TCR_Public/101029.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Friday, October 29, 2010, Vol. 14, No. 300

                            Headlines

233 NORMAN: Case Summary & 4 Largest Unsecured Creditors
2626 BWAY: Gets Court's OK to Hire Robinson Brog as Bankr. Counsel
612-618 WEST: Voluntary Chapter 11 Case Summary
7 STAR: Voluntary Chapter 11 Case Summary
ABBY NORMAL: Case Summary & 3 Largest Unsecured Creditors

ACCENTIA BIOPHARMACEUTICALS: Wins Confirmation of Ch. 11 Plan
ADVENTURE ENTERTAINMENT: Case Summary & 20 Largest Unsec Creditors
ALGENON ASHFORD: Voluntary Chapter 11 Case Summary
AMERICAN SAFETY: Files Schedules of Assets and Liabilities
AMERICAN SAFETY: InterPack Industries Resigns, Committee Amended

AMERICANWEST BANCORPORATION: Files for Chapter 11 to Sell Bank
AMERICANWEST BANCORPORATION: Voluntary Chapter 11 Case Summary
AMF MARINA: Case Summary & 9 Largest Unsecured Creditors
ANDRES GARZA: Case Summary & 20 Largest Unsecured Creditors
ARIEL WAY: Working on Business Plan, Return to OTCCB Trading

BANNERMAN HOLDINGS: Settles With SunTrust Bank to Satisfy Debt
BANNING LEWIS: Files for Chapter 11 in Delaware
BANNING LEWIS: Case Summary & 6 Largest Unsecured Creditors
BLACKSTONE DIAMOND: Faces Involuntary Chapter 7 Petition
BANNING LEWIS: Case Summary & 6 Largest Unsecured Creditors

BEAR STEARNS FUNDS: Cioffi & Tannin Want Brian Sano Disqualified
BEAR STEARNS FUNDS: Mark Longbottom Takes Over as Counsel
BENJAMIN MCINNES: Case Summary & 20 Largest Unsecured Creditors
BERRY PETROLEUM: Moody's Assigns 'B2' Rating to $300 Mil. Notes
BERRY PETROLEUM: S&P Assigns 'BB-' Rating to $300 Mil. Notes

BILLY UNDERWOOD: Case Summary & 20 Largest Unsecured Creditors
BIOVEST INT'L: Wins Confirmation of Plan of Reorganization
BLAKE'S VENTURES: Case Summary & 9 Largest Unsecured Creditors
BLOCKBUSTER INC: Receives Final Court Nod of $125MM DIP Financing
BLOCKBUSTER INC: Court OKs Lease Rejection Procedures

BLOCKBUSTER INC: Gets Final OK to Pay Common Carrier Charges
BLOCKBUSTER INC: Judge OKs Trading Restrictions to Protect NOLs
BLOCKBUSTER INC: Wins Final Nod to Honor Insurance Programs
BLOCKBUSTER INC: Wins Final Nod for Payment to Critical Vendors
BORGWARNER INC: Moody's Upgrades Rating on Senior Notes From 'Ba1'

BOYD GAMING: Fitch Assigns 'B-/RR5' Rating to $500 Mil. Notes
BOYD GAMING: Moody's Assigns 'Caa1' Rating to $500 Mil. Notes
BOYD GAMING: S&P Downgrades Corporate Credit Rating to 'B'
BRISAM COVINA: Amends List of 20 Largest Unsecured Creditors
BRISAM COVINA: Can Continue Using Cash Collateral Until Nov. 5

BRISAM COVINA: Files Schedules of Assets and Liabilities
BRUNDAGE-BONE CONCRETE: Gets Court OK to Sell St. George Property
BV JORDANELLE: Files Schedules of Assets & Liabilities
C&D TECHNOLOGIES: FY2010 10-K Now Includes Going Concern Doubt
CATHOLIC CHURCH: Counsel for Wilmington Lay Committee Okayed

CATHOLIC CHURCH: Judge Hogan to Mediate on Spokane Issues
CATHOLIC CHURCH: Wilm. Plan Exclusivity Extended Until March 3
CATHOLIC CHURCH: Wilm. Wants Committee Claims Dismissed
CATHOLIC CHURCH: Wilmington Plan Outline Hearing Set for Dec. 6
CCA MIDWEST: Case Summary & 20 Largest Unsecured Creditors

CHEM RX: Creditors Committee Opposes 1st Lien Lenders' Attys. Fees
CITIGROUP INC: Moody's Raises Rating on Preferred Stock to 'Ba3'
COMMONWEALTH BIOTECHNOLOGIES: Posts $218,300 Net Loss in Q2 2010
COMPTON PETROLEUM: Moody's Withdraws 'Caa1' Corp. Family Rating
CONNECTOR 2000: Files Chapter 9 Plan of Reorganization

CRACKER BARREL: S&P Affirms Corporate Credit Rating at 'BB-'
CW MEDIA: Moody's Upgrades Corporate Family Rating to 'Ba2'
DANIEL REECE: Case Summary & 5 Largest Unsecured Creditors
DANIEL REGAN: Case Summary & 20 Largest Unsecured Creditors
DANNY RAY NICHOLSON: Creditor Keeps Lien on One Vehicle

DEL NORTE: Case Summary & 5 Largest Unsecured Creditors
DELPHI CORP: Court Rejects Highland's Subst. Contribution Claim
DELPHI CORP: DPH Incurs $12 Million Operating Loss in Q3
DELPHI CORP: Jury Trial Against Ex-CEO Battenberg Ongoing
DELPHI CORP: Paul Singer Could Earn $1.5 Bil. From IPO

DELTA PETROLEUM: Inks Severance Pact with Former President
DOUGLAS PETERSON: Voluntary Chapter 11 Case Summary
DUBAI WORLD: Wins All Creditors' Support on Restructuring Plan
EAGLE INDUSTRIES: Case Summary & 20 Largest Unsecured Creditors
ELECTRACASH, INC: Case Summary & 20 Largest Unsecured Creditors

EMIVEST AEROSPACE: Allowed to Tap Loan, Looks for Purchaser
EMPIRE HOLDINGS: Voluntary Chapter 11 Case Summary
EMPIRE TOWERS: Case Summary & 4 Largest Unsecured Creditors
FIRST BANK: Real Estate Lending Led to Under-Capitalization
FLEXIBLE FLYER: Bankruptcy Court Dismisses WARN Suit

GATEWAY CASINOS: S&P Assigns 'BB-' Corporate Credit Rating
GEORGE HOUSER: Reorganization Case Converted to Chapter 7
GEORGIA-PACIFIC LLC: Moody's Assigns 'Ba2' Rating to Notes
GENERAL GROWTH: Affiliates File Plan Status Report
GENERAL GROWTH: Expects Bankruptcy Exit by November 8

GENERAL GROWTH: To Pursue Post-Emergence Stock Offering
GENERAL GROWTH: WKHL Proposes Hartford Settlement Agreement
GLORIA CHAVEZ: Case Summary & 11 Largest Unsecured Creditors
GOLDEN STATE: Moody's Downgrades Rating on Notes to 'Ba2'
HANMI FINANCIAL: Posts $14.6 Million Net Loss in Q3 2010

HARRISBURG, PA: 577 Employees to Get Paid from Revenues
HAWAIIAN TELCOM: Emerges From Chapter 11 Reorganization
INTERDENT INC: S&P Gives Positive Outlook; Affirms 'CCC' Rating
JEAN DETHIERSANT: Asks for Court's Nod to Use Cash Collateral
JEAN DETHIERSANT: Taps Michael Jay as General Bankruptcy Counsel

JEAN DETHIERSANT: U.S. Trustee Wants Case Dismissed or Converted
JEFFREY HARTZELL: Case Summary & 20 Largest Unsecured Creditors
JETCO RETAIL: Involuntary Chapter 11 Case Dismissed
JIMMY MORRIS: Court Not Biased in Dismissing Chapter 11 Case
JRG DAKOTA: Involuntary Reorganization Case Dismissed

JUAN GOMEZ: Voluntary Chapter 11 Case Summary
KENNETH KEITH: Case Summary & 20 Largest Unsecured Creditors
LANGUAGE LINE: Moody's Downgrades Corporate Family Rating to 'B1'
LANGUAGE LINE: S&P Assigns 'B-' Rating to $250 Mil. Senior Loan
LEHMAN BROTHERS: Court Imposes 9-Month Stay on 50 Avoidance Suits

LEHMAN BROTHERS: Hearing on LB Somerset Exclusivity on Nov. 17
LEHMAN BROTHERS: Judge Peck Says He Never Approve Sale Details
LEHMAN BROTHERS: More Than $1 Bil. Paid to Bankr. Professionals
LEHMAN BROTHERS: Proposes De Novo as Attorneys Provider
LEHMAN BROTHERS: SCC Deal Contingent on Calif. Court Approval

LEHMAN BROTHERS: Wins Approval of Settlement of Ambac's Claims
LEHMAN BROTHERS: Wins Nod of Deal to Recover $445MM From Societe
LOEHMANN'S CAPITAL: Says Holders of 92.4% of Bonds Support Swap
LESLIE CONTROLS: Court Confirms Reorganization Plan
LIONS GATE: Icahn Extends Buyout Offer Until November 12

LIONS GATE: Sues Icahn for Plotting Merger with MGM
MARKWELL MOTOR: Case Summary & 6 Largest Unsecured Creditors
MAULDING DEVELOPMENT: Can Hire James Enlow as Bankruptcy Counsel
METRO-GOLDWYN-MAYER: Lions Gate Sues Icahn for Plotting Merger
MGM RESORTS: To Offer $500MM of Sr. Notes in Private Placement

MGM RESORTS: Boyd Won't Block Party's Bid for MGM's Borgota Stake
MGM RESORT: Moody's Gives Positive Outlook; Puts 'Caa1' Rating
MILLIPORE CORPORATION: Moody's Lifts Rating on Notes From 'Ba2'
MOMENTIVE PERFORMANCE: Gets $151MM Revolver from Existing Lenders
MORAN LAKE: Reorganization Case Converted to Chapter 7 Liquidation

MPHASE TECHNOLOGIES: Has Forbearance Deal with John Fife
MREF III: Has Disputes with Lender on $16.6MM of Mortgage Debt
NAVISTAR INT'L: CEO Ustian to Present at Automotive Symposium
NCL CORPORATION: S&P Gives Positive Outlook; Affirms 'B' Rating
NEIL MCEACHERN: Case Summary & 20 Largest Unsecured Creditors

NETFLIX INC: Moody's Gives Positive Outlook; Keeps 'Ba2' Rating
NORTEL NETWORKS: Gets Feb. 28 Extension of Stay Period Under CCAA
OLD SECOND BANCORP: Reports Improved Results of Operations for Q3
OTC HOLDINGS: Junior Lenders Oppose Disclosure Statement
PERPETUA-BURR OAK: Judge Gives More Time to Craft Plan

PETTERS GROUP: Owner Facing 201 Lawsuits; $17-Bil. in Total Sought
PLACENTIA PROPERTIES: Case Summary & 7 Largest Unsecured Creditors
QIMONDA AG: Settles With U.S. Units Over Disputed Claims
QPK LLC: Case Summary & 3 Largest Unsecured Creditors
REDDY ICE: Unit Inks Revolving Credit Deal with Macquarie Bank

REFCO INC: Commences Lawsuit Against Cantor Index Holdings
REFCO INC: Plan Admins. Want Grant Thornton Claims Estimated at $0
REFCO INC: RCM Plan Administrator Makes 9th Interim Distribution
ROBERT PLAN: Ch. 7 Trustee to Act as Pension Plan Administrator
ROCKY MOUNTAIN: Voluntary Chapter 11 Case Summary

ROCKY MOUNTAIN WELDING: Voluntary Chapter 11 Case Summary
ROMUALD ZUCHOWSKI: Case Summary & 20 Largest Unsecured Creditors
ROTHSTEIN ROSENFELDT: Trustee Sues Qtask to Recoup $7.5 Million
RUSSELL MAYNARD: Case Summary & 20 Largest Unsecured Creditors
SEA LAUNCH: Emerges From Chapter 11 Bankruptcy

SERVICE1ST BANK: Western Liberty Closes Merger Deal
SHERIDAN HOLDINGS: Moody's Assigns 'B1' Rating to $160 Mil. Loan
SHERIDAN HEALTHCARE: S&P Affirms 'B' Corporate Credit Rating
SHUBH HOTELS: Lenders Want Chapter 11 Trustee
SIMMONS FOODS: S&P Assigns Corporate Credit Rating at 'B'

SIMON WORLDWIDE: Overseas Toys Plans to Launch Offer for Shares
ST. PETER: Case Summary & 3 Largest Unsecured Creditors
STEPHEN ROBERTSON: Case Summary & 20 Largest Unsecured Creditors
STERLING CHEMICALS: Moody's Downgrades Corp. Family Rating to 'B3'
STONE, MCKINNON: Case Summary & 4 Largest Unsecured Creditors

TED WHITE: Case Summary & 20 Largest Unsecured Creditors
TENX BIOPHARMA: Creditors Want Court to Order Ch. 11 Trustee
TERRESTAR NETWORKS: Canadian Court OKs TSN as Foreign Rep.
TERRESTAR NETWORKS: Non-Debtor Parent's Common Delisted by NASDAQ
TERRESTAR NETWORKS: Receives Initial CCAA Stay

TERRESTAR NETWORKS: Seeks Canada's Recognition of Ch. 11 Cases
THIELE BODY: To Be Auctioned November 30, 2010 in Pennsylvania
TRANT MANOR: Taps Vanderhoff Law as General Bankruptcy Counsel
TRIBUNE CO: Has Approval for Levine as Litigation Counsel
TRIBUNE CO: Parties Object to Chapter 11 Trustee Appointment

TRIBUNE CO: Wins Approval for Novack as Special Counsel
TROPICANA ENTERTAINMENT: Castillejas Pursue Late Admin. Claim
TROPICANA ENTERTAINMENT: LandCo Debtors Submit 3rd Qtr Report
TROPICANA ENTERTAINMENT: Reaches Deal With Culinary Trust Fund
TRUMAN FAMILY: Files Schedules of Assets and Liabilities

TWIN CITY STORES: 13 Oasis Stores Could Sell Below Existing Debt
ULTIMATE ESCAPES: Gets Nod to Sell Some Assets to Demeure
UNITED CONTINENTAL: 21 Directors Disclose Ownership of Stock
UNITED CONTINENTAL: Releases Q4/Full Year 2010 Projections
UNITED CONTINENTAL: United Acquires 2.69 Mil. Shares of ExpressJet

URBAN BRANDS: Wins Nod to Sell Assets to Gordon Brothers
USI HOLDINGS: Moody's Affirms 'B3' Corporate Family Rating
W.R. GRACE: Court OKs $19 Mil. Purchase of Synthetech
W.R. GRACE: Reports $54.9 Net Income in Third Quarter
W.R. GRACE: To Expand Manufacturing in Brazil & Malaysia

WESTCLIFF MEDICAL: Wants More Time to Transfer Assets to LabWest
WII COMPONENTS: To Issue $115MM Sr Sec Notes in Private Offering
WINDSOR PETROLEUM: Moody's Cuts Rating on Secured Notes to 'Ba2'

* BizAuctions Gains 3rd Recent Salvage-Liquidation Contract

* BOOK REVIEW: Fraudulent Conveyances, A Treatise Upon Conveyances
               Made by Debtors to Defraud Creditors, Containing
               References to All Cases Both English and American,
               A Law Classic

                            *********

233 NORMAN: Case Summary & 4 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: 233 Norman LLC
        77 Box Street
        Brooklyn, NY 11222

Bankruptcy Case No.: 10-49951

Chapter 11 Petition Date: October 22, 2010

Court: United States Bankruptcy Court
       Eastern District of New York (Brooklyn)

Judge: Jerome Feller

Debtor's Counsel: Leo Fox, Esq.
                  LAW OFFICE OF LEO FOX
                  630 Third Avenue, 18th Floor
                  New York, NY 10017
                  Tel: (212) 867-9595
                  Fax: (212) 949-1857
                  E-mail: leofox1947@aol.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 four largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/nyeb10-49951.pdf

The petition was signed by Joe Torres, member.

Debtor-affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
480 Humboldt Holding LLC               10-46402   07/07/10


2626 BWAY: Gets Court's OK to Hire Robinson Brog as Bankr. Counsel
------------------------------------------------------------------
2626 BWAY, LLC, sought and obtained authorization from the Hon.
Shelley C. Chapman of the U.S. Bankruptcy Court for the Southern
District of New York to employ Robinson Brog Leinwand Greene
Genovese & Gluck P.C. as bankruptcy counsel, effective as of
September 3, 2010.

Robinson Brog will, among other things:

     (a) negotiate with creditors of the Debtor, prepare a plan
         of reorganization and take the necessary legal steps to
         consummate a plan, including, if necessary, negotiations
         with respect to financing a plan;

     (b) appear before the various taxing authorities to work out
         a plan to pay taxes owing in installments;

     (c) prepare applications, motions, answers, replies,
         discovery requests, forms of orders, reports and other
         pleadings and legal documents; and

     (d) appear before the Court to protect the interests of the
         Debtor and its estate, and represent the Debtor in all
         matters pending before the Court.

Robinson Brog will be paid based on the hourly rates of its
personnel:

         Associates                    $250-$300
         Paralegals                    $110-$200
         Partners                      $300-$525

A. Mitchell Greene, Esq., a shareholder of Robinson Brog, assures
the Court that the firm is "disinterested" as that term is defined
in Section 101(14) of the Bankruptcy Code.

New York-based 2626 BWAY, LLC, owns the The Metro Theater at 2626
Broadway, a landmarked Upper West Side building, between West 99th
and West 100th streets in Manhattan.  It filed for Chapter 11
bankruptcy protection on September 3, 2010 (Bankr. S.D.N.Y. Case
No. 10-14731).  Arnold Mitchell Greene, Esq., at Robinson Brog
Leinwand Greene Genovese & Gluck, P.C., assists the Debtor in its
restructuring effort.  The Debtor estimated assets at $10 million
to $50 million and debts at $1 million to $10 million as of the
petition date.


612-618 WEST: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: 612-618 West 47th Street Partners LLC
        612-618 West 47th Street
        New York, NY 10036

Bankruptcy Case No.: 10-15540

Chapter 11 Petition Date: October 22, 2010

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

Judge: Stuart M. Bernstein

Debtor's Counsel: Jay Markowitz, Esq.
                  80-02 Kew Gardens Road, Suite 702
                  New York, NY 11415
                  Tel: (718) 468-0068
                  Fax: (718) 261-5776
                  E-mail: jsmarkow@aol.com

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

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

The list of unsecured creditors filed together with its petition does
not contain any entry.

The petition was signed by Abram Tony Sabo, member.


7 STAR: Voluntary Chapter 11 Case Summary
-----------------------------------------
Debtor: 7 Star LLC.
          dba Royal Delta Inn
          aka Sukhdev S. Sandhu
        1040 N. Lincoln Way
        Galt, CA 95632

Bankruptcy Case No.: 10-48285

Chapter 11 Petition Date: October 26, 2010

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

Judge: Christopher M. Klein

Debtor's Counsel: Mikalah R. Liviakis, Esq.
                  1024 Iron Point Road
                  Folsom, CA 95630
                  Tel: (916) 357-6696

Scheduled Assets: $1,500,802

Scheduled Debts: $2,481,332

The list of unsecured creditors filed together with its petition
does not contain any entry.

The petition was signed by Sukhdev S. Sandhu, operating manager.


ABBY NORMAL: Case Summary & 3 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Abby Normal, LLC
        4558 Sherman Oaks Ave., 2nd Floor
        Sherman Oaks, CA 91403

Bankruptcy Case No.: 10-23417

Chapter 11 Petition Date: October 22, 2010

Court: United States Bankruptcy Court
       Central District Of California (San Fernando Valley)

Judge: Geraldine Mund

Debtor's Counsel: Lewis R. Landau, Esq.
                  LEWIS R. LANDAU ATTORNEY AT LAW
                  23564 Calabasas Rd Ste 104
                  Calabasas, CA 91302
                  Tel: (888) 822-4340
                  Fax: (888) 822-4340
                  E-mail: lew@landaunet.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 three largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/cacb10-23417.pdf

The petition was signed by Jeff Katofsky, manager.


ACCENTIA BIOPHARMACEUTICALS: Wins Confirmation of Ch. 11 Plan
-------------------------------------------------------------
Accentia Biopharmaceuticals, Inc., disclosed that hearing held on
October 27, 2010, the Company's Plan of Reorganization was
confirmed by the U.S. Bankruptcy Court for the Middle District of
Florida, Tampa Division.  Accentia is scheduled to emerge from
Chapter 11 as a fully restructured company by mid-November 2010.

As confirmed, the Plan of Reorganization restructures Accentia's
consolidated balance sheet by reducing outstanding debt,
restructuring debt payment obligations and reducing operating
expenses.  Under the Plan, stockholders retain their common
shares. An important part of the confirmed restructuring is a $7
million financing announced earlier this week by our majority-
owned subsidiary, Biovest International, Inc..

Accentia's President and General Counsel, Mr. Samuel S. Duffey,
commented, "The confirmation of Accentia's Plan of Reorganization,
together with the confirmation of the Plan of Reorganization for
Biovest, represents the completion of the financial and business
restructuring that, I believe, is critical to maximizing the
opportunities represented by our long-term strategic growth plans.
This complex process that began two years ago was executed with
precision by our management team and consulting professionals. As
a result of our efforts, Accentia is now better positioned to
pursue the development of Revimmune as a potential treatment for
autoimmune disease, while we also stand to benefit significantly
from the ongoing advancement of BiovaxID, a personalized cancer
vaccine being developed by Biovest for the treatment of non-
Hodgkin's lymphoma.  We thank our employees, creditors,
stockholders and investors for their support throughout the
Chapter 11 process."

                About Accentia Biopharmaceuticals

Headquartered in Tampa, Florida, Accentia Biopharmaceuticals, Inc.
(OTCQB: "ABPIQ") is committed to making the autoimmune disease
therapy, RevimmuneT, available to patients as a comprehensive
system of care and drug regimen designed for the treatment of
autoimmune diseases.

Accentia also holds a majority-ownership stake in Biovest
International, Inc. (OTCQB: "BVTI"). Biovest, in collaboration
with the National Cancer Institute, has developed a patient-
specific cancer vaccine, BiovaxID(R), which has demonstrated
statistically significant Phase III clinical benefit in follicular
non-Hodgkin's lymphoma by prolonging disease-free survival in
patients treated with BiovaxID as compared to a control group.
Based on positive Phase II and Phase III results, Biovest is
currently preparing to seek U.S. and international approvals.

Additionally, Accentia's wholly-owned subsidiary, Analytica
International, based in New York City, is a global research and
strategy consulting firm that provides professional services to
the pharmaceutical and biotechnology industries. Since 1997,
Analytica has expertly directed research studies and projects,
including traditional health economic modeling projects, database
studies, structured reviews, heath technology assessments,
reimbursement analyses, and value dossiers.

For further information, please visit: http://www.Accentia.net


ADVENTURE ENTERTAINMENT: Case Summary & 20 Largest Unsec Creditors
------------------------------------------------------------------
Debtor: Adventure Entertainment, Inc.
        dba Movie Starz Video
        dba Movie Starz
        dba Movie Starz Video DVD Outlet
        101 Mountain Avenue
        Roanoke, VA 24016

Bankruptcy Case No.: 10-72517

Chapter 11 Petition Date: October 21, 2010

Court: United States Bankruptcy Court
       Western District of Virginia (Roanoke)

Judge: William F. Stone Jr.

Debtor's Counsel: Andrew S. Goldstein, Esq.
                  MAGEE GOLDSTEIN LASKY & SAYERS, P.C.
                  P.O. Box 404
                  Roanoke, VA 24003
                  Tel: (540) 343-9800
                  E-mail: agoldstein@mglspc.com

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

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

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/vawb10-72517.pdf

The petition was signed by Mark E. Tozier, president.


ALGENON ASHFORD: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Algenon Ashford
        15209 Johnstone Lane
        Bowie, MD 20721

Bankruptcy Case No.: 10-34559

Chapter 11 Petition Date: October 27, 2010

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

Judge: Thomas J. Catliota

Debtor's Counsel: Bennie R. Brooks, Esq.
                  BENNIE BROOKS, P.C.
                  8201 Corporate Drive, Suite 260
                  Landover, MD 20785
                  Tel: (301) 731-4160
                  Fax: (301) 731-0897
                  E-mail: bbrookslaw@aol.com

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

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

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


AMERICAN SAFETY: Files Schedules of Assets and Liabilities
----------------------------------------------------------
American Safety Razor Company, LLC, filed with the U.S. Bankruptcy
Court for the District of Delaware its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                $7,462,070
  B. Personal Property          $196,983,746
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                              $428,201,814
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                      $102,607,287
                                 -----------      -----------
        TOTAL                   $204,445,816     $530,809,101

Debtor-affiliates also filed their schedules, disclosing:

   * American Safety Razor Corporation - $0 in assets and
     $422,525,014 in liabilities.

   * Megas Beauty Care, Inc. - $0 in assets and $422,525,014 in
     liabilities.

   * ASR Holdings, Inc. - $0 in assets and $422,525,014 in
     liabilities.

   * RSA Holdings Corp. of Delaware - $0 in assets and
     $482,478,340 in liabilities.

                       About American Safety

American Safety Razor Company, LLC, doing business as Personna
American Safety Razor, manufactures private-label shaving razors
and blades.  ASR also makes and distributes blades and bladed hand
tools for a variety of industrial uses and specialty industrial
and medical blades.  The Company has roots going back to 1875.

American Safety, along with affiliates, sought Chapter 11 relief
(Bankr. D. Del. Case No. 10-12351) on July 28, 2010.  Mark
J. Thompson, Esq., and Morris J. Massel, Esq., at Simpson Thacher
& Bartlett LLP, serve as bankruptcy attorneys.  Howard A. Cohen,
Esq., at Drinker Biddle & Reath LLP, is co-counsel.  In addition,
Lazard Middle Market LLC is the investment banker and Kurtzman
Carson Consultants LLC is the claims and notice agent.  American
Safety estimated assets at $100 million to $500 million and debts
at $500 million to $1 billion in its Chapter 11 petition.


AMERICAN SAFETY: InterPack Industries Resigns, Committee Amended
----------------------------------------------------------------
Roberta A. DeAngelis, U.S. Trustee for Region 3, said InterPack
Industries has resigned from the official committee of unsecured
creditors in the Chapter 11 cases of American Safety Razor
Company, LLC, et al.

The Creditors Committee now consists of:

1. Pension Benefit Guaranty Corporation
   Attn: Craig Yamaoka
   1200 K Street, NW
   Washington, DC 20005
   Tel: (202) 326-4000 extn. 3614
   Fax: (202) 842-2643

2. Total Petrochemicals USA, Inc.
   Attn: Joel Anderson
   1201 Louisiana Street, Suite 1800
   Houston, TX 77002
   Tel: (713) 483-5271
   Fax: (713) 483-5759

3. PolyOne Corporation
   Attn: Woodrow W. Ban
   33587 Walker Road
   Avon Lake, OH 44012
   Tel: (440) 930-1000
   Fax: (440) 930-3830

4. Midwest Color
   Attn: Lloyd A. Watt
   50 Francis Street
   Leominster, MA 01453
   Tel: (978) 537-3535
   Fax: (978) 537-4224

5. Entec Polymers
   Attn: Carlos Rivera
   1900 Summit Tower Blvd., No. 900
   Orlando, FL 32810
   Tel: (407) 659-5203
   Fax: (407) 659-5395

6. Cauthorne Paper Co.
   Attn: John Lewis
   P.O. Box 1536
   Ashland, VA 23005
   Tel: (804) 798-6999
   Fax: (804) 798-6466

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 American Safety

American Safety Razor Company, LLC, doing business as Personna
American Safety Razor, manufactures private-label shaving razors
and blades.  ASR also makes and distributes blades and bladed hand
tools for a variety of industrial uses and specialty industrial
and medical blades.  The Company has roots going back to 1875.

American Safety, along with affiliates, sought Chapter 11 relief
(Bankr. D. Del. Case No. 10-12351) on July 28, 2010.  Mark
J. Thompson, Esq., and Morris J. Massel, Esq., at Simpson Thacher
& Bartlett LLP, serve as bankruptcy attorneys.  Howard A. Cohen,
Esq., at Drinker Biddle & Reath LLP, is co-counsel.  In addition,
Lazard Middle Market LLC is the investment banker and Kurtzman
Carson Consultants LLC is the claims and notice agent.  American
Safety disclosed $204,445,816 in assets and $530,809,101 in
liabilities.


AMERICANWEST BANCORPORATION: Files for Chapter 11 to Sell Bank
--------------------------------------------------------------
AmericanWest Bancorporation to facilitate its previously disclosed
plan to sell and recapitalize AmericanWest Bank, voluntarily filed
a Chapter 11 petition in the U.S. Bankruptcy Court for the Eastern
District of Washington.

The filing affects only the Holding Company and excludes the Bank.
The Bank has 58 financial centers, which are continuing to operate
as before under the names of AmericanWest Bank in Washington and
Northern Idaho and Far West Bank in Utah.

"Throughout this process, the Bank will continue to provide
customers with the same great service they have come to expect.
Customers will have full access to their accounts and the Bank's
other services," said Pat Rusnak, President & CEO of AmericanWest
Bancorporation.  "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."

"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 is asking the Court to approve a competitive
bidding process to sell and recapitalize the Bank under Section
363 of the Bankruptcy Code.  Consistent with this process, the
Court will consider qualified bids in order to determine that the
sale is completed at the best price and terms for creditors and
shareholders.  The Holding Company has petitioned the Court to
expedite this process and expects the transaction will be
completed by the end of this year.

In anticipation of this process, the Holding Company entered into
an Asset Purchase Agreement with SKBHC Holding LLC, a private
investor led by experienced banking professionals, and an
affiliated entity.  The APA provides that SKBHC will purchase,
through the bankruptcy process, all of the common stock of the
Bank, and recapitalize the Bank. The APA, which will be submitted
to the Court for review, was announced by the Holding Company on
October 27.  Under the APA, SKBHC will buy the common stock of the
Bank for $6.5 million.  If SKBHC is the successful bidder, the APA
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.
Closing of this transaction is subject to regulatory as well as
Court approval.

The proposed recapitalization transaction by SKBHC will enable the
Bank to emerge as a "well-capitalized" institution. The Bank has
been required by its federal regulator, the FDIC, to raise
significant additional capital.  The Bank believes the capital
raise is the last major action that the Bank has yet to complete
in order to comply with an Order to Cease and Desist from the
FDIC, which was announced by the Holding Company on May 15, 2009.

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 intends to liquidate through the Chapter 11
bankruptcy proceeding once the sale and recapitalization of the
Bank are completed.  The U.S. Bankruptcy Code provides that a
liquidating company's assets are allocated first to creditors, on
the basis of seniority, and then to shareholders.  At the time of
the filing, the Holding Company reported that it had liabilities
of approximately $47.4 million, consisting almost entirely of
junior subordinated debentures.  The Holding Company anticipates
that, even after receiving proceeds from the sale of the Bank and
paying the costs associated with the bankruptcy proceeding, it
will not have sufficient assets to pay creditors in full. The
Holding Company believes it is unlikely shareholders will receive
any proceeds from the liquidation.

To ensure the Holding Company has sufficient cash to operate until
the completion of the bankruptcy proceedings, the Holding Company
has filed first-day motions requesting Court approval of a
financing facility for the Holding Company.  Upon approval by the
Bankruptcy Court, the proposed debtor-in-possession loan
agreement, which was executed by the Holding Company and SKBHC
concurrently with the filing of the Chapter 11 petition today,
would provide a financing facility for up to $2 million, which the
Holding Company can use to meet its working capital requirements.
Any amounts outstanding under this financing facility are
scheduled to become payable on December 12, 2010, subject to
extension to December 27, 2010 upon written request by the Holding
Company and satisfaction of certain conditions.

"We have explored many options over the past two years and believe
this is the only effective way to recapitalize the Bank, so that
it can grow as a viable competitor in our communities," said Mr.
Rusnak.

                  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.

AmericanWest Bancorporation estimated assets of $1 million to
$10 million and debts of $10 million to $50 million in its Chapter
11 petition.  The estimates exclude the bank's assets and debt.

In its latest Form 10-Q filed with the Securities and Exchange
Commission, AmericanWest Bancorporation reported consolidated
assets -- including its bank unit's -- of $1.536 billion and
consolidated debts of $1.538 billion as of Sept. 30, 2010.


AMERICANWEST BANCORPORATION: Voluntary Chapter 11 Case Summary
--------------------------------------------------------------
Debtor: AmericanWest Bancorporation
        41 W. Riverside Avenue, Suite 300
        Spokane, WA 99201

Bankruptcy Case No.: 10-06097

Type of Business: 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.

Chapter 11 Petition Date: October 28, 2010

Bankruptcy Court:  U.S. Bankruptcy Court
                   Eastern District of Washington (Spokane/Yakima)

Bankruptcy Judge:  Patricia C Williams

Debtor's Counsel: Christopher M. Alston, Esq.
                  Dillon E. Jackson, Esq.
                  FOSTER PEPPER SHEFELMAN PLLC
                  1111 Third Avenue
                  Suite 3400
                  Seattle, WA 98101
                  Tel.: (206) 447-2906
                  Fax : (206) 749-1904
                  Email: alstc@foster.com

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

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

* AmericanWest Bancorporation's estimates exclude its banking
unit's assets and debts.  In its latest Form 10-Q filed with the
Securities and Exchange Commission, AmericanWest Bancorporation
reported consolidated assets -- including its bank unit's -- of
$1.536 billion and consolidated debts of $1.538 billion as of
Sept. 30, 2010.

The petition was signed by Jay B. Simmons, executive vice
president, general counsel and secretary.


AMF MARINA: Case Summary & 9 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: AMF Marina LTD
        dba Snapper Marina
        4139 Shoal Line Blvd.
        Spring Hill, FL 34607

Bankruptcy Case No.: 10-25822

Chapter 11 Petition Date: October 27, 2010

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

Judge: Caryl E. Delano

Debtor's Counsel: David W. Steen, Esq.
                  DAVID W STEEN, P.A.
                  13902 N. Dale Mabry Hwy., Suite 110
                  Tampa, FL 33618
                  Tel: (813) 251-3000
                  Fax: (813) 251-3100
                  E-mail: dwsteen@dsteenpa.com

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

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

A list of the Company's nine largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/flmb10-25822.pdf

The petition was signed by Joseph Ambrose, general partner.


ANDRES GARZA: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Joint Debtors: Andres Garza
               Cynthia Garza
               5050 Hawk Hollow Dr. E.
               Bath, MI 48808

Bankruptcy Case No.: 10-12753

Chapter 11 Petition Date: October 26, 2010

Court: United States Bankruptcy Court
       Western District of Michigan (Grand Rapids)

Judge: Jeffrey R. Hughes

Debtor's Counsel: Charles R. Cuzydlo, Esq.
                  CUZYDLO LAW GROUP PLLC
                  2193 Association Drive, Suite 200
                  Okemos, MI 48864
                  Tel: (517) 853-3962
                  Fax: (517) 853-6784
                  E-mail: CRC@cuzydlolaw.com

Scheduled Assets: $529,502

Scheduled Debts: $1,117,747

A list of the Joint Debtors' 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/miwb10-12753.pdf

The petition was signed by the Joint Debtors.


ARIEL WAY: Working on Business Plan, Return to OTCCB Trading
------------------------------------------------------------
Arne Dunhem, president and chief executive officer of Ariel Way
Inc., said in a letter to shareholders that the Company is active
working on revising and upgrading its business plan, and it
believes it has a strong opportunity in the business of technology
enable multimedia communications services.

Mr. Dunhem said the Company is working on:

   * Returning to full OTCBB trading by becoming fully SEC
     compliant after filing outstanding quarterly and annual
     reports;

   * Improving the Company's financials and balance sheet by
     working out certain settlements with various creditors to
     reduce outstanding debt and liabilities and improving the
     Company's capitalization structure for future growth;

   * Further strengthening the Company's operational and financial
     management team;

   * Up-dating the Company's Web-site and introducing new media
     technologies.

Mr. Dunhem said, "Critical is to bring solid business back to the
Company and we intend to have active discussions with potential
strategic acquisition opportunities that we believe could provide
for solid consolidated revenue and earnings results.  We still
have a positive relationship with the Syrei management team and
owners, while the Lime Truck owners had some internal management
problems and we decided, at least for now, not to further pursue a
transaction with them."

This is the first Securities and Exchange Commission filing by the
Company since December 2008.

                        Going Concern Doubt

Ariel Way Inc.'s consolidated balance sheet at June 30, 2008,
showed $159,929 in total assets, $1,289,391 in total
liabilities, and a $1,129,462 total stockholders' deficit.

Bagell, Josephs, Levine & Company, LLC, in Marlton, N.J.,
expressed substantial doubt about Ariel Way Inc.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements for the year ended Sept. 30,
2007.  The auditing firm said that the company did not generate
sufficient cash flows from revenues during the year ended
Sept. 30, 2007, to fund its operations.  Also at Sept. 30, 2007,
the company had negative net working capital of $2,554,341.

                         About Ariel Way

Based in Vienna, Va., Ariel Way Inc. (OTC BB: AWYI) --
http://www.arielway.com/-- is a technology and services company
for highly secure global communications, multimedia and digital
signage solutions and technologies.  The company is focused on
developing innovative and secure technologies, acquiring and
growing profitable advanced technology companies and global
communications service providers and creating strategic alliances
with companies in complementary product lines and service
industries.


BANNERMAN HOLDINGS: Settles With SunTrust Bank to Satisfy Debt
--------------------------------------------------------------
Wayne Faulkner at StarNews Online reports that a federal
bankruptcy judge approved a plan of Bannerman Holdings LLC to turn
over 11 of 15 unsold condominiums in the downtown Bannerman
Station development and an adjacent parking lot, in Downtown
Wilmington, North Carolina in order to satisfy its debt to
SunTrust Bank.

According to the judge, parking lot and the condos satisfied
the Atlanta-based bank's claim against Bannerman Holdings of
$4.64 million.  The judge said the settlement exceeded SunTrust's
claim by $137,000.  SunTrust had reduced its claim to that amount
from $4.8 million.

Based in Wilmington, North Carolina, Bannerman Holdings LLC filed
for Chapter 11 bankruptcy protection on Feb. 12, 2010 (Bankr. E.D.
N.C. Case No.: 10-01053).  Judge Stephani W. Humrickhouse presides
over the case.  George M. Oliver, Esq., at Oliver & Friesen, PLLC,
represents the Debtor in its restructuring effort.  In its
schedules, the Debtor disclosed assets of $8,394,190 and debts of
$5,387,116.


BANNING LEWIS: Files for Chapter 11 in Delaware
-----------------------------------------------
Banning Lewis Ranch Co. filed for Chapter 11 bankruptcy protection
from creditors on October 28 (Bankr. D. Del. Case No. 10-13445).

Banning Lewis Ranch is a master-planned community in Colorado
Springs, Colorado.  The first section built, the 350-acre
Northtree Village, opened in September 2007 and will have 1,000
homes priced from the high $100,000s to the mid-$300,000s.

Banning Lewis Ranch estimated assets of $50 million to $100
million and debts of $100 million to $500 million in its
Chapter 11 petition.

An affiliate, Banning Lewis Ranch Development I & II, LLC, also
filed for Chapter 11 (Bankr. D. Del. Case No. 10-13446).

Barry P. Marcus, senior vice president of Greenfield BLR Partners,
L.P., signed the Chapter 11 petitions for the Banning Lewis
entities.

Kevin Scott Mann, Esq., at Cross & Simon, LLC, serves as counsel
to the Debtors.  Edward A. Phillips of Eisner Amper LLP will be
retained as chief restructuring officer of the Company.

Michael Bathon at Bloomberg News relates that more than 35
homebuilders and developers have filed for bankruptcy protection
since 2007 when the housing market collapsed, including
billionaire Carl Icahn's WCI Communities Inc. and Tousa Inc.

Mr. Bathon adds U.S. new-home sales have fallen from a rate of
891,000 a year in January 2007 to 307,000 as of Sept. 30,
according to Bloomberg data.  In the Midwest, home sales fell from
a 165,000 annual rate in January 2007 to 53,000 in September.


BANNING LEWIS: Case Summary & 6 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: The Banning Lewis Ranch Company, LLC
        4100 MacArthur Blvd.
        Suite 100
        Newport Beach, CA 92660

Bankruptcy Case No.: 10-13445

Type of Business: The Banning Lewis Ranch Company, LLC, owns
                  the 21,400-acre ranch that stretches from
                  Woodmen Road to Fontaine Boulevard between
                  Marksheffel and Meridian roads.

Chapter 11 Petition Date: October 28, 2010

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

Bankruptcy Judge: Kevin J. Carey

Debtor's Counsel: Kevin Scott Mann, Esq.
                  Cross & Simon, LLC
                  913 N. Market Street, 11th Floor
                  P.O. Box 1380
                  Wilmington, DE 19899-1380
                  Tel.: (302) 777-4200
                  Fax : (302) 777-4224
                  Email: kmann@crosslaw.com

Debtor's
Chief
Restructuring
Officer        : Edward A. Phillips
                 EISNERAMPER LLP

Estimated Assets: $50 million to $100 million

Estimated Debts : $100 million to $500 million

The petition was signed by Barry Marcus, authorized
representative.

Debtor's List of 6 Largest Unsecured Creditors:

Entity/Person                    Nature of Claim      Claim Amount
-------------                    ---------------      ------------
KeyBank National Association     Bank Loan            $65,593,000
1200 Abernathy Road NE
Suite 1550
Atlanta, GA 30328

Greenfield BLR Partners, L.P.    Loan                 $70,032,216
c/o Greenfield Partners, LLC
50 North Water Street
South Norwalk, CT 06854

Farallon BLR Investors, LLC      Loan                 $35,006,407
c/o Farallon Capital
Management, L.L.C.
One Maritime Plaza
Suite 1325
San Francisco, CA 94111

Greenfield BLR Partners, L.P.    Loan                 $24,071,839

Farallon BLR Investors, LLC      Loan                 $12,035,916

Banning Lewis Ranch                                   $35,704,665


BLACKSTONE DIAMOND: Faces Involuntary Chapter 7 Petition
--------------------------------------------------------
Laura Mortkowitz, writing for Crain's New York Business, reports
that Bluestar Inc., Milistar (N.Y.) Inc., and Diamond Company of
N.Y. Inc. have filed an involuntary Chapter 7 bankruptcy petition
to force Blackstone Diamond & Fine Jewelry to close shop and
liquidate its assets.  The creditors are owed more than $55,000,
Crain's says.

Crain's says Hiten Icecreamwala, listed in state records as the
owner of Blackstone Diamond, could not be reached for comment.


BANNING LEWIS: Case Summary & 6 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: The Banning Lewis Ranch Company, LLC
        4100 MacArthur Blvd.
        Suite 100
        Newport Beach, CA 92660

Bankruptcy Case No.: 10-13445

Type of Business: The Banning Lewis Ranch Company, LLC, owns
                  the 21,400-acre ranch that stretches from
                  Woodmen Road to Fontaine Boulevard between
                  Marksheffel and Meridian roads.

Chapter 11 Petition Date: October 28, 2010

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

Bankruptcy Judge: Kevin J. Carey

Debtor's Counsel: Kevin Scott Mann, Esq.
                  Cross & Simon, LLC
                  913 N. Market Street, 11th Floor
                  P.O. Box 1380
                  Wilmington, DE 19899-1380
                  Tel.: (302) 777-4200
                  Fax : (302) 777-4224
                  Email: kmann@crosslaw.com

Debtor's
Chief
Restructuring
Officer        : Edward A. Phillips
                 EISNERAMPER LLP

Estimated Assets: $50 million to $100 million

Estimated Debts : $100 million to $500 million

The petition was signed by Barry Marcus, authorized
representative.

Debtor's List of 6 Largest Unsecured Creditors:

  Entity/Person                  Nature of Claim      Claim Amount
  -------------                  ---------------      ------------
KeyBank National Association     Bank Loan            $65,593,000
1200 Abernathy Road NE
Suite 1550
Atlanta, GA 30328

Greenfield BLR Partners, L.P.    Loan                 $70,032,216
c/o Greenfield Partners, LLC
50 North Water Street
South Norwalk, CT 06854

Farallon BLR Investors, LLC      Loan                 $35,006,407
c/o Farallon Capital
Management, L.L.C.
One Maritime Plaza
Suite 1325
San Francisco, CA 94111

Greenfield BLR Partners, L.P.    Loan                 $24,071,839

Farallon BLR Investors, LLC      Loan                 $12,035,916

Banning Lewis Ranch                                   $35,704,665


BEAR STEARNS FUNDS: Cioffi & Tannin Want Brian Sano Disqualified
----------------------------------------------------------------
Matthew Tannin and Ralph Cioffi ask the U.S. District Court for
the Eastern District of New York to disqualify Brian Sano, Esq.,
from acting as trial counsel.

In a letter dated May 25, 2010, the U.S. Securities and Exchange
Commission stated its intention to have Mr. Sano, who was a
Special Assistant United States Attorney in the criminal case,
join the SEC trial team by June 5, 2010.

If, and only if, the Government can meet its burden of
demonstrating a particularized need for Mr. Sano's disclosure of
grand jury information to the Securities and Exchange Commission,
then the government should disclose to the defense all grand jury
materials relating to the government's case against Messrs.
Cioffi and Tannin, including transcripts of grand jury testimony
and FBI and attorney notes of witness proffers and witness
interviews, for use in the SEC's case gains Messrs. Cioffi and
Tannin, Nina M. Beattie, Esq., at Brune & Richard LLP, in New
York, Mr. Tannin's counsel, argues.

According to the SEC, the Court had "expressly removed" any
impediment to having Mr. Sano work on the SEC civil case by
pursuant to an order granting the government's application to
disclose to the SEC certain limited grand jury material.
However, Ms. Beattie disagrees.

The Court's Order does not even mention Mr. Sano, much less
"expressly" authorize him to join the SEC case, Ms. Beattie
argues.  She points out that the Court's Order only granted the
government's application to provide to the SEC limited grand jury
materials that already had been disclosed to defendants in the
criminal case on the ground that it was necessary to level the
playing field in the SEC case.

Having Mr. Sano join the trial team in the civil SEC case,
however, would be tantamount to a complete disclosure to the SEC
of all materials and information subject to grand jury secrecy in
the criminal case, Ms. Beattie argues.  She adds that far from
leveling the playing field, absent disqualification or
disclosure, the result would be a substantial and improper
information imbalance leading to substantially more unfairness
than what the government described in its application.

The only way to overcome the prejudicial and unfair advantage
that Mr. Sano would bring to the SEC case if he were allowed to
participate in the trial and communicate with the other SEC
attorneys would be to provide the defendants with access to every
piece of grand jury information that Mr. Sano obtained by virtue
of his role as a special prosecutor, Ms. Beattie asserts.

Accordingly, to the extent the SEC wishes to have Mr. Sano as
part of its civil litigation team notwithstanding his obligation
to maintain grand jury secrecy, the Defendants are entitled to
the full range of grand jury information Mr. Sano reviewed,
discussed, or accessed.  The information includes FBI and
attorney notes of all witness or subject interviews and all grand
jury transcripts that were not previously disclosed.

                      Government Responds

The Government asserts that the Defendants' Request is without
merit and should be denied.

Loretta E. Lynch, Esq., the United States Attorney, contends that
although Mr. Sano reviewed the contents of the documents that
were the subject of the Order, like the telephone records and the
grand jury transcripts of Warren Spector, Richard Marin and Adam
Kugler, he was never physically present in the grand jury.

Mr. Sano was not appointed as a SAUSA in the EDNY until June 1,
2009, almost a full year after the defendants were indicted, Ms.
Lynch notes.

The Defendants offer no legal authority to support their demand
that if Mr. Sano is allowed to participate in the SEC case, they
should be permitted wholesale discovery of all grand jury
materials and numerous other documents, Ms. Lynch points out.
She says that at best, the defendants are entitled to the
materials that the government disclosed to Mr. Sano and the SEC,
which they already have.

"Certainly, the Defendants should not be permitted to use this
baseless motion to disqualify SEC counsel as a means to obtain
materials that they were not entitled to discover in the criminal
case," Ms. Lynch asserts.

Ms. Lynch further argues that the Defendants are not entitled to
wholesale disclosure of all grand jury materials and the many
other items they demand simply because Mr. Sano has been assigned
by the SEC to be part of the litigation team.

For these reasons, the Government asks the Court to deny the
Defendants' Request.

                  Defendants Withdraw Request

Ms. Beattie notifies the Court that the Defendants have withdrawn
their request concerning the participation of Mr. Sano in the SEC
Case.

In a letter addressed to the Court, Ms. Beattie says "while we
continue to disagree with the government and the SEC concerning
the substantive issues in our motion, including the scope of Rule
6(e), we are pleased to have resolved the matter with the SEC
without need for further litigation."

           Case Management Plan & Scheduling Order

Judge Frederic Block of the U.S. District Court for the Eastern
District of New York sets these dates for further discovery in
the criminal cases filed against Matthew Tannin and Ralph Cioffi:

    10/31/2010   -- Deadline for service of additional
                    interrogatories, including contention
                    interrogatories

    11/15/2010   -- Deadline for service of requests to admit

    12/15/2010   -- Completion of all fact discovery and
                    deposition

    4/15/2011    -- Completion of all expert discovery

Messrs. Tannin and Cioffi were former fund managers of the Bear
Stearns High-Grade Structured Credit Strategies Enhanced Leverage
Master Fund, Ltd., and Bear Stearns High-Grade Structured Credit
Enhanced Leverage Master Fund, Ltd.  Mr. Cioffi served as former
senior portfolio manager and founder of the Funds and Mr. Tannin
served as former portfolio manager of the Funds.

                        About Bear Stearns

New York City-based The Bear Stearns Companies Inc. (NYSE: BSC)
-- http://www.bearstearns.com/-- was a financial services firm
serving governments, corporations, institutions and individuals
worldwide.  The investment bank collapsed in 2008 and was sold in
a distressed sale to JPMorgan Chase in a transaction backed by the
U.S. government.

Grand Cayman, Cayman Islands-based Bear Stearns High-Grade
Structured Credit Strategies Enhanced Leverage Master Fund Ltd.
and Bear Stearns High-Grade Structured Credit Strategies Master
Fund Ltd. were open-ended investment companies, which sought high
income and capital appreciation relative to the London Interbank
Offered Rate, and designed for long-term investors.  On July 30,
2007, the Funds filed winding up petitions under the Companies Law
of the Cayman Islands.  Simon Lovell Clayton Whicker and Kristen
Beighton at KPMG were appointed joint liquidators.  The joint
liquidators filed for Chapter 15 petitions before the U.S.
Bankruptcy Court for the Southern District of New York the next
day.  On August 30, 2007, the Honorable Burton R. Lifland denied
the Funds protection under Chapter 15 of the Bankruptcy Code.


BEAR STEARNS FUNDS: Mark Longbottom Takes Over as Counsel
---------------------------------------------------------
Geoffrey Varga and William Cleghorn, in their capacity as Joint
Official Liquidators of Bear Stearns High-Grade Structured Credit
Strategies (Overseas) Ltd. and Bear Stearns High-Grade Structured
Credit Strategies Enhanced Leverage (Overseas) Ltd., submit an
unopposed request to substitute Mark Longbottom of Kinetic
Partners (Cayman) Ltd. as plaintiff in place of William Cleghorn
of Kinetic Partners LLP.

Mr. Cleghorn resigned as Joint Official Liquidator of the
Overseas Funds, by written notice to Geoffrey Varga, due to a
change in his status from a member to director at Kinetic
Partners.

The Grand Court of the Cayman Islands released Mr. Cleghorn from
the performance of any further duties as a Joint Official
Liquidator of the Overseas Funds, and appointed Mark Longbottom
of Kinetic Partners (Cayman) Ltd. as successor Joint Official
Liquidator.

Jordan W. Siev, Esq., at Reed Smith LLP, attorneys for the Joint
Official Liquidators, submitted an affirmation in support of the
Request.

                        About Bear Stearns

New York City-based The Bear Stearns Companies Inc. (NYSE: BSC)
-- http://www.bearstearns.com/-- was a financial services firm
serving governments, corporations, institutions and individuals
worldwide.  The investment bank collapsed in 2008 and was sold in
a distressed sale to JPMorgan Chase in a transaction backed by the
U.S. government.

Grand Cayman, Cayman Islands-based Bear Stearns High-Grade
Structured Credit Strategies Enhanced Leverage Master Fund Ltd.
and Bear Stearns High-Grade Structured Credit Strategies Master
Fund Ltd. were open-ended investment companies, which sought high
income and capital appreciation relative to the London Interbank
Offered Rate, and designed for long-term investors.  On July 30,
2007, the Funds filed winding up petitions under the Companies Law
of the Cayman Islands.  Simon Lovell Clayton Whicker and Kristen
Beighton at KPMG were appointed joint liquidators.  The joint
liquidators filed for Chapter 15 petitions before the U.S.
Bankruptcy Court for the Southern District of New York the next
day.  On August 30, 2007, the Honorable Burton R. Lifland denied
the Funds protection under Chapter 15 of the Bankruptcy Code.


BENJAMIN MCINNES: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Benjamin Lee McInnes
        1728 Wide Horizon Drive
        Franklin, NC 28734

Bankruptcy Case No.: 10-24829

Chapter 11 Petition Date: October 27, 2010

Court: United States Bankruptcy Court
       Northern District of Georgia (Gainesville)

Debtor's Counsel: Leslie M. Pineyro, Esq.
                  JONES AND WALDEN, LLC
                  21 Eighth Street, NE
                  Atlanta, GA 30309
                  Tel: (404) 564-9300
                  Fax: (404) 564-9301
                  E-mail: lpineyro@joneswalden.com

Scheduled Assets: $820,015

Scheduled Debts: $1,371,062

A list of the Debtor's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/ganb10-24829.pdf


BERRY PETROLEUM: Moody's Assigns 'B2' Rating to $300 Mil. Notes
---------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Berry Petroleum
Company's proposed $300 million senior unsecured notes due 2020.
Berry's Corporate Family Rating of B1 and stable outlook are not
affected by this action.

                        Ratings Rationale

Berry intends to use the proceeds of the note offering to reduce
borrowings under its senior secured revolving credit facility and
to finance its recently announced purchase of Wolfberry assets in
the Permian Basin for $175 million.

In total, Berry has acquired 19,350 acres in the Wolfberry Trend
in 2010 for an aggregate purchase price of $313 million.
According to Berry, this acreage position should provide a five
year inventory of drilling locations comprised of 400 oil wells
based on 40 acre spacing.  The series of acquisitions in the
Wolfberry Trend have created a significant foothold for Berry in
the oil-rich Permian Basin to complement its California oil
production.

"Despite spending a projected $640 million in 2010 on capital
expenditures and acquisitions, on the strength of its internally
generated cash flow and its first quarter 2010 equity issuance,
Moody's expect Berry will end the year with only $75 million of
incremental debt," said Stuart Miller, Moody's Senior Analyst.
"And with the resumption of drilling in its Diatomite project,
along with the highly prospective acreage that has been acquired
in the Permian Basin, arguably Berry is better positioned now than
it was a year ago despite its weakened leverage and finding and
development cost metrics."

Because the Wolfberry acquisition includes very little proved
reserves relative to the purchase price, it will have a negative
impact on Berry's leverage and finding and development cost
ratios.  Pro forma for the acquisition and the new senior notes,
Berry's leverage as measured by debt to average daily production
is projected to be approximately $33,000 per BOE.  This is a 10%
increase from the second quarter 2010 figure.  According to
Moody's E&P Industry Methodology Grid, this leverage maps to a Caa
credit profile.  However, this ratio must be viewed in light of
the long-life nature of Berry's reserves which have a proved
developed reserve half life of over 11 years.  Also, the
acquisition will push the company's F&D costs (all sources) to
approximately $12.79 per BOE.  While this is the highest level in
recent memory for Berry, the F&D cost ratio is still lower than
most of Berry's B1 CFR rated peers.

The senior note offering will improve Berry's already strong
liquidity position by $200 million to over $700 million after
taking into account the automatic reduction in the borrowing base
triggered by the notes' issuance.  Moody's projections for 2011
EBITDAX show a minimum of 30% cushion to remain in compliance with
its financial covenants.

A positive rating action is unlikely to occur before the Company
reduces leverage as measured by the ratio of debt to average daily
production to no more than $20,000 per BOE which would require a
50% increase in production or a significant reduction in debt.
Alternatively, a negative action could occur if F&D costs continue
to rise or if there is a large debt financed acquisition of non-
proved developed reserves.

Berry Petroleum Company, based in Denver, Colorado, is an
independent energy company engaged in the exploration,
development, production, acquisition, and exploitation of crude
oil and natural gas.  The Company's reserves and production are
located in California, Colorado, Texas, and Utah.  Berry's
reserves are weighted towards oil production (65%) with a
concentration in steam-flooded, heavy oil production in the San
Joaquin Valley in California.


BERRY PETROLEUM: S&P Assigns 'BB-' Rating to $300 Mil. Notes
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' issue-level
rating (the same as the corporate credit rating) to Berry
Petroleum Co.'s proposed $300 million senior unsecured notes.  S&P
assigned a recovery rating of '3' to this debt, indicating
expectations of meaningful (50%-70%) recovery in a payment
default.  Berry will use proceeds from the new notes to finance
its recently announced $180 million Wolfberry acquisition and pay
down borrowings outstanding under its revolving credit facility.

"In S&P's view, the acquisition increases Berry's oil exposure and
hence enhances the business profile of the company.  S&P think
that in spite of the additional debt on the balance sheet the
company's debt to EBITDAX metrics will likely remain within 3x,"
said Standard & Poor's credit analyst Aniki Saha-Yannopoulos.  The
corporate credit rating on Berry is 'BB-' and the outlook is
stable.  The ratings on Berry Petroleum Co. reflect its
comparatively high operating costs due to its heavy oil
operations; highly leveraged capital structure; concentrated
reserve base; and its capital-intensive operations in a volatile
industry.  The ratings also reflect the relatively low-risk nature
of the company's reserve base, competitive finding and development
costs, large hedge book, and higher proportion of oil production
compared to natural gas.

                           Rating List

                       Berry Petroleum Co.

      Corporate Credit Rating                 BB-/Stable/--

                         Rating Assigned

                       Berry Petroleum Co.

           $300 Mil. Sr. Unsec. Notes              BB-
             Recovery Rating                       3


BILLY UNDERWOOD: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Joint Debtors: Billy Craig Underwood
               Rinda Lynn Underwood
               P.O. Box 2587
               Rogers, AR 72757

Bankruptcy Case No.: 10-75668

Chapter 11 Petition Date: October 27, 2010

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

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

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

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

A list of the Joint Debtors' 20 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/arwb10-75668.pdf


BIOVEST INT'L: Wins Confirmation of Plan of Reorganization
----------------------------------------------------------
Biovest International, Inc., disclosed that at a hearing held on
October 27, 2010, the Company's Plan of Reorganization was
confirmed by the U.S. Bankruptcy Court for the Middle District of
Florida, Tampa Division. Biovest is scheduled to emerge from
Chapter 11 as a fully restructured company by mid-November 2010.

As confirmed, the Plan of Reorganization restructures Biovest's
balance sheet by reducing outstanding debt, rescheduling debt
payment obligations and reducing operating expenses.  Under the
Plan, stockholders retain their common shares.  An important part
of the confirmed restructuring is a $7 million financing which was
announced earlier this week, proceeds of which are to be used in
part to support the advancement of BiovaxID(R), an autologous
active immunotherapy (personalized cancer vaccine) for the
treatment of certain B-cell lymphomas. Confirmation also finalizes
structural changes to certain agreements including the reduction
of the outstanding royalty on BiovaxID sales from 35% to 6.30%,
thus expected to enhance Biovest's commercial and partnering
opportunities.

Biovest's President and General Counsel, Mr. Samuel S. Duffey,
commented, "Confirmation of our Plan of Reorganization is a major
accomplishment as both Biovest and our stakeholders stand to
benefit enormously as we execute long-term strategic plans to
bring our products to market and serve those patients in need.
While the financial restructuring reflected in our confirmed Plan
is of obvious significance, we also made major changes by
restructuring our product development team, data management &
analysis systems, regulatory affairs and business development with
results that we expect will soon be reflected by a series of
significant milestones.  While Biovest is committed to the
advancement of BiovaxID and to becoming a leader in the
development of personalized cancer vaccines, we also expect
contributing growth to be generated by building our hollow fiber
instruments business and by adding important new biotechnology
opportunities.  It is with great appreciation that we thank our
employees, creditors, stockholders and investors for their support
throughout the Chapter 11 process."


                  About Biovest International

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

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

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

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

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


BLAKE'S VENTURES: Case Summary & 9 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Blake's Ventures, Inc.
        dba The Blakes Inn
        fdba Tropical Shores Apartments
        550 Corey Avenue
        St. Pete Beach, FL 33706

Bankruptcy Case No.: 10-25799

Chapter 11 Petition Date: October 27, 2010

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

Judge: K. Rodney May

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

Scheduled Assets: $767,400

Scheduled Debts: $1,137,962

A list of the Company's nine largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/flmb10-25799.pdf

The petition was signed by Suzanne Ferry, president.

Debtor-affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Blake's Double D., Inc.                10-19606    08/16/10


BLOCKBUSTER INC: Receives Final Court Nod of $125MM 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.  The 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: Court OKs Lease Rejection Procedures
-----------------------------------------------------
Blockbuster Inc. and its units sought and obtained from the U.S.
Bankruptcy Court an order authorizing (i) the proposed expedited
procedures for the future rejection of burdensome unexpired
leases, and (ii) them to take any and all actions as may be
necessary and appropriate to implement and effectuate the
Rejection Procedures as approved by the Court, including the
abandonment of personal property pursuant to Section 554(a) of the
Bankruptcy Code.

The Debtors are parties to thousands of unexpired leases,
including real property leases for their retail locations.
Although the Debtors are still reviewing the Leases and may assume
certain Leases in connection with the administration of the cases
or a Chapter 11 plan, in light of the need to close many
underperforming stores, there will inevitably be a large number of
Leases that no longer provide any benefit to their bankruptcy
estates and should be rejected.  Accordingly, the Debtors sought
approval of procedures to "facilitate an expeditious and efficient
process for rejecting burdensome Leases."

Upon the record of the hearing considering the request, Judge
Burton Lifland approved the procedures for the Debtors' rejection
of leases pursuant to Section 365(a) of the Bankruptcy Code.

The Court also approved the Debtors' rejection of leases in
accordance with the Rejection Procedures.  He ruled that the
Rejection Procedures will govern the rejection of leases, except
to the extent the Debtors and a Lease counterparty have agreed
otherwise, in which case the terms of the agreement will govern
the rejection of leases with respect to the counterparty.

Prior to and through the Rejection Date, the Debtors are
authorized to remove, in their sole discretion, from the premises
that are the subject of any rejected lease, consistent with the
Debtors' ownership rights or other property interests, any
personal property that the Debtors have installed in or about the
leased premises, provided that the Debtors will not remove any
property that is owned by an applicable landlord.

No personal property subject to a true lease will be abandoned
without first rejecting the underlying lease for the property,
Judge Lifland ruled.

Any property located on the rejected premises that is not
retrieved by the Rejection Date will be deemed abandoned pursuant
to Section 554 of the Bankruptcy Code without further Court order,
free and clear of any interests of any other party, and any
landlord, or other designee will be free to dispose of the
property without liability to any party.

                       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: Gets Final OK to Pay Common Carrier Charges
------------------------------------------------------------
Through their vast transportation network, Blockbuster Inc. and
its units distribute more than 110 million units and two million
cases of their products per year to approximately 3,000 retail
destinations.  To ensure that the Debtors' stores and customers
receive timely deliveries of video titles, video games, and other
merchandise, the Debtors have developed an intricate distribution
system that relies on certain parcel and postal carriers.

Approximately 95% of all merchandise found in Blockbuster's stores
is distributed through the distribution center located in
McKinney, Texas.  The Debtors use the McKinney Distribution Center
to receive bulk deliveries of Retail Goods from their suppliers,
including movie studios and video game manufacturers.  The
remaining 5% of the Debtors' inventory, including concessions and
magazines, is shipped directly to stores and routed through small
parcel carriers.

The store based distribution is best characterized as a "hub and
spoke" operation, with the McKinney Distribution Center serving at
the center of the Debtors' distribution system, relates Stephen
Karotkin, Esq., at Weil, Gotshal & Manges LLP, in New York.

Once the Retail Goods are delivered from Vendors to the McKinney
Distribution Center, the Debtors then repackage those bulk
deliveries for distribution to the 14 Common Carrier hubs
throughout the country.  After the Retail Goods are delivered to
the Common Carrier hubs, they are then transported to
Blockbuster's stores.  Blockbuster also relies on the Common
Carriers to transport Retail Goods between stores.

Accordingly the Debtors sought and received final approval from
the Bankruptcy Court to pay the prepetition claims of the Common
Carriers that the Debtors determine to be necessary to obtain the
release of certain goods held by the Common Carriers.  The Debtors
also seek the Court's permission, but not direction, to pay
certain lien claims, including mechanics' liens and materialmen's
liens, on a case-by-case basis and at the Debtors' sole
discretion, that either have resulted or reasonably could result
in a lien being asserted against the Debtors' property.

The Debtors pay approximately $68 million annually to the Common
Carriers.  The Debtors expect that, as of the Petition Date, the
Common Carrier Charges will not exceed $3 million, of which
approximately $1.8 million is due in the first 21 days of the
cases.  However, this balance can fluctuate on a daily basis
depending on the timing of large deliveries and invoices.

Absent payment of the Common Carrier Charges, the Common Carriers
will likely refuse to continue to transport goods and make timely
delivery or seize the goods in their possession as collateral
securing their lien, Mr. Karotkin contends.  He asserts that the
Debtors' pricing policies, marketing strategies, and business
operations rely on their ability to receive and rent or sell the
Retail Goods in a timely fashion.

"In many instances, particularly in the case of 'new release'
video and game titles, the timing of deliveries is absolutely
critical," Mr. Karotkin argues.  "As such, the Debtors have
developed a transportation network that is so precise that the
Retail Goods are delivered from the Common Carrier hubs to the
stores on set dates," he adds.

The substantial majority of the Debtors' rental revenues are
derived from the rental of new release movies and games, Mr.
Karotkin further contends.  "If the Debtors fail to have new
release titles available on the applicable Street Date, the
Debtors will suffer a loss of credibility with their customers,"
he insists.

                       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: Judge OKs Trading Restrictions to Protect NOLs
---------------------------------------------------------------
The Bankruptcy Court approved, on a final basis, Blockbuster Inc.
and its units' procedures and restrictions for trading in, and
conversions of their stock.  The provisions of the Final Order are
effective, nunc pro tunc to September 23, 2010.

All objections to the request not previously withdrawn are
overruled.

Judge Burton R. Lifland directed the Debtors to (i) post
the Final Procedures Notice on the Web site of their claims
and noticing agent, Kurtzman Carson Consultants LLC at
http://www.kccllc.net/blockbuster,and (ii) submit a notice of
the entry of the Final Order for publication on the Bloomberg
newswire service, and arrange for publication of the notice in
national editions of The Wall Street Journal, The New York Times,
and the Dallas Morning News.

Nothing in the Final Order will preclude any person or Entity
desirous of acquiring or disposing of any interest from requesting
relief from the Final Order in the Court subject to the Debtors'
rights to oppose the relief.

Judge Lifland clarified that the relief granted in the Final Order
is intended solely to permit the Debtors to protect, preserve and
maximize the value of their Tax Attributes.  Accordingly, except
to the extent the Final Order expressly conditions or restricts
trading in or conversion of interests in Blockbuster, nothing in
the Final Order or in the Motion will or will be deemed to
prejudice, impair or otherwise alter or affect the rights of any
holders of interests in Blockbuster, including in connection with
the treatment of any interests under any plan.

The Debtors estimate that, as of September 23, 2010, they have:
(a) NOLs of at least $580,000,000; (b) consolidated Built-in
Losses in excess of $50,000,000; and (c) other excess
carryforwards in excess of $900,000.

Stephen Karotkin, Esq., at Weil, Gotshal & Manges LLP, in New
York, asserts that the Tax Attributes are valuable assets of the
Debtors' estates because the Internal Revenue Code of 1986, as
amended, generally permits corporations to carry over their losses
and tax credits to offset future income, thereby reducing tax
liability.  Depending on future operating results and potential
asset dispositions, and absent any intervening limitations, prior
to the effective date of a Chapter 11 plan of reorganization, the
Tax Attributes may reduce the Debtors' future U.S. federal income
tax liability including any gain from a taxable transfer of assets
pursuant to the Chapter 11 plan of reorganization, he points out.

The Debtors' proposed procedures are designed to: (i) notify
holders of each class of stock of Blockbuster Inc. of the
injunction prohibiting acquiring ownership of stock above a
certain threshold, and (ii) impose restrictions and notification
procedures to ensure the Debtors receive the full benefits of the
automatic stay, Mr. Karotkin explains.

                       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: Wins Final Nod to Honor Insurance Programs
-----------------------------------------------------------
In connection with the operation of their business, Blockbuster
Inc. and its Debtor affiliates maintain various property,
casualty, workers' compensation and management liability related
insurance programs through several different insurance carriers.

The Insurance Carriers provide the Debtors with insurance coverage
for liabilities relating to, among other things, general
commercial claims, property damage, workers' compensation,
automobile damage, general foreign liability, directors' and
officers' liability, fiduciary liability, crime, excess umbrella,
and various other product, property related and general
liabilities.

Accordingly, the Debtors sought and obtained final approval to:

  (a) continue their Insurance Programs on an uninterrupted
      basis in accordance with the same practices and procedures
      as were in effect prior to the Petition Date, and to renew
      their Insurance Programs or obtain replacement coverage,
      as needed in the ordinary course of business without
      further Court approval; and

  (b) pay, in their sole discretion, all undisputed premiums,
      claims, deductibles, administrative fees, broker fees, and
      other obligations relating to the Insurance Programs, as
      applicable, that were or are due and payable, pre- or
      postpetition.

For the 2009/2010 policy period, the annual premiums for the
Insurance Programs totaled approximately $5.4 million.  Prior to
the Petition Date, the Debtors fully paid all of the premiums that
were due for the 2009/2010 policy period.

With respect to future obligations relating to the 2009/2010
policy period, the Debtors may be required to pay, from time to
time, towards the deductibles due under (i) the auto liability
policy, (ii) the workers' compensation policy, and (iii) the
property liability policy.  The Debtors may also have to make a
self-insured retention payment under the general liability policy.

The Debtors have begun renewing their Insurance Programs for the
2010/2011 policy period and expect to pay premiums towards these
new policies.

The Insurance Programs are necessary and essential to the
preservation of the value of the Debtors' business, property and
assets, Stephen Karotkin, Esq., at Weil, Gotshal & Manges LLP, in
New York, tells the Court.  Maintaining the Insurance Programs
protects the value of the Debtors' bankruptcy estates by insuring
against property and personal damage and other matters, he
continues.

Blockbuster is required by state law, in the majority of
jurisdictions in which it has a retail store or distribution
center, to maintain workers' compensation coverage for employees
for claims arising from, or related to, their employment with the
Debtors, Mr. Karotkin asserts.  He adds that pursuant to the
guidelines established by the United States Trustee for the
Southern District of New York, the Debtors are obligated to remain
current with respect to a number of the Insurance Programs
throughout the Chapter 11 cases.

                       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: Wins Final Nod for Payment to Critical Vendors
---------------------------------------------------------------
U.S. Bankruptcy Judge Burton Lifland, on a final basis, authorized
Blockbuster Inc. and its units to enter into agreements with any
vendor whose services and goods the Debtors determine are
essential to the continued administration of their bankruptcy
cases and the operation of their business.  The Debtors are also
authorized, but not directed, to pay any Essential Business
Vendors' prepetition "claims" in exchange for the Essential
Business Vendor's continued performance during the pendency of the
cases.

If any Essential Business Vendor refuses to supply goods and
services to the Debtors on customary trade terms following receipt
of payment of its Essential Vendors' Claim, or fails to comply
with any Essential Vendor Agreement entered into between the
Essential Business Vendor and the Debtors, the Debtors are
authorized to declare that:

  (a) any Essential Vendor Agreement between the Debtors and the
      Essential Business Vendor is terminated, if applicable;
      and

  (b) the payments made to the Essential Business Vendor on
      account of its Essential Vendors' Claims, whether pursuant
      to an Essential Vendor Agreement or otherwise, will be
      deemed to have been made in payment of then-outstanding
      postpetition claims of the Essential Business Vendor
      without further Court order or action by any person or
      entity.

In the event that an Essential Vendor Agreement is terminated or
an Essential Business Vendor refuses to supply goods and services
to the Debtors following receipt of payment, the Debtors and the
Essential Business Vendor are to be returned to their status quo
ante or their positions immediately prior to entry of the Final
Order.

The Debtors may reinstate an Essential Vendor Agreement if the
underlying default under the Agreement is fully cured by the
Essential Business Vendor not later than five business days
following the Debtors' notification that a default occurred, or if
the Debtors reach a favorable alternative agreement with the
Essential Business Vendor.

The Debtors' inability to enter into an Essential Vendor Agreement
with a particular Essential Business Vendor will not preclude them
from paying an Essential Vendors' Claim when the payment is
necessary to the Debtors' operations.

No Essential Business Vendor, who receives payment on account of
its prepetition "claim" pursuant to the terms of the Final Order,
is permitted to file or perfect a lien, reclamation claim, or a
claim under Section 503(b)(9) of the Bankruptcy Code on account of
that "claim."

The Debtors estimate that, as of the Petition Date, the total
amount of undisputed, outstanding prepetition obligations due to
the Essential Business Vendors for which the Debtors seek
authority to pay is approximately $1.3 million and, of those
amounts, approximately $300,000 are on account of claims under
Section 503(b)(9) of the Bankruptcy Code.  Of this total,
approximately $300,000 is estimated to become due during the first
21 days of the Chapter 11 cases.

                       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)


BORGWARNER INC: Moody's Upgrades Rating on Senior Notes From 'Ba1'
------------------------------------------------------------------
Moody's Investors Service upgraded the ratings of BorgWarner,
Inc., to the investment grade category, with the ratings on the
company's senior unsecured notes moving to Baa3 from Ba1.  The
rating outlook is stable.

                        Ratings Rationale

The rating action acknowledges the improvement in BorgWarner's
operating performance over the last several quarters and
anticipates that the trajectory of future performance will sustain
investment grade credit metrics even with very modest increases in
global automotive production levels.  BorgWarner's ratings benefit
from its leading position in providing automotive products which
enhance fuel economy, reduce emissions, and improve vehicle
performance.  Demand for these products has allowed the company to
increase its market penetration, resulting in revenue growth that
is superior to other companies in the auto parts sector.  Recent
quarterly revenue levels approximate the company's pre-recession
levels even though automotive production in the U.S and Europe
(the company's major markets) remains well below the peak levels
seen in 2006.  Borg Warner's performance has also benefitted from
restructuring actions taken during 2009 which have yielded EBIT
margins above 9% for the past three quarters.  For the third
quarter of 2010, the company's LTM EBIT/interest expense coverage
(including Moody's standard adjustments) approximated 4.5x and
Debt/EBITDA approximated 2.2x.  After considering the company's
recent $250 million senior unsecured note offering in September,
Moody's continues to expect BorgWarner to generate investment
grade credit metrics over the intermediate-term as global
automotive production volumes continue to rebound.  Also
supporting the company's return to investment grade is its
stronger liquidity profile compared to early 2009.

BorgWarner's financial policies and capital structure continue to
develop.  However, Moody's believes these financial policies will
not undermine the company's maintenance of investment grade credit
metrics.  These financial policies include the current share
repurchase program to address the company's convertible debt
maturity in 2012, the continuation of modest acquisitions to
acquire technology and market position, and the possibility of a
reinstatement of common stock dividends over the intermediate-
term.

The stable rating outlook is supported by the company's strong
operating margins, strong flow of net new business awards
(currently estimated at $1.8 billion), and excellent liquidity
profile.  The company has indicated publically that it will update
net new business in the coming weeks.

BorgWarner is expected to maintain excellent liquidity over the
next twelve months supported by cash balances at 9/30/10 of about
$432 million and an undrawn $550 million multi-currency revolving
credit facility.  Moody's expects BorgWarner's operating
performance over the intermediate-term to produce sufficient cash
from operations to support higher levels of capital expenditures
necessary to achieve planned revenue growth as well as meet modest
amounts of near-term debt maturities.  While the company is likely
to continue using acquisitions as part of its growth strategy of
gaining complementary technology to support additional product and
market opportunities, this activity will be balanced against
amounts of free cash flow used to support the company's share
repurchase program.  The company's credit facility matures in
2013.  Financial covenants under the revolver include a debt
leverage test, an interest coverage test, and a minimum net worth
test, all of which are expected to have ample cushion over the
near-term.  Alternate liquidity is available to the company under
lien baskets for foreign subsidiaries.

As an investment grade issuer, BorgWarner's Corporate Family and
Probability of Default ratings have been withdrawn.  Similarly,
the Speculative Grade Liquidity rating was withdrawn as were the
Loss Given Default assessments.

Ratings raised:

BorgWarner, Inc.

  -- Senior unsecured notes, to Baa3 from Ba1 (LGD4, 63%);

Ratings withdrawn:

  -- Ba1, Corporate Family Rating;
  -- Ba1, Probability of Default Rating;
  -- SGL-2 Speculative Graded Liquidity Rating;

The convertible notes are not rated by Moody's Investors Services.

The last rating action on BorgWarner was on April 12, 2010 when
the company's Corporate Family Rating was affirmed at Ba1 and the
rating outlook changed to positive.

BorgWarner, Inc. headquartered in Auburn Hills, MI, is a global
tier-1 automotive supplier focused on engine and drivetrain
products.  In 2009, revenues were approximately $4.0 billion.  The
Company operates manufacturing facilities serving customers in the
Americas, Europe, and Asia, and is an original equipment supplier
to every major automotive OEM in the world.


BOYD GAMING: Fitch Assigns 'B-/RR5' Rating to $500 Mil. Notes
-------------------------------------------------------------
Fitch Ratings has assigned a 'B-/RR5' rating to Boyd Gaming
Corp.'s proposed issuance of $500 million senior unsecured notes
due 2018 and taken these rating actions:

  -- Issuer Default Rating affirmed at 'B';

  -- Senior secured credit facility upgraded to 'BB/RR1' from
     'B+/RR3';

  -- Senior subordinated debt affirmed at 'CCC/RR6'.

The Rating Outlook was revised to Stable from Negative.  The
rating actions affect the $3 billion credit facility that had
roughly $1.73 billion outstanding as of Sept. 30, 2010, and about
$615 million of outstanding subordinated debt.

The Outlook revision to Stable primarily reflects Boyd's progress
with respect to addressing 2012 maturities, which has been a
credit concern factored into Fitch's previously Negative Outlook.
This includes:

  -- The recent recapitalization of the Borgata joint venture at
     Marina District Finance Co., Inc.  (rated with an IDR of
     'B' by Fitch), which provided a one-time dividend and fees to
     Boyd of roughly $145 million from the $950 million financing
     at MDFC;

  -- The proposed $500 million senior unsecured issuance,
     which will take out Boyd's 2012 subordinated notes and reduce
     credit facility borrowings;

  -- Progress toward receiving commitments from its bank group to
     amend and extend a portion of the credit facility maturity
     from 2012 to 2015.

Issuance is Leverage Neutral, but Helps Address Maturities:

Proceeds from the senior unsecured notes will be used to
repurchase nearly $159 million of 7.75% subordinated notes due
2012 and pay down some of the large revolver balance, which is due
in May 2012 and had $1.73 billion outstanding as of the end of
third quarter 2010 (3Q'10).  As a result, the senior unsecured
issuance will be mostly leverage neutral.  The credit facility
balance pro forma for the paydown would be roughly $1.42 billion.

Credit Facility Amend/Extend:

The upgrade of the bank credit facility rating to 'BB/RR1' from
'B+/RR3' reflects the stronger recovery prospects for the facility
following the revolver paydown from the proposed unsecured
issuance, as well as the likely terms of an amend/extend
transaction that is expected to be completed in 4Q'10.  The
facility is currently secured only by equity in subsidiaries, but
the amended facility will include an additional security interest
in real property.  In addition, the $3 billion revolver commitment
will be reduced significantly, with a portion converted to a term
loan.  The extended facility will expire in December 2015 and
consist of a $1 billion revolver and a $500 million term loan.
The accordion feature in the extended facility will be reduced to
$500 million from $1 billion.

There will be a non-extended portion of the credit facility that
still matures in May 2012, but will be classified as a long-term
obligation until maturity as long as Boyd maintains the ability
and capacity to meet the 2012 non-extended maturity with
availability on the extended facility.  It is expected that there
will be enough available capacity on the extended portion of the
credit facility to retire any amounts outstanding on the non-
extended portion.

Weak Operating Performance Continues to Weigh on 'B' IDR:

The affirmation of the 'B' IDR continues to reflect Boyd's high
leverage and continued weakness in its markets, which is somewhat
mitigated by a solid, albeit deteriorating free cash flow outlook
supported by minimal capital spending plans.  Longer term, Boyd's
IDR continues to be supported by its sizable and somewhat
diversified portfolio of assets, successful operating history, and
a solid management track record.  Fitch notes that the company has
maintained its financial policy of considering only deleveraging
acquisition opportunities, as Boyd recently passed on the M Resort
and declined to exercise its right of first refusal in connection
with the offer for MGM's 50% stake in the Borgata joint venture.

Boyd's operating performance has been at depressed levels for some
time and continues to be weak, particularly in its core Las Vegas
Locals market, which accounts for about 40%-45% of the company's
wholly-owned adjusted property EBITDA.  On a year-over-year basis,
wholly-owned adjusted property EBITDA in the LV Locals market
declined 17% in 3Q'10, as operating performance continues to
suffer from the poor housing and employment environment.  Fitch
believes the LV Local market performance will remain under
pressure through 2011.

Leverage and Coverage:

On a latest 12-month basis as of Sept. 30, 2010, Fitch calculates
wholly-owned adjusted EBITDA (after corporate expense, excluding
Borgata income) of roughly $275 million relative to $2.35 billion
of recourse debt for wholly-owned debt/EBITDA leverage of 8.6
times, which is high relative to Boyd's business risks and 'B'
IDR.  The company's credit facility covenants permit Boyd to
recognize income from Borgata and certain other adjustments, which
resulted in covenant leverage of 6.9x as of the end of 3Q'10,
compared to the 7.25x covenant level.  LTM wholly-owned gross
interest expense was roughly $120 million for EBITDA/gross
interest expense coverage of 2.3x, which is a comfortable level,
but will decrease meaningfully as the company re-prices its debt
from the refinancings.  Fitch believes that interest coverage pro
forma for unsecured issuance and expected bank revolver amendment
will remain comfortably above 2.0x relative to the covenant
calculations, and comfortably above 1.5x on a wholly-owned basis.

Deteriorating Free Cash Flow Cushion:

Fitch views Boyd's recurring, discretionary FCF profile in the
context of:

  -- $275 million of LTM wholly-owned adjusted EBITDA after
     corporate expense;

  -- $120 million of LTM wholly-owned gross interest expense that
     could increase to $150 million or more with the upcoming re-
     pricing of its debt;

  -- $40 million-$50 million of maintenance capex, which is an
     unsustainably low level;

  -- Roughly $10 million of recurring Echelon costs;

  -- Roughly $5 million-$10 million of permitted tax distributions
     from the Borgata JV to Boyd.

Based on the more conservative figures above, Boyd has an annual
FCF cushion of roughly $70 million.

Guidelines for Further Rating Actions:

Ratings could be revised if the completion of the credit facility
amend/extend transaction results in terms that are materially
different than Fitch's current understanding.

The Stable Outlook incorporates the persistently weak operating
trends and high debt leverage, offset by the company's FCF cushion
and minimal near-term debt maturities following the expected
credit facility amend/extend transaction.  Positive rating
momentum is unlikely until the company's markets become healthier
and its leverage is reduced meaningfully.  Negative rating actions
could occur if the company's operating performance continues to
deteriorate and the wholly-owned FCF cushion deteriorates toward
$25 million.

Other potential rating triggers outside of current operating
scenarios could include any potential leveraging acquisitions, as
Boyd has historically been an acquirer of gaming assets.  Current
ratings incorporate the expectation that any asset acquisition
would be deleveraging on a pro forma basis, given current
valuations and management's publicly stated financial policies.

Issue Specific Ratings, including Recovery Prospects:

Boyd's Recovery Ratings reflect Fitch's expectations of relative
recovery characteristics of Boyd's obligations following default
and upon emergence from insolvency.  Based on its recovery
scenario and the expected amend/extend transaction of the credit
facility, Fitch estimates outstanding recovery (90%-100%) for the
bank debt, which equates to a 'BB/RR1' rating or a three-notch
positive differential from the 'B' IDR.  Due to the existence of
the sizable credit facility and the potential to issue additional
second lien debt, Fitch estimates below-average recovery (10%-30%)
for the new unsecured notes, which equates to a 'B-/RR5' rating or
a one-notch negative differential from the 'B' IDR.  Despite the
reduced credit facility size, recovery prospects for the existing
subordinated debt remain poor (0%-10%), which equates to a
'CCC/RR6' rating or a two-notch negative differential from the 'B'
IDR.


BOYD GAMING: Moody's Assigns 'Caa1' Rating to $500 Mil. Notes
-------------------------------------------------------------
Moody's Investors Service assigned a Caa1 rating to Boyd Gaming
Corporation's proposed $500 million senior unsecured note due
2018.  Boyd's B2 Corporate Family and Probability of Default
ratings were affirmed along with company's Caa1 senior
subordinated notes rating.  Boyd has an SGL-3 Speculative Grade
Liquidity rating and a stable rating outlook.

                        Ratings Rationale

New rating assigned:

  -- $500 million senior unsecured notes due 2018 at Caa1 (LGD 5,
     80%)

Ratings affirmed and LGD estimates revised where applicable:

  -- Corporate Family Rating at B2

  -- Probability of Default Rating at B2

  -- $215.7 mil. 6.75% senior sub. notes due 2014 at Caa1 (LGD 6,
     93%) from (LGD 6, 92%)

  -- $158.8 mil. 7.75% senior sub. notes due 2012 at Caa1 (LGD 6,
     93%) from (LGD 6, 92%)

  -- $240.8 mil. 7.125% senior sub. notes due 2016 at Caa1 (LGD 6,
     93%) from (LGD 6, 92%)

Proceeds from the proposed note offering will primarily be used to
finance the tender offer for any and all of Boyd's 7.75% senior
subordinated notes due 2012, of which an aggregate principal
amount of $158.8 million is outstanding, and repay a portion of
the outstanding balance of the company's revolver.  The Caa1
rating on this note will be withdrawn once the notes are fully
repaid.

Boyd's B2 Corporate Family Rating considers the company's high
leverage -- debt/EBITDA is currently above 7 times -- and
continued significant exposure to the Las Vegas Locals market.
Positive rating consideration is given to Boyd's large revenue
base.  Moody's believes this factor should help Boyd manage
through the current market and economic challenges better than
smaller, less diversified gaming companies.

The Las Vegas Locals market, which currently accounts for about
44% of Boyd's wholly-owned property-level EBITDA, was one of the
hardest hit by the recession, and in Moody's view, likely to be
one of the last to recover.  While Moody's is of the opinion that
gaming demand in the Las Vegas Locals market will eventually
stabilize, Boyd likely needs overall business conditions in this
market to pick up substantially -- not just stabilize -- in order
to improve its leverage.

The stable outlook considers Boyd's adequate liquidity profile and
acknowledges that despite high leverage and revenue challenges,
Moody's anticipates that Boyd will generate positive free cash
flow after all debt service and capital expenditures through 2012,
all of which is expected to go towards debt reduction.  The stable
outlook also recognizes Boyd's recent disclosure that it is
actively pursuing an amendment of its $3 billion bank credit
facility with the intent of extending its debt maturity profile
and obtaining increased covenant flexibility.  The company's
existing bank facility expires in May 2012.

The Caa1 rating on the proposed senior notes reflects the
significant amount of bank debt which has a priority of claim
senior to the notes, and incorporates Moody's expectation that any
amended and restated facility will likely be secured by a pledge
of substantially all of Boyd's real and personal property.  The
company's current facility is secured by a stock pledge only.  In
addition, the rating on the notes acknowledges the reduced credit
support afforded to the senior notes that will occur once the
tender offer for the 7.75% senior subordinated notes due 2012 is
complete.

Ratings improvement is limited at this time given Moody's
expectation that weak gaming demand in the Las Vegas Locals market
will continue, and that Boyd's leverage will remain high.  Ratings
could be pressured if it appears Boyd will violate its bank loan
covenants and have difficulty amending its bank loan agreement or
obtaining covenant relief.  Ratings could also be adversely
affected if earnings declines do not decelerate and it appears
that the company will not be able to reduce and sustain
debt/EBITDA at or below 7 times over the longer-term.

Boyd Gaming Corporation wholly-owns and operates gaming and
entertainment facilities located in Nevada, Mississippi, Illinois,
Louisiana, and Indiana.  The company is also 50% partner in a
joint venture that owns and operates the Borgata Hotel Casino in
Atlantic City, New Jersey.  The company generates consolidated net
revenue of about $2.3 billion of annual net revenue.


BOYD GAMING: S&P Downgrades Corporate Credit Rating to 'B'
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and issue-level ratings on Las Vegas-based Boyd Gaming Corp. S&P
lowered its corporate credit rating on the company to 'B' from
'B+'.  The rating outlook is stable.

At the same time, S&P assigned issue-level and recovery ratings to
Boyd's proposed $500 million senior notes due 2018.  S&P rated the
notes 'B' (at the same level as the corporate credit rating) with
a recovery rating of '3', indicating S&P's expectation of
meaningful (50% to 70%) recovery for noteholders in the event of a
payment default.  The company will use the proceeds to finance a
tender offer to purchase its outstanding 7.75% senior subordinated
notes due 2012.  The outstanding principal balance of the notes is
$158.8 million.  The remaining proceeds will be used to repay a
portion of outstanding revolver borrowings, refinance other
indebtedness, and/or for general corporate purposes.

"The rating downgrade reflects S&P's expectation that credit
measures will remain at levels more consistent with the 'B'
corporate credit rating, given its current outlook for the fourth
quarter of 2010 and 2011," explained Standard & Poor's credit
analyst Melissa Long.

Operating performance through the first nine months of 2010 has
been weaker than S&P's previously published expectations.  Wholly
owned EBITDA fell approximately 20% in the nine months ended
Sept. 30, 2010, driven by a continuation of negative trends across
all of Boyd's markets.  S&P had previously incorporated the
expectation that wholly owned EBITDA would decline in the high-
single-digit percentage area in 2010.  Still, S&P's stable rating
outlook reflects its belief that the proposed notes issuance, as
well as a planned amend-and-extend transaction addressing the
credit facility, alleviates further rating downside despite the
continuing challenging operating environment.

Specifically, S&P's rating now incorporates its expectation that
wholly owned EBITDA will fall in the mid-teens percentage area in
2010.  S&P has incorporated the expectation that wholly owned
EBITDA in 2011 will remain relatively flat with 2010.  S&P expects
the Las Vegas locals market, which comprised approximately 44% of
property-level EBITDA during the 12 months ended Sept. 30, 2010,
to stabilize next year.  Recent revenue trends in this segment
seem to suggest some stability following over two years of
decline.

Under S&P's performance expectations, S&P expects total operating
lease-adjusted debt to EBITDA (excluding earnings from Borgata) to
remain above 8.5x through 2011.  S&P expects its measure of
leverage to improve to around 8x by the end of 2012.

The 'B' rating incorporates S&P's expectation that Boyd will
continue to generate moderate levels of free operating cash flow
that can be used to repay debt.  Additionally, S&P expects wholly
owned EBITDA interest coverage to remain at or near 2x under its
performance expectations and after factoring an expected increase
in pricing on the company's bank credit facility, which also
supports the rating.  It is also S&P's view that Boyd will be
successful in completing an amendment and restatement of its bank
credit facility, of which S&P expects the company to extend about
half of the current $3 billion in commitments.  S&P believes that
the amended credit agreement will contain financial maintenance
covenants including a total leverage covenant, a secured leverage
covenant, and an interest coverage covenant.  Given S&P's
preliminary expectations for covenant levels, S&P estimates that
Boyd will have modest cushion under its covenants over the next
few years.

The rating reflects Boyd's high debt leverage and a portfolio
consisting of some second-tier assets in competitive markets.
Boyd's geographically diverse portfolio, an experienced management
team, and moderate free operating cash flow generation partially
offset these factors.


BRISAM COVINA: Amends List of 20 Largest Unsecured Creditors
------------------------------------------------------------
Brisam Covina LLC has filed with the U.S. Bankruptcy Court for the
Eastern District of New York an amended list of its 20 largest
unsecured creditors:

   Entity                                             Claim Amount
   ------                                             ------------
The Packard Companies
8775 Aero Drive
Suite 335
San Diego, CA 92123                                      $63,035

City of Covina TOT
125 East College Street
Covina, CA 91723                                         $52,550

Radisson Hotel Worldwide
WF Lockbox 7060
P. O. Box 1450
Minneapolis, MN 55485-7060                               $47,041

Lamb & Kawakami LLP                                      $46,246

LodgeNet Interactive Corporation                          $5,133

Micros Systems, Inc.                                      $4,055

Orkin Pest Control                                        $2,675

Pacific Lodging Supply                                    $5,800

Packard Hospitality Group                                $11,010

PAETEC                                                    $7,916

Southern California Edison                                $9,421

Tiger, Inc.                                               $1,809

TravelClick                                               $3,612

Constellation Newenergy Inc.                             $21,385

Elite Heating & Air Conditioning                          $1,840

Greenfield Landscaping and Maintenance                    $7,170

Guest Supply                                              $2,601

Hamilton's Steak House                                   $33,824

HD Supply Facilities Maintenance                          $7,067

Kelly Pool Inc.                                           $2,324

As reported by the Troubled Company Reporter on August 27, 2010,
the Debtor filed with the Court a list of its 20 largest unsecured
creditors, showing Willis of Oregon, Inc., as the largest
unsecured creditor.

Uniondale, New York-based Brisam Covina LLC, dba Radisson Sultes
Hotel Covina, filed for Chapter 11 protection on August 17, 2010
(Bankr. E.D.N.Y. Case No. 10-76441).  John Westerman, Esq., and
Mickee M. Hennessy, Esq., at Westerman Ball Ederer Miller &
Sharfstei, 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.


BRISAM COVINA: Can Continue Using Cash Collateral Until Nov. 5
--------------------------------------------------------------
Brisam Covina LLC obtained authorization from the U.S. Bankruptcy
Court for the Eastern District of New York to use cash collateral
until November 5, 2010.

Ixis Real Estate Capital, Inc., subsequently known as Natixis Real
Estate Capital Inc., asserts, among other things, a valid and
perfected first priority lien against all of the Debtor's assets,
including its cash and accounts receivable.  The Debtor had
borrowed from Natixis $16,453,382 for the purchase and renovation
of a hotel and certain other property.

Mickee M. Hennessy, Esq., at Westerman Ball Ederer Miller &
Sharfstein, LLP, explained that the Debtor needs to use Natixis'
cash collateral to fund its Chapter 11 case, pay suppliers and
other parties.  The Debtors will use the collateral.

The Debtor agreed to provide Natixis:

     1. a bi-weekly written report, commencing on September 13,
        2010, and on every other Monday thereafter during the
        Interim Period, itemizing any disbursements through the
        Friday prior, by category authorized herein and pursuant
        to the budget including a reconciliation of actual to
        planned payments;

     2. a bi-weekly written report, commencing on September 13,
        2010, and on every other Monday thereafter during the
        Interim Period, setting forth collection and disbursement
        activity in all of the Debtor's Bank Accounts, including a
        reconciliation of actual to forecasted cash flow through
        the Friday prior; and

     3. all reports Debtor is obligated to deliver to lender
        pursuant to the loan agreement, as and when required
        thereunder.

A continued hearing on the Debtor's request to use the cash
collateral will be held on November 3, 2010, at 1:30 p.m.

                        About Brisam Covina

Uniondale, New York-based Brisam Covina LLC, dba Radisson Sultes
Hotel Covina, maintains a principal place of business in Great
Neck, New York.  It books and records and senior management are
also located in Great Neck.  Its business consists of owning and
operating a hotel and conference center in Covina, California,
which operates as the Radisson Suites Hotel Covina.

Brisam Covina filed for Chapter 11 protection on August 17, 2010
(Bankr. E.D.N.Y. Case No. 10-76441).  John Westerman, Esq., and
Mickee M. Hennessy, Esq., at Westerman Ball Ederer Miller &
Sharfstei, 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.


BRISAM COVINA: Files Schedules of Assets and Liabilities
--------------------------------------------------------
Brisam Covina LLC filed with the U.S. Bankruptcy Court for the
Eastern District of New York its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $15,000,000
  B. Personal Property            $3,392,221
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $17,300,000
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $2,281,874
                                 -----------      -----------
        TOTAL                    $18,392,221      $19,581,874

                        About Brisam Covina

Uniondale, New York-based Brisam Covina LLC, dba Radisson Sultes
Hotel Covina, maintains a principal place of business in Great
Neck, New York.  It books and records and senior management are
also located in Great Neck.  Its business consists of owning and
operating a hotel and conference center in Covina, California,
which operates as the Radisson Suites Hotel Covina.

Brisam Covina filed for Chapter 11 protection on August 17, 2010
(Bankr. E.D.N.Y. Case No. 10-76441).  John Westerman, Esq., and
Mickee M. Hennessy, Esq., at Westerman Ball Ederer Miller &
Sharfstei, 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.


BRUNDAGE-BONE CONCRETE: Gets Court OK to Sell St. George Property
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado authorized
Brundage-Bone Concrete Pumping, Inc., and JLS Concrete Pumping,
Inc., to sell the property located at 3970 South 1540 East, St.
George, Utah, free and clear of liens, encumbrances and interests.

Wells Fargo Bank, N.A., holder of a postpetition financing lien
against the St. George property, consents to sale of the property.

                        About Brundage-Bone

Brundage-Bone Concrete Pumping Inc. and JLS Concrete Pumping Inc.,
claim to be the largest providers of concrete pumping services in
the U.S.  JLS Concrete Pumping services California and Nevada from
its corporate headquarters in Ventura and from satellite yards in
Bakersfield, Fresno, Gardena, Lancaster, Las Vegas, Moorpark, Palm
Springs, Riverside, San Diego, San Luis Obispo, Santa Clarita,
Temecula, Thousand Oaks, and Ventura.

Brundage-Bone and JLS filed for Chapter 11 on Jan. 18, 2010
(Bankr. D. Col. Case No. 10-10758).  Sender & Wasserman, P.C.,
assists the Debtors in their restructuring efforts.  Brundage-Bone
disclosed $325,708,061 in assets and $230,277,103 in liabilities
as of the Petition Date.


BV JORDANELLE: Files Schedules of Assets & Liabilities
------------------------------------------------------
BV Jordanelle, LLC, has filed with the U.S. Bankruptcy Court for
the District of Utah its schedules of assets and liabilities,
disclosing:

  Name of Schedule                   Assets            Liabilities
  ----------------                   ------            -----------
A. Real Property                  $13,500,000
B. Personal Property                  $40,000
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                      $13,312,669
E. Creditors Holding
   Unsecured Priority
   Claims                                                       $0
F. Creditors Holding
   Unsecured Non-priority
   Claims                                                       $0
                                  -----------          -----------
      TOTAL                       $13,540,000          $13,312,669

Idaho Falls, Idaho-based BV Jordanelle, LLC, owns approximately
730 acres of undeveloped real property on the south side of
Jordanelle Reservoir, about five miles east on State Route 32 from
U.S. Highway 40, in Wasatch County.  It filed for Chapter 11
bankruptcy protection on September 2, 2010 (Bankr. D. Utah Case
No. 10-32121).  Michael R. Johnson, Esq., at Ray Quinney & Nebeker
P.C., assists the Debtor in its restructuring effort.


C&D TECHNOLOGIES: FY2010 10-K Now Includes Going Concern Doubt
--------------------------------------------------------------
In connection with its registration statement on Form S-4, filed
with the SEC on October 20, 2010, and in light of its Quarterly
Report on Form 10-Q, filed with the SEC on September 14, 2010,
which disclosed the existence of substantial doubt regarding its
ability to remain a going concern, C&D Technologies, Inc., has
updated its Annual Report on Form 10-K as of the fiscal year ended
January 31, 2010, as filed with the SEC on April 20, 2010, to
disclose that PricewaterhouseCoopers LLP, the Company's
independent registered accounting firm, has reissued their Report
on C&D's FY2010 financial statements, which now includes an
explanatory paragraph describing the existence of substantial
doubt regarding the Company's ability to remain a going concern.

A full-text copy of the updates, which includes PwC's updated
Report, is available for free at:

               http://researcharchives.com/t/s?6d0a

A full-text copy of the Company's Form S-4 Registration Statement
describing the Company's "Offer to Exchange All Outstanding 5.50%
Convertible Senior Notes due 2026 and All Outstanding 5.25%
Convertible Senior Notes 2025 and Disclosure Statement for
Solicitation of Acceptances of a Prepackaged Plan of
Reorganization", as filed with the SEC on October 20, 2010, is
available for free at:

               http://researcharchives.com/t/s?6d0b

                      About C&D Technologies

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

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

                          *     *     *

In its Form 10-Q for the quarter ended July 31, 2010, the Company
discloses that its cumulative losses, substantial indebtedness and
likely future inability to comply with certain covenants in the
agreements governing its indebtedness, including among others,
covenants related to continued listing on a national automated
stock exchange and future EBITDA requirements, and in addition,
its current current liquidity situation, raise substantial doubt
as to its ability to continue as a going concern for a period
longer than 12 months from July 31, 2010.

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

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


CATHOLIC CHURCH: Counsel for Wilmington Lay Committee Okayed
------------------------------------------------------------
The Official Committee of Lay Employees in the bankruptcy case of
the Catholic Diocese of Wilmington, Inc., sought and obtained
permission from the U.S. Bankruptcy Court for the District of
Delaware to retain Greenberg Traurig, LLP, as its counsel, nunc
pro tunc to May 3, 2010.

As counsel, Greenberg Traurig will:

  (a) provide legal advice with respect to the Employee
      Committee's rights, powers and duties in the case;

  (b) prepare all necessary applications, answers, responses,
      objections, orders, reports and other legal papers;

  (c) represent the Employee Committee in all matters arising in
      the case, including any disputes or issues with the
      Diocese, alleged secured creditors and other third
      parties;

  (d) assist the Employee Committee in its investigation and
      analysis of the Diocese, including the review and analysis
      of all pleadings, claims and plans of reorganization that
      may be filed in the case, and any negotiations or
      litigation that may arise out of or in connection with
      those matters, operations and financial affairs; and

  (e) perform all other legal services for the Employee
      Committee that may be necessary or desirable in the
      proceedings.

The Employee Committee tells the Court that Greenberg Traurig will
be paid on an hourly basis, and will be reimbursed for actual,
necessary expenses and other charges incurred.

Greenberg Traurig's current hourly rates are:

  Professional              Rate
  ------------              ----
  Shareholders          $335 to $1,050
  Of Counsel            $325 to   $900
  Associates            $200 to   $575
  Paralegals             $65 to   $310

The principal attorneys and paralegals, and their hourly rates,
proposed to represent the Employee Committee in the bankruptcy
case are:

  Professional              Rate
  ------------              ----
  Donald J. Detweiler       $665
  Sandra G. M. Selzer       $495
  Elizabeth C. Thomas       $220

Donald J. Detweiler, Esq., a shareholder at Greenberg Traurig,
assures the Court that the firm is a "disinterested person" as
that term is defined in Section 101(14) of the Bankruptcy Code.

                 Creditors Committee's Response

Prior to the hearing on the Application, the Official Committee of
Unsecured Creditors in the bankruptcy case of the Catholic Diocese
of Wilmington, Inc., filed a court document saying that it
believes that the formation of the Official Committee of Lay
Employees was unnecessary, and that it would lead to unnecessary
administrative expenses since there was never any credible
prospect that the Diocese would terminate any of its pension
plans.  Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones
LLP, in Wilmington, Delaware, avers that the Diocese's Amended
Plan of Reorganization confirms that belief as the Diocese has
stated its intention to reaffirm the lay employee pension plan
without any modification of its terms and conditions.

The Creditors Committee believes that the statements of the lay
employee's pension claims are grossly overstated, and that the
Creditors Committee may be objecting to each and every lay
employee pension claim to establish the true amount of those
claims.

Despite the Creditors Committee's validated belief that the Lay
Employee Committee was wholly unnecessary, the Creditors Committee
recognizes that the Court is likely to approve the employment of
counsel for an official committee.

Hence, the Creditors Committee seeks the Court's statement that
approval of employment of Greenberg Traurig LLP, as counsel to the
Lay Employee Committee, is without prejudice to the Court's
adjudication of the Creditors Committee's motion to disband the
Lay Employee Committee.

                         *     *     *

The Court authorized the Lay Employee Committee to retain
Greenberg Traurig, LLP, as its counsel, without prejudice to the
Court's adjudication of the Creditors Committee's motion to
disband the Lay Employee Committee.

                  About the Diocese of Wilmington

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

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

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


CATHOLIC CHURCH: Judge Hogan to Mediate on Spokane Issues
---------------------------------------------------------
Judge Patricia C. Williams of the United States Bankruptcy Court
for the Eastern District of Washington, appointed Honorable
Michael R. Hogan of the U.S. District Court of Oregon to mediate
on post-confirmation issues in the bankruptcy case of The Catholic
Bishop of Spokane, also known as The Catholic Diocese of Spokane.

As previously reported, the Diocese has been plagued by several
post-confirmation matters, including issues relating to payments
of claims, plan interpretations, contempt order, and the
replenishment of funds for paying claims.

Judge Hogan will also tackle issues with regard to future tort
claims and related issues.  Judge Hogan has previously acted as
mediator in the bankruptcy case of the Archdiocese of Portland in
Oregon.

                   About The Diocese of Spokane

The Roman Catholic Church of the Diocese of Spokane filed for
chapter 11 protection (Bankr. E.D. Wash. Case No. 04-08822) on
Dec. 6, 2004.  Michael J. Paukert, Esq., at Paine, Hamblen,
Coffin, Brooke & Miller, LLP, represents the Spokane Diocese in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $11,162,938 in total assets and
$81,364,055 in total debts.

The Diocese of Spokane, the Tort Claimants Committee, the Future
Claims Representative, and the Executive Committee of the
Association of Parishes delivered an Amended Plan of
Reorganization, and a Disclosure Statement describing that Plan to
the Court on Feb. 1, 2007.  The Honorable Patricia C. Williams
approved the disclosure statement on March 8, 2007.  On April 24,
2007, the Court confirmed Spokane's second amended joint plan.
That plan is effective May 31, 2007.  (Catholic Church Bankruptcy
News; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


CATHOLIC CHURCH: Wilm. Plan Exclusivity Extended Until March 3
--------------------------------------------------------------
Judge Christopher S. Sontchi of the U.S. Bankruptcy Court for the
District of Delaware extended the exclusive periods within which
the Catholic Diocese of Wilmington, Inc., may:

  (a) file a Chapter 11 plan of reorganization through and
      including December 30, 2010; and

  (b) solicit acceptances of that plan through and including
      March 3, 2011, without prejudice to the rights of the:

      * Diocese to ask for further extensions; and

      * Official Committee of Unsecured Creditors to ask for
        termination of exclusivity at any time after entry of
        the order granting the request.

The Court's ruling with respect the Creditors Committee's right to
seek a termination of the Wilmington Diocese's Exclusive Periods
came after the Committee responded to the extension motion.  The
Committee asserted that it had grave concerns over the Diocese's
continued requests to extend the Exclusive Periods, which concerns
have been exacerbated by the content of the Diocese's Disclosure
Statement and Plan of Reorganization, as amended.

Counsel for the Creditors Committee, Laura Davis Jones, Esq., at
Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, told
the Court that the Committee was planning on objecting to the
extension request; however, after discussing the matter with
counsel for the Diocese, it has agreed not to oppose the request,
provided that it has the express right to ask to terminate
exclusivity any time after the entry of the Order.

In the Exclusivity Motion, James L. Patton, Jr., Esq., at Young
Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware, relates
the Diocese has made good faith progress toward reorganization.
At the direction of the mediators in the bankruptcy case, the
Diocese, the Official Committee of Unsecured Creditors, the
Official Committee of Lay Employees, the Diocese's liability
insurers and certain other parties participated in mediation
sessions spanning several days with the goal of negotiating a
consensual Chapter 11 plan of reorganization.  Due, in large part,
to the negotiations and discussions among parties-in-interest, the
Diocese was able to formulate its Chapter 11 Plan of
Reorganization, as amended.

                  About the Diocese of Wilmington

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

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

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


CATHOLIC CHURCH: Wilm. Wants Committee Claims Dismissed
-------------------------------------------------------
The Catholic Diocese of Wilmington, Inc., asks the U.S. Bankruptcy
Court for the District of Delaware to issue judgment on, and to
dismiss, the pleadings with respect to the Phase II Counts set
forth in the complaint for declaratory relief and substantive
consolidation filed by the Official Committee of Unsecured
Creditors.

The Phase II Counts are:

  (a) First Count -- Alter Ego: The Diocese, Parishes, and the
      Non-Debtor Affiliates constitute a single entity;

  (b) Third Count -- Declaratory Relief: Diocese owns all legal
      and equitable interest in the Pooled Investment Account;
      and

  (c) Fifth Count -- That the Diocese's estate should be
      substantively consolidated with those of the Non-Debtor
      Defendants'.

The Diocese also filed its opening brief in support of the
request.

In its opening brief in support of the request, the Diocese
contends that the Phase II Claims fail to state claims on which
relief can be granted because the non-conclusory allegations made
by the Creditors Committee fail to show, among other things, that
the Diocese's corporate form was a sham and existed for no other
purpose than as a vehicle for fraud, as required by Delaware law,
and that the Diocese and the Non-Debtor Defendants disregarded
entity separateness prepetition and voluntary creditors relied on
this lack of entity separateness when extending credit.  The
Diocese adds that even if the Committee's assertion of Substantive
Consolidation were adequately pled, non-consensual substantive
consolidation of the Non-Debtor Defendants in the case would run
afoul of the Section 303 of the Bankruptcy Code, which prohibits
involuntary bankruptcy relief against not-for-profit entities.

A full-text copy of the opening brief can be obtained for free
at http://bankrupt.com/misc/Church_W_Brief_10082010.pdf

The Diocese has strongly argued that the Diocese, the parishes and
its other non-debtor organizations are separate entities.  The
Diocese has also asserted that the Pooled Investment Account is
not property of the bankruptcy estate.

                       Parties Stipulate

Parties to the adversary proceeding have agreed in a Court-
approved stipulation to this schedule:

  -- October 26, 2010, deadline to file oppositions to the
     Motion for Judgment;

  -- November 2, 2010, deadline for filing replies to the
     opposition; and

  -- November 10, 2010, hearing to consider the Motion for
     Judgment.

                  About the Diocese of Wilmington

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

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

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


CATHOLIC CHURCH: Wilmington Plan Outline Hearing Set for Dec. 6
---------------------------------------------------------------
Judge Christopher S. Sontchi of the United States Bankruptcy Court
for the District of Delaware set December 6, 2010, at 10:00 a.m.,
prevailing Eastern Time, as the hearing date to consider the
adequacy of the Disclosure Statement accompanying the Amended
Chapter 11 Plan of Reorganization filed by the Catholic Diocese of
Wilmington, Inc., on September 30, 2010.

To the extent necessary, Judge Sontchi will continue the
Disclosure Statement Hearing on December 7.

The Court directed the Diocese to file and serve no later than
November 1, 2010, its (i) motion for approval of the Disclosure
Statement and establishment of procedures for the solicitation and
tabulation of votes, and (ii) Liquidation Analysis and Financial
Analysis.

Objections, if any, to the Disclosure/Solicitation Motion will be
filed and served no later than November 22, 2010, and the
Diocese's response will be filed by December 1.

                      The Amended Plan

The Catholic Diocese of Wilmington, Inc., delivered to Judge
Christopher S. Sontchi of the United States Bankruptcy Court for
the District of Delaware its Amended Chapter 11 Plan of
Reorganization and accompanying Disclosure Statement on
September 30, 2010.

The Diocese filed its original Plan on September 22, without a
Disclosure Statement.  Bishop W. Francis Malooly signed the Plan.

The Amended Plan and the Disclosure Statement provide for the
treatment and estimated recoveries of the different Classes of
Claims, and the detailed treatment of the Class 3C Allied Irish
Bank Claim.

The Amended Plan also provides for the establishment of Disputed
Claims Reserves for the benefit of Holders of Disputed Claims.
Interim distributions of Cash on Allowed Claims of a given Class
may be made from time to time, with sufficient Cash held in
reserve to cover the Disputed Claims of the Class pending
allowance or disallowance of the Disputed Claims.  As a result,
the process of distributing all Cash to be distributed to Holders
of Allowed Claims under the Plan will be completed over time.

                      Treatment of Claims

The Diocese reveals that as of August 31, 2010, these Claims were
filed against its bankruptcy estate, excluding professionals'
claims:

    Type of Claims        # of Claims     Claim Amount
    --------------        -----------     ------------
    Secured                    17          $15,232,689
    Administrative              0                    0
    Priority                1,125          109,718,602
    General Unsecured       1,173          206,447,469

The Amended Plan provides for these classification and treatment
of claims:

Class      Description       Treatment
-----      -----------       ---------
N/A       Administrative    Paid in Cash equal to the Allowed
           Claims            amount of the Claim, which will not
                             include any interest, penalty or
                             premium.

                             Estimated Recovery: 100%

N/A       Priority Tax
           Claims, if any    Paid in Cash equal to the Allowed
                             Amount of the Claim, which will not
                             include any penalty or premium.

  1        Secured Claims    Legal, equitable, and contractual
                             rights to which the Claim entitles
                             its holder will be reinstated in
                             full on the Effective Date.

                             Estimated Recovery: N/A

  2        Priority Claims   Paid in Cash equal to the Allowed
                             amount of the Claim, which will not
                             include any interest, penalty or
                             premium.

                             Estimated Recovery: 100%

3A        Personal Injury   Receive a Pro Rata distribution
           Tort Claims       from the Personal Injury Tort
                             Claims Payment Account.  Minimum
                             recovery for claimants electing
                             Injury Tort Claim treatment is 50%.

                             Estimated Recovery: 47% - 74.7%

3B        Lay Pension       Receive a Pro Rata distribution
           Claims            from the General Claims Payment
                             Account.

                             Estimated Recovery: 40.4% - 56.7%

3C        Allied Irish      Receive the Capital Campaign Fund.
           Bank Claim
                             Estimated Recovery: N/A

3D       Clergy Pension     Legal, equitable, and contractual
          Claims             rights to which the Claim entitles
                             its holder will be reinstated in
                             full on the Effective Date.

                             Estimated Recovery: N/A

3E       Gift Annuity       Legal, equitable, and contractual
          Claims             rights to which the Claim entitles
                             its holder will be reinstated in
                             full on the Effective Date.

                             Estimated Recovery: N/A

3F       Other Unsecured    Receive a Pro Rata distribution
          Claims             from the General Claims Payment
                             Account.

                             Estimated Recovery: 40.4% - 56.7%

  4       Penalty Claims     Will neither retain nor receive any
                             property on account of the Claims.

                             Estimated Recovery: 0%

Under the Plan, the Claims in Class 1 Secured Claims and Class 2
Priority Claims are unimpaired and conclusively presumed to have
accepted the Plan.  Holders of Claims in Class 3A Personal Injury
Tort Claims, Class 3B Lay Pension Claims, Class 3C Allied Irish
Bank Claim, and Class 3F Other Unsecured Claims are impaired and
are entitled to vote to accept or reject the Plan.

Holders of Claims in Class 3D Clergy Pension Claims and Class 3E
Gift Annuity Claims are potentially impaired and are entitled to
vote to accept or reject the Plan.  Holders of Claims in Class 4
Penalty Claims are impaired, but not will not retain or receive
any property under the Plan and, accordingly, are conclusively
presumed to have rejected the Plan.

The treatment of any Allowed Claim within a Class is subject to
any agreement between the Holder of the Allowed Claim and the
Diocese or the Plan Trust, which provides treatment of the Allowed
Claim on terms no less favorable to the Diocese than the treatment
provided in the Plan.

                   Allied Irish Bank Claim

In full satisfaction, settlement, and release of, and in exchange
for, the Class 3C Claim, on the Effective Date, the holder of the
Claim will receive a promissory note, which will (i) be executed
by the Reorganized Debtor in a principal amount equal to the
Allowed amount of the Class 3C Claim, and (ii) be payable on
economic terms no less favorable to the Reorganized Debtor than
the economic terms of the DEDA Loan Agreement, provided that if
the Capital Campaign Fund is determined to have been an
Unrestricted Asset of the Diocese, (i) the Reorganized Debtor will
direct the Custodian to liquidate the Capital Campaign Fund and
contribute the proceeds to the Plan Trust on behalf of the
Diocese, and (ii) the holder of the Class 3C Claim will receive a
Pro Rata distribution on the Claim from the General Claims Payment
Account in full satisfaction of its Class 3C Claim.

In November 2002, the Diocese obtained a loan of $12.5 million
from the Delaware Economic Development Authority to finance (i)
the construction of Christ the Teacher in Newark, Delaware, on
land owned by the Catholic Diocese Foundation, and (ii) certain
improvements to St. Thomas More Preparatory School.  To raise the
funds to make the loan, DEDA issued variable rate revenue bonds
due 2032 pursuant to a Trust Indenture between DEDA and Wilmington
Trust Company, as Indenture Trustee.  DEDA loaned the proceeds
from issuance of the bonds to the Diocese pursuant to a loan
agreement, then assigned its rights under the Loan Agreement to
the Indenture Trustee.

In connection with the transaction, Allied Irish Bank issued an
irrevocable letter of credit for $12,689,072 in favor of the
Indenture Trustee.  Pursuant to a reimbursement agreement with
AIB, the Diocese is obligated to reimburse AIB for the amount of
any draw on the Allied Irish LC.  The Allied Irish LC is
unsecured.

Following completion of the construction funded by the proceeds of
the DEDA Bonds, in 2004, Foundation and the Diocese transferred
the real property and improvements to the Diocese of Wilmington
Schools, Inc.  Thereafter, the Diocese made payments to the
Indenture Trustee as and when required under the Loan Agreement.
As of the Petition Date, approximately $11 million of principal
remained outstanding under the Loan Agreement and the DEDA Bonds.

                      Wilmington's Assets

The Disclosure Statement reveals that the Diocese owns real estate
properties, with appraised values as of September 2010 aggregating
$4,115,000.  Under the Plan, subject to the Reorganized Debtor's
right to retain up to $3 million in the aggregate of
Reorganization Assets, these Assets, or money's worth, will be
contributed to the Plan Trust for the benefit of the Creditors.

In addition to Insurance Assets, the Diocese also holds
unrestricted personal property, with estimated aggregate value of
$89,858,390 as of August 31, 2010.  These Assets include Cash,
Pooled Investment Account Investments, Lay Pension Fund and
Disputed Non-Debtor PIA Funds.  Under the Plan, subject fully to
the PIA Dispute Escrow and Lay Pension Dispute Escrow provisions
of the Plan and the Reorganized Debtor's right to retain up to
$3 million in the aggregate of Reorganization Assets, these Assets
will be contributed to the Plan Trust.

The Diocese also holds personal property, which is subject to
donor-imposed restrictions on use and disposition because (i) they
were solicited for specific or limited purposes, like the Annual
Appeal, capital campaign funds, and special collections, (ii) they
are held in trust, or (iii) the donor imposed the restrictions in
making the gift, devise, or bequest of the funds to the Diocese.

The estimated values of the Restricted Assets aggregate
$29,626,356.  These Assets include Cash, the Bishop's
Discretionary Fund, Restricted PIA Funds, Clergy Pension Fund and
the Gift Annuity Funds.  The Restricted Assets will re-vest in the
Reorganized Debtor.

Copies of the Disclosure Statement, Amended Plan, and blacklined
copy of the Amended Plan are available for free at:

    http://bankrupt.com/misc/Church_W_DS_09302010.pdf
    http://bankrupt.com/misc/Church_W_Plan_09302010.pdf
    http://bankrupt.com/misc/Church_W_Plan_09302010_B.pdf

                      Diocese's Statement

    WILMINGTON, Delaware -- October 5, 2010 -- In an effort to
provide an update on its bankruptcy and explain important elements
of its Plan of Reorganization, the Catholic Diocese of Wilmington,
Inc. offers [these] facts to the public:

              Facts About the Catholic Diocese of
                  Wilmington, Inc. Bankruptcy

On September 22, 2010, the Diocese filed a Plan of Reorganization
with the U.S. Bankruptcy Court.  The Plan, an amended version of
which was filed on September 30, is a standard part of the Chapter
11 bankruptcy process.  It is a roadmap to how the Diocese
proposes to compensate its creditors, emerge from bankruptcy, and
move forward with its pastoral, educational, charitable and
spiritual missions.  The Plan is subject to public hearings, an
affirmative vote of creditors, and approval by the Bankruptcy
Court -- a process that is expected to take at least several
months.

The Bankruptcy Reorganization Plan adopts elements of several
other plans of reorganization by dioceses which successfully
completed bankruptcy reorganization.  For example, the Diocese of
Davenport, Iowa, which is of similar size and faced similar
clerical sex-abuse claims, also offered abuse claimants several
options to pursue their claims, including a "convenience" option,
whereby a claim can be allowed in a set amount, without
arbitration or litigation.  In Davenport's case, the convenience
option offered claim allowances of $10,000, as compared with
$75,000 (diocesan priest claimant) and $25,000 (religious order
claimant) under this Plan.  But under the Plan it is the abuse
survivors, not the Diocese, who will choose the method of
determining their claims.

The Diocese's Plan Document and the letter from Bishop Malooly
addressing major components of the Plan are available online.

[This] summary is not meant to be complete but merely to describe
certain important elements of the Plan:

                          Plan Trust

A Plan Trust would be formed to hold assets of the bankruptcy
estate for the benefit of creditors.

                            Assets

The Diocese would contribute its insurance plus all but $3 million
of its unrestricted funds and the value of its real-estate held by
the diocesan corporation which includes two office buildings, the
Bishop's residence, the St. Thomas More Oratory, and a private
home given as a bequest to the Diocese.

A mechanism will be created to enable a contribution to the Plan
Trust by or on behalf of other Catholic entities that are not in
bankruptcy, including affiliated corporations and parishes, to
resolve their claims.

Still in dispute is approximately $74 million in a pooled
investment account, including investment funds of the Catholic
Diocese Foundation, Catholic Charities, Catholic Cemeteries and
other entities.  The bankruptcy judge ruled that the funds in the
Pooled Investment Account are part of the bankruptcy estate.  The
Court's decision is being appealed to the U. S. Court of Appeals
for the Third Circuit.  If the Third Circuit agrees with the
bankruptcy judge's ruling, these funds will be included among the
assets to be distributed to creditors, and the investing entities
will themselves become creditors.

                           Creditors

[These] creditors would be beneficiaries of the assets to be
distributed under the Plan of Reorganization:

     * Clerical sex-abuse claimants

     * Lay pension claimants, such as teachers and other
       employees of parishes and the Diocese

     * Allied Irish Bank, if the court rules that a restricted
       capital campaign fund (collected to underwrite the
       construction of a regional school) is part of the
       bankruptcy estate

     * Clergy pension claimants, if the Court rules that their
       pension assets are part of the bankruptcy estate

     * The diocesan affiliates and parishes with funds in the
       Pooled Investment Account, if the Bankruptcy Court ruling
       is upheld on appeal

                         Jurisdiction

All clerical sex-abuse claims pending in state court against the
Diocese or a parish would be removed to the U.S. District Court in
Wilmington for disposition as part of a claims estimation process.

                   Clerical Sex-abuse Claims

Sex-abuse claimants would have three options to pursue their
claims:

    * Arbitration

    * Trial in U.S. District Court

    * "Convenience Treatment," with allowances of $75,000 for
      claims involving diocesan priests and $25,000 for claims
      involving religious order priests

                    Disclosure and Healing

    The Diocese would undertake [these] voluntary steps:

    * The Bishop would meet with any survivor who wishes.  He
      would also send a letter of apology to survivors and their
      families.

    * Diocese would annually post on its web site the results of
      the annual audit by the United States Conference of
      Catholic Bishops of the Diocese's compliance with the
      Charter for the Protection of Children and Young People.

    * After emerging from bankruptcy the Diocese will establish
      a records repository open to the public for five years of
      all non-privileged documents in the Diocese's possession
      related to sexual abuse by, and/or supervision of, abusive
      clergy, religious, or lay employees.

    * Continue the current policy of terminating confidentiality
      agreements that survivors may have signed as part of legal
      settlements.

           Previous Diocesan Bankruptcy Settlements

                                        Average Award
      Diocese                             per Claim
      -------                             ---------
      Fairbanks, AK                         $33,000
      Davenport, IA                         237,000
      Spokane, WA                           275,000
      Tucson, AZ                            330,000
      Portland, OR                          410,000

                            Pension

The value of the assets in the two Lay Employee Pension Plan funds
is approximately $8.5 million.  Based on the most recent actuarial
estimates, the accrued and vested benefit liability of the Plan is
approximately $52 million.  Under the Reorganization Plan, the Lay
Employee Pension Plan Trust will receive a substantial
distribution from the bankruptcy estate.  Coupled with continuing
annual contributions by the Diocese to the Lay Employee Pension
Trust, this infusion of assets will enable the Pension Plan to
meet its obligations.

                      Disclosure Statement

On September 30, 2010, the Diocese filed its disclosure statement
with the Bankruptcy Court.  The statement was prepared by the
Diocese's attorneys in conjunction with and based upon information
supplied by the Diocese.  The disclosure statement describes
certain background matters and the material terms of the
reorganization plan and is intended as a summary document only.
The statement's primary purpose is to explain the plan and help
creditors determine their vote on the plan.  The Disclosure
Statement can be found online.

                   The Reason for Chapter 11

In filing for bankruptcy, the Diocese of Wilmington does not seek
to dodge responsibility for past criminal misconduct of clergy or
for the mistakes made by previous bishops failing to respond to
these crimes.  Nor does the Diocese seek bankruptcy to hide the
truth or deny survivors a day in court.  The Diocese is committed
to pursuing the truth.  For that reason the Diocese has never
sought to seal depositions of priests accused of sexual abuse and
it has consistently supported the unsealing of such records.  It
has never sought to seal the priests' files it has produced in
discovery in the Child Victim Act lawsuits.  Indeed the Diocese
has publicly corroborated many of the instances of abuse and has
provided more details about what corrective actions were taken or
not taken in the past.  The Diocese recognizes it has a moral
obligation to try to compensate all survivors of clergy sexual
abuse fairly.

The Diocese, however, has limited resources and limited insurances
with 150+ claims against it.  In addition to the litigation, the
Diocese has unfunded pension liability and is in default of
approximately $11 million dollars of unsecured bond indebtedness.
The Diocese acknowledges that it must try to compensate survivors
of clergy sexual abuse fairly.  In meeting this great obligation,
however, the Diocese cannot allow any single plaintiff or claimant
a disproportionate share of the limited funds available.  The
distribution must be fair and equitable.  Likewise, the Diocese
simply could not absorb the legally valid claims of its other
creditors, and continue its ministries.  Beyond the Diocese's
moral obligation to creditors it has a fundamental obligation to
the faithful people of the Diocese it serves to continue as best
it can the ministry of the Church.

As the Plan proceeds, the Diocese will continue its separate
negotiations with the Creditors' Committees and other parties in a
mediation process, with the goal of reaching a consensual
settlement and thus ending the protracted bankruptcy process.

                      The Amended Plan

The Catholic Diocese of Wilmington, Inc., delivered to Judge
Christopher S. Sontchi of the United States Bankruptcy Court for
the District of Delaware its Amended Chapter 11 Plan of
Reorganization and accompanying Disclosure Statement on
September 30, 2010.

The Diocese filed its original Plan on September 22, without a
Disclosure Statement.  Bishop W. Francis Malooly signed the Plan.

The Amended Plan and the Disclosure Statement provide for the
treatment and estimated recoveries of the different Classes of
Claims, and the detailed treatment of the Class 3C Allied Irish
Bank Claim.

The Amended Plan also provides for the establishment of Disputed
Claims Reserves for the benefit of Holders of Disputed Claims.
Interim distributions of Cash on Allowed Claims of a given Class
may be made from time to time, with sufficient Cash held in
reserve to cover the Disputed Claims of the Class pending
allowance or disallowance of the Disputed Claims.  As a result,
the process of distributing all Cash to be distributed to Holders
of Allowed Claims under the Plan will be completed over time.

                      Treatment of Claims

The Diocese reveals that as of August 31, 2010, these Claims were
filed against its bankruptcy estate, excluding professionals'
claims:

    Type of Claims        # of Claims     Claim Amount
    --------------        -----------     ------------
    Secured                    17          $15,232,689
    Administrative              0                    0
    Priority                1,125          109,718,602
    General Unsecured       1,173          206,447,469

The Amended Plan provides for these classification and treatment
of claims:

Class      Description       Treatment
-----      -----------       ---------
N/A       Administrative    Paid in Cash equal to the Allowed
           Claims            amount of the Claim, which will not
                             include any interest, penalty or
                             premium.

                             Estimated Recovery: 100%

N/A       Priority Tax
           Claims, if any    Paid in Cash equal to the Allowed
                             Amount of the Claim, which will not
                             include any penalty or premium.

  1        Secured Claims    Legal, equitable, and contractual
                             rights to which the Claim entitles
                             its holder will be reinstated in
                             full on the Effective Date.

                             Estimated Recovery: N/A

  2        Priority Claims   Paid in Cash equal to the Allowed
                             amount of the Claim, which will not
                             include any interest, penalty or
                             premium.

                             Estimated Recovery: 100%

3A        Personal Injury   Receive a Pro Rata distribution
           Tort Claims       from the Personal Injury Tort
                             Claims Payment Account.  Minimum
                             recovery for claimants electing
                             Injury Tort Claim treatment is 50%.

                             Estimated Recovery: 47% - 74.7%

3B        Lay Pension       Receive a Pro Rata distribution
           Claims            from the General Claims Payment
                             Account.

                             Estimated Recovery: 40.4% - 56.7%

3C        Allied Irish      Receive the Capital Campaign Fund.
           Bank Claim
                             Estimated Recovery: N/A

3D       Clergy Pension     Legal, equitable, and contractual
          Claims             rights to which the Claim entitles
                             its holder will be reinstated in
                             full on the Effective Date.

                             Estimated Recovery: N/A

3E       Gift Annuity       Legal, equitable, and contractual
          Claims             rights to which the Claim entitles
                             its holder will be reinstated in
                             full on the Effective Date.

                             Estimated Recovery: N/A

3F       Other Unsecured    Receive a Pro Rata distribution
          Claims             from the General Claims Payment
                             Account.

                             Estimated Recovery: 40.4% - 56.7%

  4       Penalty Claims     Will neither retain nor receive any
                             property on account of the Claims.

                             Estimated Recovery: 0%

Under the Plan, the Claims in Class 1 Secured Claims and Class 2
Priority Claims are unimpaired and conclusively presumed to have
accepted the Plan.  Holders of Claims in Class 3A Personal Injury
Tort Claims, Class 3B Lay Pension Claims, Class 3C Allied Irish
Bank Claim, and Class 3F Other Unsecured Claims are impaired and
are entitled to vote to accept or reject the Plan.

Holders of Claims in Class 3D Clergy Pension Claims and Class 3E
Gift Annuity Claims are potentially impaired and are entitled to
vote to accept or reject the Plan.  Holders of Claims in Class 4
Penalty Claims are impaired, but not will not retain or receive
any property under the Plan and, accordingly, are conclusively
presumed to have rejected the Plan.

The treatment of any Allowed Claim within a Class is subject to
any agreement between the Holder of the Allowed Claim and the
Diocese or the Plan Trust, which provides treatment of the Allowed
Claim on terms no less favorable to the Diocese than the treatment
provided in the Plan.

                   Allied Irish Bank Claim

In full satisfaction, settlement, and release of, and in exchange
for, the Class 3C Claim, on the Effective Date, the holder of the
Claim will receive a promissory note, which will (i) be executed
by the Reorganized Debtor in a principal amount equal to the
Allowed amount of the Class 3C Claim, and (ii) be payable on
economic terms no less favorable to the Reorganized Debtor than
the economic terms of the DEDA Loan Agreement, provided that if
the Capital Campaign Fund is determined to have been an
Unrestricted Asset of the Diocese, (i) the Reorganized Debtor will
direct the Custodian to liquidate the Capital Campaign Fund and
contribute the proceeds to the Plan Trust on behalf of the
Diocese, and (ii) the holder of the Class 3C Claim will receive a
Pro Rata distribution on the Claim from the General Claims Payment
Account in full satisfaction of its Class 3C Claim.

In November 2002, the Diocese obtained a loan of $12.5 million
from the Delaware Economic Development Authority to finance (i)
the construction of Christ the Teacher in Newark, Delaware, on
land owned by the Catholic Diocese Foundation, and (ii) certain
improvements to St. Thomas More Preparatory School.  To raise the
funds to make the loan, DEDA issued variable rate revenue bonds
due 2032 pursuant to a Trust Indenture between DEDA and Wilmington
Trust Company, as Indenture Trustee.  DEDA loaned the proceeds
from issuance of the bonds to the Diocese pursuant to a loan
agreement, then assigned its rights under the Loan Agreement to
the Indenture Trustee.

In connection with the transaction, Allied Irish Bank issued an
irrevocable letter of credit for $12,689,072 in favor of the
Indenture Trustee.  Pursuant to a reimbursement agreement with
AIB, the Diocese is obligated to reimburse AIB for the amount of
any draw on the Allied Irish LC.  The Allied Irish LC is
unsecured.

Following completion of the construction funded by the proceeds of
the DEDA Bonds, in 2004, Foundation and the Diocese transferred
the real property and improvements to the Diocese of Wilmington
Schools, Inc.  Thereafter, the Diocese made payments to the
Indenture Trustee as and when required under the Loan Agreement.
As of the Petition Date, approximately $11 million of principal
remained outstanding under the Loan Agreement and the DEDA Bonds.

                      Wilmington's Assets

The Disclosure Statement reveals that the Diocese owns real estate
properties, with appraised values as of September 2010 aggregating
$4,115,000.  Under the Plan, subject to the Reorganized Debtor's
right to retain up to $3 million in the aggregate of
Reorganization Assets, these Assets, or money's worth, will be
contributed to the Plan Trust for the benefit of the Creditors.

In addition to Insurance Assets, the Diocese also holds
unrestricted personal property, with estimated aggregate value of
$89,858,390 as of August 31, 2010.  These Assets include Cash,
Pooled Investment Account Investments, Lay Pension Fund and
Disputed Non-Debtor PIA Funds.  Under the Plan, subject fully to
the PIA Dispute Escrow and Lay Pension Dispute Escrow provisions
of the Plan and the Reorganized Debtor's right to retain up to $3
million in the aggregate of Reorganization Assets, these Assets
will be contributed to the Plan Trust.

The Diocese also holds personal property, which is subject to
donor-imposed restrictions on use and disposition because (i) they
were solicited for specific or limited purposes, like the Annual
Appeal, capital campaign funds, and special collections, (ii) they
are held in trust, or (iii) the donor imposed the restrictions in
making the gift, devise, or bequest of the funds to the Diocese.

The estimated values of the Restricted Assets aggregate
$29,626,356.  These Assets include Cash, the Bishop's
Discretionary Fund, Restricted PIA Funds, Clergy Pension Fund and
the Gift Annuity Funds.  The Restricted Assets will re-vest in the
Reorganized Debtor.

Copies of the Disclosure Statement, Amended Plan, and blacklined
copy of the Amended Plan are available for free at:

    http://bankrupt.com/misc/Church_W_DS_09302010.pdf
    http://bankrupt.com/misc/Church_W_Plan_09302010.pdf
    http://bankrupt.com/misc/Church_W_Plan_09302010_B.pdf

                  About the Diocese of Wilmington

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

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

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


CCA MIDWEST: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: CCA Midwest, Inc.
        2340 Newburg Road
        Belvidere, IL 61008

Bankruptcy Case No.: 10-42630

Chapter 11 Petition Date: October 26, 2010

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

Judge: John K. Olson

Debtor's Counsel: Chad P. Pugatch, Esq.
                  RICE PUGATCH ROBINSON & SCHILLER, P.A.
                  101 NE 3 Ave Suite 1800
                  Ft. Lauderdale, FL 33301
                  Tel: (954) 462-8000
                  E-mail: cpugatch.ecf@rprslaw.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/flsb10-42630.pdf

The petition was signed by Kenneth B. Thiel, president.

Debtor-affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Carpenter Contractors of               10-42604   10/25/10
America, Inc.


CHEM RX: Creditors Committee Opposes 1st Lien Lenders' Attys. Fees
------------------------------------------------------------------
Chem RX Corp.'s unsecured creditors are opposing first-lien
lenders' efforts to charge the Company for fees and expenses
racked up during a legal fight between creditors, Dow Jones' DBR
Small Cap reports.

According to the report, the committee representing unsecured
creditors in Chem RX's bankruptcy case said that Canadian Imperial
Bank of Commerce, the agent under the Company's $105 million
first-lien credit facility, had filed a lawsuit against second-
lien lenders.  In the lawsuit, the report relates, the first-lien
agent claimed that based on an intercreditor agreement, the
second-lien lenders were not permitted to waive their liens and,
as a result, serve on the unsecured creditors committee.

Since then, the Committee said the U.S. Bankruptcy Court in
Wilmington, Del., found that second-lien lenders can waive their
liens and exercise their rights as unsecured creditors, the report
says.

                     About Chem RX Corporation

Long Beach, N.Y.-based Chem RX Corporation, aka Paramount
Acquisition Corp. -- http://www.chemrx.net/-- is a major
institutional pharmacy serving the New York City metropolitan
area, as well as parts of New Jersey, upstate New York,
Pennsylvania and Florida.  Chem Rx's client base includes skilled
nursing facilities and a wide range of other long-term care
facilities.  Chem Rx annually provides more than six million
prescriptions to more than 69,000 residents of more than 400
institutional facilities.

The Company and five affiliates sought Chapter 11 protection
(Bankr. D. Del. Case No. 10-11567) on May 11, 2010.  Dennis
A. Meloro, Esq., and Scott D. Cousins, Esq., at Greenberg
Traurig, LLP, represents the Company in its restructuring.

Cypress Holdings, LLC, is the Company's financial advisor.  RSR
Consulting, LLC, is the Company's chief restructuring officer.
Brunswick Group LLP is the Company's public relations consultant.
Grant Thornton LLP is the Company's independent auditor.  Lazard
Middle Market LLC is the Company's investment banker.  Eichen &
Dimeglio PC is the Company's tax advisor.  Kurtzman Carson
Consultants is the Company's claims and notice agent.

The Company disclosed $169,690,868 in assets and $178,281,128 in
debts as of February 28, 2010.


CITIGROUP INC: Moody's Raises Rating on Preferred Stock to 'Ba3'
----------------------------------------------------------------
Moody's Investors Service raised its rating on Citigroup Inc.'s
non-cumulative preferred securities to Ba3 from Caa1.  The rating
outlook on the non-cumulative preferred securities is stable.
Moody's stated there was no change to Citigroup's other ratings.
Citigroup Inc.'s senior debt is rated A3 and Citibank N.A.'s
unsupported bank financial strength rating is C-, which maps to
Baa2, while the rating on Citibank for deposits and senior debt is
A1.  The short-term ratings at Citigroup and Citibank are Prime-1.

Upgrades:

Issuer: Citigroup Inc.

  -- Non-Cum Preferred Stock, Upgraded to Ba3 from Caa1

                        Ratings Rationale

The upgrade on the rating of Citigroup's non-cumulative preferred
securities is in response to its announcement that it will
recommence paying dividends on these securities beginning
November 1, 2010.  The Ba3 rating reflects the securities low
priority of claim as well as Moody's approach whereby non-
cumulative preferred securities do no benefit from assumed
government support.  They are therefore rated four notches below
Citibank N.A.'s adjusted baseline credit assessment of Baa2, which
includes one notch adjustment to capture the risk of structural
subordination of the holding company.

Citigroup Inc. announced the suspension of dividends on its non-
cumulative preferred securities on February 27th, 2009 in
conjunction with its offer to exchange non-cumulative preferred
securities for common equity.  Citigroup has missed five
consecutive quarterly dividend payments on the non-cumulative
securities that were not exchanged in the tender offer and which
remain outstanding.

Moody's last rating action was on February 24, 2010, when it
lowered its ratings on Citigroup's junior-subordinated TRUPS and
Enhanced TRUPS securities to Ba1 from Baa3.  It also lowered to
Ba2 from Ba1 the rating on the cumulative preferred securities
issued by Egg Banking plc that are guaranteed by Citigroup Inc. In
addition, the non-cumulative preferred securities were upgraded to
Caa1 from Ca in response to Moody's then expected loss analysis
and greater confidence that the coupons suspended would eventually
be resumed.

The action by Moody's was in line with Moody's revised Guidelines
for Rating Bank Hybrids and Subordinated Debt published in
November 2009.

Citigroup Inc. is headquartered in New York City.  Its reported
assets $1,983 billion as of September 30, 2010.


COMMONWEALTH BIOTECHNOLOGIES: Posts $218,300 Net Loss in Q2 2010
----------------------------------------------------------------
Commonwealth Biotechnologies, Inc. filed its quarterly report on
Form 10-Q, showing a net loss of $218,276 on $734,694 of revenue
for the three months ended June 30, 2010, compared with a net loss
of $557,105 on $685,730 of revenue for the same period of 2009.

For the three months ended June 30, 2010, and 2009, losses from
continuing operations were $218,276 and $656,419, respectively.
Income from discontinued operations was $0 and $99,314 for the
three months ended June 30, 2010, and 2009, respectively.

The convertible notes due the PIPE Investors and Fornova have
matured and are currently past due.  The Company does not believe
it will be able to satisfy these obligations through the issuance
of Common Stock.  The Company is currently evaluating other
alternatives that will allow it to pay these notes in full.

The Company's balance sheet as of June 30, 2010, showed
$6.4 million in total assets, $5.7 million in total liabilities,
and stockholders' equity of $715,393.

As reported in the Troubled Company Reporter on April 6, 2010,
Witt Mares, PLC, in Richmond, Va., expressed substantial doubt
about the Company's ability to continue as a going concern,
following the Company's 2009 results.  The independent auditors
noted of the Company's recurring losses from operations and
inability to generate sufficient cash flow to meet its obligations
and sustain its operations.

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

               http://researcharchives.com/t/s?6d0e

                About Commonwealth Biotechnologies

Richmond, Va.-based Commonwealth Biotechnologies, Inc., is a
specialized life sciences outsourcing business that offers a
complete array of discovery chemistry and biology products and
services through its subsidiary Mimotopes Pty Limited.  In
March 2008, the Company entered into a Joint Venture with Beijing-
based, Venturepharm Laboratories, Ltd., in order to offer high
throughput, low cost drug discovery services through new
facilities in China.

In 2009, CBI also provided services through CBI Services and
Fairfax Identity Labs, two divisions that were sold to Bostwick
Laboratories effective November 2, 2009.  The results of operating
these two divisions are shown as discontinued operations in the
Consolidated Statements of Operations for the three and six-month
periods ended June 30, 2010.


COMPTON PETROLEUM: Moody's Withdraws 'Caa1' Corp. Family Rating
---------------------------------------------------------------
Moody's Investors Service has withdrawn Compton Petroleum
Corporation's ratings following the repayment of its rated debt.
Ratings withdrawn include the Caa1 Corporate Family Rating and
Probability of Default Rating, and the Caa2 senior unsecured notes
rating.

This action follows Compton's exchange under a Plan of Arrangement
of its US$450 million senior unsecured notes for considerations
totaling 94% of the face amount of the notes, comprised of cash
(41%), new senior unsecured notes due 2017 (43%), and mandatory
converts due 2011 (10%).  Moody's views this as a distressed
exchange.

Moody's does not rate Compton's new senior unsecured notes due
2017.

Outlook Actions:

Issuer: Compton Petroleum Corporation

  -- Outlook, Changed To Rating Withdrawn From Negative

Issuer: Compton Petroleum Finance Corporation

  -- Outlook, Changed To Rating Withdrawn From Negative

Withdrawals:

Issuer: Compton Petroleum Corporation

  -- Probability of Default Rating, Withdrawn, previously rated
     Caa1

  -- Corporate Family Rating, Withdrawn, previously rated Caa1

Issuer: Compton Petroleum Finance Corporation

  -- Senior Unsecured Regular Bond/Debenture, Withdrawn,
     previously rated Caa2, LGD4, 67%

Compton is a Calgary, Alberta-based energy company that had
production of primarily natural gas of 16,000 barrels of oil
equivalent per day in the quarter ended June 30, 2010.


CONNECTOR 2000: Files Chapter 9 Plan of Reorganization
------------------------------------------------------
Connector 2000 Association Inc. introduced a Chapter 9 plan to
repay creditors and exit bankruptcy protection, Dow Jones' Small
Cap reports.

According to the report, against the backdrop of a brewing battle
with the South Carolina Department of Transportation, which says
Connector 2000 isn't eligible for relief under Chapter 9 of the
Bankruptcy Code, the nonprofit corporation has nonetheless debuted
its reorganization plan.  The report relates that the Company
acknowledged that it can only move forward with the plan if it
succeeds in convincing the court that it is entitled to a Chapter
9 bankruptcy proceeding.

A trial on the topic, pitting Connector 2000 against the SCDOT, is
set for Dec. 6, the report notes.

In the meantime, Connector 2000 laid out its proposal, which
divides creditors' claims into six classes, exclusive of the
administrative claims born from the case, the report adds.

                       About Connector 2000

Piedmont, South Carolina-based Connector 2000 Association Inc. is
a non-profit association set up by the South Carolina Department
of Transportation to finance, construct and operate the 16-mile
toll road known as the "Southern Connector" in Greenville County,
and to build the South Carolina Highway 153 Extension.

Connector 2000 filed for Chapter 9 bankruptcy protection on
June 24, 2010 (Bankr. D. S.C. Case No. 10-04467), estimating both
assets and debts between $100 million and $500 million.  Judge
David R. Duncan presides over the case.  Stanley H. McGuffin,
Esq., at Haynsworth Sinkler Boyd P.A., serves as bankruptcy
counsel.


CRACKER BARREL: S&P Affirms Corporate Credit Rating at 'BB-'
------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'BB-'
corporate credit rating on Lebanon, Tenn.-based Cracker Barrel Old
Country Store Inc.  At the same time, S&P revised its outlook to
positive from stable.

In addition, S&P affirmed its 'BB-' issue ratings on the company's
$1.25 billion senior secured credit facility, which consists of a
$250 million revolving credit facility (due 2011) and a $1 billion
term loan B (due 2013).  The recovery ratings on the debt are '3',
indicating S&P's expectation for meaningful (50%-70%) recovery in
the event of payment default.  At fiscal year-end July 30, 2010,
CBRL had about $581 million of debt outstanding.

"The rating on CBRL reflects S&P's expectation that the rate of
leverage improvement will moderate, but remain in the low-3x
area," said Standard & Poor's credit analyst Brian Milligan.  S&P
also see modestly higher sales and a slight improvement in margins
for 2011.  S&P views the company's business risk profile as fair
given its solid position in the highly competitive family-dining
sector, and its financial risk profile as aggressive given its
high debt leverage and historically shareholder-friendly financial
policies, offset by recent credit measure improvement and strong
liquidity.


CW MEDIA: Moody's Upgrades Corporate Family Rating to 'Ba2'
-----------------------------------------------------------
Moody's Investors Service upgraded CW Media Holding Inc.'s
corporate family and probability of default ratings to Ba2 from
Ba3.  At the same time, ratings on the company's senior secured
credit facility were upgraded to Baa3 from Ba2 while ratings for
senior unsecured notes were upgraded to Ba2 from B1.  The rating
action reflects the pending reduction of CW's debt by half, as it
is about to be acquired by Shaw Communications Inc. (Shaw, Baa3,
Stable).

This summarizes Moody's ratings and the rating actions for CW
Media:

Rating and Outlook Actions:

Issuer: CW Media Holdings Inc.

  -- Corporate Family Rating, Upgraded to Ba2 from Ba3

  -- Probability of Default Rating, Upgraded to Ba2 from Ba3

  -- Senior Secured Bank Credit Facility, Upgraded to Baa3 (LGD2,
     23%) from Ba2 (LGD2, 24%) (rating for the term loan will be
     withdrawn in due course)

  -- Senior Unsecured Regular Bond/Debenture, Upgraded to Ba2
     (LGD4, 60%) from B1 (LGD5, 79%)

  -- Outlook, Unchanged at Stable

                        Ratings Rationale

On October 22, 2010, the Canadian Radio-television and
Telecommunications Commission approved Shaw's acquisition of 100%
of the over-the-air and specialty television businesses of Canwest
Global Communications Corp.  Canwest Global's television
businesses are comprised of Global Television Network's
predominantly over-the-air broadcast operations plus specialty
television interests owned by CW Media.  Subsequent to the CRTC
approval, Shaw announced that it would refinance CW Media's term
loan (a step that more than halves the company's debt load), and
that it had augmented its credit facilities to do so without
adversely impacting its own liquidity.

Our rating assessment accounts for the company's positive
fundamentals as a Canadian specialty / subscription cable
television operation with a growing revenue stream, strong profit
margins, and solid free cash flow generating capability.  The
company's relatively small scale and somewhat volatile cash flow
profile restrain the rating.  Without Shaw's sponsorship but
subsequent to the debt reduction that will occur when Shaw
completes its acquisition of CW Media, the stand-alone CFR and PDR
are appropriately positioned at Ba2.

                          Rating Outlook

CW Media's ratings outlook is stable as is that of the company's
ultimate parent, Shaw.  Moody's think the company will operate in
a leverage range consistent with the Ba2 rating for the
foreseeable future.  As well, Moody's think Shaw will continue to
exhibit the key attributes of an investment grade company over the
rating horizon.

                What Could Change the Rating -- Up

A ratings upgrade is not expected.  Positive outlook or ratings
actions could occur in the event Moody's expect Debt/EBITDA to be
reduced - by way of EBITDA expansion plus debt repayment - towards
2.0x.  Positive rating actions would also require positive
industry dynamics and the continued maintenance of solid liquidity
arrangements.  While Shaw does not guarantee CW Media's debts, an
upgrade would also depend somewhat on Shaw's credit profile not
providing a contrary influence (this is not expected).

              What Could Change the Rating -- Down

A ratings downgrade is not expected.  Negative outlook or ratings
action could result from an abrupt and material decrease in the
cash flow stream that would be signaled by Debt/DBITDA exceeding
3.0x (on a sustainable basis).  While Shaw does not guarantee CW
Media, the company's sponsorship provides some downwards ratings
protection.

                        Corporate Profile

CW Media Holdings Inc. is a Toronto, Ontario based specialty /
subscription cable television operation that is being acquired by
Shaw Communications Inc. (Baa3, Stable).  The business consists of
a controlling interest in and operation of 13 Canadian specialty
television channels including Showcase, Slice, History Television,
HGTV Canada and Food Network Canada,.  The Company also has a 50%
interest in two jointly controlled Canadian French-language
specialty television channels and a non-controlling interest in
two other English-language Canadian specialty television channels.
The Company's revenues are primarily earned from subscribers who
indirectly through broadcast distribution undertakings pay a fee,
typically monthly, to receive the distribution of the Company's
channel signals and from advertisers who place advertisements on
the channels.  Subscriber revenues are earned relatively evenly
throughout the year.  Advertising revenue is seasonal; generally
highest in the first quarter and lowest in the fourth quarter.

Headquartered in Calgary, Alberta, Canada, Shaw Communications
Inc. is a diversified Canadian communications company whose core
business is providing cable television, Internet and telephone
service to residential consumers primarily in Western Canada.
Shaw also owns a national Direct-to-Home satellite provider,
ShawDirect.  With some 2.3 million basic subscribers, Shaw
operates one of the two largest cable systems in Canada and, with
900,000 subscribers, Shaw Direct is one of two Canadian satellite
direct-to-home operations.


DANIEL REECE: Case Summary & 5 Largest Unsecured Creditors
----------------------------------------------------------
Joint Debtors: Daniel Louis Reece
               Kimberly Ann Reece
                 aka Kimberly Cranon-Reece
                     Kimberly L. Cranon-Reece
               5519 Corning Avenue
               Los Angeles, CA 90056

Bankruptcy Case No.: 10-56192

Chapter 11 Petition Date: October 27, 2010

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

Judge: Sheri Bluebond

Debtors' Counsel: James A. Hayes, Esq.
                  CALLAHN THOMPSON SERMAN & CAUDILL
                  2601 Main Street, Suite 800
                  Irvine, CA 92614
                  Tel: (949) 261-2872
                  Fax: (949) 261-6060
                  E-mail: jhayes@ctsclaw.com

Scheduled Assets: $1,452,155

Scheduled Debts: $1,316,720

A list of the Joint Debtors' five largest unsecured creditors
filed together with the petition is available for free at:
http://bankrupt.com/misc/cacb10-56192.pdf


DANIEL REGAN: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Daniel Robert Regan
        17592 Gothard Street
        Huntington Beach, CA 92647

Bankruptcy Case No.: 10-25209

Chapter 11 Petition Date: October 26, 2010

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

Judge: Erithe A. Smith

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

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

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

A list of the Debtor's 20 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/cacb10-25209.pdf


DANNY RAY NICHOLSON: Creditor Keeps Lien on One Vehicle
-------------------------------------------------------
In In re: Danny Ray Nicholson, Sr., and Patricia L. Nicholson,
sued James B. Flowe, Sr., (Bankr. M.D. N.C. Adv. Pro. No.
09-06043), Plaintiffs sued the Defendant, objecting to liens that
the Defendant placed on three of the Debtors' automobiles pursuant
to 11 U.S.C. Sec. 547(b) and (d).  The Hon. Catharene R. Aron
rules that the difference in the treatment of the liens turns
solely upon the fourth element of Sec. 547(b), which requires that
the transfer be made within 90 day of the filing of the petition.
The Debtors filed a voluntary petition on August, 14, 2008.  The,
the Defendant placed a lien on the 1957 Chevrolet on July 29,
2008, placed a lien on the 1999 Mercedes on July 9, 2008, and
placed a lien on the 2003 Cadillac on May 14, 2008.  Consequently,
unlike the liens placed on the 1957 Chevrolet and 1999 Mercedes,
the lien placed on the 2003 Cadillac falls outside the 90-day
period.  Accordingly, the Defendant's liens on the 1957 Chevrolet
and the 1999 Mercedes are preferential and are to be set aside,
but the lien on the 2003 Cadillac is to be deemed valid.  As the
Defendant is permitted to retain the lien on the 2003 Cadillac, he
is entitled to an unsecured claim for $133,035.  This value
represents the amount of the Defendant's unsecured claim listed on
the Debtors' Petition, which was $150,000, less the value of the
2003 Cadillac at the time the Adversary Proceeding was initiated,
which was $16,965.

A copy of the Court's decision is available at http://is.gd/gnLYl
from Leagle.com.

Danny Ray Nicholson, Sr. and Patricia L. Nicholson filed a
voluntary Chapter 11 petition (Bankr. M.D. N.C. Case No. 08-51339)
on August 14, 2008.  Neil Jonas, Esq., and W. Joseph Burns, Esq.,
served as attorneys for the Debtors.  Michael D. West served as
Bankruptcy Administrator.  On May 25, 2010, the Court entered an
order confirming the Debtors' Plan.


DEL NORTE: Case Summary & 5 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Del Norte Investment Company, LLC
          aka Del Norte Investment Co., LLC
        1640 S. Sepulveda Boulevard, Suite 430
        Los Angeles, CA 90025

Bankruptcy Case No.: 10-56145

Chapter 11 Petition Date: October 27, 2010

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

Judge: Alan M. Ahart

Debtor's Counsel: Bruce Ficht, Esq.
                  LAW OFFICE OF BRUCE FICHT
                  23945 Calabasas Road, Suite 212
                  Calabasas, CA 91302
                  Tel: (818) 876-8590
                  Fax: (818) 876-8593

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

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

A list of the Company's five largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/cacb10-56145.pdf

The petition was signed by George Herscu, managing member.


DELPHI CORP: Court Rejects Highland's Subst. Contribution Claim
---------------------------------------------------------------
Bankruptcy Judge Robert Drain, who presides Delphi Corp.'s Chapter
11 cases, denied Highland Capital Management L.P.'s request to
allow substantial contribution claim, as amended, for
$1.75 million pursuant to Section 503(b)(3) and (b)(4) of the
Bankruptcy Code.

Before entry of the order, the Reorganized Debtors responded to
two new issues Highland raised in the supplement to the Highland
Motion and the related declaration submitted by Patrick Daugherty,
namely that:

  (1) Mr. Daugherty suggested in his declaration that Highland's
      competing investment proposals led to lower commitment
      fees in the Amended Equity Purchase and Commitment
      Agreement; and

  (2) Highland's amended claim contains fees and expenses that
      are unreasonable.

Counsel to the Reorganized Debtors, John Wm. Butler, Jr., Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, in Chicago, Illinois,
asserted that Mr. Daugherty's speculation, notwithstanding
Highland's actions taken as a prospective bidder, are not the sort
of extraordinary efforts that may form the basis for a substantial
contribution claim.  Mr. Butler argued that Highland's investment
proposals did not contribute to lower fees under the Amended EPCA;
instead, the reduction in commitment fees between the Original
EPCA and the Amended EPCA was most likely a function of the
corresponding decrease in the total investment between the
Original EPCA and the Amended EPCA.

In addition, Highland amended its claim to reflect $1,699,774 in
fees and $50,614 in expenses for Haynes and Boone LLP.  Mr. Butler
pointed out that certain of the amended fees and expenses asserted
are unreasonable and unrelated to the benefit that Highland
believes it conferred.  A review of Highland's amended fee detail
reveals that even during the relevant time frame, Highland
continues to assert fees for Haynes and Boone work related only to
case administration, monitoring and education that are not
compensable from the Reorganized Debtors' estates, Mr. Butler
insisted.

                      District Court Denies Claim

Meanwhile Judge P. Kevin Castel of the U.S. District Court for the
Southern District of New York dismissed the International Union of
Electronic, Electrical, Salaried, Machine and Furniture Workers,
Communications Workers of America IUE-CWA's appeal of Judge
Drain's order denying the IUE-CWA's Motion to Allow Substantial
Contribution Claim.

IUE-CWA is directed to pay any court costs or fees that may be due
in connection with the appeal.

                         About Delphi Corp.

Based in Troy, Michigan, Delphi Corporation --
http://www.delphi.com/-- is a global supplier of electronics and
technologies for automotive, commercial vehicle and other market
segments.  Delphi operates major technical centers, manufacturing
sites and customer support facilities in 30 countries.

The Company filed for Chapter 11 protection on October 8, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm. Butler Jr.,
Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, represented the Debtors in their
restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represented the Official Committee of Unsecured Creditors.  As of
June 30, 2008, the Debtors' balance sheet showed US$9,162,000,000
in total assets and US$23,742,000,000 in total debts.

The Court confirmed Delphi's plan on January 25, 2008.  The Plan
was not consummated after a group led by Appaloosa Management,
L.P., backed out from their proposal to provide US$2,550,000,000
in equity financing to Delphi.  At the end of July 2009, Delphi
obtained confirmation of a revised plan, build upon a sale of the
assets to a entity formed by some of the lenders who provided
$4 billion of debtor-in-possession financing, and General Motors
Company.

On October 6, 2009, Delphi Corp.'s Chapter 11 plan of
reorganization became effective.  A Master Disposition Agreement
executed among Delphi Corporation, Motors Liquidation Company,
General Motors Company, GM Components Holdings LLC, and DIP Holdco
3, LLC, divides Delphi's business among three separate parties --
DPH Holdings LLC, GM Components, and DIP Holdco 3.

Delphi emerged from Chapter 11 as DPH Holdings.  DPH Holdings will
remain responsible for the post-Effective Date administration and
eventual closing of the Chapter 11 cases as well as the
disposition of certain retained assets and payment of certain
retained liabilities as provided under the Modified Plan.

Bankruptcy Creditors' Service, Inc., publishes Delphi Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings of Delphi
Corp. and its debtor-affiliates.  (http://bankrupt.com/newsstand/
or 215/945-7000)


DELPHI CORP: DPH Incurs $12 Million Operating Loss in Q3
--------------------------------------------------------
DPH Holdings Corp. and its affiliates submitted to Judge Robert
Drain of the U.S. Bankruptcy Court for the Southern District of
New York on October 27, 2010, a consolidated operating report for
the quarter period ended September 30, 2010.

DPH Holdings President John C. Brooks related that the
Reorganized Debtors incurred an operating loss of $12 million for
the third quarter of 2010.

                    DPH Holdings Corp., et al.
                    Schedule of Disbursements
               Three Months Ended September 30, 2010

  DPH Holdings Corp.                           $14,651,000
  DPH NY Holding LLC                                     0
  ASEC Manufacturing General Partnership                 0
  ASEC Sales General Partnership                         0
  Environmental Catalysts, LLC                           0
  DPH Medical Systems Colorado LLC                       0
  DPH Medical Systems Texas LLC                          0
  DPH Medical Systems LLC                                0
  Specialty Electronics, LLC                             0
  DPH Liquidation Holding LLC                            0
  DPH Electronics (Holding) LLC                          0
  DPH-DAS Tennessee, LLC                                 0
  DPH Mechatronic Systems, LLC                       1,000
  DPH-DAS Risk Management LLC                            0
  Exhaust Systems LLC                                    0
  DPH-DAS Korea, LLC                                     0
  DPH International Services, LLC                        0
  DPH-DAS Thailand, LLC                                  0
  DPH-DAS International, LLC                             0
  DPH International Holdings LLC                         0
  DPH-DAS Overseas LLC                                   0
  DPH-DAS (Holding), LLC                                 0
  Delco Electronics Overseas LLC                         0
  DPH Diesel Systems LLC                                 0
  DPH LLC                                                0
  Aspire, LLC                                            0
  DPH Integrated Service Solutions, LLC                  0
  DPH Connection Systems LLC                             0
  Packard Hughes Interconnect Company LLC                0
  DREAL, LLC                                             0
  DPH-DAS Services LLC                                   0
  DPH Services Holding LLC                               0
  DPH-DAS Global (Holding), LLC                          0
  DPH-DAS Human Resources LLC                            0
  DPH-DAS LLC                                      195,000
  DPH Furukawa Wiring Systems LLC                        0
  DPH Receivables LLC                                    0
  MobileAria, LLC                                        0

In connection with the consummation of Delphi Corp.'s Confirmed
Modified First Amended Joint Plan of Reorganization, DIP Holdco
LLP, now known as Delphi Automotive LLP, as assignee of DIP
Holdco 3 LLC, through various subsidiaries and affiliates,
acquired on October 6, 2009, substantially all of the global core
business of Delphi Corp., now known as DPH Holdings Corp. and its
debtor affiliates, including the stock of Delphi Technologies,
Inc. and the membership interests in Delphi China LLC.  Thus,
neither Delphi Technologies, Inc. nor Delphi China LLC is
included in the current quarterly operating report.

Thus, Debtors Delphi Technologies, Inc. and Delphi China
LLC filed with the Court a separate operating report for the
quarter ended September 30, 2010.

                Delphi Technologies, Inc., et al.
                    Schedule of Disbursements
               Three Months Ended September 30, 2010

  Delphi Technologies, Inc.                     $2,121,779
  Delphi China LLC                                       0

Delphi Corp. Treasurer and Acting Chief Financial Officer Keith
D. Stipp related that operating expenses plus any applicable cure
payments for the quarter ended September 30, 2010, was used as a
proxy for disbursements for Delphi Technologies, Inc., and Delphi
China, LLC.  Mr. Stipp also disclosed that Delphi Technologies
and Delphi China has an operating income of $32 million for the
third quarter 2010.

                         About Delphi Corp.

Based in Troy, Michigan, Delphi Corporation --
http://www.delphi.com/-- is a global supplier of electronics and
technologies for automotive, commercial vehicle and other market
segments.  Delphi operates major technical centers, manufacturing
sites and customer support facilities in 30 countries.

The Company filed for Chapter 11 protection on October 8, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm. Butler Jr.,
Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, represented the Debtors in their
restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represented the Official Committee of Unsecured Creditors.  As of
June 30, 2008, the Debtors' balance sheet showed US$9,162,000,000
in total assets and US$23,742,000,000 in total debts.

The Court confirmed Delphi's plan on January 25, 2008.  The Plan
was not consummated after a group led by Appaloosa Management,
L.P., backed out from their proposal to provide US$2,550,000,000
in equity financing to Delphi.  At the end of July 2009, Delphi
obtained confirmation of a revised plan, build upon a sale of the
assets to a entity formed by some of the lenders who provided
$4 billion of debtor-in-possession financing, and General Motors
Company.

On October 6, 2009, Delphi Corp.'s Chapter 11 plan of
reorganization became effective.  A Master Disposition Agreement
executed among Delphi Corporation, Motors Liquidation Company,
General Motors Company, GM Components Holdings LLC, and DIP Holdco
3, LLC, divides Delphi's business among three separate parties --
DPH Holdings LLC, GM Components, and DIP Holdco 3.

Delphi emerged from Chapter 11 as DPH Holdings.  DPH Holdings will
remain responsible for the post-Effective Date administration and
eventual closing of the Chapter 11 cases as well as the
disposition of certain retained assets and payment of certain
retained liabilities as provided under the Modified Plan.

Bankruptcy Creditors' Service, Inc., publishes Delphi Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings of Delphi
Corp. and its debtor-affiliates.  (http://bankrupt.com/newsstand/
or 215/945-7000)


DELPHI CORP: Jury Trial Against Ex-CEO Battenberg Ongoing
---------------------------------------------------------
A trial involving former Delphi Corp. CEO J.T. Battenberg III and
several other former officers of Delphi commenced on October 18,
2010, before a Michigan district court.

At the start of the jury trial, a lawyer for the Securities and
Exchange Commission alleged that Mr. Battenberg mislead investors
about Delphi's financial condition, Bloomberg News relates.  Jan
Folena, Esq., counsel to the SEC, insisted that the former
officers had a responsibility to fairly and accurately report the
financial performance of Delphi, the report notes.

"While the employees at Delphi were engineering auto parts, their
executives were engineering numbers," Mr. Folena was quoted by
Bloomberg at the trial as saying.

In 2006, the SEC sued Delphi and several of the Company's
executives for their role in the alleged financial fraud.  Mr.
Battenberg, Delphi's former chief executive officer; Alan Dawes,
the Company's former chief financial officer; Paul Free, former
controller and chief accounting officer; Milan Belans, a former
director of capital planning and pension analysis; and Catherine
Rozanski, former accounting director, among others, faced charges
over fraudulent inflation of the Company's profits in the years
after the Company's 1999 spin-off from General Motors Corporation.

The Detroit Free Press recounts that the SEC's case is premised on
these transactions:

  (A) Delphi made a $237 million payment to GM to settle a
      dispute over warranty costs.  According to the SEC,
      Messrs. Battenberg, Free and Belans improperly recorded
      the $236 million as an adjustment to pension and other
      post-retirement obligations rather than as expense.

  (B) Delphi sold about $270 million of inventory in two
      separate transactions with suppliers, agreeing to buy back
      the same inventory for the same price plus interest.  The
      deal resulted in an improper and misleading overstatement
      of cash flow and net income, the SEC alleged.

  (C) The SEC alleged that Delphi received a $20 million payment
      from Electronic Data Systems, its information-technology
      provider, with the understanding Delphi would repay EDS
      with interest in the next five years.  Delphi, however,
      recorded what appears to be a loan as a reduction in
      expenses, which increased earnings for that quarter.

                   $237-Mil. Payment to GM

The SEC pointed out that $202 million of the $237 million had no
impact on Delphi's income statement because the Company treated
the $202 million payment as an acturial cost in its pension fund,
Bloomberg notes.  This, said the SEC, enabled the Company to
report $148 in net income in the third quarter of 2000, instead of
a net of $15 million, Bloomberg relates.  According to the SEC,
Delphi later restated, "recording the entire payment as a warranty
charge," the report states.

"This was not evidence of fraud," refuted William H. Jeffress Jr.,
counsel to Mr. Battenberg, Bloomberg notes.  Mr. Jeffress even
pointed out that Delphi believed GM's warranty claims were
inflated.  The evidence will show that neither Mr. Battenberg nor
anybody else believed that Delphi owed GM $237 million for those
warranty claims, Mr. Jeffress maintained, Bloomberg relates.

Mike Colias of the Automotive News recounts that Delphi and GM
were involved in a dispute over how Delphi would pay GM for two
dozen recalls on parts that Delphi sold to GM.

To prove its case, the SEC intends to call top executives at GM
and lawyers and accountants to testify that the $237 million
Delphi paid to GM was for faulty parts and nothing else, according
to Mr. Colias.

Accordingly, Former GM Vice Chairman Harry Pearce appeared before
the jury on October 26, 2010.  Mr. Pearce recalled that on
July 27, 2000, he met with Messrs. Battenberg and Dawes to discuss
contentious issues between Delphi and GM, Mr. Colias relates in
another report for Automotive News.  Mr. Pearce noted that at the
July 27 meeting, they discussed everything but the one issue on
how to determine the respective faults of GM and Delphi on the
warranty issue.  Eventually, the executives at both Delphi and GM
decided to have joint teams of Delphi and GM engineers huddle to
determine on a percentage basis, who was at fault, for each
recalls, Mr. Pearce said at the trial, Automotive News notes.
Delphi then agreed in August 2000, to pay $247 million in warranty
claims, which was later lowered to $237 million, Mr. Pearce
testified, Automotive News cites.

In response to the SEC counsel's question, Mr. Pearce denied the
contention that the $247 million was for anything other than the
27 warranty claims, Automotive News relates.  The news source
notes that Mr. Pearce said the issue of pension and post-
retirement benefits never came up in any of his discussions with
Mr. Battenberg.

In defense to Mr. Battenberg, Mr. Jeffress disclosed a Sept. 22,
2000 agreement, stating that GM had released Delphi from certain
pension and employee benefit claims in addition to the 27 warranty
claims, Automotive News points out.  Mr. Jeffress also emphasized
that Mr. Pierce never discussed the issue on pension costs with
Delphi executives, Automotive News relates.  According to Mr.
Jeffress, once the parties had a verbal deal, Mr. Pearce left the
drafting of the agreement to GM's legal and financial teams.

Another witness who supported the SEC's allegation was Al Vondra,
a forensic accountant, who declared that Delphi recorded on its
books a payment to its largest customer, GM, "totally differently
from the actual transaction conducted by the supplier and GM," Mr.
Colias relates in another report for Automotive News.

Mr. Vondra noted that his team of accountants reviewed thousands
of internal Delphi documents that all reflected that this was a
warranty dispute between GM and Delphi, Automotive News notes.
Mr. Vondra, who was hired in 2004 to look into potential irregular
accounting in previous years, elaborated that a simmering dispute
between Delphi and GM at that time over which company should pay
for pension and related spin-off costs had nothing to do with the
$237 million settlement payment, Automotive News adds.

Mr. Jeffress countered Mr. Vondra's testimony by saying that at
the time of the $237 million payment to GM, Delphi had a
$270 million reserve set up to pay warranty claims, Automotive
News reports.  Tapping that account, according to Mr. Jeffress,
rather than presenting the warranty payments as a charge, would
have prevented a hit to its earnings also, implying that
executives had no need to hide the payment through dubious
accounting.

              $270 Mil. Inventory Recorded as Sales

The SEC noted that Delphi reported a sale of $200 million of
precious metals to Bank One, according to Bloomberg.  This
transaction resulted to Delphi improperly recording $54 million
in net income and boosting its cash flow from operations by
$200 million, the SEC alleged.

Counsel to Messrs. Free and Belans, who were allegedly responsible
for improperly accounting of the $270 million, denied that those
transactions were inappropriate, Bloomberg relates.  Matthew J.
Lund, on behalf of Mr. Free, reasoned that precious metals
transactions were used to free up funds because Delphi had too
much inventory in 2000.  Mr. Lund retorted that Delphi's auditors
were fully aware that Delphi was selling the metals and agreed on
the same day to purchase them back, Bloomberg notes.

                      $20 Mil. Loan from EDS

The SEC further accused Ms. Rozanski and Mr. Free of recording the
$20 million loan from EDS as income, Bloomberg states.  Counsel to
Ms. Rozanski, David F. DuMouchel, clarified that the EDS payment
was not a loan, but as a customary payment within the auto
industry of clients requiring suppliers to pay "blood money" to
retain business, Bloomberg cites.  Mr. DuMouchel disclosed that
Delphi later paid EDS about $20 million for services, not as a
loan payment, Bloomberg adds.

                            Other Issues

The Detroit Free Press cited Mr. Battenberg's signing in 2002
under the Sarbanes-Oxley Act to prove the accuracy and honesty of
Delphi's financial reporting.  Free Press believes that the
signing will come up in the trial.  "That may be the SEC's best
evidence," Peter Henning, a law professor at the Wayne State
University, seconded, the Free Press says.  Similarly, the Free
Press recounts Mr. Battenberg's being public about signing under
the Sarbanes-Oxley Act.  "We need to say something to our
employees.  They want to know 'Is my CEO in trouble? . . . We want
to tell them emphatically, no,'" Free Press notes, quoting from
Mr. Battenberg's interview with the Associated Press at that time.

The Free Press also notes how the case is of interest to former
Delphi workers who are in the midst of a pension fight.  "Right,
wrong or indifferent, Mr. Battenberg is definitely in the middle
of what put us where we are," Den Black of the Delphi Salaried
Retirees Association told the Free Press.

The case will be decided by a 10-member jury.  The trial is
expected to take more than a month, according to Automotive News.
The case is before Judge Avern Cohn of the U.S. District Court for
the Eastern District of Michigan.

                         About Delphi Corp.

Based in Troy, Michigan, Delphi Corporation --
http://www.delphi.com/-- is a global supplier of electronics and
technologies for automotive, commercial vehicle and other market
segments.  Delphi operates major technical centers, manufacturing
sites and customer support facilities in 30 countries.

The Company filed for Chapter 11 protection on October 8, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm. Butler Jr.,
Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, represented the Debtors in their
restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represented the Official Committee of Unsecured Creditors.  As of
June 30, 2008, the Debtors' balance sheet showed US$9,162,000,000
in total assets and US$23,742,000,000 in total debts.

The Court confirmed Delphi's plan on January 25, 2008.  The Plan
was not consummated after a group led by Appaloosa Management,
L.P., backed out from their proposal to provide US$2,550,000,000
in equity financing to Delphi.  At the end of July 2009, Delphi
obtained confirmation of a revised plan, build upon a sale of the
assets to a entity formed by some of the lenders who provided
$4 billion of debtor-in-possession financing, and General Motors
Company.

On October 6, 2009, Delphi Corp.'s Chapter 11 plan of
reorganization became effective.  A Master Disposition Agreement
executed among Delphi Corporation, Motors Liquidation Company,
General Motors Company, GM Components Holdings LLC, and DIP Holdco
3, LLC, divides Delphi's business among three separate parties --
DPH Holdings LLC, GM Components, and DIP Holdco 3.

Delphi emerged from Chapter 11 as DPH Holdings.  DPH Holdings will
remain responsible for the post-Effective Date administration and
eventual closing of the Chapter 11 cases as well as the
disposition of certain retained assets and payment of certain
retained liabilities as provided under the Modified Plan.

Bankruptcy Creditors' Service, Inc., publishes Delphi Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings of Delphi
Corp. and its debtor-affiliates.  (http://bankrupt.com/newsstand/
or 215/945-7000)


DELPHI CORP: Paul Singer Could Earn $1.5 Bil. From IPO
------------------------------------------------------
Paul Singer's stake in Delphi Automotive LLP may mean a major
payout if the auto supplier goes public next year, The New York
Post reports.

The New York Post notes that Mr. Singer's Elliott Management and
its partner Silver Point Capital have an 18% stake in Delphi.
They acquired that stake from other lenders who sold their
holdings, The New York Post relates.

That stake was worth $640 million when Delphi emerged from
bankruptcy last year and has now doubled to $1.54 billion, The New
York Post says, citing Delphi's stock trading on secondary
exchanges.

As previously reported, that investor group agreed to forgive
about $4.5 billion of bankruptcy loans and agreed to invest
$900 million in Delphi.

                         About Delphi Corp.

Based in Troy, Michigan, Delphi Corporation --
http://www.delphi.com/-- is a global supplier of electronics and
technologies for automotive, commercial vehicle and other market
segments.  Delphi operates major technical centers, manufacturing
sites and customer support facilities in 30 countries.

The Company filed for Chapter 11 protection on October 8, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm. Butler Jr.,
Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, represented the Debtors in their
restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represented the Official Committee of Unsecured Creditors.  As of
June 30, 2008, the Debtors' balance sheet showed US$9,162,000,000
in total assets and US$23,742,000,000 in total debts.

The Court confirmed Delphi's plan on January 25, 2008.  The Plan
was not consummated after a group led by Appaloosa Management,
L.P., backed out from their proposal to provide US$2,550,000,000
in equity financing to Delphi.  At the end of July 2009, Delphi
obtained confirmation of a revised plan, build upon a sale of the
assets to a entity formed by some of the lenders who provided
$4 billion of debtor-in-possession financing, and General Motors
Company.

On October 6, 2009, Delphi Corp.'s Chapter 11 plan of
reorganization became effective.  A Master Disposition Agreement
executed among Delphi Corporation, Motors Liquidation Company,
General Motors Company, GM Components Holdings LLC, and DIP Holdco
3, LLC, divides Delphi's business among three separate parties --
DPH Holdings LLC, GM Components, and DIP Holdco 3.

Delphi emerged from Chapter 11 as DPH Holdings.  DPH Holdings will
remain responsible for the post-Effective Date administration and
eventual closing of the Chapter 11 cases as well as the
disposition of certain retained assets and payment of certain
retained liabilities as provided under the Modified Plan.

Bankruptcy Creditors' Service, Inc., publishes Delphi Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings of Delphi
Corp. and its debtor-affiliates.  (http://bankrupt.com/newsstand/
or 215/945-7000)


DELTA PETROLEUM: Inks Severance Pact with Former President
----------------------------------------------------------
Delta Petroleum Corporation entered on Oct. 19, 2010, into a
Severance Agreement with John R. Wallace, Delta's former President
and Chief Operating Officer.  Mr. Wallace had resigned from all of
his positions as a director, officer and employee of Delta and any
of its subsidiaries as of the close of business on July 6, 2010.

In consideration for Mr. Wallace's resignation and his agreement
to relinquish certain rights under his employment agreement, his
change-in-control agreement, certain stock agreements, and any and
all rights he may have had to any other salary, bonus or other
compensation, and make himself reasonably available to answer
questions and assist in transitional matters, Delta has agreed to
pay Mr. Wallace $1,600,000 in cash, payable on October 29, 2010,
and to maintain continued group health plan coverage under COBRA
for Mr. Wallace.

The Severance Agreement also contains mutual releases and non-
disparagement provisions, as well as other customary terms.

A full-text copy of the description of the Severance Agreement is
available for free at http://ResearchArchives.com/t/s?6d0d

                      About Delta Petroleum

Delta Petroleum Corporation (NASDAQ Global Market: DPTR)
-- http://www.deltapetro.com/-- is an oil and gas exploration and
development company based in Denver, Colorado.  The Company's core
areas of operations are the Rocky Mountain and Gulf Coast Regions,
which comprise the majority of its proved reserves, production and
long-term growth prospects.

The Company's balance sheet at June 30, 2010, showed $1.24 billion
in total assets, $347.06 million in total current liabilities,
$358.47 million in total long-term liabilities, and stockholders'
equity of $535.53 million.

                          *     *     *

As reported in the Troubled Company Reporter on March 15, 2010,
KPMG LLP, in Denver, expressed substantial doubt about the
Company's ability to continue as a going concern after auditing
the Company's financial statements for the year ended December 31,
2009.  The independent auditors noted that of the Company's
ongoing losses and working capital deficiency, and that in
addition, outstanding borrowings under the Company's credit
facility are due January 15, 2011.

In July 2010, Standard & Poor's Ratings Services revised its
outlook on Delta Petroleum Corp. to negative from developing.  At
the same time, S&P affirmed its ratings on the company, including
the 'CCC' corporate credit rating.

According to the Troubled Company Reporter on Sept. 14, 2010,
Standard & Poor's Ratings Services revised its recovery rating on
Delta Petroleum Corp.'s unsecured debt to '4' from '3', indicating
S&P's expectation for average recovery in the range of 30% to 50%
in the event of default.  At the same time, S&P affirmed its 'CCC'
issue-level rating on this debt (the same as the corporate credit
rating).


DOUGLAS PETERSON: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Joint Debtors: Douglas James Peterson
                 dba Thiessen Construction
                     Steel Coat Roofings
               Jane Schneider Petersen
               2631 Bridle Lane
               Walnut Creek, CA 94596

Bankruptcy Case No.: 10-72352

Chapter 11 Petition Date: October 27, 2010

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

Judge: Roger L. Efremsky

Debtors' Counsel: Arlo Hale Smith, Esq.
                  LAW OFFICES OF ARLO H. SMITH
                  66 San Fernando Way
                  San Francisco, CA 94127
                  Tel: (415) 681-9572
                  E-mail: halesf7@aol.com

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

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

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


DUBAI WORLD: Wins All Creditors' Support on Restructuring Plan
--------------------------------------------------------------
Shaheen Pasha, reporting for Reuters, says Dubai World has
secured support from all its creditors for a $25 billion debt
restructuring plan, a spokesman said on Wednesday.  The spokesman
did not provide further details.

According to Reuters, The Financial Times said Deutsche Bank had
bought the debt held by the only creditor to have held off
approving the deal, citing people familiar with the situation.

Reuters says U.S.-based distressed debt fund Aurelius Capital
Management bought $5 million of debt in the secondary market, but
missed the September 9 deadline to vote on the deal.

According to Reuters, Dubai World can now avoid having to go
through the special tribunal set up to hear creditor claims, a
process lawyers had said could have pushed back the restructuring
for an indeterminate amount of time.  Dubai World said in
September it had reached agreement with 99% of its creditors by
value.

As reported by the Troubled Company Reporter on September 24,
2010, Bill Rochelle, the bankruptcy columnist for Bloomberg News,
said Dubai World received approval from creditors to alter the
terms on $24.9 billion of debt, more than nine months after the
state-owned holding company's proposal to delay repaying loans
sent emerging market stocks tumbling.

According to the report, the Company and its main creditor banks
agreed in May 2010 to restructure $14.4 billion of loans and $8.9
billion of government liabilities.  The company said banks would
be paid $4.4 billion in five years and another $10 billion over
eight years at below-market interest rates supported by assets
sales.

                         About Dubai World

Dubai World -- http://www.dubaiworld.ae/-- is Dubai's flag bearer
in global investments.  As a holding company it operates a highly
diversified spectrum of industrial segments and plays a major role
in the emirate's rapid economic growth.  Dubai World's investment
spans four strategic growth areas of 21st Century commerce namely,
Transport & Logistics, Drydocks & Maritime, Urban Development and
Investment & Financial Services.  Dubai World's portfolio includes
DP World, one of the largest marine terminal operators in the
world; Drydocks World & Dubai Maritime City designed to turn Dubai
into a major ship-building and maritime hub; Economic Zones World
which operates several free zones around the world including Jafza
and TechnoPark in Dubai; Nakheel the property developer behind
iconic projects such as The Palm Islands and The World among
others; Limitless the international real estate master planner
with current development projects in various parts of the world;
Leisurecorp a global sports and leisure investment group,
reshaping the industry by unlocking value across investment,
development and brand opportunities; Dubai World Africa which
oversees the regional development and portfolio of investments in
the African continent; and Istithmar World, the group's investment
arm that has a global footprint in finance, capital, leisure,
aviation and various other business ventures.


EAGLE INDUSTRIES: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Eagle Industries LLC
        425 Raven Avenue
        Bowling Green, KY 42101

Bankruptcy Case No.: 10-11636

Chapter 11 Petition Date: October 27, 2010

Court: U.S. Bankruptcy Court
       Western District of Kentucky (Bowling Green)

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

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

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

The petition was signed by Amado Rivas, general manager.

Debtor's List of 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Key Development Group LLC          --                   $1,409,904
P.O. Box 633
Mentor, OH 44061

Grand Rivers Lumber Inc            --                     $668,569
P.O. Box 633
Mentor, OH 44061

NILCO                              --                     $223,887
National Industrial Lumber Co
Pittsburgh, PA 15264-0087

Prestige Plywood and Millwork LLC  --                     $190,963

Akzo Nobel Coatings Inc            --                     $143,648

DG Lumber                          --                     $130,265

Rich Enterprises                   --                     $126,989

Packsize LLC                       --                      $65,230

Bowling Green Municipal Utilities  --                      $55,332

WMCV Phase 1 LLC                   --                      $48,013

FMI Products LLC                   --                      $47,764

United Healthcare Insurance Co     --                      $44,760

Warren County Sheriff              --                      $42,940

Guardian Industries Corp           --                      $33,840

Aramark Uniform Services Inc       --                      $32,653

Comtrad                            --                      $29,729

Liberty Abrasives Inc              --                      $28,020

Forest Ind Worker Comp Fund        --                      $26,808

Middle Tennessee Lumber Co         --                      $23,594

Bankcard Center                    --                      $22,260


ELECTRACASH, INC: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Electracash, Inc
        2501 Cherry Avenue, Suite 360
        Signal Hill, CA 90755

Bankruptcy Case No.: 10-56137

Chapter 11 Petition Date: October 27, 2010

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

Judge: Ernest M. Robles

Debtor's Counsel: Douglas M. Neistat, Esq.
                  16000 Ventura Boulevard, #1000
                  Encino, CA 91436
                  Tel: (818) 382-6200
                  Fax: (818) 986-6534
                  E-mail: twilliams@greenbass.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/cacb10-56137.pdf

The petition was signed by D. Lee Falls, chief executive officer.


EMIVEST AEROSPACE: Allowed to Tap Loan, Looks for Purchaser
-----------------------------------------------------------
Emivest Aerospace Corp. received court approval to tap a
$4 million bankruptcy loan that the maker of high-speed corporate
jets says it needs to stay aloft until it can find a buyer for its
business, Dow Jones' DBR Small Cap reports.

According to the report, Judge Mary F. Walrath of the U.S.
Bankruptcy Court in Wilmington, Del., gave Emivest interim
approval Monday to access the financing.

The report notes Emivest Aerospace said in court papers that it
needed immediate access to $1 million in funding because it faces
"significant liquidity constraints."  The report says that the
company will return to court next month for permission to use the
full amount of the loan.

Under the loan's terms, the report discloses, Emivest will have
until Jan. 31, 2011, to find a buyer.  Otherwise, the company said
it likely will pursue a liquidation of its assets.

Counsel RB Capital LLC is leading the lender group providing the
loan, the report adds.

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

Emivest Aerospace filed for Chapter 11 protection on Oct. 20, 2010
(Bankr. D. Del. Case No. 10-13391).  Daniel B. Butz, Esq., at
Morris, Nichols, Arsht & Tunnell LLP, in Wilmington, Delaware,
serves as counsel to the Debtor.  The Debtor estimated assets and
debts of $50 million to $100 million in its Chapter 11 petition.


EMPIRE HOLDINGS: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Empire Holdings Corporation
        900 Empire Towers
        7310 Ritchie Highway
        Glen Burnie, MD 21061

Bankruptcy Case No.: 10-34580

Chapter 11 Petition Date: October 27, 2010

Court: U.S. Bankruptcy Court
       District of Maryland (Baltimore)

Debtor's Counsel: Aryeh E. Stein, Esq.
                  MERIDIAN LAW, LLC
                  104 Church Lane, Suite 100
                  Baltimore, MD 21208
                  Tel: (443) 326-6011
                  E-mail: aryehstein@gmail.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 Wilfred T. Azar, III, president.


EMPIRE TOWERS: Case Summary & 4 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Empire Towers Corporation
        7310 Ritchie Highway
        Glen Burnie, MD 21061

Bankruptcy Case No.: 10-34611

Chapter 11 Petition Date: October 27, 2010

Court: U.S. Bankruptcy Court
       District of Maryland (Baltimore)

Debtor's Counsel: Aryeh E. Stein, Esq.
                  MERIDIAN LAW, LLC
                  104 Church Lane, Suite 100
                  Baltimore, MD 21208
                  Tel: (443) 326-6011
                  E-mail: aryehstein@gmail.com

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

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

The petition was signed by Wilfred T. Azar, III, president.

Debtor-affiliates filing separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Empire Holdings Corporation           10-34580            10/27/10

Debtor's List of four Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Bank Of America, NA                Bank Loan           $14,500,000
P.O. Box 369
Columbia, MD 21061

Glacial Energy of Maryland         Trade Debt             $196,247
P.O. Box 1057
Sandwich, MA 02563

BGE                                Trade Debt             $124,689
P.O. Box 13070
Philadelphia, PA 19101

Hess Corporation                   Trade Debt              $35,000


FIRST BANK: Real Estate Lending Led to Under-Capitalization
-----------------------------------------------------------
As reported by the Troubled Company Reporter on Tuesday, First
Bank of Jacksonville in Jacksonville, Fla., was closed October 22,
2010, by the Florida Office of Financial Regulation, which
appointed the Federal Deposit Insurance Corporation as receiver.
To protect the depositors, the FDIC entered into a purchase and
assumption agreement with Ameris Bank of Moultrie, Ga., to assume
all of the deposits of First Bank of Jacksonville.

"No insured depositor has lost one single penny of FDIC-insured
funds," Eric Raines, senior ombudsman specialist with the FDIC
assured depositors, according to First Coast News.

Mr. Raines and Ameris president Andy Cheney both said it was
"business as usual" for customers.

According to First Coast News, Mr. Raines attributed First Bank of
Jacksonville's failure to being "aggressive in real estate
lending," leaving the bank "inadequately capitalized" as the
commercial real estate market soured.

As reported in the Troubled Company Reporter on Sept. 9, 2010,
Weiss Ratings assigned its E- rating to Jacksonville, Fla.-
based First Bank of Jacksonville.  The rating company said the
institution currently demonstrates what it considers to be
significant weaknesses and has also failed some of the basic tests
it uses to identify fiscal stability.  "Even in a favorable
economic environment," Weiss said, "it is our opinion that
depositors or creditors could incur significant risks."  As of
March 31, 2010, the institution's balance sheet showed $86,737,000
in assets.


FLEXIBLE FLYER: Bankruptcy Court Dismisses WARN Suit
----------------------------------------------------
David Angles, et al., sued Flexible Flyer Liquidating Trust, f/k/a
FF Acquisition Corp., d/b/a Flexible-Flyer, alleging the
defendants failed to comply with the Worker Adjustment and
Retraining Notification Act by failing to give its employees a
60-day layoff notice as required by 28 U.S.C. Sec. 2102.  Flexible
Flyer does not dispute that the provisions of the WARN Act were
triggered.  There were more than 100 employees at the time of the
plant closing on September 9, 2005, (28 U.S.C. A. Sec. 2101), and
Flexible Flyer admits that it failed to give a 60-day written
layoff notice.  However, in its answer to the plaintiffs'
complaint, Flexible Flyer asserts these primary defenses: 1)
unforeseen business circumstances; 2) the faltering company
exception; and 3) that it gave as much notice as it possibly could
under the circumstances.

The Hon. David W. Houston, III, agrees with the Debtor, ruling
that the shutdown of Flexible Flyer and the mass layoffs were not
planned, proposed, or foreseeable.  Flexible Flyer disseminated a
WARN Act notice on the same date that it filed its bankruptcy
petition which was the earliest practical date that such a notice
could be provided.  Accordingly, the Court dismisses the
Complaint.

The case is David Angles, et al., v. Flexible Flyer Liquidating
Trust, f/k/a FF Acquisition Corp., d/b/a Flexible-Flyer, Adv.
Proc. No. 07-1193 (Bankr. N.D. Miss.), and a copy of the Court's
opinion dated October 26, 2010, is available at http://is.gd/gnJ8L
from Leagle.com.

                       About Flexible Flyer

Flexible Flyer manufactured swing sets, hobby horses, go-carts,
utility vehicles, fitness equipment, and related products that
were sold to Wal-Mart, Toys-R-Us, K-Mart, Sam's Club, as well as,
other large and small retailers.

Flexible Flyer filed a voluntary Chapter 11 bankruptcy petition
(Bankr. N.D. Miss. 05-16187) on September 9, 2005, after CIT Group
Commercial Systems, LLC, canceled the parties' financing
arrangement, and Cerberus Capital Management Corporation, Flexible
Flyer's parent company, refused to infuse capital.


GATEWAY CASINOS: S&P Assigns 'BB-' Corporate Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BB-'
long-term corporate credit rating to Vancouver-based Gateway
Casinos & Entertainment Ltd.  The outlook is stable.

At the same time, S&P assigned its 'BB+' issue-level rating, with
a '1' recovery rating, to the company's proposed C$170 million
term loan A and to its C$170 million term loan B.  The '1'
recovery rating indicates S&P's expectation of very high (90%-
100%) recovery in the event of a default.  S&P also assigned its
'BB-' issue-level rating, with a recovery rating of '4', to the
company's proposed C$170 million second-lien notes.  The '4'
recovery rating indicates S&P's view of average (30%-50%) recovery
in a default scenario.

"The ratings on Gateway reflect what S&P views as the company's
fair business risk profile, characterized by a solid share of the
concentrated gaming market in B.C., where steady growth and a
supportive regulatory regime have translated into industry-leading
margins for the company," said Standard & Poor's credit analyst
Donald Marleau.  "That said, Gateway's business risk profile is
constrained by its limited diversity, with cash flows heavily
concentrated in a few key assets in B.C.," Mr. Marleau added.  S&P
views Gateway's financial risk profile as aggressive, with high
pro forma fully adjusted debt to EBITDA of about 5.5x, offset by
solid free cash flow potential and adequate liquidity.

Gateway's operations include three casinos in the Vancouver
region, four in the Okanagan Valley, and two in Edmonton, Alta.
Gateway is majority-owned by Toronto-based Catalyst Capital Group
Inc. (not rated), with Tennenbaum Capital Partners LLC (not rated)
holding a significant minority stake, and others investors holding
the remainder.  The company does not release its financial
statements publicly.  The assets Gateway owns were previously
owned by Gateway Casinos & Entertainment Inc. (not rated), a
highly leveraged joint venture between Crown Ltd. (BBB/Stable/A-2)
and Macquarie Group Ltd. (A-/Stable/A-2), which entered into
forbearance agreements with lenders in early 2010 and completed a
consensual restructuring in September 2010.  The portfolio of
casinos, however, remained profitable through the recession and
the restructuring.

The stable outlook on Gateway stems from S&P's expectation that
the company will use its robust discretionary cash flow to reduce
debt in the next several years.  S&P could raise the rating if
Gateway lowers its debt to EBITDA to about 4x and improves funds
from operations to debt to about 20%.  An upward rating action
would also likely be predicated on the continuing regulatory and
economic stability in Gateway's core markets in western Canada
that support its fair business risk profile and contribute to
steady margins and cash flow generation.  On the other hand,
operating difficulties or intense competition could negatively
affect profitability and potentially lead to higher leverage,
though S&P believes this less likely in view of currently steady
free cash flow.  Nevertheless, fully adjusted leverage of more
than 6x could compel a downgrade.


GEORGE HOUSER: Reorganization Case Converted to Chapter 7
---------------------------------------------------------
The Hon. Mary Grace Diehl of the U.S. Bankruptcy Court for the
Northern District of Georgia converted the Chapter 11 case of
George Dalyn Houser to one under Chapter 7 of the Bankruptcy Code.

The Court also directed that:

   -- the Debtor file a final report and account;

   -- all professionals seeking compensation for services provided
      to the Debtor during the pendency of the Chapter 11 case
      file appropriate applications for compensation; and

   -- serve copies of all schedules, amendments, applications and
      reports to the Chapter 7 Trustee and the U.S. Trustee.

                     About George Dalyn Houser

Rome, Georgia-based George Dalyn Houser filed for Chapter 11
bankruptcy protection on August 31, 2010 (Bankr. N.D. Ga. Case No.
10-43407).  George D. Houser, Esq., in Sandy Springs, Georgia,
assisted the Debtor in his restructuring effort.  The Debtor
estimated his assets at $10 million to $50 million and debts at
$1 million to $10 million.


GEORGIA-PACIFIC LLC: Moody's Assigns 'Ba2' Rating to Notes
----------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to Georgia-
Pacific's proposed senior notes offering due 2020.  The rating
outlook is stable.  The net proceeds from the notes offering will
be used primarily for the repayment of outstanding debt.  The new
notes will be guaranteed on a senior unsecured basis by several
domestic subsidiaries and the new notes and the guarantees will
rank equally in right of payment with all of the company's and
guarantor's existing and future senior unsecured indebtedness.

                        Ratings Rationale

GP's Ba2 CFR reflects the company's significant scale, diverse
product offering, leading market positions in a number of distinct
business segments and stable aggregate cash flow generation.  The
Ba2 CFR incorporates the strength and resiliency of GP's consumer
products segment, the stability of its packaging business and a
building products segment that held up relatively strongly through
the US housing market slowdown.  GP's Ba2 CFR also derives support
from its vertically integrated relatively low cost asset base and
the sponsorship benefits provided by its parent, Koch Industries.
The ratings are constrained by the refinancing risks of the
company's debt load, the considerable pension deficit, and weak
volume trends for many of the company's products.

The stable rating outlook primarily reflects the expectation that
GP's operational execution and financial performance will continue
to be strong and the company's credit protection measures will
remain appropriate to support a Ba2 rating over the near-to-mid
term.

Assignments:

Issuer: Georgia-Pacific LLC

  -- Senior Unsecured Regular Bond/Debenture, Assigned Ba2, LGD 4,
     58%

Moody's last rating action was on March 25, 2010 when Moody's
upgraded GP's CFR and its senior guaranteed notes to Ba2 from Ba3,
its secured bank facilities to Ba1 from Ba2 and its unsecured
notes and debentures to Ba3 from B2.

Headquartered in Atlanta, Georgia, GP is a privately owned global
leader in tissue and other consumer products, and has significant
operations in building products and paper-based packaging.


GENERAL GROWTH: Affiliates File Plan Status Report
--------------------------------------------------
Affiliates of General Growth Properties Inc. that have obtained
confirmation of their reorganization plans filed with the U.S.
Bankruptcy Court on October 15, 2010, their third post-
confirmation status report detailing the actions they have taken
and the progress they made toward consummation of their
Joint Plan of Reorganization since August 17, 2010.

A list of the reporting Plan Debtors is available for free
at http://bankrupt.com/misc/ggp_oct15reportingdebtors.pdf

Since the filing of the Third Post-Confirmation Report dated
August 17, 2010, Oakwood Shopping Center Limited Partnership and
Rouse-Oakwood Shopping Center, LLC have consummated their Plans.
As of October 15, 2010, the Court has confirmed the Plan for 262
Plan Debtors to restructure 108 loans totaling about $14.8 billion
in secured project-level indebtedness, James H.M. Sprayregen, P.C.
Esq., at Kirkland & Ellis LLP, in New York, relates.

"All 262 Plan Debtors have consummated their Plans," Mr.
Sprayregen states.

The Plan Debtors are analyzing and reconciling the outstanding
claims filed against them, Mr. Sprayregen notes.  As of
October 15, 2010, the Plan Debtors have settled, resolved, or
arranged for the withdrawal of 2,727 claims totaling
$104.8 billion.  The Plan Debtors have objected to all of the
remaining 3,185 claims, totaling $76.7 billion, he adds.

                     About General Growth

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

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

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


GENERAL GROWTH: Expects Bankruptcy Exit by November 8
-----------------------------------------------------
Judge Allan L. Gropper of the U.S. Bankruptcy Court for the
Southern District of New York issued on October 21, 2010, an order
confirming the Third Amended Joint Plan of Reorganization, as
modified, filed by General Growth Properties, Inc., and 124 of its
debtor affiliates.

A list of the Confirmed Plan Debtors is available for free at:

     http://bankrupt.com/misc/ggp_Oct21PlanDebtors.pdf

The Court confirmed the Plan after holding that it satisfies the
confirmation requirements under Section 1129 of the Bankruptcy
Code:

(1) The Plan complies with the applicable provisions of the
    Bankruptcy Code, thus, satisfying Section 1129(a).  In
    addition to Administrative Expense Claims, Priority Tax
    Claims, Priority Tax Claims, Secured Tax Claims, DIP Loan
    Claims, Professional Compensation and Reimbursement Claims,
    Indenture Trustee Fee Claims and GGP Administrative Expense
    Claims, which need not be classified, the Plan designates 23
    Class of Claims and Interests.  Valid business, factual and
    legal reasons exist for separately classifying the various
    Classes of Claims and Interests created under the Plan, and
    the Classes do not unfairly discriminate between holders of
    Claims and Interests.  Thus, the Plan satisfies Section 1122
    and 1123(a)(1) of the Bankruptcy Code.

(2) The Plan Debtors have complied with Section 1129(a)(2).
    Specifically:

    (a) Each of the Plan Debtors is an eligible debtor under
        Section 109 of the Bankruptcy Code;

    (b) The Plan debtors have complied with applicable
        provisions of the Bankruptcy Code; and

    (c) The Plan Debtors have complied with the applicable
        provisions of the Bankruptcy Code, the Bankruptcy Rules
        and the Local Rules in transmitting the Plan,
        Disclosure Statement, the Ballots and related documents
        and notices and in soliciting and tabulating the votes
        on the Plan.

(3) The Plan Debtors have proposed the Plan in good faith and
    not by any means forbidden by the law, thus satisfying
    Section 1129(a)(3).  The Plan was proposed with the
    legitimate and honest purpose of maximizing the value of the
    Plan Debtors' estates and to effectuate a successful
    reorganization of the Plan Debtors.  The Plan was the
    product of extensive negotiations conducted at arm's length
    among representatives of the Plan Debtors; the Official
    Committee of Unsecured Creditors; the Official Committee of
    Equity Security Holders; the DIP lenders; REP Investments
    LLC; The Fairholme Fund and Fairholme Focused Income Fund
    and Pershing Square II, L.P., Pershing Square
    International,; Ltd. and Pershing Square International V,
    Ltd.  Furthermore, the Plan's classification,
    indemnification, exculpation, release and injunction
    provisions have been negotiated in good faith and at arm's-
    length are consistent with Sections 105, 1122, 1123(b)(6),
    1129 and 1142 of the Bankruptcy Code, and are each necessary
    for the Plan Debtors' successful reorganization.

(4) Any payment made or to be made by the Plan Debtors, or by a
    person issuing securities or acquiring property under the
    Plan, for services or for costs and expenses in connection
    with the Chapter 11 cases, or in connection with the Plan
    and incident to the Debtors' Chapter 11 cases, has been
    approved by, or is subject to the approval of, the Court as
    reasonable, thus, satisfying Section 1129(a)(4).

(5) The Plan Debtors have complied with Section 1129(a)(5).  The
    identity and affiliations of each proposed initial director,
    officer, or voting trustee of the Plan Debtors are set forth
    in the declaration of Thomas H. Nolan, Jr., president and
    chief operating officer of GGP.  The directors and officers
    that are employees and insiders receive no additional
    compensation and receive certain indemnities.  The
    appointment to, or continuance in the offices of these
    persons is consistent with the interests of holders of
    Claims and Interests and with public policy.

(6) Section 1129(a)(6) is satisfied because the Plan does not
    provide for any rate changes over which a governmental
    regulatory commission has jurisdiction.

(7) The Plan satisfies Section 1129(a)(7).  Based on the
    testimony and documentary evidence presented at the
    Confirmation Hearing, the Court finds that the holders of
    Claims and Interests in all Classes will receive at least as
    much under the Plan as they would have under a Chapter 7
    liquidation.  Accordingly, the Plan satisfies the "best
    interest of creditors" test under Section 1129(a)(7).

(8) Classes 4.1. through 4.15 and 4.18 through 4.22 are
    unimpaired by the Plan and, thus, holders of Claims in these
    Classes are conclusively presumed to have accepted the Plan
    pursuant to Section 1126(f) of the Bankruptcy Code.  The
    holders of Claims in Classes 4.6 through 4.8 and Class 4.10
    are being reinstated unless they made the election provided
    for in the Plan with respect to those Classes.  The holders
    of Claims in Class 4.11 are being reinstated.  Classes 4.16
    and 4.17 are impaired by the Plan.  The impairment status of
    Class 4.23 was not determined; however, Class 4.23 voted to
    accept the Plan.  In accordance with Section 1125(d) of the
    Bankruptcy Code, Class 4.16 is deemed to have accepted the
    Plan pursuant to the Confirmed Joint Plan of Reorganization,
    and Class 4.17 has voted to accept the Plan.  Accordingly,
    the Plan satisfies Section 1129(a)(8).

(9) The treatment of Administrative Expense Claims, Priority Tax
    Claims, Secured Tax Claims, GGP Administrative Expense
    Claims and Priority Non-Tax Claims pursuant to the Plan
    satisfies the requirements of Section 1129(a)(9).

(10) Classes 4.16 and 4.17 are impaired by the Plan.  In
    accordance with Sections 1126(c) and 1126(d) of the
    Bankruptcy Code, Class 4.16 is deemed to have accepted the
    Plan pursuant to the Confirmed Plans, and Class 4.17 has
    voted to accept the Plan.  Thus, the Plan satisfied Section
    1129(a)(10).

(11) The evidence proffered or adduced at the Confirmation
    Hearing and set forth in supporting declarations (i) is
    persuasive and credible, (ii) has not been controverted by
    other evidence, and (iii) establishes that the Plan is
    feasible and that there is a reasonable prospect of the Plan
    Debtors and Spinco being able to meet their financial
    obligations under the Plan and their businesses in the
    ordinary course, and that confirmation of the Plan is not
    likely to be followed by the liquidation or the need for
    further financial reorganization of the Plan Debtors, thus
    satisfying the requirements of Section 1129(a)(11).

(12) All fees due and payable pursuant to Section 1930 of Chapter
    123 of Title 28 of the United States Code, as determined by
    the Court at the Confirmation Hearing in accordance with the
    Bankruptcy Code, will be paid on the Effective Date pursuant
    to the Plan by the Plan Debtors, thus satisfying the
    requirements of Section 1129(a)(12).

(13) The Plan provides that on and after the Effective Date, all
    benefit plans, if any, entered into or modified before or
    after the Petition Date and not since terminated, will be
    deemed to be, and will be treated as if they were, executory
    contracts that are assumed.  The Plan Debtors' obligations
    under these Benefit Plans will survive confirmation of the
    Plan, except for (a) executory contracts or Benefit Plans
    rejected pursuant to the Plan and (b) executory contracts or
    employee Benefit Plans that have previously been rejected,
    are the subject of a motion to reject pending as of the
    Confirmation Date or have been specifically waived by the
    beneficiaries of any employee Benefit Plan or contract.  The
    Plan Debtors will continue to comply with all Benefit Plans,
    if any, for the duration of the period for which the Plan
    Debtors had obligated themselves to provide these benefits
    and subject to the right of the Plan Debtors to modify or
    terminate these Benefit Plans.  The Mayfair Property, Inc.
    Retirement Income Plan for Employees Represented by Local #1
    and the General Growth Pension Plan for Employees of
    Victoria Ward, Ltd. are ongoing and will continue after the
    Effective Date.  Reorganized GGP Limited Partnership will
    become the plan sponsor of the Mayfair Retirement Income
    Plan while Spinco will continue the sponsorship of the
    General Growth Pension Plan.  The Plan Sponsors: (i) satisfy
    the minimum funding standards prescribed by Sections 1082
    and 412 of Employee Retirement Income Security Act, (ii) be
    liable for the payment of any Pension Benefit Guaranty
    Corporation premiums prescribed by Sections 1306 and 1307 of
    the ERISA, subject to any and all applicable rights and
    defenses of the Plan Sponsors, and (iii) administer the
    Pension Plans in accordance with the provisions of ERISA and
    the Internal Revenue Code.

    Moreover, no claims or liabilities whatsoever against any
    entity with respect to the Pension Plans will be released or
    exculpated by the Plan, nor will the entry of the
    Confirmation Order constitute the approval of any release
    whatsoever against any Person with respect to the Pension
    Plans.

(14) The Plan Debtors are not required by a judicial or
    administrative order, or by statute, to pay a domestic
    support obligation.  Thus, Section 1129(a)(14) is
    inapplicable in the Debtors' Chapter 11 cases.

(15) The Plan Debtors are not individuals, and thus, Section
    1129(a)(15) in the Debtors' Chapter 11 cases.

(16) The Plan Debtors are each moneyed, business, or commercial
    corporations, and thus, Section 1129(a)(16) is inapplicable
    in the Debtors' Chapter 11 cases.

Prior to the confirmation hearing, the Plan Debtors filed with the
Court the modified 3rd Amended Plan to address objections to the
confirmation Plan.

Judge Gropper found that the modifications made to the Plan,
including the modifications filed on October 21, 2010, following
the solicitation of votes comply with Section 1127 of the
Bankruptcy Code and Rule 3019 of the Federal Rules of Bankruptcy
Procedure.

Marcia L. Goldstein, Esq., at Weil, Gotshal & Manges LLP, in New
York, counsel to the Plan Debtors, assured the Court that the
modifications to the Modified Plan do not constitute material
changes.  In fact, the changes in the Modified Plan did not
adversely affect the holders of the Voting Classes -- Classes
4.17 and 4.23, she pointed out.  Because the Plan Debtors made no
material modifications, they believe that resolicitation of
holders of Classes 4.17 and 4.23 is unnecessary and that
acceptances of the Plan should be deemed acceptances of the
Modified Plan, she added.

A full-text copy of the modified 3rd Amended Plan dated
October 21, 2010, is available for free at:

       http://bankrupt.com/misc/ggp_Oct213rdAmPlan.pdf

                       Other Provisions

Judge Gropper approved the Investment Agreements and the Stock
Purchase Agreement entered with the Teacher Retirement System of
Texas.

In connection, Judge Gropper acknowledged that the offer and sale
by the Plan Debtors and Spinco of each of the New GGP Common
Stock and Spinco Common Stock to each holder of an Interest in
Class 4.23 is an offer and sale under the Plan of a security of a
Plan Debtor, or of a successor to a Plan Debtor under the Plan,
in exchange for GGP Common Stock.

Similarly, the offer and sale by the Plan Debtors of all New GGP
Common Stock, New GGP Warrants, Spinco Common Stock and Spinco
Warrants to Fairholme and Pershing Square Entities is an offer
and sale under the Plan of a security of a Plan Debtor, or its
successor, in exchange for a Claim against, Interest in, or
Administrative Expense Claim in the Chapter 11 Cases.

As set forth in separate declarations filed by Fairholme and
Pershing Square, Judge Gerber recognized that each of Fairholme
and the Pershing Square Entities represents that it:

  (a) has not purchased a Claim against, Interest in, or
      Administrative Expense Claim in the Debtors' Chapter 11
      cases concerning the Plan Debtors with a view to
      distribution of any security received or to be received in
      exchange for that Claim or Interest;

  (b) has not offered to sell securities offered or sold under
      the Plan for the holders of those securities; and

  (c) has not offered to buy securities offered or sold under
      the Plan from the holders of those securities with a view
      to distribution of those securities.

Each of Fairholme and the Pershing Square Entities represents
that it does not directly or indirectly control, and is not under
direct or indirect common control with, any Plan Debtor, the Plan
Debtors, as reorganized or Spinco.

When issued on the Effective Date, each of the New GGP
Common Stock, the Spinco Common Stock, the New GGP Warrants, and
the Spinco Warrants will be duly and validly authorized and fully
paid and non-assessable and free and clear of all liens, other
than the rights and restrictions under the Investment Agreements
applicable to the parties to the Investment Agreements, the "non-
control agreements" with the Investors, the New GGP Warrants and
Spinco Warrants, and applicable state and federal securities
laws.

Judge Gropper further acknowledged that Spinco has been duly
organized and is validly existing and in good standing under the
laws of the state of its organization.  All transfers of property
to Spinco pursuant to the Plan and the Investment Agreements:

  (a) are or will be legal, valid, and effective transfers of
      Property;

  (b) vest or will vest Spinco with good title to that property,
      free and clear of all liens, charges, Claims,
      encumbrances, or interests, except as expressly provided
      in the Plan Documents, the Investment Agreements or the
      Confirmation Order;

  (c) do not and will not constitute avoidable transfers under
      the Bankruptcy Code or under applicable nonbankruptcy law;
      and

  (d) except as expressly provided in the Plan Documents, the
      Investment Agreements or the Confirmation Order, do not
      and will not subject the Plan Debtors to any liability by
      reason of that transfer under the Bankruptcy Code or under
      applicable nonbankruptcy law, including by laws affecting
      successor or transferee liability.

Judge Gropper also approved the Hughes Heirs Settlement Agreement
executed by GGP and Platt W. Davis III, David G. Elkins and David
R. Lummis, as representatives of holders and beneficiaries under
the Contingent Stock Agreement executed by The Rouse Company, a
company acquired by the Debtors in 2004.  As set forth in the
Hughes Heirs Settlement Agreement, the holders of Interests in
Class 4.17 are deemed to have provided the releases contained in
the Plan.

Judge Gropper further acknowledged that the CSA and its related
agreements will be terminated as to the Plan Debtors as of the
Effective Date, subject to the payment in full of $230 million
under the Hughes Heirs Settlement Agreement; provided that the
CSA, the Related Agreements, and the consenting holder agreements
will be preserved in full force and effect as between the holders
of the Hughes Heirs Obligations and the CSA Representatives.

Moreover, the confirmation and effectiveness of the Plan will not
operate to extinguish any Claims or rights of First City
Investors, Inc., relating to the property known as the Cottonwood
Property, including, but not limited to, any right that First
City may have to specific performance of its Claims or rights of
ownership or title to the Cottonwood Property or any party's
defenses thereto, Judge Gropper clarified.  Nothing in the
Confirmation Order will foreclose or preclude Spinco or New GGP
from being heard, prosecuting, or defending in any proceeding
relating to the Cottonwood Property, Judge Gropper added.

             Plan Objections Overruled and Resolved

Judge Gropper noted that all parties have had a full and fair
opportunity to litigate all issues raised in the Objections or
that might have been raised, and the objections to confirmation
have been fully and fairly litigated.

Thus, all Objections, responses, reservations, statements and
comments in opposition to the Plan, other than those resolved or
withdrawn with prejudice prior to, or on the record at, the
Confirmation Hearing are overruled for the reasons stated on the
record, Judge Gropper ruled.

Before entry of the confirmation order, several parties, including
Ivanhoe Capital LP, objected to the confirmation of the Plan.
Ivanhoe alleged that GGP LP has defaulted on its obligations under
a promissory noted made by GGP LP to Ivanhoe Capital and must now
cure those defaults in accordance with the Note, including the
payment of default interest, compounded, on the full principal
amount owed, plus fees and expenses, if it seeks to unimpair
Ivanhoe Capital's claim.

              Plan Debtors Address Plan Objections

"The Plan has been accepted by overwhelming majorities in all
Classes entitled to vote, and provides that GGP will satisfy its
debt and other Claims in full, afford a substantial recovery for
holders of Interests and implement a recapitalization with $7 to
$8.5 billion of new capital," Ms. Goldstein, counsel to the Plan
Debtors, asserted.

The declarations submitted, and additional testimonial evidence,
which may be adduced at the Confirmation Hearing, will have
demonstrated, by a preponderence of the evidence, that the Plan
satisfied all applicable subsections of Section 1129, Ms.
Goldstein insisted.  Among other things, the Plan Debtors, using
their available capital and new capital raised pursuant to the
Plan, including the Investors' capital commitments under the
Investment Agreements, will be able to fund their Plan
obligations, she says.  The Plan Debtors will also have adequate
cash on the Effective Date to satisfy their cash obligations
under the Plan, she stated.

Ms. Goldstein further noted that the Plan satisfies the
requirements of Section 1129(a)(8) -- all Classes are either
unimpaired or have voted to accept the Plan -- and thus there is
no need to "cram down" any Class of Claims or Interests under
Section 1129(b).

The Plan Debtors also apprised the Court of the status of
objections filed by these parties: First City Investors, Inc.;
the California Franchise Tax Board; Oracle America, Inc.; the
Comptroller of the State of New York, as Trustee of the Common
Retirement Fund; Wilmington Trust Company; and Ivanhoe Capital
LP.  Specifically, the Plan Debtors say they reached the
resolutions for each of the parties' objections:

(1) First City

   Ms. Goldstein contends that First City is entitled to no
   relief because, as a matter of law, its claims have no merit.
   The purchase and sale agreement expressly was conditioned on
   approval of the transaction by the board of directors of GGP
   and the Bankruptcy Court.  The Plan Debtors' board of
   directors considered the transaction in good faith and,
   elected not to proceed with it.  The transaction was also not
   approved by the Bankruptcy Code, she notes.  Moreover, the
   claims asserted in First City's adversary proceeding lack
   merit and the Plan Debtors are confident the Bankruptcy Court
   will conclude that First City holds no claim against the Plan
   Debtors or their estates on account of the Cottonwood
   Property.  As set forth in the confirmation order, the
   confirmation of the Plan will not operate to extinguish any
   claims that First City may have with respect to the
   Cottonwood Property.

(2) The California FTB

   The Plan Debtors have resolved the California FTB's
   objection by adding language to the Plan clarifying that
   Administrative Expense Claims pursuant to Section
   503(b)(1)(B) or 503(b)(1)(C) of the Bankruptcy Code,
   including interest, will be paid in the ordinary course of
   business, subject to the Plan Debtors' defenses, without the
   need of the governmental units to file a request for payment
   of those Administrative Expense Claims or any other document,
   including a proof of Claim.  The Plan Debtors have also
   agreed to clarify that the Plan does not effect, among other
   things, a release of claims arising under any sate income or
   franchise tax code.

(3) Oracle

   The Plan Debtors are working with Oracle to confirm that the
   assumption and assumption and assignment of contracts
   between the Plan Debtors and Oracle will not involve the
   sharing of licenses between New GGP and THHC or their
   affiliates or subsidiaries.  The Plan Debtors are confident
   that this is not an issue for confirmation.

(4) The New York Common Retirement Fund

   Although the Plan Debtors dispute CRF's entitlement to
   default rate interest, the parties have agreed to resolve
   the issue of CRF's claim amount separate from confirmation
   of the Plan. Ms. Goldstein disclosed.  To the extent that
   the parties do not resolve the issue before the Confirmation
   Hearing, the Plan Debtors have agreed to file papers with
   the Bankruptcy Court regarding the dispute within 60 days
   after the Effective Date.

(5) Wilmington Trust

   The Plan Debtors have conferred with Wilmington Trust and
   the parties have reached a conclusion on the amounts owed,
   including the computation of per diem rates.  As agreed by
   to by the Plan Debtors, the confirmation order notes that
   distributions will take into account any adjustments to per
   diem rates that may occur prior to distribution.

(6) Ivanhoe

   The Plan Debtors have reached an agreement with Ivanhoe with
   respect to the settlement of amounts Ivanhoe claims for,
   among other things, compound interest, default interest,
   reimbursement of professional fees and expenses, and claims
   relating to delayed joint venture distributions.

In addition to objections to or statements in support of
confirmation of the Plan, the Creditors' Committee, the Equity
Committee, Bank of New York Mellon Trust Company, and Eurohypo
AG, New York Branch filed reservations of rights.  At this time,
the Plan Debtors are not aware of any circumstances under which
those reservations of rights would give rise to an objection to
confirmation of the Plan, Ms. Goldstein noted

The Plan Debtors thus ask the Court to confirm the Plan, as
modified.

In support of confirmation of the Plan, Mr. Nolan, James A.
Mesterharm and Ronen Bojmel filed separate declarations.

Mr. Nolan believes that confirmation of the Plan is appropriate
and in the best interest of all parties-in-interest.  In his
declaration, he appended a chart identifying THHC's business
segments and each of the properties THHC will have after the
Effective Date, available for free at:

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

Mr. Mesterharm, a managing director at AlixPartners, LLP, noted
that his firm has assisted the Debtors in computing various
calculations required under the Investment Agreements, including:
the closing date net debt calculations; MPC Tax indemnity
calculations; minimum liquidity test calculations, maximum debt
test calculations; sources and uses; and covenant compliance
analysis.  Based on those calculations, he believes that the Plan
will be adequately funded, that each of Reorganized General Growth
and THHC are likely to sustain viable operations and the
confirmation of the Plan is not likely to be followed by
liquidation or the need for further reorganization.

Ronen Bojmel, managing director of Miller Buckfire & Co., L.L.C.,
said his firm, alongside the Plan Debtors and their other
advisors, has conducted an analysis of the projected pricing range
and quantity and scope of investor demand for the New GGP Post-
Emergence Public Equity Offering.  He believes that Reorganized
General Growth will likely be able to replace all of the reserved
shares pursuant to the New GGP Post-Emergence Public Equity
Offering.  Thus, the Exit Facility and the Public Equity Offering
further support feasibility of the Plan under Section 1129(a)(11),
he maintained.

              Eurohypo Supports Plan Confirmation

Eurohypo AG, New York Branch, as administrative agent under the
Second Amended and Restated Credit Agreement dated February 24,
2006, said it supports confirmation of the Plan.

However, Brett H. Miller, Esq., at Morrison & Foerster LLP, in
New York, counsel to the 2006 Lenders, emphasized that the
parties have not yet reached an agreement on the 2006 Lenders'
entitlement to contractual default interest.  Eurohypo and the
Debtors agreed to resolve the issue of default interest in the
context of a claims objection proceeding, he noted.  To the
extent that the parties do not reach a final resolution of this
issue before the confirmation hearing, Eurohypo looks forward to
having the Court hear this matter immediately after the Plan goes
effective, he said.

                Creditors Voted in Favor of Plan

Christina F. Pullo, vice president, director of solicitation
services of Epiq Bankruptcy Solutions, LLC, filed with the Court
on October 18, 2010, tabulation of votes received for the Third
Amended Joint Plan of Reorganization.

Classes 4.17 and 4.23 are the classes entitled to vote on the
Plan.

                          Accept or    Amount       Amount
Voting Class             Reject       Accept       Reject
-------------            ---------    -------     -------
Hughes Heirs               Accept       99.955          0
Obligations
Class 4.17

GGP Common                 Accept   179,151,075   199,788
Stock
Class 4.23

Epiq did not include certain ballots for the tabulation of the
votes, a schedule of which is available for free at:

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

Epiq also tabulated election forms from holders of Classes 4.6 to
4.10 and 4.22 to elect certain treatment under the Plan:

  Electing              Electing              Electing
  Class                   Amount               Number
  --------              --------              --------
  Rouse 5.375%        $358,214,000               49
  Note Claims
  Class 4.6

  Rouse 6.75%         $199,946,000               17
  Note Claims
  Class 4.7

  Rouse 7.20%          $50,528,000               16
  Note Claims
  Class 4.8

  Exchangeable      $1,548,750,000               62
  Note Claims
  Class 4.10

  GGP LP               Unknown                    3
  Common Units
  Class 4.22

Epiq excluded from tabulation election forms received from three
holders of Class 4.22 because they did not indicate treatment
election on form.

A full-text copy of Epiq's tabulation report is available for free
at http://bankrupt.com/misc/ggp_oct18tabulationreport.pdf

                     About General Growth

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

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

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


GENERAL GROWTH: To Pursue Post-Emergence Stock Offering
-------------------------------------------------------
New GGP, Inc., filed an amended registration statement on Form S-
11 with the Securities and Exchange Commission to revise its
previously contemplated offering of mandatorily exchangeable notes
prior to the company's emergence from bankruptcy to a post-
emergence offering of common stock, according to a company
statement dated October 15, 2010.

General Growth Properties, Inc. Chief Executive Officer and
Director Adam Metz says New GGP expects to use the net proceeds of
this offering to repurchase $1.8 billion of the common stock
issued to The Fairholme Fund and Fairholme Focused Income Fund and
Pershing Square II, L.P., Pershing Square International,; Ltd. and
Teacher Retirement System of Texas on the effective date of the
Third Amended Joint Plan of Reorganization and to prepay $350
million worth of unsecured notes issued by New GGP to Pershing
Square.

GGP said it gave notice on October 11, 2010, to The Fairholme
Funds, Pershing Square Capital Management and Teacher Retirement
System of Texas that New GGP preserved the right to repurchase
within 45 days after emergence from Chapter 11 up to 155 million
shares of New GGP common stock to be issued to The Fairholme Funds
and Pershing Square and up to about 24.4 million shares of New GGP
common stock to be issued to Teacher Retirement System of Texas
with the proceeds of the offering.

The Investment Agreements permit New GGP to use the proceeds of a
sale of common stock of New GGP, including the common stock
offered hereby, for not less than $10.50 per share, to repurchase
the amount of New GGP common stock to be sold to Fairholme,
Pershing Square and Texas Teachers, pro rata as between Fairholme
and Pershing Square only, by up to 50% within 45 days after the
effective date of the Plan.  In connection with New GGP's election
to reserve Pershing Square's shares for repurchase, 35 million
shares were designated as "put shares" in accordance with the
Investment Agreement for Pershing Square.

The payment for these 35 million shares will be fulfilled on the
Effective Date by the payment of cash to New GGP at closing in
exchange for the Pershing Square Bridge Notes, which will be
payable six months from closing, Mr. Metz notes.  The Pershing
Square Bridge Notes are prepayable at any time without premium or
penalty, he says.  In addition, he relates that New GGP has the
right to sell up to 35 million shares of New GGP common stock,
subject to reduction as provided in the Investment Agreement, to
Pershing Square at $10.00 per share within six months after the
Effective Date to fund the repayment of the Pershing Square Bridge
Notes to the extent that they have not already been repaid.

Specifically, New GGP intends to register shares of common stock,
par value $0.01 per share, worth $2,250,000,000.   New GGP expects
to pay $160,425 as a registration fee of the Common Stock, which
it previously paid in light of the registration of Mandatorily
Exchangeable Notes due 2011.

All of the shares of common stock are being sold by New GGP, which
will be the indirect parent corporation of GGP or Old GGP, after
its emergence from bankruptcy.

New GGP expects the public offering price to be between $[] and
$[] per share.  Upon Old GGP's emergence from bankruptcy, New GGP
expects that the common stock will be listed on the New York Stock
Exchange under the symbol "GGP."

New GGP has also agreed to elect to be treated as a real estate
investment trust, or REIT, for U.S. federal income tax purposes in
connection with the filing of its tax return for 2010, subject to
satisfying the REIT qualification requirements at that time.

Shares of the common stock will be subject to ownership and
transfer limitations in New GGP's charter that are intended to
assist New GGP in qualifying and maintaining its qualification as
a REIT, including, subject to certain exceptions, a 9.9% ownership
limit.

A full-text copy of the Registration Statement on Form S-11 is
accessible for free at http://ResearchArchives.com/t/s?6cdb

                     About General Growth

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

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

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


GENERAL GROWTH: WKHL Proposes Hartford Settlement Agreement
-----------------------------------------------------------
Debtor West Kendall Holdings, LLC, seeks the Court's permission to
enter into a settlement agreement, lien waiver and release with
The Hartford Fire Insurance Company resolving Hartford's claims
worth $6 billion.

West Kendall owns a tract of land known as Kendall Town Center
located at 15775 SW 96th Street, in Miami, Florida.  The Kendall
Town Center is divided into several parcels labeled A, B, C, E
and F.  In May 2008, West Kendall and Downrite Engineering Corp.
entered into an Owner-Contractor Agreement requiring Downrite to
provide improvements related to the Kendall Drive Widening
Project in Miami-Dade County, Miami, Florida.

Under the Contract and Florida law, West Kendall was required to
obtain a permit performance and payment bond to secure the
obligations of West Kendall to perform the contract and pay for
labor and material required for the performance of the Contract.
To that end, Hartford issued surety performance and payment bonds
on behalf of West Kendall.  In connection with the Bond, General
Growth Properties, Inc.; GGP Limited Partnership; GGPLP, LLC; The
Rouse Company LP, and General Growth Management, Inc. agreed to
indemnify Hartford from losses it incurs in connection with the
Bond, including attorneys' fees.

Downrite made a demand for payment under the Bond for $562,597.
In June 2009, Hartford paid Downrite $562,597 under the Bond and
took an assignment of any and all liens placed on the Project by
Downrite.  In October 2008, Hartford filed a construction lien
with the Clerk of the Court for Miami-Dade County, Florida for
$562,597, encumbering Parcel B at the Kendall Town Center.  In
November 2009, Hartford filed a notice of perfection of its lien.
In November 2009, Hartford timely-filed 388 unsecured proofs of
claim, one against each of the Debtors, and each filed in the
full amount of bonds issued by Hartford on behalf of the Debtors
under the Indemnity Agreement.  The Debtors disputed Hartford's
claims on several omnibus claims objections.

To resolve their claims dispute, the parties entered into the
Settlement Agreement with these salient terms:

  (a) West Kendall agrees to pay Hartford the full amount of the
      surety bond payment, including related attorneys' fees,
      for $592,614.  GGP LP also agrees to pay Hartford's claim
      for attorneys' fees for $28,347 incurred in connection
      with the Hartford Claims;

  (b) Hartford agrees to provide, upon receipt of the settlement
      payment, a fully executed original, recordable,
      unconditional lien release for the Hartford Lien;

  (c) The Parties agree to waive all claims and causes of
      actions relating to the claim of Downrite for payment of
      $562,597 and the assignment of its lien rights to Hartford
      for this amount; and

  (d) The Parties agree that the Settlement Agreement resolves
      the Hartford Claims, and Hartford agrees to withdraw
      those claims immediately after the effective date of the
      Third Amended Joint Plan of Reorganization.  To the extent
      Hartford does not timely file a notice of withdrawal of
      the claims, those claims will be deemed disallowed and
      expunged from the Debtors' claims register.

Stephen A. Youngman, Esq., at Weil, Gotshal & Manges LLP, in New
York, stresses that the Settlement Agreement will allow the
Debtors to:

  (1) avoid clouding the title of the various Kendall Town
      Center parcels;

  (2) renew their surety arrangement with Hartford to ensure
      adequate surety bond coverage in connection with existing
      contracts and certain state laws post-emergence; and

  (3) fully resolve and eliminate the Hartford Proofs of Claim
      totaling $6,974,382,628.

Moreover, to provide clear title and facilitate the eventual sale
and conveyance of Parcel B at the Kendall Town Center, Hartford
will provide a full and final release of the Hartford Lien, Mr.
Youngman adds.

                     About General Growth

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

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

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


GLORIA CHAVEZ: Case Summary & 11 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Gloria Chavez
        20351 Keswick Street
        Winnetka, CA 91306

Bankruptcy Case No.: 10-23619

Chapter 11 Petition Date: October 27, 2010

Court: U.S. Bankruptcy Court
       Central District of California (San Fernando Valley)

Judge: Geraldine Mund

Debtor's Counsel: Mark S. Charrow, Esq.
                  9036 Reseda Boulevard, #101
                  Northridge, CA 91324-3929
                  Tel: (818) 349-1305
                  Fax: (818) 349-3647
                  E-mail: mcharrow@yahoo.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 11 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/cacb10-23619.pdf


GOLDEN STATE: Moody's Downgrades Rating on Notes to 'Ba2'
---------------------------------------------------------
Moody's Investors Service downgraded to Ba2 from Baa3 the rating
of Golden State Petroleum Transport Corporation's 8.04% First
Preferred Mortgage Notes due 2019 (term notes) and assigned a
negative outlook to the rating.  The downgrade is prompted by
Frontline Ltd.'s notification that it was unable to find an
acceptable replacement charter for the Antares Voyager, and Golden
State's announcement that it is soliciting approval from
bondholders to sell the Antares Voyager.

                        Ratings Rationale

The downgrade reflects Frontline's failure to find an acceptable
replacement charter for the Antares Voyager and increasing market
risk as a result of weakness in global tanker markets.  Conditions
in the tanker markets include a large oversupply of vessels,
depressed day rates below the contractual rates being paid on the
Antares Voyager, and a resulting negative impact on tanker values.
The Antares charter, which expires December 7, 2010, is at a
current rate of $28,500/day and is above market versus recent spot
rates in the area of $10,000/day.  In addition, with the Antares
charter cancellation, Golden State will be a single asset
structure with debt serviced only by the underlying bareboat
charter and accumulated cash.  Finally, weak tanker markets point
to increased risk that Chevron might not retain the charter on the
Phoenix Voyager, opening that vessel up to re-charter and sales
risk.

The Ba2 rating is supported by cash of approximately
$21.6 million, which, combined with proceeds from the Antares
sale, will become available to retire $52.9 million of term notes
allocated to the vessel.  In Moody's view, the combined cash and
sales proceeds are likely to be adequate to retire all of the
allocated debt based on recent values on sales of similar tankers.
In addition, in the event the sale of the Antares is delayed, the
cash will provide cushion for debt service during a period of
continuing sales efforts.

The solicitation of bondholders is set to expire October 28, 2010.
Amendments to the indenture include provisions to release
collateral, simplify the vessel sales process, and give Frontline
flexibility to spot charter the Antares until it can be sold.  The
latter provision would be positive, providing additional cash
support to Golden State, even if a spot charter were at very
depressed levels.

The negative outlook reflects uncertainty over the timing and
ultimate proceeds to be realized from the sale of the Antares
Voyager.  If sales proceeds and existing cash balances are
sufficient to retire the full amount of the Antares allocated
debt, Moody's could stabilize the Ba2 rating outlook.  Moody's
notes the Phoenix Voyager's next potential cancellation date is in
March 2013, but Chevron must give irrevocable notice of intent to
cancel by September 2012.

The last rating action affecting Golden State Petroleum Transport
Corporation was on March 5, 2010, when Moody's downgraded the debt
rating following the notification that Chevron would cancel the
Antares bareboat charter.

Golden State's ratings were assigned by evaluating factors Moody's
believe to be relevant to the credit profile of the issuer, such
as contract structure and charter rates, the counterparty credit
quality of the lessee, and external industry conditions.  These
attributes were compared against other issuers both within and
outside of Golden State's core industry and its ratings are
believed to be comparable to those of other issuers with similar
contract structures.

Golden State Petroleum Transport Corporation is a special purpose
entity originally formed to finance the construction of two VLCCs
under long-term time charter to Chevron Transport.  Independent
Tankers Corporation Limited, headquartered in Hamilton, Bermuda,
owns a portfolio of oil tankers under long-term charter to
shipping subsidiaries of BP plc and Chevron Corporation.  ITCL is
majority-owned by Frontline Ltd., one of the world's largest
shipping companies engaged in crude oil and product shipping.


HANMI FINANCIAL: Posts $14.6 Million Net Loss in Q3 2010
--------------------------------------------------------
Hanmi Financial Corporation, the holding company for Hanmi Bank,
announced Thursday its financial results for the three months
ended September 30, 2010.

The Company reported that its net loss fell to $14.6 million for
the third quarter of 2010, compared to a second quarter loss of
$29.3 million and a loss of $59.7 million in the third quarter a
year ago.  For the first nine months of 2010, net loss totaled
$93.3 million, compared to $86.4 million in the first nine months
of 2009.

"The strong support of our shareholders, as well as the
encouraging demand from the capital market, allowed us to raise
gross proceeds of $120 million in new capital at the beginning of
the quarter.  As a result, the Bank has met the threshold for
being considered 'well-capitalized' for regulatory purposes at
September 30, 2010," said Jay S. Yoo, President and Chief
Executive Officer.

As announced on July 27, 2010, Hanmi successfully raised gross
proceeds of $120 million of capital with approximately $47 million
in its rights offering and $73 million in the best efforts public
offering.  Of the $116.3 million in net proceeds, $110.0 million
was down-streamed from the holding company to the Bank.

Net interest income, before provision for credit losses, totaled
$26.3 million for the third quarter of 2010 which was down
slightly from net interest income of $26.5 million in the third
quarter a year ago.  For the first nine months of 2010, net
interest income before provision for credit losses totaled
$79.9 million compared to $72.8 million in the first nine months
of 2009.

Provision for credit losses in the third quarter of 2010 decreased
to $22.0 million, compared to $49.5 million in the third quarter a
year ago.  For the first nine months of 2010, the provision for
credit losses totaled $117.5 million down from $119.4 million in
the first nine months of 2009.

Non-performing loans (NPLs) declined 20% to $194.7 million at
September 30, 2010, from $242.1 million at June 30, 2010, and up
12% from $174.4 million at September 30, 2009.

Other real estate owned (OREO), real estate acquired through
foreclosure, totaled $20.6 million at September 30, 2010, down
from $24.1 million at June 30, 2010, and also down from
$27.1 million a year ago.  "We have been aggressive in selling
loans prior to foreclosure, which partially accounts for the
reduction of OREO," said Mr. Yoo.

At September 30, 2010, the Company's balance sheet showed
$2.969 billion in total assets, $2.796 billion in total
liabilities, and stockholders' equity of $172.6 million.

Total assets were $2.915 billion at June 30, 2010, and
$3.457 billion at September 30, 2009.

A full-text copy of the earnings release is available for free at:

               http://researcharchives.com/t/s?6d27

                      About Hanmi Financial

Headquartered in Los Angeles, Hanmi Financial Corp. (Nasdaq: HAFC)
-- http://www.hanmi.com/-- is the holding company for
Hanmi Bank, a state chartered bank with headquarters located at
3660 Wilshire Boulevard, Penthouse Suite A, in Los Angeles.
Hanmi Bank provides services to the multi-ethnic communities of
California, with 27 full-service offices in Los Angeles, Orange,
San Bernardino, San Francisco, Santa Clara and San Diego counties,
and a loan production office in Washington State.

As reported in the Troubled Company Reporter on March 17, 2010,
KPMG LLP, in Los Angeles, expressed substantial doubt about the
Company's ability to continue as a going concern, following its
2009 results.  The independent auditors noted the Company and its
wholly-owned subsidiary Hanmi Bank, are currently operating under
a formal supervisory agreement with the Federal Reserve Bank of
San Francisco and the California Department of Financial
Institutions, which restricts certain operations of the Company
and requires the Company to, among other things, increase
contributed equity capital at Hanmi Bank by $100 million by
July 31, 2010, and achieve specified capital ratios by July 31,
2010, and December 31, 2010.


HARRISBURG, PA: 577 Employees to Get Paid from Revenues
-------------------------------------------------------
Dow Jones' DBR Small Cap reports that Harrisburg, Pa., should be
able to make payroll for its 577 employees this week, according to
a city spokesman, but the capital city's fiscal situation remains
tenuous.

According to the report, the utility fund collections came in
higher than expected, and the city will receive $200,000 from
hotel taxes, spokesman Chuck Ardo said.

"By Wednesday morning, we will be able to make basic payroll"
excluding overtime, Mr. Ardo said.

The report notes that Harrisburg has applied to be included in the
state's fiscal oversight program for distressed municipalities
known as Act 47.   State officials have about a month to make a
decision, but the city is hoping for a quicker response, the
report says.

Banks have been leery of lending short-term funds to Harrisburg,
the report discloses.

"At the moment, the funding institutions are waiting on the
state's decision on Act 47," the report quoted Mr. Ardo as saying.

Pennsylvania's program aims to stabilize municipalities under
severe financial strain and set them on a path for sustainable
fiscal health, the report adds.

                     About Harrisburg, PA

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

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

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


HAWAIIAN TELCOM: Emerges From Chapter 11 Reorganization
-------------------------------------------------------
Hawaiian Telcom Communications, Inc. disclosed that effective
today, the Company has successfully completed its reorganization
and has emerged from its Chapter 11 proceedings, pursuant to the
plan of reorganization approved by the bankruptcy court.  As
expected, the new ownership and capital structure of the Company
have been approved by the Federal Communications Commission and
the Hawaii Public Utilities Commission.

"Thanks to the dedication of each of our employees statewide, the
ongoing support of our customers and suppliers, and the
cooperation of our lenders, we have successfully completed our
reorganization which marks a new beginning for the Company," said
Eric K. Yeaman, Hawaiian Telcom's president and CEO.  "As was our
goal, we have significantly reduced our debt through the Chapter
11 process and have emerged a much stronger, more financially
secure company better positioned to address the growth
opportunities as the leading communications provider in the Hawaii
marketplace."

Through its reorganization, Hawaiian Telcom has reduced its debt
by over $850 million, or approximately 74 percent, and has emerged
with $300 million of debt.

"Providing the highest quality products and services has always
remained our priority, and we are now in a stable position to
commit even more energy to meeting, and hopefully surpassing, our
customers' communications needs and expectations," said Yeaman.
"We continue to implement our strategic plan focused on leveraging
our advanced network infrastructure to introduce new products and
services, while improving processes and systems so we can enhance
our service delivery."

Throughout the reorganization, Hawaiian Telcom has launched
several new services including its Business All-in-One package, a
business communications service for small business customers.
Based on voice over Internet Protocol (VoIP), Business All-in-One
unifies all communication services on a single broadband IP
connection.

The Company also launched this year its new customer portal,
hawaiiantel.net, which offers its high-speed Internet subscribers
a single on-line destination combining personalized account
management, e-mail and voice mail with a rich content experience
including the latest news, weather and sports together with a wide
selection of streaming music and video.

Additionally, ongoing strategic investments in its advanced fiber
optic network has enabled Hawaiian Telcom to introduce leading
class business data services such as Routed Network Services and
Enhanced IP Data Services, drive its market share of high-speed
Internet through broader reach and enhanced speeds as well as form
the backbone of its future "Next Generation" IP-based TV service.

The Company has also been delivering competitive new promotions
and services to consumers quicker than ever, in conjunction with
new legislation enacted in 2009 and 2010.  The new legislation has
removed some of the long-standing regulatory approval requirements
that lengthened the Company's timeline to offer these services.

In addition, as provided for in the Plan and effective with the
emergence from Chapter 11, the Company has a new Board of
Directors that brings both in-depth knowledge of Hawaiian Telcom
and vast experience in the telecommunications industry.  The
Company's existing management team continues to lead Hawaiian
Telcom.

"This marks a new beginning for Hawaiian Telcom driven by the
commitment of our incredibly dedicated employees and the Company's
strong management team," said Yeaman.  "Along with our new Board
of Directors, we are charting a new course for the Company,
shaping it for future growth so we can continue providing the
people and businesses of Hawaii with solutions tailored to meet
their communications needs."

Hawaiian Telcom has emerged a well capitalized company with $300
million of senior secured debt and following post-emergence
payables will have approximately $75 million in cash, supplemented
with an undrawn credit line of up to $30 million.  Holders of the
Company's prepetition senior secured debt will receive 100 percent
of the new common stock under the Plan, subject to dilution.
Additionally, as provided for in the Plan, the Company is pursuing
the listing of its common stock on a nationally recognized public
exchange.

On December 1, 2008, the Company filed voluntary petitions for
relief under Chapter 11 of the U.S. Bankruptcy Code in the United
States Bankruptcy Court for the District of Delaware, later
transferred to the District of Hawaii.  In June 2009, the Company
filed with the Bankruptcy Court a Chapter 11 plan of
reorganization.  The Bankruptcy Court confirmed the Plan at the
conclusion of the confirmation hearing on November 13, 2009 and
entered a written confirmation order on December 30, 2009. The
Federal Communications Commission approved the Company's transfer
of control applications on September 15, 2010.  On September 22,
2010, the Hawaii Public Utilities Commission approved applicable
portions of the Company's Plan of Reorganization.  Hawaiian Telcom
emerged from Chapter 11 protection on October 28, 2010.

                       About Hawaiian Telcom

Based in Honolulu, Hawaii, Hawaiian Telcom Communications, Inc.
-- http://www.hawaiiantel.com/-- operates a telecommunications
company, which offers an array of telecommunications products and
services including local and long distance service, high-speed
Internet, wireless services, and print directory and Internet
directory services.

The Company and seven of its affiliates filed for Chapter 11
protection on December 1, 2008 (Bankr. D. Del. Lead Case No.
08-13086).  As reported by the TCR on December 30, 2008, Judge
Peter Walsh of the U.S. Bankruptcy Court for the District of
Delaware approved the transfer of the Chapter 11 cases to the U.S.
Bankruptcy Court for the District of Hawaii before Judge Lloyd
King (Bankr. D. Hawaii Lead Case No. 08-02005).

Richard M. Cieri, Esq., Paul M. Basta, Esq., and Christopher J.
Marcus, Esq., at Kirkland & Ellis LLP, represent the Debtors in
their restructuring efforts.  The Debtors proposed Lazard Freres &
Co. LLC as investment banker; Zolfo Cooper Management LLC as
business advisor; Deloitte & Touche LLP as independent auditors;
and Kurztman Carson Consultants LLC as notice and claims agent.
An official committee of unsecured creditors has been appointed
and is represented by Christopher J. Muzzi, Esq., at Moseley Biehl
Tsugawa Lau & Muzzi LLC, in Honolulu, Hawaii.

When the Debtors filed for protection from their creditors, they
disclosed total assets of $1,352,000,000 and total debts of
$1,269,000,000 as of September 30, 2008.

Bankruptcy Judge Lloyd King entered on December 30, 2009, an order
confirming a plan of reorganization for Hawaiian Telcom.


INTERDENT INC: S&P Gives Positive Outlook; Affirms 'CCC' Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its rating
outlook on Inglewood, Calif.-based InterDent Inc., a provider of
dental practice management services, to positive from negative,
and affirmed its 'CCC' corporate credit rating on the company.
Higher profit margins and reduced debt leverage improve
InterDent's prospects for refinancing all of its outstanding debt,
which matures in 2011.

At the same time, S&P affirmed its 'CCC-' issue credit rating on
subsidiary InterDent Service Corp.'s senior secured second-lien
notes that are guaranteed by its parent InterDent Inc.

"S&P's 'CCC' rating on InterDent largely reflects its refinancing
risk," said Standard & Poor's credit analyst Gail Hessol.  All of
InterDent's outstanding debt matures in 2011 and its financial
risk profile remains highly leveraged.  However, cost-cutting has
restored profitability and bolstered funds from operations, and
financial parameters have improved over the past year.  At June
30, adjusted debt to EBITDA was 6.1X.

"Following InterDent's emergence from bankruptcy in 2003,
management pruned weaker offices," added Ms. Hessol.  Revenues
grew less than 3% from 2004 through 2009.  Operating and EBITDA
margins fell from 2004 to 2007.  "Since then," she continued,
"significant cost-trimming in most areas other than clinical
compensation resulted in margin strengthening through 2010 to
date."  The EBITDA margin rose to 8.4% for the 12 months ended
June 30, 2010, compared with 5.3% for 2007.  After several years
of net losses, the company reported a net profit of $0.7 million
for the second quarter of this year.  S&P expects return on
capital to rise modestly from 11.7% for the 12 months ended
June 30.  The company's ongoing program to renegotiate office
leases should aid profitability and its interest burden is likely
to decline significantly, but management has yet to demonstrate
its ability to expand the business.


JEAN DETHIERSANT: Asks for Court's Nod to Use Cash Collateral
-------------------------------------------------------------
Jean Dethiersant asks for authorization from the U.S. Bankruptcy
Court for the Central District of California to use cash
collateral.

The cash collateral consists of collected rents and any other
proceeds from the property at 1731 Corinth Avenue, Los Angeles,
California 90025.  The Corinth Property currently generates income
of $29,320 per month.  The property has expenses, including debt
service, of approximately $17,301 per month.  The Debtor has
established a separate rent collection account for the property.
The poperty has a scheduled value of $4,300,000 million with
scheduled secured claims of $3,264,656, which included property
taxes.

Michael Jay Berger, Esq., at the Law Offices of Michael Jay
Berger, explains that the Debtor needs the money to pay the
necessary and ongoing expenses of the Corinth Property for a
period to and through April 1, 2011, or other date as the Court
may fix, including the Debtor's post-petition debt service
obligations to secured creditor JPMorgan Chase Bank, N.A.,
insurance obligations, utilities, maintenance of the Corinth
Property, and marketing expenses to the extent necessary t keep
the Corinth Property fully leased.  The Debtor will use the
collateral pursuant to a budget, a copy of which is available for
free at http://bankrupt.com/misc/JEAN_DETHIERSANT_budget.pdf

In exchange for using the cash collateral, the Debtor proposes to
adequately protect the liens of the secured creditor by using the
cash collateral only to the extent necessary to pay the actual,
reasonable and necessary operating expenses relating to the
Corinth Property.  The Debtor is contacting the secured creditor
to have a stipulation regarding cash collateral and adequate
protection in place.  The Debtor has already set up a separate
cash collateral account for the Corinth Property and is
segregating rents in that account.  The Debtor further proposes to
provide monthly operating reports that are provided to the Office
of the United States Trustee, and any other reports to the secured
creditor.

The Court has set a hearing for November 11, 2010, at 10:00 a.m.
on the Debtor's request to use cash collateral.

West Hollywood, California-based Jean Dethiersant filed for
Chapter 11 bankruptcy protection on August 13, 2010 (Bankr. C.D.
Calif. Case No. 10-44108).  Michael Jay Berger, Esq., assists the
Debtor in his restructuring effort.  In his schedules, the Debtor
disclosed $11,058,225 in total assets and $14,339,820 in total
liabilities as of the Petition Date.


JEAN DETHIERSANT: Taps Michael Jay as General Bankruptcy Counsel
----------------------------------------------------------------
Jean Dethiersant asks for authorization from the U.S. Bankruptcy
Court for the Central District of California to employ the Law
Offices of Michael Jay Berger of Beverly Hills, California, as
general bankruptcy counsel.

The Firm will, among other things:

     a. communicate with creditors;

     b. prepare the Debtor's Chapter 11 bankruptcy petition and
        all supporting schedules;

     c. advise the Debtor of his legal rights and obligation in a
        bankruptcy proceedings; and

     d. represent the Debtor at the initial interview of the
        Debtor and the first meeting of creditors.

The Firm will be paid based on the hourly rates of its personnel:

        Michael Jay Berger                         $390
        Senior Associate Attorneys                 $360
        Junior Associate Attorneys                 $250
        Paralegals & Law Clerks                    $150

Michael Jay Berger, Esq., at the Firm, assures the Court that the
firm is "disinterested" as that term is defined in Section 101(14)
of the Bankruptcy Code.

West Hollywood, California-based Jean Dethiersant filed for
Chapter 11 bankruptcy protection on August 13, 2010 (Bankr. C.D.
Calif. Case No. 10-44108).  In his schedules, the Debtor disclosed
$11,058,225 in total assets and $14,339,820 in total liabilities
as of the Petition Date.


JEAN DETHIERSANT: U.S. Trustee Wants Case Dismissed or Converted
----------------------------------------------------------------
Peter C. Anderson, the U.S. Trustee for Region 16 asks the U.S.
Bankruptcy Court for the Central District of California to
dismiss, or in the alternative, convert the Chapter 11 case of
Jean Dethiersant to one under Chapter 7 of the Bankruptcy Code.

The U.S. Trustee explains that:

   -- to date, the Debtor did not file a Disclosure Statement or
      Plan of Reorganization; and

   -- the Debtor failed to comply with the requirements of the
      U.S. Trustee by failing to provide documents, financial
      reports or attend required meetings.

West Hollywood, California-based Jean Dethiersant filed for
Chapter 11 bankruptcy protection on August 13, 2010 (Bankr. C.D.
Calif. Case No. 10-44108).  Michael Jay Berger, Esq., assists the
Debtor in his restructuring effort.  The Debtor disclosed
$11,058,225 in assets and $14,339,820 in liabilities as of the
Petition Date.


JEFFREY HARTZELL: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Jeffrey Allan Hartzell
        401 Hope Street
        Leesburg, FL 34748

Bankruptcy Case No.: 10-19152

Chapter 11 Petition Date: October 26, 2010

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

Debtor's Counsel: Robert B. Branson, Esq.
                  LAW OFFICE OF ROBERT B. BRANSON PA
                  1501 E. Concord Street
                  Orlando, FL 32803
                  Tel: (407) 894-6834
                  Fax: (407) 894-8559
                  E-mail: lawbankruptcy1@aol.com

Scheduled Assets: $999,261

Scheduled Debts: $1,312,030

A list of the Debtor's 20 largest unsecured creditors filed together
with the petition is available for
free at:
http://bankrupt.com/misc/flmb10-19152.pdf


JETCO RETAIL: Involuntary Chapter 11 Case Dismissed
---------------------------------------------------
The Hon. Craig A. Gargotta of the U.S. Bankruptcy Court for the
Western District of Texas dismissed the involuntary Chapter 11
case of Jetco Retail Group, L.P., with prejudice to re-file a
Chapter 11 proceeding for one year.

Martha Atelia Clarkson, Gavin Stuart Clarkson, and Derek Wendell
Clarkson filed for an involuntary Chapter 11 protection for
Austin, Texas-based Jetco Retail Group, L.P., on April 6, 2010
(Bankr. W.D. Tex. Case No. 10-10945).  Mark Curtis Taylor, Esq. at
Hohmann, Taube & Summers, LLP, represent the petitioners.


JIMMY MORRIS: Court Not Biased in Dismissing Chapter 11 Case
------------------------------------------------------------
The Hon. G. Harvey Boswell rules that the U.S. Bankruptcy Court
was not bias or impartial in dismissing the Chapter 11 case of
Jimmy Marcell Morris.  "In dismissing Morris's case based on his
own failure to comply with the Code, the Court is not succumbing
to any judicial or extrajudicial source that would give rise to
grounds for recusal. Instead, it is simply doing what it would do
in any case in which the debtor fails to comply with the statutory
requirements imposed upon him," Judge Boswell says.

Jimmy Marcell Morris, v. George C. Paine, II, Keith M. Lundin,
Marian F. Harrison, Matthew T. Loughney, Several Court Employees
and other Unknown Actors, Henry E. Hildebrand, III, Beth R.
Derrick, Tracy L. Schweitzer, and Richard F. Clippard, Adv. Pro.
No. 10-00242 (Bankr. M.D. Tenn.), demands for substitution and
recusal of Judge Paine, alleging the judge is violating the United
States Constitution by imposing a 2-year ban on the Plaintiff re-
filing a bankruptcy petition.

A copy of Judge Boswell's decision dated October 26, 2010, is
available at http://is.gd/gnPzifrom Leagle.com.

Mr. Morris filed a "bare bones" or "skeletal" chapter 11 petition
(Bankr. M.D. Tenn. Case No. 10-04143) on April 19, 2010.  This is
his fifth bankruptcy filing in the Middle District of Tennessee
since 1999.

As reported by the Troubled Company Reporter on October 8, 2010,
the Court granted the United States Trustee's Motion to Dismiss
Mr. Morris's case with prejudice for two years.  The Court found
that Mr. Morris was a bad faith serial filer who had made little
if any effort to comply with his statutory duties as a debtor
under the Bankruptcy Code.


JRG DAKOTA: Involuntary Reorganization Case Dismissed
-----------------------------------------------------
The Hon. Craig A. Gargotta of the U.S. Bankruptcy Court for the
Western District of Texas dismissed the involuntary Chapter 11
case of JRG Dakota, LLC, with prejudice to refile a Chapter 11
proceeding for one year from the date the order.

Martha Atelia Clarkson, Gavin Stuart Clarkson, and Derek Wendell
Clarkson filed for an involuntary Chapter 11 protection for
Austin, Texas-based JRG Dakota, LLC, on April 6, 2010 (Bankr. W.D.
Tex. Case No. 10-10948).  Mark Curtis Taylor, Esq. at Hohmann,
Taube & Summers, LLP, represented the petitioners.


JUAN GOMEZ: Voluntary Chapter 11 Case Summary
---------------------------------------------
Joint Debtors: Juan Gomez
                 dba Gomez Gas and Convenience
               Rosa Gomez
               14 Athelwold Street
               Dorchester, MA 02124

Bankruptcy Case No.: 10-21538

Chapter 11 Petition Date: October 22, 2010

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

Judge: Henry J. Boroff

Debtors' Counsel: Michael Van Dam, Esq.
                  VAN DAM & TRAINI, LLP
                  60 William Street, Suite 300
                  Wellesley, MA 02481
                  Tel: (617) 969-2900
                  Fax: (617) 964-4631
                  E-mail: mvandam@trainilaw.com

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

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

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


KENNETH KEITH: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Joint Debtors: Kenneth W. Keith
               Vicky L. Keith
               418 W. Bergera Road
               Braidwood, IL 60408

Bankruptcy Case No.: 10-47916

Chapter 11 Petition Date: October 26, 2010

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Jack B. Schmetterer

Debtor's Counsel: Chris D. Rouskey, Esq.
                  ROUSKEY AND BALDACCI
                  151 Springfield Ave
                  Joliet, IL 60435
                  Tel: (815) 741-2118
                  Fax: (815) 741-0670
Email: rouskey-baldacci@sbcglobal.net

Scheduled Assets: $557,700

Scheduled Debts: $1,641,547

A list of the Joint Debtors' 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/ilnb10-47916.pdf

The petition was signed by the Joint Debtors.


LANGUAGE LINE: Moody's Downgrades Corporate Family Rating to 'B1'
-----------------------------------------------------------------
Moody's Investors Service downgraded the Corporate Family Rating
of Language Line Holdings, LLC, to B1 from Ba3 and assigned a B3
rating to a proposed $250 million second lien credit facility.
Concurrently, Moody's affirmed the Ba3 rating on the first lien
credit facility and downgraded the speculative grade liquidity
rating to SGL-2 from SGL-1.  Language Line, LLC, and Tele-
Interpreters Acquisition LLC (wholly-owned subsidiaries of
Language Line) are co-borrowers under the first lien credit
facility and are expected to be co-borrowers under the second lien
facility.  The rating outlook is stable.

                        Ratings Rationale

The net proceeds from the second lien term loan together with
about $100 million of balance sheet cash are expected to be used
to repay approximately $41 million of indebtedness, redeem all of
the outstanding preferred stock of Language Line, and pay a
dividend to shareholders of about $85 million.  The first lien
credit facility is expected to be amended to allow for the
issuance of the second lien debt and related use of proceeds and
to reset financial covenants.

The downgrade of the CFR to B1 from Ba3 primarily reflects the
substantial weakening of debt protection metrics pro forma for the
refinancing and dividend.  The downgrade of the speculative grade
liquidity rating to SGL-2 primarily reflects the use of
approximately $100 million of balance sheet cash in connection
with the refinancing and Moody's expectation of lower cash flow
from operations as a result of significantly higher cash interest
expense in the proposed capital structure.

The B1 Corporate Family Rating reflects a relatively small revenue
base, high pro forma financial leverage for the rating category,
and a moderate decline in financial performance during the first
half of 2010 after a strong period of growth from 2006 to 2009.
Financial performance in the first half of 2010 was pressured by
lower levels of business activity at company clients and a loss of
certain business to competitors and in-house solutions.  The
ratings continue to be supported by the company's leading market
position in the over-the-phone interpretation segment, a broad
customer base, and favorable long term growth prospects driven by
immigration, government regulation and ethnic marketing.  The
ratings are constrained by price competition from smaller
competitors, the potential for certain clients to shift to in-
house solutions and the risk that the financial sponsor will seek
to add leverage and extract further dividends from the company
over the medium term.  The first and second lien credit
agreements, however, will limit the company's ability to incur
additional leverage and pay dividends.

Moody's took these rating actions (assessments revised):

  -- Assigned $250 million second lien term loan due 2016, B3 (LGD
     5, 87%)

  -- Affirmed $50 million first lien revolver due 2014, Ba3 (to
     LGD 3, 33% from LGD 3, 34%)

  -- Affirmed $525 million first lien term loan B due 2015, (to
     LGD 3, 33% from LGD 3, 34%)

  -- Downgraded Corporate Family Rating, to B1 from Ba3

  -- Downgraded Speculative Grade Liquidity Rating, to SGL-2 from
     SGL-1

  -- Affirmed Probability of Default Rating, B1

The stable outlook anticipates modest revenue and EBITDA growth in
2011, with growth in billed minutes partially offset by modest
declines in average pricing.

The ratings could be pressured if the competitive environment
intensifies resulting in further declines in revenue and
profitability over the next year.  Another debt financed dividend
transaction could also pressure the ratings.  The ratings could be
downgraded if Debt to EBITDA and free cash flow to debt are
sustained at over 6 times and less than 5%, respectively.

As a result of the company's shift to more aggressive financial
policies and the profitability decline in the first half of 2010,
Moody's do not anticipate upward rating momentum in the medium
term absent a significant de-levering event such as an initial
public offering.

Headquartered in Monterey, California, Language Line Holdings, LLC
provides over-the-phone interpretation services from English into
more than 170 different languages.  The company is controlled by
ABRY Partners, LLC and reported revenues of about $285 million in
the twelve month period ending June 30, 2010.


LANGUAGE LINE: S&P Assigns 'B-' Rating to $250 Mil. Senior Loan
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned a preliminary issue-
level and recovery ratings to Monterey, California-based Language
Line LLC's proposed $250 million second-lien senior secured credit
facility due 2016.  The preliminary issue-level rating is 'B-'
(two notches below the corporate credit rating on the company).
The preliminary recovery rating is '6', indicating S&P's
expectation of negligible (0- 10%) recovery in the event of a
payment default.  The company plans to use the proceeds to redeem
preferred stock, repay a note maturing this year, and fund a
distribution to its shareholders.

At the same time, S&P affirmed its 'B+' corporate credit rating on
parent, Language Line Holdings LLC.  The outlook is negative.  The
issue-level rating on the company's first-lien facility remains at
'B+' (at the same level as the corporate credit rating on the
company).  The recovery rating was revised to '3', from '4'
indicating S&P's expectation of meaningful (50%-70%) recovery in
the event of a payment default''.  The recovery rating was revised
because S&P assumed a higher enterprise value in S&P's
hypothetical default scenario than S&P had previously.

"The 'B+' corporate credit rating reflects S&P's expectation that
Language Line's financial policy will remain aggressive, leverage
will remain high, and that covenant compliance could thin if
operating performance does not improve, said Standard & Poor's
credit analyst Tulip Lim.  "It also reflects the company's
vulnerability to clients moving their translation services in-
house and continued pricing pressure in the over-the-phone
interpretation market."

S&P views the company's financial risk profile as aggressive
because of its relatively high leverage and aggressive shareholder
return policy.

Although Language Line is the leading outsourced OPI provider, S&P
views its business profile as weak because of pricing pressure and
because of the potential that the company's clients could move
their translation services in house.  As the volume for Spanish-
English translation demand grows and Spanish-language ability
becomes more prevalent, it can become more economical for a client
to reduce outsourcing.  Clients typically use Language Line as a
supplement to in-house multilingual capabilities.  Spanish-
language OPI accounts for slightly more than 70% of Language
Line's total billed minutes, leaving the company vulnerable to
clients moving Spanish-English translation services in-house.
This dynamic, together with pricing pressure from clients,
contributes to S&P's view that the business profile is weak.


LEHMAN BROTHERS: Court Imposes 9-Month Stay on 50 Avoidance Suits
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has imposed a nine-month stay on more than 50 lawsuits that
Lehman Brothers Holdings Inc. and its affiliated debtors filed
last month to recover over $3 billion.

The imposition of the stay prohibits the conduct of any activity
such as investigations and trials in connection with the lawsuits
during the nine-month period.

The stay, however, does not prohibit the Debtors to amend their
complaints, complete service of those complaints or hold an
investigation for such purpose during the period.  The Debtors
may also employ the court-approved process for resolving the
disputes and settle or dismiss the lawsuits even while the stay
is in effect, according to the October 20 order issued by the
Court.

The stay may be lifted if the Debtors or any other authorized
party is able to convince the Court that there is "good cause" to
prosecute the lawsuits.  The Court may also lift the stay for
good cause shown upon an application by the defendants, according
to the order.

The Court overruled the objections of U.S. Bank N.A. and several
other firms, which the Debtors previously criticized for making
"unsubstantiated accusations" in their objections.

U.S. Bank opposed the imposition of the stay out of concern that
it would further delay the bank's distribution to debt holders of
assets, which are being claimed by the Debtors to be properties
of their estates.

The other firms, meanwhile, complained that staying the lawsuits
is not justified and could affect the rights of other parties to
the lawsuits, among other reasons.

The firms include Interface Cable Assemblies and Services Corp.,
BNP Paribas, Canadian Imperial Bank of Commerce, Deutsche Bank
Trust Company Americas, Deutsche Bank National Trust Company, The
Nebraska Investment Finance Authority, Natixis Financial Products
LLC, and the Loreley Financing companies.

The Debtors, however, found an ally in the Official Committee of
Unsecured Creditors.  The Creditors' Committee earlier expressed
its support for the immediate stay of the lawsuits, saying it
would help "preserve estate resources" and "streamline the
efficient management and resolution" of the lawsuits.

                       About Lehman Brothers

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

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

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

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

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

                 International Operations Collapse

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

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

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


LEHMAN BROTHERS: Hearing on LB Somerset Exclusivity on Nov. 17
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has adjourned to November 17, 2010, the hearing on the proposed
extension of deadline for the filing of and solicitation of votes
for LB Somerset LLC's and LB Preferred Somerset LLC's
restructuring plans.

LB Somerset, LB Preferred and another Lehman unit, Merit LLC,
filed for bankruptcy protection a year after Lehman Brothers
Holdings Inc. and its other affiliates filed their bankruptcy
cases.

Earlier, Merit got approval to file its restructuring plan until
February 15, 2011, and solicit votes from creditors until
April 15, 2011.  Court approval of LB Somerset and LB Preferred's
motion was delayed after their creditors, Somerset Associates LLC
and Somerset Properties SPE LLC, filed an objection anew to the
motion.

The Somerset entities argued that any restructuring plan proposed
by the Lehman units cannot be confirmed without their vote,
pointing out that Somerset Associates' claim alone represents
about 50.1% and 43.6% of the total claims filed against each of
the Lehman unit.  They also argued that the claim is greater than
one-third of the total claims in the sole class of impaired
creditors, giving Somerset Associates a blocking vote to prevent
confirmation of the restructuring plan.

Under U.S. bankruptcy laws, at least one class of impaired claims
must accept the plan in order for it to be confirmed, and that
the plan is accepted if creditors holding at least two-thirds in
amount and more than one-half in number of allowed claims of that
class have voted in favor of the plan.

                       About Lehman Brothers

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

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

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

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

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

                 International Operations Collapse

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

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

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


LEHMAN BROTHERS: Judge Peck Says He Never Approve Sale Details
--------------------------------------------------------------
Judge James Peck of the U.S. Bankruptcy Court for the Southern
District of New York said he never approved the final details of
the sale of Lehman Brothers Holdings Inc.'s assets to Barclays in
September 2008.

The judge, during the October 21 hearing, interrupted Barclays'
counsel, David Boies, Esq., at Boies, Schiller & Flexner LLP, in
New York, during his closing argument and said he never approved
"the clarification letter" allocating extra assets to Barclays,
Linda Sandler of Bloomberg News reported.

Mr. Boies was saying Judge Peck had no legal basis for reopening
his own sale order because all details of the deal were known at
that time, including the so-called clarification letter, the
report said.

"No hearings took place in this court to approve the
clarification letter," Bloomberg quoted Judge Peck as saying.
The judge, however, did not expound what effect his statement
would have on the details of the brokerage sale, the report
added.

Chip Bowles, a bankruptcy lawyer at Greenebaum Doll & McDonald
PLLC in Louisville, Kentucky, told Bloomberg that Judge Peck may
require Barclays to return to Lehman any assets that were
included in the deal as part of the clarification letter because
the letter wasn't approved by the court.  Barclays also may lose
its bid to get additional assets, he said.

Judge Peck may make a final ruling in the issue in January or
February next year, according to Bloomberg, citing lawyers in the
case.

           Experts Say Lehman Case Could Change Law

Lehman Brothers' Chapter 11 case may set some new legal
precedents as the law debates its 2008 sale to Barclays according
to a report by Bankruptcy Home, citing analysts.

According to analysts, the Bankruptcy Court's ruling on LBHI's
request which is expected to come early next year could end an
aspect of the law, which states that companies can withhold from
the court the details of a so-called "363 deal," the label given
to final bankruptcy sales.

Michael Torkin, a partner at Shearman & Sterling, said that a
ruling against Barclays "could create a precedent that would put
an air of uncertainty around the efficacy of the 363 sale
process," Bankruptcy Home reported.

The Bankruptcy Court's ruling, however, would be welcome news for
LBHI's creditors who hold an estimated $250 billion worth of
claims, the report said.

                       About Lehman Brothers

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

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

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

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

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

                 International Operations Collapse

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

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

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


LEHMAN BROTHERS: More Than $1 Bil. Paid to Bankr. Professionals
---------------------------------------------------------------
Lehman Brothers Holdings Inc. disclosed these cash receipts and
disbursements of the company, its affiliated debtors and other
controlled entities for the month ended September 30, 2010:

Beginning Cash & Investments (9/1/10)   $19,816,000,000
Total Sources of Cash                     1,035,000,000
Total Uses of Cash                         (590,000,000)
FX Fluctuation                              (17,000,000)
                                         ---------------
Ending Cash & Investments (9/30/10)     $20,278,000,000

LBHI reported $2.369 billion in cash and investments as of
September 1, 2010 and $2.509 billion as of September 30, 2010.

The monthly operating report also showed that from September 15,
2008 to September 30, 2010, a total of $1,013,116,000 was paid to
professionals that were retained in the Debtors' Chapter 11
cases.  Of the amount, $356.396 million was paid to the Debtors'
turnaround manager, Alvarez & Marsal LLC, while $237.038 million
was paid to their bankruptcy counsel, Weil Gotshal & Manges LLP.

A full-text copy of the September 2010 Operating Report is
available for free at:

           http://bankrupt.com/misc/LehmanMORSept2010.pdf

                       About Lehman Brothers

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

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

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

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

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

                 International Operations Collapse

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

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

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


LEHMAN BROTHERS: Proposes De Novo as Attorneys Provider
-------------------------------------------------------
Pursuant to Sections 327(e) and 328(a) of the Bankruptcy Code,
Lehman Brothers Holdings Inc. and its units seek the Court's
authority to employ De Novo Legal, LLC, as provider of attorneys
and other legal professionals.  Specifically, the Debtors propose
to utilize Contract Attorneys to perform certain due diligence
tasks in connection with certain potential and pending litigation
in accordance with the terms and conditions set forth in the
agreement entered into between the Debtors and De Novo, dated
September 16, 2010.

According to the Debtors, De Novo will provide them with Contract
Attorneys on a temporary basis to perform certain document review
tasks with respect to certain potential and pending litigation,
including but not limited to relevant investigations and other
litigation related services.

The Debtors believe that the employment of the Contract Attorneys
through De Novo will enable them to avoid the unnecessary expense
of employing an outside firm or additional in-house attorneys to
provide those services.

The Debtors propose to pay De Novo personnel and the Contract
Attorneys at $45 per hour.  The Debtors agree to reimburse De
Novo for all incidental expenses, pre-authorized by them in
writing.

Moreover, the Debtors will pay all applicable sales, use, excise,
and other taxes levied as a result of the services provided by De
Novo exclusive of corporate business and franchise taxes, taxes
based on supplier's income or gross receipts, withholding taxes
and personnel-related taxes.

In light of De Novo's Proposed Compensation, the Debtors ask the
Court to approve the Proposed Compensation without requiring De
Novo to file fee applications or fee statements with the Court
pursuant to Sections 330 and 331 of the Bankruptcy Code.

Tracy Hope Davis, the Acting U.S. Trustee for Region 2, informs
the Court that she does not object to the Debtors retaining De
Novo as Contract Attorneys provider.

The Debtors, however, withdrew the Application.

                       About Lehman Brothers

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

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

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

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

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

                 International Operations Collapse

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

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

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


LEHMAN BROTHERS: SCC Deal Contingent on Calif. Court Approval
-------------------------------------------------------------
Lehman Brothers Holdings Inc. clarified that the completion of
its settlement deal with the Chapter 11 trustee of SCC
Acquisitions Inc.'s subsidiaries is contingent upon its approval
by the in the United States Bankruptcy Court for the Central
District of California.

LBHI made the clarification after SCC complained that the SCC
trustee cannot settle the claims of its subsidiaries that filed
involuntary petition for Chapter 11 protection without the
California Bankruptcy Court's approval.

The California Bankruptcy Court oversees the Chapter 11 cases of
SCC's subsidiaries.

LBHI hammered out the settlement agreement with the trustee to
allow Lehman Commercial Paper Inc. and three other units to
recover more than $1.1 billion claim against the subsidiaries of
SCC.

The $1.1 billion claim stemmed from the $2 billion loan that
LCPI, Lehman ALI Inc., OVC Holdings LLC and Northlake Holdings
LLC provided to SCC's subsidiaries to fund the acquisition of
real estate developments in California.  The loan is secured by
deeds of trust on the real estate developments.

LBHI's lawyer, Alfredo Perez, Esq., at Weil Gotshal & Manges LLP,
in Houston, Texas, said the settlement cannot also be effectuated
unless the joint restructuring plan of SCC's subsidiaries is
confirmed by the California Bankruptcy Court.

"Given that the settlement is to be reflected and effectuated in
the joint plan, it is self-evident and undisputed by the Debtors
that the joint plan must by confirmed by the California
Bankruptcy Court," the lawyer said.

Mr. Perez said that they have already inserted additional
language in the proposed order on the settlement, stating that no
provision in the order is intended "to reduce the jurisdiction of
or predetermine any concurrent jurisdiction" otherwise vested in
the California Bankruptcy Court in the SCC chapter 11 cases of
the SCC entities.

The settlement deal is supported by the Official Committee of
Unsecured Creditors.

The U.S. Bankruptcy Court for the Southern District of New York
issued an order on October 20, 2010, approving the settlement
deal.

                       About Lehman Brothers

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

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

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

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

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

                 International Operations Collapse

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

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

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


LEHMAN BROTHERS: Wins Approval of Settlement of Ambac's Claims
--------------------------------------------------------------
Judge James Peck of the U.S. Bankruptcy Court for the Southern
District of New York gave Lehman Brothers Holdings Inc. a go-
signal to execute a settlement agreement with Ambac Assurance
Corp. and its subsidiaries.

The deal allows LBHI and its affiliated debtors to eliminate more
than $6.1 billion claim asserted against them by Ambac, Ambac
Credit Products LLC and Ambac Financial Services LLC.

They also agreed under the deal to release each other from any
liability stemming from their derivatives transactions.

The settlement addresses in particular the disputes related to
financial guarantee insurance policies that Ambac issued to
Lehman Brothers Special Financing Inc., one of the debtor
affiliates, as credit support provider to Ambac Credit and Ambac
Financial under three separate derivatives transactions.

The insured derivatives transactions form the basis for the Ambac
entities' $6.1 billion claim.

                       About Lehman Brothers

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

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

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

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

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

                 International Operations Collapse

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

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

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


LEHMAN BROTHERS: Wins Nod of Deal to Recover $445MM From Societe
----------------------------------------------------------------
U.S. Bankruptcy Judge James Peck has approved a settlement
agreement that would allow Lehman Brothers Special Financing Inc.
to recover as much as $445 million.

LBSF hammered out the deal with Societe Generale New York and
Lehman Brothers Holdings Inc. in connection with the credit
default swap agreements with Libra CDO Limited and MKP Vela CBO
Ltd.

Under the deal, LBSF could recover as much as $445 million and
pursue the remaining assets in Libra and MKP Vela to recover an
additional $72 million.  LBSF could also ask the trustee of Libra
CDO to return about $128 million, which the company posted as
collateral prior to Libra CDO's bankruptcy filing.

Judge Peck also gave LBSF the go-signal to assign and sell its
rights and interests in the swap agreements to Societe Generale,
and to pay the amount owing under the swap agreements.  The
bankruptcy judge also overruled objections to the settlement
deal.

Earlier, Bank of America N.A. expressed concern that the approval
of the deal might affect the validity of the early termination of
Libra CDO's swap agreement with LBSF.

Bank of America, which serves as trustee of Libra CDO, terminated
the swap agreement after LBSF filed for bankruptcy protection,
prompting the latter to file a lawsuit against the bank to
invalidate the agreement's early termination.

Another bank, The Bank of New York Mellon Trust Company N.A.,
also opposed the deal, saying it might limit its rights as well
as the rights of holders of notes issued by MKP Vela that are not
involved in the deal.

LBSF's lawyers, however, assured that the rights of those parties
that are not involved in the settlement will not be affected and
that some terms of the settlement had been revised to ensure that
the deal will not prejudice the rights of those parties.  They
further said that the validity of the termination will be decided
by the Court in LBSF's case against Bank of America and in the
lawsuit it may file to challenge the termination of its swap
agreement with MKP Vela.

The Official Committee of Unsecured Creditors expressed support
for the approval of the settlement, saying the deal "maximizes
immediate delivery of substantial value to the estates" and
"substantially reduces risk and costs associated with litigating
with Societe Generale."

                       About Lehman Brothers

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

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

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

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

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

                 International Operations Collapse

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

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

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


LOEHMANN'S CAPITAL: Says Holders of 92.4% of Bonds Support Swap
---------------------------------------------------------------
Loehmann's Capital Corp. on Thursday 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 has received valid tenders representing
57.5% in aggregate outstanding principal amount of the old notes.

Loehmann's extended the expiration date of the exchange offer
until 5:00 p.m., New York City Time, on October 28, 2010.

Loehmann's also said a holder of approximately 34.9% of the
aggregate outstanding principal amount of the old notes has agreed
that it will tender such old notes prior to the new expiration
date, which means that Loehmann's will receive valid tenders
representing at least 92.4% in aggregate outstanding principal
amount of the old notes prior to the new expiration date.

Loehmann's did not identify that bondholder.

Eligible holders who validly tender their old notes at or prior to
the new expiration date, and do not validly withdraw their tenders
will receive, for each $1,000 principal amount of old notes
tendered, $1,000 principal amount of new notes.  Subject to the
satisfaction or waiver of the conditions to the exchange offer
which require (unless waived) valid and unrevoked tenders
representing at least 97% in aggregate principal amount of the old
notes, Loehmann's will consummate the exchange for any old notes
tendered at or prior to the new expiration date on October 28,
2010.

Subject to applicable law, Loehmann's 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, 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.


LESLIE CONTROLS: Court Confirms Reorganization Plan
---------------------------------------------------
CIRCOR International, Inc., disclosed that the U.S. Bankruptcy
Court for the District of Delaware entered an order on October 28,
2010 approving and confirming the amended pre-negotiated Chapter
11 reorganization plan filed by its wholly owned subsidiary,
Leslie Controls, Inc., on July 12, 2010.

The reorganization plan is intended to permanently resolve
Leslie's asbestos liability through the creation of a trust
pursuant to Section 524(g) of the U.S. Bankruptcy Code.  All
current and future asbestos claims against Leslie would be
channeled to the trust for review and payment, thus providing both
Leslie and CIRCOR with permanent court protection from such
claims.

Leslie is currently awaiting review and approval of the 524(g)
trust aspects of the reorganization plan by the U.S. District
Court for the District of Delaware.  Upon entry of such a District
Court order and absent a stay pending appeal, Leslie and CIRCOR
would fund the trust once various closing conditions are satisfied
and the plan becomes effective.  Leslie's final emergence from
bankruptcy and distributions from the trust to claimants would not
occur until any appeals from the District Court's order are
favorably resolved, although CIRCOR and Leslie believe that any
such appeals would be without merit.

CIRCOR's Chairman, President and Chief Executive Officer Bill
Higgins said, "Receiving bankruptcy court confirmation is a major
step toward Leslie's emergence from Chapter 11.  We commend
Leslie's dedicated team of employees for continuing to conduct
business as usual and maintaining the company's strong
relationships with customers and suppliers during the bankruptcy
process. We are now focused on obtaining district court approval
and the plan becoming effective as soon as possible.  We look
forward to concluding this chapter in Leslie's history and
enabling Leslie to grow and contribute to CIRCOR's profitability
and cash flow going forward."

                 About CIRCOR International

CIRCOR International, Inc. -- http://investors.circor.com/--
designs, manufactures and markets valves and other highly
engineered products and subsystems that control the flow of fluids
safely and efficiently in the aerospace, energy and industrial
markets.  With more than 9,000 customers in over 100 countries,
CIRCOR has a diversified product portfolio with recognized,
market-leading brands.  CIRCOR's culture, built on the CIRCOR
Business System, is defined by the Company's commitment to
attracting, developing and retaining the best talent and pursuing
continuous improvement in all aspects of its business and
operations.  The Company's strategy includes growing organically
by investing in new, differentiated products; adding value to
component products; and increasing the development of mission-
critical subsystems and solutions.  CIRCOR also plans to leverage
its strong balance sheet to acquire strategically complementary
businesses.

                   About Leslie Controls

Based in Tampa, Florida, Leslie Controls manufacturers process
control valves, severe service control valves, on-off valves,
regulators, steam water heaters, actuators and controls.
Leslie is a unit of CIRCOR International, Inc.

Leslie Controls sought Chapter 11 bankruptcy protection (Bankr.
D. Del. Case No. 10-12199) on July 12, 2010.  Marion M. Quirk,
Esq., and Norman L. Pernick, Esq., at Cole, Schotz, Meisel,
Forman & Leonard, assist the Company in its restructuring
effort.  Natalie Ramsey, Esq., at Montgomery, McCracken,
Walker & Rhodes, LLP, represents the Asbestos Claimants
Committee, and Edwin J. Heron, Esq., at Young, Conaway,
Stargatt & Taylor, LLP, represents the Future Claimants'
Representative.  William R. Hanlon, Esq., at Goodwin Procter
LLP advises CIRCOR International, Inc.  The Company estimated
its assets at $10 million to $50 million and its debts at
$50 million to $100 million at that the time of the filing.


LIONS GATE: Icahn Extends Buyout Offer Until November 12
--------------------------------------------------------
Carl C. Icahn on Thursday said the offer by his affiliated
entities to purchase up to all of the outstanding common shares of
Lions Gate Entertainment Corp. for $7.50 per share in cash has
been extended and will now expire at 11:59 p.m., Vancouver time,
on November 12, 2010, unless further extended or withdrawn.

On October 28, 2010, Lions Gate filed a lawsuit in the United
States District Court for the Southern District of New York
against Carl Icahn, Brett Icahn and various other members of the
Icahn Group.  The members of the Icahn Group believe that Lions
Gate's lawsuit and its claims are completely without merit.

The terms and conditions of the tender offer are set forth in an
Offer to Purchase, Letter of Transmittal and other related
materials that have been distributed to holders of Lions Gate's
common shares and were filed with the SEC as exhibits to the Icahn
Group's amended Schedule TO and with the Canadian securities
authorities on SEDAR.  As of the close of business on October 28,
2010, 4,368,772 Lions Gate common shares had been tendered in the
offer.  Shareholders with questions about the tender offer may
call D.F. King & Co., Inc., the Information Agent, toll-free at
800-859-8511 (banks and brokers call 212-269-5550).

                     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.


LIONS GATE: Sues Icahn for Plotting Merger with MGM
---------------------------------------------------
Patricia Hurtado at Bloomberg News reports that Lions Gate
Entertainment Corp. sued billionaire Carl Icahn in federal court
in New York, alleging the financier was "secretly plotting" to
merge the studio with Metro-Goldwyn-Mayer Inc.

In the lawsuit, Vancouver-based Lions Gate alleges that Mr. Icahn
realized by June that Lions Gate was in advanced negotiations with
two unidentified studios.  Aware that the deals might dilute his
stake in Lions Gate, Mr. Icahn "took drastic and improper action,"
the studio said.

According to the report, Lions Gate said Mr. Icahn, 74, the
studio's largest shareholder, undermined any proposed transactions
by making false and misleading statements.  He told the investing
public that such a deal would be a "financial debacle" and issued
press releases vowing to challenge any transaction and sue any
entity that interfered with his tender offer, the studio said.

"Icahn opposed a merger with MGM not because it was bad for Lions
Gate shareholders, but because it was good -- so good, in fact,
that he wanted to postpone it until he could buy as much of both
companies as he could and thus extract for himself as much of the
value stemming from the merger as possible," Lions Gate said in
the complaint, filed October 28 in U.S. District Court in New
York, according to the Bloomberg report.

The case is Lions Gate Entertainment Corp., v. Carl Icahn,
10-CV-8169 (S.D.N.Y.).

                       MGM's Prepackaged Plan

MGM creditors are scheduled to vote October 29 on a plan to turn
management of the Los Angeles-based studio over to Spyglass
Entertainment founders, a plan Mr. Icahn opposes.

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.

                      Icahn Opposes MGM Plan

Carl Icahn has launched a three-headed attack to win over MGM
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.

                    Lions Gate Proposal to MGM

Lions Gate on October 25, 2010, sent a letter to MGM 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'.

                      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 an 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.

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.


MARKWELL MOTOR: Case Summary & 6 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Markwell Motor Club, LLC
        130 N. Garland Ct., #4705
        Chicago, IL 60602

Bankruptcy Case No.: 10-47952

Chapter 11 Petition Date: October 27, 2010

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Jacqueline P. Cox

Debtor's Counsel: Scott R. Clar, Esq.
                  CRANE HEYMAN SIMON WELCH & CLAR
                  135 S Lasalle, Suite 3705
                  Chicago, IL 60603
                  Tel: (312) 641-6777
                  Fax: (312) 641-7114
                  E-mail: sclar@craneheyman.com

Estimated Assets: $0 to $50,000

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

A list of the Company's six largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/ilnb10-47952.pdf

The petition was signed by Samuel J. Roti, member.


MAULDING DEVELOPMENT: Can Hire James Enlow as Bankruptcy Counsel
----------------------------------------------------------------
The Hon. Mary P. Gorman of the U.S. Bankruptcy Court for the
Central District of Illinois authorized Maulding Development, LLC,
to employ James R. Enlow as counsel.

Mr. Enlow will represent the Debtor in the Chapter 11 proceedings.

The Court documents did not disclose Mr. Enlow's compensation for
services to be rendered in the Debtor's Chapter 11 case.

To the best of the Debtor's knowledge, Mr. Enlow is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

                  About Maulding Development, LLC

Springfield, Illinois-based Maulding Development, LLC, filed for
Chapter 11 bankruptcy protection on August 31, 2010 (Bankr. C.D.
Ill. Case No. 10-72715).  James R. Enlow, Esq., who has an office
in Springfield, Illinois, assists the Debtor in its restructuring
effort.  The Debtor estimated its assets and debts at $10 million
to $50 million.


METRO-GOLDWYN-MAYER: Lions Gate Sues Icahn for Plotting Merger
--------------------------------------------------------------
Patricia Hurtado at Bloomberg News reports that Lions Gate
Entertainment Corp. sued billionaire Carl Icahn in federal court
in New York, alleging the financier was "secretly plotting" to
merge the studio with Metro-Goldwyn-Mayer Inc.

In the lawsuit, Vancouver-based Lions Gate alleges that Mr. Icahn
realized by June that Lions Gate was in advanced negotiations with
two unidentified studios.  Aware that the deals might dilute his
stake in Lions Gate, Mr. Icahn "took drastic and improper action,"
the studio said.

According to the report, Lions Gate said Mr. Icahn, 74, the
studio's largest shareholder, undermined any proposed transactions
by making false and misleading statements.  He told the investing
public that such a deal would be a "financial debacle" and issued
press releases vowing to challenge any transaction and sue any
entity that interfered with his tender offer, the studio said.

"Icahn opposed a merger with MGM not because it was bad for Lions
Gate shareholders, but because it was good -- so good, in fact,
that he wanted to postpone it until he could buy as much of both
companies as he could and thus extract for himself as much of the
value stemming from the merger as possible," Lions Gate said in
the complaint, filed October 28 in U.S. District Court in New
York, according to the Bloomberg report.

The case is Lions Gate Entertainment Corp., v. Carl Icahn,
10-CV-8169 (S.D.N.Y.).

                       MGM's Prepackaged Plan

MGM creditors are scheduled to vote October 29 on a plan to turn
management of the Los Angeles-based studio over to Spyglass
Entertainment founders, a plan Mr. Icahn opposes.

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.

                      Icahn Opposes MGM Plan

Carl Icahn has launched a three-headed attack to win over MGM
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.

                    Lions Gate Proposal to MGM

Lions Gate on October 25, 2010, sent a letter to MGM 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'.

                      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 an 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.

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: To Offer $500MM of Sr. Notes in Private Placement
--------------------------------------------------------------
MGM Resorts International proposes to offer $500 million in
aggregate principal amount of senior notes due 2016 in a private
placement.  The Company plans to use the net proceeds from the
offering to repay a portion of the $1.2 billion owed to lenders
under its senior credit facility which have not agreed to extend
their commitments on or before the existing maturity date in
October 2011.

The notes will be general unsecured senior obligations of the
Company, guaranteed by substantially all of the Company's wholly-
owned domestic subsidiaries, which also guarantee the Company's
other senior indebtedness, and equal in right of payment with, or
senior to, all existing or future unsecured indebtedness of the
Company and each guarantor.

                         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.


MGM RESORTS: Boyd Won't Block Party's Bid for MGM's Borgota Stake
-----------------------------------------------------------------
MGM Resorts International received an offer for its 50% economic
interest in the Borgata Hotel Casino & Spa.  The Company notified
Boyd Gaming Corporation, which owns the other 50% interest of the
Borgata, in accordance with the right of first refusal provisions
included in the joint venture agreement.

On October 25, 2010, Boyd announced that it does not intend to
exercise its right of first refusal in connection with such offer.
The Company intends to pursue negotiations with the original
bidder.  The consummation of any such transaction is subject to
negotiation of final documents, due diligence and regulatory
approval.

                         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.


MGM RESORT: Moody's Gives Positive Outlook; Puts 'Caa1' Rating
--------------------------------------------------------------
Moody's changed MGM Resort International's rating outlook to
positive from stable and assigned a Caa1 rating to the company's
new $500 million 10% senior unsecured notes due 2016.  MGM's Caa1
Corporate Family Rating, Caa2 Probability of Default Rating, B1
senior secured rating, Caa1 senior unsecured rating, and Caa3
senior subordinated ratings were affirmed.  MGM's SGL-3
Speculative Grade Liquidity rating remains unchanged.

Rating assigned:

MGM Resorts International

  -- $500 million senior unsecured notes due 2016 at Caa1 (LGD 3,
     48%)

Ratings affirmed and LGD assessments revised where applicable:

MGM Resorts International

  -- Corporate Family Rating at Caa1

  -- Probability of Default Rating at Caa2

  -- Senior secured notes at B1 (LGD 1, 4% from LGD 1, 3%)

  -- Senior unsecured notes at Caa1 (LGD 3, 48% from LGD 3, 42%)

  -- Senior subordinated notes at Caa3 (LGD 5, 87% from LGD 5,
     85%)

  -- Speculative Grade Liquidity at SGL-3

Mandalay Resort Group

  -- Senior unsecured notes at Caa1 (LGD 3, 48% from LGD 3, 42%)

  -- Senior subordinated notes at Caa3 (LGD 5, 87% from LGD 5,
     85%)

                        Ratings Rationale

The outlook revision to positive reflects the favorable impact on
MGM's liquidity following the company's recent $511 million equity
issuance and the new $500 million senior secured bond offering.
As a result of these two transactions, Moody's anticipates that
MGM will now have sufficient revolver capacity to meet its 2011
and 2012 required debt amortizations and guaranty funding
obligations for CityCenter.  The proceeds from these two
transactions and cash on hand will be used to repay approximately
$1.2 billion of the non-extended bank facility that matures in
October 2011.  The remaining portion of the bank facility --
approximately $3.6 billion -- matures in February 2014.

MGM's Caa2 Probability of Default Rating anticipates that credit
metrics will remain weak despite the company's improved near-term
liquidity profile.  Debt/EBITDA is significant at above 11 times
and EBITDA/interest is only slightly above 1 time, and in Moody's
opinion, not likely to improve without further deleveraging
transactions.  A significant portion of MGM's revenue and earnings
comes from casino properties located on the Las Vegas Strip -- a
market that Moody's believes will continue to struggle in the
foreseeable future.

MGM's ratings could be raised if the Las Vegas Strip begins to
show signs of a sustainable recovery and the company is able to
execute transactions that improve its leverage profile and further
relax its debt maturity profile.  A higher rating would also
likely require that MGM and its joint venture partner are able
amend the terms of the $1.8 billion existing financing for
CityCenter such that further sponsor support is not needed.  The
rating outlook could revert back to stable if operating conditions
in Las Vegas deteriorate or MGM is unable to further improve its
liquidity profile.

MGM MIRAGE owns and operates casino and hotel properties
throughout the US.  The company also has a 50% interest in
CityCenter Holdings, LLC, a mixed-use project on the Las Vegas
Strip and a 50% interest in MGM Grand Paradise Macau, a hotel-
casino resort in Macau S.A.R.  MGM generates approximately
$6.0 billion of net revenue annually.


MILLIPORE CORPORATION: Moody's Lifts Rating on Notes From 'Ba2'
---------------------------------------------------------------
Moody's Investors Service has upgraded to Baa2 from Ba2 the rating
of Millipore Corporation's EUR250 million worth of 5.875% senior
notes due in 2016.  The outlook is stable.

                        Ratings Rationale

"The three-notch upgrade of Millipore's notes reflects the
unconditional guarantee provided by Merck KGaA following its
acquisition of Millipore," says Sabine Renner, Moody's lead
analyst for Merck KGaA.

"On 25 October 2010, Merck and Millipore announced that Millipore
has received majority consent from Millipore bond holders to
implement certain amendments to the indenture governing
Millipore's EUR250 million worth of senior notes," Ms Renner
continues.  "In the context of the solicitation, Merck offered an
unconditional guarantee of the due and punctual payment of all
amounts owed by Millipore under the EUR250 million bond.  The
guarantee is an unsecured, unsubordinated obligation of Merck and
ranks at least pari passu with Merck's other unsecured and
unsubordinated obligations.  Moody's has consequently aligned the
rating of Millipore's notes with Merck's Baa2 issuer and senior
unsecured ratings," Ms Renner adds.

Upgrades:

Issuer: Millipore Corporation

  -- Senior Unsecured Regular Bond/Debenture, Upgraded to Baa2
     from Ba2

Outlook Actions:

Issuer: Millipore Corporation

  -- Outlook, Changed To Stable From Rating Under Review

Withdrawals:

Issuer: Millipore Corporation

  -- Senior Unsecured Regular Bond/Debenture, Withdrawn,
     previously rated LGD5, 72%

Moody's last rating action on Merck was implemented on July 16,
2010, when the company's ratings were downgraded to Baa2 following
the closing of the Millipore acquisition.

Prior to that, Moody's last rating action on Millipore was
implemented on March 2, 2010, when Moody's placed Millipore's
rating on review for possible upgrade following the announcement
of the potential acquisition by Merck.

Millipore Corporation, headquartered in Billerica, Massachusetts,
is a leading bioprocess and bioscience products and services
company.  The Bioprocess division offers solutions that optimise
the development and manufacture of biologics.  The Bioscience
division provides high-performance products and application
insights that improve laboratory productivity.  For fiscal year
2009, Millipore had revenues of almost US$1.7 billion.

Based in Darmstadt, Germany, Merck KGaA is a diversified group
with worldwide operations in pharmaceuticals (including original
drugs and healthcare products) and in the specialty value-added
chemicals markets.  The company also holds a worldwide leadership
position in liquid crystal production.  Merck recorded revenues of
EUR7.7 billion in 2009.


MOMENTIVE PERFORMANCE: Gets $151MM Revolver from Existing Lenders
-----------------------------------------------------------------
Momentive Performance USA Materials Inc. and Momentive Performance
Materials GmbH, subsidiaries of Momentive Performance Materials
Inc., obtained on October 23, 2010, $151.5 million of commitments
from certain existing revolving facility lenders and certain other
financial institutions to provide a new and extended revolving
facility under the Company's senior secured credit facilities.

The commitments for the new revolving facility are subject to
customary conditions and will take effect on the following date ,
as applicable:

     1) in the case of a new lender commitment party, at the
        Company's option, on or no more than five business days
        prior to December 3, 2012, or

     2) in the case of an existing lender commitment party, the
        earlier of:

        A) the existing revolver maturity date or

        B) in the event the Company obtains an amendment to its
           senior secured credit facility that extends the
           revolver maturity date, the date on which such
           amendment becomes effective.

The commitments for the new revolving facility will mature on
December 3, 2014.  In the event more than $500 million in term
loans mature prior to 91 days after the extended revolver maturity
date, the revolver loans outstanding under the new revolving
facility must be repaid in full at least 91 days prior to such
maturity date of such term loans and revolver loans may not be
drawn thereunder until such term loans are repaid and/or their
maturity date extended to a date not earlier than 91 days after
the extended revolver maturity date.

The new revolving facility, which cannot be drawn until the
commitment effective date, will bear interest at a rate of LIBOR
plus 4.75%.  The Company intends to seek additional commitments
from existing lenders and other financial institutions in order to
obtain commitments to extend the full $300 million under the
existing revolving credit facility.  There can be no assurance
that the Company will be able to obtain such commitments on terms
that are acceptable or at all.  The terms and conditions of the
Company's existing revolving credit facility remain in full force
and effect and have not been altered by these new commitments.

                    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.

Standard & Poor's Ratings Services said that it raised its
corporate credit rating on Momentive Performance Materials Inc. to
'B-' from 'CCC+'.  In addition, S&P raised its second lien, senior
unsecured, and subordinated debt ratings by one notch to 'CCC'
(two notches below the corporate credit rating) from 'CCC-'.  The
recovery ratings on these classes of debt remain unchanged at '6',
indicating S&P's expectation of negligible (0%-10%) recovery in
the event of a payment default.

Moody's Investors Service assigned a Caa1 rating to the guaranteed
senior unsecured notes due 2020 of Momentive Performance Materials
Inc.  Proceeds from the notes will be used to fund the repayment
of roughly $1.2 billion of guaranteed senior unsecured notes due
2014 under the tender offer announced last week.  The new notes
contain a springing lien and would obtain a second lien on
existing collateral if and when the existing $200 million second
lien notes are repaid.  The outlook is stable.


MORAN LAKE: Reorganization Case Converted to Chapter 7 Liquidation
------------------------------------------------------------------
The Hon. Mary Grace Diehl of the U.S. Bankruptcy Court for the
Northern District of Georgia converted the Chapter 11 case of
Moran Lake Convalescent Center, LLC, to one under Chapter 7 of the
Bankruptcy Code.

The Debtor is also directed to, among other things:

   a) cooperate with the Chapter 7 Trustee and turn over to the
      Trustee all records and property of the estate in the
      possession and control of the Debtor as directed by the
      Trustee;

   b) file all outstanding Monthly Operating Reports which
      were not filed during the pendency of the superseded
      Chapter 11 case and Operating Guidelines of the United
      States Trustee - the reports will provide information on all
      unpaid debts incurred since the commencement of the
      superseded Chapter 11 case; and

   c) file a final report and account.

             About Moran Lake Convalescent Center, LLC

Rome, Georgia-based Moran Lake Convalescent Center, LLC, filed for
Chapter 11 bankruptcy protection on August 31, 2010 (Bankr. N.D.
Ga. Case No. 10-43405).  George D. Houser, Esq., in Sandy Springs,
Georgia, assisted the Debtor in its restructuring effort.  The
Debtor disclosed $12 million in assets and $6 million in
liabilities as of the Petition Date.


MPHASE TECHNOLOGIES: Has Forbearance Deal with John Fife
--------------------------------------------------------
mPhase Technologies, Inc., on March 3, 2010, received $495,000 of
funding from John Fife under the terms of a Convertible Note.  On
October 22, 2010, the Company entered into a Forbearance Agreement
with John Fife in which the lender agreed not to convert any
additional amounts under the terms of the $550,000 convertible
note until January 15, 2011, in exchange for increasing the
original principal amount of the Convertible Note and two
subsequent notes to be issued by 10%.  As of October 22, the
lender has converted $165,000 of the outstanding balance of the
Note.

mPhase is a development-stage company specializing in developing
"smart surfaces" using materials science engineering,
nanotechnology science and the principles of microfluidics and
microelectromechanical systems.  The Company develops products for
both commercial and military applications.


MREF III: Has Disputes with Lender on $16.6MM of Mortgage Debt
--------------------------------------------------------------
Indianapolis Business Journal reports that MREF III Property
II LLC, an entity owned by Denise Vaknin and managed by Abraham
Vaknin, filed for Chapter 11 bankruptcy protection in the
U.S. Bankruptcy Court in Indianapolis as it disputes about
$16.6 million of mortgage debt with lender U.S. Bank, a division
of Minneapolis-based U.S. Bancorp.

The Journal relates that the Company is in the process of
appraising the real estate and estimates its value at between
$8 million and $13 million.

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.  MREF III is the owner of the 518-unit
Crestwood Apartments in Indianapolis.


NAVISTAR INT'L: CEO Ustian to Present at Automotive Symposium
-------------------------------------------------------------
Navistar International Corporation said that Daniel C. Ustian,
Chairman, President and Chief Executive Officer, will discuss
business opportunities and other matters related to the Company
during the 34th Annual Gabelli & Company Automotive Aftermarket
Symposium in Las Vegas on November 1, 2010, at 2:45 p.m.

Navistar International Corporation (NYSE: NAV) --
http://www.Navistar.com/-- is a holding company whose
subsidiaries and affiliates subsidiaries produce International(R)
brand commercial and military trucks, MaxxForce(R) brand diesel
engines, IC Bus(TM) brand school and commercial buses, Monaco RV
brands of recreational vehicles, and Workhorse(R) brand chassis
for motor homes and step vans.  It also is a private-label
designer and manufacturer of diesel engines for the pickup truck,
van and SUV markets.  The company also provides truck and diesel
engine parts and service.  Another affiliate offers financing
services.

At April 30, 2010, the Company had $8.94 billion in total assets,
$10.14 billion in total liabilities, and a stockholders' deficit
of $1.21 billion.

According to the Troubled Company Reporter on Oct. 8, 2010,
Standard & Poor's Ratings Services assigned its 'BB-' issue-level
rating and '4' recovery rating on Navistar International Corp.'s
proposed $225 million recovery zone facility revenue bonds.  The
'4' recovery rating indicates S&P's expectation that lenders would
receive average (30% to 50%) recovery in the event of a payment
default.

Moody's Investors Service changed the outlook of Navistar
International Corporation to Positive from Stable and assigned a
B1 rating to the company's $225 million issuance of tax-exempt
Recovery Zone Facility bonds.  Moody's also affirmed Navistar's B1
Corporate Family Rating and Probability of Default Rating, the B1
rating of the company's $1 billion in 8.25% senior unsecured notes
due 2021, and its SGL-2 speculative grade liquidity rating.


NCL CORPORATION: S&P Gives Positive Outlook; Affirms 'B' Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook for
Miami, Fla.-based NCL Corporation Ltd. to positive from stable.
S&P affirmed all ratings on the company, including the 'B'
corporate credit rating.

"The outlook revision to positive reflects S&P's belief that NCL
could drive a meaningful improvement in credit measures in 2011,
based on its expectation of a mid-single-digit increase in net
yields next year, coupled with the use of proceeds from the
proposed IPO to pay down debt," said Standard & Poor's credit
analyst Emile Courtney.

Debt repayment from the IPO proceeds, if completed, would result
in pro forma leverage decreasing by about 0.5x, driving
improvement in credit measures sooner than anticipated.  The
expected improvement in leverage should also provide some cushion
to absorb the debt associated with the newly announced ship
deliveries in 2013 and 2014.  On Oct. 25, NCL announced it has
reached an agreement with MEYER WERFT GMBH to build two
approximately 4,000 berth ships for an aggregate contract price of
?1.2 billion, and that the company has committed export credit
financing in place.

The 'B' rating reflects NCL's currently elevated debt leverage due
to high levels of debt-financed capital spending.  NCL's fair
business position as the third-largest cruise company serving the
North American market (behind CarnivalPLC and Royal Caribbean
Cruises Ltd.) on partially tempers the aforementioned risks.
Other risk-mitigating factors include an increase in EBITDA margin
over the past 18 months (during a period of significant economic
challenges in the cruise industry and in the leisure space
broadly) and the expectation that the addition of the company's
newest ship, Norwegian Epic, will add significant cash flow to NCL
in 2010 and 2011.


NEIL MCEACHERN: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Joint Debtors: Neil Scott McEachern
               Elizabeth Sumpaico Rivera
               3832-10 Baymeadows Road, Number 327
               Jacksonville, FL 32217

Bankruptcy Case No.: 10-09365

Chapter 11 Petition Date: October 26, 2010

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

Debtors' Counsel: Jason A. Burgess, Esq.
                  THE LAW OFFICES OF JASON A. BURGESS, LLC
                  2350 Park Street
                  Jacksonville, FL 32204
                  Tel: (904) 521-9868
                  E-mail: jason@jasonaburgess.com

Scheduled Assets: $2,611,711

Scheduled Debts: $3,600,554

A list of the Joint Debtors' 20 largest unsecured creditors filed
together with the petition is
available for free at:
http://bankrupt.com/misc/flmb10-09365.pdf


NETFLIX INC: Moody's Gives Positive Outlook; Keeps 'Ba2' Rating
---------------------------------------------------------------
Moody's Investors Service changed Netflix Inc.'s (Ba2 Corporate
Family Rating) rating outlook to positive from stable.  The rating
outlook change is prompted by the company's continued strong
subscriber growth and continued acquisition of streaming content,
seasoning and transitioning well its transition from a physical
video distribution business into an online streaming company.
Netflix's success in taking advantage of scaling opportunities and
surpassing growth expectations puts some upward pressure on its
rating over the next twelve to eighteen months.  Netflix's Ba2
Corporate Family Rating, Ba1 Probability of Default Rating and
SGL-1 speculative grade liquidity rating remain the unchanged.

While the company continues to demonstrate investment grade-like
credit metrics, the upward potential of its rating is constrained
by the risk of competitors entering the streaming market or that
the content distribution model changes.  However, continuing its
subscriber growth trends while diversifying through international
investment and continuing acquisitions of important streaming
content, all the while maintaining leverage under 2x, may result
in a rating upgrade to Ba1 in twelve to eighteen months.

Outlook Actions:

Issuer: Netflix, Inc.

  -- Outlook, Changed To Positive from Stable

LGD Updates:

Issuer: Netflix, Inc.

  -- Senior Unsecured Notes, Updated to Ba2 (LGD 5, 75%) from Ba2
     (LGD 5, 74%)

The last rating action was on October 29, 2009, when Moody's
assigned Netflix a Ba2 CFR.

Netflix's Ba2 Corporate Family Rating primarily reflects the
company's position as the largest online movie rental subscription
service in the U.S., very low debt-to-EBITDA leverage of 1.0x for
the trailing twelve months ended September 30, 2010 and Moody's
expectation that leverage will be sustained at very moderate
levels going forward.  The rating also benefits from Netflix's
significant level of cash and short-term investments
(approximately $257 million as of September 30, 2010), strong
subscriber growth, positive yet modest free cash flow generation,
meaningful scale and hybrid physical and digital service offering.
The rating further incorporates Moody's expectation that the major
motion picture studios will strive to preserve the DVD business
for as long as they can over the intermediate term.  Adoption and
migration of consumers to new forms of distribution such as
streaming are clearly evidenced by the growing number of Netflix
subscribers streaming content from its website, however, Moody's
continues to believe that studios remain stubbornly slow about
signing streaming deals in the DVD window with Netflix for their
film slates.

However, the CFR also reflects the risks associated with the
company's relatively young history, business concentration, low
barriers to entry and the potential for disintermediation from
competitors in the distribution of content.  The rating is also
impacted by the company's predisposition for share repurchases,
relatively low EBITDA margins compared to traditional media, and
significant subscriber churn.

The company's SGL-1 speculative grade liquidity rating reflects
Moody's expectation that a solid liquidity profile will be
maintained over the next twelve months.

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

Netflix, Inc., with its headquarters in Los Gatos, California, is
the largest online movie rental subscription service in the United
States with annual revenues of approximately $2.0 billion.


NORTEL NETWORKS: Gets Feb. 28 Extension of Stay Period Under CCAA
-----------------------------------------------------------------
Nortel Networks Corporation disclosed that it, its principal
operating subsidiary Nortel Networks Limited and its other
Canadian subsidiaries that filed for creditor protection under the
Companies' Creditors Arrangement Act  have obtained an order from
the Ontario Superior Court of Justice  further extending, to
February 28, 2011, the stay of proceedings that was previously
granted by the Canadian Court.  The purpose of the stay of
proceedings is to provide stability to the Nortel companies to
continue with their divestiture and other restructuring efforts
and to continue to work toward the development of a plan of
compromise or arrangement under CCAA.

                             About Nortel

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.


OLD SECOND BANCORP: Reports Improved Results of Operations for Q3
-----------------------------------------------------------------
Old Second Bancorp, Inc., on Tuesday reported improved results of
operations for the third quarter ended September 30, 2010, as
compared to the second quarter results.  Net loss for the third
quarter of 2010 was a loss of $88,000 with a net loss available to
common shareholders of $1.2 million.  On a linked quarter basis,
the net loss available to the common stockholders for the second
quarter of 2010 was $24.5 million.  This result also compares with
net income of $1.5 million and net income available to common
shareholders of $351,000 in the third quarter of 2009.  The net
loss available to common stockholders was $35.4 million in the
nine months ended September 30, 2010, and a loss of $59.1 million
in the first nine months of 2009.

As of September 30, 2010, the Holding Company had $2.297 billion
in total assets, $2.136 billion in total liabilities, and
$161.569 million in stockholders' equity.

A full-text copy of the Company's earnings release is available at
no charge at http://ResearchArchives.com/t/s?6d16

On August 31, 2010, Old Second Bancorp elected to defer regularly
scheduled interest payments on $58.4 million of junior
subordinated debentures related to the trust preferred securities
issued by its two statutory trust subsidiaries, Old Second Capital
Trust I (NasdaqGS: OSBCP) and Old Second Capital Trust II.
Because of the deferral on the Subordinated Debentures, the Trusts
will defer regularly scheduled dividends on the Trust Preferred
Securities.

The Company also announced its intention to suspend quarterly cash
dividends on its outstanding Fixed Rate Cumulative Perpetual
Preferred Stock, Series B issued to the U.S. Department of the
Treasury in connection with the Company's participation in the
TARP Capital Purchase Program as well as on its outstanding common
stock.  The Company's board of directors has made this
determination in consultation with the Federal Reserve.

The Bank has agreed with the Office of the Comptroller of the
Currency to maintain its regulatory capital ratios at levels in
excess of the general minimums required to be considered "well
capitalized" under applicable OCC regulations.

At September 30, 2010, the Company continued to be out of
compliance with two of the financial covenants contained within
its $45.5 million credit facility with LaSalle Bank National
Association, now Bank of America.

Based in Aurora, Illinois, Old Second Bancorp, Inc. (Nasdaq: OSBC)
is the parent company of Old Second National Bank.


OTC HOLDINGS: Junior Lenders Oppose Disclosure Statement
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that second-lien lenders of Oriental Trading Co. object to
the approval of the Debtors' disclosure statement.  A hearing will
be held Nov. 1 to consider Court approval of the disclosure
statement.

The proposed plan offers new stock plus cash or a new $200 million
second-lien note to senior lenders owed $403 million.  Second lien
lenders would receive warrants for 2.5% of the stock with a strike
price based on an enterprise value of $427.5 million.  Unsecured
creditors with $6.8 million in claims would receive $1.1 million
from first-lien lenders, pursuant to a settlement with the
creditors committee.

According to Mr. Rochelle, the agent for the junior lenders, owed
about $185 million, says the disclosure statement has "woefully
inadequate information" about the value of the business and the
distributions earmarked for various creditor groups.  The
disclosure statement contains no estimate for the percentage
recovery by senior or junior lenders.  He adds the juniors' agent
also faults the disclosure document for containing no
justification for substantive consolidation and for giving
releases to third parties, such as officers and directors.

                        About OTC Holdings

Omaha, Nebraska-based OTC Holdings Corporation filed for
Chapter 11 protection on August 25, 2010 (Bankr. D. Del. Case No.
10-12636).  Affiliates OTC Investors Corporation (Bankr. D. Del.
Case No. 10-12637), Oriental Trading Company, Inc. (Bankr. D. Del.
Case No. 10-12638), Fun Express, Inc. (Bankr. D. Del. Case No.
10-12639), and Oriental Trading Marketing, Inc. (Bankr. D. Del.
Case No. 10-12640), filed separate Chapter 11 petitions on
August 25, 2010.  The Debtors disclosed $463 million in total
assets and $757 million in total liabilities as of the Petition
Date.

Richard Hahn, Esq., My Chi To, Esq., Jae-Sun Chung, Esq., Huyue
Angela Zhang, Esq., and Jessica Katz, Esq., at Debevoise &
Plimpton LLP, assist the Debtors in their restructuring efforts.
Joel A. Waite, Esq., and Kenneth J. Enos, Esq., at Young, Conaway,
Stargatt & Taylor, serve as the Debtors' local counsel.  Jefferies
& Company, Inc., is the Debtors' financial advisor.  Protiviti,
Inc., is the Debtors' restructuring consultant.  Kurtzman Carson
Consultants LLC is the Debtors' claims agent.

The Official Committee of Unsecured Creditors' Delaware counsel is
Ashby & Geddes, P.A.


PERPETUA-BURR OAK: Judge Gives More Time to Craft Plan
------------------------------------------------------
Judge Pamela S. Hollis of the U.S. Bankruptcy Court in Chicago
entered an order extending Perpetua Inc. and its affiliates'
exclusive period to craft a creditor-repayment plan until
November 30, 2010 and the exclusive period to solicit acceptances
of the plan until Jan. 31, 2011, Dow Jones' DBR Small Cap reports.
The report relates that the judge issued the decision after
Perpetua said surveys of its Illinois cemetery, which was the site
of a grave-desecration scandal, needed to be finished before the
plan could be completed.

                     About Perpetua-Burr Oak

Perpetua Inc. and its affiliates own Burr Oak, an Alsip, Ill.,
cemetery that serves as the resting place of several prominent
African-Americans, including former world heavyweight champion
Ezzard Charles and jazz singer Dinah Washington.

Perpetua-Burr Oak Holdings of Illinois, L.L.C. dba Burr Oak, LLC,
filed for Chapter 11 protection on Sept. 14, 2009 (Bankr. N.D.
Ill. Case No. 09-34022).  Its affiliates also filed separate
Chapter 11 petitions in Chicago -- Perpetua Holdings of Illinois,
Inc. (Case No. 09-34030) and Perpetua, Inc. (Case No. 09-34033).
Robert M. Fishman, Esq. and Brian L. Shaw, Esq., at Shaw Gussis
Fishman Glantz Wolfson & Tow, serve as counsel to the Debtors.

Perpetua-Burr Oak estimated assets and debts of $1 million to $10
million in its Chapter 11 petition.


PETTERS GROUP: Owner Facing 201 Lawsuits; $17-Bil. in Total Sought
------------------------------------------------------------------
David Phelps at Star Tribune reports that there are now 201
lawsuits seeking upward of $17 billion from people who invested
with jailed former Wayzata businessman Tom Petters.  Objects of
the suits include:

     i) investors in the $3.65 billion Ponzi scheme orchestrated
        by Mr. Petters for more than a decade,

    ii) employees who worked for such enterprises as Petters Group
        Worldwide,

   iii) Sun Country Airlines and Polaroid, and

    iv) nonprofits that were the recipients of Mr. Petters'
        purported philanthropic largesse.

Star Tribune relates that bankruptcy trustee Doug Kelley has filed
lawsuits seeking repayments from individuals and organizations
that he alleges profited from the Petters Ponzi scheme.  Among
them are:

     * Fidelis Foundation                   $407,000,000
     * General Electric Capital Corp.        293,500,000
     * J.P. Morgan Chase & Co.               242,000,000
     * Associated Bank                       181,800,000
     * Seminole Tribe of Florida Inc.         25,400,000
     * Make-A-Wish Foundation of Minnesota        11,728
     * Minnesota Public Radio                      3,500

                  About Petters Group Worldwide LLC

Based in Minnetonka, Minnesota, Petters Group Worldwide LLC is
named for founder and chairman Tom Petters.  The group is a
collection of some 20 companies, most of which make and market
consumer products.  It also works with existing brands through
licensing agreements to further extend those brands into new
product lines and markets.  Holdings include Fingerhut (consumer
products via its catalog and Web site), SoniqCast (maker of
portable, WiFi MP3 devices), leading instant film and camera
company Polaroid (purchased for $426 million in 2005), Sun Country
Airlines (acquired in 2006), and Enable Holdings (online
marketplace and auction for consumers and manufacturers' overstock
inventory).  Petters formed the company in 1988.

Petters Company, Inc., is the financing and capital-raising unit
of Petters Group Worldwide, LLC.  Petters Company, Inc., Petters
Group Worldwide, LLC, and eight other affiliates filed separate
petitions for Chapter 11 protection (Bankr. D. Minn. Case No.
08-45257) on October 11, 2008.  James A. Lodoen, Esq., at
Lindquist & Vennum P.L.L.P., serves as the Debtors' counsel.
In its petition, Petters Company, Inc., estimated debts of between
$500 million and $1 billion, while its parent, Petters Group
Worldwide, LLC, estimated debts of not more than $50,000.

Petters Aviation, LLC, and affiliates MN Airlines, LLC, doing
business as Sun Country Airlines, Inc., and MN Airline Holdings,
Inc., filed separate petitions for Chapter 11 bankruptcy
protection (Bankr. D. Minn. Case Nos. 08-45136, 08-35197 and
08-35198) on October 6, 2008 .  Petters Aviation, LLC is a
wholly owned unit of Thomas Petters Inc. and owner of
MN Airline Holdings, Inc., Sun Country's parent company.


PLACENTIA PROPERTIES: Case Summary & 7 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Placentia Properties, LLC
        7419 Greenbush Avenue
        North Hollywood, CA 91605
        Tel: (818) 765-5661

Bankruptcy Case No.: 10-23596

Chapter 11 Petition Date: October 27, 2010

Court: U.S. Bankruptcy Court
       Central District of California (San Fernando Valley)

Judge: Geraldine Mund

Debtor's Counsel: Rachel S. Ruttenberg, Esq.
                  LAW OFFICES OF MARK E. GOODFRIEND
                  16255 Ventura Boulevard, Suite 205
                  Encino, CA 91436
                  Tel: (818) 783-8866
                  Fax: (818) 783-5445
                  E-mail: rruttenberg@gmail.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 seven largest unsecured creditors filed
together with the petition is
available for free at:
http://bankrupt.com/misc/cacb10-23596.pdf

The petition was signed by Gary Pietruszka, president of Pacific
Funding Group, Inc., manager.


QIMONDA AG: Settles With U.S. Units Over Disputed Claims
--------------------------------------------------------
Euroasia Semiconductor reports that Insolvency administrator Dr.
Michael Jaffé has reached a settlement with the Qimonda AG's
U.S. subsidiaries Qimonda North America Corp. and Qimonda Richmond
LLC over disputed claims.  At the same time, the U.S. units
confirmed that Qimonda AG owns certain patents and patent
applications.

According to the report, the Company's U.S. subsidiaries had
asserted claims of roughly $2.1 billion against the Company.  In
turn, the Company has filed of more than $1.7 million against the
units.  The units sued the Company in the U.S. Bankruptcy Court in
Delaware.  As a result of a mediation in London both parties
reached an agreement on the mutual claims.

The creditors' committees and the U.S. Bankruptcy Court in
Delaware responsible for the US companies have approved the
settlement, the report says.

The settlement is a key milestone for us.  It has removed a major
exploitation barrier for marketing and licensing, report quotes
Dr. Michael Jaffé as stating.

                          About Qimonda AG

Qimonda AG (NYSE: QI) -- http://www.qimonda.com/-- is a leading
global memory supplier with a diversified DRAM product portfolio.
The Company generated net sales of EUR1.79 billion in financial
year 2008 and had -- prior to its announcement of a repositioning
of its business -- approximately 12,200 employees worldwide, of
which 1,400 were in Munich, 3,200 in Dresden and 2,800 in
Richmond, Va.

Qimonda AG commenced insolvency proceedings in a local court in
Munich, Germany, on January 23, 2009.  On June 15, 2009, QAG filed
a petition (Bankr. E.D. Va. Case No. 09-14766) for relief under
Chapter 15 of the U.S. Bankruptcy Code.

Qimonda North America Corp., an indirect and wholly owned
subsidiary of QAG, is the North American sales and marketing
subsidiary of QAG.  QNA is also the parent company of Qimonda
Richmond LLC.  QNA and QR sought Chapter 11 protection (Bankr.
D. Del. Case No. 09-10589) on Feb. 20, 2009.  Mark D. Collins,
Esq., Michael J. Merchant, Esq., and Maris J. Finnegan, Esq.,
at Richards Layton & Finger PA, represent the Debtors.
Roberta A. DeAngelis, the United States Trustee for Region 3,
appointed seven creditors to serve on an official committee of
unsecured creditors.  Jones Day and Ashby & Geddes represent the
Committee.  In its bankruptcy petition, Qimonda Richmond, LLC,
estimated more than US$1 billion in assets and debts.  The
information, the Debtors said, was based on Qimonda Richmond's
financial records which are maintained on a consolidated basis
with Qimonda North America Corp.


QPK LLC: Case Summary & 3 Largest Unsecured Creditors
-----------------------------------------------------
Debtor: QPK, LLC
        a Louisiana Limited Liability Company
        1013 St. Ann St.
        New Orleans, LA 70116

Bankruptcy Case No.: 10-13990

Chapter 11 Petition Date: October 27, 2010

Court: United States Bankruptcy Court
       Eastern District of Louisiana (New Orleans)

Judge: Elizabeth W. Magner

Debtor's Counsel: Arthur S. Mann, III, Esq.
                  BERRIGAN LITCHFIELD SCHONEKAS MANN LLP
                  201 St. Charles Avenue, Suite 4204
                  New Orleans, LA 70170
                  Tel: (504) 568-0541
                  Fax: (504) 561-8655
                  E-mail: amann@berriganlaw.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 three largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/laeb10-13990.pdf

The petition was signed by Brent A. Kovach, member/manager.


REDDY ICE: Unit Inks Revolving Credit Deal with Macquarie Bank
--------------------------------------------------------------
Reddy Ice Holdings Inc. said that, effective October 22, 2010,
Reddy Ice Corporation, a wholly-owned subsidiary of the Company,
amended and restated its revolving credit facility with the
lenders party thereto and JPMorgan Chase Bank, N.A., as
administrative agent.

The Amended and Restated Credit Agreement does not change the size
of the Company's $50 million revolving credit facility.  The
revolving credit facility may be used by Reddy Corp for working
capital and general corporate purposes.  Macquarie Bank Limited is
the sole lender under the Amended and Restated Credit Agreement.

"We are pleased to be able to execute this amended credit facility
with Macquarie Bank Limited, one of our existing lenders,"
commented Chief Executive Officer and President Gilbert M.
Cassagne.  "This amended credit facility with Macquarie provides
us with enhanced business flexibility, significantly less
restrictive financial covenants and liquidity to continue to
execute on our strategic plan and growth initiatives."

Matthew Lancaster, Managing Director -- Corporate and Asset
Finance at Macquarie Bank Limited commented, "Having recently
entered the Company's credit facility in August 2010, we
appreciate the opportunity to take an expanded role in Reddy
Corp's financing."

                          About Reddy Ice

Reddy Ice Holdings, Inc. -- http://www.reddyice.com/--
manufactures and distributes packaged ice in the United States.
The company serves variety of customers in 31 states and the
District of Columbia under the Reddy Ice brand name.

The Company's balance sheet for June 30, 2010, showed
$507.05 million in total assets, $50.47 million in total current
liabilities, $450.63 million in total long-term obligations,
$16.56 million in deferred taxes and contingencies, and a
stockholders' deficit of $10.62 million.

                            *     *     *

As reported by the Troubled Company Reporter on August 17, 2010,
Moody's Investors Service lowered Reddy Ice Holdings' corporate
family and probability-of-default ratings to B3 from B2, and its
$12 million senior discount notes due 2012 to Caa2 from Caa1.
Moody's also lowered the rating on Reddy Ice Corporations' $300
million first lien senior secured notes due 2015 to B2 from B1 and
the $139 million second lien notes due 2015 to Caa2 from Caa1.
The ratings outlook remains negative.  The speculative grade
liquidity rating was affirmed at SGL-3.

The ratings downgrade was prompted by Reddy Ice's elevated
financial leverage through the first half of 2010 due to weaker
than expected operating performance and the expectation that
leverage will remain elevated.  The B3 corporate family rating
considers ongoing operational risks related to weather as well as
increasing acquisition activity.

Reddy Ice carries 'B-' issuer credit ratings, with "negative"
outlook, from Standard & Poor's.

Moody's Investors Service said Reddy Ice Holdings, Inc.'s (the
entity that wholly owns Reddy Ice Corporation) announcement that
it has amended and restated its credit agreement, consisting of a
$50 million revolving credit facility (not rated), does not affect
the B3 corporate family rating, nor the existing instrument
ratings and the negative ratings outlook.


REFCO INC: Commences Lawsuit Against Cantor Index Holdings
----------------------------------------------------------
Reorganized Debtor Refco Group Ltd., LLC, commenced an adversary
complaint against Cantor Index Holdings, L.P., CIHLP LLC, and
CIHLP II LLC on August 30, 2010, to compel the preparation of
certain audited financials and the disclosure of other information
from Cantor.

Cantor Index is a Delaware partnership, by which RGL is a limited
partner.  Its general partner is CIHLP and the only other limited
partner is CIHLP II.  CIHLP and CIHLP II are subsidiaries of
Cantor Fitzgerald, L.P., and Cantor Fitzgerald Securities.

Arthur H. Ruegger, Esq., at SNR Denton US LLP, in New York,
relates that since 2007, RGL and its parent, Refco Inc., have
sought documents and information concerning Cantor Index in order
to (i) value RGL's 10% limited partnership interest in Cantor
Index; (ii) investigate changes in the value of that interest
after 2002; (iii) assess Cantor Index's finances and operations,
both currently and any material changes thereto after 2002; (iv)
discover any changes in ownership and/or sales of assets or
businesses since 2002; and (v) obtain tax information promised
under the Partnership Agreement and required under Delaware law.

RGL's recent Complaint is being initiated to supplement the
Debtors' ongoing efforts under Rule 2004 of the Federal Rules of
Bankruptcy Procedure to obtain relevant information related to
Cantor Index, according to Mr. Ruegger.

He relates that on two occasions, the Debtors have requested
and been granted orders by the Court pursuant to Rule 2004 -- the
first dated March 7, 2007, the second dated March 31, 2010 --
requiring Cantor FS to produce documents and information
regarding the operations, finances, accounting, tax reporting and
other pertinent information related to Cantor Index.  Cantor,
however, has refused to produce meaningful documents in response
to those Orders and related subpoenas, Mr. Ruegger says.

Before the entry of the March 2007 and the March 2010 Orders, the
Debtors had sought documents and information informally during
settlement negotiations taking place over the course of two years
from 2007 to 2009, Mr. Ruegger adds. Informal efforts at obtaining
relevant information from any of the Cantor entities, however,
proved unsuccessful, he reveals.

Mr. Ruegger further reveals that recently, following the second
Rule 2004 Order and Cantor FS' disclosure that no audited
financials for Cantor Index exist, the Court directed at a
June 16, 2010 status conference that any existing unaudited
financial statements be produced.  Thereafter, and following the
Court's endorsement in a July 21, 2010 telephonic conference of
RGL's request that Cantor FS also produce all filings with the
United States Commodity Futures Trading Commission, RGL served a
subpoena dated July 22, 2010 for those financials and CFTC
filings.  Notwithstanding the Court's directives, however, on
August 20, 2010, Cantor FS objected to producing the financials
and CFTC filings, except to whatever extent Cantor FS deemed
appropriate.  Thus, Mr. Ruegger tells Judge Drain, Cantor FS at
present is openly refusing to comply with the Court's directions.

The August 20 Objection was not Cantor FS' first act of defiance
in the face of Court-ordered disclosures, Mr. Ruegger reminds
Judge Robert Drain.  "For over three years before that, and
despite two Court Orders, Cantor FS and its affiliates took every
measure to stonewall production of documents and information to
which the Debtors are entitled," he says.  As a result, the
Debtors reluctantly determined in early July 2010 that they must
exercise additional rights for inspection and production of
documents and information regarding the operations, finances and
value of Cantor Index which RGL is entitled to receive.
Consequently, on July 7, 2010, the Debtors served demands for
inspection and production pursuant to Sections 9.01 and 9.02 of
the Partnership Agreement, and Section 17-305(a) of the Delaware
Revised Uniform Limited Partnership Act.  "Those demands have,
again, been ignored," Mr. Ruegger discloses.

As a result of Cantor FS' consistent refusal to comply with
contractual, statutory and even Court-ordered discovery duties,
RGL states that it is forced to file the Complaint and ask the
Court:

  (a) to compel the preparation of audited financials;

  (b) to compel the production of documents and information to,
      among other things, value RGL's 10% limited partnership
      interest in Cantor Index;

  (c) to fulfill RGL's demands for inspection and production
      under Sections 9.01 and 9.02 of the Partnership Agreement
      and Section 17-305(a) of the RULPA; and

  (d) to supplement and coordinate the sought measures with the
      current and future disclosures requested under Rule 2004.

               Cantor Seeks Dismissal of Complaint

The Cantor Defendants ask Judge Drain to dismiss RGL's Complaint.

Francis X. Riley, III, Esq., at Saul Ewing LLP, in Princeton, New
Jersey, argues that alleged annual financial statement for the
years 2002 through 2009 supposedly prepared by Cantor do not exist
and have never existed.  The parties' Partnership Agreement does
not require Cantor to prepare audited financial statements for
itself, he maintains.  RGL, thus, does not have standing to ask
the Court to compel the preparation of those reports, he contends.

Mr. Riley further notes that no cause of action is alleged against
CIHLP or CIHLP II and, thus, the Complaint should be dismissed
with respect to those entities.

In the alternative, the Defendants ask Judge Drain to exercise his
discretion to abstain from the Complaint as the causes of action
asserted by RGL solely implicate the parties' rights under
Delaware State law.

                      Pretrial Conference

Pursuant to the request of the involved parties, the pre-trial
conference with respect to the Complaint is rescheduled to
November 17, at 10:00 a.m.

                       About Refco Inc.

Headquartered in New York, Refco Inc. -- http://www.refco.com/--
was a diversified financial services organization with operations
in 14 countries and an extensive global institutional and retail
client base.  Refco's worldwide subsidiaries were members of
principal U.S. and international exchanges, and were among the
most active members of futures exchanges in Chicago, New York,
London and Singapore.  Refco was also a major broker of cash
market products, including foreign exchange, foreign exchange
options, government securities, domestic and international
equities, emerging market debt, and OTC financial and commodity
products.  Refco was one of the largest global clearing firms for
derivatives.  The Company had operations in Bermuda.

The Company and 23 of its affiliates filed for Chapter 11
protection on October 17, 2005 (Bankr. S.D.N.Y. Case No. 05-
60006).  J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher
& Flom LLP, represented the Debtors in their restructuring
efforts.  Milbank, Tweed, Hadley & McCloy LLP, represented the
Official Committee of Unsecured Creditors.  Refco reported
US$16.5 billion in assets and US$16.8 billion in debts to the
Bankruptcy Court on the first day of its Chapter 11 cases.

The Court confirmed the Modified Joint Chapter 11 Plan of
Refco Inc. and certain of its Direct and Indirect Subsidiaries,
including Refco Capital Markets, Ltd., and Refco F/X Associates,
LLC, on December 15, 2006.  That Plan became effective on Dec. 26,
2006.  Pursuant to the plan, RJM, LLC, was named plan
administrator to reorganized Refco, Inc., and its affiliates, and
Marc S. Kirschner as plan administrator to Refco Capital Markets,
Ltd.

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


REFCO INC: Plan Admins. Want Grant Thornton Claims Estimated at $0
------------------------------------------------------------------
RJM LLC, as plan administrator to the Reorganized Refco Debtors,
and Marc S. Kirschner, as plan administrator to Refco Capital
Markets, Ltd., dispute the allowance of Claim Nos. 14458 through
14484 filed by Grant Thornton LLP, as well as the Original Grant
Thornton Claims.

The Original Grant Thornton Claims refer to 27 proofs of claim
Grant Thornton filed on July 17, 2006, against various Debtor
entities.  They are designated as Claim Nos. 11393, 11394, 11395,
11527, 11528, 11529, 11530, 11531, 11532, 11533, 11534, 11535,
11536, 11537, 11538, 11539, 11540, 11541, 11542, 11543, 11544,
11545, 11546, 11547, 11548, 11549, and 11550.  In the Original
Grant Thornton Claims, Grant Thornton alleged that it is owed:

  -- $242,8043 in fees and costs for prepetition services
     rendered as the independent auditor for Refco Inc. and its
     subsidiaries, including RCM, and

  -- $2.8 million for attorneys fees and costs incurred in
     connection with its defense of certain securities
     litigation actions brought against Grant Thornton as a
     result of services it provided to the Debtors.

The Amended Grant Thornton Claims refer to the claims filed by
Grant Thornton on March 16, 2007, amending the Original Claims and
increasing the amount of liquidated damages in each claim to
$4,356,371.

Upon review, the Plan Administrators object to the allowance and
classification of the Grant Thornton Claims as claims, because
they should be subordinated pursuant to Section 510(b) of the
Bankruptcy Code to the level of Old Equity Interests and placed in
Contributing Debtors Class 8.  In addition, the Plan
Administrators renew the previous objections filed by the Debtors
in their Fourth Omnibus Motion and by the Plan Administrators in
the First Objection and the Supplemental Objection, and object to
all claims filed as duplicative of one another.

Christopher P. Johnson, Esq., at Kasowitz, Benson, Torres &
Friedman LLP, in New York, relates that the Plan Administrators
object to the classification of the Grant Thornton Claims as
"Claims" on the grounds that they are based on transactions
relating to the ownership of common stock of Refco Inc., or based
on violations of federal securities laws arising from rescission
of a purchase or sale of a security of the Debtors, or for
damages arising from the purchase or sale of a Security in the
Debtors.

Accordingly, the Plan Administrators ask the Court reclassify the
Grant Thornton Claims as Class CD 8 Old Equity Interests, Class CD
7 Subordinated Claims, and Class RCM 9 Subordinated Claims.

Subordination under Section 510(b) "is not limited to shareholder
claims" and has been extended to reimbursement and contribution
claims asserted by directors, officers and underwriters, Mr.
Johnson reminds the Court.

The Grant Thornton Claims assert contingent unliquidated claims
for attorneys' fees and costs incurred in connection with its
defense of the Securities Actions.  To the extent these claims are
contingent and unliquidated, pursuant to Section 502(c) of
the Bankruptcy Code, these claims should be estimated for
distribution purposes, Mr. Johnson asserts.

In this light, the Plan Administrators ask the Court to estimate
the Grant Thornton Claims at $0 for purposes of establishing
reserves.

"Estimation of the Grant Thornton Claims at zero dollars will
allow the Plan Administrators to close all of the Remaining
Debtors' cases, except for Refco Inc., and spare the estates the
administrative costs associated with such cases," Mr. Johnson
says.  "The alternative, holding the Remaining Debtors' cases open
until the Securities Actions have been tried to conclusion, will
cause significant and unnecessary delay, because the Securities
Actions are in various stages of litigation and appeal and will,
in all likelihood, remain pending well into 2012."

                       About Refco Inc.

Headquartered in New York, Refco Inc. -- http://www.refco.com/--
was a diversified financial services organization with operations
in 14 countries and an extensive global institutional and retail
client base.  Refco's worldwide subsidiaries were members of
principal U.S. and international exchanges, and were among the
most active members of futures exchanges in Chicago, New York,
London and Singapore.  Refco was also a major broker of cash
market products, including foreign exchange, foreign exchange
options, government securities, domestic and international
equities, emerging market debt, and OTC financial and commodity
products.  Refco was one of the largest global clearing firms for
derivatives.  The Company had operations in Bermuda.

The Company and 23 of its affiliates filed for Chapter 11
protection on October 17, 2005 (Bankr. S.D.N.Y. Case No. 05-
60006).  J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher
& Flom LLP, represented the Debtors in their restructuring
efforts.  Milbank, Tweed, Hadley & McCloy LLP, represented the
Official Committee of Unsecured Creditors.  Refco reported
US$16.5 billion in assets and US$16.8 billion in debts to the
Bankruptcy Court on the first day of its Chapter 11 cases.

The Court confirmed the Modified Joint Chapter 11 Plan of
Refco Inc. and certain of its Direct and Indirect Subsidiaries,
including Refco Capital Markets, Ltd., and Refco F/X Associates,
LLC, on December 15, 2006.  That Plan became effective on Dec. 26,
2006.  Pursuant to the plan, RJM, LLC, was named plan
administrator to reorganized Refco, Inc., and its affiliates, and
Marc S. Kirschner as plan administrator to Refco Capital Markets,
Ltd.

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


REFCO INC: RCM Plan Administrator Makes 9th Interim Distribution
----------------------------------------------------------------
The Plan Administrator of Refco Capital Markets, Ltd., made a
ninth interim distribution of Additional Property on October 15,
2010, aggregating $15.3 million, including Additional Property of
$11.6 million received since the last interim distribution.

Under the 9th Interim Distribution, the RCM Plan Administrator
also contemplated the release of the 502(h) Special Reserve of
$3 million and the release of reserves due to the resolution of
Disputed Claims.

Previously, the RCM Plan Administrator made seven interim
distributions from Assets in Place and eight interim distributions
from Additional Property.  In sum, the seven interim distributions
from Assets in Place, including catch-up payments since the last
distribution notice, aggregate to recoveries of approximately
$2.19 billion or 77.35% to holders of Allowed RCM Securities
Customer Claims and $218.14 million or 23.91% to holders of
Allowed RCM/FX Unsecured Claims.  The eight interim distributions
from Additional Property, including catch-up payments since the
last distribution notice, resulted in recoveries of approximately
$466.85 million or 17.32% to holder of Allowed RCM Securities
Customer Claims and approximately $261.31 million or 28.83% to
holders of Allowed RCM/FX Unsecured Claims.  In each case,
appropriate amounts were placed into reserves on account of
Disputed Claims.

Steven Wilamowsky, Esq., at Bingham McCutchen LLP, in New York,
relates that as a result of new Additional Property, the release
of the 502(h) Special Reserve, and the resolution of Disputed
Claims, the RCM Plan Administrator now intends to:

  (a) distribute approximately $4.77 million from Additional
      Property to holders of Allowed RCM Securities Customer
      Claims, a list of which is available for free at:


http://bankrupt.com/misc/Refco_9thDist_AllwedRCMSecCustClaims.pdf

  (b) distribute approximately $10.57 million from Additional
      Property to holders of Allowed RCM/FX Unsecured Claims, a
      list of which is available for free at:


http://bankrupt.com/misc/Refco_9thDist_AllwedRCMFXUnsecClaims.pdf

  (c) maintain a reserve in cash of approximately $1 million for
      RCM FX/Unsecured Claims in the RCM Disputed Claims
      Reserve.

From the aggregate available cash, the RCM Plan Administrator will
also maintain, replenish or adjust reserves previously
established.

To calculate disputed claim reserves, the RCM Plan Administrator
has assumed that claims ultimately will be allowed in the sum of
(i) the Allowed RCM Securities Customer Claims and the Allowed
RCM/FX Unsecured Claims for purposes of the 9th Distribution, and
(ii) Grant Thornton's Claim No. 14465 for $4.3 million and Claim
No. 11536 for $3.04 million.  The RCM Plan Administrator avers
that all reserves are adequate to assure that sufficient cash will
be available ultimately to pay all Allowed Claims.

The RCM Plan Administrator also relates that it is holding certain
unclaimed and undeliverable Distributions for each Distribution
through the 8th Additional Property Distribution in the aggregate
amount of $318,862.  A list of the claim Holders and amounts of
attempted Distributions are available for free at:

http://bankrupt.com/misc/Refco_9thDist_UndeliverableDistributions.
pdf

A restatement of all claims against RCM that continue to receive
distributions on benefit from reserve deposits is available for
free at http://bankrupt.com/misc/Refco_9thDist_AllRCMClaims.pdf

A statement of the amounts of Additional Property proposed to be
distributed and amounts proposed to be placed into reserves is
available for free at:

      http://bankrupt.com/misc/Refco_9thDist_AddlProp.pdf

                       About Refco Inc.

Headquartered in New York, Refco Inc. -- http://www.refco.com/--
was a diversified financial services organization with operations
in 14 countries and an extensive global institutional and retail
client base.  Refco's worldwide subsidiaries were members of
principal U.S. and international exchanges, and were among the
most active members of futures exchanges in Chicago, New York,
London and Singapore.  Refco was also a major broker of cash
market products, including foreign exchange, foreign exchange
options, government securities, domestic and international
equities, emerging market debt, and OTC financial and commodity
products.  Refco was one of the largest global clearing firms for
derivatives.  The Company had operations in Bermuda.

The Company and 23 of its affiliates filed for Chapter 11
protection on October 17, 2005 (Bankr. S.D.N.Y. Case No. 05-
60006).  J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher
& Flom LLP, represented the Debtors in their restructuring
efforts.  Milbank, Tweed, Hadley & McCloy LLP, represented the
Official Committee of Unsecured Creditors.  Refco reported
US$16.5 billion in assets and US$16.8 billion in debts to the
Bankruptcy Court on the first day of its Chapter 11 cases.

The Court confirmed the Modified Joint Chapter 11 Plan of
Refco Inc. and certain of its Direct and Indirect Subsidiaries,
including Refco Capital Markets, Ltd., and Refco F/X Associates,
LLC, on December 15, 2006.  That Plan became effective on Dec. 26,
2006.  Pursuant to the plan, RJM, LLC, was named plan
administrator to reorganized Refco, Inc., and its affiliates, and
Marc S. Kirschner as plan administrator to Refco Capital Markets,
Ltd.

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


ROBERT PLAN: Ch. 7 Trustee to Act as Pension Plan Administrator
---------------------------------------------------------------
The Hon. Robert E. Grossman grants the application by Kenneth
Kirschenbaum, Esq., the Chapter 7 trustee for the consolidated
estates of The Robert Plan Corporation and The Robert Plan of New
York Corporation, to act as administrator of RPC's pension plan
and RPC's Retirement Savings Plan, and take any actions the
Trustee deems appropriate, including retaining professionals, to
bring the Plan into compliance with the ERISA statutes and to
terminate the Plan.

The U.S. Department of Labor did not object to the Chapter 7
Trustee's request to act as Administrator and terminate the Plan,
but argues that the Bankruptcy Court lacks jurisdiction to rule on
the requests because the motions are not core proceedings, nor are
they sufficiently related to the Debtors' cases.  DOL asserts that
because the Plan is not property of the Debtors' estates, and
because it is likely that there are sufficient funds in the Plan
to cover the costs of administering the Plan, there is no basis
for the Bankruptcy Court to assert jurisdiction over the Trustee
as Administrator.

The Court, however, rules that it has jurisdiction over the
Chapter 7 Trustee while he performs his obligations as
Administrator.

The Court, meanwhile, denies the Chapter 7 Trustee's request pay
specified expenses related to the Plan administration, pending the
filing of fee applications that comply with the Bankruptcy Code,
Bankruptcy Rules and applicable Local Rules.

A copy of the Court's Memorandum Decision dated October 26, 2010,
is available at http://is.gd/gnQWlfrom Leagle.com.

Headquartered in Bethpage, New York, The Robert Plan Corp. --
http://www.rpc.com/-- provided insurance services.  Robert Plan
Corp. and its affiliate, Robert Plan of New York Corp., filed
voluntary Chapter 11 petitions (Bankr. E.D.N.Y. Case No. 08-74573)
on August 25, 2008, citing "serious cash flow problems" because of
Lincoln General Insurance's failure to make payments.  Harold S.
Berzow, Esq., at Ruskin Moscou Faltischek, served as the Debtors'
counsel.  Robert Plan listed total assets of $21.9 million and
total debts of $41.1 million.

On January 19, 2010, the cases were converted to Chapter 7.
Kenneth Kirschenbaum, Esq., was appointed as acting trustee for
both cases.  By order entered on September 9, 2010, the Debtors'
cases were substantively consolidated.


ROCKY MOUNTAIN: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Rocky Mountain Holdings, LLC
        225 West 700 South
        Pleasant Grove, UT 84062

Bankruptcy Case No.: 10-34717

Chapter 11 Petition Date: October 22, 2010

Court: United States Bankruptcy Court
       District of Utah (Salt Lake City)

Judge: R. Kimball Mosier

Debtor's Counsel: Anna W. Drake, Esq.
                  ANNA W. DRAKE, P.C.
                  175 South Main Street, Suite 1250
                  Salt Lake City, UT 84111
                  Tel: (801) 328-9792
                  Fax: (801) 530-5955
                  E-mail: annadrake@att.net

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 Lawrence Marcel DeRoest, managing
member.

Debtor-affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Rocky Mountain Welding and             10-34716    10/22/10
Fabricating, Inc.


ROCKY MOUNTAIN WELDING: Voluntary Chapter 11 Case Summary
---------------------------------------------------------
Debtor: Rocky Mountain Welding and Fabricating, Inc.
        225 West 700 South
        Pleasant Grove, UT 84062

Bankruptcy Case No.: 10-34716

Chapter 11 Petition Date: October 22, 2010

Court: United States Bankruptcy Court
       District of Utah (Salt Lake City)

Judge: Joel T. Marker

Debtor's Counsel: Anna W. Drake, Esq.
                  ANNA W. DRAKE, P.C.
                  175 South Main Street, Suite 1250
                  Salt Lake City, UT 84111
                  Tel: (801) 328-9792
                  Fax: (801) 530-5955
                  E-mail: annadrake@att.net

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 Lawrence Marcel DeRoest, president.

Debtor-affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Rocky Mountain Holdings, LLC           10-34717   10/22/10


ROMUALD ZUCHOWSKI: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Joint Debtors: Romuald Zuchowski
               Ivona Jones
               931 S. 32nd St.
               Renton, WA 98055

Bankruptcy Case No.: 10-22673

Chapter 11 Petition Date: October 21, 2010

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

Judge: Marc Barreca

Debtor's Counsel: John A. Long, Esq.
                  LAW OFFICES OF JOHN A. LONG
                  22525 SE 64th Pl Ste 262
                  Issaquah, WA 98027
                  Tel: (425) 427-9660
                  E-mail: john@johnlonglaw.com

Scheduled Assets: $843,515

Scheduled Debts: $1,295,143

A list of the Joint Debtors' 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/wawb10-22673.pdf


ROTHSTEIN ROSENFELDT: Trustee Sues Qtask to Recoup $7.5 Million
---------------------------------------------------------------
Dow Jones' DBR Small Cap reports that the official liquidating
Scott Rothstein's law firm is suing a software company that the
official says received $7.5 million in fraudulently transferred
funds from the convicted Ponzi schemer and his firm.

                      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.


RUSSELL MAYNARD: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Russell Mallam Maynard
        342 Holiday Hills Drive
        Wilmington, NC 28409

Bankruptcy Case No.: 10-08652

Chapter 11 Petition Date: October 21, 2010

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

Judge: J. Rich Leonard

Debtor's Counsel: Trawick H. Stubbs, Jr., Esq.
                  STUBBS & PERDUE, P.A.
                  P.O. Drawer 1654
                  New Bern, NC 28563
                  Tel: (252) 633-2700
                  Fax: (252) 633-9600
                  E-mail: efile@stubbsperdue.com

Scheduled Assets: $917,731

Scheduled Debts: $2,739,214

A list of the Debtor's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/nceb10-08652.pdf

Debtor-affiliates filing separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Atlantic Facilities, LLC              10-01347            02/22/10


SEA LAUNCH: Emerges From Chapter 11 Bankruptcy
----------------------------------------------
Sea Launch Company has successfully completed its Chapter 11
reorganization process, effective October 27, 2010.  As part of
the court-approved Plan of Reorganization, Energia Overseas
Limited (EOL), a Russian corporation, will have acquired a
majority ownership of the reorganized Sea Launch entity.

The Plan of Reorganization was approved by Judge Brendan Shannon,
in the U.S. Bankruptcy Court in Wilmington, Delaware, on July 27,
2010. The successor entity, Sea Launch S.a.r.l., will be
responsible for corporate functions at its operations headquarters
and will maintain some assets at Sea Launch Home Port, in the Port
of Long Beach, in Southern California.

Energia Logistics Ltd., a U.S. corporation, will assume management
of rocket assembly and satellite integration operations at the
existing Sea Launch Home Port facilities.  A Moscow-based EOL-
affiliate will manage supply chain operations of all CIS-based
primary and second-tier suppliers for the Sea Launch system. The
reliable Zenit-3SL launch system and its experienced operations
team, with a history of 30 launches to date, will continue to
support future launches.

Kjell Karlsen, Sea Launch president and general manager, and Brett
Carman, chief financial officer - as well as some of the senior
members of Sea Launch?s executive management team - are
transitioning to the new Sea Launch entity and will be joined by
new professionals who will be added to the Sea Launch team as it
returns to full flight operations.

Leading up to the closing of the transaction with EOL, Sea Launch
successfully completed a series of milestones in 2009-10, followed
by U.S. Government review of the new ownership structure.  The
transaction cleared the Committee on Foreign Investment in the
United States on September 8, 2010.

"We are thrilled to have successfully emerged from Chapter 11 with
a solid financial structure and a healthy manifest of future
launches," said Karlsen.  "Completing this transaction will
represent a significant accomplishment in the final steps toward
re-entering the market as a strong and competitive commercial
launch service provider.  We are now planning for our return to
launch operations in 2011, building on the continuity of our
collective expertise and proven experience of our launch system
and our team.

"I want to thank everyone involved in supporting this effort,
including our dedicated employees, partners and suppliers, as well
as our advisors and customers, who have trusted us to provide
future access to space for their satellites.  We could not have
succeeded in this endeavor without their commitment and support."

"We had an opportunity to systematically analyze all the existing
processes and operations, both internal and external, and as a
result, we are talking about an overhaul of the business at all
levels," said Dennis Shomko a spokesman for EOL.  "For customers,
that means transparency, reliability and predictability.  We are
confident that we can deliver a competitive level of ,business
comfort? to them, while ensuring that our suppliers are managed
appropriately. "

Sea Launch is currently gearing up its operations and conducting
maintenance of all launch related systems, while at the same time
preparing for a Land Launch mission slated for as early as the 1st
Quarter of 2011.  This mission, the launch of the Intelsat-18
communications satellite, will originate from the Baikonur Space
Center in Kazakhstan.  The next mission from the equatorial launch
site is planned for the 3rd Quarter of 2011.  The world?s only
ocean-based launch operations originate from the Odyssey Launch
Platform, positioned at 154 degrees West Longitude, in
international waters of the Pacific Ocean.

Jefferies & Company, Alston & Bird and Chris Picone of Buccino &
Associates, Inc., served as advisors to Sea Launch.  Salans, LLP,
and Avicon (UK) served as advisors to Energia Overseas Limited.

                         About Sea Launch

Sea Launch Company, L.L.C., is a satellite-launch services
provider that offers commercial space launch capabilities from the
Baikonur Space Center in Kazakhstan.  Its owners include Boeing
Co., RSC Energia, and Aker ASA.

Sea Launch filed for Chapter 11 on June 22, 2009 (Bankr. D. Del.
Case No. 09-12153).  Joel A. Waite, Esq., and Kenneth J. Enos,
Esq., at Young, Conaway, Stargatt & Taylor LLP, in Wilmington,
Delaware, serve as the Debtor's counsel.  At the time of the
filing, the Company said its assets range from US$100 million to
US$500 million and debts are at least US$1 billion.


SERVICE1ST BANK: Western Liberty Closes Merger Deal
---------------------------------------------------
Western Liberty Bancorp (OTC Bulletin Board: WLBC) unveiled the
successful consummation of its acquisition of Service1st Bank of
Nevada.  As of the close of business on Thursday, Western Liberty
operated as a new Nevada financial institution bank holding
company and conducted its operations through its wholly owned
subsidiary, Service1st.  Western Liberty's common shares are
expected to be listed on the Nasdaq Global Market, under the
ticker symbol WLBC, on October 29, 2010.

In conjunction with the transaction, Western Liberty has infused
$25 million of capital onto Service1st's balance sheet.  This
enhancement of Service1st's capital and liquidity position it as
one of the strongest community banks serving the Las Vegas market.

Service1st operates as a traditional community bank and provides a
full range of banking and related services to locally owned
businesses and individuals from its headquarters and two retail
banking facilities in the greater Las Vegas area.  Services
provided include basic commercial and consumer depository
services, commercial working capital and equipment loans,
commercial real estate loans, and other traditional commercial
banking services.  Primarily all of Service1st's business is
generated in the Nevada market.

William E. Martin, CEO of both Western Liberty and Service1st,
said, "We are excited to consummate this transaction.  We are
especially pleased that the combined Western Liberty/Service1st
platform will showcase one of the community's best capitalized
balance sheets to effectively serve our local businesses and
residents."

"The closing of this transaction is a significant milestone for
our vision at Western Liberty Bancorp," noted Michael Frankel,
Chairman of WLBC.  "As one of Nevada's best capitalized community
banks, we look forward to working with Nevada businesses as a
value-added member of the Greater Las Vegas community."

"I share in everyone's enthusiasm regarding the future of
Service1st Bank," said Steve Hill, Chairman of the Service1st Bank
Board.  "This event only serves to invigorate the Board and
employees to double our efforts to make Service1st the best
community bank in Nevada."

Western Liberty Bancorp is a Nevada financial institution bank
holding company which conducts operations through Service1st, its
wholly owned banking subsidiary.  Service1st operates as a
traditional community bank and provides a full range of banking
and related services to locally owned businesses and individuals
from its headquarters and two retail banking facilities in the
greater Las Vegas area.  Services provided include basic
commercial and consumer depository services, commercial working
capital and equipment loans, commercial real estate loans, and
other traditional commercial banking services.  Primarily all of
Service1st's business is generated in the Nevada market.

Western Liberty Bancorp entered into a Merger Agreement, dated as
of November 6, 2009, as amended by a First Amendment to the Merger
Agreement, dated as of June 21, 2010, each among WL-S1 Interim
Bank, Service1st Bank of Nevada, and Curtis W. Anderson, as
representative of the former stockholders of Service1st.  The
Amended Merger Agreement provides for the merger of Merger Sub
with and into Service1st, with Service1st being the surviving
entity and becoming WLBC's wholly owned subsidiary.

On September 14, 2010, Service1st said it has been advised by
staff of the Federal Deposit Insurance Corporation, the Nevada
Financial Institutions Division and the Federal Reserve Board that
they will make every effort to grant the required regulatory
approvals for the Merger on or before September 30.  However, the
Federal Reserve Board staff advised Service1st that the date of
the Federal Reserve Regulatory Approval could be delayed until
October 12.

Service1st is a $232 million-asset bank that opened in early 2007.

On September 1, 2010, Service1st, without admitting or denying any
possible charges relating to the conduct of its banking
operations, agreed with the FDIC and the Nevada Financial
Institutions Division to the issuance of a Consent Order.  Under
the Consent Order, Service1st has agreed, among other things, to:

    (i) assess the qualification of, and have and retain
        qualified, senior management commensurate with the size
        and risk profile of Service1st;

   (ii) maintain a Tier 1 leverage ratio at or above 8.5% (as of
        June 30, 2010, Service1st's Tier 1 leverage ratio was at
        9.62%) and a total risk-based capital ratio at or above
        12.0% (as of June 30, 2010, Service1st's total risk-based
        capital ratio was at 16.88%); and

  (iii) continue to maintain an adequate allowance for loan and
        lease losses.


SHERIDAN HOLDINGS: Moody's Assigns 'B1' Rating to $160 Mil. Loan
----------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Sheridan
Holdings, Inc. proposed $160 million First Lien Term Loan.  The
proposed offering is being issued under the terms of its existing
first lien credit agreement.  At the same time, Moody's affirmed
the Corporate family and Probability of Default Rating at B2.  The
rating outlook is stable.

The proceeds from the incremental term loan are being used to fund
recent acquisitions and repay outstanding borrowing under the
revolver.

This rating and LGD assessment has been assigned:

Sheridan Holdings, Inc.

  -- $160 million Incremental first lien term loan at B1 (LGD3,
     40%);

Ratings affirmed:

  -- $403 million first lien term loan at B1 (LGD3, 40%); (LGD
     assessment revised);

  -- $49.5 million revolving credit facility at B1 (LGD3, 40%);
     (LGD assessment revised);

  -- $150 million second lien PIK term loan at Caa1 (LGD6, 91%);
     (LGD assessment revised).

Sheridan's B2 CFR reflects the company's significant financial
leverage, considerable concentration of business in the Florida
market and modest size.  The rating also acknowledges its solid
cash flow generation and Moody's expectation for improved credit
metrics over the near-term.

The stable outlook reflects the anticipation of continued
favorable operating performance of the company following the
transaction.  The company has demonstrated an ability to operate
effectively with a significant amount of debt in the past and has
historically improved credit metrics mainly through growing EBITDA
and cash flow.  Moody's ratings anticipate a continuation of this
practice and improvement in pro forma credit metrics over the next
year that are more in line with the B2 rating category.

Moody's considers Sheridan to be adequately positioned within the
B2 rating category and therefore Moody's do not anticipate an
upgrade in the near-term.  However, Moody's could change the
outlook to positive or upgrade the rating if the company can
continue to grow and diversify its revenue sources and repay debt.
More specifically, there could be upward ratings pressure if
adjusted cash flow from operations was expected to return to, and
be sustained at a level above 11%.

In Moody's view, the ratings could come under pressure if the
company's leverage deteriorated further and if adjusted cash flow
from operations to adjusted debt was expected to be sustained at
levels below 5%.  More specifically, Moody's could downgrade the
ratings if the company's healthy operating margins come under
pressure, if the company is subject to higher than expected
litigation or malpractice claims, or if the company completes a
large debt financed acquisition.

Headquartered in Sunrise, Florida, Sheridan Healthcare, Inc. (a
wholly owned subsidiary of Sheridan Holdings, Inc.) is a leading
provider of physician services to hospitals and ambulatory
surgical facilities.  The company provides outsourced physician
staffing services for anesthesia, neonatology, radiology,
pediatrics and emergency departments.  Sheridan also provides a
full compliment of professional and administrative support
services including physician billing.  The company also provides
physician services and manages office-based practices in the same
medical specialties.  The company generated net revenue of
$675 million for the twelve months ended June 30, 2010.


SHERIDAN HEALTHCARE: S&P Affirms 'B' Corporate Credit Rating
------------------------------------------------------------
Standard & Poor's Rating Services said that it affirmed its 'B'
corporate credit rating on Sunrise, Florida-based Sheridan
Healthcare Inc. and revised the rating outlook to positive from
stable.  Sheridan Holdings Inc.'s existing issue-level ratings
were affirmed.  The revised outlook reflects the company's more
disciplined financial policy, highlighted by its use of internally
generated funds (in addition to debt) for recent acquisitions and
S&P's expectation that Sheridan's credit metrics will continue
improve.

At the same time, S&P is assigning a 'B' issue-level rating and
'3' recovery rating to Sheridan Holdings, Inc. proposed
$160 million incremental first-lien term loan B maturing in 2014.
Proceeds from the loan will be used for acquisitions, to repay
$25 million drawn from the revolver (for acquisitions in the third
quarter) and fees and expenses.

"The low speculative-grade rating on Sheridan Healthcare Inc.
reflects the company's high debt leverage, payor and geographic
concentrations, and narrow operating focus in anesthesia physician
staffing that exposes it to reimbursement risk," said Standard &
Poor's credit analyst Rivka Gertzulin.

Although Sheridan will be financing acquisitions with the
incremental loan, the company has also used internally generated
funds for recent acquisitions.  Therefore, S&P's expectation is
that pro forma debt leverage will be slightly under 5x.  While
debt to EBITDA has declined from over 7x since its most recent LBO
in 2007 as a result of EBITDA growth, Sheridan's financial risk
profile remains highly leveraged.  The $925 million transaction
made Hellman & Friedman the third financial sponsor in the past
decade.  While current management has effectively navigated the
company through the changes in ownership and associated variations
in capital strength, S&P believes its history of periodically
operating with a very limited financial cushion is an important
credit consideration.  However, it is now S&P's expectation, that
over the medium-term Sheridan will use its excess cash for small
tuck-in acquisitions and possibly, debt reduction.


SHUBH HOTELS: Lenders Want Chapter 11 Trustee
---------------------------------------------
Dow Jones' DBR Small Cap reports that a lender and loan
administrator are demanding that a bankruptcy trustee oversee
Shubh Hotels Pittsburgh LLC, which operates a hotel in Pittsburgh
that once carried the Hilton name.

According to the report, the lender, Carbon Capital II Real Estate
CDO 2005-1 Ltd., along with loan administrator BlackRock Financial
Management Inc., said the court handling Shubh Hotel's bankruptcy
case should approve the appointment of a Chapter 11 trustee if
their efforts to foreclose on the hotel fail.  "Cause exists for
the appointment of a Chapter 11 trustee in this case because the
debtor's prepetition and postpetition actions have revealed gross
mismanagement, incompetence and deceitfulness in the handling of
its affairs," Carbon Capital and BlackRock said in documents filed
Monday with the U.S. Bankruptcy Court in Pittsburgh, the report
notes.

Among other things, Carbon Capital and BlackRock is taking issue
with Dr. Kiran Patel's Pittsburgh Grand LLC taking ownership of
Shubh Hotels after the company entered bankruptcy, the report
adds.

                        About Shubh Hotels

Boca Raton, Florida-based Shubh Hotels Pittsburgh, LLC, owns and
operates the Pittsburgh Hilton Hotel.  It filed for Chapter 11
bankruptcy protection on September 7, 2010 (Bankr. W.D. Pa. Case
No. 10-26337).  Scott M. Hare, Esq., in Pittsburgh, Pennsylvania,
and attorneys at Rudov & Stein, P.C., serve as co-counsel.  The
Debtor estimated its assets at $10 million to $50 million and
debts at $50 million to $100 million.


SIMMONS FOODS: S&P Assigns Corporate Credit Rating at 'B'
---------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its
preliminary 'B' corporate credit rating to Siloam Springs, Ark.-
based Simmons Foods Inc.  At the same time S&P assigned a
preliminary 'B-' issue-level rating (one notch below the corporate
credit rating) to Simmons Foods' proposed $250 million second-lien
notes maturing 2017, with a preliminary recovery rating of '5',
indicating S&P's expectation for modest (10%-30%) recovery in the
event of a payment default.  The outlook is stable

The company intends to use debt proceeds totaling about $385
million--including an underwritten $100 million first-lien term
loan (not rated) maturing 2015, $40 million drawn on an
underwritten $125 million first-lien revolving credit facility
(not rated) maturing 2015, and the $250 million proposed second-
lien notes to purchase Menu Foods, refinance existing indebtedness
at both Simmons Foods and Menu Foods, and pay fees and expenses.

"The preliminary 'B' corporate credit rating reflects S&P's
opinion that Simmons Foods has a weak business risk profile and an
aggressive financial profile pro forma for the pending acquisition
of Menu Foods," said Standard & Poor's credit analyst Christopher
Johnson.  Simmons Foods' business risk profile reflects its
modest, albeit well-established, market position as a vertically
integrated chicken processor, recent history of volatile operating
earnings, and integration risk related to the acquisition of Menu
Foods.  Still, S&P believes the company's expansion of its
private-label pet food operations, both organically and via
acquisitions, will further improve product diversification that
currently exists to some extent through Simmons Foods' feed
ingredients, rendering, and other businesses.

"Although S&P believes a moderate level of integration synergies
may improve future earnings performance," added Mr. Johnson, "S&P
believes higher feed costs could hurt operating margins in fiscal
2011."


SIMON WORLDWIDE: Overseas Toys Plans to Launch Offer for Shares
---------------------------------------------------------------
The Board of Directors of Simon Worldwide Inc. received on
October 22, 2010, a second letter from Overseas Toys, superseding
the earlier letter from Overseas Toys dated October 13, 2010,
announcing the intent of Overseas Toys to commence a tender offer
for the outstanding shares of Common Stock not owned by Overseas
Toys at $0.27 per share of Common Stock, and that Overseas Toys
intended such offer to constitute a "Qualified Offer" at a $0.27
per share Liquidation Value.

The letter also requested that the Board of Directors of Simon and
a majority of the Independent Directors confirm the $0.27 per
share Liquidation Value stated by Overseas Toys in its letter.  In
the previous letter, Overseas Toys planned to offer offer for the
outstanding shares of common stock of Simon, par value $0.01 per
share, not owned by Overseas Toys at $0.25 per share of Common
Stock.

The Board an majority of the Independent Directors of Simon
approved the $0.27 per share Liquidation Value solely for purposes
of determining the Liquidation Value.  Neither the Board of
Directors nor the Independent Directors has approved or
disapproved or made any recommendation to Simon's stockholders
with respect to accepting the proposed Qualified Offer described
in the letter dated October 22, 2010 from Overseas Toys.

                       Important Information
                 About the Potential Tender Offer

The potential tender offer described by Overseas Toys, L.P. in the
letter dated October 22, 2010 from Overseas Toys, L.P. to Simon
Worldwide Inc. has not commenced. If a tender offer is commenced,
Simon will file with the Securities and Exchange Commission a
Solicitation/Recommendation Statement on Schedule 14D-9.

                               Agreement

Under that certain Exchange and Recapitalization Agreement, dated
as of June 11, 2008, by and between Simon Worldwide, Inc. and
Overseas Toys, L.P., if Simon does not consummate a Business
Combination by the later of (i) December 31, 2010, or (ii)
December 31, 2011, in the event that a letter of intent, an
agreement in principle or a definitive agreement to complete a
Business Combination was executed prior to December 31, 2010,
Simon's officers must take all action necessary to dissolve and
liquidate Simon as soon as reasonably practicable; provided, that
Simon need not be dissolved and liquidated if Overseas Toys shall
have made a Qualified Offer between 120 and 60 days prior to such
Termination Date and shall have consummated such Qualified Offer.
One of the preconditions for a Qualified Offer is that the Board
of Directors of Simon and a majority of the Independent Directors
agree with Overseas Toys on the Liquidation Value of Simon.

                       About Simon Worldwide

Based in Los Angeles, Simon Worldwide, Inc. (OTC: SWWI) no longer
has any operating business.  Prior to August 2001, the Company
operated as a multi-national full-service promotional marketing
company, specializing in the design and development of high-impact
promotional products and sales promotions.  At December 31, 2009,
the Company held an investment in Yucaipa AEC Associates, LLC, a
limited liability company that is controlled by the Yucaipa
Companies, a Los Angeles, California based investment firm.
Yucaipa AEC in turn principally held an investment in the common
stock of Source Interlink Companies, a direct-to-retail magazine
distribution and fulfillment company in North America, and a
provider of magazine information and front-end management services
for retailers and a publisher of approximately 75 magazine titles.
Yucaipa AEC held this investment in Source until April 28, 2009,
when Source filed a pre-packaged plan of reorganization under
Chapter 11 of the U.S. Bankruptcy Code.

BDO Seidman, LLP, in Los Angeles, following the Company's 2009
results, expressed substantial doubt about the Company's ability
to continue as a going concern.  The independent auditors noted
that of Company has suffered significant losses from operations,
has a lack of any operating revenue and is subject to potential
liquidation in connection with a recapitalization agreement.

On June 11, 2008, the Company entered into an Exchange and
Recapitalization Agreement with Overseas Toys, L.P., the former
holder of all the outstanding shares of preferred stock of the
Company, pursuant to which all the outstanding preferred stock
would be converted into shares of common stock representing 70% of
the shares of common stock outstanding immediately following the
conversion.  The Recapitalization Agreement was negotiated on the
Company's behalf by the Special Committee of disinterested
directors which, based in part upon the opinion of the Special
Committee's financial advisor, determined that the transaction was
fair to the holders of common stock from a financial point of
view.

In connection with the Recapitalization Agreement, and in the
event that the Company does not consummate a business combination
by the later of (i) December 31, 2010, or (ii) December 31, 2011,
in the event that a letter of intent, an agreement in principle or
a definitive agreement to complete a business combination was
executed on or prior to December 31, 2010, but the business
combination was not consummated prior to such time, and no
qualified offer have been previously consummated, the officers of
the Company will take all such action necessary to dissolve and
liquidate the Company as soon as reasonably practicable.


ST. PETER: Case Summary & 3 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: St. Peter, Inc.
        a Louisiana domestic corporation
        1005 St. Peter
        New Orleans, LA 70116

Bankruptcy Case No.: 10-13989

Chapter 11 Petition Date: October 27, 2010

Court: United States Bankruptcy Court
       Eastern District of Louisiana (New Orleans)

Judge: Jerry A. Brown

Debtor's Counsel: Arthur S. Mann, III, Esq.
                  BERRIGAN LITCHFIELD SCHONEKAS MANN LLP
                  201 St. Charles Avenue, Suite 4204
                  New Orleans, LA 70170
                  Tel: (504) 568-0541
                  Fax: (504) 561-8655
                  E-mail: amann@berriganlaw.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 three largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/laeb10-13989.pdf

The petition was signed by Brent A. Kovach, vice president and
secretary.


STEPHEN ROBERTSON: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Joint Debtors: Stephen Foster Robertson
               Linda Jo Robertson
               aka Lynda J. Robertson
               2121 West 117th Street
               Leawood, KS 66211

Bankruptcy Case No.: 10-23691

Chapter 11 Petition Date: October 27, 2010

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

Judge: Robert D. Berger

Debtor's Counsel: Joanne B. Stutz, Esq.
                  EVANS & MULLINIX PA
                  7225 Renner Road Ste 200
                  Shawnee, KS 66217
                  Tel: (913) 962-8700
                  E-mail: jbs@evans-mullinix.com

Scheduled Assets: $937,437

Scheduled Debts: $2,093,424

A list of the Joint Debtors' 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/ksb10-23691.pdf

The petition was signed by the Joint Debtors.


STERLING CHEMICALS: Moody's Downgrades Corp. Family Rating to 'B3'
------------------------------------------------------------------
Moody's Investors Service lowered the existing Corporate Family
Rating of Sterling Chemicals, Inc., to B3 from B2.  Moody's also
lowered Sterling's $150 million senior secured notes, due 2015 to
B3 from B2.  The rating outlook is negative.  This concludes the
review for downgrade which commenced on November 18, 2009.  The
SGL-3 assessment was affirmed subject to the presence of adequate
cash remaining on the balance sheet.  Moody's review focused on
the impact on the loss of the plasticizers production agreement at
the end 2010, the company's reduced liquidity, and possible plans
for the reduction in cash balances to fund growth initiatives.

                        Ratings Rationale

The overriding driver of the B3 rating is the single site plant
for Sterling's operations located on the Texas gulf coast.  The
lower ratings reflect the company's continuing operating losses
combined with the termination of the plasticizers production
agreement with BASF at the end of 2010.  Sterling's revenues have
been declining since 2006 as one of the company's three product
lines have been closed and the plasticizers segment is currently
under review.  Sterling is now reliant on the sales of acetic acid
to a single customer BP Amoco Chemical Company.  Sterling is BP
Chemicals' sole source of acetic acid production in the Americas.
BP Chemicals markets all of the acetic acid that Sterling produces
and pays Sterling, among other amounts, a portion of the profits
derived from its sales of Sterling's acetic acid.  In addition, BP
Chemicals reimburses Sterling for 100% of Sterling's fixed and
variable costs of production, other than specified indirect costs.

For 2008, the BP Chemicals relationship generated $130 million in
revenues and $28 million in gross profit.  In 2009 performance was
negatively impacted by an acetic acid plant turn around.  For the
first six months of 2010 ending June 30, 2010 revenues and gross
profit were $49 million and $7 million, respectively.  Moody's
believes that this represents BP Chemicals only North American
based acetic acid production and due to the low price outlook for
natural gas this production will likely maintain a cost advantage
relative to other global competitors.

A further rating concern centers on Sterling management's timing,
size, and pace of acquisitions.  In May 2010 management publicly
announced a board backed decision to focus its search for
acquisition candidates on companies or assets involved in chemical
distribution, specialty chemical manufacture or bulk, petroleum
and chemical storage or logistics.  Management anticipates that
the structure of the financing for any such acquisition will be
flexible and determined by, among other things, the
characteristics of the acquisition target.  The acquisition price
may involve a cash purchase, a merger, an exchange of stock or
another financing mechanism, or the formation of a joint venture
or other business partnership.  Management has suggested publicly
that the current strength of their balance sheet, with a current
cash position of over $120 million, should enable Sterling to
close quickly on any attractive and accretive acquisition
opportunity.  Moody's would view the use of cash for acquisitions
as a potential negative for credit quality, absent an increase in
stable EBITDA from a proposed venture.  The current cash balance,
for now, is a key support to Sterling's credit profile given that
at the end of June 2010 cash on the balance sheet approximates
total debt; $121.5 million of cash versus $123 million of long
term debt.  The $123 million of long term debt on the balance
sheet reflects the company's purchase of $27 million of the notes
in late 2009 and early 2010 and these notes remain outstanding.
Moody's note that as of June 30, 2010, Sterling was in compliance
with the covenants on its public debt.

Ratings Downgraded

Issuer: Sterling Chemicals, Inc.

  -- Corporate Family Rating, Lowered to B3 from B2
  -- Probability of Default Rating, Lowered to B3 from B2
  -- Senior Secured Notes due 2015, Lowered to B3 from B2 LGD3 38%

Outlook Actions:

Issuer: Sterling Chemicals, Inc.

  -- Outlook, Changed To Negative from Rating Under Review

The ratings for the notes due debt instruments reflect both the
overall Probability of Default for Sterling, to which Moody's has
assigned a B3 PDR, and an average mean family loss given default
assessment of 50%, in line with Moody's LGD Methodology.  The
notes are secured by a first lien against all the property plant
and equipment of Sterling.  However, Moody's notes that there is
the potential for modest carve outs of this security package going
forward and Moody's will review the security carve outs and their
impact on credit support at such time.  The net book value of PP&E
has declined from $287 million at the end of 2002 to $63 million
at the end of June 2010.  This decline of $224 million resulted
largely from asset impairments to pp&e in 2004 and 2006 totaling
$150 million.  Moody's views pp&e values, absent potential carve
outs, as being in excess of the net book value reported.
Sterling's plant site covers an area of 290 acres, is
strategically located on Galveston Bay and benefits from a deep-
water dock capable of handling ships with up to a 40-foot draft,
as well as four barge docks, direct access to Union Pacific and
Burlington Northern railways, 135 acres of available land zoned
for heavy industrial use, additional land zoned for light
industrial use and a supportive political environment for growth.
In addition the site is in the heart of one of the largest
petrochemical complexes on the Gulf Coast and as a result has on-
site access to a number of key raw material pipelines as well as
close proximity to a number of the larger refinery complexes that
provide some of Sterling's principal raw materials.

The notes, which comprise the bulk of the company's debt capital
structure, are rated B3 (LGD3-38%), the same rating as the B3 CFR.
This rating is one notch lower than the LGD methodology-implied
rating suggested by the modeling template.  The rating committee
override more appropriately reflects the perceived importance/size
of these note obligations relative to the overall waterfall of
debt and other non-debt claims.

The outlook is negative reflecting the loss of business and the
possible reduction of cash balances from growth initiatives.
Upside to the rating is limited at the present due to uncertainty
surrounding the company's acquisition plans and future operational
goals.  An upward revision to the rating could be considered as
the company develops a successful operational and sustainable
track record over 4-8 quarters and demonstrates improved credit
metrics, especially if free cash flow to debt were to sustainably
approach 4%.  The ratings could come under pressure in the event
of a faster than anticipated deterioration in the remaining acetic
acid business or if free cash flow were to remain negative through
2011.

Headquartered in Houston Texas, Sterling is a producer of selected
petrochemicals used to manufacture a wide array of consumer goods
and industrial products throughout the world.  The company's
primary products are currently acetic acid and plasticizers.
Revenues for the LTM period ended June 30, 2010 were $118 million.


STONE, MCKINNON: Case Summary & 4 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Stone, McKinnon Investments, LLC
        285 James Street
        Holland, MI 49424

Bankruptcy Case No.: 10-12771

Chapter 11 Petition Date: October 26, 2010

Court: United States Bankruptcy Court
       Western District of Michigan (Grand Rapids)

Judge: Jeffrey R. Hughes

Debtor's Counsel: James D. Stone, Esq.
                  JAMES D. STONE & ASSOCIATES, PC
                  10969 Paw Paw Dr.
                  Holland, MI 49424
                  Tel: (616) 392-5585
                  E-mail: jds@jdstone.net

Scheduled Assets: $1,220,000

Scheduled Debts: $1,790,609

A list of the Company's four largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/miwb10-12771.pdf

The petition was signed by Nelson J. Stone, managing member.


TED WHITE: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Ted Andrew White
        3077 Jennifer Way
        San Jose, CA 95124

Bankruptcy Case No.: 10-61187

Chapter 11 Petition Date: October 27, 2010

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

Judge: Charles Novack

Debtor's Counsel: Rattan Dev S. Dhaliwal, Esq.
                  LAW OFFICES OF DHALIWAL AND ROUHANI
                  2005 De La Cruz Boulevard, #185
                  Santa Clara, CA 95050
                  Tel: (408) 988-7722
                  E-mail: rdsdhaliwal@yahoo.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 20 largest unsecured creditors filed together
with the petition is available for
free at:
http://bankrupt.com/misc/canb10-61187.pdf


TENX BIOPHARMA: Creditors Want Court to Order Ch. 11 Trustee
------------------------------------------------------------
Jim Myer, Brian Filippini, Concord Management Group, Inc., John
Holyoake, Maurice Briggs and Shayne A. Ballard ask the U.S.
Bankruptcy Court for the Eastern District of Pennsylvania to
appoint a Chapter 11 trustee in Tenx Biopharma, Inc.'s bankruptcy
case.

Jim Myer, et al., hold claims against the Debtor in excess of
$107,524.21 related to unpaid wages, commissions and invoices for
consulting work as well as rent.

Jim Myer, et al., said that as of the Petition Date, a significant
dispute exists related to the control of the Debtor which, if
permitted to go on much longer, would jeopardize existing clinical
trials.  According to Jim Myer, et al., a failure to appropriately
run existing clinical trials not only devalues the Debtor's estate
but also puts successful FDA registration for zanolimumab in harms
way.

According to Jim Myer, et al., two factions of investors exist as
of the Petition Date that dispute ownership, sale opportunities as
well as development opportunities.  Faction A investors are in
possession of a bona fide term sheet, resulting from technical as
well as corporate due diligence, outlining an agreement to acquire
the product rites of zanolimumab and continue the current clinical
development in exchange for assumption of liabilities and ongoing
operating expenses through and including the date of closing.
Faction B investors are in possession of a term sheet that lacks a
commitment to develop clinical programs, includes no assumption of
liabilities and is not based on due diligence.

Jim Myer, et al., said that due to the Faction A v. Faction B
dispute, issues arose related to a potential Patriot Act issue
upon which original corporate counsel rendered an opinion to
investors.

The Debtor has already applied for an IRS grant derivative of the
Healthcare Bill, notice of the initial payment of approximately
$587,527 will be sent to the Debtor by October 29, 2010, with the
remaining payment of approximately $3,421,373 to be made in
January 2011.

According to Jim Myer, et al., the IRS Grant funds are necessary
to sufficiently operate ongoing clinical trials, but the Faction A
v. Faction B dispute jeopardizes the use of the grant.

A Chapter 11 trustee will evaluate and approve the potential sale
of the Debtor's assets as well as safeguard any and all incoming
grants, Jim Myer, et al., stated.

Tenx Biopharma, Inc., is a biopharmaceutical company focused on
late stage development and launch of novel cancer products.

Jim Myer, Brian Filippini, Concord Management Group, Inc., John
Holyoake, Maurice Briggs and Shayne A. Ballard filed an
involuntary Chapter 11 petition for Tenx Biopharma on October 15,
2010 (Bankr. E.D. Pa. Case No. 10-18968).  The petitioners are
represented by Albert A. Ciardi, III, Esq., at Ciardi Ciardi &
Astin, P.C.


TERRESTAR NETWORKS: Canadian Court OKs TSN as Foreign Rep.
----------------------------------------------------------
TerreStar Networks Inc. sought and obtained an order from the
Ontario Superior Court of Justice (Commercial List), declaring it
a "foreign representative" of itself and the other U.S. Debtors
to bring recognition proceedings pursuant to Section 45(1) of the
Companies' Creditors Arrangement Act, as amended.

Judge Sean Lane of the U.S. Bankruptcy Court for the Southern
District of New York earlier authorized TerreStar Networks, Inc.
to act as the foreign representative on behalf of the Debtors'
estates in the proceedings to be initiated pursuant to the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List) in Toronto, Ontario, Canada.

As Foreign Representative, TSN is authorized by the Bankruptcy
Court and will have the power to act in any way permitted by
applicable foreign law, including, but not limited to:

   (i) seeking recognition of the Debtors' Chapter 11 cases in
       the Canadian Proceedings;

  (ii) asking that the Canadian Court lend assistance to the
       Bankruptcy Court in protecting the property of the
       Debtors' estates; and

(iii) seeking any other appropriate relief from the Canadian
       Court that TSN deems just and proper in the furtherance
       of the protection of the Debtors' estates.

                     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: Non-Debtor Parent's Common Delisted by NASDAQ
-----------------------------------------------------------------
TerreStar Corporation disclosed in a regulatory filing with the
U.S. Securities and Exchange Commission that it received a notice
on October 20, 2010, a notice from The NASDAQ Listing
Qualifications Staff stating that the Company's securities will
be delisted from The NASDAQ Stock Market LLC.

The decision was reached by the NASDAQ Staff under NASDAQ Listing
Rules 5101, 5110(b) and IM-5101-1 following the Company's
announcement on October 19, 2010, that TerreStar Networks Inc., a
majority-owned subsidiary of TerreStar Corp., and certain of its
affiliates filed for voluntary reorganization under Chapter 11 of
the United States Bankruptcy Code in the United States Bankruptcy
Court for the Southern District of New York.

TerreStar Corp. is not a debtor in the Chapter 11 cases.

TerreStar Corp. discloses that it does not plan to appeal the
NASDAQ Staff's determination to delist its common stock.

Accordingly, trading of TerreStar's common stock will be
suspended at the opening of business on October 29, 2010, and a
Form 25-NSE will be filed with the SEC, which will remove
TerreStar's securities from listing and registration on the
NASDAQ.

After the Company's common stock is delisted by NASDAQ, it may
trade on the OTC Bulletin Board or the Pink ITC Markets Inc, but
only if at least one market maker decides to quote the Company's
common stock.

There is no assurance that any market maker will decide to quote
the Company's common stock immediately following delisting by
NASDAQ or at all, and thus there is no assurance that the
Company's common stock will be eligible to trade on the OTC BB or
the Pink Sheets, TerreStar Corp. General Counsel and Secretary
Douglas Brandon says.

              TerreStar Corp. Obtains $1.25MM Loan,
              Executes Tolling Agreement w/Highland

In a related development, TerreStar Corp. reveals to the SEC that
it obtained a commitment for a $1,250,000 non-amortizing multiple
draw term loan facility from Highland Capital Management L.P.,
Solus Alternative Asset Management LP, and Harbinger Capital
Partners LLC.  The Company intends to use the loan proceeds for
operating expenses and lender expenses.

The TSC Loan is guaranteed by TerreStar Holdings Inc. and will be
secured by a perfected security interest and lien on all of the
Loan Parties' assets.

The TSC Term Loan bears a 12.5% interest per annum, payable in
cash.  The interest rate will increase by 2.00% per annum in the
occurrence of an event of default.

The TSC Loan Facility provides for a commitment fee equal to 5%
of the maximum amount of the aggregate loan commitments, payable
to the Lenders.

In connection with the Loan Commitment, TerreStar Corp. entered
into an agreement with James D. Dondero, Highland Capital
Management, L.P., and its affiliates, for the tolling of certain
claims and the dismissal, without prejudice, of three pending
lawsuits.  Pursuant to the agreement:

  -- Highland dismissed two lawsuits against TerreStar, which
     were pending in a Texas state district court and the
     Delaware Court of Chancery and involve Highland's purchase
     and ownership of TerreStar's Series A Preferred Stock; and

  -- TerreStar dismissed its lawsuit against Mr. Dondero, also
     pending in Texas state district court, concerning Mr.
     Dondero's actions during his former service as a member of
     the Board of Directors of Motient Corporation, as TerreStar
     was formerly known.

Among other provisions, the parties agreed that in the event any
of the lawsuits are re-filed, the running of statutes of
limitation, laches, and other time limitations are tolled during
the term of the agreement.

                     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: Receives Initial CCAA Stay
----------------------------------------------
The Honorable Mr. Justice Morawetz of the Ontario Superior Court
of Justice (Commercial List) entered an order on October 20,
2010, pursuant to the Companies' Creditors Arrangement Act,
R.S.C. 1985, c. C-36, as amended, for a stay of any claims,
rights, liens or proceedings against or in respect of TerreStar
Networks Inc. and each of the U.S. Debtors.

The Canadian Court issued the Stay Order upon the request of TSN,
in its capacity as the foreign representative of the U.S. Debtors
and on its own behalf.

No proceeding or enforcement process in any court or tribunal in
Canada, including a proceeding taken or that might be taken
against the U.S. Debtors under the Bankruptcy and Insolvency Act,
R.S.C. 1985, c. B-3 or the Winding-up and Restructuring Act,
R.S.C. 1985, c. W-11, may be commenced or continued with respect
to the U.S. Debtors, Mr. Justice Morawetz ruled.

Any and all proceedings under way against the U.S. Debtors are
stayed and suspended pending further order of the Canadian Court.

No proceeding may also be commenced or continued against any of
the U.S. Debtors' former, current or future directors or officers
that relates to the U.S. Debtors until a plan of reorganization
for the U.S. Debtors is recognized by the Canadian Court.

All rights and remedies in Canada of any individual, firm,
corporation, governmental, or other entity with respect to the
business or property of the U.S. Debtors are stayed and
suspended.

All Persons having oral or written agreements with the U.S.
Debtors or statutory or mandatory mandates for the supply of
goods and services are restrained until further order of the
Canadian Court from altering or terminating the supply of those
goods or services.

TSN asserts that the Stay of the Proceedings in Canada is
essential to protect the efforts of the U.S. Debtors to proceed
in the Chapter 11 cases with, and formalize, a restructuring
plan, particularly in light of certain key assets within Canada
owned by the Debtors.

                     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: Seeks Canada's Recognition of Ch. 11 Cases
--------------------------------------------------------------
TerreStar Networks Inc., in its capacity as the foreign
representative of the U.S. Debtors and on its own behalf, sought
and obtained an order from the Ontario Superior Court of Justice
(Commercial List) declaring and recognizing the proceedings
commenced by the U.S. Debtors in the U.S. Bankruptcy Court for
the Southern District of New York pursuant to Chapter 11 of the
Bankruptcy Code as a "foreign main proceeding" for purposes of
Section 47 of the Companies' Creditors Arrangement Act, R.S.C.
1985, c. C-36, as amended.

TerreStar operates a next-generation mobile satellite service
that provides mobile coverage throughout the U.S. and Canada.  To
expand its mobile network into Canada, the Canadian corporate
component of TerreStar's operations -- comprised TerreStar
Networks Holdings (Canada) Inc., TerreStar Networks (Canada)
Inc., and 0887929 B.C. Ltd. -- was formed to hold Industry Canada
licenses, authorizations and approvals and certain other assets
to facilitate compliance with then-existing Canadian regulations.
The Canadian corporate component of TerreStar is principally
financed by TerreStar U.S. operations and employs 6 of the U.S.
Debtors' 107 employees.

TerreStar's Chapter 11 cases are given full force and effect in
all provinces and territories of Canada pursuant to the CCAA, the
Canadian Court rules.

A recognition of the Chapter 11 cases is important to ensure that
all interested parties cooperate in the restructuring proceedings
of the U.S. Debtors, TSN maintained.

The Canadian Court also recognizes the terms of certain orders
entered by the U.S. Court in the Chapter 11 cases.  They include
the Bankruptcy Court orders:

  -- authorizing TSN as foreign representative pursuant to
     Section 1505 of the Bankruptcy Code;

  -- on the joint administration of related Chapter 11 cases;

  -- on an interim approval for the U.S. Debtors to obtain
     postpetition financing;

  -- on an interim approval for the U.S. Debtors to continue
     using their existing Cash Management System; and

  -- on an interim approval for the U.S. Debtors to continue
     honoring their prepetition employee obligations and
     employee benefit programs.

                     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)


THIELE BODY: To Be Auctioned November 30, 2010 in Pennsylvania
--------------------------------------------------------------
After 108 years in business, Thiele Manufacturing, LLC real estate
and equipment will be sold at a lender-ordered auction Tuesday,
Nov. 30, 2010 at 11 a.m., onsite at 111 Spruce St., Windber, Penn.

Maas Companies Inc, a Rochester, Minn. auction company that
specializes in real estate, industrial plants, equipment and
special assets will conduct the auction.  The property includes
191,411 sq. ft. on 19 acres that will sell as one tract. The
equipment will sell in piecemeal to the highest bidder.

Founded in 1901, Thiele Body Company was established by W. J.
Thiele who manufactured horse drawn wagons.  The business
transitioned to Thiele Manufacturing, LLC which developed,
manufactured and sold hauling equipment and dump truck bodies made
of steel, stainless steel, and aluminum for municipal and
contractor use.  In 2008, the company voluntarily filed for
bankruptcy Chapter 11 reorganization, later converting to
Chapter 7 and resulting in business closure and liquidation of
assets.


TRANT MANOR: Taps Vanderhoff Law as General Bankruptcy Counsel
--------------------------------------------------------------
Trant Manor, LLC, asks for authorization from the Hon. Margaret M.
Mann of the U.S. Bankruptcy Court for the Southern District of
California to employ the Vanderhoff Law Group as general
bankruptcy counsel.

Vanderhoff Law will provide the Debtor bankruptcy advice and
represent the Debtor in its Chapter 11 bankruptcy case.

Vanderhoff Law will be paid based on the hourly rates of its
personnel:

     Alan Vanderhoff                         $375
     Jeanne Vanderhoff                       $355
     Barbara Gross                           $295

Alan Vanderhoff, Esq., an attorney at Vanderhoff Law, assures the
Court that the firm is "disinterested" as that term is defined in
Section 101(14) of the Bankruptcy Code.

Coronado, California-based Trant Manor, LLC, filed for Chapter 11
bankruptcy protection on July 31, 2010 (Bankr. S.D. Calif. Case
No. 10-13663).  In its schedules, the Debtor disclosed $10,453,395
in assets and $9,488,580 in debts as of the Petition Date.


TRIBUNE CO: Has Approval for Levine as Litigation Counsel
---------------------------------------------------------
Tribune Co. and its units received the U.S. Bankruptcy Court's
authority to employ Levine Sullivan Koch & Schulz, LLP, as their
special counsel for certain litigation matters nunc pro tunc to
September 1, 2010.

The Debtors certified to the Court that no objection was filed as
to the application to employ Levine.

The Debtors relate that they filed the application for the limited
purpose of converting Levine's existing retention as an ordinary
course professional into a retention pursuant to Sections 327(e)
and 1107 of the Bankruptcy Code given that they expect that Levine
is likely to exceed the monthly cap on its services applicable
under the OCP Order on a regular basis in the future.

The Litigation Matters on which Levine represents the Debtors
generally involve allegations of libel or other related causes of
action that go to the heart of the Debtors' news business.  The
Debtors relate that in recent months, Levine has represented them
with respect to various Litigation Matters that have arisen
subsequent to the Petition Date as well as in pre-existing
Litigation Matters involving their employees in connection with
acts undertaken within the scope of their employment that are not
subject to the automatic stay.

According to the Debtors, the representations by Levine on matters
arising postpetition, taken together with Levine's pre-existing
representations in various disputed prepetition claims, caused by
Levine's fees to slightly exceed the average Monthly Cap of
$50,000 for January-February 2010 and are expected to do so again
in September 2010.  Moreover, the Debtors maintain that the
Litigation Matters on which Levine now represents or may represent
in the future are now at a level of activity that makes it likely
that Levine will exceed the existing Monthly Cap on a regular
basis going forward.

The Debtors will pay Levine pursuant to the firm's discounted
billing rates:

  Professional                     Rate/Hour
  ------------                     ---------
  Partners                         $400-$425
  Associates                       $285-$340
  Paraprofessionals                $190

The Debtors will also reimburse Levine for its out-of-pocket
expenses and internal charges, travel expenses, transcription
costs, charges and fees of outside vendors, consultants and
service providers, as well as non-ordinary overhead expenses.

Seth D. Berlin, Esq., at Levine Sullivan Koch & Schulz, LLP, in
Wilmington, Delaware, assures the Court that Levine does not hold
or represent an interest adverse to the Debtors or their estates
in matters upon which it continues to be engaged.

                          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 Chapter 11 Trustee Appointment
------------------------------------------------------------
Tribune Co. and its debtor-affiliates, the Official Committee of
Unsecured Creditors, JPMorgan Chase Bank, N.A., and JPMorgan
Securities, Inc., and the Credit Agreement Lenders object to the
motion of Aurelius Capital Management, LP, for the appointment of
a Chapter 11 Trustee in the Debtors' bankruptcy cases.

(a) Debtors

The Debtors aver that displacement of a debtor-in-possession
through the appointment of a trustee is a rare and extraordinary
remedy, warranted in only the most egregious of circumstances
typically involving gross mismanagement, pervasive fraud,
misappropriation of assets, or absolute deadlock.  Aurelius has
not met and cannot meet its heavy burden, the Debtors argue.

The Debtors maintain that the Creditors' Committee is fully
capable of pursuing the LBO-Related Claims on behalf of the
estates, and the Court's prior appointment of special litigation
counsel for the Committee ensures that the Committee's litigation
decisions will be made on the basis of independent advice not
subject to challenge on the grounds that punches may have been
pulled.

The Debtors relate that the settlements recently reached with
certain of their key creditor constituencies and set forth in the
recently filed Plan of Reorganization further reflect their
ongoing efforts to overcome the complexities posed by the many
competing and often conflicting interests in their bankruptcy
cases and to achieve a reasonable resolution of the issues that
have divided parties.

Moreover, the Debtors assert that the fact that certain members of
the Tribune Company's Board of Directors and of management may
have an interest in the resolution of the LBO-Related Claims does
not constitute grounds for appointment of a trustee, where the
Debtors are fully capable of exercising their fiduciary duties,
including by negotiating and proposing a confirmable plan
consistent with those duties.

(b) Creditors' Committee

The Creditors' Committee asserts that the appointment of a trustee
is unwarranted, especially in light of recent developments -- the
settlement of certain LBO-Related Claims and the filing of a
reorganization plan reflecting that settlement.

According to the Committee, even if the Mediation Settlement were
not to be consummated, there are still no grounds for the
appointment of a trustee.

The premise underlying the Motion is that the Debtors and the
Committee are conflicted with respect to the 2007 leveraged buyout
of Tribune and unable and unwilling to assert related claims
arising from that transaction.  That premise is entirely
unfounded, Daniel B. Rath, Esq., at Landis Rath & Cobb LLP, in
Wilmington, Delaware, argues for the Creditors' Committee.

Mr. Rath maintains that to bring in a trustee and displace the
Debtors' management at this point in the Debtors' cases would be
inappropriate and wasteful.  He avers that a trustee would
inevitably duplicate the efforts of the Debtors and the Committee,
needlessly consume estate resources, and further complicate the
Debtors' cases.  He adds that there is no need to inject a new set
of professionals who would need to spend substantial time becoming
familiar with the Debtors, their business and the history of the
Debtors' bankruptcy cases.

"The Motion is an overt tactical move by a creditor unhappy with
positions taken by the Debtors and the Committee," Mr. Rath tells
the Court.  "The Court should not advance Aurelius's interests
ahead of, and at the expense of, the broad and balanced interests
of unsecured creditors generally, interests which only the
Committee, and no individual creditor, can fairly represent," he
continues.

(c) JPMorgan

JPMorgan tells the Court that all conceivable claims have been
exhaustively investigated by numerous interested and disinterested
parties, the Committee stands poised to preserve those Claims if
necessary, and various parties, including Aurelius, are preparing
to file competing plans layouting out their alternative
conceptions of how the Claims should be resolved.  According to
JPMorgan, appointment of a trustee will do nothing more than add
delay to the Debtors' already costly and protracted proceedings.

JPMorgan asserts that it becomes apparent that Aurelius is simply
using the Motion as a vehicle to delay resolution of the issues
that are now ripe for decision as part of its strategy to extract
outsized recoveries by holding the value of the estate hostage
through delay.

According to JPMorgan, in light of the imminent consideration for
confirmation of competing plans in the Debtors' cases, the Motion
is, at best, premature and should at a minimum be deferred until
after the Court has an opportunity to consider and decide whether
any of the competing conceptions of how to resolve the Claims
should prevail.

(d) Credit Agreement Lenders

According to the Credit Agreement Lenders, the Motion should be
seen for what it is -- a tactical artifice by a creditor seeking
to exploit hold-up leverage without regard for the best interests
of the estates.  As all parties now have a full and fair shot at
proposing and confirming a plan on a level playing field, there is
no need whatsoever for a trustee, the Credit Agreement Lenders
maintain.

                          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: Wins Approval for Novack as Special Counsel
-------------------------------------------------------
Tribune Co. and its units received the U.S. Bankruptcy Court's
authority to employ Novack and Macey LLP pursuant to Sections
327(e) and 1107 of the Bankruptcy Code, nunc pro tunc to
August 26, 2010.

Novack and Macey will be employed as special counsel for the
limited purpose of representing and advising the Debtors in
connection with certain potential claims that they may have
against Morgan Stanley Capital Services, Inc., Morgan Stanley &
Co., Inc., and affiliated companies.

The Debtors' Amended Joint Plan of Reorganization defined "Morgan
Stanley Claims" as all claims, rights of actions, suits or
proceedings, that the Debtors may have against Morgan Stanley,
including but not limited to rights, claims, and actions arising
from or related to:

  (a) the acquisition, sale or disposition of any notes, bonds
      or other indebtedness held by Morgan Stanley;

  (b) the interest rate swap transaction executed pursuant to
      the ISDA Master Agreement dated as of August 5, 1994,
      between the Times Mirror Company and Morgan Stanley and
      any set-offs of claims arising from those interest rate
      swap transactions; and

  (c) any advisory engagement or potential advisory engagement
      of, and advice given by, Morgan Stanley, including but not
      limited to:

        (i) any transaction related to leveraged buy-out of
            Tribune that occurred in 2007, including, without
            limitation, the purchase by Tribune of its common
            stock on June 4, 2007, the merger and related
            transactions involving Tribune on December 20, 2007,
            the merger and related transactions involving
            Tribune on December 20, 2007, and any financing
            committed to, incurred, or repaid in connection with
            any transaction; and

       (ii) the agreement between Tribune and Morgan Stanley
            dated as of November 30, 2008, regardless of whether
            those rights, claims and actions may be asserted
            pursuant to the Bankruptcy Code or any applicable
            law.

The Debtors assure the Court that the discrete services to be
performed by Novack and Macey will not be duplicative of their
employment of any other professionals in their Chapter 11 cases.

The Debtors have selected Novack and Macey because the firm has
extensive experience in matters related to the financial industry.

The Debtors will pay Novack and Macey pursuant to the firm's
currently hourly rates:

  Title                     Rate/Hour
  -----                     ---------
  Partners                  $375-$650
  Associates                $215-$375
  Para-professionals        $165

The Debtors will also reimburse Novack and Macey for its out-of-
pocket expenses and internal charges incurred in the rendition of
services.

Stephen Novack, Esq., at Novack and Macey LLP, in Chicago,
Illinois, assures the Court that his firm does not hold or
represent any interest adverse to the Debtors or the Debtors'
estates on the matters upon which Novack and Macey is to be
retained.

                          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)


TROPICANA ENTERTAINMENT: Castillejas Pursue Late Admin. Claim
-------------------------------------------------------------
Briana Castilleja and Shirley Gallego, on behalf of Larissa
Castilleja, ask the U.S. Bankruptcy Court for the District of
Delaware to allow the assertion of their late-filed
administrative expense claim in relation to a postpetition
wrongful death or personal injury cause of action related to
Larissa Castilleja's death.

The Claimants assert that on September 9, 2009, Larissa
Castilleja was tragically killed in a vehicular accident
involving a van driven by Gino Salvatore Gagliardi, an
intoxicated employee of the Reorganized OpCo Debtor Columbia
Properties Laughlin, LLC, dba River Palms Resort and Casino, at
the time of the accident.

Accordingly, the Claimants' administrative expense claim arose on
September 9, 2009, Daniel K. Hogan, Esq., at The Hogan Firm, in
Wilmington, Delaware, points out.

The Reorganized OpCo Debtors, specifically Debtor CPL, knew or
should have known of the Claimants' potential for an
administrative expense claim at the time Mr. Gagliardi pled
guilty on April 5, 2010, which was two days before the
Administrative Claim Bar Date, Mr. Hogan argues.  Mr. Gagliardi
was subsequently sentenced for manslaughter on May 21, 2010.

"A reasonably diligent search of the Reorganized OpCo Debtors'
books and records would certainly have illuminated this incident
and given the Reorganized OpCo Debtors pause to consider their
potential for vicarious and dram shop liability by Larissa
Castillejo's survivors," Mr. Hogan points out.

Larissa Castilleja's daughter and mother -- Briana Castilleja and
Shirley Gallego -- thus assert their Administrative Claim
Allowance Motion on the basis that they were "known creditors" of
the Reorganized OpCo Debtors and were, thereby, constitutionally
entitled to actual notice of the confirmation hearing of the
Debtors' Chapter 11 Plan but that no notice was ever received.

In the alternative, Mr. Hogan contends, should the Claimants be
found to be "unknown creditors", the doctrine of excusable
neglect permits the late filing of their administrative expense
claim in these bankruptcy proceedings.

Mr. Hogan asserts that the loss and damages sustained by the
Claimants were incurred after the Petition Date and after the
May 26, 2009 publication of the Notice of Confirmation Hearing in
The Wall Street Journal, thereby preventing requisite notice to
the Claimants.

Mr. Hogan maintains that there is no danger of prejudice to the
Reorganized OpCo Debtors by the allowance of the Claimants'
administrative expense claim.  Should any prejudice be found, he
says that "such prejudice is the result of [the] Reorganized OpCo
Debtors' failure to perform a reasonably diligent search for
potential creditors and their ensuing failure to provide
requisite notice to all such potential creditors."

Moreover, Mr. Hogan assures the Court that "there is no
possibility" that the allowance and payment of the Claimants'
administrative expense claim will open the floodgates for other
similar claims as Larissa Castilleja was the sole victim of the
tragic accident giving rise to the claim.  There are no other
potential creditors to this isolated incident, he points out.

Should the Court determine that the Claimants are not entitled to
file a late administrative expense claim, the Claimants ask that
they be granted relief by a determination that their
administrative expense claim was not discharged in bankruptcy,
thereby allowing them to commence a wrongful death or personal
injury claim against the Reorganized OpCo Debtors.

                   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: LandCo Debtors Submit 3rd Qtr Report
-------------------------------------------------------------
Marie Ramsey, vice president of finance of the LandCo Debtors,
submitted separate post-confirmation quarterly summary
reports of the LandCo Debtors for the reporting period from
July 1, 2010, to September 30, 2010:

                                    Beginning     Ending
LandCo Debtor                      Cash Balance  Cash Balance
-------------                      ------------  ------------
Adamar of Nevada Corporation                 $0            $0
Hotel Ramada of Nevada Corporation            0             0
Tropicana Development Company LLC             0             0
Tropicana Enterprises                         0             0
Tropicana Las Vegas Holdings, LLC             0             0
Tropicana Las Vegas Resort and Casino LLC     0             0
Tropicana Real Estate Company, LLC            0             0

The Chapter 11 Plan of the LandCo Debtors was confirmed on May 5,
2009, and was subsequently declared effective on July 1, 2009.

                   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: Reaches Deal With Culinary Trust Fund
--------------------------------------------------------------
The Liquidating LandCo Debtors and the fiduciaries of the Hotel
Employees and Restaurant Employees International Union Welfare
Fund and the Southern Nevada Culinary and Bartenders Pension
Trust Fund entered into a written settlement agreement on
October 18, 2010, for the resolution of all claims asserted
against the Tropicana Entities that relate to events arising or
occurring on or before June 30, 2009 -- the Claim Measurement
Date -- including Claim No. 2072 and the July 31, 2009 Notice of
Potential Administrative Claims Upon Completion of Compliance
Audit.  The Stipulation also resolves the Culinary Trust Funds's
Lift Stay Motion.

The salient terms of the Stipulation are:

  (a) In full and complete settlement and resolution of Claim
      No. 2072 and any and all other claims of the Culinary
      Trust Funds against the Liquidating LandCo Debtors, Claim
      No. 2072 will be fixed at and constitute an Allowed Other
      Priority Claim against Hotel Ramada of Nevada for $11,661.

      The Settlement Payment includes all amounts due and owing
      to the Culinary Trust Funds related to the lessee
      operations of Mizuno's Japanese Steakhouse.  The Allowed
      Claim will be classified into and treated in accordance
      with Class 1 Other Priority Claims under the First Amended
      LandCo Plan.

  (b) Upon receipt of the Settlement Payment, the Culinary Trust
      Funds will forever release and discharge the Liquidating
      LandCo Debtors, Tropicana Las Vegas, Inc. or Trop LV,
      Tropicana Las Vegas Hotel and Resort, Inc., Tropicana Las
      Vegas Intermediate Holdings Inc. -- collectively, the
      Tropicana Entities -- from any and all claims, damages and
      obligations that relate to events arising or occurring on
      or before June 30, 2009.

      However, the Culinary Trust Funds will not be deemed to
      include the claims asserted in their October 21, 2009
      Complaint in the United States District Court for the
      District of Nevada against, among other parties, Trop LV,
      solely related to the operation of The Comedy Stop at the
      Tropicana Las Vegas Resort and Casino, and any claims that
      relate to events arising or occurring on or after June 30,
      2009.

  (c) Except as may be necessary to enforce their rights
      pursuant to the Stipulation, the Culinary Trust Funds
      covenant with the Tropicana Entities that they will
      forever refrain from instituting and pursuing any claims
      that exist or has existed or accrued on or before June 30,
      2009.  The Stipulation constitutes a full and complete
      defense to any claim, demand or action, which may be
      brought on behalf of the Culinary Trust Funds.

The parties' Stipulation may only become effective after the
satisfaction of these conditions:

  (1) Trop LV will have entered into an agreement with the
      Culinary Workers Union, Local No. 226 and the Bartenders
      Union, Local No. 165, which amends the Side Letter #3 of
      the Collective Bargaining Agreement dated June 1, 2007.

  (2) Trop LV and the Culinary Trust Funds will have entered
      into, and file with the District Court, a Stipulation for
      Voluntary Dismissal Without Prejudice to dismiss the
      Complaint, subject to reinstatement only by entry of an
      order by the U.S. Bankruptcy Court for the District of
      Delaware granting the Culinary Trust Fund authority to
      proceed with the reinstatement.

  (3) The Culinary Trust Funds will have withdrawn the Lift Stay
      Motion it filed, without prejudice and subject to
      reinstatement.

                   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).


TRUMAN FAMILY: Files Schedules of Assets and Liabilities
--------------------------------------------------------
Truman Family Limited Partnership filed with the U.S. Bankruptcy
Court for the District of Nevada its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                $3,228,456
  B. Personal Property           $11,661,582
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $16,017,334
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                            $8,609
                                 -----------      -----------
        TOTAL                    $14,890,038      $16,025,943

Las Vegas, Nevada-based Truman Family Limited Partnership filed
for Chapter 11 bankruptcy protection on September 3, 2010 (Bankr.
D. Nev. Case No. 10-26871).  David J. Winterton, Esq., who has an
office in Las Vegas, Nevada, assists the Debtor in its
restructuring effort.


TWIN CITY STORES: 13 Oasis Stores Could Sell Below Existing Debt
----------------------------------------------------------------
The 13 Oasis convenience stores being sold at auction in the Twin
Cities metro area will likely sell for less than the current debt
owed on the properties, according to bankruptcy trustee John
Hedback.  But the buyers will have clear, debt free titles.

"It's a definite possibility that the lender will take a loss on
these, but that's just a reality of the current economic climate.
For the buyers, any existing debt on the property they buy is
irrelevant, because each property will be conveyed debt free, with
a clear title," said Hedback.

That, he said, means the auction gives bidders a rare opportunity
to acquire the stores at a substantial discount.  The sale
includes stores in Inver Grove Heights, Hopkins, Eagan, Brooklyn
Park, Burnsville, Robbinsdale, Cannon Falls, Minnetonka, New
Brighton, South St. Paul and St. Louis Park.  The stores were
owned by Twin Cities Stores, Inc., doing business as Oasis Stores.

"Right now, the stores are empty, but all have operated within the
last few months, and they are ready so that someone can move in
and start operating immediately," said Kim Hagen, president of
Hagen Realty Group, which is managing the sale.

The auction is being conducted in two phases. Sealed bids are
being accepted through Friday, Nov. 12, and a live auction will
follow on Tuesday, Nov. 16, according to Hagen.  "Some sealed bids
may be accepted, so individuals need to go ahead and make offers
in case the store they want isn't available in the live auction,"
he said.  All high bids are subject to the approval of the U.S.
Bankruptcy Court.

The live auction will be held at 2 p.m. at the Marriott
Minneapolis West, 9960 Wayzata Boulevard, St. Louis Park, Minn.
Individuals interested in additional information about the auction
may contact the auction company at 800-942-6475 or visit
www.hrgsold.com. Representatives will be available to guide
inspections of the property the week of Nov. 1.

Hagen Realty Group, based in Carrollton, Ga., with offices in
Austin, Texas, and Port St. Lucie, Fla., is a national asset
disposition firm offering accelerated marketing for real estate
through accelerated listings, public outcry auctions, sealed bid
auctions, and Internet auctions to maximize dollar value for
clients.

In September, the bankruptcy judge ordered the auction of 13 Oasis
Market convenience stores and gas stations.  The 13 stores to be
sold are in St. Paul, Eagan, Minnetonka, Hopkins, Burnsville,
Robbinsdale, Brooklyn Park, New Brighton, Inver Grove Heights and
Cannon Falls. All are closed.

                      About Twin Cities

Once one of the Midwest's largest chains, Twin Cities Stores Inc.
is now in Chapter 7 bankruptcy liquidation,


ULTIMATE ESCAPES: Gets Nod to Sell Some Assets to Demeure
---------------------------------------------------------
Ultimate Escapes Holdings LLC received permission to sell some of
its assets to Demeure, a Canada-based travel community, under a
deal that could allow the company's members to continue traipsing
the globe on upscale getaways, Dow Jones' DBR Small Cap reports.

                       About Ultimate Escapes

Ultimate Escapes, Inc. -- http://www.ultimateescapes.com/-- is a
luxury destination club that sells club memberships offering
members reservation rights to use its vacation properties, subject
to the rules of the club member's Club Membership Agreement.  The
Company's properties are located in various resort locations
throughout the world.

Kissimmee, Florida-based Ultimate Escapes Holdings, LLC, filed for
Chapter 11 bankruptcy protection on September 20, 2010 (Bankr. D.
Del. Case No. 10-12915).  Affiliates Ultimate Resort, LLC;
Ultimate Operations, LLC; Ultimate Resort Holdings, LLC; Ultimate
Escapes, Inc. (fka Secure America Acquisition Corporation); P & J
Partners, LLC; UE Holdco, LLC; UE Member, LLC, et al., filed
separate Chapter 11 petitions.

Scott D. Cousins, Esq., Matthew L. Hinker, Esq., and Nancy A.
Mitchell, Esq., at Greenberg Traurig LLP, assist the Debtors in
their restructuring efforts.  CRG Partners Group LLC is the
Debtors' chief restructuring officer.  BMC Group Inc. is the
Company's claims and notice agent.

Christopher A. Ward, Esq., at Polsinelli Shughart PC, and Gordon &
Rees LLP represent the Creditors Committee.

Ultimate Escapes estimated assets at $10 million to $50 million
and debts at $100 million to $500 million as of the Petition Date.


UNITED CONTINENTAL: 21 Directors Disclose Ownership of Stock
------------------------------------------------------------
Twelve directors of United Continental Holdings, Inc. told the
Securities and Exchange Commission on October 5, 2010, in separate
initial statements of beneficial ownership of securities, that as
of October 1, 2010, they did not beneficially own shares of United
Continental securities:

   Name                      Title
   ----                       -----
   Jeffery A. Smisek         President and Chief Executive
                             Officer
   Irene E. Foxhall          Executive Vice President
                             Communication & Government affairs
   Michael P. Bonds          Executive Vice President Human
                             Resources and Labor Relations
   Zane Rowe                 Executive Vice President and Chief
                             Operating Officer
   James E. Compton          Executive Vice President and Chief
                             Revenue Officer
   Kenny Chris               Vice President and Controller
   Carolyn Corvi             Director
   Oscar Munoz               Director
   Henry L. Meyer III        Director
   L.E. Simmons              Director
   Charles Yamarone          Director
   Kirbyjon H. Caldwell      Director

However, two officers disclosed that they beneficially own shares
of United Continental common stock and restricted stock units:

                        Amt. of Common   Amt. of Restricted
   Officer              Stock Owned      Stock Units Owned
   -------              --------------   ------------------
   Jeffrey Foland            5,800             41,361
   Halbert R. Keith         12,500             35,600

Each restricted stock unit represents the economic equivalent of
one share of United Continental common stock and may be settled in
cash or common stock upon vesting at the sole discretion of the
Human Resources Subcommittee of the Board of Directors.

With respect to Mr. Foland's shares of United Continental
restricted stock, 24,161 restricted stock units vest in three
equal annual installments beginning on April 1, 2011, and the
remaining 17,200 restricted stock units vest in equal installments
on April 1, 2011, and April 1, 2012.

The two officers also have options to buy these shares of United
Continental common stock at certain conversion or exercise prices:

                      Amount of Shares      Conversion
  Officer              of Common Stock        Price
  -------             ----------------      ----------
  Jeffrey Foland           25,800             $4.86
                            6,000            $45.69
  Halbert R. Keith         40,000            $31.80
                           25,800             $4.86

Mr. Foland's option to purchase 25,800 shares vests in three equal
annual installments on April 1, 2010, April 1, 2011 and April 1,
2012.  Mr. Foland's other option to buy 6,000 shares vests in
three equal annual installments on February 1, 2009, February 1,
2010 and February 1, 2011.  Mr. Keith's options will vest upon the
closing of the merger between JT Merger Sub, Inc. and Continental
Airlines, Inc.

Mr. Foland is executive vice president and president of Mileage
Plus.  Mr. Keith serves as executive vice president and chief
information officer.

                D&Os Acquire/Dispose of Shares

In separate filings dated October 5, 2010, 19 officers disclosed
that they acquired these shares of United Continental common stock
on October 1, 2010:

                                             Amt of Shares
                       No. of        Price    Beneficially
                       Shares         per     Owned After
Director             Acquired       Share    Transaction
--------             --------       ------   -------------
Kathryn A. Mikells      31,000       $4.86       49,750
Kathryn A. Mikells      18,750      $16.59       18,750
Kathryn A. Mikells     102,034      $22.33      102,034
John P. Tague           31,000       $7.22      129,334
John P. Tague           98,334       $4.86       98,334
John P. Tague          146,334      $22.33      146,334
Graham W. Atkinson      52,500      $22.33       60,113
Kirbyjon H. Caldwell     3,476        -           3,476
L.E. Simons              7,676        -           7,676
Jeffery A. Smisek       17,884        -          17,884
Charles Yamarone         4,264        -           4,264
Henry L. Meyer III       7,676        -           7,676
Peter D. McDonald       91,934      $22.23       91,934
Thomas J. Sabatino Jr.  40,020      $22.23       40,020
Glenn F. Tilton        207,060        -         508,668
Glenn F. Tilton        787,728        -         787,728
Michael P. Bonds         1,837        -           1,837
Oscar Munoz              4,526        -           4,526
James E. Compton         4,621        -           4,621
Irene E. Foxhall         1,050        -           1,050
Zane Rowe                4,201        -           4,201
Carolyn Corvi            3,476        -           3,311
Jeffrey T. Foland       32,000      $22.33       36,800
Halbert R. Keith        35,600      $23.66       48,100

The shares acquired by Messrs. Compton, Rowe, Bonds, Munoz,
Yamorone, Caldwell and Simmons and Ms. Corvi were in exchange for
shares of Continental Class B common stock pursuant to the
Agreement and Plan of Merger dated as of May 2, 2010, by and among
Continental Airlines, Inc., UAL Corporation and JT Merger Sub Inc.
on October 1, 2010:

                             Amt. of Shares
   Officer                      Exchanged
   -------                   --------------
   Jeffery A. Smisek             17,033
   L.E. Simmons                   7,311
   James E. Compton               4,401
   Oscar Munoz                    4,311
   Charles Yamarone               4,061
   Zane Rowe                      4,001
   Kirbyjon Caldwell              3,311
   Carolyn Corvi                  3,311
   Michael P. Bonds               1,750
   Irene E. Foxhall               1,000

These officers disposed of these shares of United Continental
common stock between October 1, to 21, 2010:

                                              Amt of Shares
                       No. of        Price    Beneficially
                       Shares         per     Owned After
Director            Disposed of     Share    Transaction
--------            -----------    ------    -------------
Kathryn A. Mikells     49,750    $24.4034             0
Kathryn A. Mikells    102,034      $22.33             0
Kathryn A. Mikells     22,500      $22.33             0
John P. Tague         129,334      $24.42             0
John P. Tague           6,500      $22.33             0
John P. Tague         146,334      $22.33             0
Graham W. Atkinson     52,500      $22.33         7,613
Peter D. McDonald      91,934      $22.23.            0
Thomas J. Sabatino Jr  40,020      $22.23             0
Glenn F. Tilton        27,546         $25       131,634
Jeffrey T. Foland       1,000      $22.33         4,800
Jeffrey T. Foland      32,000      $22.33         4,800
Halbert R. Keith        3,682      $24.54        44,418
Halbert R. Keith       35,600      $23.66.        8,818
Glenn F. Tilton        27,546         $28       760,279

These officers disposed of restricted stock units of United
Continental as of October 1, 2010:


                                           Amt. of Stock
                          Amt. of          Units Beneficially
                          Stock Units      Owned After
   Officer                Disposed of      Transaction
   -------                -----------      -----------------
   Kathryn A. Mikells      102,034                   0
   John P. Tague           146,334                   0
   Graham W. Atkinson       52,500                   0
   Peter D. McDonald        91,934                   0
   Thomas J. Sabatino Jr.   40,020                   0
   Glenn F. Tilton         449,034             449,034
   Jeffrey T. Foland        32,000                   0
   Halbert R. Keith         35,600                   0

Mr. Foland's restricted stock units vest in two equal installments
beginning on April 1, 2011.  Mr. Sabatino's restricted stock units
vest in three equal annual installments beginning on March 30,
2011.  Mr. McDonald's restricted stock units vest in three equal
annual installments beginning on April 1, 2010.

Pursuant to a letter agreement between Mr. Tilton and UAL Corp.,
Mr. Tilton was granted restricted shares in consideration for his
waiver of cash severance that he was entitled to upon termination
of his employment.  The restricted stock awards fully vest upon
the occurrence of the earlier of: (a) December 31, 2012; (b) the
termination of Mr. Tilton's service as Chairman of the Board of
Directors due to death, disability or removal without cause or:
(c) his retirement with the consent of the Board of Directors.

Pursuant to the Management Retention Agreement, upon the closing
date of the merger between JT Merger Sub, Inc. and Continental
Airlines, Inc., the restricted shares and restricted stock units
held by Messrs. Tague, McDonald, Atkinson, Sabatino, Foland and
Ms. Mikells were converted into a fixed amount in cash based on
the average closing price of UAL Corp. common stock over the 20
trading days ended September 30, 2010.  The fixed amount in cash
became fully vested upon the termination of employment of Ms.
Mikells and Messrs. Tague, McDonald and Atkinson.

With respect to Messrs. Sabatino and Foland, the fixed amount in
cash will vest upon the same vesting schedule that applied to the
restricted stock units, subject to accelerated vesting upon
qualifying termination.

These officers disposed of their options to buy shares of United
Continental common stock on October 1, 2010:

                                           Amt. of Shares
                          Amt. of          Beneficially
                          Shares           Owned After
   Officer                Disposed of      Transaction
   -------                -----------      ------------
   Kathryn A. Mikells       18,750             9,375
   Kathryn A. Mikells       31,000            15,500
   John P. Tague            98,334                 0
   John P. Tague            31,000                 0

These officers acquired options to buy shares of United
Continental common stock on October 1, 2010:

                                           Amt. of Shares
                          Amt. of          Beneficially
                          Shares           Owned After
   Officer                Acquired         Transaction
   -------                -----------      ------------
   Kirbyjon H. Caldwell     5,250             5,250
   Kirbyjon H. Caldwell     5,250             5,250
   Kirbyjon H. Caldwell     7,127             7,127
   Kirbyjon H. Caldwell     7,875             7,875
   L.E. Simmons             7,875             7,875
   Charles Yamarone         5,250             5,250
   Charles Yamarone         5,250             5,250
   Charles Yamarone         5,250             5,250
   Charles Yamarone         5,250             5,250
   Charles Yamarone         5,250             5,250
   Charles Yamarone         5,250             5,250
   Charles Yamarone         7,875             7,875
   Charles Yamarone         7,875             7,875
   Henry L. Meyer III       5,250             5,250
   Henry L. Meyer III       5,250             5,250
   Henry L. Meyer III       5,250             5,250
   Henry L. Meyer III       5,250             5,250
   Henry L. Meyer III       7,875             7,875
   Henry L. Meyer III       7,875             7,875
   Oscar Munoz              5,250             5,250
   Oscar Munoz              5,250             5,250
   Oscar Munoz              5,250             5,250
   Oscar Munoz              7,875             7,875
   Oscar Munoz              7,875             7,875
   Carolyn Corvi            7,875             7,875

The shares acquired by Messrs. Yamarone, Meyer, Munoz, Caldwell
and Simmons and Ms. Corvi were in exchange for options to purchase
shares of Continental Class B common stock, at applicable price
per share per transaction:

                             Amt. of Shares
   Officer                      Exchanged
   -------                   --------------
   Charles Yamarone              45,000
   Henry L. Meyer III            35,000
   Oscar Munoz                   30,000
   Kirbyjon Caldwell             24,288
   L.E. Simmons                   7,500
   Carolyn Corvi                  7,500

Ms. Mikells resigned as executive vice president - chief financial
officer of UAL Corp.  Mr. Tague is former executive vice
president, president of United.  Mr. Atkinson was executive vice
president and president of Mileage Plus.

Mr. McDonald serves as executive vice president and chief
administrative officer.  Mr. Sabatino will serve as executive vice
president, general counsel and corporate secretary of UAL Corp.
until December 31, 2010.  Mr. Tilton is a director of United
Continental.

Mr. Tilton filed another statement of beneficial ownership of
securities on October 22, 2010, to revise the total amount of
securities he beneficially owns to include about 97 shares of
common stock that were inadvertently omitted from the total amount
of securities beneficially held by Mr. Tilton as reported on the
previous Form 4 filed on October 5, 2010.

                  About United Continental

United Continental Holdings, Inc. (NYSE: UAL) is the holding
company for both United Airlines and Continental Airlines.
Together with United Express, Continental Express and Continental
Connection, these airlines operate a total of approximately 5,800
flights a day to 371 airports throughout the Americas, Europe and
Asia from their hubs in Chicago, Cleveland, Denver, Guam, Houston,
Los Angeles, New York, San Francisco, Tokyo and Washington, D.C.
United and Continental are members of Star Alliance, which offers
more than 21,200 daily flights to 1,172 airports in 181 countries
worldwide through its 28 member airlines. United's and
Continental's more than 80,000 employees reside in every U.S.
state and in many countries around the world.For more information
about United Continental Holdings, Inc., go to
UnitedContinentalHoldings.com.  For more information about the
airlines, see http://www.united.com/and
http://www.continental.com/, and follow each company on Twitter
and Facebook.

United Continental carries 'B2' corporate family and probability
of default ratings, with stable outlook, from Moody's, 'B' issuer
credit ratings, with stable outlook, from Standard & Poor's, and
'B-' issuer default rating from Fitch.

UAL Corp filed for Chapter 11 protection on Dec. 9, 2002 (Bankr.
N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen, Esq., Marc
Kieselstein, Esq., David R. Seligman, Esq., and Steven R. Kotarba,
Esq., at Kirkland & Ellis, represented the Debtors in their
restructuring efforts.  Fruman Jacobson, Esq., at Sonnenschein
Nath & Rosenthal LLP represented the Official Committee of
Unsecured Creditors.  Judge Eugene R. Wedoff confirmed a
reorganization plan for United on Jan. 20, 2006.  The Company
emerged from bankruptcy on Feb. 1, 2006.

At June 30, 2010, UAL had $20.134 billion in total assets against
total current liabilities of $8.573 billion, long-term debt of
$6.281 billion, long-term obligations under capital leases of
$1.01 billion, other liabilities and deferred credits of
$7.022 billion, and a stockholders' deficit of $2.756 billion.


UNITED CONTINENTAL: Releases Q4/Full Year 2010 Projections
----------------------------------------------------------
United Continental Holdings, Inc., the holding company of United
Air Lines, Inc., and Continental Airlines, Inc. filed with the
U.S. Securities and Exchange Commission on October 21, 2010, an
investor update related to its financial and operational
outlook for the fourth quarter and full year of 2010.

                         Capacity

Fourth quarter 2010 consolidated available seat miles (ASMs) are
estimated to be up 3 to 4% year-over-year.  Full-year 2010
consolidated ASMs are estimated to be up to 0.8% to 1.1%.

                       Non-Fuel Expense

The company estimates fourth quarter consolidated cost per ASM,
excluding fuel, profit sharing, certain accounting charges and
merger-related expenses for the combined company are expected to
be up 2.5% to 3.5%.  For the full year, the company expects
consolidated CASM, excluding fuel, profit sharing, certain
accounting charges and merge-related expenses will be up 2.6% to
2.9%.

The company expects to implement a revenue share structure for its
trans-Atlantic joint venture during the fourth quarter 2010, which
will be retroactive to January 1, 2010.  The company will account
for the revenue sharing obligations for the first nine months of
2010 related to this revenue sharing agreement as other operating
expense in the fourth quarter.  The company estimates the impact
of this obligation to be about $100 million, which accounts for 2
points of year over year growth in Consolidated CASM excluding
fuel in the fourth quarter and is included in its guidance.

This estimated revenue sharing payment is substantially less than
the additional passenger revenue United and Continental receive
from the joint marketing, scheduling and pricing efforts of the
joint venture. Going forward, related revenue share payments will
be booked as an adjustment to passenger revenue.

                          Fuel Expense

The company expects its consolidated fuel price, including the
impact of settled hedges, to be $2.40 per gallon for the fourth
quarter and $2.31 per gallon for the full year.

                        Profit Sharing

United and Continental have separate employee profit sharing plans
for the employees of each subsidiary.  The company's profit
sharing plan for United pays 15% of total GAAP pre-tax profits,
excluding special items and stock compensation expense, to the
employees of United when pre-tax profit excluding special items
and stock compensation expense exceeds $10 million.  The company
expects the stock expense for United to be $28 million in the
fourth quarter, and $58 million for the full year.

The company's profit sharing plan for Continental creates an award
pool of 15% of annual pre-tax income excluding special, unusual or
non-recurring items.

For both United and Continental, profit sharing expense is accrued
on a year-to-date basis.

                Non-Operating Income/Expense

Non-operating expense is estimated to be between $250 million and
$260 million for the fourth quarter, and between $975 million and
$985 million for the full year.  Non-operating income includes
interest expense, capitalized interest, interest income and other
non-operating income.

                        Income Taxes

Because of its net operating loss carry-forwards, the company
expects to pay minimal cash taxes for the foreseeable future and
expects an effective tax rate of 0% for the third quarter 2010.

               Net Capital Expenditures and Scheduled
               Debt and Capital Lease Payments

The company expects a total of $260 million of net capital
expenditures in the fourth quarter and $760 million for the full
year.  The company estimates scheduled debt and capital lease
payments of $540 million in the fourth quarter for a total of
$2,030 million debt payments for the year, including the
prepayment of $350 million Continental secured term loan and
$140 million in prepayments of United debt in third quarter.

                           Liquidity

The company expects to end the year with an unrestricted cash,
cash equivalents and short-term investments balance of about
$8.4 billion.

A full-text copy of the Investor Update is available for free at:

              http://ResearchArchives.com/t/s?6d06

                    About United Continental

United Continental Holdings, Inc. (NYSE: UAL) is the holding
company for both United Airlines and Continental Airlines.
Together with United Express, Continental Express and Continental
Connection, these airlines operate a total of approximately 5,800
flights a day to 371 airports throughout the Americas, Europe and
Asia from their hubs in Chicago, Cleveland, Denver, Guam, Houston,
Los Angeles, New York, San Francisco, Tokyo and Washington, D.C.
United and Continental are members of Star Alliance, which offers
more than 21,200 daily flights to 1,172 airports in 181 countries
worldwide through its 28 member airlines. United's and
Continental's more than 80,000 employees reside in every U.S.
state and in many countries around the world.For more information
about United Continental Holdings, Inc., go to
UnitedContinentalHoldings.com.  For more information about the
airlines, see http://www.united.com/and
http://www.continental.com/, and follow each company on Twitter
and Facebook.

United Continental carries 'B2' corporate family and probability
of default ratings, with stable outlook, from Moody's, 'B' issuer
credit ratings, with stable outlook, from Standard & Poor's, and
'B-' issuer default rating from Fitch.

UAL Corp filed for Chapter 11 protection on Dec. 9, 2002 (Bankr.
N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen, Esq., Marc
Kieselstein, Esq., David R. Seligman, Esq., and Steven R. Kotarba,
Esq., at Kirkland & Ellis, represented the Debtors in their
restructuring efforts.  Fruman Jacobson, Esq., at Sonnenschein
Nath & Rosenthal LLP represented the Official Committee of
Unsecured Creditors.  Judge Eugene R. Wedoff confirmed a
reorganization plan for United on Jan. 20, 2006.  The Company
emerged from bankruptcy on Feb. 1, 2006.

At June 30, 2010, UAL had $20.134 billion in total assets against
total current liabilities of $8.573 billion, long-term debt of
$6.281 billion, long-term obligations under capital leases of
$1.01 billion, other liabilities and deferred credits of
$7.022 billion, and a stockholders' deficit of $2.756 billion.


UNITED CONTINENTAL: United Acquires 2.69 Mil. Shares of ExpressJet
------------------------------------------------------------------
United Air Lines Inc. told the Securities and Exchange Commission
on October 5, 2010, that it acquired 2,695,959 shares of
ExpressJet Holdings, Inc. common stock, par value $0.01 per share.
As a result of the acquisition, United beneficially owns 2,695,959
shares of ExpressJet common stock.  In addition, United elected a
cashless exercise of the warrant in acquiring the 2,695,959
shares.  Based on the cashless exercise formula under the Warrant
to Purchase Common Stock dated February 17, 2010, United received
fewer than 2,700,000 shares of ExpressJet common stock.

Contemporaneously, United disposed of a warrant that is equivalent
to 2,700,000 shares of ExpressJet common stock, par value $0.01
per share.  The warrant expired on the exercise date of
September 27, 2010.  As a result, United does not beneficially
own shares of ExpressJet common stock.

                  About United Continental

United Continental Holdings, Inc. (NYSE: UAL) is the holding
company for both United Airlines and Continental Airlines.
Together with United Express, Continental Express and Continental
Connection, these airlines operate a total of approximately 5,800
flights a day to 371 airports throughout the Americas, Europe and
Asia from their hubs in Chicago, Cleveland, Denver, Guam, Houston,
Los Angeles, New York, San Francisco, Tokyo and Washington, D.C.
United and Continental are members of Star Alliance, which offers
more than 21,200 daily flights to 1,172 airports in 181 countries
worldwide through its 28 member airlines. United's and
Continental's more than 80,000 employees reside in every U.S.
state and in many countries around the world.For more information
about United Continental Holdings, Inc., go to
UnitedContinentalHoldings.com.  For more information about the
airlines, see http://www.united.com/and
http://www.continental.com/, and follow each company on Twitter
and Facebook.

United Continental carries 'B2' corporate family and probability
of default ratings, with stable outlook, from Moody's, 'B' issuer
credit ratings, with stable outlook, from Standard & Poor's, and
'B-' issuer default rating from Fitch.

UAL Corp filed for Chapter 11 protection on Dec. 9, 2002 (Bankr.
N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen, Esq., Marc
Kieselstein, Esq., David R. Seligman, Esq., and Steven R. Kotarba,
Esq., at Kirkland & Ellis, represented the Debtors in their
restructuring efforts.  Fruman Jacobson, Esq., at Sonnenschein
Nath & Rosenthal LLP represented the Official Committee of
Unsecured Creditors.  Judge Eugene R. Wedoff confirmed a
reorganization plan for United on Jan. 20, 2006.  The Company
emerged from bankruptcy on Feb. 1, 2006.

At June 30, 2010, UAL had $20.134 billion in total assets against
total current liabilities of $8.573 billion, long-term debt of
$6.281 billion, long-term obligations under capital leases of
$1.01 billion, other liabilities and deferred credits of
$7.022 billion, and a stockholders' deficit of $2.756 billion.


URBAN BRANDS: Wins Nod to Sell Assets to Gordon Brothers
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News, Urban
Brands Inc. received authorization from the bankruptcy judge to
sell its business for $16.67 million to an affiliate of Gordon
Brothers Group LLC, the winner of a 21-hour auction.  Although
known as a liquidator, Gordon Brothers told the judge it will
operate at least 175 of the 210 stores.  Gordon Brothers will
serve as Urban Brands' agent to run going-out-of-business sales at
the locations it won't buy.

Mr. Rochelle relates that the price to be paid by Gordon Brothers
is subject to downward adjustment.  The ultimate price can't be
less than $6 million plus the amount necessary to pay off funding
for the Chapter 11 case.

                       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.


USI HOLDINGS: Moody's Affirms 'B3' Corporate Family Rating
----------------------------------------------------------
Moody's Investors Service has affirmed the ratings of USI Holdings
Corporation (corporate family rating of B3) based on the company's
favorable market position and business diversification, offset by
its elevated financial leverage and limited fixed charge coverage.
The rating outlook is stable, reflecting Moody's expectation that
USI will generate sufficient free cash flow to maintain its
financial flexibility over the next several quarters.

USI's credit strengths, according to the rating agency, include
its top-ten market position among US insurance brokers, its good
balance of property & casualty insurance and employee benefits
business, and its ability to cross-sell various products to
strengthen client relationships.  These strengths are tempered by
the company's high financial leverage and by the headwinds of soft
pricing in commercial P&C insurance and a sluggish US economy.
USI also has various contingent exposures, including the Graham
litigation regarding alleged copyright infringement (for which the
company is fully reserved).

"USI has responded to the difficult market environment by
controlling its expenses and limiting its acquisitions," said
Bruce Ballentine, Moody's lead analyst for USI.  The company has
produced fairly stable profit margins and leverage and coverage
metrics over the past couple of years, excluding significant
noncash asset impairments.  On this basis (and incorporating other
standard adjustments by Moody's), USI's adjusted debt-to-EBITDA
ratio was 8.2x and its (EBITDA -- capex) coverage of interest was
1.6x for the trailing 12 months through June 2010.  "The leverage
ratio is high relative to USI's rating category, but mitigated by
its adequate fixed charge coverage and its large holdings of cash
and equivalents," said Mr.  Ballentine.

USI's financial leverage stems mainly from its leveraged buyout by
Goldman Sachs Capital Partners in 2007.  USI's financing
arrangement as of June 30, 2010, included a $100 million senior
secured revolver maturing in 2013 (rated B2 -- $23 million
outstanding for letters of credit), a $633 million senior secured
term loan maturing in 2014 (rated B2), $225 million of senior
unsecured notes due in 2014 (rated B3), $175 million of
subordinated notes due in 2015 (rated Caa1) and $19 million of
other borrowings.

Moody's cited these factors that could lead to an upgrade of USI's
ratings: (i) adjusted (EBITDA -- capex) coverage of interest
exceeding 2x, (ii) adjusted free-cash-flow-to-debt ratio exceeding
5%, and (iii) adjusted debt-to-EBITDA ratio below 5.5x.

The rating agency added that these factors could lead to a rating
downgrade: (i) adjusted (EBITDA -- capex) coverage of interest
below 1.2x, (ii) adjusted free-cash-flow-to-debt ratio below 2%,
or (iii) adjusted debt-to-EBITDA ratio remaining above 8x for the
next year.

Based in Briarcliff Manor, New York, USI, ranks among the 10
largest US insurance brokers in terms of revenues.  Through
subsidiaries across the US, the company distributes P&C insurance
and employee benefits products to small and mid-sized businesses.
For the first half of 2010, USI reported total revenues of
$321 million and a net loss of $0.5 million.  Stockholders' equity
was $215 million as of June 30, 2010.


W.R. GRACE: Court OKs $19 Mil. Purchase of Synthetech
-----------------------------------------------------
Judge Judith Fitzgerald of the U.S. Bankruptcy Court for the
District of Delaware authorized W.R. Grace & Co. and its debtor
affiliates to enter into the agreement and plan of merger among
Mallard Acquisition Corp., Synthetech Inc., and W.R. Grace & Co.-
Conn., and the voting agreements among Synthetech, Mallard and
each of Mallard's directors and executive officers.

The Court also authorized the Debtors to merge the surviving
entity into Grace-Conn. so long as no objection is filed.

Under the deal, W. R. Grace & Co.-Conn, a wholly-owned subsidiary
of W. R. Grace & Co., will purchase Synthetech, Inc. (OTC Bulletin
Board: NZYM), a manufacturer of fine chemicals specializing in
organic synthesis, biocatalysis and chiral technologies.

In addition to obtaining Bankruptcy Court approval, the boards of
directors of both companies have approved the transaction.
However, the merger remains subject to approval by
Synthetech's shareholders and the satisfaction of other closing
conditions.

                       About Synthetech

Synthetech, Inc., based in Albany, Oregon, is a fine chemicals
company specializing in organic synthesis, biocatalysis and chiral
technologies. Synthetech develops and manufactures amino acid
derivatives, specialty amino acids, peptide fragments and
proprietary custom chiral intermediates primarily for the
pharmaceutical industry.  Synthetech produces advanced
pharmaceutical intermediates in accordance with current Good
Manufacturing Practices (cGMP) and in compliance with U.S. Food
and Drug Administration (FDA) regulations.  Synthetech's products
support the development and manufacture of therapeutic peptides
and peptidomimetic (peptide-like) small molecule drugs from early
stages of a customer's clinical development through market launch
and into commercial production.  Synthetech's products also
support the production of chemically-based medical devices.
Synthetech's domestic and international customer base includes
major and mid-size pharmaceutical, contract drug synthesis,
emerging and established biotechnology and medical device
companies.  Synthetech also supplies catalog quantities of
specialty amino acids to research institutions, universities and
drug discovery firms.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring effort.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock &
Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace and its debtor affiliates, with the support of the
Official Committee of Asbestos Personal Injury Claimants, the
Asbestos PI Future Claimants' Representative and the Official
Committee of Equity Security Holders, have submitted a proposed
Chapter 11 plan of reorganization.  The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  The Plan confirmation hearing
wrapped up on January 25.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


W.R. GRACE: Reports $54.9 Net Income in Third Quarter
-----------------------------------------------------
W. R. Grace & Co. (NYSE: GRA) announced its financial results for
the third quarter ended September 30, 2010.  The following are
performance measures for the third quarter:

    * Sales volumes and prices increased 3.6% compared with the
      prior year quarter (excluding sales of the ART joint
      venture from both periods).  These improvements were
      offset by unfavorable currency translation of 3.5%.

    * Sales in emerging regions increased 9.5% and sales volumes
      in emerging regions increased approximately 13% compared
      with the prior year quarter (excluding sales of the ART
      joint venture from both periods).  Sales in emerging
      regions were 33.6% of total Grace sales.

    * As reported, sales for the third quarter were
      $682.1 million compared with $753.6 million in the prior
      year quarter, a 9.5% decrease. Sales for the prior year
      quarter include $72.4 million of sales of the ART joint
      venture deconsolidated in December 2009.

    * Gross profit percentage increased to 36.0% from 34.8% in
      the prior year quarter and 35.7% in the 2010 second
      quarter.

    * Adjusted EBIT increased 14.3% to $91.4 million from
      $80.0 million in the prior year quarter.  Adjusted EPS was
      $0.75 compared with $0.66 in the prior year quarter.

    * Grace net income increased 23.6% to $54.9 million in the
      third quarter compared with $44.4 million in the prior
      year quarter.  Grace's diluted EPS was $0.74 compared with
      $0.61 in the prior year quarter.

    * Adjusted Operating Cash Flow was $99.7 million for the
      third quarter.

    * Adjusted EBIT Return on Invested Capital was 25.9% on a
      trailing four quarter basis.

"We had a good quarter and I am pleased with the results of both
of our businesses," said Fred Festa, Grace's Chairman, President
and Chief Executive Officer.  "Our focus on growth in the emerging
regions continues to produce results.  Davison is delivering
strong, balanced performance and Construction Products is
executing well in a very difficult market environment."

                      Third Quarter Results

Sales for the third quarter increased 0.1% overall and 9.5% in
emerging regions compared with the prior year quarter, excluding
sales of the ART joint venture from both periods.  The sales
increase was due to higher sales volumes (2.2%) and improved
pricing (1.4%), partially offset by unfavorable currency
translation (3.5%).  As reported, sales were $682.1 million
compared with $753.6 million in the prior year quarter, a decrease
of 9.5% reflecting the deconsolidation of ART in December 2009.

Gross profit percentage for the third quarter was 36.0% compared
with 34.8% in the prior year quarter.  In addition to the effect
of the deconsolidation of ART, the improvement was due to better
operating leverage and improved prices, partially offset by
inflation in certain raw materials.  Gross profit percentage for
the third quarter increased 0.3 percentage points compared with
the 2010 second quarter.

Adjusted EBIT was $91.4 million in the third quarter, an increase
of 14.3% compared with $80.0 million in the prior year quarter.
Adjusted EBIT margin was 13.4% compared with 10.6% in the prior
year quarter and 13.3% in the second quarter of 2010.  Grace net
income for the third quarter was $54.9 million, or $0.74 per
diluted share, compared with $44.4 million, or $0.61 per diluted
share, in the prior year quarter.  The increase in Adjusted EBIT
and Grace net income was due primarily to the increase in sales
volumes in Grace Davison and the improvement in gross profit
percentage from the prior year quarter.

Adjusted Operating Cash Flow was $99.7 million for the third
quarter compared with $175.6 million in the prior year quarter.
Net working capital days were 56 in the third quarter, a decrease
of three days from the prior year quarter.

On November 30, 2009, Grace completed the sale of a 5% interest in
ART, its joint venture with Chevron Products Company.
Grace deconsolidated ART's results from its consolidated financial
statements on a prospective basis effective December 1, 2009.  As
a result, Grace now reports its investment in ART and its portion
of ART's income using the equity method of accounting.  Grace's
third quarter 2009 sales and gross profit percentage excluding ART
would have been $681.2 million and 35.6%, respectively.

Adjusted EBIT is not affected by the deconsolidation of ART except
for the effect of the reduction in Grace?s ownership from 55% to
50%.

                       Nine Months Results

Sales increased 3.0% overall and 15.2% in emerging regions for the
nine months compared with the prior year period, excluding sales
of the ART joint venture from both periods.  The sales increase
was due to higher sales volumes (2.8%) and improved pricing
(0.7%), partially offset by unfavorable currency translation
(0.5%).  As reported, sales were $1,982.0 million compared with
$2,146.7 million in the prior year period, a decrease of 7.7%
reflecting the deconsolidation of ART in December 2009.

Grace net income for the nine months ended September 30, 2010 was
$162.2 million, or $2.17 per diluted share, compared with
$24.8 million, or $0.34 per diluted share, in the prior year
period.

                       2010 Outlook Update

* Higher sales; Higher Adjusted EBIT

Grace is updating its 2010 outlook consistent with its
guidance policy.  As of October 21, 2010, Grace expects 2010 sales
to be $2.64 to $2.66 billion, compared with $2.60 to $2.65 billion
in its July 22nd outlook.  Grace expects 2010 Adjusted EBIT to be
$315 to $325 million, compared with $300 to $315 million in its
July 22nd outlook.  Grace expects 2010 Adjusted EBITDA to be $430
to $440 million, compared with $415 to $435 million in its July
22nd outlook.

Grace is unable to make a reasonable estimate of the income
effects of the consummation of the Plan because the value of
certain consideration payable to the asbestos trusts under the
Plan (primarily the deferred payments and the warrants) will not
ultimately be determined until the effective date of the Plan, the
timing of which is uncertain.  When the Plan is consummated, Grace
expects to record income from the reduction of asbestos related
liabilities, net of interest expense on the initial payments to
the asbestos trusts, expense relating to the costs of consummating
the Plan and the income tax effects of these items.

A full-text copy of Grace's Third Quarter Financial Results
presentation is available for free at:

                http://ResearchArchives.com/t/s?6cd5

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring effort.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock &
Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace and its debtor affiliates, with the support of the
Official Committee of Asbestos Personal Injury Claimants, the
Asbestos PI Future Claimants' Representative and the Official
Committee of Equity Security Holders, have submitted a proposed
Chapter 11 plan of reorganization.  The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  The Plan confirmation hearing
wrapped up on January 25.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


W.R. GRACE: To Expand Manufacturing in Brazil & Malaysia
--------------------------------------------------------
W. R. Grace & Co. (NYSE: GRA) announced mid-October plans to
increase its manufacturing capacity for silica gel at its existing
facilities in Kuantan, Malaysia and Sorocaba, Brazil.

Construction at both sites is expected to begin by the end of 2010
with production occurring by the third quarter of 2011.

The global renewable fuels industry is expected to grow
significantly over the next several years, especially in the
emerging economies of Latin America and Asia Pacific.  Grace's
planned expansions will enable increased production of silica gel
products for the renewable fuels industry, particularly for the
production of both biodiesel and renewable diesel.

Grace's silica gel (marketed under the trade name of TriSyl(R)
improves a refinery's economics by removing contaminants from
natural oil feedstocks more efficiently than alternative products.
This announced investment increases existing capacity at Sorocaba
and adds new manufacturing capabilities at Kuantan.  Additional
silica products produced at those sites are used in the plastics,
industrial, consumer, food and beverage industries.

"Grace is uniquely positioned to respond to the trends in the
renewable fuels and chemicals industries with our materials
science and catalyst expertise and established relationships with
petroleum and natural oil companies," said Gregory E. Poling, Vice
President of W. R. Grace & Co. and President of Grace Davison.
"Additional capacity underscores our commitment to serving our
customers and maximizing economic growth in developing markets."

The Kuantan site began production in 1996 and is currently one of
Grace's largest in the Asia Pacific region.  The site produces
more than 40 grades of silica that are used for industrial
applications such as paints, plastics, paper and consumer goods.
In addition to the manufacturing facility, a Technical Customer
Service lab supports regional customers.

The Sorocaba site began production in 1984 and is currently one of
Grace's largest in the Latin America region.  The site produces
more than 50 grades of silica that are used for applications such
as paints, plastics, beer and other beverages, pharmaceuticals and
edible oil.  In addition to the manufacturing facility, an R&D
center and Technical Customer Service lab serve regional
customers.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring effort.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock &
Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace and its debtor affiliates, with the support of the
Official Committee of Asbestos Personal Injury Claimants, the
Asbestos PI Future Claimants' Representative and the Official
Committee of Equity Security Holders, have submitted a proposed
Chapter 11 plan of reorganization.  The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  The Plan confirmation hearing
wrapped up on January 25.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


WESTCLIFF MEDICAL: Wants More Time to Transfer Assets to LabWest
----------------------------------------------------------------
Westcliff Medical Laboratories, Inc., and Biolabs, Inc., ask the
U.S. Bankruptcy Court for the Central District of California to
extend their exclusive periods to file and solicit acceptances for
the proposed Chapter 11 Plan until December 15, 2010, and
February 13, 2011, respectively.

The Debtors need additional time because:

   a. the Debtors remain engaged in the transitional process
      related to the Court approved sale of substantially all
      assets to LabWest, Inc., formerly known as Wave Newco, Inc.;

   b. the Debtors will analyze all claims against the Debtors'
      estates that will need to be treated under any plan or
      plans.

                       About Westcliff Medical

Santa Ana, California-based Westcliff Medical is a provider of
clinical testing and pathology services at 170 locations in
California.  Westcliff filed a Chapter 11 petition on May 19 in
Santa Ana, California (Bankr. C.D. Calif. Case No. 10-16743).  The
petition said that assets and debts range from $50,000,001 to
$100,000,000.  Ron Bender, Esq., who has an office in Los Angeles,
California, assists the Company in its restructuring effort.
Parent BioLabs Inc. also filed for Chapter 11.  The parent has no
assets aside from owning Westcliff.


WII COMPONENTS: To Issue $115MM Sr Sec Notes in Private Offering
----------------------------------------------------------------
WII Components Inc. said it intends to offer, subject to market
and customary conditions, $115 million in aggregate principal
amount of senior secured notes due 2015 in a private offering that
is exempt from registration under the Securities Act of 1933, as
amended.

The Notes will be senior secured obligations of the Company,
secured by a first priority security interest in certain of the
property and assets of the Company, subject to certain exceptions.
The Notes will be fully and unconditionally guaranteed, jointly
and severally, on a senior secured basis by each of the Company's
existing subsidiaries and certain of its future restricted
subsidiaries.  The Company intends to use the net proceeds from
this offering, together with cash on hand, if necessary, to pay
the consideration in a concurrent tender offer and consent
solicitation the Company has undertaken in respect of its existing
10% Senior Notes due in 2012, and to pay any related fees and
expenses.  The remaining net proceeds from the offering, if any,
will be used for general corporate purposes.

The Notes and related guarantees will be offered only to
"qualified institutional buyers" in reliance on the exemption from
registration pursuant to Rule 144A under the Securities Act and to
persons outside of the United States in compliance with Regulation
S under the Securities Act.  The Notes and the related guarantees
have not been registered under the Securities Act, or the
securities laws of any state or other jurisdiction, and may not be
offered or sold in the United States without registration or an
applicable exemption from the Securities Act and applicable state
securities or blue sky laws and foreign securities laws.

                      About WII Components

WII Components Inc. manufactures hardwood cabinet doors and
related components in the United States, selling primarily to
kitchen and bath cabinet original equipment manufacturers.

As reported in the TCR on Oct. 27, 2010, Standard & Poor's Ratings
Services assigned its preliminary 'B-' corporate credit rating to
St. Cloud, Minn.-based WII Components Inc.  The rating outlook is
stable.  "The 'B-' preliminary corporate credit rating on WII
reflects its highly leveraged financial risk profile and
vulnerable business risk profile," said Standard & Poor's credit
analyst Pamela Rice.


WINDSOR PETROLEUM: Moody's Cuts Rating on Secured Notes to 'Ba2'
----------------------------------------------------------------
Moody's Investors Service downgraded to Ba2 from Baa2 Windsor
Petroleum Transport Corporation's 7.84% Term Secured Notes due
2021 (term notes) and assigned a negative outlook to the rating.
The rating action is prompted by Frontline Ltd.'s notification
that it was unable to find an acceptable replacement charter for
the British Pioneer, and Windsor's announcement that it is
soliciting approval from bondholders to sell the Pioneer.

                        Ratings Rationale

The downgrade reflects Frontline's failure to find an acceptable
replacement charter for the British Pioneer and increasing market
risk as a result of the weakness in global tanker markets.
Conditions in the tanker markets include a large oversupply of
vessels, depressed day rates below the contractual rates being
paid on the Pioneer, and a resulting negative impact on vessel
sales realizations.  The Pioneer charter, which expires January 2,
2011, is in a minimum rate period of $20,000/day versus recent
spot rates in the area of $10,000/day.  Weak tanker markets point
to increased risk that BP may not retain its remaining charters on
future renewal dates, which would expose those vessels to re-
charter and sales risk in potentially weaker markets.  Finally,
Moody's notes that BP's credit quality at A2, as the guarantor of
the bareboat charters, has diminished significantly in 2010
because of liabilities and risks related to the Macondo oil spill.

The Ba2 rating is supported by Pioneer's cash of approximately
$8.8 million, which, along with proceeds from the Pioneer sale,
will become available to retire the $59.4 million of debt
allocated to the vessel.  Moody's believes Windsor will have to
realize a very full value on the Pioneer sale, combined with its
cash, in order to retire all of the allocated debt and expenses
related to the solicitation, based on recent sales for similar
tankers.  Liquidity could be further pressured in the event the
sale is delayed.  However, Windsor also benefits from a portfolio
of three additional vessels still under charter to BP that will
continue to generate revenues at sufficient minimum rates to
service their remaining allocated debt.

Windsor's solicitation of bondholders is set to expire October 28,
2010.  Amendments to the indenture include provisions to release
collateral, simplify the vessel sales process, and give Frontline
flexibility to spot charter the Pioneer until it can be sold.  The
latter provision would be positive, providing additional cash
support even if a spot charter were at very depressed levels.

Given the relative tightness of the liquidity and uncertainty over
the timing and amount of vessel sales proceeds, Moody's is
maintaining a negative rating outlook.  If sales proceeds and
existing cash balances are sufficient to retire the full amount of
the Pioneer allocated debt, Moody's could stabilize the outlook on
the Ba2 rating.  A shortfall in proceeds could put further
pressure on the Ba2 rating.  In addition, Windsor's market risk is
increasing subject to annual rolling notifications of intent to
renew or terminate.  After the minimum rate period, the charters,
if still in effect, will be at market rates with no floor.

The last rating action affecting Windsor Petroleum Transport
Corporation was on December 22, 2009, when Moody's put the rating
on review for downgrade following the notification that BP would
cancel the Pioneer bareboat charter.

Windsor Petroleum's ratings were assigned by evaluating factors
Moody's believe to be relevant to the credit profile of the
issuer, such as contract structure and charter rates, the
counterparty credit quality of the lessee, and external industry
conditions.  These attributes were compared against other issuers
both within and outside of Golden State's core industry and its
ratings are believed to be comparable to those of other issuers
with similar contract structures.

Windsor Petroleum Transport Corporation is a special purpose
entity originally formed to finance the construction of four VLCCs
under long-term time charter to a shipping subsidiary of BP plc.
Independent Tankers Corporation Limited, headquartered in
Hamilton, Bermuda, owns a portfolio of oil tankers under long-term
charter to shipping subsidiaries of BP plc and Chevron
Corporation.  ITCL is majority-owned by Frontline Ltd., one of the
world's largest shipping companies engaged in crude oil and
product shipping.


* BizAuctions Gains 3rd Recent Salvage-Liquidation Contract
-----------------------------------------------------------
BizAuctions, Inc., said it has secured its third liquidation-
salvage contract in the last 30 days with a Top Retailer-
Wholesaler.

Delmar Janovec, BizAuctions' CEO, comments, "BizAuctions business
model is continuing to expand with one of the Top 50 Retail-
Wholesalers in the USA, by securing yet another commercial
liquidation-salvage contract for a total of three (3) new
contracts within the last 30 days.  BizAuctions has been
performing liquidation-salvage services for the Retailer-
Wholesaler in the states of California and Arizona, and now will
be performing the services in Nevada.  Expansion into Nevada
exhibits the confidence the Retailer-Wholesaler has with the
performance of the Company and is in line with our goal of
securing several more salvage-liquidation contracts in these
states.  The contract calls for the Company to purchase
overstocks, excess inventory, close-outs, and returns of the
Retailer-Wholesaler, at sizeable discounts from retail pricing for
electronics, general merchandise, and clothing. This again
demonstrates management's commitment to provide superb liquidation
services for our clients through our eBay or Amazon Platforms, our
Outlet-Retail store, or Lucky 7's Retail store.  U.S. corporations
are in need of quality salvage-liquidation services which
BizAuctions provides."

"BizAuctions opened its 1st retail store on May 29, 2009 in the
Chula Vista Center in Chula Vista, CA, next to Macy's, an anchor
store, and PacSun retail stores, under the name of 'Lucky 7's' in
order to sell its name brand higher-end clothing such as Polo,
Ralph Lauren, Buffalo and Lucky jeans, Ed Hardy shirts, PING
sports apparel, and other name brands that bring higher retail
prices at Lucky 7's versus its customary eBay and Amazon business
platforms," noted CEO, Janovec.

BizAuctions' clients have included some of the Nation's leading
retail names at the forefront of their industries.  With a long-
term strategy to provide eBay and Amazon liquidation services to
Fortune 1000 enterprises, BizAuctions is a clear and lucrative
solution for most any business to liquidate excess inventory on
its eBay and Amazon platforms.

More information is available at www.BizAuctions.com. Investors
and media can receive a free investor kit for BizAuctions, Inc. by
contacting Investor Relations at investors@BizAuctions.com or
(800) 961-3275.  A virtual tour of BizAuctions' facilities and
flash video presentation can be viewed at
http://www.bizauctions.com/

                  Addressing The $60 Billion Problem

BizAuctions addresses the $60 billion excess inventory problem for
clients by sending trucks to pick up pallets of excess inventory,
selling the inventory on eBay and Amazon, and collecting payment.

The company provide its clients with a new sales channel to
generate additional revenue on excess inventory, while at the same
time freeing up their valuable storage and retail space.

With a long-term strategy to provide eBay and Amazon liquidation
services to Fortune 1000 enterprises, BizAuctions is a clear and
lucrative solution for most any business to liquidate its excess
inventory.

                       About Bizauctions

BizAuctions, Inc. is a prime provider of eBay and Amazon
commercial liquidation services for excess inventory, overstock
items, and returns.  Its clients have included some of the
Nation's leading retail names at the forefront of their
industries.

* BOOK REVIEW: Fraudulent Conveyances, A Treatise Upon Conveyances
               Made by Debtors to Defraud Creditors, Containing
               References to All Cases Both English and American,
               A Law Classic
----------------------------------------------------------------
Author: Orlando F. Bump
Publisher: Beard Books, Washington, D.C. 2000
(reprint of book first published in 1872 by Orlando F. Bump). 657
pages. $34.95 trade paper, ISBN 1-893122-78-6.

The book is a legal classic for adding American law on fraudulent
conveyances up to the 1870s when it first appeared to English law
going back much further; which in turn grew out of Roman law.  Mr.
Bump's first chapter on the history of such law will be of
interest to readers looking for this perspective; though the large
bulk of the content is a meticulous, lawyerly organization and
expounding of the many facets of the law on fraudulent conveyances
as this has formed over centuries.

As Mr. Bump notes, this area of law has a larger number of
"opposing authorities . . . than can be found in any other branch
of the law."  In order to keep the treatment as simple as possible
while still being true to its many facets and opposing authorities
and relevant to legal practice of readers for whom it is intended,
the author takes fraudulent conveyances as a part of common law.
"This work simply considers the subject as it was at common law
with the remedies afforded by the common law."  Mr. Bump's
treatment thus does not go into criminal law or law with reference
to statutes.  Though statutes regarding fraudulent conveyances
have been passed in each state, these statutes have basically
copied Elizabethan Anglo-Saxon law and have "always been
considered as merely declaratory of the common law."  Since there
is thus no wide or radical difference between common law and state
statutes concerning fraudulent conveyance, nearly all of Mr.
Bump's work bears as well on law associated with the statutes.  He
brings this up in the work's Preface so readers will understand
the framework by which he treats the subject.  In the regular
text, Bump does not take up state fraudulent conveyance statutes
except where ones vary from the common law "to warn the
practitioner [reader] that the text is not applicable to his
particular State."  The author does not however discuss grounds
for this variance between a state's statutes and common law.

Mr. Bump begins the voluminous study with definitions at the
foundation of fraudulent conveyance.  Fraudulent conveyances are
all transfers made "to the end, purpose, and intent to delay,
hinder, or defraud creditors."  Whether a conveyance to a creditor
is fraudulent is determined by the three "points" (as the author
calls them) of intent, the consideration, and the bona fides of
the transfer.  Consideration generally refers to the right of the
debtor to use certain property or other assets to settle a debt.
Bona fide means that the debtor was not given the property, loan,
etc., fraudulently by the creditor.

From the basics of the definitions, Mr. Bump moves on to the many
facets of this area of law dealing with circumstances in all types
of human relationships.  Not only business dealings, but
transactions establishing a debtor-creditor relationship between
members of a family, neighbors, governments, and just about any
two legally recognized parties are covered by the law of
fraudulent conveyances.  Subsequent creditors, ambiguous
contracts, and determining the value of property to pay debts are
all factors bringing complications to such law which Mr. Bump
systematically takes up.

Though the book was written in the mid latter 1800s, since the
basics of the law of fraudulent conveyances have not changed much
since then -- or from when such law was formulated for that matter
-- Mr. Bump's work remains relevant and educating for anyone from
lawyers to businesspersons to lay persons interested in the topic.
A detailed index running close to 50 pages takes readers to
specific topics of this involved legal subject.



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Howard
C. Tolentino, Joseph Medel C. Martirez, Denise Marie Varquez,
Philline Reluya, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2010.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


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