TCR_Public/100723.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Friday, July 23, 2010, Vol. 14, No. 202

                            Headlines


7677 EAST BERRY: Creditors Seek More Info on Transactions
ACCURIDE CORP: S&P Assigns Corporate Credit Rating at 'B'
ADVANCE AUTO: Moody's Reviews 'Ba1' Corporate for Upgrade
ADVOCATE FINANCIAL: Amends List of Largest Unsecured Creditors
AMBAC FINANCIAL: Managing Director Stevens Sells 20,800 Shares

AMES TRUE: S&P Puts 'B-' Corp. Rating on CreditWatch Positive
AMR CORP: Says Revenue Enhancement & Cost Savings Options Scarce
AUTOZONE INC: CEO Rhodes Acquires, Then Sells, 8,945 Shares
AUTOZONE INC: Controller Acquires, Then Sells, 3,000 Shares
AUTOZONE INC: Director Crowley Reports Sale of Shares

AUTOZONE INC: Edward Lampert, ESL Partners Sell Shares
AUTOZONE INC: Gen. Counsel Goldsmith Acquires 2,800 Shares
AVISTAR COMMS: SVP Michael Dignen Holds 200,000 in RSUs
BENCHMARK ELECTRONICS: Moody's Retains 'Ba3' Corp. Family Rating
BERNARD MADOFF: Picard Amends Lawsuit vs. Fairfield

BEST PAYPHONES: Dist. Ct. Affirms MetTel's Lost Profits Claim
BLOCKBUSTER INC: Wattles Sell-off Continues; 1.19MM Shares Dumped
BRIGHAM EXPLORATION: Files 11-K Report for 401(k) Plan
BRIGHAM EXPLORATION: General Counsel Potts Receives Options
CABI DOWNTOWN: Committee Now Supports Reorganization Plan

CHEMTURA CORP: Wins Approval of Disclosure Statement
CHRYSLER FINANCIAL: Mulls Return to Lending Business
COMARCO INC: Has Silicon Valley Bank Forbearance Until Aug. 15
CONCHO RESOURCES: Marbob Deal Cues Moody's to Review Low-B Ratings
DOUGLAS JOHNSON: S.D. Tex. Frowns on Special Divorce Counsel

ENVIROSOLUTIONS HOLDINGS: Wins Confirmation of Chapter 11 Plan
FAIRFAX FINANCIAL: S&P Assigns 'BB' Rating on Preferred Shares
FIELDSTONE LESTER: Judge Drops Negligence Claims on $30MM Loan
FIRSTFED FIN'L: Working on Liquidating Plan
FORD MOTOR: Expects to Report $1.6-Bil. Second-Quarter Profit

FORD MOTOR: Financing Arm Pulls Out Plan to Issue New Debt
GARLOCK SEALING: Asbestos Panel Proposes Caplin as Counsel
GARLOCK SEALING: Asbestos Panel Proposes Hamilton as Co-Counsel
GARLOCK SEALING: Boyer Appointed to Asbestos Committee
GARLOCK SEALING: Files Schedules of Assets & Liabilities

GARLOCK SEALING: Files Statement of Financial Affairs
GARLOCK SEALING: Wants Asbestos Lawyers to File Rule 2019 Forms
GENERAL MOTORS: To Buy AmeriCredit for $3.5 Billion, in Cash
GENTA INC: BAM Opportunity Fund et al. Report 8.90% Stake
GOLDSPRING INC: Buys Seven Patented Mining Claims for $1 Million

GREAT ATLANTIC: Shares Increase, Directors' Reelection Approved
GREENSHIFT CORP: 1-for-10 Reverse Stock Split to Take Effect
GTC BIOTHERAPEUTICS: Reacquires Rights to Atryn Recombinant
HAWAII BIOTECH: Federal Judge Approves Deal with Merck & Co.
HEALTHSOUTH CORP: Morgan Stanley Reports De Minimis Stake

HEALTHSOUTH CORP: Director Hanson Receives 1,345 Shares
HEALTHSOUTH CORP: Director Chidsey Receives 43,721 Shares
HIGHLANDS OF LOS GATOS: Files for Chapter 11 in California
INNKEEPERS USA: Midland Loan Opposes Debtor Use of Cash Collateral
INNKEEPERS USA: Proposes $17.5 Mil. Solar Finance DIP Loan

INNKEEPERS USA: Proposes to Access $50.7MM Five Mile DIP Loan
INNKEEPERS USA: Proposes to Honor Hotel Management Obligations
INTERFACE INC: S&P Gives Stable Outlook, Affirms 'B+' Rating
JENNIFER CONVERTIBLES: Great American to Lead Auction
JENNIFER CONVERTIBLES: Posts $4.8MM Net Loss in Q3 Ended May 29

K2 PURE: Moody's Assigns 'B1' Rating on $115 Mil. Senior Loan
KGEN LLC: Moody's Affirms 'B1' Rating on Senior Secured Facilities
KINSLEY FOREST: Dismissal or Conversion Hearing Set for Aug. 10
KIRKLAND HUTCHESON: Plan Confirmation Hearing Set for July 29
LAKE AT LAS VEGAS: Trustee Sues Ex-Owners for Fraudulent Transfers

LEHMAN BROTHERS: Class Action Plaintiffs Seek $100MM in Insurance
LEVI STRAUSS: Exchange Offer for 2018 & 2020 Notes Expire Aug. 2
LEXINGTON PRECISION: Wins Confirmation of Chapter 11 Plan
LOWER BUCKS: Has Until October 2 to Access BoNY Cash Collateral
LUCKY CHASE: Trustee Has Access to Cash Collateral Until Sept. 3

MATTRESS HOLDING: Moody's Upgrades Corporate Family Rating to 'B3'
MICHAEL GBADEBO: BANCPA Partially Abrogated Absolute Priority Rule
MID-STATES EXPRESS: Bankr. Ct. Balks at ERISA Plan Liquidation
MOVIE GALLERY: Streambank Selected to Market Intangible Assets
NEC HOLDINGS: Cenveo to Rival Gores Bid for Assets

NEXT INC: Posts $322,200 Net Loss in Q2 Ended May 30
NOVA CHEMICALS: Fitch Affirms 'B+' Issuer Default Ratings
NRG ENERGY: Moody's Assigns Rating on $875 Mil. Senior Facility
OFFSHORE GROUP: Moody's Assigns 'B3' Corporate Family Rating
OWENS CORNING: Asks for Final Decree Closing Chapter 11 Case

OWENS CORNING: Enters Into New $800 Mil. Revolver With Wells Fargo
OWENS CORNING: Receives Approval of NJDEP Claims Settlement
PACIFICA MESA: Files for Bankruptcy over Looming Loan Deadline
POINT BLANK: Balks at Committee Request for Examiner
PONIARD PHARMACEUTICALS: Receives NASDAQ Deficiency Notice

PROJECT ORANGE: Stay Lifted to Let Cogeneration Suit Proceed
RADIENT PHARMACEUTICAL: Appoints Robert Beart as Director
REALOGY CORP: Cendant Settles IRS Examination of Taxable Years
PCS EDVENTURES!.COM: President Grover Acquires 1,561 Shares
REDDY ICE: Registers 2015 Notes for Exchange Offer

RENAISSANT LAFAYETTE: Has Access to Cash Collateral Until Sept. 3
RIVIERA HOLDINGS: Section 341(a) Meeting Scheduled for Aug. 26
RIVIERA HOLDINGS: Taps Gordon Silver as Bankruptcy Counsel
RIVIERA HOLDINGS: Taps XRoads as Financial & Restructuring Advisor
RIVIERA HOLDINGS: To Enter Into Backstop Commitment Agreement

SAND HILL: U.S. Trustee Forms 5-Member Creditors Committee
SAND HILL: Gets Final Okay to Use Cash Collateral
SEDONA DEVELOPMENT: Has Until October 4 to Access Specialty's Cash
SHERWOOD/CLAY: Plan Confirmation Hearing Set for August 6
SKYWORKS VENTURES: N.J. Court Says Involuntary Ch. 7 in Bad Faith

SMART ONLINE: Atlas Capital Pays $19.6 Mil. for 40% Stake
SMURFIT-STONE: Officers Dispose of Shares of Stock
SMURFIT-STONE: Reorganized Smurfit to Release Results August 3
SMURFIT-STONE: Works with Missoula Officials to Sell Mill
SPECIALTY TRUST: Amends List of Largest Unsecured Creditors

SPECIALTY TRUST: Cash Collateral Use Gets 3rd Interim OK
TALECRIS BIOTHERAPEUTICS: Moody's Reviews 'B1' Corp. Family Rating
TEXAS RANGERS: Greenberg Traurig Confirms Cuban's Interest
TEXAS RANGERS: May Seek Court Help to Adjust Budget
TLC AMERICAS: Judge Grants Interim DIP Financing from Parent

TRIBUNE CO: GreenCo Proposes to Settle With MediaNews Group
TRIBUNE CO: Opposes Wells Fargo Claims Adjudication Protocol
TRIBUNE CO: Wins OK to Assume Agreements With Carsey-Werner
TRILOGY DEVELOPMENT: JE Dunn's Fights $12.4 Million Mechanic Lien
UAL CORP: Posts $273 Million Net Income for June 30 Quarter

UNICO INCORPORATED: Posts $1.1 Million Net Loss in Q1 Ended May 31
US AIRWAYS: Moody's Affirms 'Caa1' Corporate; Outlook Now Stable
UTEX COMMUNICATIONS: Gets Continued Access to Cash Collateral
UTEX COMMUNICATIONS: Plan Outline Hearing Set for August 23
VISION SOLUTIONS: Double-Take Stockholders OK Merger Agreement

VISTEON CORP: Court OKs Valuation Services for E&Y
VISTEON CORP: Reaches Deal With Aurelius on Stock Purchase
VISTEON CORP: Third Circuit Reverses Ruling on Retiree Benefits
VISTEON CORP: Wins Nod to Sell 46.6% Interest in TMD
WASHINGTON MUTUAL: Plan Outline Not Approved; Examiner Appointed

WAVERLY GARDENS: Has Until October 31 to Access Cash Collateral
WILLIAM DEL BIAGGIO: Predators to Acquire Shares for $15.2 million
W.R. GRACE: Settles Harper Insurance Coverage Issues
W.R. GRACE: Settles Munich Re Insurance Coverage Issues
WYNN RESORTS: S&P Assigns 'BB+' Rating on $1.32 Bil. Notes

XODTEC LED: Significant Losses Prompt Going Concern Doubt
YRC WORLDWIDE: CEO Zollars Dumps 1,535 Shares for Tax Purposes

* Massive Asset Liquidation at Major Cash Mgt. Services Corp
* Liquidity Deteriorating Among Junk-Rated Companies, Says Moody's

* BOOK REVIEW: All Organizations Are Public - Comparing Public and
               Private Organizations


                            ********


7677 EAST BERRY: Creditors Seek More Info on Transactions
---------------------------------------------------------
Bankruptcy Law360 reports that the unsecured creditors of a
bankrupt affiliate of Everest Development Co. have filed nine
requests with a federal judge for a closer look at the Debtor's
bank accounts and transactions, including several recent payments
to Tiffany & Co.

Law360 says the requests were filed Tuesday in the U.S. Bankruptcy
Court for the District of Colorado in the suit concerning 7677
East Berry Avenue Associates LP.

                       About 7677 East Berry

7677 East Berry Avenue Associates, L.P., and two other affiliates
-- Everest Holdings, LLC -- filed for Chapter 11 on __, 2009
(Bankr. D. Col. Case No. 09-28000).  Brownstein Hyatt Farber
Schreck, LLP, serves as counsel for the Debtors.

7677, a Delaware limited partnership, develops and operates a
luxury residential, retail, and entertainment development in
Greenwood Village, Colorado.  The Project includes two residential
condominium towers, The Landmark (which opened in 2004) and The
Meridian (which opened in 2007). Neither tower is fully occupied
and sales efforts for both towers are ongoing.

EDC Denver is the general partner of 7677 and Everest Holdings is
the sole member of EDC Denver.  Zach Davidson is the manager of
both EDC Denver and Everest Holdings.


ACCURIDE CORP: S&P Assigns Corporate Credit Rating at 'B'
---------------------------------------------------------
Standard & Poor's Ratings Services said it has assigned its
preliminary 'B' corporate credit rating and stable outlook to
Evansville, Ind.-based Accuride Corp.  S&P also assigned a
preliminary 'B' issue-level rating and a preliminary '3' recovery
rating to Accuride's proposed issuance of $300 million senior
secured notes.  S&P expects to assign final ratings upon closing
of the transaction and S&P's review of final documentation.

Accuride emerged from Chapter 11 bankruptcy protection in February
2010, having reduced debt by about one-third during the bankruptcy
process.  The company recently announced plans to issue the senior
secured notes and add an unrated $75 million asset-based revolving
credit facility to replace its emergence secured credit facility.
The proposed refinancing does not significantly affect total debt
but improves liquidity by extending debt maturities and adding
borrowing availability, as the company currently has no revolving
credit facility.

The ratings reflect what S&P considers to be Accuride's highly
leveraged financial risk profile and weak business risk profile.
Accuride's business risk profile reflects mainly the extreme
volatility of demand rather than any company-specific problems.
The company has good market share as North America's largest
manufacturer of heavy steel wheels and other commercial-truck
components.  Still, its markets are extremely cyclical, and the
company's high fixed-cost base and capital intensity can lead to
large fluctuations in profitability.

The ratings also reflect S&P's assumption that heavy-duty truck
demand in North America will improve in the second half of 2010
and in 2011 after a nearly four-year decline.  S&P assumes heavy-
duty truck production could increase by 10% or more for all of
2010 compared to 2009 levels, which could lead to a slightly
higher increase in sales for Accuride because of net new business
for military trucks.  S&P expects a more significant increase in
production in 2011 as the industry nears but does not quite reach
normal demand, which S&P currently estimates to be about 200,000
heavy-duty Class 8 trucks per year.  This assumption is consistent
with S&P's view of a gradual, rather than a robust, improvement in
the economy.

The outlook is stable.  S&P assumes truck demand will improve
gradually throughout the rest of 2010 and show a more pronounced
improvement in 2011.  S&P currently assumes demand under normal
economic conditions to be about 200,000 units of production in
North America.  However, volatility in production by Accuride's
key truck maker customers is possible if economic factors fail to
support a return to normal demand.

S&P could raise the ratings if Accuride reduces leverage, as
measured by debt to EBITDA including S&P's adjustments,
significantly below 4x and produces consistent free operating cash
flow that increases total liquidity to $150 million or more.  For
example, if the company were to improve EBITDA margins to 15% or
better, and revenues double from the trough levels of 2009, S&P
estimates that leverage (including S&P's adjustments) could
approach 3.5x or better.  In such a scenario, S&P could revise its
assessment of the financial risk profile to aggressive from highly
leveraged, and under its criteria, this could support an upgrade
of one notch.  An upgrade of more than one notch is unlikely,
given S&P's assessment of the business risk profile as weak due
primarily to high industry volatility.

S&P could lower the ratings if the company fails to generate free
operating cash flow for the remainder of 2010 or for all of 2011,
as S&P believes this would put pressure on liquidity.
Specifically, if total cash plus revolving credit availability
fell below $50 million, S&P could lower the rating.


ADVANCE AUTO: Moody's Reviews 'Ba1' Corporate for Upgrade
---------------------------------------------------------
Moody's Investors Service placed the ratings of Advance Auto
Parts, Inc., including the Ba1 Corporate Family Rating, on review
for possible upgrade.  The company's SGL-2 Speculative Grade
Liquidity Rating was affirmed.

This rating action recognizes the improvement in Advance's
operating performance, resulting in credit metrics that are
reflective of an investment grade profile.  "Advance has been the
beneficiary of positive trends in the auto parts segment of
retail" stated Moody's Senior Analyst Charlie O'Shea.  "The
company has done a nice job of capitalizing on these trends, with
the result that its credit profile has shown significant
improvement, especially over the past few quarters.  Moody's
review for upgrade will focus on, among other things, the
potential sustainability of this credit profile over the medium
term, and will take into account the potential impact on the
company of a less favorable operating environment," O'Shea added.
Moody's will also focus on the progress the company is making with
respect to the October 2011 expiration of its revolving credit
facility.

Ratings placed on review for possible upgrade (LGD point estimates
subject to change) include:

* Corporate Family Rating at Ba1
* Probability of Default rating at Ba1
* Senior unsecured notes at Ba1 (LGD 4, 54%)
* Senior unsecured shelf at (P) Ba1

Rating affirmed:

* Speculative grade liquidity rating at SGL-2

The last rating action for Advance Auto Parts was the April 26,
2010 affirmation of the Ba1 Corporate Family Rating, upgrade of
the Probability of Default Rating to Ba1 from Ba2, assignment of a
(P) Ba1 senior unsecured shelf rating, the affirmation of the SGL-
2 speculative grade liquidity rating, the assignment of a Ba1 (LGD
4, 54%) rating to the $300 million senior unsecured notes, and a
continuation of the positive outlook.

Advance Auto Parts, Inc., headquartered in Roanoke, Virginia, is a
leading retailer of after-market auto parts, with annual revenues
of around $5.5 billion.


ADVOCATE FINANCIAL: Amends List of Largest Unsecured Creditors
--------------------------------------------------------------
Advocate Financial, L.L.C., has filed with the U.S. Bankruptcy
Court for the idle District of Louisiana an amended list of its 20
largest unsecured creditors, disclosing:

   Entity                      Nature of Claim      Claim Amount
   ------                      ---------------      ------------
Hancock Bank of Louisiana
2600 Citiplace Dr.
Baton Rouge, LA 70808           Bank Loan             $6,341,820

La Chenaie Holdings, L.L.C.
1319 St. Charles Avenue
New Orleans, LA 70130           Loan                  $3,907,139

Citibank
BSI SA
8 Boulevard di theatre
Geneva, 1204                    Bank Loan               $520,000

JTS
Consolidated/Corporate
Atrium                          Office Rental             $7,052

AT&T                            Telephone Services        $2,207

AT&T                            Telephone Services        $1,804

Pitney Bowes, Inc.              Equipment Lease           $1,033

Baton Rouge Bar Association     Advertising Costs           $880

Planche, Politz, Ledet, LLC     Accounting Services         $754

Federal Express                 Courier Services            $609

CIT Technology Fin. Serv. Inc.  Copier Rental              $513

LA Association For Justice      Advertising Costs          $450

Paychex                         Services                   $419

Shell Card Center               Revolving Credit           $265

Beta-Tech Systems, Inc.         Telephone Services          $84

Pitney Bowes, Inc.              Postage Fees                $75

Kentwood/DS Waters
of America, Inc.                                            $66

Office Depot                    Revolving Credit            $49

Shredmasters                    Services Rendered           $45

Pitney Bowes, Inc.                                          $35

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.


AMBAC FINANCIAL: Managing Director Stevens Sells 20,800 Shares
--------------------------------------------------------------
Timothy J. Stevens, senior managing director at Ambac Financial
Group Inc., sold 20,607 Ambac common shares for $0.69 a share on
June 30, 2010; and 200 Ambac common shares for $0.64 apiece on
July 1, 2010.  Following the transaction, Mr. Stevens retained
9,606 common shares.

Mr. Stevens also holds 481 shares indirectly through the Savings
Plan Trust.

                     About Ambac Financial

Headquartered in New York, Ambac Financial Group, Inc., through
its subsidiaries, provided financial guarantees and financial
services to clients in both the public and private sectors around
the world.

The Company's balance sheet as of December 31, 2009, showed
$18.886 billion in assets and $20.520 billion in debts, resulting
in a stockholders' deficit of $1.634 billion.

KPMG LLP, in New York, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the significant deterioration of the
guaranteed portfolio coupled with the inability to write new
financial guarantees has adversely impacted the business, results
of operations and financial condition of the Company's operating
subsidiary.  KPMG also noted that of the Company's limited
liquidity.


AMES TRUE: S&P Puts 'B-' Corp. Rating on CreditWatch Positive
-------------------------------------------------------------
Standard & Poor's Rating Services said that it placed its 'B-'
corporate credit rating and all other related ratings on Camp
Hill, Pa.-based Ames True Temper Inc. on CreditWatch with positive
implications.  Standard & Poor's could either raise or affirm the
rating when it resolves the CreditWatch listing.

"The CreditWatch placement follows the announcement that Ames
entered into a definitive agreement on July 19, 2010, to be
acquired by Griffon in a transaction valued at $542 million," said
Standard & Poor's credit analyst Linda I. Phelps.  The transaction
has fully committed financing consisting of $75 million in cash
from Griffon and up to $650 million in secured credit facilities
($500 term loan and $150 million revolving credit facility)
provided by Goldman Sachs Lending Partners LLC.  Completion of the
transaction is subject only to customary closing conditions,
including satisfaction of the antitrust waiting period.
Management has indicated that it expects to complete the
transaction by Sept. 30, 2010.

As of April 3, 2010, Ames had about $329 million in total debt
outstanding.  In accordance with the purchase agreement, S&P
expects Griffon to redeem both the $150 million senior floating
rate notes due 2012 and the $150 million 10% senior subordinated
notes due 2012 through a tender offer, which would close in
conjunction with closing of the acquisition transaction.

The CreditWatch listing reflects S&P's expectation that credit
metrics would improve upon completion of the acquisition
transaction.  S&P could raise or affirm its ratings following its
analysis of the combined entity's business and financial profile
and the closing of the transaction.  In addition, S&P would
withdraw its ratings if Ames' existing debt is repaid, which S&P
currently anticipates.


AMR CORP: Says Revenue Enhancement & Cost Savings Options Scarce
----------------------------------------------------------------
AMR Corp.'s American Airlines Inc. warned on Wednesday it has
become increasingly difficult to identify and implement
significant revenue enhancement and cost savings initiatives.

"The Company's ability to become profitable and its ability to
continue to fund its obligations on an ongoing basis will depend
on a number of factors, many of which are largely beyond the
Company's control. . . .  In addition, most of the Company's
largest domestic competitors and several smaller carriers have
filed for bankruptcy in previous years and have used this process
to significantly reduce contractual labor and other costs.  In
order to remain competitive and to improve its financial
condition, the Company must continue to take steps to generate
additional revenues and to reduce its costs.  Although the Company
has a number of initiatives underway to address its cost and
revenue challenges, some of these initiatives involve changes to
the Company's business which it may be unable to implement,"
American said in a Form 10-Q filing with the Securities and
Exchange Commission.

American on Wednesday reported a net loss of $7 million in the
second quarter of 2010 compared to a net loss of $388 million in
the same period last year.  The Company's improved performance is
primarily the result of higher unit revenues (passenger revenue
per available seat mile).  American, however, noted that passenger
yields remain insufficient to drive positive net earnings.  The
Company believes this is the result of a fragmented industry with
numerous competitors, excess capacity and pricing transparency
resulting from the use of the Internet and other factors.  The
Company believes that its limited pricing power could persist
indefinitely.

As of June 30, 2010, the Company:

     -- is required to make scheduled principal payments of:

           $517 million on long-term debt;
            $26 million in payments on capital leases, and

     -- expects to spend approximately $1.0 billion on capital
        expenditures, including aircraft commitments,

for the remainder of 2010.

On Wednesday, American reported $23.430 billion in total assets,
including $192 million in cash, at June 30.  Current assets total
$7.255 billion.  American reported $29.730 in total liabilities,
including $11.825 billion in current liabilities.

American said it believes it has approximately $2 billion in
assets that could be used as possible financing sources.

Last month, AMR reiterated its intent to evaluate the possible
divestiture of AMR Eagle, its wholly owned regional carrier.  AMR
Eagle owns two regional airlines -- American Eagle Airlines, Inc.
and Executive Airlines, Inc.  American Eagle feeds American
Airlines hubs throughout North America, and its affiliate,
Executive, carries the American Eagle name throughout the Bahamas
and the Caribbean from bases in Miami and San Juan, Puerto Rico.
No prediction can be made as to the outcome of any such
evaluation, and if AMR were to decide to pursue a divestiture of
AMR Eagle, no prediction can be made as to whether any such
divestiture will be completed or the impact of any such
divestiture on the Company.

American is also in active labor contract negotiations with each
of its organized labor groups.  The Company has negotiated
tentative agreements with several workgroups within the Transport
Workers Union of America, AFL-CIO including the Maintenance
Control Technician group, the Material Logistics Specialists group
and the Mechanic and Related group.  Agreements with these TWU
groups are subject to ratification by the relevant membership of
TWU, and there are no assurances that these tentative agreements
will be ratified.  These tentative agreements include lump sum
payments and contractual salary increases.  If these contracts are
ratified by union membership during the third quarter of 2010, the
Company will incur approximately $60 million for lump sum payments
and contractual salary increases in that period.  The Company
anticipates implementing productivity improvements consistent with
the agreements that will help to offset the ongoing cost of salary
increases.

                       About AMR Corporation

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

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

                           *     *     *

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


AUTOZONE INC: CEO Rhodes Acquires, Then Sells, 8,945 Shares
-----------------------------------------------------------
William C. Rhodes III, chairman, president and CEO of AutoZone
Inc., disclosed in a regulatory filing that on July 8, 2010, he
acquired 8,945 shares of common stock for $71.12 a share following
his exercise of Non-Qualified Stock Options.  This raised his
stake to 22,585 shares.  The shares were granted in accordance
with the AutoZone, Inc. 1996 Stock Option Plan.

That same day, he sold those shares in several transactions for
roughly $198 a share.

Mr. Rhodes directly holds 13,650 shares following the
transactions.

Mr. Rhodes directly holds 545 shares as custodian for his
daughter, and another 545 shares as custodian for his son.

                         About AutoZone

As of February 13, 2010, in Memphis, Tenn.-based AutoZone, Inc.
(NYSE:AZO) sells auto and light truck parts, chemicals and
accessories through 4,289 AutoZone stores in 48 U.S. states plus
the District of Columbia and Puerto Rico and 202 stores in Mexico.
AutoZone is a retailer and distributor of automotive replacement
parts and accessories in the United States.  AutoZone does not
derive revenue from automotive repair or installation.

As of February 14, 2010, the Company had $5,424,992,000 in total
assets, including $2,648,713,000 in total current assets; against
total current liabilities of $2,749,324,000; debt of
$2,774,700,000; and other liabilities of $322,639,000; resulting
in stockholders' deficit of $421,671,000.


AUTOZONE INC: Controller Acquires, Then Sells, 3,000 Shares
-----------------------------------------------------------
Charles Pleas III, AutoZone Inc.'s senior vice president and
controller, acquired 3,000 company shares for $71.12 a share on
July 6, 2010.  The shares were granted in accordance with the
AutoZone, Inc. 1996 Stock Option Plan.

That same day, he sold all those shares in various transactions
for roughly $196.

Mr. Pleas directly holds 585 shares following the transactions.

                         About AutoZone

As of February 13, 2010, in Memphis, Tenn.-based AutoZone, Inc.
(NYSE:AZO) sells auto and light truck parts, chemicals and
accessories through 4,289 AutoZone stores in 48 U.S. states plus
the District of Columbia and Puerto Rico and 202 stores in Mexico.
AutoZone is a retailer and distributor of automotive replacement
parts and accessories in the United States.  AutoZone does not
derive revenue from automotive repair or installation.

As of February 14, 2010, the Company had $5,424,992,000 in total
assets, including $2,648,713,000 in total current assets; against
total current liabilities of $2,749,324,000; debt of
$2,774,700,000; and other liabilities of $322,639,000; resulting
in stockholders' deficit of $421,671,000.


AUTOZONE INC: Director Crowley Reports Sale of Shares
-----------------------------------------------------
AutoZone Inc. director William C. Crowley reports in a regulatory
filing that he sold 140 company shares for roughly $205 a share on
July 14 and 192 shares for roughly $205.03 a share on July 15.  He
now directly holds 17,728 shares.

Tynan, LLC, a limited liability company of which Mr. Crowley is
the manager and a member, sold 201 shares for roughly $205 a share
on July 14, and 276 shares for $205.03 a share on July 15.  Tynan
reduced its stake to 25,520 shares following the sale.  Mr.
Crowley may be deemed to indirectly hold those shares.

                         About AutoZone

As of February 13, 2010, in Memphis, Tenn.-based AutoZone, Inc.
(NYSE:AZO) sells auto and light truck parts, chemicals and
accessories through 4,289 AutoZone stores in 48 U.S. states plus
the District of Columbia and Puerto Rico and 202 stores in Mexico.
AutoZone is a retailer and distributor of automotive replacement
parts and accessories in the United States.  AutoZone does not
derive revenue from automotive repair or installation.

As of February 14, 2010, the Company had $5,424,992,000 in total
assets, including $2,648,713,000 in total current assets; against
total current liabilities of $2,749,324,000; debt of
$2,774,700,000; and other liabilities of $322,639,000; resulting
in stockholders' deficit of $421,671,000.


AUTOZONE INC: Edward Lampert, ESL Partners Sell Shares
------------------------------------------------------
Edward S. Lampert disclosed in a regulatory filing that he sold
33,989 shares of AutoZone Inc. common stock for roughly $205 a
share on July 14, 2010.  He sold 46,693 shares on July 15 for
roughly $205.03 a share.  Following the transactions, Mr. Lampert
held 4,287,862 common shares.  Mr. Lampert directly holds those
shares.

Institutional funds affiliated with Mr. Lampert also sold company
shares on July 14 and 15.  ESL Partners, L.P., sold an aggregate
of 162,901 shares, paring its stake to 8,720,593 shares; and
48,618 shares held in an account established by the investment
member of ESL Investors, L.L.C., were also sold, reducing its
stake to 2,602,684 shares.  ESL Institutional Partners, L.P., sold
35 shares, reducing its stake to 1,882 shares.

Mr. Lampert may also be deemed to indirectly hold 31,316 shares
which are held in grantor retained annuity trusts, of which Mr.
Lampert is the trustee.  He may also be deemed to hold 2,000,000
shares held by Acres Partners, L.P.

                         About AutoZone

As of February 13, 2010, in Memphis, Tenn.-based AutoZone, Inc.
(NYSE:AZO) sells auto and light truck parts, chemicals and
accessories through 4,289 AutoZone stores in 48 U.S. states plus
the District of Columbia and Puerto Rico and 202 stores in Mexico.
AutoZone is a retailer and distributor of automotive replacement
parts and accessories in the United States.  AutoZone does not
derive revenue from automotive repair or installation.

As of February 14, 2010, the Company had $5,424,992,000 in total
assets, including $2,648,713,000 in total current assets; against
total current liabilities of $2,749,324,000; debt of
$2,774,700,000; and other liabilities of $322,639,000; resulting
in stockholders' deficit of $421,671,000.


AUTOZONE INC: Gen. Counsel Goldsmith Acquires 2,800 Shares
----------------------------------------------------------
Harry L. Goldsmith, Executive Vice President, Secretary and
General Counsel at AutoZone Inc., disclosed in a regulatory filing
that on July 21, 2010, he exercised incentive stock options that
gives him the right to buy company shares.  The options were
granted in accordance with the AutoZone, Inc. 1996 Stock Option
Plan.

Mr. Goldsmith acquired 1,800 shares at $89.18 a share, and another
1,000 shares at $82 a share.  Following the transaction,
Mr. Goldsmith is deemed to directly hold 18,508 shares.

Mr. Goldsmith also indirectly holds 1,200 shares in a trust and
another 200 shares in trusts for his daughters.

                         About AutoZone

As of February 13, 2010, in Memphis, Tenn.-based AutoZone, Inc.
(NYSE:AZO) sells auto and light truck parts, chemicals and
accessories through 4,289 AutoZone stores in 48 U.S. states plus
the District of Columbia and Puerto Rico and 202 stores in Mexico.
AutoZone is a retailer and distributor of automotive replacement
parts and accessories in the United States.  AutoZone does not
derive revenue from automotive repair or installation.

As of February 14, 2010, the Company had $5,424,992,000 in total
assets, including $2,648,713,000 in total current assets; against
total current liabilities of $2,749,324,000; debt of
$2,774,700,000; and other liabilities of $322,639,000; resulting
in stockholders' deficit of $421,671,000.


AVISTAR COMMS: SVP Michael Dignen Holds 200,000 in RSUs
-------------------------------------------------------
Michael James Dignen, Avistar Communications Corp.'s SVP for
National Accounts & Sales, disclosed that he holds Restricted
Stock Units that may be converted to 200,000 shares of Common
Stock.

The Restricted Stock Units were granted pursuant to Avistar
Communications Corporation 2009 Incentive Equity Plan.  Each RSU
represents a contingent right to receive one share of Avistar's
common stock.  The RSUs vest 100% on July 19, 2012, two years
after the awards being granted. Change of Control provision
triggers 100% vesting.  Termination without cause triggers pro
rata vesting.

                   About Avistar Communications

Headquartered in San Mateo, California, Avistar Communications
Corporation (Nasdaq: AVSR) -- http://www.avistar.com/-- holds a
portfolio of 80 patents for inventions in video and network
technology and licenses IP to videoconferencing, rich-media
services, public networking and related industries.  Current
licensees include Sony Corporation, Sony Computer Entertainment
Inc. (SCEI), Polycom Inc., Tandberg ASA, Radvision Ltd. and
Emblaze-VCON.

                           *     *     *

As of March 31, 2010, the Company had total assets of
$2.070 million against total liabilities of $5.120 million,
resulting in stockholders' deficit of $3.050 million.


BENCHMARK ELECTRONICS: Moody's Retains 'Ba3' Corp. Family Rating
----------------------------------------------------------------
Moody's Investors Service said Benchmark Electronics' Ba3
Corporate Family Rating and stable outlook are supported by recent
improvement in the company's operating performance.

Moody's most recent communication on Benchmark was an issuer
comment on July 8, 2009.  The last rating action was on
January 17, 2008, when Moody's affirmed Benchmark's Ba3 CFR and
stable outlook, and assigned a Ba2 rating to its $100 million
senior secured revolving credit facility due 2012.

Headquartered in Angleton, Texas, Benchmark Electronics, Inc.,
provides electronic manufacturing services to original equipment
manufacturers of telecommunication equipment, computers and
related products for business enterprises, industrial control
equipment, medical devices, testing and instrumentation products,
and video/auto/entertainment products.  Revenues and EBITDA
(Moody's adjusted) for the twelve months ended March 31, 2010,
were $2.2 billion and $124 million, respectively.


BERNARD MADOFF: Picard Amends Lawsuit vs. Fairfield
---------------------------------------------------
Irving H. Picard, Esq., as trustee for the substantively
consolidated liquidation of the business of Bernard L. Madoff
Investment Securities LLC and Bernard L. Madoff, under the
Securities Investor Protection Act Sections 78aaa et seq., filed
on July 20, 2010, a 223-page amended complaint against Fairfield
Sentry Limited and its affiliates.

Mr. Picard, Bloomberg News notes, added 43 new defendants to a
$3.5 billion lawsuit he began in May 2009 against Fairfield's
three hedge funds.  The new defendants include the group's
cofounder Walter Noel.

Chad Bray at Dow Jones Newswires reports that the amended
complaint -- filed late Tuesday in U.S. Bankruptcy Court in New
York -- is a new push by Mr. Picard to recover assets for victims
of Mr. Madoff, whose firm took in nearly $7 billion from Fairfield
Greenwich.  Mr. Picard says 19 people and 25 affiliates of the
firm actively participated with Mr. Madoff's scheme to mislead
investors and ignored signs of the fraud to enrich themselves.

"Serving as one of Madoff's largest marketing and investor
relations arms, the Defendants were active participants in, and
substantially aided, enabled, and helped sustain Madoff's Ponzi
scheme.  Every dollar the Defendants purportedly 'earned,' and
every dollar they kept to unjustly enrich themselves, was stolen
money.  Every asset the Defendants own that originated from the
purported management and performance fees drawn from fictitious
returns is in fact Customer Property . . . and must be returned to
the Trustee for equitable distribution to BLMIS customers," the
complaint said.

A full-text copy of the complaint is available at no charge
at http://bankrupt.com/misc/picardamendedsuit.pdf

                      About Bernard L. Madoff

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

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

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
$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.)


BEST PAYPHONES: Dist. Ct. Affirms MetTel's Lost Profits Claim
-------------------------------------------------------------
WestLaw reports that under New York law, the judgment creditor, a
competitive local exchange carrier (CLEC) which had provided dial-
tone service for the Chapter 11 debtor, a payphone operator,
prepetition and which subsequently had been assigned a second
CLEC's service contract with the debtor, did not unequivocally
repudiate the assigned service contract, even though it breached
the agreement by demanding payment of its unrelated outstanding
judgment in its notice of disconnection.  While the disconnect
notice threatened suspension of service if payment was not made,
it also contemplated continuation of service and invited the
debtor to contact the judgment creditor about the matter, and
provided a telephone number for that purpose.  Such invitation to
engage in dialogue did not convey finality, the court reasoned.
Moreover, given the parties' history, including a prior incident
in which the judgment creditor reversed a suspension order, the
debtor's assertion that dialogue would have been futile did not
seem well founded.  In re Best Payphones, Inc., --- B.R. ----,
2010 WL 2402927 (S.D.N.Y.) (Gardephe, J.).

Manhattan Telecommunications Corporation d/b/a MetTel (MetTel)
filed a multifaceted proof of claim against Best Payhones, Inc.
(Bankr. S.D.N.Y. Case No. 01-B-15472), that sought, among other
things, damages in the form of lost profits arising from the
breach by Reorganized Best Payphones of a certain contract.  Best
objected to the lost profits claim.  The Honorable Stuart M.
Bernstein conducted a three-day bench trial on Dec. 4, 13 and 14,
2006, and concluded, 2007 WL 1388103, that MetTel holds an allowed
claim for lost profits in the principal sum of $238,082.43, plus
statutory interest accruing through the petition date.  Best
appealed to the U.S. District Court and the Honorable Paul G.
Gardephe affirmed Judge Bernstein's ruling.


BLOCKBUSTER INC: Wattles Sell-off Continues; 1.19MM Shares Dumped
-----------------------------------------------------------------
Mark J. Wattles sold 1,192,622 shares of Blockbuster Inc. Class B
common stock in various transactions between July 19 and 21.  The
Class B Shares sold for between $0.061 and $0.066.

The transactions reduced his stake to 9,349,868 Class B shares --
of which 6,134,881 shares are held directly by Wattles Capital
Management, LLC, and 3,214,987 shares are held directly by HKW
Trust.  Mr. Wattles owns 100% of the membership interests of WCM.
Mr. Wattles is the settler and sole trustee of HKW Trust and
exercises sole discretion over HKW Trust.

Last week, Mr. Wattles disclosed he held 11,050,000 shares or
15.3% of the outstanding Class B Common Stock of Blockbuster Inc.

Mr. Wattles has been selling off his Blockbuster shares.

Mr. Wattles' principal occupation is serving as President of WCM,
which is primarily engaged in investing in public and private
companies in the consumer products and retail sectors.  WCM
indirectly owns a majority interest in Ultimate Acquisition
Partners, LP, a Delaware limited partnership, which owns and
operates consumer electronics retail stores under the name
Ultimate Electronics.  Mr. Wattles also serves as Chairman of UAP.
Prior to forming WCM, Mr. Wattles founded Hollywood Entertainment
Corporation, the second largest video rental and retail chain
(after Blockbuster Inc.) and the second largest video game
specialty retailer (after Game Stop Corp.), where he was Chairman
and Chief Executive Officer for more than 17 years before
Hollywood was sold for $1.25 billion to Movie Gallery, Inc. in
April 2005.  The Trust acquires, holds, manages and disposes of
assets for the benefit of a member of Mr. Wattles' family and The
Wattles Family Foundation.

                     About Blockbuster Inc.

Blockbuster Inc. 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.  The company may be accessed worldwide
at http://www.blockbuster.com/

Blockbuster's quarterly report on Form 10-Q showed a net loss of
$65.4 million on $939.4 million of revenue for the 13 weeks ended
April 4, 2010, compared with net income of $27.7 million on
$1.086 billion of revenue for the 13 weeks ended April 5, 2009.

The Company's balance sheet as of April 4, 2010, showed
$1.319 billion in assets and $1.693 billion of liabilities, for a
stockholders' deficit of $374.2 million.

PricewaterhouseCoopers LLP, in Dallas, expressed substantial doubt
about the Company's ability to continue as a going concern
following Blockbuster's 2009 results.


BRIGHAM EXPLORATION: Files 11-K Report for 401(k) Plan
------------------------------------------------------
Brigham Exploration Company has filed with the Securities and
Exchange Commission an annual report on Form 11-K for the Brigham,
Inc. 401(k) Plan for the year ended December 31, 2009.

At December 31, 2009, net assets available for plan benefits total
$8,596,892.

A full-text copy of the Form 11-K is available at no charge
at http://ResearchArchives.com/t/s?66cf

Brigham Exploration Company is headquartered in Austin, Texas.

As reported by the Troubled Company Reporter on June 17, 2010,
Moody's Investors Service upgraded Brigham Exploration Company's
Corporate Family Rating to Caa1 from Caa2 and the Probability of
Default Rating to Caa1 from Caa2.  Moody's also upgraded Brigham's
$160 million senior unsecured notes due 2014 to Caa2 from Caa3 and
its Speculative Grade Liquidity rating to SGL-1 from SGL-2.  The
rating outlook is positive.


BRIGHAM EXPLORATION: General Counsel Potts Receives Options
-----------------------------------------------------------
Kari Arneil Potts, Brigham Exploration Co. General Counsel and
Secretary, disclosed acquiring on July 1 Incentive Stock Options,
giving him the right to buy 25,000 company shares.  The employee
incentive stock options granted pursuant to the 1997 Incentive
Plan.  The stock options vest in five consecutive equal annual
installments beginning one year from the date of the grant, with
final vesting on July 1, 2015.

Brigham Exploration Company is headquartered in Austin, Texas.

As reported by the Troubled Company Reporter on June 17, 2010,
Moody's Investors Service upgraded Brigham Exploration Company's
Corporate Family Rating to Caa1 from Caa2 and the Probability of
Default Rating to Caa1 from Caa2.  Moody's also upgraded Brigham's
$160 million senior unsecured notes due 2014 to Caa2 from Caa3 and
its Speculative Grade Liquidity rating to SGL-1 from SGL-2.  The
rating outlook is positive.


CABI DOWNTOWN: Committee Now Supports Reorganization Plan
---------------------------------------------------------
Bill Rochelle at Bloomberg News reports that the Official
Committee of Unsecured Creditors for Cabi Downtown LLC settled its
disputes and agreed to support a modified Chapter 11 plan
resulting from a settlement between the lender and the Debtor.

According to the report, the Plan allows Bank of America NA, the
construction lender, to take title to the project while the
developer remains as manager.  BofA is owed $207 million.

Mr. Rochelle recounts that under the previous iteration of the
Plan, general unsecured creditors were to share $750,000 cash,
although only if they voted in favor of the Plan.  If the class
voted "no," they were to receive $500,000.  Following the
revisions negotiated by the Committee, the Plan, among other
things, now provides for unsecured creditors to receive $750,000,
for a 25% recovery on $3 million in claims.

Plan confirmation hearing will take place in October.

                        About Cabi Downtown

Aventura, Florida-based Cabi Downtown, LLC, operates a real estate
business and owns the 49-story Everglades on the Bay condominium
in Miami.  The condominium project has 849 units in two towers,
with 60,000 square feet of retail space.  The Company is owed by
GICSA, which says it is the largest and most profitable real
estate developer in Mexico.

The Company filed for Chapter 11 on Aug. 18, 2009 (Bankr. S.D.
Fla. Case No. 09-27168).  The Debtor's legal advisors are
Kasowitz, Benson, Torres & Friedman LLP; and Bilzin Sumberg Baena
Price & Axelrod LLP.  In its petition, the Debtor listed assets
and debts both ranging from US$100,000,001 to US$500,000,000.


CHEMTURA CORP: Wins Approval of Disclosure Statement
----------------------------------------------------
Bill Rochelle at Bloomberg News reports that the bankruptcy judge
said at a hearing on July 21 that he will approve the disclosure
statement explaining the Chapter 11 plan of Chemtura Corp. after
changes are made.

The Plan, supported by the Creditors Committee and an ad hoc
bondholder group, is designed to pay creditors in full while
holding the possibility of preserving some value for existing
shareholders.  The plan would reduce debt for borrowed money from
$1.3 billion to approximately $750 million.

According to Bloomberg, the hearing for approval of a plan-support
agreement signed by the Creditors Committee and the Bondholder
Group was put off until Aug. 4.  The official committee of
shareholders is objecting to the agreement.

The equity committee has lost its bid to file a competing plan of
its own.

                       About Chemtura Corp.

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

December 31, 2008, the Debtors had total assets of $3.06 billion
and total debts of $1.02 billion.  Bankruptcy Creditors' Service,
Inc., publishes Chemtura Bankruptcy News.  The newsletter tracks
the Chapter 11 proceedings undertaken by Chemtura Corp. and its
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


CHRYSLER FINANCIAL: Mulls Return to Lending Business
----------------------------------------------------
Dow Jones Newswires' Jeff Bennett reports that Chrysler Financial
is considering whether it will once again compete in the lending
business after it was dumped by Chrysler Group LLC during the auto
maker's bankruptcy last year.

The former lending unit has contacted dealers to see if they would
use the company when offering consumer loans, according to three
dealers contacted by The Wall Street Journal.  One dealer told the
Journal Chrysler Financial didn't disclose its full intentions but
was "gauging" potential interest.

A Chrysler spokesman couldn't immediately be reached for comment.

According to Dow Jones, Chrysler Financial may find a difficult
challenge in returning to lending since about 70% of its former
Chrysler dealer customers have switched to Ally Financial Inc.

Dow Jones notes Chrysler dropped Chrysler Financial as its primary
lender as part of its bankruptcy a year ago. Chrysler Financial
had been quietly winding down its operations.


COMARCO INC: Has Silicon Valley Bank Forbearance Until Aug. 15
--------------------------------------------------------------
Effective July 15, 2010, Comarco, Inc., and Comarco Wireless
Technologies, Inc., the wholly owned subsidiary of Comarco,
entered into a Forbearance to Loan and Security Agreement by and
among the Borrower and Silicon Valley Bank.

SVB agreed that, so long as no event of default under the Loan and
Security Agreement between Borrower and SVB, as amended by that
certain First Amendment to Loan and Security Agreement exists
other than the Company's failure to comply with the quick ratio
covenant set forth in Section 6.9(a) of the Loan Agreement for the
month of June 2010, SVB shall forbear from exercising any of its
rights and remedies against the Borrower until after August 15,
2010, the date at which the Borrower's June 2010 quick ratio
calculation is due to be reported to SVB.  The Forbearance also
contains representations and warranties by Borrower and a release
by Borrower of SVB.

Comarco Inc. -- http://www.comarco.com/-- provides programmable
slim and light universal power supplies.  Comarco is based in Lake
Forest, California.


CONCHO RESOURCES: Marbob Deal Cues Moody's to Review Low-B Ratings
------------------------------------------------------------------
Moody's Investors Service placed Concho Resources Inc.'s ratings
under review for downgrade following its highly leveraging
acquisition of Marbob Energy Corporation's oil and gas properties
for $1.65 billion.  The properties are located within Concho's
largest core area of operations, the West Texas and eastern New
Mexico Permian Basin region.

The properties increase Concho's overall reserve and production
scale, and its diversification within the that Basin, although it
does so at a high cost per flowing barrel of oil-equivalent of
reserves.  Funding includes $300 million in privately placed
common equity, $50 million in common equity issued to the seller
and $1.3 billion in debt.  Leverage is further amplified by the
comparatively low proportion of drilled, developed, cash flowing
reserves relative to the price paid, elevating bondholders'
exposure to subsequent associated heavy capital spending and
inherent geologic, drilling and commerciality risk of the
properties.

Nevertheless, Concho was already conservatively positioned within
its ratings to accommodate Concho's stated intention at the time
to remain opportunistically acquisitive although the Marbob
acquisition may exceed the credit parameters anticipated by the
ratings.  However, the company has been specific about potential
asset sales.

Accordingly, the ratings review will assess the potential for
material near term asset sales and the degree of potential
leverage reduction on daily production and reserves.  Secondarily,
the review will also assess the degree to which leverage on
reserves and production may decline in the next four quarters due
to cost effective volume growth from the drill bit.

The acquisition increases Concho's leverage on daily production by
122% to approximately $40,030/boe of daily production and its
leverage on proven developed reserves by 112% to $13.20/boe of PD
reserves.  While leverage (debt plus all future years FAS 69
capital outlays) on pro-forma proven reserves rises by
approximately 40%, this is calculated without the benefit of year-
end SEC reserve data.

Ratings under review include Concho's B1 Corporate Family Rating
and Probability of Default Rating, and the B3 (LGD6-90%) rating on
its $300 million of senior unsecured notes.

The $1.3 billion of debt financing consists of at least
$300 million of new senior unsecured notes issued to the public,
$150 million of new senior unsecured notes issued to the seller,
and up to $850 million borrowed under the company's revolving
credit facility.  The equity funding consists of a $300 million
PIPE (Private Placement of Public Equity) issuance and a
$50 million issuance of common equity to the seller.

Partially offsetting the impact of higher leverage is the
increased scale of Concho's operations post-acquisition, its
continued oil weighting (pro-forma production is 65% liquids), and
the sound operational track record the company has demonstrated
since initially receiving its B1 rating in September of 2009.
From June 30, 2009 to March 31, 2010, Concho grew production by
approximately 19% while maintaining a quarterly trend in falling
leverage on PD reserves.  Finding and development costs have been
competitive, although this may rise as Concho funds the drilling
and development of its large proportion of proven undeveloped
reserves.

Concho has adequate liquidity to meet its anticipated cash needs
over the next twelve months.  Concho will have a $2 billion senior
secured borrowing base credit facility with approximately
$500 million of availability.  The company will be well within
compliance with the two covenants of its credit facility.  Concho
has no debt maturities until July 31, 2013 when its credit
facility matures.  The size of the secured debt overhang results
in a B3 note rating under Moody's LGD Methodology.

The last rating action for Concho was September 11, 2009 when
Moody's assigned the current ratings.

Concho's ratings have been assigned by evaluating factors that
Moody's believes are relevant to the company's risk profile, such
as the company's (i) business risk and competitive position
compared with others within the industry; (ii) capital structure
and financial risk; (iii) projected performance over the near to
intermediate term; and (iv) management's track record and
tolerance for risk.  These attributes were compared against other
issuers both within and outside Concho's core industry; Concho's
ratings are believed to be comparable to those of other issuers
with similar credit risk.  The last rating action was on
September 11, 2009, when Concho was assigned a first time B1
Corporate Family Rating, a B1 Probability of Default Rating, and a
B3 (LGD 6, 90%) rating was assigned to its senior unsecured notes.

Concho Resources Inc. is an independent exploration and production
company headquartered in Midland, Texas.


DOUGLAS JOHNSON: S.D. Tex. Frowns on Special Divorce Counsel
------------------------------------------------------------
WestLaw reports that an individual Chapter 11 debtor-in-possession
seeking leave to employ special counsel in an effort to modify the
terms of a final divorce decree, not in any ongoing state court
proceeding, but in bankruptcy court, on the theory that the
proposed modification was a bankruptcy issue, failed to satisfy
his burden of showing that employment as special counsel of the
attorney who represented him in the divorce proceedings was
necessary for any specified, special purpose or that such relief
could not be pursued by his regular bankruptcy counsel.  The
debtor could not have it both ways in asserting that his
modification request was a bankruptcy issue, for purpose of
opposing his ex-wife's motion for abstention, while simultaneously
asserting that the request could not be prosecuted by his regular
bankruptcy counsel.  In re Johnson, --- B.R. ----, 2010 WL 2402925
(Bankr. S.D. Tex.).

Douglas R. Johnson sought Chapter 11 protection (Bankr. S.D. Tex.
Case No. 08-36584) on Oct. 13, 2008; is represented by Craig
Harwyn Cavalier, Esq., in Houston, Tex.; and estimated his assets
and debts at $10 million to $50 million at the time of the filing.


ENVIROSOLUTIONS HOLDINGS: Wins Confirmation of Chapter 11 Plan
--------------------------------------------------------------
Bankruptcy Law360 reports that U.S. Bankruptcy Judge Stuart M.
Bernstein has approved a reorganization plan for EnviroSolutions
of New York LLC, allowing the Company to emerge from Chapter 11
protection by handing virtually all its equity over to secured
lenders.  The Plan was confirmed July 21.

                   About EnviroSolutions Holdings

Based in Manassas, Virginia, EnviroSolutions Holdings, Inc., is an
integrated solid waste management company with a presence in
Virginia, Maryland, New Jersey, Kentucky, West Virginia, and the
District of Columbia.  The company's assets include three
landfills, four transfer stations and several hauling and
collection operations.

The Company filed for Chapter 11 bankruptcy protection on
March 10, 2010 (Bankr. S.D.N.Y. Case No. 10-11261).  John
Longmire, Esq., at Willkie Farr & Gallagher LLP, assists the
Company in its restructuring effort.  Alvarez and Marsal North
America, LLC, is the Company's restructuring advisor.  The
Company's financial advisor is Barclays Capital.  The Company
estimated its assets and liabilities at $100,000,001 to
$500,000,000.


FAIRFAX FINANCIAL: S&P Assigns 'BB' Rating on Preferred Shares
--------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BB'
global scale and 'P-3' Canadian scale ratings on Toronto-based
Fairfax Financial Holdings Ltd.'s pending issuance of up to
C$200 million in preferred shares, series G, with an option on an
additional C$50 million available to the underwriters.

Fairfax intends to issue the preferred shares from its current
$2 billion universal shelf filing.  It will use the proceeds to
augment its cash position, to increase short-term investments and
marketable securities held at the holding company level, to retire
outstanding debt and other corporate obligations from time to
time, and for general corporate purposes.

The ratings on Fairfax reflect its strong business and financial
profiles.  Fairfax, through its insurance units -- including
Odyssey Reinsurance, Northbridge Financial, Crum & Forster, and
Zenith National -- maintains a competitive presence in the North
American commercial insurance marketplace and in the global
reinsurance market.

In 2009, Fairfax reported strong consolidated pretax operating
income of US$1.2 billion, largely resulting from investment
interest, dividends, and gains.  Its consolidated combined loss
and expense ratio was a satisfactory 99.8%.  During the first
three months of 2010, Fairfax reported consolidated pretax
earnings of $364 million despite the impact of higher catastrophe
losses and a 111.5% combined ratio.  Upon completion of the
issuance, Fairfax's total financial leverage will be approximately
28%, which is in S&P's expected range of 25% to 30%, and fixed-
charge coverage will be approximately 1.7x, versus 1.8x in 2009.

                           Ratings List

                  Fairfax Financial Holdings Ltd.

         Counterparty Credit Rating        BBB-/Stable/--

                           New Ratings

                  Fairfax Financial Holdings Ltd.

                  C$250 mil. in preferred shares

                Global scale rating              BB
                Canadian scale rating            P-3


FIELDSTONE LESTER: Judge Drops Negligence Claims on $30MM Loan
--------------------------------------------------------------
A federal judge has dropped negligence claims from a real estate
firm's suit accusing law firm Fieldstone Lester Shear & Denberg
LLP and a title insurer of misconduct in representing a now-
bankrupt borrower in its quest to secure a $30 million loan,
leaving only a breach of contract claim in play.

Judge K. Michael Moore of the U.S. District Court for the District
of Delaware dismissed the bulk of RAIT Partnership LP's amended
complaint Tuesday, Law360 says.


FIRSTFED FIN'L: Working on Liquidating Plan
-------------------------------------------
First Fed Financial Corp. said in a report to the Bankruptcy Court
that it is currently in the process of drafting the liquidating
plan.

In June, the Debtor engaged the firm of Rus Miliband & Smith, LLP
in investigate potential claims which may be brought by the
Debtor.  The initial engagement is on an hourly basis with a
$50,000 cap.  An application for employment has been submitted to
the bankruptcy court for approval.  No work has commenced and no
fees have accrued pending bankruptcy court approval of the
engagement.

The Debtor said there is a potential refund of more than
$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.  According to the Debtor, if the FDIC's claim is
successful, it will reduce or potentially eliminate any assets
available for distribution to general unsecured creditors.  The
Debtor reserves its rights with respect to any such claims by the
FDIC.

The Debtor 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.

Based in California, 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 listed assets of between $1 million and $10 million, and
debts of between $100 million and $500 million.


FORD MOTOR: Expects to Report $1.6-Bil. Second-Quarter Profit
-------------------------------------------------------------
The Wall Street Journal's Matthew Dolan reports that Ford Motor
Co. is expected to report a second-quarter profit of $1.6 billion
on Friday, compared to a $424 million loss a year ago, on the
strength in its increasing ability to sell pricier models and
persuade customers to pay for expensive options, analysts say.

The Journal relates the success with improving pricing and model
mix comes on the heels of a healthy sales quarter in the U.S. for
Ford, which outpaced the overall industry in its critical home
market.  The Journal notes Ford's combined U.S. sales in April,
May and June grew 21% over the same period last year, compared to
17% for the industry.  Although Ford lost market share in Europe
as its competitors ratcheted up incentives, it had a strong
quarter in China and India, where the company has invested in new
plants and introduced updated models.

                         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.

At March 31, 2010, the Company had $191.968 billion in total
assets against $197.405 billion in total liabilities.

As reported by the Troubled Company Reporter on June 7, 2010,
Moody's released an Issuer Comment stating that the ratings and
outlook of Ford Motor Company are being maintained following the
company's announcement that it will end production of Mercury
vehicles during the fourth quarter of this year.  Ford's ratings
include: B1 Corporate Family Rating and Probability of Default
Rating; Ba1 secured rating; B2 unsecured rating; and SGL-2
Speculative Grade Liquidity Rating.  The rating outlook is stable.

The last rating action on Ford was an upgrade of the Company's
Corporate Family Rating to B1 on May 18, 2010.


FORD MOTOR: Financing Arm Pulls Out Plan to Issue New Debt
----------------------------------------------------------
Dow Jones Newswires' Anusha Shrivastava and Fawn Johnson report
that Ford Motor Co.'s financing arm withdrew plans to issue new
debt, the first casualty of a bond market thrown into turmoil by
the financial overhaul signed into law Wednesday.

According to Dow Jones, market participants said Ford pulled a
recent deal, backed by packages of auto loans, because it was
unable to use credit ratings in its offering documents, a legal
requirement for such sales.  Ford declined to comment.

Dow Jones relates that the ratings firms have in recent days
refused to allow their ratings to be used in bond registration
statements.  The firms, including Moody's Investors Service,
Standard & Poor's and Fitch Ratings, fear they will be exposed to
new liability created by the Dodd-Frank law.

The law says that the ratings firms can be held legally liable for
the quality of their ratings.  In response, Dow Jones continues,
the firms yanked their consent to use the ratings, hoping for a
reprieve from the Securities and Exchange Commission or Congress.
The trouble is that asset-backed bonds are required by law to
include ratings in official documents.

Dow Jones relates ratings companies argued that the new law
effectively would render them "experts," which brings with it
potential new liability akin to those held by auditors and
lawyers.

"The inclusion in the offering documents are an unacceptable
risk," Dow Jones quotes Dan Curry, president of DBRS Inc., a bond
rater, as saying.  He said the expert liability is "really the
standard for an auditor" and shouldn't be used for rating
agencies, since their opinions are "an attempt to predict future
outcomes."

According to Dow Jones, some suggested that ratings companies may
eventually consent to having their ratings used, but would charge
higher fees for the extra risk.

Another provision of the new law raises additional uncertainty by
requiring the findings and conclusions of all third parties
involved in the underwriting be made publicly available. That
appears to include statements from lawyers and accountants, which
until now have been treated as privileged and confidential
information.  Lawyers and accountants also have begun balking at
these demands, say market participants.

"Lawyers and accountants would be highly reluctant to publish
their opinions and conclusions because their letters are
specifically for parties to whom they are addressed," said Ed
Gainor, a partner in the structured-finance group at the Bingham
McCutchen law firm in New York.

                         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.

At March 31, 2010, the Company had $191.968 billion in total
assets against $197.405 billion in total liabilities.

As reported by the Troubled Company Reporter on June 7, 2010,
Moody's released an Issuer Comment stating that the ratings and
outlook of Ford Motor Company are being maintained following the
company's announcement that it will end production of Mercury
vehicles during the fourth quarter of this year.  Ford's ratings
include: B1 Corporate Family Rating and Probability of Default
Rating; Ba1 secured rating; B2 unsecured rating; and SGL-2
Speculative Grade Liquidity Rating.  The rating outlook is stable.

The last rating action on Ford was an upgrade of the Company's
Corporate Family Rating to B1 on May 18, 2010.


GARLOCK SEALING: Asbestos Panel Proposes Caplin as Counsel
----------------------------------------------------------
The Official Committee of Asbestos Personal Injury Claimants for
Garlock Sealing Technologies LLC seeks the Court's permission to
retain Caplin & Drysdale, Chartered, as its counsel effective as
of June 16, 2010.

As the Asbestos Claimants Committee's counsel, Caplin & Drysdale
will render these services, including:

  (a) assisting and advising the Asbestos Claimants Committee in
      its consultations with the Debtors and other committees
      relative to the overall administration of the estates;

  (b) representing the Asbestos Claimants Committee at hearings
      to be held before the Court or Federal District Court or
      any appellate courts and communicating with the Asbestos
      Claimants Committee regarding the matters heard and issues
      raised as well as the decisions and considerations of the
      Court and any other courts;

  (c) assisting and advising the Asbestos Claimants Committee in
      its examination and analysis of the Debtors' conduct and
      financial affairs;

  (d) reviewing and analyzing all applications, orders,
      operating reports, schedules and statements of affairs
      filed and to be filed with the Court by the Debtors or
      other interested parties in the Debtors' Chapter 11 cases;
      advising the Asbestos Claimants Committee as to the
      necessity and propriety and their impact upon the rights
      of asbestos-related claimants, and upon the case
      generally; and after consultation with and approval of the
      Asbestos Claimants Committee or its designee, consenting
      to appropriate orders on its behalf or otherwise objecting
      thereto;

  (e) assisting the Asbestos Claimants Committee in preparing
      appropriate legal pleadings and proposed orders as may be
      required in support of positions taken by the Asbestos
      Claimants Committee and preparing witnesses and reviewing
      relevant documents;

  (f) coordinating the receipt and dissemination of information
      prepared by and received from the Debtors' independent
      certified accountants or other professionals retained by
      it as well as such information as may be received from
      independent professionals engaged by the Asbestos
      Claimants Committee and other committees, as applicable;

  (g) assisting the Asbestos Claimants Committee in the
      solicitation and filing with the Court of acceptances or
      rejections of any proposed plan or plans of
      reorganization;

  (h) assisting and advising the Asbestos Claimants Committee
      with regard to communications to the asbestos-related
      claimants regarding its efforts, progress and
      recommendation with respect to matters arising in the
      Debtors' Chapter 11 cases as well as any proposed plan of
      reorganization; and

  (i) assisting the Asbestos Claimants Committee generally by
      providing other services as may be in the best interest of
      the creditors it represents.

The Debtors will pay Caplin & Drysdale's professionals according
to their customary hourly rates:

        Title                      Rate per Hour
        -----                      -------------
        Members and of Counsel      $410 to $950
        Associates I                $230 to $410
        Paralegals                  $200 to $240

Specific professionals to render services to the Asbestos
Claimants Committee are:

  Name                              Title         Rate per Hour
  ----                              -----         -------------
  Elihu Inselbuch                  Member              $950
  Peter Van N. Lockwood            Member              $860
  Trevor W. Swett III              Member              $675
  Nathan D. Finch                  Member              $625
  Jeffrey A. Liesemer              Member              $510
  Kevin C. Maclay                  Member              $510
  James P. Wehner                  Member              $510
  Rita C. Tobin                Of Counsel              $545
  Jeanna M. Rickards Koski      Associate              $340
  Andrew J. Sackett             Associate              $310
  Todd E. Phillips              Associate              $300
  Sara Joy DelSavio             Paralegal              $200

The Debtors will reimburse Caplin & Drysdale for expenses
incurred.

Trevor W. Swett, Esq., at Caplin & Drysdale, Chartered --
tws@capdale.com -- relates that Nathan D. Finch, a member of
Caplin & Drysdale, is co-counsel with Waters & Kraus for several
mesothelioma victims in cases pending in federal district court,
including James and Jane Prange and John and Bonnie Schumacher.
Mr. and Mrs. Prange and Mr. and Mrs. Schumacher hold separate
asbestos-related claims against the Debtors, Mr. Swett says.  Mr.
Finch does not represent any person with respect to any claim to
be made against Debtors in their bankruptcy cases, Mr. Finch
assures the Court.  Caplin & Drysdale is also co-counsel with
Motley Rice LLC in two pending financial litigation cases arising
from securities transactions and was co-counsel with the same
firm in another case of that kind that was resolved, Mr. Swett
notes.  Effective September 1, 2010, Mr. Finch will leave his
position at Caplin & Drysdale to become a member of Motley Rice
LLC, Mr. Swett discloses.

Despite those disclosures, Mr. Swett maintains that Caplin &
Drysdale is a "disinterested person" as that term is defined in
Section 101(14) of the Bankruptcy Code.

                      About Garlock Sealing

Headquartered in Palmyra, NY, Garlock Sealing Technologies LLC is
an EnPro Industries, Inc. company (NYSE: NPO).  For more than a
century, Garlock has been helping customers efficiently seal the
toughest process fluids in the most demanding applications.

On June 5, Garlock filed a voluntary Chapter 11 petition (Bankr.
W. D. N.C. Case No. 10-31607) in Charlotte to establish a trust to
resolve all current and future asbestos claims against Garlock
under Section 524(g) of the U.S. Bankruptcy Code.  The Debtor
listed $500,000,001 to $1,000,000,000 in assets and $100,000,001
to $500,000,000 in debts as of the Petition Date.  Affiliates The
Anchor Packing Company and Garrison Litigation Management Group,
Ltd., also filed for bankruptcy.

The filing covers only Garlock operations in Palmyra, New York and
Houston, Texas.  Garlock Rubber Technologies, Garlock Helicoflex,
Pikotek, Technetics, Garlock Europe and Garlock operations in
Canada, Mexico or Australia are not affected by the filing, nor is
EnPro Industries or any other EnPro operating subsidiary.

Albert F. Durham, Esq., at Rayburn Cooper & Durham, P.A.,
represents the Debtor in its Chapter 11 effort.  Garland S.
Cassada, Esq., at Robinson Bradshaw & Hinson, serves as counsel
for Asbestos matters.

Bankruptcy Creditors' Service, Inc., publishes Garlock Sealing
Bankruptcy News.  The newsletter tracks the chapter 11 proceeding
undertaken by Garlock Sealing Technologies LLC and its various
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


GARLOCK SEALING: Asbestos Panel Proposes Hamilton as Co-Counsel
---------------------------------------------------------------
The Official Committee of Asbestos Personal Injury Claimants for
Garlock Sealing Technologies LLC seeks the U.S. Bankruptcy Court
for the Western District of North Carolina's permission to retain
Hamilton, Moon, Stephens, Steele & Martin, PLLC, as their co-
counsel, nunc pro tunc to July 6, 2010.

As the Asbestos Claimants Committee's co-counsel, Hamilton Moon
will render these services, including:

  (a) assisting and advising the Asbestos Claimants Committee in
      its consultations with the Debtors and other committees
      relative to the overall administration of the Debtors'
      estates;

  (b) representing the Asbestos Claimants Committee at hearings
      to be held before the Bankruptcy Court or Federal District
      Court or any appellate courts and communicating with the
      Asbestos Claimants Committee regarding the matters heard
      and issues raised as well as the decisions and
      considerations of the Bankruptcy Court and any other
      courts;

  (c) assisting and advising the Asbestos Claimants Committee in
      its examination and analysis of the Debtors' conduct and
      financial affairs;

  (d) reviewing and analyzing all applications, orders,
      operating reports, schedules and statements of affairs
      filed and to be filed with the Bankruptcy Court by the
      Debtors or other interested parties in these Chapter 11
      cases; advising the Asbestos Claimants Committee as to the
      necessity and propriety of those pleadings and their
      impact upon the rights of asbestos-related claimants, and
      upon the Debtors' Chapter 11 cases; and after consultation
      with and approval of the Asbestos Claimants Committee or
      its designee, consenting to appropriate orders on its
      behalf or otherwise objecting to it;

  (e) assisting the Asbestos Claimants Committee in preparing
      appropriate legal pleadings and proposed orders as may be
      required in support of positions taken by the Asbestos
      Claimants Committee and preparing witnesses and reviewing
      relevant documents;

  (f) coordinating the receipt and dissemination of information
      prepared by and received from the Debtors' independent
      certified accountants or other professionals retained by
      it as well as other information as may be received from
      independent professionals engaged by the Asbestos
      Claimants Committee and other committees, as applicable;

  (g) assisting the Asbestos Claimants Committee in the
      solicitation and filing with the Bankruptcy Court of
      acceptances or rejections of any proposed plan or plans of
      reorganization;

  (h) assisting and advising the Asbestos Claimants Committee
      with regard to communications to the asbestos-related
      claimants regarding its efforts, progress and
      recommendation with respect to matters arising in the
      Debtors' Chapter 11 cases as well as any proposed plan of
      reorganization;

  (i) assisting the Asbestos Claimants Committee generally by
      providing other services as may be in the best interest of
      the creditors represented by the Asbestos Claimants
      Committee; and

  (j) assisting and advising the Asbestos Claimants Committee
      with regard to the local rules and practice of the
      Bankruptcy Court and the U.S. District Court for the
      Western District of North Carolina.

The Debtors will pay Hamilton Moon's professionals according to
their customary hourly rates:

          Name                   Rate per Hour
          ----                   -------------
          T. Jonathan Adams           $315
          Brooke Bishop                $95
          L. Stanley Brown            $450
          Rebecca K. Cheney           $295
          Adrianne Chillemi           $285
          Tracey A. Farrar            $125
          David B. Hamilton           $400
          Adam L. Horner              $265
          Andrew T. Houston           $265
          Mark R. Kufny               $300
          Heide R. Larkin             $140
          Michael Aaron Lay           $225
          Debbie Mankus               $135
          Bentford E. Martin          $350
          Keith J. Merritt            $350
          Travis W. Moon              $575
          Amy Morris                  $135
          Shannon Myers               $155
          Allison C. Pauls            $275
          Erik M. Rosenwood           $325
          George W. Sistrunk, III     $300
          Jackson N. Steele           $450
          Robert C. Stephens          $400
          Glenn C. Thompson           $275
          Allen L. West               $315
          Reba R. Whaley              $125
          Richard S. Wright           $350

The Debtors will reimburse Hamilton Moon for expenses incurred.

Travis W. Moon, Esq., -- tmoon@lawhms.com -- a member of Hamilton
Moon assures the Court that his firm is a "disinterested person"
as the term is defined under Section 101(14) of the Bankruptcy
Code.

                      About Garlock Sealing

Headquartered in Palmyra, NY, Garlock Sealing Technologies LLC is
an EnPro Industries, Inc. company (NYSE: NPO).  For more than a
century, Garlock has been helping customers efficiently seal the
toughest process fluids in the most demanding applications.

On June 5, Garlock filed a voluntary Chapter 11 petition (Bankr.
W. D. N.C. Case No. 10-31607) in Charlotte to establish a trust to
resolve all current and future asbestos claims against Garlock
under Section 524(g) of the U.S. Bankruptcy Code.  The Debtor
listed $500,000,001 to $1,000,000,000 in assets and $100,000,001
to $500,000,000 in debts as of the Petition Date.  Affiliates The
Anchor Packing Company and Garrison Litigation Management Group,
Ltd., also filed for bankruptcy.

The filing covers only Garlock operations in Palmyra, New York and
Houston, Texas.  Garlock Rubber Technologies, Garlock Helicoflex,
Pikotek, Technetics, Garlock Europe and Garlock operations in
Canada, Mexico or Australia are not affected by the filing, nor is
EnPro Industries or any other EnPro operating subsidiary.

Albert F. Durham, Esq., at Rayburn Cooper & Durham, P.A.,
represents the Debtor in its Chapter 11 effort.  Garland S.
Cassada, Esq., at Robinson Bradshaw & Hinson, serves as counsel
for Asbestos matters.

Bankruptcy Creditors' Service, Inc., publishes Garlock Sealing
Bankruptcy News.  The newsletter tracks the chapter 11 proceeding
undertaken by Garlock Sealing Technologies LLC and its various
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


GARLOCK SEALING: Boyer Appointed to Asbestos Committee
------------------------------------------------------
The Hon. George R. Hodges of the U.S. Bankruptcy Court of the
Western District of North Carolina granted the request to change
membership of the Official Committee of Personal Injury Claimants
filed by Joseph D. Boyer.

In light of that ruling, the order appointing the Asbestos
Claimants Committee is deemed amended.  Mr. Boyer is appointed as
a member of the Claimants Committee in the Debtors' Chapter 11
cases on July 20, 2010, Judge Hodges ruled.

Mr. Boyer can be reached at:

  Joseph D. Boyer
  c/o Allan Kellman
  The Jaques Admiralty Law Firm, PC
  645 Grisworld, Suite 1370
  Detroit, MI 48226

The existing members of the Asbestos Claimants Committee are:

* John & Diane Allen
* William Ames Warren
* John Koeberle
* Madonna Guzzo
* Robert Wirwicz
* Charles & Loretta Willis
* Gary Terry
* Deborah Papaneri
* Ruth Sossamon
* Thomas Carroll
* Dorothy Burns

                      About Garlock Sealing

Headquartered in Palmyra, NY, Garlock Sealing Technologies LLC is
an EnPro Industries, Inc. company (NYSE: NPO).  For more than a
century, Garlock has been helping customers efficiently seal the
toughest process fluids in the most demanding applications.

On June 5, Garlock filed a voluntary Chapter 11 petition (Bankr.
W. D. N.C. Case No. 10-31607) in Charlotte to establish a trust to
resolve all current and future asbestos claims against Garlock
under Section 524(g) of the U.S. Bankruptcy Code.  The Debtor
listed $500,000,001 to $1,000,000,000 in assets and $100,000,001
to $500,000,000 in debts as of the Petition Date.  Affiliates The
Anchor Packing Company and Garrison Litigation Management Group,
Ltd., also filed for bankruptcy.

The filing covers only Garlock operations in Palmyra, New York and
Houston, Texas.  Garlock Rubber Technologies, Garlock Helicoflex,
Pikotek, Technetics, Garlock Europe and Garlock operations in
Canada, Mexico or Australia are not affected by the filing, nor is
EnPro Industries or any other EnPro operating subsidiary.

Albert F. Durham, Esq., at Rayburn Cooper & Durham, P.A.,
represents the Debtor in its Chapter 11 effort.  Garland S.
Cassada, Esq., at Robinson Bradshaw & Hinson, serves as counsel
for Asbestos matters.

Bankruptcy Creditors' Service, Inc., publishes Garlock Sealing
Bankruptcy News.  The newsletter tracks the chapter 11 proceeding
undertaken by Garlock Sealing Technologies LLC and its various
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


GARLOCK SEALING: Files Schedules of Assets & Liabilities
--------------------------------------------------------
A. Real Property
   Fee Simple
    Palmyra Plant 1666 Division Street, Palmyra,
    NY 14522                                        $18,116,989
    Sodus Plant 300 Alling Road, Sodus, NY 14551        150,000

B. Personal Property
B.1 Cash on hand
    Petty cash                                            1,000
B.2 Bank Accounts
    Banc of America Securities, LLC                  26,552,238
    Bank of America                                     152,886
    Scotia Bank                                          29,770
B.3 Security Deposits with public utilities                   0
B.4 Household goods and furnishings                           0
B.5 Books, picture and furnishings                            0
B.6 Wearing apparel                                           0
B.7 Furs and jewelry                                          0
B.8 Firearms and sports                                       0
B.9 Interests in insurance policies                           0
   See http://bankrupt.com/misc/Garlock_B9InsurancePolicies.pdf

B.10 Annuities                                                0
B.11 Interests in an education IRA                            0
B.12 Interests in IRA, ERISA, Keogh or other pension plan     0
B.13 Stock and interests in incorporated and
    unincorporated businesses
    Garlock Pty Limited (Australia) - 100%           34,949,000
    Garlock de Mexico, S.A. (Mexico) - 99.9%         19,961,019
    Garlock International, Inc. (DE) - 100%          13,888,000
    Garlock Valqua Japan, Inc. - 49%                  1,387,000
    Garlock Overseas Corp. (DE) - 100%                   19,981
B.14 Interests in partnerships or joint ventures              0
B.15 Government and corporate bonds and other negotiable
    and non-negotiable instruments                            0
B.16 Accounts receivable
    Intercompany Note                               168,998,373
    Amended and Restated Promissory Note from Stemco
    LP                                              161,052,390
    Amended and Restated Promissory Note from Coltec
    Industries Inc.                                  76,808,795
    Third Party Trade Receivables                    13,685,225
    Intercompany Gride Note from Coltec               3,378,899
    Vendor Receivable
     Anchor Packing Company                           2,025,298
     Coltec Industries Pacific                          819,858
     Garlock GMBH                                       689,339
     Coltec Do Brazil Productos Industrias LTDA         519,798
     Garlock Pty Limited                                453,280
     Garlock Sealing Technologies Company, Ltd.         284,186
     Garlock (Great Britain), Ltd.                      187,147
     Garlock De Mexico S.A. De C.V.                     170,858
     GST Middle East                                    152,081
     Garlock France, SAS                                124,275
     Helicoflex                                         101,364
     Garlock of Canada, Ltd. - Sherbrooke                51,185
     Corrision Control Corporation                       26,698
     EnPro India Private Limited                         25,594
     Garrison Litigation Management Group                20,793
     GGB                                                  7,024
     Garlock Rubber Technologies                          3,339
     Texolon                                              3,238
     Fairbanks Morse Engine                               2,425
     Compressor Products International                       21
     Quincy Compressor                                     (190)
B.17 Alimony, maintenance and property settlements            0
B.18 Other liquidated debts owed to debtor including tax
    refunds
    NY State Brownfield Redevelopment Tax Credits     3,552,944
B.19 Equitable or future interests, life estates              0
B.20 Contingent and non-contingent interest                   0
B.21 Other contingent and unliquidated claims           unknown
B.22 Patents, copyrights, other intellectual property   258,580
    See http://bankrupt.com/misc/Garlock_B22Patents.pdf

B.23 Licenses, franchises and other general intangibles
    Goodwill                                         15,003,329
B.24 Customer lists or other compilations                     0
B.25 Automobiles, trucks, trailers, and other vehicles
    2006 New Holland Tractor                             23,630
    Komatsu wheel loader                                 19,440
    2001 Ford F-350 pickup with plow                      5,616
    1996 Chevrolet pickup with plow                           0
B.26 Boats, motors and accessories                            0
B.27 Aircraft and accessories                                 0
B.28-29 Office equipment, machinery and equipment    16,884,310
B.30 Inventory
    Finished goods                                    3,304,124
    Raw Material                                      2,619,113
    Semi finished goods                               1,596,289
    Work in Process                                     276,897
    Other                                               125,075
    Valuation Allowances                             (3,209,963)
B.31 Animals                                                  0
B.32 Crops                                                    0
B.33 Farming equipment and implements                         0
B.34 Farm supplies, chemicals and feed                        0
B.35 Other personal property
    Various prepaid expenses                            479,913

   TOTAL SCHEDULED ASSETS                          $585,738,480
   ============================================================

C. Property Claimed as Exempt                               n/a

D. Creditors Holding Secured Claims
    Bank of America                                  $8,833,323
    Daikin America Inc.                                 397,950
    First American Equipment Finance                    212,171
    SGL Polycarbon, LLC                                       0
    SunTrust Bank                                             0
    Wells Fargo Capital Finance, LLC                          0

E. Creditors Holding Unsecured Priority Claims
    Wages, salaries and commissions                           0
    Contributions to employee benefit plans                   0
    Taxes and certain other debts to governmental units
     Ohio Treasurer of State                            287,791
     Wayne County Industrial Dev. Agency                160,380
     Internal Revenue Service                                 0
     NC Department of Revenue                                 0
     NY State Dept. of Taxation & Finance                     0

F. Creditors Holding Unsecured Non-priority Claims
    Garrison Litigation Management Group Ltd. --
    Intercompany Note                               377,203,767
    Coltec Industries Inc. - Intercompany Payable       715,484
    Garlock De Mexico S.A. De C.V.                      472,533
    Garlock De Sherbrooke                               338,558
    Douglas E. Sergeant                                 208,907
    Wayne T. Gedney                                     170,833
    Steven C. Gittens                                   133,169
    I G P Engineers Pvt. Limited                        111,582
    Fairbanks Morse Engine                               91,352
    Garlock Sealing Technologies                         87,717
    AAC Contracting Inc.                                 86,829
    Pulcini's Contracting Inc.                           84,355
    Solvay Solexis Inc.                                  56,085
    Betty Steurrys                                       54,575
    Polycarbon                                           54,175
    Karl L. Luckenbach                                   52,586
    Martina L. Carreon                                   47,579
    Dell Marketing                                       40,844
    MSC Industrial Supply Co. Inc.                       39,751
    Dupont Company                                       39,387
    James Blankenberg                                    33,490
    Dexter Foundry Inc.                                  33,361
    The Anchor Packing Company                           32,525
    Annabel Carlson                                      31,662
    Viatech Publishing Solutions Inc.                    31,454
    H M Cross & Sons Inc.                                30,387
    Personal Injury Asbestos Claims                     Unknown
    See
http://bankrupt.com/misc/Garlock_SchedFAsbestosClaimants.pdf
    Others                                            1,506,329
    See http://bankrupt.com/misc/Garlock_SchedFClaims.pdf

   TOTAL SCHEDULED LIABILITIES                     $391,680,892
   ============================================================

Garlock Sealing notes that with respect to Schedule E, they intend
to file a motion seeking authority to exclude employee benefit
plans, and sales and use tax claims because they paid them in full
or intend to pay them in full under: (i) the order honoring
prepetition sales and use taxes; and (ii) the order honoring
prepetition employment obligations.

                      About Garlock Sealing

Headquartered in Palmyra, NY, Garlock Sealing Technologies LLC is
an EnPro Industries, Inc. company (NYSE: NPO).  For more than a
century, Garlock has been helping customers efficiently seal the
toughest process fluids in the most demanding applications.

On June 5, Garlock filed a voluntary Chapter 11 petition (Bankr.
W. D. N.C. Case No. 10-31607) in Charlotte to establish a trust to
resolve all current and future asbestos claims against Garlock
under Section 524(g) of the U.S. Bankruptcy Code.  The Debtor
listed $500,000,001 to $1,000,000,000 in assets and $100,000,001
to $500,000,000 in debts as of the Petition Date.  Affiliates The
Anchor Packing Company and Garrison Litigation Management Group,
Ltd., also filed for bankruptcy.

The filing covers only Garlock operations in Palmyra, New York and
Houston, Texas.  Garlock Rubber Technologies, Garlock Helicoflex,
Pikotek, Technetics, Garlock Europe and Garlock operations in
Canada, Mexico or Australia are not affected by the filing, nor is
EnPro Industries or any other EnPro operating subsidiary.

Albert F. Durham, Esq., at Rayburn Cooper & Durham, P.A.,
represents the Debtor in its Chapter 11 effort.  Garland S.
Cassada, Esq., at Robinson Bradshaw & Hinson, serves as counsel
for Asbestos matters.

Bankruptcy Creditors' Service, Inc., publishes Garlock Sealing
Bankruptcy News.  The newsletter tracks the chapter 11 proceeding
undertaken by Garlock Sealing Technologies LLC and its various
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


GARLOCK SEALING: Files Statement of Financial Affairs
-----------------------------------------------------
Donald G. Pomeroy, II, vice president and chief financial officer
of Garlock Sealing Technologies LLC, discloses that the Debtor
generated revenues from business operations within the two years
immediately preceding the Petition Date:

        Year                           Income
        ----                           -------
        2008                         $149,584,000
        2009                          113,268,000

Garlock also gained income during the two years immediately
preceding the Petition Date from other sources other than the
operation of its business:

   Source                 Year           Income
   ------                 ----          -------
   Third Party Interest   2008          $75,027
   Third Party Interest   2009            5,384
   Third Party Interest   2010            3,198
   Intercompany Interest  2008       15,118,487
   Intercompany Interest  2009       14,784,051
   Intercompany Interest  2010       15,227,307

Within 90 days immediately before the Petition Date, Garlock made
transfers:

  (i) to various creditors, a schedule of which is available for
      free at:

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

(ii) totaling $9,701,039 to numerous asbestos claimants, a
      schedule of which is available for free at:

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

(iii) $7,908,999 as professionals fees incurred in asbestos
      litigation, a schedule of which is available for free at:

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

(iv) $288,963 as wire transfers to several firms, a schedule of
      which is available for free at:

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

Mr. Pomeroy notes that Garlock also made payments aggregating
$13,970,488, C$1,303,567 and EUR100,000 within one year
immediately before the Petition Date to, or for the benefit of
creditors who are or were insiders.  A schedule of those insider
payments is available for free at:

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

Garlock and Garrison Litigation Management Group Ltd. made
transfers to Coltec from June 9, 2009, to June 4, 2010, he further
discloses.  A schedule of those payments is available for free at:
http://bankrupt.com/misc/Garlock_PaymentstoColtec.pdf

Garlock is a party to administrative proceedings within one year
immediately preceding the Petition Date:

                          Nature of
   Plaintiff              Proceeding             Court
   ------------------     ----------             -----
   Deborah, Larkin        Product Liability      District Court,
                                                 Clark County,
                                                 Nevada

   Robert Reitano         Resource Conservation  U.S. District
                          and Recovery Act       Court for
                                                 Western
                                                 District of New
                                                 York

In addition to those proceedings, Garlock is also a party to:

(1) numerous asbestos-related proceedings, a list of which is
     available for free at:

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

(2) several workers compensation proceedings, a list of which is
     available for free at:

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

Mr. Pomeroy notes that Garlock made gifts and charitable
contributions totaling $23,182, within one year immediately
preceding the Petition Date.  A list of all gifts is available for
free at http://bankrupt.com/misc/Garlock_Gifts.pdf

Garlock has paid certain professionals for debt counseling or
bankruptcy-related services rendered within one year before the
Petition Date:

  Firm                                      Amount
  ----                                      ------
  Rayburn Cooper & Durham, PA             $333,978
  Robinson Bradshaw & Hinson, P.A.         548,590

Garlock transferred to Coltec Industries Inc. a $12,563,544 set-
off of note payable to Coltec against note receivable from Coltec
on March 1, 2010.

Garlock closed its financial accounts in Bank of America, with
branches at Georgia and Texas, in March 2010.

Garlock also held certain property for another entity, a schedule
of the property is available for free at:

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

Mr. Pomeroy discloses that the Debtor provided notices to the New
York State of Department of Environmental Conservation of a
release of hazardous material in its plant in Palmyra, New York.
In addition, Garlock was a party to these administrative
proceedings under any Environmental Law:

  Governmental Unit                        Status
  -----------------                        ------
  NY State Dept. of Environ. Conservation  Paid & Closed
  NY State Dept. of Environ. Conservation  Paid & Closed
  NY State Dept. of Environ. Conservation  Remediation per
                                           Brownfield Site
  U.S. Environmental Protection Agency     Settlement Entered

Dan Grgurich and Don Pomeroy keep the Debtor's books and records.
Robert Rehley was accountant to the Debtor from June 2008 to
February 2010.

Enpro Industries, Inc., on behalf of Coltec and its affiliates,
including the Debtors, issued consolidated financial statements
within two years immediately before the Petition Date to Bank of
America, Wells Fargo and SunTrust Bank.

Garlock cites these inventories taken before the Petition Date:

Site                     Supervisor                 Amount
-----                    ----------                -------
Palmyra                  Chuck Volo             $4,899,592
Palmyra                  Various                 5,442,601
Klozure                  George Whittier         2,324,477
Houston                  Marcia Preston          2,192,516
Klozure                  Various                 1,983,156
Houston                  Marcia Preston          1,935,793
Pascagoula               Marcia Preston            224,487
Pascagoula               Marcia Preston            214,238

Stockholders who directly or indirectly own, control or hold 5% or
more of the voting or equity securities of Garlock are:

                                          Percentage of
   Name                   Title         Stock Ownership
   ----                   -----         ---------------
   Coltec Industries Inc. Member              100%
   Dale Herold            President &         None
                          Manager

   Donald G. Pomeroy, II  CFO, Vice           None
                          President &
                          Manager

   Christopher Drake      Vice President,     None
                          Secretary & Manager

   Dan Grgurich           Vice President &    None
                          Treasurer

   David Fold             Assistant Treasurer None

Paul Baldetti served as president and manager of Garlock until
August 31, 2009.

The Debtor's pension plan within six years before the Petition
Date is Garlock Sealing Technologies LLC Pension Plan for Hourly
Employees.

                         *     *     *

On July 20, 2010, Garlock filed another Statement of Financial
Affairs and related attachment, citing that the original Statement
and Attachment contained certain information that was filed in
error.  At Garlock's behest, the Court authorized Garlock to (i)
refile the Statement and Attachment; and (ii) file under seal the
Original Statement and Attachment to avoid confusion.

Specifically, the Original Statement appended a 12-page schedule
of payments made by Garrison and Garlock to Coltec from
June 17, 2009, to June 1, 2010.  In the subsequent Statement,
Garlock appended a 6-page schedule of payments made by Garlock and
Garrison to Coltec from June 5, 2009 to June 1, 2010.

A copy of the amended payments schedule is available for free at:

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

                      About Garlock Sealing

Headquartered in Palmyra, NY, Garlock Sealing Technologies LLC is
an EnPro Industries, Inc. company (NYSE: NPO).  For more than a
century, Garlock has been helping customers efficiently seal the
toughest process fluids in the most demanding applications.

On June 5, Garlock filed a voluntary Chapter 11 petition (Bankr.
W. D. N.C. Case No. 10-31607) in Charlotte to establish a trust to
resolve all current and future asbestos claims against Garlock
under Section 524(g) of the U.S. Bankruptcy Code.  The Debtor
listed $500,000,001 to $1,000,000,000 in assets and $100,000,001
to $500,000,000 in debts as of the Petition Date.  Affiliates The
Anchor Packing Company and Garrison Litigation Management Group,
Ltd., also filed for bankruptcy.

The filing covers only Garlock operations in Palmyra, New York and
Houston, Texas.  Garlock Rubber Technologies, Garlock Helicoflex,
Pikotek, Technetics, Garlock Europe and Garlock operations in
Canada, Mexico or Australia are not affected by the filing, nor is
EnPro Industries or any other EnPro operating subsidiary.

Albert F. Durham, Esq., at Rayburn Cooper & Durham, P.A.,
represents the Debtor in its Chapter 11 effort.  Garland S.
Cassada, Esq., at Robinson Bradshaw & Hinson, serves as counsel
for Asbestos matters.

Bankruptcy Creditors' Service, Inc., publishes Garlock Sealing
Bankruptcy News.  The newsletter tracks the chapter 11 proceeding
undertaken by Garlock Sealing Technologies LLC and its various
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


GARLOCK SEALING: Wants Asbestos Lawyers to File Rule 2019 Forms
---------------------------------------------------------------
As of the Petition Date, Garlock Sealing Technologies LLC had
about 100,000 Asbestos Claims pending against it.  The Debtors
expect that individuals asserting Asbestos Claims will file claims
in their Chapter 11 cases.  The Debtors further anticipate that
many, if not most, of those Asbestos Claimants are represented by
law firms that will represent more than one Asbestos Claimant in
the Debtors' bankruptcy cases.  Many firms appearing in the
Debtors' Chapter 11 cases periodically will be retained by new
clients who will allege that they hold Asbestos Claims.

Rule 2019 of the Federal Rules of Bankruptcy Procedure requires
attorneys representing more than one creditor in a bankruptcy
case to submit a verified statement identifying each creditor it
represents, the nature and amount of each creditor's claim, and
pertinent facts relating to the attorney's employment by the
creditors.

By this motion, the Debtors ask the Court to compel every Firm
representing more than one Asbestos Claimant to electronically
file a statement that complies with Rule 2019 within 10 days
filing of an appearance, filing a claim, or taking any other
affirmative action to participate in the Chapter 11 cases.

The Debtors propose that the Rule 2019 Statement must include:

  (A) an Excel spreadsheet in electronic format containing this
      data:

      * the name of the creditor or equity security holder
        represented by the Firm filing the Rule 2019 Statement;

      * the personal address of each creditor or equity security
        holder;

      * a reserved space for the creditor's or equity security
        holder's social security number or other identifier as
        may be required by the Court;

      * the amount of the claim of any creditor if liquidated,
        and for unliquidated claims, an indication that those
        claims are unliquidated;

      * the date of acquisition of that claim, unless alleged to
        have been acquired more than one year before the
        Petition Date;

      * the type of disease giving rise to the Asbestos Claim;
        and

      * the facts and circumstances in connection with the
        employment of that Firm, including a list and a detailed
        explanation of any type of co-counsel, consultant or
        fee-sharing relationships and arrangements whatsoever,
        in connection with the Debtors' Chapter 11 cases or
        claims against any of the Debtors and a description of
        any documents that were signed in conjunction with
        creating that relationship or arrangement.

  (B) Copies of (i) the instruments whereby any Firm is
      empowered to act on behalf of the holder and any Asbestos
      Claim; (ii) documents that were signed in conjunction with
      creating that Firm's employment relationship; and (iii)
      any documents evidencing or creating any type of co-
      counsel, consultant or fee-sharing relationships and
      arrangements whatsoever, in connection with the Debtors'
      Chapter 11 cases or claims against any of the Debtors.

The objective of Rule 2019 is to further the Bankruptcy Code's
goal of complete disclosure during the business reorganization
process, Garland S. Cassada, Esq., at Robinson, Bradshaw &
Hinson, P.A., in Charlotte, North Carolina, tells the Court.  He
explains that the information to be contained in the Rule 2019
Statement promotes the fundamental purposes of the Rule that is
"to assure equality of distribution among creditors, to root out
conflicts of interest and to secure overall fairness of [a
chapter 11 plan]."

                      About Garlock Sealing

Headquartered in Palmyra, NY, Garlock Sealing Technologies LLC is
an EnPro Industries, Inc. company (NYSE: NPO).  For more than a
century, Garlock has been helping customers efficiently seal the
toughest process fluids in the most demanding applications.

On June 5, Garlock filed a voluntary Chapter 11 petition (Bankr.
W. D. N.C. Case No. 10-31607) in Charlotte to establish a trust to
resolve all current and future asbestos claims against Garlock
under Section 524(g) of the U.S. Bankruptcy Code.  The Debtor
listed $500,000,001 to $1,000,000,000 in assets and $100,000,001
to $500,000,000 in debts as of the Petition Date.  Affiliates The
Anchor Packing Company and Garrison Litigation Management Group,
Ltd., also filed for bankruptcy.

The filing covers only Garlock operations in Palmyra, New York and
Houston, Texas.  Garlock Rubber Technologies, Garlock Helicoflex,
Pikotek, Technetics, Garlock Europe and Garlock operations in
Canada, Mexico or Australia are not affected by the filing, nor is
EnPro Industries or any other EnPro operating subsidiary.

Albert F. Durham, Esq., at Rayburn Cooper & Durham, P.A.,
represents the Debtor in its Chapter 11 effort.  Garland S.
Cassada, Esq., at Robinson Bradshaw & Hinson, serves as counsel
for Asbestos matters.

Bankruptcy Creditors' Service, Inc., publishes Garlock Sealing
Bankruptcy News.  The newsletter tracks the chapter 11 proceeding
undertaken by Garlock Sealing Technologies LLC and its various
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


GENERAL MOTORS: To Buy AmeriCredit for $3.5 Billion, in Cash
------------------------------------------------------------
To meet customer demand for leasing and non-prime financing for GM
vehicles, General Motors and AmeriCredit Corp. (NYSE: ACF) said
Thursday they have entered into a definitive agreement for GM to
acquire AmeriCredit, one of the nation's leading independent auto
finance companies, in an all-cash transaction valued at
approximately $3.5 billion.

"This acquisition supports our efforts to design, build and sell
the world's best vehicles by expanding the financing options we
can offer to consumers who want to buy GM vehicles," said GM
Chairman and Chief Executive Officer, Ed Whitacre.  "Adding
AmeriCredit to our team will improve our competitiveness in auto
financing offerings, and I am very pleased to have them on board."

The acquisition establishes the core of a new GM captive financing
arm that will enable GM to provide customers with a more complete
range of financing options, while creating significant growth
opportunities for both GM and AmeriCredit.  Since GM and
AmeriCredit launched a successful non-prime program in September
2009, GM's non-prime penetration has increased significantly.
Upon completion of the transaction, AmeriCredit intends to also
re-enter the leasing business which will provide expanded leasing
availability for all GM customers.

Direct ownership of AmeriCredit's expertise will provide
consistent availability of non-prime financing for GM customers
throughout all economic cycles.  While AmeriCredit already has
relationships with approximately 4,000 GM dealers, this
transaction will enhance dealer receptivity and improve sales
penetration rates through coordinated GM branding and targeted
customer marketing initiatives.

"With AmeriCredit providing us niche capabilities in leasing and
non-prime financing, along with the continued strong support of
Ally Financial and others for prime retail and dealer financing,
we've set up a very competitive solution for our financing needs,
which will be resilient through credit and business cycles," said
GM Vice Chairman and Chief Financial Officer, Chris Liddell.

AmeriCredit President and Chief Executive Officer Daniel Berce
said, "We're excited about joining the GM team. While we will be
expanding our product set to more fully support GM, we'll continue
to offer our loan products to the more than 11,000 dealers across
the country we serve today.  Long term, this transaction will
deliver benefits to our dealers, customers and employees."

The highly regarded AmeriCredit management team will remain
intact, which will assist in minimizing integration risk and
maximizing opportunities between the two companies.

With total assets of approximately $10 billion, the acquisition of
AmeriCredit poses minimal impact to GM's balance sheet, and does
not change GM's objective of achieving strong investment grade
status.  Under GM ownership, AmeriCredit will maintain its own
direct access to the capital markets for its financing
requirements.

Under the terms of the agreement, which has been approved by both
companies' boards of directors, at closing, AmeriCredit
shareholders will receive $24.50 in cash for each share of stock
held as of the transaction closing date.

The transaction is expected to close by the end of the fourth
quarter of 2010, pending certain closing conditions, including the
approval of AmeriCredit shareholders.

                           *     *     *

Sharon Terlep at The Wall Street Journal reports that Mike
Jackson, CEO of AutoNation, the largest U.S. car retailer,
predicted the deal will bolster GM sales by 10% to 20%. Improving
access to credit is key to keeping the industry on the road to
recovery in 2011 and 2012, he said. "We need credit to normalize
for this auto-industry recovery to continue," he said.

The Journal notes that leasing makes up 7% of GM's business
compared to a car-industry average of 21%, Mr. Liddell said.
Around 4% of GM buyers have nonprime credit scores, matching the
industry average, but GM sees potential for growth in that market.

The Journal also reports that Ally Financial, formerly GMAC, said
its relationship with GM won't change.  It will continue to
provide loans to GM buyers with prime credit and to finance
wholesale vehicle purchases by GM dealers as well as some leasing.

The Journal notes GM this summer considered a move to regain
control of its former finance arm, but GM's lack of
creditworthiness and lack of interest from GMAC ended those
efforts, said people familiar with the situation.

                        About AmeriCredit:

AmeriCredit Corp. -- http://www.americredit.com/-- is an
independent automobile finance company that provides financing
solutions indirectly through auto dealers across the United
States.  AmeriCredit has 3,000 employees in the U.S. and Canada,
800,000 customers and $9 billion in auto receivables. The Company
was founded in 1992 and is headquartered in Fort Worth, Texas.

                       About General Motors

With its global headquarters in Detroit, Michigan, General Motors
Company -- http://www.gm.com/-- is one of the world's largest
automakers.  GM employs 207,000 people in every major region of
the world and does business in some 140 countries.  GM and its
strategic partners produce cars and trucks in 34 countries, and
sell and service these vehicles through the following brands:
Buick, Cadillac, Chevrolet, FAW, GMC, Daewoo, Holden, Opel,
Vauxhall and Wuling. GM's largest national market is the United
States, followed by China, Brazil, Germany, the United Kingdom,
Canada, and Italy.  GM's OnStar subsidiary is the industry leader
in vehicle safety, security and information services.

GM acquired its operations from General Motors Company, n/k/a
Motors Liquidation Company, on July 10, 2009, pursuant to a sale
under Section 363 of the Bankruptcy Code.  Motors Liquidation or
Old GM is the subject of a pending Chapter 11 reorganization case
before the U.S. Bankruptcy Court for the Southern District of New
York.

At March 31, 2010, GM had US$136.021 billion in total assets,
total liabilities of US$105.970 billion and preferred stock of
US$6.998 billion, and non-controlling interests of US$814 million,
resulting in total equity of US$23.053 billion.

                   About Motors Liquidation

General Motors Corporation and three of its affiliates filed for
Chapter 11 protection on June 1, 2009 (Bankr. S.D.N.Y. Lead Case
No. 09-50026).  General Motors changed its name to Motors
Liquidation Co. following the sale of its key assets to a company
60.8% owned by the U.S. Government.

The Honorable Robert E. Gerber presides over the Chapter 11 cases.
Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H.
Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors
in their restructuring efforts.  Al Koch at AP Services, LLC, an
affiliate of AlixPartners, LLP, serves as the Chief Executive
Officer for Motors Liquidation Company.  GM is also represented by
Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as
counsel.  Cravath, Swaine, & Moore LLP is providing legal advice
to the GM Board of Directors.  GM's financial advisors are Morgan
Stanley, Evercore Partners and the Blackstone Group LLP.

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


GENTA INC: BAM Opportunity Fund et al. Report 8.90% Stake
---------------------------------------------------------
BAM Opportunity Fund SPV, LLC, BAM Management, LLC, and AM
Investment Partners, LLC, and their affiliates disclose holding
80,632,105 shares or roughly 8.90% of Genta Incorporated's common
stock as of July 19, 2010.

The SPV beneficially owned the shares.  Of this amount, 80,603,105
consist of shares underlying convertible notes and 29,000 consist
of shares of Common Stock.  The SPV acquired beneficial ownership
of 80,000,000 shares underlying $800,000 face value of the
convertible notes on July 19, 2010, as the notes may first be
converted on September 17, 2010.

The SPV also holds convertible notes that are convertible into
70,628 shares of Common Stock.  The notes cannot be converted
until January 4, 2011.  Accordingly, SPV et al. do not currently
have beneficial ownership of the shares underlying these
convertible notes.  The SPV also holds warrants to purchase
1,916,250 shares, which are subject to a contractual limitation
prohibiting their exercise to the extent that the SPV and its
affiliates would beneficially own in excess of 4.999% of Genta
Common Stock.  Accordingly, the warrants are not exercisable, and
BAM et al. do not currently have beneficial ownership of the
Common Stock underlying the warrants.

AMIP LLC and its affiliates have entered into an agreement in
principle to combine their business with BAM Management and its
affiliates. This Business Combination has not yet closed.  However
AMIP LLC, BAM Management, and their affiliates began sharing
office space on May 17, 2010.  While there is no agreement or
understanding whereby AMIP LLC, Adam Stern, or Mark Friedman, or
their affiliates have authority to manage the investment positions
held by the SPV, it is possible that AMIP LLC and its affiliates
may from time to time coordinate investment decision-making with
BAM Management.

                            About Genta

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

At December 31, 2009, the Company had total assets of
$12.229 million against total current liabilities of
$10.501 billion and total long-term liabilities of $4.590 million,
resulting in stockholders' deficit of $2.862 million.


GOLDSPRING INC: Buys Seven Patented Mining Claims for $1 Million
----------------------------------------------------------------
GoldSpring Inc. said in a statement that it has purchased seven
patented mining claims totaling 48 acres, surface rights to two
additional patented mining claims totaling 15 acres, 12 unpatented
lode claims, and 15 acre-feet of water rights, in Storey County,
Nevada from the estate of William Michael Donovan Jr.  The
property contains a significant portion of the mineral resource
summarized in the May 2010 Technical Report authored by Behre
Dolbear & Company of Denver, Colorado.  These claims have been
controlled under a mining lease agreement since 1987 by GoldSpring
and its predecessor organizations.

The purchase price was $1,025,000, with an initial payment of
$300,000.  The Company financed the remaining $725,000 with an
installment note bearing 6% interest, requiring 60 monthly
payments of $6,178 and a final payment of then-unpaid principal
and interest.  The Donovan estate will retain a 1.5% Net Smelter
Royalty on all future mineral production from these claims.

"This purchase builds value for our shareholders by ensuring our
long-term control of these important claims, at an attractive
price, and reduces our royalty obligation from 5% to 1.5% on a
significant portion of our currently-planned mine production,"
stated Corrado De Gasperis, GoldSpring's Chief Executive Officer.
"The acquisition of this property, in addition to the Obester
purchase of eleven patented lode-mining claims, announced earlier
this year, is consistent with our intermediate production plans
and definitively secures critical claims surrounding the recently-
drilled Hartford/Lucerne/Billie the Kid area.  We appreciate and
thank the Donovans for their patience throughout this transaction
process."

The Company's Spring 2010 drilling program included several
reverse circulation drill holes on the Donovan Property.  Hole
P10-26, intercepted five mineralized zones in the first 560 feet,
totaling 325 feet averaging 0.034 ounces per ton gold and 0.154
opt silver.  It includes a zone from 405-560' of 0.042 opt gold
and 0.213 opt silver.  Hole P10-51 intercepted two mineralized
zones totaling 170 feet averaging 0.035 opt gold and 0.664 opt
silver.  It includes a zone from 185-305' of 0.045 opt gold and
0.671 opt silver.

The Company's latest resource estimate indicates that the mineral
deposit is open to the northwest and southeast, along the Silver
City fault trend, and down-dip to the east.  "The Donovan Property
includes down-dip targets in an area of known mineralization,
which provides a great opportunity for expanding our mineral
resources," stated Larry Martin, GoldSpring's Chief Geologist.
"This area is one of our top priorities for additional drilling."

Mr. De Gasperis concluded, "In addition to these land and mineral
acquisitions, we are also nearing the completion of the debt-for-
equity and the land components of our previously disclosed
recapitalization plan and we will announce the transaction when it
is completed.  A recapitalized balance sheet will usher in a new
era for the Company, enabling our commitment to maximize the value
of our Comstock Lode land holdings for our shareholders."

                        About GoldSpring Inc.

Virginia City, Nev.-based Goldspring, Inc. (OTC BB: GSPG) is a
North American precious metals mining company, focused in Nevada,
with extensive, contiguous property in the Comstock Lode District.

                          *      *      *

The Company's balance sheet as of March 31, 2010, showed
$4,886,495 in assets and $33,865,489 of liabilities, for a
stockholders' deficit of $28,978,994.


GREAT ATLANTIC: Shares Increase, Directors' Reelection Approved
---------------------------------------------------------------
The Great Atlantic & Pacific Tea Company Inc. held its Annual
Meeting of Stockholders on July 15, 2010 at which the Company's
stockholders approved:

    a) an amendment to the Company's charter to increase the total
       number of shares of common stock which the Company has
       authority to issue from 160,000,000 to 260,000,000 shares,

    b) the reelection of these persons to the Company's Board of
       Directors:

        i) Bobbie Andrea Gaunt, Dan Plato Kourkoumelis, Edward
           Lewis, Gregory Mays and Maureen B. Tart-Bezer, by an
           affirmative vote of a plurality of all the voting
           securities of the Company cast,

       ii) John D. Barline, Dr. Jens-Jurgen Bockel, Dr. Andreas
           Guldin and Christian W. E. Haub, by a majority vote of
           the shares of the Company's Series A-T Preferred Stock
           present at the Annual Meeting and

      iii) Frederic F. Brace and Terrence J. Wallock, by a
           majority vote of the shares of the Company's Series A-Y
           Preferred Stock present at the Annual Meeting, and

    c) the appointment of PricewaterhouseCoopers LLP as the
       Company's independent registered public accounting firm.

                            About A&P

Based in Montvale, New Jersey, The Great Atlantic & Pacific Tea
Company, Inc. (A&P, NYSE Symbol: GAP), founded in 1859, is one of
the nation's first supermarket chains.  The Company operates 429
stores in 8 states and the District of Columbia under the
following trade names: A&P, Waldbaum's, Pathmark, Pathmark Sav-a-
Center, Best Cellars, The Food Emporium, Super Foodmart, Super
Fresh and Food Basics.

At February 27, 2010, the Company had total assets of
$2,827,217,000 against total liabilities of $3,223,663,000 and
Series A redeemable preferred stock of $132,757,000, resulting in
stockholders' deficit of $529,203,000.


GREENSHIFT CORP: 1-for-10 Reverse Stock Split to Take Effect
------------------------------------------------------------
GreenShift Corporation filed with the Secretary of State of the
State of Delaware a certificate of amendment to the Company's
certificate of incorporation to give effect to a 1-for-10 reverse
stock split as of 6:00 p.m. on August 2, 2010.

The Company has submitted to FINRA the requisite notification of
the corporate action.  There were 17,411,564,435 shares of Company
common stock outstanding as of July 16, 2010, an amount which
corresponds to an estimated 1,741,156,444 shares of Company common
stock outstanding after completion of the Reverse Split.

                    About Greenshift Corporation

Headquartered in New York, GreenShift Corporation develops and
commercializes clean technologies designed to integrate into and
leverage established production and distribution infrastructure to
address the financial and environmental needs of its clients by
decreasing raw material needs, facilitating co-product reuse, and
reducing waste and emissions.

Rosenberg Rich Baker Berman & Company expressed substantial doubt
about the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has suffered losses
from operations and has a working capital deficiency as of
December 31, 2009.


GTC BIOTHERAPEUTICS: Reacquires Rights to Atryn Recombinant
-----------------------------------------------------------
In a regulatory filing Wednesday, GTC Biotherapeutics, Inc.
discloses that on July 15, 2010, it entered into an agreement with
Lundbeck, Inc. that terminates the Acquisition, Licensing,
Development and Supply Agreement dated June 22, 2008, by and among
the Company, ATIII LLC, and Lundbeck, Inc.  As part of the
termination agreement, the Company reacquired from Lundbeck the
U.S. commercialization rights for ATryn(R), the Company's
recombinant form of human antithrombin.  The Company also agreed
to purchase all of Lundbeck's Atryn(R) inventory for a purchase
price of $400,000 and agreed to pay Lundbeck a royalty on net
sales beginning in two years, with a predefined cumulative
maximum.

In connection with the termination agreement, the Company also
will pay Lundbeck to perform certain services on the Company's
behalf for a transition period of up to six months to ensure that
ATryn(r) will continue to be available to physicians and their
patients in an uninterrupted fashion as commercialization
responsibilities are transitioned to the Company from Lundbeck.

                    About GTC Biotherapeutics

Framingham, Mass.-based GTC Biotherapeutics, Inc. (OTC BB: GTCB)
- http://www.gtc-bio.com/- develops, supplies and commercializes
therapeutic proteins produced through transgenic animal
technology.  ATryn(R), GTC's recombinant human antithrombin, has
been approved for use in the United States and Europe.  ATryn(R)
is the first and only therapeutic product produced in transgenic
animals to be approved anywhere in the world.

In addition to ATryn(R), GTC is developing a portfolio of
recombinant human plasma proteins with known therapeutic
properties.  These proteins include recombinant forms of human
coagulation factors VIIa and IX, which are being developed for the
treatment of patients with hemophilia, and recombinant alpha-
fetoprotein, which is being developed for the treatment of
myasthenia gravis and multiple sclerosis.

The Company's balance sheet as of April 4, 2010, showed
$27.0 million in assets and $54.1 million of liabilities, for a
stockholders' deficit of $27.1 million.

                          *     *     *

As reported in the Troubled Company Reporter on March 15, 2010,
PricewaterhouseCoopers LLP, in Boston, expressed substantial doubt
about the Company's ability to continue as a going concern.  The
independent auditors noted that of the Company's recurring losses
from operations and limited available funds as of January 3, 2010.

"We have incurred losses from operations and negative operating
cash flow since inception and have an accumulated deficit of
approximately $337 million at April 4, 2010.  We also have
negative working capital of $13.1 million as of April 4, 2010.
Based on our cash balance as of April 4, 2010, as well as
potential cash receipts from existing programs, we believe our
capital resources will be sufficient to fund operations to the end
of the second quarter of 2010.  Our recurring losses from
operations and limited funds raise substantial doubt about our
ability to continue as a going concern."


HAWAII BIOTECH: Federal Judge Approves Deal with Merck & Co.
------------------------------------------------------------
Alan Yonan, Jr., at Star Advertiser, reports that a federal
bankruptcy judge approved a deal between Hawaii Biotech and Merck
& Co., wherein Merck agreed to acquire Hawaii's dengue fever
vaccine research unite.  Neither Merck nor Hawaii would disclose
the terms of the deal.  The deal, according to the report, would
give the Company needed capital as it works toward emerging from
bankruptcy protection.

Hawaii Biotech Inc. -- http://www.hibiotech.com/-- focuses on the
research and development of vaccines for established and emerging
infectious diseases.  The Company filed for Chapter 11 protection
on Dec. 11, 2009 (Bankr. D. Hawaii Case No. 09-02908).  Jerrold K.
Guben, Esq., at O'Connor Playdon & Guben, represents the Debtor in
its restructuring effort.  The petition says that assets and debts
are between $1,000,001 and $10,000,000.


HEALTHSOUTH CORP: Morgan Stanley Reports De Minimis Stake
---------------------------------------------------------
Morgan Stanley disclosed that as of June 30, 2010, it held 6,200
shares of HealthSouth Corp. common stock.

HealthSouth had 93,563,432 shares of common stock outstanding, net
of treasury shares, as of April 30, 2010.

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

As of March 31, 2010, the Company had total assets of
$1.716 billion against total liabilities of $2.190 billion and
convertible perpetual preferred stock of $387.4 million.


HEALTHSOUTH CORP: Director Hanson Receives 1,345 Shares
-------------------------------------------------------
HealthSouth Corp. director Jon F. Hanson on July 8, 2010, acquired
1,345 shares of common stock, raising his stake 55,987 shares.

The transaction is a purchase of shares of common stock of
HealthSouth pursuant to an election by Mr. Hanson to participate
in the Directors Deferred Stock Investment Plan of the Company.
The Plan is a non-qualified deferral plan adopted and effective
November 1, 2007, allowing non-employee directors to make
elections during 2009 to defer fixed percentages of their
directors fees for 2010.  The amount each participant defers under
the Plan is deducted, on a quarterly basis, from the directors
fees the participant would otherwise have received in cash.

The transaction is the acquisition of Company common stock for Mr.
Hanson's account, for an aggregate purchase price equal to the
amount of fees deferred by Mr. Hanson for the current quarter of
2010 under the Plan.

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

As of March 31, 2010, the Company had total assets of $1.716
billion against total liabilities of $2.190 billion and
convertible perpetual preferred stock of $387.4 million.


HEALTHSOUTH CORP: Director Chidsey Receives 43,721 Shares
---------------------------------------------------------
HealthSouth Corp. director John Chidsey disclosed that on July 8
he acquired 1,300 shares, raising his stake to 43,721 company
shares.

The transaction is a purchase of shares of HealthSouth common
stock pursuant to an election by Mr. Chidsey to participate in the
Directors Deferred Stock Investment Plan of the Company.  The Plan
is a non-qualified deferral plan adopted and effective November 1,
2007, allowing non-employee directors to make elections during
2009 to defer fixed percentages of their directors fees for 2010.
The amount each participant defers under the Plan is deducted, on
a quarterly basis, from the directors fees the participant would
otherwise have received in cash.

The transaction is the acquisition of the Company's common stock
for Mr. Chidsey's account, for an aggregate purchase price equal
to the amount of fees deferred by Mr. Chidsey for the current
quarter of 2010 under the Plan.

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

As of March 31, 2010, the Company had total assets of $1.716
billion against total liabilities of $2.190 billion and
convertible perpetual preferred stock of $387.4 million.


HIGHLANDS OF LOS GATOS: Files for Chapter 11 in California
----------------------------------------------------------
Highlands of Los Gatos LLC filed for Chapter 11 in San Jose,
California (Bankr. N.D. Calif. Case No. 10-57370).

Highlands is the owner of a 66-acre development near Los Gatos,
California, filed a Chapter 11 petition on July 16 in San Jose.
The petition says the property is worth $32 million.  The secured
debt, $23 million, is owed to East-West Bank.


INNKEEPERS USA: Midland Loan Opposes Debtor Use of Cash Collateral
------------------------------------------------------------------
Innkeepers USA Trust and its 91 debtor affiliates seek the Court's
authority to continue to use their cash generated from their hotel
assets, which is collateral for their secured lenders, to fund
their operations and restructuring for the benefit of all of their
constituents.

As of March 31, 2010, the Debtors had incurred aggregate funded
secured indebtedness of approximately $1.42 billion, including
approximately $1.29 billion of property-level secured debt, of
which approximately $1.05 billion has been securitized and sold in
the commercial mortgage-backed security market.  The debt is
secured by mortgages on the hotels or pledges of the equity of the
Property Owners.  The Debtors' funded secured debt is comprised of
nine mortgage loans, two with related mezzanine loans, each of
which is secured by distinct hotel properties and related equity
interests in the Property Owners.

The Debtors, according to James H.M. Sprayregen, P.C., Esq., at
Kirkland & Ellis, LLP, in New York, need to use their cash
collateral for a seamless transition into bankruptcy to ensure
they are able to continue operating.  The Debtors need the cash
collateral to honor obligations to parties that provide goods and
services, including their franchisors, employees, hotel management
companies, suppliers of hotel-related goods and services,
utilities, and taxing authorities, Mr. Sprayregen adds.

The Debtors propose that each group of Debtors under a Tranche of
Debt, and Innkeepers USA Trust, will use Cash Collateral to pay
expenses of operating the Debtors' business and fund the
restructuring materially in accordance with a 13-week forecast
from July 24 to October 16, 2010, a full-text copy of which is
available for free at http://bankrupt.com/misc/ikucashflow.pdf

The Floating Rate Debtors, a list of which is available for free
at http://bankrupt.com/misc/iku20debtor.pdfwill use Cash
Collateral of the Floating Rate Lenders to pay any commitment and
closing fees under the Floating Rate Property Improvement Program
DIP on the closing date thereof.

The rights of the Debtors under a Tranche of Debt, but not the
rights of any Debtors under any other Tranche of Debt, to use Cash
Collateral relating to that Tranche of Debt will terminate upon
the business day immediately following written notice.

The key events that qualify as termination events with respect to
the Debtors within a Tranche of Debt are:

   i. Failure to have entered a Final Order in respect of the
      use of Cash Collateral within 45 days of the Petition
      Date;

  ii. Failure to make payments required to be made within five
      business days from when the payment is due;

iii. Breach of other covenants or agreements contained in the
      Interim Cash Collateral Order unremedied for more than 10
      business days following notice;

  iv. Except for certain matters, permit any superpriority
      claim, other than the Carve Out, or grant any other lien
      or security interest, including any other adequate
      protection lien, senior or equal to the claims and liens,
      including the adequate protection claims and liens, of the
      applicable Adequate Protection Party;

   v. Assertion by the Debtors that an Adequate Protection
      Party's prepetition lien or security interest is not valid
      and perfected;

  vi. Except for expressly permitted payments, make any payment
      of principal or interest or otherwise on account of any
      prepetition indebtedness or payables, including without
      limitation, reclamation claims;

vii. Permit inter-tranche borrowings to exceed, in the
      aggregate, $2,000,000 at any one time outstanding;

viii. One or more franchisors terminated franchise agreements;

  ix. Entry of an order permitting foreclosure, or the granting
      of a deed in lieu of foreclosure or the like, on a hotel
      constituting Prepetition Collateral, and that order will
      not be subject to timely appeal;

   x. One or more events of default under the Fixed Rate PIP DIP
      or the Floating Rate PIP DIP that cause or permit the
      lenders thereunder to cause, the obligations under the
      Fixed Rate PIP DIP or the Floating Rate PIP DIP, as the
      case may be, to become immediately due and payable;

  xi. Use of Cash Collateral for a purpose not permitted
      hereunder except for de minimis amounts;

xii. Entry of an order to permit any exercise of remedies by
      the lenders or special servicer under a Tranche of Debt
      other than in certain limited circumstances;

xiii. The Debtors file any motion, or the Court enters an order,
      to (i) dismiss any of the Chapter 11 Cases, (ii) convert
      any of the Chapter 11 Cases to a case under chapter 7 of
      the Bankruptcy Code, or (iii) appoint a trustee or an
      examiner with expanded powers pursuant to Section 1104 of
      the Bankruptcy Code in any of the Chapter 11 Cases; or

xiv. There will have occurred, after the entry of the Interim
      Cash Collateral Order, (i) a change that has a material
      adverse effect on the use, value, or condition of the
      Debtors, their assets, or the legal or financial status or
      business operations, in each case taken as a whole, or
      (ii) a material disruption or material adverse change in
      the financial, real estate, banking, or capital markets.

As adequate protection, the Debtors will pay or reimburse certain
fees and expenses of attorneys and other professional advisors
retained by the Representatives.  The Debtors will also grant the
Adequate Protection Liens on all of the applicable Debtor's rights
in, to, and under all present and after-acquired property and
assets of the like kind or type that would constitute Prepetition
Collateral of the Adequate Protection Party in accordance with the
applicable Loan Documents subject only to (A) the Carve Out, (B)
liens granted in respect of a Permitted DIP, and (C) Prior Liens.
The Postpetition Collateral will not include Avoidance Actions,
but will include the proceeds of Avoidance Actions recovered by
the applicable Debtor to the extent the Court includes that
provision in the Final Order.

For any Adequate Protection Obligations, the applicable Adequate
Protection Party will have an administrative expense claim against
the Debtors with obligations arising under the applicable Tranche
of Debt under Section 507(b) of the Bankruptcy Code.

The proposed Cash Collateral order includes a carve out from liens
and claims in favor of the Clerk of the Court and the U.S. Trustee
pursuant to Section 1930(a) of Title 28 of the U.S. Code, any
trustee and any professionals retained by the trustee in a Chapter
7 case, and for the fees and expenses of professionals retained by
the Debtors and any committee appointed in the Chapter 11 Cases.

Mr. Sprayregen tells the Court that the Debtors have already
received the consent of one of their largest lenders, and the
Debtors are in discussions with the other lenders.

                      Midland Loan Objects

Midland Loan Services, Inc., special servicer pursuant to a
pooling and servicing agreement dated August 13, 2007, for the
Fixed Rate Trustee, objects to the cash collateral motion and
asserts these points:

  a. Its cash collateral should not be commingled, and the
     segregation of its cash collateral currently in place
     should not be abandoned.  Rather, its cash collateral
     should continue to be segregated pursuant to a revised
     cash collateral protocol, similar to one currently in
     place, but more debtor-friendly in the context of the
     Chapter 11 cases.

  b. There should be "real time" ability to monitor cash
     collateral use to make certain that Midland's cash
     collateral is used for the benefit of its hotel collateral.

  c. There should not be any inter-debtor borrowing or lending
     between the various debtors and their separate collateral
     pools.

  d. Midland's cash collateral should not be used to fund estate
     professionals in furtherance of a cram-down plan of
     reorganization providing for a coerced write down of more
     than $300 million of principal.  Midland's objection to the
     use of its cash collateral includes its attempted use in
     furtherance of any plan that would benefit Apollo
     Investment Corporation through Apollo's retention or
     receipt of equity in the newly reorganized debtors.

  e. The proposed Cash Collateral Order is missing language
     necessary for the protection of the Midland cash
     collateral.

Midland's objection was accompanied by a declaration prepared by
Ronald F. Greenspan, a senior managing director in the corporate
finance and restructuring practice of FTI Consulting.  Mr.
Greenspan disclosed that Midland is owed more than $825 million by
the Debtors, which amount is more than the total amount owed to
all of the remaining creditors combined

Midland is represented by Lenard M. Parkins, Esq., John D. Penn,
Esq., and Mark Elmore, Esq., at Haynes and Boone, LLP, at 1221
Avenue of the Americas, 26th Floor, in New York, with telephone
number (212) 659-7300 and facsimile number (212) 884-8211.

                   About Innkeepers USA Trust

Innkeepers USA Trust is a self-administered Maryland real estate
investment trust with a primary business focus on acquiring
premium-branded upscale extended-stay, mid-priced limited service,
and select-service hotels.

Innkeepers, through its indirect subsidiaries, owns and operates
an expansive portfolio of 72 upscale and mid-priced extended-stay
and select-service hotels, consisting of approximately 10,000
rooms, located in 20 states across the United States.

Apollo Investment Corporation acquired Innkeepers in June 2007.

Innkeepers USA Trust and a number of affilaites filed for Chapter
11 on July 19, 2010 (Bankr. S.D.N.Y. Case No. 10-13800).

Attorneys at Kirkland & Ellis LLP, serve as counsel to the
Debtors.  AlixPartners is the restructuring advisor and Marc A.
Beilinson is the chief restructuring officer.  Moelis & Company is
the financial advisor.  Omni Management Group, LLC, is the claims
and notice agent. The petition listed assets and debts of more
than $1 billion.

In 2009, Innkeepers' consolidated revenues were approximately
$292 million and adjusted EBITDA were approximately $85 million.
The Company's consolidated assets for 2009 totaled approximately
$1.5 billion.  As of July 19, 2010, the Company and its affiliates
have incurred approximately $1.29 billion of secured debt.

Bankruptcy Creditors' Service, Inc., publishes Innkeepers USA
Bankruptcy News.  The newsletter tracks the chapter 11
restructuring proceedings commenced by Innkeepers USA Trust and
its affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000).


INNKEEPERS USA: Proposes $17.5 Mil. Solar Finance DIP Loan
----------------------------------------------------------
Innkeepers USA Trust and its 91 debtor affiliates seek the Court's
authority to obtain postpetition debtor-in-possession financing
for $17,498,095 from Solar Finance Inc., an affiliate of Lehman
ALI Inc., on a senior secured, priming, superpriority basis.

The Borrowers in this DIP Financing Agreement are these Floating
Rate Debtors:

  * KPA/GP Valencia LLC;
  * Grand Prix West Palm Beach LLC;
  * KPA/GP Ft. Walton Beach LLC;
  * Grand Prix Ft. Wayne LLC;
  * Grand Prix Indianapolis LLC;
  * KPA/GP Louisville (HI) LLC;
  * Grand Prix Bulfinch LLC;
  * Grand Prix Woburn LLC;
  * Grand Prix Rockville LLC;
  * Grand Prix East Lansing LLC;
  * Grand Prix Grand Rapids LLC;
  * Grand Prix Troy (Central) LLC;
  * Grand Prix Troy (SE) LLC;
  * Grand Prix Atlantic City LLC;
  * Grand Prix Montvale LLC;
  * Grand Prix Morristown LLC;
  * Grand Prix Albany LLC;
  * Grand Prix Addison (SS) LLC;
  * Grand Prix Harrisburg LLC; and
  * Grand Prix Ontario LLC.

The DIP Agent is still to be determined.  The DIP Financing
matures in 360 days from the Closing Date.

The DIP Facility will automatically become due and payable upon:

  -- the acceleration of the DIP Facility due to the occurrence
     and continuation of an Event of Default;

  -- the effective date of any plan in the bankruptcy proceeding
     that provides for payment in full of all obligations owing
     under the DIP Facility;

  -- the closing date of any sale of all or substantially all of
     any Borrower's assets that constitute collateral;

  -- the entry of an order by the Court granting relief from the
     automatic stay permitting foreclosure of any assets of any
     Borrower constituting collateral in excess of $1,000,000 in
     the aggregate;

  -- the entry of an order of dismissal or conversion of the
     Chapter 11 cases with respect to the Borrowers; or

  -- the acceleration of the obligations under any other
     debtor-in-possession financing of the Debtors.

Proceeds of the DIP Facility will be used solely for (i) payment
of the financing fees owed to the DIP Lenders, (ii) to fund
postpetition PIP Work, and (iii) to fund certain fire safety
improvements to hotel properties.

The Non-Default Interest Rate is a monthly interest payments
accruing at a per annum floating rate equal to the sum of 30-day
LIBOR, subject to a floor of 2%, plus 5%.  The Default Interest
Rate is a rate of 3% per annum in excess of the Non-Default rate.

The liens under the DIP Facility will be first priority, senior
secured and priming liens on and security interests in (i) all of
the Borrowers' real property and its proceeds that secure the
prepetition obligations, (ii) the Controlled Disbursement Account,
and (iii) all Chapter 5 causes of action that relate to the hotel
properties owned by the Borrowers.

The Events of Default are:

  (a) Dismissal of the Chapter 11 Cases or conversion into a
      Chapter 7 case;

  (b) Filing or support of a proposed plan of reorganization by
      any Borrower or any affiliate of the Borrowers that does
      not provide for the payment in full and in cash of the
      Borrower's obligations outstanding under the DIP Facility
      on the effective date of that plan of reorganization;

  (c) Entry of a final order confirming a plan of reorganization
      that does not require repayment in full in cash of the DIP
      Facility as of the effective date of the plan, unless
      otherwise consented to by the Controlling DIP Lenders;

  (d) Appointment of a trustee under Section 1104 of the
      Bankruptcy Code;

  (e) The appointment of an examiner with enlarged powers, which
      are powers beyond those set forth in Sections 1106(a)(3)
      and (4) of the Bankruptcy Code, under Section 1106(b);

  (f) Termination by a franchisor of a franchise agreement upon
      any hotel owned by any Borrower constituting collateral;

  (g) One or more franchisors taking steps to terminate 10 or
      more franchise agreements in the aggregate during the term
      of the DIP Facility upon hotels owned by any of the
      Borrowers constituting collateral;

  (h) Variance in the PIP Budget, subject to certain exceptions;

  (i) Variance in the Cycle Renovations Budget;

  (j) Any default under an affiliate's debtor-in-possession
      financing;

  (k) Sale of any hotel constituting collateral for the DIP
      Facility; and

  (l) Certain other customary events of default.

The DIP Lenders will have customary remedies following an Event of
Default, including (i) the right to realize on all collateral
securing the DIP Facility, including the right to complete the PIP
work, and (ii) any remedies set forth in any cash collateral order
entered by the Court in the event that there is an event of
default under that cash collateral order.

James H.M. Sprayregen, P.C., Esq., at Kirkland & Ellis LLP, in New
York, contends that the DIP Financing will provide the Debtors
with access to $17,498,095 immediately after entry of the DIP
Order.  He notes that the Debtors have determined this should be
sufficient to complete the PIPs required under those Franchise
Agreements covering the Floating Rate Collateral, to fund the
other obligations under the DIP Facility, and together with the
$50.75 million in debtor-in-possession financing sought in a
separate request, sufficient to complete all required PIPs.

Any loss of the Debtors' key Franchise Agreements would have a
material adverse effect on their operations and on the underlying
value of the affected hotel, Mr. Sprayregen argues.  By making
these PIP investments, he asserts, the Debtors are both increasing
the value of particular properties and preserving the overall
value of the enterprise by protecting the Franchise Agreements.

Copies of the DIP Financing's Commitment Letter and Term Sheet are
available for free at:

http://bankrupt.com/misc/IKU_Solar_TermSheet_071910.pdf
http://bankrupt.com/misc/IKU_Solar_CommitmentLetter_071910.pdf

                   About Innkeepers USA Trust

Innkeepers USA Trust is a self-administered Maryland real estate
investment trust with a primary business focus on acquiring
premium-branded upscale extended-stay, mid-priced limited service,
and select-service hotels.

Innkeepers, through its indirect subsidiaries, owns and operates
an expansive portfolio of 72 upscale and mid-priced extended-stay
and select-service hotels, consisting of approximately 10,000
rooms, located in 20 states across the United States.

Apollo Investment Corporation acquired Innkeepers in June 2007.

Innkeepers USA Trust and a number of affilaites filed for Chapter
11 on July 19, 2010 (Bankr. S.D.N.Y. Case No. 10-13800).

Attorneys at Kirkland & Ellis LLP, serve as counsel to the
Debtors.  AlixPartners is the restructuring advisor and Marc A.
Beilinson is the chief restructuring officer.  Moelis & Company is
the financial advisor.  Omni Management Group, LLC, is the claims
and notice agent. The petition listed assets and debts of more
than $1 billion.

In 2009, Innkeepers' consolidated revenues were approximately
$292 million and adjusted EBITDA were approximately $85 million.
The Company's consolidated assets for 2009 totaled approximately
$1.5 billion.  As of July 19, 2010, the Company and its affiliates
have incurred approximately $1.29 billion of secured debt.

Bankruptcy Creditors' Service, Inc., publishes Innkeepers USA
Bankruptcy News.  The newsletter tracks the chapter 11
restructuring proceedings commenced by Innkeepers USA Trust and
its affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000).


INNKEEPERS USA: Proposes to Access $50.7MM Five Mile DIP Loan
-------------------------------------------------------------
Innkeepers USA Trust and its 91 debtor affiliates seek authority
from the United States Bankruptcy Court for the Southern District
of New York to obtain postpetition debtor-in-possession financing
for $50.75 million from Five Mile Capital Partners on a senior
secured, priming, superpriority basis to fund the Debtors'
property improvement programs, or PIPs, required under their
franchise agreements for their 72 hotel properties.

James H.M. Sprayregen, P.C., Esq., at Kirkland & Ellis LLP, in New
York, contends that a variety of factors have led to the Debtors
being unable to comply with their PIP obligations under certain
Franchise Agreements, and the failure to complete the PIPs could
result in the termination of those Franchise Agreements.  He
points out that the loss of these Franchise Agreements would have
a damaging and, perhaps, crippling effect on the Debtors'
operations and on the underlying value of their enterprise due to
the loss of associated name recognition, marketing support, brand
loyalty and centralized reservation systems.

Mr. Sprayregen asserts that the DIP Financing will allow the
Debtors to complete the PIPs, remain in compliance with the
Franchise Agreements, increase the value of those hotels that
enjoy capital improvements by virtue of the PIPs, and generally
maintain and enhance the value of the Debtors' enterprise.  He
adds that the DIP Financing is crucial to the success of the
Debtors' restructuring, will allow the Debtors to maintain and
improve both current revenue and enterprise value, and is
structured to minimize the extent to which the Debtors'
prepetition lenders are primed.

The $50.75 million DIP Financing is divided into three tranches
with different borrowers:

  (a) Tranche A.  A $44.35 million facility allocated to 45
      properties securing the Fixed Rate Loans.  The borrowers
      are the borrowers under the Fixed Rate Loans, which
      include Grand Prix Belmont LLC and Grand Prix Campbell/San
      Jose LLC.

  (b) Tranche B.  A $4.0 million facility allocated to the
      property securing the Capmark $47.4 Million Loan.  The
      borrowers are the borrowers under the Capmark Loan --
      Mission Valley, KPA RIMV LLC and Grand Prix RIMV Lessee
      LLC.

  (c) Tranche C.  A $2.4 million facility allocated to the
      property securing the Merrill Lynch $25.2 Million Loan.
      The borrowers are the borrowers under the Merrill Lynch
      Loan -- Tysons Corner, KPA Tysons Corner RI LLC and Grand
      Prix General Lessee LLC.

The Lead DIP Lender is Five Mile Capital II Pooling International
LLC.  The DIP Agent is yet to be named.  Maturity of the DIP
Financing is 360 days from its closing date.

The applicable Tranche of the DIP Facility will automatically
become due and payable upon:

  -- the acceleration of the Tranche by the DIP Lenders due to
     the occurrence and continuation of an Event of Default with
     respect to the Tranche;

  -- the effective date of any plan in the bankruptcy proceeding
     that provides for payment in full of all obligations owing
     under the DIP Facility;

  -- the closing date of any sale of all or substantially all of
     any Borrower's assets that constitute collateral for the
     Tranche, which in the case of the Tranche A Facility means
     more than 22 of the hotel properties;

  -- the entry of an order by the Court granting relief from the
     automatic stay permitting foreclosure of any assets of any
     Borrower constituting collateral with respect to the
     Tranche in excess of $1,000,000 in the aggregate, subject
     to certain cure rights;

  -- the entry of an order of dismissal or conversion of the
     Chapter 11 cases with respect to the Borrowers under the
     Tranche; or

  -- the acceleration of the obligations under any other
     debtor-in-possession financing of the Debtors.

Proceeds of the DIP Facility will be used solely for (i) payment
of the financing fees owed to the DIP Lenders, and (ii) to fund
postpetition PIP Work.

The Non-Default Interest Rate is a monthly interest payments
accruing at a per annum floating rate equal to the sum of 30-day
LIBOR, subject to a floor of 2%, plus 5%.  The Default Interest
Rate is a rate of 3% per annum in excess of the Non-Default rate.

The liens under the DIP Facility will be first priority, senior
secured and priming liens on and security interests in (i) all of
the Borrowers' real property and proceeds that secure the
prepetition obligations, (ii) the Controlled Disbursement Account,
and (iii) all Chapter 5 causes of action that relate to the hotel
properties owned by the Borrowers.  The Tranche A Facility, the
Tranche B Facility, and the Tranche C Facility will not be cross-
collateralized.

The Events of Default are:

  (a) Dismissal of the Chapter 11 Cases or conversion into a
      Chapter 7 case;

  (b) Filing or support of a proposed plan of reorganization by
      any Borrower or any affiliate of the Borrowers that does
      not provide for the payment in full and in cash of the
      Borrower's obligations outstanding under the DIP Facility
      on the effective date of that plan of reorganization;

  (c) Entry of a final order confirming a plan of reorganization
      that does not require repayment in full in cash of the DIP
      Facility as of the effective date of the plan, unless
      otherwise consented to by the Controlling DIP Lenders;

  (d) Appointment of a trustee under Section 1104 of the
      Bankruptcy Code;

  (e) The appointment of an examiner with enlarged powers, which
      are powers beyond those set forth in Sections 1106(a)(3)
      and (4) of the Bankruptcy Code, under Section 1106(b);

  (f) Termination by a franchisor of a franchise agreement upon
      any hotel owned by any Borrower constituting collateral;

  (g) One or more franchisors taking steps to terminate 10 or
      more franchise agreements in the aggregate during the term
      of the DIP Facility upon hotels owned by any of the
      Borrowers constituting collateral;

  (h) Variance in the PIP Budget, subject to certain exceptions;

  (i) Any default under an affiliate's debtor-in-possession
      financing; and

  (j) Certain other customary events of default.

The DIP Lenders will have customary remedies following an Event of
Default, including (i) the right to realize on all collateral
securing the applicable Tranche of the DIP Facility, including the
right to complete the PIP work, and (ii) any remedies set forth in
any cash collateral order entered by the Court in the event that
there is an event of default under that cash collateral order.

Copies of the DIP Financing's Commitment Letter and Term Sheet are
available for free at:

http://bankrupt.com/misc/IKU_5Mile_TermSheet_071910.pdf
http://bankrupt.com/misc/IKU_5Mile_CommitmentLetter_071910.pdf

                   About Innkeepers USA Trust

Innkeepers USA Trust is a self-administered Maryland real estate
investment trust with a primary business focus on acquiring
premium-branded upscale extended-stay, mid-priced limited service,
and select-service hotels.

Innkeepers, through its indirect subsidiaries, owns and operates
an expansive portfolio of 72 upscale and mid-priced extended-stay
and select-service hotels, consisting of approximately 10,000
rooms, located in 20 states across the United States.

Apollo Investment Corporation acquired Innkeepers in June 2007.

Innkeepers USA Trust and a number of affilaites filed for Chapter
11 on July 19, 2010 (Bankr. S.D.N.Y. Case No. 10-13800).

Attorneys at Kirkland & Ellis LLP, serve as counsel to the
Debtors.  AlixPartners is the restructuring advisor and Marc A.
Beilinson is the chief restructuring officer.  Moelis & Company is
the financial advisor.  Omni Management Group, LLC, is the claims
and notice agent. The petition listed assets and debts of more
than $1 billion.

In 2009, Innkeepers' consolidated revenues were approximately
$292 million and adjusted EBITDA were approximately $85 million.
The Company's consolidated assets for 2009 totaled approximately
$1.5 billion.  As of July 19, 2010, the Company and its affiliates
have incurred approximately $1.29 billion of secured debt.

Bankruptcy Creditors' Service, Inc., publishes Innkeepers USA
Bankruptcy News.  The newsletter tracks the chapter 11
restructuring proceedings commenced by Innkeepers USA Trust and
its affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000).


INNKEEPERS USA: Proposes to Honor Hotel Management Obligations
--------------------------------------------------------------
Certain of the affiliates of Innkeepers USA Trust, called
"Operating Lessees," are taxable real estate investment trust
subsidiaries that lease the Hotels from certain Debtors that are
the fee owners or ground lessees of the Hotels.

The Operating Lessees are parties to various hotel management
agreements with (a) Island Hospitality Management, Inc., which
manages all but one of the Debtors' Hotels, and (b) Dimension
Development Company, Inc., which manages the Debtors' Hotel
located in Ft. Walton Beach, Florida.  In addition, Innkeepers and
Island are party to a Shared Services Agreement, as amended on
June 18, 2008.

Pursuant to the Hotel Management Agreements, the Hotel Managers
address employee staffing requirements, implement sales and
marketing strategies, supervise property operations, and negotiate
and sign purchase orders and national service agreements.  The
Hotel Managers also provide management information systems,
purchase all operating supplies and operating equipment, ensure
that expenses are paid promptly to avoid interruptions of goods
and services, and coordinate the maintenance and repair of the
Hotels where necessary.  In exchange for these services, the Hotel
Managers receive monthly management fees.  On a monthly basis over
the prior year, the Debtors have paid approximately $600,000 to
Island and approximately $18,000 to Dimension on account of
Monthly Management Fees.

In addition, the Operating Lessees are required to reimburse and
compensate the Hotel Managers on account of expenses incurred and
services performed by the Hotel Managers, as well as to indemnify
the Hotel Managers for liabilities arising out of the Hotel
Managers' performance under the Hotel Management Agreements.
While the Debtors currently are not defending the Hotel Managers
in any significant litigation, if a party sues the Hotel Managers,
the Debtors intend to defend in accordance with their obligations
under the Hotel Management Agreements, James H.M. Sprayregen,
P.C., Esq., at Kirkland & Ellis, LLP, in New York, says.

Pursuant to the Shared Services Agreement, the Debtors and Island
share the costs of certain expenses necessary to manage the
Debtors' portfolio of Hotels.  Specifically, the Debtors are
obligated to pay or reimburse Island for the costs of office space
shared by the Debtors and Island, as well as for the services of
certain human resource, payroll, purchasing, accounts payable, and
tax department employees provided by Island that are critical to
the Debtors' ability to manage their Hotels on a portfolio-wide
basis.  On a monthly basis over the prior year, the Debtors have
paid approximately $60,000 to Island on account of the Shared
Services Obligations.

The Hotel Managers' willingness to continue to provide the
services that are critical to the ability of the Debtors to
operate their portfolio of Hotels, hinges upon the Debtors'
ability to satisfy their Hotel Manager Obligations and Shared
Services Obligations, Mr. Sprayregen tells the Court.  As of the
Petition Date, the Debtors do not believe they owe any amounts on
account of the Hotel Management Obligations or Shared Services
Obligations.

The Debtors, Mr. Sprayregen says, have determined that it is
critical that they receive the authority, but not the direction,
to continue performing under the Hotel Management Agreements and
Shared Services Agreement and honor the Hotel Manager Obligations
and Shared Services Obligations to effectuate a seamless and
successful transition into operating under Chapter 11.

                         *   *   *

The Debtors are authorized, on an interim basis, to continue to
perform under the Hotel Management Agreements and the Shared
Services Agreement; provided that they will not pay any fee,
commission, or other amount payable under the Hotel Manager
Obligations or the Shared Services Obligations.

The Court will convene a hearing on August 12, 2010, to consider
final approval of the request.  Objections to entry of the final
order are due August 5.

Midland Loan Services, Inc., prior to the entry of the interim
order, objected to the Motion on a number of grounds, including
that Island has contractually agreed with the Debtors and the
lender that it is not entitled to receive payments "during any
period of time that any amount due and owing to the Lender under
the Note and the Loan Agreement is not paid when due."  The
agreement includes a subordination agreement whereby Island's
Management Agreement is subordinate to Midland's liens.  Midland
asked the Court to recognize the subordination agreement.

                   About Innkeepers USA Trust

Innkeepers USA Trust is a self-administered Maryland real estate
investment trust with a primary business focus on acquiring
premium-branded upscale extended-stay, mid-priced limited service,
and select-service hotels.

Innkeepers, through its indirect subsidiaries, owns and operates
an expansive portfolio of 72 upscale and mid-priced extended-stay
and select-service hotels, consisting of approximately 10,000
rooms, located in 20 states across the United States.

Apollo Investment Corporation acquired Innkeepers in June 2007.

Innkeepers USA Trust and a number of affilaites filed for Chapter
11 on July 19, 2010 (Bankr. S.D.N.Y. Case No. 10-13800).

Attorneys at Kirkland & Ellis LLP, serve as counsel to the
Debtors.  AlixPartners is the restructuring advisor and Marc A.
Beilinson is the chief restructuring officer.  Moelis & Company is
the financial advisor.  Omni Management Group, LLC, is the claims
and notice agent. The petition listed assets and debts of more
than $1 billion.

In 2009, Innkeepers' consolidated revenues were approximately
$292 million and adjusted EBITDA were approximately $85 million.
The Company's consolidated assets for 2009 totaled approximately
$1.5 billion.  As of July 19, 2010, the Company and its affiliates
have incurred approximately $1.29 billion of secured debt.

Bankruptcy Creditors' Service, Inc., publishes Innkeepers USA
Bankruptcy News.  The newsletter tracks the chapter 11
restructuring proceedings commenced by Innkeepers USA Trust and
its affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000).


INTERFACE INC: S&P Gives Stable Outlook, Affirms 'B+' Rating
------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
Atlanta, Ga.-based Interface Inc. to stable from negative.  At the
same time, S&P affirmed its ratings on the company, including the
'B+' corporate credit rating.  As of April 4, 2010, the company
had about $255 million of debt outstanding.

In addition, S&P affirmed the 'BB-' issue level rating on
Interface's senior secured notes due 2013.  The recovery rating is
'2', which indicates S&P's expectation of substantial (70% to 90%)
recovery of principle in the event of a payment default.  At the
same time S&P affirmed the 'B-' issue-level rating on the
company's senior subordinated notes due 2014.  The recovery rating
is '6', indicating S&P's expectation of negligible recovery for
debt holders in the event of a payment default.

"The ratings affirmation and outlook revision reflect S&P's belief
that Interface will continue to improve its operating performance
and sustain its recently strengthened credit measures," said
Standard & Poor's credit analyst Rick Joy.  Although sales have
declined by about 14% over the last 12 months ended April 4, 2010,
S&P believes the operating environment has stabilized in recent
months and sales and profitability will improve over the near
term.  For the quarter ended April 4, 2010, sales gained 9% due to
positive currency translations and increased demand in the
corporate office sector in the Americas and in the education,
retail, and hospitality sectors globally.  The company reported
strong order growth in the quarter, and S&P believes this positive
momentum will continue over the next year as demand recovers.  S&P
estimates adjusted EBITDA margins for the 12 months ended April 4,
2010, improved to 12.6%, from 12.4% in the prior year and versus
11.3% as of Oct. 4, 2009.  S&P believes adjusted EBITDA margins
could improve another 100 basis points over the next year as the
company realizes the benefits of cost-saving initiatives and
volume growth.

The speculative-grade ratings on Atlanta, Ga.-based Interface Inc.
reflect the competitive and cyclical market conditions in the
global floor covering market, as well as the company's narrow
business focus and heavy dependence on the corporate office
segment.  However, S&P believes Interface benefits from a
significant market share (estimated at 35%) in the worldwide
modular carpet segment, which has been growing faster than the
rest of the floor covering market over the past decade.

The cyclical nature of the commercial carpeting sector remains a
risk factor.  Although Interface's revenue base is still
concentrated in the corporate office sector, the company has
benefited from its strategy to diversify its revenue base into
other end markets, including the educational, government, health
care, and residential sectors.  However, S&P believes that the
corporate office sector currently represents a little more than
half of Interface's sales mix.  Standard & Poor's Ratings Services
also recognizes that Interface has made considerable efforts to
reduce operating expenses and rationalize capacity in all of its
business segments.

The outlook is stable.  S&P expects the company to continue to
improve operating performance and profitability as demand
recovers.  Although unlikely in the near term, S&P could consider
a higher rating if the company is able to substantially improve
EBITDA margins and is able to sustain stronger operating
performance and credit measures, including leverage in the 2.5x to
3x area.  Alternatively, S&P would consider lowering the ratings
if operating performance falls below expectations and adjusted
debt to EBITDA were to increase well above the 4x level.  S&P
believes this could occur if a 15% sales decline were to occur
over the next year while adjusted EBITDA margins declined by more
than 200 basis points.


JENNIFER CONVERTIBLES: Great American to Lead Auction
-----------------------------------------------------
Clint Engel at Furniture Today reports that Jennifer Convertibles
has named Great American Furniture Services as stalk-horse bidder
for its assets, and asked a federal bankruptcy court to approve a
closing sale process with Great American offer.  Great American is
expected to get a $50,000 break-up fee if the company consummates
the sale to another party.

An auction will take place on July 26, 2010.  The sale process
would run for up to 60 days, Mr. Engel notes.

Furniture Today relates that the U.S. Trustee protested to (i) the
sale process, citing that it would give the Official Committee of
Unsecured Creditors little time to react and object, and (ii)
agreement with Great American because it would give the Company's
supplier, Haining Mengnu Group, weekly payments of $400,000 and a
95% ownership stake in the reorganized company by converting its
prepetition debts to equity.

Jennifer Convertibles is the owner and licensor of the largest
with 144 Jennifer Convertibles(R) stores and is the largest
specialty retailer of leather furniture with 13 Jennifer Leather
stores.  Following a transaction with the former affiliated
private company, as of February 25, 2010, the Company owns 157
stores and operates five licensed Ashley Furniture HomeStores

Jennifer Convertibles Inc. filed for Chapter 11 on July 18, 2010
in Manhattan (Bankr. S.D.N.Y. Case No. 10-13779).  Michael S. Fox,
Esq., at Olshan Grundman Frome Rosenzweig & Wolosky, LLP, in New
York, represents the Debtor in its Chapter 11 effort.  TM Capital
is financial advisor.  Mintz, Levin, Cohn, Ferris, Glovsky and
Popeo P.C. is special securities counsel.  The petition listed
assets of $25,974,334 against debts of $46,353,345.


JENNIFER CONVERTIBLES: Posts $4.8MM Net Loss in Q3 Ended May 29
---------------------------------------------------------------
Jennifer Convertibles, Inc., filed its quarterly report on Form
10-Q, reporting a net loss $4,775,000 on $22,639,000 of revenue
for the thirteen weeks ended May 29, 2010, compared with a net
loss of $1,532,000 on $21,648,000 of revenue for the thirteen
weeks ended May 30, 2009.

The Company's balance sheet at May 29, 2010, showed
$21,645,000 in assets and $44,086,000 of liabilities, for a
stockholders' deficit of $22,441,000.

On July 18, 2010, the Company filed a voluntary petition for
bankruptcy under Chapter 11 of the United States Bankruptcy Code
in the United States Bankruptcy Court for the Southern District of
New York.

"The decision to file for Chapter 11 protection was driven
primarily by the lack of financing available to the Company given
the state of the credit markets.  We have been seeking financing
alternatives that would allow us to continue operating outside of
bankruptcy, however, the Board of Directors determined that a
Chapter 11 reorganization, was in the best interests of the
Company, its customers, creditors, employees, and other interested
parties."

A full-text copy of the quarterly report is available for free at:

               http://researcharchives.com/t/s?66df

Jennifer Convertibles is the owner and licensor of the largest
with 144 Jennifer Convertibles(R) stores and is the largest
specialty retailer of leather furniture with 13 Jennifer Leather
stores.  Following a transaction with the former affiliated
private company, as of February 25, 2010, the Company owns 157
stores and operates five licensed Ashley Furniture HomeStores

Jennifer Convertibles Inc. filed for Chapter 11 on July 18, 2010
in Manhattan (Bankr. S.D.N.Y. Case No. 10-13779).  Michael S. Fox,
Esq., at Olshan Grundman Frome Rosenzweig & Wolosky, LLP, in New
York, represents the Debtor in its Chapter 11 effort.  TM Capital
is financial advisor.  Mintz, Levin, Cohn, Ferris, Glovsky and
Popeo P.C. is special securities counsel.  The petition listed
assets of $25,974,334 against debts of $46,353,345.


K2 PURE: Moody's Assigns 'B1' Rating on $115 Mil. Senior Loan
-------------------------------------------------------------
Moody's Investors Service has assigned a B1 rating to K2 Pure
Solutions NoCal, L.P's (K2 Pittsburg or Project) proposed
$115 million senior secured term loan due 2015.  The rating
outlook is stable.

K2 Pittsburg owns a chlor-alkali project under construction that
is located inside Dow's Pittsburg manufacturing site in Pittsburg,
CA.  The Project is designed to produce up to 296.5 tons per day
of ECUs and up to 200 tons per day of bleach.  The Project's ECU
facility primarily utilizes salt, water and electricity to produce
chlorine, caustic soda and hydrogen, commonly referred to as
electrochemical units via electrolysis.  The Project is able to
further produce bleach by processing the chlorine and caustic soda
produced by its ECU facility.  The Project is currently under
construction and is being built by DPR Construction Inc under a
design-build contract (DB Contract).  The expected construction
completion date is in April 2011 and completion of all
commissioning activities is expected by mid July 2011.  Once in
operation, the Project will supply approximately 96 million pounds
of ECUs to Dow Chemical Company (rated Baa3) under a 20-year
agreement and the remaining output will be sold into the wholesale
market.  A third party marketer will serve as the Project's
marketing agent for sales into the wholesale market with certain
exclusions.

The proceeds from the $115 million term loan and approximately
$78 million of equity will be used to fund the construction of the
Project, pay interest during construction, fund reserves and pay
transaction costs.  The Project sponsor will also provide a
$14.6 million of contingent equity to backstop a $14.6
construction contingency.  The Sponsor's unfunded equity
commitment is expected to be backed by a letter of credit.

The B1 rating for K2 Pittsburg considers these credit strengths:

* Nearly 50% of total revenues under the base case are provided
  under a 20 year "tolling" type agreement with Dow for the ECU
  plant

* The Project should be able to meet its minimum delivery
  obligations to Dow since approximately half of the Project's
  capacity is merchant.

* The Project benefits from location in a destination market and
  benefits from rising transportation costs for chlorine.

* The Project utilizes membrane technology which is more efficient
  than the older diaphragm and mercury based production methods.

* The Project will utilize mature technology and construction
  while operating risks of chlor-alkali facilities are generally
  lower relative to other types of projects such as gas-fired
  power plants.

* Project is located inside to an existing Dow facility and the
  Project benefits from an environmental indemnity for any direct
  costs incurred due to environmental conditions not caused by the
  Project.

* The Project is able to service debt under conservative cases
  considered by Moody's while the Project's base case forecasts 3-
  year average metrics at 31% FFO/Debt and 4.1 times DSCR

* The Project benefits from $14.6 million of contingent equity
  (8.7% of construction costs), DPR's internal contingency of
  $3.7 million, approximately 9% retainage on payments to DPR, OEM
  performance guarantees for major pieces of equipment, relatively
  short construction with COD around Q2 2011 and large portion of
  equipment costs fixed.

* The lenders will benefit from a 1st lien on the underlying
  contracts and non-leased assets, a cash flow waterfall, a major
  maintenance reserve, a 6-month debt service reserve and ring
  fencing provisions.

* K2 Solutions's management and staff have extensive experience in
  the chlor-alkali and bleach industry.

                      Key Credit Weaknesses

* The DB Contract's low liquidated damage and liability cap, lack
  of overall performance guarantees and various exceptions to the
  guaranteed maximum price result in limited construction
  protection.

* The lack of an all-encompassing EPC contract creates potential
  for conflict between DPR, project and equipment provider
  especially if problems arise during construction.

* The construction schedule is aggressive which provides little
  cushion for delays or problems during construction and several
  permits will be outstanding at financial close.

* Moody's considers DPR to have speculative grade credit
  characteristics and DPR does not have experience in building
  chlor-alkali plants.

* The Project derives approximately half of the revenues under the
  base case from the sale of basic chemicals into the wholesale
  market.

* The distribution of bleach in the region is dominated by a few
  major entities which could negatively affect the Project's
  merchant sales.

* The industry has experienced significant capacity reductions and
  2010 & 2011 are expected to be trough years for the chlor-alkali
  industry.

* The Project's total production capacity is expected to be a
  large portion of local and regional consumption.

* The Project's cost of raw inputs are generally not correlated
  with the wholesale price of end products sold into the wholesale
  market.

* The Dow contracts have various weaknesses including Dow's
  ability to terminate the agreement in year 11 subject to a
  scheduled termination payment starting at $32.5 million, various
  penalties and adjustments for under performance and no explicit
  penalties on Dow for non-delivery of raw materials.

* The Project could incur inefficiencies at partial operations of
  any individual electrolytic cell trains though the ECU
  facility's 3 electrolytic cell trains provides some flexibility
  to minimize this risk.

* Project has not conducted an environmental site assessment and
  Dow's environmental indemnity does not cover indirect costs such
  as debt service which indirectly exposes the Project to existing
  environmental risks.

* The Project's location near various fault lines around the San
  Francisco area increases earthquake risk while the earthquake
  insurance coverage during construction incorporates a large
  deductible.

* Sizeable refinancing risk exists since up to 85% of the debt
  could be outstanding at maturity under conservative cases
  considered by Moody's though the base case has about 47%
  outstanding at maturity.

The stable outlook reflects Moody's expectation that the Project
will achieve full commissioning in the third quarter of 2011, the
Project will be able to meet its performance obligations under the
Dow contracts and the Project will achieve FFO/Debt of at least 6%
and DSCR of at least 1.6 times.

The rating could be negatively affected if the Project incurs
significant delays or cost overruns during construction, the
Project is unable to meet its performance obligations under the
Dow contracts, if the Project is unable to achieve the expected
financial metrics including debt amortization.  The rating could
also be negatively affected if a major earthquake occurs near the
Project's location and the Project incurs significant damage.

The rating could be positively affected if the Project reaches
full construction completion according to budget, demonstrates
consistently strong operations and achieves sustained financial
performance commensurate with the base case.

K2 Pittsburg's rating were assigned by evaluating factors Moody's
believe are relevant to the credit profile of the issuer, such as
i) the business risk and competitive position of the company
versus others within its industry, ii) the capital structure and
financial risk of the company, iii) the projected performance of
the company over the near to intermediate term, and iv)
management's track record and tolerance for risk.  These
attributes were compared against other issuers both within and
outside of K2 Pittsburg's core industry and K2 Pittsburg's ratings
are believed to be comparable to those of other issuers of similar
credit risk.

K2 Pittsburg owns and is constructing a chlor-alkali project
located in Pittsburg, CA and is designed to produce up to 296.5
tons per day of ECUs and up to 200 tons per day of bleach.  The
Project is being built by DPR and mechanical completion is
expected by April 2011.  Once in operations, the Project will sell
approximately half its output to Dow under a long-term 20-year
contract.  The Project is indirectly owned by K2 Pure Solutions.
K2 Solutions is indirectly owned by K2 Solutions's management and
Centre Capital Investors IV LP and related parties.


KGEN LLC: Moody's Affirms 'B1' Rating on Senior Secured Facilities
------------------------------------------------------------------
Moody's Investors Service has affirmed the B1 rating on KGen LLC's
senior secured credit facilities and revised the outlook to
stable.  The affirmation follows KGen's recent sale of its 640 MW
Sandersville peaking unit to ArcLight for $130 million.  While
cash flows are expected to remain negative in FY 2011, the sale
has significantly enhanced KGen's liquidity position.  It also
supports a collateral valuation of KGen's remaining assets well in
excess of its outstanding debt, particularly on a net basis.  The
stable outlook considers that liquidity should be more than
sufficient to cover any shortfalls in operating cash flows over
the next twelve to eighteen months.

The sale price appears to be very favorable for KGen and the sale
is not expected to have a significant impact on the company's cash
flows.  In fact, it is actually expected to result in a minor
improvement.  The sale values Sandersville at $203/kw, which is
well above the estimated $20 net debt/kw of the company's
remaining assets, all of which are combined cycles units.

A substantial portion of the sale proceeds will eventually be used
to pay down debt.  After it has fully funded its reserves,
accumulated a balance of $50 million in its revenue account, and
repaid any draws on its revolver, the company is required to sweep
50% of excess cash flows to prepay debt, and up to 75% if
necessary for it to achieve its targeted debt balances.  Given the
limited debt pay down to-date, Moody's believes the company would
be required to sweep almost 75% of these excess cash flows in
order to achieve its targeted debt balance.

However, the timing of the debt paydown remains uncertain at this
point.  While it is permitted to prepay debt at any time, the
company is only required to sweep excess cash flow once a year on
June 30, and it is only permitted to take distributions on that
date.  KGen could potentially negotiate with lenders an amendment
to the credit facility that would permit an earlier distribution
provided that at the same time it sweeps as much of the proceeds
to prepay debt as it would do if it were occurring on June 30,
though it has not yet announced any plans to do so.  Strict limits
on investments, acquisitions, and capital improvements should help
to ensure that the asset proceeds will remain available to pay
down debt on June 30, 2011 if the negotiations are unsuccessful.

Notwithstanding a slight improvement attributable to the sale,
cash flows are expected to remain negative this year.  Even if the
sales proceeds are applied towards paying down the debt in a
timely manner as discussed above and the company realizes a
reduction in 2011 interest expense as a result, it expects to have
a $700,000 cash flow shortfall.  If the sale proceeds are not
applied to paying down debt until next June 30, the shortfall
would be $2.6 million.  (If it were not for the asset sale, the
cash flow shortfall was projected to have been $6.5 million.)
Regardless, the company has ample unrestricted cash with which to
cover the operating cash flow shortfall.

The company's power sales agreement with Georgia Power, which
contributes from 60%-70% of its gross margins, is scheduled to
expire in May of 2012.  If this agreement is not renewed or
replaced on favorable terms, or if market conditions do not
improve significantly, the company faces a significant decline in
cash flows when the current agreement expires, which could put
downward pressure on the rating.  However, the rating could be
preserved if the company successfully executes another asset sale
that enables it to repay a meaningful portion of its remaining
debt.  Given the expiration of the Georgia Power PPA, the rating
is unlikely to be upgraded in the near to medium term.

The last rating action on KGen occurred on April 23, 2009, when
the B1 rating was confirmed and the outlook was revised to
negative.

Based in Houston, Texas, KGen is a power generating company formed
in 2004 as a vehicle to purchase and hold a portfolio of power
generation assets from Duke Energy.  KGen currently owns a
portfolio of four combined cycle gas fired generating plants
serving the Entergy, Southern, and TVA subregions of SERC, with a
total capacity of 2,390 MWs.  One of the plants comprising
approximately 25% of the total capacity is under contract with
Georgia Power (senior unsecured debt rated A2 under review for
possible downgrade) until 2012.  The other plants are completely
merchant.  The project benefits from very low leverage relative to
similar power projects rated by Moody's located in other parts of
the country.  However, this is not sufficient to mitigate its
significant merchant exposure and the generally unfavorable nature
of the SERC market, which is the least deregulated wholesale
energy market in the country and is characterized by significant
market power exercised by the load serving entities, a lack of
transparency and liquidity, and an excess of gas-fired generating
capacity.


KINSLEY FOREST: Dismissal or Conversion Hearing Set for Aug. 10
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Missouri
will consider on August 10, 2010, at 1:30 p.m., the dismissal or
conversion of Kinsley Forest Estates, LLC's Chapter 11 case to one
under Chapter 7 of the Bankruptcy Code.  The hearing will be held
at the U.S. Courthouse, Courtroom 6A, 400 E. 9th St., Kansas City,
Missouri.

Nancy J. Gargula, the U.S. Trustee for Region 13, explained that
the Debtor's primary asset is subject to foreclosure and the
Debtor is unlikely to be able to rehabilitate its financial
operations.

Lenexa, Kansas City-based Kinsley Forest Estates, LLC, filed for
Chapter 11 bankruptcy protection on March 2, 2010 (Bankr. W.D. Mo.
Case No. 10-40896).  Nancy S. Jochens, Esq., at Jochens Law
Office, Inc., assists the Company in its restructuring effort.
According to the schedules, the Company has assets of $16,250,485,
and total debts of $7,859,000.


KIRKLAND HUTCHESON: Plan Confirmation Hearing Set for July 29
-------------------------------------------------------------
The Hon. Arthur B. Federman of the U.S. Bankruptcy Court for the
Western District of Missouri will consider on July 29, 2010, at
8:30 a.m., the final approval of the disclosure statement and
confirmation of Kirkland Hutcheson, LLC's proposed Plan of
Reorganization.  The hearing will be held at Bankruptcy Courtroom,
U.S. Courthouse, 222 John Q. Hammons Parkway, Springfield,
Missouri.

The Court also set July 26 as the deadline for filing and serving:

   -- objections to the disclosure statement or plan confirmation.

   -- serving ballots accepting or rejecting the Plan

As reported Troubled Company Reporter on June 15, the Plan treats
claims and interests in this manner:

Class 1 - Missouri Department of Revenue will be paid with
          interest in full.

Class 2 - BancorpSouth Bank will be paid with interest at 5.5%
          payable monthly excluding months of December, January
          and February for a three year period from the effective
          date whereupon outstanding obligation amortized over 20
          years at same interest rate and same payment schedule.

Class 3 - Great America Leasing Corporation will be paid in
          accordance with the contract.

Class 4 - Kirkland will be paid quarterly with interest at
          5.5% per annum.

Class 5 - For mechanic lien claimants, any claims determined to be
          unperfected in any state court action or adversary
          action or adversary action will be treated as unsecured
          creditors in Class 6.  Claims with valued secured claims
          will be paid pro rata on a quarterly basis until claims
          are paid in full.

Class 6 - Holders of general unsecured claims will be paid pro
          rata quarterly payment of $0.10 for each dollar (10%) of
          each allowed claim over 60 months.

Class 7 - Holders of equity security interests will receive no
          distribution until all obligations under the Plan have
          been performed.

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

                  About Kirkland Hutcheson, LLC

Branson, Missouri-based Kirkland Hutcheson, LLC -- dba Castle Rock
Resort and fka Atrium Inn -- operates a hotel facility.  The
Company filed for Chapter 11 bankruptcy protection on November 24,
2009 (Bankr. W.D. Mo. Case No. 09-62695).  David E. Schroeder,
Esq., assists the Debtor in its restructuring effort. The Company
listed $10,000,001 to $50,000,000 in assets and $10,000,001 to
$50,000,000 in liabilities.


LAKE AT LAS VEGAS: Trustee Sues Ex-Owners for Fraudulent Transfers
------------------------------------------------------------------
Patrick Fitzgerald at Dow Jones Daily Bankruptcy Review reports
that Larry Lattig, the court appointed trustee in Lake Las Vegas'
bankruptcy case, sued the project's former owners to recoup some
of the $470 million they took out of the project before its
bankruptcy filing.

The lawsuit was filed on July 16 -- a day after Lake Las Vegas
emerged from bankruptcy.

Dow Jones reports that the trustee said the $470 million that
billionaire Texas brothers Sid and Lee Bass and California
developer Ron Boeddeker paid themselves and other Lake Las Vegas
insiders in 2004 was a "mortal wound" to the project from which it
never recovered.  The suit says the insider payments "resulted in
[Lake Las Vegas] slowly bleeding to death in a sea of red ink."
Mr. Lattig is seeking to void the insider payments as a fraudulent
transfer.

Mr. Lattig heads the trust created under the company's bankruptcy-
exit plan to pursue lawsuits for the benefit of Lake Las Vegas's
creditors.  Mr. Lattig is an executive at Mesirow Financial
Consulting.

According to Dow Jones, other defendants named in the suit are:

     -- Mr. Boeddeker's son, Matt,
     -- long-time Bass family lawyer William Hallman, and
     -- trusts affiliated with the Bass and Boeddeker families.

Ron Boeddeker teamed with the Bass brothers in the late 1980s on
the Lake Las Vegas project.  He died last month from cancer.

                    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/-- are owners and developers of
3,592-acre residential and resort destination Lake Las Vegas
Resort in Las Vegas, Nevada.  Centered around a 320-acre man-made
lake, Lake Las Vegas contains more than 9,000 residential units,
and also includes two luxury resort hotels (a Loews and a Ritz-
Carlton), a casino, a specialty retail village shopping area,
marinas, three signature golf courses and related clubhouses, and
other real property.

The Debtors filed separate petitions for Chapter 11 relief on
July 17, 2008 (Bankr. D. Nev. Lead Case No. 08-17814).  When Lake
at Las Vegas Joint Venture, LLC, filed for protection from its
creditors, it listed assets of $100 million to $500 million, and
debts of $500 million to $1.0 billion.  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, represent
the Debtors as counsel.  Kaaran E. Thomas, Esq., Ryan J. Works,
Esq., at McDonald Carano Wilson LLP, represent the Official
Committee of Unsecured Creditors as counsel.


LEHMAN BROTHERS: Class Action Plaintiffs Seek $100MM in Insurance
-----------------------------------------------------------------
Bill Rochelle at Bloomberg News reports that plaintiffs in a
class-action lawsuit against Lehman Brothers Holdings Inc. is
asking the bankruptcy judge to modify the automatic stay so they
can continue a suit aimed at collecting damages from a $100
million insurance policy that Lehman had for the years 1999 to
2002.  The suit, Fogarazzo v. Lehman Brothers, alleges that Lehman
and other investment banks shaded research reports to garner
investment banking business.  The defendants in an enforcement
action by the Securities and Exchange Commission agreed to pay
$1.4 billion.  Lehman's share was $80 million, the plaintiffs
said.  Later, the suit against Lehman was certified as a class
action. The hearing on the motion for permission to sue the
insurance company is scheduled for Aug. 18.

                        About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
listed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI

The Bankruptcy Court has approved Barclays Bank Plc's purchase
of Lehman Brothers' North American investment banking and
capital markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees.  Nomura also bought
Lehman's operations in the Asia Pacific for US$225 million.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


LEVI STRAUSS: Exchange Offer for 2018 & 2020 Notes Expire Aug. 2
----------------------------------------------------------------
Levi Strauss & Co. is offering to exchange all outstanding:

     -- unregistered 7-3/4% Senior Notes due 2018 (EUR300,000,000
        aggregate principal amount outstanding) for 7-3/4% Senior
        Notes due 2018 (EUR300,000,000 aggregate principal amount)
        which have been registered under the Securities Act of
        1933, and

     -- all outstanding unregistered 7-5/8% Senior Notes due 2020
        ($525,000,000 aggregate principal amount outstanding) for
        7-5/8% Senior Notes due 2020 ($525,000,000 aggregate
        principal amount) which have been registered under the
        Securities Act of 1933.

The Exchange Offer:

     -- expires 5:00 p.m., New York City time on August 2, 2010,
        unless extended.

     -- not conditional upon any minimum principal amount of
        outstanding unregistered 7-3/4% Senior Notes due 2018 --
        old Euro Notes -- and unregistered 7-5/8% Senior Notes due
        2020 -- old Dollar Notes -- being tendered for exchange.

     -- all outstanding old notes that are validly tendered and
        not validly withdrawn will be exchanged.

     -- tenders of outstanding old notes may be withdrawn any time
        prior to 5:00 p.m., New York City time on the date of the
        expiration of the exchange offer.

     -- the exchange of old notes will generally not be a taxable
        exchange for U.S. federal income tax purposes.

     -- the Company will not receive any proceeds from the
        exchange offer.

The terms of the exchange notes to be issued in the exchange offer
for the old Euro Notes are substantially similar to the old Euro
Notes and the terms of the exchange notes to be issued in the
exchange offer for old Dollar Notes are substantially similar to
the old Dollar Notes, except, in each case, for transfer
restrictions and registration rights relating to the old notes.

The Company intends to list the Euro Exchange Notes on the
Luxembourg Stock Exchange and have the Euro Exchange Notes traded
on the Euro MTF Market.  The Company does not intend to apply for
listing or quotation of the exchange notes on any U.S. securities
exchange or for quotation through any U.S. automated dealer
quotation system.

The existing market for the Euro Exchange Notes is limited, and
there is currently no public market for the Dollar Exchange Notes.

Broker dealers who receive exchange notes pursuant to the exchange
offer acknowledge that they will deliver a prospectus in
connection with any resale of such exchange notes.  Broker dealers
who acquired the outstanding old notes as a result of market
making or other trading activities may use the prospectus for the
exchange offer, as supplemented or amended, in connection with
resales of the exchange notes.

A full-text copy of the prospectus is available at no charge
at http://ResearchArchives.com/t/s?66cd

                     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,
resulting in a stockholders' deficit of $265,455,000.

                           *     *     *

The Troubled Company Reporter reported on April 26, 2010, that
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on San Francisco, Calif.-based Levi Strauss & Co.
The outlook is stable.

The TCR also reported that Moody's Investors Service assigned a B2
rating to Levi Strauss & Co proposed senior unsecured notes.  All
other ratings including its B1 Corporate Family Rating were
affirmed.  The rating outlook remains stable.

The TCR reported on April 7, 2010, that Fitch Ratings affirmed
Levi Strauss & Co.'s ratings: Issuer Default Rating at 'BB-';
$750 million Bank Credit Facility at 'BB+'; Senior unsecured notes
at 'BB-'; Senior unsecured term loan 'BB-'.


LEXINGTON PRECISION: Wins Confirmation of Chapter 11 Plan
---------------------------------------------------------
Bill Rochelle at Bloomberg News reports that a bankruptcy judge in
New York signed an order confirming the reorganization plan for
The Lexington Precision Corp.  To confirm the plan, Lexington
needed to use the cramdown process because unsecured creditors of
the operating company Lexington Rubber Group voted "no."  The plan
has the class being paid in full over ten quarterly installments,
with interest.

Mr. Rochelle also reported that prior to the confirmation hearing,
the Official Committee of Unsecured Creditors negotiated an
improvement in the interest rate to be paid to the class that
voted against the plan.  With the sweetened plan, the Committee
didn't object to confirmation and cramdown.

The Plan, the report relates, will be funded in part by the sale
of $22 million in stock, at $10 a share, to Commercial Finance
Services 407 LLC.  Subordinated noteholders are being given the
chance to change their votes to "no" because they were only told
this week that their stock recovery would be diluted by 5.4% on
account of equity given to the so-called plan investors.  The plan
reduces debt by more than $50 million while giving holders of
senior subordinated notes an estimated 51% recovery.  Subordinated
noteholders, owed $34.18 million in principal, may elect between
taking 51% in cash or swap for stock at roughly $20 of debt for
each new share.

Bloomberg continues that general unsecured creditors of Lexington
Precision are estimated to have an 85.4% recovery, according to
the disclosure statement.  They are to have 8% in cash on
implementation of the plan, with the remainder paid 8.6% in cash
at each of the ensuing nine quarters.  The disclosure statement
says that the present value of the payments is 80%.

Alternatively, unsecured creditors can elect to receive 51% paid
in cash.  Asbestos claims are to be paid in full with insurance
proceeds. If insurance is insufficient, the remainder will be
paid over time like general unsecured creditors.  Secured debt
under the Company's plan is to be paid in full through revised
credit agreements.

                    About Lexington Precision

Headquartered in New York, Lexington Precision Corp. --
http://www.lexingtonprecision.com/-- manufactures tight-tolerance
rubber and metal components for use in medical, automotive, and
industrial applications.  As of February 29, 2008, the Company
employed about 651 regular and 22 temporary personnel.

The Company and its affiliate, Lexington Rubber Group Inc., filed
for Chapter 11 protection on April 1, 2008 (Bankr. S.D.N.Y. Lead
Case No.08-11153).  Christopher J. Marcus, Esq., and Victoria
Vron, Esq., at Weil, Gotshal & Manges, represent the Debtors in
their restructuring efforts.  The Debtors selected Epiq Systems -
Bankruptcy Solutions LLC as claims agent.  The U.S. Trustee for
Region 2 appointed six creditors to serve on an official committee
of unsecured creditors.  Paul N. Silverstein, Esq., and Jonathan
Levine, Esq., at Andrews Kurth LLP, represent the Committee as
counsel.

On June 30, 2008, the Debtors filed with the Bankruptcy Court a
plan of reorganization.  It was amended twice, the latest
amendment dated December 8, 2008.  The Debtors currently plan to
complete the liquidation of their connector-seal business before
seeking approval of the Amended Plan.


LOWER BUCKS: Has Until October 2 to Access BoNY Cash Collateral
---------------------------------------------------------------
The Hon. Eric L. Frank of the U.S. Bankruptcy Court for the
Eastern District of Pennsylvania, in a fourth interim order,
authorized Lower Bucks Hospital, et al., to use the cash securing
repayment of loan with The Bank of New York Mellon Trust Company,
N.A., until October 2, 2010, or the occurrence of a termination
event.

The Bank of New York Mellon Trust Company, N.A., is the trustee
for the Borough of Langhorne Manor Higher Education and Health
Authority Hospital Revenue Bonds, Series of 1992.

A final hearing on the Debtors' access to the cash collateral will
be held on September 29, 2010, at 11:00 a.m.  Objections, if any,
are due on September 22.

The Debtors would use the money to fund their Chapter 11 case, pay
suppliers and other parties.

As of the petition date, the aggregate amount of prepetition
indebtedness is $24,870,000, exclusive of any interest and other
amounts that may be due and owing.

In exchange for using the cash collateral, the Debtors will grant
the prepetition lenders (i) a replacement lien in unrestricted
gross revenues received by the Lower Buck Hospital subsequent to
the petition date; (ii) a lien on and security interest in LBH's
real estate, subject to that certain lien of the Township of
Bristol in the principal amount of $133,000; and (iv) a
superpriority claim.  The liens and superpriority expense claims
are subject to carve out covering fees payable to the U.S. Trustee
and the Clerk of the Bankruptcy Court, and unpaid professional
fees, among others.

                   About Lower Bucks Hospital

Bristol, Pennsylvania-based Lower Bucks Hospital is a nonprofit
hospital based in Bristol, Pennsylvania.  The Hospital is
currently licensed to operate 183 beds.  Together with affiliates
Advanced Primary Care Physicians and Lower Bucks Health
Enterprises, Inc., Lower Bucks owns a 36-acre campus with several
medical facilities.  The Hospital's emergency room serves
approximately 30,000 patients annually.  For the fiscal year
ending June 30, 2009, Lower Bucks had $114 million in consolidated
revenues.

The Hospital filed for Chapter 11 bankruptcy protection on
January 13, 2010 (Bankr. E.D. Pa. Case No. 10-10239).  The
Hospital's affiliates -- Lower Bucks Health Enterprises, Inc, and
Advanced Primary Care Physicians also filed Chapter 11 petitions.
Jeffrey C. Hampton, Esq., and Adam H. Isenberg, at Saul Ewing LLP,
assist the Hospital in its restructuring effort.  Donlin, Recano &
Company, Inc., is the Hospital's claims and notice agent.  The
Hospital listed $50,000,001 to $100,000,000 in assets and
$50,000,001 to $100,000,000 in liabilities.


LUCKY CHASE: Trustee Has Access to Cash Collateral Until Sept. 3
----------------------------------------------------------------
The Hon. Robert A. Mark of the U.S. Bankruptcy Court for the
Southern District of Florida, in a ninth interim order, authorized
Kenneth A. Welt, Chapter 11 trustee in the Chapter 11 case of
Lucky Chase II, LLC, to use cash collateral until September 3,
2010, unless superseded by a final order, or extended by further
order of the Court.

A further hearing on the trustee's continued authority to use cash
collateral will be held on August 31, 2010, at 1:30 p.m. at the
Bankruptcy Court, Claude Pepper Federal Building, 51 Southwest
First Avenue, Courtroom 1406, Miami, Florida.

Federal Deposit Insurance Corporation, as receiver for AmTrust
Bank, consented to the trustee's use of the cash collateral to
fund the operation and management of the Debtor's property,
provided that the trustee will not exceed 10% of the line item
amounts set forth in the budget.

As adequate protection for any diminution in value of the lenders'
collateral, the Debtors will grant FDIC replacement liens on all
of the Debtor's postpetition assets.

The trustee must also maintain all necessary insurance, including,
without limitation, life, fire, hazard, comprehensive, public
liability, and worker's compensation as may be currently in
effect, and obtain additional insurance in an amount as is
appropriate for the business in which the Debtor is engaged,
naming AmTrust as an additional insured and loss payee with
respect thereto.

                    About Lucky Chase II, LLC

Headquartered in Pittsburgh, Pennsylvania, Lucky Chase II, LLC,
operates a single-asset, real estate company.  The Company filed
for Chapter 11 on April 29, 2009 (Bankr. S.D. Fla. Case No.
09-18087).  Arthur J. Spector, Esq., represents the Debtor in its
restructuring effort.  The Debtor listed assets and debts between
$10 million and $50 million each.


MATTRESS HOLDING: Moody's Upgrades Corporate Family Rating to 'B3'
------------------------------------------------------------------
Moody's Investors Service upgraded Mattress Holding Corp.'s debt
ratings, including its Corporate Family Rating and Probability of
Default ratings to B3 from Caa1 and the ratings on its Senior
Secured Credit Facilities to B1 from B2.  The ratings outlook is
stable.

The upgrade and stable outlook acknowledge the recent improvement
in Mattress Holding's operating performance and credit metrics,
and reflects Moody's view that the company, despite its high
leverage, has some cushion to withstand modest adverse
fluctuations in performance during a protracted economic recovery.
The company's near term liquidity is good, supported by balance
sheet cash, expected free cash flow generation and revolver
availability, although continued contractual covenant step downs
could pose a longer term challenge.

Material negative variances in performance, any increase in
financial leverage or a significant deterioration in liquidity,
including covenant concerns, could lead to downward pressure in
the outlook and/or ratings.  Pressure could also stem from more
aggressive financial policies such as debt-financed dividends,
acquisitions or further ramp-up in new store openings.

The B3 corporate family rating reflects Mattress Holding's weak
credit metrics, particularly its high leverage, and small size
relative to other global retailers.  Recent volatility of mattress
sales, which are tied to consumer confidence, availability of
consumer credit, and home sales, also constrain the rating.
Positive rating consideration is given to the company's good
liquidity, as well as its credible market position in the narrowly
defined specialty retail sleep channel, its regional presence, and
moderate seasonality.

Ratings upgraded:

* Corporate family rating to B3 from Caa1;

* Probability of Default rating to B3 from Caa1;

* Senior secured revolving credit facilities to B1 (LGD2, 29%)
  from B2 (LGD2, 29%).

The last rating action on Mattress Holding was on June 9, 2009,
when Moody's confirmed the company's Caa1 corporate family rating
with a negative outlook.

Mattress Holding Corp., headquartered in Houston, TX, is a leading
specialty retailer of conventional and specialty mattresses, with
stores in 22 states, primarily located in the South and
Southwestern, and a portion of the Midwestern United States.
Revenues for the twelve months ended May 4, 2010, approached
$450 million.


MICHAEL GBADEBO: BANCPA Partially Abrogated Absolute Priority Rule
------------------------------------------------------------------
WestLaw reports that a bankruptcy judge in California held that
the "absolute priority rule," as applied in Chapter 11 cases to
prevent a debtor from retaining estate assets if unsecured
creditors are receiving less than full payment on their claims,
was abrogated only in part, as applied, following enactment of the
Bankruptcy Abuse Prevention and Consumer Protection Act (BAPCPA),
in Chapter 11 cases filed by individual debtors. Such debtors may
retain only postpetition assets of estate, and not any prepetition
property included in the estate, if their plans will result in
less than full payment of allowed unsecured claims.  The judge
disagreed with contrary decisions out of Nebraska, Kansas and
Nevada.  In re Gbadebo, --- B.R. ----, 2010 WL 1568609, Bankr. L.
Rep. P 81,753 (Bankr. N.D. Cal.).

Michael A. Gbadebo sought Chapter 11 protection (Bankr. N.D.
Calif. Case No. 09-42526) on March 31, 2009; is represented by
Lawrence L. Szabo, Esq., in Oakland, Calif.; and estimated his
assets and debts at less than $10 million at the time of the
filing.


MID-STATES EXPRESS: Bankr. Ct. Balks at ERISA Plan Liquidation
--------------------------------------------------------------
WestLaw reports that a Chapter 7 trustee's motion for
authorization to liquidate the debtor's employee benefit plan
governed by Employee Retirement Income Security Act (ERISA),
disburse the plan corpus to the plan participants, and pay the
administrative expenses associated with the plan's liquidation and
disbursement from the plan corpus did not come within the
bankruptcy court's "arising in" jurisdiction, even though the
trustee was attempting to comply with his duty, under the
Bankruptcy Code, to perform the obligations of the ERISA plan
administrator for the benefit plan, and would not be seeking the
requested relief but for the statute's imposition of that duty
upon him.  The trustee did not carry "arising in" jurisdiction
with him, and the factual circumstances underlying the trustee's
"but-for" argument were irrelevant in determining the court's
"arising in" jurisdiction.  Through the motion, moreover, the
trustee sought to have the bankruptcy court adjudicate non-
bankruptcy rights governed by ERISA and its regulations.  In re
Mid-States Express, Inc., --- B.R. ----, 2010 WL 2653376 (Bankr.
N.D. Ill.) (Black, J.).

Mid-States Express, Inc., sought Chapter 11 protection (Bankr.
N.D. Ill. Case No. 09-10818) on March 27, 2009, represented by
Gerald F. Munitz, Esq., at Goldberg Kohn.  The regional trucking
company employed more than 500 individuals and reported less than
$10 million in assets and debts at the time of the filing.  The
Debtor ceased operations on the day of the chapter 11 filing and
subsequently converted its Chapter 11 case to a Chapter 7
liquidation proceeding.  Edward T. Joyce serves as the Chapter 7
Trustee and is represented by Ronald Peterson, Esq., at Jenner &
Block in Chicago.


MOVIE GALLERY: Streambank Selected to Market Intangible Assets
--------------------------------------------------------------
Streambank, LLC, disclosed that the firm will lead the marketing
and sales efforts for intangible assets of Movie Gallery Inc.,
including their Hollywood Video, Movie Gallery and Game Crazy
brands.

Streambank's retention by Movie Gallery Inc., was approved Friday
July 16, 2010, by the Bankruptcy Court for the Eastern District of
Virginia.  Movie Gallery had operated over 4,000 retail video and
game rental and sales locations throughout the United States and
Canada under the Hollywood Video, Movie Gallery and Game Crazy
brands.  The company filed voluntary Chapter 11 bankruptcy
petitions in February and is currently liquidating its remaining
stores.

Among the available intangible assets are the trademarks, domain
names and databases associated with Movie Gallery, Hollywood
Video, and Game Crazy.  Other assets include the famous Reel.com
domain name which Hollywood Video acquired in 1998 in an all-stock
deal valued at $100 million.

"While the video distribution business continues to evolve with
new technologies, the rationale for leapfrogging the competition
with a strong brand has never been more apparent," said Gabe
Fried, Managing Member and Founder, Streambank, LLC.  "Innovative
entertainment companies can utilize these highly recognized brands
and well-trafficked websites to promote streaming video, kiosks,
satellite and cable channels, or other video & entertainment
ventures."

Hollywood Video was founded in 1988 by Mark Wattles and his wife
in Portland, OR, and eventually grew to several thousand stores
before being acquired by Movie Gallery.  Game Crazy, which
pioneered the used game cartridge trade-in and sales business,
grew to 700 locations, some of which were resident inside
Hollywood Video stores and others were freestanding locations.

"These names are among the most recognized and trusted brands in
media and content delivery," said Ben Riggsby, Chief Merchandising
Officer for Movie Gallery and an industry veteran.  "The path to
building a trusted connection with consumers is never easy or
inexpensive.  We have spent hundreds of millions of dollars
promoting these brands and creating awareness over the last two
decades, and consumers have placed tremendous trust in our names."

The Company has built a base of more than 40 million customers and
comprised a significant percentage of video sales and rentals with
sales of $2.4 billion in 2007.  The Company had per-store sales
averaging above $1 million annually.

"We are pleased to have engaged Streambank to assist us in
marketing these assets," said Steve Moore of Corliss Moore &
Associates, Movie Gallery's Chief Restructuring Officer.
"Streambank's experience in liquidating IP and their general
bankruptcy expertise will provide a great benefit to the estate."

The marketing of the Movie Gallery, Hollywood Video, Game Crazy
and Reel.com trademark and goodwill assets is underway.

                          About Streambank

Streambank is an advisory firm, specializing in the valuation,
marketing and sale of intangible assets for businesses at all
stages.  Streambank identifies, preserves, and extracts value for
clients through the application of experience, diligence and
creativity.  The firm's experience spans a broad range of
industries including apparel, automotive, consumer products, food,
manufacturing, medical technologies, retail and textiles.
Streambank's recent client engagements include Tavern on the
Green, Goody's Family Clothing, Circuit City Stores, and KB Toys.
Streambank provides sound advice on value maximization strategies
and liquidity options.  Streambank is headquartered in Needham, MA
and has an office in New York, NY.

                       About Movie Gallery

Based in Wilsonville, Ore., Movie Gallery, Inc., is the second
largest North American video and game rental company, operating
stores in the U.S. and Canada under the Movie Gallery, Hollywood
Video and Game Crazy brands.

Movie Gallery first filed for Chapter 11 on Oct. 16, 2007 (Bankr.
E.D. Va. Case Nos. 07-33849 to 07-33853).  Kirkland & Ellis LLP
and Kutak Rock LLP represented the Debtors.  The Company emerged
from bankruptcy on May 20, 2008, with private-investment firms
Sopris Capital Advisors LLC and Aspen Advisors LLC as its
principal owners.  William Kaye was appointed plan administrator
and litigation trustee.

Movie Gallery returned to Chapter 11 protection on February 3,
2009 (Bankr. E.D. Va. Case No. 10-30696).  Attorneys at
Sonnenschein Nath & Rosenthal LLP and Kutak Rock LLP represent the
Debtors in their second restructuring effort.  Kurtzman Carson
Consultants serves as claims and notice agent.

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


NEC HOLDINGS: Cenveo to Rival Gores Bid for Assets
--------------------------------------------------
Bill Rochelle at Bloomberg News reports that Cenveo Corp. said it
is prepared to bid at auction for National Envelope Corp. and pay
more than the $134.5 million offered by Gores Group LLC, without
the breakup fee Gores demands.

According to the report, Cenveo contends that the sale process so
far has been "designed to exclude Cenveo and bidders like it."  It
told the bankruptcy court in Delaware that financial information
it was given contained redactions that made the information
incomplete.  Cenveo is a competitor of National Envelope.

Bankruptcy Law360 reports that National Envelope is also facing
stiff opposition to its plan for auctioning off its assets, with
objections coming in from its lenders, labor unions representing
its employees and would-be buyer Cenveo Corp.

The bankruptcy judge was scheduled to convene a hearing on July 22
to consider approval of rules for an auction where Gores Group LLC
will make the first bid at $134.5 million.  If the judge goes
along, other bids will be due initially on Aug. 16, followed by an
auction on Aug. 20 and an Aug. 23 hearing for approval of the
sale.

               Committee Proposes Compromise

According to Bill Rochelle, the Official Committee of Unsecuerd
Creditors has proposed a compromise it hopes will enable to Cenveo
to receive financial information and participate in an auction.
The Committee said it understands National Envelope's concern that
Cenveo, a major competitor, may not have financial resources to
complete an acquisition.  To resolve the uncertainty, the
committee proposes that Cenveo procure a letter from its lenders
saying that use of the credit facilities and cash won't violate
loan covenants.

             About National Envelope Corporation

Uniondale, New York-based National Envelope Corporation --
http://www.nationalenvelope.com/-- is the largest manufacturer of
envelopes in the world with 14 manufacturing facilities and 2
distribution centers and approximately 3,500 employees in the U.S.
and Canada.  The company is an environmental leader in the paper
and envelope converting industries with certifications from the
Forest Stewardship Council (FSC), Rainforest Alliance, Sustainable
Forestry Initiative (SFI), Programme for the Endorsement of Forest
Certification (PEFC), Chlorine Free Products Association, and
Green Seal.

NEC Holdings Corp., together with affiliates, including National
Envelope Inc., filed for Chapter 11 on June 10, 2010 (Bankr. D.
Del. Lead Case No. 10-11890).  Kara Hammond Coyle, Esq., at Young
Conaway Stargatt & Taylor LLP, serves as bankruptcy counsel.
David S. Heller, Esq., at Josef S. Athanas, Esq., and Stephen R.
Tetro II, Esq., at Latham & Watkins LLP, serve as co-counsel.  The
Garden City Group is the claims and notice agent.

NEC Holdings' petition says assets and debts range from
$100,000,001 to $500,000,000.


NEXT INC: Posts $322,200 Net Loss in Q2 Ended May 30
----------------------------------------------------
Next, Inc., filed its quarterly report on Form 10-Q, reporting a
net loss of $322,233 on $2,247,716 of revenue for the three months
ended May 30, 2010, compared with a net loss of $329,007 on
$2,555,559 of revenue for the three months ended May 31, 2009.

The Company's balance sheet at May 30, 2010, showed $7,152,913 in
assets, $6,931,871 of liabilities, and $221,042 of stockholders'
equity.

As reported in the Troubled Company Reporter on March 18, 2010,
Joseph Decosimo and Company, PLLC, in Chattanooga, Tenn.,
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 November 29, 2009.  The independent
auditors noted that the Company is in violation of certain term
loan financial covenants as of November 29, 2009, and has
experienced difficulty in obtaining debt financing at acceptable
terms to fund continuing operations.  The Company has also
suffered recurring losses from operations and has a working
deficit as of November 29, 2009, due to all financing obligations
being classified as current liabilities.

"The Company is dependent upon available cash, operating cash
flow, its term loans with Crossroads Bank and its revolving line
of credit [with National City Bank] to meet its capital needs.
The Company is currently in a technical, undeclared state of
default under its term loans with Crossroads Bank, despite having
made all payments on time under the agreements, due to its failure
to satisfy the fixed charge ratio covenant."

The Company continues to negotiate with Crossroads Bank regarding
the covenant failure on the term loans, and Crossroads Bank has
not declared a state of default.

A full-text copy of the quarterly report is available for free at:

               http://researcharchives.com/t/s?66de

Chattanooga, Tenn.-based Next, Inc. -- http://www.nextinc.net/--
designs, develops, embellishes, markets, and distributes licensed
and branded imprinted sportswear primarily through key licensing
agreements as well as the Company's own proprietary brands.


NOVA CHEMICALS: Fitch Affirms 'B+' Issuer Default Ratings
---------------------------------------------------------
Fitch Ratings has affirmed the long-term Issuer Default Ratings of
NOVA Chemicals Corporation at 'B+'.  Fitch has also affirmed the
ratings for NOVA's secured revolving credit facility at 'BB+/RR1'
and its unsecured credit facilities and notes at 'B+/RR4'.  The
Rating Outlook is Stable.

NOVA has significantly improved its credit profile following the
closing of its acquisition by Abu Dhabi-based International
Petroleum Investment Company (Fitch IDR of 'AA/F1').  Although
IPIC does not guarantee NOVA's debt, the company has received
$350 million in tangible credit support in the form of proceeds
for debt repayments and equity injection from IPIC.  Fitch also
expects that IPIC will continue to forgo taking dividends from
NOVA in 2010 in order to prioritize further strengthening of the
balance sheet.  In October, the company improved its maturity
profile by issuing $700 million long-term notes.  Proceeds were
used to repay $496 million outstanding under the company's secured
and unsecured credit facilities and to redeem the remaining
$75 million preferred shares total return swap.

In the absence of hard credit support and only limited integration
of NOVA's operations into IPIC's other portfolio companies, Fitch
analyzes and rates NOVA on a standalone basis with some implied
credit support by IPIC if needed.  The ratings reflect NOVA's
leading market positions in ethylene and polyethylene and, mainly
through its INEOS NOVA joint venture, also in styrene and
polystyrene.  The company benefits from integrated production
facilities and economies of scale, particularly at its Joffre,
Alberta chemical production complex, which is substantially larger
than the average facility along the U.S. Gulf Coast.  NOVA has
cost-advantaged access to feedstock, as it sources ethane, the key
feedstock for the ethylene production in Joffre, in Alberta at
natural gas cost plus a fee for extraction and delivery compared
to market-rate transactions at the U.S. Gulf Coast.

The ratings are constrained by the extreme cyclicality of
commodity chemicals, which was emphasized in the recent recession.
NOVA's revenue decline of approximately 45% in fiscal 2009 was
followed by a mainly price-driven 71% increase in the first
quarter of 2010 over the same period a year ago.  Third party
polyethylene sales volume improved only 1.7% year-over-year to
784 million pounds in the first quarter of 2010.  The cyclicality
coupled with the volatility of feedstock costs provides very
limited visibility into future operational and financial
performances and requires NOVA to manage its capacity tightly in
order to match production with demand.

The ratings also incorporate sizeable new capacity that comes
online in various countries in the Middle East and in Asia in 2010
and beyond.  The Middle Eastern supply can be priced at very
competitive rates as producers benefit from the lowest feedstock
cost globally.  Although the capacity is not directly targeted at
the North American markets, the new supply competes with exported
products from North America in the Asian markets and could
adversely impact NOVA's export opportunities.  Sales outside of
North America accounted for 21% of the company's revenues in 2009.

In addition, the rating considers feedstock supply constraints at
NOVA's Joffre complex, as the natural gas flow from Alberta to the
U.S. continues to decline due to low natural gas prices in the
U.S. Without increasing feedstock supply, NOVA would continue to
operate its Joffre production below nameplate capacity even if
demand improves.  In order to address the supply situation, NOVA
has signed a memorandum of understanding with Hess Corporation
(Hess) and Mistral Energy, Inc (Mistral) to purchase ethane from a
Hess gas plant in North Dakota.  The gas will be transported
through a proposed pipeline to the Joffre complex.  NOVA expects
the North Dakota supply to begin in the third quarter of 2012.

On the financial performance side, the ratings reflect still
fairly weak cash flow and cash flow-based credit metrics.  Last 12
month ending March 31, 2010 funds from operations (FFO) improved
to $271 million from a negative $90 million a year ago.  However,
sizeable working capital requirements due to higher feedstock
costs and the ramp-up of production reduced cash flow from
operations to a negative $18 million.  Free cash flow was negative
$149 million after $131 million capital expenditure.  FFO adjusted
leverage improved but is still at a high 4.5 times.  FFO fixed
charge coverage stood at 2.1x.

The Stable Outlook is based on NOVA's substantially improved
liquidity position that would allow the company to withstand
possible set-backs in the recovery of demand for its basic
plastics in the second half of 2010.  As of March 31, 2010, NOVA's
liquidity totaled $625 million, consisting of $156 million cash on
hand and $469 million available under its credit facilities after
adjusting for $51 million outstanding letters of credit (LOCs) and
excluding the company's accounts receivables securitization
programs.

In November 2009, NOVA renewed its main secured $350 million
revolving credit facilities.  The new maturity is November 2012.
The renewed facility has revised financial covenants that provide
substantially more headroom than the ones under the previous
facility.  The debt to cash flow covenant is defined as senior
debt (revolver outstandings including LOCs plus A/R securitization
balances) to cash flow (net income plus interest expense, income
taxes and D&A less all non cash items) of a maximum of 3.0x.
Actual compliance was 0.3 x as of March 31.  The second covenant
is total net debt to capital of a maximum of 60%.  Actual
compliance was 46%.  Fitch expects NOVA to remain in compliance
with the covenants throughout the lifetime of the facility.

The Canadian and U.S. accounts receivable securitization programs,
each $100 million and with an expiration date of February 2012,
are also governed by the same financial covenants.  The bilateral
unsecured revolving credit facilities, a $100 million commitment
expiring March 2011 and a $70 million commitment maturing
September 2011 ($30 million) and September 2013 ($40 million) are
not governed by financial covenants.

The next major maturity is the C$250 million notes due in August.
NOVA intends to use cash on hand and drawdowns under its revolvers
to repay the notes.  Fitch expects that the combination of
moderately lower debt and the trailing off of the still weak
second and third quarter of 2009 will reduce FFO adjusted leverage
to at least 3.5x by year-end.  NOVA's next major maturities are
$381 million unsecured notes due in 2012 and $345 million
unsecured notes in 2013.  Each of the notes has a $400 million
face value.  Almost all of its remaining debt is long-term.

Fitch's Recovery Rating of 'RR1' on NOVA's secured revolving
credit facility indicates outstanding recovery prospects (91%-
100%) for the lenders.  The facility is secured by the net book
value of assets in Canada including NOVA's interest in the Joffre,
Alberta chemical complex and the Corunna, Ontario plant.  The
Recovery Rating of 'RR4' for NOVA's senior unsecured credit
facilities and notes indicates average recovery prospects (31%-
50%) for lenders and holders of the notes.  Fitch applied a Going
Concern Enterprise Value analysis for these recovery ratings.

Catalysts for an upgrade or a Positive Outlook would be further
improving demand for plastics, an ongoing strengthening of cash
flows and cash flow based credit metrics, as well as tangible
credit support from IPIC if needed.

Catalysts for a downgrade or a Negative Outlook would be a
deterioration of supply/demand balance, particularly against the
backdrop of additional capacity coming online in the Middle East
and Asia, further reduction in either the supply or in the cost
advantage of feedstock, persistent negative free cash flow, and
resulting inability to reduce leverage.

These ratings of NOVA are affirmed:

  -- Long-term IDR at 'B+';
  -- Senior secured revolving credit facility at 'BB+/RR1';
  -- Senior unsecured revolving credit facilities at 'B+/RR4';
  -- Senior unsecured notes and debentures at 'B+/RR4'.

The Rating Outlook is Stable.


NRG ENERGY: Moody's Assigns Rating on $875 Mil. Senior Facility
---------------------------------------------------------------
Moody's Investors Service assigned a Baa3 rating to NRG Energy,
Inc. $875 million senior secured revolving credit facility and
$1.8 billion senior secured term loan commitments and letter of
credit facility both due August 31, 2015.  Concurrent with this
rating assignment, Moody's affirmed all of NRG's ratings,
including its Corporate Family Rating and Probability of Default
Rating at Ba3, its Baa3 rating on nearly $2 billion of senior
secured term loans and secured tax-exempt bonds, its B1 rating on
$5.4 billion of senior unsecured notes, and its speculative grade
liquidity rating at SGL-1.  NRG's rating outlook is stable.

NRG's Ba3 CFR reflects the relatively strong credit metrics based
upon margins that have historically been underpinned by various
intermediate term hedges or contracts.  Through March 31, 2010,
Moody's calculates the ratio of CFO pre-W/C 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 15%.  These financial
metrics strongly position NRG in the "Ba" rating category and may
suggest a higher CFR.  However, the Ba3 CFR incorporates Moody's
concerns about the size and scope of the company's ambitious and
multi-faceted capital investment program relative to its
approximate $6 billion market capitalization along with
management's history of implementing numerous shareholder focused
capital strategies.  With these hedges expiring and being replaced
with arrangements that provide weaker than historical margins, key
cash flow credit metrics over the intermediate term will weaken
from recent levels thereby utilizing the portion of the financial
flexibility incorporated in the existing Ba3 CFR.  The rating
incorporates the value of operating a regionally diverse portfolio
of unregulated generation assets with a particularly strong
position in Texas and to a lesser extent, in PJM.  NRG's market
position in Texas has been enhanced by its 2009 acquisition of
Reliant Energy which provides a natural hedge for its electric
output and helps to reduce potential collateral requirements
associated with the unregulated electric business.

The rating affirmation of NRG's speculative grade liquidity rating
at SGL-1 reflects Moody's expectation that NRG will maintain a
very good liquidity profile over the next 4-quarter period as a
result of its generation of strong internal cash flows,
maintenance of significant cash balances plus continued access to
substantial credit availability, and ample headroom under the
company's covenants.  Total liquidity at March 31, 2010, exceeded
$3.2 billion, including credit facility availability of
approximately $1.4 billion and unrestricted cash on hand of nearly
$1.8 billion which reflects first quarter debt repayments of more
than $400 million.  The company's extension of an $875 million
secured revolver and an $800 million LC facility due August 2015
coupled with the maintenance of a $500 million LC facility
expiring February 2013, provides NRG with amply sized multi-year
credit facilities.  Over the next four quarters, Moody's calculate
NRG to be modestly cash flow positive even with expected lower
cash flow generation and a substantial pick-up in maintenance,
environmental and growth capital expenditures.  Moody's
anticipates the company continuing to remain comfortably in
compliance with the covenants in its bank facilities and has
demonstrated an ability to opportunistically enhance its liquidity
profile from non-strategic asset sales.

In conjunction with the refinancing of the $875 million secured
revolver facility, NRG amended and extended $1.8 billion of term
loan commitments and LC facility, while amending certain of the
terms and conditions of the secured credit agreement.  The non-
extended portions of the term loan commitments and LC facility
aggregate $1.476 billion and mature on the originally scheduled
date of February 1, 2013.

NRG's stable rating outlook reflects Moody's expectations for
strong cash flow over the next twelve to eighteen months due to an
active hedging program which has been aided by the Reliant
acquisition.  While near-term credit metrics will weaken from 2009
levels, Moody's anticipate the company's results to remain at the
lower end of the "Ba" rating category, which effectively utilizes
the degree of financial flexibility incorporated in the ratings.
The stable outlook recognizes the company's shareholder return
strategy along with a sizeable capital investment program which
Moody's believe still provides NRG with exit strategies on certain
large investments.

In light of the ambitious capital investment program being
executed by the company at a time when downward pressure on
margins and cash flows is likely to persist, limited prospects
exist for the ratings to be upgraded in the near-term.  However,
to the extent that management reduced the size and scope of its
growth capital investment program, did not greatly expand
shareholder rewards programs, and used any free cash flow
generation for debt reduction, the possibility of a rating upgrade
could surface.

The rating could be downgraded should NRG's growth capital
expenditure plans remain largely unchanged, particularly if the
company's investment in South Texas Project 3&4 moves forward
following the 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 could be downgraded.

The last rating action on NRG occurred on January 21, 2010, when
NRG's ratings were affirmed with a stable outlook.

The ratings for NRG's individual securities were determined using
Moody's Loss Given Default methodology.  Based upon NRG's Ba3 CFR
and Ba3 PDR, the LGD methodology suggests a Baa3 rating for NRG's
senior secured debt.  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 lower instrument ratings for each
of the senior secured classes of NRG debt.

Assignments:

Issuer: NRG Energy, Inc.

  -- $875 Million Senior Secured Bank Credit Facility due
     August 31, 2015, Assigned Baa3, LGD2 13%

  -- $1.8 Billion Senior Secured Bank Credit Facility due
     August 31, 2015, Assigned Baa3, LGD2 13%

Withdrawals:

Issuer: NRG Energy, Inc.

  -- $1.0 Billion Senior Secured Bank Credit Facility, Withdrawn,
     previously rated Baa3, LGD2, 14%

LGD Point Estimate Changes:

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

  -- Senior Secured Revenue Bonds, to LGD2, 13% from LGD2, 14%

Issuer: NRG Energy, Inc.

  -- Senior Secured Bank Credit Facility, to LGD2, 13% from LGD2,
     14%

  -- Senior Unsecured Regular Bond/Debenture, to LGD4, 68% from
     LGD4, 69%

Headquartered in Princeton, NRG owns approximately 24,000 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.


OFFSHORE GROUP: Moody's Assigns 'B3' Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service assigned Offshore Group Investment
Limited a B3 Corporate Family Rating, Caa1 Probability of Default
Rating, a Speculative Grade Liquidity rating of SGL -- 3, and a B3
(LGD 3, 32%) rating to the company's proposed $960 million senior
secured notes due 2015.  The rating outlook is stable.

The proceeds from the notes offering, in addition to approximately
$50 million in equity proceeds and $60 million in convertible note
proceeds, will be used: (1) to acquire the remaining 55% stake in
Mandarin Drilling Corporation (which owns the construction
contract for the deepwater drillship Platinum Explorer) for
$140 million, (2) fund $589 million in remaining construction and
equipment payments for the Platinum Explorer, and (3) refinance
approximately $287 million of existing debt.

The notes will be guaranteed by Vantage Drilling Company, the
parent holding company, and by all of OGIL's subsidiaries, as well
as certain subsidiaries of Vantage Drilling Company.  The notes
will be secured by three of Vantage's four jack-up rigs (the
Emerald Driller, Sapphire Driller, and Topaz Driller) and the
deepwater Platinum Explorer drillship.  Vantage's fourth jack-up,
the Aquamarine Driller, is not part of the collateral package and
has approximately $103 million of secured debt due in 2014, which
is also guaranteed by Vantage Drilling Company.  In addition, the
notes do not contain guarantees from Vantage's subsidiaries
involved in its rig management services business.

OGIL's B3 Corporate Family Ratings reflects Vantage's small size
and limited operating history.  Vantage is a small offshore
drilling company with four premium jack-up rigs and one drillship
under construction.  The company has a short operating history,
with its first jack-up delivered in February 2009.  While limited,
Vantage's operating performance to date has been good, and the
company benefits from owning new and high quality rigs.

The rating also reflects construction risk associated with its
Platinum Explorer drillship and termination clauses in its
contract with India's Oil and Natural Gas Corporation Ltd. (A2,
Stable).  The drillship is currently in the commissioning phase
with delivery expected in November 2010.  While successful rig
performance faces a degree of uncertainty until the drillship is
delivered, Moody's note that Vantage is using an experienced
shipyard, construction is at an advanced stage, and that Vantage
has successfully managed its newbuild program to date.  The
drillship has a five-year contract with ONGC beginning
December 31, 2010.  Assuming no performance issues, reasonable
operating costs and timely delivery of the rig, the ONGC contract
should be supportive of Vantage's cash flows over the near to
medium term.  However, Vantage's cash flows could be negatively
impacted if delivery of the rig is delayed.  Vantage would be
required to pay liquidated damages in the event of a rig delay,
and ONGC can terminate the contract if delivery of the rig is
delayed past March 11, 2011.  ONGC also has the option to
terminate the contract due to unacceptable performance that has
not been rectified or a force majeure event.

Over the near-term, Vantage should benefit from near-term revenue
visibility provided by its existing jack-up contracts.  However,
due to the relatively short-term nature of its jack-up contracts
and increasing jack-up supply in the market, the company could be
challenged in securing new contacts at favorable dayrates when its
existing contracts expire.  While Vantage has good contract cover
for 2010, with all of its jack-ups currently under contract, it
faces contract renewal risk in 2011.

As a result of the primarily debt financed acquisition of the
Platinum Explorer and funding of the remaining construction
payments, Vantage will have high financial leverage given the
capital intensive, highly cyclical nature of the offshore contract
drilling sector.  Moody's considered the financial leverage
profile for both OGIL only and Vantage on a fully consolidated
basis.  Under management's case, debt/EBITDA for OGIL only is
estimated at 4.3x in 2011 and 3.4x on a fully consolidated basis.
Using a more conservative dayrate and utilization forecast for the
jack-up rigs once they roll off contract, Moody's downside case
assumes Debt/EBITDA for OGIL at 5.0x for 2011 and 4.0x on a fully
consolidated basis.

OGIL's SGL-3 rating reflects Moody's expectation that the company
will maintain adequate liquidity over the next twelve months.  The
company's liquidity is supported by Moody's expectations of
limited near term cash obligations once the notes financing is
completed and assuming that the Platinum Explorer is delivered on
time.  However, OGIL's short term liquidity is tempered by the
current lack of a revolving credit facility.  There is a
$25 million revolver carve out provision within the senior secured
notes, and Moody's expect the company to attempt to put in place a
revolver over the next 6-12 months.

The B3 rating on the secured notes considers the high quality
nature of the rigs and the likelihood of favorable recovery in a
default scenario.  Moody's believe that the tangible asset cover
for the secured debt is better than average given the quality and
relatively young age of Vantage's rigs, as well as the advanced
stage of the construction of the Platinum Explorer and its
contract with ONGC.  Therefore Moody's used a 65% recovery rate in
Moody's LGD analysis instead of the standard 50% recovery rate.
However, the rating of the notes at B3 is at par with the B3
Corporate Family Rating since the notes comprise the majority of
the capital structure.

The rating outlook is stable and reflects the expectation that the
Platinum Explorer will meet its requirements under the ONGC
contract, including the timely delivery of the rig.  A positive
rating action is possible if Vantage continues to demonstrate
solid operational performance over time and if the company is
successful in maintaining reasonable credit metrics (debt/EBITDA
below 4.0x on a sustainable basis at both the issuer and family
level).  The rating or outlook could come under downward pressure
in the event of a significant delay in delivery of the Platinum
Explorer, if Vantage generates weaker than anticipated earnings
and cash flows, or as a result of diminished liquidity.

Offshore Group Investment Limited is a subsidiary of Vantage
Drilling Company and is headquartered in the Cayman Islands.


OWENS CORNING: Asks for Final Decree Closing Chapter 11 Case
------------------------------------------------------------
Owens Corning nka Owens Corning Sales, LLC, seeks the entry of a
final decree closing its pending bankruptcy case, Case No.
00-03837, pursuant to Section 350 of the Bankruptcy Code and Rule
3022 of the Federal Rules of Bankruptcy Procedure.

Section 350 provides that "[a]fter an estate is fully
administered and the Court has discharged the trustee, the Court
must close the case."

Mark Minuti, Esq., at Saul Ewing LLP, in Wilmington., Delaware --
mminuti@saul.com -- tells Judge Fitzgerald that the case of Owens
Corning can be deemed fully administered based on the six factors
set forth in the Advisory Committee Note to Bankruptcy Rule 3022.
He articulates that:

  (1) The Plan Confirmation Order entered by the Bankruptcy
      Court on September 26, 2006, in the cases of Owens Corning
      is final.  The U.S. District Court for the District of
      Delaware subsequently entered an order affirming the
      Confirmation Order on September 28, 2006.

  (2) Any deposits required by the Plan have been distributed;

  (3) Any property proposed to be transferred by Reorganized
      Owens pursuant to the Plan has been conveyed;

  (4) Reorganized Owens has assumed the business and management
      of its properties under the Plan;

  (5) Except for final distributions to Class A6-A creditors,
      which are anticipated to be made prior to the scheduled
      hearing on the Motion to Close, all payments pursuant to
      the Plan have been made; and

  (6) No unresolved motions, contested matters and adversary
      proceedings remain in Reorganized Owens' case.

The Owens Corning Plan was declared effective on October 31,
2006.

By August 29, 2008, at the request of the Reorganized Debtors,
Judge Fitzgerald entered an order closing the Chapter 11 cases of
the 17 Owens Subsidiary Debtors.

At that time, a final decree with respect to the Owens Corning
case was not sought because several claims against Owens Corning
were, at that time, subject to unresolved objections pending
before the Bankruptcy Court.  Among those claims was Claim No.
7212 of the New Jersey Department of Environmental Protection for
$73.6 million.  That matter has been resolved.

Delaware Bankruptcy Court Local Rule 5009-1 establishes
"substantial consummation" as a pre-requisite for the entry of a
final decree.  The Bankruptcy Code defines Substantial
Consummation as (1) the transfer of all substantially all of the
property proposed by the plan to be transferred; (2) the
assumption by the debtor under the plan of the business or of the
management of all or substantially all of the property dealt with
by the plan; and (3) commencement of distribution under the plan.

Each of the pre-requirements for Substantial Consummation will
have been satisfied as Reorganized Owens anticipates making
payments to Class-A6-A creditors prior to the hearing of the
Motion to Close.

The Court will convene a hearing to consider the merits of the
Motion to Close on August 9, 2010, at 9:00 a.m.  Objections are
due no later than July 23.

Mr. Minuti clarifies that the closing of the Owens Corning case
under Section 350(a) does not foreclose the possibility of
completing additional administration of a chapter 11 case should
the need arise.  To emphasize this premise, the proposed form of
order Owens Corning submitted with respect to its Motion to Close
provides that the Bankruptcy Court retain jurisdiction for these
purposes:

  -- to permit the filing of Annual Reports by the Owens
     Corning/Fibreboard Asbestos Personal Injury Trust, as
     contemplated by the Plan;

  -- to permit the Bankruptcy Court to enforce any of its orders
     issued in the Debtors' cases;

  -- to enforce the terms and conditions of the Plan; and

  -- to consider any proper requests to reopen any of the
     Debtors' cases under Section 350(b).

Owens Corning adds that it will work with the U.S. Trustee before
the August 9 hearing to resolve any issues it may have.

                      About Owens Corning

Headquartered in Toledo, Ohio, Owens Corning fka Owens Corning
(Reorganized) Inc. (NYSE: OC) -- http://www.owenscorning.com/--
is a producer of residential and commercial building materials and
glass fiber reinforcements, and other similar materials for
composite systems.  The company has operations in 26 countries.

The Company filed for Chapter 11 protection on October 5, 2000
(Bankr. D. Del. Case. No. 00-03837).  Norman L. Pernick, Esq., at
Saul Ewing LLP, represented the Debtors.  Elihu Inselbuch, Esq.,
at Caplin & Drysdale, Chartered, represented the Official
Committee of Asbestos Creditors.  James J. McMonagle served as the
Legal Representative for Future Claimants until June 20, 2007.
Mr. McMonagle was replaced by Michael J. Crames.  Mr. Crames
served as Mr. McMonagle's counsel until July 2005, when he retired
from the law firm Kaye Scholer LLP.

On September 28, 2006, the Honorable John P. Fullam, Sr., of the
U.S. District Court for the Eastern District of Pennsylvania
affirmed the order of Honorable Judith Fitzgerald of the U.S.
Bankruptcy Court for the District of Delaware confirming Owens
Corning's Sixth Amended Plan of Reorganization.  The Plan took
effect on October 31, 2006, marking the company's emergence from
Chapter 11.

Reorganized Owens sought on July 25, 2008, from the Delaware
Bankruptcy Court a final decree closing the Chapter 11 cases of 17
of its affiliates.  Only the Chapter 11 case of Owens Corning
Sales, LLC, formerly known as Owens Corning, under Case No.
00-03837 will remain open.

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

                          *     *     *

Reorganized Owens Corning carries a 'Ba1' corporate family rating
from Moody's.


OWENS CORNING: Enters Into New $800 Mil. Revolver With Wells Fargo
------------------------------------------------------------------
Owens Corning, together with its subsidiaries, entered into a
credit agreement with a syndicate of lenders led by Wells Fargo
Bank, National Association, as administrative agent on May 26,
2010.

The new Credit Agreement provides for a revolving credit facility
in an aggregate available principal amount of $800 million,
including borrowings and letters of credit.

The New Credit Agreement establishes a new multi-currency senior
revolving credit facility to replace the Company's existing
$1.0 billion multi-currency senior revolving credit facility and
$600 million senior term loan facility available under an Old
Credit Agreement, Owens Corning Assistant Secretary Rodney A.
Nowland related in a regulatory filing with the U.S. Securities
and Exchange Commission.

The loans under the Old Credit Agreement were due and payable on
October 31, 2011.

In addition to refinancing all outstanding amounts under the Old
Credit Agreement, borrowings under the New Credit Facility may be
used by the Company for general corporate purposes and working
capital.  The New Credit Agreement also allows the Company to
request incremental revolving credit commitments in an additional
aggregate principal amount of up to $200 million, provided
certain conditions are met.

Interest on outstanding indebtedness under the New Credit
Facility currently accrues as:

  (1) revolving credit loans: at a rate equal to, at the
      Company's option (A) the highest of (i) Wells Fargo's
      prime rate, (ii) the federal funds rate plus 0.50%, and
      (iii) except when LIBOR is unavailable, LIBOR plus 1.00%;
      plus an applicable margin based on the then applicable
      corporate credit ratings of the Company; or (B) if
      available, LIBOR plus an applicable margin based upon the
      then applicable corporate credit ratings of the Company;

  (2) alternative currency revolving credit loans: at a rate
      equal to LIBOR (if available) plus an applicable margin
      based upon the then applicable corporate credit ratings of
      the Company; and

  (3) swingline loans: at a rate equal to the highest of (i)
      Wells Fargo's prime rate, (ii) the federal funds rate plus
      0.50% and (iii) except when LIBOR is unavailable, LIBOR
      plus 1.00%; plus an applicable margin based on the then
      applicable corporate credit ratings of the Company.

The New Credit Facility matures on May 26, 2014.  It requires
compliance with conditions precedent that must be satisfied prior
to any borrowing as well as ongoing compliance with certain
affirmative and negative covenants to which the Company and most
of its wholly owned subsidiaries must adhere.

The New Credit Facility also contains customary events of
default, including a cross-default to certain other debt,
breaches of representations and warranties, change of control
events and breaches of covenants.

The obligations under the New Credit Agreement are guaranteed by
Owens Corning's wholly owned domestic subsidiaries.  Those
subsidiaries also guarantee Owens Corning's obligations under the
Notes.  On May 26, 2010, Owens Corning, certain of its
subsidiaries and Wells Fargo entered into a Fourth Supplemental
Indenture covering the Company's 6.500% Notes due 2016 and 7.000%
Notes due 2036, and a Second Supplemental Indenture covering the
Company's 9.000% Notes due 2019, in order to add OC Canada
Holdings General Partnership as a guarantor of the Notes.

A full-text copy of the Owens Corning/Wells Fargo $800 million
New Credit Facility is available at the SEC at:

              http://ResearchArchives.com/t/s?66d1

                      About Owens Corning

Headquartered in Toledo, Ohio, Owens Corning fka Owens Corning
(Reorganized) Inc. (NYSE: OC) -- http://www.owenscorning.com/--
is a producer of residential and commercial building materials and
glass fiber reinforcements, and other similar materials for
composite systems.  The company has operations in 26 countries.

The Company filed for Chapter 11 protection on October 5, 2000
(Bankr. D. Del. Case. No. 00-03837).  Norman L. Pernick, Esq., at
Saul Ewing LLP, represented the Debtors.  Elihu Inselbuch, Esq.,
at Caplin & Drysdale, Chartered, represented the Official
Committee of Asbestos Creditors.  James J. McMonagle served as the
Legal Representative for Future Claimants until June 20, 2007.
Mr. McMonagle was replaced by Michael J. Crames.  Mr. Crames
served as Mr. McMonagle's counsel until July 2005, when he retired
from the law firm Kaye Scholer LLP.

On September 28, 2006, the Honorable John P. Fullam, Sr., of the
U.S. District Court for the Eastern District of Pennsylvania
affirmed the order of Honorable Judith Fitzgerald of the U.S.
Bankruptcy Court for the District of Delaware confirming Owens
Corning's Sixth Amended Plan of Reorganization.  The Plan took
effect on October 31, 2006, marking the company's emergence from
Chapter 11.

Reorganized Owens sought on July 25, 2008, from the Delaware
Bankruptcy Court a final decree closing the Chapter 11 cases of 17
of its affiliates.  Only the Chapter 11 case of Owens Corning
Sales, LLC, formerly known as Owens Corning, under Case No.
00-03837 will remain open.

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

                          *     *     *

Reorganized Owens Corning carries a 'Ba1' corporate family rating
from Moody's.


OWENS CORNING: Receives Approval of NJDEP Claims Settlement
-----------------------------------------------------------
Owens Corning Sales, Inc., fka Owens Corning, received permission
from the Hon. Judith K. Fitzgerald of the United States Bankruptcy
Court for the District of Delaware to enter into a settlement of
the claim asserted against it by the New Jersey Department of
Environmental Protection.

The Settlement is related to a lawsuit filed by the New Jersey
Department of Environmental Protection in March 2002 against
Owens Corning and certain former customers of Burlington
Environmental Management Services, Inc. landfill site in
Burlington County, New Jersey.  The action was initiated in the
New Jersey Superior Court, in Burlington County.

The BEMS landfill had been used for many years for waste disposal
by numerous parties, including Owens Corning and certain
municipalities.

The NJDEP Lawsuit sought recovery, on a joint and several basis,
under New Jersey's Spill Compensation and Control Act, for
NJDEP's past and future investigation; clean-up and removal cost
related to the BEMS site; natural resource damages; and a penalty
equal to three times the total clean-up cost as a result of the
defendants' failure to comply with prior administrative orders
requiring clean-up.

NJDEP then filed Claim No. 7212 for $73,600,000 against Owens
Corning on April 12, 2002.  The Claim repeated some or all of the
allegations under the State Court Action and was asserted in the
amount three times NJDEP's claimed remediation costs of
$23,844,514, plus three times its asserted restoration costs of
$669,789.

Owens Corning objected to Claim No. 7212 in September 2003,
contending that environmental cost recovery cases under the Spill
Act, the Comprehensive Environmental Response, Compensation,
Liability Act, and Section 9602 of The Public Health and Welfare
Code are typically settled among potentially responsible parties
by cost-sharing arrangements that equitably account for the
relative volume and toxicity of waste sent to a site by each
party.  In view of this, Owens Corning asked the Bankruptcy Court
to disallow the NJDEP Claim in order to promote the equitable
result of assigning to it only its allowable share of the
response costs at the BEMS site based on its volumetric share and
the relative toxicity of its waste.

Owens Corning further noted that it has agreed to participate in
an alternative dispute resolution process established in the
State Court Action for allocation of liability at the BEMS site
among potentially responsible parties.  The Reorganized Debtor
also agreed to abide by the percentage of liability allocated to
them as a result of the ADR process.

Owens Corning's multi-year discussions with the NJDEP eventually
resulted in the formulation of a Consent Judgment, which reflects
the agreement of the relevant parties regarding the NJDEP Claim
and the resolution of the State Court Action, according to Mark
Minuti, Esq., at Saul Ewing LLP, in Wilmington, Delaware.

The effectiveness of the Consent Order is conditioned on the
entry of a Bankruptcy Court order allowing the NJDEP Claim as a
Class A6-A Claim in an amount -- which Owens Corning has
calculated as $3,697,054 -- that is calculated to result in the
Settlement payment of $2,000,000 to NJDEP under the Plan, Mr.
Minuti relates.

The salient terms of the Consent Judgment are:

(a) The NJDEP will be allowed a Class A6-A Claim against Owens
     Corning in an amount calculated to result in a cash
     distribution of $2,000,000 under the Plan.  Based on the
     Reorganized Debtor's updated calculations, the NJDEP Claim
     will need to be allowed as a Class A6-A claim for
     $3,697,054 to provide the NJDEP a $2,000,000 recovery.

(b) The Settlement Payment is in reimbursement of NJDEP's Past
     Cleanup and Removal Costs, Future Cleanup and Removal Costs
     and Natural Resource Damages, as these terms are defined in
     the Consent Judgment.

(c) The Settlement Payment is to be credited toward any Global
     Mediated Settlement offer and any settlement reached in any
     consent decrees entered into by the other ADR Participants
     arising out of the Mediation Process.  The Settlement
     Payment is to be applied against and will reduce the amount
     of NJDEP's claims against the other ADR Participants in the
     State Court Action.

(d) In consideration of the Settlement Payment, the State Court
     Action will be dismissed with prejudice as against the
     Debtors, and the NJDEP will provide Owens Corning with a
     covenant not to sue and contribution protection under the
     terms of the Consent Judgment.

(e) The Consent Judgment does not release Owens Corning from
     certain claims, and actions, including:

     -- claims based on Owens Corning's failure to satisfy any
        term or provision of the Consent Judgment;

     -- liability arising from Owens Corning's past, present or
        future discharge or unsatisfactory storage or
        containment of any hazardous substance outside the BEMS
        Site;

     -- liability for any future discharge or unsatisfactory
        storage or containment of any hazardous substance by
        the Settling Defendant at the BEMS Site, other than as
        ordered or approved by the NJDEP;

     -- criminal liability; and

     -- liability for any violation by Owens Corning of federal
        or state law that occurs during or after the remediation
        of the Site.

The Consent Judgment, Mr. Minuti avers, will have no force or
effect, unless both (i) the Consent Judgment is entered by the
State Court, and (ii) the Bankruptcy Court has entered a final
order allowing the NJDEP Claim as a Class A6-A claim against the
Debtors for $2,000,000.

                      About Owens Corning

Headquartered in Toledo, Ohio, Owens Corning fka Owens Corning
(Reorganized) Inc. (NYSE: OC) -- http://www.owenscorning.com/--
is a producer of residential and commercial building materials and
glass fiber reinforcements, and other similar materials for
composite systems.  The company has operations in 26 countries.

The Company filed for Chapter 11 protection on October 5, 2000
(Bankr. D. Del. Case. No. 00-03837).  Norman L. Pernick, Esq., at
Saul Ewing LLP, represented the Debtors.  Elihu Inselbuch, Esq.,
at Caplin & Drysdale, Chartered, represented the Official
Committee of Asbestos Creditors.  James J. McMonagle served as the
Legal Representative for Future Claimants until June 20, 2007.
Mr. McMonagle was replaced by Michael J. Crames.  Mr. Crames
served as Mr. McMonagle's counsel until July 2005, when he retired
from the law firm Kaye Scholer LLP.

On September 28, 2006, the Honorable John P. Fullam, Sr., of the
U.S. District Court for the Eastern District of Pennsylvania
affirmed the order of Honorable Judith Fitzgerald of the U.S.
Bankruptcy Court for the District of Delaware confirming Owens
Corning's Sixth Amended Plan of Reorganization.  The Plan took
effect on October 31, 2006, marking the company's emergence from
Chapter 11.

Reorganized Owens sought on July 25, 2008, from the Delaware
Bankruptcy Court a final decree closing the Chapter 11 cases of 17
of its affiliates.  Only the Chapter 11 case of Owens Corning
Sales, LLC, formerly known as Owens Corning, under Case No.
00-03837 will remain open.

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

                          *     *     *

Reorganized Owens Corning carries a 'Ba1' corporate family rating
from Moody's.


PACIFICA MESA: Files for Bankruptcy over Looming Loan Deadline
--------------------------------------------------------------
Koat.com report that Pacifica Mesa Studios filed for bankruptcy
under Chapter 11, saying the Company has a loan of more than
$80 million that is coming due.

According to Koat, a person familiar with the matter said the
Company could not get the money anywhere at any price.  The
Company does not have an agreement with its creditor Amalgamated
Bank of New, the person notes.

Pacifica Mesa Studios is the parent company of Albuquerque Studios
that operates a studio in Albuquerque, New Mexico.


POINT BLANK: Balks at Committee Request for Examiner
----------------------------------------------------
Bill Rochelle at Bloomberg News reports that Point Blank Solutions
Inc. said the Official Committee of Unsecured Creditors' request
for a Chapter 11 trustee or examiner is based on "reckless
accusations with no factual basis whatsoever."  The Company also
sees the committee as being motivated by "personal animosity
against" the chief executive and a "desire to control these
Chapter 11 cases at any cost."  Point Blank contends that the
motion is based partly on misdeeds by executives who left the
Company four years ago.

The Creditors Committee, in its motion, claims that a "neutral and
independent fiduciary" is necessary because "the Debtors have
placed the interests of insiders above maximizing value of these
estates" and the Creditors' Committee "has lost all confidence in
the Debtors."  A hearing on the request to appoint a trustee is
scheduled for Aug. 3.

According to the Bloomberg report, the bankruptcy judge scheduled
to consider a at a hearing on July 21 a separate motion by the
Committee to conduct examinations under oath and require
production of documents by lenders, insiders and customers.

A lender, Bloomberg continues, is opposing another motion by the
committee to extend the deadline for filing a complaint
challenging the validity of the pre-bankruptcy loan.

                         About Point Blank

Pompano Beach, Fla.-based Point Blank Solutions, Inc.
-- http://www.pointblanksolutionsinc.com/-- designs and produces
body armor systems for the U.S. Military, Government and law
enforcement agencies, well as select international markets.  The
Company is recognized as the largest producer of soft body armor
in the U.S.  The Company maintains facilities in Pompano Beach,
Florida and Jacksboro, Tennessee.

Point Blank Solutions filed for Chapter 11 on April 14, 2010
(Bankr. D. Del. Case No. 10-11255).

The Company's bankruptcy counsel is Pachulski Stang Ziehl & Jones
LLP.


PONIARD PHARMACEUTICALS: Receives NASDAQ Deficiency Notice
----------------------------------------------------------
Poniard Pharmaceuticals, Inc., received a letter from the Nasdaq
Stock Market stating that the minimum bid price of the Company's
common stock has been below $1.00 per share for 30 consecutive
business days and that the Company therefore is not in compliance
with the minimum bid price requirement for continued listing set
forth in Marketplace Rule [5450(a)(1)].  The notification of
noncompliance has no immediate effect on the listing or trading of
the Company's common stock on the Nasdaq Global Market.

The Company has been provided 180 calendar days, or until
January 18, 2011, to regain compliance with the minimum bid price
requirement.  To regain compliance, the closing bid price of the
Company's common stock must meet or exceed $1.00 per share for at
least ten consecutive business days during this 180-day grace
period.  Nasdaq may, in its discretion, require the Company's
common stock to maintain a closing bid price of at least $1.00 for
a period in excess of ten consecutive trading days, but generally
no more than 20 consecutive business days, before determining that
the Company has demonstrated an ability to maintain long-term
compliance.

If the Company does not regain compliance by January 18, 2011, it
will receive written notification from Nasdaq that its common
stock is subject to delisting.  The Company may, at that time,
appeal the delisting determination to a Nasdaq Hearings Panel.
Such an appeal, if granted, would stay delisting until a Panel
ruling.  Alternatively, if at that time the Company satisfies all
of the initial listing standards, with the exception of the
minimum bid price, for the Nasdaq Capital Market, the Company
could apply to transfer the listing of its common stock to the
Nasdaq Capital Market and thereby receive an additional 180
calendar days to regain compliance with the minimum bid price
requirement.

The Company will consider available options to resolve the minimum
bid price deficiency and regain compliance with the Nasdaq minimum
bid price requirement.  There can be no assurance that the Company
will be able to regain or maintain compliance with the minimum bid
price rule or other listing criteria or that an appeal, if taken,
would be successful.

                   About Poniard Pharmaceuticals

Poniard Pharmaceuticals, Inc. -- http://www.poniard.com.-- is a
biopharmaceutical company focused on the development and
commercialization of innovative oncology products.


PROJECT ORANGE: Stay Lifted to Let Cogeneration Suit Proceed
------------------------------------------------------------
WestLaw reports that under the Second Circuit's Sonnax test,
"cause" existed to lift the automatic stay to allow state-court
litigation involving the Chapter 11 debtor, the operator of a
cogeneration facility built on land leased from a university, and
the university, which had contracted prepetition to purchase steam
from the debtor, to proceed.  Permitting the state judge to rule
in the various actions and proceedings would likely result in
complete resolution of issues surrounding whether the lease and
the other agreements could be assumed, the bankruptcy court
reasoned.  Lifting the stay would greatly assist the bankruptcy
court with the case, not interfere with it.  Moreover, termination
of the lease and repudiation of the parties' steam contract raised
issues of state contract, fraud, and landlord-tenant law best
resolved by a state court.  Finally, litigation in state court
would not prejudice the interests of other creditors, but was more
likely to result in a quick ruling, as the parties' agreements
were complicated, long-term arrangements with which the state
judge was familiar.  In re Project Orange Associates, LLC, ---
B.R. ----, 2010 WL 2653632 (Bankr. S.D.N.Y.).

Project Orange Associates, LLC, sought Chapter 11 protection
(Bankr. S.D.N.Y. Case No. 10-12307) on April 29, 2010.  Timothy W.
Walsh, Esq., at DLA Piper LLP (US), filed the Chapter 11 petition.
The Company disclosed $9.7 million in assets and $15.4 million in
liabilities at the time of the filing.


RADIENT PHARMACEUTICAL: Appoints Robert Beart as Director
---------------------------------------------------------
Radient Pharmaceuticals Corporation appointed Dr. Robert Beart
Jr., MD, as an independent member of the company's Board of
Directors to fill the vacancy of the late Dr. Edward Arquilla.
Dr. Beart is currently the medical director of the Glendale
Hospital CRC Institute.  Previously he had been with the
University of Southern California (USC) since 1992, establishing
the Division of Colorectal Surgery in the USC Department of
Surgery as well as launching the USC Center for Colorectal
Diseases at USC University Hospital and USC/Norris Cancer Center
and Hospital.  His appointment increases the number of independent
directors at RPC to three.

Dr. Beart is a recognized specialist and expert in colorectal
diseases and cancer, pioneer of the ileal pouch-anal anastomosis,
and thought leader in the medical, scientific and research
communities.  Dr. Beart's primary experience and research includes
continence preservation, colostomy avoidance and the
identification and management of recurrent colorectal cancer.  He
has broad and deep clinical involvement in colorectal diseases,
covering key areas that include colorectal cancer, chronic
constipation and diarrhea, anorectal health care issues and
diverticulitis, fecal incontinence, recurrent rectal cancer,
inflammatory bowel disease and polyps.

From 1976 through 1992 Dr. Beart worked at the Mayo Clinic in
Rochester, Minnesota where he was Chairman of Department of
Colorectal Surgery and pioneered the ileal pouch-anal anastomosis.
He is a past president of the American Society of Colon and Rectal
Surgeons, the Society of Surgery of the Alimentary Tract and the
International Society of University Colorectal Surgeons.  He had
his surgical training at the University of Colorado and the Mayo
Clinic.  Dr. Beart graduated from Harvard Medical School in 1971
and is board-certified and recertified in General and Colorectal
Surgery.

According to Radient Pharmaceuticals Chairman and CEO Mr. Douglas
MacLellan, "Dr. Beart brings extensive experience and expertise in
oncology, specifically as it relates to colorectal health issues,
diseases and cancer, to RPC that will be invaluable as we work to
advance our In Vitro Diagnostic cancer test, vaccines and
therapies.  His innovative brilliance, success and deep
relationship across the medical, research and scientific
communities is a tremendous asset to our product commercialization
and corporate development efforts. We are delighted to welcome him
to our Board."

"I am very excited to join Radient's Board of Director and look
forward to supporting the development of its portfolio of
promising IVD cancer test, vaccines and therapies," commented Dr.
Beart.  "The company is on a tremendous growth trajectory and I
believe it offers a very promising future to physicians and their
cancer patients, the business community and to RPC shareholders."

               About Radient Pharmaceuticals

Headquartered in Tustin, Calif., Radient Pharmaceuticals
Corporation -- http://www.Radient-Pharma.com/-- is an integrated
pharmaceutical company devoted to the research, development,
manufacturing, and marketing of diagnostic, and premium skin care
products.

The Company's balance sheet as of March 31, 2010, showed
$26.4 million in assets, $7.1 million of liabilities, and
$19.3 million of stockholders' equity.

                         *     *     *

As reported in the Troubled Company Reporter on April 19, 2010,
KMJ Corbin & Company LLP, in Costa Mesa, Calif., expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
has incurred a significant operating loss and negative cash flows
from operations in 2009 and has a working capital deficit of
roughly $4.2 million at December 31, 2009.


REALOGY CORP: Cendant Settles IRS Examination of Taxable Years
--------------------------------------------------------------
Cendant Corporation now known as Avis Budget Group Inc. and the
Internal Revenue Service agreed to settle the IRS examination of
Cendant's taxable years 2003 through 2006, during which time
Realogy Corporation and Wyndham Worldwide Corporation were
included in Cendant's tax returns.

Pursuant to the Tax Sharing Agreement by and among Realogy,
Cendant, Wyndham and Travelport, Inc. dated as of July 28, 2006,
as amended, as modified by the Allocation Agreement between
Realogy and Wyndham executed on the same date as the IRS
settlement, Realogy has agreed to pay an aggregate of
approximately $48 million to reimburse (x) Cendant for a portion
of the amount payable by Cendant to the IRS under the IRS
settlement and (y) Wyndham for certain tax credits used to offset
additional Cendant income under the IRS settlement.  Realogy
expects to make such payments to Cendant and Wyndham in the third
quarter of 2010.  These amounts exclude interest which is not
expected to exceed $10 million. Furthermore, these amounts do not
include Cendant state taxes that may be due as a result of changes
to the federal tax returns for the 2003 to 2006 period under the
IRS settlement; Realogy's share of those amounts is not expected
to be material.

Under the TSA, Realogy is generally responsible for 62.5% and
Wyndham 37.5% of certain payments made to the IRS to settle claims
with respect to tax periods ended on or prior to December 31, 2006
that relate to income taxes imposed on Cendant and certain of its
subsidiaries.  In implementing the TSA relative to the overall IRS
settlement, on July 15, 2010, Realogy and Wyndham entered into a
supplemental agreement to specifically address the allocation of
certain liabilities under the IRS settlement.  Under the
Allocation Agreement, among other things, the parties specified
that Wyndham has sole responsibility for taxes and interest
associated with additional recognition of gain on the sale of
vacation timeshares and that neither Wyndham nor Realogy has any
obligation to reimburse the other party under Section 8.12 of the
TSA for the elimination of any basis step up in assets.

Realogy and Wyndham are also parties to the Separation and
Distribution Agreement, dated July 27, 2006, by and among Cendant,
Realogy, Travelport and Wyndham, under which Realogy and Wyndham
separated from Cendant effective July 31, 2006.
                       About Realogy Corp.

Realogy Corp. -- http://www.realogy.com/-- a global provider of
real estate and relocation services with a diversified business
model that includes real estate franchising, brokerage, relocation
and title services.  Realogy's world-renowned brands and business
units include Better Homes and Gardens Real Estate, CENTURY 21,
Coldwell Banker, Coldwell Banker Commercial, The Corcoran Group,
ERA, Sotheby's International Realty, NRT LLC, Cartus and Title
Resource Group.  Collectively, Realogy's franchise systems have
approximately 15,000 offices and 270,000 sales associates doing
business in 92 countries around the world.

Headquartered in Parsippany, N.J., Realogy is owned by affiliates
of Apollo Management, L.P., a leading private equity and capital
markets investor.  Realogy fully supports the principles of the
Fair Housing Act.

Realogy carries a 'CC' corporate credit rating with a "developing"
outlook from Standard & Poor's Ratings Services.  S&P noted that
leverage was high, at 15x at March 2010, although this was an
improvement compared to 20x one year ago.


PCS EDVENTURES!.COM: President Grover Acquires 1,561 Shares
-----------------------------------------------------------
Robert O. Grover, PCS Edventures!.Com Inc.'s President, COO and
CTO, disclosed acquiring 1,561 shares of the Company's common
stock on July 15.  He now holds 361,582 common shares.  The shares
were issued for services rendered for the period July 1, 2010,
through July 15, 2010.

Boise, Idaho-based PCS Edventures!.com, Inc. (OTC BB: PCSV) --
http://www.edventures.com/-- is engaged in the design,
development and delivery of educational learning labs bundled with
related technologies and programs to the K-12 market worldwide.
The PCS suite of products ranges from hands-on learning labs in
technology-rich topics in Science, Technology, Engineering and
Math (STEM) to services rich in imagination, innovation, and
creativity.  PCS programs operate in over 6,000 sites in all 50
United States as well as in 17 countries internationally.

PCS Edventures!.com's balance sheet at March 31, 2010, showed
$1.3 million in total assets and $432,859 in total liabilities,
for a stockholder's equity of $950,711.

M&K CPAS PLLC expressed substantial doubt about the Company's
ability to continue as a going concern.  The firm noted that the
Company has suffered reoccurring losses and negative cash flow
from operations after auditing the Company's financial results for
fiscal 2010 and 2009.


REDDY ICE: Registers 2015 Notes for Exchange Offer
--------------------------------------------------
Reddy Ice Corporation filed with the Securities and Exchange
Commission a Form S-4 Registration Statement under the Securities
Act of 1933 to register $300,000,000 of 11.25% Senior Secured
Notes due 2015; and $139,400,000 of 13.25% Senior Secured Notes
due 2015.

Reddy Ice is offering to exchange $300,000,000 aggregate principal
amount of its 11.25% Senior Secured Notes due 2015 and
$139,400,000 aggregate principal amount of its 13.25% Senior
Secured Notes due 2015, each of which have been registered under
the Securities Act of 1933, as amended, for any and all of its
outstanding 11.25% Senior Secured Notes due 2015 and 13.25% Senior
Secured Notes due 2015, respectively.

No expiration date has been set for the exchange offers.  The
Company will not receive any cash proceeds from the exchange
offers.

A full-text copy of the registration statement is available at no
charge at http://ResearchArchives.com/t/s?66d0

                           About Reddy Ice

Reddy Ice Holdings, Inc. -- http://www.reddyice.com/--
manufactures and distributes packaged ice in the United States.
The company serves variety of customers in 31 states and the
District of Columbia under the Reddy Ice brand name.

As of March 31, 2010, the Company had total assets of $481,611,000
against total current liabilities of $26,506,000, long-term
obligations of $450,605,000, and deferred taxes and other
liabilities, net of $17,957,000, resulting in stockholders'
deficit of $13,457,000.

                          *     *     *

According to the Troubled Company Reporter on Feb. 23, 2010,
Moody's Investors Service assigned a B1 rating to Reddy Ice
Corporation's (a wholly owned subsidiary of Reddy Ice Holdings,
Inc.) proposed $300 million first lien senior secured notes due
2015.  The company plans to use proceeds from the first lien notes
to refinance its existing $240 million senior secured term loan
due 2012 and for general corporate purposes.

As reported by the TCR on March 30, 2010, Standard & Poor's
Ratings Services raised its corporate credit rating on Reddy Ice
Holdings Inc. to 'B-' from 'SD', and its wholly owned operating
company, Reddy Ice Corp., to 'B-' from 'CC'.  Following the
transaction, S&P withdrew the corporate credit rating on Opco.
S&P also raised its ratings on Holdings' remaining senior discount
notes (not exchanged) to 'CCC' from 'D'.  The recovery rating on
this debt remains unchanged at '6'.


RENAISSANT LAFAYETTE: Has Access to Cash Collateral Until Sept. 3
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Hon. Pamela Pepper of the
Eastern District of Wisconsin granted interim authorization to
Renaissant Lafayette, LLC, to obtain postpetition secured
financing from Amalgamated Bank, the Trustee of Longview Ultra
Construction Loan Investment Fund fka Longview Ultra 1
Construction Loan Investment Fund, and to use cash collateral
until September 3, 2010.  This is the eight time the bankruptcy
court entered an interim order allowing the cash use.

Funds will be granted the same superiority status and other
protections as set forth in the original interim DIP order, which
authorized the Debtor to, among other things, utilize any cash
currently held by it or obtained by it in the normal course of its
business through January 20, 2010, from rental income or
assessments from owners.

In the original interim order, the Court allowed the Debtor to
borrow from Amalgamated Bank up to an aggregate principal amount
of $116,742.  Interim authorization to obtain DIP financing has
already been granted eight times, on the same terms as stated in
the original interim DIP financing order.  The second interim DIP
order extended the original interim DIP order until March 3, 2010.
The Court entered a third interim order extending the original
interim order until April 5, 2010.  The fourth interim order
extended the original interim order until April 21, 2010; the
fifth interim order extended it until May 17, 2010; the sixth
interim order extended it until June 7, 2010; and the seventh
interim order extended the original interim order until July 9,
2010.

As reported in the TCR on March 16, 2010, the Debtor related that
Amalgamated Bank consented to the Debtor's continued use of cash
collateral.

In the eight interim order, the Debtor is authorized to borrow any
additional amounts (plus interest at an annual rate of 12.5%) that
were actually disbursed by the Lender following July 9, 2010, but
before the entry of the eight interim order.  The Debtor is
authorized to borrow from the Lender an additional aggregate
principal amount sufficient to cover budgeted expenses through
September 3, 2010 (plus interest at an annual rate of 12.5%)
pursuant to the terms of the original interim DIP order.  The
Lender will disburse the funds to the Debtor from week to week
pursuant to the budget, a copy of which is available for free at:

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

Forrest B. Lammiman, Esq., at Renaissant Lafayette LLC, the
attorney for the Debtor, explains that the Debtor needs the money
to fund its Chapter 11 case, pay suppliers and other parties.

A copy of the first interim order is available for free at:

               http://ResearchArchives.com/t/s?66e5

A copy of the second interim order is available for free at:

               http://ResearchArchives.com/t/s?66e6

Objections to the Debtor's request must be filed by August 9,
2010.

                    About Renaissant Lafayette

Oak Brook, Illinois-based Renaissant Lafayette LLC is the owner of
a 280-unit luxury condominium development in Milwaukee named Park
Lafayette.  The project is at the intersection of North Prospect
Avenue and Lafayette Place in Milwaukee.  So far, 39 units were
sold.

The Company filed for Chapter 11 bankruptcy protection on December
23, 2009 (Bankr. E.D. Wis. Case No. 09-38166).  Forrest B.
Lammiman, Esq., at Meltzer, Purtill & Stelle LLC, assists the
Company in its restructuring effort.  The Company listed
$50,000,001 to $100,000,000 in assets and $100,000,001 to
$500,000,000 in liabilities.


RIVIERA HOLDINGS: Section 341(a) Meeting Scheduled for Aug. 26
--------------------------------------------------------------
The U.S. Trustee for Region 17 will convene a meeting of Riviera
Holdings Corporation, et al.'s creditors on August 26, 2010, at
1:00 p.m.  The meeting will be held at Foley Federal Building and
U.S. Courthouse 300 Las Vegas Boulevard, South, Room 1500, Las
Vegas, NV 89101.

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.

                     About Riviera Holdings

Riviera Holdings, through its wholly-owned subsidiary, Riviera
Operating Corporation, owns and operates the Riviera Hotel &
Casino located in Las Vegas, Nevada, which consists of a hotel
comprised of five towers with 2,075 guest rooms, including 177
suites, and which has traditional Las Vegas-style gaming,
entertainment and other amenities.

In addition, Riviera Holdings, through its wholly-owned
subsidiary, Riviera Black Hawk, Inc., owns and operates the
Riviera Black Hawk Casino, a casino in Black Hawk, Colorado and
has various non-gaming amenities, including parking, buffet-styled
restaurant, delicatessen, a casino bar and a ballroom.

Riviera Holdings together with the two affiliates filed for
Chapter 11 on July 12 in Las Vegas, Nevada (Bankr. D. Nev. Case
No. 10-22910).  Riviera Holdings' petition listed assets and debts
of $100 million to $500 million. Attorneys at Gordon Silver
represent the Debtors in the Chapter 11 cases.


RIVIERA HOLDINGS: Taps Gordon Silver as Bankruptcy Counsel
----------------------------------------------------------
Riviera Holdings Corporation, et al., have asked for authorization
from the U.S. Bankruptcy Court for the District of Nevada to
employ Gordon Silver as bankruptcy counsel.

Gordon Silver will:

    a. prepare motions, applications, answers, orders, reports,
       and other papers in connection with the administration of
       the Debtors' estates;

    b. take actions in connection with a plan or plans of
       reorganization and related disclosure statement(s) and all
       related documents, and further actions as may be required
       in connection with the administration of the Debtors'
       estates;

    c. take actions to protect and preserve the estates of the
       Debtor, including the prosecution of actions on the
       Debtor's behalf, the defense of any actions commenced
       against the Debtors, the negotiation of disputes in which
       the Debtors is involved, and the preparation of objections
       to claims filed against the Debtor's estates; and

    d. perform other necessary legal services in connection with
       the prosecution of these Chapter 11 case.

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

         Paraprofessionals                   $130-$175
         Associates                          $185-$395
         Shareholders                        $425-$650

To the best of the Debtors' knowledge, GS is "disinterested" as
that term is defined in Section 101(14) of the Bankruptcy Code.

                     About Riviera Holdings

Riviera Holdings, through its wholly-owned subsidiary, Riviera
Operating Corporation, owns and operates the Riviera Hotel &
Casino located in Las Vegas, Nevada, which consists of a hotel
comprised of five towers with 2,075 guest rooms, including 177
suites, and which has traditional Las Vegas-style gaming,
entertainment and other amenities.

In addition, Riviera Holdings, through its wholly-owned
subsidiary, Riviera Black Hawk, Inc., owns and operates the
Riviera Black Hawk Casino, a casino in Black Hawk, Colorado and
has various non-gaming amenities, including parking, buffet-styled
restaurant, delicatessen, a casino bar and a ballroom.

Riviera Holdings together with the two affiliates filed for
Chapter 11 on July 12 in Las Vegas, Nevada (Bankr. D. Nev. Case
No. 10-22910).  Riviera Holdings' petition listed assets and debts
of $100 million to $500 million. Attorneys at Gordon Silver
represent the Debtors in the Chapter 11 cases.


RIVIERA HOLDINGS: Taps XRoads as Financial & Restructuring Advisor
------------------------------------------------------------------
Riviera Holdings Corporation, et al., have sought permission from
the U.S. Bankruptcy Court for the District of Nevada to employ
XRoads Solutions Group, LLC, as financial and restructuring
advisor.

XRoads will, among other things:

    a. review and analyze the business, operations, liquidity
       situation, assets and liabilities, financial condition,
       and prospects of the Debtors;

    b. assist the Debtors with the development of multi-year
       financial projections under various operating scenarios;

    c. analyze the Debtors' debt service capacity and long-term
       financing needs;

    d. perform valuation analyses under various assumptions
       with respect to some and/or all of the Debtors'
       operations/assets;

XRoads has agreed to provide its restructuring services and
bankruptcy compliance services on an hourly basis and according to
the terms in its retention agreement with the Debtor.  No copy of
the agreement was provided.

The Debtors have tendered amounts totaling $200,000 as an advance
to XRoads.  A portion of the Advance ($87,608.70) was applied
against fees and expenses incurred during the period immediately
preceding the commencement of the Chapter 11 Cases resulting in a
"net" Advance balance of $112,392.30 as of the Petition Date.  The
unapplied portion of the Advance will be held as a retainer and
applied against post-petition fees and expenses as specifically
directed and approved by this Court.

To the best of the Debtors' knowledge, XRoads is "disinterested"
as that term is defined in Section 101(14) of the Bankruptcy Code.

                     About Riviera Holdings

Riviera Holdings, through its wholly-owned subsidiary, Riviera
Operating Corporation, owns and operates the Riviera Hotel &
Casino located in Las Vegas, Nevada, which consists of a hotel
comprised of five towers with 2,075 guest rooms, including 177
suites, and which has traditional Las Vegas-style gaming,
entertainment and other amenities.

In addition, Riviera Holdings, through its wholly-owned
subsidiary, Riviera Black Hawk, Inc., owns and operates the
Riviera Black Hawk Casino, a casino in Black Hawk, Colorado and
has various non-gaming amenities, including parking, buffet-styled
restaurant, delicatessen, a casino bar and a ballroom.

Riviera Holdings together with the two affiliates filed for
Chapter 11 on July 12 in Las Vegas, Nevada (Bankr. D. Nev. Case
No. 10-22910).  Riviera Holdings' petition listed assets and debts
of $100 million to $500 million. Attorneys at Gordon Silver
represent the Debtors in the Chapter 11 cases.


RIVIERA HOLDINGS: To Enter Into Backstop Commitment Agreement
-------------------------------------------------------------
Riviera Holdings is seeking approval from the U.S. Bankruptcy
Court to enter into and perform under the backstop commitment
agreement with those senior secured lenders that are a party to
the agreement and pay certain related fees and expenses,
BankruptcyData.com reports.

BData says Riviera proposes to pay the backstop lenders commitment
fees on these terms:

    (i) If the $20,000,000 Series B Term Loan is funded and the
        $10,000,000 Working Capital Facility is fully committed on
        the Substantial Consummation Date of the Plan, 5% of the
        equity in Reorganized Debtor;

   (ii) In the event of the termination of the Agreement under
        certain circumstances, a fee of $1,000,000;

  (iii) In the event the Series B Term Loan is not made, but the
        entire Working Capital Facility is available as provided
        for in the Plan, a fee of $300,000."

                       About Riviera Holdings

Riviera Holdings, through its wholly-owned subsidiary, Riviera
Operating Corporation, owns and operates the Riviera Hotel &
Casino located in Las Vegas, Nevada, which consists of a hotel
comprised of five towers with 2,075 guest rooms, including 177
suites, and which has traditional Las Vegas-style gaming,
entertainment and other amenities.

In addition, Riviera Holdings, through its wholly-owned
subsidiary, Riviera Black Hawk, Inc., owns and operates the
Riviera Black Hawk Casino, a casino in Black Hawk, Colorado and
has various non-gaming amenities, including parking, buffet-styled
restaurant, delicatessen, a casino bar and a ballroom.

Riviera Holdings together with the two affiliates filed for
Chapter 11 on July 12 in Las Vegas, Nevada (Bankr. D. Nev. Case
No. 10-22910).  Riviera Holdings' petition listed assets and debts
of $100 million to $500 million. Attorneys at Gordon Silver
represent the Debtors in the Chapter 11 cases.


SAND HILL: U.S. Trustee Forms 5-Member Creditors Committee
----------------------------------------------------------
William T. Neary, the U.S. Trustee for Region 6, appointed five
members to the official committee of unsecured creditors in the
Chapter 11 cases of Sand Hill Foundation, LLC, et al.

The Creditors Committee members are:

1. David Barber
   Omni Industrial Solutions, LLC
   7031 Bryce Canyon Ave.
   Greenwell Springs, LA 70739
   Tel: (225) 445-0465
        (318) 525-3550
   Fax: (318) 524-3551
   E-mail: dbarber@osp.cc

2. Heath Nutt
   Little Nutt Oil Co.
   344 Klondike St.
   Carthage, TX 75633
   Tel: (903) 754-2211
        (903) 693-6121
   E-mail: littlenutt@aol.com

3. Anthony W. Price
   Shreveport Mack Sales, Inc.
   P.O. Box 5857
   Bossier City, LA 71171
   Tel: (318) 453-4343
        (318) 742-1383
   E-mail: awprice@shreveport-mack.com

4. Mark Morris
   Evergreen Tank Solutions
   711 W. Bay Area Blvd., Suite 560
   Webster, TX 77598
   Tel: (281) 557-3018
   E-mail: marc.morris@evergreentank.com

5. Elam A. "Freddy" Nixon
   Bass Drilling, Inc.
   c/o Preis & Roy, P.L.C.
   24 Greenway Plaza, Suite 2050
   Houston, Texas 77046
   Tel: (713) 355-6062
   Fax: (713) 572-9129

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

Center, Texas-based Sand Hill Foundation, LLC, 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 Company in its restructuring effort.  The
Company estimated its assets and debts at $10,000,001 to
$50,000,000.


SAND HILL: Gets Final Okay to Use Cash Collateral
-------------------------------------------------
Sand Hill Foundation, LLC, et al., sought and obtained final
authorization from the Hon. Bill Parker of the U.S. Bankruptcy
Court for the Eastern District of Texas to use the cash collateral
of Sabine State Bank & Trust Co.

The Debtors have entered into several commercial security
agreements with Sabine whereby Sabine was granted security
interests in accounts, rents, moneys, payments, general
intangibles and proceeds therefrom.  Debtor Sand Hill Foundation,
LLC entered into a Factoring Agreement with Security Agreement
with Power Funding, Ltd., whereby Power Funding, Ltd., was granted
a security interest in inter alia accounts, proceeds from the
accounts, deposit accounts, general intangibles and proceeds
therefrom.

Power Funding, Ltd., purchased certain accounts receivable from
the Debtor prior to the Petition Date.  Proceeds of any purchased
account in the possession of the Debtors or received by the
Debtors is the property of Power Funding and are held in trust for
the benefit of Power Funding.  The proceeds aren't cash collateral
and may not be utilized by the Debtors.  The proceeds should be
delivered to Power Funding.

Jeffrey Wels Oppel, Esq., at Oppel, Goldberg & Saenz P.L.L.C., the
attorney for the Debtors, 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/Sand_Hill_budget.pdf

In exchange for using the cash collateral, the Debtors will pay
Sabine the non-default fixed payment as provided by a particular
obligation, as the case may be.

The Debtors will grant Sabine and Power Funding replacement
security interests and liens on all of the Debtor's existing and
hereafter acquired assets of the same type and category and that
Sabine and Power Funding had a lien on before the Petition Date,
and on all cash and non-cash proceeds of all of the foregoing, but
only to the extent and in the priority of Sabine and Power
Funding's liens on the assets prior to the Petition Date, which
post-petition liens will be deemed to be valid, perfected, non-
avoidable and effective from the Petition Date.

The Debtors promise to provide the lenders monthly reports.

Center, Texas-based Sand Hill Foundation, LLC, 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 Company in its restructuring effort.  The
Company estimated its assets and debts at $10,000,001 to
$50,000,000.


SEDONA DEVELOPMENT: Has Until October 4 to Access Specialty's Cash
------------------------------------------------------------------
The Hon. Redfield T. Baum of the U.S. Bankruptcy Court for the
District of Arizona authorized, on a second interim basis, Sedona
Development Partners, LLC, and The Club at Seven Canyons, LLC, to
access the cash collateral until 5 p.m., Arizona time, on
October 4, 2010.

As reported in the Troubled Company Reporter on July 19, Specialty
Financial and Specialty Trust, Inc., claimed that there exists a
principal balance due and owing under the loans in excess of
$54,384,000 secured by one or more of the parcels comprising the
property, and portions of the income.

The Debtors would use the revenue derived from the golf course and
related facilities to fund its postpetition operations, plus a 10%
variance on the entire budget.

                About Sedona Development Partners

Sedona Development Partners owns an 18-hole golf course and
related properties, including luxury villas, a practice park,
range house, tennis courts and related facilities in Sedona,
Arizona, known generally as Seven Canyons.  The Club at Seven
Canyons, LLC, operates the golf course and related facilities for
SDP.  SDP is the manager and sole member of the Club.

Sedona Development Partners filed for Chapter 11 bankruptcy
protection on May 27, 2010 (Bankr. D. Ariz. Case No. 10-16711).
The Club At Seven Canyons filed a separate Chapter 11 petition
(Bankr. D. Ariz. Case No. 10-16714).  John J. Hebert, Esq., Philip
R. Rudd, Esq., and Wesley D. Ray, Esq., at Polsinelli Shughart PC,
serve as the Debtor's bankruptcy counsel.  Lender Specialty Trust
is represented by Joseph E. Cotterman, Esq., and Nathan W.
Blackburn, Esq., at Gallagher & Kennedy, P.A.  Sedona listed
$10,000,001 to $50,000,000 in assets and $50,000,001 to
$100,000,000 in liabilities.


SHERWOOD/CLAY: Plan Confirmation Hearing Set for August 6
---------------------------------------------------------
The Hon. Douglas D. Dodd of the U.S. Bankruptcy Court for the
Middle District of Louisiana will consider on August 6, 2010, at
11:00 a.m., the confirmation of Sherwood/Clay-Austin Lights LLC's
Plan of Reorganization.

Ballots accepting or rejecting the amended plan, objections to the
amended plan are due on July 29, 2010 at 5:00 p.m.

The Debtor must file a summary of ballots indicating the number of
ballots cast and percentage of ballots in favor of the plan, and
copies of ballots, no later than August 4, at 12:00 noon local
time.

As reported in the Troubled Company Reporter on February 23,
according to the Disclosure Statement, the Plan contemplates
payment of all allowed claims against the Debtor based upon the
sale of the property to New Hope Investors II, L.L.C., the
purchaser.  It is not anticipated that the holders of membership
interest will receive any distribution.

All property of the estate and the property will be transferred to
the purchaser on the effective date.

Under the Plan, each holder of an allowed general unsecured claim
will receive a monthly payment of interest only at the rate of
7.0% annum, commencing 30 days after the effective date, with a
balloon payment of all unpaid principal and interest and other
sums comprising the allowed Class 4 claim due and payable in full
on the fifth anniversary of the effective date.  Estimated
percentage recovery is 100% of the $235,539 claim.

The purchaser will act as the disbursing agent under the Plan and
make all distributions required under the Plan.

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

               About Sherwood/Clay-Austin Lights LLC

Baton Rouge, Louisiana-based Sherwood/Clay-Austin Lights LLC filed
for Chapter 11 bankruptcy protection on November 2, 2009 (Bankr.
M.D. La. Case No. 09-11725).  Douglas S. Draper, Esq., who has an
office in New Orleans, Louisiana, assists the Company in its
restructuring efforts.  The Company listed $10,000,001 to
$50,000,000 in assets and $10,000,001 to $50,000,000 in
liabilities.


SKYWORKS VENTURES: N.J. Court Says Involuntary Ch. 7 in Bad Faith
-----------------------------------------------------------------
Charles Toutant at New Jersey Law Journal reports that U.S.
Bankruptcy Judge Raymond Lyons in Trenton, New Jersey, said
Scarola Ellis' bid to place Skyworks Ventures Inc. in Chapter 7
bankruptcy was made in "bad faith".  Judge Lyons held that Scarola
Ellis filed the involuntary bankruptcy petition against Skyworks
Ventures to pressure a settlement in a district court suit.

The report relates Scarola Ellis of New York claims Skyworks
Ventures of Jamesburg, N.J., owes it $200,000 in legal fees, while
the former client says in a related suit in U.S. District Court in
the Southern District of New York that Scarola Ellis engaged in
overbilling and legal malpractice.

According to the report, Judge Lyons said the law firm must pay
punitive damages, attorney fees and costs for its bad-faith
filing.  Judge Lyons set a Sept. 8 hearing date to determine the
amount of fees, costs and punitive damages.

This "use of the bankruptcy process for an improper purpose"
constituted bad faith that warranted punitive damages, and, while
the bankruptcy law is intended to benefit creditors as a group,
Scarola Ellis's actions were intended to benefit only itself,
Judge Lyons wrote, according to the report.

According to the report, the lawyer for Skyworks Ventures in the
involuntary bankruptcy case, Joseph DiPasquale of Trenk,
DiPasquale, Webster, Della Fera & Sodono in West Orange, N.J.,
says, "the filing of the involuntary petition by a sole
petitioning creditor was reckless, given the obvious exposure for
attorneys' fees, costs and punitive damages."

The report adds that Scarola Ellis, in a statement issued by
Marshall Bilder of Sterns & Weinroth in Trenton, its counsel in
the District of New Jersey action, said it hopes to show it acted
reasonably in the face of a bankruptcy process begun against a
related entity by other creditors "and a very real concern that
not all creditors and issues would be considered. We believe that
the company had acknowledged its debt to us and that the filing we
made was the correct course of action in light of that other
proceeding."

A copy of the decision is available at no charge at:

     http://www.leagle.com/unsecure/page.htm?shortname=inbco20100715742

The case is In re: Skyworks Ventures, Inc., 10-24459.  Joseph J.
DiPasquale, Esq., at Trenk, DiPasquale, Webster, Della Fera &
Sodono, P.C., represents the Alleged Debtor.  Jay L. Lubetkin,
Esq., at Rabinowitz Lubetkin & Tully, L.L.C., represents Scarola
Ellis in the bankruptcy case.


SMART ONLINE: Atlas Capital Pays $19.6 Mil. for 40% Stake
---------------------------------------------------------
Geneva, Switzerland-based Atlas Capital, SA, disclosed that as of
July 1, 2010, it has acquired, in the aggregate, 7,265,269 shares
-- or roughly 40% -- of Smart Online Inc. Common Stock either from
Smart Online or from other shareholders of the Company.  Atlas has
paid an aggregate of $19,644,247.08 for the shares from corporate
funds, including 56,206 shares acquired from Dennis Michael Nouri
-- the former President and Chief Executive Officer of Smart
Online -- pursuant to a note cancellation agreement.  In exchange
for the shares acquired from Mr. Nouri, Atlas cancelled a note
under which Mr. Nouri owed Atlas principal and interest totaling
$85,117.

Atlas acquired the shares of Common Stock for investment purposes.
Subject to, among other things, the Company's business prospects,
prevailing prices, and market conditions, Atlas may purchase
additional shares of Common Stock and/or other securities of the
Company from time to time in the open market, in privately
negotiated transactions, or otherwise.  In addition, one of Atlas'
investment goals is diversification, which may require Atlas to
sell shares of Common Stock.  Accordingly, Atlas may, from time to
time, make decisions to sell shares of Common Stock based upon
then-prevailing market conditions.

On April 1, 2010, Smart Online sold a Note to Atlas in the
principal amount of $350,000, due November 14, 2013.  On June 2,
2010, the Company sold a Note to Atlas in the principal amount of
$600,000, and on July 1, 2010, the Company sold a Note to Atlas in
the principal amount of $250,000, each of which Notes are due
November 14, 2013, and were issued upon substantially the same
terms and conditions as the previously issued Notes.

The Company is obligated to pay interest on the Notes at an
annualized rate of 8% payable in quarterly installments commencing
three months after the purchase date of the Notes.  The Company
does not have the ability to prepay the Notes without the approval
of Noteholders holding at least a majority of the principal amount
of the Notes then outstanding.

                        About Smart Online

Headquartered in Durham, North Carolina, Smart Online, Inc. (OTC
BB: SOLN) -- http://www.smartonline.com/-- develops and markets
software products and services targeted to small  businesses that
are delivered via a Software-as-a-Service (SaaS), or SaaS, model.
The Company also provides website consulting services, primarily
in the e-commerce retail industry products and services.

                           *     *     *

The Company's balance sheet as of March 31, 2010, showed
$1,146,666 in assets and $17,453,810 of liabilities, for a
stockholders' deficit of $16,307,144.


SMURFIT-STONE: Officers Dispose of Shares of Stock
--------------------------------------------------
In separate Form 4s filed with the U.S. Securities and Exchange
Commission, these officers disclose the number of shares of
Smurfit-Stone Container Corporation Common and Restricted Stocks
that they own as of July 1, 2010:

                                           No. of Shares
                                    -------------------------
  Name/Position                     Common         Restricted
  -------------                     ------         ----------
  Ronald Hackney                    14,303           35,520
  Sr. VP - Human Resources

  Craig Hunt                         4,903           39,913
  Sr. VP, Secretary &
  General Counsel

  Steven Klinger                     1,126          234,783
  President and Chief
  Operating Officer

  John L. Knudsen                    2,946           35,520
  SVP Supply Chain &
  Board Sales

  Michael R. Oswald                  4,072           31,304
  SVP & Gen. Mgr -
  Recycling Division

  Steven Strickland                     61           39.913
  SVP - Container
  Operations

  Mark O'Bryan                       1,034           22,174
  SVP - Strat Initiatives
  & CIO

  Michael P. Exner                       -           39,913
  SVP & GM - Containerboard
  Mills

  Matthew Todd Denton                    -           22,174
  SVP - Planning & Analysis

  Paul Kaufman                           -           22,174
  SVP and Controller

  Susan Neumann                          -           22,174
  SVP Corp Communications

In separate Form 4s filed on July 15, 2010, these officers
disclosed that they disposed of these number of shares of common
stock:

                                            Ownership
                          Shares              After
  Name                   Disposed   Price  Transaction    Date
  ----                   --------   -----  -----------    ----
  Ronald Hackney            2,377  $20.24     11,926    07/14/10
                               33   20.41     11,893    07/14/10

  Craig Hunt                  811   20.24      4,092    07/14/10
                               12   20.41      4,080    07/14/10

  John Knudsen                468   20.24      2,478    07/14/10
                                8   20.41      2,470    07/14/10

  Mark O'Bryan                173   20.24        861    07/14/10
                                2   20.41        859    07/14/10

  Michael Oswald              679   20.24      3,393    07/14/10
                               11   20.41      3,382    07/14/10

                      About Smurfit-Stone

Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com/--
is one of the leading integrated manufacturers of paperboard and
paper-based packaging in North America and one of the world's
largest paper recyclers.  The Company operates 162 manufacturing
facilities that are primarily located in the United States and
Canada.  The Company also owns roughly one million acres of
timberland in Canada and operates wood harvesting facilities in
Canada and the United States.  The Company employs roughly 21,250
employees, 17,400 of which are based in the United States.  For
the quarterly period ended September 30, 2008, the Company
reported roughly US$7.450 billion in total assets and
US$5.582 billion in total liabilities on a consolidated basis.

Smurfit-Stone and its U.S. and Canadian subsidiaries filed for
Chapter 11 protection on January 26, 2009 (Bankr. D. Del. Lead
Case No. 09-10235).  Certain of the company's affiliates,
including Smurfit-Stone Container Canada Inc., a wholly owned
subsidiary of SSCE, and certain of its affiliates, filed to
reorganize under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Canada.

Smurfit-Stone joined pulp- and paper-related bankruptcies as
rising Internet use hurts magazines and newspapers.  Corporacion
Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy
in October.  Quebecor World Inc., a magazine printer and Pope &
Talbot Inc., a pulp-mill operator, also sought cross-border
bankruptcies for their operations in the U.S. and Canada.

James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M.
Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in
Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware,
serve as the Debtors' bankruptcy counsel.  PricewaterhouseCoopers
LLC, serves as the Debtors' financial and investment consultants.
Lazard Freres & Co. LLC acts as the Debtors' investment bankers.
Epiq Bankruptcy Solutions LLC acts as the Debtors' notice and
claims agent.

The Company's Plan of Reorganization, which was confirmed by the
U.S. Bankruptcy Court on June 21, 2010, and recognized by a
Canadian court order, became effective July 1.

The Plan provides that 2.25% of the new Smurfit-Stone common stock
pool will be distributed pro rata to the Company's previous
preferred stockholders and 2.25% percent of the New Smurfit-Stone
common stock pool will be distributed pro rata to the Company's
previous common stockholders.


SMURFIT-STONE: Reorganized Smurfit to Release Results August 3
--------------------------------------------------------------
Smurfit-Stone Container Corporation (NYSE: SSCC) will announce
financial results for the second quarter ended June 30 on Tuesday,
Aug. 3, prior to the opening of the New York Stock Exchange.

The Company will host a one-hour earnings conference call and
webcast for analysts, institutional investors and shareholders at
10 a.m. ET on Tuesday, Aug. 3, to discuss Smurfit-Stone's results
for the second quarter of 2010.

    Conference Call & Webcast

    Tuesday, Aug. 3, 2010

    10 a.m. Eastern Time

         * Live dial-in telephone number: U.S. (888) 679-8037 or
           international (617) 213-4849

         * Passcode: 20306220 (Please dial in 10 minutes before
           conference call start time)

         * The call will also be webcast and available at:
           www.smurfit-stone.com

    Replays

         * A telephone replay will be available through Aug. 17,
           2010 at U.S. (888) 286-8010 or international (617)
           801-6888

         * Passcode: 16228881
         * A replay of the webcast will also available at
           www.smurfit-stone.com


                      About Smurfit-Stone

Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com/--
is one of the leading integrated manufacturers of paperboard and
paper-based packaging in North America and one of the world's
largest paper recyclers.  The Company operates 162 manufacturing
facilities that are primarily located in the United States and
Canada.  The Company also owns roughly one million acres of
timberland in Canada and operates wood harvesting facilities in
Canada and the United States.  The Company employs roughly 21,250
employees, 17,400 of which are based in the United States.  For
the quarterly period ended September 30, 2008, the Company
reported roughly US$7.450 billion in total assets and
US$5.582 billion in total liabilities on a consolidated basis.

Smurfit-Stone and its U.S. and Canadian subsidiaries filed for
Chapter 11 protection on January 26, 2009 (Bankr. D. Del. Lead
Case No. 09-10235).  Certain of the company's affiliates,
including Smurfit-Stone Container Canada Inc., a wholly owned
subsidiary of SSCE, and certain of its affiliates, filed to
reorganize under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Canada.

Smurfit-Stone joined pulp- and paper-related bankruptcies as
rising Internet use hurts magazines and newspapers.  Corporacion
Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy
in October.  Quebecor World Inc., a magazine printer and Pope &
Talbot Inc., a pulp-mill operator, also sought cross-border
bankruptcies for their operations in the U.S. and Canada.

James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M.
Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in
Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware,
serve as the Debtors' bankruptcy counsel.  PricewaterhouseCoopers
LLC, serves as the Debtors' financial and investment consultants.
Lazard Freres & Co. LLC acts as the Debtors' investment bankers.
Epiq Bankruptcy Solutions LLC acts as the Debtors' notice and
claims agent.

The Company's Plan of Reorganization, which was confirmed by the
U.S. Bankruptcy Court on June 21, 2010, and recognized by a
Canadian court order, became effective July 1.

The Plan provides that 2.25% of the new Smurfit-Stone common stock
pool will be distributed pro rata to the Company's previous
preferred stockholders and 2.25% percent of the New Smurfit-Stone
common stock pool will be distributed pro rata to the Company's
previous common stockholders.


SMURFIT-STONE: Works with Missoula Officials to Sell Mill
---------------------------------------------------------
The local officials of Missoula, Montana, praised Smurfit-Stone
Container Corporation for diligently appeasing creditors and
making good-faith efforts to find a buyer for its closed
Frenchtown mill, The Missoulian reports.

During the Plant's closure, Smurfit-Stone owed more than
$1,000,000 in back taxes, penalties, and interest but paid off
all its debt.

The Missoulian notes that Smurfit-Stone has even assigned an
agent to work with officials to help sell the Frenchtown Mill.

Evan Barrett, chief economic development officer of Montana
Governor Brian Schweitzer, in an interview with The Missoulian,
reveals that there are several parties that are interested in
buying the Frenchtown Mill.  However, he notes that he cannot
reveal more information due to confidentiality agreements.

Mr. Barrett, however, hinted that most of the queries fall under
biomass energy production and one company is interested in the
facility for its salvage value, and another in collaborating with
other entities to create multiple forms of alternative energy.

Betsy Cohen of The Missoulian reported that agents hired by
Smurfit-Stone will narrow down the list of potential buyers and
will reveal names after July 23, 2010.

                      About Smurfit-Stone

Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com/--
is one of the leading integrated manufacturers of paperboard and
paper-based packaging in North America and one of the world's
largest paper recyclers.  The Company operates 162 manufacturing
facilities that are primarily located in the United States and
Canada.  The Company also owns roughly one million acres of
timberland in Canada and operates wood harvesting facilities in
Canada and the United States.  The Company employs roughly 21,250
employees, 17,400 of which are based in the United States.  For
the quarterly period ended September 30, 2008, the Company
reported roughly US$7.450 billion in total assets and
US$5.582 billion in total liabilities on a consolidated basis.

Smurfit-Stone and its U.S. and Canadian subsidiaries filed for
Chapter 11 protection on January 26, 2009 (Bankr. D. Del. Lead
Case No. 09-10235).  Certain of the company's affiliates,
including Smurfit-Stone Container Canada Inc., a wholly owned
subsidiary of SSCE, and certain of its affiliates, filed to
reorganize under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Canada.

Smurfit-Stone joined pulp- and paper-related bankruptcies as
rising Internet use hurts magazines and newspapers.  Corporacion
Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy
in October.  Quebecor World Inc., a magazine printer and Pope &
Talbot Inc., a pulp-mill operator, also sought cross-border
bankruptcies for their operations in the U.S. and Canada.

James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M.
Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in
Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware,
serve as the Debtors' bankruptcy counsel.  PricewaterhouseCoopers
LLC, serves as the Debtors' financial and investment consultants.
Lazard Freres & Co. LLC acts as the Debtors' investment bankers.
Epiq Bankruptcy Solutions LLC acts as the Debtors' notice and
claims agent.

The Company's Plan of Reorganization, which was confirmed by the
U.S. Bankruptcy Court on June 21, 2010, and recognized by a
Canadian court order, became effective July 1.

The Plan provides that 2.25% of the new Smurfit-Stone common stock
pool will be distributed pro rata to the Company's previous
preferred stockholders and 2.25% percent of the New Smurfit-Stone
common stock pool will be distributed pro rata to the Company's
previous common stockholders.


SPECIALTY TRUST: Amends List of Largest Unsecured Creditors
-----------------------------------------------------------
Specialty Trust, Inc., has filed with the U.S. Bankruptcy Court
for the District of Nevada an amended list of its 12 largest
unsecured creditors, disclosing:

   Entity                      Nature of Claim      Claim Amount
   ------                      ---------------      ------------
The Bank of New York
101 Barclay Street - 4W       Subordinated
New York, NY 10286            Unsecured Note         $29,064,444

La Jolla Bank, FSB
390 West Valley Parkway       Guarantor of Loan
Escondido, CA 92025           to 5th & Lincoln        $6,400,000

La Jolla Bank, FSB            Guarantor of Loan
390 West Valley Parkway       to Oak Creek
Escondido, CA 92025           Condominiums, LLC       $3,840,000

La Jolla Bank, FSB
390 West Valley Parkway       Guarantor of Loan
Escondido, CA 92025           to JFP 1330 LLC         $3,020,000

Joseph Jay Schneider III       Guarantor of Loan
Caroline Schneider             to Oak Creek
65559 East Morning Vista Lane  Condominiums,
Cave Creek, AZ 85331           LLC                      $372,582

National Title Co.            Foreclosure fees           $13,809

Jill Savini Design            Printing and
                              mailing costs               $5,000

US Bank                       Administration and
                              Transaction fees            $3,900

Ballard & Spahr LLP           Legal fees                  $3,753

State of Maryland Department  Personal property
of Assessments & Personal     return for REIT as
Property Division             of 1/1/10                     $300

Great Basin Internet Services Internet domain
                              name renewal                   $35

Informative Research          Fee for credit
                              report                         $21

Reno, Nevada-based Specialty Trust, Inc., filed for Chapter 11
bankruptcy protection on April 20, 2010 (Bankr. D. Nev. Case No.
10-51432).  Sallie B. Armstrong, Esq., at Downey Brand, assists
the Company in its restructuring effort.  The Company listed
$100,000,001 to $500,000,000 in assets and $50,000,001 to
$100,000,000 in liabilities.

These affiliates filed separate Chapter 11 petition:

                                                Petition
  Debtor                              Case No.     Date
  ------                              --------     ----
Specialty Acquisition Corp.            10-51437  04/20/10
  Assets: $10 mil. to $50 mil.
  Debts: $10 mil. to $50 mil.
SAC II                                 10-51440  04/20/10
  Assets: $10 mil. to $50 mil.
  Debts: $1 mil. to $10 mil.


SPECIALTY TRUST: Cash Collateral Use Gets 3rd Interim OK
--------------------------------------------------------
The Hon. Gregg W. Zive of the U.S. Bankruptcy Court for the
District of Nevada granted, for the third time, interim
authorization to Specialty Trust, Inc., et al., for the use of the
cash collateral.

Sallie B. Armstrong, Esq., at Downey Brand LLP, the attorney for
the Debtors, explained that the Debtors need the money to fund
their Chapter 11 case, pay suppliers and other parties.

U.S. Bank National has consented to the use of the cash
collateral.

The Debtors will submit to the prepetition secured lenders weekly
cash report every Friday, by no later than 2:00 p.m., Pacific
Time, following the immediately-preceding week for which the
weekly cash report pertains.

The Court ruled that the amount of each of the cash collateral
used by the Debtors during the period covered by the third interim
order will conclusively be deemed to be an amount equal to: (a) a
fraction equal to the amount of the that lender's cash collateral
received by the Debtors during the period covered by the third
interim order divided by the total cash collateral received by the
Debtors during the period covered by the third interim order.

A status conference on the Debtors' request to use cash collateral
was set for July 19, 2010, at 11:00 a.m. to address the status of
the Debtors' use of the cash collateral and to schedule the final
hearing.

The Court ruled that Deutsche Bank National Trust Company, in its
capacity as Indenture Trustee under certain indentures dated
July 1, 2005 and March 1, 2009, is adequately protected by reason
of the existence of an equity cushion in that the value of the
collateral securing each of the obligations for which it acts
exceeds the amount of those obligations.

Deutsche Bank, in its status report, said that the Debtors haven't
carried their burden of demonstrating that Deutsche Bank's
interest in the cash collateral that the Debtors propose to use is
adequately protected by an equity cushion.  Deutsche Bank stated
that the Debtors ought to be required to grant Deutsche Bank a
replacement lien to provide the bank with adequate protection for
the Debtors' proposed use of its cash collateral.

Deutsche Bank said that "it is unclear when the parties will be
prepared to proceed with an evidentiary hearing regarding the
Debtors' request to use the cash collateral or, indeed, precisely
what issues, if any, will be litigated at that hearing."

Deutsche Bank believes that it would be appropriate for the Court
to authorize the Debtors to continue to use cash collateral on the
same terms as the Court's prior orders and to set the matter for a
continued status conference in mid-August 2010.

Deutsche Bank is represented by Lionel Sawyer & Collins and
Morgan, Lewis & Bockius LLP.

              Debtors File Fourth Amended Budget

On May 28, 2010, the Debtors submitted a notice of second amended
budget, together with an amended DIP operating budget for the
period April 26, 2010 through October 1, 2010.  On June 21, 2010,
the Debtors submitted the notice of third amended budget, together
with an amended DIP operating budget for the period April 26, 2010
through October 1, 2010.

The Debtors filed with the Court an amended budget for the period
July 19, 2010, through December 31, 2010.  The fourth amended
budget extends the budgeted period for an additional one week, so
that it ends October 8, 2010, instead of October 1, 2010.

The Debtors propose an additional advance under its existing loan
to CIC & S, LLC, in the amount of $83,500 to be used for
construction costs.  While Specialty Trust's existing loan to
CIC&S already has a loan-to-value ratio of more than 100%, without
the proposed advance, the borrowers won't get the certificate
occupancy for the property and won't be able to make payments on
the Specialty Trust loan.  Specialty Trust is currently receiving
$7,500 per month on the loan.  Payments will increase to $15,000
per month once the certificate of occupancy is issued and
additional units are rented.

The proposed advance in the amount of $5,000 on the existing
Johnson loan is a relatively small additional advance on a
performing 12% loan with a loan-to-value-ratio of less than 25%.

The Debtors no longer need to fund the $229,000 amount on the
Nadador loan that was scheduled for the week of September 20 in
the third amended budget, as Nadador is able to raise its own
capital through a sale of one of its own assets.

The budgeted amounts to be paid to the Debtors' professionals have
been adjusted to reflect updated estimates.  The Debtors'
bankruptcy counsel, and perhaps other estate professionals, are
accruing fees greater than the amounts budgeted for in the fourth
amended budget.  The Debtors say that it is anticipated that those
unpaid accruing amounts that aren't reflected as expenditures in
the fourth amended budget will be sought to be paid later when
cash flow improves.

The third amended budget provided for the payment of $50,000 of
fees to the members of Specialty Trust's board of directors during
the week of July 5, 2010.  The Debtors said that the board has
voted to defer the payment of the fees and thus the $50,000
expenditure that was previously budgeted for the week of July 5
hasn't been paid, nor has been budgeted to be paid during the
period of the fourth amended budget.

A copy of the fourth amended budget is available for free at:

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

                    About Specialty Trust

Reno, Nevada-based Specialty Trust, Inc., together with two
affiliates, filed for Chapter 11 bankruptcy protection on April
20, 2010 (Bankr. D. Nev. Case No. 10-51432).  Sallie B. Armstrong,
Esq., at Downey Brand, assists the Company in its restructuring
effort.  The Company listed $100,000,001 to $500,000,000 in assets
and $50,000,001 to $100,000,000 in liabilities.


TALECRIS BIOTHERAPEUTICS: Moody's Reviews 'B1' Corp. Family Rating
------------------------------------------------------------------
Moody's Investors Service placed the ratings of Talecris
Biotherapeutics Holdings' under review for possible downgrade
following Grifols, S.A.'s announced capital structure and Moody's
assignment of prospective ratings to Grifols including a B1
Corporate Family Rating, a (P)Ba3 to its proposed senior secured
credit facility and a (P)B3 to its unsecured bridge facility.
Grifols plans to acquire Talecris for about $4.0 billion
(including net debt).  Grifols' ratings were assigned under the
assumption that Talecris' existing debt would be taken out.  This
transaction is not expected to close until the fourth quarter of
2010, subject to regulatory and shareholder approvals.  Talecris'
SGL-3 rating remains unchanged at this time.

Assuming the transaction triggers a change in control, Moody's
understand that bondholders have the option to put the bonds at
101%.  If the acquisition closes, Moody's rating review will
consider: (1) whether any Talecris debt remains outstanding; (2)
if Grifols plans to guarantee this debt; or (3) if separate
standalone financial statements for Talecris will be available.
If all of Talecris' debt is taken out, or if there are no separate
financial statements to be provided to assess non-guaranteed
Talecris debt, the company's ratings would likely be withdrawn.

If Talecris bondholders do not put back all existing notes, given
Grifols' proposed capital structure, the rating on Talecris'
unsecured notes, even in the event of a guarantee from Grifols, is
likely to fall to B3, in line with Grifols' proposed unsecured
facility at (P)B3.

Moody's last rating action on Talecris was taken on June 7, 2010
when Moody's changed the company's rating outlook to developing
from stable following the announcement that Grifols planned to
acquire Talecris.

Ratings placed under review for possible downgrade:

Talecris Biotherapeutics Holdings Corp.

* Corporate Family Rating at Ba3
* PDR at Ba3
* Senior unsecured notes at B1, LGD4, 65%

Talecris Biotherapeutics, Inc., is a leading global manufacturer
of plasma-derived, protein-based products for individuals
suffering from life-threatening diseases.  Talecris began
operations on April 1, 2005, when the US assets of Bayer AG's
worldwide plasma derived products business were acquired by
financial sponsors, Cerberus Capital Management and Ampersand
Ventures.


TEXAS RANGERS: Greenberg Traurig Confirms Cuban's Interest
----------------------------------------------------------
Eric Morath at Dow Jones Daily Bankruptcy Review reports that
Greenberg Traurig LLP attorney Clifton Jessup, Esq., introduced
himself in court Thursday as a representative for a Mark Cuban
company that is potentially interested in buying the Texas
Rangers.

Mark Cuban owns the Dallas Mavericks basketball team in the
National Basketball Association.

Mr. Morath notes that Mr. Cuban has publicly said he was
considering making a bid for the Rangers, either alone or as part
of a group, but he had not previously been officially named in
court among the parties interested in buying the team.  According
to the report, Mr. Cuban's attorney, Mr. Jessup, has attended
hearings held in the team's bankruptcy case this week, but did not
name his client prior to Thursday.

A group that includes former star pitcher Nolan Ryan, the team's
president, and attorney Chuck Greenberg have made a more than $500
million bid for the Rangers.  That offer is set to serve as the
lead bid for the team at an upcoming auction.

So far, Major League Baseball has publicly cleared Ryan's group,
Houston businessman Jim Crane and Dallas investor Jeff Beck to
make bids on the Rangers.

Dow Jones Daily Bankruptcy Review reports that Judge Lynn said
Thursday he will not delay the Aug. 4 auction for Texas Rangers.

                        About Texas Rangers

Texas Rangers Baseball Partners owns and operates the Texas
Rangers Major League Baseball Club, a professional baseball club
in the Dallas/Fort Worth Metroplex.  TRBP is a Texas general
partnership, in which subsidiaries of HSG Sports Group LLC own a
100% stake.  Controlled by Thomas O. Hicks, HSG also indirectly
wholly-owns Dallas Stars, L.P., which owns and operates the Dallas
Stars National Hockey League franchise.  The Texas Rangers have
had five owners since the club moved to Arlington in 1972.  Mr.
Hicks became the fifth owner in the history of the Texas Rangers
on June 16, 1998.

In its petition, Texas Rangers Baseball Partners said it had both
assets and debt of less than $500 million.

Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtor.  Forshey & Prostok LLP serves as conflicts counsel.
Parella Weinberg Partners LP serves as financial advisor.

Lenders to the Texas Rangers sought to force the baseball team's
equity owners -- Rangers Equity Holdings, L.P. and Rangers Equity
Holdings GP, LLC -- into bankruptcy court protection (Bankr. N.D.
Tex. Case No. 10-43624 and 10-43625).   The lenders, a group that
includes investment funds Monarch Alternative Capital and
Kingsland Capital Management, filed an involuntary bankruptcy
petition on May 28 against the two companies.  The two companies
were not included in the May 24 Chapter 11 filing of TRBP.


TEXAS RANGERS: May Seek Court Help to Adjust Budget
---------------------------------------------------
Eric Morath at Dow Jones Daily Bankruptcy Review reports that
Judge D. Michael Lynn informed Texas Rangers president Nolan Ryan
on Wednesday he could turn to the court to help him add more
expensive players to the baseball team's roster.

Dow Jones relates that Mr. Ryan, while testifying during a hearing
at the Fort Worth, Texas, bankruptcy court, said budget
restrictions that Major League Baseball placed on the club have
made it difficult to add players.  MLB has been placing budget
restrictions on the team since it started providing financial
assistance to the Rangers last year.

According to the report, Judge Lynn told Mr. Nolan Ryan that now
that the team has filed for bankruptcy, he has additional options
to increase his budget.  As the team's bankruptcy lender, the
budget MLB sets for the Rangers is subject to court approval.

"MLB has right to review your budget, but you have the opportunity
to have MLB overruled," the report quotes Judge Lynn as saying.
He said he would try to reduce the level of "pain" the team must
endure during bankruptcy.


TLC AMERICAS: Judge Grants Interim DIP Financing from Parent
------------------------------------------------------------
American Bankruptcy Institute reports that bankruptcy Judge Joan
Feeney ruled Tuesday that TLC Americas LLC can use interim debtor-
in-possession financing from U.K. parent company, TLC Marketing
System Ltd.

Boston-based TLC Americas LLC operates marketing promotions for T-
Mobile USA and Levi's Dockers.

TLC Americas LLC filed for bankruptcy under Chapter 11 in Boston
on July 16 (Bankr. D. Mass. Case No. 10-17716).  The petition
listed assets and debts of $1,000,001 to $10,000,000.  The Company
owes $1.6 million to general unsecured creditors.  Kara Zaleskas,
Esq., at Duane Morris LLP, represents the Debtor in its Chapter 11
effort.


TRIBUNE CO: GreenCo Proposes to Settle With MediaNews Group
-----------------------------------------------------------
GreenCo, Inc., a debtor-affiliate of Tribune Co., seeks the
Court's authority to enter into a settlement with MediaNews Group,
Inc., formerly known as Affiliated Media, Inc.

GreenCo and Garden State Newspapers, Inc., a predecessor-in-
interest to MediaNews, on January 30, 1998, entered into an Option
Purchase Agreement, which, among other terms, granted GreenCo an
irrevocable option to purchase all of the assets and business
operations of the L.A. Daily News, in consideration of a payment
by GreenCo to MediaNews at the closing of $2,400,000.

Under the Option Agreement, GreenCo hold the right to exercise the
Option upon not less than 60 days' notice and not more than 90
days' notice at any time from January 30, 2003, until
January 30, 2010, whereupon the Option expired.

Pursuant to the Option Agreement, if GreenCo were to fail to
exercise the Option before it expired, the Option Cancellation
Amount would be due to GreenCo.  Specifically, the Option
Agreement provides that the Option Cancellation Amount is
$8,400,000 and an additional amount derived from, among other
things, the EBITDA of the L.A. Daily News over a particular time
period.

Prior to November 30, 2009, GreenCo advised MediaNews that it did
not intend to exercise the Option.  Consistent with that position,
GreenCo did not, in fact, exercise the Option prior to its
expiration on January 30, 2010.  GreenCo initially made a demand
upon MediaNews at the time it advised MediaNews that it did not
intend to exercise the Option for payment of the Option
Cancellation Amount, which GreenCo asserted was in the amount not
less than $8,400,000.

MediaNews responded to GreenCo's demand by disputing the amount
claimed by GreenCo, and asserting that GreenCo was liable to
MediaNews under the Option Agreement to pay the Option
Cancellation Amount for not less than $55,600,000.

Through subsequent correspondence, GreenCo disputed MediaNew's
claim, reiterated its own claim, and sought further information
from MediaNews necessary to calculate the final Option
Cancellation Amount, while MediaNews continued to dispute
GreenCo's claim and to assert its own claim.

MediaNews, on January 22, 2010, filed a voluntary petition under
Chapter 11 of the Bankruptcy Code and sought confirmation of a
prepackaged plan of reorganization.  GreenCo objected to
confirmation of MediaNews's prepackaged plan for the limited
purpose of ensuring that its claim against MediaNews for the
Option Cancellation Amount was preserved unaffected by MediaNews's
plan, which MediaNews confirmed on the record at the confirmation
hearing on its plan.

MediaNews, on March 1, 2010, filed a proof of claim in GreenCo's
Chapter 11 case for amounts it alleged were owed to it under the
Option Agreement in the face amount of $55,780,199, which proof of
claim was assigned Claim No. 6394.  GreenCo disputes the Proof of
Claim on numerous grounds, including timeliness and the bases
asserted by MediaNews for the amounts sought in the Proof of
Claim.

Notwithstanding the claims and defenses asserted by each party, in
an effort to avoid arbitration, counsel for MediaNews and GreenCo
have discussed a potential resolution of the parties' claims under
the Option Agreement.  As a result of these discussions, the
parties have entered into a stipulation to resolve all of their
potential claims and causes of action against each other relating
to the Option Agreement.  The Settlement Stipulation is available
for free at:

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

Pursuant to the Settlement, MediaNews will pay GreenCo $500,000.
MediaNews and GreenCo agree that the Option Agreement is
terminated, with no further force and effect.

                         About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on Dec. 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austion LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North Americal LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.

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


TRIBUNE CO: Opposes Wells Fargo Claims Adjudication Protocol
------------------------------------------------------------
Tribune Company and its debtor affiliates, the Official Committee
of Unsecured Creditors, and additional entities designated as the
"Settlement Supporters" oppose Wells Fargo Bank, N.A.'s motion to
adjudicate objections to Bridge Loan Claims in conjunction with
the plan confirmation proceedings.

Wells Fargo Bank, N.A., solely as successor administrative agent
under a $1.6 billion Senior Unsecured Interim Loan Agreement dated
as of December 20, 2007, has sought the Court's authority to
establish procedures for adjudicating objections to the Bridge
Loan Claims.

The Bridge Loan Claims, in the amount of $1,619,506,849, were
scheduled as undisputed in Tribune Company's Schedules of Assets
and Liabilities filed on June 12, 2009.  However, the Debtors'
Amended Joint Plan of Reorganization provides that if Bridge
Lenders do not vote to accept the Plan, the Bridge Loan Claims
will be deemed disputed and subject to disallowance.  Wells Fargo
complains that the Debtors threaten to pursue fraudulent
conveyance and avoidance theories to dispute the Bridge Lenders'
claims and to engage in "protracted litigation" with the Bridge
Lenders over the disallowance of their claims, which litigation
will not commence until several months after the Effective Date.
Accordingly, Wells Fargo has submitted the proposed procedures.

In response, the Debtors complain that Wells Fargo's request
threatens to fundamentally alter the confirmation hearing by
transforming it from a hearing on whether the settlement should be
approved into something entirely different.  According to the
Debtors, there is nothing inappropriate or unfair in resolving the
Bridge Loan Claims through the normal claims and adversary
proceeding process.

The Committee, meanwhile, contends that putting aside that the
Debtors' process is the one that should be followed during
exclusivity, the reason for the changes are simply not well-
founded or are greatly outweighed by the harm that the proposed
procedures would cause.  The Committee maintains that if the
Bridge Lenders vote in favor of the Plan, all of the underlying
issues become moot as the Debtors will never object to the Bridge
Loan Claims.  The Committee relates that the procedures the
Debtors have proposed in connection with confirmation of the Plan
are more than adequate to provide the Court and parties-in-
interest with information required to evaluate the Bridge Loan
Claims in connection with their assessment of the Global
Settlement and confirmation of the
Plan.

JPMorgan Chase Bank, N.A., agent for the Debtors' prepetition
senior lenders and a holder of senior loan claims; Angelo Gordon &
Co. LP, on behalf of certain funds and managed accounts holding
senior loan claims; Law Debenture Trust Company of New York,
solely in its capacity as successor indenture trustee for certain
series of the Debtors' prepetition senior notes; and Centerbridge
Credit Advisors LLC, on behalf of certain funds and managed
accounts holding senior notes claims -- the Settlement Supporters
-- complain that Wells Fargo has no legal or practical bases to
request the Court to establish Bridge Loan Claims Adjudication
Procedures.  The Settlement Supporters maintain that the issue for
confirmation is not trial of the Settled Claims but whether the
Court should approve the settlement.

                       Wells Fargo Talks Back

Wells Fargo, solely as successor administrative agent and not
individually under a $1.6 billion Senior Unsecured Interim Loan
Agreement, asserts that no party really addresses its central
position that adjudication of the allowance of the Bridge Loan
Claims during the Confirmation Proceedings will preserve judicial
resources, ensure procedural fairness and avoid undue prejudice.
According to Wells Fargo, the Objectors ignore the overall
efficiencies that would be achieved by the Court and other parties
by avoiding a duplicative, post-confirmation hearing on the
allowance of Bridge Loan Claims.

Wells Fargo maintains that it would be wasteful of the Court's
time and resources, and prejudicial to the Bridge Lenders if it
and other parties-in-interest were required to relitigate the
merits of the LBO-Related Causes of Action months after the Court
will have considered the probability of success associated with
those claims.

                  Debtors Seek Scheduling Order

The Debtors aver that it would be useful for the Court to
establish procedures regarding the conduct of the Plan
Confirmation Hearing.  To that end, the Debtors request, by cross-
motion, that the Court enter a preliminary pre-trial scheduling
order for the purpose of providing clarity to all parties as to
the schedule and evidentiary matters to be addressed at the Plan
Confirmation Hearing.  Specifically, the Debtors request that the
Court enter a Scheduling Order to:

   -- make clear that the determination does not, as Wells Fargo
      suggests, require a full blown trial on the merits of the
      claims to be settled;

   -- specify the nature of the evidentiary presentations that
      will be permitted; and

   -- allocate time for parties to make their presentations at
      the Confirmation Hearing.

The Committee supports the Debtors' request for Preliminary Pre-
Trial Scheduling Order.

           Wells Fargo, et al., Oppose Scheduling Order

Wells Fargo, Wilmington Trust Company, and the Credit Agreement
Lenders complain that the Cross-Motion is premature.

According to Wells Fargo, the Cross-Motion should be considered
only at a later date closer to the Confirmation Proceedings when
votes have been tallied, the Examiner's Report is issued,
discovery has been completed, and the precise confirmation issues
become clearer.  Wells Fargo asserts that it is premature for the
Debtors to propose a Scheduling Order almost two months before the
commencement of the Confirmation Proceedings.  According to Wells
Fargo, the Scheduling Order's proposed scope of expert and factual
testimony and allocation of time are highly prejudicial to it.
Until discovery is completed, it is too early to know whether
limiting the scope of testimony and expert reports pertaining to
the LBO-Related Causes of Action to the reasonableness of the
Global Settlement is appropriate, Wells Fargo adds.

Wilmington Trust Company, Successor Indenture Trustee for the
Exchangeable Subordinated Debentures due 2029 in the aggregate
principal amount of $1.2 billion issued in April 1999 by Tribune
Company, contends that the Cross-Motion and Proposed Scheduling
Order are so patently unconstitutional, so inconsistent with the
law and general Delaware Court procedure, and so offensive to
fundamental notions of fair case adjudication as to warrant
rejection out-of-hand.

"This is not some small retailer or family-owned tool and die
bankruptcy where the dispute is over the proper appraisal of a
piece of collateral machinery," contends Raymond H. Lemisch, Esq.,
at Benesch, Friedlander, Coplan & Aronoff LLP, in Wilmington,
Delaware, counsel to Wilmington Trust Company.  "This is the now
infamous $13 billion failure of the 110-odd Debtors that chiefly
comprise the Tribune media conglomerate, which failure was the
result of the Zell-orchestrated leveraged-buyout 11 months before
the bankruptcy filings," he adds.

Mr. Lemisch also complains that the Cross-Motion also strangely
fails to propose any procedure for adjudicating Wilmington Trust's
66-page proposed Amended Complaint for Equitable Subordination and
Disallowance of Claims, Damages, and Constructive Trust.

The Credit Agreement Lenders led by Contrarian Funds LLC assert
that the Cross-Motion is premature.  At this time, the Credit
Agreement Lenders note, a number of the basic facts that will
dictate the appropriate course and contours of the confirmation
hearing are not yet known.  According to the Credit Agreement
Lenders, it is too early to make informed decisions with respect
to the nature of the confirmation hearing now, without this
information available to the Court and other parties.  The Credit
Agreement Lenders further complain that the Cross-Motion is
imprecise, and potentially far-reaching.

                         *     *     *

Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District
of Delaware, on a hearing held July 14, 2010, said he will revisit
the issue on how much time he will devote at the plan confirmation
hearing to claims by some creditors relating to the 2007 leveraged
buyout transaction in a hearing to be held August 9, Bloomberg
News reported.

Although Judge Carey said a full-blown fraudulent transfer trial
isn't required before confirmation, the judge said the underlying
merits of the claims must addressed, the report added.

Judge Carey scheduled to convene a hearing on the confirmation of
the Debtors' reorganization plan on August 30.

                         About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on Dec. 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austion LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North Americal LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.

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


TRIBUNE CO: Wins OK to Assume Agreements With Carsey-Werner
-----------------------------------------------------------
Debtors Tribune Broadcasting Company; KPLR, Inc.; Tribune
Broadcast Holdings, Inc.; Tribune Television Company; Tribune
Television Holdings, Inc.; and WTXX Inc. received approval of
their motion to assume certain amended syndicated program
agreements with Carsey-Werner Distribution.

Prior to the entry of Bankruptcy Judge Kevin Carey's order, the
Debtors certified to the Court that no objection was filed as to
the Motion.

The Debtors program their television stations with a variety of
local news, sports, and general entertainment programming, much of
which is obtained from third-party program suppliers.  General
entertainment programming comprises the bulk of a television
station's daily broadcast schedule, and that programming has two
primary sources:

  (i) network programming that is provided to the station by a
      broadcast network and generally airs on a uniform schedule
      on all network-affiliated stations nationwide; and

(ii) syndicated programming that is provided to the station
      from third-party program suppliers, or "syndicators," for
      broadcast solely within a local designated market area,
      usually during negotiated time periods, or "windows."

Prior to the Petition Date, the Debtors, or stations owned by the
Debtors, entered into four syndicated program agreements with
Carsey-Werner for the popular television series That '70s Show.
Carsey-Werner is an independent distribution company that
specializes in the creative development and distribution of
quality, comedy programming for domestic and international
markets, and currently distributes 27 "off-network" series.  That
'70s Show is a 30-minute situation comedy aired daily by the
Debtors' television stations.  In all, That '70s Show comprises
16.5 hours per week of programming for the Debtors.

The Debtors view the Program Agreements as economically favorable
and desire to maintain them.  Among other things, the Debtors
note, the Program Agreements allow them to broadcast That '70s
Show in time periods that optimize the station's ability to retain
their audience from program to program and to otherwise manage
their broadcast schedules to greatest advantage.  Additionally,
the Debtors have the right to sell and insert commercial
advertisements within the syndicated programming and to retain all
the proceeds derived therefrom, an important source of revenue to
the Debtors.

As a result of recent discussions, the parties have agreed to
certain amendments to the Program Agreements, on the basis of
which the Debtors are prepared to assume those Agreements, as
amended.  The amended Program Agreements will reduce, effective
July 5, 2010, the weekly fees paid to Carsey-Werner in the
Portland and Hartford DMAs by approximately 35% and 20%, over the
remaining term of the Agreements.  The Debtors relate that their
aggregate savings over time from these reductions will be
approximately $445,000.  In addition, the Debtors maintain, the
amendments will expand the time period windows for them to air
That '70s Show in the Hartford, Portland, and Grand Rapids DMAs.

The Debtors and Carsey-Werner agree that the total amount that the
Debtors would be required to pay to "cure" prepetition defaults as
a condition of the assumption of the Program Agreements is
$143,483.

Copies of the Program Agreements, as amended, are available for
free at http://bankrupt.com/misc/Tribune_CarseyAgmt.pdf

                         About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on Dec. 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austion LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North Americal LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.

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


TRILOGY DEVELOPMENT: JE Dunn's Fights $12.4 Million Mechanic Lien
-----------------------------------------------------------------
Steve Vockrodt, staff writer at Business Journal of Kansas City,
reports that JE Dunn Construction Co. is defends its claim against
Trilogy Development Co. LLC, which is trying to invalidate JE's
$12.4 million lien on Trilogy's West Edge project.

According to the report, Trilogy asked a federal bankruptcy court
to render JE Dunn's mechanic lien as unsecured debt because the
company failed to follow strict Missouri law in providing notice
requirements in its construction paper but JE Dunn's argued that
the contract paper contained all the information required.

Kansas City, Missouri-based Trilogy Development Company, LLC, was
founded by advertising magnate Bob Bernstein to build his west
edge project.  The Company filed for Chapter 11 on May 15, 2009
(Bankr. W.D. Mo. Case No. 09-42219).  Jonathan A. Margolies, Esq.,
and R. Pete Smith, Esq., at McDowell, Rice, Smith & Buchanan
represent the Debtor in its restructuring efforts.  In its
petition, the Debtor disclosed assets and debts ranging from
$100 million to $500 million.


UAL CORP: Posts $273 Million Net Income for June 30 Quarter
-----------------------------------------------------------
UAL Corporation reported results for the second quarter ended
June 30, 2010.  "We are pleased to report a significant net profit
improvement in the quarter along with excellent operational
results across the company," said Glenn Tilton, UAL Corporation
chairman, president and CEO. "The United team continues to execute
across our critical operating, service and financial metrics and
this strong performance builds momentum that we take into our
planned merger with Continental Airlines later this year."

The Company reported a net income of $273.0 million on
$5.1 billion of total revenues for the three months ended June 30,
2010, compared with a net income of $28.0 million on $4.0 billion
of total revenues for the same period a year ago.

The Company ended the quarter with a total cash balance of
$5.2 billion, including an unrestricted cash balance of more than
$4.9 billion and restricted cash balance of $250 million.

In the second quarter, the Company generated $874 million of
positive operating cash flow and $801 million of positive free
cash flow, defined as operating cash flow less capital
expenditures. In the second quarter, the company had scheduled
debt and net capital lease payments of $135 million, and non-
aircraft capital expenditures of $73 million.

"We are clearly on the right path toward our goal of achieving
sustained and sufficient profitability across the economic cycle,"
said Kathryn Mikells, UAL Corporation executive vice president and
chief financial officer. "While there is more work needed, our
current results, including improvements in unit revenue, cost
control, cash flow and profit margin, demonstrate substantial
progress against our objective."

Total consolidated expense, including fuel and excluding non-cash
net mark-to-market hedge gains and certain accounting charges,
increased $455 million, or 11.1% year-over-year for the second
quarter.  Consolidated expense, excluding fuel, profit sharing
programs and certain accounting charges, was up $91 million or
3.1%. Total GAAP consolidated expense, including these items, was
up $816 million for the quarter.

Consolidated CASM, excluding fuel, profit sharing programs and
certain accounting charges, increased by 1.9% year-over-year in
the second quarter against a consolidated capacity increase of
1.1%. Mainline CASM, excluding fuel, profit sharing programs and
certain accounting charges, increased by 1.7% in the second
quarter, against a 1.6% decline in mainline capacity.  Mainline
and Consolidated CASM, including these items, were up 21.1% and
19.6% respectively, compared to the year-ago quarter.

A full-text copy of the Company's earnings release is available
for free at http://ResearchArchives.com/t/s?66e4

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?66c8

                    About UAL Corporation

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) --
http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest air
carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for Chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven
R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in
their restructuring efforts.  Fruman Jacobson, Esq., at
Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors.  Judge Eugene R. Wedoff
confirmed a reorganization plan for United on Jan. 20, 2006.  The
Company emerged from bankruptcy on Feb. 1, 2006.

Reorganized UAL Corp. carries a 'Caa1' probability of default
rating from Moody's, 'B-' long term foreign issuer credit rating
from Standard & Poor's, and 'CCC' long term issuer default rating
from Fitch.


UNICO INCORPORATED: Posts $1.1 Million Net Loss in Q1 Ended May 31
------------------------------------------------------------------
Unico, Incorporated, filed its quarterly report on Form 10-Q,
reporting a net loss of $1,076,692 for the three months ended
May 31, 2010, compared with a net loss of $1,004,132 for the three
months ended May 31, 2009.

For the three months ended May 31, 2010, and May 31, 2009, Unico
reported no revenues.

The Company's balance sheet at May 31, 2010, showed $6,191,920 in
assets and $19,808,292 of liabilities, for a stockholders' deficit
of $13,616,372.

HJ Associates & Consultants, LLP, in Salt Lake City, expressed
substantial doubt about the Company's ability to continue as a
going concern after auditing the Company's financial statements
for the year ended February 28, 2010.  The independent auditors
noted that the Company has incurred significant losses which have
resulted in an accumulated deficit and a deficit in working
capital.

The Company has accumulated $72,087,450 of net operating losses
through May 31, 2010.  The Company also had a deficit in working
capital of $19,798,947 as of May 31, 2010.

A full-text copy of the quarterly report is available for free at:

               http://researcharchives.com/t/s?66e3

San Diego, Calif.-based Unico, Incorporated has been engaged in
exploration and testing at the Deer Trail Mine through its
subsidiary, Deer Trail Mining Company, LLC.  Future exploration,
if any, at the Silver Bell Mine will be conducted through Unico's
subsidiary, Silver Bell Mining Company, Inc.


US AIRWAYS: Moody's Affirms 'Caa1' Corporate; Outlook Now Stable
----------------------------------------------------------------
Moody's Investors Service affirmed all of its debt ratings of U.S.
Airways Group, Inc., including the Caa1 Corporate Family and
Probability of Default ratings, the B3 rating on the $1.17 Billion
Senior Secured First Lien Term Loan due 2014, and the ratings on
the respective rated Industrial Revenue Bonds.  Moody's also
affirmed its ratings on all of the rated tranches of the Enhanced
Equipment Trust Certificates issued by USAirway's subsidiaries,
U.S. Airways, Inc. or U.S. Airways, LLC (formerly America West
Airlines, LLC).  Moody's also upgraded the Speculative Grade
Liquidity rating to SGL-3 from SGL-4 and changed the outlook to
stable from negative.

The upgrade of the Speculative Grade Liquidity rating follows the
increase in unrestricted cash notwithstanding that USAirways
traffic growth trailed that of its peers through the first six
months of 2010.  Similar to its industry peers, USAirways achieved
stronger growth of yields in the 2nd quarter of 2010 relative to
the growth it achieved in the 1st quarter.  Stronger yields are
the key driver of the build in the cash balance to $2.0 billion at
June 30, 2010.  Moody's believe that some cash burn is likely to
occur in the second half of 2010 as the Air Traffic Liability
declines in line with the normal seasonal pattern.  However,
Moody's anticipate that the sector's improved fundamentals and
ongoing capacity discipline will allow USAirways to sustain
unrestricted cash above $1.7 billion through the normal seasonal
trough in a U.S. airline's cash that typically occurs near the
calendar year end, and as long as the barrel price of oil remains
below $90.  Higher cash balances also increase the cushion with
minimum cash covenants of the company's credit card processing
agreement.

The stabilization of the outlook considers the modestly
strengthened liquidity profile and the positive effects of
improved industry fundamentals on forecasted credit metrics.
Moody's believes that these factors will continue to relieve near
term default risk by USAirways, notwithstanding Moody's
expectation of slower growth of airline operating metrics
(USAirways' and the sector's) in the second half of 2010 as
comparisons to prior year results become more difficult.

The stable outlook reflects Moody's anticipation of a more steady
demand environment and measured capacity growth by the U.S.
carriers, which should allow USAirways to maintain yields at
levels that allow it to modestly expand earnings and free cash
flow, leading to an improving credit metrics profile in upcoming
quarters.

The Caa1 Corporate Family rating considers the company's business
profile, which Moody's believes faces ongoing challenges relative
to those of its legacy carrier and low cost competitors.  "Having
fewer hubs in smaller cities, a smaller route network and
significantly fewer international ASM's as compared to its legacy
carrier peers place USAirways at a competitive disadvantage and
could inhibit its ability to sustain competitive passenger yields
over time," said Moody's Senior Analyst, Jonathan Root.  "In
addition, the domestic route focus increases competition with the
U.S. low cost carriers, which warrants ongoing vigilance on cost
controls to minimize the unit cost gap and increase the ability to
competitively price," continued Root.  Year-to-date June 2010
traffic results seem to demonstrate USAirways' challenging
position as it was the only airline to report a decline of RPMs,
which was also greater than the percentage decline of its
capacity.  USAirways' unrestricted cash to revenue remains the
lowest of the rated U.S. airlines and the company remains 100%
exposed to fuel price risk.  Credit metrics have recently improved
to levels more supportive of the Caa1 rating category and could
further strengthen through the remainder of 2010 if recent
performance trends continue, albeit at a slower pace relative to
that of the first half of 2010.  However, the orderbook for new
aircraft is large, leading to expectations of increasing debt and
a larger interest burden as deliveries restart from September
2011.

An outlook change to positive would be possible if unrestricted
cash is sustained at about or above 20% of revenue while sustained
positive free cash flow generation approaches 4% of debt, Debt to
EBITDA is less than 6.0 times and/or FFO + Interest to Interest is
sustained above 2.75.  The outlook could be changed to negative or
the ratings directly downgraded if the cost of jet fuel was to
quickly approach or exceed $2.50 per gallon and USAirways was not
able increase ticket prices to offset the higher fuel cost.  A
sustained decline in unrestricted cash to below $1.5 billion
during a period where the barrel price of oil remains below $90
could exert negative pressure on the ratings.  So could the
inability to control non-fuel operating costs or to sustain
competitive yields, either of which would challenge the company to
maintain its operations over the long-term.  Debt to EBITDA that
approaches 9.0 times, FFO + Interest to Interest below 1.5 times
or EBITDA margin below 15% could also place downwards pressure on
the ratings.

The last rating action was on February 3, 2010, when Moody's
affirmed the Caa1 Corporate Family and Probability of Default
ratings and.

Downgrades:

Issuer: Hillsborough County Aviation Authority, FL

  -- Senior Secured Revenue Bonds, Downgraded to LGD5, 89% from
     LGD5, 87%

Issuer: Indianapolis Airport Authority, IN

  -- Revenue Bonds, Downgraded to LGD5, 89% from LGD5, 87%

Issuer: Phoenix Industrial Development Authority, AZ

  -- Senior Unsecured Revenue Bonds, Downgraded to LGD5, 89% from
     LGD5, 87%

Issuer: US Airways Group, Inc.

  -- Senior Secured Bank Credit Facility, Downgraded to LGD3, 42%
     from LGD3, 36%

Upgrades:

Issuer: US Airways Group, Inc.

  -- Speculative Grade Liquidity Rating, Upgraded to SGL-3 from
     SGL-4

Outlook Actions:

Issuer: America West Airlines, Inc.

  -- Outlook, Changed To Stable From Negative

Issuer: US Airways Group, Inc.

  -- Outlook, Changed To Stable From Negative

Issuer: US Airways, Inc.

  -- Outlook, Changed To Stable From Negative

US Airways Group, Inc., based in Tempe, Arizona, through its
subsidiaries operates one of the largest airlines in the U.S. with
service throughout the U.S. as well as Canada, the Caribbean,
Latin America and Europe.


UTEX COMMUNICATIONS: Gets Continued Access to Cash Collateral
-------------------------------------------------------------
The Hon. Craig A. Gargotta of the U.S. Bankruptcy Court for the
Western District of Texas extended UTEX Communications Corp.'s
access to the cash collateral until the effective date of the
Plan.

The Debtor would use the cash collateral to fund its postpetition
operations.

As reported in the Troubled Company Reporter on April 14, 2010,
Main Street Mezzanine Fund, LP. holds liens on the Debtor's real
and personal property, including accounts receivable, inventory
and equipment.

As adequate protection for any diminution in value of the lenders'
collateral, the Debtors will grant Main Street postpetition liens
and a priority claim on the its Chapter 11 case.

                     About UTEX Communications

Austin, Texas-based UTEX Communications Corp., dba FeatureGroup
IP, filed for Chapter 11 bankruptcy protection on March 3, 2010
(Bankr. W.D. Texas Case No. 10-10599).  Patricia Baron Tomasco,
Esq., at Munch Hardt Kopf & Harr, P.C., assists the Company in its
restructuring effort.  The Company listed $100,000,001 to
$500,000,000 in assets and $10,000,001 to $50,000,000 in
liabilities.


UTEX COMMUNICATIONS: Plan Outline Hearing Set for August 23
-----------------------------------------------------------
The Hon. Craig A. Gargotta of the U.S. Bankruptcy Court for the
Western District of Texas will consider on August 23, 2010, at
1:30 p.m., the approval of a Disclosure Statement explaining UTEX
Communications Corp.'s Plan of Reorganization.  The hearing will
be held at Courtroom No. 1, Homer Thornberry Judicial Building,
903 San Jacinto Blvd., Third Floor, Austin, Texas.  Objections, if
any, are due on August 13.

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 anticipates that
all classes of claims will be paid in full.  However, the
resolution of the AT&T claim may not have occurred at the time of
Plan confirmation.  The outcome of the AT&T dispute will not
affect the treatment of allowed claims in Classes 1 through 4.  If
resolution of the AT&T dispute results in allowance of all, or
substantially all, of the AT&T claim, the Debtor's projected cash
flows will be inadequate to pay the allowed Class 5 Claims in full
within the term of the Plan.  For that reason, the Debtor's Plan
provides for Alternate Treatment of allowed Class 5 claims and
Class 6 Equity Interests in the event the resolution of the AT&T
dispute results in less than full payment to General Unsecured
Creditors.

Additionally, Worldcall, Inc. will contribute additional capital
of $60,000.

                        Treatment of Claims

Class 3 Secured Claim of Main Street Mezzanine Fund - MSMF will
        retain its first lien on substantially all of the Debtor's
        assets and will be paid the allowed amount of its secured
        claim in 120 monthly payments at 13% interest.

Class 4 Secured Claim of Worldcall, Inc. - Worldcall, Inc. will
        retain its second lien on substantially all of the
        Debtor's assets and will be paid the allowed amount of its
        secured claim in 120 monthly payments at 8% interest.

Class 5 Unsecured Claims - Unless an Alternate Treatment Event
        occurs, all allowed unsecured claims will be paid in full
        with 6% interest in 60 monthly payments.

Alternate Treatment: If the Alternate Treatment Event occurs, a
        recalculation of allowed Class 5 claims will be completed
        by the Debtor within 30 days of the Alternate Treatment
        Event. Each allowed Class 5 Claim will be paid its pro
        rata share of 60 equal monthly payments of $2,742 each and
        all funds recovered from the OCN Receivables in full
        satisfaction of each allowed claim.

Class 6 Equity Claims - Unless an Alternate Treatment Event
        occurs, holders of equity in the Debtor will retain
        interests but will receive no distribution of dividends
        until allowed claims of Classes 1 through 5 are paid in
        full.

Alternate Treatment: If an Alternate Treatment Event occurs, all
        equity in the Debtor will be cancelled.  Equity in the
        Reorganized Debtor will be acquired by the entity which
        provides sufficient and necessary cash or cash equivalent
        to the Debtor to constitute "new value".  The Debtor
        believes the amount of cash or cash equivalent necessary
        to constitute "new value" is not less than $100,000.

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

The Debtor is represented by:

     Joseph D. Martinec, Esq.
     Martinec, Winn, Vickers & McElroy, P.C.
     600 Congress Avenue, Suite 500
     Austin, TX 78701
     Fax: (512) 476-0750/476-0753
     E-mail: martinec@mwvmlaw.com

                     About UTEX Communications

Austin, Texas-based UTEX Communications Corp., dba FeatureGroup
IP, filed for Chapter 11 bankruptcy protection on March 3, 2010
(Bankr. W.D. Texas Case No. 10-10599).  Patricia Baron Tomasco,
Esq., at Munch Hardt Kopf & Harr, P.C., assists the Company in its
restructuring effort.  The Company listed $100,000,001 to
$500,000,000 in assets and $10,000,001 to $50,000,000 in
liabilities.


VISION SOLUTIONS: Double-Take Stockholders OK Merger Agreement
--------------------------------------------------------------
Double-Take Software, Inc.'s stockholders approved the proposal to
adopt the previously announced merger agreement with Vision
Solutions, Inc., a portfolio company of Thoma Bravo, LLC, and HA
Merger Sub, Inc., a wholly-owned subsidiary of Vision Solutions.

The affirmative vote of the holders of a majority of the
outstanding shares of the Company's common stock was required to
approve the proposal to adopt the merger agreement.  According to
the final vote tally of shares of Double-Take Software common
stock, approximately 71% of the outstanding shares of Double-Take
Software common stock as of June 18, 2010, the record date for the
special meeting, were voted to approve the proposal to adopt the
merger agreement.  Under the terms of the merger agreement, the
Company's stockholders will receive $10.55 in cash for each share
of Double-Take Software common stock they hold.

Subject to the satisfaction or waiver of certain conditions set
forth in the merger agreement and discussed in the Definitive
Proxy Statement on Schedule 14A filed by Double-Take Software with
the Securities and Exchange Commission on June 21, 2010, Double-
Take expects the merger contemplated by the merger agreement to
close on July 23, 2010, and that Double-Take Software's common
stock will cease to trade on NASDAQ as of the close of business on
July 23, 2010.

At the effective time of the merger, Double-Take will become a
wholly-owned subsidiary of Vision Solutions.

                    About Double-Take Software

Headquartered in Southborough, Massachusetts, Double-Take(R)
Software is a leading provider of affordable software for
recoverability, including continuous data replication, application
availability and system state protection.  Double-Take Software
products and services enable customers to protect and recover
business-critical data and applications such as Microsoft
Exchange, SQL, and SharePoint in both physical and virtual
environments.  With its unparalleled partner programs, technical
support, and professional services, Double-Take Software is the
solution of choice for more than nineteen thousand customers
worldwide, from SMEs to the Fortune 500.

                    About Vision Solutions Inc.

Vision Solutions, Inc., is a leading provider of high
availability, disaster recovery and system management solutions
for IBM Power Systems(R). Vision Solutions supports its worldwide
customers in achieving their business goals through its leading-
edge technologies and its global network of partners.  A portfolio
company of Thoma Bravo, LLC, Vision Solutions is headquartered in
Irvine, California with offices worldwide.  For more information,
visit www.visionsolutions.com.

                            *     *     *

As reported in the Troubled Company Reporter on June 21, 2010,
Moody's Investors Service assigned a B1 corporate family rating to
first time issuer Vision Solutions, Inc.  Moody's also assigned B1
ratings to Vision's pending senior secured debt facilities.  The
new debt facilities will be used to finance the acquisition of
Double-Take Software, Inc. for $242 million.  The ratings outlook
is stable.


VISTEON CORP: Court OKs Valuation Services for E&Y
--------------------------------------------------
Visteon Corp. obtained the U.S. Bankruptcy Court's authority to
further expand the scope of employment of Ernst & Young LLP to
provide certain valuation services nunc pro tunc to April 1, 2010.

Prior to the entry of the Court's order, the Debtors certified to
the Court that no objection was filed as to their request.

The Debtors have requested that Ernst & Young provide valuation
services in connection with the acquisition by one of their non-
debtor affiliates of Visteon Automotive (India) Private Limited,
Inc.  Pursuant to the Acquisition, a non-debtor affiliate
purchased approximately 49% of the remaining common stock of
Visteon Automotive (India) for approximately $1.3 million.

The Debtors expect Ernst & Young to provide these valuation
services:

  * General Valuation Services:

    -- conducting interviews with Visteon Automotive (India)'s
       senior management;

    -- considering applicable economic, industry, and
       competitive environments, including relevant historical
       and future estimated trends;

    -- applying various valuation techniques using, where
       appropriate, financial data based on a market participant
       perspective; and

    -- preparing a letter report summarizing the methodologies
       employed in Ernst & Young's analysis, the assumptions on
       which that analysis was based, and calculations of fair
       value;

  * Real Property Valuation Services:

    -- performing valuation services in connection with Visteon
       Automotive (India)'s real property, including valuation
       of land, buildings, and building environments;

    -- gathering and assessing information from interviews with
       management and operations personnel at Visteon Automotive
       (India), along with electronic fixed asset listings;

    -- analyzing the values of owned land, buildings, and site
       improvements using sales comparison and cost approaches;

    -- rationalizing the building and site improvement value
       conclusions; and

    -- determining economic support for real property asset
       values and adjusting values as required.

  * Personal Property Valuation Services:

    -- performing valuation services in connection with Visteon
       Automotive (India)'s personal property, including
       machinery and equipment, tools and molds, warehouse
       equipment, vehicles, leasehold improvements, and other
       personal property assets;

    -- performing valuations of certain personal property assets
       on an in-use and liquidation basis;

    -- gathering and assessing information from interviews with
       management and operations personnel at the subject
       properties along with electronic fixed asset listings;

    -- calculating the reproduction costs for personal property
       assets through application of asset-class-specific
       indices and normal-useful-life analysis;

    -- researching and estimating current replacement costs for
       major asset systems and categories of assets;

    -- comparing current replacement costs to the estimated
       production cost calculation to identify more efficient or
       cost-effective technologies, or layering of new
       technology costs in the asset ledgers, as applicable;

    -- considering applicable functional and technological
       differences between the subject assets and replacement
       systems, including excess operating costs and
       underutilization; and

    -- conducting a liquidation analysis of Visteon Automotive
       (India)'s assets, including reviewing the market for
       recent sales evidence of similar assets within the region
       to develop liquidation values of personal property asset;

  * Intangible Asset Valuation Services:

    -- performing valuation services in connection with Visteon
       Automotive (India)'s intangible assets, including
       customer relationships, loss contracts, and workforce;

    -- identifying other valuable intangible assets; and

    -- collecting data and conducting interviews with Visteon
       Automotive (India)'s management to obtain the information
       and assumptions needed to identify all relevant
       intangible assets, including leveraging information and
       assumptions from previous valuation analyses.

  * Debt Valuation Services

    -- performing valuation services on Visteon Automotive
       (India)'s debt, including considering Visteon Automotive
       (India)'s credit worthiness;

    -- in the absence of a readily obtainable credit rating,
       performing analyses of the historical and projected
       financial statements of Visteon Automotive (India) for
       the purposes of estimating credit rating;

    -- conducting interviews with Visteon Automotive (India)'s
       management concerning the details of certain debt;

    -- considering publicly available prices and yields on
       similar debt; and

    -- applying a discounted cash flow model on the interest and
       principle of certain debt to determine its fair value.

The Debtors have agreed to the modifications of Ernst & Young's
terms of compensation structure.

The Debtors relate that the effect of the amendments is to
clarify that they are responsible for the taxes resulting from
Ernst & Young's services.  The Amendments remove June 30, 2010,
as the outside date for the applicability of Ernst & Young's 2010
billing rates.  The 3% lockstep annual rate increase, which is
set to occur on and after January 1, 2011, has also been removed
so that the parties may negotiate appropriate rate increases
contemporaneously with work performed.

                         About Visteon Corp.

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The Company has corporate offices in
Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany.  It has facilities in 27 countries and employs roughly
35,500 people.  The Company has assets of US$4,561,000,000 and
debts of US$5,311,000,000 as of March 31, 2009.

Visteon Corporation and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
efforts.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor is Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.

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


VISTEON CORP: Reaches Deal With Aurelius on Stock Purchase
----------------------------------------------------------
Aurelius Capital Management, LP, and certain of its affiliates
filed a Form 13D with the U.S. Securities and Exchange Commission
on April 19, 2010, in which they made certain disclosures
concerning their beneficial ownership of Visteon Corporation
common stock.

The Debtors relate that after receiving notice of the Form 13D
filing, they contacted Aurelius Capital Master, Ltd., ACP Master,
Ltd., and Aurelius Convergence Master, Ltd., to inform that they
intended to file an objection in the Bankruptcy Court to
Aurelius' purchase of Visteon Corp. common stock due to concern
that the ownership of more than 6.4 million shares of Visteon
stock might constitute a violation of a June 19, 2010 Bankruptcy
Court order.

The June 19 Order refers to a final order establishing
notification and hearing procedures for certain transfers of
Visteon common stock, pursuant to which Substantial Shareholders
are required to give notice of, among other things, intent to
purchase, acquire, or accumulate common stock of Visteon.

The Aurelius Entities that each Aurelius entity should be treated
as a separate Beneficial Owner for purposes of the June 19 Final
Order.  The Debtors, however, do not take a position on the
matter.  The Debtors believe that the question of whether the
Aurelius Entities should be treated as separate Beneficial Owners
is a question best resolved by the Internal Revenue Service.

Counsel for the Debtors and the Aurelius Entities have engaged in
substantive, cooperative discussions in an effort to consensually
resolve the Potential Objection and ultimately reached a
stipulation on the matter.

The Parties' Stipulation provides, among others, that:

  (a) Based on the representation of Aurelius that each Aurelius
      Entity is a separate Beneficial Owner, the Debtors are not
      required to file an objection at this time asserting that
      Aurelius has violated the procedures set forth in the
      Final Order.  Nothing will be deemed a waiver by the
      Debtors of their rights under the Final Order to declare
      the acquisition of Common Stock by Aurelius to be null
      and void under the Final Order.

  (b) The Debtors will apply to the Service for a Private Letter
      Ruling to confirm that the Aurelius Entities will not be
      treated as an "entity" within the meaning of Treasury
      Regulations for purposes of determining whether Visteon
      experienced an owner shift involving a 5% shareholder
      under Section 382 of the Internal Revenue Code of 1986, as
      amended.

  (c) After the Service issues a Ruling or chooses not to issue
      a Ruling, each of the Debtors and the Aurelius Entities
      reserves its rights to seek an order of the Bankruptcy
      Court granting that relief as it deems appropriate.

  (d) Nothing will be interpreted to suggest that the Stock
      Sales violated the procedures in the Final Order, or to
      prevent the Aurelius Entities from selling any Common
      Stock.

                         About Visteon Corp.

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The Company has corporate offices in
Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany.  It has facilities in 27 countries and employs roughly
35,500 people.  The Company has assets of US$4,561,000,000 and
debts of US$5,311,000,000 as of March 31, 2009.

Visteon Corporation and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
efforts.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor is Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.

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


VISTEON CORP: Third Circuit Reverses Ruling on Retiree Benefits
---------------------------------------------------------------
The United States Court of Appeals for the Third Circuit has
reversed U.S. District Court for the District of Delaware's order
that affirmed Bankruptcy Judge Christopher Sontchi's ruling
permitting Visteon Corporation to terminate the provision of
retiree health and life insurance benefits of without complying
with Section 1114 of the Bankruptcy Code.

The Industrial Division of the Communications Workers of America,
as the representative of approximately 2,100 retirees from
Visteon's manufacturing facilities in Connersville and Bedford,
Indiana, appealed the District Court's order to the Third
Circuit.

Both the Bankruptcy Court and the District Court reasoned that it
would be unreasonable to interpret Section 1114 as limiting an
employer's right to modify or terminate benefits during the
pendency of a Chapter 11 bankruptcy proceeding, if the employer
could unilaterally terminate those benefits outside of bankruptcy
pursuant to a reservation of rights clause in the benefit plan.
Since Visteon reserved the right to unilaterally terminate the
retiree benefits, the lower courts concluded that Congress did
not intend Section 1114 to limit that right.

On appeal, the Union argued that the plain language and
legislative history of Section 1114 compel exactly the result the
lower courts avoided.

In a 95-page opinion, the Third Circuit held that the plain
language of Section 1114 is very clear in that "it restricts a
debtor's ability to modify any payments to any entity or person
under any plan, fund or program in existence when the debtor
files for Chapter 11 bankruptcy, and it does so notwithstanding
any other provision of the bankruptcy code."

Accordingly, the Third Circuit reversed the March 31, 2010 order
of the District Court on the Visteon retiree benefits.  The Third
Circuit ruling means Visteon are to reinstate the payment of
retiree benefits, which ceased in May 2010.

The Third Circuit recognized that majority of bankruptcy and
district court that have addressed the same issue -- among them
the court presiding over the bankruptcy case of Delphi Corp. --
have concluded that Section 1114 does not limit a debtor's
ability to terminate benefits during bankruptcy when it has
reserved the right to do so in applicable plan documents.  The
Third Circuit also realized that its conclusion appears to be in
tension with the decision of the Second Circuit in LTV Steel Co.
v. United Mine Workers (In re Chateaugay Corp.)

"We are convinced that in reaching these contrary conclusions as
to the scope of Section 1114, these courts mistakenly relied on
their own views about sensible policy, rather than on the
congressional policy choice reflected in the unambiguous language
of the statute," the Third Circuit held.

The Third Circuit reminded the parties that the Section 1114
protections terminate upon plan confirmation.  "Therefore,
Section 1114 is neither entirely nor permanently in
derogation of underlying contractual rights," the Third Circuit
opined.  "For the most part, all Section 1114 guarantees retirees
is a voice, and some minimal amount of leverage, in a process
that could otherwise be nothing short of devastating to them and
to their families and communities."

The Third Circuit Opinion was signed by Chief Judge McKee and
Circuit Judges Rendell and Stapleton.

The Third Circuit specifically remanded the matter to the
District Court with instructions that it enter an order reversing
the Bankruptcy Court's order on the termination of the Visteon
retiree benefits.  The District Court will direct the Bankruptcy
Court to order Visteon to take action necessary to immediately
restore all terminated or modified benefits to their pre-
termination/modification levels.

The District Court is also directed to compel the Bankruptcy
Court to consider arguments from the parties as to whether
Visteon should be required to reimburse the retirees for any
costs incurred due to the termination of their benefits between
May 1, 2010 and July 13, 2010, the date the Third Circuit ruling
was entered.

A full-text copy of the 95-page Third Circuit Opinion on the
termination of Visteon's retiree benefits is available for free
at:

http://bankrupt.com/misc/Visteon_3rdCirOrdon1114Ruling_Jul13.pdf

                       IUE-CWA's Statement

"IUE-CWA took on this fight to make sure that the rights of our
retirees were respected by Visteon and the courts," said IUE- CWA
President Jim Clark.  "It is never easy to win an appeal but we
knew that the Connorsville and Bedford retirees deserved every
opportunity to save their benefits.

"IUE-CWA will continue to press Visteon to enter into a fair
settlement that protects and rewards our members for their many
decades of service to this company."

The Division is contacting Visteon to demand that the company
immediately comply with the court's orders.

Division attorneys pointed out that with the company in
bankruptcy, it may still seek to modify or terminate the retiree
benefits.  However, it can no longer do so unilaterally.

Visteon has two weeks to appeal the court's ruling.

                         About Visteon Corp.

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The Company has corporate offices in
Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany.  It has facilities in 27 countries and employs roughly
35,500 people.  The Company has assets of US$4,561,000,000 and
debts of US$5,311,000,000 as of March 31, 2009.

Visteon Corporation and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
efforts.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor is Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.

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


VISTEON CORP: Wins Nod to Sell 46.6% Interest in TMD
----------------------------------------------------
Visteon Corp. received authorization from the U.S. Bankruptcy
Court to sell its 46.6% equity interest in Toledo Molding & Die,
Inc., for $10.5 million, free and clear of all liens, claims,
encumbrances and other interests, pursuant to a stock purchase
agreement dated as of June 24, 2010.

In 2000, when Visteon was still an affiliate of Ford Motor
Company, Ford assigned to Visteon the shares of TMD that Ford had
purchased throughout the 1990s -- 299,647.3 shares representing
46.6% of the outstanding capital stock of TMD.

Ford and Visteon saw Visteon's ownership of TMD as a way to
develop local, lower-cost manufacturing for selected
technologies.

As part of certain accommodation agreements with North American
customers during the Debtors' Chapter 11 cases, Visteon reduced
its U.S.-based interiors business in the last few months.  With
this reduction, the TMD joint venture no longer retains a
strategic benefits for Visteon, says James E. O'Neill, Esq., at
Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware.

Mr. O'Neill relates that TMD has become a smaller supplier to
Visteon than when the Joint Venture was first created, making
Visteon's continued ownership in TMD less significant to
Visteon's overall sourcing practice.  Thus, Mr. O'Neil notes, in
light of the changed relationship, Visteon no longer considers
ownership of TMD to have strategic importance and therefore,
wishes to divest itself of its stake in TMD.

In this light, the Debtors relate that they propose to sell their
shares in the Joint Venture to TMD by way of a private sale to
avoid the costs and delay associated with conducting a public
auction and because they believe a higher and better bid will not
be obtained by an auction.

A full-text copy of the Stock Purchase Agreement is available for
free at http://bankrupt.com/misc/Visteon_TMDspa.pdf

                           *     *     *

The Court held that a private sale of the TMD Shares represents
an exercise of the Debtors' business judgment and is appropriate
because:

  (a) the Sale provides fair and reasonable value for the
      Shares;

  (b) no higher or better offer was received by the Debtors for
      the Shares despite reasonable marketing efforts; and

  (c) no commercial market exists for the Shares.

Prior to the entry of Court's ruling, the Debtors certified to
Judge Sontchi that no objections were filed as to Sale Motion and
the Sealing Motion.

                   C. Peterson Supports Sale

Clifford Peterson, Visteon Corp.'s managing director for
Corporate Transactions and Visteon Services asserted that the
Debtors should divest themselves of their interest in Toledo
Molding because continued ownership of Toledo Molding no longer
provides them with benefits.  He averred that divesting the
Debtors' ownership of Toledo Molding presents the best going-
forward strategy that will provide the most value to the Debtors,
their estates, and all parties-in-interest.

In a declaration filed with the Court, Mr. Peterson also
maintained that a private sale for the Shares is entirely
appropriate.  He added that a private sale avoids the cost and
delay associated with conducting a public auction that is
unlikely to result in a higher and better offer for the Shares.

                  Wilmington Trust's Statement

Wilmington Trust FSB, as administrative agent of the Debtors'
senior secured term loan facility, told the Court that it has not
consented to a modification of or waiver of the Debtors' Credit
Agreement in a manner that would permit the Toledo Molding Sale.
However, Wilmington Trust conceded that the Debtors can meet the
looser standards of Section 363 of the Bankruptcy Code with
regard to the Sale Motion, even though the sale will constitute
an incurable default under the Credit Agreement.

                         About Visteon Corp.

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The Company has corporate offices in
Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany.  It has facilities in 27 countries and employs roughly
35,500 people.  The Company has assets of US$4,561,000,000 and
debts of US$5,311,000,000 as of March 31, 2009.

Visteon Corporation and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
efforts.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor is Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.

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


WASHINGTON MUTUAL: Plan Outline Not Approved; Examiner Appointed
----------------------------------------------------------------
Bill Rochelle at Bloomberg News reports that Washington
Mutual Inc. failed at a hearing July 20 to obtain approval of the
disclosure statement explaining its Chapter 11 plan.  As a result,
the bank holding company failed to move ahead with the Chapter 11
plan, which implements a settlement with the Federal Deposit
Insurance Corp. and JPMorgan Chase & Co.  The bankruptcy judge
pushed back the disclosure statement hearing to Sept. 7.

The bankruptcy judge, according to the report, also granted a
motion by shareholders to appoint an examiner to investigate the
merits of the settlement.  The examiner, to be named by the U.S.
Trustee, must file a preliminary work plan by Aug. 6 followed by a
preliminary report by Sept. 7.  Shareholders wanted 120 days for
the investigation.

                      About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.  The Company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over September 25 by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  Wamu owns
100% of the equity in WMI Investment.  Weil Gotshal & Manges
represents the Debtors as counsel.  When WaMu filed for protection
from its creditors, it listed assets of $32,896,605,516 and debts
of $8,167,022,695.  WMI Investment listed assets of $500,000,000
to $1,000,000,000 with zero debts.

Peter Calamari, Esq., and David Elsberg, Esq., at Quinn Emanuel
Urquhart Oliver & Hedges, LLP, served as legal counsel to WMI with
responsibility for the litigation.  Brian Rosen, Esq., at Weil,
Gotshal & Manges LLP served as legal counsel to WMI with
responsibility for the Chapter 11 case.

Bankruptcy Creditors' Service Inc. publishes Washington Mutual
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Washington Mutual Inc. (http://bankrupt.com/newsstand/or
215/945-7000).


WAVERLY GARDENS: Has Until October 31 to Access Cash Collateral
---------------------------------------------------------------
The Hon. Paulette J. Delk of the U.S. Bankruptcy Court for the
Western District of Tennessee authorized Waverly Gardens of
Memphis, LLC, and Kirby Oaks Integra, LLC, to use the cash
collateral of First Tennessee Bank National Association until
October 31, 2010.

As reported in the Troubled Company Reporter on July 19, the
Debtors owed, as of petition date, First Tennessee $8,494,044
consisting of principal and interest, fees and expenses, plus
additional attorneys' fees, costs and expenses, and interest that
continue to accrue.

First Tennessee holds a lien in all rents, issues, profits,
revenues, income, accounts, accounts receivable, contract rights,
and general intangibles, any and all products and proceeds, as
well as all fixtures, furnishings, furniture, machinery,
equipment, appliances, and personal property owned by the Debtors.

The Debtors would use the cash collateral to fund their business
operations postpetition.

First Tennessee consented to the Debtors' continued use of cash
collateral.

As adequate protection for any diminution in value of the lenders'
collateral, the Debtors:

  -- agreed to retain and employ Expansion Management Services,
     Inc. as a professional of the bankruptcy estate specifically
     employed to manage and operate the 52 rental units and is
     located 6551 Knight Arnold Road, Memphis, Tennessee;

  -- will grant First Tennessee of a postpetition security
     interest and lien (of the same validity, extent and priority
     as First Tennessee' prepetition security interests in the
     First Tennessee prepetition collateral) in and to (a) all
     proceeds from the disposition of any of the cash collateral,
     and (b) any and all of its goods, property, assets and
     interests in property, including all property of the
     Debtor's estate; and

  -- maintain and insure collateral, with appropriate
     endorsements on all certificates of insurance naming
     First Tennessee as loss payee.

                About Waverly Gardens of Memphis

Memphis, Tennessee-based Waverly Gardens of Memphis, LLC and Kirby
Oaks Integra, LLC -- http://www.waverlygardens.com/-- operate two
senior living facilities consisting of a total of 248 units.
Waverly Gardens consists of 196 rental units and is located at
6539 Knight Arnold Road, Memphis, Tennessee 38115.  Kirby Oaks
consists of 52 rental units and is located at 6551 Knight Arnold
Road, Memphis, Tennessee 38115.  The Debtors filed separate
petitions for Chapter 11 relief on Oct. 2, 2008 (Bankr. W.D.
Tenn. Lead Case No. 08-30218).  Michael P. Coury, Esq., and Robert
Campbell Hillyer, Esq., at Butler, Snow, O'Mara, Stevens &
Cannada, represent the Debtors as counsel.

When Waverly Gardens filed for protection from its creditors, it
listed assets of between $10 million to $50 million, and debts of
$1 million to $10 million.  When Kirby Oaks filed for protection
from its creditors, it listed between $1 million and $10 million
each in assets and debts.


WILLIAM DEL BIAGGIO: Predators to Acquire Shares for $15.2 million
------------------------------------------------------------------
The National Hockey League said in its Web site that Nashville
Predators Chairman Tom Cigarran announced Wednesday the club's
ownership group has signed an agreement with the bankruptcy
trustee to acquire Forecheck Investments LLC, the entity
containing ownership shares in the franchise held by the William
"Boots" Del Biaggio bankruptcy estate.

Nashville Predator said the ownership group is buying the assets
for $15.2 million.  The group also agreed to withdraw its damage
claims against the estate.

The agreement has been approved by the creditors' committee and
has been submitted to the bankruptcy court for final approval.
Upon securing approvals from the court, the NHL, the team's
lender, and the Sports Authority, the team expects to complete the
purchase in August. The shares are being purchased by Predators
Holdings LLC through funding from the local ownership group.

"This is a significant step forward to strengthen our franchise's
financial position," Cigarran said. "We have worked with Todd
Neilson (trustee for the Del Biaggio estate) to arrive at
reasonable terms. This transaction eliminates a significant future
liability and allows the Predators to move forward. We are pleased
that Warren Woo (who originally joined the ownership group through
a minority investment in Forecheck Investments) will continue his
involvement in our ownership group. He brings keen insight and
knowledge of business and hockey to our group."

Upon completion of this transaction, Predators Holdings, LLC will
consist of: Tom Cigarran (Chairman), Herb Fritch, Joel and Holly
Dobberpuhl, David Freeman, Chris Cigarran, De Thompson V, John
Thompson and Warren Woo. Predators Holdings LLC originally
purchased the Predators in December 2007.

                     About William del Baggio

Menlo Park, California-based BDB Management LLC and its affiliates
filed for Chapter 11 protection on June 7, 2008 (Bankr. N.D.
Calif. Lead Case No. 08-31001).  William J. del Biaggio, III, an
interest holder of the companies, filed for personal chapter 11
bankruptcy on June 6, 2008.  Judith Whitman, Esq., at Diemer
Whitman and Cardosi LLP, represents the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed $50 million to $100 million in
assets and $50 million to $100 million in debts.

The TCR reported on July 9, 2008, that Sara L. Kistler, acting
U.S. Trustee for Region 17, appointed R. Todd Nelson as the
chapter 11 trustee in BDB Management LLC and its debtor-
affiliates' bankruptcy cases.

Sand Hill Capital Partners III, the investment fund that Mr. Del
Biaggio co-founded, also filed for chapter 7 bankruptcy.  Sand
Hill disclosed $10.6 million in debts.  Established in 1996, Sand
Hill Capital has four debt funds under management, of which two
are actively investing.  Sand Hill has provided debt financing and
equity co-investing in multiple portfolio companies of top-tier
venture capital firms, including Broadcom, a semiconductor company
specializing in VoIP, wireless networking, and broadband
communications solutions; Commerce One, a provider of On-Demand
Supplier Relationship Management solutions and The Open Supplier
Network; IBahn, a provider of secure broadband-to-go at premium
hospitality locations; and Odwalla, maker of fruit drinks and
snacks.


W.R. GRACE: Settles Harper Insurance Coverage Issues
----------------------------------------------------
U.S. Bankruptcy Judge Judith Fitzgerald approved the Amended and
Restated Settlement Agreement W.R. Grace & Co. entered into with
Harper Insurance Ltd., formerly known as Turegum Insurance
Company.

As previously reported, Harper severally subscribed to four
policies of excess liability insurance that provide or are alleged
to provide insurance coverage to Grace.

The Amended and Restated Settlement Agreement essentially provides
for a buy-out of certain of Harper's coverage obligations under
the lower-layer Subject Policies at a settlement value that is
within the range of Grace's settlements with its other insurers
that have been approved by the Court.

The Agreement also includes a complete, mutual release of claims
under the Subject Policies with respect to asbestos Bodily Injury
claims that fall within the products aggregate limit of the
Subject Policies, as defined in the Agreement.  The Agreement,
however, does not release Harper from claims for coverage for non-
products asbestos-related claims.

The Debtors certified that they received no objections to the
Harper Stipulation.

                          About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura

Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock &
Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace and its debtor affiliates, with the support of the
Official Committee of Asbestos Personal Injury Claimants, the
Asbestos PI Future Claimants' Representative and the Official
Committee of Equity Security Holders, have submitted a proposed
Chapter 11 plan of reorganization.  The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  The Plan confirmation hearing
wrapped up on January 25.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


W.R. GRACE: Settles Munich Re Insurance Coverage Issues
-------------------------------------------------------
W.R. Grace & Co. and its units sought and obtained the U.S.
Bankruptcy Court's approval of an Amended and Restated Asbestos
Settlement Agreement they entered into with Munich Reinsurance
America, Inc., formerly known as American Re-Insurance Company.

Munich Re issued certain policies of insurance that provide, or
are alleged to provide, insurance coverage to Grace and certain
other of the Debtors.

Prior to the Petition Date, Grace and Munich Re entered into an
Asbestos Settlement Agreement dated June 14, 1996, which resolved
disputes between the parties regarding certain asbestos-related
bodily injury claims falling within the products or completed
operations hazards of the Munich Re policies as well as certain
other claims, and provided a mechanism for reimbursement by Munich
Re of those claims.

Pursuant to the 1996 Agreement, Munich Re reimbursed Grace with
respect to certain asbestos-related claims prior to the Petition
Date.  Aggregate policy limits of $8,782,202 remain available
under the 1996 Agreement.  These limits are part of a $30 million
layer of excess insurance that attaches at $20 million for the
period June 30, 1973 to June 30, 1977.

Grace has incurred and may incur in the future certain
liabilities, expenses and losses arising out of asbestos-related
claims and other claims, for which Grace seeks coverage under the
Munich Re policies.  Disputes have arisen between Grace and Munich
Re regarding their respective rights and obligations under the
insurance policies with respect to coverage for asbestos-related
claims.

The Amended Agreement confers these principal benefits on the
Debtors' estate, among others:

  (a) The benefit of the bargain negotiated by Grace and Munich
      Re in the 1996 Agreement is made available to the Trust
      without the need for litigation to enforce either the
      assignment of the 1996 Agreement by Grace to the Trust or
      the specific terms of the 1996 Agreement.

  (b) The full remaining unexhausted limits of the Munich Re
      policies subject to the 1996 Agreement -- $8,782,202 --
      are made available to reimburse the Trust for payments
      made to Asbestos Personal Injury Claimants, as well as for
      defense costs incurred, if any, with respect to Asbestos
      PI Claims.

  (c) The Amended Agreement incorporates modifications to the
      1996 Agreement enabling the processing and payment of
      claims by the Trust under the Trust Distribution
      Procedures, as defined in the Debtors' First Amended Joint
      Plan of Reorganization, to be compatible with the criteria
      for reimbursement by Munich Re under the 1996 Agreement.

  (d) The Amended Agreement represents a compromise of defenses
      that Munich Re might have with respect to any individual
      Asbestos PT Claim.

Neither the 1996 Agreement nor the Amended Agreement releases
Munich Re from claims that are not within the scope of the
products/completed operations hazards of the insurance policies
subscribed to by Munich Re.

                          About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura

Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock &
Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace and its debtor affiliates, with the support of the
Official Committee of Asbestos Personal Injury Claimants, the
Asbestos PI Future Claimants' Representative and the Official
Committee of Equity Security Holders, have submitted a proposed
Chapter 11 plan of reorganization.  The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  The Plan confirmation hearing
wrapped up on January 25.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


WYNN RESORTS: S&P Assigns 'BB+' Rating on $1.32 Bil. Notes
----------------------------------------------------------
Standard & Poor's Ratings Services assigned ratings to
$1.32 billion first mortgage notes due 2020, to be co-issued by
Wynn Resorts Ltd. subsidiaries Wynn Las Vegas LLC and Wynn Las
Vegas Capital Corp.  S&P assigned the notes S&P's issue-level
rating of 'BB+' (one notch higher than the 'BB' corporate credit
rating on Wynn Las Vegas) with a recovery rating of '2',
indicating S&P's expectation of substantial (70% to 90%) recovery
for noteholders in the event of a payment default.

Proceeds from the notes will be used to purchase, and pay consent
payments for, any and all of the company's approximately $1.32
billion outstanding first mortgage notes due 2014.  WLV commenced
a cash tender offer for the 2014 first mortgage notes concurrent
with the offering of new 2020 first mortgage notes.  Also
concurrent with this transaction, WLV is entering into an
amendment to its credit facilities.  Among other changes, the
amendment will extend maturities of a portion of the revolving
credit facility and term facility to July 2015 and August 2015,
respectively, and could increase the interest margin on the
extended portion of each of these facilities after June 30, 2011,
subject to a consolidated leverage test.

While this transaction would substantially improve the debt
maturity profile of WLV, as any meaningful debt maturities would
be pushed out to 2015, it does not result in rating upside at this
time.  This is primarily because S&P's 'BB' corporate credit
rating on WLV and its parent company, Wynn Resorts Ltd., reflects
Wynn's significant current debt burden, the high levels of
competition in the Las Vegas and Macau markets, S&P's expectation
for modest declines in cash flow generation in Las Vegas in 2010,
and significant expected debt-financed development plans in Cotai.
Still, the company's assets are among the highest quality in the
gaming sector, and S&P expects continued strong cash flow trends
in Macau.  Furthermore, S&P expects Wynn's solid liquidity
position to allow the company to weather a prolonged gaming
downturn in the U.S. and fund its longer term development plans in
Cotai while preserving current credit quality.

                           Ratings List

                         Wynn Resorts Ltd.
                         Wynn Las Vegas LLC

         Corporate Credit Rating             BB/Stable/--

                            New Rating

                         Wynn Las Vegas LLC
                    Wynn Las Vegas Capital Corp.

             $1.32B first mtg nts due 2020       BB+
               Recovery Rating                   2


XODTEC LED: Significant Losses Prompt Going Concern Doubt
---------------------------------------------------------
Xodtec LED, Inc., filed on July 19, 2010, its annual report on
Form 10-K for the fiscal year ended February 28, 2010.

Simon & Edward, LLP, in City of Industry, Calif., expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
has incurred significant operating losses, has serious liquidity
concerns and may require additional financing in the foreseeable
future.

The Company reported a net loss of $2,582,570 on $991,645 of
revenue for fiscal 2010, compared with a net loss of $394,777 on
$1,214,842 of revenue for fiscal 2009.

The Company's balance sheet at February 28, 2010, showed
$1,840,727 in assets and $2,757,828 of liabilities, for a
stockholders' deficit of $917,101.

A full-text copy of the annual report is available for free at:

               http://researcharchives.com/t/s?66e7

Headquartered in Jhonghe City, Taiwan, Xodtec LED, Inc. is a
Nevada corporation incorporated on November 29, 2006, under the
name Sparking Events, Inc.  On June 28, 2009, the Company's
corporate name was changed to "Xodtec Group USA, Inc." and on
May 17, 2010, the Company's corporate name was changed to "Xodtec
LED, Inc."

The Company, through its subsidiaries, is engaged in the design,
marketing and selling of advanced lighting solutions which are
designed to use less energy and have a longer life than
traditional incandescent, halogen, fluorescent light sources.  The
Company's wholly-owned subsidiaries, Xodtec Technology Co., Ltd.;
Targetek Technology Co., Ltd.; UP Technology Co., Ltd., are
organized under the laws of the Republic of China (Taiwan).  The
Company also owns a 35% interest in Radiant Sun Development S.A.,
a company organized under the laws of the Independent State of
Samoa.


YRC WORLDWIDE: CEO Zollars Dumps 1,535 Shares for Tax Purposes
--------------------------------------------------------------
William D. Zollars, YRC Worldwide Inc.'s Chairman of Board,
President and CEO, disposed of 1,535 common shares on July 14,
2010, paring his stake to 714,292.  He directly holds those
shares.

Mr. Zollars surrendered the shares to satisfy the tax withholding
obligations in respect of certain shares of YRC's common stock
that vested on July 14, 2010.

Mr. Zollars indirectly holds 626.9333 shares, which reflect the
number of shares of YRC's common stock held in Mr. Zollar's 401(k)
account as of June 30, 2010.

In a separate filing, Michael Smid dumped 291 shares, paring his
stake to 126,708 shares.  The shares were surrendered to satisfy
the tax withholding obligations in respect of certain YRC shares
that vested on July 14, 2010.  He directly holds those shares.

Mr. Smid indirectly holds 1,265.6001 shares, which reflect the
number of YRC shares held in Mr. Smid's 401(k) account as of
June 30, 2010.

Daniel J. Churay, YRC's EVP, General Counsel and Secretary,
disposed of 257 shares, cutting his stake to 59,031.  He directly
holds those shares.  Mr. Churay surrendered the shares to satisfy
the tax withholding obligations in respect of certain YRC shares
that vested on July 14, 2010.

Mr. Churay also indirectly holds 318.5333 YRC shares, reflecting
the number of shares held in his 401(k) account as of June 30,
2010.

                        About YRC Worldwide

Headquartered in Overland Park, Kan., YRC Worldwide Inc. (NASDAQ:
YRCW) -- http://www.yrcw.com/-- is a holding company that through
wholly owned operating subsidiaries offers its customers a wide
range of transportation services.  These services include global,
national and regional transportation as well as logistics.

The Company's balance sheet as of March 31, 2010, showed
$2.919 billion in assets and $3.024 billion of liabilities, for a
stockholders' deficit of $104.9 million.

                          *     *     *

As reported in the Troubled Company Reporter on March 18, 2010,
KPMG LLP, in Kansas City, Missouri, expressed substantial doubt
about YRC Worldwide's ability to continue as a going concern in
its report on the Company's consolidated financial statements as
of and for the year ended December 31, 2009.  The independent
auditors noted that the Company has experienced significant
declines in operations, cash flows, and liquidity.


* Massive Asset Liquidation at Major Cash Mgt. Services Corp
------------------------------------------------------------
Don't think that the Mount Vernon Money Center's corporate asset
liquidation sale ordered by the US bankruptcy court is bad news
for other cash management and cash-in-transit service companies.
Instead, it will have a positive effect on these financial sector
industries, according to Jim Grimwade, CEO of JG Resources, a
national asset liquidation company headquartered in Grand Rapids,
Michigan.

JG Resources is conducting a massive asset liquidation sale at two
New York City-area cash management service corporate headquarter
locations.  The assets are from the former "Mount Vernon Money
Center" corporation, "Armored Money Services", and "NOWCASH."
THOUSANDS of items must GO, including Automated Teller Machines
(ATMs), Armored Vehicles, Self-service Coin Deposit Machines,
Money Handling & Processing Equipment, Vaults, Cash Safes,
Security Equipment, Firearms, Office Furniture, Company Cars, and
much more.

"Reselling these fixtures and equipment to other cash management
or cash-in-transit companies, financial institutions, and ATM or
Armored Vehicle dealers who are starting up or expanding, gives me
a positive outlook," says Grimwade, "Reselling this equipment to
other business owners at a FRACTION of the cost of new will help
fuel the local and national economy's growth.  It could also help
business owners and managers create NEW jobs by cutting costs from
their bottom line."

Grimwade is eager to spread the word about the asset liquidation
to cash management service companies, credit unions, ATM and
armored vehicle dealers, financial institutions, security firms,
banks, and check-cashing businesses, adding, "This total
liquidation is a fantastic opportunity for any business in the
financial sector to save significantly on ATM equipment and parts,
armored trucks and vans, company cars, cash handling and money
processing equipment, firearms, security equipment, vaults, and
much more!"

Under Grimwade's ownership, JG RESOURCES has successfully
liquidated assets, fixtures, and more, from hundreds of corporate
offices, big box chains, warehouses, supermarkets, and Fortune 500
companies as solo projects and in several joint venture
partnerships.  Savvy business owners and the general public have
been saving money by purchasing pre-owned business fixtures,
equipment, and other liquidation assets from Grimwade's
liquidation projects for over 25 years.

Business owners and the general public are invited to visit the
website or call Tim Bonucelli, (914) 667-1426, NOW for an
appointment to view these liquidation assets.  The two New York
City-area locations are open by appointment only, but the company
website carries extensive inventory and photo brochure info on
this project, and all other current asset liquidations.


* Liquidity Deteriorating Among Junk-Rated Companies, Says Moody's
------------------------------------------------------------------
Liquidity among the lowest junk-rated companies is beginning to
deteriorate for the first time in 15 months, Moody's Investors
Service said in a report July 21, according to Bloomberg News.

Bloomberg relates that Moody's liquidity-stress index for the
lowest junk-rated companies increased to 5.5% in mid-July. It was
5% at the end of June and 4.8% in May.

Moody's estimates that companies with junk debt are facing $800
billion in maturities through 2014.

June 2007 was the last time Moody's liquidity-stress index began
to deteriorate.  The index peaked at 21% in March 2009 and
declined every month until June.  The index, at 5.5%, is still low
by historical standards, Moody's said. The average since 2002 is
8.4%.


* BOOK REVIEW: All Organizations Are Public - Comparing Public and
               Private Organizations
------------------------------------------------------------------
Author: Barry Bozeman
Publisher: Beard Books
Softcover: 201 pages
List Price: $34.95

Bozeman breaks down the simple, widely-accepted categorization of
organizations into either public or private, with the former being
government organizations and everything else, private.  This view
of the innumerable and widely varied organizations in all parts of
the United States has held up since at least the latter 1800s even
though it is demonstrably inapplicable.  It's plain that not all
government organizations are public; the CIA and FBI are but two
that can hardly be labeled this.  And not all other organizations
lumped into the category of private can be said to be this since
they operate in one way or another in the public domain and are
subject in varying ways to varying degrees to the public's
representative, namely the government.

Even in recent decades as government has grown ever larger and
more involved in all areas of the society and corporations have
become more expansive and changeable with globalization, the
simplistic, inaccurate division of public and private continues to
hold up.  The "sector blurring" Bozeman was seeing when he first
wrote this work in the 1980s has increased and accelerated, making
All Organizations Are Public a more relevant and useful guide to
understanding the topology and workings of today's organizations
that it was when it was first published.  The outsourcing of
certain tasks traditionally done by American servicemen and women
to civilian employees of a business organization is one current
example of operations and an organization which cannot fall neatly
into the public-private categorization.  The more complex
relationship -- at times virtually a cooperation -- between
government and corporations in the globalization of business is
another current example of the "sector blurring" prompting Bozeman
to take the measure of what was very noticeably happening with
modern-day organizations.  He not only reports what has been going
on, but also develops concepts and devises principles of use for
corporate strategists and managers as well as business school
teachers, entrepreneurs considering starting or expanding a
business, and government officials.

Bozeman's view of modern organizations rests not on the common and
changeable references of popular opinion, the marketplace of
ideas, or the phenomena of consumerism, but on the central social
reality of "political authority."  In doing away with the
conventional, yet misleading categories of public and private,
Bozeman does not leave the reader with a vague, cosmic-like view
of the field of organizations.  The two categories are replaced
with an interrelated set of axioms and corollaries bringing a
logic and order to the vast and diverse world of organizations.
The first axiom is, "Publicness is not a discrete quality but a
multidimensional property.  An organization is public to the
extent that it exerts or is constrained by political authority."
The first corollary to this is, "An organization is private to the
extent that it exerts or is constrained by economic activity."
Bozeman recognizes that government -- i.e., "public" -- and
organizations formed or owned by regular citizens-i.e., "private"
-- do have differences. They come into being from different
motives and different purposes, and they are related to the public
in different ways and operate differently.  Nonetheless, the
structure and operations of all organizations are affected, and in
some cases determined, by the overriding political authority.  In
Bozeman's conception, "publicness refers to the degree to which
the organization is affected by political authority."  Some are
tightly controlled by this political authority, while others are
barely touched by it.  But no organization is entirely free of
such authority.  With his axioms and corollaries, Bozeman gives
principles and characteristics for apprehending the nature of
particular organizations.

Today's research and development (R&D) organizations are a kind of
organization that the conventional public-private categorization
cannot begin to make sense of.  "Research and development
organizations provide a fertile ground for analysis of dimensions
of publicness."  As hybrids involving aspects of universities,
government, and industry, R&D organizations are playing important
economic and social roles in such areas as health, the
environment, demographics, and welfare.  Many are located at
universities and run by faculty members. Many corporations have
R&D divisions.

The value and relevance of Bozeman's key factor of political
authority is seen especially with respect to R&D organizations.
Current government policies on stem cell research demonstrate how
Bozeman's central factor of "political authority" is applied to
understand any particular organization engaged in such research.
It's a matter of where an organization falls in the spectrum of
degrees of being affected by political authority, not the
uninformative, sterile decision as to whether an organization
should be labeled public or private.

Bozeman's view of organizations takes into account the reality
that the term "private" has little meaning with respect to
organizations.  All organizations, like all citizens, are subject
to the political authority somehow, notably the laws and
regulations. But Bozeman is not interested simply in arguing for a
new theory of organizations.  His "multidimensional view of
publicness" in tune with the complexity, diversity, and changes
among today's organizations can help readers more effectively
steer and develop their own organization and work with other
organizations.



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Howard
C. Tolentino, Joseph Medel C. Martirez, Denise Marie Varquez,
Philline Reluya, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2010.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


                  *** End of Transmission ***