TCR_Public/100817.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 17, 2010, Vol. 14, No. 227

                            Headlines


ABITIBIBOWATER INC: Aurelius, et al., Object to BCFC Exclusivity
ABITIBIBOWATER INC: Proposes $600MM Exit Revolver Commitment Pact
ABITIBIBOWATER INC: Presents $750MM "Notes Offering" Exit Pacts
ADELPHIA COMMUNICATIONS: BofA, 44 Banks Deny Aiding Fraud
ADINO ENERGY: Incurs $51,100 Net Loss in Q2 Ended June 30

ADVANCE ELECTRICAL: Case Summary & 20 Largest Unsecured Creditors
ADPT CORPORATION: Common Stock to Be Delisted by NASDAQ
ALLIS-CHALMERS: Moody's Outlook on 'B3' Corporate Now "Developing"
ALTO PARANA: Moody's Gives Stable Outlook, Affirms 'Ba3' Rating
AMERICAN AXLE: Officers Disclose Sale of Shares

AMERIQUAL GROUP: Moody's Reviews 'B3' Corporate for Downgrade
ANGEL MONTALVO: Case Summary & 21 Largest Unsecured Creditors
ARIZONA HEART: Court OKs Deal on Cash Use Until October 15
BAKERS FOOTWEAR: Common Stock to Be Delisted by NASDAQ
BERNARD MADOFF: Trustee Probes UniCredit Unit for Legal Claims

BLOCKBUSTER INC: Q2 Loss at $69MM; Forbearance Extended to Sept 30
BLOCKBUSTER INC: Fitch Downgrades Issuer Default Rating to 'RD'
BROWN SHOE: Moody's Gives Positive Outlook, Affirms 'B2' Rating
BUCKEYE TECHNOLOGIES: Dividends Won't Affect Moody's 'Ba2' Rating
CATHOLIC CHURCH: Committee Objects to Wilm. Removal Extension

CATHOLIC CHURCH: Wilm. Parishes Want Automatic Stay Extended
CATHOLIC CHURCH: Wilmington May File Plan by September 24
CENTENNIAL PLAZA: Case Summary & 3 Largest Unsecured Creditors
CENTERLINE FINANCIAL: Moody's Downgrades Ratings on Notes to 'B3'
CHEMTURA CORP: Canadian Unit Proposes to Keep Intercompany Pacts

CHEMTURA CORP: Chem Canada to Act as Foreign Rep. in CCAA Cases
CHEMTURA CORP: Proposes to Deem Diacetyl Claims Filed vs. Chem CA
CHEMTURA CORP: Prices $295MM Sr. Term Loan at 99.0% of Principal
CHEMTURA CORP: Prices $455-Mil. Sr. Notes Offering at 99.269%
CHRYSLER LLC: Legal Fees Approach $85 Million Mark

CHURCH & DWIGHT: Upgraded by Moody's to Investment Grade
CIRCLE S: Case Summary & 20 Largest Unsecured Creditors
CIRCUIT CITY: Files Committee-Backed Liquidating Plan
CIRCUIT CITY: Proposes to Terminate Employees' Benefit Programs
CIRCUIT CITY: Wins Nod to Sell Richmond, Virginia Property

CIT GROUP: DBRS Confirms 'BB' Rating of First Lien Facility
CIT GROUP: Moody's Assigns 'B1' to $3-Bil. Term Loan Facility
COMMUNITY HEALTH: Fitch Affirms 'B' Issuer Default Rating
CONTINENTAL REINSURANCE: A.M. Best Affirms FSR of 'B'
COWLITZ BANCORPORATION: Common Stock to Be Delisted by NASDAQ

DAVID MEYER: Case Summary & 7 Largest Unsecured Creditors
DELTATHREE INC: Posts $813,000 Net Loss in Q2 Ended June 30
DIAMONDHEAD CASINO: Posts $452,000 Net Loss in Qtr. Ended June 30
DIJAN INC: Case Summary & 20 Largest Unsecured Creditors
DONALD SHELTON: Case Summary & 13 Largest Unsecured Creditors

DYNEGY INC: Blackstone Group Deal Cues Fitch's Evolving Watch
DYNEGY HOLDINGS: Moody's Affirms 'B3' Corporate Family Rating
EVERTEC INC: Moody's Assigns 'B2' Corporate Family Rating
EXIDE TECHNOLOGIES: EnerSys Opposes Status Conference for Dispute
EXIDE TECHNOLOGIES: Files Post-Conf. Report for June 30 Quarter

EXIDE TECHNOLOGIES: Wants Until Oct. 31 to Object to Claims
EXIDE TECHNOLOGIES: Moody's Withdraws B2 Rating on $675 Mil. Notes
FAIR FINANCE: Ch. 7 Trustee Seeks to Recoup Brizzi Donations
FAIRPOINT COMMS: Taps Sunu as New CEO; Hauser Stays as Consultant
FIRST CHESTER: Incurs $1.8 Million Net Loss in First Quarter

FORD CREDIT CANADA: DBRS Assigns Provisional Rating of 'BB'
FOUR-LEAF CLOVER: Case Summary & 20 Largest Unsecured Creditors
GALAXY GAMING: June 30 Balance Sheet Upside-Down by $24,000
GALAXY LIMOUSINE: Case Summary & 16 Largest Unsecured Creditors
GENERAL MOTORS: Said to Aim for Up to $16-Bil. in Stock Sale

GRAHAM PACKAGING: Fitch Affirms 'B' Issuer Default Rating
HARLAND CLARKE: Moody's Affirms 'B2' Corporate Family Rating
HERTZ CORP: DBRS Affirms 'BB' Issuer Rating After Q2 Results
ISE LIMITED: Delays Filing of Interim Financial Statements
JARDEN CORPORATION: Moody's Upgrades Corp. Family Rating to 'Ba3'

JAZZ PHARMACEUTICALS: June 30 Balance Sheet Upside-Down by $16.3MM
JOAN NIEVES: Case Summary & 16 Largest Unsecured Creditors
K2 PURE: Moody's Assigns 'B3' Rating on $121.5 Mil. Senior Loan
K-V PHARMACEUTICAL: Delays Filing of Form 10-Q for June 30 Quarter
KL ENERGY: Posts $1.24 Million Net Loss in Q2 Ended June 30

LEHMAN BROTHERS: European Unit Sues Dubai Real-Estate Group
LIBBEY INC: Inks Underwriting Pact with Merrill on Share Sale
LYDIA CLADEK: To Conduct Capex-Led Auction on August 19
MAGNA ENTERTAINMENT: Lone Star Park Sale Closing in September
MAJESTIC CAPITAL: Joseph Taylor Resigns as Chief Financial Officer

MAJESTIC CAPITAL: Posts $4.1 Million Net Loss in Q2 Ended June 30
MARC BARNES: Sale of Love Nightclub to Smothers Delayed
MARK MCKISSACK: Case Summary & 6 Largest Unsecured Creditors
MASTER WATERPROOFERS: Case Summary & 20 Largest Unsec. Creditors
MIDDLEBROOK PHARMA: Governmental Claims Bar Date on Oct. 31

MIDWEST BANC: Unable to File Form 10-Q Due to Bank Closure
MONTGOMERY HOSPITALITY: Case Summary & 27 Largest Unsec Creditors
MPG OFFICE: Selling More Non-Core Assets This Year
NEC HOLDINGS: Has Deal with Getzler for Restructuring Services
NEWARK GROUP: Emerges from Chapter 11 After 51 Days

NRG ENERGY: Moody's Affirms Corporate Family Rating at 'Ba3'
NORTH POINTE: Plan Promises to Fully Pay Unsecured Creditors
ODYSSEY PROPERTIES: Asks for Court's Nod to Obtain DIP Financing
ODYSSEY PROPERTIES: Gets Interim Nod to Use Cash Collateral
ONE CALL: Case Summary & 20 Largest Unsecured Creditors

ORE PHARMACEUTICAL: Posts $956,000 Net Loss in Q2 Ended June 30
PARKS! AMERICA: Earns $223,700 in Q2 Ended June 27
PRAIRIE DOG: Case Summary & 4 Largest Unsecured Creditors
PROTEONOMIX INC: Posts $873,900 Net Loss in Q2 Ended June 30
QWEST COMMUNICATIONS: Moody's Raises Corp. Family Rating to 'Ba1'

RADIO ONE: Extends Exchange Offer Until August 30
RASER TECHNOLOGIES: Posts $62 Million Net Loss in Q2 Ended June 30
REDDY ICE: Moody's Downgrades Corporate Family Rating to 'B3'
REPROS THERAPEUTICS: Has Until Oct. 31 for Bid Price Compliance
RICHARD POKRESS: Case Summary & 2 Largest Unsecured Creditors

SBARRO INC: S&P Downgrades Corporate Credit Rating to 'CCC-'
SHADAB NOWAID: Case Summary & 11 Largest Unsecured Creditors
SKANDINAVISKA ENSKILDA: Seeks Court Nod for Closing of Business
SOLO CUP: S&P Puts 'B' Corporate Rating on CreditWatch Negative
SOTHEBY'S: Moody's Upgrades Senior Unsecured Notes to 'Ba3'

SOUTHERN STAR: Moody's Affirms 'Ba1' Corporate Family Rating
SYNTHEMED INC: Posts $1.2 Million Net Loss in Q2 Ended June 30
TARAZ KOOH: Can Access Sale Proceeds to Complete Fitness Center
TARRANT COUNTY: Moody's Withdraws 'Ca' Rating on Senior Notes
TELANETIX INC: June 30 Balance Sheet Upside-Down by $5.9 Million

TERRACE POINTE: Unsecured Creditors to Recover 15% of Claims
TEXAS RANGERS: Teams Unanimously Approve Sale to Ryan Group
TEXAS RANGERS: Hicks Lenders Want New Owners to Pay for Flights
THERMADYNE HOLDINGS: S&P Gives Positive Outlook, Keeps 'B-' Rating
TOYS "R" US: Unit to Raise $1-Bil. to Refinance Loans

TOYS "R" US: Moody's Upgrades Corporate Family Ratings to 'B1'
TYSON FOODS: Fitch Upgrades Issuer Default Rating to 'BB+'
UNISYS CORPORATION: Moody's Upgrades Corp. Family Rating to 'B1'
US ONCOLOGY: June 30 Balance Sheet Upside-Down by $317 Million
VALLEJO, CALIF: MBIA Unit Wants License Fees Used to Pay Debt

VERTIS HOLDINGS: Removes Cash Component in 2nd Lien Notes Offer
VERTIS INC: Moody's Upgrades Ratings on $365 Mil. Loan to 'B2'
VILLAGE AT CAMP: Gets Interim Nod to Use Cash Collateral
VISTEON CORP: In Talks for $700 Million Exit Financing
WARNER MUSIC: S&P Changes Outlook to Negative, Keeps 'BB-' Rating

WEXFORD DEVELOPMENT: Files for Chapter 11 in Indiana

* U.S. Corporate Credit Risk Index Rises by Most in Three Weeks
* Anadarko Sells Bonds with No Protection From Oil Spill Claims

* July Bankruptcy Filings By Multi-Million Dollar Companies
* Ambac and MGM Top August List of Firms Nearing Chapter 11

* Corporate Lawyer Eric R. Markus Joins Andrews Kurth

* Large Companies With Insolvent Balance Sheets


                            ********


ABITIBIBOWATER INC: Aurelius, et al., Object to BCFC Exclusivity
----------------------------------------------------------------
AbitibiBowater Inc. and its units are jointly asking Judge Kevin
J. Carey of the U.S. Bankruptcy Court for District of Delaware to
further extend the period within which they may exclusively:

  (a) file a Chapter 11 plan or plans through October 16, 2010;
      and

  (b) solicit acceptances of that plan(s) through December 16,
      2010.

Aurelius Capital Management, LP, and Contrarian Capital
Management, LLC, oppose the Debtors' request for an extension
solely with respect to Bowater Canada Finance Corp.

Dennis A. Meloro, Esq., at Greenberg Traurig LLP, in Wilmington,
Delaware, contends that the Debtors have filed an amended plan of
reorganization, but have failed to properly address the interests
of BCFC's creditors, and is patently unconfirmable.

Mr. Meloro argues that there simply is no reason to extend the
Exclusive Periods with respect to BCFC.

"The Debtors have not established that BCFC is a necessary party
to the restructuring of the other Debtors.  BCFC's bankruptcy
case is neither large nor complex.  It holds a few material
assets and one material liability, has no employees and no
ongoing operations," Mr. Meloro says.

"Nor has BCFC shown that it is able to propose a viable Plan.
The current version of the Plan raises questions as to whether it
was proposed in good faith, and clearly shows that it does not
satisfy the best interests test, as to BCFC, as it seeks to wipe
out all of BCFC's assets and provide a de minimis recovery to
BCFC's direct creditors.  Yet, BCFC is inexplicably a proponent
of the Plan" he continues.

Furthermore, BCFC will not have an impaired, accepting class of
creditors, Mr. Meloro notes.  The Noteholders have been clear
that they will not vote in favor of the Plan as currently
drafted, he points out.  With respect to BCFC, the Noteholders,
who beneficially own more than $200 million in BCFC Notes, have
sufficient vote to ensure that the Plan will be rejected, he
adds.

BCFC has had more than sufficient time to develop its plan,
Mr. Meloro adds.

                     About AbitibiBowater

AbitibiBowater (OTC: ABWTQ) produces newsprint, commercial
printing papers, market pulp and wood products.  It is the eighth
largest publicly traded pulp and paper manufacturer in the world.
AbitibiBowater owns or operates 22 pulp and paper facilities and
26 wood products facilities located in the United States, Canada
and South Korea.  The Company also recycles old newspapers and
magazines.

The Company and several of its affiliates filed for protection
under Chapter 11 of the U.S. Bankruptcy Code on April 16, 2009
(Bankr. D. Del. Lead Case No. 09-11296).  The Company and its
Canadian affiliates commenced parallel restructuring proceedings
under the Companies' Creditors Arrangement Act before the Quebec
Superior Court Commercial Division the next day.  Alex F. Morrison
at Ernst & Young, Inc., was appointed CCAA monitor.

Paul, Weiss, Rifkind, Wharton & Garrison LLP, serves as the
Debtors' U.S. bankruptcy counsel.  Stikeman Elliot LLP, acts as
the Debtors' CCAA counsel.  Young, Conaway, Stargatt & Taylor, in
Wilmington, Delaware, serves as the Debtors' co-counsel, while
Troutman Sanders LLP in New York, serves as the Debtors' conflicts
counsel in the Chapter 11 proceedings.  The Debtors' financial
advisors are Advisory Services LP, and their noticing and claims
agent is Epiq Bankruptcy Solutions LLC.  The CCAA Monitor's
counsel is Thornton, Grout & Finnigan LLP, in Toronto, Ontario.
Abitibi-Consolidated Inc. and various Canadian subsidiaries filed
for protection under Chapter 15 of the U.S. Bankruptcy Code on
April 17, 2009 (Bankr. D. Del. 09-11348).  Pauline K. Morgan,
Esq., and Sean T. Greecher, Esq., at Young, Conaway, Stargatt &
Taylor, in Wilmington, represent the Chapter 15 Debtors.

U.S. Bankruptcy Judge Kevin Carey handles the Chapter 11 cases of
AbitibiBowater Inc. and its U.S. affiliates and the Chapter 15
case of ACI, et al.

As of Sept. 30, 2008, the Company had $9,937,000,000 in total
assets and $8,783,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes AbitibiBowater
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings and parallel proceedings under the
Companies' Creditors Arrangement Act in Canada undertaken by
Abitibibowater Inc. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000).


ABITIBIBOWATER INC: Proposes $600MM Exit Revolver Commitment Pact
-----------------------------------------------------------------
AbitibiBowater Inc. and its units seek permission from Judge Kevin
J. Carey of the U.S. Bankruptcy Court for District of Delaware to
enter into a $600 million Senior Secured Asset-Based Credit
Facility Commitment Letter with Citigroup Global Markets Inc.,
Barclays Capital, the investment banking division of Barclays Bank
PLC, and J.P. Morgan Securities Inc., as joint lead arrangers, and
certain other financial institutions as agents.

The Debtors clarify that they intend to separately seek authority
from the Court to enter into definitive documentation with
respect of the ABL Facility at the appropriate time.

The Debtors also seek Court authority to enter into:

  (1) a Joint Lead Arranger Fee Letter by and among
      AbitibiBowater, and each of the Joint Lead Arrangers and
      JPMorgan Chase Bank, N.A., pursuant to which
      AbitibiBowater agrees to pay an arrangement fee to each of
      the Joint Lead Arrangers; participation fees to Citibank
      N.A.; and fronting fees to Citibank N.A., Barc1ays, or
      JPMorgan Securities; and

  (2) an Administrative Agency Fee Letter, pursuant to which
      AbitibiBowater agrees to pay certain additional fees to
      Citibank.

"Rather than bear the risk of an adverse change in the financial
markets or the occurrence of other circumstances that might
create obstacles to the Debtors' emergence from [C]hapter 11, the
Debtors seek to secure meaningful exit financing commitments for
a revolving credit facility as promptly as possible," Sean T.
Greecher, Esq., at Young Conaway Stargatt & Taylor, LLP, in
Wilmington, Delaware, tells Judge Carey.

The salient terms of the ABL Commitment Letter are:

  A. The ABL Facility is a non-amortizing revolving credit
     facility to be made available to the U.S. and Canadian
     Debtor Borrowers in a principal amount of up to
     $600,000,000 during the period from the Effective Date to
     the Termination Date.

      * Up to $400,000,000 of the ABL Facility will be made
        available to the Canadian Debtor Borrowers.

      * Up to $150,000,000 of the ABL Facility will be available
        for the issuance of letters of credit by the Fronting
        Banks for the account of the Debtor Borrowers.

      * Up to $20,000,000 of the Asset-Based Facility will be
        available at the discretion of Citibank as swingline
        lender to the Debtor Borrowers.

  B. Citibank, Barclays Bank and JPMorgan Securities will each
     commit to provide $100,000,000 of the ABL financing.

  C. Citibank will act as sole and exclusive administrative
     agent for the ABL Lenders.  Citigroup, Barclays Capital and
     JPMorgan Securities will act as exclusive joint lead
     arrangers and joint bookrunners.  Barclays Capital will act
     as syndication agent.  JPMorgan Securities will act as
     documentation agent.

  D. Loans will bear interest, at the option of the Borrowers,
     at (i) the Applicable Margin, as defined in the Term Sheet,
     plus the Alternate Base Rate calculated on a 365/366-day
     basis and payable monthly in arrears; or (ii) the
     Applicable Margin plus the current LIBOR rate calculated on
     a 360-day basis and payable at the end of the relevant
     interest period.

  E. All amounts owing by the Borrower Parties under the ABL
     Facility will be secured by (i) a first priority perfected
     lien on all owned or acquired inventory; and (ii) a second
     priority perfected lien on other owned or acquired assets
     of the Borrower Parties pledged to secure the Senior
     Secured Notes, as defined in the Term Sheet.

  F. All obligations of the Debtor Borrowers under the ABL
     Facility will be unconditionally guaranteed, jointly and
     severally on a senior secured basis by the U.S. Debtor
     Borrowers.

  G. The ABL Facility may from time to time, at the option of
     the Borrowers, be increased.  The aggregate amount of all
     increases under the ABL Facility may not exceed
     $100,000,000 and each individual increase will be in an
     amount greater than or equal to $25,000,000.

  H. The proceeds of the ABL Facility will be used by the
     Borrowers for funding amounts payable under the Chapter 11
     Plan and the CCAA Plan and for working capital and general
     corporate purposes.

  I. The Debtors will pay, or reimburse each Joint Lead Arranger
     for all reasonable and documented out-of-pocket costs and
     expenses incurred in connection with the ABL Facility and
     the preparation, negotiation, execution and delivery of the
     Commitment Letter.

  J. The ABL Facility will terminate on the fourth anniversary
     of the Effective Date.

     The Exit Commitments and the other agreements under the ABL
     Commitment Letter will automatically terminate on the
     earliest of to occur of (i) the Plan Effective Date; (ii)
     the completion of the Debtors' reorganization without the
     closing of the ABL Facility; or (iii) the dismissal or
     conversion of the U.S. Debtors' Chapter 11 cases and the
     Canadian Debtors' cases under the Companies' Creditors
     Arrangement Act in Canada, or the appointment of a trustee
     in bankruptcy, receiver, interim receiver or similar
     official; or (iv) a material breach, or a failure of a
     condition, under any of the Commitment Documents.

  K. The ABL Commitment Letter is for the Debtors' confidential
     use only and that neither its existence nor its terms will
     be disclosed to any person other than the Debtors'
     affiliates and officers, directors, employees, advisors,
     agents and representatives.

The Credit Documents also contain events of default customarily
found in the Administrative Agent's loan agreements for similar
asset-based financings.

A full-text copy of the ABL Facility Commitment Letter is
available for free at:

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

                       Documents Under Seal

The Debtors also ask the Court to allow them to file under seal
the fee letters in connection with the ABL Facility, which
contain commercially sensitive and proprietary information.

The Debtors intend to provide copies of the Fee Letters to (i)
the Office of the U.S. Trustee for the District of Delaware; (ii)
counsel to the Creditors' Committee; and (iii) other parties as
the Court orders or the Debtors and the Agents agree.

                         Expedited Hearing

At the Debtors' behest, Judge Carey will convene a hearing on
August 25, 2010, to consider approval of the ABL Commitment Pact.
Objections are due on August 19.

                       About AbitibiBowater

AbitibiBowater (OTC: ABWTQ) produces newsprint, commercial
printing papers, market pulp and wood products.  It is the eighth
largest publicly traded pulp and paper manufacturer in the world.
AbitibiBowater owns or operates 22 pulp and paper facilities and
26 wood products facilities located in the United States, Canada
and South Korea.  The Company also recycles old newspapers and
magazines.

The Company and several of its affiliates filed for protection
under Chapter 11 of the U.S. Bankruptcy Code on April 16, 2009
(Bankr. D. Del. Lead Case No. 09-11296).  The Company and its
Canadian affiliates commenced parallel restructuring proceedings
under the Companies' Creditors Arrangement Act before the Quebec
Superior Court Commercial Division the next day.  Alex F. Morrison
at Ernst & Young, Inc., was appointed CCAA monitor.

Paul, Weiss, Rifkind, Wharton & Garrison LLP, serves as the
Debtors' U.S. bankruptcy counsel.  Stikeman Elliot LLP, acts as
the Debtors' CCAA counsel.  Young, Conaway, Stargatt & Taylor, in
Wilmington, Delaware, serves as the Debtors' co-counsel, while
Troutman Sanders LLP in New York, serves as the Debtors' conflicts
counsel in the Chapter 11 proceedings.  The Debtors' financial
advisors are Advisory Services LP, and their noticing and claims
agent is Epiq Bankruptcy Solutions LLC.  The CCAA Monitor's
counsel is Thornton, Grout & Finnigan LLP, in Toronto, Ontario.
Abitibi-Consolidated Inc. and various Canadian subsidiaries filed
for protection under Chapter 15 of the U.S. Bankruptcy Code on
April 17, 2009 (Bankr. D. Del. 09-11348).  Pauline K. Morgan,
Esq., and Sean T. Greecher, Esq., at Young, Conaway, Stargatt &
Taylor, in Wilmington, represent the Chapter 15 Debtors.

U.S. Bankruptcy Judge Kevin Carey handles the Chapter 11 cases of
AbitibiBowater Inc. and its U.S. affiliates and the Chapter 15
case of ACI, et al.

As of Sept. 30, 2008, the Company had $9,937,000,000 in total
assets and $8,783,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes AbitibiBowater
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings and parallel proceedings under the
Companies' Creditors Arrangement Act in Canada undertaken by
Abitibibowater Inc. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000).


ABITIBIBOWATER INC: Presents $750MM "Notes Offering" Exit Pacts
---------------------------------------------------------------
AbitibiBowater, Inc., and its debtor affiliates ask Judge Kevin J.
Carey of the U.S. Bankruptcy Court for District of Delaware for
authority to enter into certain agreements, including amendments
to existing agreements, in connection with their anticipated exit
financing.

Accordingly, to obtain appropriate debt financing to fund their
Chapter 11 Plan, the Debtors seek to raise up to approximately
$750 million of exit financing in the capital markets through a
notes offering.

The Notes Offering will provide the reorganized Debtors with the
best financing terms and greatest operational flexibility upon
their emergence from Chapter 11, Sean T. Greecher, Esq., at Young
Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware, asserts.

The Debtors maintain that it is in their best interest to
commence the Notes Offering immediately and to market and have
the note issuance funded as soon as possible and prior to the
Plan Confirmation in order to take maximum advantage of current
favorable market conditions.

"A short delay in this process could result in increased
borrowing costs and may result in the Debtors losing the option
to raise a substantial portion of the exit financing in the form
of New Notes rather than a more costly term credit facility," Mr.
Greecher points out.

To the extent the Debtors find that a notes offering is not
available on satisfactory terms and given the uncertainties in
the market, they anticipate raising exit financing in the form of
a secured term loan credit facility, according to Mr. Greecher.

                  Formation of Escrow Issuer

To facilitate funding of the New Notes, the Debtors intend to
form a new non-debtor Delaware company -- the Delaware LLC --
that will in turn form AbitibiBowater Escrow Corporation, a new
non-debtor Delaware company.  AbitibiBowater Escrow, as escrow
issuer, will enter into the initial agreements relating to the
New Notes.

The Escrow Issuer will also:

  (i) enter into related escrow agreements, pursuant to which
      the proceeds of the New Notes and other amounts relating
      to the payment of interim interest and other payment
      obligations in respect of the New Notes will be held
      pending consummation of the Plan; and

(ii) grant a lien on the proceeds from the New Notes and all
      other assets it holds.

On the Plan Effective Date, the Escrow Issuer will merge into one
of the reorganized Debtors, which will assume the ongoing
liability for the New Notes, and the proceeds of the Notes
Offering and other amounts held in escrow will be released from
escrow.

                        The New Notes

Prior to confirmation of the Plan, the Escrow Issuer will issue
the New Notes in an amount up to approximately $750 million.  The
proceeds of the New Notes will be held in escrow until certain
conditions, including consummation of the Plan, are satisfied.

On the Plan Effective Date and as the Escrow Release Conditions
are satisfied, the Escrow Issuer will merge into reorganized
AbitibiBowater Inc. with reorganized AbitibiBowater as the
surviving entity.  The Note Proceeds will be released to
reorganized AbitibiBowater.  The New Notes will also be assumed
by, and thus will become, senior obligations of reorganized
AbitibiBowater.

The New Notes will be senior obligations of (i) initially, the
Escrow Issuer, and (ii) upon effectiveness of the Plan,
Reorganized AbitibiBowater and the guarantors.

During the escrow period, the New Notes will be secured by a
pledge by the Escrow Issuer of the Note Proceeds and other
escrowed amounts, none of which, whether or not in escrow, will
constitute property of the Debtors' estates.  The Debtors,
conversely, will have no obligations under the New Notes.

In connection with the private offering of the New Notes, the
Debtors have reached an agreement in principle, on an uncommitted
basis, with certain financial institutions to be joint
bookrunners, joint lead underwriters, joint lead initial
purchasers or joint lead placement agents.  J.P. Morgan
Securities Inc., Barclays Capital Inc., and Citigroup Global
Markets, Inc. are contemplated to be the lead managers.

The terms of the agreement with the Lead Managers are contained
in a Securities Engagement Letter, which provides that, among
other things, each of the Lead Managers will act as joint
bookrunner, joint lead underwriter, joint lead initial purchaser
and joint lead placement agent for the Escrow Issuer in
connection with the Notes Offering.

Entry into the Engagement Letter does not constitute a commitment
by, or obligation of, any Lead Manager to act as an underwriter,
initial purchaser and/or placement agent in connection with the
Notes Offering.

                      Term Loan Facility

In the event the Debtors determine that they cannot pursue a
notes offering on satisfactory terms to them and the Backstop
Parties, the Debtors will enter into a term loan facility up to
an aggregate principal amount of $750 million.  The proceeds of
the Term Loan Facility will be funded to reorganized
AbitibiBowater on the Plan Effective Date.

The Term Loan Facility and the New Notes comprise the Debtors'
Exit Financing Facility.

In connection with the Term Loan Facility, the Debtors have
reached agreement in principle, on an uncommitted basis, with
JPMorgan Securities, Barclays and Citigroup as lead arrangers.

The Exit Financing Agreements provide that, among other things:

  (i) each of the Lead Arrangers will use their best efforts to,
      arrange and syndicate the Term Loan Facility and to assist
      reorganized AbitibiBowater in obtaining commitments from
      prospective lenders with respect to the Facility; and

(ii) the Lead Arrangers will act as joint lead arrangers and
      joint bookrunners and one of the Lead Arrangers will act
      as administrative agent for the Term Loan Facility.

The obligations under the Engagement Letter do not constitute a
commitment by the Lead Arrangers to provide, arrange or syndicate
the Senior Term Loan Facility, other than an obligation to use
their best efforts to provide such services.

             Fees and Expenses Prior to Confirmation

Customary for transactions in the nature of the New Notes, the
Debtors will be required to incur obligations to pay certain fees
and expenses prior to Plan confirmation.  The Notes Obligations
will be paid as consideration under the Engagement Letter.

Pursuant to the terms of the Engagement Letter, the Debtors have
agreed to certain expense reimbursement and indemnification
provisions in connection with the Notes Offering.

               Exit Financing-Related Documents

While no Debtor will be undertaking any repayment obligations for
the funded New Notes prior to the Effective Date, the Debtors
seek authority to form the Delaware LLC and the Escrow Issuer and
execute all documents and take all other actions necessary or
appropriate to consummate the Exit Financing.

In connection with the New Notes, the Debtors will be executing:

  * an Engagement Letter providing for, among other things,
    expenses, indemnification and releases;

  * a confidential schedule providing for the payment of an
    arrangement fee in connection with the Notes Offering;

  * a purchase agreement, underwriting agreement or placement
    agreement and any related agreements;

  * an amendment, waiver or supplement to the Debtors' debtor-
    in-possession financing credit agreement, including the
    amendments needed to allow for the Notes Offering; and

  * the formation documents for the Delaware LLC and the Escrow
    Issuer and agreements in connection with the funding of, and
    payment of fee obligations of, the Escrow Issuer.

In connection with the Term Loan Facility, the Debtors will be
executing:

  * a Term Loan Engagement Letter and any amendment or
    replacement;

  * a Term Loan Fee Schedule, providing for an arrangement
    fee; and

  * a term loan agreement, promissory notes, guarantee
    agreement, collateral security agreement, intercreditor
    agreement, and other documents and instruments as needed in
    connection with the Term Loan Facility.

The Debtors will be responsible for representations and
warranties, fees, expenses and indemnification and all other
costs of finding the Escrow Issuer.

In connection with both the New Notes and the Term Loan Facility,
the Debtors will also enter into one or more agreements for the
purpose of ratings evaluation, pursuant to which the Debtors will
incur certain reasonable and customary fees.

In these Chapter 11 cases, obtaining and pre-funding the New
Notes and taking other related actions are necessary for the
Debtors to both confirm and fund the Plan and emerge from Chapter
11 with sufficient liquidity to continue their business
operations in a timely manner, Mr. Greecher maintains.  "Without
this financing, the Debtors will remain in Chapter 11 with no
clear path toward emergence."

                        Sealed Documents

The Debtors subsequently filed a request to file under seal (i)
certain fee schedule related to the New Notes, and (ii) a second
fee schedule related to the Term Loan Credit Facility.

The Confidential Fee Schedules contain commercially sensitive and
proprietary information which should not be made publicly
available, Mr. Greecher says.

To balance the importance of the Court's review of the
Confidential Fee Schedules with the need to protect the
confidential, commercially sensitive and proprietary information
contained therein, the Debtors propose to disclose the
Confidential Fee Schedules to the U.S. Trustee, counsel to the
Official Committee of Unsecured Creditors and the Backstop
Parties.

                       Expedited Hearing

At the Debtors' behest, the Court will consider approval of the
requested Exit Financing Facility on August 25, 2010.
Objections, if any, must be filed by August 19.

                     About AbitibiBowater

AbitibiBowater (OTC: ABWTQ) produces newsprint, commercial
printing papers, market pulp and wood products.  It is the eighth
largest publicly traded pulp and paper manufacturer in the world.
AbitibiBowater owns or operates 22 pulp and paper facilities and
26 wood products facilities located in the United States, Canada
and South Korea.  The Company also recycles old newspapers and
magazines.

The Company and several of its affiliates filed for protection
under Chapter 11 of the U.S. Bankruptcy Code on April 16, 2009
(Bankr. D. Del. Lead Case No. 09-11296).  The Company and its
Canadian affiliates commenced parallel restructuring proceedings
under the Companies' Creditors Arrangement Act before the Quebec
Superior Court Commercial Division the next day.  Alex F. Morrison
at Ernst & Young, Inc., was appointed CCAA monitor.

Paul, Weiss, Rifkind, Wharton & Garrison LLP, serves as the
Debtors' U.S. bankruptcy counsel.  Stikeman Elliot LLP, acts as
the Debtors' CCAA counsel.  Young, Conaway, Stargatt & Taylor, in
Wilmington, Delaware, serves as the Debtors' co-counsel, while
Troutman Sanders LLP in New York, serves as the Debtors' conflicts
counsel in the Chapter 11 proceedings.  The Debtors' financial
advisors are Advisory Services LP, and their noticing and claims
agent is Epiq Bankruptcy Solutions LLC.  The CCAA Monitor's
counsel is Thornton, Grout & Finnigan LLP, in Toronto, Ontario.
Abitibi-Consolidated Inc. and various Canadian subsidiaries filed
for protection under Chapter 15 of the U.S. Bankruptcy Code on
April 17, 2009 (Bankr. D. Del. 09-11348).  Pauline K. Morgan,
Esq., and Sean T. Greecher, Esq., at Young, Conaway, Stargatt &
Taylor, in Wilmington, represent the Chapter 15 Debtors.

U.S. Bankruptcy Judge Kevin Carey handles the Chapter 11 cases of
AbitibiBowater Inc. and its U.S. affiliates and the Chapter 15
case of ACI, et al.

As of Sept. 30, 2008, the Company had $9,937,000,000 in total
assets and $8,783,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes AbitibiBowater
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings and parallel proceedings under the
Companies' Creditors Arrangement Act in Canada undertaken by
Abitibibowater Inc. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000).


ADELPHIA COMMUNICATIONS: BofA, 44 Banks Deny Aiding Fraud
---------------------------------------------------------
Carla Main at Bloomberg News reports that Bank of America Corp.,
Credit Suisse Group AG and 43 other banks urged U.S. District
Judge Lawrence McKenna to dismiss a lawsuit claiming they aided a
fraud at Adelphia Communications Corp.

According to the report, Credit Suisse lawyer Philip D. Anker,
Esq., argued in federal court in New York that the Adelphia
Recovery Trust, formed to pursue claims against lenders and
others, failed in seven years of litigation to prove that banks
knew of the fraud.  "There is not a single shred of evidence that
any bank knew there was a breach of fiduciary duty, knew there was
a fraud," Mr. Anker said at a hearing on whether Judge McKenna
should dismiss the case before a trial set for Oct. 25, according
to Bloomberg.

                   About Adelphia Communications

Based in Coudersport, Pennsylvania, Adelphia Communications
Corporation was once the fifth-biggest cable company.  Adelphia
served customers in 30 states and Puerto Rico, and offers analog
and digital video services, Internet access and other advanced
services over its broadband networks.

Adelphia collapsed in 2002 after disclosing that founder John
Rigas and his family owed $2.3 billion in off-balance-sheet debt
on bank loans taken jointly with the company.  Mr. Rigas is
serving 12 years in prison, and his son Timothy is serving 15
years.

Adelphia Communications and its more than 200 affiliates filed for
Chapter 11 protection in the Southern District of New York on June
25, 2002.  Those cases are jointly administered under case number
02-41729.  Willkie Farr & Gallagher represented the Debtors in
their restructuring effort.  PricewaterhouseCoopers served as the
Debtors' financial advisor.  Kasowitz, Benson, Torres & Friedman,
LLP, and Klee, Tuchin, Bogdanoff & Stern LLP represented the
Official Committee of Unsecured Creditors.

Adelphia Cablevision Associates of Radnor, L.P., and 20 of its
affiliates, collectively known as Rigas Managed Entities, are
entities that were previously held or controlled by members of the
Rigas family.  In March 2006, the rights and titles to these
entities were transferred to certain subsidiaries of Adelphia
Cablevision LLC.  The RME Debtors filed for Chapter 11 protection
on March 31, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10622 through
06-10642).  Their cases were jointly administered under Adelphia
Communications and its debtor-affiliates' Chapter 11 cases.

The Bankruptcy Court confirmed the Debtors' Joint Chapter 11 Plan
of Reorganization on Jan. 5, 2007.  That plan became effective on
Feb. 13, 2007.


ADINO ENERGY: Incurs $51,100 Net Loss in Q2 Ended June 30
---------------------------------------------------------
Adino Energy Corporation filed its quarterly report on Form 10-Q,
reporting a net loss of $51,088 on $466,699 of revenue for the
three months ended June 30, 2010, compared with a net loss of
$122,470 on $503,626 of revenue for the same period of 2009.

The Company's balance sheet as of June 30, 2010, showed
$2.89 million in total assets, $5.30 million in total liabilities,
and a stockholders' deficit of $2.41 million.

As of June 30, 2010, the Company has a working capital deficit of
$2.64 million and a stockholders' deficit of $2.41 million.  The
Company believes these factors raise substantial doubt regarding
its ability to continue as a going concern.

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

               http://researcharchives.com/t/s?6900

Based in Houston, Texas, Adino Energy Corporation (OTC BB: ADNY)
-- http://www.adinoenergycorp.com/-- through its wholly owned
subsidiary Intercontinental Fuels, LLC, specializes in fuel
terminal operations for retail, wholesale, and governmental
suppliers.


ADVANCE ELECTRICAL: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Advance Electrical Sales of Texas, Inc.
          dba Advance America
        26455 Hanna Road
        Conroe, TX 77385

Bankruptcy Case No.: 10-36833

Chapter 11 Petition Date: August 11, 2010

Court: United States Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Karen K. Brown

Debtor's Counsel: Barbara Mincey Rogers, Esq.
                  ROGERS & ANDERSON, PLLC
                  1415 North Loop West, Ste 1020
                  Houston, TX 77008
                  Tel: (713) 868-4411
                  Fax: (713) 868-4413
                  E-mail: barbaramrogers@swbell.net

Scheduled Assets: $504,874

Scheduled Debts: $1,191,217

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/txsb10-36833.pdf

The petition was signed by Don Blum, president.


ADPT CORPORATION: Common Stock to Be Delisted by NASDAQ
-------------------------------------------------------
NASDAQ also announced that it will delist the common stock of ADPT
Corporation. ADPT Corporation's stock was suspended on August 5,
2010 and has not traded on NASDAQ since that time.

NASDAQ will file a Form 25 with the Securities and Exchange
Commission to complete the delisting for the company. The
delistings become effective ten days after the Form 25 is filed.

ADPT Corporation -- http://www.adptco.com-- has historically
provided innovative data center I/O solutions that protect,
accelerate, optimize, and condition data in today's most demanding
data center environments.  Going forward, the Company's business
is expected to consist primarily of capital redeployment and
identification of new, profitable business operations in which it
can utilize its existing working capital and maximize the use of
the Company's net operating losses.


ALLIS-CHALMERS: Moody's Outlook on 'B3' Corporate Now "Developing"
------------------------------------------------------------------
Moody's Investors Service changed Allis-Chalmers Energy Inc.'s
rating outlook to developing from stable on its B3 Corporate
Family Rating, B3 Probability of Default Rating, and Caa1 senior
unsecured note ratings.  This action follows the announcement that
Seawell Limited, which is not rated by Moody's, has entered into
an agreement to acquire ALY for $890 million, including the
assumption of ALY's debt.

The developing outlook reflects the current lack of clarity
regarding the transaction's permanent financing structure and
future growth strategies and financial policies of the combined
company.  In resolving the developing outlook, Moody's will
consider the combined company's funding and growth strategies, and
where in the corporate structure ALY's senior unsecured notes will
reside.  Seawell is not expected to assume or guarantee ALY's
unsecured notes.  Moody's will also consider the level of
financial disclosure available in order to maintain a rating on
ALY following the closing of the acquisition.

Under the terms of the agreement, ALY's stockholders can receive
$4.25 in cash or 1.15 Seawell shares for each ALY share, up to 35%
of the total shares receiving cash.  The agreement is subject to
the listing of Seawell on the Oslo Bors or London Stock Exchange
and Seawell raising at least $100 million in equity.  Seawell has
secured bridge financing in order to fund the cash portion of the
acquisition and to cover debt refinancing needs.  Closing is also
subject to ALY stockholder and regulatory approvals.

Moody's believes that based on the proposed transaction, in which
ALY will be merged into a wholly owned subsidiary of Seawell
Limited, the merger will trigger the change in control provision
in ALY's 9% senior notes due 2014 and 8.5% senior notes due 2017,
in which ALY will be required to offer to purchase all of the
remaining notes outstanding at a price equal to 101% of the
principal amount and accrued interest.  Both notes have the same
change of control covenant, which triggers upon the acquisition of
ALY by a controlling person.  If the notes are redeemed, Moody's
will withdraw the ratings on the notes, as well as ALY's Corporate
Family Rating.

Moody's last rating action on ALY dates from July 7, 2009, at
which time Moody's affirmed the B3 Corporate Family Rating,
changed the Probability of Default Rating to B3 from B3/LD, and
upgraded the senior unsecured notes to Caa1.

Allis-Chalmers Energy Inc., headquartered in Houston, TX, is a
provider of oilfield services and products for oil and gas
companies.


ALTO PARANA: Moody's Gives Stable Outlook, Affirms 'Ba3' Rating
---------------------------------------------------------------
Moody's Latin America changed the ratings outlook for Alto
Parana's US$270 million fully guaranteed notes to stable from
negative and affirmed the Baa2 foreign currency debt rating at the
current rating level of the guarantor company, Celulosa Arauco y
Constitucion S.A.  At the same time, Moody's affirmed Alto
Parana's Ba3 global local currency corporate family rating and the
Aaa.ar national scale rating.  The outlook for these ratings
remains stable.

The Ba3 global local currency corporate family rating incorporates
a two-notch rating uplift to the company's standalone credit
profile provided by the implicit support from Alto Parana's parent
company, Arauco.

The Ba3 corporate family rating considers the company's modest
scale and limited geographical diversification as all the
company's assets are located primarily in Argentina as well as
risks associated with the country's operating environment.  The
rating also considers Alto Parana's commodity-oriented product
mix, which is exposed to cyclical pulp prices.  The company's
dominant position in the domestic pulp/forestry market is
considered a credit positive.

During the past two years, declining operating margins, higher
input costs and unabsorbed fixed costs have weakened the company's
overall credit metrics due to the rapidly declining pulp prices.
However, improved pricing coupled with the devaluation impact on
local currency costs, have contributed to improved operating
performance in 2010.

In addition, the Ba3 rating reflects the current industry dynamics
and continues to incorporate the expected support from Arauco.
The support arises from the guarantees of the company's notes and
the presence of cross default provisions that would cause an
acceleration of most of Arauco's debt in the event of a default at
Alto Parana.  Alto Parana's notes benefits from the full and
unconditional guarantee by the company's Chilean parent, Arauco,
which is rated Baa2.

The Aaa.ar is a National Scale rating is intended to measure the
relative creditworthiness among debt issues and issuers within a
country, enabling market participants to better differentiate
relative risks.  NSRs in Argentina are designated by the ".ar"
suffix.  NSRs differ from global scale ratings in that they are
not globally comparable to the full universe of Moody's rated
entities, but only with other rated entities within the same
country.

The stable outlook on the Baa2 rating of the US$270 million debt
guaranteed by Alto Parana's parent company reflects the stable
outlook on Arauco's ratings.  The stable outlook on the corporate
family ratings considers Moody's expectations that, despite the
challenging operating environment, Alto Parana will manage its
operating performance and overall credit profile supported by its
relative efficient operations as a low cost producer.  The stable
outlook also reflects Moody's expectation of a prudent financial
policy related to dividend payments and implicit support from
Arauco going forward.

Alto Parana's corporate family ratings could see upward pressure
if the operating framework led to a more stable and predictable
performance for the company and a demonstrated ability to
effectively manage the current downturn.  Quantitatively, retained
cash flow to debt above 20% (4.1% as of LTM 03-10) and debt to
EBITDA below 1.5 times (3.9x as of LTM 03-10) could result in
upward rating pressure.

On the other hand, a significant decline in operating performance
or liquidity and persistent negative free cash flow could
negatively impact Alto Parana's outlook and/or ratings.  Alto
Parana's corporate family ratings could also be lowered if its
dividend payments or potential acquisition activities were to
result in weaker debt protection measures.

Alto Parana is the largest forestry company in Argentina.  It is
engaged in the production of pulp, forestry, wood and chemical
products and the management of forestry assets.  Industrial plants
are located in the province of Misiones, Buenos Aires and Santa
F.  Alto Parana manufactures whitened long fiber cellulose, wood
paper pulp, sawn timber, panels and chemistry products.

Alto Parana is a company controlled by Industrias Forestales, a
corporation belonging to Arauco Group, a Chilean company, engaged
primarily in the production of pulp, wood products, and the
management of forestry assets in Chile, Argentina, Uruguay and
Brazil.


AMERICAN AXLE: Officers Disclose Sale of Shares
-----------------------------------------------
Curt S. Howell, American Axle & Manufacturing Holdings Inc.'s VP
for the Americas, on August 10 sold 3,115 shares of common stock
at $10.15 a share.  Mr. Howell now holds 19,110 shares following
the transaction.  He directly holds those shares.

John S. Sofia, Axle's VP for Commercial Vehicle Bus Unit,
disclosed selling 3,000 shares at $9.86 a share on August 2.  He
directly holds 15,000 shares following the sale.

Axle director Salvatore J. Bonanno Sr. disclosed acquiring 2,500
company shares at $9.81 a share on August 2.  Two days later, he
acquired 5,500 company shares at $9.89 a share.  He now directly
holds 25,000 shares following the two transactions.

Allan R. Monich, Axle's VP Quality, Warranty & Customer
Satisfaction, disclosed that he directly holds 19,650 shares as of
August 6.  He also holds employee stock options and restricted
stock units.  The restricted stock units will become payable in
cash in an amount equal to the then current market value of one
share of Company stock, subject to tax withholdings.

The restricted stock units will vest on the 5th anniversary of the
grant date of March 14, 2007, unless vesting is accelerated at the
end of the 3rd or 4th year of the grant.  Accelerated vesting will
be contingent upon the Company's achievement of predetermined
performance goals measured by total stockholder return as compared
to the TSR of the Company's competitor peer group.

                        About American Axle

Headquartered in Detroit, Michigan, American Axle & Manufacturing
Holdings Inc. (NYSE: AXL) -- http://www.aam.com/-- is a Tier I
supplier to the automotive industry.  American Axle manufactures,
engineers, designs and validates driveline and drivetrain systems
and related components and chassis modules for light trucks, sport
utility vehicles, passenger cars, crossover vehicles and
commercial vehicles.  AXL has financial support from GM, its
largest customer which accounted for 78% of sales in 2009.

At June 30, 2010, the Company had total assets of $2.027 billion
total liabilities of $2.548 billion, and a $520.4 million
stockholders' deficit.

                           *     *     *

As reported by the Troubled Company Reporter on August 5, 2010,
Moody's Investors Service raised American Axle's Corporate Family
Rating and Probability of Default Rating to B2 from Caa1.  The
raising of American Axle's CFR rating to B2 reflects the company's
improved operating performance over the past two quarters and
Moody's belief that this improvement will be sustained over the
intermediate term, supported by stable automotive vehicle
production in North America and cost structure improvements
completed by the company in 2009.  These conditions no longer
support the default risk indicated by the Caa rating.

American Axle carries a long-term issuer default rating of 'B'
from Fitch.  The TCR reported on July 28, 2010 that Fitch's credit
concerns for AXL are focused on high leverage which is expected to
decline considerably over the balance of 2010, negative cash flows
in recent years, underfunded pension plans, limited sales
diversification, risks to vehicle sales expectations which could
be optimistic if the jobless economic recovery restricts vehicle
volumes or if a double-dip recession occurs.

American Axle carries a 'B-' corporate credit rating from Standard
& Poor's Ratings Services.  S&P, which revised its outlook on AXL
to "positive" from "stable" in July 2010, believes American Axle
will generate a significant amount of positive free cash flow in
2010 because of its improved cost structure.


AMERIQUAL GROUP: Moody's Reviews 'B3' Corporate for Downgrade
-------------------------------------------------------------
Moody's Investors Service has placed the B3 corporate family and
Caa1 second lien notes ratings of Ameriqual Group LLC under review
for possible downgrade.

The review will consider Ameriqual's earnings potential as its
Meals-Ready-to-Eat contract with the U.S. Department of Defense
expires on December 31, 2010.  MRE volumes have comprised a
significant portion of the company's revenues in recent years.  If
the company is able to renew its multi-year position as the DoD's
top MRE provider, volume prospects should be enough to confirm the
B3 corporate family rating.  However, without a multi-year MRE
contract that sustains the company's MRE market share, elevated
leverage would likely follow, and the review would likely conclude
in ratings downgrade.  The foregoing acknowledges that, in Moody's
view, efforts to refinance the $85 million second lien notes due
April 2012 could be challenged without Ameriqual's continuing, top
MRE position.  Moody's expect to conclude the review toward the
end of 2010 as the MRE contract re-bid process concludes.

Ratings placed under review for possible downgrade (LGD
assessments are subject to change):

* Corporate family and probability of default, B3

* $85 million 9.5% second lien notes due April 2012, Caa1 LGD4,
  66%

Although the liquidity profile could weaken in 2011 as the
revolver's January 2012 expiry becomes near-term, the speculative
grade liquidity is unchanged at SGL3.  The SGL3 will be revisited
upon conclusion of the review.

Moody's last rating action on Ameriqual occurred on April 15,
2009, when the outlook was changed to negative from stable and the
B3 corporate family rating was affirmed.

Ameriqual Group, LLC, headquartered in Evansville, Indiana, is a
supplier of individual and group field rations to the U.S.
Department of Defense.  The company also provides contract
manufacturing and packaging services using thermal or high
pressure processes to consumer products and other food
distribution companies.


ANGEL MONTALVO: Case Summary & 21 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Angel Manuel Vargas Montalvo
          dba Supermercado El Pequeo Gigante
              Peter Liquor Store
        P.O. Box 1861
        Mayaguez, PR 00681

Bankruptcy Case No.: 10-07300

Chapter 11 Petition Date: August 11, 2010

Court: United States Bankruptcy Court
       District of Puerto Rico (Ponce)

Debtor's Counsel: Nydia Gonzalez Ortiz, Esq.
                  SANTIAGO & GONZALEZ
                  11 Calle Betances
                  Yauco, PR 00698
                  Tel: (787) 267-2205
                  E-mail: sgecf@yahoo.com

Scheduled Assets: $505,481

Scheduled Debts: $2,178,096

A list of the Debtor's 21 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/prb10-07300.pdf


ARIZONA HEART: Court OKs Deal on Cash Use Until October 15
----------------------------------------------------------
The Hon. George B. Nielsen, Jr., of the U.S. Bankruptcy Court for
the District of Arizona has approved a stipulation signed by
Arizona Heart Institute, Ltd., and lender Northern Trust, N.A.,
regarding the use of cash collateral until October 15, 2010.

The Debtor owes Northern Trust not less than $6,670,361 on account
of prepetition loans.  Northern Trust asserts liens on the
Debtor's assets, including its cash.

Christopher Graver, Esq., at Stinson Morrison Hecker LLP, explains
that the Debtor needs to use cash collateral money to fund its
Chapter 11 case, pay suppliers and other parties.  The Debtor will
use the collateral pursuant to a budget, a copy of which is
available for free at:

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

In exchange for using cash collateral, the Debtor will grant
Northern Trust a valid and perfected security interest and lien in
all of the Debtor's real property and personal property.  To the
extent that Northern Trust's interest in the cash collateral is
not adequately protected, Northern Trust will have an allowed
superpriority administrative expense claim.

The Debtor will deposit, sequester, and segregate all cash
collateral, including, cash held by Debtor as of the Petition Date
and all collections from accounts receivable, in a DIP account
established at Northern Trust.  Northern Trust's liens and
security interests in funds constituting Cash Collateral will
continue in full force and effect notwithstanding deposit in the
cash collateral account.

The U.S. Trustee for the District of Arizona objected to the
stipulated order providing for the use of cash collateral.  The
U.S. Trustee said that given the terms of the use of cash, the
Chapter 11 proceeding appears to be for the benefit of one
creditor Northern Trust.  Through the Stipulated Order alone,
Northern Trust in essence will control the disposition of the
assets in this case, extend its collateral rights post-petition,
and release possible lender liabilities, the U.S. Trustee pointed
out.

                       About Arizona Heart

Phoenix, Arizona-based Arizona Heart Institute, Ltd., is a
specialty outpatient clinic dedicated to the prevention, detection
and treatment of cardiovascular diseases.  It was founded by
Edward B. Diethrich, M.D., in 1971, and at its height operated
numerous offices across the Phoenix metropolitan area.

Arizona Heart filed for Chapter 11 protection on July 30, 2010
(Bankr. D. Ariz. Case No. 10-24062).  C. Taylor Ashworth, Esq.,
and Christopher Graver, Esq., at Stinson Morrison Hecker LLP,
assist the Debtor in its restructuring effort.  In its schedules,
the Debtor disclosed $16,925,342 in assets and $8,115,541 in
debts.


BAKERS FOOTWEAR: Common Stock to Be Delisted by NASDAQ
------------------------------------------------------
The NASDAQ Stock Market will delist the common stock of Bakers
Footwear Group, Inc.  Bakers Footwear Group, Inc.'s stock was
suspended on June 18, 2010 and has not traded on NASDAQ since that
time.

NASDAQ will file a Form 25 with the Securities and Exchange
Commission to complete the delisting for the company. The
delistings become effective ten days after the Form 25 is filed.

St. Louis, Mo.-based Bakers Footwear Group, Inc. (Nasdaq: BKRS) is
a national, mall-based, specialty retailer of distinctive footwear
and accessories for young women.  The Company's merchandise
includes private label and national brand dress, casual and sport
shoes, boots, sandals and accessories.  The Company currently
operates 239 stores nationwide.  Bakers' stores focus on women
between the ages of 16 and 35.  Wild Pair stores offer fashion-
forward footwear to both women and men between the ages of 17 and
29.


BERNARD MADOFF: Trustee Probes UniCredit Unit for Legal Claims
--------------------------------------------------------------
Erik Larson at Bloomberg News reports that Irving H. Picard, the
trustee liquidating Bernard L. Madoff Investment Securities LLC,
is probing for possible claims a UniCredit SpA unit that invested
$1.1 billion of client money in Bernard Madoff "feeder funds".

According to the report, Mr. Picard said in filing with the U.S.
Bankruptcy Court in New York that an ex-employee of the UniCredit
unit, Pioneer Alternative Investment Management in Dublin, should
be forced to give testimony about the unit's internal examinations
of the funds.

Bloomberg relates that Mr. Picard has sued feeder funds and Madoff
family members for the return of about $15 billion in fake profit
from the fraud.

                    About Bernard L. Madoff

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

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

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

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

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

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


BLOCKBUSTER INC: Q2 Loss at $69MM; Forbearance Extended to Sept 30
------------------------------------------------------------------
Blockbuster Inc. announced financial results for the second
quarter ended July 4, 2010.  The Company also reported that it has
reached agreement with certain of its senior secured noteholders
on a new Forbearance Agreement as it continues to engage in
productive discussions with certain of these noteholders and other
strategic parties regarding various recapitalization
opportunities.  The new Forbearance Agreement is substantially
similar to the prior forbearance agreement and is effective until
September 30, 2010, unless earlier terminated in accordance with
its terms.  The extension of the forbearance period provides
Blockbuster with additional time and flexibility as it seeks to
implement a more appropriate capital structure to support the
Company's strategies for long-term growth and enhanced financial
performance.

Jim Keyes, chairman and chief executive officer of Blockbuster
Inc., stated, "We appreciate the continued cooperation of our
senior secured noteholders and the other parties involved in our
ongoing recapitalization efforts.  While making progress, this
extension allows additional time to complete these complex,
multiparty negotiations.  To take advantage of its unique multi-
channel model and revitalize its global brand, Blockbuster will
require an improved capital structure.  Our objective is to
complete a recapitalization as soon as possible so we are better
positioned to focus our attention and resources on the strategic
opportunities to continue our business transformation."

Mr. Keyes continued, "In recent months, we have enhanced
Blockbuster's competitive position by:

  1. selectively advertising the availability of new releases 28
     days before our largest rental competitors;

  2. launching a partnership with Comcast offering our by-mail
     service to their customers;

  3. growing Blockbuster Express to approximately 6,000 automated
     retail machines, deployed by NCR; and

  4. expanding Blockbuster On Demand through Verizon Wireless'
     Droid X by Motorola, and through select Philips and Toshiba
     Blu-ray players."

                       Operational Update

In August, Blockbuster launched a marketing partnership with
Comcast covering store and by-mail channels.  This partnership
includes the launch of DVDs by Mail, a co-branded by-mail offer
available at http://www.DVDsbymail.com/ As part of the marketing
partnership, Blockbuster is installing Comcast-dedicated kiosks in
select stores that allow customers to quickly and easily learn
about, and sign up for, Comcast services.

As a result of the partnership, Comcast customers now have access
to Blockbuster's DVDs by-mail service through the new co-branded
Web site.  On the site, customers can browse the 95,000 movies and
television titles that are available on DVD and Blu-ray, create a
queue of titles they want to rent and then get the DVDs through
the mail or at a store, where they can also exchange their
rentals. Additionally, Comcast customers now have a range of
options for getting their movies and television programs.  They
can rent new releases the same day the titles are available in
stores for purchase, in many cases a full 28 days before other
entertainment providers have them.  Customers also have the option
of exchanging by-mail rentals at Blockbuster stores.

"This relationship gives us a cost-effective method for growing
the reach and scale of our by-mail platform and leverages the
power of our retail stores," Mr. Keyes said.

In early August, Blockbuster announced the incorporation of games
into its national by-mail offering. Subscribers can now select
from over 3,000 games and add them to their queue, just as they
would movies, at no additional charge. These available titles
represent approximately 90 percent of game titles released since
2000 for Xbox, Xbox 360, PlayStation 2, PlayStation 3 and Wii.

                 Second Quarter Financial Results

Total revenues for the second quarter of 2010 were $788 million,
compared to total revenues of $982 million for the same period one
year ago.

Net loss for the second quarter of 2010 was $69 million, or $0.32
per share, compared to a net loss of $37 million, or $0.21 per
share, in the second quarter of 2009.  Net loss for the second
quarter was affected by the closure of company-operated stores,
the decline in same-store sales, and liquidity issues including
costs associated with recapitalization initiatives and lease
termination costs.

Additional details regarding the Company's second quarter 2010
results may be found in its Quarterly Report on Form 10-Q for the
fiscal quarter ended July 4, 2010, filed with the Securities and
Exchange Commission.

                     New Forbearance Agreement

The new Forbearance Agreement was reached with noteholders who
have, collectively, represented that they hold approximately 70%
of the Company's 11.75% senior secured notes due 2014.  The
executing noteholders have agreed to forbear from exercising
certain rights and remedies they may have under the indenture and
related collateral documents arising from not receiving payments
due under the senior secured notes on July 1, 2010.  The
forbearance period, under the new Forbearance Agreement, will
expire on September 30, 2010, unless earlier terminated in
accordance with its terms.  The forbearance period may be extended
upon written agreement by the parties.

                        No Conference Call

Blockbuster said August 11 that in light of the sensitive nature
and fluid, rapid pace of ongoing negotiations related to its
recapitalization, it will not host a conference call in
conjunction with the earnings release.

                      About Blockbuster Inc.

Blockbuster Inc. -- http://www.blockbuster.com/-- is a global
provider of rental and retail movie and game entertainment.  It
has a library of more than 125,000 movie and game titles.

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

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

In February, Blockbuster hired law firm Weil, Gotshal & Manges and
investment bank, Rothschild Inc., to explore strategies for
cutting the Company's $1 billion debt load.

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.


BLOCKBUSTER INC: Fitch Downgrades Issuer Default Rating to 'RD'
---------------------------------------------------------------
Fitch Ratings has taken these rating actions on Blockbuster Inc.:

  -- Long-term Issuer Default Rating downgraded to 'RD' from 'C';

  -- $630 million senior secured notes downgraded to 'C/RR4' from
     'CC/RR3';

  -- $300 million senior subordinated notes affirmed at 'C/RR6'.

At July 4, 2010, Blockbuster had approximately $920.4 million of
debt outstanding.

The downgrade to 'RD' or 'Restricted Default' reflects Fitch's
opinion that the extension of the forbearance period indicates
that Blockbuster has experienced an uncured payment default on its
notes, although the company has not entered into a bankruptcy
filing.  On Aug. 13, 2010, Blockbuster announced that it had
entered into another Forbearance Agreement with holders of
approximately 70% of the outstanding principal amount of the
company's 11.75% senior secured notes due 2014, which will expire
on Sept. 30, 2010 unless it is terminated earlier in accordance
with the terms of the agreement.  The current forbearance period
may be extended upon written agreement by the parties.  Based on
the terms of the Forbearance Agreement, the forbearing holders
agreed to not take any action to enforce certain of their rights
or remedies under the indenture with respect to the company's
failure on July 1, 2010 to make the amortization and interest
payments.  Blockbuster had entered into a Forbearance Agreement
with the same holders on July 2, 2010.  Fitch had previously
stated on July 2, 2010, that it would downgrade the IDR to 'RD' if
the payment default was uncured at the end of the first
forbearance period on Aug. 13, 2010 or if there is an extension of
forbearance periods.

The ratings on Blockbuster's $630 million senior secured notes and
$300 million senior subordinated notes reflect Fitch's recovery
analysis which assumes a liquidation value of $331 million in a
distressed scenario.  Applying this value across the capital
structure and considering the pledge of Canadian assets to the
movie studios (including 459 stores) which was entered into in
March 2010 results in average recovery prospects (31%-50%) for the
senior secured notes, which have been downgraded to 'C/RR4' from
'CC/RR3'.  The senior secured notes are guaranteed by
Blockbuster's domestic subsidiaries and are secured by a first-
priority lien on substantially all of the company's and the
guarantors' assets such as land, buildings, improvements,
equipment, furniture, permits, licenses, subleases, and real
estate tax refunds owned by Blockbuster as well as collateralized
by pledges of stock of all of the company's domestic subsidiaries.
The senior subordinated notes are rated 'C/RR6', reflecting poor
recovery prospects (0%-10%) in a distressed case.


BROWN SHOE: Moody's Gives Positive Outlook, Affirms 'B2' Rating
---------------------------------------------------------------
Moody's Investors Service revised Brown Shoe Company, Inc.'s
ratings outlook to positive from negative and upgraded the
company's Speculative Grade Liquidity rating to SGL-2 from SGL-3.
All other ratings, including the B2 Corporate Family Rating, were
affirmed.

"The outlook change to positive reflects the significant
improvement in Brown Shoe's operating performance and credit
metrics," said Moody's Analyst, Mike Zuccaro.  "The company's
ratings could be upgraded in the near term should this performance
be sustained."

The upgrade of the Speculative Grade Liquidity rating to SGL-2
reflects the company's good liquidity, which is supported by the
expectation that balance sheet cash, positive free cash flow and
excess revolver availability will be more than sufficient to cover
working capital and capital spending needs over the next twelve
months.

Brown Shoe's B2 corporate family rating reflects the company's
weak, but improving, credit metrics, moderate scale, profitability
that is slightly below its peer group, and susceptibility to
shifts in consumer spending and preferences.  Supporting the
company's rating are numerous strengths, including its national
footprint, credible market position, solid portfolio of brand
names, and good liquidity.

These ratings were affirmed:

  -- Corporate family rating at B2;

  -- Probability-of-default rating at B2;

  -- $150 Million guaranteed senior unsecured notes due 2012 at B3
     (LGD5, 76%);

This rating was upgraded:

  -- Speculative Grade Liquidity Rating to SGL-2 from SGL-3.

The ratings outlook is positive.

Moody's last rating action for Brown Shoe was on March 9, 2009,
when the corporate family rating was downgraded to B2 with a
negative outlook.

Brown Shoe Company, Inc., headquartered in St. Louis, Missouri, is
a retailer and wholesaler of footwear.  About 72% of its revenue
is generated by its retail stores, which consist of 1,370 Famous
Footwear, Naturalizer, and F.X.  LaSalle stores in the U.S.,
Canada and China, and its e-commerce businesses.  Its portfolio of
branded footwear includes (but is not limited to); Naturalizer,
LifeStride, Connie, Buster Brown, E. Aigner, Via Spiga, Franco
Sarto, Dr. Scholl's, and Carlos Santana.


BUCKEYE TECHNOLOGIES: Dividends Won't Affect Moody's 'Ba2' Rating
-----------------------------------------------------------------
Moody's Investors Service said Buckeye Technologies' Ba2 Corporate
Family Rating and stable outlook are unchanged after the company
announced its Board of Directors has declared its first ever
quarterly cash dividend.

The latest rating action occurred on May 12, 2010, when Buckeye's
CFR was upgraded to Ba2 from Ba3.

Buckeye Technologies Inc., headquartered in Memphis, Tennessee, is
a producer of specialty fibers and non-woven materials sold to
makers of consumer and industrial goods.  The company is publicly
held (BKI) and reported revenues of $756 million in the fiscal
year ended June 30, 2010.


CATHOLIC CHURCH: Committee Objects to Wilm. Removal Extension
-------------------------------------------------------------
The Catholic Diocese of Wilmington, Inc., has filed a motion,
asking the U.S. Bankruptcy Court for the District of Delaware to
extend to October 28, 2010, the period within which it may remove
various civil actions pending as of the Petition Date.

The Official Committee of Unsecured Creditors argues that another
extension of the time within which the Diocese may remove various
civil actions pending as of the Petition Date will permit the non-
debtor defendants to easily vacate upcoming trial dates on the eve
of trial enabling them and their insurance carriers to avoid the
risk of trial verdicts.

The Diocese has sought and obtained two prior extensions.  The
recent request seeks extension of the Removal Period through
October 28, 2010.

The Diocese's current Removal Period expired on July 30, 2010.
Pursuant to Del.Bankr.L.R. 9006-2, the Removal Period is
automatically extended until the conclusion of the hearing to
consider the request, which is set for August 30, 2010.

In the absence of hard trial dates, the insurance carriers will
not make meaningful settlement offers and the global mediation
will not progress, Laura Davis Jones, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, tells Judge Sontchi.
She points out that lack of progress in the global mediation
prejudices the creditors' ability to obtain a timely resolution of
the Chapter 11 case.

Ms. Jones relates that the Diocese is a co-defendant with parishes
and religious orders in pending state court actions, seven of
which involve Francis DeLuca.  Trials of those cases are scheduled
to commence on October 25, 2010.

An extension of the Removal Period from July 30 to October 28
jeopardizes the October 25 trial dates, Ms. Jones argues.  She
asserts that if the extension is granted, any party to the state
court actions, including the Diocese and the non-debtor parishes,
can remove the state court actions to the District Court on the
eve of the state court trials effectively vacating the trial
dates.

The state court actions are at least facially removable as the
District Court has original jurisdiction over the claims against
the Diocese and under Section 1367(a) of the Judicial and
Judiciary Procedures Code, and can exercise supplementary
jurisdiction over the claims against the non-debtor defendants,
especially since the parishes filed contribution/indemnity claims
against the Diocese as part of their responses to the state court
abuse complaints, Ms. Jones explains.

"Common sense compels the conclusion that the mediation will not
progress until the parishes and their insurance carriers are
facing the risk and pressure of trial dates that cannot be easily
vacated by the filing of a notice of removal," Ms. Jones contends.
"The Committee recognizes that it is possible the non-debtor
parties and the carriers may simply defend the actions and not
settle but the likelihood of meaningful participation by the
carriers is greatly enhanced if the October 25 trial dates cannot
be evaded," she continues.  She adds that even if a global
settlement is not achieved in the mediation, the parties at least
will have the benefit of a jury's valuation of some of the abuse
cases.

The Unofficial Committee of 91 State Court Abuse Survivors joins
in the Creditors Committee's objection.  In addition, the
Unofficial Committee reminds the Bankruptcy Court that the DeLuca
cases had been set to commence the Monday after the bankruptcy was
filed late on Sunday night.

To allow removal of cases close to the October trial dates would
only allow a second last minute disruption to the Superior Court's
schedules and also to the claimants' well being, the Unofficial
Committee says.  By requiring removal well before the trial dates,
motions for remand and similar proceedings can occur, thus,
preserving the trial dates and the resources of the Superior
Court, the Unofficial Committee maintains.

                   About the Diocese of Wilmington

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

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

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


CATHOLIC CHURCH: Wilm. Parishes Want Automatic Stay Extended
------------------------------------------------------------
The Catholic Diocese of Wilmington, Inc., is asking the U.S.
Bankruptcy Court for the District of Delaware, pursuant to
Sections 105(a) and 362(a) of the Bankruptcy Code, to renew the
existing extension of the automatic stay to certain parishes to
prevent the continued prosecution of all pending actions arising
under the Delaware Child Victim's Act of 2007, in which the
Diocese and a parish are co-defendants.

The Diocese also seeks to extend the automatic stay to include a
pending case brought pursuant to the CVA against a parish, in
which the Diocese is not named as a defendant, but in which the
Diocese shares an insurance policy with a non-Debtor defendant.
The Non-Debtor Insurance Case is one of four pending cases against
a parish in which the Diocese is not named as a defendant.

Specifically, the Diocese asks that the Existing Extension should
be renewed to stay the Parish Co-Defendant Cases in their entirety
until 90 days after the conclusion of the mediation.  Should the
Mediation be unsuccessful in reaching a global resolution, the
Diocese asks that the request be without prejudice to its right to
seek a further extension of the stay.

James L. Patton, Jr., Esq., at Young Conaway Stargatt & Taylor,
LLP, in Wilmington, Delaware, relates that since the Petition
Date, the Diocese and its key personnel have been forced to focus
most, if not all, of their attention on numerous heavily contested
and negotiated matters in the bankruptcy case, including requests
for injunctive relief with respect to the Parish Co-Defendant
Cases, stay relief motions, disputes with the Creditors Committee
concerning interim withdrawals from the pooled investment account
by the non-debtor participants, and the ongoing global Mediation.

Hence, Mr. Patton asserts, rather than developing and implementing
a successful restructuring of the Diocese, the Diocese's key
personnel, including Monsignor Joseph P. Corsini, have devoted
countless hours assisting counsel to review and produce thousands
of pages of responsive documents, preparing for their depositions,
providing assistance to counsel, as well as attending and
testifying at the trial of the Phase I litigation in the PIA
adversary proceeding.

Absent a renewal of the Existing Extension, which has expired on
July 30, 2010, the Diocese will be embroiled once again in the
more than 70 pending Parish Co-Defendant Cases, Mr. Patton
contends.  As a result, he asserts, the Diocese and its key
personnel will be forced, yet again, to devote their time and
resources to litigating numerous matters rather than focusing on
the Mediation and implementing a successful restructuring of the
Diocese.

The Diocese seeks the requested relief to ensure that it will have
the breathing room necessary to avoid the diversion of its
resources, the distraction of its key personnel, who are essential
to the success of its restructuring, the prejudice through
collateral estoppel and claims for indemnification and
contribution, and the dissipation of assets that would occur if
the 70 or more lawsuits are permitted to go forward, Mr. Patton
tells the Court.  It is the Diocese's sincere hope that the
Mediation will be successful and will result in the resolution of
all claims against all parties, including the sued Parishes, he
continues.

If the Existing Extension is not renewed, Mr. Patton says, the
Diocese and its bankruptcy estate will be irreparably harmed and
the purposes and policies of the Bankruptcy Code will be
frustrated because, among other reasons:

  -- the continued prosecution of the Parish Co-Defendant Cases
     would violate Section 362(a) by depleting the estate's
     assets, thus, having an irreparable adverse impact on the
     estate to the detriment of other creditors;

  -- the Diocese could be subject to substantial and prejudicial
     collateral estoppel risks, which will effectively compel it
     and its key personnel to monitor and participate in the
     Parish Co-Defendant Cases resulting in substantial costs to
     the estate and irreparable harm to its ability to
     reorganize by distracting key personnel, who are needed to
     participate in the Diocese's reorganization process;

  -- judgments against the Parishes in the Parish Co-Defendant
     Cases could increase the likelihood of a judgment against
     the Diocese not only because of the collateral estoppel
     issues but also because the Parishes have asserted
     cross-claims for contribution against the Diocese in each
     Parish Co-Defendant Case and the Diocese would potentially
     have to indemnify the Parishes and other Non-Debtor Parties
     pursuant to agency principles; and

  -- the claims in the Non-Debtor Insurance Case and at least 26
     of the Parish Co-Defendant Cases are covered by insurance
     policies, which cover not only the Parishes in those cases,
     but the Diocese.  Thus, any proceeds paid to cover the
     Parishes for losses incurred in connection with the
     Non-Debtor Insurance Case and the Parish Co-Defendant Cases
     will directly reduce the amount of proceeds available to
     the Diocese to the detriment of other creditors.

Certain Underwriters at Lloyd's, London, joins in the Motion to
Renew.

The Diocese also sought and obtained a Court order for an
expedited consideration of the Motion to Renew.

Judge Christopher S. Sontchi ruled that the automatic stay
currently applicable to the Parish Co-Defendant Cases will remain
in full force and effect pending the determination of the Motion
to Renew.

The Diocese also notified the Court and parties-in-interest that
the Diocese intends to call on these witnesses:

                   Subject Matter
Witness             of Testimony               Relevance
-------            --------------              ---------
Rev. Msgr. J.      Factual allegations         To prove the
Thomas Cini        in the Motion to Renew      Diocese's prima
                                               facie case for
                                               the relief sought

William Waldorf    Diocese's and Parishes'     To prove the
                   liability insurance         dissipation of
                   coverage                    estate assets if
                                               the subject
                                               litigation is not
                                               stayed

                          Objections

A. Creditors Committee

The Official Committee of Unsecured Creditors argues that the
Motion to Renew reprises arguments that the Diocese made nearly 10
months ago at the outset of its bankruptcy case.

Specifically, the Committee continues, this was when the Diocese
sought extension of the automatic stay to non-debtor parishes to
halt state court sex abuse cases in which both the Diocese and its
parishes or other religious orders were co-defendants.

At that point in time, the parties-in-interest were able to agree
to stay the State Cases in their entirety in exchange for the
Diocese's and Parishes' production of certain critical documents,
Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, in
Wilmington, Delaware, tells Judge Sontchi.  However, she argues,
the Diocese's assertion, almost 10 months into its bankruptcy
case, that it needs a further stay of the State Cases is no longer
convincing or compelling.

In the Motion to Renew, the Diocese asks to "be given some
breathing room . . . to marshal its assets, to assess its
liabilities, and to plan for its successful reorganization," Ms.
Jones notes.  Having spent four days in a trial of the pooled
investment litigation, and five days in mediation, the Creditors
Committee is prompted to ask what the Diocese has been doing for
the past 10 months if not marshaling assets, assessing
liabilities, and planning for its successful reorganization, she
points out.

Aside from the critical practical considerations supporting a
denial of the Motion to Renew are the factual and legal realities
-- that the Diocese cannot satisfy its burden under Sections 105
and 362 of the Bankruptcy Code to extend the automatic stay to
non-debtor parties, Ms. Jones argues.  She adds that neither can
the Diocese satisfy its burden under Rule 7065 of the Federal
Rules of Bankruptcy Procedure for issuance of a preliminary
injunction.

Instead of the Diocese doing its parishes' bidding to protect them
from litigation, all parties would be better served if the looming
risk of costly verdicts in state court litigations prompted the
Diocese, the parishes, and the insurance carriers to come to the
mediation table with the intent to resolve the bankruptcy case
globally, Ms. Jones further contends, among other things.

B. Unofficial Committee of 91 State Court Abuse Survivors

In a letter addressed to Judge Sontchi, Thomas S. Neuberger, Esq.,
at The Neuberger Firm, P.A., in Wilmington, Delaware, asks the
Court to deny the Motion to Renew because trials on abuse
survivors' cases will soon begin.  The Abuse Survivors also filed
a separate response in opposition to the request.

Mr. Neuberger is the counsel for the Unofficial Committee of 91
State Court Abuse Survivors.

The pending request is another example of overreaching by the
Diocese in its efforts to avoid full public exposure of its
misdeeds and bad faith since its Chapter 11 filing, Mr. Neuberger
alleges.  He argues that, among other things, trials on the abuse
cases should be allowed to proceed because the Abuse Survivors
deserve their day in court.

Mr. Neuberger also alleges that the request seeks to alter the
status quo and affirmatively extend the stay to the case brought
by Abuse Survivor Barry Lamb, who is dying of cancer.  He says
that the case was specifically and intentionally omitted from
coverage of the earlier stays because the Diocese never was a
party to that proceeding.

The letter will also serve as the Abuse Survivors' pretrial
submission in adversary proceeding commenced by the Diocese
against tort claimants, Mr. Neuberger says.  He contends that the
Abuse Survivors will argue and seek to prove (i) that the Diocese
is violating all applicable principles of federalism and comity in
yet again seeking to upset the operations of the superior court,
and (ii) that the Diocese fails three of the four prongs of the
governing preliminary injunction test.  Thus, he insists, the
request should be denied.

                      Diocese Talks Back

The Diocese's commencement of its Chapter 11 case halted, if only
temporarily, a paradigmatic "race to the courthouse" that likely
would have resulted in litigants with earlier trial dates
receiving a disproportionate share of the Diocese's limited
assets, to the detriment of litigants with later trial dates as
well as other general unsecured creditors, relates James L.
Patton, Jr., Esq., at Young Conaway Stargatt & Taylor, LLP, in
Wilmington, Delaware.

From the beginning, Mr. Patton avers, the Diocese indicated its
intention to seek a mediated resolution with abuse plaintiffs,
likely through an alternative dispute resolution process
implemented in the Diocese's Chapter 11 plan, which would provide
for the full, fair and expeditious liquidation of abuse claims,
and which would expedite distributions to abuse plaintiffs and
other creditors and reduce litigation expenses that would
otherwise erode recoveries for all creditors.  Toward this end, he
asserts, the Diocese negotiated and obtained (i) a stay of
litigation against parish co-defendants to further the primary
goal of the bankruptcy case and construct a framework to discuss
settlement, and (ii) appointment of a case mediator to facilitate
settlement discussions among all parties to the bankruptcy case.

In its mediation orders, the Court extended the litigation stay
through July 30, 2010, presumably to permit the parties to focus
on mediation and to give the mediation a chance to work, Mr.
Patton asserts.  The Diocese suspects that the July 30 date
presupposed that the result of the mediation and thus, the
direction of the Chapter 11 case, would be known by then.
However, mediation results have not been known and the global
mediation is ongoing and will be reconvening August 31 and
September 1, 2010.

By its Motion to Renew, the Diocese intended merely to continue
the status quo ante pending the conclusion of the mediation, Mr.
Patton contends.  He alleges that in the Objections, the Court is
presented with arguments, facts and quite often,
misrepresentations of fact, and reams of documents that are simply
irrelevant to the Motion to Renew, and appear directed toward
ensuring media coverage for the upcoming hearing rather than the
merits of the request.

The Diocese has determined it is possible to further circumscribe
the relief requested while still achieving the fundamental goal of
the Motion to Renew, which is to preserve the status quo pending
conclusion of the global mediation, Mr. Patton says.  Based on the
tenor of the pleadings and the positions of the Creditors
Committee and the Abuse Survivors, the Diocese believes that if
the upcoming mediation does not put this case on track for a
consensual plan, further mediation with the Creditors Committee
and the Abuse Survivors may be pointless.

If the global mediation fails, then the Diocese intends to file a
Chapter 11 plan before the September 24, 2010 omnibus hearing, and
to seek termination of the general case stay and scheduling of
disclosure statement and plan confirmation hearings at that time,
Mr. Patton reveals.  He notes that the plan will necessarily
involve the parishes.

Accordingly, the Diocese no longer believes that a 90-day
extension of the litigation stay is necessary, and hence, amends
the relief requested in the Motion to Renew to extend the
litigation stay and impose it upon the one case not previously
covered until September 24, 2010, without prejudice to the
Diocese's right to seek further extension.

           Sept. 24 Extension Still Inflicts Injury,
                     Abuse Survivors Argue

The Abuse Survivors' counsel, Mr. Neuberger, tells Judge Sontchi
in a letter that any extension of the stay until September 24,
2010, still inflicts immediate irreparable injury on the Abuse
Survivors.

"[The Abuse Survivors] are not ping pong balls.  I have already
prepared them to testify and they have steeled themselves for the
hearing as scheduled," Mr. Neuberger argues.  He contends that the
Diocese's attempt to refocus its Motion to Renew plays fast and
loose with the record.

"[The Diocese] pretends that if the mediation fails it will not
seek further extension of the stay," Mr. Neuberger alleges.  "But
its form of Order states the stay is extended until September 24th
'unless otherwise ordered by this Court," he explains.

Mr. Neuberger also alleges that he and the Abuse Survivors are
sand bagged with a new surprise witness on whom they have no
information or discovery.  He notes that the Diocese has said it
would no longer call on the two previously disclosed witnesses,
and instead would call on Bishop W. Francis Malooly as witness in
the Motion to Renew hearing.

The Diocese seeks to breach the confidentiality of the mediation
process and call the Bishop to the stand to offer self serving
testimony that the process will be successful when he knows full
well that it was a complete failure, Mr. Neuberger contends.

Accordingly, Mr. Neuberger demands a right to cross examine Rev.
Msgr. J. Thomas Cini, the Diocese's secretary and vicar general of
administration.

                         *     *     *

Pursuant to the Diocese's statements on the record during the
telephonic hearing on the Motion to Renew held August 11, 2010,
Judge Sontchi lifted the automatic stay extended to the Parishes
with respect to Raymond Donahue and Barry Lamb so that they may
continue with the prosecution of their lawsuits against certain
Parishes.

Mr. Donahue has a pending action in the Delaware Superior Court
entitled Raymond Donahue v. Catholic Diocese of Wilmington, Inc.
and St. Thomas the Apostle Roman Catholic Church, Case No. S08C-
09-007 (THG).

Judge Sontchi dismissed without prejudice the Motion to Renew with
respect to Mr. Lamb.

The Court ruled that Mr. Lamb may continue with the prosecution of
his pending action in the Delaware Superior Court entitled Barry
Lamb v. St. Mary Magdalen Roman Catholic Church and St. Francis de
Sales Roman Catholic Church, Case No. 09C-06-187 (CLS).

Judge Sontchi will rule on the Motion to Renew after hearing
closing arguments today, the Associated Press reports.  Judge
Sontchi heard tearful testimonies from alleged abuse victims
during the August 12 hearing on the Motion to Renew.

According to AP's Randall Chase, Msgr. Thomas Cini was unable to
answer when asked by the Creditors Committee's counsel why
maintaining the stay is important to the mediation process.  Msgr.
Cini is the Diocese's vicar general and second-in-command.

                   About the Diocese of Wilmington

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

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

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


CATHOLIC CHURCH: Wilmington May File Plan by September 24
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended
the Catholic Diocese of Wilmington, Inc.'s exclusive periods to:

  (a) file a Chapter 11 plan of reorganization through and
      including October 1, 2010; and

  (b) solicit acceptances of that plan through and including
      December 3, 2010, without prejudice to ask for further
      extensions.

The Diocese recently revealed that it intends to file a Chapter 11
plan of reorganization before the September 24, 2010 omnibus
hearing, if the global mediation in the bankruptcy case fails.

As previously reported, the initial mediation sessions held last
June 25 to 27 and July 2 to 3, 2010, did not result in a
negotiated plan.  The Mediators have decided to reconvene the
mediation in late August or early September 2010, with the exact
date and time to be determined.

Aside from seeking an extension of its exclusive plan filing
period, the Diocese has also asked the Court to renew the existing
extension of the automatic stay to certain parishes to prevent the
continued prosecution of all pending actions arising under the
Delaware Child Victim's Act of 2007.  The Diocese asserts that the
purpose of the Motion to Renew is to preserve the status quo
pending conclusion of the global mediation.

The Official Committee of Unsecured Creditors and several abuse
survivors, plaintiffs and claimants opposed the Motion to Renew.

                   About the Diocese of Wilmington

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

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

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


CENTENNIAL PLAZA: Case Summary & 3 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Centennial Plaza Partners, LTD
        302 West Commerce Street
        1126 Avenue A, Denton, Texas
        Dallas, TX 75208

Bankruptcy Case No.: 10-42694

Chapter 11 Petition Date: August 11, 2010

Court: United States Bankruptcy Court
       Eastern District of Texas (Sherman)

Debtor's Counsel: Eric A. Liepins, Esq.
                  12770 Coit Road, Suite 1100
                  Dallas, TX 75251
                  Tel: (972) 991-5591
                  E-mail: eric@ealpc.com

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

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

A list of the Company's three largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/txeb10-42694.pdf

The petition was signed by Eric Hill, managing member of Debtor's
general partner.


CENTERLINE FINANCIAL: Moody's Downgrades Ratings on Notes to 'B3'
-----------------------------------------------------------------
Moody's Investors Service announced that it has downgraded the
ratings of these notes issued by Centerline Financial LLC:

  -- US$30 million Senior Revolving Term Loan Notes, Downgraded to
     B3 (sf); previously on May 19, 2010 Downgraded to Baa2 (sf)
     and Placed Under Review for Possible Downgrade

This structured finance transaction, issued in 2006, references a
portfolio consisting of credit default swap on tax credit
investments in housing projects.

The portfolio of Centerline Financial LLC consists of five Tax
Credit Funds that have a total of approximately $590 million in
original equity contribution to tax credit funds.  Centerline
Financial LLC provides guarantees of an Internal Rate of Return
on each of the five funds.  The return of these funds is provided
primarily from tax credits and losses from the properties owned
by each fund.  Moody's has downgraded the ratings due to
deterioration in the credit quality of the portfolio based on
property level information on the Tax Credit funds.  Currently
the amount of equity available in the deal is approximately
$68 million.  By comparison, properties that are on Centerline
Financial LLC's watch list as of first quarter 2010 amount to
$207M measured in terms of equity contribution to the tax credit
fund.  Of this amount, $59M are on properties with low internal
ratings assigned by Centerline Financial LLC.

Moody's notes that there are approximately 70 properties
referenced in the portfolio, 25 of which are currently on
Centerline Financial LLC's watchlist.  In addition, tax credit
investments generally are expected to have low recovery on
foreclosure of properties.  The current portfolio has 100%
exposure to the housing sector, which has demonstrated high
correlation between credits in the sector, and has performed
poorly under current market conditions.

The portfolio of Centerline Financial LLC consists of Tax Credit
Fund properties that are not publicly rated by Moody's.  A default
probability rating scale is derived based on an algorithm that
relies on underwritten Debt Service Coverage Ratios for properties
that have not stabilized yet, and twelve month DSCR for stabilized
properties.  The Weighted Average Rating Scale of the portfolio
lies in the below investment grade category.

Moody's had previously downgraded the rating of the notes due to
significant credit concerns and put it on review for possible
further downgrade to assess the credit risk associated with the
tax credit portfolio.  Since then, a CDS on one poorly performing
fund has been removed from the portfolio.  The CDS on the fund was
novated by a transfer of the Counterparty on the CDS from
Centerline Financial LLC to Centerline Financial Holdings.
However, in the interim, additional properties have defaulted, and
more properties that have additional risk of default have been
identified.

In analyzing this transaction, Moody's assigned a default
probability for each name according to the idealized corporate
default rates and the default probability rating scale derived
from DSCR values.  Moody's used a default distribution generated
by CDOROM to evaluate the expected losses for the tranches.
CDOROM is based on a Monte Carlo simulation framework, within
which, defaults are generated so that they occur with the
frequency indicated by the default probability for each credit in
the pool.  Correlated defaults are simulated using a normal (or
"Gaussian") copula model that applies an asset correlation
framework.  In addition, Moody's incorporated recovery rate
assumptions that are significantly lower than the standard mean
recovery rate assumption of 45% for bonds .  The correlation
framework as described in Moody's synthetic CDO rating methodology
was used to assess the risk of the portfolio.  A minimum
correlation factor of approximately 20% was applied compared to 5%
at closing.

Moody's says that there is a high degree of uncertainty with
respect to the cash flow characteristics of guarantees of Internal
Rate of Return of multiple funds based on the projected future tax
credits on the properties.  Additionally, the transaction has
benefited from certain external support from other Centerline
entities although there is also a lack of clarity regarding the
continued support in the future.  Taking all these into account,
Moody's believes that the increased risk of the portfolio and high
degree of uncertainty regarding the cash flow analysis, including
assessing the default probability and recovery rate of the
exposures in the portfolio, is consistent with a B3 (sf) rating.


CHEMTURA CORP: Canadian Unit Proposes to Keep Intercompany Pacts
----------------------------------------------------------------
Chemtura Canada Co./Cie's business and financial affairs are
intimately linked to those of the Original Debtors and are
exceedingly complex, Richard M. Cieri, Esq., at Kirkland & Ellis
LLP, in New York, relates.

As a wholly owned indirect Foreign Subsidiary of Chemtura Corp.,
Chemtura Canada has traditionally participated in the integrated
Cash Management System through the International Cash Management
System.  The centerpiece of the International Cash Management
System is Crompton Financial Holdings, an Irish corporation that
is indirectly owed by Chemtura Corp.  CFH maintains an account in
Ireland that serves as the concentration account for more than
100 additional bank accounts maintained by the Foreign
Subsidiaries as part of the International Cash Management System.

Chemtura Corp. uses CFH to maintain various day-to-day operating
relationships between the Original Debtors and their non-Debtor
affiliates as well as among the Foreign Subsidiaries.  These
operating relationships include intercompany sales, centrally
billed expenses, intercompany loans, and royalties.

Chemtura Canada's cash needs are managed on a day-to-day basis
out of its facility located in Elmira, Ontario with oversight
provided by Chemtura Corp.'s management located in Middlebury,
Connecticut.  Chemtura Canada has, since the Original Petition
Date, participated in the Intercompany Arrangements with the
Original Debtors on the same basis as the Foreign Subsidiaries.

As of August 9, 2010, Chemtura Corp. owes Chemtura Canada about
$9.8 million on account of Intercompany Arrangements, consisting
primarily of the intercompany sale of goods between the two
entities, according to Stephen Forsyth, executive vice president
and chief financial officer of Chemtura Corp.

Canada also participates in the International Cash Management
System through a long-term Intercompany Loan payable to CFH.
Chemtura Canada generally funds its operations through sales in
the ordinary course of business, but where Chemtura Canada needs
access to additional liquidity, that liquidity is periodically
provided by CFH through the CFH Intercompany Loan.

As of the Petition Date, Chemtura Canada owes CFH approximately
$22 million on account of the CFH Intercompany Loan, Mr. Forsyth
reveals.

By this motion, the Debtors ask the Court to:

  (a) allow Chemtura Canada to continue to participate in
      Intercompany Arrangements with them as well as certain
      Foreign Subsidiaries in the ordinary course of business;
      and

  (b) grant postpetition Intercompany Claims administrative
      expense priority pursuant to Section 364, 503(b)(1) and
      507(a)(2) of the Bankruptcy Code.

The Debtors anticipate at this time that Chemtura Canada will
need only minimal access to funds from the Original Debtors via
the Foreign Investment Basket.  The Debtors are thus seeking
authority for Chemtura Canada to borrow on an intercompany basis
from the Original Debtors under the Foreign Investment Basket on
a postpetition basis.

Additionally, to provide CFH and the Original Debtors with
comfort that postpetition amounts borrowed by Chemtura Canada
will be paid in full, Chemtura Canada is seeking authority for the
postpetition amounts owed by Chemtura Canada to CFH under the CFH
Intercompany Loan or to the Original Debtors on account of
postpetition borrowings under the Foreign Investment Basket to be
granted administrative expense priority.

Mr. Forsyth discloses that Chemtura Canada expects its additional
borrowing needs will range between $0 to $5 million during the
course of its Chapter 11 cases.

A copy of Chemtura Canada's cash forecast for the 13-week period
beginning August 1, 2010, is available for free at:

  http://bankrupt.com/misc/ChemCan_CshFlwFrcst_AugtoOct2010.pdf

Chemtura Canada also regularly participates in Intercompany
Arrangements with other Foreign Subsidiaries.

Because the Foreign Subsidiaries are not subject to the Chapter
11 proceedings, the Intercompany Arrangements have previously
been settled through a netting process and not transfers of
funds.  Chemtura Canada is thus seeking authority to continue the
netting process with respect to Intercompany Arrangements with
other Foreign Subsidiaries in the ordinary course of business,
but will settle postpetition obligations related to Intercompany
Arrangements between Chemtura Canada and non-Debtor affiliates by
transferring funds between the Canadian Bank Accounts and the
appropriate accounts in the International Cash Management System.


                          *     *     *

U.S. Bankruptcy Judge Robert Gerber entered an interim order
approving the Debtors' request.

Any objections to the Debtors' request on a permanent basis must
be filed no later than September 9, 2010, at 4:00 p.m. EDT.  If an
objection is timely filed and served so as to be  received on or
before the Objection Deadline, the objection will be set for
hearing on September 16, 2010, at 9:45 A.M. EDT.

                       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: Chem Canada to Act as Foreign Rep. in CCAA Cases
---------------------------------------------------------------
Chemtura Corp. and its units sought and obtained an order from
Judge Robert E. Gerber of the U.S. Bankruptcy Court for the
Southern District of New York authorizing Chemtura Canada Co./Cie
to act as the foreign representative on behalf of its estate in
the proceeding commenced under the Companies' Creditors
Arrangement Act in the Ontario Superior Court of Justice
Commercial List in Toronto, Ontario, Canada.

Richard M. Cieri, Esq., at Kirkland & Ellis LLP, in New York,
relates that Chemtura Canada will be commencing a CCAA Proceeding
in conjunction with the commencement of its Chapter 11 case.

Under the provisions of the CCAA, the Canadian Court will
recognize the Debtors' Chapter 11 cases as a "foreign proceeding"
and thus be able to coordinate the CCAA Proceeding with the
Chapter 11 cases only if an entity has been authorized to act as
the "foreign representative" of Chemtura Canada's estate.

Pursuant to Judge Gerber's order, Chemtura Canada is permitted to
file the Bankruptcy Court Order with the Canadian Court as the
instrument authorizing Chemtura Canada to act as the Foreign
Representative.

                       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 to Deem Diacetyl Claims Filed vs. Chem CA
-----------------------------------------------------------------
Chemtura Corp. and its units sought and obtained an order from the
Court deeming all proofs of claim timely filed or deemed timely
filed against the Original Debtors on account of alleged direct or
indirect injury from exposure to diacetyl, acetoin or
acetaldehyde, including all claims for indemnification or
contribution relating to alleged injury from exposure to diacetyl,
acetoin or acetaldehyde, as filed against Chemtura Canada in its
Chapter 11 case.

A list of the Diacetyl Claims is available for free at:

         http://bankrupt.com/misc/ChemDiacCs2Canada.pdf

After exploring all available alternatives to address Chemtura
Canada's exposure to Diacetyl Claims, the Debtors have determined
that commencing Chemtura Canada's Chapter 11 case and related
CCAA Proceeding so that the Debtors' Plan's treatment of Class 10
Diacetyl Claims will also apply to Chemtura Canada represents the
best available mechanism for Chemtura Canada to address its
exposure on account of the Diacetyl Claims while preventing
deterioration in the value of Chemtura Canada's business and the
impact the liabilities could have on its business operations in
the future, Richard M. Cieri, Esq., at Kirkland & Ellis LLP, in
New York, relates.

Twenty-two lawsuits are pending against Chemtura Corp. or
Chemtura Canada based on allegations that exposure to diacetyl
manufactured by Chemtura Corp. and Chemtura Canada caused
respiratory illness in numerous food industry factory workers.

Deeming the Diacetyl Claims filed against the Original Debtors to
be filed against Chemtura Canada and addressing those claims in
the Chapter 11 cases does not increase the total amount of
potential asserted claims against Chemtura Canada and therefore,
does not prejudice non-diacetyl creditors, Mr. Cieri emphasizes.
He explains that Chemtura Canada is already aware of its
potential liability on account of the Diacetyl Claims either
through direct assertions of claims or because Chemtura Corp. can
assert an indemnity claim against Chemtura Canada to the extent
Chemtura Corp. is found liable for any Diacetyl Claim.

                       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: Prices $295MM Sr. Term Loan at 99.0% of Principal
----------------------------------------------------------------
Chemtura Corporation, debtor-in possession has priced a senior
secured term loan in the principal amount of $295 million.  The
term loan will be funded at 99.0% of its principal amount and will
bear interest at a rate per annum equal to the then current
reserve adjusted LIBO rate (with a floor of 1.5%) plus a margin of
4.0%, or, at the Company's election, at a rate per annum equal to
a floating base rate plus a margin of 3.0%.  The term loan is
expected to close, subject to customary closing conditions, on
August 27, 2010 concurrently with the closing of the previously
announced offering of $455 million in principal amount of
unsecured senior notes due 2018.

Chemtura is offering the senior notes and entering into the term
loan as part of its anticipated exit financing package pursuant to
its Chapter 11 plan of reorganization, if the Plan is confirmed.
The net proceeds of the senior notes offering and term loan will
be funded into a segregated escrow account until the Plan is
confirmed by the Bankruptcy Court and certain other conditions are
satisfied.  Upon satisfaction of the escrow conditions, including
confirmation of the Plan, Chemtura intends to use the net
proceeds, together with cash on hand and a $275 million senior
asset based revolving credit facility that the Company plans to
enter into concurrently with its emergence from Chapter 11, to
make payments contemplated under the Plan and to fund Chemtura's
emergence from Chapter 11.

The term loan will be guaranteed by each of Chemtura's current and
future domestic subsidiaries, other than certain excluded
subsidiaries and will be a secured obligation of Chemtura and the
guarantors.

                      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: Prices $455-Mil. Sr. Notes Offering at 99.269%
-------------------------------------------------------------
Chemtura Corporation, debtor-in possession has priced an offering
at 99.269 percent of $455 million aggregate principal amount of
unsecured senior notes due 2018, which will bear interest at a
rate of 7 7/8% per annum, in a private placement under Rule 144A
and Regulation S.  The offering is expected to close on August 27,
2010.  Chemtura is offering the senior notes as part of its exit
financing package pursuant to its Chapter 11 plan of
reorganization, if the Plan is confirmed. As part of its exit
financing, Chemtura plans to enter into a $275 million senior
asset-based revolving credit facility for working capital and
general corporate purposes.  Chemtura expects its senior secured
term loan to price and allocate on August 16, 2010.  The term loan
is expected to close, subject to customary closing conditions,
concurrently with the closing of the senior notes offering.

The net proceeds of the senior notes offering and term loan will
be funded into a segregated escrow account until the Plan is
confirmed by the Bankruptcy Court and certain other conditions are
satisfied.  Upon satisfaction of the escrow conditions, including
confirmation of the Plan, 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 senior 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 term
loan will be guaranteed by the same subsidiaries that guarantee
the senior notes.  It will be a secured obligation of Chemtura and
the guarantors.

The senior notes will be offered in the United States to qualified
institutional buyers pursuant to Rule 144A under the Securities
Act of 1933, as amended, and to non-U.S. persons in reliance on
Regulation S under the Securities Act.  The senior 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).


CHRYSLER LLC: Legal Fees Approach $85 Million Mark
--------------------------------------------------
Eric Morath at Dow Jones Daily Bankruptcy Review reports that
attorney and adviser fees in Chrysler LLC's case are nearing
$85 million -- a bill that will largely be footed by the U.S.
taxpayer.

Mr. Morath relates that through April 30, attorneys and advisers
in the case were paid a total of $82.1 million for fees and
$2.75 million for expense reimbursements, according to court
papers filed last week.

Dow Jones says more than a third of the total fees come from its
primary bankruptcy law firm, Jones Day LLP, which charged
$33.6 million for one year of work on the Company's case.  Jones
Day charged an average of $500 per hour for the work done during
the first four months of this year.  Capstone Advisory Group LLC
charged $29.25 million for its services, including a one-time
$17 million transaction fee.

Dow Jones also says Chrysler's bankruptcy estate also paid the
bills for its unsecured creditors committee.  Law firm Kramer
Levin Naftalis & Frankel LLP was paid $5.76 million to represent
the creditors, while the committee's financial adviser, Mesirow
Financial Consulting LLC, took in $3 million.

Dow Jones notes that Chryslerkept its bankruptcy bills in check,
relatively.  Nortel Networks, a company about a quarter the size
of Chrysler when it filed for Chapter 11 in January 2009, has paid
its attorneys and advisers $76 million in fees through the first
18 months of the case, Dow Jones points out, citing Am Law Daily.

Lehman Brothers Holdings Inc., the largest company to ever file
for bankruptcy protection in the U.S., has paid its attorneys and
advisers $846.9 million through June. It sought Chapter 11
protection on Sept. 15, 2008.

                    About Chrysler Group LLC

Chrysler Group LLC, formed in 2009 from a global strategic
alliance with Fiat Group, produces Chrysler, Jeep(R), Dodge, Ram
Truck, Mopar(R) and Global Electric Motorcars (GEM) brand vehicles
and products.  Headquartered in Auburn Hills, Michigan, Chrysler
Group LLC's product lineup features some of the world's most
recognizable vehicles, including the Chrysler 300, Jeep Wrangler
and Ram Truck.  Fiat will contribute world-class technology,
platforms and powertrains for small- and medium-sized cars,
allowing Chrysler Group to offer an expanded product line
including environmentally friendly vehicles.

                      About Chrysler LLC

Chrysler LLC and 24 affiliates on April 30, 2009, sought Chapter
11 protection from creditors (Bankr. S.D.N.Y (Mega-case), Lead
Case No. 09-50002).  Chrysler hired Jones Day, as lead counsel;
Togut Segal & Segal LLP, as conflicts counsel; Capstone Advisory
Group LLC, and Greenhill & Co. LLC, for financial advisory
services; and Epiq Bankruptcy Solutions LLC, as its claims agent.
Chrysler has changed its corporate name to Old CarCo following its
sale to a Fiat-owned company.  As of December 31, 2008, Chrysler
had $39,336,000,000 in assets and $55,233,000,000 in debts.
Chrysler had $1.9 billion in cash at that time.

In connection with the bankruptcy filing, Chrysler reached an
agreement with Fiat SpA, the U.S. and Canadian governments and
other key constituents regarding a transaction under Section 363
of the Bankruptcy Code that would effect an alliance between
Chrysler and Italian automobile manufacturer Fiat.  Under the
terms approved by the Bankruptcy Court, the company formerly known
as Chrysler LLC on June 10, 2009, formally sold substantially all
of its assets, without certain debts and liabilities, to a new
company that will operate as Chrysler Group LLC.  Fiat has a 20%
equity interest in Chrysler Group.

Dow Jones reports that the U.S. and Canadian governments provided
Chrysler with $4.5 billion to finance its bankruptcy case.  Those
loans are to be repaid with the proceeds of the bankruptcy
estate's liquidation.


CHURCH & DWIGHT: Upgraded by Moody's to Investment Grade
--------------------------------------------------------
Moody's Investors Service upgraded Church & Dwight Company, Inc.'s
investment grade.  As a consequence, Moody's upgraded the secured
bank facility to Baa2 and the senior subordinated notes to Ba1.
Moody's withdrew the company's Ba1 corporate family rating,
probability of default rating and loss given default assessments
consistent with Moody's practices for investment grade issuers.
The rating outlook is stable.  This rating action concludes a
review for possible upgrade initiated on June 10, 2010.

CHD's upgrade to investment grade reflects the company's strong
credit metrics and history of good organic growth despite a
difficult operating environment.  In addition, Moody's believes
that CHD will maintain a conservative financial policy.

CHD's organic sales growth for the first quarter of 2010 and for
the full year 2009, was above its peers; supported by its focus on
value oriented products that thrive in a weak consumer
environment.  Continuous investment in its portfolio of premium
brands drives revenue and earnings stability, supports margin
improvement and positions them well for when the economy recovers.
As of the twelve months ended March 31, 2010, debt-to-EBITDA was
1.6 times, down from 2.2 times for the same period the previous
year.  Given CHD's low leverage, sizable cash balance of
$450 million and the expectation of good free cash flow during
2010, the company's financial flexibility is very good and leaves
the company well positioned within the Baa3 rating category.

These ratings were upgraded:

Church & Dwight Company, Inc.

* $100 million senior secured revolving credit facility to Baa2
  from Baa3;

* $490 million senior secured term loan facility to Baa2 from
  Baa3;

* $250 million senior subordinated notes to Ba1 from Ba2;

These ratings were withdrawn:

* Corporate family rating at Ba1;
* Probability-of-default rating to Ba1;

Moody's last rating action was on June 10, 2010, when Moody's
placed Church & Dwight's ratings under review for upgrade to
investment grade.

Church & Dwight Company, Inc., based in Princeton, New Jersey, is
a leading marketer and manufacturer of a broad portfolio of
household and personal care consumer products, historically under
the Arm and Hammer brand name, and is also the world's leading
sodium bicarbonate producer.  The company's brands also include
OxiClean, Orajel, Trojan, Spinbrush, and Xtra.  The company has
grown significantly via acquisitions.  Total revenues for the last
twelve months ended June 30, 2010, were approximately
$2.6 billion.


CIRCLE S: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Circle S Grocery, Inc.
        P.O. Box 1050
        Farmington, NM 87499

Bankruptcy Case No.: 10-14057

Chapter 11 Petition Date: August 11, 2010

Court: United States Bankruptcy Court
       New Mexico (Albuquerque)

Judge: Robert H. Jacobvitz

Debtor's Counsel: William F. Davis, Esq.
                  6709 Academy NE, Suite A
                  Albuquerque, NM 87109
                  Tel: (505) 243-6129
                  Fax: (505) 247-3185
                  E-mail: daviswf@nmbankruptcy.com

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

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

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/nmb10-14057.pdf

The petition was signed by Bernie Strunk, president.


CIRCUIT CITY: Files Committee-Backed Liquidating Plan
-----------------------------------------------------
Circuit City Stores, Inc., its debtor-affiliates, and the Official
Committee of Unsecured Creditors filed with the U.S. Bankruptcy
Court for the Eastern District of Virginia their Second Amended
Joint Plan of Liquidation on August 9, 2010.

To provide parties-in-interest with updated and additional
information concerning the Second Amended Plan and events since
the Court approved the disclosure statement explaining the Plan
Proponents' First Amended Joint Plan of Liquidation in September
2009, the Plan Proponents filed a supplemental disclosure.

The Supplemental Disclosure provides information regarding, among
other things, significant events occurring since filing of the
Original Plan, differences between the Original Plan and the
Amended Plan, certain risk factors to be considered, an updated
analysis concerning recoveries under the Amended Plan and
recoveries under a hypothetical Chapter 7 liquidation, and an
updated analysis of the effect of substantive consolidation under
the Amended Plan.

The Second Amended Plan provides for the orderly liquidation of
the remaining assets of the Debtors and the distribution of the
proceeds of the liquidation of the Debtors' assets according to
the priorities set forth in the Bankruptcy Code.  There are 18
distinct legal entities that are being liquidated pursuant to the
Amended Plan.

The Second Amended Plan provides for the creation of a Liquidating
Trust that will administer and liquidate all remaining property of
the Consolidated Debtors, including causes of action, not sold,
transferred or otherwise waived or released before the effective
date of the Amended Plan and for the funding of the Liquidating
Trust.

The Second Amended Plan also provides for:

  -- distributions to certain Holders of Administrative Claims
     and Priority Claims and to other Claimholders;

  -- the termination of all Interests in the Consolidated
     Debtors, the substantive consolidation of Consolidated
     Debtors, and the transfer of any remaining Estate Assets of
     the Consolidated Debtors to the Liquidating Trust; and

  -- the wind-down of the affairs of Ventoux International,
     Inc., and InterTAN, Inc., and the implementation of certain
     corporate actions to attempt to maximize value that may be
     realized from the CCAA Proceedings.

Objections to the Amended Plan are due August 30, 2010.

Copies of the Amended Plan and the Supplemental Disclosure are
available for free at:

    http://bankrupt.com/misc/CCSI_2ndAmendedPlan_080910.pdf
    http://bankrupt.com/misc/CCSI_SuppDisclosure_080910.pdf

                   Substantive Consolidation

The Amended Plan contemplates and is predicated upon entry of an
order consolidating the Estates and the Chapter 11 cases of the
Consolidated Debtors pursuant to the Global Plan Settlement.
Ventoux and InterTAN will not be substantively consolidated with
each other or with the Consolidated Debtors.

On the Effective Date, the Global Plan Settlement provides that:

  (a) all Intercompany Claims by, between and among the
      Consolidated Debtors will be eliminated;

  (b) all assets and liabilities of the Consolidated Debtors
      will be merged or treated as if they were merged with the
      assets and liabilities of Circuit City;

  (c) any obligation of a Consolidated Debtor and all guarantees
      thereof by one or more of the other Consolidated Debtors,
      including the Landlord Guaranty Claims, will be deemed to
      be one obligation of Circuit City;

  (d) the Interests in the Consolidated Debtors will be
      cancelled; and

  (e) each Claim filed or to be filed against any Consolidated
      Debtor will be deemed filed only against Circuit City and
      will be deemed a single Claim against and a single
      obligation of Circuit City.

All Claims based on guarantees of collection, payment or
performance made by any Consolidated Debtor as to the obligations
of another Consolidated Debtor will be released and will be of no
further force and effect.

The Global Plan Settlement further provides that on the Effective
Date, an Allowed Landlord Guaranteed Claim will be deemed to have
a value equal to 150% of the Allowed amount of a Landlord
Guaranteed Claim.

The Plan Proponents believe that substantive consolidation of the
Consolidated Debtors pursuant to the Global Plan Settlement is in
the best interest of the Debtors' Estates and parties-in-interest
because there may be significant Intercompany Claims between
certain of the Debtors.  They, however, determined ultimately
that, on balance, these Intercompany Claims were unlikely to
materially affect creditor recoveries.  They further determined
that the process of disentangling the Estates would be both time-
consuming and extremely costly, even assuming the Estates could be
disentangled, and that these costs would likely outweigh any
benefits of pursuing the disentanglement.

The Plan Proponents note that since filing the Disclosure
Statement, as a result of various Claims objections, it appears
that Creditors holding Claims against Circuit City Stores PR, LLC,
may have an argument that they would receive a greater
distribution on account of their Claims if the assets and
liabilities of the PR Debtor were not consolidated with the assets
and liabilities of all of the other Consolidated Debtors.  The
Plan Proponents believe that there are substantial defenses to
those arguments and that litigation over those issues would be
complex, time consuming and extremely costly and would involve
disputes regarding appropriate assumptions to be made with respect
to Intercompany Claims and success on various potential litigation
positions.

The Plan Proponents assert that they do not seek substantive
consolidation to deprive a specific Creditor or group of Creditors
of their rights while providing a windfall to other Creditors.
The Plan Proponents argue that they are seeking substantive
consolidation because they believe that, given the limited funding
available to unsecured Creditors, the expense involved in
disentangling the financials of the individual Estates, and the
costs associated with a Subsidiary Debtor prosecuting litigation
positions and separate plans, the recovery by Creditors of Circuit
City and the other Consolidated Debtors will be maximized by
consolidating the assets of each of the Consolidated Debtors in
accordance with the Global Plan Settlement, without unduly
burdening the creditors of any particular estate.

                           Reserves

The Amended Plan has been revised to provide for Reserves.  In
particular, the Second Amended Plan provides for the creation of:

  * the Liquidating Trust Operating Reserve;
  * the Professional Fee Claims Reserve;
  * the Administrative Claims Reserve;
  * the Priority Tax Claims Reserve;
  * the Miscellaneous Secured Claims Reserve;
  * the Non-Tax Priority Claims Reserve; and
  * the Disputed Unsecured Claims Reserve.

Holders of Allowed Administrative, Professional, Priority Tax,
Non-Tax Priority, and Miscellaneous Secured Claims will be paid,
to the extent provided by the Amended Plan, out of the appropriate
Reserve.  It is a condition to the Effective Date that the Debtors
must have sufficient Cash to make all required payments to be made
on the Effective Date and to fund the Liquidating Trust Operating
Reserve, the Professional Fee Claims Reserve, the Administrative
Claims Reserve, the Priority Tax Claims Reserve, the Miscellaneous
Secured Claims Reserve and the Non-Tax Priority Claims Reserve.

The Liquidating Trustee will segregate the Cash held in each of
the Reserves and will not commingle the Cash held therein.  In the
event, however, that a Reserve does not contain adequate Cash to
pay all applicable Claims, the Liquidating Trustee may segregate
additional Available Cash in the Reserve.  Moreover, in the event
that Cash remains in any of the Reserves after all Allowed Claims
applicable to that Reserve have been paid in full and all other
Claims applicable to that Reserve have been Disallowed or
otherwise resolved, the Cash will become Available Cash and will
be distributed in accordance with the terms of the Amended Plan
and the Liquidating Trust Agreement.

The actual recoveries under the Amended Plan by the Debtors' Claim
and Interest Holders will be dependent upon a variety of factors
including whether, and in what amount and with what priority,
contingent Claims against the Debtors become noncontingent and
fixed, and whether, and to what extent, Disputed Claims are
resolved in favor of the Debtors.

          InterTAN and Ventoux under the Amended Plan

Shortly before the anticipated confirmation hearing on the
Original Plan, the Plan Proponents were advised by professionals
for InterTAN Canada and Tourmalet that, absent a corporate
restructuring, the Debtors' estates could be burdened with a
significant and unexpected Canadian tax liability in connection
with the repatriation of the Canadian Proceeds to the Debtors'
estates as a result of the transfer of the Debtors' assets to the
Liquidating Trust.  Moreover, the Original Plan, if approved as
drafted, could have significantly increased this potential tax
liability.  As a result, recoveries to Creditors could have been
adversely affected.

After preliminary discussions between the Plan Proponents, they
agreed to adjourn the confirmation hearing on the Original Plan
and work with the Canadian Debtors' advisors to develop a strategy
to minimize the tax consequences associated with the return of the
Canadian Proceeds.  As a result of those efforts, the Canadian
Debtors and the Debtors agreed to pursue an advance revenue ruling
from the Canada Revenue Agency, the relevant taxing authority.

The CRA Ruling, if issued, would confirm the effectiveness of
certain transactions that will enable the Debtors and the Canadian
Debtors to avoid or reduce certain of the potential tax
consequences associated with the anticipated repatriation of the
Canadian Proceeds.  The proposed CRA Ruling has been submitted to
the Canada Revenue Agency, and the Plan Proponents believe that
the Agency will likely issue a favorable ruling shortly, although
there is no assurance that a favorable ruling from the Canada
Revenue Agency will be forthcoming.

With respect to InterTAN and Ventoux, the CRA Ruling calls for
several transactions, including that pursuant to a share transfer
agreement, Ventoux will transfer all the InterTAN Common Stock to
Tourmalet, making Tourmalet sole shareholder of InterTAN.  In
exchange, Ventoux will receive the Tourmalet Common Stock.

The Second Amended Plan provides that Ventoux will continue to
exist for all purposes to the same extent as it existed prior to
the Effective Date.  Ventoux is authorized to take any and all
actions that are consistent with the CRA Ruling, regardless of
whether the action is required to or does occur prior to the
Effective Date.

With respect to InterTAN, the Second Amended Plan provides that
InterTAN is authorized to take any and all actions that are
consistent with the CRA Ruling, regardless of whether the action
is required to or does occur prior to the Effective Date.  The
Second Amended Plan further provides that, on the InterTAN
Effective Date, InterTAN will enter into an assumption and
assignment agreement with Tourmalet, pursuant to which Tourmalet
will assume all of the liabilities of InterTAN and take an
assignment of all of the Assets of InterTAN.

Following the assumption and assignment, InterTAN will be deemed
dissolved under Delaware law for all purposes without the
necessity for any other or further actions to be taken by or on
behalf of InterTAN or payments to be made in connection therewith,
provided that to the extent necessary or appropriate under the CRA
Ruling, InterTAN may but will not be required to file a
certificate of dissolution with Delaware and make any payments in
connection therewith.

Under the Second Amended Plan, the Ventoux Interests will be held
by the Liquidating Trust.  As a result, in accordance with the CRA
Ruling, the Liquidating Trust Agreement provides that, absent
affirmative direction from the Liquidating Trust Oversight
Committee, the Liquidating Trustee may not take any action with
respect to Ventoux, including appointing or electing directors or
officers of Ventoux, managing the day-to-day affairs of Ventoux,
or voting, selling, transferring or otherwise disposing of the
Ventoux Interests.

                Conditions to the Effective Date

The Second Amended Plan provides these conditions to the Effective
Date:

  (1) The Canada Revenue Agency will have issued the CRA Ruling
      in form and substance reasonably acceptable to each of the
      Plan Proponents;

  (2) The Canadian Court will have entered an order authorizing
      InterTAN Canada and Tourmalet to proceed with the actions
      that are pre-requisites to the creation of the Liquidating
      Trust as described in the CRA Ruling;

  (3) With respect to InterTAN, the Ventoux Effective Date will
      have occurred and Ventoux will have taken all of the
      action required under the Amended Plan;

  (4) With respect to InterTAN, InterTAN Canada, pursuant to the
      provisions of the Nova Scotia Companies Act, will have
      applied for and obtained a certificate of continuance to
      continue InterTAN Canada as an unlimited liability company
      limited by shares under the Nova Scotia Companies Act;

  (5) With respect to InterTAN, Circuit City filed the "check-
      the-box" election under the IRC to treat InterTAN Canada
      as a disregarded entity for U.S. federal income tax
      purposes;

  (6) With respect to the Consolidated Debtors, InterTAN
      Effective Date will have occurred and InterTAN will have
      taken all of the action required under the Amended Plan;
      and

  (7) With respect to the Consolidated Debtors, all
      pre-requisites to the creation of the Liquidating Trust
      under the CRA Ruling will have been completed.

Because of the inclusion of these conditions to the Effective Date
relating to Ventoux and InterTAN and the CRA Ruling, the Amended
Plan provides that if, prior to the Effective Date, the Creditors
Committee receives information based upon which the Creditors
Committee concludes that including Ventoux and InterTAN in the
Amended Plan will materially delay Confirmation or the Effective
Date of the Second Amended Plan, the Creditors Committee may
unilaterally elect to remove Ventoux and InterTAN from the Second
Amended Plan and proceed with Confirmation and the Effective Date
with respect to the Consolidated Debtors.  If the Creditors
Committee elects to proceed in this manner, the Debtors will
remain a Plan Proponent on those terms.

                    Release and Exculpation

The release provisions of the Amended Plan has been revised to
provide for the release of the Released Parties with respect to
claims and causes of action in connection with, relating to, or
arising out of postpetition conduct relating to the Canadian tax
issues or the CRA Ruling.  The release provision has been further
revised so as to exclude release of claims and causes of action
resulting from willful misconduct or gross negligence.

Meanwhile, the exculpation provision has been revised to provide
for the exculpation of the Debtors, the Liquidating Trustee, the
Liquidating Trust, the Liquidating Trust Oversight Committee, the
members of the Liquidating Trust Oversight Committee, the
Creditors Committee, the members of the Creditors Committee, and
the parties' directors, officers, employees and professionals with
respect to claims and causes of action in connection with,
relating to, or arising out of post petition conduct with respect
to Canadian tax issues or the CRA Ruling.

The release and exculpation provisions were revised to carve out
claims and causes of action against the Individual Debtors'
postpetition directors and officers in connection with, relating
to, or arising out of any tax liability under French law relating
to InterTAN Canada, the French permanent establishment of InterTAN
Canada, or InterTAN France.

                      Disbursement Agents

Because InterTAN and Ventoux will not be consolidated with the
Consolidated Debtors and their assets will not be transferred to
the Liquidating Trust, the Liquidating Trustee will not act as
Disbursing Agent with respect to InterTAN or Ventoux.
Accordingly, the Amended Plan has been revised to provide that the
Disbursing Agent will be (i) with respect to Administrative Claims
and Priority Tax Claims, Class 1, Class 2, Class 3A and Class 4A,
the Liquidating Trustee, (ii) with respect to Class 4B and Class
8B, Ventoux, or (iii) with respect to Class 4C and Class 8C,
Tourmalet or the successor by consolidation of InterTAN Canada and
Tourmalet.

                        Other Revisions

The Amended Plan has also been revised in certain other respects
to address certain other issues arising since the filing of the
Original Plan, resolve various objections to Confirmation of the
Original Plan, and correct or clarify various technical matters.

Pursuant to the Second Amended Plan, the Consolidated Debtors will
be substantively consolidated and all Claims based upon guarantees
of collection, payment, or performance made by any Consolidated
Debtor as to the obligations of another Consolidated Debtor,
including the Guaranty Claims, will be released and cancelled.  To
compensate the Guaranteed Landlords for the loss of their Guaranty
Claims, the Amended Plan provides that a Guaranteed Landlord will
receive an amount equal to 150% of the Allowed amount of their
Guaranteed Claim.

Since the filing of the Original Plan, the Plan Proponents have
become aware of certain potential French tax liabilities in
connection with the wind down of InterTAN Canada's French
permanent establishment and InterTAN France.

Following the filing of the Amended Plan, the Debtors anticipate
filing their request to approve settlement agreement and
stipulation among the Debtors and the postpetition directors and
officers of InterTAN and Ventoux, to be scheduled for hearing at
the Confirmation Hearing.  The settlement agreement provides that
the directors and officers waive their administrative claims for
indemnification and contribution in exchange for full waivers or
releases from any and all claims as a result of their role as
postpetition officers or directors of InterTAN or Ventoux,
including any claims arising from, associated with, or related to
any potential French tax liabilities that are based upon conduct
on or after the Petition Date.

          Revisions are Neither Material nor Adverse

The Plan Proponents submit that the modifications to the Original
Plan included in the Second Amended Plan are neither material nor
adverse and would not cause any Creditor to reconsider its
acceptance of the Original Plan.  They assure the Court and
parties-in-interest that the modifications do not diminish (i) the
adequacy of information contained in the Disclosure Statement, and
(ii) the recovery of any Creditor under the Amended Plan as
compared to the Original Plan.

To the contrary, the Plan Proponents aver that Creditor recoveries
under the Amended Plan are greater than estimated recoveries under
the Original Plan.  In particular, the modifications enable the
completion of the transactions set out in the CRA Ruling, leading
to the potential repatriation of the Canadian Proceeds under more
favorable tax treatment and increasing the value of Debtors'
Estates for distribution to Creditors.

The Second Amended Plan also provides for the inclusion of the
Reserves, to help ensure that sufficient Cash is available for
distribution to Creditors whose Claims are Allowed after the
Effective Date.  The Plan Proponents assert that the modifications
do not adversely affect any Creditor Class and should not cause
any Creditors to reconsider their votes. Accordingly, no further
disclosure or re-solicitation is required, they maintain.

                      Treatment of Claims

Under the Second Amended Plan, Administrative Claims and Priority
Tax Claims are not classified.  Provided that an Administrative
Claim has not been paid prior to the Effective Date, Allowed
Administrative Claims will be paid on the Distribution Date
immediately following the date of allowance, or, for ordinary
course Administrative Claims, when those Claims become due.

Priority Tax Claims will be paid in full on the Distribution Date
immediately following the date of allowance but in no event later
than the date that is five years after the Petition Date.

Claims against the Debtors, other than Administrative Claims and
Priority Tax Claims, and Interests in the Debtors are classified
under the Amended Plan.  Each Debtor or group of Debtors has been
assigned a letter for classifying and treating Claims against the
Debtors.  The Claims against and Interests in each Debtor, in
turn, have been assigned to separate numbered Classes with respect
to each Debtor, based on the type of Claim involved.

Accordingly, the classification of any particular Claim or
Interest in any of the Debtors depends on the particular Debtor
against which the Claim is asserted or in which the Interest is
held and the type of Claim or Interest in question.

The letters applicable to the various Debtors or Consolidated
Debtors are:

  Letter     Debtor Name
  ------     -----------
     A       The Consolidated Debtors
     B       Ventoux
     C       InterTAN

The numbers applicable to each Class of Claims and Interests are:

  Class      Description
  -----      -----------

     1       Class 1: Miscellaneous Secured Claims
     2       Class 2: Non-Tax Priority Claims
     3       Class 3: Convenience Claims
     4       Class 4: General Unsecured Claims
     5       Class 5: Intercompany Claims
     6       Class 6: Subordinated 510(c) Claims
     7       Class 7: Subordinated 510(b) Claims
     8       Class 8: Interests

Class             Summary of Treatment
-----             --------------------
Class 1A to 1C:   Provided that a Miscellaneous Secured Claim
Miscellaneous     has not been paid prior to the Effective Date,
Secured Claims    on the Distribution Date immediately following
                   the date a Miscellaneous Secured Claim becomes
                   Allowed, the Holder will receive, in full, (i)
                   Cash equal to the unpaid portion of the Claim
                   to be paid out of the Miscellaneous Secured
                   Claims Reserve, (ii) a return of the Holder's
                   Collateral securing the Miscellaneous Secured
                   Claim or (iii) other treatment as to which the
                   Holder and the Debtors or the Liquidating
                   Trustee will have agreed upon.

                   Estimated Aggregate Amount of Allowed
                   Class 1 Claims: $5 million to $7 million

                   Estimated Recovery: 100%

Class 2A to 2C:   Provided that an Non-Tax Priority Claim has
Non-Tax Priority  not been paid prior to the Effective Date, on
Claims            the Distribution Date immediately following
                   the date a Non-Tax Priority Claim becomes
                   Allowed, the Holder will receive (i) Cash
                   equal to the unpaid portion of the Allowed
                   Non-Tax Priority Claim to be paid out of the
                   Non-Tax Priority Claims Reserve, or (ii) other
                   treatment as to which the Holder and the
                   Debtors or the Liquidating Trustee will have
                   agreed upon.

                   Estimated Aggregate Amount of Allowed
                   Class 2 Claims: $3 million to $16 million

                   Estimated Recovery: 100%

Class 3A:         On the Initial Distribution Date, each Holder
Consolidated      of an Allowed Convenience Claim (i) for $1,000
Debtor            will receive from the Liquidating Trustee Cash
Convenience       for $100, and (ii) for $500 will receive from
Claims            the Liquidating Trustee Cash for $50.

                   Estimated Aggregate Amount of Allowed
                   Class 3A Claims: $250,000

                   Estimated Recovery: 10%

Class 4A:         On the Distribution Date immediately following
Consolidated      the date of allowance, each Holder of the
Debtor General    Claim will receive from the Liquidating
Unsecured Claims  Trustee its Pro Rata share of the Initial
                   Class 4A Distribution Amount, if any, and, on
                   each Periodic Distribution Date, each Holder
                   will receive its Pro Rata share of the
                   Periodic Class 4A Distribution Amount, if any.

                   Estimated Aggregate Amount of Allowed
                   lass 4A Claims: $1.8 billion to $2.0 billion

                   Estimated Recovery: 10% to 32%

Class 4B:         On the later of (a) the Distribution Date
Ventoux General   immediately following the date of allowance,
Unsecured Claims  or (b) the date on which there is a
                   distribution, each Holder of the Claim will
                   receive that Holder's Pro Rata share in Cash
                   of any distributions, through dividend, return
                   of capital, or otherwise, to Ventoux on
                   account of the Tourmalet Common Stock.

                   Estimated Aggregate Amount of Allowed
                   Class 4B Claims: $0

                   Estimated Recovery: 100%

Class 4C:         Provided that the Canadian Court or the
InterTAN General  Canadian Monitor in the CCAA Proceedings has
Unsecured Claims  approved a distribution on account of an
                   InterTAN General Unsecured Claim, on the date
                   on which (i) there is a distribution to
                   Tourmalet on account of Tourmalet's Interests
                   in InterTAN Canada, or (ii) in the case of an
                   amalgamation, merger, or other consolidation
                   of InterTAN Canada and Tourmalet, the date on
                   which the consolidation is completed, each
                   Holder of the Claim will receive that Holder's
                   Pro Rata share (x) in Cash of any
                   distributions, through dividend, return of
                   capital, or otherwise, to Tourmalet on account
                   of Tourmalet's Interests in InterTAN Canada,
                   or (y) of Cash held by the successor by
                   consolidation of InterTAN Canada and
                   Tourmalet.

                   Estimated Aggregate Amount of Allowed
                   Class 4C Claims: $0

                   Estimated Recovery: 100%

Class 5A:         In connection with the substantive
Consolidated      consolidation of the Estates and Cases of the
Debtor            Consolidated Debtors, on the Confirmation Date
Intercompany      or other date as may be set by the Court, all
Claims            Consolidated Debtor Intercompany Claims will
                   be deemed eliminated, cancelled and
                   extinguished and the Holders of Class 5A
                   Claims will not be entitled to, and will not
                   receive or retain any property or interest in
                   property on account of the Claims.

                   For the avoidance of doubt, all Individual
                   Debtor Intercompany Claims are deemed General
                   Unsecured Claims and will receive the
                   treatment set forth in the Amended Plan.

                   Estimated Aggregate Amount of Allowed
                   Class 5A Claims: $0

                   Estimated Recovery: 0%

Class 6A:         On the Effective Date, all Subordinated 510(c)
Consolidated      Claims against the Consolidated Debtors will
Debtor            be deemed eliminated, cancelled and
Subordinated      extinguished and each Holder will not be
510(c) Claims     entitled to, and will not receive or retain
                   any property under the Amended Plan on account
                   of those Claims.

                   Estimated Aggregate Amount of Allowed
                   Class 6A Claims: $0

                   Estimated Recovery: 0%

Class 7A:         On the Effective Date, all Subordinated 510(b)
Consolidated      Claims against the Consolidated Debtors will
Debtor            be deemed eliminated, cancelled and
Subordinated      extinguished and each Holder will not be
510(b) Claims     entitled to, and will not receive or retain
                   any property under the Amended Plan on account
                   of those Claims.

                   Estimated Aggregate Amount of Allowed
                   Class 7A Claims: $0

                   Estimated Recovery: 0%

Class 8A:         On the Effective Date, all Interests in the
Consolidated      Consolidated Debtors will be cancelled and
Debtor            each Holder will not be entitled to, and will
Interests         not receive or retain any property or interest
                   in property on account of, those Interests.

                   Estimated Recovery: 0%

Class 8B:         Provided that the Face Amount of all
Ventoux           Administrative Claims, Priority Tax Claims,
Interests         Non-Tax Priority Claims, Miscellaneous Secured
                   Claims and General Unsecured Claims against
                   Ventoux have been paid in full or, to the
                   extent not paid in full, funds sufficient to
                   satisfy the Face Amount of all those Claims
                   have been placed in a segregated Reserve, the
                   Holder of Ventoux Interests will receive that
                   Holder's Pro Rata share of any distributions,
                   through dividend, return of capital, or
                   otherwise, on account of the Ventoux
                   Interests.

                   In the event that Face Amount of all
                   Administrative Claims, Priority Tax Claims,
                   Non-Tax Priority Claims, Miscellaneous Secured
                   Claims and General Unsecured Claims against
                   Ventoux are not paid in full or, to the extent
                   not paid in full, funds sufficient to satisfy
                   the Face Amount of all those Claims have not
                   been placed in a segregated reserve, all
                   Ventoux Interests will be cancelled and
                   Ventoux will be dissolved under applicable
                   State law.

                   Class 8B is Unimpaired.

                   Estimated Recovery: 100%

Class 8C:         On the Effective Date, all InterTAN Preferred
InterTAN          Stock will continue to be held by Tourmalet
Interests         and will be Unimpaired by the Amended Plan.

                   On the Effective Date, in full and final
                   satisfaction, settlement and release of and in
                   exchange for the InterTAN Common Stock,
                   Ventoux will receive the Tourmalet Common
                   Stock.

                   Class 8C is Unimpaired.

                   Estimated Recovery: 100%

Claimholders in Classes 1 and 2 and Interest Holders in Classes 8B
and 8C are unimpaired by the Plan.  Accordingly, they are presumed
to accept the Second Amended Plan, and the votes of these
claimholders will not be solicited.

Claimholders in Classes 5A, 6A and 7A and Interest Holders in
Class 8A are not entitled to receive or retain any property under
the Second Amended Plan.  These claimants, hence, are deemed to
reject the Plan, and their votes will not be solicited.

Holders of claims in Classes 3A, 4a through 4C that are not
subject to an objection or who have filed a motion under Rule 3018
of the Federal Rules of Bankruptcy Procedure for temporary
allowance of their claims or interests for voting purposed, will
be solicited with respect to the Plan.

Because Classes 5A, 6A, 7A and 8A are deemed to reject the Second
Amended plan, the Plan Proponents will seek confirmation of the
Plan from the Court by employing the "cramdown" procedures.

                       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: Proposes to Terminate Employees' Benefit Programs
---------------------------------------------------------------
Circuit City Stores Inc. and its units seek the U.S. Bankruptcy
Court's authority to terminate their employees' benefit programs
and to amend the 401(k) Plan under Sections 105 and 363(b) of the
Bankruptcy Code.

Prior to the Petition Date, the Debtors provided their employees
with a number of employee benefit programs, including:

  * Circuit City Stores, Inc. Dental Plan;
  * Circuit City Stores, Inc. Vision Plan;
  * Circuit City Stores, Inc. Medical Flexible Spending Account;
  * Circuit City Stores, Inc. Health Care Plan;
  * Circuit City Stores, Inc. Long Term Disability Plan;
  * Circuit City Stores, Inc. Short Term Disability Plan;
  * Circuit City Stores, Inc. Business Travel Accident Plan;
  * Circuit City Stores, Inc. Associate Life Insurance Plan;
  * Circuit City Stores, Inc. Health and Dependent Care
    Payment Plan; and
  * Circuit City Stores, Inc. Health and Dependent Care Payment
    Plan for California Associates.

The Employee Benefit Programs were funded to varying degrees by
contributions from the Debtors and participating employees.

Pursuant to the Court's order allowing the Debtors to continue
most of their Employee Benefit Programs, the Debtors continued to
provide certain Benefit Programs after the Petition Date.

Subsequent to the commencement of the going-out-of-business sales
and the wind-down of the Debtors' business and the reduction of
their workforce by over 99%, the Debtors sought and obtained the
Court's permission to pay additional compensation for certain
eligible employees.  The Stipend Motion sought authorization to
discontinue payments under the Benefit Programs and to provide
remaining employees with a weekly stipend to help the employees
defray the costs of obtaining benefits elsewhere.

Accordingly, no amounts have been paid under the Benefit Programs
for more than a year, relates Gregg M. Galardi, Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, in Wilmington, Delaware.  He
adds that as of August 10, 2010, the agreements between the
Debtors and the providers of the various Benefit Programs have
expired by their terms.

The Debtors have continued to wind-down their operations and, in
so doing, have further reduced their remaining workforce.  At this
time, the Debtors employ only 15 employees, who continue to
receive the Stipend in lieu of the Benefit Programs, Mr. Galardi
informs the Court.

For these reasons, the Benefit Programs provide no further
benefits to the Debtors and serve no further purpose, Mr. Galardi
contends.  He discloses that on June 30, 2010, the Board of
Directors of Circuit City Stores, Inc., approved a resolution
amending the Benefit Programs, effective April 2, 2010, to provide
that, upon satisfaction of the liabilities of the Benefit
Programs, any assets remaining in the Benefit Programs' accounts
will be used to pay expenses or benefits under any other welfare
plans maintained by Circuit City or distributed to Circuit City.
The resolution also provides for the termination of the Benefit
Programs, effective April 2, 2010.

In addition to the Benefit Programs, the Debtors provided their
employees with the Circuit City Stores, Inc. 401(k) Plan managed
by Wachovia Bank, N.A.  Under the 401(k) Plan, eligible employees
could contribute between 1% and 40% of their pre-tax compensation
each year for investment in the 401(k) Plan, subject to
contribution limits established by the Internal Revenue Service.

Employees who participated in the 401(k) Plan were eligible to
receive a 100% matching contribution from the Debtors for the
first 3% of salary that the employee contributed and a 50%
matching contribution for the next 2% of the employee's salary.
As of the Petition Date, approximately 4,600 employees had elected
to participate in the 401(k) Plan.

In light of the liquidation, the Debtors amended the 401(k) Plan
to eliminate the provisions with respect to Matching Employer
Contributions.  On June 30, 2010, the Circuit City Board of
Directors approved a resolution providing for the amendment of the
401(k) Plan, effective for the years beginning on or after
December 31, 2009, to enable forfeited amounts to be used to pay
the expenses of the 401(k) Plan.

The amendment of the 401(k) Plan authorized by the 401(k) Plan
Resolution enables the remaining forfeited amounts to be put to
productive use and will assist the Debtors in moving forward with
the termination of the 401(k) Plan and the wind down of their
estates.

Accordingly, the Debtors believe that valid business reasons exist
for terminating the Benefit Programs and amending the 401(k) Plan.

                       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: Wins Nod to Sell Richmond, Virginia Property
----------------------------------------------------------
The U.S. Bankruptcy Court authorized Circuit City Stores Inc., as
seller, to enter into an agreement, dated June 21, 2010, with the
purchaser, DRCC Properties, LLC, for the sale of its Richmond,
Virginia property for $2.75 million.  The Court also approved the
terms of the Agreement.  The property is located at Deep Run
Business Park in Richmond.

Circuit CIty is authorized to pay DRCC $75,000 as reimbursement of
its expenses and costs incurred in connection with the Agreement.
Under Section 365 of the Bankruptcy Code, Circuit City is
authorized to assume the Leases and to assign the Leases to DRCC,
which assumption and assignment will take place on Closing.

Circuit City is also authorized to sell the Leases to DRCC under
Section 363 of the Bankruptcy Code.  The Purchase takes each
of the Leases "as is".

                       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: DBRS Confirms 'BB' Rating of First Lien Facility
-----------------------------------------------------------
DBRS has confirmed its BB (high) rating of CIT Group Inc.'s First
Lien Credit Facility.  The trend on the rating is Positive.

The rating action follows CIT's announcement that it has
refinanced its first lien debt by amending and extending its
existing first lien facility.  Concurrently, the first lien
facility, which was $4.0 billion immediately prior to the
refinancing, has been reduced to $3.0 billion.  Consistent with
DBRS's methodology for rating secured instruments, DBRS rates the
$3.0 billion First Lien Credit Facility three notches above the
Issuer Rating.  The notching reflects DBRS's view that recovery,
in the case of default, will be greater than 90%.  The high-
recovery postulation considers the overall quality of the assets
and the values of the assets have been marked-to-fair value as of
December 2009 as part of the fresh start accounting.

The Positive trend reflects DBRS's expectations that the Company
should continue to make progress in improving and diversifying its
funding profile, while restoring underlying profitability.  To
that end, the refinancing, which provides CIT with longer-term,
more cost efficient funding while improving financial flexibility
as certain covenants are amended, is viewed by DBRS, as further
illustrating the continued progress of the Company towards those
expectations.


CIT GROUP: Moody's Assigns 'B1' to $3-Bil. Term Loan Facility
-------------------------------------------------------------
Moody's Investors Service assigned a rating of B1 to CIT Group
Inc.'s new $3 billion senior secured term loan facility.  CIT's
other ratings, including its B3 corporate family rating, were not
affected by this action.  The outlook for CIT's ratings is stable.

The new loan, which matures in August 2015, was used to refinance
the remaining outstanding balance of CIT's preexisting first lien
loan facility.  That loan, first arranged in July 2009 and in
October 2009 increased to $7.5 billion, provided critical funding
to CIT as it restructured and ultimately reorganized under a pre-
packaged bankruptcy plan in late 2009.  CIT has since aggressively
paid down the high cost facility, including an approximately
$1 billion prepayment concurrent with the issuance of the new Term
Loan.

Borrowers under the Term Loan include CIT and certain of its
subsidiaries.  The facility is guaranteed by nearly all direct and
indirect material domestic restricted subsidiaries of CIT and its
subsidiary borrowers.  The Term Loan is secured by substantially
all U.S. assets owned by CIT not otherwise pledged to other
secured debts and securitizations, as well as stock pledges of
certain foreign CIT subsidiaries.  Pricing on the Term Loan is
significantly lower than on the first lien facility it replaced.

In Moody's view, CIT's issuance of the Term Loan represents a
meaningfully positive step in the firm's efforts to reduce its
high average cost of funds and extend its debt maturity profile.
CIT's progress in this regard is consistent with Moody's prior
expectations, as reflected in CIT's B3 corporate family rating and
stable outlook.

The B1 rating on the Term Loan is two notches above CIT's
corporate family rating, based upon terms that meaningfully lower
secured lenders' risk of loss compared to holders of CIT's second-
lien notes and unsecured bonds.  The carrying value of the
collateral securing the Term Loan at June 30, 2010 was
approximately $14 billion, including domestic assets of
approximately $10.8 billion and equity in certain international
subs of approximately $3.4 billion.  Pro forma collateral coverage
was an estimated 4.7x.  CIT must comply with a minimum collateral
coverage ratio of 2.5x.  Compared to the refinanced first lien
facility, which was also rated B1, the Term Loan provides CIT
greater flexibility with respect to use of proceeds from asset
sales and operating cash flow.  As long as collateral coverage is
at least 2.75x, CIT is not required to prepay the Term Loan with
asset sale proceeds, except as required by the terms of the firm's
second lien notes.  Moody's believes the strong asset protections
provided by the Term Loan warrant a two-notch uplift from CIT's
corporate family rating.

CIT's B3 corporate family rating is based on the company's
improved debt maturity profile and capital position after its 2009
reorganization, as well as its positive operating performance and
its progress re-establishing access to certain funding sources
since emerging from bankruptcy.  Moody's also believes that CIT's
presence and history of operations in multiple commercial finance
businesses, the steps the firm has taken to shed non-core and
underperforming assets, and the improvements the company is making
to its risk management and controls all contribute to prospects
for improved performance going forward.

However, Moody's view is balanced by several concerns relating to
CIT's longer-term viability.  CIT has an uncompetitive cost
structure because of its high cost of funding, recent improvements
notwithstanding.  The FDIC's Cease & Desist order on CIT Bank
represents a significant obstacle to CIT's efforts to establish a
resilient long-term funding profile, in Moody's view.  CIT remains
reliant upon confidence-sensitive wholesale funding sources for
financing not provided by deposits, but the company's market
access is constrained given its credit profile.  There are
execution risks associated with CIT's strategies to address its
business and funding issues.  Additionally, CIT continues to
contend with legacy asset quality performance issues that hamper
its profitability.

CIT's rating outlook is stable, reflecting Moody's expectation
that CIT's continued liability management efforts will result in
further incremental improvements to its operating margins and
financial flexibility.  The stable outlook also reflects Moody's
view that the demands on CIT's cash resources are manageable over
the outlook horizon (12-18 months).  This view is balanced by
continuing uncertainties associated with CIT's longer-term funding
model, franchise composition and positioning, and asset quality
and earnings performance.

CIT's ratings could be considered for upgrade if the company
demonstrates further progress toward achieving high quality
acceptable returns through improved credit performance and lower
funding costs and if CIT Bank's Cease & Desist order is lifted.

In its last CIT rating action on May 21, 2010, Moody's assigned a
corporate family rating of B3 to CIT, and ratings of B1 to its
first lien secured debt, B3 to its second lien secured notes, and
Caa1 to its unsecured debt.

CIT Group, Inc., is a commercial finance company with headquarters
in New York City and Livingston, New Jersey.


COMMUNITY HEALTH: Fitch Affirms 'B' Issuer Default Rating
---------------------------------------------------------
Fitch Ratings has affirmed Community Health Systems, Inc.'s
ratings:

  -- Issuer Default Rating at 'B';
  -- Secured bank credit facility at 'BB/RR1'.

In addition, Fitch has upgraded these ratings based on improved
recovery prospects:

  -- Senior unsecured notes to 'B/RR4' from 'B-/RR5'.

The Rating Outlook is revised to Positive from Stable.  The
ratings apply to approximately $8.9 billion in debt outstanding as
of June 30, 2010.

Community's ratings and the Outlook revision reflect these:

  -- Progress in reducing leverage through a combination of debt
     reduction and EBITDA growth since the 2007 Triad Hospitals
     acquisition;

  -- A strong liquidity profile highlighted by robust free cash
     flow generation and minimal near-term debt maturities;

  -- Fitch's moderately positive near-to-medium term operating
     outlook for the for-profit hospital industry.

Reduced Leverage Since Triad Hospitals Acquisition:

Community's debt leverage has declined since the approximately
$7 billion debt funded acquisition of Triad in 2007.  Since the
acquisition, Community has generated $1.1 billion in cumulative
free cash flow and has applied about $262 million for debt
reduction.  Debt-to-EBITDA has dropped to 5.1 times at June 30,
2010 versus around 6.0x immediately post the acquisition, with the
reduction in leverage about 50% attributable to a lower
outstanding debt balance and 50% to growth in EBITDA over the time
period.

Fitch does not anticipate Community to apply cash to further
meaningful debt reduction, so any incremental drop in leverage
will largely depend upon growth in EBITDA.  In 2006, prior to the
Triad acquisition, Community was operating with debt-to-EBITDA of
about 3.0x, and Fitch does not believe the company has compelling
financial incentive to reduce debt to anywhere near that level in
the near-to-medium term.  The company has not used debt financing
to fund hospital acquisitions since Triad, instead using internal
cash resources to fund a series of small acquisitions in recent
years.  Assuming continuation of this more measured approach, and
based on Fitch's operating outlook for Community which assumes
modest growth in EBITDA, debt-to-EBITDA could be maintained at
5.0x or slightly below.

Solid Liquidity Profile:

Community's strong liquidity is provided by approximately
$548 million of cash at June 30, 2010, availability on the
company's $750 million senior secured revolver (reduced by
outstanding letters of credit, $660 million available at June 30,
2010), and FCF ($500 million for the latest 12 month ended
June 30, 2010).  Fitch forecasts that free cash flow will remain
strong but will moderate somewhat from current levels to a run
rate of around $300 million annually due to higher cash taxes and
capital expenditure.  Community's debt maturity profile is
favorable, allowing the company ample time to assess its options
for refinancing the capital structure.  There are no meaningful
maturities beyond some nominal amortization requirements on its
bank facility until July 2014, when $6 billion in term loans
mature.  The $2.8 billion senior unsecured notes mature July 2015.

Community's operating cushion relative to its bank facility
financial maintenance covenants has improved since the last
ratings review, and based on its moderately positive operating
outlook for the company, Fitch does not believe the company will
have any difficulties maintaining covenant compliance, even
considering a 50 basis points step down in the leverage covenant
to 6.0x from 6.5x in the fourth quarter of 2010 (Q4'10.) Based
upon Fitch's calculations, LTM EBITDA would have to decline by 23%
and 21% versus the LTM June 30, 2010 level to trip the bank
facility coverage and leverage covenants levels of 6.0x and 2.0x,
respectively.

Poor Macro Economic Conditions Impacting Hospital Provider
Operating Trends:

Poor macro economic conditions are creating significant headwinds
for top line revenue trends in the acute-care hospital industry;
patient utilization trends are weak, government payor
reimbursement rates are expected to exhibit flat to slightly
declining growth, and negative patient mix shift from more
profitable commercial managed care to government and self-pay
volumes is likely to persist until a sustained economic recovery
stimulates employment levels.  Despite these headwinds,
Community's ratings and Positive Outlook incorporate Fitch's
moderately favorable revenue and EBITDA outlook for the U.S. for-
profit hospital industry.  Certain offsets to macro economic
headwinds are stabilizing revenue trends and supporting the
industry's recently improved profitability and are expected to
persist in the near-to-intermediate term.  These factors include
i.) a low inflationary environment with respect to controllable
operating costs ii.) favorable reimbursement trends in commercial
managed care pricing, and iii.) a seemingly declining rate of
acceleration in bad debt expense and uncompensated care.

Community operates acute care hospitals primarily in rural
settings across 29 states, with some concentration in Texas (13.2%
of fiscal year 2009 [FY09] revenues) and Indiana (11%).
Traditionally, Community's strategy has been to focus on rural
markets in which it is the sole or one of only 2-3 providers in
the market.  With the acquisition of Triad, Community gained
increased exposure to urban markets with more competitors.
Nevertheless, Community is still the sole provider in over 65% of
its markets, which confers significant benefits with respect to
pricing negotiations with commercial insurers.  Despite weak
utilization trends in the first half of the year, with same
hospital adjusted admissions down 0.4% versus the first half of
2009, Community realized 3.5% growth in same hospital revenue for
the period, mostly on the basis of strong commercial managed care
pricing trends and a higher acuity patient case mix.

Near-Term Rating Triggers:

A one-notch upgrade of the IDR to 'B+' would be consistent with
debt-to-EBITDA sustained at or slightly below 5.0x over the next
12-24 months, coupled with continued robust FCF generation of
around $300 million annually.  Fitch's near-to-medium term
operating scenario for Community -- which contemplates mid single
digit annual revenue growth, a slight compression of EBITDA
margins and slight positive growth in EBITDA, plus a relatively
stable debt balance -- supports this leverage expectation.

Fitch's operating outlook for Community incorporates a level of
hospital acquisitions similar to the company's activity over the
last 24 months.  A return to Stable Outlook and a 'B' IDR would
most likely be precipitated by a more aggressive acquisition
scenario resulting in leveraging transitions and causing debt-to-
EBITDA to be sustained above 5.0x.

Total debt of $8.8 billion at June 30, 2010, consisted primarily
of:

Senior secured credit facility:

  -- $43.5 million due 2010;
  -- $46.5 million due 2011;
  -- $46.5 million due 2012;
  -- $46.5 million due 2013;
  -- $5.97 billion due 2014.

Senior unsecured notes:

  -- $2.83 billion due 2015.

The credit revolver under the bank facility expires in July 2014.
Approximately 67% of debt is secured; debt-to-EBITDA through the
secured debt was 3.5x as of June 30, 2010 and leverage through the
unsecured debt was 5.1x.  Given Community's strong FCF generation,
Fitch expects the company will be able to organically fund debt
maturities prior to 2014.

Recovery Ratings:

Community's Recovery Ratings reflect Fitch's expectation that the
enterprise value of the company, and hence, recovery rates for its
creditors, will be maximized in a restructuring scenario (going
concern), rather than a liquidation.  Fitch employs a 7x
distressed enterprise value multiple reflecting recent acquisition
multiples within the healthcare space.  Fitch stresses June 30,
2010 LTM EBITDA by 25%, considering post restructuring estimates
for interest and rent expense and maintenance level capital
expenditure as well as debt financial maintenance covenant
requirements.  Fitch estimates the adjusted distressed enterprise
valuation in restructuring to be approximately $8.2 billion.  The
'BB/RR1' rating for the bank facility reflects Fitch's
expectations for 100% recovery under a bankruptcy scenario.  The
one-notch upgrade of the senior unsecured notes rating reflects
improved recovery prospects on the basis a stronger post-
restructuring EBITDA estimate; the 'B/RR4' rating reflects Fitch's
expectations for recovery at the upper end of the 31%-51% range.


CONTINENTAL REINSURANCE: A.M. Best Affirms FSR of 'B'
-----------------------------------------------------
A.M. Best Co. has affirmed the financial strength rating of B
(Fair) and issuer credit rating of "bb+" of Continental
Reinsurance Plc (Continental Re) (Nigeria).  The outlook for both
ratings remains stable.

The ratings reflect a robust risk-adjusted capital position, good
underwriting results and an improving level of risk management.
An offsetting factor is insufficient security within the
reinsurance panel for most lines of business.

A.M. Best has witnessed a significant strengthening of Continental
Re's risk management procedures over the past eighteen months, and
it is anticipated that these developments will become embedded
within the company's decision-making processes over the coming
years.

Continental Re's level of risk-adjusted capitalization is likely
to remain robust in 2010, despite expectations of further growth
in premium income.  Robust capitalization is supported by a high
absolute volume of capital, which was injected into the company in
2007 following market-wide recapitalization within Nigeria.

Although the average credit quality of Continental Re's outwards
reinsurance programme has been improving over recent years, A.M.
Best believes that there is still a significant exposure to
unrated or insecurely rated retrocessionaires on programmes
covering fire, marine/aviation and motor/accident risks, which
together account for around 90% of Continental Re's premium
income.  Continental Re has in place a new reinsurance programme
for its energy risks, which is supported by a reinsurance panel of
good credit quality.

Continental Re has experienced a good level of underwriting
performance throughout a period of sustained premium growth. In
2009, Continental Re achieved an overall combined ratio of 82%.
A.M. Best anticipates there will be some deterioration in combined
ratio as the book of business grows, with the combined ratio
remaining somewhere in the region of 85%.  Although being
addressed, the large volume of outstanding premium debtors remains
an issue.


COWLITZ BANCORPORATION: Common Stock to Be Delisted by NASDAQ
-------------------------------------------------------------
NASDAQ will delist the common stock of Cowlitz Bancorporation.
Cowlitz Bancorporation's stock was suspended on July 1, 2010 and
has not traded on NASDAQ since that time.

NASDAQ will file a Form 25 with the Securities and Exchange
Commission to complete the delisting for the company. The
delistings become effective ten days after the Form 25 is filed.

Cowlitz Bancorporation -- http://cowlitzbank.com/-- is a bank
holding company that operates through its wholly owned subsidiary,
Cowlitz Bank (the Bank0).  The Bank operates four branches in
Cowlitz County in southwest Washington.  Outside of Cowlitz
County, the Bank does business under the name Bay Bank with
branches in Bellevue, Seattle, and Vancouver, Washington, and
Portland, Oregon, and a limited service branch in a retirement
center in Wilsonville, Oregon.  The Bank also provides mortgage
banking services through its Bay Mortgage division with offices in
Longview and Vancouver, Washington.  The Company offers or makes
available a range of financial services to its customers,
primarily small- and medium-sized businesses, professionals, and
retail customers.  The Bank's commercial and personal banking
services include commercial and real estate lending, consumer
lending, cash management, international banking services, Internet
banking, cash management, mortgage banking, and trust services.


DAVID MEYER: Case Summary & 7 Largest Unsecured Creditors
---------------------------------------------------------
Joint Debtors: David Mark Meyer
               aka Dave Meyer
               Nancy Rae Meyer
               20030 Elkhorn Ridge Drive
               Elkhorn, NE 68022

Bankruptcy Case No.: 10-40672

Chapter 11 Petition Date: August 11, 2010

Court: United States Bankruptcy Court
       District of South Dakota (Southern (Sioux Falls))

Judge: Charles L. Nail, Jr.

Debtor's Counsel: Clair R. Gerry, Esq.
                  Laura L. Kulm Ask, Esq.
                  GERRY & KULM ASK, PROF LLC
                  P.O. Box 966
                  Sioux Falls, SD 57101-0966
                  Tel: (605) 336-6400
                  Fax: (605) 336-6842
                  E-mail: gerry@sgsllc.com
                          ask@sgsllc.com

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

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

A list of the Joint Debtors' seven largest unsecured
creditors filed together with the petition is available for
free at http://bankrupt.com/misc/sdb10-40672.pdf


DELTATHREE INC: Posts $813,000 Net Loss in Q2 Ended June 30
-----------------------------------------------------------
deltathree, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $813,000 on $3.4 million of revenue for
the three months ended June 30, 2010, compared with a net loss of
$1.3 million on $5.3 million of revenue for the same period ended
June 30, 2009.

The Company's balance sheet as of June 30, 2010, showed
$2.9 million in total assets, $5.4 million in total liabilities,
and a stockholders' deficit of $2.5 million.

As reported in the Troubled Company Reporter on April 1, 2010,
Brightman Almagor Zohar & Co., in, Tel Aviv, Israel, expressed
substantial doubt about the Company's ability to continue as a
going concern, following its results for 2009.  The independent
auditors noted of the Company's recurring losses from operations
and deficiency in stockholders' equity.

According to the Form 10-Q, as of June 30, 2010, the Company had
negative working capital equal to $2.9 million as well as negative
stockholders' equity of $2.5 million.  The Company believes that
it will continue to experience losses and increased negative
working capital and negative stockholders' equity in the near
future and may not be able to return to positive cash flow before
it requires additional cash in the near term.

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

               http://researcharchives.com/t/s?68ea

Based in New York, deltathree, Inc. (OTC BB: DDDC.OB)
-- http://www.deltathree.com/-- is a global provider of
integrated Voice over Internet Protocol, or VoIP, telephony
services, products, hosted solutions and infrastructure.


DIAMONDHEAD CASINO: Posts $452,000 Net Loss in Qtr. Ended June 30
-----------------------------------------------------------------
Diamondhead Casino Corporation filed its quarterly report on Form
10-Q, reporting a net loss of $452,342 for the three months ended
June 30, 2010, compared with a net loss of $301,725 for the same
period a year ago.  The Company has had no operations since it
ended its gambling cruise ship operations in 2000.

The Company's balance sheet as of June 30, 2010, showed
$5.59 million in total assets, $1.72 million in total liabilities,
and a stockholders' equity of $3.87 million.

The Company has incurred losses over the past several years, has
no operations, generates no revenues, and incurred a net loss for
the three months ended June 30, 2010.  The above conditions 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 Form 10-Q is available for free at:

               http://researcharchives.com/t/s?68d9

Largo, Fla.-based Diamondhead Casino Corporation is a Delaware
corporation incorporated on November 15, 1988, under the name
"Europa Cruises Corporation."  The Company became a publicly-held
company in 1989.  On November 22, 2002, the Company changed its
name to "Diamondhead Casino Corporation."  The Company's stock
currently trades on the Over the Counter Bulletin Board under the
symbol "DHCC."

The Company owns, through its wholly-owned subsidiary, Mississippi
Gaming Corporation, an approximate 404.5 acre tract of unimproved
land in Diamondhead, Mississippi.  The Company intends to develop
a casino resort on the property.


DIJAN INC: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Dijan, Inc.
        1647 Forest Acres Dr.
        Clarks Summit, PA 18411

Bankruptcy Case No.: 10-06556

Chapter 11 Petition Date: August 11, 2010

Court: United States Bankruptcy Court
       Middle District of Pennsylvania (Wilkes-Barre)

Judge: John J. Thomas

Debtor's Counsel: Brian E. Manning, Esq.
                  LAW OFFICES OF BRIAN E. MANNING
                  502 South Blakely Street, Suite B
                  Dunmore, PA 18512
                  Tel: (570) 558-1126
                  Fax: (866) 559-9808
                  E-mail: BrianEManning@comcast.net

Scheduled Assets: $2,910,977

Scheduled Debts: $5,873,566

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/pamb10-06556.pdf

The petition was signed by Wallace R. McDonald, president.


DONALD SHELTON: Case Summary & 13 Largest Unsecured Creditors
-------------------------------------------------------------
Joint Debtors: Donald G. Shelton
               Carolyn S. Shelton
               110 Apple Grove Drive
               Nicholasville, KY 40356

Bankruptcy Case No.: 10-52595

Chapter 11 Petition Date: August 11, 2010

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

Debtor's Counsel: Gregory R. Schaaf, Esq.
                  GREENEBAUM DOLL & MCDONALD PLLC
                  300 W Vine St., Suite 1100
                  Lexington, KY 40507
                  Tel: (859) 231-8500
                  E-mail: lexbankruptcy@gdm.com

Scheduled Assets: $1,514,778

Scheduled Debts: $1,560,181

A list of the Joint Debtors' 13 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/kyeb10-52595.pdf


DYNEGY INC: Blackstone Group Deal Cues Fitch's Evolving Watch
-------------------------------------------------------------
Fitch Ratings placed its ratings for Dynegy Inc and its
subsidiaries on Rating Watch Evolving following the announcement
of the acquisition of DYN by a subsidiary of Blackstone Group Inc
(Fitch IDR 'A+') for $4.50 a share plus the assumption of debt in
a transaction valued at roughly $4.7 billion dollars.  The
transaction is expected to close by the end of 2010.  In addition
BX has announced that it has entered into a separate transaction
with NRG Energy Inc. (IDR 'BB-') wherein NRG will acquire four of
DYN's natural gas fired generation assets from BX for
$1.36 billion concurrent with BX's DYN acquisition.

The Rating Watch Evolving reflects the uncertainty regarding the
final profile and capital structure of the company following the
close of the acquisition and sale of the assets, and disposition
and application of sale proceeds.  DYN potentially stands to
benefit from BX's resources and power generating experience;
however, Fitch does not expect any direct credit support from BX
and future ratings will reflect DYN's standalone credit profile.
Fitch notes that operating EBITDA and cash flow at DYN continues
to be negatively affected by relative weakness in power prices,
and margin stability at the company has proven to be elusive.
Fitch believes that Dynegy has taken steps to increase the
stability of its earnings and cash flow by contracting its
expected volumetric output on a rolling two-year basis; credit
metrics, nevertheless, are forecasted to remain weak.

Fitch expects to resolve its Evolving Watch near or following the
merger close or as more information regarding final capital
structure becomes available.

Completion of the transaction is subject to customary closing
conditions, including approval by Dynegy stockholders and receipt
of regulatory approvals.  The transaction is not subject to any
financing conditions, and a fund managed by Blackstone has
committed to contribute all of the equity necessary to complete
the transaction.  In addition DYN is permitted to solicit
alternative proposals from third parties for a period of 40 days
after the date of the merger agreement, leaving open the
potential, however unlikely, of a competing offer.

Fitch has also placed the ratings of Sithe/Independence Funding
Corporation's secured bonds on Rating Watch Evolving.  Fitch
continues to view the project as a distinct entity, separate from
the project's owner.  However, in light of the Dynegy companies'
dual role as owner and off-taker as well as their current credit
ratings, Fitch views the project's credit profile as being closely
analogous to a separately secured financing of Dynegy and has
notched its ratings as such.

These ratings were placed on Rating Watch Evolving:

Dynegy Inc.

  -- Issuer Default Rating at 'B-'.

Dynegy Holdings, Inc.

  -- IDR at 'B-';
  -- Secured bank facilities at 'BB-/RR1' ;
  -- Second priority notes at 'BB-/RR1';
  -- Senior unsecured rating at 'B/RR3'.

Dynegy Capital Trust I

  -- Trust preferred rating at 'CCC/RR6'.

Sithe Independence Funding Corp.

  -- Secured bond rating at 'BB-/RR1'.


DYNEGY HOLDINGS: Moody's Affirms 'B3' Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Dynegy Holdings
Inc., including its Corporate Family Rating at B3 and its
speculative grade liquidity rating at SGL-4.  The company's rating
outlook remains negative.

The rating affirmation follows the announcement that Dynegy Inc.
had entered into a definitive merger agreement pursuant to which
it will be acquired by an affiliate of The Blackstone Group L.P.
in a transaction valued at approximately $4.7 billion, including
the assumption of existing debt.  Simultaneous with the merger
closing, NRG Energy, Inc. has agreed to purchase 3,884 megawatts
of Dynegy's assets in California and Maine for $1.36 billion.

While completion of these two transactions could help to stabilize
and improve DHI and Dynegy's credit profile over time, the B3 CFR
rating affirmation reflects the continued expectation for weak
financial performance in 2010 and 2011 due principally to reduced
power margins.  Over the next two years, Moody's calculate that
the company's cash flow to debt will be less than 5%, cash flow
coverage of interest will be around 1.5x, and the company will
generate substantial negative free cash flow due to the size of
the company's capital expenditure program.  While Moody's expect
DHI to complete the majority of the critical environmental capital
spend by the end of 2011 and stronger cash flow may begin to
surface in 2012 as the environmental capital expenditures are
reduced, the projected credit metrics for 2010 and 2011 remain
quite weak and consistent with the existing B3 rating.

The continuation of a negative rating outlook for DHI and Dynegy
reflects Moody's concern at this juncture about the execution
risks associated with completing the transaction and the direction
of the company under its new owners should the merger be
completed, given the limited information that exists concerning
the transaction and the many challenges facing the company over
the next several years.  In addition to the company's capital
spend program, securing an extension of the company's credit
facility which expires in April 2012 remains an important
milestone.  While liquidity will be aided by the completion of the
$1.36 billion asset sale to NRG and credit quality could stabilize
following the merger, it remains unclear at this juncture how
management will operate the company and utilitze the asset sales
proceeds given the many near-term needs facing DHI including
capital investment funding, liquidity, and debt reduction.  In the
mean time, credit metrics will remain depressed, particularly
given the heavy reliance that DHI and Dynegy's cash flows and
revenues have on the Midwest region, an area where wholesale power
prices have been particularly negatively impacted by the
recession.

Similarly, the SGL-4 speculative grade liquidity rating remains
unchanged reflecting Moody's concern about DHI's internal sources
of liquidity over the next four quarters given the amount of
negative free cash flow expected to be generated by the company in
2010 and 2011 as it completes the required environmental capital
spend on its Midwestern generation fleet.  During this timeframe,
Moody's expect the company to become more reliant on borrowings
under its secured revolving credit facility to fund negative free
cash.  Moody's understand that based upon the secured debt to
adjusted EBITDA ratio in the DHI revolver, availability under the
revolver may decline over the next twelve months.  Additionally,
the company's ability to remain compliant with the EBITDA to
interest covenant in the DHI revolver is likely to become more
challenging given that the covenant test gradually increases over
time during the next twelve to fifteen months.  While Moody's
believe the company should be able to satisfy this covenant in the
near-term, compliance with this covenant may become problematic
due to the combination of lower EBITDA and tighter defined
covenant limitations in the documents.  That said, should the
merger with Blackstone and the subsequent asset sale to NRG be
completed, a change in the SGL rating and the rating outlook may
be warranted, depending upon the manner in which the asset sales
proceeds are deployed.

Under the terms of the merger agreement, Dynegy stockholders will
receive $4.50 in cash for each outstanding share of Dynegy common
stock they own.  Under the merger agreement, Dynegy is permitted
to solicit alternative proposals from third parties for a period
of 40 days after the date of the merger agreement.  The
transaction is expected to close by the end of 2010.  Completion
of the transaction is subject to customary closing conditions,
including approval by Dynegy stockholders and receipt of
regulatory approvals.  The transaction is not subject to any
financing conditions, and a fund managed by Blackstone has
committed to contribute all of the equity necessary to complete
the transaction.

The last rating action on DHI occurred on July 1, 2010, when the
ratings were downgraded one notch to their current rating levels,
with a negative outlook.

Headquartered in Houston, Texas, DHI is an independent power
producer that owns a portfolio of more than 12,000 MW electric
generating assets.  DHI is wholly-owned by Dynegy, Inc.


EVERTEC INC: Moody's Assigns 'B2' Corporate Family Rating
---------------------------------------------------------
Moody's Investors Service assigned to EVERTEC, Inc., a first-time
Corporate Family Rating of B2 and Probability of Default Rating of
B2.  Concurrently, Moody's assigned a Ba3 rating to EVERTEC's
proposed $50 million senior secured revolving credit facility and
$350 million senior secured term loan.  The rating outlook is
stable.

EVERTEC is the payment processing and merchant acquiring
subsidiary of Popular, Inc. (the parent company of Banco Popular
de Puerto Rico, the largest bank in Puerto Rico).  On July 1,
2010, private equity firm, Apollo Management VII, L.P., signed an
agreement to acquire 51% in EVERTEC.  Popular, Inc., will retain
49% ownership interest.  The ratings were assigned in connection
with EVERTEC's proposed debt issuance, which will be used to
finance a portion of the transaction.  The assigned ratings are
subject to review of final documentation and no material change in
the terms and conditions of the transaction as advised to Moody's.

EVERTEC's B2 CFR reflects the company's high financial leverage,
concentrated business profile, and small scale relative to larger
and financially stronger transaction processors outside of Puerto
Rico.  The company is heavily reliant on Popular, Inc., and Puerto
Rico's economy, which has remained in a prolonged recession since
March 2006.  While there have been some signs of economic
stabilization, the commonwealth remains mired with high
unemployment, low workforce participation, and high poverty levels
as compared to the U.S.

At the same time, the B2 rating reflects the company's leading
position in the electronic payment processing and merchant
acquiring businesses in Puerto Rico, highly-scaleable ATH network
platform, and a 15 year services agreement with Banco Popular
whereby EVERTEC will serve as the exclusive transaction processor
for the bank.  The company's stable and recurring transaction-
based revenue stream and solid free cash flow is also supported by
multi-year contracts with merchants.  The rating also considers
the generally favorable macro environment for electronic payment
processing industry as the secular shift from cash/checks to
electronic payments continues as well as the potential for further
growth in Latin America due to the company's scalable processing
network.

The stable outlook is supported by Moody's expectation that
EVERTEC will generate low single digit revenue growth and steady
cash flow over the next year and a half even if the economy in
Puerto Rico remains stagnant due its entrenched position as the
commonwealth's leading payment processor.

These first-time ratings/assessments were assigned:

* Corporate Family Rating -- B2

* Probability of Default Rating -- B2

* $50 million Senior Secured Revolving Credit Facility -- Ba3
  (LGD-3, 30%)

* $350 million Senior Secured Term Loan B -- Ba3 (LGD-3, 30%)

Based in San Juan, Puerto Rico, EVERTEC, Inc., with about
$287 million of revenue for the twelve months ended June 30, 2010,
is a provider of credit and debit card-based payment processing
services for merchants in Latin America, as well as community
banks, financial institutions and municipal governments.


EXIDE TECHNOLOGIES: EnerSys Opposes Status Conference for Dispute
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware issued an
order on April 3, 2006, authorizing Exide Technologies to reject a
series of agreements with EnerSys Delaware Inc.  Among these
agreements is a trademark license agreement which granted EnerSys
a license to use the Exide trademark on industrial batteries.

EnerSys took an appeal to a district court to reverse the
Bankruptcy Court's rejection order and another appeal to reverse
its July 3, 2006, ruling, which denied EnerSys' motion for a stay
pending appeal of the rejection order.

The District Court, in a memorandum order dated February 27,
2008, upheld both rulings of the Bankruptcy Court, prompting
EnerSys to take an appeal to the U.S. Court of Appeals for the
Third Circuit to reverse the District Court's decision.

Two months ago, the Court of Appeals handed down a decision
holding that the orders of the Bankruptcy Court and the District
Court were entered in error, and vacating the memorandum order.
The Court of Appeals held that the agreements are not executory
and, thus, cannot be rejected.

The Court of appeals also instructed the District Court to remand
the case to the Bankruptcy Court for further proceedings, which
it did on July 14, 2010.

On July 16, 2010, Exide filed with the Bankruptcy Court a motion
for a status conference on the case.

EnerSys' attorney, Maria Aprile Sawczuk, Esq., at Stevens & Lee
P.C., in Wilmington, Delaware -- masa@stevenslee.com -- says the
request for status conference is an attempt to delay issuance by
the Bankruptcy Court of an order vacating its prior rulings and
denying the rejection of the agreements.  She adds that the
Bankruptcy Court "lacks jurisdiction to enter an order which
imposes any such further delay."

Ms. Sawczuk further says that EnerSys has suffered "significant
harm" while Exide has realized "substantial unjust enrichment" as
a result of the issuance of the Bankruptcy Court's rulings.

"Any delay in the entry by this [Bankruptcy Court] of orders
necessary to restore to EnerSys the rights it lost . . . would be
inconsistent with the goal of restoring to a party against whom
an erroneous judgment has been entered that which it has lost,"
Ms. Sawczuk says in
court papers.

                    About Exide Technologies

Headquartered in Princeton, New Jersey, Exide Technologies
(NASDAQ: XIDE) -- http://www.exide.com/-- manufactures and
distributes lead acid batteries and other related electrical
energy storage products.

The Company filed for Chapter 11 protection on April 14, 2002
(Bankr. Del. Case No. 02-11125). Matthew N. Kleiman, Esq., and
Kirk A. Kennedy, Esq., at Kirkland & Ellis, and James E. O'Neill,
Esq., at Pachulski Stang Ziehl & Jones LLP represented the Debtors
in their successful restructuring.  The Court confirmed Exide's
Amended Joint Chapter 11 Plan on April 20, 2004.  The plan took
effect on May 5, 2004.  While it has emerged from Bankruptcy,
reorganized Exide is still resolving claims filed against it in
the Bankruptcy Court.

                           *     *     *

Reorganized Exide carries 'B' issuer credit ratings from Standard
& Poor's.  In August 2010, when it affirmed the ratings, S&P
explained, "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 has 'B3' corporate family and probability of default ratings
from Moody's Investors Service.  In July 2008, Moody's upgraded
the rating to 'B3' from 'Caa1'.


EXIDE TECHNOLOGIES: Files Post-Conf. Report for June 30 Quarter
---------------------------------------------------------------

                       Exide Technologies
           Post-Confirmation Quarterly Summary Report
                    Condensed Balance Sheets
                       As of June 30, 2010
                         (in thousands)

Assets
Current Assets:
Cash                                                    $32,703
Accounts receivables, net                               111,005
Intercompany receivables                                 15,785
Inventories                                             181,988
Prepaid expenses & other                                 55,620
                                                  --------------
Total current assets                                    397,102
                                                  --------------
Property, plant and equipment, net                       259,029
                                                  --------------
Other Assets:
Other intangibles, net                                   53,757
Investment in affiliates                                  1,375
Intercompany notes receivables                          201,787
Deferred financing costs and other                       69,218
                                                  --------------
TOTAL ASSETS                                            $982,267
                                                  ==============

       Liabilities and Stockholders' Equity (Deficit)

Current Liabilities
Current maturities of long-term debt                     $1,524
Accounts payable                                         97,791
Accrued expenses                                         56,470
Accrued interest                                         12,053
Restructuring reserve                                       644
Liability for warrants                                      235
Warranty liability                                       11,276
                                                  --------------
Total current liabilities                               179,995

Long-term debt                                           475,239
Noncurrent retirement obligations                         72,210
Other noncurrent liabilities                              62,198
                                                  --------------
Total liabilities                                        789,642

Total stockholder's equity                               192,625
                                                  --------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY              $982,267
                                                  ==============

                       Exide Technologies
           Post Confirmation Quarterly Summary Report
                     Schedule of Cash Flows
                  Quarter Ended June 30, 2010
                         (in thousands)

Beginning Balance                                        $24,568

Cash Receipts:
Collection of accounts receivable                       371,294
Proceeds from equity issuance                                 -
Proceeds from sale of Debtor's assets                         -
All other cash receipts                                      83
                                                  --------------
Total Cash Receipts                                     371,377
                                                  --------------

Cash Disbursements:
Disbursements made under the Plan                             -
Disbursements made to bankruptcy professionals              299
Repayment of Term Loans                                     325
All other disbursements made                            362,618
in the ordinary course                                        -
                                                  --------------
Total Cash Disbursements                                 363,242
                                                  --------------
Ending Cash Balance                                      $32,703
                                                  ==============

                    About Exide Technologies

Headquartered in Princeton, New Jersey, Exide Technologies
(NASDAQ: XIDE) -- http://www.exide.com/-- manufactures and
distributes lead acid batteries and other related electrical
energy storage products.

The Company filed for Chapter 11 protection on April 14, 2002
(Bankr. Del. Case No. 02-11125). Matthew N. Kleiman, Esq., and
Kirk A. Kennedy, Esq., at Kirkland & Ellis, and James E. O'Neill,
Esq., at Pachulski Stang Ziehl & Jones LLP represented the Debtors
in their successful restructuring.  The Court confirmed Exide's
Amended Joint Chapter 11 Plan on April 20, 2004.  The plan took
effect on May 5, 2004.  While it has emerged from Bankruptcy,
reorganized Exide is still resolving claims filed against it in
the Bankruptcy Court.

                           *     *     *

Reorganized Exide carries 'B' issuer credit ratings from Standard
& Poor's.  In August 2010, when it affirmed the ratings, S&P
explained, "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 has 'B3' corporate family and probability of default ratings
from Moody's Investors Service.  In July 2008, Moody's upgraded
the rating to 'B3' from 'Caa1'.


EXIDE TECHNOLOGIES: Wants Until Oct. 31 to Object to Claims
-----------------------------------------------------------
Reorganized Exide Technologies asks the U.S. Bankruptcy Court for
the District of Delaware to give it until October 31, 2010, to
file its objections to claims.

James O'Neill, Esq., at Pachulski Stang Ziehl & Jones LLP, in
Wilmington, Delaware, says the proposed extension will give Exide
enough time to evaluate the remaining claims, file additional
objections or even resolve those claims.

More than 6,100 proofs of claim aggregating $4.4 billion had been
filed against Exide.  These do not include about 1,100 proofs of
claim that were filed as unliquidated claims.

As of July 28, 2010, about 6,060 claims had been reviewed and
resolved, reducing the total amount of outstanding claims by more
than $3.4 billion.  Exide has already completed 20 quarterly
distributions to creditors under its confirmed restructuring
plan, consisting of distributions on about 2,608 claims for about
$1.67 billion.

Since April 2009, Exide has not filed any omnibus objections to
claims but has resolved certain discovery disputes and has
continued negotiating with creditors for settlement of their
claims, according to Mr. O'Neill.

The Court will consider approval of the proposed extension at the
hearing scheduled for August 24, 2010.  By application of
Del.Bankr.LR 9006-2, the Claims Bar Date is extended until the
conclusion of that hearing.

Parties have until August 17, 2010, to file objections to the
proposed extension.

                    About Exide Technologies

Headquartered in Princeton, New Jersey, Exide Technologies
(NASDAQ: XIDE) -- http://www.exide.com/-- manufactures and
distributes lead acid batteries and other related electrical
energy storage products.

The Company filed for Chapter 11 protection on April 14, 2002
(Bankr. Del. Case No. 02-11125). Matthew N. Kleiman, Esq., and
Kirk A. Kennedy, Esq., at Kirkland & Ellis, and James E. O'Neill,
Esq., at Pachulski Stang Ziehl & Jones LLP represented the Debtors
in their successful restructuring.  The Court confirmed Exide's
Amended Joint Chapter 11 Plan on April 20, 2004.  The plan took
effect on May 5, 2004.  While it has emerged from Bankruptcy,
reorganized Exide is still resolving claims filed against it in
the Bankruptcy Court.

                           *     *     *

Reorganized Exide carries 'B' issuer credit ratings from Standard
& Poor's.  In August 2010, when it affirmed the ratings, S&P
explained, "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 has 'B3' corporate family and probability of default ratings
from Moody's Investors Service.  In July 2008, Moody's upgraded
the rating to 'B3' from 'Caa1'.


EXIDE TECHNOLOGIES: Moody's Withdraws B2 Rating on $675 Mil. Notes
------------------------------------------------------------------
Moody's Investors Service has withdrawn the B2 rating of Exide
Technologies' proposed $675 million of senior secured notes.  The
withdrawal of the B2 rating on the notes follows the company's
announcement that due to adverse market conditions, Exide has
elected to postpone the private offering of the notes.  In a
related action Moody's affirmed the B3 Corporate Family and
Probability of Default Ratings of Exide, and affirmed the ratings
on the company's existing debt: asset based revolving credit
facility at Ba2, senior secured term loans at Ba3, and senior
secured junior-lien notes at B3.  The rating outlook remains
positive.

Ratings withdrawn:

Exide Technologies

* B2 (LGD3 35%), $675 million of senior secured notes due 2015 and
  2017;

Ratings affirmed:

Exide Technologies

* B3, Corporate Family Rating;

* B3, Probability of Default Rating;

* Ba2, $200 million asset based revolving credit facility;

* B3 (LGD3, 45%), $290 million of senior secured junior-lien notes
  due March 2013;

Exide Technologies and its foreign subsidiary Exide Global
Holdings Netherlands CV:

* Ba3 (LGD2, 14%), $130 million senior secured term loan at Exide
  Technologies;

* Ba3 (LGD2, 14%), $165 million senior secured term loan at Exide
  Global Holdings Netherlands CV.

The last rating action was on August 6, 2010, when the company's
proposed $675 million notes were assigned a B2, the company's
Corporate Family rating was affirmed at B3, and the outlook was
changed to positive from stable.

Exide Technologies' existing $60 million floating rate convertible
subordinated note due September 2013 is not rated by Moody's.

Exide, headquartered in Milton, GA, is one of the largest global
manufacturers of lead acid batteries.  The company manufactures
and supplies lead acid batteries for transportation and industrial
applications worldwide.  Revenues for the LTM period June 30,
2010, were $2.7 billion.


FAIR FINANCE: Ch. 7 Trustee Seeks to Recoup Brizzi Donations
------------------------------------------------------------
Jon Murray and Mary Beth Schneider, writing for The Indianapolis
Star, report that Brian Bash, an Ohio bankruptcy trustee for Fair
Finance Co. -- who is pressing Hoosier politicians to return an
embattled financier's campaign donations -- has turned his
attention to Marion County Prosecutor Carl Brizzi.

The report says an attorney for the trustee planned to send a
letter by August 13 to Mr. Brizzi, following a half-dozen or more
letters sent to other campaigns and political action committees
this summer.  Mr. Brizzi's estimated $225,000 haul was the largest
of at least $900,000 that Timothy Durham or his companies gave,
mostly to Republicans, including Gov. Mitch Daniels.

The trustee views the political donations, a tiny fraction of $200
million still owed to its 5,000 investors, as tainted money.  Any
returned donations would be used to compensate investors, many of
whom are retirees "scrambling to survive," the letters say.

According to the report, Mr. Brizzi and spokesmen for Daniels and
other recipients -- including U.S. Rep. Baron Hill, a Democrat --
counter that they spent most of the donations long ago and had no
reason to suspect the money's origin when they accepted it.

                       About Fair Finance

Akron, Ohio-based Fair Finance Co., an investment company, has
been closed since a November 2009 raid by the U.S. Federal Bureau
of Investigation.  Fair Finance's owner, Indiana businessman
Timothy S. Durham, a Republican political contributor whose
holdings include National Lampoon Inc., has been targeted in
lawsuits and investigations over claims he funded a luxurious
lifestyle with the proceeds of a Ponzi scheme.

A motion to appoint a trustee filed by the petitioning creditors
said that Durham and co-owner James Cochran took $176 million in
loans transferred from the investment fund into Fair Holdings LLC
and DC Investments LLC.  They used the money to fund $220 million
in other loans, according to the filing.

Three creditors -- Nick Spada, Jacques Dunaway, and Robert Ripley
-- filed on February 8, 2010, a petition to send Fair Finance to
Chapter 7 liquidation (Bankr. N.D. Oh. Case No. 10-50494).  David
Mucklow, Esq., serves as counsel to the petitioners.


FAIRPOINT COMMS: Taps Sunu as New CEO; Hauser Stays as Consultant
-----------------------------------------------------------------
FairPoint Communications, Inc., is seeking approval from the U.S.
Bankruptcy Court for the Southern District of New York for its
appointment of Paul H. Sunu as chief executive officer.  Sunu will
replace David L. Hauser as CEO.  Mr. Hauser will remain a
consultant to the Company until its emergence from Chapter 11.
Provided the U.S. Bankruptcy Court approves both MR. Hauser's
consulting agreement and Mr. Sunu's proposed employment agreement,
Hauser will resign and Mr. Sunu will commence his duties as CEO.

Provided the U.S. Bankruptcy Court approves the various
agreements, J. Bonnie Newman, lead director of the Company's board
of directors, will become chairperson of the board of directors.
Newman, of Portsmouth, New Hampshire, has served as lead director
since October 2007.  Sunu will also be appointed to the Company's
board of directors.

"As we begin to plan for emergence from Chapter 11, Paul's
extensive telecommunications experience will be a great benefit to
FairPoint.  David has done an excellent job over the past year
guiding the Company through the restructuring process.  Now Paul's
telecommunications skill set will drive excellence in performance
and profitability as we emerge from Chapter 11," stated Newman.
"Building on the positive momentum over the past several months,
the Company looks forward to better serving its customers and
providing increased services and new products throughout its
markets," Newman added.

The Company is awaiting certain approvals from the Federal
Communications Commission and from the Public Service Board of
Vermont before it can emerge from Chapter 11.  Approvals from the
appropriate regulatory bodies in New Hampshire, Illinois, Maine,
New York and Virginia have already been received.

Paul H. Sunu, 54, most recently served as Chief Financial Officer
(CFO) of Hargray Communications Group, a provider of voice, high-
speed data and video services, since 2008.  He previously was CFO
of Hawaiian Telcom (2007-2008) and before that he was managing
director and CFO of Madison River Communications (1996-2007),
where he was also one of the company's founders.  Sunu began his
career with Arthur Young & Company in Chicago, and then spent the
better part of two decades at tax, investment and management
consulting firms.  He serves on the board of directors of Integra
Telcom.  He received a Bachelor of Arts degree in political
science from the University of Illinois and a Juris Doctor degree
from the University of Illinois - College of Law.

                 About FairPoint Communications

FairPoint Communications, Inc. (NYSE: FRP) --
http://www.fairpoint.com/-- is an industry-leading provider of
communications services to communities across the country.
FairPoint owns and operates local exchange companies in 18 states
offering advanced communications with a personal touch, including
local and long distance voice, data, Internet, television and
broadband services.  FairPoint is traded on the New York Stock
Exchange under the symbols FRP and FRP.BC.

FairPoint and its affiliates filed for Chapter 11 on Oct. 26, 2009
(Bankr. D. Del. Case No. 09-16335).  Rothschild Inc. is acting as
financial advisor for the Company; AlixPartners, LLP as the
restructuring advisor; and Paul, Hastings, Janofsky & Walker LLP
is the Company's counsel.  BMC Group is claims and notice agent.

As of June 30, 2009, FairPoint reported $3.24 billion in total
assets, $321.41 million in total current liabilities,
$2.91 billion in total long-term liabilities, and stockholders'
equity of $1.23 million.

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


FIRST CHESTER: Incurs $1.8 Million Net Loss in First Quarter
------------------------------------------------------------
First Chester County Corporation filed its quarterly report on
Form 10-Q, reporting a net loss of $1.80 million for the three
months ended March 31, 2010, compared with net income of
$3.32 million for the same period of 2009.  Net interest income
was $8.28 million in the first quarter of 2010, compared to
$8.96 million for the same period in 2009.

John A. Featherman, III, Chairman and CEO of First Chester,
stated, "First Chester is continuing to work through these
challenging economic times and take the necessary steps to serve
our customers and our communities.  While we are disappointed in
the first quarter financial results, we believe that our pending
merger with Tower Bancorp, Inc. positions our franchise for the
long term and will be a positive step for our shareholders."

Mr. Featherman added, "First Chester expects to file its quarterly
report for the second quarter of 2010 in the upcoming weeks.  At
that time, all filings with the SEC will be current and First
Chester will be back in compliance with the Nasdaq Capital Markets
continued listing requirements."

The net loss from continuing operations was $604,000 for the first
quarter of 2010, compared to net income of $139,000 in the quarter
ended March 31, 2009.  The financial results in the first quarter
were negatively impacted by lower net interest income as a result
of a lower level of loans and leases compared to the prior year's
quarter, increased professional fees due to the pending merger
with Tower Bancorp, Inc., as well as an increase in write-downs
related to other real estate owned.  These were partially offset
by lower salaries and employee benefits due to cost reduction
efforts and a reduction on the provision for loan and lease losses
compared to the prior year's quarter.

The net loss from discontinued operations, which includes
operations related to First Chester's mortgage banking segment,
which was announced for sale during the first quarter, was
$1.20 million for the quarter, compared to net income of
$3.18 million in the quarter ended March 31, 2009.

The Company's balance sheet as of March 31, 2010, showed
$1.293 billion in total assets, $1.238 billion in total
liabilities, and a stockholders' equity of $54.87 million.

As reported in the Troubled Company Reporter on August 3, 2010,
Grant Thornton LLP, in New York, expressed substantial doubt about
the Company's ability to continue as a going concern, following
its 2009 results.  The independent auditors noted that on
October 16, 2009, the Company's subsidiary, the First National
Bank of Chester County, entered into a Memorandum of Understanding
with the Office of the Comptroller of the Currency, pursuant to
which the Bank Company has agreed, among other things, to develop
a comprehensive three-year capital plan.  The OCC also mandated
higher individual minimum capital ratio requirements.  For the
year ended December 31, 2009, the Company has incurred a net loss
from operations, primarily from the higher provisions for loan
losses due to increased levels of non-performing assets, the
write-off of goodwill and the establishment of a valuation
allowance on the deferred tax assets.  These losses have caused
the Bank to fall below certain IMCR thresholds as of December 31,
2009, and March 31, 2010.

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

               http://researcharchives.com/t/s?6901

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

               http://researcharchives.com/t/s?6902

West Chester, Pa.-based First Chester County Corporation
(NasdaqCM: FCEC) is a bank holding company.  The Company's
principal activities are the owning and supervision of First
National Bank of Chester County -- http://www.1nbank.com/-- a
full service commercial bank.  The Bank currently conducts its
business through 23 primary banking offices located in Chester,
Montgomery, Delaware, Lancaster and Cumberland Counties,
Pennsylvania, including its main office.

On December 27, 2009, the Company entered into a definitive merger
agreement, as amended on March 4, 2010, with Tower Bancorp, Inc.,
the holding company for Graystone Tower Bank, pursuant to which
the Company will merge into Tower.  The merger agreement provides
that upon consummation of the merger, the Bank will merge into
Graystone, with Graystone as the surviving institution.  As of
June 30, 2010, the merger has received all required regulatory
approvals and the Company expects to complete the merger during
2010.


FORD CREDIT CANADA: DBRS Assigns Provisional Rating of 'BB'
-----------------------------------------------------------
DBRS has assigned a provisional rating of BB with a Stable trend
to the Ford Credit Canada Limited (Ford Credit Canada or the
Company) planned issue of unsecured and unsubordinated notes due
August 2015 (Notes).

The Notes are to be unconditionally guaranteed by Ford Motor
Credit Company LLC (Ford Credit), Ford Credit Canada's parent, and
will rank pari passu with all other senior unsecured debt of the
Company.


FOUR-LEAF CLOVER: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Four-Leaf Clover Dairy, LLC
        7630 E. 1100 S-90
        Geneva, IN 46740

Bankruptcy Case No.: 10-13574

Chapter 11 Petition Date: August 11, 2010

Court: United States Bankruptcy Court
       Northern District of Indiana (Fort Wayne Division)

Judge: Robert E. Grant

Debtor's Counsel: Terry E. Hall, Esq.
                  BAKER & DANIELS LLP
                  300 North Meridian Street, Suite 2700
                  Indianapolis, IN 46204
                  Tel: (317) 237-0300
                  Fax: (317) 237-1000
                  E-mail: terry.hall@bakerd.com

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

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

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/innb10-13574.pdf

The petition was signed by Leontien Van De Laar, manager.


GALAXY GAMING: June 30 Balance Sheet Upside-Down by $24,000
-----------------------------------------------------------
Galaxy Gaming, Inc.'s balance sheet at June 30, 2010, showed total
assets of $2,117,676, total liabilities of $2,141,763, and a
stockholders' deficit of $24,087.

As of June 30, 2010, the Company had total current assets of
$1,208,953, total current liabilities of $966,747.  The Company's
working capital increased from a deficit of $22,942 at December
2009 to $242,206 at June 30.  The increase in working capital was
due to an increase in cash and inventory and a reduction in
accounts payable.

At June 30, 2010, the Company does not have any available third-
party lines or letters of credit.

During the second quarter ended June 30, 2010, the Company's
continuing operations generated gross revenues of $735,569, an
increase of 9% from gross revenues of $674,490 for the three
months ended June 2009.  The increase in revenue was driven by
increases in its recurring revenue from table game content and
fees associated with the performance of its electronic game
platform offset by a decline in sale or reimbursement of its
manufactured equipment.

Net income from continuing operations for the three months ended
June 30, was $20,758, compared to a loss from continuing
operations of $54,977 for the three months ended June 2009.

For the six months ended June 30, the Company's continuing
operations generated gross revenues of $1,489,596, an increase of
16% from gross revenues of $1,283,199 for the six months ended
June 2009.  The increase in revenue was driven by increases in its
recurring revenue from table game content and fees associated with
the performance of its electronic game platform offset by a
decline in sale or reimbursement of its manufactured equipment.

Net loss from continuing operations for the six months ended
June 30, was $78,750, compared to a loss from continuing
operations of $122,692 for the six months ended June 2009.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?68c8

                     About Galaxy Gaming, Inc.

Based in Las Vegas, Galaxy Gaming, Inc., develops proprietary
casino table games and electronically enhanced table game
products.  The Company licenses or leases its products to land-
based and cruise ship casinos in the United States and
internationally.  Currently, the Company has an installed base of
its products on more than 1,700 gaming tables.


GALAXY LIMOUSINE: Case Summary & 16 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Galaxy Limousine & Executive Charter, Inc.
        5540 S. 94th E. Ave.
        Tulsa, OK 74145

Bankruptcy Case No.: 10-12743

Chapter 11 Petition Date: August 11, 2010

Court: United States Bankruptcy Court
       Northern District of Oklahoma (Tulsa)

Judge: Dana L. Rasure

Debtor's Counsel: Scott P. Kirtley, Esq.
                  RIGGS, ABNEY, NEAL, TURPEN, ORBISON
                  502 West 6th Street
                  Tulsa, OK 74119-1010
                  Tel: (918) 587-3161
                  E-mail: skirtleyattorney@riggsabney.com

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

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

A list of the Company's 16 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/oknb10-12743.pdf

The petition was signed by Tricia Roberts, president.


GENERAL MOTORS: Said to Aim for Up to $16-Bil. in Stock Sale
------------------------------------------------------------
General Motors Co. is seeking to raise $12 billion to $16 billion
in an initial public offering, Jeffrey McCracken and Tim Higgins
at Bloomberg News reported late last week, citing a person
familiar with the plan.  In connection with the offering, General
Motors is expected to file a 500-page Form S-1 with the Securities
and Exchange Commission.

According to Bloomberg, the IPO would be the second largest in
U.S. history, behind Visa Inc.'s $19.7 billion initial offering in
March 2008.  The share sale is also the first step in freeing GM
from government ownership, which Chief Executive Officer Ed
Whitacre has pushed for after GM's $50 billion taxpayer bailout in
the wake of its bankruptcy in June 2009.

GM has obtained a $5 billion revolving line of credit from a group
of at least 15 banks as of August 10, Bloomberg quoted the person
as saying.  More than half are named in the draft of the document
as underwriters, including Morgan Stanley, JPMorgan Chase & Co.,
Citigroup Inc., Bank of America Corp. and Credit Suisse Group AG.

                       Senator Looks at IPO

The Wall Street Journal's Sharon Terlep reports that Republican
Sen. Charles Grassley has asked the Obama administration for an
analysis of the planned stock offering by General Motors Co. and
how much money is likely to come back to the U.S. government.
According to the Journal, in a letter to Neil Barofsky, the
special inspector general for the $700 billion Troubled Asset
Relief Program, the Iowa Republican said he wants to ensure the
Treasury Department and GM "are taking the steps necessary to
ensure that the IPO results in the highest possible return for the
American taxpayer."

                       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).


GRAHAM PACKAGING: Fitch Affirms 'B' Issuer Default Rating
---------------------------------------------------------
Fitch Ratings has affirmed the ratings for Graham Packaging
Company, L.P.'s Issuer Default Rating and long-term debt ratings:

Graham Packaging Company, L.P. and subsidiary GPC Capital Corp. I:

  -- IDR at 'B';
  -- Senior secured revolving credit facility at 'B+/RR3';
  -- Senior secured term loan at 'B+/RR3';
  -- Senior unsecured notes at 'CCC/RR6';
  -- Senior subordinated notes at 'CCC/RR6'.

The Rating Outlook is Stable.  Approximately $2.2 billion of debt
is covered by the ratings.

The rating actions reflect Graham's announcement that it will
acquire Liquid Container, L.P. and its subsidiaries for a total
purchase consideration of $568 million.  Liquid Container operates
14 blow molded plastic container plants in the U.S. focused
primarily on food and beverage.  Annual revenue and EBITDA for
2010 are expected to be approximately $400 million and $72 million
respectively.  Cost synergies are estimated in the $20 million
range and will take two years to realize.

Graham's rating incorporates Fitch's expectation that, on a long-
term basis, the acquisition benefits the company's competitive
position and that Graham has the financial flexibility to maintain
leverage in a range appropriate for the current rating category.
Shorter term, the acquisition weakens the company's credit profile
including leverage that increases pro forma for the transaction to
approximately 5.3 times at the end of the second quarter 2010.
The acquisition will be financed with a mix of bank debt and a
bridge facility.  Graham's covenants provide material capacity for
the transaction.  Fitch expects that EBITDA growth and debt
reduction will return Graham's credit-protection metrics back into
its pre-acquisition range within the next year of less than 5x.
Free cash flow is expected to be at least $130 million for 2010.

Over the next several quarters, Graham will need to address a key
liquidity risk of refinancing approximately $560 million of term
loan debt due in October 2011.  Graham's liquidity at the end of
the second quarter of 2010 was approximately $386 million, which
consisted of an undrawn $260 million revolving credit facility
($10.2 million of outstanding letters of credit at June 30, 2010)
and $136 million of cash.  In October 2010, the available
liquidity is expected to decrease as Graham will not likely extend
the $135 million in revolving commitments due October 2010.
Amortization payments for the remainder of 2010 total $8 million.
Fitch expects Graham could be required to make an excess cash flow
sweep payment in March 2011 for the 2010 period, unless net
leverage is less than 3.5x.  In 2009, Graham made an excess cash
flow payment of $63 million.  The company remains in compliance
with its credit agreement covenants and has considerable cushion
under the senior secured debt-to-EBITDA covenant.  Leverage for
the last four quarters (as of Sept 30, 2009) was 3.1x compared to
the maximum leverage of 5.5x.  The covenant steps down modestly in
2011.  The senior notes also contain an incurrence covenant for
fixed charge coverage ratio of 2.0x, which includes several carve-
outs.  The fixed charge ratio was 2.6x as of June 30, 2010.


HARLAND CLARKE: Moody's Affirms 'B2' Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service affirmed Harland Clarke Holdings Corp.'s
B2 Corporate Family Rating, B2 Probability of Default rating, B1
senior secured ratings and Caa1 ratings of its senior unsecured
notes.  Harland Clarke's B2 CFR continues to reflect the ongoing
secular pressures on its revenue base and operating margins, and
event risk associated with its controlling shareholder, M&F
Worldwide.  The rating outlook remains stable.

Details of the ratings action are:

Ratings affirmed:

* Senior secured revolving credit facility, due 2013 -- B1, LGD3,
  41%

* Senior secured term loan, due 2014 -- B1, LGD3, 41%

* Floating rate notes due 2015 -- Caa1, LGD6, 91%

* 9.5% Senior notes due 2015 -- Caa1, LGD6, 91%

* Corporate family rating -- B2

* Probability of default rating -- B2

The rating outlook is stable.

Harland Clarke's B2 Corporate Family rating is supported by the
company's good cash flow generation from its portfolio of mature
businesses.  At the same time, the rating is tempered by
heightened substitution risk in the check business, high leverage
as well as event risk related to industry consolidation,
acquisitions and distributions to M&F.

Harland Clarke successfully implemented $113 million of cost
synergies (combining printing facilities and call centers as well
as eliminating overlapping corporate functions) related to the
Harland acquisition, which reduced debt-to-EBITDA considerably to
approximately 4.5x (LTM 6/30/10 incorporating Moody's standard
adjustments) from the 6.9x pro forma level at the close of the
acquisition in 2007.

Nevertheless, the rating reflects Moody's ongoing concern that the
decline in physical consumer check demand will continue and
ultimately accelerate erosion in these businesses.  Management
acknowledges that check volumes are decreasing and segment
revenues through June 2010 confirm the consistent decline in
checking and related products.  According to Moody's estimates,
the volume of checks written contracted about 10% in 1H 2009 due
to the turmoil in the financial services industry and Moody's
expect continued declines above 6-7% through the remainder of 2010
and 2011.

Harland Clarke has a good track record of mitigating volume
declines with customer-focused products and services that increase
average revenue per order, but Moody's remain concerned these
efforts will not be sufficient to prevent accelerating revenue
erosion.  Additionally, the company continues to make acquisitions
offsetting volume declines for check related products.  Recent
transactions include SubscriberMail and separately Protocol IMS in
December 2009 for a combined $12.9 million as well as Spectrum K12
School Solutions, Inc. for $30 million in July 2010.

The last rating action on Harland Clarke occurred on August 17,
2009, when Moody's affirmed ratings for the CFR, PDR and
individual instruments.

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

Headquartered in Decatur, GA, Harland Clarke is a provider of (1)
check and check-related products and services to financial
institutions, businesses and consumers, (2) software and related
services to financial institutions, and (3) data collection,
testing products, scanning equipment and tracking services through
its Scantron division.  For the LTM period ended June 30, 2010,
the company generated $1.7 billion in revenues.


HERTZ CORP: DBRS Affirms 'BB' Issuer Rating After Q2 Results
------------------------------------------------------------
DBRS has commented that the ratings of Hertz Corporation,
including its Issuer Rating of BB are unaffected following the
Company's announcement of 2Q10 financial results.  The trend on
all ratings is Positive.

The comment follows Hertz's earnings release indicating a pre-tax
loss of $6.2 million for 2Q10 compared to pre-tax income of
$30.7 million in 2Q09. Of note, the comparable period included a
$48.5 million gain related to the buyback of Company debt.
Excluding this one-time gain, the pre-tax loss narrowed 65% from
the comparable period a year ago.  Increasing direct operating and
SG&A expenses resulting from the expansion of off-airport
locations over the past twelve months, partially offset by an
increase in revenues were the key drivers of the quarterly loss.
Corporate EBITDA was up slightly to $281.4 million; however,
excluding a $32 million one-time compensation benefit owed to
temporary wage and select benefit reductions in 2Q09, corporate
EBITDA increased 13.3%.  For the quarter, total worldwide revenue
increased 7.5%, excluding the effects of foreign currency
movements, to $1.9 billion.  The growth in revenues were primarily
driven by increasing demand from corporate travelers in both U.S.
and Europe, and solid growth in both the off-airport business and
Advantage, the Company's cost-conscious leisure travel brand
acquired in 2Q09.  Importantly, the Company's core U.S. Rental Car
business reported a record second quarter with $32.5 million of
adjusted pre-tax income, driven by good revenue growth and lower
fleet costs.  Given the tepid economic recovery and the continuing
weak demand for rental equipment, DBRS considers the results as
illustrating solid underlying momentum.

Worldwide car rental revenue increased 10.0%, excluding the
effects of foreign currency movements, to $1.6 billion for 2Q10.
Importantly, revenue increased more than 9% in each of the U.S.,
Europe and Other International operations, demonstrating good
momentum across the franchise.  Rental rate revenue per
transaction day (RPD) declined 0.1%, as leisure pricing was weak
and commercial pricing remains pressured by competition.  The
slight decrease in pricing was more than offset by an 8.9%
increase in worldwide rental transaction days; as corporate travel
increased in both the U.S. and Europe, and the Company experienced
solid demand growth in U.S. off-airport.  Further, Hertz reported
an 11.6% decrease in worldwide monthly rental car net depreciation
reflecting the lower fleet acquisition costs, increasing
utilization of non-auction sales channels, and the continuing
robust used-vehicle market.  The improved performance in worldwide
rental car was offset by a 5.9% decrease, excluding the effects of
foreign currency movements, in worldwide equipment rental revenues
as pricing remained weak and demand, while showing early
indications of stabilization, remains restrained.

Liquidity and funding remain solid.  Hertz has successfully
extended and laddered its maturity schedule, refinancing
International fleet debt with issuances totaling EUR1.02 billion
while completing approximately $930 million of U.S. ABS fleet debt
financing.  Remaining maturities to be refinanced in 2H10 are
minimal consisting of some international fleet financing.  At
June 30, 2010, corporate liquidity totaled $1.7 billion.

The Positive trend reflects Hertz's announced definitive agreement
to acquire Dollar Thrifty Automotive Group, Inc. (DTAG) (rated B
(high) by DBRS).  Given the recently proposed acquisition offer
made to DTAG 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.


ISE LIMITED: Delays Filing of Interim Financial Statements
----------------------------------------------------------
ISE Limited will not be able to meet the filing deadline of August
16, 2010 for the filing of its second quarter interim financial
statements, CEO and CFO certifications and management's discussion
and analysis for the six-month period ending June 30, 2010.  The
Company cannot confirm when it will be in a position to file the
required documents.

The delay is a result of the Company's financial position. As
announced in its press release of August 10, 2010, the Company's
principal operating subsidiary, ISE Corporation, has filed a
voluntary petition to reorganize its business under Chapter 11 of
the United States Bankruptcy Code.  The Company does not currently
have the available resources or capacity to have its auditors
conduct a review engagement of the interim statements or to
prepare management-prepared interim statements, nor does it
believe that management-prepared statements would be appropriate
in the circumstances.

Due to the failure to file the Required Documents, the applicable
Canadian Securities Regulators may, in their discretion, determine
that it would be appropriate to issue a general issuer cease trade
order affecting all of the Company's securities.

                        About ISE Limited

ISE Limited --- http://www.isecorp.com/-- is a developer,
manufacturer and distributor of Energy Storage Systems (ES
Systems) and Heavy Duty Hybrid-Electric Drive Systems (Hybrid
Systems).  Established in 1995, ISE is headquartered in San
Diego, California.  ISE's history of innovation and technological
leadership has resulted in the design and development of systems
and components that deliver superior operating performance.

ISE Ltd.'s operating subsidiary, ISE Corporation, filed a
voluntary petition to reorganize its business under Chapter 11 on
August 10 (Bankr. S.D. Calif. Case No. 10-14198).  Marc J.
Winthrop, Esq., at Winthrop Couchot Professional Corp.,
serves as counsel to the Debtor.  The Debtor estimated assets and
debts of $10 million to $50 million in its Chapter 11 petition.


JARDEN CORPORATION: Moody's Upgrades Corp. Family Rating to 'Ba3'
-----------------------------------------------------------------
Moody's Investors Service upgraded Jarden's corporate family
rating and probability of default rating to Ba3 from B1 in
connection with the proposed amendment of a piece of its term loan
and because of its good operating performance despite the
continuing economic uncertainty.  At the same time, Moody's
assigned a Ba1 rating to the new $470 million term loan and
$150 million credit facility and affirmed the Ba1 rating on the
$600 million term loan.  The rating on the existing $1,075 credit
facility will be withdrawn.  In addition to the CFR and PDR
upgrades, these other ratings were also upgraded: speculative
grade liquidity rating to SGL 1 from SGL 2, subordinated note
rating to B1 from B3 and the unsecured note rating to Ba3 from B1.
The outlook is stable.

Jarden recently announced its intention to amend its credit
agreement to allow for the extension of its revolver and select
term loan traunches (totaling $470 million) to January 26, 2015,
coterminous with the maturity of the existing $600 million
facility.  The revolving credit facility will be increased to
$150 million from $100 million.

"The upgrade in Jarden's corporate family rating and probability
of default rating reflect its strong operating performance
throughout the economic downturn, its improved liquidity profile
with the proposed amendment of its secured credit facility and
Moody's expectation of continued earnings and cash flow growth,"
said Kevin Cassidy, Senior Credit Officer at Moody's Investors
Service.  For example, financial leverage is expected to be around
4.5x by the end of 2010 and operating margins are expected to stay
around 10% or better.  Liquidity is also anticipated to remain
strong with cash over $500 million and no significant maturities
over the next four years.

The upgrade in the speculative grade liquidity rating to SGL 1
from SGL 2 reflects the improved debt maturity schedule because
of the maturity date extension of almost $500 million of secured
debt.  In addition to the maturity extension, Moody's believe
Jarden's good liquidity profile is highlighted by cash balances
of over $400 million and Moody's expectation of more than
$150 million of free cash flow in 2011.  Further benefiting
Jarden's liquidity profile is Moody's view that Jarden will
maintain at least 15% cushion under its financial covenants each
quarter and that it will continue to have access to its undrawn
$150 million revolver that expires in January 2015.  The recent
increase in the accounts receivable securitization facility to
$300 million ($250 million currently utilized) and extending the
tenure to three years from one year also benefits Jarden's
liquidity profile.  While not overly significant, the payment of
dividends (around $40 million expected) and opportunistic share
repurchases somewhat constrain liquidity.

The two notch upgrade in the subordinated notes reflects the one
notch upgrade in the CFR and a modest change in Jarden's capital
structure with higher modeled revolver balances and fluctuations
in payables.

The Ba3 corporate family rating reflects the company's significant
and increasing scale, its leading market position in various niche
branded consumer products, diverse product portfolio, expanding
geographic diversification and its good liquidity profile.  The
corporate family rating also reflects the acquisitive nature of
the company and its propensity to increase shareholder returns
despite having relatively high adjusted financial leverage at
around 5x.  The rating is constrained by the continuing
uncertainty in discretionary consumer spending and weakness in the
global economy.

The stable outlook reflects Moody's view that Jarden will grow
organically between 3-5% in the near to mid-term while maintaining
EBITA margins of around 9% or better (currently 9.6%).  The
outlook also assumes that the economic stresses in Europe do not
materially impact Mapa Spontex's or any other European business.
The lack of debt funded shareholder returns is also considered in
the outlook as is Moody's expectation that financial leverage will
be reduced to around 4.5x by the end of 2010.

A downgrade is not likely in the near term.  However, a material
debt funded acquisition or an unexpected significant shock to the
economy combined with these credit metrics could prompt a
downgrade: 1) financial leverage well over 6x with no hope of
reducing it, 2) low single digit operating margins, 3) low single
digit retained cash flow/adjusted debt percentages or the repeated
consumption of cash.  A more likely scenario in the near to mid-
term would be a negative outlook.  This could be driven by a
sudden shift in consumer spending habits for moderately priced
branded consumer goods or an acquisition that does not make
strategic sense.

While a positive outlook is also unlikely in the near term, a
significant and unexpected increase in discretionary consumer
spending could spur a positive outlook.  An upgrade could occur if
Jarden moderates its acquisition appetite and its credit metrics
significantly improve from their current levels.  For example,
adjusted financial leverage, which is currently around 5x, would
need to be well below 4x, EBITA margins, which are currently under
10%, would need to be in the mid teens and retained cash flow to
net debt, which is currently around 15%, would need to be around
20%.

These ratings were assigned:

* $470 million term loan due January 2015 rated Ba1 (LGD 2, 19%);

* $150 million revolving credit facility due January 2015 rated
  Ba1 (LGD 2, 19%);

These ratings were upgraded/assessments revised:

* Corporate family rating to Ba3 from B1;

* Probability of default rating to Ba3 from B1;

* $300 million senior unsecured notes to Ba3 (LGD 3, 49%) from B1
  (LGD 4, 55%);

* $650 million senior subordinated notes to B1 (LGD 5, 74%) from
  B3 (LGD 5, 85%);

* $455 million senior subordinated notes to B1 (LGD 5, 74%) from
  B3 (LGD 5, 85%);

* Speculative grade liquidity rating to SGL 1 from SGL 2;

This rating was affirmed;

* $600 million amended term loan due January 2015 at Ba1 (LGD 2,
  19%) -- no change in LGD assessment;

This rating will be withdrawn;

* $1,075 billion credit facility maturing January 2012 rated Ba1

The last rating action was on January 12, 2010, where Moody's
upgraded Jarden's secured credit facilities and unsecured notes to
Ba1 and B1, respectively.  All other ratings were affirmed with a
positive outlook.

Jarden Corporation is a manufacturer and distributor of niche
consumer products used in and around the home.  The company's
primary segment include Consumer Solutions (which distributes
kitchen appliances, and home vacuum packaging systems), Branded
Consumables (which distributes playing cards, arts and crafts,
plastic cutlery and firelogs), and Outdoor solutions (which
distributes a variety of outdoor leisure products under the K2,
PureFishing, Coleman and Campingaz brands).  Headquartered in Rye,
NY the company reported net sales of approximately $5.5 billion
for the twelve months ended June 30, 2010.


JAZZ PHARMACEUTICALS: June 30 Balance Sheet Upside-Down by $16.3MM
------------------------------------------------------------------
Jazz Pharmaceuticals, Inc.'s balance sheet at June 30, 2010,
showed total assets of $97,264,000, total current liabilities of
$56,284,000, deferred rent of $73,000, deferred revenue of
$9,622,000, purchased product right liability of $6,750,000,
liability under government settlement of $8,142,000, long term
debt of $32,694,000, and a stockholders' deficit of $16,301,000.

During the first half of 2010, the Company reduced its long-term
debt outstanding from $119,500,000 to $50,000,000, extended the
final maturity date of its long-term debt from June 2011 to June
2013 by repaying its senior secured notes in full and entering
into a new credit agreement. As a result of this repayment and new
financing the Company reduced the interest rate on its long-term
debt from a fixed rate of 15% to a variable rate that was 5.75% as
of June 30.

For three months ended June 30, the Company posted a net loss of
$6,388,000 compared to net income of $2,171,000 for the same
period ended June 2009.

For six months ended June 30, the Company posted a net loss of
$4,924,000 compared with a net loss of $10,817,000 for the same
period ended June 2009.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?68c9

                    About Jazz Pharmaceuticals

Palo Alto, California-based Jazz Pharmaceuticals, Inc., (Nasdaq:
JAZZ) -- http://www.JazzPharmaceuticals.com/-- is a specialty
pharmaceutical company focused on identifying, developing and
commercializing innovative products to meet unmet medical needs in
neurology and psychiatry.


JOAN NIEVES: Case Summary & 16 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Joan Nieves
        491 Hancock St.
        Brooklyn, NY 11233

Bankruptcy Case No.: 10-47578

Chapter 11 Petition Date: August 11, 2010

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

Judge: Joel B. Rosenthal

Debtor's Counsel: Bruce Weiner, Esq.
                  ROSENBERG MUSSO & WEINER LLP
                  26 Court Street, Suite 2211
                  Brooklyn, NY 11242
                  Tel: (718) 855-6840
                  Fax: (718) 625-1966
                  E-mail: rmwlaw@att.net

Scheduled Assets: $1,448,550

Scheduled Debts: $1,558,948

A list of the Debtor's 16 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/nyeb10-47578.pdf


K2 PURE: Moody's Assigns 'B3' Rating on $121.5 Mil. Senior Loan
---------------------------------------------------------------
Moody's Investors Service has assigned a revised B3 rating to K2
Pure Solutions NoCal, L.P's (K2 Pittsburg or Project) proposed
$121.5 million senior secured term loan due 2015.  The rating
outlook is stable.

The B3 rating represents a revision downwards from a previously
published B1 rating.  On July 21, 2010, Moody's had assigned a B1
rating to the then proposed $115 million of senior secured credit
term.  The lower rating is due primarily to the transaction size
and terms.  The Project proposes to issue a higher debt amount at
a significantly higher interest rate resulting in diminished cash
flow coverage ratios, reliance on merchant cash flows to meet debt
service and higher refinancing amount due at maturity under
conservative cases considered by Moody's.  While K2 Pittsburg
continues to benefit from long-term contracts with Dow Chemical
Company (rated Baa3), Moody's expects the Project will not be able
to service debt based solely on the Dow related cash flows.
Moody's views the merchant related cash flows to be highly
speculative.  The rating also takes into consideration certain
proposed changes to the financing terms relative to Moody's
previous understanding.

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

The proceeds from the $121.5 million term loan and approximately
$78.4 million of equity will be used to fund the construction of
the Project, pay interest during construction, fund reserves and
pay transaction costs.  The Project sponsor will also provide a
$14.6 million of contingent equity to backstop a $14.6
construction contingency.  The Sponsor's unfunded equity
commitment is expected to be backed by a letter of credit.

The stable outlook reflects Moody's expectation that the Project
will achieve full commissioning in the third quarter of 2011, the
Project will be able to meet its performance obligations under the
Dow contracts and the Project will achieve cash flow sufficient to
meet debt service.

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

The rating could be positively affected if the Project reaches
full construction completion according to budget, demonstrates
consistently strong operations, the Project is expected to remain
in compliance with its covenants and achieves sustained financial
performance with DSCR of at least 1.5x and FFO/Debt of at least
5%.

The B3 rating is predicated upon final documentation in accordance
with Moody's current understanding of the transaction and final
debt sizing consistent with initially projected credit metrics.

The last rating action on K2 Pittsburg occurred on July 21, 2010,
when Moody's assigned a B1 senior secured rating.

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

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


K-V PHARMACEUTICAL: Delays Filing of Form 10-Q for June 30 Quarter
------------------------------------------------------------------
K-V Pharmaceutical disclosed in a regulatory filing Wednesday that
its quarterly report on Form 10-Q for the period ended June 30,
2010, could not be filed within the prescribed time period.  The
Company has also not filed its annual report on From 10-K for the
fiscal year ended March 31, 2010.

The Company anticipates that it will experience significant
changes in its results of operations from the corresponding period
for the last fiscal year to be reflected by the earnings
statements to be included in the Form 10-Q when ultimately filed.
As the Company previously disclosed, 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.  The Company's actions and the
requirements under the consent decree have had a material adverse
effect on the Company's results of operations and liquidity
position.

Based on work completed to date by the Company on its year-end
closing procedures and the preparation of its financial
statements, the Company currently expects to file the Form 10-K
during the fourth calendar quarter of 2010 and will then be able
to begin work on the preparation and filing of Forms 10-Q for the
quarters ended June 30, 2010, and September 30, 2010,
respectively.  The Company intends to file the Form 10-Q as soon
as it is completed, but is unable, at this time, to estimate when
the Form 10-Q will be filed.

Upon completion of the Company's evaluation of its internal
controls over financial reporting, the Company expects to report
in its Form 10-K for the fiscal year ended March 31, 2010, when
filed, a number of material weaknesses in internal controls over
financial reporting.  The Company expects to continue to report a
number of material weaknesses in the Form 10-Q.

In addition, the Company believes that there is substantial doubt
regarding its ability to continue as a going concern and, as a
result, the Company expects that the report of its independent
registered public accounting firm accompanying its annual
consolidated financial statements likely will include an
explanatory paragraph disclosing the existence of substantial
doubt regarding the Company's ability to continue as a going
concern.  The Company does not expect that the substantial doubt
will be resolved as of the end of the period covered by the Form
10-Q.

                     About K-V Pharmaceutical

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

The Company's balance sheet as of December 31, 2009, showed
$584.46 million in total assets, $440.86 million in total
liabilities, and a stockholders' equity of $143.60 million.


KL ENERGY: Posts $1.24 Million Net Loss in Q2 Ended June 30
-----------------------------------------------------------
KL Energy Corporation filed its quarterly report on Form 10-Q,
reporting a net loss of $1.24 million for the three months ended
June 30, 2010, compared with a net loss of $1.17 million for the
same period of 2009.

In the three months ended June 30, 2010, the Company did not
recognize any biofuel income due to the timing of several
feedstock testing programs.  The Company also had zero revenue for
the three months ended June 30, 2009.

The Company's balance sheet as of June 30, 2010, showed
$3.35 million in total assets, $6.83 million in total liabilities,
and a stockholders' deficit of $3.48 million.

As reported in the Troubled Company Reporter on March 11, 2010,
Ehrhardt Keefe Steiner & Hottman PC, in Denver, expressed
substantial doubt about the Company's ability to continue as a
going concern after auditing the Company's financial statements
for the year ended December 31, 2009.  The independent auditors
noted that of the Company's recurring losses and accumulated
deficit of $9.27 million as of December 31, 2009.

The Company acknowledges in its latest 10-Q that it may be unable
to continue as a going concern unless it raises additional
capital.

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

               http://researcharchives.com/t/s?68f5

                         About KL Energy

Based in Rapid City, South Dakota, KL Energy Corporation
-- http://www.klenergycorp.com/-- formerly known as Revive-it
Corp., focuses on developing unique technical and operational
capabilities designed to enable the production and
commercialization of biofuel, in particular ethanol from
cellulosic biomass.  The Company also plans to provide contracted
engineering and project development services to third party
customers.


LEHMAN BROTHERS: European Unit Sues Dubai Real-Estate Group
-----------------------------------------------------------
Bloomberg News reports that Lehman Brothers International Europe
sued Dubai Holding Commercial Operations Group LLC, a real estate
and hospitality group owned by the emirate's ruler, over the value
of swap transactions.

Bloomberg, citing court documents, relates that LBIE, which is in
administration in the U.K., filed the lawsuit in London Aug. 9.
The case is "a straightforward financial dispute regarding the
valuation of certain swap transactions entered into between the
parties," LBIE's administrators, PricewaterhouseCoopers LLP, said
in an e-mailed statement.

LBIE's parent, Lehman Brothers Holdings Inc., had more than
900,000 derivative contracts outstanding pre-bankruptcy.

The case is Lehman Brothers International Europe (in
administration) v. Dubai Holding Commercial Operations Group LLC,
case no. HC10C02586, High Court of Justice, Chancery Division
(London).

                       About Lehman Brothers

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

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

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

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

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

              International Operations Collapse

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

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

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


LIBBEY INC: Inks Underwriting Pact with Merrill on Share Sale
-------------------------------------------------------------
Libbey Inc. on August 12, 2010, entered into an underwriting
agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated,
as representative of the underwriters, and Merrill Lynch PCG,
Inc., the selling stockholder, relating to the public offering of
3,826,088 shares of the Company's common stock, par value $0.01
per share, by the selling stockholder at a public offering price
of $10.25 per share. The selling stockholder also granted the
Underwriters a 30-day option to purchase an additional 573,913
shares of the Company's common stock to cover over-allotments, if
any, at the public offering price, less the underwriting discount.

The Underwriting Agreement includes customary representations,
warranties and covenants by the Company and the selling
stockholder. It also provides for customary indemnification by
each of the Company, the selling stockholder and the Underwriters
against certain liabilities and customary contribution provisions
in respect of those liabilities.

The Company will not receive any proceeds from the sale of shares
by the selling stockholder.  The offering is expected to close on
August 18, 2010, subject to customary closing conditions.

Libbey on Monday filed a prospectus supplement related to the
sale.  Libbey shares trade on the NYSE Amex under the symbol
"LBY."  On August 12, 2010, the sale price of the shares as
reported on the NYSE Amex was $10.57 per share.

A full-text copy of the prospectus supplement is available at no
charge at http://ResearchArchives.com/t/s?68fd

A full-text copy of the underwriting agreement is available at no
charge at http://ResearchArchives.com/t/s?68fe

                        About Libbey Inc.

Based in Toledo, Ohio, since 1888, Libbey, Inc., operates glass
tableware manufacturing plants in the United States in Louisiana
and Ohio, as well as in Mexico, China, Portugal and the
Netherlands.  Libbey supplies tabletop products to foodservice,
retail, industrial and business-to-business customers in over 100
countries.

Libbey Inc.'s balance sheet at June 30, 2010, showed
$794.1 million in total assets, $805.8 million total liabilities,
and a stockholder's deficit of $11.6 million.

                           *     *     *

According to the Troubled Company Reporter on Feb. 1, 2010,
Standard & Poor's Ratings Services affirmed its "B" corporate
credit rating on Libbey Inc.  The outlook is stable.

On October 28, 2009, Libbey restructured a portion of its debt
by exchanging the old 16% Senior Subordinated Secured Payment-in-
Kind Notes due December 2011 of subsidiary Libbey Glass Inc.,
having an outstanding principal amount as of October 28, 2009, of
$160.9 million for (i) $80.4 million principal amount of new
Senior Subordinated Secured Payment-in-Kind Notes due 2021 of
Libbey Glass, and (ii) 933,145 shares of common stock and warrants
exercisable for 3,466,856 shares of common stock of Libbey Inc.

On February 8, 2010, Libbey used the proceeds of a $400.0 million
debt offering of 10.0% Senior Secured Notes due 2015 of Libbey
Glass Inc., as well as cash on hand, to (i) repurchase the
$306.0 million then outstanding Floating Rate Senior Secured Notes
due 2011 of Libbey Glass, (ii) repay the $80.4 million New PIK
Notes and (iii) pay related fees and expenses.  Concurrent with
the closing of the offering of the Senior Secured Notes, Libbey
entered into an amended and restated $110 million Asset Based Loan
facility which, among other terms, extended the maturity date to
2014.


LYDIA CLADEK: To Conduct Capex-Led Auction on August 19
-------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
authorized Michael Phelan, the Chapter 11 trustee in the
reorganization case of Lydia Cladek, Inc., to sell the automobile
loans less than 180 days past due in an auction led by Capex
Acquisitions LLC Series 2010-A 10 and its successors and assigns.

The auction for the assets is scheduled for August 19, 2010, at
1:30 p.m., prevailing Eastern Time.  The bid deadline was due
August 11.

The Court will consider the sale of the assets to Capex
Acquisitions or to the winning bidder at a hearing on August 19,
after the conclusion of the auction.  The hearing will be held at
the uniter Courthouse, Room 4A, 300 North Hogan Street,
Jacksonville, Florida.

The Court also approved the payment of the break-up fee equal to
the lesser of (i) $50,000, or (ii) 3% of the purchase price.  In
the event of any competing bids for the assets, resulting in Capex
Acquisitions not being the successful Buyer, it will receive a
breakup fee to be paid at the time of the closing of the sale with
the third party buyer.

                     About Lydia Cladek, Inc.

St. Augustine, Florida-based Lydia Cladek, Inc., filed for Chapter
11 bankruptcy protection on April 5, 2010 (Bankr. M.D. Fla. Case
No. 10-02805).  Lawrence Lilly, Esq., who has an office in St.
Augustine, Florida, assists the Debtor in its restructuring
effort.  The Debtor disclosed $0 assets and $50,096,498 in total
liabilities.


MAGNA ENTERTAINMENT: Lone Star Park Sale Closing in September
-------------------------------------------------------------
Magna Entertainment Corp. said that it expects closing of the sale
of Lone Star Park to occur in September 2010.

On April 30, 2010, the plan of reorganization jointly proposed by
Magna Entertainment Corp and certain of its subsidiaries, MI
Developments Inc., and the Official Committee of Unsecured
Creditors of MEC was confirmed by the Bankruptcy Court and became
effective as of 5:01 p.m. on April 30, 2010.

Accordingly, following the closing of the sale of Lone Star Park,
which is expected to occur in September 2010, MEC intends to apply
to the Canadian securities regulators to cease to be a reporting
issuer under applicable Canadian securities laws.  MEC also
intends to take steps to deregister its common stock and suspend
its reporting obligations under applicable U.S. securities laws.

                   About Magna Entertainment

Based in Aurora, Ontario, Magna Entertainment Corp. is North
America's largest owner and operator of horse racetracks based on
revenue.  The Company develops, owns and operates horse racetracks
and related pari-mutuel wagering operations, including off-track
betting facilities.  MEC also develops, owns and operates casinos
in conjunction with its racetracks where permitted by law.

MEC owns and operates AmTote International, Inc., a provider of
totalisator services to the pari-mutuel industry, XpressBet(R), a
national Internet and telephone account wagering system, as well
as MagnaBet(TM) internationally.  Pursuant to joint ventures, MEC
has a 50% interest in HorseRacing TV(R), a 24-hour horse racing
television network, and TrackNet Media Group LLC, a content
management company formed for distribution of the full breadth of
MEC's horse racing content.

Following its failure to meet obligations to lenders led by PNC
Bank, National Association, and Wells Fargo Bank, National
Association, and controlling shareholder MI Developments Inc.'s
decision not to provide further financial backing, Magna
Entertainment Corp. and 24 affiliates filed for Chapter 11 on
March 5, 2009 (Bankr. D. Del. Lead Case No. 09-10720).

Marcia L. Goldstein, Esq., and Brian S. Rosen, Esq., at Weil,
Gotshal & Manges LLP, have been engaged as bankruptcy counsel.
Mark D. Collins, Esq., L. Katherine Good, Esq., and Maris J.
Finnegan, Esq., at Richards, Layton & Finger, P.A., are the
Debtors' local counsel.  Miller Buckfire & Co. LLC is the Debtors'
investment banker and financial advisor.  Kurtzman Carson
Consultants LLC is the claims and noticing agent for the Debtors.

Magna Entertainment Corp. had total assets of $1.054 billion and
total liabilities of $947.3 million based on unaudited
consolidated financial statements as of December 31, 2008.

On April 29, 2010, the Bankruptcy Court confirmed the Second
Modified Third Amended Joint Plan of Magna Entertainment Corp.,
its affiliated Debtors, the official committee of unsecured
creditors, MI Developments Inc., and MI Developments US Financing.
The Debtors emerged from Bankruptcy on April 30, 2010.


MAJESTIC CAPITAL: Joseph Taylor Resigns as Chief Financial Officer
------------------------------------------------------------------
Majestic Capital, Ltd., disclosed in a regulatory filing Wednesday
that on August 5, 2010, Joseph F. Taylor resigned as Chief
Financial Officer of the Company, its subsidiaries and affiliates
effective August 2, 2010.  In connection with his resignation, the
Company entered into a Resignation and Release Agreement with Mr.
Taylor, under which he will be entitled to receive: (a) his
accrued but unused paid time off; (b) severance pay equal to
$60,827; and (c) the continuation of welfare benefits to which he
was entitled under his employment agreement for a period of three
years.

James J. Scardino, the Company's current Chief Executive Officer,
will continue serving as the Company's Chief Financial Officer on
an interim basis.

                   About Majestic Capital, Ltd.

Majestic Capital, Ltd., formerly known as CRM Holdings,
Ltd.(Nasdaq: MAJC) -- http://www.MajesticCapital.com/-- through
its subsidiaries, is a specialty provider of workers' compensation
insurance products.  The Company's workers' compensation insurance
coverage is offered to employers in California, New York, New
Jersey, Arizona, Nevada, and other states.

On May 5, 2010, CRM Holdings, Ltd. held its 2010 Annual General
Meeting of Shareholders, at which the shareholders voted on and
approved changing the name of CRM Holdings, Ltd. to Majestic
Capital, Ltd.  In addition, the name of CRM USA Holdings Inc. was
changed to Majestic USA Capital, Inc.

The Company's balance sheet as of June 30, 2010, showed
$476.9 million in total assets, $424.3 million in total
liabilities, and a stockholders' equity of $52.6 million.

                          *     *     *

The Company says in its latest 10-Q for the second quarter of
2010, that there could be substantial doubt about its ability to
continue as a going concern, unless it is able to obtain
sufficient financing, as to which there can be no assurances.  If
it fails to execute its plan or otherwise resolve the matter, it
would not be able to continue as a going concern and could
potentially be forced to seek relief through a filing under the
U.S. Bankruptcy Code or Bermuda Companies Act.


MAJESTIC CAPITAL: Posts $4.1 Million Net Loss in Q2 Ended June 30
-----------------------------------------------------------------
Majestic Capital, Ltd., filed its quarterly report on Form 10-Q,
reporting a net loss of $4.1 million for the three months ended
June 30, 2010, compared with a net loss of $2.4 million for the
same period of 2009.

For the second quarter of 2010, the Company incurred a net loss
from continuing operations of $3.9 million, compared to a net loss
from continuing operations of $2.1 million for the second quarter
of 2009.

Total revenues in the second quarter of 2010 were $14.5 million,
compared to $26.4 million in the same quarter of the prior year.
Net premiums earned for the second quarter of 2010 decreased 52%
to $10.9 million compared to $22.6 million for the same period in
2009.

The Company's net investment income increased 17% to $3.3 million
for the second quarter 2010 from $2.8 million in 2009 due to
higher net realized gains.

The Company's balance sheet as of June 30, 2010, showed
$476.9 million in total assets, $424.3 million in total
liabilities, and a stockholders' equity of $52.6 million.

"At and for the six months ended June 30, 2010, we had a
consolidated retained deficit of $23.2 million and a loss from
continuing operations before taxes of $11.6 million.  As a result,
management continues to evaluate whether we have the ability to
continue as a going concern.  In its analysis, management analyzes
each subsidiary company to determine whether it has sufficient
assets to meet its obligations as they become due in the
foreseeable future.

"Our insurance subsidiary, Majestic [Majestic Insurance Company],
experienced an operating loss before income taxes of $9.9 million
for the six months ended June 30, 2010, has $250.1 million in cash
and invested assets, $22.1 million in retained earnings, and total
shareholders' equity of $78.3 million.  Our reinsurance
subsidiary, Twin Bridges, had operating income of $800,000 for the
six months ended June 30, 2010, cash and invested assets of
$15.8 million, $18.5 million in additional paid in capital, and
total shareholders' equity of $17.7 million.  Consequently,
management concluded that both Majestic and Twin Bridges had
sufficient liquid assets to meet their obligations as they become
due in the foreseeable future.

"Majestic Capital, Majestic USA and Embarcadero (the "Holding
Companies") generate no revenues and are obligated to pay expenses
related to debt service, public company and other general
corporate overhead expenses.  The Holding Companies rely upon
dividends and/or distributions of capital from their subsidiaries
to meet these obligations.  However, as regulated insurance
companies, Majestic and Twin Bridges, are subject to significant
regulatory restrictions limiting their ability to declare and pay
dividends and/or distribute capital.

"In addition, our fee-based subsidiary CRM CA has had declining
cash flows due to the closure of and decline in premiums under
management of the self-insured groups it manages.  CRM NY and
Eimar have no operating cash inflows or outflow as they are
classified as discontinued operations, but continue to have legal
defense and contractual obligation payments.

While management has concluded that the Holding Companies as well
as the operating companies and discontinued operations will have
sufficient cash to meet their obligations as they become due in
the foreseeable future, it cautions that actual results of one or
more its significant judgments or estimates concerning the risks
and uncertainties affecting the Company could prove to be
materially incorrect.

"As a result of any of the foregoing, there could be substantial
doubt about our ability to continue as a going concern, unless we
are able to obtain sufficient financing, as to which there can be
no assurances.  If we fail to execute our plan or otherwise
resolve the matter, we would not be able to continue as a going
concern and could potentially be forced to seek relief through a
filing under the U.S. Bankruptcy Code or Bermuda Companies Act."

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

               http://researcharchives.com/t/s?68f1

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

               http://researcharchives.com/t/s?68f2

                   About Majestic Capital, Ltd.

Majestic Capital, Ltd., formerly known as CRM Holdings,
Ltd.(Nasdaq: MAJC) -- http://www.MajesticCapital.com/-- through
its subsidiaries, is a specialty provider of workers' compensation
insurance products.  The Company's workers' compensation insurance
coverage is offered to employers in California, New York, New
Jersey, Arizona, Nevada, and other states.

On May 5, 2010, CRM Holdings, Ltd. held its 2010 Annual General
Meeting of Shareholders, at which the shareholders voted on and
approved changing the name of CRM Holdings, Ltd. to Majestic
Capital, Ltd.  In addition, the name of CRM USA Holdings Inc. was
changed to Majestic USA Capital, Inc.


MARC BARNES: Sale of Love Nightclub to Smothers Delayed
-------------------------------------------------------
Jacqueline Palank at Dow Jones Daily Bankruptcy Review reports
that the sale of Love Nightclub in Washington, D.C., has hit a
snag after the District's Alcoholic Beverage Control Board last
week blocked the transfer of the club's liquor license to its
proposed buyer.

Dean Smothers offered $7.3 million for Love Nightclub.  But Mr.
Smothers, who owns his own club near Love, hasn't yet won approval
from the Board.

The Washington City Paper reports that at a meeting last
Wednesday, the board called out Mr. Smothers' club, The Scene, for
appearing in front of the board at least four times since its
opening more than a year ago.  The board also pointed to a letter
from the District's taxing authorities, which opposed the sale on
the grounds that The Scene isn't in compliance with the city's tax
laws.  Mr. Smothers said he thought that had to do with $4,000 in
tax delinquencies leftover from the club's opening, but he's not
sure.

Mr. Smothers pledged to resolve the tax issue soon, and the board
agreed to consider transferring the license once he does so.

As reported by the Troubled Company Reporter on August 3, 2010,
Marc S. Barnes and his Love and the Park at 14th filed Chapter 11
petitions (Bankr. D. D.C. Case No. 10-00743) on July 26, 2010, to
ward off their creditors and ensure the pending sale of Love, a
four-story mega club, goes off without a hitch.

Judge S. Martin Teel, Jr. presides over the case.  Kim Yvette
Johnson, Esq., in Laurel, Maryland, serves as bankruptcy counsel.

In its Chapter 11 petition, Park said it has up to $50,000 in
assets and between $1 million and $10 million in debts.  Both Mr.
Barnes and Love estimated $1 million to $10 million in assets and
debts.


MARK MCKISSACK: Case Summary & 6 Largest Unsecured Creditors
------------------------------------------------------------
Joint Debtors: Mark E. McKissack
               Melody R. McKissack
               107 Marston Road
               Leoma, TN 38468

Bankruptcy Case No.: 10-08488

Chapter 11 Petition Date: August 11, 2010

Court: United States Bankruptcy Court
       Middle District of Tennessee (Columbia)

Judge: George C. Paine II

Debtor's Counsel: Paul E. Jennings, Esq.
                  PAUL E. JENNINGS LAW OFFICES, P.C.
                  805 South Church Street, Suite 3
                  Murfreesboro, TN 37130
                  Tel: (615) 895-7200
                  Fax: (615) 895-7294
                  E-mail: paulejennings@bellsouth.net

Estimated Assets: $0 to $50,000

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

A list of the Joint Debtors' six largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/tnmb10-08488.pdf


MASTER WATERPROOFERS: Case Summary & 20 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Master Waterproofers, Inc.
        16 S. Ketcham Avenue
        Amityville, NY 11701-3520

Bankruptcy Case No.: 10-76318

Chapter 11 Petition Date: August 11, 2010

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

Judge: Alan S. Trust

Debtor's Counsel: Kevin J. Nash, Esq.
                  GOLDBERG WEPRIN FINKEL GOLDSTEIN LLP
                  1501 Broadway, 22nd Floor
                  New York, NY 10036
                  Tel: (212) 301-6944
                  Fax: (212) 422-6836
                  E-mail: KJNash@finkgold.com

Scheduled Assets: $1,078,784

Scheduled Debts: $2,633,864

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/nyeb10-76318.pdf

The petition was signed by William P. Bechtold, Jr., president.


MIDDLEBROOK PHARMA: Governmental Claims Bar Date on Oct. 31
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware established
October 31, 2010, at 5:00 p.m., Pacific Time, as the deadline for
governmental units to file proofs of claim against MiddleBrook
Pharmaceuticals, Inc.

The Court also set 5:00 p.m. on the 45th day after the service of
the bar date notice as the last day for any individual or entity
to file proofs of claim against the Debtor.

Proofs of claim may be filed by first class mail, messenger or
overnight courier to:

     Middlebrook Claims Processing Center
     c/o Kurtzman Carson Consultants LLC
     2335 Alaska Ave.
     El Segundo, CA 90245

                 About MiddleBrook Pharmaceuticals

Westlake, Texas-based Middlebrook Pharmaceuticals, Inc., aka
Advancis Pharmaceuticals Corporation, is a pharmaceutical company
focused on commercializing anti-infective products that fulfill
unmet medical needs.  MiddleBrook's proprietary delivery
technology, PULSYS, enables the pulsatile delivery, or delivery in
rapid bursts, of certain drugs.  MiddleBrook currently markets
MOXATAG, the first and only FDA-approved once-daily amoxicillin,
and KEFLEX, the immediate-release brand of cephalexin.

The Company filed for Chapter 11 bankruptcy protection on
April 30, 2010 (Bankr. D. Del. Case No. 10-11485).  Joel A. Waite,
Esq., at Young, Conaway, Stargatt & Taylor, assists the Debtor in
its restructuring effort.  Gleacher & Company acted as exclusive
Financial Advisor to MiddleBrook in connection with the
restructuring and sale process.  The Company estimated its assets
and debts at $10 million to $50 million.


MIDWEST BANC: Unable to File Form 10-Q Due to Bank Closure
----------------------------------------------------------
In a Form 12b-25 filing dated August 11, 2010, Midwest Banc
Holdings, Inc., discloses that it has determined that it is unable
to timely file its quarterly report on Form 10-Q for the quarter
ending June 30, 2010, and that it expects that it will not be able
to file the Form 10-Q within the five-day extension permitted by
the rules of the U.S. Securities and Exchange Commission.

The closure of its wholly-owned subsidiary, Midwest Bank and Trust
Company, has had a significant adverse affect on the Company's
liquidity, capital resources and financial condition and, as a
result, there is substantial doubt about the Company's ability to
continue as a going concern.

Since the closure of the Bank, the Company has been working
diligently with its financial and professional advisers to
consider its future options.  The Company says that the closure of
the Bank and the acquisition of most of the Bank's assets
liabilities by First MeritBank, N.A. have prevented the Company
from finalizing its financial statements on time to file the Form
10-Q within the prescribed time period without unreasonable effort
and expense.

                        About Midwest Banc

Midwest Banc Holdings, Inc. is a non-operating holding company,
whose principal asset and source of income was its investment in
Midwest Bank and Trust Company, an Illinois chartered bank.  On
May 14, 2010, Midwest Bank and Trust Company was closed by the
Illinois Department of Financial and Professional Regulation,
Division of Banking, and the Federal Deposit Insurance Corporation
(the "FDIC") was appointed as receiver of the Bank.  On the same
date, the FDIC facilitated the acquisition of most of the assets
and liabilities of the Bank by First MeritBank, N.A.

The Company's balance sheet as of March 31, 2010, showed
$3.182 billion in total assets and $3.232 billion in total
liabilities, and a stockholders' deficit of $49.5 million.

                          *     *     *

As reported in the Troubled Company Reporter on April 6, 2010,
PricewaterhouseCoopers LLP, in Chicago, expressed substantial
doubt about the Company's ability to continue as a going concern,
following its results for 2009.  The independent auditors noted
that the Company has experienced significant net losses during
2008 and 2009, is undercapitalized at December 31, 2009, does not
have sufficient liquidity to meet the potential demand for all
amounts due under certain lending arrangements with its primary
lender upon expiration of a related forbearance agreement that
expires on March 31, 2010, and its ability to raise sufficient new
equity capital in a timely manner is uncertain.


MONTGOMERY HOSPITALITY: Case Summary & 27 Largest Unsec Creditors
-----------------------------------------------------------------
Debtor: Montgomery Hospitality, LLC
        2060 Eastern Blvd.
        Montgomery, AL 36117

Bankruptcy Case No.: 10-32128

Chapter 11 Petition Date: August 11, 2010

Court: United States Bankruptcy Court
       Middle District of Alabama (Montgomery)

Judge: William R. Sawyer

Debtor's Counsel: Michael E. Bybee, Esq.
                  LAW OFFICE OF MICHAEL E. BYBEE
                  2107 5th Avenue, No., Suite 200
                  Birmingham, AL 35203
                  Tel: (205) 252-1622
                  Fax: (205) 252-2888
                  E-mail: mbybee1@bellsouth.net

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

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

A list of the Company's 27 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/almb10-32128.pdf

The petition was signed by Gordon Patel, operating manager.


MPG OFFICE: Selling More Non-Core Assets This Year
--------------------------------------------------
MPG Office Trust Inc. disclosed that it is actively marketing
several non-core assets for the remainder of 2010 and beyond.  MPG
Office said some of those assets may be disposed of at or below
the debt and a few that may potentially generate net proceeds
within the next several years.

In 2009, MPG disposed of 3.2 million square feet of office space,
resulting in the elimination of $600 million of mortgage debt, the
elimination of various related recourse obligations to its
Operating Partnership (including repayment guaranties, master
leases and debt service guaranties) and the generation of $42.7
million in net proceeds (after the repayment of debt) in
unrestricted cash to be used for general corporate purposes.

During 2010, MPG closed these transactions:

     -- In March 2010, MPG disposed of Griffin Towers located in
Santa Ana, California.  MPG received proceeds of $89.4 million,
net of transactions costs, which were combined with $6.5 million
of restricted cash reserves released to MPG by the lender to
partially repay the $125.0 million mortgage loan secured by this
property.  MPG was relieved of the obligation to pay the remaining
$49.1 million due under the mortgage and senior mezzanine loans by
the lender.

     -- In March 2010, MPG disposed of 2385 Northside Drive
located in San Diego, California.  MPG received proceeds of $17.7
million, net of transaction costs, which were used to repay the
balance outstanding under the construction loan secured by this
property.  The Operating Partnership has no further obligation
with respect to the construction loan.

     -- In May 2010, MPG completed a deed-in-lieu of foreclosure
with the lender to dispose of 17885 Von Karman located in Irvine,
California.  Prior to the deed-in-lieu of foreclosure, MPG made a
$1.9 million paydown on the construction loan and funded an
additional $1.1 million to facilitate the disposition of this
property.  As a result of the deed-in-lieu of foreclosure, MPG was
relieved of the obligation to pay the remaining $24.5 million
balance due on the construction loan.  Its Operating Partnership
has no further obligation with respect to the construction loan.

     -- In June 2010, MPG disposed of Mission City Corporate
Center located in San Diego, California.  The $52.0 million
mortgage loan related to this property was assumed by the buyer
upon disposition.

Also as part of MPG's strategic disposition program, certain of
its special purpose property-owning subsidiaries were in default
as of June 30, 2010 under six CMBS mortgages totaling $900 million
secured by six separate office properties totaling 2.5 million
square feet (Stadium Towers Plaza, Park Place II, 2600 Michelson,
Pacific Arts Plaza, 550 South Hope and 500 Orange Tower).  As a
result of the defaults under these mortgage loans, the special
servicers have required that tenant rental payments be deposited
in restricted lockbox accounts.  As such, MPG does not have direct
access to these rental payments, and the disbursement of cash from
these restricted lockbox accounts to MPG is at the discretion of
the special servicers.  There are several potential outcomes on
each of the Properties in Default, including foreclosure, a deed-
in-lieu of foreclosure or a cooperative short sale.  MPG is in
various stages of negotiations with the special servicers on each
of these six assets, with the goal of reaching a cooperative
resolution for each asset quickly.  MPG remains the title holder
on each of these assets as of June 30, 2010.  On July 9, 2010, MPG
disposed of Park Place II.

MPG noted that with respect to recent dispositions, the marketing
process has often been lengthier than anticipated and projecting
sale prices has proved to be difficult.  This trend may continue
or worsen.

"We also have a limited number of assets remaining that we could
potentially sell in the near term to generate net proceeds. We may
be unable to complete the disposition of identified properties in
the near term or at all, which could significantly impact our
liquidity situation," MPG said.

                      About MPG Office Trust

MPG Office Trust Inc. is a self-administered and self-managed real
estate investment trust.  It is the largest owner and operator of
Class A office properties in the Los Angeles Central Business
District and are primarily focused on owning and operating high-
quality office properties in the high-barrier-to-entry Southern
California market.

The Company's balance sheet at June 30, 2010, showed $3.37 billion
in total assets, $4.26 billion in total liabilities, and
a $778.95 million stockholders' deficit.


NEC HOLDINGS: Has Deal with Getzler for Restructuring Services
--------------------------------------------------------------
Carla Main at Bloomberg News reports that NEC Holdings Corp. is
asking the Bankruptcy Court to approve an agreement with Getzler
Henrich & Associates LLC., a management consulting firm.

According to the report, under the agreement, Getzler Henrich
would provide William H. Henrich and Mark Samson to serve as
co-chief restructuring officers and temporary staff for the debtor
and its affiliates.  Getzler Henrich has experience in providing
"restructuring services," the Debtor said in court papers.

A hearing is scheduled on the request for Aug. 23.  Objections are
due Aug. 16.

                        About NEC Holdings

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

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

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


NEWARK GROUP: Emerges from Chapter 11 After 51 Days
---------------------------------------------------
The Newark Group, Inc. has emerged from chapter 11 bankruptcy and
completed a successful reorganization.  The plan of reorganization
was approved by the U.S. Bankruptcy court in Newark, New Jersey
just 51 days after commencement of the case.

As the final step in its reorganization, the Company today closed
on its two exit loans.  The first exit loan is a $70 million
revolver arranged by Wells Fargo Capital Finance; the second is a
$110 million term loan led by ORIX Finance. Together these
facilities provide the Company with approximately $25 million of
undrawn liquidity.

"We are pleased to have the continued support of our lenders and
stakeholders as we have completed the steps necessary to
strengthen our balance sheet so we are poised for sustainable
growth," said Robert Mullen, President and Chief Executive Officer
of The Newark Group, Inc.  "Throughout this process, we have
maintained our focus on our customers and we remain the same
company with no change in facilities or capacities. We emerge from
chapter 11 a well capitalized private company with a much improved
operating profile."

                     About Newark Group

Cranford, New Jersey-based The Newark Group, Inc., manufactures
and sells recycled paperboard and paperboard products.  The
company operates in three segments: Paperboard, Converted Products
and International.

The Company, along with affiliates, filed for Chapter 11
bankruptcy protection on June 9, 2010 (Bankr. D. N.J. Case No.
10-27694).  Kenneth Rosen, Esq., at Lowenstein Sandler, assists
the Company in its restructuring effort.

Jefferies & Company is the Company's investment banker.
AlixPartners LLP is the Company's restructuring financial
advisors.  Deloitte & Touche LLP is the Company's accounting
Advisors.  Kurtzman Carson & Consultants LLC is the Company's
claims, balloting & noticing agent.

The Company estimated its assets and debts at $100 million to
$500 million as of the Petition Date.


NRG ENERGY: Moody's Affirms Corporate Family Rating at 'Ba3'
------------------------------------------------------------
Moody's Investors Service affirmed the ratings of NRG Energy,
Inc., and changed the rating outlook to negative from stable.
Ratings affirmed include the company's Corporate Family Rating and
Probability of Default Rating at Ba3, its senior secured rating at
Baa3, its B1 senior unsecured debt rating, and its speculative
grade liquidity rating at SGL-1.

The change in rating outlook to negative from stable reflects the
company's aggressive acquisition and growth strategy exemplified
by the announcement to acquire 5,163 megawatts of generation
assets for nearly $1.9 billion in two separate transactions: the
acquisition of 3,884 MW of Dynegy Inc.'s assets in California and
Maine from an affiliate of The Blackstone Group L.P. for
approximately $1.36 billion and the acquisition of the Cottonwood
Generating Station, a 1,279 MW natural gas-fueled plant from
Kelson Limited Partnership for $525 million.  These acquisitions,
which follow three smaller acquisitions completed during June
2010, come at a time when the company's future margins are likely
to be compressed relative to recent historical results and the
company is in the early stage of a multi-year, multi-faceted
project development strategy that includes, among other projects,
the construction of South Texas Project 3&4, a 2,700 MW nuclear
power project.  While Moody's believe that NRG remains fully
committed to developing STP 3&4, the rating action does not take
into consideration this potential development due to the current
conditional nature of this investment given Moody's understanding
that the company will withdraw from the project if certain
conditions are not satisfied, including receipt of a Department of
Energy loan guarantee.  The change in rating outlook factors in
Moody's belief that NRG's overall balance sheet strength and
related financing flexibility will be reduced once these
transactions are completed as Moody's understand that the company
is likely to utilize at least $1 billion of cash to pay for these
two acquisitions.  Additionally, NRG remains committed to
returning about 3% of the company's market capitalization to
shareholders each year (or approximately $180 million) and given
the year-to-date acquisition activity already announced by the
company, Moody's expect NRG to remain opportunistic and
acquisitive.

NRG's Ba3 CFR reflects the relatively strong historical credit
metrics based upon margins that are underpinned by various
intermediate term hedges or contracts.  Through June 30, 2010,
Moody's calculates the ratio of CFO pre-W/C (cash flow) to debt at
more than 20%, the cash flow coverage of interest expense at more
than 4.0x, and the ratio of free cash flow to debt at 14%.  While
these financial metrics strongly position NRG in the "Ba" rating
category, Moody's anticipates these cash flow credit metrics will
weaken as the existing hedges expire and are replaced with lower
margin arrangements.  In light of the prospects for lower credit
metrics, an already announced ambitious, multi-year capital
investment program, and management's desire to maintain its
ongoing shareholder return policy, Moody's had viewed the
company's robust liquidity position as being a strong balance
sheet cushion given the size and scope of the company's capital
investment program relative to the company's approximate
$6 billion market capitalization.  Completing these two
acquisitions will utilize a material portion of the company's
balance strength for transactions that Moody's consider to be
complimentary but not critical to the NRG's overall strategy.

Notwithstanding the likely reduction in balance sheet cash to fund
a portion of these acquisitions, NRG's speculative grade liquidity
rating remains at SGL-1 reflecting Moody's expectation that NRG
will maintain a very good liquidity profile over the next 4-
quarter period as a result of internal cash flow generation plus
continued access to substantial credit availability, and ample
headroom under the company's covenants.  Total liquidity at
June 30, 2010, was $3.5 billion, including credit facility
availability of approximately $1.4 billion and unrestricted cash
on hand of nearly $2.1 billion.  The company's recent extension of
an $875 million secured revolver and an $800 million LC facility
due August 2015 coupled with the maintenance of a $500 million LC
facility expiring February 2013, provides NRG with amply sized
multi-year credit facilities.  Over the next four quarters,
Moody's calculate NRG to be cash flow positive even with expected
lower cash flow generation, due in part to the company's decision
to materially reduce its capital investment in STP 3&4 to no more
than $1.5 million each month until greater clarity is obtained on
the STP 3&4 development.  Moody's anticipates the company
continuing to remain comfortably in compliance with the covenants
in its bank facilities and has demonstrated an ability to
opportunistically enhance liquidity from non-strategic asset
sales.

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

In light of the negative outlook, limited prospects exist for the
ratings to be upgraded in the near-term.  However, to the extent
that management reduced the size and scope of its growth capital
program, and did not greatly expand shareholder rewards programs,
ratings could stabilize and might increase if free cash flow
generation was applied to debt reduction.

The last rating action on NRG occurred on July 21, 2010, when
Moody's assigned ratings to the company's secured bank facility.

Headquartered in Princeton, NRG owns approximately 24,000 MW of
generating facilities, primarily in Texas and the northeast, south
central and western regions of the US.  NRG also owns generating
facilities in Australia and Germany.


NORTH POINTE: Plan Promises to Fully Pay Unsecured Creditors
------------------------------------------------------------
UCM/TCA - Distribution Center Loan submitted to the U.S.
Bankruptcy Court for the Southern District of Indiana a proposed
Plan of Liquidation and an explanatory Disclosure Statement for
North Pointe Partners One, LLC, et al.

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

The Debtor's sole asset is property with a distribution center on
it in the North Pointe Industrial Park in Hanahan, South Carolina.
The Distribution Center is a 390,180 square feet cross-dock
facility designed for distribution, light manufacturing or
assembly.

According to the Disclosure Statement, the primary purpose of the
Plan is to liquidate the Debtor in order to maximize the return
to creditors.  The Plan provides for payment in full to all
creditors of the Debtor, except for the Plan Proponent, and will
cease operation of the Debtor.  The Plan provides for the payment
of all Unsecured Claims, except for the Plan Proponent's
Deficiency Claim.  Under the Plan, all Equity Interests will be
cancelled upon entry of the final decree and will receive nothing.

Under the Plan, a deed to the Distribution Center will be
delivered to the Plan Proponent or its affiliate in satisfaction
of the Plan Proponent's Secured Claim.  The Plan Proponent will
contribute cash sufficient to pay all Allowed Unsecured Claims in
full.

                       Treatment of Claims

   Type of Claim/Equity Interest         Recovery Under the Plan
   -----------------------------         -----------------------
Class 1-A Secured Claim                           100%
Class 2   Unsecured Claims                        100%
Class 3   Deficiency Claim                   Less than 10%
Class 4   Equity Interests                        None

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

The Plan Proponent is represented by:

     Blank Rome LLP
     Samuel H. Becker, Esq.
     John Lucian, Esq.
     One Logan Suare
     130 North 18th Street
     Philadelphia, PA 19103
     Tel: (215) 569-5500
     Fax: (215) 569-5789

     Benesch , Friedlander, Coplan & Aronoff LLP
     David H. Kleiman, Esq.
     One American Square, Suite 2300
     Indianapolis, IN 46282
     Tel: (317) 632-3232 x151
     Fax: (317) 685-6051

                    About North Pointe Partners

Indianapolis, Indiana-based North Pointe Partners One, LLC, filed
for Chapter 11 protection on May 10, 2010 (Bankr. S.D. Ind. Case
No. 10-06921).  Jeffrey J. Graham, Esq., at Taft Stettinius &
Hollister LLP, is the Debor's restructuring counsel.  The Company
disclosed $15,347,769 in total assets and    $11,728,144 in total
liabilities.

Various affiliates, including Lauth Investment Properties, LLC,
and Brier Creek Medical Associates, LLC, filed for Chapter 11 in
2009.


ODYSSEY PROPERTIES: Asks for Court's Nod to Obtain DIP Financing
----------------------------------------------------------------
Odyssey Properties III, LLC and its debtor-affiliates ask for
authorization from the U.S. Bankruptcy Court for the Middle
District of Florida to obtain postpetition secured financing from
OC DIP, LLC.

The DIP Lender has committed to provide up to $2.9 million.  The
DIP Loan will be a revolving credit facility.

A copy of the summary of terms and conditions of the DIP credit
facility is available for free at:

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

Edward J. Peterson, III, Esq., at Stichter Riedel Blain & Prosser,
P.A., explains that the Debtors need the money to fund their
Chapter 11 case, pay suppliers and other parties.

The DIP Loan and will be comprised of two separate facilities:
Facility A and Facility B.

Facility A will have a principal amount of up to $2.5 million,
with any borrowing to be used solely for administrative costs of
the Debtors and general operational costs in connection with the
Debtors' projects.  Advances under Facility A will be made at any
Debtor's request and funded solely in the DIP Lender's discretion.
Facility A will be an unsecured loan to the applicable Debtors.
The DIP Lender will be granted a superpriority administrative
expense claim for all amounts advanced under Facility A.  The
Facility A Loans will bear interest at 0% per annum.  All Facility
A Loans will be come due and payable one year from the entry by
the Court of the interim borrowing order.

Facility B will have a principal amount of up to $400,000, with
any borrowing to be used solely for the cost of any tenant
improvements constructed at any projects.  Advances under Facility
B will be made at any Debtor's request and funded solely in the
DIP Lender's discretion.  Facility B will be secured by all of the
tenant improvements and the lien granted to the DIP Lender will be
senior to all prepetition and postpetition liens of the Lenders
and all other parties in the assets and property of the Debtors.
the DIP Lender will also be granted a superpriority administrative
expense claim for all amounts advanced under Facility B.  The
Facility B Loans will bear interest at 0% per annum.  With respect
to the funded leases, during the term of Facility B, 50% of all
gross rents collected by all applicable Debtors in connection with
the funded leases will be paid upon receipt by the applicable
Debtors directly to the DIP Lender as partial repayment under
Facility B.  The balance of the Facility B Loans will be due and
payable upon the Facility B maturity date, which will be a year
from the entry by the Court of the interim borrowing order.

Prior to the closing and continuing during the terms of the
Facility A and B Loans, the DIP Lender will be designated as the
manager for each limited liability company Debtor.  OC DIP SUB 1,
LLC, will be designated as the general partner of Walden Woods
III, Ltd.  Other than the existing lawsuits which have been
initiated by certain of the Lenders prior to the Petition Date,
there will not be pending, at any time during the terms of the
Facility A and B Loans, any additional suits in any jurisdiction
against any guarantors in connection with any of the Debtors'
prepetition loans.  The Facility B advances will only be used by
any applicable Debtor for the funding of construction of tenant
improvements in connection with funded leases.

The closing of the DIP Facility will occur promptly upon, but not
later than 14 days after the entry of the initial order of the
Court granting the Debtors' request to obtain DIP Financing.

Wells Fargo Bank, National Association, and Branch Banking And
Trust Company (BB&T) object to the Debtors' request to obtain DIP
Financing.

Wells Fargo claims that the financing motion is not clear with
respect to what portion of the proposed DIP Financing will prime
the interests of Wells Fargo in the projects.  The financing
motion, says Wells Fargo, fails to address what adequate
protection will be received by Wells Fargo to compensate it for
the diminution in value of Wells Fargo's first priority mortgage
lien and claim encumbering the Projects.

BB&T objects to the entry of an Order granting the DIP Motion
because many of the Jointly Administered Debtors, and in
particular, BB&T's Debtors, have not shown a true emergency need
for any DIP Facility at this stage in the cases.  BB&T further
objects to the extraordinary provisions of the DIP Facility as
unreasonable and not in the best interest of the Jointly
Administered Debtors or their creditors.

Wells Fargo is represented by Drew M. Dillworth, Esq. --
ddillworth@stearnsweaver.com -- et a. at Stearns Weaver Miller
Weissler Alhadeff & Sitterson, P.A.

BB&T is represented by W. Glenn Jensen, Esq. -- gjensen@ralaw.com
-- and David J. Lienhart, Esq. -- dlienhart@ralaw.com -- at
Roetzel & Andress.

                       Odyssey Properties

Lakeland, Florida-based Odyssey Properties III, LLC, is engaged in
the business of developing, owning, and operating commercial
properties, including anchored and unanchored retail centers,
office buildings, flex and warehouse space, and self-storage
centers, primarily in central Florida.

Odyssey Properties and certain affiliates filed for Chapter 11
protection on August 2, 2010 (Bankr. M.D. Fla. Case No. 10-18713).
Edward J. Peterson, III, Esq., at Stichter, Riedel, Blain &
Prosser, PA, assists the Debtor in its restructuring effort.  The
Debtor estimated its assets and debts at $10 million to
$50 million as of the Petition Date.


ODYSSEY PROPERTIES: Gets Interim Nod to Use Cash Collateral
-----------------------------------------------------------
Odyssey Properties III, LLC, et al., sought and obtained interim
authorization from the Hon. Catherine Peek McEwen of the U.S.
Bankruptcy Court for the Middle District of Florida to use cash
collateral of $140,000.

Odyssey Properties III owed approximately $29 million to the
holders of the investor notes.  The Debtors also obtained
financing from the Debtors' mortgage lenders, Wells Fargo Bank,
National Association, successor by merger to Wachovia Bank,
National Association, Branch Banking & Trust Company, successor in
interest to Colonial Bank by asset acquisition from the Federal
Deposit Insurance Corporation as Receiver for Colonial Bank
(BB&T), and Flagstar Bank, FSB.  The Lenders and the noteholders
may assert that they have liens on the rents and leases at the
projects and that they therefore have an interest in the Debtors'
cash collateral.

Edward J. Peterson, III, at Stichter Riedel Blain & Prosser, P.A.,
explains that the Debtors need access to the cash collateral to
fund their Chapter 11 case, pay suppliers and other parties.  The
Debtors will use the collateral pursuant to a budget, a copy of
which is available for free at
http://bankrupt.com/misc/ODYSSEY_PROPERTIES_budget.pdf

In exchange for using the cash collateral, the Debtors will grant
the Lenders and Noteholders post-petition replacement liens
against the Debtors' cash collateral to the same extent, validity,
and priority as existed as of the Petition Date.  Use of cash
collateral will be segregated on a project basis, such that cash
collateral generated by a particular project will only be used for
that specific project.  Any cash collateral received from a
project that is not used will remain segregated by the Debtor
owning the project pending further order of the Court.

For the week of August 16, 2010 - August 22, 2010, and for each
week thereafter, the Debtors will provide cash-basis profit and
loss statements (P&Ls) to counsel for each of the Lenders and
counsel to the indenture trustee for the Noteholders by e-mail by
5:00 p.m. (EST) on Friday of the following week.  The first report
will be due August 27, 2010, and this first report will include
weekly P&Ls from the Petition Date through August 22, 2010.

Wells Fargo consents to the limited use of Cash Collateral by the
Wells Fargo Debtors to pay the necessary and reasonable costs and
expenses related to the care, maintenance and preservation of
Project that generated the cash collateral.  Wells Fargo says that
the use of cash collateral for tenant improvements should be
analyzed on a case by case basis once the prospective new lease is
disclosed to Wells Fargo.  Wells Fargo objects to any other use of
cash collateral by the Wells Fargo Debtors because the Wells Fargo
Debtors have not offered nor can they provide adequate protection
of Wells Fargo interest in the cash collateral.

BB&T consents to the limited use of cash collateral by BB&T's
Debtors on an interim basis to the extent necessary to pay
reasonable costs and expenses related to the maintenance and
preservation of the projects, but objects to: (i) the use of cash
collateral generated by the projects to pay any costs or expenses
related to any other project of the Jointly Administered Debtors;
(ii) the use of cash collateral generated by the projects to pay
for the general costs of administering the bankruptcy cases of the
Jointly Administered Debtors; and (iii) the use of Cash Collateral
by BB&T's Debtors without providing adequate protection for the
use.  According to BB&T, the replacement liens offered by BB&T's
Debtors do not constitute adequate protection because BB&T already
has fully perfected, first priority security interests in the
leases, rents, and proceeds of the projects.

Wells Fargo is represented by Drew M. Dillworth, Esq. --
ddillworth@stearnsweaver.com -- et a. at Stearns Weaver Miller
Weissler Alhadeff & Sitterson, P.A.

BB&T is represented by W. Glenn Jensen, Esq. -- gjensen@ralaw.com
-- and David J. Lienhart, Esq. -- dlienhart@ralaw.com -- at
Roetzel & Andress.

The Court has set a final hearing for October 4, 2010, at
9:30 a.m.

                       Odyssey Properties

Lakeland, Florida-based Odyssey Properties III, LLC, is engaged in
the business of developing, owning, and operating commercial
properties, including anchored and unanchored retail centers,
office buildings, flex and warehouse space, and self-storage
centers, primarily in central Florida.

Odyssey Properties and certain affiliates filed for Chapter 11
protection on August 2, 2010 (Bankr. M.D. Fla. Case No. 10-18713).
Edward J. Peterson, III, Esq., at Stichter, Riedel, Blain &
Prosser, PA, assists the Debtor in its restructuring effort.  The
Debtor estimated its assets and debts at $10 million to
$50 million as of the Petition Date.


ONE CALL: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: One Call Systems, Inc.
        115 Evergreen Heights Drive
        Pittsburgh, PA 15229
        Tel: (412) 415-5000

Bankruptcy Case No.: 10-25756

Chapter 11 Petition Date: August 11, 2010

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

Debtor's Counsel: Mark R. Sullivan, Esq.
                  115 Evergreen Heights Drive
                  Pittsburgh, PA 15229-1346
                  Tel: (412) 415-5202
                  Fax: (412) 415-5205
                  E-mail: mark@sullivanservices.com

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

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

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/pawb10-25756.pdf

The petition was signed by Karla C.D. McNamara, owner, director
and sole shareholder.


ORE PHARMACEUTICAL: Posts $956,000 Net Loss in Q2 Ended June 30
---------------------------------------------------------------
Ore Pharmaceutical Holdings Inc. filed its quarterly report on
Form 10-Q, reporting a net loss of $956,000 on zero revenue for
the three months ended June 30, 2010, compared with a net loss of
$2.5 million on $25,000 of revenue for the same period ended
June 30, 2009.

The Company's balance sheet as of June 30, 2010, showed
$4.9 million in total assets, $3.0 million in total liabilities,
and a stockholders' equity of $1.9 million.

As reported in the Troubled Company Reporter on April 6, 2010,
Ernst & Young LLP, in Baltimore, expressed substantial doubt about
the Company's ability to continue as a going concern, following
its 2009 results.  The independent auditors noted that of the
Company's significant losses from operations and uncertainty as to
its ability to obtain additional financing.

In its Form 10-Q for the current quarter, the Company said that
since inception, the Company has incurred, and continues to incur,
significant losses from operations.  There can be no assurance
that the Company will be successful in achieving its objectives of
continuing cash conservation efforts, attracting additional
financing, and resolving the potential lease guarantee obligations
in a manner favorable to the Company.  Furthermore, the Company
anticipates that it will likely not have sufficient resources to
complete the ongoing trial for ORE1001 without further financing.
There is also no assurance, if the Company completes its Phase
Ib/IIa clinical trial of ORE1001, that the results will be
satisfactory or will enable the Company to successfully out-
license ORE1001.  If the Company is not successful in achieving
its objectives, although not currently anticipated, it might be
necessary to substantially reduce or discontinue operations and
liquidate the Company.  These conditions raise substantial doubt
about the Company's ability to continue as a going concern.

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

               http://researcharchives.com/t/s?68e9

Cambridge, Mass.-based Ore Pharmaceutical Holdings Inc. is focused
on developing and monetizing its current portfolio of
pharmaceutical assets, which includes four compounds in-licensed
from major pharmaceutical companies.  Each of these compounds has
been observed to be well-tolerated in human clinical trials to
date.  The Company is evaluating its lead compound, ORE1001, as a
potential treatment for Inflammatory Bowel Disease.


PARKS! AMERICA: Earns $223,700 in Q2 Ended June 27
--------------------------------------------------
Parks! America, Inc., filed its quarterly report on Form 10-Q,
reporting net income of $223,680 on $1.21 million of revenue for
the three months ended June 27, 2010, compared with net income of
$102,571 on $1.22 million of revenue for the three months ended
June 28, 2009.  This year's second quarter profit benefited from
lower operating cost and reduced corporate expenses.

The Company's balance sheet as of June 27, 2010, showed
$6.83 million in total assets, $4.54 million in total liabilities,
and a stockholders' equity of $2.29 million.

Silberstein Ungar, PLLC, in Bingham Farms, Michigan, expressed
substantial doubt about the Company's ability to continue as a
going concern, following its 2009 results.  The independent
auditors noted that the Company has incurred losses from
operations, has negative working capital, and is in need of
additional capital to grow its operations so that it can become
profitable.

In its latest 10-Q, the Company acknowledges that it may continue
to need outside financing to support its internal growth.

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

               http://researcharchives.com/t/s?68f0

Pine Mountain, Ga.-based Parks! America, Inc., through its wholly-
owned subsidiaries, owns and operates two regional theme parks and
are in the business of acquiring, developing and operating local
and regional theme parks and attractions in the United States.
The Company's wholly-owned subsidiaries are Wild Animal, Inc., a
Missouri corporation and Wild Animal Safari, Inc. a Georgia
corporation.  Wild Animal - Georgia owns and operates the Wild
Animal Safari theme park in Pine Mountain, Georgia.  Wild Animal -
Missouri owns and operates the Wild Animal Safari theme park
located in Stafford, Missouri.


PRAIRIE DOG: Case Summary & 4 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Prairie Dog Partners, LLC
        10970 Taylor May Road
        Chagrin Falls, OH 44023

Bankruptcy Case No.: 10-17918

Chapter 11 Petition Date: August 11, 2010

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

Judge: Pat E. Morgenstern-Clarren

Debtor's Counsel: Dennis J. Kaselak, Esq.
                  PETERSEN & IBOLD
                  Village Station
                  401 South Street
                  Chardon, OH 44024
                  Tel: (440) 285-3511
                  Fax: (440) 285-3363
                  E-mail: dkaselak@peteribold.com

Estimated Assets: $0 to $50,000

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

A list of the Company's four largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/ohnb10-17918.pdf

The petition was signed by Kevin Finnerty, president.


PROTEONOMIX INC: Posts $873,900 Net Loss in Q2 Ended June 30
------------------------------------------------------------
Proteonomix, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $873,852 on $37,539 of revenue for the
three months ended June 30, 2010, compared with a net loss of
$218,546 on $25,941 of revenue for the same period of 2009.

The Company's balance sheet as of June 30, 2010, showed
$3.70 million in total assets, $5.69 million in total liabilities,
and a stockholders' deficit of $1.99 million.

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

               http://researcharchives.com/t/s?68ff

The Company has incurred recurring losses of $1.71 million and
$1.76 million for the six months ended June 30, 2010, and 2009,
respectively.  In addition, the Company has a working capital
deficit in the amount of $5.47 million as of June 30, 2010.  The
Company has continued to develop its pre-clinical-stage
therapeutic agents and various treatments utilizing stem cell
treatments while generating revenues and operating its sperm bank
division.

The Company acknowledges in its latest 10-Q that there is no
guarantee that it will be able to raise enough capital or generate
revenues to sustain its operations.  These conditions raise
substantial doubt about the Company's ability to continue as a
going concern for a reasonable period.

                      About Proteonomix Inc.

Proteonomix, Inc. (OTC BB: PROT) -- http://www.proteonomix.com/--
is a biotechnology company focused on developing therapeutics
based upon the use of human cells and their derivatives.


QWEST COMMUNICATIONS: Moody's Raises Corp. Family Rating to 'Ba1'
-----------------------------------------------------------------
Moody's Investors Service has upgraded the corporate family rating
of Qwest Communications International, Inc., to Ba1 from Ba2 based
on the company's success in reducing its financial leverage
through debt repayment and on its solid financial results with
good prospects for additional margin improvement as cost cutting
initiatives and strategic growth programs continue to offset
revenue declines within the company's legacy services.  The
company's ratings remain on review for upgrade, as Qwest's
proposed merger with CenturyLink (rated Baa3) could lead to a
further improvement in Qwest's credit profile.

"Qwest has produced strong results while facing the dual
challenges of a structurally weak industry position and heavy
macro-economic headwinds" said Moody's analyst Dennis Saputo.
"This solid operational performance, combined with a record of
proactive debt reduction has served Qwest well and results in the
positive rating action."

Qwest has reduced debt by 10% since December 31, 2009, and has
communicated plans to continue deleveraging to a year-end 2010
total debt target of under $12 billion.  Management has
consistently stated its commitment to debt reduction over the past
several years.  This culture of conservative capital allocation in
line with management's desire to someday achieve an investment
grade credit profile (a goal which Moody's believe is fully
embraced by Qwest's Board of Directors) coupled with the company's
strict cost discipline (as reflected in its improved margins) are
key factors in the rating action.

Moody's has taken these rating actions:

At Qwest Communications International:

-- $1.035 billion senior secured revolving credit facility
    (undrawn) scheduled to mature in 2013, upgraded to Ba2, LGD5 -
    80%, from Ba3, LGD5 - 75% (based on a guarantee from QSC; also
    secured by a senior lien on the stock of QC)

-- $2.650 billion of senior unsecured notes with various
    maturities through 2018, upgraded to Ba2, LGD5 - 80%, from
    Ba3, LGD5 - 81% (based on a guarantee by QSC)

-- $1.265 billion Convertible Senior note scheduled to mature in
    2025, upgraded to Ba3, LGD6 - 97%, from B1, LGD6 - 91% (not
    guaranteed by QSC)

At Qwest Capital Funding:

-- $1.226 billion of senior unsecured notes with various
    maturities through 2031, upgraded to Ba3, LGD6 - 97%, from B1,
    LGD6 - 91% (based on a guarantee by QCII on a senior unsecured
    basis; not guaranteed by QSC)

At Qwest Corporation:

-- $7.968 billion of senior unsecured notes with various
    maturities upgraded to Baa3, LGD3 - 31%, from Ba1, LGD3 - 30%
    (this debt ranks highest in the capital structure since they
    have first claim on cash flow and assets of Qwest Corp.)

The Ba1 rating is supported by Moody's expectation that Qwest's
leverage will be just over 3x (Debt to EBITDA, Moody's Adjusted)
at year-end 2010 and that it will remain near this level through
2012.  EBITDA margins are anticipated to improve slightly as the
pace of cost reduction naturally slows and cost-cutting
opportunities become more difficult to identify.  Revenues are
likely to continue to decline, although at a slower rate in the
low-single-digit percentage range as Qwest's strategic growth
priorities gain traction.  The company's strategic initiatives of
broadband/FTTN (Fiber-to-the-Node), fiber to the cell tower and
advanced business services, combined with a focus on profitability
in wholesale, are anticipated to offset legacy revenue weakness.
This slower top line decline, coupled with stable margins is
expected to lead to approximately flat EBITDA over the next 2-to-3
years.

Qwest faces a number of serious challenges going forward as a
wireline-only carrier.  The company continues to lose access
lines, pressuring legacy revenue streams.  Competition from the
cable industry remains a threat to Qwest's market share in both
the residential and small-to-medium business segments.  Wireless
substitution continues to be an additional headwind to growth.  In
addition to these structural challenges, macro-economic conditions
are impacting top-line growth.  Although Qwest's service territory
has fared better through the downturn than other regions in the
U.S., economic conditions remain subdued.

Moody's anticipates that Qwest will continue to retire debt upon
maturity (its next maturity is in 2014), except at the operating
company (Qwest Corporation) level.  Moody's also expect the
company to maintain an ample cash balance that leaves considerable
cushion for debt maturities well into the future.  Moody's also
anticipates that Qwest will make no material changes to its
current dividend payout policy or payout ratio and that share
repurchase activity will remain on hold.

In the event that the CenturyLink transaction fails to close, the
rating would likely be confirmed with a stable outlook.

Moody's most recent rating action for Qwest Communications
International was on April 22, 2010 at which time Moody's placed
the ratings of QCII and its subsidiaries under review for upgrade

Qwest, headquartered in Denver, Co., is a RBOC and nationwide
inter-exchange carrier.  It served about 9.4 million access lines
in 14 western states as of June 30, 2010.


RADIO ONE: Extends Exchange Offer Until August 30
-------------------------------------------------
Radio One, Inc. has further extended the expiration time of its
exchange offer for its 8-7/8% Senior Subordinated Notes due 2011
and its 6-3/8% Senior Subordinated Notes due 2013, and the related
consent solicitation, to 5:00 p.m., New York City time, on August
30, 2010.

As of 5:00 p.m., New York City time, on August 13, 2010,
approximately 89.8% of the outstanding Existing Notes had been
validly tendered into the exchange offer and not withdrawn.  At
the previously scheduled expiration time, the conditions necessary
to consummate the exchange offer as set forth in the Company's
Exchange Offer and Consent Solicitation Statement and Offering
Memorandum, dated June 16, 2010, were not satisfied and, as a
result, the Company has determined to further extend the exchange
offer.

The Company is currently in discussions with representatives of
the ad hoc group of holders of a significant portion of its
Existing Notes relating to certain amendments to the terms of the
exchange offer and the related exchange notes, including the
conditions to the exchange offer, and with its lenders under its
existing senior secured credit facility relating to an amendment
thereto.  The Company would need to reach agreements with both
groups in order to proceed with an amended exchange offer.

Except as set forth, the terms of the exchange offer and related
consent solicitation and subscription offer remain the same as set
forth in the Offering Memorandum and the related offering
materials previously distributed to eligible holders.

The offers are only made, and copies of the offering documents
will only be made available, to holders of Existing Notes that
have certified certain matters to the Company, including their
status as a "qualified institutional buyer" within the meaning of
Rule 144A under the Securities Act of 1933, as amended, an
institutional "accredited investor" within the meaning of Rule
501(a)(1), (2), (3), or (7) under the Securities Act or as a "non-
U.S. Person" within the meaning of the Securities Act.  BNY Mellon
Shareowner Services is acting as exchange agent, information agent
and subscription agent and may be contacted at (800) 777-3674 or
(201) 680-6579.

The new securities issued pursuant to the exchange offer have not
been registered under the Securities Act or any state securities
laws. Therefore, the new securities 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 any
applicable state securities laws.

                          About Radio One

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

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

At March 31, 2010, Radio One had total assets of $1,024,984,000
against total liabilities of $779,381,000.

                           *     *     *

As reported by the Troubled Company Reporter on August 4, 2010,
Radio One management and the audit committee of the Company's
Board of Directors concluded that (i) it is necessary to restate
the Company's consolidated financial statements for the years
ended December 31, 2009, 2008 and 2007 and for each quarterly
financial reporting period from January 1, 2009 through March 31,
2010 and, (ii) the Company's consolidated financial statements and
any related reports of Ernst & Young LLP for these periods should
no longer be relied upon.  The restatement is solely the result of
an error of measurement and classification of a noncontrolling
interest in Reach Media, Inc. as presented on the consolidated
balance sheet and on the consolidated statement of changes in
stockholders' equity.  The effects of this error overstated
consolidated stockholders' equity and understated mezzanine equity
at the end of each reporting period by equal amounts. The
adjustment will not affect any previously reported financial
results in the consolidated statements of operations or
consolidated statements of cash flows for the Company, and, hence,
will not affect previously reported net income or earnings per
share.

As reported by the TCR, Wells Fargo Bank on July 15, 2010, agreed
to forbear from exercising certain rights and remedies under its
Senior Credit Facility with Radio One arising as a result of Radio
One's default of the maximum total leverage covenant, the default
of the requirement to provide written notice of such default, and
certain other defaults and events of default caused by the default
of the total leverage covenant.  The Forbearance Agreement was to
expire on 5:00 p.m., Eastern time, on August 13, 2010.

Wells Fargo tapped Loughlin Meghji + Company and Morgan, Lewis &
Bockius LLP in restructuring talks with Radio One, Inc.  Radio One
owes the lenders $355,480,159.99 under the Credit Agreement,
excluding fees, expenses and other amounts.  During the
Forbearance period, Radio One is required to pay interest on the
loan on a monthly basis, with the first payment due July 31.

As reported by the TCR on July 22, 2010, Standard & Poor's Ratings
Services revised the CreditWatch implications on its 'CCC+'
corporate credit rating for Radio One to developing from positive.
"The revised CreditWatch implications reflect delays and
uncertainty in the ultimate outcome of the company's proposal to
refinance its capital structure and acquire a controlling stake in
TV One LLC, an African-American targeted cable TV network,"
explained Standard & Poor's credit analyst Michael Altberg.  "If
the company succeeds in refinancing its capital structure, key
rating considerations for an upgrade will include pro forma
leverage, EBITDA coverage of interest, discretionary cash flow
generation, and the ownership structure of TV One.  S&P could
lower the rating if the company is unable to resolve its financing
needs prior to the end of its forbearance agreement, which expires
Aug. 13, 2010."


RASER TECHNOLOGIES: Posts $62 Million Net Loss in Q2 Ended June 30
------------------------------------------------------------------
Raser Technologies, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $62.0 million on $1.0 million of revenue
for the three months ended June 30, 2010, compared with a net loss
of $3.8 million on $407,241 of revenue for the same period of
2009.

During the three months ended June 30, 2010, the Company
recognized an impairment of its Thermo No. 1 plant totaling
$52.2 million.  The Company did not recognize an impairment of its
long-lived assets during the three months ended June 30, 2009.

The Company's balance sheet as of June 30, 2010, showed
$90.0 million in total assets, $130.6 million in total
liabilities, and a stockholders' deficit of $40.6 million.

"Our independent registered public accounting firm's report on our
financial statements as of December 31, 2009, expressed doubt
about our ability to continue as a going concern.  The report
includes an explanatory paragraph stating that there is
substantial doubt about our ability to continue as a going concern
due to our incurring significant losses, the use of significant
cash in operations, and the lack of sufficient capital, as of the
date the report was issued, to support our business plan through
the end of 2010 or later.

The Company acknowledges in its latest Form 10-Q that it is not
currently generating significant revenues, and the Company's cash
and cash equivalents will continue to be depleted by its ongoing
development efforts, as well as its general and administrative
expenses.  Until the Company is in a position to generate
significant revenues, it will need to continue to raise additional
funds to continue operating as a going concern.  In addition, the
Company may encounter difficulties in raising additional funds
because of the deficiency notice that it received from the New
York Stock Exchange on April 27, 2010, and the deficiency notice
that it received from the NYSE on July 30, 2010.

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

               http://researcharchives.com/t/s?68eb

Based in Provo, Utah, Raser Technologies (NYSE: RZ) --
http://www.rasertech.com/-- is an environmental energy technology
company focused on geothermal power development and technology
licensing.  Raser's Power Systems segment develops clean,
renewable geothermal electric power plants with one operating
plant in southern Utah and eight active and early stage projects
in four western United States: Utah, New Mexico, Nevada and
Oregon, as well as a concession for 100,000 acres in Indonesia.
Raser's Transportation and Industrial segment focuses on extended-
range plug-in-hybrid vehicle solutions and using Raser's award-
winning Symetron(TM) technology to improve the torque density and
efficiency of the electric motors and drive systems used in
electric and hybrid-electric vehicle powertrains and industrial
applications.


REDDY ICE: Moody's Downgrades Corporate Family Rating to 'B3'
-------------------------------------------------------------
Moody's Investors Service lowered Reddy Ice Holdings, Inc.'s
(the entity that wholly owns Reddy Ice Corporation) corporate
family and probability-of-default ratings to B3 from B2, and
its $12 million senior discount notes due 2012 to Caa2 from Caa1.
Moody's also lowered the rating on Reddy Ice Corporations'
$300 million first lien senior secured notes due 2015 to B2 from
B1 and the $139 million second lien notes due 2015 to Caa2 from
Caa1.  The ratings outlook remains negative.  The speculative
grade liquidity rating was affirmed at SGL-3.

The ratings downgrade was prompted by Reddy Ice's elevated
financial leverage through the first half of 2010 due to weaker
than expected operating performance and the expectation that
leverage will remain elevated.  The B3 corporate family rating
considers ongoing operational risks related to weather as well as
increasing acquisition activity.

The affirmation of the SGL-3 reflects Moody's view that Reddy Ice
will probably have adequate liquidity over the near-term given
available capacity under its revolving credit facility and a
meaningful cash balance, though offset by the limited cushion
under financial covenants governing the revolving credit facility.

These ratings were downgraded:

Reddy Ice Holdings, Inc.

* Corporate family rating to B3 from B2;

* Probability-of-default rating to B3 from B2;

* $12 million 10.5% senior discount notes due 2012 to Caa2 (LGD6,
  96%) from Caa1 (LGD5, 87%).

Reddy Ice Corporation

* $300 million first lien senior secured notes due 2015 to B2
  (LGD3, 37%) from B1 (LGD3, 36%);

* $139 million second lien senior secured notes due 2015 to Caa2
  (LGD5, 84%) from Caa1 (LGD5, 85%).

This rating was affirmed:

* Speculative Grade Liquidity rating at SGL-3.

The negative outlook continues to reflect Moody's concern over the
company's high financial leverage and weak interest coverage,
particularly within the context of the continued weak macro
environment.  The negative outlook also incorporates continuing
risks to the company from the ongoing antitrust investigation and
related litigation.

The last rating action was on February 19, 2010, when Moody's
assigned a B1 rating to Reddy Ice Corporation's then proposed
$300 million first lien senior secured notes due 2015 and a Caa1
rating to the then proposed second lien senior secured notes.
Moody's also affirmed the B2 corporate family rating and the B2
probability-of-default rating.

Reddy Ice Holdings, Inc., through its wholly-owned subsidiary,
Reddy Ice Corporation, manufactures and distributes packaged ice
products.  Revenues were approximately $310 million for the twelve
months ended June 30, 2010.


REPROS THERAPEUTICS: Has Until Oct. 31 for Bid Price Compliance
---------------------------------------------------------------
Repros Therapeutics Inc. disclosed that Nasdaq has granted the
Company until October 31, 2010 to meet the minimum bid price
requirement of the Nasdaq Capital Market.  Listing Rule 5550(a)(2)
requires the Company to maintain a minimum bid price of $1.00 for
a minimum of ten consecutive trading days.  At the Company's
annual stockholders' meeting held on May 17, 2010, the
stockholders approved a proposal to grant the Company's board of
directors the authority to effect a reverse split of its common
stock within one year of such annual meeting on a basis not to
exceed one share of common stock for up to five shares of common
stock outstanding, if necessary, in the sole discretion of the
Company's board of directors, for purposes of maintaining its
listing on the Nasdaq Capital Market.

In accordance with the decision of the Nasdaq Hearings Panel,
Repros has to meet all of the continued listing requirements of
the Nasdaq Capital Market by October 31, 2010, or its securities
will, in all likelihood, be delisted from The Nasdaq Stock Market
promptly following such date.

                  About Repros Therapeutics

Repros Therapeutics focuses on the development of oral small
molecule drugs for major unmet medical needs that treat male and
female reproductive disorders.


RICHARD POKRESS: Case Summary & 2 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Richard O. Pokress
        12 Piney Glen Court
        Potomac, MD 20854

Bankruptcy Case No.: 10-28317

Chapter 11 Petition Date: August 11, 2010

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

Judge: Wendelin I. Lipp

Debtor's Counsel: Richard B. Rosenblatt, Esq.
                  THE LAW OFFICES OF RICHARD B. ROSENBLATT
                  30 Courthouse Square, Suite 302
                  Rockville, MD 20850
                  Tel: (301) 838-0098
                  E-mail: rrosenblatt@rosenblattlaw.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 two largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/mdb10-28317.pdf


SBARRO INC: S&P Downgrades Corporate Credit Rating to 'CCC-'
------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Melville, N.Y.-based Sbarro Inc. to 'CCC-' from
'CCC+'.  The outlook is negative.

S&P also lowered the ratings on the company's $21.5 million
revolving facility and $183 million first-lien term loan to 'CCC-'
from 'CCC+'.  The '4' recovery rating on these facilities remains
unchanged.  Concurrently, S&P lowered the rating on the company's
$150 million senior unsecured notes to 'CC' from 'CCC-' and kept
the recovery rating of '6' on this debt issue unchanged.

"The ratings on Sbarro reflect S&P's belief that it might have
difficulties complying with the EBITDA covenant under its bank
facility," said Standard & Poor's credit analyst Mariola Borysiak.
At June 27, 2010, Sbarro had only $1.7 million cushion to its
$40 million EBITDA covenant and this covenant steps up at December
2010 to $43 million.  Sbarro would be out of compliance with this
covenant pro forma for this step-up.

Sbarro's operations remained challenged during the second quarter
ended June 27, 2010.  Same-store sales for the company-owned
restaurants decreased 6.2% as a result of continuously weak
consumer spending.

"S&P believes that the sluggish economic recovery, coupled with
increasing commodity costs," added Ms. Borysiak, "will continue to
pressure Sbarro's profitability, which could result in a covenant
violation in the next two to three quarters."


SHADAB NOWAID: Case Summary & 11 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Shadab D. Nowaid
        20627 Tibune Avenue
        Chatsworth, CA 91311

Bankruptcy Case No.: 10-19902

Chapter 11 Petition Date: August 11, 2010

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

Debtor's Counsel: Arthur F. Stockton, Esq.
                  STOCKTON LAW OFFICES
                  8655 E Via De Ventura, Suite G200
                  Scottsdale, AZ 85258
                  Tel: (866) 682-8776
                  Fax: (866) 207-4082
                  E-mail: art@stocktonlawoffices.com

Estimated Assets: $0 to $50,000

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

A list of the Debtor's 11 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/cacb10-19902.pdf


SKANDINAVISKA ENSKILDA: Seeks Court Nod for Closing of Business
---------------------------------------------------------------
Karen Freifeld at Bloomberg News reports that Skandinaviska
Enskilda Banken Corp., a New York-based investment company, is
seeking a court order declaring its business closed, and notifying
creditors and depositors to present their claims for payment.

Bloomberg relates that SEBC, whose capital stock is owned by
Skandinaviska Enskilda Banken AB, a Swedish bank, has been
inactive since Jan. 1, according to a petition filed August 11 in
New York State Supreme Court seeking the order.  SEBC eliminated
its equity repurchase transaction business in 2009, according to
the filing.

According to the report, SEBC sent a letter July 13 to New York
state's Superintendent of Banks regarding the Company's proposed
voluntary liquidation, according to the petition.  The banking
department responded that it had no objection, the Company said.

The case is In the Matter of the Voluntary Liquidation and
Dissolution of Skandinaviska Enskilda Banken Corp., 10110717/2010,
New York state Supreme Court (Manhattan).


SOLO CUP: S&P Puts 'B' Corporate Rating on CreditWatch Negative
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it placed its ratings
on Solo Cup Co., including its 'B' corporate credit rating, on
CreditWatch with negative implications.  These rating actions
follow the company's weaker-than-expected earnings and cash
generation in the second quarter of 2010.

"The CreditWatch listing reflects S&P's concerns about Solo Cup's
liquidity position following the company's weak earnings for the
second quarter of 2010 caused by a limited ability to pass through
higher raw material prices -- namely plastic resins -- and
competitive pricing pressures," said Standard & Poor's credit
analyst Liley Mehta.

In particular, the company's food service packaging volumes
continue to be affected by consumers eating out less frequently
because of subdued economic conditions and high unemployment
rates.  The company is highly leveraged, and credit measures have
weakened further with funds from operations to total adjusted debt
of 4% and total adjusted debt to EBITDA of 7.5x as of June 27,
2010.  S&P adjusts debt to include about $302 million of
capitalized operating leases and tax-effected, unfunded
postretirement obligations.

Besides the earnings disappointment, increased working capital
needs were also a contributing factor to the company's negative
free cash generation of $88 million in the first six months of
2010.  The company is expected to be free cash negative for the
full year 2010, after capital spending of between $50 million to
$60 million in 2010.  In March 2010, Solo acquired InnoWare
Plastic Inc., a manufacturer of take-out containers, for
$24 million in cash, and the transaction was funded with
borrowings under the revolving credit facility maturing in 2013.

S&P expects to resolve the CreditWatch during the next few months
after evaluating the company's operating performance for the third
quarter of 2010, and prospects for earnings, cash flow, liquidity,
and covenant compliance in 2011.


SOTHEBY'S: Moody's Upgrades Senior Unsecured Notes to 'Ba3'
-----------------------------------------------------------
Moody's Investors Service upgraded Sotheby's senior unsecured
notes to Ba3 from B1.  The company's Corporate Family and
Probability of Default ratings were also upgraded, to Ba2 from
Ba3.  The rating outlook is stable.

The upgrade acknowledges the significant improvement in Sotheby's
credit metrics resulting primarily from a rebound in the
international auction market.  The company's debt to EBITDA
improved to 2.5 times for the lagging twelve month period ending
June 30, 2010, from 5.7 times at December 30, 2009.  EBITA to
interest expense improved to 4.2 times from 2.1 times during that
same time period

The Ba2 Corporate Family Rating and stable outlook reflect Moody's
view that Sotheby's will maintain enough liquidity and financial
flexibility at its current rating to weather future cyclical
downturns and the temporary declines in operating performance and
credit metrics that typically accompany these downturns.
Sotheby's Ba2 Corporate Family Rating is also supported by the
company's strong qualitative factors which include its well known
expertise in a highly specialized industry characterized by high
barriers to entry.  Also considered is the company's balanced
financial policy.  Ratings improvement, however, is limited due to
Moody's opinion that Sotheby's performance remains exposed to the
dramatic swings associated with the highly cyclical art auction
market.

Ratings upgraded:

* Corporate Family Rating to Ba2 from Ba3
* Probability of Default Rating to Ba2 from Ba3
* Senior Unsecured Notes to Ba3 (LGD 5, 75%) from B1 (LGD 5, 75%)

Rating affirmed:

* Commercial paper rating at Not Prime

Moody's last rating action for Sotheby's occurred on September 2,
2009, when its Corporate Family Rating was downgraded to Ba3 from
Ba2 and assigned a stable outlook.

Sotheby's ratings were assigned by evaluating factors Moody's
believe are relevant to the credit profile of the issuer, such as
i) the business risk and competitive position of the company
versus others within its industry, ii) the capital structure and
financial risk of the company, iii) the projected performance of
the company over the near to intermediate term, and iv)
management's track record and tolerance for risk.

Sotheby's, headquartered in New York NY, is one of the two largest
auction houses in the world.  Total annual revenues are about
$650 million.


SOUTHERN STAR: Moody's Affirms 'Ba1' Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Southern Star
Central Corporation (Ba1 Corporate Family Rating) and its rated
subsidiary, Southern Star Central Gas Pipeline, Inc. (Baa3 senior
unsecured), and changed their rating outlooks to positive from
stable.

The positive outlook is based on the expectation that the pipeline
will continue its organic growth through incremental projects and
that the stable financial performance of the consolidated entity
will continue.

"Our expectation of financial performance is predicated on the
stability of the pipeline's shipper relationships and the
continuation of the sponsors' credit supportive financial
policies," said Moody's Vice President Mihoko Manabe.

The ratings of SSCC and SSCGP could be upgraded over the next 12
to 18 months based on the consolidated entity maintaining its
financial performance, including FFO interest coverage in the low
three times range and FFO to debt in the mid-teens, and the
sponsors keeping their current financial policies in regards to
SSCC.

The last rating action on SSCC and SSCGP was on September 27,
2006, when Moody's implemented its Loss Given Default methodology.

Southern Star Central Corporation, headquartered in Owensboro,
Kentucky, is an intermediate holding company for Southern Star
Central Gas Pipeline Inc., a natural gas transmission system
spanning over 6,000 miles in the Midwest and Mid-continent regions
of the United States.


SYNTHEMED INC: Posts $1.2 Million Net Loss in Q2 Ended June 30
--------------------------------------------------------------
SyntheMed, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $1.18 million on $90,000 of revenue for
the three months ended June 30, 2010, compared with a net loss of
$600,000 on $134,000 of revenue for the same period of 2009.

The Company's balance sheet as of June 30, 2010, showed
$1.22 million in total assets, $379,000 in total liabilities, and
a stockholders' equity of $842,000.

As reported in the Troubled Company Reporter on March 25, 2010,
Eisner LLP, in New York, expressed substantial doubt about the
Company's ability to continue as a going concern after auditing
the Company's financial statements for the year ended December 31,
2009.  The independent auditors noted that the Company has
experienced recurring net losses, limited revenues and cash
outflows from operating activities and does not have sufficient
cash or working capital to meet anticipated requirements through
2010.

The Company acknowledges in its latest 10-Q that the balance of
existing cash and cash equivalents, together with anticipated
revenue from operations, is not sufficient to fund its planned
operations through September 30, 2010.  As a result, the Company,
with the assistance of an investment banking firm, is pursuing
strategic transactions to generate cash including the sale of its
assets.  Insufficient funds have required the Company to delay,
scale back or eliminate some of its operations including research
and development programs and certain commercialization activities
and will require the Company to license or sell to third parties
certain products or technologies that management would otherwise
seek to commercialize independently.  No assurance can be given
that additional financing through strategic transactions will be
available on acceptable terms or at all.  In the absence of
additional cash infusion, the Company will be unable to continue
as a going concern.

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

               http://researcharchives.com/t/s?6907

Iselin, N.J.-based SyntheMed, Inc., is a biomaterials company
engaged in the development and commercialization of innovative and
cost-effective medical devices for therapeutic applications.  The
Company's products and product candidates, all of which are based
on its proprietary, bioresorbable polymer technology, are
primarily surgical implants designed to prevent or reduce the
formation of adhesions (scar tissue) following a broad range of
surgical procedures.  The Company's lead product, REPEL-CV(R)
Bioresorbable Adhesion Barrier, is a bioresorbable film designed
to be placed over the surface of the heart at the conclusion of
cardiac surgery to reduce the formation of post-operative
adhesions.


TARAZ KOOH: Can Access Sale Proceeds to Complete Fitness Center
---------------------------------------------------------------
Taraz Kooh, LLC, notified the U.S. Bankruptcy Court for the
Northern District of Texas that its prepetition lenders consented
to its continued use of cash collateral until August 31, 2010

As reported in the Troubled Company Reporter on June 4, the Debtor
sold 0.95 acre unimproved lot adjacent to the hotel located at
1540 Municipal Drive, Richardson, Texas to MobileComm Ventures for
$225,000.  As of the petition date, the Debtor is owed to Column
Financial, Inc., $16,503,721 in principal plus accrued interest
and other charges arising under the CMBS loan.   Wells Fargo Bank,
N.A., as trustee for the registered Holders of Credit Suisse First
Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through
Certificates, Series 2008-C1, contends that it is the owner and
holder of the CMBS Note and Deed of Trust.

The Debtor would use the proceeds from sale of real property to
pay the operating expenses of its business and for the completion
of the fitness center which will increase its opportunity to
successfully reorganize.

The Debtor said that the trustee will be adequately protected if
it be allowed to apply the sale proceeds.  In addition to the
adequate protection payments, the Debtor agrees that the trustee
maintains replacement liens and security interests in and upon all
of the properties and assets of the estate, and recoveries under
the Chapter 5 of the Bankruptcy Code.

                          About Taraz Kooh

Richardson, Texas-based Taraz Kooh, LLC, filed for Chapter 11
bankruptcy protection on March 14, 2010 (Bankr. N.D. Texas Case
No. 10-31814).  John Mark Chevallier, Esq., at McGuire, Craddock &
Strother, P.C., assists the Company in its restructuring effort.
The Company estimated its assets and debts at $10 million to
$50 million.


TARRANT COUNTY: Moody's Withdraws 'Ca' Rating on Senior Notes
-------------------------------------------------------------
Moody's Investors Service has withdrawn all of its ratings for
Tarrant County Housing Finance Corporation's Multifamily Housing
Revenue Bonds (Crossroads Apartment Project d/b/a The Brentwood
Apartments) Senior Series 2001A & C.  The rating has been
withdrawn because Moody's lacks adequate information to maintain a
rating.

This rating and outlook have been withdrawn:

  -- Senior Series A rating of Ca withdrawn
  -- Subordinate Series C rating of C withdrawn
  -- Stable outlook withdrawn

The last rating action was on March 29, 2010, when the ratings of
Tarrant County Housing Finance Corporation's Multifamily Housing
Revenue Bonds (Crossroads Apartment Project d/b/a The Brentwood
Apartments) Senior Series 2001A & C were affirmed with a stable
outlook.


TELANETIX INC: June 30 Balance Sheet Upside-Down by $5.9 Million
----------------------------------------------------------------
Telanetix, Inc.'s balance sheet at June 30, 2010, showed total
assets of $27,312,341, total liabilities of $33,184,731, and a
stockholders' deficit of $5,872,390.

The Company's cash balance as of June 30, 2010 was $1,000,000.  At
that time, it had accounts receivable of $1,700,000 and a working
capital deficit of $6,200,000.  However, current liabilities
include certain items that will likely settle without future cash
payments or otherwise not require significant expenditures by the
Company including: beneficial conversion liabilities of
$3,300,000, deferred revenue of $1,200,000 (primarily deferred up
front customer activation fees), deferred rent of $200,000 and
accrued vacation of $500,000.  In addition, current liabilities
include accrued bonuses of $800,000.

For three months ended June 30, the Company reported net income of
$3,363,634 compared with net loss of $7,034,753 for the same
period ended June 2009.

For six months ended June 30, the Company posted net loss of
$2,364,533 compared with a net loss of $9,292,053 for the same
period ended June 2009.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?68c7

                      About Telanetix, Inc.

Telanetix, Inc., is an IP communications company, offering a range
of communications solutions including hosted IP voice and
conferencing products and hosted VoIP solutions to the small-and-
medium business marketplace through its Bellevue, Washington-based
subsidiary, AccessLine Holdings Inc.


TERRACE POINTE: Unsecured Creditors to Recover 15% of Claims
------------------------------------------------------------
Terrace Pointe Apartments I, LLC, submitted to the U.S. Bankruptcy
Court for the Middle District of Florida a proposed Plan of
Reorganization and an explanatory Disclosure Statement.

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

According to the Disclosure Statement, the Plan contemplates the
restructuring of the obligations owed to its primary lender, Bank
of America, N.A., the payment of interest and principal to BOA on
account of its Allowed Secured Claim from income generated by the
project, and the satisfaction of amounts owed to BOA from the
ultimate refinancing or sale of the project.  At or prior the
Maturity Date, the Reorganized Debtors will sell or refinance the
project, and satisfy all remaining outstanding obligations to BOA.
Excess funds will be used to pay Allowed Class 6 Claims. In the
event of a default, or a failure to effectuate a sale prior to the
maturity date of the BOA in an amount sufficient to satisfy the
amounts then due and owing to BOA under the Plan, the Debtors will
transfer title to the Project to BOA in whatever means deemed
acceptable to BOA.

Under the Plan, the Debtors will treat claims as:

   -- Class 2 - BOA will retain its lien against the Project to
      secure its Allowed Class 2 Secured Claim.  Interest will
      accrue on the Secured Claim at the rate of 5-1/2%.

   -- Holders of Class 4 Allowed General Unsecured Claims and
      Class 5 Deficiency Claims will be paid 15% of their Allowed
      Claims, without interest.

   -- Class 6 General Unsecured Claims of Affiliates - will be
      limited to receiving distributions from excess proceeds on
      the maturity date.

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

The Debtors are represented by:

     Scott A. Stichter, Esq.
     Amy Denton Harris, Esq.
     Stichter, Riedel, Blain & Prosser, P.A.
     110 Madison Street - Suite 200
     Tampa, Florida 33602
     Tel: (813) 229-0144
     Fax: (813) 229-1811

                  About Terrace Pointe Apartments

Tampa, Florida-based Terrace Pointe Apartments I, LLC, aka Terrace
Pointe Apartments, filed for Chapter 11 bankruptcy protection on
April 5, 2010 (Bankr. M.D. Fla. Case No. 10-07946).  Amy Denton
Harris, Esq., at Stichter, Riedel, Blain & Prosser, P.A., assists
the Company in its restructuring effort.  The Company estimated
its assets and debts at $10 million to $50 million.

Terrace Pointe Apartments II, LLC, and Terrace Pointe Apartments
III, LLC -- each disclosing assets and debts of up to $50 million
-- and other affiliates also filed for Chapter 11.


TEXAS RANGERS: Teams Unanimously Approve Sale to Ryan Group
-----------------------------------------------------------
The Associated Press reported Wednesday last week that the Major
League Baseball ownership committee and executive council each
unanimously approved at the quarterly owners' meetings the sale of
the Texas Rangers to the group of Hall of Fame pitcher Nolan Ryan,
and Pittsburgh sports attorney and minor-league team owner Charles
Greenberg.

A final vote by all teams was held Thursday, August 12.  The sale
was approved in a unanimous vote by MLB owners.

"It's hard to comprehend that that is behind us because it
dominated our lives so much, in that there were so many twists and
turns during the process," said Ryan, the Hall of Fame pitcher and
Texas icon, according to ESPN Dallas.

"I am very pleased that Chuck, Nolan and their impressive
ownership group have been approved as the new leadership of the
Texas Rangers franchise," commissioner Bud Selig said in a
statement.  "Chuck and Nolan have demonstrated an unwavering
commitment to the Rangers. Their passion for Major League Baseball
as a whole and particularly the future of baseball in Texas is
exemplary.

According to Reuters, among the other members of the winning group
are Ray Davis, a Dallas billionaire and former co-CEO of Energy
Transfer Partners LP, and Bob Simpson, who was chairman of XTO
Energy Inc, which Exxon Mobil Corp bought this year.

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.  The judge's
confirmation order clears the way for the Ryan group to purchase
the Texas Rangers.

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 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

               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.

Martin A. Sosland, Esq., at Weil, Gotshal & Manges LLP, serves as
bankruptcy counsel to the Debtor.  Forshey & Prostok LLP is the
conflicts counsel.  Parella Weinberg Partners LP serves as
financial advisor.

Lenders to the Texas Rangers sought to force the baseball team's
equity owners -- Rangers Equity Holdings, L.P. and Rangers Equity
Holdings GP, LLC -- into bankruptcy court protection (Bankr. N.D.
Tex. Case No. 10-43624 and 10-43625).   The lenders, a group that
includes investment funds Monarch Alternative Capital and
Kingsland Capital Management, filed an involuntary bankruptcy
petition on May 28 against the two companies.  The two companies
were not included in the May 24 Chapter 11 filing of TRBP.


TEXAS RANGERS: Hicks Lenders Want New Owners to Pay for Flights
---------------------------------------------------------------
Eric Morath at Dow Jones Newswire reported last week that lenders
to Texas Rangers' ex-owner Tom Hicks' company argues that if the
Rangers are going to travel deep into the playoffs this fall, the
baseball team's new owners -- a group by Hall of Fame pitcher
Nolan Ryan and attorney Chuck Greenberg -- should pay for the
fights.  Mr. Morath relates that J.P. Morgan Chase & Co., the
agent for the Hicks lenders, says the team's new owners slipped a
provision into the sale agreement that would deduct the cost of
using a Hicks-controlled jet from the amount they would pay for
the team.

The Bankruptcy Court will hold a hearing August 25 on the dispute
unless a settlement is reached.

According to Dow Jones, JPMorgan said in court papers that the
Ryan-Greenberg group "withdrew behind close doors" to cut a deal
that lowers the amount they will ultimately pay for the first-
place team by up to $1.9 million after they submitted the winning
bid in last week's auction.  Decreasing the amount paid for the
team means less cash will flow to Hicks' HSG Sports Group LLC to
repay its loans, the bank said.

According to Dow Jones, the original deal for the Ryan-Greenberg
group to buy the Rangers out of bankruptcy included a stipulation
to reimburse the new owners for the cost of using the plane for
the remainder of the season -- up to and including the World
Series.

Dow Jones relates the Ryan group dropped that provision from its
offer as it engaged in a bidding war for the Rangers with Dallas
Mavericks owner Mark Cuban, but the lenders say Ryan's group
convinced the team's chief restructuring officer to put the
airplane deduction back into the deal after the auction was over.

Ryan and Greenberg ultimately paid $593 million to acquire the
Rangers -- nearly $100 million more than their initial offer.
Major League Baseball approved the team's sale Thursday.

               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.

Martin A. Sosland, Esq., at Weil, Gotshal & Manges LLP, serves as
bankruptcy counsel to the Debtor.  Forshey & Prostok LLP is the
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.


THERMADYNE HOLDINGS: S&P Gives Positive Outlook, Keeps 'B-' Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services said it has revised its outlook
on Thermadyne Holdings Corp. to positive from stable and affirmed
the corporate credit rating at 'B-'.  At the same time, S&P raised
the issue rating on the senior subordinated notes to 'CCC+' from
'CCC' and revised the recovery rating to '5' from '6' as a result
of the full repayment and retirement of the company's second-lien
debt.

"Better business conditions have contributed to more rapid
improvement in operations than S&P previously forecast," said
Standard & Poor's credit analyst John Sico.  The weakness in end
markets has rebounded following first-quarter 2010 operating
results, which also exceeded the company's expectations.
Production has increased, and Thermadyne may need to fund working
capital for seasonal business needs.  It may also be exposed to
raw material price volatility, specifically for copper, brass, and
steel, which may affect its operating performance.

Thermadyne has implemented steps to improve operating efficiency
and performance.  They include restructuring and reducing other
operational and administrative costs, revamping its sales
organization, expanding the product offering globally, moving some
manufacturing to lower-cost countries, improving supply chain
management, and standardizing information systems.  The company
has also completed a series of small sales of poorly performing
operations.

With sales and EBITDA rebounding, operations have improved, and
trailing-12-month leverage has improved as well.  As of June 30,
2010, lease-adjusted total debt to EBITDA was 5.4x.  S&P expects
the operational improvements to be a key driver for improved
leverage.  The company is managing working capital and capital
expenditures, and S&P also expect free cash flow to be positive.
S&P believes Thermadyne will use excess cash flow to continue
paying down debt.

Thermadyne has an effective shelf registration statement for
equity securities, along with its financial sponsors for the
possible sale of 1.5 million and 4.5 million shares, respectively.
S&P expects Thermadyne's primary share proceeds to be small, if
any, and S&P believes the company would use them for some debt
repayment.  Financial sponsors hold about one-third of the
company's shares.  If sponsors sold these shares, this could cause
a change of control under Thermadyne's bond indenture and credit
facilities.

The ratings on Thermadyne reflect the company's weak but improving
cash flow protection, highly leveraged financial profile, and
limited financial flexibility.  S&P considers Thermadyne's
business risk profile to be weak because of its relative position
in the large, fragmented, intensely competitive, and cyclical
global welding-equipment industry.

The outlook is positive.  S&P could raise the ratings one notch if
the company can sustain improvement in its performance.  Even
under moderating end-market conditions, S&P expects the company's
credit measures to improve.  Thermadyne has demonstrated improved
cash flow through the past year and improved its credit measures,
and S&P expects Thermadyne to generate positive free cash flow.
The ratings do not reflect any consideration for significant
acquisitions.

S&P could lower the ratings if the current market conditions wane
and free cash flow dissipates, resulting in weaker liquidity than
S&P currently expects and covenant issues.  S&P could also lower
the rating or revise the outlook to negative as a result of a
recapitalization or refinancing that extends total adjusted debt
to EBITDA much beyond 6x.


TOYS "R" US: Unit to Raise $1-Bil. to Refinance Loans
-----------------------------------------------------
Toys "R" Us, Inc. said August 11 that its direct wholly-owned
subsidiary, Toys "R" Us - Delaware, Inc., intends to raise funds
in an aggregate amount of $1 billion by borrowing secured term
loans and offering senior secured notes, subject to market and
other conditions.

Toys-Delaware intends to use the cash proceeds from the offering
of the notes and borrowings of the secured term loan facility to
repay in full all obligations outstanding under its existing
$800 million secured term loan facility and its existing
$181 million senior unsecured credit facility, and to pay related
fees and expenses.  The loans and notes will not be guaranteed by
Toys "R" Us.

Bloomberg reported, citing people familiar with the negotiations,
that the Company was scheduled to meet with lenders on August 12
for the $1 billion of new borrowings.  Bank of America Corp. will
arrange the term loan and bonds backing the transaction, said the
person, who declined to be identified because the terms are
private.

                    Extension of Maturity Date

Toys "R" Us announced August 10 that Toys-Delaware has extended
the maturity date of its Senior Secured Credit Facility to
August 10, 2015 with more favorable pricing and terms.  The
amended facility will increase borrowing capacity to $1.85 billion
from the existing limit of $1.63 billion.

"We are very pleased to have successfully increased and extended
this significant borrowing capacity at favorable terms, providing
the company with longer-term financing and greater flexibility
within its financial structure," said Clay Creasey, Chief
Financial Officer, Toys "R" Us.

The transaction was led by Banc of America Securities LLC, Wells
Fargo Retail Finance LLC, and JPMorgan Securities, Inc., as joint
lead arrangers and joint book-running managers.  Deutsche Bank
Securities, Inc., and Citigroup Global Markets, Inc., also served
as joint book-running managers on the transaction.

The amendment revises certain terms and conditions of the credit
facility to reflect the improved credit quality of Toys "R" Us and
general market conditions.  Drawn pricing will initially be set at
LIBOR plus 2.75% until January 30, 2011; thereafter, it will vary
from LIBOR plus 2.50% to 3.00% based on utilization.  This credit
facility is available within Toys Delaware for general corporate
purposes and the issuances of letters of credit.  The facility is
secured by a first lien on certain company inventory and accounts
receivable, as well as certain Canadian real estate.

                    About Toys "R" Us, Inc.

Toys "R" Us, Inc. is a toy and juvenile products retailer,
offering a differentiated shopping experience through its family
of brands.  It currently sells merchandise in more than 1,560
stores, including 848 Toys "R" Us and Babies "R" Us stores in the
United States, and more than 510 international stores and 200
licensed stores in 33 countries and jurisdictions. In addition, it
exclusively operates the legendary FAO Schwarz brand and sells
extraordinary toys in the brand's flagship store on Fifth Avenue
in New York City.

Toys "R" Us - Delaware, Inc. is a wholly-owned subsidiary of Toys
"R" Us, Inc.  It operates the Toys "R" Us and Babies "R" Us stores
in the United States and Canada, and it owns the intellectual
property of the corporation.

Toys "R" Us was acquired by KKR & Co., Bain Capital LLC and
Vornado Realty Trust in 2005 for $7.5 billion.

Toys "R" Us has a 'B' issuer default rating from Fitch Ratings,
The rating was place on Rating Watch Positive following the May
2010 announcement of the company's plan to pursue an initial
public offering estimated at around $800 million.

Fitch Ratings has assigned 'B-/RR5' ratings to Toys-Delaware's new
secured term loan due 2016 and new senior secured notes due 2016.

Toys "R" Us has a 'B' corporate credit rating from Standard &
Poor's, with the rating on CreditWatch with positive implications.
"Toys has achieved adequate operating performance," said Standard
& Poor's credit analyst Ana Lai, "despite sales pressure due to
sharp execution, merchandising, and cost-control initiatives that
have helped mitigate the effects of negative sales and protected
profitability."  "S&P plans to resolve this CreditWatch listing
when the IPO is completed, with a likely outcome of a one-notch
increase in the rating to 'B+' from 'B'," added Ms. Lai.

Standard & Poor's assigned a 'BB-' issue rating and '1' recovery
rating to Toys-Delaware's proposed secured term loan and secured
notes in an aggregate amount of about $1 billion.


TOYS "R" US: Moody's Upgrades Corporate Family Ratings to 'B1'
--------------------------------------------------------------
Moody's Investors Service upgraded the ratings of Toys "R" Us,
Inc. in response to the continued improvement in operating
performance and credit metrics, and Moody's expectation that the
company can sustain these positive trends.  A B1 rating was also
assigned to the company's proposed $1 billion senior secured
credit facilities, which will be a combination of bank loans and
notes.  All of the company's ratings are on review for possible
upgrade.  Separately, Toys' Speculative Grade Liquidity Rating was
raised to SGL-2 from SGL-3.

"The upgrade of Toys' Corporate Family Rating to B1 from B2
recognizes that despite the soft sales environment, the company
has improved its credit profile through a combination of
disciplined inventory management, effective merchandising, and
expense control," stated Moody's Senior Analyst Charlie O'Shea.
"Management's strategy and strong execution have resulted in
improved operating margins and higher absolute EBITDA.  As a
result, debt/EBITDA remains below 6 times, which was a key
requirement to achieve the B1 Corporate Family Rating."

The assignment of a B1 rating to Toys' proposed $1 billion senior
secured credit facilities -- the same as the company's Corporate
Family rating -- considers the application of Moody's Loss Given
Default methodology and the recognition that there will be
significant amounts of debt above and below these senior secured
facilities in the capital structure.  A significant majority of
the proceeds from the planned offering will be used to repay Toys
"R" Us Delaware, Inc.'s $800 million senior secured term loan due
2012.  The Ba3 rating on the secured term loan will be withdrawn
once the proposed transaction closes.

The upgrade of Toys' Speculative Grade Liquidity rating to SGL-2
from SGL-3 recognizes the positive impact on liquidity resulting
from the recent extension of the company's un-rated $1.85 billion
revolver expiration to 2015 from 2012.

The review for possible upgrade considers that Toy's plan for an
$800 million initial public offering could improve the company's
credit metrics further.  "If Toys' IPO is completed as planned,
with substantially all proceeds applied to debt reduction,
debt/EBITDA could drop below 5 times, a level that could be
sufficient to warrant a one-notch upgrade," continued O'Shea.
"Moody's review will focus on the amount and application of the
proceeds from this potential offering, as well as future operating
trends."

New rating assigned and placed on review for possible upgrade:

Toys "R" Us Delaware, Inc.

* $1 billion senior secured credit facilities at B1 (LGD 3, 42%)

Ratings upgraded and left on review for possible upgrade:

Toys "R" Us, Inc.

* Corporate Family Rating to B1 from B2
* Probability of Default Rating to B1 from B2
* Senior unsecured notes to B3 (LGD 6, 93%) from Caa1 (LGD 6, 93%)

Toys "R" Us Property Company I, LLC

* Senior unsecured notes to B2 (LGD 5, 74%) from B3 (LGD 5, 72%)

Toys "R" Us Delaware, Inc.

* 8.75% debentures due 2021 to B2 (LGD 5, 74%) from B3 (LGD 5,
  72%)

Toys "R" Us Property Company II, LLC

* Senior secured notes to Ba1 (LGD 2, 14%) from Ba2 (LGD 2, 13%)

Rating upgraded, left on review for upgrade, and to be withdrawn
assuming the proposed transaction closes:

Toys "R" Us Delaware, Inc.

* Senior secured term loan due 2012 to Ba3 (LGD 3, 42%) from B1
  (LGD 3, 41%)

Rating upgraded:

Toys "R" Us, Inc.

* Speculative Grade Liquidity Rating to SGL-2 from SGL-3

The last rating action for Toys "R" Us was the May 28, 2010,
placing of all ratings, including the B2 Corporate Family and
Probability of Default Ratings, on review for possible upgrade, as
well as the affirmation of the SGL-3 speculative grade liquidity
rating.

Toys "R" Us, Inc., is a specialty retailer of toys, with annual
revenues of around $11 billion.


TYSON FOODS: Fitch Upgrades Issuer Default Rating to 'BB+'
----------------------------------------------------------
Fitch Ratings has upgraded the Issuer Default Rating and other
debt ratings of Tyson Foods, Inc.:

  -- Long-term IDR to 'BB+' from 'BB';

  -- Asset Based Loan bank facility to 'BBB-' from 'BB+';

  -- Senior unsecured notes due 2011 to 'BB' from 'BB-';

  -- Convertible senior notes due 2013 to 'BB' from 'BB-';

  -- Senior guaranteed unsecured notes due 2014 to 'BB+' from
     'BB';

  -- Senior guaranteed unsecured notes due 2016 to 'BB+' from
     'BB';

  -- Senior unsecured notes due 2018 to 'BB' from 'BB-';

  -- Senior unsecured notes due 2028 to 'BB' from 'BB-'.

The Rating Outlook is Positive.

These rating actions affect approximately $2.7 billion of total
debt, all issued by the parent company, Tyson Foods, Inc., at the
fiscal third quarter ended July 3, 2010.

The ratings upgrade is due to Tyson's considerable debt reduction,
which reflects the company's change towards a more conservative
financial strategy, and significantly better than expected
operating performance over the nine-month period ended July 3,
2010.  These factors have resulted in a marked improvement in
credit statistics, as discussed below.  Fitch views the
maintenance of low debt levels as critical for commodity protein
companies given the magnitude of potential volatility in earnings
and cash flow.  The protein industry has relatively low margins
and is often subject to shocks in product prices caused by
imbalances in supply and demand.  Overproduction when operating
conditions are favorable, consumer fears associated with animal
disease and import restrictions can cause substantial price
destabilization for the industry.

Tyson's ratings incorporate the company's leading U.S. market
positions and the diversification provided by its chicken, beef,
pork and prepared foods businesses.  While Fitch continues to
monitor Tyson's risk management practices; given volatile grain
markets and large historical losses associated with ineffective
grain hedges, Tyson implemented policy changes during fiscal 2009
that attempt to minimize future volatility in earnings and cash
flow.  Tyson purchased option contracts to lock in its corn costs
through the first quarter of fiscal 2011 but has reduced its use
of undesignated financial hedges which cause mark-to-market
volatility in its poultry segment earnings.

The Positive Outlook is driven by Fitch's expectation that Tyson
will continue to reduce debt in the near term, that industry
supply/demand conditions will remain fairly balanced and that feed
costs for the company's chicken segment will be manageable.  While
debt reduction is encouraged by springing maturity features of the
company's ABL agreement, Fitch believes Tyson's desire to improve
its credit profile and management's realization that industry
volatility has increased in recent years will continue to guide
its financial policies.

Credit Statistics:

As mentioned above, Tyson's credit statistics have improved
greatly due to substantial debt reduction and record operating
earnings.  During the latest 12 month period ended July 3, 2010,
leverage -- defined as total debt-to-operating EBITDA -- was 1.4
times versus 4.1x at the fiscal year ended Oct. 3, 2009.
Operating EBITDA-to-gross interest expense was 4.9x, up from 2.7x
at fiscal year end, and FFO (funds from operations) fixed charge
coverage was 3.2x, an increase from 2.1x at fiscal 2009 year end.
Fitch's base case projections reflect leverage remaining near
current levels for fiscal 2010 and fiscal 2011 due to additional
debt reduction and segment operating margins within the company's
stated normalized ranges which are discussed below.

Rating Triggers:

The 'BB+' IDR incorporates Fitch's view that leverage can average
approximately 3.0x over the long term, with periods of low
leverage being offset by potential material increases caused by
unexpected earnings volatility.  However, additional meaningful
reductions in debt and the lack of significant earnings and cash
flow declines could result in future positive rating actions.
Conversely, extremely weak operating performance extending beyond
a 12-18 month period combined with higher debt levels would be
negative for ratings.

Fitch's current projections factor in a minimum of roughly
$300 million of debt reduction, representing the remaining balance
on the 8.25% notes due Oct. 1, 2011, before the end of fiscal
2011.  Absent significant declines in operating earnings and cash
flow, debt reduction exceeding this amount would be positive.
Tyson has stated that it will use current cash on hand and cash
flow from operations for principal payments should conditions for
early conversion of the company's 2013 convertible debt be met.
The 2013 notes may be converted before the close of business on
July 12, 2013 if certain conditions, which are dependent on a
stock price premium or discount relative to the conversion rate,
are met or specific corporate events that result in a fundamental
change in the in business occur.

Debt Reduction:

Since the beginning of fiscal 2010, Tyson has paid off
$923 million of senior notes or 27% of its total $3.5 billion of
reported debt at the fiscal year ended Oct. 3, 2009.  Tyson
retired its $140 million 7.95% Tyson Fresh Meats, Inc. secured
notes due Feb. 1, 2010 and made these open market purchases:
$512 million of its 8.25% notes due Oct. 1, 2011, $218 million of
its 7.85% notes due April 1, 2016, $40 million of its 7% notes due
May 1, 2018, $4 million of its 7% notes due Jan. 15, 2028 and
$9 million 7.125% secured notes due Feb. 1, 2026.  Although the
company incurred $59 million of losses on the notes repurchases,
interest cost is expected to decline $85 million to around
$250 million in fiscal 2011 due to lower debt levels.  Tyson's
total debt is currently at the lowest level since its $4.6 billion
acquisition of IBP in 2001 and, as mentioned earlier, the
company's near-term financial strategy remains focused on debt
reduction.

Industry Fundamentals:

Tyson's operating earnings and cash flow has improved
substantially over the past several quarters.  The company is
benefiting from favorable supply/demand fundamentals across
chicken, beef and pork, which include good product pricing, lower
year-over-year feed costs in its poultry segment and operational
efficiencies across each of its segments.  Fitch believes pricing
and volume dynamics will remain somewhat favorable in the near
term due to tight domestic availability of proteins, gradual
improving foodservice demand, and higher U.S. beef and pork
exports, particularly to Asia.  Russian poultry exports are
expected to remain volatile, but Tyson has done some work
diversifying leg quarter sales to other parts of the world.  In
fiscal 2009, Russia represented 5% of the company's $3.4 billion
of international sales, down from 9% in 2008.  While the risk of
significantly higher poultry production exists, due to improved
operating conditions, the highly competitive nature of the
industry and the short production cycle for chicken, Fitch
believes widespread uncertainty regarding the pace of the global
economic recovery and therefore more tempered increases in demand
could cause producers to be a little cautious, at least in the
near term.  Volatility in feed grain cost is anticipated but, due
to good current crop conditions for corn and soybean and the
absence of a significant increase in demand, Fitch does not expect
a drastic increase in corn costs in the near term.

Recent Operating Performance:

For the nine-month period ended July 3, 2010, operating margins
across each of Tyson's segments are at or above the company's
expected normalized levels, which it raised for beef and pork
earlier this year.  Tyson currently believes that it can generate
5-7% profitability in chicken, 2.5-4.5% in beef, and 4-6% in pork
and prepared foods under normal operating conditions.  While
volatility will occur, Fitch views the stated ranges for segment
level margins as reasonable but believes the lower end of the
range for beef is more realistic given historical margins of
direct competitors.  Tyson continues to demonstrate its ability to
effectively manage spreads in pork and beef processing, despite
rising livestock input costs and is realizing operating
efficiencies related to cost reductions, capacity, yields and
other processing improvements.  Tyson says it has already
generated about $400 million of annualized efficiencies in its
poultry segment, due to multiple low risk projects with expected
modified internal rate of returns in excess of 20%, and that
significant additional efficiencies are yet to be realized.  Fitch
does not expect the total amount to fall to the bottom line, due
to industry factors such as potential downward pressure on product
pricing and higher feed cost, but does anticipate that the
improvements will contribute to the company's profitability over
the long term.  Over the 10-year period prior to the acquisition
of IBP in 2001, Tyson was concentrated in chicken and the
company's consolidated operating margins were higher than they are
currently, ranging from roughly 4% to 9% and averaging about 7%.

Consolidated revenue rose 7.7% due to 5.9% pricing and 1.7% of
volume growth and consolidated operating income increased to
$1.2 billion from $107 for the most recent nine-month period.
Cash flow from operations increased to $1.1 billion from
$684 million last year and free cash flow (FCF is defined as CFO
less capital expenditures and dividends) was $660 million,
relatively flat with the $640 million generated during the same
nine-month period of fiscal 2009 but nonetheless meaningful.
According to Fitch's calculations, which do not incorporate
restatements, Tyson's FCF has averaged nearly $300 million
annually since 2001 but has ranged from a high of $683 million in
2002 to a low of negative $299 million in 2006 due to earnings and
working capital volatility.  While 2010 FCF is likely to be at
record levels, Fitch currently projects that FCF can approximate
$300 million in fiscal 2011 given the assumption of moderately
higher costs and that each of its segments will produce margins
within the normalized range.  Fitch's estimate also reflects
Tyson's higher capital spending for investments in its
international business and to fund projects related to operating
efficiencies.

Liquidity:

On July 3, 2010, Tyson had $1.7 billion of liquidity consisting of
$834 million of cash and $828 million of ABL revolver
availability, based on a borrowing base of $1 billion at period
end and $172 million of outstanding letters of credit.  The ABL
matures on March 9, 2012 or July 3, 2011, if Tyson's 8.25% senior
unsecured notes due Oct. 1, 2011 are still outstanding.  Financial
covenants are limited to a springing fixed charge coverage ratio
of 1.1x if availability falls to below 15% of the total commitment
or $150 million.  While ABL facilities are viewed as appropriate
for highly speculative issuers with volatile cash flow profiles,
given that the borrowing base is more closely tied to the
underlying performance of the company, Fitch believes that
continued deleveraging of Tyson's balance sheet improves the
company's credit profile and places it in a favorable position
when it renegotiates this agreement.

Upcoming Maturities:

Significant upcoming debt maturities at July 3, 2010, included
$327 million of the previously mentioned 8.25% unsecured notes due
Oct. 1, 2011, $458 million of 3.25% convertible notes due Oct. 15,
2013, $810 million of 10.5% notes due March 1, 2014, and
$705 million of 7.85% notes due April 1, 2016.  The 2014 and 2016
senior unsecured notes are guaranteed by Tyson Fresh Meats, Inc.
while the 2014 notes also benefit from an additional guarantee
from substantially all of Tyson's domestic subsidiaries.


UNISYS CORPORATION: Moody's Upgrades Corp. Family Rating to 'B1'
----------------------------------------------------------------
Moody's Investors Service upgraded Unisys Corporation's corporate
family rating and probability of default rating to B1 from B3.
Simultaneously, Moody's upgraded the company's senior secured 1st
lien notes due 2014 to Ba1 from Ba3, senior secured 2nd lien notes
to Ba2 from Ba3, and senior unsecured notes due 2012, 2015 and
2016 to B2 from Caa1.  The outlook remains stable.

The rating upgrade reflects Unisys' improved operating performance
over the last year including solid free cash flow, reduced balance
sheet debt, improved liquidity profile and credit metrics, which
Moody's expects will continue in the near term.  After years of
incurring significant restructuring costs, the company has
positioned itself to generate consistent levels of profits and
cash flow.

The stable outlook reflects Moody's expectation that Unisys'
revenues will be about flat to slightly down over next twelve
months with modest profitability and free cash flow consistent
with recent levels due to prior cost cutting measures and a more
streamlined services portfolio.  The stable outlook also reflects
the company's solid liquidity profile given its sizeable cash
balance of approximately $600 million (including the $101 million
of cash proceeds from the sale of the HIM business) and the
absence of significant debt maturities until 2014.

Unisys has made substantial improvement to better align its cost
structure to match its lower revenue base, such that the company
is able to maintain modest but consistent profitability and free
cash flow.  In addition, the company's credit metrics have
improved as a result of its 2009 debt restructuring which reduced
its funded debt levels.  Current leverage, as measured by debt to
EBITDA (Moody's adjusted for pension liability and operating
leases), is about 3.8x as of June 30, 2010, which is down
considerably from about 6x at December 31, 2008.  Moody's expects
leverage to gradually improve as the company continues its focus
on paying down debt.

The B1 CFR is constrained by the company's modest size relative to
much larger competitors with greater financial resources and more
efficient labor resources (i.e., greater offshore mix), a limited
track record of profitability, and a significant unfunded pension
liability of approximately $1.5 billion.  The company is
considering its options for managing the pension liability given
the recent amendment to the Pension Protection Act enacted on
June 25, 2010.

The B1 rating is also supported by a diversified services
portfolio, which includes a relatively stable Public Sector
portfolio (40%+ of total revenues) and international revenues
which account for more than half of total revenues.

Ratings changed and assessments revised:

* Corporate Family Rating to B1 from B3;

* Probability of Default Rating to B1 from B3;

* $385 million 12.75% Senior Secured 1st Lien Notes due 2014
  ($375 million outstanding) to Ba1 (LGD 1, 8%) from Ba3 (LGD 1,
  4%);

* $246 million 14.25% Senior Secured 2nd Lien Notes due 2015 to
  Ba2 (LGD 2, 20%) from Ba3 (LGD 2, 14%);

* $400 million 8% Senior Unsecured Notes due 2012 ($68 million
  outstanding) to B2 (LGD 4, 67%) from Caa1 (LGD 5, 72%);

* $150 million 8.5% Senior Unsecured Notes due 2015 ($14 million
  outstanding) to B2 (LGD 4, 67%) from Caa1 (LGD 5, 72%);

* $210 million 12.5% Senior Unsecured Notes due 2016 ($151 million
  outstanding) to B2 (LGD 4, 67%) from Caa1 (LGD 5, 72%)

Rating remains unchanged:

* Speculative Grade Liquidity (SGL) rating -- SGL-2

The last rating action was on August 3, 2009, when Moody's
confirmed Unisys Corporation's CFR of B3 and PDR to B3/LD from Ca
following the completion of the private debt exchange.  Moody's
also assigned Ba3 ratings on the 2014 Secured Notes and 2015
Secured Notes.  In addition, Moody's raised the company's
Speculative Grade Liquidity Rating to SGL-2 from SGL-3.

Headquartered in Blue Bell, Pennsylvania, Unisys Corporation, with
revenues of $4.4 billion for the twelve months ended June 30,
2010, provides I/T services and technology hardware to commercial
and governmental clients worldwide.


US ONCOLOGY: June 30 Balance Sheet Upside-Down by $317 Million
--------------------------------------------------------------
US Oncology Holdings, Inc. and US Oncology, Inc. filed with the
Securities and Exchange Commission their Form 10-Q for period
ended June 30, 2010.

Holdings' balance sheet at June 30, showed total assets of
$1,923,765,000, total liabilities of $2,241,373,000, and a
stockholders' deficit of $317,608,000.

US Oncology's balance sheet showed total assets of $1,896,036,000,
total liabilities of $1,707,865,000 and stockholders' equity of
$188,171,000.

During the six months ended June 30, US Oncology generated
$66,100,000 in cash flow from operations compared to
$69,500,000 during the six months ended June 2009.  The decrease
in operating cash flow in 2010 was due to higher payments during
the six months ended June 30, 2010, for obligations under the
Holdings' interest rate swap due to lower LIBOR rates.  In
addition, receivable collections were lower in the first six
months of 2010 as compared to prior year due to a temporary
payment hold in June by CMS as Congress acted to avert a scheduled
reduction in payment for physician services.

The operating cash flow of US Oncology exceeds the operating cash
flow of Holdings by $9,400,000 for the six months ended June 30,
2010.  The difference relates to dividends paid by US Oncology to
Holdings to enable Holdings to service interest obligations
related to its senior floating rate notes and interest rate swap.

For the three months ended June 30, US Oncology, Inc. recorded a
net loss of $1,900,000 compared to a net loss of $7,600,000.  Net
loss for the six months ended June 30, was $2,000,000 compared to
net loss of $6,600,000 for the six months ended June 2009.  Net
loss for the three and six months ended June 30, includes the
impact of correcting two accounting errors which increased income
(loss) before income taxes by $2,500,000.

A full-text copy of the Companys' Form 10-Q is available for free
at http://ResearchArchives.com/t/s?68ca

                         About US Oncology

US Oncology Holdings, Inc., conducts substantially all of its
business through US Oncology, Inc., and its subsidiaries which
provide extensive services and support to its affiliated cancer
care sites nationwide to help expand the offering of the most
advanced treatments, build integrated community-based cancer care
centers, improve therapeutic drug management programs, and
participate in cancer-related clinical research studies.  US
Oncology is affiliated with 1,324 physicians operating in
497 locations, including 99 radiation oncology facilities in
39 states.  US Oncology also provides a broad range of services to
pharmaceutical manufacturers, including product distribution and
informational services such as data reporting and analysis.


VALLEJO, CALIF: MBIA Unit Wants License Fees Used to Pay Debt
-------------------------------------------------------------
Michael B. Marois at Bloomberg News reports that MBIA Inc.'s
municipal-bond insurance unit is asking a bankruptcy court judge
to order the city of Vallejo, California, to make good on promises
to pay investors in case of default by using money from vehicle
registrations.

According to Bloomberg, the MBIA unit, National Public Finance
Guarantee Corp., said in a motion filed with U.S. Bankruptcy Judge
Michael McManus that debtor protection doesn't pre-empt a state
law that requires the use of the license fees to pay off city
debts.  The income derived from the registration payments was used
as a type of secondary pledge to back a $4.8 million bond issue in
1999.

State law "was specifically designed to protect debt holders in
the event a municipal issuer fails to pay for any reason, by using
vehicle-license fees," Kevin Brown, a spokesman for the Armonk,
New York-based insurer, said in an e-mail to Bloomberg.
"National's motion simply asks the court to ensure that investors
receive what was promised when the bonds were issued."

                     About the City of Vallejo

Vallejo on May 23, 2008, filed a petition for protection under the
provisions of chapter 9 of the U. S. Bankruptcy Code.  On June 17,
2008, the City filed a motion to reject its collective bargaining
agreements with each of its four labor groups: Vallejo Police
Officers Association; International Brotherhood of Electrical
Workers; Confidential Administrative, Managerial and Professional
Association, and IAFF.  Prior to the hearing for the consideration
of the rejection of the agreements, the City reached supplemental
agreements with VPOA and CAMP.  On August 27, 2009, the City and
IAFF signed a stipulation that allowed the City to reject the IAFF
agreement that would have run through June 2010.  On September 1,
2009, the Bankruptcy Court granted the City's motion to reject the
IBEW agreement.  The City and IAFF spent 5 days in mediation and
commenced binding arbitration hearings in January 2010.
Additional hearing dates had been scheduled later this month.
During the interim period, the City and IAFF resumed negotiations
and reached an agreement on the terms of a new agreement on
February 18, 2010.


VERTIS HOLDINGS: Removes Cash Component in 2nd Lien Notes Offer
---------------------------------------------------------------
Vertis Holdings, Inc., on Friday announced several important
changes to its comprehensive refinancing of substantially all of
its principal operating subsidiary Vertis, Inc.'s outstanding
secured and unsecured indebtedness.  The purpose of the
Refinancing Transactions is to reduce overall debt and annual
interest costs which would improve Vertis's financial condition.

Holdings also announced the availability of certain important
supplemental materials and the reinstatement of withdrawal rights
for a limited period of time in connection with its principal
operating subsidiary Vertis' previously commenced (i) private
exchange offer, tender offer and consent solicitation relating to
its 13-1/2% Senior Pay-in-Kind Notes due 2014 and (ii) private
exchange offer and consent solicitation relating to its 18-1/2%
Senior Secured Second Lien Notes due 2012.

The supplemental materials contain important updates regarding the
consideration offered in connection with the Offers -- including
the elimination of the cash consideration in the Second Lien Notes
Exchange Offer and a substantial reduction in the cash
consideration offered in the Senior Notes Offer -- the
reinstatement of withdrawal rights in the Offers for a limited
period of time, the revised minimum participation condition in the
Senior Notes Offer and revisions to the Refinancing Transactions.
Such materials also contain important information relating to
Vertis' potential use of an early settlement in connection with
the Offers. In addition, Vertis intends to issue an additional
supplement which will update certain of the financial information
contained in the supplemental materials to include information as
of and for the period ended June 30, 2010.

                Withdrawal Period Moved to Aug. 20

Effective immediately, holders who have tendered their Notes
pursuant to the Offers are being given the opportunity to withdraw
their tendered Notes and revoke their consents until 5:00 p.m.,
New York City time, on August 20, 2010, but not thereafter;
provided, however, that if the Withdrawal Period in the Offers is
not open for at least 48 hours following the announcement by press
release and posting of the additional supplement containing the
June 30, 2010 financial information, then such period shall be
extended so that holders can exercise withdrawal rights for 48
hours following the announcement and posting of such supplement.
Vertis will issue a press release in connection with the posting
of the June 30, 2010 financial information supplement and, if
necessary, such press release will also announce the extension of
the Withdrawal Period. Holders who validly withdraw their Notes
and revoke their consents will not receive the updated
consideration for their Notes in the applicable Offers unless such
Notes are validly re-tendered in the applicable Offers at or prior
to 5:00 p.m., New York City time, on August 31, 2010.

HOLDERS WHO DO NOT VALIDLY WITHDRAW THEIR NOTES PRIOR TO THE
EXPIRATION OF THE WITHDRAWAL PERIOD WILL RECEIVE THE NEW
CONSIDERATION DESCRIBED BELOW AND IN THE SUPPLEMENTAL MATERIALS
UPON CONSUMMATION OF THE OFFERS. HOLDERS ARE ADVISED TO CAREFULLY
REVIEW THE SUPPLEMENTAL MATERIALS.

       Participation Level in Senior Notes Offer Not Enough

As of 5:00 p.m., New York City time, on August 12, 2010,
approximately $204.9 million aggregate principal amount (or
approximately 85%) of the Senior Notes were validly tendered in
the Senior Notes Offer and the related consents thereby delivered,
and not validly withdrawn.

Of the total Senior Notes validly tendered in the Senior Notes
Offer, approximately $161.8 million aggregate principal amount
were tendered for Holdings' common stock and approximately $43.1
million aggregate principal amount were tendered for cash,
representing approximately 67% and 18%, respectively, of the
outstanding principal amount of the Senior Notes.  In addition, as
of 5:00 p.m., New York City time, on August 12, 2010,
approximately $362.4 million aggregate principal amount (or
approximately 95%) of the Existing Second Lien Notes (not
including Existing Second Lien Notes held by Avenue Capital or its
affiliates) were validly tendered in the Second Lien Notes
Exchange Offer and the related consents thereby delivered, and not
validly withdrawn.

Vertis has increased the minimum participation level from 84% to
90% in the Senior Notes Offer (including Senior Notes held by
Avenue Capital or its affiliates).

The current participation level in the Senior Notes Offer is not
sufficient to satisfy the updated minimum participation condition.
The minimum participation level in the Second Lien Notes Exchange
Offer still requires the valid tender of 95% of the Existing
Second Lien Notes (not including Existing Second Lien Notes held
by Avenue). The current participation level in the Second Lien
Notes Exchange Offer is sufficient to satisfy the minimum
participation condition. However, such participation levels are
subject to change, including as a result of the reinstatement of
withdrawal rights. There can be no assurance that Vertis will not
satisfy or waive the minimum participation conditions in the
Offers and consummate the Offers at participation levels that are
less than those required by the minimum participation levels, and
such levels may be materially less than current participation
levels.

Holders of Senior Notes should visit the eligibility Web site
http://www.bondcom.com/vertisPIKor contact the Information and
Exchange Agent at (212) 809-2663 in order to certify their status
as eligible holders of Senior Notes and obtain the offering
documents, as well as the supplemental materials.

Eligible holders of Existing Second Lien Notes should visit the
eligibility Web site http://www.bondcom.com/vertis2ndLienor
contact the Information and Exchange Agent at (212) 809-2663 in
order to certify their status as eligible holders of Existing
Second Lien Notes and obtain the offering documents, as well as
the supplemental materials.  Holders of Senior Notes and/or
Existing Second Lien Notes who have previously certified their
status should visit the applicable website to receive the
supplemental materials or contact the Information and Exchange
Agent at the phone number listed.

The supplemental materials contain certain information about
Holdings and Vertis and the Refinancing Transactions (including
Vertis' intention to enter into an approximately $365 million new
term loan facility and not to enter into a first lien second out
term loan facility) that has not previously been publicly
disclosed. Investors who would like to review this information
should visit the following Web site
http://OfferingMemo.VertisHoldings.com/

                        Senior Notes Offer

Vertis has increased the number of shares of common stock it is
offering in connection with its private exchange offer for the
Senior Notes to 2,022.866 shares for each $1,000 principal amount
of Senior Notes validly tendered, and not validly withdrawn, by
Eligible Senior Noteholders at or prior to the Expiration Time.

Vertis previously offered to exchange 784.377 shares of the Common
Stock for each $1,000 principal amount of Senior Notes validly
tendered, and not validly withdrawn, by Eligible Senior
Noteholders in the Senior Notes Exchange Offer at or prior to the
Expiration Time.

In addition, Vertis is no longer offering the consent fee of $5.00
for each $1,000 principal amount of Senior Notes validly tendered
by Eligible Senior Noteholders in the Senior Notes Exchange Offer.

ELIGIBLE SENIOR NOTEHOLDERS WHO DO NOT VALIDLY WITHDRAW THEIR
PREVIOUSLY TENDERED SENIOR NOTES IN THE SENIOR NOTES EXCHANGE
OFFER PRIOR TO THE EXPIRATION OF THE WITHDRAWAL PERIOD WILL
RECEIVE THE UPDATED AMOUNT OF COMMON STOCK AND WILL NOT RECEIVE A
CONSENT FEE UPON CONSUMMATION OF THE SENIOR NOTES EXCHANGE OFFER.

The Senior Notes Exchange Offer, as amended, is open only (i) in
the United States to holders who are "qualified institutional
buyers" or "accredited investors" as such terms are defined under
the Securities Act of 1933 and (ii) outside the United States to
holders who are persons other than U.S. persons in reliance upon
Regulation S under the Securities Act -- Eligible Senior
Noteholders.

Vertis is now offering in its tender offer for the Senior Notes
$50.00 for each $1,000 principal amount of Senior Notes validly
tendered at or prior to the Expiration Time.  Vertis previously
offered to pay to Eligible Senior Noteholders and all remaining
holders of Senior Notes that are not eligible to participate in
the Senior Notes Exchange Offer --- Non-Eligible Senior
Noteholders -- $400.00 for each $1,000 principal amount of Senior
Notes validly tendered in the Tender Offer at or prior to the
Expiration Time.

HOLDERS OF SENIOR NOTES WHO DO NOT VALIDLY WITHDRAW THEIR
PREVIOUSLY TENDERED SENIOR NOTES IN THE TENDER OFFER PRIOR TO THE
EXPIRATION OF THE WITHDRAWAL PERIOD WILL RECEIVE $50.00, NOT
$400.00, UPON CONSUMMATION OF THE TENDER OFFER.

The cash consideration payable by Vertis pursuant to the Tender
Offer will be funded by the sale of shares of Common Stock to
Avenue Capital in a private placement at the price set forth --
Avenue Stock Purchase.  The table summarizes the updates to the
Senior Notes Offer:

                      For each $1,000 Principal Amount of
                      Senior Notes Tendered:

                      Old Consideration     New Consideration
                      -----------------     -----------------
     Senior Notes
     Exchange Offer        784.377 Shares    2,022.866 Shares

     Tender Offer          $400.00              $50.00

     Consent Fee (1)         $5.00               $0.00

     Avenue Stock
       Purchase            784.377 Shares    2,022.866 Shares
                         for each $400.00    for each $50.00
                         Paid                Paid

          (1) Offered only to Eligible Senior Noteholders
selecting the Common Stock.

                 Second Lien Notes Exchange Offer

Vertis is now offering to exchange $1,000 principal amount of its
new 13% Senior Secured Notes due 2016 for each $1,000 principal
amount of Existing Second Lien Notes validly tendered at or prior
to the Expiration Time.  Vertis previously offered to issue
$393.73 principal amount of New Secured Notes and pay $591.27 of
cash for each $1,000 principal amount of Existing Second Lien
Notes validly tendered, and not validly withdrawn, by Eligible
Second Lien Noteholders in the Second Lien Exchange Offer at or
prior to the Expiration Time.  The updated consideration no longer
includes cash.

ELIGIBLE SECOND LIEN NOTEHOLDERS WHO DO NOT VALIDLY WITHDRAW THEIR
PREVIOUSLY TENDERED EXISTING SECOND LIEN NOTES IN THE SECOND LIEN
NOTES EXCHANGE OFFER PRIOR TO THE EXPIRATION OF THE WITHDRAWAL
PERIOD WILL RECEIVE THE UPDATED AMOUNT OF NEW SECURED NOTES AND
WILL NOT RECEIVE ANY CASH UPON CONSUMMATION OF THE SECOND LIEN
NOTES EXCHANGE OFFER.

The Second Lien Notes Exchange Offer is open only (i) in the
United States to holders who are "qualified institutional buyers"
or institutional "accredited investors" as such terms are defined
under the Securities Act of 1933 and (ii) outside the United
States to holders who are persons other than U.S. persons in
reliance upon Regulation S under the Securities Act.

Eligible Second Lien Noteholders validly tendering Existing Second
Lien Notes at or prior to the Expiration Time will also receive
additional New Secured Notes in an amount equal to 100% of the
accrued and unpaid interest due to such holders from April 1, 2010
until, but not including, the first settlement date (which may be
an early settlement date) for the Second Lien Notes Exchange
Offer, and regardless of whether any Existing Second Lien Notes
are tendered thereafter, if applicable.  The table summarizes the
updates to the consideration in the Second Lien Notes Exchange
Offer:

                      For each $1,000 Principal Amount of
                      Existing Second Lien Notes Exchanged:


                      Old Consideration     New Consideration
                      -----------------     -----------------
     Senior Notes
     Exchange Offer        784.377 Shares    2,022.866 Shares

     Cash                         $591.27           $0.00
     New Notes                    $393.73       $1,000.00
     Accrued Interest (1)   98.5% paid in    100% paid in
                           additional New  additional New
                            Secured Notes  Secured Notes

     (1) Represents accrued and unpaid interest from April 1, 2010
until, but not including, the first settlement date.

Vertis may elect to extend one or both of the Offers.  The Offers
are subject to the terms and conditions set forth in the
applicable confidential offering memorandum and consent
solicitation statement, each dated April 15, 2010.

Vertis may accept for exchange and or payment, as applicable, any
Notes that have been validly tendered, and not validly withdrawn,
in the Offers on an early acceptance date. Any such utilization of
an early acceptance date will be determined by Vertis in its sole
discretion and will only be utilized after the Withdrawal Period
has passed. Vertis currently expects to utilize an early
acceptance date.  Holders of Notes should see the important
supplemental materials announced herein for more details regarding
any such early acceptance date.

As reported by the Troubled Company Reporter on July 29, 2010,
Vertis said it intends to:

     (i) seek a new $425.0 million first lien first out term loan
         with syndicate of lenders; and

    (ii) seek a new $150.0 million first lien second out term loan
         with a syndicate of lenders.

Vertis expects to use the net proceeds from the New Term Loans and
to draw approximately $56.9 million in borrowings under a new
$190.0 million senior secured asset-based revolving credit
facility to fund certain elements of its Refinancing Transactions.

Specifically, Vertis intends to use the net proceeds of the New
Term Loans and borrowings under the New Revolving Credit Facility
to:

     (i) repay all of the amounts outstanding (other than amounts
         owed to Avenue Investments, L.P.), under Vertis' existing
         $414.0 million (as of June 30, 2010) term loan,

    (ii) repay all outstanding borrowings under Vertis' existing
         revolving credit facility,

   (iii) fund the cash portion of the consideration in the
         Exchange Offer, and

    (iv) pay fees and expenses related to the Refinancing
         Transactions.

The substantially concurrent consummation of the Refinancing
Transactions or replacement transactions, including Vertis' entry
into the New Term Loans, is a condition to the consummation of the
Exchange Offer and Consent Solicitation.

The New Term Loans are expected to mature five years after the
consummation of the Refinancing Transactions or earlier upon the
occurrence of certain other events set forth in the documents
governing the New Term Loans.

                          About Vertis

Headquartered in Baltimore, Maryland, Vertis Holdings, Inc. --
http://www.vertisinc.com/-- provides targeted print advertising
and direct marketing solutions to America's retail and consumer
services companies.

The company and its six affiliates previously filed for Chapter 11
protection on July 15, 2008 (Bankr. D. Del. Case No. 08-11460).

In August 2008, it emerged from bankruptcy, after completing a
merger with ACG Holdings.


VERTIS INC: Moody's Upgrades Ratings on $365 Mil. Loan to 'B2'
--------------------------------------------------------------
Moody's Investors Service upgraded the rating on Vertis' proposed
$365 million senior secured first lien term loan to B2 from B3
based on the reduced amount (previously $425 million) and the
greater cushion provided by the increased 2nd lien facility
(unrated) to $520 million from approximately $274 million.  The
rating for the originally proposed $150 million senior secured
last-out facility has been withdrawn.

The ratings were assigned in connection with Vertis' proposed out-
of-court restructuring and refinancing that will reduce its debt
by approximately 20% to $957 million (based on current August debt
levels and excluding an incremental $100 million of PIK preferred
stock that Moody's considers to be debt-like) through conversion
of existing senior PIK notes into common stock and an exchange of
existing senior secured second lien notes for new secured notes
and preferred stock.  Vertis plans to utilize net proceeds from
the new first lien term loan to repay existing bank debt and to
fund transaction fees and expenses.  The restructuring and
refinancing favorably extend the maturity profile and reduce total
interest expense but significantly increase Vertis' cash interest
payments.

Upgrade:

Issuer: Vertis, Inc.

  -- Senior Secured 1st Lien Term Loan, Upgraded to B2, LGD3-30%
     from B3, LGD3-33%

Unchanged:

  -- Corporate Family Rating, Caa1
  -- Probability of Default Rating, Caa1
  -- Speculative Grade Liquidity Rating, SGL-3
  -- Outlook, Stable

Withdrawn:

  -- Senior Secured (Last-Out) Term Loan, previously Caa2, LGD4-
     61%

The B2 rating and LGD3-30% assessment on the proposed $365 million
first-lien term loan is two notches above the CFR and reflects the
benefits of the first lien on substantially all the assets of
Vertis (albeit behind the proposed $190 million borrowing base
working capital line of credit), the company's parent, Vertis
Holdings, Inc. and its subsidiaries, as well as its priority over
the second lien notes.

An unrated $190 million proposed revolver also exists and is also
secured by a lien on the company's assets, but it will have first
priority with respect to only current assets and second priority
with respect to all other assets.  The term loan will have second
priority with respect to current assets and first priority with
respect to all other assets.

Vertis' Caa1 CFR reflects the company's high leverage, thin
coverage of capital costs, continuing decline in demand for
advertising inserts, as well as long-term price and volume
pressure on the print-based advertising and direct marketing
products and services that comprise the majority of the company's
revenue base.  The proposed transactions would be a second
restructuring on the heels of Vertis' 2008 bankruptcy
reorganization.  Moody's believe risk of another restructuring
over the intermediate term will remain elevated unless debt-to-
EBITDA leverage (approximately 7.5x pro forma FY 2009
incorporating Moody's standard adjustments and reducing EBITDA by
$24 million of synergy and restructuring costs) is lowered from
what is still a very high level.

The restructuring/refinancing transactions are subject to a number
of conditions including minimum participation requirements on the
company's exchange offerings.  Moody's assumes these conditions
are met but ratings are subject to a review of the final results
of the company's restructuring and the terms and conditions of the
debt instruments.

Moody's last rating action for Vertis was on July 30, 2010,
when Moody's assigned a B3 rating on the previously proposed
$425 million senior secured first-out term loan and a Caa2 rating
on the then proposed $150 million senior secured last-out term
loan.

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

Vertis, headquartered in Baltimore, MD, provides advertising,
direct marketing and interactive products and services to clients
across North America.  Vertis merged with ACG in October 2008 upon
the emergence of both companies from July 2008 pre-packaged
bankruptcy filings.  Avenue Capital will control a majority of the
equity and the board of directors upon completion of the proposed
refinancing/restructuring.  Revenue was approximately $1.3 billion
in FY 2009.


VILLAGE AT CAMP: Gets Interim Nod to Use Cash Collateral
--------------------------------------------------------
Village at Camp Bowie, I, L.P., sought and obtained interim
authorization from the U.S. Bankruptcy Court for the Northern
District of Texas to use the cash collateral.

On January 22, 2004, the Debtor, as Borrower, executed a
Construction Loan Agreement for the maximum aggregate principal
amount of $36,535,000 with SouthTrust Bank and Texas Capital Bank,
National Association (TCB).  The Construction Loan was financed by
a Promissory Note in the original maximum principal amount of
$26,535,000 payable to the order of SouthTrust (the SouthTrust
Note) and a second Promissory Note in the original maximum
principal amount of $10,000,000 payable to TCB (the TCB Note).
The Notes are also secured by the Assignment of Rents and
Leases dated January 22, 2004, and the Assignment of Contracts,
Plans and Permits also dated January 22, 2004 and executed by the
Debtor.

Wachovia Bank, National Association, became the successor by
merger with SouthTrust to the SouthTrust Note and the successor by
assignment from TCB to the TCB Note.  Wells Fargo became the
successor in interest to the Notes by merger with Wachovia.
Subsequently, on June 29, 2010, Wells Fargo conveyed its interest
in the Notes to Western Real Estate Equities, LLC (Noteholder) --
the current owner of the Notes.  As of the Petition Date, the
Debtor is indebted to Noteholder in the principal amount of
approximately $31,292,824.

Mark Chevallier, Esq., at McGuire, Craddock & Strother, P.C.,
explains that the Debtor needs the money to fund its Chapter 11
case, pay suppliers and other parties.  The Debtors will use the
collateral pursuant to a budget, a copy of which is available for
free at http://bankrupt.com/misc/VILLAGE_AT_CAMP_budget.pdf

In exchange for using the cash collateral, the Debtor will grant
the Noteholder valid and automatically perfected first priority
replacement liens and security interests in and upon all of the
properties and assets of the Debtor.  To the extent such adequate
protection is insufficient to adequately protect Noteholder's
interest in the cash collateral, Noteholder is hereby granted a
superpriority administrative expense claim.

The Debtor will provide the Noteholder copies of these documents:
(a) all leases entered into after June 1, 2010 and (b) copies of
all ledgers created by Debtor in 2010 reflecting, on a month-by-
month basis, actual income and expenses incurred on a cash basis
in relation to the collateral.  Within 15 days after the end of
each calendar month, Debtor will provide Noteholder with a budget
to actual reconciliation reflecting all revenues and
reimbursements (on a cash basis) received on the collateral and
all cash disbursements made during the preceding budget period.

The Fort Worth Independent School District (the FWISD) has filed a
limited objection to ensure that nothing in the final order will
be construed to grant Wachovia postpetition liens with priority
over prepetition and postpetition liens arising in favor of the
FWISD regarding any of Debtor's assets, regardless of the date on
which those assets are acquired, generated, or received by Debtor.
The FWISD requests that any order entered on the cash collateral
motion specifically provide that prepetition and postpetition
liens arising in favor of the FWISD on any asset Debtor acquires,
generates, or receives on or after the Petition Date will have
priority over the postpetition liens granted to Wachovia.

FWISD is represented by Brackett & Ellis, A professional
Corporation.

The Court has set a final hearing for September 9, 2010, at
1:30 p.m. on the Debtor's request to use cash collateral.

                      About Village at Camp


Dallas, Texas-based Village at Camp Bowie I, L.P., filed for
Chapter 11 bankruptcy protection on August 2, 2010 (Bankr. N.D.
Tex. Case No. 10-45097).  John Mark Chevallier, Esq., at McGuire,
Craddock & Strother, P.C., assists the Debtor in its restructuring
effort.  The Debtor estimated its assets and debts at $10 million
to $50 million.


VISTEON CORP: In Talks for $700 Million Exit Financing
------------------------------------------------------
Visteon Corp. (VSTNQ.PK) has been in talks with at least three
banking groups on exit financing worth about $700 million,
Soyoung Kim at Reuters reported, citing two people familiar with
the matter.

According to the report, Morgan Stanley (MS.N) and BarClays
Capital (BARC.L) are each leading competing groups to provide the
financing for the major supplier of Ford Motor Co (F.N) to emerge
from bankruptcy more than a year after it filed for Chapter 11,
the sources said.

A consortium composed of Goldman Sachs (GS.N), Deutsche Bank
(DBKGn.DE), and Wells Fargo (WFC.N) is also in talks with Visteon
to provide financing, the sources said, according to the report.

The $700 million exit financing for Visteon would comprise of a
$200 million asset-backed loan and another $500 million term loan,
according to the sources, who asked not to be named because the
discussions are private, Reuters said.

                        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).


WARNER MUSIC: S&P Changes Outlook to Negative, Keeps 'BB-' Rating
-----------------------------------------------------------------
On Aug. 13, 2010, Standard & Poor's Ratings Services revised its
rating outlook on New York City-based Warner Music Group Corp. to
negative from stable.  Ratings on the company, including the 'BB-'
corporate credit rating, were affirmed.

"The revised outlook reflects continued revenue and EBITDA
declines amid a light album release schedule and ongoing
challenges in maintaining profitability levels due to the digital
transition taking place within the industry, notwithstanding
vigilant cost management," said Standard & Poor's credit analyst
Michael Altberg.

Lease-adjusted debt to EBITDA increased to 5.1x as of June 30,
2010, up from 4.9x at year-end fiscal 2009 (ended Sept. 30, 2009).
Despite a fourth-quarter-weighted album release schedule, S&P
expects that revenue in the fiscal fourth quarter ended Sept. 30,
2010 could decline in the high-single to low-double-digit
percentage area, and visibility into fiscal 2011 is uncertain.
Until there is an indication that digital sales can resume at
healthy growth rates and eventually offset physical CD sales
declines, S&P believes it could be difficult for WMG to maintain
leverage below S&P's 5.25x threshold for the current rating.

Lease-adjusted debt (including accrued interest) to EBITDA was
5.1x for the 12 months ended June 30, 2010, up from 4.8x in the
year-ago period.  EBITDA coverage of cash interest expense was
about 2.3x, down from 3.7x at year-end fiscal 2009 due to EBITDA
declines, higher interest expense, the timing of interest
payments, and the onset of cash interest payments on its 9.5%
holding company discount notes.  Cash interest commenced June 15,
2010, adding $12.25 million in semiannual interest payments.  The
company's EBITDA margin was 12.4% for the last 12 months ended
June 30, 2010, down from 13% the prior year.  Despite the decline,
WMG has done a good job in managing its variable costs and
reducing fixed costs, which account for about 20% to 25% of the
total cost base.

The company converted 23.9% of EBITDA to discretionary cash flow
(defined as free operating cash flow minus dividends) for the 12
months ended June 30, 2010, down from 70% for the 12 months ended
June 30, 2009.  The decline in conversion is due to decreased
sales, working capital fluctuations related to the timing of sales
and collections, and increased cash interest expense of roughly
$60 million in the nine months ended June 30, 2010, compared to
the nine months ended June 30, 2009.  The increase in interest
expense reflects higher interest rates following the May 2009
refinancing, as well as the fact that interest expense on the
secured debt is now paid on a semiannual basis in the first and
third quarters, as opposed to quarterly.  Still, despite the
fourth-quarter-weighted release schedule and the fact that the
company will not have interest payments on the secured debt in the
September quarter, S&P does not expect WMG to generate
discretionary cash flow on par with historical levels in fiscal
2010.  In general, strong EBITDA conversion to discretionary cash
flow is a characteristic of the industry and can fluctuate with
the timing of releases and royalty advances.


WEXFORD DEVELOPMENT: Files for Chapter 11 in Indiana
----------------------------------------------------
Wexford Development, LLC, filed for Chapter 11 on August 10, 2010
(Bankr. N.D. Ind. Case No. 10-40804).  The Debtor estimated assets
of up to $10 million and debts of $10 million to $50 million in
its Chapter 11 petition.

According to Carla Main at Bloomberg News, court files show that
Wexford will continue to operate as a debtor-in-possession.  Among
the 20 largest unsecured claims were by Mount Prospect, Illinois-
based First Banks Inc., which is owed $14.250 million, $3 million
of which is secured; and Polarity LLC, which is owed $960,000.

A meeting of creditors is scheduled for September 10 in Layfette,
Indiana.


* U.S. Corporate Credit Risk Index Rises by Most in Three Weeks
---------------------------------------------------------------
The cost to protect against defaults on U.S. corporate bonds rose
by the most in more than three weeks, trading in a benchmark
credit derivatives index shows, according to reporting by Carla
Main at Bloomberg News.

According to Bloomberg, the Markit CDX North America Investment
Grade Index Series 14, which investors use to hedge against losses
on corporate debt or to speculate on creditworthiness, increased
3% points to a mid-price of 107.7 as of the morning on Aug. 11 in
New York, for the biggest jump since July 16, according to Markit
Group Ltd.  The index, which typically rises as investor
confidence deteriorates, reached its highest since July 22.


* Anadarko Sells Bonds with No Protection From Oil Spill Claims
---------------------------------------------------------------
Companies are taking advantage of borrowing costs near the lowest
in six years to issue $51 billion of debt this month, the fastest
start to an August on record, Carla Main at Bloomberg News said,
citing data compiled by Bloomberg.  Anadarko Petroleum Corp., Ally
Financial Inc. and Rite Aid Corp. led 12 companies selling
$11.7 billion of debt August 11.

According to Ms. Main, Anadarko sold $2 billion that lack creditor
protections against claims stemming from the worst oil spill in
U.S. history.  Buyers of Anadarko's seven-year notes will rank
lower than winners of damages in lawsuits or settlements arising
from the accident and holders of debt backed by the company's
divisions, said Adam Cohen, founder of Covenant Review LLC, a
research firm that analyzes corporate bonds' investor safeguards.
Anadarko, based in The Woodlands, Texas, owns a 25% stake in the
Gulf of Mexico well that BP Plc sealed last week.


* July Bankruptcy Filings By Multi-Million Dollar Companies
-----------------------------------------------------------
Two companies disclosing more than a billion dollars in total
assets filed for Chapter 11 in July -- breaking a four-month
spell.  Those are Innkeepers USA Trust, a hotel operator, and
Protech Holdings C, LLC, an affiliate of Capmark Financial Group
Inc.

A third billion-dollar filer sought Chapter 15 bankruptcy
protection -- Controladora Comercial Mexicana, which operates
retail stores in Mexico.

The number of companies that filed for bankruptcy with assets
exceeding $100 million also rose in July.  Eight large companies
filed in July from five in June.  These are:

     * Truvo USA LLC;
     * Medical Staffing Network Holdings, Inc.;
     * Lehigh Valley Portfolio, LP;
     * Riviera Holdings Corporation;
     * Innkeepers USA Trust;
     * Jerry Barnett;
     * American Safety Razor Company, LLC; and
     * Protech Holdings C, LLC

Bankruptcy filings by large companies remain low compared to July
2009.  In July last year, 14 large companies filed, with Opus West
Corp., Lear Corp., and Station Casinos, reporting more than $1
billion in assets.  Lear has since emerged from Chapter 11.

Innkeepers USA, Truvo and Riviera Holdings commenced prepack cases
in July.  For the year, a total of 25 prepacks/pre-arranged cases
have been filed.

                   2010 Large Chapter 11 Cases

                   $100MM   $500MM
    Month        - $500MM     $1BB   > $1BB  Prepacks  Total
    -----        --------   ------   ------  --------  -----
    January          14        2         1       8       17
    February          6        1         3       3       15
    March             9        3         -       5       12
    April             7        1         -       3        8
    May              12        -         -       2       12
    June              4        1         -       1        5
    July              5        1         2       3        8

Innkeepers USA Trust was launched into a Case-Specifics
Newsletter.  There's an existing newsletter covering Capmark.

Of the July 2010 Chapter 11 mega-filers, two cases went to
Delaware, bring the year's total to 27.  Three went to Manhattan.
So far this year, 12 mega-cases were commenced in Manhattan.  In
2009, 79 mega-cases went to Delaware while 32 cases went to
Manhattan.

The top 15 filers for the year by total assets, thus far, are:

    Case                   Total Assets     Court   Petition Date
    ----                   ------------     -----   -------------
    Movie Gallery, Inc.    More than $1BB   VAEB     2-Feb
    Aleris Deutschland     More than $1BB   Del      5-Feb
      (affiliate of
      Aleris Int'l)
    Capmark Investments    More than $1BB   Del     15-Jan
      (affiliate of
       Capmark Financial)
    ESA P Portfolio        More than $1BB   Del     18-Feb
      TXNC GP L.L.C.
      (affiliates of
      Extended Stay)
    Innkeepers USA Trust   More than $1BB   SDNY    19-Jul
    Protech Holdings C     More than $1BB   Del     29-Jul
      (affiliate of
       Capmark Financial)
    Mesa Air Group Inc.    $975,487,000     SDNY     5-Jan
    Almatis B.V.           $500MM - $1BB    CASB    30-Apr
    Centaur, LLC           $500MM - $1BB    Del      6-Mar
    Penton Media           $500MM - $1BB    SDNY    10-Feb
    Sargent Ranch LLC      $500MM - $1BB    CASB     4-Jan
    South Bay Expressway   $500MM - $1BB    CASB    22-Mar
    Garlock Sealing        $500MM - $1BB    CASB    22-Mar
    Xerium Technologies    $693,511,000     Del     30-Mar
    Orleans Homebuilders   $591,463,000     Del      1-Mar

Lehman Brothers Holding Corp. remains the biggest corporate bust
in history.  Lehman, which filed in 2008, had $639 billion in
total assets and $613 billion in total debts at that time of its
filing.

                        JULY 2010 MEGA CASES

(A) Innkeepers USA

Innkeepers USA Trust, through its indirect subsidiaries, owns and
operates an expansive portfolio of 72 upscale and mid-priced
extended-stay and select-service hotels, consisting of 10,000
rooms, located in 20 states across the United States.  Apollo
Investment Corporation acquired Innkeepers in June 2007.

Innkeepers USA Trust and a number of affiliates filed for
Chapter 11 on July 19, 2010 (Bankr. S.D.N.Y. Case No. 10-13800),
citing operating losses from decreased room revenue, significant
liquidity constraints, and considerable funded debt burden,
resulting from unprecedented adverse changes in the economy and
hospitality industry generally.

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

Under Innkeepers' plan, secured lender Lehman ALI Inc., a
subsidiary of Lehman Brothers, would end up with all the new stock
in return for $238 million in debt.  Lehman intends to sell half
the new stock it receives to Apollo for not less than $107.5
million.  Lehman also seeks to make a $17.5 million loan to
refurbish the Innkeepers properties on which it has mortgages.
Innkeepers also owes Lehman an additional $118 million on a
floating-rate mezzanine debt not destined to have a recovery under
the plan.

The remainder of Innkeepers' plan would have secured creditors,
owed $825 million, to receive $550 million in fixed-rate mortgages
on the 45 properties that are their collateral.  Another $206
million in mortgages on seven properties would be reduced by the
plan to $150 million.  General unsecured creditors are to receive
$500,000 cash.

The Company's consolidated assets for 2009 totaled approximately
$1.5 billion.  As of July 19, 2010, the Company and its affiliates
have incurred approximately $1.29 billion of secured debt.


(B) Truvo USA

Wilmington, Delaware-based Truvo USA LLC publishes print and
online directories through its operating subsidiaries.  The
operating subsidiaries have not sought protection under Chapter 11
protection or any other insolvency regime.  The Truvo Chapter 11
debtors are owned Truvo Luxembourg S.a.r.l, which is not a debtor
in the Chapter 11 proceedings.

Truvo USA filed for Chapter 11 bankruptcy protection on July 1,
2010 (Bankr. S.D.N.Y. Case No. 10-13513).  Sean A. O'Neal, Esq.,
and Thomas J. Moloney, Esq., at Cleary Gottlieb Steen & Hamilton,
LLP, and Vincent Edward Lazar, Esq., at Jenner & Block LLP, assist
the Company in its restructuring effort.  The Company listed
$500,000,001 to $1 billion in assets and more than $1 billion in
liabilities.

Jenner & Block LLP and Simpson Thacher & Bartlett LLP are the
Company's special counsel.  Houlihan Lokey Howard & Zukin
(Europe), Limited, is the Company's restructuring and financial
advisor.

The Debtors filed a plan and disclosure statement on July 14.  The
plan documents were amended on July 26.  A hearing on the
Disclosure Statement is scheduled for August 5.  The Plan was
negotiated with holders of 80% of the EUR778 million ($1.007
billion) of first-priority senior debt and holders of 15% of the
second-priority debt.

The senior lenders under the plan are to receive the new equity
plus EUR600 million new debt.

In return for the EUR595 million on two issues of second-priority
notes, the holders are to be given EUR15 million and warrants for
14% of the stock at a EUR150 million price.  If the second lien
lenders vote against the plan, they are to receive nothing.

For the EUR174 million on pay-in-kind third-priority notes,
holders will receive warrants for 1% of the stock.  If the class
votes against the plan, they are to receive nothing.

The new debt for the senior lenders is to consist of EUR350
million in first-lien debt, EUR100 million in second-lien debt,
and EUR150 million in pay-in-kind debt.

General Unsecured Claims will receive 50% - 100%.


(C) 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 filed for Chapter 11 bankruptcy
protection on July 2, 2010 (Bankr. S.D. Fla. Case No. 10-29101.)
Medical Staffing estimated its assets and debts at $100,000,001 to
$500,000,000.  In its schedules, an affiliate of Medical Staffing
listed total assets of $53,293,726 and total liabilities of
$129,862,111.

Akerman Senterfitt is the Debtor's special corporate and
transactional counsel.  Loughlin Meghji + Company is the Company's
corporate restructuring advisor.  Ernst & Young LLP is the
Company's accounting and tax advisor.  The Garden City Group Inc.
is the Company's claims and notice agent.

The Debtors are seeking to sell substantially all of their assets
in an auction led by MSN AcquisitionCo., LLC, which was formed by
their first-lien lenders.  The auction will take place August 19.

The first-lien lenders are making a credit-bid of $84 million.


(D) Lehigh Valley Portfolio, LP

New York City-based Lehigh Valley Portfolio, LP filed for Chapter
11 bankruptcy protection on July 8, 2010 (Bankr. S.D. N.Y. Case
No. 10-13630).  Joseph S. Maniscalco, Esq., at LaMonica Herbst &
Maniscalco is the Debtor's bankruptcy counsel.  The Debtor
scheduled $131,500,100 in total assets and $1,002,380 in total
liabilities.

(E) Riviera Holdings Corporation

Riviera Holdings Corp., through its wholly owned subsidiary,
Riviera Operating Corporation, owns and operates the Riviera Hotel
& Casino located in Las Vegas, Nevada, which consists of a hotel
comprised of five towers with 2,075 guest rooms, including 177
suites, and which has traditional Las Vegas-style gaming,
entertainment and other amenities.

The Company, through its wholly-owned subsidiary, Riviera Black
Hawk, Inc., owns and operates the Riviera Black Hawk Casino, a
casino in Black Hawk, Colorado and has various non-gaming
amenities, including parking, buffet-styled restaurant,
delicatessen, a casino bar and a ballroom.

Riviera Holdings together with two affiliates filed for Chapter 11
on July 12 in Las Vegas, Nevada (Bankr. D. Nev. Case No. 10-
22910).  Riviera Holdings' petition listed assets and debts of
$100 million to $500 million.  Attorneys at Gordon Silver
represent the Debtors in the Chapter 11 cases.

Riviera Holdings' Plan was negotiated with holders of more than
two thirds of secured debt totaling over $275 million, including a
$225 million term loan, unpaid interest, and amounts owing on a
swap agreement.

The Plan calls for secured lenders to receive a new $50 million
term loan plus 80% of the new stock.  Lenders who provide $20
million in a new money loan will receive 8% of the new stock plus
warrants for another 10%.  Creditors who provide a $10 million
working capital loan are to receive 7% of the new stock.  The last
5% of the new stock goes to the lenders in return for providing a
backstop insuring availability of the $30 million in loans.
Existing shareholders are to receive nothing.

(F) Jerry and Katherine Barnett

Gig Harbor, Washington-based Jerry Barnett and Katherine Barnett
filed for Chapter 11 bankruptcy protection on July 26, 2010
(Bankr. W.D. Wash. Case No. 10-46062).  Benjamin J. Riley, Esq.,
at Brian L. Budsberg PLLC, assists the Debtors in their
restructuring effort.  The Barnetts estimated assets and debts at
$100 million to $500 million in their Chapter 11 petition.

The U.S. Trustee for Region 18 will convene a meeting of the
Barnetts' creditors on September 1, 2010, in Tacoma.

(G) American Safety Razor

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

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

The company filed for bankruptcy to facilitate the sale of the
company.  ASR indicated that first-lien lenders have made an offer
to buy substantially all of the assets of the company under
Section 363 of the bankruptcy code.  The sale of the company is
still subject to Court approval, and ASR expects to emerge from
bankruptcy by the fourth quarter of 2010.

                      Bankruptcy Statistics

Total corporate bankruptcy filings in July is presently not
available.


* Ambac and MGM Top August List of Firms Nearing Chapter 11
-----------------------------------------------------------
Blockbuster Inc., Metro-Goldwyn-Mayer Inc., and Ambac Financial
Group Inc. lead billion-dollar companies that are on the edge of
bankruptcy.  Financially strained companies could be forced to
seek Chapter 11 protection as the deadline to repay their debts
approaches.  Some companies that received forbearance or waivers
pending restructuring talks with lenders have their payment
moratoriums expiring August or September.

Ambac Financial said in its latest Form 10-Q that it is pursuing a
prepackaged bankruptcy in order to restructure its debt.  Ambac
Financial said that its liquidity and solvency are largely
dependent on dividends principal financial guarantee operating
subsidiary, Ambac Assurance Corporation, and that it is highly
unlikely that Ambac Assurance will be able to make dividend
payments to Ambac for the foreseeable future. The company's
balance sheet at June 30, 2010, showed $30.05 billion in total
assets against $31.47 billion in total liabilities, and
$1.42 billion in stockholders' deficit.  Ambac Financial further
stated in the Form 10-Q, "While management believes that Ambac
will have sufficient liquidity to satisfy its needs into the
second quarter of 2011, no guarantee can be given that it will be
able to pay all of its operating expenses and debt service
obligations, and its liquidity may run out prior to the second
quarter of 2011.  Ambac is currently pursuing raising additional
capital and is also pursuing a restructuring of its outstanding
debt through a prepackaged bankruptcy proceeding.  There can be no
assurance that any definitive agreement will be reached.  If Ambac
is unable to effectuate one of these strategic alternatives in the
near term, then Ambac would likely need to seek relief under
Chapter 11 of the United States Bankruptcy Code without agreement
with major creditor groups concerning a plan of reorganization.
Ambac may decide not to pay interest on its debt prior to filing a
prepackaged bankruptcy or seeking other relief under the
bankruptcy Code."

Blockbuster has received from bondholders a series of moratoriums,
the latest of which expires September 30.  "The [Sept. 30]
extension of the forbearance period provides Blockbuster with
additional time and flexibility as it seeks to implement a more
appropriate capital structure to support the Company's strategies
for long-term growth and enhanced financial performance,"
according to a company statement last week.  According to
Bloomberg News, Blockbuster received the latest one-month reprieve
from creditors so it can prepare for a possible bankruptcy filing
in September.  The Company's balance sheet as of April 4, 2010,
showed $1.319 billion in assets, and $1.693 billion in
liabilities.  In February, Blockbuster hired law firm Weil,
Gotshal & Manges and investment bank, Rothschild Inc., to explore
strategies for cutting the Company's $1 billion debt load.

Metro-Goldwyn-Mayer, the movie studio that holds rights to the
James Bond franchise and the upcoming project The Hobbit, has a
Sept. 15 deadline to repay interest and principal due on its bank
debt.  MGM said the lenders, which have already given a series of
moratoriums on interest payments, "took this action in support of
the company's ongoing efforts to evaluate long-term strategic
alternatives to maximize value for its stakeholders."  The Wall
Street Journal, citing unnamed sources, reported that MGM hopes to
file a "prepackaged" bankruptcy sometime in mid-September, when
its latest waiver on debt payments expires.  J.P. Morgan Chase &
Co., a major MGM creditor, is working on providing between $150
million and $200 million in debtor-in-possession financing to
steer the studio through bankruptcy.  MGM has hired investment
bank Moelis & Company and the law firm Skadden, Arps, Slate,
Meagher & Flom to help the company restructure its nearly $4
billion debt.

Privately-held Boston Generating LLC, a unit of US Power
Generating Co., is filing for Chapter 11 to complete the sale of
its assets to Constellation Energy or to the winning bidder at a
bankruptcy auction.  Constellation Energy said early this month
that it has signed an asset purchase agreement to acquire its
2,950-megawatt fleet, the third largest power generating portfolio
in the New England region, for approximately $1.1 billion.  The
transaction is expected to be consummated through a court-approved
bankruptcy proceeding, Constellation said.  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.  Boston
Generating's financial advisors are J.P. Morgan and Perella
Weinberg Partners and its legal advisor is Latham & Watkins LLP.
Constellation Energy's financial advisors are Credit Suisse and
UBS Investment Bank and its legal advisor is Winston & Strawn LLP.

Oriental Trading said in July that it is exploring "all
restructuring alternatives" in negotiations with its lenders.
The Company missed its second-lien debt interest payment, which
was due May 31, 2010.  The interest payment was part of its
$640 million in bank loans.  Oriental Trading, acquired by Carlyle
Group for $1 billion in 2006, is a wholesaler of novelties and
party items.  Moody's noted said the company's capital structure
is unsustainable in its current form, as debt/EBITDA is
significant at over 12 times.  Moody's believes that any
refinancing of the Company's debt will likely result in some
impairment to lenders.  The company is operating under a short-
term waiver and amendment, which expires on Aug. 18, 2010.

United Western Bancorp, Inc., holding company for a community
bank, defaulted under the credit agreement with JPMorgan following
the issuance of the cease and desist order by the Office of the
Thrift Supervision for the company's United Western Bank.  United
Western Bancorp has a forbearance agreement with JPM, which
requires it to pay $500,000 in principal a month and the remaining
$14.25 million on September 30.  JPMorgan has agreed to forbear
from exercising its rights and remedies until September 30.
United Western Bancorp had assets of $2.221 billion and debts of
$2.103 billion as of June 30, 2010.

TerreStar Corporation, which is in the mobile communications
business, has doubts that its cash and available borrowings will
be sufficient to cover the projected funding needs for the third
quarter of 2010, according to its latest Form 10-Q. The Company
has been exploring numerous strategic and financing alternatives
to address its liquidity position and the ability to service its
preferred stock and debt obligations, and it has retained legal
and financial advisors, both in the United States and Canada, to
assist it.  "In the event that none of the various alternatives is
consummated, the Company may need to initiate proceedings for
relief by making a voluntary bankruptcy filing under Chapter 11 of
Title 11 of the United States Code to, among other things,
reorganize its capital structure," the company said in its report
for the quarter ended June 30, 2010.  The company's balance sheet
as of June 30, 2010, showed $1.402 billion in total assets, and
$1.643 billion in total liabilities.

Trico Marine Services, Inc., disclosed that on August 10 that it
retained John Castellano from Alix Partners to serve as acting
chief restructuring officer.  The firm engaged Alix Partners to
advise the Company in its discussions with some of its existing
debt holders regarding restructuring certain of its outstanding
debt obligations.  Trico Marine Services is a provider of
support vessels for the offshore oil and natural-gas industry.
Trico Marine failed to make the $8.0 million interest payment on
$202.8 million in aggregate principle amount of its 8.125%
secured convertible debentures due 2013, triggering an event of
default.  Trico Marine signed a revised loan agreement on June 11
requiring the company to file under Chapter 11 no later than
Sept. 8.  Trico said in June that it and Evercore Partners are in
discussions with various potential lenders and some of the
Company's existing debtholders regarding obtaining additional
financing in connection with a possible Chapter 11 proceeding.  At
March 31, 2010, the Company had total assets of $1.013 billion
against total liabilities of $985.9 million.

                    Under-$1-Billion Companies

Made-for-television movies and programs producer RHI Entertainment
Inc., said it may be required to seek protection under Chapter 11.
The company is in default of certain covenants of its senior
secured credit facilities and is in discussions with its lenders
regarding a restructuring of those facilities.  "Whether or not
the Company is able to restructure its debt obligations or come to
a consensual agreement with its creditors, the Company will likely
be required to seek protection under Chapter 11 of the U.S.
Bankruptcy Code and any such filing would result in RHI Inc.'s
current equityholders receiving little or no continuing interest
in the assets and operations of the Company," the Company said in
its Form 10-Q for the quarter ended June 30, 2010.  The Company
tapped engaged Rothschild, Inc., as a financial advisor in the
fourth quarter of 2009 to assist in negotiating and implementing a
restructuring transaction. The company has also engaged Robert Del
Genio of Conway, Del Genio, Gries & Co., LLC as strategic planning
officer.  At June 30, 2010, the company had total assets of
$544.625 million against total liabilities of $827.833 million.

Molecular Insight Pharmaceuticals, Inc.'s sixth extension of its
waiver agreement with its bondholders was set to expire August 16.
Molecular Insight, a clinical-stage biopharmaceutical company
pioneering in molecular medicine, said that the moratorium allows
"debt restructuring discussions to progress."  The Company said
that in the event bondholders opt to accelerate amounts owed to
them or seek to foreclose on their collateral, it may "seek
protection under the U.S. Bankruptcy Code or similar relief."
Molecular, at June 30, 2010, had $74.6 million in total assets and
$185.1 million in total liabilities.

Penhall International Corp. deferred the $10.5 million semi-annual
interest payment due Aug. 1, 2010, on its 12% senior secured notes
due in 2014.  Under the indenture governing the notes, Penhall has
a 30-day grace period to make interest payments before there is an
event of default. Penhall provides construction and demolition
contracting services, such as concrete cutting and highway
grinding.

Network Communications, Inc., missed interest payment of
$9.4 million on its 10-3/4% Senior Notes due 2013.  The company
has signed with lenders a forbearance agreement that expires on
August 31.  Lawrenceville, Ga.-based Network Communications
provides advertising and internet marketing services (Apartment
Finder, The Real Estate Book, etc.) to the housing industry.  The
company's balance sheet at Dec. 6, 2009, showed $362.4 million in
total assets, and $330.3 million in total liabilities.

                             Chapter 9

Covanta Holdings Corp., which operates energy-from-waste facility
for Harrisburg, Pennsylvania, and has advanced $21.7 million for
facility improvements, said that it is involved in talks with the
city and other stakeholders regarding terms of a "a forbearance
period".  Covanta said that Harrisburg is considering various
options, including seeking bankruptcy protection.  Covanta is owed
$19.8 million is outstanding as of June 30, 2010 under the funding
arrangement. The first three repayment installments under this
funding arrangement have been paid, but each of the repayment
installments of $600,000 which were due to Covanta on April 1,
2010 and July 1, 2010 have not been paid, and Harrisburg has
requested a forbearance period.

                         NEAR FILERS' LIST

                   (in millions)
  Company               Assets       Notable Event
  -------               ------       -------------
Ambac Fin'l          $30,050MM  Preparing Prepack Bankruptcy
Metro-Goldwyn-Mayer   $4,000MM  Mulling Prepack
Blockbuster Inc.      $1,319MM  In Ch. 11 Talks with Lenders
Trico Marine          $1,010MM  In Talks for Ch. 11 Financing
American Media          $900MM  Missed Payments
Network Comms.          $362MM  Missed June 1 Interest Payment
Molecular Insight        $75MM  Forbearance Expires Aug. 16
Nord Resources           $37MM  Defaulted on Secured Notes
Forterra Environmental      --  "No Longer Going Concern"
RCLC Inc.                   --  Forbearance Expires July 16
Oriental Trading            --  Waivers Expire Aug. 18
New York Racing Assoc.      --  Facing Insolvency in 2011
Centro NP                   --  Working on Restructuring
Skilled Healthcare Group    --  $670MM Jury Verdict in July

                     ADDED TO LIST THIS MONTH

United West. Bancorp  $2,221MM  Forbearance Ends Sept. 30
TerreStar Corporation $1,402MM  Bankruptcy Warning
Trico Marine          $1,013MM  Preparing Bankruptcy
RHI Entertainment       $544MM  Bankruptcy Warning
Network Communications  $362MM  Forbearance Ends Aug. 31
Boston Generating           --  Bankruptcy Sale Prepared
Penhall International       --  Missed Aug. 1 Payment

                       OUT OF LIST

* Has Filed for Chapter 11:

American Safety        $100MM++ July 28, 2010 Petition Date


* Corporate Lawyer Eric R. Markus Joins Andrews Kurth
------------------------------------------------------
Andrews Kurth LLP disclosed that Eric R. Markus has joined the
Washington, DC office as a Partner in the Corporate/Securities
practice group.

"I am excited to bring my practice to Andrews Kurth," said Eric.
"I look forward to joining the firm's strong Corporate/Securities
section."

Eric has a broad practice that encompasses complex corporate
transactions, mergers and acquisitions, securities law compliance
and debtor and creditor representations in bankruptcy proceedings.
He has over twenty years of experience representing public and
private companies in a variety of corporate and commercial
transactions.

Eric has been the lead attorney for a variety of companies in
connection with mergers, acquisitions and divestitures.  He also
regularly advises hedge funds and others on complex matters
arising under Section 13 and Section 16 of the Securities Exchange
Act of 1934.  He also has extensive experience in corporate
reorganizations and restructurings.

"We are thrilled to welcome Eric to the firm," said Shemin
Proctor, Managing Partner of the Washington, DC office.  "He has a
wealth of experience that we believe will greatly benefit our
clients."

In 1986, Eric earned his J.D. from Yale Law School and his M.P.A.
from Princeton University. He received his B.A., magna cum laude,
from Yale University in 1982.

                     About the Andrews Kurth

For more than a century, Andrews Kurth lawyers have advised the
companies, investors and business leaders who define global
commerce and capital markets.  Andrews Kurth's Corporate practice
group regularly earns top-tier league scorecard rankings.

                     About Andrews Kurth LLP

For more than a century, Andrews Kurth has built its practice on
the belief that "straight talk is good business."  Real answers,
clear vision and mutual respect define the firm's relationships
with clients, colleagues, communities and employees.  With 400
lawyers and offices in Austin, Beijing, Dallas, Houston, London,
New York, The Woodlands and Washington, DC, Andrews Kurth
represents a wide array of clients in multiple industries.


* 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        1,632.5        (475.7)    (783.9)
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)
WEIGHT WATCHERS   WTW US        1,090.1        (344.4)    (693.5)
SUN COMMUNITIES   SUI US        1,167.4           -       (123.0)
TENNECO INC       TEN US        2,980.0         286.0      (47.0)
WR GRACE & CO     GRA US        4,053.3       1,257.7     (229.5)
CABLEVISION SYS   CVC US        7,631.6           3.8   (6,183.6)
IPCS INC          IPCS US         559.2          72.1      (33.0)
UNISYS CORP       UIS US        2,714.4         366.1   (1,080.1)
MOODY'S CORP      MCO US        1,957.7        (134.2)    (491.9)
UAL CORP          UAUA US      20,134.0      (1,590.0)  (2,756.0)
CABLEVISION SYS   CVY GR        7,631.6           3.8   (6,183.6)
PETROALGAE INC    PALG US           4.7         (13.9)     (48.0)
VECTOR GROUP LTD  VGR US          850.0         288.8      (19.6)
CHENIERE ENERGY   CQP US        1,769.5          37.3     (503.5)
DISH NETWORK-A    DISH US       9,031.0         608.6   (1,580.3)
HEALTHSOUTH CORP  HLS US        1,756.1         112.5     (429.9)
VENOCO INC        VQ US           709.1          14.1     (118.6)
NATIONAL CINEMED  NCMI US         725.5          90.2     (381.7)
PROTECTION ONE    PONE US         562.9          (7.6)     (61.8)
OTELCO INC-IDS    OTT-U CN        333.3          25.6       (1.2)
THERAVANCE        THRX US         232.4         180.2     (126.0)
OTELCO INC-IDS    OTT US          333.3          25.6       (1.2)
EXPRESS INC       EXPR US         718.1          38.4      (81.8)
CARDTRONICS INC   CATM US         472.6         (25.3)      (2.1)
SUPERMEDIA INC    SPMD US       3,261.0         522.0      (22.0)
ARVINMERITOR INC  ARM US        2,817.0         313.0     (909.0)
DISH NETWORK-A    EOT GR        9,031.0         608.6   (1,580.3)
JUST ENERGY INCO  JE-U CN       1,780.6        (470.0)    (279.3)
DOMINO'S PIZZA    DPZ US          418.6          88.0   (1,263.1)
TEAM HEALTH HOLD  TMH US          828.2          80.0      (37.8)
INCYTE CORP       INCY US         493.7         340.3     (104.8)
REGAL ENTERTAI-A  RGC US        2,575.0        (219.7)    (283.5)
KNOLOGY INC       KNOL US         648.0          48.7      (13.5)
GRAHAM PACKAGING  GRM US        2,096.9         228.4     (612.2)
FORD MOTOR CO     F US        183,156.0     (23,512.0)  (3,541.0)
UNITED RENTALS    URI US        3,574.0          24.0      (50.0)
WORLD COLOR PRES  WC CN         2,641.5         479.2   (1,735.9)
WORLD COLOR PRES  WCPSF US      2,641.5         479.2   (1,735.9)
REVLON INC-A      REV US          776.3          76.9   (1,011.8)
WORLD COLOR PRES  WC/U CN       2,641.5         479.2   (1,735.9)
JAZZ PHARMACEUTI  JAZZ US          97.3         (24.2)     (16.3)
LIBBEY INC        LBY US          794.2         144.4      (11.7)
INTERMUNE INC     ITMN US         161.4          84.7      (46.5)
COMMERCIAL VEHIC  CVGI US         276.9         111.2      (10.4)
AFC ENTERPRISES   AFCE US         114.6          (2.0)     (11.5)
US AIRWAYS GROUP  LCC US        8,131.0        (220.0)    (168.0)
AMER AXLE & MFG   AXL US        2,027.7          31.7     (520.4)
ALASKA COMM SYS   ALSK US         627.4          15.0      (11.3)
FORD MOTOR CO     F BB        183,156.0     (23,512.0)  (3,541.0)
BLUEKNIGHT ENERG  BKEP US         297.3        (431.2)    (149.9)
SALLY BEAUTY HOL  SBH US        1,517.1         345.6     (523.9)
CENTENNIAL COMM   CYCL US       1,480.9         (52.1)    (925.9)
EPICEPT CORP      EPCT SS          11.4           3.3      (10.2)
RURAL/METRO CORP  RURL US         286.2          38.7     (100.9)
AMR CORP          AMR US       25,885.0      (2,015.0)  (3,930.0)
RSC HOLDINGS INC  RRR US        2,690.2        (120.0)     (33.8)
HALOZYME THERAPE  HALO US          51.5          38.3      (14.1)
MORGANS HOTEL GR  MHGC US         774.4          50.5       (4.3)
MANNKIND CORP     MNKD US         239.6          11.0     (137.7)
CC MEDIA-A        CCMO US      17,286.8       1,240.8   (7,209.3)
NPS PHARM INC     NPSP US         193.8         129.0     (179.5)
LIONS GATE        LGF US        1,592.9        (783.4)      (1.6)
INNVEST REAL EST  INN-U CN      1,904.2           -       (469.2)
SINCLAIR BROAD-A  SBGI US       1,539.8          52.1     (170.4)
ACCO BRANDS CORP  ABD US        1,064.0         242.5     (125.6)
QWEST COMMUNICAT  Q US         18,959.0        (424.0)  (1,241.0)
PALM INC          PALM US       1,007.2         141.7       (6.2)
CENVEO INC        CVO US        1,553.4         199.9     (183.8)
IDENIX PHARM      IDIX US          77.2          38.1       (7.3)
PLAYBOY ENTERP-A  PLA/A US        189.0         (12.4)     (27.6)
PLAYBOY ENTERP-B  PLA US          189.0         (12.4)     (27.6)
PDL BIOPHARMA IN  PDLI US         271.5         (66.5)    (434.9)
VIRGIN MOBILE-A   VM US           307.4        (138.3)    (244.2)
GENCORP INC       GY US           963.4         140.3     (241.2)
SANDRIDGE ENERGY  SD US         3,128.7        (109.4)    (118.5)
CONSUMERS' WATER  CWI-U CN        887.2           3.2     (258.0)
LIN TV CORP-CL A  TVL US          783.5          28.7     (156.5)
GLG PARTNERS INC  GLG US          400.0         156.9     (285.6)
GLG PARTNERS-UTS  GLG/U US        400.0         156.9     (285.6)
WARNER MUSIC GRO  WMG US        3,655.0        (546.0)    (174.0)
ARQULE INC        ARQL US         118.5          53.9       (4.1)
HOVNANIAN ENT-A   HOV US        2,029.1       1,358.9     (137.0)
HOVNANIAN ENT-B   HOVVB US      2,029.1       1,358.9     (137.0)
EASTMAN KODAK     EK US         6,791.0       1,423.0     (208.0)
STEREOTAXIS INC   STXS US          50.9          (0.2)      (0.8)



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Howard
C. Tolentino, Joseph Medel C. Martirez, Denise Marie Varquez,
Philline Reluya, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2010.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


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