TCR_Public/100928.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Tuesday, September 28, 2010, Vol. 14, No. 269

                            Headlines

3 G PROPERTIES: Bankr. Administrator Unable to Form Committee
ADVOCATE FINANCIAL: Louis Phillips Appointed Chapter 11 Trustee
ADVOCATE FINANCIAL: Ch. 11 Trustee Taps Gordon Arata as Counsel
ADVOCATE FINANCIAL: Plan Promises Full Payment to Creditors
AG ENERGY: Files Chapter 11 Petition in Illinois

AIROCARE INC: Can Obtain DIP Financing and Use Cash of ARC LLC
AIRTRAN HOLDINGS: To Be Acquired by Southwest for $3.42 Billion
ATI ACQUISITION: S&P Puts 'B' Rating on CreditWatch Negative
BARBARA CHADWICK: Weirs Unable to Prove Fraudulent Transfer
BEDFORD PCH: Case Summary & 15 Largest Unsecured Creditors

BERNARD MADOFF: SIPC Says Victim Claims Exceed Agency's Funds
BIGLER LP: Sales Fail to Generate Funds for Unsecured Creditors
BOSTON GENERATING: Committee Taps Jager Smith P.C. as Counsel
BLOCKBUSTER INC: Asks for Approval to Use Cash Collateral
BLOCKBUSTER INC: Gets 15-Day Extension for Schedules & Statements

BLOCKBUSTER INC: Proposes to Access $125 Mil. of DIP Financing
BLOCKBUSTER INC: Proposes to Honor Service Charge Obligations
BLOCKBUSTER INC: Shares Projections, Sees $460MM Profit in FY 2011
BLUE ACQUISITION: Moody's Assigns 'Ba3' Rating on $150 Mil. Notes
BNA SUBSIDIARIES: Files for Chapter 11; Has $1.5MM in Financing

BREITBURN ENERGY: S&P Assigns 'B+' Corporate Credit Rating
BRICKMAN GROUP: S&P Assigns 'B' Corporate Credit Rating
BROADVIEW NETWORKS: Moody's Affirms 'B3' Corporate Family Rating
BURGER KING: S&P Keeps BB- Corp. Credit Rating on CreditWatch Neg.
CAMTECH PRECISION: Has Until November 7 to Propose Chapter 11 Plan

CANO PETROLEUM: Continues to Work on Transaction Structures
CALVARY'S FAMILY: Renegotiates Mortgage Payments with Goldstar
CANA PETROLEUM: May File for Chapter 11 If Debt Isn't Restructured
CARBON BEACH: Plan Confirmation Hearing Scheduled for October 1
CHARMING SHOPPES: S&P Gives Stable Outlook, Affirms 'B-' Rating

CHATSWORTH INDUSTRIAL: Wants to Complete Construction of Property
CHATSWORTH INDUSTRIAL: Wants Plan Exclusivity Until Dec. 20
CHATSWORTH INDUSTRIAL: Plan Outline Hearing Set for September 30
CLEARFIELD PCH: Case Summary & 12 Largest Unsecured Creditors
CMB III: Files for Bankruptcy Protection in Arizona

COLEMAN FURLOW: Case Summary & 20 Largest Unsecured Creditors
CONTINENTAL AIRLINES: Sees $4.2-Billion Cash at End of Q3
CONTINENTAL AIRLINES: S&P Affirms Corporate Credit Rating at 'B'
CORD BLOOD: Purchases Argentina Blood Bank Business
DAIRY DOZEN: Giving Professional Services Not Test for Sec. 327

DELAWARE ECONOMIC: Moody's Assigns Rating on Series 2010 Bonds
DENNY'S CORP: 71.6% of Notes Tendered for Exchange by 1st Deadline
DIGITILITI INC: Amends Financial Statements for Q3 2009
DIGITILITI INC: Posts $3.6 Million Net Loss in June 30 Quarter
DISH NETWORK: Board Approves Retailer Class Actions Settlement

DOLLAR THRIFTY: Hertz Affirms Agreement Price Is "Best and Final"
DOT VN: Vietnam Web Site Increases Page Views
DURATEK PRECAST: Files for Chapter 11 in Florida
EASTMAN KODAK: Former Legg Mason CEO Elected to Board
FIRSTFED FIN'L: Continues Work on Liquidating Plan

FORD MOTOR: Sees Solid Profit This Year; to Invest $2.3BB in UK
GIBBS PATRICK: Section 341(a) Meeting Scheduled for Oct. 12
GIBBS PATRICK: Taps Stone & Baxter as Bankruptcy Counsel
GIBBS PATRICK: Taps Valor Leadership as Restructuring Consultant
GOLDBERG-BAYMEADOWS: Chapter 11 Reorganization Case Dismissed

GSC GROUP: Wins Court Permission to Auction Assets
HENRY WILTON: Section 341(a) Meeting Scheduled for Oct. 15
HENRY WILTON: Taps Canfield Baer as Bankruptcy Counsel
HERITAGE CONSOLIDATED: Court Sets Nov. 8 Claims Bar Date
HERITAGE CONSOLIDATED: Gets Interim Nod to Use Cash Collateral

HERITAGE CONSOLIDATED: Taps Bridge as Financial Advisor
INSIGHT HEALTH: Posts $10.4MM Net Loss in Fiscal 2010 4th Quarter
INSIGHT HEALTH: May Seek Chapter 11 if Debt Isn't Restructured
KEARNEY FERTILIZER: Case Summary & 3 Largest Unsecured Creditors
KENNETH NISSLEY: Case Summary & 20 Largest Unsecured Creditors

LAKE AT LAS VEGAS: Deutsche Bank Taps Dolce to Run Ritz Hotel
LARRY ARRASMITH: Case Summary & 20 Largest Unsecured Creditors
LEVI STRAUSS: Selects Three to Newly Created Executive Positions
LIFEMASTERS SUPPORTED: Plan Outline Hearing Continued Until Dec. 9
LODGENET INTERACTIVE: Par Investment Amasses 18.65% Stake

MCA MEDIA: In Wind-Down Mode; BCI Has $6MM Exposure
MCP ONTARIO: First Regional Has $8.9-Mil. Exposure
MONEYGRAM INT'L: Moves Global Corporate Headquarters to Dallas
MORGANS HOTEL: Amends Clift Long-Term Ground Lease
MOTELS OF NOBLESVILLE: Case Summary & 17 Largest Unsec Creditors

MUSICLAND HOLDINGS: Court Did Not Allow Amended Complaint
NUTRITION 21: J.H. Cohn LLP Raises Going Concern Doubt
OVERLAND STORAGE: Recurring Losses Prompt Going Concern Doubt
PARK AT BRIARCLIFF: Reorganization Case Converted to Chapter 7
PERSICO CONTRACTING: Involuntary Reorganization Case Dismissed

PINNACLE RESOURCE: Case Summary & 3 Largest Unsecured Creditors
PRINCETON COMMUNITY: Moody's Keeps 'Ba3' Rating on $37 Mil. Notes
RADIO ONE: Stock Price Does Not Comply With NASDAQ Min. $1.00 Rule
RCN TELECOM: Moody's Assigns 'B1' Corporate Family Rating
RENEW ENERGY: Corn Supplier Defeats Preference Claims

RESIENTIAL CAP: Moody's Reviews Ratings on GMAC Mortgage's Notes
POLLUTION CONTROL: Moody's Junks Rating on Solid Waste Bonds
RITE AID: Reports $197-Mil. Net Loss for August 28 October
RL CARTER: Case Summary & 20 Largest Unsecured Creditors
ROBERT BENNETT: Ch. 7 Trustee Can't Recover $47,275 Judgment

ROBERT FAKELMANN: Case Summary & 18 Largest Unsecured Creditors
SAND HILL: Wants January 20 Extension for Plan Exclusivity
SEQUENOM INC: Delays $150,000,000 in Securities Offering
SIERRA POINTE: Voluntary Chapter 11 Case Summary
SILVIO MATEO: Voluntary Chapter 11 Case Summary

SINCLAIR BROADCAST: Launches Tender Offer for 8% Sr. Sub Notes
SINCLAIR BROADCAST: New Notes Priced at 98.567% of Par Value
SINOBIOMED INC: Issues 6.6-Mil. Shares to Two Offshore Entities
SKINNY NUTRITIIONAL: Posts $2.2MM Net Loss in June 30 Quarter
SIERRA POINTE: Voluntary Chapter 11 Case Summary

SILVIO MATEO: Voluntary Chapter 11 Case Summary
SUMMIT HOTEL: KPMG Audits First Half 2010 Results
SUMNER REGIONAL: Wants Until December 5 to File Liquidating Plan
RCN TELECOM: Moody's Assigns 'B1' Corporate Family Rating
UAL CORP: S&P Raises Corporate Credit Rating to 'B' From 'B-'

TEREX CORP: To Amend Credit Agreement to Gain Flexibility
UNIFI INC: Outgoing Director Sileck Unloads 30,000 Shares
UNIVERSAL BUILDING: Court OKs Sale of Assets to UBP Acquisition
UNIVERSAL BUILDING: Hearing on Trustee Appointment Set for Today
UNIVERSAL BUILDING: Units File Schedules of Assets and Liabilities

VENTANA HILLS: Plan Outline Hearing Continued Until October 21
VICTOR VALLEY: Wants Prime-Led Auction; Potential Bidder Surfaces
WARNER CHILCOTT: Moody's Rates $500 Mil. Note Offering at 'B3'
WARNER CHILCOTT: S&P Affirms 'B+' Rating on Senior Unsec. Notes
WESTERN LIBERTY: Shareholders Approve Service1st Acquisition

WHITE BIRCH: Black Diamond Consortium Wins Auction
YELLOWSTONE CLUB: Porcupine Creek to Be Sold for $55 Million

* S&P's 2010 Global Corp. Defaults Total Now at 55
* Re-Default Rate on Home Loan Modifications Drops

* Large Companies With Insolvent Balance Sheets

                            *********

3 G PROPERTIES: Bankr. Administrator Unable to Form Committee
-------------------------------------------------------------
Marjorie K. Lynch, the Bankruptcy Administrator for the Eastern
District of North Carolina notified the U.S. Bankruptcy Court that
she was unable to appoint an official committee of unsecured
creditors in the Chapter 11 case of 3 G Properties, LLC.

The Bankruptcy Administrator explained that there were
insufficient indications of willingness from the unsecured
creditors to serve on the Committee.

Wake Forest, North Carolina-based 3 G Properties, LLC, dba
Granville Park Partners, LLC, Lake Glad Road Commercial, LLC, dba
Lake Glad Road Partners, LLC, filed for Chapter 11 bankruptcy
protection on June 14, 2010 (Bankr. E.D. N.C. Case No. 10-04763).
Gregory B. Crampton, Esq., and Kevin L. Sink, Esq., at Nicholls &
Crampton, P.A., represent the Company in its restructuring effort.
The Company estimated its assets and debts at $10 million to
$50 million as of the Petition Date.


ADVOCATE FINANCIAL: Louis Phillips Appointed Chapter 11 Trustee
---------------------------------------------------------------
The Hon. Douglas D. Dodd of the U.S. Bankruptcy Court for the
Middle District of Louisiana approved the appointment of Louis M.
Phillips of Baton Rouge, Louisiana to serve as Chapter 11 trustee
in the reorganization case of Advocate Financial, LLC.

New Orleans, Louisiana-based Advocate Financial, L.L.C., filed for
Chapter 11 bankruptcy protection on May 25, 2010 (Bankr. M.D. La.
Case No. 10-10767).  Attorneys at Baldwin Haspel Burke & Mayer
serve as the Debtor's bankruptcy counsel.  In its schedules, the
Debtor disclosed $19,370,268 in total assets and $10,769,568 in
total liabilities.


ADVOCATE FINANCIAL: Ch. 11 Trustee Taps Gordon Arata as Counsel
---------------------------------------------------------------
The Hon. Douglas D. Dodd of the U.S. Bankruptcy Court for the
Middle District of Louisiana authorized Louis M. Phillips, Chapter
11 trustee in the reorganization case of Advocate Financial, LLC,
to employ Gordon, Arata, McCollam, Duplantis & Eagan, L.L.P. as
counsel.

GAMDE will give the trustee legal advice with respect to trustee's
powers and duties as trustee in the continued operation of,
closure of, or sale of the Debtor's business and management of the
Debtor's property for the benefit of the Chapter 11 estate; and to
perform all necessary legal services for trustee.

To the best of the trustee's knowledge, GAMDE is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

                  About Advocate Financial, L.L.C.

New Orleans, Louisiana-based Advocate Financial, L.L.C., filed for
Chapter 11 bankruptcy protection on May 25, 2010 (Bankr. M.D. La.
Case No. 10-10767).  Baldwin Haspel Burke & Mayer serves as the
Debtor's bankruptcy counsel.  In its schedules, the Debtor
disclosed $19,370,268 in total assets and $10,769,568 in total
liabilities.


ADVOCATE FINANCIAL: Plan Promises Full Payment to Creditors
-----------------------------------------------------------
Advocate Financial, LLC, submitted to the U.S. Bankruptcy Court
for the Middle District of Louisiana a proposed Plan of
Reorganization and an explanatory Disclosure Statement.

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

According to the Disclosure Statement, the Plan provides that the
Debtor will continue to own and retain its assets not otherwise
provided for within the Plan.  The income derived from the
Debtor's operations will be used to cover expenses of the Plan.
The Debtor will receive 50% of all monies received as a management
fee.  The payment required to be made to creditors will be
generated from the Debtor's operations and possible recovery of
damages claim against Hancock Bank of Louisiana.

The Debtor estimates that it has assets of $21.94 million, of
$19.27 million is on account of loans receivable.

According to the Disclosure Statement, the Plan proposes that all
creditors will be paid in full within a short period of time.
Priority creditors, administrative creditors and unsecured
creditors will be paid in full upon the effective date of the
Plan.

Hancock will be protected by an escrow account, which would be
maintained until further orders of the Court, depending on the
eventual determination of Hancock's creditor status and the
outcome of the adversary proceeding against Hancock.  With respect
to Hancock's potential secured claim, all interest accruing on
Hancock's loan, subsequent to January 31, 2010, at the contractual
non-default rate, will be paid and placed into escrow account at
Hancock on the effective date of the Plan. Additionally, $1
million will be paid to Hancock upon the effective date of the
Plan.

Unsecured creditors that have performed postpetition work for the
Debtor -- will receive 95% of their prepetition debt.  Other
general unsecured creditors will be paid 100% of allowed claims
upon the effective date of the Plan.

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

                 About Advocate Financial, L.L.C.

New Orleans, Louisiana-based Advocate Financial, L.L.C., is
engaged in the business of making loans to attorneys, law firms,
and their clients to fun the reasonable costs and expenses of
litigation.  The Debtor has one member, viz., La Chenaie Holding,
L.L.C.

Advocate Financial filed for Chapter 11 bankruptcy protection on
May 25, 2010 (Bankr. M.D. La. Case No. 10-10767).  Baldwin Haspel
Burke & Mayer serves as the Debtor's bankruptcy counsel.  The
Debtor disclosed $19,370,268 in assets and $10,769,568 in
liabilities as of the Petition Date.


AG ENERGY: Files Chapter 11 Petition in Illinois
------------------------------------------------
Ag Energy Resources Inc., a biofuel processing facility, filed for
bankruptcy protection under Chapter 11 of the U.S. Bankruptcy Code
Sept. 23 in Benton, Illinois (Bankr. S.D. Ill. Case No. 10-41440).

The Debtor estimated assets of $10 million to $50 million and
liabilities of $1 million to $10 million in its Chapter 11
petition.  It said it has real property valued at $4.9 million,
and personal property valued at $9.2 million.  Secured claims
total $8.5 million.


AIROCARE INC: Can Obtain DIP Financing and Use Cash of ARC LLC
--------------------------------------------------------------
The Hon. Robert G. Mayer of the U.S. Bankruptcy Court for the
Eastern District of Virginia authorized AirOcare, Inc., to obtain
$700,000 of secured postpetition financing, and use cash in which
ARC, LLC, claims an interest.

The Debtor owes ARC $900,000 plus any interest, costs and other
expenses due under the terms of the secured note dated May 28,
2010.  The ARC claim is secured by a first priority lien and
security interest upon all of the Debtor's assets, subordinate
only to whatever unavoidable rights BB&T Bank may have pursuant to
a prepetition lien.

The Debtor is unable to obtain secured credit except under the
terms and conditions provided under the DIP Facility.  The Debtor
would use the money to allow the Debtor to continue its operations
and administer and preserve the value of its estate.

The DIP Facility provides for a total aggregate principal amount
of up to $1,000,000.  Prepetition, the Debtor borrowed $300,000
under the DIP Facility.  Under the DIP Facility, ARC will have a
first priority lien and security interest upon the collateral,
provided however, that said lien will be (i) pari passu with the
lien securing the prepetition ARC claim and (ii) subordinate to
whatever unavoidable rights BB&T Bank may have pursuant to the
prepetition lien.

The Debtor is also authorized to use cash collateral pursuant to
the DIP Facility.

                       About AirOcare, Inc.

Dulles, Virginia-based AirOcare, Inc., filed for Chapter 11
bankruptcy protection on May 29, 2010 (Bankr. E.D. Va. Case No.
10-14519).  Lawrence Allen Katz, Esq., at Venable LLP, assists the
Debtor in its restructuring effort.  The Company disclosed
$21,360,578 in assets and $7,973,914 in debts as of the Petition
Date.


AIRTRAN HOLDINGS: To Be Acquired by Southwest for $3.42 Billion
---------------------------------------------------------------
AirTran Holdings, Inc., the parent company of AirTran Airways, and
Southwest Airlines announced Monday they have entered into a
definitive merger agreement for AirTran to be acquired by
Southwest in a transaction currently valued at more than $1.37
billion.  Including existing AirTran Holdings, Inc., indebtedness
and capitalized aircraft operating leases, the aggregate
transaction value is approximately $3.42 billion.

Shareholders of AirTran Holdings, Inc., will receive a combination
of Southwest common stock and cash valued between $7.25 and $7.75,
depending upon the average trading price of Southwest stock for a
20 trading day period to and including three trading days prior to
the closing of the merger.  At least $3.75 of the merger
consideration will be in cash.

The stock portion of the consideration will be 0.321 shares of
Southwest common stock for each share of AirTran common stock,
unless the trading price of Southwest common stock would cause the
overall merger consideration to exceed $7.75 per share -- in which
case the number of Southwest shares will be decreased so that the
consideration equals $7.75 per AirTran share -- or would cause the
overall merger consideration to be less than $7.25 per share -- in
which case additional cash, Southwest shares or a combination of
the two will be added so that the consideration equals $7.25 per
share.

Based on Southwest Airlines' closing share price as of September
24, 2010, the value of the merger consideration would be $7.69 per
AirTran share.  This represents a 69% premium over the September
24, 2010, closing price of AirTran stock.

The agreement has been unanimously approved by the boards of
directors of each company, and closing is subject to the approval
of AirTran stockholders, receipt of certain regulatory clearances,
and fulfillment of customary closing conditions.

Completion of the transaction is expected to close by the first
half of 2011.  Commercial and operating integration is slated to
culminate in 2012, with both carriers operating under Southwest
Airlines' Federal Aviation Administration operating certificate in
Dallas.

Until the acquisition is approved and finalized, both carriers
will continue to operate independently.

Morgan Stanley acted as lead financial advisor to AirTran
Holdings, Inc., with both Sullivan & Cromwell, LLP, and Smith,
Gambrell & Russell, LLP, acting jointly as legal advisors.

Citigroup Global Markets Inc. and Dahlman Rose & Company acted as
financial advisors to Southwest Airlines. Vinson & Elkins L.L.P.
acted as legal counsel to Southwest Airlines.

Based on an economic analysis by Campbell-Hill Aviation Group,
LLP, Southwest Airlines' more expansive low-fare service at
Atlanta, alone, has the potential to stimulate over two million
new passengers and over $200 million in consumer savings,
annually. These savings would be created from the new low-fare
competition that Southwest Airlines would be able to provide as a
result of the acquisition, expanding the well-known "Southwest
Effect'" of reducing fares and stimulating new passenger traffic
wherever it flies.

AirTran revenues and operating income, excluding special items,
for the 12 months ending June 30, 2010, were $2.5 billion and $128
million, respectively.  Southwest Airlines revenues and operating
income, excluding special items, for the 12 months ending June 30,
2010, were $11.2 billion and $843 million, respectively.

The proposed transaction, including the anticipated benefit of net
synergies, but excluding the impact of one-time acquisition and
integration costs, is expected to be accretive to Southwest
Airlines pro forma fully-diluted earnings per share in the first
year after the close of the transaction and strongly accretive
thereafter.  Net annual synergies are expected to exceed $400
million by 2013.  One-time costs related to the acquisition and
integration of AirTran are expected to be in the range of $300
million to $500 million.

As of June 30, 2010, the combined unrestricted cash and short-term
investments of the two companies was $3.7 billion. Southwest
Airlines intends to fund approximately $670 million in cash
consideration for the transaction out of cash on hand.  Since June
30, Southwest's cash and short-term investments balance has
increased from $3.1 billion to $3.3 billion. In addition,
Southwest Airlines has a fully available, unsecured revolving
credit facility of $600 million.

Based on current operations, the combined organization would have
nearly 43,000 employees and serve more than 100 million customers
annually from more than 100 different airports in the U.S. and
near-international destinations.  In addition, the combined
carriers' all-Boeing fleet consisting of 685 active aircraft would
include 401 Boeing 737-700s, 173 Boeing 737-300s, 25 Boeing 737-
500s, and 86 Boeing 717s, with an average age of approximately 10
years, one of the youngest fleets in the industry.

"This agreement is great news for our Crew Members, our
shareholders, our customers and the communities we serve. Joining
Southwest Airlines will give us opportunities to grow, both
professionally as individuals and as a group, in ways that simply
would not be possible without this agreement," said Robert
Fornaro, AirTran Airways' chairman, president and chief executive
officer. "This agreement with Southwest is a testament to the
success and hard work of the more than 8,000 AirTran Crew Members
who have built this airline.  I am tremendously proud of the
things we have accomplished together and look forward to
continuing that great work during this next exciting chapter of
our history."

"Both companies have dedicated people with kindred Warrior
Spirits, who care about each other, and who care about serving
Customers. We will continue to enhance our award-winning Customer
experiences and high-quality operations," said Gary Kelly,
Southwest Airlines' chairman, president, and chief executive
officer. "We believe this deal can benefit all Stakeholders
through an expansion of low fares for Customers, opportunities for
Employees of both companies and for suppliers and vendors, and
favorable returns for Shareholders. Ultimately, we want to spread
low fares farther and look forward to working together with
AirTran's Crew Members to realize the new opportunities we expect
to achieve from this deal."

As reported by the Troubled Company Reporter on April 23, 2010,
The Associated Press said AirTran CEO Robert Fornaro told
investors during a conference call on April 21 that the Company
would consider a combination with another carrier or a smaller
transaction if approached and if such a deal made sense for the
Company and shareholders.  According to the AP, Mr. Fornaro said
AirTran doesn't plan to initiate a deal with another airline.

AirTran made a $78 million hostile takeover bid for Midwest
Airlines in June 2005.  AirTran raised its offer several times,
topping out with an offer worth an estimated $445 million when it
was made in August 2007.  Each time, its offer was rejected.
Midwest ultimately agreed to be sold to private equity firm TPG
Capital for about $450 million, and AirTran has said repeatedly
since then that it was glad it didn't succeed in its bid.

                          About Southwest

Based in Dallas, Southwest Airlines (NYSE: LUV) --
http://www.southwest.com/-- is the nation's largest carrier in
terms of originating domestic passengers boarded, now serving 69
cities in 35 states.  Southwest currently operates more than 3,200
flights a day and has nearly 35,000 Employees systemwide.

                           About AirTran

Headquartered in Orlando Florida, AirTran Holdings Inc. (NYSE:
AAI) -- http://www.airtran.com/-- through its wholly owned
subsidiary, AirTran Airways, Inc., operates scheduled airline
service throughout the United States and to selected international
locations.

At June 30, 2010, the Company had total assets of $2,257,171,000,
total current liabilities of $718,560,000, long-term capital lease
obligations of $17,165,000, long-term debt of $901,699,000, other
liabilities of $110,829,000, deferred income taxes of $4,206,000,
derivative financial instruments of $20,632,000, and stockholders'
equity of $484,080,000.

                           *     *     *

In December 2009, Moody's Investors Service raised its ratings of
AirTran Holdings' corporate family and probability of default
ratings each to Caa1 from Caa2.  The 'Caa1' corporate family
rating considers the still high leverage and AirTran's exposure to
cyclical risks in the airline industry.

As reported by the Troubled Company Reporter on July 9, 2010,
Standard & Poor's Ratings Services raised its ratings on AirTran
Holdings, including the corporate credit rating, to 'B-' from
'CCC+'.  The recovery rating on senior unsecured debt remains '6',
indicating S&P's expectations of a negligible (0% to 10%) recovery
in a default scenario.

"S&P base the upgrade on consistent recent and expected financial
performance and liquidity that should remain sufficient for
operating needs and debt service," said Standard & Poor's credit
analyst Philip Baggaley.  AirTran reported one of the best
earnings among U.S. airlines in 2009 (in terms of margins and
absolute level), mainly due to the fact that the U.S. and global
recession did not hurt its main market (domestic leisure travel)
as badly as business and international traffic.  "That said, S&P
does not expect AirTran to benefit as much from this year's
improvement in industry conditions (including in particular
business and international traffic) as "legacy" airlines (large
hub-and-spoke airlines, such as competitor Delta Air Lines Inc.),"
he continued.


ATI ACQUISITION: S&P Puts 'B' Rating on CreditWatch Negative
------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B' corporate credit
rating on ATI Acquisition Co., as well as all related issue-level
ratings on the company's debt, on CreditWatch with negative
implications.

Arlington, Texas-based ATI had total debt of $234 million as of
June 30, 2010.

"The CreditWatch listing reflects the potential impact of
increased federal government regulation, which would negatively
affect ATI's operating performance, debt leverage, and liquidity,"
explained Standard & Poor's credit analyst Hal Diamond.

The U.S. Department of Education has proposed a requirement that
post-secondary programs demonstrate federal student loan principal
repayment rates at certain thresholds in order for students to
remain eligible for federal loans under Title IV funding.  Certain
of ATI's schools had repayment rates that fell below the threshold
for retaining Title IV funding eligibility, based on the current
measure of repayment rates and relevant thresholds proposed by the
DoE.  The DoE has indicated that it plans to finalize the new
regulations by Nov. 1, 2010, with initial implementation beginning
July 1, 2011.

Including ATI's off-balance-sheet operating lease commitments and
contingent payments, debt leverage declined slightly, to 4.5x for
the 12 months ended June 30, 2010, from roughly 5.0x at the time
of the company's December 2009 leveraged buyout.

ATI's leverage of 3.08x at June 30, 2010, as calculated per
covenants under the company's bank facilities, provides a 28%
cushion against the leverage covenant of 4.25x, which steps down
to 4.0x at Dec. 31, 2010, 3.75x at June 30, 2011, and 3.5x at
Dec. 31, 2011.  However, the potential impact of federal
regulations on the company's operating performance, debt leverage,
and liquidity may be material, as ATI indirectly derives about 88%
of revenues from federal government sponsored financial aid and
grants received by its students.

Separately, the company has a $20 million earn-out liability,
which is due to sellers on April 30, 2011.  S&P believes that the
company will not have the ability to make this payment with its
current liquidity, and will need support from funds advised by BC
Partners Inc., its private equity sponsor.  S&P regards the
company's robust revenues and EBITDA increase in the recent
quarter as having little bearing on the performance it could
maintain if it loses a significant portion of its Title IV
funding.


BARBARA CHADWICK: Weirs Unable to Prove Fraudulent Transfer
-----------------------------------------------------------
Bankruptcy Judge Shelley D. Rucker of the U.S. Bankruptcy Court
for the Eastern District of Tennessee denied Brian and Donna
Weir's motion for summary judgment regarding their claim that
debtor Barbara Allen Chadwick fraudulently conveyed her property
at 163 County Road 5, Calhoun, Tennessee.  The judge held that the
Weirs have not admitted facts in their answer or in their summary
judgment materials demonstrating under the Uniform Fraudulent
Transfer Act that either the Debtor:

   (a) was engaged or was about to engage in a business or a
       transaction for which the remaining assets of the Debtor
       were unreasonably small in relation to the business or
       transaction; or

   (b) intended to incur, or believed or reasonably should have
       believed that the Debtor would incur, debts beyond the
       debtor's ability to pay as they become due.

A copy of the Decision is available at:

  http://www.leagle.com/unsecure/page.htm?shortname=inbco20100916689

Barbara Allen Chadwick filed for Chapter 11 bankruptcy on
February 20, 2009 (Bankr. E.D. Tenn. Case No. 09-11047).  In her
schedules, the Debtor disclosed total assets valued at $191,200
and total liabilities of $217,611.


BEDFORD PCH: Case Summary & 15 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Bedford PCH, L.P.
        210 E. Plank Road
        Altoona, PA 16602

Bankruptcy Case No.: 10-71136

Chapter 11 Petition Date: September 24, 2010

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

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

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

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

A list of the Company's 15 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/pawb10-71136.pdf

The petition was signed by Gregory S. Morris, president of general
partner/limited partner.

Debtor-affiliates that filed separate Chapter 11 petitions:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
200 East Plank Road, L.P.              10-70679   06/09/10
Altoona Pizza One, Inc.                10-70680   06/09/10
Altoona VVB, LP                        10-70678   06/09/10
Gregory S. Morris                      10-70574   05/16/10
Hampton Inn Altoona Pennsylvania, LP   10-70676   06/09/10
MMFRE Limited Partnership              10-70685   06/10/10
Morris Management Harrisburg, LP       10-70687   06/10/10
Morris Management Real Estate, LP      10-70677   06/09/10
Tyrone PCH, LP                         10-70681   06/09/10
Venmor Tipton Partnership              10-70686   06/10/10


BERNARD MADOFF: SIPC Says Victim Claims Exceed Agency's Funds
-------------------------------------------------------------
Carla Main at Bloomberg News reports that the Securities Investor
Protection Corp. said in a letter to a congressional subcommittee
that claims by victims of Bernard Madoff's Ponzi scheme far exceed
the funds available to the agency to reimburse them.

According to the report, SIPC, as of Aug. 1, had a total fund of
$1.2 billion and access to as much as an additional $2.5 billion
in loans from the U.S. Securities and Exchange Commission, SIPC
President Stephen Harbeck said in a Sept. 7 letter to the House
Subcommittee on Capital Markets, Insurance and Government
Sponsored Enterprises.

The report relates that claims by Madoff victims total $57.2
billion based on false account statements issued by Madoff's firm
in November 2008, the month before his arrest, according to the
SIPC letter.  Victims lost $17.3 billion when calculated as the
difference between money invested and money withdrawn from Mr.
Madoff's firm.

According to the report, the SIPC, which is required to pay
victims a maximum of $500,000 for most claims, said it has
allocated $888 million to pay claims based on lost principal.  If
forced to pay based on the account statements, the SIPC would have
to pay an additional $1.1 billion, it said in the letter, produced
in connection with the subcommittee hearing on Sept. 23.

Bloomberg relates that Madoff victims have tried, unsuccessfully
so far, to force the SIPC to pay based on their fictitious account
balances.  The SIPC, supported by trustee Picard and U.S.
Bankruptcy Judge Burton Lifland in Manhattan, has said it's
required only to pay based on cash invested minus withdrawals.

                      About Bernard L. Madoff

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

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

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

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

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

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

As of August 13, 2010, a total of US$5,578,441,409 in claims by
investors has been allowed, with US$715,602,064 to be paid by the
SIPC.  Investors are expected to receive additional distributions
from money recovered by Mr. Picard.

Mr. Picard has recovered a number of assets and in liquidated some
of those assets for the benefit of customers, totaling
US$1,183,779,811 as of November 2009.


BIGLER LP: Sales Fail to Generate Funds for Unsecured Creditors
---------------------------------------------------------------
Bigler LP submitted to the U.S. Bankruptcy Court for the Southern
District of Texas a proposed Plan of Liquidation and an
explanatory Disclosure Statement, as amended.

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

According to the Disclosure Statement, the Plan constitutes a
single plan of liquidation for all Debtors.  The Plan contemplates
the winding down of the Debtors' estates and the resolution of the
outstanding claims against the Debtors.  Upon the effective date,
all assets not subject to the sale will be transferred to a
liquidating trust.  The liquidating trust will administered by the
liquidating trustee, will be making the distribution provided by
the Plan.

With the assistance of their financial advisor, Parkman Whaling,
LLC, the Debtors marketed the sale of substantially all of their
assets, consistent with the terms of their DIP loan with Amegy
Bank, National Association.

According to the Disclosure Statement, as recently amended, the
sale closing of Bigler Petrochemicals LP and Bigler Terminals LP
assets to Amegy will occur as part of the Plan; the Debtors will
consummate the sale of the Petrochemicals and Terminals Assets on
the terms of the Amegy asset purchase agreement with either Amegy
or its assignee under the APA.

The Plan, as amended, also incorporates an agreement between Amegy
and the Committee dated June 15, 2010.  In return for the Official
Committee of Unsecured Creditors' support of the Plan and the
sales of the Debtors' Assets, Amegy agreed to pay the Debtors'
estates the Gifted Amount.

Based on the results of the auction, the Debtors believe that
unsecured creditors distributions under the Plan will be limited
to the gifted amount, following the payment of applicable
expenses.

The original Plan contemplates making payments to allowed claims
pursuant to priorities set forth in the Plan, to the extent that
any trust assets remain.  It is uncertain what unsecured creditors
will receive, if anything, after the proposed sale, and the
liquidating trust's review, initiation, and prosecution of causes
of action.  All cash necessary for the liquidating trust to
make distributions pursuant to the Plan will be obtained from the
trust assets, including the sale proceeds.

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

                          About Bigler LP

Houston-based Bigler LP is a diversified petrochemical producer.
Bigler has production and storage facilities on 271 acres on the
Houston Ship Channel.

Bigler filed for Chapter 11 reorganization on Oct. 30 in Houston
(Bankr S.D. Tex. Case No. 09-38188).  King & Spalding LLP serves
as the Debtor's bankruptcy counsel.  The Debtor estimated assets
of $233 million against debt totaling $151 million.  Liabilities
include $67 million owed to secured lender Amegy Bank NA, which
has a lien on all assets.

Secured lender Amegy Bank is represented by Porter & Hedges LLP.


BOSTON GENERATING: Committee Taps Jager Smith P.C. as Counsel
-------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of Boston Generating, LLC, and its debtor-affiliates asks
the U.S. Bankruptcy Court for the Southern District of New York
for permission to employ the law firm of Jager Smith P.C. as its
counsel.

Jager Smith will, among other things:

   a. advise the Committee and represent it with respect to
      proposals and pleadings submitted by the Debtors or others
      to the Court;

   b. represent the Committee with respect to any plan of
      reorganization or disposition of assets proposed in these
      cases;

   c. attend hearings, draft pleadings and generally advocate
      positions that further the interests of the creditors
      represented by the Committee;

The hourly rates of Jager Smith's personnel are:

     Partners and Counsel            $500 - $700
     Associates                      $325 - $490
     Paraprofessionals                $95 - $225

To the best of the Committee's knowledge, Jager Smith is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

                       About Boston Generating

New York-based Boston Generating, LLC, owns nearly 3,000 megawatts
of mostly modern natural gas-fired power plants in the Boston
area.  Privately held Boston Generating is an indirect subsidiary
of US Power Generating Co., and considers itself as the third-
largest fleet of plants in New England.

Boston Generating filed for Chapter 11 protection on August 18,
2010 (Bankr. S.D.N.Y. Case No. 10-14419).  Boston Generating
estimated its assets and debts at more than $1 billion as of the
Petition Date.

EBG Holdings LLC; Fore River Development, LLC; Mystic, LLC; Mystic
Development, LLC; BG New England Power Services, Inc.; and BG
Boston Services, LLC, filed separate Chapter 11 petitions.

D. J. Baker, Esq., at Latham & Watkins LLP, serves as bankruptcy
counsel for the Debtors.  JP Morgan Securities is the Debtors'
investment banker.  Perella Weinberg Partners, LP, is the Debtors'
financial advisor.  Brown Rudnick LLP is the Debtors' regulatory
counsel.  FTI Consulting, Inc., is the Debtors' restructuring
consultant.  Anderson Kill & Olick, P.C., is the Debtors'
conflicts counsel.  The Garden City Group, Inc., is the Debtors'
claims agent.


BLOCKBUSTER INC: Asks for Approval to Use Cash Collateral
---------------------------------------------------------
Blockbuster Inc., and its debtor-affiliates' primary prepetition
funding consists of Senior Secured Notes and Senior Subordinated
Notes, relates Stephen Karotkin, Esq., at Weil, Gotshal & Manges
LLP, in New York.

Specifically, pursuant to an indenture dated as of:

  * October 1, 2009, among BBI, as issuer, certain of BBI's
    subsidiaries as guarantors, and U.S. Bank National
    Association as trustee and collateral agent, Blockbuster
    issued notes in an initial aggregate principal amount at
    maturity of $675 million, bearing interest at the rate of
    11.75%, and due to mature on October 1, 2014.  As of the
    Petition Date, approximately $630 million in principal
    amount was outstanding in respect of the Senior Secured
    Notes, exclusive of accrued and unpaid interest, fees, and
    other charges.  To secure the Senior Secured Obligations,
    Blockbuster and each of the Senior Note Guarantors granted
    to the Senior Indenture Trustee, on behalf of the Senior
    Secured Noteholders, a security interest in and first
    priority liens on substantially all of the Debtors' assets,
    including without limitation, accounts, chattel paper,
    deposit accounts, documents, equipment and goods, general
    intangibles, instruments, inventory, commercial tort claims,
    investment property, letter-of-credit rights, and securities
    collateral -- the Prepetition Collateral.

  * August 20, 2004, among BBI, as issuer, certain of BBI's
    subsidiaries as guarantors, and the Bank of New York Trust '
    Company, N.A., as trustee and collateral agent, BBI issued
    certain notes in the initial aggregate principal amount at
    maturity of $300 million, bearing interest at the rate of
    9.0%, and due to mature on September 1, 2012.  As of the
    Petition Date, approximately $300 million in principal
    amount was outstanding in respect of the Subordinated Notes
    issued under the Subordinated Indenture, exclusive of
    accrued and unpaid interest, fees and other charges.  The
    Subordinated Obligations are unsecured and are contractually
    Subordinated to the payment in full of the Senior Secured
    Obligations.

To continue to operate their business in the ordinary course while
in Chapter 11, the Debtors determined, with the assistance of
Rothschild Inc., that additional liquidity in the form of a
debtor-in-possession financing was essential.  To address their
working capital needs and fund their reorganization efforts, the
Debtors also require the immediate use of Cash Collateral.

For this reason, the Debtors seek the Court's approval to use Cash
Collateral pursuant to Section 363 of the Bankruptcy Code.
"Cash Collateral" is defined as all (i) funds of the Debtors,
including the contents of all of their deposit accounts and
securities accounts, and (ii) proceeds, products, rents, issues or
profits of the Prepetition Collateral and the DIP Collateral and
all other cash collateral of the DIP Lenders, the Roll-Up
Noteholders, and the Senior Secured Noteholders and the Senior
Indenture Trustee -- the Adequate Protection Parties.

The use of Cash Collateral will provide the Debtors with the
additional necessary capital to operate their business, pay their
employees, maximize value, and successfully reorganize under
Chapter 11, explains Mr. Karotkin.  He further notes that the
Senior Secured Noteholders have consented or have been deemed to
consent to the Debtors' use of Cash Collateral subject to:

  (a) the limitations on the use of Cash Collateral in
      accordance with the Approved Budget, then in effect,
      and the DIP Orders,

  (b) the grant of the Adequate Protection,

  (c) the potential termination of the authority to use Cash
      Collateral upon the occurrence of certain events, and

  (d) the provision for Carve-Out Expenses.

The Carve-Out Expenses are: (1) all fees required to be paid
to the Clerk of the Bankruptcy Court and to the Office of the
United States Trustee under 28 U.S.C. Section 1930(a) plus
interest pursuant to 31 U.S.C. Section 3717; (2) fees and expenses
up to $100,000 incurred by a trustee under Section 726(b) of the
Bankruptcy Code; (3) to the extent allowed at any time, all
accrued but unpaid fees, disbursements, costs and expenses
incurred, at any time before or on the first business day
following delivery of a Carve-Out Trigger Notice, by professionals
or professional firms retained by (i) the Debtors pursuant to
Section 327 of the Bankruptcy Code and (ii) any Statutory
Committee appointed in the Chapter 11 cases pursuant to Section
1103 of the Bankruptcy Code; and (4) to the extent allowed at any
time, all unpaid fees, disbursements, costs and expenses incurred
after the first business day following delivery of the Carve-Out
Trigger Notice by the Professional Persons in an aggregate amount
not to exceed $5,000,000.

The "Carve-Out Trigger Notice" refers to a written notice
delivered at the direction of the Requisite DIP Lenders to the
Debtors and their counsel, the United States Trustee, the
Senior Indenture Trustee and its counsel, and the counsel for
any Statutory Committee appointed in the Chapter 11 cases,
which notice may be delivered following (a) the occurrence of
a Termination Event and (b) the acceleration or maturity of
the DIP Obligations, stating that (i) a Termination Event has
occurred, (ii) the DIP Obligations have been accelerated or
matured, and (iii) the Post Carve-Out Trigger Cap has been
invoked.

Pursuant to Sections 361, 363(e), and 364(d)(1) of the Bankruptcy
Code, the Adequate Protection Parties are entitled to adequate
protection of their interests in their Prepetition Collateral,
including the Cash Collateral, for and equal in amount to the
aggregate diminution in the value of the Adequate Protection
Parties' security interests in the Prepetition Collateral as a
result of, among other things, the Debtors' sale, lease or use of
Cash Collateral and any other Prepetition Collateral, the priming
of the Adequate Protection Parties' security interests and liens
in the Prepetition Collateral by the DIP Agent, the DIP Lenders,
and the Roll-Up Noteholders pursuant to the DIP Loan Documents,
and the DIP Orders, and the imposition of the automatic stay
pursuant to Section 362 of the Bankruptcy Code or otherwise.

The Adequate Protection Parties will receive:

  * Adequate Protection Liens: Replacement security
    interest in and liens upon all of the DIP Collateral,
    subject to and subordinate to the Carve-Out Expenses
    and the liens securing the DIP Obligations and the
    Roll-Up Notes;

  * Section 507(b) Claims: Adequate Protection
    Superpriority Claims, with priority in payment over
    any and all other administrative expenses in the
    Bankruptcy Cases other than the Carve-Out Expenses
    and the claims held by the DIP Agent, the DIP
    Lenders, and the Roll-Up Noteholders

  * Fees and Expenses: The Debtors will make current
    cash payments of all (i) fees and expenses payable to
    the Senior Indenture Trustee under the Senior
    Indenture and Senior Note Documents, including the
    reasonable and documented fees and expenses of its
    professionals, and (ii) reasonable and documented
    professional fees and expenses of the Steering Group
    of Senior Secured Noteholders to their professionals
    without the necessity of filing motions or fee
    applications, including amounts arising before
    and after the Petition Date.

  * Financial Reporting: The Debtors will provide the
    Senior Indenture Trustee with financial and other
    reporting in compliance with the Senior Indenture and
    any other reporting requirements that may be required
    by the DIP Orders.

  * Accrual of Interest: Interest at the non-default rate
    under the Senior Indenture will accrue but not be
    payable after the Petition Date until the Termination Date.
    The interest will not be treated as Adequate Protection
    Superpriority Claims.

The Credit Parties will submit a Proposed Budget every month which
will require the approval of certain requisite DIP Lenders before
becoming an Approved Budget, Mr. Karotkin maintains.

A full-text copy of the Debtors' 16-week Cash Flow Forecast is
available for free at:

      http://bankrupt.com/misc/BBI_Forecast_092410.pdf

                         *     *     *

The Court issued a bridge order on Sept. 24, 2010, authorizing the
Debtors to use Cash Collateral.

Judge Burton Lifland held that the Debtors' authority to use the
proceeds of any Prepetition Collateral, including Cash Collateral,
the DIP Financing, and any commitment to make additional advances
under the Revolving DIP Loan, will each terminate upon the
earliest to occur of:

  (a) the date that is seven days after entry of the Bridge
      Order if an Interim Order has not been entered that is
      acceptable to the Requisite DIP Lenders;

  (b) 30 days after entry of the Interim Order if a Final Order
      has not been entered that is acceptable to the Requisite
      DIP Lenders;

  (c) April 30, 2011;

  (d) the date of any acceleration of the DIP Loans in
      accordance with the terms of the DIP Loan Documents;

  (e) the date of any occurrence of an Event of Default under
      the DIP Loan Documents;

  (f) the breach of any obligations under the Bridge Order;

  (g) the first Business Day on which the Bridge Order expires
      by its terms or is terminated as to any Debtor, unless the
      Interim Order has been entered and is in effect;

  (h) the date upon which any provision of the Bridge 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;

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

  (j) 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.

The Court will continue the interim hearing on the Cash Collateral
request today at 10:00 a.m., prevailing Eastern time.

                       About Blockbuster Inc.

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

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

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

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

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

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

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


BLOCKBUSTER INC: Gets 15-Day Extension for Schedules & Statements
-----------------------------------------------------------------
Blockbuster Inc. and its units asked the U.S. Bankruptcy Court for
the Southern District of New York to extend the time within which
they must file their (i) schedules of assets and liabilities,
(ii) schedules of executory contracts and unexpired leases, and
(iii) statements of financial affairs by an additional 30 days,
without prejudice to the Debtors' right to request additional time
should it become necessary.

Section 521 of the Bankruptcy Code and Rule 1007 of the Federal
Rules of Bankruptcy Procedure require a debtor to file its
(i) schedules of assets and liabilities; (ii) schedules of current
income and expenditures; (iii) schedules of executory contracts
and unexpired leases; and (iv) statements of financial affairs
within 15 days after a debtor's bankruptcy filing.

Stephen Karotkin, Esq., at Weil, Gotshal & Manges LLP, in New
York, contends that due to the complexity and diversity of their
operations, the Debtors anticipate that they will be unable to
complete their Schedules and Statements in the 14 days provided
under Rule 1007(c).  While the Debtors' books and records are
maintained at their corporate headquarters, Blockbuster currently
has approximately 3,300 retail stores operating within the United
States of America and its territories, as well as 40 distribution
centers and two offices for the digital side of its business
similarly dispersed from Coast to Coast.

Judge Burton Lifland has entered an order extending by an
additional 15 days the time within which the Debtors must file
their Schedules and Statements, without prejudice to the Debtors'
right to seek further extensions upon showing of cause.

                       About Blockbuster Inc.

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

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

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

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

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

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

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


BLOCKBUSTER INC: Proposes to Access $125 Mil. of DIP Financing
--------------------------------------------------------------
Blockbuster Inc. and its debtor-affiliates seek approval from the
U.S. Bankruptcy Court for the Southern District of New York to dip
their hands into 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.

In the interim, the Debtors seek authorization to borrow from the
DIP Lenders up to a maximum outstanding principal amount of
$45,000,000 of the Revolving DIP Loan.

Stephen Karotkin, Esq., at Weil, Gotshal & Manges LLP, in New
York, informs the Court that the proposed DIP Loans are the result
of the Debtors' negotiations with their Senior Secured
Noteholders.

Mr. Karotkin notes that many of the Sponsoring Noteholders have
agreed to provide the proposed DIP Loans so as to enable the
Chapter 11 cases to be appropriately administered and to effect a
restructuring that will maximize value and assure Blockbuster's
long-term viability.  Specifically, certain of the Sponsoring
Noteholders entered into a letter agreement, dated September 22,
2010, under which each of the Backstop Lenders has offered its
individual commitment to provide a portion of the Revolving DIP
Loan.

The Debtors will grant to each DIP Lender the right to have an
amount of its Senior Secured Notes converted to Roll-Up Notes in
accordance with a certain ratio up to an aggregate maximum amount
of $250 million for all Senior Secured Noteholders.  The Roll-Up
Notes will be given administrative priority claims status and
superpriority priming liens.  The granting of the Roll-Up Notes
was a material part of the negotiation process and a critical
element necessary to obtain the postpetition financing, Mr.
Karotkin explains.

The DIP Lenders will also receive perfected liens and security
interests pursuant to Sections 361, 362, 364(c)(2), 364(c)(3),
and 364(d) of the Bankruptcy Code on the Credit Parties'
existing and after-acquired property and assets.  The liens will
prime the liens currently securing the Senior Secured Obligations,
but will be subject to all other valid and enforceable senior
liens of record, and to the Carve-Out Expenses.

The availability of the DIP Loans addresses the Debtors' working
capital and liquidity needs, will enable the Debtors to maintain a
good business relationship with the motion picture studios,
vendors, suppliers and customers of the Debtors, will allow the
Debtors to make payroll and necessary capital expenditures, and
accordingly should be approved, Mr. Karotkin tells the Court.

                     Salient Terms

Borrower          Blockbuster Inc.

Guarantors        Blockbuster Canada Inc.; Blockbuster Digital
                   Technologies Inc.; Blockbuster Distribution,
                   Inc.; Blockbuster Gift Card, Inc.;
                   Blockbuster Global Services Inc.; Blockbuster
                   International Spain Inc.; Blockbuster
                   Investments LLC; Blockbuster Procurement LP;
                   Blockbuster Video Italy, Inc.; Movielink,
                   LLC; Trading Zone Inc.; and B2 LLC

DIP Lenders       Backstop Lenders and other participating
                   Senior Secured Noteholders

DIP Agent         Wilmington Trust FSB

Closing Date      September 22, 2010

Borrowing Limits  Interim: $45 million
                   Total: $125 million

Roll-Up           Up to $250 million of existing Senior Secured
                   Notes.

Interest Rate     Contract Rate: Either (i) 7.50% plus the
                   Index Rate, payable monthly in arrears, or,
                   at the election of the Borrower, (ii) 8.50%
                   plus the LIBOR rate, subject to a 2.0% LIBOR
                   floor, for interest periods of one, two or
                   three months, payable at the end of the
                   relevant interest period, but in any event at
                   least quarterly.

                   Default Rate: Additional 2.0% per annum

Fees and
Reimbursement
of Expenses        Unused Line Fee: 1% per annum

                   Commitment Fee: 1.5% payable to all DIP
                   Lenders on the date of the entry of the Final
                   Order.

                   Backstop Commitment Fee: 2.0%, payable to
                   Backstop Lenders, payable 50bps upon
                   acceptance of Backstop Commitment Letter and
                   1.5% on the date of entry of the Interim
                   Order.

                   DIP Agent Fees: $75,000 administration fee
                   plus $3,500 acceptance fee, payable on the
                   Closing Date to the DIP Agent.

                   Reimbursement of Fees/Costs: DIP Agent,
                   Senior Indenture Trustee and their counsel
                   and advisors.

According to Mr. Karotkin, the proceeds of the Revolving DIP Loan
and the proceeds from the DIP Collateral will be used solely to:

  (1) finance the Debtors' operation and make certain payments,
      including payments to critical vendors and ordinary course
      payments,

  (2) pay the fees and expenses of professionals retained by the
      Debtors and any statutory committees appointed in the
      Chapter 11 cases,

  (3) pay amounts owing to the DIP Lenders under the DIP Loan
      Documents, including loan fees and costs of designated
      professionals,

  (4) pay amounts owing to the Roll-Up Noteholders under the DIP
      Orders, and

  (5) finance the payment of the Adequate Protection
      Obligations.

Use of the DIP Loan will terminate on the earliest to occur of:

    (i) the date 30 days after entry of the Interim Order if a
        Final Order has not been entered that is acceptable to
        the Requisite DIP Lenders;

   (ii) April 30, 2011;

  (iii) the date of any acceleration of the DIP Loans in
        accordance with the terms of the DIP Loan Documents;

   (iv) the date of any occurrence of an Event of Default under
        the DIP Loan Documents, including, without limitation,
        the provisions relating to the Chapter 11 Cases in
        Section 8.1(k) of the DIP Credit Agreement, unless the
        Event of Default is waived within three Business Days
        from the date of the occurrence in a manner consistent
        with the terms of the DIP Credit Agreement;

    (v) the breach of any obligations under the DIP Orders;

   (vi) the first Business Day on which the Interim Order
        expires by its terms or is terminated as to any Debtor,
        unless the Final Order has been entered and is in
        effect;

  (vii) the date upon which any provision of the DIP Orders
        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;

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

   (ix) the occurrence of a "Termination Event" as defined in
        the Plan Support Agreement.

Under the DIP Credit Agreement, events of default are defined as:

  * Failure to (i) make payments of principal, interest or fees
    and (ii) reimburse expenses within 5 business days;

  * noncompliance with covenants (certain breaches have five
    or 15 business day grace periods);

  * breaches of representations and warranties;

  * payment default in respect of indebtedness in excess of
    $250,000 or any other breach that results in the
    acceleration of obligations in excess of $250,000;

  * seizure or levy upon assets in excess of $100,000 of fair
    market value (with a 30 day grace period);

  * failure to satisfy or stay execution of judgments in excess
    of $250,000 (with a 30 day grace period);

  * impairment of Loan Documents or security;

  * Change of Control;

  * dismissal of the Chapter 11 Case or conversion to a
    Chapter 7 case;

  * appointment of a Chapter 11 trustee;

  * filing of, and entry of a confirmation order with respect to
    a reorganization plan not consented by the Requisite
    Lenders;

  * failure to meet Specified Milestones, which include
    (1) entry of the Final Order within 30 days after the
    Petition Date, (2) the entry of critical vendor orders with
    respect to certain studios will have occurred containing
    terms approved by the Requisite Lenders within 35 days after
    the Petition Date, (3) the filing of a Conforming Plan
    of reorganization within 60 days after the Petition Date,
    (4) the Court will have approved the disclosure statement by
    January 15, 2011, (5) the Court will have confirmed the
    Conforming Plan by March 15, 2011, with a scheduled
    effective date for the Conforming Plan of no later than 30
    days after the confirmation date;

  * failure of the Conforming Plan to become effective within
    30 days after the confirmation;

  * additional events and certain occurrences in the Chapter
    11 Cases (including, without limitation, the entry of
    certain types of motions, failure to maintain a Chief
    Restructuring Officer for five days);

  * failure to provide an updated Business Plan that is
    acceptable to the Requisite Lenders by November 30,
    2010;

  * non-approval by the Requisite Lenders of the Proposed
    Budget; and

  * default or breach that would permit to terminate, or
    resulted in termination of, certain material contracts.

A full-text copy of the DIP Credit agreement may be accessed for
free at http://bankrupt.com/misc/BBI_DIP_09242010.pdf

                         *     *     *

At a hearing held September 24, 2010, Judge Burton R. Lifland
issued a bridge order authorizing the Debtors to make initial
borrowings under the DIP Credit Agreement up to a maximum
principal amount of $20,000,000 of the Revolving DIP Loan.

The Court further authorized the Debtors to pay the non-refundable
fees pursuant to the DIP Credit Agreement (1) upon entry of the
Bridge Order, a portion of the backstop commitment fee equal to
1.5% multiplied by $20,000,000, which fee to be paid ratably to
the Backstop Lenders based on their commitments under the Backstop
Commitment Letter in consideration for their commitment to
backstop the Revolving DIP Loan if not adequately subscribed by
the Senior Secured Noteholders; (2) upon entry of the Interim
Order, a 1.5% backstop commitment fee on the entire commitment
under the DIP Credit Agreement paid ratably to the Backstop
Lenders, based on their commitments under the Backstop Commitment
Letter in consideration for their commitment to backstop the
Revolving DIP Loan if not adequately subscribed by the Senior
Secured Noteholders, and (3) upon entry of the Final Order, a 1.5%
commitment fee on the entire commitment under the DIP Credit
Agreement paid ratably to the DIP Lenders based on their
commitments.

For the avoidance of doubt, says the Court, the relief granted in
the Bridge Order will only apply with respect to the Initial Draw,
which will not be greater than $20,000,000, and also reflect the
compromises and agreements stated on the record at the Interim
Hearing.  The entry of the Bridge Order will not be deemed to be
the "Interim Order," Judge Lifland added.

The Court will continue the interim hearing on the DIP request
today at 10:00 a.m., prevailing Eastern time.

                       About Blockbuster Inc.

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

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

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

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

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

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

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


BLOCKBUSTER INC: Proposes to Honor Service Charge Obligations
-------------------------------------------------------------
In connection with the operation of its cash management system,
Blockbuster Inc. incurs periodic service charges and other fees to
its banks for the maintenance of the Cash Management System.  The
Service Charges average approximately $375,000 per month.  As of
the Petition Date, Blockbuster estimates that it owes
approximately $375,000 in prepetition Service Charges, which will
be due during the initial 21 days of the Chapter 11 cases.

Stephen Karotkin, Esq., at Weil, Gotshal & Manges LLP, in New
York, contends that payment of the prepetition Services Charges is
in the best interests of Blockbuster and all parties-in-interest
as it will prevent any disruption to the Cash Management System.
He adds that because the Banks likely have setoff rights with
respect to the Service Charges, payment of any prepetition Service
Charges should not alter the rights of unsecured creditors in the
cases.

Accordingly, the Debtors seek authority pursuant to Sections
105(a) and 363(b) of the Bankruptcy Code to pay, at Blockbuster's
sole discretion, the prepetition Service Charges, if any.

The Court authorized the Debtors, on an interim basis, to pay
undisputed prepetition amounts outstanding, if any, owed to the
Banks as Service Charges for the maintenance of the Cash
Management System.


BLOCKBUSTER INC: Shares Projections, Sees $460MM Profit in FY 2011
------------------------------------------------------------------
In connection with the negotiation of the pre-arranged
recapitalization plan of Blockbuster Inc. announced September 23,
2010, certain holders of its 11.75% senior secured notes conducted
a due diligence review of the Company and, as part of this due
diligence review, received certain financial projections for the
Company.

Rod McDonald, vice president, secretary and general counsel of
Blockbuster Inc., disclosed that pursuant to confidentiality
agreements entered into with the Restricted Noteholders, the
Company agreed to disclose a summary of any material non-public
information previously disclosed to the Restricted Noteholders.
As a result, the Company has included a summary of the projections
that the Company provided to the Restricted Noteholders, solely to
comply with the Company's obligations to the Restricted
Noteholders under the confidentiality agreements.

                  CONSOLIDATED INCOME STATEMENT

             ($ in millions, except subscriber data)

                                 Fiscal Year Ending January 3
                         2010    2011     2012    2013    2014
                         ----    ----     ----    ----    ----
Net Income to Common   ($157.0) $460.7    $27.2   $50.3   $82.3


                        US BALANCE SHEET

                               Fiscal Year Ending January 3
                         2010    2011     2012    2013    2014
                         ----    ----     ----    ----    ----
Total Assets           1,700.3 1,626.3  1,583.4 1,563.7 1,586.3

Total Debt               951.7   531.4    452.8   374.2   295.9

Total Liabilities
& Equity              1,700.3 1,626.3  1,583.4 1,563.7 1,586.3


                     US CASH FLOW STATEMENT

                               Fiscal Year Ending January 3
                          2010    2011     2012    2013    2014
                          ----    ----     ----    ----    ----
Cash at Beginning        126.1    83.9    112.4   124.9   122.4
Cash at End               83.9   112.4    124.9   122.4   139.8

A full-text copy of the financial projections is available for
free at:

http://sec.gov/Archives/edgar/data/1085734/000119312510215624/dex9
91.htm

Mr. McDonald notes that the Projections are subject to numerous
assumptions, risks and limitations.  The Projections are now out
of date, do not reflect the Company's current plan or capital
structure under consideration, and are subject to substantial
revision, he says.  In addition, the Projections are not a
guaranty of future performance, and actual results may differ from
the Projections and the differences may be material.  The
Company's internal financial forecasts (upon which the Projections
were based in part) are, in general, prepared solely for internal
use, including for budgeting and other management decisions, and
are susceptible to interpretations and periodic revisions based on
actual experience and business developments, he adds.

The Projections do not purport to present the Company's financial
condition in accordance with accounting principles generally
accepted in the United States, says the report.

                 Confidential Treatment of Exhibits

Blockbuster, Inc. submitted with the Securities and Exchange
Commission on September 23, 2010, an application under Rule 24b-2
requesting confidential treatment of information it excluded from
the Exhibits to a Form 8-K filed on April 7, 2010, as amended.

Based on representations by Blockbuster that the 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 these specified time periods:

           Exhibit 10.1 -- through December 31, 2010
           Exhibit 10.3 -- through December 31, 2010

                       About Blockbuster Inc.

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

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

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

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

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

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

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


BLUE ACQUISITION: Moody's Assigns 'Ba3' Rating on $150 Mil. Notes
-----------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to Blue
Acquisition Sub, Inc.'s proposed $150 million guaranteed senior
secured revolving credit facility and $1.75 billion guaranteed
senior secured term loan B.  In addition, Moody's also assigned
Blue Acquisition a B2 Corporate Family Rating and Probability of
Default Rating.  The outlook is stable

                        Ratings Rationale

Proceeds from the proposed bank facilities along with
approximately $1.56 billion in common equity contributed by an
affiliate of 3G Capital and $900 million from a senior unsecured
bridge loan (unrated)will be used to fund the acquisition of
Burger King Holdings, Inc.  Upon consummation of the acquisition,
Blue Acquisition will be merged with and into BKH, with BKH being
the surviving entity, and Burger King Corporation assuming the
obligations of Blue Acquisition.  Upon the successful consummation
of the tansaction, Moody's will change the name of Blue
Acquisition to Burger King Corporation.

Moody's ratings are subject to receipt and review of final
documentation.

"The B2 Corporate Family Rating reflects the company's very weak
debt protection metrics pro forma for the acquisition and Moody's
expectation that historically high unemployment and high levels of
promotional activities by competitors will continue to pressure
operating performance" stated Bill Fahy, Moody's Senior Analyst.
"However, the ratings also reflect Burger King's strong brand
recognition, meaningful scale, diversified day part which boosts
returns on invested capital, and good liquidity" stated Fahy.

The stable outlook reflects Moody's view that Blue Acquisition's
debt protection measures will improve over the next twelve months
despite persistently weak consumer spending as the company focuses
on debt reduction above and beyond required amortization.  The
stable outlook also reflects Moody's expectation that the company
will reduce leverage to under 6.5 times over the next twelve to
eighteen months and that it will maintain good liquidity.

New ratings assigned:

* Corporate Family Rating at B2

* Probability of Default Rating at B2

* $150 million guaranteed senior secured revolving credit facility
  expiring 2015 at Ba3 (LGD 2, 28%)

* $1.75 billion guaranteed senior secured term loan B due 2016 at
  Ba3 (LGD 2, 28%)

The ratings outlook is stable

All existing ratings for Burger King (including its Ba2 Corporate
Family and Probability of Default ratings) remain on review for
possible downgrade, and will be withdrawn when the proposed
acquisition by Blue Acquisition Sub, Inc. is consummated.

Factors that could result in an upgrade include a sustained
strengthening of debt protection measures with debt to EBITDA of
under 5.0 times and EBITA coverage of interest of at least 2.0
times.  A higher rating would also require good liquidity.

However, a downgrade could occur in the event the company is
unable to strengthen debt protection metrics from current levels
while maintaining good liquidity.  Specifically, a downgrade could
occur if Burger King is unable to reduce debt to EBITDA over the
next twelve to eighteen months to below 6.5 times or if EBITA to
interest approached 1.1 time.  A deterioration in liquidity could
also result in a downgrade.

This is an initial rating for Blue Acquisition

Burger King Corporation, with headquarters in Miami, Florida,
operates 1,387 and franchises 10,787 Burger King hamburger quick
service restaurants.  Annual revenues are about $2.5 billion.


BNA SUBSIDIARIES: Files for Chapter 11; Has $1.5MM in Financing
---------------------------------------------------------------
BNA Subsidiaries LLC, a publisher of materials for government
professionals, filed for Chapter 11 protection from creditors
(Bankr. D. Del. Case No. 10-13087) on Sept. 23, 2010.  BNA
Subsidiaries is seeking court approval of $1.5 million in debtor-
in-possession financing. A hearing is set for Sept. 29 on the
financing motion as well as other first-day relief, including
permission to pay wages and benefits.

Peterborough, New Hampshire-based BNA estimated assets against
liabilities in the range of $1 million to $10 million in its
Chapter 11 petition.  The Bureau of National Affairs, with a claim
of $2 million, is the largest of the unsecured creditors and owns
all of the equity.

BNA Subsidiaries is also known as Kennedy Consulting Research,
Washington G-2 Report, and IOMA.
netDockets reports that BNA Subsidiaries is a wholly-owned
subsidiary of The Bureau of National Affairs, Inc., which was not
included in the chapter 11 filing.

According to netDockets, citing court filings, BNA Subsidiaries
generated a 2009 net operating loss of $1.8 million on revenue of
$23.2 million.  The report relates that despite operational
restructurings including workforce reductions and divestitures,
the debtor "continues to experience financial losses and continues
to incur expenses that are beyond its ability to self fund and
that negatively affect its financial performance."

The report notes that the company states that BNA (the parent
company) had historically funded its operating losses but recently
advised the subsidiary that it "would no longer provide unsecured
funding and/or equity infusions in light of, among other things,
market weakness for the Debtor's products and product lines."
The report relates that the company's financial difficulties are
further exacerbated by at least two material lawsuits that are
pending:

  -- the company is facing a class action lawsuit asserting $15
     million in claims arising from alleged violations of the
     Telephone Consumer Protection Act;

  -- the company has also been sued by former independent
     contractors asserting damages from "wrongful denial of
     benefits and alleged improper payment of Subsidiaries' share
     of taxes for FICA and Medicare."

The report says that court filings state that BNA Subsidiaries
intends to file a proposed plan of reorganization "within the
first few weeks" of the bankruptcy case and hopes to emerge from
chapter 11 protection in "early 2011."

                            About BNA

Bureau of National Affairs is the largest independent publisher of
information and analysis products for professionals in business
and government.  BNA Subsidiaries, LLC was formed on January 1,
2009 through the merger of Kennedy Information, Inc., which was
acquired by BNA in 2000, and the Institute of Management and
Administration, Inc. (or IOMA), which was acquired in 1997.


BREITBURN ENERGY: S&P Assigns 'B+' Corporate Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' long-term
corporate credit rating to Los Angeles-based BreitBurn Energy
Partners L.P. BreitBurn Finance Corp., a subsidiary of BreitBurn
Energy Partners L.P., will be a co-issuer on the notes.  S&P also
assigned a preliminary 'B+' issue-level and a preliminary '4'
recovery rating to BreitBurn's planned $250 million senior
unsecured note offering due 2020.  The '4' recovery rating
indicates S&P's expectations of average (30% to 50%) recovery
prospects in the event of a payment default.  BreitBurn will use
proceeds from the offering to repay existing debt and for general
corporate purposes.  The outlook is stable.  Approximately
$540 million of pro forma debt is affected by this action.

"The ratings on BreitBurn Energy Partners L.P. reflect the
company's relatively small asset base and production levels, some
geographic concentration [about 68% of its total proved reserves
are in Michigan], and modest organic growth prospects from its
mature asset base," said Standard & Poor's credit analyst Patrick
Jeffrey.  The ratings also take into account its acquisitive
strategy as a master limited partnership that focuses on
maintaining its dividend, and its relatively high cost structure
compared with other exploration and production companies.  These
risks are mitigated somewhat by a solid hedge book over the next
few years that should help offset natural gas and oil price
volatility, a large concentration of proved developed reserves in
its asset base, long-lived reserves, some diversity between oil
and gas, and enhanced liquidity as a result of the note offering.

The stable outlook reflects S&P's expectations that the company
will keep total debt to EBITDA below 3x and maintain operating
stability and adequate liquidity as a result of its mature asset
base and solid hedge book.  S&P would consider a downgrade if
total debt to EBITDA approaches 3.5x, which S&P thinks could occur
if the company's EBITDA were to decline to about 30% while its
debt remained at current levels.  S&P views the potential for a
higher rating as limited over the near term because of the
company's challenging operating environment and modest growth
prospects.


BRICKMAN GROUP: S&P Assigns 'B' Corporate Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned a 'B'
corporate credit rating to Gaithersburg, Md.-based Brickman Group
Holdings Inc.  The outlook is stable.

At the same time, S&P assigned a 'B+' issue rating to the
company's proposed $50 revolving credit facility due 2015 and a
$500 million term loan due 2016.  The recovery rating for the
senior secured credit facility is a '2', indicating S&P's
expectation of substantial (70% to 90%) recovery in the event of a
payment default.  S&P also assigned a 'CCC+' issue rating to the
proposed $300 million senior unsecured notes due 2018.  The
recovery rating for the notes is a '6', indicating S&P's
expectation of negligible (0% to 10%) recovery in the event of a
payment default.  The notes will be issued under rule 144a without
registration rights.  Net proceeds of the term loan and unsecured
notes and approximately $40 million of balance sheet cash, will
finance a dividend payment to owners of approximately $234 million
and refinance existing debt.

"The ratings on Brickman reflect what S&P considers to be a highly
leveraged financial profile and weak business profile," said
Standard & Poor's credit analyst Susan H. Ding.  "S&P views the
company's financial policy as aggressive due to the debt financed
dividend and highly leveraged capital structure." S&P's business
risk assessment incorporates the company's narrow business focus,
vulnerability to changes in weather and the economy, and the
sector's low barrier to entry, in S&P's view.  The company
benefits from good position within the highly fragmented
commercial landscape maintenance service market.

Brickman's overall financial profile is highly leveraged, as debt
levels have remained high and will increase substantially with the
proposed transaction.  S&P estimates that average total debt to
EBITDA at close will be above 6.0x (although during seasonal peaks
average leverage may be close to 7.0x), funds from operations to
average debt will be about 12%, and EBITDA interest coverage will
be thin at about 2x.  S&P expects credit measures to remain close
to current levels in the near term.

Brickman provides commercial landscape maintenance and design, and
snow removal services.  The company has a narrow product focus,
making it vulnerable to changes in the economy and weather.
Brickman is one of only a few national providers, and focuses
solely on the U.S. market.  This market is highly fragmented as
barriers to entry are low in S&P's view, with more than 50,000
local and regional competitors and highly priced competitors.  The
sector is vulnerable to economic cycles as customers purchase add-
on less services during weak economic times.  In addition, changes
in the weather can affect the company's snow removal business.
The company's broad geographic presence and maintenance contracts
with diverse customers somewhat limit the risk from changes in a
single market.

The outlook is stable.  Despite participation in a highly
fragmented and competitive environment, S&P expects Brickman 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 its snow removal business
suffers due to a mild winter or if its core business deteriorates
due to the weak economy resulting in declining EBITDA and the
covenant cushion narrowing to close to 10%.  On the other hand,
S&P would consider an upgrade if average leverage is reduced to 5x
or below, although S&P believes this is unlikely in the near term.
Assuming a constant debt balance, S&P estimates EBITDA would need
to increase about 20% for this to occur.


BROADVIEW NETWORKS: Moody's Affirms 'B3' Corporate Family Rating
----------------------------------------------------------------
Moody's Investors Service affirmed the B3 corporate family and
probability of default ratings for Broadview Networks Holdings,
Inc., and the B3 rating on its senior secured bonds.  The ratings
outlook remains negative.

Broadview demonstrated some improvement in operations in 2009
compared to the prior year with EBITDA growth and modestly
positive free cash flow despite revenue declines, but the August
2011 maturity of the revolver (approximately $17 million
outstanding as of June 30, 2010) and the September 2012 maturity
of its $300 million of bonds pose refinancing risk, particularly
given the company's weak capital structure.  Furthermore, Moody's
forecasts continued weak revenue trends and minimal free cash flow
for Broadview in 2010 and 2011.

A summary of the actions follows.

  -- Affirmed B3 Corporate Family Rating
  -- Affirmed B3 Probability of Default Rating
  -- Senior Secured Bonds, Affirmed B3, LGD4, 53%
  -- Outlook, Negative

Broadview's weak capital structure creates challenge for managing
operations in an intensely competitive environment, compounded by
both tough economic conditions for its core small business
customers and refinancing risk as maturities approach.  The B3
corporate family rating incorporates these risks, along with the
company's lack of scale and below peers EBITDA margins.  Moody's
expectations for flat to slightly improving EBITDA and minimal
free cash flow afford the company with no meaningful capacity to
reduce leverage prior to the need to access markets.  Broadview's
leverage remained around 8 times debt-to-EBITDA (including Moody's
hybrid adjustment, 4.4 times excluding it) in 2008, 2009 and the
first half 2010 as accretion on its preferred stock has offset
modest EBITDA growth in 2009 compared to the prior year, and the
company's free cash flow was about breakeven for the trailing
twelve months through June 30, 2010.  Evidence of margin
improvement, which Moody's anticipates will continue based on both
further improvements in the cost structure and a shift toward a
more profitable mix of business, support the rating.

The negative outlook incorporates Moody's concerns that
Broadview's weak capital structure and the competitive environment
will make refinancing challenging.

Inability to address maturities in a timely manner, including an
extension or refinancing of the revolver (which matures August
2011) by the end of the first quarter of 2011, would likely result
in a downgrade.  Also, if Broadview's liquidity deteriorates
further, Moody's would consider a downgrade.  Expectations for
EBITDA to decline or for negative free cash flow could also
warrant a downgrade.

Moody's is unlikely to revise the outlook to stable prior to an
extension of maturities.  A stable outlook would also require
expectations for improving positive free cash flow and stable to
growing EBITDA.  An upgrade is highly unlikely absent debt
reduction or an equity funded acquisition that improved the
company's scale and reduced its leverage.

Moody's most recent action on Broadview occurred on May 26, 2009.
At that time Moody's revised the ratings outlook to negative from
stable.

A competitive local exchange carrier headquartered in Rye Brook,
NY, Broadview Network Holdings, Inc., serves approximately 50,000
business customers in 20 markets across 10 states throughout the
Northeast and Mid-Atlantic United States.


BURGER KING: S&P Keeps BB- Corp. Credit Rating on CreditWatch Neg.
------------------------------------------------------------------
Standard & Poor's Ratings Services said that its 'BB-' corporate
credit rating on Miami-based Burger King Corp., a subsidiary of
Burger King Holdings Inc., will remain on CreditWatch with
negative implications.  S&P placed the rating on CreditWatch on
Sept. 2, 2010, after an affiliate of 3G Capital Inc. announced
that it had entered a definitive agreement to purchase the company
for $24.00 per share.

"If the proposed acquisition by 3G is completed," said Standard &
Poor's credit analyst Charles Pinson-Rose, "S&P expects to lower
the corporate credit rating on Burger King by two notches to 'B'
with a stable outlook." The stable outlook would reflect S&P's
expectation that credit metrics will remain appropriate for the
rating category in the near term.  The company may improve credit
ratios over time with debt reduction from free cash flow
generation and profit growth, but S&P expects it to remain highly
leveraged.

At the same time, S&P assigned a 'BB-' issue-level rating and '1'
recovery rating to the company's $1.9 billion senior secured
credit facility consisting of a $1.75 billion term loan and a
$150 million revolving credit facility.  The '1' recovery rating
indicates S&P's expectation of very high (90%-100%) recovery of
principal in the event of default.  The issue-level rating is two
notches above the expected corporate credit rating upon successful
completion of the acquisition of the company by 3G.

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


CAMTECH PRECISION: Has Until November 7 to Propose Chapter 11 Plan
------------------------------------------------------------------
The Hon. Paul G. Hyman, of the U.S. Bankruptcy Court for the
Southern District of Florida extended Camtech Precision
Manufacturing, Inc., et al.'s exclusive period to propose a plan
of reorganization until November 7, 2010.

If the Debtors file a plan by the deadline, they will have the
exclusive right to obtain acceptances of the plan 60 days from the
plan filing deadline.

Jupiter, Florida-based Camtech Precision Manufacturing, Inc.,
filed for Chapter 11 bankruptcy protection on May 10, 2010 (Bankr.
S.D. Fla. Case No. 10-22760).  Craig I Kelley, Esq., who has an
office in West Palm Beach, Florida, assists the Company in its
restructuring effort.  According to the schedules, the Company
says that assets total $10,977,673 while debts total $14,625,066.

The Company's affiliate, R&J National Enterprises, Inc., filed a
separate Chapter 11 petition.


CANO PETROLEUM: Continues to Work on Transaction Structures
-----------------------------------------------------------
Cano Petroleum, Inc., disclosed that at September 15, 2010, it was
in discussions with parties regarding potential transaction
structures and did not deliver a letter of intent pursuant to its
Forbearance Agreements.  Cano said it continues to work with
potential parties and its lenders on transaction structures.

On July 20, 2010, Cano terminated its merger with Resaca. On July
26, 2010, it engaged Canaccord Genuity and Global Hunter
Securities to assist its board of directors in a review of
strategic alternatives, with the goal of maximizing shareholder
value.  The strategic alternatives the Company is considering
include the sale of the Company, the sale of some or all of its
existing oil and gas properties and assets, or potential business
combinations.  On August 6, 2010, Cano finalized Consent and
Forbearance Agreements with the lenders under its credit
agreements that waived potential covenant compliance issues for
the periods ending June 30, 2010 and September 30, 2010, set
certain deadlines for the execution of its strategic alternatives
review and allowed it to sell certain natural gas commodity
derivative contracts for cash proceeds of $800,000.

As reported by the Troubled Company Reporter on August 12, 2010,
Cano executed:

     -- a Consent and Forbearance Agreement with Natixis and Union
        Bank, N.A., formerly known as Union Bank of California,
        N.A., relating to existing defaults under the Amended and
        Restated Credit Agreement dated December 17, 2008 among
        Cano, Natixis and Union Bank, and

     -- a Consent and Forbearance Agreement, with UnionBanCal
        Equities, Inc., relating to existing defaults under the
        Subordinated Credit Agreement dated December 17, 2008
        between Cano and UnionBanCal.

Pursuant to the Forbearance Agreements, Natixis, Union Bank and
UnionBanCal agreed to forbear from exercising certain rights and
remedies under the Credit Agreements arising as a result of these
defaults:

     -- Cano's failure to pay the amendment fees required by
        Amendment No. 2 to each of the Credit Agreements;

     -- Cano's failure to provide an Internal Engineering Report
        and accompanying officer's certificate on or before
        March 30, 2010, as required by the Credit Agreements;

     -- Cano's potentially prohibited cash payments with respect
        to its shares of Series D Convertible Preferred Stock on
        June 29, 2010 and June 30, 2010; and

     -- Cano's failure to comply with certain financial covenants
        contained in the Credit Agreements for the quarter ended
        June 30, 2010, and potential failure to comply with such
        covenants for the quarter ended September 30, 2010.

The Forbearance Agreements also contain these material terms:

     -- Natixis, Union Bank and UnionBanCal consent to Cano's
        termination of certain natural gas hedge contracts.

     -- Cano may not make any indirect or direct cash payment,
        cash dividend or cash distribution in respect of its
        shares of Series D Convertible Preferred Stock.

     -- Natixis, Union Bank and UnionBanCal agree to forbear from
        exercising certain rights and remedies under the Credit
        Agreements arising as a result of Cano's potential failure
        to pay interest upon receipt of a default notice on the
        unpaid principal amount of each advance under the
        Subordinated Credit Agreement on September 30, 2010.

     -- Cano must establish, on or before August 10, 2010, an
        electronic data room with information available to persons
        that may be interested in consummating an asset purchase,
        merger, combination, refinancing, recapitalization or
        other similar transaction with Cano -- each, a
        "Prospective Transaction".

     -- Cano must execute, on or before September 15, 2010, a
        letter of intent evidencing the parties intent to
        consummate a Prospective Transaction that will close on or
        before October 29, 2010 -- "Definitive Transaction".

     -- Cano must execute definitive documentation providing for
        the Definitive Transaction on or before September 30,
        2010.

     -- Cano must close the Definitive Transaction on or before
        October 29, 2010.

     -- Cano must deliver to Union Bank and UnionBanCal a weekly
        written report of the parties visiting the electronic data
        room and a summary of progress and correspondence with
        respect to any Prospective Transaction.

     -- Cano must pay a forbearance fee in an amount equal to 1%
        of the aggregate principal amount of the advances
        outstanding under the Credit Agreements as of August 5,
        2010 and the amendment fees required by Amendment No. 2 to
        each of the Credit Agreements upon receipt of proceeds
        from a Definitive Transaction.

     -- The aggregate commitments of Natixis and Union Bank to
        lend to Cano pursuant to the Amended and Restated Credit
        Agreement are permanently reduced to $51.45 million.

     -- Union Bank and UnionBanCal shall not redetermine Cano's
        borrowing bases under the Credit Agreements at any time
        prior to the termination of the Forbearance Agreements.

The Forbearance Agreements will terminate on the earlier of
October 29, 2010, the date of Cano's failure to comply with any of
the terms described, and the date of the occurrence or existence
of any default under either Credit Agreement, other than the
Designated Defaults.

Union Bank has, through its counsel, retained a financial advisor,
Opportune LLP.

Based in Forth Worth, Texas, Cano Petroleum, Inc., is an
independent oil and natural gas company.  Cano's assets are
located onshore in the United States in Texas, New Mexico and
Oklahoma.


CALVARY'S FAMILY: Renegotiates Mortgage Payments with Goldstar
--------------------------------------------------------------
Meredith Mandell, staff writer for The Record in Hackensack, New
Jersey, reports that Rev. Albert Rowe, pastor at Calvary's Family
Life Center in Paterson, said that with rental income from new
tenants, along with renegotiating a $3.3 million mortgage with the
church's lender, Goldstar Trust Co., the church is now financially
sound.

A Plus Adult Medical Day Care, LLC, an adult medical daycare
center, is renting the first-floor of Calvary's three-story
building for an undisclosed sum.

Ms. Mandell notes that just 18 months ago and in default on the
$3.3 million mortgage, the church fell into foreclosure
proceedings after falling prey to a mortgage lending scan.  Rev.
Rowe said the church, while still negotiating with Goldstar, has a
forbearance agreement under which the monthly mortgage payments
dropped from $30,000 to $20,000.


CANA PETROLEUM: May File for Chapter 11 If Debt Isn't Restructured
------------------------------------------------------------------
Cana Petroleum, Inc., filed on September 22, 2010, its annual
report on Form 10-K for the fiscal year ended June 30, 2010.

Hein & Associates LLP, in Dallas, expressed substantial doubt
about the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has suffered recurring
losses from operations and has a net capital deficiency.

The Company discloses that if it is unable to successfully execute
one of its strategic alternatives, restructure its existing
indebtedness, obtain further waivers or forbearance from its
existing lenders or otherwise raise significant additional
capital, it is unlikely that it will be able to meet its
obligations as they become due and to continue as a going concern.
As a result, the Company will likely file for bankruptcy or seek
similar protection.  Moreover, it is possible that the Company's
creditors may seek to initiate involuntary bankruptcy proceedings
against it or against one or more of its subsidiaries, which would
force it to make a defensive voluntary filing of its own.

The Company reported a net loss of $11.5 million on $22.8 million
of revenue for fiscal 2010, compared with a net loss of $231,000
on $23.4 million of revenue for fiscal 2009.

At June 30, 2010, the Company had cash and cash equivalents of
$300,000 and negative working capital of $66.9 million, which
includes $66.5 million of long-term debt that was shown as a
current liability.  For the year ended June 30, 2010, the Company
had cash flow used in operations of $211,000, which included
$1.9 million of merger-related cash expenses.

The Company currently has no available borrowing capacity under
its senior or subordinated credit agreements.  The Company was not
in compliance with the interest coverage ratio and leverage ratio
at June 30, 2010.  On August 6, 2010, the Company finalized
Consent and Forbearance Agreements with the lenders under its
credit agreements that waived potential covenant compliance issues
for the periods ending June 30, 2010, and September 30, 2010, set
certain deadlines for the execution of its strategic alternatives
review and allowed it to sell certain natural gas commodity
derivative contracts for cash proceeds of $800,000, which was
intended to provide Cano sufficient liquidity to complete its
strategic alternatives review.

On July 20, 2010, the Company terminated its announced merger with
Resaca Exploitation, Inc., that had been initiated pursuant to an
Agreement and Plan of Merger dated September 29, 2009.  On
July 26, 2010, the Company announced the engagement of Canaccord
Genuity and Global Hunter Securities to assist its Board in a
review of strategic alternatives, with a goal of maximizing
economic value for its shareholders.  The strategic alternatives
the Company is considering include the sale of the Company, the
sale of some or all of its existing oil and gas properties and
assets, and potential business combinations.

The Company's balance sheet as of June 30, 2010, showed
$259.4 million in total assets, $96.8 million in total
liabilities, $26.5 million in temporary equity, and stockholders'
equity of $136.1 million.

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

               http://researcharchives.com/t/s?6ba7

                       About Cano Petroleum

Fort Worth, Tex.-based Cano Petroleum, Inc. (NYSE Amex: CFW)
-- http://www.canopetro.com/-- is an independent oil and natural
gas company.  The Company's assets are located onshore U.S. in
Texas, New Mexico and Oklahoma.


CARBON BEACH: Plan Confirmation Hearing Scheduled for October 1
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
will convene a hearing on October 1, 2010, at 10:00 a.m., to
consider the confirmation of Carbon Beach Partners, LLC's proposed
Plan of Reorganization.

As reported in the Troubled Company Reporter on April 5, the Plan
provides for the completion of its primary asset's construction,
liquidation of the asset and distribution of the proceeds to
creditors in their order of priority.  Payments under the Plan
will be made from the Reorganized Debtor's cash on hand from post-
bankruptcy financing and from cash to be generated by the sale of
the condominiums.

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

                 About Carbon Beach Partners, LLC

Calabasas, California-based Carbon Beach Partners, LLC, filed for
Chapter 11 on November 3, 2009 (Bankr. C.D. Calif. Case No. 09-
24657).  Anne Wells, Esq., represents the Debtor in its
restructuring effort.  In its petition, the Debtor estimated its
assets and debts at $10 million to $50 million.


CHARMING SHOPPES: S&P Gives Stable Outlook, Affirms 'B-' Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
Bensalem, Pa.-based specialty apparel retailer Charming Shoppes
Inc. to stable from positive.  At the same time, S&P affirmed the
'B-' corporate credit rating on the company.

"The rating action on Charming Shoppes reflects the company's
decelerating operating performance,' said Standard & Poor's credit
analyst David Kuntz, "and S&P's expectation that sales will remain
pressured for the second half of 2010 as the company continues to
close stores and refocuses its product assortments."  It also
reflects S&P's expectation that even though the company may
continue to repay debt, it will not meaningfully enhance credit
metrics, given weaker EBITDA results.

The speculative-grade ratings on Charming Shoppes reflect the
company's "highly leveraged" financial profile and its
"vulnerable" business risk profile, which are based on its
participation in the very competitive and volatile specialty
apparel industry.  The company has a good position in the large,
fast-growing women's specialty apparel segment, but increased
competition has emerged in recent years as mass merchandisers and
traditional department stores have increased their assortments of
plus-sized apparel.

"While the company's 2009 cash-flow protection measures
significantly improved from the prior year due to better margins
and debt reduction," added Mr. Kuntz, "the second quarter of 2010
has significantly challenged this trend."  S&P's revised outlook
incorporates the likelihood that performance will stagnate as
pressure to build the company's customer base hinders
profitability.


CHATSWORTH INDUSTRIAL: Wants to Complete Construction of Property
-----------------------------------------------------------------
Chatsworth Industrial Park, LP, asks the U.S. Bankruptcy Court for
the Central District of California to incur up to $3,500,000
postpetition financing to complete construction of its primary
asset.

The Debtor owns an 8 unit luxury condominium located in Malibu,
California which is approximately 95% completed because Builders
Bank and the Debtor were unable to come to terms on a
restructuring of the bank debt.

The Debtor needs the money to fund the completion of the property
so all the creditors could be paid.

The Debtor's proposed Plan provides that a new lender will advance
funds to complete construction of the property and will be sold
over an 18 month period.  The net proceeds of sale will be used to
pay of this new lender and then will be disbursed to the creditors
who are determined by the Court to be next in the absolute order
of priority.

The terms of the loan include:

     Amount:                      up to $3,500,000
     Maturity Date:               18 months
     Late Fee Interest            3%
     Default Interest             5%

As adequate protection for any diminution in value of the lenders'
collateral, the Debtors will grant the new lender a lien on the
property of the estate, senior to all existing prepetition liens.

The Debtor proposes a hearing on October 1, 2010, at 10:00 a.m.,
to consider the Debtor's request for financing.

               About Chatsworth Industrial Park, LP

Tarzana, California-based Chatsworth Industrial Park, LP, wns and
operates five adjacent industrial properties in Chatsworth,
California.

The Company filed for Chapter 11 on December 23, 2009 (Bankr. C.D.
Calif. Case No. 09-27368).  Caceres & Shamash, LLP, serves as the
Debtor's bankruptcy counsel.  The Debtor estimated its assets at
$10 million to $50 million and $1 million to $10 million in debts.


CHATSWORTH INDUSTRIAL: Wants Plan Exclusivity Until Dec. 20
-----------------------------------------------------------
Chatsworth Industrial Park, LP, asks the U.S. Bankruptcy Court for
the Central District of California to extend its exclusive period
to file and solicit acceptances for the proposed Plan of
Reorganization until October 19, 2010, and December 20,
respectively.

The Debtor have already filed a proposed Chapter 11 Plan of
Reorganization.  The Debtor will begin soliciting votes on the
Plan following approval of the adequacy of the information in the
explanatory Disclosure Statement.

The Debtor needs more time to work towards a consensual resolution
with Keybank, N.A., and to discuss the general terms of a
consensual plan.

               About Chatsworth Industrial Park, LP

Tarzana, California-based Chatsworth Industrial Park, LP, owns and
operates five adjacent industrial properties in Chatsworth,
California.

The Company filed for Chapter 11 on December 23, 2009 (Bankr. C.D.
Calif. Case No. 09-27368).  Caceres & Shamash, LLP, serves as the
Debtor's bankruptcy counsel.  The Debtor estimated its assets at
$10 million to $50 million and $1 million to $10 million in debts.


CHATSWORTH INDUSTRIAL: Plan Outline Hearing Set for September 30
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
will convene a hearing on September 30, 2010, at 11:00 a.m., to
consider adequacy of a Disclosure Statement explaining Chatsworth
Industrial Park, LP's proposed Plan of Reorganization.

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

According to the Disclosure Statement, the Debtor will accomplish
payments under the Plan by making payments from the future
income of its 5 adjacent industrial properties in Chatsworth,
California.

Under the Plan, the lien securing the claim of CSFB 2003-C4
Nordhoff Limited Partnership/Keybank will remain in place and
unaltered by the Plan.  Payments will be paid per terms of
existing note and deed of trust at non-default contract rate of
interest.

General unsecured creditors will be receive 60 equal monthly
payments in satisfaction of their claims.

Interest holders will retain their interest in the Debtor.

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

               About Chatsworth Industrial Park, LP

Tarzana, California-based Chatsworth Industrial Park, LP, wns and
operates five adjacent industrial properties in Chatsworth,
California.

The Company filed for Chapter 11 on December 23, 2009 (Bankr. C.D.
Calif. Case No. 09-27368).  Caceres & Shamash, LLP, serves as the
Debtor's bankruptcy counsel.  The Debtor estimated its assets at
$10 million to $50 million and $1 million to $10 million in debts.


CLEARFIELD PCH: Case Summary & 12 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Clearfield PCH, L.P.
        210 E. Plank Road
        Altoona, PA 16602

Bankruptcy Case No.: 10-71137

Chapter 11 Petition Date: September 24, 2010

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

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

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

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

A list of the Company's 12 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/pawb10-71137.pdf

The petition was signed by Gregory S. Morris, president of general
partner/limited partner.

Debtor-affiliates that filed separate Chapter 11 petitions:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
200 East Plank Road, L.P.              10-70679   06/09/10
Altoona Pizza One, Inc.                10-70680   06/09/10
Altoona VVB, LP                        10-70678   06/09/10
Gregory S. Morris                      10-70574   05/16/10
Hampton Inn Altoona Pennsylvania       10-70676   06/09/10
MMFRE Limited Partnership              10-70676   06/10/10
Morris Management Harrisburg, LP       10-70687   06/10/10
Morris Management Real Estate, LP      10-70677   06/09/10
Tyrone PCH, LP                         10-70681   06/09/10
Venmor Tipton Partnership              10-70686   06/10/10


CMB III: Files for Bankruptcy Protection in Arizona
---------------------------------------------------
Phoenix, Arizona-based C.M.B. III LLC filed for Chapter 11
protection from creditors (Bankr. D. Ariz. Case No. 10-30496) on
September 23, 2010.

The Debtor estimated its assets and liabilities from $10 million
and $50 million.  It expects there will be funds available for
distribution to unsecured creditors.  C.M.B. III's largest
unsecured creditor is Maricopa County, to which the debtor owes
$395,000 for unpaid taxes.

Richard M. Lorenzen, Esq., at Perkins Coie Brown & Bain PA, in
Phoenix, serves as counsel to the Debtor.


COLEMAN FURLOW: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Joint Debtors: Coleman Warren Furlow
               Kandis Anita Furlow
               72 Dale Road
               Middletown, NJ 07748

Bankruptcy Case No.: 10-39582

Chapter 11 Petition Date: September 24, 2010

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

Judge: Raymond T. Lyons Jr.

Debtor's Counsel: Eugene D. Roth, Esq.
                  LAW OFFICE OF EUGENE D. ROTH
                  Valley Pk. East
                  2520 Hwy 35, Suite 307
                  Manasquan, NJ 08736
                  Tel: (732) 292-9288
                  Fax: (732) 292-9303
                  E-mail: erothesq@gmail.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/njb10-39582.pdf


CONTINENTAL AIRLINES: Sees $4.2-Billion Cash at End of Q3
---------------------------------------------------------
Continental Airlines filed with the Securities and Exchange
Commission an investor update that provides information on the
Company's guidance for the third quarter and full year 2010 on a
standalone basis.

According to Continental, compared to the same period last year,
for the next six weeks, mainline domestic advanced booked seat
factor is down 0.6 points, mainline international advanced booked
seat factor is up 0.8 points, mainline Latin advanced booked seat
factor is down 2.9 points, Transatlantic advanced booked seat
factor is up 0.5 points, Pacific advanced booked seat factor is up
9.3 points, and Regional advanced booked seat factor is up 0.6
points.

The Company anticipates ending the third quarter of 2010 with an
unrestricted cash, cash equivalents and short-term investments
balance of between $4.1 billion and $4.2 billion.

The Company's Cargo, Mail, and Other Revenue for the third quarter
of 2010 is estimated to be about $390 million.

A full-text copy of the Investor Update is available for free
at http://ResearchArchives.com/t/s?6bae

                    About Continental Airlines

Continental Airlines is the world's fifth largest airline.
Continental, together with Continental Express and Continental
Connection, has more than 2,700 daily departures throughout
the Americas, Europe and Asia, serving 132 domestic and 137
international destinations.  Continental is a member of Star
Alliance.  Continental has total assets of $13.60 billion against
total debts of $12.87 billion as of June 30, 2010.

In May 2010, Continental announced an agreement to merge with UAL
Corp.

In August 2010, Moody's Investors Service affirmed its 'B2'
corporate family, with negative outlook, for Continental Airlines.
Moody's said the affirmation, among other things, signifies the
potential for it to maintain the B2 rating if the proposed merger
with UAL (B3 corporate family from Moody's, on review for upgrade)
is completed under terms that enable the combined entity to
achieve the potential revenue and cost synergies that have been
identified.  However, the outlook remains negative because of the
industry's weak track record in successfully executing large
business combinations.

Continental caries a 'B' corporate rating, on watch negative, from
Standard & Poor's.

Shareholders of Continental Airlines Inc. and UAL Corp. approved,
as expected, a merger between the companies.  Standard & Poor's
ratings on both entities (which also include UAL subsidiary United
Air Lines Inc.) remain on CreditWatch -- with negative
implications in the case of Continental, and with positive
implications in the case of UAL.  Also, S&P's ratings on both
airlines' enhanced equipment trust certificates (EETCs) remain on
CreditWatch with developing implications.


CONTINENTAL AIRLINES: S&P Affirms Corporate Credit Rating at 'B'
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it has affirmed its
'B' CCR and most issue ratings on Continental Airlines Inc.
(Continental), based on its view of the credit quality of a
consolidated United Continental Holdings Inc., which will own
Continental and United Air Lines.  S&P is raising or lowering
selected ratings on EETC's.  S&P removed all ratings from
CreditWatch, where S&P placed them May 3, 2010.

"S&P's affirmation of its 'B' CCR on Continental is based on its
evaluation of the consolidated credit quality of UCHI, which
Continental and UAL Corp. will form upon a merger that they hope
to close on Oct. 1, 2010," said Standard & Poor's credit analyst
Philip Baggaley.  "UCHI will own Continental and United, and plans
to merge the two airlines' operations later (targeted for late
2011-early 2012).  Once the merger is fully implemented and
operational changes completed (likely 2013), the combined entity
should benefit from various revenue and cost synergies that the
management of each airline estimates will total $1 billion-
$1.2 billion annually.  There will also be one-time merger
integration costs, which management estimates at $1.2 billion,
spread over three years.  S&P expects that UHCI, helped by much
improved earnings at both Continental and United this year, should
generate fully adjusted EBITDA interest coverage of around 2x and
funds flow to debt in the low-teens percent range over the next
several years.  S&P characterizes Continental's business risk
profile (based on the consolidated credit profile of UCHI) as weak
and its financial profile as highly leveraged."

S&P expects UCHI and its airline subsidiaries will benefit from
merger revenue synergies, mainly on market share shift and
improved traffic mix (more business passengers) generated by the
more-comprehensive route systems and the ability to optimize the
size of aircraft used on each route within a larger fleet and
route systems (allowing the airlines to reduce discounting excess
seat capacity on flights).  Management projects eventual
$800 million-$900 million revenue synergies--about 2.7% of pro
forma combined revenues (trailing 12 months through June 30,
2010).  This compares with an original forecast by Delta Air Lines
Inc.'s management equal to about 2.2% of combined revenues in its
2008 merger with Northwest Airlines Corp.  Delta has since
increased its estimates of eventual revenue synergies several
times; by mid-2009, less than a year after the merger, management
had raised its forecast of eventual revenue synergies to 4.2% of
their premerger combined revenues.  The Delta-Northwest merger was
similar to the planned Continental-UAL combination in terms of
joining complementary route systems to create a much more complete
system.  In its estimates of added revenues, management has
excluded some revenue gains from Continental's switch to the Star
Alliance global airline group.  Accordingly, S&P believes that
UCHI's current revenue synergy estimates are overall plausible.

S&P's outlook, consistent with its ratings, anticipates completion
of the planned merger of UAL and Continental.  S&P does not expect
a rating change for United Continental Holdings Inc. and its two
major operating subsidiaries, Continental and United, over the
next year.  However, if continued strong earnings and achievement
of merger synergies faster than expected allows the consolidated
entity to consistently generate adjusted funds flow to debt in the
15%-20% range, S&P could raise its ratings.  "On the other hand,
if adverse industry conditions (which could be triggered by a
double-dip recession or serious fuel price spike) or much-worse-
than anticipated merger integration problems cause financial
results to deteriorate so that funds flow to debt falls into the
mid-single-digit percent area, S&P could lower ratings," Mr.
Baggaley added.


CORD BLOOD: Purchases Argentina Blood Bank Business
---------------------------------------------------
Cord Blood America entered on Sept. 20, 2010, into a Stock
Purchase Agreement, with the Shareholders of Biocordcell Argentina
S.A., a corporation organized under the laws of Argentina,
providing for the Company's acquisition of a majority of the
outstanding shares of Bio, and concurrently closed the stock
purchase transaction on the same date.

Bio was established in 2004 in Buenos Aires, Argentina.  It is
currently the second largest cord blood bank in Argentina.  In the
spring of 2010, it opened its own laboratory operations at its
Buenos Aires headquarters where it processes and stores
approximately 3,000 cord blood samples.

Bio will continue to be managed by Mr. Diego Rissola, one of the
founders and principal shareholders.  Bio maintains its market
presence through 12 branch offices throughout the Argentina and
management has hopes of expanding its business into other South
American Countries.

Under the Agreement, Cord Blood paid $375,000 in cash at the
closing, and is obligated to pay an additional $150,000 on October
20, 2010, as the fixed portion of the purchase price for the
Shares.

In addition, on October 20, 2010, the Company is obligated under
the Agreement to pay $100,000 as an advance against contingent
"earn-out" compensation in 2010, and an second $100,000 as an
advance against contingent earn-out compensation in 2011, to be
earned by the Shareholders based on Bio's 2010 and 2011 net income
performance.

The Agreement provides that the Shareholders are to be paid
contingent "earn-out" compensation in 2011 based on achieving
certain levels of net income in 2010; and additional contingent
"earn-out" compensation in 2012 based on achieving certain levels
of net income in 2011.

The earn-out provisions are as follows for Bio's 2010 fiscal year,
which ends December 31, 2010:

  * If Bio net profits exceed $186,000 in 2010, the Company has
    agreed to pay an additional earn-out of $700,000 to the
    Shareholders, plus the Shareholders will retain the $100,000
    payment advanced  on October 20, 2010 toward the 2010 earn-
    out, and the Shareholders will be entitled to be paid 20% of
    the amount by which 2010 Bio net income exceeds $186,000.

  * If Bio net profits exceed $139,500 in 2010 but do not reach
    $186,000, the Company has agreed to pay an additional earn-out
    of $700,000 to the Shareholders,  plus the Shareholders will
    retain the $100,000 payment advanced on October 20, 2010
    toward the 2010 earn-out, but will not be entitled to be paid
    a percentage of Bio net income.

  * If Bio net profits exceed $93,000 in 2010 but do not reach
    $139,500, the Company has agreed to pay an additional earn-out
    of $500,000 to the Shareholders, plus the Shareholders will
    retain the $100,000 payment advanced on October 20, 2010
    toward the 2010 earn-out, but will not be entitled to be paid
    a percentage of Bio net income.

  * If Bio net profits do not equal  $93,000 in 2010, no
    additional earn-out will be paid to the shareholders in 2011
    for 2010, and the Shareholders are obligated to return to the
    Company, a sum equal the $100,000 payment advanced on October
    20, 2010, toward the Shareholders' 2010 earn-out, along with
    interest, but less actual  net profits  earned by Bio in 2010.

The earn-out provisions are as follows for Bio's 2011 fiscal year,
which ends on December 31, 2011

  * If Bio net profits exceed $577,000 in 2011, the Company has
    agreed to pay an additional earn-out of $705,000 to the
    Shareholders, plus the Shareholders will retain the $100,000
    payment advanced  on October 20, 2010 toward the 2011 earn-
    out, and the Shareholders will be entitled to be paid 20% of
    the amount by which 2011 Bio net income exceeds $577,000

  * If Bio net profits exceed $432,750 in 2011 but do not reach
    $577,000, the Company has agreed to pay an additional earn-out
    of $705,000 to the Shareholders, plus the Shareholders will
    retain the $100,000 payment advanced  on October 20, 2010
    toward the 2011 earn-out, but will not be entitled to be paid
    a percentage of Bio net income.

  * If Bio net profits exceed $288,500 in 2011 but do not reach
    $432,750, the Company has agreed to pay an additional earn-out
    of $350,000 to the Shareholders, plus the Shareholders will
    retain the $100,000 payment advanced  on October 20, 2010
    toward the 2011 earn-out, but will not be entitled to be paid
    a percentage of Bio net income.

  * If Bio net profits do not equal  $288,500 in 2011, no
    additional earn-out will be paid to the shareholders in 2012
    for 2011, and the Shareholders are obligated to return to the
    Company,  the $100,000 payment advanced on October 20, 2010,
    toward the  Shareholders' 2011 earn-out, along with interest,
    but less actual net profits earned by Bio in 2010.

The Agreement provides that the Shares purchased will be converted
into Class Preferred A shares which in event of liquidation will
have a right to a priority return of capital  equal to the
purchase price paid for the Shares after the payment of all Bio
creditors, and then will share pro rata in any remaining capital
of Bio.  The Shares are pledged by the Company to secure its
performance under the Agreement, and the Company is given a first
right of refusal in the even the Shareholders proposed to sell
their remaining shares.

                    About Cord Blood America

Based in Las Vegas, Nevada, Cord Blood America, Inc., is primarily
a holding company whose subsidiaries include Cord Partners, Inc.,
CorCell Co. Inc., CorCell Ltd.; CBA Professional Services, Inc.
D/B/A BodyCells, Inc.; CBA Properties, Inc.; and Career Channel
Inc, D/B/A Rainmakers International.  Cord specializes in
providing private cord blood stem cell preservation services to
families.  BodyCells is a developmental stage company and intends
to be in the business of collecting, processing and preserving
peripheral blood and adipose tissue stem cells allowing
individuals to privately preserve their stem cells for potential
future use in stem cell therapy.  Properties was formed to hold
the corporate trademarks and other intellectual property of CBAI.
Rain specializes in creating direct response television and radio
advertising campaigns, including media placement and commercial
production.

The Company's balance sheet at March 31, 2010, revealed
$5,754,702 in total assets, $6,709,374 in total liabilities, all
current, and a stockholders' deficit of $954,672.

In its March 30, 2010 report, Rose, Snyder & Jacobs, in Encino,
California, said the Company's recurring operating losses,
continued cash burn, and insufficient working capital and
accumulated deficit at December 31, 2009, raise substantial doubt
about the Company's ability to continue as a going concern.

The Company's balance sheet at June 30, 2010, showed $5.17 million
in total assets, $6.54 million in total liabilities, and a
$1.37 million stockholders' deficit.


DAIRY DOZEN: Giving Professional Services Not Test for Sec. 327
---------------------------------------------------------------
In re The Dairy Dozen-Milnor, LLP, d/b/a Five Star Dairy, Judge
William A. Hill of the U.S. Bankruptcy Court for the District of
North Carolina held that Prairie Ridge Management is not a
"professional person" within the meaning of Section 327(a) of the
Bankruptcy Code, thus disinterestedness is not an issue.  AgStar
Financial Services PCA and AgStar Financial Services FLCA had
asked the Court to prevent the Debtor from making payments to
Prairie Ridge because PRM is a "professional person," which
requires the Court's approval for employment.  The Debtor
objected.  The Court held that providing professional services is
not the test for determining whether an entity is a "professional
person" under Section 327.

PRM provides the Debtor with general and ordinary management of
its dairy facility as well as other facilities.  The cash
collateral orders entered by the Court authorize Debtor to pay PRM
up to $11,500 as set out in the budget.

A copy of the memorandum and opinion is available at:

    http://www.leagle.com/unsecure/page.htm?shortname=inbco20100915466

The Dairy Dozen-Milnor, LLP, dba Five Star Dairy, filed for
Chapter 11 protection on April 7, 2010 (Banrk. D. N.D. Case No.
10-30377).  Donald T. Campbell, Esq., at Leonard, Street and
Deinard, serves as counsel to the Debtor. The Debtor estimated
assets and debts at $1 million to $10 million.


DELAWARE ECONOMIC: Moody's Assigns Rating on Series 2010 Bonds
--------------------------------------------------------------
Moody's Investors Service assigned a Baa3 rating to $190,000,000
Delaware Economic Development Authority Exempt Facility Revenue
Bonds (Indian River Power LLC Project) Series 2010 (as the "Indian
River Power bonds").  The rating is based upon the secured
guaranty provided by NRG Energy, Inc. (Ba3 Corporate Family
Rating; negative outlook) and certain of its subsidiary guarantors
(NRG Grantors), which will be on parity with NRG's senior secured
revolver and term loan rated Baa3.  NRG's rating outlook is
negative.

                        Ratings Rationale

Proceeds from the bond offering will be used to finance a portion
of the environmental related costs required at the Indian River
Generating Plant, a 656 megawatt coal-fired generating plant in
Millsboro, Delaware.  The Indian River Power bonds will be
guaranteed by its indirect parent NRG, and by upstream guarantees
provided by the NRG Grantors, operating subsidiaries of NRG.  The
secured guarantee will rank on parity with NRG's senior secured
revolver and term loan.  To perfect this security interest,
Moody's understand that the trustee for the Indian River Power
bonds will be joined as a secured party under the Collateral Trust
Agreement dated February 2006.

While the Indian River Power bonds will benefit from the terms in
the credit agreement for the secured revolver and term loan and
will rank on parity with creditors in the secured revolver and
term loan, the Indian River Power bondholders will have limited
rights if an NRG event of a default occurs and will be reliant
upon actions taken by the majority lenders under the secured
revolver and term loan.  Also, Moody's understand that the NRG
guarantee and collateral trust agreement may be amended without
the consent of the Indian River Power bondholders under most
circumstances; however, the NRG guarantee and collateral trust
agreement cannot be terminated until all obligations, including
the Indian River Power bonds, are satisfied.

NRG's Ba3 Corporate Family Rating reflects the relatively strong
historical credit metrics based upon margins that are underpinned
by various intermediate term hedges or contracts.  Through June
30, 2010, Moody's calculates the ratio of CFO pre-W/C (cash flow)
to debt at more than 20%, the cash flow coverage of interest
expense at more than 4.0x, and the ratio of free cash flow to debt
at 14%.  While these financial metrics strongly position NRG in
the "Ba" rating category, Moody's anticipate them to weaken as the
existing hedges expire and are replaced with lower margin
arrangements.

The negative rating outlook reflects the company's aggressive
acquisition and growth strategy which comes at a time when the
company's future margins are likely to be compressed relative to
recent historical results and the fact that the company is in the
early stage of a multi-year, multi-faceted project development
strategy that includes, among other projects, the construction of
a 2,700 MW nuclear power project, South Texas Project 3&4.  The
negative rating outlook also factors in Moody's belief that NRG's
overall balance sheet strength and related financing flexibility
will be reduced as the company is likely to use a material portion
of its internal liquidity to pay for the recently announced
acquisition of Dynegy Inc's assets in northern California and
Maine for approximately $1.36 billion, the acquisition of the
Cottonwood Generating Station for $525 million, and the
acquisition of Green Mountain Energy for $350 million.
Additionally, NRG remains committed to returning about 3% of the
company's market capitalization to shareholders each year (or
approximately $180 million) and given the year-to-date acquisition
activity already announced by the company, Moody's expect NRG to
remain opportunistic and acquisitive.

In light of the negative outlook, limited prospects exist for the
NRG's ratings to be upgraded in the near-term.

The ratings are likely to be downgraded should NRG's growth plans
remain largely unchanged, particularly if the company's investment
in STP 3&4 moves forward following the potential receipt of a
Department of Energy loan guarantee.  This is particularly
relevant given the size and complexity of this construction
project as well as the challenges that Moody's believe may exist
in NRG reducing further its ownership in STP 3&4.  The rating
could also be downgraded if weaker than expected market conditions
persist across NRG's generation fleet causing cash flow to debt to
fall below 12% for an extended period.  To that end, should market
fundamentals remain at weaker than anticipated levels for an
extended period and there is no corresponding recalibration of
future growth capital spending initiatives by management, the
rating will be downgraded.

The ratings for NRG's individual securities were determined using
Moody's Loss Given Default methodology.  Based upon NRG's Ba3 CFR
and Probability of Default Rating, the LGD methodology suggests a
Baa3 rating for NRG's senior secured term loan and secured
revolver, for NRG's secured guarantee of the Dunkirk Power Bonds,
and for NRG's secured guarantee of the Indian River Power bonds.
Importantly, Moody's observes that changes to the capital
structure at NRG which increases the relative amount of secured
debt while decreasing the relative amount of unsecured debt could
result in a lower instrument rating for the senior secured
revolver, the secured term loan, the Dunkirk Power bonds, and the
Indian River Power bonds.

Downgrades:

Issuer: Chautauqua (Cnty of) NY, Ind. Dev. Agency

  -- Senior Secured Revenue Bonds, Downgraded to LGD2, 12% from
     LGD2, 11%

Issuer: NRG Energy, Inc.

  -- Senior Secured Bank Credit Facility, Downgraded to LGD2, 12%
     from LGD2, 11%

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to LGD4,
     67% from LGD4, 66%

Assignments:

Issuer: Delaware Economic Development Authority

  -- Senior Secured Revenue Bonds, Assigned a range of 12 - LGD2
     to Baa3

Headquartered in Princeton, NRG owns approximately 24,115 MW of
generating facilities, primarily in Texas and the northeast, south
central and western regions of the US.  NRG also owns generating
facilities in Australia and Germany.


DENNY'S CORP: 71.6% of Notes Tendered for Exchange by 1st Deadline
------------------------------------------------------------------
Denny's Corporation announced the early tender and consent
solicitation results from its offer to purchase for cash by
Denny's Holdings, Inc., a wholly-owned subsidiary of Denny's
Corporation, for any and all of its outstanding 10% Senior Notes
due 2012 (CUSIP No. 24869QAB8), which Notes are guaranteed by
Denny's Corporation, and solicitation of consents relating to the
Notes.

In conjunction with the Tender Offer, Denny's Holdings, on behalf
of itself and Denny's Corporation, solicited consents to the
adoption of the amendments to the Indenture governing the Notes
and to the execution of a supplemental indenture effecting the
amendments.  The terms and conditions of the Offer, including, but
not limited to, a Financing Condition for the transaction, are set
forth in the Offer to Purchase and Consent Solicitation Statement
dated September 9, 2010, and the related Consent and Letter of
Transmittal.

As of September 22, 2010, at 5:00 p.m., New York City time, an
aggregate of $125,266,000 principal amount of the Notes had
been validly tendered and not validly withdrawn in the Offer.
Additionally, as of the Consent Date, the Company received
consents from holders of $125,266,000 or 71.58% of the outstanding
Notes.  The consents received as of the Consent Date was
sufficient to approve the amendments to the Indenture, as
described below.

Having received the Requisite Consents, Denny's Holdings, Denny's
Corporation, and U.S. Bank National Association, as trustee
entered into a Supplemental Indenture on September 22, 2010 that
amends and supplements the Indenture dated as of October 5, 2004,
by and among Denny's Holdings, Denny's Corporation and the
Trustee.  The Supplemental Indenture will effect the amendments to
the Indenture by eliminating substantially all of the restrictive
covenants and certain events of default contained in the
Indenture.  The Supplemental Indenture was effective upon
execution but the amendments in the Supplemental Indenture will
only become operative and binding on the holders of the Notes when
and if Denny's Holdings accepts the Notes validly tendered in the
Tender Offer on or prior to the Consent Date and when the
Financing Condition has been satisfied.  If the Financing
Condition is not satisfied or the Notes are not otherwise
purchased, the amendments to the Indenture will not become
operative and the original Indenture will remain in effect.

The "Total Consideration" for each $1,000 principal amount of the
Notes validly tendered and not withdrawn on or before the Consent
Date and accepted for purchase will be $1,002, which includes a
consent payment of $10.00 per $1,000 principal amount of Notes.
The "Tender Offer Consideration" for each $1,000 principal amount
of the Notes validly tendered after the Consent Date and on or
before the Expiration Time and accepted for purchase will be
$992.50.  In addition to the Total Consideration or Tender Offer
Consideration, as the case may be, payable in respect of Notes
accepted for purchase, holders will receive accrued and unpaid
interest on their purchased Notes up to, but not including, the
date of payment for purchased Notes.  The Offer is scheduled to
expire at 11:59 p.m., New York City time, on October 6, 2010,
unless extended.

The Company said, "Any Notes tendered after 5:00 p.m., New York
City time, on September 22, 2010 may not be withdrawn unless
required by law.  In addition, we may, in our discretion, extend
the Expiration Time for any other reason."

Denny's Holdings expects to make payments with respect to any
Notes tendered and not withdrawn on or prior to the Consent Date
on the initial settlement date , which is expected to be on or
about September 30, 2010, assuming the conditions specified in the
Offer to Purchase, including the Financing Condition, are
satisfied.  Denny's Holdings expects to make payments with respect
to any Notes tendered after the Consent Date on the final
settlement date, which is expected to be promptly following the
Expiration Time.

The Offer is part of a larger refinancing of the Company's
outstanding indebtedness.  The Company intends to enter into a new
senior secured credit facility, which it expects to be for an
aggregate of approximately $300 million, of which approximately
$250 million is expected to be a six-year term loan facility and
$50 million is expected to be a five-year revolving credit
facility, which will also be available for the issuance of letters
of credit.  The "Financing Condition" means that the New Credit
Facility has been consummated on such terms and conditions as may
be satisfactory to Denny's Holdings and Denny's Corporation, in
their sole discretion.

Beginning October 1, 2010, the Notes will be redeemable at a
redemption price of 100% of the principal amount thereof, plus
accrued and unpaid interest to, but not including, the redemption
date.  Upon satisfaction of the Financing Condition and the
purchase of tendered Notes pursuant to the Offer on the Initial
Settlement Date, Denny's Holdings intends to give a notice of
redemption pursuant to the Indenture providing that it will redeem
all Notes not purchased in the Offer at a redemption price of 100%
of the principal amount thereof, plus accrued and unpaid interest
to, but not including, the redemption date.

                           About Denny's

Based in Spartanburg, South Carolina, Denny's Corporation (NASDAQ:
DENN) -- http://www.dennys.com/-- Denny's is one of America's
largest full-service family restaurant chains, consisting of 1,348
franchised and licensed units and 232 company-owned units, with
operations in the United States, Canada, Costa Rica, Guam, Mexico,
New Zealand and Puerto Rico.

The Company's balance sheet for June 30, 2010, showed
$296.6 million in total assets, $409.5 million in total
liabilities, and a stockholders' deficit of $112.9 million.

Denny's carries "B2" corporate family and probability of default
ratings from Moody's Investors Service.

As reported by the Troubled Company Reporter on Sept. 15, Standard
and Poor's affirmed Denny's Corp.'s corporate credit rating at
'B+'.


DIGITILITI INC: Amends Financial Statements for Q3 2009
-------------------------------------------------------
On March 20, 2010, during Digitiliti, Inc.'s year-end close
procedures conducted during the audit of its 2009 financial
statements, the Company concluded that it was necessary to amend
its quarterly report for the three months ended September 30,
2009, in order to restate its financial statements for the nine
months ended September 30, 2009, to correct an understatement in
the recognition of the beneficial conversion feature on notes that
were converted during the three months ended March 31, 2009,
amounting to $771,453 which was recognized as interest expense
with a corresponding credit to additional paid-in capital.

The Company reported a restated net loss of $3.97 million on
$2.48 million of revenue for the nine months ended September 30,
2009, as compared to a net loss of $5.46 million on $2.21 million
of revenue for the same period in 2008.

The Company's restated balance sheet at September 30, 2009, showed
$2.67 million in total assets, $6.34 million in total liabilities,
and a stockholders' deficit of $3.67 million.

The Company incurred a net loss of $655,840 for the three months
ended September 30, 2009, and an accumulated deficit of
$18.35 million for the nine months ended September 30, 2009.
"These conditions raise substantial doubt as to our ability to
continue as a going concern."

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

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

                      About Digitiliti, Inc.

St. Paul, Minnesota-based Digitiliti, Inc.'s business is
developing and delivering storage technologies and methodologies
enabling its customers to manage, control, protect and access
their information and data with ease. The Company's core business
is providing a cost effective on-line data protection solution to
the small to medium business ("SMB") and small to medium
enterprise ("SME") markets through its DigiBAK service.  This on-
line data protection solution helps organizations properly manage
and protect their entire network from one centralized location.


DIGITILITI INC: Posts $3.6 Million Net Loss in June 30 Quarter
--------------------------------------------------------------
Digitiliti, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $3.6 million on $539,007 of revenue for
the three months ended June 30, 2010, compared with a net loss of
$957,225 on $859,669 of revenue for the same period last year.

The Company's balance sheet at June 30, 2010, showed $1.9 million
in total assets, $2.3 million in total liabilities, and a
stockholders' deficit of $348,885.

MaloneBailey, LLP, in Houston, 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 losses from operations and has a working capital
deficit.

                      About Digitiliti, Inc.

St. Paul, Minnesota-based Digitiliti, Inc.'s business is
developing and delivering storage technologies and methodologies
enabling its customers to manage, control, protect and access
their information and data with ease. The Company's core business
is providing a cost effective on-line data protection solution to
the small to medium business ("SMB") and small to medium
enterprise ("SME") markets through its DigiBAK service.  This on-
line data protection solution helps organizations properly manage
and protect their entire network from one centralized location.


DISH NETWORK: Board Approves Retailer Class Actions Settlement
--------------------------------------------------------------
DISH Network Corporation's Board of Directors approved on
September 20, 2010, the settlement of the "Retailer Class
Actions."  The settlement provides, among other things, for mutual
releases of the claims underlying the litigation, payment by the
Company of up to $60 million, and the option for certain class
members to elect to reinstate certain monthly incentive payments,
which the parties agreed have an aggregate value of $23 million.
The settlement is conditioned upon approval by the court.

                       About DISH Network

DISH Network Corporation is the third largest pay television
provider in the United States with 14.1 million subscribers as of
Dec. 31, 2009.  Annual revenues approximate $11.6 billion.

The Company's balance sheet at June 30, 2010, showed $9.03 billion
in total assets and $10.61 billion in total liabilities, and a
stockholders' deficit of $1.58 billion.

                          *     *     *

Dish Network carries a 'Ba3' corporate family rating, with "stable
outlook", from Moody's.

In March 2010, Moody's said the ratings are not affected by the
announcement that a U.S. appeals court upheld a lower court's
ruling that despite changes made by Dish to its DVR software, the
company was still infringing on TiVo Inc.'s patents.  Dish and
TiVo have been in litigation since 2004 over TiVo's patent
infringement claim.  As a result of the ruling, the Company owes
approximately $300 million in damages through July 2009 and
potentially additional charges should the company be required to
pay for patent infringements since July 2009.  Dish announced that
it will be seeking a further review of the court's latest decision
by the full Federal Circuit.


DOLLAR THRIFTY: Hertz Affirms Agreement Price Is "Best and Final"
-----------------------------------------------------------------
Hertz Global Holdings, Inc. said Friday its merger agreement to
acquire Dollar Thrifty at a purchase price equivalent to $50.25 --
at the Sept 23 closing share price for Hertz of $10.45 -- is
Hertz's best and final offer.  Hertz also expressed confidence
that Dollar Thrifty shareholders would approve the merger
transaction at their scheduled September 30, 2010 meeting, thereby
clearing the way for a closing later this year.

Mark P. Frissora, Hertz's Chairman and Chief Executive Officer,
said, "Our agreement with Dollar Thrifty provides its shareholders
with a substantial premium, deal certainty and a clear path to
deal closure by year end. We have made our best and final offer,
and we believe that it is in the best interest of Dollar Thrifty
shareholders to vote in favor of the transaction on September 30.
We have antitrust clearance in Canada, unlike Avis, and our
progress with the U.S. government makes us highly confident that
we can close the transaction in a timely manner within the
framework of our merger agreement.  As previously disclosed, we
have commenced the divestiture of Advantage Rent-a-Car, and we
have identified several potential buyers."

Mr. Frissora added, "We expect to close the transaction before the
end of the year. A vote against the deal would be a lost
opportunity for the Dollar Thrifty shareholders. Avis's proposal
raises serious antitrust risks that our agreement does not, which
is why Avis has repeatedly refused to match our agreement to pay a
substantial termination fee if the transaction fails for antitrust
reasons.  Failure to approve the Hertz agreement could leave
Dollar Thrifty without any transaction, a sub-optimal outcome for
its shareholders," Mr. Frissora concluded.

The New York Times' DealBook notes Dollar Thrifty has agreed to a
revised cash-and-stock merger with Hertz, worth about $1.4 billion
as of Thursday's close.  It still carries a $44.6 million breakup
fee.  Avis' latest bid is worth about $1.5 billion, though it
lacks a breakup fee, something Dollar Thrifty has suggested it
wants.

As reported by the Troubled Company Reporter on September 27,
2010, Avis Budget Group on Thursday said, "We continue to believe
in the merits of an Avis Budget-Dollar Thrifty transaction, and we
are therefore increasing the cash portion of our offer from $40.75
to $45.79 per share (which would include the proceeds of a pre-
closing special dividend to be paid by Dollar Thrifty consistent
with our previous proposal).  Our revised offer of $45.79 in cash
and 0.6543 shares of Avis Budget stock represents a meaningful
premium over the revised offer from Hertz Global Holdings, Inc.
(NYSE: HTZ).  We believe that the increased value is warranted
based on improving fundamentals in the industry and at Dollar
Thrifty in particular.  We would be willing to offer an even
higher price in the absence of the break-up fee that Dollar
Thrifty's Board has provided for in its agreement with Hertz.

"We believe it would be beneficial for Dollar Thrifty shareholders
if the Dollar Thrifty Board of Directors engaged in a process to
maximize value, rather than letting Hertz dictate timing and
process.

"Dollar Thrifty's Board continues to disappoint.  Not only have
they once again failed to engage in any discussions with Avis
Budget prior to entering into the new binding agreement with
Hertz, but they have also failed to use the renegotiation with
Hertz as an opportunity to create a level playing field for all
potential bidders.  Dollar Thrifty's failure to remove Hertz's
matching rights makes no sense given that Hertz characterized its
revised offer as "non-negotiable and final."

"Based on the analyses typically performed by regulatory
authorities, a number of airports will become highly concentrated
if Hertz acquires Dollar Thrifty (as traditionally defined by FTC
analysis).  A sale by Hertz of its Advantage brand -- a trivial
operation that has no presence at several dozen airports -- is by
itself unlikely to be a meaningful or sufficient remedy for any
antitrust issues.  Moreover, the real pricing picture, as shown in
the materials posted today to the Investor Relations section of
the Avis Budget Group website, tells the true story about Hertz's
exclusive relationship with AAA: With more than $500 million of
leisure revenue, Hertz's offering to AAA members clearly competes
directly with Dollar, Thrifty and other value brands.

"In light of these concerns, there is no justification for Dollar
Thrifty holding a shareholder meeting before the FTC completes its
review of the Avis Budget and Hertz submissions."

Citigroup and Morgan Stanley & Co. Incorporated are acting as
financial advisors to Avis Budget Group, and Kirkland & Ellis LLP
and Arnold & Porter LLP are acting as legal counsel.

                           *     *     *

Lou Whiteman, senior writer at TheDeal.com, says Avis isn't trying
very hard.  Mr. Whiteman wrote that analysts have said from the
beginning that either Hertz or Avis would have a difficult time
convincing regulators to sign off on a deal for Dollar Thrifty,
and the target's management has made it clear that the lack of a
termination fee is a deal-breaker.

Mr. Whiteman notes Dollar Thrifty CEO Scott Thompson in August
said that while the Avis offer was "more favorable, from a
financial point of view," the lack of a termination fee "can only
represent to us, to the market and to any objective observer a
lack of confidence by Avis Budget in its position."

According to Mr. Whiteman, Avis' participation has been a cause
for celebration and frustration on the part of Dollar Thrifty
shareholders.  While the rival bidder has already led to one Hertz
price boost, the lack of a termination fee has led some to believe
Avis is more interested in complicating Hertz's effort and
boosting its cost than actually buying the company.

"Dollar Thrifty drew them a road map back in August, and Avis
ignored it," one investor said, according to Mr. Whiteman.

Mr. Whiteman said the next move likely will depend on Hertz's
willingness to match, and Avis' willingness to talk termination
fees.

According to Mr. Whiteman, there is risk in halting procedures
indefinitely and waiting for the FTC: Shares of Dollar Thrifty,
trading above $52 today, hovered below $10 apiece as recently as
last summer and were as low as $17.72 late last year.  The auto
rental business is both competitive and vulnerable to a potential
economic double dip.

"Dollar Thrifty already delayed its shareholder meeting once to
allow time for an Avis response, only to see one of its primary
issues not addressed in that response. If Hertz were to match
Avis' offer before the Sept. 30 meeting, and perhaps even if not,
the company might see no reason to postpone the vote again," Mr.
Whiteman wrote.

                       About Dollar Thrifty

Dollar Thrifty Automotive Group, Inc., is headquartered in Tulsa,
Oklahoma.  Driven by the mission "Value Every Time," the Company's
brands, Dollar Rent A Car and Thrifty Car Rental, serve value-
conscious travelers in over 70 countries.  Dollar and Thrifty have
over 600 corporate and franchised locations in the United States
and Canada, operating in virtually all of the top U.S. and
Canadian airport markets.  The Company's approximately 6,400
employees are located mainly in North America, but global service
capabilities exist through an expanding international franchise
network.

The Company's balance sheet at June 30, 2010, showed $2.5 billion
in total assets and $2.0 billion in total liabilities, for
$467.8 million in total stockholders' equity.

                           *     *     *

As reported by the Troubled Company Reporter on August 2, 2010,
Standard & Poor's Ratings Services said its ratings on Dollar
Thrifty (DTAG; B-/Watch Pos/--) remain on CreditWatch with
positive implications.  This follows Avis' (B+/Stable/--) July 28,
2010 bid to acquire DTAG.  S&P initially placed the ratings on
DTAG on CreditWatch with positive implications on April 26, 2010,
when the company announced that it had signed a definitive
agreement to be acquired by another competitor, Hertz Global
Holdings Inc. (B/Watch Pos/--).

S&P said the acquisition would result in an increase in market
share for either Avis Budget or Hertz in the U.S.  There currently
are three major on-airport car rental companies: Hertz, Avis
(parent of the Avis and Budget brands), and Enterprise Rent-A-Car
Co. (parent of the Enterprise, Alamo, and National brands), each
with about a 30% market share.  DTAG accounts for most of the
balance.

As reported by the TCR on August 10, 2010, Dominion Bond Rating
Service commented that Dollar Thrifty's ratings, including its
Issuer Rating of B (high) are unaffected following the Company's
announcement of second quarter 2010 earnings results.  All ratings
remain Under Review Positive, where they were placed on April 28,
2010.

DBRS acknowledged DTAG's continued progress in refinancing
maturing debt and improved access to the capital markets.  During
the quarter, DTAG established two new funding facilities totaling
$500 million and repaid $200 million of maturing notes.  DTAG's
next medium term note maturity is $600 million, which will begin
to amortize in December 2010.  Given the Company's solid liquidity
and improved access to the capital markets, DBRS sees these
maturities as manageable.

In November 2009, S&P raised its corporate credit rating of Dollar
Thrifty to 'B-' from 'CCC', in light of the Company's improved
operating and financial performance that began in mid-2009.
Moody's Investors Service also upgraded Dollar Thrifty's
Probability of Default Rating to 'B3' from 'Caa2' and Corporate
Family Rating to 'B3' from 'Caa3'.


DOT VN: Vietnam Web Site Increases Page Views
---------------------------------------------
Dot VN Inc. said that its Internet property www.INFO.VN, Vietnam's
Information Super Portal, has made significant headway since the
Web site's launch in May of this year.

During the period from August 19, 2010 to September 19, 2010,
INFO.VN received over 2.6 million page views, an increase of 48%,
with an average visit length of 3 minutes, 53 seconds compared to
an average visit length of 3 minutes, 30 seconds during the 30-day
period following the site's official launch in May 2010.  The site
has climbed to 273rd from 798th in the rankings of the most
popular sites in Vietnam, according to Alexa.com, an Internet
tracking firm with an unparalleled database of information about
site statistics.

"We are delighted with the steady growth in traffic to INFO.VN.
Our users are spending more time on the site and are delving
deeper into all the information and services that INFO.VN has to
offer.  We expect this growth to increase the marketability and
demand for online advertising services on our site as well as
create a base of early adopters for all our new products and
services in development.  In the coming months, we will dedicate
ourselves to improving, evolving and optimizing INFO.VN as we
strive towards our goal of building the preferred source for the
very best the Vietnamese Internet has to offer," noted Dot VN CEO
Thomas Johnson.

INFO.VN is built for individual and business users both in Vietnam
and around the world as a main hub for news, entertainment and
information available in one central and easy to navigate website.
The website and all new services in development will be available
in both Vietnamese and English, making access easier for non-
Vietnamese speaking users.

                          About Dot VN

Dot VN, Inc. -- http://www.DotVN.com/-- provides innovative
Internet and telecommunication services for Vietnam.  The Company
was awarded an "exclusive long term contract" by the Vietnamese
government to register ".vn" (Vietnam) domains and commercialize
Parking Page Marketing/Online Advertising worldwide via the
Internet.  Also, Dot VN has exclusive rights to distribute and
commercialize Micro-Modular Data CentersTM solutions and Gigabit
Ethernet Wireless applications to Vietnam and Southeast Asia
region.

The Company's balance sheet at July 31, 2010, showed $2.49 million
in total assets, $10.10 million in total liabilities, and a
stockholders' deficit of $7.62 million.

After auditing the Company's 2009 results, Chang G. Park, CPA,
expressed substantial doubt about Dot VN Inc.'s ability to
continue as a going concern, citing the Company's losses form
operations.


DURATEK PRECAST: Files for Chapter 11 in Florida
------------------------------------------------
Duratek Precast Technologies Inc., formerly known as Duratek Wall
Corp., sought Chapter 11 protection from creditors in Tampa,
Florida (Bankr. M.D. Fla. Case No. 10-22876).

Duratek, maker of precast concrete wall systems and other
structures, estimated assets and liabilities each in the range of
$10 million to $50 million.

An affiliate, Duratek Precast Structures LLC, also filed for
Chapter 11 on September 23 (Bankr. M.D. Fla. Case No. 10-22880).
Duratek Precast Technologies has made an "emergency motion" asking
the court for joint administration of the two bankruptcy cases,
according to Carla Main at Bloomberg News.

Duratek Precast Technologies is the managing member and owns 100%
percent of Duratek Precast Structures.


EASTMAN KODAK: Former Legg Mason CEO Elected to Board
-----------------------------------------------------
Eastman Kodak Company said that Kyle Prechtl Legg, former chief
executive officer of Legg Mason Capital Management, was elected to
the company's Board of Directors, effective immediately.

Ms. Legg has more than 30 years of professional experience in the
investment industry.  She joined Legg Mason Capital Management in
1991, was named President of the firm in 1997, and Chief Executive
Officer in March 2006.  At LMCM, she built a leading global equity
investment management business serving high-end institutional
clients, including some of the world's largest sovereign wealth
funds, domestic and foreign company pension plans, corporate
funds, endowments, and foundations.  Prior to joining Legg Mason,
she was a securities analyst with Alex, Brown & Sons.

"As part of our Board's continuous efforts to enhance the breadth
of perspectives of our directors, we solicited the views of our
institutional investors on potential director candidates," said
Antonio M. Perez, Chairman and Chief Executive Officer, Eastman
Kodak Company.  "Kyle is an outstanding choice to serve on Kodak's
board. She brings to Kodak a deep understanding of capital
markets, corporate governance, asset allocation, and risk
management.  I am pleased to welcome her to our Board."

Ms. Legg will serve on the Kodak Board's Corporate Responsibility
and Governance Committee and the Executive Compensation Committee.
As a non-employee director, she will also participate in the
company's Director Compensation Program.

A Chartered Financial Analyst, Ms. Legg received her Bachelor of
Arts degree in mathematics from Goucher College in 1972, a Juris
Doctor degree from the University of Baltimore in 1978, and in
1981 earned her Master of Business Administration degree from
Loyola College.

Ms. Legg's election brings the Kodak Board membership to 15, only
one of whom, Antonio Perez, is an employee of the company.]

                        About Eastman Kodak

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

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

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

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


FIRSTFED FIN'L: Continues Work on Liquidating Plan
--------------------------------------------------
FirstFed Financial Corp. disclosed in its monthly operating report
for the month ended August 31, 2010, that it has engaged Crowe
Horwath to help in the filing of its 2009 federal tax return to
maximize the refund to the debtor.  The firm will also help
resolve the 2008 IRS audit currently under way.  With the approval
of the Bankruptcy Court, the Debtor also engaged a firm to
investigate potential claims to be brought by the Debtor.  The
Debtor is currently in the process of drafting the liquidating
plan and disclosure statement.

The Debtor said there is a potential refund of over $90 million
relating to loss carrybacks from earlier tax years.  The Federal
Deposit Insurance Corp., in its capacity as Receiver for the
Debtor's bank subsidiary, has submitted a proof of claim which,
among other things, claims that the FDIC is entitled to some or
all of any such tax refund and may have other super priority
claims.  If the FDIC's claim is successful, it will reduce or
potentially eliminate any assets available for distribution to
general unsecured creditors.  On September 7, 2010, the Debtor
filed with the IRS its consolidated return for tax year ended
December 2009, in part to preserve its ability to claim certain
net operating losses essential to the refund claim.  The Debtor
reserves its rights with respect to any claims by the FDIC
regarding the refund.

The Debtor said it continues to investigate potential claims
against third parties to determine potential for recovery.  No
Committee of Unsecured Creditors has been appointed in the case.
However, the Debtor continues to work and communicate
cooperatively with Wilmington Trust, its principal unsecured
creditor, concerning all aspects of the case.

                     About FirstFed Financial

Irvine, Calif.-based FirstFed Financial Corp. is the bank
holding company for First Federal Bank of California and its
subsidiaries.  The Bank was closed by federal regulators on
December 18, 2009.

FirstFed Financial Corp. filed for Chapter 11 protection on
Jan. 6, 2010 (Bankr. C.D. Calif. Case No. 10-10150).  Jon L.
Dalberg, Esq., at Landau Gottfried & Berger LLP, represents the
Debtor in its restructuring efforts.  In its petition, the Debtor
estimated between $1 million and $10 million in assets, and
between $100 million and $500 million in debts.


FORD MOTOR: Sees Solid Profit This Year; to Invest $2.3BB in UK
---------------------------------------------------------------
Dow Jones Newswires' Kaveri Niththyananthan reports that Ford
Motor Co. still expects to make a "solid profit" this year and
plans to invest GBP1.5 billion ($2.37 billion) in the U.K. over
the next five years, the car manufacturer's President and Chief
Executive Alan Mulally said Monday.

Dow Jones relates that Mr. Mulally, delivering the Confederation
of British Industry's annual lecture in London, said he expects
the car manufacturer to report a solid profit in 2010, to have
positive free cash flow and to post an overall improvement in
performance in 2011.

Dow Jones relates Mr. Mulally said that the economy was slowing
but that it was normal after a period of recovery. Ford plans to
streamline the number of models or "nameplates" it produces to
about 25 to 30 from the 97 models it used to build, Mr. Mulally
said.

                          About Ford Motor

Headquartered in Dearborn, Michigan, Ford Motor Co. (NYSE: F) --
http://www.ford.com/-- manufactures or distributes automobiles
across six continents.  With about 200,000 employees and about 90
plants worldwide, the company's automotive brands include Ford,
Lincoln, Mercury and Volvo.  The Company provides financial
services through Ford Motor Credit Company.

Ford Motor's balance sheet at June 30, 2010, showed $179.75
billion in total assets, $183.29 billion in total liabilities, and
a $3.54 billion stockholders' deficit.

                            *     *     *

In August 2010, Standard & Poor's Ratings Services raised its
corporate credit rating on Ford Motor Co. and FordMotor Credit Co.
LLC to 'B+' from 'B-'.   "The upgrade reflects S&P's reassessment
of Ford's business risk profile to weak from vulnerable, and its
financial risk profile to aggressive from highly leveraged," said
Standard & Poor's credit analyst Robert Schulz.  S&P believes Ford
is making progress in stabilizing, and perhaps improving, its U.S.
market shares  Still, S&P believes underlying business risks
remain high.

Ford Motor and its unit, Ford Motor Credit, carry 'BB-' issuer
default ratings from Fitch Ratings.  In August 2010, when Fitch
raised the rating from 'B', it said, Ford's ratings reflect its
continued strong financial performance and the substantial debt
reduction accomplished in the second quarter."

Ford Motor has a 'B1' corporate family rating from Moody's.


GIBBS PATRICK: Section 341(a) Meeting Scheduled for Oct. 12
-----------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of Gibbs
Patrick Farms, Inc.'s creditors on Oct. 12, 2010, at 11:00 a.m.
The meeting will be held at Room 257, U.S. Courthouse and Post
Office, North Patterson Street, Valdosta, GA 31601.

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.

Omega, Georgia-based Gibbs Patrick Farms, Inc., filed for Chapter
11 bankruptcy protection on September 16, 2010 (Bankr. M.D. Ga.
Case No. 10-71501).  Austin E. Carter, Esq., at Stone And Baxter,
LLP, assists the Debtor in its restructuring effort.  The Debtor
estimated its assets and debts at $10 million to $50 million and
debts at $1 million to $10 million as of the Petition Date.

Affiliates Heritage Farms, LLC (Bankr. M.D. Ga. Case No. 10-71502)
and Patrick Farms Partnership (Bankr. M.D. Ga. Case No. 10-71203)
filed separate Chapter 11 petitions.


GIBBS PATRICK: Taps Stone & Baxter as Bankruptcy Counsel
--------------------------------------------------------
Gibbs Patrick Farms, Inc., asks for authorization from the U.S.
Bankruptcy Court for the Middle District of Georgia to employ
Stone & Baxter, LLP, as bankruptcy counsel.

Stone & Baxter will, among other things:

     (a) prepare applications, motions, answers, reports and other
         legal papers;

     (b) continue existing litigation to which the Debtor-in-
         Possession may be a party, and to conduct examinations
         incidental to the administration of the Debtor's estate;

     (c) take any and all necessary action instant to the proper
         preservation and administration of the estate; and

     (d) assist the debtor-in-possession with the preparation and
         filing of a statement of financial affairs and schedules
         and lists as are appropriate.

The hourly rates of Stone & Baxter's personnel are

         Attorney                           $185-$350
         Research Assistants                  $100
         Paralegals                           $100

Austin E. Carter, Esq., a partner at Stone & Baxter, assures the
Court that the firm is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code.

Omega, Georgia-based Gibbs Patrick Farms, Inc., filed for Chapter
11 bankruptcy protection on September 16, 2010 (Bankr. M.D. Ga.
Case No. 10-71501).  The Debtor estimated its assets and debts at
$10 million to $50 million and debts at $1 million to $10 million
as of the Petition Date.

Affiliates Heritage Farms, LLC (Bankr. M.D. Ga. Case No. 10-71502)
and Patrick Farms Partnership (Bankr. M.D. Ga. Case No. 10-71203)
filed separate Chapter 11 petitions.


GIBBS PATRICK: Taps Valor Leadership as Restructuring Consultant
----------------------------------------------------------------
Gibbs Patrick Farms, Inc., asks for authorization from the U.S.
Bankruptcy Court for the Middle District of Georgia to employ
Valor Leadership Partners LLC as restructuring consultant.

Valor Leadership will, among other things:

     a. assist with the maintenance of the daily cash forecast and
        the continuous monitoring of the cash position and
        projected liquidity of the Debtor's business;

     b. seek financing for the Debtor should that become
        necessary, subject to court approval;

     c. assist the Debtor and its bankruptcy counsel with matters
        relating to the bankruptcy, including the preparation of
        the bankruptcy schedules, assistance with the preparation
        of monthly reports to be filed with the U.S. Trustee,
        attendance, as necessary, at court hearings on various
        matters as they arise, assistance with the preparation of
        the Debtor's plan of reorganization and the disclosure
        statement, discussing and negotiating plan provisions with
        various creditors as may be necessary and preparation of
        detailed projections in support of the plan of
        reorganization; and

     d. be available to the Debtor to address other matters
        relating to the operation and reorganization of the
        Debtor's business as requested by the Debtor's counsel or
        by management, including obtaining appraisals of the
        Debtor's assets and the preparation of a going concern
        valuation of the Debtor's business as necessary.

Valor Leadership will be paid $350 per hour for its services.

Diedrich Von Soosten, a principal at Valor Leadership, assures the
Court that the firm is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code.

Omega, Georgia-based Gibbs Patrick Farms, Inc., filed for Chapter
11 bankruptcy protection on September 16, 2010 (Bankr. M.D. Ga.
Case No. 10-71501).  Austin E. Carter, Esq., at Stone And Baxter,
LLP, assists the Debtor in its restructuring effort.  The Debtor
estimated its assets and debts at $10 million to $50 million and
debts at $1 million to $10 million as of the Petition Date.

Affiliates Heritage Farms, LLC (Bankr. M.D. Ga. Case No. 10-71502)
and Patrick Farms Partnership (Bankr. M.D. Ga. Case No. 10-71203)
filed separate Chapter 11 petitions.


GOLDBERG-BAYMEADOWS: Chapter 11 Reorganization Case Dismissed
-------------------------------------------------------------
The Hon. Jerry A. Funk of the U.S. Bankruptcy Court for the Middle
District of Florida dismissed the Chapter 11 cases of Goldberg-
Baymeadows, LLC and its debtor-affiliates.

The Debtors are directed to turn over the balance of all remaining
funds in the debtor-in-possession account to Wells Fargo Bank,
N.A., c/o the state court appointed receiver, S.W. "Buddy"
Register.

Wells Fargo is trustee for the Registered Holders of TIAA Seasoned
Mortgage Trust 2007-C4, Commercial Mortgage Pass-Through
Certificates, Series 2007-C4 by: Centerline Servicing Inc., in its
capacity as special servicer pursuant to that certain pooling and
servicing agreement dated July 11, 2007.

The Debtors are also directed to pay outstanding fees to the
Office of the U.S. Trustee.

                  About Goldberg-Baymeadows, LLC

Rancho Mirage, California-based Goldberg-Baymeadows, LLC, filed
for Chapter 11 bankruptcy protection on March 2, 2010 (Bankr. M.D.
Fla. Case No. 10-01637).  Jason B. Burnett, Esq., at GrayRobinson,
P.A., served as bankruptcy counsel.  The Company disclosed
$12,651,682 in assets and $9,596,179 in liabilities as of their
bankruptcy filing.


GSC GROUP: Wins Court Permission to Auction Assets
--------------------------------------------------
Carla Main at Bloomberg News reports that GSC Group, Inc., et al.,
received authorization from the Hon. Arthur J. Gonzalez of the
U.S. Bankruptcy Court for the Southern District of New York to
auction off all or substantially all of their assets.

The assets consist primarily of the assets owned, held, or used in
the Debtors' investment management business, including debt and
equity interests in partnerships, limited liability companies and
investment vehicles to which the Debtors provide investment
management services or serve as general partner, limited partner,
member or in a similar capacity.

The deadline for submission of bids is October 22, 2010.  If one
or more qualified bids are received by the Debtors, an auction
will commence on October 26, 2010.

                          About GSC Group

Florham Park, New Jersey-based GSC Group, Inc. --
http://www.gsc.com/-- is a private equity firm specializing in
mezzanine and fund of fund investments.  It filed for Chapter 11
bankruptcy protection on August 31, 2010 (Bankr. S.D.N.Y. Case No.
10-14653).  Michael B. Solow, Esq., at Kaye Scholer LLP, assists
the Debtor in its restructuring effort.  Epiq Bankruptcy
Solutions, LLC, is the Debtor's notice and claims agent.  Capstone
Advisory Group, LLC, is the Debtor's financial advisor.  The
Debtor estimated its assets at $1 million to $10 million and debts
at $100 million to $500 million.


HENRY WILTON: Section 341(a) Meeting Scheduled for Oct. 15
----------------------------------------------------------
The U.S. Trustee for Region 4 will convene a meeting of Henry L.
Wilton's creditors on October 15, 2010, at 11:00 a.m.  The meeting
will be held at the Office of the U.S. Trustee, 701 East Broad
Street - Suite 4300, Richmond, VA 23219.

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.

Henrico, Virginia-based Henry L. Wilton filed for Chapter 11
bankruptcy protection on September 16, 2010 (Bankr. E.D. Va. Case
No. 10-36398).  Robert A. Canfield, Esq., at Canfield, Baer, &
Heller, LLP, assists the Debtor in its restructuring effort.  The
Debtor estimated its assets at $10 million to $50 million and
debts at $50 million to $100 million as of the Petition Date.


HENRY WILTON: Taps Canfield Baer as Bankruptcy Counsel
------------------------------------------------------
Henry L. Wilton asks for authorization from the U.S. Bankruptcy
Court for the Eastern District of Virginia to employ Canfield,
Baer & Heller, LLP, as bankruptcy counsel.

Canfield Baer will render general legal services to the Debtor,
including bankruptcy and restructuring, corporate, employee
benefits, employment, environmental, finance, litigation,
securities, tax assistance, and advice.

The hourly rates of Canfield Baer's personnel are:

     Robert A. Canfield                      $350
     Legal Assistants/Paralegals              $65

Robert A. Canfield, Esq., a partner and shareholder of Canfield
Baer, assures the Court that the firm is a "disinterested person"
as that term is defined in Section 101(14) of the Bankruptcy Code.

Henrico, Virginia-based Henry L. Wilton filed for Chapter 11
bankruptcy protection on September 16, 2010 (Bankr. E.D. Va. Case
No. 10-36398).  The Debtor estimated its assets at $10 million to
$50 million and debts at $50 million to $100 million as of the
Petition Date.


HERITAGE CONSOLIDATED: Court Sets Nov. 8 Claims Bar Date
--------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
granted the Heritage Consolidated, LLC, et al.'s request and set
these bar dates for filing claims in the bankruptcy cases:

  (a) November 8, 2010, as the deadline to file proofs of claim or
      interest; and

  (b) December 1, 2010, as the governmental unit claims bar
      date.

The Court also approved the Debtors' procedures for filing proofs
of claims, and the form of the bar date notice.

Heritage Consolidated LLC is a privately-held whose core
operations consist of exploration for, and acquisition,
production, and sale of, crude oil and natural gas.

Heritage Consolidated filed a Chapter 11 petition (Bankr. N.D.
Tex. Case No. 10-36484) on September 14, 2010, in Dallas, Texas.
Its affiliate, Heritage Standard Corporation, also filed for
Chapter 11 (Bankr. N.D. Tex. Case No. 10-36485).  The Debtors each
estimated assets and debts of $10 million to $50 million.  Kevin
D. McCullough, Esq., in Dallas, Texas, serves as counsel to the
Debtors.


HERITAGE CONSOLIDATED: Gets Interim Nod to Use Cash Collateral
--------------------------------------------------------------
Heritage Consolidated, LLC, et al., sought and obtained interim
authorization from the U.S. Bankruptcy Court for the Northern
District of Texas to use cash collateral until October 5, 2010.

These entities have interest in the cash collateral:

     (i) CIT Bank, CIT Capital USA Inc., as administrative agent,
         and other lenders from time to time thereto under a
         credit agreement with Consolidated.  The CIT Credit
         Agreement is a $30 million revolving credit facility with
         an initial borrowing base limit of $18 million.  The
         aggregate principal and interest amount of the advances
         currently outstanding under the CIT Credit Agreement is
         approximately $18.5 million;

    (ii) various vendors which have properly and timely asserted
         statutory liens against certain leaseholds and related
         property and equipment as a result of providing goods and
         services to the Debtors in the ordinary course of
         business; and

   (iii) HSC, as the operator under various operating agreements,
         for unpaid joint interest billings ("JIBs") arising out
         of or related to HSC's operations on behalf of
         Consolidated and other working interest owners in the
         Debtors' oil and gas properties.

Joe E. Marshall, Esq., at Munsch Hardt Kopf & Harr, P.C.,
explained that the Debtors need the money to fund their Chapter 11
case, pay suppliers and other parties.  The Debtors will use the
collateral pursuant to a budget, a copy of which is available for
free at http://bankrupt.com/misc/HERITAGE_CONSOLIDATED_budget.pdf

In exchange for using the cash collateral, the Debtors propose to
grant each holder of a valid prepetition lien replacement liens in
the same amount, validity, and priority and against the same
collateral for such holder's lien as they existed prior to the
Petition Date.

During the usage period and until a termination event, Debtors
will provide weekly reports to the prepetition lenders, executed
by the Debtors' chief restructuring officer, which set out a
reconciliation of actual cash collateral usage during the
foregoing week in comparison to the interim budget and certify
compliance with the Interim Budget.

The Debtors will segregate the cash collateral from all other
unencumbered funds, if any, and ensure that all post-petition
collections generated from the prepetition collateral likewise be
segregated as the cash collateral for use in the Debtors'
operations pursuant to the interim budget.

The Debtors will maintain adequate insurance coverage and
operational production in relation to the prepetition collateral
and timely pay all post-petition taxes assessed and royalties due
in relation to the prepetition collateral in the ordinary course
of the Debtors' businesses, thereby keeping the properties free of
liens and therefore ready to be assigned.

William T. Neary, the U.S. Trustee for Region 6, objected to the
Debtors' use of cash collateral, saying that:

     a. the proposed order contains provisions that restrict the
        Debtors or a statutory committee from carrying out their
        fiduciary duties;

     b. the agreement permits the lender to improve its
        prepetition position through a creeping roll out which
        requires the Debtors to pay their budgeted expenses,
        including prepetition interest and legal fees, out of cash
        collateral first before being allowed to use DIP proceeds;

     c. the proposed order contains recitations or stipulations of
        fact that bind parties other than the Debtors and lender;
        and

     d. the agreement prohibits any surcharges on collateral.

The Trustee asked the Court to require lender's counsel to file
any applications for fees as required under Federal Rule of
Bankruptcy 2016(a) and to make approval of fees subject to court
order after review by the Debtors, any statutory committee,
and the Trustee.

A hearing on the Debtors' request to use cash collateral will be
held on October 4, 2010, at 9:00 a.m., prevailing Central Time.

                    About Heritage Consolidated

Heritage Consolidated LLC is a privately-held whose core
operations consist of exploration for, and acquisition,
production, and sale of, crude oil and natural gas.

Heritage Consolidated filed a Chapter 11 petition (Bankr. N.D.
Tex. Case No. 10-36484) on September 14, 2010, in Dallas, Texas.
Its affiliate, Heritage Standard Corporation, also filed for
Chapter 11 (Bankr. N.D. Tex. Case No. 10-36485).  The Debtors each
estimated assets and debts of $10 million to $50 million.  Kevin
D. McCullough, Esq., in Dallas, Texas, serves as counsel to the
Debtors.


HERITAGE CONSOLIDATED: Taps Bridge as Financial Advisor
-------------------------------------------------------
Heritage Consolidated, LLC, and Heritage Standard Corporation ask
for authorization from the U.S. Bankruptcy Court for the Northern
District of Texas to employ Bridge Associates, LLC, as financial
advisor and designate Scott Pinsonnault as interim chief
restructuring officer.

Bridge Associates will, among other things:

     -- manage the Debtors' restructuring process including
        (a) developing possible restructuring plans or strategic
        alternatives for maximizing value for stakeholders, (b)
        negotiating with lenders, vendors, suppliers and other
        stakeholders in connection with a restructuring including
        with respect to interim or other financing and any
        restructuring process, and (c) managing and overseeing the
        Section 363 asset sales (if any), and (d) proposing plans
        of reorganization or liquidation;

     -- direct the cash management and treasury functions of the
        Debtors, including but not limited to development/
        maintenance of short-term weekly case use budgets,
        disbursement of cash and managing overall liquidity;

     -- assist the Debtors in developing overall strategic and
        business plans, including but not limited to analyzing
        alternative plans and exit strategies, and evaluation of
        the possible rejection of any executory contracts and
        unexpired leases; and

     -- assist in the evaluation and analysis of avoidance
        actions, including fraudulent and preferential transfers.

Mr. Pinsonnault as the CRO will manage the Debtors' day-to-day
operations and restructuring efforts, including negotiating with
parties in interest and coordinating the working group of the
Debtors' employees and external professionals who are assisting
the Debtors in their restructuring.  He will have direct control
over all of the Debtors' employees and over Bridge employees who
are providing management assistance.  He and the Engagement Staff
will also be responsible, along with Debtors' counsel, for
communicating with the Debtors' creditors and interest holders and
the Court.

The hourly rates of Bridge Associates' personnel are:

        Managing Directors                          $400-$650
        Directors Principals                        $400-$650
        Senior Consultants                          $400-$650
        Senior Associates or Consultants            $350-$475
        Associates or Consultants                   $200-$350
        Administration/Paraprofessionals             $90-$150
        David Phelps                                  $575
        Scott Pinsonnault                             $475
        Greg O'Briant                                 $425

Scott Pinsonnault, a Bridge Associates director, assures the Court
that the firm is a "disinterested person" as that term is defined
in Section 101(14) of the Bankruptcy Code.

Creditor Aquila Drilling Co., L.P., objects to the Debtors' hiring
of Bridge Associates as financial advisors and the designation of
Mr. Pinsonnault as interim CRO, saying that the retention of
Bridge Associates and Mr. Pissonnault may not be necessary given
that the remaining tasks for the firm and Mr. Pissonnault as
identified by the Debtors involve financial accounting
requirements, cash management and general oversight of the
reorganization process -- all tasks that any Chapter 11 debtor
would need to accomplish to successfully reorganize for which an
expertise is not required.

Aquila Drilling is represented by Law Offices of Mark A. Weisbart.

                    About Heritage Consolidated

Heritage Consolidated LLC is a privately-held whose core
operations consist of exploration for, and acquisition,
production, and sale of, crude oil and natural gas.

Heritage Consolidated filed a Chapter 11 petition (Bankr. N.D.
Tex. Case No. 10-36484) on September 14, 2010, in Dallas, Texas.
Its affiliate, Heritage Standard Corporation, also filed for
Chapter 11 (Bankr. N.D. Tex. Case No. 10-36485).  The Debtors each
estimated assets and debts of $10 million to $50 million.  Kevin
D. McCullough, Esq., in Dallas, Texas, serves as counsel to the
Debtors.


INSIGHT HEALTH: Posts $10.4MM Net Loss in Fiscal 2010 4th Quarter
-----------------------------------------------------------------
InSight Health Services Holdings Corp. announced Thursday its
financial results for the fourth quarter ended June 30, 2010.  The
Company reported a net loss of $10.4 million for the fiscal 2010
fourth quarter, compared to a net loss of $2.2 million for the
fiscal 2009 fourth quarter.

Adjusted EBITDA for the fourth quarter of fiscal 2010 decreased
48.7% to $5.2 million compared to $10.1 million for the prior year
period.  This decrease was primarily due to the decline in
revenues.  InSight Health defines Adjusted EBITDA as earnings
before interest expense, income taxes, depreciation and
amortization, excluding impairment of tangible and intangible
assets, gain on sales of centers, and gain on purchases of notes
payable.  Adjusted EBITDA has been included because InSight Health
believes that it is a useful tool for InSight Health and its
investors to measure the Company's ability to provide cash flows
to meet debt service, capital projects and working capital
requirements.

Revenues decreased 12.1% to $46.8 million for the three months
ended June 30, 2010, from $53.2 million for the three months ended
June 30, 2009.  Net of acquisitions and dispositions, revenues
decreased 11.0% to $45.9 million for the three months ended
June 30, 2010, from $51.7 million for the three months ended
June 30, 2009.  This decrease was due to lower contract services
revenues ($3.0 million) and lower existing patient services
centers revenues ($2.8 million).

Kip Hallman, InSight Health's President and CEO, stated, "While we
are disappointed with our sequential decline in adjusted EBITDA
from the 3rd quarter, we are pleased that scan volumes and revenue
were up slightly over our third quarter in our patient services
segment, reflecting general stability.  Our contract services
segment was also relatively stable from the 3rd to 4th quarter, as
revenue and adjusted EBITDA were down 1% and 2%, respectively.  We
were again pleased that the quarterly gap between revenue lost
from customers terminated during the past year and revenue gained
from new customers signed during the past year continued the
improvement we cited last quarter, narrowing to the smallest it
has been at any time in the past three years.  The majority of the
decline in adjusted EBITDA from the third quarter was not due to
ongoing operating results, but to $1 million in transaction costs,
severance and disposal costs associated with acquisitions,
dispositions and closures coupled with $400,000 of sales and use
tax refunds in the third quarter.  We also recorded a $300,000
increase in bad debt relating to the patient services segment."

The Company's balance sheet at June 30, 2010, showed
$140.7 million in total assets, $321.3 million in total
liabilities, and a stockholders' deficit of $180.6 million.

                       About InSight Health

Headquartered in Lake Forest, Calif., InSight Health Services
Holdings Corp. (OTC BB: ISGT) -- http://www.insighthealth.com/--
is a provider of retail and wholesale diagnostic imaging services.
The Company serves a diverse portfolio of customers, including
healthcare providers, such as hospitals and physicians, and
payors, such as managed care organizations, Medicare, Medicaid and
insurance companies, in over 30 states, including the following
targeted regional markets: California, Arizona, Texas, New
England, the Carolinas, Florida and the Mid-Atlantic states.

                          *     *     *

PricewaterhouseCoopers LLP, in Orange County, Calif., expressed
substantial doubt about the Company's ability to continue as a
going concern, following its results for the fiscal year ended
June 30, 2010.  The independent auditors noted that the Company
has suffered recurring losses from operations and has a net
capital deficiency.


INSIGHT HEALTH: May Seek Chapter 11 if Debt Isn't Restructured
--------------------------------------------------------------
InSight Health Services Holdings Corp. filed on September 24,
2010, its annual report on Form 10-K for the fiscal year ended
June 30, 2010.

PricewaterhouseCoopers LLP, in Orange County, Calif., expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
has suffered recurring losses from operations and has a net
capital deficiency.

The Company discloses that it is currently evaluating steps to
conserve its cash, including delaying or further restricting its
capital projects and sale of certain assets.  "In any event, we
have a large amount of indebtedness outstanding [$298.1 million as
of June 30, 2010] that will mature in November 2011.  We will
likely need to restructure or refinance all or a portion of our
indebtedness on or before the maturity of such indebtedness.  In
the event such steps were not successful in enabling us to meet
our liquidity needs or refinancing this indebtedness, we may need
to seek protection under Chapter 11 of the Bankruptcy Code.  We
have engaged a financial advisory firm and are working closely
with them to develop and finalize a restructuring and refinancing
plan to significantly reduce our outstanding debt and improve our
cash and liquidity position."

The Company reported a net loss of $31.1 million on $190.9 million
of revenue for fiscal 2010, compared with a net loss of
$19.0 million on $227.8 million of revenue for fiscal 2009.

The Company's balance sheet at June 30, 2010, showed
$140.7 million in total assets, $321.3 million in total
liabilities, and a stockholders' deficit of $180.6 million.

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

               http://researcharchives.com/t/s?6ba9

                       About InSight Health

Headquartered in Lake Forest, Calif., InSight Health Services
Holdings Corp. (OTC BB: ISGT) -- http://www.insighthealth.com/--
is a provider of retail and wholesale diagnostic imaging services.
The Company serves a diverse portfolio of customers, including
healthcare providers, such as hospitals and physicians, and
payors, such as managed care organizations, Medicare, Medicaid and
insurance companies, in over 30 states, including the following
targeted regional markets: California, Arizona, Texas, New
England, the Carolinas, Florida and the Mid-Atlantic states.


KEARNEY FERTILIZER: Case Summary & 3 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Kearney Fertilizer, Inc.
        P.O. Box 190
        Benton, IL 62812

Bankruptcy Case No.: 10-41441

Chapter 11 Petition Date: September 23, 2010

Court: United States Bankruptcy Court
       Southern District of Illinois (Benton)

Judge: Laura K. Grandy

Debtor's Counsel: Keith D. Price, Esq.
                  SANBERG PHOENIX AND GOUTARD
                  600 Washington Ave., 15th floor
                  St Louis, MO 63101
                  Tel: (314) 231-3332
                  Fax: (314) 241-7604
                  E-mail: kprice@spvg.com

Scheduled Assets: $3,092,587

Scheduled Debts: $2,543,414

A list of the Company's three largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/ilsb10-41441.pdf

The petition was signed by Michael Kearney, president.


KENNETH NISSLEY: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Joint Debtors: Kenneth J. Nissley
               Terri Nissley
               12063 Old Stone Dr
               Indianapolis, IN 46236

Bankruptcy Case No.: 10-14372

Chapter 11 Petition Date: September 23, 2010

Court: United States Bankruptcy Court
       Southern District of Indiana (Indianapolis)

Judge: Basil H. Lorch III

Debtor's Counsel: Briane M. House, Esq.
                  NORRIS CHOPLIN & SCHROEDER, LLP
                  101 West Ohio Street, Suite 900
                  Indianapolis, IN 46204-4213
                  Tel: (317) 269-9330

Scheduled Assets: $246,875

Scheduled Debts: $2,204,585

A list of the Joint Debtors' 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/insb10-14372.pdf


LAKE AT LAS VEGAS: Deutsche Bank Taps Dolce to Run Ritz Hotel
-------------------------------------------------------------
Kris Hudson, writing for The Wall Street Journal, reports that
lender Deutsche Bank AG, which foreclosed on the 349-room former
Ritz-Carlton Lake Las Vegas resort in 2009 and closed it in May,
has hired Dolce Hotels and Resorts to manage the hotel and reopen
it in early 2011 as a slightly less expensive venue.

The Journal reports that the transition will shift the hotel to a
four-star property under the Dolce brand from Ritz's five-star
category.  According to the report, Deutsche and Ritz, a unit of
Marriott International Inc., mutually agreed earlier this year to
end Ritz's management of the property, a person familiar with the
talks said.

"The benefit of being in a four-star arena is you can really push
up the service or push it down and keep your cost structure in
line," said Steve Rudnitsky, president and chief executive of
Dolce, which manages 27 hotels globally, according to the Journal.
Dolce is mostly owned by Broadreach Capital Partners.

Dolce's arrival could help Lake Las Vegas' former Ritz property
due to Dolce's expertise in luring conferences and business
groups, said Bruce Baltin, a senior vice president with hotel-
industry consultant Colliers PKF Consulting in Los Angeles,
according to the Journal.

The larger Lake Las Vegas development, which includes three 18-
hole golf courses, a small casino that closed this year and 1,700
homes and condominiums, sought Chapter 11 bankruptcy protection in
2009 after its developers defaulted on a $540 million loan.
Deutsche foreclosed on the Ritz after it defaulted on a $103
million mortgage.

                    About Lake Las Vegas

Headquartered in Henderson, Nevada, Lake at Las Vegas Joint
Venture, LLC and 14 of its debtor-affiliates --
http://www.lakelasvegas.com/-- owned and developed the 3,592-acre
residential and resort destination Lake Las Vegas Resort in Las
Vegas, Nevada.

The Debtors filed separate petitions for Chapter 11 relief on
July 17, 2008 (Bankr. D. Nev. Lead Case No. 08-17814).  Lake at
Las Vegas Joint Venture, LLC, estimated of $100 million to $500
million, and debts of $500 million to $1.0 billion in its Chapter
11 petition.  Courtney E. Pozmantier, Esq., Martin R. Barash,
Esq., at Klee, Tuchin, Bogdanoff & Stern LLP, Jason D. Smith,
Esq., at Santoro, Driggs, Walch, Kearney, Holley & Thompson,
Jeanette E. McPherson, Esq., Lenard E. Schwartzer, Esq., at
Schwartzer & McPherson Law Firm, represented the Debtors as
counsel.  Kaaran E. Thomas, Esq., Ryan J. Works, Esq., at McDonald
Carano Wilson LLP, represented the Official Committee of Unsecured
Creditors as counsel.

Lake Las Vegas emerged from Chapter 11 bankruptcy protection in
July 2010.


LARRY ARRASMITH: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Larry W. Arrasmith
        7414 Taylor Mill Rd.
        Maysville, KY 41056

Bankruptcy Case No.: 10-22588

Chapter 11 Petition Date: September 24, 2010

Court: United States Bankruptcy Court
       Eastern District of Kentucky (Covington)

Debtor's Counsel: Matthew T. Sanning, Esq.
                  224 Main Street
                  Augusta, KY 41002
                  Tel: (606) 756-2066
                  E-mail: mattsanning@windstream.net

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

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

A list of the Debtor's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/kyeb10-22588.pdf


LEVI STRAUSS: Selects Three to Newly Created Executive Positions
----------------------------------------------------------------
Levi Strauss & Co. has appointed Robert Hanson, Aaron Boey, and
Jim Calhoun to newly created positions to better align the
company's brands and to meet the rapidly changing needs of global
consumers.  These leaders will have global responsibility for all
product, marketing and business operations for the company's
global brands: Levi's, Dockers and the recently launched Denizen.

"We believe global brand leadership is the most effective way to
deepen our connections with consumers, respond to changing tastes
and attitudes, and grow in an increasingly dynamic international
marketplace," said John Anderson, President & CEO of LS&Co.  "We
are taking a disciplined approach to become more consumer-focused
and responsive, and more consistent in our brand presentation and
retail experiences around the world.  These steps are part of our
strategic plan to enhance the way we serve our consumers, advance
our growth, and improve our financial performance.  On the heels
of the successful launches of our global Denizen brand and the
popular new Levi's Curve ID jeans for women, these appointments
will help us capitalize on the strength of our brands."

Effective immediately, Robert Hanson, formerly Senior Vice
President and President, Levi Strauss Americas, is now President,
Global Levi's; Aaron Boey, formerly President, Levi Strauss Asia
Pacific, is President, Global Denizen; and Jim Calhoun, formerly
President and Commercial General Manager, Dockers, is President,
Global Dockers.  All three global Presidents will report directly
to John Anderson.

"Each of these executives has an impressive track record at Levi
Strauss & Co., demonstrating strong strategic leadership, deep
consumer and market insights and finely tuned operating skills,"
said Mr. Anderson.  "Robert's extensive knowledge of the apparel
industry and the Levi's brand coupled with his proven ability to
execute make him well suited to extend the brand across our global
markets.  Aaron knows the Denizen brand and understands emerging
markets, which are key to the brand's future success.  And Jim is
effectively leading the turnaround efforts of our Dockers brand
and is well equipped to see those efforts through and to identify
new areas of growth.  We believe this is the right team to take
our brands to the next level."

With these appointments, the company's Worldwide Leadership Team
now consists of John Anderson, President & Chief Executive
Officer; Blake Jorgensen, Chief Financial Officer; Tom Peck, Chief
Information Officer; Cathy Unruh, Chief Human Resources Officer;
David Love, Chief Supply Chain Officer; Larry Ruff, Chief Strategy
Officer; Jill Nash, Chief Communications Officer; and Robert
Hanson, Aaron Boey, and Jim Calhoun in their new roles.

As part of this transformation, Armin Broger, President of Levi
Strauss Europe, Middle East and Africa will be leaving the Company
as of November 28, 2010.  "We are grateful for Armin's dedication,
innovation and strategic leadership over the years, particularly
his work in establishing our global premium Levi's XX division and
the Levi's Footwear and Accessories business," said Mr. Anderson.

                     About Levi Strauss & Co.

Headquartered in San Francisco, California, Levi Strauss & Co. --
http://www.levistrauss.com/-- is one of the world's leading
branded apparel companies.  The Company designs and markets jeans,
casual and dress pants, tops, jackets and related accessories, for
men, women and children under the Levi's(R), Dockers(R) and
Signature by Levi Strauss & Co.(TM).  The Company markets its
products in three geographic regions: Americas, Europe, and Asia
Pacific.

As of February 28, 2010, the Company's balance sheet showed total
assets of $2.9 billion, and total liabilities of $3.1 billion,
and a stockholders' deficit of $265,455,000.

                           *     *     *

The Company carries a 'B+' corporate credit rating from Standard &
Poor's, a 'B1' corporate family rating from Moody's Investors
Service and a 'BB-' issuer default rating from Fitch Ratings.


LIFEMASTERS SUPPORTED: Plan Outline Hearing Continued Until Dec. 9
------------------------------------------------------------------
The Hon. Erithe A. Smith of the U.S. Bankruptcy Court for the
Central District of California has continued until December 9,
2010, at 10:30 a.m., the hearing to consider adequacy of the
Disclosure Statement explaining the proposed Plan of
Reorganization for LifeMasters Supported SelfCare, Inc.

The Court approved a stipulation between the Debtors and the
Official Committee of Unsecured Creditors that provides for:

   -- the continuation of the Disclosure Statement hearing
      scheduled on September 2; and

   -- the Committee provided with the standing of the estate to
      pursue avoidance causes of action on behalf of the estate.

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

The Plan proponents are the Debtor and Committee.

As reported in the Troubled Company Reporter on April 30, the Plan
will be funded entirely by the estate funds and any recovery of
funds obtained from the pursuit of any avoidance causes of action,
including the lawsuit against defendants.

Secured claims will be paid in full out of the estate funds or by
setoff against deposit.

Priority claims will be paid in full out of the estate funds.

General unsecured claims amounting to $128,670 will be paid from
the remaining estate funds on a pro rata basis.  The Debtor
estimates that holders of Class 3 allowed claims will receive a
distribution of 8.9% if the $108 million in claims asserted by
Center for Medicare and Medicaid Services are allowed in full and
will receive a distribution of 100% if the claims asserted by CMS
are allowed in the amount of $5.5 million or less.

Equity interests will be paid from the remaining estate funds on a
pro rata basis.

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

               About LifeMasters Supported SelfCare

Irvine, California-based LifeMasters Supported SelfCare, Inc. --
http://www.lifemasters.com/-- is a disease management and health
improvement company with more than 15 years of experience working
with employers, insurers, hospitals and physicians to lower costs
and improve patient satisfaction with the healthcare system.
LifeMasters is accredited by the National Committee for Quality
Assurance (NCQA) and URAC.

The Company filed for Chapter 11 on Sept. 14, 2009 (Bankr. C. D.
Calif. Case No. 09-19722).  Levene, Neale, Bender, Rankin & Brill
L.L.P. serves as the Debtor's bankruptcy counsel.  The Debtor
estimated its assets and debts at $10 million to $50 million.


LODGENET INTERACTIVE: Par Investment Amasses 18.65% Stake
---------------------------------------------------------
PAR Investment Partners, L.P., PAR Group, L.P., and PAR Capital
Management, Inc., disclosed that they may be deemed to own in the
aggregate 5,098,677 shares of common stock, $0.01 par value -- or
roughly 18.65% -- of LodgeNet Interactive Corporation.

According to the Troubled Company Reporter, Par Investment
disclosed acquiring 4,759,927 LodgeNet Interactive shares on
August 25, 2010.

At August 3, 2010, there were 25,088,164 shares outstanding of the
Company's common stock, $0.01 par value.

PAR Group, L.P., is the general partner of PIP.  PAR Group
disclaims beneficial ownership of these securities except to the
extent of the pecuniary interest, if any, in such securities as a
result of PAR Group's general partner interest in PIP and
contingent right to receive a performance-based advisory fee.

PAR Capital Management, Inc., is the general partner of PAR Group
which is the general partner of PIP.  PCM disclaims beneficial
ownership of these securities except to the extent of the
pecuniary interest, if any, in such securities as a result of
PCM's general partner interest in PAR Group.

                    About LodgeNet Interactive

Sioux Falls, South Dakota-based LodgeNet Interactive Corporation
(Nasdaq:LNET) -- http://www.lodgenet.com/-- provides media and
connectivity solutions designed to meet the unique needs of
hospitality, healthcare and other guest-based businesses.
LodgeNet Interactive serves more than 1.9 million hotel rooms
worldwide in addition to healthcare facilities throughout the
United States.  The Company's services include: Interactive
Television Solutions, Broadband Internet Solutions, Content
Solutions, Professional Solutions and Advertising Media Solutions.
LodgeNet Interactive Corporation owns and operates businesses
under the industry leading brands: LodgeNet, LodgeNetRX, and The
Hotel Networks.

The Company's balance sheet at June 30, 2010, showed
$466.45 million in total assets, $522.34 million in total
liabilities, and a stockholders' deficit of $55.89 million.

                          *     *     *

As reported by the Troubled Company Reporter on June 21, 2010,
Standard & Poor's Ratings Services affirmed its ratings on Sioux
Falls, S.D.-based LodgeNet Interactive, including the 'B-'
corporate credit rating.  At the same time, S&P revised the rating
outlook to positive from stable.


MCA MEDIA: In Wind-Down Mode; BCI Has $6MM Exposure
---------------------------------------------------
MCA Media LLC said they are in a "wind-down mode" effective
September 20, 2010, wrdr.com reports.

According to wrdr.com, MCA Media, which has been in operation for
a few short months, said their current financial condition and
prospects have sent them into the wind-down mode.  The report
relates the Company said they cannot estimate whether their
liquidation will be enough to satisfy the initial start-up and
equipment loans from Business Carolina Inc.  The BCI claims amount
to around $6 million.

The Company cited the May 2010 electrical fire at the Graniteville
plant as one of the reasons for the financial difficulties.  Other
factors are the economy and high material costs.

MCA anticipate dissolving the company in South Carolina at the end
of the liquidation process, the report adds.

Based in South Carolina, MCA Media LLC provides communications
services.


MCP ONTARIO: First Regional Has $8.9-Mil. Exposure
--------------------------------------------------
MCP Ontario Festival LLC filed for Chapter 11 protection in Santa
Ana, California (Bankr. C.D. Calif. Case No. 10-23351) on
September 22, 2010.

MCP Ontario is a Newport Beach, California-based real estate
company.  The Debtor stated assets of $8,126,400 and debts of
$31,060,521 in its schedules.  MCP Ontario disclosed real property
assets valued at $8.1 million, secured claims of $25.4 million,
and unsecured nonpriority claims of $5.6 million.  The Debtor has
properties in Ontario and Yucaipa, California.

First Regional Bank has $8.9 million in claims, with $8 million
secured.

Cory J. Briggs, Esq., in Upland, California, serves as counsel to
the Debtor.


MONEYGRAM INT'L: Moves Global Corporate Headquarters to Dallas
--------------------------------------------------------------
MoneyGram International said it will move its corporate
headquarters to Dallas, Texas, from Minneapolis, Minnesota.  The
move is part of the company's global initiative to reduce costs,
streamline its global operations and position the company for
long-term success.

The headquarters relocation will be effective Nov. 1, 2010, and
will initially involve about 75 positions, growing to about 150
positions by mid-2012.  MoneyGram has approximately 2,600 global
employees based primarily in 23 offices around the world.

"MoneyGram is a growing, global company with customers and
operations around the world.  We have a new management team in
place, thus the time is right to realign our operations and create
a new beginning," said Pamela H. Patsley, MoneyGram chairman and
CEO.

MoneyGram's business is already well-rooted in Texas as it is a
top-10 U.S. money transfer market for the company, and ranks
second in number of MoneyGram locations in the United States.  The
state is home to more than 3,350 MoneyGram agent locations and
with its proximity to Latin America, a key remittance region,
Texas is an important hub for MoneyGram.

The Dallas area is the fourth largest metropolitan city in the
United States. It is a growing international business center and
home to one of the largest communities of global companies.
Dallas is home to 24 businesses that were named Fortune 500
companies.  Moreover, the DFW airport is the third largest in the
U.S. and one of the top six in the world.  With customers, agents
and operations in all 50 U.S. states and 190 countries, air travel
to and from Dallas will be convenient, efficient and cost
effective.

"Nearly 10 percent of our agent locations in the U.S. are in
Texas. Locating the company's headquarters in Dallas provides us
with important access to agents, customers and the growing Latin
America market, as well as multi-lingual employees with global
experience," added Ms. Patsley.

"We are pleased that MoneyGram International, a large, multi-
national company, has decided to call Dallas home," said Dallas
Mayor Tom Leppert.  "We work hard to position the city and our
great state as a good place to do business and to grow business
globally.  We trust MoneyGram will feel right at home with the
other global corporate citizens in Dallas."

"The actions we are undertaking will strengthen our competitive
posture, make us a more efficient, global company and position the
business for long-term, profitable growth," said Ms. Patsley.
"Minneapolis is a great city and it's been a good home for
MoneyGram for many years.  It will continue to serve as a center
of technology and operations excellence for MoneyGram."

                   About Moneygram International

MoneyGram International, Inc. (NYSE: MGI) --
http://www.moneygram.com/-- is a leading global payment services
company.  The Company's major products and services include global
money transfers, money orders and payment processing solutions for
financial institutions and retail customers.  MoneyGram is a New
York Stock Exchange listed company with 203,000 global money
transfer agent locations in 191 countries and territories.

The Company's balance sheet as of June 30, 2010, showed
$5.461 billion in total assets, $5.450 billion in total
liabilities, $929.2 million in total mezzanine equity, and a
stockholders' deficit of $918.0 million.

                          *     *     *

According to the Troubled Company Reporter on July 1, 2010, Fitch
Ratings has affirmed the Issuer Default Ratings for MoneyGram
International Inc. and MoneyGram Payment Systems Worldwide, Inc.,
at 'B+'.  Outlook is stable.  Fitch noted that the ratings could
be negatively impacted by further declines in remittance volumes
driven by macro economic factors or decreases in migrant labor
populations worldwide.


MORGANS HOTEL: Amends Clift Long-Term Ground Lease
--------------------------------------------------
Morgans Hotel Group Co. successfully reached an amendment to the
long-term ground lease underlying Clift in San Francisco, which a
subsidiary of MHG operates.

The amendment effectively reduces annual lease payments to $4.97
million for a two-year period which began retroactively on March
1, 2010. In March 2012 and subsequently, the payment schedule will
continue as stated in the lease agreement, which currently is
approximately $6.0 million per year increasing in the future based
on the Consumer Price Index.  The lease will remain non-recourse
to MHG.  This amendment settles all claims related to litigation
filed earlier this year.

"We would like to thank our landlord for supporting us and working
with us on this lease amendment, which we believe is in the
interest of all parties.  We look forward to continuing to operate
Clift, a high-quality hotel and an important part of our
portfolio, which is further strengthened by an outstanding
operating team.  We anticipate that the new agreement will provide
the necessary financial relief to allow us to successfully operate
the hotel as market conditions improve," said Marc Gordon,
President of Morgans Hotel Group.

Clift has 372 guestrooms and suites designed by Philippe Starck.
Clift is located in the heart of San Francisco's Union Square
district, within walking distance of San Francisco's central
retail, dining, cultural and business activities.  The hotel
features the iconic Redwood Room, a paneled San Francisco landmark
and the recently opened Velvet Room, a multi-purpose and unique
venue for eating, drinking and entertaining for corporate meetings
and select nightlife events, while offering breakfast, lunch and
dinner daily.

                     About Morgans Hotel Group

Based in New York, Morgans Hotel Group Co. (Nasdaq: MHGC) --
http://www.morganshotelgroup.com/-- is widely credited as the
creator of the first "boutique" hotel and a continuing leader of
the hotel industry's boutique sector.  Morgans Hotel Group
operates and owns, or has an ownership interest in, Morgans,
Royalton and Hudson in New York, Delano and Shore Club in South
Beach, Mondrian in Los Angeles and South Beach, Clift in San
Francisco, Ames in Boston, and Sanderson and St Martins Lane in
London.  Morgans Hotel Group and an equity partner also own the
Hard Rock Hotel & Casino in Las Vegas and related assets. Morgans
Hotel Group also manages hotels in Isla Verde, Puerto Rico and
Playa del Carmen, Mexico.  Morgans Hotel Group has other property
transactions in various stages of completion, including projects
in SoHo, New York and Palm Springs, California.

Morgans Hotel reported total assets of $774.4 million, total
liabilities of $778.6 million and non-controlling interest of
$12.7 million, and a total deficit of $4.2 million as of June 30,
2010.

Morgans Hotel's forbearance agreements with the lenders which hold
the mortgage loans secured by its Hudson and Mondrian Los Angeles
hotels have been extended until October 12, 2010.  The loans are
comprised of a $217.0 million first mortgage secured by the Hudson
and a $120.5 million first mortgage loan secured by the Mondrian
Los Angeles.


MOTELS OF NOBLESVILLE: Case Summary & 17 Largest Unsec Creditors
----------------------------------------------------------------
Debtor: Motels of Noblesville, LLP
          dba Fairfield Inn & Suites
        1220 Brookville Way
        Indianapolis, IN 46239

Bankruptcy Case No.: 10-14426

Chapter 11 Petition Date: September 24, 2010

Court: United States Bankruptcy Court
       Southern District of Indiana (Indianapolis)

Judge: Basil H. Lorch III

Debtor's Counsel: David R. Krebs, Esq.
                  Elizabeth N. Hahn, Esq.
                  HOSTETLER & KOWALIK P.C.
                  101 W. Ohio St. Suite 2100
                  Indianapolis, IN 46204
                  Tel: (317) 262-1001
                  Fax: (317) 262-1010
                  E-mail: dkrebs@hklawfirm.com
                          ehahn@hklawfirm.com

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

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

A list of the Company's 17 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/insb10-14426.pdf

The petition was signed by Sanjay N. Patel, partner.


MUSICLAND HOLDINGS: Court Did Not Allow Amended Complaint
---------------------------------------------------------
The United States Bankruptcy Court for the Southern District of
New York denied the request of the Responsible Person of Musicland
Holding Corp., et al., to amend his complaint against Best Buy
Co., Inc.  The request seeks to add two new claims relating to a
Settlement and Limited Release Agreement, dated November 23, 2004,
among Best Buy Enterprises Services, Inc., Musicland Holding and
their affiliates.

Judge Stuart M. Bernstein opined that the two new Release Claims
do not relate back to the Transfer Claims asserted in the Amended
Complaint.  He explained that the Amended Complaint concerned
transfers that had occurred during the second quarter of 2003 and
aggregated $145 million, while the proposed new claims are based
on a release that was delivered in November 2004.

The case is The Responsible Person of Musicland Holding Corp., et
al. v. Best Buy Co., Inc., et al., Adv. Proc. No. 08-1023 (Bankr.
S.D.N.Y.), and a copy of Judge Bernstein's Opinion and Order dated
September 16, 2010, is available at:

     http://www.leagle.com/unsecure/page.htm?shortname=inbco20100916688

The Plaintiff is represented by:

          Mark T. Power, Esq.
          HAHN & HESSEN LLP
          488 Madison Avenue
          New York, NY 10022
          Telephone: (212) 478-7350
          E-mail: mpower@hahnhessen.com

The Defendants are represented by:

          Susan F. Balaschak, Esq.
          AKERMAN SENTERFITT LLP
          335 Madison Avenue, 26th Floor
          New York, NY 10017
          Telephone: (212) 880-3800
          Facsimile: (212) 880-8965
          E-mail: susan.balaschak@akerman.com

               - and -

          Douglas E. Spelfogel, Esq.
          FOLEY & LARDNER LLP
          New York, NY
          Telephone: (212) 338.3566
          E-mail: dspelfogel@foley.com

               - and -

          Elliot S. Kaplan, Esq.,
          ROBINS, KAPLAN, MILLER & CIRESI LLP
          800 LaSalle Avenue
          2800 LaSalle Plaza
          Minneapolis, MN 55402
          Telephone: (612) 349.8500
          Toll Free: 1.800.553.9910
          Facsimile: (612) 339.4181
          E-mail: eskaplan@rkmc.com

                   About Musicland Holding

Based in New York, Musicland Holding Corp., is a specialty
retailer of music, movies and entertainment-related products.  The
Debtor and 14 of its affiliates filed for chapter 11 protection on
Jan. 12, 2006 (Bankr. S.D.N.Y. Lead Case No. 06-10064).  Kirkland
& Ellis represented the Debtors in their restructuring efforts.
Hahn & Hessen LLP, represented the Official Committee of Unsecured
Creditors.  At March 31, 2007, the Debtors disclosed $20,121,000
in total assets and $321,546,000 in total liabilities.

On May 12, 2006, the Debtors filed their Joint Plan of
Liquidation.  On Sept. 14, 2006, they filed an amended Plan and a
Second Amended Plan on Oct. 13, 2006.  The Bankruptcy Court
approved the adequacy of the Amended Disclosure Statement on
Oct. 13, 2006.  The Debtor's Second Amended Joint Plan of
Liquidation was declared effective as of Jan. 30, 2008.


NUTRITION 21: J.H. Cohn LLP Raises Going Concern Doubt
------------------------------------------------------
Nutrition 21, Inc., filed on September 22, 2010, its annual report
on Form 10-K for the fiscal year ended June 30, 2010.

J.H. Cohn LLP, in Roseland, N.J., expressed substantial doubt
about the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has incurred
significant recurring losses, has relied on financing activities
to supplement cash from operations and has an accumulated deficit
of $132.8 million at June 30, 2010.  In addition, in
September 2011, the Company's Series J Convertible Preferred Stock
must be redeemed for approximately $17.8 million.

The Company reported a net loss of $3.7 million on $8.8 million of
revenue for fiscal 2010, compared to a net loss of $20.8 million
on $7.7 million of revenue for fiscal 2009.

The Company's balance sheet at June 30, 2010, showed $4.0 million
in total assets, $17.1 million in total liabilities, and a
stockholders' deficit of $13.1 million.

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

               http://researcharchives.com/t/s?6ba8

                        About Nutrition 21

Purchase, N.Y.-based Nutrition 21, Inc. --
http://www.nutrition21.com/-- is a nutritional bioscience company
that primarily develops and markets raw materials, formulations,
compounds, blends and bulk and other materials to third-party non-
end users to be further fabricated, blended or packaged for
ultimate sales to end-users as nutritional supplements or
otherwise.  The Company holds more than 30 patents for nutrition
products and their uses.


OVERLAND STORAGE: Recurring Losses Prompt Going Concern Doubt
-------------------------------------------------------------
Overland Storage, Inc., filed on September 24, 2010, its annual
report on Form 10-K for the fiscal year ended June 30, 2010.

Moss Adams LLP, in San Diego, Calif., expressed substantial doubt
about the Company's ability to continue as a going concern.  The
independent auditors noted of the Company's recurring losses and
negative operating cash flows.

The Company reported a net loss of $13.0 million on $77.7 million
of revenue for fiscal 2010, compared with a net loss of
$18.0 million on $105.6 million of revenue for fiscal 2009.

The Company's balance sheet at June 30, 2010, showed $44.3 million
in total assets, $41.6 million in total liabilities, and
stockholders' equity of $2.7 million.

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

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

                      About Overland Storage

San Diego, Calif.-based Overland Storage, Inc. (Nasdaq: OVRL) --
http://www.overlandstorage.com/-- is a global provider of data
management and data protection solutions across the data
lifecycle.  By providing an integrated range of technologies and
services for primary, nearline, offline, archival and cloud data
storage, Overland makes it easy and cost effective to manage
different tiers of information over time.


PARK AT BRIARCLIFF: Reorganization Case Converted to Chapter 7
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia
converted the Chapter 11 case of Park at Briarcliff, Inc., to one
under Chapter 7 of the Bankruptcy Code.

Decatur, Georgia-based Park at Briarcliff, Inc., filed for Chapter
11 bankruptcy protection on February 2, 2010 (Bankr. N.D. Ga. Case
No. 10-63241).  John A. Moore, Esq., at The Moore Law Group, LLC,
assisted the Debtor in its restructuring effort.  The Debtor
disclosed $45,497,509 in assets and $37,534,534 in liabilities as
of the Petition Date.


PERSICO CONTRACTING: Involuntary Reorganization Case Dismissed
--------------------------------------------------------------
The Hon. Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York dismissed the involuntary Chapter 11
case filed against Persico Contracting & Trucking, Inc.

Creditors Pavers and Road Builders, et al., filed for involuntary
Chapter 11 for White Plains, New York-based Persico Contracting &
Trucking, Inc. on April 16, 2010 (Bankr. S.D.N.Y. Case No. 10-
22736).  Marc A. Tenenbaum, Esq. at Virginia & Ambinder, LLP,
represented the petitioners.




PINNACLE RESOURCE: Case Summary & 3 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Pinnacle Resource Group, LLC
        6401 Carmel Road
        Charlotte, NC 28226

Bankruptcy Case No.: 10-32793

Chapter 11 Petition Date: September 24, 2010

Court: United States Bankruptcy Court
       Western District of North Carolina (Charlotte)

Judge: J. Craig Whitley

Debtor's Counsel: James H. Henderson, Esq.
                  JAMES H. HENDERSON, P.C.
                  1201 Harding Place
                  Charlotte, NC 28204-2248
                  Tel: (704) 333-3444
                  Fax: (704) 333-5003
                  E-mail: henderson@title11.com

Estimated Assets: $0 to $50,000

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

A list of the Company's three largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/ncwb10-32793.pdf

The petition was signed by Howard M. Nifong, Jr., manager.


PRINCETON COMMUNITY: Moody's Keeps 'Ba3' Rating on $37 Mil. Notes
-----------------------------------------------------------------
Moody's Investors Service has affirmed the Ba3 bond rating
assigned to Princeton Community Hospital.  The rating applies to
$37.0 million of outstanding rated debt issued by the City of
Princeton, WV.  The rating outlook remains stable.

Legal Security: The bonds are secured by a pledge of gross
revenues of Princeton Community Hospital.

Interest Rate Derivatives: None

                            Strengths

* A leading 50% market share in Mercer County, WV

* Improved operating results in fiscal year 2010 largely due
  to operating expense declines exceeding revenue declines (2.9%
  operating margin and 9.5% operating cash flow margin based on
  unaudited FY 2010 financial statements)

* Growth in unrestricted cash and investments to approximately
  $35.4 million as of fiscal year end June 30, 2010
  resulting in stronger liquidity measures (119 days cash on hand
  and 85% cash-to-debt)

* Maintenance of favorable leverage measures (Moody's adjusted
  maximum annual debt service coverage of 3.29 and 3.18 times
  adjusted debt-to-cash flow)

* Conservative debt structure with all fixed rate debt and no
  interest rate derivatives

* No unionized staff given city-owned public hospital status

                            Challenges

* Total operating revenues contracted by 2.9% in FY 2010 due to
  sizable inpatient and outpatient volume declines

* Despite improved and elevated trend line of operating
  performance and strengthened balance sheet metrics over the last
  several years, financial performance exhibits some variability

* Hospital serves high Medicare (45%) and Medicaid (18%)
  population (combined represents 63% of gross revenues in FY 2010

* Weak service area demographics characterized by declining
  population (2.3% decline from 2000 to 2008) and low median
  income levels compared to state and national levels

                    Recent Developments/Results

Princeton Community Hospital posted improved operating results in
FY 2010 (based on unaudited financial statements) with operating
income of $3.4 million (2.9% margin) from $2.5 million (2.0%
margin) in FY 2008.  Operating cash flow grew to a favorable
$11.2 million (9.5% margin) from $10.1 million (8.3% margin) in FY
2009.  The improvement in performance is largely attributable to
operating expense declines exceeding revenue contraction.  Total
operating revenues contracted by nearly 3.0% as a result of very
weak volume trends observed in the service area similar to other
providers across the state.  Combined inpatient admissions and
observation stays were down 2.8% and outpatient surgeries were
down a material 11.3%.  However, newborn admissions continued to
trend upwards with a growth of 3.0%.  Management attributes the
volume declines to unfavorable winter weather conditions, a mild
flu season, and the weak economy.  Total operating expenses,
however were down by a higher 4.1% from overall lower utilization
and resource consumption, reduction in length of stay from a
combination of case management and lower acuity (Medicare case mix
index declined to 1.36 in FY 2010 from 1.44 in the prior year),
and monitoring and flexing staffing levels given volume trends.
Management is expecting inpatient admissions to increase by a
favorable 17% in FY 2011 primarily psychiatric admissions
following the opening of the Psychiatric Pavilion in early 2010
(discussed below) and recent recruitment of another psychiatrist
to support the service.

Due to increased cash flow generation in FY 2010, debt coverage
measures improved to service an all fixed rate and relatively low
debt load (measured by 35% total debt-to-operating revenues).
Moody's adjusted maximum annual debt service coverage improved to
a good 3.29 times and adjusted debt-to-cash flow measured a
manageable 3.18 times from 2.94 and 3.80 times, respectively in FY
2009.

PCH has maintained a relatively stable cash position over the past
three years through FY 2009.  As of fiscal year end June 30, 2010,
unrestricted cash and investments grew to $35.4 million due to
improved operations and investment gains, resulting in strong 119
days cash on hand from $27.6 million (89 days) at FYE 2009.  Cash-
to-debt improved to 85% at FYE 2010 from 71% from the prior year.
PCH's unrestricted cash and investments is currently invested 80%
in fixed income securities and cash and the remaining 20% is
invested in equities with all investments able to be liquidated
within 30 days.

Capital spending has been modest with spending less than one times
depreciation over the past several years.  In FY 2010, spending
increased to about $7.5 million up from $4.4 million in FY 2009.
Large portion of the capital spending was on the conversion of the
former St. Luke's Hospital facility in Bluefield, WV to a 95-bed
Psychiatric Pavilion which opened on March 1, 2010.  The total
cost of the project was approximately $6.1 million of which
$5 million was financed with a BB&T Bank Loan amortized over 20
years issued by PCH and the rest was paid with cash.  PCH entered
into a management agreement with Diamond Healthcare Corporation, a
management and consulting company specialized in behavioral
health, to oversee the operations of the facility and will share
50% of the profits of the facility.  PCH's capital budget for FY
2011 is a lower $6.0 million of which $2.5 million will be spent
on information technology upgrades for electronic medical record
installation.

PCH is located in the City of Princeton in southern West Virginia
approximately nine miles from the Virginia border.  The primary
service area encompasses Mercer, McDowell, and Monroe County,
where PCH maintains 50%, 20%, and 19% market share.  PCH's primary
competitor in the region is 265-bed Bluefield Regional Medical
Center, located 20 miles away in Bluefield, WV.  PCH also
experiences out migration to tertiary providers in Charleston, WV,
and Roanoke, VA, for select services.  The service area exhibits
weak demographics characterized by declining population growth,
low median income levels compared to state and national levels and
high Medicare and Medicaid populations (combined represent 63% of
gross revenues).

                              Outlook

The stable outlook reflects improved operating performance and
strengthening of balance sheet measures and the expectation PCH
will be able to grow revenues and continue to improve operating
performance in order to maintain favorable liquidity and debt
service coverage measures.

                What could change the rating -- Up

Growth and stability in inpatient and outpatient volume trends
resulting in strong revenue growth; continued improvement in
operating performance and ability to sustain improved levels for
multiple years; improved and maintenance of favorable liquidity
and leverage measures

               What could change the rating -- Down

Continued volume and revenue declines; material decline in
operating performance; deterioration in liquidity; increase in
debt without commensurate increase in cash and operating cash
flow; loss in market share

                          Key Indicators

Assumptions & Adjustments:

  -- Based on financial statements for Princeton Community
     Hospital Association, Inc., Subsidiary, and Affiliate

  -- First number reflects audit year ended June 30, 2009

  -- Second number reflects unaudited management prepared fiscal
     year end June 30, 2010

  -- Investment returns normalized at 6% unless otherwise noted

  -- Provision for bad debts of $7.1 million in FY 2009 and
     $7.7 million in unaudited FY 2010 has been reclassified from
     revenue contractual to operating expenses

* Inpatient admissions: 8,010, 7,465

* Total operating revenues: $120.7 million; $117.3 million

* Moody's-adjusted net revenue available for debt service:
  $12.7 million; $14.2 million

* Total debt outstanding: $38.9 million; $41.5 million

* Maximum annual debt service (MADS): $4.3 million; $4.3 million

* MADS Coverage with reported investment income: 2.37 times; 3.33
  times

* Moody's-adjusted MADS Coverage with normalized investment
  income: 2.94 times; 3.29 times

* Debt-to-cash flow: 3.80 times; 3.18 times

* Days cash on hand: 89 days; 119 days

* Cash-to-debt: 71%; 85%

* Operating margin: 2.0%; 2.9%

* Operating cash flow margin: 8.3%; 9.5%

Rated Debt (debt outstanding as of June 30, 2010):

  -- Series 1993 fixed rate revenue bonds ($4.7 million
     outstanding) rated Ba3

  -- Series 1999 fixed rate revenue bonds ($32.3 million
     outstanding) rated Ba3

The last rating action was on May 22, 2009, when the rating of
Princeton Community Hospital was upgraded to Ba3 from B1 and
outlook was stable.  That rating was subsequently recalibrated to
Ba3 on May 7, 2010.


RADIO ONE: Stock Price Does Not Comply With NASDAQ Min. $1.00 Rule
------------------------------------------------------------------
Radio One Inc. received on September 20, 2010, a notification from
the NASDAQ Stock Market that for the 30 consecutive business days
ending September 17, 2010, the bid price of the Company's Class D
common stock had closed below the minimum $1.00 per share
requirement for continued listing under Listing Rule 5450(a)(1).
The Company's Class D common stock had become non-compliant with
NASDAQ's continued listing requirements.  The Notification does
not affect the Class A common stock.

NASDAQ has afforded the Company 180 calendar days from September
20, 2010, or until March 21, 2011, to regain compliance with the
rules.  If, at anytime through March 21, 2011, the bid price of
the Company's Class D common stock closes at $1.00 per share or
more for a minimum of 10 consecutive business days, NASDAQ will
provide written notification that the Company has achieved
compliance with the Rule.

If the Company does not regain compliance with the Rule by March
21, 2011, NASDAQ will provide written notification that the
Company's Class D common stock will be delisted.  At that time,
the Company may appeal NASDAQ's determination to delist the
Company's Class D common stock to a Listing Qualifications Panel.
Alternatively, the Company may apply to transfer its Class D
common stock to the NASDAQ Capital Market.  If its application is
approved, NASDAQ will afford the Company a second 180 calendar day
compliance period in order to regain compliance while on the
NASDAQ Capital Market.

                         About Radio One

Lanham, Maryland-based Radio One, Inc. (Nasdaq:  ROIAK and ROIA)
-- http://www.radio-one.com/-- is a diversified media company
that primarily targets African-American and urban consumers.  The
Company is one of the nation's largest radio broadcasting
companies, currently owning 53 broadcast stations located in 16
urban markets in the United States.

The Company owns a controlling interest in Reach Media, Inc. --
http://www.blackamericaweb.com/-- owner of the Tom Joyner Morning
Show and other businesses associated with Tom Joyner.  Beyond its
core radio broadcasting business, Radio One owns Interactive One
-- http://www.interactiveone.com/-- an online platform serving
the African-American community through social content, news,
information, and entertainment, which operates a number of branded
sites, including News One, UrbanDaily, HelloBeautiful, Community
Connect Inc. -- http://www.communityconnect.com/-- an online
social networking company, which operates a number of branded Web
sites, including BlackPlanet, MiGente, and Asian Avenue and an
interest in TV One, LLC -- http://www.tvoneonline.com/-- a
cable/satellite network programming primarily to African-
Americans.

Ernst & Young LLP, in Baltimore, Maryland, expressed substantial
doubt about the Company's ability to continue as a going concern
in its report on the Company's restated consolidated financial
statements for 2009.  The independent auditors noted that in June
and July 2010 the Company violated certain covenants of its loan
agreements, which ultimately may result in significant amounts of
outstanding debt becoming callable by lenders.

Moody's Investors Service has repositioned Radio One Inc.'s
Probability of Default Rating to Caa2/LD, from Caa2, following
expiration of the 30-day grace period under the indenture
governing the company's 6.375% senior subordinated notes due 2013.
The August interest payment was not made in accordance with the
scheduled terms, and Moody's treats the failure to meet the
original contractual terms as a limited default.  All of Radio
One's debt ratings remain under review for possible downgrade,
including Radio One's Caa1 corporate family rating.


RCN TELECOM: Moody's Assigns 'B1' Corporate Family Rating
---------------------------------------------------------
Moody's Investors Service assigned definitive ratings for RCN
Telecom Services, LLC, including a B1 Corporate Family Rating, a
B2 Probability of Default Rating and B1 ratings for the company's
$40 million senior secured revolving credit facility due 2015 and
$560 million senior secured term loan due 2016.  Moody's withdrew
its former definitive ratings for (old) RCN Corporation (the
predecessor company that also owned and housed the assets of (new)
RCN Corporation or "RCN Metro" and now known as Sidera Networks)
and the provisional ratings previously assigned to Yankee Cable
Acquisition, LLC (RCN's parent) in May 2010.  Net proceeds from
the recently closed financing augmented equity capital from new
owner ABRY Partners to fund the $1.2 billion acquisition of (old)
RCN Corporation, refinance its former debt and pay related fees
and transaction expenses (note that separate financings were
arranged and ultimately completed for RCN Metro).  The company has
performed largely in accordance with expectations since the
transaction was announced and the provisional ratings were
assigned, and the terms of the financing (including the underlying
terms and conditions of the final bank credit agreement) are
substantially the same as originally contemplated.

This is a summary of Moody's ratings for RCN and related entities,
and the rating actions:

Issuer: RCN Telecom Services, LLC

  -- Corporate Family Rating, Assigned B1

  -- Probability of Default Rating, Assigned B2

  -- $40 Million Senior Secured Revolving Credit Facility due
     August 25, 2015, Assigned B1 (LGD3-32%)

  -- $560 Million Senior Secured Term Loan due August 25, 2016,
     Assigned B1 (LGD3-32%)

  -- Rating Outlook, Stable

Issuer: Yankee Cable Acquisition, LLC

  -- Corporate Family Rating, Withdrew (P)B1

  -- Probability of Default Rating, Withdrew (P)B2

  -- $40 Million Senior Secured Revolving Credit Facility due
     2015, Withdrew (P)B1 (LGD3-34%)

  -- $560 Million Senior Secured Term Loan due 2016, Withdrew
     (P)B1 (LGD3-34%)

Issuer: RCN Corporation

  -- Corporate Family Rating, Withdrew B1

  -- Probability of Default Rating, Withdrew B2

  -- $75 Million Senior Secured Revolving Credit Facility due
     2013, Withdrew B1 (LGD3-33%)

  -- $720 Million Senior Secured Term Loan B due 2014, Withdrew B1
      (LGD3-33%)

  -- Speculative Grade Liquidity Rating, Withdrew SGL-2

                        Ratings Rationale

The B1 CFR reflects the company's relatively small size,
moderately high debt-to-EBITDA leverage of about 4.0x (expected
for FY 2010 on a proforma basis and incorporating Moody's standard
adjustments), and high-level competition from larger and better
capitalized cable, direct broadcast satellite and telecom
operators.  The rating is also constrained by the risks inherent
to RCN's overbuilder business model, and Moody's belief that
exposure to event risk and more aggressive financial policies will
be greater under the company's new financial sponsor (vs. the
former public) ownership structure.  Partially offsetting these
risks is the reasonably good free cash flow generated via the
provisioning of attractively bundled video, high speed data and
voice services in a portfolio of densely populated, largely urban
markets.  The rating is further supported by the company's stable
operating performance, good penetration of multiple services,
modest EBITDA margins and its deemed high quality network.

The credit facilities are secured by a first priority interest in
and lien on substantially all RCN assets.  Financial covenants
include a manageable leverage ratio (maximum of 4.25x and trending
down over time) and a fixed charge coverage ratio (greater than
1.05x at all times).  The facilities are rated the same as the CFR
due to the absence of any other large claims that would otherwise
more typically afford debt cushion for secured lenders.

The ratings for the debt instruments reflect both the overall
probability of default (as reflected in the B2 PDR) and a below-
average mean family loss given default assessment of 35% (or an
above-average mean family recovery estimate of 65%), in line with
Moody's LGD Methodology and typical treatment for an all-first-
lien senior secured debt capital structure.

This is the first rating action under the post-acquisition company
structure for RCN.  The last related rating action was for Yankee
Cable Acquisition, LLC, on May 6, 2010, when Moody's assigned
provisional ratings for the company, including (P)B1 ratings to
the proposed $600 million of combined credit facilities.

                          Rating Outlook

The stable rating outlook reflects Moody's expectation that RCN
will continue to generate positive free cash flow and realize
further revenue and EBITDA growth, with Moody's-adjusted debt-to-
EBITDA leverage remaining around 4x and trending lower.

                 What Could Change the Rating -- Up

Moody's would consider a potential outlook change to Positive
and/or prospective upward rating migration if the company
maintains and commits to a more conservative financial profile
(characterized by leverage trending towards and remaining below
3.25x on a sustained basis) and continues recent trends evidenced
by further bundled subscriber penetration rates and increasingly
meaningful free cash flow generation while good liquidity is
maintained.

                What Could Change the Rating -- Down

Ratings could experience downward pressure if liquidity erodes
and/or RCN faces declining operational performance, including
revenue, EBITDA and/or subscriber reductions within its core
residential business lines.  Additionally, ratings could face
downward pressure if management more aggressively pursues debt-
financed dividends and/or acquisitions leading to debt-to-EBITDA
leverage being sustained above 4.5x.

                         Corporate Profile

Based in Herndon, Virginia, RCN Telecom Services, LLC, is a
competitive broadband services provider of bundled cable, high-
speed Internet and voice services to residential and small-medium
business customers primarily located in high-density Northeast
(Washington, D.C.; Philadelphia and Lehigh Valley, PA; New York
City; Boston) and Chicago markets.  The company served
approximately 356 thousand basic video subscribers at 6/30/10 and
generated $571 million of trailing revenue over the preceding
twelve months on a stand-alone basis proforma for the recent asset
split from RCN Metro.


RENEW ENERGY: Corn Supplier Defeats Preference Claims
-----------------------------------------------------
WestLaw reports that transfers made by a Chapter 11 debtor-ethanol
plant operator to its corn supplier were made in the ordinary
course of business between the debtor and the supplier, and thus
could not be avoided as preferential transfers.  During the
relevant time period, consistent with its earlier payment
practices, the debtor continued to pay the supplier based on its
cash flow, in odd amounts, not keyed toward paying off its oldest
invoices, and sometimes paid by check and other times paid by wire
transfer.  Even the telephone calls made by the supplier asking
for payments were routine.  In re Renew Energy, LLC, --- B.R. ----
, 2010 WL 2788289 (Bankr. W.D. Wis.) (Martin, J.).

Renew Energy, LLC, sued (Bankr. W.D. Wisc. Adv. Pro. No. 09-154)
Olsen's Mill, Inc., to recover $95 million the debtor paid to the
corn supplier in the year prior to the chapter 11 filing.  The
Honorable Robert D. Martin says the payments weren't preferential.
Olsen's Mills is represented by:

         Marie L. Nienhuis, Esq.
         BECK, CHAET, BAMBERGER & POLSKY, S.C.
         Two Plaza East, Suite 1085
         330 East Kilbourne Ave.
         Milwaukee, WI 53202
         Telephone (414) 273-4200
         E-mail: mnienhuis@bcblaw.net

Headquartered in Jefferson, Wisc., Renew Energy LLC --
http://www.renewenergyllc.com/-- operated an ethanol plant
facility.  The Company sought Chapter 11 protection (Bankr.
W.D. Wis. Case No. 09-10491) on Jan. 30, 2009, represented
by Christopher Combest, Esq., and Valerie L. Bailey-Rihn,
Esq., at Quarles & Brady LLP in Madison, Wisc.  William T.
Neary, the United States Trustee for Region 11, appointed
five creditors to serve on an Official Committee of Unsecured
Creditors.  The Debtor disclosed $188,953,970 in assets and
$194,410,573 in liabilities as of the petition date.  The
Honorable Robert D. Martin approved a sale of the Debtor's
assets to Valero Renewable Fuels Co. LLC in 2009 and
distribution of $72 million in sale proceeds to creditors
under a confirmed chapter 11 plan in July 2010.


RESIENTIAL CAP: Moody's Reviews Ratings on GMAC Mortgage's Notes
----------------------------------------------------------------
Moody's has placed on review for possible downgrade these servicer
quality ratings of GMAC Mortgage, LLC:

* SQ3+ as a Primary Servicer of prime residential mortgage
* SQ3 as a Primary Servicer of subprime residential mortgage loans
* SQ3 as a Primary Servicer of second lien loans
* SQ3 as a Primary Servicer of HLTV residential mortgage loans
* SQ3 as a Special Servicer

The rating action is due to irregularities in GMAC Mortgage's
foreclosure process that have recently come to light.  These
incidents could result in delayed foreclosures and longer REO
timelines, as well as reputation risk, legal challenges to
previously completed foreclosures and long-term liquidity concerns
for GMAC Mortgage.  The timelines may be extended should certain
jurisdictions require restarting the foreclosure process of loans
already in foreclosure.  This month, the company provided
direction to real estate brokers to suspend evictions and REO
property sales in 23 states.  The suspension is intended to give
GMAC Mortgage time to address a potential issue regarding its
implementation of state-mandated steps in processing foreclosures.

GMAC Mortgage has stated that one or more of its employees had
signed affidavits without having first-hand knowledge as to
whether the facts stated in the document were accurate.  In
addition, according to a deposition by an employee of the company,
these affidavits were not signed in the presence of a notary.

The impact of these servicing irregularities on the validity of
previous foreclosures and on GMAC Mortgage remains uncertain.

During the review period, Moody's will primarily focus on
determining the extent of the increase to foreclosure and REO
timelines and the effectiveness of new procedures.  Furthermore,
Moody's will review the legal and financial impact of the recent
developments to the servicing operations, as GMAC Mortgage's
corporate parent, Ally Financial Inc. continues to explore
strategic alternatives for Residential Capital LLC, and its
mortgage business.

GMAC Mortgage is subsidiary of Residential Capital LLC, which is a
subsidiary of Ally Financial Inc., formerly GMAC Inc.  Ally
Financial Inc. and ResCap have senior unsecured ratings of B3 and
of C, respectively.

GMAC Mortgage's primary servicing portfolio totaled approximately
2.6 million loans for an unpaid principal balance of approximately
$380 billion as of July 31, 2010.


POLLUTION CONTROL: Moody's Junks Rating on Solid Waste Bonds
------------------------------------------------------------
Moody's downgrades the Pollution Control Financing Authority of
Camden County's 1991 Solid Waste Revenue Bonds to Caa1 from Ba2.
This action concludes the watchlist for possible downgrade that
was initiated December 2, 2009.  The outlook on the bonds is
developing.

                        Ratings Rationale

The rating downgrade is based upon the expectation that the
authority will fail to generate sufficient revenues to cover a
bullet maturity on December 1, 2010; insufficient debt service
assistance from the state of New Jersey to cover the authority's
projected debt service shortfall; a fully depleted debt service
reserve fund; and the uncertainty around the authority's ability
to function as a going concern absent continued debt service
relief from the state.

The developing outlook considers the positive impact that state
intervention to support debt service could have on the rating.
Alternatively, the continued uncertainty around the level of state
support of debt service, if any and the authority's ability to
function as a going concern absent necessary state support could
continue to pressure the ratings downward.

Legal Security: Bonds are secured by a pledge of net revenues of
the solid waste system and the debt service reserve fund, which
has been fully depleted.

Recent Events:

The authority has been reliant upon debt service aid from the
state of New Jersey to make debt service payments in each year
since 1999.  The authority's final debt service payment, a bullet
maturity of $25.2 million, is due December 1, 2010 and the New
Jersey FY2011 state budget appropriation for solid waste debt
service aid to municipalities is insufficient to cover the
authority's expected debt service shortfall.

Included in the state's fiscal 2011 budget is a $16.2 million
appropriation to municipalities for the support of solid waste
debt.  The total state appropriation, which has been distributed
amongst several municipalities in past years, is significantly
less than the authority's $20.2 million budgeted request.  The
state has not indicated how the total FY2011 appropriation shall
be divided among requesting municipalities, nor the specific
amount that would be allocated to the authority.  There is
tremendous uncertainty as to the amount of financial assistance,
if any at all, would come from the state for the authority's debt
service shortfall.  The authority's ability to continue as a going
concern is dependent upon several factors one of which includes
continued debt service relief from the state.

Tonnages in FY2009 grew a slight 0.96% over FY2008, reversing a
two consecutive year trend of decline.  Year to date tonnage
through June tracks similarly to the prior year at 0.63% growth.
This reversal in tonnage decline, though positive, was again
insufficient for the authority to generate break even operations.
The state provided the authority $6 million in debt service aid
and the authority drew down nearly $4 million of unrestricted
funds to pay for operations and debt service.  Debt service
coverage in FY 2009 was 1.01x inclusive of state debt service aid
and 0.57x on a net revenue basis as calculated by Moody's.  The
authority ended the FY2009 with 110 days of cash on hand, down
from 163 days in FY2008.

Background:

The Pollution Control Financing Authority of Camden County's solid
waste disposal system consists of a 1,050 tons per day waste-to-
energy facility, which began operation in 1991, and the Pennsauken
Landfill.  The WTE facility is owned and operated by Camden County
Energy Recovery Associates, a wholly owned subsidiary of Foster
Wheeler.

When it began operations, the authority had been relying on flow
control ordinances that allowed it to charge tipping fees
sufficient to meet expenses, including debt service.  Following
the Carbone decision in 1994, the United States Court of Appeals
for the Third Circuit held on May 1, 1997, that New Jersey's solid
waste system violated the Commerce Clause (Atlantic Coast
decision).  Following Atlantic Coast, and the loss of flow
control, the authority was forced to reduce its tipping fees in
order to be more competitive with other facilities and landfills.
Annual operating revenues were then insufficient to meet debt
service payments and state aid was needed immediately after debt
service reserves were depleted, and has been required every year
since.

Key Indicators:

* Type of System: Landfill and WTE facility owned and operated by
  Foster Wheeler

* Final Maturity: December 1, 2010

* Annual Debt Service: approx.  $14 million (with the exception of
  $26 million in 2010)

* State Assistance, FY 2009: $6 million

* Tonnage, FY 2009: 410,490 (0.96% increase from FY 2008)

* Tonnage, FY 2009 YTD (June):196,371 (0.63% increase from 2009)

* Tipping Fees, FY 2009: $26 million

* Electric Revenues, FY 2009: $13.8 million

* Debt Outstanding, FY 2009: $24.3 million

* Debt Service Coverage, FY 2009: 0.57x without state aid, 1.01x
  with state aid and 1.07x on a bond ordinance basis

Rated Debt:

* Series 1991; $24.2 million


RITE AID: Reports $197-Mil. Net Loss for August 28 October
----------------------------------------------------------
Rite Aid Corporation reported financial results for its fiscal
second quarter ended August 28, 2010.  The Company reported
revenues of $6.2 billion, a net loss of $197.0 million and
adjusted EBITDA of $181.2 million.  Results were impacted by a
decrease in revenues, expenses related to the Company's growth
initiatives and a charge related to the Company's refinancing
activities.

The Company's balance sheet at Aug. 28, 2010, showed $7.82 billion
in total assets, $9.75 billion in total liabilities, and a
stockholder's deficit of $1.93 billion.

"Despite lower sales and the sluggish economy, we started to see
some positive trends in our business during the second quarter.
Sales in our core drugstore categories have started to strengthen,
and our gross margin trends are showing improvement," said John
Standley, Rite Aid president and CEO.  "While reimbursement
pressures are still challenging, our pharmacy margin rates have
begun to stabilize.

"As we said at the start of the year, we made the strategic
decision to invest now in initiatives designed to grow our
business long term, including our new wellness+ customer loyalty
program and the expansion of our immunization capabilities,"
Standley said.  "While the start up costs of those investments
have had a negative impact on our results this quarter, we're
excited about the impact we're seeing so far.  More than 22
million customers and patients have enrolled in wellness+ only
five months after the nationwide launch.  Our pharmacists have
administered more flu shots this year than they did at the same
time a year ago.  At the same time, we remain focused on reducing
costs and operating more efficiently.  Our continued strong
liquidity and recent refinancing give us even more runway to
deliver on our initiatives."

                      Second Quarter Summary

Revenues for the 13-week quarter were $6.2 billion versus revenues
of $6.3 billion in the prior year second quarter.  Revenues
decreased 2.5 percent primarily as a result of store closings and
a decline in same store sales.

Same store sales for the quarter decreased 1.5 percent over the
prior year 13-week period, consisting of a 0.9 percent decrease in
the front end and a 1.8 percent decrease in the pharmacy.
Pharmacy sales included an approximate 195 basis point negative
impact from new generic introductions.  The number of
prescriptions filled in same stores decreased 2.1 percent over the
prior year period.  Prescription sales accounted for 68.1 percent
of total drugstore sales, and third party prescription revenue was
96.1 percent of pharmacy sales.

Net loss was $197.0 million or $0.23 per diluted share compared to
last year's second quarter net loss of $116.0 million or $0.14 per
diluted share.  Contributing to the net loss were lower sales and
a $44.0 million or $0.05 per diluted share debt modification
expense related to the retirement of the company's $648.0 million
Tranche 4 term loan due 2015 under its senior secured credit
facility.  Retiring the loan was part of the company's previously
announced August refinancing transactions that extended debt
maturities and lowered interest expense.

Adjusted EBITDA was $181.2 million or 2.9 percent of revenues for
the second quarter compared to $216.5 million or 3.4 percent of
revenues for the like period last year.  Negatively impacting
Adjusted EBITDA by approximately $26 million or $0.03 per diluted
share were advertising expenses related to the company's wellness+
customer loyalty program, expenses related to the expansion of
Rite Aid's immunization capabilities and the shift of Memorial Day
holiday pay from the first quarter last year into the second
quarter this year.

In the second quarter, the company opened no new stores, relocated
5 stores, remodeled 1 store and closed 20 stores.  Stores in
operation at the end of the second quarter totaled 4,747.

A full-text copy of the Earnings Release is available for free at
http://ResearchArchives.com/t/s?6bb0

                       About Rite Aid Corp.

Headquartered in Camp Hill, Pennsylvania, Rite Aid Corporation
(NYSE: RAD) -- http://www.riteaid.com/-- is the largest drugstore
chain on the East Coast and the third largest drugstore chain in
the U.S.  The Company operates more than 4,900 stores in 31 states
and the District of Columbia.


The Company's balance sheet at May 29, 2010, showed $8.0 billion
in total assets, $9.7 billion in total liabilities, and
$1.7 billion in stockholders' deficit.

                           *     *     *

Rite Aid carries 'Caa2' probability of default and corporate
family ratings from Moody's Investors Service.  It has a 'B-'
corporate credit rating from Standard & Poor's Ratings Services.


RL CARTER: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: R.L. Carter Trucking, Inc.
        8451 South State Road 39
        Clayton, IN 46118

Bankruptcy Case No.: 10-14458

Chapter 11 Petition Date: September 24, 2010

Court: United States Bankruptcy Court
       Southern District of Indiana (Indianapolis)

Judge: Anthony J. Metz III

Debtor's Counsel: Jeffrey J. Graham, Esq.
                  Jerald I. Ancel, Esq.
                  TAFT STETTINIUS & HOLLISTER LLP
                  One Indiana Square, Suite 3500
                  Indianapolis, IN 46204
                  Tel: (317) 713-3500
                  Fax: (317) 713-3699
                  E-mail: jgraham@taftlaw.com
                          jancel@taftlaw.com

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

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

Debtor-affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
R.L. Carter, LLC                       10-14459   09/24/10
  Assets: $1,000,001 to $10,000,000
  Debts: $1,000,001 to $10,000,000

A list of R.L. Trucking's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/insb10-14458.pdf

A list of R.L. Trucking, LLC's four largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/insb10-14459.pdf

The petitions were signed by Robin Carter, member.


ROBERT BENNETT: Ch. 7 Trustee Can't Recover $47,275 Judgment
------------------------------------------------------------
The United States Bankruptcy Court for the Southern District of
Texas, Houston Division, granted summary judgment to Kelly Coghlan
that his receipt of $47,275 from funds held by a state court
receiver is a not avoidable as an unauthorized postpetition
transfer of estate property under Section 549 of the Bankruptcy
Code.

On November 12, 2003, Mr. Coghlan obtained a state court judgment
against Chapter 7 debtor Robert S. Bennett, and an order
appointing Steven L. Weltman as a receiver to aid in the
collection of the judgment against Mr. Bennett.  Robbye R.
Waldron, the Chapter 7 Trustee, sued Mr. Weltman, et al., to
recover Mr. Coghlan's $47,275.

Judge Marvin Isgur opined that the funds were not property of Mr.
Bennett's estate.

The Chapter 7 case is In re: Robert S. Bennett; aka Bennett, Case
No. 09-36637 (Bankr. S.D. Tex.).  The adversary case is Robbye R.
Waldron, Ch. 7 Trustee v. Steven L. Weltman, et al., Adv. Pro. No.
10-3154 (Bankr. S.D. Tex.).  A copy of Judge Isgur's opinion and
order dated September 16, 2010, is available at:

    http://www.leagle.com/unsecure/page.htm?shortname=inbco20100916692

Robert S Bennett aka Bob Bennett, first filed for Chapter 11 on
August 11, 2008 (Bankr. S.D. Tex. Case No. 08-35285).


ROBERT FAKELMANN: Case Summary & 18 Largest Unsecured Creditors
---------------------------------------------------------------
Joint Debtors: Robert Fakelmann
               Jennifer Fakelmann
               aka Jennifer Campbell
               215 County Road 513
               Frenchtown, NJ 08825

Bankruptcy Case No.: 10-39443

Chapter 11 Petition Date: September 23, 2010

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

Judge: Michael B. Kaplan

Debtor's Counsel: William S. Wolfson, Esq.
                  WILLIAM S. WOLFSON, LLC, ESQ.
                  260 US Highway 202/31, Suite 1100
                  Flemington, NJ 08822
                  Tel: (908) 782-9333
                  Fax: (908) 782-0958
                  E-mail: wwolfsonlaw@comcast.net

Scheduled Assets: $1,054,225

Scheduled Debts: $1,014,526

A list of the Joint Debtors' 18 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/njb10-39443.pdf


SAND HILL: Wants January 20 Extension for Plan Exclusivity
----------------------------------------------------------
Sand Hill Foundation, LLC, et al., ask the U.S. Bankruptcy Court
for the Eastern District of Texas to extend their exclusive
periods to file and solicit acceptances for the proposed plans of
reorganization until January 20, 2011, and March 21, 2011.

The Debtors need additional time to resolve certain business
issues to promote their reorganization efforts.  In addition, the
Debtors, through counsel, have been negotiating with creditors to
satisfy pre and post petition debts.  The Debtors are also taking
the necessary steps to appeal the judgment obtained by Bass
Drilling.

                    About Sand Hill Foundation

Center, Texas-based Sand Hill Foundation, LLC, is an oilfield
service and construction company.  The Company filed for
Chapter 11 bankruptcy protection on 10-90209 (Bankr. E.D. Tex.
Case No. 10-90209).  Jeffrey Wells Oppel, Esq., at Oppel, Goldberg
& Saenz P.L.L.C., assists the Debtors in their restructuring
effort.  The Company estimated its assets and debts at $10 million
to $50 million.


SEQUENOM INC: Delays $150,000,000 in Securities Offering
--------------------------------------------------------
Sequenom, Inc., is delaying an initial offering of up to
$150,000,000 in securities, according to a FORM S-3 REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933 filed by the Company
with the Securities and Exchange Commission last week.  The
Company said it may offer common stock or preferred stock upon
conversion of debt securities, common stock upon conversion of
preferred stock, or common stock, preferred stock or debt
securities upon the exercise of warrants.

A full-text copy of the Registration Statement and Prospectus is
available at http://ResearchArchives.com/t/s?6bb4

                         About Sequenom

Sequenom, Inc. (NASDAQ: SQNM) -- http://www.sequenom.com/-- is a
life sciences company committed to improving healthcare through
revolutionary genetic analysis solutions. Sequenom develops
innovative technology, products and diagnostic tests that target
and serve discovery and clinical research, and molecular
diagnostics markets. The company was founded in 1994 and is
headquartered in San Diego, California.

At June 30, 2010, the Company had total assets of $105,943,000,
total current liabilities of $57,696,000, deferred revenue, less
current portion of $283,000, other long-term liabilities of
$3,026,000, long-term portion of debt and obligations of
$1,344,000, and stockholders' equity of $43,594,000.

                          *     *     *

In its March 15, 2010 audit report, Ernst & Young LLP of San
Diego, California, expressed substantial doubt against Sequenom's
ability as a going concern.  The auditor noted that the Company
has incurred recurring operating losses and does not have
sufficient working capital to fund operations through 2010.

The Company, in its Form 10-Q report for the period ended June 30,
2010, said it believes its cash, cash equivalents and current
marketable securities will be sufficient to fund operating
expenses and capital requirements through the second quarter of
2011.  The Company said it will require additional financing to
fund planned operations.


SIERRA POINTE: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Sierra Pointe Apartments
        3800 Portland
        Irving, TX 75038

Bankruptcy Case No.: 10-36642

Chapter 11 Petition Date: September 23, 2010

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Harlin DeWayne Hale

Debtor's Counsel: Joyce W. Lindauer, Esq.
                  8140 Walnut Hill Lane, Suite 301
                  Dallas, TX 75231
                  Tel: (972) 503-4033
                  Fax: (972) 503-4034
                  E-mail: courts@joycelindauer.com

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

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

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

The petition was signed by Philip Twente, president of general
partner.


SILVIO MATEO: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Silvio Mateo
        246 Whitewater Falls Court
        Henderson, NE 89012

Bankruptcy Case No.: 10-28016

Chapter 11 Petition Date: September 23, 2010

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Mike K. Nakagawa

Debtor's Counsel: Thomas E. Crowe, Esq.
                  THOMAS E. CROWE PROFESSIONAL LAW CORP.
                  2830 S. Jones Blvd. # 3
                  Las Vegas, NV 89146
                  Tel: (702) 794-0373
                  Fax: (702) 794-0734
                  E-mail: tcrowelaw@yahoo.com

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

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

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


SINCLAIR BROADCAST: Launches Tender Offer for 8% Sr. Sub Notes
--------------------------------------------------------------
Sinclair Television Group, Inc., a wholly owned subsidiary of
Sinclair Broadcast Group, Inc., said last week it is commencing a
cash tender offer for any and all of Sinclair's outstanding 8%
Senior Subordinated Notes due 2012 (CUSIP No. 829226AM1).
Approximately $224.7 million of the Notes are currently
outstanding.

As part of the tender offer for the Notes, Sinclair is also
soliciting consents from the holders of the Notes for certain
proposed amendments that would eliminate substantially all of the
restrictive covenants and events of default.  Holders that validly
tender their Notes will be deemed to have delivered their consent
to the proposed amendments.  Holders may not tender their Notes
without delivering their consents to the proposed amendments and
may not deliver their consents without tendering their Notes.
Specific terms and conditions of the tender offer are included in
the Offer to Purchase and Consent Solicitation Statement, dated
September 20, 2010.

The Company also announced that it intends to issue senior
unsecured notes in a private placement to finance the tender
offer.

The Company is offering to purchase for cash, upon the terms and
subject to the conditions set forth in the Statement and the
related Consent and Letter of Transmittal, any and all of the
outstanding Notes at a purchase price of $1,002.50 per $1,000 in
principal amount of the Notes validly tendered and not validly
withdrawn at or prior to 12:00 midnight, New York City time, on
Friday, October 1, 2010.  Any Notes validly tendered after the
Early Tender Premium Deadline but on or prior to the expiration
date will be purchased at a purchase price of $972.50 per $1,000
in principal amount.  The purchase price for the Notes tendered at
or prior to the Early Tender Premium Deadline includes an early
tender premium of $30.00 per $1,000 in principal amount. All
withdrawal rights will expire as of the Early Tender Premium
Deadline.

Tendering holders will also receive accrued and unpaid interest
from the last interest payment date to, but not including, the
early settlement date or the settlement date, as applicable.  The
tender offer will be conditioned on, among other things, receipt
of sufficient proceeds from the unregistered, private placement of
the senior unsecured notes to fund the tender offer.  If any of
the conditions is not satisfied, Sinclair is not obligated to
accept for payment, purchase or pay for, and may delay the
acceptance for payment of, any tendered Notes, in each event
subject to applicable laws, and may terminate the tender offer.
The tender offer is not conditioned on the tender of a minimum
principal amount of Notes.  However, in order for the proposed
amendments to the indenture governing the Notes to become
effective, at least majority in principal amount of the
outstanding Notes must deliver consents. Sinclair intends to fund
the cash tender offer, and all related costs and expenses, with
the net proceeds from the unregistered, private placement of
senior unsecured notes and, if needed, a draw on the revolving
line of credit under its senior secured credit facility and/or
cash on-hand.

The tender offer will expire at 12:00 midnight, New York City
time, on Monday, October 18, 2010 unless extended or earlier
terminated by Sinclair.  Subject to satisfaction of the conditions
set forth in the Statement, payment of the purchase price for the
Notes validly tendered and not validly withdrawn at or prior to
the Early Tender Premium Deadline will be made as promptly as
practicable, which is expected to be the second New York City
business day after the Early Tender Premium Deadline. Payment of
the purchase price for the Notes validly tendered after the Early
Tender Premium Deadline but on or prior to the expiration date
will be made as promptly as practicable, which is expected to be
the second New York City business day after the expiration date.

Copies of the tender offer documents can be obtained by contacting
MacKenzie Partners, Inc., the Information Agent for the tender
offer, at (212)-929-5500.

J.P. Morgan Securities LLC is acting as Dealer Manager for the
tender offer.  Questions concerning the tender offer may be
directed to J.P. Morgan Securities LLC at (800) 261-5767.  U.S.
Bank National Association has been appointed to act as the
depositary for the tender offer.

None of Sinclair and the Company, including the Board of Directors
of each, the Information Agent, the Dealer Manager, the Depositary
or any other person, has made or makes any recommendation as to
whether holders of the Notes should tender, or refrain from
tendering, all or any portion of their Notes pursuant to the
tender offer, and no one has been authorized to make such a
recommendation.  Holders of the Notes must make their own
decisions as to whether to tender their Notes.

                     About Sinclair Broadcast

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

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

                           *     *     *

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

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

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

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


SINCLAIR BROADCAST: New Notes Priced at 98.567% of Par Value
------------------------------------------------------------
Sinclair Broadcast Group, Inc., last week said its wholly owned
subsidiary, Sinclair Television Group, Inc., has priced its
previously announced private offering of senior unsecured notes
due 2018.  The Notes were priced at 98.567% of their par value and
will bear interest at a rate of 8.375% per annum payable semi-
annually on April 15 and October 15, commencing on April 15, 2011.

STG intends to use the net proceeds from the offering to fund the
tender offers for Sinclair's 6% Convertible Subordinated
Debentures due 2012 and STG's 8% Senior Subordinated Notes due
2012.

The Notes will not be registered under the Securities Act of 1933
or any state securities laws and may not be offered or sold in the
United States absent registration or an applicable exemption from
registration requirements.

A full-text copy of the SCHEDULE TO Tender Offer Statement under
Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of
1934 filed by the Company on September 20 is available at no
charge at http://ResearchArchives.com/t/s?6bb3

A full-text copy of the SCHEDULE TO Tender Offer Statement under
Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of
1934 (Amendment No. 1), filed by the Company on September 22 is
available at no charge at http://ResearchArchives.com/t/s?6bb2

                     About Sinclair Broadcast

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

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

                           *     *     *

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

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

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

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


SINOBIOMED INC: Issues 6.6-Mil. Shares to Two Offshore Entities
---------------------------------------------------------------
Sinobiomed Inc. issued on Sept. 15, 2010, a total of 6,666,666
shares of its common stock to two offshore entities due to the
second closing of its private placement at $0.015 per share for
total gross proceeds of $100,000.

The Company said it believes that the issuances are exempt from
registration under Regulation S and/or Section 4(2) under the
Securities Act of 1933, as amended, as the securities were issued
to the entities through offshore transactions which were
negotiated and consummated outside of the United States.

In relation to its private placement offering at $0.015 per share,
the Company has paid or will be paying a cash finder's fee in the
amount of $10,000 to one individual in Hong Kong.

The proceeds from the above transaction have been or will be used
for general corporate purposes.

                         About Sinobiomed

Sinobiomed Inc. formerly CDoor Corp. (OTC BB: SOBM)
-- http://www.sinobiomed.com/-- was incorporated in the State of
Delaware.  The Company is a Chinese developer of genetically
engineered recombinant protein drugs and vaccines.  Based in
Shanghai, Sinobiomed currently has 10 products approved or in
development: three on the market, four in clinical trials and
three in research and development.  The Company's products respond
to a wide range of diseases and conditions, including: malaria,
hepatitis, surgical bleeding, cancer, rheumatoid arthritis,
diabetic ulcers and burns, and blood cell regeneration.

                      Going Concern Doubt

Schumacher & Associates Inc., in Denver, expressed substantial
doubt about Sinobiomed Inc.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the year ended December 31, 2007.  The auditing
firm reported that the Company has experienced losses since
commencement of operations and has negative working capital and a
stockholders' deficit.

The Company is in the process of researching, developing, testing
and evaluating proposed new pharmaceutical products and has not
yet determined whether these products are technically or
economically feasible.  Management's plan is to actively search
for new sources of capital, including government and non-
government grants toward research projects and new equity
investment.


SKINNY NUTRITIIONAL: Posts $2.2MM Net Loss in June 30 Quarter
-------------------------------------------------------------
Skinny Nutritional Corp. filed its quarterly report on Form 10-Q,
reporting a net loss of $2.17 million on $2.25 million of revenue
for the three months ended June 30, 2010, compared with a net loss
of $1.26 million on $1.19 million of revenue for the same period
of 2009.

At June 30, 2010, the Company's cash was 66,181 at June 30, 2010,
compared to $158,847 at June 30, 2009.  During fiscal 2010, the
Company raised an aggregate amount of $1.6 million, less $193,187
of offering costs, from the sale of securities to accredited
investors in private placements.

Based on its current levels of expenditures and its business plan,
the Company believes that its cash and cash equivalents (including
the proceeds received from its recent private placement) at
June 30, 2010, will only be sufficient to fund its anticipated
levels of operations for a minimal period and that without raising
additional capital, the Company will be limited in its projected
growth.

The Company's balance sheet at June 30, 2010, showed
$3.59 million in total assets, $4.29 million in total abilities,
and a stockholders' deficit of $699,072.

As reported in the Troubled Company Reporter on April 6, 2010,
Marcum LLP, in Bala Cynwyd, Pa., expressed substantial doubt about
the Company's ability to continue as a going concern after
auditing the Company's financial statements for the year ended
December 31, 2009.  The independent auditors noted that the
Company has incurred losses since inception and has not yet been
successful in establishing profitable operations.

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

               http://researcharchives.com/t/s?6bb1

                     About Skinny Nutritional

Bala Cynwyd, Pa.-based Skinny Nutritional Corp. (OTC BB: SKNY.OB)
-- http://www.SkinnyWater.com/-- has developed and is marketing a
line of enhanced waters, all branded with the name "Skinny Water"
that are marketed and distributed primarily to calorie and weight
conscious consumers.


SIERRA POINTE: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Sierra Pointe Apartments
        3800 Portland
        Irving, TX 75038

Bankruptcy Case No.: 10-36642

Chapter 11 Petition Date: September 23, 2010

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Harlin DeWayne Hale

Debtor's Counsel: Joyce W. Lindauer, Esq.
                  8140 Walnut Hill Lane, Suite 301
                  Dallas, TX 75231
                  Tel: (972) 503-4033
                  Fax: (972) 503-4034
                  E-mail: courts@joycelindauer.com

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

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

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

The petition was signed by Philip Twente, president of general
partner.


SILVIO MATEO: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Silvio Mateo
        246 Whitewater Falls Court
        Henderson, NE 89012

Bankruptcy Case No.: 10-28016

Chapter 11 Petition Date: September 23, 2010

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Mike K. Nakagawa

Debtor's Counsel: Thomas E. Crowe, Esq.
                  THOMAS E. CROWE PROFESSIONAL LAW CORP.
                  2830 S. Jones Blvd. # 3
                  Las Vegas, NV 89146
                  Tel: (702) 794-0373
                  Fax: (702) 794-0734
                  E-mail: tcrowelaw@yahoo.com

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

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

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


SUMMIT HOTEL: KPMG Audits First Half 2010 Results
-------------------------------------------------
Summit Hotel Properties LLC said it has received the Report of
Independent Registered Public Accounting Firm KPMG LLP dated
Sept. 21, 2010, on the audit of the consolidated financial
statements of the Company as of and for the six-month period ended
June 30, 2010.

The Company in its Form 10-Q said it incurred a net loss of
$5.63 million on $67.21 million of total revenues for the six
months ended June 30, 2010.

The Company's balance sheet at June 30, 2010, showed $511.71 in
total assets, $166.37 million in total current liabilities,
$270.20 million in long-term debt, net of current portion, and
$75.13 million stockholders' equity.

According to KPMG, "In our opinion, the consolidated financial
statements referred to above present fairly, in all material
respects, the financial position of Summit Hotel Properties, LLC
and subsidiaries as of June 30, 2010, and the results of their
operations and their cash flows for the six-month period ended
June 30, 2010, in conformity with U.S. generally accepted
accounting principles."

A full-text copy of report of KPMG LLP is available for free
at http://ResearchArchives.com/t/s?6baf

                       About Summit Hotel

Summit Hotel Properties, LLC is a developer, owner and manager of
hotels categorized as mid-scale without food and beverage and
upscale hotels located throughout the United States.  As of
December 31, 2009, the Company owned 65 hotels in 19 states. The
Company's revenues and earnings are derived from hotel operations
of its owned hotels.  An affiliate, The Summit Group, Inc.,
provides a number of services for its hotels, including hotel
operations management, location of acquisition targets and
construction sites, development of construction sites, and
construction supervision.  As of December 31, 2009, Summit Hotel
Properties had two wholly owned limited liability companies that
own hotel properties.  Summit Hospitality I, LLC owns 25 of the
Company's hotels.  In addition, Summit Hospitality V, LLC, is a
wholly owned subsidiary, which owns 13 of the Company's hotels.

The Company's balance sheet at March 31, 2010, showed
$513.9 million in total assets, $166.8 million in total current
liabilities, $269.9 million in long-term debt, and stockholder's
equity of $77.2 million.

                           *     *     *

According to the Troubled Company Reporter on April 29, 2010,
Summit Hotel Properties, LLC's forbearance agreement with Fortress
Credit Corp. expired on May 3.


SUMNER REGIONAL: Wants Until December 5 to File Liquidating Plan
----------------------------------------------------------------
Sumner Regional Health Systems, Inc., et al., ask the U.S.
Bankruptcy Court for the Middle District of Tennessee to extend
their exclusive periods to file and solicit acceptances for the
proposed plan of liquidation until December 5, 2010, and
February 3, 2011, respectively.

The Debtors need additional time to complete the necessary tasks
associated with the formulation of a plan and to receive the
required input from the other major parties in this case.

The Debtors relate that they have focused their efforts on
marketing and selling substantially all of their assets and
closing the sale.  In connection with the efforts, the Debtors
attended to issues related to rejection of executory contracts and
unexpired leases, the handling of Debtors' benefit plans, and
Tennessee
Attorney General approval of the sale, among other things.

            About Sumner Regional Health Systems, Inc.

Gallatin, Tennessee-based Sumner Regional Health Systems, Inc. --
dba Sumner Regional Medical Center, SRHS Professional Services,
Sumner Station, Sumner In-Patient Rehabilitation Unit,
Westmoreland Pharmacy, Imaging for Women at Sumner Station,
Diagnostic Center at Sumner Station, Outpatient Rehab Services at
Sumner Station, The Fitness Center at Sumner Station, Sumner
Crossroads, and Executive House Apartments, provides acute care
and skilled nursing services to eleven counties in central
Tennessee and southern Kentucky.  Specialty services provided by
the System include surgical services, cardiovascular services,
cancer services, orthopedic services, emergency medicine, and
wound care.  The Company own and operate, among other businesses
and assets, four acute care hospital facilities.

The Company sought Chapter 11 protection (Bankr. M.D. Tenn. Case
No. 10-04766) on April 30, 2010 .  Robert A. Guy, Esq., at Frost
Brown Todd LLC, assists the Debtor in its restructuring effort.
The Company disclosed $180,979,997 in assets and $187,243,898 in
liabilities at the time of the filing.


RCN TELECOM: Moody's Assigns 'B1' Corporate Family Rating
---------------------------------------------------------
Moody's Investors Service assigned definitive ratings for RCN
Telecom Services, LLC, including a B1 Corporate Family Rating, a
B2 Probability of Default Rating and B1 ratings for the company's
$40 million senior secured revolving credit facility due 2015 and
$560 million senior secured term loan due 2016.  Moody's withdrew
its former definitive ratings for (old) RCN Corporation (the
predecessor company that also owned and housed the assets of (new)
RCN Corporation or "RCN Metro" and now known as Sidera Networks)
and the provisional ratings previously assigned to Yankee Cable
Acquisition, LLC (RCN's parent) in May 2010.  Net proceeds from
the recently closed financing augmented equity capital from new
owner ABRY Partners to fund the $1.2 billion acquisition of (old)
RCN Corporation, refinance its former debt and pay related fees
and transaction expenses (note that separate financings were
arranged and ultimately completed for RCN Metro).  The company has
performed largely in accordance with expectations since the
transaction was announced and the provisional ratings were
assigned, and the terms of the financing (including the underlying
terms and conditions of the final bank credit agreement) are
substantially the same as originally contemplated.

This is a summary of Moody's ratings for RCN and related entities,
and the rating actions:

Issuer: RCN Telecom Services, LLC

  -- Corporate Family Rating, Assigned B1

  -- Probability of Default Rating, Assigned B2

  -- $40 Million Senior Secured Revolving Credit Facility due
     August 25, 2015, Assigned B1 (LGD3-32%)

  -- $560 Million Senior Secured Term Loan due August 25, 2016,
     Assigned B1 (LGD3-32%)

  -- Rating Outlook, Stable

Issuer: Yankee Cable Acquisition, LLC

  -- Corporate Family Rating, Withdrew (P)B1

  -- Probability of Default Rating, Withdrew (P)B2

  -- $40 Million Senior Secured Revolving Credit Facility due
     2015, Withdrew (P)B1 (LGD3-34%)

  -- $560 Million Senior Secured Term Loan due 2016, Withdrew
     (P)B1 (LGD3-34%)

Issuer: RCN Corporation

  -- Corporate Family Rating, Withdrew B1

  -- Probability of Default Rating, Withdrew B2

  -- $75 Million Senior Secured Revolving Credit Facility due
     2013, Withdrew B1 (LGD3-33%)

  -- $720 Million Senior Secured Term Loan B due 2014, Withdrew B1
      (LGD3-33%)

  -- Speculative Grade Liquidity Rating, Withdrew SGL-2

                        Ratings Rationale

The B1 CFR reflects the company's relatively small size,
moderately high debt-to-EBITDA leverage of about 4.0x (expected
for FY 2010 on a proforma basis and incorporating Moody's standard
adjustments), and high-level competition from larger and better
capitalized cable, direct broadcast satellite and telecom
operators.  The rating is also constrained by the risks inherent
to RCN's overbuilder business model, and Moody's belief that
exposure to event risk and more aggressive financial policies will
be greater under the company's new financial sponsor (vs. the
former public) ownership structure.  Partially offsetting these
risks is the reasonably good free cash flow generated via the
provisioning of attractively bundled video, high speed data and
voice services in a portfolio of densely populated, largely urban
markets.  The rating is further supported by the company's stable
operating performance, good penetration of multiple services,
modest EBITDA margins and its deemed high quality network.

The credit facilities are secured by a first priority interest in
and lien on substantially all RCN assets.  Financial covenants
include a manageable leverage ratio (maximum of 4.25x and trending
down over time) and a fixed charge coverage ratio (greater than
1.05x at all times).  The facilities are rated the same as the CFR
due to the absence of any other large claims that would otherwise
more typically afford debt cushion for secured lenders.

The ratings for the debt instruments reflect both the overall
probability of default (as reflected in the B2 PDR) and a below-
average mean family loss given default assessment of 35% (or an
above-average mean family recovery estimate of 65%), in line with
Moody's LGD Methodology and typical treatment for an all-first-
lien senior secured debt capital structure.

This is the first rating action under the post-acquisition company
structure for RCN.  The last related rating action was for Yankee
Cable Acquisition, LLC, on May 6, 2010, when Moody's assigned
provisional ratings for the company, including (P)B1 ratings to
the proposed $600 million of combined credit facilities.

                          Rating Outlook

The stable rating outlook reflects Moody's expectation that RCN
will continue to generate positive free cash flow and realize
further revenue and EBITDA growth, with Moody's-adjusted debt-to-
EBITDA leverage remaining around 4x and trending lower.

                 What Could Change the Rating -- Up

Moody's would consider a potential outlook change to Positive
and/or prospective upward rating migration if the company
maintains and commits to a more conservative financial profile
(characterized by leverage trending towards and remaining below
3.25x on a sustained basis) and continues recent trends evidenced
by further bundled subscriber penetration rates and increasingly
meaningful free cash flow generation while good liquidity is
maintained.

                What Could Change the Rating -- Down

Ratings could experience downward pressure if liquidity erodes
and/or RCN faces declining operational performance, including
revenue, EBITDA and/or subscriber reductions within its core
residential business lines.  Additionally, ratings could face
downward pressure if management more aggressively pursues debt-
financed dividends and/or acquisitions leading to debt-to-EBITDA
leverage being sustained above 4.5x.

                         Corporate Profile

Based in Herndon, Virginia, RCN Telecom Services, LLC, is a
competitive broadband services provider of bundled cable, high-
speed Internet and voice services to residential and small-medium
business customers primarily located in high-density Northeast
(Washington, D.C.; Philadelphia and Lehigh Valley, PA; New York
City; Boston) and Chicago markets.  The company served
approximately 356 thousand basic video subscribers at 6/30/10 and
generated $571 million of trailing revenue over the preceding
twelve months on a stand-alone basis proforma for the recent asset
split from RCN Metro.


UAL CORP: S&P Raises Corporate Credit Rating to 'B' From 'B-'
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it has raised its
ratings, including the CCR, on UAL Corp. and subsidiary United Air
Lines Inc. to 'B' from 'B-', based on S&P's view of the credit
quality of a consolidated United Continental Holdings Inc., which
will own United and Continental Airlines.  S&P raised or affirmed
its ratings on United's EETC's.  S&P removed all ratings from
CreditWatch, where S&P placed them May 3, 2010.  The outlook on
the CCR is stable.

"S&P's upgrade on UAL and United is based on its evaluation of the
consolidated credit quality of UCHI, which UAL and Continental
Airlines will form upon a merger that they hope to close on
Oct. 1, 2010," said Standard & Poor's credit analyst Philip
Baggaley.  "The upgrade reflects also the rapid progress that UAL
has made in restoring its financial performance and liquidity
since mid-2009.  UCHI will own Continental and United, and plans
to merge the two airlines' operations later (targeted for late
2011-early 2012).  Once the merger is fully implemented and
operational changes completed (likely 2013), the combined entity
should benefit from various revenue and cost synergies that the
managements of the two airlines estimate at $1 billion-
$1.2 billion annually.  There will also be one-time merger
integration costs that management estimates at $1.2 billion spread
over three years.  S&P expects that UHCI--helped by much improved
earnings at both Continental and, especially, United this year--
should generate fully adjusted EBITDA interest coverage of around
2x and funds flow to debt in the low-teens percent range over the
next several years.  S&P characterizes UAL's (based on UCHI's
consolidated credit profile) business risk profile as weak and its
financial profile as highly leveraged."

S&P expects UCHI and its airline subsidiaries will benefit from
merger revenue synergies, mainly on market share shift and
improved traffic mix (more business passengers) generated by the
more-comprehensive route systems and the ability to optimize the
size of aircraft used on each route within a larger fleet and
route systems (allowing the airlines to reduce discounting excess
seat capacity on flights).  Management projects eventual
$800 million-$900 million revenue synergies -- about 2.7% of pro
forma combined revenues (trailing 12 months through June 30,
2010).  This compares with an original forecast by Delta Air Lines
Inc.'s management equal to about 2.2% of combined revenues in its
2008 merger with Northwest Airlines Corp. Delta has since
increased its estimates of eventual revenue synergies several
times; by mid-2009, less than a year after the merger, management
had raised its forecast of eventual revenue synergies to 4.2% of
their premerger combined revenues.  The Delta-Northwest merger was
similar to the planned Continental-UAL combination in terms of
joining complementary route systems to create a much more complete
system.  In its estimates of added revenues, management has
excluded some revenue gains from Continental's switch to the Star
Alliance global airline group.  Accordingly, S&P believes that
UCHI's current revenue synergy estimates are overall plausible.

S&P's outlook, consistent with its ratings, anticipates completion
of the planned merger of UAL and Continental.  S&P does not expect
a rating change for United Continental Holdings Inc. and its two
major operating subsidiaries, Continental and United, over the
next year.  "However, if continued strong earnings and achievement
of merger synergies faster than expected allows the consolidated
entity to consistently generate adjusted funds flow to debt in the
15%-20% range, S&P could raise its ratings.  On the other hand, if
adverse industry conditions (which could be triggered by a double-
dip recession or serious fuel price spike) or much-worse-than
anticipated merger integration problems cause financial results to
deteriorate so that funds flow to debt falls into the mid-single-
digit percent area, S&P could lower ratings," Mr. Baggaley added.


TEREX CORP: To Amend Credit Agreement to Gain Flexibility
---------------------------------------------------------
Carla Main at Bloomberg News reports that Terex Corp. said it is
seeking to amend its bank credit facility.  The revisions would
allow Terex to prepay 100% of the outstanding principal amount of
its term loans under a credit facility of about $270 million.
In addition, the amendment would give Terex the flexibility to
redeem or repurchase debt, as well as to make acquisitions.

Terex Corporation, headquartered in Westport, Connecticut, is a
diversified global manufacturer supporting the construction,
mining, utility and other end markets.  Revenues for the last 12
months through March 31, 2010, totaled approximately $4.0 billion.

                           *     *     *

As reported in the TCR on June 30, 2010, Moody's Investors Service
upgraded Terex Corporation's Speculative Grade Liquidity Rating to
SGL-2 from SGL-3 and affirmed the company's Corporate Family and
Probability of Default Ratings at B2.  Although Moody's affirmed
the majority of the company's instrument ratings, the company's
$300 million 7-3/8% subordinated notes were downgraded to B1 from
Ba3.  The ratings outlook remains stable.

Moody's said, "Terex's B2 CFR continues to reflect its high
leverage and its weak profitability resulting from the poor demand
environment for the company's products.  However, it also
incorporates the company's strong, well established position as a
manufacturer of heavy equipment for the construction,
infrastructure, and energy markets, as well as its good liquidity
profile."


UNIFI INC: Outgoing Director Sileck Unloads 30,000 Shares
---------------------------------------------------------
Michael Sileck, a director at Unifi Inc., disclosed that on
September 22 and 23, he disposed of 30,000 shares of the company's
common stock, reducing his stake to 15,000 shares.  The shares
were sold for between $4.45 and $4.49 during the period.

As reported by the Troubled Company Reporter, Unifi received on
Aug. 19, 2010, notice from Mr. Sileck will not stand for re-
election for his director position at the Company's next annual
meeting of shareholders.

The Annual Shareholders' meeting is set for October 27.

As of September 6, 2010, the number of shares of the Company's
common stock outstanding was 60,172,300.

                         About Unifi

Unifi, Inc. (NYSE: UFI) -- http://www.unifi.com/and
http://www.repreve.com/-- is a diversified producer and processor
of multi-filament polyester and nylon textured yarns and related
raw materials.  The Company adds value to the supply chain and
enhances consumer demand for its products through the development
and introduction of branded yarns that provide unique performance,
comfort and aesthetic advantages.  Key Unifi brands include, but
are not limited to: AIO(R) - all-in-one performance yarns,
SORBTEK(R), A.M.Y.(R), MYNX(R) UV, REPREVE(R), REFLEXX(R),
MICROVISTA(R) and SATURA(R). Unifi's yarns and brands are readily
found in home furnishings, apparel, legwear, and sewing thread, as
well as industrial, automotive, military, and medical
applications.

As reported by the Troubled Company Reporter on November 20, 2009,
Moody's Investors Service revised Unifi, Inc.'s ratings outlook to
stable from negative.  Moody's affirmed the company's Caa1
Corporate Family and Probability of Default Ratings, and the Caa2
rating on its senior secured notes due 2014.

Standard & Poor's Ratings Services said that it placed its
ratings, including the 'B-' corporate credit rating, on
Greensboro, N.C.-based Unifi Inc. on CreditWatch with positive
implications.


UNIVERSAL BUILDING: Court OKs Sale of Assets to UBP Acquisition
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Universal Building Products., et al., to sell certain of their
assets to the secured creditor UBP Acquisition Corp.

UBP Acquisition holds $40,331,692 of allowed claim.

No competing bids were submitted other than the purchaser's bid.

The purchaser agreed to provide a DIP facility to enable the
Debtors to conduct an orderly wind-down, including confirmation
and consummation of a Chapter 11 Liquidating Plan.

The purchaser will have no obligations with respect to any
liabilities of the Debtors other than its obligations under the
agreement.

The transaction does not contemplate a consolidation, merger or de
facto merger of the purchaser and the Debtors.

                      About Universal Building

Westminster, California-based Universal Building Products, Inc.,
dba UBP, filed for Chapter 11 bankruptcy protection on August 3,
2010 (Bankr. D. Del. Case No. 10-12453).  Mark Minuti, Esq.,
MaryJo Bellew, Esq., and Teresa K.D. Currier, Esq., at Saul Ewing
LLP, assists the Debtor in its restructuring effort.  UBP
estimated $1 million to $10 million in assets and $10 million to
$50 million in debts in its petition.

The Debtor's affiliates Accubrace, Inc. (Bankr. D. Del. Case No.
10-12454), Don De Cristo Concrete Accessories, Inc. (Case No. 10-
12455), Form-Co, Inc. (Case No. 10-12456), and Universal Form
Clamp, Inc. (Case No. 10-12457), filed separate Chapter 11
petitions on August 4, 2010.  Accubrace estimated $500,001 to
$1 million in assets and $10 million to $50 million in debts.


UNIVERSAL BUILDING: Hearing on Trustee Appointment Set for Today
----------------------------------------------------------------
The Hon. Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware will convene a hearing today, September 27,
2010, at 2:00 p.m. (prevailing Eastern Time), to consider the
request to appoint a Chapter 11 trustee in the reorganization case
of Universal Building Products, Inc., et al.

The Official Committee of Unsecured Creditors asked the Court to
appoint the Chapter 11 trustee, or in the alternative terminate
the period which the Debtors have their exclusivity periods.

The Committee explained it wants to ensure that the winding down
of the Debtors' and closure of the Chapter 11 proceedings are done
in the most cost-effective manner; and that the liquidation of the
remaining assets will be handled impartially.

The Committee intended to file a plan or competing plan because
the Debtor refused to consider its proposals, disregarded
unsecured creditors' interests, and proposed a Plan to the
detriment of the estates and the unsecured creditors.

                      About Universal Building

Westminster, California-based Universal Building Products, Inc.,
dba UBP, filed for Chapter 11 bankruptcy protection on August 3,
2010 (Bankr. D. Del. Case No. 10-12453).  Mark Minuti, Esq.,
MaryJo Bellew, Esq., and Teresa K.D. Currier, Esq., at Saul Ewing
LLP, assists the Debtor in its restructuring effort.  UBP
estimated $1 million to $10 million in assets and $10 million to
$50 million in debts in its petition.

The Debtor's affiliates Accubrace, Inc. (Bankr. D. Del. Case No.
10-12454), Don De Cristo Concrete Accessories, Inc. (Case No. 10-
12455), Form-Co, Inc. (Case No. 10-12456), and Universal Form
Clamp, Inc. (Case No. 10-12457), filed separate Chapter 11
petitions on August 4, 2010.  Accubrace estimated $500,001 to
$1 million in assets and $10 million to $50 million in debts.


UNIVERSAL BUILDING: Units File Schedules of Assets and Liabilities
------------------------------------------------------------------
Universal Form Clamp, Inc, a debtor-affiliate of Universal
Building Products, Inc., filed with the U.S. Bankruptcy Court for
the District of Delaware its schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                  $955,480
  B. Personal Property            $61,429,333
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $40,331,692
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $107,789
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $10,398,342
                                 -----------      -----------
        TOTAL                     $62,384,813      $50,837,823

Form-Co, Inc., another debtor-affiliate of Universal Building,
disclosed 4,269,379 in assets and 41,340,026 in liabilities.

                      About Universal Building

Westminster, California-based Universal Building Products, Inc.,
dba UBP, filed for Chapter 11 bankruptcy protection on August 3,
2010 (Bankr. D. Del. Case No. 10-12453).  Mark Minuti, Esq.,
MaryJo Bellew, Esq., and Teresa K.D. Currier, Esq., at Saul Ewing
LLP, assists the Debtor in its restructuring effort.  UBP
estimated $1 million to $10 million in assets and $10 million to
$50 million in debts in its petition.

The Debtor's affiliates Accubrace, Inc. (Bankr. D. Del. Case No.
10-12454), Don De Cristo Concrete Accessories, Inc. (Case No. 10-
12455), Form-Co, Inc. (Case No. 10-12456), and Universal Form
Clamp, Inc. (Case No. 10-12457), filed separate Chapter 11
petitions on August 4, 2010.  Accubrace estimated $500,001 to
$1 million in assets and $10 million to $50 million in debts.


VENTANA HILLS: Plan Outline Hearing Continued Until October 21
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
has continued until October 21, 2010, at 10:30 a.m., the hearing
to consider adequacy of the Disclosure Statement explaining
Ventana Hills Associates Ltd., and Ventana Hills Phase II, L.P.'s
proposed Chapter 11 Plan.  Objections, if any, are due October 5.

As reported in the Troubled Company Reporter on August 9, the Plan
contemplates the Debtor's continued operation in a like manner as
it is currently operating.  All payments to be made under the Plan
will be made from the following sources: (a) rental and other
income generated by the property comprised of 470 residential
rental apartment units located in 30 buildings spread over 63
acres; and, (b) the recoveries, if any, from any cause of action.
The Debtor will continue its operations at the property and will
retain its current managers and its employees.

                        Treatment of Claims

   Class of Claims & Interests                 Payment
   ---------------------------                 -------
   1- Anglo Irish Bank Secured Claim       Paid in full
   2- Real Estate Tax Secured Claim        Paid in full
   3- Other Secured Claims                 Paid in full
   4- Tenant Claims                        Paid in full
   5- Unsecured Claims                     Paid in full
   6- Ownership Interests                  No distribution

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

                  About Ventana Hills Associates

Ventana Hills Associates, Ltd., is the owner and operator of a
residential apartment project located in Pittsburgh, Pennsylvania,
known as "Ventana Hills Apartments.  Ventana Hills Apartments was
constructed in 2002 as a rental apartment community, in two
phases, and was purchased by the Debtor in 2004 for $50,000.

Ventana Hills Associates and affiliate Ventana Hills Phase II,
L.P., filed for Chapter 11 on November 3, 2009 (Bankr. N.D. Ill.
Case No. 09-41755).  The Debtors each estimated assets of and
debts of $50 million to $100 million in their respective
petitions.  Richard H. Fimoff, Esq., at Robbins, Salomon & Patt
Ltd., in Chicago, Illinois, represent the Debtor.


VICTOR VALLEY: Wants Prime-Led Auction; Potential Bidder Surfaces
-----------------------------------------------------------------
Victor Valley Community Hospital asks the U.S. Bankruptcy Court
for the Central District of California to approve procedures for
conducting a sale of its acute care hospital Victor Valley
Community Hospital and outpatient, ancillary and other healthcare
businesses incident to the operation of the Hospital.

The Debtor entered into an asset sale agreement wherein it will
sell the assets free and clear of all liens, claims, interests and
encumbrances to Prime Healthcare Services Foundation, Inc., for
$25 million less offsets for obligations that are assumed but not
paid now, including: (a) the balance due under the First and
Second Extended Repayment Plans to Medi-Cal, and (b) the amount of
accrued payroll and paid time off for employees hired by Prime
Healthcare; plus forgiveness of whatever is advanced pursuant to
the DIP bridge loan which is not to exceed $3.2 million. In
addition, pursuant to the ASA Prime Healthcare has promised to
make about $15 million of capital expenditures over the next five
years.

In the event that the Debtor receives a competing bid, an auction
will be held on October 15, 2010, beginning at 10:00 a.m. (Pacific
time), with Prime Healthcare as stalking horse purchaser.  The
Debtor proposes that Prime Healthcare be entitled to receive a
break-up fee of $650,000, if it isn't chosen as the winning
bidder.

Potential Purchasers seeking to overbid Prime will have until
October 5, 2010, to complete their due diligence.  Potential
Purchasers must submit any offers to the Debtor by October 8,
2010, at 5:00 p.m. (Pacific time).

Offer must be for at least $29,350,000, consisting of the
aggregate amount of the $25 million Purchase Price, the
$3.2 million of Debtor-in-Possession Financing being provided to
the Debtor by Prime Healthcare that Prime Healthcare is prepared
to forgive, and the initial Overbid Increment of $1,150,000.  An
Offer will also be accompanied by a deposit paid to the Debtor in
an amount equal to $5,750,000.

Any opposition to the proposed sale procedures must be in writing
and filed and served so that it is received by proposed counsel
for the Debtor not later than 5:00 p.m. Pacific time on the day
preceding the hearing.  No later than October 12, 2010, the Debtor
will notify Potential Purchasers submitting offers if they are
Qualified Bidders and entitled to participate in the Auction to
overbid Prime Healthcare.

Oppositions to the proposed sale will be filed and served by no
later than 5:00 p.m. Pacific time on October 18, 2010.

The hearing to confirm the proposed sale will be conducted on
October 20, 2010, at a time convenient to the Court's calendar, or
on a later date as ordered by the Court.

                            Objections

The Senior Associates Group, Inc., an interested party and
potential bidder and purchaser, and creditor Cerner Corporation
object to the Debtor's request to sell the assets.

The Senior Associates objects to (1) the incomplete status of the
proposed stalking horse agreement upon which bidders must base
competing bids, (2) the inadequacy of the time permitted for
interested parties to conduct due diligence and to submit bids,
(3) the conditions under which the break-up fee would be payable
to the stalking horse bidder, and (4) a certain "credit bid"
provision that would permit the stalking horse bidder to
effectively double-count its break-up fee and unfairly prejudice
competing bidders.

"Equally remarkable, the Debtor further proposes to allow Prime to
credit bid the break-up fee 'in any overbid that it may elect to
make with respect to the Assets.'  This would allow Prime to
effectively 'double count' and unfairly benefit in from the break-
up fee.  To illustrate, if a competing bidder offers an initial
overbid of $31.5 million for the Assets, which is inclusive of the
break-up fee, Prime could make a qualifying successive overbid by
bidding only $31.1 million.  Although $400,000 less, this bid by
Prime would technically satisfy the minimum incremental overbid
requirement of $250,000 because Prime will have been permitted to
"credit bid" its $650,000 break-up fee.  This would be patently
unfair, because the $650,000 break-up fee already has been
accounted for in the initial overbid -- giving Prime an unfair
advantage over potential overbidders," The Senior Associates said.

According to The Senior Associates, permitting Prime Healthcare to
repeatedly credit bid the break-up fee in connection with
subsequent overbids will provide it with an unfair, perpetual
bidding advantage at the expense of competing bidders, and will
deprive the estate of the benefit of the full amount of any
competitive bidder's bid.  The Debtor has provided no authority to
support the provision.  "It is fundamentally inequitable to
competing bidders to require them to satisfy the break-up fee as
part of a Qualified Bid and grant Prime the right to credit bid
the break-up fee in subsequent overbids, and it is improper to
allow Prime to obtain the benefit of the break-up fee when it is
the successful purchaser of the Assets," The Senior Associates
stated.

The Senior Associates requests that the Court deny approval of the
Sale Motion in part and modify the proposed sale procedures, to
(i) extend the applicable sale-related deadlines to permit a
meaningful and competitive bidding process to actually occur,
(ii) prohibit Prime Healthcare from receiving a break-up fee
unless the Court enters a final order approving the sale of the
Assets to a competing bidder, and (iii) to prohibit Prime from
credit bidding the break-up fee as part of any overbid.

Cerner said that the Debtor's sale procedures motion contemplates
the assignment of executory contracts and unexpired leases to the
purchaser of the Debtor's assets, but includes no procedures for
notifying contract and lease counterparties of the proposed
assumption and assignment or cure.  Cerner requests that any
notice given to Cerner in connection with the proposed sale be
sent to its undersigned counsel.  Cerner notes that the system
agreement and schedules comprising the agreement contain several
addresses.  Having the certainty of one address to serve as the
notice address for Cerner should benefit the Debtor as well as
Cerner.

The Senior Associates is represented by Klee, Tuchin, Bogdanoff &
Stern LLP.

Cerner is represented by Stinson Morrison Hecker LLP And O'Neil
LLP.

                     About Victor Valley

Victor Valley Community Hospital -- http://www.vvch.org/--
operates a health care facility.  It has a rural nonprofit
hospital operator in Southern California.

Victor Valley Community Hospital filed for Chapter 11 protection
on September 13, 2010 (Bankr. C.D. Calif. Case No. 10-39537
The Debtor estimated assets and debts of $10 million to
$50 million in its Chapter 11 petition.  Debt includes
$4.5 million owed to the bank lender.  Unsecured creditors are
owed $16.5 million. Mary D. Lane, Esq., Samuel R. Maizel, Esq.,
and Scotta E. McFarland, Esq., at Pachulski Stang Ziehl & Jones
LLP.


WARNER CHILCOTT: Moody's Rates $500 Mil. Note Offering at 'B3'
--------------------------------------------------------------
Moody's Investors Service commented that there is no impact on the
ratings or outlook of Warner Chilcott Company, LLC, Warner
Chilcott Corporation, and WC Luxco S.a r.l. (subsidiaries of
Warner Chilcott plc) following the announcement that the company
would offer $500 million of senior unsecured notes as a follow-on
to its $750 million senior unsecured note offering of August 2010.
Moody's rates the senior unsecured notes B3.  There is no change
to the B1 Corporate Family Rating, Ba3 rating on the senior
secured credit facilities, or the SGL-1 Speculative Grade
Liquidity Rating.  The rating outlook is stable.

Headquartered in Ardee, Ireland, Warner Chilcott plc is a
specialty pharmaceutical company currently focused on women's
healthcare, gastroenterology, dermatology and urology.  For the
first six months of 2010, the company reported total revenue of
approximately $1.58 billion.


WARNER CHILCOTT: S&P Affirms 'B+' Rating on Senior Unsec. Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its 'B+'
issue-level rating on Warner Chilcott Co. LLC's 7.75% senior
unsecured notes due 2018, following the company's $500 million
add-on offering.  The '6' recovery rating on the notes remains
unchanged.  Warner Chilcott has increased its outstanding
$750 million 7.75% senior unsecured notes due 2018 to
$1.25 billion.  These notes are an add-on to those placed Aug. 5,
2010, and will have terms identical to the earlier notes.

The company intends to use proceeds from the notes to finance the
$400 million acquisition of previously co-promoted urology drug
Enablex from partner Novartis AG (AA-/Stable/A-1+).  The remaining
$100 million, net of issuance expenses, will remain available to
Warner Chilcott for general corporate purposes.

"S&P's corporate credit rating on [parent] Warner Chilcott
reflects the expectation that the threat of generic competition to
the company's product portfolio and its limited R&D capabilities
will result in additional product or company acquisitions over the
next one to two years," said Standard & Poor's credit analyst
Michael G.  Berrian.  The acquisition of Enablex, which has patent
protection until mid-2016, continues to demonstrate this strategy
and will bolster the company's urology product portfolio.

The 'BB' corporate credit rating on parent Warner Chilcott plc
remains unchanged.

                       Warner Chilcott plc

         Corporate Credit Rating            BB/Stable/--

           Ratings Affirmed; Recovery Rating Unchanged

                      Warner Chilcott Co. LLC

     Senior Unsecured 7.75% Notes due 2018                 B+
       Recovery Rating                                     6


WESTERN LIBERTY: Shareholders Approve Service1st Acquisition
------------------------------------------------------------
Western Liberty Bancorp said on Sept. 22, 2010, Service1st Bank of
Nevada shareholders voted to approve the acquisition of Service1st
by WLBC.

Additionally, WLBC has reached a definitive agreement with the
holders of a majority of its outstanding warrants to purchase
common stock to eliminate the warrants.  As a result of the new
agreement, warrant holders will instead have an existing share of
the Company's Common Stock for every 32 warrants, and will receive
a consent fee of $0.06 in cash for each warrant.  Fractional
shares of Common Stock will not be issued.

Michael Frankel, Chairman-designate of WLBC, commented "We are
very excited that Service1st has voted to approve our transaction
and look forward to partnering with Service1st's management team
to drive value creation for our shareholders.  Additionally, we
believe the warrant restructuring is a significant step in
simplifying the Company's capital structure, facilitating the
expected closing of Western Liberty's acquisition of Service1st,
as well as any future capital raising.  Pending regulatory
approval for WLBC's acquisition of Service1st, the acquisition is
expected to close in October."

                       About Western Liberty

Western Liberty Bancorp, formerly Global Consumer Acquisition
Corp., was formed to consummate an acquisition, capital stock
exchange, asset acquisition, stock purchase, reorganization or
similar business combination with one or more businesses.  The
Company is focused on operating as a bank holding company.  It
focuses on providing a range of community banking services.
During the year ended December 31, 2009, the Company had not
generated any revenue.

Western Liberty Bancorp. reached a consent agreement with the
Federal Deposit Insurance Corp.  Western Liberty entered into a
Merger Agreement, dated as of November 6, 2009, for the merger of
WL-S1 Interim Bank, a Nevada corporation, with and into Service1st
Bank of Nevada, a Nevada- chartered non-member bank.

On September 1, 2010, Service1st, without admitting or denying any
possible charges relating to the conduct of its banking
operations, agreed with the FDIC and the Nevada Financial
Institutions Division to the issuance of a Consent Order.  Under
the Consent Order, Service1st has agreed, among other things, to:

    (i) assess the qualification of, and have and retain
        qualified, senior management commensurate with the size
        and risk profile of Service1st;

   (ii) maintain a Tier 1 leverage ratio at or above 8.5% (as of
        June 30, 2010, Service1st's Tier 1 leverage ratio was at
        9.62%) and a total risk-based capital ratio at or above
        12.0% (as of June 30, 2010, Service1st's total risk-based
        capital ratio was at 16.88%); and

  (iii) continue to maintain an adequate allowance for loan and
        lease losses.


WHITE BIRCH: Black Diamond Consortium Wins Auction
--------------------------------------------------
Ross Marowits at The Canadian Press reports that White Birch Paper
has completed a key step in a long path to restructuring after the
newsprint producer's largest creditor won an auction for the
company with its stalking horse bid of US$150-million, which
included cash held by the insolvent company.

A consortium of creditors led by Black Diamond Capital Management
beat out another bidder during the auction held Tuesday, The
Canadian Press says.

According to the report, Black Diamond had estimated the total
purchase price for operations in Quebec and the U.S. would be
US$178 million - including $90 million cash plus the repayment of
certain obligations.

The Canadian Press relates that Black Diamond said it plans to
retain all of the insolvent company's current 1,200 employees
provided that unionized workers amend existing collective
agreements.  Black Diamond, along with its partners, own 65.5% of
White Birch's debt.

The Canadian Press notes that the auction was conducted by a group
of creditors after being delayed by a Quebec judge following
complaints from a dissatisfied creditor.  Lawyers representing
Service d'Impartition Industrial questioned whether the court had
earlier been mislead about the dire financial condition of White
Birch, the report adds.

A court hearing to approve the sale will be held on September 29.

                         About White Birch

White Birch Paper Company -- http://www.whitebirchpaper.com/-- is
the second largest newsprint manufacturer in North America with
operations in both Canada and the United States.

The Company filed for Chapter 15 protection on February 24, 2010
(Chapter 15 E.D. Va. Case No. 10-31234).  White Birch estimated
assets of $100 million to $500 million and liabilities of
$500 million to $1 billion.

Its debtor-affiliate, Bear Island Paper Company, L.L.C., filed for
Chapter 11 protection (Bankr. Case No. 10-31202).  In its
petition, Bear Island estimated assets of $100 million to $500
million and debts ranging from $500 million to $1 billion.


YELLOWSTONE CLUB: Porcupine Creek to Be Sold for $55 Million
------------------------------------------------------------
Melanie Cohen, writing for Dow Jones' Daily Bankruptcy Review,
reports that Timothy and Edra Blixseth's former Rancho Mirage,
Calif., home is now being sold for $55 million from the original
asking price of $75 million.  The 28,000-square-foot home, which
boasts 16 bedrooms, multiple fireplaces, an elevator and a 19-hole
golf course, was built in 2000, having been completed around the
time Edra and ex-husband Timothy Blixseth co-founded the ultra-
exclusive Yellowstone Club resort.

According to the Desert Sun, Edra Blixseth took sole control of
the estate following a divorce settlement with Timothy Blixseth
two years ago, just a couple of months before Yellowstone Club
filed for bankruptcy protection with hundreds of millions of
dollars in debt.  In March 2009, Edra Blixseth also filed for
personal bankruptcy, owing between $500 million and $1 billion.
The estate is now being sold for Yellowstone Club's creditors and
the holding company, and the sale needs to be approved by the U.S.
Bankruptcy Court in Butte, Mont.

DBR relates the Porcupine Creek price change follows a court order
earlier this month for Timothy Blixseth to pay creditors only
$40.1 million of the $286.4 million creditors first sought.  Mr.
Blixseth said in an interview earlier this month with Daily
Bankruptcy Review that there was "major bankruptcy fraud" in the
case on the part of Edra Blixseth and current club owner Sam
Byrne, whom he accused of conspiring to put the club in bankruptcy
so it could be sold on the cheap.  Edra Blixseth and Mr. Byrne
have denied the allegations, according to DBR.

                     About Yellowstone Club

Located near Big Sky, Montana, Yellowstone Club --
http://www.theyellowstoneclub.com/-- is a private golf and ski
community with more than 350 members, including Bill Gates and Dan
Quayle.  The Company was founded in 1999.

Yellowstone Mountain Club LLC and its affiliates filed for Chapter
11 on Nov. 10, 2008 (Bankr. D. Mont. Case No. 08-61570).  The
Company's owner affiliate Edra D. Blixseth, filed for Chapter 11
on March 27, 2009 (Bankr. D. Mont. Case No. 09-60452).

In June 2009, the Bankruptcy Court entered an order confirming
Yellowstone's Chapter 11 Plan.  Pursuant to the Plan, CrossHarbor
Capital Partners, LLC, acquired equity ownership in the
reorganized club for $115 million.

Attorneys at Bullivant Houser Bailey PC and Bekkedahl & Green
PLLC, represented the Debtors.  The Debtors hired FTI Consulting
Inc. and Ronald Greenspan as CRO.  The official committee of
unsecured creditors were represented by Parsons, Behle and
Latimer, as counsel, and James H. Cossitt, Esq., at local counsel.
Credit Suisse, the prepetition first lien lender, was represented
by Skadden, Arps, Slate, Meagher & Flom.

The Court entered an order confirming The Yellowstone Club's
Chapter 11 Plan of Reorganization in June 2009.


* S&P's 2010 Global Corp. Defaults Total Now at 55
--------------------------------------------------
U.S. specialty pharmaceutical company Graceway Pharmaceuticals
failed to make an interest payment on its $330 million second-lien
loan, causing it to default as per Standard & Poor's Ratings
Services' criteria. This raises the year-to-date 2010 global
corporate default tally to 55, said an article published September
24 by Standard & Poor's Global Fixed Income Research, titled
"Global Corporate Default Update (Sept. 17 - 23, 2010) (Premium)."

By region, the current year-to-date default tallies are 40 in the
U.S., two in Europe, five in the emerging markets, and eight in
the other developed region (Australia, Canada, Japan, and New
Zealand).

So far this year, missed interest or principal payments are
responsible for 18 defaults; distressed exchanges account for 16;
Chapter 11 filings account for 12; receiverships account for two;
regulatory directives, debt reorganization, and the exercising of
payment-in-kind toggle options are responsible for one each; and
the remaining four defaulted issuers are confidential.

Of the global corporate defaulters in 2010, 42% of issues with
available recovery ratings had recovery ratings of '6' (indicating
our expectation for negligible recovery of 0% to 10%), 12% of the
issues had recovery ratings of '5' (modest recovery prospects of
10% to 30%), 12% had recovery ratings of '4' (average recovery
prospects of 30% to 50%), and 15% had recovery ratings of '3'
(meaningful recovery prospects of 50% to 70%).  And for the
remaining two rating categories, 10% of the issues had recovery
ratings of '2' (substantial recovery prospects of 70% to 90%) and
10% had recovery ratings of '1' (very high recovery prospects of
90% to 100%).

S&P added, "In our view, a modest amount of maturing debt over the
next four quarters is one of the key factors that should keep
default rates low in the one-year forecast horizon, even though
many speculative-grade issuers could have a tough time refinancing
if financial conditions worsen materially.  Our baseline
projection for the U.S. corporate speculative-grade default rate
in the 12 months ending in June 2011 is 2.8%, with alternative
scenarios of 2.5% at the optimistic end and 4.5% at the
pessimistic end.  Our pessimistic scenario is the same as the
long-term (1981 to 2009) average default rate.  Our forecasts are
based on quantitative and qualitative factors that we consider,
including, but not limited to, Standard & Poor's proprietary
default model for the U.S. corporate speculative-grade bond
market."


* Re-Default Rate on Home Loan Modifications Drops
--------------------------------------------------
According to reporting by Bloomberg News, the U.S. Treasury
Department said that the number of delinquent borrowers who
re-defaulted after home loan modifications declined as lenders
offered more generous payment reductions.

Six months after receiving a modification, 32% of borrowers were
at least 60 days delinquent through the period ending June 30,
down from 45% a year earlier, the Treasury Department's Office of
the Comptroller of the Currency and Office of Thrift Supervision
reported Sept. 24.  The number of seriously delinquent mortgages
declined 5.7% as of June 30 to 2.08 million from 2.39 million
three months earlier, the report said.


* Large Companies With Insolvent Balance Sheets
-----------------------------------------------

                                                           Total
                                               Total      Share-
                                   Total     Working    Holders'
                                  Assets     Capital      Equity
  Company           Ticker         ($MM)       ($MM)       ($MM)
  -------           ------        ------     -------    --------
AUTOZONE INC        AZO US       5,571.6      (452.1)     (738.8)
LORILLARD INC       LO US        3,140.0     1,654.0       (54.0)
DUN & BRADSTREET    DNB US       1,632.5      (475.7)     (783.9)
MEAD JOHNSON        MJN US       2,032.0       357.5      (509.3)
TAUBMAN CENTERS     TCO US       2,560.9         -        (510.5)
BOARDWALK REAL E    BEI-U CN     2,364.5         -         (64.6)
NAVISTAR INTL       NAV US       9,418.0     2,011.0    (1,040.0)
BOARDWALK REAL E    BOWFF US     2,364.5         -         (64.6)
CHOICE HOTELS       CHH US         390.2      (291.4)      (97.0)
WEIGHT WATCHERS     WTW US       1,090.1      (344.4)     (693.5)
SUN COMMUNITIES     SUI US       1,167.4         -        (123.0)
TENNECO INC         TEN US       2,980.0       286.0       (47.0)
WR GRACE & CO       GRA US       4,053.3     1,257.7      (229.5)
UNISYS CORP         UIS US       2,714.4       366.1    (1,080.1)
CABLEVISION SYS     CVC US       7,631.6         3.8    (6,183.6)
MOODY'S CORP        MCO US       1,957.7      (134.2)     (491.9)
IPCS INC            IPCS US        559.2        72.1       (33.0)
UAL CORP            UAUA US     20,134.0    (1,590.0)   (2,756.0)
VENOCO INC          VQ US          709.1        14.1      (118.6)
DISH NETWORK-A      DISH US      9,031.0       608.6    (1,580.3)
CABLEVISION SYS     CVY GR       7,631.6         3.8    (6,183.6)
THERAVANCE          THRX US        232.4       180.2      (126.0)
VECTOR GROUP LTD    VGR US         850.0       288.8       (19.6)
HEALTHSOUTH CORP    HLS US       1,756.1       112.5      (429.9)
CHENIERE ENERGY     CQP US       1,769.5        37.3      (503.5)
NATIONAL CINEMED    NCMI US        725.5        90.2      (381.7)
ARVINMERITOR INC    ARM US       2,817.0       313.0      (909.0)
OTELCO INC-IDS      OTT-U CN       333.3        25.6        (1.2)
PROTECTION ONE      PONE US        562.9        (7.6)      (61.8)
OTELCO INC-IDS      OTT US         333.3        25.6        (1.2)
INCYTE CORP         INCY US        493.7       340.3      (104.8)
CARDTRONICS INC     CATM US        472.6       (25.3)       (2.1)
UNITED RENTALS      URI US       3,574.0        24.0       (50.0)
DISH NETWORK-A      EOT GR       9,031.0       608.6    (1,580.3)
JUST ENERGY INCO    JE-U CN      1,780.6      (470.0)     (279.3)
REGAL ENTERTAI-A    RGC US       2,575.0      (219.7)     (283.5)
DOMINO'S PIZZA      DPZ US         418.6        88.0    (1,263.1)
TEAM HEALTH HOLD    TMH US         828.2        80.0       (37.8)
KNOLOGY INC         KNOL US        648.0        48.7       (13.5)
BOSTON PIZZA R-U    BPF-U CN       110.2         2.3      (117.7)
LIBBEY INC          LBY US         794.2       144.4       (11.7)
INTERMUNE INC       ITMN US        161.4        84.7       (46.5)
FORD MOTOR CO       F US       183,156.0   (23,512.0)   (3,541.0)
REVLON INC-A        REV US         776.3        76.9    (1,011.8)
AFC ENTERPRISES     AFCE US        114.5        (0.2)       (4.0)
GRAHAM PACKAGING    GRM US       2,096.9       228.4      (612.2)
WORLD COLOR PRES    WC CN        2,641.5       479.2    (1,735.9)
SALLY BEAUTY HOL    SBH US       1,517.1       345.6      (523.9)
WORLD COLOR PRES    WCPSF US     2,641.5       479.2    (1,735.9)
SUPERMEDIA INC      SPMD US      3,261.0       522.0       (22.0)
WORLD COLOR PRES    WC/U CN      2,641.5       479.2    (1,735.9)
ALASKA COMM SYS     ALSK US        627.4        15.0       (11.3)
JAZZ PHARMACEUTI    JAZZ US         97.3       (24.2)      (16.3)
COMMERCIAL VEHIC    CVGI US        276.9       111.2       (10.4)
PETROALGAE INC      PALG US          6.1        (8.9)      (47.4)
AMER AXLE & MFG     AXL US       2,027.7        31.7      (520.4)
US AIRWAYS GROUP    LCC US       8,131.0      (220.0)     (168.0)
RURAL/METRO CORP    RURL US        288.5        34.6      (101.2)
FORD MOTOR CO       F BB       183,156.0   (23,512.0)   (3,541.0)
BLUEKNIGHT ENERG    BKEP US        297.3      (431.2)     (149.9)
CENTENNIAL COMM     CYCL US      1,480.9       (52.1)     (925.9)
HALOZYME THERAPE    HALO US         51.5        38.3       (14.1)
CC MEDIA-A          CCMO US     17,286.8     1,240.8    (7,209.3)
MORGANS HOTEL GR    MHGC US        774.4        50.5        (4.3)
RSC HOLDINGS INC    RRR US       2,690.2      (120.0)      (33.8)
LIONS GATE          LGF US       1,592.9      (783.4)       (1.6)
SINCLAIR BROAD-A    SBGI US      1,539.8        52.1      (170.4)
NPS PHARM INC       NPSP US        193.8       129.0      (179.5)
AMR CORP            AMR US      25,885.0    (2,015.0)   (3,930.0)
QWEST COMMUNICAT    Q US        18,959.0      (424.0)   (1,241.0)
MANNKIND CORP       MNKD US        239.6        11.0      (137.7)
MITEL NETWORKS C    MITL US        624.5       162.6       (48.1)
ACCO BRANDS CORP    ABD US       1,064.0       242.5      (125.6)
PALM INC            PALM US      1,007.2       141.7        (6.2)
ARQULE INC          ARQL US        118.5        53.9        (4.1)
PLAYBOY ENTERP-A    PLA/A US       189.0       (12.4)      (27.6)
PDL BIOPHARMA IN    PDLI US        271.5       (66.5)     (434.9)
VIRGIN MOBILE-A     VM US          307.4      (138.3)     (244.2)
CENVEO INC          CVO US       1,553.4       199.9      (183.8)
CONSUMERS' WATER    CWI-U CN       887.2         3.2      (258.0)
PLAYBOY ENTERP-B    PLA US         189.0       (12.4)      (27.6)
SANDRIDGE ENERGY    SD US        3,128.7      (109.4)     (118.5)
GENCORP INC         GY US          963.4       140.3      (241.2)
WARNER MUSIC GRO    WMG US       3,655.0      (546.0)     (174.0)
GLG PARTNERS-UTS    GLG/U US       400.0       156.9      (285.6)
GLG PARTNERS INC    GLG US         400.0       156.9      (285.6)
STEREOTAXIS INC     STXS US         50.9        (0.2)       (0.8)
EPICEPT CORP        EPCT SS         11.4         3.3       (10.2)
EXELIXIS INC        EXEL US        419.7        12.8      (214.7)
LIN TV CORP-CL A    TVL US         783.5        28.7      (156.5)
ABSOLUTE SOFTWRE    ABT CN         124.3        (5.1)       (2.6)
GREAT ATLA & PAC    GAP US       2,677.1       (51.0)     (524.0)
HOVNANIAN ENT-B     HOVVB US     1,909.8     1,264.2      (207.4)
EASTMAN KODAK       EK US        6,791.0     1,423.0      (208.0)
HOVNANIAN ENT-A     HOV US       1,909.8     1,264.2      (207.4)
PRIMEDIA INC        PRM US         218.9        (5.9)     (102.1)
ALEXZA PHARMACEU    ALXA US         71.3        21.0       (28.7)
MAGMA DESIGN AUT    LAVA US         74.6         9.6        (6.1)
ARRAY BIOPHARMA     ARRY US        159.2        39.4      (116.7)



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Howard
C. Tolentino, Joseph Medel C. Martirez, Denise Marie Varquez,
Philline Reluya, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2010.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
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re-mailing and photocopying) is strictly prohibited without prior
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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-
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firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
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