its conflicts check
procedures and disclosures to ensure that the Firm is a
disinterested party as defined by Section 101(14) of the
Bankruptcy Code, as modified by Rule 2014(a) of the Federal Rules
of Bankruptcy Procedure.

The suggestion that Weil Gotshal has been disabling conflicts and
is causing the Debtors to favor certain creditors is unfounded,
baseless and not supported by any cognizable facts or legal
authority, Mr. Karotkin argues.  The fact that Lyme Regis, an
obvious distressed debt trader, made a bad investment by
purchasing not only unsecured but contractually subordinated debt,
does not give it license to submit frivolous pleadings, he points
out.

"Indeed, based on the pleadings Lyme Regis has already filed in
the short period these cases have been pending, it seems clear
that Lyme Regis is utilizing a timeworn and unproductive scorched-
earth strategy to leverage its deeply subordinated position," Mr.
Karotkin tells the Court.  "These tactics should not be
tolerated," he adds.

                       About Blockbuster Inc.

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

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

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

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

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

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

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


BLOCKBUSTER INC: Rothschild Responds to Indemnification Objection
-----------------------------------------------------------------
Prior to filing their bankruptcy cases, Blockbuster Inc. retained
Rothschild Inc. to provide financial advisory and investment
banking services to support the Debtors' restructuring, Richard F.
Hahn, Esq., at Debevoise & Plimpton LLP, in New York --
rfhahn@debevoise.com -- relates.

Mr. Hahn contends that the U.S. Trustee's objection to the
Debtors' application to employ Rothschild as financial advisor
takes exception to two terms in Rothschild's Engagement Letter --
reimbursement of Rothschild's legal fees and indemnification of
certain affiliates of Rothschild, including officers, directors,
agents and employees.  He notes that none of the parties with an
economic stake in the cases has joined the Objection.

The retention provisions that are the subject of the Objection
have appeared in countless other engagement letters and have
regularly been approved -- without objection from the U.S. Trustee
-- as reasonable by other Courts in the Southern District of New
York and elsewhere, Mr. Hahn argues.

Hence, Rothschild submits that the U.S. Trustee's Objection is
misplaced and should, accordingly, be overruled.

                       About Blockbuster Inc.

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

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

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

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

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

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

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


BLOCKBUSTER INC: Committee Opposes Early Payment to Studios
-----------------------------------------------------------
The Official Committee of Unsecured Creditors formed in
Blockbuster Inc. said it has tried to work cooperatively with the
Debtors to address the merits of the Debtors' request to pay
certain prepetition claims of movie studios and game providers,
and resolve the Creditors Committee's concerns for the relief
requested by the Debtors.

Counsel to the Committee, Jay R. Indyke, Esq., at Cooley LLP, in
New York -- jindyke@cooley.com -- relates that the Debtors have
agreements on account of Revenue Sharing Transactions, which
account for 50% of Blockbuster's rental revenue with six Major
Studios, five of which will expire by December 31, 2010.  Yet the
Debtors do not seek to condition payment to the five Major Studios
on their agreement to extend the terms of these contracts, Mr.
Hahn says.  Rather, the Debtors suggest that they will simply
"negotiate in good faith" with these Studios to extend their
agreements at the appropriate time.

Mr. Hahn tells Judge Burton R. Lifland that the Creditors
Committee is not satisfied that this approach provides the estate
with sufficient assurance that the Studios will continue to
support the Debtors' reorganization effort once they are paid in
full on account of their prepetition claims.  Similarly, he notes,
the accommodation agreements, which the Debtors propose to enter
into with certain Participating Unsecured Studios, do not
condition the Debtors' prepetition claim payments on the
Participating Unsecured Studios' agreement to supply product on
customary terms for the duration of the Debtors' reorganization
effort.

"In other words, other than placating an important creditor
constituency, it is not clear that this estate is receiving any
benefit in exchange for payment of the Studios' substantial
prepetition claims, attorneys' fees and the release of any and all
claims against them, including avoidance actions," Mr. Hahn
argues.

The Creditors Committee submits that it recognizes the importance
of the requested relief to the Debtors' overall reorganization
effort and may support the Studio Motion in the event that payment
of the Studio Claims is conditioned upon the Studios' agreement to
supply Product on customary terms through the effective date of a
Chapter 11 plan, either by extension of an existing agreement or
execution of an Accommodation Agreement.

The Creditors Committee also asks that the Debtors be directed to
consult with it prior to extending any existing agreements or
executing Accommodation Agreements with the Studios, so as to
provide it with a reasonable opportunity to resolve any concerns
with the agreements consensually with the Debtors or, if
necessary, with the involvement of the Court.

                       Debtors Talk Back

The Debtors contend that Lyme Regis Partners, LLC's objection to
the Studio Motion should be overruled because the testimony of
James Keyes, Blockbuster's chief executive officer, provided ample
evidence to support the request.  They add that Jeffery Stegenga,
the Debtors' chief restructuring officer, possessed sufficient
personal knowledge in the matters relating to the Studio Motion.

The Debtors further argue that the Court's guidelines with respect
to prepackaged plans in Chapter 11 cases are inapplicable to the
relief requested in the Studio Motion.

                 Lyme Regis Demands Discovery

In another filing, Lyme Regis asks the Court to defer ruling on
the Studio Motion until after it has had an opportunity to
propound written and deposition discovery.  Lyme Regis also asks
for the opportunity to cross-examine witnesses before the Court
and to present evidence, both through witnesses and documents,
prior to the Court arriving at a decision on the Studio Motion.

                      $118MM in Studio Claims

To ensure it has adequate Product to meet customer demand,
Blockbuster enters into various agreements with certain movie and
game suppliers for the purchase of physical and digital copies of
Product.  Given the unique nature of the Product as proprietary,
copyrighted material, the Studios are, in most cases, the only
parties that can supply Blockbuster with the requisite Product.

The Debtors are seeking:

  (1) authority to pay the undisputed outstanding prepetition
      obligations owed to:

      * the Secured Studios, consisting of Warner Home Video,
        Twentieth Century Fox Home Entertainment LLC and Sony
        Pictures Home Entertainment Inc., in accordance with
        that certain lien agreement dated March 31, 2010,
        between non-debtor affiliate Blockbuster Canada Co. and
        the Secured Studios; and

      * those certain unsecured studios with which Blockbuster
        may, in its sole discretion, enter into, on a
        postpetition basis, an accommodation agreement; and

  (2) administrative expense priority status for all undisputed
      obligations arising on account of the Studios' claims on a
      postpetition basis.

Blockbuster estimates that, as of the Petition Date, it owes
approximately $68.5 million to the Secured Studios and
$49.6 million to the Unsecured Studios.  Blockbuster further
estimates that, within the Interim Period, approximately
$28 million must be paid to the Secured Studios and approximately
$12.4 million must be paid to the Unsecured Studios.

                       About Blockbuster Inc.

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

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

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

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

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

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

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


BLUEWATER HLD: Run by Delta Partners Staff While in Ch. 11
----------------------------------------------------------
Craig M. Douglas at Boston Business Journal reports that Bluewater
Holdings Corp. is being run by Igor Popov, a turnaround
professional and principal with Delta Partners.  Delta Partners is
a private equity and reorganization specialist based in Annapolis,
Maryland.

Philip C. Silverman, Esq., at Anderson Aquino LLP, in Boston,
Massachusetts, serves as counsel to the Debtor.

Bluewater Holdings Corp. provides sewage and water-treatment
services for the public and private sectors.

Bluewater Hld Corp. filed for Chapter 11 on Oct. 19, 2010 (Bankr.
D. Mass. Case No. 10-21384).  The Debtor estimated assets and
debts of $1 million to $10 million as of the Chapter 11 filing.


BRAVO ENTERPRISES: Case Summary & Largest Unsecured Creditor
------------------------------------------------------------
Debtor: Bravo Enterprises LLC
        11009 6240 Way
        Montrose, CO 81401

Bankruptcy Case No.: 10-37021

Chapter 11 Petition Date: October 25, 2010

Court: United States Bankruptcy Court
       District of Colorado (Denver)

Judge: Sidney B. Brooks

Debtor's Counsel: Phillip Jones, Esq.
                  200 N. 6th St
                  P.O. Box 338
                  Grand Junction, CO 81502
                  Tel: (970) 242-6262
                  E-mail: pjones@wth-law.com

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

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

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

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Dana Clarkson             Loan                   $6,335
604 S. 3rd Street
Montrose, CO 81401

The petition was signed by John cochran Pladson, member and
manager.


CANWEST GLOBAL: Restructuring Plan Successfully Implemented
-----------------------------------------------------------
2737469 Canada Inc., formerly, Canwest Global Communications Corp.
disclosed that the purchase and sale transaction with Shaw
Communications Inc. contemplated by the amended and restated
consolidated plan of compromise, arrangement and reorganization of
Canwest Global Communications Corp., Canwest Media Inc. and
certain of CMI's subsidiaries has been completed.

Accordingly, the Company has disposed of all of its operating
assets and ceased to carry on business.  In addition, the
Company's subordinate voting shares and non-voting shares have
been delisted from the TSX Venture Exchange, the Company has
changed its name to 2737469 Canada Inc., and the directors and
officers of the CMI Entities have resigned from their positions.
It is anticipated that FTI Consulting Canada Inc., the Court-
appointed monitor of the CMI Entities, will commence bankruptcy
proceedings in respect of the Company, CMI and certain other CMI
Entities in due course.

The Plan was successfully implemented in accordance with its terms
and conditions and pursuant to the previously announced order of
the Ontario Superior Court of Justice sanctioning the Plan.  The
Monitor will conduct distributions to affected creditors of
certain of the CMI Entities as contemplated by the Plan and the
Sanction Order.

Shareholders of the Company are referred to the information notice
attached as Appendix "A" to this news release.

                     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.


CARPENTER CONTRACTORS: Case Summary & Creditors List
----------------------------------------------------
Debtor: Carpenter Contractors of America, Inc.
          dba R&D Thiel
        941 SW 12th Avenue
        Pompano Beach, FL 33069

Bankruptcy Case No.: 10-42604

Chapter 11 Petition Date: October 25, 2010

Court: U.S. Bankruptcy Court
       Southern District of Florida (Fort Lauderdale)

Judge: Raymond B. Ray

Debtor's Counsel: Chad P. Pugatch, Esq.
                  101 NE 3 Avenue, Suite 1800
                  Ft. Lauderdale, FL 33301
                  Tel: (954) 462-8000
                  E-mail: cpugatch.ecf@rprslaw.com

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

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

The petition was signed by Bill D. Fritsch, vice president.

Debtor's List of 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Bill Giblin                        Worker's               $468,474
1010 Curtiss, #B2                  Compensation
Downers Grove, IL 60515            Claim

Ken Thilmont                       Worker's               $136,883
N2020 City Road, LT 431            Compensation
Lake Geneva, WI 53147              Claim

Donald Boettcher                   Worker's                $82,850
409 Douglas Street                 Compensation
Belvidere, IL 61008                Claim

G-Plex, Inc.                       Trade Debt              $57,181

JIM GUSTAFSON                      Worker's                $55,471
                                   Compensation
                                   Claim

Bluelinx Corporation               Trade Debt              $52,010

Suncoast Contractors               Trade Debt              $47,954

Imperial Credit Corp.              Trade Debt              $47,876

Chicago Carpenters TR              Trade Debt              $38,896

Alpine Engineered Pro              Trade Debt              $37,551

DJT, LLC                           Trade Debt              $36,000

General Electric CAPI              Trade Debt              $35,517

ITW Building Componen              Trade Debt              $34,825

Manuel Robledo                     Worker's                $34,775
                                   Compensation
                                   Claim

Anasco Inc                         Trade Debt              $32,421

Construction Industry              Trade Debt              $31,057

GECF Business Propert              Trade Debt              $27,966

Marsh USA Inc.                     Trade Debt              $20,330

Weyerhauser                        Trade Debt              $19,187

Sy's Supplies, Inc.                Trade Debt              $17,304


CHESTER DOWNS: S&P Assigns 'B+' Rating to $40 Mil. Loan
-------------------------------------------------------
Standard & Poor's Ratings Services assigned its issue-level and
recovery ratings to Chester Downs & Marina LLC's incremental
$40 million term loan.  S&P rated the notes 'B+' (two notches
higher than the 'B-' corporate credit rating on the company) with
a recovery rating of '1', indicating S&P's expectation of very
high (90% to 100%) recovery in the event of a payment default.
Chester will use the proceeds to repay an intercompany loan and
for general corporate purposes, including capital expenditures.

All other outstanding ratings on the company, including the 'B-'
corporate credit rating, remain unchanged.  The rating outlook is
stable.

"The 'B-' corporate credit rating on Chester Downs and Marina
reflects the aggressive financial policy and weak credit quality
of the indirect majority owner and property manager Harrah's
Entertainment Inc.," said Standard & Poor's credit analyst Melissa
Long.

Through its subsidiary Harrah's Operating Co. Inc., Harrah's
Entertainment's ownership stake in Chester Downs and Marina grew
to 95% from about 67% following the refinancing last year.  Given
HET's substantial majority controlling position, S&P views the
credit quality of Chester Downs and Marina as linked to that of
HET.  S&P believes that a bankruptcy at HET could cause a
bankruptcy at Chester Downs and Marina, despite its relatively
moderate financial burden.  S&P believes that HET could decide to
include Chester Downs and Marina in a broader bankruptcy
proceeding, and management could accomplish this by buying out the
minority investors for a relatively insignificant sum.  While a
call right relative to this interest does not currently exist, S&P
expects such a transaction to occur through negotiation.

S&P notes that as a stand-alone entity, Chester Downs and Marina's
moderately leveraged capital structure, minimal capital spending
needs, and strong market demographics offer credit strength that
would support a higher rating.  This is despite its limited
diversity as an operator of a single gaming property and S&P's
expectation for increasing competitive pressure as the
Philadelphia-area gaming market expands.  In addition, S&P
believes the inclusion of this property in Harrah's Total Rewards
player network offers some competitive advantages.

As a private company, Chester Downs and Marina does not publicly
release its financial results.  However, the $230 million term
loan results in a moderately leveraged capital structure.  Still,
despite a business and financial risk profile that would likely
support a higher rating, the rating on Chester Downs and Marina is
linked to S&P's rating on HET ('B-' with a stable outlook), which
reflects a highly leveraged financial risk profile and a very
aggressive financial policy.


CLOPAY AMES: S&P Assigns 'BB-' Corporate Credit Rating
------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' corporate
credit rating to Clopay Ames True Temper Holding Corp. The rating
outlook is stable.

At the same time, S&P assigned a 'BB+' (two notches above the
corporate credit rating) issue-level rating to Clopay Ames'
$125 million asset-based revolving credit facility due 2015 and
$375 million term loan due 2016.  S&P assigned the facilities a
recovery rating of '1', indicating S&P's expectation that lenders
can expect very high (90% to 100%) recovery in the event of a
payment default.  These ratings follow S&P's previous assignment
of preliminary ratings on Sept. 9, 2010.

Proceeds from the proposed financings, combined with cash from
parent company Griffon Corp. (unrated entity) were used to fund
the acquisition of Ames True Temper.

"The 'BB-' corporate credit rating on Clopay Ames True Temper
Holding Corp. (Clopay Ames) reflects S&P's assessment of the
combination of its fair business risk profile and aggressive
financial risk profile," said Standard & Poor's credit analyst
Thomas Nadramia.  The rating also reflects its sizable customer
concentrations in each business segment, exposure to construction
cycles in two (garage doors and tools) of its three business
lines, its somewhat aggressive financial risk profile given S&P's
expectation that the company's pro forma adjusted debt to EBITDA
will be about 3.5x, and the likelihood of further acquisitions.
In addition, the rating takes into account the company's good
diversity across three distinct business segments (specialty
plastics, garage doors, and lawn and garden tools), relatively
stable margins and international presence in its plastics
business, and recognized brands and national footprint in the
garage doors and lawn and garden tools segments.


CRESTWOOD APARTMENTS: Files for Chapter 11 in Indianapolis
----------------------------------------------------------
MREF III Property LLC filed for Chapter 11 protection (Bankr. S.D.
Ind. Case No. 10-16001) on Oct. 22, owing $16.6 million to US Bank
NA, the mortgage holder.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
relates that MREF III is the owner of the 518-unit Crestwood
Apartments in Indianapolis.  The project is 77% rented, with a
monthly rent roll of $204,000.  The owner projects generating cash
flow exceeding $5,000 a month from November through January after
paying $35,000 a month on the mortgage.


CROWNBROOK DEBCO: Fifth Mezzanine Wants Case Dismissed
------------------------------------------------------
Fifth Mezzanine Partners II LP, a major creditor of Nicos Polymer
Group, asked the U.S. Bankruptcy Court for the Southern District
of New York to dismiss Nicos Polymer's Chapter 11 case, and lift
the automatic stay that denies the bank from foreclosing on its
collateral in the company and auction off its assets, according to
reporting by Mike Verespej at Plastic News.

Fifth Mezzanine is trying to block the Company from using cash
collateral from its secured creditors or accessing $1 million in
postpetition financing that the Company has arranged to pay
ongoing expenses.  A hearing on the request is set for Oct. 28,
2010.

Plastic News reports that the bank said the Company owes
$20.3 million and not $18.33 million as what the Company claims it
to be.

According to papers filed with the Court, the Company had debts of
more than $22 million as of Oct. 13, 2010, compared to an
aggregate net book value of cash, accounts receivable, inventory,
fixed assets and other assets that were just $4.3 million.

                      About Nicos Polymers

Nicos Polymers Group -- http://www.nicospolymers.com/-- is an
industrial plastics recycler.  CrownBrook Debco LLC, formed by an
investment group, purchased Nicos Polymers in 2007.

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


D & L EQUIPMENT: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: D & L Equipment Inc.
        3203 Brooklyn Road
        Jackson, MI 49201

Bankruptcy Case No.: 10-72623

Chapter 11 Petition Date: October 25, 2010

Court: United States Bankruptcy Court
       Eastern District of Michigan (Detroit)

Judge: Walter Shapero

Debtor's Counsel: Thomas R. Morris, Esq.
                  SILVERMAN & MORRIS, PLLC
                  7115 Orchard Lake Rd., Suite 500
                  West Bloomfield, MI 48322
                  Tel: (248) 539-1330
                  E-mail: morris@silvermanmorris.com

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

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

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/mieb10-72623.pdf

The petition was signed by M. David Conlon, president.


DIGG INC: Cuts 37% of Staff Amid High Burn Rate, Exec Departures
----------------------------------------------------------------
Digg Inc. CEO Matt Williams told employees in a blog posted on the
firm's Web site, the company will downsize its staff from 67 to 42
people.

"The fact is our business has a burn rate that is too high.  We
must significantly cut our expenses to achieve profitability in
2011.  We've considered all of the possible options for reduction,
from salaries to fixed costs.  The result is that, in addition to
lowering many of our operational costs, I've made the decision to
downsize our staff from 67 to 42 people," Mr. Williams said on
Monday.

Patrick Hoge, writing for The San Francisco Business Times,
reports that two high level executives have left or stepped aside
at Digg.  According to The Business, Chas Edwards, who became
chief revenue officer at Digg in May 2009, issued a blog statement
saying he was going to Mountain View-based Pixazza, a two-year old
company that uses technology to enhance the use of imagery for
advertising, to be chief revenue officer and head of publisher
development.  Mr. Edwards, who previously co-founded Federated
Media, said he will continue as a strategic advisor to Digg.

Business Times also reports that longtime Digg chief financial
officer John Moffett started this month as CFO at Vizu, a venture-
backed online advertising market research company located in San
Francisco, according to his LinkedIn profile.

Xconomy's chief correspondent Wade Roush notes Mr. Williams joined
Digg as CEO in September, replacing interim CEO Kevin Rose, who
had presided over an overhaul of the site that proved deeply
unpopular with some users.

Digg Inc. is a news aggregation Web site.  According to its Web
site, Digg "is a place for people to discover and share content
from anywhere on the web.  From the biggest online destinations to
the most obscure blog, Digg surfaces the best stuff as voted on by
its users."


DOUGLAS RAY: State Breach Claims Beyond Bankr. Court's Reach
------------------------------------------------------------
In Battle Ground Plaza, LLC, v. Douglas Ray; Estate of Irwin
Jessen; Dean Maldonado, case no. No. 09-60005 (9th. Cir.), the
United States Court of Appeals examines whether a bankruptcy court
retains jurisdiction over a collateral attack -- based on a state
breach of contract theory -- on its previous sale order, having
already approved a Chapter 11 Plan, including the sale of real
property, closed the case, overseen payment of creditors, and
discharged the debtor.  Circuit Judges Michael Daly Hawkins, M.
Margaret McKeown and Carlos T. Bea find that the bankruptcy court
lacked jurisdiction over the state law breach of contract claims,
and the case must be dismissed.  The Clark County Court was
perfectly capable of taking jurisdiction and assessing whether BG
Plaza's claim is precluded given that the sale had already been
finalized and approved in the previous bankruptcy proceeding.

A copy of the Ninth Circuit's opinion dated October 25, 2010, is
available at http://is.gd/glzJpfrom Leagle.com.

Douglas M. Ray filed a Chapter 11 petition on August 10, 2005.
Mr. Ray and Irwin P. Jessen were co-owners of commercial real
estate consisting of a shopping center commonly known as the
Battle Ground Plaza Shopping Mall.  The Debtor and Mr. Jessen
later sold the mall to Battle Ground Plaza, LLC.


DYNEGY INC: Asks Shareholders to Snub Seneca Move vs. Blackstone
----------------------------------------------------------------
Dynegy Inc. responded to the filings made by Seneca Capital
regarding the pending acquisition of Dynegy by an affiliate of The
Blackstone Group L.P., and pursuant to which Dynegy stockholders
would receive $4.50 in cash for each outstanding share of Dynegy
common stock they own.

Seneca Capital, a beneficial owner of 9.3% of Dynegy's outstanding
common shares, said last week that it filed a preliminary proxy
statement on Schedule 14A with the Securities and Exchange
Commission in connection with a solicitation of proxies against
the proposed acquisition of Dynegy by Denali Parent Inc., an
affiliate of The Blackstone Group, for $4.50 per common share to
be voted on at a special meeting of Dynegy's stockholders
currently scheduled to be held on November 17.  "We believe the
$4.50 per share merger consideration ($0.90 per share if adjusted
for Dynegy's recent 5 for 1 reverse stock split) does not
adequately reflect the substantial long-term value that Dynegy
stockholders would be able to receive without the merger," Seneca
said.

Dynegy said in a statement, "Seneca's position is not in the best
interests of Dynegy's stockholders.  A hedge fund like Seneca may
have many reasons to take a risk on a deal.  Dynegy does not know
all of Seneca's interests in this situation.  What Dynegy does
know is that Seneca has not been a significant long-term holder of
Dynegy stock.   In fact, Seneca's public filings showed an
ownership position of less than 1% before the Blackstone
transaction was announced.  Seneca has purchased the vast majority
of its position since the announcement at prices above $4.50.
Seneca's interests are NOT aligned with those of all Dynegy
stockholders.

"In recommending that stockholders vote for the proposal to adopt
the merger agreement with Blackstone, the Dynegy Board of
Directors carefully considered a number of important factors,
including that Dynegy will continue to face significant challenges
and that its ability to operate could be attended by significant
risks.

"Since August, when the Board reached its conclusion that the
risks associated with an independent strategy outweigh the
potential benefits of continuing as a stand-alone company, those
risks have only increased.  Commodity prices have continued to
deteriorate.  Using September commodity pricing, Dynegy's total
projected negative cash flow has increased from the $1.1 billion
anticipated in August to $1.6 billion over the next five years.

"The analysis of numerous independent sell-side financial analysts
and ratings agencies, who have a deep understanding of Dynegy's
financial condition and the power generation industry, appears to
support the Dynegy Board's conclusion that the Blackstone
transaction is the best alternative available for Dynegy's
stockholders:

  * "[The] [c]urrent $4.50/sh offer appears reasonable as market
    outlook remains challenging for the next few years.  We
    continue to believe Blackstone's offer price remains a
    reasonable deal for current shareholders, especially as
    natural gas pricing has maintained its downward trend." --
    Daniel W. Scott, Dahlman Rose & Co., October 6, 2010

  * "Based on our assessment of these public filings, Dynegy's
    financial profile is expected to be quite fragile,
    particularly during 2011 and 2012, when the company is
    projected to generate both negative operating cash flow and
    negative free cash flow due to weak operating margins and the
    required funding of their capital investment programs." -
    Moody's, October 1, 2010

  * "DYN value is very sensitive to assumptions.  Time to return
    to a balanced supply demand power market is one of two big
    drivers for our IPP NAVs.  Our base DYN assumption is a
    weighted average of 6 years to reach market equilibrium
    resulting in a $3.25/sh NAV, ~25% below BX's take out offer."
    -- Brandon Blossman, Tudor Pickering Holt, October 11, 2010

  * "Since the deal was announced on August 13th, Dynegy's short
    run economics have been deteriorating.  The forward price of
    Natural Gas, which sets the price utilities and municipalities
    pay for power, has dropped 9% since the deal was announced,
    and 21% from management's expectations at the 2011 end of the
    curve."  -- Stephen Grahling, Jefferies & Co., October 5,
    2010.

"In addition, while evaluating Dynegy's alternatives, the Dynegy
Board decided not to pursue an asset sale on a stand-alone basis,
including the sale of the four natural gas-fired assets proposed
to be sold to NRG Energy, Inc. concurrently with the closing of
the Blackstone transaction, for several reasons.  These reasons
include the fact that such an asset sale is not permitted under
Dynegy's existing $1.9 billion credit facility and, if undertaken,
would result in the loss of that facility, exacerbating Dynegy's
liquidity challenges.  If Dynegy did the NRG asset sale
itself, Dynegy would face a total projected negative cash flow
substantially in excess of $1.5 billion over the next five
years.

"In summary, Dynegy believes Blackstone's cash offer of $4.50 per
share provides Dynegy stockholders with full, fair and immediate
value and is in the best interest of Dynegy and its stockholders.
If the Blackstone transaction does not close, Dynegy believes its
stockholders could lose significant value and face future dilution
and further loss of investment."

                         About Dynegy Inc.

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

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

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


E*TRADE FINANCIAL: DBRS Affirms 'B' Rating After Q3 Results
-----------------------------------------------------------
DBRS has commented that its ratings of E*TRADE Financial Corporation
remain unchanged after the Company's 3Q10 earnings announcement.
DBRS rates E*TRADE's Issuer & Senior Debt at B (high) and E*TRADE
Bank's Deposits & Senior Debt (the Bank) at BB.  All ratings, except
the Short-Term Instruments rating of the Bank, have a Negative trend.
The Company reported net income of $8 million in the quarter, its
second consecutive quarter of profitability, following net income of
$35 million in 2Q10.  In the prior year's quarter, E*TRADE reported a
net loss of $82 million, excluding a one-time non-cash charge related
to its debt exchange.  Over the past year, the Company has made
significant progress in preserving its strong franchise, reducing
non-core asset exposure and bolstering capitalization.  Combined with
improving credit trends, E*TRADE's swing to positive earnings is an
important step from a ratings perspective.  The positive earnings
performance was largely driven by lower loan loss provisions, which
declined 8% quarter-over-quarter (QoQ) and a more substantial 56%
year-over-year (YoY).  With improving credit performance trends
supporting the reduction in provisions, DBRS anticipates that E*TRADE
could continue to generate positive quarterly results, but the
environment remains challenging.

The Company continues to have success in its core brokerage
franchise, included in its Trading and Investment segment, which
generated net income of $158 million in the quarter.  While down from
$203 million in 2Q10 and $226 million in 3Q09, DBRS views the
performance as solid given the lower level of client activity with
increased market uncertainty and the seasonal slowdown in third
quarter.  Importantly for the franchise, customer metrics were
strong, with $1.4 billion of net new brokerage assets in the quarter,
customer assets in brokerage accounts and stock plans reaching
$135.3 billion, up 13% QoQ and YoY, and a record 2.7 million
brokerage accounts at 3Q10.  Pursuing its focused strategy, E*TRADE
continues to roll out new software and tools targeted at building on
its active trader franchise, while expanding its customer
relationships through its newly developed relationship management
team and continuing to invest in marketing and advertising.  DBRS
views positively the Company's sustained investment in its business,
particularly though marketing and improvements in technology.

Net revenues declined 8% QoQ and 15% YoY to $489 million, affected by
the decline in overall trading activity.  Importantly, net interest
income held up well, declining only marginally QoQ despite lower
volumes and a decline in average earning assets that were offset by a
6 basis point improvement in Company's net interest margin (NIM) to
2.95%.  E*TRADE's ability to sustain NIM is partly attributable to
its success in growing higher yielding average margin balances, which
increased 4% QoQ to $4.7 billion and illustrate its continued focus
on the active trader segment.  Daily average revenue trades (DARTS)
were down 26% QoQ and 30% YoY, due to the slowdown in activity
levels, pressuring total net revenues.

Credit performance remains E*TRADE's critical challenge, but one that
it is increasingly able to meet.  E*TRADE generated operating income
before provisions and taxes (IBPT) of $223 million to sufficiently
absorb provisions of $152 million, despite a difficult trading
quarter.  Of the $71 million IBPT cushion, approximately $40 million
is needed for payment of E*TRADE's corporate interest expense,
largely due to the high rate paid on its springing lien notes.  With
just a nominal cushion remaining for positive earnings, DBRS looks to
improvement in loan performance trends as a leading indicator for
future profitability.  Positively, at-risk and special mention
delinquencies declined both sequentially and relative to 3Q09,
largely driven by improvement in E*TRADE's one-to-four family loan
portfolio.  As E*TRADE's largest loan portfolio, one-to-four family
loans of $8.7 billion, had delinquencies of 16% of total loans, while
home equity delinquencies were 6% of total loans and consumer and
other loans had delinquencies of just 2% of total loans.  E*TRADE
continues to work with third parties to combat delinquencies and
restructure loans in its loan portfolios.

The Company continued to roll off its loan portfolio, which was down
by $1 billion QoQ, of which 80% was attributable to prepayments or
scheduled principal reductions.  While E*TRADE has been reducing
assets outside of its non-core business activity, such as mortgage
loans and its investment portfolio, it has focused on gaining market
share by offering new products and enhancements for active traders
and long-term investors.  E*TRADE has also been growing customer
deposits, particularly brokerage deposits, reducing its need for more
expensive wholesale funding.  The Company grew customer deposits by
$1.3 billion in the quarter, resulting in total customer cash and
deposits of $31.9 billion that are now funding 70% of E*TRADE's
balance sheet.

DBRS views E*TRADE as having built up a more comfortable cushion over
the minimums to be well-capitalized, with a Tier 1 capital to risk-
weighted assets ratio of 13.75% at 3Q10, up from 13.15% a year ago.
Positively, the Bank was a capital generator for the third
consecutive quarter, bringing excess risk-based capital in the Bank
to $1.1 billion.  Given that the Bank has substantial excess risk-
based capital, the Company could upstream this capital from the Bank
to the parent to pay down some of the parent's debt, which DBRS would
view favorably from a ratings perspective, provided that
capitalization at the Bank remains appropriate.

While DBRS maintains a Negative trend on the rating, indicating the
continued pressure on earnings and uncertainty of credit costs, DBRS
views positively the Company's continued strength in online
brokerage, improving trends in loan credit, and strengthened
financial condition.  Additionally, the Company's continued
profitability bodes well from a ratings perspective.


EASTMAN KODAK: Board OKs Company Indemnification of Employees
-------------------------------------------------------------
The Board of Directors of Eastman Kodak Company approved an
amendment to Article 8, Section 2(b) of the Company's by-laws to
authorize the Company, to the full extent authorized or permitted
by law, to advance expenses and indemnify and hold harmless
against liabilities Company employees who are named as a party to
or threatened to be made a party to any legal action by reason of
the fact that the employee was serving at the request of the
Company or authorized representative of the Company.

Prior to this amendment, Article 8, Section 2(b) provided that
authorization from the Board of Directors was required before
Company management could advance expenses and indemnify or hold
harmless Company employees.  The Board of Directors approved the
amendment to allow the Company to provide more expeditiously for
indemnification and advancement of expenses for employees named or
threatened to be named in a legal proceeding as a result of the
performance of their responsibilities for the Company.

A full-text copy of the Amended and Restated By-Laws is available
for free at http://ResearchArchives.com/t/s?6d01

                        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.


ENGLISH & AMERICAN: 2nd Request for 304 Injunction Modification
---------------------------------------------------------------
The Scheme Manager of English & American Insurance Company is
asking the Honorable James M. Peck to enter an order modifying the
Permanent Injunction Order entered by the U.S. Bankruptcy Court on
Jan. 15, 1995, and previously amended on July 26, 2000, giving
full force and effect to the Amended Scheme of Arrangement
proposed pursuant to part 26 of the Companies Act of Great Britain
and approved by the insurer's creditors at meetings convened on
April 30, 2010.  The Amended Scheme was sanctioned by the High
Court of Justice of England and Wales on Oct. 6, 2010, and was
delivered to the Registrar of Companies in England and Wales on
Oct. 12, 2010.  Copies of the Scheme Documents are available at
http://www.EnglishAndAmericanPools.com/or by contacting the
Scheme Manager's U.S. Counsel:

         Stephen Doody, Esq.
         ALLEN & OVERY LLP
         1221 Avenue of the Americas
         New York, NY 10020
         Telephone: (212) 610-6300
         Fax: (212) 610-6399
         E-mail: stephen.doody@allenovery.com

The Foreign Representative for English & American Insurance
Company Limited commenced a section 304 proceeding (Bankr.
S.D.N.Y. Case No. 93-42685) in 1993.  The Scheme Managers are:

         Mike Walker
         Tom Riddell
         KPMG LLP Restructuring
         8 Salisbury Square
         London EC4Y 8BB
         UNITED KINGDOM
         Tel +44 (0) 20 7694 1864
         Fax +44 (0) 20 7694 3126


ENGLISH & AMERICAN: Recognition Hearing Set for Nov. 15
-------------------------------------------------------
PRO Insurance Solutions Limited -- in its role as the foreign
representative Baloise Insurance Ltd, City International Insurance
Company Limited, Dowa Insurance Company (Europe) Ltd, East West
Insurance Company Limited, Fuji International Insurance Company
Limited, Hiscox Insurance Company Limited, KX Reinsurance Company
Limited, Metropolitan Reinsurance Company (U.K.) Limited, Moorgate
Insurance Company Limited, Nippon Insurance Company of Europe
Limited, Polygon Insurance Company Limited, Swiss Re International
SE, UK Branch, and Tower Insurance Limited -- will ask the
Honorable James M. Peck at a hearing at 10:00 a.m. on Nov. 23,
2010, in Manhattan, to enter an order recognizing proceedings
under part 26 of the English Companies Act 2006 before the High
Court of Justice of England and Wales as "foreign main
proceedings" or "foreign non-main proceedings" under chapter 15 of
the U.S. Bankruptcy Court.  Objections, if any, to the Foreign
Representative's request must be filed by 5:00 p.m. on Nov. 15,
2010, and served on:

         Ken Coleman, Esq.
         Stephen Doody, Esq.
         ALLEN & OVERY LLP
         1221 Avenue of the Americas
         New York, NY 10020
         Telephone: (212) 610-6300
         Fax: (212) 610-6399
         E-mail: ken.coleman@allenovery.com
                 stephen.doody@allenovery.com

Copies of the Schemes of  Arrangement for these insurers are
available at http://www.EnglishAndAmericanPools.com/or by
contacting:

         Jonathan Cho, Esq.
         ALLEN & OVERY LLP
         1221 Avenue of the Americas
         New York, NY 10020
         Telephone: (212) 610-6300
         Fax: (212) 610-6399
         E-mail: jonathan.cho@allenovery.com

PRO Insurance Solutions Limited -- in its role as the foreign
representative Baloise Insurance Ltd, City International Insurance
Company Limited, Dowa Insurance Company (Europe) Ltd, East West
Insurance Company Limited, Fuji International Insurance Company
Limited, Hiscox Insurance Company Limited, KX Reinsurance Company
Limited, Metropolitan Reinsurance Company (U.K.) Limited, Moorgate
Insurance Company Limited, Nippon Insurance Company of Europe
Limited, Polygon Insurance Company Limited, Swiss Re International
SE, UK Branch, and Tower Insurance Limited -- commenced chapter 15
proceedings (Bankr. S.D.N.Y. Case No. 10-15358) on Oct. 14, 2010.


EXTENDED STAY: Five Mile Dismisses Lawsuit vs. Cerberus
-------------------------------------------------------
Five Mile Capital II SPE ESH LLC entered into a stipulation dated
October 22, 2010, to dismiss the adversary complaint it initiated
against Cerberus Capital Management L.P. and three other
companies.

Five Mile sued Cerberus, Centerbridge Partners LP, The Blackstone
Group Inc. and GEM Capital Management Inc. after they allegedly
negotiated with Extended Stay Inc. and its affiliated debtors on
the restructuring of their debt.  The negotiations allegedly led
to an agreement on the terms of a restructuring that was
detrimental to the Debtors while beneficial to the defendants,
according to Five Mile.

The lawsuit was initially filed in the New York Supreme Court in
June 2009, but was eventually transferred to the U.S. Bankruptcy
Court for the Southern District of New York after the Debtors
filed their Chapter 11 cases.  Five Mile subsequently asked the
Bankruptcy Court to remand the lawsuit back to the Supreme Court
but its request was denied.

Earlier, the U.S. District Court for the Southern District of New
York upheld the Bankruptcy Court's decision denying the transfer
of the lawsuit back to the Supreme Court after determining that
there is "close interconnection between the issues raised by the
lawsuit and the bankruptcy process."  Consequently, Five Mile
took an appeal of the District Court ruling to the U.S. Court of
Appeals for the Second Circuit on October 4, 2010.

                       About Extended Stay

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

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

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

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


EXTENDED STAY: JPM, Deutsche to Sell $2 Bil. Loan by Month's End
----------------------------------------------------------------
J.P. Morgan Chase & Co. and Deutsche Bank AG are planning to sell
$2 billion of commercial mortgage-backed securities tied to the
Extended Stay Inc. hotel chain, according to a report by The Wall
Street Journal.

The Banks are planning to sell the loan it provided to an
investment group led by Centerbridge Partners LP to fund the
group's $3.9 billion purchase of the Extended Stay hotel chain,
WSJ reported, citing people familiar with the matter.

The sale, which is expected to occur by the end of this month,
follows a $3 billion deal tied to Blackstone Group LP's
$26 billion purchase of Hilton Worldwide in October 2007.  Banks,
including Goldman Sachs Group Inc. and Bank of America Corp.,
provided $20 billion in financing but were stuck holding the
loans when debt markets froze.  The Hilton deal will allow the
two banks to sell the $3 billion in senior debt they still hold,
WSJ reported.

                       About Extended Stay

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

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

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

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


EXTENDED STAY: Seeks Approval of Deal With Zurich, et al.
---------------------------------------------------------
Extended Stay Inc. asks the U.S. Bankruptcy Court for the
Southern District of New York to approve a deal with Zurich
American Insurance Company and Extended Stay LLC.

The deal was hammered out to allow the assumption and assignment
to Extended Stay LLC of ESI's insurance agreements with Zurich
American that relate to the policy period June 30, 2005, to
June 30, 2006.

ESI's obligations under the insurance agreements could not be
assumed and assigned pursuant to the restructuring plan that was
confirmed by the Court since the company is not a debtor under
the restructuring plan, according to ESI's lawyer, Jacqueline
Marcus, Esq., at Weil Gotshal & Manges LLP, in New York.

The Court confirmed the restructuring plan for ESI's 74
affiliated debtors on July 20, 2010.  Pursuant to the
restructuring plan, an investment group led by Centerbridge
Partners LP will pay the ESI affiliates $3.925 billion and will
contribute certificates representing interests in a $4.1 billion
mortgage debt for the equity of ESI's affiliates.

Under the deal, Extended Stay LLC agreed to assume ESI's
obligations under the insurance agreements for the 2005-2006
policy period.  In return, ESI will assign to Extended Stay LLC
its rights, title and interest in any return premium or dividends
owed or which may become due with respect to the insurance
policies.

ESI will also assign the so-called "loss reimbursement fund" that
was established pursuant to the insurance agreements as well as
all recoveries related to claims asserted under the insurance
policies.

The deal is formalized in a 10-page agreement, a copy of which is
available at http://bankrupt.com/misc/ESI_AgreementZurich.pdf

The Court will consider approval of the request at the hearing
scheduled for November 18, 2010.  Deadline for filing objections
is November 12, 2010.

                       About Extended Stay

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

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

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

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


FAIRGROUNDS PLAZA: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Fairgrounds Plaza, LLC
        457 Andover St.
        San Francisco, CA 94110

Bankruptcy Case No.: 10-34213

Chapter 11 Petition Date: October 25, 2010

Court: United States Bankruptcy Court
       Northern District of California (San Francisco)

Judge: Dennis Montali

Debtor's Counsel: Matthew D. Metzger, Esq.
                  BELVEDERE LEGAL, APC
                  605 Market St. #505
                  San Francisco, CA 94105
                  Tel: (415) 513-5980
                  E-mail: mmetzger@belvederelegal.com

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

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

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

The petition was signed by Donald A. Pipkins, president.


FAIRPOINT COMMUNICATIONS: Sends New Plan Projections to Vermont
---------------------------------------------------------------
Billing & OSS World reports that FairPoint Communications Inc.
filed new numbers to the Vermont Public Service Board in hopes of
securing the commission's approval for its bankruptcy
reorganization plan.  The Company president Mike Smith expects for
the Commission's approval by late November.

According the report, board members have denied the Company's
proposal for emerging from insolvency, despite two other states'
approval.  Unlike Maine and New Hampshire, commissioners in
Vermont weren't convinced that FairPoint's financial projections
were solid.  The Vermont agency also was the one that objected
most strenuously to the 2008 FairPoint takeover of Verizon
Communications Inc.'s New England assets -- the deal that led to
FairPoint's Oct. 2009 Chapter 11 filing.

                 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.


FGIC CORP: Sharps Cancels Exchange Bid Due to Lack of Support
-------------------------------------------------------------
Sharps SP I LLC said Monday it did not receive sufficient
participation from eligible holders in its offer to exchange
residential mortgage-backed securities and asset-backed securities
insured by Financial Guaranty Insurance Corp. to satisfy the
conditions necessary to complete the Offer and has terminated the
Offer.  None of the Eligible Insured Securities will be accepted
in the Offer and all Eligible Insured Securities that have been
tendered and not withdrawn will be returned promptly to the
tendering party.

As reported by the Troubled Company Reporter on September 27,
2010, Sharps SP I LLC increased the cash consent fee and other
consideration being offered for certain classes of Eligible
Insured Securities and has added 10 classes of securities to the
offer as Eligible Insured Securities.  The expiration date as to
the added Eligible Insured Securities is 11:59 p.m., New York City
time, on October 22, 2010.

FGIC informed Sharps SP I that the New York State Insurance
Department has indicated that it will not permit FGIC to consent
to the extension of the Offer beyond 11:59 p.m., New York City
time, on October 22, 2010, the current Expiration Date.

On September 15, Sharps SP I reported that as of September 14, (i)
Eligible Insured Securities representing $2,572,480,485 in current
unpaid principal balance measured as of April 30, 2010 have been
tendered into the offer, (ii) non-binding agreements have been
reached by Sharps or FGIC and Eligible Insured Securities holders
to tender Eligible Insured Securities totaling $121,808,237 in
aggregate current unpaid principal balance measured as of April
30, 2010, and (iii) letters of transmittal have been completed,
although the Eligible Insured Securities have not yet been
delivered, with respect to Eligible Insured Securities totaling
$559,997,560 in current unpaid principal balance measured as of
April 30, 2010.  The aggregate current unpaid principal balance of
the Eligible Insured Securities referenced in clauses (i), (ii)
and (iii) of the preceding sentence represent 34.5% of all
Eligible Insured Securities subject to the exchange offer.

As reported by the TCR on October 8, 2010, Sharps SP I scheduled a
conference call on October 12 to discuss the offer.  Sharps SP I,
among other things, planned to discuss the consequences in the
event that the conditions to the Offer are not satisfied.

                         About FGIC Corp.

New York-based FGIC Corporation is a privately held insurance
holding company.  FGIC Corp's main business interest lies in the
holdings of the bond insurer Financial Guaranty Insurance Company
-- http://www.fgic.com/-- and it depends on dividend payments by
FGIC for sustaining its operations.  FGIC had stopped paying
dividends to parent FGIC Corp. since January 2008.

FGIC Corp. filed for Chapter 11 bankruptcy protection on August 3,
2010 (Bankr. S.D.N.Y. Case No. 10-14215).  The bond insurer
subsidiary did not file for bankruptcy.

Paul M. Basta, Esq., Brian S. Lennon, Esq., and Patrick J. Nash,
Jr., Esq., at Kirkland & Ellis LLP, serve as counsel to the
Debtor.  Garden City Group, Inc., is the Debtor's claims and
notice agent.  The Company disclosed $11,539,834 in assets and
$391,555,568 in liabilities as of the petition Date.

As reported by the Troubled Company Reporter on August 16, 2010,
FGIC filed a plan of reorganization and disclosure statement.  The
Plan negotiated between FGIC Corp. and its key creditors and
shareholders will allow the FGIC Corp. to cancel debt obligations
in the aggregate amount of $391.5 million.  The Plan provides that
holders of general unsecured claims against FGIC Corp. -- which
include holders of outstanding debt under FGIC Corp.'s prepetition
revolving credit facility and holders of FGIC Corp.'s 6% Senior
Notes due 2034 -- will receive substantially all of its $11.5
million in cash and the common stock in Reorganized FGIC Corp.
The three largest common shareholders of FGIC Corp., representing
over 90% of its common stock, have agreed to the cancellation of
their equity interests pursuant to the Plan and have agreed to
waive general unsecured claims against the estate in the aggregate
amount of $7.2 million.  As agreed upon with FGIC Corp.'s major
creditors, Reorganized FGIC Corp. will be capitalized with no more
than $400,000 to fund its business needs and will continue to
operate as an insurance holding company after the Effective Date
of the Plan.


FM AVIATION: Asks for OK to Use VFS Financing as Cash Collateral
----------------------------------------------------------------
FM Aviation II, LLC, asks for authorization from the U.S.
Bankruptcy Court for the Middle District of Florida to use the
cash collateral of VFS Financing, Inc.

VFS Financing is owed $18,519,694 on account of notes secured by
liens on two business-class jet aircraft of the Debtors and the
proceeds thereof.

Langfred W. White, Esq., at The Law Offices of Langfred W. White,
P.A., explains that the Debtor needs to access the cash collateral
to fund its Chapter 11 case, pay suppliers and other parties.

In exchange for using the cash collateral, the Debtor proposes to
grant to VFS, as adequate protection, a replacement lien equal in
extent, validity, and priority to the lien held by VFS as of the
Petition Date.  The Debtor asserts that any interests of VFS will
be adequately protected by replacement liens.  The Debtor will
provide on a weekly basis profit and loss statements on a cash
basis to counsel for VFS.

                         About FM Aviation

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).


FX REAL ESTATE: Gets $800,000 from Sale of Pref. Stock & Warrants
-----------------------------------------------------------------
FX Real Estate and Entertainment Inc. entered into, on October 18
through October 22, 2010, subscription agreements with accredited
investors, pursuant to which the latter agreed to purchase an
aggregate of 800 units at $1,000 apiece.

Each Unit consists of (x) one share of the Company's Series B
Convertible Preferred Stock, $0.01 par value per share, and (y) a
warrant to purchase up to a specified number of shares of the
Company's common stock at a specified exercise price per share.
The number of shares of the Company's common stock underlying each
Warrant ranges from 8,090.61 shares to 8,322.93 shares and the
exercise price per share at which each Warrant is exercisable
ranges from $0.360 to $0.371 due to variances in the Closing
Prices referenced in clause (y) of the preceding sentence. The
Warrants are exercisable for a period of 5 years.

The Company generated aggregate proceeds of $800,000 from the
sales of the Units pursuant to the Subscription Agreements.  The
Company intends to use the proceeds to fund working capital
requirements and for general corporate purposes.

The Company has created 2,500 shares of Series B Convertible Stock
by filing a Certificate of Designation with the Secretary of State
of the State of Delaware thereby amending its Amended and Restated
Certificate of Incorporation, as amended.  The Company has issued
and sold thus far an aggregate of 1,750 shares of the Series B
Convertible Preferred Stock as part of the Units and the sale of
other units.

Because there are at least 1,667 shares of Series B Convertible
Preferred Stock outstanding, the Company's board of directors is
required, at the request of the holders of a majority of the
Series B Convertible Preferred Stock, to increase its size by one
member and cause such resulting vacancy to be filled by a director
designated by such holders.  Such holders have not made such a
request thus far.

                       About FX Real Estate

FX Real Estate and Entertainment Inc. owns 17.72 contiguous acres
of land located at the southeast corner of Las Vegas Boulevard and
Harmon Avenue in Las Vegas, Nevada.  The Las Vegas Property is
currently occupied by a motel and several commercial and retail
tenants with a mix of short and long-term leases.  On June 23,
2009, as a result of the default under the first mortgage loan,
the first lien lenders had a receiver appointed to take control of
the property.  The Company is headquartered in New York City.

The Company's balance sheet as of June 30, 2010, showed
$141.8 million in total assets, $515.1 million in total
liabilities, and a stockholders' deficit of $373.3 million.

                           *     *     *

As reported in the Troubled Company Reporter on April 15, 2010, LL
Bradford, in Las Vegas, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company is in default under the mortgage
loan, has limited available cash, has a working capital deficiency
and will need to secure new financing or additional capital in
order to pay its obligations.

The Company disclosed in its Form 10-Q for the quarter ended
June 30, 2010, that it has no current cash flow and cash on hand
as of August 13, 2010, is not sufficient to fund its short-term
liquidity requirements, including its ordinary course obligations
as they come due.  On April 21, 2010, the Company's remaining Las
Vegas subsidiary, namely FX Luxury Las Vegas I, LLC, filed for
Chapter 11 in the U.S. Bankruptcy Court for the District of Nevada
(Case No. 10-17015).


GAS CITY: Proposes January 21 Auction for Assets
------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Gas City Ltd. intends to auction its gasoline
stations on Jan. 21.  Gas City filed a motion asking the
bankruptcy judge to set up auction and sale procedures calling for
the initial submission of bids by Jan. 14, followed by an auction
on Jan. 21, and a hearing on Jan. 31 to approve the sale.  Gas
City said it would sell the business to one or more buyers.

According to the report, Gas City owes $29.6 million to secured
lender Bank of America NA.  A debtor-affiliate, William J. McEnery
Revocable Trust, owes another $225 million on mortgages.  Gas City
guaranteed $145 million of the mortgage debt.  Bank of American
accelerated the secured debt before the Chapter 11 filing, and the
mortgages were in default.

Gas City says it owes $10 million for fuel plus $2.5 million to
suppliers of the convenience stores.  In addition, $2.5 million is
owing to creditors who delivered goods within 20 days of
bankruptcy and are therefore entitled to full payment.

                          About Gas City

Gas City Ltd. is an independent chain of fueling stations with
locations in Illinois, Indiana, Florida and Arizona.  Frankfurt,
Illinois-based Gas City, a family owned and operated company, was
started in 1966 by its president and CEO, William McEnery, with a
location at 55th and Pulaski streets in Chicago.  The Company had
more than 50 locations as of January 2009.

The Company filed for Chapter 11 bankruptcy protection in Chicago
(Bankr. N.D. Ill. Case No. 10-47879) on October 26, 2010.  The
Company estimated assets of $50 million to $100 million and debts
of $100 million to $500 million in its Chapter 11 petition.

Mark Thomas, Esq., and Paul Possinger, Esq., at Proskauer Rose,
LLP, in Chicago, serve as bankruptcy counsel to the Debtor.
Conway MacKenzie will provide staffing services and the firm's
A. Jeffrey Zappone will be the chief restructuring officer.
Kurtzman Carson Consultants is the noticing and claims agent.

An affiliate, The William J. McEnery Revocable Trust Dated
4/22/1993 also filed for Chapter 11 (Bankr. N.D. Ill. Case No.
10-47895).


GENERAL MOTORS: New GM Approves Employee Incentive Plans
--------------------------------------------------------
General Motors Company disclosed in a regulatory filing with the
Securities and Exchange Commission on October 8, 2010, that it
approved a 2009 Long-Term Incentive Plan, as amended, a 2009
Salary Stock Plan, as amended and 2010 Short-Term Incentive Plan.

The LTIP authorizes awards of restricted stock units and options.
GM's Board approved an aggregate fungible pool of shares totaling
25 million for the LTIP, Salary Stock, and the STIP with a maximum
grant to any one individual under the plan of 1 million options or
250,000 restricted stock units.  The fungible pool assigns a ratio
for counting share usage upon issuance of awards:

  * Stock options and stock appreciation rights granted under
    the LTIP will count against the pool on a 1:1 ratio; and

  * Full value awards granted under the LTIP, the SSP, and the
    STIP will count against the fungible pool on a 2.5:1 ratio
    for awards granted after October 5, 2010.

Under the SSP, the Executive Compensation Committee of the
Company's Board of Directors may select employees to receive base
salary or other compensation as salary stock subject to a payment
schedule over a three-year period.  Compensation to be paid in
salary stock is converted to RSUs at each quarter-end unless a
different issue date is approved by the ECC.  Salary stock RSUs
are settled ratably in one-third increments on each of the first,
second, and third anniversaries of the issue date thereof, or
other settlement dates as approved by the ECC.  Awards are not
forfeitable and may be settled in cash, or stock, if settlement
occurs after IPO.

Pursuant to the STIP, grants of target awards may be made based on
the establishment of one or more performance metrics by the ECC.
Target awards may become final awards based on the relative
achievement of the selected metrics, and any payment of final
awards will be made in cash or restricted stock units subsequent
to the determination of the actual performance achieved during the
performance period.  The maximum final award payable to any one
individual under the STIP is $7.5 million, Nick S. Cyprus, vice
president, controller and chief account officer of GM, relates.

                        About General Motors

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

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

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

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

                     About Motors Liquidation

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

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

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


GENTA INCORPORATED: Outstanding Shares Now at 93.33 Million
-----------------------------------------------------------
Genta Incorporated reported with the Securities and Exchange
Commission that the number of outstanding shares of the Company
common stock par value $0.001 as of Oct. 22, 2010, is 93,333,757.

                            About Genta

Berkeley Heights, New Jersey, Genta Incorporated (OTCBB: GETA.OB)
-- http://www.genta.com/-- is a biopharmaceutical company with a
diversified product portfolio that is focused on delivering
innovative products for the treatment of patients with cancer.

                           *     *     *

Genta Incorporated's balance sheet at June 30, 2010, showed
$24.11 million in total assets, $6.39 million in total current
liabilities, $145.17 million in total long-term liabilities, and
a stockholders' deficit of $127.44 million.


GEO W PARK: SSG Advised Ch 11 Trustee in Sale to Blackstreet
------------------------------------------------------------
SSG Capital Advisors, LLC, acted as the exclusive investment
banker to Stan L. Neely as Chapter 11 Trustee of Jackson & Perkins
Acquisition, Inc., Geo. W. Park Seed Co, Inc., and their
subsidiaries in the sale of substantially all of the assets to an
affiliate of Blackstreet Capital.  The sale was conducted through
a Section 363 auction under the U.S. Bankruptcy Code in the U.S.
Bankruptcy Court for the District of South Carolina.  The sale was
confirmed on August 23, 2010, and the transaction closed on
August 25, 2010.

The Chapter 11 Trustee hired SSG in May 2010, to explore a sale of
substantially all of the assets of Jackson & Perkins and Park
Seed.  SSG immediately began to market the businesses and
contacted over 100 potential strategic and financial buyers.  In
June and July 2010, SSG initiated negotiations on a stalking horse
bid with Blackstreet which was approved by the Bankruptcy Court on
July 27, 2010.  SSG worked diligently during July and August 2010
to re-market the Company and obtain higher and better offers in
order to assure the maximum value to the estate.  As a result of
SSG's marketing efforts, two additional qualified bidders attended
an auction for substantially all of the Company's assets on
August 23, 2010.  The auction ultimately delivered a final price
approximately 51% higher than the stalking horse bid, committed
Blackstreet (the highest bidder) to retain the Company's employees
and significantly increased recoveries to numerous estate
constituents.

Other professionals who worked on the transaction include:

   * Stan L. Neely, Chapter 11 Trustee;

   * Barbara G. Barton, Christine E. Brimm, Adam J. Floyd of
     Barton Law Firm, P.A., counsel to the Debtor;

   * Alan M. Noskow of Patton Boggs, LLP, counsel to Blackstreet
     Capital;

   * J. William Porter and Katie Trotter of Parker, Poe, Adams and
     Bernstein LLP and Randy P. Orlik of Cox Castle & Nicholson
     LLP, counsels to the Secured Creditors; and

   * Steven K. Kortanek, Rory D. Whelehan and Todd D. Ross of
     Womble, Carlyle, Sandridge & Rice, PLLC, counsel to the
     Unsecured Creditors' Committee

Headquartered in Greenwood, SC, with rose breeding operations in
Somis, CA, Jackson & Perkins and Park Seed are pioneers in direct
marketing to consumers.  With nearly 140 years of history, the
Company has become known for offering ground-breaking and award-
winning roses, seeds, plants and other related horticultural
items.  Jackson & Perkins and Park Seed own and operate multiple
online stores and distribute a combined 13 catalog titles,
including the very successful Jackson & Perkins Holiday Catalog.

                    About SSG Capital Advisors

SSG Capital Advisors, LLC -- http://www.ssgca.com/-- is a wholly
owned broker dealer of SSG Holdings, LLC, and a boutique
investment bank representing middle market clients in
restructuring and special situations, both in and out of
bankruptcy proceedings.  SSG is a trade name for SSG Capital
Advisors, LLC.  SSG provides investment banking, restructuring
advisory, merger, acquisition and divestiture services, private
placement services and valuation opinions.

                       About George W. Park

Based in Greenwood, South Carolina, George W. Park Seed Co. Inc.,
along with four affiliates, filed for Chapter 11 protection on
April 2, 2010 (Bankr. D. S.C. Lead Case No. 10-02431).  R.
Geoffrey Levy, Esq., represents the Company in its restructuring
effort.  In its schedules, the Company disclosed $8.33 million in
assets and $44.79 million in liabilities.

Jackson & Perkins-founded in 1872 and famous for its roses- became
part of the Park Seed group in 2007.


GERALD TROOIEN: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Gerald Trooien
          aka Gerald Lee Trooien
              Jerry Trooien
        965 Summit Avenue
        St. Paul, MN 55105

Bankruptcy Case No.: 10-37695

Chapter 11 Petition Date: October 25, 2010

Court: U.S. Bankruptcy Court
       District of Minnesota (St Paul)

Judge: Nancy C. Dreher

Debtor's Counsel: Douglas W. Kassebaum, Esq.
                    Tel: (612) 492-7292
                    E-mail: dkassebaum@fredlaw.com
                  James L. Baillie, Esq.
                    Tel: (612) 492-7013
                    Fax: (612) 492-7077
                    E-mail: jbaillie@fredlaw.com
                  FREDRIKSON & BYRON, P.A.
                  200 South Sixth Street, Suite 4000
                  Minneapolis, MN 55402

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

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

Debtor's List of 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Dougherty Funding, LLC             Personal Guaranty   $58,146,712
90 S. Seventh Street, Suite 4300   of Business Debt
Minneapolis, MN 55402

Bank of America CIII Asset         Personal Guaranty   $44,228,413
Management LLC                     of Business Debt
5221 No. O'Connor Boulevard, Suite 600
Irving, TX 75039

PNC Bank, NA                       Personal Guaranty   $34,474,886
1900 E. Ninth Street               of Business Debt
B7YB13221
Cleveland, OH 44114

Wells Fargo Bank                   Personal Guaranty   $32,640,991
201 S. College Street              of Business Debt
Charlotte, NC 28244

BofA Leasing & Capital, LLC        Judgment Entered    $23,572,268
One Financial Plaza, Fifth Floor
Providence, RI 02903

Bank of America                    Personal Guaranty   $18,311,835
135 S. LaSalle Street, Suite 825   of Business Debt
Chicago, IL 60603

PNC Bank                           Personal Guaranty   $14,152,045
249 Fifth Avenue                   of Business Debt
Mail Stop P1POPP811
Pittsburgh, PA 15222

GECPAC Investment II, Inc.         Judgment Entered    $13,139,253
44 Old Ridgbury Road
Danbury, CT 06810

Wells Fargo Equipment Finance      Personal Guaranty    $7,523,854
1339 Chestnut Street, 10th Floor   of Business Debt
Mail Code Y1378100
Philadelphia, PA 19107

General Electric Capital Corp      Judgment Entered     $4,769,850
44 Old Ridgebury Road
Danbury, CT 06810

Associated Bank NA                 Judgment Entered     $2,345,601
100 W. Wisconsin Avenue
Neenah, WI 54956

Private Bank Minnesota             Personal Guaranty    $2,048,735
222 S. Ninth Street, Suite 3800    of Business Debt
Minneapolis, MN 55402

Key Equipment Finance              Personal Guaranty    $1,861,672
Portfolio Management Group         of Business Debt
1000 S. McCaslin Boulevard
Louisville, CO 80027

Wells Fargo Equipment Finance      Personal Guaranty    $1,476,426
1339 Chestnut Street, 10th Floor   of Business Debt
Mail Code Y1378100
Philadelphia, PA 19107

First Nat'l Bank of Deerwood       Personal Guaranty    $1,176,517
P.O. Box 2905                      of Business Debt
Baxter, MN 56424

Park Midway Bank                   Personal Guaranty    $1,166,177
2265 Como Avenue                   of Business Debt
Saint Paul, MN 55108

Bank of the West                   Personal Guaranty      $930,836
1450 Treat Boulevard               of Business Debt
Mail Sort NCTRE03H
Walnut Creek, CA 94597

Dorsey & Whitney LLP               Legal Services         $655,613
50 S. Sixth Street, Suite 1500
Minneapolis, MN 55402

Crown Bank                         Personal Guaranty      $505,000
6600 France Avenue S, Suite 125    of Business Debt
Minneapolis, MN 55435

Private Bank Minnesota             Personal Guaranty      $122,559
                                   of Business Debt


GETTY IMAGES: Moody's Downgrades Corporate Family Rating to 'Ba3'
-----------------------------------------------------------------
Moody's Investors Service downgraded the Corporate Family Rating
for Getty Images, Inc., to Ba3 from Ba2 and its Probability of
Default Rating to B1 from Ba3.  Moody's also assigned Ba3 ratings
to the company's new senior secured credit facilities.  The rating
outlook is stable.  The downgrade was prompted by the company's
plans to pay a special dividend of approximately $495 million to
be funded in part by the proposed refinancing of its existing
credit facilities.  The downgrade reflects Moody's expectation
that the company's financial leverage, which is expected to rise
as a result of the refinancing, is likely to remain above
historical levels based on management's acquisition strategy and
shareholder-friendly policies.  Getty Images plans to incur
incremental debt of approximately $480 million and issue a new
$100 million senior secured, first-lien revolver and a new
$1,270 million senior secured, first lien term loan to fund the
dividend and refinancing transactions.

Downgrades:

Issuer: Getty Images, Inc.

  -- Corporate Family Rating, Downgraded to Ba3 from Ba2
  -- Probability of Default Rating, Downgraded to B1 from Ba3

Assignments:

Issuer: Getty Images, Inc.

* NEW $100 million senior secured, first lien revolver due 2015 -
  Ba3, LGD3-32%

* NEW $1,270 million senior secured, first lien term loan due 2016
  -- Ba3, LGD3-32%

To be withdrawn upon repayment at the close of the transaction:

Issuer: Getty Images, Inc.

* $75 million senior secured, first lien revolver - to be
  withdrawn

* $970 million senior secured, first lien term loan -- to be
  withdrawn

                        Ratings Rationale

The Ba3 corporate family rating reflects Getty Images' leading
market position in the stock imagery market, geographic
diversification of its customer base, stable EBITDA margins, and
free cash flow generation.  Management has a track record of
maintaining EBITDA margins even as the company acquired businesses
or experienced revenues declines.  Despite weakness in global
advertising demand which negatively impacted traditional imagery
sales notably in 2008 and 2009, Getty Images was able to maintain
EBITDA margins above 29%.  Getty Images will incur an increase in
its debt balances of approximately $480 million to fund its
planned dividend.  Pro forma for the dividend, the company's debt-
to-EBITDA leverage ratio is approximately 4.4x (including Moody's
standard adjustments).  The Ba3 rating reflects Moody's
expectations that the debt-to-EBITDA leverage ratio will decrease
to approximately 4.0x by the end of 2011 reflecting single digit
revenue growth, sustained EBITDA margins and 9-10% free cash flow
as a percentage of debt (or more than $110 million) for 2011.  The
company's rating also considers the declining trends in its
traditional higher quality creative stills business, the
increasing supply of lower priced digital imagery, and potential
threats from new competitors or technologies; however, Moody's
believe growing demand for the company's microstock products is
likely to offset weakness in the traditional segment.  Risks
associated with the potential for additional dividends or a debt
financed acquisition constrain the CFR at Ba3.  While the rating
reflects Moody's expectation that Hellman & Friedman LLC and
management will continue to demonstrate financial discipline by
reducing leverage, Moody's believe event risk is high based on the
company's acquisitive nature and shareholder-friendly financial
policies, and that, as a result, leverage could rise above current
levels over the rating horizon.

The stable outlook reflects Moody's expectation that demand for
the company's microstock products and other services will largely
offset softness in the company's traditional imagery business.
Moody's also expect the company's consolidated performance will
improve at least modestly as the economy recovers and that free
cash flow will be applied to reduce debt balances.  The stable
outlook reflects Moody's expectation that the debt-to-EBITDA
leverage ratio will not exceed 5.0x (incorporating Moody's
standard adjustments).

Ratings could face downward pressure if overall performance were
to deteriorate resulting in declining revenues, erosion in EBITDA
margins or reduced cushion to financial covenants.  Another
leveraging event, including a sizable debt financed acquisition or
distribution, could also result in a downgrade.  While unlikely
due to the company's shareholder-friendly policies demonstrated by
the proposed $495 million dividend, ratings could be considered
for an upgrade if debt-to-EBITDA leverage ratios were to be
sustained below 3.0x (incorporating Moody's standard adjustments)
in combination with the stabilization of the traditional imagery
business and organic growth across operating segments.

The last rating action was on June 9, 2008, when Moody's assigned
ratings to new debt instruments, as well as a CFR and PDR, in
conjunction with its acquisition by Hellman & Friedman LLC.

Getty Images, Inc., is a leading creator and distributor of still
imagery, footage and multimedia products, as well as a recognized
provider of other forms of premium digital content, including
music.  The company is headquartered in Seattle, Washington.


GETTY IMAGES: S&P Assigns 'BB-' Rating to $1.37 Bil. Loan
---------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned
preliminary issue-level and recovery ratings to Getty Images
Inc.'s proposed $1.37 billion first-lien senior secured credit
facility.

The preliminary issue-level rating is 'BB-' (at the same level as
the corporate credit rating on the company).  The preliminary
recovery rating is '4', indicating S&P's expectation of average
(30% to 50%) recovery in the event of a payment default.  The
company plans to use the proceeds to repay its existing senior
secured credit facilities and fund a distribution to its
shareholders.

At the same time, S&P affirmed its 'BB-' corporate credit rating
on Getty Images.  The outlook is stable.

The facility consists of a $100 million revolving credit facility
due 2015 and a $1.27 billion term loan due 2016.

"The 'BB-' corporate credit rating reflects S&P's expectation that
Getty Images' financial profile will become somewhat more
aggressive and that its assessment of a weak business profile
focuses on secular pressures related to digital migration," said
Standard & Poor's credit analyst Tulip Lim.  "It also reflects
risks related to the company's limited business diversity and
vulnerability to economic cyclicality."

The outlook remains stable.


GLOBAL BUSINESS: Case Summary & 4 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Global Business Services, Inc.
        1224 E. Broadway, Suite 205
        Glendale, CA 91205

Bankruptcy Case No.: 10-55759

Chapter 11 Petition Date: October 25, 2010

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

Judge: Barry Russell

Debtor's Counsel: M. Jonathan Hayes, Esq.
                  LAW OFFICE OF M JONATHAN HAYES
                  9700 Reseda Bl Ste201
                  Northridge, CA 91324
                  Tel: (818) 882-5600
                  Fax: (818) 882-5610
                  E-mail: jhayes@polarisnet.net

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

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

A list of the Company's four largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/cacb10-55759.pdf

The petition was signed by Arbi Grigoryan, vice president.


GOODMAN GLOBAL: Moody's Cuts Rating on $250 Mil. Loan to 'B1'
-------------------------------------------------------------
Moody's Investors Service has downgraded the rating of Goodman
Global Inc.'s new proposed $250 million 1st lien revolving credit
facility and $1.5 billion 1st lien term loan B to B1 from Ba3, and
affirmed the B3 rating on the company's proposed $275 million 2nd
lien term loan.  The company's B1 Corporate Family and Probability
of Default ratings have been affirmed.  The ratings outlook
remains negative.

                        Ratings Rationale

The downgrade of the ratings for the proposed 1st lien revolver
and term loan B result from a shift in the proposed capital
structure, with $100 million of debt moving from the proposed
2nd lien term loan (now $275 million versus $375 million
previously) into the 1st lien term loan B (now $1.5 billion
versus $1.4 billion previously).  As a result of this shift,
consistent with Moody's Loss Given Default methodology, the
rating on the 1st lien revolver and term loan B were lowered to
B1 from Ba3.  The B3 rating on the proposed 2nd lien term loan did
not change.

Goodman's B1 Corporate Family Rating reflects the company's
competitive market position, established distribution, dealer
network for HVAC systems, and credit metrics.  EBITA margins at
18.5% for latest twelve months through June 30, 2010 were strong
particularly given the challenging economic conditions.  Proceeds
from the refinancing, along with cash on hand, will be used to
fund a $366 million dividend to shareholders.  Although the
proposed transaction increases the company's leverage to
approximately 5x, Goodman has a track record of generating
positive cash flow to service the debt.  Moreover, with an
improving earnings outlook, leverage metrics are not expected to
exceed those seen as recently as December of 2009 when the company
incurred debt to pay a similar dividend to shareholders.
Cumulatively, $776 of dividends have been paid over the last year,
and the increased leverage associated with these payments results
in the negative rating outlook being sustained.

Although the company should generate positive free cash flow over
the next 12 months, the negative outlook considers the aggressive
financial policy indicated by the cumulative dividend payments
while the company's end markets are still in the early stages of
recovery.

Factors which might pressure the ratings down include erosion in
the company's financial performance or further shareholder
distributions that increase leverage or negatively impact the
company's liquidity.  If Debt/EBITDA were to remain above 5.0x
sustainably or EBITA/interest expense were to fall below 1.5x,
future rating actions could ensue.

A rating upgrade or stable outlook is unlikely in the near term
due to the leveraging nature of the dividend transaction.  Future
actions that could result in a positive rating action include
operating results which show debt/EBITDA nearing 4.0x and
EBITA/interest expense over 2.0x (all ratios adjusted per Moody's
methodology).

These ratings/assessments have been affected:

Goodman Global, Inc.:

  -- Corporate Family Rating, affirmed B1;

  -- Probability of Default Rating, affirmed B1;

  -- $250 million senior secured 1st lien revolver due 2015,
     downgraded to B1 (LGD3, 43%) from Ba3 (LGD3, 41%);

  -- $1.5 (previously $1.4) billion senior secured 1st lien term
     loan B due 2016, downgraded to B1 (LGD3, 43%) from Ba3 (LGD3,
     41%);

  -- $275 (previously $375) million senior secured 2nd lien term
     loan due 2017, affirmed at B3 (LGD6, 91%).

The rating on Goodman Global, Inc.'s existing term loan, as well
as the rating on Goodman Global Group Inc.'s senior discount note
will be withdrawn at the close of the transaction.

The last rating action on Goodman Global, Inc. was on October 6,
2010, when the company's B1 CFR, PDR, and negative outlook were
affirmed.

Goodman, located in Houston, Texas, is a domestic manufacturer of
heating, ventilation and air conditioning products for residential
and commercial use.  Total revenue for the LTM period through
June 30, 2010, was approximately $2.0 billion.


HACIENDA GARDENS: Has Access to Cash Collateral Until Nov. 4
------------------------------------------------------------
The Hon. Charles Novack of the U.S. Bankruptcy Court for the
Northern District of California has continued a hearing until
November 4, 2010, at 10:00 a.m., to consider Hacienda Gardens,
LLC's continued access to the cash collateral of its secured
creditors.

The Debtor's secured creditors are First Horizon Home Loans, a
Division of First Tennessee Bank National Association, successor-
by-merger to First Horizon Home Loan Corporation, JP Morgan Chase
Bank National Association, and the Martha E. Sanfilippo Survivor's
Trust.

The Court previously granted the Debtor access to $165,814 of the
cash collateral until November 4 to operate its real property.

As adequate protection for any diminution in value of the lenders'
collateral, the Debtor will grant the secured creditors
replacement liens on rents generated from each secured creditor's
respective collateral; superpriority administrative expense claim;
and payments of $45,000 to FHB, $20,661 to Chase, and $8,944 to
Heritage Bank of Commerce.

                    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 assets and debts at $10 million to
$50 million as of the petition date.


HEATHERWOOD HOLDINGS: Sale Pact Limits Use of Golf Course Property
------------------------------------------------------------------
In Heatherwood Holdings, LLC., v. First Commercial Bank, Jonathan
L. Kimerling, and HGC, Inc., case no. No. 1091016 (Ala. Sup. Ct.),
the U.S. Bankruptcy Court for the Northern District of Alabama,
Southern Division, certified three questions to the Alabama
Supreme Court:

     "1. Whether Alabama law recognizes or will imply a
         restrictive covenant as to a golf course constructed as
         part of a residential development consistent with a case
         with similar facts, Shalimar Ass'n v. D.O.C. Enters.,
         Ltd., 688 P.2d 682 (Ariz. Ct. App. 1984)?

     "2. Whether Alabama law recognizes an implied restrictive
         covenant that runs with the land when the Deed conveying
         the property did not contain an express covenant or
         restriction but a separate Agreement recorded
         simultaneously with the Deed and recorded immediately
         thereafter provided that 'Buyer covenants that it will
         operate the purchased assets [the real property] as a
         golf course for the twenty-five (25) years from the date
         of execution of this Agreement'?

     "3. Whether Alabama law permits the owner of real property to
         re-sell that property for any use, not limited to the use
         of a golf course, when the Deed conveying the property
         did not contain an express covenant or restriction but a
         separate Agreement recorded simultaneously with the Deed
         and recorded immediately thereafter provided that 'Buyer
         covenants that it will operate the purchased assets [the
         real property] as a golf course for the twenty-five (25)
         years from the date of execution of this Agreement'?"

In an opinion dated October 22, 2010, Justice Patricia M. Smith
agrees with the Bankruptcy Court's statement that the facts in
Heatherwood are similar to the facts in Shalimar, at least insofar
as those facts concern most of the matters surrounding the initial
development of the property.

The Supreme Court declines to answer the second and third
questions.

Chief Justice Sue Bell Cobb, and Justices Champ Lyons Jr., Thomas
A. Woodall, Lyn Stuart, Michael F. Bolin, Tom Parker, and Greg
Shaw, concur.  Justice Glenn Murdock concurs in the result.

Heatherwood Holdings LLC operated the Heatherwood golf course.  HH
began having financial problems and in late 2008 notified the
former owner HGC Inc., that the golf course was about to cease
operation.  On January 6, 2009, HH filed for Chapter 11 bankruptcy
protection, seeking to sell the property for any use, not limited
to the golf course.  HGC, which was formed by members of the
Heatherwood golf course/club and homeowners in the area, objected,
alleging there is an implied restrictive covenant that limits use
of the property.

A copy of the Supreme Court's opinion dated October 22, 2010, is
available at http://is.gd/glGc6from Leagle.com.


HOME SERVICES: Loses Contract with HRA, Slashes 2,065 Jobs
----------------------------------------------------------
Barbara Benson, writing for Crain's New York Business, reports
that Home Services Systems Inc. lost its contract with New York
City's Human Resources Administration three weeks ago.  The
company laid off 2,065 workers as a result.  The workers are
members of 1199 SEIU.  Most of those affected probably will be
offered jobs at Home Service Systems' successor, according to the
report.

Crain's reports that Home Service Systems could shut down as a
result of the loss of the contract, unless HRA reconsiders.  The
company is "considering its options in the aftermath" of the
contract loss, a spokesman said.

A Human Resources Administration spokeswoman did not provide
information on the contract by deadline.

Based in Astoria, Queens, in New York, Home Service Systems
provides home-attendant services to almost 1,900 Medicaid-eligible
clients in Queens, Brooklyn, Manhattan and the Bronx.  Home
attendants provide personal-care services such as feeding;
assisting in bathing, toileting and grooming; and light
housekeeping chores such as laundry and meal preparation.  It is
affiliated with HANAC Inc., a Manhattan-based social-services
agency.


HORMI HOLDING: All Three Properties on the Market
-------------------------------------------------
Dave Canfield at The Record reports that Hormi Holding Company,
which is under Chapter 11 protection, said it has more than
$4.7 million in assets -- nearly all on account of its three real
estate properties -- and about $2 million due to creditors.

According to the Record, three properties owned by the company in
Troy were placed up for sale, including the Daisy Baker's building
at 33 Second St., which is listed at $2.25 million.  The other two
properties are 17 First St., which houses the bar Footsy Magoos,
and 1 Monroe St., the former Bruno Machinery building on the South
Troy waterfront.  They are on the market at $1.795 million and
$595,000, respectively.

According to the report, the three properties owe in excess of
$275,000 in back taxes to the city of Troy, according to documents
filed seeking bankruptcy protection.  Their state and federal
taxes are paid up to date.

Based in Central Isip, New York, Hormi Holding Company Inc. filed
for Chapter 11 bankruptcy protection on Oct. 8, 2010 (Bankr.
C.D. Calif. Case No.:10-22788).  Judge Maureen Tighe presided the
case.  Peter M. Lively, Esq., at the Law Offices of Peter M.
Lively, represents the Debtor.  The Debtor estimated assets of
between $1 million and $10 million, and debts of between $500,000
and $1 million.


HARBOR REAL ASSET: Proposes Ray Quinney as Chapter 11 Counsel
-------------------------------------------------------------
Harbor Real Asset Fund, LP, asks the U.S. Bankruptcy Court for the
District of Utah for permission to employ Ray Quinney & Nebeker
P.C., as general bankruptcy counsel.

The Debtor previously requested authorization to engage Parsons
Kinghorn Harris, P.C. to represent it as its general bankruptcy
counsel but the Court declined to approve the engagement because
PKH also was representing affiliate HRAF Holdings, LLC, in a
separate Chapter 11 case.  The Court believes separate counsel
must represent the Debtors.

RQN will, among other things:

   -- assist the Debtor in analyzing and pursuing possible
      business reorganizations;

   -- review, analyze and advise the Debtor regarding claims or
      causes of action to be pursued on behalf of its estate; and

   -- review, analyze and advise the Debtor regarding issues
      involving the Debtor and HRAF.

Michael Johnson, a shareholder and director of RQN, tells the
Court that RQN has not received a retainer from the Debtor, but
understands that PKH currently holds an $11,612 retainer to secure
partial or total payment of RQN's allowed fees and costs.

Mr. Johnson adds that his hourly rate is $345.  The hourly rates
of other RQN personnel are:

     Shareholders                          $210 to $345
     Of Counsels                           $255 to $290
     Associates                            $160 to $220
     Paralegals                            $115 to $135

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

Mr. Johnson can be reached at:

     Michael R. Johnson, Esq.
     RAY QUINNEY & NEBEKER P.C.
     36 South State Street, 14th Floor
     P.O. Box 45385
     Salt Lake City, UT 8415-0385
     Tel: (801) 532-1500
     Fax: (801) 532-7543
     E-mail: mjohnson@rqn.com

                 About Harbor Real Asset Fund L.P.

Midvale, Utah-based HRAF Holdings, LLC, filed for Chapter 11
bankruptcy protection on September 9, 2010 (Bankr. D. Utah Case
No. 10-32433).  Affiliate Harbor Real Asset Fund L.P. filed for
Chapter 11 bankruptcy protection on September 9, 2010 (Bankr. D.
Utah Case No. 10-32436).  The two cases are consolidated and
jointly administered under the case of HRAF.

The Debtors estimated their assets and debts at $10 million to
$50 million each, as of the Petition Date.  Parsons Kinghorn
Harris, P.C., serves as general bankruptcy counsel for HRAF.


HILEX POLY: S&P Changes Outlook to Negative, Affirms 'B' Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised the
outlook on Hilex Poly Co. LLC to negative from stable and affirmed
the 'B' preliminary corporate credit rating.

Based on the revised preliminary terms and conditions, the 'B'
preliminary issue-level rating and '3' preliminary recovery
rating on the company's proposed $135 million first-lien secured
term loan are unchanged.  These ratings indicate S&P's expectation
that term loan lenders would experience meaningful (50% to 70%)
recovery in a payment default scenario.  Although the company
is downsizing its proposed term loan to $135 million from
$160 million, the interest rate on the term loan is meaningfully
higher, and the scheduled term loan amortization is increasing
to 10% from 1%.

Hilex plans to use proceeds from the $135 million term loan to
repay existing debt, fund a dividend to shareholders, and for
ongoing working capital purposes.  As part of the financing plan,
the company is also placing an unrated $25 million asset-based
revolving credit facility.

The outlook revision to negative incorporates the company's less
than adequate liquidity after the downsizing of its term loan.

"The preliminary ratings on Hilex reflect a vulnerable business
position in a niche segment for plastic bags and film products
used mainly in high-volume grocery stores, and an aggressive
financial profile that incorporates less than adequate liquidity,
limited covenant headroom, and minimal free cash flow after debt
amortization requirements," said Standard & Poor's credit analyst
Liley Mehta.

The negative outlook reflects the potential for a lower rating if
there is any deterioration in the company's liquidity position.
Operational challenges could occur if the company experiences
unexpected volume declines owing to a shift in consumer preference
or legislation banning plastic bags in other large markets,
increased competition from imports, or a significant decline in
business from a key customer.

S&P could lower the ratings if availability under the revolving
credit facility declines meaningfully and if the EBITDA cushions
under covenants deteriorate to single-digit percentage levels.
S&P could also lower the ratings if debt increases beyond current
levels, free cash flow turns negative for an extended period, or
if the key credit metric of funds from operations to total debt is
below 12% on a consistent basis.  In addition, S&P has
reservations about financial policy, particularly in light of the
proposed debt-financed dividend recapitalization and acquisition-
driven growth strategy.

S&P could revise the outlook to stable if the company's cost
structure improves, liquidity and free cash generation strengthen
meaningfully, and the company maintains a comfortable cushion with
respect to covenant compliance.


HOSPITALITY PROPERTIES: S&P Cuts Preferred Stock Rating to 'BB'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Hospitality Properties Trust to 'BBB-' from 'BBB'.
Concurrently, S&P lowered its rating on the company's senior
unsecured notes to 'BBB-' from 'BBB', affecting roughly
$1.97 billion in rated securities.  S&P also lowered its rating on
the company's preferred stock to 'BB' from 'BB+'.  S&P revised its
outlook on HPT to stable from negative.

"The downgrade reflects S&P's view that the high volatility HPT's
tenants' businesses--travel centers and hotels--demonstrated
during the recent business cycle will be an ongoing feature of
these businesses," said Standard & Poor's credit analyst Elizabeth
Campbell.  "While S&P acknowledge that HPT's financial metrics
have remained fairly stable to date, due to structural supports
from its conservative lease and management contract structure, S&P
believes HPT may have difficulty maintaining current rent levels
given the weakness in its tenants' underlying businesses, and the
company could face earnings erosion from rent shortfalls, downward
rent renegotiations, or asset impairment charges over the next
business cycle."

Additionally, Standard & Poor's believe prospects for favorable-
yielding investment opportunities -- to offset potential future
earnings declines -- could be limited due to strong competition
for acquisitions.

S&P expects operating performance for HPT's hotel tenants to
improve slowly, but that rent coverage levels will remain below 1x
through 2011.  S&P also expects tenant TA's business to remain
weak and its earnings volatile.  However, S&P has tolerance at the
lower rating level for protracted rent coverage weakness.  In the
longer term, S&P would consider lowering the ratings further if
lease renegotiations result in significant declines in rents or
tenant credit quality continues to erode.  Conversely, ratings
improvement would be contingent on strong and stable performance
from TA and a recovery in lodging tenant rent coverage that drives
sustained improvement in HPT's rent and EBITDA interest coverage.


IDEAL DIAMOND: Files for Bankruptcy Amid Infringement Fight
-----------------------------------------------------------
Ideal Diamond Solutions, Inc., filed for Chapter 11 bankruptcy
protection (Bankr. E.D.N.Y. Case No. 10-50037) on October 25, with
assets of between $50,000 and $100,000 but liabilities totaling
$100,000 to $500,000.

Laura Mortkowitz, writing for Crain's New York Business, reports
that in March 2010, Blue Nile filed a copyright infringement
lawsuit against IDS, claiming it copied photographs, pages and
features and used them on other jewelers' Web sites.

Crain's reports that David Brown, owner of Kilman Jewelers in
Smyrna Beach, Fla., has been dragged into the lawsuit because
Ideal Diamond made a demo site using what Blue Nile claims is its
content.  Mr. Brown had no interest in a site, but he agreed to
see the demo they could create.

According to Crain's, despite Ideal Diamond's promises to take
care of the legal fees and ask Blue Nile to drop Kilman from the
lawsuit, Mr. Brown said, six months later Ideal Diamond told
Kilman to get its own legal representation.

Brooklyn-based Ideal Diamond Solutions is a two-year-old company
that built customized Web sites for independent jewelers.  Crain's
notes it was the brainchild of industry veteran Larry Chasin, who
got his start with his family's jewelry business before working at
Kwiat Inc. for 11 years.  In 2008, Mr. Chasin founded Ideal
Diamond Solutions to "level the online playing field, and to
empower the independent retail jeweler," according to his Web
site.


IRH VINTAGE: Can Continue Using Cash Collateral
-----------------------------------------------
IRH Vintage Park Partners, LP, et al., and obtained interim
authorization from the Hon. Jeff Bohm of the U.S. Bankruptcy Court
for the Southern District of Texas to use cash collateral until
December 2010.

Capmark Bank allegedly holds liens on the Debtors' assets.  In
July 2007, Debtors IRH and VPI General Partner, LLC's entered
into a loan agreement with Capmark Bank, which provided, among
other things, that Capmark loan the Debtor $41 million for the
purchase of Vintage Park Apartment Homes.  The Loan Agreement was
subsequently modified by written agreement dated June 2009, and
executed by the Debtor and Capmark, and as further modified
pursuant to a second loan modification agreement dated January
2010, executed by the Debtor and Capmark.  The Loan matured in
July 2010.  As of the Petition Date, the outstanding indebtedness
owed to Capmark is approximately $41 million.

T. Josh Judd, Esq., at Hoover Slovacek LLP, 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 weekly budget, a copy of which is available for free
at http://bankrupt.com/misc/IRH_Vintage_cashcollateral_budget.pdf

The IRH Debtor will establish a debtor in possession account for
deposit of all receipts by it after the Petition Date and the
deposits will not be used for any purpose not specifically
authorized by court order and won't be commingled with any other
funds.  Tenant security deposits will be maintained in a separate
debtor in possession account and the funds won't be considered
cash collateral.  The IRH Debtor is authorized to pay/return
tenant security deposits in the ordinary course of business.

As partial adequate protection for use by IRH Debtor of the cash
collateral and for any diminution in the value of the cash
collateral, Capmark is granted an extension of its prepetition
liens to all postpetition assets of the estate with the same force
and effect and in accordance with the priorities of the liens of
Capmark that attach to the prepetition assets.

As further partial adequate protection, the IRH Debtor will:
(i) deposit with Capmark property tax escrow payments of $106,120
per month on  October 15, November 15, December 15, 2010, and
January 15, 2011, and the funds will be held in escrow for payment
of the 2010 property taxes; (ii) deposit with Capmark, with the
first payment to be made to Capmark by November 1, 2010, and on
the first day of each month thereafter, insurance escrow payments
of $10,915, and the funds will be held in escrow by Capmark for
payment of insurance on the property; and (iii) pay to Capmark
$75,000 per month, with the first payment to be made to Capmark by
November 1, 2010, and on the first day of each month thereafter
through the termination date.

The IRH Debtor will give notice of this court order to all
creditors and parties in interest.  The parties will be notified
that they have 21 days from the date of mailing of the notice to
object he entry of this court order and the proposed adequate
protection payments, in which case a hearing on this court order
will be held.  This court order will be a preliminary order during
the 21-day period.  If no objections are timely filed and served,
this court order will become the final court order.

Birmingham, Alabama-based IRH Vintage Park Partners, L.P., dba
Vintage Park Apartment Homes, is a limited partnership that owns
and operates a large 324 unit upscale gated apartment community
located at 15727 Cutten Road, in northwest Houston.  IRH is owned
by VPI General Partner, LLC, its 1% general partner and Vintage
Park Investments, LLC, its 99% limited partner.

                          About IRH Vintage

IRH Vintage filed for Chapter 11 bankruptcy protection on
September 2, 2010 (Bankr. S.D. Texas Case No. 10-37503).  Edward L
Rothberg, Esq., Melissa Anne Haselden, Esq., and T. Josh Judd,
Esq., at Hoover Slovacek, LLP, assist the Debtor in its
restructuring effort.  The Debtor estimated its assets and debts
at $10 million to $50 million as of the petition date.


ISLAND ONE: Can Continue Using Cash Collateral Until Nov. 17
------------------------------------------------------------
Island One, Inc., et al., obtained interim authorization from the
Hon. Karen S. Jennemann of the U.S. Bankruptcy Court for the
Middle District of Florida to use the cash collateral of Textron
Financial Corporation and Liberty Bank, N.A., until 5:00 p.m. (ET)
on November 17, 2010.

As reported by the Troubled Company Reporter on September 21,
2010, the Debtors sought and obtained interim authorization from
the Court to use the cash collateral until 5:00 p.m. (ET) on
October 8, 2010.

Elizabeth A. Green, Esq., at Baker & Hostetler LLP, 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/ISLAND_ONe_budget.pdf

Each creditor with a security interest in the cash collateral
will, to the extent of the diminution in value of cash collateral,
have a perfected post-petition lien against the cash collateral to
the same extent and with the same validity and priority as the
creditor's prepetition lien, and in all of the Debtors' pre-
petition and post-petition assets of every kind, nature, and
description, tangible and intangible, now existing or hereafter
arising.  If the Replacement Liens and other forms of adequate
protection are insufficient to provide adequate protection for the
secured creditors, the Debtor will grant each of the secured
creditors allowed superpriority claims against the Debtors'
estates.

The Debtors will maintain insurance coverage for their properties
in accordance with the obligations under the loan and security
documents with the secured creditors.

The Court has set a final hearing for November 17, 2010, at
9:30 a.m. (ET), on the Debtor's request to use cash collateral.

Orlando, Florida-based Island One, Inc., filed for Chapter 11
bankruptcy protection on September 10, 2010 (Bankr. M.D. Fla. Case
No. 10-16177).  Elizabeth A. Green, Esq., at Baker & Hostetler
LLP, assists the Debtor in its restructuring effort.  The Debtor
estimated its assets and debts at $100 million to $500 million as
of the Petition Date.


ISLAND ONE: Creditors Committee Taps Bush Ross as Counsel
---------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of Island One, Inc., et al., asks the U.S. Bankruptcy Court
for the Middle District of Florida for permission to employ Adam
Lawton Alpert, Esq., a shareholder, and Bush Ross, P.A. as its
general counsel.

Bush Ross will, among other things:

   a. give the Committee legal advice with respect to its powers
      and duties;

   b. consult with the Committee and the Debtors regarding the
      administration of the bankruptcy case; and

   c. investigate the acts, conduct, assets, liabilities, and
      financial condition of the Debtor, the operation of the
      Debtors' business, and any other matter relevant to the case
      or to the formulation of a plan;

The Court document did not mention about Bush Ross' compensation
for services to be rendered.

To the best of the Committee's knowledge, Bush Ross and
Mr. Alpert, are "disinterested persons" as that term is defined in
Section 101(14) of the Bankruptcy Code.

                      About Island One, Inc.

Orlando, Florida-based Island One, Inc., filed for Chapter 11
bankruptcy protection on September 10, 2010 (Bankr. M.D. Fla. Case
No. 10-16177).  Elizabeth A. Green, Esq., at Baker & Hostetler
LLP, assists the Debtor in its restructuring effort.  The Debtor
disclosed $155,100,767 in assets and $310,897,452 in liabilities
as of the Petition Date.


ISLAND ONE: Files Schedules of Assets and Liabilities
-----------------------------------------------------
Island One, Inc., filed with the U.S. Bankruptcy Court for the
Middle District of Florida its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $25,413,232
  B. Personal Property          $129,687,535
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                              $114,165,670
  E. Creditors Holding
     Unsecured Priority
     Claims                                        $1,036,344
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                      $195,695,438
                                 -----------      -----------
        TOTAL                   $155,100,767     $310,897,452

IOI Funding I, LLC, a debtor-affiliate, disclosed total assets of
$9,230,309, and total liabilities of $7,265,160.

                      About Island One, Inc.

Orlando, Florida-based Island One, Inc., filed for Chapter 11
bankruptcy protection on September 10, 2010 (Bankr. M.D. Fla. Case
No. 10-16177).  Elizabeth A. Green, Esq., at Baker & Hostetler
LLP, assists the Debtor in its restructuring effort.  The Debtor
estimated its assets and debts at $100 million to $500 million as
of the Petition Date.


ISLAND ONE: Plan Contemplates Sale of Assets to Pay Creditors
-------------------------------------------------------------
Island One, Inc., et al., submitted to the U.S. Bankruptcy Court
for the Middle District of Florida a Plan of Reorganization and an
explanatory Disclosure Statement.

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

According to the Disclosure Statement, the Plan contemplates a
sale process under which: (i) some or all of the Debtors' assets
will be sold to the highest and best bidder followed by a
distribution of the proceeds to creditors based upon the
priorities; or (ii) the equity interests in the Reorganized
Debtors would be sold and transferred in connection with a
confirmable reorganization plan outlined in the prevailing equity
bid.  The ultimate Plan treatment is completely dependent upon the
outcome of the sale process.

The Debtors intend to retain Western Reserve Partners LLC as
postpetition investment bankers in order to assist in the search
for a purchaser of some or all of the assets or for an equity
partner.  The Debtors, the Chief Sale Officer, and Western have
already commenced updating a data room to facilitate the sale and
has begun the process of marketing its assets to those parties
reasonably known by the Debtors to have a potential interest in
purchasing the Debtors' assets or making an equity investment in
one or more of the Debtors.

In the event, certain classes may be paid from proceeds of the
sale in accordance with the priorities, and others may be subject
to treatment outlined in the winning equity bid.

The Debtors, Bay Harbour Management, and lenders Textron Financial
Corporation and Liberty Bank are continuing discussions which may
lead to a motion seeking approval of Bay Harbour Management as a
"stalking horse" bidder for the equity interests in the Debtors.
In such event, the Debtors may seek to further amend or modify
this Disclosure Statement and the Plan.

Any party with an interest in making a bid on the Debtors' equity
interest under the Plan or otherwise bidding on the Debtors'
assets in whole or part must deliver to Debtors and Debtors'
counsel a letter of interest and a bid deposit equal to the lesser
of $500,000 or 10% of the minimum bid price set by the Debtors.
Executed purchased agreements by proposed bidders are due December
3.  If there are multiple bidders for the assets, an auction will
be held December 10.

The Plan also provides for these terms:

    -- To the extent assets securing an allowed secured claim are
       sold for cash as part of the Sale Process, the holder of
       the secured claim will be entitled to payment from the
       proceeds of the sale.

    -- In the event the assets securing an allowed secured claim
       are sold in connection with an equity purchase, the Plan
       will be modified or amended to provide for the proposed
       payment to the holder of the allowed secured claim.

    -- In the event the assets securing an allowed secured claim
       are not sold for cash or in connection with an equity
       purchase, the debtors will transfer the collateral back to
       the holder of the allowed secured claim or into a
       liquidating trust for the holder's benefit.

    -- Holders of allowed unsecured claims will be entitled to
       payment from the proceeds of any cash sale.  In the event
       the assets of the debtors are sold in connection with an
       equity purchase, the Plan will be modified or amended to
       provide for the proposed payment to holders of allowed
       unsecured claims.  In the event the debtors' assets are not
       sold, allowed unsecured creditors will receive no
       distribution.

   --- Allowed Equity Interests will be cancelled.

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

                      About Island One, Inc.

Orlando, Florida-based Island One, Inc., filed for Chapter 11
bankruptcy protection on September 10, 2010 (Bankr. M.D. Fla. Case
No. 10-16177). Jimmy D. Parrish, Esq., and Elizabeth A. Green,
Esq., at Baker & Hostetler LLP, serve as bankruptcy counsel to the
Debtor.  In its schedules, the Debtor disclosed $155,100,767 in
assets and $310,897,452 in liabilities as of the Petition Date.


ISLAND ONE: U.S. Trustee Forms Three-Member Creditors Committee
---------------------------------------------------------------
Donald F. Walton, the U.S. Trustee for Region 21, appointed three
members to the official committee of unsecured creditors in the
Chapter 11 cases of Island One, Inc., et al.

The Creditors Committee members are:

1. Kenneth Campbell
   8400 Darlene Dr.
   Orlando, FL 32836
   Tel: (407) 766-0523
   E-mail: ken.campbell@myeetravel.com

2. Virgin Islands Design Build Group, LLC
   c/o Peter Locke
   5031 Cotton Valley 55 H&C
   Christiansted, St. Croix, VI 00820
   Tel: (340) 718-1400
   Fax: (340) 718-8002
   E-mail: plockel@msn.com

3. Peninsula Resort Management, LLC
   c/o Marsha G. Madorsky
   100 SE 2d Street, Suite 4200
   Miami, FL 33133
   Tel: (305) 588-0824
   Fax: (305) 530-0055
   E-Mail: mmadorsky@carltonfields.com

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtor's
expense.  They may investigate the Debtor's business and financial
affairs.  Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.  Those
committees will also attempt to negotiate the terms of a
consensual Chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest.  If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee.  If the Committee concludes reorganization
of the Debtor is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

                      About Island One, Inc.

Orlando, Florida-based Island One, Inc., has provided timeshare
vacation experiences through resort development and hospitality
management since 1981 when it was founded by Deborah Linden and
the Springer family.  Today it owns and manages eight resorts in
Florida and one resort in St. Croix U.S. Virgin Islands.  Its
vacation club, The Club Navigo, includes 29 resort destinations
throughout the United States, the Caribbean, Latin America and
Europe.

Island One and its affiliates filed for Chapter 11 bankruptcy
protection on September 10, 2010 (Bankr. M.D. Fla. Lead Case No.
10-16177). Jimmy D. Parrish, Esq., and Elizabeth A. Green, Esq.,
at Baker & Hostetler LLP, serve as bankruptcy counsel to the
Debtor.  In its schedules, the Debtor disclosed $155,100,767 in
assets and $310,897,452 in liabilities as of the Petition Date.


JACQUELINE AMRIKHAS: Case Summary & 17 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Jacqueline Amrikhas
        180 Harbor Drive, Suite 101
        Sausalito, CA 94965

Bankruptcy Case No.: 10-14111

Chapter 11 Petition Date: October 25, 2010

Court: United States Bankruptcy Court
       Northern District of California (Santa Rosa)

Judge: Alan Jaroslovsky

Debtor's Counsel: Craig K. Welch, Esq.
                  LAW OFFICE OF CRAIG K. WELCH
                  809 Petaluma Blvd. N
                  Petaluma, CA 94952
                  Tel: (707) 782-1790
                  E-mail: cwelch@craigwelchlegal.com

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

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

A list of the Debtor's 17 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/canb10-14111.pdf


KEYBANK NA: Fitch Puts B Support Floor Rating on Watch Negative
---------------------------------------------------------------
Fitch Ratings has placed the Support and Support Floor ratings of
KeyBank, NA, on Rating Watch Negative following initial
interpretation of the Dodd-Frank Wall Street Reform and Consumer
Protection Act and its implications for systemically important
financial institutions.  KeyBank, NA's Issuer Default Rating and
issue-level ratings are currently above their Support Floor
Ratings as the IDR and issue-level ratings reflect the company's
stand-alone strength, and do not rely on any implied government
support.

As such, KeyBank, NA's IDR and issue-level ratings are unaffected
by the action.  The ratings of KeyBank, NA's parent company
KeyCorp and its other affiliates are also unaffected.  Similar
actions have been taken for other large U.S. banks.

Refer to Fitch's press release dated Oct. 22, 2010, titled 'Fitch:
U.S. FI Support Ratings Potentially Impacted by Proposed FDIC
Rules' for additional information.  Fitch's ratings of banks have
always encompassed a view of intrinsic creditworthiness expressed
through the Individual rating, while Fitch's view of Support has
been expressed separately through its Support framework.  Support
Ratings communicate Fitch's judgment on whether the bank would
receive support from the U.S. Government should this become
necessary.  The recently enacted legislative framework and
potential regulatory rulemaking primarily affect Fitch's sovereign
Support framework.

Fitch places these ratings on Rating Watch Negative:

KeyBank, NA

  -- Support '4';
  -- Support Floor 'B'.


KOOSHAREM CORP: S&P Downgrades Corporate Credit Rating to 'CCC-'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Koosharem Corp. to 'CCC-' from 'CCC'.  The rating
outlook is negative.

All existing issue-level ratings on Koosharem's debt were also
lowered by one notch in conjunction with the corporate credit
rating downgrade.  The recovery ratings on the company's debt
issues remain unchanged.

Total debt outstanding was $588 million as of Sept. 5, 2010.

"The downgrade reflects Koosharem's continued delays in delivering
its 2009 audited financial statements, and the risk that company's
first-lien lenders could accelerate their loans if the company is
not able to deliver financial statements over the near term,"
explained Standard & Poor's credit analyst Hal Diamond.  "The
rating also considers Koosharem's strained liquidity, as first-
lien lenders have frozen its access to borrowing."

Koosharem previously had proposed the exchange of its $100 million
second-lien term loan into equity, but this plan was not
consummated and was cancelled in February 2010.  S&P would further
lower its corporate credit rating if S&P becomes convinced that
the company will seek to restructure its debt for equity again.
In S&P's rating methodology, Standard & Poor's considers the
completion of a debt-to-equity exchange, even with investor
consent, to be tantamount to a default when the nonpayment is a
function of the borrower being in financial distress.

S&P views Koosharem's business risk profile as vulnerable because
of its position as a small player in the highly fragmented,
competitive, and cyclical temporary staffing industry.  Slightly
less than half of Koosharem's revenues are generated in
California, which was severely affected by weak local market
conditions in 2009.  The company has a highly leveraged financial
profile, in S&P's view, because of very high debt usage.

Lease-adjusted debt to EBITDA declined to a still-high 7.8x in the
12 months ended Sept. 5, 2010, from 8.2x at the end of 2009.
Lease-adjusted EBITDA coverage of interest expense declined to
1.6x from 2.3x over the same period because of increased pricing
under the credit agreements, which were amended in December 2009
and again in May 2010.  Interest coverage is likely to decline
over the near term due to a further increase in loan pricing as a
result of the company's inability to deliver financial statements.

EBITDA conversion into discretionary cash flow was roughly 40% in
the 12 months ended Sept. 5, 2010, versus 15% in 2009, as working
capital (especially an increase in other liabilities) has been a
source of funds.  However, S&P expects discretionary cash flow
will be minimal in full-year 2010, due to higher interest expense,
receivables funding requirements, and S&P's expectation that the
company's working capital cash generation cannot be sustained.


KRONOS INT'L: Posts $15.4-Mil. Net Income in Sept. 30 Quarter
-------------------------------------------------------------
Kronos International Inc. filed its quarterly report on Form 10-Q
with the Securities and Exchange Commission, reporting net income
of $15.4 million on $254.4 million of net sales for the three
months ended Sept. 30, 2010, compared with net income of
$3.0 million on $184.5 million of net sales for the same period a
year ago.

The Company's balance sheet at Sept. 30, 2010, showed
$198.7 million in total assets, $173.8 million in total current
liabilities, $736.7 million in total noncurrent liabilities, and
stockholder's equity of $103.4 million.

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

                    About Kronos International

Kronos International, Inc., produces and markets TiO2 pigments in
Europe, and is a wholly owned subsidiary of Kronos Worldwide,
Inc., headquartered in Dallas, Texas.

                           *     *     *

As reported by the Troubled Company Reporter on June 25, 2010,
Moody's Investors Service raised Kronos International's Corporate
Family Rating to B3 from Caa1 and the rating on the EUR400 million
senior secured notes due 2013 to Caa1 from Caa2.  The upgrade
reflects KII's better operating results, improved titanium dioxide
market conditions and the expectation that credit metrics will
improve further in 2010.  The outlook is stable.

Moody's also said KII's liquidity is supported by its positive
cash flow from operations, cash balances and unused availability
under its EUR80 million revolving credit, which matures in less
than one year (May 2011).  Total use of the revolver was restored
to the company in May 2010 after complying with the amended
covenants in the first quarter 2010.  Availability had been
limited to EUR51 million since the facility was amended in
September 2009 to accommodate the shortfall in EBITDA generation
during the global economic downturn, which would have led to a
violation of the leverage covenant.  The improved profitability in
2010 could allow the company to meet the original financial
covenants and revert the credit facility to its pre-amendment
terms and conditions.

The TCR on April 19, 2010, reported that Fitch Ratings has
upgraded Kronos' Issuer Default Rating to 'B-' from 'CCC' and its
securities ratings: Senior secured revolving credit facility to
'BB-/RR1' from 'B+/RR1'; Senior secured notes to 'B-/RR4' from
'CCC/RR4'.  The Rating Outlook has been revised to Stable from
Negative.

Fitch said the ratings reflect high financial leverage at Kronos
International as well as Kronos Worldwide's solid market position
in the TiO2 industry, the fifth largest globally with 10% of
global capacity.  The ratings also reflect the early stages of a
recovery in the TiO2 industry and Fitch's expectations that
earnings over the next 24 months will remain below the average
over the period from 2005 through 2008.


LEIGH RZASA-ORMES: May Recoup $82,015 Paid to Arturi D'Argenio
--------------------------------------------------------------
Leigh Rzasa-Ormes seeks summary judgment on Count I of the Amended
Complaint against Arturi, D'Argenio, Guaglardi & Meliti, LLP and
Conrad Roncati, pursuant to Sections 547 and 550 of the Bankruptcy
Code.  The Plaintiff seeks to avoid and recover $82,015.63 in
preferential transfers to the Defendants.

The Defendants argue the Transfers were to or for the benefit of
the Defendants, that the Transfers were for or on account of an
antecedent debt owed by the Plaintiff to the Defendants, and that
the payments were made within 90 days of the Petition date.  The
Defendants deny that the Plaintiff was insolvent at the time of
the Transfers or that the Transfers enabled the Defendants to
"receive more" than they would have through a hypothetical
Chapter 7 liquidation.

The Hon. Donald H. Steckroth holds that Defendant has not raised
triable issues of fact.  Therefore, the motion for summary
judgment is granted in its entirety.

The case is Rzasa-Ormes, et al., v. Arturi, D'Argenio, Guaglardi &
Meliti, LLP et al., Adv. Proc. No. 09-01883 (Bankr. D. N.J.), and
a copy of the Court's decision dated October 25, 2010, is
available at http://is.gd/glDbgfrom Leagle.com.

New Jersey-based Leigh Rzasa-Ormes, Mahwah filed for Chapter 11
bankruptcy protection (Bankr. D. N.J. Case No. 09-23958) on
May 29, 2009.  Richard D. Trenk, Esq., at Trenk, DiPasquale,
Webster, Della Fera & Sodono, P.C., served as Debtor's bankruptcy
counsel.  The Debtor estimated $10 million to $50 million in both
assets and debts.  On April 1, 2010, the Court entered an Order
confirming the Debtor's Chapter 11 Plan.


LIONS GATE: Says MGM Deal to Create Opportunities for Stakeholders
------------------------------------------------------------------
Lions Gate Entertainment Corp. on October 25, 2010, sent a letter
to Metro-Goldwyn-Mayer Inc. in connection with its proposal for
the potential combination of the business of the Company and MGM.

Jon Feltheimer, Co-Chairman and CEO of Lions Gate, told MGM in the
letter that Lions Gate continues to believe that a merger with MGM
represents a unique, value creating opportunity for the
stakeholders of Lions Gate and MGM.

Lions Gate made a presentation on July 13, 2010, to the steering
sub-committee of the MGM lender group.  In Monday's letter, Mr.
Feltheimer said Lions Gate believes that recent positive
developments at Lions Gate and MGM, as well as further specific
and actionable opportunities, have the potential to increase cash
flow from Lions Gate's July projections by over $40 million in
fiscal year 2011 and over $120 million over the subsequent five
years.

Specifically:

     1) an incremental $10 million to $15 million of annual
        overhead savings for a total potential annual overhead
        savings of over $100 million per year. This results in
        approximately $68 million of savings over five years vs.
        the July Projections;

     2) Positive developments in Lions Gate's Channel Ventures,
        including the recently announced EPIX deal with Netflix,
        resulting in significant cash flow improvements;

     3) The exercise of MGM's right to `opt-out' of certain
        elective distribution right `buyouts'.

"Importantly, these projections and actionable opportunities make
this plan cash flow positive in the first fiscal year after MGM
emerges from bankruptcy and have the potential to generate greater
than 100% recovery rate for the MGM secured creditors on the par
value of the prepetition bank debt (including swaps) on a non-
discounted basis assuming a five year holding period.  These
recoveries include MGM's 55% of equity in the combined company and
the $500 million of cash/take back debt under the current
Lionsgate proposal," Mr. Feltheimer wrote.

The Letter included as exhibits, (i) material portions of a slide
presentation dated July 13, 2010, previously made available to the
Lender Steering Subcommittee for MGM, (ii) a proposal dated
October 11, 2010, sent to Houlihan Lokey, financial advisor to the
Subcommittee for the potential transaction, (iii) diligence
questions sent by Moelis & Company, MGM's financial advisor, in
connection with the potential transaction, and (iv) a response
from the Company, dated October 15, 2010 to the Diligence
Questions.

Members of the Subcommittee and Moelis & Company were subject to
certain confidentiality obligations.  The Company now anticipates
that the confidential information in the Secured Lender Package
will be made available to parties not subject to confidentiality
obligations.  Lions Gate said the Secured Lender Package was
prepared for the limited purpose of aiding the Subcommittee in its
evaluation of a potential combination of the business of the
Company and MGM.

Lions Gate has presented certain updated information to the
Presentation, in the Letter included in the Secured Lender
Package.  Other than as expressly stated in the Letter, the
Presentation has not been updated and no inference as to its
accuracy as of any date subsequent thereto shall be made.

A full-text copy of Lions Gate's letter is available at
http://ResearchArchives.com/t/s?6d11

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.

                         Prepackaged Plan

MGM's secured lenders will vote on the Company's prepackaged
bankruptcy plan tomorrow.  Mike Spector and Lauren A.E. Schuker,
writing for The Wall Street Journal, report that if the plan wins
enough support -- odds appear to favor it -- MGM will file for a
Chapter 11 bankruptcy as soon as Sunday.

As reported by the TCR on October 8, 2010, 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.

Gary Barber and Roger Birnbaum, currently Co-Chairman and Chief
Executive Officer of Spyglass Entertainment, would serve as the
Co-Chairman and Chief Executive Officer of MGM following the
company's emergence from Chapter 11.

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

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

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

MGM has hired investment bank Moelis & Company and Skadden, Arps,
Slate, Meagher & Flom.  According to the Wall Street Journal,
Moelis media banker Navid Mahmoodzedegan prepared a confidential
book for MGM's prospective buyers and advised on its subsequent
restructuring.  The Journal says Skadden's Jay Goffman, Esq.,
prepared bankruptcy papers and helped draw up a "prepackaged"
bankruptcy.

In August 2009, MGM hired the restructuring expert Stephen F.
Cooper to help lead the company.

The Journal also relates Irwin Gold, head of restructuring at Los
Angeles investment bank Houlihan Lokey, advises MGM's creditors.

                      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, acquired MGM from Kirk
Kerkorian for $5 billion in 2005.  The studio is now valued at
around $1.9 billion, according to The Wall Street Journal.

                     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.


LITE VIEW: Case Summary & 12 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Lite View Unlimited LLC
        3315 Bardstown Rd
        Louisville, KY 40218

Bankruptcy Case No.: 10-35636

Chapter 11 Petition Date: October 25, 2010

Court: United States Bankruptcy Court
       Western District of Kentucky (Louisville)

Judge: Thomas H. Fulton

Debtor's Counsel: David M. Cantor, Esq.
                  SEILLER WATERMAN LLC
                  462 S. 4th Street, Ste 2200
                  Louisville, KY 40202
                  Tel: (502) 584-7400
                  Fax: (502) 583-2100
                  E-mail: cantor@derbycitylaw.com

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

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

A list of the Company's 12 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/kywb10-35636.pdf

The petition was signed by Vimia Rai, manager.


LOEHMANN'S CAPITAL: Sweetens Exchange Offer as Deadline Looms
-------------------------------------------------------------
Loehmann's Capital Corp. on Monday said that -- in connection with
its pending private offer to exchange its outstanding 12% Senior
Secured Class A Notes due 2011, Senior Secured Class A Floating
Rate Notes due 2011 and 13% Senior Secured Class B Notes due 2011
for 12% Senior Secured Class A Notes due 2014, Senior Secured
Class A Floating Rate Notes due 2014 and 13% Senior Secured Class
B Notes due 2014 -- it is increasing the consideration offered to
eligible holders that validly tender their old notes on or prior
to October 27, 2010, the expiration date of the exchange offer.

Eligible holders that validly tender their old notes at or prior
to 11:59 p.m., New York City time, on October 27, 2010, will
receive $1,000 principal amount of new notes of the same class for
each $1,000 principal amount of their old notes that are accepted
for exchange.

As reported by the Troubled Company Reporter on September 27,
2010, eligible holders that validly tender their old notes after
October 22, 2010 but at or prior to 11:59 p.m., New York City
time, on October 27, 2010, would receive $970 principal amount of
new notes of the same class for each $1,000 principal amount of
their old notes that are accepted for exchange.

The consummation of the exchange offer will be subject to
customary conditions, including the receipt of valid and unrevoked
tenders of at least 97% in principal amount of the outstanding old
notes.

As reported by the TCR on October 15, 2010, Loehmann's said it has
received valid consents from holders representing more than 50% in
aggregate outstanding principal amount of the old notes.

Subject to applicable law, the company may terminate or amend,
modify or waive the terms of the exchange offer.

The new notes have not been and will not be registered under the
Securities Act of 1933, as amended, or any state securities laws,
may not be offered or sold in the United States absent
registration or an applicable exemption from registration
requirements, and will therefore be subject to substantial
restrictions on transfer.

The exchange offer are only being made, and copies of the exchange
offer documents will only be made available to, holders of old
notes who have certified to Loehmann's in an eligibility letter as
to certain matters, including their status as "qualified
institutional buyers," as that term is defined under the
Securities Act, "qualified purchasers," as that term is defined
under the Investment Company Act of 1940 and "disqualified Non-
U.S. Holders," as that term is defined in the eligibility letter.
Copies of the eligibility letter are available to qualified
holders through the information agent, Global Bondholder Services
Corporation, Attn:  Corporate Actions, at 65 Broadway, Suite 404,
New York, New York 10006, telephone number: 212-430-3774.  A
supplemental confidential offering memorandum, dated October 25,
will be distributed to qualified holders.

                  Oct. 1 Interest Payment Missed

As reported by the TCR on October 5, 2010, Loehmann's Capital
Corp. missed an October 1, 2010, interest payment on its senior
secured notes.  Standard & Poor's believes the company is not
likely to make the payment within the 30-day grace period.

S&P lowered its corporate credit rating on Loehmann's Holdings
Inc. to 'D' from 'CC' and the issue-level rating on the senior
secured notes to 'D' from 'C'.

As reported by the TCR on June 18, 2010, Bill Rochelle, bankruptcy
columnist at Bloomberg News, said Loehmann's hired three financial
advisory firms with experience in turnarounds and bankruptcy
reorganizations.  The firms are AlixPartners LLP, Perella Weinberg
Partners and Clear Thinking Group LLC, according to people with
knowledge of the situation.

Reuters on April 6 reported that Loehmann's said it was fulfilling
its financial obligations in response to new questions about its
ability to keep its operations afloat.  According to Reuters,
Loehmann's denied a report in The New York Post that it missed a
$6 million interest payment on its debt the previous week.  But a
source briefed on the situation said the store chain had delayed
payments to CIT Group Inc. in order to make the interest payment.
Reuters also reported that the NY Post, citing sources close to
the situation, also said suppliers to the company were holding
back shipments due to its deteriorating financial situation.

A source told Reuters that CIT had suspended its factoring
approvals for Loehmann's because the company had slowed payments
to vendors and to CIT due to the interest payment.  It was not
immediately clear if CIT had reinstated its factoring approval,
Reuters said.

Loehmann's received a speculative-grade "CC" corporate credit
rating from Standard & Poor's.  The ratings agency said in March
2010, "we believe that current cash on hand and availability under
the company's revolver may not be sufficient to cover operating
needs over the near term."

Loehmann's is a discount retailer with more than 60 stores.  The
Bronx, New York-based company is owned indirectly by Istithmar
PJSC, an investment firm owned by the government of Dubai.

Loehmann's emerged from a 14-month Chapter 11 reorganization with
a confirmed plan in September 2000. At the time, it operated 44
stores in 17 states.


MANSIONS AT HASTINGS: Files for Chapter 11 in Houston
-----------------------------------------------------
Mansions at Hastings Green, L.P., filed for Chapter 11 protection
(Bankr. S.D. Texas Case No. 10-39474) on Oct. 22, 2010.  An
affiliate, Mansions at Hastings Green Senior, L.P. (Bankr. S.D.
Texas. Case No. 10-39476), filed on the same day.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the owners of affordable-housing projects in Houston
sought bankruptcy protection to forestall the appointment of
receivers on their loans.

Mr. Rochelle relates that, according to court documents, the
Mansions Family Apartment Housing Community has 230 units with
monthly rents as high as $900. The Mansions Senior Living
Apartment Housing Community, a complex for residents aged 55 and
older, has 252 units and rents as high as $775 a month. They are
located beyond the Interstate 10 beltway in northwest Houston.
Both were finished in mid-2009 and are 95% rented.

According to the report, Wells Fargo Bank NA, the lender, declined
to extend the maturities of a $14 million construction loan for
the Mansions Family complex and a $13.2 million mortgage for the
Mansions Senior Living project, court papers show.  The owners
were unable to secure permanent financing to repay the loans.


MANSIONS AT HASTINGS: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Mansions at Hastings Green Senior, L.P.
        dba The Mansions Senior Living Apartment Housing Community
        Two Miranova Place, 12th Floor
        Columbus, OH 43215

Bankruptcy Case No.: 10-39476

Chapter 11 Petition Date: October 22, 2010

Court: United States Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Letitia Z. Paul

Debtor's Counsel: Edward L. Rothberg, Esq.
                  HOOVER SLOVACEK, LLP
                  5847 San Felipe, Suite 2200
                  Houston, TX 77057
                  Tel: (713) 977-8686
                  Fax: (713) 977-5395
                  E-mail: rothberg@hooverslovacek.com

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

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

The petition was signed by Gary L. McGlaughlin, vice president of
SCDC, LLC, managing member of Hastings Green, Senior, LLC,
additional general partner.

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

Debtor-affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Mansions at Hastings Green, L.P.       10-39474   10/22/10


MANSIONS AT HASTINGS GREEN: Voluntary Chapter 11 Case Summary
-------------------------------------------------------------
Debtor: Mansions at Hastings Green, L.P.
          dba The Mansions at Hastings Green, A Multifamily
              Community
        Two Miranova Place, 12th Floor
        Columbus, OH 43215

Bankruptcy Case No.: 10-39474

Chapter 11 Petition Date: October 22, 2010

Court: U.S. Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Letitia Z. Paul

Debtor's Counsel: Edward L. Rothberg, Esq.
                  HOOVER SLOVACEK, LLP
                  5847 San Felipe, Suite 2200
                  Houston, TX 77057
                  Tel: (713) 977-8686
                  Fax: 713-977-5395
                  E-mail: rothberg@hooverslovacek.com

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

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

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

The petition was signed by Gary L. McLaughlin, VP of SCDC, LLC,
managing member of Hastings Green, LLC, additional G.P.


MATANZAS PASS: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Matanzas Pass Marina Venture LLC
        10 Compass Rd
        Fort Lauderdale, FL 33308

Bankruptcy Case No.: 10-42467

Chapter 11 Petition Date: October 25, 2010

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

Judge: John K. Olson

Debtor's Counsel: John O. Hopkins, Esq.
                  J.O. HOPKINS AND ASSOCIATES, P.A.
                  1515 N Federal Hwy #107
                  Boca Raton, FL 33432
                  Tel: (561) 392-7000

Scheduled Assets: $2,000,000

Scheduled Debts: $3,600,788

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

The petition was signed by John Lesousky, managing member.


MATTHEW EDWARDS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Matthew J. Edwards
        1840 La Coronill Drive
        Santa Barbara, CA 93109

Bankruptcy Case No.: 10-15478

Chapter 11 Petition Date: October 25, 2010

Court: United States Bankruptcy Court
       Central District Of California (Santa Barbara)

Debtor's Counsel: Joseph M. Sholder, Esq.
                  GRIFFITH & THORNBURGH, LLP
                  8 E Figuerora St Ste 300
                  Santa Barbara, CA 93101
                  Tel: (805) 965-5131
                  Fax: (805) 965-6751
                  E-mail: sholder@g-tlaw.com

Scheduled Assets: $6,160,180

Scheduled Debts: $4,409,022

A list of the Debtor's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/cacb10-15478.pdf


METRO-GOLDWYN-MAYER: Icahn Has 3-Headed Attack on Prepack Plan
--------------------------------------------------------------
Carl Icahn has launched a three-headed attack to win over Metro-
Goldwyn-Mayer Inc. creditors' support and scuttle the studio's
prepackaged bankruptcy plan:

     (A) On Tuesday, Mr. Icahn said his affiliated entities are
         commencing a tender offer for Metro-Goldwyn-Mayer Inc.
         senior secured loans.  Tuesday's Tender Offer is at a
         purchase price of $0.53 per $1.00 in principal amount and
         is conditioned on at least $1.6 billion in principal
         amount of Senior Loans being tendered in the Tender
         Offer.  If Tender Offer condition is satisfied and the
         Spyglass Prepackaged Plan is rejected, then the Icahn
         affiliates will purchase $1.6 billion in principal amount
         of Senior Loans, less those accepted pursuant to the Put
         Offer now in progress.  This amount plus the amount of
         Debt currently owned by the Icahn parties will
         approximate 51% of the outstanding Senior Loans.  Payment
         for tendered Senior Loans accepted in the Tender Offer
         will be made immediately following acceptance.  Mr.
         Icahn, in its sole discretion, may accept tenders as they
         are made, whether or not any conditions are satisfied,
         and may accept any amount tendered, but in no event will
         Mr. Icahn accept more than the $1.6 billion stated.

     (B) On Wednesday, Mr. Icahn said his affiliated entities have
         been buying MGM senior secured loans outside of the
         tender and put offers at a purchase price of $0.50 per
         $1.00 in principal amount.  Mr. Icahn indicated that his
         affiliates had already purchased a substantial amount of
         Senior Loans and are seeking to acquire an aggregate of
         $500 million in principal amount of Senior Loans.  UNLIKE
         THE TENDER AND PUT OFFERS, PURCHASES ARE NOT CONDITIONED
         ON ANY MINIMUM AMOUNT BEING ACQUIRED AND PAYMENT WILL BE
         MADE IMMEDIATELY.  Sellers must be record holders of
         Senior Loans and must vote against the Spyglass Plan.
         Those interested in selling their Senior Loans should
         call Vincent Intrieri at 212-702-4328.

     (C) As reported by the Troubled Company Reporter on
         October 22, 2010, Mr. Icahn offered holders of MGM senior
         secured loans 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
         would 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 Put
         offer is conditioned on a minimum of $963,000,000 in
         principal amount in Senior Loans participating in the
         offer.

Mr. Icahn will accept tenders and puts on a first-come, first
served basis in the order submitted.

Both the Tender Offer and the Put Offer will expire at the voting
deadline for the Spyglass Plan on October 29, 2010, unless
extended by Mr. Icahn's affiliates in their sole discretion
and are conditioned on the Spyglass Plan being rejected at the
October 29, 2010 vote.

Mr. Icahn said last week 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."

Any questions or requests for assistance or documents, including
the definitive Tender Offer documents, may be directed to
Innisfree M&A Incorporated, the Information Agent for the offer.

                         Prepackaged Plan

MGM's secured lenders will vote on the Company's prepackaged
bankruptcy plan tomorrow.  Mike Spector and Lauren A.E. Schuker,
writing for The Wall Street Journal, report that if the plan wins
enough support -- odds appear to favor it -- MGM will file for a
Chapter 11 bankruptcy as soon as Sunday.

As reported by the TCR on October 8, 2010, 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.

Gary Barber and Roger Birnbaum, currently Co-Chairman and Chief
Executive Officer of Spyglass Entertainment, would serve as the
Co-Chairman and Chief Executive Officer of MGM following the
company's emergence from Chapter 11.

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

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

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

MGM has hired investment bank Moelis & Company and Skadden, Arps,
Slate, Meagher & Flom.  According to the Wall Street Journal,
Moelis media banker Navid Mahmoodzedegan prepared a confidential
book for MGM's prospective buyers and advised on its subsequent
restructuring.  The Journal says Skadden's Jay Goffman, Esq.,
prepared bankruptcy papers and helped draw up a "prepackaged"
bankruptcy.

In August 2009, MGM hired the restructuring expert Stephen F.
Cooper to help lead the company.

The Journal also relates Irwin Gold, head of restructuring at Los
Angeles investment bank Houlihan Lokey, advises MGM's creditors.

                      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, acquired MGM from Kirk
Kerkorian for $5 billion in 2005.  The studio is now valued at
around $1.9 billion, according to The Wall Street Journal.


METRO-GOLDWYN-MAYER: Lions Gate Defends Merger Bid in Letter
------------------------------------------------------------
Lions Gate Entertainment Corp. on October 25, 2010, sent a letter
to Metro-Goldwyn-Mayer Inc. in connection with its proposal for
the potential combination of the business of the Company and MGM.

Jon Feltheimer, Co-Chairman and CEO of Lions Gate, told MGM in the
letter that Lions Gate continues to believe that a merger with MGM
represents a unique, value creating opportunity for the
stakeholders of Lions Gate and MGM.

Lions Gate made a presentation on July 13, 2010, to the steering
sub-committee of the MGM lender group.  In Monday's letter, Mr.
Feltheimer said Lions Gate believes that recent positive
developments at Lions Gate and MGM, as well as further specific
and actionable opportunities, have the potential to increase cash
flow from Lions Gate's July projections by over $40 million in
fiscal year 2011 and over $120 million over the subsequent five
years.

Specifically:

     1) an incremental $10 million to $15 million of annual
        overhead savings for a total potential annual overhead
        savings of over $100 million per year. This results in
        approximately $68 million of savings over five years vs.
        the July Projections;

     2) Positive developments in Lions Gate's Channel Ventures,
        including the recently announced EPIX deal with Netflix,
        resulting in significant cash flow improvements;

     3) The exercise of MGM's right to `opt-out' of certain
        elective distribution right `buyouts'.

"Importantly, these projections and actionable opportunities make
this plan cash flow positive in the first fiscal year after MGM
emerges from bankruptcy and have the potential to generate greater
than 100% recovery rate for the MGM secured creditors on the par
value of the prepetition bank debt (including swaps) on a non-
discounted basis assuming a five year holding period.  These
recoveries include MGM's 55% of equity in the combined company and
the $500 million of cash/take back debt under the current
Lionsgate proposal," Mr. Feltheimer wrote.

The Letter included as exhibits, (i) material portions of a slide
presentation dated July 13, 2010, previously made available to the
Lender Steering Subcommittee for MGM, (ii) a proposal dated
October 11, 2010, sent to Houlihan Lokey, financial advisor to the
Subcommittee for the potential transaction, (iii) diligence
questions sent by Moelis & Company, MGM's financial advisor, in
connection with the potential transaction, and (iv) a response
from the Company, dated October 15, 2010 to the Diligence
Questions.

Members of the Subcommittee and Moelis & Company were subject to
certain confidentiality obligations.  The Company now anticipates
that the confidential information in the Secured Lender Package
will be made available to parties not subject to confidentiality
obligations.  Lions Gate said the Secured Lender Package was
prepared for the limited purpose of aiding the Subcommittee in its
evaluation of a potential combination of the business of the
Company and MGM.

Lions Gate has presented certain updated information to the
Presentation, in the Letter included in the Secured Lender
Package.  Other than as expressly stated in the Letter, the
Presentation has not been updated and no inference as to its
accuracy as of any date subsequent thereto shall be made.

A full-text copy of Lions Gate's letter is available at
http://ResearchArchives.com/t/s?6d11

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.

                         Prepackaged Plan

MGM's secured lenders will vote on the Company's prepackaged
bankruptcy plan tomorrow.  Mike Spector and Lauren A.E. Schuker,
writing for The Wall Street Journal, report that if the plan wins
enough support -- odds appear to favor it -- MGM will file for a
Chapter 11 bankruptcy as soon as Sunday.

As reported by the TCR on October 8, 2010, 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.

Gary Barber and Roger Birnbaum, currently Co-Chairman and Chief
Executive Officer of Spyglass Entertainment, would serve as the
Co-Chairman and Chief Executive Officer of MGM following the
company's emergence from Chapter 11.

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

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

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

MGM has hired investment bank Moelis & Company and Skadden, Arps,
Slate, Meagher & Flom.  According to the Wall Street Journal,
Moelis media banker Navid Mahmoodzedegan prepared a confidential
book for MGM's prospective buyers and advised on its subsequent
restructuring.  The Journal says Skadden's Jay Goffman, Esq.,
prepared bankruptcy papers and helped draw up a "prepackaged"
bankruptcy.

In August 2009, MGM hired the restructuring expert Stephen F.
Cooper to help lead the company.

The Journal also relates Irwin Gold, head of restructuring at Los
Angeles investment bank Houlihan Lokey, advises MGM's creditors.

                      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, acquired MGM from Kirk
Kerkorian for $5 billion in 2005.  The studio is now valued at
around $1.9 billion, according to The Wall Street Journal.

                     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.


MGM RESORTS: Boyd Won't Match Offer for Borgata Stake
-----------------------------------------------------
Boyd Gaming Corporation said on October 25, 2010, that, following
a careful review, it has decided not to exercise its right to
match the offer MGM Resorts International received for its non-
controlling 50% interest in Borgata announced on October 12.

"Given other opportunities and our current focus on deleveraging
our balance sheet, the current offer would not provide a
sufficient return on investment for our shareholders.  Despite
this decision, we are confident in the future of Borgata.  The
property represents a major investment by Boyd Gaming, and it has
delivered substantial value for our shareholders.  We remain
comfortable with our current position as managing member and 50%
owner of Borgata, the region's premier destination resort," Boyd
said.

As reported by the Troubled Company Reporter on July 30, 2010, MGM
Resorts reached an agreement to sell four long-term ground leases
and their underlying real property parcels at The Borgata Hotel
Casino & Spa in Atlantic City, New Jersey, to Vornado Realty Trust
and Geyser Holdings for roughly $73 million.  The underlying real
property parcels subject to the transaction are comprised of
roughly 11.3 acres.

The parties entered into a purchase and sale agreement regarding
the transaction on July 2, 2010.  Following the completion of the
inspection period under such agreement, the parties have agreed to
proceed with matters in preparation for closing.  The transaction
is subject to customary closing conditions contained in the
purchase and sale agreement, including approval by the New Jersey
Casino Control Commission and the New Jersey Division of Gaming
Enforcement.  The parties expect the transaction to close by the
fourth quarter of this year.

MGM Resorts continues to own roughly 85 acres of developable land
in Atlantic City of which roughly 70 acres are adjacent to The
Borgata on Renaissance Point.  The approximate 85 acres of
developable land are not included in this transaction.

Headquartered in Las Vegas, Boyd Gaming Corporation (NYSE: BYD) --
http://www.boydgaming.com/-- is a diversified owner and operator
of 16 gaming entertainment properties located in Nevada, New
Jersey, Mississippi, Illinois, Indiana, and Louisiana.

                         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 JOHNSON: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Michael F. Johnson
        1001 NE 14 Avenue, Apartment 507
        Fort Lauderdale, FL 33309

Bankruptcy Case No.: 10-42426

Chapter 11 Petition Date: October 24, 2010

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

Judge: Raymond B. Ray

Debtor's Counsel: Henry N. Portner, Esq.
                  CONSUMER LAWYERS OF AMERICA, P.A.
                  1001 W Indiantown Rd # 105
                  Jupiter, FL 33458
                  Tel: (561) 400-0027
                  E-mail: attatlaw@hotmail.com

Scheduled Assets: $506,810

Scheduled Debts: $3,216,372

A list of the Debtor's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/flsb10-42426.pdf

Debtor-affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Paul Ciarelli


MICROSEMI CORP: S&P Assigns 'BB-' Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'BB-'
corporate credit rating to Microsemi Corp.  At the same time, S&P
assigned a preliminary 'BB+' issue-level rating (two notches
higher than the 'BB-' corporate credit rating) and preliminary
recovery rating of '1', indicating its expectation of very high
(90% to 100%) recovery for lenders in the event of a payment
default, to the company's proposed $425 million first-lien senior
secured credit facility.  The facility includes a $50 million
revolving credit facility and $375 million term loan.  S&P rated
the credit 'BB+' (two notches higher than the 'BB-' corporate
credit rating on the company).  The rating outlook is stable.

Standard & Poor's expects Microsemi's good niche position as a
provider of defense, security, aerospace, and industrial
applications-focused analog and mixed signal semiconductor
components to result in continued modest revenue and profitability
growth driven by sustained end-market demand and manufacturing
facility closings.  S&P also expects the company will work to
reduce leverage through debt reduction as a buffer against
industry cyclicality.

Microsemi Corp. is a designer and manufacturer of high-reliability
discrete semiconductor products to the security, defense, and
aerospace industries and integrated circuits for a broad range of
commercial, enterprise, and industrial applications.  The
acquisition of Actel broadens Microsemi's current product
portfolio to include field?programmable gate array products
targeting the defense and aerospace industries.  In certain end
markets, the company competes against much larger firms with
greater financial resources and product breadth, such as the
analog semiconductor division of Texas Instruments Inc., Analog
Devices Inc., Maxim Integrated Products Inc., and National
Semiconductor Corp.

Though S&P views the company's recent operating trends and the
acquisition of Actel as positive developments, Standard and Poor's
views Microsemi's business risk profile as weak.  S&P's assessment
primarily reflects its short track record at current revenue and
profitability levels, execution risk associated with the Actel
acquisition, and its midtier competitive position in a highly
cyclical industry.  These factors are only partly offset by the
company's presence in the more stable aerospace, defense, and
security market(over 60% of June 2010 LTM revenues), which has
provided some offset to the generally volatile semiconductor
industry.

S&P views Microsemi's financial risk profile as aggressive,
reflecting pro forma adjusted leverage in the low-3x area, the
modest scale of Microsemi's free operating cash flow (FOCF)
relative to larger competitors on an absolute basis, and its
reduced pro forma cash balances after the Actel acquisition.
Although S&P believes adjusted leverage could reduce to the low-2x
area over the next five quarters, the rating incorporates room for
cash flow volatility given the cyclicality of the industry and
uncertainties around the full costs of integrating Actel.


MOMENTIVE PERFORMANCE: Launches Cash Offer for Second Lien Notes
----------------------------------------------------------------
Momentive Specialty Chemicals Inc., formerly known as Hexion
Specialty Chemicals, Inc., said it will launch a cash tender offer
with respect to any and all of its outstanding 9.75% Second-
Priority Senior Secured Notes due 2014.

Each holder who validly tenders its Notes prior to 5:00 p.m., New
York City time, on November 4, 2010, unless such time is extended
by the Company, will receive, if such Notes are accepted for
purchase pursuant to the tender offer, the total consideration of
$1053.75 per $1,000 principal amount of Notes tendered, which
includes $1043.75 as the tender offer consideration and $10.00 as
an early tender payment.  In addition, accrued interest up to, but
not including, the applicable payment date of the Notes will be
paid in cash on all validly tendered and accepted Notes.

Each tender offer is scheduled to expire at 11:59 p.m., New York
City time, on November 19, 2010, unless extended or earlier
terminated.  Tendered Notes may be withdrawn at any time prior
to the Early Tender Date but not thereafter, except to the extent
that the Company is required by law to provide additional
withdrawal rights.  Holders who validly tender their Notes after
the Early Tender Date will receive only the tender offer
consideration and will not be entitled to receive an early tender
payment if such Notes are accepted for purchase pursuant to the
tender offer.  Subject to the terms and conditions described
below, payment of the tender offer consideration or total
consideration, as applicable, will occur promptly after the
Expiration Date.  In addition, at any time after the Early Tender
Date but prior to the Expiration Date, and subject to the terms
and conditions described below, the Company may accept for
purchase Notes validly tendered on or prior to such time and
purchase such notes for the tender offer consideration or total
consideration, as applicable, promptly thereafter.

The consummation of the tender offer is conditioned upon,
among other things, the issuance of new second-priority senior
secured debt, with terms acceptable to the Company in its sole
discretion, to permit the closing of the tender offer and related
transactions, and the availability of proceeds from the
issuance of the new debt necessary to pay the applicable total
consideration and interest to the applicable payment date, for
validly tendered notes.

If any of the conditions are not satisfied, the Company may
terminate the tender offer and return tendered Notes.  The Company
has the right to waive any of the foregoing conditions with
respect to the Notes.  In addition, the Company has the right, in
its sole discretion, to terminate the tender offer at any time,
subject to applicable law.

Subject to the occurrence of the closing of the new debt offering,
the Company thereafter will, pursuant to the provisions of the
Notes and the indenture under which the Notes were issued,
including applicable notice provisions, redeem any Notes not
tendered and accepted for payment in the tender offer, or if the
tender offer is not consummated, any and all outstanding Notes.

This announcement shall not constitute an offer to purchase or a
solicitation of an offer to sell any securities.  The complete
terms and conditions of the tender offer are set forth in an Offer
to Purchase dated October 22, 2010 and the related Letter of
Transmittal that are being sent to holders of the Notes.  The
tender offer is being made only through, and subject to the terms
and conditions set forth in, the Tender Offer Documents and
related materials.

Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC
and J.P. Morgan Securities LLC will act as Dealer Managers for the
tender offer.

Global Bondholder Services Corporation will act as the Information
Agent for the tender offer.

Neither the Company's board of directors nor any other person
makes any recommendation as to whether holders of Notes should
tender their Notes, and no one has been authorized to make such a
recommendation.  Holders of Notes must make their own decisions as
to whether to tender their Notes, and if they decide to do so, the
principal amount of the Notes to tender.  Holders of the Notes
should read carefully the Tender Offer Documents and related
materials before any decision is made with respect to the tender
offer.

Apollo Management L.P. owns approximately $127 million principal
amount of the Notes, which collectively represents approximately
24% of the total outstanding Notes and 21% of the total
outstanding Notes together with the Second-Priority Senior Secured
Floating Rate Notes due 2014 that were issued under the Indenture.
Apollo will enter into an agreement to exchange the entire amount
of its current holdings of Notes for new debt of the Company at an
exchange ratio determined based on the tender consideration
offered to holders of the Notes, which is intended to give Apollo
an aggregate value equivalent to that which it would receive if it
had received the total consideration in the tender offer and used
the proceeds thereof to invest in the new debt.  The new debt will
have the same terms as the new notes issued by the Company to
finance the tender offer.

                    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 stockholders' deficit of
$565.8 million.

Momentive carries a 'CCC-' corporate credit rating from Standard &
Poor's Ratings Services.

Standard & Poor's Ratings Services said that it affirmed all its
ratings on Hexion Specialty Chemicals Inc., including the 'B-'
corporate credit rating.  The outlook is stable.  At the same
time, S&P placed all its ratings on Momentive Performance
Materials Inc., including the 'CCC+' corporate credit rating,
on CreditWatch with positive implications.


MOMENTIVE PERFORMANCE: Proposes $840 Million Debt Offering
----------------------------------------------------------
Momentive Performance Materials Inc. announced plans to issue
$840,000,000 U.S. dollar equivalent principal amount of USD
second-priority springing lien notes due 2020 and EUR second-
priority springing lien notes due 2020 in a private offering that
is exempt from the registration requirements of the Securities Act
of 1933, as amended.  The Notes will be guaranteed on a senior
unsecured basis by the domestic subsidiaries of the Company that
are guarantors under our senior secured credit facilities.

The Company intends to use the net proceeds from the offering of
Notes:

    i) to pay the consideration for the cash tender offer with
       respect to the Company's outstanding 9 3/4% Senior Notes
       due 2014, 9% Senior Notes due 2014 and 10 1/8 / 10 7/8%
       Senior Toggle Notes due 2014'

   ii) redeem any remaining Existing Senior Unsecured Notes,
       following the expiration of the cash tender offer, at the
       applicable redemption price plus accrued and unpaid
       interest, and

  iii) to pay certain related transaction costs and expenses.

The proposed offering of the Notes is subject to market and other
conditions, and may not occur as described or at all.

The Notes are being offered only to qualified institutional buyers
in reliance on Rule 144A under the Securities Act, and outside the
United States, only to non-U.S. investors pursuant to Regulation
S.  The Notes will not be initially registered under the
Securities Act or any state securities laws and may not be offered
or sold in the United States absent an effective registration
statement or an applicable exemption from registration
requirements or a transaction not subject to the registration
requirements of the Securities Act or any state securities laws.

                    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 stockholders' deficit of
$565.8 million.

Momentive carries a 'CCC-' corporate credit rating from Standard &
Poor's Ratings Services.

Standard & Poor's Ratings Services said that it affirmed all its
ratings on Hexion Specialty Chemicals Inc., including the 'B-'
corporate credit rating.  The outlook is stable.  At the same
time, S&P placed all its ratings on Momentive Performance
Materials Inc., including the 'CCC+' corporate credit rating,
on CreditWatch with positive implications.


MOMENTIVE PERFORMANCE: To Launch Cash Offer for Senior Notes
-------------------------------------------------------------
Momentive Performance Materials Inc. said it will launch cash
tender offers with respect to any and all of its outstanding 9.75%
Senior Notes due 2014, 9.00% Senior Notes due 2014 and 10.125% /
10.875% Senior Toggle Notes due 2014.

Each holder who validly tenders its Notes prior to 5:00 p.m., New
York City time, on November 4, 2010, unless such time is extended
by the Company, will receive, if such Notes are accepted for
purchase pursuant to the tender offers, the total consideration
of:

    1) $1053.75 per $1000 principal amount of 2006 9.75% Notes
       tendered, which includes $1043.75 as the tender offer
       consideration and $10.00 as an early tender payment;

    2) EUR1050.00 per EUR1,000 principal amount of 2006 9.00%
       Notes tendered, which includes EUR1040.00 as the tender
       offer consideration and EUR10.00 as an early tender
       payment; and

    3) $1056.25 per $1000 principal amount of Senior Toggle Notes
       tendered, which includes $1046.25 as the tender offer
       consideration and $10.00 as an early tender payment.

In addition, accrued interest up to, but not including, the
applicable payment date of the Notes will be paid in cash on all
validly tendered and accepted Notes.

Each tender offer is scheduled to expire at 11:59 p.m., New York
City time, on November 18, 2010, unless extended or earlier
terminated.  Tendered Notes may be withdrawn at any time prior to
the Early Tender Date but not thereafter, except to the extent
that the Company is required by law to provide additional
withdrawal rights.  Holders who validly tender their Notes after
the Early Tender Date will receive only the tender offer
consideration and will not be entitled to receive an early tender
payment if such Notes are accepted for purchase pursuant to the
tender offers.  Subject to the terms and conditions described
below, payment of the tender offer consideration or total
consideration, as applicable, will occur promptly after the
Expiration Date.  In addition, at any time after the Early Tender
Date but prior to the Expiration Date, and subject to the terms
and conditions described below, the Company may accept for
purchase Notes validly tendered on or prior to such time and
purchase such notes for the tender offer consideration or total
consideration, as applicable, promptly thereafter.

The consummation of the tender offers is conditioned upon, among
other things, the issuance of new senior debt, with terms
acceptable to the Company in its sole discretion, to permit the
closing of the tender offers and related transactions, and the
availability of proceeds from the issuance of the new debt
necessary to pay the applicable total consideration and interest
to the applicable payment date, for validly tendered notes.

If any of the conditions are not satisfied, the Company may
terminate the tender offers and return tendered Notes.  The
Company has the right to waive any of the foregoing conditions
with respect to the Notes of any or all series and to consummate
any or all of the tender offers.  In addition, the Company has the
right, in its sole discretion, to terminate the tender offers at
any time, subject to applicable law.

In connection with, and subject to the occurrence of, the closing
of the new senior unsecured debt offering, the Company will,
pursuant to the provisions of the Notes and the indentures under
which they were issued, redeem any Notes not tendered and accepted
for payment in the tender offers, or if the tender offers are not
consummated with respect to any series of Notes, any and all
outstanding Notes of such series.

This announcement shall not constitute an offer to purchase or a
solicitation of an offer to sell any securities.  The complete
terms and conditions of the tender offers are set forth in an
Offer to Purchase dated October 22, 2010 and the related Letter of
Transmittal that are being sent to holders of the Notes.  The
tender offers are being made only through, and subject to the
terms and conditions set forth in, the Tender Offer Documents and
related materials.

Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC
and J.P. Morgan Securities LLC will act as Dealer Managers for the
tender offers for the 2006 9.75% Notes and Senior Toggle Notes,
and Citigroup, Credit Suisse and J.P. Morgan Securities Ltd. will
act as the Dealer Managers for the tender offer for the 2006 9.00%
Notes.

Global Bondholder Services Corporation will act as the Information
Agent for the tender offers.

Neither of Company's board of directors nor any other person makes
any recommendation as to whether holders of Notes should tender
their Notes, and no one has been authorized to make such a
recommendation.  Holders of Notes must make their own decisions as
to whether to tender their Notes, and if they decide to do so, the
principal amount of the Notes to tender.  Holders of the Notes
should read carefully the Tender Offer Documents and related
materials before any decision is made with respect to the tender
offer.

Apollo Management, L.P., owns approximately $234.3 million
principal amount of the 2006 9.75% Notes, EUR88.2 million
principal amount of the 2006 9.00% Notes, and $139.4 million
principal amount of the Senior Toggle Notes, representing
approximately 33%, 36% and 65% of the total outstanding 2006 9.75%
Notes, 2006 9.00% Notes and Senior Toggle Notes, respectively.
Apollo will enter into an agreement to exchange the entire amount
of its current holdings of each series of Notes for new debt of
the Company at an exchange ratio determined based on the tender
consideration offered to holders of the Notes, and intended to
give Apollo an aggregate value equivalent to that which it would
receive if it had received the total consideration in the tender
offers and used the proceeds thereof to invest in such new debt.
The new debt will have the same terms as the new notes issued by
the Company to finance the tender offers.

                    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 stockholders' deficit of
$565.8 million.

Momentive carries a 'CCC-' corporate credit rating from Standard &
Poor's Ratings Services.

Standard & Poor's Ratings Services said that it affirmed all its
ratings on Hexion Specialty Chemicals Inc., including the 'B-'
corporate credit rating.  The outlook is stable.  At the same
time, S&P placed all its ratings on Momentive Performance
Materials Inc., including the 'CCC+' corporate credit rating,
on CreditWatch with positive implications.


MOMENTIVE PERFORMANCE: Sees $117MM-$123MM Adjusted EBITDA for Q3
----------------------------------------------------------------
Momentive Performance Materials Inc. reported preliminary results
for the third quarter ended September 26, 2010.

The Company said it expects to file a more detailed report
regarding its third quarter 2010 results as well as file its Form
10-Q for the three months ended September 26, 2010, in early
November 2010, with an accompanying investor conference call to
follow shortly thereafter.

Momentive Performance Materials expects to post third quarter 2010
net sales of approximately $662 million, GAAP operating income of
approximately $65 million to $75 million and Adjusted EBITDA of
approximately $117 million to $123 million and Pro Forma Adjusted
EBITDA of approximately $130 million to $136 million.  In
addition, the Company expects Adjusted EBITDA and Pro Forma
Adjusted EBITDA for the twelve-month period ended September 26,
2010, to be between $475 million and $481 million and between
$525 million and $531 million, respectively, which will represent
a new record for the Company.

Last year in the third quarter, the Company recorded net sales of
$568.4 million, GAAP operating income of $44.1 million, Adjusted
EBITDA and Pro Forma Adjusted EBITDA of $93.5 million and Last
Twelve Month Adjusted EBITDA and Pro Forma Adjusted EBITDA of
$231 million.  Last year's Adjusted EBITDA and Pro Forma Adjusted
EBITDA excludes the EBITDA of one of our subsidiaries that is
designated as an Unrestricted Subsidiary under our debt documents
of $1 million and $1 million for the quarter and twelve-month
periods ended September 27, 2009, respectively.

Momentive Performance Materials also estimates that as of
September 26, 2010 its total debt, net of cash and cash
equivalents, will be between $2,645 million and $2,665 million,
compared to $2,670 million as of the end of last quarter.  The
Company expects to be in compliance with all of the terms of the
agreements governing its outstanding indebtedness, including the
financial covenants, at the end of the third quarter of 2010.
Momentive Performance Materials also announced today that it
repaid $25 million of borrowings under its revolving credit
facility in September 2010, leaving no borrowings outstanding
under this facility.

"In the third quarter, we expect significantly higher sales and
Adjusted EBITDA compared to the same period last year due to the
recovery in our business and our cost initiatives during the
recession," said Craig O. Morrison, Chairman and CEO. He added,
"Inflation in raw material costs, though somewhat offset by
pricing actions, and inventory reductions from our planned second
quarter build up, however, negatively impacted Adjusted EBITDA
comparisons on a sequential basis."

                    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 stockholders' deficit of
$565.8 million.

Momentive carries a 'CCC-' corporate credit rating from Standard &
Poor's Ratings Services.

Standard & Poor's Ratings Services said that it affirmed all its
ratings on Hexion Specialty Chemicals Inc., including the 'B-'
corporate credit rating.  The outlook is stable.  At the same
time, S&P placed all its ratings on Momentive Performance
Materials Inc., including the 'CCC+' corporate credit rating,
on CreditWatch with positive implications.


MOMENTIVE PERFORMANCE: Hexion to Issue $440MM of 2nd Lien Notes
---------------------------------------------------------------
Momentive Specialty Chemicals Inc. said that Hexion U.S.
Finance Corp. and Hexion Nova Scotia Finance, ULC, wholly owned
subsidiaries of the Company, are proposing to issue $440 million
aggregate principal amount of second-priority senior secured notes
due 2020 in a private offering that is exempt from the
registration requirements of the Securities Act of 1933, as
amended.  The Notes will be guaranteed by the Company and by
certain domestic subsidiaries of the Company.

The entities that are intended to issue and guarantee the Notes
are the same entities that issued and guaranteed the Company's
existing second lien notes.  The Notes will be secured by the same
collateral as the Company's existing second lien notes, and the
priority of the collateral liens securing the Notes will be junior
to the collateral liens securing the Registrant's senior secured
notes and senior secured credit facilities.

The Company intends to use the net proceeds from the offering of
Notes:

    i) to pay the consideration for the cash tender offer with
       respect to the Company's outstanding 9 3/4% Second-Priority
       Senior Secured Notes due 2014,

   ii) redeem any remaining Existing Fixed Rate Second Lien Notes,
       following the expiration of the cash tender offer, at the
       applicable redemption price plus accrued and unpaid
       interest, and

  iii) to pay certain related transaction costs and expenses.

The proposed offering of the Notes is subject to market and other
conditions, and may not occur as described or at all.

The Notes are being offered only to qualified institutional
buyers in reliance on Rule 144A under the Securities Act, and
outside the United States, only to non-U.S. investors pursuant
to Regulation S.  The Notes will not be initially registered
under the Securities Act or any state securities laws and may
not be offered or sold in the United States absent an effective
registration statement or an applicable exemption from
registration requirements or a transaction not subject to the
registration requirements of the Securities Act or any state
securities laws.

                    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 stockholders' deficit of
$565.8 million.

Momentive carries a 'CCC-' corporate credit rating from Standard &
Poor's Ratings Services.

Standard & Poor's Ratings Services said that it affirmed all its
ratings on Hexion Specialty Chemicals Inc., including the 'B-'
corporate credit rating.  The outlook is stable.  At the same
time, S&P placed all its ratings on Momentive Performance
Materials Inc., including the 'CCC+' corporate credit rating,
on CreditWatch with positive implications.


MOO TOWN DAIRY: Files for Chapter 11 in Sherman, Texas
------------------------------------------------------
Moo Town Dairy, LLC, filed for Chapter 11 (Bankr. E.D. Texas Case
No. 10-43676) on October 25.  Its owner, Rene Coumans, also field
for Chapter 11 (Bankr. E.D. Texas Case No. 10-43677).

The Debtors owe $8.24 million to Bank of the West, one of the
secured lenders.  An additional $2.78 million in secured debt is
owing to Legacy FLCA.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
relates that according to a court filing, the dairy farm near
Como, Texas, has more than 5,200 head of cattle, including 1,900
milking cows.  The decline in raw milk prices in 2009 was blamed
in part for the Chapter 11 filing.


MOO TOWN: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: Moo Town Dairy, LLC
        3415 FM 1567 E
        Como, TX 75431

Bankruptcy Case No.: 10-43676

Chapter 11 Petition Date: October 25, 2010

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

Judge: Brenda T. Rhoades

Debtor's Counsel: Robert T. DeMarco, Esq.
                  Michael S. Mitchell
                  DEMARCO-MITCHELL, PLLC
                  1255 West 15th St., 805
                  Plano, TX 75075
                  Tel: (972) 578-1400
                  Fax: (972) 346-6791
                  E-mail: robert@demarcomitchell.com
                          mike@demarcomitchell.com

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

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

The petition was signed by René H. Coumans, sole member.

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


NASHVILLE SENIOR: Burr's Fee Bid Approved, and Denied, In Part
--------------------------------------------------------------
Burr & Forman LLP filed a First and Final Application for Interim
Compensation and Reimbursement of Expenses pursuant to 11 U.S.C.
Sec. 330, 331, 503(b)(2) and 507(a)(1) in the bankruptcy cases of
Nashville Senior Living LLC et al.  Objections were filed by the
Debtors and GE Business Financial Services, Inc., alleging that
compensation for Burr's failed attempt to retain Venable LLP as
counsel for the Official Committee of Unsecured Creditors and for
Burr's pursuit of an appeal that was ultimately dismissed as moot
did not benefit the estate, and should therefore be denied.

The Hon. George C. Paine, II, rules that Burr's representation of
Venable seeking reinstatement as Committee Counsel is not
compensable pursuant to 11 U.S.C. Sec. 330.  The Court says Burr's
fees sought in connection with appeal of the Sale Order are
granted as proper under 11 U.S.C. Sec. 330.

On November 20, 2008, the Court entered an order authorizing the
Carolina 7 Debtors to sell substantially all of their assets.  The
Debtors consummated that transaction with purchaser on December 3,
2008.

A copy of the Court's memorandum dated Oct. 25, 2010, is available
at http://is.gd/gls1ifrom Leagle.com.

Nashville Senior Living, LLC, sought Chapter 11 protection (Bankr.
M.D. Tenn. Case No. 08-07254) on August 17, 2008, reporting less
than $1 million in assets and liabilities.  Seven affiliates --
see http://is.gd/17gmrand http://is.gd/17gp9-- contemporaneously
filed Chapter 11 petitions, each estimating up to $10 million in
assets and up to $100 million in liabilities.  Robert A. Guy,
Esq., at Waller Lansden Dortch & Davis, in Nashville, represents
the Debtor.


NCI BUILDING: S&P Puts 'B+' Corp. Credit Rating on Watch Negative
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
its 'B+' corporate credit rating, on NCI Building Systems Inc. on
CreditWatch with negative implications, meaning the rating could
be affirmed or lowered following the completion of S&P's review.

"The CreditWatch listing reflects S&P's view that reduced demand
for metal buildings as a result of still-weakening nonresidential
construction activity, combined with increased price competition
among producers, will likely result in poorer operating
performance over the next several quarters," said Standard &
Poor's credit analyst Thomas Nadramia.  Standard & Poor's expects
commercial construction to decline by about 15% in 2010 and
another 6% in 2011 before stabilizing toward the end of next year.
As a result, S&P believes NCI's operating earnings and EBITDA
levels may be weaker than S&P's previous expectations, resulting
in credit measures that may no longer be in-line with the current
rating.  Standard & Poor's notes that NCI maintains what S&P
considers to be strong liquidity at this time, with more than
$53 million of cash on hand and $90 million of availability (as of
Aug. 1, 2010) under its $125 million asset-based revolving credit
facility due April 30, 2014.  Also, the company is not subject to
financial ratio covenants under its bank credit facilities until
the first quarter of fiscal year 2012.

In resolving the CreditWatch listing, Standard & Poor's expects to
meet with NCI's management to review its near-term operating and
financial strategies given the current challenging market
environment.  If a downgrade were the outcome of its analysis, S&P
think it would likely be limited to one notch given the company's
strong liquidity position.


NORTEL NETWORKS: Morneau Takes Over 2 Pension Plans
---------------------------------------------------
Nortel Networks Corporation reconfirmed that as of October 1,
2010, the administration of the Nortel Networks Negotiated Pension
Plan and the Nortel Networks Limited Managerial and Non-Negotiated
Pension Plan will be transitioned to Morneau Sobeco Limited
Partnership, the replacement administrator appointed by the
Ontario Superintendent of Financial Services.  This transition is
pursuant to the court approved Settlement Agreement with former
and disabled Canadian employee representatives initially
announced on February 8, 2010, and is in accordance with the
Ontario Pension Benefits Act.

Nortel and its court appointed Monitor, Ernst & Young Inc., have
been actively working toward a smooth transition of the Pension
Plans and have been in ongoing discussions with the
Superintendent.  Effective October 1, 2010, all inquiries
regarding the Pension Plans should be directed to the replacement
plan administrator, Morneau Sobeco Limited Partnership at 1-877-
392-2074 with regards to the Managerial Plan and 1-877-392-2073
with regards to the Negotiated Plan or at the dedicated email
address at nortelwindup@morneausobeco.com.  The replacement
administrator has advised Nortel that current monthly pension
payments will continue unchanged until it notifies pensioners
that a change will be made and that this is not expected to occur
before the end of 2010.

Ongoing information can be found, on and after October 1,
2010, at www.pensionwindups.morneausobeco.com.

As a reminder, contact information for counsel in these
proceedings is:

    * LTD Beneficiaries -- Koskie Minsky LLP at 1-866-777-6344
      or www.kmlaw.ca

    * Continuing Employees, which group includes employees whose
      employment has transferred to purchasers of Nortel
      business units after January 14, 2009 - Nelligan O'Brien
      Payne LLP and Shibley Righton LLP at 1-888-565-9912 or
      ncce@nelligan.ca.

    * Members or former members of the CAW represented by
      counsel to the CAW - Barry Wadsworth at 1-800-268-5763 ext.
      3776 or by e-mail to mbondy@caw.ca

Former Employees (including pensioners and those receiving
survivor benefits) -- Koskie Minsky LLP at 1-866-777-6344 or
www.kmlaw.ca.

                      About Nortel Networks

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

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

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

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

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

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

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


NORTEL NETWORKS: Ontario Premier to Revisit Pensioners' Proposal
----------------------------------------------------------------
Ontario Premier Dalton McGuinty said the Canadian government will
reconsider a proposal by pensioners to put Nortel's pension plan
in the hands of private investment managers, according to a
report by The Ottawa Citizen.

The reversal came after a group of Nortel pensioners staged a
small protest outside a banquet hall in Ottawa where Mr. McGuinty
was being honored for his 20th year in politics.  Mr. McGuinty
and Finance Minister Dwight Duncan earlier rejected the proposal.

"I did have a chance to meet with representatives from Nortel
with the minister of finance and I have undertaken to give this a
second review," The Ottawa Citizen quoted Mr. McGuinty as saying
in the legislature.  Mr. McGuinty added that he will be speaking
with representatives again.

Pensioners have been asking the Canadian government to allow them
to reinvest their $2.5 billion pension plan rather than winding
up the plan and converting the funds into annuities.  The
pensioners are concerned that they will lose more money through
the annuity purchase given that the annuity markets are at
historic lows and lack the capacity to take on the Nortel fund's
massive infusion of capital, according to the report.

In rejecting the proposal, Mr. Duncan argued that the proposal is
too risky and would create greater risk for pensioners.  He said
that Ontario would not allow a $250 million government
contribution to the Pension Benefit Guarantee Fund to be used in
the alternative approach, The Ottawa Citizen reported.

The PBGF, which tops up the first $1,000 of monthly pensioner
income in failed private pension funds, is also underfunded.

Mr. Duncan further said there is also no guarantee that any
Nortel retiree or other beneficiary will be better off under the
proposal, The Ottawa Citizen reported.

Don Sproule, national chair of the Nortel Retirees and Former
Employees Protection Canada group, said professional actuaries
and insurance industry experts believe the underfunded pension
fund can be put on firmer ground.  He said the proposal could
increase pension benefits, provide some inflation protection and
reduce pressure on taxpayers.

"There has been a lot of misinformation put out by the
government.  But we haven't given up hope that the government
will listen to our case for trying a new approach," The Ottawa
Citizen quoted Mr. Sproule as saying.


                      About Nortel Networks

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

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

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

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

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

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

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


NORTHERN TRUST: Fitch Puts BB+ Support Floor Rating on Watch Neg.
-----------------------------------------------------------------
Fitch Ratings has placed the Support and Support Floor ratings of
The Northern Trust Company on Rating Watch Negative following
initial interpretation of the Dodd-Frank Wall Street Reform and
Consumer Protection Act and its implications for systemically
important financial institutions.  The Northern Trust Company's
Issuer Default Rating and issue-level ratings are currently above
their Support Floor Ratings as the IDR and issue-level ratings
reflect the company's stand-alone strength, and do not rely on any
implied government support.

As such, The Northern Trust Company's IDR and issue-level ratings
are unaffected by the action.  The ratings of The Northern Trust
Company's parent company Northern Trust Corporation and its other
affiliates are also unaffected.  Similar actions have been taken
for other large U.S. banks.

Refer to Fitch's press release dated Oct. 22, 2010, titled 'Fitch:
US FI Ratings Potentially Impacted by Proposed New FDIC Rules' for
additional information.  Fitch's ratings of banks have always
encompassed a view of intrinsic creditworthiness expressed through
the Individual rating, while Fitch's view of Support has been
expressed separately through its Support framework.  Support
Ratings communicate Fitch's judgment on whether the bank would
receive support from the U.S. Government should this become
necessary.  The recently enacted legislative framework and
potential regulatory rulemaking primarily affect Fitch's sovereign
Support framework.

Fitch places these ratings on Rating Watch Negative:

The Northern Trust Company

  -- Support '3';
  -- Support Floor 'BB+'.


PAINTEARTH ENERGY: Chapter 15 Case Summary
------------------------------------------
Chapter 15 Debtor: Paintearth Energy Services, Ltd.
                   Ernst & Young
                   Twr 1000, 440 2nd Ave SW
                   Calgary, Alberta T2P 5E9
                   Canada

Chapter 15 Case No.: 10-39434

Chapter 15 Petition Date: October 22, 2010

Court: Southern District of Texas (Houston)

Judge: Karen K. Brown

Chapter 15 Petitioner's Counsel: Elizabeth Carol Freeman, Esq.
                                 PORTER & HEDGES, LLP
                                 1000 Main Street, 36th Floor
                                 Houston, TX 77002
                                 Tel: (713) 226-6631
                                 Fax: (713) 226-6231
                                 E-mail: efreeman@porterhedges.com

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

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


PINAFORE HOLDINGS: S&P Assigns 'BB-' Corporate Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services said it has assigned its 'BB-'
corporate credit rating on Pinafore Holdings B.V. and withdrew its
'BB-' corporate credit rating on Tomkins Finance Ltd.  The outlook
is negative.

In addition, S&P finalized its 'BB' issue-level rating and '2'
recovery rating on Pinafore Holdings' $2.3 billion senior secured
credit facility, and S&P finalized its 'B+' issue-level rating and
'5' recovery rating on its $1.15 billion second-lien secured
notes.  The debt ratings on Tomkins Ltd.'s unsecured notes due
2011 and Tomkins Finance Ltd.'s 2015 notes remain at 'B' with a
recovery rating of '6'.  This debt was issued before the leveraged
buyout LBO).

The rated and financial reporting entity became Pinafore Holdings
B.V. under the corporate structure implemented on the completion
of the leveraged buyout of Tomkins PLC by unrated Onex Corp. and
Canada Pension Plan Investment Board.

The ratings on Pinafore reflect S&P's view of the company's
financial risk profile as aggressive, following completion of the
LBO in September 2010 by the private equity consortium of Onex and
CPPIB.  For the rating, S&P assumes adjusted total debt to EBITDA
will remain under 5.0x.

"S&P's view of the company's business risk profile as satisfactory
remains unchanged from its assessment of the company's business
risk prior to the LBO," said Standard & Poor's credit analyst
Nancy Messer.  This reflects S&P's expectation that the company's
strategic policy and collection of operating assets will remain
largely unchanged.

"S&P believes Pinafore's double-digit EBITDA margins will
continue.  S&P's opinion is supported by the company's margins in
recent years and its relative lack of volatility in results
despite the recession in the U.S.," she continued.  S&P expects
cost-side initiatives to be implemented by the new financial
sponsors, continuing the company's cost focus prior to the LBO.

The business position is underpinned by Pinafore's solid market
positions for its core products, as it supplies components to the
cyclical automotive, industrial, and construction markets.  S&P
believes these positions also provide reasonable end-market and
customer diversification.  Although Pinafore operates in
fragmented market segments, S&P believes its results benefit from
the company's wide range of products and a low cost base.  S&P
views as key business risks Pinafore's exposure to various
difficult conditions in its end markets and its relatively high
concentration of revenues in North America.

S&P does not view asset sales as a large source of potential cash.
S&P expects Pinafore's capital expenditures, mostly related to
application engineering, to average about 2.5% of sales for the
next several years.

S&P assumes that Pinafore will use surplus cash for debt reduction
and not undertake any transforming debt-funded acquisitions.

The negative outlook indicates that S&P could lower the ratings if
the economic recovery or the company's performance falters, funds
from operations to debt is less than 10%, debt to EBITDA totals
more than 5x, and the company generates negative cash flow.  S&P
could also lower the ratings if S&P believed cash generation would
become negative through a spike in commodity or other unexpected
costs.  Leveraged distributions to shareholders that raised
leverage further could also result in a lower rating.  S&P
estimates that leverage could exceed 5x if gross margins decline
from historical levels of about 33% and revenues fail to gradually
rise.

For the current rating, S&P assumes debt to EBITDA will remain
under 5.0x; S&P estimates this will happen if revenue growth is
minimal and gross margins remain near historical levels of about
33%.  S&P assumes that Pinafore will avoid any major debt-funded
acquisitions, manage its working capital position carefully,
implement its cost-saving measures effectively, and use surplus
cash for debt reduction.

S&P considers an upgrade unlikely in the next year because doing
so would require the ratings agency to reassess the financial risk
profile to significant from the current aggressive, which would
require the company to significantly lower its lease-adjusted
leverage through debt reduction and EBITDA expansion.  S&P would
look for these measures as indicators of an enhanced financial
profile: annual free cash generation of $150 million or better;
pension- and lease-adjusted leverage of about 4.0x; and FFO to
total debt of about 20%.  S&P estimate Pinafore's adjusted
leverage could fall to near 4.0x in 2012 if, for example, it could
achieve annual adjusted EBITDA of $800 million and use surplus
cash for debt reduction.  S&P estimate this would not require
significant margin increases but would need single-digit revenue
growth.

S&P believes the next 12 months will be challenging because S&P
expects weak auto and construction sales in North America, and S&P
believes cost-side pressures, including the risk of higher
commodity prices, could pressure margins.


PNC BANK: Fitch Puts BB- Support Floor Rating on Watch Negative
---------------------------------------------------------------
Fitch Ratings has placed the Support and Support Floor ratings of
PNC Bank, N.A., on Rating Watch Negative following initial
interpretation of the Dodd-Frank Wall Street Reform and Consumer
Protection Act and its implications for systemically important
financial institutions.  PNC Bank Issuer Default Rating and issue-
level ratings are currently above their Support Floor Ratings as
the IDR and issue-level ratings reflect the company's stand-alone
strength, and do not rely on any implied government support.

As such, PNC Bank's IDR and issue-level ratings are unaffected by
the action.  The ratings of PNC Bank's parent company PNC
Financial Services Group, Inc. and its other affiliates are also
unaffected.  Similar actions have been taken for other large U.S.
banks.

Refer to Fitch's press release dated Oct. 22, 2010, titled 'Fitch:
U.S. FI Ratings Potentially Impacted by Proposed New FDIC Rules'
for additional information.  Fitch's ratings of banks have always
encompassed a view of intrinsic creditworthiness expressed through
the Individual rating, while Fitch's view of Support has been
expressed separately through its Support framework.  Support
Ratings communicate Fitch's judgment on whether the bank would
receive support from the U.S. Government should this become
necessary.  The recently enacted legislative framework and
potential regulatory rulemaking primarily affect Fitch's sovereign
Support framework.

Fitch places these ratings on Rating Watch Negative:

PNC Bank, N.A.

  -- Support '3';
  -- Support Floor 'BB-'.


PRESTIGE BRANDS: Moody's Affirms 'B1' Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service affirmed Prestige Brands, Inc.'s debt
ratings, including the company's corporate family rating of B1.
Moody's also affirmed ratings on the company's upsized senior
secured bank facilities and senior unsecured notes offering at Ba2
and B3, respectively.  The company's Speculative Grade Liquidity
rating was also affirmed at SGL-2.  Proceeds from the upsized debt
offerings will be used to fund Prestige's acquisition of 100% of
the stock of Blacksmith Brands Holdings, Inc., for $190 million in
cash which is expected to close in the fourth quarter.  The
outlook remains stable.

Moody's affirmation of Prestige's B1 corporate family rating and
stable outlook are supported by a diverse and balanced portfolio
of leading niche brands; high margins; flexible, outsourced
business model; and low-capital spending requirements.  The rating
is constrained by the company's small revenue base, participation
in highly competitive segments in near-pharmacy like categories,
primarily with companies that have significantly more resources
and financial flexibility, declining sales trends within the
personal care category, and mature nature of the OTC and household
segments.  In addition, Moody's expect over time Prestige will
continue to supplement its growth through leveraged acquisitions
and that this will temper any ratings upside given the relatively
low organic growth rate and small scale of the company's other
businesses.

"Prestige's acquisition of the Efferdent, PediaCare, Ludens and
other over-the-counter brands from Blacksmith will meaningfully
increase its market position and support stronger organic growth
in its core cough/cold and oral care categories while reducing its
exposure to highly competitive, lower growth household product
categories," says Moody's Vice President and Senior Credit Officer
Janice Hofferber.  "We expect integration risk to be quite low
while profitability and free cash flow metrics, already quite high
for Prestige, to remain strong despite the increase in debt
incurred to complete the acquisition," adds Janice Hofferber.

Accordingly, while Moody's expects Prestige's Debt to EBITDA to
approach 4.0 times -- a meaningful increase from current levels,
it is still well within Moody's downgrade trigger of 5.0 times
especially given the important strategic benefits of the
acquisition.  Nevertheless, should certain operating thresholds
not be achieved within a reasonable timeframe, or if operating
results of the existing business deteriorate and/or if the
company's strong liquidity profile meaningfully change, Prestige's
credit ratings and/or outlook could be revised lower.

These ratings of Prestige were affirmed (amounts upsized and LGD
point estimates revised):

  -- Corporate Family Rating of B1

  -- Probability of Default Rating of B1

  -- $40 million senior secured revolving credit facility due 2015
     of Ba2 (LGD 2, 25%) (upsized by $10 million)

  -- $265 million senior secured term loan B due 2016 of Ba2 (LGD
     2, 25%) (upsized by $115 million)

  -- $250 million senior unsecured notes due 2018 of B3 (LGD 5,
     80%) (upsized by $100 million)

  -- Speculative Grade Liquidity rating of SGL-2

  -- Outlook is stable.

The last rating action regarding Prestige was on March 10, 2010
when Moody's assigned ratings to the company's proposed senior
secured bank facilities and senior unsecured notes offerings;
upgraded its Speculative Grade Liquidity rating to SGL-2 from SGL-
3 and affirmed the company's long-term ratings including its
corporate family rating of B1 with a stable outlook.

Prestige Brands, Inc., headquartered in Irvington, New York, is a
marketer of a broad portfolio of branded over-the-counter
healthcare products, household cleaning products, and personal
care products.  Key brands include Compound W, Chloraseptic,
Little Remedies, Clear Eyes, Murine, Wartner, New Skin, Comet,
Chore Boy, Spin and Span, and Cutex.  Total revenues for the last
twelve month period ending June 30, 2010 were approximately
$300 million.


PRESTIGE BRANDS: S&P Affirms Corporate Credit Rating at 'B+'
------------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its 'B+'
corporate credit rating on Irvington, N.Y.-based Prestige Brands
Inc.  The outlook is stable.

S&P affirmed its 'BB' issue rating (two notches higher than the
corporate credit rating) on Prestige's senior secured revolving
credit facility due 2015 after the company announced plans to
increase it to $40 million from $30 million.  S&P affirmed its
'BB' issue rating on the company's term loan facility due 2016
after the company added on $115 million, bringing the total amount
under its term loan to about $265 million.  The recovery rating on
the secured debt remains '1', indicating S&P's expectation for
very high (90% to 100%) recovery in the event of a payment
default.

At the same time, S&P lowered its issue rating on the company's
senior unsecured notes due 2018, which the company plans to
increase by $100 million to $250 million, to 'B' (one notch lower
than the corporate credit rating) from 'B+', and removed the
rating from CreditWatch with negative implications.  S&P revised
the recovery rating on these notes to '5' (indicating its
expectation for modest (10% to 30%) recovery in the event of a
payment default) from '3'.  S&P estimate that pro forma for the
transactions, the company will have approximately $515 million of
total reported debt outstanding.

"The downgrade of the company's senior unsecured notes reflects
S&P's expectation that unsecured noteholders will be further
disadvantaged and recovery prospects will weaken following the
incremental secured debt added to the company's capital structure
to fund a portion of its acquisition of Blacksmith Brands," said
Standard & Poor's credit analyst Mark Salierno.  Blacksmith is a
portfolio company of over-the-counter consumer product brands,
include Efferdent, PediaCare, and Luden's.  The transaction is
expected to close in the fourth calendar quarter of 2010.

"The affirmation of the 'B+' corporate credit rating and the
stable outlook reflects S&P's view that operating performance and
credit measures will remain in line with its expectations, and
that the company will continue to maintain sufficient cushion
under its financial covenants following the transaction," added
Mr. Salierno.

S&P's ratings on Prestige Brands Inc. reflect the company's
participation in the highly competitive consumer products
industry, where it competes with larger and better capitalized
companies.  The ratings also reflect Prestige Brands' lack of
international diversity in its product lines and its aggressive
financial risk profile.  Although S&P views the business risk
profile as weak for these reasons, S&P believes that the company
has well-established brands with leading niche market positions.
However, many of these products compete with those of much larger
pharmaceutical and consumer products companies with much greater
resources for product development and marketing.

S&P believes that Prestige's acquisition of Blacksmith Brands
strengthens the company's position in the highly competitive OTC
market segment, and S&P believes the acquired brands are
complementary to the Prestige's existing product portfolio.
However, most of the company's products still have U.S. domestic
concentrations and have more of a niche focus.  Prestige has
acquired many of its brands from larger competitors who
underinvested in their growth because of their limited potential
to expand globally.  The company's strategy is to develop new
product innovations for these brands and increase marketing.
Although the company is involved in developing new product
innovations, Prestige outsources research and development and
manufacturing to third parties.  Although this helps reduce
Prestige's expenses, it also potentially limits the company's
control of new product development.  Most of its existing brands,
such as Compound W, Clear Eyes, and Chloraseptic, are well
established and have No. 1 or No. 2 market positions in their
categories.  S&P expects the company to continue to focus on
evaluating strategic, niche brand acquisitions as part of its
growth strategy as well as increasing its marketing spending on
core brands over the intermediate term.

The rating outlook is stable.  S&P believes that integration risk
related to the Blacksmith acquisition to be relatively low,
Prestige Brands' debt leverage to remain below 4x, and the company
to maintain its niche market positions.  S&P would consider
lowering its rating on Prestige Brands if liquidity tightens due
to increased competition and/or unforeseen integration issues or
other operating difficulties result in total debt to EBITDA
exceeding 5.5x.  S&P estimate pro forma leverage could rise to
this level if EBITDA declines more than 30%.  S&P would consider
raising its rating if credit protection measures were to improve
through debt reduction and stronger operating performance, with
total debt to EBITDA of less than 3x.  However, S&P believes this
is unlikely over the near term given S&P's expectation for the
company to remain acquisitive and for leverage to remain between
3x and 4x.


PROTECTIVE LIFE: Fitch Affirms Trust Preferred Ratings at 'BB+'
---------------------------------------------------------------
Fitch Ratings has affirmed Protective Life Corp.'s Issuer Default
Rating at 'BBB+' and senior debt ratings at 'BBB'.  Fitch has also
affirmed PL's trust preferred ratings at 'BB+' and primary life
insurance subsidiaries' Insurer Financial Strength ratings at 'A'.
The Rating Outlook is Stable.  A full rating list is shown below.

The affirmation follows an announcement by PL that its primary
life insurance subsidiary, Protective Life Insurance Company
(PLICO), will acquire a block of approximately 1.3 million life
insurance policies through a reinsurance transaction with Liberty
Life Insurance Company.  The transaction is expected to close in
early 2011.

The rationale for the rating action is that the announced
transaction is consistent with PL's acquisition strategy and
represents modest execution risk given the relative size of the
transaction and PL's extensive track record of successfully
acquiring blocks of life insurance.  Under the terms of the
transaction, PLICO will reinsure on a coinsurance basis
approximately $1.6 billion of statutory reserves and pay to
Liberty Life a $200.5 million ceding commission plus the statutory
interest maintenance reserve on assets transferred from Liberty at
closing.  Fitch estimates that the block acquired from Liberty
Life will represent approximately 5% of PLICO's statutory
liabilities after the acquisition.  Although the acquisition is
expected to be accretive to earnings, it will increase PL's risk
based capital charges.  Fitch's pro forma RBC calculations
indicate an initial decline in PLICO's RBC ratio on both a
reported basis and when subjected to Fitch's investment stress
test.  Nonetheless, Fitch believes PLICO will continue to hold
sufficient capital for its current rating level even after Fitch's
investment stress test.

Fitch notes that under its Total Financings and Commitments ratio,
PL demonstrates high (above average) leverage compared to peers at
approximately 1.2 times.  This is due mainly to financings for
Regulation XXX reserving.  Fitch generally views these activities
as well managed, and related risks were previously captured in
Fitch's ratings.

The key rating drivers that could result in an upgrade include
improvement in earnings, growth in equity and surplus
(particularly if accomplished through retained earnings) and a
reduction in leverage on both a traditional and TFC basis.

The key rating drivers that could result in a downgrade include
actual realized investment losses that exceed Fitch's stress test
estimates, material declines in GAAP or statutory capital, a
downturn or weak growth in earnings, or a material reinsurance
loss.

Fitch has affirmed these ratings with a Stable Rating Outlook:

Protective Life Corporation

  -- IDR at 'BBB+';

  -- $10 million in medium-term notes due 2011 at 'BBB';

  -- $250 million in senior notes due 2013 at 'BBB';

  -- $150 million in senior notes due 2014 at 'BBB';

  -- $150 million in senior notes due 2018 at 'BBB';

  -- $400 million of 7.38% senior notes due 2019 at 'BBB';

  -- $300 million of 8.45% senior notes due 2039 at 'BBB';

  -- $100 million of 8% senior retail notes due 2024 at 'BBB';

  -- $103 million trust preferred issued through PLC Capital Trust
     III due 2031 at 'BB+';

  -- $119 million trust preferred issued through PLC Capital IV
     due 2032 at 'BB+';

  -- $103 million trust preferred issued through PLC Capital Trust
     V due 2034 at 'BB+';

  -- $200 million class D junior subordinated notes due 2066 at
     'BB+'.

Protective Life Insurance Company
Protective Life and Annuity Insurance Company
West Coast Life Insurance Company

  -- IFS at 'A'.

Protective Life Secured Trust

  -- Notes at 'A';
  -- Medium-term notes at 'A'.


PROTECTIVE LIFE: Moody's Affirms Ratings on Senior Debt
-------------------------------------------------------
Moody's Investors Service affirmed the debt ratings of Protective
Life Corporation (senior debt at Baa2) and the A2 insurance
financial strength rating of its operating subsidiaries, following
the company's announcement that it had signed a definitive
agreement to coinsure the individual life insurance business of
Liberty Life Insurance Company (Liberty Life - not rated), a
subsidiary of Royal Bank of Canada.  Protective's rating outlook
is stable.  The transaction is expected to close in the first
quarter of 2011, in conjunction with Athene Holding Ltd's
acquisition of Liberty Life, subject to regulatory approval.

Liberty Life will coinsure its individual life business to
Protective Life Insurance Company, Protective's lead life
insurance operating company.  PLICO will invest a total of
$310 million consisting of a ceding commission paid to Liberty
Life and statutory capital to support the business at Protective's
target regulatory risk-based capital level of 350%.  Liberty
Life's closed block of individual life insurance, with about
$1.6 billion in reserves and assets that will be transferred to
PLICO, will become part of Protective's Acquisition segment.

Moody's Vice President and Senior Credit Officer, Ann Perry
commented, "The affirmation of Protective's ratings and stable
outlook reflect the relatively low risk profile of the acquired
liabilities, and the expectation that the NAIC risk based capital
ratio will be maintained at a minimum of 350%.  Liberty Life's
individual life insurance business is a seasoned block of
primarily small 'home service' policies with predictable
persistency and mortality.  Protective has a core competency of
acquiring small life insurance companies and blocks of business
and has a proven track record of administering the business on a
cost-efficient basis." Because of the large number of small
policies being acquired, Moody's said that it expects Protective
will outsource policy administration for the Liberty Life block.

The Acquisitions segment has historically produced stable and
predictable profits.  With earnings from the Liberty Life
acquisition, as well as the recently announced United Investors
Life Insurance Company transaction, the Acquisition segment's
contribution to total company earnings is expected to grow to more
than 35%.

In conjunction with the transaction, Protective has also announced
that it plans to complete a 10-year letter of credit facility to
provide collateral for up to approximately $900 million of
reserves associated with term life insurance business written by
its subsidiaries in 2008 through 2010 and required by Regulation
XXX.  By ceding XXX reserves to a captive insurance company, PLICO
expects to free up regulatory capital and substantially improve
its RBC ratio.  Moody's noted that the affirmation of Protective's
credit ratings, with stable outlook, incorporates the expectation
that the company will complete the LOC transaction prior to year-
end 2010.

Moody's added that Protective's financing of the transaction
entirely with internally generated funds at PLICO will allow the
company to maintain financial leverage at a moderate 25% (as of
June 30, 2010), while the expected addition to statutory earnings
from the acquisition should help replenish the initial reduction
in regulatory capital as well as provide a modest boost to
interest coverage.  Although the Liberty Life investments acquired
under the reinsurance transaction contain about 30% in commercial
mortgages, these loans are well diversified and the bond portfolio
is entirely investment grade, with a concentration in higher
quality credits.

The rating agency noted, however, that the Liberty Life
transaction and the UILIC acquisition are expected to close within
a short time of each other.  The timing proximity heightens
execution risk and has the potential to strain internal resources
at Protective.  In addition, Protective faces challenges in light
of a continuing weak economy and the pressure that a stress
scenario could place on its earnings and regulatory capital.
Pressure on regulatory capital will be increased as over
$500 million of capital is expected to be deployed in completing
the two acquisitions.

According to Moody's, Protective's ratings reflect the company's
diverse revenue and earnings sources, multiple distribution
channels, and stable earnings from a number of acquired blocks of
individual life insurance business.  Protective's investment
losses have lessened in 2010 compared to 2009, and are expected to
continue to decrease over the next several quarters.  Protective
also has no short-term debt outstanding, and its next significant
debt maturity is $250 million due in 2013.

These ratings were affirmed with a stable outlook:

* Protective Life Corporation -- senior unsecured debt at Baa2;
  senior unsecured shelf at (P)Baa2; subordinated shelf at
  (P)Baa3; preferred shelf at (P)Ba1; junior preferred shelf at
  (P)Ba1; capital securities at Ba1;

* Protective Life Insurance Co. -- insurance financial strength at
  A2; short-term insurance financial strength at Prime-1;

* West Coast Life Insurance Co. -- insurance financial strength at
  A2;

* PLC Capital Trusts III-V -- trust preferred at Baa3;

* PLC Capital Trusts VI-VIII -- trust preferred shelf at (P)Baa3;

* Protective Life Secured Trusts -- senior secured at (P)A2;

* Protective Life U.S. Funding Trusts -- senior secured at (P)A2;

* General Repackaging ACES SPC 2006-1, General Repackaging ACES
  SPC 2007-1 -- funding agreement-backed senior secured debt
  rating at A2.

On June 30, 2010, the company reported total consolidated GAAP
assets of approximately $44.6 billion and shareholders' equity of
about $3.1 billion.


RADHA REALTY: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Radha Realty, Inc.
        dba Comfort Inn & Suites
        6752 W. Indiantown Road
        Jupiter, FL 33458

Bankruptcy Case No.: 10-42559

Chapter 11 Petition Date: October 25, 2010

Court: United States Bankruptcy Court
       Southern District of Florida (West Palm Beach)

Judge: Erik P. Kimball

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

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

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/flsb10-42559.pdf

The petition was signed by Mahendra Patel, president.


RENE COUMANS: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Rene H. Coumans
        dba Belle Vue Dairy
        3415 FM 1567 E
        Como, TX 75431

Bankruptcy Case No.: 10-43677

Chapter 11 Petition Date: October 25, 2010

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

Judge: Brenda T. Rhoades

Debtor's Counsel: Robert T. DeMarco, Esq.
                  Michael S. Mitchell
                  DEMARCO-MITCHELL, PLLC
                  1255 West 15th St., 805
                  Plano, TX 75075
                  Tel: (972) 578-1400
                  Fax: (972) 346-6791
                  E-mail: robert@demarcomitchell.com
                          mike@demarcomitchell.com

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

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

The petition was signed by Mr. Coumans.

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


ROTHSTEIN ROSENFELDT: Trustee Sues Rothstein's Cousin
-----------------------------------------------------
Jon Burstein, writing for South Florida Sun-Sentinel, reports that
bankruptcy trustee Herbert Stettin sued Robin Kempner, one of
Scott Rothstein's cousins, on Monday, "accusing her of pocketing
more than $620,000 as her relative ran South Florida's largest
financial fraud ever."

According to the Sun-Sentinel, the lawsuit accesses Mr. Kempner of
pocketing more than $620,000 from Mr. Rothstein's fraud.  The suit
says Mr. Rothstein paid off the mortgage on Ms. Kempner's Pompano
Beach home, as well as employing her at his law firm -- Rothstein
Rosenfeldt Adler.  The firm was paying her $100,000 annually.

"The (bankruptcy) trustee challenges the reasonableness of the
payments made to Kempner as salary for 2008 and 2009," the Sun-
Sentinel quotes the lawsuit as saying. "The amounts are challenged
as being overpayments of compensation for the two-year period
subject to this lawsuit because they were unreasonable and
improper."

                      About Rothstein Rosenfeldt

Scott Rothstein, co-founder of law firm Rothstein Rosenfeldt Adler
PA, has been suspected of running a $1.2 billion Ponzi scheme.
U.S. authorities claimed in a civil forfeiture lawsuit filed
November 9, 2009, that Mr. Rothstein, the firm's former chief
executive officer, sold investments in non-existent legal
settlements.  Mr. Rothstein pleaded guilty to five counts of
conspiracy and wire fraud on January 27, 2010.

Creditors of Rothstein Rosenfeldt Adler signed a petition sending
the Florida law firm to bankruptcy (Bankr. S.D. Fla. Case No.
09-34791).  The petitioners include Bonnie Barnett, who says she
lost $500,000 in legal settlement investments; Aran Development,
Inc., which said it lost $345,000 in investments; and trade
creditor Universal Legal, identified as a recruitment firm, which
said it is owed $7,800.  The creditors alleged being owed money
invested in lawsuit settlements.

Herbert M. Stettin, the state-court appointed receiver for
Rothstein Rosenfeldt, was officially carried over as the Chapter
11 trustee in the involuntary bankruptcy case.

On June 10, 2010, Mr. Rothstein was sentenced to 50 years in
prison.


RW LOUISVILLE: Gets Court's Interim Nod to Use Cash Collateral
--------------------------------------------------------------
RW Louisville Hotel Associates, LLC, sought and obtained interim
authorization from the U.S. Bankruptcy Court for the Western
District of Kentucky to use $660,000 of the cash collateral for
the four week period beginning October 11, 2010.

As of the Petition Date, the Debtor has assets including the hotel
Real Property and improvements assessed for tax purposes at
$10 million, and accounts receivable, inventory and other personal
property the value of which is being determined.  The Real
Property is subject to a recorded mortgage executed on May 21,
1998, in favor of Column Financial, Inc., in the original
principal amount of $18,500,000.  The Mortgage secures a May 21,
1998 Promissory Note by the Debtor to Column in the original
principal sum of $18,500,000.  In conjunction with the Note and
Mortgage, the parties executed and caused the recording of an
Assignment of Leases and Rents.  The Note, Mortgage and Assignment
of Leases and Rents were subsequently assigned to and are
currently held by Wells Fargo Bank, N.A., as Trustee, for the
Registered Holders of DLJ Commercial Mortgage Corp., Commercial
Mortgage Pass-Through Certificates, Series 1998-CF2.  Wells Fargo
will contend that rents and other proceeds derived from the Real
Property are subject to the Loan Documents and are its cash
collateral.  As of the Petition Date, the Debtor was indebted to
the Trust in the approximate principal amount of $13.9 million.
The Debtor has been making monthly interest payments and sending
to Wells Fargo for escrow the required funds for taxes and
insurance.

Lea Pauley Goff, Esq., at Stoll Keenon Ogden PLLC, explained that
the Debtor needs the money to fund its Chapter 11 case, pay
suppliers and other parties.

As adequate protection of the Trust's asserted interest in the
Cash Collateral, the Debtor proposes that Wells Fargo be granted
replacement liens in post-petition inventory, accounts receivable,
and proceeds thereof generated by the Debtor's post-petition
operations.  The Debtor also proposes to escrow funds for the
payment of property taxes to replace the previously escrowed funds
which Wells Fargo has taken.

Wells Fargo objected to the Debtor's use of cash collateral,
saying that the Debtor isn't capable of adequately protecting
Wells Fargo in exchange for any use of cash collateral, as it has
no unencumbered cash to make periodic payments and it has no
unencumbered assets on which to grant replacement liens.  The
Debtor's offer of protection is insufficient, according to Wells
Fargo.

The Court has set a final hearing for November 15, 2010, at
1:30 p.m. on the Debtor's request to use cash collateral.

Wells Fargo is represented by Stites & Harbison, PLLC.

Louisville, Kentucky-based RW Louisville Hotel Associates, LLC,
aka Holiday Inn Hurstbourne, owns a hotel property located at 1325
South Hurstbourne Parkway, Louisville, Kentucky 40222.  It is an
independent franchisee of InterContinental Hotels Group and
operates a 271 room full-service Holiday Inn on the Real Property
and employs approximately 110 employees.

RW Louisville filed for Chapter 11 protection on October 8, 2010
(Bankr. W.D. Ky. Case No. 10-35356).  Emily Pagorski, Esq., and
Lea Pauley Goff, Esq., at Stoll Keenon Ogden PLLC, assist RW
Louisville in its restructuring effort.  RW Louisville estimated
its assets and debts at $10 million to $50 million at the Petition
Date.


SEA ISLAND: Creditors' Recovery Doubled as Lenders Settle
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News, stated
that Sea Island Co. is set for approval of the liquidating Chapter
11 plan at a Nov. 4 confirmation hearing as the result of a
settlement between unsecured creditors and secured lenders.

Mr. Rochelle relates that as a result of the settlement, the
lenders are increasing the fund for unsecured creditors to $6.33
million from $3 million.  The lenders are also making $217,000
available to finance a liquidating trust.  Directors and officers
won't receive releases, although plaintiffs in lawsuits may only
recover from directors' and officers' liability insurance
policies.  The settlement ended disputes over which assets are
covered by the secured lenders' liens and which aren't.

The bankruptcy court will consider approval of the settlement at
the Nov. 4 confirmation hearing.  The hearing is also to approve
the $212.4 million sale of the assets to a group including Oaktree
Capital Management LP, Avenue Capital Group, Starwood Capital
Group Global LP and Anschutz Corp.  The opening bid at auction had
been $197.5 million.

                         About Sea Island

St. Simons Island, Georgia-based Sea Island Company --
http://www.seaisland.com/-- aka Sea Island Shooting School, Sea
Island Yacht Club, Sea Island Stables, and Cabin Bluff, is a
private resort and real estate development company founded in
1926.  Sea Island Company owns and operates Sea Island Resorts,
featuring two of the world's most exceptional destinations: the
Forbes Five-Star Cloister at Sea Island and The Lodge at Sea
Island.

Sea Island filed for Chapter 11 protection on August 10, 2010
(Bankr. S.D. Ga. Case No. 10-21034).  Sea Island filed a Chapter
11 plan based upon an agreement to sell substantially all of its
assets to Sea Island Acquisition LP, a limited partnership formed
by investment funds managed by the global investment firms Oaktree
Capital Management, L.P., and Avenue Capital Group.

Sarah R. Borders, Esq., Harris Winsberg, Esq., Sarah L. Taub,
Esq., and Jeffrey R. Dutson, Esq., at King & Spalding LLP, assist
the Debtor in its restructuring effort.  Robert M. Cunningham,
Esq., at Gilbert, Harrell, Sumerford & Martin PC, is the Debtor's
co-counsel. FTI Consulting, Inc., is the Debtor's restructuring
advisor.  EPIQ Bankruptcy Solutions, LLC, is the Debtor's claims
and notice agent.

Donald F. Walton, the U.S. Trustee for Region 21, appointed seven
members to the official committee of unsecured creditors in the
Chapter 11 cases of Sea Island Company, et al.  The official
committee of unsecured creditors has retained Jordi Guso, Esq. and
Berger Singerman, P.A. as its counsel.  The Debtor estimated its
assets and debts at $500 million to $1 billion as of the Petition
Date.

Affiliates Sea Island Coastal Properties, LLC; Sea Island
Services, Inc.; Sea Island Resort Residences, LLC; Sea Island
Apparel, LLC; First Sea Island, LLC; and Sical, LLC, filed
separate Chapter 11 petitions on August 10, 2010.


SENSATA TECHNOLOGIES: Posts $48MM Net Loss in Sept. 30 Quarter
--------------------------------------------------------------
Sensata Technologies B.V. filed its quarterly report on Form 10-Q
with the Securities and Exchange Commission, reporting a net loss
of $48.43 million on $383.29 million of net revenue for the three
months ended Sept. 30, 2010, compared with a net loss of $54.02
million on $302.47 million of net revenue for the same period a
year earlier.

The Company's balance sheet at Sept. 30, 2010, showed
$3.25 billion in total assets, $2.42 billion in total liabilities,
and stockholder's equity of $825.96 million.

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

                           About Sensata

Almelo, Netherlands-based Sensata Technologies B.V. --
http://www.sensata.com/-- supplies sensing, electrical
protection, control and power management solutions.  Majority-
owned by affiliates of Bain Capital Partners, LLC, a leading
global private investment firm, and its co-investors, Sensata
employs approximately 9,500 people in nine countries.  Sensata's
products improve safety, efficiency and comfort for millions of
people every day in automotive, appliance, aircraft, industrial,
military, heavy vehicle, heating, air-conditioning, data,
telecommunications, recreational vehicle and marine applications.

As reported by the TCR on December 7, 2009, Moody's Investors
Service has upgraded Sensata Technologies B.V.'s Corporate Family
and Probability of Default ratings to Caa1 from Caa2, as well as
the company's senior secured credit facility to B2, senior
unsecured notes to Caa2, and senior subordinated notes to Caa3.
In a related rating action, Moody's affirmed the Company's
Speculative Grade Liquidity rating at SGL-3.  The outlook is
positive.

The TCR on Nov. 4, 2009, said that Standard & Poor's affirmed the
ratings on Attleboro, Massachusetts-based Sensata Technologies,
Inc., including the 'CCC+' corporate credit rating.  At the same
time, S&P revised the outlook on the company to stable from
negative.

Standard & Poor's Ratings Services raised its ratings on sensors
and controls manufacturer Sensata Technologies B.V., including the
corporate credit rating, to 'B+' from 'B'.  The outlook is
positive.

Moody's Investors Service has upgraded Sensata Technologies B.V.'s
Corporate Family and Probability of Default ratings to B2 from B3.
In a related action, the company's senior secured credit facility
was affirmed B1, senior unsecured notes affirmed Caa1, and senior
subordinated notes upgraded to Caa1 from Caa2.  Moody's also
upgraded the company's Speculative Grade Liquidity rating to SGL-2
from SGL-3.  The rating outlook is positive.


SHARON CASTER: GMAC Can Foreclose on Leased Vehicle
---------------------------------------------------
The Hon. Pat E. Morgenstern-Clarren grants a request by GMAC, now
known as Ally Financial Inc., for relief from stay to permit it to
exercise its legal rights with respect to Sharon E. Caster's
leased vehicle.  The Debtor tried, but failed, to block GMAC's
bid.

A copy of the Court's memorandum of opinion is available at
http://is.gd/glz05from Leagle.com.

Sharon E. Carter filed for Chapter 7 bankruptcy protection (Bankr.
N.D. Ohio Case No. 09-17748) on August 19, 2009.  On the Debtor's
unopposed motion, the court converted the case to Chapter 11 on
July 28, 2010.


SOFTLAYER HOLDINGS: S&P Assigns 'B+' Corporate Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services assigned Dallas, Texas-based IT
hosting and managed services provider SoftLayer Holdings Inc. its
preliminary corporate credit rating of 'B+'.  The rating outlook
is stable.

At the same time, S&P assigned the company's $275 million senior
secured credit facility a preliminary issue-level rating of 'B+'
(at the same level as S&P's 'B+' corporate credit rating on
SoftLayer).  S&P also assigned this debt a preliminary recovery
rating of '3', indicating S&P's expectation of meaningful (50% to
70%) recovery for lenders in the event of a payment default.

The facility consists of a $255 million term loan due 2016 and a
$20 million revolving credit facility due 2015, with subsidiaries
ThePlanet.com Internet Services, Inc. and SoftLayer Technologies,
Inc., listed as co-borrowers.  The company plans to use credit
facility proceeds to cover costs related to the merger of
SoftLayer Technologies and ThePlanet.com, which includes repayment
of existing debt at the entities, fees and integration costs, and
payment to exiting equity investors.  Private equity firm GI
Partners holds a majority stake in each company, and will maintain
majority ownership of the merged entity.  S&P expects to assign
final ratings upon closing of the proposed transaction and its
review of final documentation.

"The preliminary ratings reflect the competitive, fragmented
nature of the hosting and managed services sector, as well as
risks associated with SoftLayer's target customer base in the
Internet-centric small and midsize business market," said Standard
& Poor's credit analyst Michael Senno.

Further, most customers operate on month-to-month contracts with
no commitments, exposing SoftLayer to cyclical trends or potential
technological change.  However, S&P expects continued double-digit
annual revenue growth pro forma for the merger, due to the high
growth trends in IT outsourcing and managed services.  This growth
expectation partially mitigates the business risks facing the
company.

Additional scale from the merger will strengthen SoftLayer's
position in the fragmented market, and provide leverage to
negotiate better rates for bandwidth and data-center leases, its
two biggest non-labor costs.  SoftLayer's business model employs a
flexible capital spending program that S&P believes will allow the
company to scale back expenditures if growth fails to materialize.
The company purchases most servers as demand warrants and can
redeploy servers from exiting customers to new customers, which
should mitigate overexpansion risk and help the company maintain
positive free operating cash flow.  Pro forma for the transaction,
S&P expects the combined entity to have generated about
$267 million in revenue and about $103 million in EBITDA for the
12 months ended Sept. 30, 2010.


SOUTH TAHOE: District To Manage Public Transit Starting Nov. 1
--------------------------------------------------------------
Annie Flanzraich at Nevada Appeal reports that South Tahoe Area
Transit Authority's public transit could be under the management
of the Tahoe Transportation District on Nov. 1, 2010, assuming
certain conditions set by the district's board of directors are
met.  According to the report, a number of those conditions hinge
on the bankruptcy proceedings regarding BlueGo's former management
agency, the South Tahoe Area.

South Tahoe Area filed for bankruptcy due to an ongoing lawsuit
brought against it by MV Transportation, its former operating
contractor.  MV Transportation contends that South Tahoe Area owes
more than $2 million for previous service and improvements to the
bus fleet.

Based in Stateline, Nevada, South Tahoe Area Transit Authority
filed for Chapter 11 bankruptcy protection on Sept. 13, 2010
(Bankr. D. Nev. Case No.: 10-53666).  Gregg W. Zive preceded the
case.  Jeffrey L. Hartman, Esq., at Hartman & Hartman, represents
the Debtor.  The Debtor listed assets of $394,369, and debts of
$3,585,585.


SOUTHCROSS COMMERCE: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Southcross Commerce Center III, LLC
        2999 West County Road 42, Suite 206
        Burnsville, MN 55306

Bankruptcy Case No.: 10-37697

Chapter 11 Petition Date: October 25, 2010

Court: United States Bankruptcy Court
       District of Minnesota (St Paul)

Judge: Gregory F. Kishel

Debtor's Counsel: Thomas G. Wallrich, Esq.
                  HINSHAW & CULBERTSON LLP
                  333 South Seventh Street, Suite 2000
                  Minneapolis, MN 55402
                  Tel: (612) 333-3434
                  E-mail: twallrich@hinshawlaw.com

Scheduled Assets: $5,851,238

Scheduled Debts: $5,127,952

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

Debtor-affiliates that filed separate Chapter 11 petitions:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
EFH Co.                                10-37219   09/30/10
EFH Realty Advisors, Inc.              10-37218   09/30/10

The petition was signed by Eugene F. Happe, president/director.


SPENCER CREEK: A Single Asset Real Estate Case, Court Rules
-----------------------------------------------------------
The Hon. George C. Paine, II, determines, at the behest of
Renasant Bank, that Spencer Creek Properties is a "single asset
real estate" case as defined in 11 U.S.C. Sec. 101(51B).

As of the Petition Date, Spencer Creek owed the Bank $5,900,000
secured by 25 residential lots known as the "Carolina Close"
subdivision in Franklin, Tennessee.  The Real Property is platted
and taxed as 28 separate residential lots, 25 of which are still
owned by the Debtor.

A copy of the Court's memorandum dated Oct. 25, 2010, is available
at http://is.gd/glrWYfrom Leagle.com.

Based in Nashville, Tennessee, Spencer Creek Properties filed
for Chapter 11 bankruptcy protection (Bankr. M.D. Tenn. Case No.
10-08732) on August 18, 2010.  Elliott Warner Jones, Esq., at
Emerge Law PLC, serves as Debtor's bankruptcy counsel.  The Debtor
estimated $1 million to $10 million in both assets and debts.


STRATEGIC PARTNERS: S&P Assigns 'B' Corporate Credit Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B'
corporate credit rating to Chatsworth, Calif.-based Strategic
Partners Inc.  The outlook is stable.

At the same time, S&P assigned its 'B' issue rating to the
company's $205 million senior secured credit facility, which
consists of a five-year $30 million revolving credit facility and
a six-year $175 million term loan.  The recovery rating is a '4',
indicating S&P's expectation of average (30% to 50%) recovery in
the event of a payment default.  Net proceeds of the term loan,
along with a new $75 million unsecured mezzanine loan (unrated)
and $212.4 million in common equity, financed the acquisition of
Strategic Partners by BAML Capital Partners.

Strategic Partners had about $250 million in debt outstanding when
the transaction closed in August 2010.

"The ratings on Strategic Partners reflect the company's
substantial concentration and minimal bargaining power with its
largest customer Wal-Mart Stores Inc., which constitutes 35% of
sales; small size; narrow business focus; and participation in a
highly competitive industry," said Standard & Poor's credit
analyst Brian Milligan.  Strategic Partners benefits from a strong
market share, but does so in a niche market segment.  The ratings
also incorporate S&P's expectation that the company will use a
substantial portion of its excess free cash flows (after capital
expenditures) for debt reduction.

Strategic Partners is a narrowly focused company that supplies
medical uniforms (83% of sales), school uniforms (10%), and
footwear/accessories (7%) in the U.S. According to management, the
company has a 42% market share in the niche U.S. medical uniform
market (including 8% contribution from recently acquired Dickies
license).  Strategic Partners outsources substantially all of its
manufacturing to suppliers, most of which are in low-cost
countries.  The company provides medical uniforms under brand
names such as Cherokee and the recently added Dickies license.
The company believes its Cherokee and Dickies brands represent the
No. 1 and No. 2 brands, respectively, in the U.S. medical uniform
industry.  The company also has a considerable private-label
business.  Basic and fashion solids account for approximately 67%
of sales, with the balance consisting of prints, including
licenses of fictional characters.

The stable outlook reflects S&P's expectation for consistent sales
and margin performance, continued medical uniform market share
gains, and a financial policy which leads to steadily improved
credit measures.  In addition, the outlook reflects S&P's
expectation for continued free cash flow generation, sufficient
covenant cushion, and adequate liquidity.  However, S&P could
lower the ratings if there is a significant reduction or loss of
business from Wal-Mart, liquidity becomes constrained, or if
financial policy becomes more aggressive, thereby restricting
steady credit measure improvement.  S&P could also lower the
rating if covenant cushion falls below 10%.  EBITDA would need to
decline 15% from current levels for this to occur.  Although less
likely, S&P could raise the ratings if Wal-Mart's revised
merchandising strategy and the Dickies brand addition lead to
accelerated revenue growth and margin expansion, resulting in
significantly stronger credit measures, including total debt to
EBITDA approaching 3.5x.  EBITDA would need to increase 30% from
current levels for this to occur.


SUNTRUST BANK: Fitch Puts BB- Support Rating on Watch Negative
--------------------------------------------------------------
Fitch Ratings has placed the Support and Support Floor ratings of
SunTrust Bank on Rating Watch Negative following initial
interpretation of the Dodd-Frank Wall Street Reform and Consumer
Protection Act and its implications for systemically important
financial institutions.  SunTrust Bank's Issuer Default Rating and
issue-level ratings are currently above their Support Floor
Ratings as the IDR and issue-level ratings reflect the company's
stand-alone strength, and do not rely on any implied government
support.  As such, SunTrust Bank's IDR and issue-level ratings are
unaffected by the action.  The ratings of SunTrust Bank's parent
company SunTrust Banks, Inc. and its other affiliates are also
unaffected.  Similar actions have been taken for other large U.S.
banks.

Refer to Fitch's press release dated Oct. 22, 2010, titled 'Fitch:
U.S. FI Support Ratings Potentially Impacted by Proposed FDIC
Rules' for additional information.  Fitch's ratings of banks have
always encompassed a view of intrinsic creditworthiness expressed
through the Individual rating, while Fitch's view of Support has
been expressed separately through its Support framework.  Support
Ratings communicate Fitch's judgment on whether the bank would
receive support from the U.S. Government should this become
necessary.  The recently enacted legislative framework and
potential regulatory rulemaking primarily affect Fitch's sovereign
Support framework.

Fitch places these ratings on Rating Watch Negative:

SunTrust Bank

  -- Support '3';
  -- Support Floor 'BB-'.


SYNCORA HOLDINGS: Expects Decrease in Statutory Capital
-------------------------------------------------------
Syncora Holdings Ltd. said on Monday its wholly owned, New York
domiciled financial guarantee subsidiary, Syncora Guarantee Inc.,
estimates that, based on information available to date, it will
record a decrease in its statutory policyholders' surplus of
roughly $25 million to $40 million for the third quarter of 2010,
principally as a result of adverse development with respect to
residential mortgage backed securities and other guaranteed
transactions.

The Company previously reported statutory policyholders' surplus
of $143.8 million as of June 30, 2010.

In connection with the adverse development of its reserves,
Syncora Guarantee has identified a potential mismatch of future
long-term claim payments and reimbursement of such claim payments
which may impact liquidity at that time.  If not mitigated, these
issues could materially impair the Company's ability to satisfy
its future obligations.  Syncora is actively exploring means of
addressing the liquidity, surplus and other challenges that it
faces.

In addition, Syncora Guarantee expects the discount rate used in
the calculation of its reserves and loss adjustment expenses at
December 31, 2010, to be lower, as compared to that used in prior
periods during 2010 and as of December 31, 2009.  While this
discount rate is only one factor in the calculation of such
reserves, a decrease in this rate will cause the Company's
reserves and loss adjustment expenses to increase and such
increase may have a material adverse effect on the Company's
policyholders' surplus.

As reported by the Troubled Company Reporter-Latin America,
Syncora said on July 20, 2010, Syncora Guarantee completed its
remediation plan sufficient to meet its minimum statutory
policyholder surplus requirements and address short and medium
term liquidity issues.  The remediation plan included purchases of
certain of SGI's guaranteed exposures, monetization of certain of
its illiquid assets, receipt of a partial pre-payment of a surplus
note from its wholly owned subsidiary Syncora Capital Assurance
Inc. and various other loss remediation and restructuring actions.

                    About Syncora Holdings Ltd.

Based in Bermuda, Syncora Holdings Ltd. (OTC: SYCRF) --
http://www.syncora.com/-- through its subsidiary, Syncora
Guarantee Inc., a monoline financial guarantee insurance provider,
provides credit enhancement for the obligations of debt issuers
worldwide.

As of July 21, 2010, the company continues to carry Moody's "C"
long term and preferred stock rating.

As reported by the TCR on July 30, 2010, Standard & Poor's Ratings
Services withdrew its 'D' counterparty credit rating and its 'R'
financial strength and financial enhancement ratings on Syncora
Guarantee Inc.  Standard & Poor's also said that it affirmed its
'C' issuer credit rating on Twin Reefs Pass-Through Trust and its
'CC' financial strength and financial enhancement ratings on
Syncora Guarantee U.K. Ltd. In addition, the 'C' preferred stock
rating on Syncora Holdings Ltd. remains on CreditWatch negative.
Standard & Poor's subsequently withdrew all of these ratings as
well.


TERRESTAR NETWORKS: Organizational Meeting on Oct. 29
-----------------------------------------------------
Tracy Hope Davis, United States Trustee for Region 2, will hold an
organizational meeting on October 29, 2010, at 11:00 a.m. in the
bankruptcy case of TerreStar Networks, Inc., et al.  The meeting
will be held at the United States Trustee Meeting Rooms, 80 Broad
Street, 4th Floor, New York, NY 10004.

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' cases.

The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code.  A representative
of the Debtor, however, may attend the Organizational Meeting, and
provide background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable.  The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.
Section 1103 of the Bankruptcy Code provides that the Committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization.  The Committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.

                     About TerreStar Networks

Reston, Va.-based TerreStar Corporation (NASDAQ: TSTR)
-- http://www.terrestar.com/-- is in the mobile communications
business through its ownership of TerreStar Networks, its
principal operating subsidiary, and TerreStar Global.

TerreStar Networks, in cooperation with its Canadian partners,
TerreStar Canada and TerreStar Solutions, majority-owned
subsidiaries of Trio 1 and 2 General Partnerships, plans to launch
an innovative wireless communications system to provide mobile
coverage throughout the United States and Canada using integrated
satellite-terrestrial smartphones and other devices.  This system
build out will be based on an integrated satellite and ground-
based technology intended to provide communication service in most
hard-to-reach areas and will provide a nationwide interoperable,
survivable and critical communications infrastructure.  The
Company intends to provide multiple communications applications,
including voice, data and video services.

As of June 30, 2010, the Company had four wholly owned
subsidiaries, MVH Holdings Inc., Motient Holdings Inc., TerreStar
Holdings Inc., and TerreStar New York Inc.  Motient Ventures
Holding Inc., a wholly owned subsidiary of MVH Holdings Inc.,
directly holds approximately 89.3% and 86.5% interest in TerreStar
Networks and TerreStar Global, respectively.

TerreStar Networks Inc. and Its affiliates filed voluntary
petitions for relief under Chapter 11 of the United States
Bankruptcy Code in Manhattan (Bankr. S.D.N.Y. Lead Case No.
10-15446).

The Debtors' parent, TerreStar Corporation (NASDAQ: TSTR), is not
among the Chapter 11 filers.

The Garden City Group, Inc. will act as claims and noticing agent
in the chapter 11 cases.  Michel Wunder, Esq., Ryan Jacobs, Esq.,
and Jarvis Hetu, Esq. at Fraser Milner Casgrain LLP and  Ira
Dizengoff, Esq. , Arik Preis, Esq., and Ashleigh Blaylock, Esq.,
at Akin Gump Strauss Hauer & Feld LLP ,  serve as bankruptcy
counsel to the Debtors.  Blackstone Advisory Partners LP is the
financial advisor.

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


TERRESTAR NETWORKS: Proposes Akin Gump as Bankr. Counsel
--------------------------------------------------------
TerreStar Networks Inc. and its units seek the U.S. Bankruptcy
Court for the Southern District of New York's authority to employ
Akin Gump Strauss Hauer & Feld LLP as their attorneys nunc pro
tunc to the Petition Date.

Jeffrey Epstein, TerreStar Networks, Inc.'s president and chief
executive officer, relates that the Debtors have selected Akin
Gump to serve as their attorneys because of the firm's knowledge
of their business and financial affairs and the firm's extensive
general experience and institutional knowledge, and, in
particular, its recognized expertise with business
reorganizations under Chapter 11 of the Bankruptcy Code.

The Debtors propose to employ Akin Gump to render these services:

  a. Advise the Debtors with respect to their powers and duties
     as debtors-in-possession in the continued operation of
     their business and the management of their properties;

  b. Advise the Debtors and take all necessary or appropriate
     actions at the Debtors' direction with respect to
     protecting and preserving the Debtors' estates, including
     the defense of any actions commenced against the Debtors,
     the negotiation of disputes in which the Debtors are
     involved, and the preparation of objections to claims filed
     against the Debtors' estates;

  c. Draft all necessary or appropriate motions, applications,
     answers, orders, reports, and other papers in connection
     with the administration of the Debtors' estates on behalf
     of the Debtors;

  d. Represent the Debtors in negotiations with all other
     creditors, equity holders, and other parties-in-interest,
     including governmental authorities;

  e. Advise the Debtors with respect to the cross-border issues
     in the Chapter 11 cases;

  f. Take all necessary or appropriate actions in connection
     with a plan or plans of reorganization and related
     disclosure statement and all related documents, and the
     further actions as may be required in connection with the
     administration of the Debtors' estates; and

  g. Perform and advise the Debtors as to all other necessary
     legal services in connection with the Chapter 11 cases,
     including, without limitation, any general corporate legal
     services.

Akin Gump will work closely with Fraser Milner Casgrain LLP and
Stikeman Elliot LLP, Canadian counsel to the Debtors, and any
other professionals that may be employed by the Debtors.  Akin
Gump will take whatever steps are necessary and appropriate to
avoid any unnecessary duplication of services with other
professionals.

The Debtors propose to pay Akin Gump at its standard hourly rates
which currently are:

  -- $525 to $1,150 for partners,
  -- $475 to $835 for counsel,
  -- $325 to $600 for associates, and
  -- $125 to $290 for paraprofessionals.

The current hourly rates for Akin Gump's attorneys with primary
responsibility in the Debtors' Chapter 11 cases are:

  -- Ira S. Dizengoff, Partner for Finc'l. Restructuring, $950
  -- Russell W. Parks Jr., Partner for Corporate, $880
  -- Arik Preis, Counsel for Financial Restructuring, $675
  -- Joanna Newdeck, Counsel for Financial Restructuring), $575
  -- Ashleigh L. Blaylock, Associate-Finc'l Restructuring, $430
  -- Kelly Labritz, Senior Attorney-Corporate, $575

In addition, the Debtors seek to reimburse all of Akin Gump's
actual and necessary expenses that are incurred in connection
with the contemplated representation, including, but not limited
to, photocopying services, printing, delivery charges, filing
fees, postage, and computer research time.

Ira S. Dizengoff, Esq., a member of Akin Gump, assures the Court
that his firm is a "disinterested person" within the meaning of
Section 101(14) of the Bankruptcy Code.

                     About TerreStar Networks

Reston, Va.-based TerreStar Corporation (NASDAQ: TSTR)
-- http://www.terrestar.com/-- is in the mobile communications
business through its ownership of TerreStar Networks, its
principal operating subsidiary, and TerreStar Global.

TerreStar Networks, in cooperation with its Canadian partners,
TerreStar Canada and TerreStar Solutions, majority-owned
subsidiaries of Trio 1 and 2 General Partnerships, plans to launch
an innovative wireless communications system to provide mobile
coverage throughout the United States and Canada using integrated
satellite-terrestrial smartphones and other devices.  This system
build out will be based on an integrated satellite and ground-
based technology intended to provide communication service in most
hard-to-reach areas and will provide a nationwide interoperable,
survivable and critical communications infrastructure.  The
Company intends to provide multiple communications applications,
including voice, data and video services.

As of June 30, 2010, the Company had four wholly owned
subsidiaries, MVH Holdings Inc., Motient Holdings Inc., TerreStar
Holdings Inc., and TerreStar New York Inc.  Motient Ventures
Holding Inc., a wholly owned subsidiary of MVH Holdings Inc.,
directly holds approximately 89.3% and 86.5% interest in TerreStar
Networks and TerreStar Global, respectively.

TerreStar Networks Inc. and Its affiliates filed voluntary
petitions for relief under Chapter 11 of the United States
Bankruptcy Code in Manhattan (Bankr. S.D.N.Y. Lead Case No.
10-15446).

The Debtors' parent, TerreStar Corporation (NASDAQ: TSTR), is not
among the Chapter 11 filers.

The Garden City Group, Inc. will act as claims and noticing agent
in the chapter 11 cases.  Michel Wunder, Esq., Ryan Jacobs, Esq.,
and Jarvis Hetu, Esq. at Fraser Milner Casgrain LLP and  Ira
Dizengoff, Esq. , Arik Preis, Esq., and Ashleigh Blaylock, Esq.,
at Akin Gump Strauss Hauer & Feld LLP ,  serve as bankruptcy
counsel to the Debtors.  Blackstone Advisory Partners LP is the
financial advisor.

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


TERRESTAR NETWORKS: Wins Nod for Garden City as Claims Agent
------------------------------------------------------------
TerreStar Networks Inc. and its units sought and obtained the U.S.
Bankruptcy Court's authority to employ The Garden City Group,
Inc., as their claims and noticing agent.

Garden City's employment will maximize efficiency in
administering the Debtors' Chapter 11 cases and will ease
administrative burdens that otherwise would fall upon the Debtors
and the Clerk of the United States Bankruptcy Court for the
Southern District of New York, Jeffrey Epstein, TerreStar
Networks, Inc.'s president and chief executive officer, relates.

Garden City is a bankruptcy administrator that specializes in
providing comprehensive Chapter 11 administrative services
including noticing, claims processing, balloting and other
related services critical to the effective administration of
Chapter 11 cases.

As the Debtors' claims and noticing agent, Garden City will
undertake these actions and procedures:

  (a) Notify all potential creditors of the filing of the
      bankruptcy petitions and of the setting of the date for
      the first meeting of creditors pursuant to Section 341(a)
      of the Bankruptcy Code, under the proper provisions of the
      Bankruptcy Code and the Federal Rules of Bankruptcy
      Procedure;

  (b) Maintain an official copy of the Debtors' schedules of
      assets and liabilities and statement of financial affairs,
      listing the Debtors' known creditors and the amounts owed;

  (c) Notify all potential creditors of the existence and amount
      of their claims as evidenced by the Debtors' books and
      records and as set forth in the Debtors' Schedules of
      Assets and Liabilities;

  (d) Furnish a notice of the last date for the filing of proofs
      of claim and a form for the filing of a proof of claim,
      after the notice and form are approved by the Court;

  (e) Maintain a post office box for the purpose of receiving
      claims;

  (f) For all notices, file with the Clerk's Office an affidavit
      or certificate of service, which includes a copy of the
      notice, a list of persons to whom it was mailed, and the
      date mailed, within seven days of service;

  (g) Docket all claims received by the Clerk's Office, maintain
      the official claims register for the Debtors on behalf of
      the Clerk's Office, and, upon the receipt of a request
      from the Clerk's Office, provide the Clerk's Office with a
      certified duplicate, unofficial Claims Register;

  (h) Specify, in the Claims Register, these information for
      each claim docketed:

         * the claim number assigned;
         * the date received;
         * the name and address of the claimant and agent, if
           applicable, who filed the claim; and
         * the classifications of the claim;

  (i) Record all transfers of claims and provide any notices of
      the transfers as required by Rule 3001(e) of the Federal
      Rules of Bankruptcy Procedure;

  (j) Relocate, by messenger or overnight courier, all of the
      court-filed proofs of claim to the offices of GCG, not
      less than weekly;

  (k) Upon completion of the docketing process for all claims
      received to date for each case, turn over to the Clerk's
      Office copies of the claims register for review by the
      Clerk's Office;

  (l) Make changes in the Claims Registers pursuant to Court
      Order;

  (m) Maintain the official mailing list for each Debtor of all
      entities that have filed a proof of claim, which will be
      available upon request by a party-in-interest or the
      Clerk's Office;

  (n) Assist with, among other things, solicitation and
      calculation of votes and distribution as required in
      furtherance of confirmation of a Chapter 11 plan of
      reorganization;

  (o) Arrange to have submitted to the Court, 30 days prior to
      the close of these cases, a proposed Order dismissing the
      claims and noticing agent and terminating the services of
      the agent upon completion of its duties and
      responsibilities and upon the closing of the Chapter 11
      cases;

  (p) File with the Court the final version of the claims
      register immediately before the close of the Chapter 11
      cases; and

  (q) At the close of the case, box and transport all original
      documents, in proper format, as provided by the Clerk's
      Office, to the Federal Archives Record Administration,
      located at Central Plains Region, 200 Space Center Drive,
      Lee's Summit, MO 64064.

As full compensation for the services to be provided by Garden
City, the Debtors will pay the firm's fees according to a pricing
schedule.  A copy of the Pricing Schedule is available for free
at http://bankrupt.com/misc/TSN_GCGPriceSked.pdf

In addition, the Debtors will pay Garden City a $50,000 retainer,
to be applied first against the prepetition fees and expenses
incurred by the Debtors in connection with the Services and then
against the final bill for the postpetition fees and expenses
incurred by the Debtors in connection with the Services.

Mr. Epstein notes that Garden City has received $169,100 in
advances; has applied $119,100 to its prepetition fees and
expenses; and will apply the balance first against any additional
prepetition fees and expenses and then against the last bill for
fees and expenses that it will incur in the Chapter 11 cases.

Angela Ferrante, a senior director of Garden City, declared that
her firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code.

                     About TerreStar Networks

Reston, Va.-based TerreStar Corporation (NASDAQ: TSTR)
-- http://www.terrestar.com/-- is in the mobile communications
business through its ownership of TerreStar Networks, its
principal operating subsidiary, and TerreStar Global.

TerreStar Networks, in cooperation with its Canadian partners,
TerreStar Canada and TerreStar Solutions, majority-owned
subsidiaries of Trio 1 and 2 General Partnerships, plans to launch
an innovative wireless communications system to provide mobile
coverage throughout the United States and Canada using integrated
satellite-terrestrial smartphones and other devices.  This system
build out will be based on an integrated satellite and ground-
based technology intended to provide communication service in most
hard-to-reach areas and will provide a nationwide interoperable,
survivable and critical communications infrastructure.  The
Company intends to provide multiple communications applications,
including voice, data and video services.

As of June 30, 2010, the Company had four wholly owned
subsidiaries, MVH Holdings Inc., Motient Holdings Inc., TerreStar
Holdings Inc., and TerreStar New York Inc.  Motient Ventures
Holding Inc., a wholly owned subsidiary of MVH Holdings Inc.,
directly holds approximately 89.3% and 86.5% interest in TerreStar
Networks and TerreStar Global, respectively.

TerreStar Networks Inc. and Its affiliates filed voluntary
petitions for relief under Chapter 11 of the United States
Bankruptcy Code in Manhattan (Bankr. S.D.N.Y. Lead Case No.
10-15446).

The Debtors' parent, TerreStar Corporation (NASDAQ: TSTR), is not
among the Chapter 11 filers.

The Garden City Group, Inc. will act as claims and noticing agent
in the chapter 11 cases.  Michel Wunder, Esq., Ryan Jacobs, Esq.,
and Jarvis Hetu, Esq. at Fraser Milner Casgrain LLP and  Ira
Dizengoff, Esq. , Arik Preis, Esq., and Ashleigh Blaylock, Esq.,
at Akin Gump Strauss Hauer & Feld LLP ,  serve as bankruptcy
counsel to the Debtors.  Blackstone Advisory Partners LP is the
financial advisor.

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


TOUSA INC: Expanding Mediation Amid Outstanding Appeal
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the bankruptcy judge overseeing the liquidation of
Tousa Inc. directed warring factions to expand the scope of the
mediation that began Oct. 12.

Mr. Rochelle relates that originally, Tousa and the Official
Committee of Unsecured Creditors were in mediation with lenders
who were on the losing end of a decision in October 2009 that
secured loans were infected by fraudulent transfers.  This week,
the bankruptcy judge directed that the mediation be expanded in
scope to include officers and directors who also are being sued.
Early this month, the bankruptcy judge denied a motion by the
officers and directors to dismiss the suit.

According to Mr. Rochelle, although the mediation is under way,
two U.S. district judges held arguments last week on appeals taken
by the lenders from the fraudulent transfer judgment.

The bankruptcy judge appointed New York bankruptcy lawyer
Peter L. Borowitz to serve as mediator.  The mediation will
continue until Mr. Borowitz declares an impasse.  The objective of
the mediation is to craft a settlement of the fraudulent transfer
suits and thereby enable confirmation of a consensual Chapter 11
plan.

The bankruptcy judge, John K. Olson in Fort Lauderdale, Florida,
ruled last year that the bailout and refinancing in mid-2007 of a
joint venture in Transeastern Properties Inc. included fraudulent
transfers.

                         About Tousa Inc.

Headquartered in Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various metropolitan markets in
10 states located in four major geographic regions: Florida, the
Mid-Atlantic, Texas, and the West.

The Debtor and its debtor-affiliates filed for separate
Chapter 11 protection on January 29, 2008 (Bankr. S.D. Fla. Case
No. 08-10928).  The Debtors have selected M. Natasha Labovitz,
Esq., Brian S. Lennon, Esq., Richard M. Cieri, Esq., and Paul M.
Basta, Esq., at Kirkland & Ellis LLP; and Paul Steven Singerman,
Esq., at Berger Singerman, to represent them in their
restructuring efforts.  Lazard Freres & Co. LLC is the Debtors'
investment banker.  Ernst & Young LLP is the Debtors' independent
auditor and tax services provider.  Kurtzman Carson Consultants
LLC acts as the Debtors' Notice, Claims & Balloting Agent.

TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba
Eagle Homes, filed for Chapter 11 Protection on July 30, 2008
(Bankr. S.D. Fla. Case No. 08-20746).  It estimated assets and
debts of $1 million to $10 million in its Chapter 11 petition.


TRIBUNE CO: Amends Chapter 11 Plan to Add LBO Settlements
---------------------------------------------------------
Tribune Company and its debtor affiliates delivered to the U.S.
Bankruptcy Court for the District of Delaware a joint plan of
reorganization and an accompanying disclosure statement on
October 22, 2010.

The Plan incorporates the terms of two previously announced
settlement agreements reached by the Official Committee of
Unsecured Creditors Committee, Oaktree Capital Management, L.P.,
Angelo, Gordon & Co, L.P., and JPMorgan Chase Bank, and endorsed
by Judge Kevin Gross, the mediator in the Debtors' Chapter 11
cases.  The settlements resolve disputes related to the 2007
leveraged buy-out of Tribune.

Under the Settlement, creditors of the Debtors, other than the
Senior Lenders and Bridge Lenders, will receive cash recoveries
totaling approximately $598 million, plus a share of recoveries
obtained by the Creditors' Trust and Litigation Trust from
prosecution of the Preserved Causes of Action.  Of the
$598 million in total cash recoveries, $521 million is being
provided as Settlement consideration by the current Senior
Lenders, the Step Two Arrangers and certain current or former
Senior Lenders, and Bridge Lenders that received principal,
interest or fees in respect of the Bridge Loan Agreement or
Incremental Senior Loans prior to the Petition Date and will be
distributed under the Settlement Plan to the Holders of Senior
Noteholder Claims, Other Parent Claims, Convenience Claims, and
General Unsecured Claims against the Filed Subsidiary Debtors.  In
return, the Estate would release all LBO-Related Causes of Action
other than certain specific Preserved Causes of Action against
those parties in certain capacities.  All Preserved Causes of
Action would be transferred primarily to either the Creditors'
Trust or the Litigation Trust for pursuit after the Effective Date
of the Settlement Plan for the benefit of Tribune's creditors.

The Plan, according to Tribune, keeps the company intact, sharply
reduce its debt, and turn ownership over to holders of the
company's Initial and Incremental Term Loans.

"We are pleased to be able to put before the court and our
creditors the previously announced settlement of LBO claims in a
plan that maximizes the value of the bankruptcy estates, preserves
all stakeholders' legitimate entitlements and enables the company
to conclude its bankruptcy proceedings as soon as possible," said
Don Liebentritt, Tribune's Chief Restructuring Officer.

"In addition, we believe this plan has broad support within the
senior lender class, including from an ad hoc group of lenders
called the Credit Agreement Lenders, which collectively represents
approximately $5 billion of Initial and Incremental term Loans --
Oaktree, and Angelo, Gordon, are part of this ad hoc group."

Documents filed with the Plan contain highlights of Tribune's
recent and projected financial performance.  The company expects
operating cash flow for full year 2010 to be $617 million,
approximately $123 million higher than 2009.

Under the Plan, Tribune expects to continue its recently
implemented employee retirement plan, featuring a 401(k) plan with
company matching contributions and an annual discretionary profit-
sharing contribution based on the achievement of certain financial
goals.  The company's employee stock ownership plan (ESOP) would
terminate and the shares held by the ESOP and in employee accounts
would be extinguished.

             Summary of Allowed Claims and Interests

  Claims &                 Estimated
Description              Allowed Claims           Treatment
-----------              --------------           ---------
Priority Non-tax
Claims (Class 1A)        $0 to $1 million         Unimpaired

Other Secured Claims
(Class 1B)               Undetermined             Unimpaired

Senior Loan Claims
(Class 1C)               $8.571 billion           Impaired

Bridge Loan Claims       $0, as of the
(Class 1D)               Effective Date           Impaired

Senior Noteholder
Claims (Class 1E)        $1.283 billion           Impaired

Other Parent Claims
(Class 1F)               $260-$350 million        Impaired

Convenience Claims
(Class 1G)               $0 to $1 million         Unimpaired

EGI-TRB LLC Notes        $0, as of the
Claims (Class 1I)        Effective Date           Impaired

PHONES Notes Claims
(Class 1J)               $760,880,790             Impaired

Intercompany Claims
(Class 1K)               N/A                      Impaired

Securities Litigation
Claims (Class 1L)        Undetermined             Impaired

Tribune Interests
(Class 1M)               N/A                      Impaired

Priority Non-Tax
Claims (Class 2A-111A)   $0 to $1 million         Unimpaired

Other Secured Claims
(Class 2B-111B)          Undetermined             Unimpaired

Senior Guaranty
Claims (Classes 50C-
111C)                    $8.722 billion           Impaired

Bridge Loan Guaranty     $0, as of the
Claims(Class 50D-111D)   Effective Date           Impaired

General Unsecured
Claims(Classes 2E-       $85 million to $150
111E)                    million                  Impaired

Intercompany Claims
(Class 2K-111K)          N/A                      Impaired

Securities Litigation
Claims(Classes 2L-
111L)                    Undetermined             Impaired

Interests in the
Filed Subsidiary
Debtors (Classes 2M-
111M)                    N/A                      Unimpaired

According to Tribune, if the Settlement Plan is not confirmed, the
alternatives include (i) continuation of the Chapter 11 cases,
(ii) approval of a competing plan, or (iii) liquidation of the
Debtors under Chapter 7 or Chapter 11 of the Bankruptcy Code.

A full-text copy of the Settlement Plan is available for free
at http://bankrupt.com/misc/Tribune_PlanOct22.pdf

A full-text copy of the Specific Disclosure Statement relating to
the Joint Plan of Reorganization filed by the Debtors, the
Committee, Oaktree, Angelo Gordon and JPMorgan is available for
free at http://bankrupt.com/misc/Tribune_SpecificDS.pdf

A full-text copy of the Joint Disclosure Statement for any
competing plan is available for free at:

          http://bankrupt.com/misc/Tribune_DSoct22.pdf

                   Plan Confirmation Schedule

A status conference was held on October 13, 2010, before the Court
concerning, among other things, certain deadlines in connection
with considering the adequacy of certain disclosure documents that
may be proposed in connection with any plans of reorganization.

The Mediation Parties negotiated the terms and agreed on a revised
proposed order providing that:

  (a) The Debtors will (i) on or prior to October 18, 2010,
      circulate to the Mediation Parties information regarding
      their revised valuation analysis evidencing the amount of
      value available for distribution to holders of allowed
      claims that will be set forth in the General Disclosure
      Document and (ii) on or prior to October 22, 2010, file
      with the Court their (x) plan of reorganization, (y) a
      Specific Disclosure Document describing their Plan and
      (z) the General Disclosure Document;

  (b) Any party-in-interest that wished to file a Plan will file
      a competing plan and a Specific Disclosure Document on or
      prior to October 29, 2010;

  (c) On or prior to November 9, 2010, parties-in-interest may
      file a statement limited to 5 pages per Competing Plan
      that they propose to include in the Master Disclosure
      Statement, which Responsive Statement will be limited to a
      discussion of Competing Plans or Specific Disclosure
      Documents previously filed by the various parties;

  (d) On or prior to November 16, 2010, parties-in-interest will
      file objections to the General Disclosure Document, the
      Specific Disclosure Documents, or the Responsive
      Statements; and

  (e) A hearing will be held on November 29, 2010, to consider
      approval of the General Disclosure Document, any Specific
      Disclosure Documents, and any Responsive Statements to be
      incorporated into the Master Disclosure Document.

Judge Kevin Carey of the U.S. Bankruptcy Court for the District of
Delaware signed the Revised Proposed Order submitted by the
Debtors.

               Missouri Revenue Dept. Has Objection

The Missouri Department of Revenue asserts that the terms of the
Debtors' Plan of Reorganization lack specificity regarding payment
of the Priority Tax Claims and would be extremely difficult to
enforce in the event of a default in plan payments.

The Debtors' Plan states that installment payment will commence
after the Priority Tax Claims becomes and Allowed Claim, the
Department points out.

The Department has filed Priority Tax Claims totaling $4,175 for
the 2006 and 2007 corporate income tax liability.

The Department requests that the Debtors incorporate this language
in the Plan or Confirmation Order should the Court confirm the
Plan:

    "In the event that the Missouri Department of Revenue's
     Allowed Administrative Expenses, Allowed Priority Tax
     Claims, and Allowed General Unsecured Claims are not paid
     in accordance with the terms of the Plan of Reorganization
     or Confirmation Order, Debtor will be in default.  The
     Department will provide Debtor with written notice of the
     default by mail.  If default is not made good within
     fifteen (15) days after notification, the entire principal
     and accrued interest shall at once become due and
     payable without further notice.  The Department may
     thereafter proceed with either or all of the following
     remedies: (a) enforce the entire amount of its claim under
     Missouri law; (b) exercise any and all its rights and
     remedies under Missouri law; (c) seek such relief as may be
     appropriate in this Court."

                          About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austion LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North Americal LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of December 8, 2008, the Debtors have $7,604,195,000 in total
assets and $12,972,541,148 in total debts.

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


TRIBUNE CO: Parties Object to Panel's 2nd Plea to Pursue Claims
---------------------------------------------------------------
Wilmington Trust, Successor Indenture Trustee for the
Exchangeable Subordinated Debentures due 2029 in the aggregate
amount of $1.2 billion, and Merrill Lynch Capital Corporation and
Merrill Lynch, Pierce, Fenner & Smith Incorporated object to the
reinstated motion of the Official Committee of Unsecured Creditors
to prosecute claims on the Debtors' behalf.

(a) Wilmington Trust

Wilmington Trust complains that the Standing Motion raises these
questions that need to be addressed:

  -- Whether the relief requested is too narrowly drawn.  Causes
     of Actions related to the Leveraged ESOP Transactions are
     critically important, but there are other potentially
     valuable estate causes of action that also should be
     preserved.  Wilmington Trust contends that there should be
     a full report from the Debtors and the Creditors' Committee
     as to what investigations have been undertaken regarding
     estate causes of action not otherwise covered by the
     Examiner's Report, and a complete allocation of
     responsibility to commence all viable claims not otherwise
     tolled.

  -- Whether the Committee is appropriately positioned to
     control the prosecution of those estate causes of action.
     According to Wilmington Trust, the Committee should not be
     given the green light to zealously prosecute claims it
     wants to settle before the complaints are even filed.

Accordingly, Wilmington Trust asks the Court to grant the Standing
Motion, but only if the issues it raised are sufficiently
resolved.

(b) Merrill Entities

Merrill Lynch does not object to the Court granting the Committee
standing to pursue colorable, appropriate claims on behalf of the
Debtors' estates.  However, Merrill Lynch objects to the Standing
Motion on the grounds that certain claims and allegations in the
Complaint are defective.

Laurie Selber Silverstein, Esq., at Potter Anderson & Corroon LLP,
in Wilmington, Delaware, asserts that the Complaint is defective
because it seeks to sue MLCC as "Administrative Agent" to avoid
all obligations owed by the Debtors under a $1.6 billion Senior
Unsecured Interim Loan Agreement.  Ms. Silverstein points out that
MLCC has not been the administrative agent under the Bridge
Facility since April 26, 2010, when Wells Fargo Bank, N.A.,
assumed that position.

Ms. Silverstein adds that the Complaint is also defective because
the Committee seeks to recover all fees and interest payments
related to the Bridge Facility from MLCC solely because MLCC was
the administrative agent under the Bridge Facility.  Even if there
was a basis to avoid those fees and interest payments, those
transfers cannot be recovered from MLCC because, as former
administrative agent to the Bridge Facility, MLCC was only a mere
conduit -- not the initial transferee -- of those payments, she
avers.

Merrill Lynch also objects to the request of Aurelius Capital
Management, LP, that the Committee be allowed to assert additional
causes of action and name additional defendants without any
further notice or Court order.  According to Merrill Lynch,
Aurelius's request is a blatant attempt to circumvent the
requirement that the Committee be granted standing to pursue
colorable claims.

                       Committee Responds

The Committee relates that much has happened since it filed its
Standing Motion.  The Committee, the Debtors, Oaktree Capital
Management, L.P., and Angelo, Gordon & Co., L.P., and JPMorgan
Chase Bank, N.A., have reached agreement on the settlement of LBO-
Related Claims and the Debtors have submitted a Plan of
Reorganization reflecting the terms of those settlements.

However, the Committee maintains that the agreement only confirms
the need to grant its Standing Motion for these reasons:

  (a) Whatever form a plan of reorganization takes valuable
      claims arising from the LBO Transaction must and will be
      litigated for the benefit of the Debtors' estates and
      their unsecured creditors.

  (b) The Debtors cannot and should not be the party that
      litigates or settles these valuable LBO Claims.

According to the Committee, it makes no sense to leave the
hopelessly conflicted Debtors, who recognize that they should not,
and do not intend to, pursue the LBO Claims, with the authority to
settle those claims.  The Committee says it has been conducting an
extensive investigation into the LBO for well over a year, is
conflict-free, and is ready to prosecute the LBO Claims.

The Committee asserts that the Court should reject any suggestion
lodged by Wells Fargo and Wilmington Trust that the Court
considers whether to authorize, now or in the future, a party
other than the Committee to bring the LBO Claims.  The Committee
contends that it would be an enormous and unnecessary waste of
resources for a new party to begin to investigate, review and
analyze the LBO Claims at this point in the Debtors' cases.

                 Committee Files Proposed Order

The Court held a hearing on October 22, 2010, to consider the
Committee's Standing Motion.  At the conclusion of the hearing,
the Court instructed the Committee to submit a form of order
granting the Standing Motion consistent with the Court's ruling on
the record at the hearing.  Additionally, the Court scheduled a
teleconference for October 26, 2010 to, among other things,
address any outstanding issues with regard to the Proposed Order.

The Court a proposed order deleted, among other things, a
provision which provides that the Committee may amend or modify
the draft complaints attached to the Standing Motion to add other
claims relating to the leveraged buyout of Tribune in 2007 that
are based on a common nucleus of operative facts with any of the
claims asserted in the draft complaints attached to the Standing
Motion.

                          About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austion LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North Americal LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of December 8, 2008, the Debtors have $7,604,195,000 in total
assets and $12,972,541,148 in total debts.

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


TRIBUNE CO: Wants Feb. 28 Extension of Time to Remove Actions
-------------------------------------------------------------
Tribune Company and its affiliates ask Judge Kevin G. Carey of the
U.S. Bankruptcy Court for the District of Delaware to further
extend their deadline to file notices of removal of claims and
causes of action through February 28, 2011.

James F. Conlan, Esq., at Sidley Austin LLP, in Chicago, Illinois,
relates that given the pending expiration of the Debtors' removal
periods on October 29, 2010, they request that the time during
which they may remove actions is automatically extended from
October 29 to until the extension motion will be heard by the
Court pursuant to Rule 9006-2 of the Local Rules of Bankruptcy
Practice and Procedure of the U.S. Bankruptcy Court for the
District of Delaware.

Mr. Conlan maintains that since the Petition Date, the Debtors
have devoted substantially all their resources to stabilizing and
operating their business, addressing critical case management
issues, evaluating and resolving the prepetition claims, and
formulating a plan of reorganization.  He avers that given the
size of the Debtors' business enterprise and the unusually large
number of Debtors involved, transitioning their businesses into
smooth operations in Chapter 11 and meeting the ongoing
requirements of the Chapter 11 process, together with the
substantial effort required to manage their business enterprise
and pursue a joint plan of reorganization, and address the
numerous and varied task attendant to that process, have been
formidable undertakings.

Mr. Conlan relates that the Debtors have, however, made
substantial progress in addressing the prepetition claims asserted
against their estates, particularly with regard to prepetition
litigation claims.  Since the Petition Date, the Debtors have
filed 36 omnibus objections to claims, as well as several discrete
objections to prepetition litigation claims.  According to Mr.
Conlan, those actions have collectively resulted in the
disallowance of more than one thousand proofs of claim against the
Debtors' estates.  Several other prepetition litigation claims
have been the subject of various orders or stipulations concerning
relief from automatic stay, and those claims have been addressed
accordingly, he adds.

Mr. Conlan further tells the Court that the Debtors have continued
to review their litigation-related proofs of claim and to discuss
potential resolutions of the claims reflected therein, or to
pursue objections thereto, as the Debtors determine is warranted.

"As a result of these tasks and their attendant demands of the
Debtors' personnel and professionals, the Debtors require
additional time to review their outstanding litigation matters and
evaluate whether those matters should properly be removed pursuant
to Bankruptcy Rule 9027," Mr. Conlan asserts.

"In the absence of such relief, the Debtors would lose a
potentially key element of their overall ability to manage
litigation during these chapter 11 cases even before that
litigation would reasonably have been evaluated, to the detriment
of the Debtors, their estates, and their creditors," Mr. Conlan
adds.

Judge Carey will convene a hearing on November 23, 2010, at
10:00 a.m. to consider approval of the extension request.
Objections are due November 16.

                          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)


TRILOGY DEVELOPMENT: Court Validates JE Dunn's $12.4 Mil. Lien
--------------------------------------------------------------
Under Missouri law, WestLaw reports, as predicted by a Missouri
bankruptcy court, strict compliance with the mechanics' lien
statute [V.A.M.S. Sec. 429.012, subd. 1] is not required but,
instead, substantial compliance satisfies the notice requirements.
While there is much language in the Missouri cases regarding
strict compliance with the mechanics' lien statutes, there are
also numerous expressions to the effect that the mechanics' lien
laws are remedial in nature and should be liberally construed for
the benefit of lien claimants, the court observed.  In fact, the
court found, the concept of substantial compliance has a long
pedigree in the Missouri cases dating back as least as far as
1870.  Accordingly, in the case at bar, the court was unable to
find as a matter of law that a contractor did not have a valid
mechanics' lien against property of the bankruptcy estate and that
the contractor's claim against the estate was unsecured.  In re
Trilogy Development Co., --- B.R. ----, 2010 WL 3938336 (Bankr.
W.D. Mo.) (Dow, J.).

A copy of the Honorable Dennis R. Dow's Memorandum Opinion dated
Oct. 5, 2010, is available at http://is.gd/gmbGgfrom Leagle.com.

Kansas City, Mo.-based Trilogy Development Company, LLC, was
founded by advertising magnate Bob Bernstein to build a mixed-use
development at 48th St. and Belleview Ave.  The Company sought
Chapter 11 protection (Bankr. W.D. Mo. Case No. 09-42219) on
May 15, 2009.  Jonathan A. Margolies, Esq., and R. Pete Smith,
Esq., at McDowell, Rice, Smith & Buchanan represent the Debtor.
In its petition, the Debtor estimated its assets and at
$100 million to $500 million.


TROPICANA ENTERTAINMENT: Adamar Claims Canbergs Violated Stay
-------------------------------------------------------------
Adamar of NJ In Liquidation, LLC, fka Adamar of New Jersey, Inc.;
and Manchester Mall, Inc., ask Judge Judith Wizmur of the U.S.
Bankruptcy Court for the District of New Jersey to declare the
actions of Nicholas Caliendo, Esq., Michael Canberg, and Patricia
Canberg to be willful violations of the automatic stay provisions
of Section 362 of the Bankruptcy Code.

The Canbergs filed a complaint against Adamar in the Superior
Court of New Jersey, Law Division, Ocean County, styled as
"Michael Canberg and Patricia Canberg v. Adamar of New Jersey,
Inc., d/b/a Tropicana Casino & Resort-Atlantic City and John Doe
(1-5) (fictitious person(s) and/or entity(ies)," Docket No. OCN-
L-428.10, wherein they asserted causes of action for negligence
and loss of consortium.  Nicholas A. Caliendo, Esq., of Manning,
Caliendo & Thomson, P.A., represents the Canbergs under the
Superior Court Action.  The NJ Debtors were formally served with
the Canberg Action on March 4, 2010.

Moreover, Mr. Canberg filed Claim No. 810 in an unliquidated
amount approximately 14 months after the Bar Date, Ilana Volkov,
Esq., at Cole, Schotz, Meisel, Forman & Leonard, P.A., in
Hackensack, New Jersey, notes.

The NJ Debtors recount that they closed on the sale of
substantially all of their assets to Tropicana Entertainment
Inc., Tropicana Atlantic City Corp. and Tropicana AC Sub Corp.
pursuant to the Amended and Restated Purchase Agreement, on
March 8, 2010.  By March 14, 2010, Tama Hughes, Esq., in-house
counsel to Tropicana AC, sent Nicholas Caliendo, Esq., counsel to
the Canbergs, a letter stating that the Canberg Action violates
the automatic stay and requested the withdrawal of the Action.
The Canbergs refused to do so.

Subsequently, on March 19, 2010, bankruptcy counsel to the NJ
Debtors received correspondence from Mr. Caliendo's office
requesting for the names of the manufacturer, welder or
fabricator of the alleged defective stool from which Mr. Canberg
allegedly sustained injuries.  Tropicana AC then received a
subpoena in relation to the Canberg Action on July 30, 2010.
Similar to the March 19 Letter, the Subpoena requested the
identities of the stool manufacturer in question.  Tropicana AC
forwarded the Subpoena to the NJ Debtors' bankruptcy counsel for
review and response.

In response to the Subpoena, the NJ Debtors' bankruptcy counsel
called Daniel Eastmond, Esq., an attorney in Mr. Caliendo's
office, on August 2, 2010, to notify the office that any actions
to continue the Canberg Action were in violation of the automatic
stay and that absent cessation of those actions, the NJ Debtors
would seek to recover actual damages and, potentially, punitive
damages under Section 362(k).  Again, Mr. Caliendo refused to
discontinue pursuit of the Canberg Action.

To avoid burdening the Bankruptcy Court with, and incurring costs
associated with, a violation of the automatic stay motion, as
courtesy to the NJ Debtors, Tropicana AC reviewed its files to
determine whether it possessed the names of the stool
manufacturer, welder or fabricator.  Among other things, Mr.
Caliendo's office was advised that there were no records of a
welder or installer of the slot machine stool in question.

In an effort to appease Mr. Caliendo's office, the NJ Debtors
sought Tropicana AC's permission to allow representatives from
Mr. Caliendo's office to come on-site and inspect the stool in
question with the caveat that Adamar was no longer involved in
the Canberg Action in the event the stool manufacturer, welder or
fabricator were discovered, Ms. Volkov reveals.  The condition
was premised on the fact that the automatic stay was still in
place and the Canbergs' only remedy with respect to the
Prepetition Incident was to file a timely proof of claim.

The Superior Court dismissed the Canberg Action without prejudice
on Sept. 24, 2010, "pending receipt of relief from the Bankruptcy
Act automatic stay provisions."  However, by Sept. 30, 2010,
Tropicana AC was served with a Motion to Reinstate the Complaint
and a Motion for leave to file a First Amended Complaint naming
additional defendants Gasser Chair Company and Top Line Seating,
Inc.

Counsel to the NJ Debtors, Ms. Volkov asserts that the First
Amended Complaint was improperly served upon Trop AC.  The
Amended Complaint also continues to name Adamar as a defendant,
she notes.  The Reinstatement Motion, she adds, was filed without
first receiving relief from the automatic stay in direct
contradiction to the Sept. 24 Canberg Action Dismissal Order.

On October 12, 2010, the NJ Debtors' counsel again advised Mr.
Eastmond that the Canbergs were violating the automatic stay and
that the request for reinstatement and the First Amended
Complaint were in contradiction to the parties' understanding
that Adamar would no longer be involved in the Canberg Action.
Mr. Eastmond responded that the Canbergs and his office "wanted
to move forward and not incur the additional expense of further
amending the Reinstatement Motion," Ms. Volkov says.

To this end, Mr. Eastmond was informed that the NJ Debtors would
be forced to seek appropriate relief for violation of the
automatic stay in the Bankruptcy Court, according to Ms. Volkov.
In a letter dated October 12, 2010, Mr. Eastmond stated and
recognized, in pertinent part, that "they are aware of the
automatic stay stemming from the [NJ] Debtors' bankruptcy cases."
Nonetheless, Mr. Caliendo's letter stated that his office
intended to move forward on the return date of the Reinstatement
Motion, Ms. Volkov relates.

The NJ Debtors' opposition to the Reinstatement Motion was due on
October 20, 2010.  The NJ Debtors' bankruptcy counsel's request
for an adjournment of the October 29, 2010 return date of the
Reinstatement Motion was denied.

The Canbergs should be ordered to withdraw the Reinstatement
Motion and should be precluded from reinstatement or re-filing of
the Canberg Action, Ms. Volkov argues.

Against this backdrop, the NJ Debtors also ask Judge Wizmur:

  (i) to award them all reasonable costs and expenses incurred
      in connection with the Canberg Action, the Reinstatement
      Motion, and the motion pursuant to Section 362(k) of the
      Bankruptcy Code; and

(ii) to expunge the Canberg Claim pursuant to Sections 502(b)
      and 503 of the Bankruptcy Code and Rule 3007 of the
      Federal Rules of Bankruptcy Procedure as late filed.

Judge Wizmur is set to consider the NJ Debtors' request on
October 26, 2010.

                   No Stay Violation Occurred,
                         Canbergs Assert

The Canbergs do not dispute the Chapter 11 bankruptcy status of
the NJ Debtors or the automatic stay that is in place, according
to Nicholas A. Caliendo, Esq., at Manning, Caliendo & Thomson,
P.A., in Freehold, New Jersey.  Rather, the Canbergs simply
contend that no violation of the automatic stay has occurred, he
emphasizes.

Mr. Caliendo clarifies that the March 14 Letter from Tama Hughes,
Esq., in-house counsel to Tropicana AC, "does not contain any
request to withdraw the Superior Court action;" but rather, it
requests the Canbergs to "cease prosecution" of the NJ Debtors.

To this end, Mr. Caliendo makes clear, the Canbergs never took a
single action towards prosecution of the NJ Debtors since the
receipt of the March 14 Letter.

Mr. Caliendo relates that NJ Debtors counsel Ryan T. Jareck,
Esq., advised Daniel J. Eastmond, Esq., an associate attorney in
the Caliendo firm, that Tropicana AC does not supply the type of
information sought in the March 19, 2010 Correspondence without a
subpoena.  Mr. Jareck further advised that Ms. Hughes was
concerned that Mr. Caliendo was attempting to prosecute the NJ
Debtors, despite their Chapter 11 bankruptcy status.  Mr.
Eastmond assured Mr. Jareck that Mr. Caliendo was fully aware of
the automatic stay and that he had no intention of pursuing
Adamar.

Mr. Jareck himself suggested sending a subpoena in order to
obtain the requested information, and the Canbergs took Mr.
Jareck's advice and subsequently sent a subpoena to that effect,
Mr. Caliendo tells Judge Wizmur.

Mr. Eastmond further relayed that he spoke with Mr. Jareck on
August 23, 2010, and was advised that there would be no objection
to the filing of a late claim, but that Mr. Jareck believed the
filing would be worthless in light of the fact that the Canbergs
were unsecured creditors.

"The simple and most important fact of this matter is that since
the March 14, 2010 Letter from Ms. Hughes, when the Canbergs
first learned of the NJ Debtors' bankruptcy status and the
automatic stay, the Canbergs have done nothing that would
constitute a violation of the automatic stay," Mr. Caliendo
emphasizes.

"The events of the past few months of contact between the
Canbergs and Mr. Jareck were clearly nothing more than requests
for information intended to aid in the discovery of the
identities of the other parties for Mr. Canberg's injuries," Mr.
Caliendo asserts.

In this light, Mr. Caliendo maintains, the NJ Debtors have failed
to explain how the Canbergs' request for information - whether it
be via regular mail correspondence, telephone call, subpoena, or
any other means - can possibly be interpreted as prosecution of
the NJ Debtors.

Requests for information are not violative of the automatic stay,
Mr. Caliendo asserts.  "The NJ Debtors have failed to produce any
evidence to the contrary," he points out.

The Canbergs thus ask Judge Wizmur to deny the NJ Debtors'
request to declare them in violation of the automatic stay.

                   About Tropicana Entertainment

Tropicana Entertainment LLC and its units owned eleven casino
properties in eight distinct gaming markets with premier
properties in Las Vegas, Nevada, and Atlantic City, New Jersey.

Tropicana Entertainment LLC and certain affiliates filed for
Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No. 08-
10856).  Kirkland & Ellis LLP and Mark D. Collins, Esq., at
Richards Layton & Finger, represent the Debtors in their
restructuring efforts.  Their financial advisor is Lazard Ltd.
Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.  Stroock & Stroock & Lavan LLP and Morris
Nichols Arsht & Tunnell LLP represent the Official Committee of
Unsecured Creditors in this case.  Capstone Advisory Group LLC is
financial advisor to the Creditors' Committee.

The OpCo Debtors, a group of Tropicana entities owning casinos and
resorts in Atlantic City, New Jersey and Evansville, Indiana
obtained confirmation from the Bankruptcy Court of a
reorganization plan.  On April 29, 2009, non-debtor units of the
OpCo Debtors, designated as the New Jersey Debtors -- Adamar of
New Jersey, Inc., and its affiliate, Manchester Mall, Inc. --
filed for Chapter 11 (Bankr. D. N.J. Lead Case No. 09- 20711) to
effectuate a sale of the Atlantic City Resort and Casino to a
group of Investors-led by Carl Icahn.   Judge Judith H. Wizmur
presides over the cases.  Manchester Mall is a wholly owned
subsidiary of Adamar that owns and operates certain real property
utilized in the New Jersey Debtors' business operations.
Effective March 8, Tropicana Entertainment successfully emerged
from the Chapter 11 reorganization process as an Carl Icahn-owned
entity.

A group of Tropicana entities, known as the LandCo Debtors, which
own Tropicana casino property in Las Vegas, have obtained approval
of a separate Chapter 11 plan.

Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, in Hackensack, New Jersey, represented
the New Jersey Debtors.  Kurtzman Carson Consultants LLC acts as
their claims and notice agent.  Adamar disclosed $500 million to
$1 billion both in total assets and debts in its petition.
Manchester Mall disclosed $1 million to $10 million in total
assets, and less than $50,000 in total debts in its petition.

Debtors Adamar of New Jersey Inc. and Manchester Mall Inc. have
merged into Adamar of NJ In Liquidation, LLC.  The merger and name
change is in accordance with an Amended and Restated Purchase
Agreement, which governs the sale and transfer of the operations
of the Tropicana Casino and Resort - Atlantic City, including
substantially all of the New Jersey Debtors' assets, to Tropicana
Entertainment Inc., Tropicana Atlantic City Corp., and Tropicana
AC Sub Corp., free and clear of any and all liens, claims and
encumbrances.

Bankruptcy Creditors' Service, Inc., publishes Tropicana
Bankruptcy News.  The newsletter tracks the chapter 11
restructuring proceedings commenced by Tropicana Entertainment LLC
and its affiliates.  (http://bankrupt.com/newsstand/or
215/945-7000).


TROPICANA ENTERTAINMENT: Castillejas Claim No Knowledge of Plan
---------------------------------------------------------------
The Reorganized OpCo Debtors, a group of Tropicana entities owning
casinos and resorts in Atlantic City, New Jersey, and Evansville,
Indiana, are asking the U.S. Bankruptcy Court for the District of
Delaware to determine that any potential wrongful death and
personal injury claims asserted against Reorganized OpCo Debtor
Columbia Properties Laughlin, LLC, doing business as River Palms
Hotel & Casino, by Briana Castilleja and Shirley Gallego in
connection with the death of Larissa Castilleja were discharged
and enjoined under the First Amended OpCo Plan of Reorganization.

In response, claimants Brian Castilleja and Shirley Gallego,
on behalf of Larissa Castilleja, assert that they were
known creditors of the Reorganized OpCo Debtors and were
constitutionally entitled to actual notice of the confirmation
hearing, but no notice was ever received.

As previously reported, Msses. Castilleja and Gallego sought
potential wrongful death and personal injury claims against the
Reorganized OpCo Debtors in relation to the demise of Larissa
Castilleja, who was allegedly hit and killed on September 9, 2009
by a van driven by Gino Gagliardi, an independent contractor of
Columbia Properties Laughlin casino.

The Claimants were known creditors to the Reorganized OpCo
Debtors, specifically Reorganized OpCo Debtor Columbia Properties
Laughlin, LLC, dba River Palms Resort and Casino, as it had or
should have had knowledge of the Claimants on or after Sept. 9,
2009, the date of the accident involving one of its employees,
Daniel K. Hogan, Esq., at The Hogan Firm, in Wilmington,
Delaware, says.

Counsel to the Claimants, Mr. Hogan adds that, at the very
latest, the Reorganized OpCo Debtors should have known of the
Claimants' potential as creditors in these bankruptcy proceedings
when Mr. Gagliardi pled guilty on April 5, 2010, which is two
days before the Administrative Claim Bar Date.

Mr. Hogan further asserts that even if the Claimants are found to
be unknown creditors, the doctrine of excusable neglect prevents
their administrative expense claim from being discharged in these
bankruptcy proceedings and thereby allows the Claimants to
commence a wrongful death or personal injury action against the
Reorganized OpCo Debtors.

According to Mr. Hogan, the Claimants have, contemporaneously
with the filing of their objection, filed a motion for allowance
of late-filed administrative expense claim, which formally
asserts the administrative expense claim and justification for
the Claimants' failure to timely file the administrative expense
claim.

                   About Tropicana Entertainment

Tropicana Entertainment LLC and its units owned eleven casino
properties in eight distinct gaming markets with premier
properties in Las Vegas, Nevada, and Atlantic City, New Jersey.

Tropicana Entertainment LLC and certain affiliates filed for
Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No. 08-
10856).  Kirkland & Ellis LLP and Mark D. Collins, Esq., at
Richards Layton & Finger, represent the Debtors in their
restructuring efforts.  Their financial advisor is Lazard Ltd.
Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.  Stroock & Stroock & Lavan LLP and Morris
Nichols Arsht & Tunnell LLP represent the Official Committee of
Unsecured Creditors in this case.  Capstone Advisory Group LLC is
financial advisor to the Creditors' Committee.

The OpCo Debtors, a group of Tropicana entities owning casinos and
resorts in Atlantic City, New Jersey and Evansville, Indiana
obtained confirmation from the Bankruptcy Court of a
reorganization plan.  On April 29, 2009, non-debtor units of the
OpCo Debtors, designated as the New Jersey Debtors -- Adamar of
New Jersey, Inc., and its affiliate, Manchester Mall, Inc. --
filed for Chapter 11 (Bankr. D. N.J. Lead Case No. 09- 20711) to
effectuate a sale of the Atlantic City Resort and Casino to a
group of Investors-led by Carl Icahn.   Judge Judith H. Wizmur
presides over the cases.  Manchester Mall is a wholly owned
subsidiary of Adamar that owns and operates certain real property
utilized in the New Jersey Debtors' business operations.
Effective March 8, Tropicana Entertainment successfully emerged
from the Chapter 11 reorganization process as an Carl Icahn-owned
entity.

A group of Tropicana entities, known as the LandCo Debtors, which
own Tropicana casino property in Las Vegas, have obtained approval
of a separate Chapter 11 plan.

Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, in Hackensack, New Jersey, represented
the New Jersey Debtors.  Kurtzman Carson Consultants LLC acts as
their claims and notice agent.  Adamar disclosed $500 million to
$1 billion both in total assets and debts in its petition.
Manchester Mall disclosed $1 million to $10 million in total
assets, and less than $50,000 in total debts in its petition.

Debtors Adamar of New Jersey Inc. and Manchester Mall Inc. have
merged into Adamar of NJ In Liquidation, LLC.  The merger and name
change is in accordance with an Amended and Restated Purchase
Agreement, which governs the sale and transfer of the operations
of the Tropicana Casino and Resort - Atlantic City, including
substantially all of the New Jersey Debtors' assets, to Tropicana
Entertainment Inc., Tropicana Atlantic City Corp., and Tropicana
AC Sub Corp., free and clear of any and all liens, claims and
encumbrances.

Bankruptcy Creditors' Service, Inc., publishes Tropicana
Bankruptcy News.  The newsletter tracks the chapter 11
restructuring proceedings commenced by Tropicana Entertainment LLC
and its affiliates.  (http://bankrupt.com/newsstand/or
215/945-7000).


TROPICANA ENTERTAINMENT: Tropi LV Wants Sanctions Against Icahn
---------------------------------------------------------------
Pursuant to Rule 9011 of the Federal Rules of Bankruptcy
Procedure, Defendants Tropicana Las Vegas, Inc., and Reorganized
Debtor Hotel Ramada of Nevada, LLC, ask the U.S. Bankruptcy Court
for the District of Delaware to impose sanctions against the
Icahn Plaintiffs and their counsel SNR Denton US LLP, formerly
known as Sonnenschein Nath & Rosenthal LLP, and Proskauer Rose
LLP.

The Icahn Plaintiffs are Icahn Agency Services LLC, Icahn
Partners LP, Icahn Partners Master Fund LP, Icahn Partners Master
Fund II LP, Icahn Partners Master Fund III LP, Tropicana
Entertainment Inc., and New Tropicana Holdings, Inc.  The Icahn
Plaintiffs are successors-in-interest to the OpCo Debtors or
their creditors, who emerged from bankruptcy on March 8, 2010.

The Tropicana LV Defendants are successors-in-interest to the
LandCo Debtors, who emerged from bankruptcy on July 1, 2009.

Icahn Agency Services LLC, as the administrative and collateral
agent for the lenders under the December 29, 2009 OpCo Exit
Facility; Icahn Partners LP; Icahn Partners Master Fund LP; Icahn
Partners Master Fund II LP; Icahn Partners Master Fund III LP;
Tropicana Entertainment Inc.; and New Tropicana Holdings, Inc.
commenced an adversary complaint on August 10, 2010, in the U.S.
Bankruptcy Court for the District of Delaware against Tropicana
Las Vegas, Inc., and Hotel Ramada of Nevada, LLC, to:

  (a) enforce prior orders of the Bankruptcy Court; and

  (b) enjoin the Defendants' alleged wrongful efforts to assert
      in a Nevada state court action that they, and not
      Plaintiff New Tropicana Holdings, are the owners of the
      "TROPICANA" and "TROP" trademarks and service marks.

The Icahn Plaintiffs particularly take issue of the Defendants'
alleged right to use the Tropicana Trademark on a royalty free
basis in connection with their Las Vegas operations as they had
when the LandCo Debtors were wholly owned by the OpCo Debtors.

Bankruptcy Rule 9011 tracks the language of Rule 11 of the
Federal Rules of Civil Procedure, which "is intended to
discourage pleadings that are frivolous, legally unreasonable, or
without factual foundation, even though the paper was not filed
in subjective bad faith."  Bankruptcy Rule 9011 provides that,
once a violation is found, the court "shall impose" an
"appropriate sanction," which may include an order to pay "the
amount of the reasonable expenses incurred because of the filing
of the document, including a reasonable attorney's fee."

The Icahn Complaint is a wholly inappropriate attempt to avoid
adverse rulings in the Nevada Action and is patently
unmeritorious and frivolous, counsel to the Defendants, Garvan F.
McDaniel, Esq., at Bifferato Gentilotti LLC, in Wilmington,
Delaware, contends.  "Thus, sanctions are warranted."

Mr. McDaniel argues that:

  (a) The Complaint represents an egregious example of forum
      shopping and abusive pleading.  He notes that the Icahn
      Plaintiffs had lost multiple times in respect of the
      relief they seek -- first, in the Bankruptcy Court in
      their attempt to prevent the Tropicana LV Defendants from
      proceeding with the Nevada Action; then, in the Nevada
      District Court in their attempt to prevent remand to the
      Nevada court; and then, in the Nevada court on the merits
      and again on reconsideration.

      "The Complaint is nothing more than a transparent attempt
      to transfer the underlying claims to what the [Icahn]
      Plaintiffs hope is a friendlier forum," Mr. McDaniel
      tells Judge Carey.

  (b) The Complaint is intended to intimidate the Nevada court
      from concluding the Nevada Action.

      Mr. McDaniel notes that the Icahn Plaintiffs had filed a
      notice of the Complaint in the Nevada Action and wrongly
      asserted that the Nevada Action could not proceed because
      the Tropicana LV Defendants had violated the automatic
      stay.  He clarifies that there is no automatic stay in
      place because all the Debtors have confirmed and
      consummated their plans of reorganization and because the
      Bankruptcy Court had previously annulled the stay in its
      entirety to allow the Nevada Action to proceed.

Accordingly, the Tropicana LV Defendants specifically ask Judge
Carey to award them the amount of fees and costs incurred as a
result of the filing of the Complaint -- including all fees and
costs associated with the filing of their Dismissal/Abstention
Motion, the Sanction Motion and all related proceedings -- upon
the submission of a declaration setting forth the amounts.

James O. Johnston, Esq., a partner at Hennigan, Bennet & Dorman
LLP, counsel of the Tropicana LV Defendants, submitted a
declaration in support of the Sanction Motion.  In his
declaration, he noted that, as of September 30, 2010, the Icahn
Plaintiffs have not withdrawn the Complaint.

               Briefing on Sanction Motion Stayed

In a related development, the Icahn Plaintiffs and the Tropicana
LV Defendants entered into a Court-approved stipulation staying
the briefing on the Sanction Motion pending resolution of the
Defendants' Complaint Dismissal Motion.

          Icahn Plaintiffs Object to Motion to Dismiss

Contrary to the repeated misrepresentations in the Defendants'
Motion to Dismiss the Complaint, the Icahn Adversary Complaint is
neither a "collateral attack" on the recent provisional order
issued by the Nevada court nor an attempt to "forum shop" the
newly arisen and manufactured dispute over the ownership of the
trademarks, Justin R. Alberto, Esq., at Bayard, P.A., in
Wilmington, Delaware, argues.

Rather, Mr. Alberto says on behalf of the Icahn Plaintiffs, the
Adversary Complaint merely seeks to stop the Defendants' improper
attempt to achieve a sub rosa plan modification in the Nevada
court -- conduct that contravenes the Court's prior orders and
undermines the integrity of prior bankruptcy proceedings.

"The Defendants' Motion to Dismiss the Complaint is baseless,"
Mr. Alberto asserts.  Among other things, the Defendants ask the
Bankruptcy Court to adjudicate scores of disputed factual issues,
in contravention of the black-letter standard that the
allegations in the Complaint must be accepted as true on a motion
to dismiss, he relates.

The Defendants also make numerous misrepresentations of fact and
law concerning the liens described in the Cash Collateral Order
and the Confirmation Order, Mr. Alberto contends.  He
specifically points out that:

  (a) The Defendants "blatantly" rewrite the Orders to
      characterize the liens as contingent upon "whatever
      interests in property, if any, the OpCo Debtors had
      available to pledge as collateral for the loans," which is
      not what the Orders state.  Rather, the Orders expressly
      find that the liens are "valid, binding, perfected, [and]
      enforceable" on the Tropicana Trademarks.

  (b) The Defendants argue that the Cash Collateral Order should
      be nullified on the basis of allegations that the order
      lacked due process and sufficient evidence, and that there
      were conflicted management and legal counsel representing
      the Debtors.  Even if these factual arguments could be
      accepted on a motion to dismiss -- and they cannot --
      the Defendants' allegations are demonstrably false.

  (c) The Defendants pretend that the parties intentionally
      carved out the reservation of rights referenced in the
      Confirmation Order to preserve a supposed then-existing
      dispute between the parties concerning ownership.  In
      reality, there was never a dispute concerning ownership
      -- which the Defendants conceded was "plainly answered"
      Prepetition -- and the Reservation of Rights pertained
      solely to the alleged right to use the Tropicana
      Trademarks.

Moreover, the Defendants' arguments to excuse their violation of
the automatic stay are misleading and without merit, Mr. Alberto
emphasizes.  He points out that the Defendants do not, and
cannot, dispute that they sought ownership of the Tropicana
Trademarks before March 8, 2010, when the automatic stay expired.
The Defendants also have no explanation for disregarding their
own multiple representations to the Bankruptcy Court that they
were not seeking any property from Plaintiff Tropicana
Entertainment Inc.'s predecessors in the Nevada Action, Mr.
Alberto argues.

With respect to the Defendants' argument regarding the automatic
stay, Mr. Alberto asserts that, among other things, (i) the
Bankruptcy Court's order annulled the stay solely "with respect
to the Trademark Action" and "related proceedings," and (ii) the
Defendants did request a declaration of ownership in their
summary judgment papers, which violated the automatic stay.

"An expiration of an automatic stay does not operate to
retroactively validate improper conduct," Mr. Alberto makes
clear.

The Defendants' motion in the alternative for the Bankruptcy
Court to abstain is equally unavailing, Mr. Alberto continues,
noting that courts routinely deny motions to abstain where the
matter necessarily involves the interpretation of its own prior
orders, and the issues in dispute pertain to the administration
of the estate -- which is precisely the case here.

The Defendants' Motion to Dismiss and, in the alternative, Motion
to Abstain, should be denied, Mr. Alberto asserts.  He maintains
that the Bankruptcy Court's prior Orders should be enforced.

David R. Baum, Esq., a partner at SNR Denton US LLP; and Marc
Rubinstein, Tropicana Entertainment, Inc. senior vice president
for Law and Administration and secretary, each filed a
declaration in support of the Icahn Plaintiffs' Objection to the
Motion to Dismiss.

In a separate filing, the Icahn Plaintiffs ask the Court for
leave to exceed the page limit with respect to their Objection.

                     Icahn Plaintiffs Object
                to Request for Judicial Notice

The Icahn Plaintiffs acknowledge that the Bankruptcy Court may
take judicial notice of the existence of certain statements that
were made in a brief or on the record.

However, the Defendants' Motion to Dismiss should be denied to
the extent any document is offered for the truth of the facts
recited in the Icahn Plaintiffs' Objection to the Motion, Justin
R. Alberto, Esq., at Bayard, P.A., in Wilmington, Delaware,
asserts.

"[I]t is well-established that a 'district court can take
judicial notice of judicial proceedings to demonstrate the
existence of the same, but not for the truth of the facts
asserted,'" Mr. Alberto says.

He asserts that the Defendants should not be permitted to use the
judicial notice doctrine to transform the Provisional Nevada
Order's tentative findings into "some form of a conclusive
judgment with preclusive effect."

The June 9, 2010 Nevada Provisional Order denied the Defendants'
motion for summary judgment and indicated that the Nevada court
needed direction from the Bankruptcy Court concerning bankruptcy
issues that might bar the Defendants' request for a declaration
of ownership, Mr. Alberto points out.

The Defendants have also asked the Bankruptcy Court to take
judicial notice of other documents to resolve certain disputed
factual issues.  Those issues cannot be resolved through judicial
notice, Mr. Alberto says.

                   About Tropicana Entertainment

Tropicana Entertainment LLC and its units owned eleven casino
properties in eight distinct gaming markets with premier
properties in Las Vegas, Nevada, and Atlantic City, New Jersey.

Tropicana Entertainment LLC and certain affiliates filed for
Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No. 08-
10856).  Kirkland & Ellis LLP and Mark D. Collins, Esq., at
Richards Layton & Finger, represent the Debtors in their
restructuring efforts.  Their financial advisor is Lazard Ltd.
Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.  Stroock & Stroock & Lavan LLP and Morris
Nichols Arsht & Tunnell LLP represent the Official Committee of
Unsecured Creditors in this case.  Capstone Advisory Group LLC is
financial advisor to the Creditors' Committee.

The OpCo Debtors, a group of Tropicana entities owning casinos and
resorts in Atlantic City, New Jersey and Evansville, Indiana
obtained confirmation from the Bankruptcy Court of a
reorganization plan.  On April 29, 2009, non-debtor units of the
OpCo Debtors, designated as the New Jersey Debtors -- Adamar of
New Jersey, Inc., and its affiliate, Manchester Mall, Inc. --
filed for Chapter 11 (Bankr. D. N.J. Lead Case No. 09- 20711) to
effectuate a sale of the Atlantic City Resort and Casino to a
group of Investors-led by Carl Icahn.   Judge Judith H. Wizmur
presides over the cases.  Manchester Mall is a wholly owned
subsidiary of Adamar that owns and operates certain real property
utilized in the New Jersey Debtors' business operations.
Effective March 8, Tropicana Entertainment successfully emerged
from the Chapter 11 reorganization process as an Carl Icahn-owned
entity.

A group of Tropicana entities, known as the LandCo Debtors, which
own Tropicana casino property in Las Vegas, have obtained approval
of a separate Chapter 11 plan.

Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, in Hackensack, New Jersey, represented
the New Jersey Debtors.  Kurtzman Carson Consultants LLC acts as
their claims and notice agent.  Adamar disclosed $500 million to
$1 billion both in total assets and debts in its petition.
Manchester Mall disclosed $1 million to $10 million in total
assets, and less than $50,000 in total debts in its petition.

Debtors Adamar of New Jersey Inc. and Manchester Mall Inc. have
merged into Adamar of NJ In Liquidation, LLC.  The merger and name
change is in accordance with an Amended and Restated Purchase
Agreement, which governs the sale and transfer of the operations
of the Tropicana Casino and Resort - Atlantic City, including
substantially all of the New Jersey Debtors' assets, to Tropicana
Entertainment Inc., Tropicana Atlantic City Corp., and Tropicana
AC Sub Corp., free and clear of any and all liens, claims and
encumbrances.

Bankruptcy Creditors' Service, Inc., publishes Tropicana
Bankruptcy News.  The newsletter tracks the chapter 11
restructuring proceedings commenced by Tropicana Entertainment LLC
and its affiliates.  (http://bankrupt.com/newsstand/or
215/945-7000).


TRUVO USA: Wins Confirmation of Exit Plan After Settlement
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Truvo Luxemburg Sarl won confirmation from the U.S.
bankruptcy judge of its proposed plan of reorganization.

As reported in the Troubled Company Reporter on October 7, Truvo
Group struck a deal with its unsecured creditors that would give
them a greater recovery when the Company exits from Chapter 11
protection.

The revised proposal:

     -- increases to EUR20 million ($27.4 million) from
        EUR15 million the amount to be divvied up among holders
        of Truvo's high-yield bonds; and

     -- entitles the high-yield bondholders to:

        * warrants good for a higher percentage of the reorganized
          Truvo's shares than they would have previously received;
          and

        * cash good for 7.5% of Truvo's U.S. tax proceeds, if that
          money is available.

The TCR reported that the holders of the high-yield notes will get
the better recovery only if they vote for Truvo's new bankruptcy-
exit plan.  Truvo's committee of unsecured creditors, which is
representing the bondholders, agreed to support the plan and
withdraw all litigation regarding it.

Full-text copies of the Plan and Disclosure Statement are
available for free at:

       http://bankrupt.com/misc/TRUVOUSA_2ndAmendedPlan.pdf
       http://bankrupt.com/misc/TRUVOUSA_AmendedDS.pdf

                          About Truvo USA

Wilmington, Delaware-based Truvo USA LLC is a non-operating
subsidiary of Belgium-based Truvo Luxembourg S.a.r.l, which
publishes print and online directories through its operating
subsidiaries.

Truvo USA and other non-operating affiliates filed for Chapter 11
bankruptcy protection (Bankr. S.D.N.Y. Case No. 10-13513) on
July 1, 2010.  The Company estimated $500 million to $1 billion
in assets and more than $1 billion in debts in its Chapter 11
petition.

Sean A. O'Neal, Esq., and Thomas J. Moloney, Esq., at Cleary
Gottlieb Steen & Hamilton, LLP, and Vincent Edward Lazar, Esq., at
Jenner & Block LLP, assist the Company in its restructuring
effort.  Jenner & Block LLP and Simpson Thacher & Bartlett LLP are
the Company's special counsel.  Houlihan Lokey Howard & Zukin
(Europe), Limited, is the Company's restructuring and financial
advisor.

Truvo Luxembourg and its operating subsidiaries have not sought
protection under Chapter 11 protection or any other insolvency
regime.


TWIN CITY: Cash Collateral Use Hearing Tomorrow
-----------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Ohio
entered an interim order authorizing the Twin City Hospital
Corporation to use the cash collateral until October 29, 2010.

The Court has set a hearing for October 29, 2010, at 2:00 p.m., to
consider further use of the cash collateral.

In 2002, the Debtor raised $16,775,000 through the issuance of
Hospital Facilities Revenue Bonds.  In connection with the
issuance of the Series 2007 Bonds, and a certain Indenture of
Trust between U.S. Bank National and the County of Tuscarawas,
Ohio, the Debtor entered into various prepetition financing
agreements, including the Master Trust Indenture, the Supplemental
Master Trust Indenture Number One and Mortgage and Security
Agreement, the Twin City Hospital Series 2007 Note, the Twin City
Subordinated Series 2007 Note, the Agreement of Lease, the
Sublease, the Tax Exemption Certificate and Agreement, and the
Continuing Disclosure Agreement, together with all amendments
thereto and extensions thereof and all security agreements and
instruments related thereto.  As of the Petition Date,
approximately $16,512,813.52 in gross aggregate principal of the
Series 2007 Bonds remains outstanding under the Bond Indentures.

In 2009, the Debtor executed that certain Promissory
Note and Commercial Security Agreement between the Debtor and The
Commercial & Savings Bank, permitting the Debtor to draw, at
maximum, $250,000 on the Commercial LOC.

As of the Petition Date, the Debtor was and continues to be, under
the Prepetition Financing Agreements and the Commercial LOC,
indebted and liable to the Master Trustee in the aggregate amount
of $16,512,813.52 on the Series 2007 Bonds and in the amount of
$250,000 on the Commercial LOC.

Shawn M. Riley, Esq., at McDonald Hopkins LLC, explains that the
Debtor needs the money to fund its Chapter 11 case, pay suppliers
and other parties.  The Debtor will use the collateral pursuant to
a budget, a copy of which is available for free at:

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

In exchange for using the cash collateral, the Debtor will grant
the prepetition secured lenders valid, perfected and enforceable
continuing replacement lien and security interest to the extent of
any diminution in the prepetition bond collateral or commercial
collateral in all assets of the Debtor.  As additional adequate
protection, the prepetition secured lenders will have a valid,
perfected and enforceable continuing supplemental lien and
security interest to the extent of any diminution in the
prepetition bond collateral or commercial collateral in all assets
of the Debtor.  The prepetition secured lenders will also have a
superpriority administrative expense claim.

The Debtor will provide the Indenture Trustee on Tuesday of each
week a weekly report indicating all receipts received by and
disbursements made by the Debtor in the week ending the prior
Friday compared to the budget and detailing any variances of 5% or
more on a line-by-line basis from the expenditures and receipts as
described in the budget.  The Debtors will provide the Indenture
Trustee other reports and information as may be requested by the
Indenture Trustee.

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., represents
the Indenture Trustee, while Fitzpatrick, Zimmerman & Rose Co.,
P.P.A., represents Commercial Savings.

                      About Twin City Hospital

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.


UNITED RENTALS: Fitch Assigns 'B' Rating to $750 Mil. Notes
-----------------------------------------------------------
Fitch Ratings has assigned a 'B' rating and a Recovery Rating of
'RR6' to United Rentals, (North America) Inc's $750 million
issuance of senior subordinated notes.  URNA is a wholly-owned
subsidiary of United Rentals, Inc.

The notes will mature on Sept. 15, 2020, and bear interest at a
rate per annum of 8.375%.  Interest is payable semi-annually on
March 15 and Sept. 15 of each year, commencing March 15, 2011.
URNA expects to use the proceeds to redeem $721 million of
existing senior subordinated notes and to pay expenses related to
the redemption of these securities.

URNA's 'B+' Issuer Default Rating and Stable Rating Outlook are
unaffected by the assignment of this rating.  As indicated in
Fitch's 'Recovery Ratings for Financial Institutions' criteria
published Dec. 30, 2009, RRs reflect repayment prospects given
default.  An 'RR6' implies poor recovery prospects of principal
and interest estimated to range between 0%-10%.

Fitch has assigned this rating:

United Rentals, (North America) Inc.

  -- $750 million senior subordinated notes 'B/RR6'

A complete list of current ratings for URI and URNA:

United Rentals, Inc.

  -- Long-term IDR 'B'.

United Rentals (North America), Inc.

  -- Long-term IDR 'B+';
  -- Senior secured $1.36 billion ABL facility 'BB/RR1';
  -- Senior unsecured debt 'B+/'RR4';
  -- Senior subordinated debt 'B'/RR6'.


URBAN BRANDS: Gordon Brothers Wins Auction for Ashley Stewart
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports Urban Brands Inc., the owner of the Ashley Stewart brand
of women's clothing, concluded a 21-hour auction for the assets
when an affiliate of Gordon Brothers Group LLC came out on top
over three other bidders.  The Company said there was "spirited
bidding." The price wasn't disclosed.  The bankruptcy court in
Delaware was scheduled to hold a hearing October 27.

                       About Urban Brands

Urban Brands, Inc., operates as a women's specialty retailer.  Its
products include tops, such as knit tops, shirts and blouses, and
tanks and camis; bottoms, which include shorts and capris, skirts,
and pants; sweaters; and denim apparel, including denim jeans,
skirts, denim sets, and jackets.  The company also provides
dresses, career and related separates, jackets, intimates,
hosiery, swimwear, activewear, linen wear, extended sizes, bras
and panties, maxi dresses, ruffles, tunics, and accessories.

Urban Brands Inc. sought bankruptcy protection under Chapter 11
(Bankr. D. Del. Case No. 10-13005) on September 21, 2010.  The
Company estimated assets of $10 million to $50 million and debts
of $100 million to $500 million in its Chapter 11 petition.

Chun I Jang, Esq., Mark D. Collins, Esq., and Paul N. Heath, Esq.,
at Richards, Layton Finger, P.A., in Wilmington, Delaware, serve
as counsel to the Debtors.  BMC Group, Inc., is the claims and
notice agent.  The DIP Lender is represented by Donald E. Rothman,
Esq. -- drothman@riemerlaw.com -- at Riemer & Braunstein LLP.


US BANK: Fitch Puts BB- Support Floor Rating on Negative Watch
--------------------------------------------------------------
Fitch Ratings has placed the Support and Support Floor ratings of
U.S. Bank NA and U.S. Bank NA, ND, on Rating Watch Negative
following initial interpretation of the Dodd-Frank Wall Street
Reform and Consumer Protection Act and its implications for
systemically important financial institutions.  U.S. Bank NA and
U.S. Bank NA, ND's Issuer Default Rating and issue-level ratings
are currently above their Support Floor Ratings as the IDR and
issue-level ratings reflect the company's stand-alone strength,
and do not rely on any implied government support.

As such, U.S. Bank NA and U.S. Bank NA, ND's IDR and issue-level
ratings are unaffected by the action.  The ratings of U.S. Bank NA
and U.S. Bank NA, ND's parent company U.S. Bancorp and its other
affiliates are also unaffected.  Similar actions have been taken
for other large U.S. banks.

Refer to Fitch's press release dated Oct. 22, 2010, titled 'Fitch:
U.S. FI Support Ratings Potentially Impacted by Proposed FDIC
Rules' for additional information.  Fitch's ratings of banks have
always encompassed a view of intrinsic creditworthiness expressed
through the Individual rating, while Fitch's view of Support has
been expressed separately through its Support framework.  Support
Ratings communicate Fitch's judgment on whether the bank would
receive support from the U.S. Government should this become
necessary.  The recently enacted legislative framework and
potential regulatory rulemaking primarily affect Fitch's sovereign
Support framework.

Fitch places these ratings on Rating Watch Negative:

U.S. Bank NA
U.S. Bank NA, ND

  -- Support '3';
  -- Support Floor 'BB-'.


UTSTARCOM INC: Cuts 2010 Revenue Target to $270MM-$280MM
--------------------------------------------------------
UTStarcom Inc. lowered the company's full year revenue target
range to US$270-280 million, down from the US$325 million target
that previous management had articulated.  The decision to lower
the target range was driven primarily by slower than expected
final acceptances and project completions for several large
contracts.

Jack Lu, newly appointed President and CEO said that, "These kinds
of delays can occur in equipment sales-based businesses, and they
are among the key factors in our decision to lower our range of
targeted revenues.  We are working to correct this dynamic by
shifting our business model, adding to our existing equipment-
sales based business, new service-based opportunities, that can
provide more predictable, high margin, recurring revenues.  The
strategic cooperation in Internet TV which we announced [Thurs]day
is an example of this."

                       About UTStarcom, Inc.

UTStarcom, Inc. (Nasdaq: UTSI) -- http://www.utstar.com/-- is a
global leader in IP-based, end-to-end networking solutions and
international service and support.  The Company sells its
solutions to operators in both emerging and established
telecommunications markets around the world.  UTStarcom enables
its customers to rapidly deploy revenue-generating access services
using their existing infrastructure, while providing a migration
path to cost-efficient, end-to-end IP networks.  The Company was
founded in 1991 and is headquartered in Alameda, California.

The Company's balance sheet at June 30, 2010, showed
$813.29 million in total assets, $576.25 million in total
liabilities, and stockholders' equity of $237.03 million.

                           *     *     *

In its Form 10-K, the Company noted that it has recorded operating
losses in 19 of the 20 consecutive quarters in the period ended
December 31, 2009.  At December 31, 2009, the Company had an
accumulated deficit of $1.067 billion.  While operating results
are expected to improve in 2010 compared with prior years,
management expects the Company to continue to incur losses in
2010.


VALHI INC: S&P Puts 'CCC+' Rating on CreditWatch Positive
---------------------------------------------------------
Standard & Poor's Ratings Services said that it placed all its
ratings, including the 'CCC+' corporate credit ratings, on Dallas,
Texas-based Valhi Inc. and its subsidiary, Kronos International
Inc. on CreditWatch with positive implications.

"The CreditWatch listing reflects S&P's expectation of an
improvement in Valhi's financial profile in the near term," said
Standard & Poor's credit analyst Henry Fukuchi.  "This improvement
could warrant a modestly higher rating after S&P's review of the
company's near term prospects and industry trend expectations."

S&P believes that Valhi should continue to benefit from tight
industry conditions and improving demand.  If these industry
dynamics remain positive for the next few quarters, Valhi's
financial profile should improve enough to support a higher
rating.  S&P expects the end markets related to Ti02 to continue
to recover consistent with the overall economy and key end markets
related to housing and automotives.  Moreover, with limited
capacity additions likely in the near term and reduced global
capacity as a result of permanent facility closures during the
recession, S&P expects Valhi's profitability and financial profile
will most likely improve in the next few quarters.

The CreditWatch listing also reflects the recent announcement of a
stock offering of approximately 7.8 million shares through its
subsidiary, Kronos Worldwide.  The intended use of the proceeds is
for general corporate purposes, which may include possible
acquisitions of additional TiO2 facilities that may become
available in the future.  While the ultimate use of the proceeds
may change, S&P expects to review the company's plan, intended use
of proceeds, and potential impact on Valhi's overall financial
profile as part of S&P's resolution of the CreditWatch listing.

The ratings on Valhi reflect the company's highly leveraged
financial profile and financial policy concerns, as well as its
limited diversity and exposure to cyclical commodity product
cycles.  Offsetting factors include the currently favorable
industry conditions, the company's improved liquidity position,
and its well-established position among the leading global TiO2
producers.

S&P will resolve the CreditWatch listing after reviewing third-
quarter results, business prospects for the next few quarters, and
intended use of funds from the anticipated stock offering.


VIKING ACQUISITION: Moody's Assigns 'B2' Corp. Family Rating
------------------------------------------------------------
Moody's Investors Service assigned first-time ratings for Viking
Acquisition, Inc., the acquirer of the global autocare business of
The Clorox Company, including a B2 corporate family and
probability of default rating and an SGL-3 Speculative Grade
Liquidity Rating.  Moody's also assigned a Ba3 rating to the
company's proposed $350 million senior secured bank facilities.
Moody's ratings are subject to receipt and review of final
documentation.  The outlook is stable.

Proceeds of the proposed bank facilities along with approximately
$260 million in common equity contributed by Avista Capital
Partners will be used to fund Viking's acquisition of the Global
Autocare business from Clorox (rated Baa1).

Ratings assigned to Viking include these:

  -- Corporate Family Rating at B2

  -- Probability of Default Rating at B2

  -- $50 million senior secured revolving credit facility due 2015
     at Ba3 (LGD 2, 26%)

  -- $300 million senior secured term loan B due 2016 at Ba3 (LGD
     2, 26%)

  -- Speculative Grade Liquidity Rating at SGL-3

  -- The outlook is stable

This is a first time rating for Viking Acquisition, Inc.

                        Ratings Rationale

"Vikings ratings reflect the company's high leverage, relatively
small scale and limited product diversification in the highly
fragmented and competitive auto-care products business," says
Moody's Vice President and Senior Credit Officer.  "Moreover,
organic growth has been generally weak and the company's
strategies to accelerate growth through new product development
initiatives and heightened marketing is yet unproven," adds Ms.
Hofferber.

Despite these constraints, Viking's ratings benefit from the
company's strong brand recognition, high profitability, low
capital requirements and global distribution capabilities.  In
addition, the company's historically strong cash flow from
operations will be muted by near-term working capital requirements
resulting from its spin-off from Clorox.  Accordingly, near-term
debt reduction is likely to be minimal.  Liquidity is adequate
with no near-term maturities, however the company will need to
utilize its revolver in the next twelve month as its cash flow
from operations is not sufficient to cover its working capital
requirements.  The ratings are also constrained by Viking's
ownership by private equity partner, Avista Capital due to Moody's
expectation that over time the shareholders will prioritize
shareholder-oriented activities, including debt financed
acquisitions and/or distributions.

Viking's ratings could be upgraded if the company was able to
maintain a Debt to EBITDA ratio below 4.5 times and an Interest
Coverage ratio above 2.5 times.  The degree of any ratings
improvement, however, is constrained by the company's relatively
small scale, limited product diversification and potential for
aggressive financial policies.

Conversely, Viking's ratings could be downgraded should it's
operating performance deteriorate, or if it made a sizable debt
financed acquisition or share repurchases such that its Debt to
EBITDA ratio remained above 6.0 times for an extended period and
its EBITA to interest expense ratio approached 1.75 times.

Viking Acquisition, Inc., based in Oakland, California, is global
producer of auto-care products under variety of brands including
Armour-All autocare appearance products and STP performance
autocare additives.  Viking, a business of the Clorox Company
(rated Baa1, stable), is being acquired by Avista Capital Partners
and management in an all-cash transaction valued at $765 million.
The transaction is expected to close in November 2010.


* Chapter 11 Cases with Assets & Liabilities Below $1,000,000
-------------------------------------------------------------
Recent Chapter 11 cases filed with assets and liabilities below
$1,000,000:

In Re Fahmi Hammad
   Bankr. C.D. Calif. Case No. 10-54706
      Chapter 11 Petition filed October 18, 2010
         See http://bankrupt.com/misc/cacb10-54706.pdf

In Re H & E Auto Repair, Inc.
        dba Z& M Auto Express
   Bankr. C.D. Calif. Case No. 10-54665
      Chapter 11 Petition filed October 18, 2010
         See http://bankrupt.com/misc/cacb10-54665.pdf

In Re Russian Hill Corners, LLC
   Bankr. N.D. Calif. Case No. 10-34120
     Chapter 11 Petition filed October 18, 2010
         filed pro se

In Re Logos Aviation Services, Inc.
   Bankr. S.D. Fla. Case No. 10-41699
     Chapter 11 Petition filed October 18, 2010
         filed pro se

In Re Rabalais Interests-S, Inc.
   Bankr. S.D. Fla. Case No. 10-41674
      Chapter 11 Petition filed October 18, 2010
         See http://bankrupt.com/misc/flsb10-41674.pdf

In Re Gloria Jose Paet
        aka Gloria J. Paet
   Bankr. D. Hawaii Case No. 10-03170
     Chapter 11 Petition filed October 18, 2010
         filed pro se

In Re The G & J Paet Irrevocable Trust
   Bankr. D. Hawaii Case No. 10-03172
     Chapter 11 Petition filed October 18, 2010
         filed pro se

In Re Commercial Buildings Maintenance, Inc.
   Bankr. D. Md. Case No. 10-33776
      Chapter 11 Petition filed October 18, 2010
         See http://bankrupt.com/misc/mdb10-33776p.pdf
         See http://bankrupt.com/misc/mdb10-33776c.pdf

In Re Poor Freddie's Auto Center, Inc.
   Bankr. E.D. N.Y. Case No. 10-78217
      Chapter 11 Petition filed October 18, 2010
         See http://bankrupt.com/misc/nyeb10-78217.pdf

In Re Poor Freddie's Mud Hole Inc.
   Bankr. E.D. N.Y. Case No. 10-78212
      Chapter 11 Petition filed October 18, 2010
         See http://bankrupt.com/misc/nyeb10-78212.pdf

In Re Advanced II, Inc.
   Bankr. W.D. Pa. Case No. 10-27389
      Chapter 11 Petition filed October 18, 2010
         See http://bankrupt.com/misc/pawb10-27389p.pdf
         See http://bankrupt.com/misc/pawb10-27389c.pdf

In Re Angel Luis Colon Martinez
        aka Angel L Colon Martinez
   Bankr. D. Puerto Rico Case No. 10-09746
     Chapter 11 Petition filed October 18, 2010
         filed pro se

In Re Leonard Anthony Codella
   Bankr. E.D. Va. Case No. 10-18800
     Chapter 11 Petition filed October 18, 2010
         filed pro se

In Re D. J. Williamson Enterprises, Inc.
   Bankr. D. Ariz. Case No. 10-33540
      Chapter 11 Petition filed October 19, 2010
         See http://bankrupt.com/misc/azb10-33540.pdf

In Re Oma Williamson
   Bankr. D. Ariz. Case No. 10-33538
      Chapter 11 Petition filed October 19, 2010
         See http://bankrupt.com/misc/azb10-33538.pdf

In Re Paul Allen Park
      Yolanda Sanchez Park
   Bankr. D. Ariz. Case No. 10-33616
     Chapter 11 Petition filed October 19, 2010
         filed pro se

In Re Gerald William Filice
   Bankr. E.D. Calif. Case No. 10-47748
     Chapter 11 Petition filed October 19, 2010
         filed pro se

In Re Clara Drose
   Bankr. S.D. Calif. Case No. 10-18529
      Chapter 11 Petition filed October 19, 2010
         See http://bankrupt.com/misc/casb10-18529.pdf

In Re Dancing Bear Development, LP
   Bankr. D. Colo. Case No. 10-36493
      Chapter 11 Petition filed October 19, 2010
         See http://bankrupt.com/misc/cob10-36493p.pdf
         See http://bankrupt.com/misc/cob10-36493c.pdf

In Re Be Right Investments LLC
   Bankr. S.D. Fla. Case No. 10-41793
      Chapter 11 Petition filed October 19, 2010
         See http://bankrupt.com/misc/flsb10-41793.pdf

In Re Omni Storage X, L.L.C.
   Bankr. E.D. La. Case No. 10-13882
      Chapter 11 Petition filed October 19, 2010
         See http://bankrupt.com/misc/laeb10-13882.pdf

In Re Apple Marine Construction, Inc.
   Bankr. D. Md. Case No. 10-33891
      Chapter 11 Petition filed October 19, 2010
         See http://bankrupt.com/misc/mdb10-33891.pdf

In Re Carats, Inc.
   Bankr. D. Minn. Case No. 10-47785
      Chapter 11 Petition filed October 19, 2010
         See http://bankrupt.com/misc/mnb10-47785.pdf

In Re Arietta, LLC
   Bankr. D. Nev. Case No. 10-29722
      Chapter 11 Petition filed October 19, 2010
         See http://bankrupt.com/misc/nvb10-29722.pdf

In Re Redstone Grille, LLC
   Bankr. D. Nev. Case No. 10-29723
      Chapter 11 Petition filed October 19, 2010
         See http://bankrupt.com/misc/nvb10-29723.pdf

In Re RJM Salon and Spa, Inc.
   Bankr. D. N.J. Case No. 10-42359
      Chapter 11 Petition filed October 19, 2010
         See http://bankrupt.com/misc/njb10-42359.pdf

In Re Empresas Riozama Inc.
   Bankr. D. Puerto Rico Case No. 10-09760
      Chapter 11 Petition filed October 19, 2010
         See http://bankrupt.com/misc/prb10-09760.pdf

In Re Jorge W. Cruz Lopez, Inc.
        dba Wallyco Micro Molding
   Bankr. D. Puerto Rico Case No. 10-09773
      Chapter 11 Petition filed October 19, 2010
         See http://bankrupt.com/misc/prb10-09773.pdf

In Re Michael R. Dunn Timber Cutting, Inc.
   Bankr. W.D. Wash. Case No. 10-22524
      Chapter 11 Petition filed October 19, 2010
         See http://bankrupt.com/misc/wawb10-22524.pdf

In Re 03 Restaurant Lounge & Nightclub, LLC
        aka 03 Restaurant Lounge, LLC
        aka Vive'
        aka Vive Lounge
   Bankr. C.D. Calif. Case No. 10-55088
      Chapter 11 Petition filed October 20, 2010
         See http://bankrupt.com/misc/cacb10-55088.pdf

In Re 184 Diamond LLC
   Bankr. C.D. Calif. Case No. 10-24907
      Chapter 11 Petition filed October 20, 2010
         See http://bankrupt.com/misc/cacb10-24907.pdf

In Re Professional Nurses, Inc.
        aka Nurses Choice Home Care
   Bankr. E.D. Calif. Case No. 10-47844
     Chapter 11 Petition filed October 20, 2010
         filed pro se

In Re Heirs, LLC
   Bankr. S.D. Fla. Case No. 10-41917
      Chapter 11 Petition filed October 20, 2010
         See http://bankrupt.com/misc/flsb10-41917.pdf

In Re Logan Circle Spectrum, LLC
        dba Halo Lounge
        dba Mova Lounge
   Bankr. S.D. Fla. Case No. 10-41914
      Chapter 11 Petition filed October 20, 2010
         See http://bankrupt.com/misc/flsb10-41914p.pdf
         See http://bankrupt.com/misc/flsb10-41914c.pdf

In Re Tom Kopsch & Associates, Inc.
        dba Normandy Clinic
   Bankr. E.D. Mich. Case No. 10-72124
      Chapter 11 Petition filed October 20, 2010
         See http://bankrupt.com/misc/mieb10-72124p.pdf
         See http://bankrupt.com/misc/mieb10-72124c.pdf

In Re Landhouse Millicent Group LLC
   Bankr. W.D. N.Y. Case No. 10-14477
      Chapter 11 Petition filed October 20, 2010
         See http://bankrupt.com/misc/nywb10-14477.pdf

In Re Paul D. Renner, Jr.
   Bankr. E.D. Tenn. Case No. 10-16213
      Chapter 11 Petition filed October 20, 2010
         See http://bankrupt.com/misc/tneb10-16213.pdf

In Re Faroakh Rajkot
   Bankr. S.D. Texas Case No. 10-39368
      Chapter 11 Petition filed October 20, 2010
         See http://bankrupt.com/misc/txsb10-39368.pdf

In Re P.D.Q., Inc.
   Bankr. W.D. Va. Case No. 10-72513
      Chapter 11 Petition filed October 20, 2010
         See http://bankrupt.com/misc/vawb10-72513.pdf



                           *********

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.

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