TCR_Public/101103.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Wednesday, November 3, 2010, Vol. 14, No. 305

                            Headlines

ADVANTA CORP: Files Plan; Unsecureds to See 37%-71% Recovery
ALMATIS B.V.: Bankr. Professionals File Final Fee Applications
ALMATIS B.V.: Files Bankruptcy Closing Report
ALTACANADA ENERGY: May Face Receivership if Planned Sale Fails
AMEGY BANK: Moody's Cuts Issuer Rating to B1 From Ba3

AMERICAN ACHIEVEMENT: Moody's Upgrades Corp. Family Rating to 'B3'
AMERICAN APPAREL: Posts $14.7 Million Net Loss in June 30 Quarter
AMERICAN INT'L: Raises $37 Billion to Repay U.S. Government
AMERIGAS PARTNERS: Fitch Affirms 'BB+' Issuer Default Rating
AMR CORP: S&P Changes Outlook to Stable, Affirms 'B-' Rating

AMSOUTH BANCORP: Moody's Cuts Regular Bond/Debenture Rating to Ba2
ANGIOTECH PHARMACEUTICALS: Moody's Cuts Default Rating to 'Ca/LD'
APPALACHIAN OIL: U.S. Trustee Wants Case Converted to Chapter 7
APPALACHIAN OIL: Committee Withdraws Objection to Plan
APARTMENTS AT JUPITER: Case Summary & Creditors List

ASBURY AUTOMOTIVE: S&P Assigns 'B-' Rating to $200 Mil. Notes
AWAL BANK BSC: Section 341(a) Meeting Set for December 1
BANNING LEWIS: Bankr. Filing Broke Deadlock Among Stakeholders
BERNARD L MADOFF: Recoveries by Trustee Now at $1.5 Billion
BERNARD L MADOFF: Trustee Extends Hardship Program

BK INVESTMENTS: Case Summary & 2 Largest Unsecured Creditors
BLOCKBUSTER INC: Wins Final Approval for $125MM of DIP Financing
BLOCKBUSTER INC: Wins Final Approval for Access to Cash Collateral
BLOCKBUSTER INC: Wins Nod to Pay $68.5 Mil. in Debt to Studios
BONEYARD LLC: Chapter 11 Reorganization Case Dismissed

BYSYNERGY LLC: Wants Case Dismissed as Property Foreclosed
CALIFORNIA BANK: Moody's Cuts Issuer Rating to B1 From Ba3
CAPMARK FINANCIAL: Judge Approves $975M Settlement With Lenders
CAREFREE WILLOWS: Wants to Use Cash Collateral; Lender Objects
CENTAUR LLC: Valley View Downs L/C Extended Until January

CHRISTIAN WHITTINGTON: Case Summary & Creditors List
CIRCUIT CITY: No Class Claims Under Liquidation Plan
CONTECH CONSTRUCTION: Completes "Balance Sheet Restructuring"
CIT GROUP: DBRS Keeps 'B' Issuer Rating After Q3 Results
CLYDE DAVIS: Case Summary & 14 Largest Unsecured Creditors

CLYDE WILLIAMS: Case Summary & 5 Largest Unsecured Creditors
CONTINENTAL COMMON: Voluntary Chapter 11 Case Summary
CONTINENTAL TRUSTEES: S&P Assigns 'BB' Rating to $200 Mil. Notes
CREAM MINERALS: Lender's Forbearance Conditioned on Minco Deal
CROWN CASTLE: Fitch Upgrades Issuer Default Rating to 'BB'

DANMART PROPERTIES: Voluntary Chapter 11 Case Summary
DAVID MARCOE: Wants Access to Lenders' Cash Collateral
DELTA AIR: Court OKs Sharing of Info. on Retiree Benefit Plans
DELTA AIR: Reports $929 Million Profit in Sept. 30 Quarter
DELTA AIR: Seeks Final Decree Closing Chapter 11 Cases

DYNAVAX TECHNOLOGIES: Prices Public Offering of Shares at $1.70
DYNEGY INC: Asks Stockholders to Vote in Favor of Merger
EMIVEST AEROSPACE: RB Capital DIP Financing Approved on Interim
ENRON CORP: ECRC Files 24th Post-Confirmation Report
ENRON CORP: Fraud Claims v. J. Brown Dismissed by District Judge

ENRON CORP: Prosecutor Wants Loopholes on Skilling Ruling Fixed
FRAC TECH: Moody's Assigns 'B1' Corporate Family Rating
GARLOCK SEALING: Asbestos Trust Fights Move for Victims' Info
GAS CITY: Asks Court to Extend Filing of Schedules by 45 Days
GAS CITY: Section 341(a) Meeting Scheduled for December 1

GAS CITY: Lenders Object to Proposal to Get US$2.2MM Financing
GAS CITY: Taps Proskauer Rose as Bankruptcy Counsel
GLOBAL AUTOCARE: S&P Gives Negative Outlook, Affirms 'B' Rating
GYMBOREE CORP: S&P Assigns 'B+' Corporate Credit Rating
HARRISBURG, PA: Misses Nov. 1 Debt Payment; to Skip December Dues

HELIX BIOPHARMA: Posts C$14.5 Million Net Loss in Fiscal 2010
HONOLULU SYMPHONY: Reaches Settlement with Musicians' Union
HYDROGENICS CORP: Hosts Third Quarter Conference Call November 10
HYUN UM: Files Schedules of Assets and Liabilities
HYUN UM: Taps Crocker Law to Handle Reorganization Case

HYUN UM: U.S. Trustee Forms Three-Member Creditors Committee
I-10 BARKER: U.S. Trustee Unable to Form Creditors Committee
INNKEEPERS USA: Wants Plan Filing Exclusivity Until March 16
INTELLIPHARMACEUTICS INT'L: Gets Non-Compliance Notice From NASDAQ
J & J CONSTRUCTION: U.S. Trustee Wants Case Converted to Chapter 7

JOHN KONECNIK: Has Until December 22 to Propose Chapter 11 Plan
JOHN YEDINAK: Case Summary & 20 Largest Unsecured Creditors
JULIUS JOHNSON: Case Summary & 20 Largest Unsecured Creditors
KINGSWAY FINANCIAL: AM Best Affirms 'B-' Financial Strength Rating
KORI PAGE: Case Summary & 10 Largest Unsecured Creditors

LAKEVIEW AT CAROLINA: Reorganization Case Converted to Chapter 7
LAS VEGAS MONORAIL: District Judge Affirms Right to File Ch. 11
LAWRENCE HERRERA: Case Summary & 14 Largest Unsecured Creditors
LEHMAN BROTHERS: Bankr. Court Approves Danske Bank Settlement
LEHMAN BROTHERS: Caixa Wins Approval to Assign Interest in Note

LEHMAN BROTHERS: Taps Wollmuth as Counsel for Avoidance Suits
LEHMAN BROTHERS: UP Recovery Seeks Immediate Claim Payment
LOEHMANN'S INC: Said to be Preparing Prepackaged Bankruptcy
M&T BANK: Wilmington Trust Deal Cues Moody's Rating Reviews
MAGIC BRANDS: Seeks More Time to Finalize Liquidation Plan

MARK LOWRY: Case Summary & 6 Largest Unsecured Creditors
MARSHALL GROUP: Plan of Reorganization Wins Court Approval
MCKESSON CORP: US Oncology Deal Cues Moody's to Keep 'Ba1' Rating
MEADOWS OF JUPITER: Case Summary & 20 Largest Unsecured Creditors
MERUELO MADDUX: Opposes Equityholders' Plea to Delay Voting

MOOG INC: Moody's Changes Outlook to Stable, Affirms 'Ba2' Rating
NON-INVASIVE MONITORING: Morrison Brown Raises Going Concern
NORTH COAST: A.M. Best Assigns 'C+' Financial Strength Rating
NPC INTERNATIONAL: Moody's Affirms 'B2' Corporate Family Rating
NUTRACEA: Plan of Reorganization Approved by Bankruptcy Court

NY TIMES: Moody's Assigns 'B1' Rating to $200 Mil. Senior Notes
NY TIMES: S&P Rates $200M Rule 144A Senior Notes at 'B+'
OMNICITY CORP: Files Amendment No. 2 to Fiscal 2010 Q1 Report
OMNICITY CORP: Filing of July 31 Annual Report to be Delayed
OTC HOLDINGS: To Present Plan for Confirmation on Dec. 14

PACIFICHEALTH LABORATORIES: Posts $87,400 Net Loss in Q3 2010
POINT BLANK: Class-Action Plaintiffs Protest Bid's to Reject Deal
RASER TECHNOLOGIES: Makes $2.2MM Semi-Annual Interest Payment
RASER TECHNOLOGIES: Trades Under OTCBB Today After NYSE Delisting
REDCO DEVELOPMENT: Can Use Sterling Savings' Cash Collateral

REDCO DEVELOPMENT: U.S. Trustee Unable to Form Creditors Committee
RICHARD MILSNER: Case Summary & Largest Unsecured Creditor
ROOFING SUPPLY: Moody's Assigns 'B2' Corporate Family Rating
ROYAL HOSPITALITY: Can Hire Hodgson Russ as Bankruptcy Counsel
RURAL/METRO OPERATING: Moody's Puts 'B2' Rating on $200 Mil. Notes

SONRISA PROPERTIES: Hearing for Compass Plan Outline on Nov. 16
SPECIALTY PRODUCTS: Asbestos Trust Fights Move for Victims' Info
STEPHANIE SERPA: Bank of America Says No to Cash Collateral Use
SUNESIS PHARMCEUTICALS: Posts $5.1 Million Net Loss in Q3 2010
SUNGARD DATA: Moody's Assigns 'Caa1' Rating to $500 Mil. Notes

SUNGARD DATA: Fitch Assigns 'B-/RR5' Rating to $500 Mil. Notes
SUNGARD DATA: S&P Assigns 'B' Rating on Senior Unsecured Debt
SYNIVERSE TECHNOLOGIES: Carlyle Deal Won't Affect Moody's Ratings
TAYLOR BEAN: Plan Partly Pays $8 Billion in Claims
TERRESTAR NETWORKS: Proposes Dec. 11 Claims Bar Date

TERRESTAR NETWORKS: Sec. 341 Meeting Set for November 10
TERRESTAR NETWORKS: U.S. Trustee Names 7 to Creditors Committee
THE UNION CREDIT UNION: NCUA Names Liquidating Agent
TRANSDIGM INC: Moody's Confirms Corporate Family Rating at 'B1'
TRANSDIGM INC: S&P Affirms 'B+' Corporate Credit Rating

TRONOX INC: Wins Approval of $125MM Exit Loans from Wells Fargo
TROPICANA ENTERTAINMENT: Lenders Seek to Cut Final Fees
ULTIMATE ESCAPES: Selling Properties to Three Buyers
UNI-PIXEL INC: Posts $1.5 Million Net Loss in September 30 Quarter
UNION CARBIDE: Moody's Ups Ratings on Debentures to Baa3 From Ba2

UNITED WESTERN: Inks Oak Hill Investment Deal & JPM Forbearance
UNIVERSITY CITY: S&P Gives Positive Outlook, Affirms 'B' Rating
UNIVISION COMMUNICATIONS: S&P Raises Corp. Credit Rating to 'B'
US DATAWORKS: Appoints Grant Thornton as New Independent Auditors
US ONCOLOGY: Moody's Puts Ratings Under Review for Possible Raise

US AIRWAYS: Reports $250 Million Net Profit in Third Quarter
US AIRWAYS: Updates on Financial Outlook for 2010
US AIRWAYS: Wants B. Mitchell Adversary Proceeding Stayed
VAN CHASE: U.S. Trustee Unable to Form Creditors Committee
VERTIS HOLDINGS: Amends Terms for Comprehensive Recapitalization

VINEYARD CHRISTIAN: Ch. 11 Trustee Wants Case Converted to Ch. 7
VITRO SAB: To File for Bankr. in Mexico, Chapter 15 in U.S.
WILLARD FRAZIER: Case Summary & 18 Largest Unsecured Creditors
WILMINGTON TRUST: S&P Puts 'BB+/B' Rating on Watch Positive
ZIONS BANCORP: Moody's Downgrades Bank Deposit Rating to Ba3

* Upcoming Meetings, Conferences and Seminars

                            *********

ADVANTA CORP: Files Plan; Unsecureds to See 37%-71% Recovery
------------------------------------------------------------
Advanta Corp. disclosed that it, together with certain of its
subsidiaries, filed a Debtors' Joint Plan under chapter 11 of the
United States Bankruptcy Code and a Disclosure Statement related
to the Plan.  The Plan and Disclosure Statement have been approved
by the Debtors' Boards of Directors and are subject to the
approval of the bankruptcy court.  Among other things, the
Disclosure Statement provides projections for the approximate
percentage recovery rates for claims against Advanta including a
recovery range of 64.4% to 100.0% for Investment Note claims and
RediReserve Certificate claims, and a recovery range of 37.7% to
71.3% for General Unsecured claims against the Consolidated
Debtors, as defined in the Plan.  As previously disclosed, the
Debtors anticipate that there will be no distributions to the
preferred or common stockholders of Advanta Corp. nor continuing
interest in Advanta Corp. (or any of the trusts formed under the
Plan) on the part of the preferred or common stockholders.

This beneficial result for creditors comes about for a number of
reasons including the fact that:

The Company placed itself in bankruptcy at a time when it had
approximately $100 million in cash and equivalents enabling it to
preserve cash for creditors rather than having it dissipated.
The Company was able to file its tax returns in a way that in
combination with the successful resolution of ensuing litigation
reduced a claim by the FDIC relating to Advanta Bank Corp. from
$170 million to between zero and $50 million and provides for a
potential recovery for the Company of $5 million.

The Company was able to preserve assets as a result of successful
litigation with the FDIC involving another banking subsidiary,
Advanta Bank; and, the Company was able to secure control and
transition servicing of a portfolio of credit card receivables
that it owns.

"Because of these actions, Investment Note holders and RediReserve
certificate holders, who are our largest group of creditors, could
potentially recover all of their investment which has been a key
goal of ours in these otherwise unfortunate circumstances," said
Dennis Alter, Chairman and CEO.

The bankruptcy court is scheduled to consider approval of the
Disclosure Statement in December 2010.  Once approved, the Plan
will be sent to eligible creditors for voting.  The Company
anticipates approval of the Plan sometime in early 2011.

                        About Advanta Corp.

Advanta Corp. -- http://www.advanta.com/-- has had a 59-year
history of being a leading innovator in the financial services
industry and of providing great value to its stakeholders,
including its senior retail note holders and shareholders, prior
to the recent reversals.  It has also been a major civic and
charitable force in the communities in which it is based,
particularly in the Greater Philadelphia area.

In June 2009, the Federal Deposit Insurance Corporation placed
significant restrictions on the activities and operations of
Advanta Bank Corp., a wholly owned subsidiary of the Company, as
the Bank's capital ratios were below required regulatory levels.

On November 8, 2009, Advanta Corp. filed for Chapter 11 (Bankr. D.
Del. Case No. 09-13931).  Attorneys at Weil, Gotshal & Manges LLP,
and Richards, Layton & Finger, P.A., serve as bankruptcy counsel.
Alvarez & Marsal serves as financial advisor.  The Garden City
Group, Inc., serves as claims agent.  The filing did not include
Advanta Bank Corp.  The petition says that Advanta Corp.'s assets
totaled $363,000,000 while debts totaled $331,000,000 as of
September 30, 2009.


ALMATIS B.V.: Bankr. Professionals File Final Fee Applications
--------------------------------------------------------------
Eleven professionals retained in the Chapter 11 cases of Almatis
B.V. and its affiliated debtors filed fee applications, seeking
final payment of fees for their services and reimbursement of
expenses.

The professionals and the fees and expenses they seek are:

  Professional               Fee Period      Fees         Expenses
  ------------               ----------      ----         --------
Butzel Long                  06/25/10 to     US$29,552    US$1,709
                             09/20/10

DC Advisory Partners Ltd.    04/30/10 to   US$5,500,925  US$48,377
                             09/20/10

De Brauw Blackstone          04/30/10 to   EUR1,998,852   EUR8,849
Westbroek N.V.               09/20/10

Ernst & Young GmbH           04/30/10 to     EUR266,658          -
                             09/20/10

Ernst & Young                04/30/10 to     US$724,231       US$0
Belastingadviseurs LLP       09/20/10

Gibson Dunn & Crutcher       04/30/10 to   GBP3,511,720  GBP88,240
                             09/20/10

Linklaters LLP               04/30/10 to   GBP1,323,611  GBP10,748
                             09/20/10

Moelis & Company LLC         04/30/10 to     US$450,000    $33,580
                             09/20/10

Schultze & Braun GmbH        04/30/10 to     EUR103,433          -
Rechtsanwaltsgesellschaft    09/20/10

Schultze & Braun GmbH        04/30/10 to     EUR396,421     EUR858
Rechtsanwaltsgesellschaft    09/20/10
WirtschaftsprUfungsgesellschaft

Talbot Hughes McKillop       04/30/10 to     GBP937,324  BP178,091
                             09/20/10

Gibson Dunn is the Debtors' legal counsel and Talbot Hughes is
the Debtors' cash management adviser.  De Brauw, Butzel and
Linklaters serve as special counsel to the Debtors.

Moelis & Company is investment banker to the Debtors.  DC
Advisory acts as the Debtors' financial adviser.  The firms of
Ernst & Young were employed as the Debtors' tax advisers.

The firms of Schultze & Braun provided legal advice to the
directors of the Almatis companies in Germany and opinion on the
restructuring of their businesses.

The Court is set to convene a hearing on November 10, 2010, to
consider approval of the Final Fee Applications.

                       About Almatis Group

Almatis B.V., operationally headquartered in Frankfurt, Germany,
is a global leader in the development, manufacture and supply of
premium specialty alumina products.  With nearly 900 employees
worldwide, the company's products are used in a wide variety of
industries, including steel production, cement production, non-
ferrous metal production, plastics, paper, ceramics, carpet
manufacturing and electronic industries.  Almatis operates nine
production facilities worldwide and serves customers around the
world.  Until 2004, the business was known as the chemical
business of Alcoa.  Almatis is now owned by Dubai International
Capital LLC, the international investment arm of Dubai Holding.

Almatis B.V., and its affiliates filed for Chapter 11 on April 30,
2010 (Bankr. S.D.N.Y. Lead Case No. 10-12308).  Almatis B.V.
estimated assets of US$500 million to US$1 billion and debts of
more than US$1 billion in its petition.

Michael A. Rosenthal, Esq., at Gibson, Dunn & Crutcher LLP, serves
as counsel to the Debtors in the Chapter 11 cases.  Linklaters LLP
is the special English and German counsel and De Brauw Blackstone
Westbroek N.V. is Dutch counsel.  Epiq Bankruptcy Solutions, LLC,
serves as claims and notice agent.

The Debtors' reorganization plan was declared effective on
September 30, 2010, allowing the Debtors to fully complete their
financial restructuring and emerge from Chapter 11 protection.
The Almatis restructuring plan took effect a week after it was
confirmed by Bankruptcy Judge Martin Glenn for the Southern
District of New York.


ALMATIS B.V.: Files Bankruptcy Closing Report
---------------------------------------------
Almatis B.V. and its affiliated debtors filed with the U.S.
Bankruptcy Court for the Southern District of New York a closing
report on October 15, 2010, disclosing that they have paid a
total of $3.982 million to Gibson Dunn & Crutcher LLP for its
fees.

Gibson Dunn served as the Debtors' bankruptcy counsel during the
pendency of their Chapter 11 cases.

The Debtors also disclosed that they paid a total of
$8.915 million for the fees and expenses incurred by various
other professionals which they employed during the pendency
of their bankruptcy cases.

The Debtors may be required to make additional payments in the
event the Bankruptcy Court determines that Gibson Dunn and the
other professionals are entitled to fees in an amount greater
than the amount already paid, according to the report.

The hearing to determine the professionals' fees on a final basis
is scheduled for November 10, 2010.

The Debtors further reported that they have consummated the
transactions necessary to implement their restructuring plan as
well as the distributions required to be made on September 30,
2010, the effective date of the restructuring plan.

Details of the transactions that were consummated to implement
the terms of the restructuring plan are contained in an
implementation memorandum, a copy of which is available for free
at http://bankrupt.com/misc/Almatis_ImplementationMemo.pdf

The Debtors' reorganization plan was declared effective on
September 30, 2010, allowing the Debtors to fully complete their
financial restructuring and emerge from Chapter 11 protection.

The Almatis restructuring plan took effect more than a week after
it was confirmed by Bankruptcy Judge Martin Glenn for the
Southern District of New York.

                       About Almatis Group

Almatis B.V., operationally headquartered in Frankfurt, Germany,
is a global leader in the development, manufacture and supply of
premium specialty alumina products.  With nearly 900 employees
worldwide, the company's products are used in a wide variety of
industries, including steel production, cement production, non-
ferrous metal production, plastics, paper, ceramics, carpet
manufacturing and electronic industries.  Almatis operates nine
production facilities worldwide and serves customers around the
world.  Until 2004, the business was known as the chemical
business of Alcoa.  Almatis is now owned by Dubai International
Capital LLC, the international investment arm of Dubai Holding.

Almatis B.V., and its affiliates filed for Chapter 11 on April 30,
2010 (Bankr. S.D.N.Y. Lead Case No. 10-12308).  Almatis B.V.
estimated assets of US$500 million to US$1 billion and debts of
more than US$1 billion in its petition.

Michael A. Rosenthal, Esq., at Gibson, Dunn & Crutcher LLP, serves
as counsel to the Debtors in the Chapter 11 cases.  Linklaters LLP
is the special English and German counsel and De Brauw Blackstone
Westbroek N.V. is Dutch counsel.  Epiq Bankruptcy Solutions, LLC,
serves as claims and notice agent.


ALTACANADA ENERGY: May Face Receivership if Planned Sale Fails
--------------------------------------------------------------
AltaCanada Energy Corporation said Monday it obtained an extension
of the fourth Amended and Extended Forbearance Agreement with
National Bank on October 29, 2010.  The deal includes consent to a
receivership order that the Bank could exercise if the Company's
strategic process is not successful in the Bank's discretion.
AltaCanada said the Bank may make that decision on November 2,
2010.

AltaCanada commenced a strategic sales process with CIBC World
Markets in September to either sell AltaCanada, find suitable
merger candidates, or locate investment capital to reorganize the
Company.  Proposals were due on November 2.  The Company said 111
companies have been contacted through this process.

"We have no assurance that the Bank will continue to provide
financing. The Bank has cooperated with Alta Canada in permitting
the Company to proceed with the current drilling program," the
Company said.

Based in Calgary, Alberta, AltaCanada Energy Corporation --
http://www.altacanada.com/-- is engaged in the acquisition,
exploitation and production of crude oil and natural gas reserves
in Western Canada and Montana.


AMEGY BANK: Moody's Cuts Issuer Rating to B1 From Ba3
-----------------------------------------------------
Moody's Investors Service announced that it has downgraded the
ratings of 10 large U.S. regional banks after reducing its
government support assumptions for these entities.  The affected
entities, whose ratings were placed on review for possible
downgrade on July 27, 2010, had benefited from Moody's support
assumptions since 2009.

The banks affected by this action are subsidiaries of these 10
holding companies, listed alphabetically.  This list includes the
current bank-level deposit ratings following the removal of
support.

* BB&T Corporation -- bank deposits to Aa3 from Aa2

* Capital One Financial Corporation -- bank deposits to A3 from A2

* Fifth Third Bancorp -- bank deposits to A3 from A2

* KeyCorp -- bank deposits to A3 from A2

* PNC Financial Services Group, Inc. -- bank deposits to A2 from
  A1

* Popular, Inc. -- bank deposits to Baa3 from Baa2

* Regions Financial Corporation -- bank deposits to Baa3 from Baa1

* SunTrust Banks, Inc. -- bank deposits to A3 from A2

* U.S. Bancorp -- bank deposits to Aa2 from Aa1

* Zions Bancorporation -- bank deposits to Ba3 from Ba2

Additionally, as a result of the reduced support assumptions, the
ratings outlook on the subsidiaries of American Express Company
was changed.

These issuers' guaranteed debt obligations issued under the FDIC's
TLGP program were unaffected by the actions and remain Aaa.

                         Rating Rationale

"The downgrades reflect Moody's view that the likelihood of
government support for these 10 institutions is lower now that the
U.S. banking system has moved beyond the depths of the financial
crisis," said Robert Young, Managing Director for Moody's North
American Bank Ratings.  "The failure of any one of these banks
therefore would be unlikely to trigger contagion and systemic
risk."

In passing the Dodd-Frank Wall Street Reform and Consumer
Protection Act this summer, the government signaled its intent to
limit support for individual banks.  This contrasts with its
stance in early 2009, when it stated that support would be
forthcoming for large regional banks that could not raise
sufficient capital to satisfy government requirements under the
Supervisory Capital Assessment Program.

In reviewing its support assumptions, Moody's took into account
the government's existing TARP investments in six large regional
banks (Fifth Third, KeyCorp, Popular, Regions, SunTrust, and
Zions).  "Although the TARP investments are significant, all of
these banks are currently devising plans to repay the government
and are unlikely to keep the TARP in place over the long term,"
Young noted.  The probability that the government would support
any one of these institutions through a TARP conversion is
therefore limited.

                   Specific Bank Actions Differ

BB&T: Moody's removed its assumption of support and placed BB&T's
long-term ratings on review for further downgrade.  During its
review of BB&T's stand-alone credit strength, Moody's will focus
on BB&T's ability to maintain its core pre-provision, pre-tax
earnings in a still-challenging environment for U.S. banks, while
assessing the risks associated with its above-average loan growth
outside of commercial real estate as it shifts its portfolio away
from that troubled asset class.  Moody's will also consider the
likely pace of further reductions in BB&T's sizable portfolio of
foreclosed properties.

In the event of a downgrade, a one-notch reduction is most likely.
Were this to occur, BB&T's ratings would remain comparatively
high, particularly among its Southeastern and large regional bank
peers.  Its senior holding company obligations are currently rated
A1 and its long-term bank deposits (after the removal of systemic
support) are rated Aa3.  BB&T's Prime-1 short-term ratings, at
both the bank and the holding company, are affirmed and are not on
review.

SunTrust: The downgrade resulting from the removal of systemic
support assumptions was tempered by Moody's upgrade of SunTrust's
stand-alone bank financial strength rating to C from C-.  The
combination of these two actions resulted in most of the holding
company's ratings being confirmed (senior debt, Baa1), except for
the preferred stock ratings, which were notched off the BFSR and
were therefore upgraded with the BFSR (non-cumulative preferred to
Ba1 from Ba2).  However, the combination of the removal of
systemic support assumptions and the upgrade of the BFSR did lead
to a one-notch downgrade of the ratings on SunTrust Bank (long-
term deposit rating to A3 from A2; short-term rating to Prime-2
from Prime-1).  Following these rating actions, the outlook on all
of SunTrust's ratings is stable.

Regions: The removal of support assumptions resulted in a two-
notch downgrade of Regions' bank-level debt and deposit ratings
(long-term deposit rating to Baa3 from Baa1; short-term rating to
Prime-3 from Prime-2) and a one-notch downgrade of the holding
company's ratings (senior debt to Ba1 from Baa3; short-term rating
to Not-Prime from Prime-3).  Following these actions, the outlook
on all of Regions' ratings remains negative.

Capital One, Fifth Third, KeyCorp, Zions: The removal of support
assumptions resulted in a one-notch downgrade of these four banks'
bank-level debt and deposit ratings, but did not affect any of the
holding companies' ratings, which were not on review.

PNC, Popular, U.S. Bancorp: Moody's continues to ascribe support
in the case of these three banks, but at a reduced level.  The
reduction in the support assumption resulted in a one-notch
downgrade of these banks' bank-level debt and deposit ratings.
The ratings of these entities' holding companies were not on
review and were affirmed at their current level.  While the lower
probability of support does not provide any lift to their current
stand-alone ratings, at a lower stand-alone rating some ratings
lift might result.  The ongoing assumption of support for US
Bancorp and PNC is due primarily to their importance in the
payment system and their significant national deposit share.  The
support assumption for Popular reflects its dominant position in
Puerto Rico, together with that island's physical isolation and
political importance.

                         Rating Outlooks

The rating outlook on four of these banks did not change.  The
outlook on Regions, Popular, and U.S. Bancorp remains negative,
while that on Zions remains positive.

However, the ratings outlook on six of the banks did change.  On
Capital One, Fifth Third, and KeyCorp it was changed to stable
from negative; on PNC it was changed to positive from stable; and
on SunTrust it was changed to stable after the upgrade discussed
above.  "These outlook changes reflect the banks' improving credit
metrics and strengthened capital profiles relative to Moody's
previous expectations, particularly at PNC and SunTrust," said
Allen Tischler, Moody's Vice President and Lead Analyst for Fifth
Third, KeyCorp, SunTrust, and PNC.

Finally, the rating outlook on American Express Company's
subsidiaries was changed to negative from stable as a result of
the removal of the support assumption.

The last rating action on BB&T Corporation, Capital One Financial
Corporation, Fifth Third Bancorp, KeyCorp, PNC Financial Services
Group, Inc., Popular, Inc., Regions Financial Corporation,
SunTrust Banks, Inc., and U.S. Bancorp was on July 27, 2010, when
Moody's placed on review for possible downgrade all the ratings
that had benefited from systemic support at these banks.

The last rating action on Zions Bancorporation and its
subsidiaries was on August 3, 2010, when Moody's changed the
rating outlook on the unsupported ratings of Zions Bancorporation
and its subsidiaries to positive from negative, including those of
its lead bank, Zions First National Bank.

The last rating action on American Express Company was on February
17, 2010, when Moody's downgraded the ratings on certain U.S.
banks' hybrid securities, in line with its revised Guidelines for
Rating Bank Hybrids and Subordinated Debt, published in November
2009.

Downgrades:

Issuer: BB&T Financial, FSB

  -- Senior Unsecured Deposit Rating, Downgraded to Aa3 from Aa2

Issuer: Banco Popular de Puerto Rico

  -- Issuer Rating, Downgraded to Baa3 from Baa2
  -- OSO Rating, Downgraded to P-3 from P-2
  -- Deposit Rating, Downgraded to P-3 from P-2
  -- OSO Senior Unsecured OSO Rating, Downgraded to Baa3 from Baa2
  -- Senior Unsecured Deposit Rating, Downgraded to Baa3 from Baa2

Issuer: Branch Banking and Trust Company

  -- Issuer Rating, Downgraded to Aa3 from Aa2

  -- OSO Senior Unsecured OSO Rating, Downgraded to Aa3 from Aa2

  -- Multiple Seniority Bank Note Program, Downgraded to a range
     of A1 to Aa3 from a range of Aa3 to Aa2

  -- Subordinate Regular Bond/Debenture, Downgraded to A1 from Aa3

  -- Senior Unsecured Deposit Rating, Downgraded to Aa3 from Aa2

Issuer: SunTrust Bank

  -- Issuer Rating, Downgraded to A3 from A2

  -- OSO Rating, Downgraded to P-2 from P-1

  -- Deposit Rating, Downgraded to P-2 from P-1

  -- OSO Senior Unsecured OSO Rating, Downgraded to A3 from A2

  -- Multiple Seniority Bank Note Program, Downgraded to a range
     of Baa1 to P-2 from a range of A3 to P-1

  -- Subordinate Regular Bond/Debenture, Downgraded to Baa1 from
     A3

  -- Senior Unsecured Deposit Note/Takedown, Downgraded to A3 from
     A2

  -- Senior Unsecured Medium-Term Note Program, Downgraded to a
     range of (P)P-2, (P)A3 from a range of (P)P-1, (P)A2

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to A3
     from A2

  -- Senior Unsecured Deposit Rating, Downgraded to A3 from A2

Issuer: Fifth Third Bank, Ohio

  -- Issuer Rating, Downgraded to A3 from A2

  -- OSO Rating, Downgraded to P-2 from P-1

  -- Deposit Rating, Downgraded to P-2 from P-1

  -- OSO Senior Unsecured OSO Rating, Downgraded to A3 from A2

  -- Multiple Seniority Bank Note Program, Downgraded to a range
     of Baa1 to P-2 from a range of A3 to P-1

  -- Subordinate Regular Bond/Debenture, Downgraded to Baa1 from
     A3

  -- Senior Unsecured Bank Note Program, Downgraded to P-2 from P-
     1

  -- Senior Unsecured Deposit Program, Downgraded to A3 from A2

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to A3
     from A2

  -- Senior Unsecured Deposit Rating, Downgraded to A3 from A2

Issuer: KeyBank National Association

  -- Issuer Rating, Downgraded to A3 from A2

  -- OSO Rating, Downgraded to P-2 from P-1

  -- Deposit Rating, Downgraded to P-2 from P-1

  -- OSO Senior Unsecured OSO Rating, Downgraded to A3 from A2

  -- Multiple Seniority Bank Note Program, Downgraded to a range
     of Baa1 to P-2 from a range of A3 to P-1

  -- Multiple Seniority Medium-Term Note Program, Downgraded to a
     range of (P)P-2, (P)A3, (P)Baa1 from a range of (P)P-1,
     (P)A2, (P)A3

  -- Subordinate Regular Bond/Debenture, Downgraded to Baa1 from
     A3

  -- Senior Unsecured Bank Note Program, Downgraded to a range of
     A3 to P-2 from a range of A2 to P-1

  -- Senior Unsecured Deposit Program, Downgraded to P-2, A3 from
     P-1, A2

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to A3
     from A2

  -- Senior Unsecured Deposit Rating, Downgraded to A3 from A2

Issuer: National City Bank

  -- Subordinate Regular Bond/Debenture, Downgraded to A3 from A2

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to A2
     from A1

Issuer: National City Bank of Indiana

  -- Subordinate Regular Bond/Debenture, Downgraded to A3 from A2

Issuer: National City Bank of Kentucky

  -- Subordinate Regular Bond/Debenture, Downgraded to A3 from A2

Issuer: National City Bank of Pennsylvania

  -- Subordinate Regular Bond/Debenture, Downgraded to A3 from A2

Issuer: PNC Bank, N.A.

  -- Issuer Rating, Downgraded to A2 from A1

  -- OSO Senior Unsecured OSO Rating, Downgraded to A2 from A1

  -- Multiple Seniority Bank Note Program, Downgraded to a range
     of A2, A3 from a range of A1, A2

  -- Subordinate Regular Bond/Debenture, Downgraded to A3 from A2

  -- Senior Unsecured Bank Note Program, Downgraded to A2 from A1

  -- Senior Unsecured Medium-Term Note Program, Downgraded to
     (P)A2 from (P)A1

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to A2
     from A1

  -- Senior Unsecured Deposit Rating, Downgraded to A2 from A1

Issuer: Provident Bank

  -- Subordinate Regular Bond/Debenture, Downgraded to A3 from A2

Issuer: U.S. Bank National Association

  -- Issuer Rating, Downgraded to Aa2 from Aa1

  -- OSO Senior Unsecured OSO Rating, Downgraded to Aa2 from Aa1

  -- Multiple Seniority Bank Note Program, Downgraded to a range
     of Aa2, Aa3 from a range of Aa1, Aa2

  -- Subordinate Regular Bond/Debenture, Downgraded to Aa3 from
     Aa2

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to Aa2
     from Aa1

  -- Senior Unsecured Deposit Rating, Downgraded to Aa2 from Aa1

Issuer: U.S. Bank National Association ND

  -- Issuer Rating, Downgraded to Aa2 from Aa1
  -- OSO Senior Unsecured OSO Rating, Downgraded to Aa2 from Aa1
  -- Senior Unsecured Deposit Rating, Downgraded to Aa2 from Aa1

Issuer: Capital One Bank

  -- Issuer Rating, Downgraded to A3 from A2

  -- OSO Rating, Downgraded to P-2 from P-1

  -- Deposit Rating, Downgraded to P-2 from P-1

  -- OSO Senior Unsecured OSO Rating, Downgraded to A3 from A2

  -- Multiple Seniority Bank Note Program, Downgraded to a range
     of P-2, A3, Baa1 from a range of P-1, A2, A3

  -- Subordinate Regular Bond/Debenture, Downgraded to Baa1 from
     A3

  -- Senior Unsecured Deposit Note/Takedown, Downgraded to A3 from
     A2

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to A3
     from A2

  -- Senior Unsecured Deposit Rating, Downgraded to A3 from A2

Issuer: Capital One, N.A.

  -- Issuer Rating, Downgraded to A3 from A2
  -- OSO Rating, Downgraded to P-2 from P-1
  -- Deposit Rating, Downgraded to P-2 from P-1
  -- OSO Senior Unsecured OSO Rating, Downgraded to A3 from A2
  -- Senior Unsecured Deposit Program, Downgraded to A3 from A2
  -- Senior Unsecured Deposit Rating, Downgraded to A3 from A2

Issuer: AmSouth Bancorporation

  -- Subordinate Regular Bond/Debenture, Downgraded to Ba2 from
     Ba1

Issuer: AmSouth Bank

  -- Subordinate Regular Bond/Debenture, Downgraded to Ba1 from
     Baa2

Issuer: Regions Bank

  -- Issuer Rating, Downgraded to Baa3 from Baa1

  -- OSO Rating, Downgraded to P-3 from P-2

  -- Deposit Rating, Downgraded to P-3 from P-2

  -- OSO Senior Unsecured OSO Rating, Downgraded to Baa3 from Baa1

  -- Multiple Seniority Bank Note Program, Downgraded to a range
     of Ba1 to P-3 from a range of Baa2 to P-2

  -- Subordinate Regular Bond/Debenture, Downgraded to Ba1 from
     Baa2

  -- Senior Unsecured Deposit Rating, Downgraded to Baa3 from Baa1

Issuer: Regions Financial Corporation

  -- Issuer Rating, Downgraded to a range of NP, Ba1 from a range
     of P-3, Baa3

  -- Multiple Seniority Shelf, Downgraded to a range of (P)Ba3 to
      (P)Ba1 from a range of (P)Ba2 to (P)Baa3

  -- Subordinate Regular Bond/Debenture, Downgraded to Ba2 from
     Ba1

  -- Subordinate Shelf, Downgraded to (P)Ba2 from (P)Ba1

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to Ba1
     from Baa3

Issuer: Regions Financing Trust II

  -- Preferred Stock Preferred Stock, Downgraded to Ba3 from Ba2
  -- Preferred Stock Shelf, Downgraded to (P)Ba3 from (P)Ba2

Issuer: Regions Financing Trust III

  -- Preferred Stock Preferred Stock, Downgraded to Ba3 from Ba2

Issuer: Union Planters Bank, National Association

  -- Subordinate Regular Bond/Debenture, Downgraded to Ba1 from
     Baa2

Issuer: Union Planters Corporation

  -- Subordinate Regular Bond/Debenture, Downgraded to Ba2 from
     Ba1

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to Ba1
     from Baa3

Issuer: Amegy Bank National Association

  -- Issuer Rating, Downgraded to B1 from Ba3
  -- OSO Senior Unsecured OSO Rating, Downgraded to B1 from Ba3
  -- Senior Unsecured Deposit Rating, Downgraded to Ba3 from Ba2

Issuer: California Bank & Trust

  -- Issuer Rating, Downgraded to B1 from Ba3
  -- OSO Senior Unsecured OSO Rating, Downgraded to B1 from Ba3
  -- Senior Unsecured Deposit Rating, Downgraded to Ba3 from Ba2

Issuer: Nevada State Bank

  -- Issuer Rating, Downgraded to B1 from Ba3
  -- OSO Senior Unsecured OSO Rating, Downgraded to B1 from Ba3
  -- Senior Unsecured Deposit Rating, Downgraded to Ba3 from Ba2

Issuer: Zions First National Bank

  -- Issuer Rating, Downgraded to B1 from Ba3
  -- OSO Senior Unsecured OSO Rating, Downgraded to B1 from Ba3
  -- Senior Unsecured Deposit Rating, Downgraded to Ba3 from Ba2

Upgrades:

Issuer: SunTrust Bank

  -- Bank Financial Strength Rating, Upgraded to C from C-

Issuer: SunTrust Banks, Inc.

  -- Multiple Seniority Shelf, Upgraded to (P)Baa3 from (P)Ba1
  -- Preferred Stock Preferred Stock, Upgraded to Ba1 from Ba2

Issuer: SunTrust Preferred Capital I

  -- Preferred Stock Preferred Stock, Upgraded to Ba1 from Ba2

Issuer: SunTrust Real Estate Investment Corporation
  -- Preferred Stock Preferred Stock, Upgraded to Baa3 from Ba1

On Review for Possible Downgrade:

Issuer: BB&T Capital Trust I

  -- Preferred Stock Preferred Stock, Placed on Review for
     Possible Downgrade, currently A3

  -- Preferred Stock Shelf, Placed on Review for Possible
     Downgrade, currently (P)A3

Issuer: BB&T Capital Trust II

  -- Preferred Stock Preferred Stock, Placed on Review for
     Possible Downgrade, currently A3

Issuer: BB&T Capital Trust IV

  -- Preferred Stock Preferred Stock, Placed on Review for
     Possible Downgrade, currently A3

Issuer: BB&T Capital Trust V

  -- Preferred Stock Preferred Stock, Placed on Review for
     Possible Downgrade, currently A3

  -- Preferred Stock Shelf, Placed on Review for Possible
     Downgrade, currently (P)A3

Issuer: BB&T Capital Trust VI

  -- Preferred Stock Preferred Stock, Placed on Review for
     Possible Downgrade, currently A3

  -- Preferred Stock Shelf, Placed on Review for Possible
     Downgrade, currently (P)A3

Issuer: BB&T Capital Trust VII

  -- Preferred Stock Preferred Stock, Placed on Review for
     Possible Downgrade, currently A3

  -- Preferred Stock Shelf, Placed on Review for Possible
     Downgrade, currently (P)A3

Issuer: BB&T Capital Trust VIII

  -- Preferred Stock Shelf, Placed on Review for Possible
     Downgrade, currently (P)A3

Issuer: BB&T Corporation

  -- Issuer Rating, Placed on Review for Possible Downgrade,
     currently A1

  -- Multiple Seniority Medium-Term Note Program, Placed on Review
     for Possible Downgrade, currently a range of (P)A2, (P)A1

  -- Multiple Seniority Shelf, Placed on Review for Possible
     Downgrade, currently a range of (P)A3 to (P)A1

  -- Subordinate Regular Bond/Debenture, Placed on Review for
     Possible Downgrade, currently A2

  -- Senior Unsecured Regular Bond/Debenture, Placed on Review for
     Possible Downgrade, currently A1

Issuer: BB&T Financial, FSB

  -- Bank Financial Strength Rating, Placed on Review for Possible
     Downgrade, currently B

  -- Senior Unsecured Deposit Rating, Placed on Review for
     Possible Downgrade, currently Aa3

Issuer: Branch Banking and Trust Company

  -- Bank Financial Strength Rating, Placed on Review for Possible
     Downgrade, currently B

  -- Issuer Rating, Placed on Review for Possible Downgrade,
     currently Aa3

  -- OSO Senior Unsecured OSO Rating, Placed on Review for
     Possible Downgrade, currently Aa3

  -- Multiple Seniority Bank Note Program, Placed on Review for
     Possible Downgrade, currently a range of A1 to Aa3

  -- Subordinate Regular Bond/Debenture, Placed on Review for
     Possible Downgrade, currently A1

  -- Senior Unsecured Deposit Rating, Placed on Review for
     Possible Downgrade, currently Aa3

Outlook Actions:

Issuer: American Express Travel Related Svcs Co., Inc

  -- Outlook, Changed to Negative From Stable

Issuer: American Express Centurion Bank

  -- Outlook, Changed to Negative From Stable

Issuer: American Express Bank, FSB

  -- Outlook, Changed to Negative From Stable

Issuer: American Express Credit Corporation

  -- Outlook, Changed to Negative From Stable

Issuer: BB&T Capital Trust I

  -- Outlook, Changed To Rating Under Review From Negative

Issuer: BB&T Capital Trust II

  -- Outlook, Changed To Rating Under Review From Negative

Issuer: BB&T Capital Trust IV

  -- Outlook, Changed To Rating Under Review From Negative

Issuer: BB&T Capital Trust V

  -- Outlook, Changed To Rating Under Review From Negative

Issuer: BB&T Capital Trust VI

  -- Outlook, Changed To Rating Under Review From Negative

Issuer: BB&T Capital Trust VII

  -- Outlook, Changed To Rating Under Review From Negative

Issuer: BB&T Capital Trust VIII

  -- Outlook, Changed To Rating Under Review From Negative

Issuer: BB&T Corporation

  -- Outlook, Changed To Rating Under Review From Negative

Issuer: Banco Popular de Puerto Rico

  -- Outlook, Changed To Negative From Rating Under Review

Issuer: Capital One Financial Corporation

  -- Outlook, Changed to Stable from Negative

Issuer: Capital One Capital II

  -- Outlook, Changed to Stable from Negative

Issuer: Capital One Capital III

  -- Outlook, Changed to Stable from Negative

Issuer: Capital One Capital IV

  -- Outlook, Changed to Stable from Negative

Issuer: Capital One Capital V

  -- Outlook, Changed to Stable from Negative

Issuer: Capital One Capital VI

  -- Outlook, Changed to Stable from Negative

Issuer: North Fork Capital Trust II

  -- Outlook, Changed to Stable from Negative

Issuer: Hibernia Corporation

  -- Outlook, Changed to Stable from Negative

Issuer: National Commerce Capital Trust I

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: SunTrust Bank

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: SunTrust Banks, Inc.

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: SunTrust Capital I

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: SunTrust Capital IX

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: SunTrust Capital VIII

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: SunTrust Capital X

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: SunTrust Capital XI

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: SunTrust Capital XII

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: SunTrust Capital XIII

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: SunTrust Capital XIV

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: SunTrust Capital XV

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: SunTrust Capital XVI

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: SunTrust Capital XVII

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: SunTrust Preferred Capital I

  -- Outlook, Changed To Stable From Negative

Issuer: SunTrust Real Estate Investment Corporation

  -- Outlook, Changed To Stable From Negative

Issuer: Fifth Third Bank, Ohio

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: Fifth Third Bancorp

  -- Outlook, Changed To Stable From Negative

Issuer: Fifth Third Capital Trust II

  -- Outlook, Changed To Stable From Negative

Issuer: Fifth Third Capital Trust IV

  -- Outlook, Changed To Stable From Negative

Issuer: Fifth Third Capital Trust V

  -- Outlook, Changed To Stable From Negative

Issuer: Fifth Third Capital Trust VI

  -- Outlook, Changed To Stable From Negative

Issuer: Fifth Third Capital Trust VII

  -- Outlook, Changed To Stable From Negative

Issuer: KeyBank National Association

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: KeyCorp

  -- Outlook, Changed To Stable From Negative

Issuer: KeyCorp Capital I

  -- Outlook, Changed To Stable From Negative

Issuer: KeyCorp Capital II

  -- Outlook, Changed To Stable From Negative

Issuer: KeyCorp Capital III

  -- Outlook, Changed To Stable From Negative

Issuer: KeyCorp Capital V

  -- Outlook, Changed To Stable From Negative

Issuer: KeyCorp Capital VI

  -- Outlook, Changed To Stable From Negative

Issuer: KeyCorp Capital VII

  -- Outlook, Changed To Stable From Negative

Issuer: KeyCorp Capital VIII

  -- Outlook, Changed To Stable From Negative

Issuer: KeyCorp Capital IX

  -- Outlook, Changed To Stable From Negative

Issuer: KeyCorp Capital X

  -- Outlook, Changed To Stable From Negative

Issuer: National City Bank
  -- Outlook, Changed To Positive From Rating Under Review

Issuer: National City Bank of Indiana

  -- Outlook, Changed To Positive From Rating Under Review

Issuer: National City Bank of Kentucky

  -- Outlook, Changed To Positive From Rating Under Review

Issuer: National City Bank of Pennsylvania

  -- Outlook, Changed To Positive From Rating Under Review

Issuer: PNC Bank, N.A.

  -- Outlook, Changed To Positive From Rating Under Review

Issuer: Provident Bank

  -- Outlook, Changed To Positive From Rating Under Review

Issuer: National City Preferred Capital Trust I

  -- Outlook, Changed To Positive From Stable

Issuer: Merchants National Corp

  -- Outlook, Changed To Positive From Stable

Issuer: National City Corporation

  -- Outlook, Changed To Positive From Stable

Issuer: PNC Capital Trust C

  -- Outlook, Changed To Positive From Stable

Issuer: PNC Capital Trust D

  -- Outlook, Changed To Positive From Stable

Issuer: PNC Capital Trust E

  -- Outlook, Changed To Positive From Stable

Issuer: PNC Capital Trust F

  -- Outlook, Changed To Positive From Stable

Issuer: PNC Capital Trust G

  -- Outlook, Changed To Positive From Stable

Issuer: PNC Capital Trust H

  -- Outlook, Changed To Positive From Stable

Issuer: PNC Funding Corporation

  -- Outlook, Changed To Positive From Stable

Issuer: Mercantile Bankshares Corporation

  -- Outlook, Changed To Positive From Stable

Issuer: National City Capital Trust II

  -- Outlook, Changed To Positive From Stable

Issuer: National City Capital Trust III

  -- Outlook, Changed To Positive From Stable

Issuer: National City Capital Trust IV

  -- Outlook, Changed To Positive From Stable

Issuer: National City Credit Corporation

  -- Outlook, Changed To Positive From Stable

Issuer: PNC Financial Services Group, Inc.

  -- Outlook, Changed To Positive From Stable

Issuer: PNC Preferred Funding Trust I

  -- Outlook, Changed To Positive From Stable

Issuer: PNC Preferred Funding Trust II

  -- Outlook, Changed To Positive From Stable

Issuer: PNC Preferred Funding Trust III

  -- Outlook, Changed To Positive From Stable

Issuer: U.S. Bank National Association

  -- Outlook, Changed To Negative From Rating Under Review

Issuer: U.S. Bank National Association ND

  -- Outlook, Changed To Negative From Rating Under Review

Issuer: Capital One Bank

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: Capital One, N.A.

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: AmSouth Bancorporation

  -- Outlook, Changed To Negative From Rating Under Review

Issuer: AmSouth Bank

  -- Outlook, Changed To Negative From Rating Under Review

Issuer: Regions Bank

  -- Outlook, Changed To Negative From Rating Under Review

Issuer: Regions Financial Corporation

  -- Outlook, Changed To Negative From Rating Under Review

Issuer: Regions Financing Trust II

  -- Outlook, Changed To Negative From Rating Under Review

Issuer: Regions Financing Trust III

  -- Outlook, Changed To Negative From Rating Under Review

Issuer: Union Planters Bank, National Association

  -- Outlook, Changed To Negative From Rating Under Review

Issuer: Union Planters Corporation

  -- Outlook, Changed To Negative From Rating Under Review

Issuer: Amegy Bank National Association

  -- Outlook, Changed To Positive From Rating Under Review

Issuer: California Bank & Trust

  -- Outlook, Changed To Positive From Rating Under Review

Issuer: Nevada State Bank

  -- Outlook, Changed To Positive From Rating Under Review

Issuer: Zions First National Bank

  -- Outlook, Changed To Positive From Rating Under Review

Confirmations:

Issuer: National Commerce Capital Trust I

  -- Preferred Stock Preferred Stock, Confirmed at Baa3

Issuer: SunTrust Banks, Inc.

  -- Issuer Rating, Confirmed at Baa1

  -- Multiple Seniority Shelf, Confirmed at (P)Baa3, (P)Baa2,
     (P)Baa1

  -- Subordinate Regular Bond/Debenture, Confirmed at Baa2

  -- Senior Unsecured Regular Bond/Debenture, Confirmed at Baa1

Issuer: SunTrust Capital I

  -- Preferred Stock Preferred Stock, Confirmed at Baa3

Issuer: SunTrust Capital IX

  -- Preferred Stock Preferred Stock, Confirmed at Baa3

Issuer: SunTrust Capital VIII

  -- Preferred Stock Preferred Stock, Confirmed at Baa3

Issuer: SunTrust Capital X

  -- Preferred Stock Shelf, Confirmed at (P)Baa3

Issuer: SunTrust Capital XI

  -- Preferred Stock Shelf, Confirmed at (P)Baa3

Issuer: SunTrust Capital XII

  -- Preferred Stock Shelf, Confirmed at (P)Baa3

Issuer: SunTrust Capital XIII

  -- Preferred Stock Shelf, Confirmed at (P)Baa3

Issuer: SunTrust Capital XIV

  -- Preferred Stock Shelf, Confirmed at (P)Baa3

Issuer: SunTrust Capital XV

  -- Preferred Stock Shelf, Confirmed at (P)Baa3

Issuer: SunTrust Capital XVI

  -- Preferred Stock Shelf, Confirmed at (P)Baa3

Issuer: SunTrust Capital XVII

  -- Preferred Stock Shelf, Confirmed at (P)Baa3

The principal methodologies used in this rating were Bank
Financial Strength Ratings: Global Methodology published in
February 2007, and Incorporation of Joint-Default Analysis into
Moody's Bank Ratings: A Refined Methodology published in March
2007.


AMERICAN ACHIEVEMENT: Moody's Upgrades Corp. Family Rating to 'B3'
------------------------------------------------------------------
Moody's Investors Service upgraded American Achievement Group
Holding Corp.'s corporate family rating to B3 from Caa1 and
probability of default rating to B3 from Caa2 following the
successful refinancing of the company's capital structure.
Moody's has also assigned a B3 rating to the $365 million of
American Achievement Corporation's senior secured notes with a
coupon of 10.875%.  These rating actions conclude the review for
possible upgrade initiated on October 18, 2010.  The rating
outlook is stable.

Given the changes to American Achievement's capital structure, the
CFR and PDR ratings are transferred from America Achievement Group
Holdings to American Achievement Corporation.

                        Ratings Rationale

Importantly, the new capital structure extends AAC's maturity
profile to 2015 and provides good covenant protection,
particularly in regard to potential de-capitalization by the
shareholder.  In addition, the B3 rating reflects AAC's small
scale, still high leverage, modest interest coverage and, in
Moody's view, the potential for limited free cash flow over the
next 18 months balanced by its sizable market position in the
relatively stable school ring and yearbook space, attractive
operating margins and the expectation of de-leveraging through
EBITDA growth.

Ratings upgraded:

American Achievement Corporation:

  -- Corporate Family Rating to B3 from Caa1
  -- Probability of Default Rating to B3 from Caa2

Rating Assigned:

  -- $365 million senior secured notes at B3 (LGD-4, 57%)

Ratings Withdrawn:

American Achievement Group Holding Corp.:

  -- Senior PIK notes due 2012 at Caa3

AAC Group Holding Corp.

  -- $132 million Senior discount notes due 2012 at Caa2

American Achievement Corporation:

  -- $150 million senior subordinated notes due 2012 at B2

  -- $40 million senior secured revolving credit facility due 2010
     at B1

  -- $70 million senior secured term loan due 2011 at B1

The stable outlook incorporates Moody's view that AAC will improve
its operating performance despite the weak economic environment.
The stable outlook incorporates the expectation of EBITDA
expansion given the company's investment in new productivity
initiatives, enhancement to the brands and improvement in the
distribution channels.

Positive momentum of AAC's rating is expected to be driven by
growth in the top line leading to a reduction in leverage to under
6 times debt-to-EBITDA alongside generation of free cash flow (at
least 5% FCF-to-debt).

Ongoing pressure on the top line and weakening of EBITDA margins
could put negative pressure on the corporate family rating.
Moody's would consider a negative action should AAC not de-lever
as expected and/or fail to generate free cash flow by the end of
next year.

Headquartered in Austin, Texas, American Achievement Corporation
is a leading provider of school-related affinity products and
services.  The company holds strong market shares in each of its
product segments -- yearbooks, class rings, and graduation
products.  Revenues for the fiscal year ended were approximately
$293-295 million.  AAC is owned by the private equity firm, Fenway
Partners, LLC.


AMERICAN APPAREL: Posts $14.7 Million Net Loss in June 30 Quarter
-----------------------------------------------------------------
American Apparel, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $14.7 million on $132.7 million of revenue
for the three months ended June 30, 2010, compared with net income
of $4.5 million on $136.1 million of revenue for the same period
last year.

The Company incurred a loss from operations of $8.6 million for
the three months ended June 30, 2010, as compared to income from
operations of $7.4 million for the same period last year.

The Company's balance sheet at June 30, 2010, showed
$312.7 million in total assets, $212.9 million in total
liabilities, and stockholders' equity of $99.8 million.

American Apparel discloses that as of June 30, 2010, it was in
compliance with all required covenants of the revolving credit
facility of $75,000,000 with Bank of America, N.A., and the
$80,000,000 term loan agreement with Lion Capital LLP.  However,
as of June 30, 2010, the Company was not in compliance with the
covenant under the C$11,000,000 credit agreement with Bank of
Montreal, which required furnishing audited financial statements
of American Apparel's Canadian operations to Bank of Montreal
within 120 days after December 31, 2009.

American Apparel also stated in the Form 10-Q, "The Company
incurred a substantial loss from operations and had negative cash
flows from operating activities for the six months ended June 30,
2010.  Based upon results of operations for the six months ended
June 30, 2010, and through the issuance date of these financial
statements and projected for the remainder of 2010, the Company
may not have sufficient liquidity necessary to sustain operations
for the next twelve months.  The Company's current operating plan
indicates that losses from operations are expected to continue
through at least the third quarter of 2010.  The Company believes
that it is probable that beginning January 31, 2011, the Company
will not be in compliance with the minimum Consolidated EBITDA
covenant under the Lion Credit Agreement."

"Noncompliance with covenants under the Lion Credit Agreement
constitutes an event of default under the BofA Credit Agreement,
which, if not waived, could block the Company from making
borrowings under the BofA Credit Agreement.  In addition, all
indebtedness under the BofA Credit Agreement and the Lion Credit
Agreement could be declared immediately due and payable."

The Company believes the foregoing factors, among others, raise
substantial doubt about its ability to continue as a going
concern.

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

               http://researcharchives.com/t/s?6d42

                      About American Apparel

Los Angeles, Calif.-based American Apparel, Inc. (NYSE Amex: APP)
-- http://www.americanapparel.com/-- is a vertically integrated
manufacturer, distributor, and retailer of branded fashion basic
apparel.  At June 30, 2010, the Company operated a total of 279
retail stores in the United States, Canada and 18 other countries.


AMERICAN INT'L: Raises $37 Billion to Repay U.S. Government
-----------------------------------------------------------
American International Group, Inc., on Monday said it has raised
nearly $37 billion to repay the United States government through
its sale of one insurance subsidiary, American Life Insurance
Company, and the initial public offering of a second, AIA Group
Limited.

AIG on Monday closed the sale of ALICO to MetLife, Inc., for
approximately $16.2 billion, including approximately $7.2 billion
in cash and the remainder in MetLife securities.  The $7.2 billion
cash portion of the consideration includes an upward purchase
price adjustment of approximately $400 million pursuant to the
terms of the purchase agreement between MetLife and AIG.

On October 22 and 29, respectively, AIG disclosed in regulatory
filings that the gross proceeds from the initial public offer of
AIA were $17.8 billion and the exercise of the over-allotment
option for the offering increased the gross proceeds to
$20.51 billion.

Together, the AIA and ALICO transactions raised approximately
$36.71 billion, $27.71 billion of which was in cash proceeds.

AIG expects to use the cash proceeds from the ALICO and AIA
transactions to repay the credit facility extended to AIG by the
Federal Reserve Bank of New York and to make payments on other
interests owned by the government, under terms of the Agreement in
Principle announced by AIG as part of its recapitalization plan on
September 30, 2010.  The MetLife securities will be sold over
time, subject to certain lock-up provisions and market conditions,
to provide additional funds to repay the government.

"We promised the American taxpayers we would repay them and the
initial public offering of AIA last week and the completion of the
ALICO transaction move us closer to delivering on our promise,"
said Robert H. Benmosche, AIG President and Chief Executive
Officer.  "These transactions will generate sufficient cash to
allow AIG to pay off the FRBNY credit facility, marking a major
milestone in our commitment to repay the American taxpayers."

Proceeds from the transactions are being placed in an escrow fund
with the FRBNY until the closing of the recapitalization plan,
expected no later than the first quarter of 2011.

As of October 27, 2010, the principal and interest owed to the
FRBNY on the credit facility was approximately $20 billion.

"As we said on September 30, AIG will restructure itself around
its core property casualty and life and retirement services
businesses, which are performing well, and will provide our
company with a strong foundation to build value for all
stakeholders going forward," Mr. Benmosche said.

                             About AIG

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

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

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


AMERIGAS PARTNERS: Fitch Affirms 'BB+' Issuer Default Rating
------------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Ratings and
outstanding debt ratings for AmeriGas Partners, L.P.'s and
Amerigas Finance Corp. and AP Eagle Finance Corp., co-issuers of
certain of APU's outstanding notes.  The Rating Outlooks have been
revised to Positive from Stable.  About $868 million of
outstanding long-term debt is affected.

Fitch affirms these ratings:

AmeriGas Partners, L.P./Amerigas Finance Corp.

  -- IDR at 'BB+';
  -- Senior unsecured at 'BB+'.

AmeriGas Partners, L.P./AP Eagle Finance Corp.

  -- IDR at 'BB+';
  -- Senior unsecured at 'BB+'.

APU's ratings reflect the underlying strength of its retail
propane distribution network, broad geographic reach, adequate
credit metrics, and proven ability to manage unit margins under
various operating conditions.  Additionally, the company's growing
Amerigas Cylinder Exchange propane cylinder exchange business
provides modest positive cash flow during the summer months when
the traditional space heating related propane distribution
business is relatively slow.  APU's ratings also consider the
structural subordination of its debt obligations to revolver
borrowings at AmeriGas Propane, LP, its operating limited
partnership subsidiary.

APU's financial performance remains sensitive to weather
conditions and general customer conservation, and the company must
continue to manage volatile supply costs and price-induced
customer conservation.  The recessionary economy and volatile
price of propane, which is loosely correlated to the price of oil,
has been exacerbating volume sales declines throughout the sector.
These factors have the potential to lead to further customer
conservation, increased bad debt expense, and could test APU's
ability to sustain its current robust profit margins.

Fitch notes sales volumes have declined for APU due in part to
warmer than normal weather and continued general economic malaise.
APU's retail volumes were down roughly 4.5% year-over-year for the
nine month period ended June 30, 2010.  APU is seeing volume
declines in all of their customer segments, excepting ACE which
has seen volume sales growth as the program continues to be rolled
out to an increasing number of locations nationally.  Management
reports that volume declines are being driven by the most
economically sensitive customer segments, which Fitch believes
should start to see a modest rebound as the economy improves.
Volume declines have been particularly pronounced in APU's
forklift segment, consistent with reduced shipping volumes and
inventory turns at big box retailers.  However, management
recently noted at APU's analyst day that forklift volumes have
seen recent increases, providing some optimism heading into the
holiday season when shipping and inventory turns tend to increase.

APU has managed to effectively pass through propane supply cost
increases on to customers and has consistently maintained and even
grown gross margins during periods of volatile weather conditions
and commodity price volatility over the past several years.  As a
result, APU has maintained fairly solid credit metrics.  For the
12 months ended June 30, 2010, consolidated operating EBITDA-to-
interest expense and total debt-to-operating EBITDA equaled 4.9
times and 2.7x, respectively.  Absent large acquisitions, for
fiscal years 2010 and 2011, Fitch estimates consolidated EBITDA-
to-interest and debt-to-operating EBITDA equal to approximately
5.7x and 2.7x and 5.7x and 2.6x, respectively.

The revision in Outlook is reflective of the underlying strength
of APU's retail distribution network, broad geographic scope,
conservative management practices, Fitch's expectations for
continued margin stability and metric strength and the retirement
of AGP's remaining outstanding first mortgage bonds.  Overall, in
recent years Fitch has largely viewed the retail propane sector
business outlook to be moderately negative, stressing concerns
over demand destruction due to fuel switching, price volatility
and the impact of conservation.  However, Fitch believes that APU
management has exhibited its ability and intent to maintain a
stable balance sheet and consistent credit metrics even in the
face of varying market conditions and growth through acquisitions.
APU has proven itself adept at managing its operating costs,
distribution policies, and integrating acquisitions.  As a result,
APU has seen steady EBITDA growth, cash flow consistency and
improved credit metrics over the past several years despite
elevated sales volume and commodity price volatility.  Should
these results and practices continue Fitch could take a positive
rating action.  Any negative credit action would be driven by a
variety of factors including margin deterioration, significant
demand destruction, or a more aggressive distribution or
acquisition policy which leads to increased leverage.

Amerigas Propane, Inc., an indirect subsidiary of UGI Corp. owns
an effective 44% interest in APU as the general partner and a
limited partner.  APU is a master limited partnership that
conducts a national propane distribution business through its
operating partnership subsidiary AGP and AGP's subsidiaries.  The
APU debt is co-issued with either of its special purpose financing
subsidiaries AP Eagle Finance Corp. and AmeriGas Finance Corp.

APU's liquidity is supported by a $200 million credit facility at
AGP that includes a $125 million revolving credit facility and a
$75 million acquisition facility (which may also be used for
working capital purposes).  AGP also has a $75 million
supplemental credit facility that matures in June 2011.  Fitch
notes that the AGP's revolvers currently structurally subordinate
APU long-term debt; however, there are currently no plans for
issuing any new long-term debt at the operating entity following
the recent retirement of AGP's remaining outstanding first
mortgage bonds.  Revolver borrowings are typically for inventory
and seasonal in nature and APU's liquidity position is expected to
be more than adequate for seasonal borrowings heading into the
winter heating season.  The revolving credit facility matures on
Oct. 15, 2011.


AMR CORP: S&P Changes Outlook to Stable, Affirms 'B-' Rating
------------------------------------------------------------
Standard & Poor's Ratings Services said it has revised its outlook
on AMR Corp. and its major operating subsidiary, American Airlines
Inc., to stable from negative, based on AMR's improved operating
performance, which has bolstered credit quality.  S&P also
affirmed its 'B-' corporate credit rating and most issue ratings
on the two companies and lowered selected ratings on American's
enhanced equipment trust certificates.

"S&P's affirmation and outlook revision are based on AMR's
improving operating performance, which has strengthened its credit
ratios," said Standard & Poor's credit analyst Betsy Snyder.  The
company reported its first quarterly profit since the third
quarter of 2007 -- $143 million in the third quarter of 2010.  The
company had a loss of $359 million in the same period of 2009.
For the nine months ended Sept. 30, 2010, the company narrowed its
loss to $373 million from $1.1 billion.  The improved operating
performance was primarily the result of a 12% increase in revenues
in the first nine months of 2010, and passenger revenue per
available seat mile was up 12% from that at the same period in
2009.

Still, AMR has lagged behind the industry in profitability, as all
other U.S. airlines reported profits in the second quarter of
2010.  AMR's credit measures, although improving, remain weaker
than those of the other large U.S. airlines.  For the full year
2010, S&P expects the company to report a loss, albeit
substantially lower than the $1.5 billion reported in 2009, and
S&P expects the company to roughly break even in 2011, assuming
low economic growth and no fuel price spike.  This should result
in slight improvement in credit ratios.

S&P's rating actions on American's EETCs are based, in addition to
the affirmation of the corporate credit rating, on S&P's review of
collateral protection available to holders of the EETCs and on
S&P's estimates of any changes in the importance of particular
aircraft to American (which could affect whether the airline would
affirm the aircraft financings in any future bankruptcy, or return
the aircraft to creditors).

The ratings on Dallas, Texas-based AMR and American Airlines
reflect a highly leveraged financial profile with significant
intermediate-term debt maturities and risks associated with
participation in the price-competitive, cyclical, and capital-
intensive airline industry.  The ratings also reflect AMR's
adequate liquidity and diverse global route network.  S&P
characterize AMR's business risk profile as weak and its financial
risk profile as highly leveraged.

Since late 2008, AMR's market share has fallen to third place from
first among U.S. airlines.  American's global route network,
although extensive, is not as comprehensive as either
United/Continental's or Delta's, and American has a small presence
in Asia.  However, American has a leading position among U.S.
airlines in Latin America, and substantial traffic connects
through its Miami hub.  AMR has focused on operations at five
cities that it calls "cornerstones" -- New York, Los Angeles
(LAX), Miami, Chicago, and Dallas/Ft. Worth (DFW) -- all major
population and business centers.  In July 2010, AMR began an
arrangement with JetBlue Airways Corp., in which passengers on
either airline can connect with the other at New York and Boston.

On Oct. 1, 2010, after 14 years of attempts, American finally
launched a joint venture with British Airways and Iberia across
the Atlantic, after receiving clearance from U.S. and EU
regulators.  American has also received tentative approval from
U.S. regulators and final approval from Japanese regulators to
begin a similar joint venture with JAL across the Pacific.  It
will also begin service from New York to Haneda, Tokyo's close-in
airport, in January 2011.  The company estimates these initiatives
could bring in additional annual revenues and cost savings of at
least $500 million by the end of 2012, with the bulk coming in
2011.

The outlook is stable.  If continued improved profitability
generates adjusted funds flow to debt of at least 10% for a
sustained period, and the company successfully refinances its
substantial 2011 and 2012 debt maturities, S&P could raise its
ratings.  Conversely, if adverse industry conditions (for example,
a double-dip recession or serious fuel price spike) cause
financial results to deteriorate such that funds flow to debt
falls into the low-single-digit percent area, or if unrestricted
liquidity falls below $3 billion on a sustained basis, S&P could
lower the ratings.


AMSOUTH BANCORP: Moody's Cuts Regular Bond/Debenture Rating to Ba2
------------------------------------------------------------------
Moody's Investors Service announced that it has downgraded the
ratings of 10 large U.S. regional banks after reducing its
government support assumptions for these entities.  The affected
entities, whose ratings were placed on review for possible
downgrade on July 27, 2010, had benefited from Moody's support
assumptions since 2009.

The banks affected by this action are subsidiaries of these 10
holding companies, listed alphabetically.  This list includes the
current bank-level deposit ratings following the removal of
support.

* BB&T Corporation -- bank deposits to Aa3 from Aa2

* Capital One Financial Corporation -- bank deposits to A3 from A2

* Fifth Third Bancorp -- bank deposits to A3 from A2

* KeyCorp -- bank deposits to A3 from A2

* PNC Financial Services Group, Inc. -- bank deposits to A2 from
  A1

* Popular, Inc. -- bank deposits to Baa3 from Baa2

* Regions Financial Corporation -- bank deposits to Baa3 from Baa1

* SunTrust Banks, Inc. -- bank deposits to A3 from A2

* U.S. Bancorp -- bank deposits to Aa2 from Aa1

* Zions Bancorporation -- bank deposits to Ba3 from Ba2

Additionally, as a result of the reduced support assumptions, the
ratings outlook on the subsidiaries of American Express Company
was changed.

These issuers' guaranteed debt obligations issued under the FDIC's
TLGP program were unaffected by the actions and remain Aaa.

                         Rating Rationale

"The downgrades reflect Moody's view that the likelihood of
government support for these 10 institutions is lower now that the
U.S. banking system has moved beyond the depths of the financial
crisis," said Robert Young, Managing Director for Moody's North
American Bank Ratings.  "The failure of any one of these banks
therefore would be unlikely to trigger contagion and systemic
risk."

In passing the Dodd-Frank Wall Street Reform and Consumer
Protection Act this summer, the government signaled its intent to
limit support for individual banks.  This contrasts with its
stance in early 2009, when it stated that support would be
forthcoming for large regional banks that could not raise
sufficient capital to satisfy government requirements under the
Supervisory Capital Assessment Program.

In reviewing its support assumptions, Moody's took into account
the government's existing TARP investments in six large regional
banks (Fifth Third, KeyCorp, Popular, Regions, SunTrust, and
Zions).  "Although the TARP investments are significant, all of
these banks are currently devising plans to repay the government
and are unlikely to keep the TARP in place over the long term,"
Young noted.  The probability that the government would support
any one of these institutions through a TARP conversion is
therefore limited.

                   Specific Bank Actions Differ

BB&T: Moody's removed its assumption of support and placed BB&T's
long-term ratings on review for further downgrade.  During its
review of BB&T's stand-alone credit strength, Moody's will focus
on BB&T's ability to maintain its core pre-provision, pre-tax
earnings in a still-challenging environment for U.S. banks, while
assessing the risks associated with its above-average loan growth
outside of commercial real estate as it shifts its portfolio away
from that troubled asset class.  Moody's will also consider the
likely pace of further reductions in BB&T's sizable portfolio of
foreclosed properties.

In the event of a downgrade, a one-notch reduction is most likely.
Were this to occur, BB&T's ratings would remain comparatively
high, particularly among its Southeastern and large regional bank
peers.  Its senior holding company obligations are currently rated
A1 and its long-term bank deposits (after the removal of systemic
support) are rated Aa3.  BB&T's Prime-1 short-term ratings, at
both the bank and the holding company, are affirmed and are not on
review.

SunTrust: The downgrade resulting from the removal of systemic
support assumptions was tempered by Moody's upgrade of SunTrust's
stand-alone bank financial strength rating to C from C-.  The
combination of these two actions resulted in most of the holding
company's ratings being confirmed (senior debt, Baa1), except for
the preferred stock ratings, which were notched off the BFSR and
were therefore upgraded with the BFSR (non-cumulative preferred to
Ba1 from Ba2).  However, the combination of the removal of
systemic support assumptions and the upgrade of the BFSR did lead
to a one-notch downgrade of the ratings on SunTrust Bank (long-
term deposit rating to A3 from A2; short-term rating to Prime-2
from Prime-1).  Following these rating actions, the outlook on all
of SunTrust's ratings is stable.

Regions: The removal of support assumptions resulted in a two-
notch downgrade of Regions' bank-level debt and deposit ratings
(long-term deposit rating to Baa3 from Baa1; short-term rating to
Prime-3 from Prime-2) and a one-notch downgrade of the holding
company's ratings (senior debt to Ba1 from Baa3; short-term rating
to Not-Prime from Prime-3).  Following these actions, the outlook
on all of Regions' ratings remains negative.

Capital One, Fifth Third, KeyCorp, Zions: The removal of support
assumptions resulted in a one-notch downgrade of these four banks'
bank-level debt and deposit ratings, but did not affect any of the
holding companies' ratings, which were not on review.

PNC, Popular, U.S. Bancorp: Moody's continues to ascribe support
in the case of these three banks, but at a reduced level.  The
reduction in the support assumption resulted in a one-notch
downgrade of these banks' bank-level debt and deposit ratings.
The ratings of these entities' holding companies were not on
review and were affirmed at their current level.  While the lower
probability of support does not provide any lift to their current
stand-alone ratings, at a lower stand-alone rating some ratings
lift might result.  The ongoing assumption of support for US
Bancorp and PNC is due primarily to their importance in the
payment system and their significant national deposit share.  The
support assumption for Popular reflects its dominant position in
Puerto Rico, together with that island's physical isolation and
political importance.

                         Rating Outlooks

The rating outlook on four of these banks did not change.  The
outlook on Regions, Popular, and U.S. Bancorp remains negative,
while that on Zions remains positive.

However, the ratings outlook on six of the banks did change.  On
Capital One, Fifth Third, and KeyCorp it was changed to stable
from negative; on PNC it was changed to positive from stable; and
on SunTrust it was changed to stable after the upgrade discussed
above.  "These outlook changes reflect the banks' improving credit
metrics and strengthened capital profiles relative to Moody's
previous expectations, particularly at PNC and SunTrust," said
Allen Tischler, Moody's Vice President and Lead Analyst for Fifth
Third, KeyCorp, SunTrust, and PNC.

Finally, the rating outlook on American Express Company's
subsidiaries was changed to negative from stable as a result of
the removal of the support assumption.

The last rating action on BB&T Corporation, Capital One Financial
Corporation, Fifth Third Bancorp, KeyCorp, PNC Financial Services
Group, Inc., Popular, Inc., Regions Financial Corporation,
SunTrust Banks, Inc., and U.S. Bancorp was on July 27, 2010, when
Moody's placed on review for possible downgrade all the ratings
that had benefited from systemic support at these banks.

The last rating action on Zions Bancorporation and its
subsidiaries was on August 3, 2010, when Moody's changed the
rating outlook on the unsupported ratings of Zions Bancorporation
and its subsidiaries to positive from negative, including those of
its lead bank, Zions First National Bank.

The last rating action on American Express Company was on February
17, 2010, when Moody's downgraded the ratings on certain U.S.
banks' hybrid securities, in line with its revised Guidelines for
Rating Bank Hybrids and Subordinated Debt, published in November
2009.

Downgrades:

Issuer: BB&T Financial, FSB

  -- Senior Unsecured Deposit Rating, Downgraded to Aa3 from Aa2

Issuer: Banco Popular de Puerto Rico

  -- Issuer Rating, Downgraded to Baa3 from Baa2
  -- OSO Rating, Downgraded to P-3 from P-2
  -- Deposit Rating, Downgraded to P-3 from P-2
  -- OSO Senior Unsecured OSO Rating, Downgraded to Baa3 from Baa2
  -- Senior Unsecured Deposit Rating, Downgraded to Baa3 from Baa2

Issuer: Branch Banking and Trust Company

  -- Issuer Rating, Downgraded to Aa3 from Aa2

  -- OSO Senior Unsecured OSO Rating, Downgraded to Aa3 from Aa2

  -- Multiple Seniority Bank Note Program, Downgraded to a range
     of A1 to Aa3 from a range of Aa3 to Aa2

  -- Subordinate Regular Bond/Debenture, Downgraded to A1 from Aa3

  -- Senior Unsecured Deposit Rating, Downgraded to Aa3 from Aa2

Issuer: SunTrust Bank

  -- Issuer Rating, Downgraded to A3 from A2

  -- OSO Rating, Downgraded to P-2 from P-1

  -- Deposit Rating, Downgraded to P-2 from P-1

  -- OSO Senior Unsecured OSO Rating, Downgraded to A3 from A2

  -- Multiple Seniority Bank Note Program, Downgraded to a range
     of Baa1 to P-2 from a range of A3 to P-1

  -- Subordinate Regular Bond/Debenture, Downgraded to Baa1 from
     A3

  -- Senior Unsecured Deposit Note/Takedown, Downgraded to A3 from
     A2

  -- Senior Unsecured Medium-Term Note Program, Downgraded to a
     range of (P)P-2, (P)A3 from a range of (P)P-1, (P)A2

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to A3
     from A2

  -- Senior Unsecured Deposit Rating, Downgraded to A3 from A2

Issuer: Fifth Third Bank, Ohio

  -- Issuer Rating, Downgraded to A3 from A2

  -- OSO Rating, Downgraded to P-2 from P-1

  -- Deposit Rating, Downgraded to P-2 from P-1

  -- OSO Senior Unsecured OSO Rating, Downgraded to A3 from A2

  -- Multiple Seniority Bank Note Program, Downgraded to a range
     of Baa1 to P-2 from a range of A3 to P-1

  -- Subordinate Regular Bond/Debenture, Downgraded to Baa1 from
     A3

  -- Senior Unsecured Bank Note Program, Downgraded to P-2 from P-
     1

  -- Senior Unsecured Deposit Program, Downgraded to A3 from A2

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to A3
     from A2

  -- Senior Unsecured Deposit Rating, Downgraded to A3 from A2

Issuer: KeyBank National Association

  -- Issuer Rating, Downgraded to A3 from A2

  -- OSO Rating, Downgraded to P-2 from P-1

  -- Deposit Rating, Downgraded to P-2 from P-1

  -- OSO Senior Unsecured OSO Rating, Downgraded to A3 from A2

  -- Multiple Seniority Bank Note Program, Downgraded to a range
     of Baa1 to P-2 from a range of A3 to P-1

  -- Multiple Seniority Medium-Term Note Program, Downgraded to a
     range of (P)P-2, (P)A3, (P)Baa1 from a range of (P)P-1,
     (P)A2, (P)A3

  -- Subordinate Regular Bond/Debenture, Downgraded to Baa1 from
     A3

  -- Senior Unsecured Bank Note Program, Downgraded to a range of
     A3 to P-2 from a range of A2 to P-1

  -- Senior Unsecured Deposit Program, Downgraded to P-2, A3 from
     P-1, A2

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to A3
     from A2

  -- Senior Unsecured Deposit Rating, Downgraded to A3 from A2

Issuer: National City Bank

  -- Subordinate Regular Bond/Debenture, Downgraded to A3 from A2

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to A2
     from A1

Issuer: National City Bank of Indiana

  -- Subordinate Regular Bond/Debenture, Downgraded to A3 from A2

Issuer: National City Bank of Kentucky

  -- Subordinate Regular Bond/Debenture, Downgraded to A3 from A2

Issuer: National City Bank of Pennsylvania

  -- Subordinate Regular Bond/Debenture, Downgraded to A3 from A2

Issuer: PNC Bank, N.A.

  -- Issuer Rating, Downgraded to A2 from A1

  -- OSO Senior Unsecured OSO Rating, Downgraded to A2 from A1

  -- Multiple Seniority Bank Note Program, Downgraded to a range
     of A2, A3 from a range of A1, A2

  -- Subordinate Regular Bond/Debenture, Downgraded to A3 from A2

  -- Senior Unsecured Bank Note Program, Downgraded to A2 from A1

  -- Senior Unsecured Medium-Term Note Program, Downgraded to
     (P)A2 from (P)A1

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to A2
     from A1

  -- Senior Unsecured Deposit Rating, Downgraded to A2 from A1

Issuer: Provident Bank

  -- Subordinate Regular Bond/Debenture, Downgraded to A3 from A2

Issuer: U.S. Bank National Association

  -- Issuer Rating, Downgraded to Aa2 from Aa1

  -- OSO Senior Unsecured OSO Rating, Downgraded to Aa2 from Aa1

  -- Multiple Seniority Bank Note Program, Downgraded to a range
     of Aa2, Aa3 from a range of Aa1, Aa2

  -- Subordinate Regular Bond/Debenture, Downgraded to Aa3 from
     Aa2

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to Aa2
     from Aa1

  -- Senior Unsecured Deposit Rating, Downgraded to Aa2 from Aa1

Issuer: U.S. Bank National Association ND

  -- Issuer Rating, Downgraded to Aa2 from Aa1
  -- OSO Senior Unsecured OSO Rating, Downgraded to Aa2 from Aa1
  -- Senior Unsecured Deposit Rating, Downgraded to Aa2 from Aa1

Issuer: Capital One Bank

  -- Issuer Rating, Downgraded to A3 from A2

  -- OSO Rating, Downgraded to P-2 from P-1

  -- Deposit Rating, Downgraded to P-2 from P-1

  -- OSO Senior Unsecured OSO Rating, Downgraded to A3 from A2

  -- Multiple Seniority Bank Note Program, Downgraded to a range
     of P-2, A3, Baa1 from a range of P-1, A2, A3

  -- Subordinate Regular Bond/Debenture, Downgraded to Baa1 from
     A3

  -- Senior Unsecured Deposit Note/Takedown, Downgraded to A3 from
     A2

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to A3
     from A2

  -- Senior Unsecured Deposit Rating, Downgraded to A3 from A2

Issuer: Capital One, N.A.

  -- Issuer Rating, Downgraded to A3 from A2
  -- OSO Rating, Downgraded to P-2 from P-1
  -- Deposit Rating, Downgraded to P-2 from P-1
  -- OSO Senior Unsecured OSO Rating, Downgraded to A3 from A2
  -- Senior Unsecured Deposit Program, Downgraded to A3 from A2
  -- Senior Unsecured Deposit Rating, Downgraded to A3 from A2

Issuer: AmSouth Bancorporation

  -- Subordinate Regular Bond/Debenture, Downgraded to Ba2 from
     Ba1

Issuer: AmSouth Bank

  -- Subordinate Regular Bond/Debenture, Downgraded to Ba1 from
     Baa2

Issuer: Regions Bank

  -- Issuer Rating, Downgraded to Baa3 from Baa1

  -- OSO Rating, Downgraded to P-3 from P-2

  -- Deposit Rating, Downgraded to P-3 from P-2

  -- OSO Senior Unsecured OSO Rating, Downgraded to Baa3 from Baa1

  -- Multiple Seniority Bank Note Program, Downgraded to a range
     of Ba1 to P-3 from a range of Baa2 to P-2

  -- Subordinate Regular Bond/Debenture, Downgraded to Ba1 from
     Baa2

  -- Senior Unsecured Deposit Rating, Downgraded to Baa3 from Baa1

Issuer: Regions Financial Corporation

  -- Issuer Rating, Downgraded to a range of NP, Ba1 from a range
     of P-3, Baa3

  -- Multiple Seniority Shelf, Downgraded to a range of (P)Ba3 to
      (P)Ba1 from a range of (P)Ba2 to (P)Baa3

  -- Subordinate Regular Bond/Debenture, Downgraded to Ba2 from
     Ba1

  -- Subordinate Shelf, Downgraded to (P)Ba2 from (P)Ba1

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to Ba1
     from Baa3

Issuer: Regions Financing Trust II

  -- Preferred Stock Preferred Stock, Downgraded to Ba3 from Ba2
  -- Preferred Stock Shelf, Downgraded to (P)Ba3 from (P)Ba2

Issuer: Regions Financing Trust III

  -- Preferred Stock Preferred Stock, Downgraded to Ba3 from Ba2

Issuer: Union Planters Bank, National Association

  -- Subordinate Regular Bond/Debenture, Downgraded to Ba1 from
     Baa2

Issuer: Union Planters Corporation

  -- Subordinate Regular Bond/Debenture, Downgraded to Ba2 from
     Ba1

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to Ba1
     from Baa3

Issuer: Amegy Bank National Association

  -- Issuer Rating, Downgraded to B1 from Ba3
  -- OSO Senior Unsecured OSO Rating, Downgraded to B1 from Ba3
  -- Senior Unsecured Deposit Rating, Downgraded to Ba3 from Ba2

Issuer: California Bank & Trust

  -- Issuer Rating, Downgraded to B1 from Ba3
  -- OSO Senior Unsecured OSO Rating, Downgraded to B1 from Ba3
  -- Senior Unsecured Deposit Rating, Downgraded to Ba3 from Ba2

Issuer: Nevada State Bank

  -- Issuer Rating, Downgraded to B1 from Ba3
  -- OSO Senior Unsecured OSO Rating, Downgraded to B1 from Ba3
  -- Senior Unsecured Deposit Rating, Downgraded to Ba3 from Ba2

Issuer: Zions First National Bank

  -- Issuer Rating, Downgraded to B1 from Ba3
  -- OSO Senior Unsecured OSO Rating, Downgraded to B1 from Ba3
  -- Senior Unsecured Deposit Rating, Downgraded to Ba3 from Ba2

Upgrades:

Issuer: SunTrust Bank

  -- Bank Financial Strength Rating, Upgraded to C from C-

Issuer: SunTrust Banks, Inc.

  -- Multiple Seniority Shelf, Upgraded to (P)Baa3 from (P)Ba1
  -- Preferred Stock Preferred Stock, Upgraded to Ba1 from Ba2

Issuer: SunTrust Preferred Capital I

  -- Preferred Stock Preferred Stock, Upgraded to Ba1 from Ba2

Issuer: SunTrust Real Estate Investment Corporation
  -- Preferred Stock Preferred Stock, Upgraded to Baa3 from Ba1

On Review for Possible Downgrade:

Issuer: BB&T Capital Trust I

  -- Preferred Stock Preferred Stock, Placed on Review for
     Possible Downgrade, currently A3

  -- Preferred Stock Shelf, Placed on Review for Possible
     Downgrade, currently (P)A3

Issuer: BB&T Capital Trust II

  -- Preferred Stock Preferred Stock, Placed on Review for
     Possible Downgrade, currently A3

Issuer: BB&T Capital Trust IV

  -- Preferred Stock Preferred Stock, Placed on Review for
     Possible Downgrade, currently A3

Issuer: BB&T Capital Trust V

  -- Preferred Stock Preferred Stock, Placed on Review for
     Possible Downgrade, currently A3

  -- Preferred Stock Shelf, Placed on Review for Possible
     Downgrade, currently (P)A3

Issuer: BB&T Capital Trust VI

  -- Preferred Stock Preferred Stock, Placed on Review for
     Possible Downgrade, currently A3

  -- Preferred Stock Shelf, Placed on Review for Possible
     Downgrade, currently (P)A3

Issuer: BB&T Capital Trust VII

  -- Preferred Stock Preferred Stock, Placed on Review for
     Possible Downgrade, currently A3

  -- Preferred Stock Shelf, Placed on Review for Possible
     Downgrade, currently (P)A3

Issuer: BB&T Capital Trust VIII

  -- Preferred Stock Shelf, Placed on Review for Possible
     Downgrade, currently (P)A3

Issuer: BB&T Corporation

  -- Issuer Rating, Placed on Review for Possible Downgrade,
     currently A1

  -- Multiple Seniority Medium-Term Note Program, Placed on Review
     for Possible Downgrade, currently a range of (P)A2, (P)A1

  -- Multiple Seniority Shelf, Placed on Review for Possible
     Downgrade, currently a range of (P)A3 to (P)A1

  -- Subordinate Regular Bond/Debenture, Placed on Review for
     Possible Downgrade, currently A2

  -- Senior Unsecured Regular Bond/Debenture, Placed on Review for
     Possible Downgrade, currently A1

Issuer: BB&T Financial, FSB

  -- Bank Financial Strength Rating, Placed on Review for Possible
     Downgrade, currently B

  -- Senior Unsecured Deposit Rating, Placed on Review for
     Possible Downgrade, currently Aa3

Issuer: Branch Banking and Trust Company

  -- Bank Financial Strength Rating, Placed on Review for Possible
     Downgrade, currently B

  -- Issuer Rating, Placed on Review for Possible Downgrade,
     currently Aa3

  -- OSO Senior Unsecured OSO Rating, Placed on Review for
     Possible Downgrade, currently Aa3

  -- Multiple Seniority Bank Note Program, Placed on Review for
     Possible Downgrade, currently a range of A1 to Aa3

  -- Subordinate Regular Bond/Debenture, Placed on Review for
     Possible Downgrade, currently A1

  -- Senior Unsecured Deposit Rating, Placed on Review for
     Possible Downgrade, currently Aa3

Outlook Actions:

Issuer: American Express Travel Related Svcs Co., Inc

  -- Outlook, Changed to Negative From Stable

Issuer: American Express Centurion Bank

  -- Outlook, Changed to Negative From Stable

Issuer: American Express Bank, FSB

  -- Outlook, Changed to Negative From Stable

Issuer: American Express Credit Corporation

  -- Outlook, Changed to Negative From Stable

Issuer: BB&T Capital Trust I

  -- Outlook, Changed To Rating Under Review From Negative

Issuer: BB&T Capital Trust II

  -- Outlook, Changed To Rating Under Review From Negative

Issuer: BB&T Capital Trust IV

  -- Outlook, Changed To Rating Under Review From Negative

Issuer: BB&T Capital Trust V

  -- Outlook, Changed To Rating Under Review From Negative

Issuer: BB&T Capital Trust VI

  -- Outlook, Changed To Rating Under Review From Negative

Issuer: BB&T Capital Trust VII

  -- Outlook, Changed To Rating Under Review From Negative

Issuer: BB&T Capital Trust VIII

  -- Outlook, Changed To Rating Under Review From Negative

Issuer: BB&T Corporation

  -- Outlook, Changed To Rating Under Review From Negative

Issuer: Banco Popular de Puerto Rico

  -- Outlook, Changed To Negative From Rating Under Review

Issuer: Capital One Financial Corporation

  -- Outlook, Changed to Stable from Negative

Issuer: Capital One Capital II

  -- Outlook, Changed to Stable from Negative

Issuer: Capital One Capital III

  -- Outlook, Changed to Stable from Negative

Issuer: Capital One Capital IV

  -- Outlook, Changed to Stable from Negative

Issuer: Capital One Capital V

  -- Outlook, Changed to Stable from Negative

Issuer: Capital One Capital VI

  -- Outlook, Changed to Stable from Negative

Issuer: North Fork Capital Trust II

  -- Outlook, Changed to Stable from Negative

Issuer: Hibernia Corporation

  -- Outlook, Changed to Stable from Negative

Issuer: National Commerce Capital Trust I

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: SunTrust Bank

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: SunTrust Banks, Inc.

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: SunTrust Capital I

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: SunTrust Capital IX

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: SunTrust Capital VIII

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: SunTrust Capital X

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: SunTrust Capital XI

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: SunTrust Capital XII

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: SunTrust Capital XIII

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: SunTrust Capital XIV

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: SunTrust Capital XV

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: SunTrust Capital XVI

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: SunTrust Capital XVII

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: SunTrust Preferred Capital I

  -- Outlook, Changed To Stable From Negative

Issuer: SunTrust Real Estate Investment Corporation

  -- Outlook, Changed To Stable From Negative

Issuer: Fifth Third Bank, Ohio

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: Fifth Third Bancorp

  -- Outlook, Changed To Stable From Negative

Issuer: Fifth Third Capital Trust II

  -- Outlook, Changed To Stable From Negative

Issuer: Fifth Third Capital Trust IV

  -- Outlook, Changed To Stable From Negative

Issuer: Fifth Third Capital Trust V

  -- Outlook, Changed To Stable From Negative

Issuer: Fifth Third Capital Trust VI

  -- Outlook, Changed To Stable From Negative

Issuer: Fifth Third Capital Trust VII

  -- Outlook, Changed To Stable From Negative

Issuer: KeyBank National Association

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: KeyCorp

  -- Outlook, Changed To Stable From Negative

Issuer: KeyCorp Capital I

  -- Outlook, Changed To Stable From Negative

Issuer: KeyCorp Capital II

  -- Outlook, Changed To Stable From Negative

Issuer: KeyCorp Capital III

  -- Outlook, Changed To Stable From Negative

Issuer: KeyCorp Capital V

  -- Outlook, Changed To Stable From Negative

Issuer: KeyCorp Capital VI

  -- Outlook, Changed To Stable From Negative

Issuer: KeyCorp Capital VII

  -- Outlook, Changed To Stable From Negative

Issuer: KeyCorp Capital VIII

  -- Outlook, Changed To Stable From Negative

Issuer: KeyCorp Capital IX

  -- Outlook, Changed To Stable From Negative

Issuer: KeyCorp Capital X

  -- Outlook, Changed To Stable From Negative

Issuer: National City Bank
  -- Outlook, Changed To Positive From Rating Under Review

Issuer: National City Bank of Indiana

  -- Outlook, Changed To Positive From Rating Under Review

Issuer: National City Bank of Kentucky

  -- Outlook, Changed To Positive From Rating Under Review

Issuer: National City Bank of Pennsylvania

  -- Outlook, Changed To Positive From Rating Under Review

Issuer: PNC Bank, N.A.

  -- Outlook, Changed To Positive From Rating Under Review

Issuer: Provident Bank

  -- Outlook, Changed To Positive From Rating Under Review

Issuer: National City Preferred Capital Trust I

  -- Outlook, Changed To Positive From Stable

Issuer: Merchants National Corp

  -- Outlook, Changed To Positive From Stable

Issuer: National City Corporation

  -- Outlook, Changed To Positive From Stable

Issuer: PNC Capital Trust C

  -- Outlook, Changed To Positive From Stable

Issuer: PNC Capital Trust D

  -- Outlook, Changed To Positive From Stable

Issuer: PNC Capital Trust E

  -- Outlook, Changed To Positive From Stable

Issuer: PNC Capital Trust F

  -- Outlook, Changed To Positive From Stable

Issuer: PNC Capital Trust G

  -- Outlook, Changed To Positive From Stable

Issuer: PNC Capital Trust H

  -- Outlook, Changed To Positive From Stable

Issuer: PNC Funding Corporation

  -- Outlook, Changed To Positive From Stable

Issuer: Mercantile Bankshares Corporation

  -- Outlook, Changed To Positive From Stable

Issuer: National City Capital Trust II

  -- Outlook, Changed To Positive From Stable

Issuer: National City Capital Trust III

  -- Outlook, Changed To Positive From Stable

Issuer: National City Capital Trust IV

  -- Outlook, Changed To Positive From Stable

Issuer: National City Credit Corporation

  -- Outlook, Changed To Positive From Stable

Issuer: PNC Financial Services Group, Inc.

  -- Outlook, Changed To Positive From Stable

Issuer: PNC Preferred Funding Trust I

  -- Outlook, Changed To Positive From Stable

Issuer: PNC Preferred Funding Trust II

  -- Outlook, Changed To Positive From Stable

Issuer: PNC Preferred Funding Trust III

  -- Outlook, Changed To Positive From Stable

Issuer: U.S. Bank National Association

  -- Outlook, Changed To Negative From Rating Under Review

Issuer: U.S. Bank National Association ND

  -- Outlook, Changed To Negative From Rating Under Review

Issuer: Capital One Bank

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: Capital One, N.A.

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: AmSouth Bancorporation

  -- Outlook, Changed To Negative From Rating Under Review

Issuer: AmSouth Bank

  -- Outlook, Changed To Negative From Rating Under Review

Issuer: Regions Bank

  -- Outlook, Changed To Negative From Rating Under Review

Issuer: Regions Financial Corporation

  -- Outlook, Changed To Negative From Rating Under Review

Issuer: Regions Financing Trust II

  -- Outlook, Changed To Negative From Rating Under Review

Issuer: Regions Financing Trust III

  -- Outlook, Changed To Negative From Rating Under Review

Issuer: Union Planters Bank, National Association

  -- Outlook, Changed To Negative From Rating Under Review

Issuer: Union Planters Corporation

  -- Outlook, Changed To Negative From Rating Under Review

Issuer: Amegy Bank National Association

  -- Outlook, Changed To Positive From Rating Under Review

Issuer: California Bank & Trust

  -- Outlook, Changed To Positive From Rating Under Review

Issuer: Nevada State Bank

  -- Outlook, Changed To Positive From Rating Under Review

Issuer: Zions First National Bank

  -- Outlook, Changed To Positive From Rating Under Review

Confirmations:

Issuer: National Commerce Capital Trust I

  -- Preferred Stock Preferred Stock, Confirmed at Baa3

Issuer: SunTrust Banks, Inc.

  -- Issuer Rating, Confirmed at Baa1

  -- Multiple Seniority Shelf, Confirmed at (P)Baa3, (P)Baa2,
     (P)Baa1

  -- Subordinate Regular Bond/Debenture, Confirmed at Baa2

  -- Senior Unsecured Regular Bond/Debenture, Confirmed at Baa1

Issuer: SunTrust Capital I

  -- Preferred Stock Preferred Stock, Confirmed at Baa3

Issuer: SunTrust Capital IX

  -- Preferred Stock Preferred Stock, Confirmed at Baa3

Issuer: SunTrust Capital VIII

  -- Preferred Stock Preferred Stock, Confirmed at Baa3

Issuer: SunTrust Capital X

  -- Preferred Stock Shelf, Confirmed at (P)Baa3

Issuer: SunTrust Capital XI

  -- Preferred Stock Shelf, Confirmed at (P)Baa3

Issuer: SunTrust Capital XII

  -- Preferred Stock Shelf, Confirmed at (P)Baa3

Issuer: SunTrust Capital XIII

  -- Preferred Stock Shelf, Confirmed at (P)Baa3

Issuer: SunTrust Capital XIV

  -- Preferred Stock Shelf, Confirmed at (P)Baa3

Issuer: SunTrust Capital XV

  -- Preferred Stock Shelf, Confirmed at (P)Baa3

Issuer: SunTrust Capital XVI

  -- Preferred Stock Shelf, Confirmed at (P)Baa3

Issuer: SunTrust Capital XVII

  -- Preferred Stock Shelf, Confirmed at (P)Baa3

The principal methodologies used in this rating were Bank
Financial Strength Ratings: Global Methodology published in
February 2007, and Incorporation of Joint-Default Analysis into
Moody's Bank Ratings: A Refined Methodology published in March
2007.


ANGIOTECH PHARMACEUTICALS: Moody's Cuts Default Rating to 'Ca/LD'
-----------------------------------------------------------------
Moody's Investors Service downgraded the probability of default
rating of Angiotech Pharmaceuticals, Inc., to Ca/LD from Ca and
affirmed the Corporate Family Rating at Ca.  The company's other
existing debt ratings were affirmed.  The outlook is developing.

The assignment of the Ca/LD is the conclusion of the 30-day grace
period in which the company missed the original interest payment
of $9.7 million on its 7.75%, $250 million senior subordinated
notes due Oct. 1, 2010.  Moody's treats the failure to meet the
original contractual terms as a limited default.

Rating downgraded:

Angiotech Pharmaceuticals, Inc.

  -- Probability of Default Rating to Ca/LD from Ca

Ratings affirmed and LGD assessment revised:

  -- Corporate Family Rating at Ca

  -- $325 Million Senior Unsecured Notes at Caa2; (LGD2, 27%) from
     (LGD2, 28%)

  -- $250 Million Senior Subordinated Notes at C; (LGD5, 82%)

  -- Speculative Grade Liquidity Rating at SGL-4

                        Ratings Rationale

The LD designation assigned by Moody's results from Angiotech's
inability to make the Oct. 1, 2010 interest payment on the 7.75%
senior subordinated notes.  As well, the company announced that it
has entered into an agreement with the senior subordinated note
holders to exchange their notes for approximately 90% of new
common stock of Angiotech issued and outstanding following the
completion of the recapitulation transaction.

The developing outlook reflects the uncertain that should
Angiotech fail to complete the recapitalization; the company might
need to seek credit protection under Canada's "Companies Creditors
Arrangement Act".  However, if the recapitalization is complete,
Angiotech's financial position and liquidity could possible
support a higher rating.

Moody's last rating action was on Sept. 23, 2008, at which time
Moody's lowered Angiotech's corporate family rating to Ca from B3
and the probability default rating to Ca from B2.

Angiotech Pharmaceuticals, Inc., founded in 1992, based in
Vancouver, Canada, is a specialty pharmaceutical and medical
device company that focuses on acute and surgical applications.


APPALACHIAN OIL: U.S. Trustee Wants Case Converted to Chapter 7
---------------------------------------------------------------
The U.S. Trustee has filed a motion to convert the Chapter 11 case
of Appalachian Oil Company, Inc., to one under Chapter 7 of the
Bankruptcy Code.  A hearing on the requested conversion was
scheduled for November 2, 2010, at 9:00 a.m.

Management Properties, Inc. a former landlord of the Debtor,
supports the U.S. Trustee's motion, relating that it is in the
best interest of creditors to allow a dismissal of the Debtor's
case.

                       About Appalachian Oil

Appalachian Oil sought Chapter 11 protection before the U.S.
Bankruptcy Court for the Eastern District of Tennessee on
February 9, 2009 (Case No. 09-50259).  Mark S. Dessauer, Esq., at
Hunter, Smith & Davis, in Kingsport, Tennessee, represents the
Debtor as counsel.  The Debtor estimated its assets and debts at
$10 million and $50 million.

The Company's creditors with the biggest unsecured claims are BP
Plc's Amoco/BP, owed $2.41 million, and fuel distributor Crescent
Oil Co., owed $1.6 million.

The official committee of unsecured creditors is represented by
Brent C. Strickland, Esq., and John F. Carlton, Esq., at
Whiteford, Taylor & Preston L.L.P., in Baltimore, Maryland.


APPALACHIAN OIL: Committee Withdraws Objection to Plan
------------------------------------------------------
The Official Committee of Unsecured Creditors formed in the
Chapter 11 case of Appalachian Oil Company, Inc., is withdrawing
its objection to the confirmation of the Debtor's proposed plan of
liquidation.  The Committee decided on the withdrawal following
revisions to the Plan on October 18.

Commonwealth of Virginia, Department of Taxation, has also
submitted a proposed agreed order withdrawing its objection to the
Plan.

The Debtor was scheduled to present the Plan for confirmation at a
hearing scheduled for November 2, 2010, at 9:00 a.m.

The Plan calls for the liquidation of APPCO's remaining assets and
the distribution of the proceeds derived therefrom in accordance
with the Plan.  The funding for the Plan will come from three
sources, the funds held by the Official Committee of Unsecured
Creditors, preference recoveries collected by the Debtor, and
postpetition receivables due the Debtor.

                       About Appalachian Oil

Appalachian Oil sought Chapter 11 protection before the U.S.
Bankruptcy Court for the Eastern District of Tennessee on
February 9, 2009 (Case No. 09-50259).  Mark S. Dessauer, Esq., at
Hunter, Smith & Davis, in Kingsport, Tennessee, represents the
Debtor as counsel.  The Debtor estimated its assets and debts at
$10 million and $50 million.

The Company's creditors with the biggest unsecured claims are BP
Plc's Amoco/BP, owed $2.41 million, and fuel distributor Crescent
Oil Co., owed $1.6 million.

The official committee of unsecured creditors is represented by
Brent C. Strickland, Esq., and John F. Carlton, Esq., at
Whiteford, Taylor & Preston L.L.P., in Baltimore, Maryland.


APARTMENTS AT JUPITER: Case Summary & Creditors List
----------------------------------------------------
Debtor: Apartments at Jupiter, LLC
        6701 Mallards Cove Road, Building 47
        Jupiter, FL 33458

Bankruptcy Case No.: 10-43458

Chapter 11 Petition Date: October 29, 2010

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

Judge: Erik P. Kimball

Debtor's Counsel: David L. Merrill, Esq.
                  7777 Glades Road, #400
                  Boca Raton, FL 33434
                  Tel: (561) 477-7800
                  E-mail: dlmerrill@sbwlawfirm.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 eight largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/flsb10-43458.pdf

The petition was signed by Robert Littman, manager.


ASBURY AUTOMOTIVE: S&P Assigns 'B-' Rating to $200 Mil. Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services said it has assigned its 'B-'
issue-level rating and '6' recovery rating on Asbury Automotive
Group Inc.'s proposed offering of $200 million senior subordinated
notes due 2020.  The '6' recovery rating reflects S&P's
expectation that lenders would receive negligible (0% to 10%)
recovery in the event of a default.

The company intends to use the net proceeds of this offering to
purchase all of the 8% subordinated notes due March 15, 2014, to
be tendered in an offer made by the company.  The debt tender
offer expires Dec. 1, 2010.

In addition, the company announced its intention to amend its
existing 7.625% senior subordinated notes due 2017 to reset the
consolidated net income calculation of its restricted payments
test under the indenture.  And, the company is seeking an
amendment under its revolving credit facility agreement to update
its restricted payments capacity.

Overall, S&P holds a positive view of the combined transactions,
although cash interest will rise slightly, because they will
reduce near-term debt-refinancing risk and improve Asbury's near-
term financial flexibility.

As of June 30, 2010, Asbury had about $179 million in principal
amount of the 8% subordinated notes outstanding.  If the amount of
8% notes tendered is less than the net proceeds from the offering
of the new subordinated notes, S&P expects Asbury to use the
proceeds to repay amounts outstanding under its 3% convertible
debentures.  Still, if any 8% notes remain outstanding after the
tender offer, S&P expects Asbury to call these notes.

The ratings on Asbury Automotive (B+/Stable/--) reflect S&P's view
that the company will be able to maintain current credit measures
while preserving its weak financial policy and capability to
generate free cash flow into 2011.  During the recession and sharp
downturn in light-vehicle sales, the company controlled its
variable costs to mitigate margin erosion and offset difficult
auto sales with its sizable dealership network and diverse revenue
streams.

                          Ratings List

                   Asbury Automotive Group Inc.

      Corp. Credit Rating                      B+/Stable/--

                           New Rating

                   Asbury Automotive Group Inc.

            $200 mil. 8.5% sr. nts due 11/30/2020   B-
             Recovery Rating                        6


AWAL BANK BSC: Section 341(a) Meeting Set for December 1
--------------------------------------------------------
The U.S. Trustee for Region 2 will convene a meeting of creditors
in Awal Bank BSC's Chapter 11 case on December 1, 2010, at
2:30 p.m.  The meeting will be held at the Office of the U.S.
Trustee, 80 Broad Street, Fourth Floor, New York City.

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

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

                          About Awal Bank

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

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

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

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

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


BANNING LEWIS: Bankr. Filing Broke Deadlock Among Stakeholders
--------------------------------------------------------------
Dow Jones' DBR Small Cap reports that the decision for Banning
Lewis Ranch Co. to enter bankruptcy was made by two of the three
stakeholders in Banning Lewis Ranch, according to a document filed
Thursday with the U.S. Bankruptcy Court in Wilmington, Del.

The report relates that the financial condition of Banning Lewis
Ranch had prompted the three stakeholders to consider "possible
restructuring and other strategic alternatives" for the company,
but the stakeholders were ultimately unable to agree on what
action to take, according to the document.

As a result, two of the stakeholders -- Farallon BLR Investors LLC
and Greenfield BLR Partners LP -- decided to place Banning Lewis
Ranch in bankruptcy in an effort to "break the deadlock," the
report notes.

The report adds that the two stakeholders, which also placed
subsidiary Banning Lewis Ranch Development I & II LLC in Chapter
11 Thursday, tapped Edward A.

                        About Banning Lewis

Banning Lewis Ranch Co. is the owner of the undeveloped portion of
a 21,000-acre ranch in Colorado Springs, Colo.   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 Co. filed for Chapter 11 bankruptcy protection
from creditors on October 28, 2019 (Bankr. D. Del. Case No. 10-
13445).  It 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).

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.


BERNARD L MADOFF: Recoveries by Trustee Now at $1.5 Billion
-----------------------------------------------------------
Irving H. Picard, the trustee liquidating Bernard L. Madoff
Investment Securities, LLC, has so far recovered $1.5 billion for
victims of Bernard Madoff's Ponzi scheme.

According to the trustee's fourth interim report filed October 30,
2010, the asset recoveries encompass the sale of the Debtor's
market making operations, including quarterly payments under the
Third Amended and Restated Asset Purchase Agreement with Surge
Trading Inc; the settlement of BLMIS' trades and open positions;
cash recoveries from banks and brokerage accounts that held BLMIS'
funds; class action settlement recoveries; the sale of sports
tickets; insurance refunds; refunds of political contributions;
tax recoveries; the sale of BLMIS loan participations; the sale of
BLMIS DTCC shares; pre-litigation settlements with various funds
and entities for the return of customer property; and various
other miscellaneous recoveries.

Mr. Picard took in about $849,000 for victims during the fourth
interim period -- from April 1, 2010, to September 30, 2010 --
including about $771,000 from litigation.  Mr. Picard paid more
than $25 million in professional fees and expenses during the
period.

The trustee's report provides an overview of all of the efforts
engaged in by the Trustee and his team of professionals and
summarizes all of the results achieved and challenges faced by the
trustee.  A copy of the fourth interim report is available at:

     http://bankrupt.com/misc/Madoff_Picard_4thReport.pdf

                      About Bernard L. Madoff

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

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

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

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

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

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

As of October 29, 2010, a total of US$5.69 billion in claims by
investors has been allowed, with US$741.2 million to be paid by
the Securities Investor Protection Corp.  Investors are expected
to receive additional distributions from money recovered by Mr.
Picard.


BERNARD L MADOFF: Trustee Extends Hardship Program
--------------------------------------------------
Irving H. Picard, the trustee liquidating Bernard L. Madoff
Investment Securities, LLC, said November 1 that he is continuing
his hardship program for victims of Madoff's Ponzi scheme.

The Trustee has established a Hardship Program to accelerate the
determination of a claim and receipt of SIPC protection up to
$500,000 for individual account holders of BLMIS who are suffering
hardship.  An individual can qualify for the Hardship Program if
he or she has filed a claim and is unable to pay for necessary
living or medical expenses, over 65 years old and forced to
reenter the work force after retirement, declaring personal
bankruptcy, unable to pay for the care of dependents, or otherwise
suffers from extreme financial hardship beyond the identified
circumstances.

As of September 30, 2010, the Trustee has received 317 Hardship
Program applications and approved 196 applications.

                      About Bernard L. Madoff

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

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

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

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

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

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

As of October 29, 2010, a total of US$5.69 billion in claims by
investors has been allowed, with US$741.2 million to be paid by
the Securities Investor Protection Corp.  Investors are expected
to receive additional distributions from money recovered by Mr.
Picard.


BK INVESTMENTS: Case Summary & 2 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: BK Investments, LLP
        P.O. Box 620
        1400 Gerrard Road
        Lavonia, GA 30553

Bankruptcy Case No.: 10-31954

Chapter 11 Petition Date: October 28, 2010

Court: U.S. Bankruptcy Court
       Middle District of Georgia (Athens)

Debtor's Counsel: Ernest V. Harris, Esq.
                  P.O. Box 1586
                  Athens, GA 30603
                  Tel: (706) 613-1953
                  Fax: (706) 613-0053
                  E-mail: ehlaw@bellsouth.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 two largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/gamb10-31954.pdf

The petition was signed by Jerilyn K. Blakely, estate
administrator.


BLOCKBUSTER INC: Wins Final Approval for $125MM of DIP Financing
----------------------------------------------------------------
Judge Burton R. Lifland of the U.S. Bankruptcy Court for the
Southern District of New York granted, on a final basis, the
Debtors' request to obtain a $125,000,000 loan pursuant to the
terms and conditions of a Senior Secured, Super-Priority Debtor-
in-Possession Revolving Credit Agreement with Wilmington Trust
FSB.

Judge Lifland approved the loan after it was changed to meet
objections from creditors and landlords, reports Tiffany Kary of
Bloomberg News.  New terms require Blockbuster to have a business
plan approved by secured lenders on Nov. 30, the same day a
description of the company's reorganization terms is due, she
says.

In addition, pre-bankruptcy lenders won't get potential proceeds
from certain lawsuits, and the amount of pre-bankruptcy debt that
lenders can roll into the new loan was cut to $125 million from
$250 million, says the Bloomberg report.

"With those primary changes, it resolves the creditors'
committee's objections," Bloomberg cited Martin Sosland, Esq., a
lawyer for Blockbuster, as telling Judge Lifland.

Richard S. Kanowitz, Esq., counsel for the Official Committee of
Unsecured Creditors, said changes to the bankruptcy loan will
ensure that lenders can't end the loan if Blockbuster doesn't meet
certain milestones every four weeks.  He said the Committee plans
to pursue an investigation into the liens of secured lenders.

"It's not like we're going to sing 'Kumbaya' in the hallway; there
are still things to work out," Mr. Kanowitz told Judge Lifland,
reports Bloomberg.

The Debtors' authority to use the proceeds of the DIP Financing or
any Prepetition Collateral, including Cash Collateral, and any
commitment to make additional advances under the Revolving DIP
Loan, will each terminate upon, unless waived, forborne or
consented to by the Requisite DIP Lenders, the earliest of:

  -- April 30, 2011;

  -- the date of any acceleration of the Revolving DIP Loans in
     accordance with the terms of the DIP Loan Documents;

  -- the date of any occurrence of an Event of Default under the
     DIP Loan Documents;

  -- the breach of any obligations under the Final Order;

  -- the date upon which any provision of the Final Order will
     for any reason cease to be valid and binding, or any of the
     Debtors will so assert in any pleading filed in any court;

  -- the effective date of a plan of reorganization or a plan of
     liquidation in any of the Chapter 11 Cases; and

  -- the occurrence of a "Termination Event," as defined in the
     Plan Support Agreement, between Blockbuster and certain
     Senior Secured Noteholders, dated as of September 22, 2010.

All Obligations, including the DIP Obligations and the Adequate
Protection Obligations, will be due and payable in immediately
available funds upon the occurrence of a Termination Event, unless
an alternative treatment is consented to in accordance with the
Final Order.

Prior to the Court's entry of its Final DIP Order, Lyme Regis
Partners LLC filed a demand for contested hearing procedures or a
deferred hearing in support of its objection to the DIP Request.
The Debtors informed the Court that they have been negotiating
with the Objecting Parties to resolve the objections.

The Court ruled that any objections to the DIP Motion that have
not been previously resolved or withdrawn are overruled on their
merits and all reservation of rights included in those objections
are denied and overruled.

A full-text copy of the Final DIP Order is available for free at:

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

                       Company Statement

The Court also approved the retention of certain legal and
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."

                       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 Approval for Access to Cash Collateral
------------------------------------------------------------------
The Bankruptcy Court granted, on a final basis, Blockbuster Inc.'s
request for authority to use prepetition cash collateral, and to
provide adequate protection to the DIP Lenders, the Roll-Up
Noteholders, and the Senior Secured Noteholders and the Senior
Indenture Trustee -- the Adequate Protection Parties.

The Adequate Protection Parties are entitled to adequate
protection of their interests in the Prepetition Collateral,
including the Cash Collateral, equal in amount to the aggregate
diminution in the value of their security interests in the
Prepetition Collateral as a result of the Debtors' sale, lease or
use of Cash Collateral, and the imposition of the automatic stay
pursuant to Section 362 of the Bankruptcy Code.

As adequate protection, the Adequate Protection Parties are
granted these claims, liens, rights and benefits:

  (a) replacement security interest in and lien upon all the DIP
      Collateral other than the Avoidance Action Proceeds,
      subject and subordinate only to the Carve-Out Expenses,
      the liens securing the DIP Obligations, and Ad Valorem
      Liens;

  (b) allowed superpriority administrative expense claims as
      provided for in Section 507(b) of the Bankruptcy Code,
      immediately junior to the claims under Section 364(c)(1)
      of the Bankruptcy Code held by the DIP Agent, the DIP
      Lenders and the Roll-Up Noteholders, provided that the
      Adequate Protection Superpriority Claims will not be paid
      or satisfied with Avoidance Action Proceeds;

  (c) reasonable and documented fees and expenses of
      professionals;

  (d) financial reporting by the Debtors to the Senior Indenture
      Trustee in compliance with the Senior Indenture, the Final
      Order and the DIP Credit Agreement; and

  (e) accrual of interest at the non-default rate under the
      Senior Indenture after the Petition Date until the
      Termination Date.

All intercompany/affiliate liens of the Debtors, if any and other
than any liens securing the DIP Obligations, are subordinated in
all respects to the repayment of the DIP Obligations and the
Adequate Protection Obligations.  All intercompany/affiliate liens
among the Debtors' non-debtor affiliates or between the non-debtor
affiliate and a Debtor are subordinated to the repayment of the
DIP Obligations and the Adequate Protection Obligations on terms
consented to by the Requisite DIP Lenders.

                       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 Nod to Pay $68.5 Mil. in Debt to Studios
--------------------------------------------------------------
The Bankruptcy Court granted Blockbuster Inc.'s request, on a
final basis, to pay pre-bankruptcy claims of movie companies,
regardless of whether the claims are secured or unsecured.

The Debtors had estimated they owed $68.5 million to studios that
were secured lenders and $49.6 million to others, notes Bloomberg
News.

Judge Lifland noted that nothing in the Order will prohibit the
Debtors from seeking authority from the Court to increase the
prepetition amounts authorized to be paid under the Order.  He
added that nothing in the Order (i) is intended to authorize any
professional fees and expenses pursuant to Sections 503(b)(3) and
(4) of the Bankruptcy Code, and (ii) will be deemed to constitute
an assumption or adoption of any executory contract or prepetition
or postpetition agreement between the Debtors and the holder of a
Studio Claim.

In its previous objection and responses against the Studio Motion,
Lyme Regis Partners, LLC alleged, among other things, that the
Debtors failed show that payment of the prepetition claims to the
Studios is critical to continuing delivery of their goods to the
Debtors.  Lyme Regis also demanded for contested hearing
procedures and a deferred hearing on the Studio Motion.

The Debtors replied that Lyme Regis has had ample opportunity to
propound discovery requests in connection with the Studio Motion,
but had failed to do so.

The Court ruled that objections to the Studio Motion that have not
been previously resolved or withdrawn are overruled on their
merits and all reservation of rights included in those objections
are denied and overruled.

                       About Blockbuster Inc.

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

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

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

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

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

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

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


BONEYARD LLC: Chapter 11 Reorganization Case Dismissed
------------------------------------------------------
The Hon. Erithe A. Smith of the U.S. Bankruptcy Court for the
Central District of California dismissed the Chapter 11 cases of
Boneyard, LLC, and Luckey Industrial, LLC.

Irvine, California-based Boneyard, LLC, is a limited liability
company whose sole member is Le Plastrier Management Co., Inc.
Boneyard filed for Chapter 11 bankruptcy protection on Dec. 14,
2009 (Bankr. C.D. Calif. Case No. 09-23930).  Richard W. Esterkin,
Esq., who has an office in Los Angeles, California, assisted the
Debtor in its restructuring effort.  The Company estimated its
assets and debts at $10 million to $50 million.


BYSYNERGY LLC: Wants Case Dismissed as Property Foreclosed
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona will convene
a hearing on December 6, 2010, at 10:00 a.m., to consider
Bysynergy, LLC's motion to dismiss its Chapter 11 case.

The Debtor is asking the Court to dismiss its case because it is
now unable to effectuate a confirmed plan.  The Debtor notes that
there are no significant assets left for reorganization or
liquidation because the creditors obtained stay relief on all real
property and the said property was foreclosed.

The Debtor says the dismissal of its Chapter 11 case is in the
best interest of creditors and the estate.

                       About Bysynergy, LLC

Based in Sedona, Arizona, Bysynergy, LLC is a single purpose,
single asset Delaware limited liability company, which primarily
owns 103 single family dtached Finally Platted Lots in Yavapai
County, known as Bella Terra on Oak Creek.  The Debtor filed for
Chapter 11 protection on June 25, 2008 (Bankr. D. Ariz. Case No.
08-07680).  Jonathan P. Ibsen, at Jaburg & Wilk, PC, represents
the Debtor as its counsel.  Steven J. Brown, Esq., at Steve Brown
& Associates, LLC, represents the Official Committee of Unsecured
Creditors as counsel.  When Bysynergy, LLC filed for protection
from its creditors, it listed assets of between $10 million and
$50 million, and debts of between $10 million and $50 million.


CALIFORNIA BANK: Moody's Cuts Issuer Rating to B1 From Ba3
----------------------------------------------------------
Moody's Investors Service announced that it has downgraded the
ratings of 10 large U.S. regional banks after reducing its
government support assumptions for these entities.  The affected
entities, whose ratings were placed on review for possible
downgrade on July 27, 2010, had benefited from Moody's support
assumptions since 2009.

The banks affected by this action are subsidiaries of these 10
holding companies, listed alphabetically.  This list includes the
current bank-level deposit ratings following the removal of
support.

* BB&T Corporation -- bank deposits to Aa3 from Aa2

* Capital One Financial Corporation -- bank deposits to A3 from A2

* Fifth Third Bancorp -- bank deposits to A3 from A2

* KeyCorp -- bank deposits to A3 from A2

* PNC Financial Services Group, Inc. -- bank deposits to A2 from
  A1

* Popular, Inc. -- bank deposits to Baa3 from Baa2

* Regions Financial Corporation -- bank deposits to Baa3 from Baa1

* SunTrust Banks, Inc. -- bank deposits to A3 from A2

* U.S. Bancorp -- bank deposits to Aa2 from Aa1

* Zions Bancorporation -- bank deposits to Ba3 from Ba2

Additionally, as a result of the reduced support assumptions, the
ratings outlook on the subsidiaries of American Express Company
was changed.

These issuers' guaranteed debt obligations issued under the FDIC's
TLGP program were unaffected by the actions and remain Aaa.

                         Rating Rationale

"The downgrades reflect Moody's view that the likelihood of
government support for these 10 institutions is lower now that the
U.S. banking system has moved beyond the depths of the financial
crisis," said Robert Young, Managing Director for Moody's North
American Bank Ratings.  "The failure of any one of these banks
therefore would be unlikely to trigger contagion and systemic
risk."

In passing the Dodd-Frank Wall Street Reform and Consumer
Protection Act this summer, the government signaled its intent to
limit support for individual banks.  This contrasts with its
stance in early 2009, when it stated that support would be
forthcoming for large regional banks that could not raise
sufficient capital to satisfy government requirements under the
Supervisory Capital Assessment Program.

In reviewing its support assumptions, Moody's took into account
the government's existing TARP investments in six large regional
banks (Fifth Third, KeyCorp, Popular, Regions, SunTrust, and
Zions).  "Although the TARP investments are significant, all of
these banks are currently devising plans to repay the government
and are unlikely to keep the TARP in place over the long term,"
Young noted.  The probability that the government would support
any one of these institutions through a TARP conversion is
therefore limited.

                   Specific Bank Actions Differ

BB&T: Moody's removed its assumption of support and placed BB&T's
long-term ratings on review for further downgrade.  During its
review of BB&T's stand-alone credit strength, Moody's will focus
on BB&T's ability to maintain its core pre-provision, pre-tax
earnings in a still-challenging environment for U.S. banks, while
assessing the risks associated with its above-average loan growth
outside of commercial real estate as it shifts its portfolio away
from that troubled asset class.  Moody's will also consider the
likely pace of further reductions in BB&T's sizable portfolio of
foreclosed properties.

In the event of a downgrade, a one-notch reduction is most likely.
Were this to occur, BB&T's ratings would remain comparatively
high, particularly among its Southeastern and large regional bank
peers.  Its senior holding company obligations are currently rated
A1 and its long-term bank deposits (after the removal of systemic
support) are rated Aa3.  BB&T's Prime-1 short-term ratings, at
both the bank and the holding company, are affirmed and are not on
review.

SunTrust: The downgrade resulting from the removal of systemic
support assumptions was tempered by Moody's upgrade of SunTrust's
stand-alone bank financial strength rating to C from C-.  The
combination of these two actions resulted in most of the holding
company's ratings being confirmed (senior debt, Baa1), except for
the preferred stock ratings, which were notched off the BFSR and
were therefore upgraded with the BFSR (non-cumulative preferred to
Ba1 from Ba2).  However, the combination of the removal of
systemic support assumptions and the upgrade of the BFSR did lead
to a one-notch downgrade of the ratings on SunTrust Bank (long-
term deposit rating to A3 from A2; short-term rating to Prime-2
from Prime-1).  Following these rating actions, the outlook on all
of SunTrust's ratings is stable.

Regions: The removal of support assumptions resulted in a two-
notch downgrade of Regions' bank-level debt and deposit ratings
(long-term deposit rating to Baa3 from Baa1; short-term rating to
Prime-3 from Prime-2) and a one-notch downgrade of the holding
company's ratings (senior debt to Ba1 from Baa3; short-term rating
to Not-Prime from Prime-3).  Following these actions, the outlook
on all of Regions' ratings remains negative.

Capital One, Fifth Third, KeyCorp, Zions: The removal of support
assumptions resulted in a one-notch downgrade of these four banks'
bank-level debt and deposit ratings, but did not affect any of the
holding companies' ratings, which were not on review.

PNC, Popular, U.S. Bancorp: Moody's continues to ascribe support
in the case of these three banks, but at a reduced level.  The
reduction in the support assumption resulted in a one-notch
downgrade of these banks' bank-level debt and deposit ratings.
The ratings of these entities' holding companies were not on
review and were affirmed at their current level.  While the lower
probability of support does not provide any lift to their current
stand-alone ratings, at a lower stand-alone rating some ratings
lift might result.  The ongoing assumption of support for US
Bancorp and PNC is due primarily to their importance in the
payment system and their significant national deposit share.  The
support assumption for Popular reflects its dominant position in
Puerto Rico, together with that island's physical isolation and
political importance.

                         Rating Outlooks

The rating outlook on four of these banks did not change.  The
outlook on Regions, Popular, and U.S. Bancorp remains negative,
while that on Zions remains positive.

However, the ratings outlook on six of the banks did change.  On
Capital One, Fifth Third, and KeyCorp it was changed to stable
from negative; on PNC it was changed to positive from stable; and
on SunTrust it was changed to stable after the upgrade discussed
above.  "These outlook changes reflect the banks' improving credit
metrics and strengthened capital profiles relative to Moody's
previous expectations, particularly at PNC and SunTrust," said
Allen Tischler, Moody's Vice President and Lead Analyst for Fifth
Third, KeyCorp, SunTrust, and PNC.

Finally, the rating outlook on American Express Company's
subsidiaries was changed to negative from stable as a result of
the removal of the support assumption.

The last rating action on BB&T Corporation, Capital One Financial
Corporation, Fifth Third Bancorp, KeyCorp, PNC Financial Services
Group, Inc., Popular, Inc., Regions Financial Corporation,
SunTrust Banks, Inc., and U.S. Bancorp was on July 27, 2010, when
Moody's placed on review for possible downgrade all the ratings
that had benefited from systemic support at these banks.

The last rating action on Zions Bancorporation and its
subsidiaries was on August 3, 2010, when Moody's changed the
rating outlook on the unsupported ratings of Zions Bancorporation
and its subsidiaries to positive from negative, including those of
its lead bank, Zions First National Bank.

The last rating action on American Express Company was on February
17, 2010, when Moody's downgraded the ratings on certain U.S.
banks' hybrid securities, in line with its revised Guidelines for
Rating Bank Hybrids and Subordinated Debt, published in November
2009.

Downgrades:

Issuer: BB&T Financial, FSB

  -- Senior Unsecured Deposit Rating, Downgraded to Aa3 from Aa2

Issuer: Banco Popular de Puerto Rico

  -- Issuer Rating, Downgraded to Baa3 from Baa2
  -- OSO Rating, Downgraded to P-3 from P-2
  -- Deposit Rating, Downgraded to P-3 from P-2
  -- OSO Senior Unsecured OSO Rating, Downgraded to Baa3 from Baa2
  -- Senior Unsecured Deposit Rating, Downgraded to Baa3 from Baa2

Issuer: Branch Banking and Trust Company

  -- Issuer Rating, Downgraded to Aa3 from Aa2

  -- OSO Senior Unsecured OSO Rating, Downgraded to Aa3 from Aa2

  -- Multiple Seniority Bank Note Program, Downgraded to a range
     of A1 to Aa3 from a range of Aa3 to Aa2

  -- Subordinate Regular Bond/Debenture, Downgraded to A1 from Aa3

  -- Senior Unsecured Deposit Rating, Downgraded to Aa3 from Aa2

Issuer: SunTrust Bank

  -- Issuer Rating, Downgraded to A3 from A2

  -- OSO Rating, Downgraded to P-2 from P-1

  -- Deposit Rating, Downgraded to P-2 from P-1

  -- OSO Senior Unsecured OSO Rating, Downgraded to A3 from A2

  -- Multiple Seniority Bank Note Program, Downgraded to a range
     of Baa1 to P-2 from a range of A3 to P-1

  -- Subordinate Regular Bond/Debenture, Downgraded to Baa1 from
     A3

  -- Senior Unsecured Deposit Note/Takedown, Downgraded to A3 from
     A2

  -- Senior Unsecured Medium-Term Note Program, Downgraded to a
     range of (P)P-2, (P)A3 from a range of (P)P-1, (P)A2

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to A3
     from A2

  -- Senior Unsecured Deposit Rating, Downgraded to A3 from A2

Issuer: Fifth Third Bank, Ohio

  -- Issuer Rating, Downgraded to A3 from A2

  -- OSO Rating, Downgraded to P-2 from P-1

  -- Deposit Rating, Downgraded to P-2 from P-1

  -- OSO Senior Unsecured OSO Rating, Downgraded to A3 from A2

  -- Multiple Seniority Bank Note Program, Downgraded to a range
     of Baa1 to P-2 from a range of A3 to P-1

  -- Subordinate Regular Bond/Debenture, Downgraded to Baa1 from
     A3

  -- Senior Unsecured Bank Note Program, Downgraded to P-2 from P-
     1

  -- Senior Unsecured Deposit Program, Downgraded to A3 from A2

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to A3
     from A2

  -- Senior Unsecured Deposit Rating, Downgraded to A3 from A2

Issuer: KeyBank National Association

  -- Issuer Rating, Downgraded to A3 from A2

  -- OSO Rating, Downgraded to P-2 from P-1

  -- Deposit Rating, Downgraded to P-2 from P-1

  -- OSO Senior Unsecured OSO Rating, Downgraded to A3 from A2

  -- Multiple Seniority Bank Note Program, Downgraded to a range
     of Baa1 to P-2 from a range of A3 to P-1

  -- Multiple Seniority Medium-Term Note Program, Downgraded to a
     range of (P)P-2, (P)A3, (P)Baa1 from a range of (P)P-1,
     (P)A2, (P)A3

  -- Subordinate Regular Bond/Debenture, Downgraded to Baa1 from
     A3

  -- Senior Unsecured Bank Note Program, Downgraded to a range of
     A3 to P-2 from a range of A2 to P-1

  -- Senior Unsecured Deposit Program, Downgraded to P-2, A3 from
     P-1, A2

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to A3
     from A2

  -- Senior Unsecured Deposit Rating, Downgraded to A3 from A2

Issuer: National City Bank

  -- Subordinate Regular Bond/Debenture, Downgraded to A3 from A2

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to A2
     from A1

Issuer: National City Bank of Indiana

  -- Subordinate Regular Bond/Debenture, Downgraded to A3 from A2

Issuer: National City Bank of Kentucky

  -- Subordinate Regular Bond/Debenture, Downgraded to A3 from A2

Issuer: National City Bank of Pennsylvania

  -- Subordinate Regular Bond/Debenture, Downgraded to A3 from A2

Issuer: PNC Bank, N.A.

  -- Issuer Rating, Downgraded to A2 from A1

  -- OSO Senior Unsecured OSO Rating, Downgraded to A2 from A1

  -- Multiple Seniority Bank Note Program, Downgraded to a range
     of A2, A3 from a range of A1, A2

  -- Subordinate Regular Bond/Debenture, Downgraded to A3 from A2

  -- Senior Unsecured Bank Note Program, Downgraded to A2 from A1

  -- Senior Unsecured Medium-Term Note Program, Downgraded to
     (P)A2 from (P)A1

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to A2
     from A1

  -- Senior Unsecured Deposit Rating, Downgraded to A2 from A1

Issuer: Provident Bank

  -- Subordinate Regular Bond/Debenture, Downgraded to A3 from A2

Issuer: U.S. Bank National Association

  -- Issuer Rating, Downgraded to Aa2 from Aa1

  -- OSO Senior Unsecured OSO Rating, Downgraded to Aa2 from Aa1

  -- Multiple Seniority Bank Note Program, Downgraded to a range
     of Aa2, Aa3 from a range of Aa1, Aa2

  -- Subordinate Regular Bond/Debenture, Downgraded to Aa3 from
     Aa2

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to Aa2
     from Aa1

  -- Senior Unsecured Deposit Rating, Downgraded to Aa2 from Aa1

Issuer: U.S. Bank National Association ND

  -- Issuer Rating, Downgraded to Aa2 from Aa1
  -- OSO Senior Unsecured OSO Rating, Downgraded to Aa2 from Aa1
  -- Senior Unsecured Deposit Rating, Downgraded to Aa2 from Aa1

Issuer: Capital One Bank

  -- Issuer Rating, Downgraded to A3 from A2

  -- OSO Rating, Downgraded to P-2 from P-1

  -- Deposit Rating, Downgraded to P-2 from P-1

  -- OSO Senior Unsecured OSO Rating, Downgraded to A3 from A2

  -- Multiple Seniority Bank Note Program, Downgraded to a range
     of P-2, A3, Baa1 from a range of P-1, A2, A3

  -- Subordinate Regular Bond/Debenture, Downgraded to Baa1 from
     A3

  -- Senior Unsecured Deposit Note/Takedown, Downgraded to A3 from
     A2

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to A3
     from A2

  -- Senior Unsecured Deposit Rating, Downgraded to A3 from A2

Issuer: Capital One, N.A.

  -- Issuer Rating, Downgraded to A3 from A2
  -- OSO Rating, Downgraded to P-2 from P-1
  -- Deposit Rating, Downgraded to P-2 from P-1
  -- OSO Senior Unsecured OSO Rating, Downgraded to A3 from A2
  -- Senior Unsecured Deposit Program, Downgraded to A3 from A2
  -- Senior Unsecured Deposit Rating, Downgraded to A3 from A2

Issuer: AmSouth Bancorporation

  -- Subordinate Regular Bond/Debenture, Downgraded to Ba2 from
     Ba1

Issuer: AmSouth Bank

  -- Subordinate Regular Bond/Debenture, Downgraded to Ba1 from
     Baa2

Issuer: Regions Bank

  -- Issuer Rating, Downgraded to Baa3 from Baa1

  -- OSO Rating, Downgraded to P-3 from P-2

  -- Deposit Rating, Downgraded to P-3 from P-2

  -- OSO Senior Unsecured OSO Rating, Downgraded to Baa3 from Baa1

  -- Multiple Seniority Bank Note Program, Downgraded to a range
     of Ba1 to P-3 from a range of Baa2 to P-2

  -- Subordinate Regular Bond/Debenture, Downgraded to Ba1 from
     Baa2

  -- Senior Unsecured Deposit Rating, Downgraded to Baa3 from Baa1

Issuer: Regions Financial Corporation

  -- Issuer Rating, Downgraded to a range of NP, Ba1 from a range
     of P-3, Baa3

  -- Multiple Seniority Shelf, Downgraded to a range of (P)Ba3 to
      (P)Ba1 from a range of (P)Ba2 to (P)Baa3

  -- Subordinate Regular Bond/Debenture, Downgraded to Ba2 from
     Ba1

  -- Subordinate Shelf, Downgraded to (P)Ba2 from (P)Ba1

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to Ba1
     from Baa3

Issuer: Regions Financing Trust II

  -- Preferred Stock Preferred Stock, Downgraded to Ba3 from Ba2
  -- Preferred Stock Shelf, Downgraded to (P)Ba3 from (P)Ba2

Issuer: Regions Financing Trust III

  -- Preferred Stock Preferred Stock, Downgraded to Ba3 from Ba2

Issuer: Union Planters Bank, National Association

  -- Subordinate Regular Bond/Debenture, Downgraded to Ba1 from
     Baa2

Issuer: Union Planters Corporation

  -- Subordinate Regular Bond/Debenture, Downgraded to Ba2 from
     Ba1

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to Ba1
     from Baa3

Issuer: Amegy Bank National Association

  -- Issuer Rating, Downgraded to B1 from Ba3
  -- OSO Senior Unsecured OSO Rating, Downgraded to B1 from Ba3
  -- Senior Unsecured Deposit Rating, Downgraded to Ba3 from Ba2

Issuer: California Bank & Trust

  -- Issuer Rating, Downgraded to B1 from Ba3
  -- OSO Senior Unsecured OSO Rating, Downgraded to B1 from Ba3
  -- Senior Unsecured Deposit Rating, Downgraded to Ba3 from Ba2

Issuer: Nevada State Bank

  -- Issuer Rating, Downgraded to B1 from Ba3
  -- OSO Senior Unsecured OSO Rating, Downgraded to B1 from Ba3
  -- Senior Unsecured Deposit Rating, Downgraded to Ba3 from Ba2

Issuer: Zions First National Bank

  -- Issuer Rating, Downgraded to B1 from Ba3
  -- OSO Senior Unsecured OSO Rating, Downgraded to B1 from Ba3
  -- Senior Unsecured Deposit Rating, Downgraded to Ba3 from Ba2

Upgrades:

Issuer: SunTrust Bank

  -- Bank Financial Strength Rating, Upgraded to C from C-

Issuer: SunTrust Banks, Inc.

  -- Multiple Seniority Shelf, Upgraded to (P)Baa3 from (P)Ba1
  -- Preferred Stock Preferred Stock, Upgraded to Ba1 from Ba2

Issuer: SunTrust Preferred Capital I

  -- Preferred Stock Preferred Stock, Upgraded to Ba1 from Ba2

Issuer: SunTrust Real Estate Investment Corporation
  -- Preferred Stock Preferred Stock, Upgraded to Baa3 from Ba1

On Review for Possible Downgrade:

Issuer: BB&T Capital Trust I

  -- Preferred Stock Preferred Stock, Placed on Review for
     Possible Downgrade, currently A3

  -- Preferred Stock Shelf, Placed on Review for Possible
     Downgrade, currently (P)A3

Issuer: BB&T Capital Trust II

  -- Preferred Stock Preferred Stock, Placed on Review for
     Possible Downgrade, currently A3

Issuer: BB&T Capital Trust IV

  -- Preferred Stock Preferred Stock, Placed on Review for
     Possible Downgrade, currently A3

Issuer: BB&T Capital Trust V

  -- Preferred Stock Preferred Stock, Placed on Review for
     Possible Downgrade, currently A3

  -- Preferred Stock Shelf, Placed on Review for Possible
     Downgrade, currently (P)A3

Issuer: BB&T Capital Trust VI

  -- Preferred Stock Preferred Stock, Placed on Review for
     Possible Downgrade, currently A3

  -- Preferred Stock Shelf, Placed on Review for Possible
     Downgrade, currently (P)A3

Issuer: BB&T Capital Trust VII

  -- Preferred Stock Preferred Stock, Placed on Review for
     Possible Downgrade, currently A3

  -- Preferred Stock Shelf, Placed on Review for Possible
     Downgrade, currently (P)A3

Issuer: BB&T Capital Trust VIII

  -- Preferred Stock Shelf, Placed on Review for Possible
     Downgrade, currently (P)A3

Issuer: BB&T Corporation

  -- Issuer Rating, Placed on Review for Possible Downgrade,
     currently A1

  -- Multiple Seniority Medium-Term Note Program, Placed on Review
     for Possible Downgrade, currently a range of (P)A2, (P)A1

  -- Multiple Seniority Shelf, Placed on Review for Possible
     Downgrade, currently a range of (P)A3 to (P)A1

  -- Subordinate Regular Bond/Debenture, Placed on Review for
     Possible Downgrade, currently A2

  -- Senior Unsecured Regular Bond/Debenture, Placed on Review for
     Possible Downgrade, currently A1

Issuer: BB&T Financial, FSB

  -- Bank Financial Strength Rating, Placed on Review for Possible
     Downgrade, currently B

  -- Senior Unsecured Deposit Rating, Placed on Review for
     Possible Downgrade, currently Aa3

Issuer: Branch Banking and Trust Company

  -- Bank Financial Strength Rating, Placed on Review for Possible
     Downgrade, currently B

  -- Issuer Rating, Placed on Review for Possible Downgrade,
     currently Aa3

  -- OSO Senior Unsecured OSO Rating, Placed on Review for
     Possible Downgrade, currently Aa3

  -- Multiple Seniority Bank Note Program, Placed on Review for
     Possible Downgrade, currently a range of A1 to Aa3

  -- Subordinate Regular Bond/Debenture, Placed on Review for
     Possible Downgrade, currently A1

  -- Senior Unsecured Deposit Rating, Placed on Review for
     Possible Downgrade, currently Aa3

Outlook Actions:

Issuer: American Express Travel Related Svcs Co., Inc

  -- Outlook, Changed to Negative From Stable

Issuer: American Express Centurion Bank

  -- Outlook, Changed to Negative From Stable

Issuer: American Express Bank, FSB

  -- Outlook, Changed to Negative From Stable

Issuer: American Express Credit Corporation

  -- Outlook, Changed to Negative From Stable

Issuer: BB&T Capital Trust I

  -- Outlook, Changed To Rating Under Review From Negative

Issuer: BB&T Capital Trust II

  -- Outlook, Changed To Rating Under Review From Negative

Issuer: BB&T Capital Trust IV

  -- Outlook, Changed To Rating Under Review From Negative

Issuer: BB&T Capital Trust V

  -- Outlook, Changed To Rating Under Review From Negative

Issuer: BB&T Capital Trust VI

  -- Outlook, Changed To Rating Under Review From Negative

Issuer: BB&T Capital Trust VII

  -- Outlook, Changed To Rating Under Review From Negative

Issuer: BB&T Capital Trust VIII

  -- Outlook, Changed To Rating Under Review From Negative

Issuer: BB&T Corporation

  -- Outlook, Changed To Rating Under Review From Negative

Issuer: Banco Popular de Puerto Rico

  -- Outlook, Changed To Negative From Rating Under Review

Issuer: Capital One Financial Corporation

  -- Outlook, Changed to Stable from Negative

Issuer: Capital One Capital II

  -- Outlook, Changed to Stable from Negative

Issuer: Capital One Capital III

  -- Outlook, Changed to Stable from Negative

Issuer: Capital One Capital IV

  -- Outlook, Changed to Stable from Negative

Issuer: Capital One Capital V

  -- Outlook, Changed to Stable from Negative

Issuer: Capital One Capital VI

  -- Outlook, Changed to Stable from Negative

Issuer: North Fork Capital Trust II

  -- Outlook, Changed to Stable from Negative

Issuer: Hibernia Corporation

  -- Outlook, Changed to Stable from Negative

Issuer: National Commerce Capital Trust I

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: SunTrust Bank

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: SunTrust Banks, Inc.

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: SunTrust Capital I

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: SunTrust Capital IX

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: SunTrust Capital VIII

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: SunTrust Capital X

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: SunTrust Capital XI

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: SunTrust Capital XII

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: SunTrust Capital XIII

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: SunTrust Capital XIV

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: SunTrust Capital XV

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: SunTrust Capital XVI

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: SunTrust Capital XVII

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: SunTrust Preferred Capital I

  -- Outlook, Changed To Stable From Negative

Issuer: SunTrust Real Estate Investment Corporation

  -- Outlook, Changed To Stable From Negative

Issuer: Fifth Third Bank, Ohio

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: Fifth Third Bancorp

  -- Outlook, Changed To Stable From Negative

Issuer: Fifth Third Capital Trust II

  -- Outlook, Changed To Stable From Negative

Issuer: Fifth Third Capital Trust IV

  -- Outlook, Changed To Stable From Negative

Issuer: Fifth Third Capital Trust V

  -- Outlook, Changed To Stable From Negative

Issuer: Fifth Third Capital Trust VI

  -- Outlook, Changed To Stable From Negative

Issuer: Fifth Third Capital Trust VII

  -- Outlook, Changed To Stable From Negative

Issuer: KeyBank National Association

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: KeyCorp

  -- Outlook, Changed To Stable From Negative

Issuer: KeyCorp Capital I

  -- Outlook, Changed To Stable From Negative

Issuer: KeyCorp Capital II

  -- Outlook, Changed To Stable From Negative

Issuer: KeyCorp Capital III

  -- Outlook, Changed To Stable From Negative

Issuer: KeyCorp Capital V

  -- Outlook, Changed To Stable From Negative

Issuer: KeyCorp Capital VI

  -- Outlook, Changed To Stable From Negative

Issuer: KeyCorp Capital VII

  -- Outlook, Changed To Stable From Negative

Issuer: KeyCorp Capital VIII

  -- Outlook, Changed To Stable From Negative

Issuer: KeyCorp Capital IX

  -- Outlook, Changed To Stable From Negative

Issuer: KeyCorp Capital X

  -- Outlook, Changed To Stable From Negative

Issuer: National City Bank
  -- Outlook, Changed To Positive From Rating Under Review

Issuer: National City Bank of Indiana

  -- Outlook, Changed To Positive From Rating Under Review

Issuer: National City Bank of Kentucky

  -- Outlook, Changed To Positive From Rating Under Review

Issuer: National City Bank of Pennsylvania

  -- Outlook, Changed To Positive From Rating Under Review

Issuer: PNC Bank, N.A.

  -- Outlook, Changed To Positive From Rating Under Review

Issuer: Provident Bank

  -- Outlook, Changed To Positive From Rating Under Review

Issuer: National City Preferred Capital Trust I

  -- Outlook, Changed To Positive From Stable

Issuer: Merchants National Corp

  -- Outlook, Changed To Positive From Stable

Issuer: National City Corporation

  -- Outlook, Changed To Positive From Stable

Issuer: PNC Capital Trust C

  -- Outlook, Changed To Positive From Stable

Issuer: PNC Capital Trust D

  -- Outlook, Changed To Positive From Stable

Issuer: PNC Capital Trust E

  -- Outlook, Changed To Positive From Stable

Issuer: PNC Capital Trust F

  -- Outlook, Changed To Positive From Stable

Issuer: PNC Capital Trust G

  -- Outlook, Changed To Positive From Stable

Issuer: PNC Capital Trust H

  -- Outlook, Changed To Positive From Stable

Issuer: PNC Funding Corporation

  -- Outlook, Changed To Positive From Stable

Issuer: Mercantile Bankshares Corporation

  -- Outlook, Changed To Positive From Stable

Issuer: National City Capital Trust II

  -- Outlook, Changed To Positive From Stable

Issuer: National City Capital Trust III

  -- Outlook, Changed To Positive From Stable

Issuer: National City Capital Trust IV

  -- Outlook, Changed To Positive From Stable

Issuer: National City Credit Corporation

  -- Outlook, Changed To Positive From Stable

Issuer: PNC Financial Services Group, Inc.

  -- Outlook, Changed To Positive From Stable

Issuer: PNC Preferred Funding Trust I

  -- Outlook, Changed To Positive From Stable

Issuer: PNC Preferred Funding Trust II

  -- Outlook, Changed To Positive From Stable

Issuer: PNC Preferred Funding Trust III

  -- Outlook, Changed To Positive From Stable

Issuer: U.S. Bank National Association

  -- Outlook, Changed To Negative From Rating Under Review

Issuer: U.S. Bank National Association ND

  -- Outlook, Changed To Negative From Rating Under Review

Issuer: Capital One Bank

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: Capital One, N.A.

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: AmSouth Bancorporation

  -- Outlook, Changed To Negative From Rating Under Review

Issuer: AmSouth Bank

  -- Outlook, Changed To Negative From Rating Under Review

Issuer: Regions Bank

  -- Outlook, Changed To Negative From Rating Under Review

Issuer: Regions Financial Corporation

  -- Outlook, Changed To Negative From Rating Under Review

Issuer: Regions Financing Trust II

  -- Outlook, Changed To Negative From Rating Under Review

Issuer: Regions Financing Trust III

  -- Outlook, Changed To Negative From Rating Under Review

Issuer: Union Planters Bank, National Association

  -- Outlook, Changed To Negative From Rating Under Review

Issuer: Union Planters Corporation

  -- Outlook, Changed To Negative From Rating Under Review

Issuer: Amegy Bank National Association

  -- Outlook, Changed To Positive From Rating Under Review

Issuer: California Bank & Trust

  -- Outlook, Changed To Positive From Rating Under Review

Issuer: Nevada State Bank

  -- Outlook, Changed To Positive From Rating Under Review

Issuer: Zions First National Bank

  -- Outlook, Changed To Positive From Rating Under Review

Confirmations:

Issuer: National Commerce Capital Trust I

  -- Preferred Stock Preferred Stock, Confirmed at Baa3

Issuer: SunTrust Banks, Inc.

  -- Issuer Rating, Confirmed at Baa1

  -- Multiple Seniority Shelf, Confirmed at (P)Baa3, (P)Baa2,
     (P)Baa1

  -- Subordinate Regular Bond/Debenture, Confirmed at Baa2

  -- Senior Unsecured Regular Bond/Debenture, Confirmed at Baa1

Issuer: SunTrust Capital I

  -- Preferred Stock Preferred Stock, Confirmed at Baa3

Issuer: SunTrust Capital IX

  -- Preferred Stock Preferred Stock, Confirmed at Baa3

Issuer: SunTrust Capital VIII

  -- Preferred Stock Preferred Stock, Confirmed at Baa3

Issuer: SunTrust Capital X

  -- Preferred Stock Shelf, Confirmed at (P)Baa3

Issuer: SunTrust Capital XI

  -- Preferred Stock Shelf, Confirmed at (P)Baa3

Issuer: SunTrust Capital XII

  -- Preferred Stock Shelf, Confirmed at (P)Baa3

Issuer: SunTrust Capital XIII

  -- Preferred Stock Shelf, Confirmed at (P)Baa3

Issuer: SunTrust Capital XIV

  -- Preferred Stock Shelf, Confirmed at (P)Baa3

Issuer: SunTrust Capital XV

  -- Preferred Stock Shelf, Confirmed at (P)Baa3

Issuer: SunTrust Capital XVI

  -- Preferred Stock Shelf, Confirmed at (P)Baa3

Issuer: SunTrust Capital XVII

  -- Preferred Stock Shelf, Confirmed at (P)Baa3

The principal methodologies used in this rating were Bank
Financial Strength Ratings: Global Methodology published in
February 2007, and Incorporation of Joint-Default Analysis into
Moody's Bank Ratings: A Refined Methodology published in March
2007.


CAPMARK FINANCIAL: Judge Approves $975M Settlement With Lenders
---------------------------------------------------------------
Bankruptcy Judge Christopher S. Sontchi wrote a 93-page opinion
deciding on the approval of $975 million settlement between
Capmark Financial Group and its secured lenders on a prepetition
loan, plotting a course out of Chapter 11 for the commercial
mortgage-servicing firm.

According to Bill Rochelle, the bankruptcy columnist for Bloomberg
News, Judge Sontchi concluded that the settlement was better than
the "lowest point of the range of litigation outcomes." He also
said the settlement was "fair and reasonable" and in the "best
interests" of "all parties in interest."  Judge Sontchi said a
lawsuit against the lenders had a "low probability" of success.

The Official Committee of Unsecured Creditors, among other
parties, objected to the settlement, asserting that the Debtors
are not authorized to use unencumbered cash to pay prepetition
claims prior to the confirmation of the Plan.  The Committee was
seeking authority to pursue lawsuits against the lenders.

The Ad Hoc Group of Holders of Capmark's Unsecured Bank Debt
relates that the Settlement is based on an unsupported assumption
that there is less than a 4% chance that the estates will prevail
on causes of action against the lenders and the secured ;lenders
are over-secured.  The Ad Hoc Group further asserts that the
Settlement cannot be approved because it amounts to an
impermissible sub rosa plan -- dictating terms of any future
Chapter 11 plan by providing for the immediate payment of over 96%
of the secured claim from $965 million of almost entirely
unencumbered cash without any findings that that scheme is in the
best interest of creditors or feasible.

The Debtors nonetheless won approval of the settlement agreement
with prepetition secured credit facility lenders holding claims
under a prepetition $1.5 billion Secured Credit Facility.

The Settling Lenders are:

  * Aurelius Capital Management, LP;
  * Brigade Capital Management, LLC;
  * Centerbridge Partners, L.P.;
  * Midtown Acquisitions L.P.;
  * Elliott Associates, L.P.;
  * Fir Tree, Inc.;
  * Golden Tree Asset Management LP;
  * Highbridge Principal Strategies, LLC;
  * QVT Financial LP and Silver Point Capital, L.P.;
  * The Royal Bank of Scotland plc;
  * JPMorgan Chase Bank, N.A.; and
  * any Prepetition Secured Lender, and those who do not put out
    of the settlement as beneficial owners of portions of the
    Debtors' prepetition Secured Credit Facility.

In May 2009, the Debtors negotiated a straightforward refinancing
transaction with the Lenders by which $1.5 billion of unsecured
debt was refinanced by $1.5 billion of secured debt.  The Debtors
aver that the refinancing gave them time to either negotiate a
comprehensive out-of-court restructuring or to negotiate
transactions preserving value for their stakeholders and position
themselves for Chapter 11 filing.

The loan gave Capmark "an opportunity to weather the financial
storm and maximized the value of the estate," said James
Sprayregen, Esq., and Edward Sassower, Esq., attorneys for the
lenders with law firm Kirkland & Ellis LLP..

The Official Committee of Unsecured Creditors claims that the
loan was a fraudulent transfer because the Debtors were granting
liens on their assets while receiving little to no value in
exchange, all to the detriment of their estates and unsecured
creditors.

However, the Debtors maintain that they have thoroughly analyzed
all potential avoidance claims that could be asserted against the
Secured Lenders.  After performing their detailed legal and
factual investigations, the Debtors assert that they were able to
negotiate the proposed Settlement with the Secured Lenders
holding over 80% of their secured debt.

Pursuant to the Settlement, the Debtors' estates are enhanced by
at least $108 million and as much as $135 million (or 9% of $1.5
billion less the amount held by any Excluded Lender of Secured
Lender that opts out of the Settlement) while avoidance actions
against alleged insiders and other nonsettling beneficial holders
of secured debt are preserved along with any actions against the
indenture trustee that approved an amendment to CFGI's bond
indenture.  Additionally, the Debtors maintain that by retiring
the Secured Claims, the settlement ends the accrual of interest
on the Secured Claims at a rate of at least 4.75% per year, when
it is nearly impossible to earn more than 0.5% interest per year
on money deposited in the banks.

                      About Capmark Financial

Based in Horsham, Pennsylvania, Capmark Financial Group Inc. --
http://www.capmark.com/-- provides financial services to
investors in commercial real estate-related assets.  Capmark has
three core businesses: lending and mortgage banking, investments
and funds management, and servicing.  Capmark operates in North
America, Europe and Asia.  Capmark has 1,000 employees located in
37 offices worldwide.

On October 25, 2009, Capmark Financial and certain of its
subsidiaries filed voluntary petitions for relief under Chapter 11
(Bankr. D. Del. Lead Case No. 09-13684).  Capmark disclosed assets
of US$20 billion against total debts of US$21 billion as of
June 30, 2009.

Capmark's financial advisors are Lazard Freres & Co. LLC and
Loughlin Meghji + Company.  Capmark's bankruptcy counsel is Dewey
& LeBoeuf LLP.  Richards, Layton & Finger, P.A., serves as local
counsel.  Beekman Advisors, Inc., is serving as strategic advisor.
KPMG LLP is tax and accounting advisor.  Epiq Bankruptcy
Solutions, LLC, is the claims and notice agent.

Protech Holdings C, LLC, an affiliate of Capmark, filed for
Chapter 11 protection on July 29, 2010 (Bankr. D. Del. Case No.
10-12387).  The Debtor estimated assets and debts in excess of
$1 billion as of the filing date.

Since filing in Chapter 11, Capmark completed three sales to
generate more than $1 billion cash. Berkshire Hathaway Inc. and
Leucadia National Corp. bought most of the business for
$468 million.


CAREFREE WILLOWS: Wants to Use Cash Collateral; Lender Objects
--------------------------------------------------------------
Carefree Willows, LLC, seeks authority from the U.S. Bankruptcy
Court for the District of Nevada to use the cash collateral of
Union Bank of California, despite the latter's objection to the
proposal.

Lenard E. Schwartzer, Esq., at the Schwartzer & McPherson Law
Firm, explains that the Debtor wants to use the revenue generated
by its senior housing complex to maintain the senior housing
complex, management and employees, provide services to the
tenants, for payment of maintenance expenses, real estate taxes,
insurance premiums, utilities incurred by the senior housing
complex.  By a deed of trust and assignment of rents between the
Debtor and the Secured Creditor, the Debtor granted the Secured
Creditor a security interest in, among other things, the revenue
that Debtor collects.  Accordingly, the monthly revenue collected
from the residents at Carefree Willows senior housing complex
constitute the Secured Creditor's cash collateral.

The Debtor's anticipated revenue and expenses for the senior
housing complex over the next 6 months are expected to be more
than sufficient to pay for the maintenance expenses, tenant
services, real estate taxes, insurance premiums, and utilities
incurred by the senior housing complex.

The Debtor asserts that the Secured Creditor is protected by a
replacement lien in proceeds of the same postpetition collateral,
to the extent that: 1) the Secured Creditor's prepetition interest
is valid and nonavoidable, and 2) prepetition cash and proceeds
are utilized by the Debtor in the Chapter 11 case. The priority of
this replacement lien will be the same as its prepetition
priority.

The Debtor promises to provide the Secured Creditor monthly
reports.  The Debtor will use the collateral pursuant to a budget,
a copy of which is available for free at:

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

Union Bank, the secured creditor, doesn't consent to any use of
funds constituting its collateral.  The Secured Creditor says that
it is owed approximately $31,536,647.  The Secured Creditor is
represented by Snell & Wilmer L.L.P.

Carefree Willows LLC is the owner of 300-unit Carefree Senior
Living in Las Vegas.  Carefree Willows filed a Chapter 11 petition
on Oct. 22 (Bankr. D. Nev. Case No. 10-29932).  Lenard E.
Schwartzer, Esq., at Schwartzer & Mcpherson Law Firm, in Las
Vegas, Nevada, serves as counsel to the Debtor.  In its Schedules
of Assets and Liabilities, the Debtor scheduled $30,604,014 in
assets and $36,531,244 in liabilities.


CENTAUR LLC: Valley View Downs L/C Extended Until January
---------------------------------------------------------
Centaur, LLC, et al., sought and obtained final authorization from
the U.S. Bankruptcy Court for the District of Delaware to amend
the letter of credit in support of Valley View Downs and its
affiliates' gaming license application, extending the term thereof
until January 24, 2011.

The Court also allowed the Debtors to obtain additional
availability under the Intercompany Financing Order for payment of
a fee to the L/C Issuer, Credit Suisse AG, Cayman Islands Branch.
The Valley View Downs Debtors can pay the L/C Issuer up to
$200,000 as compensation for the Fifth Amendment to the L/C.

Centaur, LLC, can advance to Valley View Downs, LP, as
Intercompany Financing the sum of up to $200,000 to be paid to the
L/C Issuer as compensation for the Fifth Amendment to the L/C.

The Valley View Downs Debtors have a gaming license application
for Valley View Downs pending before the Pennsylvania Gaming
Control Board of the Commonwealth of Pennsylvania.  A mandatory
requirement in the application process is that the Valley View
Downs Debtors secure the Gaming License Application with a letter
of credit in the amount of $50 million.

Prior to filing for Chapter 11 protection, the Valley View Downs
Debtors contracted with the L/C Issuer to provide a $50 million
letter of credit to the Commonwealth for the purpose of securing
the Debtors' Gaming License Application.  The Court previously
approved amendments to the L/C that provided extensions to the
term of the L/C so that the Valley View Downs Debtors could
preserve the development opportunity at Valley View Downs.

The L/C was set to expire on October 26, 2010.  The Debtors are
currently seeking to sell the Valley View Downs opportunity
through the auction and transfer of the equity interests in
reorganized Valley View Downs, LP, Centaur PA Land Management,
LLC, Centaur PA Land General Partner, LP, and Centaur PA Land, LP,
to be issued on the effective date of the reorganization plan.
The Valley View Downs Debtors negotiated with the L/C Issuer for a
further extension of the L/C for a period of 90 days to
January 24, 2011.  The Valley View Downs Debtors have agreed to
pay the L/C Issuer a $200,000 fee to be paid in cash by the Valley
View Downs Debtors in exchange for the further extension of the
L/C, provided that the Court continues the protections afforded by
the final L/C court order to the L/C.

                         About Centaur LLC

Indianapolis, Indiana-based, Centaur, LLC, aka Centaur Indiana,
LLC -- http://www.centaurgaming.net/-- is a company involved in
the development and operation of entertainment venues focused on
horse racing and gaming.  The Company and its affiliates filed for
Chapter 11 bankruptcy protection on March 6, 2010 (Bankr. D. Del.
Case No. 10-10799).  The Company estimated its assets and debts at
$500 million to $1 billion as of the Petition Date.  Gerard H.
Uzzi, Esq., Michael C. Shepherd, Esq., and Lane E. Begy, Esq., at
White & Case LLP, serve as counsel to the Debtors.

A group of affiliates led by Valley View Downs, LP,. filed for
Chapter 11 protection on October 28, 2009 (Bankr. D., Del. Case
No. 09-13761).  Valley View estimated assets and debts of $100
million to $500 million in its Chapter 11 petition.


CHRISTIAN WHITTINGTON: Case Summary & Creditors List
----------------------------------------------------
Joint Debtors: Christian Whittington
               Gretchen Whittington
               12123 Briar Leaf Court
               Parker, CO 80138

Bankruptcy Case No.: 10-37366

Chapter 11 Petition Date: October 28, 2010

Court: U.S. Bankruptcy Court
       District of Colorado (Denver)

Judge: Howard R. Tallman

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

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

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/cob10-37366.pdf


CIRCUIT CITY: No Class Claims Under Liquidation Plan
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist reports that, in an
opinion on Oct. 29, a district judge in Richmond, Virginia, upheld
the bankruptcy judge by ruling that class claims were not
preferable under the facts of the Circuit City, Inc., case.  As a
result, the distribution to creditors under the confirmed Circuit
City Chapter 11 plan won't be diluted by claims from workers in
California, Mr. Rochelle relates.

Circuit City employees alleging violations of the Worker
Adjustment and Retraining Notification Act sought to be treated as
a class in the Company's bankruptcy case, saying there is no
reason for individual members to each file their own claims.

According to Mr. Rochelle, the bankruptcy judge, however, ruled
that allowing or disallowing individual claims was the preferable
method for dealing with the labor-law claims.

Mr. Rochelle notes that the district judge didn't reach the
question of whether class claims are even permissible in
bankruptcy cases.  The issue has divided the courts.

                        About Circuit City

Headquartered in Richmond, Virginia, Circuit City Stores Inc.
(NYSE: CC) -- http://www.circuitcity.com/-- was a specialty
retailer of consumer electronics, home office products,
entertainment software and related services in the U.S. and
Canada.

Circuit City Stores together with 17 affiliates filed a voluntary
petition for relief under Chapter 11 of the Bankruptcy Code on
November 10, 2008 (Bankr. E.D. Va. Lead Case No. 08-35653).
InterTAN Canada, Ltd., which runs Circuit City's Canadian
operations, also sought protection under the Companies' Creditors
Arrangement Act in Canada.

Gregg M. Galardi, Esq., and Ian S. Fredericks, Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, are the Debtors' general
restructuring counsel.  Dion W. Hayes, Esq., and Douglas M. Foley,
Esq., at McGuireWoods LLP, are the Debtors' local counsel.  The
Debtors also tapped Kirkland & Ellis LLP as special financing
counsel; Wilmer, Cutler, Pickering, Hale and Dorr, LLP, as special
securities counsel; and FTI Consulting, Inc., and Rotschild Inc.
as financial advisors.  The Debtors' Canadian general
restructuring counsel is Osler, Hoskin & Harcourt LLP.  Kurtzman
Carson Consultants LLC is the Debtors' claims and voting agent.
The Debtors disclosed total assets of $3,400,080,000 and debts of
$2,323,328,000 as of August 31, 2008.

Circuit City has opted to liquidate its 721 stores.  It has
obtained the Bankruptcy Court's approval to pursue going-out-of-
business sales, and sell its store leases.

In May 2009, Systemax Inc., a multi-channel retailer of computers,
electronics, and industrial products, acquired certain assets,
including the name Circuit City, from the Debtors through a Court-
approved auction.


CONTECH CONSTRUCTION: Completes "Balance Sheet Restructuring"
-------------------------------------------------------------
Contech Construction Products Inc. announced November 1 that it
has successfully completed a balance sheet restructuring with its
debt and equity holders, which reduces the Company's outstanding
debt by approximately $240 million and greatly enhances Contech's
financial position to continue to invest in innovation and pursue
meaningful growth opportunities.  Additionally, the Company
disclosed that as part of the restructuring, Goldman Sachs
Mezzanine Partners (GSMP) will become Contech's majority owner.
Funds advised by Apax Partners will continue to hold an equity
stake in the business.

"This balance sheet restructuring was essential for Contech as it
greatly reduces our debt, increases our liquidity and puts us in a
stronger position to invest in our future.  We are grateful to
have the support of Goldman Sachs, our equity partner Apax
Partners, our lenders and all other owners of our business. We
look forward to working with them over the coming years, as we
drive innovation throughout the industry and aggressively go after
new markets and key customer accounts, while continuing to expand
our global footprint," stated Ron Keating, President and Chief
Executive Officer of Contech.

Under the terms of the balance sheet restructuring, the Company
has permanently removed 100% of the principal amount and accrued
interest owed on its mezzanine notes due 2014, representing a
total debt reduction of approximately $240 million.  Additionally,
the Company's senior secured credit facility with Wells Fargo Bank
and a syndicate of lenders has also been amended with modified
financial covenants and revised interest rates. The Company's
revolving credit facility has been extended to January 31, 2013,
the same date as its term loan.

Joseph Gleberman, Managing Director of Goldman, Sachs & Co.
stated, "Contech is a well-run organization with strong and
respected brands.  We have consistently been impressed with the
Company's leadership, especially through these most challenging
times. Contech is well positioned to help in the rebuilding of our
nation's infrastructure.  We look forward to working with the
management team, helping to shape their vision and delivering
long-term sustainable value for all shareholders."

The Company's legal advisor on this restructuring is Kirkland &
Ellis, LLP and Perella Weinberg Partners LLP served as the
financial advisor.

                  About CONTECH Construction

CONTECH Construction Products Inc. is a leading provider of site
solution products and services for the civil engineering industry.
CONTECH's product portfolio includes bridges, drainage, retaining
walls, sanitary sewer, stormwater, erosion control and soil
stabilization products.  See http://www.contech-cpi.com

As reported in the TCR on October 27, 2010, Standard & Poor's
Ratings Services lowered its corporate credit rating on Contech
Construction Products Inc., to 'CC' from 'CCC'.  The ratings,
including the issue-level ratings on the senior secured bank
facilities, remain on CreditWatch, where they had been placed with
negative implications on June 18, 2010.

"The downgrade and continued CreditWatch listing reflects S&P's
view that Contech will likely not be in a position to remain in
compliance with its senior secured bank credit facilities because
of the combination of still-weak construction end markets,
restrictive bank facility covenants, constrained operating
results, and high debt levels," said Standard & Poor's credit
analyst Thomas Nadramia.  As a result, S&P thinks Contech will
likely need to seek amendments or waivers of its covenant
requirements and possibly pursue restructuring of its debt
obligations.  The company faced more restrictive bank credit
agreement covenants which stepped down on June 30, 2010.


CIT GROUP: DBRS Keeps 'B' Issuer Rating After Q3 Results
--------------------------------------------------------
DBRS has commented that the ratings of CIT Group, Inc., including
its Issuer Rating of B (high) are unaffected by the Company's
announcement of 3Q10 earnings results.  The trend on all long-term
ratings is Positive.

For 3Q10, CIT reported net income of $131.5 billion, on a GAAP
basis, the third consecutive quarter of profitability.  Earnings
continue to benefit from pre-tax fresh start accounting (FSA)-
related items, which totaled $266 million in the quarter.  On an
underlying basis, excluding FSA accretion income, CIT's pre-tax
loss totaled $70.3 million; however, the loss narrowed from
$166 million in the prior quarter.  DBRS views the smaller
underlying loss as demonstrating the Company's continuing progress
towards restoring underlying profitability.  Management's
continued focus on removing excess operating costs and reducing
high-cost debt is having a positive impact on profitability.
Indeed, operating expenses were lower than 2Q10 and interest
expense declined 10% as a direct result of these actions.
Moreover, underlying earnings benefited from the favorable
movement in credit trends resulting in a 32% reduction in
provisioning for credit losses compared to the prior quarter.
While business fundamentals improved, high funding costs continue
to compress margins providing a noteworthy headwind limiting
underlying earnings ability.

Importantly, the results evidence good momentum in CIT's core
businesses, with funded volumes in excess of $1.0 billion and
volumes increasing in three of the Company's four commercial
businesses.  DBRS sees this as further confirmation that the
Company continues to advance its plans designed to restore the
franchise and customer confidence in the Company post-
reorganization.

Credit performance continues to show signs of stabilization.  On a
pre-FSA basis, gross charge-offs declined $19 million from the
prior quarter to $233 million, or 2.97% of average finance
receivables.  Non-accrual loans, excluding FSA accounting,
decreased 14.8% to $2.6 billion.  Importantly, the pace of new
inflows into non-accrual status decreased substantially,
suggesting longer-term improvement in asset quality.  As a result
of the improving loan performance, provisions for loan losses
decreased 32% quarter-on-quarter to $165.2 million.  Coverage
ratios, including the FSA accretable discount, remain solid at
115% of non-accrual loans at September 30, 2010, despite the
decline in provisioning.  Moreover, the remaining $583.3 million
of non-accretable discount (marks) on the balance sheet at the end
of 3Q10 provides additional cushion from potential losses on the
pre-emergence loan portfolio.  Given the uneven recovery, which
continues to pressure small and middle market businesses, which
are CIT's core clientele, DBRS views the trends in the performance
of the loan portfolio as illustrating the Company's sound
underwriting and servicing abilities, as well as the continued
progress in removing risk from the balance sheet.

CIT's funding profile continues to improve.  Year-to-date, CIT has
repaid $4.5 billion of high cost first lien debt and refinanced
the remaining $3.0 billion at more favorable terms.  In addition,
in September and early October, CIT announced the redemption of
$1.4 billion of the 10.25% second lien Series B Notes, which will
be completed in 4Q10.  Liquidity remains solid with total cash
increasing to $11.5 billion, or 21.7% of total assets.  Capital
ratios substantially exceed regulatory minimums and have benefited
from organic capital generation and further reductions in risk-
weighted assets, owed to ongoing removal of non-core assets.  CIT
reported a Tier 1 capital ratio of 18.7% and a total capital ratio
of 19.6% at the end of 3Q10.  Moreover, leverage continues to
improve with debt-to-equity of 4.1 times at September 30, 2010.

The Positive trend reflects DBRS's expectations that the Company
should continue to make progress in improving and diversifying its
funding profile, while restoring underlying profitability.


CLYDE DAVIS: Case Summary & 14 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Clyde Randy Davis
        218 Saddle Mountain Road
        Rome, GA 30161

Bankruptcy Case No.: 10-44245

Chapter 11 Petition Date: October 29, 2010

Court: U.S. Bankruptcy Court
       Northern District of Georgia (Rome)

Judge: Mary Grace Diehl

Debtor's Counsel: Ian M. Falcone, Esq.
                  THE FALCONE LAW FIRM PC
                  363 Lawrence Street
                  Marietta, GA 30060
                  Tel: (770) 426-9359
                  E-mail: attorneys@falconefirm.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 14 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/ganb10-44245.pdf


CLYDE WILLIAMS: Case Summary & 5 Largest Unsecured Creditors
------------------------------------------------------------
Joint Debtors: Clyde R. Williams
               Linda C Williams
               930 Hurleston Lane
               Atlanta, GA 30302

Bankruptcy Case No.: 10-92290

Chapter 11 Petition Date: October 29, 2010

Court: U.S. Bankruptcy Court
       Northern District of Georgia (Atlanta)

Judge: Mary Grace Diehl

Debtors' Counsel: William T. Payne, Esq.
                  150 E. Ponce de Leon Avenue, Suite 200
                  Decatur, GA 30030
                  Tel: (404) 377-1100
                  E-mail: wtplaw1100@aol.com

Scheduled Assets: $1,521,505

Scheduled Debts: $4,703,000

A list of the Joint Debtors' five largest unsecured
creditors filed together with the petition is available for
free at http://bankrupt.com/misc/ganb10-92290.pdf


CONTINENTAL COMMON: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Continental Common, Inc.
        1750 Valley View Lane, Suite 440
        Dallas, TX 75234

Bankruptcy Case No.: 10-37542

Chapter 11 Petition Date: October 28, 2010

Court: U.S. Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Harlin DeWayne Hale

Debtor's Counsel: Melissa S. Hayward, Esq.
                  FRANKLIN SKIERSKI LOVALL HAYWARD LLP
                  10501 N. Central Expry, Suite 106
                  Dallas, TX 75231
                  Tel: (214) 789-9977
                  Fax: (214) 221-7993
                  E-mail: MHayward@FSLHlaw.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 Craig Landess, vice president.


CONTINENTAL TRUSTEES: S&P Assigns 'BB' Rating to $200 Mil. Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' rating to
Continental Trustees Ltd.'s $200 million fixed-/floating-rate
step-up notes due 2040.

The transaction structure is intended to mirror the credit risk of
the underlying collateral in the form of a participation interest
in a Banco Continental subordinated loan.  S&P considers the
credit quality of the underlying loan to be below S&P's long-term
counterparty rating on the bank, reflecting both the incremental
risk to creditors related to the subordinated position of these
notes to the bank's senior creditors and the bank's flexibility in
making interest payments.  (S&P's ratings on this type of hybrid
security generally incorporate the risk of nonpayment despite the
permissibility of such nonpayment under the terms of the issue.)

Banco Continental may opt to suspend interest payments on this
note issue if it determines that canceling such interest payments
is necessary or desirable to enable the bank to remain in
compliance during the next 12 months with its minimum regulatory
capital requirements, in accordance with Peruvian banking laws and
regulations.  In addition, interest on this security will be
mandatorily suspended if Banco Continental is not in compliance
with its applicable regulatory capital requirements, if the
sector's regulatory body (the Superintendency of Banks, Insurance
and Private Pension Fund Administrators) mandates a prohibition of
such interest payments, or if there are no distributable profits
for the bank as of the latest fiscal year end.

The transaction rating reflects S&P's view that despite this
flexibility and the possibility for a suspension in the payment of
interest, S&P views such suspension as remote.  If circumstances
lead to an increased risk of a suspension of payments, S&P would
consider further widening the difference between the transaction
rating and the bank's counterparty credit rating.

Standard & Poor's 'BBB-/A-3' counterparty credit ratings on Banco
Continental primarily reflect the bank's strong market position as
the second-largest player in the Peruvian financial system, its
sound management team, and a solid financial risk profile.  The
bank's financial strength is evidenced mainly by its ample,
stable, and low-cost deposit base, which represents the bank's
main funding source; its high profitability and liquidity; healthy
asset quality indicators; and good operating efficiency, enhanced
by the involvement one of its two main owners, Banco Bilbao
Vizcaya Argentaria S.A. (AA/Negative/A-1+).  Partially offsetting
these strengths are the bank's exposure to Peru and the high
competitive pressures in that country's financial system.

The rating also reflects the role of Credit Suisse AG as lender
under the subordinated loan.  According to the transaction
documents, Credit Suisse is responsible for transferring all
payments received under the loan within 24 hours to the
transaction trust, thereby mitigating any commingling risk.

The interest rate on the notes will mirror that of the underlying
collateral and will be fixed for the first 10 years, after which
the notes will accrue interest at a floating rate equal to LIBOR
plus a spread.  As long as the step-up in the interest rate at
year 10 does not exceed 200 basis points, S&P will characterize
the loan as having "intermediate strong" equity credit until 2020
due to the loan's flexibility of payments, long-dated maturity,
and significant subordination.

                          Ratings List

     Banco Continental                      Rating
     -----------------                      ------
     Counterparty credit rating             BBB-/Positive/A-3

                         Rating Assigned

                    Continental Trustees Ltd.

     $200 million fixed-/floating-rate
     step-up junior subordinated notes due 2040              BB


CREAM MINERALS: Lender's Forbearance Conditioned on Minco Deal
--------------------------------------------------------------
Cream Minerals Ltd. on Monday said Frank Lang, its chairman and
director, as well as its major creditor, has agreed that the
Company may defer for two years the repayment of C$1 million of
debt if it accepts Minco Silver Corporation's offer to acquire a
stake in the Nuevo Milenio silver-gold exploration project.

Cream owes Mr. Lang and a company controlled by him an aggregate
of nearly C$1.3 million.

Cream disclosed that Minco on October 14, 2010, offered to
purchase an initial 50% interest in Nuevo Milenio for C$5 million
in cash, plus a grant to Minco of an option to acquire an
additional 20% interest by incurring work expenditures of a
further C$5 million.  Assuming it fulfils its own expenditure
requirements, Cream would retain a 30% interest in the upside
potential of Nuevo Milenio.

The disclosure was part of Cream's announcement that it has mailed
a supplementary directors' circular in response to the unsolicited
offer from Endeavour Silver Corp. to Cream shareholders to
purchase all of the issued and outstanding shares of Cream for
C$0.12 per Share.  Cream said it was in talks with Minco over the
terms of a deal when Endeavour announced its buyout offer.

Cream said the Circular contains no recommendation of the Cream
board of directors as to whether Cream shareholders should accept
or reject the Endeavour Offer.  Shareholders should consider the
information contained in the Circular carefully and make their own
decisions.  Shareholders who are in doubt about how to respond to
the Endeavour Offer, should consult their investment dealer,
stockbroker, lawyer or other professional advisors.

Cream said an Independent Committee has concluded that the
agreement contemplated by the Minco Offer and Mr. Lang's
forbearance agreement together would constitute a viable
alternative to the Endeavour Offer.  With the Minco and Lang
agreements in place, Cream would be recapitalized, with sufficient
cash to pay its debts to third party creditors and comfortably
meet its expected working capital needs for at least two years.
In addition, Cream's most valuable asset, the Nuevo Milenio
project, would be in the hands of Minco, which has a skilled
senior management team with a strong global track-record in major
mining organizations, and Cream would retain a significant
interest in the project.

Cream also said Capital West Partners, financial advisor to the
Independent Committee, has advised the Independent Committee that
it regards the Endeavour Offer as superior to the Minco Offer from
a financial point of view.  Nevertheless, Shareholders who wish
their Company to remain in the business of mineral exploration and
to participate in Nuevo Milenio's upside potential, with the
possibility that they may over the longer term achieve a better
return by retaining their Shares, may prefer to reject the
Endeavour Offer.

According to Cream, its Board is of the view that given the
limited financial resources of the Company and in accordance with
the Company's business plan, the acceptance of the Minco Offer is
in the best interests of the Company.  If on November 9, 2010, the
expiry date of the Endeavour Offer, Shares representing less than
50.1% of the outstanding Shares, calculated on a fully-diluted
basis, are tendered to the Endeavour Offer, the Board intends to
accept the Minco Offer on November 10, 2010.

A full-text copy of Cream's statement is available at no charge at
http://ResearchArchives.com/t/s?6d41

Based in Vancouver, British Columbia, Cream Minerals Ltd. (CA:CMA)
(frankfurt:DFL) -- http://www.creamminerals.com/-- is a mineral
exploration company with properties in Canada, Mexico and Sierra
Leone, Africa.  While the Company holds five properties, its
current focus is the Nuevo Milenio silver-gold project.


CROWN CASTLE: Fitch Upgrades Issuer Default Rating to 'BB'
----------------------------------------------------------
Fitch Ratings has upgraded the Issuer Default Ratings of Crown
Castle International Corp. and its subsidiaries to 'BB' from
'BB-'.  In addition, Fitch has upgraded the senior unsecured debt
at CCIC to 'BB-' from 'B+'.  The remaining debt ratings at CCIC's
subsidiaries have been affirmed.

Fitch has upgraded, affirmed these ratings:

CCIC

  -- IDR to 'BB' from 'BB-';
  -- Senior Unsecured Debt to 'BB-' from'B+'.

Crown Castle Operating Company

  -- IDR to 'BB' from 'BB-';
  -- Senior Secured Credit Facility at 'BB+'.

CC Holdings GS V LLC

  -- IDR to 'BB' from 'BB-';
  -- Senior Secured Notes at 'BBB-'.

The Rating Outlook for CCIC and its subsidiaries is Stable.

The ratings upgrade for Crown reflects the continued strengthening
of the company's credit and operating profile evidenced by the
completed refinancing of its capital structure, the improved cash
generation and decreased leverage.  Annualized leverage as of the
third quarter of 2010 was 5.5 times.  The ratings are supported by
the strong recurring cash flows associated with its leasing
operations and the significant operating leverage inherent within
the business model that should enable the company to further
increase its robust EBITDA margin.  The rating profile also
benefits from Crown's focus on seeking additional growth
opportunities in the U.S. wireless industry versus emerging
international markets, thus leading to less exposure to country
risk, less favorable market characteristics like low entry
barriers and lower credit quality lessees.

Concerns include Crown's exposure to Nextel related sites that
will likely be decommissioned in the future.  However, Fitch
believes 1) This exposure is limited to the mid- to low-single
digits over a multi-year period; 2) Crown has less exposure to
Nextel sites than other tower operators; 3)Sprint Nextel is still
at the early stages for network planning, thus the exact number of
sites that are ultimately decommission is highly uncertain.
Sprint Nextel will also likely need to upgrade the majority of its
cell site leases with amendments for its network modernization,
which will provide an offset to any cancelled leases.
Additionally, Fitch expects growth from other carriers will more
than make up for any loss of revenue from Nextel related sites.

The key factor in future revenue and cash flow growth for Crown as
well as the rest of the tower industry, is the growth with mobile
broadband services.  With the proliferation of innovative handset
and other devices, data traffic has grown exponentially in recent
years for wireless operators.  Even though operators have begun to
use data caps on plans to better match revenues with growth in
data, as operators deploy 4G networks, the data 'buckets' will be
quite robust and as new devices come to the market, the tower
industry will greatly benefit from the need by operators to
upgrade networks to match increased demand.  Consequently, with
the wireless industry at the early stages of broadband data, Fitch
believes the tower operators are well positioned to drive further
lease-up opportunities and have significant upside to longer-term
leasing revenue and cash flow growth, which could exceed current
industry expectations.  This has already been supported by one of
the national operators reaching an agreement to amend terms on
100% of its leases for additional 4G infrastructure in exchange
for a higher monthly rental payment.

Crown maintains significant flexibility with prioritizing the use
of its liquidity and discretionary cash flow.  As of the third
quarter 2010, cash was $279 million pro forma for the partial
interest rate swap settlement and share repurchases.  Crown's
$400 million revolving facility that matures in 2013 remains
undrawn, and the company has significant flexibility under its
covenants.  Free cash flow for the last twelve months was
approximately $380 million, including $97 million in spending for
land purchases, which is highly discretionary.  The focus on
buying or extending its land leases, which Crown now owns land
underneath its tower sites generating 34% of its site rental gross
margin, also benefits the longer-term credit profile by increasing
margin certainty and decreasing its leasing obligation.  Fitch
accounts for operating leases within its adjusted debt metrics.
In 2011, Crown has indicated recurring cash flow will be in the
range of $721 million to $741 million, which Fitch believes Crown
should at least meet or exceed the high-end of this target.

Crown has fully addressed the refinancing risk with its capital
structure as the company does not have any material maturities
until 2014 when its $627 million term loan matures.  Term loan
amortization is minimal at 1% annually.  Crown does have two
interest rate swaps with a combined notional value of $2.8 billion
maturing in 2011 with a present value of $438 million.  Fitch
expects the company to proactively address the remaining
obligations during the upcoming quarters.  During the fourth
quarter of 2010, Crown used $52 million in cash to settle
$303 million of notional interest rate swap.

With the company nearing its net leverage target of 5x, additional
debt reduction is not likely.  Longer-term, Fitch believes Crown
could continue to delever through cash flow growth into the 4x
range depending on whether attractive material acquisitions or
share repurchase opportunities present themselves.  Additionally,
with the potential conversion to a REIT in the 2014-2015
timeframe, Fitch believes Crown has investment grade aspirations
as part of the considerations with a REIT conversion, which
suggests that the company would potentially pursue less aggressive
long-term financial policies.

The 'BBB-' rating for the secured debt at GS V reflects the
superior recovery and over-collateralization of the debt at the
operating company level.  The ratings for the secured credit
facility at CCOC reflect the lower collateral support from its
pledged assets as well as expected benefits from the over-
collateralization of the secured assets at Towers LLC, GS V and
Global Signal Holdings III LLC.  The ratings of the unsecured debt
at the holding company level reflect the structural subordination
and reduced recovery prospects within the capital structure.  The
distinction in rating differences between Fitch's existing
structured and new corporate debt ratings reflects the structural
enhancements with the CMBS issuances including the protection of
interest payments during a bankruptcy process.

Longer-term, Fitch believes Crown's ratings have upward potential
from further operational and credit profile improvements.  Key
rating drivers for Crown include (1) The stability and operating
leverage within its leasing operations; (2) Growth in broadband
data leading to increased lease-up opportunities; and (3)
Maintaining less aggressive financial policies than in the past.


DANMART PROPERTIES: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Danmart Properties LLP
        P.O. Box 44033
        Phoenix, AZ 85064
        Tel: (602) 285-9010

Bankruptcy Case No.: 10-35045

Chapter 11 Petition Date: October 29, 2010

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

Judge: George B. Nielsen, Jr.

Debtor's Counsel: Stanford E. Lerch, Esq.
                  LERCH & DEPRIMA PLC
                  4000 N. Scottsdale Road, Suite 107
                  Scottsdale, AZ 85251
                  Tel: (480) 212-0700
                  Fax: (480) 212-0705
                  E-mail: slerch@ldlawaz.com

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

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

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

The petition was signed by Dan Unger, manager.


DAVID MARCOE: Wants Access to Lenders' Cash Collateral
------------------------------------------------------
David B. Marcoe and Lori L. Marcoe ask the U.S. Bankruptcy Court
for the Western District of Washington for authorization to use
cash collateral of Sterling Savings Bank, and First Horizon and
Chase.

The Debtors need access to all rents related to the eleven unit
project at 3116-3128 Franklin Ave. E, Seattle, and Kismet Two LLC.
The Debtors will use the cash collateral to preserve, maintain,
and protect the real properties; and provide management
compensation to the Debtors for the costs of maintaining the
properties and dealing with tenant issues.

As adequate protection for any diminution in value of the lenders'
collateral, the Debtors will grant the secured lenders the balance
of the rents with the first position secured lien in the property.

As further adequate protection, the Debtor will:

   i) continue to maintain insurance on all real properties;

  ii) not incur any indebtedness with priority over the liens of
      the bank;

iii) pay or preserve the funds allocated for payment of real
      property taxes and insurance expenses.

The Debtors filed a motion to shorten time for approval of interim
use of cash collateral, requesting a hearing on November 4, 2010,
or at the Court's earliest convenience.  The Debtors propose a
final hearing on their request to access the secured lenders' cash
collateral on November 19 at 9:30 a.m.  Objections, if any, are
due November 12.

                      About David Brian Marcoe

Seattle, Washington-based David Brian Marcoe and David Brian
Marcoe and Lori Lucille Marcoe are owners of a number of
townhouses, duplexes and residential real properties located in
King County.  Their 18 primary business was the design and
construction of new construction projects.  The Company filed for
Chapter 11 protection on September 15, 2010 (Bankr. W.D. Wash.
Case No. 10-20975).  Cynthia A. Kuno, Esq., at Hanson Baker Ludlow
Drumheller PS, assists the Debtors in their restructuring effort.
The Debtor disclosed $10,339,222 in assets and $10,573,203 in
liabilities.


DELTA AIR: Court OKs Sharing of Info. on Retiree Benefit Plans
--------------------------------------------------------------
Counsel to Delta Air, Steven C. Krause, Esq., at Davis Polk &
Wardwell LLP, in New York, certified to the U.S. Bankruptcy Court
for the Southern District of New York that as of August 30, 2010,
there were no outstanding unresolved answer, objection or other
responsive pleading to the Reorganized Debtors' proposed order
specifically authorizing disclosure of necessary information to
facilitate operation of retiree benefit plans by a retiree
voluntary employee benefit association.

Accordingly, Judge Cecilia G. Morris ruled that Delta's health
care benefit plans and other covered entities and their business
associates that do business with the Delta Plans in connection
with health care, prescription drug, vision care or dental
benefits -- the "Delta Vendors" -- are authorized, but not
required, to share information with the Covered Entities and
their Business Associates that do business with, or that are
being solicited to do business with, the VEBA in connection with
health care, prescription drug, vision care or dental benefits
for Delta Air Lines, Inc. pilot retirees, their spouses,
dependents and survivors.  This includes the VEBA's broker, third
party plan administrator, and plan or insurance providers -- the
"VEBA Outside Vendors".

  (1) The Delta Plans and Delta Vendors are specifically
      authorized, but not required, to share protected health
      information as defined under the Health Insurance
      Portability and Accountability Act of 1996 -- HIPAA PHI --
      held by the Covered Entities, with the VEBA Outside
      Vendors solely for the purpose of assisting the VEBA with
      the implementation of its health care, prescription drug,
      vision care and dental benefit plans which will be offered
      to Delta pilot retirees, spouses, dependents and
      survivors.  Each VEBA Outside Vendor must execute
      written confidentiality agreements satisfactory to the
      Delta Plans and Delta Vendors in their sole discretion, in
      which the VEBA Outside Vendors agree (A) to preserve the
      confidentiality of the HIPAA PHI as provided under laws
      applicable to Business Associates or Covered Entities; (B)
      to use the HIPAA PHI only as permitted under laws
      applicable to Business Associates or Covered Entities; and
      (C) to comply with and adhere to other confidentiality,
      security and privacy requirements that Debtors, the Delta
      Plans or the Delta Vendors may require -- the
      "Confidentiality Restrictions".

  (2) The Delta Plans and the Delta Vendors are specifically
      authorized, but not required, to provide the VEBA Outside
      Vendors that agree in written confidentiality agreements
      to abide by the Confidentiality Restrictions with some or
      all of these information in its or their possession:

      A. Census data, including individual enrollment
         information, regarding Delta pilot retirees, their
         spouses, dependents, and survivors.  The Delta Plans
         and Delta Vendors are also authorized, but not
         required, to provide some or all of the specified
         information to the VEBA Outside Vendors with respect to
         future pilot retirees and their dependents, but only if
         the future pilot retirees and their dependents are
         offered an enrollment opportunity in the healthcare,
         vision, dental and prescription drug plans of the VEBA.
         In addition, the enrollment data may be provided for
         the previous 24 months, as well as current enrollment
         data.

      B. Aggregate medical and prescription drug claims amounts
         and related aggregate participant census data regarding
         Delta pilot retirees their spouses, dependents, and
         survivors, specifically including aggregate claims
         experience for the previous 24 months categorized by
         pilot retirees that are (i) under age 65, (ii) age 65
         or older, and (iii) under age 65 and on Medicare, if
         known, and further categorized between aggregate
         medical and prescription drug coverage by each month;
         monthly enrollment counts for pilot retirees and total
         number of lives (pilot retirees + dependents) by month,
         for the previous 24 months categorized by those pilot
         retirees that are (i) under age 65, (ii) age 65 or
         older and (iii) under age 65 and on Medicare, if
         known.

         Delta and the Delta Vendors are specifically
         authorized, but not required, to provide the VEBA
         Outside Vendors with individual pilot retiree or
         dependent high claims experience, indicated by the plan
         name, for up to the previous 24 months.  The high
         claims experience includes a list of all pilot retiree
         or dependent claimants with over $50,000 of paid claims
         in up to the last 24 months and the aggregate amount of
         their claims and the specific prognosis/diagnosis
         information (if available) for the claimants; provided,
         however, that the information on individual pilot
         retiree and dependent high claims will be supplied
         without individual names associated with the claims,
         simply by gender, date of birth (month and year only),
         and address (city, state and 5-digit zip code only).

      C. Aggregate dental claims and related aggregate census
         data regarding Delta pilot retirees (and other
         employees identified by the VEBA Outside Vendor who are
         eligible for the HCTC because they are receiving
         payments from the PBGC), their spouses, dependents, and
         survivors, specifically including aggregate claims
         experience for the previous 24 months categorized by
         those pilot retirees that are (i) under age 65, and
         (ii) age 65 or older; monthly pilot enrollment counts
         and total member counts (pilot retirees + dependents)
         for the previous 24 months, categorized by those pilot
         retirees that are (i) under age 65, and (ii) age 65 or
         older.

      D. Vision care claims and related census data regarding
         Delta pilot retirees, their spouses, dependents, and
         survivors, specifically including aggregate claims
         experience for the previous 24 months categorized by
         those pilot retirees that are (i) under age 65, and
         (ii) age 65 or older; monthly pilot enrollment counts
         and total member level (pilot retirees + dependents)
         for the previous 24 months, categorized by those pilot
         retirees that are (i) under age 65, and (ii) age 65 or
         older.

Judge Morris held that disclosure of HIPAA PHI by the Delta Plans
and Delta Vendors as authorized and restricted for the purpose of
facilitating the establishment, enrollment and functioning of the
VEBA healthcare, vision, prescription drug and dental plans is
disclosure that is required by law for purposes of 45 CFR
164.512(e) and, as such, the Delta Plans and Delta Vendors are
permitted to disclose the HIPAA PHI without the approval of the
Delta Plans' participants and without liability; and none of the
Reorganized Debtors, the Delta Plans, the Delta Vendors, DP3,
Inc. or any of their affiliates, members, officers, directors,
employees, advisors, actuaries, accountants, attorneys, financial
advisors, investment bankers, consultants, professionals or
agents, will have or incur any liability for any act or omission
in connection with, related to or arising out of, any
disclosures, except for willful misconduct, ultra vires acts or
gross negligence.

                       About Delta Air Lines

Atlanta, Georgia-based Delta Air Lines (NYSE: DAL) --
http://www.delta.com/or http://www.nwa.com/-- provides scheduled
air transportation for passengers and cargo throughout the United
States, and around the world.  The Company's route network is
centered on the hub system it operate at airports in Atlanta,
Cincinnati, Detroit, Memphis, Minneapolis/St. Paul, New York-JFK,
Salt Lake City, Paris-Charles de Gaulle, Amsterdam and Tokyo-
Narita. The hub operations include flights, which gather and
distribute traffic from markets in the geographic region
surrounding the hub to domestic and international cities and to
other hubs. The network is supported by a fleet of aircraft, which
is varied in terms of size and capabilities.  On December 31,
2009, the Company's wholly owned subsidiary Northwest Airlines,
Inc., merged with and into Delta.  The wholly owned subsidiary of
the Company is Northwest Airlines Corporation.

Northwest and 12 affiliates filed for Chapter 11 protection on
September 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930).
On May 21, 2007, the Court confirmed the Northwest Debtors'
amended plan.  That amended plan took effect May 31, 2007.

Delta and 18 affiliates filed for Chapter 11 protection on
September 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923).
Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represented
the Delta Debtors in their restructuring efforts. On April 25,
2007, the Court confirmed the Delta Debtors' plan.  That plan
became effective on April 30, 2007.

(Bankruptcy Creditors Service Inc. publishes Delta Air Lines
Bankruptcy News, http://bankrupt.com/newsstand/or 215/945-7000).

                        *     *     *

Delta Air Lines and Northwest Airlines carry a 'B/Stable/--'
corporate ratings from Standard & Poor's.  They also continue to
carry 'B2' corporate family ratings from Moody's and "B-" LT
Issuer Default rating from Fitch.


DELTA AIR: Reports $929 Million Profit in Sept. 30 Quarter
----------------------------------------------------------
Delta Air Lines (NYSE: DAL) reported financial results for the
September 2010 quarter.  Key points include:

    * Delta's net income for the September 2010 quarter was
      $929 million, or $1.10 per diluted share, excluding special
      items.  This is an $878 million improvement year over
      year.

    * Delta's GAAP net income was $363 million, or $0.43 per
      diluted share, for the September 2010 quarter.

    * Results include $185 million in profit sharing expense, in
      recognition of Delta employees' achievements toward
      meeting the company's financial targets, bringing total
      profit sharing expense for the year to date to $275 million.

    * Delta executed $750 million in debt reduction and
      delevering initiatives during the quarter and ended the
      September 2010 quarter with $5.5 billion in unrestricted
      liquidity.

"This quarter's profit is evidence of the success of our merger.
We are making progress toward our goal of consistent profitability
with 10-12% annual operating margins and we expect to be
profitable for the December quarter," said Richard Anderson,
Delta's chief executive officer.  "These results would not have
been possible without the hard work and dedication of the Delta
people and we are pleased to recognize their contributions with an
additional $185 million this quarter for our profit sharing
program."

Revenue Environment

Total operating revenue for the September 2010 quarter was
$9.0 billion, an increase of $1.4 billion, or 18%, compared to the
same period last year.

    * Passenger revenue increased 19%, or $1.3 billion, compared
      to the prior year period on 2% higher capacity.  Passenger
      unit revenue (PRASM) increased 16%, driven by a 16%
      improvement in yield.

    * Cargo revenue increased 28%, or $50 million, on both
      higher volume and yield.

    * Other, net revenue increased 9%, or $75 million, primarily
      due to baggage fees.

Comparisons of revenue-related statistics are:

                                   Increase(Decrease)
                                    3Q10 versus 3Q09
                             -------------------------------
                             Change  Unit
Passenger Revenue   3Q10 ($M)  YOY   Revenue  Yield  Capacity
                   -----------------------------------------
Domestic             $3,259    12%     9%     11%     3%
Atlantic              1,698    25%    25%     23%     1%
Pacific                 881    54%    45%     36%     6%
Latin America           366    24%    16%     15%     7%
                    -------
Total mainline        6,204    21%    18%     18%     3%
Regional              1,571    12%    13%     14%   (1)%
                    -------
Consolidated         $7,775    19%    16%     16%     2%

Delta's revenue performance exceeded our expectations for the
quarter, with especially strong performance from our international
markets," said Ed Bastian, Delta's president.  "We see demand
strength through the holiday period and expect solid year over
year unit revenue growth for the December quarter."

Cost Performance

In the September 2010 quarter, Delta's operating expense increased
$577 million year over year due to higher fuel price, profit
sharing expense and maintenance expense, which were partially
offset by incremental merger cost synergies.

Consolidated unit cost (CASM(2)), excluding fuel, profit sharing
and special items, was flat in the September 2010 quarter on a
year-over-year basis, on 2% higher capacity.  Consolidated CASM
increased 6% due to higher fuel price and profit sharing
expense.

Non-operating expenses excluding special items decreased
$23 million on lower debt discount amortization from Delta's debt
reduction initiatives.  Including special items, non-operating
expenses were $254 million higher than the prior year quarter due
to a primarily non-cash loss on extinguishment of debt, including
the write-off of unamortized debt discount recorded as part of
the Northwest merger.

Fuel Price and Related Hedges

Delta hedged 51% of its fuel consumption for the September 2010
quarter, for an average fuel price(3) of $2.29 per gallon.  The
table below represents fuel hedges Delta had in place as of
Oct. 15, 2010:

                               4Q10   1Q11    2Q11   3Q11
                               --------------------------
Call options                     21%    20%     32%    19%
Collars                          20%    19%      9%    12%
Swaps                            23%    17%      5%     3%
                               --------------------------
Total                            64%    56%     46%    34%

Average crude call strike        $83    $83     $85    $86
Average crude collar cap          87     90      84     89
Average crude collar floor        75     75      73     76
Average crude swap                77     79      81     81

Liquidity Position

As of Sep. 30, 2010, Delta had $5.5 billion in unrestricted
liquidity, including $3.9 billion in cash and short-term
investments and $1.6 billion in undrawn revolving credit
facilities.  During the September 2010 quarter, operating cash
flow was $515 million, driven by the company's profitability
partially offset by the normal seasonal decline in advance ticket
sales.  Free cash flow was $150 million in the September 2010
quarter.

Capital expenditures during the quarter were $360 million, which
included $305 million for investments in aircraft, parts and
modifications.

In the September 2010 quarter, Delta successfully completed
$750 million in debt reduction and delevering initiatives.  The
initiatives included successfully tendering for $300 million of
the company's debt, achieving $160 million of debt relief through
vendor negotiations, repurchasing $153 million in debt through
open market transactions and private purchases, calling
$75 million of 9.5% Senior Secured Notes due 2014 and reducing the
company's lease expense by purchasing aircraft off lease.

Debt maturities in the September 2010 quarter were $295 million.
The company issued $225 million of debt for aircraft purchases.
At Sep. 30, Delta's adjusted net debt was $15.2 billion, a
$400 million reduction from June 30, 2010.

"Building a solid financial foundation through debt reduction and
cost discipline is a cornerstone of Delta's strategy," said Hank
Halter, Delta's chief financial officer.  "Through the hard work
of the Delta team, we have lowered our adjusted net debt by nearly
$2 billion since the end of 2009 and will reduce our non-fuel unit
costs by 1% for the year."

Company Highlights

Delta has a strong commitment to employees, customers and the
communities it serves.  Key accomplishments in 2010 to date
include:

    * Accruing $275 million in employee profit sharing to date,
      in recognition of the achievements of all Delta employees
      toward meeting the company's financial targets;

    * Unveiling plans for a $1.2 billion enhancement and
      expansion project at John F. Kennedy International Airport
      to create a state-of-the-art facility.  Delta also
      introduced improvements to the Sky Club experience at New
      York-JFK with the introduction of full-service made-to-
      order meals and premium beverage service and is
      reinventing the customer dining experience at New York's
      LaGuardia Airport with the introduction of 13 new food and
      beverage concepts;

    * Expanding Delta's network to offer customers the routes
      they want and need to do business worldwide.  Additions to
      the network include more frequencies between Delta's US
      gateways and London-Heathrow, new service to Tokyo-Haneda
      beginning in February 2011 and increased service to Africa
      where Delta serves more destinations than any other US
      carrier;

    * Enhancing Delta's global alliance network with TAROM,
      Romania's flag carrier, and Vietnam Airlines joining
      SkyTeam and supporting the decision of China Eastern and
      China Airlines to join SkyTeam in 2011;

    * Signing a new codesharing agreement with Hawaiian Airlines
      that will offer Delta's customers access to connecting
      flights within the Hawaiian Islands;

    * Issuing Delta's Corporate Responsibility Report detailing
      the company's environmental, safety and community service
      performance over the past two years, including reducing
      annual CO2 emissions and implementing the airline
      industry's first comprehensive in-flight recycling
      program;

    * Launching a new advertising campaign reflecting Delta's
      commitment to face the daily challenges of making flying
      better.  The campaign began in New York and is expanding
      to other cities, including Atlanta, London and Tokyo;

    * Launching the industry's first social media 'Ticket
      Window' to permit bookings directly from Delta's Facebook
      page and other social media sites; and

    * Promoting awareness of breast cancer research with a new
      Boeing 767-400 signature "pink plane;" online with a
      virtual lemonade stand on Facebook and SkyMiles donations
      to The Breast Cancer Research Foundation when customers
      download the Delta iPhone application or use the app to
      check in; and onboard by donating proceeds from pink
      lemonade and jelly bean sales.

Special Items

Delta recorded special items totaling a $566 million charge in the
September 2010 quarter, including:

    * $360 million in primarily non-cash loss on extinguishment
      of debt;

    * $153 million in costs related to the Comair fleet
      reduction; and

    * $53 million in merger-related expenses.


Delta recorded special items totaling a $212 million charge in the
September 2009 quarter, including:

    * $83 million in non-cash loss on extinguishment of debt;
    * $78 million in merger-related expenses; and
    * $51 million in severance and related costs.


December 2010 Quarter Guidance

    Delta's projections for the December 2010 quarter are:

                                           4Q 2010 Forecast
                                             ----------------

Operating margin                                  6 - 8%
Fuel price, including taxes and hedges            $2.45
Capital expenditures                          $300 million
Total liquidity at end of period              $5.2 billion

                                           4Q 2010 Forecast
                                        (compared to 4Q 2009)
                                        ---------------------
Consolidated unit costs - excluding
fuel expense and profit sharing               Down 3 - 5%
Mainline unit costs - excluding fuel
expense and profit sharing                    Down 1 - 3%

System capacity                                  Up 5 - 7%
   Domestic                                      Up 3 - 5%
   International                                Up 10 - 12%

Mainline capacity                                Up 6 - 8%
   Domestic                                      Up 5 - 7%
   International                                Up 10 - 12%

Other Matters

Included with this press release are Delta's unaudited
Consolidated Statements of Operations for the three and nine
months ended Sep. 30, 2010 and 2009; a statistical summary for
those periods; selected balance sheet data as of Sep. 30, 2010
and Dec. 31, 2009; and a reconciliation of certain non-GAAP
financial measures.


                     DELTA AIR LINES, INC.
         Unaudited Consolidated Statements of Operations
               Three Months Ended Sept. 30, 2010

Operating Revenue:
  Passenger:
   Mainline                                  $6,204,000,000
   Regional carriers                          1,571,000,000
                                              -------------
  Total passenger revenue                     7,775,000,000

  Cargo                                         227,000,000
  Other, net                                    948,000,000
                                              -------------
Total operating revenue                      8,950,000,000

Operating Expense:
  Aircraft fuel and related taxes             2,023,000,000
  Salaries and related costs                  1,669,000,000
  Contract carrier arrangements               1,236,000,000
  Aircraft maintenance mat./outside repairs     405,000,000
  Contracted services                           398,000,000
  Passenger commissions/other selling expenses  404,000,000
  Depreciation and amortization                 375,000,000
  Landing fees and other rents                  331,000,000
  Passenger service                             190,000,000

  Aircraft rent                                  92,000,000
  Profit sharing                                185,000,000
  Restructuring and merger-related items        206,000,000
  Other                                         433,000,000
                                              -------------
  Total operating expense                     7,947,000,000
                                              -------------
Operating Income                              1,003,000,000

Other (Expense) Income:
  Interest expense                             (256,000,000)
  Amortization of debt discount, net            (53,000,000)
  Interest income                                 7,000,000
  Loss on extinguishment of debt               (360,000,000)
  Miscellaneous, net                             25,000,000
                                              -------------
  Total other expense, net                     (637,000,000)
                                              -------------
Income (Loss) Before Income Taxes               366,000,000

Income Tax (Provision) Benefit                   (3,000,000)
                                              -------------
Net Income (Loss)                              $363,000,000
                                              =============

                     DELTA AIR LINES, INC.
            Unaudited Selected Balance Sheet Data
                     As of Sept. 30, 2010

Cash and cash equivalents                    $3,436,000,000

Short-term investments                          439,000,000
Restricted cash, cash equivalents &
short-term investments
(short-term and long-term)                      456,000,000

Total assets                                 43,153,000,000

Total debt and capital leases,
including current maturities                15,365,000,000

Total stockholders' equity                      715,000,000

                       About Delta Air Lines

Atlanta, Georgia-based Delta Air Lines (NYSE: DAL) --
http://www.delta.com/or http://www.nwa.com/-- provides scheduled
air transportation for passengers and cargo throughout the United
States, and around the world.  The Company's route network is
centered on the hub system it operate at airports in Atlanta,
Cincinnati, Detroit, Memphis, Minneapolis/St. Paul, New York-JFK,
Salt Lake City, Paris-Charles de Gaulle, Amsterdam and Tokyo-
Narita. The hub operations include flights, which gather and
distribute traffic from markets in the geographic region
surrounding the hub to domestic and international cities and to
other hubs. The network is supported by a fleet of aircraft, which
is varied in terms of size and capabilities.  On December 31,
2009, the Company's wholly owned subsidiary Northwest Airlines,
Inc., merged with and into Delta.  The wholly owned subsidiary of
the Company is Northwest Airlines Corporation.

Northwest and 12 affiliates filed for Chapter 11 protection on
September 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930).
On May 21, 2007, the Court confirmed the Northwest Debtors'
amended plan.  That amended plan took effect May 31, 2007.

Delta and 18 affiliates filed for Chapter 11 protection on
September 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923).
Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represented
the Delta Debtors in their restructuring efforts. On April 25,
2007, the Court confirmed the Delta Debtors' plan.  That plan
became effective on April 30, 2007.

(Bankruptcy Creditors Service Inc. publishes Delta Air Lines
Bankruptcy News, http://bankrupt.com/newsstand/or 215/945-7000).

                        *     *     *

Delta Air Lines and Northwest Airlines carry a 'B/Stable/--'
corporate ratings from Standard & Poor's.  They also continue to
carry 'B2' corporate family ratings from Moody's and "B-" LT
Issuer Default rating from Fitch.


DELTA AIR: Seeks Final Decree Closing Chapter 11 Cases
------------------------------------------------------
The Reorganized Delta Air and its units seek the U.S. Bankruptcy
Court's entry of:

   (i) a final decree, pursuant to Section 350(a) of the
       Bankruptcy Code and Rule 3022 of the Local Bankruptcy
       Rules for the Southern District of New York, closing the
       remaining:

       -- Chapter 11 case of Delta, Case No. 05-17923 (CGM), and
       -- Chapter 11 case of Comair, Case No. 05-17924 (CGM);

  (ii) an order (a) deeming any distributions allocable to any
       Holders of Allowed Claims that remain unclaimed as of
       March 31, 2011, as "undeliverable distributions" and void
       ab initio, and (b) authorizing and directing that all
       Undeliverable Distributions and any residual shares of
       Delta stock remaining in the Final Reserve after
       resolution of all disputed claims will revert to
       Reorganized Delta to be transferred to the Delta Employee
       and Retiree Care Fund -- a non-profit 501(c)(3)
       charitable organization -- with each corresponding
       Allowed Claim being automatically discharged and forever
       barred.

Timothy E. Graulich, Esq., at Davis Polk & Wardwell LLP, in New
York, relates that the Reorganized Debtors' Chapter 11 cases were
among the largest and most complicated ever filed.  "Even in the
post-Lehman environment, these cases remain among the largest and
most successful restructurings in history," he said.

In all, Mr. Graulich explains, more than 9,400 proofs of claim
have been filed in these Chapter 11 cases.  The sum of the filed
proofs of claim and unmatched Schedule entries in these Chapter
11 cases was a staggering $93.1 billion, he notes.

At this time, as a result of enormous coordinated efforts, the
Reorganized Debtors have successfully resolved all but a small
handful of disputed claims, discloses Mr. Graulich.  These
disputed claims were principally resolved through negotiation and
litigation, including the filing of 27 general omnibus claim
objections, 12 omnibus aircraft objections and dozens of specific
objections.  These objections have resulted in numerous hearings,
written opinions and appeals.  Nevertheless, nearly every single
disputed claim has been successfully resolved, he asserts.

Since confirmation of the Plan, the Reorganized Debtors have made
distributions to more than 43,800 allowed administrative,
priority, secured and unsecured claims, including tens of
thousands of retiree claims, with a face value of approximately
$14.2 billion.  It included distributions to Delta creditors in
respect of more than $13.2 billion of allowed claims and
distributions to Comair creditors in respect of more than $1
billion of allowed claims.  At this time, virtually all Allowed
Secured, Administrative and Priority Claims have been
satisfied in full, notes Mr. Graulich.

Under the Plan, 358.8 million shares of Reorganized Delta common
stock were allocated to Delta creditors holding Allowed Unsecured
Claims, and another 27.2 million shares of Reorganized Delta
common stock were allocated to Comair creditors holding Allowed
Unsecured Claims.

Upon completion of the Reorganized Debtors' October 2010
Distribution and November 2010 Distribution, 324.2 million Delta
Shares; 22.7 million Comair Shares; and $8.9 million in cash will
have been distributed to resolve Allowed Claims with a face value
of approximately $14.6 billion, Mr. Graulich elaborates.  He
notes that the October 2010 Distribution is anticipated to be
effected on or about Oct. 25, and the November 2010 Distribution
is anticipated to be effected on or about Nov. 15.

                   Cases: Fully Administered

Mr. Graulich notes that the Advisory Committee Note to Rule 3022
directs courts to apply these six factors to determine whether a
bankruptcy case has been "fully administered":

  (1) Whether the order confirming the plan has become final;

  (2) Whether deposits required by the plan have been
      distributed;

  (3) Whether the property proposed by the plan to be
      transferred has been transferred;

  (4) Whether the debtor or the successor of the debtor under
      the plan has assumed the business or the management of the
      property dealt with by the plan;

  (5) Whether payments under the plan have commenced; and

  (6) Whether all motions, contested matters, and adversary
      proceedings have been finally resolved.

The Reorganized Debtors assert that the Remaining Chapter 11
Cases have been fully administered and may be closed as the Cases
satisfy each of the Rule 3022 factors:

  (a) The Confirmation Order is final, having been entered in
      April 2007.

  (b) No claims, other than certain remaining claims, remain to
      be resolved in the Remaining Chapter 11 Cases.

  (c) The Reorganized Debtors have already distributed and
      transferred all of the cash, stock, notes and other
      property contemplated to be disbursed to the Reorganized
      Debtors' creditors under the Plan, other than the Final
      Distribution, the Final Reserve and, amounts to be
      distributed on any administrative or priority claims that
      remain unresolved, if any.

  (d) Pursuant to the Plan, the Reorganized Debtors have
      long since assumed management of their reorganized
      estates.  Similarly, the Reorganized Debtors' boards of
      directors have directed their affairs since 2007.

  (e) Payments under the Plan are nearly complete.  In addition
      to the initial distribution that occurred immediately
      after the Plan became effective, the Reorganized Debtors
      have already made 15 separate, periodic distributions to
      their creditors on account of the vast majority of the
      more than $14.6 billion in Allowed Claims in these Chapter
      11 cases.

      Upon completion of the Current Distributions, there will
      only be approximately 34.6 million shares remaining in
      Delta's disputed claims reserve and there are currently
      4.5 million shares in Comair's disputed claims reserve.
      Of the disputed claims reserves, the Reorganized Debtors
      propose to (i) reserve a sufficient number of shares to
      resolve outstanding disputed claims against Delta and
      Comair, and (ii) distribute the remaining shares pro rata
      to Delta and Comair creditors holding Allowed Unsecured
      Claims.

      The Reorganized Debtors aver that the Distributions under
      the Remaining Chapter 11 Cases are substantially complete.
      They intend to make the Final Distribution as soon as
      reasonably practicable.

  (f) The Reorganized Debtors have resolved virtually all
      outstanding motions, contested matters and adversary
      proceedings.

"[A]ll of the Reorganized Debtors' other creditors should not be
forced to wait until the Remaining Claims are finally
resolved in order to receive their final distributions and for
the Remaining Chapter 11 Cases to be closed," contends Mr.
Graulich.  In this light, the Reorganized Debtors propose that
the Bankruptcy Court retain jurisdiction over certain open
matters pending their resolution.

Mr. Graulich tells the Court that the Reorganized Debtors are
working industriously to resolve substantially all of the
Remaining Claims prior to the hearing on the Final Decree Motion.

The Reorganized Debtors also intend to file a motion seeking to
estimate for reserve and distribution purposes each of the
Remaining Claims that cannot be timely resolved, he reveals.  The
Reorganized Debtors anticipate that any outstanding Remaining
Claims will be de minimis.

Taking into account the reserves to be sought in the Estimation
Motion, the Reorganized Debtors seek the Court's approval to
establish a reserve from the Delta Shares for the Remaining
Claims against Delta and another reserve from the Comair Shares
for the Remaining Claims against Comair, sufficient to resolve
all of the Remaining Claims.  These will be referred to as the
Delta and Comair Final Reserves.

Any stock remaining in the pool of Reorganized Delta stock
allocated to the Reorganized Debtors' creditors, other than
(i) the Final Reserve for the Remaining Claims, and (ii) the
Undeliverable Distributions, will be distributed as soon as
reasonably practicable to holders of Allowed Unsecured Claims in
a final Distribution.

Given the amount of work and the number of calculations involved
in computing the pro rata portion of the Final Distribution for
each holder of an Allowed Claim, the Reorganized Debtors intend
to distribute the Final Distribution in two phases:

  * No later than December 31, 2010, the Reorganized Debtors
    will distribute the Final Distribution with respect of
    Allowed Unsecured Claims in face amounts greater than
    $10 million.

  * No later than March 31, 2011, the Reorganized Debtors will
    distribute the Final Distribution for all other Allowed
    Unsecured Claims.

The Final Distribution will be in full and complete satisfaction
of all affected claims.

In the event any administrative and priority claims remain
unresolved as of the hearing on the Final Decree Motion, the
Reorganized Debtors propose to address those claims in the
ordinary course of business.  Those claims, if allowed, would be
payable in cash and would therefore, have no impact upon the
Final Reserve, Mr. Graulich explains.

                  Final Report Not Required

In accordance with the Post-Confirmation Order and Notice
entered on April 26, 2007, unless requested by the Court, the
Reorganized Debtors are not required to file a final report with
the Court or serve the Final Report on the U.S. Trustee, which
Final Report would be otherwise required pursuant to Local Rule
3022-1, notes Mr. Graulich.

                 Undeliverable Distributions
                    Will Revert to Delta

Mr. Graulich notes that the Reorganized Debtors have been
unsuccessful in contacting certain holders of Allowed Unsecured
Claims, and Distributions to these holders have remained
undelivered for well over a year past the relevant Distribution
Date.

At this time, Distributions for 180 Allowed Unsecured Claims with
a face amount of $2,892,492, which account for approximately 0.3%
of all Allowed Claims, are undeliverable.  A list of the
Undeliverable Distributions may be accessed for free at:

          http://ResearchArchives.com/t/s?6cc5

The Reorganized Debtors have allocated 77,200 shares of
Reorganized Delta stock -- 63,300 shares for Delta and 13,900
shares for Comair -- for the satisfaction of those Allowed
Unsecured Claims.

Undeliverable distributions will be returned to Reorganized
Delta until the distributions are claimed.  All distributions
under the Plan that remain unclaimed for one year after the
relevant Distribution Date will indefeasibly revert to
Reorganized Delta.  Upon the reversion, the relevant Allowed
Claim will be automatically discharged and forever barred,
notwithstanding any federal or state escheat laws to the
contrary.

The Court will convene a hearing on December 16, 2010, at 11:30
a.m. prevailing Eastern Time, to consider the Reorganized
Debtors' request.  Parties have until 4:00 p.m. prevailing
Eastern Time, on November 23, to file objections.

                       About Delta Air Lines

Atlanta, Georgia-based Delta Air Lines (NYSE: DAL) --
http://www.delta.com/or http://www.nwa.com/-- provides scheduled
air transportation for passengers and cargo throughout the United
States, and around the world.  The Company's route network is
centered on the hub system it operate at airports in Atlanta,
Cincinnati, Detroit, Memphis, Minneapolis/St. Paul, New York-JFK,
Salt Lake City, Paris-Charles de Gaulle, Amsterdam and Tokyo-
Narita. The hub operations include flights, which gather and
distribute traffic from markets in the geographic region
surrounding the hub to domestic and international cities and to
other hubs. The network is supported by a fleet of aircraft, which
is varied in terms of size and capabilities.  On December 31,
2009, the Company's wholly owned subsidiary Northwest Airlines,
Inc., merged with and into Delta.  The wholly owned subsidiary of
the Company is Northwest Airlines Corporation.

Northwest and 12 affiliates filed for Chapter 11 protection on
September 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930).
On May 21, 2007, the Court confirmed the Northwest Debtors'
amended plan.  That amended plan took effect May 31, 2007.

Delta and 18 affiliates filed for Chapter 11 protection on
September 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923).
Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represented
the Delta Debtors in their restructuring efforts. On April 25,
2007, the Court confirmed the Delta Debtors' plan.  That plan
became effective on April 30, 2007.

(Bankruptcy Creditors Service Inc. publishes Delta Air Lines
Bankruptcy News, http://bankrupt.com/newsstand/or 215/945-7000).

                        *     *     *

Delta Air Lines and Northwest Airlines carry a 'B/Stable/--'
corporate ratings from Standard & Poor's.  They also continue to
carry 'B2' corporate family ratings from Moody's and "B-" LT
Issuer Default rating from Fitch.


DYNAVAX TECHNOLOGIES: Prices Public Offering of Shares at $1.70
---------------------------------------------------------------
Dynavax Technologies Corporation announced Thursday the pricing of
an underwritten public offering of 23,000,000 shares of its common
stock at a price to the public of $1.70 per share.  The gross
proceeds to Dynavax from this offering are expected to be
approximately $39.1 million, before deducting underwriting
discounts and commissions and other estimated offering expenses
payable by Dynavax. Jefferies & Company, Inc., is acting as sole
book-running manager for the offering.  Wedbush PacGrow Life
Sciences and Cowen and Company, LLC, are acting as co-managers for
the offering.  Dynavax has granted the underwriters a 30-day
option to purchase up to an aggregate of 3,450,000 additional
shares of common stock to cover over-allotments, if any.  The
offering is expected to close on or about November 2, 2010,
subject to customary closing conditions.

Dynavax anticipates using the net proceeds from the offering to
fund its development activities for its lead program, HEPLISAVTM,
a Phase 3 investigational hepatitis B vaccine, and for other
general corporate purposes, including working capital.

The securities are being offered by Dynavax pursuant to a shelf
registration statement previously filed with the Securities and
Exchange Commission, which the SEC declared effective on October
4, 2010.  A preliminary prospectus supplement related to the
offering has been filed with the SEC.  Copies of the final
prospectus supplement relating to these securities, when
available, may be obtained from Equity Syndicate Prospectus
Department, Jefferies & Company, 520 Madison Avenue, 12th Floor,
New York, NY, 10022, at 877-547-6340, and at
Prospectus_Department@Jefferies.com

                    About Dynavax Technologies

Berkeley, Calif.-based Dynavax Technologies Corporation (NASDAQ:
DVAX) -- http://www.dynavax.com/-- is a clinical-stage
biopharmaceutical company.  The Company discovers and develops
novel products to prevent and treat infectious diseases.  The
Company's lead product candidate is HEPLISAV, an investigational
adult hepatitis B vaccine designed to enhance protection more
rapidly and with fewer doses than current licensed vaccines.

The Company's balance sheet as of June 30, 2010, showed
$71.7 million in assets, $58.9 million in liabilities, and
stockholders' equity of $12.8 million.

As reported in the Troubled Company Reporter on March 18, 2010,
Ernst & Young LLP, in San Francisco, Calif., expressed substantial
doubt about the Company's ability to continue as a going concern,
following the Company's 2009 results.  The independent auditors
noted that the Company has incurred significant operating losses
and negative cash flows from operations since its inception.


DYNEGY INC: Asks Stockholders to Vote in Favor of Merger
--------------------------------------------------------
Dynegy Inc. sent the following letter to its stockholders
reiterating the recommendation of the Dynegy Board of Directors
that they vote FOR the proposal to adopt the merger agreement with
an affiliate of The Blackstone Group L.P. at Dynegy's November 17,
2010 Special Meeting of Stockholders:

November 2, 2010

Dear Stockholders:

Your Board of Directors believes the Blackstone transaction is in
the best interest of all Dynegy stockholders because it provides
immediate, certain and fair value for your shares while reducing
the considerable downside risk facing Dynegy if the Blackstone
transaction is not approved and completed.  Your Board recommends
that stockholders vote FOR the Blackstone transaction on the
enclosed WHITE proxy card today.

As we have previously communicated:

No transaction other than the Blackstone proposal materialized
over Dynegy's two-year evaluation of strategic alternatives;
Despite the broad solicitation of potentially interested parties
during the 40-day "go-shop" period, no party made a proposal, much
less one that was superior to the Blackstone offer; Dynegy's
significant leverage and $1.6 billion of forecasted negative free
cash flow between 2011 and 2015(1) create a very challenging
liquidity position over time; There is significant risk to Dynegy
associated with a stand-alone strategy and those risks have
increased since the announcement of the Blackstone transaction;
and Dynegy's stock price could fall to or below its pre-
announcement stock price of $2.78 per share if the Blackstone
transaction is not completed.

THE ANALYSES OF NUMEROUS INDEPENDENT SELL-SIDE ANALYSTS
CONSISTENTLY APPEAR TO SUPPORT THE BLACKSTONE TRANSACTION AS THE
BEST ALTERNATIVE AVAILABLE FOR DYNEGY STOCKHOLDERS

Numerous independent sell-side financial and credit analysts, who
have a deep understanding of the power generation industry and
Dynegy's financial condition, have published research reports that
consistently appear to support your Board's conclusion that the
Blackstone transaction is the best alternative available for
Dynegy's stockholders:(2)

"We believe the [Blackstone] deal will be consummated at the
announced bid price since: 1) no better bid came during go shop
period, and no parties made bid despite having contacted 40+
firms; 2) Blackstone is hard pressed to improve takeout price
given precedent, and; 3) DYN is substantially more distressed than
when deal was announced (had a 60% premium to share price at
takeout)." -- Julien Dumoulin-Smith, UBS, October 25, 2010 "Based
on our assessment of these public filings, Dynegy's financial
profile is expected to be quite fragile, particularly during 2011
and 2012, when the company is projected to generate both negative
operating cash flow and negative free cash flow due to weak
operating margins and the required funding of their capital
investment programs." -- Moody's, October 1, 2010 "With the end of
the 40-day period during which DYN was allowed to try to find a
better offer than the one it currently has with Blackstone for
$4.50 per Dynegy share, we are lowering our 12-month target price
by $0.50 to the deal price of $4.50 as we do not expect a higher
offer.  During the period, DYN contacted some 42 parties and
signed confidentiality agreements with 8 in an effort to find a
better offer.  However, no new proposals were made by any of those
parties." -- Standard & Poor's Investment Advisory Services LLC,
October 9, 2010 "[Another bidder] looking to replicate the NRG
deal with another party (NRG is locked in exclusivity), with the
fall in Nat Gas prices and the depressed coal and gas units for
sale in the market, those assets are unlikely to fetch the $1.36B
NRG is paying for them. All said, there are significant financial
hurdles for an interloping bid." -- Stephen Grahling, Jefferies &
Co., October 5, 2010

Recent comments from NRG Energy, Inc.'s CEO, David Crane,
reinforce the viewpoint of certain sell-side analysts regarding
the difficulty in replicating the sale of four natural gas-fired
assets proposed to be sold to NRG concurrently with the closing of
the Blackstone transaction:

"We would re-price the transaction and it would re-price in a
southward direction.  All power plants are basically priced off
the forward gas curve and the forward gas curve has gone down
since the deal was announced." -- David Crane, Reuters,
October 29, 2010

DYNEGY BELIEVES SENECA'S INTERESTS ARE NOT ALIGNED WITH THOSE OF
ALL DYNEGY STOCKHOLDERS

In advance of the Special Meeting, Dynegy stockholders should ask
themselves the following questions:

Are Seneca's interests aligned with those of all other Dynegy
stockholders?

Dynegy believes they are not.  Prior to the announcement of the
Blackstone transaction, Seneca owned less than 1% of outstanding
Dynegy stock.  As recently as the day before the Blackstone
transaction was announced, Seneca sold approximately 700,000
shares of Dynegy stock at $2.93.  Based on this pre-Blackstone
transaction announcement sale, it appears that Seneca very
recently viewed $2.93 per share as a fair value for Dynegy.
However, since the announcement of the Blackstone transaction
Seneca has been a net purchaser of Dynegy stock, predominantly at
prices in excess of Blackstone's $4.50 per share offer.  In fact,
beginning the day the transaction was announced, Seneca has
purchased 62.6 million shares at an average weighted cost of $4.66
per share. All told, Seneca currently owns approximately 9% of
Dynegy's outstanding shares.  Perhaps the real question is: Why
has Seneca accumulated such a large position -- after the
transaction was announced -- at prices above the offer price?

If Seneca truly believes the Blackstone offer is undervalued, why
didn't it hold the shares it sold at $2.93 or execute a non-
disclosure agreement to receive more information about Dynegy and
potentially submit a proposal in excess of Blackstone's offer
during the 40-day "go-shop" period?

What is Seneca's motivation in attempting to defeat the Blackstone
transaction?

What is Seneca's true economic interest in Dynegy?

Simply put, we believe Seneca is looking to advance its own
interests at the expense of all other Dynegy stockholders.  We
further believe Seneca will seek to create value for itself
dependent on what actions and what investments will yield it the
greatest return, even if such actions or investments are not
consistent with the interests of Dynegy's other equity investors.
We know Seneca holds over-the-counter European-style call options,
providing the right to purchase 1,986,900 and 904,100 shares of
Dynegy common stock, respectively, at an exercise price of $1.00
per share as of January 21, 2011.  We do not know what other
Dynegy-related securities Seneca might own, including our debt
securities and credit default swaps and other complex
constructions of hybrid securities.  We cannot rule out the
possibility that Seneca has structured trades that would create
significant additional value for Seneca by capitalizing on and
profiting from a failed transaction with Blackstone.

In contrast, Dynegy's Board is looking after the best interest of
Dynegy and ALL its stockholders.

How can Seneca conclude the current offer is unacceptable when
they have no specific alternative? Does Seneca have a plan to
effectively manage Dynegy on a stand-alone basis?

Seneca offers Dynegy stockholders no strategic plan. Seneca's SEC
filings -- including the one it made today -- are completely
devoid of any alternative by either Seneca or any other party that
would deliver immediate value to Dynegy stockholders.
Furthermore, Seneca fails to recognize that Dynegy's Board
conducted a thorough review of strategic alternatives over the
past TWO years to maximize value for its stockholders.  In fact,
Seneca's strategy appears to be solely dependent on the simplistic
hope for a dramatic turnaround in natural gas prices.  Dynegy's
Board believes it is not in the best interest of Dynegy or its
stockholders to predicate a go-forward strategy on the hope that
the price of natural gas reverses its current downward trend.
Seneca's recommendations to Dynegy stockholders have demonstrated
a lack of experience in managing a public company like Dynegy,
especially in a difficult economic environment. Dynegy has
obligations to many stakeholders and must sustain itself to
deliver value to all of its constituencies.  Is risking Dynegy's
stock price and future on the hope that natural gas prices will
turnaround to a level well in excess of current market
expectations a viable strategy? Hope is not a strategy and that is
all Seneca is offering.

Why should Dynegy stockholders vote for the Blackstone
transaction?

Despite its restructuring efforts, Dynegy continues to face
challenges, many of which are beyond its control, including low
and declining commodity prices driven by the large quantities of
shale gas being developed in North America and continued economic
weakness.  Together, these two forces create significant risks and
operating limitations for Dynegy's business, exacerbating Dynegy's
substantial leverage and requiring Dynegy to access capital going
forward.

If the Blackstone transaction is not approved and subsequently
completed, Dynegy will likely breach its debt covenants by the end
of the second quarter of 2011; Dynegy expects $1.6 billion of
negative free cash flow between 2011 and 2015 and may be forced to
restructure its balance sheet using one or a combination of
several options, including issuing equity or equity-linked
securities, implementing debt for equity swaps or selling assets
at depressed prices.  As a result, Dynegy's stockholders could
lose not only the significant and immediate cash value inherent in
Blackstone's premium offer, but could also face potential
significant dilution and further loss on their investment as a
result of any such subsequent restructuring activities.

YOUR VOTE IS IMPORTANT --

PLEASE VOTE FOR THE BLACKSTONE TRANSACTION TODAY

We have presented you with the facts, now it is time for ALL
Dynegy stockholders to act. Your vote is extremely important, no
matter how many or how few shares you own.  Please take a moment
to vote FOR the proposal to adopt the merger agreement today -- by
telephone, by Internet or by signing, dating and returning the
enclosed WHITE proxy card in the postage-paid envelope provided.
Please discard any gold proxy cards you receive from Seneca
Capital and vote the WHITE proxy card today.

For more information, please see Dynegy's definitive proxy
statement, which was filed with the SEC on October 4, 2010; an
Investor Presentation that was filed with the SEC on October 5,
2010 and updates to that Investor Presentation that were filed
with the SEC on October 19, 2010, and October 27, 2010,
respectively; and letters to stockholders that were filed with the
SEC and issued as press releases on October 6, 2010, October 19,
2010, and October 26, 2010, respectively.

Thank you for your support.

Sincerely,

/s/ Bruce A. Williamson

Bruce A. Williamson

Chairman, President and CEO

                        About Dynegy Inc.

Through its subsidiaries, Houston, Texas-based Dynegy Inc.
(NYSE:DYN) -- http://www.dynegy.com/-- produces and sells
electric energy, capacity and ancillary services in key U.S.
markets.  The power generation portfolio consists of approximately
12,200 megawatts of baseload, intermediate and peaking power
plants fueled by a mix of natural gas, coal and fuel oil.

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

In October 2010, Moody's Investors Service lowered the ratings of
Dynegy Holdings, including its Corporate Family Rating, to Caa1
from B3 along with the ratings of various affiliates or parent
company Dynegy Inc.  The rating outlook for DHI and Dynegy remains
negative.  The rating action follows the expiration of the 40-day
"go shop" period, increasing the probability that Dynegy will be
acquired by an affiliate of The Blackstone Group L.P. in a
transaction valued at approximately $4.7 billion, including the
assumption of existing debt.  Moody's said Dynegy's financial
profile is expected to be quite fragile, particularly during 2011
and 2012, when the company is projected to generate both negative
operating cash flow and negative free cash flow due to weak
operating margins and the required funding of their capital
investment programs.  To the extent that the transactions with
Blackstone and NRG are not completed, Moody's said downward rating
pressure at DHI and Dynegy will continue to exist given the weak
financial prospects for the company over the next few years
coupled with the liquidity concerns.


EMIVEST AEROSPACE: RB Capital DIP Financing Approved on Interim
---------------------------------------------------------------
Emivest Aerospace Corporation sought and obtained interim
authorization from the Hon. Mary F. Walrath of the U.S. Bankruptcy
Court for the District of Delaware to obtain postpetition secured
financing from Counsel RB Capital, LLC, as administrative agent,
and EAI Capital, LLC, and to use cash collateral.

Robert J. Dehney, Esq., at Morris, Nichols, Arsht & Tunnell LLP,
explained that the Debtor needs the money to fund its Chapter 11
case, pay suppliers and other parties.

A copy of the DIP financing agreement is available for free at:

http://bankrupt.com/misc/EMIVEST_AEROSPACE_dipfinancingpact.pdf
http://bankrupt.com/misc/EMIVEST_AEROSPACE_dipfinancingpact2.pdf

The DIP lenders have committed to provide up to $4 million.  An
initial advance in a principal or face amount of $1 million will
be funded upon entry of the interim court order.  A second advance
of $2 million will be funded upon entry of the final court order.
A final advance of $1 million will be funded on the date that is
30 days after the date of entry of the final court order.

The Debtor will grant the Agent superpriority administrative claim
status and senior liens in respect of all advances and
obligations, subject and subordinate only to the carve-out and
permitted liens.  The Debtor will grant the Agent valid and
perfected priming first priority security interests and liens.

As additional security for the payment and performance of the
obligations, the Debtor will assign to the Agent any and all
monies due or to become due under, and all other rights of the
Debtor with respect to, any and all policies of insurance now or
hereafter covering the collateral or any evidence thereof or any
business records or valuable papers pertaining thereto.

The DIP facility will mature on February 10, 2011.

The principal amount of the advance will bear interest at the rate
of $40,000 per month or at a lesser amount prorated for the number
of days elapsed in the months in which the initial advance is made
and the month during which the termination date occurs and during
which any advance is outstanding, computed on the basis of actual
number of calendar days in which any advance is outstanding.

The Debtor will be paying a $250,000 commitment fee, and a
$250,000 exit fee, both to be paid on the termination date.

Provided that no event of default will have occurred, the DIP
lenders will agree to waive the commitment fee, all accrued and
unpaid interest on all advances, and the exit fee in exchange for
a payment on the termination date of $700,000.

Upon receipt by the Debtor of the net cash proceeds arising from
any sale transaction, the Debtor will pay or cause to be paid to
the DIP Agent no later than one business day after the receipt, an
amount equal to 100% of the net cash proceeds of any of the sale
transaction.  Upon receipt by the Debtor of proceeds arising from
any casualty or condemnation yielding gross cash proceeds, the
Debtor will pay the DIP Agent no later than one business day after
the receipt an amount equal to 100% of the net cash proceeds
thereof.

The DIP Facility will be secured by a continuing priming first
priority lien and security interest, subject to the carve-out and
permitted liens.

The DIP lien is subject to a carve-out for U.S. Trustee and Clerk
of Court fees; up to $450,000 in fees payable to professional
employed in the Debtors' case; and fees of the committee in
pursuing actions challenging the DIP Lenders' lien.

Subject to the carve-out and permitted liens, the indebtedness of
the Debtor under the DIP credit agreement will constitute a
superpiority administrative claim having priority over any and all
administrative expenses of and unsecured claims against the
Debtor.

Within two business days after the end of each month, the Debtor
will deliver to the DIP Agent a reconciliation of the actual
disbursements of the Debtor and existing advances under the DIP
credit agreement for the month in the budgeted line item amounts
set forth in the budget for the month.  A copy of the budget is
available for free at:

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

Mr. Dehney said that the Debtor will also use the Cash Collateral
to provide additional liquidity.  In exchange for using cash
collateral, the Debtor will grant the prepetition lenders adequate
protection of interest in the prepetition collateral, in an amount
equal to the aggregate diminution in value of its interests in the
prepetition collateral.  Wells Fargo Securities, LLC, fka Wachovia
Capital Markets, LLC, and the Texas State Comptroller of Public
Accounts are also entitled to adequate protection of their
interests in the collateral securing their respective lien.

The Debtor will pay Wells Fargo $250,000, out of the proceeds
received by the Debtor from the initial advance under the DIP
Facility and within five business days of the Debtor's receipt of
the initial advance, in partial satisfaction of Wells Fargo's
claim.  The Debtor will also grant Wells Fargo a superpriority
administrative expense claim and a valid, perfected security
interest in and junior lien upon all the collateral.

The Debtor will pay Texas Comptroller $135,000, out of the
proceeds received by the Debtor from the second advance under the
DIP Facility and within five business days of the Debtor's receipt
of the second advance, in partial satisfaction of Texas
Comptroller's claim.  The Debtor will pay Texas Comptroller
$65,000, out of the proceeds received by the Debtor from the third
advance under the DIP Facility and within five business days of
the Debtor's receipt of the third advance, in partial satisfaction
of Texas Comptroller's claim.  The Debtor will also grant Texas
Comptroller a superpriority administrative expense claim and a
valid, perfected security interest in and junior lien upon all the
collateral.

The Debtor will grant the prepetition secured party a valid,
perfected replacement security interest in and junior lien upon
all the collateral, and a superpriority administrative expense
claim.

The Court has set a final hearing for November 12, 2010, at
10:30 a.m. on the Debtor's request to obtain DIP financing and use
cash collateral.

                      About Emivest Aerospace

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 Corporation filed for Chapter 11 protection on
Oct. 20, 2010 (Bankr. D. Del. Case No. 10-13391).  Emivest
estimated assets and debts between $50 million and $100 million.

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


ENRON CORP: ECRC Files 24th Post-Confirmation Report
----------------------------------------------------
Enron Creditors Recovery Corp., formerly Enron Corp., and its
reorganized debtor affiliates delivered to the U.S. Bankruptcy
Court for the Southern District of New York, on October 15, 2010,
their Twenty-fourth Post-Confirmation Status Report.

A. Distributions

John S. Delnero, Esq., at K&L Gates LLP, in Chicago, Illinois,
relates that as of October 15, 2010, approximately $21,686,000,000
in Cash, PGE Common Stock and PGE Common Stock equivalents (in the
form of cash) have been distributed to holders of Allowed Claims,
including $267,000,000 of interest, capital gains and dividends.
All Disputed Claims have been resolved and all reserves previously
held in the Disputed Claims Reserve, including interest, dividends
and gains have been released.

As of October 15, 2010, the General Unsecured Creditors of Enron
have received 52.4% return on allowed claim amounts compared to
original estimates in the Disclosure Statement of 17.4% and the
Creditors of Enron North America Corp have received 52.0% compared
to original estimates in the Disclosure Statement of 20.1%.  The
combined rate of return for ENA Creditors who also hold an Enron
Guaranty claim is 94.1%, excluding gains, interest and dividends.

There are a limited number of pending litigation and collection
matters, which may total approximately $150 million in value, that
continue to affect the timing of the closure of the Enron
bankruptcy case.  The $150 million of value yet to be collected
relates primarily to the Reorganized Debtors' share of the
proceeds of litigation in which the plaintiff -- who is obligated
to share recoveries with the Reorganized Debtors -- received
summary judgment in the United States District Court for the
District of New York and which has been pending on appeal to the
Second Circuit Court of Appeals, referred to as the "Bammel
Litigation."  In addition, the Reorganized Debtors are currently
litigating on appeal to the United States District Court the
appeal of the denial by the Bankruptcy Court of a motion filed by
National City Bank which would require the payment of certain
additional monies in the approximate amount of $8.6 million to
creditors holding the Allowed ETS Debenture Claim under an
agreement which NCB purports to provide most favored nations
status in these particular circumstances which the Reorganized
Debtors have opposed.

The Plan Administrator will make a distribution on or about
November 1, 2010, of its currently available funds in the
approximate amount of $40 million.  Until such time as the
Plan Administrator is successful in obtaining additional
recoveries related to the litigation and collection efforts, there
are no additional funds available for further distribution.

B. Claims Resolution Process

More than 25,000 proofs of claim were filed against the Debtors.
The Reorganized Debtors and, prior to the Effective Date, the
Debtors, have worked diligently to review, reconcile, and resolve
these claims.  In the third quarter of 2008, all Disputed Claims
were resolved.

Of the more than 25,000 proofs of claim filed, approximately 5,653
have been ordered allowed and approximately 2,333 have been
allowed as filed.  The remaining filed claims have been expunged,
withdrawn, subordinated, or otherwise resolved.

C. Settlements and Recoveries

The Reorganized Debtors collected approximately $2,059,000 since
the Twenty-Third Post-Confirmation Status Report.  These amounts
were primarily attributable to settlements and the return of other
deposits belonging to the Reorganized Debtors.

D. Other Activities

The Reorganized Debtors continue to oversee additional various
Enron activities including:

    a. Document Administration and Disposal.  The Reorganized
       Debtors have completed their document destruction efforts
       in accordance with numerous orders entered by the
       Bankruptcy Court and an order entered by the District
       Court for the Southern District of Texas.  As of Jan 1,
       2010, all of the remaining 43,000 boxes eligible for
       destruction and all electronic storage devices have been
       destroyed.  Approximately 2,600 boxes have been sent to
       long-term storage in accordance with regulatory
       requirements, and the Reorganized Debtors have created
       electronic tape media to store the Litigation Document
       Library.

    b. Dissolution of Corporate Entities.  There are three
       remaining entities, of which one is a Debtor and two
       are Post-Final Distribution Trusts.  In conjunction
       with the dissolution of the remaining corporate entities,
       Enron Dissolution Corp., a Delaware corporation, was
       formed solely for the purposes of winding up Enron and
       Enron Net Works, LLC.  Enron and Enron Net Works, LLC, were
       merged with and into Enron Dissolution Corp. effective on
       December 18, 2009.  Enron Dissolution Corp. was thereafter
       dissolved effective on December 19, 2009.

    c. Tax Return Compliance.  For 2009, all returns have been
       filed.

    d. Resolution of Outstanding Litigation.  Twenty cases remain
       pending.

    e. The Reorganized Debtors continue to be sponsors of pre-
       petition benefit plans which are entitled to receive
       distributions from the settlement of certain class actions
       securities cases, Tittle, et al. v. Enron Corporation, et
       al. and Newby, et al. v. Enron Corporation, et al.,
       related to the Enron estate.  The Reorganized Debtors are
       working to transition the responsibility for the
       administration of the benefit plans and the associated
       distribution process to independent third parties to allow
       for the closure at the appropriate time of the Enron Case.
       The timing of the distribution of class action settlement
       monies to the benefit plans is uncertain and the
       Reorganized Debtors lack control over that distribution to
       those plans.  Moreover, the Reorganized Debtors continue
       to perform the necessary accounting, control and reporting
       work required to effect closure of the Case promptly.

Two remaining headcount and engaged professional firms (a) support
litigation, (b) handle accounting, tax, cash management and
reporting for the three remaining entities, (c) calculate and
control creditor distributions, (d) perform claims management,
(e) complete disposition of remaining litigation (f) oversee wind-
up of employee matters and benefit plans, and (g) oversee IT and
corporate services providers and non-litigation matters.

                         About Enron Corp.

Based in Houston, Texas, Enron Corporation filed for Chapter 11
protection on December 2, 2001 (Bankr. S.D.N.Y. Case No.
01-16033) following controversy over accounting procedures that
caused Enron's stock price and credit rating to drop sharply.

Enron hired lawyers at Togut Segal & Segal LLP; Weil, Gotshal &
Manges LLP, Venable; Cadwalader, Wickersham & Taft, LLP, for its
bankruptcy case.  The Official Committee of Unsecured Creditors in
the case tapped lawyers at Milbank, Tweed, Hadley & McCloy LLP.

The Debtors won confirmation of their Plan in July 2004, and the
Plan was declared effective on November 17, 2004.  After approval
of the Plan, the new board of directors decided to change the name
of Enron Corp. to Enron Creditors Recovery Corp. to reflect the
current corporate purpose.  ECRC's sole mission is to reorganize
and liquidate certain of the operations and assets of the "pre-
bankruptcy" Enron for the benefit of creditors.

ECRC has been involved in the MegaClaims Litigation, an action
against 11 major banks and financial institutions that ECRC
believes contributed to Enron's collapse; the Commercial Paper
Litigation, an action involving the recovery of payments made to
commercial paper dealers; and the Equity Transactions Litigation,
which ECRC filed against Lehman Brothers Holdings, Inc., UBS AG,
Credit Suisse and Bear Stearns to recover payments made to the
four banks on transactions involving Enron's stock while the
company was insolvent.


ENRON CORP: Fraud Claims v. J. Brown Dismissed by District Judge
----------------------------------------------------------------
U.S. District Judge Ewing Werlein Jr. of the U.S. District Court
for the Southern District of Texas dismissed one charge of
conspiracy to commit wire fraud and two charges of wire fraud
against James A. Brown, a former employee of Merrill Lynch & Co.
Inc.

Mr. Brown and two other Merrill Lynch employees, Robert S. Furst
and Daniel Bayly, were convicted of conspiracy and wire fraud,
accused of helping push through Enron Corp.'s sham sale to Merrill
Lynch of three power barges moored off the Nigerian coast in 1999,
the Associated Press related.  According to the report, the deal
was struck to make the earnings of Enron's energy division appear
larger.

Mr. Brown could still return to prison on two remaining
convictions that were not overturned, the report added.

"The Browns are beginning to get a sense that the worst is over
and their family can get out from under the cloud they have been
living under for seven years, a cloud of persecution," the
Associated Press quoted Sidney Powell, Esq., Mr. Brown's attorney,
as saying.

                         About Enron Corp.

Based in Houston, Texas, Enron Corporation filed for Chapter 11
protection on December 2, 2001 (Bankr. S.D.N.Y. Case No.
01-16033) following controversy over accounting procedures that
caused Enron's stock price and credit rating to drop sharply.

Enron hired lawyers at Togut Segal & Segal LLP; Weil, Gotshal &
Manges LLP, Venable; Cadwalader, Wickersham & Taft, LLP for its
bankruptcy case.  The Official Committee of Unsecured Creditors in
the case tapped lawyers at Milbank, Tweed, Hadley & McCloy LLP.

The Debtors won confirmation of their Plan in July 2004, and the
Plan was declared effective on November 17, 2004.  After approval
of the Plan, the new board of directors decided to change the name
of Enron Corp. to Enron Creditors Recovery Corp. to reflect the
current corporate purpose.  ECRC's sole mission is to reorganize
and liquidate certain of the operations and assets of the "pre-
bankruptcy" Enron for the benefit of creditors.

ECRC has been involved in the MegaClaims Litigation, an action
against 11 major banks and financial institutions that ECRC
believes contributed to Enron's collapse; the Commercial Paper
Litigation, an action involving the recovery of payments made to
commercial paper dealers; and the Equity Transactions Litigation,
which ECRC filed against Lehman Brothers Holdings, Inc., UBS AG,
Credit Suisse and Bear Stearns to recover payments made to the
four banks on transactions involving Enron's stock while the
company was insolvent.


ENRON CORP: Prosecutor Wants Loopholes on Skilling Ruling Fixed
---------------------------------------------------------------
A top Department of Justice prosecutor urged Congress to close
legal loopholes left by a decision of the Supreme Court vacating
Jeffrey Skilling's conviction in failing to provide honest
services to shareholders, Houston Chronicle reported.

The former Chief Executive Officer of Enron Corp. was convicted in
2006 on 19 counts of fraud, conspiracy and insider trading, and
was sentenced to 24 years in prison.

According to the report, the ruling has had immediate
repercussions for other defendants convicted under the same law.

Lanny Breur, assistant attorney general in charge of the Justice
Department's criminal division, told the Senate that the Court's
ruling on the Skilling case had significantly eroded the
government's ability to prosecute fraud and corruption cases,
according to the Houston Chronicle.

                   Jeffrey Skilling Retrial

A hearing was scheduled November 1, 2010, to consider former
Enron Corp. Chief Executive Officer Jeffrey Skilling's bid for a
new trial before a federal appeals court in Houston, Bloomberg
News reported.

"We are very pleased to have an opportunity to argue Jeff's case
and hopeful that his long nightmare is coming to an end," Daniel
Petrocelli, Esq., Mr. Skilling's lead attorney, was quoted by
Bloomberg as saying.

According to Mr. Petrocelli, all of Mr. Skilling's verdicts were
tainted by an invalid legal theory and should be retried without
prosecutors' reliance on so-called honest services theft.

The U.S. Supreme Court previously questioned whether Mr. Skilling
was properly convicted on 19 counts for leading a conspiracy that
caused the collapse of Enron.  The high court ordered a review of
Mr. Skilling's case by the U.S. Court of Appeals in New Orleans,
according to the report.

                         About Enron Corp.

Based in Houston, Texas, Enron Corporation filed for Chapter 11
protection on December 2, 2001 (Bankr. S.D.N.Y. Case No.
01-16033) following controversy over accounting procedures that
caused Enron's stock price and credit rating to drop sharply.

Enron hired lawyers at Togut Segal & Segal LLP; Weil, Gotshal &
Manges LLP, Venable; Cadwalader, Wickersham & Taft, LLP for its
bankruptcy case.  The Official Committee of Unsecured Creditors in
the case tapped lawyers at Milbank, Tweed, Hadley & McCloy LLP.

The Debtors won confirmation of their Plan in July 2004, and the
Plan was declared effective on November 17, 2004.  After approval
of the Plan, the new board of directors decided to change the name
of Enron Corp. to Enron Creditors Recovery Corp. to reflect the
current corporate purpose.  ECRC's sole mission is to reorganize
and liquidate certain of the operations and assets of the "pre-
bankruptcy" Enron for the benefit of creditors.

ECRC has been involved in the MegaClaims Litigation, an action
against 11 major banks and financial institutions that ECRC
believes contributed to Enron's collapse; the Commercial Paper
Litigation, an action involving the recovery of payments made to
commercial paper dealers; and the Equity Transactions Litigation,
which ECRC filed against Lehman Brothers Holdings, Inc., UBS AG,
Credit Suisse and Bear Stearns to recover payments made to the
four banks on transactions involving Enron's stock while the
company was insolvent.


FRAC TECH: Moody's Assigns 'B1' Corporate Family Rating
-------------------------------------------------------
Moody's Investors Service assigned a B1 Corporate Family Rating to
Frac Tech Services, LLC, and assigned a B2 rating to the company's
proposed offering of $550 million senior notes due 2018.  The
proceeds of the offering will be used to repay existing
indebtedness, make a $200 million distribution to shareholders and
fund planned capital expenditures to expand its hydraulic
fracturing fleet.  The outlook is stable.

                        Ratings Rationale

"Frac Tech's high quality fleet of fracturing equipment and
substantial market position in the U.S. underpins its B1 Corporate
Family Rating," commented Pete Speer, Moody's Vice-President.
"Although the company has strong earnings momentum, the rating is
restrained by the cyclical nature of demand for its services and
the strong competition in its service line."

Frac Tech was formed in 2000 and has grown rapidly since 2005 into
one of the largest hydraulic fracturing services providers in
North America as measured by horsepower.  The company operates
primarily in the Haynesville, Marcellus and Eagle Ford shale plays
and the Permian Basin.  Frac Tech's quarterly earnings have grown
rapidly in 2010 from 2009 cyclical lows due to increased drilling
activity and the secular trends of more horizontal wells and
increased fracturing stages per well.  The company also benefits
from manufacturing its own equipment and ownership of sand mines
to provide its own proppant supply.

The demand for pressure pumping services has quickly rebounded to
exceed existing equipment supply, providing Frac Tech and its
peers with pricing power that significantly exceeds other U.S.
onshore oilfield service lines.  The company is pursuing multi-
year contracts with exploration and production companies to
provide more revenue and investment return visibility while
ramping up capital expenditures to build more equipment.  This
increasing contract cover and the trend in oil and natural gas
liquid directed shale drilling provides some protection against
potential decreases in natural gas directed drilling activity in
2011 due to low natural gas prices.

However, the B1 CFR also incorporates the inherent cyclicality of
oilfield services demand, the significant amount of long-term debt
being added to the company's capital structure, and its
concentration in one service line.  Frac Tech competes with
Schlumberger, Halliburton and Baker Hughes, much larger companies
with deeper financial resources and very diverse product and
service lines.  The company also competes with many similarly
sized diversified oilfield services companies and other pressure
pumping focused competitors.

The outlook could be changed to positive or the ratings upgraded
if Frac Tech reduces its debt levels or significantly increases
its asset base and service line diversity.  If the company
substantially increases its leverage due to debt funded
acquisitions or additional shareholder distributions, the rating
outlook could be changed to negative or the ratings downgraded.
The rating incorporates expectations of significant earnings
volatility over the medium to longer term, but if earnings were to
decline to levels that resulted in Debt/EBITDA exceeding 4x, that
could pressure the ratings.

The B2 senior unsecured notes rating reflects both the overall
probability of default of Frac Tech, to which Moody's assigns a
PDR of B1, and a loss given default of LGD 4 (65%).  The company
expects to finalize a $200 million senior secured revolving credit
facility that matures in 2014.  The size of the revolver's
potential priority claim relative to the senior unsecured notes
results in the senior notes ratings being rated one notch beneath
the B1 CFR under Moody's Loss Given Default Methodology.

Frac Tech Services, LLC, is a privately held oilfield services
company headquartered in Cisco, Texas.


GARLOCK SEALING: Asbestos Trust Fights Move for Victims' Info
-------------------------------------------------------------
Trusts born out of several asbestos companies' bankruptcy cases
are fighting back against what they say is an effort by a host of
insurance companies, claims processing facilities and asbestos-
tainted businesses -- including Garlock Sealing Technologies LLC
and Specialty Products Holding Corp. -- to dig up mass amounts of
information about alleged asbestos victims and the money they've
received over the years, Dow Jones' DBR Small Cap reports.

                      About Garlock Sealing

Headquartered in Palmyra, NY, Garlock Sealing Technologies LLC is
an EnPro Industries, Inc. company (NYSE: NPO).  For more than a
century, Garlock has been helping customers efficiently seal the
toughest process fluids in the most demanding applications.

On June 5, 2010, Garlock filed a voluntary Chapter 11 petition
(Bankr. W.D. N.C. Case No. 10-31607) in Charlotte, North Carolina,
to establish a trust to resolve all current and future asbestos
claims against Garlock under Section 524(g) of the U.S. Bankruptcy
Code.  The Debtor estimated $500 million to $1 billion in assets
and up to $500 million in debts as of the Petition Date.
Affiliates The Anchor Packing Company and Garrison Litigation
Management Group, Ltd., also filed for bankruptcy.

The filing covers only Garlock operations in Palmyra, New York and
Houston, Texas.  Garlock Rubber Technologies, Garlock Helicoflex,
Pikotek, Technetics, Garlock Europe and Garlock operations in
Canada, Mexico or Australia are not affected by the filing, nor is
EnPro Industries or any other EnPro operating subsidiary.

Albert F. Durham, Esq., at Rayburn Cooper & Durham, P.A.,
represents the Debtor in its Chapter 11 effort.  Garland S.
Cassada, Esq., at Robinson Bradshaw & Hinson, serves as counsel
for Asbestos matters.

The Official Committee of Asbestos Personal Injury Claimants in
the Chapter 11 cases is represented by Travis W. Moon, Esq., at
HAMILTON MOON STEPHENS STEELE & MARTIN, PLLC, in Charlotte, NC,
Elihu Inselbuch, Esq., at CAPLIN & DRYSDALE, CHARTERED, in New
York, and Trevor W. Swett III, Esq., Leslie M. Kelleher, Esq., and
Jeanna Rickards Koski, Esq., in Washington, D.C. 20005.

Joseph W. Grier, III, the Court-appointed legal representative for
future asbestos claimants, has retained A. Cotten Wright, Esq., at
Grier Furr & Crisp, PA, and Richard H. Wyron, Esq., and Jonathan
P. Guy, Esq., at Orrick, Herrington & Sutcliffe LLP, as his co-
counsel.

About 124,000 asbestos claims are pending against Garlock in state
and federal courts across the country.  The Company says majority
of pending asbestos actions against it is stale and dormant --
almost 110,000 or 88% were filed more than four years ago and more
than 44,000 or 35% were filed more than 10 years ago.  A schedule
of the pending asbestos actions is available for free at:

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


GAS CITY: Asks Court to Extend Filing of Schedules by 45 Days
-------------------------------------------------------------
Gas City, Ltd., et al., ask the U.S. Bankruptcy Court for the
Northern District of Illinois to extend until 45 days from the
Petition Date the deadline for the filing of lists of creditors
and equity security holders, schedules of assets and liabilities,
current income and expenses and executory contracts and unexpired
leases, and statements of financial affairs.

Due to the complexity and diversity of their operations and the
numerous critical operational matters that the Debtors' accounting
and legal personnel must address in the early days of the Debtors'
Chapter 11 cases, the Debtors anticipate that they will be unable
to complete their Schedules and Statements in the time required
under Bankruptcy Rule 1007(c).  The Debtors believe that they have
more than 1,000 creditors, which requires the maintenance of
voluminous books and records and complex accounting systems to
ensure that their operations run efficiently and cost-effectively.
Completing the Schedules and Statements will require the
collection, review, and assembly of information from multiple
sources.

Frankfort, Illinois-based Gas City Ltd. -- http://www.gascity.net/
-- is an independent petroleum marketer with locations in
Northeast Illinois, Northwest Indiana, Florida and Arizona.  Gas
City filed for Chapter 11 bankruptcy protection on October 26,
2010 (Bankr. N.D. Ill. Case No. 10-47879), estimating assets at
$50 million to $100 million and debts at $100 million to $500
million.  Gas City's parent, William J. McEnery Revocable Trust,
filed a separate Chapter 11 petition.

Paul V Possinger, Esq., at Proskauer Rose LLP, and Daniel A
Zazove, Esq., at Perkins Coie LLP, assist the Debtors in their
restructuring effort.  A. Jeffrey Zappone at Conway Mackenzie is
the Debtors' chief restructuring officer.  Kurtzman Carson
Consultants is the Debtors' claims agent.


GAS CITY: Section 341(a) Meeting Scheduled for December 1
---------------------------------------------------------
The U.S. Trustee for Region 11 will convene a meeting of Gas City,
Ltd.'s creditors on December 1, 2010, at 1:30 p.m.  The meeting
will be held at 219 South Dearborn, Office of the U.S. Trustee,
8th Floor, Room 802, Chicago, IL 60604.

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

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

Frankfort, Illinois-based Gas City Ltd. -- http://www.gascity.net/
-- is an independent petroleum marketer with locations in
Northeast Illinois, Northwest Indiana, Florida and Arizona.  Gas
City filed for Chapter 11 bankruptcy protection on October 26,
2010 (Bankr. N.D. Ill. Case No. 10-47879), estimating assets at
$50 million to $100 million and debts at $100 million to $500
million.  Gas City's parent, William J. McEnery Revocable Trust,
filed a separate Chapter 11 petition.

Paul V Possinger, Esq., at Proskauer Rose LLP, and Daniel A
Zazove, Esq., at Perkins Coie LLP, assist the Debtors in their
restructuring effort.  A. Jeffrey Zappone at Conway Mackenzie is
the Debtors' chief restructuring officer.  Kurtzman Carson
Consultants is the Debtors' claims agent.


GAS CITY: Lenders Object to Proposal to Get US$2.2MM Financing
--------------------------------------------------------------
Prepetition lenders are objecting to Gas City Ltd. and its owner's
efforts to obtain a $2.2 million letter of credit from Bank of
America Corp. The lenders, Integra Bank and Old Second Bancorp
Inc., filed objections to the proposed financing with the court
overseeing the bankruptcy proceedings of Gas City and its owner,
the William J. McEnery Revocable Trust, Dow Jones' DBR Small Cap
reports.

According to the report, Integra and Old Second took issue with
the prospect of Bank of America getting liens on all of Gas City
and the trust's assets in exchange for providing the bankruptcy
financing -- especially since the liens would be on assets that
serve as collateral for financing that Integra and Old Second had
provided before Gas City and its owner entered bankruptcy.

"This relief, if granted, would improperly impair Integra and its
rights on account of" financing Integra provided Gas City and the
trust, Integra said in court documents, the report discloses.

                          About Gas City

Gas City Ltd. is an independent chain of fueling stations with
Frankfort, Illinois-based Gas City Ltd. -- http://www.gascity.net/
-- is an independent petroleum marketer with locations in
Northeast Illinois, Northwest Indiana, Florida and Arizona.  Gas
City filed for Chapter 11 bankruptcy protection on October 26,
2010 (Bankr. N.D. Ill. Case No. 10-47879), estimating assets at
$50 million to $100 million and debts at $100 million to $500
million.  Gas City's parent, William J. McEnery Revocable Trust,
filed a separate Chapter 11 petition.

Paul V Possinger, Esq., at Proskauer Rose LLP, and Daniel A
Zazove, Esq., at Perkins Coie LLP, assist the Debtors in their
restructuring effort.  A. Jeffrey Zappone at Conway Mackenzie is
the Debtors' chief restructuring officer.  Kurtzman Carson
Consultants is the Debtors' claims agent.


GAS CITY: Taps Proskauer Rose as Bankruptcy Counsel
---------------------------------------------------
Gas City, Ltd., et al., ask for authorization from the U.S.
Bankruptcy Court for the Northern District of Illinois to employ
Proskauer Rose LLP as bankruptcy counsel, nunc pro tunc to the
Petition Date.

Proskauer Rose will, among other things:

     a. represent the Debtor in proceedings and hearings in the
        U.S. District and Bankruptcy Courts for the Northern
        District of Illinois;

     b. prepare on behalf of the Debtor any necessary motions,
        applications, orders and other legal papers;

     c. provide assistance, advice and representation concerning
        the confirmation of any proposed plan(s) and solicitation
        of any acceptances or responding to rejections of the
        plan(s); and

     d. provide assistance, advice and representation concerning
        any investigation of the assets, liabilities and financial
        condition of the Debtor that may be required under local,
        state or federal law.

Proskauer Rose will be paid based on the hourly rates of its
personnel:

        Partner                         $450-$1,025
        Senior Counsel                  $395-$850
        Associate                       $195-$675
        Paraprofessionals                $70-$275

Paul V. Possinger, Esq., a member at Proskauer Rose, assures the
Court that the firm is "disinterested" as that term is defined in
Section 101(14) of the Bankruptcy Code.

                          About Gas City

Gas City Ltd. is an independent chain of fueling stations with
Frankfort, Illinois-based Gas City Ltd. -- http://www.gascity.net/
-- is an independent petroleum marketer with locations in
Northeast Illinois, Northwest Indiana, Florida and Arizona.  Gas
City filed for Chapter 11 bankruptcy protection on October 26,
2010 (Bankr. N.D. Ill. Case No. 10-47879), estimating assets at
$50 million to $100 million and debts at $100 million to $500
million.  Gas City's parent, William J. McEnery Revocable Trust,
filed a separate Chapter 11 petition.

A. Jeffrey Zappone at Conway Mackenzie is the Debtors' chief
restructuring officer.  Kurtzman Carson Consultants is the
Debtors' claims agent.


GLOBAL AUTOCARE: S&P Gives Negative Outlook, Affirms 'B' Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
Oakland, Ca.-based Global AutoCare to negative from stable.  At
the same time, S&P affirmed its ratings on Global AutoCare,
including the 'B' corporate credit rating.

Standard & Poor's affirmed its issue-level and recovery ratings on
Global Auto Care's proposed credit facilities and notes.  The
issue rating on the $350 million senior secured credit facilities
is 'B+' (one notch higher than the corporate credit rating) and
the recovery rating remains '2', indicating S&P's expectation of
substantial (70% to 90%) recovery in the event of a payment
default.  The issue rating on the proposed $275 million (increased
from $250 million) unsecured notes remains 'CCC+', two notches
lower than the corporate credit rating.  The recovery rating is
'6', indicating S&P's expectation that lenders will receive
negligible (0% to 10%) recovery in the event of a payment default.

"The outlook revision reflects S&P's view that Global AutoCare is
pursuing a more aggressive financial policy than originally
expected," said Standard & Poor's credit analyst Susan Ding.  S&P
estimates that the company's credit measures, pro forma for the
additional $25 million debt, will be weaker than S&P's original
expectation, with FFO/total debt at about 4%, EBITDA interest
coverage of about 2x, and total debt to EBITDA in the 6x range.
S&P considers these metrics to be weak for the 'B' rating
category.

The ratings on Global AutoCare reflect what S&P considers to be a
highly leveraged financial profile and vulnerable business
profile.  S&P's business risk assessment incorporates the
company's narrow business focus, vulnerability to commodity price
volatility and the economy, and its lack of track record as a
stand-alone company.  There is also some concentration risk, as
one customer accounted for about 30% of sales.  Somewhat
offsetting these factors are the company's well recognized brands,
primarily ArmorAll and STP, Oomph!, Son of a Gun, Tuff Stuff, and
Car Buddy.  The auto care business was part of Clorox Co. and,
upon completion of the acquisition, will operate as an independent
entity.  Although the lack of a track record as a stand-alone
company is a key rating factor, the new CEO has extensive industry
experience, and other key senior management members have been with
the business for numerous years.  S&P views the company's
financial policy as aggressive because of the mostly debt-financed
acquisition, resulting in a highly leveraged capital structure.

The outlook is negative.  S&P expects Global AutoCare to maintain
credit protection measures close to pro forma levels after the
proposed transaction and for covenant cushions to exceed 20%.  S&P
would consider a downgrade if the company's operating performance
deteriorates because of the weak economy, resulting in declining
EBITDA and a narrowing of the covenant cushion to close to 10%.
On the other hand, S&P would consider an outlook revision to
stable if the company reduces and sustains leverage of less than
5.5x.


GYMBOREE CORP: S&P Assigns 'B+' Corporate Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its
preliminary 'B+' corporate credit rating to San Francisco-based
The Gymboree Corp.  The outlook is stable.

At the same time, S&P assigned its preliminary 'BB-' bank loan
rating and preliminary '2' recovery rating to Gymboree's proposed
$720 million term loan.  The company intends to use the proceeds
from the term loan, along with $500 million senior unsecured notes
and about $524 million equity contribution, to fund acquisition of
the company by Bain Capital LLC.  To assure the company has
committed funds to close on this transaction, it has arranged for
a $520 million increasing-rate unsecured bridge loan maturing in
one year.  If not converted into exchange notes before its
maturity, the loan will be automatically converted into a senior
unsecured term loan.

"The ratings reflect what S&P considers Gymboree's weak business
profile," said Standard & Poor's credit analyst Mariola Borysiak,
"based on S&P's expectation that its expansion of the more value-
oriented Crazy 8 concept will increase risk, and that cost
pressures from higher cotton prices could affect margins." The
weak business profile also reflects its presence in the highly
competitive and fragmented children's apparel industry, partly
offset by its recognized brand, the quality of its products, and
good revenue diversity.

The highly leveraged financial risk profile reflects the company's
hefty debt levels and thin cash flow protection measures following
the acquisition by Bain Capital.


HARRISBURG, PA: Misses Nov. 1 Debt Payment; to Skip December Dues
-----------------------------------------------------------------
Romy Varghese, writing for Dow Jones Newswires, reported that
Harrisburg again was to miss a payment on debt tied to its
incinerator project, and bond insurer Assured Guaranty Ltd. would
cover the $1.2 million payment on Nov. 1, officials from the city
and insurer said.

According to Dow Jones, Chuck Ardo, spokesman for Mayor Linda
Thompson, said Harrisburg's financial condition precludes it from
making the $1.2 million payment on the Series A of 2002.

Dow Jones noted that Harrisburg this year has missed $10.5 million
in debt payments related to the incinerator.  Dauphin County,
which guarantees the bulk of the $288 million debt after the city,
and Assured Guaranty have covered the obligations when the city
has missed them.  The two are suing Harrisburg to recoup the
payments.

Dow Jones also said a $35 million payment that is guaranteed by
the county and city is due next month, as is $7 million in
payments from several 2003 bond series.  Harrisburg officials have
said they won't be making those payments as well.

Dow Jones said Mayor Thompson, Dauphin County Commissioner Jeff
Haste and others met Friday to discuss the looming debt payments.

Dow Jones reported that Mr. Ardo said no decisions were made at
the meeting.

As reported by the Troubled Company Reporter on November 1, 2010,
Dow Jones' DBR Small Cap said last week Harrisburg's city council
may make a decision on hiring bankruptcy attorneys within a couple
of weeks, according to councilman Brad Koplinski.  According to
the report, several council members interviewed five firms -- Fox
Rothschild of Philadelphia, Cunningham and Chernicoff of
Harrisburg, Van Eck & Van Eck of Harrisburg, Dilworth Paxson of
Philadelphia, and Cravath, Swaine & Moore of New York.

"It was an important step to making sure all our options are fully
considered," DBR Small Cap quoted Mr. Koplinski as saying.  The
council can pick "one or a mix of firms," Mr. Koplinski added.

The DBR Small Cap report noted that the proposed rates range from
$200 an hour to $975 an hour among the five firms, said Mr.
Koplinski, who added council members want to negotiate a lower
fee.  Harrisburg has already applied for Pennsylvania's fiscal
oversight program for distressed municipalities, known as Act 47.

                       About Harrisburg, PA

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

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

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


HELIX BIOPHARMA: Posts C$14.5 Million Net Loss in Fiscal 2010
-------------------------------------------------------------
Helix BioPharma Corp. recorded a net loss of C$14,477,000 for the
year ended July 31, 2010.  This represents an increase of
C$367,000 when compared to fiscal 2009.

Total revenues in fiscal 2010 were C$4,434,000 and represent an
increase of C$593,000 or 15.4% when compared to total revenues in
fiscal 2009 of C$3,841,000.  Product revenue contributed to the
increase in revenue in fiscal 2010 when compared to fiscal 2009
and was offset slightly by a decrease in license fees and
royalties.

Product revenue in fiscal 2010 totaled C$3,925,000 and represents
an increase of C$681,000 or 21.0% when compared to product revenue
in fiscal 2009 of C$3,244,000.  Except for Normacol(R), product
revenues were higher across all products, with the majority of the
increase reflected in the combined product sales of Orthovisc(R)
and Monovisc(TM).  The Company commenced the distribution of
Monovisc(TM) in the 2010 fiscal year.

License fees and royalties in fiscal 2010 totaled C$509,000 and
represent a decrease of C$88,000 or 14.7% when compared to fiscal
2009.  The decrease reflects the fiscal 2009 final payment from
Lumera Corporation of USC$75,000 when it provided the Company with
notice of termination of a sub-license agreement.

Subsequent to the Company's fiscal 2010 year-end, on August 6,
2010, the Company completed a private placement issuing 4,530,000
units at C$2.43 per unit, for gross proceeds of C$11,007,900.
Each unit consists of one common share and one common share
purchase warrant with each common share purchase warrant entitling
the holder to purchase, subject to adjustment, one common share at
a price of C$3.40 until August 5, 2013.

"The Company's ability to continue as a going concern is dependent
on obtaining additional investment capital and the achievement of
profitable operations.  There can be no assurance that the Company
will be successful in increasing revenue or raising additional
investment capital to generate sufficient cash flows to continue
as a going concern.  While the Company estimates it has sufficient
capital and liquidity to finance current operations through at
least the next twelve months, the Company's long-term liquidity
depends on its ability to access the capital markets, which
depends substantially on the success of the Company's ongoing
research and development programs.'

The Company's balance sheet at July 31, 2010, showed C$18,114,000
in total assets, C$2,281,000 in total liabilities, C$72,000 in
deferred lease credit - non current, and stockholders' equity of
C$15,761,000.

A full-text copy of the earnings release is available for free at:

               http://researcharchives.com/t/s?6d48

A full-text copy of the annual report on Form 20-F filed with the
U.S. Securities and Exchange Commission is available for free at:

               http://researcharchives.com/t/s?6d49

                      About Helix BioPharma

Aurora, Ontario-based Helix BioPharma Corp.
-- http://www.helixbiopharma.com/-- is a biopharmaceutical
company specializing in the field of cancer therapy.  The Company
is actively developing innovative products for the prevention and
treatment of cancer based on its proprietary technologies.
Helix's product development initiatives include its novel L-DOS47
new drug candidate and its Topical Interferon Alpha- 2b.  Helix is
listed on the TSX, NYSE Amex and FSE under the symbol "HBP".


HONOLULU SYMPHONY: Reaches Settlement with Musicians' Union
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Honolulu Symphony orchestra is asking the
bankruptcy court to extend its exclusive right to propose a
Chapter 11 plan.  The Debtor said it cannot file a Chapter 11 plan
until the settlement with union representing musicians is formally
approved. A hearing on the exclusivity motion will be held Dec.
18.

Mr. Rochelle relates the Debtor negotiated a settlement of an
unfair labor practices complaint with the union representing
musicians.  The symphony said in a court filing that it was
"highly unlikely" there could have been a reorganization plan
without a settlement with the union.  Assuming the symphony's
board and the union formally agree, the musicians will waive
claims for back pay and severance.  Absent waiver, the claims
would have been administrative expenses requiring full payment.
The symphony said the settlement was "brokered" by the National
Labor Relations Board.

Honolulu Symphony filed for Chapter 11 on Dec. 18, 2009 in its
hometown (Bankr. D. Hawaii Case No. 09-02978), saying assets are
less than $500,000 while debt exceeds $1 million.  The symphony
blamed the filing on a decline in donations which left the
orchestra unable to cover costs, since ticket sales represent only
30% of the budget.  The symphony said it would use Chapter 11 to
reorganize fundraising activities.


HYDROGENICS CORP: Hosts Third Quarter Conference Call November 10
-----------------------------------------------------------------
Hydrogenics Corporation announced Thursday that it will host a
conference call at 10:00 a.m. Eastern on November 10, 2010, for
the third quarter ended September 30, 2010.  Earnings will be
issued before the market opens that day, and the filing of the
Company's results with the appropriate regulatory bodies will
follow.  During the call, Daryl Wilson, President and Chief
Executive Officer, and Lawrence Davis, Chief Financial Officer,
will review the Company's financial results.  The telephone number
for the conference call is 877-307-1373 or, for international
callers, 678-224-7873.  A live webcast of the call will also be
available on the company's Web site, http://www.hydrogenics.com

                  About Hydrogenics Corporation

Hydrogenics Corporation (Nasdaq: HYGS) (TSX:HYG)
-- http://www.hydrogenics.com/-- is a globally recognized
developer and provider of hydrogen generation and fuel cell
products and services, serving the growing industrial and clean
energy markets.  Based in Mississauga, Ontario, Canada,
Hydrogenics has operations in North America and Europe.

The Company's balance sheet at June 30, 2010, showed $31.2 million
in total assets, $14.6 million in total liabilities, and
stockholders' equity of $16.6 million.

The Company discloses in its report on the Corporation's results
of operations for the second quarter ended June 30, 2010, that the
Corporation's recurring operating losses and negative cash flows
from operations and the risk of securing additional funding cast
substantial doubt about the Corporation's ability to continue as a
going concern.  The Corporation expects these conditions to
continue in the near term.

"The Corporation's ability to continue as a going concern and
manage the material uncertainties is dependent on the successful
execution of its business plan, which involves: (i) securing
additional financing to fund its operations; (ii) continued
investment in research and development through advancing product
designs for efficiency, durability, cost reduction and entry
into complementary markets to improve overall gross margins;
(iii) increasing market penetration and sales to improve operating
cash flow; and (iv) actively managing its working capital to
preserve cash resources.  At present, the success of these
initiatives cannot be assured due to the material uncertainties
described above."


HYUN UM: Files Schedules of Assets and Liabilities
--------------------------------------------------
Hyun J. Um and Jin S. Um filed with the U.S. Bankruptcy Court for
the Western District of Washington its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property            $2,249,284
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                  $194,919
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $347,644,068
                                 -----------      -----------
        TOTAL                    $2,249,284       $347,838,987

Tacoma, Washington-based Hyun J. Um and Jin S. Um filed for
Chapter 11 protection on August 17, 2010 Bankr. W.D. Wash. Case
No. 10-41789).  Attorneys at Crocker Law Group PLLC serve as
counsel to the Debtors.


HYUN UM: Taps Crocker Law to Handle Reorganization Case
-------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Washington
authorized Hyun J. Um and Jin S. Um to employ Crocker Law Group
PLLC as counsel.

CLG will represent the Joint Debtors in their Chapter 11
proceedings.

To the best of the Debtors' knowledge CLG is a ?disinterested
person? as that term is defined in Section 101(14) of the
Bankruptcy Code.

The firm can be reached at:

     Crocker Law Group
     720 Olive Way, Suite 1000
     Seattle, WA 98101-1853
     Tel: (206) 624-9894
     Fax: (206) 624-8598

                  About Hyun J. Um and Jin S. Um

Tacoma, Washington-based Hyun J. Um and Jin S. Um filed for
Chapter 11 protection on August 17, 2010 Bankr. W.D. Wash. Case
No. 10-41789).  The Debtors disclosed $2,249,284 in assets and
$347,838,987 in liabilities as of the Petition Date.


HYUN UM: U.S. Trustee Forms Three-Member Creditors Committee
------------------------------------------------------------
Robert D. Miller, Jr., U.S. Trustee for Region 18, appointed three
members to the official committee of unsecured creditors in the
Chapter 11 case of Hyun J. Um and Jin S. Um.

The Creditors Committee members are:

1. David Bolotin (chairperson)
   chief financial officer
   Soundbuilt Northwest LLC
   P.O. Box 73790
   Puyallup, WA 98373
   Tel: (253) 830-2864
   Fax: (253) 539-0514

2. Daniel Halstrom
   assistant vice president, special assets
   Sterling Savings Bank
   111 N. Wall Street
   Spokane, WA 99201
   Tel: (509) 363-8156
   Fax: (509) 458-2384

3. Sabrina P. Loiselle
   legal counsel and senior vice president
   First Independent Bank
   1220 Main Street, Suite 260
   Vancouver, WA 98660
   Tel: (360) 759-3508
   Fax: (360) 619-4336

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.

Tacoma, Washington-based Hyun J. Um and Jin S. Um filed for
Chapter 11 protection on August 17, 2010 Bankr. W.D. Wash. Case
No. 10-41789).  Attorneys at Crocker Law Group PLLC serve as
counsel to the Debtors.  The Debtors disclosed $2,249,284 in
assets and $347,838,987 in liabilities as of the Petition Date.


I-10 BARKER: U.S. Trustee Unable to Form Creditors Committee
------------------------------------------------------------
Charles F. McVay, the U.S. Trustee for Region 7, notified the U.S.
Bankruptcy Court for the Southern District of Texas that he was
unable to appoint an official committee of unsecured creditors in
the Chapter 11 case of I-10 Barker Cypress, Ltd.

The U.S. Trustee explained that the unsecured creditors showed
insufficient indications of willingness to serve on the committee.

I-10 Barker Cypress, Ltd., is a Texas limited partnership with its
principal place of business in Houston, Harris County, Texas and
with offices in Houston, Harris County, Texas.  I-10 Baker owns an
83,000 square foot shopping center on 17.2 acres of commercial
land located in Houston, Texas.

Houston, Texas-based I-10 Barker Cypress, Ltd., filed for Chapter
11 bankruptcy protection on August 2, 2010 (Bankr. S.D. Tex. Case
No. 10-36582).  James B. Jameson, Esq., at James Jameson &
Associates, serves as counsel to the Debtor.  In its schedules,
the Debtor disclosed $24,991,061 in total assets and $17,737,313
in total liabilities as of the Petition Date.


INNKEEPERS USA: Wants Plan Filing Exclusivity Until March 16
------------------------------------------------------------
Innkeepers USA Trust and certain of its affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York to extend
their exclusive periods to file and solicit acceptances for the
proposed Plan of Reorganization until March 16, 2011, and May 15,
respectively.

The Debtors filed their request for an extension before the
exclusive periods was set to expire on November 16, 2010.

The Debtors related that they have taken steps to promote their
plan process, including, among other things:

   -- The Board of Trustees of Innkeepers USA Trust established a
      committee consisting of its independent trustees to
      facilitate the Debtors' plan process.  Pursuant to
      resolutions adopted by the board, the independent committee
      will explore and preliminarily vet all plan-related
      proposals.

   -- The Debtors met with their key stakeholders and others -
      including their secured lenders, the official committee of
      unsecured creditors, the ad hoc committee of preferred
      shareholders, and Five Mile Capital Partners LLC, party
      considered as potential stalking horse, and plan sponsor, -
      to develop a path forward that maximizes the value of the
      entire enterprise and takes into account the diverse views
      of their many stakeholders.

   -- The Debtors provided all of these parties access to their
      online data room and are facilitating due diligence.

The Debtors also said that Moelis & Company, their financial
advisor, discussed a range of options for the board to consider
from a potential recapitalization of the Debtors' reorganized
enterprise to transactions involving the sale of hotels on a
property-by-property basis.

The Debtors need more time to allow interested parties to complete
their diligence so that the Debtors, their stakeholders, and
potential interested parties are able to negotiate with sufficient
information about the terms of a consensual restructuring.

The Debtors propose a hearing on the requested exclusivity
extension on November 10 at 10:00 a.m. prevailing Eastern Time.
Objections, if any, are due November 5 at 4:00 p.m.

                   About Innkeepers USA Trust

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

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

Apollo Investment Corporation acquired Innkeepers in June 2007.

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

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

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


INTELLIPHARMACEUTICS INT'L: Gets Non-Compliance Notice From NASDAQ
------------------------------------------------------------------
Intellipharmaceutics International Inc. received a letter on
October 29, 2010 from NASDAQ, stating that Intellipharmaceutics is
not in compliance with NASDAQ's 'minimum stockholders' equity'
continued listing requirement of $2.5 million under NASDAQ Listing
Rule 5550(b)(1).  As of August 31, 2010, Intellipharmaceutics'
stockholders' equity was approximately $1.8 million.

The notice has no immediate effect on the listing of
Intellipharmaceutics' common stock on NASDAQ Capital Market, and
its common stock will continue to trade on the NASDAQ under the
symbol "IPCI" pending any further action taken by NASDAQ as
described below.  The notice will not affect the listing of the
common stock on the Toronto Stock Exchange ("TSX"), which
continues to trade under the symbol "I" in ongoing compliance with
TSX listing conditions.

In accordance with NASDAQ Listing Rules, Intellipharmaceutics has
45 calendar days, or until December 13, 2010 to submit to NASDAQ a
plan of compliance detailing the actions Intellipharmaceutics has
taken, or plans to take, that would bring it into compliance with
this stockholders' equity requirement.  If the Company submits its
plan and the plan is accepted, NASDAQ can grant an extension of up
to 180 calendar days from October 29, 2010 for the Company to
evidence compliance.  Alternatively, Intellipharmaceutics could
return to compliance if it satisfies the $35.0 million minimum for
the 'market value of listed securities' continued listing
requirement which is one of the alternatives to the 'minimum
stockholders' equity' continued listing requirement under Rule
5550(b).

If Intellipharmaceutics submits a plan of compliance and NASDAQ
does not accept the Company's plan and does not meet the alternate
continued listing requirement under Rule 5550(b), NASDAQ may then
initiate delisting proceedings from NASDAQ, at which time
Intellipharmaceutics may appeal NASDAQ's determination to a
Listing Qualifications Panel.  In the event of an appeal, the
Company's common stock would remain listed on the NASDAQ Capital
Market pending a decision by the Panel following the hearing.

The Company also today announced that Graham Neil has resigned as
CFO, effective November 26, to pursue other business
opportunities.  Dr. Amina Odidi, who is presently President, COO
and a director of the Company and who had previously served for
several years as the Company's CFO until October 2009, has been
appointed as acting CFO, pending the appointment of a permanent
replacement.

            About Intellipharmaceutics International

Toronto, Ontario-based Intellipharmaceutics International Inc.
(Nasdaq: IPCI) (TSX: I) -- http://www.intellipharmaceutics.com/--
is a pharmaceutical company specializing in the research,
development and manufacture of novel or generic controlled release
and targeted release oral solid dosage drugs.  The Company's
patented Hypermatrix(TM) technology is a unique and validated
multidimensional controlled-release drug delivery platform that
can be applied to the efficient development of a wide range of
existing and new pharmaceuticals.  Based on this technology,
Intellipharmaceutics has a pipeline of products in various stages
of development in therapeutic areas that include neurology,
cardiovascular, GIT, pain and infection.


J & J CONSTRUCTION: U.S. Trustee Wants Case Converted to Chapter 7
------------------------------------------------------------------
Donald F. Walton, the U.S. Trustee for Region 21, asks the U.S.
Bankruptcy Court for the Northern District of Georgia to dismiss
or convert the Chapter 11 case of J & J Construction Group, Inc.,
to one under Chapter 7 of the Bankruptcy Code.

The U.S. Trustee explains that the Debtor is delinquent:

   -- in filing the monthly operating reports for the months June
      through August 2010; and

   -- in remitting quarterly fees to the U.S. Trustee.  The
      Debtor has been assessed estimated fees totaling $300.
      However, without the Debtor's monthly operating reports for
      the months of June through October 2010, it is impossible
      for the U.S. Trustee to accurately calculate the appropriate
      fees.

As reported in the Troubled Company Reporter on September 15, the
Debtor asked the Court to conditionally convert its Chapter 11
case to one under Chapter 7 of the Bankruptcy Code.

The Debtor said that secured creditor Habersham Bank represented
that it would prefer to be bought out and further represented that
it would accept $2.5 million for 100% of its secured interest in a
46,800 sq. ft retail/medical building development and a 0.52 acre
outparcel located at Powder Springs Road and Milford Church Road
in Marietta Georgia.

The Debtor obtained an offer to purchase from a qualified cash
purchaser that provided for Habersham to receive $2.5 million.
The offer also provided for the bankruptcy estate to receive
$200,000 to cover the claims its remaining creditors, trustee
fees, administrative fees, etc.

Once the Debtor presented the commitment to purchase to Habersham
Bank, the bank declined to accept the same.

                   About J & J Construction Group

Roswell, Georgia-based J & J Construction Group, Inc., is in the
business of acquiring, developing and managing commercial
property.  The Company developed commercial retail and office
building projects and acquired raw land for future speculation and
development since its inception in 2001.

The Company filed for Chapter 11 bankruptcy protection on May 31,
2010 (Bankr. N.D. Ga. Case No. 10-76169).  Rodney L. Eason, Esq.,
at The Eason Law Firm, assists the Debtor in its restructuring
effort.  The Company disclosed $13,591,800 in assets and
$7,941,112 in liabilities as of the Petition Date.


JOHN KONECNIK: Has Until December 22 to Propose Chapter 11 Plan
---------------------------------------------------------------
The Hon. Caryl E. Delano of the U.S. Bankruptcy Court for the
Middle District of Florida directed John P. Konecnik, Jr., to file
his Chapter 11 Plan and Disclosure Statement by. December 22,
2010.

Headquartered in Nokomis, Florida, John P. Konecnik, Jr., filed
for Chapter 11 protection on August 24, 2010 (Bankr. M.D. Fla.
Case No. 10-20279).  The Law Offices Lynn Ramey serves as the
Debtor's bankruptcy counsel.  The Debtor disclosed $24,958,072 in
assets and $14,129,383 in debts as of the Petition Date.

Debtor-affiliate Fisherman's Warf of Venice, Inc., filed for
separate Chapter 11 petition on May 4, 2010 (Bankr. M.D. Fla. Case
No. 10-10694).


JOHN YEDINAK: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Joint Debtors: John G. Yedinak
               Lynn G. Yedinak
               530 North Lake Shore Drive, Unit 2201
               Chicago, IL 60611

Bankruptcy Case No.: 10-48535

Chapter 11 Petition Date: October 29, 2010

Court: U.S. Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Bruce W. Black

Debtors' Counsel: Gregory K. Stern, Esq.
                  GREGORY K. STERN, P.C.
                  53 West Jackson Boulevard, Suite 1442
                  Chicago, IL 60604
                  Tel: (312) 427-1558
                  Fax: (312) 427-1289
                  E-mail: gstern1@flash.net

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

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

A list of the Joint Debtors' 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/ilnb10-48535.pdf


JULIUS JOHNSON: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Julius Everette Johnson
        2405 Lake Loreine Lane
        Richmond, VA 23233

Bankruptcy Case No.: 10-37538

Chapter 11 Petition Date: October 29, 2010

Court: U.S. Bankruptcy Court
       Eastern District of Virginia (Richmond)

Judge: Kevin R. Huennekens

Debtor's Counsel: David H. Worrell, Jr., Esq.
                  THE WORRELL LAW FIRM
                  710 N. Hamilton Street, Suite 100
                  Richmond, VA 23221
                  Tel: (804) 358-2328

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

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

Debtor's List of 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Thomas H. Barringer                Promissory Note      $1,750,000
802 Forest Hill Drive
Greensboro, NC 27410

Carolina Linen Servicces           Promissory Note      $1,700,000
802 Forest Hill Drive
Greensboro, NC 27410

Pranab & Guari Sen                 Promissory Note        $532,500
110 Baskerville Circle
Chapel Hill, NC 27514

Emma Lockhart                      Promissory Note        $350,000
233 Lockhart Road
Jefferson, SC 29718

Linda & Fred Parham                Promissory Note        $327,000
1210 Oakview Drive
Greenville, NC 27858

Matthew J. Goodman                 Promissory Note        $310,000
262 Meridian Way
Henderson, NC 27537

Phil Mitchell                      Promissory Note        $298,000
5005 Rancher Avenue
Las Vegas, NV 89108

Nancy Tripoli                      Promissory Note        $240,000

Cathee J. Huber                    Promissory Note        $230,000

Olga Colwell                       Promissory Note        $220,000

Sally Proctor                      Promissory Note        $207,407

A.S.J. Hopkins, III                Promissory Note        $200,000

Willie Caplan                      Promissory Note        $200,000

M.L. Pinchback                     Promissory Note        $200,000

L. Ray Bailey                      Promissory Note        $200,000

Johnea D. Kelly                    Promissory Note        $185,000

Jimmie L. Collins                  Promissory Note        $170,000

Stanley Jeter                      Promissory Note        $165,000

Stephen Bai                        Promissory Note        $160,000

John F. Massie                     Promissory Note        $160,000


KINGSWAY FINANCIAL: AM Best Affirms 'B-' Financial Strength Rating
------------------------------------------------------------------
A.M. Best Co. has removed from under review with negative
implications and affirmed the financial strength ratings (FSR) of
B- (Fair) and issuer credit ratings (ICR) of "bb-" of Kingsway
Amigo Insurance Company (Miami, FL) and Universal Casualty Company
(Elk Grove Village, IL).  The outlook assigned to these ratings is
negative.

A.M. Best also has affirmed the FSR of B- (Fair) and ICR of "bb-"
of American Service Insurance Company, Inc. (ASI) and American
Country Insurance Company (ACI) (both domiciled in Elk Grove
Village, IL).  These ratings remain under review, and the
implications have been revised to developing from negative.

Additionally, A.M. Best has affirmed the FSR of B- (Fair) and ICR
of "bb-" of Mendota Insurance Company and its wholly owned
subsidiary, Mendakota Insurance Company (both domiciled in Eagan,
MN).  The companies comprise the Mendota Group, and their ratings
remain under review with negative implications.

Concurrently, A.M. Best has upgraded the FSR to B- (Fair) from C++
(Marginal) and ICR to "bb-" from "b" of Kingsway Reinsurance
Corporation (KRC) (Barbados).  The ratings have been removed from
under review with negative implications and assigned a negative
outlook.

At the same time, A.M. Best has removed from under review with
negative implications and affirmed the ICRs of "ccc" and senior
debt ratings of "ccc" of Kingsway Financial Services Inc (KFSI)
and Kingsway America Inc. (both domiciled in Elk Grove Village,
IL).  The outlook assigned to these ratings is negative.

The ratings for KFSI and its subsidiaries are reflective of their
weak capitalization, above average financial and operating
leverage, unprofitable earnings trend and the challenges they face
from strong competitive markets, weak economic conditions, below
average interest rates, declining premium volume and rising claims
costs.  These concerns are partially offset by KFSI's actions to
reorganize operations to improve efficiency and customer service;
deleverage the balance sheet and improve liquidity by selling
assets for cash and reducing debt; improve performance by
cancelling non-core lines of business, unprofitable agents and
accounts; focus on core non-standard automobile insurance; and
consolidate management and back office operations.

The ratings for ASI and ACI are based upon an intercompany pooling
agreement between the two companies.  Their ratings are under
review with developing implications due to KFSI's actions to find
new ownership by creating a publicly traded holding company to
hold their shares.  Successful execution of the plan is expected
to improve capitalization, reduce leverage, improve operating
performance and enhance both companies' business profile.
However; KFSI faces significant execution risk in attracting
investors.  These ratings will remain under review pending a
thorough review of all circumstances following completion of the
transaction.

The ratings for the Mendota Group remain under review with
negative implications due to the uncertainty involved with its
future financial strength.  KFSI is in the process of selling the
Mendota Group and anticipates completing a transaction before
year-end 2010.

KRC's ratings were upgraded to recognize its improved balance
sheet strength and leverage position due to commutation with its
U.S. affiliates in 2009.  The negative outlook is based on the
uncertainty of the company's role within the KFSI organization
going forward and the permanency of its current capital position.
The company is currently in run off.

The following debt ratings have been affirmed:

Kingsway America Inc.:

  -- "ccc" on US$125 million 7.5% senior unsecured notes, due
     2014 (currently US$25.2 million outstanding);

  -- "ccc" on US$74.1 million 7.12% senior unsecured notes, due
     2015 (currently USD 14.8 million in the possession of non-
     KFSI owners)

Kingsway Financial Services Inc:

  -- "ccc" on CAD100 million 6% senior unsecured debentures, due
     2012 (currently CAD11.9 million outstanding)

All senior debt is unconditionally guaranteed by KFSI and KAI.


KORI PAGE: Case Summary & 10 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Kori J. Page
          aka Kori J. Jensen
        603 Seagaze Drive, #713
        Oceanside, CA 92054

Bankruptcy Case No.: 10-19528

Chapter 11 Petition Date: October 31, 2010

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

Judge: Peter W. Bowie

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

Estimated Assets: $0 to $50,000

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

A list of the Debtor's 10 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/casb10-19528.pdf


LAKEVIEW AT CAROLINA: Reorganization Case Converted to Chapter 7
----------------------------------------------------------------
The Hon. Stephani W. Humrickhouse of the U.S. Bankruptcy Court for
the Eastern District of North Carolina approved the conversion of
Lakeview at Carolina Beach, LLC's the Chapter to one under
Chapter 7 of the Bankruptcy Code.

The Court also directed the that the Debtor (i) immediately turn
over all records and property of the estate in its possession or
control to the trustee upon his appointment; (ii) file with the
court a final report and account of the Chapter 11 estate, listing
receipts and disbursements and disposition of any property.

Dallas, Texas-based Lakeview at Carolina Beach, LLC, filed for
Chapter 11 bankruptcy protection on July 19, 2010 (Bankr. E.D.
N.C. Case No. 10-05718).  Eric A. Liepins, Esq., who has an office
in Dallas, Texas, assisted the Company in its restructuring
effort.  The Company disclosed $10,902,000 in assets and
$9,486,585 in liabilities as of the Petition Date.


LAS VEGAS MONORAIL: District Judge Affirms Right to File Ch. 11
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Las Vegas Monorail Co. won out over bondholders who
wanted the reorganization halted entirely pending appeal from a
ruling by the bankruptcy judge in April concluding that the
company has the right to reorganize in Chapter 11.

Mr. Rochelle recounts that U.S. Bankruptcy Judge Bruce A. Markell
in Las Vegas previously ruled that Monorail isn't a municipality
and is therefore entitled to reorganize in Chapter 11.
Bondholders appealed.  Judge Markell denied a motion to stay the
Chapter 11 case pending appeal. The motion for a stay was made by
Ambac Assurance Corp., which provided insurance for the
bondholders.

Mr. Rochelle relates that on appeal, U.S. District Judge James
Mahan in Reno upheld the bankruptcy judge and refused to stop the
Chapter 11 case in an opinion handed down Oct. 29.  Judge Mahan
also ruled that the appeal wasn't being taken from a so-called
final order.  Judge Mahan said he therefore wouldn't hear the
appeal on eligibility for Chapter 11 until the reorganization is
concluded.  Judge Mahan also agreed with Markell by saying that
the bankruptcy rules don't allow halting an entire Chapter 11 case
when an appeal is taken from one decision.

                     About Las Vegas Monorail

Las Vegas, Nevada-based Las Vegas Monorail Company, organized by
the State of Nevada in 2000 as a nonprofit corporation, owns and
manages the Las Vegas Monorail.  The Monorail is a seven-stop,
elevated train system that travels along a 3.9-mile route near the
Las Vegas Strip.  LVMC has contracted with Bombardier Transit
Corporation to operate the Monorail.  Though it benefits from its
tax-exempt status due to being a nonprofit entity, LVMC claims to
be the first privately-owned public transportation system in the
nation to be funded solely by fares and advertising.  LVMC says it
receives no governmental financial support or subsidies.

The Company filed for Chapter 11 bankruptcy protection on
January 13, 2010 (Bankr. D. Nev. Case No. 10-10464).  Gerald M.
Gordon, Esq., at Gordon Silver, assists the Company in its
restructuring effort.  Alvarez & Marsal North America, LLC, is the
Debtor's financial advisor.  Stradling Yocca Carlson & Rauth is
the Debtor's special bond counsel.  Jones Vargas is the Debtor's
special corporate counsel.  The Company disclosed $395,959,764 in
assets and $769,515,450 in liabilities as of the Petition Date.

In May 2010, Ambac Assurance Corp. lost its bid to stay the
bankruptcy case while a district court considers whether the
bankruptcy court wrongly rejected Ambac's argument that Monorail
was a municipality and thus ineligible to be a Chapter 11 debtor.


LAWRENCE HERRERA: Case Summary & 14 Largest Unsecured Creditors
---------------------------------------------------------------
Joint Debtors: Lawrence Jake Herrera
               Sonya Epperson Herrera
               660 E. Galveston Street
               Gilbert, AZ 85295

Bankruptcy Case No.: 10-35184

Chapter 11 Petition Date: October 29, 2010

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

Judge: George B. Nielsen, Jr.

Debtors' Counsel: Harold I. Campbell, Esq.
                  CAMPBELL & COOMBS, P.C.
                  1811 S. Alma School Road, Suite 225
                  Mesa, AZ 85210
                  Tel: (480) 839-4828
                  Fax: (480) 897-1461
                  E-mail: heciii@haroldcampbell.com

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

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

A list of the Joint Debtors' 14 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/azb10-35184.pdf


LEHMAN BROTHERS: Bankr. Court Approves Danske Bank Settlement
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Lehman Brothers Holdings Inc. and Lehman Commercial
Paper Inc. to enter into an agreement with Danske Bank to settle
their dispute over the ownership of properties that were sold to
the bank.

The Court authorized Danske to assume the obligations of the
Lehman units arising from the documents securing the residential
mortgage loans and real estate owned (REO) properties as of
September 23, 2008.

The properties were sold to Danske under a 2007 deal, which the
bank and LCPI hammered out in connection with their 1999 master
repurchase agreement.  A dispute ensued between Danske and the
Lehman units after the latter defaulted under the MRA as a result
of their bankruptcy filing.

The settlement deal requires Danske and the Lehman units to issue
a joint direction to Aurora Loan Services LLC, authorizing the
disbursement of $1,197,112 to LCPI and $33,728,137 to Danske.
The remaining cash in the escrow account will be disbursed to
Danske.

Aurora Loan administers the escrow account where the proceeds
from the assets are deposited.  More than $34.9 million is
reportedly deposited in the account as of September 27, 2010.

                       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: Caixa Wins Approval to Assign Interest in Note
---------------------------------------------------------------
Caixa Geral De Depositos, S.A., a lender under an Uncommitted
Unsecured Master Promissory Note and Guarantee, dated
September 14, 2007, issued by Lehman Brothers Bankhaus
Aktiengesellschaft, Lehman Brothers International (Europe),
Lehman Commercial Paper Inc., Lehman Brothers Japan Inc., and
Lehman Brothers Holdings Inc. -- "the Borrowers" -- won approval
from the U.S. Bankruptcy Court for the Southern District of New
York to assign or transfer its interests in the Promissory Note
and its attendant claims against LBHI without further order of
the Court or obtaining prior consent from LBHI.

Barry N. Seidel, Esq., at Butzel Long, in New York, attorney for
Caixa Geral de Depositos, S.A., relates that the Borrowers, on
September 14, 2008, issued the Promissory Note to CGD for
$100,000,000.  Pursuant to the Promissory Note, on September 25,
2010, LBHI issued to CGD a Borrowing Notice, pursuant to which
LBHI borrowed $100,000,000 from CGD, Mr. Seidel says.

Mr. Seidel tells the Court that under the terms of the Promissory
Note, the commencement of a bankruptcy case by LBHI constitutes
an Event of Default.  Moreover, the filing of LBHI's Chapter 11
petition resulted in an automatic acceleration of the amounts due
under the Promissory Note, he adds.

According to Mr. Seidel, interest totaling $148,932 accrued on
the $100,000,000 borrowed by LBHI under the Promissory Note
during the period from August 27, 2008, through the Petition Date.
Therefore, as of the Petition Date, LBHI owed CGD $100,148,932
under the Promissory Note, Mr. Seidel maintains.

CGD, on January 30, 2009, filed a proof of claim against LBHI for
$100,148,932.

Mr. Seidel says CGD has requested that the Borrowers consent to
its assignment of its interests in the Promissory Note but has
not received any response to its request.

As a matter of public policy, the procedural consent provisions
in the Promissory Note should not be strictly enforced in the
context of LBHI's bankruptcy proceeding, because the assignee's
identity is no longer relevant to LBHI, as the Borrower under a
Promissory Note under which no further advances can be requested
and under which there is a payment default, Mr. Seidel asserts.
On the other hand, Mr. Seidel avers, CGD will be prejudiced if it
is not able to transfer its Claim to a willing buyer free of the
consent restrictions in the Promissory Note.

                       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: Taps Wollmuth as Counsel for Avoidance Suits
-------------------------------------------------------------
Lehman Brothers Holdings Inc. and its affiliated debtors won
approval of an application to employ Wollmuth Maher & Deutsch LLP
as special counsel effective September 9, 2010.

The Debtors tapped the firm to serve as their conflicts and
special litigation counsel in connection with the prosecution of
avoidance actions and other claims.

Wollmuth will provide legal assistance to the Debtors in
connection with litigation to be brought against certain
trustees, special purpose entities and debt holders that received
distributions as a result of the enforcement of provisions in
transaction documents that purport to reverse the priority of
payments on the occurrence of an event of default.

Wollmuth will be paid for its services on an hourly basis and
will be reimbursed for its expenses.  The firm's professionals
and their hourly rates are:

  Professionals           Hourly Rates
  -------------           ------------
  Partners                 $495-$615
  Counsel attorneys             $495
  Associates               $250-$425
  Paraprofessionals         $95-$195

In an affidavit, Paul DeFilippo, Esq., at Wollmuth, assures the
Court that the firm does not have interest materially adverse to
the interest of the Debtors' estate, and that the firm is a
"disinterested person" under section 101(14) of the Bankruptcy
Code.

Tracy Hope Davis, the United States Trustee for Region 2, said
she has reviewed the Application.  Based on that review and on
her monitoring of the Debtors' bankruptcy cases, she said she has
no objection to 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: UP Recovery Seeks Immediate Claim Payment
----------------------------------------------------------
Paul Batista, Esq., in New York, relates that Unclaimed Property
Recovery Service, Inc., has identified and claimed more than
$8.4 million in unclaimed funds in the name of Lehman Brothers,
Inc., its predecessors, subsidiaries and other Lehman entities
held by the New York State Office of Unclaimed Funds.  He notes
that as of October 28, 2010, $8,451,918 has been deposited by NYS
OUF and additional Lehman Unclaimed Funds will be deposited over
the next several weeks.

However, in defiance of an order entered by the Court on May 25,
2010, the Court's repeated admonitions to James W. Giddens, as
SIPA trustee for Lehman Brothers Inc., and UPRS's accomplishments,
LBI has refused to pay any portion of the fee to which UPRS is
entitled.

Accordingly, UPRS asks the Court to enter an order directing LBI
to pay UPRS the minimum payment due totaling $750,000 within five
days of the Court's approval of UPRS' Request.

                       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 INC: Said to be Preparing Prepackaged Bankruptcy
-----------------------------------------------------------
Loehmann's Inc. may file for bankruptcy protection as soon as next
week after failing to reach an accord with creditors that would
let it restructure outside court protection, Lauren Coleman-
Lochner and Jonathan Keehner at Bloomberg News report, citing two
people familiar with the plan.

Loehmann's, according to the people, is preparing a so-called
prepackaged bankruptcy, in which a company and its creditors agree
to key terms before filing a petition with the court.

"Discussions are ongoing, so the company is not prepared to
comment further now," said Amy Rosenberg, a spokeswoman for
Loehmann's.

Loehmann's is working with law firm Cleary Gottlieb Steen &
Hamilton LLP and Perella Weinberg Partners, according to the
people.

The Bronx, New York-based company is owned indirectly by Istithmar
PJSC, an investment firm owned by the government of Dubai.
Istithmar is weighing a new equity investment in the reorganized
company of as much as $15 million, according to the people.

On Oct. 29, acting Istithmar Chief Executive Officer Andy
Watson said his company "continues to be supportive" of
Loehmann's.  Istithmar is "actively working with management,
bondholders and other stakeholders to find a mutually agreeable
position to save the company," Watson said, according to an e-
mailed statement then.

Loehmann's is a discount retailer with more than 60 stores.
Loehmann's, founded almost 90 years ago, sells clothes from brands
such as Michael Kors, Calvin Klein and Donna Karan at more than 55
U.S. stores.


M&T BANK: Wilmington Trust Deal Cues Moody's Rating Reviews
-----------------------------------------------------------
Moody's Investors Service placed the ratings of M&T Bank
Corporation and its subsidiaries under review for possible
downgrade.  The holding company is rated A3 for senior debt and
its lead bank, Manufacturers & Traders Trust Company, is rated C+
for stand-alone bank financial strength and A2/Prime-1 for
deposits.  In a related action, Moody's placed the ratings of
Wilmington Trust Corporation and its subsidiary, Wilmington Trust
Company, under review with the direction uncertain.  The holding
company has an issuer rating of Baa3 and the bank is rated C- for
stand-alone bank financial strength and Baa2/Prime-2 for deposits.

The rating reviews follow the announcement that M&T has entered
into a definitive agreement to acquire Wilmington Trust in an all
stock transaction valued at $351 million.

Moody's said the review on M&T will focus on the company's capital
management plans, particularly its tangible common equity position
following the acquisition, as well as its plans to repay TARP
preferred stock.  M&T's capital position has traditionally been
managed to lower levels than similarly-rated peers.  In Moody's
view, this is a credit challenge especially considering M&T's
sizable concentration in commercial real estate, which will
increase with the acquisition.

Moody's noted that M&T's current ratings are supported by its
diversified regional consumer and commercial banking businesses in
the Northeast and Mid-Atlantic states and its strong underlying
operating efficiency.  In addition, M&T has remained profitable
and demonstrated lower earnings volatility than many of its large
U.S. regional bank peers throughout the crisis by effectively
managing its credit costs.

Moody's said the review on Wilmington Trust will focus on the
likelihood of completion of the transaction with M&T.  If the
transaction is completed as planned, Wilmington Trust's ratings
would likely be upgraded to those of M&T.

If the transaction is terminated and no alternative capital plans
are announced, a multi-notch downgrade of Wilmington Trust's
ratings is possible.  Wilmington Trust's losses, which have been
driven by its high commercial real estate exposure and are likely
to remain elevated in the near-term, could lead to further
significant reductions in its capital base.  This would be
magnified by the company's inability to tax-effect future losses
because of the large valuation allowance on its deferred tax
asset.  At September 30, 2010, following its $365 million net
loss, Wilmington Trust's Tier 1 Common Ratio was 5.65%, which is a
low level.  Additionally, Wilmington Trust's fee-generating
businesses could be compromised by customer attrition to the
extent that losses continue and/or the M&T transaction does not
get completed.

The last rating action on M&T was on May 14, 2009, when Moody's
downgraded the long-term ratings of M&T Bank Corporation (senior
debt to A3 from A2) and its subsidiaries, including its lead bank
(bank financial strength to C+ from B-; deposits to A2 from A1).

Moody's last rating action on Wilmington Trust was on April 24,
2009, when Moody's downgraded the long-term ratings of Wilmington
Trust Corporation (issuer rating to Baa3 from Baa1) and Wilmington
Trust Company (bank financial strength rating to C- from C;
deposits to Baa2 from A3).

M&T Bank Corporation is headquartered in Buffalo, New York and
reported assets of $68.2 billion at September 30, 2010.
Wilmington Trust Corporation is headquartered in Wilmington,
Delaware and reported assets of $10.4 billion at September 30,
2010.

On Review for Possible Downgrade:

Issuer: Allfirst Preferred Asset Trust

  -- Preferred Stock Preferred Stock, Placed on Review for
     Possible Downgrade, currently Baa2

Issuer: Allfirst Preferred Capital Trust

  -- Preferred Stock Preferred Stock, Placed on Review for
     Possible Downgrade, currently Baa2

Issuer: First Maryland Capital I

  -- Preferred Stock Preferred Stock, Placed on Review for
     Possible Downgrade, currently Baa2

Issuer: First Maryland Capital II

  -- Preferred Stock Preferred Stock, Placed on Review for
     Possible Downgrade, currently Baa2

Issuer: M&T Bank Corporation

  -- Issuer Rating, Placed on Review for Possible Downgrade,
     currently A3

  -- Multiple Seniority Shelf, Placed on Review for Possible
     Downgrade, currently (P)Baa3, (P)A3

  -- Senior Unsecured Regular Bond/Debenture, Placed on Review for
     Possible Downgrade, currently A3

Issuer: M&T Capital Trust I

  -- Preferred Stock Preferred Stock, Placed on Review for
     Possible Downgrade, currently Baa2

Issuer: M&T Capital Trust II

  -- Preferred Stock Preferred Stock, Placed on Review for
     Possible Downgrade, currently Baa2

Issuer: M&T Capital Trust III

  -- Preferred Stock Preferred Stock, Placed on Review for
     Possible Downgrade, currently Baa2

Issuer: M&T Capital Trust IV

  -- Preferred Stock Preferred Stock, Placed on Review for
     Possible Downgrade, currently Baa2

  -- Preferred Stock Shelf, Placed on Review for Possible
     Downgrade, currently (P)Baa2

Issuer: M&T Capital Trust V

  -- Preferred Stock Shelf, Placed on Review for Possible
     Downgrade, currently (P)Baa2

Issuer: M&T Capital Trust VI

  -- Preferred Stock Shelf, Placed on Review for Possible
     Downgrade, currently (P)Baa2

Issuer: Manufacturers and Traders Trust Company

  -- Bank Financial Strength Rating, Placed on Review for Possible
     Downgrade, currently C+

  -- Issuer Rating, Placed on Review for Possible Downgrade,
     currently A2

  -- OSO Rating, Placed on Review for Possible Downgrade,
     currently P-1

  -- Deposit Rating, Placed on Review for Possible Downgrade,
     currently P-1

  -- OSO Senior Unsecured OSO Rating, Placed on Review for
     Possible Downgrade, currently A2

  -- Subordinate Regular Bond/Debenture, Placed on Review for
     Possible Downgrade, currently A3

  -- Senior Unsecured Deposit Rating, Placed on Review for
     Possible Downgrade, currently A2

On Review Direction Uncertain:

Issuer: Wilmington Trust Company

  -- Bank Financial Strength Rating, Placed on Review Direction
     Uncertain, currently C-

  -- Issuer Rating, Placed on Review Direction Uncertain,
     currently Baa2

  -- OSO Rating, Placed on Review Direction Uncertain, currently
     P-2

  -- Deposit Rating, Placed on Review Direction Uncertain,
     currently P-2

  -- OSO Senior Unsecured OSO Rating, Placed on Review Direction
     Uncertain, currently Baa2

  -- Senior Unsecured Deposit Rating, Placed on Review Direction
     Uncertain, currently Baa2

Issuer: Wilmington Trust Corporation

  -- Issuer Rating, Placed on Review Direction Uncertain,
     currently Baa3

  -- Multiple Seniority Shelf, Placed on Review Direction
     Uncertain, currently (P)Ba1, (P)Baa3

  -- Subordinate Regular Bond/Debenture, Placed on Review
     Direction Uncertain, currently Ba1

Outlook Actions:

Issuer: Allfirst Preferred Asset Trust

  -- Outlook, Changed To Rating Under Review From Negative

Issuer: Allfirst Preferred Capital Trust

  -- Outlook, Changed To Rating Under Review From Negative

Issuer: First Maryland Capital I

  -- Outlook, Changed To Rating Under Review From Negative

Issuer: First Maryland Capital II

  -- Outlook, Changed To Rating Under Review From Negative

Issuer: M&T Bank Corporation

  -- Outlook, Changed To Rating Under Review From Negative

Issuer: M&T Capital Trust I

  -- Outlook, Changed To Rating Under Review From Negative

Issuer: M&T Capital Trust II

  -- Outlook, Changed To Rating Under Review From Negative

Issuer: M&T Capital Trust III

  -- Outlook, Changed To Rating Under Review From Negative

Issuer: M&T Capital Trust IV

  -- Outlook, Changed To Rating Under Review From Negative

Issuer: M&T Capital Trust V

  -- Outlook, Changed To Rating Under Review From Negative

Issuer: M&T Capital Trust VI

  -- Outlook, Changed To Rating Under Review From Negative

Issuer: Manufacturers and Traders Trust Company

  -- Outlook, Changed To Rating Under Review From Negative

Issuer: Wilmington Trust Company

  -- Outlook, Changed To Rating Under Review From Negative

Issuer: Wilmington Trust Corporation

  -- Outlook, Changed To Rating Under Review From Negative


MAGIC BRANDS: Seeks More Time to Finalize Liquidation Plan
----------------------------------------------------------
The bankruptcy estate of Fuddruckers Inc. said it needs more time
to engineer a liquidation plan following the sale of its hamburger
restaurants to Luby's cafeteria chain. Deel LLC -- the name
bestowed upon Fuddruckers' bankruptcy case in the wake of its sale
this summer -- is seeking to maintain control of its proceedings
for an extra 60 days as it continues to wind down its business and
puts the final touches on its Chapter 11 proposal, Dow Jones' DBR
Small Cap reports.

According to the report, the company said it spent the first three
months of its case stabilizing its business and launching its sale
process, which culminated with a winning offer from Luby's at a
June 17 auction.  The sale closed on July 26. Since then, the
company has been drafting a creditor-repayment proposal, the
report notes.

But it said it still needs more time to move toward a confirmation
hearing, the report adds.

                         About Magic Brands

Headquartered in Austin, Texas, Magic Brands, LLC --
http://www.fuddruckers.com/-- operated 62 Fuddruckers locations
in 11 states and 3 Koo Koo Roo restaurants in California.

Magic Brands, LLC, and its operating units filed for Chapter 11
protection on April 21, 2010 (Bankr. D. Del. Lead Case No. 10-
11310).  It estimated assets of up to $10 million and debts at
$10 million to $50 million in its Chapter 11 petition.  Affiliate
Fuddruckers, Inc., also filed, estimating assets and debts at
$50 million to $100 million.

FocalPoint Securities, LLC, serves as investment banker to Magic
Brands, and Goulston & Storrs serves as lead bankruptcy counsel.
Kurtzman Carson Consultants, LLC, is the claims and notice agent.

In July 2010, Magic Brands closed the sale of the Fuddruckers
stores and franchise business to restaurant operator Luby's Inc.
for $63.5 million.  The Company changed its name to Deel, LLC
following the completion of the sale.


MARK LOWRY: Case Summary & 6 Largest Unsecured Creditors
--------------------------------------------------------
Joint Debtors: Mark R. Lowry
               Venessa H. Lowry
               6435 Louina Road
               Roanoke, AL 36274

Bankruptcy Case No.: 10-81746

Chapter 11 Petition Date: October 29, 2010

Court: U.S. Bankruptcy Court
       Middle District of Alabama (Opelika)

Judge: William R. Sawyer

Debtors' Counsel: John M. Caraway, Jr., Esq.
                  CAMPBELL & CAMPBELL, P.C.
                  P.O. Drawer 756
                  Talladega, AL 35161-0756
                  Tel: (256) 761-1858
                  Fax: (256) 362-5966
                  E-mail: John@campbellandcampbellpc.com

Scheduled Assets: $4,121,684

Scheduled Debts: $3,849,081

A list of the Joint Debtors' six largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/almb10-81746.pdf


MARSHALL GROUP: Plan of Reorganization Wins Court Approval
----------------------------------------------------------
The Hon. Randall L. Dunn of the U.S. Bankruptcy Court for the
District of Oregon confirmed the Plan of Reorganization for The
Marshall Group, LLC.

As reported in the Troubled Company Reporter on June 29, 2010,
Conrad Myers, Chapter 11 trustee for the Debtor, submitted a Plan
proposed by the creditors of the Debtor's estate.

The Plan contemplates that unsecured creditors that each have
claims in excess of $100 will be paid from excess cash flow from
operation of the Reorganized Debtor's business, after certain
other payments to creditors are made.  In addition, unsecured
creditors will receive the net proceeds from the ultimate sale of
the clinics.  The Trustee anticipates $1 million and $1.5 million
available to pay creditors over a period of 24 to 60 months.  The
trustee estimates this will lead to a distribution of between 10%
and 20% (without a discount for the time value of money) to each
unsecured creditor.

Unsecured creditors owed less than $100 may either receive (1) a
cash payment of 20% of their claim within 30 days of the effective
date of the Plan, or (2) receive a voucher for services equal to
the greater of 50% of their claim or $15.

A full-text copy of the confirmation order and the Second Amended
Plan is available for free at:

     http://bankrupt.com/misc/MarshallGroup_2ndAmendedPlan.pdf

                   About The Marshall Group LLC

The Marshall Group LLC owns and operates two medical clinics --
one in Redmond, Oregon, and the second in McMinnville, Oregon.
The Debtor also owns several parcels of real property in
McMinnville, Oregon.  There is a new three-story office building,
former hotel, restaurant, and 2 empty houses on the McMinnville
Complex.  The Debtor has completed construction of the first floor
of its office building.  It has leased space on the first floor.
Construction on the second and third floors is not completed.

The Company filed for Chapter 11 protection on Sept. 4, 2008
(Bankr. D. Ore. Case No. 08-34585).  Gary U. Scharff, Esq., at
Gary Underwood Scharff Law Office, in Portland, Oregon, serves as
bankruptcy counsel to the Debtor.  The Debtor disclosed
$12,559,346 in assets and $12,913,569 in liabilities as of the
Petition Date.


MCKESSON CORP: US Oncology Deal Cues Moody's to Keep 'Ba1' Rating
-----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of McKesson
Corporation (Baa2/Prime-2) and its stable outlook following news
that the company has signed a definitive agreement to acquire U.S.
Oncology for approximately $2.16 billion.  At the same time,
Moody's is placing the ratings of U.S. Oncology Holdings, Inc.
(CFR of B2) and U.S. Oncology, Inc., under review for possible
upgrade.  Moody's understands that McKesson plans to refinance the
existing debt of U.S. Oncology, which will add about $1.7 billion
of incremental debt to its balance sheet.  Moody's anticipates
that U.S. Oncology's existing ratings will be withdrawn if the
debt is taken out.

"Moody's believe the acquisition of U.S. Oncology will reduce
McKesson's flexibility to engage in further acquisitions, but its
financial strength measures should remain at levels appropriate
for its Baa2 rating," said Diana Lee, a Moody's Senior Credit
Officer.  "This is among the largest acquisitions that McKesson
has made in the recent past and comes on the heels of an
accelerated buyback initiative," continued Ms. Lee.

U.S. Oncology should offer McKesson greater opportunities to
partner with community-based oncologists, augmenting its existing
specialty distribution business.  However, U.S. Oncology's EBITDA
levels and margins have been under pressure in recent years as
tougher ESA (erythropoietin-stimulating agent) prescribing
guidelines for treating anemia in cancer patients continue to
affect profitability.  Moody's believe that the impact of further
requirements or guidelines, including the potential for CMS to
issue a national coverage decision on the use of ESAs is unknown
at this time.

McKesson's Baa2 rating reflects its position as one of the
nation's leading drug distributors, but also considers extremely
thin operating margins that remain subject to pressure from
customers.  Compared to its peers, however, McKesson does benefit
from its higher margin technology solutions business, which
accounts for about 15-20% of operating profits.

The stable outlook reflects Moody's expectation that as McKesson
takes on this incremental debt, it will sustain, at a minimum,
financial strength ratios consistent with a Baa2 rating (including
FCF/Debt of 20%).  It further assumes that the company is likely
to maintain leverage below the upper end of its 30-40% target
reported Debt/Capitalization ratio.

If future debt-financed acquisitions or buybacks result in
leverage that is sustained at the high end of or above the
company's targeted Debt/Capitalization ratio, financial strength
measures fall below those consistent with a Baa2 rating, or
margins show material deterioration, the ratings could be
downgraded.

In light of incremental debt, an upgrade is unlikely over the
foreseeable future.  Over time, if the company can sustain ongoing
margin improvement, achieve greater balance across its various
distribution and IT segments, as well as return to more moderate
levels of acquisition and share buyback activity, the ratings
could face upward pressure.

Ratings affirmed:

McKesson Corporation

  -- Baa2 senior unsecured notes
  -- Baa2 backed industrial revenue bonds
  -- (P)Baa2 senior unsecured shelf
  -- (P)Baa3 subordinated shelf
  -- (P)Baa3 senior subordinated shelf
  -- (P)Baa3 junior subordinated shelf
  -- (P)Ba1 preferred shelf
  -- Prime-2 short-term rating
  -- McKesson Canada Corporation
  -- Prime-2 short-term rating

Ratings placed under review for possible upgrade:

U.S. Oncology Holdings, Inc.

  -- B2 Corporate Family Rating
  -- B2 PDR
  -- Caa1 (LGD6, 90%) senior unsecured notes

U.S. Oncology, Inc.

  -- Ba3 (LGD2, 27%) senior secured 2nd lien notes
  -- B3 (LGD5, 74%) senior subordinated notes

The last rating action for McKesson was taken on June 21, 2010,
when Moody's raised the company's long term and short term ratings
to Baa2 and Prime-2, respectively.  The last rating action for
U.S. Oncology was taken on June 4, 2009, when Moody's assigned a
Ba3 rating to the company's new second lien secured notes and
upgraded the existing senior notes to Ba3.

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

McKesson Corporation, located in San Francisco, California, is a
leading pharmaceutical drug distributor.  Its information systems
business provides software and hardware support to a large portion
of the nation's hospitals.  The company reported revenues of about
$110 billion for the twelve months ended September 30, 2010.


MEADOWS OF JUPITER: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Meadows of Jupiter Florida Condo, LLC
        6701 Mallards Cove Road
        Jupiter, FL 33458

Bankruptcy Case No.: 10-43407

Chapter 11 Petition Date: October 29, 2010

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

Judge: Paul G. Hyman, Jr.

Debtor's Counsel: David L. Merrill, Esq.
                  7777 Glades Road, #400
                  Boca Raton, FL 33434
                  Tel: (561) 477-7800
                  E-mail: dlmerrill@sbwlawfirm.com

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

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

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/flsb10-43407.pdf

The petition was signed by Robert Littman, manager.


MERUELO MADDUX: Opposes Equityholders' Plea to Delay Voting
-----------------------------------------------------------
Meruelo Maddux Properties Inc., et al., ask the U.S. Bankruptcy
Court for the Central District of California to deny the motion
filed by the Official Committee of Equity Holders to reconsider
the Court oral ruling approving the amended Disclosure Statement
explaining the Debtors' Plan of Reorganization.

As reported in the Troubled Company Reporter on October 26, 2010.
The Equity Committee requested that the Court enter an order not
later than November 15, which is five business days before the
November 22 voting deadline on the Debtors' plan, (i) striking the
Voting Condition from the Debtors' Disclosure Statement and the
Debtors' Plan; and (ii) amending the Court's Disclosure Statement
Approval Order only to the extent necessary to grant the relief.

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

The Debtors explain that the Court already rejected the exact
arguments made by the OEC in the motion and the factual premise
upon which the OEC objects is still flawed.  Accordingly, the
Court must - again - overrule the OEC's objection by denying the
motion.

At the October 6 hearing on approval of their disclosure
statement, the OEC's attorney objected on grounds that certain
corporate governance provisions contained in the Plan and
Disclosure Statement were improper.  The Court overruled the OEC's
objection and ruled that the objections made by the OEC to the
Plan would be dealt with at confirmation.

The Debtors also stressed that:

   -- there is nothing in the Plan that compels OEC members to
      vote in favor of the Plan or state a preference in favor of
      the Plan.  The OEC members are free to vote as they wish,
      and even the OEC does not dispute that committee members are
      free to cast their votes as individuals, not committee
      members;

   -- the OEC's allegation that the Debtors included the so-called
      Voting Condition in response to the OECs objection to the
      Debtors' proposed solicitation letter is speculative and
      false; and

   -- the OEC's claim that the Plan violates the Code also lacks
      merit, and even the OEC devotes only a few sentences to that
      assertion.

The Debtors add that the OEC provided no basis for reconsideration
of the Court's order approving the Disclosure Statement and simply
wants to waste time relitigating arguments already rejected by the
Court.

The Debtors propose a hearing on November 10 at 9:30 a.m., to
consider their objection to the OEC's motion to reconsider the
Court's ruling.

                     Three Competing Plans

Three parties have filed competing plans for Meruelo Maddux:

  (1) The Company.

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

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

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

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

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

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

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

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

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

                       About Meruelo Maddux

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


MOOG INC: Moody's Changes Outlook to Stable, Affirms 'Ba2' Rating
-----------------------------------------------------------------
Moody's Investors Service has changed the rating outlook of Moog,
Inc., to stable from negative and affirmed all existing ratings,
including the corporate family rating of Ba2.

The outlook change reflects expectation of a favorable operating
trend that will bring credit metrics in line with the Ba2 rating.
Firming commercial aircraft build and industrial production levels
should sustain positive organic growth and free cash of, at least,
$60 million annually.  Moody's believe that Moog's diversification
and growth strategy can be sustained while keeping a moderate
financial profile.  Moody's expect EBITA to average assets between
8% to 10% with debt to EBITDA below 4.0x (last twelve months ended
July 3, 2010, 8% and 3.9x, respectively, Moody's adjusted basis).
The outlook does not assume FY2009's more aggressive financial
policy, whereby acquisition spend drove the return/leverage
balance below the Ba2 bandwidth.

The stable outlook also incorporates the expectation that Moog
will maintain good liquidity.  As operating performance improved
during FY2010, Moog pulled back on acquisitions, boosting revolver
repayment.  With lower revolver debt and better performance,
greater covenant compliance headroom followed; healthy headroom
should continue.

The Ba2 corporate family rating reflects competitive products,
good margins and moderate financial policy.  Presence on a number
of commercial and defense aircraft platforms provides base
earnings while Moog's other segments mature and support higher
returns.  The good liquidity profile provides some offset to
acquisition focus and a still-soft U.S. economy.

Ratings affirmed:

  -- Corporate family and probability of default Ba2

  -- $200 million 6.25% senior subordinated notes due 2015, Ba3
     LGD 5, 80%

  -- $200 million 7.25% senior subordinated notes due 2018, Ba3
     LGD 5, 80%

Moody's last rating announcement on Moog occurred April 16, 2009,
when the rating outlook was changed to negative from stable and
the Ba2 corporate family rating was affirmed.

Moog, Inc., headquartered in East Aurora, NY, is a designer and
manufacturer of high performance precision motion control products
and systems for aerospace and industrial markets.  The company
operates within five segments: Aircraft Controls, Space and
Defense Controls, Industrial Systems, Components, and Medical
Devices.  Moog had last twelve months ended July 3, 2010 revenues
of about $2.0 billion.


NON-INVASIVE MONITORING: Morrison Brown Raises Going Concern
------------------------------------------------------------
Non-Invasive Monitoring Systems, Inc., filed on October 29, 2010,
its annual report on Form 10-K for the fiscal year ended July 31,
2010.

Morrison, Brown Argiz & Farra, LLP, in Miami, Florida, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
has experienced recurring net losses, cash outflows from operating
activities and has an accumulated deficit and substantial purchase
commitments.

Further, the independent auditors noted that the Company
terminated its agreement with its supplier of products.  The
supplier has demanded the Company to purchase inventory at levels
sufficient to fulfill the minimum three-year purchase obligation
under the agreement.  The Company is currently unable to fund such
a purchase and is attempting to resolve the issue.  The Company
also has net receivables of approximately $200,000 from the
supplier, and tooling and equipment with a net book value of
approximately $283,000 is in the possession of the supplier in
Asia.  The ultimate realization of the assets is dependent on the
Company's ability to resolve the issue with the supplier.  The
loss of the business relationship with the supplier could also
adversely impact the Company's business operations.

The Company reported a net loss of $1.6 million on $617,000 of
revenues for fiscal 2010, compared to a net loss of $1.8 million
on $546,000 of revenue for fiscal 2009.

At July 31, 2010, the Company's balance sheet showed $1.6 million
in total assets, $925,000, and stockholders' equity of $706,000.

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

               http://researcharchives.com/t/s?6d3e

                  About Non-Invasive Monitoring

Based in Miami, Florida, Non-Invasive Monitoring Systems Inc.
(OTC BB: NIMU) -- http://www.nims-inc.com/-- is primarily engaged
in the research, development, manufacturing and marketing of a
line of motorized, non-invasive, whole body, periodic acceleration
platforms, which are intended as aids to improve circulation and
joint mobility, relieve minor aches and pains, relieve morning
stiffness, relieve troubled sleep and as mechanical feedback
devices for slow rhythmic breathing exercise for stress
management.


NORTH COAST: A.M. Best Assigns 'C+' Financial Strength Rating
-------------------------------------------------------------
A.M. Best Co. has placed under review with positive implications
the financial strength rating (FSR) of C+ (Marginal) and issuer
credit rating (ICR) of "b-" of North Coast Life Insurance Company
(North Coast) (Spokane, WA).

The rating actions are based on the October 19, 2010 announcement
by North Coast of its intention to be acquired by Government
Personnel Mutual Life Insurance Company (GPM).  Under the proposed
agreement, North Coast would continue operations as a subsidiary
of GPM.  Following regulatory approval, the change in ownership is
expected to take effect by December 31, 2010, but could extend
into the first quarter of 2011.

A.M. Best notes that North Coast and GPM have previously been
strategic partners, as they have had a reinsurance agreement in
place since 2008.  The positive implications reflect the potential
incorporation of North Coast policyholders into a stronger
organization.

The FSR of A- (Excellent) and ICR of "a-" of GPM are unchanged by
this transaction.


NPC INTERNATIONAL: Moody's Affirms 'B2' Corporate Family Rating
---------------------------------------------------------------
Moody's Investors Service affirmed all the ratings of NPC
International, Inc., including the company's B2 Corporate Family
and Probability of Default ratings, Ba3 senior secured rating,
Caa1 senior subordinated note rating, and SGL-3 Speculative Grade
Liquidity rating.  Moody's also changed the outlook to stable from
negative.

"The change in outlook to stable from negative reflects Moody's
view that NPC's debt protection metrics should remain within a
range appropriate for a B2 rating despite weak consumer spending
as the company focuses on stabilizing same store sales and
reducing debt," stated Bill Fahy, Moody's Senior Analyst.  Over
the last couple of quarters same store sales turned significantly
positive, after several quarters of negative same store sales, as
the company materially reduced prices on all pizzas in an effort
to provide value to consumers.  "Although this negatively impacted
margins, management recently refined its pricing strategy which
should help to stabilize margins," stated Fahy.

Affirmation of the B2 Corporate Family Rating reflects the
benefits NPC derives from its meaningful scale within the Pizza
Hut franchise system, somewhat flexible cost structure, and
adequate liquidity.  The ratings are constrained by its relatively
high leverage and modest coverage, as well as its limited product
offering and concentrated day part versus peers, and limited
geographic diversity.

Factors that could result in an upgrade include a sustained
improvement in operating performance and debt protection metrics
driven by profitable same store sales growth.  An upgrade would
also require the Pizza Hut organization (owned by YUM! Brands
International) to develop and implement a successful long-term
marketing strategy for the Pizza Hut system.  Quantitatively, an
upgrade would require debt-to-EBITDA of about 4.5 times and EBITA
interest coverage approaching 1.75 times.  A higher rating would
also require the company maintaining adequate liquidity and
refinancing its revolving credit facility well in advance of its
2012 expiration.

Factors that could cause a downgrade include a deterioration in
operating earnings or debt protection metrics as a result of an
inability to drive profitable same store sales on a sustained
basis.  Specifically, a downgrade could occur if debt-to-EBITDA
exceeded 6.0 times or EBITA coverage of interest fell below 1.25
times.  A downgrade is also possible in the event NPC was unable
to maintain adequate liquidity or refinance its revolving credit
facility well before its expiration.

NPC International, Inc., is the largest Pizza Hut franchisee
operating 1,143 units in twenty-eight states with concentrations
in the Midwest, Southern and Southeastern regions of the United
States.  Headquartered in Overland Park, Kansas, total revenues
are around $940 million.


NUTRACEA: Plan of Reorganization Approved by Bankruptcy Court
-------------------------------------------------------------
NutraCea disclosed on October 27, 2010 the U.S. Bankruptcy Court
for the District of Arizona entered an order confirming the
company's First Amended Plan of Reorganization.  Creditors voted
overwhelmingly in favor of the Plan.

W. John Short, Chairman and CEO, commented, "The Bankruptcy
Court's approval of our Plan of Reorganization is an important
milestone for our company and further positions NutraCea for
emergence from Chapter 11 before year end.  I am extremely proud
of the job done by our employees, who contributed to making this
restructuring a success and are the foundation for the continued
growth our company.  I also want to thank our Board of Directors
and professional advisors for their support and counsel during
this process.  Finally, I am most appreciative for the support and
confidence that our secured and unsecured creditors demonstrated
by voting overwhelmingly in favor of the Plan."

Mr. Short, continued, "Since our filing for voluntary Chapter 11
protection nearly a year ago, we have worked hard to take best
advantage of the court supervised protection provided under
chapter 11 of the US Bankruptcy Code to restructure NutraCea so
we can emerge a stronger, more viable company.  Since mid-2009 we
have divested non-core businesses including a wheat milling joint
venture, a nutraceuticals distribution business, our equine feed
brands and the infant cereal business.  In addition, we have
reduced payroll and operating expenses by approximately
$4.6 million annually and strengthened our management team with
the addition of Dale Belt as EVP and CFO, Colin Garner as SVP of
Sales and the promotion of Leo Gingras to President."

Mr. Short concluded, "We are rebuilding NutraCea by focusing on
our core businesses of stabilized rice bran (SRB), rice bran oil
(RBO) /defatted rice bran (DRB) and rice bran-related
nutraceutical and pharmaceutical applications. We are confident
that this focus will provide us with a solid foundation to grow
our company for the benefit of our shareholders, employees,
customers, suppliers, creditors and other stakeholders. "

A summary of the material terms of the Plan is listed in the 8-K
filed with the Securities and Exchange Commission today.

                          About NutraCea

Phoenix, Arizona-based NutraCea is a world leader in production
and utilization of stabilized rice bran.  NutraCea holds many
patents for stabilized rice bran production technology and
proprietary products derived from SRB.  NutraCea's proprietary
technology enables the creation of food and nutrition products to
be unlocked from rice bran, normally a waste by-product of
standard rice processing.

Nutracea filed for Chapter 11 bankruptcy protection November 10,
2009 (Bankr. D. Ariz. Case No. 09-28817).  S. Cary Forrester,
Esq., at Forrester & Worth, PLLC, assists the Company in its
restructuring effort.  The Company estimated assets of $50 million
to $100 million and debts of $10 million to $50 million in its
Chapter 11 petition.


NY TIMES: Moody's Assigns 'B1' Rating to $200 Mil. Senior Notes
---------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to The New York
Times Company's proposed $200 million senior unsecured notes due
2016 and changed the rating outlook to positive from stable.
Moody's also affirmed NY Times' B1 Corporate Family Rating and B1
Probability of Default Rating, and upgraded the speculative-grade
liquidity rating to SGL-2 from SGL-3.  NY Times plans to utilize
the net proceeds from the proposed notes for general corporate
purposes, including repayment of outstanding indebtedness and
contributions to the company's defined benefit pension plans.
Moody's believes the company will utilize part of the note
proceeds along with cash to fund a call of the $250 million
14.053% notes issued to affiliates of Carlos Slim Helu (Slim
notes).  The Slim notes are callable in January 2012 and the
company has publicly indicated its intent to retire the notes to
reduce interest expense.  Loss given default point estimates were
updated to reflect the company's updated debt structure.

Assignments:

Issuer: New York Times Company (The)

  -- Senior Unsecured Regular Bond/Debenture due 2016, Assigned
     B1, LGD4 - 56%

LGD Changes:

Issuer: New York Times Company (The)

  -- Senior Unsecured Regular Bond/Debentures, Changed to LGD4 -
     56% from LGD4 - 57% (no change to B1 rating)

Upgrades:

Issuer: New York Times Company (The)

  -- Speculative Grade Liquidity Rating, Upgraded to SGL-2 from
     SGL-3

Outlook Actions:

Issuer: New York Times Company (The)

  -- Outlook, Changed To Positive From Stable

                        Ratings Rationale

The change in the rating outlook to positive reflects Moody's
expectation that NY Times will generate meaningful free cash flow
in a $130-150 million range in 2011 and 2012 and that the company
will continue to utilize that cash flow to reduce debt and
leverage, despite anticipated pressure on earnings.  Moody's
believes the conservative leverage targeted by the company will
continue to guide its use of free cash flow.  Gross balance sheet
debt and cash interest expense will increase in the near term as a
result of the proposed 2016 note offering, but should drop below
current levels once the Slim notes are called.  Moody's also
expects NY Times will retire the $75 million MTN's due in
September 2012 with cash and continue to make contributions to its
pension plans, which will be considered debt reduction.

Moody's remains cautious about the newspaper advertising
environment in 2011 and does not anticipate a resumption of
revenue growth in the near term.  Moody's nevertheless anticipates
NY Times will continue to manage its costs prudently and take
steps such as the rollout of the previously announced pay model
for The New York Times newspaper to mitigate declines in print
advertising.  Moody's believes the strong position of the Times as
the paper of record in national news will prevent significant
cannibalization of online readership and advertising when the pay
model is introduced.  The pace of de-leveraging will slow as
Moody's does not expect the 75% jump in EBITDA in 2010's first
nine months (driven by cost reductions) will be repeated, but
continued declines in debt (including the underfunded pension,
which Moody's views as debt) and leverage could position the
company for an upgrade.

NY Times' B1 CFR continues to reflect its significant global news
and information infrastructure that supports high quality content,
which appeals to a large and affluent customer base that is
attractive to advertisers.  The company derives the majority of
its revenue from newspapers and its revenue is under significant
long-term pressure due to heightened competition from online and
mobile news and information content providers and also vulnerable
to cyclical downturns.  The transition to a more digital-oriented
revenue base will likely be disruptive as circulation and
advertising rates are expected to be lower than existing print
rates.  Debt-to-EBITDA leverage of 4.3x (LTM 9/26/10 incorporating
Moody's standard adjustments) is high, particularly for an
industry that Moody's believes should be conservatively levered
given the cyclicality and long-term competitive challenges.
However, Moody's anticipates leverage will decline to a level at
or below 4x in 2012 factoring in anticipated debt reduction and
EBITDA declines in the 7-11% range in 2011 and 2012.

The new notes will be senior unsecured and unguaranteed
obligations of NY Times and will rank equally with its existing
and future senior unsecured debt.  The B1 rating and LGD4-56%
assessment on the notes reflect the structural subordination to
non debt operating company liabilities such as trade payables,
pensions and leases.  Similar to the Slim notes, the proposed 2016
notes have a more restrictive covenant package than the 5% notes
due 2015 including a change of control put and limitations on debt
incurrence and restricted payments.  The limitation on liens
covenant is broader than the existing notes in that it covers
intangibles as well as PP&E, but the basket size is similar (20%
of shareholders equity or approximately $130 milion as of
9/26/10).  If the $400 million revolver due June 2011 is
refinanced with a guaranteed or secured facility (the limitation
on liens in the note indenture does not cover working capital),
the rating on the unsecured and unguaranteed debt (including the
proposed notes) could be notched below the CFR depending on the
size of the replacement facility.

The upgrade of the speculative-grade liquidity rating to SGL-2 is
driven by NY Times' strong pro forma cash balance ($329 million as
of 9/26/10 pro forma for the proposed bond offering) and projected
free cash flow relative to cash needs.  NY Times has no debt
maturities over the next 12-15 months and pension contributions
are manageable within projected cash generation.  The next
maturity is the $75 million MTNs due September 2012 (as noted,
Moody's expects NY Times will call the Slim notes in January
2012).  The expiration of the $400 million revolver in June 2011
is a liquidity weakness and would result in a need to cash
collateralize the $62 million of letters of credit if a
replacement facility is not established.

Debt-to-EBITDA leverage above 5.5x or free cash-to-debt below 5%
due to revenue weakness, an inability to translate cost savings
into EBITDA improvement, acquisitions, or cash distributions to
shareholders could lead to a downgrade.  Deterioration in
liquidity including a smaller cushion to meet debt maturities and
pension contributions could also result in a downgrade.

An easing of revenue pressure and debt reduction that leads to
debt-to-EBITDA sustained below 4x and free cash flow sustained
above 7.5% of debt could lead to an upgrade.  The company would
also need to maintain a good liquidity position including
sufficient cash, projected free cash flow and unused revolver
capacity to fund maturities and required pension contributions to
be considered for an upgrade.

The last rating action was on March 10, 2010, when Moody's changed
NY Times' rating outlook to stable from negative.

The New York Times Company is a New York based media company with
operations in newspaper publishing and information services.  The
company operates The New York Times, the International Herald
Tribune, The Boston Globe, 15 other daily newspapers, and more
than 50 Web sites including NYTimes.com and About.com.  Revenue
for the LTM 9/26/10 period was approximately $2.4 billion.


NY TIMES: S&P Rates $200M Rule 144A Senior Notes at 'B+'
--------------------------------------------------------
Standard and Poor's rated New York Times Co.'s $200M Rule 144A
Senior Notes at 'B+' (Recovery Rating: 4).

U.S. newspaper publisher The New York Times Co. has proposed the
issuance of $200 million privately placed Rule 144A senior notes
due 2016.  S&P expects the company to use proceeds to refinance
higher-cost debt.

S&P is rating the notes 'B+' with a recovery rating of '4' and
affirming S&P's 'B+' rating on the company.

The stable rating outlook reflects S&P's expectation that The New
York Times will be able to maintain credit measures at current
levels, despite the secular decline in print advertising revenues.


OMNICITY CORP: Files Amendment No. 2 to Fiscal 2010 Q1 Report
-------------------------------------------------------------
Omnicity Corp. filed on November 1, 2010, Amendment No. 2 to its
quarterly report for the fiscal period ended October 31, 2009, as
originally filed on December 21, 2009, and amended (Amendment
No. 1) on September 29, 2010, in response to certain comments from
the U.S. Securities and Exchange Commission to the Company about
the quarterly report.

An error in the recording of a stock subscription in April 2009
resulted in a net increase to stock subscriptions of $4,594 and an
increase to deficit of $4,594 for that period.  There is no effect
of this error on previously issued statements of operations.

The Company reported a net loss of $644,136 on $617,000 of revenue
for the three months ended October 31, 2009, compared to a net
loss of $403,257 on $327,733 of revenue for the same period ended
October 31, 2008.

The Company's balance sheet (restated) at October 31, 2009, showed
$3.9 million in total assets, $4.4 million in total liabilities,
and a stockholders' deficit of $510,101.

A full-text copy of the Form 10-Q/A (Amendment No. 2) is available
for free at http://researcharchives.com/t/s?6d40

                       About Omnicity Corp.

Based in Rushville, Indiana, Omnicity Corp. (OTC BB: OMCY) --
http://www.omnicitycorp.com/-- provides broadband access via
wireless and fiber infrastructure to business, government and
residential customers in rural markets in the Midwest.

                          *     *     *

Weaver & Martin LLC, in Kansas City, Mo., expressed substantial
doubt about the Company's ability to continue as a going concern,
following the Company's results for fiscal 2009.  The independent
auditors noted that Company has suffered recurring losses and had
negative cash flows from operations.


OMNICITY CORP: Filing of July 31 Annual Report to be Delayed
------------------------------------------------------------
Omnicity Corp. discloses that its annual report on Form 10-K for
the fiscal year ended July 31, 2010, cannot be filed within the
prescribed time period because the Company has a limited
accounting staff and the financial statements were not completed
in sufficient time to solicit and obtain the necessary audit of
the annual report.

The Company does not anticipate that any significant change in
results of operations will be reflected by the earnings statement
from the last fiscal year.

                       About Omnicity Corp.

Based in Rushville, Indiana, Omnicity Corp. (OTC BB: OMCY) --
http://www.omnicitycorp.com/-- provides broadband access via
wireless and fiber infrastructure to business, government and
residential customers in rural markets in the Midwest.

The Company's balance sheet as of April 30, 2010, showed
$5.7 million in total assets, $6.4 million in total liabilities,
and a stockholders deficit of $677,494.

Weaver & Martin LLC, in Kansas City, Mo., expressed substantial
doubt about the Company's ability to continue as a going concern,
following the Company's results for the fiscal year ended July 31,
2009.  The independent auditors noted that Company has suffered
recurring losses and had negative cash flows from operations.


OTC HOLDINGS: To Present Plan for Confirmation on Dec. 14
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Oriental Trading Co. scheduled a Dec. 12 confirmation
hearing for approval of the Chapter 11 plan after it obtained
approval of the explanatory 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. The disclosure statement contains no estimate
for the percentage recovery by senior or junior lenders.

The unsecured creditors' committee and the first-lien lenders
support the plan.

Mr. Rochelle relates that confirmation of the plan may be opposed
by second-lien lenders.

                        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.


PACIFICHEALTH LABORATORIES: Posts $87,400 Net Loss in Q3 2010
-------------------------------------------------------------
PacificHealth Laboratories, Inc., filed its quarterly report on
Form 10-Q, reporting a net loss of $87,371 on $2.0 million of
revenue for the three months ended September 30, 2010, compared to
a net loss of $174,095 on $2.4 million of revenue for the same
period last year.

The Company's balance sheet as of September 30, 2010, showed
$2.3 million in total assets, $1.2 million in total liabilities,
and stockholders' equity of $1.1 million.

The Company has incurred significant operating losses and has an
accumulated deficit of $19.1 million as of September 30, 2010.  At
September 30, 2010, the Company's current assets exceeded its
current liabilities by approximately $1.0 million with a ratio of
current assets to current liabilities of approximately 1.8 to 1.

As reported in the Troubled Company Reporter on April 7, 2010,
Weiser LLP, in Edison, N.J., 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 operating losses and negative cash flows from
operations.

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

               http://researcharchives.com/t/s?6d3c

                 About PacificHealth Laboratories

Matawan, N.J.-based PacificHealth Laboratories, Inc., develops
protein-based nutritional products that activate biochemical
pathways to enhance muscle endurance and additionally the specific
peptides involved in appetite regulation.


POINT BLANK: Class-Action Plaintiffs Protest Bid's to Reject Deal
-----------------------------------------------------------------
The lead plaintiffs in a securities class-action lawsuit against a
predecessor of Point Blank Solutions Inc. are accusing the body-
armor maker of attempting to "turn back the hands of time" and
wrongfully rejecting a deal they struck with the company more than
four years ago, Dow Jones' DBR Small Cap reports.

                         About Point Blank

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

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

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

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


RASER TECHNOLOGIES: Makes $2.2MM Semi-Annual Interest Payment
-------------------------------------------------------------
Raser Technologies, Inc., disclosed in a regulatory filing that it
used recently obtained funds to satisfy its $2.20 million semi-
annual interest payment obligation to holders of its 8.00%
Convertible Senior Notes due 2013, which was required to be paid
by November 1, 2010, to avoid a payment default on the Convertible
Notes.

The Troubled Company Reporter said on October 6, 2010, that Raser
Technologies did not make the semi-annual interest payment,
originally due October 1, 2010.  Pursuant to a March 26, 2008
Indenture Agreement, the Company had until October 31, to make the
interest payment before the noteholders could accelerate the
maturity date or take any action to enforce the Notes.  The
Company had said it intends to make the payment by October 31 or
to seek from the noteholders a forbearance with regards to the
interest payment and a modification of the Notes.

On October 26, 2010, the Company entered into the First Amendment
to Amendment, Consent and Forbearance Agreement with Thermo No. 1
BE-01, LLC, The Prudential Insurance Company of America, Zurich
American Insurance Company and Deutsche Bank Trust Company
Americas amending the Amendment, Consent and Forbearance Agreement
entered between the parties on July 9, 2010, relating to the
repayment of a substantial portion of the debt financing for the
Thermo No. 1 geothermal power plant.

Pursuant to the Amendment, the Company received an immediate
release of $1.10 million from the Thermo No. 1 Plant escrow funds,
the end of the forbearance period was changed from June 29, 2011,
to February 1, 2011, and the Company's repayment obligation to the
lenders, which is now due on or before February 1, 2011, was
increased from $6 million to $6.25 million.

In addition, pursuant to a Letter Agreement among the Company,
Evergreen Clean Energy, LLC, and Raser Power Systems, LLC, dated
October 27, 2010, Evergreen agreed to advance certain funds to
the Company from time to time, including an initial advance of
$1.15 million on October 28, 2010.

As additional consideration for the Letter Agreement, the Company
and Raser Power agreed not to solicit additional potential
purchasers for the purchase of any interests in Thermo on or
before November 30, 2010, and agreed to pay a break-up fee in
certain circumstances.

The Company's obligation to repay the initial advance of
$1.15 million was made pursuant to a Secured Promissory Note,
dated October 28, 2010, issued by the Company to Evergreen.  The
terms of the Secured Promissory Note allow for the Company to
receive advances from Evergreen in one or more loans for up to
$2.50 million.  Principal and accrued interest on all Loans will
be payable to Evergreen on the earlier of June 30, 2011, or the
date on which the Company closes a transaction for the sale of its
Thermo No. 1 Plant.

The Loans bear interest at the rate of 12% per annum or, with
respect to any amounts not paid to Evergreen by the Maturity Date,
at the rate of 18% per annum.  The Company's obligations under the
Secured Promissory Note are secured by a first priority security
interest in, and lien on all of the Company's right, title, and
interest in its Alvord prospect -- formerly the Borax Lake
prospect -- located in Harney County, Oregon and certain
transformer equipment, pursuant to the Deed of Trust and Security
Agreement, dated October 28, 2010, executed by Raser Power for the
benefit of Evergreen and the Security Agreement, dated as of
October 28, 2010, between Raser Power and Evergreen.

                     About Raser Technologies

Provo, Utah-based Raser Technologies, Inc. (NYSE: RZ)
-- http://www.rasertech.com/-- is an environmental energy
technology company focused on geothermal power development and
technology licensing.  Raser's Power Systems segment develops
clean, renewable geothermal electric power plants with one
operating plant in southern Utah and eight active and early stage
projects in four western United States: Utah, New Mexico, Nevada
and Oregon, as well as a concession for 100,000 acres in
Indonesia.  Raser's Transportation and Industrial segment focuses
on extended-range plug-in-hybrid vehicle solutions and using
Raser's award-winning Symetron(TM) technology to improve the
torque density and efficiency of the electric motors and drive
systems used in electric and hybrid-electric vehicle powertrains
and industrial applications.

The Company's balance sheet as of June 30, 2010, showed
$90.0 million in total assets, $130.6 million in total
liabilities, and a stockholders' deficit of $40.6 million.

                          *     *     *

Hein & Associates LLP, in Denver, Colo., expressed substantial
doubt about the Company's ability to continue as a going concern,
following its 2009 results.  The independent auditors noted that
the Company has suffered recurring losses, has used significant
cash for operating activities since inception, has significant
purchase commitments in 2010 and has a lack of sufficient working
capital.


RASER TECHNOLOGIES: Trades Under OTCBB Today After NYSE Delisting
-----------------------------------------------------------------
Raser Technologies, Inc., received two notices from the New York
Stock Exchange that the Company fell below certain listing
standards criteria outlined in the NYSE's Listed Company Manual.
The first notice was received on April 27, 2010, and related to
the Company's inability to maintain a minimum average closing
price of $1.00 for a 30-day trading period under Section 802.01C
of the NYSE's Listed Company Manual.  Under the NYSE's rules, the
Company had six months from the date of the April 27, 2010 notice
to bring its average common share price back above $1.00.

The second notice was received on July 30, 2010, and related to
the Company's inability to maintain a total market capitalization
of at least $50 million over a 30-day trading period and
stockholders' equity of at least $50 million as outlined in
Sections 801 and 802 of the NYSE's Listed Company Manual.

Subsequent to receiving the two notices from the NYSE, the Company
submitted a plan to the NYSE requesting additional time to cure
the deficiencies and detailing the path the Company planned to
follow to regain compliance with NYSE listing standards.  After
reviewing these materials, however, the NYSE decided to proceed
with suspension of trading of the Company's common stock on the
NYSE and informed the Company on October 26, 2010, of its
intention to suspend trading of the Company's common stock prior
to the market opening on November 3, 2010.  The NYSE also notified
the Company of its intention to file an application with the
Securities and Exchange Commission to delist the Company's common
stock from the NYSE, pending completion of applicable NYSE
procedures, which includes the Company's right to appeal the
NYSE's decision.

The Company has taken steps to have its common stock quoted on the
Over-the Counter Bulletin Board and expects its stock to be quoted
on the OTCBB starting November 3, 2010.

The Company will be assigned a new ticker symbol the day before it
begins trading on the OTCBB.  The OTCBB is a regulated quotation
service that displays real-time quotes, last-sale prices, and
volume information in over-the-counter equity securities.

The Company's common stock was to continue trading on the NYSE
through November 2, 2010.

                     About Raser Technologies

Provo, Utah-based Raser Technologies, Inc. (NYSE: RZ)
-- http://www.rasertech.com/-- is an environmental energy
technology company focused on geothermal power development and
technology licensing.  Raser's Power Systems segment develops
clean, renewable geothermal electric power plants with one
operating plant in southern Utah and eight active and early stage
projects in four western United States: Utah, New Mexico, Nevada
and Oregon, as well as a concession for 100,000 acres in
Indonesia.  Raser's Transportation and Industrial segment focuses
on extended-range plug-in-hybrid vehicle solutions and using
Raser's award-winning Symetron(TM) technology to improve the
torque density and efficiency of the electric motors and drive
systems used in electric and hybrid-electric vehicle powertrains
and industrial applications.

The Company's balance sheet as of June 30, 2010, showed
$90.0 million in total assets, $130.6 million in total
liabilities, and a stockholders' deficit of $40.6 million.

                          *     *     *

Hein & Associates LLP, in Denver, Colo., expressed substantial
doubt about the Company's ability to continue as a going concern,
following its 2009 results.  The independent auditors noted that
the Company has suffered recurring losses, has used significant
cash for operating activities since inception, has significant
purchase commitments in 2010 and has a lack of sufficient working
capital.

The Troubled Company Reporter said on October 6, 2010, that Raser
Technologies did not make the $2.2 million semi-annual interest
payment due October 1, 2010, on its 8% Convertible Senior Notes
Due 2013.

The Company satisfied the semi-annual interest payment obligation
after receiving $1.10 million from the Thermo No. 1 plant escrow
funds and $1.15 million from a loan with Evergreen Clean Energy,
LLC, late in October 2010.


REDCO DEVELOPMENT: Can Use Sterling Savings' Cash Collateral
------------------------------------------------------------
The Hon. Frank R. Alley of the U.S. Bankruptcy Court for the
District of Oregon approved a stipulation authorizing Redco
Development Co., LLC, to access cash securing its obligation to
Sterling Savings Bank until the date of confirmation of Debtor's
Plan of Reorganization.

The Debtor is authorized to use cash collateral from the Miller
Office Building at 14 N. Central, Medford, Oregon, to operate its
business postpetition.

As adequate protection for the use by Debtor of cash collateral,
Sterling is granted a replacement security interest in and a lien
upon all assets of the estate, including all rents and accounts.
The security interest will have the same relative priority as the
lien and security interest of Sterling had on the Petition Date.
In particular, Sterling will be granted a first security position
in not less than 75% of the cash available at any point in time in
Debtor's debtor-in-possession account at Sterling.

As additional adequate protection, the Debtor will pay monthly
payments to Sterling concerning two Promissory Notes.  The payment
on Note 9001, which is due on the tenth day of each month, will be
paid by the 10th day of each month.  The payment on Note 7001,
which is due on the 24th day of each month, will be paid by the
10th day of the following month.

                 About Redco Development Co., LLC

Medford, Oregon-based Redco Development Co., LLC, filed for
Chapter 11 bankruptcy protection on August 3, 2010 (Bankr. D. Ore.
Case No. 10-64783).  James Ray Streinz, Esq., who has an office in
Portland, Oregon, assists the Debtor in its restructuring effort.
The Debtor estimated its assets at $10 million to $50 million and
debts at $1 million to $10 million.


REDCO DEVELOPMENT: U.S. Trustee Unable to Form Creditors Committee
------------------------------------------------------------------
The U.S. Trustee for Region 18 notified the U.S. Bankruptcy Court
for the District of Oregon that he was unable to appoint an
official committee of unsecured creditors in the Chapter 11 case
of Redco Development Co., LLC.

The U.S. Trustee explained that he has not received a sufficient
number of creditors willing to serve on a committee of unsecured
creditors.

Medford, Oregon-based Redco Development Co., LLC, filed for
Chapter 11 bankruptcy protection on August 3, 2010 (Bankr. D. Ore.
Case No. 10-64783).  James Ray Streinz, Esq., who has an office in
Portland, Oregon, assists the Debtor in its restructuring effort.
The Debtor estimated its assets at $10 million to $50 million and
debts at $1 million to $10 million.


RICHARD MILSNER: Case Summary & Largest Unsecured Creditor
----------------------------------------------------------
Joint Debtors: Richard Leland Milsner
               Donna Lou Milsner
               302 Iron Horse Court
               Alamo, CA 94507

Bankruptcy Case No.: 10-72426

Chapter 11 Petition Date: October 28, 2010

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

Judge: Roger L. Efremsky

Debtors' Counsel: David A. Arietta, Esq.
                  LAW OFFICES OF DAVID A. ARIETTA
                  700 Ygnacio Valley Road, #150
                  Walnut Creek, CA 94596
                  Tel: (925)472-8000
                  E-mail: david@ariettalaw.com

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

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

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

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Scott Valley Bank                  Rental Property      $1,155,000
P.O. Box 69                        Located at 210
Yreka, CA 96097                    James Avenue, So.
                                   Lake Tahoe, CA 96150


ROOFING SUPPLY: Moody's Assigns 'B2' Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service assigned first-time public rating of B2
Corporate Family Rating and B2 Probability of Default Rating to
Roofing Supply Group, LLC.  In a related action Moody's assigned a
B2 rating to the proposed Senior Secured Notes due 2017.  The
rating outlook is stable.

These ratings/assessments were affected by this action:

  -- Corporate Family Rating assigned B2;

  -- Probability of Default assigned B2; and,

  -- $225 million Senior Secured Notes due 2017 rated B2 (LGD4,
     56%).

                        Ratings Rationale

RSG's B2 Corporate Family Rating is constrained by the company's
negligible tangible net worth, modest interest coverage, financial
leverage, and its limited scale and line of business diversity.
The rating is supported by the company's resilient performance
during the economic and housing downturn, its strong position in
roofing supply distribution, and acceptable near term liquidity
profile.  In addition to cyclical factors, demand for roofing is
impacted by levels of severe storm activity in served regions.

The stable outlook reflects Moody's expectation that the company
will continue to enjoy relatively stable operating profits, and
will maintain leverage appropriate for its rating category.
Availability under RSG's asset-based revolving credit facility and
the absence of near-term maturities or other liquidity constraints
support the stable outlook as well.

The B2 rating on the proposed $225 million senior secured notes
due 2017 is the same rating as the corporate family rating.  The
notes will have a first lien on the company's long-term assets and
a second lien on the working capital assets that secure the
revolving credit facility.  Moody's applies a collateral
deficiency on the notes since the quality and amount of pledged
assets in a recovery scenario would be nominal relative to the
size of the notes issuance.  The notes proceeds along with a
modest amount of corporate cash will be used to redeem existing
debt and pay related fees and expenses.

An upgrade could result from RSG's consistently evidencing EBITA
margins above 7.5% and EBIT-to-interest expense trending towards
2.5 times (all ratios adjusted per Moody's methodology).

Factors which might pressure the ratings include erosion in the
company's financial performance, debt financed acquisitions or a
deteriorating liquidity profile, resulting in debt-to-EBITDA
sustained above 6.0 times or EBIT-to-interest expense remaining
below times for an extended period of time (all ratios adjusted
per Moody's methodology).

Roofing Supply Group, LLC, headquartered in Dallas, TX, is the
fourth largest wholesale distributor by revenues of roofing
supplies and related building materials in the United States.  RSG
provides one-step distribution services directly from the roofing
product manufacturer to roofing contractors, home builders,
retailers and other end users.


ROYAL HOSPITALITY: Can Hire Hodgson Russ as Bankruptcy Counsel
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of New York
authorized Royal Hospitality LLC to employ Hodgson Russ LLP as
counsel.

Hodgson Russ is expected to represent the Debtor in the Chapter 11
proceedings.

To the best of the Debtor's knowledge, Hodgson Russ is a
?disinterested person? as that term is defined in Section 101(14)
of the Bankruptcy Code.

Royal Hospitality LLC, dba Comfort Suites, has been operating the
Comfort Suites in Lake George, New York since May 2007.  It filed
for Chapter 11 protection on August 19, 2010 (Bankr. N.D.N.Y. Case
No. 10-13090).  The Debtor disclosed $13,432,001 in assets and
$11,154,770 in liabilities as of the Petition Date.


RURAL/METRO OPERATING: Moody's Puts 'B2' Rating on $200 Mil. Notes
------------------------------------------------------------------
Moody's Investors Service assigned a (P) B2 provisional rating to
the $200 million unsecured notes of Rural/Metro Operating Company,
LLC, a wholly-owned subsidiary of Rural/Metro Corporation.
Concurrently, Moody's affirmed all of the existing ratings of
Rural/Metro including the company's B1 corporate family and
probability of default ratings.  The rating outlook is stable.

These rating actions were taken:

Rural/Metro Corporation:

  -- Corporate family rating, affirmed at B1;

  -- Probability of default rating, affirmed at B1;

  -- 12.75% senior discount notes due 2016, affirmed at B3 (LGD5,
     88%).

Rural/Metro Operating Company, LLC:

  -- $200 million senior unsecured notes, due 2018, assigned (P)
     B2 (LGD5, 73%);

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

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

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

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

                        Ratings Rationale

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

The proceeds from the $200 million unsecured notes along with the
$175 million proposed senior secured credit facilities (rated by
Moody's on October 20, 2010) are being used to refinance the
company's existing debt.

If the refinancing transactions close as proposed, Moody's will
withdraw the ratings on the existing senior secured credit
facility and on the 12.75% Senior Discount Notes, assuming
substantially all the notes are tendered.  Moody's will also
remove the provisional rating indicators "(P)" from the
$175 million senior secured credit facilities, rated (P) Ba1, and
$200 million senior unsecured notes, rated (P) B2, and replace the
ratings with Ba1 and B2, respectively.

Rural Metro's B1 corporate family rating reflects the company's
good free cash flow generation, ability to manage uncompensated
care expense and national presence in a highly fragmented
industry.  However, the rating also considers the company's modest
size and increased pressure on rates and/or subsidies from states
and municipalities due to budgetary pressures.  The B1 rating
currently does not take into consideration any meaningful
acquisition activity.

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

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

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


SONRISA PROPERTIES: Hearing for Compass Plan Outline on Nov. 16
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas will
convene a hearing on November 16, 2010, at 10:30 a.m., to consider
adequacy of the Disclosure Statement explaining the Plan of
Liquidation for Sonrisa Properties, Ltd., as proposed by Compass
Bank.  Objections, if any, are due November 9.

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

The Debtor owns approximately 4 acres of unimproved real property
in League City, Galveston County, Texas.

According to the Disclosure Statement, Compass Bank's Plan
provides for the sale of the property via an auction to take place
within 120 days of the effective date of the Plan.  The auction
will be conducted by Tranzon, a national auction company handling
real estate and business assets.

The property will be sold at an auction via one or more cash sales
or a credit bid sale.  The net proceeds will be distributed by the
disbursing agent in accordance with the Plan.  The disbursing
agent will also liquidate any remaining assets and distribute
other liquidation proceeds and pre-confirmation remaining sale
proceeds.

A full-text copy of Compass Bank Disclosure Statement is available
for free at:

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

                          The Debtor's Plan

As reported in the Troubled Company Reporter on April 21, the Plan
proposes (1) to obtain financing from a third party ($4,750,000
from Briar Capital Group) in order to restructure the Compass Bank
indebtedness over a five year term; (2) subordinate the first lien
position of Compass by granting Briar Capital Group a first lien
position in the collateral; and (3) a payout to holders of
undisputed and allowed unsecured claims after payment in full to
Briar Capital Group and Compass.

Pursuant to the Plan, Compass will partially release its lien as
properties are sold and receive $1.30 per square foot for any
property for which a partial release is requested.  100% of net
proceeds remaining from any sale will be first applied to the
Briar Note until the Briar Note is paid in full.

Randal M. Hall, the president of the Debtor's general partner,
will disburse all plan funds.

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

Compass Bank is represented by:

     Bruce J. Ruzinsky, Esq.
     JACKSON WALKE L.L.P
     1401 McKinney, Suite 1900
     Houston, TX 77010
     Tel: (713) 752-4204
     Fax: (713) 481-6262
     E-mail: bruzinsky@jw.com

                     About Sonrisa Properties

League City, Texas-based Sonrisa Properties, Ltd., filed for
Chapter 11 bankruptcy protection on January 4, 2010 (Bankr. S.D.
Texas Case No. 10-80012).  Karen R. Emmott, Esq., who has an
office in Houston, Texas, assists the Company in its restructuring
effort.  The Company disclosed $21,098,818 in assets and
$8,420,540 in liabilities as of the Petition Date.


SPECIALTY PRODUCTS: Asbestos Trust Fights Move for Victims' Info
----------------------------------------------------------------
Trusts born out of several asbestos companies' bankruptcy cases
are fighting back against what they say is an effort by a host of
insurance companies, claims processing facilities and asbestos-
tainted businesses - including Garlock Sealing Technologies LLC
and Specialty Products Holding Corp. - to dig up mass amounts of
information about alleged asbestos victims and the money they've
received over the years, Dow Jones' DBR Small Cap reports.

                         "Wasteful Effort"

The committee representing asbestos claimants in Specialty
Products Holding Corp.'s bankruptcy is objecting to the company's
bid to conduct a probe, saying the proposed efforts to gather
information from the claimants are "wasteful" and would still fall
short of answering the question of liability in the case, Dow
Jones' DBR Small Cap reports.

According to the report, the committee of asbestos personal injury
claimants -- composed of 10 personal injury claimants suffering
from asbestos-related diseases, according to court papers -- is
attempting to block Specialty Products from distributing a
questionnaire to those holding alleged asbestos personal injury
claims against it.

The report notes that Specialty Products said that the move will
save it time and money as it attempts to use its bankruptcy
proceedings to create a trust that would distribute funds to
asbestos victims and allow Specialty Products to shed its
liability in the torts system.

                      About Specialty Products

Cleveland, Ohio-based Specialty Products Holdings Corp., aka RPM,
Inc., is a wholly owned subsidiary of RPM International Inc.  The
Company is the holding company parent of Bondex International,
Inc., and the direct or indirect parent of certain additional
domestic and foreign subsidiaries.  The Company claims to be a
leading manufacturer, distributor and seller of various specialty
chemical product lines, including exterior insulating finishing
systems, powder coatings, fluorescent colorants and pigments,
cleaning and protection products, fuel additives, wood treatments
and coatings and sealants, in both the industrial and consumer
markets.

The Company and filed for Chapter 11 bankruptcy protection on May
31, 2010 (Bankr. D. Del. Lead Case No. 10-11780), estimating its
assets and debts at $100,000,001 to $500,000,000.  The Company's
affiliate, Bondex International, Inc., filed a separate Chapter 11
petition on May 31, 2010 (Case No. 10-11779), estimating its
assets and debts at $100,000,001 to $500,000,000.

Gregory M. Gordon, Esq., Dan B. Prieto, Esq., and Robert J. Jud,
Esq., at Jones Day, serve as bankruptcy counsel to the
Debtors.  Daniel J. DeFranceschi, Esq., and Zachary I. Shapiro,
Esq., at Richards Layton & Finger, serve as co-counsel.  Logan and
Company is the Company's claims and notice agent.  Blackstone
Advisory Partners L.P. is the Debtors' financial advisor and
investment banker.

As of the Petition Date, the Debtors were defendants in over
10,000 pending asbestos-related bodily injury lawsuits. A
significant portion of these lawsuits involve mesothelioma claims.

Attorneys at Montgomery Mccracken Walker & Rhoads, LLP,  serve as
counsel to the Committee of Asbestos Personal Injury Claimants.


STEPHANIE SERPA: Bank of America Says No to Cash Collateral Use
---------------------------------------------------------------
Bank of America, N.A., says it doesn't consent to the use of cash
collateral in Stephanie Serpa Ream's bankruptcy case.

Bank of America is a secured creditor of JS Development Company, a
Nevada general partnership.  J.S. Development has caused the
property securing the loan from Bank of America to be transferred
prepetition to the Debtor.

Bank of America is represented by Snell & Wilmer L.L.P.

Los Gatos, California-based Stephanie Serpa Ream filed for Chapter
11 bankruptcy protection on October 20, 2010 (Bankr. D. Nev. Case
No. 10-54146).  Stephen R. Harris, Esq., at Belding, Harris &
Petroni, LTD, assists the Debtor in its restructuring effort.  The
Debtor estimated its assets at $10 million to $50 million and
debts at $1 million to $10 million.


SUNESIS PHARMCEUTICALS: Posts $5.1 Million Net Loss in Q3 2010
--------------------------------------------------------------
Sunesis Pharmaceuticals, Inc., reported a net loss was
$5.1 million for the third quarter ended September 30, 2010 and a
net loss of $14.5 million for the nine months ended September 30,
2010.  As of September 30, 2010, cash, cash equivalents and
marketable securities totaled $40.8 million, with no debt
outstanding.  On October 6, 2010, Sunesis closed an underwritten
offering for gross proceeds of $15.5 million.

"Sunesis has recently achieved several corporate milestones," said
Daniel Swisher, Chief Executive Officer of Sunesis.  "We are on
track to enroll the first patient in the VALOR trial in the fourth
quarter of this year.  With over $55 million in cash following our
October offering, Sunesis believes that it now has the resources
available and accessible to fund the VALOR trial until its planned
unblinding in mid-2013."

The Company's balance sheet at September 30, 2010, showed
$43.0 million million in total assets, $3.5 million in total
liabilities, $54,789 in non-current portion of deferred rent, and
stockholders' equity of $39.4 million.

As reported in the Troubled Company Reporter on April 6, 2010,
Ernst & Young, LLP, in Palo Alto, Calif., 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.

A full-text copy of the earnings release is available for free at:

               http://researcharchives.com/t/s?6d3f

                  About Sunesis Pharmaceuticals

South San Francisco, Calif.-based Sunesis Pharmaceuticals, Inc.
(NASDAQ: SNSS) -- http://www.sunesis.com/-- is biopharmaceutical
company focused on the development and commercialization of new
oncology therapeutics for the treatment of solid and hematologic
cancers.


SUNGARD DATA: Moody's Assigns 'Caa1' Rating to $500 Mil. Notes
--------------------------------------------------------------
Moody's Investors Service assigned a Caa1 rating to SunGard Data
System's proposed $500 million senior unsecured notes offering.
The proceeds from the proposed notes will be used to refinance a
portion of the existing 9.125% Senior Unsecured Notes due 2013.
The assigned ratings are subject to review of final documentation
and no material change in the terms and conditions of the
transaction as advised to Moody's.

                        Ratings Rationale

SunGard's B2 corporate family rating reflects the company's high
financial leverage of about 6x (debt-to-EBITDA, adjusted for
leases and Moody's standard adjustments) and aggressive financial
policies due to its acquisitive nature.  Since the LBO in 2005,
the company has not de-levered significantly and Moody's expects
that management will remain acquisitive in order to further expand
and diversify its revenue base while seeking growth opportunities.
These credit risks are mitigated by the company's solid market
position as a leading provider of business continuity and
financial institution processing services and its strong business
profile, as represented by low customer concentration, diverse
product line offerings, and broad geographic reach.  In addition,
the company has displayed a relatively consistent and recurring
revenue base and solid free cash flow generation even during
economic recessions.

The stable outlook incorporates Moody's expectation that SunGard
will maintain credit metrics consistent with B2 rated companies
with modest improvement to its financial leverage and other
financial metrics.  The stable outlook also assumes SunGard will
not increase its debt leverage significantly or make dividend
payments to its private equity sponsors.

Despite the downturn and operating weakness across the financial
services sector, the company, through its diverse service
offerings and highly recurring revenue model, continues its stable
performance during the downturn and maintains profit margins
approximately in line with current levels.  If the company were to
incur additional leverage, the rating and/or outlook could
experience negative rating pressure.

This new rating was assigned:

* $500 million Senior Unsecured Notes -- Caa1 (LGD 5, 79%)

These ratings were affirmed/assessments revised:

* Corporate Family Rating -- B2

* Probability of Default Rating -- B2

* $830 million Secured Revolving Credit Facility due 2011 and 2013
  -- Ba3 (LGD-2, 27% from 28%)

* $4.7 billion Secured Term Loan Facility due 2014 and 2016 -- Ba3
  (LGD-2, 27 from 28%)

* $250 million Senior Notes due 2014 -- B3 (LGD-4, 64% from 65%)

* $500 million Senior Unsecured Notes due 2015 -- Caa1 (LGD-5, 79%
  from 80%)

* $1.1 billion Senior Notes due 2013 -- Caa1 (LGD-5, 79% from 80%)

* $1.0 billion Senior Subordinated Notes due 2015 -- Caa1 (LGD-6,
  94%)

* Speculative Grade Liquidity Rating -- SGL-2

With about $5.3 billion in revenues for the twelve months ended
September 30, 2010, SunGard Data Systems Inc., headquartered in
Wayne, Pennsylvania, is a provider of software and IT services.
SunGard was acquired in a leveraged buy-out by a consortium of
private equity investors (including Bain, Blackstone, KKR, Silver
Lake, Texas Pacific Group, GS Partners, and Providence Equity) in
August 2005.


SUNGARD DATA: Fitch Assigns 'B-/RR5' Rating to $500 Mil. Notes
--------------------------------------------------------------
Fitch Ratings has assigned a 'B-/RR5' rating to SunGard Data
Systems Inc.'s proposed $500 million senior unsecured note
offering.  Proceeds from the offering are expected to be used to
refinance a portion of the company's $1.6 billion 9.125% senior
unsecured notes due 2013.

SunGard disclosed in its prospectus filing that it is
contemplating a spin-off of its Availability Services business
segment.  It expects that if a spin were to occur, that AS would
incur new debt and SunGard would reduce existing debt at the
remaining company.  Additionally, SunGard also disclosed that it
expects to receive cash from an equity issuance of one of its
parent companies coincident with any spin of AS.

Fitch believes that this potential event could ultimately reduce
leverage for the remaining company and be beneficial for
bondholders.  However, plans for a spin of AS and equity issuance
are preliminary and may be delayed in part or indefinitely.

The AS business contributed $1.5 billion in revenue over the
latest 12 month period (end Sept. 30, 2010), approximately 28% of
total company revenue, and $329 million in operating income, or
approximately 29% of total segment operating income.

Fitch currently rates SunGard:

  -- Issuer Default Rating at 'B';

  -- $4.7 billion senior secured term loan due 2014 and 2016 at
     'BB-/RR2';

  -- $829 million senior secured revolving credit facility (RCF)
     due 2011 and 2013 at 'BB-/RR2';

  -- $250 million 4.875% senior notes due 2014 at 'B/RR4';

  -- $1.6 billion 9.125% senior unsecured notes due 2013 at 'B-
     /RR5';

  -- $500 million 10.625% senior unsecured notes due 2015 at 'B-
     /RR5';

  -- $1 billion 10.25% senior subordinated notes due 2015 at
     'CCC/RR6'.

The Rating Outlook is Stable.

The ratings are supported by SunGard's:

  -- Strong recurring revenue profile supported by longer-term
     contracts and significant switching costs;

  -- Consistent free cash flow;

  -- Leading positions in each of its businesses due to its
     significant scale and product breadth; and

  -- Well-diversified customer portfolio.

Rating concerns include:

  -- Fitch's expectations that SunGard's debt levels and debt
     service requirements will remain significant over the
     intermediate term;

  -- Ongoing operating EBITDA margin erosion, due mainly to
     aggressive pricing related to retaining long-term customer
     contracts, as well as ongoing acquisitions;

  -- Significant exposure to and longer-term uncertainty around
     the size and structure of the financial services industry;
     and

  -- Integration risks associated with Fitch's belief that the
     company will continue its historical bias toward augmenting
     mature organic revenue growth rates with acquisitions.

Total debt at Sept. 30, 2010, was $8.3 billion and consisted
primarily of: 1) $4.7 billion of senior secured term loans, of
which approximately $2 billion expires 2014 and $2.7 billion
expires 2016; 2) $277 million outstanding under the company's on-
balance-sheet accounts receivable securitization facility, which
matures in September 2014; 3) approximately $237 million of 4.875%
senior notes due 2014 ($250 million at maturity), which were
originally unsecured when issued in 2004 but which became secured
by real property in the leveraged buyout (LBO); 4) $1.6 billion
of 9.125% senior unsecured notes due 2013; 5) approximately
$496 million of 10.625% senior unsecured notes due 2015
($500 million at maturity); and 6) $1 billion of 10.25% senior
subordinated notes due 2015.

Fitch estimates SunGard's leverage (total debt / operating EBITDA)
at 6.2 times for the LTM period ending Sept. 30, 2010, or 6.4x
when adjusted for operating leases.  Fitch estimates that funds
from operations less capital expenditures to total debt at 4% for
the LTM period.  This measure of cash flow leverage eliminates
potential quarterly variations from working capital related cash
flows while also normalizing the comparison of leverage between
companies that have different accounting methods.

As of Sept. 30, 2010, Fitch believes SunGard's current liquidity
position was sufficient, given the company's minimal near-term
debt service needs.  Liquidity consisted of $787 million of cash
(approximately half of which is located outside the U.S.) and
approximately $796 million available under its $829 million RCF
(net of $33 million letters of credit outstanding), of which
$249 million expires August 2011 and $580 million expires 2013.
Liquidity is also supported by annual free cash flow, which Fitch
expects will be at least $300 million in 2010, given expectations
for flat operating profit.

SunGard's recovery ratings reflect Fitch's belief that the company
would be reorganized rather than liquidated in a bankruptcy
scenario, given Fitch's estimates that the company's ongoing
concern value is significantly higher than its projected
liquidation value, due mostly to the significant value associated
with SunGard's intangible assets.  In estimating ongoing concern
value, Fitch applies a valuation multiple of 5x to the company's
discounted EBITDA.  Fitch discounts SunGard's normalized operating
EBITDA by 25%, approximately corresponding to the EBITDA level
that would breach the company's leverage covenant in the secured
credit agreement.

After reductions for administrative and cooperative claims, Fitch
arrives at an adjusted reorganization value of approximately
$5.6 billion.  Based upon these assumptions, the senior secured
debt, including $829 million revolving credit and $4.7 billion of
term loan facilities recover approximately 71%-90%, resulting in
'RR2' ratings for both tranches of debt.  The senior notes' 'RR4'
recovery rating reflects the partial security these notes received
during the leveraged buyout process and Fitch's belief that the
secured bank debt is in a superior position due to its right to
the company's intellectual property.  The 'RR5' recovery rating
for the $2.1 billion senior unsecured debt reflects Fitch's
estimate that 11%-30% recovery is reasonable, while the 'RR6'
recovery rating for the $1 billion of subordinated debt reflects
Fitch's belief that negligible recovery would be achievable due to
its deep subordination to other securities in the capital
structure.


SUNGARD DATA: S&P Assigns 'B' Rating on Senior Unsecured Debt
-------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B' senior
unsecured rating and '5' recovery rating to Wayne, Pa.-based
SunGard Data Systems Inc.'s senior unsecured notes due 2018.  The
'5' recovery rating indicates S&P's expectation for modest (10%-
30%) recovery of principal in the event of payment default.  The
company intends to use proceeds of the new notes to partially
repurchase or redeem the 9.125% senior notes due 2013.

"The rating on SunGard," said Standard & Poor's credit analyst
Molly Toll-Reed, "reflects S&P's expectation that the company's
satisfactory business profile and significant base of recurring
revenues will continue to support its highly leveraged financial
profile."  Ratings also reflect SunGard's strong position in the
fragmented market for investment-support processing software and
healthy cash flow generation.

The proposed debt transaction does not affect the 'B+' long-term
corporate credit rating.  SunGard has indicated that it is
evaluating alternatives with respect to its Availability Services
segment, including a potential spin-off of the business.  However,
the success, timing, and capital structure of SunGard following
any potential actions, are not certain and are not incorporated in
S&P's ratings or outlook at this time.  While a spin-off would
reduce business diversity and cash flow, it could potentially also
reduce the remaining debt burden at SunGard.  Nonetheless,
SunGard's current ownership structure limits a possible upgrade.
S&P will assess the impact of any transaction if and when there is
a proposal to evaluate.

                           Ratings List

                     SunGard Data Systems Inc.

          Corporate Credit Rating          B+/Stable/--

                         Rating Assigned

                     SunGard Data Systems Inc.

                Senior Unsecured due 2018        B
                  Recovery Rating                5


SYNIVERSE TECHNOLOGIES: Carlyle Deal Won't Affect Moody's Ratings
-----------------------------------------------------------------
Moody's says Syniverse Technologies, Inc.'s ratings (Ba3 CFR) are
not affected by the announcement that it had entered an agreement
to be taken private by The Carlyle Group.  While a going private
transaction will likely result in increased leverage, Syniverse's
existing debt would most likely be paid off and Moody's existing
ratings withdrawn.

The last rating announcement was on September 9, 2010, when
Moody's revised Syniverse's ratings outlook to positive.

Based in Tampa, Florida, Syniverse Technologies is a provider of
technology outsourcing to wireless telecommunications carriers
with annualized revenues of over $600 million for the period ended
June 30, 2010.


TAYLOR BEAN: Plan Partly Pays $8 Billion in Claims
--------------------------------------------------
Taylor Bean & Whitaker Mortgage Corp. has a hearing on Nov. 5 for
approval of the disclosure statement explaining the liquidating
Chapter 11 plan supported by the official creditors' committee.

The Plan Proponents request that the Court establish these dates
with respect to confirmation of the Plan:

     January 12, 2011         Deadline for submission of Ballots
                              on the Plan and objections to
                              confirmation.

     January 19, 2011         Confirmation Hearing

     November 5, 2010         Record Date

Ballots must be delivered to the Debtor's balloting agent:

     BMC Group, Inc.
     Taylor, Bean & Whitaker Mortgage Corp. Ballot
     Processing Center
     P.O. Box 3020
     Chanhassen, MN 55317-3020

According to the Bill Rochelle, the bankruptcy columnist for
Bloomberg News, the disclosure statement says assets to be
administered under the plan eventually will total from $322
million to $521 million.  After claims with higher priority are
paid, between $264 million and $354 million will remain for
unsecured creditors with claims totaling more than $8 billion.
The distribution to unsecured creditors is expected to range
between 3.3% and 4.4%, according to the disclosure statement.

As reported in the Troubled Company Reporter on September 27, the
Plan proposed by the Debtor and the Official Committee of
Unsecured Creditors contemplates the formation of a single
liquidating trust for the benefit of creditors, which will succeed
to all assets of the Debtors.  The Plan trustee will, among other
things, liquidate the non-cash assets transferred to the plan
trust, reconcile claims against the Debtors, make distributions to
holders of allowed claims, and wind down the Chapter 11 cases and
the Debtors' respective estates.

There are no guaranteed recovery and there are no guaranteed
amounts of recovery for any holder of claim.  There will be no
recovery for any holder of an interest.

In addition, the Plan provides for the establishment of a cash
reserve for disputed claims within any particular class.  The
process of distributing cash under the Plan will be completed over
time.

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

                          About Taylor Bean

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

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

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


TERRESTAR NETWORKS: Proposes Dec. 11 Claims Bar Date
----------------------------------------------------
TerreStar Networks, Inc., and its debtor affiliates ask the United
States Bankruptcy Court for the Southern District of New York to
establish:

  (a) December 11, 2010, as the date by which all entities --
      other than governmental units -- that hold or wish to
      assert a claim against any of the Debtors that arose
      before the October 19, 2010 Petition Date, including a
      Claim pursuant to Section 503(b)(9) of the Bankruptcy
      Code, must file a proof of that claim;

  (b) April 18, 2011, as the date by which all governmental
      units holding claims that arose before the Petition Date
      must file proofs of claim, including Claims for unpaid
      taxes, whether the claims arose from prepetition tax
      periods or prepetition transactions to which any of the
      Debtors were a party;

  (c) the later of (i) the General Bar Date, or (ii) 21 days
      from the date on which the Debtors provide notice of an
      amendment to their Schedules of Assets and Liabilities, as
      the date by which claimants holding claims affected by the
      amendment must file Proofs of Claim; and

  (d) the later of (i) the General Bar Date, or (ii) 21 days
      from the date of entry of an order authorizing the Debtors
      to reject a contract or lease pursuant to Section 365 of
      the Bankruptcy Code, as the date by which a counterparty
      to a rejected contract or lease must file a Proof of Claim
      for rejection damages.

                   Supplemental Bar Date

The Debtors also seek the establishment of a supplemental bar
date, as needed, with respect to (i) creditors to which a re-
mailing of the notice of the General Bar Date is appropriate, but
which cannot be accomplished in time to provide at least 21 days'
notice of the applicable Bar Date, and (ii) creditors who become
known to the Debtors after the applicable Bar Date.

To ensure that parties-in-interest receive adequate notice of the
Supplemental Bar Date, the Debtors propose to (i) file a notice
of the Supplemental Bar Date with the Court, and (ii) mail notice
of the Supplemental Bar Date to known creditors subject to the
Supplemental Bar Date.

Ira S. Dizengoff, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
New York, notes that the vast majority of the Debtors' creditors
will be subject to the General Bar Date and therefore, will
receive at least 33 days' notice of it.  "The Debtors do not
anticipate establishing a Supplemental Bar Date until further
into these Chapter 11 cases, if at all," he points out.

The Debtors propose a 21-day notice period with respect to a
Supplemental Bar Date, as delays resulting from an extended
notice period at that point in time could hinder the progress of
their Chapter 11 cases.

            Parties Required to File Proofs of Claim

The Debtors propose that all of these entities must file Proofs
of Claim on or before the applicable Bar Date:

  a. Any entity whose Claim against a Debtor is not listed in
     the applicable Debtor's Schedules or is listed as any of
     disputed, contingent, or unliquidated if the holder of the
     Claim desires to participate in any of the Chapter 11 cases
     or share in any distribution in the chapter 11 cases on
     account of the Claim.

  b. Any entity who believes that its Claim is improperly
     classified in the Schedules, is listed in an incorrect
     amount and who desires to have its Claim allowed in a
     classification or amount other than that identified in the
     Schedules.

  c. Any entity holding a Claim against a Debtor that is not
     listed in the applicable Schedules.

  d. Any entity holding a Claim that is allowable under Section
     503(b)(9) of the Bankruptcy Code as an administrative
     expense of the Chapter 11 cases.

          Parties Not Required to File Proofs of Claim

There are several categories of Claimants who, as a matter of
law, procedure or case administration, should not be required to
file a Proof of Claim by the applicable Bar Date.  Specifically,
Mr. Dizengoff notes, the Bar Dates should not apply to:

  a. Claimants who already filed a Proof of Claim against the
     Debtors with the Clerk of the Bankruptcy Court for the
     Southern District of New York or the Debtors' claims and
     noticing agent in the Chapter 11 cases, The Garden City
     Group, Inc., in a form substantially similar to Official
     Bankruptcy Form No. 10;

  b. Any Claim that is listed on the Debtors' Schedules;
     provided that: (i) the Claim is not scheduled as
     "disputed," "contingent" or "unliquidated;" (ii) the
     Claimant does not disagree with the amount, nature and
     priority of the Claim as set forth in the Schedules; and
     (iii) the Claimant does not dispute that the Claim is an
     obligation of the specific Debtor(s) as set forth in the
     Schedules;

  c. Any Claim that the Court allowed before the Bar Date
     Order;

  d. Any Claim against the Debtors that has been paid in full by
     any of the Debtors or any other party;

  e. Any Claim that is subject to other specific deadlines fixed
     by the Court;

  f. Any Claim held by a Debtor against another Debtor in the
     Chapter 11 cases;

  g. Any Claim of a current employee of the Debtors, if an order
     of the Court authorized the Debtors to honor the Claim in
     the ordinary course as a wage or benefit; provided,
     however, that a current employee must submit a Proof of
     Claim by the General Bar Date if his or her Claim relates
     to damages arising from Claims for wrongful termination,
     discrimination and workers' compensation insurance;

  h. Any Claim that is limited exclusively to the repayment of
     principal, interest or other applicable fees and charges
     owed under any bond or note issued by the Debtors pursuant
     to an indenture; provided, however, that: (i) an indenture
     trustee under a Debt Instrument must file one Proof of
     Claim, on or before the General Bar Date, with respect to
     all of the amounts owed under each of the Debt Instruments;
     and (ii) any holder of a Debt Claim wishing to assert a
     Claim, other than a Debt Claim, arising out of or relating
     to a Debt Instrument must file a Proof of Claim on or
     before the General Bar Date, unless another exception in
     the paragraph applies;

  i. Any Claimant whose Claim is based on an interest in an
     equity security of the Debtors; provided, however, that any
     Claimant who wishes to assert a Claim against any of the
     Debtors based on, without limitation, Claims for damages or
     rescission based on the purchase or sale of an equity
     security, must file a Proof of Claim on or before the
     General Bar Date.  The Debtors reserve all rights with
     respect to any Claims including, inter alia, to assert that
     the Claims are subject to subordination pursuant to Section
     510(b) of the Bankruptcy Code; and

  j. Any Claims allowable under Sections 503(b) and 507(a)(1) of
     the Bankruptcy Code as administrative expenses of the
     Debtors' Chapter 11 cases, with the exception of Claims
     allowable under Section 503(b)(9) of the Bankruptcy Code,
     which are subject to the General Bar Date.

The Debtors propose that each Proof of Claim must be written in
English with amounts denominated in U.S dollars.  In addition,
the Debtors ask that each Proof of Claim must include supporting
documentation or an explanation as to why documentation is not
available.

All Proofs of Claim must be filed so as to be actually received
no later than 5:00 p.m. prevailing Eastern Time, on the
applicable Bar Date at:

  (a) if sent by first class U.S. mail (postage prepaid):

           TerreStar Networks Inc.
           c/o The Garden City Group, Inc.
           P.O. Box 9649
           Dublin, OH 43017-4949

  (b) if delivered in person, by courier service, or overnight
      delivery:

           TerreStar Networks Inc.
           c/o The Garden City Group, Inc.
           5151 Blazer Parkway, Suite A
           Dublin, OH 43017

Mr. Dizengoff notes that the Debtors will not accept Proofs of
Claim sent by facsimile or e-mail.

Pursuant to Rule 3003(c)(2) of the Federal Rules of Bankruptcy
Procedure, the Debtors propose that any Claimant who is required,
but fails, to file a Proof of Claim in accordance with the Bar
Date Order on or before the applicable Bar Date will be forever
barred, estopped and enjoined from asserting its claim against
the Debtors, and the Debtors' property will be forever discharged
from any and all indebtedness or liability with respect to the
Claim, and the holder will not be permitted to vote to accept or
reject any Chapter 11 plan of reorganization filed in the Chapter
11 cases, or participate in any distribution on account of the
Claim or receive further notices regarding the Claim.

The Debtors, with the assistance of GCG, propose to complete the
mailing by first class U.S. mail, postage prepaid, of these
materials no later than three business days after the date of
entry of the Bar Date Order: (1) written notice of the Bar Dates
and, (2) the Proof of Claim Form.

The information will notify parties of the Bar Dates and inform
them as to whether they must file a Proof of Claim, the procedure
for filing a Proof of Claim, and the consequences of failure to
timely file a Proof of Claim.

In addition to providing notice of the Bar Date Package by mail
to individual recipients, and in the interest of ensuring that
all Claimants receive notice of the Bar Dates, the Debtors note
that it would be in the best interest of their estates to give
additional notice of the Bar Dates by publication.

In accordance with Rule 2002 of the Federal Rules of Bankruptcy
Procedure, the Debtors further seek the Court's authority to
publish the Bar Date Notice in the publications of The Washington
Post, USA Today and the national edition of The Globe and Mail on
one occasion on or before November 20, 2010.

Pursuant to a request by the Debtors for a shortened notice
period, the Court will conduct a hearing on November 8, 2010, at
10:00 a.m. prevailing Eastern Time to consider the Bar Date
Motion.  Objections are due not later than November 3, at
5:00 p.m. prevailing Eastern Time.

                     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: Sec. 341 Meeting Set for November 10
--------------------------------------------------------
Tracy Hope Davis, the U.S. Trustee for Region 2, will convene a
meeting of the creditors of TerreStar Networks, Inc., and its
debtor affiliates on November 10, 2010, at 3:00 p.m. Eastern
Time, at the office of the U.S. Trustee, 4th Floor, at 80 Broad
Street, in New York.

This is the first meeting of creditors under Section 341(a) of
the Bankruptcy Code.

The meeting offers creditors a one-time opportunity to examine
the Debtors' representative under oath about the Debtors'
financial affairs and operations that would be of interest to the
general body of creditors.  Attendance by the Debtor's creditors
at the meeting is welcome, but not required.

                     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: U.S. Trustee Names 7 to Creditors Committee
---------------------------------------------------------------
Pursuant to Section 1102(a) and (b) of the Bankruptcy Code, Tracy
Hope Davis, the United States Trustee for Region 2, has appointed
seven creditors to serve as members of the Official Committee of
Unsecured Creditors in the Chapter 11 cases of TerreStar
Networks, Inc. and its debtor affiliates.

The seven Committee Members are:

  (1) Deutsche Bank National Trust Company, Indenture Trustee
      222 South Riverside Plaza - 25th Floor
      Chicago, Illinois 60606-5808
      Attn: George F. Kubin, Vice President
      Tel. No. (312) 537-1159

  (2) Hughes Network Systems, Inc.
      11717 Exploration Lane
      Germantown, Maryland 20876
      Attn: Sean P. Fleming, Senior Counsel
      Tel. No. (301) 428-5859

  (3) Nokia Siemens Networks US LLC
      5555 Glenridge Connector - Suite 800
      Atlanta, Georgia 30342
      Attn: Roland J. Behm, Vice President
      Tel. No. (469) 955-2416

  (4) Qualcomm Incorporated
      5775 Morehouse Drive
      San Diego, California 92121-1714
      Attn: Adam Schwenker, Senior Director, Legal Counsel
      Tel. No. (858) 651-6958

  (5) Shaffer Wilson Sarver & Gray, P.C.
      1821 Michael Faraday Drive - Suite 302
      Reston, Virginia 20190
      Attn: Ray Schaffer, President
      Tel. No. (703) 471-6803

  (6) Space Systems/Loral, Inc.
      c/o Loral Space Communications, Inc.
      600 Third Avenue
      New York, New York 10016
      Attn: Avi Katz, Esq., Senior Vice President & Secretary
      Tel. No. (212) 338-5605

  (7) Van Vlissingen and Company
      One Overlook Point - Suite 100
      Lincolnshire, Illinois 60069
      Attn: John S. Nowrocki, Vice President
      Tel. No. (847) 634-2300

                     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)


THE UNION CREDIT UNION: NCUA Names Liquidating Agent
----------------------------------------------------
The National Credit Union Administration on October 29, 2010,
appointed liquidating agent of The Union Credit Union (TUCU) of
Spokane, Washington, by the Washington Department of Financial
Institutions after DFI closed TUCU.

Immediately following appointment as TUCU liquidating agent, NCUA
entered into agreements with Alaska USA Federal Credit Union of
Anchorage and Numerica Credit Union of Spokane to purchase and
assume certain assets and liabilities of TUCU.

TUCU members will experience no interruption of service and
immediately become members of Numerica Credit Union.  Their
accounts remain federally insured by the National Credit Union
Share Insurance Fund (NCUSIF) up to at least $250,000.

Numerica Credit Union has $1 billion in assets and serves
approximately 84,000 members.  It is located at 14610 E. Sprague
Avenue in Spokane.  Alaska USA Federal Credit Union has
$4.1 billion in assets and serves approximately 399,000 members.

At the time of liquidation, TUCU had approximately $11,909,715 in
assets and served 3,115 members.

TUCU was established in 1968 to serve the members of Bricklayers
Local 3.  This is the 17th federally insured credit union
liquidation in 2010.


TRANSDIGM INC: Moody's Confirms Corporate Family Rating at 'B1'
---------------------------------------------------------------
Moody's Investors Service confirmed TransDigm, Inc.'s B1 Corporate
Family and Probability of Default ratings, the Ba2 rating on the
company's existing term loan due June 2013, as well as the B3
rating on the existing 7 3/4% senior sub notes due July 2014.
Moody's additionally assigned a Ba2 rating to TransDigm's proposed
$300 million revolving credit facility and $900 million Term Loan
B, as well as a B3 rating to the proposed $780 million senior
subordinated note issue due November 2018.  Proceeds of the new
term loan B and notes will be used to fund the acquisition of
McKechnie Aerospace for approximately $1.265 billion, refinance a
portion of the company's existing first lien term loan, pay
related transaction fees and expenses, as well as increase cash
balances.  The rating outlook was changed to negative from stable.
This concludes the review for possible downgrade initiated on
September 27, 2010.

Rating Assigned:

  -- $300 million senior secured revolving credit facility due
     2013, Ba2 (LGD2, 21%);

  -- $900 million senior secured term loan B due 2016, Ba2 (LGD2,
     21%);

  -- $780 million senior subordinated notes due 2018, B3 (LGD5,
     77%).

Ratings Confirmed:

  -- Corporate Family Rating, B1;

  -- Probability of Default Rating, B1;

  -- Existing senior secured term loan due 2013, Ba2 (LGD2, 21%);

  -- $575 million 7 _% senior subordinated notes due 2014, B3
     (LGD5, 77%);

  -- $425 million 7 _% senior subordinated notes due 2014, B3
     (LGD5, 77%).

The Ba2 rating on the company's current $200 million revolver will
be withdrawn at the close of the transaction.

                        Ratings Rationale

The B1 CFR remains unchanged despite the significant debt financed
acquisition of McKechnie as Moody's believe TransDigm's strong
operating performance, high margins, and cash generation will
enable the company to service the increased debt level and reduce
leverage near-term to levels again more commensurate with the B1
rating.  The B1 rating considers TransDigm's record of revenue
growth and operating profitability driven by its broad niche
product mix and its high margin aftermarket focus, product
position on most aircraft, and the proprietary and sole sourced
nature of most of its product offering.  It is Moody's opinion
that McKechnie's business profile largely parallel's TransDigm's -
- highly proprietary products, significant margins, and major
platform position in both OEM and aftermarket on most currently
produced Boeing and Airbus aircraft.  Though McKechnie's
aftermarket business is not as significant a contributor as
TransDigm's and the business produces somewhat lower margins, the
combined company's characteristics will be basically unchanged
from the existing TransDigm business model.  It is anticipated
that over time TransDigm will be able to implement its value
driven operating strategy including pricing adjustments in order
to maximize the profitability of McKechnie.

Additionally, TransDigm's ratings benefit from the company's very
good liquidity profile including a $300 million undrawn revolver,
a substantial cash position, anticipated to be over $300 million
pro-forma for the close of the transaction, as well as the
expectation for continued strong positive free cash flow
generation.  The ratings however are constrained by the increase
in leverage and very high absolute debt level (almost 300% of
revenue pro-forma), use of acquisitions as a major driver in its
growth strategy, and the company's history of a shareholder
friendly financial policy of re-leveraging.  The increase in pro-
forma leverage for the proposed transaction takes the company's
leverage to over 6x debt to EBITDA, outside the normal leverage
levels for a B1 rating, mitigated by the company's uniquely strong
margins, coverage metrics, and cash flow capabilities.

The negative ratings outlook highlights the increased financial
risk due to the major increase in funded debt, $1.4 billion or
nearly 80%, particularly as it follows by only one year the debt
financed $405 million special dividend.  The negative outlook also
reflects Moody's expectations that leverage will remain high for
the B1 rating category through FY 2011, despite the expected
improved aviation aftermarket environment.  Although TransDigm is
expected to be free cash flow positive over the near term, Moody's
does not anticipate substantial debt repayment over the next 12
months.  The rating could decline if the company fails to reduce
leverage from current levels, pursues equity oriented transactions
(dividends, etc.) or, though unexpected, experience a sustained
decline in operating margins leading to a decline in operating
cash flow.  The rating outlook could be stabilized if leverage is
reduced and sustained at below 5x debt to EBITDA.

The last rating action for TransDigm was on September 27, 2010
when the company's B1 CFR and PDR were placed on review for
possible downgrade.

TransDigm, Inc., headquartered in Cleveland, Ohio, is a leading
manufacturer of engineered aerospace components for commercial
airlines, aircraft maintenance facilities, original equipment
manufacturers and various agencies of the US Government.
TransDigm Inc. is the wholly-owned subsidiary of TransDigm Group
Inc.  Net sales for the last 12 month period ending 7/03/10 were
approximately $800 million.  Pro-forma to include McKechnie, LTM
revenue would approximate $1.1 billion.  (These revenue numbers do
not include full year impact of certain acquisitions made during
the LTM period.)


TRANSDIGM INC: S&P Affirms 'B+' Corporate Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its
ratings, including the 'B+' corporate credit rating, on Cleveland,
Ohio-based TransDigm Inc. and removed them from CreditWatch, where
S&P placed them with negative implications on Sept. 28, 2010.

At the same time, S&P assigned its 'BB-' issue-level rating (one
notch higher than the corporate credit rating) and '2' recovery
rating to the company's proposed $300 million senior secured
revolving credit facility due 2015 (which will replace the
existing $200 million revolver) and $900 million senior secured
term loan B due 2016, indicating S&P's expectation of substantial
(70% to 90%) recovery in a payment default scenario.  S&P also
assigned its 'B-' issue-level rating (two notches lower than the
corporate credit rating) and '6' recovery rating to the proposed
$780 million subordinated notes due 2018, indicating S&P's
expectation of negligible (0% to 10%) recovery.  Proceeds of the
new term loan and the notes will fund the proposed acquisition of
McKechnie and repay $280 million of the existing term loan.  The
outlook is negative.

"The ratings affirmation is based on S&P's expectations that
TransDigm's very strong profit margins and improving commercial
aerospace market conditions, combined with contributions by
McKechnie, will enable the company to delever and restore credit
metrics to levels more appropriate for the rating over the next 18
to 24 months," said Standard & Poor's credit analyst Roman Szuper.
The debt-financed purchase of McKechnie, TransDigm's largest to
date, will considerably weaken its credit metrics and increase the
financial risk profile, which S&P now views as highly leveraged.
Pro forma total debt to EBITDA will be more than 6x (including
McKechnie EBITDA), compared with 4.7x for TransDigm alone on a
trailing 12 month basis ended June 30, 2010.  Pro forma total debt
to EBITDA, including the new debt but excluding McKechnie EBITDA,
will be more than 8x.  However, S&P expects total debt to EBITDA
to decline to about 5x over the next two years, reflecting
primarily growing earnings, but no material debt reduction.
TransDigm has the ability to delever quicker by using relatively
strong free cash flow for debt reduction, but S&P views this as
unlikely given the company's strategy to make frequent
acquisitions (they contributed about a half of historical sales
growth) funded partly with free cash flow.  Key credit protection
measures have fluctuated over the years and they were better than
average for the rating prior to the October 2009 $400 million
debt-financed dividend.

S&P views TransDigm's business risk profile as fair, stemming from
its participation in the cyclical and competitive commercial
aerospace industry, partly offset by efficient operations, very
high profit margins, well-established position in niche markets
for highly engineered aircraft components, and product diversity
strengthened somewhat by the McKechnie acquisition.

McKechnie is a privately owned diversified aerospace supplier with
2010 sales of about $300 million, complementing TransDigm's
competitive business position focusing on proprietary and sole
source aerospace components with significant aftermarket content.
TransDigm's sales from such products account for an overwhelming
portion of total sales and represent a significant barrier to
entry.  This, combined with relatively low per-unit prices of the
components, has allowed the company to steadily raise prices, even
in periods of economic weakness.  TransDigm has a history of
effective integration and margin improvement of acquired companies
by increasing efficiency, cutting costs, and obtaining better
pricing, as demonstrated by its exceptional operating margins
(before D&A) of 47%, before the McKechnie acquisition.  While
McKechnie does have strong operating margins in the low 30% area,
S&P expects TransDigm to realize margin improvement as it
integrates the business, although there are some risks involved
with this relatively large acquisition.

The recovering global economy, rebounding air traffic, much better
airline profits, high aircraft utilization, modest airline
capacity additions, and stabilized credit markets have improved
conditions in commercial aerospace, following a steep decline in
demand in 2009.  This sector consists of original equipment
products related to new aircraft (30% to 35% of TransDigm pro
forma sales) and aftermarket products (about 40%).  As a result,
S&P expects increasing jetliner deliveries over the next two to
three years, supported by announced production rate increases by
Boeing Co. and Airbus SAS on their popular models.  Global air
traffic, a key driver of aftermarket sales generating most of
TransDigm's earnings, has shown a solid recovery in 2010 and has
enabled the company to increase related revenues compared with
relatively weak levels in 2009.  Further aftermarket gains will
depend on worldwide economic recovery and the resulting air
traffic growth.  TransDigm's military business (25% to 30%) has
benefitted from high levels of defense spending in recent years,
although the growth of defense outlays has slowed noticeably and
there could be more program cancellations or reductions.
Therefore, S&P expects relatively flat military sales over the
next 12 months.

The outlook is negative.  The McKechnie acquisition resulted in
considerably weaker-than-expected credit protection measures.
However, S&P expects TransDigm's very strong profit margins and
improving commercial aerospace market conditions, combined with
contributions by McKechnie, to enable the company to delever and
restore credit metrics that are more appropriate for the rating
over the next 12-18 months.  S&P could revise the outlook to
stable if management uses excess cash to reduce debt or higher
earnings result in total debt to EBITDA of 5x-5.5x.  S&P could
lower the ratings if total debt to EBITDA remains above 6x at the
end of 2011, which could be caused by integration challenges, a
deterioration in aftermarket conditions, or increased debt.


TRONOX INC: Wins Approval of $125MM Exit Loans from Wells Fargo
---------------------------------------------------------------
The Hon. Allan L. Gropper of the U.S. Bankruptcy Court for the
Southern District of New York authorized Tronox Inc.. et al., to:

   a) enter into that certain $125 Million Senior Secured Credit
      Facility Commitment Letter, dated as of October 12, 2010,
      with Wells Fargo Capital Finance, LLC; and

   b) in connection therewith, incur certain indemnification
      obligations and to pay Wells Fargo an arrangement fee, a
      ticking fee and certain transaction expenses.

The Debtor related that to fund cash payments required by the Plan
and to meet the go-forward operating and working capital needs of
the reorganized business, the Plan contemplates that Tronox will
emerge from chapter 11 with approximately $470 million in funded
debt borrowed under two facilities: (a) a $425 million senior
secured term loan facility; and (b) a senior secured asset-
based revolving credit facility with commitments of $125 million.

Tronox recently received approval from the Court to engage Goldman
Sachs Lending Partners LLC to refinance the existing term loans
under its $425 million debtor-in-possession and exit financing
facility.

In exchange for Wells Fargo's commitment, which will remain open
until January 31, 2011, Tronox agreed to pay certain customary
fees and expenses, including:

   -- an arrangement fee of 1.75% of Wells Fargo's $125 million
      commitment, or $2,187,500, 50% of which is earned upon
      execution and delivery of the Commitment Letter and payable
      upon Bankruptcy Court approval thereof, and 50% of which is
      payable at the closing of the Revolving Facility;

   -- a ticking fee of 0.50% per annum on $125 million, the fee to
      accrue from and after the date the Commitment Letter is
      executed until the earlier of the closing of the Revolving
      Facility or the termination of the Commitment Letter; and

   -- Wells Fargo's reasonable and documented out-of-pocket fees
      and expenses in connection with the Commitment Letter and
      the documentation of the Revolving Facility (including the
      reasonable and documented fees and disbursements of Wells
      Fargo's counsel), including a $100,000 expense deposit.

                 Overview of the Revolving Facility

Lenders          Wells Fargo Capital Finance, LLC and other
                 institutions that may become parties to the
                 financing arrangements as lenders as arranger may
                 determine and are approved by the Company.

Administrative   Wells Fargo Capital Finance, LLC
and Collateral
Agent


Revolving Facility An aggregate $125,000,000 senior secured
                   revolving credit facility, consisting of
                   revolving loans subject to the Borrowing
                   Base, including a subfacility for letters of
                   credit with a sublimit on LCs outstanding at
                   any time of $50,000,000, and a portion of
                   the facility available as Swingline loans (with
                   a sublimit on Swingline Loans outstanding at
                   any time in an amount to be determined).

                   The Revolving Facility may include a separate
                   revolving loan facility or subfacility to be
                   provided with respect to export-related
                   accounts receivable of the Borrowers based on
                   a guarantee by the Export-Import Bank of the
                   United States under its Working Capital
                   Guarantee Program.  The facility or
                   subfacility will be on terms customary for
                   similar facilities within the Working Capital
                   Guarantee Program.


                   Borrower will have the option to increase the
                   facility to $150,000,000, subject to the
                   terms and conditions of the Commitment Letter.


Term               The earlier of (a) 60 days prior to the
                   maturity date of the Term Loan Exit Facility;
                   and (b) four years from the Closing Date,
                   subject to extensions as may be agreed by the
                   Company and the lenders.

Use of Proceeds    To (a) fund certain fees and expenses
                   associated with the Revolving Facility, (b)
                   repay in full the Tranche B-2 Term Loan
                   outstanding as of the Closing Date and (c)
                   finance the ongoing working capital, capital
                   expenditure and general corporate needs of
                   Borrowers and the making of loans to other
                   subsidiaries or affiliates.

Interest Rate      At Tronox's election, at one of the following
                   rates, plus the Applicable Margin:

                  - The Base Rate, which means the greatest of
                    (i) the prime lending rate as announced
                    from time to time by Wells Fargo Bank,
                    N.A., (ii) the Federal Funds Rate plus
                    0.50% and (iii) the one month LIBOR Rate
                    (which rate will be determined on a daily
                    basis) plus 0.50%; or


                   - The LIBOR Rate, which means the rate per
                     annum, determined by Agent in accordance
                     with its customary procedures, at which
                     dollar deposits are offered to major banks
                     in the London interbank market, adjusted
                     by the reserve percentage prescribed by
                     governmental authorities as determined by
                     Agent.  The LIBOR Rate will be available
                     for an interest period of one, two, three
                     or six months.

Applicable Margin ranges from 2% to 2.5% in respect of the Base
Rate, and 3% to 3.5% in respect of the LIBOR Rate, in each case
depending on the Average Excess Availability under the Revolving
Facility in the preceding 90 days.

                       About Tronox Inc.

Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection on January 13, 2009 (Bankr.
S.D.N.Y. Case No. 09-10156).  The case is before Hon. Allan L.
Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and
Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York,
represent the Debtors.  The Debtors also tapped Togut, Segal &
Segal LLP as conflicts counsel; Rothschild Inc. as investment
bankers; Alvarez & Marsal North America LLC, as restructuring
consultants; and Kurtzman Carson Consultants serves as notice and
claims agent.

An official committee of unsecured creditors and an official
committee of equity security holders have been appointed in the
cases.  The Creditors Committee has retained Paul, Weiss, Rifkind,
Wharton & Garrison LLP as counsel.

Until September 30, 2008, Tronox Inc. was publicly traded on the
New York Stock Exchange under the symbols TRX and TRX.B.  Since
then, Tronox Inc. has traded on the Over the Counter Bulletin
Board under the symbols TROX.A.PK and TROX.B.PK.  As of
December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares
of class A common stock and 22,889,431 outstanding shares of class
B common stock.


TROPICANA ENTERTAINMENT: Lenders Seek to Cut Final Fees
-------------------------------------------------------
Bankruptcy Law360 reports that the steering committee for secured
lenders to Tropicana Entertainment LLC has sought to slash
millions of dollars in purportedly inflated legal and professional
fees related to the casino operator's completed bankruptcy.

                   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).


ULTIMATE ESCAPES: Selling Properties to Three Buyers
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Ultimate Escapes Inc. was authorized to sell its
properties last week.  According to the report, secured lender
CapitalSource Finance LLC is buying most of the properties in
exchange for $52.7 million in secured debt.  Laurence Development
LP bought 10 properties for $14.3 million cash. One property went
for $1.8 million cash.

                       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.


UNI-PIXEL INC: Posts $1.5 Million Net Loss in September 30 Quarter
------------------------------------------------------------------
Uni-Pixel, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $1.48 million on $37,273 of revenue for
the three months ended September 30, 2010, compared with a net
loss of $1.51 million on $0 revenue for the same period last year.

The Company has negative working capital of $2.99 million and has
an accumulated deficit of $52.86 million as of September 30, 2010.

The Company's balance sheet as of September 30, 2010, showed
$1.26 million in total assets, $4.15 million in total liabilities,
and a stockholders' deficit of $2.89 million.

PMB Helin Donovan, LLP, in Houston, expressed substantial doubt
about the Company's ability to continue as a going concern,
following the Company's 2009 results.  The independent auditors
noted that the Company has sustained losses and negative cash
flows from operations since inception.

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

               http://researcharchives.com/t/s?6d3d

The Woodlands, Tex.-based Uni-Pixel, Inc. (OTC BB: UNXL)
-- http://www.unipixel.com/-- is a production stage company
delivering its Clearly Superior(TM) Performance Engineered Films
to the Lighting & Display, Solar and Flexible Electronics market
segments.


UNION CARBIDE: Moody's Ups Ratings on Debentures to Baa3 From Ba2
-----------------------------------------------------------------
Moody's Investors Service changed the outlook on the debt of The
Dow Chemical Company to stable from negative.  Moody's affirmed
Dow's remaining ratings at Baa3 and raised the ratings on Union
Carbide Corporation debentures to Baa3 reflecting the decline in
asbestos liability cases and its large receivable from Dow.
Moody's also withdrew the ratings on several issues of legacy Rohm
and Haas debt.

                        Ratings Rationale

Dow's stable outlook reflects the company's stronger than
anticipated earnings performance since its acquisition of Rohm and
Haas Company in 2009, management's continuing emphasis on debt
reduction and Moody's expectation that Dow will be able to
generate metrics that would fully support an investment grade
rating in 2011.  Quarterly EBITDA in 2010 has improved
significantly from the recessionary levels of 2009, exceeding
$1.8 billion in every quarter.  Third quarter EBITDA was much
stronger than previously anticipated as cash margins for several
key commodities expanded more than offsetting the normal seasonal
weakness.  Low U.S. natural gas prices and associated liquids will
continue to benefit earnings from its Basic Chemicals and Basic
Plastics segments over the next several years and lower feedstock
costs in its Performance segments.  Furthermore, Moody's believes
that Dow's advantaged U.S. ethylene position will facilitate the
successful formation of a "K-Dow" like venture over the next 12-18
months, greatly accelerating Dow's potential deleveraging.

Moody's raised the ratings on the senior unsecured debentures
issued by Union Carbide to Baa3 reflecting Dow's stable outlook, a
significant decline in cash costs related to the litigation and
settlement of UCC's asbestos claims, and the size of the
receivables from Dow on UCC's balance sheet.  In 2003, UCC moved
to a more aggressive litigation strategy with respect to asbestos
product litigation claims, which has resulted in a substantial
reduction in large settlements with plaintiffs' lawyers and the
dismissal of a much larger number of cases.  This strategy has
modestly reduced the per claimant cost and allowed the company to
reduce the absolute number of individual claimants from over
130,000 to less than 45,000 as of June 30, 2010.

Over this same period, UCC has generated a substantial amount of
cash which has been loaned to Dow.  With the divestiture of some
of UCCs assets in 2009, this receivable has grown to over
$4.1 billion as of June 30, 2010.  Moody's believe that the size
of this receivable dwarfs any reasonable estimation of UCC
asbestos liability, the estimated future pension and benefit
costs, as well as the $571 million of outstanding debt on the
balance sheet.  Hence, UCC debenture holders should have the same
senior unsecured claim on Dow as Dow's existing bondholders, which
is reflected in the Baa3 rating.

The ratings on the Rohm and Haas Euro Notes due 2012 and Notes due
2029, are being withdrawn due to the expectation that information
will not be adequate to maintain the rating.

Ratings Assigned:

Issuer: Dow Chemical Company

  -- $3 billion Revolving Facility due 2014, at Baa3

Ratings Upgrades:

Issuer: Union Carbide Corporation

  -- UCC 7.875% Debentures due 2023, to Baa3 from Ba2
  -- UCC 7.5% Debentures due 2025, to Baa3 from Ba2
  -- UCC 7.75% Debentures due 2096, to Baa3 from Ba2
  -- UCC varioous IRBs, to Baa3 from Ba2

Ratings Withdrawn:

Issuer: Rohm and Haas (R&H)

R&H Euro Notes due 2012

R&H Notes due 2029

Ratings Affirmed:

  -- Dow Long Term Issuer Rating, at Baa3
  -- Dow Commercial Paper, at P-3
  -- Dow Shelf, at Baa3
  -- Dow Notes due in next 12 months, at Baa3
  -- Dow Notes due in 2012, at Baa3
  -- Dow Notes due after 2012, at Baa3
  -- Dow IRB/PCRB, at Baa3
  -- R&H Notes due 2013, at Baa3
  -- R&H Notes due 2017, at Baa3
  -- R&H Notes due 2020, at Baa3
  -- Morton Debentures due 2020, at Baa3

The Dow Chemical Company (Baa3 Issuer Rating, stable outlook) is
one of the largest chemical companies in the world, with LTM
(ending June 30, 2010) revenues over $52 billion.  Dow has global
leadership positions in a broad array of chemicals, including
ethylene, polyethylene, polyurethanes, and epoxies, and many
specialty chemicals and materials.


UNITED WESTERN: Inks Oak Hill Investment Deal & JPM Forbearance
---------------------------------------------------------------
United Western Bancorp, Inc., and Equi-Mor Holdings, Inc., its
direct subsidiary, entered into a Fifth Forbearance and Amendment
Agreement with JPMorgan Chase Bank, N.A., on October 29, 2010.

The terms of the Fifth Forbearance Agreement provide, among other
things, that (i) JPMorgan agrees to forbear from exercising its
rights and remedies under the Loan Documents on account of the
Fifth Forbearance Disclosed Defaults provided the Company and the
Pledgor satisfy all obligations set forth in the Fifth Forbearance
Agreement from the Effective Date as defined in the Agreement
until the earlier of: (i) the end of business on January 14, 2011;
or (ii) the occurrence of a default, other than the Fifth
Forbearance Disclosed Defaults, under any of the Loan Documents,
the Fifth Forbearance Agreement or any other agreement required to
be entered into by the Fifth Forbearance Agreement.

The forbearance by JPMorgan is conditioned upon, among other
things, the Company entering into an investment agreement with at
least two anchor investors on or before October 31, 2010, with the
investment agreement providing for the investment by the anchor
investors of no less than $91 million and collectively, an
investment of approximately $200 million of new money capital in
the Company.

The Company entered into an investment agreement on October 28,
2010, with Oak Hill Capital Partners III, L.P. and Oak Hill
Capital Management Partners III, L.P., Lovell Minnick Equity
Partners III LP and Lovell Minnick Equity Partners III-A LP,
Legent Group, LLC, and Henry C. Duques, the former Chairman and
Chief Executive Officer of First Data Corporation.

Pursuant to the Investment Agreement, the Company will seek to
raise in the aggregate at least $200,000,000 but not more than
$205,000,000, and the Lead Anchor Investors will each purchase
117,500,000 shares of common stock, par value $0.0001 per share,
of the Company for $0.40 per share, for a total investment of
$94,000,000.

The Legent Group will purchase 7,500,000 shares of Common Stock
for $0.40 per share, for a total investment of $3,000,000, and
Duques will purchase 15,000,000 shares of Common Stock for $0.40
per share, for a total investment of $6,000,000. In addition, each
Anchor Investor will each receive warrants to purchase 10.0% of
the number of shares of Common Stock that they purchased under the
Investment Agreement.

A full-text copy of the Investment Agreement is available at no
charge at http://ResearchArchives.com/t/s?6d43

The terms of the Fifth Forbearance Agreement also provide that the
Company will pay JPMorgan monthly interest payments for the months
of October, November and December of 2010 and January of 2011;
provided, however, that the Fifth Forbearance Interest Payments
are subject to the Company's prior receipt of the written non-
objection of the Office of Thrift Supervision.

In addition, the terms of the Fifth Forbearance Agreement provide
that the Company will cause the proceeds of any Stated Capital
Raise to be used, first and foremost, to pay off all the
Liabilities the Company owes to JPMorgan under the Loan Documents,
provided, however, that the Liabilities under the Loan Documents
shall be deemed to be fully satisfied if: (A) on or before
January 14, 2011, the Company pays to JPMorgan an amount from
the proceeds of the Stated Capital Raise equal to the sum of:
(i) $10,562,500, (ii) all accrued but unpaid interest due under
the Loan Documents and (iii) all other fees, costs and expenses
due under the Loan Documents; and (B) no Forbearance Default
occurs prior to receipt of the Capital Proceeds Payment.  The
payment by the Company of the Capital Proceeds Payment to JPMorgan
is subject to the Company's prior receipt of the written non-
objection of the OTS.

A full-text copy of the JPM Forbearance Agreement is available at
no charge at http://ResearchArchives.com/t/s?6d44

            Letter Agreement with Equity Trust Company

The Company's subsidiary United Western Bank(R) entered into a
letter agreement on October 27, 2010, with Equity Trust Company,
Equity Administrative Services, Inc., and Sterling Administrative
Services, LLC, whereby ETC and the Companies agree not to exercise
their right to terminate the Amended and Restated Subaccounting
Agreement dated June 27, 2009, as amended, in the event the Bank
were to file its thrift financial report with the OTS which
reflects that the Bank is undercapitalized as defined in 12 C.F.R.
Sec. 565.4(b)(3) during the Restricted Period, as defined in the
Letter Agreement.

A full-text copy of the ETC Agreement is available at no charge
at http://ResearchArchives.com/t/s?6d45

             Amendment Number 1 to Purchase Agreement

On October 28, 2010, the Company and the Bank -- as buyers --
entered into Amendment Number 1 to Purchase Agreement with Legent
Group and Duques -- as sellers -- whereby the Buyers and Sellers
agreed to amend that certain Purchase Agreement dated June 9,
2010, regarding the sale of Legent Clearing, LLC, by (i) extending
the Drop Dead Date to November 30, 2010, or to December 31, 2010
if any consent or approval required to be obtained from any
banking regulatory agency or any Governmental or Regulatory Entity
has not been obtained by November 30, 2010; (ii) allowing the
Sellers, on or prior to the closing of the sale transaction, to
contribute cash to Legent Clearing, LLC to the extent necessary to
make the Adjusted Book Value equal to or less, but not in excess
of, $10 million; and (iii) agreeing to reduce the Escrowed Funds
from $6 million to $3 million and allowing Legent Group or Duques
to utilize the $3 million in the reduced Escrowed Funds proceeds
to be used as an investment pursuant to the Investment Agreement.

A full-text copy of Amendment No. 1 is available at no charge
at http://ResearchArchives.com/t/s?6d47

                   About Lovell Minnick Partners

Lovell Minnick Partners LLC -- http://www.lovellminnick.com/-- is
a private equity firm providing buyout and growth capital to
companies in the financial services industry. From offices in the
Los Angeles and Philadelphia areas, Lovell Minnick manages private
equity partnerships totaling $800 million on behalf of qualified
private and institutional investors. Portfolio companies of Lovell
Minnick operate in various areas of the global financial services
industry, including asset management, financial product
distribution, outsourced administration services, securities
brokerage, financial consulting, and commercial and trust banks.

                 About Oak Hill Capital Management

Oak Hill Capital -- http://www.oakhillcapital.com/-- is a private
equity firm with more than $8.2 billion of committed capital from
leading entrepreneurs, endowments, foundations, corporations,
pension funds and global financial institutions.  Robert M. Bass
is the lead investor.  Over a period of more than 24 years, the
professionals at Oak Hill Capital and its predecessors have
invested in more than 60 significant private equity transactions.
Oak Hill Capital is one of several Oak Hill partnerships, each of
which has a dedicated and independent management team. These Oak
Hill partnerships comprise over $30 billion of investment capital
across multiple asset classes.

                   About United Western Bancorp

Denver, Colorado-based United Western Bancorp, Inc. (NASDAQ: UWBK)
-- http://www.uwbancorp.com/-- is a holding company whose
principal subsidiary, United Western Bank, is a community bank
focused on Colorado's Front Range market and selected mountain
communities.


UNIVERSITY CITY: S&P Gives Positive Outlook, Affirms 'B' Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Orlando, Florida-based theme park operator University City
Development Partners Ltd. to positive from stable.  All existing
ratings on the company, including S&P's 'B' corporate credit
rating, were affirmed.

"The outlook revision is based upon very strong preliminary third-
quarter results, and S&P's expectation that performance will
likely continue to be strong in 2011," said Standard & Poor's
credit analyst Andy Liu.

The Wizarding World of Harry Potter appears to be having a
significantly positive effect on operating performance.  During
the quarter ended Sept. 30, 2010, attendance climbed 36%, revenues
increased 62% to $364 million, and EBIT more than doubled to
$127 million.  This is the first full operating quarter with the
Harry Potter attraction, which officially opened in late June.
Furthermore, given the fact that the final Harry Potter movie will
be released in two installments--one later this month and the
other in the summer of 2011--S&P believes that this strong
momentum will carry into next year.

Based on the strong preliminary third-quarter results, S&P expects
full-year revenue growth to likely exceed 25% and that EBITDA
growth could reach 20% in 2010.  S&P further anticipates that
leverage will approach the mid-5x area by the end of 2010 and that
discretionary cash flow will exceed $80 million.  S&P is also
incorporating the expectation that EBITDA will increase in the
high-single-digit percentage area in 2011, driven by continued
strong visitation trends stemming from the Harry Potter
attraction.  Under this forecast scenario, S&P expects credit
measures to improve meaningfully and to be more reflective of a
'B+' rating by mid 2011.

For the 12 months ended June 30, 2010, EBITDA coverage of interest
was about 2x and total debt to EBITDA was 6.8x (excluding any
effect of a put right by Steven Spielberg to the company).  Per a
consultant agreement, Spielberg is entitled to a certain
percentage of park revenue and has the right to demand a one-time
cash payment equal to the present value of the cash flow stream.
The put right is exercisable in June 2017.

The 'B' corporate credit rating reflects the strong competition
between theme park operators in Orlando and the company's
aggressive financial policy.  Universal City is the second largest
theme park operator in Orlando.  It owns and operates two theme
parks: Universal Studios Florida and Islands of Adventure, as well
as City Walk (an entertainment and shopping complex).  The company
competes with five major theme parks within a 10-mile radius in
the Orlando area, four of which belong to the Walt Disney Company.
Walt Disney is by far the market leader, and competition between
parks is fierce.  Universal City's target market is families with
children older than 10.  This helps the company to differentiate
itself slightly from Walt Disney, which is primarily focused on
younger families.  Over the past several years, Universal City has
been attempting to transform itself into a multiday destination
resort.  However, its attractions have not been extensive enough
to support sales of passes for longer than two days.  Sale of one-
and two-day passes accounts for about 57% of ticket revenues.  The
opening of The Wizarding World of Harry Potter, with its extensive
themed area, could aid the transformation.


UNIVISION COMMUNICATIONS: S&P Raises Corp. Credit Rating to 'B'
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on New York City-based Univision Communications Inc. to 'B'
from 'B-'.  The rating was removed from CreditWatch, where it was
placed with positive implications Oct. 5, 2010.  The rating
outlook is stable.

S&P also raised the issue-level ratings on Univision's debt that
were previously on CreditWatch by one notch in conjunction with
the corporate credit rating upgrade.  These ratings were
subsequently removed from CreditWatch.  The recovery ratings on
the company's debt remain unchanged.

"The rating upgrade reflects the successful extension of roughly
$6.2 billion of senior secured credit facilities that was
scheduled to mature in 2014, which in S&P's opinion helps to
reduce refinancing risk and increase financial flexibility," noted
Standard & Poor's credit analyst Michael Altberg.  "The amendment,
along with the company's agreement with Televisa, could help to
make future refinancing more feasible."

Univision pushed out the maturity of about $5.7 billion of its
$7 billion term loan to March 2017 from September 2014.  In
addition, the company extended roughly $409 million of its
revolving credit facility to March 2016 from March 2014, and
termed out the remaining $137 million to March 2017.  In exchange
for the extension, pricing will increases by 200 basis points on
both facilities, or roughly $124 million of additional interest
expense per year -- an 18% increase over its current annual
interest expense.  S&P believes this increased interest expense is
manageable given its expectation for continued moderate EBITDA
growth over the intermediate term.  In addition, the company
recently completed an offering for $750 million of 7.875% senior
secured notes due 2020, which was used to pay down senior secured
term debt maturing in 2014.

S&P expects Univision to use $1.1 billion of proceeds from the
Televisa agreement to repay its senior toggle notes due 2015.
According to terms of the amendment and extension, if on or prior
to Jan. 29, 2015, the company has received the Televisa investment
of $1.1 billion and used proceeds to repay the 2015 notes, the
maturity extensions on the senior secured credit facilities will
remain in place.  Conversely, if the Televisa transaction hasn't
taken place by Jan. 29, 2015, or the company hasn't been able to
refinance the 2015 notes so that no more than $250 million remain
outstanding, the maturities on the extended senior secured credit
facilities will be shortened to Jan. 29, 2015.  As a result, if
S&P becomes convinced that the Televisa agreement will not be
completed -- which in S&P's opinion could heighten refinancing
risk -- S&P could lower the rating.

The 'B' corporate credit rating reflects the company's steep debt
leverage and weak interest coverage due to its 2007 leveraged
buyout, advertising pricing that is not commensurate with its
audience share, and weak trends in radio advertising, which remain
under economic pressure and have been negatively affected by
Arbitron's Portable People Meter rollout.  Positive rating factors
contributing to S&P's business risk profile assessment of
satisfactory include Univision's position as the dominant U.S.-
based Spanish-language TV and radio broadcaster, favorable long-
term contracts to purchase popular TV programming, and positive
trends in Spanish-language population and viewing.


US DATAWORKS: Appoints Grant Thornton as New Independent Auditors
-----------------------------------------------------------------
US Dataworks, Inc., announced Friday the appointment of Grant
Thornton LLP, U.S. member firm of Grant Thornton International
Ltd., as its independent registered public accounting firm for its
fiscal year ended March 31, 2011.

Prior to the selection of Grant Thornton, Ham, Langston & Brezina,
LLP ("HLB") had served as the Company's independent registered
public accounting firm.  There have been no disagreements between
the Company and HLB on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or
procedure.

Randall J. Frapart, the Company's CFO, commented, "Given our stage
of growth and the foundation of our product initiatives, we see
tremendous value in the resources and expertise that Grant
Thornton can provide.  Being associated with a firm of this
caliber will benefit our shareholders, our customers and the
Company alike.  It is a privilege to engage Grant Thornton, and we
look forward to a successful and long engagement."

                        About US Dataworks

Sugar Land, Tex.-based US Dataworks, Inc. (OTC BB: UDWK)
-- http://www.usdataworks.com/-- provides enterprise payments
solutions to financial institutions, billers and government
entities.

At June 30, 2010, the Company's balance sheet showed $5.67 million
in total assets, $4.43 million in total liabilities, and
shareholders' equity of $1.24 million.

As reported in the Troubled Company Reporter October 11, 2010,
Silicon Valley Bank ("SVB") has agreed, for the period
beginning on September 30, 2010, and ending on October 13, 2010,
to forbear from filing any legal action or instituting or
enforcing any rights and remedies it may have against the Company
arising out of the Company's failure to comply with certain
financial covenants under the Loan Agreement and Subordination
Agreement.


US ONCOLOGY: Moody's Puts Ratings Under Review for Possible Raise
-----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of McKesson
Corporation (Baa2/Prime-2) and its stable outlook following news
that the company has signed a definitive agreement to acquire U.S.
Oncology for approximately $2.16 billion.  At the same time,
Moody's is placing the ratings of U.S. Oncology Holdings, Inc.
(CFR of B2) and U.S. Oncology, Inc., under review for possible
upgrade.  Moody's understands that McKesson plans to refinance the
existing debt of U.S. Oncology, which will add about $1.7 billion
of incremental debt to its balance sheet.  Moody's anticipates
that U.S. Oncology's existing ratings will be withdrawn if the
debt is taken out.

"Moody's believe the acquisition of U.S. Oncology will reduce
McKesson's flexibility to engage in further acquisitions, but its
financial strength measures should remain at levels appropriate
for its Baa2 rating," said Diana Lee, a Moody's Senior Credit
Officer.  "This is among the largest acquisitions that McKesson
has made in the recent past and comes on the heels of an
accelerated buyback initiative," continued Ms. Lee.

U.S. Oncology should offer McKesson greater opportunities to
partner with community-based oncologists, augmenting its existing
specialty distribution business.  However, U.S. Oncology's EBITDA
levels and margins have been under pressure in recent years as
tougher ESA (erythropoietin-stimulating agent) prescribing
guidelines for treating anemia in cancer patients continue to
affect profitability.  Moody's believe that the impact of further
requirements or guidelines, including the potential for CMS to
issue a national coverage decision on the use of ESAs is unknown
at this time.

McKesson's Baa2 rating reflects its position as one of the
nation's leading drug distributors, but also considers extremely
thin operating margins that remain subject to pressure from
customers.  Compared to its peers, however, McKesson does benefit
from its higher margin technology solutions business, which
accounts for about 15-20% of operating profits.

The stable outlook reflects Moody's expectation that as McKesson
takes on this incremental debt, it will sustain, at a minimum,
financial strength ratios consistent with a Baa2 rating (including
FCF/Debt of 20%).  It further assumes that the company is likely
to maintain leverage below the upper end of its 30-40% target
reported Debt/Capitalization ratio.

If future debt-financed acquisitions or buybacks result in
leverage that is sustained at the high end of or above the
company's targeted Debt/Capitalization ratio, financial strength
measures fall below those consistent with a Baa2 rating, or
margins show material deterioration, the ratings could be
downgraded.

In light of incremental debt, an upgrade is unlikely over the
foreseeable future.  Over time, if the company can sustain ongoing
margin improvement, achieve greater balance across its various
distribution and IT segments, as well as return to more moderate
levels of acquisition and share buyback activity, the ratings
could face upward pressure.

Ratings affirmed:

McKesson Corporation

  -- Baa2 senior unsecured notes
  -- Baa2 backed industrial revenue bonds
  -- (P)Baa2 senior unsecured shelf
  -- (P)Baa3 subordinated shelf
  -- (P)Baa3 senior subordinated shelf
  -- (P)Baa3 junior subordinated shelf
  -- (P)Ba1 preferred shelf
  -- Prime-2 short-term rating
  -- McKesson Canada Corporation
  -- Prime-2 short-term rating

Ratings placed under review for possible upgrade:

U.S. Oncology Holdings, Inc.

  -- B2 Corporate Family Rating
  -- B2 PDR
  -- Caa1 (LGD6, 90%) senior unsecured notes

U.S. Oncology, Inc.

  -- Ba3 (LGD2, 27%) senior secured 2nd lien notes
  -- B3 (LGD5, 74%) senior subordinated notes

The last rating action for McKesson was taken on June 21, 2010,
when Moody's raised the company's long term and short term ratings
to Baa2 and Prime-2, respectively.  The last rating action for
U.S. Oncology was taken on June 4, 2009, when Moody's assigned a
Ba3 rating to the company's new second lien secured notes and
upgraded the existing senior notes to Ba3.

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

McKesson Corporation, located in San Francisco, California, is a
leading pharmaceutical drug distributor.  Its information systems
business provides software and hardware support to a large portion
of the nation's hospitals.  The company reported revenues of about
$110 billion for the twelve months ended September 30, 2010.


US AIRWAYS: Reports $250 Million Net Profit in Third Quarter
------------------------------------------------------------
US Airways Group, Inc. (NYSE: LCC) reported its third quarter
financial results.  On a GAAP basis, the Company reported a net
profit of $240 million for its third quarter 2010, or $1.22 per
diluted share, compared to a net loss of ($80) million, or ($0.60)
per share, for the same period in 2009.  The $240 million net
profit is the highest third quarter net profit in the Company's
history.

Excluding special items of $3 million, net profit for the third
quarter 2010 was $243 million, or $1.23 per diluted share.  Net
loss excluding special items for the third quarter 2009 was
($110) million, or ($0.83) per share.

US Airways Group, Inc. Chairman and CEO Doug Parker stated,
"Reporting a record third quarter profit speaks volumes about the
efforts of our 31,000 team members.  The past three years have
been extremely challenging, and our response has been swift and
decisive.  We have returned US Airways to profitability and a
leading position among our peers in financial and operational
metrics by reducing capacity, realigning our network to focus on
our primary assets, maintaining cost discipline, increasing
ancillary revenues, and establishing industry-leading operational
reliability.

"We're particularly pleased with our team's continued dedication
to customer service.  US Airways' operation is running more
efficiently than at any time in our company's history.  The
Company ranked first among the five largest network carriers in
baggage handling for the months of July and August as measured by
the U.S. Department of Transportation (DOT).  This trend
continued in September when we set an all-time Company record for
baggage handling.

"We are very proud of our team, and recently announced we will
recall approximately 300 pilots and flight attendants from
furlough status, which will supplement our international flying
in 2011 and accommodate normal attrition.  Upon exhausting our
flight attendant furlough list later this year, we anticipate
hiring new hire flight attendants in early 2011.  Our third
quarter results also include an accrual of $25 million for our
profit sharing program, and $7 million for operational incentive
payouts, bringing the total amount earned in 2010 through these
programs to nearly $60 million."

                   Revenue and Cost Comparisons

A modestly improving economy and continued industry capacity
discipline led to improved revenue performance.  Total revenues
in the third quarter were up 16.9 percent versus the third
quarter of 2009 on a 1.6 percent increase in total available seat
miles (ASMs).  Total revenue per available seat mile was 13.90
cents, up 15.0 percent versus the same period last year driven by
a 13.6 percent increase in passenger yields and an increase in
passenger load factor from 82.6 percent to 83.1 percent.

Outstanding operating reliability and continued cost diligence
allowed the Company to keep costs in check despite rising fuel
prices.  Total operating expenses in the third quarter were up 5.6
percent over the same period last year due primarily to a 16.7
percent increase in fuel expense.  Mainline cost per available
seat mile (CASM) was 11.34 cents, up 3.1 percent.  Excluding fuel
and special items, mainline CASM was flat as compared to the same
period last year at 8.06 cents, and excluding fuel, special items
and profit sharing, mainline CASM actually decreased 1.6 percent
to 7.93 cents.  Express CASM excluding fuel was 13.32 cents, up
4.4 percent on a 1.5 percent decline in ASMs.

                            Liquidity

During the third quarter, the Company purchased approximately
$69 million aggregate principal amount of its 7 percent senior
convertible notes due 2020, at a price of $1,000 per $1,000 of
principal amount.  After giving effect to the purchase of the
tendered notes, approximately $5 million principal amount of the
notes remain outstanding.

As of Sept. 30, 2010, the Company had approximately $2.4 billion
in total cash and investments, of which $389 million was
restricted, up from $2.0 billion of which $530 million was
restricted on Sept. 30, 2009.

                        Business Outlook

Parker continued, "Looking forward, our plan is simple: Continue
to take care of our customers by delivering superior operational
results; maintain capacity discipline; aggressively manage our
costs; and focus our assets in the markets that produce the best
financial results for our airline."

                  Other Notable Accomplishments

  * Announced daily, nonstop seasonal summer service from
    Charlotte Douglas International Airport to Madrid, Spain
    and to Dublin, Ireland, which will begin in May 2011.  The
    new flights complement US Airways' daily, nonstop year-
    round service to both destinations from Philadelphia, the
    airline's international gateway.

  * Announced new service to seven cities and increased service
    to three existing markets from New York's LaGuardia Airport,
    effective Oct. 31.  The new and expanded service will be
    operated by US Airways Express partners Air Wisconsin,
    Chautauqua Airlines, Piedmont Airlines, PSA Airlines and
    Republic Airways.

  * Announced a new bilateral codeshare agreement with Star
    Alliance partner, Turkish Airlines.  US Airways customers
    will have access to Istanbul, Turkey via Turkish Airlines
    service from Frankfurt, Munich and Zurich and will gain
    access to four new destinations including Adana, Izmir,
    Antalya and Ankara, Turkey via Istanbul.  Nonstop travel
    options to Istanbul are also available for US Airways
    customers via Turkish Airlines service at New York's John F.
    Kennedy International Airport and Chicago O'Hare
    International Airport.

  * Launched FastPathSM -- an expedited airport experience for
    customers traveling between Boston and Philadelphia.
    FastPath features dedicated facilities for curbside check-in
    and bag drop, ticket counter check-in, security checkpoint
    lanes, departure gates and baggage claim carousels.

  * Received distinction as one of the 50 best companies for
    Latinas by LATINA Style magazine for 2010.  US Airways was
    the only airline included among the top 50 companies.  Also
    during the quarter, the Company received distinction as one
    of "Best Places to Work" and earned a 100 percent rating on
    the Human Rights Campaign's Corporate Equality Index, which
    measures companies' attitudes and policies toward lesbian,
    gay, bisexual and transgender employees and customers.  This
    is the sixth year in a row the airline has achieved a
    perfect score.

              Analyst Conference Call/Webcast Details

An archive of the webcast of US Airways' earnings call held
October 20, 2010, is available in the Public/Investor Relations
portion of the carrier's Web site until Nov. 20, 2010.

    A full-text copy of US Airways' 3rd quarter 2010 financial
results is available for free at:

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

                      US Airways Group, Inc.
              Condensed Consolidated Balance Sheet
                   As of September 30, 2010

Assets
Current Assets
  Cash and cash equivalents                      $1,940,000,000
  Accounts receivable, net                          371,000,000
  Materials and supplies, net                       223,000,000
  Prepaid expenses and other                        538,000,000
                                                ---------------
Total current assets                              3,072,000,000
Property and equipment
  Flight equipment                                4,105,000,000
  Ground property and equipment                     824,000,000
Less: accumulated depreciation and amortization  (1,250,000,000)
                                                ---------------
                                                  3,679,000,000
  Equipment purchase deposits                        91,000,000
                                                ---------------
  Total property and equipment                    3,770,000,000
Other assets
  Other intangibles, net                            483,000,000
  Restricted cash                                   389,000,000
  Investments in marketable securities               59,000,000
  Other assets, net                                 233,000,000
                                                ---------------
     Total other assets                           1,164,000,000
                                                ---------------
        Total assets                             $8,006,000,000
                                                ===============
Liabilities and Stockholders' Equity (Deficit)
Current liabilities
  Current maturities of debt and capital leases    $441,000,000
  Accounts payable                                  372,000,000
  Air traffic liability                           1,036,000,000
  Accrued compensation and vacation                 256,000,000
  Accrued taxes                                     154,000,000
  Other accrued expenses                            790,000,000
                                                ---------------
     Total current liabilities                    3,049,000,000
Noncurrent liabilities and deferred credits
  Long-term debt and capital leases               3,987,000,000
  Deferred gains and credits, net                   342,000,000
  Employee benefit liabilities and other            554,000,000
                                                ---------------
Total noncurrent liabilities and deferred credits 4,883,000,000

Stockholders' (equity) deficit
Common stock                                          2,000,000
Additional paid-in capital                        2,117,000,000
Accumulated other comprehensive income               34,000,000
Accumulated deficit                              (2,066,000,000)
Treasury stock                                      (13,000,000)
                                                ---------------
  Total stockholders' equity (deficit)               74,000,000
Total liabilities and stockholders' equity       $8,006,000,000
                                                ===============

                     US Airways Group, Inc.
         Condensed Consolidated Statements of Operations
           For Three Months Ended September 30, 2010

Operating revenues:
  Mainline passenger                             $2,066,000,000
  Express passenger                                 746,000,000
  Cargo                                              37,000,000
  Other                                             330,000,000
                                                ---------------
Total operating revenues                         3,179,000,000
Operating expenses:
  Aircraft fuel and related taxes                   625,000,000
  Loss(gain) on fuel hedging instruments, net                 0
  Salaries and related costs                        579,000,000
  Express expenses                                  694,000,000
  Aircraft rent                                     168,000,000
  Aircraft maintenance                              160,000,000
  Other rent and landing fees                       143,000,000
  Selling expenses                                  118,000,000
  Special items, net                                  3,000,000
  Depreciation and amortization                      65,000,000
  Other                                             309,000,000
                                                ---------------
     Total operating expenses                     2,864,000,000

       Operating Income                             315,000,000
Non-operating income(expense):
  Interest income                                     2,000,000
  Interest expense, net                             (83,000,000)
  Other, net                                          7,000,000
                                                ---------------
      Total non-operating expense, net              (74,000,000)
                                                ---------------
Income (loss) before income taxes                   241,000,000
  Income tax provision                                1,000,000
                                                ---------------
Net income (loss)                                  $240,000,000
                                                ===============

                     US Airways Group, Inc.
         Condensed Consolidated Statement of Cash Flow
           For Nine Months Ended September 30, 2010

Net cash provided by operating activities          $789,000,000
Cash flows from investing activities:
  Purchases of property and equipment              (133,000,000)
  Purchases of marketable securities               (180,000,000)
  Sales of marketable securities                    268,000,000
  Decrease in long-term restricted cash              91,000,000
  Proceeds from sale-leaseback transactions           3,000,000
                                                ---------------
Net cash provided by investing activities            49,000,000

Cash flows from financing activities:
  Repayments of debt and capital lease oblig.      (367,000,000)
  Proceeds from issuance of debt                    120,000,000
  Deferred financing costs                           (5,000,000)
                                                ---------------
Net cash provided by financing activities          (252,000,000)
Net increase in cash and cash equivalents           586,000,000
Cash and cash equivalents at beginning period     1,299,000,000
                                                ---------------
Cash and cash equivalents at end of period       $1,885,000,000
                                                ===============

                   Confidential Treatment of Exhibits

Meanwhile, US Airways Group, Inc., and US Airways, Inc., submitted
an application under Rule 24b-2 requesting confidential treatment
for information they excluded from the Exhibits to a Form 10-K
filed on February 17, 2010.

Based on representations by US Airways Group, Inc., and US
Airways, Inc., that this information qualifies as confidential
commercial or financial information under the Freedom of
Information Act, 5 U.S.C. 552(b)(4), the Division of Corporation
Finance has determined not to publicly disclose it.

Accordingly, excluded information from these exhibits will not be
released to the public for the time period specified:

   Exhibit 10.93      through June 30, 2019
   Exhibit 10.94      through June 30, 2019
   Exhibit 10.95      through June 30, 2019
   Exhibit 10.96      through June 30, 2019
   Exhibit 10.97      through June 30, 2019

                      About US Airways

US Airways -- http://www.usairways.com/-- along with US Airways
Shuttle and US Airways Express, operates more than 3,000 flights
per day and serves more than 190 communities in the U.S., Canada,
Mexico, Europe, the Middle East, the Caribbean, Central and South
America.

Under a Chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another Chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represented the
Debtors in their restructuring efforts.  The USAir II bankruptcy
plan became effective on September 27, 2005.  The Debtors
completed their merger with America West on the same date. (US
Airways Bankruptcy News; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).

                       *     *     *

US Airways Group carries Moody's "Caa1" Long-Term rating, LT Corp.
family rating and probability of default rating.  Outlook is
negative.

US Airways Group carries Standard & Poor's "B-" LT Foreign Issuer
Credit rating and LT Local Issuer credit rating.  Outlook is also
negative.

US Airways Group carries Fitch's "CCC" LT Issuer default rating
and "C" Senior unsecured debt rating.  Outlook is also negative.


US AIRWAYS: Updates on Financial Outlook for 2010
-------------------------------------------------
US Airways Group, Inc., delivered to the U.S. Securities and
Exchange Commission on October 20, 2010, a report updating its
financial and operational outlook for 2010:

  * 2010 Capacity Guidance -- For 2010, total system capacity is
    expected to be up slightly.  Mainline is forecast to be up
    approximately one percent, with domestic down approximately
    one percent and international up approximately eight
    percent.  Express is expected to be down approximately one
    percent.

  * Cash -- As of September 30, 2010, the Company had
    approximately $2.4 billion in total cash and investments, of
    which $389 million was restricted.  In addition, as of
    September 30, 2010, the Company's auction rate securities
    had a book value of $59 million ($93 million par value).
    While these securities are held as investments in non-
    current marketable securities on our balance sheet, they are
    included in the company's unrestricted cash calculation.

  * 7% Senior Convertible Notes -- Pursuant to the terms of the
    indenture governing the Company's 7% Senior convertible
    notes due 2020 and the Company's Put Right Purchase Offer to
    Holders of the Securities dated September 1, 2010, on
    September 30, 2010, the Company accepted for purchase all
    outstanding securities that were validly tendered and not
    withdrawn as of the expiration date.  Approximately
    $68.7 million aggregate principal amount of the notes,
    representing approximately 93% of the aggregate principal
    amount of the outstanding notes prior to the Put Option,
    were validly tendered and accepted for purchase in the Put
    Option, at a price of $1,000 per $1,000 of principal amount.
    After giving effect to the purchase of the tendered notes,
    approximately $4.8 million principal amount of the notes
    remain outstanding.

  * Fuel -- For the fourth quarter 2010, the Company anticipates
    paying between $2.35 and $2.40 per gallon of mainline jet
    fuel (including taxes).

  * Profit Sharing/CASM -- Profit sharing equals 10% of pre-tax
    earnings excluding special items up to a 10% pre-tax margin
    and 15% above the 10% margin.  Profit sharing is excluded in
    the CASM guidance.

  * Cargo/Other Revenue -- Cargo revenue, ticket change fees,
    excess/overweight baggage fees, first and second bag fees,
    contract services, simulator rental, airport clubs,
    Materials Services Company (MSC), and inflight service
    revenues.  The Company's a la carte revenue initiatives are
    expected to generate in excess of $500 million in revenue in
    2010.

  * Taxes/NOL -- As of December 31, 2009, net operating losses
    (NOL) available for use by the Company was approximately
    $2.1 billion, all of which is expected to be available for
    use in 2010.  The Company's net deferred tax asset, which
    includes the NOL, is subject to a full valuation allowance.
    As of December 31, 2009, the valuation allowances associated
    with Federal and state NOL were $546 million and $77 million,
    respectively.  In accordance with generally accepted
    accounting principles, future utilization of the NOL will
    result in a corresponding decrease in the valuation allowance
    and offset the Company's tax provision dollar for dollar.  As
    a result, income tax benefits are not recognized in the
    Company's statement of operations.

The Company reported pre-tax income for the nine months ended
September 30, 2010, and utilized NOL to reduce its income tax
obligation.  However, the Company recorded $1 million of state
income tax for the nine months ended September 30, 2010, related
to certain states where NOL is either limited or not available to
be used.

For the full year 2010, the Company expects to be profitable and
will use NOL to reduce its federal and state income tax
obligation.  The Company's full year state income tax obligation
related to certain states where use of NOL is restricted is
expected to approximate $1 million.  The Company does not expect
to be subject to AMT Liability in 2010 as a result of certain
elections the Company made under the Worker, Homeownership, and
Business Assistance Act of 2009.

A full-text copy of the investor relations update is available for
free at http://ResearchArchives.com/t/s?6cbf

                      About US Airways

US Airways -- http://www.usairways.com/-- along with US Airways
Shuttle and US Airways Express, operates more than 3,000 flights
per day and serves more than 190 communities in the U.S., Canada,
Mexico, Europe, the Middle East, the Caribbean, Central and South
America.

Under a Chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another Chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represented the
Debtors in their restructuring efforts.  The USAir II bankruptcy
plan became effective on September 27, 2005.  The Debtors
completed their merger with America West on the same date. (US
Airways Bankruptcy News; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).

                       *     *     *

US Airways Group carries Moody's "Caa1" Long-Term rating, LT Corp.
family rating and probability of default rating.  Outlook is
negative.

US Airways Group carries Standard & Poor's "B-" LT Foreign Issuer
Credit rating and LT Local Issuer credit rating.  Outlook is also
negative.

US Airways Group carries Fitch's "CCC" LT Issuer default rating
and "C" Senior unsecured debt rating.  Outlook is also negative.


US AIRWAYS: Wants B. Mitchell Adversary Proceeding Stayed
---------------------------------------------------------
US Airways, Inc., and Ben Mitchell, et al., ask the U.S. District
Court for the District of Massachusetts to stay an adversary
Proceeding between them pending a decision by the United States
Court of Appeals for the First Circuit in DiFiore et al. v.
American Airlines Inc. et al.

The parties maintain that a temporary stay until the DiFiore Case
is decided will preserve judicial resources and provide necessary
guidance to themselves as to the viability of many of the claims
in the lawsuit.

In the Adversary Proceeding, Mr. Mitchell, et al., allege, among
other things, that US Airways' imposition of a $2 fee for baggage
checked curbside by skycaps violates the Massachusetts Tip
Statute and constitutes tortious interference and unjust
enrichment in violation of the states' common law.  Similar
allegations were made against American Airlines in DiFiore.  The
parties in DiFiore have filed cross-appeals on several issues,
including the preemptive effect of the Airline Deregulation Act.

"Because ADA preemption is also an important issue in the present
case, and could impact the scope of the case significantly
depending on the First Circuit's ruling, it would benefit the
Court and the Parties to await that ruling before further
litigating this matter," says Jeffrey M. Rosin, Esq., at
Constangy, Brooks & Smith, LLP, in Boston, Massachusetts, counsel
for US Airways.

According to Mr. Rosin, the Court recently issued a stay in a
similar case styled Brown et al. v. United Air Lines, Inc., which
presented the same issue of ADA preemption.

                      About US Airways

US Airways -- http://www.usairways.com/-- along with US Airways
Shuttle and US Airways Express, operates more than 3,000 flights
per day and serves more than 190 communities in the U.S., Canada,
Mexico, Europe, the Middle East, the Caribbean, Central and South
America.

Under a Chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another Chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represented the
Debtors in their restructuring efforts.  The USAir II bankruptcy
plan became effective on September 27, 2005.  The Debtors
completed their merger with America West on the same date. (US
Airways Bankruptcy News; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).

                       *     *     *

US Airways Group carries Moody's "Caa1" Long-Term rating, LT Corp.
family rating and probability of default rating.  Outlook is
negative.

US Airways Group carries Standard & Poor's "B-" LT Foreign Issuer
Credit rating and LT Local Issuer credit rating.  Outlook is also
negative.

US Airways Group carries Fitch's "CCC" LT Issuer default rating
and "C" Senior unsecured debt rating.  Outlook is also negative.


VAN CHASE: U.S. Trustee Unable to Form Creditors Committee
----------------------------------------------------------
Charles F. McVay, the U.S. Trustee for Region 19, notified the
U.S. Bankruptcy Court for the District of Colorado that he was
unable to appoint an official committee of unsecured creditors in
the Chapter 11 case of Van Chase, LLC.

The U.S. Trustee explains that there were too few unsecured
creditors who are willing to serve on a creditors committee.

Aspen, Colorado-based Van Chase, LLC, filed for Chapter 11
bankruptcy protection on August 24, 2010 (Bankr. D. Colo. Case No.
10-31555).  John D. LaSalle, Esq., who has an office in Aspen,
Colorado, assists the Debtor in its restructuring effort.
According to its schedules, the Debtor disclosed $26,528,200 in
total assets and $15,150,964 in total liabilities as of the
petition date.


VERTIS HOLDINGS: Amends Terms for Comprehensive Recapitalization
----------------------------------------------------------------
Vertis Holdings, Inc. has amended the terms of its previously
announced exchange offers and taken additional steps to complete
the comprehensive refinancing of substantially all of its
outstanding secured and unsecured debt.  Upon completion of the
refinancing, the Company will substantially reduce its overall
debt and interest costs as well as increase liquidity and further
strengthen its capital structure.

The refinancing will better position the Company for long-term
growth by giving it the financial flexibility to make additional
investments and to continue aligning the business with evolving
marketplace trends and clients' needs.

Under the terms outlined in the Confidential Offering Memorandum,
Consent Solicitation, Private Placement and Disclosure Statement
Soliciting Acceptances of a Prepackaged Plan of Reorganization
dated November 1, 2010 released to note holders today, holders of
Vertis' Senior Pay-in-Kind Notes due 2014 and Senior Secured
Second Lien Notes due 2012 are being offered the opportunity to
exchange their existing debt for equity only, as compared to
previous offers of cash, new senior secured notes and equity.
Assuming successful completion of the refinancing, Vertis will
reduce its total debt by more than $700 million, or approximately
60 percent, and allow it to compete more effectively in the
industry.

Vertis also announced that it has secured commitments for $600
million of debt and expects to have approximately $500 million of
debt outstanding upon completion of the refinancing.  GE Capital
has committed to provide a $175 million Revolving Credit Facility
and Morgan Stanley Senior Funding, Inc. has committed to provide a
$425 million Term Loan.  Additionally, eligible Second Lien Note
holders will have the opportunity to acquire up to $100 million in
additional Vertis equity, the proceeds of which would be used to
further reduce the Company's debt.  Certain of such holders have
agreed to purchase their allocated share of the equity, plus any
such equity not purchased by other holders.

Holders of approximately 80% of the Second Lien Note and
approximately 68% of the Senior PIK Notes have signed a
restructuring support agreement under which they agree to the
terms of the Exchange Offers.

Lastly, Vertis has developed an alternate path to ensure the
refinancing is completed on a timely basis. Concurrent with the
solicitation of the Exchange Offers, Vertis is soliciting
acceptances of a pre-packaged Chapter 11 reorganization plan.  If
Vertis does not obtain acceptable participation in the Exchange
Offers from its Senior PIK Note holders and Second Lien Note
holders, but does obtain the necessary acceptances for the Plan of
Reorganization -- a lower voting threshold -- Vertis intends to
begin Chapter 11 proceedings to complete the refinancing.  Holders
of approximately 80% of the Second Lien Notes and approximately
68% of the Senior PIK Notes have already signed a restructuring
support agreement under which they agree to vote in favor of the
Plan of Reorganization.  These holders of Second Lien Notes
include Vertis' largest stockholder, Avenue Capital, plus 75.9% of
the non-Avenue Capital holders of Second Lien Notes.

Vertis would file a voluntary pre-packaged Chapter 11 petition
only if it concludes that a court-supervised process is the most
efficient means to successfully complete the recapitalization
while protecting its stakeholders' long-term interests.  The GE
Capital and Morgan Stanley Senior Funding, Inc. commitments will
allow the Company to enter the process with funding in place to
complete the reorganization within 45 to 60 days of filing and
emerge as a well-capitalized company.  The plan of reorganization
contemplates that the Company will honor in full all commitments
to employees, clients, suppliers and other business partners,
without disruption.

                         The Exchange Offers

Under the terms of the Exchange Offers, for each $1,000 principal
amount of Second Lien Notes validly tendered, and not validly
withdrawn, by eligible holders in the exchange offer relating to
the Second Lien Notes at or prior to 12:00 a.m. on December 1,
2010, unless extended by Vertis, such holders will receive 8.49
shares of Holdings' common stock per $1,000 principal amount of
Series A Second Lien Notes, 8.49 shares of New Common Stock per
$1,000 principal amount of Series B Second Lien Notes and 8.065
shares of New Common Stock per $1,000 principal amount of Series C
Second Lien Notes.  For each $1,000 principal amount of Senior PIK
Notes validly tendered, and not validly withdrawn, by eligible
holders in the exchange offer relating to the Senior PIK Notes at
or prior to the Expiration Time, such holders will receive 2.46
shares of New Common Stock.  The issuance of New Common Stock
according to the above referenced exchange ratios give effect to a
contemplated 60,111 to 1 reverse stock split.

If the Exchange Offers are consummated, eligible holders of Second
Lien Notes will receive a consent payment of $2.50 for each $1,000
principal amount of Second Lien Notes validly tendered in the
Second Lien Notes Offer, and not validly withdrawn, at or prior to
5 p.m., New York City time, on November 15, 2010.  Eligible
holders of Senior PIK Notes will receive an additional 0.82 shares
of New Common Stock for each $1,000 principal amount of Senior PIK
Notes validly tendered in the Senior PIK Notes Offer, and not
validly withdrawn, at or prior to the Consent Time.  Assuming
successful completion of the Exchange Offers, we will issue to
participating eligible holders of Senior PIK Notes New Common
Stock representing approximately 5% of Vertis's equity in the
aggregate.

Vertis is also soliciting consents from eligible holders for
certain amendments to the indentures governing the Notes to
eliminate substantially all of the restrictive covenants and
certain events of default and related provisions contained therein
and, with respect to the indenture governing the Second Lien
Notes, provide for the release of all of the liens on the
collateral securing the Second Lien Notes and the related
guarantees, including by amending the Second Lien Indenture and by
terminating or amending, as applicable, the related security
documents. Eligible holders who validly tender their Notes for
exchange pursuant to the Exchange Offers will be deemed to have
delivered a Consent with respect to such tendered Notes.  Tendered
Notes may not be withdrawn after the Consent Time.

In connection with the Exchange Offers and the Private Placement,
Vertis has secured new financing arrangements, including a new
asset-based revolving credit facility of up to $175.0 million
aggregate principal amount and a new senior secured term loan of
up to $425.0 million in aggregate principal amount (the "New Term
Loan" and, together with the New Revolving Credit Facility, the
"New Credit Facilities" and, together with the Exchange Offers,
the Consent Solicitation and the Private Placement, the
"Restructuring Transactions").  The proceeds of the New Credit
Facilities will be used, among other things, to repay all of our
obligations under Vertis' existing revolving credit facility and
term loan.

The consummation of the Exchange Offers is conditioned upon, among
other things, (i) eligible holders of at least 98% of the
aggregate principal amount of Senior PIK Notes validly tendering
their Senior PIK Notes in the Senior PIK Notes Offer at or prior
to the Expiration Time (the "Senior PIK Minimum Condition"), (ii)
eligible holders of at least 98% of the aggregate principal amount
of Second Lien Notes validly tendering their Second Lien Notes in
the Second Lien Notes Offer at or prior to the Expiration Time
(the "Second Lien Minimum Condition" and, together with the Senior
PIK Minimum Condition, the "Minimum Conditions"), (iii) Vertis'
entry into new bank loans and the extinguishment of its existing
term loan and credit facility and the consummation of the Private
Placement, including the Backstop (each as hereinafter defined),
(iv) the adoption and effectiveness of proposed amendments to
Holdings' Second Amended and Restated Certificate of Incorporation
(the "Certificate of Incorporation") to effect a 60,111 to 1
reverse stock split (the "Reverse Stock Split") substantially
concurrent with the Expiration Time; (v) the adoption and
effectiveness of proposed amendments to the Certificate of
Incorporation to increase Holdings' authorized common stock to
40,000,000 shares substantially concurrent with the Expiration
Time, (vi) the termination of the existing stockholders' agreement
among Vertis and certain of its stockholders thereto and (vii) the
issuance of New Common Stock in the Exchange Offers and the
Private Placement to eligible holders not resulting in the record
number of holders of Holdings' common stock exceeding 450, a
violation of Holdings' Certificate of Incorporation.  Vertis may
waive or amend any of these conditions in its sole discretion,
including the Minimum Conditions, and under certain circumstances
may do so without providing additional withdrawal rights.  If
Vertis does not satisfy the conditions noted above, it may allow
the Exchange Offers to expire or terminate the Exchange Offers
prior to the Expiration Time and seek to effectuate the Plan of
Reorganization.

The Private Placement

Concurrently with the Exchange Offers and Consent Solicitation,
Vertis is also offering eligible holders who tender Second Lien
Notes in the Second Lien Notes Offer the opportunity to purchase
up to an aggregate of 10,000,000 shares of New Common Stock, which
Offered Amount may be reduced by up to 20 percent prior to the
Expiration Time in Vertis' sole discretion.  Each eligible holder
shall be permitted to subscribe for 20.245 shares of New Common
Stock per $1,000 principal amount of its Series A Second Lien
Notes, 20.245 shares of New Common Stock per $1,000 principal
amount of its Series B Second Lien Notes and 19.233 shares of New
Common Stock per $1,000 principal amount of its Series C Second
Lien Notes, in each case at a subscription price per share of
$10.00.

Each eligible holder participating in the Private Placement may
subscribe for some, all or none of the New Common Stock it is
eligible to purchase in the Private Placement.  Any subscription
by an eligible holder for New Common Stock in the Private
Placement is subject to and conditioned upon, among other things,
the valid tender by such holder of its Second Lien Notes in the
Second Lien Notes Offer at or prior to the Expiration Time and the
acceptance by Vertis of such tendered Second Lien Notes or, if the
Exchange Offers are not consummated, the confirmation of the Plan
of Reorganization.  Pursuant to an agreement among Vertis and
certain holders of Second Lien Notes, the Backstop Investors have
agreed to fully participate in the Private Placement as well as
purchase any shares of New Common Stock not purchased by holders
of Notes who are not Backstop Investors  at the Subscription
Price. The Backstop Investors will receive an aggregate fee of
1,661,518 shares of New Common Stock in connection with the
Backstop.  The consummation of the Private Placement is
conditioned upon the substantially concurrent consummation of the
Exchange Offers or the confirmation of the Plan of Reorganization,
as applicable.

The Reverse Stock Split is a condition of the Exchange Offers and
any shares of the New Common Stock issued in the Exchange Offers
and Private Placement will be issued following the Reverse Stock
Split.  In addition, following the consummation of the Exchange
Offers or the Plan of Reorganization, Vertis expects to implement
a management incentive plan providing for the issuance of up to
10% of the outstanding New Common Stock on a fully diluted basis.

Each eligible holder of Notes receiving New Common Stock in the
Exchange Offers and the Private Placement and any subsequent
transferee of such New Common Stock will be deemed to be a party
to the new stockholders' agreement among Vertis and its
stockholders.

Timetable

The Exchange Offers will expire at 12:00 a.m., New York City time,
on December 1, 2010, unless extended by Vertis.  The Exchange
Offers are subject to the terms and conditions set forth in the
Offering Memorandum and Disclosure Statement and the related
letter of transmittal, each dated November 1, 2010.

Solicitation for Potential Voluntary Pre-Packaged Chapter 11
Reorganization

Concurrently with the Exchange Offers, Vertis is soliciting votes
on its Plan of Reorganization.  Vertis has made no decision at
this time to commence chapter 11 proceedings.  However, if it does
not obtain acceptable levels of participation in the Exchange
Offers, but does receive sufficient acceptances of its Plan of
Reorganization, Vertis will pursue its restructuring in chapter
11.  A chapter 11 plan of reorganization can be confirmed if
either the holders of the Second Lien Notes or the Senior PIK
Notes vote to accept the plan, not including the votes of
affiliates.  A class of creditors is deemed to accept a chapter 11
plan if at least one-half in number of the creditors within the
class, who hold at least two-thirds in dollar amount of claims in
the class, vote to accept the plan, counting only those who
actually vote.  Dissenting and abstaining creditors will be bound
by the terms of the plan if this voting threshold is met.

The proposed economic terms of the Plan of Reorganization are
substantially similar to the proposed economic terms of the
Exchange Offers.  In particular, holders of Second Lien Notes will
be entitled to their pro rata share of 96.25% of the equity in
reorganized Vertis, subject to dilution on account of equity
distributed by reorganized Vertis in exchange for the investment
of up to $100 million described above.  Holders of Senior PIK
Notes will be entitled to their pro rata share of 3.75% of the
equity in reorganized Vertis, subject to the same dilution.
Existing equity interests in Vertis will be cancelled.  All other
creditors will be left unimpaired under the plan.  Accordingly,
under the plan, all obligations to suppliers, vendors, clients,
and employees will be paid in full in the ordinary course of
business.  If Vertis files chapter 11 pursuant to the plan, it
will request immediate authority to honor such obligations without
delay or disruption.

As noted above, the Expiration Time for the Exchange Offers is
12:00 a.m. on December 1, 2010.  The deadline for casting votes on
the Plan of Reorganization is the same date.  However, Vertis will
assess voting results as of the Consent Time.  Based on that
assessment, it is possible that Vertis could choose to commence
chapter 11 proceedings prior to the Expiration Time in order to
pursue confirmation of the Plan of Reorganization.  If it does so,
the voting deadline would stay open until the Expiration Time, and
Vertis would utilize votes cast both pre-filing and post-filing in
calculating whether the plan has been accepted.

                           About Vertis

Headquartered in Baltimore, Maryland, Vertis Holdings, Inc. --
http://www.vertisinc.com/-- provides targeted print advertising
and direct marketing solutions to America's retail and consumer
services companies.

Vertis Holdings' Vertis Inc. and its subsidiaries disclosed that
as of June 30, 2010, it had $1,467,320,000 in total assets,
including $257,193,000 in cash and cash equivalents; and
$1,493,277,000 in total liabilities, including $265,734,000 in
total current liabilities, and a stockholders' deficit of
$25,957,000.

The company and its six affiliates previously filed for Chapter 11
protection on July 15, 2008 (Bankr. D. Del. Case No. 08-11460).
In August 2008, it emerged from bankruptcy, after completing a
merger with ACG Holdings.

                           *     *     *

As reported by the Troubled Company Reporter on April 27, 2010,
Moody's Investors Service assigned Vertis, Inc., a Caa1 Corporate
Family Rating, Caa1 Probability of Default Rating and SGL-3
Speculative Grade Liquidity rating.  Moody's said Vertis' Caa1 CFR
reflects the company's high leverage, thin coverage of total
interest costs, and long-term price and volume pressure on the
print-based advertising and direct marketing products and services
that comprise the majority of the company's revenue.  Moody's
noted Vertis' proposed refinancing transactions would be a second
restructuring closely on the heels of Vertis' 2008 bankruptcy
reorganization.


VINEYARD CHRISTIAN: Ch. 11 Trustee Wants Case Converted to Ch. 7
----------------------------------------------------------------
Jeffrey I. Golden, the Chapter 11 trustee in the reorganization
case of Vineyard Christian Fellowship of Malibu, asks the U.S.
Bankruptcy Court for the Central District of California to convert
the Debtor's Chapter 11 case to one under Chapter 7 of the
Bankruptcy Code.

The trustee determined that the best possible outcome for the case
was the sale of many assets as possible as a going concern after
considering his investigation into the Debtor's assets, and the
value going concern and liquidation basis, and his determination
that the Debtor's business could not be rehabilitated and
reorganized.

The Ch. 11 Trustee said that the conversion of the Debtor's case
will provide efficient administration of the Debtor's remaining
assets.

          About Vineyard Christian Fellowship of Malibu

Malibu, California-based Vineyard Christian Fellowship of Malibu
owns real property in Malibu, California, on which it operates a
multi-purpose office building and recording studio.  The Company
filed for Chapter 11 protection on September 12, 2008 (Bankr. C.D.
Calif. Case No. 08-16951).  Attorneys at Weiland, Golden, Smiley,
Wang Ekvall & Strok, LLP, represent the Chapter 11 trustee as
counsel.  The Debtor disclosed assets of $34,344,046 and debts of
$18,670,082 as of the Petition Date.

On July 9, 2009, the Trustee filed his first Interim Report, which
provides an overview of the activities that the Trustee and his
team of professionals have engaged in during the period December
11, 2008 through June 30, 2009.  The Trustee will file future
interim reports every six months and will provide updates on his
activities as appropriate.


VITRO SAB: To File for Bankr. in Mexico, Chapter 15 in U.S.
-----------------------------------------------------------
Jonathan J. Levin and Andres R. Martinez at Bloomberg News report
that Vitro, S.A.B. de C.V offered to buy back or swap US$1.2
billion in debt from bondholders as the company prepares to seek
bankruptcy protection before the end of the year.  The report
notes that the bonds jumped and shares climbed to the highest in
more than two years.

According to the report, Chief Restructuring Officer Claudio del
Valle will file for bankruptcy in Mexico and under Chapter 15 in
the U.S. within the next two months.  The report says that debt
holders may get as much as 73 cents on the dollar under the terms
proposed on November 2, 2010.  "We're aiming to bring the maximum
number of participants into the process," Bloomberg quoted Mr. del
Valle as saying.  "This will help to make the process as fast, as
expedient as possible."

Vitro SAB, the report notes, is overhauling its operations and
financing after it defaulted on US$1.2 billion of debt last year
following wrong-way bets on derivates tied to natural gas and the
Mexican peso that cost the company US$240 million.  The glassmaker
previously made at least three unsuccessful restructuring
proposals to creditors, Bloomberg says.

Bloomberg discloses that holders of defaulted bonds due in 2012,
2013 and 2017 have until Dec. 1 to accept the buy back or swap
offer.  They can take cash, new debt or convertible bonds in the
exchange, the report relates.

Last month, the report notes, debt holder Fintech Investments
Ltd., a hedge fund, agreed to an option that gives it the right to
purchase shares in the glassmaker once the restructuring is
complete.  The report relates Vitro SAB said that Fintech, which
loaned Vitro US$75 million in December, would own 24% of the
outstanding shares if it exercises the agreement.  The Mexican
company has the right to buy those shares back within three years,
Bloomberg adds.

                        About Vitro SAB

Headquartered in Monterrey, Mexico, Vitro, S.A.B. de C.V. (BMV:
VITROA; NYSE: VTO), through its two subsidiaries, Vitro Envases
Norteamerica, SA de C.V. and Vimexico, S.A. de C.V., is a global
glass producer, serving the construction and automotive glass
markets and glass containers needs of the food, beverage, wine,
liquor, cosmetics and pharmaceutical industries.

                          *     *     *

In June 2010, Fitch Ratings withdrew all ratings of Vitro, S.A.B.
de C.V., given the lack of information following the company's
default on Feb. 2, 2009, and consistent with Fitch's policies.
Fitch will no longer provide ratings or credit research on the
Company.  Andres R. Martinez at Bloomberg News said in June that
Vitro was suspended from trading in Mexico City after failing to
file its fourth-quarter earnings report.  The company missed the
June 2 deadline for the results, Mexico's stock exchange said in
an e-mailed statement obtained by the news agency.  Vitro plans to
file the report once its debt restructuring is complete or if
ordered by a judge.  Vitro said that the suspension won't affect
company operations.

On June 30, 2009, Galaz, Yamazaki, Ruiz Urquiza, S.C., member of
Deloitte Touche Tohmatsu and C.P.C. Jorge Alberto Villarreal in
Monterrey, N.L., Mexico raised substantial doubt about the
Company's ability to continue as a going concern after auditing
financial results for the period ended Dec. 31, 2007, and 2008.
The auditors pointed out to the Company's net loss and its non-
compliance with covenants related to its long-term debt
obligations.


WILLARD FRAZIER: Case Summary & 18 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Willard H. Frazier
          aka Willard H. Frazier, Jr.
        40 Lupine Hill Road
        Napa, CA 94558

Bankruptcy Case No.: 10-14148

Chapter 11 Petition Date: October 28, 2010

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

Judge: Alan Jaroslovsky

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

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

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

A list of the Debtor's 18 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/canb10-14148.pdf


WILMINGTON TRUST: S&P Puts 'BB+/B' Rating on Watch Positive
-----------------------------------------------------------
Standard & Poor's Ratings Services said it placed its 'BB+/B'
long-term counterparty rating on Wilmington Trust Corp. and the
`BBB-/A-3' long-term counterparty credit rating on Wilmington's
main bank subsidiary, Wilmington Trust Co., DE on CreditWatch with
positive implications.

The positive CreditWatch action follows Wilmington's announcement
that it will be acquired by higher-rated M&T Bank Corp. (A-
/Negative/A-2).  In this $351 million stock transaction, M&T will
assume all of Wilmington's assets and liabilities.  The merger
would result in $79 billion institution with 790 branches
operating across the mid-Atlantic region.  S&P said it affirmed
its 'A-/A-2' ratings on M&T Bank Corp. and its 'A/A-1' ratings on
subsidiary Manufacturers & Traders Trust Co.  The outlook on both
entities remains negative.

The companies said they plan to close the transaction by mid-year
2011.  Both boards of directors have approved the merger, and its
completion is subject to regulatory approval and approval by
Wilmington's shareholders.  S&P believes that there is a very high
likelihood that the companies will complete the merger.

Wilmington sought an acquisition in conjunction with recognizing a
further sharp increase in non-performing assets, mainly in its
construction loan portfolio.  This drove a very large third-
quarter loss and a significant erosion of its tangible common
equity.  Aside from its distressed loan portfolio, Wilmington has
a leading retail branch network in Delaware and well-established
corporate trust and wealth management advisory businesses, which
S&P believes will further strengthen M&T's franchise.

Through the addition of Wilmington's sizable Delaware retail
branch network, M&T will also deepen its market position in
Delaware and the wider mid-Atlantic region.  M&T's management has
a track record of successfully integrating acquisitions, and S&P
expects it to have little difficulty in integrating Wilmington's
organization.  Since the networks of the two organizations are
largely complementary, M&T is already familiar with Wilmington's
markets.

Wilmington's financial condition has been weak as a result of
serious asset quality problems, mainly in its construction
portfolio, with total nonperforming assets reaching a high 12.1%
at Sept. 30, 2010.  Under the terms of the pending deal, M&T will
take a $500 million fair value adjustment to Wilmington's
portfolio, following $500 million in write-downs before the merger
closes.  S&P believes this adjustment will be sufficient to
insulate M&T from continuing losses in the portfolio.

Despite solid improvement in capital measures over the past year,
S&P continues to view M&T's capital position as somewhat
aggressive relative to peers.  S&P expects this deal to have a
minimal impact on M&T's tangible capital levels at the time of its
close, and that M&T will maintain its current tangible capital
levels.

The outlook remains negative.  Although S&P does not expect any
material negative impact from the acquisition of Wilmington, S&P
does expect M&T will continue to undergo normal cyclical weakness
in its legacy portfolio.  If performance remains positive relative
to peers and capital is strengthened, S&P could revise the outlook
to stable.  If credit losses rise materially or capital falls
below current levels, S&P could lower the ratings.

S&P will likely equalize Wilmington's ratings with those of M&T at
or close to when the acquisition is complete.  In the highly
unlikely event that the acquisition is not completed, then S&P
would likely downgrade Wilmington's ratings by several notches.

                           Ratings List

              Ratings Placed On CreditWatch Positive

                      Wilmington Trust Corp.

                                To                  From
                                --                  ----
Counterparty Credit Rating     BB+/Watch Pos/B     BB+/Negative/B
  Subordinated                  BB-/Watch Pos       BB-

                     Wilmington Trust Co., DE

                             To                  From
                             --                  ----
Counterparty Credit Rating  BBB-/Watch Pos      BBB-/Negative/A-3
Certificate Of Deposit
  Local Currency             BBB-/A-3/Watch Pos  BBB-/A-3

                   Wilmington Trust Capital A

                                     To                  From
                                     --                  ----
     Preferred Stock                 B-/Watch Pos        B-


ZIONS BANCORP: Moody's Downgrades Bank Deposit Rating to Ba3
------------------------------------------------------------
Moody's Investors Service announced that it has downgraded the
ratings of 10 large U.S. regional banks after reducing its
government support assumptions for these entities.  The affected
entities, whose ratings were placed on review for possible
downgrade on July 27, 2010, had benefited from Moody's support
assumptions since 2009.

The banks affected by this action are subsidiaries of these 10
holding companies, listed alphabetically.  This list includes the
current bank-level deposit ratings following the removal of
support.

* BB&T Corporation -- bank deposits to Aa3 from Aa2

* Capital One Financial Corporation -- bank deposits to A3 from A2

* Fifth Third Bancorp -- bank deposits to A3 from A2

* KeyCorp -- bank deposits to A3 from A2

* PNC Financial Services Group, Inc. -- bank deposits to A2 from
  A1

* Popular, Inc. -- bank deposits to Baa3 from Baa2

* Regions Financial Corporation -- bank deposits to Baa3 from Baa1

* SunTrust Banks, Inc. -- bank deposits to A3 from A2

* U.S. Bancorp -- bank deposits to Aa2 from Aa1

* Zions Bancorporation -- bank deposits to Ba3 from Ba2

Additionally, as a result of the reduced support assumptions, the
ratings outlook on the subsidiaries of American Express Company
was changed.

These issuers' guaranteed debt obligations issued under the FDIC's
TLGP program were unaffected by the actions and remain Aaa.

                         Rating Rationale

"The downgrades reflect Moody's view that the likelihood of
government support for these 10 institutions is lower now that the
U.S. banking system has moved beyond the depths of the financial
crisis," said Robert Young, Managing Director for Moody's North
American Bank Ratings.  "The failure of any one of these banks
therefore would be unlikely to trigger contagion and systemic
risk."

In passing the Dodd-Frank Wall Street Reform and Consumer
Protection Act this summer, the government signaled its intent to
limit support for individual banks.  This contrasts with its
stance in early 2009, when it stated that support would be
forthcoming for large regional banks that could not raise
sufficient capital to satisfy government requirements under the
Supervisory Capital Assessment Program.

In reviewing its support assumptions, Moody's took into account
the government's existing TARP investments in six large regional
banks (Fifth Third, KeyCorp, Popular, Regions, SunTrust, and
Zions).  "Although the TARP investments are significant, all of
these banks are currently devising plans to repay the government
and are unlikely to keep the TARP in place over the long term,"
Young noted.  The probability that the government would support
any one of these institutions through a TARP conversion is
therefore limited.

                   Specific Bank Actions Differ

BB&T: Moody's removed its assumption of support and placed BB&T's
long-term ratings on review for further downgrade.  During its
review of BB&T's stand-alone credit strength, Moody's will focus
on BB&T's ability to maintain its core pre-provision, pre-tax
earnings in a still-challenging environment for U.S. banks, while
assessing the risks associated with its above-average loan growth
outside of commercial real estate as it shifts its portfolio away
from that troubled asset class.  Moody's will also consider the
likely pace of further reductions in BB&T's sizable portfolio of
foreclosed properties.

In the event of a downgrade, a one-notch reduction is most likely.
Were this to occur, BB&T's ratings would remain comparatively
high, particularly among its Southeastern and large regional bank
peers.  Its senior holding company obligations are currently rated
A1 and its long-term bank deposits (after the removal of systemic
support) are rated Aa3.  BB&T's Prime-1 short-term ratings, at
both the bank and the holding company, are affirmed and are not on
review.

SunTrust: The downgrade resulting from the removal of systemic
support assumptions was tempered by Moody's upgrade of SunTrust's
stand-alone bank financial strength rating to C from C-.  The
combination of these two actions resulted in most of the holding
company's ratings being confirmed (senior debt, Baa1), except for
the preferred stock ratings, which were notched off the BFSR and
were therefore upgraded with the BFSR (non-cumulative preferred to
Ba1 from Ba2).  However, the combination of the removal of
systemic support assumptions and the upgrade of the BFSR did lead
to a one-notch downgrade of the ratings on SunTrust Bank (long-
term deposit rating to A3 from A2; short-term rating to Prime-2
from Prime-1).  Following these rating actions, the outlook on all
of SunTrust's ratings is stable.

Regions: The removal of support assumptions resulted in a two-
notch downgrade of Regions' bank-level debt and deposit ratings
(long-term deposit rating to Baa3 from Baa1; short-term rating to
Prime-3 from Prime-2) and a one-notch downgrade of the holding
company's ratings (senior debt to Ba1 from Baa3; short-term rating
to Not-Prime from Prime-3).  Following these actions, the outlook
on all of Regions' ratings remains negative.

Capital One, Fifth Third, KeyCorp, Zions: The removal of support
assumptions resulted in a one-notch downgrade of these four banks'
bank-level debt and deposit ratings, but did not affect any of the
holding companies' ratings, which were not on review.

PNC, Popular, U.S. Bancorp: Moody's continues to ascribe support
in the case of these three banks, but at a reduced level.  The
reduction in the support assumption resulted in a one-notch
downgrade of these banks' bank-level debt and deposit ratings.
The ratings of these entities' holding companies were not on
review and were affirmed at their current level.  While the lower
probability of support does not provide any lift to their current
stand-alone ratings, at a lower stand-alone rating some ratings
lift might result.  The ongoing assumption of support for US
Bancorp and PNC is due primarily to their importance in the
payment system and their significant national deposit share.  The
support assumption for Popular reflects its dominant position in
Puerto Rico, together with that island's physical isolation and
political importance.

                         Rating Outlooks

The rating outlook on four of these banks did not change.  The
outlook on Regions, Popular, and U.S. Bancorp remains negative,
while that on Zions remains positive.

However, the ratings outlook on six of the banks did change.  On
Capital One, Fifth Third, and KeyCorp it was changed to stable
from negative; on PNC it was changed to positive from stable; and
on SunTrust it was changed to stable after the upgrade discussed
above.  "These outlook changes reflect the banks' improving credit
metrics and strengthened capital profiles relative to Moody's
previous expectations, particularly at PNC and SunTrust," said
Allen Tischler, Moody's Vice President and Lead Analyst for Fifth
Third, KeyCorp, SunTrust, and PNC.

Finally, the rating outlook on American Express Company's
subsidiaries was changed to negative from stable as a result of
the removal of the support assumption.

The last rating action on BB&T Corporation, Capital One Financial
Corporation, Fifth Third Bancorp, KeyCorp, PNC Financial Services
Group, Inc., Popular, Inc., Regions Financial Corporation,
SunTrust Banks, Inc., and U.S. Bancorp was on July 27, 2010, when
Moody's placed on review for possible downgrade all the ratings
that had benefited from systemic support at these banks.

The last rating action on Zions Bancorporation and its
subsidiaries was on August 3, 2010, when Moody's changed the
rating outlook on the unsupported ratings of Zions Bancorporation
and its subsidiaries to positive from negative, including those of
its lead bank, Zions First National Bank.

The last rating action on American Express Company was on February
17, 2010, when Moody's downgraded the ratings on certain U.S.
banks' hybrid securities, in line with its revised Guidelines for
Rating Bank Hybrids and Subordinated Debt, published in November
2009.

Downgrades:

Issuer: BB&T Financial, FSB

  -- Senior Unsecured Deposit Rating, Downgraded to Aa3 from Aa2

Issuer: Banco Popular de Puerto Rico

  -- Issuer Rating, Downgraded to Baa3 from Baa2
  -- OSO Rating, Downgraded to P-3 from P-2
  -- Deposit Rating, Downgraded to P-3 from P-2
  -- OSO Senior Unsecured OSO Rating, Downgraded to Baa3 from Baa2
  -- Senior Unsecured Deposit Rating, Downgraded to Baa3 from Baa2

Issuer: Branch Banking and Trust Company

  -- Issuer Rating, Downgraded to Aa3 from Aa2

  -- OSO Senior Unsecured OSO Rating, Downgraded to Aa3 from Aa2

  -- Multiple Seniority Bank Note Program, Downgraded to a range
     of A1 to Aa3 from a range of Aa3 to Aa2

  -- Subordinate Regular Bond/Debenture, Downgraded to A1 from Aa3

  -- Senior Unsecured Deposit Rating, Downgraded to Aa3 from Aa2

Issuer: SunTrust Bank

  -- Issuer Rating, Downgraded to A3 from A2

  -- OSO Rating, Downgraded to P-2 from P-1

  -- Deposit Rating, Downgraded to P-2 from P-1

  -- OSO Senior Unsecured OSO Rating, Downgraded to A3 from A2

  -- Multiple Seniority Bank Note Program, Downgraded to a range
     of Baa1 to P-2 from a range of A3 to P-1

  -- Subordinate Regular Bond/Debenture, Downgraded to Baa1 from
     A3

  -- Senior Unsecured Deposit Note/Takedown, Downgraded to A3 from
     A2

  -- Senior Unsecured Medium-Term Note Program, Downgraded to a
     range of (P)P-2, (P)A3 from a range of (P)P-1, (P)A2

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to A3
     from A2

  -- Senior Unsecured Deposit Rating, Downgraded to A3 from A2

Issuer: Fifth Third Bank, Ohio

  -- Issuer Rating, Downgraded to A3 from A2

  -- OSO Rating, Downgraded to P-2 from P-1

  -- Deposit Rating, Downgraded to P-2 from P-1

  -- OSO Senior Unsecured OSO Rating, Downgraded to A3 from A2

  -- Multiple Seniority Bank Note Program, Downgraded to a range
     of Baa1 to P-2 from a range of A3 to P-1

  -- Subordinate Regular Bond/Debenture, Downgraded to Baa1 from
     A3

  -- Senior Unsecured Bank Note Program, Downgraded to P-2 from P-
     1

  -- Senior Unsecured Deposit Program, Downgraded to A3 from A2

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to A3
     from A2

  -- Senior Unsecured Deposit Rating, Downgraded to A3 from A2

Issuer: KeyBank National Association

  -- Issuer Rating, Downgraded to A3 from A2

  -- OSO Rating, Downgraded to P-2 from P-1

  -- Deposit Rating, Downgraded to P-2 from P-1

  -- OSO Senior Unsecured OSO Rating, Downgraded to A3 from A2

  -- Multiple Seniority Bank Note Program, Downgraded to a range
     of Baa1 to P-2 from a range of A3 to P-1

  -- Multiple Seniority Medium-Term Note Program, Downgraded to a
     range of (P)P-2, (P)A3, (P)Baa1 from a range of (P)P-1,
     (P)A2, (P)A3

  -- Subordinate Regular Bond/Debenture, Downgraded to Baa1 from
     A3

  -- Senior Unsecured Bank Note Program, Downgraded to a range of
     A3 to P-2 from a range of A2 to P-1

  -- Senior Unsecured Deposit Program, Downgraded to P-2, A3 from
     P-1, A2

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to A3
     from A2

  -- Senior Unsecured Deposit Rating, Downgraded to A3 from A2

Issuer: National City Bank

  -- Subordinate Regular Bond/Debenture, Downgraded to A3 from A2

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to A2
     from A1

Issuer: National City Bank of Indiana

  -- Subordinate Regular Bond/Debenture, Downgraded to A3 from A2

Issuer: National City Bank of Kentucky

  -- Subordinate Regular Bond/Debenture, Downgraded to A3 from A2

Issuer: National City Bank of Pennsylvania

  -- Subordinate Regular Bond/Debenture, Downgraded to A3 from A2

Issuer: PNC Bank, N.A.

  -- Issuer Rating, Downgraded to A2 from A1

  -- OSO Senior Unsecured OSO Rating, Downgraded to A2 from A1

  -- Multiple Seniority Bank Note Program, Downgraded to a range
     of A2, A3 from a range of A1, A2

  -- Subordinate Regular Bond/Debenture, Downgraded to A3 from A2

  -- Senior Unsecured Bank Note Program, Downgraded to A2 from A1

  -- Senior Unsecured Medium-Term Note Program, Downgraded to
     (P)A2 from (P)A1

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to A2
     from A1

  -- Senior Unsecured Deposit Rating, Downgraded to A2 from A1

Issuer: Provident Bank

  -- Subordinate Regular Bond/Debenture, Downgraded to A3 from A2

Issuer: U.S. Bank National Association

  -- Issuer Rating, Downgraded to Aa2 from Aa1

  -- OSO Senior Unsecured OSO Rating, Downgraded to Aa2 from Aa1

  -- Multiple Seniority Bank Note Program, Downgraded to a range
     of Aa2, Aa3 from a range of Aa1, Aa2

  -- Subordinate Regular Bond/Debenture, Downgraded to Aa3 from
     Aa2

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to Aa2
     from Aa1

  -- Senior Unsecured Deposit Rating, Downgraded to Aa2 from Aa1

Issuer: U.S. Bank National Association ND

  -- Issuer Rating, Downgraded to Aa2 from Aa1
  -- OSO Senior Unsecured OSO Rating, Downgraded to Aa2 from Aa1
  -- Senior Unsecured Deposit Rating, Downgraded to Aa2 from Aa1

Issuer: Capital One Bank

  -- Issuer Rating, Downgraded to A3 from A2

  -- OSO Rating, Downgraded to P-2 from P-1

  -- Deposit Rating, Downgraded to P-2 from P-1

  -- OSO Senior Unsecured OSO Rating, Downgraded to A3 from A2

  -- Multiple Seniority Bank Note Program, Downgraded to a range
     of P-2, A3, Baa1 from a range of P-1, A2, A3

  -- Subordinate Regular Bond/Debenture, Downgraded to Baa1 from
     A3

  -- Senior Unsecured Deposit Note/Takedown, Downgraded to A3 from
     A2

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to A3
     from A2

  -- Senior Unsecured Deposit Rating, Downgraded to A3 from A2

Issuer: Capital One, N.A.

  -- Issuer Rating, Downgraded to A3 from A2
  -- OSO Rating, Downgraded to P-2 from P-1
  -- Deposit Rating, Downgraded to P-2 from P-1
  -- OSO Senior Unsecured OSO Rating, Downgraded to A3 from A2
  -- Senior Unsecured Deposit Program, Downgraded to A3 from A2
  -- Senior Unsecured Deposit Rating, Downgraded to A3 from A2

Issuer: AmSouth Bancorporation

  -- Subordinate Regular Bond/Debenture, Downgraded to Ba2 from
     Ba1

Issuer: AmSouth Bank

  -- Subordinate Regular Bond/Debenture, Downgraded to Ba1 from
     Baa2

Issuer: Regions Bank

  -- Issuer Rating, Downgraded to Baa3 from Baa1

  -- OSO Rating, Downgraded to P-3 from P-2

  -- Deposit Rating, Downgraded to P-3 from P-2

  -- OSO Senior Unsecured OSO Rating, Downgraded to Baa3 from Baa1

  -- Multiple Seniority Bank Note Program, Downgraded to a range
     of Ba1 to P-3 from a range of Baa2 to P-2

  -- Subordinate Regular Bond/Debenture, Downgraded to Ba1 from
     Baa2

  -- Senior Unsecured Deposit Rating, Downgraded to Baa3 from Baa1

Issuer: Regions Financial Corporation

  -- Issuer Rating, Downgraded to a range of NP, Ba1 from a range
     of P-3, Baa3

  -- Multiple Seniority Shelf, Downgraded to a range of (P)Ba3 to
      (P)Ba1 from a range of (P)Ba2 to (P)Baa3

  -- Subordinate Regular Bond/Debenture, Downgraded to Ba2 from
     Ba1

  -- Subordinate Shelf, Downgraded to (P)Ba2 from (P)Ba1

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to Ba1
     from Baa3

Issuer: Regions Financing Trust II

  -- Preferred Stock Preferred Stock, Downgraded to Ba3 from Ba2
  -- Preferred Stock Shelf, Downgraded to (P)Ba3 from (P)Ba2

Issuer: Regions Financing Trust III

  -- Preferred Stock Preferred Stock, Downgraded to Ba3 from Ba2

Issuer: Union Planters Bank, National Association

  -- Subordinate Regular Bond/Debenture, Downgraded to Ba1 from
     Baa2

Issuer: Union Planters Corporation

  -- Subordinate Regular Bond/Debenture, Downgraded to Ba2 from
     Ba1

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to Ba1
     from Baa3

Issuer: Amegy Bank National Association

  -- Issuer Rating, Downgraded to B1 from Ba3
  -- OSO Senior Unsecured OSO Rating, Downgraded to B1 from Ba3
  -- Senior Unsecured Deposit Rating, Downgraded to Ba3 from Ba2

Issuer: California Bank & Trust

  -- Issuer Rating, Downgraded to B1 from Ba3
  -- OSO Senior Unsecured OSO Rating, Downgraded to B1 from Ba3
  -- Senior Unsecured Deposit Rating, Downgraded to Ba3 from Ba2

Issuer: Nevada State Bank

  -- Issuer Rating, Downgraded to B1 from Ba3
  -- OSO Senior Unsecured OSO Rating, Downgraded to B1 from Ba3
  -- Senior Unsecured Deposit Rating, Downgraded to Ba3 from Ba2

Issuer: Zions First National Bank

  -- Issuer Rating, Downgraded to B1 from Ba3
  -- OSO Senior Unsecured OSO Rating, Downgraded to B1 from Ba3
  -- Senior Unsecured Deposit Rating, Downgraded to Ba3 from Ba2

Upgrades:

Issuer: SunTrust Bank

  -- Bank Financial Strength Rating, Upgraded to C from C-

Issuer: SunTrust Banks, Inc.

  -- Multiple Seniority Shelf, Upgraded to (P)Baa3 from (P)Ba1
  -- Preferred Stock Preferred Stock, Upgraded to Ba1 from Ba2

Issuer: SunTrust Preferred Capital I

  -- Preferred Stock Preferred Stock, Upgraded to Ba1 from Ba2

Issuer: SunTrust Real Estate Investment Corporation
  -- Preferred Stock Preferred Stock, Upgraded to Baa3 from Ba1

On Review for Possible Downgrade:

Issuer: BB&T Capital Trust I

  -- Preferred Stock Preferred Stock, Placed on Review for
     Possible Downgrade, currently A3

  -- Preferred Stock Shelf, Placed on Review for Possible
     Downgrade, currently (P)A3

Issuer: BB&T Capital Trust II

  -- Preferred Stock Preferred Stock, Placed on Review for
     Possible Downgrade, currently A3

Issuer: BB&T Capital Trust IV

  -- Preferred Stock Preferred Stock, Placed on Review for
     Possible Downgrade, currently A3

Issuer: BB&T Capital Trust V

  -- Preferred Stock Preferred Stock, Placed on Review for
     Possible Downgrade, currently A3

  -- Preferred Stock Shelf, Placed on Review for Possible
     Downgrade, currently (P)A3

Issuer: BB&T Capital Trust VI

  -- Preferred Stock Preferred Stock, Placed on Review for
     Possible Downgrade, currently A3

  -- Preferred Stock Shelf, Placed on Review for Possible
     Downgrade, currently (P)A3

Issuer: BB&T Capital Trust VII

  -- Preferred Stock Preferred Stock, Placed on Review for
     Possible Downgrade, currently A3

  -- Preferred Stock Shelf, Placed on Review for Possible
     Downgrade, currently (P)A3

Issuer: BB&T Capital Trust VIII

  -- Preferred Stock Shelf, Placed on Review for Possible
     Downgrade, currently (P)A3

Issuer: BB&T Corporation

  -- Issuer Rating, Placed on Review for Possible Downgrade,
     currently A1

  -- Multiple Seniority Medium-Term Note Program, Placed on Review
     for Possible Downgrade, currently a range of (P)A2, (P)A1

  -- Multiple Seniority Shelf, Placed on Review for Possible
     Downgrade, currently a range of (P)A3 to (P)A1

  -- Subordinate Regular Bond/Debenture, Placed on Review for
     Possible Downgrade, currently A2

  -- Senior Unsecured Regular Bond/Debenture, Placed on Review for
     Possible Downgrade, currently A1

Issuer: BB&T Financial, FSB

  -- Bank Financial Strength Rating, Placed on Review for Possible
     Downgrade, currently B

  -- Senior Unsecured Deposit Rating, Placed on Review for
     Possible Downgrade, currently Aa3

Issuer: Branch Banking and Trust Company

  -- Bank Financial Strength Rating, Placed on Review for Possible
     Downgrade, currently B

  -- Issuer Rating, Placed on Review for Possible Downgrade,
     currently Aa3

  -- OSO Senior Unsecured OSO Rating, Placed on Review for
     Possible Downgrade, currently Aa3

  -- Multiple Seniority Bank Note Program, Placed on Review for
     Possible Downgrade, currently a range of A1 to Aa3

  -- Subordinate Regular Bond/Debenture, Placed on Review for
     Possible Downgrade, currently A1

  -- Senior Unsecured Deposit Rating, Placed on Review for
     Possible Downgrade, currently Aa3

Outlook Actions:

Issuer: American Express Travel Related Svcs Co., Inc

  -- Outlook, Changed to Negative From Stable

Issuer: American Express Centurion Bank

  -- Outlook, Changed to Negative From Stable

Issuer: American Express Bank, FSB

  -- Outlook, Changed to Negative From Stable

Issuer: American Express Credit Corporation

  -- Outlook, Changed to Negative From Stable

Issuer: BB&T Capital Trust I

  -- Outlook, Changed To Rating Under Review From Negative

Issuer: BB&T Capital Trust II

  -- Outlook, Changed To Rating Under Review From Negative

Issuer: BB&T Capital Trust IV

  -- Outlook, Changed To Rating Under Review From Negative

Issuer: BB&T Capital Trust V

  -- Outlook, Changed To Rating Under Review From Negative

Issuer: BB&T Capital Trust VI

  -- Outlook, Changed To Rating Under Review From Negative

Issuer: BB&T Capital Trust VII

  -- Outlook, Changed To Rating Under Review From Negative

Issuer: BB&T Capital Trust VIII

  -- Outlook, Changed To Rating Under Review From Negative

Issuer: BB&T Corporation

  -- Outlook, Changed To Rating Under Review From Negative

Issuer: Banco Popular de Puerto Rico

  -- Outlook, Changed To Negative From Rating Under Review

Issuer: Capital One Financial Corporation

  -- Outlook, Changed to Stable from Negative

Issuer: Capital One Capital II

  -- Outlook, Changed to Stable from Negative

Issuer: Capital One Capital III

  -- Outlook, Changed to Stable from Negative

Issuer: Capital One Capital IV

  -- Outlook, Changed to Stable from Negative

Issuer: Capital One Capital V

  -- Outlook, Changed to Stable from Negative

Issuer: Capital One Capital VI

  -- Outlook, Changed to Stable from Negative

Issuer: North Fork Capital Trust II

  -- Outlook, Changed to Stable from Negative

Issuer: Hibernia Corporation

  -- Outlook, Changed to Stable from Negative

Issuer: National Commerce Capital Trust I

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: SunTrust Bank

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: SunTrust Banks, Inc.

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: SunTrust Capital I

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: SunTrust Capital IX

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: SunTrust Capital VIII

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: SunTrust Capital X

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: SunTrust Capital XI

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: SunTrust Capital XII

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: SunTrust Capital XIII

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: SunTrust Capital XIV

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: SunTrust Capital XV

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: SunTrust Capital XVI

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: SunTrust Capital XVII

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: SunTrust Preferred Capital I

  -- Outlook, Changed To Stable From Negative

Issuer: SunTrust Real Estate Investment Corporation

  -- Outlook, Changed To Stable From Negative

Issuer: Fifth Third Bank, Ohio

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: Fifth Third Bancorp

  -- Outlook, Changed To Stable From Negative

Issuer: Fifth Third Capital Trust II

  -- Outlook, Changed To Stable From Negative

Issuer: Fifth Third Capital Trust IV

  -- Outlook, Changed To Stable From Negative

Issuer: Fifth Third Capital Trust V

  -- Outlook, Changed To Stable From Negative

Issuer: Fifth Third Capital Trust VI

  -- Outlook, Changed To Stable From Negative

Issuer: Fifth Third Capital Trust VII

  -- Outlook, Changed To Stable From Negative

Issuer: KeyBank National Association

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: KeyCorp

  -- Outlook, Changed To Stable From Negative

Issuer: KeyCorp Capital I

  -- Outlook, Changed To Stable From Negative

Issuer: KeyCorp Capital II

  -- Outlook, Changed To Stable From Negative

Issuer: KeyCorp Capital III

  -- Outlook, Changed To Stable From Negative

Issuer: KeyCorp Capital V

  -- Outlook, Changed To Stable From Negative

Issuer: KeyCorp Capital VI

  -- Outlook, Changed To Stable From Negative

Issuer: KeyCorp Capital VII

  -- Outlook, Changed To Stable From Negative

Issuer: KeyCorp Capital VIII

  -- Outlook, Changed To Stable From Negative

Issuer: KeyCorp Capital IX

  -- Outlook, Changed To Stable From Negative

Issuer: KeyCorp Capital X

  -- Outlook, Changed To Stable From Negative

Issuer: National City Bank
  -- Outlook, Changed To Positive From Rating Under Review

Issuer: National City Bank of Indiana

  -- Outlook, Changed To Positive From Rating Under Review

Issuer: National City Bank of Kentucky

  -- Outlook, Changed To Positive From Rating Under Review

Issuer: National City Bank of Pennsylvania

  -- Outlook, Changed To Positive From Rating Under Review

Issuer: PNC Bank, N.A.

  -- Outlook, Changed To Positive From Rating Under Review

Issuer: Provident Bank

  -- Outlook, Changed To Positive From Rating Under Review

Issuer: National City Preferred Capital Trust I

  -- Outlook, Changed To Positive From Stable

Issuer: Merchants National Corp

  -- Outlook, Changed To Positive From Stable

Issuer: National City Corporation

  -- Outlook, Changed To Positive From Stable

Issuer: PNC Capital Trust C

  -- Outlook, Changed To Positive From Stable

Issuer: PNC Capital Trust D

  -- Outlook, Changed To Positive From Stable

Issuer: PNC Capital Trust E

  -- Outlook, Changed To Positive From Stable

Issuer: PNC Capital Trust F

  -- Outlook, Changed To Positive From Stable

Issuer: PNC Capital Trust G

  -- Outlook, Changed To Positive From Stable

Issuer: PNC Capital Trust H

  -- Outlook, Changed To Positive From Stable

Issuer: PNC Funding Corporation

  -- Outlook, Changed To Positive From Stable

Issuer: Mercantile Bankshares Corporation

  -- Outlook, Changed To Positive From Stable

Issuer: National City Capital Trust II

  -- Outlook, Changed To Positive From Stable

Issuer: National City Capital Trust III

  -- Outlook, Changed To Positive From Stable

Issuer: National City Capital Trust IV

  -- Outlook, Changed To Positive From Stable

Issuer: National City Credit Corporation

  -- Outlook, Changed To Positive From Stable

Issuer: PNC Financial Services Group, Inc.

  -- Outlook, Changed To Positive From Stable

Issuer: PNC Preferred Funding Trust I

  -- Outlook, Changed To Positive From Stable

Issuer: PNC Preferred Funding Trust II

  -- Outlook, Changed To Positive From Stable

Issuer: PNC Preferred Funding Trust III

  -- Outlook, Changed To Positive From Stable

Issuer: U.S. Bank National Association

  -- Outlook, Changed To Negative From Rating Under Review

Issuer: U.S. Bank National Association ND

  -- Outlook, Changed To Negative From Rating Under Review

Issuer: Capital One Bank

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: Capital One, N.A.

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: AmSouth Bancorporation

  -- Outlook, Changed To Negative From Rating Under Review

Issuer: AmSouth Bank

  -- Outlook, Changed To Negative From Rating Under Review

Issuer: Regions Bank

  -- Outlook, Changed To Negative From Rating Under Review

Issuer: Regions Financial Corporation

  -- Outlook, Changed To Negative From Rating Under Review

Issuer: Regions Financing Trust II

  -- Outlook, Changed To Negative From Rating Under Review

Issuer: Regions Financing Trust III

  -- Outlook, Changed To Negative From Rating Under Review

Issuer: Union Planters Bank, National Association

  -- Outlook, Changed To Negative From Rating Under Review

Issuer: Union Planters Corporation

  -- Outlook, Changed To Negative From Rating Under Review

Issuer: Amegy Bank National Association

  -- Outlook, Changed To Positive From Rating Under Review

Issuer: California Bank & Trust

  -- Outlook, Changed To Positive From Rating Under Review

Issuer: Nevada State Bank

  -- Outlook, Changed To Positive From Rating Under Review

Issuer: Zions First National Bank

  -- Outlook, Changed To Positive From Rating Under Review

Confirmations:

Issuer: National Commerce Capital Trust I

  -- Preferred Stock Preferred Stock, Confirmed at Baa3

Issuer: SunTrust Banks, Inc.

  -- Issuer Rating, Confirmed at Baa1

  -- Multiple Seniority Shelf, Confirmed at (P)Baa3, (P)Baa2,
     (P)Baa1

  -- Subordinate Regular Bond/Debenture, Confirmed at Baa2

  -- Senior Unsecured Regular Bond/Debenture, Confirmed at Baa1

Issuer: SunTrust Capital I

  -- Preferred Stock Preferred Stock, Confirmed at Baa3

Issuer: SunTrust Capital IX

  -- Preferred Stock Preferred Stock, Confirmed at Baa3

Issuer: SunTrust Capital VIII

  -- Preferred Stock Preferred Stock, Confirmed at Baa3

Issuer: SunTrust Capital X

  -- Preferred Stock Shelf, Confirmed at (P)Baa3

Issuer: SunTrust Capital XI

  -- Preferred Stock Shelf, Confirmed at (P)Baa3

Issuer: SunTrust Capital XII

  -- Preferred Stock Shelf, Confirmed at (P)Baa3

Issuer: SunTrust Capital XIII

  -- Preferred Stock Shelf, Confirmed at (P)Baa3

Issuer: SunTrust Capital XIV

  -- Preferred Stock Shelf, Confirmed at (P)Baa3

Issuer: SunTrust Capital XV

  -- Preferred Stock Shelf, Confirmed at (P)Baa3

Issuer: SunTrust Capital XVI

  -- Preferred Stock Shelf, Confirmed at (P)Baa3

Issuer: SunTrust Capital XVII

  -- Preferred Stock Shelf, Confirmed at (P)Baa3

The principal methodologies used in this rating were Bank
Financial Strength Ratings: Global Methodology published in
February 2007, and Incorporation of Joint-Default Analysis into
Moody's Bank Ratings: A Refined Methodology published in March
2007.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------

Nov. __, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Delaware Views from the Bench and Bankruptcy Bar
        Hotel du Pont, Wilmington, Del.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Nov. 11, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Detroit Consumer Bankruptcy Conference
        Hyatt Regency Dearborn, Dearborn, Mich.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Nov. 29, 2010
  RENAISSANCE AMERICAN MANAGEMENT, INC. & BEARD GROUP, INC.
     17th Annual Distressed Investing Conference
        The Helmsley Park Lane Hotel, New York City
           Contact: 1-903-595-3800;
                    http://www.renaissanceamerican.com/

Dec. 9-11, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Winter Leadership Conference
        Camelback Inn, a JW Marriott Resort & Spa,
        Scottsdale, Ariz.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Dec. 2-4, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     22nd Annual Winter Leadership Conference
        Camelback Inn, Scottsdale, Arizona
           Contact: 1-703-739-0800; http://www.abiworld.org/

January 26-28, 2011
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Distressed Investing Conference
        Aria Las Vegas
           Contact: http://www.turnaround.org/

Jan. 27-28, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Rocky Mountain Bankruptcy Conference
        Westin Tabor Center, Denver, Colo.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Feb. 3-5, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Caribbean Insolvency Symposium
        Westin Casuarina Resort & Spa, Grand Cayman Island
           Contact: 1-703-739-0800; http://www.abiworld.org/

Feb. 24-25, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Valcon
        Four Seasons Las Vegas, Las Vegas, Nev.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 4, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Bankruptcy Battleground West
        Hyatt Regency Century Plaza, Los Angeles, Calif.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 7-9, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Conrad Duberstein Moot Court Competition
        Duberstein U.S. Courthouse, New York, N.Y.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 10, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Nuts and Bolts - Florida
        Tampa, Fla.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 10-12, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     SUCL/ Alexander L. Paskay Seminar on
     Bankruptcy Law and Practice
        Marriott Tampa Waterside, Tampa, Fla.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 17-19, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Byrne Judicial Clerkship Institute
        Pepperdine University School of Law, Malibu, Calif.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 31-Apr. 3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center,
        National Harbor, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

April 27-29, 2011
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Spring Conference
        JW Marriott, Chicago, IL
           Contact: http://www.turnaround.org/

May 5, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Nuts and Bolts - New York City
        Association of the Bar of the City of New York,
        New York, N.Y.
           Contact: 1-703-739-0800; http://www.abiworld.org/

May 6, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     New York City Bankruptcy Conference
        Hilton New York, New York, N.Y.
           Contact: 1-703-739-0800; http://www.abiworld.org/

June 6, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Canadian-American Cross-Border Insolvency Symposium
        Fairmont Royal York, Toronto, Ont.
           Contact: 1-703-739-0800; http://www.abiworld.org/

June 9-12, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Central States Bankruptcy Workshop
        Grand Traverse Resort and Spa, Traverse City, Mich.
              Contact: http://www.abiworld.org/

July 21-24, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Northeast Bankruptcy Conference
        Hyatt Regency Newport, Newport, R.I.
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 27-30, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Workshop
        The Sanctuary at Kiawah Island, Kiawah Island, S.C.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 4-6, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Workshop
        Hotel Hershey, Hershey, Pa.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 14, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     NCBJ/ABI Educational Program
        Tampa Convention Center, Tampa, Fla.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. __, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     International Insolvency Symposium
        Dublin, Ireland
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 25-27, 2011
  TURNAROUND MANAGEMENT ASSOCIATION
     Hilton San Diego Bayfront, San Diego, CA
        Contact: http://www.turnaround.org/

Dec. 1-3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     23rd Annual Winter Leadership Conference
        La Quinta Resort & Spa, La Quinta, Calif.
           Contact: 1-703-739-0800; http://www.abiworld.org/

April 3-5, 2012
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Spring Conference
        Grand Hyatt Atlanta, Atlanta, Ga.
           Contact: http://www.turnaround.org/

Apr. 19-22, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center,
        National Harbor, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 14-17, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Workshop
        The Ritz-Carlton Amelia Island, Amelia Island, Fla.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 2-4, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Workshop
        Hyatt Regency Chesapeake Bay, Cambridge, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

November 1-3, 2012
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        Westin Copley Place, Boston, Mass.
           Contact: http://www.turnaround.org/

Nov. 29 - Dec. 2, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Winter Leadership Conference
        JW Marriott Starr Pass Resort & Spa, Tucson, Ariz.
           Contact: 1-703-739-0800; http://www.abiworld.org/

April 10-12, 2013
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Spring Conference
        JW Marriott Chicago, Chicago, Ill.
           Contact: http://www.turnaround.org/

October 3-5, 2013
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        Marriott Wardman Park, Washington, D.C.
           Contact: http://www.turnaround.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.

Last Updated: October 15, 2010



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Howard
C. Tolentino, Joseph Medel C. Martirez, Denise Marie Varquez,
Philline Reluya, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2010.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


                  *** End of Transmission ***