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         T R O U B L E D   C O M P A N Y   R E P O R T E R

             Wednesday, July 28, 2010, Vol. 14, No. 207

                            Headlines


143 LEWISVILLE: Cannot Pay American Bank's Lien; Case Dismissed
3 G PROPERTIES: Has Until October 13 to File Reorganization Plan
4352 S. PRARIE: Voluntary Chapter 11 Case Summary
ABC OQUOSSOC: Voluntary Chapter 11 Case Summary
ABITIBIBOWATER INC: Bowater Creditors Can Join Rights Offering

ACROSS MEDIA: Aug. 30 Deadline to File Chapter 11 Admin. Claims
ADVANCED MICRO: Moody's Assigns 'Ba3' Rating on $500 Mil. Notes
ADVANCED MICRO: S&P Upgrades Ratings to 'B+' on Improved Leverage
AEI: Fitch Affirms 'BB' Rating on $1 Bil. Senior Secured Term Loan
AIRCASTLE LIMITED: Moody's Assigns 'Ba2' Corporate Family Rating

AIROCARE INC: Files Schedules of Assets and Liabilities
AIROCARE INC: Taps Venable LLP to Handle Reorganization Case
ALLY FINANCIAL: ResCap Auction Now in Second Round
ALLY FINANCIAL: To Release 2nd Quarter Results on August 3
AMERICAN AXLE: Fitch Upgrades Issuer Default Rating to 'B'

AMERICAN EQUITY: S&P Gives Stable Outlook, Affirms 'BB+' Rating
ARIZONA MARKET: Files for Bankruptcy to Stop Foreclosure
ARROW TRUCKING: Ch. 7 Trustee Selects Firm to Probe TAB Claim
ART PICCADILLY: Three Hotels Owned by Regis File for Bankruptcy
ARTECITY PLAZA: Files for Chapter 11 to Compete Project

ASSOCIATED BANC: S&P Affirms 'BB-' Counterparty Credit Rating
ATLANTIC SOUTHERN: Posts $4 Million Net Loss in 2nd Quarter
AVA SALES: Case Summary & 4 Largest Unsecured Creditors
AVALON OIL: Significant Losses Prompt Going Concern Doubt
B&C KWIK: Case Summary & 3 Largest Unsecured Creditors

BERNARD MADOFF: Picard Prepares New Lawsuits Against Investors
BLOCKBUSTER INC: NYSE Files Form 25 to Delist Class A & B Shares
BLOCKBUSTER INC: Shareholders Group Says Bankruptcy Not Needed
BLOCKBUSTER INC: Wattles Unloads 2.3 Million Class B Shares
BP PLC: Reports $17BB Q2 Net Loss; Eyes Sale of $30BB in Assets

BROTHERS BEDDING: Voluntary Chapter 11 Case Summary
BULOVA TECH: Plan Promises Full Payment of All Creditors' Claims
CALUMET SPECIALTY: Moody's Withdraws B3 Rating on $450 Mil. Notes
CAPITAL GROWTH: Has Plan to Convert Debt to Equity
CENTAUR LLC: New Plan Returns 83% to First-Lien Lenders

CENTAUR LLC: Credit Suisse Opposes $192MM Lawsuit by Creditors
CENTAUR LLC: Eyes Construction and Sale of Valley View Downs
CHEMTURA CORP: Court OKs Sale of Dutch Engine Lubricant Business
CHEMTURA CORP: Dow Pushes $1.7 Million Cleanup Claim
CHEMTURA CORP: Equity Panel Loses Bid to End Exclusivity

CHEMTURA CORP: Makes Required Changes to Disclosure Statement
CHEMTURA CORP: Proposes to Amend $50MM Replacement DIP Facility
CIT GROUP: To Enter Into Talks to Refinance $4-Billion Facility
CITIGROUP INC: Said to Have Sold AIG Protection to Goldman
COACH AMERICA: S&P Affirms 'B-' Corporate Credit Rating

COEUR D'ALENE MINES: Directors Dispose of Shares for Tax Purposes
COMSTOCK HOMEBUILDING: Lenders Elect to Be Paid in Stock
CONTINENTAL AIRLINES: EU Antitrust Commission Approves UAL Merger
CONTINENTAL AIRLINES: Merger Has Minimal Impact on Frontline Jobs
CONTINENTAL AIRLINES: FAA Imposes $230,000 Penalty 2008 Flight

CORUS BANKSHARES: Court Fixes August 13 as Claims Bar Date
CRS MANAGEMENT: Plan Outline Hearing Continued Until August 3
CYBERCO HOLDINGS: Substantive Consolidation Argument Blocked
DAISY BAKER'S: Files for Chapter 11 Protection in New York
DEL MONTE: Fitch Says Liquidity Healthy, Debt Structures Balanced

DELTA AIR: IAM & AFA Apply for Union Elections
DELTA AIR: Inks Pacts to Sell Mesaba, Compass Subsidiaries
DELTA AIR: Seeks Disallowance of WTC Claims
DOLE FOOD: Fitch Says Liquidity Healthy, Debt Structures Balanced
DREIER LLP: Trustees Make Settlement for Lawsuit Proceeds

ENVIROSOLUTIONS HOLDINGS: Cramdown Plan Confirmed
EQUITY LIFE: Court Dismisses Chapter 11 Case
EURAMAX HOLDINGS: Taps BofA and Deutsche Bank in Shares Sale
EVEREST HOLDINGS: Creditors Win Bid to Examine 7677 East Deal
FILM DEPARTMENT: Posts $4.1 Million Net Loss in Qtr Ended March 31

FLEETWOOD ENTERPRISES: Files Amended Joint Plan of Liquidation
FONTAINEBLEAU L.V.: $19 Mil. in Claims Change Hands for June
FONTAINEBLEAU L.V.: Judge Cristol Certifies Questions of Law
FONTAINEBLEAU L.V.: Water FX Has May Meacham as Counsel
FORD MOTOR: Posts $2.6 Billion Net Income for 2nd Quarter

FREDDIE MAC: Files June 2010 Monthly Volume Summary
GARY MCLEAN: Creditors Have Until Sept. 20 to File Proofs of Claim
GENERAL MOTORS: Lawmaker Questions AmeriCredit Purchase
GENERAL MOTORS: Said to Sell Chevrolet Volt for About $40,000
GREAT ATLANTIC: Names New CEO as Part of Turnaround Strategy

GREAT ATLANTIC: Posts $122 Million Net Loss for June 19 Quarter
GREEKTOWN HOLDINGS: Issues Stock/Warrants on Plan Effective Date
GREEKTOWN HOLDINGS: Provides Details on $385 Million Notes
GREEKTOWN HOLDINGS: Superholdings Files Form D with SEC
GREEKTOWN HOLDINGS: Superholdings Gives Details on Board Covenants

GTE REINSURANCE: Debt Discharge Proposed for Solvent R.I. Insurer
HENRY ANDERSON, JR: To Pay Creditors from Law Firm's Revenues
HIGHLANDS OF LOS GATOS: Sec. 341(a) Meeting Scheduled for Aug. 25
HIGHLANDS OF LOS GATOS: Taps Charles Greene as Bankruptcy Counsel
HOLIDAY ISLE: Files for Chapter 11 in Mobile, Alabama

HOWARD ROSS: Plan Outline & Confirmation Hearing Set for August 3
INNKEEPERS USA: Proposes to Grant Admin. Priority to Suppliers
INNKEEPERS USA: Proposes to Keep Customer Programs
INNKEEPERS USA: Proposes to Keep Insurance Program
JAWMIN L.L.C.: Case Summary & 4 Largest Unsecured Creditors

JENNIFER CONVERTIBLES: Gets OK to Hire BMC Group as Claims Agent
JENNIFER CONVERTIBLES: Filing of Schedules Extended by 20 Days
JENNIFER CONVERTIBLES: Taps Olshan Grundman as Bankruptcy Counsel
JENNIFER CONVERTIBLES: US Trustee Appoints 9 Members to Panel
JENNIFER CONVERTIBLES: Liquidator Is Lead Bidder for Retail Stores

JETBLUE AIRWAYS: Director Rhoades Sells 4,730 Shares
JMG EXPLORATION: Posts $105,000 Net Loss in Q1 2010
K2 PURE: S&P Assigns 'BB-' Rating on $115 Mil. Senior Loan
KENNETH STARR: New York Court Sets Bail at $10 Million
LBI MEDIA: S&P Revises Outlook to Stable, Affirms 'B-' Rating

LC RIVERSIDE: Case Summary & 6 Largest Unsecured Creditors
LEHMAN BROTHERS: Seeks to Reclassify Greensboro Property
LEHMAN BROTHERS: Files Report on Settled Unsecured Claims
LEHMAN BROTHERS: Receives OK to Reject 5 Derivative Contracts
LEHMAN BROTHERS: Revises List of Artwork for Sotheby's Auction

LEHMAN BROTHERS: Wins Nod to Hire Reed Smith as Insurance Counsel
LEHMAN BROTHERS: Borstein Services Expanded
LIQUIDATION OUTLET: Court Fixes October 5 as Claims Bar Date
LIQUIDATION OUTLET: Gets Another 120 Days to File Chapter 11 Plan
LOCATION BASED: Amends Feb. 28 Qtr. Report, Posts $1.9MM Net Loss

LOCATION BASED: Posts $1.2 Million Net Loss in Q3 Ended May 31
MARINA DISTRICT: Moody's Assigns 'B2' Rating on $725 Mil. Notes
MARINA DISTRICT: S&P Assigns Corporate Credit Rating at 'B+'
MERUELO MADDUX: Wants to Proceed with Own Plan
MGIC INVESTMENT: Moody's Upgrades Senior Debt Ratings to 'B3'

NEFF CORP: Plan Confirmation Scheduled for September 14
NEXITY FINANCIAL: Case Summary & 16 Largest Unsecured Creditors
NPS PHARMACEUTICALS: Directors Acquire 2,500 Deferred Stock Units
OCEAN SMART: Posts $310,000 Net Loss in Q3 Ended May 31
PACIFIC BANCORP: Ford Financial & Treasury Deals Are On Track

PACIFICA STUDIOS: Seeks to Block Foreclosure of Owners
PALISADES PARK: Chapter 11 Reorganization Case Dismissed
PALM BEACH FINANCE: Kaufman Firm Settles Malpractice Suit
PARSONS FAMILY: Case Summary & 4 Largest Unsecured Creditors
PETTERS GROUP: Kaufman Firm Settles Malpractice Suit

PINE MOUNTAIN: Taps Jenkins & Jenkins Bankruptcy Counsel
PRODUCTION RESOURCE: Moody's Affirms 'B2' Corp. Family Rating
QUANTUM CORP: Inks Termination & Release Deal with Ex. VP Lopatin
RIVER ROAD: Secured Lender Opposes Sale, Has Rival Plan
SCHOONOVER ELECTRIC: Organizational Meeting Set for Aug. 6

SHREWSBURY STREET: Case Summary & Largest Unsecured Creditor
SMITHFIELD FOODS: Fitch Says Liquidity Healthy, Debt Balanced
STATION CASINOS: Court OKs Additional Work for Ernst & Young
TRIBUNE CO: Parts of Examiner Report Sealed
TRIGEM COMPUTER: Bondholders Prevail in Earmarking Dispute

TYSON FOODS: Fitch Says Liquidity Healthy, Debt Balanced
UAL CORP: EU Antitrust Commission Approves Continental Merger
UAL CORP: May Face Fines Over Tarmac Delays
UAL CORP: Seeks Confidential Treatment of Form 10-Q Exhibits
UAL CORP: Settles With Mesa on Illinois Proceeding

UNIGENE LABORATORIES: Continues Two-Year Phase III Study 2302
UNITED PENTECOSTAL: Case Summary & 2 Largest Unsecured Creditors
US SECURITY: S&P Raises Corporate Credit Rating to 'B+'
VIJAY TANEJA: Chapter 11 Trustee Initiates 45 Lawsuits
VUANCE LIMITED: Fahn Kanne Raises Going Concern Doubt

WAREHOUSE AT VAN BUREN: Case Summary & Largest Unsec. Creditors
WASHINGTON MUTUAL: Disc. Statement Hearing Postponed to Sept. 7
WASHINGTON MUTUAL: Examiner Report Due August 6
WASHINGTON MUTUAL: Preferreds Want OTS Compelled to Send Documents
WASHINGTON MUTUAL: Trustee Taps Hochberg to Probe Settlement Deal

WILD GAME: Files for Chapter 11 in Oakland, California
WILD GAME: Case Summary & 20 Largest Unsecured Creditors
W.R. GRACE: Court Takes Judicial Notice of Garlock Case
W.R. GRACE: Hikes Net Income to $51.0 Million in Q2 of 2010
W.R. GRACE: ZAI U.S. Counsel Awarded C$2 Million in Admin. Fees

* Lowenstein Sandler Taps Norman Kinel as Partner
* Vault.Com Names Weil Gotshal No. 1 Bankruptcy Law Firm

* Upcoming Meetings, Conferences and Seminars


                            ********


143 LEWISVILLE: Cannot Pay American Bank's Lien; Case Dismissed
---------------------------------------------------------------
The Hon. Brenda T. Rhoades of the U.S. Bankruptcy Court for the
Eastern District of Texas dismissed the Chapter 11 case of 143
Lewisville Partners, LLC.

The Debtor, which sought the dismissal, determined that it will
not be able to liquidate the four tracts of partially developed
commercial real estate in Denton County, Texas, at a sufficient
price quickly enough to fully satisfy The American Bank of Texas'
lien.  The Debtor noted that without being able to satisfy the
Bank's lien in full, there is no prospect of reorganization.

Plano, Texas-based 143 Lewisville Partners, LLC, filed for Chapter
11 bankruptcy protection on May 29, 2010 (Bankr. E.D. Tex. Case
No. 10-41789).  Kenneth A. Hill, Esq., at Quilling, Selander,
Cummiskey & Lownds, assists the Company in its restructuring
effort.  The Company estimated its assets and debts at $10,000,001
to $50,000,000.


3 G PROPERTIES: Has Until October 13 to File Reorganization Plan
----------------------------------------------------------------
The Hon. J. Rich Leonard of the U.S. Bankruptcy Court for the
Eastern District of North Carolina directed 3 G Properties,
LLC, to file a disclosure statement and plan of reorganization by
October 13, 2010.

Wake Forest, North Carolina-based 3 G Properties, LLC, dba
Granville Park Partners, LLC, Lake Glad Road Commercial, LLC, dba
Lake Glad Road Partners, LLC, filed for Chapter 11 bankruptcy
protection on June 14, 2010 (Bankr. E.D. N.C. Case No. 10-04763).
Gregory B. Crampton, Esq., and Kevin L. Sink, Esq., at Nicholls &
Crampton, P.A., represent the Company in its restructuring effort.
The Company estimated its assets and debts at $10,000,001 to
$50,000,000 as of the Petition Date.


4352 S. PRARIE: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: 4352 S. Prarie, LLC
        2134 West Chicao Avenue
        Chicago, IL 60622

Bankruptcy Case No.: 10-32285

Chapter 11 Petition Date: July 21, 2010

Court: U.S. Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Pamela S. Hollis

Debtor's Counsel: Karen J. Porter, Esq.
                  Porter Law Network
                  230 West Monroe, Suite 240
                  Chicago, IL 60606
                  Tel: (312) 372-4400
                  Fax: (312) 372-4160
                  E-mail: kjplawnet@aol.com

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

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

The Company did not file a list of creditors together with its
petition.

The petition was signed by Alex Nakonechny, member manager.


ABC OQUOSSOC: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: ABC Oquossoc Marine, LLC
          dba Oquossoc Marine
        87 Carry Road
        Oquossoc, ME 04964

Bankruptcy Case No.: 10-11126

Chapter 11 Petition Date: July 21, 2010

Court: U.S. Bankruptcy Court
       Eastern District of Maine (Bangor)

Judge: Louis H. Kornreich

Debtor's Counsel: Michael A. Fagone, Esq.
                  Bernstein, Shur, Sawyer & Nelson
                  P.O. Box 9729
                  Portland, ME 04104-5029
                  Tel: (207) 774-1200
                  E-mail: mfagone@bernsteinshur.com

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

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

The Company did not file a list of creditors together with its
petition.

The petition was signed by Patricia Nash, member and manager.


ABITIBIBOWATER INC: Bowater Creditors Can Join Rights Offering
--------------------------------------------------------------
Bill Rochelle at Bloomberg News reports that AbitibiBowater Inc.
is amending the commitment agreement for the $500 million rights
offering to permit creditors of a Bowater financing subsidiary to
buy stock if their claims are eventually approved.  The amendment
will also extend the deadline for approval of the disclosure
statement until Aug. 6.  The hearing to approve the amendment is
scheduled for July 30.

Bloomberg relates that the Company's proposed reorganization plan
is financed in part by an offering to sell $500 million in
convertible notes.  The Court in June approved a backstop
agreement where some creditors agreed to buy the notes if eligible
creditors don't.

A hearing is now set for July 30 where Abitibi hopes the
bankruptcy judge will approve the disclosure statement explaining
the plan.

                     About AbitibiBowater

AbitibiBowater produces a wide range of 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.  Marketing its products in more than 90
countries, the Company is also among the world's largest recyclers
of old newspapers and magazines, and has third-party certified
100% of its managed woodlands to sustainable forest management
standards.  AbitibiBowater's shares trade over-the-counter on the
Pink Sheets and on the OTC Bulletin Board under the stock symbol
ABWTQ.

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).  Judge Kevin J. Carey
presides over the case.  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).  Judge Carey also
handles the Chapter 15 case.  Pauline K. Morgan, Esq., and Sean T.
Greecher, Esq., at Young, Conaway, Stargatt & Taylor, in
Wilmington, represent the Chapter 15 Debtors.

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).


ACROSS MEDIA: Aug. 30 Deadline to File Chapter 11 Admin. Claims
---------------------------------------------------------------
The United States Bankruptcy Court for the District of Colorado
has set Aug. 30, 2010, as the last date for any party holding a
debt incurred by ACROSS MEDIA NETWORKS, L.L.C., as Debtor in
Possession, while it operated under Chapter 11 of the United
States Bankruptcy Code to file an application with the Court for
that debt to be treated as an administrative expense.

In order to have your debt treated as an administrative expense
you must file an application and give notice as provided in 11
U.S.C. Sec. 503(b) and pursuant to Local Bankruptcy Rule 9013-1.
If you have already filed a proof of claim with the Court, that
filing does not allow your claim to be paid as an administrative
expense unless you also follow the requirements of 11 U.S.C. Sec.
503(b).  All administrative expense applications must be filed
with Clerk of the Court in Denver

Across Media Networks, L.L.C., sought chapter 11 protection
(Bankr. D. Colo. Case No. 01-21603) on Sept. 19, 2001, and the
case converted to a chapter 7 liquidation proceeding on Apr. 12,
2002.  The Chapter 7 Trustee is:

        David E. Lewis, Esq.
        1314 Main Street, #102
        Louisville, CO 80027
        Telephone: (303) 666-1217

As reported by the Denver Post, in 1999, Credit Suisse valued
cable-television entrepreneur David Downey's Golden. Colo.-based
company, Across Media Networks, LLC, at $75 million.  Across Media
had more than 130 employees, its programming reached five million
cable subscribers in 98 markets through distribution deals with
cable giants, including Comcast.  Then he did a deal with Timothy
Rigas of Adelphia Communications.  Adelphia made a multimillion-
dollar investment in Across Media Networks with a promise to
invest tens of millions more.  By February 2001, Mr. Downey found
himself among the very first to allege fraud at Adelphia.  In a
lawsuit, Mr. Downey claimed Adelphia's investment was "Adelphia's
scheme to steal" his company.  In August 2007, Adelphia's
bankruptcy estate agreed to settle the case for $6.38 million --
payable in Time Warner stock -- following a sale of substantially
all of Adelphia's cable television assets to Time Warner.


ADVANCED MICRO: Moody's Assigns 'Ba3' Rating on $500 Mil. Notes
---------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to the proposed
$500 million senior unsecured debt offering by Advanced Micro
Devices.  The outlook remains positive.

The rating and outlook reflect the company's improved financial
leverage, stable to improving market positions, and the longer
term benefits from establishing a fabless business model, which
enhances AMD's prospects to generate more consistent profitability
and cash flow going forward.

The company's proposed debt offering and concurrent cash tender
offer for up to $800 million in aggregate principal amount of its
outstanding convertible senior notes due 2015 (unrated) is
consistent with Moody's deleveraging expectations that, in part,
supported Moody's ratings upgrade in May 2010.

Rating assigned include:

* $500 million senior unsecured notes due May 2020 -- rated Ba3

Ratings affirmed include:

* Corporate Family Rating: Ba3

The last rating action for AMD was on May 10, 2010, when Moody's
raised the company's corporate family rating to Ba3 from B2 and
assigned a positive outlook.

Advanced Micro Devices, Inc., headquartered in Sunnyvale,
California, is the world's second largest designer of
microprocessors and also a leader in graphics processors.  AMD
generated $6.3 billion of revenue for the twelve months ended June
2010.


ADVANCED MICRO: S&P Upgrades Ratings to 'B+' on Improved Leverage
-----------------------------------------------------------------
S&P raises ratings to 'B+' following improved operations and
leverage.

U.S. microprocessor supplier Advanced Micro Devices Inc. has
established solid operating results over the past four quarters
and is proposing its second delevering transaction since November
2009.

S&P is largely delinking AMD from GlobalFoundries, and on a stand-
alone basis, reported leverage is (pro forma for the transaction)
about 2.4x.

S&P is raising the corporate credit and senior unsecured ratings
to 'B+' from 'B-' and assigning the new rating to $500 million of
new notes being issued.

The outlook is stable, reflecting S&P's expectation that AMD will
sustain recent operating trends despite ongoing high levels of
business risk.


AEI: Fitch Affirms 'BB' Rating on $1 Bil. Senior Secured Term Loan
------------------------------------------------------------------
Fitch Ratings has affirmed the ratings of AEI:

  -- Issuer Default Rating at 'BB';
  -- US$1 billion Sr. Secured term loan at 'BB';
  -- US$500 million Sr. Secured revolving credit facility at 'BB'.

The Rating Outlook for AEI has been revised to Positive from
Stable.  The Positive Outlook reflects the company's moderation in
growth and improvements in the macroeconomic conditions where its
operating companies are located.  Going forward, the AEI's growth
strategy is expected to be focused on investing in existing assets
and large acquisitions are less likely.  Over the past four years,
cash flow (subsidiary distributions) from investment grade
countries and investment grade assets has increased to
approximately 60% from almost none four years ago.  This is the
result of sovereign improvement (especially Brazil and Peru) and
to a lesser extent to the company's expansion in investment grade
markets.  The Positive Outlook also reflects the company's
increased cash flow diversification.

AEI's ratings reflect the company's solid portfolio of energy
companies, which are focused in four primary lines of business
electric distribution, power generation, natural gas distribution
and natural gas transportation and generate a relatively
predictable cash flow stream to AEI.  The company's key operating
assets have a relatively stable base of revenues and cash flows as
the majority of their revenues are either from contracted power
purchase agreements or from regulated energy businesses; stable
operating cash flow translates into more predictable dividend
flows to AEI.  AEI's ratings also reflect the holding company's
structural subordination to its subsidiaries' debt as well as its
adequate credit metrics.

                    Geographic Diversification:

AEI's cash flow and geographic diversification moderately reduce
the company's exposure to a downturn in any particular market,
regulatory changes and/or a key operating asset.  The company's
operating assets are concentrated in Latin America as
approximately 70% of total subsidiary distributions to the parent
company in 2009 came from this region.  Presently, the company's
most important Latin American markets are Brazil ('BBB-', Positive
Outlook), Colombia ('BB+', Stable Outlook), Peru ('BBB-', Positive
Outlook) and Chile ('A', Stable Outlook).  Together, cash flow to
parent form these countries accounted for 60% and 52% of 2009
AEI's consolidated operating income and total subsidiary
distributions to the parent company, respectively, excluding
divested assets.

AEI's cash flows are, for the most part, dividends received from
its operating subsidiaries and are somewhat concentrated in six
operating companies, some of which present solid investment grade-
like credit profiles.  Fitch expects these key assets to provide
in excess of 60% of total distributions to the parent company on
average over the next several years, absent a significant
acquisition or divestiture within the portfolio.  The largest
contributor to AEI's is Elektro, a low-risk electric distribution
business serving approximately 2.1 million customers in the state
of Sao Paulo, Brazil.  Elektro is expected to account for
approximately one third of total subsidiary distributions to AEI
over the next few years.  AEI's other key operating assets are
Colombia's Promigas (rated 'BBB-'), Generadora San Felipe Limited
Partnership (Dominican Republic), Trakya Elektrik (Turkey), Luz
del Sur (Peru) and Chilquinta (Chile).

                     Adequate Credit Metrics:

AEI's financial leverage measures are moderate and consistent with
the rating category.  Consolidated leverage, as measured by total
consolidated debt to consolidated EBITDA, was 3.8 times as of the
latest 12 months ended March 31, 2010.  At the parent company
level only, AEI reported a total parent company debt to
subsidiaries distributions to parent of approximately 2.6x for the
same period.  Financial leverage at the operating company level as
measured by debt to EBITDA is low to moderate on average, and many
of the key assets exhibit investment grade-like characteristics
excluding sovereign related risks.  Some operating companies
generate revenues in local currency, which exposes the parent
company to fluctuations in exchange rates.

As of March 31, 2010, total consolidated debt was US$3.92 billion;
approximately US$1.35 billion, or 34%, was at the holding company,
and the US$2.57 billion balance was at the operating subsidiaries.
At March 31, 2010, parent company debt was composed of a
US$882 million senior secured term loan, a US$293 million senior
secured revolving credit facility balance and US$179 million of
subordinated payment-in-kind notes.  Since Dec. 31, 2008, AEI has
lowered its holding company debt by approximately US$429 million
by repaying approximately US$202 million of its revolving credit
facility and converting US$173 million of PIK notes into equity.
The PIK notes have limited acceleration rights.  Operating
companies' debt is generally funded in local currencies, reducing
foreign exchange risk.

Structural Subordination:

AEI's credit ratings incorporate the structural subordination of
the parent company debt to the debt at its operating companies.
AEI is an energy holding company that relies on dividends and
interest and principal payments from intercompany loans to service
its debt.  The vast majority of the dividends received are from
companies controlled by AEI.  For the LTM ended March 31, 2010,
subsidiaries' distributions to the parent company covered debt
service by approximately 4.8x, and going forward, distributions
are expected to cover debt service estimated at US$120 million in
excess of 3.0x.  As of the LTM ended March 31, 2010, consolidated
EBITDA, as measured by operating income plus depreciation and
amortization, was US$1.038 billion.  Total subsidiary
distributions to AEI amounted to approximately US$508 million
during 2009.  Going forward, Fitch expects distributions to AEI to
range between US$500 million and US$550 million per annum and will
vary depending on exchange rate fluctuations.


AIRCASTLE LIMITED: Moody's Assigns 'Ba2' Corporate Family Rating
----------------------------------------------------------------
Moody's Investors Service assigned a Ba2 Corporate Family Rating
to Aircastle Limited and a Ba3 rating to the company's $300M
Senior Unsecured Notes due 2018.

The Ba2 CFR reflects Aircastle's competitive mid-tier position
within the aircraft leasing industry, as well as its record of
profitable operations during the economic downturn.  The rating
also considers Aircastle's strong capital levels, manageable and
relatively well-balanced risk exposures (geographic, aircraft and
customer), and experienced management team.

At the same time, the monoline nature of Aircastle's operations
represents a constraint on the firm's rating.  Although Aircastle
has benefited from growth in emerging markets air travel, the
cyclical nature of the airline industry exposes the company to
weakened aircraft demand, lower lease renewal rates and declines
in aircraft utilization levels during industry downturns.  These
conditions can lead to lower asset yields, higher operating costs,
and a higher risk of impairment charges, with potentially adverse
consequences for Aircastle's profitability and access to funding.
Moody's believes that the older average age of Aircastle's
aircraft in comparison to leading competitors potentially
exacerbates the company's asset impairment and liquidity risks.

In addition, Aircastle's dependence on secured debt results in a
high level of encumbered assets that limits the firm's financial
and operational flexibility.  Aircastle has limited alternate
sources of liquidity to meet its operating and financial
obligations.

As a partially offsetting strength, Aircastle maintains a
satisfactory capital position, as reflected by an effective
leverage measure of 1.9x at March 31, 2010.  Additionally, the
company's unrestricted cash balances ($122 million at March 31,
2010) and the long term, matched nature of its funding mitigates
liquidity concerns.  The rating incorporates Moody's expectation
that Aircastle will continue to employ prudent capital and
liquidity strategies.

A further rating consideration is Aircastle's franchise
positioning, which in Moody's view is not as strong as certain
more established competitors.  Some competitors have an advantage
with respect to aircraft purchasing power and opportunity, as well
as the global breadth and quality of their airline customers.

The notching for the Ba3 Senior Note rating reflects the
substantial amount of secured debt in Aircastle's capital
structure.

The rating outlook is stable, based on Moody's expectation that
Aircastle will continue to exhibit profitability in line with
recent historical bounds, that leverage will remain below 2.5x,
and that liquidity and access to capital will continue to be
carefully managed.

Aircastle Limited is an aircraft lessor headquartered in Stamford,
CT, and had $3.8 billion in flight equipment held for lease as of
March 31, 2010.


AIROCARE INC: Files Schedules of Assets and Liabilities
-------------------------------------------------------
AirOcare, Inc., filed with the U.S. Bankruptcy Court for the
Eastern District of Virginia its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property           $21,360,578
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $1,014,647
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $204,349
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $6,754,918
                                 -----------      -----------
        TOTAL                    $21,360,578       $7,973,914

Dulles, Virginia-based AirOcare, Inc., filed for Chapter 11
bankruptcy protection on May 29, 2010 (Bankr. E.D. Va. Case No.
10-14519).  Lawrence Allen Katz, Esq., at Venable LLP, assists the
Company in its restructuring effort.  In its petition, the Company
estimated $10,000,001 to $50,000,000 in assets and liabilities.


AIROCARE INC: Taps Venable LLP to Handle Reorganization Case
------------------------------------------------------------
The Hon. Robert G. Mayer of the U.S. Bankruptcy Court for the
Eastern District of Virginia authorized AirOcare, Inc., to employ
Lawrence A. Katz, Esq. and Venable LLP as counsel.

Venable is expected to represent the Debtor in the Chapter 11
proceedings.

Mr. Katz, a partner of Venable , assures the Court that the firm
is a "disinterested person" as that term is defined in
Section 101(14) of the Bankruptcy Code.

Mr. Katz can be reached at:

     Venable LLP
     8010 Towers Crescent Drive, Suite 300
     Vienna, VA 22182
     Tel: (703) 760-1600
     Fax: (703) 821-8949

                       About AirOcare, Inc.

Dulles, Virginia-based AirOcare, Inc., filed for Chapter 11
bankruptcy protection on May 29, 2010 (Bankr. E.D. Va. Case No.
10-14519).  In its petition, the Company estimated $10,000,001 to
$50,000,000 in assets and liabilities.


ALLY FINANCIAL: ResCap Auction Now in Second Round
--------------------------------------------------
According to Reuters' Paritosh Bansal and Megan Davies, sources
familiar with the matter said an auction of Ally Financial's
Residential Capital has advanced into the second round, with some
would-be buyers circling the assets, but a sale of the mortgage
lender faces hurdles.

The sources told Reuters, the list of potential bidders includes
private equity firm Centerbridge Partners, insurer MetLife Inc and
specialty asset management firm Private National Mortgage
Acceptance Co. (PennyMac), which is backed by money manager
BlackRock Inc.

Another source told Reuters, private equity firm Blackstone Group,
which in March was said to be looking at ResCap, is no longer
seriously pursuing the mortgage lender.

The sources said there is no guarantee any of these firms will
actually put in bids.  One source told Reuters certain bidders
only want parts of ResCap -- legacy loan assets, mortgage
servicing and origination -- although the sellers would prefer to
sell ResCap in its entirety.

The source said Ally, formerly known as GMAC Inc, hopes to close
on a deal by the end of the year.

"Ally Financial continues to explore strategic alternatives for
its mortgage operation with the goal of reducing risk and
preserving value," Reuters quoted Ally as saying in a statement.
"We are evaluating all options thoughtfully, while defining a
viable long term strategy. There is nothing more to announce at
this time."

Reuters notes MetLife, Blackstone, BlackRock and PennyMac declined
to comment. Centerbridge was not immediately available for
comment. The sources are anonymous because the sale process is
private.

According to Reuters, a sale of ResCap is an important part of
Ally's turnaround.  The U.S. government injected more than $17
billion into Ally and holds a 56.3% stake as a result. Private
equity firm Cerberus Capital Management LP owns 14.9% of GMAC,
while General Motors Co owns 6.7%.

Ally has hired Goldman Sachs Group Inc. and Citigroup Inc. to
advise on a range of issues, including strategic alternatives for
the mortgage business and repayment of taxpayer funds.

                     About Ally Financial Inc.

Ally Financial Inc. (formerly GMAC Inc.) -- http://www.ally.com/
-- is one of the world's largest automotive financial services
companies.  As the official preferred source of financing for
General Motors, Chrysler, Saab, Suzuki and Thor Industries
vehicles, Ally offers a full suite of automotive financing
products and services in key markets around the world.  Ally's
other business units include mortgage operations and commercial
finance, and the company's subsidiary, Ally Bank, offers online
retail banking products.  With more than $179 billion in assets as
of March 31, 2010, Ally operates as a bank holding company.

GMAC obtained a $17 billion bailout from the U.S. government in
exchange for a 56.3% stake. Private equity firm Cerberus Capital
Management LP keeps 14.9%, while General Motors Co. owns 6.7%.

The Company has tapped Goldman Sachs Group Inc. and Citigroup Inc.
to advise on a range of issues, including strategic alternatives
for the mortgage business and repayment of taxpayer funds.


ALLY FINANCIAL: To Release 2nd Quarter Results on August 3
----------------------------------------------------------
Ally Financial Inc. will release its second quarter 2010 financial
results for Tuesday, Aug. 3, 2010.  The press release, including
financial highlights, will be issued at 8 a.m. EDT via PR Newswire
and on the Ally Media Center Website (http://media.ally.com).

Ally Chief Executive Officer Michael A. Carpenter and Interim
Chief Financial Officer James Mackey will host a conference call
at 9 a.m. EDT to review the company's performance.  The call will
include a review of the results, followed by a question and answer
session. The call is expected to last approximately 60 minutes.

Conference Call Information: Dial 1-866-383-8003 (or +1-617-597-
5330 for international access) at least 10 minutes prior to the
start time and enter the participant code 97561166.

The conference call will also be webcast live on Ally's Investor
Relations Website in the Events & Presentations section --
http://www.ally.com/about/investor/events-presentations/index.html

The presentation will be posted in the Events & Presentations
section of Ally's Investor Relations Website on Aug. 3, 2010, at
approximately 8 a.m. EDT.

Archive: A taped replay of this call will be made available from
12 p.m. EDT, Aug. 3, 2010, until Aug. 10, 2010. Please dial 1-888-
286-8010 (or +1-617-801-6888 for international access) and enter
participant code 11660191 to access the taped replay. A replay of
the webcast will also be made available on the Ally Investor
Relations Website.

Ally's board of directors declared quarterly dividend payments for
certain outstanding preferred stock.  The dividends were declared
on July 14, 2010, and are payable on Aug. 16, 2010.

A quarterly dividend payment was declared on Ally's Fixed Rate
Cumulative Mandatorily Convertible Preferred Stock, Series F-2, of
approximately $257 million, or $1.125 per share.  This preferred
stock was issued to the U.S. Department of the Treasury on Dec.
30, 2009.

A quarterly dividend payment was also declared on Ally's Fixed
Rate Cumulative Perpetual Preferred Stock, Series G.  The dividend
totals approximately $45 million, or $17.31 per share, and is
payable to shareholders of record as of Aug. 2, 2010.  This series
of preferred stock was issued to investors in connection with the
company's private exchange and cash tender offers, which were
completed in December 2008.

                     About Ally Financial Inc.

Ally Financial Inc. (formerly GMAC Inc.) -- http://www.ally.com/
-- is one of the world's largest automotive financial services
companies.  As the official preferred source of financing for
General Motors, Chrysler, Saab, Suzuki and Thor Industries
vehicles, Ally offers a full suite of automotive financing
products and services in key markets around the world.  Ally's
other business units include mortgage operations and commercial
finance, and the company's subsidiary, Ally Bank, offers online
retail banking products.  With more than $179 billion in assets as
of March 31, 2010, Ally operates as a bank holding company.

GMAC obtained a $17 billion bailout from the U.S. government in
exchange for a 56.3% stake. Private equity firm Cerberus Capital
Management LP keeps 14.9%, while General Motors Co. owns 6.7%.

The Company has tapped Goldman Sachs Group Inc. and Citigroup Inc.
to advise on a range of issues, including strategic alternatives
for the mortgage business and repayment of taxpayer funds.


AMERICAN AXLE: Fitch Upgrades Issuer Default Rating to 'B'
----------------------------------------------------------
Fitch Ratings has upgraded American Axle's ratings:

American Axle & Manufacturing Holdings, Inc.

  -- Long-term Issuer Default Rating to 'B' from 'B-'.

American Axle & Manufacturing, Inc.

  -- Long-term IDR to 'B' from 'B-';
  -- Senior secured bank facility to 'BB-/RR2' from 'B+/RR2';
  -- Senior secured notes to 'BB-/RR2' from 'B+/RR2';
  -- Senior unsecured notes to 'CCC/RR6' from 'CC/RR6'.

The ratings cover approximately $1.2 billion of outstanding
existing debt.  The Outlook is Stable.

The upgrade is supported by improvements in the credit profile
which have been achieved and are expected to continue.  The
favorable changes come from AXL's significant cost cutting efforts
and higher production from General Motor's since plant shutdowns
occurred in mid-2009.  Changes to the company's capital structure
in December 2009 also strengthened the balance sheet and extended
debt maturities.  AXL has financial support from GM, its largest
customer which accounted for 78% of sales in 2009.  A modest
amount of improvement in sales diversification is expected in the
near term as the company has increased its backlog in markets
outside the U.S. and new business launches with new customers have
begun in 2010 and are scheduled for the next few years.

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.
AXL remains dependent on GM and its sales of light pickup trucks
and SUVs.  If GM or its end markets for trucks or SUVs
deteriorate, AXL is likely to follow.  Furthermore, while a number
of supplier bankruptcies occurred in 2009 and some plants were
closed, excess capacity still exists in the auto industry.

At the end of the first quarter of 2010, AXL had liquidity of
$544 million.  Cash was $177 million, short-term investments were
$3 million and availability on its secured revolver was
$264 million; AXL also has access to a $100 million delayed-draw
second-lien term loan from GM.

Fitch projects that AXL will generate modest free cash flow in
2010 following the negative free cash flow of $126 million in
2009.  In 2010, free cash flow should benefit from lower working
capital requirements since AXL receives expedited payments from
GM.  Since September 2009, GM has been paying terms of net 10 days
in exchange for a 1% discount; prior payments were approximately
45 days.  Accelerated payments extend through June 30, 2011.  AXL
can elect to continue to receive expedited payment terms through
Dec. 31, 2013.  When the expedited payments are terminated, terms
will be approximately 50 days which will increase working capital
requirements.

Leverage has been high but declining.  At the end of the first
quarter of 2010, leverage (total debt/EBITDA) was 7.1 times which
is significantly lower than 10.7x at the end of 2009.  Net
leverage (total debt less cash/EBITDA) was 5.8x.  AXL has publicly
stated that it hopes to achieve a net leverage ratio of 3.0x by
the end of 2010 but that it may reach its goal before then.  With
the outlook for significant growth in EBITDA in 2010 against 2009,
Fitch believes that this is an achievable target.

Dividends were suspended in January 2009 and cost cutting efforts
were made before and during the global automotive slump.  The
company estimates that fixed and variable operating costs were cut
by over 50%, or $700 million and that it can break even on a U.S.
SAAR (seasonally adjusted annual rates) of 10 million light
vehicles.  These improvements are a result of the 2008 labor
negotiations and restructuring actions which reduced manufacturing
capacity in the U.S. while increasing capacity in other parts of
the world which offered more competitive costs.

At the end of 2009, the pension plan was 58% funded (or
$261 million underfunded).  The OPEB plan was $507 million
underfunded (fully underfunded).  In the first quarter of 2010,
AXL contributed $25 million to its pension plans.  No further
contributions are planned for the balance of the year.

The Recovery Ratings reflect Fitch's expectations under a scenario
in which the distressed enterprise value is allocated to various
debt classes.  The secured Recovery Rating remains 'RR2' which
indicates a 71%-90% recovery.  The unsecured notes remain 'RR6'
which indicates a recovery of 0%-10% in the event of a default.


AMERICAN EQUITY: S&P Gives Stable Outlook, Affirms 'BB+' Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
American Equity Investment Life Holding Co. and its operating
company, American Equity Investment Life Insurance Co., to stable
from negative.  At the same time, Standard & Poor's affirmed its
'BB+' counterparty credit rating on AEIL and its 'BBB+'
counterparty credit and financial strength ratings on AEL.

"S&P revised the outlook to stable to reflect the minimization of
regulatory pressure from the SEC in its bid to regulate indexed
annuities, the principal product sold by AEL, following the U.S.
Court of Appeals vacating the SEC's rule 151(A) that was due to
take effect in 2011," said Standard & Poor's credit analyst Kevin
Maher.  "In addition, over the ratings outlook horizon, S&P
believes it is unlikely that the SEC will resume substantial
efforts to classify indexed annuities as securities, which is a
prerequisite to bringing them within the SEC's regulatory
authority."

The ratings reflect AEL's strong growth and good operating
performance supported by AEIL's access to the capital markets.  It
is also Standard & Poor's opinion that, relative to AEL's indexed
annuity peers, the company has heightened event risk arising from
the combination of AEL's almost-exclusive focus on fixed indexed
annuities coupled with what S&P believes is its aggressive
asset/liability management profile.

Specifically, ALM-related event risk can arise should cash payout
demands from annuity contracts exceed cash inflow from new sales,
which would likely necessitate the sale of investments to cover
cash needs.  This is particularly important after interest rates
or spreads increase because the assets sold to cover cash
requirements could have depressed market values resulting in
material realized capital losses.

"S&P expects AEL to continue to drive strong top-line growth,
generate good earnings that adequately support its fixed-charge
coverage requirements, and not meaningfully increase its financial
leverage," said Mr. Maher.  The stability and direction of
interest rates and structure of the indexed annuity market remain
vital to AEL's risk profile.  The stressed economic environment
makes these elements less predictable.  Should the SEC ultimately
be successful in classifying fixed indexed annuities as securities
and thereby asserting its regulatory authority, it would likely
result in meaningfully higher compliance costs and other
constraints that could adversely affect AEL's financial strength.


ARIZONA MARKET: Files for Bankruptcy to Stop Foreclosure
--------------------------------------------------------
Joyce Lobeck at Yuma Sun reports that Arizona Market Place filed
for bankruptcy under Chapter 11 to halt a foreclosure proceeding.
Attorney A. James Clark said the stay of the foreclosure would
give the Company time to get its finances in order and a
"breathing room" so that the market can continue to operate.

Yuma Sun relates that the property had been scheduled to be sold
in a trustee sale at 11 a.m. Friday in the front lobby of Yuma's
Chicago Title Insurance Co., listed as the current trustee.   The
trustee sale notice listed 1st Bank Yuma as the beneficiary, with
an original principal balance of $2.2 million.

Mr. Clark, according to the report, maintained that AZMP LLC, the
parent company for Arizona Market Place, had been current with its
payments to 1st Bank Yuma when the bank foreclosed.  "It came as a
shock.  We feel it was unjustified."

Arizona Market Place -- http://www.azmarketplace.com/-- is
located south of the intersection of 32nd Street and Avenue 4E
Yuma, Arizona.  Dan Dinwiddie is the sole owner after buying out
his partners.


ARROW TRUCKING: Ch. 7 Trustee Selects Firm to Probe TAB Claim
-------------------------------------------------------------
Truckinginfo.com reports that the U.S. Bankruptcy Court for the
Northern District of Oklahoma authorized Arrow Trucking's
bankruptcy trustee, Patrick Malloy III, to employ Stueve Siegel
Hanson to assist in the investigation of Transport Alliance Bank's
claim against the Company.

Transport Alliance Bank sued the Company alleging fraud and
racketeering.  The suit also alleged Company executives received
extremely excessive and over-market salaries relative to their job
duties.  The bank claimed the Company's executive defrauded
$12.5 million, according to the report.

Tulsa-based Arrow Trucking is a 61-year-old trucking business that
suspended operations Dec. 22, 2009.  Arrow Trucking filed a
Chapter 7 bankruptcy liquidation petition Jan. 8, 2010, listing
assets and liabilities at between $100 million and $500 million.

According to Land Line Magazine, since the bankruptcy filing, more
than $4 million has been recovered for the bankruptcy estate.  An
auction on July 20 for Arrow Trucking's 26-acre maintenance
facility netted $1.6 million from the buyer, a unit of Miller
Truck Lines of Stroud, Oklahoma.


ART PICCADILLY: Three Hotels Owned by Regis File for Bankruptcy
---------------------------------------------------------------
Regis Hotels I LLC said 185-room Piccadilly Inn Airport, 194-room
Piccadilly Inn Shaw and 78-room Piccadilly Inn Express filed
separate Chapter 11 voluntary petitions in the U.S. Bankruptcy
Court for the Eastern District of Texas.

The Dallas-based companies -- Art Piccadilly Shaw LLC, Art
Piccadilly Airport LLC (Bankr. E.D. Tex. Case No. 10-42374) and
Art Piccadilly Chateau LLC -- that own three of the hotels filed
for bankruptcy July 19.

According to Business Journal reports that, the hotels owe
$28.7 million in loans to Far East National Bank, which loans are
secured by deeds of trust and other guarantees.  The bank said it
is still owed $27.1 million.  The bank sued Regis Hotel in Fresno
County Superior Court seeking foreclosure of the three properties,
alleging no loan payments have been made since November 2009.

The report relates that Regis Hotel said it owes $60,048 for
utility service to Pacific Gas & Electric co. and $288,957 for
back property taxes to Fresno County.

Regis Hotels I LLC operates hotels in Fresno County, California.


ARTECITY PLAZA: Files for Chapter 11 to Compete Project
-------------------------------------------------------
Artecity Plaza LLC and its unitsfiled Chapter 11 bankruptcy on
July 27 (Bankr. S.D. Fla. Case No. 10-31411) to use $2.7 million
in construction financing to complete its 113-unit North and South
Towers.  Construction at the project halted last summer after
Artecity's construction lender, Corus Bank, was taken over by the
Federal Deposit Insurance Corp.  Artecity's loan was included with
the Corus Bank loans sold by the FDIC last year to an investor
group headed by Starwood Capital Group.  The investor group has
sued to foreclose the project.  The FDIC is providing the investor
group with billions of dollars of financing on generous terms.

Prior to filing Chapter 11, Artecity sought approval from the FDIC
financed investor group for Artecity's proposal to finance
completion of the project with the $2.7 million fund raised from
Artecity's principals.  "The investor group's response was not
encouraging so Chapter 11 became the best way for Artecity to
complete the project," said Thomas Lehman of Levine Kellogg Lehman
Schneider + Grossman LLP, attorney for Artecity.  Lehman added,
"When Congress decided to fund the bailout of the banking
industry, I don't think that it intended for government financing
to be used to block small developers like Artecity from risking
its own money to restart a project stalled after a bank failure.
Chapter 11 gives us the level playing field we need to complete
Artecity's development."

Artecity's principals remain committed to completing the project
and closing the 93 condominium units still under contract with
purchasers and have raised more than $2.7 million for debtor-in-
possession construction financing from many of Artecity's original
investors.  "Artecity's North and South Towers are more than 95
percent complete. T hey will be finished in four months and
closings will resume immediately after," said Claudio Benedetti,
manager of the project.

Benedetti continued, "Artecity is committed to the successful
conclusion of this project.  The new construction loan together
with completion of construction will achieve the best result for
all creditors of Artecity, the current owners of completed units
and those purchasers who are eager to close their contracts to buy
a unit."

Artecity has requested the bankruptcy court to approve the new
construction loan and expects a court hearing on its request in
two weeks.

Contact:

   Kreps/De Maria
   Sissy DeMaria or
   Cindi Perantoni,
   Tel: 305-663-3543
   E-mail: sdemaria@krepspr.com
   E-mail: cperantoni@krepspr.com

Artecity is the partially completed, 202-unit condominium
development in Miami Beach.

Artecity Plaza listed assets of $50,000,000 to $100,000,000 and
debts of $10,000,000 to $50,000,000.


ASSOCIATED BANC: S&P Affirms 'BB-' Counterparty Credit Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it removed its
ratings on Associated Banc Corp. and banking subsidiary Associated
Bank N.A. from CreditWatch, where they were placed with negative
implications on April 28, 2010.

At the same time, S&P affirmed its ratings on the companies,
including the 'BB-' counterparty credit rating on Associated and
the 'BB+' on the banking subsidiary.

The outlook is stable.

"The rating action reflects S&P's opinion that Associated's credit
quality is improving along with significant declines in loan-loss
provisioning and net charge-offs, and declines in nonperforming
assets since last year," said Standard & Poor's credit analyst
Sunsierre Newsome.  "S&P believes that these measures are still
high but recognize management's progress in removing problem
assets from the bank's balance sheet, especially through bulk
sales."

Associated reported a $10.2 million loss for second-quarter 2010,
compared with a $33.8 million loss in the first quarter.  Lower
loan-loss provisions, to $98 million from $165 million, drove the
improvement.

In S&P's view, however, Associated has a riskier loan portfolio
than other regional banks based on its loan mix.


ATLANTIC SOUTHERN: Posts $4 Million Net Loss in 2nd Quarter
-----------------------------------------------------------
Atlantic Southern Financial Group, Inc., filed its quarterly
report on Form 10-Q, reporting a net loss of $4.0 million for the
three months ended June 30, 2010, compared with a net loss of
$23.8 million for the same period of 2009, which included a
$19.5 million non-cash charge for impairment of goodwill.

The net loss was primarily driven by adding $2.0 million to the
allowance for loan losses and paying approximately $1.4 million in
FDIC quarterly assessments.  Atlantic Southern's net loss for the
first six months of 2010 was $5.7 million, compared to the net
loss of $23.0 million for the first six month of 2009 which
included the non-recurring charge for goodwill impairment.

The net interest income for the second quarter of 2010 was
$3.8 million compared to $4.5 million for the same period a year
earlier, which represents a decrease of $711,929.  The net
interest margin was 1.82% for the second quarter of 2010 compared
to 1.94% for the second quarter of 2009.  "Uncollected interest on
non-accrual loans continued to impact the net interest margin in
the second quarter.  Our cost of funds has declined, and as credit
quality improves over the next several quarters we believe our net
interest margin should rebound," Mark A. Stevens, President and
Chief Executive Officer, said.

The Company's nonperforming assets increased approximately
$13.1 million, or 9.53%, to approximately $150.1 million as of
June 30, 2010, as compared to $137.0 million as of December 31,
2009.  Non-accrual loans decreased approximately $7.0 million from
December 31, 2009, to June 30, 2010, largely due to approximately
$25.1 million moving to other real estate owned and other assets,
$5.7 million in partial charge-offs on non-accrual loans and
approximately $4.6 million in pay downs.  Other real estate owned
increased $20.7 million from December 31, 2009, to June 30, 2010.

At June 30, 2010, the allowance for loan loss amounted to
$19.3 million, or 2.91% of total loans outstanding compared to
$21.5 million, or 2.99% of total loans outstanding at December 31,
2009.  Provision for loan losses decreased approximately
$3.7 million for the second quarter of 2010 to $2.0 million
compared to the same period in 2009.  While there has been an
increase in nonperforming loans and an overall decrease in loan
activity for the three and six months ended June 30, 2010,
compared to the three and six months ended June 30, 2009, the
Company decreased its provision for loan losses based on
management's analysis of the allowance for loan losses.

At June 30, 2010, total gross loans were $663.9 million, down
$54.6 million or 7.60%, from December 31, 2009.  Total deposits at
June 30, 2010, were $835.1 million, a decrease of $26.0 million,
or 3.02%, from December 31, 2009.

Total shareholders' equity was $24.2 million at June 30, 2010.
The Bank's total risk-based capital ratio at June 30, 2010, was
5.83% compared to 6.19% at December 31, 2009.  The Company and the
Bank were considered "significantly undercapitalized" by bank
regulatory authorities as of June 30, 2010.

                          Balance Sheet

The Company's balance sheet at June 30, 2010, showed
$911.6 million in assets, $887.4 million of liabilities, and
$24.2 million of stockholders' equity.

                       Going Concern Doubt

The Company recorded a net loss of $59.2 million in 2009 and
continued in the first half of 2010 in recording a net loss of
$5.7 million.  These net losses are primarily the result of
significant increases in the provision for loan losses in 2009,
the recognition of goodwill impairment in 2009, the establishment
of a valuation allowance against the Company's deferred tax asset
in 2009, a decrease in the Company's net interest margin due to
the loss of interest on non-accrual loans and from the purchase of
low-yielding investment securities during 2009, a significant
increase in the FDIC quarterly assessment in 2009 and 2010 and
increases in other real estate expenses due to the increase in
foreclosed properties in 2009 and 2010.

"The impact of the current financial crisis in the U.S. and abroad
is having far-reaching consequences and it is difficult to say at
this point when the economy will begin to recover.  As a result,
it cannot be assured that the Company will be able to resume
profitable operations in the near future, if at all."

On September 11, 2009, Atlantic Southern Bank, the wholly-owned
subsidiary bank of Atlantic Southern Financial Group, Inc.,
entered into a Stipulation and Consent to the Issuance of an Order
to Cease and Desist with the Federal Deposit Insurance Corporation
and the, whereby the Bank consented to the issuance of an Order to
Cease and Desist (the "Order").

On September 11, 2009, Atlantic Southern Bank, the wholly-owned
subsdiary bank of Atlantic Southern Financial Group, Inc.,
consented to the issuance of an Order to Cease and Desist by the
FDIC and the Georgia Department of Banking and Finance.  As part
of the Order, the Bank is required to increase its capital and
maintain certain regulatory capital ratios.

"The Company's ability to raise additional capital will depend on
conditions in the capital markets at that time, which are outside
its control, and on its financial performance.  Accordingly, the
Company cannot be certain of its ability to raise additional
capital on terms acceptable to them.  The Company's inability to
raise capital or comply with the terms of the Order raises
substantial doubt about its ability to continue as a going
concern."

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

               http://researcharchives.com/t/s?6714

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

               http://researcharchives.com/t/s?6715

                     About Atlantic Southern

Macon, Ga.-based Atlantic Southern Financial Group, Inc. (NASDAQ:
ASFN) operates nine banking locations in the middle Georgia
markets of Macon and Warner Robins, five locations in the coastal
markets of Savannah, Darien, Brunswick, one location in the south
Georgia market of Valdosta, Georgia and one location in the
northeast Florida market of Jacksonville, Florida.  The Company
specializes in commercial real estate and small business lending.


AVA SALES: Case Summary & 4 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: AVA Sales & Leasing, LLC
        508 Lookout, Suite 14
        Richardson, TX 75080

Bankruptcy Case No.: 10-42400

Chapter 11 Petition Date: July 21, 2010

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

Judge: Brenda T. Rhoades

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

According to the schedules, the Company says that assets total
$1,896,000 while debts total $1,250,524.

A copy of the Company's list of 2 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/txeb10-42400.pdf

The petition was signed by Doug Hyde, managing member.


AVALON OIL: Significant Losses Prompt Going Concern Doubt
---------------------------------------------------------
Avalon Oil & Gas, Inc., filed on July 22, 2010, its annual report
on Form 10-K for the year ended March 31, 2010.

Bernstein & Pinchuk LLP, in New York, expressed substantial doubt
about the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has incurred
significant losses from operations since its inception and has a
working capital deficiency.

The Company reported a net loss of $2,273,164 on $262,660 of
revenue for fiscal 2010, compared with a net loss of $2,381,029 on
$320,712 of revenue for fiscal 2009.

The Company's balance sheet at March 31, 2010, showed $2,475,222
in assets, $1,529,542 of liabilities, and $945,680 of
stockholders' equity.

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

                  http://researcharchives.com/t/s?6716

Minneapolis, Minn.-based Avalon Oil & Gas, Inc., was originally
incorporated in Colorado in April 1991 under the name Snow Runner
(USA), Inc.   The Company is currently in the process of raising
funds to acquire oil and gas properties and related oilfield
technologies, which the Company plans to develop into commercial
applications.


B&C KWIK: Case Summary & 3 Largest Unsecured Creditors
------------------------------------------------------
Debtor: B&C Kwik Kar, LLC
        dba Kwik Kar-Wurzbach
        8551 Wurzbach Road
        San Antonio, TX 78240

Bankruptcy Case No.: 10-52747

Chapter 11 Petition Date: July 21, 2010

Court: United States Bankruptcy Court
       Western District of Texas (San Antonio)

Judge: Leif M. Clark

Debtor's Counsel: Keith M. Baker, Esq.
                  1313 NE Loop 410, Suite 100
                  San Antonio, TX 78209
                  Tel: (210) 822-1714
                  Fax: (210) 822-1778
                  E-mail: kmblaw@sbcglobal.net

Scheduled Assets: $66,201

Scheduled Debts: $1,002,938

A list of the Company's 3 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/txwb10-52747.pdf

The petition was signed by William G. Parsons, managing member.


BERNARD MADOFF: Picard Prepares New Lawsuits Against Investors
--------------------------------------------------------------
American Bankruptcy Institute reports that Irving Picard, the
court-appointed trustee recovering money for Bernard L. Madoff's
victims, is preparing a wave of new lawsuits seeking to wrest
funds away from investors who also were duped by the Ponzi scheme.

                      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: NYSE Files Form 25 to Delist Class A & B Shares
----------------------------------------------------------------
The New York Stock Exchange filed two Form 25s with the Securities
and Exchange Commission on July 23 to remove from listing and
registration Blockbuster Inc.'s Class A and Class B common stock.

As reported by the Troubled Company Reporter, Blockbuster said on
July 1 that preliminary tabulation figures received from the
inspector of election for the company's 2010 annual meeting show
that while the company's proposal to convert each outstanding
share of Class B common stock into Class A common stock and the
company's reverse stock split proposal each received the
overwhelming approval of votes cast, due to a low vote turnout,
the proposals did not receive the required affirmative vote of the
majority of the votes of the outstanding Class A and Class B
shares voting as a single class.

The proposal to effect the reverse stock split was made in part to
allow the company to take action to facilitate regaining
compliance with the continued listing criteria of the NYSE, on
which both the Class A and Class B common stock currently trade.
Among such criteria is the requirement that common stock maintain
a $1.00 minimum average closing price.

In November 2009, Blockbuster was notified by the NYSE that its
Class A common stock did not satisfy the NYSE's continued listing
standard that requires the average closing price of a listed
security to be no less than $1.00 per share over a consecutive 30-
trading-day period. Under the NYSE's rules, Blockbuster had
through the date of the annual meeting within which to cure this
deficiency. Because the reverse stock split proposal was not
approved by the requisite number of votes, the NYSE informed the
company that it intends to begin the process to delist both the
Class A and Class B common stock.

                     About Blockbuster Inc.

Blockbuster Inc. is a global provider of rental and retail movie
and game entertainment.  It has a library of more than 125,000
movie and game titles.  The Company may be accessed worldwide at
http://www.blockbuster.com/

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

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

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


BLOCKBUSTER INC: Shareholders Group Says Bankruptcy Not Needed
--------------------------------------------------------------
Niko Celentano, who leads a group of more than 400 shareholders,
representing more than 20% of the voting shares of Blockbuster
Inc., told CEO James Keyes last week a bankruptcy filing is not
necessary at this point.

In a letter dated July 21, Mr. Celentano said his group's biggest
concern would be a bankruptcy filing by Blockbuster before ever
realizing any of its positive revenue streams and partnerships.
With the closing of underperforming stores and more than $200
million in cost cuts announced for fiscal year 2010, the group
believes Blockbuster "is in the process of turning a corner and
becoming profitable again so a bankruptcy filing should ABSOLUTELY
not be necessary."

Mr. Celentano also commented on the ongoing recapitalization
negotiations under way with the bondholders.  "While we understand
the bondholders would want most of the company in exchange for
their debt, we believe this would be selling the company short.
We hope you and the board are conducting your fiduciary
responsibilities and making sure that all deals are in the best
interests of all stakeholders including common shareholders.  We
want to make sure the common shareholders' interests are taken
into proper consideration when you are negotiating any deals with
other stakeholders," he wrote.

Mr. Celentano also told Mr. Keyes his group is excited to "see
what we believe will be increased revenue streams over the next
few quarters from the many initiatives that are already under
way."

Mr. Celentano pointed out that:

     -- the Company's 28-day advantage over rivals Netflix Inc.
        and Redbox for some new movie releases should have a
        positive effect on Q2 same store sales and on other
        quarters moving forward.

     -- the Movie Gallery liquidation should have a tremendous
        effect on same store sales in areas where Blockbuster has
        competing locations.

     -- the kiosk deal with NCR will start to produce some
        meaningful revenue by Q4 with 10,000 kiosks in deployment.

     -- the Video on Demand -- wherein Blockbuster would be
        available on more than 150 mobile devices by the end of
        the year -- would create new revenue streams for the
        Company.

Mr. Celentano said the shareholders group is most excited with the
Video on Demand.  "With 75 devices currently including a
Blockbuster application, this will mean we will double the amount
of Blockbuster included devices by the end of this year.
Motorola's Droid X on Verizon has already created a lot of
excitement for the Blockbuster brand and we know this will create
new revenue streams for the company. We are also looking forward
to the cable and satellite partnership(s) you have mentioned and
the additional revenue stream(s) it/they may offer," he said.

According to Mr. Celentano, the Movie Gallery liquidation could
have a negative impact on Q2 due to the clearance of merchandise
at deep discounts in their stores but "we believe these customers
they will certainly have a very positive effect on same store
sales in Q3."

Mr. Celentano also encouraged the Company to take advantage of
NCR's interest in further investing in the entertainment business
and in additional methods of content distribution.

"We hope, once you complete a successful out of court
recapitalization, to help you in whatever way we can to make
Blockbuster the leader once again in the home entertainment
industry.  Our group has professionals from all walks of life,
including the entertainment industry, who have a passionate desire
to see Blockbuster win again," Mr. Celentano said.

                     About Blockbuster Inc.

Blockbuster Inc. is a global provider of rental and retail movie
and game entertainment.  It has a library of more than 125,000
movie and game titles.  The company may be accessed worldwide
at http://www.blockbuster.com/

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

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

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


BLOCKBUSTER INC: Wattles Unloads 2.3 Million Class B Shares
-----------------------------------------------------------
Mark J. Wattles disclosed that his Wattles Capital Management LLC
and HKW Trust sold off an aggregate of 2,323,360 shares of
Blockbuster Inc. Class B common stock in various transactions on
July 22, 23 and 26, 2010.  The shares were sold for between $0.070
and $0.0955.

Mr. Wattles may be deemed to indirectly hold those Class B shares.
Following the sell off, Wattles et al. may be deemed to hold
7,026,508 Class B shares -- which include 4,186,845 shares held
directly by WCM and 2,839,663 shares held directly by HKW Trust.

Mr. Wattles owns 100% of the membership interests of WCM. Mr.
Wattles is the settler and sole trustee of HKW Trust and exercises
sole discretion over HKW Trust.

Mr. Wattles has been unloading his Blockbuster shares.  The
Troubled Company Reporter on July 23, 2010, reported that Mr.
Wattles sold 1,192,622 Class B shares in various transactions
between July 19 and 21.  Those Shares sold for between $0.061 and
$0.066.

As recently as July 13, 2010, WCM and the Trust collectively owned
6,200,000 Class A shares and 11,050,000 Class B shares, which
represents 5.1% of Blockbuster's outstanding Class A Common Stock
and 15.3% of the outstanding Class B Common Stock.

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

                     About Blockbuster Inc.

Blockbuster Inc. is a global provider of rental and retail movie
and game entertainment.  It has a library of more than 125,000
movie and game titles.  The company may be accessed worldwide
at http://www.blockbuster.com/

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

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

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


BP PLC: Reports $17BB Q2 Net Loss; Eyes Sale of $30BB in Assets
---------------------------------------------------------------
BP Plc said on Tuesday it has taken a pre-tax charge of $32.2
billion for the Gulf of Mexico oil spill, including the $20
billion escrow compensation fund previously announced.

BP also plans to sell assets for up to $30 billion over the next
18 months, primarily in the upstream business, and selected on the
basis that they are worth more to other companies than to BP.
This portfolio high grading will leave the company with a smaller
but higher quality Exploration & Production business.

Meanwhile BP continues to access new business opportunities, with
new agreements in Azerbaijan, Egypt, China and Indonesia announced
since the end of the first quarter.

The company said it was taking a prudent approach to managing the
balance sheet and its financial liquidity, to ensure that BP has
the flexibility to meet all of its future financial obligations.
As a result it plans to reduce its net debt level down to a range
of $10 billion to $15 billion within the next 18 months, compared
to net debt of $23 billion at the end of June.  Group capital
spending for 2010 and 2011 will be about $18 billion a year, in
line with previous forecasts.

BP reported a net loss of $17.150 billion for the second quarter
2010 from net income of $6.079 billion for the first quarter.

The Company also announced on Tuesday that CEO Tony Hayward will
step down effective October 1 and be succeeded by fellow executive
Robert Dudley.  BP said Mr. Hayward's departure is by mutual
agreement with the board.

BP chairman Carl-Henric Svanberg said: "The BP board is deeply
saddened to lose a CEO whose success over some three years in
driving the performance of the company was so widely and
deservedly admired.

"The tragedy of the Macondo well explosion and subsequent
environmental damage has been a watershed incident. BP remains a
strong business with fine assets, excellent people and a vital
role to play in meeting the world's energy needs. But it will be a
different company going forward, requiring fresh leadership
supported by robust governance and a very engaged board.

As reported by the TCR on June 17, 2010, BP reached an agreement
with the Obama administration to allocate $20 billion to cover
Gulf of Mexico oil spill claims.  Liabilities aren't capped at $20
billion.

The TCR on July 2 said experts looking at a hypothetical
bankruptcy filing by BP on an ABI media teleconference on June 29
said that BP has several options to explore in dealing with the
worst environment disaster in U.S. history, but the oil giant may
consider bankruptcy if it faces a never-ending flow of claims.

The Houston Chronicle's Tom Fowler said early last month that BP
had dismissed talk that it might seek Chapter 11 bankruptcy
protection in the face of falling stock prices and threats from
government officials to force the oil giant to pay more in costs
related to the massive Gulf of Mexico oil spill.  "We
categorically deny that we have taken advice on Chapter 11
proceedings," a company spokesman told the Chronicle, according to
Mr. Fowler.

                           About BP Plc

BP Plc -- http://www.bp.com/-- is one of the world's largest
energy companies, providing its customers with fuel for
transportation, energy for heat and light, retail services and
petrochemicals products for everyday items.

Bloomberg's Businessweek notes BP represents 5.6% of the FTSE 100
Index, the second biggest weighting of the top U.K.-listed
companies behind London-based bank HSBC Holdings Plc.  BP also
represents the biggest portion of the FTSE 350 Oil & Gas Producers
Index at 31%, and the MSCI EAFE/Energy Index at 16%.


BROTHERS BEDDING: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Brothers Bedding, LLC
        5610 N Broadway Street
        Knoxville, TN 37918

Bankruptcy Case No.: 10-33479

Chapter 11 Petition Date: July 21, 2010

Court: United States Bankruptcy Court
       Eastern District of Tennessee (Knoxville)

Judge: Richard Stair Jr.

Debtor's Counsel: Thomas Lynn Tarpy, Esq.
                  Hagood, Tarpy & Cox PLLC
                  Suite 2100, Riverview Tower
                  900 South Gay Street
                  Knoxville, TN 37902-1537
                  Tel: (865) 525-7313
                  E-mail: ltarpy@htandc.com

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

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

According to the schedules, the Company says that assets total
$437,143 while debts total $1,225,853.

The Company did not file a list of its largest creditors together
with its petition.

The petition was signed by Marty Bass, president.


BULOVA TECH: Plan Promises Full Payment of All Creditors' Claims
----------------------------------------------------------------
The Hon. Michael G. Williamson of the U.S. Bankruptcy Court for
the Middle District of Florida, will consider on Sept. 1, 2010, at
10:30 a.m., the confirmation of Bulova Tech Riverside LLC, and its
debtor-affiliate's Plan of Reorganization.  The hearing will be
held at Courtroom 8A, Sam M. Gibbons United States Courthouse,
801 N. Florida Avenue, Tampa, Florida.  Objections, if any, are
due seven prior to the hearing date.

Ballots accepting or rejecting the Plan are due eight days before
the date of the confirmation hearing.

According to the Disclosure Statement, the Plan provides for the
Debtor to fund the payments under the Plan through cash derived
from operations, from the income generated from a month-to-
month lease to be entered into with Bulova Technologies Group,
Inc., or other third party, and to the extent closed prior to the
effective date, from the sale of the separate property.

The Debtor owns and operates a 465,000 square foot warehousing and
light industrial multi-use facility located at 110 L.E. Barry Road
in Natchez, Mississippi (primary property.)  The Debtor also owns
a non-contiguous separate parcel of property located at 91
Carthage Point Road in Natchez, Mississippi (separate property.)

The Debtor will sell the separate property on or before July 31,
2011.  The net proceeds from the sale of the separate property
will be used to pay priority tax claims and secured tax claims
with any excess to be deposited in the secured claims fund.

Under the Plan, the Debtor intends to pay, in full, all claims of
its secured and unsecured creditors.

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

The Debtor is represented by:

     David S. Jennis, Esq.
     Jennis & Bowen, P.L.
     400 N. Ashley Dr., Suite 2540
     Tampa, FL 33602
     Tel: (813) 229-1700
     Fax: (813) 229-1707
     Email: d4jennis@jennisbowen.com

                  About Bulova Tech Riverside LLC

Seffner, Florida-based Bulova Tech Riverside LLC, fka USSEC
Riverside II, LLC, filed for Chapter 11 bankruptcy protection on
April 12, 2010 (Bankr. M.D. Fla. Case No. 10-08500).  David S.
Jennis, Esq., at Jennis & Bowen, P.L., assists the Company in its
restructuring effort.  The Company estimated its assets and debts
at $10,000,001 to $50,000,000.

The Company's affiliate, EarthFirst Technologies Incorporated,
filed a Chapter 11 petition on June 13, 2008 (Case No. 08-08639).


CALUMET SPECIALTY: Moody's Withdraws B3 Rating on $450 Mil. Notes
-----------------------------------------------------------------
Moody's Investors Service has withdrawn the B3 (LGD 4, 67%) rating
assigned to the $450 million senior unsecured notes offering by
Calumet Specialty Products Partners, L.P.  Moody's is also
withdrawing the B2 Corporate Family Rating, B2 Probability of
Default Rating, and a SGL-3 Speculative Grade Liquidity Rating.

The withdrawal is due to Calumet's decision to not move forward
with a new senior unsecured notes offering at this time.  As a
result, Moody's will maintain the B2 CFR, B3 PDR, and B1 senior
secured ratings at Calumet Lubricants Company, L.P.), the wholly
owned operating company of Calumet.

The last rating action for Calumet Specialty Products Partners was
on July 13, 2010, when Moody's assigned ratings to the company.

Calumet Specialty Products Partners, L.P., is headquartered in
Indianapolis, Indiana.


CAPITAL GROWTH: Has Plan to Convert Debt to Equity
--------------------------------------------------
Capital Growth Systems Inc., known as Global Capacity, filed for
bankruptcy to convert its debt into equity.

According to Bill Rochelle at Bloomberg News, Capital Growth's
debt includes $5.2 million on a senior secured loan owing to
Pivotal Global Capacity LLC.  There is another $38 million on
several issues of secured subordinated convertible debt,
$4 million in unsecured notes, and $15 million owed to utilities.

The Bloomberg report relates that the Company said in a court
filing that there is an agreement on a reorganization plan with
Downtown Capital and some debenture holders who also will supply
financing for the Chapter 11 case.

The Company said it filed in Chapter 11 when out-of-court
negotiations over 14 months were "unsuccessful."

                   About Capital Growth Systems

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

Capital Growth Systems and its affiliates filed for Chapter 11
protection on.  The lead debtor is Global Capacity Holdco LLC
(Bankr. D. Del. Case No. 10-12302).

The Company is represented by Francis A. Monaco, Jr. of Womble
Carlyle Sandridge & Rice.

Capital Growth had revenue of $64.4 million in 2009, resulting in
a $52.8 million net loss including $12.5 million in charges for
impairment of goodwill.  The first quarter of 2010 resulted in a
$2 million loss on revenue of $14.7 million.  Revenue in the
quarter declined 10 percent from the same period in 2009.


CENTAUR LLC: New Plan Returns 83% to First-Lien Lenders
-------------------------------------------------------
Bill Rochelle at Bloomberg News reports that Centaur LLC filed a
revised reorganization plan last week.

According to the report, under the Plan:

   * holders of $405 million in first-lien debt are slated to
     recover about 83% from a combination of mostly new stock and
     debt.

   * Holders of $207 million in second-lien debt will see 1.4%
     through a share of $3 million in pay-in-kind notes and
     recoveries from a litigation trust if the class votes in
     favor of the Plan.

   * Unsecured creditors of Valley View Downs with $61.2 million
     in claims are to have a 0.75 recovery from receiving a share
     of $400,000 in new pay-in-kind notes and some recoveries by
     the litigation trust if they vote for the Plan.

   * Other general unsecured creditors, for their $17.2 million in
     claims, are to have a share of the litigation trust.

The disclosure statement says that the equity of the reorganized
company will have a value between $30 million and $90 million.

According to Bloomberg, Centaur has a July 28 hearing for approval
of auction and sale procedures for the Fortune Valley Hotel &
Casino 40 miles west of Denver.  The initial bid will come from
Luna Gaming Central City LLC.  The price is $7.5 million cash plus
a $2.5 million note, less adjustments.

                       About Centaur LLC

Indianapolis, Indiana-based, Centaur, LLC, aka Centaur Indiana,
LLC -- http://www.centaurgaming.net/-- is an company involved in
the development and operation of entertainment venues focused on
horse racing and gaming.  The Company and its affiliates filed for
Chapter 11 bankruptcy protection on March 6, 2010 (Bankr. D.
Delaware Case No. 10-10799).  Jeffrey M. Schlerf, Esq., at Fox
Rothschild LLP, assists the Company in its restructuring effort.
The Company listed assets of $584 million and debt of
$681 million.

Affiliates Centaur PA Land LP and Valley View Downs LP
filed for bankruptcy reorganization in October to keep alive a
project to develop a racetrack in Pennsylvania.  The filings were
made following the failure to make payments due in October on a
$382.5 million first-lien debt and a $192 million second-lien
credit.

All the companies are subsidiaries of closely held Centaur Inc.,
which isn't in bankruptcy.


CENTAUR LLC: Credit Suisse Opposes $192MM Lawsuit by Creditors
--------------------------------------------------------------
Bankruptcy Law360 reports that lender Credit Suisse AG has asked a
bankruptcy court to reject a bid by unsecured creditors of Centaur
LLC to pursue $192 million in claims on behalf of the Debtor,
saying administrative costs would outweigh benefits to creditors.

Credit Suisse, collateral agent and first-lien lender in Centaur's
Chapter 11 proceeding, objected Friday in the U.S. Bankruptcy
Court for the District of Delaware, Law360 says.

                       About Centaur, LLC

Indianapolis, Indiana-based, Centaur, LLC, aka Centaur Indiana,
LLC -- http://www.centaurgaming.net/-- is an company involved in
the development and operation of entertainment venues focused on
horse racing and gaming.  The Company and its affiliates filed for
Chapter 11 bankruptcy protection on March 6, 2010 (Bankr. D.
Delaware Case No. 10-10799).  Jeffrey M. Schlerf, Esq., at Fox
Rothschild LLP, assists the Company in its restructuring effort.
The Company listed assets of $584 million and debt of $681
million.

Affiliates Centaur PA Land LP and Valley View Downs LP filed for
bankruptcy reorganization in October to keep alive a project to
develop a racetrack in Pennsylvania.  The filings were made
following the failure to make payments due in October on a
$382.5 million first-lien debt and a $192 million second-lien
credit.

All the companies are subsidiaries of closely held Centaur Inc.,
which isn't in bankruptcy.


CENTAUR LLC: Eyes Construction and Sale of Valley View Downs
------------------------------------------------------------
Centaur, LLC, and its debtor-affiliates filed with the U.S.
Bankruptcy Court for the District of Delaware a Disclosure
Statement explaining the proposed Plan of Reorganization, amended
as of July 22, 2010.

As reported by the TCR on May 26, according to the Disclosure
Statement, the Plan contemplates the formation of a NewCo as a
Delaware or Indiana limited liability company.  The Plan will
restructure the obligations under the prepetition first lien and
second lien credit agreement.

Under the Plan, the obligations to holders of other secured claims
will be reinstated.  The Plan provides that holders of unsecured
claims (other than convenience claims) against Valley View Downs,
LP will be cancelled.  Holders of unsecured claims equal to or
less than $10,000, or who elect to reduce the allowed amount of
their claims, in their entirety, to $10,000, will be paid 100% of
their claims in cash; and the Plan provides that all other
prepetition unsecured claims will be cancelled and will not
receive a recovery under the Plan.

                        Treatment of Claims

     Class                           Estimated Recovery
     -----                           ------------------
1 - Priority Non-Tax Claims                100%
2 - First Lien Claims                      79.6%
3 - Second Lien Claim                      1.4%, if Plan is
                                                 accepted
4 - Other Secured Claims                   100%
5 - Valley View Downs Unsecured Claims     1.4%
6 - General Unsecured Claims               None
7 - Convenience Claims                     100%
8 - Intercompany Claims will be cancelled and all holders of
    Intercompany Claims will receive no distribution on account of
    their claims.
9 - Borrower Equity Interests              None
10 - Subsidiary Equity Interests           100%

Under the amended Disclosure Statement, the Debtors relate that
the cash proceeds from the sale of the Fortune Valley property
will likely be distributed at emergence pursuant to the Plan.

The Debtors believe that a sale of the opportunity to develop
Valley View Downs would likely generate more than $50 million, but
the amount of additional value is uncertain at this time.

The Debtors also determined that they are unable to develop Valley
View Downs themselves after considering the capital requirements
of the Valley View Downs project.  The Debtors ceased development
of Valley View Downs and have, since late 2008, been in the
process of marketing the Valley View Downs opportunity for sale.

Although the Debtors have received a number of promising
expressions of interest, the Debtors have yet to obtain a
commitment from any party to acquire the Valley View Downs
opportunity.  To maximize the value of the Valley View Downs
opportunity for the benefit of Valley View Downs, LP's creditors,
the Debtors decided to conduct a blind auction through the Plan of
the Valley View Downs opportunity and the related real property
upon which Valley View Downs would be constructed.

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

                       About Centaur, LLC

Indianapolis, Indiana-based, Centaur, LLC, aka Centaur Indiana,
LLC -- http://www.centaurgaming.net/-- is an company involved in
the development and operation of entertainment venues focused on
horse racing and gaming.  The Company and its affiliates filed for
Chapter 11 bankruptcy protection on March 6, 2010 (Bankr. D.
Delaware Case No. 10-10799).  Jeffrey M. Schlerf, Esq., at Fox
Rothschild LLP, assists the Company in its restructuring effort.
The Company listed assets of $584 million and debt of $681
million.

Affiliates Centaur PA Land LP and Valley View Downs LP filed for
bankruptcy reorganization in October 2009 to keep alive a project
to develop a racetrack in Pennsylvania.  The filings were made
following the failure to make payments due in October on a
$382.5 million first-lien debt and a $192 million second-lien
credit.

All the companies are subsidiaries of closely held Centaur Inc.,
which isn't in bankruptcy.


CHEMTURA CORP: Court OKs Sale of Dutch Engine Lubricant Business
----------------------------------------------------------------
Bankruptcy Law360 reports that a judge has approved Chemtura
Corp.'s sale of a Netherlands-based engine lubricant additives
business to joint venture partner Sonneborn BV in exchange for $5
million in cash and the cancellation of about $14 million in
existing claims.

Judge Robert E. Gerber issued an order Friday in the U.S.
Bankruptcy Court for the Southern District of New York signing off
on the sale, according to Law360.

                        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: Dow Pushes $1.7 Million Cleanup Claim
----------------------------------------------------
Dow Chemical Co. is standing firm in its insistence that Chemtura
Corp. pay more than $1.7 million for environmental remediation
costs for a toxic site in Bakersfield, California, Bankruptcy
Law360 reports.

In spite of its bankruptcy, Chemtura still owes $1,723,804 in
oversight, investigatory, remediation, operational and maintenance
costs associated with the San Joaquim Drum Co. site, Dow said in a
response, according to Law360.

                        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: Equity Panel Loses Bid to End Exclusivity
--------------------------------------------------------
The Official Committee of Equity Security Holders for Chemtura
Corp. requested termination the exclusive periods during which
only Chemtura and its units may file a Chapter 11 plan and solicit
acceptances of that plan.

Fiduciary Counselors, Inc., the independent fiduciary for the
Chemtura Corporation Employee Savings Plan with respect to the
Company Stock Fund, joined in the request.  Counsel to CFI,
Michael St. Patrick Baxter, Esq., at Covington & Burling LLP, in
Washington, D.C., asserted that the Debtors' Plan improperly
diverts to creditors substantial value that rightfully belongs to
the shareholders.  He argues that the Debtors' Plan runs
"roughshod over the interests of shareholders."

The Debtors, however, opposed, contending that the Equity
Committee's request is nothing more than an effort to gain
leverage in plan negotiations.  On the Debtors' behalf, Richard M.
Cieri, Esq., at Kirkland & Ellis LLP, in New York, said the timing
and substance of the Exclusivity Termination Motion reveal it is a
mere litigation and negotiation tactic intended to increase the
Equity Committee's leverage in the plan process.

The Official Committee of Unsecured Creditors echoed the Debtors'
sentiments, saying that the Equity Committee is attempting to
derail the Debtors' Plan simply because it is not satisfied with
the distributions to be made to equity holders under the Plan
despite the significant progress the Debtors have made towards
emerging from Chapter 11.

The Equity Committee countered that the Debtors and the Creditors
Committee are preventing stakeholders from evaluating a far
superior Chapter 11 plan of reorganization.  Jay M. Goffman, Esq.,
at Skadden Arps Slate Meagher & Flom LLP, in New York, said that
Chemtura and the Creditors Committee are attempting to force upon
the Chemtura common stockholders a plan that deprives the fulcrum
security holders of the residual equity value of the Debtors in
favor of an inequitable plan that is premised upon, among other
things, hundreds of millions of dollars in unwarranted
settlements made to various creditors.

Following a hearing last week, the Bankruptcy Court denied the
Equity Committee's request for exclusivity termination, according
to Bloomberg News.  "The Equity Committee has had a seat at the
table," Bloomberg News quoted Judge Gerber as saying.

Judge Gerber cited 22 meetings between Chemtura and the Equity
Committee and explained that Chemtura's size and complexity
favors not ending exclusivity, which could undo agreements
material to the Plan, the news source related.

                       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: Makes Required Changes to Disclosure Statement
-------------------------------------------------------------
Judge Robert Gerber of the U.S. Bankruptcy Court for the Southern
District of New York has approved the Disclosure Statement
explaining the Second Amended Reorganization Plan of Chemtura
Corporation and its debtor affiliates on July 21, 2010, subject
to certain changes, Bloomberg News' Tiffany Kary reports.

The Debtors filed with the Court the second revisions to their
Plan and Disclosure Statement a day before the July 21 hearing.
The revisions were made based on a myriad of objections asserted
by parties-in-interest to the Disclosure Statement.

The Bankruptcy Court, however, makes clear that the approval is
conditional on the Debtors making further changes to the
Disclosure Statement, according to Bloomberg News.

Judge Gerber specifically wants the Debtors to provide a rough
estimate for settlements of pending lawsuits, an information that
was asked by shareholders.

Bloomberg quoted Judge Gerber as saying, "I think giving the
equity committee some help in sensitivity analysis is helpful
here -- but the debtor shouldn't frag itself with its own
grenade."

                      July 20 Plan Revisions

The second amended version of the Debtors' Disclosure Statement
dated July 20 includes these revisions:

  * A letter by The Official Committee of Unsecured Creditors in
    support of the Plan;

  * A note that the Debtors' restructuring strategy with respect
    to Chemtura Canada Co./Cie is only to address the Diacetyl
    Claims already asserted against Chemtura Corporation.  The
    Debtors will, in the event Chemtura Canada commences a
    Chapter 11 case, seek to have all of the Diacetyl Claims
    already filed against Chemtura Corp. deemed to be filed
    against Chemtura Canada.  The Debtors do not intend to set
    a new bar date with respect to Claims against Chemtura
    Canada.  Accordingly, the Debtors do not expect the filing
    of Chemtura Canada to increase the amount of Diacetyl
    Claims presently asserted in their Chapter 11 Cases;

  * The exact estimated range of allowed claims that are
    classified under Classes 6, 7, and 8:

       -- Class 6 2016 Notes Claims: $508,263,159, plus
          postpetition interest at the contract rate, including
          amortization of original issue discount, as provided
          in the 2016 Notes Indenture, plus the Make-Whole
          Settlement Amount; provided, however, that interest
          will not apply to or accrue on the Make-Whole
          Settlement Amount;

       -- Class 7 2009 Notes Claims: $374,532,524, plus
          postpetition interest at the contract rate as provided
          in the 2009 Notes Indenture and the amount of any
          original issuer discount amortized postpetition that
          is estimated to be $23,976 as of July 15, 2009; and

       -- Class 8 2026 Notes Claims: $151,253,447 plus
          postpetition interest at the contract rate including
          amortization of original issue discount, as provided
          in the 2026 Notes Indenture, plus the No-Call
          Settlement Amount; provided, however, that interest
          will not apply to or accrue on the No-Call Settlement
          Amount;

  * The Debtors' agreement with certain stakeholders, including
    the Official Committee of Equity Holders, the Creditors'
    Committee and the Ad Hoc Bondholders' Committee to provide
    holders of interests in Chemtura Corp. with two recovery
    options in the Chapter 11 Cases.

       -- The first option, which will be applicable if holders
          of Class 13a Interests in Chemtura Corp. vote as a
          class to accept the Plan, provides an opportunity for
          a guaranteed recovery without requiring equity holders
          to bear the risk that the amount of Allowed Claims and
          the amounts required to fund the Plan Reserves may be
          higher than the Debtors' estimates.

          The first option also provides the opportunity for
          equity holders to participate in the Rights Offering.

       -- The second option, by contrast, provides that holders
          of Class 13a Interests in Chemtura Corp. will receive
          distributions of all distributable Cash and New Common
          Stock available after all Allowed Claims have been
          paid in full in accordance with the absolute priority
          rule and the Plan Reserves have been funded in amounts
          established by the Bankruptcy Court, in addition to
          the possibility of later distributions in the event
          that the Plan Reserves prove to be higher than the
          amount of Disputed Claims that are ultimately Allowed;

  * A note that the Bankruptcy Code does not require that the
    Debtors or the Plan Support Parties to make the Rights
    Offering available to holders of Class 13a Interests in
    Chemtura Corp.  The Debtors and the Plan Support Parties
    however have determined to make the Rights Offering
    available as an accommodation to the requests of certain
    holders of equity interests and to incentivize Class 13a to
    vote to accept the Plan.  As with all other aspects of the
    global settlement embodied in the Plan Support Agreement, in
    the event the amount of the Rights Offering is increased or
    decreased without agreement among the Debtors and the Plan
    Support Parties, the Plan may not be effectuated, as
    described in the Disclosure Statement.  In that instance,
    there can be no guarantee that an alternative form of rights
    offering will be made available to equity holders.

  * A provision that if Class 13a votes to reject the Plan, each
    holder of an Interest in Chemtura Corp. will receive its Pro
    Rata share of value available for distribution after all
    Allowed Unsecured Claims have been paid in full in
    accordance with the terms of the Plan and the Plan Reserves
    that have been established.

    For the avoidance of any doubt, the Debtors note that the
    estimated range of recovery to holders of Class 13a
    Interests in the event the Class votes to reject the Plan --
    which the Debtors estimate to be from 1.6% to 10.4% of
    distributable value after all Unsecured Claims have been
    paid in full and appropriate reserves have been established
    -- does not directly take into account possible recovery on
    account of follow-on distributions in the event that the
    Plan Reserves exceed the amount necessary to pay all claims
    in full;

  * Provisions that:

       -- The 2016 Notes Claims in Class 6 will be allowed for
          $508,263,159 on account of principal and prepetition
          interest, plus postpetition interest at the contract
          rate, including amortization of original issue
          discount, as provided in the 2016 Notes Indenture,
          plus the Make-Whole Settlement Amount of $50 million;
          provided, however, that interest will not apply to or
          accrue on the Make-Whole Settlement Amount;

       -- The 2009 Notes Claims against Chemtura Corp. and
          Great Lakes Chemical Corporation will be Allowed for
          $374,508,524 on account of principal and prepetition
          interest, plus all postpetition interest at the
          contract rate as provided in the 2009 Notes Indenture,
          and, for the avoidance of doubt, the amount of any
          original issue discount amortized postpetition, which
          is estimated in the amount of $23,976 as of July 15,
          2009; and

       -- The 2026 Notes Claims against Chemtura Corp. will be
          Allowed for $151,253,447 on account of principal and
          prepetition interest, plus postpetition interest at
          the contract rate, including amortization of original
          issue discount, as provided in the 2026 Notes
          Indenture, plus the No-Call Settlement Amount of
          $20 Million; provided, however, that interest will not
          apply to or accrue on the No-Call Settlement Amount.

The Debtors also added an explanation regarding the release of
certain parties upon confirmation of the Plan.

The Debtors believe that the releases set forth in the Plan are
appropriate because, among other things, each of the Released
Parties afforded value to the Debtors and aided in the
reorganization process.  The Debtors believe that the Released
Parties played an integral role in the formulation of the Plan
and have expended significant time and resources analyzing and
negotiating the issues presented by the Debtors' prepetition
capital structure.

Certain parties-in-interest, including the U.S. Trustee, earlier
asserted that the releases contained in the Plan are overbroad
and do not comport with applicable case law.  The Debtors
disagree and note that they will defend the releases at the
Confirmation Hearing.  The Debtors reserve the right to make
appropriate changes to the Plan to the extent the Court does not
approve the releases.

The Debtors further reveal that the Reorganized Debtors will
enter into an exit financing facility that will be (i) a senior
secured or unsecured term loan or loans and/or the issuance of
senior secured or unsecured notes which, in the aggregate, have a
principal amount of approximately $750,000,000; and (ii) a senior
secured revolver facility of up to a principal amount of
$250,000,000.  The Exit Financing will be used, along with the
Debtors' cash on hand and, if applicable, proceeds of a rights
offering, to make any cash payments provided for in the Plan and
provide working capital after the Plan Effective Date.

In addition, the Plan contemplates the issuance of up to
100,000,000 shares of stock in New Chemtura, which will provide
an additional source of recovery for holders of Unsecured Claims
and possibly for holders of Interests in Chemtura.

With regard to Diacetyl Claims, the Debtors maintain that the
opportunity to cap and discharge the diacetyl obligations in
their Chapter 11 Cases is an important benefit that should be
pursued.  The Debtors believe that the Equity Committee's
proposal to reinstate diacetyl obligations fails to account for
the significant costs of defense and potential liability, whether
by settlement or verdict, from reinstating the Diacetyl Claims,
which would (i) concern their postpetition lenders, vendors and
customers; (ii) place a further strain on cash flows; jeopardize
feasibility; (iii) place significant risk on the recoveries of
any party receiving New Common Stock under the Plan; and (iv)
subject them to defending numerous lawsuits with the concomitant
expense and risk of uncertain results.

The Equity Committee has indicated that it does not support
payment of Cash to the holders of Diacetyl Claims and likely
would object to any settlement of the Claims, which settlement is
subject to approval by the Bankruptcy Court and consent of the
Creditors' Committee and the Ad Hoc Bondholders' Committee.

The Debtors note that they will defend any challenge to the Plan
at the appropriate time.

Full-text copies of the Second Amended Plan and Disclosure
Statement are available for free at:

             http://bankrupt.com/misc/Chem2ndAmPlan.pdf
             http://bankrupt.com/misc/Chem2ndAmDS.pdf

                Objections to Disclosure Staetement

Before Judge Gerber issued a conditional approval of the
Disclosure Statement, the U.S. Trustee, insurance carriers, and
several other parties made known their objections to the Court
with respect to the adequacy of the Disclosure Statement
describing the Debtors' Chapter 11 Plan of Reorganization.

Tracy Hope Davis, the acting United States Trustee for Region 2,
complained that the Disclosure Statement is deficient and fails
to meet the standards of "containing adequate information"
pursuant to Section 1125(a) of the Bankruptcy Code.  The U.S.
Trustee questioned the inclusion of a non-Debtor release in the
Disclosure Statement and Plan.    "The Plan offers blanket
releases that enjoin claims that do not affect the Debtors'
property or the administration of its estates," the U.S. Trustee
argued.  She asserted that the Court does not have jurisdiction to
grant the releases contemplated in the Plan.

On behalf of the insurers that include The Continental Insurance
Company, Robert W. Dremluk, Esq., at Seyfarth Shaw LLP, in New
York, contended that the Disclosure Statement (i) fails to make
any disclosures to creditors about the potentially significant
loss of insurance proceeds resulting from plan provisions
inconsistent with the Debtors' contractual obligations to
Continental Insurance, and (ii) fails to explain how the Debtors
will provide for Continental Insurance's claims or honor their
contractual obligations to Continental Insurance after
confirmation.

Prudential Relocation -- party to a relocation services agreement
with Chemtura-  has asserted claims against the Debtors.
Leslie S. Barr, Esq., at Windel Marx Lane & Mittendorf LLP, in
New York -- lbarr@windelsmarx.com -- noted that much of
Prudential Relocation's claim against the Debtors is based on
various breaches of the repayment obligations on the home equity
loans.  Prudential Relocation is concerned that certain
discharge, release and injunction language contained in the Plan
as described in the Disclosure Statement would improperly release
the individual employees from their obligations to it.

Karen Smith and certain other diacetyl claimants relate that they
are currently engaged in negotiations with the Debtors toward a
potential settlement with respect to their claims.  The Diacetyl
Claimants are hopeful that those negotiations can be concluded
successfully and that the resulting consensual settlement can be
approved by the Court expeditiously.  Counsel to the Smith
Claimants, Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered,
in New York, contends that the mechanisms and procedures proposed
by the Debtors to implement the Diacetyl Reserve violate the
requirements of the Bankruptcy Code as well as the jurisdictional
charter of the Bankruptcy Court so as to render the Plan
unconfirmable as a matter of law.  The Debtors have failed to
disclose the funding of the Diacetyl Reserve, Mr. Inselbuch
pointed out.

Fiduciary Counselors Inc., the independent fiduciary for the
Chemtura Corporation Employee Savings Plan with respect to the
Company Stock Fund, one of the single largest holders of common
shares of Chemtura Corporation and a member of the Official
Committee of Equity Security Holders, pointed out that after
insisting throughout their cases that they are utterly insolvent
and equity was worthless, the Debtors now offer a Plan and
Disclosure Statement that acknowledge that there is, in fact,
substantial equity.  The Plan forces shareholders to choose
between (i) accepting the Plan and receiving a fixed share of New
Common Stock; or (ii) rejecting the Plan and receiving an
uncertain, indeterminate share of the distributable value.  "This
creates a perverse incentive for the Debtors to obfuscate in the
Disclosure Statement because the more uncertain the outcomes for
shareholders appear, the more attractive the Debtors' Plan will
seem to be," Michael St. Patrick Baxter, Esq., at Covington &
Burlington LLP, in Washington D.C., said on behalf of FCI.

                 Debtors File Omnibus Response

The Debtors submitted to the Court on July 20 an omnibus response
to all the objections asserted by interested parties to the
Disclosure Statement.

The Disclosure Statement Objections generally fall into two
categories: (i) objections concerning the adequacy of, or asking
additional, disclosure, and (ii) objections raising substantive
issues concerning confirmation of the Plan.

The Debtors organized and summarized each of the Objections, and
have provided their response to each Objection, in a chart, a
copy of which is available for free at:

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

                   Revised Solicitation Schedule

To account for the terms of their recently filed Second Amended
Plan and Disclosure Statement and to modify, add or amend certain
language on account of comments received from parties-in-
interest, the Debtors filed a revised version of the proposed
order authorizing the relief asked in their motion to approve
solicitation and tabulation procedures on July 20, 2010.

Pursuant to the Revised Proposed Order, the Debtors ask the Court
to establish these dates:

  (1) July 21, 2010, will be the date for determining: (i) the
      holders of Claims and Interests entitled to receive
      Solicitation Packages; (ii) the holders of Claims and
      Interests entitled to vote to accept or reject the Plan;
      and (iii) whether Claims have been properly transferred to
      an assignee pursuant to Bankruptcy Rule 3001(e) such that
      the assignee can vote as the holder of the Claim;

  (2) The Debtors will distribute Solicitation Packages as well
      as the Confirmation Hearing Notice on or before five
      business days from entry of the Plan Solicitation
      Procedures Order;

  (3) All holders of Claims and Interests entitled to vote on
      the Plan must complete, execute and return their Ballots
      so that they are actually received by the Voting and
      Claims Agent or the Securities Voting Agent, as
      applicable, pursuant to the Voting and Tabulation
      Procedures, on or before September 9, 2010;

  (4) September 9, 2010, will be date by which objections to the
      Plan must be filed with the Court and served so as to be
      actually received by the appropriate notice parties; and

  (5) The Court will consider confirmation of the Plan at the
      hearing to be held on September 16, 2010, at 9:45 a.m.

The Revised Proposed Solicitation Procedures Order also contains
these exhibits:

  -- Voting and Tabulation Procedures
  -- Confirmation Hearing Notice
  -- Plan Supplement Notice
  -- Recovery Preference Election Form
  -- Ballots
  -- Cover Letter
  -- Non-Voting Status Notice
  -- Objected-To Claims Notice
  -- Notice of Rejection
  -- Notice of Assumption
  -- Rights Exercise Form

Copies of the Revised Proposed Order and the Exhibits are
available for free at:

         http://bankrupt.com/misc/ChemRevSolProcOrd1.pdf

                       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 Amend $50MM Replacement DIP Facility
---------------------------------------------------------------
The Debtors tell Judge Gerber that together with their
professionals, they have engaged in good faith, arm's-length
negotiations with Citibank N.A., as the DIP Refinancing Agent,
with respect to an amendment to the DIP Credit Agreement dated
February 3, 2010.

The February 2010 DIP Loan Agreement is a $450 million
refinancing facility the Debtors obtained from Citibank and a
group of lenders.  The proceeds of the Replacement DIP Facility
were used to fully refinance the Debtors' Initial $400 million
DIP Facility and to provide the Debtors with a source of working
capital and funding for other general corporate purposes.

The Replacement DIP Facility was approved by the Court on
February 18, 2010.  The Debtors now seek to enter a First
Amendment to the DIP Facility.

M. Natasha Labovitz, Esq., at Kirkland & Ellis LLP, in New York,
relates that the First Amendment will essentially permit the
Debtors to:

  (a) file a voluntary Chapter 11 petition for Chemtura Canada
      Co./Cie without resulting in a default of the DIP Loan
      Agreement and without requiring that Chemtura Canada be
      added as a guarantor under the DIP Loan Agreement;

  (b) make certain intercompany advances to Chemtura Canada and
      allow Chemtura Canada to pay intercompany obligations to
      Crompton Financial Holdings;

  (c) sell, subject to Court approval, Chemtura's natural sodium
      sulfonates and oxidized petrolatums businesses for, among
      other consideration, cash of approximately $5,000,000
      (subject to adjustment), assumption of certain liabilities
      by the purchaser and a waiver and release of certain
      claims asserted by the purchaser;

  (d) settle claims against BioLab, Inc. and Great Lakes
      Chemical Company relating to a fire that occurred at
      BioLab, Inc.'s warehouse in Conyers, Georgia; and

  (e) settle claims arising under the prepetition asset purchase
      agreement between Chemtura and PMC Biogenix, Inc. pursuant
      to which Chemtura sold its oleochemicals business and
      certain related assets to PMC Biogenix, Inc.

By this motion, the Debtors ask the Court to approve the First
Amendment to the Replacement DIP Facility.

The Debtors concede that the First Amendment contemplates certain
changes that could be considered material.  The Debtors have
presented the proposed terms of the First Amendment to the DIP
Refinancing Lenders for their consideration, according to Ms.
Labovitz.

Counsel to the Official Committee of Unsecured Creditors, the
Official Committee of Equity Holders and the Ad Hoc Committee of
Bondholders were all consulted by the Debtors in negotiating the
First Amendment, Ms. Labovitz tells the Court.  The U.S. Trustee
for the Southern District of New York was also notified by the
Debtors of the status of the negotiations on the First Amendment.

In addition, the Debtors have agreed to pay certain fees to the
DIP Refinancing Lenders as consideration for the First Amendment.
In particular, the effectiveness of the provisions in the First
Amendment are conditioned specifically on the Debtors paying the
Amendment Fees, which consist of:

  (a) 0.05% of the sum of the aggregate principal amount of the
      term advances held by each Replacement DIP Lender that
      timely consents to the First Amendment; and

  (b) certain other fees agreed to by Chemtura and Citigroup
      Global Markets, Inc., as joint arranger under the DIP Loan
      Agreement

The Debtors disclose that they have entered into a fee letter
with CGMI that specifies the Additional Fees payable.  Pursuant
to the terms of the Fee Letter, the Debtors are required to use
commercially reasonable efforts to prevent the terms of the Fee
Letter from becoming publicly available.  Thus, the Debtors have
not filed the Fee Letter in connection with the DIP Facility
Amendment Motion.  Instead, the Debtors seek the Court's
authority to file the confidential Fee Letter under seal.

Consistent with the terms of the Fee Letter, the Debtors have
provided a copy of the Fee Letter to the Court, the U.S. Trustee
and counsel to each of the Creditors' Committee, the Equity
Committee and the Ad Hoc Bondholders' Committee.

The Debtors intend to present their request to Judge Gerber for
signature on July 26, 2010.  Unless a written objection to the
Replacement DIP Amendment Motion is timely filed with the Court
on the same date, there will not be a hearing and the proposed
order will be signed.

                       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)


CIT GROUP: To Enter Into Talks to Refinance $4-Billion Facility
---------------------------------------------------------------
Aparajita Saha-Bubna at Dow Jones Newswires reports that CIT Group
Inc. said Tuesday that it is entering into discussions later this
week to refinance and repay the remaining $4 billion of its costly
credit facility.

According to Dow Jones, CIT Chief Executive John Thain said during
a conference call Tuesday morning to discuss CIT's second-quarter
results that the lender plans to pay down about $1 billion and
"begin the process of refinancing new secured term loans for the
remaining $3 billion."

Dow Jones notes the costly credit facility is a legacy of CIT's
trip to bankruptcy court and has been cutting into profits.  Dow
Jones relates that for instance, as of the second quarter, for
every $100 CIT lent it earned 68 cents, compared with 65 cents in
the first quarter, as its interest payments ate into margins. This
compares with about $3.50 it earned before the financial crisis,
according to estimates from Keefe, Bruyette & Woods.

CIT reported net income for the quarter ended June 30, 2010, of
$142.1 million, $0.71 per diluted share, up from $97.3 million and
$0.49 per diluted share last quarter.

                        About CIT Group

CIT Group Inc. (NYSE: CIT) -- http://www.cit.com/-- is a bank
holding company with more than $60 billion in finance and leasing
assets that provides financial products and advisory services to
small and middle market businesses.  Operating in more than 50
countries across 30 industries, CIT provides an unparalleled
combination of relationship, intellectual and financial capital to
its customers worldwide.  CIT maintains leadership positions in
small business and middle market lending, retail finance,
aerospace, equipment and rail leasing, and vendor finance.
Founded in 1908 and headquartered in New York City, CIT is a
member of the Fortune 500.

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

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

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

                          *     *    *

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

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

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


CITIGROUP INC: Said to Have Sold AIG Protection to Goldman
----------------------------------------------------------
Citigroup Inc. is among the banks that sold Goldman Sachs Group
Inc. protection against a failure of insurer American
International Group Inc., Bloomberg News reported, citing two
people familiar with the transaction.

JPMorgan Chase & Co., Deutsche Bank AG, Credit Suisse Group AG and
Morgan Stanley are also among banks that helped Goldman Sachs
hedge against the risk of an AIG collapse, said the people, who
declined to be identified because the contracts were private,
according to Bloomberg.

Bloomberg, citing people familiar with the matter, relates that
Goldman Sachs has turned over a list of counterparties to the
Congressional Oversight Panel and Financial Crisis Inquiry
Commission, which are reviewing the use of taxpayer funds in
financial bailouts.  Had AIG been allowed to fail in 2008, instead
of receiving a government rescue that swelled to $182.3 billion,
the banks may have had to make payments to Goldman Sachs.

                       About Citigroup Inc.

Based in New York, Citigroup Inc. (NYSE: C) -- is a global
diversified financial services holding company whose businesses
provide a broad range of financial services to consumer and
corporate customers.  Citigroup has roughly 200 million customer
accounts and does business in more than 140 countries.
Citigroup's businesses are aligned in three reporting segments:
(i) Citicorp, which consists of Regional Consumer Banking (in
North America, EMEA, Asia, and Latin America) and the
Institutional Clients Group (Securities and Banking, including the
Private Bank, and Transaction Services); (ii) Citi Holdings, which
consists of Brokerage and Asset Management, Local Consumer
Lending, and a Special Asset Pool; and (iii) Corporate/Other.

As reported in the Troubled Company Reporter on November 25, 2008,
the U.S. government entered into an agreement with Citigroup to
provide a package of guarantees, liquidity access, and capital.
The U.S. Treasury and the Federal Deposit Insurance Corporation
agreed to provide protection against the possibility of unusually
large losses on an asset pool of roughly $306 billion of loans and
securities backed by residential and commercial real estate and
other such assets, which will remain on Citigroup's balance sheet.
As a fee for this arrangement, Citigroup issued preferred shares
to the Treasury and FDIC.  The Federal Reserve agreed to backstop
residual risk in the asset pool through a non-recourse loan.

Citigroup, the third-biggest U.S. bank, received $45 billion in
bailout aid.  Other bailed-out banks, including Bank of America
Corp., Wells Fargo & Co., have pledged to repay TARP money.
JPMorgan Chase & Co., Goldman Sachs Group Inc. and Morgan Stanley,
repaid TARP funds in June.  Citigroup is selling assets to repay
the bailout funds.


COACH AMERICA: S&P Affirms 'B-' Corporate Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B-' corporate
credit rating on Dallas, Texas-based Coach America Holdings Inc.
In addition, S&P revised the outlook to negative from positive.
S&P also affirmed the company's 'B' first-lien senior secured
rating and the company's 'CCC' second-lien senior secured rating.
The first-lien recovery rating is '2', indicating S&P's
expectations of a substantial (70% to 90%) recovery in a payment
default scenario.  The second-lien recovery rating is '6',
indicating expectations of a negligible (0% to 10%) recovery in a
payment default scenario.

The ratings on Coach reflect its highly leveraged capital
structure, the capital-intensive nature of the bus transportation
industry, and vulnerability to economic and competitive pressures.
Positive credit factors include the company's significant market
position (albeit in highly fragmented markets), diversified
customer base, and contractual arrangements with certain customers
that provide some stability to revenues and earnings.  S&P
characterizes the company's business profile as weak and its
financial profile as highly leveraged.

S&P believes that currently depressed operating performance could
lead to covenant compliance issues later this year.  "The ratings
assume that Coach will remain compliant, which could require
actions such as an equity contribution from its owner," said
Standard & Poor's credit analyst Lisa Jenkins.  S&P also expects
operating performance to improve modestly next year.  If S&P
believes the company will breach covenants, S&P is likely to lower
the ratings.  "If Coach remains in compliance with covenants and
builds a comfortable cushion, such that S&P believes a breach is
unlikely based on ongoing operating performance, S&P could revise
the outlook to stable," she continued.


COEUR D'ALENE MINES: Directors Dispose of Shares for Tax Purposes
-----------------------------------------------------------------
Thomas T. Angelos, SVP and chief accounting officer of Coeur
d'Alene Mines Corp., reports that on July 8, he disposed of 59
shares of the company's common stock.  In a regulatory filing, he
said the shares were withheld for the purpose of paying taxes
incurred as a result of vesting of restricted shares.

Following the transaction, Mr. Angeles said he may be deemed to
hold 6,645 common shares.  He also holds other securities in the
company, including incentive stock options, stock appreciation
rights and restricted stock units.

K. Leon Hardy, SVP of Operations, disclosed that on July 8 he
disposed of 143 shares, reducing his stake to 8,392 shares.  He
said the shares were withheld for the purpose of paying taxes
incurred as a result of vesting of restricted shares.

Mr. Hardy also holds other securities in the Company.

                     About Coeur d'Alene Mines

Based in Coeur d'Alene, Idaho, Coeur d'Alene Mines Corporation is
primarily a silver producer with a growing gold production
profile.  The Company is engaged, through its subsidiaries, in the
operation and ownership, development and exploration of silver and
gold mining properties and companies located primarily within
South America (Chile, Argentina and Bolivia), Mexico (Chihuahua),
United States (Nevada and Alaska) and Australia (New South Wales).

At March 31, 20102009, the Company had total assets of
$3,133,502,000 against total current liabilities of $195,044,000
and total non-current liabilities of $866,025,000, resulting in
stockholders' equity of $2,072,433,000.

                           *     *     *

As reported by the Troubled Company Reporter on August 11, 2009,
Standard & Poor's Ratings Services raised its corporate credit
rating on Coeur D'Alene Mines to 'B-' from 'CCC' and raised the
ratings on the Company's US$180 million senior unsecured notes due
2024 (US$106 million outstanding) and US$230 million senior
unsecured notes due 2028 (US$150 million outstanding) to 'CCC+'
from 'CCC-'.  In January 2010, S&P withdrew its ratings on the
Company, including its 'B-' corporate credit rating, at the
Company's request.

This concludes the Troubled Company Reporter's coverage of Coeur
d'Alene Mines until facts and circumstances, if any, emerge that
demonstrate financial or operational strain or difficulty at a
level sufficient to warrant renewed coverage.


COMSTOCK HOMEBUILDING: Lenders Elect to Be Paid in Stock
--------------------------------------------------------
Christopher Clemente, chairman and CEO of Comstock Homebuilding
Companies, Inc., disclosed in a regulatory filing that on July 13,
2010, his spouse, Tracy Schar, acquired 8,129 shares of the
Company's Class A common stock, which raised the spouse's stake to
104,372 shares.

He also disclosed that Stonehenge Funding LLC acquired 16,258
Class A shares.

Mr. Clemente said he may be deemed to indirectly hold his Spouse's
and Stonehenge's shares.  Stonehenge is a limited liability
company of which the majority is owned by Mr. Clemente.

According to Mr. Clemente's Form 4 filing, Stonehenge and his
spouse are among the participants in a loan to the Company.  The
filing said the loan participants have elected to receive their
quarterly interest payment in shares of the Company's Class A
Common stock.

Mr. Clemente directly holds 1,454,627 Class A shares.  He also
holds Class A shares indirectly, as custodian for his children and
through FR 54, LLC, a limited liability company wholly owned by
him.

Mr. Clemente also disclosed that his Spouse, Stonehenge and
Comstock Asset Management, LC, another limited liability company
wholly-owned by him, holds stock warrants in the Company, and that
he may be deemed to indirectly hold those warrants.  His spouse
also holds employee stock options.

In a separate Form 4 filing, Gregory V. Benson, the Company's
president and COO, disclosed that Investors Management LC, a
limited liability company wholly owned by him, received 8,129
Class A shares on July 13.  Investors Management is also a
participant in a loan to the Company, and has elected to receive
its quarterly interest payment in shares of the Company's Class A
Common stock.  Mr. Benson may be deemed to directly hold those
shares.

Mr. Benson directly holds 885,678 Class A shares.  He also
disclosed that Clareth, LLC, and I-Connect, LC, both limited
liability companies that he wholly owns, hold stock warrants in
the Company.  Mr. Benson may be deemed to indirectly hold those
securities.

                    About Comstock Homebuilding

Based in Reston, Virginia, Comstock Homebuilding Companies, Inc.,
is a multi-faceted real estate development company engaged in the
development of for-sale residential and mixed use products.  The
Company's substantial experience in building a diverse range of
products including single-family homes, townhouses, mid-rise
condominiums, high-rise multi-family condominiums and mixed-use
(residential and commercial) developments has positioned Comstock
as a prominent real estate developer and home builder in the
Washington, D.C. market place.

The Company's balance sheet at March 31, 2010, showed
$53.7 million in total assets and $41.3 million in total
liabilities, for a total equity of $12.4 million.

                    Strategic Realignment Plan

The Company noted that its liquidity remains below desired levels
and it continues to have limited access to new capital.  The
Company also said management has spent much of 2009 focused on
negotiating with lenders to eliminate and restructure debt which
has temporarily limited its ability to pursue new business
opportunities.  Early in 2009, management formulated a Strategic
Realignment Plan which identified real estate projects to be
retained by the Company.  The Company then worked to restructure
the debt related to those core projects.  The Company said the
restructuring was completed in 2009 and has resulted in improved
operating cash flow as the lenders have agreed to provide the
Company with increased cash from proceeds as units are settled.
According to the Company, this improved cash flow from settlements
is contingent upon the Company settling a minimum of 10 units per
quarter at Penderbrook and 9 units per quarter at Eclipse, on a
cumulative basis.  If the Company fails to maintain the minimum
settlement requirements, while that would not be deemed an event
of loan default, it would give the lenders the right to apply
substantially all of the unit settlement proceeds to principal
reduction.  At December 31, 2009, the Company was in compliance
with the minimum settlement requirements.


CONTINENTAL AIRLINES: EU Antitrust Commission Approves UAL Merger
-----------------------------------------------------------------
The Wall Street Journal's Susan Carey reports that the proposed
merger of United Airlines parent UAL Corp. and Continental
Airlines Inc. drew two steps closer Tuesday after European
Commission antitrust regulators approved the plan and the carriers
announced their combined top management team.

According to the Journal, the $3 billion stock-swap deal received
unconditional clearance from the European Union's executive arm
after a five-week investigation found the transaction wouldn't
raise any specific antitrust concerns regarding European or trans-
Atlantic routes.

The two airlines hope to close the merger late this year.  They
are awaiting the U.S. Justice Department to complete its scrutiny
of the plan.

United said last week they are working to fulfill the Justice
Department's second request for information about the proposed
deal, and have agreed to give the government more than the
statutory 30 days to render a decision after all the information
is provided.

According to the Journal, four executives from each carrier were
named to the combined top management team that will report to Jeff
Smisek, who will become president and chief executive officer of
the merged carrier.  Glenn Tilton, UAL's chairman and CEO, will
become nonexecutive chairman of the merged carrier for two years.
The new company will be called United and be based in UAL's
current home of Chicago.

According to the report, the new management team will consist of:

     -- UAL's chief administrative officer, Pete McDonald, who
        will become chief operating officer of the combined
        airline. Mr. McDonald, age 59, joined United in 1969.

     -- UAL's Keith Halbert, 50, who will become chief information
        officer.  Mr. Halbert joined United in 2008;

     -- UAL's Tom Sabatino, 51, who will become general counsel;
        Mr. Sabatino joined United in 2010;

     -- UAL's Jeff Foland, 39, who will run the combined
        frequent-flier program.  Mr. Foland joined United in 2005;

     -- Continental's Zane Rowe, 39, will continue to be chief
        financial officer;

     -- Continental's Mike Bonds, 48, will continue to oversee
        human resources and labor relations;

     -- Continental's Jim Compton, 54, will continue to serve as
        executive vice president and chief marketing officer; and

     -- Continental's Nene Foxhall, 58, will continue to serve as
        senior vice president of communications and government
        affairs.

According to the report, United on Tuesday announced the
departures -- when the merger closes -- of four senior executives
who currently report directly to Mr. Tilton. John Tague, who
joined the company in 2003 and currently is president of the
United Airlines unit, will leave, along with Kathryn Mikells, the
finance chief, who came to United in 1994. Also leaving are Graham
Atkinson, president of United's Mileage Plus loyalty program and a
19-year veteran, and Rosemary Moore, senior vice president of
corporate and government affairs, who joined United in 2002.

                  About Continental Airlines

Houston, Texas-based Continental Airlines (NYSE: CAL) --
http://www.continental.com/-- is the world's fifth largest
airline.  Continental, together with Continental Express and
Continental Connection, has more than 2,700 daily departures
throughout the Americas, Europe and Asia, serving 132 domestic and
137 international destinations.  Continental is a member of Star
Alliance, which overall offers more than 21,050 daily flights to
1,167 airports in 181 countries through its 27 member airlines.
With more than 40,000 employees, Continental has hubs serving New
York, Houston, Cleveland and Guam, and together with its regional
partners, carries approximately 63 million passengers per year.

At June 30, 2010, Continental had total assets of $13.599 billion
against total current liabilities of $5.432 billion; long-term
debt and capital leases of $4.912 billion; deferred income taxes
of $221 million; accrued pension liability of $1.232 billion;
accrued retiree medical benefits of $223 million; and other non-
current liabilities of $855 million; resulting in $724 million in
stockholders' equity.

                         *     *     *

As reported by the Troubled Company Reporter on May 5, 2010, Fitch
Ratings has affirmed the Issuer Default Rating for Continental
Airlines, Inc., at 'B-' and the senior unsecured rating at
'CC/RR6' following the announcement of the planned merger between
CAL and UAL Corp.  The Rating Outlook for CAL is Stable.

The TCR on May 5, 2010, also said Standard & Poor's Ratings
Services placed its 'B' corporate credit rating on Continental
Airlines, and S&P's ratings on its secured and unsecured debt, on
CreditWatch with negative implications.  S&P also placed its
ratings on Continental's enhanced equipment trust certificates on
CreditWatch with developing implications.  Although S&P's recovery
ratings on selected Continental unsecured debt are unaffected by
the rating action, S&P will review them as well.

                    About UAL Corporation

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) --
http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest air
carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for Chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven
R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in
their restructuring efforts.  Fruman Jacobson, Esq., at
Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors.  Judge Eugene R. Wedoff
confirmed a reorganization plan for United on Jan. 20, 2006.  The
Company emerged from bankruptcy on Feb. 1, 2006.

Reorganized UAL Corp. carries a 'Caa1' probability of default
rating from Moody's, 'B-' long term foreign issuer credit rating
from Standard & Poor's, and 'CCC' long term issuer default rating
from Fitch.

At June 30, 2010, UAL had $20.134 billion in total assets against
total current liabilities of $8.573 billion, long-term debt of
$6.281 billion, long-term obligations under capital leases of
$1.01 billion, and other liabilities and deferred credits of
$7.022 billion, resulting in stockholders' deficit of $2.756
billion.


CONTINENTAL AIRLINES: Merger Has Minimal Impact on Frontline Jobs
-----------------------------------------------------------------
Jeffery Smisek, chairman, president and chief executive officer of
Continental Airlines, Inc., said in a memorandum circulated via e-
mail to certain management and clerical employees on July 23 that
the proposed merger with UAL Corp.'s United Air Lines will affect
some management and clerical positions in Houston and Chicago.

"But I want you to understand that this is a long process and that
no management and clerical positions, other than those for
officers, will be eliminated as a result of the merger before
March 31, 2011.  The timing of job impacts following March 31,
2011 will depend on the integration plan for each business area,
and those impacts will occur over the course of 2011 and into
2012," Mr. Smisek said.

Pete McDonald, United's Chief Administrative Officer, said in a
message distributed to UAL employees on July 23, all officers are
expected to be named prior to the legal closing of the merger,
which is on track for the fourth quarter of this year.

According to Mr. Smisek, the impact of the merger on front-line
employees is expected to be minimal and that any effect on front-
line co-workers should be minimized or eliminated through
retirements, attrition and voluntary programs.

"I expect to soon name the senior officers who will report
directly to me. After that, I'll work with those officers on the
design for the new officer-level organization, and I will then
name the rest of the officer group. Meanwhile, the functional
integration teams are working on the organizational structure for
the different departments, which will be finalized by the officers
overseeing each area," Mr. Smisek said.

"Our Talent, Organization and Culture team is currently working on
a process for selecting other management and clerical co-workers
for the new airline, and we'll announce more details about that
process this fall.

"For some groups, particularly those focused on the operation, the
talent selection process is likely to extend into 2012, depending
on when we expect to obtain a single operating certificate."

                  About Continental Airlines

Houston, Texas-based Continental Airlines (NYSE: CAL) --
http://www.continental.com/-- is the world's fifth largest
airline.  Continental, together with Continental Express and
Continental Connection, has more than 2,700 daily departures
throughout the Americas, Europe and Asia, serving 132 domestic and
137 international destinations.  Continental is a member of Star
Alliance, which overall offers more than 21,050 daily flights to
1,167 airports in 181 countries through its 27 member airlines.
With more than 40,000 employees, Continental has hubs serving New
York, Houston, Cleveland and Guam, and together with its regional
partners, carries approximately 63 million passengers per year.

At June 30, 2010, Continental had total assets of $13.599 billion
against total current liabilities of $5.432 billion; long-term
debt and capital leases of $4.912 billion; deferred income taxes
of $221 million; accrued pension liability of $1.232 billion;
accrued retiree medical benefits of $223 million; and other non-
current liabilities of $855 million; resulting in $724 million in
stockholders' equity.

                         *     *     *

As reported by the Troubled Company Reporter on May 5, 2010, Fitch
Ratings has affirmed the Issuer Default Rating for Continental
Airlines, Inc., at 'B-' and the senior unsecured rating at
'CC/RR6' following the announcement of the planned merger between
CAL and UAL Corp.  The Rating Outlook for CAL is Stable.

The TCR on May 5, 2010, also said Standard & Poor's Ratings
Services placed its 'B' corporate credit rating on Continental
Airlines, and S&P's ratings on its secured and unsecured debt, on
CreditWatch with negative implications.  S&P also placed its
ratings on Continental's enhanced equipment trust certificates on
CreditWatch with developing implications.  Although S&P's recovery
ratings on selected Continental unsecured debt are unaffected by
the rating action, S&P will review them as well.


CONTINENTAL AIRLINES: FAA Imposes $230,000 Penalty 2008 Flight
--------------------------------------------------------------
Susan Carey at The Wall Street Journal reports that the U.S.
Federal Aviation Administration on Tuesday said it proposed a
$230,000 civil penalty against Continental Airlines for allegedly
operating a Boeing Co. 767 on 22 passenger flights in 2008 without
a required axle washer in the nose landing-gear wheel and tire
assembly.  Failing to install the washer could lead to a failure
of the wheel bearing, the FAA said, noting that it discovered the
violation during a check of maintenance records and found three
identical earlier violations.

According to Ms. Carey, Continental has 30 days to respond.  The
report relates the airline said it is reviewing the FAA's
allegations, but said these are "isolated incidents from more than
two years ago that have since been resolved."

                  About Continental Airlines

Houston, Texas-based Continental Airlines (NYSE: CAL) --
http://www.continental.com/-- is the world's fifth largest
airline.  Continental, together with Continental Express and
Continental Connection, has more than 2,700 daily departures
throughout the Americas, Europe and Asia, serving 132 domestic and
137 international destinations.  Continental is a member of Star
Alliance, which overall offers more than 21,050 daily flights to
1,167 airports in 181 countries through its 27 member airlines.
With more than 40,000 employees, Continental has hubs serving New
York, Houston, Cleveland and Guam, and together with its regional
partners, carries approximately 63 million passengers per year.

At June 30, 2010, Continental had total assets of $13.599 billion
against total current liabilities of $5.432 billion; long-term
debt and capital leases of $4.912 billion; deferred income taxes
of $221 million; accrued pension liability of $1.232 billion;
accrued retiree medical benefits of $223 million; and other non-
current liabilities of $855 million; resulting in $724 million in
stockholders' equity.

                         *     *     *

As reported by the Troubled Company Reporter on May 5, 2010, Fitch
Ratings has affirmed the Issuer Default Rating for Continental
Airlines, Inc., at 'B-' and the senior unsecured rating at
'CC/RR6' following the announcement of the planned merger between
CAL and UAL Corp.  The Rating Outlook for CAL is Stable.

The TCR on May 5, 2010, also said Standard & Poor's Ratings
Services placed its 'B' corporate credit rating on Continental
Airlines, and S&P's ratings on its secured and unsecured debt, on
CreditWatch with negative implications.  S&P also placed its
ratings on Continental's enhanced equipment trust certificates on
CreditWatch with developing implications.  Although S&P's recovery
ratings on selected Continental unsecured debt are unaffected by
the rating action, S&P will review them as well.


CORUS BANKSHARES: Court Fixes August 13 as Claims Bar Date
----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
established August 13, 2010, as the last day for any individual or
entity to file proofs of claim against Corus Bankshares, Inc.

The Court also set December 13 as the governmental unit bar date.

Proofs of claim may be filed:
if by regular mail:

     Corus Bankshares Claims Processing
     c/o BMC Group, Inc.
     P.O. Box 3020
     Chanhanssen, MN 55317-3020

if by messenger or overnight delivery:

     Corus Bankshares Claims Processing
     c/o BMC Group, Inc.
     18750 Lake Drive East
     Chanhassen, MN 55317

                    About Corus Bankshares

Chicago, Illinois-based Corus Bankshares, Inc., is a bank holding
company.  Its lone operating unit, Corus Bank, N.A., closed
September 11, 2009, by regulators and the Federal Deposit
Insurance Corporation was named receiver.  To protect the
depositors, the FDIC entered into a purchase and assumption
agreement with MB Financial Bank, National Association, Chicago,
Illinois, to assume all of the deposits of Corus Bank.

The Company filed for Chapter 11 bankruptcy protection on June 15,
2010 (Bankr. N.D. Ill. Case No. 10-26881).  David R. Seligman,
Esq., at Kirkland & Ellis LLP, assists the Company in its
restructuring effort.  Kinetic Advisors is the Company's
restructuring advisor.  Plante & Moran is the Company's auditor
and accountant.  4

As of June 15, 2010, the Company listed $314,145,828 in assets and
$532,938,418 in liabilities.


CRS MANAGEMENT: Plan Outline Hearing Continued Until August 3
-------------------------------------------------------------
The Hon. T.M. Weaver of the U.S. Bankruptcy Court for the Western
District of Oklahoma has continued until August 3, 2010, at
1:30 p.m., the approval of the Disclosure Statement explaining
CRS Management Company, LLC's Plan of Reorganization.  The hearing
will be held at 6th Floor, Courtroom for the U.S. Bankruptcy Court
for the Western District of Oklahoma, 215 Dean A. McGee, Avenue,
Oklahoma City.

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

According to the Disclosure Statement, the Plan provides for the
bondholders' claims into secured claims and unsecured claims, by
valuing the collateral at its current fair market value.  Under
the plan, unsecured claims will receive nothing.  As to secured
claims, the bonds aggregating $19,900,000 will be exchanged for
new bonds in the aggregate amount of $13,000,000, after which, the
bonds will be cancelled.   Soon as practicable after the effective
date, the Debtor will convey all of its rights, title and interest
in the collateral, except for the Villa Center, to Phoenix
Services Center LLC, the sole member.

The Debtor's right, title and interest in Villa Center will be
conveyed to the Trustee Bank.  The Trustee bank will continue the
offer to sell Villa Center.

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

                   About CRS Management Company

Oklahoma City, Oklahoma-based CRS Management Company LLC filed for
Chapter 11 bankruptcy protection on February 5, 2010 (Bankr. W.D.
Okla. Case No. 10-10531).  Kline Kline Elliot & Bryant, PC,
assists the Debtor in its restructuring effort.  The Debtor has
assets of $16,115,184, and total debts of $18,765,000.


CYBERCO HOLDINGS: Substantive Consolidation Argument Blocked
------------------------------------------------------------
WestLaw reports that so-called substantive consolidations are to
be accomplished through the Bankruptcy Code's turnover statute and
the provision of the statute governing the allowance of claims or
interests that permits the reconsideration of a claim allowance or
disallowance for cause, rather than through amorphous notions of
equity and the application of the statute authorizing a bankruptcy
court to issue orders necessary or appropriate to carry out the
provisions of the Code, a Michigan bank explained.  Thus, a bank,
which had no standing to seek relief under the Code's turnover
statute, lacked standing to seek the substantive consolidation of
the Chapter 7 estates of two corporate debtors that were related
through common ownership.  In re Cyberco Holdings, Inc., --- B.R.
----, 2010 WL 2720794 (Bankr. W.D. Mich.) (Hughes, J.).

The Huntington National Bank filed separate motions to
substantively consolidate the Chapter 7 cases of Cyberco Holdings,
Inc., and Teleservices Group, Inc. (Bankr. W.D. Mich. Case No. 05-
00690).  The Honorable Jeffrey R. Hughes denied both motions.

Three creditors filed an involuntary chapter 7 petition against
CyberCo Holdings, Inc., on Dec. 9, 2004 (Bankr. W.D. Mich. Case
No. 04-14905).  The involuntary petition was filed only days after
a state court had ordered a receiver to take control of Cyberco
and Teleservices.  The receiver did not oppose the Cyberco
petition and, as a consequence, an order for relief was filed the
next day.  The receiver, in turn, filed a voluntary Chapter 7
petition on behalf of Teleservices a month later.

Thomas Richardson is the trustee of the Cyberco estate and Marcia
Meoli is the trustee of the Teleservices estate.  Both trustees
are vigorously pursuing avoidance actions against Huntington under
various sections of the Bankruptcy Code.  Trustee Richardson
contends that Huntington received substantial preferential
transfers in connection with the indebtedness owed to it by
Cyberco.  As for Trustee Meoli, she claims not only that
Huntington itself received huge fraudulent transfers from
Teleservices, but also that Huntington received even larger
amounts as a subsequent transferee of other fraudulent transfers
made by Teleservices to Cyberco.

Huntington was apparently one of many victims of a massive fraud
perpetrated by Barton Watson and others through both Cyberco and
Teleservices, and is owed more than $16 million.  Mr. Watson's
scheme was as simple as it was brazen.  He sought out banks,
leasing companies, and other similar institutions on the pretext
that Cyberco needed more computer equipment for its rapidly
growing global business.  However, Cyberco never acquired any of
the equipment for which it had received funding.  Rather, Mr.
Watson would represent that Teleservices was Cyberco's source for
the desired equipment and, as a consequence, the finance companies
would forward the necessary funds to Teleservices on the mistaken
belief that Teleservices had something to sell.  Mr, Watson would
then have Teleservices issue false invoices and other documents to
evidence the supposed transaction.  As for Cyberco, Mr. Watson
packed its computer room with fake servers and he then swapped
serial numbers among those servers in order to deceive the victims
whenever they attempted an audit of their collateral.  The money
Teleservices collected was passed back to Cyberco, booked as fake
revenue, and used to pay the bills necessary to perpetuate the
fraud.


DAISY BAKER'S: Files for Chapter 11 Protection in New York
----------------------------------------------------------
Michael DeMasi at The Business Review of Albany reports that Daisy
Baker's filed for bankruptcy under Chapter 11 in the U.S.
Bankruptcy Court in Albany, New York.

Daisy Baker's operates a fine-dining restaurant in downtown Troy,
New York.  The Company expects the restaurant to continue
operations as it restructures its debts.

According to the report, the Company listed $18,725 in assets and
$143,672 in liabilities in its bankruptcy petition.  Debt includes
$85,887 owed to the New York State Department of Taxation and
Finance.  The Company expects to extend the terms of its debts as
part of the reorganization.


DEL MONTE: Fitch Says Liquidity Healthy, Debt Structures Balanced
-----------------------------------------------------------------
In a special report issued, Fitch Ratings examines liquidity, debt
structures and covenants for a subset of speculative grade food,
beverage and restaurant companies.  Fitch says liquidity is
healthy, debt structures are fairly balanced between secured and
unsecured obligations, and covenant restrictions provide adequate
to good protection for bondholders.

Issuers reviewed and their IDRs include Tyson Foods, Inc. ('BB';
Outlook Stable); Smithfield Foods, Inc. ('B-'; Outlook Stable);
Dole Food Co. ('B'; Outlook Stable); Del Monte Foods Co. ('BB+';
Outlook Positive); ARAMARK Corporation (ARAMARK; 'B'; Outlook
Stable); Burger King Corporation ('BB'; Outlook Stable);
Constellation Brands, Inc. ('BB'; Outlook Stable); and Dean Foods
Co. (Not Rated).  In aggregate, these firms have nearly
$24 billion of debt.

'Credit implications for these high yield food, beverage and
restaurant companies are stable to positive, said Carla Norfleet
Taylor, Director at Fitch.  Del Monte's ratings have a Positive
Outlook, after being upgraded in May, while continued debt
reduction concurrent with strong operating performance by Tyson
could result in positive rating actions.'

Liquidity and latest 12-month free cash flow for the firms in
Fitch's universe currently averages approximately $800 million and
more than $290 million, respectively.  Roughly 57% of the
$24 billion in debt of these companies is secured while 43% is
unsecured.  Fitch views Dole's covenants as being most restrictive
but believes Smithfield provides the most protection in a
leveraged buyout because of change of control put options in all
of its bonds.

'Default risk for even the lowest rated companies, such as
Smithfield and Dole, is no longer an immediate concern due to
recent refinancing activity and improved operating results,' said
Wesley E.  Moultrie, Senior Director at Fitch.


DELTA AIR: IAM & AFA Apply for Union Elections
----------------------------------------------
The International Association of Machinists and Aerospace Workers
and the Association of Flight Attendants filed applications with
the National Mediation Board on July 1, 2010, for rulings that
will lead to union representation elections at Delta Air Lines,
Inc.

The IAM represents 30,000 Northwest Airlines Corp. baggage
handlers and customer-service workers at Delta.  The AFA covers
flight attendants at the carrier.

As previously reported, Judge Paul Friedman of the U.S. District
Court for the District of Columbia upheld effective July 1, 2010,
a change in union voting procedures.  The District Court allowed
airline and railroad workers to form bargaining units with
approval from the majority casting ballots rather than a majority
of potential members.  Accordingly, unreturned ballots are no
longer counted as "no" votes.

The new union voting rule was endorsed by the National Mediation
Board on May 11, 2010, at the request of the AFL-CIO, the largest
U.S. federation of labor unions.  Judge Friedman's decision gave
the Unions the go signal to file for representation elections at
Delta.

In an official statement, the IAM said it is requesting separate
"single carrier" rulings from the NMB with respect to the
carrier's fleet service and passenger service classifications.
These rulings would establish that Delta and Northwest Airlines
are operating as one carrier for representational purposes in each
of these classifications, clearing the way for elections to be
scheduled for each of these combined work groups.  The IAM is
still investigating the single carrier status of stock clerks and
office and clerical employees.

Following the NMB's single carrier ruling, the IAM will have 14
days to provide evidence that sufficient interest exists in that
employee classification to warrant an election.  Proof of interest
is demonstrated by a combination of the IAM's current pre-merger
Northwest membership plus signed election request cards from pre-
merger Delta employees totaling at least 35 percent of eligible
employees in each classification.

"The IAM campaign at Delta is about giving workers a voice,
securing pension benefits and making sure Delta's merger with
Northwest does not strip workers of their right to an independent
voice at work," Stephen Gordon president of the IAM unit
representing Northwest workers, said in a statement to The
Associated Press.

Similarly, AFA-CWA said it asked the NMB to declare that the
airline is a single transportation system as a result of the
Delta-Northwest merger, thus paving the way for an election,
according to Workday Minnesota.

"Delta and Northwest flight attendants have waited a long time for
this day and are eager to move forward in creating a world-class
contract at the world's largest carrier," AFA-CWA President
Patricia Friend said in a statement to Workday Minnesota.  AFA's
filing with the NMB is the Union's third attempt at unionizing the
Delta attendants, the newspaper reported.

Delta spokeswoman Gina Laughlin told AP that the Company is
pleased about the developments.  Northwest employees at Delta
"have been waiting for the opportunity to make a decision about
whether or not to have union representation for more than 20
months, since our merger took place," Ms. Laughlin said.

                  Delta Joins ATA Appeal

Washington-based trade group Air Transport Association asked the
U.S. Court of Appeals for the District of Columbia Circuit to
review Judge Friedman's decision, according to Bloomberg News.

Delta joined ATA's Appeal, along with Fedex Corp., JetBlue Airways
Corp., AirTran Holdings Inc. and Alaska Air Group Inc. joined the
ATA's appeal.

The Appeal is styled Transport Association of America v. National
Mediation Board.

                       About Delta Air Lines

Atlanta, Georgia-based Delta Air Lines (NYSE: DAL) --
http://www.delta.com/or http://www.nwa.com/-- provides scheduled
air transportation for passengers and cargo throughout the United
States, and around the world.  The Company's route network is
centered on the hub system it operate at airports in Atlanta,
Cincinnati, Detroit, Memphis, Minneapolis/St. Paul, New York-JFK,
Salt Lake City, Paris-Charles de Gaulle, Amsterdam and Tokyo-
Narita. The hub operations include flights, which gather and
distribute traffic from markets in the geographic region
surrounding the hub to domestic and international cities and to
other hubs. The network is supported by a fleet of aircraft, which
is varied in terms of size and capabilities.  On December 31,
2009, the Company's wholly owned subsidiary Northwest Airlines,
Inc., merged with and into Delta.  The wholly owned subsidiary of
the Company is Northwest Airlines Corporation.

Northwest and 12 affiliates filed for Chapter 11 protection on
September 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930).
On May 21, 2007, the Court confirmed the Northwest Debtors'
amended plan.  That amended plan took effect May 31, 2007.

Delta and 18 affiliates filed for Chapter 11 protection on
September 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923).
Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represented
the Delta Debtors in their restructuring efforts. On April 25,
2007, the Court confirmed the Delta Debtors' plan.  That plan
became effective on April 30, 2007.

(Bankruptcy Creditors Service Inc. publishes Delta Air Lines
Bankruptcy News, http://bankrupt.com/newsstand/or 215/945-7000).

                        *     *     *

Delta Air Lines and Northwest Airlines carry a 'B/Negative/--'
corporate ratings from Standard & Poor's.  They also continue to
carry 'B2' corporate family ratings from Moody's and "B-" LT
Issuer Default rating from Fitch.

Delta Air carries a 'B-' issuer default rating from Fitch Ratings.


DELTA AIR: Inks Pacts to Sell Mesaba, Compass Subsidiaries
----------------------------------------------------------
Delta Air Lines, Inc., has entered into definitive agreements
dated July 1, 2010, to sell two of its wholly owned regional
airline subsidiaries, Mesaba and Compass Airlines.  Mesaba has
been sold to Memphis, Tennessee-based Pinnacle Airlines Corp. for
$62.0 million, and Compass has been sold to St. Louis-based Trans
States Holdings, Inc., for $20.5 million.

Pinnacle and Trans States are both large and experienced regional
airline operators, with Pinnacle currently serving as one of
Delta's largest regional carriers.

Under the terms of the agreements, Mesaba and Compass will
continue to serve Delta customers with long-term, extendable
agreements, ranging from seven to 12 years depending on aircraft
type.  Both Mesaba and Compass will continue to be headquartered
in Minneapolis-St. Paul with current presidents John Spanjers and
Tim Campbell, respectively, leading the airlines under new
ownership.

In an official statement, Delta Connection Senior Vice President
Don Bornhorst noted that the Agreements "[reflect] our continued
focus on streamlining the portfolio of Delta Connection carriers
serving our customers to ensure each partner airline is
independently positioned for success with a competitive cost
structure and an industry-leading focus on safety, reliability and
customer service."

"In recent years, the Delta Connection carriers have made
substantial progress in creating a consistent customer experience
across our brand with more First Class cabins, enhanced food
service, jetbridge boarding and other amenities Delta customers
expect when they fly Delta or Delta Connection flights.  This
transaction is another step in positioning our regional airlines
for future success and we look forward to delivering even more
improvements to customers in the more than 260 communities our
partners serve," Mr. Bornhorst added.

The structure of the Mesaba and Compass transactions provides for
long-term competitive cost structures at both airlines, as well as
incentives to reward Mesaba and Compass for operational excellence
and cost improvement.

                     Customer Service & Routes

In conjunction with the sale of both carriers, Delta will enter
into new Delta Connection agreements under which Mesaba and
Compass Airlines will continue to serve as Delta Connection
carriers.

Current plans are for Mesaba and Compass Airlines to operate as
wholly owned subsidiaries of Pinnacle Airlines Corp, Inc., and
Trans States Holdings, Inc.  The transactions are not expected to
result in any changes in flight schedules or locations served.
Compass and Mesaba's combined fleet of nearly 130 aircraft will
continue to be dedicated to flying Delta routes.

Compass and Mesaba's new owners -- Pinnacle and Trans States ? --
are long-standing regional airline operators with years of
experience working with Delta and other major airlines.

Pinnacle Airlines Corp., an airline holding company, is the parent
company of Pinnacle Airlines, Inc., and Colgan Air, Inc.  Pinnacle
Airlines, Inc., operates a fleet of 142 regional jets under the
Delta Connection brand.  Colgan Air, Inc., operates a fleet of 48
regional turboprops as Continental Connection, United Express and
US Airways Express.

Trans States Holdings, Inc. is the parent company of two regional
airlines -- Trans States Airlines and GoJet Airlines.  Together,
Trans States Holdings' regional airlines' 1,400 employees serve
nearly five million passengers annually to 69 cities on 330 daily
flights.  Trans States currently operates flights as United
Express and US Airways Express.

The proceeds from these transactions will be used by Delta for
general corporate purposes.


DELTA AIR: Seeks Disallowance of WTC Claims
-------------------------------------------
Reorganized Delta asks Judge Cecelia G. Morris of the U.S.
District Court for the Southern District of New York to expunge
Claim No. 6223 filed by Wilmington Trust Company with respect to
Aircraft Tail Nos. N943CA, N945CA, N946CA, N947CA and N948CA.

Michael E. Wiles, Esq., at Debevoise & Plimpton LLP, in New York,
tells Judge Morris that Debtor Comair Inc. entered into a
confidential settlement agreement dated July 15, 2008, with Export
Development Canada settling all matters with respect any interest
that EDC may have had in the Aircraft.

In October 2009, Comair entered into a confidential settlement
agreement with Wilmington Trust, settling all matters with respect
to any interest that Wilmington Trust, in its individual capacity,
may have had in a number of aircraft, including the Aircraft.

Under each of those Agreements, the Parties have each agreed to
waive, release, and discharge the Reorganized Debtors from any
additional claims related to the Aircraft, Mr. Wiles emphasizes.

Notwithstanding the Agreements, Claim No. 6223, filed by
Wilmington Trust, remains on the claims registers.

Accordingly, the Debtors seek to disallow the Claim in light of
the settlements that have already been finalized.  Any claim or
interest retained by Wilmington Trust, in its capacity as trustee,
has been settled pursuant to the EDC Agreement, Mr. Wiles avers.

                       About Delta Air Lines

Atlanta, Georgia-based Delta Air Lines (NYSE: DAL) --
http://www.delta.com/or http://www.nwa.com/-- provides scheduled
air transportation for passengers and cargo throughout the United
States, and around the world.  The Company's route network is
centered on the hub system it operate at airports in Atlanta,
Cincinnati, Detroit, Memphis, Minneapolis/St. Paul, New York-JFK,
Salt Lake City, Paris-Charles de Gaulle, Amsterdam and Tokyo-
Narita. The hub operations include flights, which gather and
distribute traffic from markets in the geographic region
surrounding the hub to domestic and international cities and to
other hubs. The network is supported by a fleet of aircraft, which
is varied in terms of size and capabilities.  On December 31,
2009, the Company's wholly owned subsidiary Northwest Airlines,
Inc., merged with and into Delta.  The wholly owned subsidiary of
the Company is Northwest Airlines Corporation.

Northwest and 12 affiliates filed for Chapter 11 protection on
September 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930).
On May 21, 2007, the Court confirmed the Northwest Debtors'
amended plan.  That amended plan took effect May 31, 2007.

Delta and 18 affiliates filed for Chapter 11 protection on
September 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923).
Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represented
the Delta Debtors in their restructuring efforts. On April 25,
2007, the Court confirmed the Delta Debtors' plan.  That plan
became effective on April 30, 2007.

(Bankruptcy Creditors Service Inc. publishes Delta Air Lines
Bankruptcy News, http://bankrupt.com/newsstand/or 215/945-7000).

                        *     *     *

Delta Air Lines and Northwest Airlines carry a 'B/Negative/--'
corporate ratings from Standard & Poor's.  They also continue to
carry 'B2' corporate family ratings from Moody's and "B-" LT
Issuer Default rating from Fitch.

Delta Air carries a 'B-' issuer default rating from Fitch Ratings.


DOLE FOOD: Fitch Says Liquidity Healthy, Debt Structures Balanced
-----------------------------------------------------------------
In a special report issued, Fitch Ratings examines liquidity, debt
structures and covenants for a subset of speculative grade food,
beverage and restaurant companies.  Fitch says liquidity is
healthy, debt structures are fairly balanced between secured and
unsecured obligations, and covenant restrictions provide adequate
to good protection for bondholders.

Issuers reviewed and their IDRs include Tyson Foods, Inc. ('BB';
Outlook Stable); Smithfield Foods, Inc. ('B-'; Outlook Stable);
Dole Food Co. ('B'; Outlook Stable); Del Monte Foods Co. ('BB+';
Outlook Positive); ARAMARK Corporation (ARAMARK; 'B'; Outlook
Stable); Burger King Corporation ('BB'; Outlook Stable);
Constellation Brands, Inc. ('BB'; Outlook Stable); and Dean Foods
Co. (Not Rated).  In aggregate, these firms have nearly
$24 billion of debt.

'Credit implications for these high yield food, beverage and
restaurant companies are stable to positive, said Carla Norfleet
Taylor, Director at Fitch.  Del Monte's ratings have a Positive
Outlook, after being upgraded in May, while continued debt
reduction concurrent with strong operating performance by Tyson
could result in positive rating actions.'

Liquidity and latest 12-month free cash flow for the firms in
Fitch's universe currently averages approximately $800 million and
more than $290 million, respectively.  Roughly 57% of the
$24 billion in debt of these companies is secured while 43% is
unsecured.  Fitch views Dole's covenants as being most restrictive
but believes Smithfield provides the most protection in a
leveraged buyout because of change of control put options in all
of its bonds.

'Default risk for even the lowest rated companies, such as
Smithfield and Dole, is no longer an immediate concern due to
recent refinancing activity and improved operating results,' said
Wesley E.  Moultrie, Senior Director at Fitch.


DREIER LLP: Trustees Make Settlement for Lawsuit Proceeds
---------------------------------------------------------
Bill Rochelle at Bloomberg News reports that the bankruptcy court
approved an agreement where the Chapter 11 trustee for Dreier LLP
will pay $200,000 in installments to Marc Dreier's Chapter 7
trustee. In return, the Chapter 11 trustee for the firm will
receive all proceeds from lawsuits against third parties based on
fraudulent transfers and preferences before bankruptcy.  The
bankruptcy trustees for Mr. Dreier and the firm he founded had
both claimed ownership of claims and lawsuits against third
parties.

According to the report, the first recovery to be covered by the
settlement between the trustees involves Vertition Fund
Management, which agreed to pay $9 million to the firm's Chapter
11 trustee.  Vertition, which settled before being sued, received
a $13.5 million payment one month before the fraud surfaced.  The
payment was on account of fraudulent notes that Vertition had
purchased.

                         About Dreier LLP

Marc Dreier founded New York-based law firm Dreier LLP --
http://www.dreierllp.com/-- in 1996.

On December 8, 2008, the U.S. Securities and Exchange Commission
filed a suit, alleging that Mr. Dreier made fraudulent offers and
sales of securities in several cities, selling fake promissory
notes to hedge and other private investment funds.  The SEC
asserted that Mr. Dreier also distributed phony financial
statements and audit opinions, and recruited accomplices in
connection with that scheme.  Mr. Dreier has been charged by the
U.S. government for conspiracy, securities fraud and wire fraud
(S.D.N.Y. Case No. 09-cr-00085-JSR).

Dreier LLP sought chapter 11 protection (Bankr. S.D.N.Y. Case No.
08-15051) on Dec. 16, 2008.  Stephen J. Shimshak, Esq., at Paul,
Weiss, Rifkind, Wharton & Garrison LLP, has been retained as
counsel.  The Debtor listed assets between $100 million and
$500 million, and debts between $10 million and $50 million in
its filing.

Wachovia Bank National Association, Sheila M. Gowan as trustee for
Dreier LLP's Chapter 11 Estate, and Steven J. Reisman as post-
confirmation representative of the bankruptcy estate of
360networks (USA) Inc. signed a petition that put Mr. Dreier into
bankruptcy under Chapter 7 on January 26, 2009 (Bankr. S.D.N.Y.
Case No. 09-10371).

Mr. Dreier, 60, pleaded guilty to fraud and other charges in May
2009.  The scheme to sell $700 million in fake notes unraveled in
late 2008.  Mr. Dreier is serving a 20-year sentence in a federal
prison in Minneapolis.


ENVIROSOLUTIONS HOLDINGS: Cramdown Plan Confirmed
-------------------------------------------------
Bill Rochelle at Bloomberg News reports that U.S. Bankruptcy Judge
Stuart M. Bernstein entered an order confirming the reorganization
plan for EnviroSolutions Holdings Inc.  The judge imposed a
cramdown on general unsecured creditors with $9.6 million in
claims who voted against the plan.

According to the report, under the Plan, first-lien creditors are
receiving almost all of the new stock plus an $85 million secured
term loan in return for a $198 million term loan.  The holders of
the existing term loan are projected to have a 77.8% recovery.
Second-lien lenders, owed $23.3 million, are receiving $1.4
million cash, as a gift from first-lien lenders.  Northwestern
Mutual Life Insurance Co., the holder of $41.7 million in
subordinated notes, received warrants for 5% of the stock.

The Plan, Bloomberg relates, gives unsecured creditors about 10%
in cash.  The unsecured creditors still objected to the Plan.  The
judge, however, confirmed the plan over their objection because he
found that the reorganization gives them more than they would
receive through liquidation.  Judge Bernstein concluded that the
Plan didn't discriminate against general unsecured creditors and
noted that the recovery on the second lien was "gift" from the
first-lien creditors.

                   About EnviroSolutions Holdings

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

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


EQUITY LIFE: Court Dismisses Chapter 11 Case
--------------------------------------------
The Hon. George B. Nielsen Jr., of the U.S. Bankruptcy Court for
the District of Arizona has dismissed Equity Life Holdings, Inc.'s
Chapter 11 bankruptcy case.

The Debtor failed to file a list of creditors in the proper format
as required by Local Bankruptcy Rule 1007-1.

Phoenix, Arizona-based Equity Life Holdings, Inc., filed for
Chapter 11 bankruptcy protection on July 14, 2010 (Bankr. D. Ariz.
Case No. 10-21943).  Michael G. Tafoya, Esq., who has an office in
Phoenix, Arizona, serves as counsel to the Company.  The petition
said that assets range from $1,000,001 to $100,000,000 while debts
are between $100,001 and $1,000,000.


EURAMAX HOLDINGS: Taps BofA and Deutsche Bank in Shares Sale
------------------------------------------------------------
Euramax Holdings, Inc., filed with the Securities and Exchange
Commission a Preliminary Prospectus dated July 22, 2010, in
connection with its planned public offering of common shares.  No
date has been set yet for the offering.

Bank of America Merrill Lynch and Deutsche Bank Securities will
serve as Joint Book-Running Managers in the offering.

The prospectus does not indicate how many shares will be sold or
how much funds will be raised.

On June 29, 2005, Euramax was acquired by private equity funds
affiliated with Goldman, Sachs & Co. and certain members of the
Company's senior management.  The aggregate purchase price paid
for all of the Company's common stock (including shares of common
stock issuable upon the exercise of options) in connection with
the Acquisition was $1.038 billion, excluding fees and related
expenses, less outstanding debt, net of cash and cash equivalents,
and certain transaction expenses. In connection with the
Acquisition, the Company's then-existing equity sponsors made an
equity contribution of $311.3 million and management rolled over
approximately $20.7 million of equity (which included a rollover
of $11.1 million of fully vested and exercisable options).  In
addition, the Company and its subsidiary Euramax International,
Inc. incurred $750.0 million of debt to finance the Acquisition.

Following the Acquisition, Euramax ceased reporting with the SEC
in October 2005.

The Prospectus however provides a peak into the Company.
According to the document, the Company's net sales increased $40.8
million, or 25.5%, to $200.5 million in the first quarter of 2010
compared to $159.7 million in the first quarter of 2009 as global
economic concerns diminished and pent up demand for many of the
Company's products was released.

The Company said income from operations was $3.1 million for the
first quarter of 2010, as compared to a loss of $(23.7) million
for the first quarter of 2009.  Net loss was $(19.2) million for
the first quarter of 2010, as compared to a net loss of $(45.0)
million for the first quarter of 2009.

On June 29, 2009, the Company, its then-existing equity sponsors,
its lenders and management shareholders agreed to a restructuring
of indebtedness owed to lenders under the Company's then-existing
first and second lien credit agreements and of amounts owed to
counterparties to the Company's existing interest rate swaps.  The
lenders cancelled 100% of amounts owed under the second lien
credit agreement, consisting of principal and accrued interest of
$191 million and $12 million, respectively, in exchange for 100%
of the Company's issued and outstanding common stock as of the
date of the Restructuring.  The common stock was issued to lenders
in proportion to their holdings of the second lien loans
immediately prior to the Restructuring.  The then-existing equity
sponsors lost all of their equity investment in the Company.

                      About Euramax Holdings

Euramax is an international producer of metal and vinyl products
sold to the residential repair and remodel, non-residential
construction and recreational vehicle markets primarily in North
America and Europe.  It considers itself a leader in several niche
product categories, including preformed roof-drainage products
sold in the U.S., metal roofing and siding for wood frame
construction in the U.S., and aluminum siding for towable RVs in
the U.S. and Europe.

At December 25, 2009, the Company had $758,626,000 in total assets
against $711,566,000 in total liabilities.

As of June 30, 2010, Euramax carries "Caa1" long-term debt ratings
from Moody's and "B-" long-term debt ratings from Standard &
Poor's.


EVEREST HOLDINGS: Creditors Win Bid to Examine 7677 East Deal
-------------------------------------------------------------
Bankruptcy Law360 reports that the official committee of unsecured
creditors for a bankrupt affiliate of Everest Development Co. has
won its bid to examine prebankruptcy transactions to determine
what the company's actual assets are and make sure the developer
has not squirreled away funds.

Law360 says Judge Michael E. Romero of the U.S. Bankruptcy Court
for the District of Colorado on Friday granted the committee
access to records relating to Everest's 7677 East Berry Avenue
Associates.

Nevada, Texas-based Everest Holdings, LLC, operates a real estate
business.  It filed for Chapter 11 bankruptcy protection on
August 30, 2009 (Bankr. D. Colo. Case No. 09-27906).  Its
affiliates, EDC Denver I, LLC, and 7677 East Berry Avenue
Associates, L.P., also filed for bankruptcy.  Daniel J. Garfield,
Esq., and Michael J. Pankow, Esq., who both have offices in
Denver, Colorado, assist Everest Holdings in its restructuring
efforts.  Everest Holdings estimated $100,000,001 to $500,000,000
in assets and $50,000,001 to $100,000,000 in liabilities in its
Chapter 11 petition.


FILM DEPARTMENT: Posts $4.1 Million Net Loss in Qtr Ended March 31
------------------------------------------------------------------
The Film Department Holdings, Inc. (formerly known as The Film
Department Holdings LLC), filed on June 10, 2010, its quarterly
report on Form 10-Q for the three months ended March 31, 2010.

In connection with the planned initial public offering of The Film
Department Holdings LLC's common stock, the Company converted from
a Delaware limited liability company to a Delaware corporation
named The Film Department Holdings, Inc. on April 26, 2010.  The
Company was a Delaware limited liability company at all times
during the period January 1, 2010, through March 31, 2010, the
period covered by this report on Form 10-Q.

The Company reported a net loss of $4.1 million on $5.8 million of
revenue for the three months ended March 31, 2010, compared with a
net loss of $3.6 million on no revenue for the same period of
2009.

The Company's balance sheet at March 31, 2010, showed
$37.3 million in assets, $29.9 million of liabilities, and
$41.6 million of redeemable member units, for a members' deficit
of $34.2 million.

For the three months ended March 31, 2010 and 2009, the Company
had incurred a net loss of $4.1 million and $3.6 million,
respectively, and an accumulated members' deficit of
$34.2 million and $23.69 million, respectively.  For the three
months ended March 31, 2010, and 2009, cash flows from operating
activities was not sufficient to support its operations.  Also,
the Company had Events of Default under the Senior Credit Facility
and Securities Purchase Agreement.  These matters, among others,
raise substantial doubt about the Company's ability to continue as
a going concern.

The Company was unable to pay scheduled quarterly interest
payments totaling $2.16 million on June 30, 2009, under the Second
Lien Notes.  The Company negotiated forbearance agreements on
September 2, 2009, with its Note Holders under the Securities
Purchase Agreement and Senior Credit Facility pursuant to which
the holders agreed to forbear from exercising any rights and
remedies under the Securities Purchase Agreement and the Senior
Credit Facility (absent the occurrence of any additional events of
default thereunder) until June 30, 2010, and December 31, 2009,
respectively.

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

              http://researcharchives.com/t/s?64c5

Based in West Hollywood, Calif., The Film Department Holdings,
Inc., is an independent motion picture finance and production
company founded in 2007 by Mark Gill and Neil Sacker, a management
team with more than 40 years of combined experience in the film
industry.  Since that time the Company has produced two films and
has concluded filming and entered post-production on a third.  The
first film released in the U.S., Law Abiding Citizen, has achieved
$73 million in gross revenue at the North American box office and
more than $121 million worldwide to date (which includes the North
American box office).  The Company's second film, The Rebound, has
been released internationally and is targeted for a Summer 2010
U.S. theatrical release.


FLEETWOOD ENTERPRISES: Files Amended Joint Plan of Liquidation
--------------------------------------------------------------
Fleetwood Enterprises filed a Third Amended Joint Plan of
Liquidation with the U.S. Bankruptcy Court, BankruptcyData.com
reports.

As reported in the Troubled Company Reporter on May 14, pursuant
to prior orders of the Bankruptcy Court, the Debtors have
sold or will sell substantially all of their assets.  The 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.  To accomplish these liquidation and
distribution goals, the Plan contemplates the creation of a
Liquidating Trust to hold estate assets and the appointment of a
Liquidating Trustee to administer the assets.

According to BData, the Plan, as amended, embodies a settlement in
principle with the majority holders of 14% Notes and 6% Notes
that, in the aggregate, asserted in excess of $233 million of
claims against the Debtors.  In December 2008, approximately $81
million of the 5% Notes issued by FEI were exchanged for 14%
notes, which were guaranteed and secured by certain assets of the
Debtors.  The Debtors instituted an avoidance action against the
14% Notes.  The Creditors' Committee was then given standing to
pursue the avoidance action and filed an amended complaint to
avoid the issuance of the14% Notes, the security interests and
guarantees granted to the holders of the 14% Notes.

According to the BData report, the Plan Proponents believe that
the Noteholder Settlement, which resolves the litigation against
the holders of the 14% Notes, avoids litigation over the relative
rights of the 14% Notes, is in the best interests of the Estates
and will provide a far greater recovery to general unsecured
creditors than awaiting the uncertain results of expensive
protracted litigation against the 14% Notes."

A hearing to consider confirmation of the Plan has been scheduled
for July 29, 2010.

                    About Fleetwood Enterprises

Based in Riverside, California, Fleetwood Enterprises, Inc., was
the second largest manufactured housing maker in the U.S. and the
largest manufacturer of recreational vehicles over 30 feet in
length.

Fleetwood Enterprises listed assets of $560 million against debt
totaling $624 million in its bankruptcy petition.  Fleetwood
Enterprises, together with 19 of affiliates, filed for Chapter 11
protection on March 10, 2009 (Bankr. C.D. Calif. Lead Case No.
09-14254).  Craig Millet, Esq., and Solmaz Kraus, Esq., at Gibson,
Dunn & Crutcher LLP, represent the Debtors in their restructuring
efforts.  FTI Consulting Inc. is the financial advisor to the
Debtors.  The Debtors tapped Greenhill & Co. LLC as its investment
banker.


FONTAINEBLEAU L.V.: $19 Mil. in Claims Change Hands for June
------------------------------------------------------------
The Clerk of the Bankruptcy Court recorded the transfer of 13
claims totaling $19,012,606 for the period June 1 - June 30, 2010,
from Cantor Fitzgerald Securities:

   Transferee                        Claim No.    Claim Amount
   ----------                        ---------    ------------
   Wexford Spectrum Investors LLC        --         $2,535,014
   Wexford Spectrum Investors LLC        --          2,112,512
   Wexford Spectrum Investors LLC        --          2,112,512
   Wexford Spectrum Investors LLC        --          2,112,512
   Wexford Spectrum Investors LLC        --          2,112,512
   Wexford Spectrum Investors LLC        --          2,112,512
   Wexford Spectrum Investors LLC        --          2,112,512
   Debello Investors LLC                 --          1,436,508
   Debello Investors LLC                 --            957,672
   Debello Investors LLC                 --            478,836
   Wexford Spectrum Investors LLC        --            450,669
   Wexford Spectrum Investors LLC        --            253,501
   Wexford Spectrum Investors LLC        --            225,334

For the period May 1 - May 31, 2010, the Clerk of the Bankruptcy
Court recorded the transfer of six claims totaling $40,645,199.

                         *     *     *

Susan Gutierrez, the Court's Deputy Clerk, notifies parties-in-
interest that pursuant to Rule 3001(e) of the Federal Rules of
Bankruptcy Procedure, evidence of complete or partial transfer of
several claims has been filed with the Court.

The transferors are:

  -- Blue Ridge Investments LLC;
  -- Cantor Fitzgerald Securities;
  -- Debello Investors LLC;
  -- Morgan Stanley Senior Funding, Inc.; and
  -- Wexford Spectrum Investors LLC.

If no objections are filed, the transferees will be substituted as
claimant of the transferred claim in place of the original
claimant.

                   About Fontainebleau Las Vegas

Fontainebleau Las Vegas -- http://www.fontainebleau.com/-- is
constructing a luxury resort, Fontainebleu Las Vegas, on the
northern end of the Las Vegas Strip.

Fontainebleau Las Vegas Holdings, LLC, and its units filed for
Chapter 11 protection on June 9, 2009 (Bankr. S.D. Fla. Lead Case
No. 09-21481).   Scott L Baena, Esq., at Bilzin Sumberg Baena
Price & Axelrod LLP, represented the Debtors in their
restructuring effort.   The Debtors' claims agent is Kurtzman
Carson Consulting LLC.  Attorneys at Genovese Joblove & Battista,
P.A., and Fox Rothschild, LLP, represent the Official Committee of
Unsecured Creditors.  Fontainebleau Las Vegas LLC listed more than
$1 billion in debt and a similar amount in assets, while each of
Fontainebleau Las Vegas Capital Corp. and Fontainebleau Las Vegas
Holdings, LLC, listed less than $50,000 in assets and more than
$1 billion in debts.

In February 2010, Icahn Enterprises L.P. acquired from
Fontainebleau Las Vegas and certain affiliated entities, the
Fontainebleau property and improvements thereon located in Las
Vegas, Nevada, for an aggregate purchase price of approximately
$150 million.  The bankruptcy case was subsequently converted to
Chpater 7.

Soneet R. Kapila has been named the trustee for the Chapter 7 case
of Fontainebleau Las Vegas.

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


FONTAINEBLEAU L.V.: Judge Cristol Certifies Questions of Law
------------------------------------------------------------
Florida Bankruptcy Court Judge A. Jay Cristol issued an order
certifying questions of law to the Nevada Supreme Court in
connection with the litigation in the Florida District Court among
parties to the Debtors' prepetition loan agreement.

Judge Cristol says he certifies the three questions because there
is no controlling precedent from the Nevada Supreme Court and
because the resolution of the Nevada Action poses a significant
potential impact upon debtor and creditor relations in both
federal and state courts.

The questions and issues for determination are:

  (1) Whether the Senior Lenders' mortgage is senior to the
      mechanics' liens by virtue of the legal doctrine of
      equitable subrogation and loan replacement and
      modification, inasmuch as loan proceeds secured by Bank of
      America, as administrative agent for the Senior Lenders,
      were used to completely satisfy a senior mortgage which
      was recorded prior to the commencement of any work on the
      Project, with the expectation that the new loan would be
      secured by a lien with the same priority as the loan being
      satisfied?

  (2) Whether Section 108.221 of the Nevada Revised Statutes et
      seq. prohibits the use of equitable subrogation as found
      in Section 7.6 of the Restatement of Mortgages, or the use
      of replacement and modification as found in Section 7.3 of
      the Restatement of Mortgages, to allow a mortgage to "step
      into the shoes of" a pre-existing lien, which was fully
      satisfied by the mortgagee, when the pre-existing lien was
      recorded prior to the commencement of any work or
      improvement giving rise to a statutory lien under Section
      108.221 et seq.? and

  (3) Whether subordination agreements executed by certain
      mechanics and materialman lien claimants, purporting to
      subordinate their liens to a new mortgage, are
      enforceable?

Judge Cristol noted that the identical questions were previously
certified by the Nevada Bankruptcy Court, in Terra Contracting,
Inc. v. VCSP, LLC et al., Adv. No. 09-01114-LBR.  However, prior
to any determination by the Nevada Supreme Court, the parties to
that action resolved all pending issues at a mandatory mediation
and sought withdrawal of the order certifying the questions.

             Wilmington Wants Proceedings Stayed

Wilmington Trust FSB, as administrative agent, asks the Florida
Bankruptcy Court to stay the adversary proceeding until issues
certified by the Florida Bankruptcy Court to the Nevada Supreme
Court have been resolved.

James H. Post, Esq., at Smith Hulsey & Busey, in Jacksonville,
Florida, contends that the United States Supreme Court has
recognized that a stay of federal proceedings may be appropriate
when state court proceedings may result in a definitive ruling on
a state law issue.  In this case, he notes, the Florida Bankruptcy
Court directed the sequential adjudication of the issues in
Wilmington's complaint to avoid expenditure of resources for
discovery and litigation that ultimately may not be required.

The Florida Bankruptcy Court also has proactively managed the
discovery process in the adversary proceedings by appointing co-
lead counsel for the Defendants and conducting discovery status
conferences, Mr. Post relates.

In that same spirit, Mr. Post says, now that a certification
process has been begun, and to further effectuate the Florida
Bankruptcy Court's intent to secure the just and inexpensive
determination of the adversary proceeding, Wilmington submits that
a stay of the adversary proceeding during the pendency of the
certification of issues to the Nevada Supreme Court will allow the
parties and the Florida Bankruptcy Court to avoid expensive and
time consuming discovery and litigation of matters that (i) may
not ultimately be required, or (ii) may take a different or more
focused approach after the subrogation and subordination issues
are decided by the Nevada Supreme Court.

The Court will convene a hearing on July 29, 2010, to consider the
approval of the Stay Motion.

               Wilmington Seeks Protective Order

Wilmington, pursuant to Rules 7026 and 7030 of the Federal Rules
of Bankruptcy Procedure, asks the Court to enter a protective
order limiting the scope and timing of discovery sought by QTS
Logistics Inc. and Quality Transportation Services of Nevada, Inc.

Mr. Post alleges that contrary to the custom and practice in this
district, there was no effort by the QTS attorneys to pre-arrange
the deposition date with counsel for Wilmington before QTS served
subpoenas duces tecum on Robert Barone and Inspection and
Valuation International, Inc., on June 14, 2010.  He adds that QTS
also served four more subpoenas for FF&E Purchasing Associates
LLC, Turnberry Ltd., Turnberry LLC and Turnberry West
Construction, Inc.

The depositions of FF&E, Turnberry Ltd. and Turnberry LLC are
currently scheduled for July 30, 2010, in Fort Lauderdale,
Florida.  The deposition of Turnberry West is scheduled for the
same day, except that deposition is scheduled to take place in Las
Vegas, Nevada, Mr. Post discloses.

A protective order is necessary to protect Wilmington and the
deponents from the undue burden and expense of the improper QTS
discovery, Mr. Post argues.  He adds, among other things, that the
unilateral scheduling of multiple depositions in multiple
locations on short notice and on dates on which Wilmington is
unavailable is oppressive and places an undue burden and expense
on Wilmington.

The hearing to consider Wilmington's request for protective order
will be held on July 29, 2010.

                         *     *     *

Defendant M&M Lienholders have notified the Florida Bankruptcy
Court and parties-in-interest that deposition duces tecum will be
taken of:

  -- the Custodian of Records for Inspection and Valuation
     International, Inc., on July 28, 2010; and

  -- Robert Barone, R.A., on July 28, 2010.

However, the notices of deposition have been subsequently
withdrawn.

                   About Fontainebleau Las Vegas

Fontainebleau Las Vegas -- http://www.fontainebleau.com/-- is
constructing a luxury resort, Fontainebleu Las Vegas, on the
northern end of the Las Vegas Strip.

Fontainebleau Las Vegas Holdings, LLC, and its units filed for
Chapter 11 protection on June 9, 2009 (Bankr. S.D. Fla. Lead Case
No. 09-21481).   Scott L Baena, Esq., at Bilzin Sumberg Baena
Price & Axelrod LLP, represented the Debtors in their
restructuring effort.   The Debtors' claims agent is Kurtzman
Carson Consulting LLC.  Attorneys at Genovese Joblove & Battista,
P.A., and Fox Rothschild, LLP, represent the Official Committee of
Unsecured Creditors.  Fontainebleau Las Vegas LLC listed more than
$1 billion in debt and a similar amount in assets, while each of
Fontainebleau Las Vegas Capital Corp. and Fontainebleau Las Vegas
Holdings, LLC, listed less than $50,000 in assets and more than
$1 billion in debts.

In February 2010, Icahn Enterprises L.P. acquired from
Fontainebleau Las Vegas and certain affiliated entities, the
Fontainebleau property and improvements thereon located in Las
Vegas, Nevada, for an aggregate purchase price of approximately
$150 million.  The bankruptcy case was subsequently converted to
Chpater 7.

Soneet R. Kapila has been named the trustee for the Chapter 7 case
of Fontainebleau Las Vegas.

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


FONTAINEBLEAU L.V.: Water FX Has May Meacham as Counsel
-------------------------------------------------------
Water FX, LLC, sought and obtained the U.S. Bankruptcy Court's
authority to (i) replace May, Meacham and Davell, and Pezzillo
Robinson with Shraiberg Ferrara and Landau, P.A., and Gordon
Silver as its counsel of record in Fontainebleau Las Vegas'
bankruptcy cases, and (ii) relieve May, Meacham and Davell, and
Pezzillo Robinson of any further responsibility in the cases and
related actions, effective as of January 4, 2010.

Water FX is one of the Debtors' contractors and lien claimants.
Water FX filed a notice of perfection of its mechanic's liens
asserting lien against the properties of Debtor Fontainebleau Las
Vegas, LLC, for $462,820.

                   About Fontainebleau Las Vegas

Fontainebleau Las Vegas -- http://www.fontainebleau.com/-- is
constructing a luxury resort, Fontainebleu Las Vegas, on the
northern end of the Las Vegas Strip.

Fontainebleau Las Vegas Holdings, LLC, and its units filed for
Chapter 11 protection on June 9, 2009 (Bankr. S.D. Fla. Lead Case
No. 09-21481).   Scott L Baena, Esq., at Bilzin Sumberg Baena
Price & Axelrod LLP, represented the Debtors in their
restructuring effort.   The Debtors' claims agent is Kurtzman
Carson Consulting LLC.  Attorneys at Genovese Joblove & Battista,
P.A., and Fox Rothschild, LLP, represent the Official Committee of
Unsecured Creditors.  Fontainebleau Las Vegas LLC listed more than
$1 billion in debt and a similar amount in assets, while each of
Fontainebleau Las Vegas Capital Corp. and Fontainebleau Las Vegas
Holdings, LLC, listed less than $50,000 in assets and more than
$1 billion in debts.

In February 2010, Icahn Enterprises L.P. acquired from
Fontainebleau Las Vegas and certain affiliated entities, the
Fontainebleau property and improvements thereon located in Las
Vegas, Nevada, for an aggregate purchase price of approximately
$150 million.  The bankruptcy case was subsequently converted to
Chpater 7.

Soneet R. Kapila has been named the trustee for the Chapter 7 case
of Fontainebleau Las Vegas.

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


FORD MOTOR: Posts $2.6 Billion Net Income for 2nd Quarter
---------------------------------------------------------
Ford Motor Company reported second quarter 2010 net income of
$2.6 billion, or 61 cents per share, a $338 million improvement
from second quarter 2009, as each of its major business operations
around the world recorded improved profits.

Excluding special items, Ford reported a pre-tax operating profit
of $2.9 billion, or 68 cents per share, an improvement of $3.5
billion from a year ago and a $932 million improvement from the
prior quarter, and the Company's best quarterly performance since
the first quarter of 2004.  Ford has posted an Automotive and
total company pre-tax operating profit for four consecutive
quarters.

Ford North America posted a second quarter pre-tax operating
profit of $1.9 billion, a $2.8 billion improvement from second
quarter 2009.

"We delivered a very strong second quarter and first half of 2010
and are ahead of where we thought we would be despite the still-
challenging business conditions," said Ford President and CEO Alan
Mulally.  "We remain on track to deliver solid profits and
positive Automotive operating-related cash flow for 2010, and we
expect even better financial results in 2011.

"Our progress is being led by the strength of our new products and
our leaner, global structure," Mr. Mulally added.  "Customers are
responding to our strongest ever product lineup -- a full family
of vehicles with world-class quality, fuel efficiency, safety,
smart design and value."

Ford's second quarter revenue was $31.3 billion, up $4.5 billion
from the same period a year ago.  Excluding Volvo revenue from
2009, Ford's revenue in the second quarter was up $7.4 billion
compared to 2009, or over 30 percent.

Automotive operating-related cash flow was positive $2.6 billion
during the second quarter, primarily reflecting pre-tax operating
profits and favorable changes in working capital.

Ford finished the second quarter with $21.9 billion in Automotive
gross cash, a decrease of $3.4 billion since the first quarter, as
a result of substantial debt reduction actions.  Including
available credit lines, total Automotive liquidity was $25.4
billion at the end of the quarter.

The Company ended the second quarter with Automotive debt of $27.3
billion, down $7 billion in the quarter.  The reduction included a
$3.8 billion payment by Ford to the UAW Retiree Medical Benefits
Trust, and a $3 billion repayment of Ford's revolving credit
facility.  The debt reduction will save Ford more than $470
million in annualized interest savings.

Special items were an unfavorable pre-tax amount of $95 million in
the second quarter.  Ford recorded $229 million of personnel and
dealer-related charges related primarily to the plan to
discontinue production of the Mercury brand, which was offset
partially by $94 million of favorable held-for-sale adjustments
for Volvo and a $40 million gain related to the full pre-payment
of Ford's VEBA Note A debt obligation at a discount.

The first half cost associated with Mercury discontinuation and
total U.S. dealer reductions is expected to be somewhat less than
half of the total expected special item charges for these actions
during the 2010 to 2011 period.

If Volvo had continued to be reported as an ongoing operation,
Ford would have reported a second quarter pre-tax operating profit
of $53 million for Volvo, representing a $290 million improvement
compared to the second quarter of 2009.

"Our fundamental business is strong and we continue to gain
momentum around the world," said Lewis Booth, Ford executive vice
president and chief financial officer.  "Profits improved across
our global business operations in the second quarter and we made
continued progress in paying down our debt and strengthening our
balance sheet."

A full-text copy of the Company's earnings release is available
for free at http://ResearchArchives.com/t/s?671b

                   Pricier Cars Bring in Profit

According to Bloomberg News, Ford Motor completed its most
profitable first half in more than a decade, as car buyers pay
more for its new models.  Chief Executive Officer Alan Mulally
overhauled Ford's lineup, redesigning cars such as the Taurus and
Fusion, and adding extras like heated leather seats and voice-
activated electronics.  He also boosted quality, winning Ford
price gains of $1.1 billion on cars and trucks in the quarter and
helping all of its auto units worldwide.

                         About Ford Motor

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

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

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

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


FREDDIE MAC: Files June 2010 Monthly Volume Summary
---------------------------------------------------
Freddie Mac said in its June 2010 Monthly Volume Summary that the
total mortgage portfolio decreased at an annualized rate of 0.9%
in June.  It also said that refinance-loan purchase and guarantee
volume was $19.1 billion in June, up from $17.1 billion in May.

Additional highlights include:

   * Total number of loan modifications were 21,367 in June 2010
     and 93,568 for the six months ended June 30, 2010.

   * The aggregate unpaid principal balance (UPB) of its mortgage-
     related investments portfolio decreased by approximately
     $8.6 billion.

   * Total guaranteed PCs and Structured Securities issued
     decreased at an annualized rate of 0.6% in June.

   * Its single-family delinquency rate decreased to 3.96% in
     June.  Multifamily delinquency rate decreased to 0.28% in
     June.

   * The measure of its exposure to changes in portfolio market
     value (PMVS-L) averaged $397 million in June.  Duration gap
     averaged 0 months.

A full-text copy of the Company's Monthly Volume Summary filed
with the Securities and Exchange Commission is available for free
at http://ResearchArchives.com/t/s?671c

                        About Freddie Mac

Based in McLean, Virginia, Freddie Mac (NYSE: FRE)
-- http://www.FreddieMac.com/-- was established by Congress in
1970 to provide liquidity, stability and affordability to the
nation's residential mortgage markets.  Freddie Mac supports
communities across the nation by providing mortgage capital to
lenders.  Over the years, Freddie Mac has made home possible for
one in six homebuyers and more than five million renters.

Freddie Mac is under conservatorship and is dependent upon the
continued support of Treasury and FHFA to continue operating its
business.  The Company received $6.1 billion and $30.8 billion in
June 2009 and March 2009, respectively, pursuant to draw requests
that FHFA submitted to Treasury on the Company's behalf to address
the deficits in the Company's net worth as of March 31, 2009, and
December 31, 2008, respectively.  As a result of funding of the
draw requests, the aggregate liquidation preference on the senior
preferred stock owned by Treasury increased from $14.8 billion as
of December 31, 2008, to $51.7 billion on December 31, 2009.


GARY MCLEAN: Creditors Have Until Sept. 20 to File Proofs of Claim
------------------------------------------------------------------
The Hon. Marc L. Barreca of the U.S. Bankruptcy Court for the
Western District of Washington established September 20, 2010, as
the last day for any individual or entity to file proofs of claim
against Gary R. McLean.

The Court also set October 20 as the governmental units bar date.

The Debtor is represented by:

     Kevin P. Hanchett, Esq.
     Jeffrey L. Smoot, Esq.
     Lasher Holzapfel Sperry & Ebberson, P.L.L.C.
     601 Union Street, Suite 2600
     Seattle, WA 98101-4000
     Tel: (206) 624-1230

                       About Gary R. McLean

Seattle, Washington-based Gary R. McLean filed for Chapter 11
bankruptcy protection on April 20, 2010 (Bankr. W.D. Wash. Case
No. 10-14407).  Jeffrey L. Smoot, Esq., at Lasher Holzapfel Sperry
& Ebberson PLLC, assists the Company in its restructuring effort.
The Company estimated its assets and debts at $10,000,001 to
$50,000,000.


GENERAL MOTORS: Lawmaker Questions AmeriCredit Purchase
-------------------------------------------------------
The Deal's Lou Whiteman reports that critics including Sen. Chuck
Grassley, R-Iowa, are calling for an investigation of General
Motors Co.'s planned $3.5 billion purchase of auto lender
AmeriCredit Corp., and into why GM is using cash to buy the
subprime lender instead of to pay back the government.

According to Mr. Whiteman, Sen. Grassley noted that GM's previous
experience as a lender ended poorly: GMAC LLC (now Ally Financial
Inc. [NYSE:GJM]), which was spun out of GM in 2006, needed its own
bailout last year.

"After GM's experience with GMAC, which left GM seeking a taxpayer
bailout, you have to think the company and, in turn, the taxpayers
would be better off if GM focused on making cars that people want
to buy and stayed clear of repeating its effort to make high-risk
car loans," Mr. Whiteman quotes Sen. Grassley as saying.

Mr. Whiteman notes that GM, still 61% owned by the U.S. Treasury,
spun the purchase as a key step in creating a viable business able
to launch an initial public offering and help taxpayers recoup
more of the $49.5 billion extended to it last year.

According to Mr. Whiteman, the question for lawmakers is whether
it is better to receive some repayment now, or hope for a better
return later.  If the lack of a financing arm really is stunting
sales, the government stands to lose a lot more than $3.5 billion
should the IPO be poorly received and GM's valuation suffers.

                       About General Motors

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

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

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

                   About Motors Liquidation

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

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

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


GENERAL MOTORS: Said to Sell Chevrolet Volt for About $40,000
-------------------------------------------------------------
General Motors Co. plans to sell its Chevrolet Volt electric car
for about $40,000, Bloomberg News reported, citing a person
familiar with the plans.  At just over $40,000, the Volt will sell
for a premium over Nissan Motor Co.'s Leaf all-electric car, which
is scheduled to go on sale in November for $32,780.

GM is making the pitch that the Volt's longer driving range on a
single charge and tank of gasoline will make it a better buy for
most drivers than Nissan's Leaf, said Jim Hall, principal of 2953
Analytics Inc.  "It's a duel of being ultragreen versus having
better driving range."

                       About General Motors

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

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

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

                   About Motors Liquidation

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

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

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


GREAT ATLANTIC: Names New CEO as Part of Turnaround Strategy
------------------------------------------------------------
The Board of Directors of the Great Atlantic & Pacific Tea
Company, Inc., has appointed Sam Martin as the new President and
Chief Executive Officer to succeed Ron Marshall, who has left the
Company.

Christian Haub, Executive Chairman, said, "The Board and the
company's major shareholders, Tengelmann and Yucaipa, have been
instrumental in developing what I believe is the right turnaround
strategy for A&P.  As we moved to the implementation and execution
stage of this comprehensive operational and revenue-driven
turnaround, the Board determined that the company needed a leader
at the helm with the skill set Sam Martin possesses.  Sam is a
proven, hands on operational expert in the food retail industry.
He has an ideal mix of food industry management experience
encompassing operations, merchandising and supply chain.  We are
confident that he will successfully drive the rapid implementation
of our multi-faceted effort to make A&P a stronger and more
efficient company.  We thank Ron Marshall for his service and wish
him well in his future endeavors."

Sam Martin has more than three decades of management experience in
the food retail industry with increasing operational
responsibility.  He joins A&P from OfficeMax, where he was Chief
Operating Officer since 2007.  In this role, he was responsible
for all domestic and international Contract and Retail
merchandising operations of the company, supply chain and
communications.  Prior to joining OfficeMax, Mr. Martin was Chief
Operating Officer for Wild Oats Markets, Inc. through the
company's acquisition by Whole Foods. His experience also includes
senior management roles at ShopKo Stores Inc. and Fred Meyer.

Sam Martin, incoming President and Chief Executive Officer, said,
"I am thrilled to be joining A&P and to have the opportunity to
lead the company's turnaround effort at this important time in its
history.  I look forward to working with the Board, Christian and
A&P's talented associates to quickly execute on the opportunities
for improving our performance in the near term and to put the
company on a solid foundation for the future."

Christian Haub, Executive Chairman, said, "Although we are clearly
disappointed with our performance in the first quarter, we are
confident that we now have the right leadership in place to drive
this operational and revenue-driven turnaround effort and make A&P
a great company again.  We are focused on improving our customer
value proposition, as well as significantly reducing our
structural and operating costs.  Our progress on enhancing our
customers' experience across our store formats illustrates our
commitment to moving forward aggressively.  We remain steadfastly
focused on taking the actions necessary to position A&P for a
strong future."

                       About Great Atlantic

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

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


GREAT ATLANTIC: Posts $122 Million Net Loss for June 19 Quarter
---------------------------------------------------------------
Great Atlantic & Pacific Tea Company, Inc., announced fiscal 2010
first quarter results and launched a turnaround designed to
strengthen A&P's operating and financial foundation and enhance
the customer experience.

First Quarter 2010 Financial Highlights:

   * Sales for the first quarter were $2.6 billion versus $2.8
     billion in last fiscal year's first quarter.  Comparable
     store sales decreased 7.2%.

   * Excluding non-operating items, adjusted EBITDA was $19
     million versus $81 million for last fiscal year's first
     quarter.

   * Adjusted loss from operations was $51 million versus adjusted
     income from operations of $4 million in last fiscal year's
     first quarter.

   * For the first quarter, reported loss from continuing
     operations was $116 million which includes charges of $5
     million for long-lived asset impairment and income of $8
     million for mark to market adjustments related to financial
     liabilities.

   * Loss from continuing operations in last year's first quarter
     totaled $58 million and included losses of $2 million for
     mark to market adjustments related to financial liabilities.

The company reported $122.6 million net loss on $2.5 billion sales
for the 16 weeks ended June 19, 2010, compared with $65.1 million
net loss on $2.7 billion for the 16 weeks ended June 20, 2009.

The company's balance sheet for June 19, 2010, showed $2.6 billion
total assets, $897.0 million total current liabilities, $2.3
billion total non-current liabilities, and $135.0 million series A
redeemable preferred stock, for a $659.0 million total
stockholders' deficit.

                        Turnaround Strategy

The comprehensive operational and revenue-driven turnaround
initiative is designed to generate sustained profitability and
cash flow, drive sales growth, restore competitive margins to the
business and strengthen the foundation of the company for the long
term.  The four key elements of the turnaround are:

   * Improve the company's customer value proposition through
     merchandising;

   * Enhance the customer experience and drive clear brand
     identity;

   * Lower structural and operating costs; and

   * Implement new financing initiatives to augment first quarter
     liquidity of $253 million.

In addition to its revenue-generation and cost reduction
initiatives, the company is pursuing capital raising
opportunities, including incremental financing through its current
bank facility.  The company also is pursuing sale-leaseback
transactions and the sale of certain none-core assets.

Sam Martin, incoming President and Chief Executive Officer, said,
"I firmly believe that this turnaround will strengthen A&P's
operating foundation and improve our performance.  I have faced
similar situations in my career and have successfully navigated
through them.  We will move quickly to implement this turnaround
for the benefit of all our stakeholders."

Christian Haub, Executive Chairman, said, "I am confident that by
executing on this far-reaching turnaround under Sam's leadership,
we will strengthen the foundation of the company for the long
term.  Tengelmann and Yucaipa remain actively involved in our
efforts to improve the company's performance, and I am encouraged
by their continued belief in the long-term value of their
investment in A&P."

Mr. Haub concluded, "I thank our employees and our supplier
partners for their hard work and dedication to our company and to
our customers.  I am confident that these two key constituencies
will continue to make vital contributions to the success of our
company for many years to come."

A full-text copy of the Company's earnings release is available
for free at http://ResearchArchives.com/t/s?671a

                            About A&P

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

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


GREEKTOWN HOLDINGS: Issues Stock/Warrants on Plan Effective Date
----------------------------------------------------------------
In a Form 8-K filing with the U.S. Securities and Exchange
Commission, Greektown Superholdings, Inc., disclosed that it
issued shares of certain stocks and warrants on June 30, 2010,
the date by which the bankruptcy plan of Greektown Holdings LLC
and its debtor affiliates was declared effective.

Greektown Holdings, upon emergence from bankruptcy, is owned by
Greektown Superholdings.

The stocks and warrants issued by Superholdings consist of:

  -- 140,000 shares of Series A-1 Common Stock, par value $0.01
     per share;

  -- 1,463,535 shares of its Series A-1 Convertible Preferred
     Stock, par value $0.01 per share;

  -- 162,255 shares of its Series A-2 Convertible Participating
     Preferred Stock;

  -- warrants to purchase an aggregate of 202,511 shares of
     Series A-1 Preferred Stock at a purchase price of $0.01 per
     share; and

  -- warrants to purchase 460,587 shares of Series A-2 Preferred
     Stock at a purchase price of $0.01 per share.

The Series A-1 Common Stock was issued to holders of $185,000,000
of principal amount unsecured notes that had been issued by
Debtor Greektown Holdings LLC as part of other consideration
received in exchange for the notes, according to a Form 8-K filed
the SEC on July 1, 2010.

The Preferred Securities were issued to (i) holders of the Old
Notes who exercised their rights to participate in a rights
offering provided for in the Plan; (ii) certain entities pursuant
to their commitment to purchase Preferred Securities not
purchased in the Rights Offering -- the "Put Agreement;" (iii)
certain entities pursuant to a commitment to purchase $15 million
of Preferred Securities -- the "Direct Purchase;" and (iv) the
entities party to the Put Agreement as consideration for entering
into the Put Agreement -- the "Put Premium."

Consistent with the order confirming the Greektown Debtors'
Chapter 11 Plan of Reorganization and applicable law,
Superholdings relied on Section 1145(a)(1) of the Bankruptcy Code
to exempt from the registration requirements of the Securities
Act, the issuance of the Series A-1 Common Stock, as well as (i)
1,004,763 shares of Series A-1 Preferred Stock; (ii) 95,549
shares of Series A-2 Preferred Stock; and (iii) 86,198 Series A-1
Warrants in the Rights Offering at a purchase price of $100 per
share which rights were received as partial consideration for the
Old Notes in the Rights Offering.

Section 1145(a)(1) of the Bankruptcy Code exempts the offer and
sale of securities under a plan of reorganization from
registration under Section 5 of the Securities Act and state laws
if three principal requirements are satisfied:

  * the securities must be issued under a plan of reorganization
    by the debtor, its successor under a plan or an affiliate
    participating in a joint plan of reorganization with the
    debtor;

  * the recipients of the securities must hold a claim against,
    an interest in, or a claim for administrative expense in the
    case concerning the debtor or such affiliate; and

  * the securities must be issued either (i) in exchange for the
    recipient's claim against, interest in or claim for
    administrative expense in the case concerning the debtor or
    the affiliate or (ii) "principally" in the exchange and
    "partly" for cash or property.

On the Plan Effective Date and pursuant to the Plan,
Superholdings relied on the exemption from registration pursuant
to Section 4(2) of the Securities Act, and Rule 506 promulgated
thereunder, to effect those sales and issuances of Superholdings'
equity to "accredited investors" pursuant to the Put Agreement
and in connection with the Put Premium and the Direct Purchase:

                                                       No. of
  Type of Securities                                 Securities
  ------------------                                 ----------
  Series A-1 Preferred Stock                            458,772
  Series A-2 Preferred Stock                             66,706
  Warrants to Purchase Series A-1 Preferred Stock       116,313
  Warrants to Purchase Series A-2 Preferred Stock       460,587

Superholdings received an aggregate purchase price of $66,349,000
for the Preferred Securities issued pursuant to the Put Agreement
and $15,000,000 for the Preferred Securities issued in connection
with the Direct Purchase, according to Clifford J. Vallier, the
Company's president, chief financial officer and treasurer, said.

The Company issued an aggregate of 288,888 Preferred Securities
in connection with the Put Premium, of which 66,666 Preferred
Securities were issued in lieu of an aggregate $6,000,000 payment
to the holders of those Preferred Securities.

                     About Greektown Casino

Based in Detroit, Michigan, Greektown Holdings, LLC, and its
affiliates -- http://www.greektowncasino.com/-- operate world-
class casino gaming facilities located in Detroit's historic
Greektown district featuring more than 75,000 square feet of
casino gaming space with more than 2,400 slot machines, over 70
tables games, a 12,500-square foot salon dedicated to high limit
gaming and the largest live poker room in the metropolitan Detroit
gaming market.

The Company and seven of its affiliates filed for Chapter 11
protection on May 29, 2008 (Bankr. E.D. Mich. Lead Case No.
08-53104).  Daniel J. Weiner, Esq., Michael E. Baum, Esq., and
Ryan D. Heilman, Esq., at Schafer and Weiner PLLC, represent the
Debtors in their restructuring efforts.  Judy B. Calton, Esq., at
Honigman Miller Schwartz and Cohn LLP, represents the Debtors as
their special counsel.  The Debtors chose Conway MacKenzie &
Dunleavy as their financial advisor, and Kurtzman Carson
Consultants LLC as claims, noticing, and balloting agent.  Clark
Hill PLC serves as counsel to the Official Committee of Unsecured
Creditors.

The Joint Plan of Reorganization for Greektown Holdings LLC and
five of its debtor affiliates proposed by certain noteholder
entities, the Official Committee of Unsecured Creditors of the
Debtors, and Deutsche Bank Trust Company Americas, as indenture
trustee, has been declared effective on June 30, 2010.  Greektown
Casino Hotel clinched its way to the June 30 finish line when it
obtained a unanimous approval from the Michigan Gaming Control
Board on June 28, 2010, of the transfer of the Company's ownership
from the Sault Ste. Marie Tribe of Chippewa Indian to new
investors.

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


GREEKTOWN HOLDINGS: Provides Details on $385 Million Notes
----------------------------------------------------------
In a Form 8-K filing with the U.S. Securities and Exchange
Clifford J. Vallier, president, chief financial officer and
treasurer of Greektown Superholdings, Inc., disclosed details of
the $385 million secured notes the Company sold in late June
2010.

Mr. Vallier revealed that Greektown Holdings entered into a
purchase agreement with Goldman, Sachs & Co. on June 25, 2010,
pursuant to which Superholdings agreed to issue and sell:

  -- $280,167,000 worth of its Series A 13% Senior Secured Notes
     due 2015; and

  -- $104,833,000 worth of its Series B 13% Senior Secured Notes
     due 2015.

The 2015 Notes are guaranteed by substantially all of
Superholdings' domestic subsidiaries, which executed a joinder to
the Purchase Agreement on June 30, 2010.

The Purchase Agreement contains customary representations and
warranties of the parties and indemnification and contribution
provisions whereby the Company and the Guarantors, on the one
hand, and the Initial Purchaser, on the other, have agreed to
indemnify each other against certain liabilities.

Superholdings consummated the issuance and sale of the Notes
under the Purchase Agreement on June 30, 2010, in a private
placement to qualified institutional buyers in the United States
in reliance on Rule 144A under the Securities Act of 1933, as
amended, and outside the United States in reliance on Regulation
S under the Securities Act.

The Notes were issued pursuant to an indenture, dated June 30,
2010, among Superholdings, the Guarantors, and Wilmington Trust
FSB, as trustee.

The Notes will mature on July 1, 2015, and will bear interest at a
rate of 13.0% per annum.  Interest on the Notes will be payable
semi-annually on January 1 and July 1 of each year, beginning on
January 1, 2011.  Interest will be computed on the basis of a
360-day year comprised of twelve 30-day months.

The obligations of the Obligors under the Notes will be fully and
unconditionally guaranteed, jointly and severally, on a second-
priority senior secured basis by all of Superholdings' current
and future domestic subsidiaries, subject to certain exceptions.

The Notes and the related Guarantees will be secured by a second-
priority lien on:

  (i) substantially all of the properties and assets of
      Superholdings and each Guarantor, whether now owned or
      acquired, except certain excluded assets; and

(ii) a pledge of all the capital stock of all the subsidiaries
      of Superholdings, subject to certain limitations.

At any time prior to January 1, 2013, Superholdings may on any
one or more occasions redeem all or a part of the Notes, upon not
less than 30 nor more than 60 days' notice, at a redemption price
equal to 100% of the principal amount of the Notes redeemed, plus
a specified premium as of, and accrued and unpaid interest and
special interest, if any, to the date of redemption, subject to
the rights of holders of Notes on the relevant record date to
receive interest due on the relevant interest payment date.  On
or after January 1, 2013, the Company may redeem some or all of
the Notes at any time at the redemption prices specified in the
Indenture plus accrued and unpaid interest and special interest,
if any, to the applicable redemption date.

The Notes will be subject to mandatory disposition or redemption
following certain determinations by applicable gaming regulatory
authorities.

The Notes will be subject to mandatory redemption, at 103% of
their principal amount plus accrued and unpaid interest and
special interest, if Superholdings has consolidated excess cash
flow, as defined in the Indenture, for any fiscal year commencing
with the fiscal year beginning on the date of the Indenture and
ending December 31, 2010.

If Superholdings experiences certain change of control events, it
must offer to repurchase the Notes at 101% of their principal
amount, plus accrued and unpaid interest and special interest, if
any, to the applicable repurchase date.  If Superholdings sells
assets or experiences certain events of loss under certain
circumstances and does not use the proceeds for specified
purposes, it must offer to repurchase the Notes at 100% of their
principal amount, plus accrued and unpaid interest and special
interest, if any, to the applicable repurchase date.

The Indenture contains customary events of default including,
without limitation, failure to make required payments; failure to
comply with certain agreements or covenants, cross-acceleration
to certain other indebtedness in excess of specified amounts,
certain events of bankruptcy and insolvency; and failure to pay
certain judgments.  An event of default under the Indenture will
allow either the Trustee or the holders of at least 25% in
principal amount of the then outstanding Notes to accelerate, or
in certain cases, will automatically cause the acceleration of,
the amounts due under the Notes.

A copy of the June 2010 Superholdings-Wilmington Trust Indenture
is available for free at http://ResearchArchives.com/t/s?66f3

           Exchange and Registration Rights Agreement

In connection with the issuance of the Notes, Superholdings and
the Guarantors also entered into an Exchange and Registration
Rights Agreement with the Initial Purchaser on June 30, 2010, Mr.
Vallier related.

Pursuant to the Registration Rights Agreement, the Company and
the Guarantors have agreed to file a registration statement with
respect to a registered exchange offer to exchange the Notes for
new notes with terms substantially identical in all material
respects with the Notes within 90 days after the date on which
the Notes are initially issued.

The Company and the Guarantors have agreed to use all
commercially reasonable efforts to have the registration
statement declared effective by the SEC on or prior to 180 days
after the date the Notes are initially issued.

The Company is obligated to keep the exchange offer open for at
least 20 business days, or longer if required by applicable law,
after the date that notice of the exchange offer is mailed to
holders of the Notes.  The Company and the Guarantors are
required to consummate the exchange offer within 30 days after
the registration statement has become effective.  In addition,
the Company and the Guarantors have agreed, in some
circumstances, to file a "shelf registration statement" that
would allow some or all of the Notes to be offered to the public.

If the Company has not exchanged the exchange notes for all Notes
validly tendered in accordance with the terms of an exchange
offer on or before the 30th day after the registration statement
has become effective or, if applicable, a shelf registration
statement covering resales of the Notes has not been declared
effective or such shelf registration statement ceases to be
effective at any time during the shelf registration period, then
additional interest will accrue on the principal amount of the
Notes at a rate of 0.25% per annum for the first 90-day period
immediately following that date and by an additional 0.25% per
annum with respect to each subsequent 90-day period, up to a
maximum additional rate of 1.00% per annum thereafter, until the
exchange offer is completed, the shelf registration statement is
declared effective or, if the shelf registration statement ceased
to be effective, again becomes effective.

                     About Greektown Casino

Based in Detroit, Michigan, Greektown Holdings, LLC, and its
affiliates -- http://www.greektowncasino.com/-- operate world-
class casino gaming facilities located in Detroit's historic
Greektown district featuring more than 75,000 square feet of
casino gaming space with more than 2,400 slot machines, over 70
tables games, a 12,500-square foot salon dedicated to high limit
gaming and the largest live poker room in the metropolitan Detroit
gaming market.

The Company and seven of its affiliates filed for Chapter 11
protection on May 29, 2008 (Bankr. E.D. Mich. Lead Case No.
08-53104).  Daniel J. Weiner, Esq., Michael E. Baum, Esq., and
Ryan D. Heilman, Esq., at Schafer and Weiner PLLC, represent the
Debtors in their restructuring efforts.  Judy B. Calton, Esq., at
Honigman Miller Schwartz and Cohn LLP, represents the Debtors as
their special counsel.  The Debtors chose Conway MacKenzie &
Dunleavy as their financial advisor, and Kurtzman Carson
Consultants LLC as claims, noticing, and balloting agent.  Clark
Hill PLC serves as counsel to the Official Committee of Unsecured
Creditors.

The Joint Plan of Reorganization for Greektown Holdings LLC and
five of its debtor affiliates proposed by certain noteholder
entities, the Official Committee of Unsecured Creditors of the
Debtors, and Deutsche Bank Trust Company Americas, as indenture
trustee, has been declared effective on June 30, 2010.  Greektown
Casino Hotel clinched its way to the June 30 finish line when it
obtained a unanimous approval from the Michigan Gaming Control
Board on June 28, 2010, of the transfer of the Company's ownership
from the Sault Ste. Marie Tribe of Chippewa Indian to new
investors.

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


GREEKTOWN HOLDINGS: Superholdings Files Form D with SEC
-------------------------------------------------------
In a July 14, 2010 Form D filing with the U.S. Securities and
Exchange Commission, Greektown Superholdings Inc. disclosed that
it issued securities as of June 30, 2010, in connection with a
bankruptcy plan of certain entities that it is acquiring pursuant
to the Plan.

The SEC filing reveals that Superholdings offered and sold
$110,237,811 worth of securities.

Superholdings further reported that the securities in its
offering have been sold to 17 investors.

Superholdings' Form D is in relation to Rule 506 of Regulation D
of the Securities Act.

A SEC Form D is a notice of Exempt Offering of Securities.
Companies using the Rule 506 exemption do not have to register
their securities and usually do not have to file reports with the
SEC, but they must file a Form D after they first sell their
securities.

                     About Greektown Casino

Based in Detroit, Michigan, Greektown Holdings, LLC, and its
affiliates -- http://www.greektowncasino.com/-- operate world-
class casino gaming facilities located in Detroit's historic
Greektown district featuring more than 75,000 square feet of
casino gaming space with more than 2,400 slot machines, over 70
tables games, a 12,500-square foot salon dedicated to high limit
gaming and the largest live poker room in the metropolitan Detroit
gaming market.

The Company and seven of its affiliates filed for Chapter 11
protection on May 29, 2008 (Bankr. E.D. Mich. Lead Case No.
08-53104).  Daniel J. Weiner, Esq., Michael E. Baum, Esq., and
Ryan D. Heilman, Esq., at Schafer and Weiner PLLC, represent the
Debtors in their restructuring efforts.  Judy B. Calton, Esq., at
Honigman Miller Schwartz and Cohn LLP, represents the Debtors as
their special counsel.  The Debtors chose Conway MacKenzie &
Dunleavy as their financial advisor, and Kurtzman Carson
Consultants LLC as claims, noticing, and balloting agent.  Clark
Hill PLC serves as counsel to the Official Committee of Unsecured
Creditors.

The Joint Plan of Reorganization for Greektown Holdings LLC and
five of its debtor affiliates proposed by certain noteholder
entities, the Official Committee of Unsecured Creditors of the
Debtors, and Deutsche Bank Trust Company Americas, as indenture
trustee, has been declared effective on June 30, 2010.  Greektown
Casino Hotel clinched its way to the June 30 finish line when it
obtained a unanimous approval from the Michigan Gaming Control
Board on June 28, 2010, of the transfer of the Company's ownership
from the Sault Ste. Marie Tribe of Chippewa Indian to new
investors.

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


GREEKTOWN HOLDINGS: Superholdings Gives Details on Board Covenants
------------------------------------------------------------------
In a Form 8-K filing with the U.S. Securities and Exchange
Commission, Greektown Superholdings, Inc., disclosed details on
the approval obtained from the Michigan Gaming Control Board on
the new ownership structure, capitalization and management of
Greektown Holdings LLC and its debtor affiliates.

Greektown Holdings, upon emergence from bankruptcy protection, is
jointly owned by Greektown Superholdings and its private
counterpart, Greektown NewCo Sub Inc.

The MGCB approval order, issued on June 28, 2010, provides that
the Company must demonstrate its continuing financial viability
for so long as any indebtedness is outstanding under the
Company's new revolving credit facility and the secured notes
issued by complying with a minimum fixed charge coverage ratio
maintenance covenant and a limitation on certain restricted
payments.

The MGCB Order specifically requires Superholdings and its
subsidiaries to maintain a ratio of EBITDA to Fixed Charges on
the last day of each calendar quarter of not less than:

   -- 1.00 to 1.00, until March 31, 2011; and
   -- 1.05 to 1.00 after March 31, 2011.

The fixed charge coverage ratio will be measured from the
June 30, 2010 Plan Effective Date of Greektown Holdings until the
applicable determination date for all fiscal quarters ending on
or before March 31, 2011, and on a trailing 12 month basis
thereafter.  The MGCB Order defines the ratio as the ratio of (1)
EBITDA for the measurement period then ending to (2) Fixed
Charges for the measurement period.

The Company will be permitted to cure any anticipated non-
compliance with the ratio with capital raised in an offering of
equity securities.  The Company may add to EBITDA the net proceeds
of any offering of equity securities of the Company or its
subsidiaries consummated before the date that a financial audit
must be delivered to the MGCB for the applicable period with
respect to which the fixed charge coverage ratio is measured
under the order to make up the amount of any shortfall in the
minimum fixed charge coverage ratio for the applicable period.
Any equity proceeds exceeding those necessary to make up the
shortfall will be available to make up shortfalls in the minimum
fixed charge coverage ratio for any subsequent periods.

           Limitation on Certain Restricted Payments

The MGCB Order also prohibits Superholdings from making any
distributions or pay any dividends on account of its capital
stock without the prior written approval of the MGCB, other than
repurchases, redemptions or other acquisitions for value of any
of its preferred stock or common stock held by any current or
former officer, director or employee of the Company or its
subsidiaries pursuant to any equity subscription agreement, stock
option agreement, shareholders agreement or similar agreement,
not to exceed $1.5 million in any twelve month period.

                   City of Detroit Covenant

Moreover, Superholdings is required, within six months of
June 30, 2010, to propose a manager to the City of Detroit for
approval by Detroit's mayor and city council (which approval
shall not be unreasonably withheld by the mayor or the city
counsel); provided, that such time may be extended by the mayor
of Detroit, in his discretion, for up to two one-month periods
upon written request.  In addition, any manager or supplement to
the existing management team would also be subject to the
approval of the MGCB and any other applicable regulatory
approvals.

                     About Greektown Casino

Based in Detroit, Michigan, Greektown Holdings, LLC, and its
affiliates -- http://www.greektowncasino.com/-- operate world-
class casino gaming facilities located in Detroit's historic
Greektown district featuring more than 75,000 square feet of
casino gaming space with more than 2,400 slot machines, over 70
tables games, a 12,500-square foot salon dedicated to high limit
gaming and the largest live poker room in the metropolitan Detroit
gaming market.

The Company and seven of its affiliates filed for Chapter 11
protection on May 29, 2008 (Bankr. E.D. Mich. Lead Case No.
08-53104).  Daniel J. Weiner, Esq., Michael E. Baum, Esq., and
Ryan D. Heilman, Esq., at Schafer and Weiner PLLC, represent the
Debtors in their restructuring efforts.  Judy B. Calton, Esq., at
Honigman Miller Schwartz and Cohn LLP, represents the Debtors as
their special counsel.  The Debtors chose Conway MacKenzie &
Dunleavy as their financial advisor, and Kurtzman Carson
Consultants LLC as claims, noticing, and balloting agent.  Clark
Hill PLC serves as counsel to the Official Committee of Unsecured
Creditors.

The Joint Plan of Reorganization for Greektown Holdings LLC and
five of its debtor affiliates proposed by certain noteholder
entities, the Official Committee of Unsecured Creditors of the
Debtors, and Deutsche Bank Trust Company Americas, as indenture
trustee, has been declared effective on June 30, 2010.  Greektown
Casino Hotel clinched its way to the June 30 finish line when it
obtained a unanimous approval from the Michigan Gaming Control
Board on June 28, 2010, of the transfer of the Company's ownership
from the Sault Ste. Marie Tribe of Chippewa Indian to new
investors.

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


GTE REINSURANCE: Debt Discharge Proposed for Solvent R.I. Insurer
-----------------------------------------------------------------
On July 21, 2010, GTE REinsurance Company Limited, a solvent
reinsurer based in Providence, R.I., appeared before the
Providence County Superior Court at a hearing to obtain approval
to put an unprecedented Commutation Plan before the reinsurer's
creditors so they may vote for its passage.  The Superior Court
issued an Order allowing the Commutation Plan to move forward and
setting a date for a Meeting of the Creditors.  The Court also
approved the single class of creditors proposed by GTE RE.  The
Insurance Division of Rhode Island's Department of Business
Regulation is overseeing the Commutation Plan and the proposed
discharge of GTE's liabilities and financial obligations.

The proposed Commutation Plan of a solvent insurer is a legal
procedure that has never before been attempted in the United
States.  While the United Kingdom recognizes such plans under its
laws, Rhode Island is the only U.S. state that allows such a
process.

"The proposed Commutation Plan would be a first in this country,"
said Joseph Torti III, Deputy Director and Superintendent of
Insurance for the R.I. Department of Business Regulation.  "If the
Plan is approved by creditors, it would mark the first time a
solvent insurance company has entered into an arrangement to bring
finality to its obligations with creditors.  Following exhaustive
review and analysis the Insurance Division approved the Plan as
proposed by GTE RE for submission to the Court and the Company's
creditors."

"GTE RE is an ideal candidate to implement a Commutation Plan,"
according to Mr. Torti.  "It is a well developed reinsurance
portfolio in run-off for over twenty years.  It has proposed a
straightforward and transparent plan to honorably discharge all of
its reinsurance liabilities."

Rhode Island's Insurance Statutes and Regulations (Title 27
Chapter 14.5 and Insurance Regulation 68) set forth the procedure
by which commercial insurers and reinsurers in run-off, or no
longer writing new business, may honor creditors' claims,
liquidate future exposure to those claims and terminate
operations.  Although enacted in 2002 the statute has never been
applied until now, in the matter of In Re GTE REinsurance Company
Limited.  The Department's responsibility is to review and comment
on the proposed commutation plan of the reinsurer so it may be
presented to the Superior Court, and to determine that it is
consistent with the state statute governing Voluntary
Restructuring of Solvent Insurers and its enabling regulations.

"Rhode Island is the only state in the U.S. that allows a solvent
insurer to liquidate its obligations in run-off," said Gary S.
Lee, co-chair of the Bankruptcy & Restructuring practice of
Morrison & Foerster in New York, who is advising the Insurance
Division of the R.I. Department of Business Regulation.  "Since
the meeting of creditors is several months away, the matter is in
its formative stages.  This is 'stage one' -- getting court
sanction to put the plan to creditors so they can vote on it.
Morrison & Foerster is proud to counsel the Insurance Division of
the Department of Business Regulation as it helps guide interested
parties through this new legal frontier."

The State of Rhode Island Department of Business Regulation's --
http://www.dbr.state.ri.us/-- primary function is the
implementation of state laws mandating the regulation and
licensing of designated businesses, professions, occupations and
other specified activities.  The industries regulated include
insurance, banking, securities, liquor, real estate, racing and
athletics, among others.


HENRY ANDERSON, JR: To Pay Creditors from Law Firm's Revenues
-------------------------------------------------------------
Henry L. Anderson, Jr., submitted to the U.S. Bankruptcy Court for
the Eastern District of North Carolina 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.

The Plan contemplates a reorganization of the Debtor's assets and
liabilities, and a continuation of Mr. Anderson's law firm, the
Anderson Law Group.  The Debtor intends to satisfy certain
creditor claims from income earned through his continued operation
of the Anderson Law Group and the sale of certain real property,
and any funds derived from the Debtor's income, including income
from rental property.

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

The Debtor is represented by:

     Trawick H Stubbs Jr.
     Stubbs & Perdue, P.A.
     P.O. Drawer 1654
     New Bern, NC 28563
     Tel: (252) 633-2700

                      About Henry L. Anderson

Henry L. Anderson, Jr., residing in Wrightsville Beach, North
Carolina, is the sole owner of the Anderson Law Group.  Mr.
Anderson focuses his practice in the area of personal injury law
for which he works primarily on a contingent fee basis.  Mr.
Anderson had invested the majority of his wealth in the real
estate market.

Mr. Anderson, Jr., filed for Chapter 11 bankruptcy protection on
February 3, 2010 (Bankr. E.D. N.C. Case No. 10-00809).  He
scheduled total assets of $17,913,107, and total debts of
$10,730,549.

The Debtor's bankruptcy resulted from a number of factors,
including a slow-down in his law practice, several major health
issues, and the downturn in the real estate market.


HIGHLANDS OF LOS GATOS: Sec. 341(a) Meeting Scheduled for Aug. 25
-----------------------------------------------------------------
The U.S. Trustee for Region 17 will convene a meeting of The
Highlands of Los Gatos, LLC's creditors on August 25, 2010, at
9:30 a.m.  The meeting will be held at the U.S. Federal Building,
280 S 1st Street #130, San Jose, CA 95113.

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

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

Campbell, California-based The Highlands of Los Gatos, LLC, filed
for Chapter 11 bankruptcy protection on July 16, 2010 (Bankr. N.D.
Calif. Case No. 10-57370).  Charles B. Greene, Esq., at the Law
Offices of Charles B. Greene, assists the Company in its
restructuring effort.  The Company estimated its assets and debts
at $10,000,001 to $50,000,000.


HIGHLANDS OF LOS GATOS: Taps Charles Greene as Bankruptcy Counsel
-----------------------------------------------------------------
The Highlands of Los Gatos, LLC, has asked for authorization from
the U.S. Bankruptcy Court for the Northern District of California
to employ Charles B. Greene as bankruptcy counsel.

Mr. Greene will:

     a. meet with and provide legal advice and counsel to the
        Debtor with respect to the Debtor's obligations under the
        Chapter 11 proceeding;

     b. prepare and draft schedules and other Chapter 11
        documentation as may be required by either the Chapter 11
        Trustee, by the Court, or by the Debtor;

     c. appear in Court on behalf of the Debtor as may be required
        during the course of the Chapter 11 bankruptcy
        proceedings; and

     d. perform other legal services for Debtor which may be
        necessary and appropriate to the conduct of the Chapter 11
        proceeding.

Mr. Greene says that he will be paid $425 per hour for his
services.

Mr. Greene assures the Court that he is "disinterested" as that
term is defined in Section 101(14) of the Bankruptcy Code.

Campbell, California-based The Highlands of Los Gatos, LLC, filed
for Chapter 11 bankruptcy protection on July 16, 2010 (Bankr. N.D.
Calif. Case No. 10-57370).  The Company estimated its assets and
debts at $10,000,001 to $50,000,000.


HOLIDAY ISLE: Files for Chapter 11 in Mobile, Alabama
-----------------------------------------------------
Holiday Isle LLC filed a Chapter 11 petition on July 23 in Mobile,
Alabama (Bankr. S.D. Ala. Case No. 10-03365).

Holiday Isle is the developer of a seven-story beachfront
condominium on Dauphin Island, Alabama.  The project has 144
units, according to the Web site.

The petition says assets and debt both exceed $50 million.


HOWARD ROSS: Plan Outline & Confirmation Hearing Set for August 3
-----------------------------------------------------------------
The Hon. Jack Caddell of the U.S. Bankruptcy Court for the
Northern District of Alabama will consider on August 3, 2010, at
9:00 a.m., the final approval of the Disclosure Statement and
confirmation of Howard Scott Ross' Plan of Reorganization.
Objections and ballots, accepting or rejecting the Plan were due
July 27.

To recall, the Debtor was forced into bankruptcy due to a past
adverse court ruling.  Specifically, the case of Rosen-Rager vs.
Howard Ross, CV 06-2097, Madison County, Alabama which gave the
Plaintiff a judgment of $13,032 in compensatory damages and
$350,000 in punitive damages.

Under the Plan, Anna Konstantinov, who has a note issued by the
Debtor, will receive full payment.  Home Depot will also receive
full payment for an unsecured account.  William Shreve, attorney
for the Debtor's appeal in the Rosen-Rager vs. Ross case, will
recover 100%.  The claims in these Classes total $174,000 and will
be paid on a pro rata basis upon sale of property sold pursuant to
the Plan.

Rosen-Rager will receive payment of punitive damages as determined
by the Court and as set aside under the Plan.  This claim is
disputed and will be subject to an adversarial proceeding.

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

                     About Howard Scott Ross

Howard Scott Ross operates a residential property rental business
in Madison County, Alabama.  He primarily buys rental property at
the Madison County Tax Assessor's real property sale in May of
each year.  Most of the properties are distressed and need repair
at the time of purchase.

Mr. Ross filed for Chapter 11 bankruptcy protection on February 5,
2010 (Bankr. N.D. Ala. Case No. 10-80416).  Patrick A. Jones,
Esq., who has an office in Huntsville, Alabama, assists the Debtor
in his restructuring effort.  The schedules said that assets total
$2,115,298, and debts total $586,000.


INNKEEPERS USA: Proposes to Grant Admin. Priority to Suppliers
--------------------------------------------------------------
Prior to the Petition Date, and in the ordinary course of
business, Innkeepers USA Trust and its 91 debtor affiliates
ordered approximately $4.1 million of goods for which delivery
will not occur until after the Petition Date.  The Debtors
estimate that the prepetition amounts owed to shippers,
warehousemen and materialmen are approximately $1,000,000.  They
also estimate that the prepetition amounts owed to the claimants
for claims under the Perishable Agricultural Commodities Act of
1930 are approximately $300,000.

As a result of the commencement of the Chapter 11 cases, suppliers
may be concerned that goods ordered prior to the Petition Date
pursuant to the Outstanding Orders will render the suppliers
general unsecured creditors of the Debtors' bankruptcy estates
with respect to those goods, relates James H.M. Sprayregen, P.C.,
Esq., at Kirkland & Ellis LLP, in New York.

Mr. Sprayregen contends that suppliers may refuse to ship or
transport the goods, or may recall shipments, with respect to the
Outstanding Orders unless the Debtors issue substitute purchase
orders postpetition or the Court permits the Debtors to meet their
obligations under the Outstanding Orders.

The Debtors, therefore, ask the Court for interim and final orders
authorizing them to:

  (a) grant administrative expense priority under Section 503(b)
      of the Bankruptcy Code to all of their undisputed
      obligations for goods ordered prepetition and delivered
      postpetition, and authorizing the Debtors to satisfy those
      obligations in the ordinary course;

  (b) pay prepetition claims of their shippers, warehousemen,
      and materialmen; and

  (c) pay prepetition PACA Claims.

To avoid undue delay and to facilitate the continued operation,
maintenance and improvement of the Debtors' business, the Debtors
seek immediate authority to pay and discharge, on a case-by-case
basis and in their sole discretion, the claims of all Claimants
that could give rise to a lien against the Debtors or the Debtors'
customers regardless of whether those Claimants have already have
perfected their interests.

Pursuant to Section 503(b), most obligations that arise in
connection with the postpetition delivery of goods and services,
including goods ordered prepetition, are in fact administrative
expense priority claims because they benefit the estate
postpetition, Mr. Sprayregen contends.  He also asserts that
payment of claims of shippers, warehousemen and materialmen is
warranted under the doctrine of necessity, citing Section 105(a)
of the Bankruptcy Code.

The prompt and full payment of PACA Claims should be authorized by
the Court because assets governed by PACA do not constitute
property of the estates, Mr. Sprayregen further contends.  As a
result, he points out, the distribution of assets to the PACA
Claimants falls outside the priority scheme of the Bankruptcy
Code, and PACA Claimants are, thus, entitled to payment from the
PACA Trust ahead of the Debtors' other creditors.

                         *     *     *

Judge Chapman granted the request on an interim basis.  Final
hearing on the request will be held on August 12, 2010.

All undisputed obligations relating to the Outstanding Orders are
granted administrative expense priority status in accordance with
Section 503(b).  The Debtors are authorized, but not directed, to
pay all undisputed amounts relating to Outstanding Orders in the
ordinary course of business consistent with the parties' customary
practices in effect prior to the Petition Date.

The Debtors are also authorized, but not directed, to pay the
prepetition amounts owed on account of the Claimants' and PACA
Claimants' claims unless otherwise ordered by the Court, provided
that the payment will not be deemed to be a waiver of rights
regarding the extent, validity, perfection or possible avoidance
of the related liens and payments.

The Debtors do not concede that any liens -- contractual, common
law, statutory or otherwise -- satisfied pursuant to the order are
valid, and the Debtors expressly reserve the right to contest the
extent, validity or perfection or seek the avoidance of all those
liens.  Payment of any PACA Claim is subject to the full
reservation of the Debtors' rights regarding the validity, extent
or possible avoidance of any PACA Claims or payments made with
respect to those claims.

                   About Innkeepers USA Trust

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

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

Apollo Investment Corporation acquired Innkeepers in June 2007.

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

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

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

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


INNKEEPERS USA: Proposes to Keep Customer Programs
--------------------------------------------------
A large part of Innkeepers USA Trust and its 91 debtor affiliates'
revenue is derived from individual room bookings at their hotel
properties for short and long-term stays.  The Hotels are also
reserved for various special events, including weddings and other
celebratory occasions, business conferences and conventions, and
other large local and national functions.

For the Debtors' customers to secure a room or event space in the
Hotels, certain Customers must provide the Debtors with a deposit,
which generally secures a room, or block of rooms, and any
catering and other services in connection with a Customer's event
reservation.

The Debtors' ability to honor their obligations in connection with
the Customer Deposits, including their ability to provide
accommodations and certain services related to the Customer
Deposits, is an integral part of the Debtors' business and a
staple in the hotel industry, James H.M. Sprayregen, P.C., Esq.,
at Kirkland & Ellis LLP, in New York, tells Judge Chapman.

The Customers are essential to the Debtors' business, and hence,
maintaining strong relationships with the Customers is important
because the Debtors face increasing pressure and competition from
other hotels offering similar hotel room accommodations, event
spaces and packages, Mr. Sprayregen contends.  He points out that
the competitive challenges the Debtors face inevitably are
exacerbated by the filing of their Chapter 11 cases, and they must
ease any anxieties the Customers may have that the cases will
interfere with the Debtors' ability to fully meet Customer needs
and expectations.

The Debtors estimate that they have received approximately
$1,100,000 on account of Customer Obligations as of the Petition
Date to be honored in the future.  Mr. Sprayregen explains that
the amounts do not represent out-of-pocket cash costs to the
Debtors, as they are honored through hotel stays and other hotel
activities.

The Debtors, therefore, seek the Court's authority, but not
direction, to honor their prepetition Customer Obligations and
otherwise continue customer programs and practices in the ordinary
course of business.

Absent the relief requested, the Debtors would be unable to
effectively maintain their Customer relationships, which could
cause significant harm to the Debtors, their bankruptcy estates,
creditors and all parties-in-interest at a time when Customer
support is critical to the Debtors' operations and restructuring
effort, Mr. Sprayregen argues.  He asserts that authorizing the
Debtors to honor prepetition commitments under their Customer
Obligations will allow the Debtors' operations to continue without
interruption during the pendency of the cases.

Pursuant to Section 507(a)(7) of the Bankruptcy Code, the Customer
Deposits are entitled to priority treatment for up to $2,600 for
each individual, who seeks a Customer Deposit claim, Mr.
Sprayregen further contends.  He insists that to the extent those
claims for Customer Deposits are afforded priority status, the
Debtors would be required to pay the claims in full to confirm a
Chapter 11 plan of reorganization.

                         *     *     *

The Court granted the request, and authorized, but not directed,
the Debtors to honor and perform the Customer Obligations and any
other obligation relating to the Debtors' customary business
practice, without regard to whether the Customer Obligations arose
before or after the Petition Date.

Judge Chapman maintained that nothing in the request or the order,
nor as a result of the Debtors' performance of any Customer
Obligations pursuant to the order, will be deemed or construed as
an admission as to the validity or priority of any claim against
the Debtors or an approval or assumption of any contract pursuant
to Section 365 of the Bankruptcy Code.

                   About Innkeepers USA Trust

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

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

Apollo Investment Corporation acquired Innkeepers in June 2007.

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

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

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

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


INNKEEPERS USA: Proposes to Keep Insurance Program
--------------------------------------------------
Innkeepers USA Trust and its 91 debtor affiliates seek the Court's
authority, but not direction, to:

  (a) continue insurance coverage currently in effect;

  (b) maintain the existing three premium financing agreements
      and make PFA installment payments that currently are
      outstanding but not yet due;

  (c) pay, to the extent that the Debtors determine in their
      sole discretion that the payment is necessary or
      appropriate, any other prepetition amounts that may be
      outstanding and that may come due under the Debtors'
      numerous insurance policies, including any deductibles,
      self-insured retentions and losses related to the
      Policies; and

  (d) enter into new insurance policies and PFAs on an as-needed
      basis without further Court approval.

In the ordinary course of business, the Debtors maintain a number
of insurance policies, which provide coverage for, among other
things, general liability, fiduciary liability, excess liability,
directors and officers' liability, excess directors and officers'
liability, property liability, automobile liability, workers'
compensation, employment practices liability and total umbrella
liability.  The Policies are financed through PFAs.  Certain of
the Policies require the Debtors to pay self-insured retentions
and deductibles in connection with certain claims under the
Policies.

James H.M. Sprayregen, P.C., Esq., at Kirkland & Ellis LLP, in New
York, contends that the Policies are essential to the preservation
of the value of the Debtors' business, properties and assets.  He
notes that in many cases, insurance coverage like the one provided
by the Policies is required by the diverse regulations, laws and
contracts that govern the Debtors' commercial activities.  He adds
that the guidelines of the Office of the United States Trustee for
the Southern District of New York require debtors to maintain
insurance coverage throughout their Chapter 11 proceedings.

The Debtors believe that they are current on all payment
obligations under the Policies as of the Petition Date.  Going
forward, however, the Debtors will need to continue to make
installment payments under their existing PFAs and to pay any
deductibles or self-insured retention amounts necessary to
preserve the coverage provided under the Policies.

If the Debtors fail to pay the PFA Installments, their PFA
counterparties have the right to request cancellation of the
insurance policies upon 10-days' written notice to the Debtors
subject to the right of the Debtors to cure the payment or other
default within the period, Mr. Sprayregen asserts.  He explains
that if the Policies under the PFAs are cancelled, the Debtors
would be forced to obtain replacement insurance on an expedited
basis likely at a significant cost and disruption to their estates
and operations.

In light of the importance of maintaining insurance coverage with
respect to their business activities and preserving liquidity by
financing certain of their insurance premiums, the Debtors submit
that it is in the best interests of their estates to honor their
obligations under the PFAs.

                   About Innkeepers USA Trust

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

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

Apollo Investment Corporation acquired Innkeepers in June 2007.

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

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

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

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


JAWMIN L.L.C.: Case Summary & 4 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Jawmin L.L.C.
        P.O. Box 1677
        Honokaa, HI 96727

Bankruptcy Case No.: 10-02223

Chapter 11 Petition Date: July 21, 2010

Court: U.S. Bankruptcy Court
       District of Hawaii (Honolulu)

Judge: Robert J. Faris

Debtor's Counsel: Jerrold K. Guben, Esq.
                  O'Connor Playdon & Guben
                  733 Bishop Street, Floor 24
                  Honolulu, HI 96813
                  Tel: (808) 524-8350
                  Fax: (808) 531-8628
                  E-mail: jkg@roplaw.com

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

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

A copy of the Company's list of 4 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/hib10-02223.pdf

The petition was signed by Wade C. Lee, managing member.


JENNIFER CONVERTIBLES: Gets OK to Hire BMC Group as Claims Agent
----------------------------------------------------------------
Jennifer Convertibles, Inc., et al., sought and obtained
authorization from the Hon. Allan L. Gropper of the U.S.
Bankruptcy Court for the Southern District of New York to employ
BMC Group, Inc., as claims and noticing agent, nunc pro tunc to
the Petition Date.

BMC will, among other things:

     (a) notify potential creditors of the filing of the
         bankruptcy petitions and of the setting of the date for
         the first meeting of creditors;

     (b) maintain an official copy of the Debtors' schedules of
         assets and liabilities and statement of financial
         affairs, listing the Debtors' known creditors and the
         amounts owed thereto;

     (c) notify potential creditors of the existence and amount of
         their respective claims as evidenced by the Debtors'
         books and records and as set forth in the schedules; and

     (d) furnish a notice of the last date for the filing of
         proofs of claim and a form for the filing of a proof of
         claim, after the notice and form are approved by this
         Court.

Tinamarie A. Feil, President of Client Services of BMC Group,
assured the Court that the firm is "disinterested" as that term is
defined in Section 101(14) of the Bankruptcy Code.

BMC will be compensated based on its service agreement with the
Debtors.  No copy of the agreement has been filed.

                    About Jennifer Convertibles

Jennifer Convertibles, Inc., was organized as a Delaware
corporation in 1986, and is currently the owner of (i) the largest
group of sofabed specialty retail stores and leather specialty
retail stores in the United States, with stores located throughout
the Eastern seaboard, Midwest, West Coast and Southwest, and
(ii) seven big box, full-line furniture stores operated under the
Ashley Furniture HomeStore brand under a license from Ashley
Furniture Industries, Inc.

The Company, together with a number of affiliates, filed for
Chapter 11 bankruptcy protection on July 18, 2010 (Bankr. S.D.N.Y.
Case No. 10-13779).  Michael S. Fox, Esq., at Olshan Grundman
Frome Rosenzweig & Wolosky, LLP, assists the Company in its
restructuring effort.  TM Capital Corp. is the Company's financial
advisor.  Mintz, Levin, Cohn, Ferris, Glovsky and Popeo P.C. is
the Company's special securities counsel.


JENNIFER CONVERTIBLES: Filing of Schedules Extended by 20 Days
--------------------------------------------------------------
The Hon. Allan L. Gropper of the U.S. Bankruptcy Court for the
Southern District of New York extended, at the behest of Jennifer
Convertibles, Inc., et al., the time to file schedules of assets
and liabilities and statements of financial affairs for an
additional 20 days.

The Debtors said that the deadline for the filing of the schedules
and statements, initially due 15 days after the Petition Date,
must be extended due to the substantial size, scope, and
complexity of these cases and the volume of material that must be
compiled and reviewed by the Debtors' staff to complete the
schedules for each Debtor.  The operation of the Debtors'
businesses requires each of the Debtors to maintain voluminous
books and records and complex accounting systems.  Given the size
and complexity of their business operations, the number of
creditors, and the fact that certain prepetition invoices have not
yet been received or entered into the Debtors' financial
accounting systems, the Debtors have not finished compiling the
information required to complete the Schedules.  Further,
completing the Schedules for the Debtors will require the
collection, review, and assembly of information from multiple
business locations.

                    About Jennifer Convertibles

Jennifer Convertibles, Inc., was organized as a Delaware
corporation in 1986, and is currently the owner of (i) the largest
group of sofabed specialty retail stores and leather specialty
retail stores in the United States, with stores located throughout
the Eastern seaboard, Midwest, West Coast and Southwest, and
(ii) seven big box, full-line furniture stores operated under the
Ashley Furniture HomeStore brand under a license from Ashley
Furniture Industries, Inc.

The Company, together with a number of affiliates, filed for
Chapter 11 bankruptcy protection on July 18, 2010 (Bankr. S.D.N.Y.
Case No. 10-13779).  Michael S. Fox, Esq., at Olshan Grundman
Frome Rosenzweig & Wolosky, LLP, assists the Company in its
restructuring effort.  TM Capital Corp. is the Company's financial
advisor.  Mintz, Levin, Cohn, Ferris, Glovsky and Popeo P.C. is
the Company's special securities counsel.


JENNIFER CONVERTIBLES: Taps Olshan Grundman as Bankruptcy Counsel
-----------------------------------------------------------------
Jennifer Convertibles, Inc., et al., have asked for authorization
from the U.S. Bankruptcy Court for the Southern District of New
York to employ Olshan Grundman Frome Rosenzweig & Wolosky LLP as
bankruptcy counsel, nunc pro tunc to the Petition Date.

Olshan Grundman will, among other things:

     a. prepare on behalf of the Debtors applications, motions,
        draft orders, other pleadings, notices, schedules and
        other documents, and review all financial and other
        reports to be filed in the Debtors' Chapter 11 cases;

     b. advise the Debtors concerning, and preparing responses to,
        applications, motions, other pleadings, notices and other
        papers that may be filed by other parties in the Debtors'
        Chapter 11 cases;

     c. advise the Debtors with respect to, and assisting in the
        negotiation and documentation of, financing agreements and
        related transactions; and

     d. review the nature and validity of any liens asserted
        against the Debtors' property and advising the Debtors
        concerning the enforceability of the liens.

Michael S. Fox, a member of Olshan Grundman, says that the firm
will be paid based on the hourly rates of its personnel:

        Members                         $450-$720
        Counsel                         $450-$800
        Associates                      $280-$440
        Paraprofessionals               $160-$300

Mr. Fox assures the Court that Olshan Grundman is "disinterested"
as that term is defined in Section 101(14) of the Bankruptcy Code.

                    About Jennifer Convertibles

Jennifer Convertibles, Inc., was organized as a Delaware
corporation in 1986, and is currently the owner of (i) the largest
group of sofabed specialty retail stores and leather specialty
retail stores in the United States, with stores located throughout
the Eastern seaboard, Midwest, West Coast and Southwest, and
(ii) seven big box, full-line furniture stores operated under the
Ashley Furniture HomeStore brand under a license from Ashley
Furniture Industries, Inc.

The Company, together with a number of affiliates, filed for
Chapter 11 bankruptcy protection on July 18, 2010 (Bankr. S.D.N.Y.
Case No. 10-13779).  TM Capital Corp. is the Company's financial
advisor.  Mintz, Levin, Cohn, Ferris, Glovsky and Popeo P.C. is
the Company's special securities counsel.


JENNIFER CONVERTIBLES: US Trustee Appoints 9 Members to Panel
-------------------------------------------------------------
Tracy Hope Davis, the Acting U.S. Trustee for Region 2, appointed
nine members to the Official Committee of Unsecured Creditors in
Jennifer Convertibles, et al.'s Chapter 11 cases.

The Committee members include:

1) Ayisha Combs
   Attn: Alan Harris, Esq.
   c/o Harris & Ruble
   6424 Santa Monica Boulevard
   Los Angeles, California 90038
   Tel: (323) 962-3777

2) Klaussner Furniture Industries, Inc.
   Attn: Kim Cockerham
   P.O. Drawer 220
   Asheboro, North Carolina 27205
   Tel: (336) 625-6175 ext. 811

3) Caye Home Furnishings LLC
   Attn: R. Wayne Stewart
   1201 West Bankhead St.
   New Albany, Mississippi 38652
   Tel: (662) 534-1522

4) Brent Associates, Inc.
   Attn: Claudia Cositore
   931 B. Conklin Street
   Farmingdale, New York 11735
   Tel: (631) 420-0070

5) PIC Management Group d/b/a PIC Media Group
   Attn: David Hansfield
   16130 Ventura Boulevard, #250
   Encino, California 91436
   Tel: (312) 451-4218

6) PS Promotions, Inc.
   Attn: Dan Greene
   10798 E. Las Posas Rd.
   Santa Rosa Valley, California 93012
   Tel: (805) 491-9811

7) Fata Equities, LLC
   Attn: Gene Fata
   360 West 125th Street, Suite 10
   New York, New York 10027
   Tel: (212) 932-8331

8) 301 East 66 LLC
   Attn: Anthony Barrett
   c/o Ossa Properties, Inc.
   301 East 66th Street
   New York, New York 10065
   Tel: (212) 879-6198

9) Creative Television Marketing
   Attn: Richard Storrs
   2550 N. Hollywood Way, #100
   Burbank, California 91505
   Tel: (818) 748-4888

                    About Jennifer Convertibles

Jennifer Convertibles, Inc., was organized as a Delaware
corporation in 1986, and is currently the owner of (i) the largest
group of sofabed specialty retail stores and leather specialty
retail stores in the United States, with stores located throughout
the Eastern seaboard, Midwest, West Coast and Southwest, and
(ii) seven big box, full-line furniture stores operated under the
Ashley Furniture HomeStore brand under a license from Ashley
Furniture Industries, Inc.

The Company, together with a number of affiliates, filed for
Chapter 11 bankruptcy protection on July 18, 2010 (Bankr. S.D.N.Y.
Case No. 10-13779).  Michael S. Fox, Esq., at Olshan Grundman
Frome Rosenzweig & Wolosky, LLP, assists the Company in its
restructuring effort.  TM Capital Corp. is the Company's financial
advisor.  Mintz, Levin, Cohn, Ferris, Glovsky and Popeo P.C. is
the Company's special securities counsel.


JENNIFER CONVERTIBLES: Liquidator Is Lead Bidder for Retail Stores
------------------------------------------------------------------
Jennifer Convertibles, Inc., et al., sought and obtained
authorization from the Hon. Allan L. Gropper of the U.S.
Bankruptcy Court for the Southern District of New York to sell
retail business operations and related properties and assets, free
and clear of liens, claims, encumbrances and interests through an
auction where a liquidator will start the bidding.

The Debtors have entered into an Agency Agreement with Great
American Furniture Services LLC (GAFS).  The GAFS Agency Agreement
will serve as the stalking horse bid and will be the baseline
against which all other bids will be measured.

Under the GAFS Agency Agreement, GAFS will advance one month's
occupancy costs for all closing locations in the amount of
$331,687.  GAFS will provide an inventory guarantee amount of 75%
of the cost value of the merchandise in the closing stores.  GAFS
will provide merchant with a weekly fee for the right to add
additional inventory during the Sale, provide the merchant with a
commission of 4%, to be paid weekly for all written sales of
additional merchandise sold, as well as 4% of delivery charges
collected during the Sale, and provide sales personnel as it deems
appropriate to assist in conducting the Sale.  GAFS will use
reasonable commercial efforts to oversee the liquidation and
disposal of the merchandise, recommend and implement the
appropriate price and discounting of the merchandise, and pay
direct expenses of the Sale for the closing locations.  The agent
won't be permitted to use the current delivery service of
merchant.  The agent will be required to set up and process
deliveries and inventory movement during for sale.  The sale term
will be no longer than 60 days.

In the event that a third party bid is received, an auction will
be held on July 28, 2010, at 10:00 a.m. (Eastern Time).  If the
Debtors accept the third party's offer, the Debtors will pay GAFS
a break-up fee of $50,000, which represents a very small
percentage of the guaranteed amount of 75% of the cost value of
the Debtor's inventory in the existing stores that the Debtors
will receive from GAFS.

To bid at the Auction, a bidder must submit a written bid by
July 27, 2010, at 5:00 p.m. (Eastern Time).

The bidders are subject to a qualified bid minimum of no less than
$10,000 higher than the Break-Up Fee in Round 1 and minimum
increments of $10,000 in every round thereafter.

At the conclusion of the Auction, the Debtors, after consultation
with the creditors' committee, will announce which bid is the
highest and best bid (the Successful Bidder) and which bid is the
second highest and/or best bid.  The Successful Bidder will
supplement its deposit within one business day so that, to the
extent necessary, the deposit equals 10% of the highest and best
bid.

Each Bidder will tender a deposit equal to 10% of the bid amount
(the Deposit).

In the event the Debtors do not consummate a sale for any reason
(other than the Bidder's failure to consummate a sale), the
Debtors' sole obligation and liability will be to refund the
Deposit to the Bidder.

In the event that an Auction is held there will be a Sale Hearing
on July 29, 2010, at 9:00 a.m. (Eastern Time), to be held
telephonically before Judge Gropper.

Responses or objections, if any, to the Successful Bid must be
filed with the Court and served, so as to be actually received no
later than July 28, 2010, at 5:00 p.m. (Eastern Time).

                    About Jennifer Convertibles

Jennifer Convertibles, Inc., was organized as a Delaware
corporation in 1986, and is currently the owner of (i) the largest
group of sofabed specialty retail stores and leather specialty
retail stores in the United States, with stores located throughout
the Eastern seaboard, Midwest, West Coast and Southwest, and
(ii) seven big box, full-line furniture stores operated under the
Ashley Furniture HomeStore brand under a license from Ashley
Furniture Industries, Inc.

The Company, together with a number of affiliates, filed for
Chapter 11 bankruptcy protection on July 18, 2010 (Bankr. S.D.N.Y.
Case No. 10-13779).  Michael S. Fox, Esq., at Olshan Grundman
Frome Rosenzweig & Wolosky, LLP, assists the Company in its
restructuring effort.  TM Capital Corp. is the Company's financial
advisor.  Mintz, Levin, Cohn, Ferris, Glovsky and Popeo P.C. is
the Company's special securities counsel.


JETBLUE AIRWAYS: Director Rhoades Sells 4,730 Shares
----------------------------------------------------
M. Ann Rhoades, a director at JetBlue Airways Corp., reports that
she sold 4,730 shares of common stock on July 23, reducing her
stake to 103,036 shares.

The shares were sold in compliance with a qualified selling plan
adopted by Ms. Rhoades pursuant to Rule 10b5-1 promulgated under
the Securities Exchange Act of 1934, as amended.  The shares were
sold between $6.43 and $6.49 a share.

                       About JetBlue Airways

JetBlue Airways Corp., based in Forest Hills, New York, operates a
low-cost, point-to-point airline from a hub in New York.  JetBlue
serves 60 cities with 600 daily non-stop flights.

The Company reported $6.55 billion in total assets, $1.16 billion
in total current liabilities, $2.92 billion long-term debt and
capital lease obligations, $529 million construction obligation,
$397 million deferred taxes and others resulting to a
$1.53 billion stockholders' equity, as of Dec. 31, 2009.

                            *    *    *

According to the Troubled Company Reporter on Jan. 28, 2010,
Moody's Investors Service raised its ratings of JetBlue Airways,
Corp.; corporate family and probability of default ratings each to
Caa1 from Caa2.  Moody's also raised by one notch, its debt
ratings on the 3.75% Senior Unsecured Convertible Notes due 2035
to Caa3 from Ca, the respective Class G tranches of the Enhanced
Equipment Trust Certificates Series 2004-2 to B1 from B2, and the
Spare Parts EETC to Ba1 from Ba2, the Class B tranche of the Spare
Parts EETC to B2 from B3 and the senior unsecured industrial
revenue bonds to Caa3 from Ca.  Moody's also affirmed the SGL-3
Speculative Grade Liquidity rating and changed the outlook to
positive from stable.

The TCR reported on March 9, 2010, that Fitch Ratings affirmed the
Issuer Default Rating for JetBlue Airways at 'B-' and the senior
unsecured rating, which applies to approximately $470 million of
convertible notes, at 'CC' with a Recovery Rating of 'RR6'.  The
airline's Rating Outlook has been revised to Stable from Negative.


JMG EXPLORATION: Posts $105,000 Net Loss in Q1 2010
---------------------------------------------------
JMG Exploration, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $104,988 on $20,700 of revenue for the
three months ended March 31, 2010, compared with a net loss of
$218,215 on $20,700 of revenue for the same period of 2009.

The Company's balance sheet at March 31, 2010, showed $1,970,476
in assets, $425,468 of liabilities, and $1,545,008 of
stockholders' equity.

As of March 31, 2010, JMG has an accumulated deficit of
$26,638,274 and has insufficient working capital to fund
development and exploratory drilling opportunities.  The Company
has operating and liquidity concerns due to its significant net
losses and negative cash flows from operations.  "As a result of
these and other factors there is substantial doubt about our
ability to continue as a going concern.  Raising additional
capital is not considered a viable strategy and JMG is exploring a
possible sale or merger with another party."

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

               http://researcharchives.com/t/s?6713

Pasadena, Calif.-based JMG Exploration, Inc., was incorporated
under the laws of the State of Nevada on July 16, 2004, for the
purpose of exploring for oil and natural gas in the United States
and Canada.  In August 2004, two private placements totaling
$8.8 million were completed and exploration activities commenced.
All of the properties under development, with the exception of the
Pinedale natural gas wells, have not met with developmental
objectives and have been sold as of January 2008.


K2 PURE: S&P Assigns 'BB-' Rating on $115 Mil. Senior Loan
----------------------------------------------------------
Standard & Poor's Rating Services said it assigned its preliminary
'BB-' rating to K2 Pure Solutions NoCal L.P.'s $115 million senior
secured term loan maturing 2015.  The preliminary recovery rating
on the term loan is '1', indicating the expectation for a very
high (90% to 100%) recovery in the event of default.  The
preliminary rating is subject to review of final documentation.
The outlook is stable.

K2 is a special-purpose entity formed to build, own, and operate a
chlor-alkali chemical plant in Pittsburg, Calif.  The project is
indirectly owned by K2 Pure Solutions (unrated), which is
indirectly owned by Centre Partners (unrated) and K2's executive
management team (unrated).  The preliminary rating assumes that K2
meets Standard & Poor's SPE criteria, including the provision of a
nonconsolidation opinion and independent director.  S&P rate K2
using Standard & Poor's project finance criteria.

The project will use loan proceeds plus equity to build the plant,
which will produce chlorine, caustic soda, and hydrogen by brine
electrolysis.  The facility will also have an on-site sodium
hypochlorite (bleach) plant.  Annual capacity will be 105,840
electro chemical unit tons over a useful life of about 20 years.
The project will repay debt with cash flow earned by selling about
one-half of its chlorine and caustic soda to Dow Chemical Co.
(BBB-/Stable/A-3) in exchange for periodic tolling payments, and
by selling the other 50% as bleach into merchant markets.

The stable outlook reflects a construction program in place with
some liquidity to address issues that may arise, by the long-term
tolling agreement with Dow, reasonable capacity expectations, and
an arrangement that should provide a decent competitive position.
A rating upgrade would require at a minimum for construction to be
completed on time and within budget, especially given the lack of
performance guarantees and a tight schedule.

"Furthermore, higher ratings would require stronger financial
performance, which would come mainly from demonstrated performance
in merchant markets, not to mention remaining relevant in Dow's
strategy," said Standard & Poor's credit analyst Andrew Giudici.

A downgrade could occur if construction is delayed, the plant
cannot reach full capacity, operating and maintenance costs
deviate from forecasts, or counterparty ratings decline.


KENNETH STARR: New York Court Sets Bail at $10 Million
------------------------------------------------------
Dow Jones Newswires' Chad Bray reports that Kenneth Starr's bail
was set at $10 million on Tuesday.  According to the report, it
wasn't clear, however, that Mr. Starr would be able to immediately
meet the bail conditions.  Mr. Starr had sought to be released on
$2 million bail.

According to the report, U.S. District Judge Shira A. Scheindlin
in Manhattan said Mr. Starr could be released on a $10 million
bond, co-signed by two brothers, a friend and his wife.  The
report says the bond would secured by his brothers' homes in
Connecticut and Virginia, one brother's $1.7 million rare-book
collection, the other brother's Florida condo and $250,000 in
cash.  Mr. Starr would be subject to home detention and electronic
monitoring while on bail.

Mr. Starr is a New York financial adviser accused of defrauding
his celebrity clients and other investors out of about $59
million.  Mr. Starr, 66, has been jailed since his arrest on May
27 on fraud and other charges.  He has pleaded not guilty to those
charges.

Mr. Starr isn't the Kenneth Starr who was special prosecutor in
the Whitewater investigation during the Clinton administration.


LBI MEDIA: S&P Revises Outlook to Stable, Affirms 'B-' Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
LBI Media Inc. to stable from negative.  S&P affirmed all ratings
on the company, including the 'B-' corporate credit rating.

"The 'B-' rating reflects S&P's expectation that LBI will have
adequate liquidity over the next 12-18 months, but incorporates
refinancing risk surrounding March 2012 maturities," noted
Standard & Poor's credit analyst Michael Altberg.

A refinancing could involve significantly higher interest rates,
depending on the state of the credit markets and company operating
performance, and could strain liquidity, which would drive
interest coverage under 1x.  Other risks include the company's
highly leveraged capital structure, negative discretionary cash
flow, cash flow concentration in a small number of large U.S.
Hispanic markets, intense competition for audiences and
advertisers from much larger rivals, and financial risk associated
with debt-financed acquisitions.  The company's position as a
niche operator of Spanish-language radio and TV stations, healthy
EBITDA margin relative to peers, upside potential from Estrella
TV, and broadly favorable Spanish-language advertising trends are
modest positive factors that do not offset these risks.

LBI owns 21 radio stations and eight TV stations, with a high
degree of revenue and EBITDA concentration in California and Texas
and therefore depends on their economies.  In 2009, the company
launched the Estrella TV television network, which distributes its
original programming to affiliated stations.  As of March 31,
2010, the network had 23 television station affiliates covering
almost 75% of the U.S. Hispanic population.  S&P expects
incremental costs for Estrella in the form of technical expenses,
Nielsen ratings, and modest additional programming costs as the
company launches new shows and improves existing formats.  During
the first quarter of 2010, program and technical expenses rose
51.6% because of increased production costs (including
amortization of program rights).  Unlike typical network start-
ups, S&P believes Estrella will be profitable in 2010.

Lease-adjusted debt to EBITDA, including the company's 11% senior
holding company discount notes, was extremely high at 12.6x as of
March 31, 2010, compared with 9.6x at year-end 2008.  Leverage has
remained high because of EBITDA declines and the company's
acquisitive debt-financed growth strategy, as LBI seeks to expand
its current station portfolio in existing and new markets.
Pending acquisitions include a TV station in Colorado and a TV
station in Illinois, aggregating $7.8 million in total investment
in the quarter ended March 31, 2010.  EBITDA coverage of cash
interest deteriorated to 1.1x as of March 31, 2010, down from 1.5x
a year ago, because of EBITDA declines in conjunction with the
onset of semiannual cash interest payments on the 11% discount
notes, which started in April 2009.  S&P expects EBITDA coverage
of interest to improve with the modest recovery in ad demand,
barring significant debt-financed acquisitions.  The company
generated negative discretionary cash flow in the 12 months ended
March 31, 2010, because of the decline in EBITDA and increase in
interest expense.  In 2010, S&P believes that discretionary cash
flow still could be modestly negative, with the potential to turn
positive in 2011 if trends continue to improve.


LC RIVERSIDE: Case Summary & 6 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: LC Riverside, LLC
        4131 Centurion Way
        Addison, TX 75001

Bankruptcy Case No.: 10-35040

Chapter 11 Petition Date: July 21, 2010

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

Judge: Stacey G. Jernigan

Debtor's Counsel: Mark A. Castillo, Esq.
                  E-mail: mcastillo@curtislaw.net
                  Sarah Ann Walters, Esq.
                  E-mail: swalters@curtislaw.net
                  Stephanie Diane Curtis, Esq.
                  E-mail: scurtis@curtislaw.net
                  The Curtis Law Firm, PC
                  901 Main Street, Suite 6515
                  Dallas, TX 75202
                  Tel: (214) 752-2222
                  Fax: (214) 752-0709

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

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

A copy of the Company's list of 6 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/txnb10-35040.pdf

The petition was signed by Michael B. Schiff, manager of Centurion
Equity Group, LLC, GP of LC Urban Center Two, Ltd., sole member of
LC Riverside, LLC.


LEHMAN BROTHERS: Seeks to Reclassify Greensboro Property
--------------------------------------------------------
Lehman Brothers Holdings Inc. and its affiliated debtors seek the
Court's authority to reclassify a two-building office located at
Greensboro Drive in McLean, Virginia, from Pool II to Pool III.

The Debtors proposed to reclassify the property with respect to
its disposition after a mezzanine lender took actions to enforce
its rights over the property.  The lender made the move after the
Debtors failed to restructure the project level (mezzanine loan)
at Greensboro.

The reclassification is in connection with the Debtors' prior
motion to restructure loans with Broadway Partners Fund Manager
LLC, which the Court granted on June 29, 2009.  Pursuant to the
motion, the properties held by Broadway Partners' affiliates were
classified into one of three pools.

Alfredo Perez, Esq., at Weil Gotshal & Manges LLP, in Houston,
Texas, said the reclassification will allow the Debtors to
relinquish their interest in the property and the loans being
held that are secured by the property in return for mutual
releases by and from the Debtors, the mezzanine lender and the
borrower.

"Additionally, affiliates of the Debtors will receive a right of
first refusal with respect to the property for some period of
time," Mr. Perez said in a July 8, 2010 notice filed with the
Court.

                        About Lehman Brothers

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

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

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

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

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

               International Operations Collapse

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

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

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


LEHMAN BROTHERS: Files Report on Settled Unsecured Claims
---------------------------------------------------------
Lehman Brothers Holdings Inc. and its affiliated debtors filed a
quarterly report of the transactions they entered into with these
creditors to settle general unsecured claims for the period
April 1 to July 13, 2010:

                                             Filed       Settled
Creditors                  Claim No.  Claim Amount  Claim Amount
---------                  ---------  ------------  ------------
MiSys PLC                     14828     $31,084,566   $15,000,000
Fir Tree Value Master Fund    11074      $1,103,062    $1,103,062
CSAM Funding I                22839        $205,808      $205,808
Velocity Clo Ltd.             23540        $457,500      $125,000
Stark Master Fund Ltd.        16134        $158,000      $116,000
Calryle Loan Investment Ltd.  27573        $344,131      $104,735
Credit Suisse Loan Funding    22827         $86,500       $86,500
Resolution Partners LLC       14935        $940,000       $75,000
Crescent 1 LP                 14166         $76,570       $51,382
Black Diamond CLO 2005-1 Ltd. 31898        $103,710       $32,175
CRS Fund Ltd.                 14165         $41,420       $27,795
Highland Floating Rate Fund    4570         $23,933       $23,933
LFSIGXG LLC                   10060        $195,675       $22,387
Northwoods Capital VII Ltd.   14758        $110,166       $17,461
Northwoods Capital V Ltd.     14759        $110,166       $17,461
Bank of Montreal              24933         $69,847       $11,495
Fir Tree Capital Opportunity
Master Fund L.P.             11073        $387,562      $387,562
Credit Suisse AG Cayman
Islands Branch               22831        $362,474      $362,474
Credit Suisse AG Cayman
Islands Branch               22832        $205,808      $205,808
Credit Suisse Candlewood
Special Situations Master    22840        $148,629      $148,629
Apostle Loomis Sayles
Credit Opp. Fund               611        $178,000      $147,140
Carlyle High Yield Partners
IX, Ltd.                     27574        $134,750       $45,375

The Debtors filed the quarterly report in compliance with the
Court's March 31, 2010 order, which approved a process for the
settlement of pre-bankruptcy claims.

                        About Lehman Brothers

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

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

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

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

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

               International Operations Collapse

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

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

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


LEHMAN BROTHERS: Receives OK to Reject 5 Derivative Contracts
-------------------------------------------------------------
Lehman Brothers Holdings Inc. and its affiliated debtors received
approval of the U.S. Bankruptcy Court for the Southern District of
New York to reject five derivative contracts:

Counterparty                 Derivative Contracts
------------                 --------------------
Bisgaier Family LLC           Confirmation dated July 14, 2008
                              between Bisgaier and LBCS
                              (incorporated 1992 ISDA Master
                              Agreement)

Roger Newton and Coco         Confirmation dated July 14, 2008,
Newton JTWRS                  between Roger Newton and LBCS
                              (incorporates 1992 ISDA Master
                              Agreement)

Spectrum Investment Partners  1992 ISDA Master Agreement dated
International Ltd.            August 1, 2007, between Spectrum
                              and LBSF

Spectrum Investment           1992 ISDA Master Agreement dated
Partners LP                   February 10, 2006, between Spectrum
                              and LBSF

The Esperance Family          Confirmation dated July 14, 2008,
Foundation                    between The Esperance and LBCS
                              (incorporates 1992 ISDA Master
                              Agreement)

Robert Lemons, Esq., at Weil Gotshal & Manges LLP, in New York,
says the contracts to be rejected are "out-of-the-money" to the
Debtors.  He adds that the contracts have to be rejected so that
the Debtors could fix their liability and limit any increase in
damages that could be claimed by counterparties to those
contracts.

In connection with the proposed rejection of the contracts, the
Debtors also seek court approval to implement a process for any
claims that may be asserted against them as a result of the
rejection.

Under the proposed process, the Debtors have the option to
calculate the damages under each derivative contract as of its
rejection and will deliver a statement to the counterparty
describing the calculations.

The counterparty will be required to file a proof of claim for
damages in compliance with the July 2, 2009 court order on the
filing of claims if the Debtors do not deliver a statement or if
a counterparty disputes the amount of damages calculated.  The
counterparty does not need to file an additional proof of claim
to dispute the amount of the damages if it has already timely
filed a proof of claim.

If a counterparty timely filed a proof of claim in accordance
with the July 2, 2009 order or timely files a proof of claim no
later than 30 days from the approval of the proposed rejection,
the Debtors and the counterparty can assert all rights with
respect to claims arising under the contract.  Any concerned
party has the right to object to such proof of claim arising
under the contract.

If the Debtors timely deliver a statement and a counterparty
does not timely file or has not timely filed a proof of claim in
compliance with the July 2 order, the counterparty will be deemed
to have an allowed general unsecured claim against the Debtor
party to the contract, and against LBHI if the company acted as a
creditor support provider for the payment of that Debtor.

Meanwhile, if the Debtors do not timely deliver a statement and a
counterparty did not timely file a proof of claim in accordance
with the July 2 order or does not file a proof of claim by the
deadline, then that counterparty will not be allowed to assert
its claim against the Debtors.

                        About Lehman Brothers

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

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

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

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

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

               International Operations Collapse

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

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

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


LEHMAN BROTHERS: Revises List of Artwork for Sotheby's Auction
--------------------------------------------------------------
Lehman Brothers Holdings Inc. filed a revised schedule describing
the artwork owned by the company and its affiliate, James Ross
LLC, to be consigned to Sotheby's Inc.

A revised schedule of the subject artwork is available without
charge at http://bankrupt.com/misc/LBHI_Revisedschedartwork.pdf

LBHI employed Sotheby's to conduct a public auction or a private
sale of its art collection in case the items are not sold at the
auction.  The auction is expected to be held sometime in
September of this year.

                        About Lehman Brothers

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

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

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

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

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

               International Operations Collapse

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

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

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


LEHMAN BROTHERS: Wins Nod to Hire Reed Smith as Insurance Counsel
-----------------------------------------------------------------
Lehman Brothers Holdings Inc. and its affiliated debtors received
court approval to employ Reed Smith LLP as special counsel.

The Debtors tapped the firm to give them advice concerning their
directors' and officers' liability insurance coverage.
Specifically, Reed Smith is tasked to:

  (1) advise the Debtors regarding potential insurance recovery
      under the D&O insurance policies issued to them in
      connection with claims made against directors and
      officers;

  (2) prepare court papers as necessary with regard to potential
      D&O insurance recovery for claims made against the
      Directors and officers; and

  (3) appear and represent the Debtors' interests with respect
      to issues concerning D&O insurance recovery.

Reed Smith will be paid for its services on an hourly basis and
will also be reimbursed for its expenses.  The hourly rates for
the firm's professionals range from $475 to $790 for partners,
$240 to $620 for associates and counsel, and $130 to $340 for
paraprofessionals.

In a declaration, Carolyn Rosenberg, Esq., a member of Reed Smith,
assures the Court that the firm does not hold interest adverse to
the Debtors' estates.

                        About Lehman Brothers

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

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

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

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

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

               International Operations Collapse

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

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

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


LEHMAN BROTHERS: Borstein Services Expanded
-------------------------------------------
Lehman Brothers Holdings Inc. sought and obtained the Court's
authority to expand the scope of Bortstein Legal LLC's employment
as their special counsel, to include the negotiation and review of
real estate leases and related matters, nunc pro tunc to May 17,
2010.

Pursuant to a engagement letter, dated May 17, 2010, Bortstein's
hourly rates with respect to the Additional Matters are $400 per
hour for Lawrence Bortstein, Esq., $375 per hour for lawyers with
eight-plus years of experience, and $325 per hour for lawyers
with less than 8 years.  The Debtors will also reimburse
Bortstein for necessary out-of-pocket expenses.

Lawrence Bortstein, managing member of Bortstein Legal LLC,
assured the Court that his firm does not represent any interest
adverse to the Debtors and is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.

                        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)


LIQUIDATION OUTLET: Court Fixes October 5 as Claims Bar Date
------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Washington
established October 5, 2010, as the last day for any individual or
entity to file proofs of claim against Liquidation Outlet, Inc.

Proofs of claim may be filed with:

     Clerk, U.S. Bankruptcy Court
     1717 Pacific Ave., Suite 2100
     Tacoma, WA 98402

with a copy to the Debtors' counsel:

     Brian L. Budsberg, Esq.
     P.O. Box 1489
     Olympia, WA 98507-1489

Lakewood, Washington-based Liquidation Outlet, Inc., filed for
Chapter 11 bankruptcy protection on March 25, 2010 (Bankr. W.D.
Wash. Case No. 10-42279).  Benjamin J. Riley, Esq., at Brian L
Budsberg PLLC, assists the Company in its restructuring effort.
According to the schedules, the Company has assets of $16,053,250,
and total debts of $7,434,413.


LIQUIDATION OUTLET: Gets Another 120 Days to File Chapter 11 Plan
-----------------------------------------------------------------
The Hon. Paul B. Snyder of the U.S. Bankruptcy Court for the
Western District of Washington extended by 120 days, Liquidation
Outlet, Inc.'s exclusive period to file a Chapter 11 Plan and
explanatory Disclosure Statement.

Lakewood, Washington-based Liquidation Outlet, Inc., filed for
Chapter 11 bankruptcy protection on March 25, 2010 (Bankr. W.D.
Wash. Case No. 10-42279).  Benjamin J. Riley, Esq., at Brian L
Budsberg PLLC, assists the Company in its restructuring effort.
According to the schedules, the Company has assets of $16,053,250,
and total debts of $7,434,413.


LOCATION BASED: Amends Feb. 28 Qtr. Report, Posts $1.9MM Net Loss
-----------------------------------------------------------------
Location Based Technologies, Inc., filed on July 20, 2010,
Amendment No. 1 to its Form 10-Q for the fiscal quarter ended
February 28, 2010, originally filed with the Securities and
Exchange Commission on April 19, 2010.

This amendment restates consulting revenue related to the
LoadRack, LLC consulting project.  Other related accounts affected
include accounts receivable, allowance for doubtful accounts,
costs and estimated earnings in excess of billings on uncompleted
contracts and bad debt expense.

The Company reported a net loss of $1,930,100 on $3,826 of revenue
for the three months ended February 28, 2010, compared with a net
loss of $2,015,678 on $70,782 of revenue for the three months
ended February 28, 2009.

The Company's balance sheet at February 28, 2010, showed
$2,759,878 in assets and $4,657,733 of liabilities, for a
stockholders' deficit of $1,897,855.

The Company has incurred net losses since inception, and as of
February 28, 2010, had an accumulated deficit of $24,008,768.
"These conditions raise substantial doubt as to the Company's
ability to continue as a going concern."

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

                 http://researcharchives.com/t/s?671f

Headquartered in Irvine, Calif., Location Based Technologies, Inc.
(OTC BB: LBAS) -- http://www.locationbasedtech.com/-- designs,
develops, and markets personal, pet, personal property and vehicle
locator devices and services.


LOCATION BASED: Posts $1.2 Million Net Loss in Q3 Ended May 31
--------------------------------------------------------------
Location Based Technologies, Inc., filed its quarterly report on
Form 10-Q, reporting a net loss of $1,210,016 on $4,612 of revenue
for the three months ended May 31, 2010, compared with a net loss
of $3,023,318 on $553,059 of revenue for the three months ended
May 31, 2009.

The Company's balance sheet at May 31, 2010, showed $2,771,356
in assets and $5,211,685 of liabilities, for a stockholders'
deficit of $2,440,329.

The Company has incurred net losses since inception, and as of
May 28, 2010, had an accumulated deficit of $25,218,784.  "These
conditions raise substantial doubt as to the Company's ability to
continue as a going concern."

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

                   http://researcharchives.com/t/s?6720

Headquartered in Irvine, Calif., Location Based Technologies, Inc.
(OTC BB: LBAS) -- http://www.locationbasedtech.com/-- designs,
develops, and markets personal, pet, personal property and vehicle
locator devices and services.


MARINA DISTRICT: Moody's Assigns 'B2' Rating on $725 Mil. Notes
---------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Marina District
Finance Company, Inc.'s new $725 million senior secured notes.
Moody's also assigned a B2 Corporate Family Rating and B2
Probability of Default Rating to the company.  The rating outlook
is stable.

Proceeds from the new note offering together with borrowings under
a new $150 million senior secured revolving credit facility
(unrated) will be used to repay outstanding borrowings on MDFC's
existing senior secured credit facility and to pay one-time
dividend.  The dividend will be paid to the joint venture partners
of Marina District Development Company, LLC, MDFC's parent
company.  MDDC owns and operates Borgata Hotel Spa & Casino in
Atlantic City, NJ.

MDFC's B2 Corporate Family Rating considers the risks associated
with the company's single asset profile and moderately high
leverage.  Pro forma debt/EBITDA is about 4.3 times.  The ratings
also reflect Moody's view that the Atlantic City gaming market
will experience further and possible significant deterioration as
a result of the expansion of gaming facilities in nearby states.
Positive rating consideration is given to the quality and
popularity of the Borgata -- a factor that continues to
distinguish the casino property from other casinos in Atlantic
City.  The company has maintained its number one market position
in Atlantic City with respect to gaming revenue since 2005,
approximately two years after it opened.  Also considered is
Moody's expectation that the company will remain free cash flow
positive and apply cash towards absolute reduction.

Moody's has rated MDFC's senior secured notes at B2 -- the same as
MDFC's Corporate Family Rating.  This reflects a one-notch
override and up-notching over the rating otherwise indicated by
Moody's Loss Given Default model.  This reflects the fact that
first lien senior secured notes account for the majority of debt
in MDFC's capital structure.  In Moody's opinion, the B2 rating
more accurately reflects the expected loss characteristics of the
notes in the event of default than would otherwise be indicated by
Moody's Loss Given Default Model.

The stable rating outlook anticipates that MDFC will be able to
repay debt and maintain credit statistics Moody's believes to be
adequate for the current rating despite what Moody's believes will
be further gaming revenue declines in the Atlantic City market.
The outlook also assumes that the sale of MGM Resorts
International's interest in MDDC will not impact MDFC's credit
profile in the foreseeable future.  In March 2010, MGM transferred
its 50% ownership interest in MDDC into a divestiture trust for
sale to a third-party in connection with MGM's settlement
agreement with the Division of Gaming Enforcement Office of the
Attorney General of the State of New Jersey.

New ratings assigned:

* Corporate Family Rating B2

* Probability of Default Rating B2

* $725 million first-lien senior secured notes due 2015/2018 B2
  (LGD 4, 50%)

MDFC is a wholly-owned subsidiary of MDDC.  MDDC developed, owns
and operates Borgata Hotel Spa & Casino, including The Water Club
Hotel at Borgata in Atlantic City, NJ.  The company generates
annual net revenue of about $765 million.


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

At the same time, S&P assigned Marina District Finance Co. Inc.'s
(MDFC) proposed $725 million senior secured notes due 2015 and
2018 S&P's preliminary issue-level rating of 'BB' (two notches
higher than the preliminary corporate credit rating).  S&P also
assigned this debt a preliminary recovery rating of '1',
indicating S&P's expectation of very high (90% to 100%) recovery
for noteholders in the event of a payment default.  The notes will
be guaranteed by MDDC.

All ratings are pending S&P's review of final documentation.

The company plans to use the proceeds from the proposed notes,
along with a draw of approximately $75 million under a new
(unrated) $150 million senior secured revolving credit facility,
to refinance existing debt, pay an approximately $150 million
dividend to MDDC's owners, and to fund transaction costs.  S&P
expects funded debt balances to be about $800 million as of
June 30, 2010, pro forma for the transaction.

"The preliminary 'B+' corporate credit rating reflects MDDC's
reliance on a single property for cash flow, the competitive
dynamics in the region, S&P's expectation that the U.S. economy
will only gradually improve over the next several quarters, and
increased debt leverage pro forma for the proposed transaction,"
said Standard & Poor's credit analyst Ben Bubeck.  "The Borgata's
relatively solid track record (even as the Atlantic City gaming
market has declined meaningfully in recent years), the high
quality and market-leading position of the property, and S&P's
expectation that credit measures will gradually improve over the
next few years despite limited growth prospects (as S&P
anticipates positive free operating cash flow will largely be
applied toward debt repayment) only partially offset these
negative factors."

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


MERUELO MADDUX: Wants to Proceed with Own Plan
----------------------------------------------
Meruelo Maddux and its affiliates responded to a motion by lenders
Legendary Investors Group No. 1 LLC and East West Bank and
shareholder Charlestown Capital Advisors to terminate exclusivity
and to slow down the whole confirmation process.  The Debtors
relate that:

   -- there is little justification for requiring the Debtors to
      wait for approval of other disclosure statements;

   -- they must not be required to make allowance for descriptions
      of any competing Plan(s)in their solicitation materials; and

   -- there is no legal basis for the request and the Debtors
      believe that denying their right to seek confirmation of
      their Plan and forcing these cases into standstill mode
      would not be in the best interest of the creditors or the
      Debtors.

The secured lenders have filed a request for approval to propose a
plan that would include a $5 million cash injection and conversion
of $65 million of debt into equity.  The Official Committee of
Unsecured Creditors is supporting the proposal.  A hearing is
scheduled for August 2.

If the secured lenders succeed, there will be three proposed plans
in Meruelo Maddux's case.

To recall, shareholders Charlestown Capital Advisors and Hartland
Asset Management earlier filed a competing plan for Meruelo.
Holders of secured claims will be paid in full but over time with
interest.  Existing stockholders will receive cash or a
combination of cash and new stock.  New investors will pay at
least $30 million for the new stock.

Meruelo Maddux is also proposing its own Chapter 11 plan.  The
plan provides for the payment in full of all claims over time with
interest.

                       About Meruelo Maddux

Meruelo Maddux and its affiliates filed for Chapter 11 protection
on March 26, 2009 (Bankr. C. D. Calif. Lead Case No. 09-13356).
Aaron De Leest, Esq., John J. Bingham, Jr., Esq., and John N.
Tedford, Esq., at Danning Gill Diamond & Kollitz, represent the
Debtors in their restructuring efforts.  Asa S. Hami, Esq., Tamar
Kouyoumjian, Esq., and Victor A. Sahn, Esq., at SulmeyerKupetz, A
Prof Corp, represent the official committee of unsecured creditors
as counsel.  The Debtors' financial condition as of December 31,
2008, showed $681,769,000 in assets and $342,022,000 of debts.


MGIC INVESTMENT: Moody's Upgrades Senior Debt Ratings to 'B3'
-------------------------------------------------------------
Moody's Investors Service has upgraded to B3 from Caa1 the senior
unsecured debt ratings of MGIC Investment Corporation, the holding
company for Mortgage Guaranty Insurance Corp and MGIC Indemnity
Corporation (Ba3 insurance financial strength rating).  This
concludes the rating review on the debt of MGIC Investment Corp
which was initiated on April 21, 2010.  The ratings outlook is
positive.

The upgrade of the senior debt ratings to B3 reflect MGIC
Investment Corporation's substantially enhanced liquidity position
following its $1.1 billion recent capital raise and capital
contribution to MGIC.  On July 20, 2010, MGIC disclosed in a SEC
form 8K filing that during the second quarter $200 million was
contributed to MGIC and that the holding company retains
approximately $1 billion of cash and securities as of June 30,
2010.  The relatively modest portion of the total capital raise
that was down-streamed to MGIC, as well as the group's return to
profitability in the second quarter, both suggest that the holding
company will be able to maintain meaningful cash resources over at
least the near term, which is a positive for creditors.

The available liquidity at MGIC Investment Corp enables the
company to meet its medium term debt service obligations,
including the repayment of the $78 million notes maturing in 2011
and the $300 million notes maturing in 2013, and other liquidity
needs without reliance on the operating company dividend payments.
According to Moody's, the strong holding company liquidity
warrants a three notch differential between the holding company's
senior debt and insurance company's ratings, as opposed to the
more typical four notch difference for below investment grade
insurance companies.

Moody's said that the upgrade of MGIC Investment Corp's
$390 million convertible junior sub debt to Caa3 reflects reduced
likelihood of loss in light of the holding company's strong
liquidity position.  These securities mature in 2063 and interest
is cumulative, but can be deferred for up to 10 years without
triggering a default.  The Caa3 rating, which is three notches
from the senior debt ratings, reflects the deferral of $55 million
of interest payments since MGIC elected to defer debt service on
April 1, 2009.  MGIC indicated that it does not anticipate
reinstituting interest payments at this time but would review its
decision during 3Q2010.  The missed payments triggered the
inclusion of this security in Moody's ongoing impairment studies.

Moody's added that the positive ratings outlook reflect the
group's improving financial and business profile following the
recent access to the debt and equity markets.  After the
$200 million capital contribution the risk to capital ratio for
MGIC was 17.8 to 1, this is within the 25:1 statutory minimum
required ratio to continue writing new business.  MGIC's new
insurance written was $2.7 billion up from the $1.8 billion in
first quarter, reflecting the effects of modifications to
underwriting and pricing strategies implemented during the quarter
to compete more directly with mortgage insurance offered by the
Federal Housing Administration.

Moody's believes that MGIC should be able to continue to
strengthen its market position and benefit from attractive new
mortgage insurance production.  Incurred losses declined,
reflecting the benefit of claim mitigation efforts and a 3%
decline in the quarter over quarter delinquency rate.  The company
reported second quarter net income of $24.6 million, the first
profit generated in 12 quarters.  However, Moody's believes that
the recovery of the housing market remains fragile and loss
emergence is still uncertain.

                      List Of Rating Actions

These ratings were upgraded with a positive outlook:

* MGIC Investment Corporation -- senior unsecured debt to B3 from
  Caa1, junior subordinated debt to Caa3 from Ca, and the
  provisional rating on senior unsecured debt to (P)B3 from
  (P)Caa1.

The last rating action on Mortgage Guaranty Insurance Corporation
occurred on April 21, 2010, when the outlook on MGIC's ratings
were changed to positive and the holding company ratings were
placed under review for possible upgrade.

MGIC Investment Corporation, headquartered in Milwaukee,
Wisconsin, is the holding company for Mortgage Guaranty
Insurance Company, one of the largest US mortgage insurers with
$202.4 billion of primary insurance in force at June 30, 2010.


NEFF CORP: Plan Confirmation Scheduled for September 14
-------------------------------------------------------
The Hon. Shelley C. Chapman of the U.S. Bankruptcy Court for the
Southern District of New York will consider on September 14, 2010,
at 11:00 a.m. prevailing Eastern Time, the confirmation of Neff
Corp., et al.'s amended Chapter 11 Plan.

The Court approved this schedule of events:

   EVENT                                  DATE
   -----                                  ----
Disclosure Statement Hearing             July 12 at 2:00 p.m.
Voting Record Date                       July 12
Solicitation Date                        July 16
Cash Election/Rights Offering
Commencement Date                        July 16
Payout Event Deadline                    July 26 at 5:00 p.m.
Auction                                  August 5 at 10:00 a.m.
Cash Election/Rights Offering
Expiration Date                          September 1 at 5:00 p.m.
Voting Deadline                          September 1 at 5:00 p.m.
Plan Objection Deadline                  September 1 at 5:00 p.m.

As reported in the Troubled Company Reporter on July 14, according
to BankruptcyData.com, the primary purpose of the Plan is to
effectuate a balance sheet restructuring and deleveraging of the
Debtors' current capital structure.  The restructuring will be
effectuated through the sale of substantially all of the assets,
and a rights offering of up to $119 million in new common units of
the purchaser of the Debtor's assets.  The rights offering will be
fully backstopped by the plan sponsors.  The Debtors have also
entered into a $175 million DIP Facility, allowing them to fund
ongoing business operations and the administrative costs of these
chapter 11 cases.

                         About Neff Corp.

Privately held Neff Corp., doing business as Neff Rental, provides
construction companies, golf course developers, industrial plants,
the oil industry, and governments with reliable and quality
equipment that is delivered on time where it is needed.  With more
than 1,000 employees operating from branches coast to coast, Neff
Rental is ranked by Rental Equipment Register (RER) magazine as
one of the nation's 10 largest  equipment rental companies.

Neff Corp. and its units, including Neff Rental Inc. filed for
Chapter 11 on May 17, 2010 (Bankr. S.D.N.Y. Case No. 10-12610).

Based in Miami, Neff has assets of $299 million and debt of
$609 million, according to the disclosure statement explaining the
plan.  Funded debt totals $580 million.  Revenue in 2009 was
$192 million.


NEXITY FINANCIAL: Case Summary & 16 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Nexity Financial Corporation
        3680 Grandview Parkway, Suite 200
        Birmingham, AL 35243

Bankruptcy Case No.: 10-12293

Chapter 11 Petition Date: July 22, 2010

About the Debtor: Nexity Financial -- http://www.nexitybank.com/-
                  - claims to be a leading provider of capital and
                  support services for community banks.  Its bank
                  subsidiary, Nexity Bank, is operating under a
                  cease and desist order issued by regulators.
                  Birmingham, Alabama-based Nexity had net losses
                  of $26 million in 2009 and $13 million in 2008.

Court: U.S. Bankruptcy Court
       District of Delaware (Delaware)

Judge: Kevin J. Carey

Debtor's Counsel: Drew G. Sloan, Esq.
                  E-mail: dsloan@rlf.com
                  Richards, Layton & Finger, P.A.
                  920 North King Street
                  Wilmington, DE 19801
                  Tel: (302) 651-7612
                  Fax: (302) 651-7701

                  Mark D. Collins, Esq.
                  E-mail: collins@rlf.com
                  Michael Joseph Merchant, Esq.
                  E-mail: merchant@rlf.com
                  Richards Layton & Finger
                  One Rodney Square
                  P.O. Box 551
                  Wilmington, DE 19899
                  Tel: (302) 651-7700
                  Fax: (302) 651-7701

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

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

The petition was signed by Greg L. Lee, chief executive officer.

Debtor's List of 16 Largest Unsecured Creditors:

        Entity                      Nature of Claim   Claim Amount
        ------                      ---------------   ------------
Stone Castle Partners               Trust Preferred     $9,000,000
120 W. 4th Street, 14th floor       Security
New York, NY 10036

Alesco                              Trust Preferred     $3,000,000
2929 Arch Street, 17th Floor        Security
Philadelphia, PA 19104

Silverton Bank                      Trust Preferred     $2,000,000
600 Paces Summit                    Security
Atlanta, GA 30339

Buckhead Community Bank             Trust Preferred     $1,000,000
415 E. Paces Ferry Road             Security
Atlanta, GA 30305

Coastal States Bank                 Trust Preferred     $1,000,000
P.O. Box 4800                       Security
Hilton Head Island, SC 29938

First National Bank of Savannah     Trust Preferred     $1,000,000
5225 Abercorn Street                Security
Savannah, GA 31405

Citizens Bank of Vernon             Trust Preferred       $500,000
103 Jamestown Boulevard             Security
Dothan, AL 36301

Community Bank of Pickens County    Trust Preferred       $500,000
15 Sammy McGhee Boulevard           Security
Jasper, GA 30143

Cornerstone Bank                    Trust Preferred       $500,000
2060 Mount Paran Road NW, Suite 100 Security
Atlanta, GA 30327-2925

First Citizens Bank                 Trust Preferred       $500,000
66 N. Woodford Avenue               Security
P.O. Drawer 271
Luverne, AL 36049

Georgia Banking Company             Trust Preferred       $500,000
6190 Powers Ferry Road              Security
Atlanta, GA 30339

Hight Trust Bank                    Trust Preferred       $500,000
280 W. Country Club Drive           Security
Stockbridge, GA 30281

Metro Bank                          Trust Preferred       $500,000
P.O. Box 5369                       Security
Douglasville, GA 30154

People State Bank of Commerce       Trust Preferred       $500,000
201 Jordan Road                     Security
Franklin, TN 37067

SunSouth Bank                       Trust Preferred       $500,000
103 Jamestown Boulevard             Security
Dothan, AL 36301

United Security Bank                Trust Preferred       $500,000
350 E. Broad Street                 Security
Sparta, GA 31087-1441


NPS PHARMACEUTICALS: Directors Acquire 2,500 Deferred Stock Units
-----------------------------------------------------------------
Various directors at NPS Pharmaceuticals Inc. each disclosed
acquiring 2,500 deferred stock units on July 15:

     -- Michael W. Bonney,
     -- Colin Broom, MD,
     -- James G. Groninger,
     -- Donald E. Kuhla,
     -- Rachel R. Selisker, and
     -- Peter G. Tombros

The Deferred Stock Units were awarded under the NPS
Pharmaceuticals, Inc. 2007 Nonemployee Directors' Compensation
Program.  The Deferred Stock Units will be settled in NPS Common
Stock upon (1) separation from service on the Board, (2) death,
(3) disability, or (4) sale of substantially all the assets of the
Company.  Each Deferred Stock Unit represents a right to receive
one share of NPS Common Stock.

Mr. Bonney has 127,834 Deferred Stock Units following the
transaction.

Mr. Broom has 15,874 Deferred Stock Units following the
transaction.

Mr. Groninger has 107,557 Deferred Stock Units following the
transaction.

Mr. Kuhla has 122,680 Deferred Stock Units following the
transaction.

Ms. Selisker has 130,090 Deferred Stock Units following the
transaction.

Mr. Tombros has 140,890 Deferred Stock Units following the
transaction.

                     About NPS Pharmaceuticals

Based in Bedminster, New Jersey, NPS Pharmaceuticals Inc. (Nasdaq:
NPSP) -- http://www.npsp.com/-- is developing new treatment
options for patients with rare gastrointestinal and endocrine
disorders.

At March 31, 2010, the Company had $140.359 million in total
assets against $367.931 million in total liabilities, resulting in
stockholders' deficit of $227.572 million.


OCEAN SMART: Posts $310,000 Net Loss in Q3 Ended May 31
-------------------------------------------------------
Ocean Smart, Inc., filed its quarterly report on Form 10-Q,
showing a net loss of $310,061 on $536,152 of revenue for the
three months ended May 31, 2010, compared with a net loss of
$681,754 on $319,147 of revenue for fiscal 2009.

The Company's balance sheet as of May 31, 2010, showed $4,817,093
in assets, $2,555,092 of liabilities, and $2,262,001 of
stockholders' equity.

The Company has suffered operating losses since inception.  As of
May 31, 2010, the Company had a cash balance of $9,521 and an
accumulated deficit of  $26,230,756 including a net loss of
$898,986 for the first nine months of the 2010 fiscal year.  After
the completion of the Series D preferred financing in May 2008,
management believed that it had adequate funds to maintain its
business operations into its 2010 fiscal year and/or until it
becomes cash flow positive, but it continued to suffer operational
losses in the 2008, 2009 and 2010 fiscal years.

"Until our operations are able to demonstrate and maintain
positive cash flows, we may require additional working capital to
fund our ongoing operations and execute our business strategy of
expanding our operations.  In fact, based on our current estimates
of future sales and capital costs of expanding our farms in order
to increase future crop yields, we will require additional
financings to continue funding our operations.  Based on these
factors, there is substantial doubt about our ability to continue
as a going concern."

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

                  http://researcharchives.com/t/s?6717

Based in Gaithersburg, Maryland, Ocean Smart, Inc. (OTC BB: OCSM)
through its subsidiary, Island Scallops Ltd., engages in farming,
processing, and marketing marine species, such as scallops and
sablefish.  The Company's primary product is farmed 'Qualicum
Beach Scallop' for sale throughout North America.  The Company was
formerly known as Edgewater Foods International, Inc. and changed
its name to Ocean Smart, Inc., in 2009.


PACIFIC BANCORP: Ford Financial & Treasury Deals Are On Track
-------------------------------------------------------------
Community bank holding company Pacific Capital Bancorp has
satisfied significant conditions to closing the previously
announced investment of $500 million in the Company by SB
Acquisition Company LLC, a wholly-owned subsidiary of Ford
Financial Fund, L.P., and anticipates closing the transaction on
August 31, 2010.  The Company has also reached a key agreement
with the United States Department of the Treasury on the treatment
of the preferred stock issued by the Company under the Troubled
Asset Relief Program Capital Purchase Program, and is currently
awaiting regulatory approval of the proposed Ford investment.

"We are pleased that we have reached an agreement with Treasury
and that Ford has indicated to us that we have made sufficient
progress on our tender offers.  These were clearly two of the most
critical conditions to completing the Ford investment and their
resolution allows us to see a clear path to a targeted closing by
the end of August," said George Leis, President and Chief
Executive Officer of Pacific Capital Bancorp.  "Upon closing of
the investment, we expect our capital ratios will again exceed the
ratios required to be considered 'well capitalized' under
generally applicable regulatory guidelines. The significant
increase in capital resulting from the Ford investment will return
Pacific Capital to being one of the strongest community banks
serving the Central Coast of California," Mr. Leis continued.

"On behalf of all of our employees, I take this opportunity to
sincerely thank our customers and communities for standing with us
during these challenging economic times," said Mr. Leis. "We fully
intend to reward your loyalty by continuing to provide you with
the financial products and advisory services you expect, delivered
with the personal customer service and community support you
deserve, a formula which has long differentiated our bank in the
markets we serve. We also want to thank Ford and its people, who
have been outstanding partners for Pacific Capital as we have
worked through this process."

Gerald J. Ford, Managing Member of the Ford Financial Fund said,
"In our 35-year history in the financial services sector, we have
been highly selective in identifying financial services partners,
focusing on quality companies that meet our high standards. We
believe Pacific Capital is one of the great community bank
franchises in California. We are pleased that we are making such
good progress towards completing our investment in this franchise,
which will provide the financial support that will allow the Bank
to continue serving its customers and actively support its
community partners. We very much look forward to closing this
transaction and to becoming part of the many great communities who
depend on this Bank."

"This is a very significant and positive event for our Company,"
said Edward E. Birch, Chairman of the Board of Pacific Capital
Bancorp.  "For more than 50 years, our community bank has been
distinguished from others in our markets for its superior service
levels and its unwavering community partnership. We feel most
fortunate to have identified an investor who believes, like we do,
in the importance of our bank's rich culture, and deep commitment
to its customers and communities."

                 Definitive Agreement with the
            United States Department of the Treasury

Pacific Capital Bancorp inked a definitive exchange agreement with
Treasury providing for, among other things and upon satisfaction
of certain closing conditions, including closing of the Ford
transaction, (i) the exchange of the 180,634 shares of preferred
stock, having an aggregate liquidation amount of $180.6 million,
issued by the Company to Treasury under the Troubled Asset Relief
Program Capital Purchase Program (the "Series B Stock") for shares
of a newly-created Series D Fixed Rate Cumulative Mandatorily
Convertible Preferred Stock (the "Series D Stock"), having an
aggregate liquidation amount equal to the sum of $180.6 million
plus accrued but unpaid dividends on the Series B Stock
outstanding immediately prior to the exchange, (ii) the exchange
of the Series D Stock at a discounted exchange value equal to 37%
of the liquidation amount of such Series D Stock into shares of
the Company's common stock at a conversion price of $0.20 per
share; and (iii) the amendment of the terms of the warrant to
purchase 1,512,003 shares of the Company's common stock currently
held by Treasury to provide for an exercise price of $0.20 per
share for a ten-year term following the closing of the
transactions contemplated by the Treasury Exchange Agreement.  The
complete terms and conditions of the Treasury Exchange Agreement
will be detailed in a filing made on Form 8-K on or before July
30, 2010, with the Securities and Exchange Commission.

The Company has been advised by Ford that consummation of the
exchange with Treasury on the terms contemplated by the Treasury
Exchange Agreement will satisfy the condition to closing set forth
in its investment agreement with Ford relating to the exchange of
preferred stock and warrants held by Treasury.

                  Update on Tender Offers and
                Receipt of Approval from NASDAQ

As of 5:00 p.m., New York City time, on July 26, 2010, Pacific
Capital Bank, N.A., had received tenders from holders of
$68,000,000 in aggregate principal amount of subordinated debt
securities.  The Company had not received valid tenders from
holders of any trust preferred securities.  The Company has been
advised by Ford that the completion of the tender offers at this
level and otherwise on the terms contemplated by the offers to
purchase will satisfy the condition to closing set forth in the
Ford Investment Agreement relating to the debt tender offers.

In addition, the Company has received approval from The NASDAQ
Stock Market LLC to issue the securities to Ford and Treasury
under the Ford Investment Agreement and Treasury Exchange
Agreement, respectively, in reliance on the shareholder approval
exemption set forth in NASDAQ Rule 5635(f).

             Second Quarter 2010 Financial Results

Pacific Capital Bancorp recorded a $61 million net loss applicable
to common shareholders for the second quarter of 2010.  As of June
30, 2010, gross loans held for investment were $4.60 billion, and
the Company's total deposits were $5.27 billion.  The Company
continues to maintain a strong liquidity position. As of June 30,
2010, the Company had $1.6 billion in cash and other unpledged
liquid assets.  Total non-performing assets were $604.5 million at
June 30, 2010, reflecting an increase in non-performing loans in
its commercial real estate portfolio.  At June 30, 2010, the Bank
had a Tier 1 leverage ratio of 4.0%, a Tier 1 risk-based capital
ratio of 6.7% and a Total Risk-Based capital ratio of 9.5%.
Following consummation of the transactions contemplated by the
Ford Investment Agreement, the Company expects that the Bank's
capital ratios will exceed the ratios required to be considered
"well capitalized" under generally applicable regulatory
guidelines.

                About Pacific Capital Bancorp

Pacific Capital Bancorp is the parent company of Pacific Capital
Bank, N.A., a nationally chartered bank that operates 48 branches
under the local brand names of Santa Barbara Bank & Trust, First
National Bank of Central California, South Valley National Bank,
San Benito Bank and First Bank of San Luis Obispo.

                         About Ford

Ford Financial Fund, L.P. is a private equity investment firm that
specializes in financial services companies. Its principals,
Gerald J. Ford (Managing Member) and Carl B. Webb (Senior
Principal), are experienced career bankers with a 35-year history
of demonstrated success at acquiring and managing a wide range of
financial services operations, which have included Golden State
Bancorp, Inc., First Gibraltar Bank, FSB and First United Bank
Group, Inc. The Ford team is committed to the long-term operations
of the companies in which they invest.


PACIFICA STUDIOS: Seeks to Block Foreclosure of Owners
------------------------------------------------------
Bill Rochelle at Bloomberg News reports that Pacifica Mesa Studios
LLC is asking the bankruptcy court to block the second-lien lender
from foreclosing the ownership interest held by Dana Arnold and
Hal Katersky.  The studio, known as Albuquerque Studios or ABQ
Studios, has an $84 million first mortgage owing to Longview
Ultra I. The second mortgage, for $23 million, is held by Workers
Realty Trust II LP.

According to the report, Pacifica contends that a subordination
agreement between the two lenders prevents Workers from taking any
action to collect on the second-mortgage so long as the first
mortgage is in default.  Pacifica wants the bankruptcy judge to
rule that the subordination agreement precludes Workers from
foreclosing the ownership interest held by Arnold and Katersky.

Pacifica, Bloomberg relates, believes that the property is worth
$54 million and that Workers therefore is "out of the money."

Pacifica Mesa Studios LLC filed for bankruptcy protection in
San Fernando Valley, California (Bankr. C.D. Calif. Case No.
10-18827).  Agoura Hills, California-based Pacifica Mesa is the
parent company of the New Mexico complex where the movies "The
Book of Eli" and "Terminator Salvation" were filmed.  The Chapter
11 petition listed assets of $57.7 million and debt of
$104.5 million.  Pacifica Mesa holds the title to Albuquerque
Studios, a 28-acre site the company valued at $54 million in court
papers.


PALISADES PARK: Chapter 11 Reorganization Case Dismissed
--------------------------------------------------------
The Hon. Donald H. Steckroth the U.S. Bankruptcy Court for the
District of New Jersey dismissed the Chapter 11 case of Palisades
Park Plaza North, Inc.

River Vale, New Jersey-based Palisades Park Plaza North, Inc.,
filed for Chapter 11 bankruptcy protection on February 5, 2010
(Bankr. D. N.J. Case No. 10-13394).  Vincent F. Papalia, Esq., at
Saiber, LLC, assists the Company in its restructuring effort.  The
Company listed $10,000,001 to $50,000,000 in assets and
$10,000,001 to $50,000,000 in liabilities.


PALM BEACH FINANCE: Kaufman Firm Settles Malpractice Suit
---------------------------------------------------------
Paul Brinkmann at South Florida Business Journal reports that
Miami-based accounting firm Kaufman Rossin & Co. has reached a
settlement in a malpractice lawsuit that claimed it failed to
detect fraud connected to the $3.65 billion Minneapolis-based
Ponzi scheme of Tom Petters.

The Business Journal recalls that Kaufman was sued last year by
two West Palm Beach hedge funds that lost money in the Petters
fraud, Palm Beach Finance Partners I and Palm Beach Finance
Partners II.

Kaufman Rossin audited the two hedge funds.

According to the Business Journal, the settlement, which is based
on Kaufman's insurance coverage, amounts to about $9.6 million,
said a spokesman for Michael Budwick, bankruptcy attorney for the
Palm Beach funds.  The settlement also includes a bar order that
would prevent the debtors or creditors in the bankruptcy from
making similar claims.

The report notes that a signed agreement describing the settlement
was filed with the U.S. Bankruptcy Court in Palm Beach County on
Monday, as part of a lawsuit in the bankruptcy of the Palm Beach
funds, which was dismissed. Neither party has admitted fault.

                About Petters Group Worldwide LLC

Based in Minnetonka, Minnesota, Petters Group Worldwide LLC is
named for founder and chairman Tom Petters.  The group is a
collection of some 20 companies, most of which make and market
consumer products.  It also works with existing brands through
licensing agreements to further extend those brands into new
product lines and markets.  Holdings include Fingerhut (consumer
products via its catalog and Web site), SoniqCast (maker of
portable, WiFi MP3 devices), leading instant film and camera
company Polaroid (purchased for $426 million in 2005), Sun Country
Airlines (acquired in 2006), and Enable Holdings (online
marketplace and auction for consumers and manufacturers' overstock
inventory).  Petters formed the company in 1988.

Petters Company, Inc., is the financing and capital-raising unit
of Petters Group Worldwide, LLC.  Petters Company, Inc., Petters
Group Worldwide, LLC, and eight other affiliates filed separate
petitions for Chapter 11 protection (Bankr. D. Minn. Case No.
08-45257) on October 11, 2008.  James A. Lodoen, Esq., at
Lindquist & Vennum P.L.L.P., serves as the Debtors' counsel.
In its petition, Petters Company, Inc., listed debts of between
$500 million and $1 billion, while its parent, Petters Group
Worldwide, LLC, listed debts of not more than $50,000.

As reported in the Troubled Company Reporter on October 7, 2008,
Petters Aviation, LLC, and affiliates MN Airlines, LLC, doing
business as Sun Country Airlines, Inc., and MN Airline Holdings,
Inc., filed separate petitions for Chapter 11 bankruptcy
protection (Bankr. D. Minn. Case Nos. 08-45136, 08-35197 and
08-35198) on October 6, 2008 .  Petters Aviation, LLC is a
wholly owned unit of Thomas Petters Inc. and owner of
MN Airline Holdings, Inc., Sun Country's parent company.

                      About Palm Beach Funds

Palm Beach Gardens, Florida-based Palm Beach Finance II, L.P.,
filed for Chapter 11 bankruptcy protection on November 30, 2009
(Bankr. S.D. Fla. Case No. 09-36396).  The Debtor's affiliate,
Palm Beach Finance Partners, L.P., also filed for bankruptcy.
Paul A. Avron, Esq., and Paul Steven Singerman, Esq., who have
offices in Miami, Florida, assist the Debtors in their
restructuring efforts.  Palm Beach Finance II listed $500,000,001
to $1,000,000,000 in assets and $500,000,001 to $1,000,000,000 in
liabilities.


PARSONS FAMILY: Case Summary & 4 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Parsons Family Ventures, L.P.
        8551 Wurzbach Road
        San Antonio, TX 78240

Bankruptcy Case No.: 10-52746

Chapter 11 Petition Date: July 21, 2010

Court: United States Bankruptcy Court
       Western District of Texas (San Antonio)

Judge: Ronald B. King

Debtor's Counsel: Keith M. Baker, Esq.
                  1313 NE Loop 410, Suite 100
                  San Antonio, TX 78209
                  Tel: (210) 822-1714
                  Fax: (210) 822-1778
                  E-mail: kmblaw@sbcglobal.net

Scheduled Assets: $526,288

Scheduled Debts: $1,004,188

A list of the Company's 4 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/txwb10-52746.pdf

The petition was signed by William G. Parsons, general partner.


PETTERS GROUP: Kaufman Firm Settles Malpractice Suit
----------------------------------------------------
Paul Brinkmann at South Florida Business Journal reports that
Miami-based accounting firm Kaufman Rossin & Co. has reached a
settlement in a malpractice lawsuit that claimed it failed to
detect fraud connected to the $3.65 billion Minneapolis-based
Ponzi scheme of Tom Petters.

The Business Journal recalls that Kaufman was sued last year by
two West Palm Beach hedge funds that lost money in the Petters
fraud, Palm Beach Finance Partners I and Palm Beach Finance
Partners II.

Kaufman Rossin audited the two hedge funds.

According to the Business Journal, the settlement, which is based
on Kaufman's insurance coverage, amounts to about $9.6 million,
said a spokesman for Michael Budwick, bankruptcy attorney for the
Palm Beach funds.  The settlement also includes a bar order that
would prevent the debtors or creditors in the bankruptcy from
making similar claims.

The report notes that a signed agreement describing the settlement
was filed with the U.S. Bankruptcy Court in Palm Beach County on
Monday, as part of a lawsuit in the bankruptcy of the Palm Beach
funds, which was dismissed. Neither party has admitted fault.

                About Petters Group Worldwide LLC

Based in Minnetonka, Minnesota, Petters Group Worldwide LLC is
named for founder and chairman Tom Petters.  The group is a
collection of some 20 companies, most of which make and market
consumer products.  It also works with existing brands through
licensing agreements to further extend those brands into new
product lines and markets.  Holdings include Fingerhut (consumer
products via its catalog and Web site), SoniqCast (maker of
portable, WiFi MP3 devices), leading instant film and camera
company Polaroid (purchased for $426 million in 2005), Sun Country
Airlines (acquired in 2006), and Enable Holdings (online
marketplace and auction for consumers and manufacturers' overstock
inventory).  Petters formed the company in 1988.

Petters Company, Inc., is the financing and capital-raising unit
of Petters Group Worldwide, LLC.  Petters Company, Inc., Petters
Group Worldwide, LLC, and eight other affiliates filed separate
petitions for Chapter 11 protection (Bankr. D. Minn. Case No.
08-45257) on October 11, 2008.  James A. Lodoen, Esq., at
Lindquist & Vennum P.L.L.P., serves as the Debtors' counsel.
In its petition, Petters Company, Inc., listed debts of between
$500 million and $1 billion, while its parent, Petters Group
Worldwide, LLC, listed debts of not more than $50,000.

As reported in the Troubled Company Reporter on October 7, 2008,
Petters Aviation, LLC, and affiliates MN Airlines, LLC, doing
business as Sun Country Airlines, Inc., and MN Airline Holdings,
Inc., filed separate petitions for Chapter 11 bankruptcy
protection (Bankr. D. Minn. Case Nos. 08-45136, 08-35197 and
08-35198) on October 6, 2008 .  Petters Aviation, LLC is a
wholly owned unit of Thomas Petters Inc. and owner of
MN Airline Holdings, Inc., Sun Country's parent company.

                      About Palm Beach Funds

Palm Beach Gardens, Florida-based Palm Beach Finance II, L.P.,
filed for Chapter 11 bankruptcy protection on November 30, 2009
(Bankr. S.D. Fla. Case No. 09-36396).  The Debtor's affiliate,
Palm Beach Finance Partners, L.P., also filed for bankruptcy.
Paul A. Avron, Esq., and Paul Steven Singerman, Esq., who have
offices in Miami, Florida, assist the Debtors in their
restructuring efforts.  Palm Beach Finance II listed $500,000,001
to $1,000,000,000 in assets and $500,000,001 to $1,000,000,000 in
liabilities.


PINE MOUNTAIN: Taps Jenkins & Jenkins Bankruptcy Counsel
--------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Tennessee
authorized Pine Mountain Properties, LLC, to employ Michael H.
Fitzpatrick and the firm of Jenkins & Jenkins Attorneys, PLLC, as
counsel.

The firm will represent the Debtor in the Chapter 11 proceedings.

The Debtor related that it does not have sufficient cash to pay a
retainer.  The counsel will not seek retention without a retainer.
Each of Michael L. Ross, a member of the Debtor and its managing
member, and Ted Doukas, unrelated to the Debtor, are willing to
supply $10,000 of the required $20,000 retainer.  The retainer
will not allow Mr. Ross or Mr. Doukas a claim against the estate
or any greater rights than Mr. Ross now holds as a member and the
managing member.

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

The firm can be reached at:

     Michael H. Fitzpatrick, Esq.
     Jenkins & Jenkins Attorneys, PLLC
     2121 First Tennessee Plaza
     Knoxville, TN 37929-2121
     Tel: 865-524-1873 ext. 222
     E-mail: mhf@j-jlaw.com

                   About Pine Mountain Properties

Maryville, Tennessee-based Pine Mountain Properties, LLC, dba Pine
Mountain Properties, filed for Chapter 11 bankruptcy protection on
April 14, 2010 (Bankr. E.D. Tenn. Case No. 10-31898).  Steven G.
Shope, Esq., who has an office in Knoxville, Tennessee, assists
the Company in its restructuring effort.  The Company estimated
its assets and debts at $10,000,001 to $50,000,000.


PRODUCTION RESOURCE: Moody's Affirms 'B2' Corp. Family Rating
-------------------------------------------------------------
Moody's Investors Service affirmed Production Resource Group,
L.L.C.'s B2 Corporate Family Rating, Probability of Default
Rating, and senior secured credit facility rating.  Concurrently,
the outlook was changed to stable from negative.

As a result of the December 2009 equity-funded acquisition of
Procon MultiMedia AG, PRG's pro forma financial leverage and
interest coverage metrics have improved materially.  Procon added
roughly $20 million in EBITDA to PRG's business without any
incremental debt on a net basis.  Although PRG assumed about
$35 million of Procon's capital leases, a portion of the financial
sponsor's cash injection was used to repay the outstanding balance
on PRG's existing revolver.  As such, PRG had almost full
availability on the $70 million revolver at year-end.  The
company's liquidity profile has been further enhanced by an
amendment to its maximum leverage covenant, which had previously
been of concern.

The B2 CFR and stable outlook reflect Moody's expectations that
PRG will maintain financial leverage below 4.5 times over the
intermediate term while maintaining an adequate liquidity profile.
Although the legacy PRG operations did not meet revenue and
profitability expectations in the past two years, The Jordan
Company (The Resolute Fund II) and PRG management have contributed
new equity to the capital structure on several occasions to either
reduce debt or finance acquisitions.  The ratings continue to be
constrained by the vulnerability of revenues to macroeconomic and
competitive pressures, high capital spending needs, acquisition
and integration risks, and Moody's expectation that cash flow
generation will be minimal over the near term after consideration
of required capital lease and debt amortization payments.

Moody's affirmed these ratings and adjusted LGD point estimates,
as noted:

* Corporate Family Rating -- B2

* Probability of Default Rating -- B2

* $70 million senior secured revolving credit facility due 8/2013
  -- B2 (to LGD3, 44% from LGD3, 48%)

* $301 (previously $325) million senior secured term loan due
  8/2014 - B2 (to LGD3, 44% from LGD3, 48%)

The most recent rating action on PRG occurred on December 19,
2008, when Moody's lowered the CFR to B2 from B1 and changed the
outlook to negative from stable.

Production Resource Group is a leading provider of entertainment
technology solutions such as lighting, audio, video, scenery,
rigging, and automation systems.  The company primarily serves the
theatrical, concert touring, television and film and corporate
events markets.  On a pro forma basis, PRG reported revenues of
approximately $400 million in 2009.


QUANTUM CORP: Inks Termination & Release Deal with Ex. VP Lopatin
-----------------------------------------------------------------
Quantum Corporation entered into a termination and release
agreement with Gerald G. Lopatin, Executive Vice President,
Engineering, effective July 27, 2010, in connection with the
elimination of his position as part of an organizational change.

The engineering group, including the senior vice presidents for
Platform and Software Engineering, will now report to the
Company's Chief Operating Officer.  Pursuant to the terms of the
agreement, Mr. Lopatin will receive severance benefits, including
a severance payment of $167 thousand.

A full-text copy of the termination and release agreement is
available for free at http://ResearchArchives.com/t/s?6719

                        About Quantum Corp.

Based in San Jose, California, Quantum Corp. (NYSE:QTM) --
http://www.quantum.com/-- is a storage company specializing in
backup, recovery and archive.  Quantum provides a comprehensive,
integrated range of disk, tape, and software solutions supported
by a world-class sales and service organization.

As of March 31, 2010, Quantum had $504.1 million in total assets,
$242.6 million in total current liabilities, and $352.7 million in
total long-term liabilities, for stockholders' deficit of
$91.2 million.


RIVER ROAD: Secured Lender Opposes Sale, Has Rival Plan
-------------------------------------------------------
Bill Rochelle at Bloomberg News reports that River Road Hotel
Partners LLC will appear before the Bankruptcy Court on Aug. 23 to
seek approval of bidding procedures for its InterContinental
Chicago O'Hare hotel.  River Road is seeking to set up an auction
where the first bid of $42 million would come from an affiliate of
Och-Ziff Real Estate Acquisitions LP.  The sale would be part of a
Chapter 11 plan where more than $2 million of cash on hand would
be used to pay expenses of the Chapter 11 case.

The report says Longview Ultra Construction Loan Investment Fund,
the secured construction lender owed $161 million, is opposing the
sale process and believes the plan can't be confirmed.  Longview
filed a motion last week asking the bankruptcy court to allow it
to file a competing plan.  The motion is also on the calendar for
Aug. 23.

                 About River Road Hotel and RadLAX

River Road Hotel Partners LLC is the owner of the InterContinental
Chicago O'Hare airport hotel.  Affiliate RadLAX Gateway Hotel LLC
owns the Radisson hotel at Los Angeles International Airport.
Both are ultimately controlled owned by Harp Group.

River Road and RadLAX filed Chapter 11 in Chicago in August 2009
(Bankr. N.D. Ill. Case No. 09-30029).  Based in Oak Brook,
Illinois, River Road listed assets of as much as $100 million and
debt of as much as $500 million.


SCHOONOVER ELECTRIC: Organizational Meeting Set for Aug. 6
----------------------------------------------------------
Roberta A. DeAngelis, Acting United States Trustee for Region 3,
will hold an organizational meeting on August 6, 2010, at
10:00 a.m. in the bankruptcy case of Schoonover Electric Company,
Inc.  The meeting will be held at United States Trustee's Office,
One Newark Center, 21st Floor, Room 2106, Newark, NJ 07102.

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' cases.

The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code.  A representative
of the Debtor, however, may attend the Organizational Meeting, and
provide background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable.  The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.
Section 1103 of the Bankruptcy Code provides that the Committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization.  The Committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.

Mountainside, New Jersey-based Schoonover Electric Company, Inc.,
filed for Chapter 11 bankruptcy protection on July 9, 2010 (Bankr.
D.N.J. Case No. 10-31136).  Leonard C. Walczyk, Esq., at
Wasserman, Jurista & Stolz, assists the Company in its
restructuring effort.  The Company listed $1,434,779 in assets and
$1,417,146 in liabilities.


SHREWSBURY STREET: Case Summary & Largest Unsecured Creditor
------------------------------------------------------------
Debtor: Shrewsbury Street Development Companies, Inc.
          aka SSDC, Inc.
        49 Olde Colony Drive
        Shrewsbury, MA 01545
        Tel: (508) 776-7219

Bankruptcy Case No.: 10-43652

Chapter 11 Petition Date: July 21, 2010

Court: United States Bankruptcy Court
       District of Massachusetts (Worcester)

Judge: Melvin S. Hoffman

Debtor's Counsel: Pro Se

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

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

The petition was signed by Nicolas J. Fiorillo, president and
director.

The Company's list of unsecured creditors filed together with its
petition contains only one entry:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
City of Worcester                  taxes, water/sewer       $7,500


SMITHFIELD FOODS: Fitch Says Liquidity Healthy, Debt Balanced
-------------------------------------------------------------
In a special report issued, Fitch Ratings examines liquidity, debt
structures and covenants for a subset of speculative grade food,
beverage and restaurant companies.  Fitch says liquidity is
healthy, debt structures are fairly balanced between secured and
unsecured obligations, and covenant restrictions provide adequate
to good protection for bondholders.

Issuers reviewed and their IDRs include Tyson Foods, Inc. ('BB';
Outlook Stable); Smithfield Foods, Inc. ('B-'; Outlook Stable);
Dole Food Co. ('B'; Outlook Stable); Del Monte Foods Co. ('BB+';
Outlook Positive); ARAMARK Corporation (ARAMARK; 'B'; Outlook
Stable); Burger King Corporation ('BB'; Outlook Stable);
Constellation Brands, Inc. ('BB'; Outlook Stable); and Dean Foods
Co. (Not Rated).  In aggregate, these firms have nearly
$24 billion of debt.

'Credit implications for these high yield food, beverage and
restaurant companies are stable to positive, said Carla Norfleet
Taylor, Director at Fitch.  Del Monte's ratings have a Positive
Outlook, after being upgraded in May, while continued debt
reduction concurrent with strong operating performance by Tyson
could result in positive rating actions.'

Liquidity and latest 12-month free cash flow for the firms in
Fitch's universe currently averages approximately $800 million and
more than $290 million, respectively.  Roughly 57% of the
$24 billion in debt of these companies is secured while 43% is
unsecured.  Fitch views Dole's covenants as being most restrictive
but believes Smithfield provides the most protection in a
leveraged buyout because of change of control put options in all
of its bonds.

'Default risk for even the lowest rated companies, such as
Smithfield and Dole, is no longer an immediate concern due to
recent refinancing activity and improved operating results,' said
Wesley E.  Moultrie, Senior Director at Fitch.


STATION CASINOS: Court OKs Additional Work for Ernst & Young
------------------------------------------------------------
The U.S. Bankruptcy Court authorized Station Casinos Inc. to
expand the scope of employment of Ernst & Young LLP to include
additional interim financial statement quarterly review for the
year 2010, additional 401(k) retirement plan audit services for
the year 2009, and additional bankruptcy tax advisory services.

The Debtors have previously obtained authority to employ E&Y LLP
as their independent auditor and tax advisor, pursuant to the
terms and conditions set forth in these agreements comprising the
Engagement Letters:

  (a) the agreement for benefit plan audit services;

  (b) the agreement for consolidated financial statement and
      internal controls audit services;

  (c) the agreement for quarterly review services -- the Audit
      Engagement Letters -- and

  (d) the master tax services agreement and these incorporated
      statements of work:

      * the statement of work for 1120 review services,
      * the statement of work for IRS audit assistance, and
      * the statement of work for routine on call tax advice.

                    About Station Casinos

Station Casinos, Inc., is a gaming and entertainment company that
currently owns and operates nine major hotel/casino properties
(one of which is 50% owned) and eight smaller casino properties
(three of which are 50% owned), in the Las Vegas metropolitan
area, as well as manages a casino for a Native American tribe.

The Company owns and operates Red Rock Casino Resort Spa, Palace
Station Hotel & Casino, Boulder Station Hotel & Casino, Santa Fe
Station Hotel & Casino, Wildfire Rancho and Wild Wild West
Gambling Hall & Hotel in Las Vegas, Nevada, Texas Station Gambling
Hall & Hotel and Fiesta Rancho Casino Hotel in North Las Vegas,
Nevada, and Sunset Station Hotel & Casino, Fiesta Henderson Casino
Hotel, Wildfire Boulder, Gold Rush Casino and Lake Mead Casino in
Henderson, Nevada.  Station also owns a 50% interest in Green
Valley Ranch Station Casino, Aliante Station Casino and Hotel,
Barley's Casino & Brewing Company, The Greens and Wildfire Lanes
in Henderson, Nevada and a 6.7% interest in the joint venture that
owns the Palms Casino Resort in Las Vegas, Nevada.  In addition,
the Company manages Thunder Valley Casino near Sacramento,
California on behalf of the United Auburn Indian Community.

Station Casinos Inc., together with its affiliates, filed for
Chapter 11 on July 28, 2009 (Bankr. D. Nev. Case No. 09-52477).
Station Casinos has hired Milbank, Tweed, Hadley & McCloy LLP as
legal counsel in the Chapter 11 case; Brownstein Hyatt Farber
Schreck, LLP, as regulatory counsel; and Lewis and Roca LLP as
local counsel.  The Debtor is also hiring Lazard Freres & Co. LLC
as investment banker and financial advisor.  Kurtzman Carson
Consultants LLC is the claims and noticing agent.

In its bankruptcy petition, Station Casinos said that it had
assets of $5,725,001,325 against debts of $6,482,637,653 as of
June 30, 2009.  About 4,378,929,997 of its liabilities constitute
unsecured or subordinated debt securities.

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


TRIBUNE CO: Parts of Examiner Report Sealed
-------------------------------------------
Bill Rochelle at Bloomberg News reports that Kenneth N. Klee, the
examiner for Tribune Co., is filing his report on the
$13.8 billion leveraged buyout in 2007 by Sam Zell with parts of
the report not to be made public initially.  Mr. Klee explained
that some of the information in the report were subject to
confidentiality agreements.  At a hearing on August 9 though, Mr.
Klee will ask the judge to make public disclosure of his report,
except parts the judge believes are entitled to remain secret.

Mr. Klee, according to Bloomberg, is also asking the bankruptcy
judge to discharge him and prevent third parties from giving him
subpoenas to produce documents.

Bankruptcy Law360 reports that counsel for The Tribune Co. on
Monday sought the bankruptcy court's permission to access in full
the redacted report from the examiner.

                         About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on Dec. 8, 2008 (Bankr. D. Del. Lead Case No.
08-13141).  The Debtors proposed Sidley Austin LLP as their
counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware
counsel; Lazard Ltd. and Alvarez & Marsal North America LLC as
financial advisors; and Epiq Bankruptcy Solutions LLC as claims
agent.  As of Dec. 8, 2008, the Debtors have $7,604,195,000 in
total assets and $12,972,541,148 in total debts.

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


TRIGEM COMPUTER: Bondholders Prevail in Earmarking Dispute
----------------------------------------------------------
Pursuant to the earmarking doctrine, WestLaw reports, funds that
were transferred to a Chapter 11 corporate debtor by and through
arrangements made by the debtor's foreign parent for the specific
purpose of making a payment to the parent's bondholders were not
property of the debtor, as required for the trustee to avoid the
debtor's subsequent transfer of the funds to the bondholders as a
fraudulent transfer.  It did not matter that there was no written
agreement between the debtor and its parent as to how the funds
were to be used, given the parties' common understanding that the
debtor was to use the funds to make payment to bondholders.
Moreover, the fact that the transactions were designated by the
debtor and parent in their accounting records as pay-downs by the
parent on an intercompany receivable did not make the earmarked
amounts the debtor's funds.  The debtor owed a significantly
greater amount to its parent and thus was the net inter-company
debtor, such that the transfer would not have occurred absent the
parent's use of the debtor as a conduit to accomplish the
subsequent transfer to the bondholders.  In re Trigem America
Corp., --- B.R. ----, 2010 WL 2787855 (Bankr. C.D. Cal.) (Albert,
J.).

Keith F. Cooper, the Chapter 11 trustee for Trigem America
Corporation, sued (Bankr. C.D. Calif. Adv. Pro. No. 07-AP-01140)
six holders of zero-coupon convertible bonds issued by the debtor-
subsidiary's foreign corporate parent, TriGem Computer, Inc. (a
Korean computer manufacturer and publicly traded company on the
Korean Stock Exchange), in seeking to avoid allegedly fraudulent
prepetition transfer.  The parties cross-moved for summary
judgment, and Judge Albert granted and denied parts of those
motions.

After reviewing all of the declarations, deposition transcripts
and uncontradicted evidence presented in this matter, Judge Adler
concludes that no triable issue of material fact remains.  With
respect to all but $250,000 of the challenged transfer, Judge
Adler says, the trustee fails to prove that property of the debtor
was involved.  Instead, it appears to the Court that the bulk of
the challenged transfer was actually TGI's money and TGA acted
merely as a conduit.  Viewed from the perspective of TGA's
creditors, the creditors had no reasonable expectation of ever
seeing any of that money absent the challenged transfer and so it
is not equitable that they should recover it now through a
fraudulent transfer action.  The Court is persuaded that
earmarking has a role to play in fraudulent transfers as well as
preference actions, even in the Ninth Circuit.  Concerning the
$250,000 however, this was clearly TGA's money and the challenged
transfers were clearly made while the debtor was insolvent.  No
reasonably equivalent consideration was received in return for the
challenged transfer when viewed from the perspective of debtor's
creditors.

Christopher T. Williams, Esq., Douglas C. Emhoff, Esq., and
Jennifer Levin, Esq., at Venable LLP in Los Angeles, represent the
Chapter 11 Trustee.   The Bondholders are represented by Aluyah I.
Imoisili, Esq., Delilah Vinzon, Esq., Fred Neufeld, Esq., and
Jerry L. Marks, Esq., at Milbank Tweed Hadley & McCloy LLP in Los
Angeles.

Headquartered in Ansan City, Kyunggi-Do, Korea, TriGem Computer
Inc. -- http://www.trigem.com/-- manufactures desktop PCs,
notebook PCs, LCD monitors, printers, scanners, other computer
peripherals, and PIDs and supplies over four million PCs a year
to clients all over the world.  Il-Hwan Park, the Foreign
Representative, filed a chapter 15 petition on Nov. 3, 2005
(Bankr. C.D. Calif. Case No. 05-50052).  Charles D. Axelrod,
Esq., at Stutman Treister & Glatt, P.C., represents the Foreign
Representative in the United States.

TriGem America Corporation, a U.S. subsidiary-affiliate, sought
chapter 11 protection on June 3, 2005 (Bankr. C.D. Calif.
Case No. 05-13972).  TriGem Texas, Inc., another U.S. affiliate,
sought chapter 11 protection on June 8, 2005 (Bankr. C.D. Calif.
Case No. 05-14047).

On Sept. 13, 2007, TriGem filed Draft Plan Amendments in Korea and
on Sept. 20, 2007, filed a Final Plan Amendment.  The Korean Court
confirmed TriGem's Amended Plan on Oct. 4, 2007.


TYSON FOODS: Fitch Says Liquidity Healthy, Debt Balanced
--------------------------------------------------------
In a special report issued, Fitch Ratings examines liquidity, debt
structures and covenants for a subset of speculative grade food,
beverage and restaurant companies.  Fitch says liquidity is
healthy, debt structures are fairly balanced between secured and
unsecured obligations, and covenant restrictions provide adequate
to good protection for bondholders.

Issuers reviewed and their IDRs include Tyson Foods, Inc. ('BB';
Outlook Stable); Smithfield Foods, Inc. ('B-'; Outlook Stable);
Dole Food Co. ('B'; Outlook Stable); Del Monte Foods Co. ('BB+';
Outlook Positive); ARAMARK Corporation (ARAMARK; 'B'; Outlook
Stable); Burger King Corporation ('BB'; Outlook Stable);
Constellation Brands, Inc. ('BB'; Outlook Stable); and Dean Foods
Co. (Not Rated).  In aggregate, these firms have nearly
$24 billion of debt.

'Credit implications for these high yield food, beverage and
restaurant companies are stable to positive, said Carla Norfleet
Taylor, Director at Fitch.  Del Monte's ratings have a Positive
Outlook, after being upgraded in May, while continued debt
reduction concurrent with strong operating performance by Tyson
could result in positive rating actions.'

Liquidity and latest 12-month free cash flow for the firms in
Fitch's universe currently averages approximately $800 million and
more than $290 million, respectively.  Roughly 57% of the
$24 billion in debt of these companies is secured while 43% is
unsecured.  Fitch views Dole's covenants as being most restrictive
but believes Smithfield provides the most protection in a
leveraged buyout because of change of control put options in all
of its bonds.

'Default risk for even the lowest rated companies, such as
Smithfield and Dole, is no longer an immediate concern due to
recent refinancing activity and improved operating results,' said
Wesley E.  Moultrie, Senior Director at Fitch.


UAL CORP: EU Antitrust Commission Approves Continental Merger
-------------------------------------------------------------
The Wall Street Journal's Susan Carey reports that the proposed
merger of United Airlines parent UAL Corp. and Continental
Airlines Inc. drew two steps closer Tuesday after European
Commission antitrust regulators approved the plan and the carriers
announced their combined top management team.

According to the Journal, the $3 billion stock-swap deal received
unconditional clearance from the European Union's executive arm
after a five-week investigation found the transaction wouldn't
raise any specific antitrust concerns regarding European or trans-
Atlantic routes.

The two airlines hope to close the merger late this year.  They
are awaiting the U.S. Justice Department to complete its scrutiny
of the plan.

United said last week they are working to fulfill the Justice
Department's second request for information about the proposed
deal, and have agreed to give the government more than the
statutory 30 days to render a decision after all the information
is provided.

According to the Journal, four executives from each carrier were
named to the combined top management team that will report to Jeff
Smisek, who will become president and chief executive officer of
the merged carrier.  Glenn Tilton, UAL's chairman and CEO, will
become nonexecutive chairman of the merged carrier for two years.
The new company will be called United and be based in UAL's
current home of Chicago.

According to the report, the new management team will consist of:

     -- UAL's chief administrative officer, Pete McDonald, who
        will become chief operating officer of the combined
        airline. Mr. McDonald, age 59, joined United in 1969.

     -- UAL's Keith Halbert, 50, who will become chief information
        officer.  Mr. Halbert joined United in 2008;

     -- UAL's Tom Sabatino, 51, who will become general counsel;
        Mr. Sabatino joined United in 2010;

     -- UAL's Jeff Foland, 39, who will run the combined
        frequent-flier program.  Mr. Foland joined United in 2005;

     -- Continental's Zane Rowe, 39, will continue to be chief
        financial officer;

     -- Continental's Mike Bonds, 48, will continue to oversee
        human resources and labor relations;

     -- Continental's Jim Compton, 54, will continue to serve as
        executive vice president and chief marketing officer; and

     -- Continental's Nene Foxhall, 58, will continue to serve as
        senior vice president of communications and government
        affairs.

According to the report, United on Tuesday announced the
departures -- when the merger closes -- of four senior executives
who currently report directly to Mr. Tilton. John Tague, who
joined the company in 2003 and currently is president of the
United Airlines unit, will leave, along with Kathryn Mikells, the
finance chief, who came to United in 1994. Also leaving are Graham
Atkinson, president of United's Mileage Plus loyalty program and a
19-year veteran, and Rosemary Moore, senior vice president of
corporate and government affairs, who joined United in 2002.

                  About Continental Airlines

Houston, Texas-based Continental Airlines (NYSE: CAL) --
http://www.continental.com/-- is the world's fifth largest
airline.  Continental, together with Continental Express and
Continental Connection, has more than 2,700 daily departures
throughout the Americas, Europe and Asia, serving 132 domestic and
137 international destinations.  Continental is a member of Star
Alliance, which overall offers more than 21,050 daily flights to
1,167 airports in 181 countries through its 27 member airlines.
With more than 40,000 employees, Continental has hubs serving New
York, Houston, Cleveland and Guam, and together with its regional
partners, carries approximately 63 million passengers per year.

At June 30, 2010, Continental had total assets of $13.599 billion
against total current liabilities of $5.432 billion; long-term
debt and capital leases of $4.912 billion; deferred income taxes
of $221 million; accrued pension liability of $1.232 billion;
accrued retiree medical benefits of $223 million; and other non-
current liabilities of $855 million; resulting in $724 million in
stockholders' equity.

                         *     *     *

As reported by the Troubled Company Reporter on May 5, 2010, Fitch
Ratings has affirmed the Issuer Default Rating for Continental
Airlines, Inc., at 'B-' and the senior unsecured rating at
'CC/RR6' following the announcement of the planned merger between
CAL and UAL Corp.  The Rating Outlook for CAL is Stable.

The TCR on May 5, 2010, also said Standard & Poor's Ratings
Services placed its 'B' corporate credit rating on Continental
Airlines, and S&P's ratings on its secured and unsecured debt, on
CreditWatch with negative implications.  S&P also placed its
ratings on Continental's enhanced equipment trust certificates on
CreditWatch with developing implications.  Although S&P's recovery
ratings on selected Continental unsecured debt are unaffected by
the rating action, S&P will review them as well.

                    About UAL Corporation

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) --
http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest air
carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for Chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven
R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in
their restructuring efforts.  Fruman Jacobson, Esq., at
Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors.  Judge Eugene R. Wedoff
confirmed a reorganization plan for United on Jan. 20, 2006.  The
Company emerged from bankruptcy on Feb. 1, 2006.

Reorganized UAL Corp. carries a 'Caa1' probability of default
rating from Moody's, 'B-' long term foreign issuer credit rating
from Standard & Poor's, and 'CCC' long term issuer default rating
from Fitch.

At June 30, 2010, UAL had $20.134 billion in total assets against
total current liabilities of $8.573 billion, long-term debt of
$6.281 billion, long-term obligations under capital leases of
$1.01 billion, and other liabilities and deferred credits of
$7.022 billion, resulting in stockholders' deficit of $2.756
billion.


UAL CORP: May Face Fines Over Tarmac Delays
-------------------------------------------
United Air Lines, Inc., may be issued with fines of up to $27,500
per passenger based on new rules for planes that idle on an
airport's tarmac for more than three hours, Julie Johnsson of
Chicago Tribune relates.

The new rules, effective as of April 29, 2010, require airlines to
provide passengers on badly delayed flights with food, water and
clean lavatories, as well as the ability to get off a plane once
it has been stuck on the ground for three hours, Ms. Johnsson
explains.

Ms. Johnsson notes that United operated four out of five flights
in the U.S. during May that were delayed on the tarmac beyond the
new limit mandated by the U.S. Department of Transportation,
citing DOT's data.  According to the data, tarmac delays for the
four flights ranged from three hours and 10 minutes to four hours
and 41 minutes, Ms. Johnsson relates.

However, carriers will not be fined if planes were delayed for
safety and security reasons, or if they were ordered by air
traffic controllers not to return to an airport terminal, Ms.
Johnsson says.  DOT spokesperson Tammy Jones stated that
transportation officials will conduct an investigation to see if
United and Delta violated the new rules before issuing any fines,
Ms. Johnsson relates.

United spokesperson Jean Medina said all four United flights were
diverted to Colorado Springs, Colorado on May 26, 2010, where foul
weather caused additional delays, Chicago Tribune relates.  Ms.
Medina added that all customers were offered the opportunity to
exit the plane and were provided snacks and water as they waited
for the weather to improve, Chicago Tribune notes.

                    About UAL Corporation

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) --
http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest air
carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for Chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven
R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in
their restructuring efforts.  Fruman Jacobson, Esq., at
Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors.  Judge Eugene R. Wedoff
confirmed a reorganization plan for United on Jan. 20, 2006.  The
Company emerged from bankruptcy on Feb. 1, 2006.

Reorganized UAL Corp. carries a 'Caa1' probability of default
rating from Moody's, 'B-' long term foreign issuer credit rating
from Standard & Poor's, and 'CCC' long term issuer default rating
from Fitch.


UAL CORP: Seeks Confidential Treatment of Form 10-Q Exhibits
------------------------------------------------------------
UAL Corporation filed with the Securities and Exchange Commission
an application under Rule 24b-2 of the Securities Act, seeking to
exclude certain information from exhibits to its Form 10-Q dated
April 27, 2010, disclosing financial results for the quarter ended
March 31, 2010.

UAL asserted that the information to be excluded qualifies as
confidential commercial or financial information under the Freedom
of Information Act, Section 552(b)(4) of Title 5 of the U.S. Code.

Thus, Amanda Ravitz, branch chief - legal of the Division of
Corporation Finance, entered a confidential order dated July 13,
2010, determining not to publicly disclose the information.
Specifically, Ms. Ravitz ruled that excluded information from
Exhibits "10.01 to 10.40" of Form 10-Q will not be released to the
public through April 27, 2020.

                    About UAL Corporation

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) --
http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest air
carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for Chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven
R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in
their restructuring efforts.  Fruman Jacobson, Esq., at
Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors.  Judge Eugene R. Wedoff
confirmed a reorganization plan for United on Jan. 20, 2006.  The
Company emerged from bankruptcy on Feb. 1, 2006.

Reorganized UAL Corp. carries a 'Caa1' probability of default
rating from Moody's, 'B-' long term foreign issuer credit rating
from Standard & Poor's, and 'CCC' long term issuer default rating
from Fitch.


UAL CORP: Settles With Mesa on Illinois Proceeding
--------------------------------------------------
United Air Lines, Inc., filed claims against Mesa Air Group, Inc.,
in the United States District Court for the Northern District of
Illinois in the complaint captioned "United Air Lines, Inc. v.
Mesa Air Group, Inc.," Case No. 1:09-CV-07352, seeking declaratory
relief or, in the alternative, contract reformation.

Mesa and United desire to compromise and settle only the claims
between the parties in the Federal Court Proceeding.

Mesa, hence, asks the United States Bankruptcy Court of the
Southern District of New York to approve its settlement with
United, the salient terms of which include:

  (a) Mesa waives and releases (1) any rights it had or has to
      deliver to United any Replacement RJ-70s that are not
      already in United Express service and (2) any claims for
      damages or other relief it has or may have had for related
      damages.  The waiver and release includes any rights to
      deliver or alleged damages relating to the Replacement
      RJ-70s referenced in certain letters from Mike Lotz to
      Cynthia C. Szadokierski, dated October 15 and November 3,
      2009.

  (b) The Settlement will have no effect on any claims between
      the parties other than those in the Federal Court
      Proceeding.

  (c) United agrees that the claims in the Federal Court
      Proceeding do not constitute a default under the Amended
      and Restated United Express Agreement, as amended, and the
      resolution in the Settlement cures any default that might
      have resulted from the actions that gave rise to the
      Proceeding.

      The claims in the Federal Court Proceeding that are
      resolved in the Settlement will have no effect on Mesa's
      right to assume the United Express Agreement pursuant to
      Section 365 of the Bankruptcy Code, in its Chapter 11
      cases pending in the U.S. Bankruptcy Court for the
      Southern District of New York.

  (d) The parties agree to execute and file with the District
      Court a stipulation to dismiss with prejudice the Federal
      Court Proceeding.

                     About Mesa Air Group

Mesa currently operates 130 aircraft with approximately 700 daily
system departures to 127 cities, 41 states, Canada, and Mexico.
Mesa operates as Delta Connection, US Airways Express and United
Express under contractual agreements with Delta Air Lines, US
Airways and United Airlines, respectively, and independently as
Mesa Airlines and go! Mokulele.  This operation links Honolulu to
the neighbor island airports of Hilo, Kahului, Kona and Lihue. The
Company, founded by Larry and Janie Risley in New Mexico in 1982,
has approximately 3,500 employees.

Mesa Air Group Inc. and its units filed their Chapter 11 petitions
Jan. 5 in New York (Bankr. S.D.N.Y. Case No. 10-10018), listing
assets of $976 million against debt totaling $869 million as of
Sept. 30, 2009.

Richard M. Pachulski, Esq., and Laura Davis Jones, Esq., at
Pachulski Stang Ziehl & Jones LLP, serve as local counsel.
Imperial Capital LLC is the investment banker.  Epiq Bankruptcy
Solutions is claims and notice agent.

                    About UAL Corporation

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) --
http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest air
carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for Chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven
R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in
their restructuring efforts.  Fruman Jacobson, Esq., at
Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors.  Judge Eugene R. Wedoff
confirmed a reorganization plan for United on Jan. 20, 2006.  The
Company emerged from bankruptcy on Feb. 1, 2006.

Reorganized UAL Corp. carries a 'Caa1' probability of default
rating from Moody's, 'B-' long term foreign issuer credit rating
from Standard & Poor's, and 'CCC' long term issuer default rating
from Fitch.


UNIGENE LABORATORIES: Continues Two-Year Phase III Study 2302
-------------------------------------------------------------
Unigene Laboratories Inc. said that Novartis and its license
partner Nordic Bioscience have decided to continue the companies'
two-year, Phase III Study 2302 assessing safety and efficacy of
oral calcitonin in patients with osteoarthritis of the knee.
Novartis has a worldwide license to produce recombinant calcitonin
under Unigene's patented SecraPep E. coli manufacturing
technology.

An independent Data Monitoring Committee reviewed and conducted a
"futility" analysis of one-year data for all patients enrolled in
Study 2302, including both an assessment of safety and efficacy
parameters.  The DMC concluded there is no reason to stop the
study because of safety findings.  In addition, the DMC concluded
there is no reason to continue the study because of efficacy
findings; however, the DMC also determined the final decision
whether to continue Study 2302 rests with the study Sponsor.
Accordingly, the relevant Health Authorities and Ethics Committees
will be informed by the Sponsor about the DMC recommendation and
about the decision to continue the study.

Conclusions after these kinds of interim analysis are usually
based on whether or not the DMC has seen either major safety
concerns, or a significant imbalance in adverse events, or an
unsatisfactory efficacy outcome.

Based on a similar one-year futility analysis, the DMC recommended
in December 2009 that Novartis and Nordic Bioscience continue a
parallel two-year, Phase III Study 2301 in patients with
osteoarthritis of the knee.  At that time, the DMC also
recommended continuation of a two-year, Phase III Study 2303 of
oral calcitonin in patients with osteoporosis.

It is currently intended by the Sponsor that the entire clinical
program of oral calcitonin in osteoarthritis and osteoporosis will
continue, and Novartis and Nordic Bioscience will closely work
together to assess next steps once the final data of Study 2301
are available, currently expected to be in 4Q 2010.

Unigene President and CEO Ashleigh Palmer commented, "We believe
our manufacturing license agreement with Novartis provides strong
validation of Unigene's leading position in peptide manufacturing.
We look forward to hearing of next steps in the program."

                           About Unigene

Unigene Laboratories, Inc. OTCBB: UGNE) -- http://www.unigene.com/
-- is a biopharmaceutical company focusing on the oral and nasal
delivery of large-market peptide drugs.

                        Going Concern Doubt

Grant Thornton LLP of New York expressed substantial doubt against
Unigene Laboratories Inc.'s ability as a going concern.  The firm
noted that the Company has incurred a net loss of $13,400,000
during the year ended December 31, 2009 and has an accumulated
deficit of approximately $143,000,000 as of December 31, 2009.  As
of that date, the Company's current liabilities exceeded its
current assets by $1,251,000 and its total liabilities exceeded
total assets by $30,442,000.

The Company's balance sheet for December 31, 2009, showed
$23,954,941 and $54,396,602 total liabilities for a $30,441,661
total stockholders' deficit.


UNITED PENTECOSTAL: Case Summary & 2 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: United Pentecostal Church (Apostolic Faith), Inc.
          aka Faith Tabernacle/Untd Penteco
              Sunrise Community Charter School
        P.O. Box 5504
        Ft Lauderdale, FL 33310

Bankruptcy Case No.: 10-30872

Chapter 11 Petition Date: July 21, 2010

Court: U.S. Bankruptcy Court
       Southern District of Florida (Fort Lauderdale)

Judge: Raymond B. Ray

Debtor's Counsel: David Marshall Brown, Esq.
                  330 N Andrews Avenue, # 450
                  Ft Lauderdale, FL 33301
                  Tel: (954) 765-3166
                  Fax: (954) 765-3382
                  E-mail: david@brownvanhorn.com

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

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

According to the schedules, the Debtor says that assets total
$7,392,127 while debts total $4,964,041.

A copy of the Debtor's list of 2 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/flsb10-30872.pdf

The petition was signed by Rev G. Olliver Barnes, president.


US SECURITY: S&P Raises Corporate Credit Rating to 'B+'
-------------------------------------------------------
Standard & Poor's Ratings Services said it raised its corporate
credit rating on Roswell, Ga.-based U.S. Security Holdings to 'B+'
from 'B'.  The outlook is stable.

S&P also raised the issue ratings on the first-lien facilities to
'BB-' from 'B+'.  The recovery rating remains unchanged at '2',
indicating S&P's expectation of substantial (70% to 90%) recovery
in the event of a payment default or bankruptcy.  The first-lien
facilities consist of a $40 million revolver due May 2012, a
$135 million term loan B facility due May 2013, and a $30 million
delayed draw acquisition term loan due May 2013.  The delayed draw
period under the acquisition term loan has expired, with
approximately $18.4 million drawn.  No additional borrowings under
the acquisition term loan may occur.  S&P does not rate the
company's $65 million second-lien term loan due May 2014.

"The rating action reflects USS' improved performance, including a
resumption of organic revenue and profit growth, and commensurate
credit measure improvement," said Standard & Poor's credit analyst
Jerry Phelan.  "S&P also believe the company's exposure to health-
care reform has been extended to 2014, versus S&P's prior
expectations that these changes would impact USS in 2011."

The ratings on USS reflect the company's narrow business focus,
competitive operating environment, low barriers to entry, and
medium-term exposure to potential changes in the structure of
health care in the U.S. USS benefits from its stable free cash
flow, variable cost structure, good customer retention rate, and
limited cyclicality.

S&P believes the U.S. contract security officer industry is highly
fragmented and competitive, with low barriers to entry.
Consolidation in the industry has increased over the past few
years, with the top five companies now controlling almost 35% of
the approximately $22 billion outsourced security market.
Although the industry is not highly cyclical, relatively low
customer switching costs create constant pricing pressure.  In
addition, S&P believes organic industry growth was negative in
2009 primarily due to reduced demand for security services because
of service reductions or cancellations given weak economic
conditions.  However, year to date 2010 organic industry growth
has shown signs of recovery.

USS is the fourth-largest provider of contract security officer
services in the country, with annual run rate sales of about
$700 million.  USS' growth strategy has included revenue and
operating margin growth, primarily through well-controlled,
organic growth and moderate acquisition activity.  However,
Standard & Poor's Ratings Services believes USS faces long-term
challenges from larger and more diversified competitors such as
Securitas AB (BBB+/Stable/A-2), G4S PLC (BBB/stabe/A-2), and
Allied Security Holdings LLC (B/Stable/--).  Although USS'
customer retention rates have been high, S&P believes low customer
switching costs result in constant pricing pressure and the
possibility of future contract losses.  USS' 2009 organic sales
performance was about flat, which S&P attribute to weak economic
conditions, the company's proactive exit of a contract with a
large, struggling manufacturing company, and regional
concentration in hard hit areas such as California, Florida, and
South Carolina.  However, USS resumed organic growth in 2010 in
part due to a recently acquired contract that more than offset the
2009 contract exit.

The outlook is stable.  Although the company and industry are not
immune to the economic downturn as illustrated by weak demand in
2009, organic growth has turned positive year to date despite
persistent weak economic conditions.  S&P believes USS will be
able to sustain and further improve its recent reduction in
leverage, including debt to EBITDA between 3.0x to 3.5x in order
to maintain the existing ratings.  S&P still believes potential
changes to the U.S. health care system pose a significant risk to
the company, although the changes do not take effect until 2014
and currently cannot be quantified.  S&P could lower the rating if
changes to the U.S. health care system were to accelerate and the
negative impact is deemed significant, and/or if organic sales
declines occur due to weaker economic conditions or contract
losses, resulting in credit measure deterioration including
leverage increasing to the mid 4x area, or if covenant cushion
falls below 10%.  S&P estimates leverage could increase into the
mid 4x area if sales fall 5% and EBITDA margin contracts by about
150 basis points.  An upgrade over the near-term is unlikely given
pending changes to health care and uncertainty about the impact on
USS.


VIJAY TANEJA: Chapter 11 Trustee Initiates 45 Lawsuits
------------------------------------------------------
Wiley Rein LLP partner H. Jason Gold, the Chapter 11 bankruptcy
trustee appointed by the United States Bankruptcy Court for the
Eastern District of Virginia in the case of Vijay Taneja,
announced that he has filed 45 lawsuits seeking to recover almost
$614 million from companies and individuals that received money
transferred out of bank accounts controlled by Mr. Taneja prior to
Mr. Taneja's bankruptcy filing.  Many of the transfers took place
over a period of years.

The filings are the culmination of two years of investigation into
what is arguably the largest and most complex Ponzi Scheme seen in
the Washington, DC region over the past several decades.  Trustee
Gold is invoking provisions of the bankruptcy laws that permit
recovery of sums transferred to people and entities prior to the
bankruptcy filing, so that a fair distribution can be made to all
those who have been swindled by or who are otherwise legitimate
creditors of Mr. Taneja.  Mr. Taneja is currently serving a 7-year
prison sentence after pleading guilty to his fraudulent
activities.

"We're taking these steps so that we can recover as much money as
possible and return it to creditors," said Mr. Gold.  "Many of the
lawsuits are directed against financial institutions that
benefited from Mr. Taneja's activities, ultimately to the
detriment of many others."

Mr. Gold is the Chair of the Bankruptcy & Financial Restructuring
Practice of the Washington, DC-based law firm Wiley Rein LLP.  He
is represented in these lawsuits by his court-approved Special
Counsel, Whiteford Taylor & Preston, LLP and Campbell Flannery,
PC.


VUANCE LIMITED: Fahn Kanne Raises Going Concern Doubt
-----------------------------------------------------
Vuance Ltd. filed on July 23, 2010, its annual report on Form 20-F
for the fiscal year ended December 31, 2009.

Fahn Kanne & Co., in Tel Aviv, Israel, expressed substantial doubt
about the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has incurred
substantial losses and negative cash flows from operations since
its inception and, as of December 31, 2009, the Company had an
accumulated deficit of $47.4 million and total shareholders'
deficit of $6.3 million.

The Company reported a net loss of $5.1 million on $9.3 million of
revenue for 2009, compared with a net loss of $12.4 million on
$18.1 million of revenue for the same period of 2009.

The Company's balance sheet at December 31, 2009, showed
$4.7 million in assets, $11.0 million of liabilities, for a
stockholders' deficit of $6.3 million.

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

                http://researcharchives.com/t/s?6712

VUANCE Ltd. (Pink Sheets: VUNCF) -- http://www.vuance.com/-- is a
provider of innovative Radio Frequency Verification Solutions
focused on long-range active RFID.  VUANCE Ltd. is headquartered
in Qadima Israel.


WAREHOUSE AT VAN BUREN: Case Summary & Largest Unsec. Creditors
---------------------------------------------------------------
Debtor: Warehouse at Van Buren Street, Inc.
        P.O. Box 1231
        Champlain, NY 12919

Bankruptcy Case No.: 10-12719

Chapter 11 Petition Date: July 21, 2010

Court: U.S. Bankruptcy Court
       Northern District of New York (Albany)

Judge: Robert E. Littlefield Jr.

Debtor's Counsel: Justin A. Heller, Esq.
                  Nolan & Heller, LLP
                  39 North Pearl Street
                  Albany, NY 12207
                  Tel: (518) 449-3300
                  E-mail: jheller@nolanandheller.com

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

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

A copy of the Company's list of 5 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/nynb10-12719.pdf

The petition was signed by Roger Jakubowski, president.


WASHINGTON MUTUAL: Disc. Statement Hearing Postponed to Sept. 7
---------------------------------------------------------------
Judge Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware further delays to September 7, 2010, the
hearing to consider the adequacy of the Disclosure Statement
explaining the Fifth Amended Joint Chapter 11 Plan or
Reorganization of Washington Mutual, Inc., and WMI Investment
Corp.

The Debtors failed to obtain approval of the Disclosure Statement
from Judge Walrath at the hearing held on July 20, 2010.

The Court instead directed the U.S. Trustee in WaMu's Chapter 11
cases to appoint an independent examiner, at the behest of the
Official Committee of Equity Security Holders.  The examiner will
be tasked to review the assets of the Debtors' Chapter 11 estates
and the claims against them, as well as the basis for the Global
Settlement Agreement underlying the Debtors' Plan.

"I am not in position to deal with [Plan] confirmation at this
juncture given the inability of parties to fully investigate or
consider all of the claims," The Associated Press quoted Judge
Walrath as saying at the July 20 hearing.

The investigation to be undertaken by the examiner might delay
WaMu's bankruptcy process.  According to Reuters, Judge Walrath
is foreseeing the hearings to confirm the WaMu Plan to begin in
November, rather than August as previously contemplated.

The key question at confirmation of WaMu's Chapter 11 plan will
be whether the Global Settlement is fair, the Court stated,
according to The Wall Street Journal.

                      About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.  The Company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over September 25 by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  Wamu owns
100% of the equity in WMI Investment.  Weil Gotshal & Manges
represents the Debtors as counsel.  When WaMu filed for protection
from its creditors, it listed assets of $32,896,605,516 and debts
of $8,167,022,695.  WMI Investment listed assets of $500,000,000
to $1,000,000,000 with zero debts.

Peter Calamari, Esq., and David Elsberg, Esq., at Quinn Emanuel
Urquhart Oliver & Hedges, LLP, served as legal counsel to WMI with
responsibility for the litigation.  Brian Rosen, Esq., at Weil,
Gotshal & Manges LLP served as legal counsel to WMI with
responsibility for the Chapter 11 case.

Bankruptcy Creditors' Service Inc. publishes Washington Mutual
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Washington Mutual Inc. (http://bankrupt.com/newsstand/or
215/945-7000).


WASHINGTON MUTUAL: Examiner Report Due August 6
-----------------------------------------------
In an agreed written order dated July 22, 2010, Bankruptcy Judge
Mary Walrath directed the appointment of an examiner in the cases
of Washington Mutual Inc. and WMI Investment Corp., who will
investigate:

  (i) claims and assets that may be property of the Debtors'
      estates that are proposed to be conveyed, released or
      otherwise compromised and settled under the Debtors'
      Chapter 11 Plan and the Global Settlement Agreement,
      including all Released Claims, as defined in the
      Settlement Agreement, and the claims and defenses of third
      parties, or the "Settlement Component"; and

  (b) other claims, assets, and causes of actions, which will be
      retained by the Debtors or related proceeds, if any,
      distributed to creditors or equity interest holders
      pursuant to the Plan, and the claims and defenses of third
      parties -- the "Retained Asset Component" -- without
      prejudice to the Court modifying the scope of the
      Investigation in the event that it deems appropriate.

The Global Settlement, which is the focal point of WaMu's Fifth
Amended Plan, calls for the resolution of claims under disputed
accounts with respect to demise of Washington Mutual Bank in
September 2008.  The Settlement was reached among WaMu; JPMorgan
Chase Bank, National Association, as purchaser of WMB; and the
Federal Deposit Insurance Corporation, as receiver of WMB.

"Quite frankly I've found that the litigation process is not
adequate in this case.  There have been inordinate delays and
impediments to discovery by all of the parties [with] a stake in
this case . . . and that has just convinced me that an examiner
is necessary," Wamuequityrights.org, a site dedicated to
educating WaMu shareholders about their rights, quoted Judge
Walrath as saying at the hearing held last July 20, 2010.

Judge Walrath instructed the U.S. Trustee in the Debtors' cases
to:

  -- solicit from the Parties and the Official Committee of
     Equity Security Holders the names of persons that the
     entities believe are qualified to serve as examiner to
     perform the Investigation; and

  -- appoint the Examiner pursuant to Section 1104 of the
     Bankruptcy Code on or prior to 5:00 p.m., prevailing
     Eastern Time, on July 26, 2010.

The Examiner is authorized to commence the Investigation
immediately upon the appointment.  The Examiner will have the
standing of a party-in-interest with respect to matters that are
within the scope of the Investigation until completion of the
Investigation.

Judge Walrath directs the Examiner to promptly meet and confer,
separately if requested, with the Debtors, each of the other
Parties, the Equity Committee, and the U.S. Trustee, if
necessary.

The Court expects the Parties and the Equity Committee to use
their best efforts to coordinate with the Examiner and to avoid
unnecessary interference with, or duplication of, the
Investigation.  It also expects the Examiner, in his or her
conduct of the Investigation, to use best efforts to utilize
relevant materials obtained by the Parties and the Equity
Committee in the course of any informal or formal discovery to
avoid unnecessary duplication of work performed.

                       Examiner Reports

The Examiner is directed to file with the Court no later than
August 6, 2010, at 5:00 p.m., prevailing Eastern Time, a work and
expenses plan, which will include a good faith estimate of the
fees and expenses to be incurred by or his or her behalf in
connection with the Investigation, and a status report detailing
his or her efforts to date.

The Court will hold a status conference on August 10, at 1:30
p.m., to (i) consider the Work and Expenses Plan Report; and
(ii) rule, if appropriate, further relief as will aid the
Examiner in the performance of duties or to accommodate the needs
of the Debtors' estates.

Judge Walrath also directs the Examiner to prepare and file:

  (a) a preliminary report, as required by Section 1106(a)(4) of
      the Bankruptcy Code with respect to the Settlement
      Component and the Retained Asset Component of the
      Investigation on or before September 7, 2010; and

  (b) unless the Court rules on additional time for discovery, a
      final report on or before October 8, 2010.

The deadlines for the filing of the Reports may be extended by
the Court, issued sua sponte or upon application by the Examiner
on notice to all parties for cause shown.  In the event the
Deadline is extended with respect to the Final Report, the Court
may, if necessary, adjourn commencement of the hearing to confirm
the Chapter 11 Plan.

Until the Examiner has filed the Reports, no public disclosures
will be made concerning the Investigation or performance of the
Examiner's duties, except in Court hearings, Judge Walrath
clarified.  Unless upon Court order, neither information asserted
to be confidential nor any evaluation of the strengths or
weaknesses of any potential claim or right of action will be
disclosed by the Examiner.

The Debtors, the other Parties and the Equity Committee are
directed to fully cooperate with the Examiner in conjunction with
the performance of any of the Examiner's duties and the
Investigation.  The Debtors will provide to the Examiner all
documents and information relevant to the investigation that the
Examiner requests.

The Debtors, the other Parties, the Equity Committee and any
other party-in-interest may submit briefing memoranda to the
Examiner with respect to matters pertaining to the Investigation.
The Examiner will consider all timely submitted memoranda in
connection with the Investigation and the preparation of the
Preliminary Report and Final Report.

The Court's ruling does not prohibit the Debtors or any other of
the Parties from objecting to requests on any ground, or seeking
a protective order for any reason.

                  Examiner's Professionals

Subject to Court approval, the Examiner may retain counsel and
other professionals as necessary to discharge his or her duties
retention.  The Examiner and any professional retained will be
compensated and reimbursed for their fees and expenses pursuant
to any procedures for interim compensation and reimbursement of
professionals, as established in the Debtors' cases.
Compensation and reimbursement of the Examiner will be determined
pursuant to Section 330 of the Bankruptcy Code

             Documents for Examiner's Investigation

The Debtors will provide to the Examiner all other non-privileged
documents and information relevant to the Investigation that the
Examiner requests.  Parties-in-interest, including the FDIC, may
object to the requests on any ground, or seek a protective order
for any reason.

If the Examiner seeks the disclosure of documents or information
as to which the Debtors assert a claim of privilege and the
Examiner and the Debtors are unable to reach a resolution, the
matter may be brought before the Court.

The privileges of the Debtors and the other Parties, including
attorney-client and attorney work-product privileges, remain and
are not deemed waived or in any way impaired by any production to
the Examiner of materials in accordance with Rule 502(d) of the
Federal Rules of Evidence.

The production of privileged documents to the Examiner will not
constitute a determination by the Court that the documents are,
in fact, privileged.  The Production will not prejudice the
rights of the producing party to challenge the assertion of any
privilege.

The Parties will take all necessary and appropriate steps to give
the Examiner and his or her retained professionals full and
complete access to all documents in the Depository referenced in
that certain Confidentiality Agreement Governing Confirmation
Discovery dated July 2, 2010.  Documents in the Depository and
other information relating to confidentiality will not be
disclosed by the Examiner, except in accordance with those orders
or further order of the Court.

Judge Walrath's ruling is issued upon the renewed request of the
Equity Committee for an examiner appointment.  The Court
previously denied the Equity Committee's original examiner
request in May 2010, holding that it would be sufficient for WaMu
and the Creditors Committee to share results of their WaMu
investigation.  The Equity Committee, however, argued that the
Debtors have been "reluctant" to share information.  An appeal of
Judge Walrath's denial of the Original Examiner Motion was
subsequently filed by the Equity Committee with the U.S. Courts
of Appeals for the Third Circuit.

Pursuant to the Court's July 22 Order, Judge Walrath directed the
Equity Committee to withdraw, with prejudice, the Appeal.

              WaMu Agrees to Examiner Appointment,
                    Seeks Expedited Process

WaMu conceded to the examiner appointment, but insisted on a
speedy schedule for, and sought limitations to, the investigation.
"The case would benefit from having an examiner, and the issue
really is one of scope, and one of timing," Susheel Kirpalani,
Esq., at Quinn Emanuel Urquhart Oliver & Hedges, LLP, in New York,
said on behalf of WaMu, Wamuequityrights.org noted.

"The investigation here needs to be more than a whitewash,"
Justin Nelson, Esq., at Susman Godfrey LLP, in Seattle,
Washington, argued on behalf of the Equity Committee, according
to the Associated Press.

"I'm not at this point willing to agree with that limitation,"
Judge Walrath stated, according to Wamuequityrights.org.  "An
examiner is necessary both to reduce the cost of litigation and
to assure that all parties have a forum through the examiner for
consideration of their positions, not simply on the merit of the
[G]lobal [S]ettlement, but really on the value of the Debtor's
assets and the appropriate distribution of those assets," The
Wall Street Journal quoted Judge Walrath as saying.

In a statement to Reuters, the Equity Committee expressed that it
was 'thrilled' by the Court's ruling.  "We don't know if it's
black or white.  But if it turns out to be black, we accept
that," said Mr. Nelson.

Representing holders of WaMu Notes, Tom Lauria, Esq., at White
and Case, LLP, in New York, told Reuters that the appointment of
an examiner "raised the risk that we could go to zero rather than
a slight shift in recoveries."

The Equity Committee also sought the Court's authority to file
supplements to the Renewed Examiner Motion.  According to William
P. Bowden, Esq., at Ashby & Geddes, P.A., in Wilmington,
Delaware, the Supplement discusses the substance of a
confidential document that was produced to the Equity Committee
by the Debtors under Rule 502(d) of the Federal Rules of
Evidence.  The Equity Committee is required to keep confidential
documents received from the Debtors, and is further required not
to disclose any portion of the documents to any person or entity,
Mr. Bowden noted.

                   FDIC Reiterates Objection

Prior to the entry of the Court's examiner appointment ruling,
the FDIC said it "stands on its objection" to the Renewed
Examiner Motion because the request purports to require the FDIC
to provide information to an examiner outside of a formal
discovery process.

According to Jaime N. Luton, Esq., at Young Conaway Stargatt &
Taylor, LLP, in Wilmington, Delaware, the broad examination and
investigation to be conducted by an examiner, as proposed by the
Equity Committee, "would waste estate resources."

Potential claims arising out of the closing of WMB and the sale
of its assets by the FDIC have been investigated and, in any
event, are precluded by statute, Mr. Luton maintained.  The
process by which the Debtors entered into the Global Settlement
Agreement is an appropriate area of inquiry, said Mr. Luton.

The Global Settlement expires by its terms on August 31, 2010.
The FDIC has no interest in allowing for an open-ended extension
of that date.  Thus, the Global Settlement itself is endangered
if the examination drags on unreasonably, Mr. Luton told the
Court.

Benjamin I. Finestone, Esq., at Quinn Emanuel Urquhart & Sullivan
LLP, in New York, submitted to the Court a separate declaration
in support of the Debtors' objection to the Renewed Examiner
Motion.  The Debtors have previously noted that they have
conducted numerous telephone conferences and several meetings
with the Equity Committee's professionals.  "Particularly in view
of the extraordinary amounts of materials pertinent to the
Chapter 11 Cases that have been provided to the Equity Committee,
there continues to be no appropriate scope for an examiner's
investigation in the Chapter 11 cases," Mr. Finestone noted.

                      About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.  The Company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over September 25 by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  Wamu owns
100% of the equity in WMI Investment.  Weil Gotshal & Manges
represents the Debtors as counsel.  When WaMu filed for protection
from its creditors, it listed assets of $32,896,605,516 and debts
of $8,167,022,695.  WMI Investment listed assets of $500,000,000
to $1,000,000,000 with zero debts.

Peter Calamari, Esq., and David Elsberg, Esq., at Quinn Emanuel
Urquhart Oliver & Hedges, LLP, served as legal counsel to WMI with
responsibility for the litigation.  Brian Rosen, Esq., at Weil,
Gotshal & Manges LLP served as legal counsel to WMI with
responsibility for the Chapter 11 case.

Bankruptcy Creditors' Service Inc. publishes Washington Mutual
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Washington Mutual Inc. (http://bankrupt.com/newsstand/or
215/945-7000).


WASHINGTON MUTUAL: Preferreds Want OTS Compelled to Send Documents
------------------------------------------------------------------
A consortium of holders of trust preferred securities of
Washington Mutual Inc. subject to treatment under Class 19 of the
proposed Chapter 11 Plan of Reorganization asks Bankruptcy Judge
Mary Walrath to compel the Office of Thrift Supervision to produce
documents for discovery related to the Global Settlement Agreement
embodied under the Plan.

The OTS seized Washington Mutual Bank in September 2008, and
placed WMB on receivership under the Federal Deposit Insurance
Corporation.  JPMorgan Chase & Co. acquired all deposits, assets
and certain liabilities of WMB's banking operations from the FDIC
for $1.9 billion in 2008.  The seizure of WMB is highly
contested, as the holders of equity, subordinated and senior
unsecured debt in WMB are creditors of the receivership for WMB
that assert entitlement to file claims in the Receivership for
recovery of any amounts that may be due to them.

Counsel to the TPS Consortium, Kathleen Campbell Davis, Esq., at
Campbell & Levine LLC, in Wilmington, Delaware, relates that in
response to the TPS Consortium's document requests, the OTS has
taken the position that it will not produce any responsive
documents.  As confirmed by the parties' call to "meet and
confer" in an attempt to narrow any issues, the OTS has taken the
position that it is not a party to the matter and that the Court
will not require it to produce documents, and therefore will not
do so.

Ms. Campbell points out that the OTS is a potential beneficiary
of the releases and injunction sought in connection with the
Global Settlement and the WaMu Plan.  Accordingly, the OTS should
not receive the benefits of the bankruptcy proceeding without
having to comply with the Rules by responding to narrow discovery
requests, she asserts.

"The OTS should not be granted absolute immunity from the
discovery process, given that it has appeared in the Chapter 11
case as a party-in-interest and will also be the recipient of
non-consensual releases," Mr. Campbell reasons out.  "Because it
will benefit from the Global Settlement and the Plan, the OTS
should be required to respond to discovery."

To the extent the OTS has specific objections with respect to the
TPS document requests' being "broad," the TPS Consortium would be
willing to consider narrowing those requests, according to Ms.
Campbell.

                         OTS Objects

The TPS Consortium's attempt to obtain discovery from OTS
contravenes the Court's direction; defies the Federal Rules,
which do not provide for a Rule 34 request to third parties; and
is unnecessary and unduly burdensome, OTS Senior Attorney Martin
Jefferson Davis, Esq., contends.

Moreover, Mr. Davis says, most of the information the TPS
Consortium seeks from OTS "is already in the possession of the
Debtors, JPMorgan and the FDIC, the very entities that [the]
Court has indicated discovery should proceed against."

Mr. Davis notes that the OTS has acted to facilitate discovery of
information from the Debtors by authorizing them to produce OTS
information in their possession to parties objecting to the
Global Settlement.  That Information includes documents,
including the complete administrative record supporting the
appointment of a Receiver which, OTS has previously produced to
the Debtors, he reveals.

"The simple fact is that most of the OTS information sought by
the TPS Consortium -- including all communications between OTS on
the one hand, and the Debtors, JPMorgan, or the FDIC, on the
other -- are in the possession of those parties and can and
should be obtained by the Consortium from them," Mr. Davis
reiterates.

                      About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.  The Company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over September 25 by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  Wamu owns
100% of the equity in WMI Investment.  Weil Gotshal & Manges
represents the Debtors as counsel.  When WaMu filed for protection
from its creditors, it listed assets of $32,896,605,516 and debts
of $8,167,022,695.  WMI Investment listed assets of $500,000,000
to $1,000,000,000 with zero debts.

Peter Calamari, Esq., and David Elsberg, Esq., at Quinn Emanuel
Urquhart Oliver & Hedges, LLP, served as legal counsel to WMI with
responsibility for the litigation.  Brian Rosen, Esq., at Weil,
Gotshal & Manges LLP served as legal counsel to WMI with
responsibility for the Chapter 11 case.

Bankruptcy Creditors' Service Inc. publishes Washington Mutual
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Washington Mutual Inc. (http://bankrupt.com/newsstand/or
215/945-7000).


WASHINGTON MUTUAL: Trustee Taps Hochberg to Probe Settlement Deal
-----------------------------------------------------------------
The U.S. Trustee on Monday appointed veteran bankruptcy examiner
and McKenna Long & Aldridge LLP partner Joshua R. Hochberg to
conduct a probe into a contested settlement between the bank,
JPMorgan Chase & Co. and the Federal Deposit Insurance Corp.,
Bankruptcy Law360 reports.

U.S. Trustee Roberta A. DeAngelis filed a motion with the U.S.
Bankruptcy Court for the District of Delaware seeking approval for
Hochberg, currently a partner in McKenna Long & Aldridge's, Law360
says.

                      About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.  The Company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over September 25 by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  Wamu owns
100% of the equity in WMI Investment.  Weil Gotshal & Manges
represents the Debtors as counsel.  When WaMu filed for protection
from its creditors, it listed assets of $32,896,605,516 and debts
of $8,167,022,695.  WMI Investment listed assets of $500,000,000
to $1,000,000,000 with zero debts.

Peter Calamari, Esq., and David Elsberg, Esq., at Quinn Emanuel
Urquhart Oliver & Hedges, LLP, served as legal counsel to WMI with
responsibility for the litigation.  Brian Rosen, Esq., at Weil,
Gotshal & Manges LLP served as legal counsel to WMI with
responsibility for the Chapter 11 case.

Bankruptcy Creditors' Service Inc. publishes Washington Mutual
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Washington Mutual Inc. (http://bankrupt.com/newsstand/or
215/945-7000).


WILD GAME: Files for Chapter 11 in Oakland, California
------------------------------------------------------
Wild Game Ng LLC filed a bare-bones Chapter 11 petition on July 21
in Oakland, California (Bankr. N.D. Calif. Case No. 10-48272).

According to Bloomberg, Wild Game is the operator of the Italian-
themed Siena Hotel Spa and Casino in Reno, Nevada.  The hotel has
185 rooms and 29 suites, according to the Web site. The casino
covers 23,000 square feet.

The petition says debt exceeds $50 million.  A court filing lists
Barney NG as the unsecured creditor with the largest claim,
$36.5 million.  The filing says the debt is for "rent payments."


WILD GAME: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Wild Game NG, LLC
          aka Siena Hotel Spa and Casino
        1 South Lake Street
        Reno, NV 89501

Bankruptcy Case No.: 10-48272

Chapter 11 Petition Date: July 21, 2010

Court: U.S. Bankruptcy Court
       Northern District of California (Oakland)

Debtor's Counsel: Aram Ordubegian, Esq.
                  Arent Fox
                  555 W 5th Street, 48th Floor
                  Los Angeles, CA 90013
                  Tel: (213) 629-7410
                  E-mail: Ordubegian.Aram@ArentFox.com

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

Estimated Debts: $50,000,001 to $100,000,000

Debtor-affiliates filing separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Hi-Five Enterprises, LLC              10-48268            07/21/10
  Assets: $50,000,001 to $100,000,000
  Debts: $50,001 to $100,000
One South Lake Street, LLC            10-48270            07/21/10
  Assets: $10,000,001 to $50,000,000
  Debts: $10,000,001 to $50,000,000

The petitions were signed by Barney Ng, managing partner.

A copy of Wild Game's list of 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/canb10-48272.pdf

In its list of 20 largest unsecured creditors, One South wrote
only one entry:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
RE Reno, LLC              Note                   $106,000,000
201 Lafayette Circle
2nd Floor
Lafayette, CA 94549

In its list of 20 largest unsecured creditors, Hi-Five placed put
only one entry:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Barney Ng                 Services               $75,000
201 Lafayette Circle,
2nd Floor
Lafayette, CA 94549


W.R. GRACE: Court Takes Judicial Notice of Garlock Case
-------------------------------------------------------
Bankruptcy Judge Judith Fitzgerald took judicial notice of the
Chapter 11 filing of Garlock Sealing Technologies LLC pursuant to
Rule 201 of the Federal Rules of Evidence and Rule 9017 of the
Federal Rules of Bankruptcy Procedure.  Garlock, along with
certain of its affiliates, sought Chapter 11 protection on June 5,
2010, in the United States Bankruptcy Court for the Western
District of North Carolina.

The Court's order is at the behest of David T. Austern, the Court-
appointed legal representative for future asbestos personal injury
claimants and the Official Committee of Asbestos Personal Injury
Claimants.

Under Rule 201 of the Federal Rules of Evidence, a court may take
"judicial notice of adjudicative facts" that are "not subject to
reasonable dispute in that [they are] either (1) generally known
within the territorial jurisdiction of the trial court or (2)
capable of accurate and ready determination by resort to sources
whose accuracy cannot reasonably be questioned."  Federal Rule 201
provides that "[a] court [will] take judicial notice if requested
by a party and supplied with the necessary information."

It is appropriate for the Court to take judicial notice of facts
contained in public records, according to Messrs. Phillips and
Hurford, citing Maritime Elec. Co. v. United Jersey Bank, 959 F.2d
1194, 1200 n.3 (3d Cir. 1991).

Garlock has objected to the confirmation of the Chapter 11 Plan of
Reorganization of Grace complaining that identifying Grace in the
Asbestos PI Channeling Injunction is not fair and equitable
because contribution demand holders receive no benefit from
Grace's trust contributions.  Garlock has asserted that Grace must
prove that its Plan will treat its co-defendants fairly and
equitably, in the same way the Plan will treat plaintiffs fairly
and equitably.

Garlock is a defendant in lawsuits where asbestos personal injury
claimants allege that Garlock's products contributed to their
injuries.  The same claimants also named Grace as a defendant and
alleged that Grace's products contributed to their asbestos
injuries as well.  A majority of the individuals who claim to hold
Asbestos PI Claims against Grace have asserted claims against
Garlock alleging that Garlock contributed to their injuries as
well.  Garlock asserts indirect claims for contribution and
indemnity for asbestos personal injury claims against Grace.

                          About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura

Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock &
Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace and its debtor affiliates, with the support of the
Official Committee of Asbestos Personal Injury Claimants, the
Asbestos PI Future Claimants' Representative and the Official
Committee of Equity Security Holders, have submitted a proposed
Chapter 11 plan of reorganization.  The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  The Plan confirmation hearing
wrapped up on January 25.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


W.R. GRACE: Hikes Net Income to $51.0 Million in Q2 of 2010
-----------------------------------------------------------
W.R. Grace & Co. (NYSE: GRA) announced its financial results for
the second quarter ended June 30, 2010.  Performance measures for
the second quarter:

    * Sales increased 4.1% overall and 15.1% in emerging regions
      compared with the prior year quarter, excluding sales of
      the ART joint venture from both periods.  Sales in
      emerging regions were a record 33.4% of total Grace sales.

    * As reported, sales for the second quarter were
      $685.0 million compared with $711.0 million in the prior
      year quarter, a 3.7% decrease.  Sales for the prior year
      quarter include $53.0 million of sales of the ART joint
      venture deconsolidated in December 2009.

    * Gross profit percentage increased to 35.7% from 34.2% in
      the prior year quarter and 34.8% in the 2010 first
      quarter.

    * Adjusted EBIT increased 22.4% to $91.1 million from
      $74.4 million in the prior year quarter.  Adjusted EPS was
      $0.75 compared with $0.53 in the prior year quarter.

    * Grace net income increased to $51.0 million from
      $19.3 million in the prior year quarter.  Grace's diluted
      EPS was $0.69 compared with $0.26 in the prior year quarter.

    * Adjusted Operating Cash Flow increased 20.5% to
      $101.3 million from $84.1 million in the prior year quarter.

    * Adjusted EBIT Return on Invested Capital increased to
      25.2% on a trailing four quarter basis from 17.9% on the
      same basis in the prior year quarter and 24.0% on the same
      basis in the first quarter of 2010.

"I am pleased with how our team is adapting to the dynamic
conditions in our markets.  Davison is executing well and has
consistently improved its performance," said Fred Festa, Grace's
Chairman, President and Chief Executive Officer. " We are rapidly
refocusing our Construction Products business to capture growth in
emerging regions and to improve profitability.  Grace is well
positioned to succeed in this challenging environment."

                    Second Quarter Results

Sales increased 4.1% overall and 15.1% in emerging regions
compared with the prior year quarter, excluding sales of the ART
joint venture from both periods.  The sales increase was due to
higher sales volumes (4.5%) and improved pricing (0.1%), Partially
offset by unfavorable currency translation (0.5%).  As reported,
sales were $685.0 million compared with $711.0 million in the
prior year quarter, a decrease of 3.7% reflecting the
deconsolidation of ART in December 2009.

Gross profit percentage for the second quarter was 35.7% compared
with 34.2% in the prior year quarter.  The improvement was due
primarily to better operating leverage, a decrease in certain raw
materials and energy costs and lower factory overhead expenses.

Gross profit percentage for the second quarter increased 0.9
percentage points compared with the 2010 first quarter due
primarily to improved operating leverage in Grace Davison,
partially offset by higher raw materials costs and lower prices in
Grace Construction Products.

Adjusted EBIT was $91.1 million in the second quarter, an increase
of 22.4% compared with $74.4 million in the prior year quarter.
The increase was due to the increase in sales volumes and the
improvement in gross profit percentage from the prior year
quarter.  Adjusted EBIT margin was 13.3% compared with 10.5% in
the prior year quarter and 10.5% in the 2010 first quarter.

Grace net income for the second quarter was $51.0 million, or
$0.69 per diluted share, compared with $19.3 million, or $0.26 per
diluted share, in the prior year quarter.

Adjusted Operating Cash Flow was $101.3 million for the second
quarter, an increase of 20.5% compared with $84.1 million in the
prior year quarter.  The increase is due primarily to increased
Adjusted EBIT and improved working capital partially offset by
increased capital expenditures.

On November 30, 2009, Grace completed the sale of a 5% interest in
ART, its joint venture with Chevron Products Company.  Grace
deconsolidated ART's results from its consolidated financial
statements on a prospective basis effective December 1, 2009.  As
a result, Grace now reports its investment in ART and its portion
of ART's income using the equity method of accounting.  Grace's
second quarter 2009 sales and gross profit percentage excluding
ART would have been $658.0 million and 35.2%.

Adjusted EBIT is not affected by the deconsolidation of ART except
for the effect of the reduction in Grace's ownership from 55% to
50%.

                    Six Months Results

Sales increased 4.5% overall and 18.6% in emerging regions
compared with the prior year period, excluding sales of the
ART joint venture from both periods.  The sales increase was
due to higher sales volumes (3.1%), favorable currency
translation (1.2%) and improved pricing (0.2%).  As reported,
sales were $1,299.9 million compared with $1,393.1 million in the
prior year period, a decrease of 6.7% reflecting the
deconsolidation of ART in December 2009.

Grace net income for the six months ended June 30, 2010, was
$107.2 million, or $1.44 per diluted share, compared with a net
loss of $19.6 million, or $0.27 per diluted share, in the prior
year period.

                       Grace Davison
              Segment Operating Income up 30.2%

Second quarter sales for the Grace Davison operating segment,
which includes specialty catalysts and materials used in a wide
range of industrial applications, increased 6.8% overall and 18.0%
in emerging regions compared with the prior year quarter,
excluding sales of the ART joint venture from both periods.  The
sales increase was due to higher sales volumes (7.7%) and improved
pricing (0.6%), partially offset by unfavorable currency
translation (1.5%).  As reported, second quarter sales decreased
5.0% from $477.9 million in the prior year quarter.

Sales of this operating segment are reported by product group as:

    * Refining Technologies -- sales of catalysts and chemical
      additives used by petroleum refineries were $179.1 million
      in the second quarter, a decrease of 7.6% from the prior
      year quarter, excluding ART sales from both periods.
      Sales in this product group were unfavorably affected by
      lower sales volumes and unfavorable currency translation.
      As reported, second quarter sales decreased 27.5% from
      $246.9 million in the prior year quarter.

      Compared with the 2010 first quarter, refining utilization
      has increased, refining industry margins have improved and
      the difference between the cost of light and heavy crude
      oil has increased, all of which favorably impact the
      demand for refining catalysts.  Sales in this product
      group increased $7.2 million, or 4.2%, from the 2010 first
      quarter.

    * Materials Technologies -- sales of engineered materials,
      coatings and sealants used in many industrial and
      packaging applications were $174.1 million in the second
      quarter, an increase of 18.5% from the prior year quarter.
      Sales in this product group were favorably impacted by
      improved customer demand for industrial and consumer goods
      in all regions, partially offset by unfavorable currency
      translation.  Sales volumes grew strongest in emerging
      regions where sales increased 23.3% compared with the
      prior year quarter.

    * Specialty Technologies -- sales of highly specialized
      catalysts, materials and equipment used in unique or
      proprietary applications and markets were $100.7 million
      in the second quarter, an increase of 19.7% from the prior
      year quarter.  The increase was due primarily to higher
      customer demand and the success of new polyolefin catalyst
      and discovery science products, partially offset by
      unfavorable currency translation.  Sales in emerging
      regions, primarily the Middle East and China, increased
      50.3% compared with the prior year quarter.  Sales in the
      Second quarter benefited from strong order patterns which
      are not expected to recur in the third quarter.

Segment operating income for the second quarter was
$106.5 million compared with $81.8 million in the prior year
quarter, a 30.2% increase due primarily to higher sales volumes,
lower fixed and variable manufacturing costs, better operational
productivity and higher income from ART.  Gross profit percentage
was 36.2% compared with 32.7% in the prior year quarter and 35.0%
in the 2010 first quarter.  Segment operating margin was 23.5%
compared with 17.1% in the prior year quarter and 21.0% in the
2010 first quarter.  Income from ART increased from the prior year
quarter on strong sales volumes and improved gross profit
percentage.  Grace expects that ART sales and income will be
significantly lower in the 2010 third quarter compared with the
2010 second quarter due to the uneven order pattern inherent in
the hydroprocessing catalyst business.

Sales of the Grace Davison operating segment for the six months
ended June 30, 2010, increased 8.2% compared with the prior year
period, excluding sales of the ART joint venture from both
periods. As reported, sales decreased 8.7% from $955.8 million in
the prior year period.  Gross profit percentage was 35.6% compared
with 27.4% in the prior year period.  Segment operating income of
Grace Davison for the six months ended June 30, 2010, was
$194.3 million, an increase of 59.5% compared with the prior year
period.  Segment operating margin was 22.3% compared with 12.7% in
the prior year period.

These results were due primarily to higher sales volumes, lower
fixed and variable manufacturing costs, better operational
productivity and higher income from ART.

                 GRACE CONSTRUCTION PRODUCTS
        Sales down 0.9%; up 8.1% in emerging regions

Second quarter sales for the Grace Construction Products operating
segment, which includes Specialty Construction Chemicals (SCC)
products and Specialty Building Materials (SBM) products used in
commercial, infrastructure and residential construction, were
$231.1 million, down 0.9% from the prior year quarter due to lower
sales volumes (1.3%) and lower prices (0.8%) partially offset by
favorable currency translation (1.2%).  The lower sales volumes
were due primarily to lower SCC demand in North America and
Europe, partially offset by higher global demand in specialty
building materials.  Sales in emerging regions increased 8.1%
compared with the prior year quarter.

Second quarter sales increased 17.5% compared with the 2010 first
quarter due to higher sales volume (19.2%), partially offset
by unfavorable currency translation (1.7%).  Construction spending
continued to grow in the second quarter in emerging regions
including Latin America, the Middle East, India, Southeast Asia,
and China.  In the United States and certain countries in Europe,
however, overall construction spending decreased in the second
quarter compared with the prior year quarter.  Preliminary
industry data indicates that second quarter commercial
construction starts in the U.S. were down approximately 18% from
the prior year quarter. U.S. Census Bureau data shows that second
quarter residential housing starts decreased 6% from the prior
year quarter.

Sales of this operating segment are reported by geographic region
as:

    * Americas -- sales to customers in the Americas were
      $116.1 million in the second quarter, a decrease of 3.1%
      from the prior year quarter due primarily to weak customer
      demand in North America.  Latin America sales increased due
      to improved pricing, new customer sales and better product
      penetration.  Sales in the Americas increased
      $11.8 million, or 11.3%, from the 2010 first quarter.

    * Europe -- sales to customers in Western and Eastern
      Europe, the Middle East, Africa and India were
      $75.0 million in the second quarter, a decrease of 6.4% from
      the prior year quarter, due primarily to weak customer
      demand for SCC products.  Sales in this region increased
      $15.7 million, or 26.5%, from the 2010 first quarter.

    * Asia -- sales to customers in Asia (excluding India),
      Australia and New Zealand were $40.0 million in the second
      quarter, an increase of 20.5% from the prior year quarter.
      Sales increased due primarily to higher sales volumes to
      new and existing customers.  Sales in this region
      increased $6.9 million, or 20.8%, from the 2010 first
      quarter.

Gross profit percentage was 35.0% in the second quarter compared
with 37.5% in the prior year quarter and 34.7% in the 2010 first
quarter.  The decrease in gross profit percentage compared with
the prior year quarter is due primarily to higher raw materials
and logistics costs, mix and lower prices, primarily in concrete
admixtures.  Segment operating income for the second quarter was
$25.7 million compared with $34.0 million for the prior year
quarter, a 24.4% decrease.  The decrease was due primarily to
lower sales volumes and the decrease in gross profit percentage.
Segment operating margin was 11.1% compared with 14.6% in the
prior year period.

The first quarter to second quarter seasonal growth in sales and
earnings was less than the typical historical rate in North
America and Europe due primarily to weaker customer demand.  As a
result, Grace has initiated a restructuring program that is
expected to decrease operating expenses to a level more
appropriate to a weaker customer demand environment.  As part of
its emerging region growth strategy, Grace Construction Products
is starting manufacturing operations in Saudi Arabia, and expects
to begin operations at four additional sites this year.

Sales of the Grace Construction Products operating segment for the
six months ended June 30, 2010, decreased 2.2% compared with the
prior year period.  Gross profit percentage was 34.9% compared
with 35.0% in the prior year period. Segment operating income of
Grace Construction Products was $41.3 million, a decrease of 11.0%
compared with the prior year quarter.  Segment operating margin
was 9.7% compared with 10.6% in the prior year quarter. The lower
sales and operating income were due primarily to continued weak
demand for construction chemicals in North America and Europe,
partially offset by increased sales in emerging regions.

                      Corporate Costs

Corporate costs increased $1.8 million in the second quarter
compared with the prior year quarter.

                      Pension Expense

Defined benefit pension expense for the second quarter was
$18.4 million compared with $20.5 million for the prior year
quarter, a 10.2% decrease.  The decrease in costs was due
primarily to strong pension plan asset performance in the U.S. in
2009.

                   Restructuring Expenses

Grace recorded restructuring expenses of $1.2 million for
severance and other costs related to restructuring actions
implemented during the second quarter in Grace Construction
Products.  Grace expects to recognize approximately $5 million of
additional restructuring expenses in the third and fourth
quarters.  Grace expects this restructuring program to result in
more than $10 million of annualized cost savings by 2011.

                 Interest And Income Taxes

Interest expense was $11.0 million for the second quarter compared
with $9.6 million for the prior year quarter.  The annualized
weighted average interest rate on prepetition obligations for the
second quarter was 3.7%.  Income taxes are recorded at a global
effective rate of approximately 31% before considering the effects
of certain non-deductible Chapter 11 expenses, changes in
uncertain tax positions and other discrete adjustments.  The
global effective rate has increased compared with the 2009 rate of
approximately 30% due to increased taxable income, especially in
higher tax-rate jurisdictions.

Grace was not required to pay U.S. Federal income taxes in cash in
2009 since available tax deductions and credits fully offset U.S.
taxable income.  Available tax deductions and credits may not
fully offset U.S. taxable income in 2010 and Grace may be required
to pay U.S. Federal income taxes in cash, particularly if Grace
does not emerge from Chapter 11 in 2010.  Grace expects to
generate significant net operating losses upon emergence that
would fully offset U.S. taxable income in 2010.  Income taxes in
foreign jurisdictions are generally paid in cash.  Taxes paid in
cash for the six months ended June 30, 2010, were $13.6 million.

                Cash Flow Performance Measure

Adjusted Operating Cash Flow was $128.5 million for the six months
ended June 30, 2010, compared with $151.9 million in the prior
year period, which benefited from a significant reduction of net
working capital.  Capital expenditures were $42.2 million compared
with $36.5 million for the prior year period.  Grace is making
strategic capital investments to add capacity for high-margin and
high-growth products, including the previously announced
polypropylene catalyst investment in Germany and the construction
of multiple manufacturing sites for Grace construction Products in
emerging regions.

                    Chapter 11 Proceedings

On April 2, 2001, Grace and 61 of its United States subsidiaries
and affiliates, including its primary U.S. operating subsidiary W.
R. Grace & Co.-Conn., filed voluntary petitions for reorganization
under Chapter 11 of the United States Bankruptcy Code in the
United States Bankruptcy Court for the District of Delaware in
order to resolve Grace's asbestos-related liabilities.

On September 19, 2008, Grace filed a Joint Plan of Reorganization
as well as several associated documents, including a disclosure
statement, with the Bankruptcy Court.  Confirmation hearings on
the Plan concluded in January 2010.  Confirmation and consummation
of the Plan are now subject to the findings of the Bankruptcy
Court and the District Court for the District of Delaware and the
satisfaction of other conditions set forth in the Plan, many of
which are outside Grace's control.  Until the findings are made
and the conditions to consummation of the Plan are satisfied or
waived, the timing of Grace's emergence from Chapter 11 will be
uncertain.  Grace is preparing to consummate the Plan as quickly
as practicable following receipt of a confirmation order from the
Bankruptcy Court and the District Court.

Grace's asbestos-related litigation and environmental claims are
subject to compromise under the Chapter 11 process.  Grace has not
adjusted its accounting for asbestos-related assets and
liabilities to reflect the filing of the Plan.  At this time,
Grace is unable to determine a reasonable estimate of the value of
certain consideration payable to the asbestos trusts under the
Plan.  These values will ultimately be determined on the effective
date of the Plan.  Grace expects to adjust its accounting for the
Plan when the consideration can be measured and material
conditions to the Plan are satisfied.  Grace expects that such
adjustments may be material to Grace's consolidated financial
position and results of operations.

                      2010 Outlook Update
                Lower Sales; Higher Adjusted Ebit

During the second quarter, the Euro declined significantly in
value compared with the U.S. dollar and on June 30, 2010, the euro
was more than 10% below levels Grace expected at the beginning of
2010.  A decline in the euro adversely affects Grace's sales and
Adjusted EBIT.  Due to the significance of the euro decline to its
results, Grace is updating its 2010 outlook.

As of July 22, 2010, Grace expects 2010 sales to be $2.60 to
$2.65 billion, compared with $2.65 to $2.75 billion in its
previous outlook, reflecting the decline in the euro and assuming
a $1.23/euro exchange rate for the 2010 third and fourth quarters.

Grace expects 2010 Adjusted EBIT to be $300 to $315 million,
compared with $284 to $314 million in its previous outlook.  Grace
expects 2010 Adjusted EBITDA to be $415 to $435 million, compared
with $399 to $434 million in our previous outlook.  Improved
operating profitability is expected to more than offset the
adverse affect of the weaker euro on earnings.

Grace is unable to make a reasonable estimate of the income
effects of the consummation of the Plan because the value of
certain consideration payable to the asbestos trusts under the
Plan (primarily the deferred payments and the warrants) will not
ultimately be determined until the effective date of the Plan. As
a result, Grace is unable to make a complete estimate of Grace net
income for 2010.  When the Plan is consummated, Grace expects to
record income from the reduction of asbestos related liabilities,
interest expense on the initial payments to the asbestos trusts,
expense relating to the costs of consummating the Plan (including
exit financing costs) and the income tax effects of these items.

  W. R. Grace & Co. and Subsidiaries
  Consolidated Balance Sheets
  (Unaudited)
  ==================================
                                             June 30,   Dec. 31,
Amounts in millions                            2010       2009
-------------------                        ---------  ---------
ASSETS
Current Assets
Cash and cash equivalents                      $841.6     $893.0
Restricted cash and cash equivalents
related to letter of credit facility            81.5          -
Trade accounts receivable, less allow           393.7      365.8
Accounts receivable-unconsolidated affiliate      7.0        7.4
Inventories                                     244.5      220.6
Deferred income taxes                            57.9       61.5
Other current asset                              85.3       80.4
                                            ---------  ---------
Total Current Assets                          1,711.5    1,628.7

Properties and equipment, net                   650.1      690.1
Goodwill                                        110.0      118.6
Deferred income taxes                           875.7      843.4
Asbestos-related insurance                      500.0      500.0
Overfunded defined benefit pension plans         27.7       36.7
Investments in unconsolidated affiliates         56.8       45.7
Other assets                                    121.5      105.0
                                            ---------  ---------
Total Assets                                 $4,053.3   $3,968.2
                                            =========  =========

LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Liabilities Not Subject to Compromise
Current Liabilities
Debt payable within one year                     $5.4      $10.8
Loan payable - unconsolidated affiliate           1.9        1.8
Accounts payable                                197.3      170.1
Accounts payable - unconsolidated affiliate       2.7        4.1
Other current liabilities                       246.5      307.9
                                            ---------  ---------
Total Current Liabilities                       453.8      494.7

Debt payable after one year                       0.6        0.4
Loan payable - unconsolidated affiliate          11.9       10.5
Deferred income taxes                            30.4       34.2
Unfunded defined benefit pension plans          594.1      530.4
Other liabilities                                38.8       41.4
                                            ---------  ---------
Total Liabilities Not Subject
to Compromise                                1,129.6    1,111.6

Liabilities Subject to Compromise
Debt plus accrued interest                      896.4      882.0
Income tax contingencies                        102.6      117.9
Asbestos-related contingencies                1,700.0    1,700.0
Environmental contingencies                     145.4      148.4
Postretirement benefits                         176.6      171.2
Other liabilities and accrued interest          132.2      127.6
                                            ---------  ---------
Total Liabilities Subject to Compromise       3,153.2    3,147.1

Total Liabilities                             4,282.8    4,258.7

Equity (Deficit)
Common stock                                      0.8        0.8
Paid-in capital                                 450.4      445.8
Accumulated deficit                             (68.2)    (175.4)
Treasury stock, at cost                         (50.2)     (55.9)
Accumulated other comprehensive
income (loss)                                 (571.6)    (514.5)
                                            ---------  ---------
Total W.R. Grace & Co. Shareholders'
Equity (Deficit)                              (238.8)    (299.2)
Non-controlling interest                          9.3        8.7
                                            ---------  ---------
Total Shareholders' Equity (Deficit)           (229.5)    (290.5)
                                            ---------  ---------
Total Liabilities and Shareholders'
Equity (Deficit)                            $4,053.3   $3,968.2
                                            =========  =========

W. R. Grace & Co. and Subsidiaries
Consolidated Statements of Operations        Three Months Ended
(Unaudited)                                  June 30,   June 30,
=====================================       =========  =========
Amounts in millions                            2010       2009
-------------------                         ---------  ---------

Net sales                                      $685.0     $711.0
Cost of goods sold                              440.5      467.9
                                            ---------  ---------
Gross profit                                    244.5      243.1

Selling, general and administrative expenses    129.8      139.4
Restructuring expenses                            1.2        5.9
Research and development expenses                14.8       17.6
Defined benefit pension expense                  18.4       20.5
Interest expense and related financing costs     11.0        9.6
Provision for environmental remediation             -          -
Chapter 11 expenses, net of interest income       4.3        8.0
Equity in (earnings) losses of
unconsolidated affiliates                       (6.2)       0.7
Other (income) expense, net                      (0.1)       1.9
                                            ---------  ---------
                                                173.2      203.6

Income (loss) before income taxes                71.3       39.5
Benefit from (provision for) income taxes       (20.3)     (16.8)
                                            ---------  ---------
Net income (loss)                                51.0       22.7
Less: Net loss attributable to
noncontrolling interest                            -       (3.4)
                                            ---------  ---------
Net income attributable to
W.R. Grace & Co. shareholders                  $51.0      $19.3
                                            =========  =========

W.R. Grace & Co. and Subsidiaries
Consolidated Statements of Cash Flows         Six Months Ended
(Unaudited)                                  June 30,   June 30,
=====================================        =========  =========
Amounts in millions                            2010       2009
-------------------                         ---------  ---------

OPERATING ACTIVITIES
Net income (loss)                              $107.6     ($16.1)
Reconciliation to net cash provided by
(used for) operating activities:
Depreciation and amortization                    59.7       56.4
Income taxes (paid), net of refunds             (13.6)       0.4
Payments under defined benefit pension          (26.8)     (24.1)
Changes in assets and liabilities,
excluding effect of foreign currency
translation:
Trade accounts receivable                     (49.2)      10.7
Inventories                                   (33.7)      80.4
Accounts payable                               35.6       (8.8)
Other accruals and non-cash items               3.7       19.7
                                            ---------  ---------
Net cash provided by (used for)
operating activities                           83.3      118.6

INVESTING ACTIVITIES
Capital expenditures                           (42.2)     (36.5)
Proceeds from termination of
life insurance policies, net                      -       68.8
Transfer to restricted cash related to
letter of credit facility                     (81.5)         -
Proceeds from sales of investment securities       -        8.3
Other investing activities                       0.5        4.0
                                           ---------  ---------
Net cash provided by (used for)
investing activities                         (123.2)      44.6

FINANCING ACTIVITIES
Dividends paid to non-controlling interests        -      (13.7)
Net repayments under credit arrangements        (5.2)      (5.0)
Proceeds from exercise of stock options          6.8          -
Other financing activities                       1.1       (0.9)
                                           ---------  ---------
Net cash (used for) financing activities         2.7      (19.6)

Effect of currency exchange rate changes
on cash and cash equivalents                  (14.2)       4.0
                                           ---------  ---------
Increase (Decrease) in cash &
cash equivalents                              (51.4)     147.6
Cash and cash equivalents,
beginning of period                           893.0      460.1
                                           ---------  ---------
Cash and cash equivalents, end of period      $841.6     $607.7
                                           =========  =========

                          About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura

Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock &
Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace and its debtor affiliates, with the support of the
Official Committee of Asbestos Personal Injury Claimants, the
Asbestos PI Future Claimants' Representative and the Official
Committee of Equity Security Holders, have submitted a proposed
Chapter 11 plan of reorganization.  The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  The Plan confirmation hearing
wrapped up on January 25.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


W.R. GRACE: ZAI U.S. Counsel Awarded C$2 Million in Admin. Fees
---------------------------------------------------------------
Judge Judith K. Fitzgerald of the U.S. Bankruptcy Court for the
District of Delaware awarded Lauzon Belanger S.E.N.C.R.L. and
Scarfone Hawkins LLP an aggregate amount of C$2,000,000 for
administrative expenses -- consisting of legal fees and
disbursements -- incurred by the Representative Counsel for the
period from October 1, 2004, through August 31, 2008.

Lauzon and Scarfone are special counsel to represent in the U.S.
Chapter 11 proceedings the interests of parties asserting claims
relating to Zonolite Attic Insulation manufactured by W.R. Grace &
Co. in Canada.

The Court directed the Debtors to distribute the Allowed
Administrative Fees to Lauzon and Scarfone, as reasonably
following the effective date of the Joint Chapter 11 Plan of
Reorganization, as amended.

                          About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura

Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock &
Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace and its debtor affiliates, with the support of the
Official Committee of Asbestos Personal Injury Claimants, the
Asbestos PI Future Claimants' Representative and the Official
Committee of Equity Security Holders, have submitted a proposed
Chapter 11 plan of reorganization.  The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  The Plan confirmation hearing
wrapped up on January 25.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


* Lowenstein Sandler Taps Norman Kinel as Partner
-------------------------------------------------
Lowenstein Sandler announced Monday that Norman N. Kinel joins the
firm as a partner in its Bankruptcy, Financial Reorganization &
Creditors' Rights Group.  Mr. Kinel will be resident in the firm's
New York office.

Mr. Kinel has a vast range of experience in bankruptcy law,
representing debtors, creditors, bondholders, trustees and
committees of creditors, equity holders and retirees.  During the
course of his 27-year career as a bankruptcy lawyer, Mr. Kinel has
been involved in some of the largest and most complex bankruptcy
cases in the country, including the representation of the Official
Committee of Equity Security Holders in the Adelphia
Communications case and the Official Committee of Unsecured
Creditors in the 360networks (USA) Inc. case.  Most recently,
Mr. Kinel represented the Official Committee of Unsecured
Creditors in the high-profile Tavern on the Green case as well as
creditors in the Lehman Brothers and Chrysler Corporation cases.
Mr. Kinel has also represented debtors in such cases as Rocky
Mountain Helicopters, Inc., Robotic Visions Systems, Inc., The
1031 Tax Group LLC and Federal Mogul, Inc.  His experience
includes all aspects of complex bankruptcy litigation and
bankruptcy appeals, as well as asset sales and mergers and
acquisitions in the bankruptcy context.

"We are continuing to see strong demand for legal services in the
area of bankruptcy and restructuring," said Gary M. Wingens,
Managing Director, Lowenstein Sandler. "Norman's wealth of
experience and his national reputation bring immediate value to
the firm and its clients, and his background complements the
firm's robust Bankruptcy, Financial Reorganization & Creditor
Rights Group."

"Lowenstein Sandler is a nationally recognized firm and leader in
bankruptcy law," said Mr. Kinel.  "I am delighted to join this
dynamic team of attorneys whom I have known and admired throughout
my career.  Formerly a partner at Duval & Stachenfeld LLP, Mr.
Kinel is a noted and frequent author and commentator on bankruptcy
law issues.  He received his J.D. from The American University,
Washington College of Law and a B.A. from Yeshiva University.

                      About Lowenstein Sandler

Lowenstein Sandler PC is a nationally recognized corporate law
firm with offices in New York, Palo Alto and Roseland, with
approximately 250 attorneys providing a full range of legal
services.  The firm's commitment to its clients is demonstrated
through its client-centered, service-oriented culture. Lowenstein
Sandler attorneys are regularly recognized for excellence by
clients and peers in national publications, including The Best
Lawyers in America, Chambers USA: America's Leading Lawyers for
Business and The Legal 500.


* Vault.Com Names Weil Gotshal No. 1 Bankruptcy Law Firm
--------------------------------------------------------
Vault.com has released its Practice Area Rankings for 2011,
examining how law firms fare areas ranging from Appellate
Litigation to Tax.  When it came to Bankruptcy Law, Weil, Gotshal
& Manges was the firm ranked highest in the field by associates.

To determine the Vault Practice Area Rankings, over 15,000 law
associates were able to vote for up to three firms in their own
practice area, but were not permitted to vote for their own firm.
Self-identified corporate associates were allowed to vote only in
the corporate-related categories; litigators were allowed to vote
in the litigation categories, and so on.  Vault's rankings
indicate the top firms in each area, as well the total percentage
of votes, offering law students and laterals a tool to aid in
their career search.

"Aspiring trial lawyers are looking for the best litigation
departments; would-be corporate rainmakers want to know which are
the hottest M&A shops.  For the savviest law students and lateral
associates, the choice of an employer involves considering an
array of factors, and none is more important than specific
practice area prowess," said Vault.com Managing Editor Brian
Dalton.

The Top 10 Bankruptcy Law Firms Are:

1.      Weil, Gotshal & Manges
2.      Kirkland & Ellis
3.      Skadden, Arps, Slate, Meagher & Flom
4.      Jones Day
5.      Milbank, Tweed, Hadley & McCloy
6.      Wachtell Lipton Rosen & Katz
7.      Akin Gump Strauss Hauer & Feld
8.      Cadwalader, Wickersham & Taft
9.      Davis Polk & Wardwell
10.  White & Case

According to survey responders Weil Gotshal & Manges was ranked
No. 1 because "Where else would you want to be during the great
recession?"

The Vault Practice Area Rankings have been released as part of a
month-long rollout of the 2011 Vault Law 100 Rankings that began
on July 20, 2010.  The rankings are considered the "bible" for law
students, associates, partners and law firm recruiters, and a
detailed perspective on the criteria considered by candidates when
evaluating law firms.

View the Complete Practice Area Rankings at:

                 http://ResearchArchives.com/t/s?6723

Vault.com is the source for employer and university rankings,
ratings and insight for highly credentialed, in-demand candidates.
Vault's editorial mission is to provide the research required by
candidates to evaluate professions, industries, educational
pathways, and top companies.  Vault ratings and rankings inform
candidates' analysis of companies and allow direct comparison
between potential employers in such high value industries as law,
banking, consulting and accounting.  Vault's customers include
Fortune 1000 advertisers and recruiters, the country's top
universities and graduate schools and 8 million consumers
worldwide.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------

Aug. 3, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Atlanta Consumer Bankruptcy Skills Training
        Georgia State Bar Building, Atlanta, Ga.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 5-7, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Workshop
        Hyatt Regency Chesapeake Bay, Cambridge, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 11-14, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Hawai.i Bankruptcy Workshop
        The Fairmont Orchid, Big Island, Hawaii
           Contact: 1-703-739-0800; http://www.abiworld.org/

Sept. 14, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     ABI/NYIC Golf and Tennis Fundraiser
        Maplewood Golf Club, Maplewood, N.J.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Sept. 20, 2010 (tentative)
  AMERICAN BANKRUPTCY INSTITUTE
     Complex Financial Restructuring Program
        Fordham Law School, New York, N.Y.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Sept. 23-25, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Southwest Bankruptcy Conference
        Four Seasons Las Vegas, Las Vegas, Nev.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 1, 2010 (tentative)
  AMERICAN BANKRUPTCY INSTITUTE
     ABI/UMKC Midwestern Bankruptcy Institute
        Kansas City Marriott Downtown, Kansas City, Kan.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 6-8, 2010
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        JW Marriott Grande Lakes, Orlando, Florida
           Contact: http://www.turnaround.org/

Oct. 11, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Chicago Consumer Bankruptcy Conference
        Standard Club, Chicago, Ill.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 15, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     NCBJ/ABI Educational Program
        Hilton New Orleans Riverside, New Orleans, La.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 29, 2010 (tentative)
  AMERICAN BANKRUPTCY INSTITUTE
     International Insolvency Symposium
        The Savoy, London, England
           Contact: 1-703-739-0800; http://www.abiworld.org/

Nov. __, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Delaware Views from the Bench and Bankruptcy Bar
        Hotel du Pont, Wilmington, Del.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Nov. 11, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Detroit Consumer Bankruptcy Conference
        Hyatt Regency Dearborn, Dearborn, Mich.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Nov. 29, 2010
  RENAISSANCE AMERICAN MANAGEMENT, INC. & BEARD GROUP, INC.
     17th Annual Distressed Investing Conference
        The Helmsley Park Lane Hotel, New York City
           Contact: 1-903-595-3800;
                    http://www.renaissanceamerican.com/

Dec. 9-11, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Winter Leadership Conference
        Camelback Inn, a JW Marriott Resort & Spa,
        Scottsdale, Ariz.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Dec. 2-4, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     22nd Annual Winter Leadership Conference
        Camelback Inn, Scottsdale, Arizona
           Contact: 1-703-739-0800; http://www.abiworld.org/

Jan. 20-21, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Rocky Mountain Bankruptcy Conference
        Westin Tabor Center, Denver, Colo.
           Contact: 1-703-739-0800; http://www.abiworld.org/

January 26-28, 2011
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Distressed Investing Conference
        Aria Las Vegas
           Contact: http://www.turnaround.org/

Mar. 31-Apr. 3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center,
        National Harbor, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

June 9-12, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Central States Bankruptcy Workshop
        Grand Traverse Resort and Spa, Traverse City, Mich.
              Contact: http://www.abiworld.org/

July 21-24, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Northeast Bankruptcy Conference
        Hyatt Regency Newport, Newport, R.I.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 4-6, 2011  (tentative)
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Workshop
        Hotel Hershey, Hershey, Pa.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 14, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     NCBJ/ABI Educational Program
        Tampa Convention Center, Tampa, Fla.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 25-27, 2011
  TURNAROUND MANAGEMENT ASSOCIATION
     Hilton San Diego Bayfront, San Diego, CA
        Contact: http://www.turnaround.org/

Dec. 1-3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     23rd Annual Winter Leadership Conference
        La Quinta Resort & Spa, La Quinta, Calif.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Apr. 19-22, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center,
        National Harbor, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 14-17, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Workshop
        The Ritz-Carlton Amelia Island, Amelia Island, Fla.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 2-4, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Workshop
        Hyatt Regency Chesapeake Bay, Cambridge, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Nov. 29 - Dec. 2, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Winter Leadership Conference
        JW Marriott Starr Pass Resort & Spa, Tucson, Ariz.
           Contact: 1-703-739-0800; http://www.abiworld.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.

Last Updated: July 15, 2010



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Howard
C. Tolentino, Joseph Medel C. Martirez, Denise Marie Varquez,
Philline Reluya, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2010.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


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