TCR_Public/100810.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Tuesday, August 10, 2010, Vol. 14, No. 220

                            Headlines


5TH AVENUE PARTNERS: Prism Official Acts as CRO for S' San Diego
804 CONGRESS: Case Summary & 20 Largest Unsecured Creditors
AIRADIGM COMM: 7th Cir. Agrees with Bankr. Court on FCC Objection
ALLIED SECURITY: S&P Gives Negative Outlook, Affirms 'B' Rating
ALLY FINANCIAL: DBRS Affirms BB (low) Ratings After Q2 Results

ALMATIS BV: Asks for Nov. 26 Extension for Lease Decisions
ALMATIS BV: Files Statement of Financial Affairs
ALMATIS BV: Wants Plan Exclusivity Until Nov. 26
AMERICAN HOMEPATIENT: Swings to $854,000 Net Profit in Q2 2010
AMERICAN INT'L: In Talks for Complete Government Exit

AMERICAN MORTGAGE: Amends Plan; Disc. Statement Hearing Aug. 19
AMERICA'S SUPPLIERS: Earns $13,500 in Q2 Ended June 30
AMN HEALTHCARE: S&P to Cut to 'B+' After Purchase of Nursefinders
ARVINMERITOR INC: Has Deal to Sell Body Systems Biz. for $35MM
BEAR ISLAND: Collateral Agent Opposes DIP Amendment

BEAZER HOMES: Posts $27.8 Million Net Loss for June 30 Quarter
BENITA LLC: Case Summary & 19 Largest Unsecured Creditors
BIOJECT MEDICAL: Posts $556,000 Net Loss for June 30 Quarter
BLACK CROW: Mediator Named to Oversee GECC Dispute
BLACK GAMING: Reorganization Plan Declared Effective

BLOCKBUSTER INC: Said to Get Debt Relief to Prepare for Bankr.
BOSTON GENERATING: To Sell Assets for $1.1-Bil. in Bankruptcy
BOZEL S.A.: Shareholder's Liquidator Can Take Control of Assets
BRYAN/MOORE DEVELOPMENT: Files Full-Payment Reorganization Plan
BUMBLE BEE: Mulling Sale; 'B+' Placed by S&P on Watch Negative

CABLEVISION SYSTEMS: Revenue Up 5.8%, Q2 Income at $60.86-Mil.
CAPITAL GROWTH: Has Interim Nod to Access Funds from Downtown CP
CELL THERAPEUTICS: Posts $53.64 Mil. Net Loss for June 30 Quarter
CENTURY REALTY: Financial Woes Prompt Bankruptcy Filing
CHEMTURA CORP: To Present Plan for Confirmation on Sept. 16

CHEMTURA CORP: Reports $41 Million Loss for Second Quarter
CHEMTURA CORP: Seeks Nod of $1 Bil. Exit Loan Commitment Pacts
CHEMTURA CORP: Proposes Offering of $450-Mil. of Sr. Notes
CHEMTURA CORP: Wants Objection to Plan Support Deal Overruled
CIRCUIT CITY: Removal Period Extended Until October 4

CIRCUIT CITY: Says Latest Plan Changes Won't Need Re-Voting
CIT GROUP: Obtains $3 Bil. Loan on Cheaper Interest Rate
CITIZENS REPUBLIC: DBRS Confirms 'B' Long-Term Rating
COMFORCE CORP: June 27 Balance Sheet Upside Down by $12.86MM
COMMERCIAL VEHICLE: Posts $693,000 Net Income for June 30 Quarter

COMMONWEALTH COMMONS: Files for Chapter 11 Bankruptcy Protection
CONTINENTAL AIRLINES: Prices $800 Million of Senior Secured Notes
CST INDUSTRIES: S&P Gives Negative Outlook, Affirms 'B' Rating
DBSD NORTH AMERICA: Dish Network Fights Plan Cramdown in 2nd Circ.
DOLLAR THRIFTY: DBRS Affirms 'B' Issuer Rating

DUNE ENERGY: Had $25MM Total Liquidity to Start Second Half
ELBIT VISION: To Hold General Meeting of Shareholders on August 31
EMAK WORLDWIDE: Files for Chapter 11 Due to Litigation
EMMIS COMMUNICATIONS: Going-Private Plan Delayed
EXIDE TECHNOLOGIES: S&P Assigns 'B' Rating on $675 Mil. Notes

FANNIE MAE: Reports $1.2 Billion Net Loss for 2nd Qtr 2010
FGIC CORP: Wants Plan Confirmation Hearing in October
FIRST NATIONAL: Fitch Downgrades Short-Term IDR to 'B'
FORBES MEDI-TECH: Pharmachem Counters MHT Offer for Assets
FORD MOTOR: DBRS Upgrades Issuer Rating to 'BB'

FORD MOTOR: Fitch Upgrades Issuer Default Ratings to 'BB-'
GENERAL MOTORS: To Ramp Up Ad Spending This Year
HAMILTON COMMERCE: Case Summary & Six Largest Unsecured Creditors
HARBOUR EAST: Cash Collateral Hearing Continued Until August 18
HEALTHSOUTH CORP: Says Cash Increased in 1st Half of 2010

INSIGHT COMMUNICATIONS: S&P Affirms 'B-' Rating on $400 Mil. Notes
JAMES CLYMER: Case Summary & 16 Largest Unsecured Creditors
JOSE APONTE: Case Summary & 13 Largest Unsecured Creditors
K-V PHARMACEUTICAL: Elects New Independent Member to Board
LOUISIANA TRANSPORTATION: Fitch Affirms 'BB' Rating on TIFIA Loan

MARINA DISTRICT: S&P Assigns 'B+' Corporate Credit Rating
MARKET CENTER: Court Grants Orix Secured Claim for $265,000
MAUI LAND: Repurchases 100% of $40-Mil. Senior Secured Notes
MAUI LAND: Posts $4.6 Million Net Loss in Q2 Ended June 30
MEADOWLANDS XANADU: Colony to Surrender Project to Lenders

MEDICAL STAFFING: U.S. Trustee Challenges Lender's Credit Bid
MEXICANA AIRLINES: Aims to Resume Ticket Sales in Coming Days
MEXICANA AIRLINES: Group to Defend Pilots on CBA Attack
MIDLOTHIAN 287/67: Voluntary Chapter 11 Case Summary
MILLER BROS: Hilco Industrial Completes Asset Sale

MOLECULAR INSIGHT: May File for Bankruptcy; Waiver Ends Aug. 16
MOLECULAR INSIGHT: Posts $16.6 Million Net Loss in Q2 2010
MORGANS HOTEL: Maturity of $337MM in 1st Mortgage Loans Extended
MULTIPLAN INC: S&P Downgrades Counterparty Credit Rating to 'B'
NATIONAL CENTURY: UAT Files Quarterly Report for Q2 2010

NATIONAL CENTURY: VI/XII Trust Files Quarterly Report for Q2 2010
NATURAL SURROUNDINGS: Case Summary & 20 Largest Unsec Creditors
NAVISTAR FINANCIAL: Extends BNS & BoA Note Purchase Deal
NGIA LLC: Voluntary Chapter 11 Case Summary
NYC OFF-TRACK: Dispute on Unpaid Commissions Sent to Racing Board

OK ETON: Gets Temporary Approval to Access Bank of the West Cash
OM FINANCIAL: S&P Affirms 'BB-' Counterparty Credit Rating
PACIFIC CAPITAL: DBRS Assigns 'CC' Senior Debt Rating
PACIFICHEALTH LABORATORIES: Earns $136,700 in Q2 Ended June 30
PARAMOUNT RESOURCES: Posts $38-Mil. Net Loss for June 30 Quarter

PAUL MADISON: Section 341(a) Meeting Scheduled for September 2
PAUL MADISON: Wants Filing of Schedules Extended Until Aug. 27
PHEASANT RUN: Plan of Reorganization Wins Court Approval
PINNACLE GAS: Shareholders OK Sale to Scotia Waterous
PIONEER VILLAGE: U.S. Trustee Forms 5-Member Creditors Panel

PORTER HILLS: S&P Downgrades Ratings on Bonds to 'BB'
QUALITY HOME: RSUI Files Complaint Over Firm's Claim for Coverage
QUALITY INFUSION: Voluntary Chapter 11 Case Summary
RAAM GLOBAL: S&P Assigns Corporate Credit Rating at 'B-'
RCC NORTH: Sole Member Raintree Corporate Will Infuse Capital

REDDY ICE: Posts $2.1 Million Net Income for June 30 Quarter
REMEDIATION FINANCIAL: Plan Outline Hearing Continued Until Dec. 1
RM HOTELS: U.S. Trustee Unable to Form Creditors Committee
ROBINO-BAY: Section 341(a) Meeting Scheduled for September 1
ROBINO-BAY: Wants Filing of Schedules Extended Until Sept. 27

RYLAND GROUP: Files Quarterly Report on Form 10-Q With SEC
SAINT VINCENTS: Seeks to Sell Brooklyn Nursing Homes for $47-Mil.
SAVANNAH GATEWAY: Court Confirms Plan of Reorganization
SEITEL INC: Posts Lower Net Loss of $22.6MM in Q2 2010
SEQUENOM INC: Posts $59 Million Net Loss for June 30 Quarter

SHARPER IMAGE: CEO to Settle Avoidance Suit for $3 Million
SKILLED HEALTHCARE: Wants New Trial on $677MM Case; Talks Ongoing
SMITHTOWN BANCORP: Posts $29.2 Million Net Loss in Q2 2010
SPONGETECH DELIVERY: Former Executives Indicted for Fraud
STANDARD FORWARDING: Case Dismissed; To Pay Unsecured Creditors

STATE FARM FLORIDA: AM Best Cuts Financial Strength Rating to B-
STORM KING: Files Schedules of Assets & Liabilities
STORM KING: Section 341(a) Meeting Scheduled for August 25
STORM KING: Taps Lewis Wrobel as Bankruptcy Counsel
SUNRISE SENIOR: Earns $46.8 Million in Q2 Ended June 30

TEXACO INC: Bankruptcy Judge Blocks 20-Year-Old Cleanup Claims
TEXAS CLASSIC: Reorganization Case Converted to Ch. 7 Liquidation
TEXAS RANGERS: Court Confirms Ch. 11 Plan to Sell to Ryan Group
TIMOTHY WRIGHT: Plan Confirmation Hearing Set for August 25
TRI-VALLEY CORP: Posts $4.2 Million Net Loss in Q2 2010

TRW AUTOMOTIVE: S&P Raises Corporate Credit Rating to 'BB'
US CONCRETE: Inks Redemption Pact with J.V. Partners and Levy
USEC INC: Makes Minor Amendment to June 30 Form 10-Q
VISTEON CORP: Creditors & Equity Classes Voted to Accept the Plan
WARNACO GROUP: S&P Raises Corporate Credit Rating From 'BB+'

WARNER MUSIC: Posts $55 Million Net Loss for June 30 Quarter
WEST SHORE: Unsecureds to Recover One-Third of Claims in 3 Years
WILLIAM LYON: Posts $4.5 Million Net Loss for June 30 Quarter
WSM MANAGEMENT: Case Summary & Four Largest Unsecured Creditors
XINHUA SPORTS: Gets Min. Bid Price Non-Compliance Note from NASDAQ

* 2010's Bank Closings Reach 109 as Chicago Bank Shuttered
* Two U.S. Defaults Last Week Raise S&P's 2010 List to 48
* Global Default Rate Falls to 5.5% in July 2010, Says Moody's

* 2nd Circ. Says Creditors Can Use Argentine Fund Assets

* Sen. Whitehouse Proposes to Scale Down Ch. 11 for Small Firms

* Centerbridge Targets $3.75-Bil. Distressed-Debt Fund
* Pardus Raising Funds to Invest in Distressed Firms
* Michael Motyka Joins Butler Rubin as Chief Operating Officer

* Large Companies With Insolvent Balance Sheets


                            ********


5TH AVENUE PARTNERS: Prism Official Acts as CRO for S' San Diego
----------------------------------------------------------------
Dow Jones' DBR Small Cap reports that a hotel-management company
will take the reins to the S' San Diego under a bankruptcy-court-
approved deal the boutique hotel owner struck with its lender.  An
official with hotel management and hotel receivership company
Prism Hotels & Resorts will serve as chief restructuring officer
of S' San Diego owner 5th Avenue Partners LLC, DBR Small Cap
relates, citing court papers show.  In that role, Prism will be
tasked with helping the company emerge from Chapter 11 protection
through a sale or an alternative strategy.

According to DBR Small Cap, the deal represents a compromise
between 5th Avenue Partners and lender WestLB AG.  The lender is
owed about $67 million.  It had urged the bankruptcy court to
order a Chapter 11 trustee for the company, alleging the company's
San Diego-issued certificate of occupancy expired last fall --
which it needs in order to legally operate the hotel.

Newport Beach, California-based 5th Avenue Partners, LLC, filed
for Chapter 11 protection (Bankr. C.D. Calif. Case No. 10-18667)
on June 25, 2010.  Marc J. Winthrop, Esq., at Winthrop Couchot PC,
in Newport Beach, California, assists the Company in its
restructuring effort.  The Company estimated $10 million to $50
million in total in assets and $50 million to $100 million in
total liabilities.


804 CONGRESS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: 804 Congress, LLC
          fdba 804 Congress, LP
        815-A Brazos St., #491
        Austin, TX 78701

Bankruptcy Case No.: 10-12184

Chapter 11 Petition Date: August 3, 2010

Court: United States Bankruptcy Court
       Western District of Texas (Austin)

Judge: Craig A. Gargotta

Debtor's Counsel: Stephen W. Sather, Esq.
                  BARRON & NEWBURGER, P.C.
                  1212 Guadalupe, Suite 104
                  Austin, TX 78701
                  Tel: (512) 476-9103 Ext. 220
                  Fax: (512) 476-9253
                  E-mail: ssather@bnpclaw.com

Scheduled Assets: $7,002,265

Scheduled Debts: $4,140,910

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/txwb10-12184.pdf

The petition was signed by Stefan Whitwell, manager.


AIRADIGM COMM: 7th Cir. Agrees with Bankr. Court on FCC Objection
-----------------------------------------------------------------
The U.S. Court of Appeals for the Seventh Circuit agreed with a
bankruptcy court's decision to overrule two of three objections
that the Federal Communications Commission made to claims filed by
Telephone and Data Systems Inc. in Airadigm Communications Inc.'s
Chapter 11 case, according to Bankruptcy Law360.  The Court of
Appeals partly reversed Wednesday a district court's decision that
had overruled all three of the FCC's objections, Law360 says.

                          About Airadigm

Headquartered in Little Chute, Wisconsin, Airadigm Communications,
Inc. -- http://www.eisnteinpcs.com/-- provides local wireless
phone services.

The Company filed for chapter 11 protection on July 28, 1999
(Bankr. W.D. Wis. Case No. 99-33500).  The Court confirmed its
plan of reorganization in 2000.  The Company returned to chapter
11 on May 8, 2006 (Bankr. W.D. Wis. Case No. 06-10930).  Kathryn
A. Pamenter, Esq., and Ronald Barliant, Esq., at Goldberg, Kohn,
Bell, Black, Rosenbloom & Moritz, Ltd., represent the Debtor in
its new bankruptcy proceedings.  In its second bankruptcy filing,
the Debtor estimated assets between $10 million to $50 million and
debts of more than $100 million.


ALLIED SECURITY: S&P Gives Negative Outlook, Affirms 'B' Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
outlook on Conshohocken, Pa.-based Allied Security Holdings LLC to
negative from stable.  At the same time, S&P affirmed the 'B'
corporate credit rating on Allied.

In addition, S&P affirmed its 'BB-' issue rating on the company's
amended $496.5 million senior secured credit facilities, which
includes an incremental $11.5 million to the existing
$55.0 million revolving credit facility due 2014 and an
incremental $100 million to the existing $330 million first-lien
term loan B due 2015.  The recovery rating is '1', indicating
S&P's expectation of very high (90% to 100%) recovery in the event
of a payment default or bankruptcy.  The ratings are based on
preliminary terms and conditions of the proposed amendments, and
subject to review upon receipt of final documentation.  Net
proceeds of the incremental term loan plus existing cash will be
used to distribute a $115 million distribution to equity holders.

Pro forma for the pending amendment, S&P estimates Allied Security
will have about $572 million in debt outstanding when the
amendment is finalized.  This excludes $25 million of segregated
term loan borrowings used to collateralize letters of credit.

"The rating action on Allied Security reflects the company's
deteriorating credit measures as a result of the debt financed
distribution to its equity holders," said Standard & Poor's credit
analyst Jerry Phelan.  Standard & Poor's views Allied's financial
risk profile as highly leveraged and its business risk profile as
weak.  The proposed amendment results in leverage increasing
nearly one turn to 5.8x.  The rating action also incorporates
S&P's expectation that the company will continue to pursue an
aggressive financial policy, thereby limiting meaningful credit
measure improvement.

The ratings on Allied Security reflect the company's narrow
business focus, low barriers to entry, aggressive financial
policy, and medium-term exposure to potential changes in the
structure of health care in the U.S. Allied benefits from its
stable free cash flow and limited cyclicality.

S&P views Allied's debt funded $115 million distribution to equity
holders as a more aggressive financial policy.  Moreover, the
action results in a significant deterioration in credit metrics.
The transaction follows the company's $50 million earn-out payment
to its prior equity sponsor.  At the inception of the original
credit facility, meaningful leverage improvement was expected to
occur by 2010.  More specifically, leverage was expected to
decline to the low to mid-4x area by this time, and to decline to
the mid-2x area by 2012.  The proposed amendment will result in
pro forma leverage of 5.8x and funds from operations (FFO) to
total debt of 8% based on June 30, 2010, results.  S&P believes
the amended capital structure may limit the company's financial
flexibility to grow in a fragmented, consolidating industry
characterized by intense price pressure and low customer switching
costs.  Competitors with better financial flexibility than Allied
may take the opportunity to gain market share through acquisitive
and/or other aggressive strategies.

The negative outlook reflects S&P's belief that the amended
capital structure limits financial flexibility, and may reduce its
competitive position in a fragmented, consolidating industry.  S&P
could lower the rating if organic revenue declines due to multiple
contract losses or worsening economic conditions, or if financial
policy remains aggressive, thereby restricting steady credit
measure improvement.  S&P could also lower the rating if covenant
cushion falls below 10%.  EBITDA would need to decline 10% from
current levels for this to occur.  Alternatively, S&P could
consider a revised outlook to stable if the company demonstrates
meaningful credit measure improvement, resulting in leverage
returning to the low 5x area.  S&P believes this could occur with
revenue growth of 6% to 7% and EBITDA margin expansion of about
100 basis points.  An upgrade in the near future is unlikely.


ALLY FINANCIAL: DBRS Affirms BB (low) Ratings After Q2 Results
--------------------------------------------------------------
DBRS has commented that the ratings of Ally Financial Inc. and
certain related subsidiaries, including its Issuer & Long-Term
Debt rating of BB (low), are unaffected by the Company's
announcement of 2Q10 results.  The trend on all ratings is Stable.

Ally's 2Q10 results evidence solid momentum across the franchise
with all four segments profitable for the second consecutive
quarter.  For the quarter, Ally reported net income of
$565 million, compared to $162 million in the prior quarter, and a
loss of $3.9 billion a year ago.  In DBRS's view, the continued
progress in restoring underlying earnings power illustrates that
the risk reduction measures taken by management in 2009 are
positively impacting Company performance.

For the quarter, core pre-tax income, as defined as income from
continuing operations before taxes and original issue discount
(OID), increased to $738 million compared to a sizeable loss of
$1.3 billion a year ago.  Performance has benefited from higher
net revenue, improving credit performance and lower non-interest
expense.  While DBRS views the quarter's earnings as very
respectable, the results have also benefited from certain
potentially non-reoccurring items such as gains on sale of auto
loans under forward flow agreements, lease portfolio remarketing
gains, legacy mortgage loan sale gains and gains from the
insurance investment portfolio.  As such, DBRS sees potential
moderation in earnings, yet the Company is still expected to
benefit from improving credit trends, lower funding costs owed to
the growing share of funding from retail deposits and increasing
auto origination volumes.

Global Automotive reported pre-tax income of $843 million driven
by good results from North American Operations and improving
performance in the International Operations.  North American
Operations generated pre-tax income of $630 million, further
evidencing the ongoing strong recovery in Ally's core auto lending
operation.  The solid quarterly results were driven by strong
origination volume, up 33% to $8.0 billion, on improving
penetration of both GM and Chrysler retail sales, and favorable
remarketing gains due to the robust used vehicle market.  Despite
only 41.7% of retail originations being driven by manufacturer
incentive programs, retail sales penetration improved to 34.4% at
GM and 52.5% at Chrysler, evidencing the Company's solid
competitive position and its ability to leverage its strong
relationships with auto dealers.

Pre-tax income in the International Automotive operations, more
than doubled quarter-on-quarter due to lower provisioning expense
and lower non-interest expense due to the effects of foreign
exchange movements.  Ally continues to streamline the
International Operations focusing on five strategic markets.  The
Company experienced strong year-on-year origination growth in the
key Brazil and China markets of 95% and 83%, respectively.

With pre-tax income from continuing operations of $230 million
Ally's Mortgage Operations reported its second consecutive
quarterly profit.  Results were supported by a 61% increase in net
servicing revenue and a $134 million gains on sale from
originations due to favorable margins.  Importantly, for the
second consecutive quarter, the Company's Residential Capital, LLC
(ResCap) unit required no additional capital support.  DBRS sees
the segment's ongoing solid results as further validation of the
actions taken to markedly reduce the risk of the legacy mortgage
portfolios and advance ResCap towards self-sustainability, thereby
limiting the potential capital drag on Ally.

Credit metrics remained constant in 2Q10, evidencing the more
stable economic conditions, increased quality of more recent
vintages and improving collection efforts.  Losses on the global
retail auto portfolio, on a managed basis, declined substantially
to 1.05% from 2.04% in the prior quarter.  The robust used-vehicle
market, lower frequency of loss, good recoveries post-loss and
improved quality of newer originations led to the improvement in
charge-offs.  Delinquencies increased slightly to 2.93% from 2.87%
in the prior quarter, owed primarily to elevated delinquencies in
the run-off sub-prime Nuvell portfolio due to a change in non-
accrual policy.  Excluding the Nuvell portfolio, delinquencies
decreased marginally to 2.16% from 2.22% in the prior quarter.

Liquidity and funding continue to improve and diversify.  Net
deposits grew by $2.3 billion or 7.2%, to $34.3 billion, on strong
CD retention rates of 82%, up from 69% in the prior quarter.  Ally
demonstrated good access to the capital markets generating
$25 billion of funding year to date.  Capital remains sound with
Tier 1 capital ratio increasing to 15.3%, owed to the positive
earnings and further reduction in risk weighted-assets.


ALMATIS BV: Asks for Nov. 26 Extension for Lease Decisions
----------------------------------------------------------
Almatis B.V. and its debtor affiliates ask U.S. Bankruptcy Judge
Robert Gerber, pursuant to Section 365(d)(4) of the Bankruptcy
Code, to extend the time by which they must either assume or
reject their unexpired non-residential real property leases,
through and including November 26, 2010.

Section 365(d)(4)(A) provides that an unexpired lease of a non-
residential real property under which a debtor is the lessee will
be deemed rejected, if the lease is not assumed or rejected by
the earlier of (i) the date that is 120 days after that debtor
filed for bankruptcy protection; or (ii) the date of the entry of
an order confirming a plan.

Section 365(d)(4)(B) provides that the court may extend the
initial 120-day lease decision period for 90 days for cause.

As of April 30, 2010, the Debtors are parties to seven unexpired
non-residential real property leases, including leases for
production facilities and office space in three different
countries.  The Leases are:

Lessor                      Lessee          Description
------                      ------          -----------
The Buncher Co.             Almatis Inc.    Building No. 4
Pittsburgh, Pennsylvania

Chapman Properties          Almatis Inc.    Office Lease
Leetsdale, Pennsylvania

Chapman Properties          Almatis Inc.    Production Plant
Leetsdale, Pennsylvania                     Lease

Port of Rotterdam           Almatis B.V.    Land Lease
Rotterdam, Netherlands

Nachbarschulte Gmbh         Almatis Gmbh    Building F12
Dorsten, Germany

Vernal Asset                Almatis Gmbh    Office Headquarters
Amsterdam, Netherlands                      Frankfurt

BK Giulini                  Almatis Gmbh    Land Lease
Ludwigshafen, Germany

The Debtors are planning to assume all of their Unexpired Leases
in connection with the revised restructuring proposal arranged by
Dubai International Capital LLC.  The Debtors' current deadline
to assume or reject those Leases, however, is set to expire
before the hearing on the confirmation of the revised proposal,
which is expected to take place by mid-August.  The Debtors thus
seek an extension of the Lease Decision Period.

Extending the initial Lease Decision Period gives the Debtors the
ability to formulate a different strategy for the Leases, if
necessary, should the Amended Plan not be confirmed, Michael A.
Rosenthal, Esq., at Gibson, Dunn & Crutcher LLP, in New York,
asserts.

He further relates that the requested extension would not unduly
prejudice lessors under the Leases, because the Debtors are
currently paying all rent as it becomes due.

The Court will consider approval of the request at a hearing set
for August 16, 2010.  Deadline for filing objections is August 9.

                       About Almatis Group

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

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

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

Bankruptcy Creditors' Service, Inc., publishes Almatis Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding and
ancillary foreign proceedings undertaken by Almatis B.V., and its
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


ALMATIS BV: Files Statement of Financial Affairs
------------------------------------------------
Remco de Jong, chief executive officer of Almatis B.V., informed
the U.S. Bankruptcy Court for the Southern District of New York
that the Company recorded income from the operation of its
business:

   Period                                    Amount
   ------                                    ------
   Fiscal YTD - April 29, 2010           $7,477,319
   Fiscal 2009                           $9,365,339
   Fiscal 2008                          $32,749,762

Mr. de Jong also disclosed that Almatis recorded these losses and
income other than from the operation of its business:

   Period                                    Amount
   ------                                    ------
   Fiscal YTD - April 29, 2010         ($15,515,793)
   Fiscal 2009                          $44,216,583
   Fiscal 2008                         ($42,259,891)

Within 90 days prior to its bankruptcy filing, Almatis paid
$45,325,250 to 118 creditors, including:

   Creditors                            Amount Paid
   ---------                            -----------
   Alumina Espanola SA                  $21,422,791
   Alcoa of Australia Limited            $6,070,497
   De Brauw Blackstone Westbroek NV      $2,009,108
   Belastingdienst                       $1,659,195
   Linklaters LLP                        $1,635,896
   Aegon Levensverzekeing NV             $1,349,169
   RWE Gas Verkoopmaatschappij NV        $1,241,199
   UBS Limited                           $1,191,146
   Talbot Hughes Mckillop LLP            $1,028,475

A list of the Creditor Payments is available without charge at:

   http://bankrupt.com/misc/Almatis_Payment118Creditors.pdf

Almatis also paid $1,284,119 to creditors, who were insiders
within one year before the Petition Date.  A list detailing the
payments made to the insiders is available without charge at:

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

The Company also paid almost $4 million to law firms and other
offices for consultation within a year prior to its bankruptcy
filing.  These firms include Close Brothers London, De Brauw
Blackstone Westbroek, Epiq Bankruptcy Solutions LLC, Ernst &
Young Rotterdam, Gibson Dunn & Crutcher LLP, Linklaters LLP, and
Talbot Hughes Mckillop.

Within two years prior to its bankruptcy, Almatis made capital
contribution to Qingdao Almatis Co. Ltd. on different dates:

     Date                           Amount
   --------                      ------------
   05/13/08                       $2,400,000
   06/29/09                       $1,700,000
   03/19/10                       $2,000,000
   04/28/10                       $5,900,000

Mr. de Jong said that Almatis suffered losses, including de
minimis losses, in the ordinary course of business but the
Company does not have records of them because those losses were
not material.

Within two years prior to Almatis' bankruptcy filing, these
bookkeepers and accountants kept or supervised the keeping of its
books of account and records:

Personnel                         Dates Services Rendered
---------                         -----------------------
Charles Herlinger                    04/16/07 - Present
Chief Financial Officer

Remco de Jong                        01/10/04 - Present
Chief Executive Officer

Ron Lips                             04/01/06 - Present

PricewaterhouseCoopers Accountants NV has audited the books of
account and records, and prepared the financial statement of
Almatis since 2007.

At the time of the Company's bankruptcy filing, its books of
accounts and records were at the custody of Messrs. Herlinger and
de Jong.

Mark Van Dijk and Pleun Van Kapel supervised the taking of the
last two inventories of Almatis' properties:

Date of Inventory           Dollar Amount of Inventory
-----------------           --------------------------
    05/31/10                 $2,500,438 - Inventory of finished
                             goods, wip and raw materials at
                             Site Theemsweg 30

    06/30/10                 $2,787,404 - Inventory of finished
                             goods, wip and raw materials at
                             Site Theemsweg 30

Almatis Holdings 9 BV has 100% stock ownership of Almatis B.V.,
according to Mr. de Jong.

                       About Almatis Group

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

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

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

Bankruptcy Creditors' Service, Inc., publishes Almatis Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding and
ancillary foreign proceedings undertaken by Almatis B.V., and its
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


ALMATIS BV: Wants Plan Exclusivity Until Nov. 26
------------------------------------------------
Almatis B.V. and its debtor affiliates ask U.S. Bankruptcy Judge
Robert Gerber to extend the exclusive period during which only
they can file a Chapter 11 plan and solicit votes from creditors
with respect to that plan.

Almatis wants the exclusive plan filing period extended through
November 26, 2010, and the exclusive solicitation period for the
plan extended through January 25, 2011.

Pursuant to Section 1121(b) and (c) of the Bankruptcy Code, the
initial Exclusive Filing Period in the Debtors' cases will expire
on August 28, 2010, while the initial Exclusive Solicitation
Period will expire on October 27, 2010.

Section 1121(b) provides for an initial 120-day period after the
commencement of a Chapter 11 case during which a debtor has the
exclusive right to file a plan of reorganization.  Section
1121(c)(3) provides that if the debtor files a plan of
reorganization within the Exclusive Filing Period, it has an
exclusive 180-day period from the commencement of the Chapter 11
case to solicit acceptances of and confirm that plan.

Section 1121(d) permits the Court to extend the Exclusive Periods
"for cause."

If the Debtors' request is approved by the Court, other parties-
in-interest would have to wait until the Exclusive Periods expire
to be able to file a rival plan.

The Debtors proposed a prepackaged restructuring plan when they
filed for bankruptcy on April 30, 2010.  The prepackaged plan was
supported by senior lenders led by Oaktree Capital Management
L.P., but was turned down by nearly all of the Debtors' second
lien and mezzanine lenders.  It also earned the ire of Almatis'
owner, Dubai International Capital LLC, as the prepackaged plan
would wipe out its stake in the Debtor.

The Debtors eventually hammered out a plan support agreement on a
revised restructuring plan arranged by DIC, which would fully
repay the senior lenders and allow junior lenders to recover more
than under the Oaktree-led prepackaged plan.  The Debtors also
negotiated a settlement with Oaktree, which agreed to support the
confirmation of the revised plan.

Counsel to the Debtors, Michael Rosenthal, Esq., at Gibson Dunn &
Crutcher LLP, in New York, says the terms of the revised
restructuring plan, coupled with the support of the junior
lenders and Oaktree, justify the additional time needed to
confirm and consummate the revised plan.

Mr. Rosenthal adds that the size and complexity of the Debtors'
cases, and the substantial progress made by the Debtors in their
cases especially in efforts undertaken towards the negotiation of
a bankruptcy plan amenable to all parties, warrant the
exclusivity extension sought.

Moreover, the Debtors aver that the extension sought will not
prejudice creditors as they have sufficient liquidity to pay
undisputed postpetition obligations as they become due.  The
Debtors also maintain that they have endeavored, through regular
interaction with their primary creditor constituencies, to
establish and maintain a cooperative working relationship.

The Court will consider approval of the proposed exclusivity
extension at an August 16, 2010 hearing.  Deadline for filing
objections is August 9.

                       About Almatis Group

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

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

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

Bankruptcy Creditors' Service, Inc., publishes Almatis Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding and
ancillary foreign proceedings undertaken by Almatis B.V., and its
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


AMERICAN HOMEPATIENT: Swings to $854,000 Net Profit in Q2 2010
--------------------------------------------------------------
American HomePatient, Inc. announced Wednesday its financial
results for the second quarter and six months ended June 30, 2010.

Net income for the second quarter of 2010 was $854,000, or $0.05
per diluted share, compared to a net loss of $4.0 million, or
$(0.23) per diluted share, for the second quarter of 2009.  Net
income in the current year includes gain on extinguishment of debt
of $1.5 million.

Net loss for the six months ended June 30, 2010, was $2.9 million,
or $(0.17) per diluted share, compared to a net loss of
$9.2 million, or $(0.52) per diluted share, for the same period in
2009.

Adjusted EBITDA was $11.7 million, or 16.9% of net revenue, for
the second quarter of 2010 compared to $8.4 million, or 12.7% of
net revenue, for the same period of 2009.  Adjusted EBITDA was
$19.7 million, or 14.4% of net revenue, for the six months ended
June 30, 2010, compared to $15.7 million, or 11.9% of net revenue,
for the same period of 2009.  The increase in adjusted EBITDA
(EBITDA excluding debt restructuring and tender offer expenses and
gain on extinguishment of debt) and net income in the current year
is primarily the result of growth in the Company's core
respiratory product lines and continued improvement in operating
efficiencies.

Revenues for the second quarter of 2010 were $69.2 million
compared to $66.0 million for the second quarter of 2009,
representing an increase of $3.2 million, or 4.8%.  Revenues for
the six months ended June 30, 2010, were $136.2 million compared
to $132.2 million for the same period in 2009, representing an
increase of $4.0 million, or 3.0%.

       Secured Debt Maturity and Restructuring Transactions

The Company had secured debt of $226.4 million that was due to be
repaid on August 1, 2009.  The Company entered into an agreement
with its senior debt holders and its largest stockholder, an
investment fund managed by Highland Capital Management, to
complete transactions that are intended to result in a going-
private transaction followed by a restructuring of the Company's
secured debt.  Per the terms of the restructuring agreement, the
Company retired approximately $10.2 million of its outstanding
secured debt obligations held by a single entity at a 15%
discount.  Also, per the terms of the restructuring agreement, the
Company successfully reincorporated in Nevada effective June 30,
2010, and the new Nevada entity commenced a tender offer to
acquire all outstanding shares of stock not held by Highland
managed accounts for $0.67 per share.  If the tender offer is
completed, the stock of American HomePatient would cease to be
publicly traded.

                       Going Concern Doubt

American HomePatient noted in its Form 10-Q filed with the
Securities and Exchange Commission that if is unable to
restructure the Secured Debt pursuant to the Restructuring Support
Agreement, the Company must refinance the debt, extend the
maturity, restructure or make other arrangements, some of which
could have a material adverse effect on the value of the Company's
common stock.

"Given the unfavorable conditions in the current debt market, the
Company believes that third-party refinancing of the debt will not
be possible at this time, which raises substantial doubt about the
Company's ability to continue as a going concern."

A full-text copy of the press release is available for free at:

               http://researcharchives.com/t/s?6817

A full-text copy of the Quarterly Report is available for free at:

               http://researcharchives.com/t/s?6818

                    About American HomePatient

Brentwood, Tenn.-based American HomePatient, Inc. (OTC BB: AHOM)
is one of the nation's largest home health care providers with
operations in 33 states.  Its product and service offerings
include respiratory services, infusion therapy, parenteral and
enteral nutrition, and medical equipment for patients in their
home.

As reported in the Troubled Company Reporter on March 8, 2010,
KPMG LLP, in Nashville, Tennessee, expressed substantial doubt
about the Company's ability to continue as a going concern after
auditing the Company's financial statements for the year ended
December 31, 2009.  The independent auditors noted that at
December 31, 2009, the Company had a net capital deficiency and
had a net working capital deficiency resulting from $226.4 million
of debt that matured on August 1, 2009.

The Company's balance sheet at March 31, 2010, showed
$240.7 million in total assets, $274.4 million in total
liabilities, and stockholders' deficit of $33.7 million.


AMERICAN INT'L: In Talks for Complete Government Exit
-----------------------------------------------------
Hugh Son and James Sterngold at Bloomberg News report that
American International Group Inc. Chief Executive Officer Robert
Benmosche said that the insurer is in talks with regulators to
become independent.

"We have commenced discussions with the U.S. government on the
process and terms of a complete government exit," Mr. Benmosche
told employees August 6 in a memo, according to Bloomberg.
"Depending of course on market conditions, which could remain
volatile, we expect to make meaningful progress in 2010 on
repaying the Federal Reserve Ban of New York, and over time fully
repaying all of our obligation to taxpayers."

AIG is divesting two non-U.S. life insurance divisions, AIA Group
Ltd. and American Life Insurance Co., to help repay the 2008
bailout received from the U.S. government.  The CEO must also
improve profits at AIG's remaining property-casualty and
retirement services operations to fully repay the U.S., according
to Bloomberg.

                   About American International

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

In September 2008, AIG experienced a liquidity crunch when its
credit ratings were downgraded below "AA" levels by Standard &
Poor's, Moody's Investors Service and Fitch Ratings.

That month the Federal Reserve Bank created an $85 billion credit
facility to enable AIG to meet increased collateral obligations
consequent to the ratings downgrade, in exchange for the issuance
of a stock warrant to the Fed for 79.9% of the equity of AIG.  The
credit facility was eventually increased to as much as $182.5
billion.

AIG has sold a number of its subsidiaries and other assets to pay
down loans received from the U.S. government, and continues to
seek buyers of its assets.


AMERICAN MORTGAGE: Amends Plan; Disc. Statement Hearing Aug. 19
---------------------------------------------------------------
American Mortgage Acceptance filed with the U.S. Bankruptcy Court
a First Amended Chapter 11 Plan of Reorganization and related
Disclosure Statement.

According to Carla Main at Bloomberg News, under the Plan, the
Company will retain its real- estate-investment-trust status, and
will issue new shares to raise equity "going forward."  A hearing
to consider confirmation of the Plan is scheduled for Sept. 10.

Under the Plan, the Debtor will transfer transfer bonds and
$100,000 to unsecured creditor Taberna Preferred Funding I, Ltd.
in satisfaction of its claims.  The existing stock will be
cancelled, and the Reorganized Debtor will issue new common stock
to unsecured creditor C3 Initial Assets LLC in satisfaction of
C3's claims.  Other unsecured creditors, as well as administrative
claimants and secured creditors, will be paid in full.  Holders of
equity interests won't receive any distributions.

According to BankruptcyData.com, the Court has rescheduled to
August 19 the hearing to consider the adequacy of the information
in the disclosure statement explaining the Plan.

Bloomberg relates that AMAC will seek confirmation of the Plan
under the cramdown provisions of the U.S. Bankruptcy Code, which
allow a debtor to gain approval of a plan when it isn't accepted
by all impaired creditors.

                      About American Mortgage

American Mortgage Acceptance Co. is a New York-based real
estate investment trust.

American Mortgage filed for Chapter 11 bankruptcy protection on
April 26, 2010 (Bankr. S.D.N.Y. Case No. 10-12196).  Carol A.
Felicetta, Esq., at Reid and Riege, P.C., and Sherri D. Lydell,
Esq., and Teresa Sadutto-Carley, Esq., at Platzer, Swergold,
Karlin, Levine Goldberg & Jaslow, LLP, assist the Company in its
restructuring effort.  The Company scheduled assets totalling
$6,366,680 and debts totalling $119,968,443 as of the Petition
Date.


AMERICA'S SUPPLIERS: Earns $13,500 in Q2 Ended June 30
------------------------------------------------------
America's Suppliers, Inc., filed its quarterly report on Form
10-Q, reporting net income of $13,479 on $3,557,934 of revenue for
the three months ended June 30, 2010, compared to a net loss of
$49,642 on $3,140,282 of revenue for the same period of 2009.

The Company's balance sheet as of June 30, 2010, showed
$1,627,477 in total assets, $1,947,764 in total liabilities, and
stockholders' deficit of $320,287.

The Company noted that it has a recent history of operating losses
and negative operating cash flows.  These factors raise
substantial doubt about its ability to continue as a going
concern, according to the Company.

A full-text copy of the Quarterly Report is available for free at:

               http://researcharchives.com/t/s?682b

Scottsdale, Ariz.-based Americas Suppliers, Inc. develops software
programs that allow the Company to provide general merchandise for
resale to businesses.  DollarDays International, Inc., the
Company's wholly owned subsidiary, is an Internet based wholesaler
of general merchandise to small independent resellers through its
website http://www.DollarDays.com/. Orders are placed by
customers through the website where, upon successful payment, the
merchandise is shipped directly from the vendors' warehouses.

As reported in the Troubled Company Reporter on March 26, 2010,
MaloneBailey, LLP, in Houston, expressed substantial doubt about
the Company's ability to continue as a going concern following the
Company's 2009 results.  The independent auditors noted that
Company has suffered an accumulated deficit of $6,949,006 as of
December 31, 2009.


AMN HEALTHCARE: S&P to Cut to 'B+' After Purchase of Nursefinders
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it expects to lower
its corporate credit rating on San Diego, Calif.-based AMN
Healthcare Inc. to 'B+' with a stable outlook following the
completion of the Company's acquisition of Texas-based health care
staffing company Nursefinders (d/b/a Medfinders).  S&P placed its
current 'BB-' rating for the company on CreditWatch with negative
implications on July 29, 2010, after the planned acquisition was
announced.

AMN plans to acquire Medfinders using 6.3 million shares of common
stock and 5.7 million shares of newly issued series A conditional
preferred shares.  Upon shareholder approval, S&P expects the
preferred stock be converted to common shares within six months of
the transaction's close.  AMN will amend and extend its
$107 million senior secured first-lien term loan, increasing it by
$68 million and issue a $50 million senior secured second-lien
term loan.

S&P is assigning its 'B+' issue-level rating (the same as the
expected 'B+' corporate credit rating on the company) to AMN's
proposed $50 million second-lien senior secured term loan due
2016.  The recovery rating on this debt is '4', indicating S&P's
expectation of average (30%-50%) recovery for lenders in the event
of a payment default.

Also, upon completion of the acquisition, S&P expects to revise
its recovery rating on the company's senior secured first-lien
debt to '1', indicating S&P's expectation of very high (90% to
100%) recovery for lenders in the event of a payment default, from
'2'.  The issue-level rating on this debt would remain at 'BB'--
two notches higher than the expected 'B+' corporate credit rating-
-in accordance with S&P's notching criteria for a '1' recovery
rating.

S&P believes that AMN's acquisition of Medfinders may benefit the
company's business risk profile over time by improving its
competitive position, if AMN is able to realize benefits from
Medfinders' vendor management services business.  However, in
S&P's view, this transaction does not fundamentally change the
difficulties that the company faces in the health care staffing
industry, particularly significantly reduced demand from hospital
clients for temporary nurses.  S&P estimates that pro forma
adjusted debt leverage (not including synergies and giving equity
credit for the temporary preferred shares) will be about 5x at the
close of the transaction, and could decline toward 4x by the end
of 2011 if the company realizes projected synergies and achieves
at least 5% revenue growth.


ARVINMERITOR INC: Has Deal to Sell Body Systems Biz. for $35MM
--------------------------------------------------------------
ArvinMeritor Inc. had entered into an agreement to sell its Body
Systems business to 81 Acquisition LLC, an affiliate of Inteva
Products, LLC, a wholly owned subsidiary of The Renco Group, Inc.,
a New York company on Aug. 3, 2010.

Total consideration -- including $20 million in cash at closing
and a promissory note for $15 million -- is expected to be
approximately $35 million and is subject to certain potential
adjustments for items such as working capital fluctuations.  The
Agreement also provides that the purchaser will pay to the seller
an amount equal to the value of the cash that remains in the
business at closing, some of which will be paid at closing of the
transaction and other amounts to be paid over time.

Upon signing of the Agreement, $10 million of the purchase price
was placed in escrow pending closing of the sale process.
ArvinMeritor expects to complete the transaction by the end of
calendar year 2010, subject to regulatory approvals and other
customary closing conditions.  The Body Systems business is
expected to be presented in discontinued operations in
ArvinMeritor's consolidated financial statements at September 30,
2010.

The Agreement may be terminated prior to closing by agreement of
the parties or by either party if the closing does not occur by
December 31, 2010.

A full-text copy of the Purchase and Sale Agreement is available
for free at http://ResearchArchives.com/t/s?682d

                     About Inteva Products

Inteva Products, LLC has more than 90 years of experience and
expertise, empowering some of the best minds in the industry with
global resources supported by a team at 18 facilities on three
continents.  Inteva designs, engineers, manufactures, and
assembles Interior Systems, Cockpits, Latch and Closure Systems,
Door Module and Window Lift Systems for leading OEMs around the
globe.  Inteva's integration capabilities provide everything from
small component parts to fully integrated vehicle subsystems.
Inteva is committed to execute to the highest level possible for
all customers to create solutions that meet quality and technical
specifications while remaining on time and on budget.

                      About ArvinMeritor Inc.

Based in Troy, Michigan, ArvinMeritor, Inc.  --
http://www.arvinmeritor.com/-- supplies integrated systems,
modules and components to the motor vehicle industry.  The Company
celebrated its centennial anniversary in 2009.  The Company serves
commercial truck, trailer and specialty original equipment
manufacturers and certain aftermarkets, and light vehicle
manufacturers.

The Company's balance sheet at June 30, 2010, showed $2.81 billion
in total assets, $1.31 billion in total current liabilities,
$1.01 billion in long-term debt, $1.07 billion in retirement
benefits, $324.00 million in other liabilities, and stockholders'
deficit of $909.00 million.  Stockholders' deficit was
$877.0 million at March 31, 2010.

ArvinMeritor has 'B3' Corporate Family and Probability of Default
ratings from Moody's Investors Service.  In July 2010, when
Moody's raised the ratings to 'B3' from 'Caa1', it noted that
about 52% of the company's fiscal 2010 revenues to date are from
North America, where demand is expected to strengthen in the
second half of the year.  But with 21% of the company's revenue
from Europe, a slower pace of economic recovery is expected to
constrain overall growth.  Tight credit markets also may limit
near-term growth in commercial vehicle purchases.


BEAR ISLAND: Collateral Agent Opposes DIP Amendment
---------------------------------------------------
Carla Main at Bloomberg News reports that General Electric Capital
Corp., the U.S. collateral and documentation agent for lenders of
Bear Island Paper Co., made a limited objection to a request by
the Official Committee of Unsecured Creditors to amend the July 8
debtor-in-possession order.

Bloomberg reports that according to GECC, the Creditors Committee
has identified three bank accounts, which, it says, aren't subject
to prepetition liens.  GECC claims the money is subject to a
Jan. 10 block-account agreement and falls under a "properly
perfected security interest" it holds.  The GECC asked that any
order granting the DIP motion should state that nothing in it
"limits or alters the scope" of the prepetition liens.

                  About White Birch & Bear Island

Canada-based White Birch Paper Company is the second-largest
newsprint producer in North America.  As of December 31, 2009, the
White Birch Group held a 12% share of the North American newsprint
market and employed roughly 1,300 individuals (the majority of
which reside in Canada).  Bear Island Paper Company, L.L.C., is a
U.S.-based unit of White Birch.

Bear Island filed a voluntary petition for relief under Chapter 11
of the Bankruptcy Code (Bankr. E.D. Va. Case No. 10-31202) on
February 24, 2010.  Bear Island estimated assets of $100 million
to $500 million and debts of $500 million to $1 billion in its
Chapter 11 petition.

White Birch filed for bankruptcy protection under Canada's
Companies' Creditors Arrangement Act, before the Superior Court
for the Province of Quebec, Commercial Division, Judicial District
of Montreal, Canada.  White Birch and five other affiliates --
F.F. Soucy Limited Partnership; F.F. Soucy, Inc. & Partners,
Limited Partnership; Papier Masson Ltee; Stadacona Limited
Partnership; and Stadacona General Partner, Inc. -- also sought
bankruptcy protection under Chapter 15 of the U.S. Bankruptcy Code
(Bankr. E.D. Va. Case No. 10-31234).

Jonathan L. Hauser, Esq., at Troutman Sanders LLP, in Virginia
Beach, Virginia; and Richard M. Cieri, Esq., Christopher J.
Marcus, Esq., and Michael A. Cohen, Esq., at Kirkland & Ellis LLP,
in New York, serve as counsel to White Birch, as Foreign
Representative.  Kirkland & Ellis and Troutman Sanders also serve
as Chapter 11 counsel to Bear Island.  AlixPartners LLP serves as
financial/restructuring advisor to Bear Island, and Lazard Freres
& Co., serves as investment banker.  Chief Judge Douglas O. Tice,
Jr., handles the Chapter 11 and Chapter 15 cases.


BEAZER HOMES: Posts $27.8 Million Net Loss for June 30 Quarter
--------------------------------------------------------------
Beazer Homes USA Inc. incurred a net loss of $27.81 million on
$339.94 million of revenue for the three months ended June 30,
2010, compared with a net loss of $27.97 million on $224.07
million of revenue during the same period in 2009.

The Company's balance sheet at June 30, 2010, showed $1.95 billion
in total assets, $1.50 billion in total liabilities, and
stockholders' equity of $454.73 million.

Ian J. McCarthy, President and Chief Executive Officer, said in
the Company's news release, "As we anticipated earlier this year,
the third quarter represented two distinctly different business
environments for us.  Through the expiration of the First Time
Homebuyer Tax Credit on April 30th, traffic and new home orders
were tracking well above prior year results.  In May and June
traffic and new home orders were substantially below the levels
experienced in the prior year.  While new home affordability and
mortgage rates are at historically attractive levels, homebuyers
continue to be concerned about employment, the impact of
additional foreclosures and general conditions in the economy.  We
believe employment growth and improved consumer confidence remain
the keys to a sustainable recovery in the homebuilding industry.
In the meantime, we are taking the steps necessary to position the
Company to fully participate in the eventual housing recovery."

                    Results for the Quarter

Homebuilding revenues from continuing operations increased 52.0%
in the third quarter, due to a 73.3% increase in the number of
homes closed, offset by a 12.3% reduction in the Company's Average
Selling Price.  The reduction in Average Sales Price was primarily
attributable to a substantial geographic shift in closings to
those markets with the lowest ASP and the highest concentration of
first time home buyers.  This change accounted for approximately
8.0% of the total reduction in ASP. Net new home orders from
continuing operations decreased 32.5% compared to the third
quarter of last year, driven by a 26.9% decrease in gross new
orders and an increase in the cancellation rate to 28.9%, compared
to 23.0% a year ago.

The Company said, "Our gross profit margin improved to 11.8% for
the current quarter compared to 2.6% in the third quarter of the
prior year.  Although margins improved as compared to the prior
year, we continued to be impacted by a challenging homebuilding
environment, impacted by the greater concentration of lower priced
homes and by non-cash pre-tax charges for inventory impairments
and lot option abandonments of $5.1 million for the quarter ended
June 30, 2010."

"We recorded a $28.4 million benefit from income taxes primarily
due to an additional refund request of $32 million this quarter
related to our finalized carry back claim of $133 million, of
which $101 million had been previously requested and received.
The difference between the additional carry back claim requested
this quarter and our tax benefit from continuing operations
results from changes to our estimates of future sources of taxable
income and unrecognized tax benefits.

"The Company controlled 29,768 lots at June 30, 2010, including
727 owned lots in discontinued operations.  Total controlled lots
of 29,768 reflect a reduction of 9.5% from the level at June 30,
2009 and 2.8% from the level at September 30, 2009.  During the
quarter we entered into purchase and option transactions relating
to 1,679 lots. Year-to-date we have contracted for 2,925 lots
through a combination purchase and lot option agreements."

As of June 30, 2010, unsold finished homes totaled 319, an
increase of 85 homes, from the level a year ago.

          Liquidity and Liability Management Initiatives

At June 30, 2010, the Company had cash and cash equivalents of
$514.6 million, including restricted cash of $42.6 million
primarily to collateralize outstanding letters of credit.

As previously reported, in May 2010, the Company closed its
concurrent public offerings of $300 million unsecured senior note
offering, 3.0 million 7.25% tangible equity units and 12.5 million
shares of its common stock.  Net proceeds of these transactions
were approximately $437 million.  The company said, "We used the
proceeds from these offerings to repurchase debt including our
outstanding 2012 senior notes at par and our 2024 convertible
senior notes at an average premium price of 100.6 percent of par.
We recorded a $9.0 million loss related to these repurchases
during our third quarter of fiscal 2010, primarily related to the
write-off of unamortized debt issuance costs.  As a result of
these transactions and our fiscal year-to-date results from
operations, our stockholders' equity increased from $196.6 million
as of September 30, 2009 to $454.7 million as of June 30, 2010.
Our tangible net worth also increased by $267.6 million fiscal
year-to-date to $404.6 million at June 30, 2010."

A full-text copy of the Company's earnings release is available
for free at http://ResearchArchives.com/t/s?6831

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?6830

                      About Beazer Homes

Beazer Homes USA, Inc. (NYSE: BZH) -- http://www.beazer.com/--
headquartered in Atlanta, is one of the country's 10 largest
single-family homebuilders with continuing operations in Arizona,
California, Delaware, Florida, Georgia, Indiana, Maryland, Nevada,
New Jersey, New Mexico, North Carolina, Pennsylvania, South
Carolina, Tennessee, Texas, and Virginia.  Beazer Homes is listed
on the New York Stock Exchange under the ticker symbol "BZH."

                         *     *     *

Beazer carries (i) a "B-" issuer credit rating, with "stable"
outlook, from Standard & Poor's, (ii) "Caa1" probability of
default and long term corporate family ratings from Moody's, and
(iii) 'B-' issuer default rating from Fitch Ratings.

In May 2010, when it upgraded the ratings from 'CCC' to 'B-',
Fitch noted that the Company has an improved capital structure as
a result of the completed $447.6 million equity and debt offering.
Net proceeds from the offering will be used to fund debt
repurchases.  Following these proposed debt redemptions, Beazer
will not have any major debt maturities until November 2013, when
$164 million of senior notes become due.  Nevertheless, the
company will continue to have a substantial debt position and
high leverage following these transactions.


BENITA LLC: Case Summary & 19 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Benita, LLC
        1545 Bethel Road
        Columbus, OH 43220

Bankruptcy Case No.: 10-59333

Chapter 11 Petition Date: August 3, 2010

Court: United States Bankruptcy Court
       Southern District of Ohio (Columbus)

Judge: C. Kathryn Preston

Debtor's Counsel: Robert E. Bardwell, Esq.
                  995 South High Street
                  Columbus, OH 43206
                  Tel: (614) 445-6757
                  Fax: (614) 224-4870
                  E-mail: rbardwell@ohiobankruptlaw.com

Scheduled Assets: $4,129,421

Scheduled Debts: $3,674,211

A list of the Company's 19 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/ohsb10-59333.pdf

The petition was signed by Benjamin Dougan, managing member.


BIOJECT MEDICAL: Posts $556,000 Net Loss for June 30 Quarter
------------------------------------------------------------
Bioject Medical Technologies Inc., posted revenues of $1.2 million
for the quarter ended June 30, 2010, compared with revenues of
$1.7 million in the comparable 2009 period.  Product sales were
$1.0 million in the 2010 period, compared to $1.6 million in the
comparable 2009 period.  License and technology fees were $117,000
for the quarter ended June 30, 2010 compared to $124,000 in the
comparable 2009 period.

The Company's balance sheet at June 30, 2010, revealed
$3.99 million in total assets, $1.82 million in total current
liabilities, $1.22 million in deferred revenue, $349,999 in other
long-term liabilities, and stockholder's equity of $600,000.

The Company posted an operating loss of $593,000 in the second
quarter of 2010 compared to an operating loss of $108,000 in the
second quarter of 2009.  Net loss allocable to common shareholders
for the second quarter of 2010 was $580,000 compared to $313,000
in the comparable 2009 period. Cash at June 30, 2010 totaled
$0.5 million.

Basic and diluted net loss per share allocable to common
shareholders for the quarter ended June 30, 2010 was $0.03 per
share on 17.8 million weighted average shares outstanding compared
to a net loss of $0.02 per share on 17.0 million weighted average
shares outstanding for the same period of 2009.

"The challenges of lower revenue for the second quarter and
increased spending on future opportunities influenced our
operating results for the quarter ended June 30, 2010, over the
same period last year," said Ralph Makar, Bioject's President and
CEO.  Mr. Makar added, "During the second quarter of 2010, we
significantly increased investment on pursuing new business
opportunities.  Even with these efforts, our cash position at the
end of the second quarter of 2010 was comparable to our cash
position at the end of the first quarter of 2010.  We believe that
the investments made and the active plan we have been working on
will yield improved results during the latter half of the year.
As we strategically focus on future opportunities, we are also
pursuing potential sources of additional capital either through
the closure of new contracts or from other sources," commented
Mr. Makar.

A full-text copy of the Company's earnings release is available
for fee at http://ResearchArchives.com/t/s?682a

                       About Bioject Medical

Bioject Medical Technologies Inc. (OTCBB: BJCT) --
http://www.bioject.com/-- based in Portland, Oregon, is an
innovative developer and manufacturer of needle-free injection
therapy systems.  The Company is focused on developing mutually
beneficial agreements with leading pharmaceutical, biotechnology,
and veterinary companies.

                          *     *     *

Moss Adams LLP, in Portland, Oregon, expressed substantial doubt
about the Company's ability to continue as a going concern
following its 2009 results.  The auditor noted that the Company
has suffered recurring losses, has had significant recurring
negative cash flows from operations, and has an accumulated
deficit.


BLACK CROW: Mediator Named to Oversee GECC Dispute
--------------------------------------------------
Carla Main at Bloomberg News reports that U.S. Bankruptcy Judge
Paul M. Glenn yesterday named a mediator to oversee a dispute
between bankrupt Black Crow Media Group LLC and General Electric
Capital Corp.  The two parties requested the appointment of
Catherine P. McEwen.

The Bloomberg report relates that Black Crow won an extension
until Nov. 8 of its exclusive right to file a chapter 11 plan.  In
March, Black Crow beat back a motion by GECC to dismiss the case
or allow foreclosure.

Black Crow, Bloomberg notes, had filed for Chapter 11 two days
before a hearing in U.S. district court on GECC's bid to appoint a
receiver for the Company following default on the term loans and
revolving credit.

                         About Black Crow

Daytona Beach, Florida-based Black Crow Media Group, LLC, owns and
operates 17 FM and 5 AM radio stations in Daytona Beach, Live Oak,
Valdosta, Huntsville, Alabama, and Jackson, Tennessee.

The Company filed for Chapter 11 bankruptcy protection on
January 11, 2010 (Bankr. M.D. Fla. Case No. 10-00172).  The
Company's affiliates -- Black Crow Media, LLC, et al. -- also
filed separate Chapter 11 petitions.  Mariane L. Dorris, Esq., and
R Scott Shuker, Esq., at Latham Shuker Eden & Beaudine LLP, assist
the Company in its restructuring effort.  The Company estimated
assets of $10 million to $50 million and debts of $50 million to
$100 million in its Chapter 11 petition.


BLACK GAMING: Reorganization Plan Declared Effective
----------------------------------------------------
Black Gaming emerged from Chapter 11 's after its reorganization
plan was declared effective, BankruptcyData.com reported.

The Court confirmed the Plan on July 21.  The key terms of the
Plan include:

   * The Company's senior credit facility with Wells Fargo
     Foothill will be paid in full.

   * The Company's senior secured noteholders will exchange their
     notes and claims thereunder for a new credit facility of
     $62,500,000.

   * The Company's senior subordinated noteholders will receive
     warrants to purchase equity interests in reorganized Black
     Gaming in exchange for their notes and claims.

   * To the extent permitted under the Bankruptcy Code, general
     unsecured claims, including vendors, will be paid in cash.

   * Anthony Toti, Newport Global Advisors or one of its
     affiliates, Robert R. Black, Sr. and one or more parties to
     be designated by Michael Gaughan will contribute cash in
     excess of $18,250,000 in exchange for 100% of the new equity
     interests in reorganized Black Gaming.

   * Robert R. Black, Sr. will remain C.E.O. Anthony Toti will
     remain C.O.O., and Sean P. McKay will remain C.F.O.

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

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

                         About Black Gaming

Headquartered in Las Vegas, Nevada, Black Gaming, LLC, is a
holding company and is an owner and operator of three gaming
entertainment properties located in Mesquite, Nevada.

The Company filed for Chapter 11 bankruptcy protection on March 1,
2010 (Bankr. D. Nev. Case No. 10-13301).  Gregory E. Garman, Esq.,
and Talitha B. Gray, Esq., at Gordon & Silver, Ltd., assist the
Company in its restructuring effort.  Kurtzman Carson Consultants
is the Company's claims and notice agent.  In its petition, the
Company estimated $10 million to $50 million in assets and
$100 million to $500 million in debts.

The Company's affiliates -- B&BB, Inc.; R. Black, Inc.; Casablanca
Resorts, LLC; Casablanca Resorts, LLC; Oasis Interval Ownership,
LLC; Oasis Interval Management, LLC; Oasis Recreational
Properties, Inc.; RBG, LLC; and Virgin River Casino Corporation --
filed separate Chapter 11 petitions.


BLOCKBUSTER INC: Said to Get Debt Relief to Prepare for Bankr.
--------------------------------------------------------------
According to reporting by Bloomberg News, three people with
knowledge of the matter said that Blockbuster Inc. will receive a
one-month reprieve from creditors so it can prepare for a possible
bankruptcy filing in September.

Jonathan Keehner, Jeffrey McCracken and Ronald Grover, writing for
Bloomberg, report that the people aware of the private
negotiations said lenders are pushing for a pre-packaged
bankruptcy in exchange for the 30-day extension on debt repayment.
Blockbuster is reaching out to companies about buying assets in or
out of bankruptcy, one of the people said.

"We've been transparent throughout this process about the
potential sales or licensing of certain international operating
assets," Patricia Sullivan, a Blockbuster spokeswoman, said in an
e-mailed statement, according to the report.  "These discussions
are ongoing," Ms. Sullivan said.

Blockbuster's only option may be filing for a Chapter 11
restructuring, said Michael Pachter, an analyst with Los Angeles-
based Wedbush Securities Inc. who rates the stock "neutral,"
Bloomberg said in its report.

                     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/

The Company's balance sheet as of April 4, 2010, showed
$1.319 billion in assets, $1.693 billion in liabilities, and
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.

The Company said in March 2010 it was seeking to refinance its
debt and could be forced into bankruptcy protection.  Bondholders
agreed in July to let Blockbuster defer the interest and principal
on senior secured notes until Aug. 13.

The Company has lost about $1 billion during the past three years
on competition from Netflix Inc. and Coinstar Inc.


BOSTON GENERATING: To Sell Assets for $1.1-Bil. in Bankruptcy
-------------------------------------------------------------
Constellation Energy on Monday said it has signed an asset
purchase agreement with Boston Generating LLC to acquire its
2,950-megawatt fleet, the third largest power generating portfolio
in the New England region, for approximately $1.1 billion, or
roughly $372/kW.

The proposed transaction is expected to be consummated through a
court-approved bankruptcy proceeding to be initiated by Boston
Generating.  If approved, Constellation Energy's bid would then be
considered the price to be beat in an asset auction to be held
later this year.

If Constellation Energy is ultimately the successful acquirer,
under terms of the agreement it would acquire Boston Generating's
five power plants located in the Boston area: four natural gas
fired plants, including Mystic 8 and 9 (1,580 megawatts), Fore
River (787 megawatts), Mystic 7 (574 megawatts); and a fuel oil
plant, Mystic Jet (9 megawatts).

Constellation Energy has previously stated its interest in
acquiring physical generation assets in the New England Power Pool
(NEPOOL), where the company operates large retail and wholesale
competitive supply businesses.  Constellation Energy currently
serves approximately 13.3Twh of customer load in the NEPOOL market
where Boston Generating is located.  Constellation Energy
currently has no generation assets in the region.

"This agreement is consistent with Constellation Energy's
previously stated intention to purchase physical generation assets
in regions where we have significant load obligations," said Mayo
A. Shattuck, III, chairman, president and chief executive officer
of Constellation Energy. "These assets would expand our physical
generation fleet with a portion of the total output further
improving our net load to generation ratio to approximately 55
percent."

Based on the current bid price, Constellation Energy would expect
this transaction to be accretive to earnings beginning in 2011.
Constellation Energy plans to finance this transaction through a
mix of available cash on hand and debt.

Constellation Energy's financial advisors were Credit Suisse and
UBS Investment Bank and its legal advisor was Winston & Strawn
LLP.

Boston Generating's financial advisors were J.P. Morgan and
Perella Weinberg Partners and its legal advisor was Latham &
Watkins LLP.

The Troubled Company Reporter, citing Mark Peters at Dow Jones
Newswires, reported on July 26, 2010, that Standard & Poor's
expects Boston Generating will likely file for bankruptcy
protection by fall.  According to the report, S&P said Boston
Generating has too much debt and likely will seek protection in
the third quarter.

In April, Boston Generating announced a strategic sale process as
part of efforts to restructure the company.  Dow Jones reported
that a spokesman for the company said those efforts are ongoing,
but declined to comment on the bankruptcy timeline projected by
S&P.

                     About Constellation Energy

Constellation Energy (NYSE: CEG) -- http://www.constellation.com/
-- supplies energy products and services to wholesale and retail
electric and natural gas customers.  It owns a diversified fleet
of generating units located in the United States and Canada,
totaling approximately 9,000 megawatts of generating capacity, and
is among the leaders pursuing the development of new nuclear
plants in the United States.  The company delivers electricity and
natural gas through the Baltimore Gas and Electric Company (BGE),
its regulated utility in Central Maryland.  A FORTUNE 500 company
headquartered in Baltimore, Constellation Energy had revenues of
$15.6 billion in 2009.

                      About Boston Generating

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


BOZEL S.A.: Shareholder's Liquidator Can Take Control of Assets
---------------------------------------------------------------
In Andrew Bickerton as Liquidator of Wellgate International
Limited, and Crastvell Trading Limited, v. Bozel S.A. and Michel
Marengere, Adv. Proc. No. 10-03249 (Bankr. S.D.N.Y), Judge Arthur
J. Gonzalez granted the Plaintiffs' request, seeking (1) a
judicial determination that the Liquidator, as the Debtor's sole
shareholder, has the authority to take any and all actions
consistent with that position, including but not limited to
removing Mr. Marengere from his position as the Debtor's sole
director and directing the Defendants to turn over to the
Liquidator books, records, and documents and submit to the
Liquidator's authority; (2) an order granting a permanent
injunction pursuant to 11 U.S.C. Sec. 105 and
F.R.B.P. Rule 7065(a) restraining and enjoining Mr. Marengere and
any individual or entity controlled or directed by him, (i) from
exercising, or attempting to exercise, any control over the assets
of the Debtor or any of its non-debtor subsidiaries, (ii) from
interfering in any way with the rights of the Liquidator,
including the Liquidator's rights to assert control over the
assets of the Debtor and of any of its non-debtor subsidiaries,
and (b) directing Mr. Marengere, and any individual or entity
controlled or directed by him, to turn over to the Liquidator any
books and records of the Debtor and of any of its non-debtor
subsidiaries.

The Liquidator was duly appointed by a British Virgin Islands
court in Wellgate's insolvency proceeding, and section 175(1)(a)
of the BVI Insolvency Act vests him with the custody and control
over the assets of Wellgate upon the issuance of the BVI Order.
The Debtor is a wholly owned subsidiary of Wellgate.

A copy of the opinion dated August 4, 2010, is available at:

    http://www.leagle.com/unsecure/page.htm?shortname=inbco20100804560

The Wellgate Liquidator is represented by:

     Allen G. Kadish, Esq.
     Adam Dembrow, Esq.
     GREENBERG TRAURIG, LLP
     200 Park Avenue, NY
     MetLife Building, 200 Park Avenue
     New York, NY 10166
     Telephone: 212-801-6846
     Facsimile: 212-805-5546
     E-mail: kadisha@gtlaw.com
             dembrowa@gtlaw.com

          - and -

     Mark D. Bloom, Esq.
     Paul J. Keenan, Jr., Esq.
     1221 Brickell Avenue
     Miami, FL 33131
     Telephone: 305-579-0500
     Facsimile: 305-579-0717
     E-mail: bloomm@gtlaw.com
             keenanp@gtlaw.com

Crastvell Trading Limited is represented by:

     Tracy L. Klestadt, Esq.
     KLESTADT & WINTERS, LLP
     292 Madison Avenue, 17th Floor
     New York, NY 10017-6314
     Telephone: 212-972-3000
     Facsimile: 212-972-2245
     E-mail: tklestadt@klestadt.com

Defendant Michel Marengere is represented by:

     Joseph G. Makowski, Esq.
     420 Franklin Street
     Buffalo, NY

Bozel S.A. is a mineral mining company based in Luxembourg.

Bozel S.A. sought Chapter 11 protection (Bankr. S.D.N.Y. Case No.
10-11802) on April 6, 2010.  In its petition, the Debtor estimated
assets ranging from $50 million to $100 million, and debts ranging
from $10 million to $50 million.  William F. Savino, Esq., Daniel
F. Brown, Esq., and Beth Ann Bivona, Esq., at Damon Morey LLP in
Buffalo, N.Y., represent the Debtor.


BRYAN/MOORE DEVELOPMENT: Files Full-Payment Reorganization Plan
---------------------------------------------------------------
Bryan/Moore Development, LLC, submitted with the U.S. Bankruptcy
Court for the District of Arizona a proposed Plan of
Reorganization and an explanatory Disclosure Statement.

According to the Disclosure Statement, the Debtor intends to
restructure the claim of Bank of America (Class 2) and use the net
rents generated by the real property to service the indebtedness,
and to pay all administrative and unsecured claims in full.

Under the Plan, the Debtor will pay BofA $13,056,523, plus all
accrued interest at the non-default contract rate of 4.67% through
the effective date, plus attorney's fees and costs as allowed by
the Court, in monthly interest only payments at the fixed rate of
5.75% with a balloon payment of all principal and interest coming
due three years after the effective date.

Beginning 60 days from the effective Date, all general unsecured
claims (Class 3) will be paid in full, in cash.

Bryan Moore LLC (Class 4) will retain its interest in the Debtor
as the Debtor intends to pay all allowed claims in full and thus
Bryan Moore will retain its interest in the Debtor.

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

The Debtor is represented by:

     Pernell W. McGuire, Esq.
     James M. McGuire, Esq.
     MCGUIRE GARDNER P.L.L.C.
     320 N. Leroux, Suite A
     Flagstaff, AZ 86001
     Tel: (928) 779-1173
     Fax: (928) 779-1175
     E-mail: pmcguire@McGuireGardner.Com
             jmcguire@McGuireGardner.Com

                   About Bryan/Moore Development

Mesa, Arizona-based Bryan/Moore Development, LLC, filed for
Chapter 11 bankruptcy protection on March 31, 2010 (Bankr. D.
Ariz. Case No. 10-09233).  The Company scheduled $15,525,000 in
assets and $13,166,621 in liabilities as of the Chapter 11 filing.


BUMBLE BEE: Mulling Sale; 'B+' Placed by S&P on Watch Negative
--------------------------------------------------------------
Standard & Poor's Ratings Services said it placed its ratings on
seafood processor Bumble Bee Foods L.P., including the 'B+'
corporate credit rating, on CreditWatch with negative
implications.

The CreditWatch placement follows the company's announcement that
it has hired J.P. Morgan Securities Inc. as its financial advisor
to explore strategic alternatives, including the possibility of a
sale of the company.

"Although S&P currently does not have any specific information
regarding possible financing plans for a potential sale," said
Standard & Poor's credit analyst Christopher Johnson, "S&P
believes a future sale may result in the company adopting a more
aggressive financial policy, including the possibility of a more
highly leveraged capital structure."

Resolution of the CreditWatch will depend on S&P's assessment of
the company's future ownership structure and financial policies if
it is sold or merged into another company.


CABLEVISION SYSTEMS: Revenue Up 5.8%, Q2 Income at $60.86-Mil.
--------------------------------------------------------------
Cablevision Systems Corporation reported net income of
$60.86 million on $1.802 billion of net revenue for the three
months ended June 30, 2010, compared with net income of
$87.01 million on $1.702 billion of net revenue during the
comparable period in 2009.

Second quarter consolidated net revenues grew 5.8% in the second
quarter compared to the prior year period, reflecting solid
revenue growth in Telecommunications Services and Rainbow, offset
slightly by a decline at Newsday.

Second quarter 2010 AOCF and operating income were favorably
impacted by a $23 million programming cost adjustment related to
prior years.  If excluded, AOCF and operating income would have
grown 5.3% and 16.2%, respectively, compared to the prior year
period.

Operating highlights for the second quarter 2010 include:

  * Year-to-date Consolidated Free Cash Flow from Continuing
    Operations of $431.7 million

  * Revenue Generating Units additions of 75,900 for the second
    quarter, including an increase in basic video customers

  * Average Monthly Revenue per Basic Video Customer of $149.12 in
    the second quarter of 2010

  * Cable advertising revenue growth of 26.7% in the second
    quarter of 2010, compared to the prior year period.

Cablevision President and CEO James L. Dolan commented:  "For the
second quarter, Cablevision delivered solid increases in revenue
and AOCF, driven primarily by the ongoing strength of our core
businesses.  Both Cable and Rainbow performed well over the last
three months fueled, in part, by impressive double-digit increases
in advertising revenue.  In addition, our cable business continues
to experience steady growth across all of our consumer services,
including basic video, which helped maintain Cablevision's
industry-leading penetration rates again this quarter.  We are
pleased with our 2010 year-to-date results, highlighted by free
cash flow of $432 million," concluded Mr. Dolan.

A full-text copy of the Company's earnings release is available
for free at http://ResearchArchives.com/t/s?682e

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?682f

                     About Cablevision Systems

Headquartered in Bethpage, New York, Cablevision Systems
Corporation is predominantly a domestic cable TV multiple system
operator serving around 3.1 million subscribers in and around the
New York metropolitan area.  Among other entertainment-and media-
related business ventures, the company also owns and distributes
programming to cable television and direct broadcast satellite
providers throughout the United States through its Rainbow
National Services subsidiary.

The Company's balance sheet at June 30, 2010, showed $7.63 billion
in total assets, $13.81 billion in total liabilities, and
stockholders' deficit $6.19 billion.

                           *     *     *

As reported in the Troubled Company Reporter on July 27, 2010,
Fitch Ratings has affirmed the 'BB-' Issuer Default Ratings
assigned to Cablevision Systems Corporation and its wholly owned
subsidiary CSC Holdings LLC.  The Rating Outlook is Stable.  As of
March 31, 2010, CVC had approximately $11.4 billion of debt
outstanding.  Fitch noted that the Company's liquidity position
and financial flexibility have strengthened when considering,
among other things, the Company's improved free cash flow
generation, and access to approximately $1.4 billion of available
borrowing capacity from revolvers.

Cablevision carries a 'Ba2' long term corporate family rating from
Moody's and 'BB' issuer credit ratings from Standard & Poor's.


CAPITAL GROWTH: Has Interim Nod to Access Funds from Downtown CP
----------------------------------------------------------------
Capital Growth Systems Inc., together with its wholly owned
subsidiaries, entered into a Debtor in Possession Loan and
Security Agreement with Downtown CP-CGSY LLC, the holders of
certain debentures issued by the Company and certain other
investors that were approved by the Pre-Petition Debenture
Lenders.

The DIP Loan Agreement was effective as of July 30, 2010 and was
approved on an interim basis on that date, pending a final hearing
on the matter, by the United States Bankruptcy Court for the
District of Delaware, before which the Debtors' Chapter 11 cases
are pending.

The DIP Loan Agreement provides for aggregate financing from the
Tranche A Lender of $3,000,000 at any time outstanding, or such
additional amount as may be agreed to by the Tranche A Lender, and
aggregate financing from the Tranche B Lenders of $7,250,000 at
any time outstanding.  On August 3, 2010, $9,250,000 was advanced
by the Lenders to the Debtors.  The funding of the last $1,000,
000 of the loan by the Tranche B Lenders is contingent upon entry
of a final order by the Bankruptcy Court approving the loan and
the satisfaction by the Debtors of certain affirmative and
negative covenants.  The advances were used:

    i) as full payment of $5,243,724.05 of pre-petition secured
       indebtedness to Pivotal Global Capacity, LLC;

   ii) as adequate assurance deposits to the Debtors' carriers in
       the amount of $3,220,068; and

  iii) the remaining $786,208.95 was allocated to pay critical
       vendors, for restructuring expenses and ordinary course
       operations.

The maturity date of the DIP Loan Agreement is the date which is
the earliest of:

    i) (a) the occurrence of an event of default under the DIP
       Loan Agreementand (b) the effective date of a Chapter 11
       plan for the Debtors providing for the payment in full, in
       cash, of all outstanding obligations under the DIP Loan
       Agreement; provided, that, so long as no Event of Default
       has occurred, subject to the Tranche B Lenders' written
       consent, or an Event of Default has occurred and such Event
       of Default has been waived by the Lenders, the Debtors may
       extend such date by up to two periods of 60 days each;

   ii) the date of the acceleration of any advances by Lenders;

  iii) entry of an order reversing in any respect either the
       Interim Order or the final order of the Bankruptcy Court;

   iv) the conversion of any of the Debtors' Chapter 11 cases to a
       case under Chapter 7 of the Bankruptcy Code; (v) the
       appointment of a trustee or an examiner with special powers
       with respect to the Debtors; and

   vi) the dismissal of any of the Debtors' Chapter 11 cases.

Loans under the DIP Loan Agreement become due and payable on the
earliest of:

    i) the Maturity Date;

   ii) the effective date of a Plan of Reorganization confirmed by
       the Bankruptcy Court;

  iii) the effective date of a sale of all or substantially all of
       the assets of the Debtors;

   iv) the filing of a Plan of Reorganization that is not
       acceptable to the Lenders or does not provide for the
       immediate payment, in full, in cash, of all obligations due
       under the DIP Loan Agreement;

    v) August 14, 2010, if the final order of the Bankruptcy Court
       approving the DIP Loan Agreement has not been entered by
       that date; or

   vi) the occurrence of an Event of Default.

The Debtors may prepay advances by the Lenders at any time in
whole or in part, and may terminate the loan or reduce the loan in
multiples of $50,000, with a minimum reduction of $100,000.

Mandatory prepayments of the advances and a permanent reduction of
the loan will be required in an amount equal to:

    i) 100% of the net sale proceeds from non-ordinary course
       asset sales and

   ii) 100% of insurance and condemnation proceeds and tax
       refunds, in each case received by the Debtors or any
       guarantors, including MNL.

Loans under the DIP Loan Agreement will bear interest at 12% per
annum, with the interest on the Tranche A Loan payable monthly in
arrears, and the interest on the Tranche B Loan accruing during
the term of the Loan.  Upon the occurrence and during the
continuance of an Event of Default, the Debtors' obligations will
bear interest at a rate per annum which is 2% above the rate in
effect immediately before the Event of Default.    The Debtors
have paid a $60,000 commitment fee and a $15,000 structuring fee
to the Tranche A Lender.  In addition, if the Tranche A Loan is
extended beyond the Maturity Date, the Debtors have agreed to pay
an extension fee of 1% of the Tranche A Loan amount for up to two
60-day extensions.

The Debtors will use the proceeds of the DIP Loan Agreement,
subject to the 18-week cash flow budget of the Debtors through
November 27, 2010, solely to pay:

    i) deposits to utilities and payments to critical vendors
       approved by Lenders in their reasonable discretion and by
       the Bankruptcy Court;

   ii) amounts necessary to cure executory contracts assumed with
       the written consent of Lenders;

  iii) payment of the Pivotal Global Capacity, LLC pre-petition
       secured indebtedness;

   iv) fees permitted to be paid by the Bankruptcy Court;

    v) principal, interest and fees on Debtors' obligations under
       the DIP Loan Agreement;

   vi) payment of Lenders' expenses;

  vii) working capital reasonable and necessary for operation of
       the Debtors' business and preservation and enhancement of
       the Debtors' and MNL's collateral and meeting the Debtors'
       obligations and responsibilities under Bankruptcy Court
       orders and contracts; and

viii) expenses of the administration of the Debtors' Chapter 11
       cases, and similar costs, with any unpaid amounts in
       category (viii) subordinated in priority to (i)-(vi) above
       if the loan terminates and the Debtors lack sufficient
       funds to pay in full all amounts required under (i)-(vi)
       above.

The Debtors' obligations are secured by all of the assets of the
Debtors and MNL, and are guaranteed by MNL.

The DIP Loan Agreement contains various representations,
warranties and affirmative covenants and negative covenants by the
Debtors that are customary for transactions of this nature,
including reporting requirements and maintenance of financial
covenants.

A full-text copy of the loan and security agreement is available
for free at http://ResearchArchives.com/t/s?6826

                   About Capital Growth Systems

Headquartered in Chicago, Illinois, Capital Growth Systems, Inc.,
known as Global Capacity, and its subsidiaries operate in one
reportable segment as a single source telecom logistics provider
in North America and the European Union.  The Company helps
customers improve efficiency, reduce cost, and simplify operations
of their complex global networks -- with a particular focus on
access networks.

Capital Growth Systems and its affiliates filed for Chapter 11
protection on.  The lead debtor is Global Capacity Holdco LLC
(Bankr. D. Del. Case No. 10-12302).  An affiliate, Global Capacity
Group Inc., estimated assets and debts of $10 million to
$50 million in its petition.  The Debtors are represented by
Francis A. Monaco, Jr. of Womble Carlyle Sandridge & Rice.


CELL THERAPEUTICS: Posts $53.64 Mil. Net Loss for June 30 Quarter
-----------------------------------------------------------------
Cell Therapeutics Inc. reported recent accomplishments and
financial results for the second quarter ended June 30, 2010.

"We continue to make progress on moving the pixantrone Marketing
Authorization Application forward in Europe with the submission of
a revised and expanded Pediatric Investigation Plan as part of the
application filing for an MAA in Europe. In the U.S., we look
forward to meeting with the U.S. Food and Drug Administration in
August to discuss our proposed new combination trial for
pixantrone in aggressive non-Hodgkin's lymphoma," said James A.
Bianco, M.D., Chief Executive Officer of the Company.  "On the
financial front, we have retired all of our convertible debt due
in 2010 and removed that obligation from our balance sheet leaving
only two convertible debt maturities remaining in April and
December of next year for a total of $21 million."

Recent Highlights

  * Submitted revised and expanded PIP for pixantrone as part of
    the MAA submission process.  The company plans to submit an
    MAA for pixantrone in the second half 2010.

  * Signed a long-term manufacturing agreement with NerPharMa
    S.r.l for pixantrone.

  * Submitted a proposal for a new clinical trial for pixantrone
    in aggressive NHL under the FDA's Special Protocol Assessment
    process.

  * Retired all convertible debt due in 2010 including principal
    and interest with a payment of $39.3 million.

  * Reported exploratory analyses from pivotal trial presented at
    an advisory panel during the 15th Congress of the European
    Hematology Association Reported demonstrated that complete
    responses to pixantrone are correlated with prolonged survival
    in patients with relapsed or refractory aggressive NHL.

  * Initiated two phase II programs with the Mayo Clinic's
    clinical trial network, North Central Cancer Treatment Group:
    one program with pixantrone in metastatic breast cancer and
    one trial using brostallicin in triple negative metastatic
    breast cancer.

  * At the American Society of Clinical Oncology Annual Meeting in
    June, the Company reported on the positive results of a phase
    II study using OPAXIO as a radiosensitizer in the treatment of
    esophageal cancer.

For the quarter ended June 30, 2010, total net operating expenses
were $20.0 million compared to $21.7 million for the same period
in 2009.  Net loss attributable to common shareholders was
$53.6 million for the quarter ended June 30, 2010 compared to a
net loss attributable to common shareholders of $27.4 million for
the same period in 2009.  The increase in net loss is mainly due
to non-cash expenses.  These non-cash expenses included
$30.2 million in deemed dividends on preferred stock and
$7.6 million in equity based compensation for the quarter ended
June 30, 2010.

For the six months ended June 30, 2010, total net operating
expenses were $45.8 million, compared to $28.3 million for the
same period in 2009.  The increase in net operating expenses is
mainly a result of a $15.3 million non-cash equity based
compensation expense in the first half of 2010 and a $10.2 million
gain on the sale of the Company's investment in the Zevalin joint
venture in the first quarter of 2009.  Net loss attributable to
common shareholders was $97.8 million, compared to a net loss
attributable to common shareholders of $40.6 million for the same
period in 2009.  For the six month period, the increase in net
loss is mainly due to non-cash expenses including $47.4 million in
deemed dividends on preferred stock and $15.3 million in equity
based compensation for the first half of 2010.

CTI had approximately $64.5 million in cash and cash equivalents
as of June 30, 2010.  This amount was before the payment of
$39.3 million for retirement of the convertible debt due in 2010,
which was paid off in early July 2010, and the receipt of
$4.1 million in gross proceeds received from the Company's equity
financing in July 2010.

A full-text copy of the Company's earnings release is available
for free at http://ResearchArchives.com/t/s?6824

                     About Cell Therapeutics

Headquartered in Seattle, Washington, Cell Therapeutics, Inc.
(NASDAQ and MTA: CTIC) -- http://www.CellTherapeutics.com/-- is a
biopharmaceutical company that develops an integrated portfolio of
oncology products aimed at making cancer more treatable.
Subsequent to the closure of its Bresso, Italy operations in
September 2009, CTI's operations are conducted solely in the
United States.

                       Going Concern Doubt

San Francisco-based Stonefield Josephson, Inc., has included an
explanatory paragraph in their report on Cell Therapeutics, Inc.'s
December 31, 2009, 2008 and 2007 consolidated financial statements
regarding their substantial doubt as to the Company's ability to
continue as a going concern.  The independent auditors reported
that the Company has sustained loss from operations over the audit
periods, incurred an accumulated deficit, and has substantial
monetary liabilities in excess of monetary assets as of
December 31, 2009.

                      Bankruptcy Warning

In its Form 10-Q report for the period ended September 30, 2009,
filed with the Securities and Exchange Commission, the Company
warned it does not expect it will have sufficient cash to fund
planned operations through the second quarter of 2010, which
raises substantial doubt about its ability to continue as a going
concern.  The Company said if it fails to obtain capital when
required, the Company said it may be required to delay, scale
back, or eliminate some or all of its research and development
programs and may be forced to cease operations, liquidate its
assets and possibly seek bankruptcy protection.


CENTURY REALTY: Financial Woes Prompt Bankruptcy Filing
-------------------------------------------------------
Kyle Kennedy at The Ledger reports that Century Realty Funds filed
for bankruptcy under Chapter 11, which stems from more than
$61 million in outstanding loans on commercial projects with BB&T
and Wells Fargo.

The Company said majority of its banks renewed, restructured or
extend its loans but BB&T and Wells Fargo refused to negotiate.

Century Realty Funds operates a development firm.  The Companies
properties' include Alexander Crossings retail and office complex
in Plant City, Florida, the St. Charles Plaza shopping center in
Haines City, and the Golfview Self Storage facility in Lake Wales.


CHEMTURA CORP: To Present Plan for Confirmation on Sept. 16
-----------------------------------------------------------
Judge Gerber of U.S. Bankruptcy Court for the Southern District of
New York entered a final order approving the Disclosure Statement
describing the Chapter 11 Plan of Reorganization of Chemtura
Corporation and its debtor affiliates on August 5, 2010.

The Disclosure Statement was initially approved on July 21, 2010,
with U.S. Bankruptcy Judge Robert Gerber ordering the Debtors to
fine tune and refine the plan outline document and include, among
others, an estimate for settlements of pending lawsuits.

The Debtors addressed the Court's directive by submitting
solicitation versions of the Plan and Disclosure Statement
documents dated August 4.  The Debtors intended the revised
documents to provide clarity to all parties-in-interest.

Against this backdrop, the Court opined that the Disclosure
Statement contained adequate information pursuant to Section 1125
of the Bankruptcy Code to enable voting creditors to make an
informed decision as to whether to vote to accept or reject the
Plan.

The Court also held that the Disclosure Statement, including all
applicable exhibits, provides the Debtors' creditors and other
parties-in-interest with sufficient notice of the injunction,
exculpation and release provisions contained in Article XI of the
Plan in satisfaction of the requirement of Rule 3016(c) of the
Federal Rules of Bankruptcy Procedure.

            Plan & Disclosure Statement Dated Aug. 4

The August 4 version of the Plan incorporates the terms of a
global settlement reached among the Debtors, the Official
Committee of Unsecured Creditors, and an ad hoc committee of
certain holders of notes issued by the Debtors.

The Global Settlement, among other things, resolves issues
related to (i) the total enterprise value of the Debtors'
estates; (ii) the Debtors' underfunded pension obligations; and
(iii) the entitlement of certain of the Debtors' note issuances
to a makewhole premium or no-call payment as a result of the
satisfaction of the notes under the Plan.

The Plan is premised on a $2.050 billion total enterprise value
for Chemtura.  The Creditors' Committee, during the course of the
Chapter 11 proceedings, believes that the actual value of the
Debtors' estates may be less than $2.050 billion.  The Creditors'
Committee, however, also believes that as a whole, the Plan and
the settlements incorporated in the Plan are in the best
interests of unsecured creditors as they avoid significant, time-
consuming litigation for which the results would be uncertain;
and are projected to provide unsecured creditors with a full
recovery on account of allowed unsecured claims.

The key terms of the Global Settlement are:

  (a) The Debtors will make a one-time cash funding contribution
      of $50,000,000 in exchange for the Pension Benefit
      Guaranty Corporation's agreement not to pursue a PBGC-
      initiated termination of the Debtors' underfunded defined
      benefit plans.

  (b) The Plan resolves certain disputes arising from the
      indentures governing the Debtors' 6.875% unsecured notes
      due 2016 and the Debtors' 6.875% unsecured notes due 2026.
      The 2016 Notes indenture contains a makewhole provision
      that arguably entitles holders of the 2016 Notes to a
      premium in the event the 2016 Notes are repaid prior to
      their stated maturity.

  (c) The 2026 Notes indenture contains a no-call provision that
      prohibits the repayment of the 2026 Notes before their
      stated maturity.  Although the Debtors dispute whether
      either the makewhole premium or no-call damages are
      payable at this time, as part of the Global Settlement
      reached among the Parties, the makewhole premium will be
      allowed for $50,000,000 and no-call damages will be
      allowed for $20,000,000.  The amounts represent
      approximately 50% of the amounts that would be payable if
      the provisions were found to be applicable and enforceable
      in full.

The August 4 version of the Disclosure Statement also reflects
revised estimated recoveries on certain classes of claims under
the Plan:

                             Estimated Range of Allowed Claims
                            ------------------------------------
Class                       Under Jul.21 Plan   Under Aug.5 Plan
-----                       -----------------   ----------------
Class 2 Lien Claims             $1.1 million       $1.0 million
Class 3 Other Priority Claims   $1.0 million       $0.5 million
Class 5 Prepetition Unsecured
Lenders Claims                $120.2 million     $118.1 million
Class 7 2009 Notes Claims       $374,532,524       $372,508,524

Moreover, under the August 4 Disclosure Statement, the estimate
of the aggregate amount of Allowed (i) Class 4a General Unsecured
Claims against Chemtura; (ii) Class 4b General Unsecured Claims
against the Subsidiary Debtors; (iii) Class 11 Environmental
Claims against the applicable Debtors; and (iv) Class 10 Diacetyl
Claims against Chemtura Corporation and Chemtura Canada will
range from approximately $246.0 million to $320.4 million,
excluding postpetition interest.  Specifically, the estimated
reserves of these Claims will be within these ranges:

   Diacetyl Reserve           $31 million to $85 million
   Environmental Reserve      $77 million to $87 million
   Disputed Claim Reserve     $21.5 million to $31.6 million

The Debtors further clarify under the Revised Disclosure
Statement that if holders of Class 13A Interests vote to accept
the Plan, they will receive a fixed distribution, as a class, of
5% of the New Common Stock on the Plan Effective date and the
ability to participate in the rights offering.  This fixed 5% of
New Common Stock recovery may be less than, or may be more than,
the recovery available if Class 13A rejects the Plan.

In the event holders of Class 13A Interests vote to reject the
Plan, they will receive their pro rata share of value available
for distribution after all Allowed Unsecured Claims have been
paid in full, which the Debtors estimate to be in a range between
1.6% to 10.4% of the New Common Stock.

The Debtors also estimate that the total amount of fees owed to
the U.S. Trustee on the Effective Date will total approximately
$106,000.

The solicitation version of the Disclosure Statement also
includes an official letter from the Official Committee of Equity
Security Holders, reflecting the Equity Committee's position on
the Plan.  The members of the Equity Committee have each
determined at this time that they intend to vote their respective
Interests to reject the Debtors' Plan.  The Equity Committee also
expressed concern on the Global Settlement that provides various
settlement payments to noteholders and a contribution to the
Debtors' U.S. Pension Plan.  The Equity Committee believes that
making those settlement payments will effectuate a dollar-for-
dollar reduction in shareholder recoveries.

Full-text copies of the Solicitation Versions of the Chemtura
Plan and Disclosure Statement are available for free at:

          http://bankrupt.com/misc/ChemDS-SolVer.pdf
          http://bankrupt.com/misc/ChemPlan-SolVer.pdf

A full-text copy of the blacklined version of the Disclosure
Statement is available for free at:

         http://bankrupt.com/misc/Chem_DSBlkLine_Aug5.pdf

                     Solicitation Schedule

In accordance with his final approval of the Debtors' Disclosure
Statement, Judge Gerber also approved the Plan Solicitation
Procedures proposed by the Debtors.  Accordingly, the Debtors are
authorized to solicit, receive and tabulate votes to accept or
reject their Chapter 11 Plan of Reorganization in accordance with
the proposed Voting and Tabulation Procedures.

The Court established these key dates with respect to the
confirmation process of the Plan:

   Voting Record Date                     July 23, 2010

   Distribution of Solicitation Packages  August 12, 2010

   Voting Deadline                        September 9, 2010,
                                          at 5:00 p.m.

   Confirmation Objection Deadline        September 9, 2010,
                                          at 4:00 p.m.

   Confirmation Hearing                   September 16, 2010,
                                          at 9:45 a.m.

The Debtors' Voting Agent is given until September 13, 2010, to
file its voting report, notwithstanding the requirements set
under Rule 3018-1(a) of the Local Bankruptcy Rules for the
Southern District of New York.

Judge Gerber also approved:

  -- the form of the confirmation-related notices;
  -- the recovery preference election form and related actions;
  -- the form of ballots and master ballots;
  -- the composition of the solicitation packages;
  -- the notices for the non-voting classes;
  -- the rights offering procedures; and
  -- the Plan objection filing procedures

The Debtors will publish the Confirmation Hearing Notice once
within seven business days before the Plan Objection Deadline in
the national editions of The New York Times and USA Today.

                       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)


CHEMTURA CORP: Reports $41 Million Loss for Second Quarter
----------------------------------------------------------
Chemtura Corporation, debtor-in-possession, (Pink Sheets: CEMJQ)
reports a net loss from continuing operations attributable to
Chemtura on a GAAP basis of $41 million, or $0.16 per share, for
the second quarter of 2010 and net earnings on a managed basis of
$40 million, or $0.16 per share.

             Second Quarter 2010 Financial Results

    The following is a summary of second quarter results on a
    GAAP basis:

    ----------------------------------------------------------
    (In millions, except per share data)   Second Quarter
    ----------------------------------------------------------
                                      2010    2009    % Change
                                   -------- ------- ----------
    Net sales                         $767    $629      22%
    Operating profit (loss)           $122    ($10)     NM
    Net loss from continuing          ($41)   ($56)     27%
     operations
    Net loss from continuing        ($0.16) ($0.23)     30%
     operations, per share

    * NM = Not Meaningful

    The following is a summary of second quarter financial
    results on a managed basis:

    -----------------------------------------------------------
    (In millions, except per share data) Second Quarter
    -----------------------------------------------------------
                                      2010    2009    % Change
                                    -------- ------- ----------
    Net sales                         $767     $629      22%
    Operating profit (loss)            $79      $35      NM
    Net earnings(loss) from            $40      ($1)     NM
      continuing operations
    Net earnings(loss) from          $0.16        -      NM
      continuing operations,
       per share

    * NM = Not Meaningful

   U.S. Chapter 11 Proceedings and Reorganization Activities

    * On April 30, 2010, the Company completed the sale of its
      polyvinyl chloride additives business to Galata Chemicals
      LLC.  The PVC additives business is reported as a
      discontinued operation in the accompanying Consolidated
      Financial Statements as the Company will not have
      significant continued involvement in the operations of the
      disposed business.  The results of operations for this
      business have been removed from the results of continuing
      operations for all periods presented.  The asset and
      liabilities of discontinued operations have been
      reclassified and are segregated in the prior period
      Consolidated Balance Sheets.

    * On June 17, 2010, the Company filed a plan of reorganization
      together with a related Disclosure Statement with the
      Bankruptcy Court.  The Company filed revised versions of the
      Plan and Disclosure Statement on July 9, 2010 and July 20,
      2010.  The Plan provides for the potential to satisfy all
      creditors' claims in full (using cash, stock or a
      combination thereof), as well as offering value to equity
      holders.  The Plan and Disclosure Statement, as revised,
      provide that in addition to the 27 current Debtors,
      Chemtura's indirectly owned subsidiary, Chemtura Canada
      Co./Cie, intends to file in August 2010 a voluntary petition
      for relief under Chapter 11 of the Bankruptcy Code and
      commence a proceeding under the Companies' Creditors
      Arrangement Act in the Ontario Superior Court of Justice,
      located in Ontario, Canada.  At the same time, the Debtors
      will ask the Bankruptcy Court to enter an order jointly
      administering Chemtura Canada's Chapter 11 case along with
      the existing Debtors' Chapter 11 cases.  Chemtura Canada
      intends to seek an order of the Canadian Court recognizing
      the Chapter 11 case as "foreign proceedings" under the CCAA.
      The contemplated filing of Chemtura and Chemtura Canada
      under the CCAA is designed only to address claims resulting
      directly or indirectly from alleged injury from exposure to
      diacetyl, acetoin and/or acetaldehyde.  All other claims and
      interests in Chemtura Canada will be unaffected by Chemtura
      Canada's reorganization proceedings.

    * On August 5, 2010, the Bankruptcy Court approved the
      adequacy of the Disclosure Statement.  The Company is now
      preparing to initiate the solicitation under the Plan.
      The Plan will become effective only after it has been
      confirmed by the Bankruptcy Court.  The Plan confirmation
      hearing is currently scheduled to commence on Sept. 16,
      2010.  However, there can be no assurance that the
      Bankruptcy Court will confirm the Plan or that, once
      confirmed, the conditions for its effectiveness will be
      satisfied.

         First Quarter 2010 Business Segment Highlights

    * Consumer Performance Products' net sales increased 2% or
      $3 million compared with the second quarter of 2009.  The
      North American recreational water products business
      benefited from warmer weather compared to 2009 driving
      higher volumes though dealer channels and many of our
      largest mass market customers.  This benefit was offset in
      part by reduced demand from certain mass market customers
      and lower household cleaner product sales.  Outside North
      America where weather was more mixed, the net sales of
      recreational water products increased 5%.  Operating
      profit on a managed basis increased $7 million primarily
      due to the benefit of increased sales volume, favorable
      mix and lower manufacturing costs.  On a GAAP basis,
      operating profit increased $8 million.

    * Industrial Performance Products' net sales increased 29%
      or $70 million driven primarily by increased sales volume
      and higher selling prices.  The increased sales volume was
      primarily due to increased customer demand across all
      business segments driven by improved economic conditions
      and general recoveries in the markets we serve, as well as
      strong growth in the Asia Pacific region.  Operating
      profit increased $17 million primarily due to increased
      sales volume, lower manufacturing costs and higher selling
      prices, partially offset by higher raw material and energy
      costs.

    * Chemtura AgroSolutions (TM) (formerly known as Crop
      Protection Engineered Products) net sales increased 9% or
      $8 million primarily due to increased sales volume.  Sales
      were higher in all regions except Europe compared with the
      second quarter of 2009.  Despite the net sales increase,
      the operating profit of $7 million was unfavorable by
      $5 million compared to the second quarter of 2009 primarily
      due to unfavorable manufacturing costs and an increase in
      selling, general and administrative and research and
      development costs of which approximately $3 million
      comprised expenses related to the internal review of
      customer incentive, commission and promotional payment
      practices in the European region.

    * Industrial Engineered Products' net sales increased 44% or
      $57 million primarily due to increased sales volume and
      higher selling prices.  Demand for some products sold to
      electronic applications has continued to demonstrate year-
      over-year improvement with some recovery evident in
      building and construction, and consumer durable polymer
      applications.  Demand for products used in deep sea
      drilling for oil and gas have been impacted for some time
      by reduced rig count in the Gulf of Mexico due to high
      natural gas inventories.  The temporary moratorium on
      drilling in the Gulf of Mexico will likely delay any
      recovery in demand for these products.  Operating profit
      on a managed basis increased $16 million from the second
      quarter of 2009 primarily due to improved sales volume,
      favorable product mix, higher selling prices and lower
      manufacturing costs, partially offset by higher raw
      material and energy costs.  On a GAAP basis, operating
      profit increased $10 million and was impacted by
      accelerated depreciation charges resulting from
      restructuring initiatives in this segment.

    * Corporate expense for the second quarter of 2010 was
      $16 million compared with $25 million in the same quarter
      last year.  Corporate expense included amortization expense
      related to intangibles of $9 million for the second
      quarters of 2010 and 2009.  The decrease in corporate
      expense of $9 million was primarily due to reduced
      spending on various initiatives (including information
      technology and asset dispositions); lower pension and
      other post-retirement benefit expenses; and lower
      depreciation expense.

                 Second Quarter Results - GAAP

    * Net sales for the second quarter of 2010 were
      $767 million, an increase of $138 million compared with
      second quarter 2009 net sales of $629 million.  The
      increase in net sales was attributable to increased sales
      volumes of $129 million and an increase in selling prices of
      $15 million, partially offset by an unfavorable foreign
      currency translation of $6 million.  Gross profit for the
      second quarter of 2010 was $199 million, an increase of
      $45 million compared with the same quarter last year.

    * Gross profit as a percentage of sales for the second
      quarter of 2010 was 26% compared with 24% for the second
      quarter of 2009.  The increase in gross profit was
      primarily due to $31 million in higher sales volume and
      favorable product mix, $29 million from lower
      manufacturing costs (primarily due to higher plant
      utilization) and $15 million from higher selling prices.
      These impacts were partially offset by a $20 million
      increase in raw material and energy costs, a $6 million
      increase in distribution costs and $4 million unfavorable
      foreign currency exchange.

    * The operating profit for the second quarter of 2010
      was $122 million compared with an operating loss of
      $10 million for the second quarter of 2009.  The increase
      in operating profit was primarily due to a $49 million
      credit for changes in estimates related to expected
      allowable claims, a $45 million increase in gross profit, a
      $37 million impairment of long-lived assets in 2009, an
      $8 million decrease in antitrust costs and a $2 million
      increase in equity income, which was offset by a
      $5 million increase in depreciation and amortization
      (primarily due to accelerated depreciation related to
      restructuring within the flame retardants business), a
      $3 million increase in SGA&R and a $1 million increase in
      restructuring charges.

    * Interest expense of $117 million in the second quarter of
      2010 was $102 million higher than the same period in 2009.
      The higher interest expense resulted from the
      determination it was probable that obligations for
      interest on unsecured claims would ultimately be paid
      based on the estimated claim recoveries reflected in the
      Plan filed during the second quarter of 2010.  As such,
      interest that had not previously been recorded since the
      Petition Date was recorded in the second quarter of 2010.
      The amount of postpetition interest recorded during the
      second quarter of 2010 was $108 million which represents
      the cumulative amount of interest accruing from the
      Petition Date through June 30, 2010.

    * Other expense, net was $8 million in the second quarter of
      2010 compared with other expense, net of $21 million for
      the second quarter of 2009.  The decrease in expense
      primarily reflected lower unfavorable net foreign currency
      exchange translation losses, partially offset by lower
      interest income.

    * Reorganization items, net in the second quarter of 2010
      was $26 million which primarily comprised professional
      fees directly associated with the Chapter 11
      reorganization and the impact of negotiated claims
      settlement for which Bankruptcy Court approval has been
      obtained or requested.  Reorganization items, net in the
      second quarter of 2009 was $6 million which included
      professional fees directly associated with the
      reorganization, partially offset by gains on a settlement
      of prepetition liabilities.

    * Net loss from continuing operations attributable to
      Chemtura for the second quarter of 2010 was $41 million,
      or $0.16 per share, compared with a net loss from
      continuing operations attributable to Chemtura of
      $56 million, or $0.23 per share, for the second quarter of
      2009.

    * Earnings from discontinued operations, net of tax, for the
      second quarter of 2010 was $1 million, compared with a
      loss from discontinued operations, net of tax of
      $62 million (net of $3 million of tax) for the second
      quarter of 2009.  The improvement mainly related to a
      $60 million impairment charge taken in the second quarter of
      2009.  The loss on sale of discontinued operations, net of
      tax, for the second quarter ended 2010 was $9 million.
      Discontinued operations related to the PVC additives
      business, which was sold in April 2010.

             Second Quarter Results - Managed Basis

    * On a managed basis, second quarter 2010 gross profit was
      $194 million, or 25% of net sales, as compared with second
      quarter 2009 gross profit of $154 million, or 24% of net
      sales.  Increases in volume, mix and selling prices and
      decreases in manufacturing costs (due to higher
      utilization) were the primary drivers of the increase in
      gross profit, partially offset by higher raw material,
      energy and distribution costs.

    * On a managed basis, second quarter 2010 operating profit
      was $79 million as compared with second quarter 2009
      operating profit of $35 million.  The increase in
      operating profit primarily reflected the increase in gross
      profit and lower depreciation and amortization expense,
      partially offset by higher SGA&R.

    * The earnings from continuing operations before income
      taxes on a managed basis in the second quarter of 2010 and
      the loss from continuing operations before income taxes on
      a managed basis in the second quarter of 2009 exclude pre-
      tax GAAP charges of $91 million and $51 million,
      respectively.  These charges are primarily related to
      accelerated recognition of asset retirement obligations;
      accelerated depreciation of property, plant and equipment;
      facility closures, severance and related costs; antitrust
      costs; impairment of long-lived assets; changes in
      estimates related to expected allowable claims; loss on
      early extinguishment of debt and costs associated with the
      Chapter 11 reorganization.

    * Chemtura's managed basis tax rate of 35% represents a
      standard tax rate for the Company's core operations to
      simplify comparison of underlying operating performance
      during the course of the Chapter 11 cases.  The Company
      has chosen to apply this rate to pre-tax income on a
      managed basis.

                       Cash Flows - GAAP

    * Net cash provided by operating activities in the quarter
      ended June 30, 2010, was $30 million as compared with net
      cash provided by operating activities of $22 million in
      the quarter ended June 30, 2009.  Net cash provided by
      operating activities for the quarter ended June 30, 2009
      was impacted by the repayment of proceeds under accounts
      receivable financing facilities of $10 million which were
      terminated in 2009 as a result of the Chapter 11
      reorganization.

    * As of June 30, 2010, the Company's accounts receivable
      balances from continuing operations were $560 million as
      compared with $521 as of March 31, 2010 and $442 million
      as of December 31, 2009.

    * As of June 30, 2010, the Company's inventory balance from
      continuing operations was $496 million as compared with
      $515 million at March 31, 2010 and $489 million at
      December 31, 2009.

    * Capital expenditures for the quarter ended June 30, 2010
      were $24 million compared with $8 million in the same
      period of 2009.  The Company currently anticipates capital
      spending of up to $118 million in 2010.

    * The Company's total debt of $1,495 million as of June 30,
      2010, increased $3 million compared with $1,492 million as
      of March 31, 2010.  As of June 30, 2010, $1,191 million of
      total debt is classified as liabilities subject to
      compromise.  Cash and cash equivalents were $184 million
      as of June 30, 2010, compared with $159 million as of
      March 31, 2010.

A full-text copy of Chemtura Corporation's Second Quarter 2010
Financial Results on Form 10-Q is available at the Securities and
Exchange Commission site at http://researcharchives.com/t/s?681b

              Chemtura Corporation and Subsidiaries
                   Consolidated Balance Sheet
                      As of June 30, 2010

                             ASSETS

Current assets
  Cash and cash equivalents                       $184,000,000
  Accounts receivable                              560,000,000
  Inventories                                      496,000,000
  Other current assets                             258,000,000
  Assets of discontinued operations                          -
                                                --------------
  Total current assets                           1,498,000,000

Non-current assets
  Property, plant & equipment                      681,000,000
  Goodwill                                         227,000,000
  Intangible assets, net                           435,000,000
  Other assets                                     176,000,000
                                                --------------
Total assets                                    $3,017,000,000
                                                ==============

               LIABILITIES & STOCKHOLDERS' EQUITY

Current liabilities
  Short-term borrowings                           $302,000,000
  Current portion of long-term debt                          0
  Accounts payable                                 157,000,000
  Accrued expenses                                 187,000,000
  Income taxes payable                              15,000,000
  Liabilities of discontinued operations                     -
                                                --------------
  Total current liabilities                        661,000,000

Non-current liabilities
  Long-term debt                                     2,000,000
  Pension and post-retirement health care          134,000,000
  Other liabilities                                180,000,000
                                                --------------
  Total liabilities not subject to compromise      977,000,000

Liabilities subject to compromise                2,151,000,000

Stockholders' equity
  Common stock                                       3,000,000
  Additional paid-in capital                     3,039,000,000
  Accumulated deficit                           (2,710,000,000)
  Accumulated other comprehensive loss            (287,000,000)
  Treasury stock                                  (167,000,000)
                                                --------------
  Total Chemtura Corp. stockholders' equity       (122,000,000)

Non-controlling interest                            11,000,000

Total stockholders' equity (deficit)              (111,000,000)
                                                --------------
Total liabilities and stockholders' equity      $3,017,000,000
                                                ==============

              Chemtura Corporation and Subsidiaries
         Unaudited Consolidated Statement of Operations
              For the quarter ended June 30, 2010

Net sales                                         $767,000,000

Cost of goods sold                                 568,000,000
Selling, general and administrative                 71,000,000
Depreciation and amortization                       45,000,000
Research and development                            11,000,000
Facility closures & severance                        1,000,000
Antitrust costs                                              -
Impairment of long-lived assets                              -
Changes in estimates related to expected           (49,000,000)
  allowable claims
Equity income                                       (2,000,000)
                                                --------------
Operating income(loss)                             122,000,000

Interest expense                                  (117,000,000)
Loss on early extinguishment of debt                         -
Other (expense)income, net                          (8,000,000)
Reorganization items, net                          (26,000,000)
                                                --------------
Income (Loss) before income taxes                  (29,000,000)
Income tax provision                               (11,000,000)
                                                --------------
Loss from continuing operations                    (40,000,000)
Earnings(Loss) from discontinued operations          1,000,000
Gain(Loss) on sale of discontinued operations       (9,000,000)
                                                --------------
Net income(loss)                                   (48,000,000)
                                                --------------
Less: net earnings attributable to
non-controlling interests                           (1,000,000)
                                                --------------
Net loss attributable to Chemtura Corp.           ($49,000,000)
                                                ==============

             Chemtura Corporation and Subsidiaries
              Consolidated Statement of Cash Flows
                Six Months ended June 30, 2010

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss attributable to Chemtura Corp.          ($228,000,000)
Adjustments to reconcile loss
attributable to Chemtura:
  Loss on sale of discontinued operations            9,000,000
  Impairment of long-lived assets                            -
  Loss on early extinguishment of debt              13,000,000
  Depreciation and amortization                     94,000,000
  Stock-based compensation expense                           -
  Reorganization items, net                          2,000,000
  Changes in estimates related to expected          73,000,000
     allowable claims
  Contractual postpetition interest expense        108,000,000
  Equity income                                     (2,000,000)
  Changes in assets and liabilities, net:
     Accounts receivable                          (165,000,000)
     Impact of accounts receivable facilities                -
     Inventories                                   (23,000,000)
     Accounts payable                               34,000,000
     Pension and post-retirement health care        (6,000,000)
        liabilities
     Liabilities subject to compromise              (2,000,000)
     Other                                          14,000,000
                                                --------------
Cash (used in)provided by operating activities     (79,000,000)

CASH FLOWS FROM INVESTING ACTIVITIES
  Net proceeds from divestments                     21,000,000
  Payments for acquisitions, net                             -
  Capital expenditures                             (38,000,000)
                                                --------------
Net cash used in investing activities              (17,000,000)

CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from DIP credit facility, net           299,000,000
(Payments on) proceeds from credit facility      (250,000,000)
  Proceeds from 2007 Credit Facility, net           17,000,000
  Proceeds from short-term borrowings                        -
  Payments for debt issuance costs                 (16,000,000)
                                                --------------
Net cash provided by financing activities           50,000,000

CASH AND CASH EQUIVALENTS
  Effect of exchange rates                          (6,000,000)
                                                --------------
  Change in cash and cash equivalents              (52,000,000)
                                                --------------
  Cash and cash equivalents, beginning of period   236,000,000
                                                --------------
  Cash and cash equivalents, end of period        $184,000,000
                                                ==============

                       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)


CHEMTURA CORP: Seeks Nod of $1 Bil. Exit Loan Commitment Pacts
--------------------------------------------------------------
Along with the filing of their Second Amended Chapter 11 Plan of
Reorganization and Disclosure Statement, Chemtura Corporation and
its debtor affiliates revealed that they contemplate entering
into an exit financing facility that consists of:

  (1) a senior secured or unsecured term loan or loans and/or
      the issuance of senior secured or unsecured notes with an
      aggregate principal amount of approximately $750,000,000;
      and

  (2) a senior secured asset-based revolver facility of up to a
      principal amount of $275,000,000.

The Debtors will use the Exit Financing, along with their cash on
hand and, if applicable, proceeds of a rights offering, to make
any cash payments provided for under the Plan and provide working
capital after the Plan Effective Date.

Richard M. Cieri, Esq. at Kirkland & Ellis LLP, in New York,
relates that although the proceeds of the Exit Financing will not
be available to the Debtors until after confirmation and
consummation of the Plan, approval of the Debtors' current
request will allow the Debtors to access the credit markets now
rather than in the two weeks before Labor Day or during certain
September holidays when, in the experience of the Debtors'
financial advisors and their proposed exit lenders, it will be
significantly more difficult to consummate any exit financing as
a result of general market inefficiencies.

Mr. Cieri asserts that the current high yield debt markets are
favorable and a short delay in the pricing and funding of the
notes and term loan could result in long-term financing costs to
the reorganized Debtors that will exceed the fees and costs.

Accordingly, to facilitate the prefunding of the Exit Financing,
the Debtors seek the Court's authority to execute certain
agreements associated with the asset-based credit facility, notes
and term loan, including, escrow agreements to hold the pre-
closing proceeds of the notes and term loan:

  * In connection with the ABL Facility: the ABL Commitment
    Letter, the ABL Fee Letters and any related agreements,
    including the definitive credit agreement relating to the
    ABL Facility.

  * In connection with the Senior Notes: the Purchase Agreement
    and any related agreements, including the Notes and the
    Notes Escrow.

  * In connection with the Term Loan: the Term Loan Engagement
    Letter, the Term Loan Fee Letters and any related
    agreements, including the definitive credit agreement
    relating to the Term Loan and Term Loan Escrow.

The Debtors also seek to form an escrow corporation, for the
purposes of funding, in advance of the Plan confirmation, the
notes and term loan.

Moreover, the Debtors ask Judge Gerber to allow them to incur and
pay fees related to the anticipated Exit Financing:

  * In connection with the ABL Facility: certain agent, arranger
    and lender fees and expenses, commitment fees and
    indemnification of certain indemnified persons.

  * In connection with the issuance of the Senior Notes: certain
    fees, expenses and indemnity obligations, including:

     -- certain fees to initial purchasers; fees and expenses of
        the Debtors and the initial purchasers and their
        counsel; fees and expenses of the trustees of the notes;
        expenses incurred to market the notes, including
        printing offering materials and attending and hosting
        meetings with purchasers of the notes; and fees and
        expenses incurred in connection with the deposit of
        proceeds in escrow;

     -- amounts sufficient to pre-fund certain interest payments
        on the notes and any accreted original issue discount;

     -- an additional amount representing up to 1% of the
        aggregate principal amount of the notes, which may
        become payable to the noteholders if certain conditions
        of the notes are not fulfilled; and

     -- any escrow deficiency amounts and authorize the purchase
        of the principal amount of the notes at a purchase price
        of 97.75% to 98% of the principal amount of notes; and

  * In connection with the Term Loan: certain fees, expenses and
    indemnity obligations, including certain upfront fees
    arrangement and agent fees and expenses, fees and expenses
    incurred in connection with the deposit of proceeds into
    escrow and amounts sufficient to pre-fund certain interest
    payments in connection with the term loan.

The Debtors anticipate the Exit Financing-relate fees to
aggregate approximately $23,100,000 to $34,300,000, depending on
the relative proportions of the Senior Notes to the Term Loan.

In the event the escrow release conditions are not satisfied, the
Debtors may be obligated to pay an additional amount up to
approximately $32,500,000 in breakage fees and interest expenses
on account of the period between entry into the Exit Financing
Agreements and termination of those Agreements, depending on the
relative proportions of the Senior Notes to the Term Loan, Mr.
Cieri reveals.

                        The ABL Facility

The terms of the $275 million ABL Facility are set in a
"Commitment Letter for Senior Credit Facility" to be executed by
and among Chemtura, Banc of America Securities LLC, Bank of
America, N.A., Wells Fargo Capital Finance, LLC, Citigroup Global
Markets Inc., Barclays Capital, Barclays Bank PLC and Goldman
Sachs Lending Partners LLC.

The ABL Commitment Documents include a confidential ABL Facility
fee letter and a confidential agency fee letter.

The Initial ABL Lenders required the Debtors to use commercially
reasonable efforts to prevent the ABL Fee Letters from becoming
publicly available because those Letters contain detailed
proprietary information that is considered by the administrative
agent and other similarly-situated banks to be highly sensitive,
confidential and not typically disclosed to the public or made
available to competing financial institutions, Mr. Cieri
explains.  Accordingly, the Debtors sought and obtained
permission from the Court to file the ABL Fee Letters under seal.

Mr. Cieri clarify that the Debtors do not seek approval to incur
borrowing obligations associated with the ABL Facility at this
time, but only seek authority to enter into the ABL Commitment
Documents and to incur and pay related fees, expenses and
indemnity obligations before confirmation of the Plan.

The key terms of the ABL Facility are:

Administrative Agent:  Bank of America, N.A. or an affiliate

Joint Lead Arrangers:  Banc of America Securities LLC and
                        Wells Fargo Capital Finance LLC

Syndication Agent:     Wells Fargo Capital Finance LLC

Co-Documentation
Agents:                Citibank, N.A., or an affiliate,
                        Barclays Bank PLC or an affiliate
                        and Goldman Sachs Lending Partners LLC

Collateral Agent:      Bank of America, N.A. or an affiliate

Joint Book Runners:    Banc of America Securities LLC, Wells
                        Fargo Capital Finance LLC, Citigroup
                        Global Markets Inc., Barclays Capital
                        and Goldman Sachs Lending Partners LLC

Term:                  The earlier of (a) the fifth anniversary
                        of the Closing Date, or (b) the
                        acceleration of the Revolving Loans
                        and the termination of the commitments
                        under the ABL Facility in accordance
                        with the Loan Documents

Use:                   The ABL Facility will be used solely to
                        refinance the DIP Loan Agreement and for
                        other general corporate purposes and
                        activities

Interest Rate:         At the Debtors' election, at one of
                        these rates, plus the Applicable Margin
                        defined in the ABL Commitment Documents:

                        -- the highest of (i) Bank of America,
                           N.A.'s "prime rate", (ii) the Federal
                           Funds Effective Rate plus 1/2 of 1%
                           and (iii) the one-month LIBO Rate
                           plus 1.00%, payable monthly in
                           arrears; or

                        -- the LIBO Rate, payable at the end of
                           the relevant interest period, but in
                           the case of any interest period of
                           six months, also at the end of the
                           third month of the interest period

Default Interest:      During the continuance of an Event of
                        Default, Loans will bear interest at an
                        additional 2% per annum

Unused Commitment
Fee:                   A non-refundable unused commitment fee
                        at the rate of 0.50% per annum on the
                        daily unused portion of the ABL
                        Facility, payable monthly in arrears and
                        on the termination date of the ABL
                        Facility

Letter of Credit Fees: A percentage per annum equal to the
                        Applicable Margin for LIBO Rate Loans to
                        the Revolving Lenders and 0.125% per
                        annum to the applicable Letter of Credit
                        issuer will accrue on the outstanding
                        undrawn amount of any Letter of Credit,
                        payable monthly in arrears and
                        computed on a 360-day basis.  In
                        addition, the Borrowers will pay to the
                        applicable Letter of Credit issuer
                        standard opening, amendment,
                        presentation, wire and other
                        administration charges applicable to
                        each Letter of Credit.  In an Event of
                        Default, the Letter of Credit Fees will
                        increase by an additional 2% per annum.

Events of Default:     Include the failure to pay principal,
                        interest or any other amount when due.

                        The Senior Notes

The Debtors have not made a final decision as to whether to
proceed with the proposed purchase and sale of the senior notes
at this time, according to Mr. Cieri.  Nevertheless, the Debtors
seek Court authorization to proceed with marketing the Senior
Notes and entering into an agreement under which they will issue
and sell the Senior Notes in the event the Senior Notes offering
is successfully priced.

The net proceeds of the Senior Notes will be held in escrow until
certain conditions are satisfied.  If the Notes Release
Conditions are satisfied, the Notes Proceeds will be released to
reorganized Chemtura after confirmation, and in connection with
consummation of, the Plan.

During the escrow period, the Senior Notes will be secured by a
pledge of the Notes Proceeds, which, whether or not in escrow,
will not constitute property of the Debtors' estates.

In addition, Chemtura will be required to deposit an additional
amount of cash sufficient to redeem the Senior Notes in cash in
accordance with the terms set forth in the indenture to be
entered into by Chemtura and the notes trustee.

The Debtors will have no obligations under the Senior Notes other
than the fees, expenses, reimbursements, interest and indemnity
obligations.  In the event the Notes Release Conditions are not
satisfied, the assets in the Notes Escrow will be used to redeem
the Notes.

In connection with any offering of the Senior Notes, the Debtors
have reached an agreement in principle, on an uncommitted basis,
with Citigroup Global Markets Inc., Citibank, N.A., Citicorp USA,
Inc., Citicorp North America, Inc. and any of their affiliates,
Banc of America Securities LLC, Wells Fargo Foothill, LLC,
Barclays Capital, and Goldman Sachs Lending Partners LLC to serve
as the lead bookrunning managing underwriters of, jointbook
running managing placement agents for or bookrunning managing
initial purchasers in the offering of the Senior Notes.

Specifically, the salient terms of the Purchase Agreement are:

  Purchase and Sale:    Chemtura agrees to issue and sell the
                        Senior Notes to the Initial Purchasers
                        as provided in the Purchase Agreement,
                        and each Initial Purchaser agrees,
                        severally and not jointly, to purchase
                        from Chemtura, the principal amount of
                        Senior Notes as will be set forth in the
                        Purchase Agreement at the time of
                        pricing, at a purchase price of no less
                        than 97.75% of the principal amount of
                        Senior Notes.  An amount of up to 2.25%
                        of the aggregate principal amount of the
                        Senior Notes will be paid to the Initial
                        Purchasers.

Initial Purchasers:    Citigroup Global Markets, Inc., Banc of
                        America Securities, LLC, Barclays
                        Capital, Inc., Wells Fargo Securities,
                        LLC and Goldman, Sachs & Co.

Indemnification and
Contribution
Obligations:           Chemtura and each of the Guarantors
                        jointly and severally agrees to
                        indemnify and hold harmless each Initial
                        Purchaser, each of its partners,
                        members, directors, officers, employees,
                        agents and its affiliates and each
                        person, if any, who controls the Initial
                        Purchaser within the meaning of Section
                        15 of the Act, against any and all
                        losses, claims, damages or liabilities
                        insofar as the losses, claims, damages
                        or liabilities arise out of or are based
                        on any untrue statement of any material
                        fact contained in the Purchase
                        Agreement, or arise out of or are based
                        on the omission to state a material fact
                        required to be stated therein, in the
                        light of the circumstances under which
                        they were made, not misleading, and will
                        reimburse each such indemnified party
                        for any legal or other out-of-pocket
                        expenses reasonably incurred by it in
                        connection with investigating or
                        defending any loss, claim, damage,
                        liability or action as such expenses are
                        incurred, subject to the conditions set
                        in the Purchase Agreement.

                         The Term Loan

To the extent the gross proceeds of the Senior Notes offering
yield an amount insufficient to satisfy the Debtors' Exit
Financing needs, the Debtors will enter into a term loan in an
aggregate principal amount of up to $750 million less the
principal amount of the Senior Notes.

The terms of the Term Loan are contained in a letter entitled
"Engagement for Term Facility" to be executed by Chemtura and
Banc of America Securities LLC, Citigroup, Wells Fargo
Securities, LLC, Barclays Capital and Goldman Sachs Lending
Partners LLC.  Bank of America Securities, Citigroup and Wells
Fargo will act as joint lead arrangers for the Term Loan, and the
Engagement Parties will act as joint bookrunners for the Term
Loan.

The Term Loan Documents include a confidential Term Loan fee
letter and a fee schedule to the Term Loan Engagement Letter.

Similar to the ABL Fee Letters, the Term Loan Fee Letters contain
detailed proprietary information that is considered by the
administrative agent and other similarly-situated banks to be
highly sensitive, confidential and not typically disclosed to the
public or made available to competing financial institutions.
Thus, the Initial Term Lenders require the Debtors to use
commercially reasonable efforts to prevent the Term Loan Fee
Letters from becoming publicly available.  In this light, the
Debtors sought and obtained permission from the Court to file the
Term Loan Fee Letters under seal.

The Term Loan is expected to be funded before confirmation of the
Plan and will be placed into an escrow account.  The net proceeds
of the Term Loan will be held in the Term Loan Escrow until
certain conditions, including confirmation and effectiveness of
the Plan, are satisfied.  If the Term Loan Release Conditions are
satisfied, the Term Loan Proceeds will be released to reorganized
Chemtura after confirmation, and in connection with consummation
of, the Plan.

During the escrow period, the Term Loan will only be secured by a
pledge of the Term Loan Proceeds which, whether or not in escrow,
will not constitute property of the Debtors' estates.

In addition, Chemtura will be required to deposit an additional
amount of cash sufficient to fund the interest expected to accrue
on the Term Loan in accordance with the terms set in the Term
Loan Documents.

The Debtors will have no obligations under the Term Loan, other
than fees, expenses, reimbursements, interest and indemnity
obligations.

The key terms of the Term Loan are:

  Administrative Agent: Bank of America, N.A. or an affiliate

  Collateral Agent:     Bank of America, N.A. or an affiliate

  Syndication Agent:    Citibank, N.A. or an affiliate

  Co-Documentation
  Agents:               Wells Fargo Securities LLC, Barclays
                        Capital, the investment banking division
                        of Barclays Bank PLC and Goldman Sachs
                        Lending Partners LLC, or in each case an
                        affiliate

  Joint Lead Arrangers: Banc of America Securities LLC,
                        Citigroup Global Markets Inc. and Wells
                        Fargo Securities, LLC

  Joint Book Runners:   Banc of America Securities LLC,
                        Citigroup Global Markets Inc., Wells
                        Fargo Securities LLC, Barclays Capital
                        and Goldman Sachs Lending Partners LLC

  Term:                 The earliest of (a) the sixth
                        anniversary of the Closing Date; or (b)
                        the acceleration of the Term Loan and
                        the termination of the commitments under
                        the Term Facility

  Interest Rate:        At Chemtura's election, at one of these
                        rates, plus the Applicable Margin:

                        -- the highest of (i) Bank of America,
                           N.A.'s "prime rate", (ii) the Federal
                           Funds Effective Rate plus 1/2 of 1%
                           and (iii) the one month LIBO Rate
                           plus 1.00%, payable monthly in
                           arrears; or

                        -- the greater of a certain percentage
                           per annum and the LIBO Rate, payable
                           at the end of the relevant interest
                           period, but in the case of any
                           interest period of six months, also
                           at the end of the third month of the
                           interest period

  Default Interest:    During the continuance of an Event of
                       Default, Loans will bear interest at an
                       additional 2% per annum.

  Fees:                In addition to the fees provided in the
                       Term Loan Fee Letters, Chemtura will
                       jointly and severally pay or reimburse
                       the Agents and the Arrangers for all
                       reasonable and documented out-of-pocket
                       costs and expenses incurred by the Agents
                       and the Arrangers, including reasonable
                       attorneys' fees and expenses, in
                       connection with the term loan and the
                       preparation, negotiation and execution of
                       the Term Loan Agreements.

  Events of Default:  Include the failure to pay principal,
                      interest or any other amount when due.

Full-text copies of the related documents to the Exit Commitment
Agreements are available for free at:

   http://bankrupt.com/misc/Chemtura_Exit_ABLCmmtDocs.pdf
   http://bankrupt.com/misc/Chemtura_Exit_NotesIssuanceDocs.pdf
   http://bankrupt.com/misc/Chemtura_Exit_TermLoanDocs.pdf

The hearing to consider the Debtors' request will be on August 9,
2010, at 8:00 a.m.

                       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)


CHEMTURA CORP: Proposes Offering of $450-Mil. of Sr. Notes
----------------------------------------------------------
Chemtura Corporation is planning to offer, subject to market and
other conditions, $450 million in aggregate principal amount of
unsecured senior notes due 2018.

Chemtura is offering the notes as part of its exit financing
package pursuant to its Chapter 11 plan of reorganization, if the
plan is confirmed.  Chemtura is also planning to arrange a senior
term loan facility in the principal amount of $300 million and
enter into a $275 million senior asset-based revolving credit
facility for working capital and general corporate purposes.

The net proceeds of the notes offering and term loan will be
deposited into a segregated escrow account until the plan of
reorganization is confirmed by the Bankruptcy Court and certain
other conditions are satisfied.  Upon satisfaction of the escrow
conditions, including confirmation of its plan of reorganization,
Chemtura intends to use the net proceeds, together with cash on
hand, to make payments contemplated under the plan and to fund
Chemtura's emergence from chapter 11.

The notes will be unsecured senior obligations of Chemtura and
will be guaranteed by each of its current and future domestic
subsidiaries, other than certain excluded subsidiaries.  The notes
will bear interest at a fixed rate.

The notes will be offered in the United States to qualified
institutional buyers pursuant to Rule 144A under the Securities
Act of 1933, as amended (the "Securities Act"), and to non-U.S.
persons in reliance on Regulation S under the Securities Act.  The
notes have not been registered under the Securities Act and may
not be offered or sold in the United States absent registration or
an applicable exemption from the registration requirements.

                      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)


CHEMTURA CORP: Wants Objection to Plan Support Deal Overruled
-------------------------------------------------------------
Chemtura Corp., the Ad Hoc Committee of Bondholders, and Official
Committee of Unsecured Creditors ask U.S. Bankruptcy Judge Robert
Gerber to overrule the objection of the Official Committee of
Equity Security Holders to their Plan Support Agreement.

The PSA refers to the deal the Debtors struck with the Creditors
Committee, certain members of the Ad Hoc Bondholders Committee
and certain other debt holders, under which the Parties agree to
support the Debtors' Plan and each of the Consenting Holders
agree to vote in favor of the Plan.

The Equity Committee earlier complained that the PSA is an
"impermissible plan solicitation" under Section 1125 of the
Bankruptcy Code because it obligates the Creditors Committee and
the signatory bondholders to vote in favor of the Plan prior to
the approval of a disclosure statement.  The Equity Committee
also urged the Court to deny approval of the Debtors' proposal to
pay up to $7,000,000 of the Bondholder Committee's fees in
advance of Plan confirmation and outside of a formal application
under Section 503(b) of the Bankruptcy Code.

In response to the Equity Committee's objections, the
Bondholders' Committee contends that the arguments are not only
legally incorrect, they are also rendered moot by the Debtors'
decision to seek and obtain approval of the Disclosure Statement
before obtaining authority to become a party to the PSA.

Representing the Bondholders Committee, Richard L. Wynne, Esq.,
at Jones Day, in New York, asserts that there is no rule
preventing creditors or creditor constituencies from agreeing
amongst themselves to formulate or support a particular plan
concept outside of the Debtors' solicitation process.  He adds
that unless and until the Debtors obtain Court authority to enter
into the PSA, the PSA is nothing more than an agreement between
the Creditors Committee and certain bondholders.

With regard to the Bondholder Committee's professional fees, Mr.
Wynne says that the issue "has become the proverbial tail wagging
the dog."  He notes that in light of both the Equity Committee's
Objection and the Court's question during the Disclosure
Statement hearing suggesting that the Court presumed that the
Bondholder Committee would be filing an application for its fees,
the parties to the PSA have agreed to modify the fee settlement
provision with these terms:

  1. The Court's consideration of the fee reimbursement will be
     deferred until plan confirmation;

  2. The Bondholder Committee will file a short fee application
     in advance of confirmation, which application will include
     time detail for Jones Day and a summary of the Moelis
     retention agreement and the services Moelis rendered, which
     application will seek reimbursement of compensation
     aggregating not more than $7,000,000;

  3. The Debtors and the Creditors' Committee will support the
     payment of the reasonable, documented and necessary out-of-
     pocket fees and expenses of the Bondholder Committee in an
     aggregate amount up to the Bondholder Compensation Cap; and

  4. The parties will defer any determination as to whether
     Moelis should testify in conjunction with confirmation,
     and if the Debtors and the Creditors' Committee request
     Moelis to testify in support of confirmation, whether the
     fee Moelis will charge for the services is reasonable and
     should be added to the Bondholder Compensation Cap.

By amending the PSA in this way, the Bondolder Committee's fee
request can be considered in conjunction with the other
components of the Global Settlement under the reasonableness
standard of Rule 9019 of the Federal Rules of Bankruptcy
Procedure, Mr. Wynne contends.

On behalf of the Debtors, Richard M. Cieri, Esq., at Kirkland &
Ellis LLP, in New York, argues that the Equity Committee's
arguments have no merit and that intervening events have rendered
them moot.  He notes that the Court has conditionally approved
the Disclosure Statement and will have entered a final order
before the Debtors proceed to execute the PSA.

Daniel H. Golden, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
New York, on behalf of the Creditors Committee, asserts that the
Equity Committee's Objection is primarily a collateral attack on
the terms of the Plan.  He points out that a substantial portion
of the Equity Committee's 24-page Objection is devoted to
unsubstantiated and inaccurate allegations regarding the Equity
Committee's involvement in the Plan process and the terms of the
global settlement that forms the foundation of the Plan.

               Creditors Support PSA, Lawyer Says

Natasha Labovitz has said, according to an August 5, 2010
Bloomberg News report, that creditors of Chemtura Corp. have
agreed to a revised plan of support agreement for the Company's
restructuring process.

In addition to the commitment of the creditors to vote for the
Plan, the PSA contemplates that Chemtura will pay up to
$7,000,000 for the fees of the Ad Hoc Bondholders Committee's
professionals.

                       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)


CIRCUIT CITY: Removal Period Extended Until October 4
-----------------------------------------------------
The Bankruptcy Court extended the time period within which Circuit
City Stores Inc. and its units may remove actions pending as of
the Petition Date through the later of (i) October 4, 2010, or
(ii) 30 days after entry of an order terminating the automatic
stay with respect to any particular action sought to be removed.

                       About Circuit City

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

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

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

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

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

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


CIRCUIT CITY: Says Latest Plan Changes Won't Need Re-Voting
-----------------------------------------------------------
Circuit City Stores Inc. and the Official Committee of Unsecured
Creditors have revised their First Amended Joint Plan of
Liquidation in certain respects, which revisions will be
incorporated in a Second Amended Joint Plan of Liquidation that
the Plan Proponents have anticipated filing around August 9, 2010.

In line with this, the Debtors and the Creditors Committee sought
and obtained approval from the U.S. Bankruptcy Court for the
Eastern District of Virginia an order pursuant to Section 105 of
the Bankruptcy Code, approving limited notice and service of the
Plan Documents, and finding that no other or further notice or
services is necessary or required.

The Plan Proponents submit that modifications to the First
Amended Plan are neither material nor adverse and, thus, no
further solicitation is necessary.  Nonetheless, in the interest
of keeping potentially affected parties in interest apprised of
developments in the case, the Plan Proponents intend to serve the
Plan Documents on, among others, all parties who filed objections
to the Disclosure Statement or to confirmation of the First
Amended Plan and all parties with outstanding claims against any
of Circuit City Stores West Coast Inc., Circuit City Store PR
LLC, Circuit City Purchasing Company LLC.  The Plan Proponents
also intend to post the Plan Documents on the claims agent's Web
site.

Service of the Plan Documents on the Notice Parties is designed
to provide notice to those parties with the greatest interest in
the modifications to the First Amended Plan, the Debtors'
counsel, Douglas M. Foley, Esq., at McGuireWoods LLP, in
Richmond, Virginia, notes.

Mr. Foley further notes that the Debtors have more than 10,000
creditors and more than 50,000 equity holders.  Additional
service or notice of the Plan Documents would be burdensome and
unduly expensive to the Debtors' estates and creditors, he says.

To recall, certain issues arose that required the Plan Proponents
to adjourn the confirmation hearing of the First Amended Joint
Plan.  In particular, the Plan Proponents determined that
proceeding with the First Amended Joint Plan could have
potentially large negative Canadian tax consequences associated
with the repatriation proceeds from the sale of assets of the
Debtors' Canadian subsidiaries.  Thus, the Plan Proponents
attempted to resolve the issues and negotiate modifications to
the First Amended Joint Plan, Mr. Foley relates.

During the adjournment of the confirmation hearing, the Plan
Proponents continued to negotiate the terms of certain key plan-
related documents that had not been finalized at the time certain
Plan Supplements were filed.  However, as of May 31, 2010, the
Plan Proponents had not reached an  agreement, which resulted in
the Creditors' Committee filing its own Plan of Liquidation on
June 1, 2010, Mr. Foley continues.

On June 24, 2010, the Court approved the Debtors' motion
requesting mediation.  Mediation commenced on July 14, 2010,
before the Honorable Frank J. Santoro.

According to Mr. Foley, the Debtors and the Creditors' Committee
each presented their positions, and several primary issues were
identified, including (i) whether to include Ventoux
International, Inc. and InterTAN, Inc. in an amended plan;
(ii) postpetition governance of the liquidating trust; and
(iii) issues relating to certain potential Canadian and French tax
liability, including treatment of potential causes of action
against the Debtors' directors and officers arising out of this
potential liability.

After extensive negotiations, the Plan Proponents reached an
agreement on the outstanding issues.  As part of the Mediation
Agreement, the Debtors and the Creditors' Committee revised
the First Amended Joint Plan to reflect these changes:

  (a) Reserves will be created to help ensure that sufficient
      Cash is available for distribution to creditors whose
      claims are allowed after the effective date of the Second
      Amended Joint Plan;

  (b) InterTAN and Ventoux will no longer be substantively
      consolidated with the other Debtors; and

  (c) Modifications have been made to facilitate certain
      transactions designed to minimize the amount of Canadian
      tax liability associated with the repatriation to the
      Debtors of certain proceeds from the Canadian Sale.

The Plan Proponents submit that the modifications incorporated in
the Second Amended Joint Plan do not adversely affect any party
compared to that party's treatment under the First Amended Joint
Plan.

The Plan Proponents also intend to file (i) a revised draft for
the Liquidating Trust Agreement as well as Liquidating Trust
Oversight Committee Bylaws, and (ii) a Supplemental Disclosure
with respect to the Second Amended Joint Plan.

Mr. Foley relates that the Supplemental Disclosure includes:

   (i) Background related to the Canadian Sale and other
       significant events since the filing of the First Amended
       Plan;

  (ii) A summary of revisions to the Plan;

(iii) An updated analysis of the effects of substantive
       consolidation of the Consolidated Debtors;

  (iv) An updated summary of estimated recoveries under the
       Second Amended Joint Plan; and

   (v) An updated analysis of the effect of liquidation under
       Chapter 7 of the Bankruptcy Code.

                       About Circuit City

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

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

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

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

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

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


CIT GROUP: Obtains $3 Bil. Loan on Cheaper Interest Rate
--------------------------------------------------------
Aparajita Saha-Bubna at Dow Jones Newswires reports that CIT Group
Inc. is closing in on a $3 billion loan that will replace its
prohibitively costly credit facility, a legacy of its trip to
bankruptcy court.

A person familiar with the matter told Dow Jones that new terms on
CIT's $3 billion loan, which will kick in this week, peg the
interest rate at around 6.25%.  Bank of America Merrill Lynch,
Morgan Stanley and Deutsche Bank are handling the loan.

Dow Jones notes the new rate is significantly cheaper than the 13%
and 9.5% CIT has been paying so far on two pieces of the remaining
$4 billion pricy credit.  CIT is paying down $1 billion of this
existing facility, which had an original size of $7.5 billion.

"This really helps CIT lower funding costs relative to its
existing funding base," said Sameer Gokhale, an analyst at Keefe,
Bruyette & Woods, according to Dow Jones.  "But it doesn't take
away from the fact [CIT] needs to find a more stable and cheaper
long-term funding base."

Dow Jones further relates CIT also has $2.1 billion of unsecured
bonds on which it pays interest of 10.25% and $21 billion of
secured notes with an interest rate of 7%.

According to Dow Jones, in efforts to shore up its balance sheet,
CIT has been paying down its debt and selling assets it doesn't
consider critical to its core business.  CIT also is employing
existing deposits to make corporate loans.

Dow Jones says CIT not only has to get the go-ahead from
regulators to increase its brokered deposits, it also has to get
the green light allowing it to use its deposits to make more types
of loans.  In addition, it needs to build on its deposit base to
include retail deposits, which are considered more stable than the
brokered deposits CIT has now.

"It will take time for CIT to build a deposit base," said Adam
Steer, an analyst at CreditSights Inc., a credit-research firm,
according to Dow Jones.  "It's a multi-year process to revamp
CIT's funding model."

                             About CIT

Founded in 1908, CIT Group (NYSE: CIT) -- http://www.cit.com/--
is a bank holding company with more than $40 billion in finance
and leasing assets.  It provides financing and leasing capital to
its more than one million small business and middle market clients
and their customers across more than 30 industries.  CIT maintains
leadership positions in small business and middle market lending,
factoring, retail finance, aerospace, equipment and rail leasing,
and global vendor finance.

CIT Group Inc. and affiliate CIT Group Funding Company of Delaware
LLC announced a Chapter 11 filing on November 1, 2009 (Bankr.
S.D.N.Y. Case No. 09-16565).  Evercore Partners, Morgan Stanley
and FTI Consulting are the Company's financial advisors and
Skadden, Arps, Slate, Meagher & Flom LLP is legal counsel in
connection with the restructuring plan.  Sullivan & Cromwell is
legal advisor to CIT's Board of Directors.

CIT Group on November 1 announced that, with the overwhelming
support of its debtholders, the Board of Directors voted to
proceed with the prepackaged plan of reorganization for CIT Group
Inc. and a subsidiary that will restructure the Company's debt and
streamline its capital structure.  None of CIT's operating
subsidiaries, including CIT Bank, a Utah state bank, were included
in the filings.

On December 8, the Court confirmed the Debtors' prepackaged plan.
On December 11, CIT emerged from bankruptcy.

                          *     *    *

As reported by the Troubled Company Reporter on May 25, 2010, DBRS
has assigned various ratings including an Issuer Rating of B
(high) to CIT Group Inc.  Concurrently, DBRS has assigned a BB
(high) rating to CIT's First Lien Secured Credit Facility, a BB
(low) rating to the second lien Series B Notes, a B (high) rating
to the Series A Notes, a B rating to the Unsecured Long-Term Debt
and a Short-Term rating of R-4.  The trend on all long-term
ratings is Positive.

The TCR on August 4, 2010, reported that DBRS affirmed those
ratings.  DBRS expects CIT should continue to make progress in
improving and diversifying its funding profile, while restoring
underlying profitability.

On May 25, the TCR also reported that Moody's Investors Service
assigned a B3 corporate family rating to CIT Group Inc.
Concurrently, Moody's assigned ratings of B1, B3, and Caa1 to
CIT's first lien secured debt facilities, second lien secured
notes, and senior unsecured notes, respectively.  The outlook for
the ratings is stable.

The TCR said May 3, 2010, Standard & Poor's Ratings Services
assigned its 'B+/B' counterparty credit rating to CIT.  The
outlook is positive.  At the same time, S&P assigned its 'BB'
rating to the company's first-lien secured credit facility,
indicating its high confidence of full recovery of principal.  S&P
also assigned its 'B+' rating to the company's second-lien secured
notes and 'B' rating to the unsecured debt, reflecting those
issues' lower relative recovery prospects.


CITIZENS REPUBLIC: DBRS Confirms 'B' Long-Term Rating
-----------------------------------------------------
DBRS has confirmed the Long and Short-Term ratings of Citizens
Republic Bancorp, Inc. (Citizens or the Company), and its related
entities, including its Issuer & Senior debt rating of B (low)
and Short-Term Instruments ratings of R-5.  All ratings remain
Under Review with Negative Implications.  The rating confirmation
followed the Company's release of 2Q10 operating results, which
reflected a loss attributable to common shareholders of
$45 million and the publication of the anticipated Written
Agreement with the Federal Reserve Bank of Chicago and the
Michigan Office of Financial and Insurance Regulation.

The ratings confirmation and Under Review with Negative
Implications reflects Citizens' continuing struggle with severe
asset quality issues, weak earnings generation capacity, capital
invasion, and DBRS's expectation of sustained elevated credit
costs over the intermediate term.  Furthermore, although the
Written Agreement with the regulators was necessary, it may have
the unintended consequence of further constraining management's
time and ability to manage the Company.  Ratings also consider the
Company's large CRE concentration, currently adequate funding
profile and well-established community banking and deposit
franchise.

DBRS's review will focus on Citizens' asset quality, capital
erosion and franchise value.  Additionally, the review will
continue to ascertain the impact of the Written Agreement on
Citizen's financial flexibility, and Board of Director's (BOD) and
management's ability to address the provisions within the
agreement.

The Written Agreement requires the BOD and management to address
the following areas.  The BOD will take appropriate steps to fully
utilize Citizens' financial and managerial resources to serve as a
source of strength to Citizens Bank (Bank), Citizen's bank
subsidiary.  The BOD will complete an assessment of the Bank's
management and staffing needs.  The Bank will submit an acceptable
written plan to strengthen credit risk management practices and an
enhanced credit administration program.  The Bank shall not
extend, renew, or restructure any credit to or for the benefit of
any borrower, whose loans or other extensions of credit were
criticized in the asset quality target examination of the Bank,
conducted by the Federal Reserve Bank or in any subsequent report
of examination, without prior approval of the majority of the BOD.
Within 10 days, the bank shall eliminate from its books, all
assets or portions of assets classified "loss" in the Asset
Quality Examination that have not been previously collected in
full or charged off.

Other provisions of the Written Agreement include the following.
Citizens and the Bank will submit to the Federal Reserve an
acceptable joint written plan to maintain sufficient capital at
Citizens on a consolidated basis, and the Bank on a stand-alone
basis.  The Bank shall submit a written business plan for the
remainder of 2010 to improve the Bank's earnings and overall
condition.  Citizens and the Bank shall submit an acceptable
written plan designed to enhance management of the Bank's
liquidity position.  Citizens and the Bank shall not declare or
pay any dividends without the prior written approval of the
Federal Reserve.  Citizens and its nonbank subsidiary shall not
incur, increase, or guarantee any debt without prior written
approval of the Federal Reserve.  Citizens and its nonbank
subsidiary shall not purchase or redeem any shares of its stock
without prior written approval from the Federal Reserve.  Finally,
Citizens and the bank's BODs shall appoint a joint committee to
monitor and coordinate compliance with the provisions of the
Written Agreement.

Although credit quality indicators have improved somewhat, it is
DBRS's perception that a significant amount of loss content
remains embedded within Citizens' loan portfolio, especially given
its sizeable commercial real estate exposure.  At June 30, 2010,
the Company's nonperforming assets (NPAs) declined and represented
a high 6.58% of total loans, down from 7.43% at March 31, 2010.
Meanwhile, 2Q10 net charge-offs (NCOs) contracted to 3.40% of
average loans from 6.25% for 1Q10.  The bulk of the decrease in
NCOs was due to lower levels of residential mortgage loan
writedowns.  DBRS comments that Citizens' allowance for loan loss
reserves was moderate at 84% of nonperforming loans.  DBRS
anticipates that Citizens' NCOs may be volatile over the
intermediate term, especially if the economy remains weak.

Citizens' core earnings (income before provisions and taxes)
provide an unsatisfactory level of loss absorption capacity for
the Company and are currently being overwhelmed by credit costs.
DBRS expects this trend to continue over the intermediate term and
to continue to pressure capital.  Positively, the Company was able
to bolster its capital position in late April 2010, through the
sale of a bank subsidiary, F&M Bank.  At June 30, 2010, the
Company's tangible common equity to tangible assets, and Tier 1
and Total risk based capital ratios were 5.83%, 12.74% and 14.12%,
respectively.  DBRS comments that Citizens' capital position
includes $300 million of TARP funds.

DBRS notes that Citizens' funding is currently sound. At March 31,
2010, core deposits represented roughly 97% of net loans.  The
Company's securities portfolio, which represents 20% of total
assets, access to the FHLB and the Federal Reserve round out its
liquidity profile.  Citizens' parent maintains a solid liquidity
position, as its $159 million of cash, currently provides sound
parent company coverage.  At YE09, Citizens' announced the
deferral of interest payments on its two trust preferred
securities and also suspended dividend payments on its TARP
preferred shares.  DBRS notes that it does not view the exercising
of the contractual right to defer or skip payments as equivalent
to default.


COMFORCE CORP: June 27 Balance Sheet Upside Down by $12.86MM
------------------------------------------------------------
COMFORCE Corporation filed its quarterly report on Form 10-Q,
posting net income of $1.85 million on $163.56 million of net
revenue for the three months ended June 27, 2010, compared with
net income of $598,000 on $141.68 million of net revenue during
the same period in 2009.

The Company's balance sheet at June 30, 2010, showed
$183.15 million in total assets, $196.01 million in total
liabilities, and stockholders' deficit of $12.86 million.

The Company said its revenues of $163.6 million for the second
quarter of 2010, compared to revenues of $141.7 million for the
second quarter of 2009, a 15.4% increase.  Sequentially, revenues
for the second of quarter 2010 improved 13.7% from the prior
quarter.

Revenues of PRO Unlimited, the Company's Human Capital Management
segment, increased $26.0 million, or 26.7% over the second quarter
of 2009, and sequentially 14.2% over first quarter 2010.  This
growth was primarily due to an increase in services provided to
both new and existing clients.  PRO Unlimited reported gross
profit for the second quarter of 2010 of $14.6 million, compared
to $12.1 million for the second quarter of 2009.  Staff
Augmentation revenue decreased in the second quarter of 2010
compared to the same period last year by $4.2 million, or 9.5%
reflecting a decrease in client demand for services in this sector
and a reduction in clients serviced. Sequentially Staff
Augmentation revenues improved 12.4% over first quarter 2010.

Gross profit for the second quarter of 2010 was $23.1 million, or
14.1% of sales, compared to a gross profit of $20.2 million, or
14.3% of sales for the same period last year.  The slight decrease
in gross profit as a percentage of sales was primarily the result
of pricing pressures and lower sales volume on higher margin
services, which was partially offset by a decrease in payroll
related tax expense as a result of the enactment of the HIRE Act
in March 2010.  The 2009 gross profit included an accrual of
approximately $1.0 million related to a state tax examination.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?6822

A full-text copy of the Company's earnings release is available
for free at http://ResearchArchives.com/t/s?6823

                          About COMFORCE

Based in Woodbury, New York, COMFORCE Corporation (NYSE Amex: CFS)
provides outsourced staffing management services that enable
Fortune 1000 companies and other large employers to consolidate,
automate and manage staffing, compliance and oversight processes
for their contingent workforces.  The Company also provides
specialty staffing, consulting and other outsourcing services to
Fortune 1000 companies and other large employers for their
healthcare support services, technical and engineering,
information technology, telecommunications and other staffing
needs.  In addition, the Company provides funding and back office
support services to independent consulting and staffing companies.


COMMERCIAL VEHICLE: Posts $693,000 Net Income for June 30 Quarter
-----------------------------------------------------------------
Commercial Vehicle Group Inc. reported revenues of $142.3 million
for the second quarter of 2010, compared to revenues of
$103.5 million for the second quarter of 2009.

Operating income for the second quarter of 2010 was $2.6 million
compared to an operating loss of $22.2 million for the second
quarter of 2009.  Net income was $0.7 million for the quarter, or
$0.02 per diluted share, compared to a net loss of $22.5 million,
or $1.04 per diluted share, in the prior-year quarter.  Fully
diluted shares outstanding for the quarter were 28.0 million
compared to 21.7 million for the prior-year period.

Included in the Company's results for the quarter was
approximately $1.4 million of restructuring expense related to the
closure of its Norwalk, Ohio facility. Excluding this
restructuring expense, the Company's operating income was
approximately $4.0 million for the quarter.  The Company also
recorded other income of $1.3 million, primarily related to the
gain on the mark to market of its foreign exchange currency
contracts.

"We are pleased to see signs of recovery in our end markets and
the benefits of our profit improvement initiatives, which are
reflected in our positive results," said Mervin Dunn, President
and Chief Executive Officer of Commercial Vehicle Group.  "With
many of our key end markets showing positive trends in the last
few quarters, we are optimistic about our longer-term
opportunities," added Mr. Dunn.

Revenues for the quarter compared to the prior-year period
increased by approximately $38.8 million, or 37.5%, due primarily
to the increase in the Company's OEM truck, construction and
military end markets and operating income for the quarter
increased by approximately $24.8 million compared to the prior-
year period.  Excluding restructuring charges of $1.4 million in
the second quarter of 2010 and $0.2 million in the second quarter
of 2009 as well as intangible and long-lived asset impairment
charges of $7.0 million and $3.4 million, respectively, in the
second quarter of 2009, operating income for the quarter compared
to the prior-year period increased by approximately $15.6 million.
The Company reported a positive cash balance of $52.4 million as
of June 30, 2010, and had zero funds borrowed under its revolving
credit facility.

"Our financial achievements through the second quarter of 2010 are
positive.  Excluding non-recurring items such as restructuring
charges and asset impairments, our quarterly operating income
improved approximately $15.6 million on $38.8 million of
incremental revenues versus last year.  This marks our fifth
consecutive quarter of operating income improvement when excluding
one-time adjustments such as restructuring and impairment charges,
and we are extremely pleased with these trends," said Chad M.
Utrup, Chief Financial Officer of Commercial Vehicle Group.  "As a
result of the financial successes we have achieved over the past
year, combined with our significant improvement in cash and
liquidity, we feel we are in a strong position as we move
forward," added Mr. Utrup.

The Company currently expects North American class 8 production
units in the range of 150 thousand to 155 thousand for the full
year 2010 and approximately 220 to 230 thousand units for 2011.
The Company is not providing revenue or earnings estimates;
however, it does not expect to be required to comply with any
financial covenant requirements for the full year 2010 at this
time.

A full-text copy of the Company's earnings release is available
for free at http://ResearchArchives.com/t/s?6825

                  About Commercial Vehicle Group

New Albany, Ohio-based Commercial Vehicle Group, Inc., (Nasdaq:
CVGI) supplies fully integrated system solutions for the global
commercial vehicle market, including the heavy-duty truck market,
the construction and agricultural markets, and the specialty and
military transportation markets.  The products include static and
suspension seat systems, electronic wire harness assemblies,
controls and switches, cab structures and components, interior
trim systems (including instrument panels, door panels,
headliners, cabinetry and floor systems), mirrors and wiper
systems specifically designed for applications in commercial
vehicles.  The Company has facilities located in the United States
in Arizona, Indiana, Illinois, Iowa, North Carolina, Ohio, Oregon,
Tennessee, Virginia and Washington and outside of the United
States in Australia, Belgium, China, Czech Republic, Mexico,
Ukraine and the United Kingdom.

The Company's balance sheet at June 30, 2010, showed
$276.90 million in total assets, $287.28 million in total
liabilities, and stockholder's deficit of $10.37 million.

                          *     *     *

Commercial Vehicle carries a 'Caa2' Corporate Family Rating and
'Caa2/LD' Probability of Default Rating from Moody's.  It has
'CCC+' issuer credit ratings from Standard & Poor's.


COMMONWEALTH COMMONS: Files for Chapter 11 Bankruptcy Protection
----------------------------------------------------------------
Commonwealth Commons LLC filed for bankruptcy under Chapter 11
(Bankr. D. Mass. Case No. 10-18491), estimating assets and
liabilities between $1 million and $10 million.

The Debtor is a developer of affordable and mid-price housing.

Commonwealth Commons LLC is one of several companies founded or
run by Rocco Scippa.  Business Journal of Boston reports that in
late 2007, state investigators with the Office of the Inspector
General criticized Mr. Scippa for failing to accurately disclose
his role in -- and potential profit from -- projects.

Barry R. Levine, Esq. -- barlev@levineatlaw.com -- in Beverly,
Massachusetts, represents the Company in the Chapter 11 case.


CONTINENTAL AIRLINES: Prices $800 Million of Senior Secured Notes
-----------------------------------------------------------------
Continental Airlines Inc. priced $800 million aggregate principal
amount of 6.75% senior secured notes due 2015.  The Notes will be
senior secured obligations of Continental.

Continental's obligations under the Notes will be guaranteed on a
senior secured basis by its subsidiaries Air Micronesia, Inc. and
Continental Micronesia, Inc.  The Notes are secured by certain of
Continental's routes and airport takeoff and landing slots and
airport gate leaseholds utilized in connection with these routes.

Certain of the collateral is currently encumbered under
Continental's $350 million secured term loan facility that is due
in June 2011 and the remainder is currently pledged as security
for the advance purchase of mileage credits under its branded
credit and debit card agreements.  Continental intends to use
approximately $350 million of the net proceeds from the offering
to repay the secured term loan facility and the balance for
general corporate purposes.

The Notes will be offered and sold only to qualified institutional
buyers in accordance with Rule 144A under the Securities Act of
1933, as amended and to non-U.S. persons in accordance with
Regulation S under the Securities Act.  The Notes will not be
registered under the Securities Act or state securities laws and
may not be offered or sold in the United States absent
registration or an applicable exemption from the registration
requirements of the Securities Act and applicable state securities
laws.

                      About Continental Airlines

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

In May 2010, Continental announced an agreement to merge with UAL
Corp.  The merger has not yet been completed.

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

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


CST INDUSTRIES: S&P Gives Negative Outlook, Affirms 'B' Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it has revised its
rating outlook on Lenexa, Kansas-based CST Industries Inc. to
negative from stable.  At the same time, S&P affirmed its ratings
on CST, including the 'B' corporate credit rating.

"The negative outlook reflects the potential for a downgrade if
CST is unable to negotiate adequate covenant relief.  Weakening
operating performance and reduced flexibility in complying with
the covenants under its credit agreement could lead to a covenant
breach in the second half of 2010," said Standard & Poor's credit
analyst Robyn Shapiro.  "The company successfully amended covenant
levels in June 2009, however, headroom is currently very thin
under the company's amended minimum interest coverage and minimum
EBITDA covenants, and these covenants step up in the coming
quarters."

The 'B' rating on CST reflects its highly leveraged financial risk
profile and weak business risk profile as a participant in the
fragmented and competitive metal storage tank market.  Although
the company has improved incoming order rates, S&P believes
domestic end markets will remain weak in the near term.  In
addition, the company's operating margins are vulnerable to
volatile steel prices which rose in the first half of the year.
Credit metrics have weakened a bit and are somewhat weaker than
S&P's expectations for the current rating.

The outlook is negative.  S&P could lower the ratings if CST is
unable to negotiate adequate covenant relief.  S&P could also
lower the rating if key credit measures deteriorate further and
remain weaker than S&P expects at the current rating level.  "For
instance, S&P could lower the rating if FFO to total adjusted debt
appears likely to decline and remain below 5% for a sustained
period.  S&P could revise the outlook to stable if the company is
able to negotiate covenant relief and maintain headroom under
covenants consistent with S&P's view of adequate liquidity -- more
than 20%," Ms. Shapiro added.


DBSD NORTH AMERICA: Dish Network Fights Plan Cramdown in 2nd Circ.
------------------------------------------------------------------
Bankruptcy Law360 reports that Dish Network Corp., seeking to
reverse the cramdown of a Chapter 11 plan for DBSD North America
Inc., told the U.S. Court of Appeals for the Second Circuit that
it was not plotting to wrest control of its bankrupt rival by
investing in DBSD debt.

Before sending the fight to the Second Court of Appeals, Dish
Network, and another creditor Sprint Nextel Corp., took an appeal
of the Bankruptcy Court's order confirming the Plan to the
district court.  U.S. District Judge Lewis A. Kaplan, in New York,
however, affirmed the order confirming the Chapter 11 plan.

DISH Network became involved in DBSD's cases when it bought all of
the Debtors' first lien debt from its prior holders, at par, after
the filing of the Plan.  Dish tried, but failed, to win approval
from the Bankruptcy Court to file its own plan for DBSD.

                      The Chapter 11 Plan

The Plan seeks, principally through substantial deleveraging and
realignment of operations, to focus on the Debtors' core
operations, to capitalize on opportunities in the future.  The
Debtors will reduce their funded debt and other financial
obligations by converting all of their Second Lien Debt and
general unsecured claims into equity of the reorganized Debtors.

The Plan provides for the Debtors to continue to operate as a pre-
revenue enterprise, implementing cost-saving initiatives until the
Debtors obtain strategic partnerships with entities that are able
to complement the Debtors' satellite offerings or obtain
additional capital to continue funding the enterprise.

Under the Plan, the Debtors will be deleveraged by over
$600 million. The Plan currently contemplates that the Debtors
will have $81 million in total debt at the Effective Date, and the
total indebtedness can be projected to be in the range of
$260 million by 2013.

A copy of Judge Gerber's decision containing his Findings of Fact
and Conclusions of Law is available for free at:

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

DBSD has not yet implemented the Plan because it is still awaiting
permission from the Federal Communications Commission to transfer
licenses.

                      About DBSD North America

Headquartered in Reston, Virginia, DBSD North America Inc. aka ICO
Member Services Inc. offers satellite communications services.
It has launched a satellite, but is in the developmental stages of
creating a satellite system with components in space and on earth.
It presently has no revenues.

The Company and nine of its affiliates filed for Chapter 11
protection on May 15, 2009 (Bankr. S.D.N.Y. Lead Case No.
09-13061).  James H.M. Sprayregen, Esq., Christopher J. Marcus,
Esq., at Kirkland & Ellis LLP, in New York; and Marc J. Carmel,
Esq., Sienna R. Singer, Esq., at Kirkland & Ellis LLP, in Chicago,
serve as the Debtors' counsel.  Jefferies & Company is the
proposed financial advisors to the Debtors.  The Garden City Group
Inc. is the court-appointed claims agent for the Debtors.
DBSD estimated assets and debts of $500 million to $1 billion in
its Chapter 11 petition.


DOLLAR THRIFTY: DBRS Affirms 'B' Issuer Rating
----------------------------------------------
DBRS has commented that the ratings of Dollar Thrifty Automotive
Group, Inc., including its Issuer Rating of B (high) are
unaffected following the Company's announcement of 2Q10 earnings
results.  All ratings remain Under Review Positive, where they
were placed on April 28, 2010.

The comment follows DTAG's earnings release indicating net income
of $42.3 million for 2Q10, a significant increase from
$12.4 million a year ago.  For the six months ending June 30,
2010, DTAG has reported net income of $69.6 million putting 2010
on track to be the most profitable year in Company history.
Results continue to benefit from the company revenue management
actions, its solid cost control and its sound fleet management.
Evidencing these benefits, DTAG reported its sixth consecutive
quarter of year-on-year double digit growth in corporate EBITDA,
which increased over 250% to $74.3 million.  Given the less than
robust economic recovery and modest increase in airline capacity,
which is a key driver of rental volume, DBRS considers the
quarter's results as very respectable.

Total vehicle rental revenue increased slightly year-on-year at
$380.1 million; however, on a same-store basis rental revenues
increased 2.9%.  The Company's pricing strategies and tight fleet
levels continue to drive solid pricing gains.  Revenue per day
(RPD) grew for the sixth consecutive quarter to $47.65, or 0.8%
year-on-year.  The increase in RPD offset a 0.5% decrease in
rental days.  Further, DTAG reported a decrease in fleet costs,
driven by the continued healthy used-vehicle market and efforts by
management to improve efficiency in fleet disposition.  Vehicle
depreciation per unit for 2Q10 totaled $193 per month, excluding
gains on sale of fleet vehicles depreciation per unit was $275 per
month.

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

The Under Review with Positive Implications reflects DTAG's
announced definitive agreement to be acquired by the higher-rated
Hertz Corporation (rated BB by DBRS).  Given the recently proposed
acquisition offer from Avis Budget Group, Inc. (rated B (high) by
DBRS), DBRS continues to monitor developments regarding the
potential sale of DTAG and may provide further commentary or take
rating actions as developments warrant.


DUNE ENERGY: Had $25MM Total Liquidity to Start Second Half
-----------------------------------------------------------
Dune Energy Inc. said that at the end of the second quarter of
2010 cash was $12.9 million versus $15.0 million at year end 2009.
Accounts payable were $2.6 million in the current quarter versus
$11.8 million at year end 2009.  Availability under the Wells
Fargo Foothill Revolver was reduced to $20 million primarily due
to the sale of the South Florence field at the end of the second
quarter.  The primary covenants that must be met within Wells
Fargo Foothill Revolver include minimum monthly EBITDA,
production, capital, payables and reserves.  Currently there are
no borrowings against the Revolver and $8.5 million issued in
standby letters of credit, thus total liquidity is approximately
$25 million.

James A. Watt, President and Chief Executive Officer stated in a
Company release, "The improved liquidity from the sale of our
South Florence field along with improvements in cash G&A and
operating expenses will allow for increased investments in new
drilling opportunities within our fields.  This should result in
increased production and reserves in the second half of 2010."

In its Form 10-Q for the second quarter, the Company said it
incurred a net loss of $30.94 million on $15.95 million revenues
for the three months ended June 30, 2010, compared with $16.35
million net loss on $12.13 million revenues for the same period a
year earlier.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?6811

A full-text copy of the Company's earnings release is available
for free at http://ResearchArchives.com/t/s?681e

                        About Dune Energy

Dune Energy, Inc. (NYSE AMEX: DNE) -- http://www.duneenergy.com/
-- is an independent energy company based in Houston, Texas.
Since May 2004, the Company has been engaged in the exploration,
development, acquisition and exploitation of natural gas and crude
oil properties, with interests along the Louisiana/Texas Gulf
Coast.  The Company's properties cover over 90,000 gross acres
across 27 producing oil and natural gas fields.

                          *     *     *

Dune Energy carries a 'CCC-' corporate credit rating, with
negative outlook, from Standard & Poor's. S&P said in April 2010
that "the company's heavy debt burden makes the prospects of a
distressed exchange or bankruptcy a distinct possibility."
Dune Energy has a 'Ca' corporate family rating from Moody's.


ELBIT VISION: To Hold General Meeting of Shareholders on August 31
------------------------------------------------------------------
Elbit Vision Systems Ltd. announces that it will hold the Annual
General Meeting of Shareholders on August 31, 2010, at 11:00 a.m.
(Israel time) at the offices of Yigal Arnon & Co., 1 Azrieli
Center, Tel-Aviv, Israel.

                        About Elbit Vision

Caesarea, Israel-based Elbit Vision Systems Ltd. (Nasdaq:
EVSNF.OB) -- http://www.evs-sm.com/-- offers a broad portfolio of
automatic State-of-the-Art Visual Inspection Systems for both in-
line and off-line applications, and quality monitoring systems
used to improve product quality, safety, and increase production
efficiency.  The headquarters, manufacturing and R&D of the
Company are all located in Israel.

The Company's balance sheet at December 31, 2009, showed
$9.6 million in total assets, $15.0 million in total liabilities,
and stockholders' deficit of $5.4 million.

As reported in the Troubled Company Reporter on July 20, 2010,
Brightman Almagor Zohar & Co., in Tel Aviv, Israel, expressed
substantial doubt about Elbit Vision Systems Ltd. and
subsidiaries' ability to continue as a going concern.  The
independent auditors noted that the Company has incurred recurring
losses from operations and has an accumulated deficit as of
December 31, 2009.


EMAK WORLDWIDE: Files for Chapter 11 Due to Litigation
------------------------------------------------------
EMAK Worldwide, Inc.'s parent company and its administrative
subsidiary, EMAK Worldwide Service Corp., filed voluntary
petitions under Chapter 11 of the U.S. Bankruptcy Code for itself
in the U.S. Bankruptcy Court for the Central District of
California.  All other EMAK operating subsidiaries are excluded
from these voluntary petitions, including its Equity Marketing,
Logistix, Neighbor and Upshot agencies and operations in Asia.
Operations of these subsidiaries are expected to continue
uninterrupted.

The voluntary bankruptcy petitions result from protracted
litigation at the EMAK corporate level and an interim award from
the Chancery Court of Delaware against EMAK for which it was not
permitted to immediately appeal.  EMAK concluded that its
stakeholders would be better served by commencing a bankruptcy
proceeding than reducing its cash assets through payment of the
interim award.

Chapter 11 will enable the Company to resolve this interim award
and additional issues resulting from the protracted shareholder
and related litigation at the corporate level.  This action will
also provide sufficient operating funds to fund post-petition
operating expenses, and to meet ongoing obligations to employees,
customers and suppliers with less disruption.

"All of our agencies and non-corporate subsidiaries will continue
business in the ordinary course and without interruption. We have
a problem at the holding company which has absolutely no
connection to our agencies' day-to-day operations," said Jim
Holbrook, EMAK's Chief Executive Officer.  "The actions we
announced today will allow us to resolve these issues in an
organized manner and to put them behind us.  We want to reassure
our clients that we will continue to serve their needs during this
period, and we appreciate the support of our many loyal vendors,
customers and employees."

EMAK intends to seek reversal of the interim award and to
permanently resolve the litigation that has disrupted the holding
company for some time.  The Company believes it has reasonable
grounds for an appeal, and was previously successful in achieving
a reversal by the Delaware Supreme Court of other decisions
rendered by the Chancery Court in the same case.

During its bankruptcy proceedings, EMAK will be represented by
Jeffrey Reisner and Kerri Lyman of Irell & Manella LLP in Newport
Beach, California.  Press inquiries should be directed to Kerri
Lyman at (949) 760-0991.

                     About EMAK Worldwide

EMAK Worldwide, Inc. -- http://www.emak.com/-- is a family of
marketing services agencies including Equity Marketing, Logistix,
Neighbor and Upshot.  Its agencies are experts in "consumer
activation" by offering strategy-based marketing programs that
directly impact consumer behavior.  The agencies provide strategic
planning and research, consumer insight development, entertainment
marketing, design and manufacturing of custom promotional
products, kids marketing, event marketing, shopper marketing and
environmental branding.  The Company's blue-chip clients include
Kellogg, Kohl's, Kraft, Macy's, Procter & Gamble, Jamba Juice and
Safeway, among others.


EMMIS COMMUNICATIONS: Going-Private Plan Delayed
------------------------------------------------
According to Radio Business Report/Television Business Report,
Emmis Communications has put going private on hold for another
week as founder, CEO and would be sole owner Jeff Smulyan
continues to negotiate with holders of more than a third of the
company's preferred shares.  Their demands for a better deal have
blocked passage of amendments necessary for the buyout which would
take Emmis private to go to closing.

Emmis on Saturday sent a brief statement to RBR-TBR stating: "We
did not have a quorum for the shareholders' meeting yesterday
(August 6) and have determined to adjourn the meeting until 6:30
pm on Friday, August 13.  We expect the Tender Offer for the
Common Stock and the Exchange Offer for the Preferred Stock will
be similarly extended.  However, those decisions will be made over
the weekend and formal announcements one way or the other will be
made before the market opens on Monday.  In the mean time, we
continue to engage in discussions with the Preferred Shareholder
Lock Up Group in an effort to gain their support for the proposed
transactions.  The tenor of these talks has been encouraging, but
obviously we cannot make any assurances that they will be
successful."

On July 9, 2010, a group of holders of Preferred Stock -- which
includes Double Diamond Partners LLC, Zazove Aggressive Growth
Fund, L.P., R2 Investments, LDC, DJD Group LLC, Third Point LLC,
the Radoff Family Foundation, Bradley L. Radoff, LKCM Private
Discipline Master Fund, SPC and Kevin A. Fight -- entered into a
written lock-up agreement pursuant to which, among other things,
each of the Locked-Up Holders agreed to: (1) vote or cause to be
voted any and all of its shares of Preferred Stock against the
Proposed Amendments; (2) restrict dispositions of Preferred Stock;
(3) not enter into any agreement, arrangement or understanding
with any person for the purpose of holding, voting or disposing of
any securities of the Company, or derivative instruments with
respect to securities of the Company; (4) consult with each other
prior to making any public announcement concerning the Company;
and (5) share certain expenses incurred in connection with their
investment in the Preferred Stock, in each case during the term of
the Lock-Up Agreement.  The Lock-Up Holders collectively own
1,074,915 shares of Preferred Stock, representing approximately
38.3% of the issued and outstanding shares of Preferred Stock.

Since the announcement of the Lock-Up Agreement, representatives
of Mr. Smulyan's JS Acquisition, Inc., the Company and Alden
Global Funds, which hold Class A shares of Emmis, have been in
discussions with representatives of the Locked-Up Holders in an
effort to obtain the approval of the Locked-Up Holders with
respect to the Proposed Amendments.  The Locked-Up Holders
requested various changes to the terms of the Transactions.

The Company initially extended the Exchange Offer until 5:00 p.m.,
New York City time, on August 6, and adjourned the special
shareholders' meeting until 6:30 p.m., local time on August 6 at
the Company's headquarters in Indianapolis, Indiana.

As of 5:00 p.m., New York City time, on August 3, 21,270,888
shares of Class A Common Stock had been tendered into and not
withdrawn from the Tender Offer.  If not withdrawn at or prior to
expiration of the Tender Offer, these shares of Class A Common
Stock would satisfy the Minimum Tender Condition.  In addition, as
of 5:00 p.m., New York City time, on August 3, 1,574,615 shares of
Preferred Stock had been tendered into and not withdrawn from the
Exchange Offer.

RBR-TBR notes the Preferred Shareholder Lock Up Group is able to
block the going private closing because they hold over one-third
of Emmis' preferred shares.  Approval of the amendments to the
terms of the preferred issue necessary to take Emmis private
requires a two-thirds "yes" vote and the Lock Up Group has vowed
to vote "no" as the deal stands, which would have the preferred
shares exchanged for new bonds at 60% of face value.

Mr. Smulyan's bid to take the company private values Emmis at
about $670 million, including debt assumption.  He is backed by
Alden Global Capital.  The deal would pay Class A shareholders,
other than Mr. Smulyan himself, $2.40 per share, or about
$76.3 million in all.  As it stands, the deal would give the
preferred shareholders about $84.3 million of new 12% senior
subordinated notes due 2017.

RBR-TBR relates that, although the overwhelming majority of Class
A shareholders have tendered their shares for the $2.40 cash
buyout, it's not really surprising that the company has been
unable to muster a quorum for the special shareholders meeting.
"Most holders are likely waiting to see the final package,
including the terms that Smulyan is able to reach with the
dissident preferred holders, before voting on the amendments to
make the buyout possible," according to RBR-TBR.

                           About Emmis

Headquartered in Indianapolis, Indiana, Emmis Communications
Corporation -- http://www.emmis.com/-- owns and operates radio
stations and magazine publications in the U.S. and in Europe.

At February 28, 2010, the Company had $498,168,000 in total
assets; $487,246,000 in total liabilities and $140,459,000 in
Series A Cumulative Convertible Preferred Stock; and shareholders'
deficit of $178,959,000.  At February 28, 2010, the Company had
non-controlling interests of $49,422,000 and total deficit of
$129,537,000.

As of April 15, 2010, the Company had not paid the Preferred Stock
dividend for six consecutive quarterly periods.

                           *     *     *

In April 2009, Moody's cut its corporate family rating on the
Company to 'Caa2'.

In May 2009, S&P raised its corporate credit rating on the Company
to 'CCC+'.  In June, S&P withdrew the 'CCC+' Corp. Credit Rating
at the Company's request.


EXIDE TECHNOLOGIES: S&P Assigns 'B' Rating on $675 Mil. Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services said it has assigned its 'B'
issue-level rating and '3' recovery rating to Alpharetta, Ga.-
based Exide Technologies' proposed $675 million senior secured
notes.  The notes are expected to be issued in two series, the
first maturing in 2015 and the second maturing in 2017.  The issue
ratings (which are the same as the 'B' corporate credit rating on
Exide) and recovery ratings indicate S&P's expectation that
lenders would receive meaningful (50% to 70%) recovery of
principal in the event of a payment default or bankruptcy.

At the same time, S&P affirmed its 'B' corporate credit rating on
Exide.  The outlook is stable.

S&P expects proceeds from the proposed notes to be used to
refinance existing secured debt, add to cash balances, and pay
fees and expenses.  Debt would increase by about $108 million as a
result of the proposed transactions, but adjusted debt leverage
would remain within S&P's expectations for the rating, at about
4.1x based on EBITDA for the 12 months ended June 30, 2010,
compared with about 3.7x under the company's current debt
structure.  In S&P's view, the slight increase in leverage would
be partially offset by the improved liquidity from increased cash
and the extension of significant debt maturities to 2015 and
beyond.  S&P does not net cash against debt in S&P's leverage
calculation.

The ratings on Exide reflect S&P's expectation that sales and
profitability will improve gradually as demand increases.  The
ratings also reflect Exide's vulnerable business risk profile,
marked by tough competition in the automotive and industrial
battery businesses, exposure to volatile lead prices, and high
fixed costs and capital intensity.

"Exide's results in the quarter ended June 30, 2010, showed
continued gradual improvement from a year ago," said Standard &
Poor's credit analyst Gregg Lemos Stein.  Sales rose 9% year over
year, although this was largely because of contractual price
adjustments with customers that allowed for pass-through of lead
costs.  Gross margin improved to 18.7% compared with 18.0% in the
same quarter a year earlier.  The company used $7 million in free
operating cash flow.

S&P assumes free operating cash flow will be flat to slightly
negative in the current fiscal year, ending March 31, 2011,
including cash costs of previously announced restructuring actions
in Europe and continued higher capital expenditures versus
historical levels.  The company has said it anticipated capital
spending of about $100 million this year, about the same level as
a year ago but higher than in previous years.  S&P believes this
level of spending is sustainable.

S&P's assumption for fiscal 2011 is that sales will increase
marginally and adjusted EBITDA will improve about 8% to 10%.
These assumptions include the effect of the loss of Wal-Mart
Stores Inc. as an automotive battery customer.  This business,
which represented about 5.5% of total sales and 15% of Exide's
Transportation Americas segment, will be phased out by October
2010.  Exide has said it expects to make up for the majority of
the lost Wal-Mart volumes over time with new customer contracts
and has already replaced 30% of the lost business.  However, S&P
believes Exide's goal may be difficult to attain, and the broader
risk is increased price competition.

In S&P's view, the slow economic recovery and potential for
continued weak demand could keep significant pressure on Exide's
results.  The company's industrial battery business in Europe and
the rest of the world was its poorest-performing in the quarter
ended June 30, 2010, and for the previous fiscal year.  Although
the company closed a higher-cost facility in the U.K., S&P
believes results may remain weak for the next year or two because
of lingering overcapacity and the tenuous economic situation in
Europe.

Upon completion of the proposed transactions, S&P would continue
to view Exide's liquidity as adequate under its criteria.  Sources
of liquidity include $80.5 million in cash and equivalents as of
June 30, 2010, and another $117.9 million available under the
existing asset-based revolving credit facility due 2012.  S&P
expects cash balances to increase as a result of the proposed debt
financing.

The stable outlook reflects S&P's belief that Exide should be able
to maintain credit ratios and access to liquidity that are
consistent with the current rating, even if demand in its key
segments recovers slowly amid a weak economic recovery.  S&P could
lower the rating if free operating cash flow turns significantly
negative or if lead costs spike again and hurt Exide's liquidity.
S&P could also lower the rating if leverage exceeds 6x, including
its adjustments, although S&P considers this scenario unlikely in
the absence of any significant increase in debt.

S&P could raise the rating if the company produces sufficient free
operating cash flow in the next several quarters to both improve
liquidity significantly and permanently reduce leverage.  This
could occur if EBITDA margins are sustained at 9% to 10%,
including S&P's adjustments.  Even then, Exide's ability to reduce
its exposure to potential spikes in lead prices would also be an
important consideration in any upgrade.


FANNIE MAE: Reports $1.2 Billion Net Loss for 2nd Qtr 2010
----------------------------------------------------------
Fannie Mae reported a net loss of $1.2 billion in the second
quarter of 2010, compared to a net loss of $11.5 billion in the
first quarter of the year.  During the quarter, loans from Fannie
Mae's 2009-2010 book of business continued to perform solidly
while credit-related expenses on the overall book of business
decreased by more than $7 billion.

"We are focused on sustainable homeownership, and our higher
underwriting and eligibility standards reflect that," said Fannie
Mae President and CEO Mike Williams.  "Across our industry, we are
seeing a more realistic approach to housing and lending that bodes
well for the future.  At Fannie Mae, we are committed to
maintaining appropriate standards while also supporting affordable
housing for low- and middle-income families.  We will also
continue to support a variety of programs to reach borrowers who
need help, so that whenever possible, they can avoid foreclosure
and stay in their homes."

The ultimate performance of loans the company has acquired since
the beginning of 2009 will be affected by macroeconomic trends,
including unemployment, the economy, and home prices.

Net revenue was $4.5 billion in the second quarter of 2010, up 49
percent from $3.0 billion in the first quarter of 2010, due
primarily to an increase in net interest income.  Net interest
income was $4.2 billion, up 51 percent from $2.8 billion in the
first quarter of 2010.  The increase was due almost entirely to
the purchase from single-family MBS trusts of the substantial
majority of the loans that are four or more monthly payments
delinquent, as the cost of holding these loans in the company's
portfolio is less than the cost of advancing delinquent payments
to MBS certificateholders.

For the second quarter of 2010, interest income that the company
did not recognize for nonaccrual mortgage loans was $2.2 billion,
compared with $2.7 billion in the first quarter of 2010.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?683c

A full-text copy of the Company's earnings release is available
for free at http://ResearchArchives.com/t/s?683d

                         About Fannie Mae

Federal National Mortgage Association, aka Fannie Mae, is a
government-sponsored enterprise that was chartered by U.S.
Congress in 1938 to support liquidity, stability and affordability
in the secondary mortgage market, where existing mortgage-related
assets are purchased and sold.

At March 31, 2010, Fannie Mae had total assets of $3.293 trillion
in total assets against $3.302 trillion in total liabilities.

Fannie Mae has been under conservatorship, with the Federal
Housing Finance Agency acting as conservator, since September 6,
2008.  As conservator, FHFA succeeded to all rights, titles,
powers and privileges of the company, and of any shareholder,
officer or director of the company with respect to the company and
its assets.  The conservator has since delegated specified
authorities to Fannie Mae's Board of Directors and has delegated
to management the authority to conduct day-to-day operations.

The U.S. Department of the Treasury owns Fannie Mae's senior
preferred stock and a warrant to purchase 79.9% of its common
stock, and Treasury has made a commitment under a senior preferred
stock purchase agreement to provide Fannie with funds under
specified conditions to maintain a positive net worth.


FGIC CORP: Wants Plan Confirmation Hearing in October
-----------------------------------------------------
Bankruptcy Law360 reports that FGIC Corp. has asked the bankruptcy
court to schedule an October confirmation hearing for a Chapter 11
plan under which holders of general unsecured claims would get
substantially all the common stock in the reorganized company.

FGIC submitted a Chapter 11 plan of reorganization and an
explanatory disclosure statement on the petition date.  The Plan
provides that holders of general unsecured claims, including MBIA,
Inc., on account of their allowed claims against FGIC Corp., will
receive cash and common stock in reorganized FGIC Corp

The Company said in a statement that the Chapter 11 filing will
enable it to deleverage its balance sheet and restructure more
than $300 million of debt.  Having already filed a proposed
reorganization plan, the Company expects to progress quickly
through the Chapter 11 case.

                    About FGIC Corporation

FGIC Corporation is a privately held insurance holding company.

FGIC Corp's main business interest lies in the holdings of the
bond insurer Financial Guaranty Insurance Company --
http://www.fgic.com-- and it depends on dividend payments by FGIC
for sustaining its operations.  According to Reuters, FGIC had
stopped paying dividends to parent FGIC Corp. since January 2008.

FGIC Corp. filed for Chapter 11 bankruptcy protection in New York
on August 3 (Bankr. S.D.N.Y. Case No. 10-14215). Brian S. Lennon,
Esq., at Kirkland & Ellis LLP -- brian.lennon@kirkland.com --
serves as counsel to the Debtor.  Garden City Group, Inc., is the
claims and notice agent.  The Debtor said in bankruptcy court
filings that assets have a book value of $11.5 million while debts
total $391.5 million as of June 30, 2010.

None of its subsidiaries or affiliates, including its wholly-owned
subsidiary Financial Guaranty Insurance Company, are part of the
Chapter 11 filing.  FGIC has been engaged in ongoing efforts to
restore FGIC's surplus to policy holders.


FIRST NATIONAL: Fitch Downgrades Short-Term IDR to 'B'
------------------------------------------------------
Fitch Ratings has downgraded First National of Nebraska, Inc.'s
banking subsidiaries:

First National Bank of Omaha
First National Bank (Fort Collins)
First National Bank (North Platte)

  -- Long-term IDR to 'BB+' from 'BBB-';
  -- Short-term IDR to 'B' from 'F3';
  -- Subordinated debt to 'BB' from 'BB+';
  -- Long-term deposits to 'BBB-' from 'BBB'; and
  -- Individual to 'C/D' from 'C'.

Fitch has also placed the ratings for FNNI and all of its rated
subsidiaries on Rating Watch Negative.  Approximately
$12.1 billion of subordinated debt and deposits are affected by
these actions.

The rating downgrade of the subsidiary banks reflects increased
pressure on the parent company's liquidity profile and a reduced
ability to serve as a source of strength for the subsidiaries
should the need arise.

The placement on Rating Watch Negative reflects reduced liquidity
balances at FNNI, given required amortization payments on its
term loan and a reduction in dividend upstream potential from
subsidiary banks, due to reduced earnings and capital
preservation.  At March 31, 2010, cash balances of $26.3 million
compared to $15 million of quarterly amortization requirements and
a note balance of $138.8 million.  The term loan is scheduled to
mature in June 2011, and Fitch believes that absent a capital
raise and/or extension/refinancing of the bank note, the parent
company may be unable to meet its debt obligations.  Still, Fitch
recognizes that efforts are underway to address the issues at the
holding company and that there is excess capital at the metro bank
subsidiaries that could, potentially, be up-streamed to the parent
company with regulatory approval.

Resolution of the Rating Watch will be dependent upon the outcome
of liquidity initiatives at the parent.  If FNNI is able to raise
sufficient capital to comfortably service debt obligations and
operating expenses over the medium-term (12 to 24 months) without
relying on dividend capacity from subsidiary banks, Fitch could
affirm current ratings.  Conversely, an inability to increase
liquidity at the parent company and/or extend the maturity of the
term note, would likely result in a multi-notch downgrade of the
ratings of FNNI and its subsidiaries.

FNNI operates 10 commercial bank subsidiaries in Nebraska, Kansas,
South Dakota, Colorado, Texas, and Illinois.  Credit card
operations are housed in the lead bank, First National Bank of
Omaha, and a credit card bank charter in Atlanta, Infibank, N.A.
FNNI became a private company in 2002 and is controlled by the
Lauritzen family.  At March 31, 2010, the bank had $16.6 billon of
assets and $11.4 billion in managed loans.

Fitch has downgraded and placed these on Rating Watch Negative:

First National Bank of Omaha

  -- Long-term IDR to 'BB+' from 'BBB-';
  -- Short-term IDR to 'B' from 'F3';
  -- Subordinated debt to 'BB' from 'BB+';
  -- Long-term deposits to 'BBB-' from 'BBB'; and
  -- Individual to 'C/D' from 'C'.

First National Bank (Fort Collins)

  -- Long-term IDR to 'BB+' from 'BBB-';
  -- Short-term IDR to 'B' from 'F3';
  -- Long-term deposits to 'BBB-' from 'BBB'; and
  -- Individual to 'C/D' from 'C'.

First National Bank (North Platte)

  -- Long-term IDR to 'BB+' from 'BBB-';
  -- Short-term IDR to 'B' from 'F3';
  -- Long-term deposits to 'BBB-' from 'BBB'; and
  -- Individual to 'C/D' from 'C'.

Fitch has placed these on Rating Watch Negative:

First National of Nebraska, Inc.

  -- Long-term IDR 'BB+';
  -- Short-term IDR 'B'; and
  -- Individual 'C/D'.

First National Bank of Omaha

  -- Short-term deposits 'F3'.

First National Bank (Fort Collins)

  -- Short-term deposits 'F3'.

First National Bank (North Platte)

  -- Short-term deposits 'F3'.

Fitch has affirmed these ratings:

First National Bank of Omaha

  -- Support rating '5';
  -- Support Floor rating 'NF'.

First National Bank (Fort Collins)

  -- Support rating '5';
  -- Support Floor rating 'NF'.

First National Bank (North Platte)

  -- Support rating '5';
  -- Support Floor rating 'NF'.

First National of Nebraska, Inc.

  -- Support rating '5';
  -- Support Floor rating 'NF'.


FORBES MEDI-TECH: Pharmachem Counters MHT Offer for Assets
----------------------------------------------------------
Forbes Medi-Tech Inc. disclosed that Pharmachem Laboratories, Inc.
has offered to acquire substantially all of the assets of the
Company for cash consideration that exceeds the purchase price
described in the amended and restated asset purchase agreement
between the MHT, LLC and the Company announced in a news release
of August 5, 2010.  The Pharmachem revised offer constitutes an
Acquisition Proposal pursuant to the terms of the MHT Amended
Asset Purchase Agreement.

The Company's board of directors, with advice from its outside
legal counsel, has concluded that the Revised Offer may constitute
a Superior Offer, as that term is defined in the MHT Amended Asset
Purchase Agreement.  The Company will comply with the terms and
conditions of the MHT Amended Asset Purchase Agreement in
determining if the Revised Offer is a Superior Offer.

There can be no assurance that the Board will determine that the
Revised Offer constitutes a Superior Offer.  In the event that the
Board determines that the Revised Offer constitutes a Superior
Offer which the Company wishes to accept, MHT would have the
right, but not the obligation, to match such offer within a 5
business day period.

The Board confirms that it continues to support the MHT
transaction and confirms its unanimous conclusion that the
transaction with MHT is in the best interests of the Company and
is fair to the Company's shareholders and its recommendation that
shareholders vote as described in the Forbes information circular
dated July 19, 2010.  The MHT Amended Asset Purchase Agreement
with MHT remains in effect as of the date of this News Release.

                      About Formes Medi-Tech

Based in Vancouver, British Columbia, Canada, Forbes Medi-Tech
Inc. (OTC BB: FTMI) -- http://www.forbesmedi.com/-- is a life
sciences company focused on evidence-based nutritional solutions.
Forbes is a provider of value-added products and cholesterol-
lowering ingredients for use in functional foods and dietary
supplements.  Forbes successfully developed and commercialized its
Reducol(TM) plant sterol blend, which has undergone clinical
trials in various matrices and has been shown to lower "LDL"
cholesterol levels safely and naturally.

                            *     *     *

As reported in the Troubled Company Reporter on April 14, 2010,
KPMG LLP, in Vancouver, B.C., expressed substantial doubt about
the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has suffered recurring
losses from operations and has a deficit.


FORD MOTOR: DBRS Upgrades Issuer Rating to 'BB'
-----------------------------------------------
DBRS has upgraded the Issuer Rating of Ford Motor Company (Ford or
the Company) to BB (low) from B.  Additionally, Ford's Senior
Secured Credit Facilities have been upgraded to BB (high) from BB
(low) pursuant to the assigned recovery rating of RR2 (which
reflects an estimated 70% to 90% recovery of principal amounts
under a hypothetical default scenario).  The Company's Long-Term
Debt has been upgraded to B from CCC (high) in accordance with a
recovery rating of RR6 (incorporating an estimated 0% to 10%
recovery of principal amounts under a hypothetical default
scenario).  Concurrently, the Issuer & Long-Term Debt rating of
Ford Motor Credit Company LLC (Ford Credit) and the Long-Term Debt
rating of Ford Credit Canada Limited have also been upgraded to BB
from B (high).  (This rating action reflects the maintenance of
the one-notch rating differential between the parent company and
the credit company.)  The short-term ratings of both finance
subsidiaries have been confirmed at R-4.  The trend on all ratings
is Stable.

The rating actions reflect the Company's continuously improving
performance, with Ford's second-quarter earnings significantly
stronger than already-solid first-quarter results and above DBRS's
expectations.  Additionally, Ford has undertaken to expeditiously
reduce the leverage of its automotive operations, having reduced
automotive indebtedness by $7 billion in the Q2 2010, with the
Company also announcing that it expects its automotive operations
to be in a net cash position by year-end 2011.

For the three-month period ending June 30, 2010, the Company
generated total pre-tax profit of $2.9 billion vis-a-vis
$2.0 billion generated in the first quarter.  DBRS notes that the
significant majority of the improved performance is attributable
to the automotive operations, particularly Ford's core North
American market, where the Company generated $1.9 billion in pre-
tax profit, representing an increase of $645 million relative to
Q1 2010 (and close to $2.8 billion vis-a-vis the similar prior-
year period).  The stronger performance in North America reflects
ongoing volume increases, given continuing gains in market share
amid moderately improving industry conditions.  Ford has also
continued to achieve pricing gains and reduce the level of
incentives offered on its vehicles, reflective of significant
product momentum following consecutive successful launches of
several models, examples of which are the Fiesta and soon-to-be-
launched Explorer.  The Company has also been making consistent
strides in its vehicle quality, with such progresses being
highlighted by favorable results in numerous recent quality
surveys.

While Ford's performance in North America is the most noteworthy,
its automotive operations are currently profitable across all
major geographic segments, and its financial services operations
have also generated solid margins as lower credit losses and
improving residual values on leased vehicles have more than offset
lower volumes.  DBRS considers Ford's recent performance to be
impressive, particularly given the significant headwinds that
remain in the industry.  While volumes in North America have
moderately increased year-over-year, DBRS notes that the
seasonally adjusted annual rate (SAAR) through the first half
of 2010 totalled 11.2 million units, which remains well below the
16 million unit level that typically prevailed prior to the global
economic downturn.  Additionally, conditions in Europe are weak
and are expected to remain so through the rest of 2010, as
scrappage incentives (which proved highly successful in raising
volumes in 2009) are phased out in most markets across that
continent.  DBRS notes that Ford's profitability would in all
likelihood be bolstered further should industry volumes in North
America and Europe begin to approach historical norms.

Given the Company's solid cash generation and healthy liquidity,
Ford is continuing to take further steps to reduce its debt burden
and improve its balance sheet, having reduced automotive
operations indebtedness by $7 billion in the second quarter.
Ford paid down $3 billion of its secured revolving credit facility
in the most recent quarter.  The Company also paid down $4 billion
in Voluntary Employee Beneficiary Association (VEBA) obligations.
As of June 30, 2010, the Company's net debt position was at
$5.4 billion, vis-a-vis $9 billion as of the end of Q1 2010.
Given its progress in paying down debt and its expected future
profitability amid a positive outlook, the Company announced that
it expects its automotive operations to be in a net cash position
as of year-end 2011.

Notwithstanding Ford's considerable recent progress, DBRS notes
that the Company continues to face several challenges.  While
recent debt reduction has been significant, indebtedness at Ford
continues to be higher than at either General Motors Corporation
or Chrysler Group LLC (Chrysler), as both of these companies were
able to shed substantial debt through their respective
bankruptcies last year.  The competitive landscape in Ford's
native U.S. market will also likely become more challenging in the
near to medium term with the potential reemergence of Chrysler,
with Volkswagen AG and the Korean auto manufacturers also expected
to increase their presence going forward.  Outside North America,
the Company continues to be a minor player in China, the world's
largest automotive market, where Ford's market share significantly
lags that of industry leaders.

DBRS expects Ford's ratings to remain constant in the near term.
The Stable trend on the ratings acknowledges that the Company's
performance should continue to reflect ongoing product momentum
and pricing gains bolstered by industry volumes in its core U.S.
market.  Ford's profitability in H2 2010 will, however, be
affected by lower production in the latter half of the year; this
is attributable to planned shutdowns in the third and fourth
quarter associated with holidays and new model changeovers.
However, Ford's strong product line should continue to generate
improving sales as volumes gradually increase in its core markets,
with the Company appearing well positioned to benefit from the
eventual recovery of the automotive industry.


FORD MOTOR: Fitch Upgrades Issuer Default Ratings to 'BB-'
----------------------------------------------------------
Fitch Ratings has upgraded the Issuer Default Ratings for Ford
Motor Company and its Ford Motor Credit Company LLC captive
finance subsidiary to 'BB-' from 'B'.  The Rating Outlook for both
Ford and Ford Credit is Stable.

Ford's ratings reflect its continued strong financial performance
and the substantial debt reduction accomplished in the second
quarter, both of which outperformed Fitch's previous expectations.
Although the U.S. industry seasonally adjusted annual sales rate
(SAAR) of 11.4 million units in the first half of this year
remains low by recent historical standards, increased net pricing
and an improved cost structure have allowed Ford to produce strong
automotive cash flow.  The company's financial performance in the
second half of the year likely will not be as strong as in the
first half, given the typical third- and fourth-quarter shut-downs
and increased structural costs related to the model-year
changeover.  Nonetheless, Fitch now projects Ford's full-year free
cash flow generation and debt reduction both will be materially
larger than prior forecasts suggested.  The primary risk to Ford's
credit profile in the near term is the potential for a further
softening of U.S. demand as the rate of economic recovery
decelerates, which could slow the pace of further leverage
reduction.  Also, negative market conditions in Europe could be
even weaker than expected, putting a potential drag on Ford's free
cash flow later this year and into 2011.

Previously, Fitch has cited these factors as rationale for a
potential upgrade of Ford's ratings:

  -- U.S. industry sales rebound to an annualized rate of
     13 million-13.5 million units, currently not expected by
     Fitch until mid-2011;

  -- Ford's products continue to hold or gain market share;

  -- Inventory management at both Ford, and within the U.S.
     industry, allows Ford to hold or improve product prices,
     supporting margin performance;

  -- Positive free cash flow is achieved and continues on an
     upward trajectory;

  -- Balance sheet strengthening through debt reduction
     accelerates;

  -- Ford Credit maintains or improves competitive access to
     capital.

Fitch continues to forecast U.S. industry sales in the
11.4 million range in 2010, with SAAR not expected to exceed
13 million units until at least the middle of next year.  However,
on the other points noted above, Ford continues to make
substantial progress.  U.S. market share in the first half of 2010
grew by 150 basis points to 16.7% (although market share is down
so far this year in other parts of the world) and the gain was
accompanied by strong net pricing.  Net pricing alone was
responsible for $1.1 billion of the $3.2 billion improvement in
automotive pre-tax profit recorded in the second quarter of 2010.
This net pricing improvement, along with a lower cost structure,
led to increased free cash flow in the first half of the year,
which has allowed the company to significantly reduce the debt on
its balance sheet.  Fitch estimates that first-half free cash flow
exceeded $1.5 billion, and is likely to exceed $2.5 billion for
the full year.  On the last point noted above, Ford Credit's
access to capital continues to improve, as evidenced by the unit's
recent issuance of $1.25 billion of senior unsecured notes.  In
general, Fitch expects Ford to make ongoing progress in the near
term on each of the items noted above that are under its control.

Since the beginning of the year, Ford has reduced its debt load
substantially.  After ending 2009 with $34 billion of debt, the
company's debt stood at approximately $27 billion at the end of
the second quarter.  During the quarter, the company paid down a
total of $7 billion in debt, including $3 billion of revolver
borrowings and $3.8 billion of outstanding principal on its VEBA
notes.  Fitch expects the company will continue to reduce its
balance sheet debt in the latter half of 2010 and over the next
several years, using its free cash flow opportunistically to pay
down certain amounts early, with the most likely candidates being
its remaining secured bank debt and VEBA note obligations.  As
required under its credit facility agreement, Ford also will use
about $300 million of the $1.3 billion in cash proceeds received
from the sale of Volvo to further reduce its bank debt in the near
term.  Overall, this debt reduction, combined with increased cash
flow, is expected to result in declining leverage over the next
several years.  This is expected even if the company offsets a
portion of its debt reduction with an increase in its loans from
the Department of Energy tied to the research and development of
new fuel-efficient technologies.

In addition to free cash flow, Ford also dipped into its existing
cash balance to cover a portion of the debt reduction in the
second quarter.  Ford's automotive gross cash, which includes
marketable securities, declined to $22 billion at the end of the
second quarter from $25 billion at the end of the first quarter.
Total liquidity, which includes availability on the company's
revolving credit facility, declined by only about $500 million;
however, as the $3 billion in revolver borrowings paid down in
April remain available for future borrowings.  Ford's financial
position is also benefiting from the excess capital at Ford
Credit.  In the first half of this year, Ford received about
$500 million in dividends from Ford Credit, and Ford Credit
covered $1.3 billion of Ford's second quarter debt reduction.  In
the second half of the year, Fitch expects Ford to receive another
$1.5 billion in dividends from Ford Credit, further enhancing
Ford's cash liquidity position.  Over the longer term, Fitch
expects Ford's liquidity position to remain strong through the up-
cycle, and, notably, the company stated on its second-quarter
earnings call that it expects to be in a net cash position by
year-end 2011.

Weighing on Ford's ratings are a still-high debt load, despite the
continued progress on leverage reduction, as well as substantial
pension and OPEB obligations, although the latter was reduced
significantly with last year's VEBA agreement.  As of year-end
2009, Ford's global pensions were underfunded by about $12 billion
($6.2 billion in the U.S.) with a funded status of 82%.  OPEB
obligations stood at $6.1 billion, although this was down from
$16 billion one year earlier, and with the VEBA transfer, the
remaining obligations are expected to continue declining over
time.  Although the company is not required to make any
contributions to its U.S. plans in 2010, it expects to contribute
a total of $1.5 billion to its global pension plans this year,
including $400 million to unfunded plans.  Contributions could
rise materially in the future if asset returns or market interest
rates are unfavorable, although Fitch generally expects Ford's
liquidity to be sufficient to cover increased contribution
requirements over the intermediate term.

Also pressuring the Ford ratings somewhat, at least in the near
term, is ongoing uncertainty regarding the strength and pace of
the global economic recovery.  Although the U.S. continues to
recover, high unemployment and ongoing housing weakness appear to
be slowing the rate of growth.  Meanwhile, conditions in Europe
also remain uncertain, as increased fiscal tightening could weaken
auto demand.  Already, auto pricing in Europe has declined, as the
region contends with slowing economic growth and the repercussions
of last year's scrappage programs, most of which have now ended.
Helping to offset the effect of weakened demand are the various
cost reduction programs that Ford has undertaken over the past
couple of years, which has substantially lowered the breakeven
level for the company's North American operations.  It is
encouraging that the company's financial performance has been
relatively strong in what continues to be a fairly weak auto
market in the U.S. Other risks incorporated into the ratings
include ever-present intense industry competition, continued
global industry overcapacity (although the situation has improved
materially in North America) and a high percentage of union
employees in the company's headcount.

Ford's ratings could be upgraded in the medium term if the company
continues to make progress on leverage reduction while maintaining
a strong liquidity position.  This would most likely be
accomplished by continued improvement in external market
conditions, combined with an ability to at least maintain both
market share and net pricing strength.  On the other hand, Ford's
ratings could be downgraded if external market conditions weaken
significantly, resulting in weakened free cash flow, a decline in
liquidity and an increase in leverage.  This situation would
require a significant reversal of current market trends, and is
unlikely in the medium term unless triggered by an unexpected
event.

The upgrade of Ford Credit and its related subsidiaries reflects
the strong linkage between the ratings of Ford Credit and Ford.
Ford Credit's financial profile has benefited from continued
improvements in the company's access to both secured and unsecured
debt markets.  The current ratings also reflect improving credit
trends, helped by strong used car recovery values, and the
maintenance of a solid liquidity position.

Fitch has taken these rating actions.  (Note that according to
Fitch's published methodology, Recovery Ratings are not assigned
to issuers with an IDR of 'BB-' or higher.)

Ford Motor Company

  -- Long-term IDR upgraded to 'BB-' from 'B';

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

  -- Senior secured term loan upgraded to 'BB+' from 'BB/RR1';

  -- Senior unsecured upgraded to 'B' from 'CCC/RR6'.

Ford Motor Co. Capital Trust II

  -- Subordinated convertible debentures upgraded to 'B-' from
     'CC/RR6'.

Ford Motor Co. of Australia

  -- Long-term IDR upgraded to 'BB-' from 'B'.

Ford Motor Credit Company LLC

  -- Long-term IDR upgraded to 'BB-' from 'B';
  -- Short-term IDR affirmed at 'B';
  -- Senior unsecured affirmed at 'BB-';
  -- Commercial paper affirmed at 'B'.

FCE Bank Plc

  -- Long-term IDR upgraded to 'BB-' from 'B';
  -- Short-term IDR affirmed at 'B';
  -- Senior unsecured affirmed at 'BB-';
  -- Commercial paper affirmed at 'B';
  -- Short-term deposits affirmed at 'B'.

Ford Capital B.V.

  -- Long-term IDR upgraded to 'BB-' from 'B';
  -- Senior unsecured affirmed at 'BB-';

Ford Credit Canada Ltd.

  -- Long-term IDR upgraded to 'BB-' from 'B';
  -- Short-term IDR affirmed at 'B';
  -- Senior unsecured affirmed at 'BB-';
  -- CP affirmed at 'B'.

Ford Credit Australia Ltd.

  -- Long-term IDR upgraded to 'BB-' from 'B';
  -- Short-term IDR affirmed at 'B';
  -- CP affirmed at 'B'.

Ford Credit de Mexico, S.A. de C.V.

  -- Long-term IDR upgraded to 'BB-' from 'B';

Ford Credit Co. S.A. de C.V.

  -- Long-term IDR upgraded to 'BB-' from 'B';
  -- Senior unsecured affirmed at 'BB-'.

Ford Motor Credit Co. of New Zealand

  -- Long-term IDR upgraded to 'BB-' from 'B';
  -- Short-term IDR affirmed at 'B';
  -- Senior unsecured affirmed at 'BB-';
  -- CP affirmed at 'B'.

Ford Motor Credit Co. of Puerto Rico, Inc.

  -- Short-term IDR affirmed at 'B'.

Ford Holdings, Inc.

  -- Long-term IDR upgraded to 'BB-' from 'B';
  -- Senior unsecured upgraded to 'B' from 'CCC/RR6'.


GENERAL MOTORS: To Ramp Up Ad Spending This Year
-------------------------------------------------
The Wall Street Journal's Suzanne Vranica reports that Joel
Ewanick, General Motors Co.'s recently installed vice president of
U.S. marketing, said in an interview, GM will increase its ad
spending by 3% to 5% this year.

The Journal notes Kantar Media, an ad tracker owned by WPP PLC,
says GM spent $2.2 billion on advertising in the U.S. in 2009.
The Journal relates GM disputes that amount but declined to
provide figures.

"We have to build the brands," Mr. Ewanick said, according to the
Journal, adding big event advertising "is part of what made this
company great."

Meanwhile, David Shepardson at The Detroit News reports that GM
will end the year with a dealer network of 4,500 -- about 400 more
than the company envisioned in bankruptcy, its CEO and President
Ed Whitacre said in an interview Thursday.  GM said it has
concluded the dealer arbitration process and has shed 1,564
dealers during the past year.

According to Detroit News, GM said it initially wanted to cut
2,064 Chevrolet, Buick, GMC and Cadillac dealers from its network
as part of its restructuring.  Its efforts -- along with those by
Chrysler Group LLC, which also pared its dealer network -- sparked
angry hearings in Congress.  Lawmakers overwhelmingly approved
legislation allowing dealers who wanted to remain open to
challenge their ordered closings.

Mr. Whitacre told Detroit News GM may have tried to cut too many
dealers.  "We might have, but we added most of them back."
Whitacre said. "Kind of a moot point."

According to Detroit News, GM said dealers filed 1,176 arbitration
cases with the American Arbitration Association to have their
franchises reinstated.  Only 62 arbitration cases were completed
with decisions announced.  GM said it has reached 408 individual
resolutions with other dealers, most of which call for the dealer
to continue the wind-down process.  Four cases were dismissed.

Detroit News also relates Auburn Hills-based Chrysler took a much
tougher line with its dealers, shutting a quarter of its network
-- or 789 outlets -- in bankruptcy and giving them just 22 days
notice.  Chrysler offered 50 dealers the right to reopen, and 29
accepted.  Chrysler won 76 out of 108 cases that went to
arbitration.

                       About General Motors

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

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

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

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

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


HAMILTON COMMERCE: Case Summary & Six Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Hamilton Commerce, Ltd.
        1545 Bethel Road
        Columbus, OH 43220

Bankruptcy Case No.: 10-59330

Chapter 11 Petition Date: August 3, 2010

Court: United States Bankruptcy Court
       Southern District of Ohio (Columbus)

Judge: John E. Hoffman Jr.

Debtor's Counsel: Robert E. Bardwell, Esq.
                  995 South High Street
                  Columbus, OH 43206
                  Tel: (614) 445-6757
                  Fax: (614) 224-4870
                  E-mail: rbardwell@ohiobankruptlaw.com

Scheduled Assets: $6,121,721

Scheduled Debts: $4,825,678

A list of the Company's six largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/ohsb10-59330.pdf

The petition was signed by Benjamin E. Dougan, managing member.


HARBOUR EAST: Cash Collateral Hearing Continued Until August 18
---------------------------------------------------------------
The Hon. A. Jay Cristol of the U.S. Bankruptcy Court for the
Southern District of Florida has continued until August 18, 2010,
at 2:30 p.m., the hearing on Harbour East Development, Ltd.'s
continued use of cash collateral.  The hearing will be held at
Claude Pepper Federal Building, 51 Southwest First Avenue,
Courtroom 1410, Miami, Florida.

The Court, in a third interim order, authorized the Debtor to use
(1) rental income received from the tenants of its condominium
units, and (2) forfeited deposits relating to defaulted purchase
agreements.

The Debtor owns luxury residential condominium development known
as CIELO on the Bay located at 7935 East Drive, North Bay Village,
Florida.  7935 NBV, LLC, as successor to Northern, may assert a
first mortgage lien against the Property to secure its claim.
7935 NBV, LLC may also assert an interest in the rents of the
Property and a security interest in the forfeited deposits. The
nominal principal amount of this claim is roughly $14 million.
7935 NBV contends that the fair market value of the Property is $8
million.  In addition, Bay Condominium Association, Inc., has a
lien on individual condominium units for unpaid assessments.

The Court's interim order provides that the Debtor may use the
cash collateral to pay operating, sales and marketing expenses and
to fund capital improvements to the Property.  The Debtor intends
to ready the condominium units for occupancy and offer them for
lease under both conventional leases and rent-to-own agreements.

As adequate protection for any diminution in value of the lenders'
collateral, the Debtors will grant the secured creditors
replacement lien upon future rental income, future earnest money
deposits that will be received upon the execution of new purchase
agreements relating to condominium units, and personal property
purchased and installed upon the Property.

The Debtor is represented by:

     Michael L. Schuster, Esq.
     Genovese Joblove & Battista, P.A.
     100 South East Second Street, 44th Floor
     Miami, FL 33131
     Tel: (305) 349-2300
     Fax: (305) 349-2310

                        About Harbour East

North Bay Villae, Florida-based Harbour East Development, Ltd.,
filed for Chapter 11 bankruptcy protection on April 22, 2010
(Bankr. S.D. Fla. Case No. 10-20733).  The Company estimated both
its assets and debts at $10 million to $50 million, as of the
petition date.


HEALTHSOUTH CORP: Says Cash Increased in 1st Half of 2010
---------------------------------------------------------
HealthSouth Corporation filed its quarterly report on Form 10-Q
with the Securities and Exchange Commission.

The Company said that as of June 30, 2010, it had $172.6 million
in cash and cash equivalents.  This amount excludes $49.7 million
in restricted cash and $25.0 million of restricted marketable
securities.  Its restricted assets pertain to obligations
associated with its captive insurance company, as well as
obligations it has under agreements with external partners.  Cash
and cash equivalents increased during the first six months of 2010
primarily due to strong operational cash flows as a result of
increased net operating revenues and effective expense management.
In addition, the Company negotiated with certain of its external
partners to release restrictions placed on the joint venture's
cash which allowed it to manage and control the use of the joint
venture's cash.

As reported in the TCR on Aug. 6, 2010, the Company said in an
earnings release that it posted net income of $57.5 million on
$496.9 of net revenues during the three months ended June 30,
2010, compared with net income of $3.6 million on $481.6 million
of net revenue during the same period in 2009.

The Company's balance sheet at June 30, 2010, showed $1.7 billion
in total assets, $2.1 billion in total liabilities, and
shareholders' deficit of $817.3 million.

A full-text copy of the Company's earnings release is available
for free at http://ResearchArchives.com/t/s?67b3

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?6833

                      About HealthSouth Corp.

Birmingham, Alabama-based 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.

HealthSouth continues to carry a "B2" corporate family rating,
with "stable" outlook, from Moody's.  It has "B" foreign and local
issuer credit ratings, with "positive" outlook, from Standard &
Poor's.


INSIGHT COMMUNICATIONS: S&P Affirms 'B-' Rating on $400 Mil. Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B-' issue
rating on New York City-based cable TV operator Insight
Communications Co. Inc.'s $400 million 9 3/8% senior notes due
2018 following the company's $100 million add-on.  The 'B-' rating
is two notches lower than the 'B+' corporate credit rating on the
company.  S&P rated the $400 million notes on June 28, 2010.  The
notes are issued under Rule 144A without registration rights.

The '6' recovery rating on this debt remains unchanged and
indicates its expectation of negligible (0%-10%) recovery for
noteholders in the event of a payment default.  Pro forma for the
new notes, as well as a number of other recent financing
activities, debt will be about $1.76 billion.

S&P expects Insight to use the approximately $97 million of net
issue proceeds to reduce a portion of its outstanding secured term
loans.  The '3' recovery rating on the aggregate $1.26 billion of
secured credit facilities at subsidiary Insight Midwest Holdings
LLC (this balance is pro forma for both the new $100 million
notes, as well as repayment of $120 million of bank debt from the
earlier $400 million note issuance) is unchanged because the
reduction in secured debt does not materially improve recovery
prospects for the credit facilities.  The new $100 million note
issue follows a series of transactions, including a $300 million
special dividend and some share repurchases that marginally
increased debt leverage, although financial metrics remain
supportive of the rating.  In conjunction with the earlier
$400 million note issue, Insight also extended its revolving
credit facility maturity from 2012 to 2014, while also reducing
availability under the revolver by $10 million to $250 million.

S&P's corporate credit rating on Insight is 'B+' and remains
unchanged.  The rating outlook is stable.  The rating reflects the
company's aggressive financial profile; lack of scale economies,
including significantly higher programming costs than large cable
operators; a mature video subscriber base; and increasing
competition from AT&T's U-verse video service.  Tempering rating
factors include Insight's position as the still-leading pay-TV
supplier in most of its markets and its robust, high-bandwidth
network.  The stable rating outlook recognizes the good degree of
revenue visibility characteristic of cable and sufficient and
near-term funding, but the private-equity ownership structure
constrains upgrade potential.

                           Ratings List

                  Insight Communications Co. Inc.

       Corporate credit rating                B+/Stable/--

            Rating Affirmed; Recovery Rating Unchanged

                  Insight Communications Co. Inc.

             $500M Rule 144A unsecured notes        B-
               Recovery Rating                      6


JAMES CLYMER: Case Summary & 16 Largest Unsecured Creditors
-----------------------------------------------------------
Joint Debtors: James D. Clymer
               Kathy J. Clymer
                 fdba Clymer Insurance Agency
               1769 Blackberry Lane
               Orrville, OH 44667

Bankruptcy Case No.: 10-63352

Chapter 11 Petition Date: August 3, 2010

Court: United States Bankruptcy Court
       Northern District of Ohio (Canton)

Judge: Russ Kendig

Debtor's Counsel: David A. Mucklow, Esq.
                  4882 Mayfair Road
                  North Canton, OH 44720
                  Tel: (330) 896-8190
                  Fax: (330) 896-8201
                  E-mail: davidamucklow@yahoo.com

Scheduled Assets: $519,835

Scheduled Debts: $1,007,105

A list of the Joint Debtors' 16 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/ohnb10-63352.pdf


JOSE APONTE: Case Summary & 13 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Jose Ramon Alvarez Aponte
          aka Jose R. Alvarez Aponte
              Jose R. Alvarez
              Clinica Visual del Este
        P.O. Box 8430
        Humacao, PR 00792
        Tel: (787) 850-6461

Bankruptcy Case No.: 10-07046

Chapter 11 Petition Date: August 3, 2010

Court: United States Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Debtor's Counsel: Gilberto Mayo Pagan, Esq.
                  GILBERTO MAYO PAGAN LAW OFFICE
                  P.O. Box 13802
                  San Juan, PR 00908-3802
                  Tel: (787) 751-9543
                  E-mail: mayopagang@microjuris.com

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

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

A list of the Debtor's 13 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/prb10-07046.pdf


K-V PHARMACEUTICAL: Elects New Independent Member to Board
----------------------------------------------------------
K-V Pharmaceutical Company disclosed that Mr. Robert Baldini was
appointed as a new independent member of the Board of Directors by
a unanimous vote of the directors, which also voted to increase
the size of the Board to eight directors.

Mr. Joseph Lehrer, Chairman of the Board's Nominating and
Corporate Governance Committee, stated, "The entire Board takes
great pleasure in announcing that Mr. Robert Baldini has joined K-
V as a member of its Board of Directors.  Bob possesses an
outstanding reputation within the pharmaceutical industry, as well
as extensive knowledge and experience in sales, marketing and
development of pharmaceutical products.  We believe he will be an
especially valuable asset to K-V as we continue to work towards
receiving U.S. Food and Drug Administration approval of
Gestiva(TM) and ultimately commence the launch and sales program
for that product."

Mr. Baldini stated, "I am pleased to be invited to serve on the K-
V Board because I want to be a part of the Company's resurgence.
Over the course of my tenure as a Board member, I will utilize my
background and experience in the pharmaceutical industry to assist
management with respect to its current products, its launch of
Gestiva(TM) following FDA approval, and the acquisition and
development of other new pharmaceutical products."

                        Mr. Robert E. Baldini

Robert E. Baldini has over fifty years of experience in the
pharmaceutical industry.  Mr. Baldini is considered one of the
foremost marketers of pharmaceutical products, and has been
personally instrumental in the introduction of over 27
pharmaceutical products into the marketplace.  Mr. Baldini began
his career at Pfizer and subsequently joined Geigy (which
subsequently became Ciba-Geigy) where he worked in the company's
internal advertising agency, initially in market research and
product management.

Following the Ciba-Geigy merger, Mr. Baldini was promoted to head
of its advertising agency (C&G Advertising), where he was
instrumental in building one of the strongest advertising
departments in medical advertising.

Beginning in 1981, Mr. Baldini spent 14 years with Key
Pharmaceuticals.  Initially, Key was a small start-up company in
Florida. He began as the Vice President of Marketing and Sales and
was subsequently promoted to General Manager and eventually
President.  During Mr. Baldini's tenure at Key, the company
introduced a number of drugs into the market place including
TheoDur(R) (over $100 million in sales), K-Dur(R) (over $300
million of sales) and ImDur(R) (over $400 million of sales). In
1986, Schering-Plough acquired Key, which became Schering's
independent respiratory and cardiovascular division.  Mr. Baldini
stayed with the company, ultimately serving six years as President
of the division. Under Mr. Baldini's leadership, Key's sales force
grew to over 500.

Mr. Baldini left Key in 1995 and joined Kos Pharmaceuticals where
he served as the Vice Chairman of the Board and Chief of Marketing
and Sales until it was acquired in 2007 by Abbott Laboratories for
over $4 billion.  At Kos, Mr. Baldini was instrumental in
developing and marketing the blockbuster drug Niaspan(R) (a $650
million pharmaceutical product) and Advicor(R) (extended-release
niacin/lovastatin tablets).

Since 2005, Mr. Baldini has served as a member of the Board and
consultant to Arisaph Pharmaceuticals, an emerging
biopharmaceutical company focused on developing therapies for
cancer, cardiovascular disease and diabetes.  Mr. Baldini also
served on the board of Espirit Pharma, prior to its acquisition by
Allergan in 2007 for $370 million.

Currently, Mr. Baldini is also involved with two start-up
organizations, Accubreak, an innovative pharmaceutical company
which utilizes tablet technology for life-cycle management, and
Dermworx's, a dermatological company utilizing nano-technology and
drug delivery systems.

Mr. Baldini was inducted into the Medical Advertising Hall of Fame
and more recently into Seton Hall University's Entrepreneur Hall
of Fame.  He was also named Seton Hall University's Most
Distinguished Alumnus in 2000 and the Arthritis Foundation's
Humanitarian of the Year in 1997.

Mr. Baldini holds a B.S. degree from Seton Hall University and an
M.B.A. from New York University. Mr. Baldini is currently a member
of the Seton Hall University Board of Regents.

                     About K-V Pharmaceutical

Bridgeton, Missouri-based K-V Pharmaceutical Company (NYSE:
Kva/KVb) -- http://www.kvpharmaceutical.com/-- is a fully
integrated specialty pharmaceutical company that develops,
manufactures, markets, and acquires technology-distinguished
branded prescription pharmaceutical products.  The Company markets
its technology-distinguished products through Ther-Rx Corporation,
its branded drug subsidiary.

The Company's balance sheet at December 31, 2009, showed
$584.5 million in assets, $440.9 million of liabilities, and
$143.6 million of shareholders' equity.

On March 2, 2009, the Company entered into a consent decree with
the FDA regarding the Company's drug manufacturing and
distribution, which was entered by the U.S. District Court,
Eastern District of Missouri, Eastern Division on March 6, 2009.
The consent decree requires, among other things, that, before
resuming manufacturing, the Company retain and have an independent
expert undertake a review of the Company's facilities and certify
compliance with the FDA's current good manufacturing practice
regulations.  Also, on December 23, 2008, the Company announced it
had voluntarily suspended all shipments of its FDA approved drug
products in tablet form and, effective January 22, 2009, the
Company voluntarily suspended the manufacturing and shipment of
the remainder of its products, other than three products it
distributes but does not manufacture and which do not generate a
material amount of revenue for the Company.


LOUISIANA TRANSPORTATION: Fitch Affirms 'BB' Rating on TIFIA Loan
-----------------------------------------------------------------
Fitch Ratings has affirmed its ratings on these bonds for the
Louisiana Transportation Authority:

  -- $100 million LA 1 project senior lien toll revenue bonds at
     'BBB';

  -- $70 million subordinate federal TIFIA loan at 'BB.'

The Rating Outlook is Stable.  Bonds are secured by a lien on
gross toll revenues at the LA1 toll bridge in Leeville, Louisiana.

The 'BBB' rating reflects the LA1 toll bridge's monopoly position
serving Port Fourchon, an oilfield services facility that is a
major contributor to Louisiana's economy and a vital facility for
the United States' energy production.  Traffic projections depend
on steady long-term oil and gas production in the Gulf of Mexico.
The inherent uncertainty of long-term oil and gas forecasts is a
key credit concern, but the mandatory use of debt repayment from
surplus funds serves partially to offset such uncertainty.  Senior
debt service shortfalls are supported by a moral obligation of the
state (general obligations 'AA' with a Stable Outlook) to refill
the debt service reserve fund.  Toll bridge operations and
maintenance expenses are payable by the Louisiana Department of
Transportation and Development.  Louisiana DOTD has a long-
established track record of working with the federal government.
The bridge's monopoly position gives it strong rate-making
flexibility.  There are no legal constraints on toll increases.

The 'BB' reflects the above points but also considers the back-
loaded cash flows and 2040 maturity of the TIFIA loan.  An initial
capitalized interest period through 2013 with further optional
extension provides borrower flexibility.  TIFIA loans have a so-
called 'springing lien' whereby they are subordinate in the
project cash flow waterfall to other debts but are pari passu with
senior bonds upon an event of default.  The TIFIA loan does not
have access to the senior debt service reserve.

Following the explosion of the Deepwater Horizon offshore drilling
platform on April 20, 2010, the U.S. Department of the Interior
imposed a six-month moratorium on oil drilling in more than 500
ft.  of water.  Although a district court judge overturned the
moratorium in its original form, a revised moratorium remains in
effect.  The Deepwater Horizon incident will likely trigger new
regulation on offshore oil and gas drilling in the United States.
At this juncture, Fitch does not view any foreseeable new
regulation as by itself altering future offshore activity so much
that the bridge's long-term economics would change.  Fitch will
continue to monitor the situation as it unfolds.

In the short term, while deep-water drilling support operations at
Port Fourchon have largely stopped, Louisiana DOTD has represented
that shallow-water drilling and oil spill cleanup efforts continue
to generate bridge traffic.  Additionally, the structure of both
the senior and subordinate debt can protect lenders even in a
prolonged traffic interruption.  The senior bonds have a
$17 million debt service compared with $3.4 million of annual debt
service in 2010-2012.  The TIFIA loan has no scheduled payments
until 2013 and a $1 million reserve fund.

The bridge opened for tolling on July 7, 2009.  Prior to the
Deepwater Horizon incident, toll revenue for the months August
2009-April 2010 as reported by DOTD were approximately 80% of the
original finance plan, a level adequate to pay interest and
principal and maintain coverage ratios consistent with the current
rating level.  Fitch has not yet received traffic counts since the
facility opened or revenue for the months following the oil spill.
Because trucks are a large component of revenue and expected
future growth, a continued lack of timely information on traffic
volume by vehicle type could become a rating concern.

Louisiana Transportation Authority issued bonds in May 2005 to
finance construction of a toll bridge and elevated roadway to
replace aging infrastructure in the vicinity of Port Fourchon,
located in Lafourche Parish, Louisiana.  Total project cost was
approximately $400 million and encompassed Phase 1 of the larger
four-phase $1.74 billion LA1 Improvement Project.  An elevated
highway from the bridge into Port Fourchon was 48% complete as of
April 30, 2010.  The road is expected to open in November 2011.
The new road will not add to the project's revenue base.  When
completed, it will replace the existing at-grade road.


MARINA DISTRICT: S&P Assigns 'B+' Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services assigned Marina District
Development Co. LLC its corporate credit rating of 'B+'.  The
rating outlook is stable.

At the same time, S&P assigned Marina District Finance Co. Inc.'s
(MDFC) $800 million senior secured notes due 2015 and 2018 S&P's
issue-level rating of 'BB' (two notches higher than the corporate
credit rating).  S&P also assigned this debt a recovery rating of
'1', indicating its expectation of very high (90% to 100%)
recovery for noteholders in the event of a payment default.  The
notes will be guaranteed by MDDC.

The company plans to use the proceeds from the notes, along with
a draw of approximately $75 million under a new (unrated)
$150 million senior secured revolving credit facility, to
refinance existing debt, pay an approximately $215 million
dividend to MDDC's owners, and to fund transaction costs.  S&P
expects funded debt balances to be about $875 million as of
June 30, 2010, pro forma for the transaction.

"The 'B+' corporate credit rating reflects MDDC's reliance on a
single property for cash flow, the competitive dynamics in the
region, S&P's expectation that the U.S. economy will only
gradually improve over the next several quarters, and increased
debt leverage pro forma for the transaction," said Standard &
Poor's credit analyst Ben Bubeck.

The Borgata's relatively solid track record (even as the Atlantic
City gaming market has declined meaningfully in recent years), the
high quality and market-leading position of the property, and
S&P's expectation that credit measures will gradually improve over
the next few years despite limited growth prospects (as S&P
anticipate positive free operating cash flow will largely be
applied toward debt repayment) only partially offset these
negative factors.

The rating incorporates S&P's expectation that both net revenue
and EBITDA will decline in 2010 and 2011.  In addition to recent
weakening in some U.S. economic indicators, the recent addition of
table games in both the Delaware and Pennsylvania gaming markets
is likely to further pressure traffic to Atlantic City, particular
during the middle of the week.  Specifically, the rating
incorporates S&P's expectation that net revenues will decline by
5% in both 2010 and 2011, while EBITDA will decline in the high-
single-digit percentage area in 2010 and mid-single-digit area in
2011.  As S&P looks further out, S&P is factoring in modest, low-
to mid-single-digit growth in net revenue and EBITDA in 2012 and
beyond, as S&P believes that the competitive dynamics in the
region will have stabilized and that modest growth is likely.


MARKET CENTER: Court Grants Orix Secured Claim for $265,000
-----------------------------------------------------------
Bankruptcy Judge James S. Starzynski granted ORIX Capital Market,
LLC a secured claim for $265,212 against debtor Market Center East
Retail Property, Inc., and ordered the clerk to disburse that sum
to ORIX.  The judge overruled the Debtor's objection to ORIX's
claim.  The Court declined to award punitive damages against ORIX.

On December 29, 2009, ORIX filed the Motion to Allow, stating that
the total amount of ORIX's claim as of December 29, 2009, was
$8,785,971.

A copy of the order is available at:

     http://www.leagle.com/unsecure/page.htm?shortname=inbco20100803664

ORIX was represented by:

     David T. Thuma, Esq.
     Stephanie L. Schaeffer, Esq.
     JACOBVITZ, THUMA & WALKER, P.C.
     500 Marquette Avenue, N.W., Suite #650
     Albuquerque, NM 87102
     Telephone: 505-766-9272
     Facsimile: 505-766-9287
     E-mail: dthuma@jtwlawfirm.com

Market Center East Retail Property, Inc., is a limited liability
company that has operated a retail commercial shopping center in
Albuquerque, New Mexico since 2006.  It acquired the property by
purchase from a former owner in 2006 by assuming that owner's
obligations under various loan documents and by executing new
guaranties.  Danny Lahave is the 100% owner of the Debtor and its
sole officer.

Market Center sought Chapter 11 bankruptcy protection (Bankr. D.
N.M. Case No. 09-11696) on April 22, 2009, as a single asset real
estate case.  The Company is represented by Daniel J. Behles,
Esq., at Cuddy & McCarthy, LLP.


MAUI LAND: Repurchases 100% of $40-Mil. Senior Secured Notes
------------------------------------------------------------
Maui Land & Pineapple Company, Inc., has redeemed in full its
$40 million of senior secured convertible notes as of August 3,
2010.

In May, 2010, the Company's shareholders authorized an additional
20 million shares of the Company's common stock; and in June 2010,
the Company initiated a rights offering for up to $40 million of
its common stock with the intent to utilize the proceeds from the
offering to repurchase up to all of its $40 million of outstanding
senior secured convertible notes.

On July 29, 2010, the rights offering concluded and the Company
received gross subscription proceeds of $40 million and issued
10,389,610 shares of common stock.  As of August 3, 2010, the
Company repurchased all $40 million of its outstanding senior
secured convertible notes for $35.2 million.

                         About Maui Land

Maui Land & Pineapple Company, Inc. (NYSE: MLP)
-- http://mauiland.com/-- organized in 1909, is a landholding,
real estate development and asset management company headquartered
in Maui, Hawaii.  The Company owns 24,000 acres of land on Maui,
including its principal development, the Kapalua Resort, a 1,650
acre master-planned, destination resort community.

The Company's balance sheet as of June 30, 2010, showed
$119.4 million in total assets, $202.7 million in total
liabilities, and stockholders' deficit of $83.3 million.

As reported in the Troubled Company Reporter on April 5, 2010,
Deloitte & Touche LLP, in Honolulu, Hawaii, expressed substantial
doubt about the Company's ability to continue as a going concern
following the Company's 2009 results.  The independent auditors
noted of the Company's recurring losses and negative cash flows
from operations and deficiency in stockholders' equity at
December 31, 2009.


MAUI LAND: Posts $4.6 Million Net Loss in Q2 Ended June 30
----------------------------------------------------------
Maui Land & Pineapple Company, Inc., filed its quarterly report on
Form 10-Q, reporting a net loss of $4.6 million on $8.3 million of
revenue for the three months ended June 30, 2010, compared to a
net loss of $54.2 million on $8.7 million of revenue for the same
period of 2009.

The Company's balance sheet as of June 30, 2010, showed
$119.4 million in total assets, $202.7 million in total
liabilities, and stockholders' deficit of $83.3 million.

The Company's cash outlook for the next 12 months and its ability
to make the required debt repayment in March 2011 and to continue
to meet its financial covenants are highly dependent on selling
certain real estate assets in a difficult market, its ability to
raise additional equity capital and to refinance its existing
debt.  If it is unable to meet its financial covenants resulting
in the borrowings becoming immediately due, or is unable to
restructure its credit agreements to extend the maturity date
beyond March 2011, the Company would not have sufficient liquidity
to repay such outstanding borrowings.

In addition, the Company has a commitment to purchase the spa,
beach club improvements and the sundry store, referred to as the
Amenities, from Bay Holdings (in which the Company has a 51%
interest) at actual construction costs of $35 million.  The
Company does not currently have the cash resources to complete the
purchase.  The Company is in discussions with the other members of
Bay Holdings to negotiate the terms of the purchase agreement
including the purchase price and payment terms, and is discussing
whether it will even be required to purchase the Amenities.

In June 2009, the Company announced that due to a lack of a title
sponsor, it was unable to hold the 2009 LPGA event that was
scheduled for October.  This has resulted in a dispute with the
LPGA, which can be resolved by mediation and if necessary by
binding arbitration.  By agreement between the parties, mediation
has been suspended through November 2010 and the Company paid
$700,000 of which 50% will be applied towards sponsorship of an
event if the parties are able to structure a future event.

In addition, in September 2009, Yamamura and Sons, Inc., filed a
lawsuit against the Company alleging that it materially breached
the Maui Gold Pineapple Planting and Fruit Purchase Agreement by
not providing a planting schedule for 2009 and by asking Yamamura
to cease planting pineapple for it, and that it unilaterally
restricted and impaired the value of Yamamura's benefits under the
agreement.

The Company is also subject to other commitments and contingencies
that could negatively impact its future cash flows.

"These circumstances raise substantial doubt about our ability to
continue as a going concern," the Company said in its Form 10-Q

A full-text copy of the Quarterly Report is available for free at:

               http://researcharchives.com/t/s?683e

                         About Maui Land

Maui Land & Pineapple Company, Inc. (NYSE: MLP)
-- http://mauiland.com/-- organized in 1909, is a landholding,
real estate development and asset management company headquartered
in Maui, Hawaii.  The Company owns 24,000 acres of land on Maui,
including its principal development, the Kapalua Resort, a 1,650
acre master-planned, destination resort community.

The Company's balance sheet as of June 30, 2010, showed
$119.4 million in total assets, $202.7 million in total
liabilities, and stockholders' deficit of $83.3 million.

As reported in the Troubled Company Reporter on April 5, 2010,
Deloitte & Touche LLP, in Honolulu, Hawaii, expressed substantial
doubt about the Company's ability to continue as a going concern
following the Company's 2009 results.  The independent auditors
noted of the Company's recurring losses and negative cash flows
from operations and deficiency in stockholders' equity at
December 31, 2009.


MEADOWLANDS XANADU: Colony to Surrender Project to Lenders
----------------------------------------------------------
The Wall Street Journal's A.D. Pruitt and Lingling Wei report that
people familiar with the matter said a group led by Colony Capital
is expected to give up the $2 billion Xanadu project in New Jersey
to its creditors in the collapse of one of the most high-profile
retail developments of the real-estate boom.  The sources told the
Journal the group faced an Aug. 9 financing deadline set by
lenders including Capmark Financial Group.

The group includes Dune Capital Management.  The Journal says a
spokeswoman for Colony declined to comment.

The sources told the Journal Xanadu's development partnership had
been negotiating with potential partners, including Related Cos.,
headed by New York real-estate mogul Stephen Ross, to help
complete the project.  Now the creditors are in direct talks with
Related without the participation of Colony, the people said.

One of the Colony group's biggest problems is replacing the
$500 million in financing that was cut off as a result of the
bankruptcy filings of its original lender, Lehman Brothers
Holdings Inc.  Construction on the entertainment and retail
project halted in early 2009.

The Xanadu project sits mostly completed in East Rutherford as
part of a proposed retail and entertainment center that is
adjacent to the IZOD Center where the NBA's New Jersey Nets play.
It was envisioned as one of the top shopping destinations in the
country, but some industry experts say the development was ill-
conceived from the beginning.

The Journal notes the project was the brainchild in 2004 of Mills
Corp., a mall developer that was acquired in 2007 by Simon
Property Group and Farallon Capital Management in the wake of an
accounting scandal.  Before that deal, the Colony-led group took
over the Xanadu project from Mills for $500 million.

In November 2006, Colony Capital Acquisitions, LLC, a special
purpose subsidiary of Colony Capital, completed the
recapitalization of the Meadowlands Xanadu.  Colony led the
$1.5 billion additional financing needed to complete the project,
including $500 million in equity and approximately $1 billion in
debt and additional capital.  The debt was financed by Credit
Suisse.  Colony was the managing general partner in a joint
venture that also includes the Dune Real Estate Funds, KanAm USA
Management XXII Limited Partnership, and The Mills Corporation.

The Journal reports that a state commission recently recommended
to New Jersey Gov. Chris Christie that the state help provide
financing to finish up the project.

Meadowlands Xanadu is a sports, leisure, shopping and family
entertainment destination development project with 2.2 million
square feet of entertainment and retail space to be built in
northern New Jersey.


MEDICAL STAFFING: U.S. Trustee Challenges Lender's Credit Bid
-------------------------------------------------------------
Dow Jones' DBR Small Cap reports that Donald F. Walton, the U.S.
trustee, is objecting to Medical Staffing Network Holdings Inc.'s
request to exchange its assets for $84.1 million in debt
forgiveness from its first-lien lenders, saying the proposed
credit bid will leave all other creditors empty-handed and will
only benefit the purchaser.

According to DBR Small Cap, Mr. Walton argues the proposed deal
would leave no money left over for unsecured creditors or other
secured creditors in the case.  "The only parties who will achieve
any success in this proceeding will be the first-lien lenders,"
Mr. Walton said.

As reported by the Troubled Company Reporter on August 5, 2010,
the Hon. Erik P. Kimball of the U.S. Bankruptcy Court for the
Southern District of Florida authorized Medical Staffing to sell
substantially all of their assets, and transferred equity
interests, in an auction led by MSN AcquisitionCo., LLC.

The auction will take place on August 19, 2010, at 10:00 a.m.,
(prevailing Eastern Time), at the offices of Berger Singerman,
P.A., 350 East Las Olas Blvd., Suite 1000, Fort Lauderdale.

The deadline for submitting bids is August 17, at 4:00 p.m.  A bid
must propose a purchase price equal to or greater than
$84,122,982, plus the outstanding Obligations under the DIP Loan
Documents in cash.  The Debtors and its investment banker,
Jefferies & Company, Inc., are in the process of contacting the
contact parties to explore their interest in pursuing a competing
transaction.

The Court will consider the sale of the assets, and transferred
equity interests to MSN AcquisitionCo., or the winning bidder at a
hearing on August 20, at 10:30 a.m., or at an earlier date as
counsel and interested parties may be heard.  Objections, if any,
are due 4:00 p.m. on August 16.

                      About Medical Staffing

Boca Raton, Florida-based Medical Staffing Network Holdings, Inc.,
provides temporary (predominantly healthcare) staffing services
including per diem, short term contracts and travel, in the United
States.  Warburg Pincus Private equity VIII, L.P., owns a 45.4%
stake in the Company.  The Company and its affiliates filed for
Chapter 11 bankruptcy protection on July 2, 2010 (Bankr. S.D. Fla.
Lead Case No. 10-29101).  Medical Staffing estimated $100 million
to $500 million in assets and debts.  In its schedules, an
affiliate of Medical Staffing listed total assets of $53,293,726
and total liabilities of $129,862,111.

The Debtors are represented by Paul Steven Singerman, Esq., and
Jordi Guso, Esq., at Berger Singerman, P.A., in Miami.  Akerman
Senterfitt is the Debtors' special corporate and transactional
counsel.  Loughlin Meghji + Company is the corporate restructuring
advisor.  Ernst & Young LLP is the accounting and tax advisor.
The Garden City Group Inc. is the claims and notice agent.


MEXICANA AIRLINES: Aims to Resume Ticket Sales in Coming Days
-------------------------------------------------------------
Carla Main at Bloomberg News reports that Compania Mexicana de
Aviacion Chief Executive Officer Manuel Borja Chico said that
Mexico's biggest airline hopes to resume ticket sales in the
"coming days."  Ticket sales stopped on Aug. 4 after the Air
Transport Association suspended the company in the ticket
clearing house, he said.

                     About Mexicana Airlines

Compania Mexicana de Aviacion or Mexicana Airlines --
http://www.mexicana.com/-- is a privately held airline and a
subsidiary of Nuevo Grupo Aeronautico.  Founded in 1921, Mexicana
is the oldest commercial carrier in North America.  Charles
Lindbergh piloted the first trip for Mexicana between Brownsville,
Texas, and Mexico City.

Grupo Mexicana de Aviacion is the parent of Compania Mexicana.
Two other units are Aerovias Caribe S.A. de C.V. (Mexicana Click)
and Mexicana Inter S.A. de C.V. (Mexicana Link).

Compania Mexicana de Aviacion or Mexicana Airlines, Mexico's
largest airline, filed for bankruptcy in the U.S. and Mexico on
August 2, 2010.  In the U.S., the company filed in the U.S.
Bankruptcy Court in Manhattan for Chapter 15 bankruptcy protection
(case no. 10-14182), and in Mexico, it filed for the equivalent of
Chapter 11.  A Mexico City judge has granted a temporary
injunction to protect its assets from seizure.

Maru E. Johansen, foreign representative of Compania Mexicana,
estimated in the Chapter 15 petition that the company has assets
of $500 million to $1 billion and debts of more than $1 billion.
William C. Heuer, Esq., at Duane Morris LLP, serves as counsel to
Ms. Johansen.

Mexicana de Aviacion stated that despite its bankruptcy filing, it
expects to continue to operate normally, and that such filings did
not affect the operations of Click Mexicana and Mexicana Link,
which are independent companies from Mexicana de Aviacion.


MEXICANA AIRLINES: Group to Defend Pilots on CBA Attack
-------------------------------------------------------
The Oneworld Cockpit Crew Coalition issued a statement regarding
Mexicana's bankruptcy protection filing and reports that the
airline is seeking to significantly cut its pilots' salaries:

"Mexicana is a respected international airline and a key member of
the oneworld Alliance.  To safeguard Mexicana's future and protect
its employees' livelihoods, we urge management to focus on working
together with the unions representing Mexicana's loyal employees -
- including the Asociacion Sindical de Pilotos Aviadores de Mexico
(ASPA) -- to resolve the airline's difficulties.  Success cannot
be achieved by blaming pilots and other employee groups.  The OCCC
believes the best solution is one that is collaboratively achieved
by the affected parties."

"The OCCC stands ready to assist ASPA in defending its members
against any opportunistic attack on their collective bargaining
agreement."

The OCCC member unions represent a total of more than 28,000
pilots.

                     About Mexicana Airlines

Compania Mexicana de Aviacion or Mexicana Airlines --
http://www.mexicana.com/-- is a privately held airline and a
subsidiary of Nuevo Grupo Aeronautico.  Founded in 1921, Mexicana
is the oldest commercial carrier in North America.  Charles
Lindbergh piloted the first trip for Mexicana between Brownsville,
Texas, and Mexico City.

Grupo Mexicana de Aviacion is the parent of Compania Mexicana.
Two other units are Aerovias Caribe S.A. de C.V. (Mexicana Click)
and Mexicana Inter S.A. de C.V. (Mexicana Link).

Compania Mexicana de Aviacion or Mexicana Airlines, Mexico's
largest airline, filed for bankruptcy in the U.S. and Mexico on
August 2, 2010.  In the U.S., the company filed in the U.S.
Bankruptcy Court in Manhattan for Chapter 15 bankruptcy protection
(case no. 10-14182), and in Mexico, it filed for the equivalent of
Chapter 11.  A Mexico City judge has granted a temporary
injunction to protect its assets from seizure.

Maru E. Johansen, foreign representative of Compania Mexicana,
estimated in the Chapter 15 petition that the Company has assets
of $500 million to $1 billion and debts of more than $1 billion.
William C. Heuer, Esq., at Duane Morris LLP, serves as counsel to
Ms. Johansen.

Mexicana de Aviacion stated that despite its bankruptcy filing, it
expects to continue to operate normally, and that such filings did
not affect the operations of Click Mexicana and Mexicana Link,
which are independent companies from Mexicana de Aviacion.


MIDLOTHIAN 287/67: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Midlothian 287/67 Crossing, LP
        P.O. Box 720189
        Dallas, TX 75372

Bankruptcy Case No.: 10-35513

Chapter 11 Petition Date: August 3, 2010

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Harlin DeWayne Hale

Debtor's Counsel: Rakhee V. Patel, Esq.
                  PRONSKE & PATEL, P.C.
                  2200 Ross Avenue, Suite 5350
                  Dallas, TX 75201
                  Tel: (214) 658-6500
                  Fax: (214) 658-6509
                  E-mail: rpatel@pronskepatel.com

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

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

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

The petition was signed by Scott D. Remphrey, manager of
Midlothian 287/67 Crossing, LLC, Debtor's general partner.


MILLER BROS: Hilco Industrial Completes Asset Sale
--------------------------------------------------
Hilco Industrial, LLC, the machinery and equipment
auction/disposition unit of Hilco Trading, LLC, in cooperation
with Rabin Worldwide, recently completed the sale of construction,
surface and strip mining equipment in the bankruptcy of Miller
Bros. Coal, LLC.  Gross recovery was 38% over expectations based
on recent industry sales figures.  The sale was held pursuant to
the plan approved in the Miller Bros. bankruptcy case by the
United States Bankruptcy Court Eastern District of Kentucky, and
with the assistance of Nick Glancy.  A group of lenders led by
Bank of America were the principal secured creditors.

The auction, held at the Miller Bros. facility in Hueysville, KY,
was simultaneously webcast using Hilcast(R) online technology.
Participating buyers represented 23 U.S. states and six countries,
including Australia, Ireland, Poland, Mexico and Canada.  Sales to
online bidders accounted for nearly 30% of total sales.  Included
among the auction sale lots were wheel loaders, off highway
trucks, tool carriers, crawler tractors, motor graders, hydraulic
excavators, dump trucks and rotary blasthole drills.

Tyler Levings, Senior Vice President, Special Assets Group, Bank
of America, said, "I was pleased with the results Hilco delivered
given a difficult economic environment.  The bidding process,
which I was able to follow online, went very smoothly.  Bank of
America also appreciated Hilco's thoroughness with the pre-auction
marketing and on-site set-up."

Robert Levy, a partner in Hilco Industrial, said, "The success of
this multi-million dollar auction is a testimony to Hilco's
expertise in targeting buyers of construction/mining equipment.
It also demonstrates the advantage of a combined on-site/webcast
auction for 'yellow iron' over centralized 'yard sales,' where an
auctioneer aggregates equipment from multiple sellers."

                    About Hilco Industrial

Hilco Industrial provides industrial asset disposition services,
specializing in selling machinery, equipment and inventory
auctions and negotiated sales.  It sells the broad range of
industrial assets found in manufacturing, wholesale and
distribution companies through on-site, online and combination
"webcast" auction sale events as well as negotiated (private
treaty) sales.  Hilco Industrial is headquartered in Farmington
Hills, Michigan, and maintains offices in key cities in North
America and the United Kingdom. It is a unit of Hilco Trading,
LLC, an international leader in asset valuation, acquisition,
disposition and advisory services.

                    About Rabin Worldwide

Rabin Worldwide provides comprehensive financial solutions for
businesses in transition, from Fortune 500 companies and private
industry, to financial institutions, receivers, trustees and
courts. Services include the ability to evaluate, market, and sell
surplus business assets.  Headquartered in San Francisco, Rabin
maintains a principal office in London as well as satellite
offices across North America.


MOLECULAR INSIGHT: May File for Bankruptcy; Waiver Ends Aug. 16
---------------------------------------------------------------
Molecular Insight Pharmaceuticals, Inc., announced last week that
it has received a sixth extension of its waiver agreement with its
bondholders, allowing debt restructuring discussions to progress.

Earlier this year, Molecular Insight executed the waiver agreement
and subsequent amendments with holders of the Company's
outstanding Senior Secured Bonds and the Bond Indenture trustee
and announced ongoing discussions with the Bond holders concerning
a restructuring of its outstanding debt.  Under terms of the sixth
extension, the Bond holders and Bond Indenture trustee agreed to
extend the waiver of a default arising from the inclusion of a
going concern explanatory paragraph in the independent auditor's
report on the Company's financial statements for the year ended
December 31, 2009, and other technical defaults under the Bond
Indenture.  The term of the waiver is extended until 11:59 p.m.
Eastern Standard Time on August 16, 2010.  During this waiver
period, the Company will continue discussing with its Bond holders
various proposals which generally contemplate, among other things,
a deleveraging of the Company through a debt for equity exchange.
There are no assurances, however, that such discussions will be
successful.

The waiver continues to be subject to a number of terms and
conditions relating to the provision of certain information to the
Bond holders, among other conditions and matters.  In the event
that the waiver expires or terminates prior to the successful
conclusion of the Company's negotiations with its Bond holders
regarding the restructuring of its outstanding debt, the Company
will be in default of its obligations under the Indenture and the
Bond holders may choose to accelerate the debt obligations under
the Indenture and demand immediate repayment in full and seek to
foreclose on the collateral supporting such obligations.  If the
Company's debt obligations are accelerated or are not restructured
on acceptable terms, it is likely the Company will be unable to
repay such obligations and may seek protection under the U.S.
Bankruptcy Code or similar relief.

A full-text copy of the press release is available for free at:

               http://researcharchives.com/t/s?6838

                     About Molecular Insight

Cambridge, Mass.-based Molecular Insight Pharmaceuticals, Inc.
(NASDAQ: MIPI) -- http://www.molecularinsight.com/-- is a
clinical-stage biopharmaceutical company and pioneer in molecular
medicine.  The Company is focused on the discovery and development
of targeted therapeutic and imaging radiopharmaceuticals for use
in oncology.  Molecular Insight has five clinical-stage candidates
in development.

The Company's balance sheet as of June 30, 2010, showed
$74.6 million in total assets, $185.1 million in total
liabilities, and stockholders' deficit of $110.5 million.

As reported in the Troubled Company Reporter on March 17, 2010,
Deloitte & Touche LLP expressed substantial doubt about the
Company's ability to continue as a going concern after auditing
the Company's financial statements for the year ended December 31,
2009.  The independent auditors noted of the Company's
difficulties in meeting its bond indenture covenants and its
recurring losses from operations.


MOLECULAR INSIGHT: Posts $16.6 Million Net Loss in Q2 2010
----------------------------------------------------------
Molecular Insight Pharmaceuticals, Inc., filed its quarterly
report on Form 10-Q, reporting a net loss of $16.6 million on
$137,274 of revenue for the three months ended June 30, 2010,
compared to a net loss of $17.3 million on $301,801 of revenue for
the same period of 2009.

The Company's balance sheet as of June 30, 2010, showed
$74.6 million in total assets, $185.1 million in total
liabilities, and stockholders' deficit of $110.5 million.

The Company has incurred significant net losses and negative
operating cash flows since inception.  At June 30, 2010, the
Company had an accumulated deficit of $327.7 million including the
$34.8 million net losses incurred for the six months ended
June 30, 2010.

As of June 30, 2010, the Company had approximately $194.4 million
of Senior Secured Bonds and accrued and unpaid interest.  The
terms of the Company's Bond Indenture include various covenants,
including among others, financial covenants that require the
Company maintain a minimum liquidity level on a quarterly basis.
Based on the Company's current projections of cash flow, the
Company expects that it will not be in compliance with this
covenant in the third quarter of 2010, unless it is able to raise
sufficient additional capital.  Additionally, under the Bond
Indenture, the Company is required to deliver audited annual
financial statements to Bond holders which are not subject to a
"going concern" or like qualification or exception from its
independent auditors.  In the report of the independent registered
public accounting firm on the Company's financial statements as of
and for the year ended December 31, 2009, the independent auditors
have included an explanatory paragraph relating to substantial
doubt about whether the Company can continue as a going concern.
Consequently, the inclusion of such a "going concern" paragraph
resulted in a default under the terms of the Bond Indenture which
was temporarily waived (and currently remains subject to waiver)
by the Bond holders.  The Company cannot guarantee its ability to
continue as a going concern unless it can restructure the debt
agreements and raise additional capital, of which there can be no
assurance.

A full-text copy of the Quarterly Report is available for free at:

               http://researcharchives.com/t/s?682c

                    About Molecular Insight

Cambridge, Mass.-based Molecular Insight Pharmaceuticals, Inc.
(NASDAQ: MIPI) -- http://www.molecularinsight.com/-- is a
clinical-stage biopharmaceutical company and pioneer in molecular
medicine.  The Company is focused on the discovery and development
of targeted therapeutic and imaging radiopharmaceuticals for use
in oncology.  Molecular Insight has five clinical-stage candidates
in development.

As reported in the Troubled Company Reporter on March 17, 2010,
Deloitte & Touche LLP expressed substantial doubt about the
Company's ability to continue as a going concern after auditing
the Company's financial statements for the year ended December 31,
2009.  The independent auditors noted of the Company's
difficulties in meeting its bond indenture covenants and its
recurring losses from operations.

Molecular Insight inked with bondholders a waiver agreement that
expires August 16, 2010.  The bondholders agreed to waive a
default arising from the inclusion of a going concern explanatory
paragraph in the 2009 financial statements and other technical
defaults under the bond indenture.  The Company said that if its
debt obligations are accelerated following termination of the
waiver agreement or the debts are not restructured on acceptable
terms, it is likely the Company will be unable to repay such
obligations and may seek protection under the U.S. Bankruptcy Code
or similar relief.


MORGANS HOTEL: Maturity of $337MM in 1st Mortgage Loans Extended
----------------------------------------------------------------
Morgans Hotel Group Co. disclosed that on July 9, 2010, it entered
into forbearance agreements with lenders which hold the $217.0
million and $120.5 million first mortgage loans secured by its
Hudson and Mondrian Los Angeles hotels.

The forbearance agreements effectively extend the maturities of
the loans until September 12, 2010, allowing MHG and the lenders
additional time to complete the negotiation and documentation of
the appropriate amendments to further extend the loans.  The first
mortgage loans were scheduled to mature on July 12, 2010, with
options to extend the maturities to October 2011 provided that
certain conditions were met.

In October 2009, the Company entered into a forbearance agreement
with the holder of the $26.5 million Hudson mezzanine loan that it
believes effectively extended the maturity of that loan to 2013.

The Forbearance Agreement, dated July 9, 2010, is with Bank of
America, N.A., as Trustee for the Registered Holders of Wachovia
Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2007-WHALE 8 and Henry Hudson Holdings LLC, a
Delaware limited liability company.

                     About Morgans Hotel Group

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


MULTIPLAN INC: S&P Downgrades Counterparty Credit Rating to 'B'
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
counterparty credit rating on MultiPlan Inc., a leading U.S.
health care cost-management servicer, to 'B' From 'B+'.

Standard & Poor's also said that it removed this rating from
CreditWatch, where it was placed on July 12, 2010, with developing
implications.

The outlook on MultiPlan is stable.

In addition, Standard & Poor's assigned a 'B' senior secured debt
rating and a recovery rating of '3' to MultiPlan's proposed
$1.375 billion senior secured credit facility, which consists of a
$75 million senior secured revolver due 2015 and a $1.3 billion
term loan B due 2017.  Standard & Poor's also assigned a 'CCC+'
senior unsecured debt rating and a recovery rating of '6' to
MultiPlan's proposed $675 million senior unsecured notes due 2018.
S&P will withdraw its ratings on the existing debt issues once
this transaction closes as proposed.

"The speculative-grade ratings on New York, N.Y.-based MultiPlan
Inc. reflect its highly leveraged financial risk profile," noted
Standard & Poor's credit analyst James Sung.  "This is highlighted
by high debt leverage, weak interest coverage, and funds from
operations to debt in the mid-single digits."  In addition, the
company has several business-profile weaknesses, such as an
overall limited product scope, several significant client
concentrations, and ongoing integration risks associated with the
Viant acquisition.  Partly offsetting these concerns are
MultiPlan's relatively stable competitive position, improved scale
and diversification stemming from the Viant acquisition, good
historical operating margins, and stable cash-flow generation.

S&P has a neutral long-term view of MultiPlan's growth prospects.
As a transaction-based servicer in the health care industry,
MultiPlan does not take on any insurance risk, so it is not
subject to the associated regulatory risks.  However, S&P believes
that the company's long-term growth prospects are strongly tied to
that of the managed care industry, on which S&P currently has a
negative outlook, because of economic and regulatory-driven
earnings issues and health care reform implementation
uncertainties.  Nevertheless, S&P also believes that the expansion
of insurance coverage to near-universal levels could provide some
long-term growth opportunities in existing and new product
segments.

Standard & Poor's views MultiPlan's planned debt transaction as
having an overall negative effect on its creditworthiness because
the incremental debt load results in key credit ratios that are no
longer supportive of the prior 'B+' rating.   Qualitatively, S&P
views the incremental debt load as placing additional pressure on
the company to grow revenues, which have been flat within the
primary PPO product over the past several years, and maintain
operating margins, which have remained relatively strong because
of steady expense savings achieved from prior acquisitions.
MultiPlan's ability to integrate Viant (which it acquired in March
2010) successfully will be a key factor in terms of prospective
revenue and earnings growth.  The addition of Viant immediately
strengthened MultiPlan's core asset, its national independent
provider network, while slightly improving its overall product
diversification, with the addition of Viant's post-pay product
portfolio.  However, outside of immediate expense savings already
executed and identified, S&P expects the full integration to take
some time as additional revenue opportunities start to be fully
realized and systems conversions are completed.

S&P considers MultiPlan's liquidity to be adequate for the rating
profile, but debt-service requirements, mandatory debt repayments,
and a modest amount of planned capital expenditures will constrain
it over the next two years.  However, following transaction
closing, the company will have access to an unused $75 million
revolver, which is larger than the $50 million available under the
previous revolver.

After the transaction, the company will have no debt maturities
until August 2015, when the revolver comes due.  The $1.3 billion
term loan B matures in August 2017, and the $675 million senior
unsecured notes mature in August 2018.  Under the new credit
agreement, MultiPlan will be subject to financial covenants --
such as a maximum total net leverage ratio and a minimum interest
coverage ratio -- but S&P views the built-in EBITDA cushion, at
approximately 25% and above, as sufficient and not overly
restrictive.

MultiPlan's cash-flow generation has historically been stable,
given the transaction-based fee income business model, and S&P
expects this to continue.  Cash flow from operations will likely
exceed $100 million for 2010 and $115 million in 2011.

S&P assigned its 'B' issue-level rating to MultiPlan's
$1.375 billion senior secured credit facilities.  The recovery
rating is '3', indicating S&P's expectation of meaningful (50%-
70%) recovery in the event of payment default.  At the same time,
S&P assigned its 'CCC+' issue-level rating to MultiPlan's
$675 million senior unsecured notes.  The recovery rating is '6',
indicating S&P's expectations of negligible (0%-10%) recovery.

The outlook on MultiPlan is stable because it is unlikely that S&P
will raise or lower the ratings over the next 12 months.  S&P
believes that the company's highly leveraged financial profile
will continue to offset the benefits of its relatively stable
business profile.

Although S&P expects that MultiPlan will continue using a
significant portion of free cash flow to pay down debt, the
company's key credit ratios are unlikely to improve significantly
enough over S&P's outlook horizon to change its assessment of its
financial profile.  Overall, given the company's ownership
structure and financial policy, S&P does not expect prospective
deleveraging to be sustainable over the long-term.

Over the longer term, S&P would consider an upgrade if the
company's financial profile becomes sustainably less aggressive
and is complemented by improved business fundamentals, such as the
full integration of Viant or profitable entry into new product
segments that drive stronger revenue growth.  Conversely, S&P
would consider a downgrade if the company's revenue and earnings
deteriorate or if the company's key credit ratios become
unsupportive of the current rating.


NATIONAL CENTURY: UAT Files Quarterly Report for Q2 2010
--------------------------------------------------------

                   Unencumbered Assets Trust
                        Quarterly Report
                       for June 30, 2010

                           Current        Paid to       Balance
                           Quarter        Date          Due
                           -------        -------       -------
A. FEES AND EXPENSES:
1. Trustee Compensation          -              -             -
2. Fees for Attorney for
      Trustee                    -              -             -
3. Fee for Attorney for
      Debtor              $262,742    $15,862,475             -
4. Other professionals     225,416     11,652,436             -
5. All expenses,
      including trustee     86,275     22,691,799             -

B. DISTRIBUTIONS:
6. Secured Creditors             -              -             -
7. Priority Creditors            -              -             -
8. Unsecured Creditors           -    205,936,188             -
9. Equity Security
      Holders                    -              -             -
10. Other Payments or
      Transfers                  -              -             -
                        ----------    -----------    ----------
Total Plan Payments       $574,433   $256,142,898             -
                        ==========    ===========    ==========

                      About National Century

Headquartered in Dublin, Ohio, National Century Financial
Enterprises, Inc. -- http://www.ncfe.com/-- was the largest
issuer of medical accounts receivable asset backed securities in
the United States before it collapsed in bankruptcy in November
2002 amid allegations of widespread fraud and misappropriation of
assets.  To date, 10 senior executives of the company have been
convicted or pled guilty to federal charges of conspiracy,
securities fraud, wire fraud, and money laundering arising out of
the NCFE securitization program.

NCFE -- through the CSFB Claims Trust, the Litigation Trust, the
VI/XII Collateral Trust, and the Unencumbered Assets Trust -- is
in the midst of liquidating estate assets.  The Company filed for
Chapter 11 protection on November 18, 2002 (Bankr. S.D. Ohio Case
No. 02-65235).  The Court confirmed the Debtors' Fourth Amended
Plan of Liquidation on April 16, 2004.  Paul E. Harner, Esq., at
Jones Day, represented the Debtors.


NATIONAL CENTURY: VI/XII Trust Files Quarterly Report for Q2 2010
-----------------------------------------------------------------

                     VI/XII Collateral Trust
                        Quarterly Report
                       for June 30, 2010

                           Current        Paid to       Balance
                           Quarter        Date          Due
                           -------        -------       -------
A. FEES AND EXPENSES:
1. Trustee Compensation          -              -             -
2. Fees for Attorney for
      Trustee                    -              -             -
3. Fee for Attorney for
      Debtor                $8,083     $9,599,264             -
4. Other professionals       2,482      5,227,531             -
5. All expenses,
      including trustee     33,762     12,122,382             -

B. DISTRIBUTIONS:
6. Secured Creditors             -    494,353,519             -
7. Priority Creditors            -              -             -
8. Unsecured Creditors           -              -             -
9. Equity Security
      Holders                    -              -             -
10. Other Payments or
      Transfers             13,117     54,188,242             -
                        ----------    -----------    ----------
Total Plan Payments        $57,443   $575,490,938             -
                        ==========    ===========    ==========

                      About National Century

Headquartered in Dublin, Ohio, National Century Financial
Enterprises, Inc. -- http://www.ncfe.com/-- was the largest
issuer of medical accounts receivable asset backed securities in
the United States before it collapsed in bankruptcy in November
2002 amid allegations of widespread fraud and misappropriation of
assets.  To date, 10 senior executives of the company have been
convicted or pled guilty to federal charges of conspiracy,
securities fraud, wire fraud, and money laundering arising out of
the NCFE securitization program.

NCFE -- through the CSFB Claims Trust, the Litigation Trust, the
VI/XII Collateral Trust, and the Unencumbered Assets Trust -- is
in the midst of liquidating estate assets. The Company filed for
Chapter 11 protection on November 18, 2002 (Bankr. S.D. Ohio Case
No. 02-65235).  The Court confirmed the Debtors' Fourth Amended
Plan of Liquidation on April 16, 2004.  Paul E. Harner, Esq., at
Jones Day, represented the Debtors.


NATURAL SURROUNDINGS: Case Summary & 20 Largest Unsec Creditors
---------------------------------------------------------------
Debtor: Natural Surroundings, Inc.
          dba Surroundings Flowers Inc.
              Surrounding Flower
        1351 Amsterdam Avenue
        New York, NY 10027

Bankruptcy Case No.: 10-14204

Chapter 11 Petition Date: August 3, 2010

Court: United States Bankruptcy Court
       Southern District of New York (Manhattan)

Judge: Allan L. Gropper

Debtor's Counsel: Gabriel Del Virginia, Esq.
                  LAW OFFICES OF GABRIEL DEL VIRGINIA
                  488 Madison Avenue, 19th Floor
                  New York, NY 10022
                  Tel: (212) 371-5478
                  Fax: (212) 371-0460
                  E-mail: gabriel.delvirginia@verizon.net

Scheduled Assets: $103,440

Scheduled Debts: $1,006,437

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/nysb10-14204.pdf

The petition was signed by Steven Buckwald, president.


NAVISTAR FINANCIAL: Extends BNS & BoA Note Purchase Deal
--------------------------------------------------------
Navistar Financial Corporation entered into the Second Amendment,
dated August 4, 2010, to the Note Purchase Agreement, dated
April 16, 2010, among Navistar Financial Securities Corporation,
as Seller, NFC, as Servicer, Kitty Hawk Funding Corporation, as a
Conduit Purchaser, Liberty Street Funding LLC, as a Conduit
Purchaser, The Bank of Nova Scotia, as a Managing Agent and a
Committed Purchaser, and Bank of America, National Association, as
a Managing Agent, the Administrative Agent and a Committed
Purchaser.

This amendment serves to renew the Note Purchase Agreement through
August 3, 2011.

A full-text copy of the Second Amendment to the Note Purchase
Agreement is available for free at:

               http://ResearchArchives.com/t/s?6832

Navistar International Corporation (NYSE: NAV) --
http://www.Navistar.com/-- is a holding company whose
subsidiaries and affiliates subsidiaries produce International(R)
brand commercial and military trucks, MaxxForce(R) brand diesel
engines, IC Bus(TM) brand school and commercial buses, Monaco RV
brands of recreational vehicles, and Workhorse(R) brand chassis
for motor homes and step vans.  It also is a private-label
designer and manufacturer of diesel engines for the pickup truck,
van and SUV markets.  The company also provides truck and diesel
engine parts and service.  Another affiliate offers financing
services.

At April 30, 2010, the Company had $8.94 billion in total assets,
$10.14 billion in total liabilities, and stockholders' deficit of
$1.21 billion.

Fitch Ratings in March 2010, revised Navistar International's and
Navistar Financial Corp.'s rating outlooks to "positive" from
"negative" and affirmed the companies' long-term Issuer Default
Ratings at 'BB-'.  The Outlook revisions are driven by improvement
in the financial profile of NFC following the signing of an
operating agreement with GE Capital and by NAV's financial
performance in the past year.  Historically, Fitch had concerns
with NFC's funding, capitalization, and asset quality performance,
but they have been eliminated or reduced with the new agreement
with GECC.


NGIA LLC: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: NGIA, LLC
        1517 N Graham Street
        Charlotte, NC 28206

Bankruptcy Case No.: 10-32243

Chapter 11 Petition Date: August 3, 2010

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

Judge: J. Craig Whitley

Debtor's Counsel: Bryan W. Stone, Esq.
                  STONE & WITT, P.A.
                  301 S. McDowell St., Suite 1011
                  Charlotte, NC 28204
                  Tel: (704) 333-5184
                  Fax: (704) 333-5185
                  E-mail: bstone@swlawnc.com

Scheduled Assets: $1,500,050

Scheduled Debts: $1,290,276

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

The petition was signed by Frank L. Headen, member/manager.


NYC OFF-TRACK: Dispute on Unpaid Commissions Sent to Racing Board
-----------------------------------------------------------------
Finger Lakes Racing Association and Empire Resorts, Inc., move the
Bankruptcy Court to compel New York City Off-Track Betting
Corporation to immediately pay certain postpetition statutory
distributions currently owed and which will allegedly come due
under the New York Racing, Pari-Mutuel Wagering and Breeding Law.

OTB owes Empire $3,616,588 in prepetition Indirect Commissions and
$782,073 in postpetition Indirect Commissions.  OTB owes Finger
Lakes $2,044,051 in prepetition Indirect Commissions and
$1,259,851 in postpetition Indirect Commissions.  OTB has not paid
any Indirect Commissions to Empire or Finger Lakes since March
2010.

The Tracks argue that these payments must be made because (i)
state law mandates the payments and OTB is required to conduct its
ongoing business as a chapter 9 debtor in compliance with state
law; and (ii) the payments are "actual, necessary costs and
expenses of preserving the estate" entitled to administrative
expense treatment under Bankruptcy Code Sec. 503(b).  OTB, for its
part, admits it owes the Tracks amounts under the Racing Law, but
contends that the Racing Law does not require that the payments be
made immediately or on any particular schedule, and the amounts
due cannot be treated as bankruptcy administrative claims.

On July 13, 2010, the Court held an evidentiary hearing and heard
argument on these motions.  Following the hearing the Court
requested briefing on whether the bankruptcy court should resolve
the state law issue of when the Racing Law requires the payment of
statutory distributions, or whether the bankruptcy court should
lift the automatic stay and require the parties to seek a
determination of this state law issue from the New York State
Racing and Wagering Board.  The parties filed the requested
additional briefs on July 21, 2010.

On August 5, Judge Martin Glenn held that the postpetition
statutory distributions OTB owes the Tracks are not administrative
expenses under section 503(b) of the Bankruptcy Code.  Judge Glenn
also held that the Bankruptcy Court is not the appropriate forum
to resolve the state law issue of when these statutory payments
must be made.  This issue involves important legal and policy
questions involving many stakeholders in the horse racing business
in New York State, and not simply the concerns of OTB and the
Tracks that are parties to these Motions.

Judge Glenn abstained from deciding the state law issue, lifted
the automatic stay and directed the parties to commence an
appropriate proceeding within seven days from the date of the
Order to obtain a determination from the Racing and Wagering
Board.

A copy of the Court's decision is available at:

     http://www.leagle.com/unsecure/page.htm?shortname=inbco20100805638

Empire Resorts is represented by:

     Marvin Newberg, Esq.
     LAW OFFICES OF MARVIN NEWBERG
     33 North Street
     Monticello, NY 12701
     Telephone: 845-794-8415
     Facsimile: 845-794-9701

Finger Lakes is represented by:

     Deborah Piazza, Esq.
     HODGSON RUSS LLP
     60 East 42nd Street, 37th Floor
     New York, NY  10165
     Telephone: 646-218-7560
     E-mail: dpiazza@hodgsonruss.com

          - and -

     Steven W. Wells, Esq.
     Michael E. Reyen, Esq.
     HODGSON RUSS LLP
     The Guaranty Building
     140 Pearl Street
     Buffalo, NY  14202-4040
     Telephone: 716-848-1233
     E-mail: swells@hodgsonruss.com
             mreyen@hodgsonruss.com

                           About NYC OTB

New York City Off-Track Betting Corporation is a public benefit
corporation, which operates an off-track pari-mutuel betting
system on thoroughbred and harness horse races held at all 11 race
tracks located in New York State and certain race tracks located
outside of the State.  Since NYC OTB's inception in 1971, it has
made payments of nearly $2 billion to the State horse racing
industry, more than $1.4 billion to New York City and nearly
$600 million to the State.  In 2008 alone, NYC OTB made statutory
contributions in an aggregate amount of $128.6 million to the
State horse racing industry, the State, the City, and other local
municipalities.  NYC OTB's operations are regulated by the State.

NYC OTB filed for bankruptcy under Chapter 9 of the Bankruptcy
Code on December 3, 2009 (Bankr. S.D.N.Y. Case No. 09-17121).  OTB
is represented by Richard Levin, Esq., at Cravath, Swaine & Moore
LLP., in New York, and Michael S. Fox, Esq., Herbert C. Ross,
Esq., David Y. Wolnerman, Esq., at Olshan Grundman Frome
Rosenzweig & Wolosky LLP in New York.

At September 30, 2009, NYC OTB had $18,468,147 in total assets
against $74,912,742 in total current liabilities, $6,982,887 in
long-term liabilities, and $201,020,000 in long-term post
employment benefits.


OK ETON: Gets Temporary Approval to Access Bank of the West Cash
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
authorized, in an interim order, OK Eton Square, LP, to use the
cash collateral of Bank of the West.

As of the petition date, BOTW claims to owed by the Debtor at
least $9,211,701 plus additional fees, costs, expenses and other
charges to which BOTW is entitled.  BOTW asserts the debt is
secured by properly perfected first-priority liens on and security
interests in all assets of the Debtor and the proceeds thereof,
including all real estate, fixtures, equipment, personal property,
and cash collateral.

BOTW consented to the Debtor's use of its cash collateral.  As
adequate protection for any diminution in value of the lenders'
collateral, the Debtor will grant the BOTW replacement liens on
all of its property and its bankruptcy estate and the proceeds
thereof.  As further adequate protection, the Debtor will make an
interest payment of $49,896 to BOTW.

                     About OK Eton Square, LP

OK Eton Square, LP, based in Dallas, Texas, filed for Chapter 11
bankruptcy on May 24, 2010 (Bankr. N.D. Tex. Case No. 10-33583).
Judge Barbara J. Houser presides over the case.  The Debtor is
represented by Eric A. Liepins, Esq., at Eric A. Liepins, P.C., in
Dallas, Texas.  The Debtor estimated assets and debts at $10
million to $50 million in its Chapter 11 petition.


OM FINANCIAL: S&P Affirms 'BB-' Counterparty Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its
unsolicited 'BB-' counterparty credit, financial strength, and
financial enhancement ratings on OM Financial Life Insurance Co.

Standard & Poor's also said that the outlook on OMFL remains
negative.

OMFL's statutory capital has improved throughout the first half of
2010, as reflected in the risk-based capital ratio increasing to
347% as of June 30, 2010.  "In the past, Old Mutual Plc has
committed to maintaining a risk-based capital ratio of more than
300%, which S&P took into account when assigning the ratings,"
said Standard & Poor's credit analyst Jeremy Rosenbaum.  "However,
S&P does not know how the new management intends to manage the
capital position going forward.  In addition, S&P doesn't know
what Harbinger's plan for writing new business will be or what
types of changes it will make to the asset portfolio."

The ratings on OMFL reflect its marginal competitive position,
which it derives from its product-manufacturing capabilities and
distribution relationships in its niche markets.  The ratings are
also based on the expressed intent by its parent to maintain the
risk-based capital ratio above 300%.  Offsetting these strengths
are the company's weak capital position, concentrated business
mix, strained financial flexibility, and above-average risk
tolerances in its investment portfolio.  OMFL's concentrated
business profile focuses primarily on the highly competitive
annuity market and -- to a lesser extent -- on the universal life
insurance markets.

In S&P's view, OMFL's investment portfolio has outsized exposure
to credit risk.  Specifically, OMFL has above-industry-average
'BBB' exposure in the investment portfolio and one of the highest
ratios of hybrid holdings to capital in the entire industry.  In
addition, OMFL has significant exposure to asset-backed
securities, including residential mortgage-backed securities and
commercial mortgage-backed securities, which could result in
further impairments.  S&P also notes the significant
concentrations in single assets that are well outside industry
norms.

The negative outlook reflects the uncertainty that the acquisition
by Harbinger Capital brings to OMFL.  S&P could lower the ratings
following the completion of the transaction if Harbinger manages
capital so that the risk-based capital ratio is lower than 300%
and runs the portfolio more aggressively.  If the transaction does
not close, S&P will probably affirm the rating, reflecting
continued uncertainty around the future of the enterprise.

S&P expects that OMFL's equity indexed annuity sales will increase
in 2010 following two years of significant declines.  S&P also
expects that OMFL will produce at least $75 million in statutory
earnings (before capital gains and losses) in 2010 and will
probably maintain a top 10 position in its primary niche
businesses, including equity-indexed annuities and equity-indexed
life insurance.


PACIFIC CAPITAL: DBRS Assigns 'CC' Senior Debt Rating
-----------------------------------------------------
DBRS has placed the long and short-term ratings of Pacific Capital
Bancorp (PCBC or the Company) and its bank subsidiary, Pacific
Capital Bank, N.A. (the Bank) Under Review with Positive
Implications.  DBRS currently rates PCBC's Issuer & Senior Debt
rating at CC.  The ratings action follows the PCBC's second
quarter earnings release and update regarding its definitive
agreement with SB Acquisition Company LLC, a wholly-owned
subsidiary of Ford Financial Fund, L.P. (Ford), which has agreed
to invest approximately $500 million in the Company.

During the quarter, the Company made substantial progress
meeting various conditions under its definitive agreement with
Ford, which in the opinion of DBRS significantly improves the
likelihood that the deal will close.  Specifically, PCBC reached
an agreement with the Treasury on the treatment of its TARP
preferred shares, which will result in a substantial haircut to
the Treasury.  Additionally, Ford has told the Company that the
$68 million in tendered subordinated debt securities was
sufficient in order for them to move forward in their investment
despite getting none of the trust preferred securities tendered
(as of July 26, 2010).  Lastly, PCBC has received permission to
issue the securities to Ford and the Treasury under their
respective agreements in reliance on the shareholder approval
exemption set forth in NASDAQ rule 5635(f).  As a result, DBRS
believes that the major and most difficult conditional hurdles
facing the Ford investment have been met.  DBRS expects regulatory
approval for the deal to be likely as lack of approval could
result in the regulators seizing the Bank.

Operating trends remain weak.  Indeed, PCBC reported a net loss
applicable to common shareholders of $61.0 million for the
quarter, an improvement from a loss of $83.0 million for the prior
quarter.  On a sequential quarter basis, a $43.1 million
incremental reduction in the provision for loan losses more than
offset lower net interest income, higher write downs on other real
estate owned, and lower securities gains leading to the lower net
loss.  DBRS notes that even excluding the $56.7 million provision,
the Company would have still lost money in 2Q10, as expenses
remain higher than revenue generation.

Asset quality remains extremely challenging. While the provision
and net charge-offs (NCOs) declined during the quarter, both
metrics remain very elevated.  Moreover, both delinquencies and
non-performing loans (NPLs) jumped during the quarter, which
points to continued asset quality problems.  Specifically, NPLs
increased $132.2 million, or 32%, reaching 11.92% of total loans
primarily driven by commercial real estate issues.  Meanwhile,
delinquencies increased 18% to $604.9 million.  Positively, NCOs
decreased by $19.6 million during the quarter, but totaled a still
high $64.6 million, or 5.42% of average loans (annualized).  Even
though the reserve appears strong at 6.01% of total loans, it only
covers 50% of all NPLs.

With another quarterly loss, capital remains severely strained.
At June 30, 2010, the Bank's Tier 1 leverage, and Tier 1 and Total
risk-based capital ratios were 4.0%, 6.7% and 9.5%, respectively.
Moreover, PCBC has very little tangible common equity remaining.
Following the Ford investment, PCBC would have enough capital to
be considered "well capitalized" under traditional regulatory
guidelines, but it is unclear whether the regulatory metrics would
meet or exceed the enhanced capital requirements mandated by the
OCC.

Liquidity remains sound with the Company holding $1.6 billion in
cash and other unpledged liquid assets.  Once the Ford investment
is completed, PCBC expects to put some of this liquidity to work,
which would help improve financial results.  Nonetheless, DBRS
believes the Company will not be profitable over the intermediate
term given elevated asset quality issues and a contracting balance
sheet.

DBRS notes that the review will likely be concluded following the
release of 3Q10 results.  If the Ford investment goes through as
planned, there could be upward rating pressure depending on the
extent that DBRS believes the newly augmented capital position
will be able to provide sufficient loss protection given the
substantial asset quality issues still facing the Company.
Moreover, DBRS will look to the Company's ability to generate
revenues and control expenses to provide sufficient and
sustainable income before provisions and taxes.  If the investment
is not completed, DBRS believes that PCBC would have a higher
likelihood of being seized by the regulators resulting in
additional ratings pressure, absent the Bank's Deposit rating.


PACIFICHEALTH LABORATORIES: Earns $136,700 in Q2 Ended June 30
--------------------------------------------------------------
PacificHealth Laboratories, Inc., filed its quarterly report on
Form 10-Q, reporting net income of $136,725 on $2,554,306 of
revenue for the three months ended June 30, 2010, compared to net
income of $12,922 on $2,725,055 of revenue for the same period of
2009.

The Company's balance sheet as of June 30, 2010, showed
$2,432,594 in total assets, $1,292,586 in total liabilities, and
stockholders' equity of $1,140,008.

The Company has incurred significant operating losses and has an
accumulated deficit of $19,019,545 as of June 30, 2010.  These
factors raise substantial doubt about the Company's ability to
continue as a going concern, according to the Form 10-Q

A full-text copy of the Quarterly Report is available for free at:

               http://researcharchives.com/t/s?6829

                 About PacificHealth Laboratories

Matawan, N.J.-based PacificHealth Laboratories, Inc., develops
protein-based nutritional products that activate biochemical
pathways to enhance muscle endurance and additionally the specific
peptides involved in appetite regulation.

As reported in the Troubled Company Reporter on April 7, 2010,
Weiser LLP, in Edison, N.J., expressed substantial doubt about the
Company's ability to continue as a going concern after auditing
the Company's financial statements for the year ended December 31,
2009.  The independent auditors noted of the Company's recurring
operating losses and negative cash flows from operations.


PARAMOUNT RESOURCES: Posts $38-Mil. Net Loss for June 30 Quarter
----------------------------------------------------------------
Paramount Resources Ltd. filed its interim financial statements
with the Securities and Exchange Commission, reporting a net loss
of $28.80 million on $38.66 million of total revenue for the three
months ended June 30, 2010, compared with a net loss of
$2.58 million on $36.38 million of total revenues for the same
period a year earlier.

The Company's balance sheet at June 30, 2010, showed $1.14 billion
in total assets, $416.07 million in total liabilities, and
Stockholders' equity of $732.89 million.

A full-text copy of the Company's financial statements is
available for free at http://ResearchArchives.com/t/s?6820

                      About Paramount Resources

Paramount Resources Ltd. is a Calgary, Alberta based exploration
and production company that produced approximately 11,000 barrels
of oil equivalent per day (net) in 2009.  Production was primarily
natural gas.

                           *     *     *

Paramount Resources carries 'B' issuer credit ratings from
Standard & Poor's.

Paramount carries a 'B3' corporate family rating from Moody's
Investors Service.  As reported in the TCR on July 16, 2010,
Moody's said the upgrade to 'B3' reflects Paramount's demonstrated
ability to navigate challenging industry and capital market
conditions and maintain a base level of production through prudent
capital and liquidity management.   The upgrade also reflects
Paramount's substantial alternate liquidity through the value in
its equity investments.   Paramount's operating environment,
however, will remain challenging given the company's very high F&D
and operating cost profile, according to Moody's.


PAUL MADISON: Section 341(a) Meeting Scheduled for September 2
--------------------------------------------------------------
The U.S. Trustee for Region 11 will convene a meeting of Paul C.
Madison's creditors on September 2, 2010, at 1:30 p.m.  The
meeting will be held at 219 South Dearborn, Office of the U.S.
Trustee, 8th Floor, Room 802, Chicago, Illinois 60604.

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

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

Chicago, Illinois-based Paul C. Madison filed for Chapter 11
bankruptcy protection on July 28, 2010 (Bankr. N.D. Ill. Case No.
10-33558).  Ernesto D. Borges, Esq., at Law Offices of Ernesto
Borges, serves as counsel to the Debtor.  The Debtor estimated its
assets and debts at $10 million to $50 million in its Chapter 11
petition.


PAUL MADISON: Wants Filing of Schedules Extended Until Aug. 27
--------------------------------------------------------------
Paul C. Madison asks the U.S. Bankruptcy Court for the Northern
District of Illinois to extend the deadline for the filing of his
lists of creditors, schedules of assets and liabilities and
statement of financial affairs until August 27, 2010.

The Debtor says that he needs additional time because the
bankruptcy counsel needs to complete the investigation and
verification of the Debtor's assets, liabilities and prepetition
financial affairs.

Paul C. Madison filed for Chapter 11 on July 28, 2010 (Bankr. N.D.
Ill. Case No. 10-33558).  Ernesto D. Borges, Esq., at Law Offices
of Ernesto Borges, assists the Debtor in his restructuring effort.
The Debtor estimated his assets and debts at $10 million to
$50 million as of the Petition Date.


PHEASANT RUN: Plan of Reorganization Wins Court Approval
--------------------------------------------------------
The Hon. Anthony J. Metz of the U.S. Bankruptcy Court for the
Southern District of Indiana confirmed Pheasant Run Apartments,
L.P.'s reorganization plan.

As reported in the Troubled Company Reporter on May 26, 2010, the
Plan provides for the Reorganized Debtor to use the cash and
liquidated assets to fund the payments due.  The remaining funds
will be retained by the Reorganized Debtor to be used in the
ordinary course of business to maintain the operation of the
rental property and to fund the installment payments due after the
effective date of the Plan.

Under the Plan:

  * The secured claim of Republic Bank to be paid in accordance
    with the modification agreement between the bank and
    the Debtor.

  * Each unsecured creditor with a general unsecured claim not
    exceeding $15,000 -- grouped under the "convenience class" --
    will receive a distribution of 100% of the allowed amount of
    its claims, of which 50% will be paid on or before 45 days
    after the effective date.

  * Each holder of general unsecured claims in excess of more than
    $15,000 will receive a distribution of 100% of the allowed
    amount of its claims in biannual installments of 12.5% each
    made by the Reorganized Debtor over the course of 4.5 years.

  * Equity holders are not entitled to any distribution until all
    of the classes are paid in full.

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

                About Pheasant Run Apartments, L.P.

Indianapolis, Indiana-based Pheasant Run Apartments, L.P.,
operates a 20-acre, 184-unit apartment complex.  The Company filed
for Chapter 11 bankruptcy protection on March 11, 2010 (Bankr.
S.D. Ind. Case No. 10-03060).  Scott N. Schreiber, Esq., at Stahl
Cowen Crowley Addis, LLC, represents the Debtor.  According to the
schedules, the Company has assets of $10,711,300, and total debts
of $10,463,300.


PINNACLE GAS: Shareholders OK Sale to Scotia Waterous
-----------------------------------------------------
Pinnacle Gas Resources, Inc.'s majority of shareholders, including
a majority of shareholders unaffiliated with DLJ Merchant Banking
Partners III, L.P. or the Company's chief executive officer or
chief financial officer, voted to approve the acquisition of
Pinnacle by Powder Holdings, LLC, an entity controlled by Scotia
Waterous (USA) Inc. in a cash transaction for $0.34 per share of
common stock.  The number of votes cast for adoption of the merger
agreement represented approximately 72.6% of the aggregate voting
power of the Company's common stock outstanding and entitled to
vote.

The Company anticipates that the closing will occur during the
third quarter, subject to the satisfaction of customary closing
conditions and the receipt of waivers from the Company's lender,
The Royal Bank of Scotland plc.

In connection with the transaction, FBR Capital Markets & Co.
acted as financial advisor to the Special Committee.

                          About Pinnacle

Pinnacle Gas Resources, Inc., is an independent energy company
engaged in the acquisition, exploration and development of
domestic onshore natural gas reserves.  It focuses on the
development of coalbed methane (CBM) properties located in the
Rocky Mountain region.  Pinnacle holds CBM acreage in the Powder
River Basin in northeastern Wyoming and southern Montana as well
as in the Green River Basin in southern Wyoming.  Pinnacle Gas
Resources was founded in 2003 and is headquartered in Sheridan,
Wyoming.

                           *     *     *

As reported in the Troubled Company Reporter on March 23, 2010,
Pinnacle Gas Resources, Inc., received written notice from The
Nasdaq Stock Market, Inc., that because the Company has not
regained compliance with the $1.00 minimum bid price requirement
in Listing Rule 5450(a)(1) by the March 16, 2010 expiration of the
180-day compliance period for this requirement, the Company's
common stock would be delisted from The Nasdaq Global Market
unless the Company requests an appeal of this determination to a
Nasdaq Hearings Panel no later than 4:00 p.m. Eastern Time on
March 23, 2010.


PIONEER VILLAGE: U.S. Trustee Forms 5-Member Creditors Panel
------------------------------------------------------------
Robert D. Miller, Jr., the U.S. Trustee, appointed five members to
the official committee of unsecured creditors in the Chapter 11
case of Pioneer Village Investments, LLC.

The Creditors Committee members are:

1. Peggy P. Eccles Revocable Living Trust
   Attn: Melvin D. Ferguson
   541 Walnut Ave.
   Klamath Falls, OR 97601
   Tel: (541) 850-2828
   Fax: (541) 883-1923

2. Henry C. Winsor
   1601 Veranda Park Dr. No. 2
   Medford, OR 97504
   Tel: (541) 494-5143

3. Susan Casto
   888 Twin Creeks Crossing
   Central Point, OR 97502

4. Irene Kartsounis
   Attn: Matthew Sutton
   205 Crater Lake Ave.
   Medford, OR 97504
   Tel: (541) 772-8050
   Fax: (541) 772-8077

5. Janice LaMorree
   805 N 5th St., Apt. 110
   Jacksonville, OR 97530
   E-mail: janicelamorree@gmail.com

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

                 About Pioneer Village Investments

Portland, Oregon-based Pioneer Village Investments, LLC, c/o
Farmington Centers, Inc., filed for Chapter 11 on May 13, 2010
(Bankr. D. Ore. Case No. 10-62852).  In its petition, the Debtor
estimated assets and debts of $10 million to $50 million.


PORTER HILLS: S&P Downgrades Ratings on Bonds to 'BB'
-----------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term ratings
and underlying ratings to 'BB' from 'BBB-' on Porter Hills
Presbyterian Village, Mich.'s outstanding bonds that were issued
by various entities.  The outlook is negative.

"The lowered rating reflects S&P's view of Porter Hill's ongoing
sizable operating losses reported for fiscal 2009, as well as for
the unaudited fiscal 2010, coupled with weakened balance sheet
measures," said Standard & Poor's credit analyst Antionette
Maxwell.  "Further weakening the rating is a slight drop in days'
cash on hand in the 2010 fiscal year."

"If operating margins persist at the current level or cash
reserves weaken further, a rating change is likely during the next
review cycle.  However, if Porter Hills delivers on the
operational improvements and is able to strengthen the balance
sheet, the outlook may be revised to stable," Ms. Maxwell said.

Porter Hills is located in Grand Rapids, Mich., and has several
campuses.  Porter Hills also has a foundation, six affordable
housing facilities, and a service company.  Porter Hills Services
provides home health, private duty, rehabilitation, and
transportation services to its residents and members of the
community.


QUALITY HOME: RSUI Files Complaint Over Firm's Claim for Coverage
-----------------------------------------------------------------
Bankruptcy Law360 reports that RSUI Indemnity Co. is fighting
Quality Home Loans Inc.'s attempt to receive coverage for its
Chapter 11 claims, accusing the bankrupt home mortgage lender and
its directors of hoodwinking RSUI at the time the policy was
signed.  RSUI filed a complaint Monday in the U.S. Bankruptcy
Court for the Central District of California, saying Quality
Home's directors knew the company was potentially breaching its
fiduciary duties, according to Law360.

Headquartered in Agoura Hills, California, Quality Home Loans --
http://www.qualityhomeloans.com/-- was an equity lender.  The
Company and three of its affiliates filed for Chapter 11
protection on August 2007 (Bankr. C.D. Calif. Lead Case No.
07-13006).  Mike D. Neue, Esq., at Irell & Manella, L.L.P.,
represents the Debtors in their restructuring efforts.  Alan J
Friedman, Esq., at Irell & Manella, L.L.P., represents David
Gould, the Chapter 11 Trustee.  Winston & Strawn LLP represents
the Official Committee of Unsecured Creditors.  Quality Home
estimated assets of $1 million to $100 million, and debts of more
than $100 million in its Chapter 11 petition.


QUALITY INFUSION: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Quality Infusion Care, Inc.
        6300 Ricmond Avenue, Suite 333
        Houston, TX 77057
        Tel: (713) 621-4464

Bankruptcy Case No.: 10-36675

Chapter 11 Petition Date: August 3, 2010

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

Judge: Jeff Bohm

Debtor's Counsel: Gregg K. Saxe, Esq.
                  LAW OFFICE OF GREGG SAXE, P.C.
                  6300 Richmond Avenue, Suite 200
                  Houston, TX 77057
                  Tel: (713) 995-5733
                  Fax: (713) 995-5122
                  E-mail: gsaxe@sbcglobal.net

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

Estimated Debts: not indicated

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

The petition was signed by James R. Rutherford, president.


RAAM GLOBAL: S&P Assigns Corporate Credit Rating at 'B-'
--------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' corporate
credit rating to Lexington, Ky.-based E&P company RAAM Global
Energy Co.  The outlook is stable.  In addition, Standard & Poor's
assigned a 'B-' issue-level rating (the same as the corporate
credit rating) to RAAM's proposed $200 million senior unsecured
notes due 2015 offering.  The recovery rating on this debt is '3',
indicating expectations of meaningful (50%-70%) recovery in the
event of a default.  RAAM plans to use the proceeds from the notes
offering to repay all the debt outstanding under the revolving
facility and for future capital expenditure plans.

"The rating on RAAM reflects the company's limited and small
reserve base and low production, very short reserve life,
meaningful exposure to low natural gas prices, and concerns about
the winding down of a relatively high priced hedge position," said
Standard & Poor's credit analyst Aniki Saha-Yannopoulos.  In
addition, the ratings are based on the company's position as an
E&P company operating in the Gulf of Mexico and in a highly
cyclical, capital-intensive, and competitive industry.  The
ratings also reflect the company's low leverage and adequate
liquidity.  The company plans to use proceeds from the notes
offering to pay off borrowing under its revolving credit facility
and fund future capital expenditure plans.  Pro forma for the
notes offering, RAAM will have $225 million in adjusted debt.

The company has a small reserve base of 118.5 billions of cubic
feet equivalent with production of about 66.3 million cubic feet
per day for 2009.  Natural gas accounts for 40% and 70% of the
company's reserves and production, respectively.  Almost 73% of
the production is from the company's offshore assets: Breton Sound
53 field and fields on the outer continental shelves (in federal
water).  The remaining production is from the onshore conventional
plays on the coasts of Louisiana and Texas.  For 2010 and 2011 the
company plans to grow its production through its onshore assets
and the Breton Sound field.  The company's management has been
operating these assets since the 1980s.  The company expects to
spend almost $250 million in 2010 and 2011 for growing production
and reserves.

The stable outlook reflects the company's low debt leverage,
adequate liquidity, and S&P's expectation that the company will
manage its liquidity sufficiently.  The company is attempting to
diversify its production away from natural gas and the Gulf of
Mexico.  The risk is if the company is unsuccessful, it could
quickly erode its liquidity while its production profile abruptly
deteriorates.  Although the company has operated its assets for a
long period of time, S&P would consider lowering the ratings if
its production rapidly deteriorates either due to hurricanes or
operational issues.  S&P would also review the ratings following
any deterioration in the company's liquidity or financial
measures.  In S&P's view, a positive rating action is unlikely
given its assessment of the company's current business risk.


RCC NORTH: Sole Member Raintree Corporate Will Infuse Capital
-------------------------------------------------------------
RCC North LLC submitted to the U.S. Bankruptcy Court for the
District of Arizona a proposed Plan of Reorganization and an
explanatory Disclosure Statement.

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

According to the Disclosure Statement, the Plan will be funded by
operation of the property and a capital infusion in the amount of
the new value by the Debtor's sole member, Raintree Corporate
Center Holdings, LLC, or the successful bidder, if an auction is
held.  RCCH will place $250,000 in escrow in the trust account of
the Debtor's bankruptcy counsel on or before the confirmation
date.

                       Treatment of Claims

The secured claims of US Bank, N.A., as Trustee for the Registered
Holders of Merrill Lynch Mortgage Trust 2006-C1, Commercial
Mortgage Pass-Through Certificates, Series 2006-C1, will be
limited to the value of its collateral ($27,100,000), which US
Bank asserts.  The remainder of US Bank's Allowed Claim will be
treated as a general unsecured claim in Class 5.

Commencing on the effective date, the allowed secured claim of
Maricopa County, Arizona, if any, will be paid in equal quarterly
payments of principal and interest over a term of 1 year.
Interest will accrue and will be paid at the statutory rate plus
2%.

The allowed secured claim of the law firm of Fennemore Craig
will include interest at the Plan rate from the date that the
amount due and owing to Fennemore Craig first became 60 days past
due until the effective date of the Plan.

The Debtor will pay interest on Larson Allen's claim at the rate
of 1.5% per month, Larson Allen's allowed secured claim will
include interest at the Plan rate from the date that the amount
due and owing to Larson Allen first became 60 days past due until
the effective date of the Plan.

Eye Level Holdings' reimbursement claim will be satisfied and paid
in full by Eye Level Holdings setting off against the monthly rent
owing by Eye Level Holdings to the Reorganized Debtor.

The allowed unsecured claims in this Class will be treated as:

   i) allowed unsecured claims will share, pro rata, in a
      distribution of $500,000 in cash paid by the Reorganized
      Debtor, from the new value contribution, on the 90th day
      following the effective date of the Plan.

  ii) the Reorganized Debtor will issue to each holder of an
      allowed unsecured claim its pro rata portion of a $5 million
      subordinated debenture payable to holders of allowed
      unsecured claims. The Subordinated Debenture will not accrue
      interest.

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

The Debtor is represented by:

     John J. Hebert, Esq.
     Mark W. Roth, Esq.
     Philip R. Rudd, Esq.
     POLSINELLI SHUGHART PC
     3636 North Central Avenue, Suite 1200
     Phoenix, AZ 85012
     Tel: (602) 650-2000
     Fax: (602) 264-7033
     E-mail: jhebert@polsinelli.com
             mroth@polsinelli.com
             prudd@polsinelli.com

                        About RCC North LLC

Scottsdale, Arizona-based RCC North LLC owns and operates two
Class A office buildings and the related corporate campuses known
as Phase I and Phase II of the Raintree Corporate Center located
north of the northeast corner of Loop 101 (Pima Freeway) and
Raintree Drive, at 15333 North Pima Road and 15111 North Pima
Road, respectively, in Scottsdale, Arizona.

The Company filed for Chapter 11 bankruptcy protection on April
15, 2010 (Bankr. D. Ariz. Case No. 10-11078).  The Company
estimated its assets and debts at $50 million to $100 million in
its Chapter 11 petition.


REDDY ICE: Posts $2.1 Million Net Income for June 30 Quarter
------------------------------------------------------------
Reddy Ice Holdings Inc. reported financial results for the second
quarter and six months ended June 30, 2010.

Revenues for the second quarter of 2010 were $104.2 million,
compared to $99.9 million in the same quarter of 2009.  The
Company's net income was $2.1 million in the second quarter of
2010, compared to net income of $8.2 million in the same period of
2009.  Net income per diluted share was $0.09 in the second
quarter of 2010 compared to net income per diluted share of $0.37
in the same period of 2009.

Adjusted EBITDA, defined as earnings before interest, taxes,
depreciation and amortization, and the effects of certain other
items was $28.4 million in the second quarter of 2010 versus
$30.1 million in the same period of 2009.

"Revenues for the second quarter of 2010 reflect a more stable,
although still challenging, economic environment, improved weather
conditions as compared to 2009 and the impacts of increased
competitive activity," commented Chief Executive Officer and
President Gilbert M. Cassagne.  "During the quarter, we
experienced higher costs in connection with customer startup and
transition activities and in response to peak demand in certain
markets while operational initiatives were in startup mode.
However, volumes appear to be stabilizing and showing signs of
improvement.  We are cautiously optimistic that our strategic
initiatives and recent trends will lead to improved results over
the balance of the year."

Revenues in the first six months of 2010 were $140.1 million,
compared to $142.1 million in the same period of 2009.  The
Company's net loss was $20.5 million in the first six months of
2010, compared to a net loss of $3.7 million in the same period of
2009.  Net loss per share was $0.91 in the first six months of
2010, compared to a net loss per share of $0.17 in the same period
of 2009.  Included in the 2010 results are $2.0 million of costs
related to the ongoing antitrust investigations and related
litigation, compared to $3.3 million in the same period of 2009.
In March 2010, the Company refinanced substantially all of its
debt.  The Company issued $300 million in principal amount of
11.25% Senior Secured Notes due 2015, $139.4 million in principal
amount of 13.25% Senior Secured Notes due 2015, entered into a
$35 million revolving credit facility with a group of banks and
entered into a facility for the issuance of cash collateralized
letters of credit.  As a result of these financing transactions,
the Company recognized $6.2 million of expenses in the first six
months of 2010 related to fees, expenses and the write-off of
certain debt issuance costs related to the debt that was repaid.
Adjusted EBITDA was $16.6 million in the first six months of 2010
versus $25.0 million in 2009.

Effective August 4, 2010, the Company expanded the size of its
revolving credit facility from $35 million to $50 million.

In connection with the ongoing acquisition strategy, six
acquisitions were completed during the second quarter of 2010,
bringing the year-to-date total to eight.  The six acquisitions
had an aggregate purchase price of approximately $8.4 million,
bringing the year-to-date total to $9.2 million.  Annual revenues
and Adjusted EBITDA associated with these eight acquisitions are
approximately $7.1 million and $2.4 million, respectively.  The
Company is continuing to evaluate acquisition opportunities as
part of its ongoing acquisition strategy.

A full-text copy of the Company's earnings release is available
for free at http://ResearchArchives.com/t/s?6821

                        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, deferred taxes and other liabilities,
net of $17,957,000, and stockholders' deficit of $13,457,000.

                          *     *     *

Reddy Ice carries 'B-' issuer credit ratings, with "negative"
outlook, from Standard & Poor's, and 'B2' corporate family and
probability default ratings, with "negative" outlook, from
Moody's.


REMEDIATION FINANCIAL: Plan Outline Hearing Continued Until Dec. 1
------------------------------------------------------------------
The Hon. Charles G. Case II of the U.S. Bankruptcy Court for the
District of Arizona has continued until December 1, 2010, at
11:00 a.m., the hearing to consider the adequacy of the
information in the disclosure statement explaining RFI Realty,
Inc., et al.'s proposed Chapter 11 Plan.  The hearing will be held
at Courtroom No. 601, 230 N First Ave., Phoenix Arizona.

The Debtors also have until:

   -- November 12 to circulate a redline of their amended
      disclosure statement; and

   -- November 22 to file statements of remaining unresolved
      issues with Debtors' amended disclosure statement.

As reported in the Troubled Company Reporter on June 24, the Plan
is based upon "several major settlements and agreements" entered
into by the Debtors during the Chapter 11 proceedings.  The Plan
implements the key agreements, which create a very substantial
fund for the remediation of the real property, provide for the
sale of substantially all of the Debtors' assets, and otherwise
settle and resolve claims.

The Plan provides for the payment in full of all administrative
claims and expenses and all other claims.  Sale proceeds will be
used to pay past or future priming liens as may be necessary to
fund operating and administrative payments.  The necessity for the
priming liens is reduced to the extent that administrative and
operating expenses are able to be funded from unencumbered sources
and from the buyer's periodic payments made under SunCal Santa
Clarita, L.L.C. PSA.  The Debtors expect to need to draw a priming
lien to the extent that unencumbered sources and the interim
payments under the SunCal PSA are insufficient to provide for
adequate budgeted reserves, and meet administrative and operating
obligations.

The Posta Bella Lenders Settlement budgeted for operating and
administrative expenses and provided sources for the expenses both
in the monthly budget and budgeted from the sales proceeds at
closing of a sale of a real property.

Claims for remediation, as the claims of the Castaic Lake Water
Agency litigation settlement Agreement Plaintiffs and The
California Department of Toxic Substances Control are to be funded
as directed and provided in the CCSA and CLWA settlement from the
funds om deposit in SF Escrow 1 and SF Escrow 2 and other sources
for remediation.

The Plan does not provide for any distribution on account of
claims made by insider unsecured creditors.

The Plan allocates an amount for unsecured claims that are not for
remediation in the Santa Clarita, L.L.C. estate as a percentage
(3.28%) of funds remaining, which are funds available for
distribution after payment of higher priority claims.  The Debtors
estimate that the allocation with produce funds totaling
$1 million to non-insider SCLLC unsecured claims.  The Debtors do
not believe that non-insider SCLLC allowed claims will be paid in
full.

The Plan provides for no distribution to holders of interests.
The Plan provides for interests to remain subject to the voting
trust until the bankruptcy cases are closed.

Pursuant the CCSA, Bermite Recovery, L.L.C., has the right to
borrow up to $7 million secured by a lien with priority over all
existing liens.  The Debtors have negotiated with First Credit
Bank to provide a first position secured credit facility to
Bermite for up to $7 million in the event the financing is
necessary.  The Debtors do not intend to draw the FCB line unless
the buyer terminates the SunCal PSA.

A full-text copy of the Disclosure Statement is available for free
at http://researcharchives.com/t/s?4a8a

The Debtors are represented by:

     C. Taylor Ashworth, Esq.
     Alisa C. Lacey, Esq.
     Christopher Graver, Esq.
     STINSON MORRISON HECKER LLP
     1850 N. Central Avenue, Suite 2100
     Phoenix, AZ 85004-4584
     Tel: (602) 279-1600
     Fax: (602) 240-6925

                  About Remediation Financial

Headquartered in Phoenix, Arizona, Remediation Financial Inc., now
known as RFI Realty, Inc., is a real estate developer.
Remediation Financial and Santa Clarita, L.L.C., filed for
Chapter 11 bankruptcy protection on July 7, 2004 (Bankr. D. Ariz.
Case No. 04-11910).  RFI Realty Inc. filed on June 15, 2004
(Bankr. D. Ariz. Case No. 04-10486) and Bermite Recovery LLC filed
on Sept. 30, 2004 (Bankr. D. Ariz. Case No. 04-17294).  The cases
are jointly administered under RFI Realty Inc.

No official committee of unsecured creditors has been appointed in
this case.  Remediation Financial estimated assets of more than
$100 million and debts of $10 million to $50 million in its
Chapter 11 petition.


RM HOTELS: U.S. Trustee Unable to Form Creditors Committee
----------------------------------------------------------
The Office of the U.S. Trustee for Region 21 notified the U.S.
Bankruptcy Court for the Northern District of Georgia that it was
unable to appoint an official committee of unsecured creditors in
the Chapter 11 case of RM Hotels, Inc.

Atlanta, Georgia-based RM Hotels, Inc., filed for Chapter 11
bankruptcy protection on May 18, 2010 (Bankr. N.D. Ga. Case No.
10-74708).  The Debtor is represented by Frank B. Wilensky, Esq.,
at Macey, Wilensky, Kessler & Hennings, LLC.  The Debtor scheduled
total assets of $18,723,400 and total liabilities of $11,631,559
as of the Petition Date.


ROBINO-BAY: Section 341(a) Meeting Scheduled for September 1
------------------------------------------------------------
The U.S. Trustee for Region 3 will convene a meeting of the
creditors of Robino-Bay Court Plaza, LLC, and Robino-Bay Court
Pad, LLC, on September 1, 2010, at 10:00 a.m.  The meeting will be
held at US District Court, 844 King St., Room 5209, Wilmington,
Delaware.

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.

Wilmington, Delaware-based Robino-Bay Court Plaza, LLC, filed for
Chapter 11 bankruptcy protection on July 28, 2010 (Bankr. D. Del.
Case No. 10-12376).  The Debtor is represented by John D.
McLaughlin, Jr., Esq., at Ciardi Ciardi & Astin.  The Debtor
estimated its assets and debts at $10 million to $50 million in
its Chapter 11 petition.

An affiliate, Robino-Bay Court Pad, LLC, filed a separate Chapter
11 petition on July 28, 2010 (Case No. 10-12377), estimating its
assets at $500,001 to $1 million and debts at $1 million to $10
million as of the Petition Date.


ROBINO-BAY: Wants Filing of Schedules Extended Until Sept. 27
-------------------------------------------------------------
Robino-Bay Court Plaza, LLC, and Robino-Bay Court Pad, LLC, ask
the U.S. Bankruptcy Court for the District of Delaware to extend
the deadline for the filing of schedules of assets and liabilities
and statements of financial affairs for an additional 40 days or
until September 27, 2010.

The Debtors do not believe that they can finalize the schedules
before the initial August 12, 2010 deadline established by the
U.S. Bankruptcy Code.

Wilmington, Delaware-based Robino-Bay Court Plaza, LLC, filed for
Chapter 11 bankruptcy protection on July 28, 2010 (Bankr. D. Del.
Case No. 10-12376).  The Debtor is represented by John D.
McLaughlin, Jr., Esq., at Ciardi Ciardi & Astin.  The Debtor
estimated its assets and debts at $10 million to $50 million in
its Chapter 11 petition.

An affiliate, Robino-Bay Court Pad, LLC, filed a separate Chapter
11 petition on July 28, 2010 (Case No. 10-12377), estimating its
assets at $500,001 to $1 million and debts at $1 million to $10
million as of the Petition Date.


RYLAND GROUP: Files Quarterly Report on Form 10-Q With SEC
----------------------------------------------------------
The Ryland Group Inc. filed its quarterly report on Form 10-Q with
the Securities and Exchange Commission.

For the second quarter ended June 30, 2010, the Company reported a
consolidated net loss of $21.8 million, or $0.49 per diluted
share, compared to a consolidated net loss of $73.7 million, or
$1.70 per diluted share, for the same period in 2009.

The Company's balance sheet at June 30, 2010, showed
$1.733 billion in total assets, $1.115 billion in total
liabilities, and stockholder's equity of $618.26 million.

A full-text copy of the Company's earnings release is available
for free at http://ResearchArchives.com/t/s?6760

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?683b

                        About Ryland Group

Headquartered in Calabasas, California, The Ryland Group, Inc.
(NYSE: RYL) -- http://www.ryland.com/-- is one of the nation's
largest homebuilders and a leading mortgage-finance company.
Since its founding in 1967, Ryland has built more than 285,000
homes and financed more than 240,000 mortgages.  The Company
currently operates in 15 states and 19 homebuilding divisions
across the country and is listed on the New York Stock Exchange
under the symbol "RYL."

                           *     *      *

As reported by the Troubled Company Reporter on June 21, 2010,
Fitch Ratings has affirmed Ryland Group, Inc.'s ratings -- Issuer
Default Rating at 'BB'; and Senior unsecured debt at 'BB'.  The
Rating Outlook has been revised to Stable from Negative.

Ryland Group carries Moody's "Ba3" corporate family rating, "Ba3"
probability of default rating, "Ba3" senior unsecured notes
rating, and "SGL-2" speculative grade liquidity rating.  Ryland
Group carries Standard & Poor's Ratings Services' 'BB-' corporate
credit and senior unsecured note ratings.


SAINT VINCENTS: Seeks to Sell Brooklyn Nursing Homes for $47-Mil.
-----------------------------------------------------------------
Dow Jones Daily Bankruptcy Review reports that St. Vincent's
Hospital, which is selling off its assets after closing down its
landmark Greenwich Village medical center, wants bankruptcy court
approval to sell two Brooklyn nursing homes for about $47 million.
The sale is subject to higher and better offers.

           About Saint Vincent Catholic Medical Centers

Saint Vincent Catholic Medical Centers -- http://www.svcmc.org/--
is anchored by St. Vincent's Hospital Manhattan, an academic
medical center located in Greenwich Village and the only emergency
room on the Westside of Manhattan from Midtown to Tribeca, St.
Vincent's Westchester, a behavioral health hospital in Westchester
County, and continuing care services that include two skilled
nursing facilities in Brooklyn, another on Staten Island, a
hospice, and a home health agency serving the Metropolitan New
York area.  Its behavioral health services also provide supportive
housing programs for people with mental illness throughout the
Metropolitan area.  Saint Vincent's is the designated provider for
the New York and New Jersey region of the US Family Health Plan
sponsored by the US Department of Defense.  Saint Vincent's serves
as the academic medical center of New York Medical College in New
York City. The healthcare organization is sponsored by the Roman
Catholic Bishop of Brooklyn and the president of the Sisters of
Charity of New York.

Saint Vincent Catholic Medical Centers of New York and six of its
affiliates filed for Chapter 11 protection on July 5, 2005 (Bankr.
S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary Ravert, Esq.,
and Stephen B. Selbst, Esq., at McDermott Will & Emery, LLP, filed
the Debtors' Chapter 11 cases.  On September 12, 2005, John J.
Rapisardi, Esq., at Weil, Gotshal & Manges LLP took over
representing the Debtors in their restructuring efforts.  Martin
G. Bunin, Esq., at Thelen Reid & Priest LLP, represented the
Official Committee of Unsecured Creditors.  As of April 30, 2005,
the Debtors listed $972 million in total assets and $1 billion in
total debts.  The Court confirmed the Debtors' Chapter 11 plan on
July 27, 2007.

St. Vincent Catholic Medical Centers and its affiliates returned
to the bankruptcy court by filing another Chapter 11 petition on
April 14, 2010 (Bankr. S.D.N.Y. Case No. 10-11963).  The new
petition listed assets of $348 million against debt totaling
$1.09 billion.  Adam C. Rogoff, Esq., and Kenneth H. Eckstein,
Esq., at Kramer Levin Naftalis & Frankel LLP, assist the Debtors
in their restructuring effort.  The Debtors' special counsel is
Garfunkel Wild, P.C., while their Crisis Management Team is led by
Grant Thornton LLP.  The Debtors' Chief Restructuring Officer is
Mark E. Toney.


SAVANNAH GATEWAY: Court Confirms Plan of Reorganization
-------------------------------------------------------
The Hon. Arthur B. Briskman of the U.S. Bankruptcy Court for the
Middle District of Florida confirmed Savannah Gateway West, LLC's
Plan of Reorganization.

As reported in the Troubled Company Reporter on April 27, 2010,
according to the Disclosure Statement, the Plan provides that the
Reorganized Debtors will continue operating their respective
reorganized businesses with low operating expenses.  The Plan
also contemplates that the Debtors will execute new mortgage
agreements with RBC (USA) Bank, N.A. and Gulfstream Capital
Corporation.  The Plan designates seven separate classes of claims
and interests, and contemplates paying these classes of claims
over time.

Under the Plan:

   * Holders of secured claims (Classes 1 to 3) will receive
     payment equal to 100% of their Allowed Secured Claims, over
     time.

   * Holders of Allowed Unsecured Claims (Class 4) will receive
     payment equal to 100% of their Allowed Unsecured Claims, over
     time.  In full satisfaction of their claims, unsecured
     creditors will receive their pro rata share of 20% of any net
     profit of any future sales of parcels after the mortgages
     held by RBC and Gulfstream are paid, up to their allowed
     secured claim amount.

   * Holders of equity interests (Classes 5 to 7) will provide new
     value in the form of an infusion of capital in exchange for
     retaining their equity interests in the Debtors.  The
     infusion of capital will be used to fund an interest.

A full-text copy of the Disclosure Statement, as amended, is
available for free at:

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

                  About Savannah Gateway West, LLC

Orlando, Florida-based Savannah Gateway West, LLC, operates a real
estate business.  The Company filed for Chapter 11 bankruptcy
protection on October 30, 2009 (Bankr. M.D. Fla. Case No. 09-
16576).  R Scott Shuker, Esq., at Latham Shuker Eden & Beaudine
LLP, represents the Debtor in the Chapter 11 case.  The Debtor
estimated assets and debts of $10 million to $50 million in its
Chapter 11 petition.


SEITEL INC: Posts Lower Net Loss of $22.6MM in Q2 2010
------------------------------------------------------
Seitel, Inc., announced Wednesday its financial results for the
second quarter ended June 30, 2010.  Revenue for the second
quarter was $33.0 million compared to $22.4 million during the
second quarter of 2009.  Total resale revenue increased
$14.3 million, or 110%, partially offset by a $3.5 million, or
42%, reduction in acquisition revenue.

Revenue for the six months ended June 30, 2010, was $65.3 million
as compared to $57.2 million for the same period in 2009.  The 14%
increase in revenue was primarily due to an increase in resale
revenue of $22.1 million partially offset by a $13.4 million
decrease in acquisition revenue.  Solutions revenue was
$2.0 million for the 2010 first six months, a decrease of $504,000
from the same period in 2009.

Cash resales for the quarter were $31.6 million compared to
$7.2 million for the second quarter of last year, a 336% increase.
For the six months ended June 30, 2010, cash resales were
$52.4 million, an increase of 204% as compared to the same period
in 2009.  Cash resales, a non-GAAP financial measure, represent
new contracts for data licenses from the Company's library,
payable in cash.  The Company believes this measure is helpful in
gauging new business activity.

For the second quarter of 2010, the net loss was $22.6 million as
compared to the 2009 second quarter net loss of $28.0 million.
For the first half of 2010, the net loss was $44.8 million as
compared to the 2009 first half loss of $50.5 million.

Cash EBITDA, defined as cash resales and solutions revenue less
cash operating expenses (excluding various non-recurring items),
was $25.9 million for the second quarter of 2010 as compared to
$3.3 million in the second quarter of 2009.  Cash EBITDA was
$42.0 million in the first six months of 2010 compared to
$8.5 million for the same period last year.

"The level of cash resales we have achieved in 2010 is a
significant improvement over the 2009 levels and, in fact, is on
par with the level of activity we had in the first six months of
2008," commented Rob Monson, president and chief executive
officer.  "The data we have in unconventional resource plays in
both the U.S. and Canada are the key drivers of our cash resales,
generating 64% of our cash resales in the second quarter.  At the
same time, activity levels in conventional areas have shown
improvement since 2009."

The Company's cash balances on June 30, 2010, were $41.3 million,
an increase of $14.7 million during the quarter.  Cash EBITDA of
$25.9 million was offset by net cash capital expenditures for the
quarter of $2.6 million and an increase in working capital of
$8.7 million primarily due to the Company's higher level of cash
resales.

The Company's balance sheet at March 31, 2010, showed
$477.6 million in total assets, $475.3 million in total
liabilities, and stockholders' equity of $2.3 million.

A full-text copy of the press release is available for free at:

               http://researcharchives.com/t/s?6816

                       About Seitel, Inc.

Based in Houston, Seitel, Inc. -- http://www.seitel-com/--  is a
provider of seismic data to the oil and gas industry in North
America.  Seitel's data products and services are critical for the
exploration for, and development and management of, oil and gas
reserves by oil and gas companies.  Seitel has ownership in an
extensive library of proprietary onshore and offshore seismic data
that it has accumulated since 1982 and that it licenses to a wide
range of oil and gas companies.

                         *     *     *

Seitel Inc. carries a 'CCC' corporate credit rating from Standard
& Poor's Ratings Services.  In March 2010, S&P affirmed the 'CCC'
corporate credit and revised the outlook to "developing" from
"negative."  S&P said it could raise the rating if financial
performance continues to improve on terms similar to fourth-
quarter 2009 results and the company is able to maintain adequate
liquidity to fund its August 2010 interest payment.  However, S&P
also remains highly concerned about the possibility of a decline
in natural gas drilling activity later this year and into 2011,
which could quickly lead to liquidity problems for the company.


SEQUENOM INC: Posts $59 Million Net Loss for June 30 Quarter
------------------------------------------------------------
Sequenom Inc. reported its financial results for the second
quarter ended June 30, 2010.

Second Quarter Results

   * Total revenue for the second quarter of 2010 grew 24% to
     $11.4 million, compared with $9.2 million for the second
     quarter of 2009.  The increase in revenue was primarily due
     to higher system and consumables sales over the same period
     last year.

   * Net loss for the second quarter of 2010 was $59.1 million, or
     $0.86 per share, compared with $20.2 million, or $0.33 per
     share, for the second quarter of 2009.  Net loss includes a
     non-cash charge by the company of $40.3 million for shares of
     common stock to be issued in conjunction with the settlement
     of the consolidated federal class action lawsuits plus a
     $1.5 million fixed charge related to the settlement of the
     consolidated derivative litigation.

   * Net cash used in operating activities was $7.7 million for
     the second quarter of 2010.

The company's balance sheet for June 30, 2010, showed
$105.94 million in total assets, $57.69 million in total current
liabilities, $283,000 deferred revenue, $3.02 million other long-
term liabilities, $1.34 million long-term portion of debt and
obligations, and stockholders' equity of $43.59 million.

Gross margin for the second quarter of 2010 was 61% compared with
66% for the second quarter of 2009, reflecting increased costs
associated with the start-up of the diagnostics business and
changes in the mix of products sold in the genetic analysis
business.

Research and development expenses were $10.4 million for the
second quarter of 2010, compared with $10.2 million for the same
period in the prior year.

Selling, general and administrative expenses of $13.7 million for
the second quarter of 2010 decreased from $15.1 million compared
with the second quarter of 2009.  The decrease was primarily due
to a decrease in legal expenses, lower share based compensation
expense, and reduced consulting fees.

Total costs and expenses for the second quarter of 2010 were
$70.4 million, compared with $29.5 million for the comparable
quarter in 2009.  The increase in total costs primarily reflects
the aforementioned non-cash charge in connection with the
settlement of the consolidated federal class action lawsuit.  For
the three months ended June 30, 2010 and 2009, the company
recorded $2.7 million and $3.2 million, respectively, of stock-
based compensation expense.

Six-Month Results

   * Revenue for the first six months of 2010 totaled $22.0
     million, compared with $17.9 million for the first six months
     of 2009.

   * Cost of product and services revenues for the first six
     months of 2010 was $9.7 million, compared with $6.6 million
     reported for the first six months of 2009.

   * Gross margin for the first six months of 2010 was 56%,
     compared to 63% for the first six months of 2009.

   * Total costs and expenses for the first six months of 2010
     were $97.9 million, versus $55.9 million for the comparable
     period in 2009.  For the six months ended June 30, 2010 and
     2009, the company recorded $5.2 million and $6.2 million,
     respectively, of stock-based compensation expense.

   * Net loss for the first six months of 2010 was $76.1 million,
     or $1.17 per share, compared with $37.7 million, or $0.62 per
     share for the comparable period in 2009.  Net loss included
     the non-cash charge of $40.3 million for shares of common
     stock to be issued in conjunction with the settlement of
     the consolidated federal class action lawsuits plus a
     $1.5 million fixed charge related to the settlement of the
     consolidated derivative litigation.

     Cash, Cash Equivalents and Available for Sale Securities

As of June 30, 2010, Sequenom had total cash and short-term
marketable securities of $67.7 million.  During the second
quarter, the company received net proceeds of $47.8 million from a
private placement of 12.435 million shares of its common stock in
May 2010.

"We achieved a number of milestones during the second quarter,"
stated Harry F. Hixson, Jr., Ph.D., chairman and chief executive
officer.  "We remain on schedule with our Trisomy 21 test
development, and I am optimistic that we will be able to initiate
our blinded validation studies later this year.  I am pleased that
we resolved many of our outstanding legal issues, as this will
allow us to focus on achieving the remaining milestones of our
2010 business plan."

Paul V. Maier, chief financial officer, stated, "From a revenue
perspective the Genetic Analysis business continues to perform
well, with good year-over-year growth.  With a capital infusion of
approximately $48 million from our recently completed private
placement, we have a solid financial foundation on which to
continue to build out a successful diagnostics franchise."

A full-text copy of the Company's earnings release is available
for free at http://ResearchArchives.com/t/s?6827

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?6828

                         About Sequenom

Sequenom, Inc. (NASDAQ: SQNM) -- http://www.sequenom.com/-- is a
life sciences company committed to improving healthcare through
revolutionary genetic analysis solutions. Sequenom develops
innovative technology, products and diagnostic tests that target
and serve discovery and clinical research, and molecular
diagnostics markets. The company was founded in 1994 and is
headquartered in San Diego, California.

                          *     *     *

Ernst & Young LLP of San Diego, California, has expressed
substantial doubt against Sequenom's ability as a going concern.
The auditor noted that the Company has incurred recurring
operating losses and does not have sufficient working capital to
fund operations through 2010.


SHARPER IMAGE: CEO to Settle Avoidance Suit for $3 Million
----------------------------------------------------------
Bankruptcy Law360 reports that Sharper Image Corp. has won
approval from U.S. Bankruptcy Judge Kevin Gross for a settlement
with its CEO, Richard Thalheimer, who has agreed to pay the
Debtor's estate $3.3 million to settle a $6 million avoidance
suit.  Mr. Thalheimer did not admit to any wrongdoing as part of
the settlement.

                      About Sharper Image

Headquartered in San Francisco, California, Sharper Image Corp. --
http://www.sharperimage.com/-- was a multi-channel specialty
retailer.  It operated in three principal selling channels: the
Sharper Image specialty stores throughout the U.S., the Sharper
Image catalog and the Internet.  The Company has operations in
Australia, Brazil and Mexico.  In addition, through its Brand
Licensing Division, it was also licensing the Sharper Image brand
to select third parties to allow them to sell Sharper Image
branded products in other channels of distribution.

The Company filed for Chapter 11 protection on February 19, 2008
(Bankr. D. Del. Case No. 08-10322).  Judge Kevin Gross presides
over the case.  Harvey R. Miller, Esq., Lori R. Fife, Esq., and
Christopher J. Marcus, Esq., at Weil, Gotshal & Manges, LLP,
serve as the Debtor's lead counsel.  Steven K. Kortanek, Esq.,
and John H. Strock, Esq., at Womble, Carlyle, Sandridge & Rice,
P.L.L.C., serve as the Debtor's local Delaware counsel.

An official committee of unsecured creditors has been appointed in
the case.  Cooley Godward Kronish LLP is the Committee's lead
bankruptcy counsel.  Whiteford Taylor Preston LLC is the
Committee's Delaware counsel.

When the Debtor filed for bankruptcy, it listed total assets of
$251,500,000 and total debts of $199,000,000.  As of June 30,
2008, the Debtor listed $52,962,174 in total assets and
$39,302,455 in total debts.

Sharper Image sought and obtained the Court's approval to change
its name to "TSIC, Inc." in relation to an Asset Purchase
Agreement by the Debtor with Gordon Brothers Retail Partners, LLC,
GB Brands, LLC, Hilco Merchant Resources, LLC, and Hilco Consumer
Capital, LLC.


SKILLED HEALTHCARE: Wants New Trial on $677MM Case; Talks Ongoing
-----------------------------------------------------------------
Skilled Healthcare Group, Inc., said in a statement that it filed
a motion for mistrial or new trial on grounds of "juror
misconduct" with the Superior Court of the State of California,
County of Humboldt, in the case entitled VINNIE LAVENDER, by and
through her Conservator, WANDA BAKER, WALTER SIMON; JACQUELYN
VILCHINSKY vs. SKILLED HEALTHCARE GROUP, INC., et al (and 22
individually-named California nursing facilities receiving
administrative services from Skilled Healthcare, LLC).

As previously disclosed, the Company entered into a stipulation
with the other parties to the case pursuant to which, among other
things, the plaintiffs agreed not to seek any relief to convert
the previously announced $677 million jury verdict in the
litigation to a judgment and the Company and other defendants
agreed not to file a voluntary petition for relief in any United
States Bankruptcy Court prior to 8:30 a.m. on August 9, 2010.
This stipulation has not been extended; however, settlement
discussions in this case are ongoing.

"Although we maintain that this matter should have been rejected
by the court at the outset, the loss of our right to a fair and
impartial jury cannot be ignored," said Boyd Hendrickson, Chairman
and Chief Executive Officer of Skilled Healthcare Group, Inc.  "I
was astonished by the evidence we learned about this juror's
concealed bias and apparent pernicious conduct that ultimately
resulted in an egregious verdict.  We take patient care very
seriously and firmly believe that these skilled nursing companies
are adequately and appropriately staffed."

                About Skilled Healthcare Group

Skilled Healthcare Group, Inc. --
http://www.skilledhealthcaregroup.com/-- based in Foothill Ranch,
California, operates long-term care facilities and provides a
variety of post-acute care services.  The company operates skilled
nursing facilities, assisted living facilities, hospice and home
health locations.  Further, the company provides ancillary
services such as physical, occupational and speech therapy in its
facilities and unaffiliated facilities and is a member of a joint
venture providing institutional pharmacy services in Texas.
Skilled Healthcare recognized revenues of approximately $761
million for the trailing 12-month period ended March 31, 2010.

On July 7, 2010 the company announced that a jury in Humboldt
County, California returned a verdict against the company with
initial damages awarded to plaintiffs amounting to $671 million.
Reportedly, the $671 million is composed of $613 million in
statutory damages and $58 million in restitutionary damages.  The
case related to a California statute that requires nursing homes
to maintain 3.2 nursing hours per patient per day.  The total
damages were assessed at a rate of $500 per-patient per-day that
the 22 nursing facilities involved in the suit were in violation
of the law.

Following the verdict, S&P lowered the Company's corporate credit
rating to 'CCC' from 'B+'.  The Company carries a 'B2' corporate
family rating, under review for downgrade, from Moody's Investors
Service.


SMITHTOWN BANCORP: Posts $29.2 Million Net Loss in Q2 2010
----------------------------------------------------------
Smithtown Bancorp, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $29.2 million for the three months ended
June 30, 2010, compared to net income of $3.4 million for the same
period of 2009.  Net interest income (before provision for loan
losses) increased $1.6 million, or 9.95%, to $17.9 million,
compared to $16.3 million for the same period of 2009.

The Company made a $27.5 million provision for loan losses for the
three-month period ended June 30, 2010.  Provision for loan losses
for the same period of 2009 was $1.8 million.

The net loss for the six months ended June 30, 2010, totaled
$43.0 million, or $2.90 per diluted share, while net income for
the same period in 2009 totaled $7.0 million, or $0.56 per diluted
share.

The Company's balance sheet as of June 30, 2010, showed
$2.307 billion in total assets, $2.211 billion in total
liabilities, and stockholders' equity of $95.6 million.

                        Written Agreement

On June 22, 2010, Smithtown Bancorp, Inc., entered into a Written
Agreement with the Federal Reserve Bank of New York.  The Written
Agreement incorporates the provisions of the Consent Agreements
that the Company's wholly owned subsidiary, Bank of Smithtown,
entered into with the Federal Deposit Insurance Company and the
New York State Banking Department on January 29, 2010, and
similarly requires that the Company obtain the approval of the FRB
prior to paying a dividend.

Cash dividends will remain suspended and the Company will continue
to defer interest payments on its trust preferred securities.
Dividends cannot be paid to common shareholders until all deferred
interest payments on the trust preferred securities are brought
current.

           Proposed Plan of Merger with People's United

On July 15, 2010, the Company and People's United Financial, Inc.
of Bridgeport, Connecticut announced a definitive agreement under
which People's United will acquire the Company in a cash and stock
transaction valued at roughly $60 million, or $4.00 per share.

Under the agreement, People's United will acquire the Company for
roughly $30 million in cash and 2.14 million shares of People's
United common stock, valued in the aggregate at roughly
$30 million based on the 5-day average closing price of People's
United common stock for the period ended July 14, 2010.

The definitive agreement has been unanimously approved by the
respective boards of directors of People's United and the Company.
The Company will merge into People's United, and the Bank, will
simultaneously merge into People's United Bank, People's United's
banking subsidiary.  The value of the consideration a shareholder
of the Company will receive for each share of Company common stock
is equivalent in the aggregate to 0.1430 shares of People's United
common stock and $2.00 in cash.  Shareholders of the Company as of
the record date for the special shareholders meeting to vote on
the transaction will be entitled to elect for each share held
whether to receive shares of People's United common stock or cash,
subject to reallocation if either cash or stock is oversubscribed.

The actual value of the merger consideration to be paid upon
closing to each shareholder of the Company will depend on the
average People's United stock price shortly prior to completion of
the merger, and the exact amount of cash payable per common share
of the Company and the exact number of shares to be issued per
common share of the Company will be determined at that time based
on the average People's United stock price, so that each share of
the Company receives consideration with approximately the same
value.  Receipt of People's United common stock is expected to be
tax-free to shareholders of the Company.

The transaction is subject to approval by bank regulatory
authorities and by the shareholders of the Company.  People's
United shareholder approval is not required.  The transaction is
expected to close in the fourth quarter 2010.

                       Going Concern Doubt

If the People's United merger is not consummated, the Company may
not be able to raise any additional capital and, if it could raise
any additional capital, such capital is likely to be extremely
dilutive to the Company's existing shareholders.  In addition, the
Company may not be able to find another merger partner or
acquirer.  In such circumstances, a failure to raise such capital
or to find another merger partner or acquirer could result in
further and more severe regulatory actions against the Company and
the Bank thereby giving rise to substantial doubt as to the
Company's ability to continue as a going concern.

A full-text copy of the Quarterly Report is available for free at:

               http://researcharchives.com/t/s?681f

                     About Smithtown Bancorp

Hauppauge, N.Y.-based Smithtown Bancorp, Inc. (NASDAQ: SMTB)
-- http://www.bankofsmithtownonline.com/-- is the parent holding
company of Bank of Smithtown, a 100 year-old community bank with
approximately $2.3 billion in assets and 30 branches on Long
Island and in Manhattan.


SPONGETECH DELIVERY: Former Executives Indicted for Fraud
---------------------------------------------------------
Dow Jones' DBR Small Cap reports that former top executives of
Spongetech Delivery Systems Inc. -- Michael Metter, the former
chief executive, and Steven Moskowitz, the chief financial officer
-- were charged last week in a six-count indictment with for
allegedly defrauding investors by reporting falsely and grossly
overstated sales figures.  The former executives were originally
arrested in the matter in May.

Dow Jones relates a lawyer for Mr. Moskowitz declined comment
Friday, while a lawyer for Mr. Metter didn't immediately respond
to a request for comment.  Mr. Metter's lawyer has previously said
his client "vigorously denies" the allegations.  Dow Jones says
the executives are expected to be arraigned on the charges at a
hearing on Tuesday.

                     About Spongetech Delivery

New York-based Spongetech Delivery Systems Inc. distributes a line
of hydrophilic polyurethane and polyurethane sponge cleaning and
waxing products.  Spongetech filed for Chapter 11 bankruptcy
protection on July 9, 2010 (Bankr. S.D.N.Y. Case No. 10-13647).
The Company estimated $10 million to $50 million in total assets
and $1 million to $10 million in total liabilities.  An affiliate,
Dicon Technologies, LLC, filed a separate Chapter 11 petition on
June 24, 2010 (Bankr. S.D.N.Y. Case No. 10-41275).

The Hon. Stuart M. Bernstein in July 2010 authorized Tracy Hope
Davis, the Acting U.S. Trustee for Region 2, to appoint a Chapter
11 trustee for Spongetech Delivery Systems, Inc.  The U.S. Trustee
sought permission from Judge Bernstein to appoint a Chapter 11
trustee or, in the alternative, convert the Debtor's Chapter 11
bankruptcy case to Chapter 7.

Edward Neiger, Esq., at Neiger, LLP, and M. David Graubard, Esq.,
at Kera & Graubard, assist the Debtors in their restructuring
efforts.


STANDARD FORWARDING: Case Dismissed; To Pay Unsecured Creditors
---------------------------------------------------------------
The Hon. Thomas L. Perkins of the U.S. Bankruptcy Court for the
Central District of Illinois dismissed the Chapter 11 case of
Standard Forwarding Co., Inc., because of no likelihood of
rehabilitation.  The Debtor also related that its estate continues
to diminish by accruing administrative expenses.  The Official
Committee of Unsecured Creditors also sought for the dismissal of
the Debtor's case.

The Court's order dismissing the case also provides that the
Debtor is also directed to pay unsubordinated prepetition claims
of general unsecured creditors.

Standard Forwarding Co., Inc., is a less-than-truckload trucker
based in East Moline, Illinois.  It filed for Chapter 11
bankruptcy protection on November 13, 2009 (Bankr. C.D. Ill. Case
No. 09-83707).  Erich Buck, Esq., in Chicago, Illinois, represents
the Debtor.  The Company estimated $10 million to $50 million in
assets and debts in its Chapter 11 petition.


STATE FARM FLORIDA: AM Best Cuts Financial Strength Rating to B-
----------------------------------------------------------------
A.M. Best Co. has downgraded the financial strength rating to B-
(Fair) from B (Fair) and issuer credit rating to "bb-" from "bb"
of State Farm Florida Insurance Company (State Farm Florida)
(headquartered in Winter Haven, FL).  The outlook for both ratings
is negative.

The rating downgrades and outlook are based on State Farm
Florida's continued significant deterioration in earnings and
risk-adjusted capitalization in recent years and the expectation
that some deterioration may continue over the near term. State
Farm Florida's deterioration has been driven by a sharp decline in
net premiums written due to policy non-renewals, wind mitigation
discounts, reinsurance costs and inadequate rates.  In addition,
due to its geographic business concentration, the company's gross
probable maximum loss from a 100-year hurricane is well in excess
of its surplus.  Although State Farm Florida maintains a
comprehensive catastrophe reinsurance program, a high net
retention relative to its surplus exposes its capital position to
catastrophic loss accumulation, even from relatively modest
weather-related events.

Partially offsetting these negative rating factors is the explicit
and implicit support of its parent company, State Farm Mutual
Automobile Insurance Company (State Farm Mutual).  This support
has been historically demonstrated in terms of State Farm Florida
issuing multiple surplus notes to State Farm Mutual in exchange
for cash, as well as State Farm Mutual continuing to be a
significant participant in State Farm Florida's catastrophe
reinsurance program.  Although the parent has continued to provide
significant support to State Farm Florida, A.M. Best believes
further capital support will be required in the case of a
significant catastrophic event.  Based on State Farm Mutual's
history of supporting the majority of its separately capitalized,
stand-alone subsidiaries, A.M. Best anticipates that the claims
paying ability of State Farm Florida will be maintained
commensurate with its revised ratings in the event of frequent
and/or severe hurricane activity.

Favorably impacting the ratings is the recent agreement rendered
with the Florida Office of Insurance Regulation, with respect to
certain risk mitigation efforts.  This agreement has resulted in
more favorable pricing relative to risk exposure and a non-renewal
of certain high risk policies, which is anticipated to
significantly reduce State Farm Florida's exposure to weather-
related events over the long term.


STORM KING: Files Schedules of Assets & Liabilities
---------------------------------------------------
Storm King Golf Club, Inc., has filed with the U.S. Bankruptcy
Court for the Southern District of New York its schedules of
assets and liabilities, disclosing:

  Name of Schedule                    Assets           Liabilities
  ----------------                    ------           -----------
A. Real Property                   $12,000,000
B. Personal Property                  $117,126
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                       $1,618,546
E. Creditors Holding
   Unsecured Priority
   Claims                                                      $0
F. Creditors Holding
   Unsecured Non-priority
   Claims                                                $107,309
                                   -----------        -----------
      TOTAL                        $12,117,126         $1,725,855

Cornwall, New York-based Storm King Golf Club, Inc., filed for
Chapter 11 bankruptcy protection on July 28, 2010 (Bankr. S.D.N.Y.
Case No. 10-37256).  Lewis D. Wrobel, Esq., in Poughkeepsie, New
York, represents the Debtor in its Chapter 11 case.


STORM KING: Section 341(a) Meeting Scheduled for August 25
-----------------------------------------------------------
The U.S. Trustee for Region 2 will convene a meeting of Storm King
Golf Club, Inc.'s creditors on August 25, 2010, at 2:00 p.m.  The
meeting will be held at Office of the United States Trustee, 355
Main Street, Poughkeepsie, NY 12601.

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.

Cornwall, New York-based Storm King Golf Club, Inc., filed for
Chapter 11 bankruptcy protection on July 28, 2010 (Bankr. S.D.N.Y.
Case No. 10-37256).  Lewis D. Wrobel, Esq., in Poughkeepsie, New
York, represents the Debtor in its Chapter 11 case.  The Debtor
scheduled $12,117,126 in assets and $1,725,855 in debts as of the
Petition Date.


STORM KING: Taps Lewis Wrobel as Bankruptcy Counsel
---------------------------------------------------
Storm King Golf Club, Inc., asks for permission from the U.S.
Bankruptcy Court for the Southern District of New York to employ
the law firm of Lewis D. Wrobel, Esq., as bankruptcy counsel.

The firm will:

     a. give legal advice with respect to the powers and duties in
        the continued operation of the business and management of
        the property of the Debtor;

     b. take necessary action to void liens against the Debtor's
        property;

     c. prepare petitions, schedules, orders, pleadings and other
        legal papers; and

     d. perform all other legal services for the Debtor.

The firm will be paid based on the hourly rates of its personnel:

        Attorney                        $330
        Paralegal                     $125-$175

Lewis Wrobel, the principal at the firm, assures the Court that he
is "disinterested" as that term is defined in Section 101(14) of
the Bankruptcy Code.

Cornwall, New York-based Storm King Golf Club, Inc., filed for
Chapter 11 bankruptcy protection on July 28, 2010 (Bankr. S.D.N.Y.
Case No. 10-37256).  The Debtor scheduled $12,117,126 in assets
and $1,725,855 in debts as of the Petition Date.


SUNRISE SENIOR: Earns $46.8 Million in Q2 Ended June 30
-------------------------------------------------------
Sunrise Senior Living, Inc., filed its quarterly report on Form
10-Q, reporting net income of $46.8 million on $349.1 million of
revenue for the three months ended June 30, 2010, compared to a
net loss of $81.6 million on $359.7 million of revenue for the
same period of 2009.

Included in discontinued operations for the second quarter of 2010
is a gain on German debt restructuring of $52.0 million, compared
to an impairment loss relating to the nine German communities of
($52.4) million in the second quarter of 2009.  Discontinued
operations consist primarily of the Company's German communities,
eight of which are under contract for sale, two communities sold
in the first quarter of 2010, 22 communities which were sold in
2009, the Company's Trinity subsidiary which ceased operations in
the fourth quarter of 2008, one community which closed in 2009 and
the Company's Greystone subsidiary which was sold in 2009.

The Company's balance sheet as of June 30, 2010, showed
$821.3 million in total assets, $754.2 million in total
liabilities, and stockholders' equity $67.1 million.

At June 30, 2010, debt that is in default totaled $70.3 million.
The Company is seeking waivers with respect to all defaults and is
seeking to reach negotiated settlements with its various creditors
to preserve its liquidity and to enable it to continue operating.
However, these conditions raise substantial doubt about the
Company's ability to continue as a going concern.

A full-text copy of the Quarterly Report is available for free at:

               http://researcharchives.com/t/s?6839

                       About Sunrise Senior

McLean, Va.-based Sunrise Senior Living, Inc. (NYSE: SRZ)
-- http://www.sunriseseniorliving.com/-- is a provider of senior
living services in the United States, Canada, the United Kingdom
and Germany.  At June 30, 2010, the Company operated 356
communities, including 307 communities in the United States, 15
communities in Canada, seven communities in Germany and 27
communities in the United Kingdom, with a total unit capacity of
roughly 35,400.

As reported in the Troubled Company Reporter of March 3, 2010,
Ernst & Young LLP, in McLean Va., expressed substantial doubt
about the Company's ability to continue as a going concern.
The independent auditors noted that the Company cannot borrow
under its bank credit facility and the Company has significant
debt maturing in 2010 which it does not have the ability to repay.


TEXACO INC: Bankruptcy Judge Blocks 20-Year-Old Cleanup Claims
--------------------------------------------------------------
Bankruptcy Law360 reports that a bankruptcy court judge has
blocked a Louisiana real estate company from pursuing breach of
contract and cleanup costs claims against Texaco because the
plaintiffs missed the bar date for general unsecured claims more
than 20 years ago.

As reported in the TCR on August 5, U.S. Bankruptcy Judge Robert
Drain has ruled that Texaco Inc. can reopen its 1987 bankruptcy to
stop a lawsuit by Louisiana property owners seeking damages for
alleged toxic waste contamination.  The judge said that the claims
against Texaco and its successors were discharged in accordance
with the court order approving its Chapter 11 plan.  Judge Drain
granted Texaco's request to re-open the bankruptcy case to enforce
that order.

Bloomberg News recounts that Kling Realty Co. and Walet Planting
Co. sued Texaco and Chevron USA Inc. in 2006, seeking damages for
the alleged contamination.  According to a complaint filed in 2006
of Iberia, Louisiana, property belonging to Kling and Walet was
fouled with drilling fluids, hydrocarbons, radioactive materials
and waste identified as human carcinogens.  The plaintiffs said
waste from oil and gas exploration by Texaco or predecessors since
the 1930s was also ignored and concealed as the company continued
to do work on the site.

Martin Bienenstock, Esq., a lawyer for Texaco, said that because
the claims were made on land where oil and gas production had
stopped before Texaco's bankruptcy, they were subject to a
discharge when the company went through Chapter 11.  "The
discharge of all claims remains in effect forever.  The passage of
time doesn't change that," Mr. Bienenstock said.

Reorganized Texaco is represented by:

     Martin J. Bienenstock, Esq.
     Philip Abelson, Esq.
     Henry Ricardo, Esq.
     DEWEY & LEBOEUF, LLP
     1301 Avenue of the Americas
     New York, NY 10019-6092
     Telephone: 212-259-8530
     Facsimile: 212-259-6333
     E-mail: mbienenstock@dl.com
             pabelson@dl.com
             hricardo@dl.com

Respondents Kling Realty et al. is represented by:

     Leslie Margaret Kelleher, Esq.
     CAPLIN & DRYSDALE, LLP
     One Thomas Circle, Washington, DC 20005
     Telephone: 202-862-7819
     Facsimile: 202-429-3301
     E-mail: lmk@capdale.com

          - and -

     William E. Steffes, Esq.
     STEFFES, VINGIELLO & MCKENZIE, LLC
     13702 Coursey Boulevard, Building 3
     Baton Rouge, LA 70817
     Telephone: 225-751-1751
     Facsimile: 225-751-1998

Texaco, Inc., and two of its wholly owned subsidiaries, Texaco
Capital Inc., and Texaco Capital N.V., sought chapter 11
protection (Bankr. S.D.N.Y. Case Nos. 87-B-20142 through 87-B-
20144) on Apr. 12, 1987, represented by the law firm of Weil,
Gotshal & Manges, LLP.  Lawyers at Kramer, Levin, Nessen, Kamin &
Frankel, represented the General Creditors' Committee, and lawyers
at Cleary, Gottlieb, Steen & Hamilton, represented the Industry
Creditors' Committee.  These two unsecured creditors' committees
were merged at the Debtor's behest by order of the Honorable
Howard Schwartzberg, 79 B.R. 560, on Nov. 12, 1987.  Lawyers at
Keck, Mahin & Cate represented the Equity Committee.  Lawyers at
Levin & Weintraub & Crames in New York, Stutman, Triester & Glass,
P.C., in Los Angeles, and Baker & Botts  in Houston, Tex.,
represented Penzoil Company, Texaco's largest creditor.


TEXAS CLASSIC: Reorganization Case Converted to Ch. 7 Liquidation
-----------------------------------------------------------------
The Hon. Jeff Bohm of the U.S. Bankruptcy Court Southern District
of Texas converted the Chapter 11 case of Texas Classic Homes, LP,
to one under Chapter 7 of the Bankruptcy Code.

Richmond, Texas-based Texas Classic Homes, LP, filed for Chapter
11 on November 3, 2009 (Bankr. S.D. Tex. Case No. 09-38472).  Jack
Nicholas Fuerst, Esq., at Jack N. Fuerst & Associates, P.C.,
represents the Debtor in the Chapter 11 case.  The Company has
scheduled assets of $10,293,577, and total debts of $6,608,751 as
of the Petition Date.


TEXAS RANGERS: Court Confirms Ch. 11 Plan to Sell to Ryan Group
---------------------------------------------------------------
U.S. Bankruptcy Judge Stacey G. C. Jernigan on August 5 confirmed
the fourth amended version of the Prepackaged Plan of
Reorganization of Texas Rangers Baseball Partners.

On Thursday, the Court declared as moot the Rangers' motion to
sell its assets pursuant to 363 of the Bankruptcy Code.

Jacqueline Palank and Eric Morath at Dow Jones Daily Bankruptcy
Review report that Judge Jernigan's confirmation order clears the
way for the group of Hall of Fame pitcher Nolan Ryan, and
Pittsburgh sports attorney and minor-league team owner Charles
Greenberg to purchase the Texas Rangers.

Dow Jones relates that at the start of Thursday's hearing, the
main bankruptcy judge in the case, D. Michael Lynn, congratulated
all involved for the auction's "remarkable result" -- a deal
topping the Ryan group's original offer by about $100 million --
despite a contentious 12 hours of negotiations and bidding against
a rival group led by Dallas Mavericks owner Mark Cuban.

The Ryan group's bid consists of $385 million in cash and the
assumption of $208 million in liabilities.  The sale proceeds will
be distributed under the Chapter 11 plan to satisfy all of the
team's creditors.

The deal remains subject to the approval of 75% of Major League
Baseball team owners.  Commissioner Bud Selig has previously
expressed his preference for an acquisition by the Ryan-led group.

Mr. Cuban and fellow investor Jim Crane, a Houston businessman,
made a final offer of about $581 million for the Rangers before
conceding the win to Mr. Ryan.  Dow Jones relates Judge Mr. Lynn
praised Mr. Cuban on Thursday.

Mr. Ryan's group was the team's chosen buyer when it filed for
bankruptcy on May 24.  The group, known as Rangers Baseball
Express LLC, initially offered to pay $306.7 million in cash and
assume certain liabilities for a total bid worth more than
$500 million.

The Plan also provides that, among other things, the MLB's
postpetition claim will be subject to Bankruptcy approval instead
of being paid full in cash from the proceeds of the asset purchase
agreement.  A full-text copy of the Plan is available for free at
http://bankrupt.com/misc/TexasRangers_4thAPlan.pdf

The Court ruled that the confirmation order will be effective and
enforceable unless stayed by a court of competent jurisdiction
prior to 12:00 p.m. (Central Time), on August 10.  The Court will
supplement the order with appropriate findings and conclusions by
12:00 p.m., on August 10.

               About Texas Rangers Baseball Partners

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.


TIMOTHY WRIGHT: Plan Confirmation Hearing Set for August 25
-----------------------------------------------------------
The Hon. Sarah S. Curley of the U.S. Bankruptcy Court for the
District of Arizona will consider on August 25, 2010, at
10:00 a.m., confirmation of Timothy Ray Wright's proposed Plan of
Reorganization.  The hearing will be held at 230 North First Ave.,
7th Floor, Courtrrom 701, Phoenix, Arizona.  Objections, if any,
are due five days prior to the hearing date.

According to the explanatory Disclosure Statement, the Plan
provides that the Debtor will have the authority to sell or
refinance individual real properties subject to secured claims
(Classes 2.A. through 2.Y).  The secured claims will be satisfied
from the sales or refinancing of individual real properties.

Holders of general unsecured claims will receive distributions
from the initial distribution and the quarterly distributions
thereafter based on these in the minimum amount of 1% of their
allowed claim.

Under the Plan, Mr. Wright will retain his interest in his
property subject to the terms of the Plan subject to the rights of
creditors and the Debtor's compliance with the obligations imposed
upon him pursuant to the Plan.

Under the Plan, funds to be used to make payments will be derived
from these sources: (a) operation of the business prior to the
effective date including the collection of rents on the Debtor's
real properties leased to third-party tenants; (b) the operation
of the Debtor's business on and after the effective date including
the collection of rents on the Debtor's real properties leased to
third-party tenants; (c) the sale of real property in the ordinary
course of the Debtor's business on and after the effective date;
(d) the refinancing of real property in the ordinary course of the
Debtor's business on and after the effective date; and (e) the
enforcement of the Debtor's rights as a creditor against debtor
tenants and other debtors owing money to the Debtor.

A full-text copy of the Disclosure Statement, as amended, is
available for free at:

     http://bankrupt.com/misc/TimothyRayWright_DS78.pdf

                     About Timothy Ray Wright

Phoenix, Arizona-based Timothy Ray Wright -- dba Timothy R. Wright
and Timothy Wright -- filed for Chapter 11 bankruptcy protection
on December 14, 2009 (Bankr. D. Ariz. Case No. 09-32244).  Howard
C. Meyers, Esq., at Burch & Cracchiolo, P.A., assists the Debtor
in his restructuring effort.  The Debtor estimated assets and
debts at $10 million to $50 million in his Chapter 11 petition.


TRI-VALLEY CORP: Posts $4.2 Million Net Loss in Q2 2010
-------------------------------------------------------
Tri-Valley Corporation reported a net loss of $4.2 million, or
$(0.11) per share, in the second quarter of 2010 compared with a
net loss of $2.2 million, or $(0.08) per share, in the same
quarter of 2009.

Total revenues for the second quarter increased to $1.6 million
from $509,713 in the second quarter of 2009.  Oil and gas revenues
grew 50% from the year ago level to $465,216, reflecting
significantly higher production in the quarter and higher oil
prices.  Second quarter production totaled 6,875 barrels of oil
versus 3,816 barrels in the same period of 2009, an increase of
80%.  Total revenues also included a $1.1 million gain on the sale
of assets during the quarter.  Production costs declined 61% from
the second quarter of 2009 primarily due to reductions in contract
labor, repairs, and transportation costs.

In April, the Company executed a $5 million Securities Purchase
Agreement for its common stock and warrants to raise capital to
expand oil and gas production.  The financing had an impact on
costs and expenses in the second quarter.  Total costs and
expenses were $5.8 million compared with $2.7 million in the
second quarter last year.  Included in the current results were
$3.3 million of non-recurring costs associated with the securities
offering in April that included a non-cash warrant expense of
$2.9 million and roughly $400,000 in investment advisory fees and
legal costs.  Excluding gains on the sale of assets and financing
and warrant expenses, net loss for the second quarter of 2010 was
roughly $2.0 million compared with $2.2 million in the comparable
quarter of 2009.

"We made great progress on several key initiatives during the
quarter, increasing oil production and reducing production costs,"
said Maston Cunningham, Tri-Valley's President and CEO, in a news
release by the Company.  He added, "During the quarter we
completed the installation of artificial lift on the four
remaining horizontal wells at the Pleasant Valley oil sands
project in Oxnard, California, and we completed 30-day extended
steam cycles on four of those wells.  In June, we reinitiated
cyclic steaming at our Claflin project near Bakersfield.
Currently there are seven active production wells at the site.
The result of our efforts has been a 39% increase in total net
production from the first quarter of 2010."

                       Going Concern Doubt

The Company noted in its Form 10-Q explaining its second quarter
results that it is dependent on raising additional capital;
however, certain factors, such as the economic climate and
interest rates, which directly affect the supply of capital, are
beyond the Company's control.  As such, the Company has no
certainty that capital will be available when needed; and these
conditions raise substantial doubt about its ability to continue
as a going concern.

In December 2009, the Company engaged the services of an
investment banking firm to act as financial advisor for Tri-Valley
Corporation.  During fiscal year 2010, the Company intends to
market securities in discreet tranches or offerings with an
aggregate value up to $15 million, and the Company closed its
first tranche for $5.0 million on April 8, 2010.

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

               http://researcharchives.com/t/s?681c

A full-text copy of the Company's earnings release is available
for free at:

               http://researcharchives.com/t/s?681d

                   About Tri-Valley Corporation

Bakersfield, Calif.-based Tri-Valley Corporation (NYSE Amex: TIV)
-- http://www.tri-valleycorp.com/-- explores for and produces oil
and natural gas in California, and has two exploration-stage gold
properties and a high grade calcium carbonate quarry in Alaska.
Tri-Valley is incorporated in Delaware.

The Company's balance sheet as June 30, 2010, showed $11.7 million
in assets, $7.1 million in liabilities, and stockholders' equity
of $4.6 million.

Brown Armstrong Accountancy Corporation, in Bakersfield, Calif.,
expressed substantial doubt about the Company's ability to
continue as a going concern following the 2009 results.  The
independent auditors noted that the Company is dependent on
raising additional capital in order to continue as a going
concern.


TRW AUTOMOTIVE: S&P Raises Corporate Credit Rating to 'BB'
----------------------------------------------------------
Standard & Poor's Ratings Services said it has raised its
corporate credit rating on Livonia, Mich.-based auto supplier TRW
Automotive Inc. to 'BB' from 'BB-'.  The outlook is stable.

At the same time, S&P raised the issue-level ratings on TRW's
various debt issues.

"The upgrade reflects S&P's belief that TRW's creditworthiness has
improved because of the moderate recovery in auto markets,
significant cost-cutting actions that reduced its breakeven level
of sales, and renewed attention to debt reduction and leverage,"
said Standard & Poor's credit analyst Nancy Messer.  "S&P expects
TRW to remain profitable and generate positive cash flow, even if
auto production volumes remain at currently weak levels," she
continued.  S&P now believe TRW can reach and sustain 3.0x
adjusted leverage, with EBITDA of at least $1.2 billion and EBITDA
margin of about 8.5% in 2010 and 2011.  S&P believes these credit
measures can be sustained in 2011, even if sales of light vehicles
fall short of S&P's current projections.

TRW manufactures active and passive auto safety products (58% and
26% of 2009 revenues, respectively) and is a major Tier 1 supplier
to automakers in the global light-vehicle market.

In S&P's opinion, the company demonstrated in the past year its
ability to execute in difficult markets as a supplier to
automakers that require global capabilities, scalability, product
innovation, and solid financial health from their Tier 1
suppliers.

TRW reported better second-quarter earnings and cash flow than S&P
expected, in part because of higher vehicle production in North
America and Europe.  Revenues improved 36%, year over year,
excluding the effect of foreign currency translation.

Still, S&P continues to view TRW's business risk profile as weak,
reflecting the company's dependence on the highly competitive auto
market and its relatively low profitability.  S&P believes the
safety segment in which TRW operates has long-term growth
characteristics but is still highly dependent on automaker
production levels.

Auto markets in the U.S. and Europe appear to be stabilizing,
although S&P expects sales in Europe, a key market for TRW, to
be down in 2010 from 2009 levels.  S&P also expects markets to
remain weak relative to historical levels.  S&P believes North
American light-vehicle sales will increase by about 11% in 2010,
to 11.5 million units (still well below the 2008 level of
13.2 million).  S&P also believes auto registrations in Europe
will decline in 2010, about 10% year over year, partly because
of the cessation of various national scrappage programs that
boosted 2009 sales.  Still, automaker inventory build-up in North
America supported improved revenue for TRW in the first half of
2010; in Europe, some shifts in product mix toward larger vehicles
have helped earnings.

S&P considers TRW's liquidity to be adequate under its criteria.
TRW had balance sheet cash of $767 million as of July 2, 2010.
S&P also expects the company to generate free operating cash flow
of at least $100 million in both 2010 and 2011.

The stable outlook reflects S&P's view that TRW's intermediate-
term financial prospects can support the 'BB' rating, even if
North American and European auto demand remains sluggish, as S&P
expects.

S&P considers an upgrade unlikely in the year ahead, as such an
action would require us to reassess the financial risk profile to
"intermediate" from the "significant" risk score S&P currently
assign to TRW.  S&P would look for these measures as indicators of
an enhanced financial profile: annual free cash generation of
$250 million or better, pension- and lease-adjusted leverage of
2.5x or less, funds from operations to total debt of about 30%,
and total debt to total capital trending toward 50% or lower.

S&P assumes TRW's adjusted leverage could fall to below 2.5x
if, for example, it could sustain annual EBITDA of at least
$1.25 billion.  S&P would also need to believe that any use of its
large cash balances would be consistent with its expectations for
a higher rating.  TRW reported improved financial results for the
first half of 2010 compared with 2009, but S&P believes the 12
months ahead will be more challenging because of its expectations
of weak sales in North America and Europe and the risk that cost-
side pressures, including the risk of higher commodity prices,
could pressure margins.  The highly competitive character of the
industry, which continues to have excess capacity, and TRW's
modest profitability -- characterized by its single-digit EBITDA
margins and return on invested capital that S&P estimate at about
12.5% in 2011 -- constrain the business profile risk score to
"weak" for now.

Alternatively, S&P could lower the ratings if S&P believed auto
industry markets would not improve as S&P assumes or if the
economic recovery falters, thereby preventing the company from
sustaining the financial measures that S&P expects for the 'BB'
rating in 2010 and next year.  S&P could also lower the ratings if
S&P believed cash generation would be compromised in 2010 by lower
vehicle production, a spike in commodity costs, or other factors,
or if TRW makes a transforming acquisition with cash or new debt.
S&P could also lower the ratings if TRW uses cash to fund a
material dividend payout to shareholders or repurchases its common
shares.


US CONCRETE: Inks Redemption Pact with J.V. Partners and Levy
-------------------------------------------------------------
On August 5, 2010, U.S. Concrete, Inc., entered into a Redemption
Agreement with its joint venture partners -- Kurtz Gravel Company,
Superior Holdings, Inc. (f/k/a Superior Redi-Mix, Inc.), BWB, Inc.
of Michigan, Builders' Redi-Mix, LLC, and USC Michigan, Inc. --,
Superior Materials Holding, LLC and Edw. C. Levy Co.  Levy and the
Joint Venture Partners are members of Superior and each hold
"Shares" of Superior, as defined in the Operating Agreement, dated
April 1, 2007, among Levy, the Joint Venture Partners and
Superior.  Superior will redeem all of the Joint Venture Partners'
Shares pursuant to the Redemption Agreement, subject to the
satisfaction of certain conditions.

As consideration for the Redemption, Superior and Levy have agreed
to indemnify the Company and the Joint Venture Partners from and
against all "Adverse Consequences" (as defined in the Redemption
Agreement) arising out of, or relating to or resulting from any of
the following: (i) facts or circumstances that occur on or after
the closing of the Redemption and which relate to the post-closing
ownership or operation of Superior; (ii) the Agreement Approving
Asset Sale with Central States, Southeast Areas Pension Fund,
dated March 30, 2007; (iii) the Company's obligation to provide
retiree medical coverage to current and former Clawson employees
of Superior and its affiliates pursuant to the collective
bargaining agreement between Superior and the Teamster's Local
Union No. 614; and (iv) Superior's anticipated issuance of 500
Shares to a third party prior to the consummation of the
Redemption; provided that the New Joint Venture Partner will
execute a joinder agreement to the Redemption Agreement pursuant
to which the New Joint Venture Partner will become a party to the
Redemption Agreement and become subject to the indemnification
obligations thereunder, as an Indemnifying Party.  The parties to
the Redemption Agreement have also agreed to terminate, amend or
assign certain agreements in connection with the Closing,
including but not limited to the Guaranty made as of April 1,
2007, by the Company in favor of Superior and Levy in connection
with the Contribution Agreement, dated as of March 26, 2007, by
and among Levy, the Joint Venture Partners and Superior.

Under the terms of the Redemption Agreement, Levy will have until
12:00 p.m. midnight Eastern Daylight Time on August 25, 2010, to
exercise its rights under Section 5.4 of the Operating Agreement.
If Levy does not exercise its rights under Section 5.4 of the
Operating Agreement on or before the End Date, all such rights
will be terminated and of no further force or effect as of the End
Date.

The Company and the Joint Venture Partners will pay $640,000 and
issue a $1,500,000 promissory note, in the form attached to the
Redemption Agreement, to Superior at the Closing as partial
consideration for the indemnification and other consideration to
be provided by the Indemnifying Parties pursuant to the Redemption
Agreement.  The Company and the Joint Venture Partners have also
agreed, for a period of five years after the Closing, not to
compete with Superior by, directly or indirectly, engaging in,
owning an interest in, making an investment in, or becoming a
creditor of, or providing any credit to, any business which
manufactures and delivers ready-mix concrete or produces and sells
masonry block and related concrete products in the State of
Michigan, subject to certain exceptions.

The Redemption Agreement will terminate upon the earlier of (i)
September 30, 2010, if the Closing has not occurred by such date;
(ii) such time as the Joint Venture Partners or the Company notify
Levy that a condition to the Closing has become incapable of
fulfillment; (iii) such time as Levy notifies the Company and the
Joint Venture Partners that a condition to the Closing has become
incapable of fulfillment; (iv) the delivery of a written notice by
the Company to Levy on or prior to the Due Diligence End Date that
it is terminating the Redemption Agreement in connection with the
Due Diligence Review; (v) the delivery of a written notice by the
Company or Levy to the other parties to the Redemption Agreement
on or prior to the Negotiation End Date that it is terminating the
Redemption Agreement in connection with the negotiation of the
Final Forms and (vi) the delivery of a written notice by Levy to
the other parties to the Redemption Agreement on or prior to the
Issuance Agreement Deadline that it is terminating the Redemption
Agreement.

A full-text copy of the Redemption Agreement, dated August 5,
2010, among the Company, the Joint Venture Partners and Levy, is
available for free at http://researcharchives.com/t/s?6819

                     About U.S. Concrete

Houston, Tex.-based U.S. Concrete, Inc., aka RMX Industries, Inc.,
is a major producer of ready-mixed concrete, precast concrete
products and concrete-related products in select markets in the
United States.

The Company filed for Chapter 11 bankruptcy protection on
April 29, 2010 (Bankr. D. Del. Case No. 10-11407).  Patrick J.
Nash Jr., Esq., and Ross M. Kwasteniet, Esq., at Kirkland & Ellis
LLP, assist the Company in its restructuring effort as bankruptcy
counsel.  James E. O'Neill, Esq., Laura Davis Jones, Esq., and
Mark M. Billion, Esq., at Pachulski Stang Ziehl & Jones LLP, is
the Company's co-counsel.  Epiq Bankruptcy Solutions is the
Company's claims agent.

According to the schedules, the Company says that assets total
$389,160,000 while liabilities total $399,351,000.

The Debtor's affiliates, Alberta Investments, Inc., et al., filed
separate Chapter 11 petitions on April 29, 2010.

As reported in the Troubled Company Reporter on August 2, 2010,
the Bankruptcy Court has confirmed the Company's Plan of
Reorganization.  As previously announced, the Company's Plan
provides for the conversion of approximately $285 million of
principal amount of 8.375% Senior Subordinated Notes due 2014 into
equity of the reorganized company.  Trade creditors are currently
being paid in full in the ordinary course and are unaffected by
the restructuring.  The Company currently expects to emerge from
Chapter 11 by the end of August 2010.


USEC INC: Makes Minor Amendment to June 30 Form 10-Q
----------------------------------------------------
USEC Inc. filed an amended quarterly report on Form 10-Q for the
quarterly period ended June 30, 2010, with the Securities and
Exchange Commission.  The amendment was filed solely to furnish
the Interactive Data Files as required by Rule 405 of Regulation
S-T.  No other changes have been made to the Company's Form 10-Q

A full-text copy of the Company's Form 10-Q/A is available for
free at http://ResearchArchives.com/t/s?6837

                          About USEC Inc.

Headquartered in Bethesda, Maryland, USEC Inc. (NYSE: USU) --
http://www.usec.com/-- a global energy company, is a supplier of
enriched uranium fuel for commercial nuclear power plants.

The Company's balance sheet at March 31, 2010, showed $3.4 billion
in total assets, $1.0 billion in total current liabilities,
$575.0 million in long term debt, $556.1 million other long-
term liabilities, and stockholder's equity of $1.2 billion.

                           *     *     *

USEC Inc. carries 'Caa1' corporate and probability of default
ratings, with "developing" outlook, from Moody's, and 'CCC+' long
term foreign issuer credit rating and 'CCC-' long term local
issuer credit rating, with outlook "developing", from Standard &
Poor's.

In May 2010, S&P said that its rating and outlook on USEC Inc. are
not affected by the announcement that Toshiba Corp. and Babcock &
Wilcox Investment Co., an affiliate of The Babcock & Wilcox Co.,
have signed a definitive investment agreement for $200 million
with USEC.


VISTEON CORP: Creditors & Equity Classes Voted to Accept the Plan
-----------------------------------------------------------------
After obtaining the bankruptcy court's approval of its fourth
amended disclosure statement on June 28, 2010, Visteon Corporation
commenced the process of soliciting votes on its fourth amended
joint plan of reorganization from eligible stakeholders.  The
voting deadline has now passed and preliminary voting results
indicate that the Plan is fully consensual on a class basis as all
creditor and equity classes have voted to accept the Plan.

Additionally, the company, the investors under the equity
commitment agreement, and the Ad Hoc Equity Committee reached an
agreement under which the AHEC would support and vote in favor of
the Plan, without any modifications to the Plan, and withdraw its
legal challenges to the Plan and supporting agreements in exchange
for the right to participate in the direct purchase commitment
under the equity commitment agreement for 144,456 shares and the
payment on the date of Visteon's exit from bankruptcy of up to
$4.25 million of certain costs and expenses of the members of the
AHEC and their respective advisors.

Also, the subscription deadline for Visteon's $950 million rights
offering to eligible holders of its unsecured senior notes has now
passed and preliminary results indicate that the rights offering
has been oversubscribed.

The bankruptcy court previously reserved Aug. 31, 2010, to
commence a hearing to confirm the Plan to the extent that each
class of claims and interests has voted to accept the Plan
pursuant to section 1126 of the Bankruptcy Code.  Based on the
preliminary voting results, Visteon will seek to go forward with
the confirmation hearing on that date.  Donald J. Stebbins,
chairman and chief executive officer commented on the results
stating, "We are extremely pleased to have our plan supported by
all classes.  This marks an important milestone in Visteon's
successful emergence from our Chapter 11 process."

                        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 begin_of_the_skype_highlighting
215/945-7000      end_of_the_skype_highlighting).


WARNACO GROUP: S&P Raises Corporate Credit Rating From 'BB+'
------------------------------------------------------------
Standard & Poor's Ratings Services said it raised its corporate
credit rating on New York City-based Warnaco Group Inc. (The) to
'BBB-' from 'BB+' and removed all of S&P's ratings from
CreditWatch, where they were placed with positive implications on
Dec. 10, 2009.

The CreditWatch placement reflected S&P's view that Warnaco's
operating performance had been good despite the recession and the
weak retail environment, and credit metrics had remained stronger
than the rating.

At the same time, S&P withdrew its 'BBB' senior secured debt
rating and '1' recovery rating on the company's senior secured
credit facility as S&P does not assign recovery ratings when the
company's corporate credit rating is investment grade.  Also,
S&P withdrew its 'BB+' senior unsecured debt rating and '3'
recovery ratings because the company has repaid the remaining
$110.9 million (principal amount) of 8.875% senior notes due 2013.

"The upgrade reflects Warnaco's very strong credit metrics, which
are well above the medians for the rating," said Standard & Poor's
credit analyst Jayne M. Ross, "but also incorporates S&P's view
that given the company's organic growth initiatives, debt leverage
may moderately increase from current levels over the intermediate
term."


WARNER MUSIC: Posts $55 Million Net Loss for June 30 Quarter
------------------------------------------------------------
Warner Music Group Corp. reported its third-quarter financial
results for the period ended June 30, 2010.

The Company reported a net loss of $55.00 million on
$625.00 million of revenues for the three months ended June 30,
2010, compared with a net loss of $37.00 million on
$773.00 million of revenues for the same period a year earlier.

The Company's balance sheet at June 30, 2010, showed $3.65 million
in total assets, $3.82 billion in total liabilities, and
stockholders' deficit of $174.00 million.

"We remain committed to bringing to market the highest-quality
music when it is best-positioned to succeed artistically and
commercially," said Edgar Bronfman, Jr., Warner Music Group's
Chairman and CEO.  "Despite our anticipated very light release
schedule, this quarter we grew digital revenue to 41% of our U.S.
Recorded Music revenue, maintained U.S. album market share at 21%,
continued to sign and develop some of the industry's most
promising talent to expanded-rights agreements and invested
further in the artist services business-all consistent with our
strategy to build a diversified music company positioned for long-
term success."

"We remain focused on actively managing costs and generating
significant free cash flow," added Steven Macri, Warner Music
Group's Executive Vice President and CFO.  "Our cost-management
initiatives are largely designed to help mitigate the effects of
the recorded music industry transition."

For the quarter, revenue declined 15.7% to $652 million from
$773 million in the prior-year quarter, and was down 15.3% on a
constant-currency basis.  This performance is due to a light
release schedule.  In addition, our revenue results continue to
reflect the transition from physical to digital in the recorded
music industry where increases in digital revenue have not yet
fully offset the declines in physical revenue.

International revenue fell 19.2%, or 18.7% on a constant-currency
basis, while domestic revenue declined 10.9%.  Revenue growth in
the U.K. and Latin America was offset by weakness in the U.S.,
Japan and the rest of Europe.  The overall increase in digital
revenue, primarily as a result of continued global download
growth, was more than offset by contracting demand for physical
product and lower revenue from tours promoted by the company's
European concert promotion business for the quarter.

Digital revenue of $179 million grew 2.3% over the prior-year
quarter, or 1.1% on a constant-currency basis.  Digital revenue
was down 10.1% sequentially from the second quarter of fiscal
2010, or 8.7% on a constant-currency basis, and represented 27.5%
of total revenue for the quarter.  The sequential decline in
digital revenue was primarily due to the timing of releases and
the seasonal pattern of digital consumption.

Operating loss was $1 million compared to operating income of
$25 million in the prior-year quarter. Operating margin was down
3.4 percentage points to 0.2%.  OIBDA decreased 28.9% to
$64 million from $90 million in the prior-year quarter and OIBDA
margin contracted 1.8 percentage points to 9.8%.  Operating income
and OIBDA for the current- and prior-year quarters included the
Severance Charges.

Net loss was $55 million compared with net loss of $37 million in
the prior-year quarter. Severance Charges had a $0.06 per diluted
share impact in the current quarter and a $0.02 per diluted share
impact in the prior-year quarter.  Additionally, interest expense
in the prior-year quarter included $18 million, or $0.12 per
diluted share, of previously unamortized deferred financing fees
related to the company's senior secured credit facility.  These
fees were written off in the prior-year quarter when the company
repaid the credit facility in full.

As of June 30, 2010, the company reported a cash balance of
$400 million, total long-term debt of $1.94 billion and net debt
of $1.54 billion.

Net cash provided by operating activities was $49 million compared
to $11 million in the prior-year quarter.  The increase was
primarily related to the timing of sales and collections.  Free
Cash Flow was $29 million compared to $11 million in the prior-
year quarter.  Unlevered After-Tax Cash Flow was $117 million,
compared to $54 million in the prior-year quarter.

There were cash interest payments of $88 million in the quarter,
compared to $43 million in the prior-year quarter.  Following the
company's May 2009 refinancing, all of the company's cash interest
payments are made semi-annually in the first and third quarters of
the fiscal year.  The company previously made quarterly interest
payments under its senior secured credit facility, which was
retired in May 2009.  Additionally, WMG Holdings Corp.'s senior
discount notes have now accreted to their full principal amount.
As a result, the company has begun to pay interest semi-annually,
resulting in the first cash interest payment on these notes of
$12 million on June 15, 2010.

A full-text copy of the Company's earnings release is available
for free at http://ResearchArchives.com/t/s?6835

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?6836

                     About Warner Music Group

Based in New York, Warner Music Group Corp. (NYSE: WMG)
-- http://www.wmg.com/-- was formed by a private equity
consortium of investors on November 21, 2003.  The Company is the
direct parent of WMG Holdings Corp., which is the direct parent of
WMG Acquisition Corp.  WMG Acquisition Corp. is one of the world's
major music-based content companies and the successor to
substantially all of the interests of the recorded music and music
publishing businesses of Time Warner Inc.

The Company classifies its business interests into two fundamental
operations: Recorded Music and Music Publishing.  The Company's
Recorded Music business primarily consists of the discovery and
development of artists and the related marketing, distribution and
licensing of recorded music produced by such artists.  The
Company's Music Publishing operations include Warner/Chappell, its
global Music Publishing company, headquartered in New York with
operations in over 50 countries through various subsidiaries,
affiliates and non-affiliated licensees.


WEST SHORE: Unsecureds to Recover One-Third of Claims in 3 Years
----------------------------------------------------------------
West Shore Resort Properties III, LLC, submitted to the U.S.
Bankruptcy Court for the District of Nevada a proposed Plan of
explaining the proposed Plan of Reorganization and an explanatory
Disclosure Statement.

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

According to the Disclosure Statement, the Debtor will operate the
property located at West Lake Boulevard, Homewood, California post
confirmation, as part of a greater resort concept in conjunction
with some or all of the other property.  The net income form the
property and voluntary contributions from the other property will
be used to fund the Plan.

Under the Plan, the property, along with the other property, will
informally combine to create a destination resort with amenities
and accommodations, well as multiple venue options for any type of
private gatherings.  The Debtor will also complete the remaining
units in the Development Plan.  The property will be sold or
refinanced, provided the sales or refinance is in sufficient
amount to pay all AMCal in full.

                        Treatment of Claims

Class 1. Secured claim of American California Bank will bear
         interest at the rate of 2.25% over the prime rate of
         interest from and after the effective date until the
         AMCal note becomes fully due and payable eight years
         after the effective date.

Class 2. The holder of the secured claim of Placer County will
         receive three yearly disbursements equal to 1/3 of the
         outstanding balance of the amount due.

Class 3. Holders of unsecured claims will receive three yearly
         disbursements equal to 1/3 of the outstanding balance of
         the allowed unsecured claims.

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

The Debtor proposes as hearing on the approval of the disclosure
statement on September 21, 2010, at 2:00 p.m.

                About West Shore Resort Properties

Reno, Nevada-based West Shore Resort Properties III, LLC, owns and
operates certain property located at 5110, 5130, and 5140 West
Lake Boulevard, Homewood, California.  The Company filed for
Chapter 11 bankruptcy protection on March 30, 2010 (Bankr. D.
Nev. Case No. 10-51101).  Sallie B. Armstrong, Esq., in Reno,
Nevada, represents the Debtor.  In its schedules, the Debtor
listed $28,000,000 in total assets, and $15,830,906 in total
liabilities.


WILLIAM LYON: Posts $4.5 Million Net Loss for June 30 Quarter
-------------------------------------------------------------
William Lyon Homes reported net loss of $4.5 million for the three
months ended June 30, 2010, compared to net income of $39.4
million for the three months ended June 30, 2009.  Consolidated
operating revenue increased 12% to $86.7 million for the three
months ended June 30, 2010, as compared to $77.4 million for the
comparable period a year ago.  Home sales revenue increased 2% to
$68.7 million for the three months ended June 30, 2010, as
compared to $67.4 million for the comparable period a year ago.

The Company reported net loss for the six months ended June 30,
2010, of $13.0 million compared to net loss of $29.6 million for
the comparable period a year ago.  Consolidated operating revenue
decreased 11% to $129.9 million for the six months ended June 30,
2010, as compared to $146.7 million for the comparable period a
year ago.

In the second quarter of 2010, the Company continues to see
indicators of stabilization in many of its markets, including
sales absorption rates, decreasing sales incentives and increasing
base pricing.  In certain other projects, the Company experienced
slower absorption rates than anticipated during the three months
ended June 30, 2010.  Management of the Company will continue to
monitor these projects and may increase sales incentives or use
other marketing strategies to stimulate homebuyer demand and
improve sales absorption.

Net new home orders for the three months ended June 30, 2010 were
192 homes, a decrease of 29% compared to 269 homes for the three
months ended June 30, 2009.  The Company's number of new home
orders per average sales location decreased slightly to 10.1 for
the three months ended June 30, 2010 as compared to 10.3 for the
three months ended June 30, 2009, but is up from 9.5 for the three
months ended March 31, 2010.  The average number of sales
locations during the three months ended June 30, 2010 was 19, down
27% from 26 in the comparable period a year ago.  Net new home
orders for the six months ended June 30, 2010 were 373 homes, down
17% from 451 homes for the six months ended June 30, 2009.  The
average number of sales locations during the six months ended
June 30, 2010, was 19, down 30% from 27 during the six months
ended June 30, 2009.  The Company's number of new home orders per
average sales location increased to 19.6 for the six months ended
June 30, 2010, as compared to 16.7 for the six months ended
June 30, 2009.  The Company's cancellation rate for the three
months ended June 30, 2010 increased slightly to 18% from 17% for
the comparable period in 2009, but is down from 19% for the three
months ended March 31, 2010.

During the second quarter of 2010, the average sales price of
homes closed was $295,000, down 12% from $333,700 for the
comparable period a year ago.  The lower average sales price was
primarily due to a change in product mix and a decrease in the
number of homes closed with a sale price in excess of $500,000
from 26 in the 2009 period to 13 in the 2010 period.

Consolidated homebuilding gross profit increased 30% to
$11.9 million for the three months ended June 30, 2010, compared
to $9.2 million in the comparable period a year ago.  Consolidated
homebuilding gross margin percentage increased to 17.4% for the
three months ended June 30, 2010 from 13.7% for the three months
ended June 30, 2009.  These higher gross margin percentages were
primarily attributable to a 15% decrease in the average cost per
home closed to $243,800 in the 2010 period from $288,100 in the
2009 period offset by a decrease in the average sales price of
homes closed of 12% from 333,700 in the 2009 period to $295,000 in
the 2010 period.  The average cost decline is due to declining
construction prices as well as the effect of previous impairments.

Operating revenue for the three months ended June 30, 2010
included $17,204,000 from the sales of land resulting in gross
profit of approximately $2,870,000.  Operating revenue for the
three months ended June 30, 2009 included $883,000 and $7,415,000,
respectively, from the sales of land resulting in gross losses of
approximately $1,420,000 and $1,250,000, respectively.

The Company incurred costs of approximately $1,239,000 during the
three and six months ended June 30, 2010, compared to $37,900,000
for the three and six months ended June 30, 2009, related to the
write-off of land deposits, project pre-acquisition costs and
other costs, which are included in cost of sales - lots, land and
other in the Consolidated Statements of Operations.

The Company incurred impairment losses on real estate assets of
$291,000 during the three months ended June 30, 2010.  In
addition, during the six months ended June 30, 2009 the Company
incurred impairment losses on real estate assets of $24,171,000.
The impairments in each respective period were primarily
attributable to slower than anticipated home sales and lower than
anticipated net revenue due to continued depressed market
conditions in the housing industry at that time.  As a result, the
future undiscounted cash flows estimated to be generated were
determined to be less than the carrying amount of the assets.
Accordingly, the real estate assets were written-down to their
estimated fair value.  The Company will continue to monitor its
active projects for indicators of impairment.

The Company's consolidated results were as follows: The number of
homes closed for the three months ended June 30, 2010 was 233
homes, up 15% from 202 homes for the three months ended June 30,
2009.  The number of homes closed for the six months ended
June 30, 2010, was 365, down 6% from 390 homes closed for the six
months ended June 30, 2009.

At June 30, 2010, the backlog of homes sold but not closed was 202
homes, down 33% from 301 homes at June 30, 2009, and down 17% from
243 homes at March 31, 2010.  The dollar amount of backlog of
homes sold but not closed at June 30, 2010 was $83.5 million, up
13% from $74.2 million a year ago, and up 5% from $79.7 million at
March 31, 2010.

On November 6, 2009, the Worker, Homeownership, and Business
Assistance Act of 2009 was signed into law.  The act allowed net
operating losses realized in either tax year 2008 or 2009 to be
carried back up to five years.  As a result of this legislation,
the Company elected to carry back the taxable losses generated in
2009 and recorded a deferred tax asset and related income tax
benefit of $101.8 million as of and for the year ending
December 31, 2009.  The recorded deferred tax asset reflected the
anticipated tax refund for the carry back of the estimated 2009
tax loss to 2004 and 2005.  In March 2010, the Company received
the refund of $101.8 million.

On June 8, 2009, the Company announced the closing of its cash
tender offer to purchase its outstanding senior notes.  The
principal amount tendered by the Company on settlement of the
tender offer totaled $53,135,000, including $29,050,000 of the 7
5/8% Senior Notes, $2,376,000 of the 10 3/4% Senior Notes, and
$21,709,000 of the 7 1/2% Senior Notes.  The aggregate
consideration paid totaled $14,925,300, plus accrued interest.
The net gain resulting from the transaction totaled $37,040,000.

During the six months ended June 30, 2009, the Company purchased,
in a limited number of privately negotiated transactions, separate
from the tender offer described above, $31,271,000 principal
amount of its outstanding senior notes at a cost of $9,787,000,
plus accrued interest.  The net gain resulting from these
transactions, after giving effect to amortization of related
deferred loan costs, was $20,933,000.  Upon settlement of the
transactions, the Company authorized these Senior Notes to be
cancelled.

A full-text copy of the Company's earnings release is available
for free at http://ResearchArchives.com/t/s?6834

                    About William Lyon Homes

Based in Newport Beach, California, William Lyon Homes and
subsidiaries -- http://www.lyonhomes.com/-- are primarily engaged
in designing, constructing and selling single family detached and
attached homes in California, Arizona and Nevada.

The Company's balance sheet at June 30, 2010, showed
$823.17 million in total assets, $675.29 million in total
liabilities, and stockholders' equity of $147.87 million.

                         *     *     *

William Lyon carries 'CCC' issuer credit ratings from Standard &
Poor's, and 'Caa2' long term corporate family and probability of
default ratings from Moody's.

"S&P raised its rating on William Lyon Homes because S&P believes
that near-term liquidity pressure has eased somewhat following the
partial funding of a secured term loan and reduced maturing credit
facility debt," said credit analyst James Fielding in November
2009 when S&P raised the rating on William Lyon to 'CCC' from
'CCC-'.  He added, "However, this privately held homebuilder
remains very highly leveraged and may face challenges repaying or
refinancing intermediate-term debt maturities if its business
prospects don't improve in the interim."


WSM MANAGEMENT: Case Summary & Four Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: WSM Management Services, LLC
          dba WSM Property Investment Company, LLC
        4300 South Shaver
        Houston, TX 77034
        Tel: (760) 389-2215

Bankruptcy Case No.: 10-36658

Chapter 11 Petition Date: August 3, 2010

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

Judge: Karen K. Brown

Debtor's Counsel: Martyn B. Hill, Esq.
                  PAGEL DAVIS & HILL
                  1415 Louisiana, 22nd Floor
                  Houston, TX 77002
                  Tel: (713) 951-0160
                  E-mail: mbh@pdhlaw.com

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

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

A list of the Company's four largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/txsb10-36658.pdf

The petition was signed by Vonda Mason, manager.


XINHUA SPORTS: Gets Min. Bid Price Non-Compliance Note from NASDAQ
------------------------------------------------------------------
Xinhua Sports & Entertainment Limited disclosed that, on August 5,
2010, the Company was notified by the Staff of The NASDAQ Stock
Market LLC that it has not regained compliance with the minimum
$1.00 bid price requirement set forth in Listing Rule 5450(a)(1).
As a result, the Company's ADSs would be subject to delisting from
The NASDAQ Global Market unless the Company requests a hearing
before a NASDAQ Listing Qualifications Panel.  The Company intends
to timely request a hearing before the Panel.  Accordingly, the
Company's securities will remain listed until the Panel issues its
decision following the hearing. At the hearing, the Company will
present its plan to regain compliance.

Under NASDAQ's Listing Rules, the Panel may, in its discretion,
grant the Company a further extension of time to regain compliance
up to a maximum of 180 calendar days from the date of the Staff's
delisting determination with respect to the minimum bid price
requirement. However, there can be no assurance that the Panel
will grant any such extension.

                          About XSEL

Headquartered in Beijing, Xinhua Sports & Entertainment Limited is
a leading sports and entertainment media company in China.
Catering to a vast audience of young and upwardly mobile
consumers, XSEL is well-positioned in China with its unique
content and access.  Through its key international partnerships,
XSEL is able to offer its target audience the content they demand
- premium sports and quality entertainment.  Through its Chinese
partnerships, XSEL is able to deliver this content across a broad
range of platforms, including television, the Internet, mobile
phones, cinema, university campuses and other multimedia assets in
China. Along with its in-house advertising resources, XSEL offers
a total solution empowering clients at every stage of the media
process linking advertisers with China's young and upwardly mobile
demographic.

The company's shares are listed on the NASDAQ Global Market.


* 2010's Bank Closings Reach 109 as Chicago Bank Shuttered
----------------------------------------------------------
Ravenswood Bank, Chicago, Illinois, was closed August 6 by the
Illinois Department of Financial and Professional Regulation -
Division of Banking, which appointed the Federal Deposit Insurance
Corporation as receiver.  To protect the depositors, the FDIC
entered into a purchase and assumption agreement with Northbrook
Bank and Trust Company, Northbrook, Illinois, to assume all of the
deposits of Ravenswood Bank.

In accordance with Federal law, allowed claims against failed
financial institutions will be paid, after administrative
expenses, in this order of priority:

    1. Depositors
    2. General Unsecured Creditors
    3. Subordinated Debt
    4. Stockholders

                   2010 Failed Banks List

The FDIC was appointed as receiver for the closed banks.  To
protect the depositors, the FDIC entered into a purchase and
assumption agreement with various banks that agreed to assume the
deposits of most of the closed banks.  The FDIC also entered into
loss-share transactions on assets bought by the banks.

For this year, the failed banks are:

                              Loss-Share
                              Transaction Party     FDIC Cost
                 Assets of    Bank That Assumed   to Insurance
                 Closed Bank  Deposits & Bought      Fund
Closed Bank       (millions)   Certain Assets       (millions)
-----------       ----------   --------------      -----------
Ravenswood Bank         $264.6    Northbrook Bank          $68.1

LibertyBank             $768.2    Home Federal Bank       $115.3
The Cowlitz Bank        $529.3    Heritage Bank            $68.9
Coastal Community       $372.9    Centennial Bank          $94.5
Bayside Savings          $66.1    Centennial Bank          $16.2
NorthWest Bank          $167.7    State Bank and Trust     $39.8
Williamsburg First      $139.3    First Citizens Bank       $8.8
Thunder Bank, Sylvan     $32.6    The Bennington State      $4.5
Community Security      $108.0    Roundbank, Waseca        $18.6
Crescent Bank         $1,010.0    Renasant Bank           $242.4
Sterling Bank           $407.9    IBERIABANK               $45.5
Home Valley Bank        $251.8    South Valley Bank        $37.1
SouthwestUSA Bank       $214.0    Plaza Bank, Irvine       $74.1
Turnberry Bank          $263.9    NAFH National            $34.4
First National Bank     $682.0    NAFH National            $74.9
Mainstreet Savings       $97.4    Commercial Bank          $11.4
Woodlands Bank          $376.2    Bank of the Ozarks      $115.0
Metro Bank of Dade      $442.3    NAFH National            $67.6
Olde Cypress Community  $168.7    CenterState Bank         $31.5
USA Bank, Port Chester  $193.3    New Century Bank         $61.7
Bay National Bank       $282.2    Bay Bank, FSB            $17.4
Ideal Federal Savings     $6.3    -- None --                $2.1
Home National Bank      $644.5    RCB Bank, Claremore      $78.7
First National          $252.5    The Savannah Bank        $68.9
High Desert              $80.3    First American           $20.9
Peninsula Bank          $644.3    Premier American        $194.8
Nevada Security Bank    $480.3    Umpqua Bank              $80.9
Washington First        $520.9    East West Bank          $158.4
TierOne Bank          $2,800.0    Great Western Bank      $297.8
Arcola Homestead         $17.0    -- None --                $3.2
First National Bank      $60.4    Jefferson Bank           $12.6
Sun West Bank           $360.7    City National Bank       $96.7
Granite Community       $102.9    Tri Counties Bank        $17.3
Bank of Fla- Southeast  $595.3    EverBank                 $71.4
Bank of Fla- Southwest  $559.9    EverBank                 $91.3
Bank of Fla- Tampa Bay  $245.2    EverBank                 $40.3
Pinehurst Bank           $61.2    Coulee Bank               $6.0
Southwest Community      $96.6    Simmons First Nat'l      $29.0
New Liberty Bank        $109.1    Bank of Ann Arbor        $25.0
Satilla Community Bank  $135.7    Ameris Bank              $31.3
Midwest Bank & Trust  $3,170.0    Firstmerit Bank         $216.4
1st Pacific Bank        $335.8    City National Bank       $87.7
Access Bank              $32.0    PrinsBank, Prinsburg      $5.5
Towne Bank of Ariz      $120.2    Commerce Bank            $41.8
The Bank of Bonifay     $242.9    First Federal Bank       $78.7
Frontier Bank         $3,500.0    Union Bank, NA        $1,370.0
BC National Banks        $67.2    Community First          $11.4
Champion Bank           $187.3    BankLiberty              $52.7
CF Bancorp            $1,650.0    First Michigan Bank     $615.3
Westernbank PR       $11,940.0    Banco Popular de PR   $3,310.0
R-G Premier Bank      $5,920.0    Scotiabank de PR      $1,230.0
Eurobank, SJ, PR      $2,560.0    Oriental Bank & Trust   $743.9
Lincoln Park Savings    $199.9    Northbrook Bank          $48.4
Peotone Bank            $130.2    First Midwest            $31.7
Wheatland Bank          $437.2    Wheaton Bank            $133.0
New Century Bank        $485.6    MB Financial            $125.3
Citizens Bank&Trust      $77.3    Republic Bank            $20.9
Broadway Bank         $1,200.0    MB Financial            $394.3
Amcore Bank           $3,800.0    Harris                  $220.3
Lakeside Community       $53.0    People's United          $11.2
Innovative Bank         $268.9    Center Bank              $37.8
City Bank             $1,130.0    Whidbey Island          $323.4
Butler Bank             $233.2    People's United          $22.9
AmericanFirst Bank       $90.5    TD Bank, N.A.            $10.5
First Federal           $393.3    TD Bank, N.A.             $6.0
Riverside National    $3,420.0    TD Bank, N.A.           $491.8
Tamalpais Bank          $628.9    Union Bank, N.A.         $81.1
Beach First National    $585.1    Bank of NC              $130.3
McIntosh Commercial     $362.9    CharterBank, West Point $123.3
Desert Hills Bank       $496.6    New York Community Bank $106.7
Unity National Bank     $292.2    Bank of the Ozarks       $67.2
Key West Bank            $88.0    Centennial Bank          $23.1
State Bank of Aurora     $28.2    Northern State Bank       $4.2
First Lowndes Bank      $137.2    First Citizens Bank      $38.3
Bank of Hiawassee       $377.8    Citizens South Bank     $137.7
Appalachian Community $1,010.0    Community & Southern    $419.3
Advanta Bank Corp.    $1,600.0    - None -                $635.6
Century Security         $96.5    Bank of Upson            $29.9
American National        $70.3    National Bank and Trust  $17.1
The Park Avenue Bank    $520.1    Valley National Bank     $50.7
Statewide Bank          $243.2    Home Bank, Lafayette     $38.1
Old Southern Bank       $315.6    Centennial Bank          $94.6
LibertyPointe Bank      $209.7    Valley National          $24.8
Sun American Bank       $535.7    First-Citizens Bank     $103.8
Waterfield Bank         $155.6    {FDIC Created}           $51.0
Centennial Bank         $215.2    Zions Bank               $96.3
Bank of Illinois        $211.7    Heartland Bank           $53.7
Rainier Pacific Bank    $446.2    Umpqua Bank, Roseburg    $95.2
Carson River Community   $51.1    Heritage Bank of Nevada   $7.9
George Washington       $412.8    FirstMerit Bank         $141.4
La Jolla Bank         $3,600.0    OneWest Bank, FSB       $882.3
The La Coste Nat'l       $53.9    Community National        $3.7
Marco Community Bank    $119.6    Omaha Bank               $38.1
1st American State       $18.2    Community Development     $3.1
First National Bank     $832.6    Community & Southern    $260.4
Florida Community       $875.5    Premier American Bank   $352.6
American Marine Bank    $373.2    Columbia State Bank      $58.9
Marshall Bank, N.A.      $59.9    United Valley Bank        $4.1
First Regional Bank   $2,180.0    First-Citizens Bank     $825.5
Comm. Bank & Trust    $1,210.0    SCBT, N.A.              $354.5
Charter Bank          $1,200.0    Charter, Albuquerque    $201.9
Evergreen Bank          $488.5    Umpqua Bank, Roseburg    $64.2
Columbia River Bank   $1,100.0    Columbia State Bank     $172.5
Bank of Leeton           $20.1    Sunflower Bank            $8.1
Premier American Bank   $350.9    Bond Street subsidiary   $85.0
Town Community           $69.6    Bank First American      $17.8
St. Stephen State        $24.7    First State Bank          $7.2
Barnes Banking          $827.8    {DINB Created}          $271.3
Horizon Bank          $1,400.0    Washington Federal      $539.1

In 2009, there were 140 failed banks, compared with just 25 for
2008.

A complete list of banks that failed since 2000 is available at:

   http://www.fdic.gov/bank/individual/failed/banklist.html

              775 Banks Now in FDIC's Problem List

The number of institutions on the Federal Deposit Insurance
Corp.'s "Problem List" rose to 775, up from 702 at the end of
2009. In addition, the total assets of "problem" institutions
increased during the quarter from $403 billion to $431 billion.
These levels are the highest since June 30, 1993, when the number
and assets of "problem" institutions totaled 793 and $467 billion,
respectively, but the increase in the number of problem banks was
the smallest in four quarters.

"Problem" institutions are those institutions with financial,
operational, or managerial weaknesses that threaten their
continued financial viability.  They are rated by the FDIC or
Office of the Thrift Supervision as either a "4" or "5", based on
a scale of 1 to 5 in ascending order of supervisory concern.
The Problem List is not divulged to the public.  No advance notice
is given to the public when a financial institution is closed.

The FDIC says that 41 institutions failed during the first
quarter.  Chairman Bair noted that the vast majority of "problem"
institutions do not fail.

According to the FDIC, its Deposit Insurance Fund (DIF) balance
improved for the first time in two years.  The DIF balance -- the
net worth of the fund -- increased slightly to negative $20.7
billion, from negative $20.9 billion (unaudited) on December 31,
2009.  The fund balance reflects a $40.7 billion contingent loss
reserve that has been set aside to cover estimated losses.  Just
as banks reserve for loan losses, the FDIC has to set aside
reserves for anticipated closings.  Combining the fund balance
with this contingent loss reserve shows total DIF reserves of
$20 billion.  Total insured deposits increased by 1.3%
($70.0 billion) during the first quarter.

The FDIC's liquid resources - cash and marketable securities -
remained strong.  Liquid resources stood at $63 billion at the end
of the first quarter, a decline from $66 billion at year-end 2009.
To provide the funds needed to resolve failed institutions in 2010
and beyond without immediately reducing the industry's earnings
and capital, the FDIC Board approved a measure on November 12,
2009, that required most insured institutions to prepay
approximately three years' worth of deposit insurance premiums -
about $46 billion - at the end of 2009.

              Problem Institutions      Failed Institutions
              --------------------      -------------------
Year           Number  Assets (Mil)      Number  Assets (Mil)
----           ------  ------------      ------  ------------
2009              702      $402,800         140       $169,700
2008              252      $159,405          25       $371,945
2007               76       $22,189           3         $2,615
2006               50        $8,265           0             $0
2005               52        $6,607           0             $0
2004               80       $28,250           4           $170

A copy of the FDIC's Quarterly Banking Profile for the quarter
ended March 31, 2010, is available for free at:

     http://bankrupt.com/misc/FDIC_QBP_Q1_10.pdf


* Two U.S. Defaults Last Week Raise S&P's 2010 List to 48
---------------------------------------------------------
Two U.S.-based issuers defaulted last week, raising the year-to-
date 2010 global corporate default tally to 48, said an article
published by Standard & Poor's, titled "Global Corporate
Default Update (July 30 - Aug. 5, 2010) (Premium)."

"By region, the current year-to-date default tallies are 35 in the
U.S., two in Europe, five in the emerging markets, and six in the
other developed region," said Diane Vazza, head of Standard &
Poor's Global Fixed Income Research Group. (The other developed
region is Australia, Canada, Japan, and New Zealand.)

So far this year, distressed exchanges account for 15 defaults;
missed interest or principal payments are responsible for 14;
Chapter 11 filings account for 12; regulatory directives,
receiverships, and debt reorganization are responsible for one
each; and the remaining four defaulted issuers are confidential.

In S&P's view, a modest amount of maturing debt over the next four
quarters is one of the key factors that should keep default rates
low in the one-year forecast horizon, even though many
speculative-grade issuers could have a tough time refinancing if
financial conditions worsen materially.

"Our baseline projection for the U.S. corporate speculative-grade
default rate in the 12 months ended in June 2011 is 2.8%, with
alternative scenarios of 2.5% at the optimistic end and 4.5% at
the pessimistic end," said Ms. Vazza.  S&P's pessimistic scenario
is the same as the long-term (1981 to 2009) average default rate.

S&P's forecasts are based on quantitative and qualitative factors
that we consider, including, but not limited to, Standard & Poor's
proprietary default model for the U.S. corporate speculative-grade
bond market.


* Global Default Rate Falls to 5.5% in July 2010, Says Moody's
--------------------------------------------------------------
The trailing 12-month global speculative-grade default rate
finished at 5.5% in July 2010, marking the eight consecutive
monthly decline since the peak of 13.5% in November 2009, said
Moody's Investors Service in a new report.  The current global
rate is down from previous month's revised level of 6.2%.  A year
ago, the global default rate stood at 11.7%.

The ratings agency's default rate forecasting model now predicts
that the global speculative-grade default rate will decline
sharply to 2.6% by the end of this year and then edge lower to
1.8% a year from now.

"Absent a substantial retreat in available financing, the global
default rate will continue to slow," said Albert Metz, Moody's
Director of Credit Policy Research.  "The apparent softness in the
economic recovery will not be enough to re-accelerate the default
rate."

In the U.S., the speculative-grade default rate fell from June's
revised level of 6.4% to 5.4% in July. At this time last year, the
U.S. default rate stood at 12.7%.

Among U.S. speculative-grade issuers, Moody's forecasting model
foresees the default falling to 2.7% by December 2010 and 2.1% a
year from now.  In Europe, the forecasting model projects the
speculative-grade default rate will arrive at 2.4% in December
2010 and 1.1% a year from now.  A total of 34 Moody's-rated
corporate debt issuers have defaulted so far this year, of which
seven were recorded in July.  In comparison, there were 196
defaults in the same period of last year.  Of the seven defaults
in July, four were by European issuers.  The remaining defaulters
came from the U.S. (2) and Asia (1).

Across industries over the coming year, default rates are expected
to be highest in the Hotel, Gaming, & Leisure sector in the U.S.
and the Durable Consumer Goods sector in Europe.

Measured on a dollar volume basis, the global speculative-grade
bond default rate edged lower to 2.9% in July from 3.1% in June.
Last year, the global dollar-weighted default rate was much higher
at 17.6%.  In the U.S., the dollar-weighted speculative-grade bond
default rate fell from 3.0% in June to 2.5% in July. The
comparable rate was 19.0% a year ago.

Moody's speculative-grade corporate distress index -- which
measures the percentage of rated issuers that have debt trading at
distressed levels -- came in at 15.6% in July, down slightly from
June's revised level of 16.0%.  A year ago, the index stood much
higher at 36.7%.

In the leveraged loan market, American Safety Razor Company was
the sole Moody's-rated loan issuer that defaulted in July.  The
total default count was 17 from year to date.  In comparison,
there were 89 loan defaults in the first seven months of last
year.  The trailing 12 month U.S. leveraged loan default rate fell
to 5.2% in July from June's revised level of 6.2%.

A year ago, the loan default rate was seen at 9.4%.


* 2nd Circ. Says Creditors Can Use Argentine Fund Assets
--------------------------------------------------------
A U.S. federal appeals court has shot down the Republic of
Argentina's challenge to three orders that allow creditors EM Ltd.
and NML Capital Ltd. to collect against interests the country
holds in a trust fund as part of their attempt to recover from
defaulted bonds the country issued, Bankruptcy Law360 reports.


* Sen. Whitehouse Proposes to Scale Down Ch. 11 for Small Firms
---------------------------------------------------------------
Bankruptcy Law360 reports that the Senate Judiciary Committee on
Thursday began considering a bill from Sen. Sheldon Whitehouse, D-
R.I., that would create a subsection of Chapter 11 bankruptcy
designed to better meet the reorganization needs of small
businesses.

S. 3675, the Small Business Job Preservation Act of 2010, will go
up for a committee vote when senators return from their August
recess in September, according to Law360.


* Centerbridge Targets $3.75-Bil. Distressed-Debt Fund
------------------------------------------------------
Dow Jones Daily Bankruptcy Review reports that Centerbridge
Partners LP is targeting $3.75 billion for its second distressed-
debt and buyout fund, according to an overview of key fund terms
sent to prospective investors.


* Pardus Raising Funds to Invest in Distressed Firms
----------------------------------------------------
Amy Or, writing for Dow Jones Newswires, reports a person familiar
with the situation said Wednesday that Pardus Capital Management
LP is raising capital for its second fund, which focuses on
distressed and event-driven opportunities in Western Europe, the
U.S. and Latin America.  More than half of the fund's capital will
be allocated to Western Europe, he said.

"There are over-levered states in Western Europe, with a potential
risk of contagion. While Greece has been bailed out by the E.U.,
it doesn't necessarily solve the problem, it merely delays it,"
the source told Dow Jones.  "A lot of European corporates are
currently trying to make geographical and product shifts after the
financial crisis. There will be plenty of opportunities created
through corporate mergers and acquisitions and restructurings."

Dow Jones says the person didn't specify the size of the fund.

Dow Jones says Pardus declined to comment on its fund-raising
activities.

Earlier Wednesday, Pardus named former UBS AG Director of Prime
Brokerage Risk Ali Mostafavee as its head of portfolio risk.  Dow
Jones says the move will help mitigate volatility related to
European investments.

"As we evaluate investment opportunities throughout Europe, Ali's
expertise will be critical given the inherent volatility
associated with sovereign debt concerns and the uncertainty of
corporate and broader economic recovery," said President and Chief
Investment Officer Karim Samii said in the statement.

Mr. Mostafavee's appointment would also revamp the fund manager's
risk management practice, the source told Dow Jones.  "Ali will
stress-test the book and has designed a system that minimizes
directionality of the book, allowing the capture of pure alpha
when the market is up. And if the market falls, the portfolio is
going to be much more hedged," he said.

According to Dow Jones, unlike its first fund, where Pardus seeks
controlling stakes in six to eight companies it invests in and
often sits on their boards, the second fund will take smaller
stakes in a larger number of companies, to achieve greater
flexibility.  Pardus owns substantial stakes in French vehicle
parts maker Valeo SA and French IT services company Atos Origin.


* Michael Motyka Joins Butler Rubin as Chief Operating Officer
--------------------------------------------------------------
Michael P. Motyka has joined the Chicago-based law firm Butler
Rubin Saltarelli & Boyd LLP as its Chief Operating Officer.
Mr. Motyka is a highly skilled law firm manager with experience at
three Chicago law firms.

Motyka replaces COO Steven W. Smitham, who is retiring after a
more than 30-year career as a legal administrator, four of which
were spent as Butler Rubin's Chief Operating Officer.

Motyka will be responsible for a variety of strategic initiatives
at Butler Rubin and will be responsible for day-to-day operations,
and management oversight of other firm administrators.

Prior to joining Butler Rubin, Motyka served in various and
increasing positions of responsibility at three Chicago law firms
-- most recently as Manager of Illinois Offices at Dykema Gossett
PLC, as Office Administrator in the Chicago office of Perkins Coie
and as Manager of the Legal Assistant Department at Kirkland &
Ellis.

A graduate of the University of Wisconsin in Madison, Motyka
completed his M.B.A. degree at the Kellogg School of Management at
Northwestern University in May. A Chicago resident, he is active
in community activities including serving on the Board of
Directors of the Association of Legal Administrator's Chicago
Chapter and as a member of the Board of Trustees of the Chicago
Waldorf School.

Formed in 1980, Chicago-based Butler Rubin --
http://www.butlerrubin.com/-- has established itself as a well-
known litigation boutique assisting clients nationally and
internationally in the core practice areas of reinsurance and
commercial litigation, including antitrust, competition law and
opt-out antitrust litigation; business reorganization, bankruptcy
and insolvency; class action; and products liability and mass tort
matters.


* Large Companies With Insolvent Balance Sheets
-----------------------------------------------

                                                         Total
                                              Total     Share-
                                   Total    Working   Holders'
                                  Assets    Capital     Equity
Company           Ticker          ($MM)      ($MM)      ($MM)
  ------           ------         ------    -------   --------
AUTOZONE INC        AZO US        5,452.8     (293.1)    (462.0)
LORILLARD INC       LO US         3,140.0    1,654.0      (54.0)
DUN & BRADSTREET    DNB US        1,699.5     (454.1)    (778.3)
MEAD JOHNSON        MJN US        2,032.0      357.5     (509.3)
NAVISTAR INTL       NAV US        8,940.0    1,251.0   (1,198.0)
BOARDWALK REAL E    BEI-U CN      2,332.1        -        (57.6)
TAUBMAN CENTERS     TCO US        2,560.9        -       (510.5)
BOARDWALK REAL E    BOWFF US      2,332.1        -        (57.6)
COOPER-STANDARD     COSH US       1,686.4      433.1     (304.3)
CHOICE HOTELS       CHH US          390.2     (291.4)     (97.0)
SUN COMMUNITIES     SUI US        1,167.4        -       (123.0)
TENNECO INC         TEN US        2,980.0      286.0      (47.0)
CABLEVISION SYS     CVC US        7,364.2       54.8   (6,201.5)
WEIGHT WATCHERS     WTW US        1,093.0     (408.5)    (700.1)
UNISYS CORP         UIS US        2,714.4      366.1   (1,080.1)
WR GRACE & CO       GRA US        3,957.9    1,177.5     (234.4)
IPCS INC            IPCS US         559.2       72.1      (33.0)
PETROALGAE INC      PALG US           4.7      (13.9)     (48.0)
UAL CORP            UAUA US      20,134.0   (1,590.0)  (2,756.0)
MOODY'S CORP        MCO US        1,957.7     (134.2)    (491.9)
SUPERMEDIA INC      SPMD US       3,261.0      522.0      (22.0)
DISH NETWORK-A      DISH US       8,689.0      305.1   (1,850.3)
VECTOR GROUP LTD    VGR US          743.1      231.5      (13.4)
VENOCO INC          VQ US           799.5       10.6     (127.6)
HEALTHSOUTH CORP    HLS US        1,716.1       90.6     (474.5)
NATIONAL CINEMED    NCMI US         620.4      106.9     (462.7)
CHENIERE ENERGY     CQP US        1,883.2       37.6     (491.7)
EXPRESS INC         EXPR US         718.1       38.4      (81.8)
ARVINMERITOR INC    ARM US        2,769.0      345.0     (877.0)
PROTECTION ONE      PONE US         562.9       (7.6)     (61.8)
DISH NETWORK-A      EOT GR        8,689.0      305.1   (1,850.3)
THERAVANCE          THRX US         232.4      180.2     (126.0)
REGAL ENTERTAI-A    RGC US        2,588.9     (168.9)    (260.7)
JUST ENERGY INCO    JE-U CN       1,353.1     (513.7)    (503.2)
UNITED RENTALS      URI US        3,574.0       24.0      (50.0)
TEAM HEALTH HOLD    TMH US          797.4       52.1      (58.6)
INCYTE CORP         INCY US         502.7      332.9     (114.4)
CARDTRONICS INC     CATM US         449.3      (36.6)      (2.3)
DOMINO'S PIZZA      DPZ US          418.6       88.0   (1,263.1)
FORD MOTOR CO       F US        195,485.0   (7,269.0)  (5,437.0)
REVLON INC-A        REV US          776.3       76.9   (1,011.8)
LIBBEY INC          LBY US          794.2      144.4      (11.7)
GRAHAM PACKAGING    GRM US        2,126.4      187.6     (629.0)
WORLD COLOR PRES    WC CN         2,641.5      479.2   (1,735.9)
KNOLOGY INC         KNOL US         641.7       30.9      (28.3)
COMMERCIAL VEHIC    CVGI US         276.8      105.5      (10.7)
WORLD COLOR PRES    WCPSF US      2,641.5      479.2   (1,735.9)
WORLD COLOR PRES    WC/U CN       2,641.5      479.2   (1,735.9)
US AIRWAYS GROUP    LCC US        8,131.0     (220.0)    (168.0)
INTERMUNE INC       ITMN US         161.4      128.2      (46.5)
FORD MOTOR CO       F BB        195,485.0   (7,269.0)  (5,437.0)
AFC ENTERPRISES     AFCE US         114.6       (2.0)     (11.5)
SALLY BEAUTY HOL    SBH US        1,531.5      366.1     (553.1)
AMER AXLE & MFG     AXL US        2,027.7       31.7     (520.4)
ALASKA COMM SYS     ALSK US         627.4       15.0      (11.3)
RURAL/METRO CORP    RURL US         286.2       38.7     (100.9)
JAZZ PHARMACEUTI    JAZZ US         106.7      (31.2)     (69.0)
BROADSOFT INC       BSFT US          68.3        1.7       (6.4)
CENTENNIAL COMM     CYCL US       1,480.9      (52.1)    (925.9)
BLUEKNIGHT ENERG    BKEP US         303.6      (15.3)    (147.2)
WABASH NATIONAL     WNC US          249.0     (154.6)     (62.4)
RSC HOLDINGS INC    RRR US        2,690.2     (120.0)     (33.8)
EPICEPT CORP        EPCT SS           6.3        0.2      (12.7)
ALIMERA SCIENCES    ALIM US          16.3        3.5      (42.7)
HALOZYME THERAPE    HALO US          65.2       48.9       (3.2)
AMR CORP            AMR US       25,885.0   (2,015.0)  (3,930.0)
NPS PHARM INC       NPSP US         140.4       95.2     (227.6)
MANNKIND CORP       MNKD US         243.3        8.5     (100.9)
CC MEDIA-A          CCMO US      17,400.0    1,279.2   (7,054.8)
PDL BIOPHARMA IN    PDLI US         271.5      (66.5)    (434.9)
CENVEO INC          CVO US        1,563.5      212.7     (180.6)
SINCLAIR BROAD-A    SBGI US       1,576.6       48.1     (187.8)
ACCO BRANDS CORP    ABD US        1,064.0      242.5     (125.6)
SANDRIDGE ENERGY    SD US         2,971.7      (33.9)    (171.3)
LIN TV CORP-CL A    TVL US          783.5       28.7     (156.5)
PALM INC            PALM US       1,007.2      141.7       (6.2)
QWEST COMMUNICAT    Q US         19,362.0     (585.0)  (1,120.0)
PLAYBOY ENTERP-A    PLA/A US        196.6       (9.6)     (23.0)
PLAYBOY ENTERP-B    PLA US          196.6       (9.6)     (23.0)
NEXSTAR BROADC-A    NXST US         603.0       35.3     (179.7)
GENCORP INC         GY US           963.4      140.3     (241.2)
VIRGIN MOBILE-A     VM US           307.4     (138.3)    (244.2)
IDENIX PHARM        IDIX US          77.2       38.1       (7.3)
WARNER MUSIC GRO    WMG US        3,752.0     (557.0)    (116.0)
CONSUMERS' WATER    CWI-U CN        895.2       (5.3)    (254.9)
GLG PARTNERS INC    GLG US          403.5      155.5     (285.9)
GLG PARTNERS-UTS    GLG/U US        403.5      155.5     (285.9)
HOVNANIAN ENT-A     HOV US        2,029.1    1,358.9     (137.0)
EASTMAN KODAK       EK US         6,791.0    1,423.0     (208.0)
HOVNANIAN ENT-B     HOVVB US      2,029.1    1,358.9     (137.0)
GREAT ATLA & PAC    GAP US        2,677.1      (51.0)    (524.0)
MAGMA DESIGN AUT    LAVA US         122.1       14.4       (4.3)
ARIAD PHARM         ARIA US          50.4       (8.2)    (110.8)
ARRAY BIOPHARMA     ARRY US         131.5       21.5     (109.5)
MPG OFFICE TRUST    MPG US        3,517.3        -       (830.6)
EXELIXIS INC        EXEL US         284.2      (32.7)    (199.3)



                           *********

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 ***