TCR_Public/130506.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

               Monday, May 6, 2013, Vol. 17, No. 124

                            Headlines

ADVANCED INTERACTIVE: Simulator Maker Auction Set for June 4
ALHAMBRA RESOURCES: Commission Issues Management Cease Trade Order
ALLBRITTON COMMUNICATIONS: S&P Puts 'B+' CCR on Watch Negative
ALLIED IRISH: To Issue Interim Management Statement on May 7
ALLY FINANCIAL: Reports $1.1 Billion Net Income in First Quarter

AMARU INC: Copy of Wilson Morgan's Letter
AMBAC FIN'L: Emerges From Chapter 11; Admin. Claims Due June 17
AMBAC FIN'L: Wins Approval of Tax Sharing Agreement
AMBAC FIN'L: Lemonides Agreement Filed Under Seal
AMBAC FIN'L: AAC Surplus Notes' Interest Payment Denied

AMBAC FINANCIAL: Registers New Common Stock with SEC
AMERICAN AIRLINES: Wins Approval for K&L Gates as Special Counsel
AMERICAN AIRLINES: Covington, Yetter May Provide Add'l Services
AMERICAN AIRLINES: Committee Revises Terms of Moelis Agreement
AMERICAN AIRLINES: Aeritas Wants to Pursue Infringement Claims

AMERICAN POWER: Shareholders Elect Three Directors
APOLLO MEDICAL: Incurs $8.9 Million Net Loss in Fiscal 2013
ARCAPITA BANK: Seeks Add'l Facilities of $350MM from Goldman Sachs
ARNOLD HOLDINGS: Court Overrules Objection to Midfirst Claim
ASG CONSOLIDATED: S&P Retains 'B-' Corporate Credit Rating

ASPEN GROUP: Registers 2.5 Million Common Shares
ATARI INC: Creditors Win Nod to Investigate Parent, Alden
ATP OIL: Planned Lease Sale May Create Enviro Hazards, Feds Say
BADGER HOLDING: S&P Assigns Preliminary 'B+' CCR; Outlook Negative
BERNARD L. MADOFF: Swamps All Other SIPC Liquidations Combined

BERRY PETROLEUM: S&P Retains 'BB-' CCR on CreditWatch Negative
BEST UNION: Hires Robert Chang as Accountant
BIOZONE PHARMACEUTICALS: Sells 600,000 Units for $150,000
BIRDSALL SERVICES: Trustee Proposes Paying Retention Bonuses
BROADVIEW NETWORKS: Amends $128.8MM Notes Resale Prospectus

BRUNSWICK CORP: S&P Hikes Corporate Credit Rating to 'BB'
CAESARS ENTERTAINMENT: Incurs $216.7 Million Net Loss in Q1
CALPINE CONSTRUCTION: S&P Rates Planned $1.2-Bil. Term Loan 'BB'
CAPITAL AUTOMOTIVE: S&P Raises Rating on First Lien Loan to 'BB-'
CAREMERICA INC: Court Rules in Avoidance Suit v. First Eastern

CENTURY PLAZA: Court Sets June 3 Disclosure Statement Hearing
CHARLES GROGAN: Fails to Confirm Plan for Silver Bells Tree Farm
CHOCTAW RESORT: Moody's Revises Ratings Outlook to Positive
CHRYSLER LLC: Court Dismisses Customer's Suit
CNC PAYROLL: Texas Judge Won't Remove Smith as Chapter 7 Trustee

COACH AMERICA: Bridgestone Asks Judge Not to Dismiss Case
CODA HOLDINGS: Meeting to Form Creditors' Panel on May 10
CODA HOLDINGS: Case Summary & 30 Largest Unsecured Creditors
COMMONWEALTH GROUP: Court Sets June 13 Plan Confirmation Hearing
CPI CORP: Employments of Officers and Directors Terminated

D & L ENERGY: Section 341(a) Meeting Set on June 7
DENNY'S CORP: Files Form 10-Q, Reports $7.1MM Net Income in Q1
DESERT LAND: Dist. Judge Certifies Ruling to Allow Appeal
DEWEY & LEBOEUF: Execs Say $20MM Settlement Leaves Firm Vulnerable
EAST END DEVELOPMENT: Further Amends Chapter 11 Plan Documents

EASTMAN KODAK: Amends 2012 Annual Report
EASTMAN KODAK: Wins Court Approval to Assume Windsor Contract
EASTMAN KODAK: Cancels Sale of Scanner Biz. to Brother Industries
EASTMAN KODAK: Gets Extension to Object to Sec. 503(b)(9) Claims
EASTMAN KODAK: Seeks Court Approval to Expand E&Y Services

EDENOR SA: Incurs ARS1 Billion Net Loss in 2012
EDISON MISSION: More Affiliates File for Chapter 11
ENDEAVOUR INTERNATIONAL: Deed of Grant of Payment with Cidoval
EQUIPOWER RESOURCES: S&P Assigns Prelim. BB Rating to $610MM Loan
GENERAL MOTORS: Old GM Judge Nixes Trust's Bid for $13.5-Mil.

GLAZIER GROUP: GECC Entitled to $702K in Pre-Confirmation Fees
GLYECO INC: Estimates $10MM-$12MM of Revenues for 2013
GREAT BASIN: Tentatively Sells Nevada Hollister Gold Mine
GUIDED THERAPEUTICS: LuViva Clinical Results to be Published
HARROGATE INC: Fitch Affirms 'BB+' Rating on $12.6-Mil. Bonds

HERCULES OFFSHORE: To Repurchase Outstanding 3.375% Conv. Notes
HORIZON LINES: Incurs $20.3 Million Net Loss in First Quarter
ID PERFUMES: Registers Common Stock with SEC
IDERA PHARMACEUTICALS: Amends $15-Mil. Common Shares Prospectus
INFINITY ENERGY: Borrows $250,000 From Private Lenders

ION GEOPHYSICAL: S&P Assigns 'B+' CCR & Rates $175MM Notes 'B+'
J.C. PENNEY: Has Tender Offer for 7-1/8% Debentures Due 2023
JAMES RIVER: Incurs $42.1 Million Net Loss in First Quarter
JEFFERSON COUNTY, AL: New Legal Chief Steps Aside
JUMP OIL: Bid Procedures Approved; June 24 Sale Hearing Set

KIK CUSTOM: Moody's Rates $220-Mil. Second Lien Term Loan 'Caa2'
LANDRY'S INC: Moody's Assigns 'B3' Rating to New $235MM Sr. Notes
LEGENDS GAMING: Seeks Extension of Exclusive Solicitation Period
LEGENDS GAMING: Has Authority to Pay $779,000 in Employee Bonuses
LEHMAN BROTHERS: Sues Intel Alleging Breach of $1-Bil. Swap Deal

LEHMAN BROTHERS: Providing Test Case on Member-Fee Issue
LIBERACE FOUNDATION: Can Hire Nedda Ghandi as Attorney
LIBERTY MEDICAL: Section 341(a) Meeting Scheduled for May 17
MACROSOLVE INC: Reports $218,000 Net Income in First Quarter
METROPCS COMMUNICATIONS: S&P Raises CCR to 'BB'; Outlook Stable

MF GLOBAL: Court Approves New Plan Provision to Create Trust
MOUNTAIN CHINA: Delays Filing of Annual Financial Statements
MPG OFFICE: Copies of Presentations with Employees
NAVISTAR INTERNATIONAL: To Present at 2013 Wells Fargo Conference
NEOMEDIA TECHNOLOGIES: StarkSchenkein Replaces K&C as Accountants

NEWLAND INTERNATIONAL: Case Summary & Creditors List
NEWLEAD HOLDINGS: Delays Annual Report for 2012
NEW YORK SATELLITE INDUSTRIES: Owner Lied to Bankruptcy Court
NKL ENTERPRISES: District Judge Won't Undo Foreclosure Sale
NNN CYPRESSWOOD: Plan Outline Hearing Continued to May 22

NORTEL NETWORKS: Fight for $7-Bil. Slowed by Appeal, Lawyers Say
OLYMPIC HOLDINGS: Hearing on Plan Outline, Stay Motion May 22
ON ASSIGNMENT: S&P Assigns 'BB-' Rating to $500MM Secured Debt
PATRIOT COAL: Amends 2012 Annual Report
PLAYBOY ENTERPRISES: S&P Raises CCR to 'B-'; Outlook Stable

PICACHO HILLS UTILITY: Receiver Loses Bid to Dismiss Ch. 11 Case
PLAZA RESORT AT PALMAS: Judge Won't Reconsider Perimetro Ruling
PMI GROUP: Disclosure Statement Hearing Set on June 5
PUBLIC MEDIA: 'LA Law' Star's Former Production Co. Hits Ch. 7
QUANTUM FUEL: To Appeal NASDAQ's Delisting Determination

RASER TECHNOLOGIES: Court Dismisses Securities Suit vs. Ex-D&Os
REALOGY CORP: Incurs $74 Million Net Loss in First Quarter
RENTPATH INC: Dividend Re-Cap Prompts Moody's to Lower CFR to B2
RENTPATH INC: S&P Assigns 'B' Rating to $470MM Sr. Secured Debt
RESIDENTIAL CAPITAL: Parties Disagree on Whether Agreement Is Near

RESIDENTIAL CAPITAL: Nevada Judge Dismisses "Kalenowski" Suit
REVEL AC: Has Authority to Employ Ernst & Young as Auditor
ROTECH HEALTHCARE: 5 Members Appointed to Equity Committee
ROTECH HEALTHCARE: BOD Committee Taps Davis Polk as Counsel
SBM CERTIFICATE: Section 341(a) Meeting Set on June 3

SCHOOL SPECIALTY: Creditors Appeal $24MM 'Make-Whole' Penalty
SCHOOL SPECIALTY: Amends ABL DIP Terms to Extend Plan Milestone
SCOOTER STORE: U.S. Trustee Appoints 5-Member Creditors Panel
SCOOTER STORE: Hires Morgan, Lewis as Counsel
SCOOTER STORE: Hires Stargatt & Taylor as Attorneys

SCOOTER STORE: Section 341(a) Meeting Set on May 21
SEA HORSE REALTY: Court Won't Review Judgment v. CitiMortgage
SEACOR HOLDINGS: S&P Lowers Corp. Credit Rating to 'BB-'
SEARS HOLDINGS: Stockholders Elect Six Directors
SEVEN GENERATIONS: S&P Assigns 'B-' CCR & Rates $250MM Debt 'CCC'

SHILO INN: Case Summary & 8 Largest Unsecured Creditors
SIRIUS XM: Proposed $500MM Secured Notes Gets Moody's 'B1' Rating
SIRIUS XM: S&P Assigns 'BB' Rating to $500MM Senior Notes Due 2020
SOLAR POWER: Has Office Lease Agreement with BEP Roseville
STOCKTON, CA: Reaches Debt Settlement with Ambac

SUNTECH POWER: To Delay Full-Year 2012 Results
SWISS CHALET: Puerto Rico Judge Won't Reconsider Prior Order
SYNAGRO TECHNOLOGIES: Meeting to Form Creditors' Panel on May 6
T SORRENTO: To Present Plan for Confirmation in July
T3 MOTION: Board OKs 25,000 Stock Options to Directors

TENNVADA HOLDINGS: Frey Irrevocable Trust's Appeal Dismissed
TIMEGATE STUDIOS: Game Developer Files for Sale to Current Owners
TITAN PHARMACEUTICALS: FDA Denies NDA for Probuphine(R)
TRAVELPORT LIMITED: Douglas M. Steenland Named Board Chairman
TRIBUNE CO: Court Rejects Dombeck's $50,000 Claim

TRINITY COAL: Section 341(a) Meeting Set on June 14
TRINITY COAL: Has Final OK to Enter Into $15MM Secured DIP Credit
TRY US: District Court Affirms $1.02 Million Realco Claim
UNDERGROUND ENERGY: Receives Management Cease Trade Order
UNIGENE LABORATORIES: Inks Transition Agreement with Enteris

UNITED CONTINENTAL: Moody's Rates $300MM Sr. Unsecured Notes 'B2'
UNITED CONTINENTAL: S&P Rates $300MM Senior Unsecured Notes 'B'
US XPRESS: S&P Places 'B-' Corp. Credit Rating on Watch Negative
USA COMMERCIAL: Judge Rules in Lenders' Suit v. Compass USA
VISUALANT INC: Has Option to Buy 4-Mil. Shares From Ascendiant

VPR OPERATING: Creditors Say CEO's Missteps Warrant Ch. 11 Trustee
WALLACE & GALE: Maryland Appeals Court Flips Rulings v. Trust
WARNER SPRINGS: Sells Resort to Pacific Hospitality
WATERFRONT OFFICE: Section 341(a) Meeting Postponed to May 13
WORLDSPACE INC: To Pay $2.4-Mil. to Settle Fraud Suit

XINERGY CORP: S& Withdraws 'CCC' Corporate Credit Rating

* Dividend Recaps No Impact on Investor Recoveries During Default

* Moody's: Programming Costs to Impact Smaller US Cable Operators
* S&P: Withdraws 67 Ratings on 14 U.S. RMBS Transactions

* BOND PRICING: For Week From April 29 to May 3, 2013

                            *********

ADVANCED INTERACTIVE: Simulator Maker Auction Set for June 4
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the trustee for Advanced Interactive Systems Inc. won
approval to conduct an auction on June 4.  No buyer is under
contract.  Bids are due initially by May 30.  The hearing for
approval of sale will take place on June 5 in U.S. Bankruptcy
Court in Delaware.

The trustee has a court-approved settlement with Kayne Anderson
where some sale proceeds will go to unsecured creditors.

Advanced Interactive Systems Inc. filed a Chapter 7 petition
(Bankr. D. Del. Case No. 13-10517) on March 14, 2013.  The Debtor
estimated assets of $10 million to $50 million and liabilities of
at least $50 million.  The Debtor is represented by Jason M.
Madron, Esq., at Richards, Layton & Finger, P.A.


ALHAMBRA RESOURCES: Commission Issues Management Cease Trade Order
------------------------------------------------------------------
Alhambra Resources Ltd. on May 2 disclosed that a temporary
Management Cease Trade Order has been issued by the Alberta
Securities Commission against the Corporation's Chief Executive
Officer and Chief Financial Officer as opposed to a general cease
trade order against the Corporation.  This MCTO prohibits trading
in securities of the Corporation, whether directly or indirectly,
by these individuals.

As summarized in Alhambra's News Release dated April 19, 2013,
this action was expected due to the delay in filing its 2012
annual audited financial statements, management's discussion and
analysis and CEO and CFO certificates.

Should Alhambra fail to file its 2012 Annual Audited Financial
Statements on or before June 30, 2013, the ASC can impose a cease
trade order on Alhambra such that all trading in securities of the
Corporation cease for such period as the ASC may deem appropriate.

Pursuant to the requirements of Section 4.4 of National Policy 12-
203 - Alternative Information Guidelines ("AIG"), the Corporation
reports the following:

        (i) There have been no material changes to the information
contained in the Default Notice and the Corporation expects to
file its 2012 Annual Audited Financial Statements on or before
June 30, 2013;

        (ii) There have been no failures with respect to the
Corporation fulfilling its stated intention of satisfying the
requirements of the AIG;

        (iii) There has not been, nor is there anticipated to be,
any specified default subsequent to the default which is the
subject of the Default Notice; and,

        (iv) There is no other material information about the
affairs of the Corporation that has not otherwise been reported.

                          About Alhambra

Headquartered in Calgary, Canada, Alhambra Resources Ltd. --
http://www.alhambraresources.com-- is an international
exploration and production corporation producing gold in
Kazakhstan.


ALLBRITTON COMMUNICATIONS: S&P Puts 'B+' CCR on Watch Negative
--------------------------------------------------------------
Standard & Poor's Ratings Services placed all ratings, including
the 'B+' corporate credit rating, on Arlington, Va.-based TV
broadcaster Allbritton Communications Co. on CreditWatch with
negative implications.

The CreditWatch listing is in response to the company's
announcement that it is exploring strategic alternatives, which
may include a sale of the company.  Although the company has not
made a decision to pursue any specific transaction, the decision
results in considerable uncertainty regarding Allbritton's future
financial strategy.  S&P believes that the sale of the company
could releverage the balance sheet and cause deterioration in
Allbritton's financial risk profile, especially if the new owner
is a financial investor.  Even if a sale of the company doesn't
occur, the company could seek further dividend distributions.

The company is owned and operated by the Allbritton family through
Perpetual Corp.  Significant distributions to Perpetual
historically have put a strain on the company's credit metrics.
Allbritton's credit agreement does not permit the payment of cash
dividends if the company's leverage ratio is above 6.75x (per the
covenant calculation).  Based on this calculation, the company's
leverage was 4.2x as of Dec. 31, 2012.

In resolving S&P's CreditWatch listing, it will evaluate the
business and financial strategies of the new owner if the company
is sold, and will assess the resulting financial risk profile.  In
the event that the company is not sold, S&P will assess the
company's financial policy to determine the likelihood of
releveraging the balance sheet to pay dividends.


ALLIED IRISH: To Issue Interim Management Statement on May 7
------------------------------------------------------------
Allied Irish Banks, p.l.c., will issue an Interim Management
Statement at 7 a.m. on Tuesday May 7, 2013.  This release will be
available on the Company's Web site http://is.gd/2YoWHC


                     About Allied Irish Banks

Allied Irish Banks, p.l.c. -- http://www.aibgroup.com/-- is a
major commercial bank based in Ireland.  It has an extensive
branch network across the country, a head office in Dublin and a
capital markets operation based in the International Financial
Services Centre in Dublin.  AIB also has retail and corporate
businesses in the UK, offices in Europe and a subsidiary company
in the Isle of Man and Jersey (Channel Islands).

Since the onset of the global and Irish financial crisis, AIB's
relationship with the Irish Government has changed significantly.

As at Dec. 31, 2010, the Government, through the National Pension
Reserve Fund Commission ("NPRFC"), held 49.9% of the ordinary
shares of the Company (the share of the voting rights at
shareholders' general meetings), 10,489,899,564 convertible non-
voting ("CNV") shares and 3.5 billion 2009 Preference Shares.  On
April 8, 2011, the NPRFC converted the total outstanding amount of
CNV shares into 10,489,899,564 ordinary shares of AIB, thereby
increasing its holding to 92.8% of the ordinary share capital.

In addition to its shareholders' interests, the Government's
relationship with AIB is reflected through formal and informal
oversight by the Minister and the Department of Finance and the
Central Bank of Ireland, representation on the Board of Directors
(three non-executive directors are Government nominees),
participation in NAMA, and otherwise.

The Company reported a loss of EUR2.29 billion in 2011, a loss of
EUR10.16 billion in 2010, and a loss of EUR2.33 billion in 2009.

Allied Irish's consolidated statement of financial position for
the year ended Dec. 31, 2011, showed EUR136.65 billion in total
assets, EUR122.18 billion in total liabilities and EUR14.46
billion in shareholders' equity.

Allied Irish's balance sheet at June 30, 2012, showed EUR129.85
billion in total assets, EUR116.59 billion in total liabilities
and EUR13.26 billion in total shareholders' equity.


ALLY FINANCIAL: Reports $1.1 Billion Net Income in First Quarter
----------------------------------------------------------------
Ally Financial Inc. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
of $1.09 billion on $1.95 billion of total financing revenue and
other interest income for the three months ended March 31, 2013,
as compared with net income of $310 million on $1.71 billion of
total financial revenue and other interest income for the same
period during the prior year.

The Company's balance sheet at March 31, 2013, showed $166.19
billion in total assets, $145.72 billion in total liabilities and
$20.47 billion in total equity.

"The first four months of the year reflected significant progress
on the strategic transformation of Ally," said Chief Executive
Officer Michael A. Carpenter.  "The majority of the international
businesses have been sold, and Ally received more than 70 percent
of the total expected proceeds.  In addition, Ally has exited the
remaining mortgage businesses through the sales of the mortgage
servicing rights and the business lending operation.  These are
key steps in our path toward further strengthening the company,
maximizing shareholder value and returning the remaining
investment to the U.S. taxpayer."

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

                        http://is.gd/0RHEbB

                        About Ally Financial

Ally Financial Inc., formerly GMAC Inc. -- http://www.ally.com/--
is one of the world's largest automotive financial services
companies.  The company 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.  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%.

Ally Financial Inc. reported net income of $1.19 billion for the
year ended Dec. 31, 2012, as compared with a net loss of $157
million during the prior year.

                           *     *     *

As reported by the TCR on Feb. 27, 2013, Moody's Investors Service
confirmed the B1 corporate family and senior unsecured ratings of
Ally Financial, Inc. and supported subsidiaries and assigned a
positive rating outlook.

In February 2012, Fitch Ratings downgraded the long-term Issuer
Default Rating (IDR) and the senior unsecured debt rating of Ally
Financial and its subsidiaries to 'BB-' from 'BB'.  The Rating
Outlook is Negative.  The downgrade primarily reflects
deteriorating operating trends in ResCap, which has continued to
be a drag on Ally's consolidated credit profile, as well as
exposure to contingent mortgage-related rep and warranty and
litigation issues tied to ResCap, which could potentially impact
Ally's capital and liquidity levels.  In the Feb. 13, 2013,
edition of the TCR, Fitch Ratings has maintained the Rating Watch
Negative on Ally Financial Inc. including the Long-term IDR 'BB-'.

As reported by the Troubled Company Reporter on May 22, 2012,
Standard & Poor's Ratings Services revised its outlook on Ally
Financial Inc. to positive from stable.  At the same time,
Standard & Poor's affirmed its ratings, including its 'B+' long-
term counterparty credit and 'C' short-term ratings, on Ally.
"The outlook revision reflects our view of potentially favorable
implications for Ally's credit profile arising from measures the
company announced May 14, 2012, designed to resolve issues
relating to Residential Capital LLC, Ally's troubled mortgage
subsidiary," said Standard & Poor's credit analyst Tom Connell.

In the May 28, 2012 edition of the TCR, DBRS, Inc., has placed the
ratings of Ally and certain related subsidiaries, including its
Issuer and Long-Term Debt rating of BB (low), Under Review
Developing.  This rating action follows the decision by Ally's
wholly owned mortgage subsidiary, Residential Capital to file a
pre-packaged bankruptcy plan under Chapter 11 of the U.S.
Bankruptcy Code.


AMARU INC: Copy of Wilson Morgan's Letter
-----------------------------------------
Wilson Morgan, L.L.P., sent to the U.S. Securities and Exchange
Commission a letter dated April 30, 2013, confirming that it has
reviewed Item 4.02 of Amaru, Inc.'s Form 8-K dated April 23, 2013,
captioned "Non-Reliance on Previously Issued Financial Statements
or a Related Audit Report of Completed Interim Review" and it
agrees with the statements made therein.

The Board of Directors of Amaru was notified by Wilson Morgan ,
its previous independent registered public accounting firm who
issued the audit report for the Company's fiscal year ended
Dec. 31, 2011, that they were withdrawing their audit report for
the fiscal year ended Dec. 31, 2011, and that said audit report
should no longer be relied upon.

WM stated that when they were contacted in March 2013 by Wei Wei &
Co., LLP, the Company's current independent registered public
accounting firm, in connection with the audit of the financial
statements for the fiscal year ended Dec. 31, 2012, to review
certain workpapers from the audit of the 2011 Financial Statements
and to obtain their consent for the inclusion of the 2011
Financial Statements in the Company's annual report on Form 10-K,
WM discovered that significant workpapers for the audit of the
2011 Financial Statements were missing from their audit file.  WM
also informed the Company that they discovered that there was not
a second partner, or "concurring" review, of the audit prior to
the issuance of the audit report.

The Company's management has discussed the matters with the Board
of Directors and the members of the Audit Committee of the
Company, and the Company's independent registered public
accounting firm Wei Wei & Co., LLP.  The new audit of the fiscal
year ended Dec. 31, 2011, will be performed by Wei Wei & Co., LLP.
WM agreed to cover the full cost of that audit, including, any
other related filing, legal and other fees and expenses.  The
Company will file an amended Form 10-K for the fiscal year 2011
and any amended quarterly reports as may be required.

                          About Amaru Inc.

Singapore-based Amaru, Inc., a Nevada corporation, is in the
business of broadband entertainment-on-demand, streaming via
computers, television sets, PDAs (Personal Digital Assistant) and
the provision of broadband services.  The Company's business
includes channel and program sponsorship (advertising and
branding); online subscriptions, channel/portal development
(digital programming services); content aggregation and
syndication, broadband consulting services, broadband hosting and
streaming services and E-commerce.

After auditing the 2011 results, Wilson Morgan, LLP, in Irvine,
California, noted that the Company has sustained accumulated
losses from operations totalling $40.7 million at Dec. 31, 2011.
This condition and the Company's lack of significant revenue,
raise substantial doubt about the Company's ability to continue as
going concern, the auditors said.

Amaru reported a net loss from operations of $1.37 million in
2011, compared with a net loss from operations of $1.50 million in
2010.  The Company's balance sheet at Sept. 30, 2012, showed $3.28
million in total assets, $3.08 million in total liabilities and
$195,261 in total stockholders' equity.


AMBAC FIN'L: Emerges From Chapter 11; Admin. Claims Due June 17
---------------------------------------------------------------
Ambac Financial Group, Inc.'s Second Modified Fifth Amended Plan
of Reorganization has been declared effective on May 1, 2013,
marking the completion of Ambac's financial restructuring and its
emergence from Chapter 11 bankruptcy protection.

All conditions precedent to consummation of the Plan have been
satisfied or waived, including Ambac obtaining bankruptcy court
approval of a $100+ million claims settlement with the Internal
Revenue Service.  The IRS deal was one of the last remaining
hurdles on Ambac's route to bankruptcy exit.

Under the terms of the restructuring, all allowed claims of
Ambac's former creditors were discharged and those creditors
received new common stock, and in certain instances, new
warrants, issued by the reorganized company.  Ambac earlier
related that it was to distribute 45,000,000 new common shares
and 5,047,138 new warrants to holders of allowed claims, in full
and final satisfaction of those claims, on the Effective Date.
Ambac's new common stock and warrants are listed on the NASDAQ
Global Select Market under the ticker symbols AMBC and AMBCW,
respectively.  All common stock of the Company in existence prior
to Ambac's emergence from bankruptcy has been cancelled.  Holders
of the existing stock have not, and will not, receive
distributions under the Plan.

The fifth version of the Plan was confirmed by the U.S. Bankruptcy
Court for the Southern District of New York on March 14, 2012.  On
April 29, 2013, Ambac filed a first modified and second modified
version of the Confirmed Plan, to reflect details of an amended
tax sharing agreement, among other things.

Another modification added to the Plan, with the Court's consent,
provides that in the event a person nominated to the new board by
the Official Committee of Unsecured Creditors or the Informal
Group becomes incapable or unable to serve as director, the
Committee will designate a replacement nominee.

Full-text copies of the modified versions of the Confirmed Ambac
Plan, as well as the amended Tax Sharing Agreement, are available
for free at:

       http://bankrupt.com/misc/AMBAC_1stMod5thAmdPlan.PDF
       http://bankrupt.com/misc/AMBAC_2ndMod5thAmdPlan.PDF

Ambac President Diana Adams said in a press release, "I would
like thank all of those who dedicated so much time and effort,
including our employees and advisors, in helping us complete our
restructuring.  This is an exciting day and the start of a new
chapter for all of us at Ambac.  We emerge with a stronger
balance sheet and a commitment to a successful future.  Looking
forward, we expect to pursue a number of new initiatives and
identify the best opportunities for Ambac and our stakeholders."

                            Bar Dates

In relation to the occurrence of the Plan Effective Date, all
requests for payment of administrative claims must be filed and
served on the Reorganized Debtor no later than June 17, 2013.

All entities holding claims for accrued professional compensation
must be filed and served on the Reorganized Debtor no later than
July 1, 2013.

                         IRS Settlement

Ambac won bankruptcy court approval of a settlement agreement
designed to end its disputes with the IRS.  In an April 29 order,
Judge Shelley Chapman gave Ambac the green light to effectuate the
settlement that will resolve (i) Claim Nos. 3694 and 3699 filed by
the IRS, and (ii) Ambac's adversary proceeding against the United
States of America, on behalf of the IRS, Adv. Proc. No. 10-4210.

Ambac entered into the Settlement with the Official Committee of
Unsecured Creditors; the United States, on behalf of the IRS;
Ambac Assurance Corporation (AAC); the Segregated Account of
Ambac Assurance Corporation; and the Office of the Commissioner
of Insurance of the State of Wisconsin; in its capacities as
AAC's regulator and as rehabilitator of the Segregated Account.
The terms of the IRS Settlement were originally noted in an Offer
Letter dated February 24, 2012.

The IRS Settlement provides for a reduction of the IRS Claims and
for the dismissal of related litigation in exchange for payments
by Ambac, and AAC and/or the Segregated Account, and memorializes
compromises among the parties regarding Ambac's net operating
loss carry-forwards or NOLs.

Among the material terms of the IRS Settlement are that, upon
Ambac's execution of a closing agreement, the parties will move
to dismiss the IRS Adversary Proceeding.  The Adversary
Proceeding sought a declaration that Ambac and members of its
consolidated tax group have no tax liability for tax years 2003
through 2008, and that Ambac is entitled to retain the full
amount of about $708,115,835 in tax refunds it received from
carrying back losses resulting from credit default swap contracts.

The IRS Settlement further provides that the IRS Claims will be
allowed in the aggregate amount of $100+ million with priority
status.  Ambac will make a payment to the United States of $1.9
million, and AAC and/or the Segregated Account will pay the
United States $100.0 million.  Ambac will also pay additional
amounts based on payments, if any, received by Ambac from AAC
under the existing intercompany tax sharing agreement as a result
of AAC's utilization of certain NOLs.  In addition, the IRS
Settlement will limit Ambac's entitlement to claim any portion of
the disputed NOLs relating to its CDS contracts for the tax years
covered by the settlement to the extent such NOLs exceed $3.4
billion, resulting in a net reduction to Ambac's aggregate NOLs
of approximately $1.1 billion.

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

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

                      About Ambac Financial

Ambac Financial Group, Inc., headquartered in New York City, is a
holding company whose affiliates provided financial guarantees and
financial services to clients in both the public and private
sectors around the world.

Ambac Financial filed a voluntary petition for relief under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No.
10-15973) in Manhattan on Nov. 8, 2010.

Ambac's bond insurance unit, Ambac Assurance Corp., is being
restructured by state regulators in Wisconsin.  AAC is domiciled
in Wisconsin and regulated by the Office of the Commissioner of
Insurance of the State of Wisconsin.  The parent company is not
regulated by the OCI.

Bank of New York Mellon Corp., as trustee to seven different types
of notes, is listed as the largest unsecured creditor, with claims
totaling about US$1.62 billion.

The Blackstone Group LP is the Debtor's financial advisor.
Kurtzman Carson Consultants LLC is the claims and notice agent.
KPMG LLP is tax consultant to the Debtor.

Anthony Princi, Esq., Gary S. Lee, Esq., and Brett H. Miller,
Esq., at Morrison & Foerster LLP, in New York, serve as counsel
to the Official Committee of Unsecured Creditors.  Lazard Freres
& Co. LLC is the Committee's financial advisor.

Bankruptcy Judge Shelley C. Chapman entered an order confirming
the Fifth Amended Plan of Reorganization of Ambac Financial Group,
Inc. on March 14, 2012.  The Plan provides for the full payment of
secured claims and 8.5% to 13.2% recovery for general unsecured
claims.  Claims from the Internal Revenue Service prevented the
company from implementing the plan and emerging from bankruptcy.
Ambac said emergence from bankruptcy will occur "shortly after"
the IRS settlement is completed.

Bankruptcy Creditors' Service, Inc., publishes AMBAC BANKRUPTCY
NEWS.  The newsletter tracks the Chapter 11 proceeding undertaken
by Ambac Financial Group and the restructuring proceedings of
Ambac Assurance Corp. (http://bankrupt.com/newsstand/or 215/945-
7000).


AMBAC FIN'L: Wins Approval of Tax Sharing Agreement
---------------------------------------------------
Judge Shelley Chapman, in an April 29, 2013 order, allowed Ambac
Financial Group, Inc., to enter into another amendment of an
Amended Tax Sharing Agreement with Ambac Assurance Corporation.

AFG is the common parent of an affiliated group of companies that
files a single consolidated federal income tax return.  In July
1991, the Ambac Consolidated Group entered into a tax sharing
agreement, which specify the respective tax liabilities of each
affiliate.  Since then and just before AFG filed for bankruptcy,
the Agreement has been amended thrice.

Subsequently, as part of an amended Plan settlement for AFG, the
Consolidated Group entered into an amended and restated tax
sharing agreement, which provides for terms governing the
allocation of net operating losses or NOLs generated by the Group
-- this document version regarded to as the Amended TSA.

As it stood poised to exit bankruptcy, AFG, as part of the
Consolidated Group, sought yet again to amend the Amended TSA to
provide for the distribution of additional tax benefits arising
from the I.R.C. Section 166 Directive.

Pursuant to the Amendment, Reorganized AFG will cause the
Consolidated Group to file consolidated federal returns claiming
deductions permitted under the Section 166 Directive.  The tax
benefits of the Section 166 Directive NOLs will be divided
between Reorganized AFG and the AAC Subgroup on a fifty-fifty
basis.

A full-text copy of Amendment No. 1 to the Amended TSA is
available for free at:

      http://bankrupt.com/misc/AMBAC_TSAAmendmntNo1.PDF

AFG also sought and obtained the Court's authority to modify its
Confirmed Chapter 11 Plan to incorporate the Amendment.

                      About Ambac Financial

Ambac Financial Group, Inc., headquartered in New York City, is a
holding company whose affiliates provided financial guarantees and
financial services to clients in both the public and private
sectors around the world.

Ambac Financial filed a voluntary petition for relief under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No.
10-15973) in Manhattan on Nov. 8, 2010.

Ambac's bond insurance unit, Ambac Assurance Corp., is being
restructured by state regulators in Wisconsin.  AAC is domiciled
in Wisconsin and regulated by the Office of the Commissioner of
Insurance of the State of Wisconsin.  The parent company is not
regulated by the OCI.

Bank of New York Mellon Corp., as trustee to seven different types
of notes, is listed as the largest unsecured creditor, with claims
totaling about US$1.62 billion.

The Blackstone Group LP is the Debtor's financial advisor.
Kurtzman Carson Consultants LLC is the claims and notice agent.
KPMG LLP is tax consultant to the Debtor.

Anthony Princi, Esq., Gary S. Lee, Esq., and Brett H. Miller,
Esq., at Morrison & Foerster LLP, in New York, serve as counsel
to the Official Committee of Unsecured Creditors.  Lazard Freres
& Co. LLC is the Committee's financial advisor.

Bankruptcy Judge Shelley C. Chapman entered an order confirming
the Fifth Amended Plan of Reorganization of Ambac Financial Group,
Inc. on March 14, 2012.  The Plan provides for the full payment of
secured claims and 8.5% to 13.2% recovery for general unsecured
claims.  Claims from the Internal Revenue Service prevented the
company from implementing the plan and emerging from bankruptcy.
Ambac said emergence from bankruptcy will occur "shortly after"
the IRS settlement is completed.

Bankruptcy Creditors' Service, Inc., publishes AMBAC BANKRUPTCY
NEWS.  The newsletter tracks the Chapter 11 proceeding undertaken
by Ambac Financial Group and the restructuring proceedings of
Ambac Assurance Corp. (http://bankrupt.com/newsstand/or 215/945-
7000).


AMBAC FIN'L: Lemonides Agreement Filed Under Seal
-------------------------------------------------
Charles Lemonides, ValueWorks LLC, and Ambac Financial Group,
Inc. sought and obtained permission from the Bankruptcy Court on
April 25 to file under seal a document aimed at resolving the
Debtor's earlier motion to bar Mr. Lemonides from the new board of
the Reorganized Debtor.

The parties assert that the document is confidential in nature and
contains commercially sensitive information.

Mr. Lemonides is the chief investment officer of ValueWorks and
sits on Ambac's creditors committee.  He was earlier named as one
of the nominees that will complete the new five-member board of
directors that will be formed once Ambac emerges from Chapter 11.
However, Ambac alleged that Mr. Lemonides engaged in conduct
unbecoming of a company director and proceeded to formally ask
the Bankruptcy Court to bar Mr. Lemonides' appointment as a
director of Reorganized Ambac.

Ambac disclosed to the Court that Mr. Lemonides insisted on
getting his friend, Mario Del Pozzo, accepted for a chief
investment officer position, despite CFO David Trick's evaluation
findings that Mr. Pozzo was not suited for the position.

The confidential document apparently embodies a settlement on the
matter.  Bill Rochelle of Bloomberg News reported that Mr.
Lemonides in a recent interview said that he will no longer be
sitting in the new board.  Other details of the settlement are
under seal.

                      About Ambac Financial

Ambac Financial Group, Inc., headquartered in New York City, is a
holding company whose affiliates provided financial guarantees and
financial services to clients in both the public and private
sectors around the world.

Ambac Financial filed a voluntary petition for relief under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No.
10-15973) in Manhattan on Nov. 8, 2010.

Ambac's bond insurance unit, Ambac Assurance Corp., is being
restructured by state regulators in Wisconsin.  AAC is domiciled
in Wisconsin and regulated by the Office of the Commissioner of
Insurance of the State of Wisconsin.  The parent company is not
regulated by the OCI.

Bank of New York Mellon Corp., as trustee to seven different types
of notes, is listed as the largest unsecured creditor, with claims
totaling about US$1.62 billion.

The Blackstone Group LP is the Debtor's financial advisor.
Kurtzman Carson Consultants LLC is the claims and notice agent.
KPMG LLP is tax consultant to the Debtor.

Anthony Princi, Esq., Gary S. Lee, Esq., and Brett H. Miller,
Esq., at Morrison & Foerster LLP, in New York, serve as counsel
to the Official Committee of Unsecured Creditors.  Lazard Freres
& Co. LLC is the Committee's financial advisor.

Bankruptcy Judge Shelley C. Chapman entered an order confirming
the Fifth Amended Plan of Reorganization of Ambac Financial Group,
Inc. on March 14, 2012.  The Plan provides for the full payment of
secured claims and 8.5% to 13.2% recovery for general unsecured
claims.  Claims from the Internal Revenue Service prevented the
company from implementing the plan and emerging from bankruptcy.
Ambac said emergence from bankruptcy will occur "shortly after"
the IRS settlement is completed.

Bankruptcy Creditors' Service, Inc., publishes AMBAC BANKRUPTCY
NEWS.  The newsletter tracks the Chapter 11 proceeding undertaken
by Ambac Financial Group and the restructuring proceedings of
Ambac Assurance Corp. (http://bankrupt.com/newsstand/or 215/945-
7000).


AMBAC FIN'L: AAC Surplus Notes' Interest Payment Denied
-------------------------------------------------------
Ambac Assurance Corporation related on April 18, 2013, that the
Commissioner of Insurance of the State of Wisconsin denied
approval of the requests of AAC and the Segregated Account of
Ambac Assurance to pay accrued interest on all outstanding
Surplus Notes issued by Ambac Assurance and the Segregated
Account on the next scheduled interest payment date of June 7,
2013.

Ambac Assurance is a guarantor of public finance and structured
finance obligations, and is the principal operating subsidiary of
Ambac Financial Group, Inc.

                      About Ambac Financial

Ambac Financial Group, Inc., headquartered in New York City, is a
holding company whose affiliates provided financial guarantees and
financial services to clients in both the public and private
sectors around the world.

Ambac Financial filed a voluntary petition for relief under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No.
10-15973) in Manhattan on Nov. 8, 2010.

Ambac's bond insurance unit, Ambac Assurance Corp., is being
restructured by state regulators in Wisconsin.  AAC is domiciled
in Wisconsin and regulated by the Office of the Commissioner of
Insurance of the State of Wisconsin.  The parent company is not
regulated by the OCI.

Bank of New York Mellon Corp., as trustee to seven different types
of notes, is listed as the largest unsecured creditor, with claims
totaling about US$1.62 billion.

The Blackstone Group LP is the Debtor's financial advisor.
Kurtzman Carson Consultants LLC is the claims and notice agent.
KPMG LLP is tax consultant to the Debtor.

Anthony Princi, Esq., Gary S. Lee, Esq., and Brett H. Miller,
Esq., at Morrison & Foerster LLP, in New York, serve as counsel
to the Official Committee of Unsecured Creditors.  Lazard Freres
& Co. LLC is the Committee's financial advisor.

Bankruptcy Judge Shelley C. Chapman entered an order confirming
the Fifth Amended Plan of Reorganization of Ambac Financial Group,
Inc. on March 14, 2012.  The Plan provides for the full payment of
secured claims and 8.5% to 13.2% recovery for general unsecured
claims.  Claims from the Internal Revenue Service prevented the
company from implementing the plan and emerging from bankruptcy.
Ambac said emergence from bankruptcy will occur "shortly after"
the IRS settlement is completed.

Bankruptcy Creditors' Service, Inc., publishes AMBAC BANKRUPTCY
NEWS.  The newsletter tracks the Chapter 11 proceeding undertaken
by Ambac Financial Group and the restructuring proceedings of
Ambac Assurance Corp. (http://bankrupt.com/newsstand/or 215/945-
7000).


AMBAC FINANCIAL: Registers New Common Stock with SEC
----------------------------------------------------
Ambac Financial Group, Inc., filed a Form 8-A registration
statement with the Securities and Exchange Commission to register
under Section 12(b) of the Securities Exchange Act of 1934, as
amended, the Company's new common stock, par value $0.01 per
share, which were issued on the Effective Date pursuant to the
Plan.

On March 14, 2012, the Court entered an order confirming the Fifth
Amended Plan of Reorganization dated March 12, 2012.  The Plan, as
subsequently amended, became effective on May 1, 2013.

Pursuant to the terms of the Plan, all outstanding equity
interests of the Company, including but not limited to all
outstanding shares of the Company's common stock, $0.01 par value
per share, that were issued and outstanding prior to the Effective
Date were cancelled on the Effective Date.

The Company has the authority to issue a total of 150,000,000
shares of capital stock, consisting of:

   * 130,000,000 shares of common stock, par value $0.01 per
     share; and
      
   * 20,000,000 shares of preferred stock, par value $0.01 per
     share.

A copy of the Registration Statement is available for free at:

                       http://is.gd/1utAQs

                      About Ambac Financial

Ambac Financial Group, Inc., headquartered in New York City, is a
holding company whose affiliates provided financial guarantees and
financial services to clients in both the public and private
sectors around the world.

Ambac Financial filed a voluntary petition for relief under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No.
10-15973) in Manhattan on Nov. 8, 2010.

Ambac's bond insurance unit, Ambac Assurance Corp., is being
restructured by state regulators in Wisconsin.  AAC is domiciled
in Wisconsin and regulated by the Office of the Commissioner of
Insurance of the State of Wisconsin.  The parent company is not
regulated by the OCI.

Bank of New York Mellon Corp., as trustee to seven different types
of notes, is listed as the largest unsecured creditor, with claims
totaling about US$1.62 billion.

The Blackstone Group LP is the Debtor's financial advisor.
Kurtzman Carson Consultants LLC is the claims and notice agent.
KPMG LLP is tax consultant to the Debtor.

Anthony Princi, Esq., Gary S. Lee, Esq., and Brett H. Miller,
Esq., at Morrison & Foerster LLP, in New York, serve as counsel
to the Official Committee of Unsecured Creditors.  Lazard Freres
& Co. LLC is the Committee's financial advisor.

Bankruptcy Judge Shelley C. Chapman entered an order confirming
the Fifth Amended Plan of Reorganization of Ambac Financial Group,
Inc. on March 14, 2012.  The Plan provides for the full payment of
secured claims and 8.5% to 13.2% recovery for general unsecured
claims.  Claims from the Internal Revenue Service prevented the
company from implementing the plan and emerging from bankruptcy.
Ambac said emergence from bankruptcy will occur "shortly after"
the IRS settlement is completed.

Bankruptcy Creditors' Service, Inc., publishes AMBAC BANKRUPTCY
NEWS.  The newsletter tracks the Chapter 11 proceeding undertaken
by Ambac Financial Group and the restructuring proceedings of
Ambac Assurance Corp. (http://bankrupt.com/newsstand/or 215/945-
7000).


AMERICAN AIRLINES: Wins Approval for K&L Gates as Special Counsel
-----------------------------------------------------------------
AMR Corp. received the green light from Bankruptcy Judge Sean Lane
of its hiring of K&L Gates LLP as its special counsel.

Since AMR's bankruptcy filing, K&L Gates has provided legal
services related to various tax issues as well as governance
issues related to the company's merger with US Airways Group Inc.

K&L Gates' fees exceeded the monthly cap for "ordinary course"
professionals, prompting AMR to file an application to hire the
firm pursuant to Section 327 of the U.S. Bankruptcy Code.

K&L Gates will charge for its services on an hourly basis in one-
tenth hour increments.  Its current hourly rates range from $490
to $825 for partners, $260 to $415 for associates, and $220 for
paraprofessionals.  The firm will also receive reimbursement for
work-related expenses.

Mary Korby, Esq., a partner at K&L Gates LLP, disclosed in court
papers that the firm does not represent interest adverse to AMR.

                      About American Airlines

AMR Corp. and its subsidiaries including American Airlines, the
third largest airline in the United States, filed for bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan
on Nov. 29, 2011, after failing to secure cost-cutting labor
agreements.  AMR, previously the world's largest airline prior to
mergers by other airlines, is the last of the so-called U.S.
legacy airlines to seek court protection from creditors.

Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtors.  Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law
Group, Chartered, are on board as special counsel.  Rothschild
Inc., is the financial advisor.  Garden City Group Inc. is the
claims and notice agent.

Jack Butler, Esq., John Lyons, Esq., Felecia Perlman, Esq., and
Jay Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP
serve as counsel to the Official Committee of Unsecured Creditors
in AMR's chapter 11 proceedings.  Togut, Segal & Segal LLP is the
co-counsel for conflicts and other matters; Moelis & Company LLC
is the investment banker, and Mesirow Financial Consulting, LLC,
is the financial advisor.

The Retiree Committee is represented by Jenner & Block LLP's
Catherine L. Steege, Esq., Charles B. Sklarsky, Esq., and Marc B.
Hankin, Esq.

AMR and US Airways Group, Inc., on Feb. 14, 2013, announced a
definitive merger agreement under which the companies will combine
to create a premier global carrier, which will have an implied
combined equity value of approximately $11 billion.  The deal is
subject to clearance by U.S. and foreign regulators and by the
bankruptcy judge overseeing AMR's bankruptcy case.

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


AMERICAN AIRLINES: Covington, Yetter May Provide Add'l Services
---------------------------------------------------------------
Judge Sean Lane granted AMR Corp.'s supplemental application to
expand the scope of Covington & Burling LLP's services.  Covington
will represent the company in connection with general intellectual
property and privacy matters, and settlement agreements related to
intellectual property and technology contracts.

Judge Lane also approved the Debtors' request for Yetter Coleman
LLP to provide additional services.  AMR asked the bankruptcy
judge to authorize Yetter Coleman to represent the company in
connection with the analysis of past economic losses and a
potential confidential claim against a certain third party related
to an environmental matter.

                      About American Airlines

AMR Corp. and its subsidiaries including American Airlines, the
third largest airline in the United States, filed for bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan
on Nov. 29, 2011, after failing to secure cost-cutting labor
agreements.  AMR, previously the world's largest airline prior to
mergers by other airlines, is the last of the so-called U.S.
legacy airlines to seek court protection from creditors.

Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtors.  Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law
Group, Chartered, are on board as special counsel.  Rothschild
Inc., is the financial advisor.  Garden City Group Inc. is the
claims and notice agent.

Jack Butler, Esq., John Lyons, Esq., Felecia Perlman, Esq., and
Jay Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP
serve as counsel to the Official Committee of Unsecured Creditors
in AMR's chapter 11 proceedings.  Togut, Segal & Segal LLP is the
co-counsel for conflicts and other matters; Moelis & Company LLC
is the investment banker, and Mesirow Financial Consulting, LLC,
is the financial advisor.

The Retiree Committee is represented by Jenner & Block LLP's
Catherine L. Steege, Esq., Charles B. Sklarsky, Esq., and Marc B.
Hankin, Esq.

AMR and US Airways Group, Inc., on Feb. 14, 2013, announced a
definitive merger agreement under which the companies will combine
to create a premier global carrier, which will have an implied
combined equity value of approximately $11 billion.  The deal is
subject to clearance by U.S. and foreign regulators and by the
bankruptcy judge overseeing AMR's bankruptcy case.

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


AMERICAN AIRLINES: Committee Revises Terms of Moelis Agreement
--------------------------------------------------------------
The Official Committee of Unsecured Creditors in AMR Corp.'s cases
asked the U.S. Bankruptcy Court in Manhattan to approve changes to
the terms of its letter agreement with Moelis & Company LLC.

Pursuant to the revised terms, Moelis will receive a new capital
fee equal to 0.5% of any senior secured debt raised other than
aircraft or equipment financing, provided, it won't exceed
$5 million.  The fee will be paid at closing of the financing.
Moelis has no obligation to credit the new capital fee against
the restructuring fee, which the firm may receive upon the
consummation of any restructuring.

A court hearing is scheduled for May 9.

                      About American Airlines

AMR Corp. and its subsidiaries including American Airlines, the
third largest airline in the United States, filed for bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan
on Nov. 29, 2011, after failing to secure cost-cutting labor
agreements.  AMR, previously the world's largest airline prior to
mergers by other airlines, is the last of the so-called U.S.
legacy airlines to seek court protection from creditors.

Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtors.  Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law
Group, Chartered, are on board as special counsel.  Rothschild
Inc., is the financial advisor.  Garden City Group Inc. is the
claims and notice agent.

Jack Butler, Esq., John Lyons, Esq., Felecia Perlman, Esq., and
Jay Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP
serve as counsel to the Official Committee of Unsecured Creditors
in AMR's chapter 11 proceedings.  Togut, Segal & Segal LLP is the
co-counsel for conflicts and other matters; Moelis & Company LLC
is the investment banker, and Mesirow Financial Consulting, LLC,
is the financial advisor.

The Retiree Committee is represented by Jenner & Block LLP's
Catherine L. Steege, Esq., Charles B. Sklarsky, Esq., and Marc B.
Hankin, Esq.

AMR and US Airways Group, Inc., on Feb. 14, 2013, announced a
definitive merger agreement under which the companies will combine
to create a premier global carrier, which will have an implied
combined equity value of approximately $11 billion.  The deal is
subject to clearance by U.S. and foreign regulators and by the
bankruptcy judge overseeing AMR's bankruptcy case.

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


AMERICAN AIRLINES: Aeritas Wants to Pursue Infringement Claims
--------------------------------------------------------------
AMR Corp. may be forced to battle $17.7 million in patent
infringement claims after Texas-based Aeritas LLC asked a New
York bankruptcy judge for permission to sue the airline over its
alleged infringement of electronic boarding pass patents.

Aeritas asks the Bankruptcy Court to lift the automatic stay to
permit it to pursue its patent infringement litigation against
the Debtors in the U.S. District Court for the District of
Delaware.  The litigation arises out of the Debtors' alleged
pre- and post- petition infringement of valuable patents held by
Aeritas.  The patents in question permit the Debtors' customers
to generate boarding passes on their smart phones and tablet
computers instead of receiving paper boarding passes.  Aeritas
alleges that the Debtors have infringed and continue to infringe
upon Aeritas's patents on a daily basis.

Aeritas has commenced litigation against five other airlines for
violating the same patents.  That consolidated litigation is
pending in the Delaware District Court.  Aeritas says it did not
commence an action against Debtors because the parties were in
discussions to resolve the dispute at the time Debtors filed
their bankruptcy petition.

Aeritas filed timely filed proofs of claim for prepetition
infringement against AMR Corp., American Airlines, Inc., AMR
Eagle Holding Corp., American Eagle, Inc., Executive Airlines,
Inc., Business Express Airlines, Inc., and Reno Air, Inc., which,
in the aggregate, exceed $7,000,000.  Aeritas says it has claims
against the Debtors for postpetition infringement for at least
$17,700,000, in the aggregate.

A hearing on Aeritas' motion to lift stay will be held on May 30,
2013, at 11:00 a.m. (EST).  Objections are due May 28.

A hearing on Aeritas' motion for allowance and payment of an
administrative expense claim arising out of the Debtors'
postpetition infringement of patents will be held on June 27,
2013, at 11:00 a.m. (EST).

Aeritas is represented by:

         Lawrence P. Eagel, Esq.
         David J. Stone, Esq.
         BRAGAR EAGEL & SQUIRE, PC
         885 Third Avenue, Suite 3040
         New York, NY 10022
         Tel: (212) 308-5858
         Fax: (212) 486-0462
         Email: eagel@bespc.com
                stone@bespc.com

                      About American Airlines

AMR Corp. and its subsidiaries including American Airlines, the
third largest airline in the United States, filed for bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan
on Nov. 29, 2011, after failing to secure cost-cutting labor
agreements.  AMR, previously the world's largest airline prior to
mergers by other airlines, is the last of the so-called U.S.
legacy airlines to seek court protection from creditors.

Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtors.  Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law
Group, Chartered, are on board as special counsel.  Rothschild
Inc., is the financial advisor.  Garden City Group Inc. is the
claims and notice agent.

Jack Butler, Esq., John Lyons, Esq., Felecia Perlman, Esq., and
Jay Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP
serve as counsel to the Official Committee of Unsecured Creditors
in AMR's chapter 11 proceedings.  Togut, Segal & Segal LLP is the
co-counsel for conflicts and other matters; Moelis & Company LLC
is the investment banker, and Mesirow Financial Consulting, LLC,
is the financial advisor.

The Retiree Committee is represented by Jenner & Block LLP's
Catherine L. Steege, Esq., Charles B. Sklarsky, Esq., and Marc B.
Hankin, Esq.

AMR and US Airways Group, Inc., on Feb. 14, 2013, announced a
definitive merger agreement under which the companies will combine
to create a premier global carrier, which will have an implied
combined equity value of approximately $11 billion.  The deal is
subject to clearance by U.S. and foreign regulators and by the
bankruptcy judge overseeing AMR's bankruptcy case.

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


AMERICAN POWER: Shareholders Elect Three Directors
--------------------------------------------------
American Power Group Corporation held its 2013 annual meeting of
stockholders on April 25, 2013, at which Maury Needham, Lyle
Jensen and Lew Boyd were elected as directors and the shareholders
ratified Schechter, Dokken, Kanter, Andrews & Selcer, Ltd.'s
appointment as the Company's independent auditors for the fiscal
year ending Sept. 30, 2013.

In addition, the shareholders approved, on a nonbinding, advisory
basis, the compensation of the Company's named executive officers
as disclosed in the proxy statement and approved, on a nonbinding,
advisory basis, to hold future say-on-pay votes on an annual
basis.

                    About American Power Group

American Power Group's alternative energy subsidiary, American
Power Group, Inc., provides a cost-effective patented Turbocharged
Natural GasTM conversion technology for vehicular, stationary and
off-road mobile diesel engines.  American Power Group's dual fuel
technology is a unique non-invasive energy enhancement system that
converts existing diesel engines into more efficient and
environmentally friendly engines that have the flexibility to run
on: (1) diesel fuel and liquefied natural gas; (2) diesel fuel and
compressed natural gas; (3) diesel fuel and pipeline or well-head
gas; and (4) diesel fuel and bio-methane, with the flexibility to
return to 100% diesel fuel operation at any time.  The proprietary
technology seamlessly displaces up to 80% of the normal diesel
fuel consumption with the average displacement ranging from 40% to
65%.  The energized fuel balance is maintained with a proprietary
read-only electronic controller system ensuring the engines
operate at original equipment manufacturers' specified
temperatures and pressures.  Installation on a wide variety of
engine models and end-market applications require no engine
modifications unlike the more expensive invasive fuel-injected
systems in the market. See additional information at:
www.americanpowergroupinc.com.

American Power incurred a net loss available to common
shareholders of $14.66 million for the year ended Sept. 30, 2012,
compared with a net loss available to common shareholders of $6.81
million during the prior year.  The Company's balance sheet at
Dec. 31, 2012, showed $8.82 million in total assets, $4.41 million
in total liabilities and $4.41 million in total stockholders'
equity.


APOLLO MEDICAL: Incurs $8.9 Million Net Loss in Fiscal 2013
-----------------------------------------------------------
Apollo Medical Holdings, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss of $8.90 million on $7.77 million of net revenues for the
fiscal year ended Jan. 31, 2013, as compared with a net loss of
$720,346 on $5.11 million of net revenues for the fiscal year
ended Jan. 31, 2012.

The Company's balance sheet at Jan. 31, 2013, showed $3.22 million
in total assets, $3.61 million in total liabilities and $391,379
total stockholders' deficit.

Kabani & Company, Inc., in Los Angeles, California, issued a
"going concern qualification on the consolidated financial
statements for the fiscal year ended Jan. 31, 2013.  The
independent auditors noted that the Company had a loss from
operations of $2,078,487 for the year ended Jan. 31, 2013, and had
an accumulated deficit of $11,022,272 as of Jan. 31, 2013.  These
factors raise substantial doubt about the Company's ability to
continue as a going concern.

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

                        http://is.gd/lTtHHh

                        About Apollo Medical

Glendale, Calif.-based Apollo Medical Holdings, Inc., provides
hospitalist services in the Greater Los Angeles, California area.
Hospitalist medicine is organized around the admission and care of
patients in an inpatient facility such as a hospital or skilled
nursing facility and is focused on providing, managing and
coordinating the care of hospitalized patients.


ARCAPITA BANK: Seeks Add'l Facilities of $350MM from Goldman Sachs
------------------------------------------------------------------
Arcapita Bank B.S.C.(c), et al., ask the U.S. Bankruptcy Court for
the Southern District of New York for permission to obtain
additional financing from Goldman Sachs International.

Subject to the terms of the Commitment Documents, Goldman Sachs
(a) will be appointed as sole lead arranger, sole bookrunner and
sole syndication agent and (b) commits to provide Murabaha
facilities of up to $350 million, comprised of a $150 million
secured superpriority Replacement Debtor-in-Possession Murabaha
facility that will convert, upon the Effective Date of the Amended
Plan and satisfaction of other conditions precedent, to a larger
senior secured Exit Facility with up to $200 million of additional
availability.

The proceeds of the Goldman Sachs Facilities will be used, among
other things, to fund the Debtors' ordinary course corporate
expenses, pay down the Debtors' outstanding obligations under the
Original DIP Facility, and enable the Debtors to consummate and
implement the Amended Plan and subsequent wind-down of the
estates.

According to papers filed with the Court, the Debtors believe that
the Goldman Sachs Facilities offer the best terms available for
the financing required by the Debtors during the remainder of
their Chapter 11 Cases and to consummate and implement the Amended
Plan.

The Debtors borrowed $150 million under the Original DIP Facility.
During the Chapter 11 Cases, the Debtors repaid approximately
$40 million of these borrowings with proceeds from asset sales.
The Original DIP Facility does not allow for additional borrowings
beyond the current amount outstanding and such additional
borrowings are necessary to fund the Debtors' operation
requirements through the Effective Date of the Amended Plan.

The primary terms and conditions of the Commitment Documents are
available at http://bankrupt.com/misc/arcapita.doc1061.pdf

                        About Arcapita Bank

Arcapita Bank B.S.C., also known as First Islamic Investment Bank
B.S.C., along with affiliates, filed for Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 12-11076) in Manhattan on March 19,
2012.  The Debtors said they do not have the liquidity necessary
to repay a US$1.1 billion syndicated unsecured facility when it
comes due on March 28, 2012.

Falcon Gas Storage Company, Inc., filed a Chapter 11 petition
(Bankr. S.D.N.Y. Case No. 12-11790) on April 30, 2012.  Falcon Gas
is an indirect wholly owned subsidiary of Arcapita that previously
owned the natural gas storage business NorTex Gas Storage Company
LLC.  In early 2010, Alinda Natural Gas Storage I, L.P. (n/k/a
Tide Natural Gas Storage I, L.P.), Alinda Natural Gas Storage II,
L.P. (n/k/a Tide Natural Gas Storage II, L.P.) acquired the stock
of NorTex from Falcon Gas for $515 million. Arcapita guaranteed
certain of Falcon Gas' obligations under the NorTex Purchase
Agreement.

The Debtors tapped Gibson, Dunn & Crutcher LLP as bankruptcy
counsel, Linklaters LLP as corporate counsel, Towers & Hamlins LLP
as international counsel on Bahrain matters, Hatim S Zu'bi &
Partners as Bahrain counsel, KPMG LLP as accountants, Rothschild
Inc. and financial advisor, and GCG Inc. as notice and claims
agent.

Milbank, Tweed, Hadley & McCloy LLP represents the Official
Committee of Unsecured Creditors.  Houlihan Lokey Capital, Inc.,
serves as its financial advisor and investment banker.

Founded in 1996, Arcapita is a global manager of Shari'ah-
compliant alternative investments and operates as an investment
bank.  Arcapita is not a domestic bank licensed in the United
States.  Arcapita is headquartered in Bahrain and is regulated
under an Islamic wholesale banking license issued by the Central
Bank of Bahrain.  The Arcapita Group employs 268 people and has
offices in Atlanta, London, Hong Kong and Singapore in addition to
its Bahrain headquarters.  The Arcapita Group's principal
activities include investing on its own account and providing
investment opportunities to third-party investors in conformity
with Islamic Shari'ah rules and principles.

The Arcapita Group had roughly US$7 billion in assets under
management.  On a consolidated basis, the Arcapita Group owns
assets valued at roughly US$3.06 billion and has liabilities of
roughly US$2.55 billion.  The Debtors owe US$96.7 million under
two secured facilities made available by Standard Chartered Bank.

Arcapita explored out-of-court restructuring scenarios but was
unable to achieve 100% lender consent required to effectuate the
terms of an out-of-court restructuring.

Subsequent to the Chapter 11 filing, Arcapita Investment Holdings
Limited, a wholly owned Debtor subsidiary of Arcapita in the
Cayman Islands, issued a summons seeking ancillary relief from the
Grand Court of the Cayman Islands with a view to facilitating the
Chapter 11 cases.  AIHL sought the appointment of Zolfo Cooper as
provisional liquidator.

On Feb. 8, 2013, the Debtors filed with the Bankruptcy Court a
disclosure statement in support of their Joint Plan of
Reorganization, dated Feb. 8, 2013.  The Plan contemplates, among
others, the entry of the Debtors into a $185 million Murabaha exit
facility that will allow the Debtors to wind down their businesses
and assets for the benefit of all creditors and stakeholders.


ARNOLD HOLDINGS: Court Overrules Objection to Midfirst Claim
------------------------------------------------------------
Arizona Bankruptcy Judge Daniel P. Collins overruled Arnold
Holdings I LLC's objection to Midfirst Bank's secured proof of
claim in the amount of $2,758,215.

The Debtor contends that Midfirst does not hold a secured claim
because Midfirst waived its deed of trust lien when it filed a
state court lawsuit to recover on the promissory note secured by
the deed of trust rather than foreclosing on the deed of trust.

Midfirst filed a response to the Debtor's claim objection,
asserting the Debtor is collaterally estopped from re-litigating
this issue, that the Debtor waived any right to require Midfirst
to elect its remedy pursuant to the terms of the promissory note,
and that the Debtor's objection should be overruled because it is
contrary to Arizona law.

"Arizona law does not preclude Midfirst from suing on a note and
then conducting a private trustee's sale on the deed of trust
securing that note. There is no election of remedies statute
applicable to deeds of trust in Arizona. Moreover, [A.R.S. Sec.]
12-1566(F) is not an election of remedies statute.  Midfirst did
not waive its security interest when it filed suit on its
promissory note nor do the Arizona statutes require Midfirst to
release its deed of trust simply because it sued on the note
before it commenced its private deed of trust sale. Accordingly,
the Debtor's Objection to Midfirst's Claim #2 is overruled and
Midfirst's claim is allowed in the amount stated in Claim #2. If
and when Midfirst completes its private sale of the subject deed
of trust, Midfirst's claim will, of course, need to be reduced by
the greater of the sale proceeds or the fair market value as
determined by a court with proper jurisdiction over that issue,"
Judge Collins said.

Midfirst made a loan to the Debtor, evidenced by a $2,303,500
promissory note secured by a deed of trust encumbering commercial
real estate located at 4347 East Cholla Street, Phoenix, Arizona.
On February 14, 2012, Midfirst recorded a notice of a private deed
of trust sale to sell the Property on May 22, 2012.

On March 21, 2012, Midfirst filed a lawsuit in Arizona Superior
Court, Maricopa County against the Debtor and guarantors to obtain
a money judgment on the note. The Debtor and guarantors filed a
motion to dismiss Midfirst's complaint alleging that Midfirst
failed to release the deed of trust prior to commencing suit on
the note, contending the release was required by A.R.S. Sec. 12-
1566. After oral argument on the motion to dismiss, the State
Court denied the motion in a minute entry holding that Midfirst
was not required to elect its remedy in advance of litigation.

A copy of the Court's April 8, 2013 Order is available at
http://is.gd/X2F7YUfrom Leagle.com.

Arnold Holdings I, LLC, in Phoenix, Arizona, filed for bankruptcy
(Bankr. D. Ariz. Case No. 12-11080) on May 18, 2012.  Judge
Charles G. Case II presides over the case.  The Law Office of Mark
J. Giunta, serves as counsel.  The Debtor scheduled $1,507,741 in
assets and $2,669,642 in liabilities.  A list of the Company's
seven largest unsecured creditors filed together with the petition
is available for free at http://bankrupt.com/misc/azb12-11080.pdf
The petition was signed by J. Chris Arnold, managing member.


ASG CONSOLIDATED: S&P Retains 'B-' Corporate Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services revised its recovery rating on
ASG Consolidated LLC's senior subordinated notes to '3' from '4',
reflecting the upward revision of S&P's estimate of ASG
Consolidated LLC's gross discrete asset valuation at emergence
from a theoretical bankruptcy.  The '3' recovery rating indicates
S&P's expectation for meaningful (50% - 70%) recovery in the event
of a payment default.  S&P's 'B-' corporate credit rating and 'B+'
issue-level ratings on the company's secured debt are unchanged.
ASG Consolidated LLC's subsidiary, American Seafoods Group LLC,
and American Seafoods Finance Inc. are co-issuers of the senior
subordinated notes.

RATINGS LIST

ASG Consolidated LLC

Corporate Credit Rating                    B-/Stable/--

Recovery Ratings Revised;
Issue-Level Ratings Unchanged
                                            To           From
American Seafoods Group LLC
American Seafoods Finance Inc.

Senior Subordinated                        B-           B-
Recovery Rating                            3            4


ASPEN GROUP: Registers 2.5 Million Common Shares
------------------------------------------------
Aspen Group, Inc., filed a Form S-1 with the U.S. Securities and
Exchange Commission relating to the sale of up to 2,572,823 shares
of Aspen Group's common stock which may be offered by Adam
Biedrzycki, Andrew Bellamy, Island Capital Nominees Ltd., et al.

The Company will not receive any proceeds from the sales of shares
of its common stock by the selling shareholders.

The Company's common stock trades on the Over-the-Counter Bulletin
Board under the symbol "ASPU".  As of the last trading day before
May 1, 2013, the closing price of the Company's common stock was
$0.49 per share.

A copy of the Form S-1 prospectus is available at:

                       http://is.gd/NlIJfk

               Changes Fiscal Year End to April 30

The Board of Directors of Aspen Group, Inc., approved a change to
the Company's fiscal year from a fiscal year ending on December
31st each year to a fiscal year ending on April 30th of each year.
The Company anticipates reporting the Jan. 1, 2013, to April 30,
2013, transition period on a Form 10-K.

                         About Aspen Group

Denver, Colo.-based Aspen Group, Inc., was founded in Colorado in
1987 as the International School of Information Management.  On
Sept. 30, 2004, it was acquired by Higher Education Management
Group, Inc., and changed its name to Aspen University Inc.  On
May 13, 2011, the Company formed in Colorado a subsidiary, Aspen
University Marketing, LLC, which is currently inactive.  On
March 13, 2012, the Company was recapitalized in a reverse merger.

Aspen's mission is to become an institution of choice for adult
learners by offering cost-effective, comprehensive, and relevant
online education.  Approximately 88% of the Company's degree-
seeking students (as of June 30, 2012) were enrolled in graduate
degree programs (Master or Doctorate degree program).  Since 1993,
the Company has been nationally accredited by the Distance
Education and Training Council, a national accrediting agency
recognized by the U.S. Department of Education.

Aspen Group incurred a net loss of $6.01 million in 2012, as
compared with a net loss of $2.13 million in 2011.  The Company's
balance sheet at Dec. 31, 2012, showed $3.49 million in total
assets, $2.69 million in total liabilities and $801,755
in total stockholders' equity.

Salberg & Company, P.A., in Boca Raton, Florida, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company has a net loss allocable to common stockholders
and net cash used in operating activities in 2012 of $6,048,113
and $4,403,361, respectively, and has an accumulated deficit of
$11,337,104 as of December 31, 2012.  These matters raise
substantial doubt about the Company's ability to continue as a
going concern.


ATARI INC: Creditors Win Nod to Investigate Parent, Alden
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the official creditors' committee for Atari Inc. was
given power by the bankruptcy judge this week to force the
bankrupt French parent Atari SA, secured lender Alden Global
Capital Ltd., and others to produce documents that might support
claims to invalidate some of the video-game maker's debt or liens.

According to the report, the judge also permitted the committee to
examine witnesses under oath.  Documents must be turned over by
May 15.  The jumping off point for the committee's investigation
was a statement the U.S. company made at the outset of bankruptcy
that debt owing to the parent should be treated as equity.  The
U.S. company also challenged the secured status of debt to the
parent and to Blue Ray Value Recovery (Master) Fund Ltd.

The report notes that Alden is now Atari's post-bankruptcy lender,
the primary shareholder of the bankrupt French parent, and a major
secured lender to the parent.  By virtue of its secured status
against the parent, Alden controls the $275 million claim the
parent asserts against the U.S. company, according to the
committee's court filing.  The Alden loan financing the bankruptcy
requires promptly filing a Chapter 11 plan or selling the
business.

                           About Atari

Atari -- http://www.atari.com-- is a multi-platform, global
interactive entertainment and licensing company.  Atari owns
and/or manages a portfolio of more than 200 games and franchises,
including world renowned brands like Asteroids(R), Centipede(R),
Missile Command(R), Pong(R), Test Drive(R), Backyard Sports(R),
and Rollercoaster Tycoon(R).

Atari Inc. and its U.S. affiliates filed for Chapter 11 bankruptcy
(Bankr. S.D.N.Y. Lead Case No. 13-10176) on Jan. 21, 2013, to
break away from their unprofitable French parent company and
secure independent capital.

A day after its American unit filed for Chapter 11 bankruptcy
protection, Paris-based Atari S.A. took a similar measure under
Book 6 of that country's commercial code.  Atari S.A. said it
was filing for legal protection because its longtime backer
BlueBay has sought to sell its 29% stake and demanded repayment by
March 31 on a credit line of $28 million that it cut off in
December.

Peter S. Partee, Sr. and Michael P. Richman of Hunton & Williams
LLP are proposed to serve as lead counsel for the U.S. companies
in their Chapter 11 cases.  BMC Group is the claims and notice
agent.  Protiviti Inc. is the financial advisor.

The Official Committee of Unsecured Creditors is seeking Court
permission to retain Duff & Phelps Securities LLC as its financial
advisor.  The Committee sought and obtained authority to retain
Cooley LLP as its counsel.

DIP financing is being provided by funds affiliated with Alden
Global Capital Ltd.  The loan requires filing a Chapter 11 plan or
selling the business.


ATP OIL: Planned Lease Sale May Create Enviro Hazards, Feds Say
---------------------------------------------------------------
Jeremy Heallen of BankruptcyLaw360 reported that federal
regulators told a Texas bankruptcy judge Wednesday that a planned
sale of ATP Oil & Gas Corp.'s oil and gas leases could leave the
company unable to pay $11 million in royalties owed to the U.S.
and unable to decommission certain offshore wells, creating
environmental hazards.

According to the report, the U.S. Department of the Interior and
the Environmental Protection Agency lodged an objection asking the
bankruptcy court to modify the terms of the proposed lease sale to
ensure that ATP cannot avoid pre-bankruptcy royalty payments.

                         About ATP Oil

Houston, Tex.-based ATP Oil & Gas Corporation is an international
offshore oil and gas development and production company focused
in the Gulf of Mexico, Mediterranean Sea and North Sea.

ATP Oil & Gas filed a Chapter 11 petition (Bankr. S.D. Tex. Case
No. 12-36187) on Aug. 17, 2012.  Attorneys at Mayer Brown LLP,
serve as bankruptcy counsel.  Munsch Hardt Kopf & Harr, P.C., is
the conflicts counsel.  Motley Rice LLC and Fayard & Honeycutt,
APC serve as special counsel.  Opportune LLP is the financial
advisor and Jefferies & Company is the investment banker.
Kurtzman Carson Consultants LLC is the claims and notice agent.

ATP disclosed assets of $3.6 billion and $3.5 billion of
liabilities as of March 31, 2012.  Debt includes $365 million on a
first-lien loan where Credit Suisse AG serves as agent.  There is
$1.5 billion on second-lien notes with Bank of New York Mellon
Trust Co. as agent.  ATP's other debt includes $35 million on
convertible notes and $23.4 million owing to third parties for
their shares of production revenue.  Trade suppliers have claims
for $147 million, ATP said in a court filing.

An official committee of unsecured creditors has been appointed in
the case.  Evan R. Fleck, Esq., at Milbank, Tweed, Hadley &
McCloy, in New York, represents the Creditors Committee as
counsel.

A 7-member panel of equity security holders has also been
appointed in the case.  Kyung S. Lee, Esq., and Charles M. Rubio,
Esq. of Diamond McCarthy LLP, in Houston, Texas, serve as counsel
to the Equity Committee.

ATP is seeking court approval to sell substantially all of its
Deepwater Assets and Shelf Property Assets.


BADGER HOLDING: S&P Assigns Preliminary 'B+' CCR; Outlook Negative
------------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its
preliminary 'B+' corporate credit rating to Badger Holding LLC
(Safway).  The outlook is negative.  At the same time, S&P also
assigned its preliminary 'B' issue rating and '5' recovery rating
(indicating S&P's expectation of modest [10%-30%] recovery in the
event of payment default) to Safway Group Holding LLC's proposed
$540 million senior secured second-lien notes.  Safway Finance
Corp. is a non-operating entity and co-issuer of the notes.

All ratings are subject to a review of final documentation.

"The ratings on Safway reflect our view of the company's
"aggressive" financial profile and "weak" business profile," said
Standard & Poor's credit analyst Nishit Madlani.  "Our financial
risk assessment reflects leverage expectations of about 4.5x-5.0x
(including our adjustments, mainly for operating leases) in 2013
and 2014, with modest free cash flow generation prospects over the
next two years following its proposed refinancing.  Private equity
firm Odyssey Investment Partners owns Safway, and we believe the
financial policy will remain aggressive.  The business risk
assessment reflects the company's high exposure to cyclical
industrial and commercial end markets amid competitive pricing".

The company provides labor to erect and dismantle the scaffolding
that it rents and sells mostly through its industrial segment
(including refining, petrochemicals, and power generation
industries in the U.S. and in the Canadian oil sands markets) and,
to a lesser extent, through general contractors in its commercial
segment.  Although these end markets are cyclical, maintenance
services (roughly 80% of overall revenues) tend to be more
resilient to recessionary cycles.  After being deferred during the
economic downturn, maintenance and plant turnaround activity is
slowly picking up across the company's industrial end markets,
especially refining.

The negative outlook reflects at least a one-in-three chance of a
downgrade given the potential for aggressive financial policies,
which could heighten the risk of increasing leverage of the
sponsor-owned company above 5.0x over the next 12 months (though
this is not S&P's current base case).  S&P could lower the rating
if it believes fully adjusted debt to EBITDA were likely to exceed
5x on a sustained basis.

S&P would revise the outlook to stable if it appeared more likely
that a disciplined financial policy would lead to sustained
leverage of 4.0x-5.0x.  This would coincide with S&P's belief that
the company is unlikely to pursue debt-financed acquisitions or a
large dividend distribution to owners, which could imply further
pressure on credit quality, especially if business fundamentals
were to weaken.


BERNARD L. MADOFF: Swamps All Other SIPC Liquidations Combined
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the liquidation of Bernard L. Madoff Investment
Securities Inc. obliged the Securities Investor Protection Corp.
to contribute $802 million from its funds toward payment of
defrauded customers.

According to the six-month report filed by Irving Picard, the
Madoff trustee SIPC's payments for customers "greatly exceed" the
combined total payments in all prior brokerage liquidations under
the Securities Investor Protection Act.  In addition to payment of
as much as $500,000 for each customer's claim, SIPC has advanced
$741 million to cover expenses of the liquidation, according to
the report for the six months ended March 31.

In the last reporting period, Mr. Picard brought in almost $100
million, bringing total recoveries and agreements to more than
$9.3 billion.

Recoveries and advances from SIPC have allowed Mr. Picard to pay
1,100 customers in full, or slightly more than half of all
approved customer claims.  To date, Mr. Picard distributed
$5.45 billion, meaning that customers not already paid in full
have recovered about 53 percent of the amounts they invested with
Madoff.  Mr. Picard's third distribution this year was $507.5
million.

                      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 Dec. 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.).  Mr. Picard has retained AlixPartners LLP as claims
agent.

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

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

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

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


BERRY PETROLEUM: S&P Retains 'BB-' CCR on CreditWatch Negative
--------------------------------------------------------------
Standard & Poor's Ratings Services said that its 'BB-' corporate
credit and other ratings on Denver, Colo.-based Berry Petroleum
Co. remain on CreditWatch where they were placed on Feb. 22, 2013,
with negative implications, pending the closing of the
transaction.

"The rating actions follow the announcement that Linn Energy will
acquire all of Berry's outstanding shares for a total
consideration of $4.3 billion, including Berry's existing debt,"
said Standard & Poor's credit analyst Susan Ding.

The transaction will be structured as a stock-for-stock merger and
is expected to close on or before June 30, 2013.

Resolution of the CreditWatch placement of the ratings on Berry
Petroleum will depend both on the ultimate corporate credit rating
on Linn Energy, as well as Berry's position in the resulting
capital structure.

The rating on Linn Energy will depend on S&P's analysis of the
combined entity, including its financial and operating strategies
and pro forma credit measures.


BEST UNION: Hires Robert Chang as Accountant
--------------------------------------------
The Best Union LLC asks the U.S. Bankruptcy Court for permission
to employ Robert Chang of Robert Chang Accountancy Corporation as
accountant.

The firm will provide these services:

   a) Prepare income tax returns, quarterly payroll tax
      returns;

   b) Provide other book keeping services as needed; and

   c) Prepare other accounting documents necessary for
      Debtors-In-Possession.

The Accountant is listed as a creditor of the debtor, owed $200.
The Accountant agrees to forgive the debt.

According to papers filed by the Debtor in court, the average
compensation listed every month is approximately $375 (the amounts
were taken from the Debtor's monthly operating reports).

The firm attests that it is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.

                       About The Best Union

West Covina, California-based, The Best Union LLC, owns properties
in West Covina and Fresno, California.  Bank of China and SPCP
Group V, LLC, have secured claims of $5.888 million and
$2.255 million, respectively.  The West Covina property generated
income of $752,000 last year.  The Fresno property generated
income of $251,000 in 2011.

The Company filed for Chapter 11 protection (Bankr. C.D. Cal.
Case No. 12-32503) on June 28, 2012.  Bankruptcy Judge Peter
Carroll presides over the case.  Mufthiha Sabaratnam, Esq., at
Sabaratnam and Associates represents the Debtor in its
restructuring effort.  The Debtor has scheduled assets of
$11,431,364, and scheduled liabilities of $9,195,179.  The
petition was signed by James Lee, manager.


BIOZONE PHARMACEUTICALS: Sells 600,000 Units for $150,000
---------------------------------------------------------
Biozone Pharmaceuticals, Inc., sold an aggregate of 600,000 units
with gross proceeds to the Company of $150,000 to an accredited
investor pursuant to a subscription agreement.

Each Unit was sold for a purchase price of $0.25 per Unit and
consisted of: (i) one share of the Company's common stock, $0.001
par value per share and (ii) a five-year warrant to purchase 50
percent of the number of shares of Common Stock purchased at an
exercise price of $0.50 per share, subject to adjustment upon the
occurrence of certain events such as stock splits and dividends.

The Warrants may be exercised on a cashless basis if at any time
there is no effective registration statement covering the resale
of the shares of Common Stock underlying the Warrants.  The
Warrants contains limitations on the holder's ability to exercise
the Warrant in the event such exercise causes the holder to
beneficially own in excess of 4.99% of the Company's issued and
outstanding Common Stock, subject to a discretionary increase in
such limitation by the holder to 9.99 percent upon 61 days'
notice.

In connection with the sale of the Units, the Company issued an
aggregate of 1,000,000 shares of Common Stock to the Investor, who
had previously invested in the Company as an inducement for the
Investor's new investment and in consideration for the Investor's
significant dilution resulting from this offering.

Additionally, the Company issued to a broker-dealer, in connection
with the sale of the Units, a warrant to purchase up to 48,000
shares of Common Stock with substantially the same terms as the
Warrants issued to the Investor.

The Units were issued to an "accredited investor," as such term is
defined in the Securities Act of 1933, as amended and were offered
and sold in reliance on the exemption from registration afforded
by Section 4(2) and Regulation D (Rule 506) under the Securities
Act of 1933 and corresponding provisions of state securities laws.

                   About Biozone Pharmaceuticals

Biozone Pharmaceuticals, Inc., formerly, International Surf
Resorts, Inc., was incorporated under the laws of the State of
Nevada on Dec. 4, 2006, to operate as an internet-based provider
of international surf resorts, camps and guided surf tours.  The
Company proposed to engage in the business of vacation real estate
and rentals related to its surf business and it owns the Web site
isurfresorts.com.  During late February 2011, the Company began to
explore alternatives to its original business plan.  On Feb. 22,
2011, the prior officers and directors resigned from their
positions and the Company appointed a new President, Director,
principal accounting officer and treasurer and began to pursue
opportunities in medical and pharmaceutical technologies and
products.  On March 1, 2011, the Company changed its name to
Biozone Pharmaceuticals, Inc.

Since March 2011, the Company has been engaged primarily in
seeking opportunities related to its intention to engage in
medical and pharmaceutical businesses.  On May 16, 2011, the
Company acquired substantially all of the assets and assumed all
of the liabilities of Aero Pharmaceuticals, Inc., pursuant to an
Asset Purchase Agreement dated as of that date.  Aero manufactures
markets and distributes a line of dermatological products under
the trade name of Baker Cummins Dermatologicals.

On June 30, 2011, the Company acquired the Biozone Labs Group
which operates as a developer, manufacturer, and marketer of over-
the-counter drugs and preparations, cosmetics, and nutritional
supplements on behalf of health care product marketing companies
and national retailers.

Biozone incurred a net loss of $7.96 million in 2012, as compared
with a net loss of $5.45 million in 2011.  The Company's balance
sheet at Dec. 31, 2012, showed $7.23 million in total assets,
$10.82 million in total liabilities and a $3.58 million total
shareholders' deficiency.

Paritz and Company. P.A., in Hackensack, New Jersey, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012.  The independent
auditors noted that the Company has incurred operating losses for
its last two fiscal years, has a working capital deficiency of
$5,255,220, and an accumulated deficit of $14,128,079.  These
factors, among others, raise substantial doubt about the Company's
ability to continue as a going concern.


BIRDSALL SERVICES: Trustee Proposes Paying Retention Bonuses
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that, to hold Birdsall Services Group Inc. together until
there's a buyer for the bankrupt engineering firm, the newly
appointed Chapter 11 trustee is proposing a retention bonus
program that would cost as much as $728,300.

The report recounts that Birdsall was indicted by the New Jersey
Attorney General and filed for bankruptcy three days after the
bank accounts were seized in the preliminary stages of a criminal
forfeiture proceeding in state court.  The ensuing disputes went
all the way from the bankruptcy court in Trenton, New Jersey, to
the U.S. Court of Appeals in Philadelphia.  The outcome was a
settlement resulting in the appointment of attorney Edwin Stier to
serve as Chapter 11 trustee.

According to the report, because the business temporarily shut
down after the seizure, and employees were late in receiving a
paycheck, the trustee said that some employees left and others are
threatening to do the same.  If the bankruptcy court approves at a
hearing May 6, Mr. Stier will be authorized to pay about 20 top
managers $205,000 collectively.  For dozens of lower-level
workers, the maximum bonuses total $523,300.  The bonuses will be
earned if the employee remains on the job through June 15.
Individual bonuses will range from $500 and $15,000 and will be
"substantially less" than 2012 bonuses.  No bonuses will go to
anyone who was indicted.

The trustee hopes to sell the business quickly and is proposing a
retention-bonus program, since there won't be a business to sell
without key workers.

                    About Birdsall Services

Birdsall Services Group Inc., an engineering firm from Eatontown,
New Jersey, filed for Chapter 11 protection (Bankr. D.N.J. Case
No. 13-16743) on March 29, 2013, when the state attorney general
indicted the business and obtained a court order seizing the
assets.

Birdsall was accused by the state of violating laws prohibiting
so-called pay-to-play, where businesses make political
contributions in return for government contracts.  The state
charged that the company arranged for individuals to make
contributions and then reimbursed the employees.  A company
officer pleaded guilty last year to making political contributions
disguised to appear as though made by individuals.

The Chapter 11 petition filed in Trenton, New Jersey, disclosed
assets of $41.6 million and liabilities totaling $27 million.
Debt includes $3.6 million owing to a bank on a secured claim and
$2.4 million in payables to trade suppliers.


BROADVIEW NETWORKS: Amends $128.8MM Notes Resale Prospectus
-----------------------------------------------------------
Broadview Networks Holdings, Inc., filed an amendment no.1 to its
Form S-1 registration statement covering the resales by certain
holders of up to $128,839,500 in aggregate principal amount of
10.5% Senior Secured Notes due 2017 issued by Broadview Networks
Holdings, Inc., on Nov. 13, 2012, which may be offered from time
to time by Master Trust Bank of Japan Ltd. Re Fidelity US High
Yield, Fidelity Funds SICAV US High Income Fund, Fidelity American
High Yield Fund, et al.  The Selling Noteholders will receive all
of the net proceeds from sales of the Notes registered pursuant to
this prospectus and will pay all underwriting discounts and
selling commissions, if any, applicable to those sales.

The Selling Noteholders may sell any, all or none of the Notes
offered by this prospectus.

   * The Notes were issued on Nov. 13, 2012, in an aggregate
     principal amount of $150,000,000.

   * Interest on the Notes is payable semi-annually in cash in
     arrears on May 15 and November 15 of each year, beginning on
     May 15, 2013, and accrues at a rate of 10.5% per year,
     calculated using a 360-day year.

   * The Notes mature on Nov. 15, 2017.

   * The obligations under the Notes are fully, unconditionally
     and irrevocably guaranteed on a secured basis, jointly and
     severally, by each of the Company's existing and future
     domestic restricted subsidiaries.

   * The Notes and the guarantees are secured by a lien on
     substantially all of the Company's assets.

   * The Company is not required to make any mandatory redemption
     or sinking fund payments with respect to the Notes.

   * The Company has the option to redeem all or a portion of the
     Notes at the redemption prices set forth in this prospectus.

   * Upon certain change of control events or asset sales, each
     holder of the Notes may require us to repurchase all or a
     part of their Notes at the price set forth in this
     prospectus.

The Company does not intend to apply for listing of the Notes on
any national securities exchange or automated quotation system.

A copy of the Amended Prospectus is available at:

                         http://is.gd/2kvw09

                       About Broadview Networks

Rye Brook, N.Y.-based Broadview Networks Holdings, Inc., is a
communications and IT solutions provider to small and medium sized
business ("SMB") and large business, or enterprise, customers
nationwide, with a historical focus on markets across 10 states
throughout the Northeast and Mid-Atlantic United States, including
the major metropolitan markets of New York, Boston, Philadelphia,
Baltimore and Washington, D.C.

Ernst & Young LLP, in New York, N.Y., issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2011.  The independent auditors noted that the
Company has in excess of $300 million of debt due on or before
September 2012.  "In addition, the Company has incurred net losses
and has a net stockholders' deficiency."

The Company reported a net loss of $11.9 million for 2011,
compared with a net loss of $18.8 million for 2010.

The Company's balance sheet at June 30, 2012, showed
$255.25 million in total assets, $378.96 million in total
liabilities, and a $123.71 million total stockholders' deficiency.

                           *     *     *

In the July 23, 2012, edition of the Troubled Company Reporter,
Moody's Investors Service downgraded Broadview Networks Holdings,
Inc. Corporate Family Rating (CFR) to Caa3 from Caa2 and the
Probability of Default Rating (PDR) to Ca from Caa3 in response to
the company's announcement that it has entered into a
restructuring support agreement with holders of roughly 70% of its
preferred stock and roughly 66-2/3% of its Senior Secured Notes.
The company is expected to file a pre-packaged Chapter 11 Plan of
Reorganization or complete an out of court exchange offer.

As reported by the TCR on July 25, 2012, Standard & Poor's Ratings
Services lowered its corporate credit rating on Broadview to 'D'
from 'CC'.  "This action follows the company's announced extension
on its revolving credit facility.  We expect to lower the issue-
level rating on the notes to 'D' once the company files for
bankruptcy, or if it misses the Sept. 1, 2012 maturity payment on
the notes," S&P said.


BRUNSWICK CORP: S&P Hikes Corporate Credit Rating to 'BB'
---------------------------------------------------------
Standard & Poor's Ratings Services raised all ratings, including
the corporate credit rating on Lake Forest, Ill.-based Brunswick
Corp., to 'BB' from 'BB-'.  The outlook is positive.

"The upgrade reflects our belief that, under our updated
performance expectations, Brunswick will maintain credit measures
comfortably within our threshold for a 'BB' corporate credit
rating, even incorporating expected revenue and EBITDA volatility
in the company's marine segment over time.  Given our assessment
of Brunswick's business risk profile, we believe a leverage
threshold in line with a 'BB' rating for Brunswick is in the low-
3x area on average over time, which is also the median leverage
level for the 'BB' category, although we expect that Brunswick
will sustain leverage well below this level in 2013 and 2014.  The
upgrade also reflects Brunswick's lower manufacturing cost
structure after years of restructuring, and our belief that
the company will maintain inventory levels that allow its
production volumes to be largely in line with expected retail
demand over the next several years," S&P said.

Standard & Poor's Ratings Services' corporate credit rating on
Brunswick Corp. reflects S&P's assessment of the company's
financial risk profile as "intermediate" and its business risk
profile as "weak."

"Our assessment of Brunswick's financial risk profile as
intermediate reflects meaningful expected variability in credit
metrics over time.  Although we would be comfortable with leverage
in the mid-3x area on average, we expect total lease- and pension-
adjusted debt to EBITDA (our measure of leverage) to improve to
well below this threshold over the intermediate term.  We believe
leverage will be in the low-2x area in 2013 and about 2x in 2014,
and that funds from operations (FFO) to total adjusted debt will
be in the 35% to 40% range over this time frame.  However, even in
a moderate recession scenario after 2014, and assuming efficient
inventory and cost control over the next several years, we believe
Brunswick's leverage could potentially deteriorate by about 2x.
Still, if management remains disciplined regarding inventory
management, this moderate recession scenario would translate into
a meaningful reduction in variability compared with significant
levels of negative EBITDA experience during the last severe
economic recession," S&P added.

"Our assessment of Brunswick's business risk profile as weak
reflects the discretionary nature of consumer spending on the
company's recreational marine products and the significant
volatility in the company's revenue and EBITDA over multiple
economic cycles.  Brunswick's EBITDA declined to a low of about
negative $220 million in 2009 from a high of about $600 million in
mid-2006, because retail demand for recreational marine products
was poor because of low consumer confidence, falling disposable
income, elevated unemployment, and shrinking credit availability
over this period.  The rationalization of the company's marine
dealer inventory levels and lower manufacturing and administrative
costs across all of its business units following multiple years of
restructuring partly offset the risk factors.  In addition,
Brunswick benefits from some business diversity in its fitness and
bowling segments, as well as its engine and parts and accessories
businesses, that we believe can help moderate boat segment
declines during an economic recession," S&P noted.


CAESARS ENTERTAINMENT: Incurs $216.7 Million Net Loss in Q1
-----------------------------------------------------------
Caesars Entertainment Corporation reported a net loss of $216.7
million on $2.14 billion of net revenues for the quarter ended
March 31, 2013, as compared with a net loss of $281.1 million on
$2.20 billion of net revenues for the same period during the prior
year.

The Company's balance sheet at March 31, 2013, showed $27.47
billion in total assets, $28.03 billion in total liabilities and a
$560 million total deficit.

"During the first quarter, we made significant progress in
expanding and upgrading our existing facilities, particularly in
Las Vegas," said Gary Loveman, Caesars Entertainment's chairman,
president and chief executive officer.  "We opened the Nobu Hotel
and restaurant at Caesars Palace, began the conversion of the
former Bill's Gamblin' Hall & Saloon into a luxury lifestyle
resort to be known as Gansevoort Las Vegas and continued work on
the Linq retail, dining and entertainment experience expected to
open in phases beginning in the fourth quarter.  We also continued
with room upgrades at The Quad Resort & Casino and Bally's Las
Vegas."

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

                        http://is.gd/zQr5Av

                     About Caesars Entertainment

Caesars Entertainment Corp., formerly Harrah's Entertainment Inc.
-- http://www.caesars.com/-- is one of the world's largest casino
companies, with annual revenue of $4.2 billion, 20 properties on
three continents, more than 25,000 hotel rooms, two million square
feet of casino space and 50,000 employees.  Caesars casino resorts
operate under the Caesars, Bally's, Flamingo, Grand Casinos,
Hilton and Paris brand names.  The Company has its corporate
headquarters in Las Vegas.

Harrah's announced its re-branding to Caesar's on mid-November
2010.

The Company incurred a net loss of $1.49 billion on $8.58 billion
of net revenues for the year ended Dec. 31, 2012, as compared with
a net loss of $666.70 million on $8.57 billion of net revenues
during the prior year.  The Company incurred a $823.30 million net
loss in 2010.

                           *     *     *

Caesars Entertainment carries a 'CCC' long-term issuer default
rating, with negative outlook, from Fitch and a 'Caa1' corporate
family rating with negative outlook from Moody's Investors
Service.

As reported in the TCR on Feb. 5, 2013, Moody's Investors Service
lowered the Speculative Grade Liquidity rating of Caesars
Entertainment Corporation to SGL-3 from SGL-2, reflecting
declining revolver availability and Moody's concerns that Caesars'
earnings and cash flow will remain under pressure causing the
company's negative cash flow to worsen.


CALPINE CONSTRUCTION: S&P Rates Planned $1.2-Bil. Term Loan 'BB'
----------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BB' issue
rating and '1' recovery rating to Calpine Construction Finance Co.
L.P.'s (CCFC) planned $900 million and $300 million senior secured
term loans B due 2020 and 2022, respectively.  CCFC will use
proceeds to retire existing debt related to CCFC, issued by CCFC
Finance Corp. and Calpine CCFC Holdings LLC.  The stable outlook
on these ratings is the same as the outlook on Calpine. Ratings
are subject to final documentation.

S&P rates the CCFC debt on a consolidated basis with Calpine.  The
CCFC assets earn most of their cash flow through intercompany
tolling agreement with Calpine Energy Services and are also
operated by Calpine Operating Services Co. Inc.

The terms of the new debt issuances are similar to the debt that
will retire, but at a lower interest rate, so this refinancing
does not alter S&P's forward view of Calpine's financial
performance.  Favorably, the transaction moves debt maturities
from 2016 to 2020 and 2022.

"The stable outlook reflects that of Calpine.  It reflects our
view that Calpine's business risk profile is not likely to change
and that financial performance will likely remain in the mid-
highly leveraged range over the next two years," said Standard &
Poor's credit analyst Terry Pratt.

Higher-than-historic capacity factors at most Calpine units are
likely over the next year or two given the currently low natural
gas prices, resulting in a continuation of its recent relatively
favorable results.  Factors that would likely lead to a downgrade
would be a deterioration in Calpine's financial performance of FFO
to debt of below about 4% or a large reduction in liquidity.
Developments that could lead to an upgrade in Calpine's
creditworthiness would be improved financial performance, with FFO
to debt closer to around 12% and debt to EBITDA below about 5x,
and sound liquidity.


CAPITAL AUTOMOTIVE: S&P Raises Rating on First Lien Loan to 'BB-'
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it removed the issue-level
ratings on Capital Automotive LLC's (CARS) first-lien term loan
and revolving credit facility from CreditWatch, where they had
been placed with positive implications on March 20, 2013.  S&P
then raised the ratings to 'BB-' (with a '2' recovery rating) from
'B+'.  S&P's '2' recovery rating indicates its expectation of a
substantial (70%-90%) recovery in the event of a default.

At the same time, S&P affirmed its 'B-' issue-level rating on the
company's recently completed second-lien term loan, with a '6'
recovery rating, indicating its expectation of negligible (0%-10%)
recovery in the event of a default.

S&P also affirmed its 'B+' corporate credit rating on the company.
The outlook is stable.

"The ratings on CARS reflect Standard & Poor's view of the
company's financial risk profile as highly leveraged and its
business risk profile as fair, with relatively stable revenues and
cash flow," said Standard & Poor's credit analyst Scott Sprinzen.

Earlier this year, CARS obtained an amendment to its first-lien
term loan ($1.5 billion outstanding at Dec. 31, 2012), extending
the maturity to 2019 from 2017, reducing the interest rate, and
modifying certain financial covenants.  The maturity was also
extended on the company's $200 million revolving credit facility
to 2018 from 2016.  The just-completed $325 million second-lien
term loan, along with CARS' use of the proceeds to reduce the
amount of first-lien notes outstanding, materially bolsters
recovery prospects for the remaining first-lien notes.

While S&P has affirmed its corporate credit rating on CARS, S&P
believes these transactions are favorable from an overall credit
perspective, given that refinancing risk has diminished with the
extension of CARS' debt maturity structure.  On the other hand,
adjusted financial leverage remains high, with thin coverage
metrics.  CARS had total debt to capital of 84% at Dec. 31, 2012,
and adjusted debt-service coverage was about 1.4x in 2012.

The outlook is stable.  S&P sees little likelihood of an upgrade
within the 12-month period addressed by the outlook, given CARS'
aggressive financial leverage.  Also, DRA Advisors LLC, a real
estate investment firm, acquired the company in a highly leveraged
transaction in 2005 and controls CARS through an investment fund.
In S&P's view, there is a lack of clarity with respect to DRA's
ultimate strategy for its investment in CARS.  S&P also considers
a downgrade relatively unlikely, given the continuing improvement
in the financial condition of CARS' auto dealer tenants and the
lack of material near-term debt maturities.


CAREMERICA INC: Court Rules in Avoidance Suit v. First Eastern
--------------------------------------------------------------
Caremerica, Inc., was a corporation formed by Ronald Burrell and
Michael Elliott on Jan. 5, 2000, which owned and managed various
assisted living facilities in eastern North Carolina.  Mr. Burrell
was Caremerica's chief executive officer and Elliott was its chief
financial officer.  Caremerica, located in Leland, North Carolina,
provided management services for 20 assisted living facilities and
maintained a centralized operating account from which all of the
managed entities' obligations were paid.

Messrs. Burrell and Elliott formed PPS, Inc., and Partners
Pharmacy Service, Inc., on Jan. 8 and 9, 2003, respectively.  PPS
was a pharmacy, owned primarily by Messrs. Burrell and Elliott,
whose operations included the sale of medication to the various
entities managed by Caremerica.  On March 24, 2005, Partners
Pharmacy Service merged with PPS, which left Messrs. Burrell and
Elliott owning 60% of the resulting corporation, PPS.  On March
31, 2005, the assets of PPS were sold to Omnicare for roughly
$25,000,000.  As a result of the sale, Messrs. Burrell and Elliott
received proceeds of $1,600,000 and $1,400,000, respectively. On
April 1, 2005, PPS changed its name to BER Care, Inc.  Despite
having no ongoing business activities or assets, BER Care
maintained a bank account with First-Citizens Bank.

Leading up to its bankruptcy filing, Caremerica began experiencing
financial difficulties and began randomly transferring funds
between its centralized operating account and the accounts of
entities it managed.  Specifically, funds that were credited to
one entity would be transferred to another entity to pay its
outstanding obligations. Caremerica was, essentially, robbing the
accounts of various entities it owned or managed to pay the
obligations of another.  These transfers were made by Stanley E.
Brunson, Jr., Caremerica's in-house accountant, at the instruction
of Messrs. Burrell and Elliott.  From the first quarter of 2003
through the fourth quarter of 2006, Caremerica failed to pay
employment taxes to the Internal Revenue Service and the North
Carolina Department of Revenue for the various assisted living
facilities it owned and operated. In lieu of paying these
employment taxes, Caremerica had willfully paid other obligations.

Caremerica's total unpaid employment tax liability to the IRS,
excluding penalties and interest, exceeded $4,500,000. During the
summer of 2005, the IRS and N.C. Dept of Revenue began demanding
that Caremerica bring their tax filing and payments in compliance.
After Caremerica failed to provide financial documentation, file
tax returns and pay outstanding taxes, the IRS and the N.C. Dept
of Revenue began threatening to seize assets and issuing notices
of tax liens to the numerous entities owned and controlled by
Caremerica.

Between September 1, 2005 and March 31, 2006, Caremerica used the
BER Care account in a scheme to hinder collection efforts by the
IRS and N.C. Dept of Revenue and to avoid levies of its central
operating account by the IRS and the N.C. Dept of Revenue. Funds
from Caremerica's central operating account were transferred to
the BER Care account and used to directly pay obligations owed by
Caremerica and the other entities it owned and managed.

On Sept. 15, 2006, Caremerica, Inc., Caremerica Adult Care, Inc.,
The Meadows of Hermitage, Inc., The Meadows of Fayetteville Inc.,
and The Meadows of Wilmington, Inc., operators of adult care homes
in eastern North Carolina, filed Chapter 11 petitions (Bankr.
E.D.N.C. Case No. 06-02913), and the cases were subsequently
converted to chapter 7 liquidating proceedings.  On Feb. 4, 2008,
the court entered an order allowing the substantive consolidation
of the Debtors and the appointment of a trustee.  James B. Angell
serves as the Chapter 7 Trustee, and is represented by Philip W.
Paine, Esq., at Howard, Stallings, From & Hutson, P.A., in
Raleigh, N.C.

On September 14, 2008, the Chapter 7 trustee filed the multi-count
complaint initiating the adversary proceeding, seeking avoidance
and recovery of preferential and fraudulent transfers made to BER
Care, as a conduit, pursuant to 11 U.S.C. Secs. 547 and 548 of the
Bankruptcy Code.  The complaint was amended on August 26, 2009.
Among the transfers challenged by the trustee were those allegedly
transferred by the debtor to BER Care and then subsequently
transferred to the remaining defendants.  The amended complaint
sought avoidance and recovery, as fraudulent, the funds
transferred and deposited by Caremerica in the BER Care account
and the subsequent transfers BER Care made to made to the various
entities also named as defendants, including Adcar Inc., First
Eastern LLC, Powell Properties of Durham County LLC as
preferential transfers.

On February 22, 2012, the court bifurcated this adversary
proceeding into two separate phrases.  The first phase involved
the avoidance of the approximately 509 transfers Caremerica made
to BER Care, specifically, $5,216,167 that was transferred or
deposited into the BER Care account between September 2, 2005 and
March 31, 2006.  These transfers and deposits into the BER Care
account were from the Caremerica's central operating account and
the various accounts of assisted living facilities it managed.

Assuming and to the extent that the trustee was successful in
avoiding these transfers and deposits into the of BER Care
account, the second phase of the adversary proceeding would
proceed with the avoidance and recovery of funds transferred from
the BER Care account to various defendants on account of
Caremerica's obligations and those of the various assisted living
facilities and entities it oversaw.

On January 14, 2013, First Eastern and Powell Properties of
Durham, recipients of transfers from the BER Care account, filed a
motion for partial summary judgment with respect to all of the
trustee's claims involved in the first phase. Their motion,
however, was rendered moot by the court-approved compromise
between the trustee, First Eastern and Powell Properties of Durham
on April 3, 2013. Subsequent to its bifurcation order, the court
has also approved compromises between the trustee and numerous
other defendants in this adversary proceeding. On April 1, 2013,
the court entered an order allowing the trustee's motion for
approval of a compromise executed between the trustee and
Institutional Food House, Inc.  The court also approved a
compromise reached between the trustee and Carolina Long Term
Care, LLC d/b/a Carolina Care, LLC.  Between March 11, 2013 and
March 21, 2013, the trustee also stipulated to the dismissal with
prejudice of any and all claims previously asserted against
Pinewood Associates, a General Partnership, Pinewood of Pink Hill,
LLC, the City of Kinston and the City of Wilson.

In his response to the partial motion for summary judgment, the
trustee filed the cross motion for summary judgment currently
before the court, seeking to establish, as a matter of law, that
the funds transferred and deposited into the BER Care account
between September 2005 and March 2006, are avoidable as actual and
constructively fraudulent transfers. Despite receiving a copy of
the cross-motion for summary judgment, BER Care failed to provide
a response and, therefore, it has not provided any evidence to
refute the evidence offered by the trustee.

The trustee asserts that BER Care was the recipient and initial
transferee of actual and constructively fraudulent transfers made
by the Caremerica into the BER Care account, pursuant to Secs.
548(a)(1) and. 550 of the Bankruptcy Code.

In a May 2, 2013 Order available at http://is.gd/qhImT4from
Leagle.com, Bankruptcy Judge J. Rich Leonard said the affidavits,
the declaration of Mr. Burrell, Mr. Brunson's deposition
transcript, federal criminal sentencing memorandums, discovery
responses and other materials submitted by the trustee along with
his cross motion for summary judgment demonstrate that, as a
matter of law, the funds transferred and deposited into the BER
Care account by Caremerica are avoidable pursuant to Sec.
548(a)(1)(A) and (B) of the Bankruptcy Code.  Judge Leonard said
the trustee's cross motion for summary judgment is allowed, and
directed the trustee to proceed with the second phase in
accordance with the bifurcation order.

The case is, JAMES B. ANGELL, CHAPTER 7 TRUSTEE, Plaintiff, v. BER
CARE, INC. F/K/A PPS, INC., ADCAR, INC., CAROLINA LONG TERM CARE,
LLC D/B/A CAROLINA CARE, LLC, CITY OF KINSTON, CITY OF WILSON,
FIRST EASTERN, LLC, INSTITUTION FOOD HOUSE, INC., PINEWOOD
ASSOCIATES, A GENERAL PARTNERSHIP AND/OR PINEWOOD OF PINK HILL,
LLC, POWELL PROPERTIES OF DURHAM COUNTY, LLC, STANLEY E. BRUNSON,
JR., Defendants, Adv. Proc. No. 08-00174 (Bankr. E.D.N.C.).


CENTURY PLAZA: Court Sets June 3 Disclosure Statement Hearing
-------------------------------------------------------------
The hearing to consider the approval of the Disclosure Statement
filed by Century Plaza LLC in support of its Plan of
Reorganization will be held on June 3, 2013, at 10:00 a.m., or as
soon thereafter as counsel may be heard.

May 27, 2013, is fixed as the last day for filing and serving
written objections to the Disclosure Statement.

According to the Disclosure Statement, the Plan provides for
distributions to the holders of Allowed Claims from funds realized
by the Debtor from the continued operation of the Debtor's
business by the Debtor as well as from existing cash deposits and
cash resources of the Debtor.  To the extent necessary, Inland
Century Plaza, LLC's Class 1 Claim, as provided for in the Plan,
may be made from the proceeds of refinancing and/or the sale of
the Shopping Center.

Beginning on the Effective Date, The Debtor will make these
payments to Inland (owed $22,472,182.19, plus interest at 5%
accruing from the Petition Date through the Effective Date of the
Plan and attorneys fees): the greater of (a) Monthly Net Cash
Flow, or (b) $46,875 per month ("Minimum Payment Due).  In
addition to the Monthly Net Cash Flow, the Debtor will deposit
monthly with Inland, 1/12th of the estimated amount of real estate
taxes coming due (the "Real Estate Escrow Amounts").

On the Effective Date, the Debtor will remit to Inland all of its
Cash on the Effective Date, less (a) the amount of the Debtor's
allowed and unpaid administrative claims in an amount not to
exceed $200,000 and Class 3 Unsecured Claims in the amount of
$84,143.78, (b) an amount equal to $100,000 which will serve as
working capital ("Working Capital Reserve") cushion by the Debtor,
and (c) the amount of unpaid real estate taxes due and owing on
the Shopping Center which will be paid to the County Treasurer.

Allowed Tenant Claims in Class 2 will be paid in full in cash as
required by the underlying lease between the Debtor and the Class
2 Claim holder.

Unsecured Creditors exclusive of Insider Claims in Class 3, owed
approximately $84,143.78, will be paid 100% of their Claims in
cash on the Effective Date or as soon as practicable thereafter
from available existing cash resources of the Debtor.

Insider Claims in Class 4 are voluntarily subordinated to the
Allowed Class 1 Claim, will not share in any distributions of
Allowed Unsecured Claims and will receive no distributions under
the Plan unless and until the Allowed Class 1 Claim is paid in
full or Inland agrees otherwise, whichever occurs sooner.

The Member of the Debtor (Class 5 Interests) will retain its
Interests in the Debtor after Confirmation of the Plan.  No
distributions will be made to the Member on account of its
interests in the Debtor unless and until the payments to Inland
under the Plan have been completed or until Inland agrees
otherwise, whichever occurs sooner.

A copy of the Disclosure Statement is available at:

         http://bankrupt.com/misc/centuryplaza.doc239.pdf

                        About Century Plaza

Based in Merrillville, Indiana, Century Plaza LLC owns and
operates a commercial shopping center known as "Century Plaza".
It filed for Chapter 11 bankruptcy (Bankr. N.D. Ind. Case No.
11-24075) on Oct. 18, 2011.  Judge J. Philip Klingeberger presides
over the case.  Crane, Heyman, Simon, Welch & Clar serves as the
Debtor's counsel.  Anderson & Anderson P.C. serves as local
bankruptcy counsel.  The Debtor estimated assets and debts at
$10 million to $50 million.  The petition was signed by Richard
Dube, president of Tri-Land Properties, Inc., manager.


CHARLES GROGAN: Fails to Confirm Plan for Silver Bells Tree Farm
----------------------------------------------------------------
Bankruptcy Judge Frank R. Alley, III, declined to approve the plan
submitted by Charles A. Grogan and Sarah A. Grogan to reorganize
their Christmas tree farming business.  Instead, the Court left
the door open for the secured lender, Harvest Capital Company, to
file its own plan for the business.

The parties disagree over the amount of Harvest's full claim.
Harvest argues it is $7,903,789.  The Debtors argue it is
$7,426,999.

In earlier proceedings Harvest proposed to file a plan of its own.
The Court discouraged the idea, stating that it would not act on a
creditor's plan until the Debtors' plan had been considered. Since
that has now occurred, Harvest is entitled to submit its plan if
it elects to do so, according to Judge Alley. Harvest should
notify the Court and interested parties of its election to file a
plan within 21 days of the date of the order denying confirmation.
The plan itself, and a disclosure statement, should be filed
within 28 days thereafter.

If Harvest does not elect to file a proposed plan, the Court will
enter an order requiring the Debtors to show cause why the case
should not be converted or dismissed.

A copy of the Court's April 26, 2013 Memorandum Opinion is
available at http://is.gd/2fFRm5from Leagle.com.

Charles and Sarah Grogan own and operate Silver Bells Tree Farm,
located in Marion County, Oregon, where they plant and grow
Christmas trees, mostly of the popular Noble fir variety.  They
filed their voluntary Chapter 11 petition (Bankr. D. Ore. Case No.
11-65409) on October 31, 2011.


CHOCTAW RESORT: Moody's Revises Ratings Outlook to Positive
-----------------------------------------------------------
Moody's Investors Service changed Choctaw Resort Development
Enterprise's ratings outlook to positive from stable. Moody's also
affirmed the Enterprises' Caa1 Corporate Family Rating, Caa1-PD
Probability of Default Rating, and the Caa1 rating on the senior
unsecured notes.

The outlook revision to positive reflects a sharp improvement in
run-rate EBITDA, largely owing to expense reductions from the
termination of certain unfavorable vendor contracts. The outlook
revision also recognizes changes to improve the Enterprise,
including the establishment of a stable and professional
management team. Notwithstanding these positives, the rating also
captures weak topline trends due to soft regional economic
conditions and the competitive nature of the inland markets where
the casinos are located. While the bulk of major expense
reductions are largely complete, Moody's still expects the
Enterprise to prudently manage its costs such that EBITDA remains
relatively stable despite contracting revenues.

The following summarizes the ratings actions:

Ratings affirmed:

  Corporate Family Rating at Caa1

  Probability of Default Rating at Caa1-PD

  $114 million senior unsecured notes due 2019 at Caa1 (LGD4,
  56%)

Ratings Rationale:

The Caa1 CFR reflects Choctaw Resort's small size, earnings
concentration in a single jurisdiction, relatively low population
density in its primary market, weak gaming revenue trends, and the
challenging local economy in its primary markets in Mississippi
and Alabama. The rating also captures the high level of tribal
distributions as a percentage of EBITDA and the expectation they
will continue to be maximized (as per the credit agreement and
bond indenture), and uncertainty related to the outcome of the FBI
investigation that has been ongoing at the Enterprise since July
2011. Moody's will continue to monitor further developments from
this investigation and assess potential rating implications as
appropriate. In addition, the rating reflects the high degree of
uncertainty surrounding the enforceability of lenders' claims at
default and other unique risks common to Native American gaming
issuers.

The rating is supported by Choctaw Resort's solid credit metrics
including expectations that debt to EBITDA less tribal
distributions will range from 4.5 to 5.0 times and that EBITDA
less capex & tribal distributions to interest will exceed 2.0
times over the next 12 to 18 months. The rating also reflects the
Enterprise's long-dated debt maturities, and Moody's view that the
liquidity profile is adequate.

Moody's could upgrade the ratings if the Enterprise stabilizes
topline trends and sustains or improves EBITDA levels. A reduction
in tribal distributions in favor of investment in the Pearl River
Resort could also yield positive ratings pressure. A ratings
upgrade would also require Choctaw Resort's to sustain a track
record of management and corporate governance stability. More
clarity around the FBI investigation would also support upward
pressure.

Moody's could revise the ratings outlook back to stable if revenue
declines worsen such that EBITDA meaningfully deteriorates from
current run-rate levels. Any factors/events that could debilitate
the gaming operations would likely result in downward rating
pressure, including an adverse development in the FBI
investigation, management turnover/corporate governance issues,
and/or a deterioration in liquidity.

The principal methodology used in this rating was the Global
Gaming published in December 2009. Other methodologies used
include Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.

Choctaw Resort is a component unit of the Mississippi Band of
Choctaw Indians, which was created by the Tribe in October 1999 to
run its gaming operations. It owns and operates in central
Mississippi the Silver Star Hotel and Casino, the Golden Moon
Hotel and Casino and the Bok Homa Casino, which commenced
operations in 1994, 2002 and 2010, respectively.


CHRYSLER LLC: Court Dismisses Customer's Suit
---------------------------------------------
Felicia Ricks purchased a Dodge Durango from Rosedale Dodge in
Minnesota on May 16, 2005.  After experiencing mechanical problems
and believing they were defrauded, Felicia and her husband James
Ricks commenced an adversary proceeding against Chrysler Group LLC
-- New Chrysler -- and subsequently filed an Amended Complaint,
dated April 21, 2012.  New Chrysler moved to dismiss the Amended
Complaint, and the Court converted that motion to one for summary
judgment.  The Ricks also cross-moved for summary judgment. In a
May 2, 2013 Memorandum Decision available at http://is.gd/hxC5DI
from Leagle.com, Bankruptcy Judge Stuart M. Bernstein granted New
Chrysler's motion and denied the Ricks' motion.  The case is,
JAMES RICKS and FELICIA RICKS, Plaintiffs, v. NEW CHRYSLER GROUP
LLC, et al., Defendant, Adv. Proc. No. 12-09801 (Bankr. S.D.N.Y.).

                       About Chrysler Group

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

Chrysler LLC and 24 affiliates on April 30, 2009, sought Chapter
11 protection from creditors (Bankr. S.D.N.Y (Mega-case), Lead
Case No. 09-50002).  The U.S. and Canadian governments provided
Chrysler LLC with $4.5 billion to finance its bankruptcy case.

In connection with the bankruptcy filing, Chrysler reached an
agreement to sell all assets to an alliance between Chrysler and
Italian automobile manufacturer Fiat.  Under the terms approved by
the Bankruptcy Court, the company formerly known as Chrysler LLC
in June 2009, formally sold substantially all of its assets to the
new company, named Chrysler Group LLC.

                           *     *     *

Chrysler has a 'B1' corporate family rating from Moody's.

Moody's upgraded the rating from 'B2' to 'B1' in February 2013.
Moody's said that the upgrade reflects Moody's expectation that
Chrysler will be able to sustain the progress it has made during
the past 18 months in strengthening its competitive position in
North America.


CNC PAYROLL: Texas Judge Won't Remove Smith as Chapter 7 Trustee
----------------------------------------------------------------
Bankruptcy Judge Marvin Isgur found insufficient cause to remove
W. Steve Smith as Chapter 7 trustee for CNC Payroll Inc., saying
there is "not clear and convincing evidence" that Mr. Smith
breached his fiduciary duty to the Estate.

When Mr. Smith determined that the Estate should retain counsel,
he sought to retain McFall, Breitbeil & Smith, P.C., a law firm in
which he is a partner.  After the Court questioned whether his own
law firm should be retained, Mr. Smith wrote a letter soliciting
other firms to serve as Estate counsel.  Because the letter
appeared to have been designed to favor Mr Smith's firm, the Court
issued an order requiring Mr. Smith to show cause why he should
not be removed as Trustee.

Judge Isgur's May 1, 2013 Memorandum Opinion, available at
http://is.gd/AU3JXwfrom Leagle.com, examines whether Mr. Smith's
conduct mandates his removal.

CNC Payroll Inc. filed its voluntary petition under Chapter 7
of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 12-33012) on
April 25, 2012.  On the same date, W. Steve Smith --
ssmith@mcfall-law.com -- was appointed Chapter 7 trustee.


COACH AMERICA: Bridgestone Asks Judge Not to Dismiss Case
---------------------------------------------------------
Matt Chiappardi of BankruptcyLaw360 reported that Bridgestone
Americas Tire Operations LLC asked a federal judge in Delaware on
Wednesday not to dismiss the Chapter 11 case for Coach America
Inc. because it claims the estate still owes it more than $1
million for tires the charter bus company used while it was being
sold.

According to the report, the tire supplier said it was concerned
it wouldn't get back the money it claims it is owed for being a
so-called administrative creditor in the case.

                      About Coach America

Coach America -- http://www.coachamerica.com/-- was the largest
tour and charter bus operator and the second largest motorcoach
service provider in the U.S.  Coach America operated the second
largest fleet in the U.S. with over 3,000 vehicles, including over
1,600 motorcoaches, primarily under the Coach America, American
Coach Lines and Gray Line brands.

Coach America Holdings Inc. and its U.S.-based subsidiaries filed
to reorganize under Chapter 11 of the U.S. Bankruptcy Code (Bankr.
D. Del. Lead Case No. 12-10010) on Jan. 3, 2012.  Judge Kevin
Gross presides over the case.  Coach America's investment banker
is Rothschild Inc., legal counsel are Lowenstein Sandler PC and
Polsinelli Shughart, and its financial advisor is Alvarez & Marsal
North America LLC.  BMC Group Inc. serves as the Debtors' notice,
claims and balloting agent.

Coach America disclosed $274 million in assets and $402 million in
liabilities as of Nov. 30, 2011.  Liabilities include $318.7
million owing on first-lien debt with JPMorgan Chase Bank NA as
agent.  Second-lien debt, with Bank of New York Mellon Corp. as
agent, is $30.5 million.

Attorneys for JPMorgan, as Prepetition First Lien Agent and DIP
Agent, are Brian M. Resnick, Esq., at Davis Polk & Wardwell LLP;
and Mark D. Collins, Esq., at Richards, Layton & Finger, P.A.

In February 2012, Coach America named Laura Hendricks, the
company's vice president for business development, as its new
chief executive.


CODA HOLDINGS: Meeting to Form Creditors' Panel on May 10
---------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3, will
hold an organizational meeting on May 10, 2013, at 10:30 a.m. in
the bankruptcy cases of Coda Holdings, Inc., et al.  The meeting
will be held at:

         J. Caleb Boggs Federal Building
         844 King Street, Room 5209
         Wilmington, DE 19801

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.

                       About CODA Energy

Los Angeles, California-based CODA Energy --
http://www.codaenergy.com-- manufactures energy products based on
lithium-ion batteries, adaptive battery-management technology and
scalable system architecture.  CODA Energy's products feature a
modular design that provides reliable, secure, cost-effective
solutions for a wide range of energy and power needs, including
peak shaving, load leveling, renewable energy integration,
frequency regulation, voltage support, and transmission and
distribution (T&D) upgrade deferral.

CODA Holdings, Inc., filed for Chapter 11 bankruptcy (Bankr. D.
Del. Case No. 13-_____) on May 1, 2013, to enable the Company to
complete a sale, confirm a plan, and emerge from bankruptcy in a
stronger position to execute its new business plan.  The Company
expects the sale process to take 45 days to complete.

FCO MA CODA Holdings LLC, an affiliate of Fortress Investment
Group, is leading a consortium of lenders intending to provide DIP
financing to enable the Company's energy storage business to
remain fully operational during the restructuring process.  The
consortium, or its designee, will also as stalking horse bidder to
acquire the Company post-bankruptcy.  In addition, the Company
will seek to monetize value of its existing automotive business
assets.

CODA's legal advisor in connection with the restructuring is White
& Case LLP.  Emerald Capital Advisors serves as its Chief
Restructuring Officer and restructuring advisor, and Houlihan
Lokey serves as its investment banker for the restructuring.
Sidley Austin LLP is serving as FCO MA CODA Holdings LLC's legal
advisor.


CODA HOLDINGS: Case Summary & 30 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Coda Holdings, Inc.
          aka Miles Electric Vehicles Ltd.
        2340 S. Fairfax Avenue
        Los Angeles, CA 90016

Bankruptcy Case No.: 13-11153

Affiliates that simultaneously filed Chapter 11 petitions:

        Debtor                        Case No.
        ------                        --------
Coda Automotive, Inc.                 13-11154
Coda Automotive (CA), Inc.            13-11155
Coda Energy LLC                       13-11156
EnergyCS LLC                          13-11157

Chapter 11 Petition Date: May 1, 2013

Court: U.S. Bankruptcy Court
       District of Delaware (Delaware)

Judge: Christopher S. Sontchi

Debtors? Counsel: L. John N. Bird, Esq.
                  FOX ROTHSCHILD, LLP
                  919 North Market Street, 16th Floor
                  Wilmington, DE 19801
                  Tel: (302) 622-4263
                  Fax: (302) 656-8920
                  E-mail: jbird@foxrothschild.com

                         - and ?

                  John K. Cunningham, Esq.
                  WHITE & CASE, LLP
                  Wachovia Financial Center
                  200 South Biscayne Blvd
                  Miami, FL 33131
                  Tel: (305) 371-2700

                         - and ?

                  Roberto J. Kampfner, Esq.
                  WHITE & CASE, LLP
                  633 West Fifth Street, Suite 1900
                  Los Angeles, CA 90071-2007
                  Tel: (213) 620-7705
                  Fax: (213) 452-2329
                  E-mail: rkampfner@whitecase.com

                         - and ?

                  Jeffrey M. Schlerf, Esq.
                  FOX ROTHSCHILD, LLP
                  Citizens Bank Center, Suite 1300
                  919 North Market Street
                  P.O. Box 2323
                  Wilmington, DE 19899-2323
                  Tel: (302) 654-7444
                  Fax: (302) 656-8920
                  E-mail: jschlerf@foxrothschild.com

                         - and ?

                  John H. Strock, Esq.
                  FOX ROTHSCHILD, LLP
                  919 N. Market Street, Suite 1300
                  P.O Box 2323
                  Wilmington, DE 19899-2323
                  Tel: (302) 654-7444
                  Fax: (302) 656-8920
                  E-mail: jstrock@foxrothschild.com

Lead Debtor?s
Estimated Assets: $10,000,001 to $50,000,000

Lead Debtor?s
Estimated Debts: $50,000,001 to $100,000,000

The petitions were signed by John Wilson, Esq., senior vice
president/secretary/general counsel.

Debtors' Consolidated List of List of 30 Largest Unsecured
Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Hafei Motor Co., Ltd.              Trade                $2,730,890
1 Yaptai Road
International Business Development
Harbin
Heilongjian, 150060
China

Morgan Stanley & Co., Incorporated Advisory             $1,686,386
1585 Broadway
New York, NY 10036

UQM Technologies, Inc.             Trade                $1,310,624
4120 Specialty Place
Longmont, CO 80504

DPECO, Co. Ltd.                    Trade                $1,306,119
196-37, Anyang 7-Dong
Manan-Gu
Gyeonggi Do
Anyang-City, Korea

Faurecia China                     Trade                  $924,441
4F No. 91 Building
1122 Qinzhou North Road
Caohejing Park
Shanghai, China

Saturn Electronics                 Trade                  $799,527
2120 Austin Avenue
Rochester, MI 48309

KPMG, LLC                          Trade                  $783,559
4200 Wells Fargo Center
90 South Seventh Street
Minneapolis, MN 55402-3903

UQM Power Products, Inc.           Trade                  $687,773
4120 Specialty Place
Longmont, CO 80504

Pilot Systems International        Trade                  $532,504
37500 Enterprise Court
Farmington, MI 48331

RLE International                  Trade                  $500,041
31701 Research Park
Madison Heights, MI 48071

Droga5, LLC                        Trade                  $466,943
400 Layfayette Street, 5th Floor
New York, NY 10003

KPIT Infosystems, Inc.             Trade                  $418,144
33 Wood Avenue South, Suite 720
Iselin, NJ 08830

APS West Coast, Inc.               Trade                  $360,489
1997 Elm Road
Benicia, CA 94510

Lear Corporation                   Trade                  $355,520
21557 Telegraph Road
Southfield, MI 48033

Airbiquity, Inc.                   Trade                  $350,000
1011 Western Avenue, Suite 600
Seattle, WA 98104

RTECH Services, LLC                Trade                  $349,988
31701 Research Park Drive
Madison Heights, MI 48071

CDH Detroit, Inc.                  Trade                  $338,234
2600 Auburn Road, #240
Auburn Hills, MI 48326

Weil Gotshall & Manges, LLP        Legal                  $318,871
767 Fifth Avenue
New York, NY 10153

BET Services, Inc.                 Trade                  $302,114
7400 Pacific Circle
Mississauga, Ontario, L5T 2A4

FEV, Inc.                          Trade                  $268,197
4554 Glenmeade Lane
Auburn Hills, MI 48326

Wolf Greenfield & Sacks, P.C.      Legal                  $257,941
600 Atlantic Avenue
Boston, MA 02210-2206

Buerge Ford/Buerge Chrysler-Jeep   Trade                  $248,800

Mustang Advanced Engineering       Trade                  $246,625

Idex Solutions                     Trade                  $227,824

Blitz Digital Studios, LLC         Trade                  $223,695

EWI Worldwide                      Trade                  $213,215

PricewaterhouseCoopers, LLP        Accounting             $200,000

Jilin Province Yatong Logistics    Trade                  $191,805
Co. Ltd.

Delphi Electric Centers (Shanghai) Trade                  $187,400
Co., Ltd.

Eberspaecher Catam GmbH & Co. KG   Trade                  $180,598


COMMONWEALTH GROUP: Court Sets June 13 Plan Confirmation Hearing
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Tennessee
last month entered an order approving the adequacy of the
disclosure statement explaining the terms of Commonwealth Group-
Mocksville Partners, LP's Amended Plan of Reorganization.

The hearing to consider confirmation of the Plan will be held on
June 13, 2013, at 10:00 a.m.  The Court fixed June 6, 2013 as the
last day for filing written acceptances or rejections of the Plan,
as well as the last day for filing and serving pursuant to Rule
3020(b)(1) written objections to confirmation of the Plan.  A
summary of acceptances and rejections by class and by number and
amount are due at least 2 days prior to the confirmation hearing.

As reported in the TCR on April 11, 2013, the Amended Plan
proposes that the Debtor will continue its operation of
the Mocksville Town Common Shopping Center.  The Debtor's Plan
will be funded from the rent revenues and common area maintenance
(CAM) charges from the shopping center.  All allowed claims will
be paid in full, with interest, according to the Disclosure
Statement.

PNC Bank's secured claim will be reduced by a $140,000 principal
payment.  Monthly payments of $37,110 will be made beginning on
the 15th day of the first month after the Effective Date, with a
balloon payment on the 7th anniversary of the new promissory note
to be issued to PNC.

The postpetition action filed by PNC Bank in the U.S. District
Court against the guarantors (PNC Bank, National Association v.
Azur Properties Group, et al. (Case No. 3:13-cv-00098)) will be
stayed so long as the Debtor performs its obligations to PNC Bank
under the confirmed Plan.

The $1,600 priority claim of the Town of Mocksville and the
holders of Unsecured Claims less than $1,000 will be paid on the
effective Date of the Plan.

Holders of unsecured claims exceeding $1,000 and the Davie
County's secured claim will be paid in equal monthly installments,
beginning on the Effective Date of the Plan, with a final payment
of the balance owing on the 2nd anniversary of the Effective Date.

Equity holders will retain their interests.

A copy of the Amended Disclosure Statement is available at:

       http://bankrupt.com/misc/commonwealthgroup.doc63.pdf

                     About Commonwealth Group

Commonwealth Group-Mocksville Partners, LP, filed a Chapter 11
petition (Bankr. E.D. Tenn. Case No. 12-34319) on Oct. 25, 2012,
in Knoxville, Tennessee.  The Debtor disclosed $11,391,578 in
assets and $22,668,998 in liabilities in its amended schedules.
The Debtor owns 30 acres of commercial property in Mocksville,
Davie County, North Carolina.  The Debtor constructed a 48,179
square foot retail shopping center on 5.58 acres of the property,
which is currently 95% leased to various retail tenants.

Judge Richard Stair Jr. presides over the case.  Maurice K. Guinn,
Esq., at Gentry, Tipton & McLemore P.C., in Knoxville, Tenn.,
represents the Debtor as counsel.  The petition was signed by
Milton A. Turner, chief manager and general partner.


CPI CORP: Employments of Officers and Directors Terminated
----------------------------------------------------------
The employment of James Abel, interim president and chief
executive officer and Jane Nelson, secretary and general counsel
terminated on May 1, 2013.  Following the first meeting of
creditors, Dale Heins and Rose O'Brien will resign their positions
as treasurer and assistant treasurer, respectively.

Effective upon the appointment of a trustee by the Bankruptcy
Court, all of the directors of the Company (James Abel, David
Meyer, Eric Salus, Michael Koeneke and Turner White) resigned as
members of the Company's Board of Directors.  The Company has no
current members of the Board of Directors.

The Company has received notice from Computershare Trust Company
N.A., the transfer agent for the Company, that Computershare Trust
Company N.A. is terminating its appointment as transfer agent of
the Company effective May 17, 2013.

CPI Corp., an operator of 2,700 photo studios, filed a petition on
May 1 to liquidate in Chapter 7 (Bankr. D. Del. Case No. 13-11158)
where a trustee was appointed immediately to liquidate the assets.

The last balance sheet for November had assets of $56.2 million
and liabilities of $174.8 million.  The bankruptcy petition listed
liabilities for the parent company of $135 million, including
secured claims totaling $99.4 million.

On April 15, 2013, three of the Company's Canadian subsidiaries,
CPI Corp., an unlimited liability company organized under the laws
of Nova Scotia, CPI Portrait Studios of Canada Corp., an unlimited
liability company organized under the laws of Nova Scotia, and CPI
Canadian Images, an Ontario partnership, were subject to an order
by the Superior Court of Justice in the Province of Ontario
pursuant to Section 243(1) of the Bankruptcy and Insolvency Act,
R.S.C. 1985, cB-3, as amended and Section 101 of the Courts of
Justice Act, R.S.O. 1990, C.C.43, as amended, in which Duff &
Phelps Canada Restructuring Inc. was appointed as receiver and
receiver and manager without security of all of the assets,
undertakings and properties of such Canadian subsidiaries,
acquired for, or used in relation to a business carried on by
those Canadian subsidiaries, including all proceeds thereof.  The
Court File No. is 13-10069-00CL.


D & L ENERGY: Section 341(a) Meeting Set on June 7
--------------------------------------------------
A meeting of creditors in the bankruptcy case of D & L Energy will
be held on June 7, 2013, at 1:00 p.m. at Federal Bldg Youngstown -
341 Meeting Room, 3rd Floor.

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

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

                          About D&L Energy

D & L Energy has been involved in a number of joint ventures and
limited partnerships that drill, own, and operate conventional oil
and gas wells throughout Northeast Ohio and Northwest
Pennsylvania.  D&L has also been involved in the drilling,
construction, operation and ownership of saltwater injection wells
in the State of Ohio.  D&L has also been involved in marketing and
selling the "deep rights" to its oil and gas leases.

In early 2013, the then-principal of D&L, Ben Lupo, was accused of
violating the U.S. Clean Water Act by allegedly instructing
agents/employees of a separate entity to dump waste water in an
improper manner.  As a result of Mr. Lupo's alleged actions, the
Debtors were forced to incur substantial clean up costs.

D & L Energy, based in Youngstown, Ohio, and affiliate Petroflow,
Inc., filed for Chapter 11 bankruptcy (Bankr. N.D. Ohio Lead Case
No. 13-40813) on April 16, 2013.  Judge Kay Woods oversees the
case.  Kathryn A. Belfance, Esq., at Roderick Linton Belfance,
LLP, serves as the Debtors' counsel, and Walter Haverfield, LLP,
is the environmental counsel.  In its petition, D&L estimated
$50 million to $100 million in assets and $1 million to
$10 million in debts.


DENNY'S CORP: Files Form 10-Q, Reports $7.1MM Net Income in Q1
--------------------------------------------------------------
Denny's Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
of $7.08 million on $114.49 million of total operating revenue for
the quarter ended March 27, 2013, as compared with net income of
$5.86 million on $126.73 million of total operating revenue for
the quarter ended March 28, 2012.

The Company's balance sheet at March 27, 2013, showed $311.29
million in total assets, $309.47 million in total liabilities and
$1.81 million in total shareholders' equity.

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

                         http://is.gd/oAmQBe

                       About Denny's Corporation

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

The Company said in its annual report for the year ended Dec. 28,
2011, that as the Company is heavily franchised, its financial
results are contingent upon the operational and financial success
of its franchisees.  The Company receives royalties, contributions
to advertising and, in some cases, lease payments from its
franchisees.  The Company has established operational standards,
guidelines and strategic plans for its franchisees; however, the
Company has limited control over how its franchisees' businesses
are run.  While the Company is responsible for ensuring the
success of its entire chain of restaurants and for taking a longer
term view with respect to system improvements, the Company's
franchisees have individual business strategies and objectives,
which might conflict with the Company's interests.  The Company's
franchisees may not be able to secure adequate financing to open
or continue operating their Denny's restaurants.  If they incur
too much debt or if economic or sales trends deteriorate such that
they are unable to repay existing debt, it could result in
financial distress or even bankruptcy.  If a significant number of
franchisees become financially distressed, it could harm the
Company's operating results through reduced royalties and lease
income.

                           *     *     *

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


DESERT LAND: Dist. Judge Certifies Ruling to Allow Appeal
---------------------------------------------------------
TOM GONZALES, Plaintiff, v. DESERT LAND, LLC et al., Defendants,
No. 3:11-cv-00613-RCJ-VPC (D. Nev.), arises out of an alleged
breach of a settlement agreement that was part of a confirmation
plan in a Chapter 11 bankruptcy action.  On Dec. 7, 2000, Mr.
Gonzales loaned $41.5 million to Defendants Desert Land, LLC and
Desert Oasis Apartments, LLC to finance their acquisition and/or
development of land ("Parcel A") in Las Vegas, Nevada. The loan
was secured by a deed of trust. On May 31, 2002, Desert Land and
Desert Oasis Apartments, as well as Desert Ranch, LLC, each filed
for bankruptcy, and District Judge Robert C. Jones jointly
administered those three bankruptcies while sitting as a
bankruptcy judge.  Judge Jones confirmed the second amended plan,
and the Confirmation Order included a finding that a settlement
had been reached under which Mr. Gonzales would extinguish his
note and reconvey his deed of trust, Gonzales and another party
would convey their fractional interests in Parcel A to Desert Land
so that Desert Land would own 100% of Parcel A, Mr. Gonzales would
receive Desert Ranch's 65% in interest in another property, and
Mr. Gonzales would receive $10 million if Parcel A were sold or
transferred after 90 days.  Mr. Gonzales appealed the Confirmation
Order, and the Bankruptcy Appellate Panel affirmed, except as to a
provision subordinating Mr. Gonzales's interest in the Parcel
Transfer Fee to up to $45 million in financing obtained by the
Desert Entities.

Mr. Gonzales sued Desert Land, Desert Oasis Apartments, Desert
Oasis Investments, LLC, Specialty Trust, Specialty Strategic
Financing Fund, LP, Eagle Mortgage Co., and Wells Fargo (as
trustee for a mortgage-backed security) in state court for: (1)
declaratory judgment that a transfer has occurred entitling hin to
the Parcel Transfer Fee; (2) declaratory judgment that the lender
Defendants knew of the bankruptcy proceedings and the requirement
of the Parcel Transfer Fee; (3) breach of contract (for breach of
the Confirmation Order); (4) breach of the implied covenant of
good faith and fair dealing (same); (5) judicial foreclosure
against Parcel A under Nevada law; and (6) injunctive relief. The
Defendants removed to the Bankruptcy Court. The Bankruptcy Court
recommended withdrawal of the reference because Judge Jones issued
the Confirmation Order while sitting as a bankruptcy judge. One or
more parties so moved, and the Court granted the motion. The Court
dismissed the second and fifth causes of action. The first, third,
fourth, and sixth claims against the Desert Entities and Eagle
Mortgage Co. remained at that stage, and the Court later granted
Defendants' counter-motion for summary judgment.  The Plaintiff
has asked the Court to reconsider and to clarify which, if any, of
its claims remain. The Defendants have asked the Court to certify
its March 4, 2013 summary judgment order and to enter judgment in
their favor on all claims.

In an April 25, 2013 Order available at http://is.gd/B1JoT2from
Leagle.com, Judge Jones held that, "the Court will not reconsider
its March 4, 2013 summary judgment order. Second, the Court
clarifies that it intended to grant defensive summary judgment to
Defendants on all claims. Plaintiffs argue that the Court granted
summary judgment only on the first claim for declaratory judgment.
But the contract and injunction claims evaporated once the Court
ruled that the Parcel Transfer Fee had not been triggered, because
that condition was necessary for Defendants' failure to pay it to
constitute a breach.  Third, the Court will certify the order for
immediate appeal. Defendants are correct that Plaintiff has not
yet submitted a proposed judgment, as instructed. Defendants may
submit a proposed final judgment."


DEWEY & LEBOEUF: Execs Say $20MM Settlement Leaves Firm Vulnerable
------------------------------------------------------------------
Kurt Orzeck of BankruptcyLaw360 reported that two ex-Dewey &
LeBoeuf LLP executives on Thursday objected to a New York
bankruptcy judge's April approval of a $19.5 million agreement
settling existing mismanagement claims, arguing that it would
leave the firm's primary insurer with nothing left to defend
against possible future claims.

According to the report, under the terms of the settlement, Dewey
insurer XL Specialty Insurance Co. would pay $19 million of the
$19.5 million in its remaining coverage to end claims that arose
against Stephen DiCarmine, Joel I. Sanders and other executives
after the firm's downfall.

                       About Dewey & LeBoeuf

Dewey & LeBoeuf LLP sought Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 12-12321) to complete the wind-down of its operations.
The firm had struggled with high debt and partner defections.
Dewey disclosed debt of $245 million and assets of $193 million in
its chapter 11 filing late evening on May 29, 2012.

Dewey & LeBoeuf LLP operated as a prestigious, New York City-
based, law firm that traced its roots to the 2007 merger of Dewey
Ballantine LLP -- originally founded in 1909 as Root, Clark & Bird
-- and LeBoeuf, Lamb, Green & MacCrae LLP -- originally founded in
1929.  In recent years, more than 1,400 lawyers worked at the firm
in numerous domestic and foreign offices.

At its peak, Dewey employed about 2,000 people with 1,300 lawyers
in 25 offices across the globe.  When it filed for bankruptcy,
only 150 employees were left to complete the wind-down of the
business.

Dewey's offices in Hong Kong and Beijing are being wound down.
The partners of the separate partnership in England are in process
of winding down the business in London and Paris, and
administration proceedings in England were commenced May 28.  All
lawyers in the Madrid and Brussels offices have departed.  Nearly
all of the lawyers and staff of the Frankfurt office have
departed, and the remaining personnel are preparing for the
closure.  The firm's office in Sao Paulo, Brazil, is being
prepared for closure and the liquidation of the firm's local
affiliate.  The partners of the firm in the Johannesburg office,
South Africa, are planning to wind down the practice.

The firm's ownership interest in its practice in Warsaw, Poland,
was sold to the firm of Greenberg Traurig PA on May 11 for
$6 million.  The Pension Benefit Guaranty Corp. took $2 million of
the proceeds as part of a settlement.

Judge Martin Glenn oversees the case.  Albert Togut, Esq., at
Togut, Segal & Segal LLP, represents the Debtor.  Epiq Bankruptcy
Solutions LLC serves as claims and notice agent.  The petition was
signed by Jonathan A. Mitchell, chief restructuring officer.

JPMorgan Chase Bank, N.A., as Revolver Agent on behalf of the
lenders under the Revolver Agreement, hired Kramer Levin Naftalis
& Frankel LLP.  JPMorgan, as Collateral Agent for the Revolver
Lenders and the Noteholders, hired FTI Consulting and Gulf
Atlantic Capital, as financial advisors.  The Noteholders hired
Bingham McCutchen LLP as counsel.

The U.S. Trustee formed two committees -- one to represent
unsecured creditors and the second to represent former Dewey
partners.  The creditors committee hired Brown Rudnick LLP led by
Edward S. Weisfelner, Esq., as counsel.  The Former Partners hired
Tracy L. Klestadt, Esq., and Sean C. Southard, Esq., at Klestadt &
Winters, LLP, as counsel.

Dewey filed a Chapter 11 Plan of Liquidation and an accompanying
Disclosure Statement on Nov. 21, 2012.  It filed amended plan
documents on Dec. 31, in an attempt to address objections lodged
by various parties.  A second iteration was filed Jan. 7, 2013.
The plan is based on a proposed settlement between secured lenders
and Dewey's official unsecured creditors' committee, as well as a
settlement with former partners.

On Feb. 27, 2013, the Bankruptcy Court confirmed Dewey & Leboeuf's
Second Amended Chapter 11 Plan of Liquidation dated Jan. 7, 2013,
As of the Effective Date of the Plan, the Debtor will be
dissolved.

Alan Jacobs of AMJ Advisors LLC, has been named Dewey's
liquidation trustee.


EAST END DEVELOPMENT: Further Amends Chapter 11 Plan Documents
--------------------------------------------------------------
East End Development LLC filed with the U.S. Bankruptcy Court for
the Eastern District of New York on April 25, 2013, a Second
Amended Disclosure Statement for the Debtor's Second Amended Plan
of Reorganization, dated April 23, 2013.

As reported in the TCR on March 22, 2013, the Debtor filed a First
Amended Plan and a First Amended Disclosure Statement.

According to the Second Amended Disclosure Statement, the Plan
proposes a 84% - 100% recovery for the Amalgamated Secured Claim;
100% recovery for Allowed Mechanic's Liens; 100% recovery for
Allowed Priority Claims; 5% - 100% recovery for General Unsecured
Claims; and 0% recovery for Equity Interests.

Except as otherwise provided in the Plan or the Confirmation
Order, all Cash necessary for Debtor to make distributions and
payments required under the Plan to Holders of Allowed Claims will
be paid from (a) the Distribution Fund; and (b) from the proceeds
of the Auction Sale of the Real Property.

A copy of the Second Amended Disclosure Statement is available at:

           http://bankrupt.com/misc/eastend.doc122.pdf

                    About East End Development

East End Development, LLC, the owner of a 90% completed
condominium in Sag Harbor, New York, filed a Chapter 11 petition
(Bankr. E.D.N.Y. Case No. 12-76181) in Central Islip, New York, on
Oct. 12, 2012.  Tracy L. Klestadt, Esq., at Klestadt & Winters
LLP, in New York, N.Y., represents the Debtor in its restructuring
efforts.  Edifice Real Estate Partners, LLC serves as its
construction consultant.  The Debtor disclosed $27,300,207 in
assets and $35,344,416 in liabilities in its schedules.

John E. Westerman, Esq., at Westerman Ball Ederer Miller &
Sharfstein, LLP, in Uniondale, N.Y., represents Lender Amalgamated
Bank as counsel.


EASTMAN KODAK: Amends 2012 Annual Report
----------------------------------------
Eastman Kodak Company filed an amendment to its annual report for
the year ended Dec. 31, 2012, which was originally filed with the
U.S. Securities and Exchange Commission on March 11, 2013, solely
to set forth information required by Items 10, 11, 12, 13 and 14
of Part III of Form 10-K because the Company will not file a
definitive proxy statement containing those information within 120
days after the end of the Company's fiscal year ended Dec. 31,
2012.  A copy of the Amended Form 10-K is available for free at:

                        http://is.gd/PLAhuj

As part of the Amended and Restated Debtor-in-Possession Credit
Agreement dated March 22, 2013, the Company agreed to provide
additional reporting for certain segments.

The Supplemental Information is available at http://is.gd/KvXTyY
and furnishes additional reporting for the Company's Graphics,
Entertainment and Commercial Films Segment and Digital Printing
and Enterprise Segment.  The results for Brand Licensing/IP and
Consumer Inkjet that have been excluded from GECF and DP&E,
respectively, have been included in Other Businesses in the
Supplemental Information.

The Supplemental Information will not be deemed "filed" for
purposes of Section 18 of the Securities Exchange Act of 1934, as
amended, are not otherwise subject to the liabilities of that
section, and are not deemed incorporated by reference in any
filing under the Securities Act of 1933, as amended, except as
will be expressly set forth by specific reference in such a
filing.  The Supplemental Information may not contain information
suitable for making an investment decision about the current
outstanding securities of Eastman Kodak Company.

                       About Eastman Kodak

Rochester, New York-based Eastman Kodak Company and its U.S.
subsidiaries on Jan. 19, 2012, filed voluntarily Chapter 11
petitions (Bankr. S.D.N.Y. Lead Case No. 12-10202) in Manhattan.
Subsidiaries outside of the U.S. were not included in the filing
and are expected to continue to operate as usual.

Kodak, founded in 1880 by George Eastman, was once the world's
leading producer of film and cameras.  Kodak sought bankruptcy
protection amid near-term liquidity issues brought about by
steeper-than-expected declines in Kodak's historically profitable
traditional businesses, and cash flow from the licensing and sale
of intellectual property being delayed due to litigation tactics
employed by a small number of infringing technology companies with
strong balance sheets and an awareness of Kodak's liquidity
challenges.

In recent years, Kodak has been working to transform itself from a
business primarily based on film and consumer photography to a
smaller business with a digital growth strategy focused on the
commercialization of proprietary digital imaging and printing
technologies.  Kodak has 8,900 patent and trademark registrations
and applications in the United States, as well as 13,100 foreign
patents and trademark registrations or pending registration in
roughly 160 countries.

Attorneys at Sullivan & Cromwell LLP and Young Conaway Stargatt &
Taylor, LLP, serve as counsel to the Debtors.  FTI Consulting,
Inc., is the restructuring advisor.   Lazard Freres & Co. LLC, is
the investment banker.  Kurtzman Carson Consultants LLC is the
claims agent.

The Official Committee of Unsecured Creditors has tapped Milbank,
Tweed, Hadley & McCloy LLP, as its bankruptcy counsel.

Michael S. Stamer, Esq., David H. Botter, Esq., and Abid Qureshi,
Esq., at Akin Gump Strauss Hauer & Feld LLP, represent the
Unofficial Second Lien Noteholders Committee.

The Retirees Committee has hired Haskell Slaughter Young &
Rediker, LLC, and Arent Fox, LLC as Co-Counsel; Zolfo Cooper, LLC,
as Bankruptcy Consultants and Financial Advisors; and the Segal
Company, as Actuarial Advisors.

Robert J. Stark, Esq., Andrew Dash, Esq., and Neal A. D'Amato,
Esq., at Brown Rudnick LLP, represent Greywolf Capital Partners
II; Greywolf Capital Overseas Master Fund; Richard Katz, Kenneth
S. Grossman; and Paul Martin.

Kodak completed the $527 million sale of digital-imaging
technology on Feb. 1, 2013.  Kodak intends to reorganize by
focusing on the commercial printing business.


EASTMAN KODAK: Wins Court Approval to Assume Windsor Contract
-------------------------------------------------------------
Eastman Kodak Co. received the green light from U.S. Bankruptcy
Judge Allan Gropper to take over a lease contract with Colorado-
based Windsor Renewal I, LLC.

Kodak signed the contract in December 2011 to lease a real
property integral to the operation of the company's personalized
imaging business.

                       About Eastman Kodak

Rochester, New York-based Eastman Kodak Company and its U.S.
subsidiaries on Jan. 19, 2012, filed voluntarily Chapter 11
petitions (Bankr. S.D.N.Y. Lead Case No. 12-10202) in Manhattan.
Subsidiaries outside of the U.S. were not included in the filing
and are expected to continue to operate as usual.

Kodak, founded in 1880 by George Eastman, was once the world's
leading producer of film and cameras.  Kodak sought bankruptcy
protection amid near-term liquidity issues brought about by
steeper-than-expected declines in Kodak's historically profitable
traditional businesses, and cash flow from the licensing and sale
of intellectual property being delayed due to litigation tactics
employed by a small number of infringing technology companies with
strong balance sheets and an awareness of Kodak's liquidity
challenges.

In recent years, Kodak has been working to transform itself from a
business primarily based on film and consumer photography to a
smaller business with a digital growth strategy focused on the
commercialization of proprietary digital imaging and printing
technologies.  Kodak has 8,900 patent and trademark registrations
and applications in the United States, as well as 13,100 foreign
patents and trademark registrations or pending registration in
roughly 160 countries.

Attorneys at Sullivan & Cromwell LLP and Young Conaway Stargatt &
Taylor, LLP, serve as counsel to the Debtors.  FTI Consulting,
Inc., is the restructuring advisor.   Lazard Freres & Co. LLC, is
the investment banker.  Kurtzman Carson Consultants LLC is the
claims agent.

The Official Committee of Unsecured Creditors has tapped Milbank,
Tweed, Hadley & McCloy LLP, as its bankruptcy counsel.

Michael S. Stamer, Esq., David H. Botter, Esq., and Abid Qureshi,
Esq., at Akin Gump Strauss Hauer & Feld LLP, represent the
Unofficial Second Lien Noteholders Committee.

The Retirees Committee has hired Haskell Slaughter Young &
Rediker, LLC, and Arent Fox, LLC as Co-Counsel; Zolfo Cooper, LLC,
as Bankruptcy Consultants and Financial Advisors; and the Segal
Company, as Actuarial Advisors.

Robert J. Stark, Esq., Andrew Dash, Esq., and Neal A. D'Amato,
Esq., at Brown Rudnick LLP, represent Greywolf Capital Partners
II; Greywolf Capital Overseas Master Fund; Richard Katz, Kenneth
S. Grossman; and Paul Martin.

Kodak completed the $527 million sale of digital-imaging
technology on Feb. 1, 2013.  Kodak intends to reorganize by
focusing on the commercial printing business.


EASTMAN KODAK: Cancels Sale of Scanner Biz. to Brother Industries
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Eastman Kodak Co. formally withdrew the motion it
filed in mid-April to sell the document scanner business and
associated software for $210 million in cash to Brother Industries
Ltd., absent a better offer at auction.  The business instead will
be sold to Kodak's U.K. pension fund as part of a transaction
imbedded in Kodak's Chapter 11 plan.  For the business, Kodak will
receive a total of $650 million, including about $525 million in
cash and the remainder in a note.  The settlement resolves the
pension fund's $2.8 billion claim, which was the single largest in
the Kodak bankruptcy.

                       About Eastman Kodak

Rochester, New York-based Eastman Kodak Company and its U.S.
subsidiaries on Jan. 19, 2012, filed voluntarily Chapter 11
petitions (Bankr. S.D.N.Y. Lead Case No. 12-10202) in Manhattan.
Subsidiaries outside of the U.S. were not included in the filing
and are expected to continue to operate as usual.

Kodak, founded in 1880 by George Eastman, was once the world's
leading producer of film and cameras.  Kodak sought bankruptcy
protection amid near-term liquidity issues brought about by
steeper-than-expected declines in Kodak's historically profitable
traditional businesses, and cash flow from the licensing and sale
of intellectual property being delayed due to litigation tactics
employed by a small number of infringing technology companies with
strong balance sheets and an awareness of Kodak's liquidity
challenges.

In recent years, Kodak has been working to transform itself from a
business primarily based on film and consumer photography to a
smaller business with a digital growth strategy focused on the
commercialization of proprietary digital imaging and printing
technologies.  Kodak has 8,900 patent and trademark registrations
and applications in the United States, as well as 13,100 foreign
patents and trademark registrations or pending registration in
roughly 160 countries.

Attorneys at Sullivan & Cromwell LLP and Young Conaway Stargatt &
Taylor, LLP, serve as counsel to the Debtors.  FTI Consulting,
Inc., is the restructuring advisor.  Lazard Freres & Co. LLC, is
the investment banker.  Kurtzman Carson Consultants LLC is the
claims agent.

Milbank, Tweed, Hadley & McCloy LLP, is the bankruptcy counsel to
the Official Committee of Unsecured Creditors.  Akin Gump Strauss
Hauer & Feld LLP, represents the unofficial second lien
noteholders committee.  Haskell Slaughter Young & Rediker, LLC,
and Arent Fox, LLC serve as co-cousnel to the official committee
of retirees while Zolfo Cooper, LLC and the Segal Company serve as
advisors to the group.

Kodak completed the $527 million sale of digital-imaging
technology on Feb. 1, 2013.  Kodak intends to reorganize by
focusing on the commercial printing business.

Kodak filed a proposed reorganization plan at the end of April
2013 that offers 85 percent of the stock of the reorganized
company to holders of the remaining $375 million in second-lien
notes.  The other 15 percent goes to unsecured creditors with $2.7
billion in claims and to retirees for their $635 million claim
arising from the loss of retirement benefits.


EASTMAN KODAK: Gets Extension to Object to Sec. 503(b)(9) Claims
----------------------------------------------------------------
U.S. Bankruptcy Judge Allan Gropper gave Eastman Kodak Co. a Sept.
11 deadline to file objections to claims asserted under Section
503(b)(9) of the Bankruptcy Code.

As of April 19, Kodak has already received about 500 claims.  The
company has already filed eight omnibus objections to those claims
as of Nov. 16, 2012.

                       About Eastman Kodak

Rochester, New York-based Eastman Kodak Company and its U.S.
subsidiaries on Jan. 19, 2012, filed voluntarily Chapter 11
petitions (Bankr. S.D.N.Y. Lead Case No. 12-10202) in Manhattan.
Subsidiaries outside of the U.S. were not included in the filing
and are expected to continue to operate as usual.

Kodak, founded in 1880 by George Eastman, was once the world's
leading producer of film and cameras.  Kodak sought bankruptcy
protection amid near-term liquidity issues brought about by
steeper-than-expected declines in Kodak's historically profitable
traditional businesses, and cash flow from the licensing and sale
of intellectual property being delayed due to litigation tactics
employed by a small number of infringing technology companies
with strong balance sheets and an awareness of Kodak's liquidity
challenges.

In recent years, Kodak has been working to transform itself from
a business primarily based on film and consumer photography to a
smaller business with a digital growth strategy focused on the
commercialization of proprietary digital imaging and printing
technologies.  Kodak has 8,900 patent and trademark registrations
and applications in the United States, as well as 13,100 foreign
patents and trademark registrations or pending registration in
roughly 160 countries.

Attorneys at Sullivan & Cromwell LLP and Young Conaway Stargatt &
Taylor, LLP, serve as counsel to the Debtors.  FTI Consulting,
Inc., is the restructuring advisor.   Lazard Freres & Co. LLC, is
the investment banker.  Kurtzman Carson Consultants LLC is the
claims agent.

The Official Committee of Unsecured Creditors has tapped Milbank,
Tweed, Hadley & McCloy LLP, as its bankruptcy counsel.

Michael S. Stamer, Esq., David H. Botter, Esq., and Abid Qureshi,
Esq., at Akin Gump Strauss Hauer & Feld LLP, represent the
Unofficial Second Lien Noteholders Committee.

The Retirees Committee has hired Haskell Slaughter Young &
Rediker, LLC, and Arent Fox, LLC as Co-Counsel; Zolfo Cooper,
LLC,
as Bankruptcy Consultants and Financial Advisors; and the Segal
Company, as Actuarial Advisors.

Robert J. Stark, Esq., Andrew Dash, Esq., and Neal A. D'Amato,
Esq., at Brown Rudnick LLP, represent Greywolf Capital Partners
II; Greywolf Capital Overseas Master Fund; Richard Katz, Kenneth
S. Grossman; and Paul Martin.

Kodak completed the $527 million sale of digital-imaging
technology on Feb. 1, 2013.  Kodak intends to reorganize by
focusing on the commercial printing business.


EASTMAN KODAK: Seeks Court Approval to Expand E&Y Services  
----------------------------------------------------------
Eastman Kodak Co. asked U.S. Bankruptcy Judge Allan Gropper to
authorize Ernst & Young LLP to provide additional services to the
company.

The new services include assisting Kodak in analyzing the total
value of its assets as of the date of its emergency from Chapter
11 protection, and accounting assistance services in connection
with the company's bankruptcy exit.

Ernst & Young's hourly rates for the new services range from
$645 to $795 for partners, principals and directors; $570 to $675
for executive director; $485 to $550 for senior managers; $425 to
$475 for managers; $325 to $390 for seniors; and $200 to $280 for
its staff.  The firm will also receive reimbursement for work-
related expenses.

                       About Eastman Kodak

Rochester, New York-based Eastman Kodak Company and its U.S.
subsidiaries on Jan. 19, 2012, filed voluntarily Chapter 11
petitions (Bankr. S.D.N.Y. Lead Case No. 12-10202) in Manhattan.
Subsidiaries outside of the U.S. were not included in the filing
and are expected to continue to operate as usual.

Kodak, founded in 1880 by George Eastman, was once the world's
leading producer of film and cameras.  Kodak sought bankruptcy
protection amid near-term liquidity issues brought about by
steeper-than-expected declines in Kodak's historically profitable
traditional businesses, and cash flow from the licensing and sale
of intellectual property being delayed due to litigation tactics
employed by a small number of infringing technology companies
with strong balance sheets and an awareness of Kodak's liquidity
challenges.

In recent years, Kodak has been working to transform itself from
a business primarily based on film and consumer photography to a
smaller business with a digital growth strategy focused on the
commercialization of proprietary digital imaging and printing
technologies.  Kodak has 8,900 patent and trademark registrations
and applications in the United States, as well as 13,100 foreign
patents and trademark registrations or pending registration in
roughly 160 countries.

Attorneys at Sullivan & Cromwell LLP and Young Conaway Stargatt &
Taylor, LLP, serve as counsel to the Debtors.  FTI Consulting,
Inc., is the restructuring advisor.   Lazard Freres & Co. LLC, is
the investment banker.  Kurtzman Carson Consultants LLC is the
claims agent.

The Official Committee of Unsecured Creditors has tapped Milbank,
Tweed, Hadley & McCloy LLP, as its bankruptcy counsel.

Michael S. Stamer, Esq., David H. Botter, Esq., and Abid Qureshi,
Esq., at Akin Gump Strauss Hauer & Feld LLP, represent the
Unofficial Second Lien Noteholders Committee.

The Retirees Committee has hired Haskell Slaughter Young &
Rediker, LLC, and Arent Fox, LLC as Co-Counsel; Zolfo Cooper,
LLC,
as Bankruptcy Consultants and Financial Advisors; and the Segal
Company, as Actuarial Advisors.

Robert J. Stark, Esq., Andrew Dash, Esq., and Neal A. D'Amato,
Esq., at Brown Rudnick LLP, represent Greywolf Capital Partners
II; Greywolf Capital Overseas Master Fund; Richard Katz, Kenneth
S. Grossman; and Paul Martin.

Kodak completed the $527 million sale of digital-imaging
technology on Feb. 1, 2013.  Kodak intends to reorganize by
focusing on the commercial printing business.


EDENOR SA: Incurs ARS1 Billion Net Loss in 2012
-----------------------------------------------
Edenor S.A. filed with the U.S. Securities and Exchange Commission
its annual report on Form 20-F disclosing a loss of ARS1.01
billion on ARS3.72 billion of revenue from sales for the year
ended  Dec. 31, 2012, as compared with a net loss of ARS291.38
million on ARS2.80 billion of revenue from sales for the year
ended Dec. 31, 2011.

The Company's balance sheet at Dec. 31, 2012, showed ARS6.80
billion in total assets, ARS6.31 billion in total liabilities and
ARS489.28 million in total equity.

"Given the fact that the realization of the projected measures to
revert the manifested negative trend depends, among other factors,
on the occurrence of certain events that are not under the
Company's control, such as the requested electricity rate
increases or their replacement by a new remuneration system, the
Board of Directors has raised substantial doubt about the ability
of the Company to continue as a going concern in the term of the
next fiscal year."

A copy of the Form 20-F is available for free at:

                        http://is.gd/z6E1UI

Headquartered in Buenos Aires, Argentina, Edenor S.A. (NYSE: EDN;
Buenos Aires Stock Exchange: EDN) is the largest electricity
distribution company in Argentina in terms of number of customers
and electricity sold (both in GWh and Pesos).  Through a
concession, Edenor distributes electricity exclusively to the
northwestern zone of the greater Buenos Aires metropolitan area
and the northern part of the city of Buenos Aires.


EDISON MISSION: More Affiliates File for Chapter 11
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that affiliates of Edison Mission Energy, which were the
lessees and operators of a 1,884-megawatt coal-fired power plant
45 miles (72 kilometers) from Pittsburgh, filed Chapter 11
petitions May 1 in Chicago.

According to the report, the new cases will be combined with those
of Edison Mission and affiliates that began their reorganizations
in December.

Newly bankrupt affiliate EME Homer Generation LP in substance lost
its interest in the facility through the prepackaged Chapter 11
reorganization in late 2012 of Homer City Funding LLC.  The
bankruptcy court in Delaware signed a confirmation order on Dec. 6
approving the prepackaged reorganization that began exactly one
month before.

Home City Funding was a special-purpose entity created to finance
the facility.  It was owned by an entity 90 percent-controlled by
an affiliate of General Electric Capital Corp.  The remaining 10
percent was in the hands of an affiliate of MetLife Inc.

The project couldn't pay interest on the bonds partly because of
the low price of electricity.  The plan transferred ownership to
an entity controlled by GECC and MetLife.  The new owner issued
new bonds in exchange for the existing bonds.

Newly bankrupt EME Homer Generation estimated assets and debt of
both less than $10 million.

                       About Edison Mission

Santa Ana, California-based Edison Mission Energy is a holding
company whose subsidiaries and affiliates are engaged in the
business of developing, acquiring, owning or leasing, operating
and selling energy and capacity from independent power production
facilities.  EME also engages in hedging and energy trading
activities in power markets through its subsidiary Edison Mission
Marketing & Trading, Inc.

EME was formed in 1986 and is an indirect subsidiary of Edison
International.  Edison International also owns Southern California
Edison Company, one of the largest electric utilities in the
United States.

EME and its affiliates sought Chapter 11 protection (Bankr. N.D.
Ill. Lead Case No. 12-49219) on Dec. 17, 2012.

EME has reached an agreement with the holders of a majority of
EME's $3.7 billion of outstanding public indebtedness and its
parent company, Edison International EIX, that, pursuant to a plan
of reorganization and pending court approval, would transition
Edison International's equity interest to EME's creditors, retire
existing public debt and enhance EME's access to liquidity.

The Company's balance sheet at Sept. 30, 2012, showed
$8.17 billion in total assets, $6.68 billion in total liabilities
and $1.48 billion in total equity.

In its schedules, Edison Mission Energy disclosed total assets of
assets of $5,721,559,170 and total liabilities of $6,202,215,094
as of the Petition Date.

Kirkland & Ellis LLP is serving as legal counsel to EME, Perella
Weinberg Partners, LP is acting as financial advisor and McKinsey
Recovery & Transformation Services U.S., LLC is acting as
restructuring advisor.  GCG, Inc., is the claims and notice agent.

An official committee of unsecured creditors has been appointed in
the case and is represented by the law firms Akin Gump and Perkins
Coie.  The Committee also has tapped Blackstone Advisory Partners
as investment banker and FTI Consulting as financial advisor.


ENDEAVOUR INTERNATIONAL: Deed of Grant of Payment with Cidoval
--------------------------------------------------------------
Endeavour Energy UK Limited, a wholly-owned subsidiary of
Endeavour International Corporation, entered into a Deed of Grant
of Production Payment with Cidoval S.a r.l. providing for the
grant of a production payment over the proceeds of sale from a
portion of EEUK's entitlement to production from its interests in
the Alba and Bacchus fields located in the U.K. sector of the
North Sea.  Cidoval is required to look solely to the proceeds
from the sale of production from EEUK's entitlement from the Alba
and Bacchus fields for satisfaction and discharge of all amounts
due under the Grant.

The Deed of Grant was entered into pursuant to that certain sale
and purchase agreement dated March 5, 2013, between EEUK and END
PP Holdings LLC.  The Grant will cease upon the earlier of the
repayment from EEUK to Cidoval of a termination amount of
$125,575,926 plus any deficiency amounts owing from EEUK to
Cidoval or production from the licences subject of the Grant
permanently ceasing.  The UK Department of Energy and Climate
Change granted its approval to the transaction on April 26, 2013.

EEUK's obligations under the Deed of Grant are secured by first
priority liens over EEUK's interests in the licences and joint
operating agreements relating to the Alba and Bacchus fields and
the accounts into which proceeds from the sale of production from
such fields are paid.  EEUK's obligations under the Deed of Grant
are also secured by second priority liens over certain other
licences, joint operating agreements and assets of the Company and
its subsidiaries.  Those second priority liens are subordinated to
the security granted to Cyan Partners, LP, on April 12, 2012,
pursuant to an intercreditor agreement.

In connection with the entrance into the Deed of Grant, on
April 30, 2013, the Company entered into a Warrant Agreement for
the Purchase Common Stock with certain investors.  Pursuant to the
Warrant Agreement, the Company issued the Investors warrants to
purchase a total of 3,440,000 shares of the Company's common stock
at an exercise price of $3.014 per share.  The Warrants expire on
April 30, 2018, and are subject to customary anti-dilution
provisions.  The Company has also agreed to provide the Investors
with customary resale registration rights as soon as reasonably
practicable.

The Warrant Agreement includes a cashless exercise provision
entitling the Investors to surrender a portion of the underlying
common stock that has a value equal to the aggregate exercise
price in lieu of paying cash upon exercise of a Warrant.

                   About Endeavour International

Houston-based Endeavour International Corporation (NYSE: END)
(LSE: ENDV) is an oil and gas exploration and production company
focused on the acquisition, exploration and development of energy
reserves in the North Sea and the United States.

For the year ended Dec. 31, 2012, the Company incurred a net loss
of $126.22 million on $219.05 million of revenue, as compared with
a net loss of $130.99 million on $60.09 million of revenue during
the prior year.  The Company's balance sheet at Dec. 31, 2012,
showed $1.43 billion in total assets, $1.29 billion in total
liabilities, $43.70 million in series C convertible preferred
stock and $99.43 million in stockholders' equity.

                           *    *     *

As reported by the TCR on March 5, 2013, Moody's Investors Service
downgraded Endeavour International Corporation's Corporate Family
Rating to Caa3 from Caa1.  Endeavour's Caa3 CFR reflects its weak
liquidity, small production and proved reserve scale, geographic
concentration and the uncertainties regarding its future
performance given the inherent execution risks related to its
offshore North Sea operations for a company of its size.

In the Feb. 22, 2013, edition of the TCR, Standard & Poor's
Ratings Services lowered its corporate credit rating on Houston,
Texas-based Endeavour International Corp. (Endeavour) to 'CCC+'
from 'B-'.  The rating action reflects S&P's expectation that
Endeavour could have insufficient liquidity to meet its needs due
to the delay in production from its Rochelle development.


EQUIPOWER RESOURCES: S&P Assigns Prelim. BB Rating to $610MM Loan
-----------------------------------------------------------------
Standard & Poor's Rating Services said it assigned its preliminary
'BB' issue-level rating and preliminary '1' recovery rating to
power generation project EquiPower Resources Holdings LLC's
proposed $610 million first-lien term loan due 2019.  The outlook
is stable.  S&P will finalize the ratings subject to final
documentation review.

S&P also affirmed its 'BB' issue-level rating and '1' recovery
rating on EquiPower's existing senior secured term loan due 2018
and the upsized senior secured revolving credit facility due 2017.
All debt is pari passu in this refinancing.

EquiPower is using proceeds from the refinancing to purchase the
1,095 megawatt (MW) Kincaid coal plant and 50% equity interest in
the simple-cycle 735 MW (pro rated share) Elwood plant, both in
the PJM Interconnection region.  The purchase increases the
portfolio's generation capacity to 4,221 MW.  The project will use
debt proceeds and equity to retire its existing $200 million
second-lien debt, add liquidity at Equipower, while also providing
$43 million of liquidity at the Elwood asset.  S&P will withdraw
the rating on the $200 million second-lien debt when it is
retired.

The 'BB' rating results from having an overall competitive
portfolio of natural gas-fired power plants operating in the New
England Independent System Operator region and in the PJM
Interconnection market with the Liberty plant and now with the
addition of Kincaid and Elwood.  S&P also believes that the
projected debt burden at maturity of about $155 per kilowatt (kW)
on a consolidated basis under its rated case assumptions is likely
refinanceable at reasonable terms.

"The stable outlook on the debt reflects predictable cash flows
from some hedges and greater exposure to capacity prices in the
PJM region, which we expect will continue to be around $125 per
MW-day," said Standard & Poor's credit analyst Manish Consul.

S&P sees more downside risks compared with an upward credit
momentum.  In S&P's view, some assets are older than those of
peers.  Risks to the ratings could arise from operational issues
such as more forced outages larger operating expenses than
currently estimated, and if availability is lower than expected.
Ratings may also be affected if Kincaid needs greater
environmental compliance-related investment.  A downgrade is also
possible if merchant revenues are lower than expected from factors
such as lower-than-expected spark spreads or operational
performance, or higher operating and maintenance costs, resulting
in expected debt at maturities being greater than about $250 per
kW or debt service coverage declining below 1.3x on a steady
basis.

An upgrade is unlikely give the high initial leverage, and would
require a big and sustainable improvement in merchant market
prices that would reduce refinance risk to below $100 per kW with
debt service coverage levels consistently above 1.75x.


GENERAL MOTORS: Old GM Judge Nixes Trust's Bid for $13.5-Mil.
-------------------------------------------------------------
Maria Chutchian of BankruptcyLaw360 reported that a New York
bankruptcy judge on Wednesday denied a request by an environmental
trust established as part of the old General Motors Corp.'s wind-
down process for another $13.5 million from the estate to clean up
its contaminated properties.

According to the report, the Revitalizing Auto Communities
Environmental Response Trust sought the additional $13.5 million
from Motors Liquidation Co., or Old GM, which was created to take
on GM's bad assets and liabilities when the car company
reorganized in 2009.

                       About General Motors

With its global headquarters in Detroit, Michigan, General Motors
Company (NYSE:GM, TSX: GMM) -- http://www.gm.com/-- is one of
the world's largest automakers, traces its roots back to 1908.
GM employs 208,000 people in every major region of the world and
does business in more than 120 countries.  GM and its strategic
partners produce cars and trucks in 30 countries, and sell and
service these vehicles through the following brands: Baojun,
Buick, Cadillac, Chevrolet, GMC, Daewoo, Holden, Isuzu, Jiefang,
Opel, Vauxhall, and Wuling.  GM's largest national market is
China, followed by the United States, Brazil, the United Kingdom,
Germany, Canada, and Italy.  GM's OnStar subsidiary is the
industry leader in vehicle safety, security and information
services.

General Motors Co. was formed to acquire the operations of
General Motors Corp. through a sale under 11 U.S.C. Sec. 363
following Old GM's bankruptcy filing.  The U.S. government once
owned as much as 60.8% stake in New GM on account of the
financing it provided to the bankrupt entity.  The deal was
closed July 10, 2009, and Old GM changed its name to Motors
Liquidation Co.

General Motors Corp. and three of its affiliates filed for
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on
June 1, 2009.  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.  Garden City Group is the claims and notice
agent of the Debtors.

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

The Bankruptcy Court entered an order confirming the Debtors'
Second Amended Joint Chapter 11 Plan on March 29, 2011.  The Plan
was declared effect on March 31, 2011.


GLAZIER GROUP: GECC Entitled to $702K in Pre-Confirmation Fees
--------------------------------------------------------------
Bankruptcy Judge Allan L. Gropper said General Electric Capital
Corporation is entitled to all of its pre-confirmation fees and
expenses in the amount of $701,922 as provided under a Loan and
Security Agreement, dated Sept. 19, 2007, with T-Bone Restaurant
LLC and Strip House Las Vegas LLC, and several of their
affiliates, including debtor The Glazier Group, Inc.

T-Bone Restaurant and Strip House Las Vegas were well-known
restaurants that, along with seven other restaurants, were all
directly owned by Peter Glazier and members of his family.  The
Glazier family also owned Glazier Group, which had no substantial
assets of its own and acted as a management company for the
restaurants.  In 2007, T-Bone, Strip House and the Debtor, along
with the other restaurants, obtained a $7 million loan from GECC
pursuant to the Loan Agreement, under which they were jointly and
severally liable as co-borrowers.  The Loan Agreement was secured
by all of the borrowing entities' assets, excluding real property
leasehold interests.  Peter Glazier also pledged his respective
stock or membership interests in the restaurants.

The Borrowers paid down about $1.2 million of the loan prior to
falling into default. Effective May 12, 2009, GECC entered into a
Loan Modification Agreement with the Borrowers, providing for six
months of interest-only payments and full payment of the remaining
balance upon maturity.  Following this forbearance period, loan
workout negotiations between GECC and Borrowers ultimately failed.
By letter dated November 10, 2010, GECC notified the Borrowers of
an Event of Default under the Loan Agreement and accelerated all
obligations under that Agreement. In response, the Debtor
management company, but not the restaurants, filed for bankruptcy
under chapter 11 on Nov. 15, 2010.

GECC was actively involved in the bankruptcy proceedings. GECC
hired the law firm of Reed Smith LLP as counsel and John J.
Kokoska of BDO Consulting Corporate Advisors, LLC as financial
advisor.  GECC appeared at the first-day hearing on November 18,
2010, at which a consent order was entered that authorized the
Debtor's use of GECC's cash collateral and provided monthly
adequate protection payments to GECC in the amount of $5,000.

On December 29, 2010, GECC filed a motion to appoint a chapter 11
trustee or examiner, and on February 16, 2011, after hearing
testimony from Peter Glazier, the Court approved the retention of
John Dunne of Renewal Ventures, LLC as Chief Restructuring
Officer.

A creditors' committee was appointed on January 14, 2011.  As the
case progressed, an additional nine interim cash collateral orders
were entered, providing for the Borrowers' continued use of GECC's
cash collateral and providing GECC with adequate protection
through a post-petition claim against Debtor's estate, a
replacement lien on the Debtor's property, and increased adequate
protection payments in the amount of $29,653 per month.

On March 1, 2011, the Debtor filed a motion seeking an extension
of its exclusive period to file a plan of reorganization.  Both
GECC and the Committee separately objected to the Motion.  On
April 1, 2011, a hearing was held regarding the Motion, and the
Court entered an order providing that GECC and the Committee would
jointly have the right to file a plan and solicit acceptances and
requiring the Debtor and the CRO to provide GECC and the Committee
with their full cooperation.  In the Court's view, this order and
the prospect of a creditors' plan led directly to the Debtor's
filing of a negotiated plan on July 12, 2011.

On September 15, 2011, the Debtor filed its Modified First Amended
Plan of Reorganization; it provided for the sale of three of the
restaurants in the group, to accrue sufficient funds to pay off
GECC's claim in its entirety and provide a return to unsecured
creditors.  The plan was accepted by all voting classes of
creditors and confirmed on December 13, 2011.

GECC submitted a final payoff letter on December 5, 2011
identifying a balance of $6,786,320, which included $811,059 in
fees and expenses.  Fees and expenses included $108,637 in late
charges and a $500 processing fee, to which T-Bone and Strip House
did not object.  T-Bone and Strip House objected to the remaining
amount, which was for attorneys' fees and expenses. So as not to
delay a closing, the attorneys' fees and expenses were paid under
protest and with a reservation of the Borrowers' right to contest
the amount in court.

T-Bone and Strip House initially filed their complaint seeking a
declaration that the fees were unreasonable in the District Court
for the Southern District of New York.  They specifically objected
to $466,943.00 in legal fees and $36,909.38 in expenses for Reed
Smith LLP, $162,828.18 in BDO fees and expenses, $17,534.86 for a
first internal audit exam, and $17,706.79 for a second internal
audit exam.  The District Court referred the dispute to the
Bankruptcy Court by decision and order dated August 16, 2012.
That decision held that referral was appropriate and that the
Bankruptcy Court had jurisdiction to decide the matter.

On November 30, 2012, the Bankruptcy Court denied the motion of
T-Bone and Strip House to dismiss GECC's counterclaim and third-
party complaint, which seeks additional fees and expenses that
GECC asserts it will be entitled to for litigating these
proceedings.  The parties thereafter agreed to submit evidence on
the question of the reasonableness of GECC's professional fees and
expenses up to the date of confirmation of the Debtor's plan by
affidavit and brief, as well as the testimony of one witness,
David A. Burger of GECC.  Mr. Burger testified on March 26, 2013,
and the parties submitted extensive papers.

The case is, T-BONE RESTAURANT LLC and STRIP HOUSE LAS VEGAS, LLC,
Plaintiffs, v. GENERAL ELECTRIC CAPITAL CORPORATION, Defendant.
GENERAL ELECTRIC CAPITAL CORPORATION, Counterclaim/Third-Party
Plaintiff, v. T-BONE RESTAURANT LLC and STRIP HOUSE LAS VEGAS,
LLC, Counterclaim Defendants, -and- THE GLAZIER GROUP, INC.,
Third-Party Defendant, Adv. Proc. No. 12-1878 (Bankr. S.D.N.Y.).
A copy of the Court's May 2, 2013 Memorandum of Decision is
available at http://is.gd/bf7kWnfrom Leagle.com.

William R. Fried, Esq., and Justin B. Singer, Esq. --
wfried@herrick.com and jsinger@herrick.com -- at Herrick Feinstein
LLP, in New York, argue for T-Bone Restaurant LLC and Strip House
Las Vegas LLC.

Christopher A. Lynch, Esq., and Alexander Terras, Esq. --
clynch@reedsmith.com and -- aterras@reedsmith.com -- at Reed Smith
LLP, represent GECC.

                     About The Glazier Group

New York-based The Glazier Group, Inc., filed for Chapter 11
bankruptcy protection (Bankr. S.D.N.Y. Case No. 10-16099) on
Nov. 15, 2010.  Glazier Group provides restaurant management and
support services to non-debtor affiliates including but not
limited to accounting, human resources, purchasing, public
relations, maintenance, culinary and executive management.  The
Company disclosed assets of $15.2 million and liabilities of
$26.8 million as of the Petition Date.

Frederick E. Schmidt, Esq., Joshua Joseph Angel, Esq., and Seth F.
Kornbluth, Esq., at Herrick, Feinstein LLP, represent the Debtor
in its restructuring effort.  John Dunne of Renewal Ventures, LLC,
is the Debtor's Chief Restructuring Officer.

Ronald J. Friedman, Esq., Katina Brountzas, Esq., and Sheryl P.
Busell, Esq., at SilvermanAcampora LLP, in Jericho, New York,
represent the Official Committee of Unsecured Creditors.  FTI
Consulting, Inc., serves as the Official Committee of Unsecured
Creditors' financial advisor.

The Bankruptcy Court entered an order confirming GGI's plan of
reorganization on Dec. 13, 2011.  The Plan became effective on
Jan. 13, 2012.


GLYECO INC: Estimates $10MM-$12MM of Revenues for 2013
------------------------------------------------------
GlyEco, Inc., announced its financial results for the fiscal year
ended Dec. 31, 2012.

"GlyEco achieved several major milestones during fiscal 2012 and
over the past few months," stated John Lorenz, chairman and CEO of
GlyEco.  "By completing our funding and finalizing our first round
of acquisitions, GlyEco has become the largest independent glycol
recycler in the world.  We believe the growth pace will accelerate
in 2013 as we seek to become a global company and intensify our
efforts to improve shareholder value."

GlyEco completed its acquisition of four glycol recyclers during
Q4 2012.  The Company has operations in six facilities and has
signed agreements to acquire the assets of three additional
recycling businesses.  The Company intends to upgrade these
businesses with GlyEco Technology, improving production
capabilities and increasing processing capacity.

"Our near-term goal is to complete the Phase 1 implementation of
our GlyEco Technology," continued Mr. Lorenz.  "We are also
working to integrate each facility into our overall operating
structure while increasing profits.  Additionally, we continue to
work toward expansion into underserved industries and markets,
both domestically and internationally.  Together we believe these
measures will build a substantial foundation for sustained long-
term growth for GlyEco."

GlyEco hosted a conference call Thursday, April 25, with CEO John
Lorenz and CFO Alicia Williams at 4:00 p.m. Eastern time (1:00
p.m. Pacific time).

During the conference call, Alicia Williams, the Company's Interim
Chief Financial Officer, indicated that the Company will be
profitable beginning in the third quarter of the current fiscal
year.  Ms. Williams projected the Company's revenues for 2013 to
be approximately $10 million to $12 million with an EBITDA of $1.5
million to $2 million, and the Company's revenues for 2014 to be
approximately $45 million to $50 million, of which it is
anticipated that $30 million to $40 million will be attributable
to the production of Type I material, with an EBITDA of $13
million to $16 million.

                        About GlyEco, Inc.

Phoenix, Ariz.-based GlyEco, Inc., is a green chemistry company
formed to roll-out its proprietary and patent pending glycol
recycling technology that transforms waste glycols, a hazardous
material, into profitable green products.

Glyeco, Inc., disclosed a net loss of $1.86 million on $1.26
million of net sales for the year ended Dec. 31, 2012, as compared
with a net loss of $592,171 on $824,289 of net sales for the year
ended Dec. 31, 2011.  The Company's balance sheet at Dec. 31,
2012, showed $5.68 million in total assets, $2.27 million in total
liabilities and $3.41 million in total stockholders' equity.

Jorgensen & Co., in Lehi, UT, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that the
Company has not yet achieved profitable operations and is
dependent on its ability to raise capital from stockholders or
other sources and other factors to sustain operations.  These
factors, among other matters, raise substantial doubt that the
Company will be able to continue as a going concern.


GREAT BASIN: Tentatively Sells Nevada Hollister Gold Mine
---------------------------------------------------------
Great Basin Gold Limited said that its Hollister trial mining
assets, mineral claims and ore processing operations in Nevada
have been tentatively disposed of in an auction conducted pursuant
to US Chapter 11 proceedings.  The proceeds of Hollister sale were
US$15 million plus a 15% net profits royalty payable to the
bankrupt US subsidiaries' estate to a maximum of $90 million over
an up to nine year period.

The tentative terms of sale of Hollister remain subject to
negotiation of definitive closing documentation and the approval
of the US Bankruptcy Court which will hear the matter May 2, 2013.
Completion of the sale has been tentatively set for not later than
May 17, subject to Bankruptcy Court approval, receipt of various
permits and other customary closing conditions.  Pursuant to the
bid procedures that authorized the auction, the bidder that
finished second in the process is bound to keep its back-up offer
open for a period not to exceed the earlier of the closing of the
winning bid at auction or a certain number of days.

The Company understands that bids are being received by the
Business Rescue Practitioner for the Burnstone Mine in South
Africa pursuant to the business rescue insolvency proceedings in
that country.  The nature of these bids will be disclosed when the
information is received by the Company.

The Company also announced that as a consequent upon the
proceedings to dispose of the Company's principal assets it will
be unable to complete audit financial statements and related
disclosure for the deadlines of April 30, 2013.  The Company does
not have sufficient visibility about its financial position at
this time to be able to predict if it will be able complete an
audit at any future time.

Great Basin Gold Ltd. is incorporated under the laws of the
Province of British Columbia and its registered address is 1108-
1030 West Georgia Street, Vancouver BC, Canada.  Great Basin Gold
Ltd., including its subsidiaries, is a mineral exploration and
development company with two operating assets, both in the
production build-up phase, the Hollister Project on the Carlin
Trend in Nevada, USA and the Burnstone Project in the
Witwatersrand Goldfields in South Africa.  Over and above the
exploration being conducted at the above mentioned properties,
greenfields exploration is being undertaken in Tanzania and
Mozambique.


GUIDED THERAPEUTICS: LuViva Clinical Results to be Published
------------------------------------------------------------
Guided Therapeutics, Inc., said that multi-center, clinical trial
results for the LuViva(R) Advanced Cervical Scan are set to be
published in an upcoming issue of Gynecologic Oncology, the
official publication of the Society of Gynecologic Oncology.  The
publication is authored by ten leading doctors who conducted the
trial at seven prestigious medical institutions in the United
States.

The article entitled "Multimodal hyperspectroscopy as a triage
test for cervical neoplasia: Pivotal clinical trial results"
states that cervical spectroscopy (LuViva) detected 36.4 percent
more cervical intraepithelial neoplasia (CIN2+) than tests used
under current guidelines and could reduce unnecessary referrals of
women with normal pathology by as much as 40 percent.

"Similar to other published studies, our study indicated that
fewer than 20% of the women who are recalled after cervical
screening actually have disease that requires treatment, resulting
in a large number of women receiving unnecessary procedures, which
creates an unnecessary burden on the financial and human resources
of healthcare systems," said Leo B. Twiggs, MD, lead author of the
paper and Professor of Obstetrics and Gynecology at Sylvester
Comprehensive Cancer Center at the University of Miami Miller
School of Medicine.  "If used to triage women right after
screening, LuViva could reduce those unnecessary procedures by 35?
40%, thus significantly reducing health care expenditures in the
field of cervical precancer and improving the patient's
experience."

"Results of the study demonstrate the value of LuViva to the
patient, the physician, as well as the payer," said Mark L.
Faupel, Ph.D., CEO and president of Guided Therapeutics, Inc.
"The patient benefits by receiving results immediately and
avoiding unnecessary and painful follow-up procedures, the
physician experiences enhanced practice efficiency and the payer
reduces costs based on fewer unnecessary procedures."

The study was conducted by a team of researchers consisting of Dr.
Twiggs, Nahida A. Chakhtoura, MD, University of Miami, Miller
School of Medicine; Daron G. Ferris, MD, Medical College of
Georgia; Lisa C. Flowers, MD, Emory University School of Medicine;
Marc L. Winter, MD, Orange Coast Women?s Medical Group; Daniel R.
Sternfeld, MD, Saddleback Women's Medical Group; Manocher
Lashgari, MD, University of Connecticut School of Medicine;
Alexander F. Burnett, MD, University of Arkansas; Stephen S. Raab,
MD, University of Colorado; and Edward J. Wilkinson, MD,
University of Florida.

                    About Guided Therapeutics

Guided Therapeutics, Inc. (OTC BB and OTC QB: GTHP)
-- http://www.guidedinc.com/-- is developing a rapid and painless
test for the early detection of disease that leads to cervical
cancer.  The technology is designed to provide an objective result
at the point of care, thereby improving the management of cervical
disease.  Unlike Pap and HPV tests, the device does not require a
painful tissue sample and results are known immediately.  GT has
also entered into a partnership with Konica Minolta Opto to
develop a non-invasive test for Barrett's Esophagus using the
LightTouch technology platform.

Guided Therapeutics disclosed a net loss of $4.35 million on $3.33
million of contract and grant revenue for the year ended Dec. 31,
2012, as compared with a net loss of $6.64 million on $3.59
million of contract and grant revenue in 2011.

The Company's balance sheet at Dec. 31, 2012, showed $3.47 million
in total assets, $2.34 million in total liabilities and $1.13
million in total stockholders' equity.

UHY LLP, in Sterling Heights, Michigan, issued a "going concern"
qualification on the Company's consolidated financial statements
for the year ended Dec. 31, 2012, citing recurring losses from
operations and accumulated deficit that raise substantial doubt
about its ability to continue as a going concern.


HARROGATE INC: Fitch Affirms 'BB+' Rating on $12.6-Mil. Bonds
-------------------------------------------------------------
Fitch Ratings has affirmed the 'BB+' rating on approximately $12.6
million in series 1997 New Jersey Economic Development Authority
bonds issued on behalf of Harrogate, Inc.  The Rating Outlook is
Stable.

Security

The bonds are secured by mortgage on certain property and
equipment and a debt service reserve fund.

Key Rating Drivers

BETTER PROFITABILITY AND COVERAGE: The rating affirmation at 'BB+'
is supported by Harrogate's improved operating performance in
2012, producing 14.8% net operating margin-adjusted and 2.2x
coverage of MADS as Fitch calculates. Better cash flow was driven
by improved unit sales and entrance fee receipts.

ILU SALES REBOUND: Following two years of challenged performance
due to high turnover, Harrogate's net entrance fee receipts
totaled $3.6 million in fiscal 2012, producing stronger 2.2x
coverage and reflecting good sales activity. Occupancy has
improved slightly to 79.2% through March 2013, and Harrogate
expects steady net entrance fees for fiscal 2013 near $3 million.

FUTURE CAPITAL NEEDS: Despite elevating its capital spend in 2012
and expected capital spend in 2013, Harrogate continues to
postpone major capital plans, as evidenced by a high 21.4 year
average age of plant as of March 31, 2013. Fitch believes
Harrogate has continued to successfully market units via smaller
renovations around its amenities and units but will need larger
plant reinvestment over the longer term to remain competitive.

GOOD LIQUIDITY LEVELS: Liquidity has remained largely stable,
equal to $12.2 million at March 31, 2013, or 281.5 days of cash on
hand (DCOH), 96.7% cash to debt, and a 9x cushion ratio. Fitch
expects liquidity to remain materially stable over the near term.

MANAGEMENT CONTRACT: Harrogate continues to benefit from its
management consulting agreement with Life Care Services LLC, one
of the nation's leading nonprofit managers of continuing care
retirement communities (CCRC).

Rating Sensitivities

CONSISTENT OPERATIONS: The rating incorporates Fitch's expectation
that Harrogate will maintain good operating cash flow via
consistent ILU turnover and occupancy, and that its cash flow will
be sufficient to maintain current balance sheet levels.

Credit Profile

The rating affirmation with a Stable Outlook is supported by
Harrogate's fiscal 2012 performance, which reflects improved
occupancy and ILU turnover following two prior years of suppressed
occupancy and sales. During fiscal 2012 Harrogate surpassed its
36-unit net sales goal, with 54 sales and 40 closings. Through
March 2013, Harrogate generated another 11 sales. Strategic
pricing decisions, coupled with an improving housing market drove
solid net entrance fee receipts in fiscal 2012, equal to $3.6
million, which is significantly improved over 2010 and 2011.

An ongoing credit concern is deferred capital needs, which may
hamper Harrogate's position in its competitive service area.
Harrogate has postponed indefinitely a large campus expansion and
renovation project that Fitch believes is necessary for Harrogate
to continue to remain competitive. Management has indicated that
it remains dedicated to this building project, however any
significant spending will remain deferred until market conditions
improve and significant need is demonstrated.

Harrogate's liquidity position is a credit strength at the 'BB+'
rating level, providing some financial cushion against operating
volatility and reliance on net entrance fee receipts for debt
service coverage. Further, Harrogate maintains a conservative
capital structure of 100% fixed rate debt and conservative
investments. Fitch also views Harrogate's long relationship with
LCS (since 1988) positively.

The Stable Outlook reflects Fitch's belief that Harrogate will
maintain its occupancy via good sales and unit turnover, which
should preserve its liquidity over the near term. Harrogate is
budgeting for fiscal 2013 to finish near fiscal 2012 levels, which
seems reasonable against its first quarter performance. Any rating
pressure will be driven by consistency in Harrogate's operating
performance against its longer-term capital needs and leverage
level.

Harrogate is a type 'A' CCRC located in Lakewood, New Jersey with
273 ILUs and 68 SNF beds. Total revenues in 2012 were $16.3
million. Harrogate provides its annual financial statements to the
Municipal Securities Rulemaking Board's EMMA system, along with
regularly scheduled disclosure calls to bondholders. Fitch reports
that disclosure has been timely and complete, with good access to
management.


HERCULES OFFSHORE: To Repurchase Outstanding 3.375% Conv. Notes
---------------------------------------------------------------
Hercules Offshore, Inc., said that holders of its 3.375%
Convertible Senior Notes due 2038 have the right, at each holder's
option, to require Hercules Offshore to repurchase their Notes on
June 1, 2013, at a repurchase price in cash equal to 100 percent
of the original principal amount of the Notes plus accrued and
unpaid interest, if any, to the Optional Put Repurchase Date.  The
Optional Put Repurchase Date is an "Interest Payment Date" under
the terms of the Notes.  Accordingly, interest accrued up to the
Optional Put Repurchase Date will be paid on the Interest Payment
Date to holders of record at 5:00 p.m., New York City time, on
May 15, 2013, and the Company does not expect that there will be
accrued and unpaid interest due as part of the Optional Put
Repurchase Price.  Payment of the Optional Put Repurchase Price
will be made on June 3, 2013, which is the next succeeding
business day following the Optional Put Repurchase Date.  Unless
Hercules Offshore defaults in the payment of the Optional Put
Repurchase Price in accordance with the Indenture relating to the
Notes, interest on the repurchased Notes will cease to accrue, and
the accreted principal amount of the Notes will cease to accrete,
on and after the Optional Put Repurchase Date.  If all outstanding
Notes are surrendered for repurchase, the aggregate cash
repurchase price will be approximately $68.3 million.  Hercules
Offshore intends to pay the Optional Put Repurchase Price by using
available cash.

The repurchase option commences and expires at 5:00 p.m., New York
City time, on Friday, May 31, 2013, which is the business day
immediately preceding the Optional Put Repurchase Date.  Holders
may withdraw their election to exercise the repurchase option at
any time prior to 5:00 p.m., New York City time, on the Expiration
Date.  In order to exercise the option to require Hercules
Offshore to purchase its Notes, or withdraw Notes previously
surrendered, a holder must follow the procedures set forth in the
Company Notice, which is being sent to all registered
holders of the Notes.

The Notes are also currently convertible into shares of Hercules
Offshore's common stock at a rate of 19.9695 shares of common
stock per $1,000 original principal amount, which is equal to a
conversion price of approximately $50.08 per share, at the option
of the holder and so long as specified conditions are met.
Hercules Offshore, at its election, may settle any Notes
surrendered for conversion in shares of common stock, cash or a
combination thereof.  Cash will be delivered in lieu of any
fractional shares.  If a holder has already delivered a repurchase
notice with respect to a Note, the holder may not surrender that
Note for conversion unless and until the holder has validly
withdrawn the repurchase notice.

Additional information can be obtained at http://is.gd/CPLVmy

                      About Hercules Offshore

Hercules Offshore Inc. (NASDAQ: HERO) --
http://www.herculesoffshore.com/-- provides shallow-water
drilling and marine services to the oil and natural gas
exploration and production industry in the United States, Gulf of
Mexico and internationally.  The Company provides these services
to integrated energy companies, independent oil and natural gas
operators and national oil companies.  The Company operates in six
business segments: Domestic Offshore, International Offshore,
Inland, Domestic Liftboats, International Liftboats and Delta
Towing.

Hercules incurred a net loss of $127 million in 2012, a net loss
of $76.12 million in 2011, and a net loss of $134.59 million in
2010.  The Company's balance sheet at March 31, 2013, showed $2
billion in total assets, $1.08 billion in total liabilities and
$919.58 million in stockholders' equity.

                           *     *     *

The Troubled Company Reporter said on April 11, 2013, that
Moody's Investors Service upgraded Hercules Offshore, Inc.'s
Corporate Family Rating to B2 from B3.  Hercules' B2 CFR is
supported by its improved cash flow and lower leverage on the back
of increased drilling activity and higher day-rates in the Gulf of
Mexico (GOM)

As reported by the TCR on Nov. 6, 2012, Standard & Poor's Ratings
Services raised its corporate credit rating on Houston-based
Hercules Offshore Inc. to 'B' from 'B-'.  "The upgrade reflects
the improving market conditions in the Gulf of Mexico and our
expectations that Hercules' fleet will continue to benefit," said
Standard & Poor's credit analyst Stephen Scovotti.


HORIZON LINES: Incurs $20.3 Million Net Loss in First Quarter
-------------------------------------------------------------
Horizon Lines, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $20.35 million on $244.49 million of operating revenue for the
quarter ended March 24, 2013, as compared with a net loss of
$32.51 million on $263.35 million of operating revenue for the
quarter ended March 25, 2012.

The Company's balance sheet at March 24, 2013, showed $654.68
million in total assets, $690.23 million in total liabilities and
a $35.55 million total stockholders' deficiency.

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

                        http://is.gd/rIUQtw

                        About Horizon Lines

Charlotte, N.C.-based Horizon Lines, Inc. (NYSE: HRZ) is the
nation's leading domestic ocean shipping and integrated logistics
company.  The Company owns or leases a fleet of 20 U.S.-flag
containerships and operates five port terminals linking the
continental United States with Alaska, Hawaii, Guam, Micronesia
and Puerto Rico.  The Company provides express trans-Pacific
service between the U.S. West Coast and the ports of Ningbo and
Shanghai in China, manages a domestic and overseas service partner
network and provides integrated, reliable and cost competitive
logistics solutions.

For the year ended Dec. 23, 2012, the Company incurred a net loss
of $94.69 million in 2012, as compared with a net loss of $229.41
million in 2011.

                            Refinancing

The Company was not in compliance with the maximum senior secured
leverage ratio and the minimum interest coverage ratio under its
Senior Credit Facility at the close of its third fiscal quarter
ended Sept. 25, 2011.  Non-compliance with these financial
covenants constituted an event of default, which could have
resulted in acceleration of the maturity.  None of the
indebtedness under the Senior Credit Facility or Notes was
accelerated prior to the completion of a comprehensive refinancing
on Oct. 5, 2011.

The Senior Credit Facility and 99.3% of the 4.25% Convertible
Senior Notes were repaid as part of the refinancing.  In addition,
as a result of the completion of the refinancing, the short-term
obligations under the Senior Credit Facility, the Notes and the
Bridge Loan have been classified as long-term debt.

As a result of the efforts to refinance the Company's debt and the
2011 amendments to the Senior Credit Facility, the Company paid
$17.3 million in financing costs and recorded a loss on
modification of debt of $0.6 million during 2011.

                           *     *     *

In June 2012, Moody's Investors Service affirmed Horizon Lines,
Inc.'s Corporate Family Rating (CFR) and Probability of Default
Rating ("PDR") at Caa2 and removed the LD ("Limited Default")
designation from the rating in recognition of the conversion to
equity of the $228 million of Series A and Series B Convertible
Senior Secured notes due in October 2017 ("Notes").

Moody's said the affirmation of the Corporate Family and
Probability of Default ratings considers that total debt has been
reduced by the conversion of the Notes, but also recognizes the
significant operating challenges that the company continues to
face.


ID PERFUMES: Registers Common Stock with SEC
--------------------------------------------
ID Perfumes, Inc., formerly known as Adrenalina, filed a Form 10
with the U.S. Securities and Exchange Commission to register its
common stock pursuant to Section 12(g) of the Securities Exchange
Act of 1934, as amended.

Once this registration statement is deemed effective, the Company
will be subject to the requirements of Section 13(a) under the
Exchange Act, which will require the Company to file annual
reports on Form 10-K, quarterly reports on Form 10-Q, and current
reports on Form 8-K, and the Company will be required to comply
with all other obligations of the Exchange Act applicable to
issuers filing registration statements pursuant to Section 12(g)
of the Exchange Act.

Due to cash flow shortages and reduced personnel, the Company did
not timely file its annual report for the year ended Dec. 31,
2008, and all periodic reports thereafter.  On March 15, 2012, the
Company filed its annual report for the year ended Dec. 31, 2008.
Nevertheless, on June 6, 2012, the SEC revoked the Company's
Registration Statement.

A copy of the Form 10 is available for free at:

                       http://is.gd/g2ugkg

                        About ID Perfumes

ID Perfumes, Inc., manufactures, markets, and distributes
fragrances and fragrance related products.  The company produces
and distributes its fragrance products under license agreements
with Selena Gomez and Adam Levine.  ID Perfumes, Inc., sells it
products to department stores, perfumeries, specialty retailers,
mass-market retailers, and the United States and international
wholesalers and distributors.  It primarily has operations in the
United States, Latin America, and Canada.  The company was
formerly known as Adrenalina and changed its name to ID Perfumes,
Inc., in February 2013. ID Perfumes, Inc., was founded in 2004 and
is headquartered in Hallandale Beach, Florida.

Goldstein Schechter Koch, P.A., in Coral Gables, Florida,
expressed substantial doubt about Adrenalina's ability to continue
as a going concern.  The independent auditors noted that the
Company incurred a net loss of approximately $12,000,000 and
$5,300,000 in 2008 and 2007.  Additionally, the Company has an
accumulated deficit of approximately $20,900,000 and $8,908,000 at
Dec. 31, 2008, and 2007, and is currently unable to generate
sufficient cash flow to fund current operations.

The Company reported a net loss of $12.01 million in 2008,
compared with a net loss of $5.26 million in 2007.  The Company's
balance sheet at Dec. 31, 2008, showed $10.09 million in total
assets, $10.90 million in total liabilities, and a stockholders'
deficit of $810,752.


IDERA PHARMACEUTICALS: Amends $15-Mil. Common Shares Prospectus
---------------------------------------------------------------
Idera Pharmaceuticals, Inc., has filed an amendment no.2 to the
Form S-1 registration statement with the Securities and Exchange
Commission relating to the offering $15,000,000 of shares of the
Company's common stock and warrants to purchase up to [   ]
shares of the Company's common stock.  Each share of common stock
is being sold together with a warrant to purchase up to
shares of the Company's common stock at an exercise price of $[
] per share.  The shares of common stock and warrants are
immediately separable and will be issued separately in this
offering.

The Company's common stock is listed on the Nasdaq Capital Market
under the symbol "IDRA."  The last sale price of the Company's
common stock on April 29, 2013, as reported by the Nasdaq Capital
Market, was $0.73 per share.  The Company does not intend to list
the warrants on the Nasdaq Capital Market, any other national
securities exchange or any other nationally recognized trading
system.

A copy of the Amended Prospectus is available for free at:

                        http://is.gd/33QC8k

                     About Idera Pharmaceuticals

Cambridge, Massachusetts-based Idera Pharmaceuticals, Inc., is a
clinical stage biotechnology company engaged in the discovery and
development of novel synthetic DNA- and RNA-based drug candidates
that are designed to modulate immune responses mediated through
Toll-like Receptors, or TLRs.  The Company has two drug
candidates, IMO-3100, a TLR7 and TLR9 antagonist, and IMO-8400, a
TLR7, TLR8, and TLR9 antagonist, in clinical development for the
treatment of autoimmune and inflammatory diseases.

In the auditors' report on the consolidated financial statements
for the year ended Dec. 31, 2012, Ernst & Young LLP, in Boston,
Mass., expressed substantial doubt about Idera's ability to
continue as a going concern, citing recurring losses and negative
cash flows from operations and the necessity to raise additional
capital or alternative means of financial support, or both, prior
to Dec. 31, 2013, in order to continue to fund its operations.

The Company reported a net loss of $19.2 million on $51,000 of
revenue in 2012, compared with a net loss of $23.8 million on
$53,000 of revenue in 2011.  Revenue in 2012 and 2011 consisted of
reimbursement by licensees of costs associated with patent
maintenance.

The Company's balance sheet at Dec. 31, 2012, showed $10.8 million
in total assets, $4.2 million in total liabilities, $5.9 million
of Series D Redeembale Convertible Preferred Stock, and
stockholders' equity of $706,000.


INFINITY ENERGY: Borrows $250,000 From Private Lenders
------------------------------------------------------
Infinity Energy Resources, Inc., borrowed $50,000, $100,000 and
$100,000, on March 29, April 4, and April 15, 2013 respectively,
under an unsecured credit facility provided by three private,
third-party lenders.  The loans are represented by promissory
notes, bear interest at the rate of 8% per annum and are payable
interest and principal in full 60 days from their respective dates
of issuance.  They may be prepaid without penalty at any time.
The Notes are subordinated to all existing and future senior
indebtedness, as such terms are defined in the Notes.

The Company used a portion of the loan proceeds to pay a note it
had issued in February 2013 in the principal amount of $150,000,
which note was described in a Form 8-K filed on March 1, 2013, and
provide working capital.

In connection with its new loans, the Company granted the lenders
warrants exercisable to purchase 50,000, 100,000 and 100,000
shares, respectively, of its common stock, at an exercise price of
$2.50 per share for a period of two years.  If the Company fails
to pay the Notes on their respective maturity dates, the number of
shares issuable under the Warrants increases to 500,000, 1,000,000
and 1,000,000, respectively, and the exercise price drops to $.10
per share.  The Company has raised sufficient equity to pay the
Notes in full on or before their respective maturity dates and
plans to do so.

In April 2013 the Company sold 635,420 units at a price of $1.60
per Unit for a total of $1,016,672.  Each Unit was composed of one
share of common stock and one half of a common stock purchase
warrant.  For every two Units purchased, the Company issued one
full Warrant.  Each Warrant is exercisable to purchase one share
of Common Stock for a five-year term from its date of issuance at
a price of $2.50 per share.

One of the holders of a promissory note in the principal amount of
$125,000 issued by the Company in February 2013, as disclosed in
the March Form 8-K, exchanged that note and accrued interest for
Units at a price of $1.60 per Unit as payment in full.  This sale
is included in the total number of Units sold in the offering.

The Company will use the proceeds to fund certain requirements of
its Nicaraguan Concessions, pay the Notes and provide working
capital.

The Company sold the Units through its President and no
commissions were paid in connection with the sales.  The offering
was made as an exempt transaction under Regulation D under the
Securities Act of 1933, as amended, and made only to "accredited
investors," as defined in Regulation D.

The Warrants are redeemable by the Company at a price $0.05 per
Warrant if (i) the closing prices of the Company's Common Stock
have averaged $7.50 per share or higher for a period of 20 trading
days or (ii) the Company has achieved a liquidity event, such as a
merger, reorganization, acquisition or sale of all or
substantially all of the assets of the Company to a third party.
The Company granted the holders of the Warrants "piggyback"
registration rights respecting any registration statement that the
Company files while the Warrants are outstanding if no other
registration statement is then effective respecting the shares of
Common Stock to be issued on exercise of the Warrants.  This
registration right is subject to the registration rights of
existing shareholders.

                        About Infinity Energy

Overland Park, Kansas-based Infinity Energy Resources, Inc., and
its subsidiaries, are engaged in the acquisition and exploration
of oil and gas properties offshore Nicaragua in the Caribbean Sea.

Infinity Energy disclosed net income of $2.90 million for the year
ended Dec. 31, 2012, as compared with a net loss of $3.52 million
during the prior year.  The Company's balance sheet at Dec. 31,
2012, showed $4.46 million in total assets, $6.95 million in total
liabilities, $12.86 million in Redeemable, convertible preferred
stock and a $15.35 million total stockholders' deficit.

EKS&H LLLP, in Denver, Colorado, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that
the Company has suffered recurring losses, has no on-going
operations, and has a significant working capital deficit, which
raises substantial doubt about its ability to continue as a going
concern.


ION GEOPHYSICAL: S&P Assigns 'B+' CCR & Rates $175MM Notes 'B+'
---------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B+'
corporate credit rating to Houston-based ION Geophysical Corp.

At the same time, S&P assigned its 'B+' (same as the corporate
credit rating) issue rating to ION's proposed $175 million senior
secured second lien notes due 2018.  The recovery rating on these
notes is '4', indicating S&P's expectation of average (30% to 50%)
recovery for second lien noteholders in the event of a payment
default.

"The rating on ION reflects our assessment of a 'weak' business
risk profile, which is based on ION's exposure to the volatile and
cyclical seismic data acquisition end markets, and its small scale
compared with other much larger players in the industry," said
Standard & Poor's credit analyst Susan Ding.

The ratings also take into consideration the increased capital
spending by exploration and production (E&P) companies, the
company's joint venture with BGP, improved credit measures, and
strong liquidity.

S&P expects ION to use proceeds from the offering to repay
outstanding debt, fund additional investment in its GeoRXT seabed
seismic joint venture, and for general corporate purposes.

The outlook on ION is stable.  S&P expects ION to sustain improved
EBITDA and maintain margins as industry conditions benefit from
strong oil prices and related E&P spending in 2013.  S&P could
lower the ratings if the company encounters liquidity constraints
as a result of the WesternGeco jury verdict, or if industry
conditions and commodity prices deteriorate, leading to weakened
credit measures such that leverage exceeds 5x on a sustained
basis.  On the other hand, even if ION can sustain performance at
a level better than currently assumed, given S&P's assessment of
the industry volatility, it considers a ratings upgrade unlikely
at this time.

ION provides seismic data recording equipment, processing
software, and data collection (multiclient surveys) and
interpretation services to companies in the oil and gas industry.


J.C. PENNEY: Has Tender Offer for 7-1/8% Debentures Due 2023
------------------------------------------------------------
J. C. Penney Company, Inc., as co-obligor on the Notes, and J. C.
Penney Corporation, Inc., a wholly owned subsidiary of the
Company, as issuer of the Notes, announced the commencement of a
cash tender offer by JCP to purchase any and all of JCP's
outstanding 7 1/8% Debentures Due 2023 (CUSIP No. 708160 BE5) and
related consent solicitation, upon the terms and subject to the
conditions set forth in the Offer to Purchase and Consent
Solicitation Statement, dated as of April 30, 2013, and the
accompanying Consent and Letter of Transmittal.  In conjunction
with the offer, holders of Notes are being solicited to provide
consents to certain proposed amendments to the indenture, as
amended and supplemented, governing the Notes that would eliminate
most of the restrictive covenants and certain events of default
and other provisions in the Indenture.

The tender offer will expire at 11:59 p.m., New York City time, on
May 28, 2013, unless extended or terminated.  Holders of Notes
that validly tender (and do not validly withdraw) their Notes and
provide consents to the Proposed Amendments on or before 5:00
p.m., New York City time, on May 13, 2013, unless extended or
terminated will be eligible to receive the Total Consideration,
which is equal to $1,350 per $1,000 principal amount of any Notes
accepted for purchase pursuant to the Offer Documents.  The Total
Consideration consists of an amount equal to $1,300 per $1,000
principal amount of Notes, plus a consent payment in an amount
equal to $50 per $1,000 principal amount of Notes.  Holders of
Notes that validly tender their Notes after the Consent Expiration
but on or prior to the Expiration Time will be eligible to receive
only the Tender Offer Consideration.  Holders whose Notes are
accepted for purchase in the tender offer will also receive
accrued and unpaid interest to, but not including, the applicable
payment date for the Notes.  Tendered Notes may be withdrawn at
any time prior to 5:00 p.m., New York City time, on May 13, 2013,
unless extended.  JCP may, but is not required to, select an
initial settlement date for Notes validly tendered (and not
validly withdrawn) prior to the Consent Expiration, which would be
a business day it chooses following each of the Consent
Expiration, the Withdrawal Time and the satisfaction or waiver of
the conditions to the consummation of the tender offer and consent
solicitation.  Holders of Notes who validly tender their Notes
pursuant to the tender offer will be deemed to consent to the
Proposed Amendments.

Completion of the tender offer and consent solicitation is subject
to the satisfaction or waiver of certain conditions, including,
but not limited to, receipt of debt financing on terms
satisfactory to J. C. Penney and in an amount that will be
sufficient to pay the Total Consideration for all tendered Notes.
If JCP does not receive sufficient consents to effect the Proposed
Amendments, JCP currently intends to satisfy and discharge under
the Indenture any and all Notes not tendered, though there is no
guarantee JCP will effect such satisfaction and discharge.

Goldman, Sachs & Co., is acting as dealer manager and solicitation
agent for the tender offer and consent solicitation.  Questions
regarding the tender offer and consent solicitation may be
directed to Goldman, Sachs & Co. at (800) 828-3182 (toll-free) or
(212) 902-5183 (collect).

D.F. King & Co., Inc. is acting as tender and information agent
for the tender offer and consent solicitation.  Requests for
copies of the Offer Documents may be directed to D.F. King & Co.,
Inc. at (212) 269-5550 (banks and brokers) or (800) 290-6427
(toll-free).

                         About J.C. Penney

Plano, Texas-based J.C. Penney Company, Inc. is one of the U.S.'s
largest department store operators with about 1,100 locations in
the United States and Puerto Rico.

J.C. Penney disclosed a net loss of $985 million in 2012, as
compared with a net loss of $152 million in 2011.  The Company's
balance sheet at Feb. 2, 2013, showed $9.78 billion in total
assets, $6.61 billion in total liabilities and $3.17 billion in
total stockholders' equity.

                           *     *     *

As reported by the TCR on May 2, 2013, Moody's Investors Service
downgraded the long term ratings of J.C. Penney Company, Inc.,
including its Corporate Family Rating to Caa1 from B3.  The
downgrade follows JCP's announcement that it had entered into
a commitment letter with Goldman Sachs under which Goldman Sachs
has committed to provide a $1.75 billion senior secured term loan.

Early in March 2013, Standard & Poor's Ratings Services lowered
its corporate credit rating on Penney to 'CCC+' from 'B-'.  The
outlook is negative.  At the same time, S&P lowered the issue-
level rating on the company's unsecured debt to 'CCC+' from 'B-'
and maintained its '3' recovery rating on this debt, indicating
S&P's expectation of meaningful (50% to 70%) recovery for
debtholders in the event of a payment default.

"The downgrade reflects the performance erosion that has
accelerated throughout the previous year and seems likely to
persist over the next 12 months," explained Standard & Poor's
credit analyst David Kuntz.

At the same time, Fitch Ratings downgraded the Company's Issuer
Default Ratings to 'B-' from 'B'.  The Rating Outlook is Negative.
The rating downgrades reflect Fitch's concerns that there is a
lack of visibility in terms of the Company's ability to stabilize
its business in 2013 and beyond after a precipitous decline in
revenues leading to negative EBITDA of $270 million in 2012.
Penney, Fitch said, will need to tap into additional funding to
cover a projected FCF shortfall of $1.3 billion to $1.5 billion in
2013, which could begin to strain its existing sources of
liquidity.

In February 2013, Penney received a notice of default from a law
firm representing more than 50% of its 7.4% Debentures due 2037.
The Company has filed a lawsuit in Delaware Chancery Court seeking
to block efforts by the bondholder group to declare a default on
the 2037 bonds.  Penney also asked lawyers at Brown Rudnick LLP to
identify the investors they represent.

In March 2013, Penney received a letter from bondholders
withdrawing and rescinding the Notice of Default.

On April 12, 2013, Penney borrowed $850 million out of its $1.85
billion committed revolving credit facility with JPMorgan Chase
Bank, N.A., as Administrative Agent, and Wells Fargo Bank,
National Association, as LC Agent. Penney said the move was to
enhance the Company's financial flexibility and position.


JAMES RIVER: Incurs $42.1 Million Net Loss in First Quarter
-----------------------------------------------------------
James River Coal Company reported a net loss of $42.11 million on
$193.30 million of total revenue for the three months ended
March 31, 2013, as compared with a net loss of $15.65 million on
$301.98 million of total revenue for the same period during the
prior year.

The Company's balance sheet at March 31, 2013, showed $1.16
billion in total assets, $944.75 million in total liabilities and
$215.26 million in total shareholders' equity.

Peter T. Socha, chairman and chief executive officer commented:
"Our mining operations had an excellent quarter.  As previously
discussed, they have substantially completed a major restructuring
of all mines and support services.  We are now beginning to see
the results of this process in both coal production and costs.  We
are continuing to adjust our operations to changes in the markets
for both thermal and met coal.  The domestic thermal coal market
appears to be benefitting from higher prices in the natural gas
market.  We are a little more cautious on the met coal market
today due to the influence of global economic factors.  Lastly, we
are continuing to evaluate a wide variety of options to improve
our liquidity and strengthen our balance sheet.  We are very
grateful for the large number of holders of our debt and equity
securities that have contacted us to discuss their thoughts and
suggestions."

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

                        http://is.gd/WiBX26

                         About James River

Headquartered in Richmond, Virginia, James River Coal Company
(NasdaqGM: JRCC) -- http://www.jamesrivercoal.com/-- mines,
processes and sells bituminous steam and industrial-grade coal
primarily to electric utility companies and industrial customers.
The company's mining operations are managed through six operating
subsidiaries located throughout eastern Kentucky and in southern
Indiana.

James River reported a net loss of $138.90 million in 2012,
as compared with a net loss of $39.08 million in 2011.

                           *     *     *

In the Dec. 6, 2012, edition of the TCR, Moody's Investors Service
downgraded James River Coal Company's Corporate Family Rating
("CFR") and Probability of Default Rating ("PDR") to Caa1 from B3.
The downgrades reflects weakening credit protection metrics as a
result of a very difficult environment facing coal producers in
Central Appalachia and Moody's view that the company's earnings
and cash flow profile will remain challenged in the near-term.

As reported by the TCR on Nov. 19, 2012, Standard & Poor's Ratings
Services raised its corporate credit rating on Richmond, Va.-based
James River Coal Co. to 'CCC' from 'SD' (selective default).

"We raised our rating on James River Coal because we understand
that the company has stopped repurchasing its debt at deep
discounts, for the time being," said credit analyst Megan
Johnston.


JEFFERSON COUNTY, AL: New Legal Chief Steps Aside
-------------------------------------------------
Verna Gates, writing for Reuters, reported that the Alabama
Supreme Court justice chosen just last week to help steer the
state's Jefferson County through the biggest municipal bankruptcy
in U.S. history stepped down on Tuesday after apparently deciding
he was not a good match for the job.

Mike Bolin, 65, could not be reached for immediate comment on his
decision to leave Alabama's largest county, which includes
Birmingham, with no one at the helm of its tumultuous legal
affairs, the report said.  But Sandra Little Brown, a county
commissioner, said Bolin would return to the Supreme Court  after
his wife suggested that the county's bankruptcy woes might be too
much for him to handle.

According to the Reuters report, Bolin, who was a probate judge
for Jefferson County for 16 years, was confirmed just last
Thursday to succeed Jeff Sewell, who took involuntary retirement
on April 12.  Bolin was seen as a logical selection for the post
since he is well versed in the legal history of the county's sewer
system, which is at the heart of the $4.27 billion Chapter 9
bankruptcy filed by Jefferson County in November 2011.

One of his first tasks as the county's top legal adviser or
counselor included preparation for a new round of bankruptcy
hearings beginning next week, the Reuters report related.  "We
have to make sure whoever we pick is sensitive to the issues,"
said Brown.

"I am going to do a lot of praying as we go back to the drawing
board," she told Reuters.  "Anyone we hire will be a top gun with
the highest standards of ethical behavior and competence," said
Jefferson County Commission President David Carrington.

Sewell had been in Jefferson County's legal department for 25
years and was dismissed due to directions he gave the county's
outside bankruptcy attorneys "that were not in the best interests
of Jefferson County," Reuters recalled.

                      About Jefferson County

Jefferson County has its seat in Birmingham, Alabama.  It has a
population of 660,000.

Jefferson County filed a bankruptcy petition under Chapter 9
(Bankr. N.D. Ala. Case No. 11-05736) on Nov. 9, 2011, after an
agreement among elected officials and investors to refinance
$3.1 billion in sewer bonds fell apart.

John S. Young Jr. LLC was appointed as receiver by Alabama Circuit
Court Judge Albert Johnson in September 2010.

Jefferson County's bankruptcy represents the largest municipal
debt adjustment of all time.  The county said that long-term debt
is $4.23 billion, including about $3.1 billion in defaulted sewer
bonds where the debt holders can look only to the sewer system for
payment.

The county said it would use the bankruptcy court to put a value
on the sewer system, in the process fixing the amount bondholders
should be paid through Chapter 9.

Judge Thomas B. Bennett presides over the Chapter 9 case.  Lawyers
at Bradley Arant Boult Cummings LLP and Klee, Tuchin, Bogdanoff &
Stern LLP, led by Kenneth Klee, represent the Debtor as counsel.
Kurtzman Carson Consultants LLC serves as claims and noticing
agent.  Jefferson estimated more than $1 billion in assets.  The
petition was signed by David Carrington, president.

The bankruptcy judge in January 2012 ruled that the state court-
appointed receiver for the sewer system largely lost control as a
result of the bankruptcy. Before deciding whether Jefferson County
is eligible for Chapter 9, the bankruptcy judge will allow the
Alabama Supreme Court to decide whether sewer warrants are the
equivalent of "funding or refunding bonds" required under state
law before a municipality can be in bankruptcy.

U.S. District Judge Thomas B. Bennett ruled in March 2012 that
Jefferson County is eligible under state law to pursue a debt
restructuring under Chapter 9.  Holders of more than $3 billion in
defaulted sewer debt had challenged the county's right to be in
Chapter 9.


JUMP OIL: Bid Procedures Approved; June 24 Sale Hearing Set
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Missouri approved on
April 30, 2013, the bidding procedures for the sale of
substantially all of the assets of Jump Oil Company, Inc.

A copy of the Order approving the Bidding Procedures is available
at http://bankrupt.com/misc/jumpoil.doc136.pdf

A copy of the Bid Procedures is available at:

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

According to the Bid Procedures, if it is determined that that an
Auction will be held, Matrix Private Equities, the Debtor's
investment banker, will give each Qualified Bidder of an Asset no
less than seven (7) calendar days notice by electronic mail, which
notice will include the date, time and location and bidding terms
of such Auction.

The Sale Hearing will be held on June 24, 2013, at 11:00 a.m.  All
parties interested in bidding must submit their bids no later than
May 17, 2013, at 5:00 p.m.  Objections to the Sale Motion, must be
in writing and filed electronically with the Court on or before
June 17, 2013.

                      About Jump Oil Company

Jump Oil Company owns or holds a leasehold interest in 53 parcels
of real property throughout the state of Missouri, on which gas
and service stations are or were operated by various third-party
lessees pursuant to lease and fuel supply agreements with the
Debtor, certain other executor contracts and personal property
related to the Gas Stations.

Jump Oil Company filed a Chapter 11 petition (Bankr. E.D. Mo.) on
Feb. 14, 2013, in St. Louis, Missouri to sell its gas stations
pursuant to 11 U.S.C. Sec. 363.

The Debtor has tapped Goldstein & Pressman, P.C., in St. Louis,
Mo., as counsel; HNWC as financial consultants; Matrix Private
Equities, Inc. as financial advisor; Mariea Sigmund & Browning,
LLC as special counsel; and Wolff & Taylor, PC as accountants.

In its schedules, the Debtor listed $17,603,456 in assets and
$26,276,060 in liabilities.

The Debtor's combined indebtedness as of the Petition Date, both
secured and unsecured, is $22.5 million.  Colonial Pacific Leasing
Station is owed $17.9 million secured by a perfected security
interest and liens 37 of the gas stations.  CRE Venture 2011-1,
LLC is owed $716,000 allegedly secured by three of the Debtor's
sites.  Lindell Bank is owed $347,000 allegedly secured by
interest in two of the Debtor's sites.


KIK CUSTOM: Moody's Rates $220-Mil. Second Lien Term Loan 'Caa2'
----------------------------------------------------------------
Moody's Investors Service affirmed KIK Custom Products Inc.'s Caa1
corporate family rating, Caa1-PD probability of default rating,
and assigned B3 and Caa2 ratings respectively to the company's
proposed first and second lien term loans.

The B2 and Caa2 ratings on KIK's existing first lien bank credit
facilities and second lien term loan were affirmed and will be
withdrawn when the refinance transaction closes. KIK's rating
outlook remains stable.

Net proceeds from the new loans plus $57 million of cash on KIK's
balance sheet and a $33 million equity contribution will refinance
about $700 million of existing term loans.

As part of the transaction, CI Capital Partners, KIK's financial
sponsor, will convert $30 million of the company's existing second
lien term loan held by a related party and $3 million demand loan
into common equity. CI also plans to convert all of the $159
million (face value; $267 million carrying value inclusive of
accumulated dividends) preferred equity holding in KCP Investment
Holdings L.P., a holding company that owns all the stock of KIK's
parent (KCP Holdings Inc.), into common equity. Moody's had
previously considered about $67 million (or 25%) of the cumulative
preferred equity as part of KIK's adjusted debt, which will be
eliminated with this conversion. The comprehensive refinance
transaction will be rounded-out with a new $75 million asset
backed-revolving credit facility (un-rated).

While the completion of the transaction will eliminate KIK's near-
term refinance risk, improve liquidity and reduce pro forma
adjusted Debt/EBITDA to 7x from 8.3x (incorporating Moody's
standard accounting adjustments), the long term sustainability of
KIK's capital structure given its low growth and lack of
meaningful free cash flow to repay debt drives Moody's current
view to affirm the CFR at Caa1. Also, Moody's deems the proposed
debt-to-equity exchange to be tantamount to a default, and, when
the transaction closes, will append the LD designation to the PDR
to denote a limited default. The LD modifier will be removed about
three days thereafter.

Ratings Assigned:

  $420 million first lien term loan due 2019, B3 (LGD3, 35%)

  $220 million second lien term loan due 2019, Caa2 (LGD5, 79%)

Ratings Affirmed:

  Corporate Family Rating, Caa1

  Probability of Default Rating, Caa1-PD

  $25 million revolving credit facility due January 2014, B2
  (LGD3, 31%); to be withdrawn at close

  $466 million first lien term loan due May 2014, B2 (LGD3, 31%);
  to be withdrawn at close

  $235 million second lien term loan due November 2014, Caa2
  (LGD5, 77%); to be withdrawn at close

Outlook: Stable

The new ratings are being assigned subject to review of final
documentation.

Ratings Rationale:

KIK's Caa1 CFR primarily reflects uncertainty that its capital
structure is unsustainable given its high leverage (pro forma
adjusted Debt/EDITDA of 7x), an unproven ability to repay debt
from internally generated sources, and exposure to the highly
competitive bleach market together with its limited pricing
flexibility due to the presence of a significantly larger and
better capitalized branded competitor, Clorox Company (Baa1
Stable). Despite the non-discretionary nature of many of the
company's products, operating results may be volatile given its
relatively high exposure to raw material costs. KIK's rating
benefits from its sizeable share of the U.S. private label bleach
market, its position as the largest contract manufacturer for
blue-chip consumer packaged goods customers, and significant
barriers to entry. Moody's expects the swimming pool business and
product compaction to drive modest improvement in KIK's margins.

KIK's liquidity will improve once the proposed transaction closes,
but is currently assessed as weak due to refinance risks and lack
of access to its $25 million revolving credit facility until its
cash balance falls below $20 million (cash balance was $60 million
at December 31, 2012).

The outlook is stable given Moody's expectation that KIK's
leverage will remain relatively stable over the rating horizon.

Moody's will consider upgrading KIK's ratings if it maintains
adequate liquidity, proves its ability to generate sustainable
positive free cash flow, and sustains adjusted Debt/EBITDA below
7x along with FCF/Debt near 5%. The rating will be downgraded if
KIK's refinance risk is not eliminated in the near term. Also,
significant deterioration in operating performance arising from
volume or price declines and margin contraction such that adjusted
Debt/EBITDA is sustained above 8.5x can lead to a downgrade.
Material deterioration in the company's cash balance, likely due
to negative free cash flow generation can also cause a downgrade.

The principal methodology used in rating KIK was the Global
Packaged Goods Industry Methodology published in December 2012.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

KIK Custom Products Inc. manufactures a variety of household
cleaning, personal care, over-the-counter and prescription drug
products, and pool additives. The private label business
manufactures retail-branded bleach and other household liquid
cleaners for a wide variety of supermarkets and other mass
merchandisers, while its contract manufacturing business primarily
produces aerosol and liquid products for leading branded consumer
product companies. Revenue for the fiscal year ended December 31,
2012 was $1.2 billion. KIK is controlled by CI Capital Partners
and is headquartered in Concord, Ontario, Canada.


LANDRY'S INC: Moody's Assigns 'B3' Rating to New $235MM Sr. Notes
-----------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to the proposed
$235 million of senior unsecured notes of Landry's Inc.'s and
affirmed the B2 Corporate Family Rating, B2-PD Probability of
Default Rating and SGL-3 Speculative Grade Liquidity rating.

Moody's also raised the ratings on Landry's existing senior
unsecured notes to B3 from Caa1 and the ratings on Landry's bank
credit facility to Ba3 from B1. The rating outlook is stable.

Proceeds from the proposed $235 million of senior unsecured notes
will be used to repay outstanding borrowings under Landry's
revolving credit facility and for general corporate purposes.

Ratings assigned are:

Landry's Inc.

  $235 million guaranteed senior unsecured notes due May 2020,
  rated B3 (LGD5, 74%)

Ratings upgraded are:

Landry's Inc.

  $200 million guaranteed senior secured revolver due 2017,
  raised to Ba3 (LGD2, 23%) from B1 (LGD 3, 34%)

  $1.0 billion guaranteed senior secured term loan B due 2018,
  raised to Ba3 (LGD2, 23%) from B1 (LGD 3, 34%)

  $425 million guaranteed senior unsecured notes due 2020, raised
  to B3 (LGD5, 74%) from Caa1 (LGD5, 87%)

Ratings affirmed are:

Landry's Inc.

  Corporate Family Ratings of B2

  Probability of Default Rating of B2-PD

  Speculative Grade Liquidity Rating of SGL-3

Landry's Holdings II, Inc.

  $250 million senior unsecured notes, due 2018 at Caa1 (LGD 6,
  94%)

Ratings Rationale:

The B2 Corporate Family Rating reflects the company's high
leverage and modest coverage, aggressive financial policies as
well as the soft consumer spending environment that will continue
to pressure earnings. The ratings also reflect the company's
adequate liquidity, material scale, and the solid brand value of
its various restaurant concepts.

Despite the incremental increase in debt -- approximately $85
million -- the affirmation of the CFR reflects Moody's view that
Landry's earnings and debt protection metrics will improve as
management focuses on integrating acquisitions and reducing
overall costs.

The stable outlook reflects Moody's expectation for modest organic
revenue growth and steady improvement in credit metrics as cost
saving initiatives are fully realized.

The upgrade of Landry's $1 billion senior secured term loan and
$200 million senior secured revolver reflect the increase in the
amount of liabilities -- specifically the senior unsecured notes -
- that are ranked junior to these facilities in a default
scenario. The upgrade of Landry's existing senior unsecured note
rating reflects the increase in the proportion of the capital
structure represented by senior unsecured indebtedness.

The affirmation of the Caa1 rating on the senior unsecured notes
at Landry's Holdings II, Inc. (Landry's Holdings), Landry's
indirect parent holding company, reflect the structural
subordination of these notes to a substantial amount of
liabilities at Landry's.

In the near term, the B2 Corporate Family and B2-PD Probability of
Default ratings will be withdrawn from Landry's Inc. and assigned
to Landry's Holdings, the top level entity in the capital
structure with rated debt.

Given high leverage, a history of aggressive financial policies
and persistently soft consumer spending, a higher rating over the
near term is unlikely. However, factors that could result in an
upgrade over the longer term include a sustained improvement in
earnings and demonstration of more conservative financial
policies. Specifically, an upgrade would require debt to EBITDA
below 4.5 times and EBITA coverage of interest above 2.0 times.

Factors that could result in a downgrade include a failure to grow
profitability and improve credit metrics. Specifically, a
downgrade could occur if debt to EBITDA is expected to remain
above 6.0 times or EBITA to interest falls below 1.5 times on a
sustained basis.

The principal methodology used in this rating was the Global
Restaurant Industry Methodology published in June 2011. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.

Landry's Inc. owns and operates mostly casual dining restaurants
under the trade names Landry's Seafood House, Chart House,
Saltgrass Steak House, Rainforest Cafe, Bubba Gump, and McCormick
& Schmicks, and Morton's Restaurants, Inc. Landry's Inc. also owns
and operates the Golden Nugget hotel and casino in Las Vegas,
Nevada. Annual revenue of the restaurant group is approximately
$2.0 billion.


LEGENDS GAMING: Seeks Extension of Exclusive Solicitation Period
----------------------------------------------------------------
Legends Gaming, LLC, and its debtor affiliates ask the U.S.
Bankruptcy Court for the Western District of Louisiana, Shreveport
Division, to further extend the exclusivity period until July 1,
2013, to obtain acceptances of a plan during which Exclusivity
Period no other party may file a plan or obtain acceptances of a
plan.

The Bankruptcy Court will convene a hearing on May 13, 2013, at
9:00 a.m., to consider approval of the adequacy of the disclosure
statement explaining the Plan of Reorganization for the Debtors.
Objections are due on or before May 8.

The period within which the Debtors have exclusive right to obtain
acceptances of their Plan expired on April 29.

Pursuant to the April Plan, the Debtors propose to continue their
operations, cancel the preferred and common interests in Legends
Gaming, and issue New Interests to a New Interest Holder in
connection with the execution of a new management agreement.  It
is currently contemplated that the New Interest Holder will be
Foundation Gaming Group, LLC, or its affiliate.  The Plan also
proposes to substantially deleverage the business by reducing the
amount of the Debtors' first lien secured debt and by completely
eliminating their second lien secured debt, and to provide for the
assumption and timely payment of (a) certain unpaid trade debt for
goods delivered or services provided to the Debtors in the
ordinary course of business prior to the Petition Date, and (b)
any Cure Costs associated with the trade debt.

                       About Legends Gaming

Legends Gaming LLC, owns gaming facilities located in Bossier
City, Louisiana, and Vicksburg, Mississippi, operating under the
DiamondJack's trade name.

Legends Gaming LLC, and five related entities, including Louisiana
Riverboat Gaming Partnership, filed Chapter 11 petitions (Bankr.
W.D. La. Case No. 12-12013) in Shreveport, Indiana, on July 31,
2012, to sell the business for $125 million to Global Gaming
Solutions LLC, absent higher and better offers.

Legends Gaming acquired the business from Isle of Capri Casinos
Inc., in 2006 for $240 million.  After breaching covenant with
lenders, the Debtors in March 2008 sought Chapter 11 protection,
jointly administered under Louisiana Gaming Partnership (Case No.
08-10824).  The Debtors emerged from bankruptcy in September 2009
and retained ownership and operation of two "DiamondJacks" hotels
and casinos in Bossier City and Vicksburg.  The Plan restructured
$162.1 million owed to the first lien lenders and $75 million owed
to secured lien lenders, which would be paid in full, with
interest, over time.

The Debtors' properties comprise 60,000 square feet of gaming
space with 1,913 slot machines, 48 table games and 693 hotel
rooms.  Revenues in fiscal 2011 were $99.8 million in Louisiana
and $39.7 million in Mississippi.

As of July 31, 2012, first lien lenders are owed $181.2 million
and second lien lenders are owed $114.7 million.  Louisiana
Riverboat Gaming Partnership disclosed $104,846,159 in assets and
$298,298,911 in liabilities as of the Chapter 11 filing.

Attorneys at Heller, Draper, Hayden Patrick & Horn serve as
counsel to the Debtors.  Sea Port Group Securities, LLC is the
financial advisor.  Kurtzman Carson Consultants LLC as is the
claims and notice agent.  The Debtors have tapped Jenner & Block
LLP as special counsel.

The casinos were to have been sold to an affiliate of the
Chickasaw Nation for $125 million until the buyer pulled out.
They are now in litigation.


LEGENDS GAMING: Has Authority to Pay $779,000 in Employee Bonuses
-----------------------------------------------------------------
Judge Stephen V. Callaway of the U.S. Bankruptcy Court for the
Western District of Louisiana, Shreveport Division, authorized
Legends Gaming, LLC, to implement an employee retention and
incentive plan that is estimated to total up to $779,000.

The plan provides for the following:

   (i) a lump sum payment, payable in October 2013, of 3% of each
       qualifying employee's annual salary;

  (ii) for an employee to qualify for the payment, the following
       conditions must be met:

       (a) the employee must have been employed as of Jan. 1,
           2013;

       (b) the employee must be continuously employed by the
           Debtors through Sept. 30, 2013;

       (c) the employee must receive a "Good" or "Meets
           Requirements" on his or her most recent performance
           review;

       (d) the employee must not be subject to any written
           counseling in the six months prior to the date the
           bonus is paid; and

       (e) the employee must be employed full-time.

The total cost of the proposed bonuses for employees who do not
have executive titles is estimated to total up to $420,000 for the
DiamondJacks Casino in Bossier City, Louisiana, and $268,000 for
the DiamondJacks Casino in Vicksburg, Mississippi. The Debtors
propose to include all full-time, salaried and hourly employees
who do not have executive titles in the Plan.

The total cost of the proposed bonus for 38 employees with
executive titles is estimated to total up to $91,000 and bonuses
are based on the same criteria as are the proposed bonuses for
non- executives.  These employees will receive the same 3% bonus
as the employees who do not have executive titles.  No bonus to
any employee with an executive title is expected to exceed $6,600.
Though the 38 employees have executive titles, they are not
"insiders" of the Debtors, as defined under Section 101(31) of the
Bankruptcy Code.  In fact, no insiders of the Debtors will receive
any bonus under the proposed Plan, the Debtors assure the Court.

The bonus payments will allow the Debtors to keep their existing
employees from quitting.  The Debtors related that they are afraid
their employees would jump ship to a competing casino that is to
open soon in Bossier City, Louisiana.

                      About Legends Gaming

Legends Gaming LLC, owns gaming facilities located in Bossier
City, Louisiana, and Vicksburg, Mississippi, operating under the
DiamondJack's trade name.

Legends Gaming LLC, and five related entities, including Louisiana
Riverboat Gaming Partnership, filed Chapter 11 petitions (Bankr.
W.D. La. Case No. 12-12013) in Shreveport, Indiana, on July 31,
2012, to sell the business for $125 million to Global Gaming
Solutions LLC, absent higher and better offers.

Legends Gaming acquired the business from Isle of Capri Casinos
Inc., in 2006 for $240 million.  After breaching covenant with
lenders, the Debtors in March 2008 sought Chapter 11 protection,
jointly administered under Louisiana Gaming Partnership (Case No.
08-10824).  The Debtors emerged from bankruptcy in September 2009
and retained ownership and operation of two "DiamondJacks" hotels
and casinos in Bossier City and Vicksburg.  The Plan restructured
$162.1 million owed to the first lien lenders and $75 million owed
to secured lien lenders, which would be paid in full, with
interest, over time.

The Debtors' properties comprise 60,000 square feet of gaming
space with 1,913 slot machines, 48 table games and 693 hotel
rooms.  Revenues in fiscal 2011 were $99.8 million in Louisiana
and $39.7 million in Mississippi.

As of July 31, 2012, first lien lenders are owed $181.2 million
and second lien lenders are owed $114.7 million.  Louisiana
Riverboat Gaming Partnership disclosed $104,846,159 in assets and
$298,298,911 in liabilities as of the Chapter 11 filing.

Attorneys at Heller, Draper, Hayden Patrick & Horn serve as
counsel to the Debtors.  Sea Port Group Securities, LLC is the
financial advisor.  Kurtzman Carson Consultants LLC as is the
claims and notice agent.  The Debtors have tapped Jenner & Block
LLP as special counsel.

The casinos were to have been sold to an affiliate of the
Chickasaw Nation for $125 million until the buyer pulled out.
They are now in litigation.


LEHMAN BROTHERS: Sues Intel Alleging Breach of $1-Bil. Swap Deal
----------------------------------------------------------------
Karen Gullo, writing for Bloomberg News, reported that bankrupt
Lehman Brothers Holdings Inc. alleged in a lawsuit that Intel
Corp. (INTC), the world's largest semiconductor maker, breached a
$1 billion swap agreement.

According to the report, under a 2008 accord, Intel gave $1
billion to Lehman's over-the-counter derivatives unit in August of
that year in exchange for 50 million shares of its stock, to be
delivered on September 29, 2008, according to a complaint filed
yesterday in U.S. Bankruptcy Court in Manhattan.

Lehman posted $1 billion in cash collateral to Intel as part of
the deal, which specified that in the event of early termination,
Intel would be compensated for its losses, the Bloomberg report
said.

Intel ended the deal two weeks after Lehman filed for bankruptcy
protection on Sept. 15, 2008, and seized the $1 billion in cash
collateral and has refused to return it, even though its losses on
the swap were "far less then $1 billion," lawyers for Lehman said
in the complaint, the report related. Lehman seeks repayment, plus
interest.

"We are aware of the dispute," Chuck Mulloy, spokesman for Santa
Clara, California-based Intel, told Bloomberg by phone. "We are
evaluating the matter and have nothing more to say at this time."

The case is Lehman Brothers Holdings Inc. v. Intel Corp., 13-1340,
U.S. Bankruptcy Court, Southern District of New York (Manhattan).

                      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 Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy
petition disclosed 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.

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.

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.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch 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 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.

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.

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.


LEHMAN BROTHERS: Providing Test Case on Member-Fee Issue
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that reorganized Lehman Brothers Holdings Inc. is a test
case to decide whether bankruptcy courts have power to circumvent
a provision in the Bankruptcy Code by reimbursing creditors'
committee members for the costs of their personal counsel.

The report recounts that Lehman's Chapter 11 plan, approved by a
confirmation order in December 2011, contained a provision
reimbursing committee members for counsel fees paid to their
individual attorneys who assisted them in performing their
committee services.  The committee's own counsel were paid $193
million, according to the U.S. Trustee.

According to the report, the U.S. Trustee, as the Justice
Department's bankruptcy watchdog, objected to the plan provision
where committee members would be paid $26 million in reimbursement
of individual members' attorneys' fees.  The member-fee issue was
separated from plan approval and decided eventually by the
bankruptcy judge in February, in favor of payment.

The U.S. Trustee points to a provision in Section 503(b) of the
Bankruptcy Code, saying it was amended by Congress in 2005
specifically to prohibit payment of committee members' individual
counsel fees.  U.S. Bankruptcy Judge James M. Peck framed the
issue as whether a plan can "properly circumvent the apparent
restriction on administrative expense treatment for professional
compensation claims of this sort."  Judge Peck concluded that he
had power under Section 1129(a)(4) of the Bankruptcy Code to
approve the payment along with confirmation of the plan as a cost
incurred in connection with the case.

The U.S. Trustee appealed and filed her brief last week.  The
committee will file its papers by May 29.  The U.S. Trustee will
file a final brief on June 25.

Mr. Rochelle notes that the case is important for major and minor
bankruptcies in New York, and possibly also in Delaware, if not
countrywide.  He says that if the Lehman payments pass muster,
Chapter 11 plans in the future may contain provisions paying
committee members' personal attorneys.

The appeal is U.S. Trustee v. Elliott Management Corp. (In re
Lehman Brothers Holdings Inc.), 13-02211, U.S. District Court,
Southern District of New York (Manhattan).

                      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 Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy
petition disclosed 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.

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.

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.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch 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 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.

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.

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.


LIBERACE FOUNDATION: Can Hire Nedda Ghandi as Attorney
------------------------------------------------------
The U.S. Bankruptcy Court has approved Liberace Foundation for the
Creative and Performing Arts' amended application to employ Nedda
Ghandi, Esq., of Ghandi Law Offices as attorney under a general
retainer.

The firm attests it does not hold or represent an interest adverse
to the estate and is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.

The firm collected a $20,000 retainer, of which $15,000 has been
applied for work performed prepetition.  After deducting the
$1,046 filing fee, a balance of $3954 remains in the retainer
account.

The current rates changed by the firm's professionals rendering
services are:

   a. Not exceeding $300 per hour for attorneys;
   b. Not exceeding $175 per hour for law clerks;
   c. Not exceeding $125 per hour for paralegal.

                     About Liberace Foundation

Founded in 1976, the Liberace Foundation for the Creative and
Performing Arts -- http://www.liberace.org/-- helps students in
Southern Nevada pursue careers in the performing and creative arts
through scholarship assistance and artistic exposure.  The
foundation has awarded more than 2,700 students with scholarships.
It owns the Liberace Museum Collection at 1775 E. Tropicana, in
Las Vegas.  The Liberace Museum, which has exhibited the jewelry,
pianos, garish gowns and other artifacts owned by the great
pianist and showman, was opened in 1979.  The property is valued
at $13 million.  The secured creditor, U.S. Bank N.A., is owed
$1.269 million.

Liberace Foundation filed a Chapter 11 petition (Bankr. D. Nev.
Case No. 12-22004) in Las Vegas on Oct. 24, 2012, estimating
$10 million to $50 million in both assets and liabilities.

Bankruptcy Judge Mike K. Nakagawa presides over the case.  The
Ghandi Law Offices serves as the Debtor's counsel.  The petition
was signed by Anna Nateece, business manager.

No committee has been appointed or designated by the U.S. Trustee.


LIBERTY MEDICAL: Section 341(a) Meeting Scheduled for May 17
------------------------------------------------------------
A meeting of creditors in the bankruptcy case of Liberty Medical
and its affiliates will be held on May 17, 2013, at 1:00 p.m. at
J. Caleb Boggs Federal Building, Room 2112 , 844 King Street,
Wilmington, DE 19801.

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

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

                       About Liberty Medical

Entities that own diabetics supply provider Liberty Medical led by
ATLS Acquisition, LLC, sought Chapter 11 protection (Bankr. D.
Del. Lead Case No. 13-10262) on Feb. 15, 2013, just less than
three months after a management buy-out and amid a notice by the
lender who financed the transaction that it's exercising an option
to acquire the business.

Liberty has been in business for 22 years serving the needs of
both type 1 and type 2 diabetic patients.  Liberty is a mail order
provider of diabetes testing supplies. In addition to diabetes
testing supplies, the Debtors also sell insulin pumps and insulin
pump supplies, ostomy, catheter and CPAP supplies and operate a
large mail order pharmacy.  Liberty operates in seven different
locations and has 1,684 employees.

The Debtors have tapped Greenberg Traurig, LLP as counsel; Ernst &
Young LLP to provide investment banking advice; and Epiq
Bankruptcy Solutions, LLC, as claims and noticing agent for the
Clerk of the Bankruptcy Court.


MACROSOLVE INC: Reports $218,000 Net Income in First Quarter
------------------------------------------------------------
Macrosolve, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
of $218,149 on $666,098 of net revenues for the quarter ended
March 31, 2013, as compared with a net loss of $705,030 on
$699,232 of net revenues for the same period during the prior
year.

The Company's balance sheet at March 31, 2013, showed $1.91
million in total assets, $1.07 million in total liabilities and
$846,954 in total stockholders' equity.

"The strategic restructuring of the Company following the
divesture of Illume Mobile in 2012 is proving to be a sound one,"
stated CFO Kendall Carpenter.  "We continue to execute on our plan
for profitability, positive cash flow and debt reduction by
monetizing our intellectual property and expanding our business
and patent advisory services for small and medium-sized mobile app
ventures.  Our core management team has demonstrated their breadth
of experience, leading to impressive first quarter results."

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

                       http://is.gd/aR8hJq

                     About MacroSolve, Inc.

Tulsa, Okla.-based MacroSolve, Inc. (OTC BB: MCVE)
-- http://www.macrosolve.com/-- is a technology and services
company that develops mobile solutions for businesses and
government.  A mobile solution is typically the combination of
mobile handheld devices, wireless connectivity, and software that
streamlines business operations resulting in improved efficiencies
and cost savings.

Macrosolve incurred a net loss of $1.77 million in 2012, as
compared with a net loss of $2.53 million in 2011.


METROPCS COMMUNICATIONS: S&P Raises CCR to 'BB'; Outlook Stable
----------------------------------------------------------------
Standard & Poor's Ratings Services today raised its corporate
credit rating on MetroPCS Communications Inc. to 'BB' from 'B+',
and removed all ratings from CreditWatch, where they were placed
with positive implications on Oct. 3, 2012.  The rating outlook is
stable.  The entity was renamed T-Mobile US Inc. as a result of
the merger.

At the same time, S&P revised its recovery rating on subsidiary
MetroPCS Wireless Inc.'s senior unsecured debt to '3', indicating
S&P's expectation for meaningful (50%-70%) recovery for
debtholders in the event of a payment default, from '5' (10%-30%
recovery expectation).  S&P raised its issue-level rating on this
debt to 'BB' (at the same level as the corporate credit rating)
from 'B'.  This debt is now an obligation of T-Mobile USA Inc., a
subsidiary of T-Mobile US Inc.

In addition, S&P withdrew its 'BB' issue-level rating and '1'
recovery rating on MetroPCS Wireless' secured credit facilities,
which were repaid at close with proceeds of recent debt issuances.

S&P considers the combined company to have an "aggressive"
financial risk profile, including leverage of about 4.2x and
adjusted FFO to debt of no better than about 14% by the end of
2013, on a pro forma basis, including S&P's adjustments for
operating leases and financial commitments related to the sale
and leaseback of towers from Crown Castle International Corp.  S&P
do not expect these metrics to improve through at least 2014.  In
S&P's view, the merger of MetroPCS and T-Mobile USA creates an
entity with greater scale, an improved wireless spectrum position,
and potential for significant cost savings over time.  S&P
believes these factors are consistent with a "fair" business risk
profile.  S&P also believes the financial risk profile will remain
aggressive, based on its expectations, which include debt to
EBITDA (including S&P's adjustments) at about 4.1x through at
least 2014.

The combination of a fair business risk profile and an aggressive
financial risk profile results in a standalone credit profile of
'bb-' for the combined company, and S&P has imputed one notch of
support from the higher-rated 74% owner Deutsche Telekom AG
(BBB+/Stable/A-2), leading to the 'BB' corporate credit rating for
the merged entity.  The combined U.S. operations had about
42.5 million subscribers, $24.8 billion of revenues, and
$6.4 billion of EBITDA for 2012, which S&P considers to be good
scale but still well behind AT&T and Verizon and to a lesser
extent Sprint Nextel.  The combined company's subscriber base will
consist of about 50% contract customers, 34% no-contract customers
(including prepaid), and about 16% wholesale subscribers.  S&P
believes it will remain disadvantaged against the larger U.S.
carriers in competing for higher ARPU (average revenue per user)
data-intensive customers and will have comparatively higher churn.
Still, S&P assumes that after heightened capital expenditures and
accompanying free operating cash flow losses in 2013, the company
will generate free operating cash flow of nearly $550 million in
2014.


MF GLOBAL: Court Approves New Plan Provision to Create Trust
------------------------------------------------------------
U.S. Bankruptcy Judge Martin Glenn approved modifications to MF
Global Holdings Ltd.'s liquidation plan to provide for the
creation of a litigation trust.

The litigation trust will be created to pursue claims against
former officers of the company, and to transfer available cash to
a disbursing agent appointed by MF Global.

Louis Freeh, MF Global's trustee, earlier sued former chief
executive Jon Corzine and two top deputies over the company's
collapse.  The lawsuit seeks unspecified damages that could be
used to pay MF Global creditors.

Assets of the litigation trust include claims asserted in Mr.
Freeh's lawsuit and $2 million in cash.  The trust will continue
for a term of five years from the effective date of the plan.  A
copy of the revised plan is available without charge at
http://is.gd/5duxd8

MF Global's plan to liquidate its assets was approved by the
bankruptcy judge on April 5, which sets the stage for creditors to
start getting their money back.

Under the plan, unsecured creditors have a maximum projected
recovery of roughly 34% of claims.  Meanwhile, MF Global's finance
unit will be paid 34.4 cents on the dollar.

The liquidation plan is supported by the majority of creditors
that voted on the plan.  In all but two of the classes that voted,
100% accepted the plan.

In a related development, a group of commodities customers led by
Sapere Wealth Management LLC filed court papers in connection with
its appeal to review Judge Glenn's April 5 decision approving the
liquidation plan.

The group wants a higher court to review whether the judge erred
in approving the plan, which the group says, violated U.S.
bankruptcy law by failing to classify commodities customers as
priority claimants which are entitled to priority over MF Global's
general creditors.

                           Jon Corzine

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the approved Chapter 11 plan for MF Global Holdings
Ltd. was formally modified May 2, creating a creditors' trust to
prosecute the lawsuit initiated by trustee Louis Freeh against
former Chief Executive Officer Jon Corzine and two other senior
executives.

According to the report, Mr. Freeh filed the suit on April 22 in
U.S. Bankruptcy Court in Manhattan, contending that MF Global's
senior managers breached their fiduciary duties.  The MF Global
Holdings parent and the brokerage subsidiary went into separate
bankruptcies on discovery of a $1.6 billion shortfall in funds
that should have been segregated for customers.

The report notes that having the trust handle the suit against
Mr. Corzine gives creditors more indirect influence over the
prosecution of the claims.  Mr. Freeh successfully contended that
adding the trust to the confirmed plan was a non-material
modification not requiring another vote of creditors.

The complaint, the report discloses, says that Mr. Corzine, a
former governor and Democratic U.S. senator from New Jersey,
"dramatically changed the company's business plan without
addressing existing systemic weaknesses that ultimately caused the
plan to fail."  Mr. Freeh also says that "Corzine engaged in risky
trading strategies that strained the company's liquidity."  Other
defendants in the suit are former President Bradley Abelow and
former Chief Financial Officer Henri Steenkamp.

                          About MF Global

New York-based MF Global -- http://www.mfglobal.com/-- was one of
the world's leading brokers of commodities and listed derivatives.
MF Global provides access to more than 70 exchanges around the
world.  The firm also was one of 22 primary dealers authorized to
trade U.S. government securities with the Federal Reserve Bank of
New York.  MF Global's roots go back nearly 230 years to a sugar
brokerage on the banks of the Thames River in London.

On Oct. 31, 2011, MF Global Holdings Ltd. and MF Global Finance
USA Inc. filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y.
Case Nos. 11-15059 and 11-5058), after a planned sale to
Interactive Brokers Group collapsed.  As of Sept. 30, 2011, MF
Global had $41,046,594,000 in total assets and $39,683,915,000 in
total liabilities.

On Nov. 7, 2011, the United States Trustee appointed the statutory
creditors' committee in the Debtors' cases.  At the behest of the
Statutory Creditor's Committee, the Court directed the U.S.
Trustee to appoint a chapter 11 trustee.  On Nov. 28, 2011, the
Bankruptcy Court entered an order approving the appointment of
Louis J. Freeh, Esq., of Freeh Group International Solutions, LLC,
as Chapter 11 trustee.

On Dec. 19, 2011, MF Global Capital LLC, MF Global Market Services
LLC and MF Global FX Clear LLC filed voluntary Chapter 11
petitions (Bankr. S.D.N.Y. Case Nos. 11-15808, 11-15809 and
11-15810).  On Dec. 27, the Court entered an order installing Mr.
Freeh as Chapter 11 Trustee of the New Debtors.

On March 2, 2012, MF Global Holdings USA Inc. filed a voluntary
Chapter 11 petition (Bankr. S.D.N.Y. Case No. 12-10863), and Mr.
Freeh also was installed as its Chapter 11 Trustee.

Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel.  The Garden City Group, Inc., serves as
claims and noticing agent.  The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of MF
Global Finance USA Inc.

The Chapter 11 Trustee has tapped (i) Freeh Sporkin & Sullivan
LLP, as investigative counsel; (ii) FTI Consulting Inc., as
restructuring advisors; (iii) Morrison & Foerster LLP, as
bankruptcy counsel; and (iv) Pepper Hamilton as special counsel.

The Official Committee of Unsecured Creditors has retained
Capstone Advisory Group LLC as financial advisor, while lawyers at
Proskauer Rose LLP serve as counsel.

The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers.  James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act.  He is a partner at Hughes
Hubbard & Reed LLP in New York.

Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.

At a hearing on April 5, the Bankruptcy Court approved MF Global
Holdings' plan to liquidate its assets.  Bloomberg News reported
that the court-approved disclosure statement initially told
creditors with $1.134 billion in unsecured claims against the
parent holding company why they could expect a recovery of 13.4%
to 39.1% from the plan.  As a consequence of a settlement with
JPMorgan, supplemental materials informed unsecured creditors
their recovery was reduced to the range of 11.4% to 34.4%.  Bank
lenders will have the same recovery on their $1.174 billion claim
against the holding company.  As a consequence of the settlement,
the predicted recovery became 18% to 41.5% for holders of $1.19
billion in unsecured claims against the finance subsidiary,
one of the companies under the umbrella of the holding company
trustee.  Previously, the predicted recovery was 14.7% to 34% on
bank lenders' claims against the finance subsidiary.


MOUNTAIN CHINA: Delays Filing of Annual Financial Statements
------------------------------------------------------------
Mountain China Resorts (Holding) Limited on May 2 disclosed that
the filing of its annual financial statements, management's
discussion and analysis, and the related officer certifications
for the financial year ended December 31, 2012 has been delayed
beyond the filing deadline of April 30, 2013.  The Company's
auditors have advised that they will not be able to complete their
audit by the filing deadline as the auditors are still determining
the status of Company's default of the bank loan with China
Construction Bank.  Additionally, the Company is still awaiting
results from its recently engaged independent Chartered Business
Valuator as recommended by the Auditors.  The Company intends to
co-operate with the auditors to resolve any outstanding issues and
hopes to file the Annual Filings as soon as possible.

The Company intends to follow the provisions of the Alternative
Information Guidelines as set out in National Policy 12-203-Cease
Trade Orders for Continuous Disclosure Defaults, for as long as
MCR remains in default, including the issuance of further by-
weekly default status reports, each of which will be issued in the
form of a press release.  A general cease trade order may be
issued as a result of the Company's default status.

Headquartered in Beijing, Mountain China Resorts (MCG.V - News) is
a developer of four season destination ski resorts in China.


MPG OFFICE: Copies of Presentations with Employees
--------------------------------------------------
MPG Office Trust, Inc., made a preliminary communications before
the commencement of a tender offer for the issued and outstanding
shares of the 7.625% Series A Cumulative Redeemable Preferred
Stock of the Company by Brookfield DTLA Inc. ("Purchaser"), a
wholly-owned Delaware subsidiary of Brookfield Office Properties
Inc., pursuant to an Agreement and Plan of Merger, dated as of
April 24, 2013, by and among MPG, Brookfield DTLA Holdings L.P., a
Delaware limited partnership, Brookfield DTLA Fund Office Trust
Investor Inc., a Maryland corporation, Brookfield DTLA Fund Office
Trust Inc., Brookfield DTLA Fund Properties LLC, and MPG Office,
L.P.  In addition, Sub REIT, a company that has been established
in connection with the transaction, may file a registration
statement with the U.S. Securities and Exchange Commission
relating to preferred stock of Sub REIT that may be issued to
holders of Preferred Stock who do not tender into the tender
offer.

A copy of the transcript of a portion of a presentation made at an
internal meeting for US employees of Brookfield, held April 30,
2013, is available for free at http://is.gd/S76zPP

A copy of the presentation slides from a portion of a presentation
made at an internal meeting for US employees of Brookfield, held
April 30, 2013, a copy of which is available at:

                        http://is.gd/GlNuFy

                      About MPG Office Trust

MPG Office Trust, Inc., fka Maguire Properties Inc. --
http://www.mpgoffice.com/-- owns and operates Class A office
properties in the Los Angeles central business district and is
primarily focused on owning and operating high-quality office
properties in the Southern California market.  MPG Office Trust is
a full-service real estate company with substantial in-house
expertise and resources in property management, marketing,
leasing, acquisitions, development and financing.

For the year ended Dec. 31, 2012, the Company reported net income
of $396.11 million, as compared with net income of $98.22 million
on $234.96 million of total revenue during the prior year.  The
Company's balance sheet at Dec. 31, 2012, showed $1.46 billion
in total assets, $1.98 billion in total liabilities and a $518.32
million total deficit.

In its Form 10-K filing with the Securities and Exchange
Commission for the fiscal year ended Dec. 31, 2012, the Company
said it is working to address challenges to its liquidity
position, particularly debt maturities, leasing costs and capital
expenditures.  The Company said, "We do not currently have
committed sources of cash adequate to fund all of our potential
needs, including our 2013 debt maturities. If we are unable to
raise additional capital or sell assets, we may face challenges in
repaying, extending or refinancing our existing debt on favorable
terms or at all, and we may be forced to give back assets to the
relevant mortgage lenders. While we believe that access to future
sources of significant cash will be challenging, we believe that
we will have access to some of the liquidity sources identified
above and that those sources will be sufficient to meet our near-
term liquidity needs."

On March 11, 2013, the Company entered into an agreement to sell
US Bank Tower and the Westlawn off-site parking garage.  The
transaction is expected to close June 28, 2013, subject to
customary closing conditions.  The net proceeds from the
transaction are expected to be roughly $103 million, a portion of
which may potentially be used to make loan re-balancing payments
on the Company's upcoming 2013 debt maturities at KPMG Tower and
777 Tower.

Roughly $898 million of the company's debt matures in 2013.

"Our ability to access the capital markets to raise capital is
highly uncertain.  Our substantial indebtedness may prevent us
from being able to raise debt financing on acceptable terms or at
all.  We believe we are unlikely to be able to raise equity
capital in the capital markets," the Company said.

"Future sources of significant cash are essential to our liquidity
and financial position, and if we are unable to generate adequate
cash from these sources we will have liquidity-related problems
and will be exposed to material risks. In addition, our inability
to secure adequate sources of liquidity could lead to our eventual
insolvency."


NAVISTAR INTERNATIONAL: To Present at 2013 Wells Fargo Conference
-----------------------------------------------------------------
Navistar International Corporation said that A.J. Cederoth,
executive vice president and chief financial officer, will discuss
business matters related the Company during the Wells Fargo
Securities 2013 Industrial and Construction Conference in New York
on Thursday, May 9th, which is scheduled to start at 8:35 am
Eastern.

Live audio webcasts will be available for the presentation at
http://ir.navistar.com/events.cfm. Investors are advised to log
on to the Web site at least 15 minutes prior to the presentation
to allow sufficient time for downloading any necessary software.
The web cast will be available for replay at the same address
approximately three hours following its conclusion, and will
remain available for a period of 12 months or earlier, if the
information is superseded or replaced by more current information.

                    About Navistar International

Navistar International Corporation (NYSE: NAV) --
http://www.Navistar.com/-- is a holding company whose
subsidiaries and affiliates subsidiaries produce International(R)
brand commercial and military trucks, MaxxForce(R) brand diesel
engines, IC Bus(TM) brand school and commercial buses, Monaco RV
brands of recreational vehicles, and Workhorse(R) brand chassis
for motor homes and step vans.  It also is a private-label
designer and manufacturer of diesel engines for the pickup truck,
van and SUV markets.  The Company also provides truck and diesel
engine parts and service.  Another affiliate offers financing
services.

Navistar incurred a net loss attributable to the Company of $3.01
billion for the year ended Oct. 31, 2012, compared with net income
attributable to the Company of $1.72 billion during the prior
year.  The Company's balance sheet at Oct. 31, 2012, showed $9.10
billion in total assets, $12.36 billion in total liabilities and a
$3.26 billion total stockholders' deficit.

                          *     *     *

In the Aug. 3, 2012, edition of the TCR, Moody's Investors Service
lowered Navistar International Corporation's Corporate Family
Rating (CFR), Probability of Default Rating (PDR), and senior note
rating to B2 from B1.  The downgrade of Navistar's ratings
reflects the significant challenges the company will face during
the next eighteen months in re-establishing the profitability and
competitiveness of its US and Canadian truck operations in light
of the failure to achieve EPA certification of its EGR emissions
technology, the significant reductions in military revenues and
substantially higher engine warranty reserves.

As reported by the TCR on June 13, 2012, Standard & Poor's Ratings
Services lowered its ratings on Navistar International Corp.,
including the corporate credit rating to 'B+', from 'BB-'.  "The
downgrade and CreditWatch placement reflect the company's
operational and financial setbacks in recent months," said
Standard & Poor's credit analyst Sol Samson.

As reported by the TCR on Jan. 24, 2013, Fitch Ratings has
affirmed the Issuer Default Ratings (IDR) for Navistar
International Corporation and Navistar Financial Corporation at
'CCC' and removed the Negative Outlook on the ratings.  The
removal reflects Fitch's view that immediate concerns about
liquidity have lessened, although liquidity remains an important
rating consideration as NAV implements its selective catalytic
reduction (SCR) engine strategy. Other rating concerns are already
incorporated in the 'CCC' rating.


NEOMEDIA TECHNOLOGIES: StarkSchenkein Replaces K&C as Accountants
-----------------------------------------------------------------
The Audit Committee of the Board of Directors of NeoMedia
Technologies, Inc., approved the dismissal of Kingery & Crouse,
P.A., as the Company's independent registered public accounting
firm.

The reports of K&C on the Company's consolidated financial
statements for the fiscal years ended Dec. 31, 2012, and 2011 did
not contain any adverse opinion or disclaimer of opinion, and were
not qualified or modified as to uncertainty, audit scope or
accounting principles, and included explanatory paragraphs.

During the Company's fiscal years ended Dec. 31, 2012, and 2011,
and through April 25, 2013, the date of K&C's dismissal, (i) there
were no disagreements (as that term is defined in Item
304(a)(1)(iv) of Regulation S-K and the related instructions)
between the Company and K&C on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope or
procedure, which, if not resolved to the satisfaction of K&C would
have caused K&C to make reference to the subject matter of the
disagreement in connection with its reports on the Company's
consolidated financial statements for those years, and (ii) there
were no "reportable events" (as that term is defined in Item
304(a)(1)(v) of Regulation S-K).

On April 25, 2013, the Audit Committee approved the appointment of
StarkSchenkein, LLP, as the Company's independent registered
public accounting firm to perform independent audit services
beginning with the fiscal year ending Dec. 31, 2013.  During the
Company's fiscal years ended Dec. 31, 2012, and 2011 and through
April 25, 2013, neither the Company, nor anyone on its behalf,
consulted Stark regarding the application of accounting principles
related to a specified transaction, either completed or proposed,
or the type of audit opinion that might be rendered on the
Company's financial statements or as to any disagreement or
reportable event as described in Item 304(a)(1)(iv) and Item
304(a)(1)(v), respectively, of Regulation S-K under the Securities
Act of 1933, as amended.

Since the Company moved its headquarters to Boulder, Colorado, in
January 2012, it was deemed by the Company's Audit Committee and
Board of Directors that it would be more appropriate to utilize a
firm located in the Company's local geographic area.

                         Delays Q1 Form 10-Q

The Company is unable to file its quarterly report on Form 10-Q
without unreasonable effort or expense within the prescribed time
period because the Company appointed a new independent auditor due
to its relocation to Boulder, Colorado and, as a result of that
change, will not have completed the audit of the Company's
financial statements for the quarter ended March 31, 2013.  The
Company requests an extension and expects to file the Quarterly
Report on Form 10-Q for the period ended March 31, 2013, within
the applicable extension period provided by this form.

                     About NeoMedia Technologies

Atlanta, Ga.-based NeoMedia Technologies provides mobile barcode
scanning solutions.  The Company's technology allows mobile
devices with cameras to read 1D and 2D barcodes and provide "one
click" access to mobile content.

The Company reported a net loss of $849,000 in 2011, compared with
net income of $35.09 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$7.72 million in total assets, $83.09 million in total
liabilities, all current, $4.84 million in series C convertible
preferred stock, $348,000 of series D convertible preferred stock,
and a $80.55 million total shareholders' deficit.

After auditing the 2011 results, Kingery & Crouse, P.A, in Tampa,
FL, expressed substantial doubt about the Company's ability to
continue as a going concern.  The independent auditors noted that
the Company has suffered recurring losses from operations and has
ongoing requirements for additional capital investment.


NEWLAND INTERNATIONAL: Case Summary & Creditors List
----------------------------------------------------
Debtor: Newland International Properties, Corp.
        aka Trump Ocean Club
        Calle 53 Obarrio, Plaza 53
        Panama City, Republic of Panama

Bankruptcy Case No.: 13-11396

Chapter 11 Petition Date: April 30, 2013

Court: U.S. Bankruptcy Court
       Southern District of New York (Manhattan)

Judge: Martin Glenn

Debtor's Counsel: David Michael Feldman, Esq.
                  GIBSON, DUNN & CRUTCHER, LLP
                  200 Park Avenue, 50th Floor
                  New York, NY 10166
                  Tel: (212) 351-2366
                  Fax: (212) 351-6366
                  E-mail: dfeldman@gibsondunn.com

Debtor's
Balloting and
Tabulation Agent: EPIQ BANKRUPTCY SOLUTIONS, LLC

Debtor's
Panamanian
Counsel:          ADAMES, DURAN, ALFARO & LOPEZ

Debtor's
Financial
Advisor:          GAPSTONE, LLC

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

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

The petition was signed by Carlos A. Saravia, chief operating
officer.

Debtor's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Trump Marks Panama, LLC            Commissions and     $15,300,000
725 Fifth Avenue, 26th Floor       Expense
New York, NY 10022                 Reimbursements

Global Realty Investments, S.A.    Bulk Purchase        $7,572,447
Torre Global, Suite 3501           Option Fee
Calley 50 y Calle 58 Este
Panama City, Panama

Opcorp Aresa International, Inc.   Trade Debt           $4,787,742
Calle Punta Colon Punta Pacifica
Panama City, Panama

Kassir Development                 Commissions          $2,022,274
61 Obarrio
Panama City, Panama

Marvin Traub Associates            Commissions          $1,250,000
410 Park Avenue, Suite 910
New York, NY 10022

Komco International Corp.          Commissions            $612,760
Av. Calle 82 No. 10-33 Piso 10
Bogota, Colombia

P.H. TOC                           Pass-through Charge    $350,291
Calle Punta Colon Punta Pacifica
Panama City, Panama

P.B. (Unit Buyer 3416)             Purchase Deposit       $278,711

P.B. (Unit Buyer 1906)             Purchase Deposit       $259,900

G.T. (Unit Buyer 5202)             Purchase Deposit       $255,000

C.J. (Unit Buyer 313, 602)         Purchase Deposit       $247,401

Z.E. (Unit Buyer 5108)             Purchase Deposit       $236,085

F.M. (Unit Buyer 4807)             Purchase Deposit       $220,229

K.C. (Unit Buyer 4906)             Purchase Deposit       $214,207

P.G. (Unit Buyer S-06)             Purchase Deposit       $206,199

T.I. (Unit Buyer 4201)             Purchase Deposit       $203,118

A.B. (Unit Buyer Of. 806, Of. 807, Purchase Deposit       $189,000
Of. 808)

A.F. (Unit Buyer 4204)             Purchase Deposit       $152,070

N.S. (Unit Buyer 4407)             Purchase Deposit       $137,528

F.C. (Unit Buyer 5007)             Purchase Deposit       $133,900


NEWLEAD HOLDINGS: Delays Annual Report for 2012
-----------------------------------------------
NewLead Holdings Ltd. has been unable to complete its annual
report on Form 20-F for the fiscal year ended Dec. 31, 2012, on a
timely basis, without unreasonable effort or expense, due to the
complexity of the Company's recent entry into the commodities
business, principally coal and nickel.  The Company recently
entered into the commodities business outside of the shipping
industry through: (i) supply and purchase agreements of coal; (ii)
agreements to acquire title and mineral excavation rights to land
in Kentucky, USA and to acquire ownership and leasehold interests
in Tennessee, USA containing coal and natural gas and other
natural resources and (iii) receipt of a capital contribution of
nickel wire in exchange for common shares of the Company.  The
Company intends to incorporate the Securities and Exchange
Commission's disclosure requirements relating to filers who are
engaged or to be engaged in significant mining operations. The
Registrant intends to file its annual report on Form 20-F no later
than the 15th calendar day following the prescribed due date.

The Company expects that net loss for the year ended Dec. 31,
2012, will be at least 40% higher than net loss for the same
period in 2011, primarily due to the results of the Company's
restructuring transactions and shares issued in connection with
the settlement of outstanding liabilities.  These results were
partially offset by the impairment losses related to vessels and
goodwill that were recognized during the year ended Dec. 31, 2011.
The expected net loss is subject to change as the Company is still
in process of completing the annual financial statements.

                      About NewLead Holdings

NewLead Holdings Ltd. -- http://www.newleadholdings.com-- is an
international, vertically integrated shipping company that owns
and manages product tankers and dry bulk vessels.  NewLead
currently controls 22 vessels, including six double-hull product
tankers and 16 dry bulk vessels of which two are newbuildings. N
ewLead's common shares are traded under the symbol "NEWL" on the
NASDAQ Global Select Market.

PricewaterhouseCoopers S.A. in Athens, Greece, said in a May 15,
2012, audit report NewLead Holdings Ltd. has incurred a net loss,
has negative cash flows from operations, negative working
capital, an accumulated deficit and has defaulted under its
credit facility agreements resulting in all of its debt being
reclassified to current liabilities.  These raise substantial
doubt about its ability to continue as a going concern, PwC said.

Newlead Holdings's balance sheet balance sheet at June 30, 2012,
showed US$111.28 million in total assets, US$299.37 million in
total liabilities and a US$188.08 million total shareholders'
deficit.


NEW YORK SATELLITE INDUSTRIES: Owner Lied to Bankruptcy Court
-------------------------------------------------------------
In the case, UNITED STATES OF AMERICA v. NADER MODANLO Defendant,
No. 10-0295 PJM (D. Md.), a multi-count criminal prosecution, the
Government charged Nader Modanlo with one count of obstructing an
official proceeding, alleging that Mr. Modanlo lied to the
Maryland Bankruptcy Court about his relationship with a Swiss
company, "Prospect Telecom AG."  Mr. Modanlo claims that since the
Bankruptcy Court has already rejected all allegations relevant to
that relationship, the Government is collaterally estopped from
relitigating the criminal bankruptcy obstruction charge now.

Maryland District Judge Peter J. Messitte disagrees, and denies
Mr. Modanlo's Motion to Dismiss Count 11 as Barred by Collateral
Estoppel.  Judge Messitte's May 1, 2013 Memorandum Opinion,
available at http://is.gd/5PRNoUfrom Leagle.com, elaborates upon
the Court's earlier oral denial of the Motion.

The range of charges against Mr. Modanlo are that (1) he violated
the United States trade embargo on Iran, (2) laundered money, and
(3) obstructed an official proceeding (the bankruptcy obstruction
charge).  The bankruptcy proceedings in question were Mr.
Modanlo's own bankruptcy as well as that of his wholly owned
company, New York Satellite Industries LLC.

According to the Government, Mr. Modanlo brokered an illegal deal
between representatives of the Iranian Government and POLYOT, a
Russian state-owned aerospace enterprise company, for the design,
construction, and launch of a small, low-earth orbiting satellite
and its accompanying ground station. In exchange for brokering the
deal, says the Government, Mr. Modanlo was paid $10,000,000.
Further, Mr. Modanlo and his co-conspirators are said to have
concealed the Iranian Government's involvement in the deal by
forming a Swiss front company known as "Prospect Telecom AG,"
through which the $10,000,000 was wired to NYSI's bank account in
Bowie, Maryland.  Although the $10,000,000 was dressed as a
legitimate business loan from Prospect Telecom to NYSI, the
Government maintains that it was actually a payment for Mr.
Modanlo's services in brokering the Russia-Iran satellite deal.
With respect to the bankruptcy obstruction charge, the
Government's core allegation is that Mr. Modanlo lied to the
Bankruptcy Court about the extent and nature of his relationship
with Prospect Telecom and its beneficial owners.

When Mr. Modanlo ostensibly defaulted on the $10,000,000 loan,
Prospect Telecom filed a replevin action against him in the
District Court of Maryland in Montgomery County seeking to
retrieve the collateral Modanlo had posted for the loan, namely
shares in another wholly-owned Modanlo company, Final Analysis
Communication Services, Inc.  Mr. Modanlo failed to defend against
the replevin action, which led the state court to enter an order
requiring him to deliver the FACS shares to Prospect Telecom. At
the time, FACS appeared to have significant value because it had
received a substantial jury verdict against General Dynamics
Corporation in this federal district court.

Mr. Modanlo filed his personal Chapter 11 bankruptcy in July 2005.
Questions arose during the bankruptcy proceeding regarding Mr.
Modanlo's transfer of the FACS shares to Prospect Telecom and
whether it amounted to an illegal transfer to a creditor outside
the bankruptcy proceeding.  Accordingly, Bankruptcy Judge Nancy
Alquist appointed Christopher Mead, Esq., an attorney in private
practice, to serve as the Chapter 11 Trustee.  Mr. Mead, a former
federal prosecutor, eventually filed a petition as Trustee to
place NYSI into Chapter 11 bankruptcy.

Nader Modanlo sought Chapter 11 protection from his creditors
(Bankr. D. Md. Case No. 05-26549) prior to BAPCAP's enactment on
Oct. 15, 2005.  New York Satellite Industries LLC sought Chapter
11 protection from its creditors (Bankr. Case No. 06-10158) after
BAPCPA's enactment.  After a chapter 11 trustee was appointed in
both cases, Mr. Modanlo moved to dismiss both cases.  Judge Nancy
Alquist has removed the Chapter 11 Trustee but has declined to
dismiss the cases.

The Debtors are represented by Christopher B. Mead, Esq., at
London & Mead in Washington, D.C., and Richard Marc Goldberg,
Esq., in Baltimore, Md.


NKL ENTERPRISES: District Judge Won't Undo Foreclosure Sale
-----------------------------------------------------------
District Judge Arthur D. Spatt tossed out NKL Enterprises LLC's
appeal of an order entered by the Bankruptcy Court for the Eastern
District of New York, dated Aug. 28, 2012, which granted the
motion of Oyster Bay Management Co., LLC, seeking relief from the
automatic stay, nunc pro tunc.  Judge Spatt said the appeal is
moot because of two interrelated reasons -- first, because NKL did
not seek a stay of foreclosure pending the appeal, and second,
because the District Court cannot fashion an effective relief.

NKL sought Chapter 11 protection last year to stave off
foreclosure of its sole asset -- its purported ownership of a
certain piece of real property, located at 53-55 Main Street, Cold
Spring Harbor, New York.  NKL had acquired ownership from Clear
Blue Water LLC by a deed in lieu of foreclosure.

The bankruptcy petition was filed less than an hour before a
scheduled foreclosure sale on the Cold Spring Harbor Property.

According to OBM, NKL's bankruptcy petition was filed solely to
improperly delay the foreclosure sale of the Cold Spring Harbor
Property.  OBM explains that the day before the bankruptcy filing,
July 24, 2012, NKL had appeared in New York Supreme Court, Suffolk
County, seeking an Order to Show Cause to delay the foreclosure
sale on the ground that its interests as the second mortgagee on
the Cold Spring Harbor Property would be adversely affected if the
foreclosure sale were permitted to be consummated. This
application was denied. Furthermore, OBM contends that NKL appears
to have been formed solely to work with Clear Blue to further
delay the foreclosure of the Cold Spring Harbor Property.

On behalf of NKL, Steven R. Hafner appeared at the foreclosure
sale that occurred later that day, and provided notice to OBM's
representative of NKL's bankruptcy. According to NKL, Mr. Hafner
also notified OBM of NKL's interest in the real property. However,
according to OBM, the person who appeared at the foreclosure sale
did not present any evidence that the Cold Spring Harbor Property
was owned by NKL. Thus, the referee for the foreclosure went
forward and conducted the auction. OBM made the sole bid --
$1 million -- and was declared the winning bidder.

On July 31, 2012, OBM filed a motion with the Bankruptcy Court
seeking to vacate the automatic stay, nunc pro tunc, to the
Petition Date. If granted, this would permit OBM to complete the
foreclosure sale of the Cold Spring Harbor Property without the
minimum 45 day delay that would have been required if OBM were
forced to renotice the foreclosure sale.

On August 14, 2012, the Bankruptcy Court held a hearing on OBM's
motion. NKL's principals were unable to retain an attorney by this
date, and therefore they appeared before the Bankruptcy Court pro
se. At the August 14, 2012 hearing, Bankruptcy Judge Dorothy
Eisenberg heard from both NKL's principals and OBM's counsel.
Judge Eisenberg observed during the course of this proceeding that
NKL had improperly filed the bankruptcy petition pro se by its
principals without an attorney, and that the case could be
dismissed on that ground alone. She also took note of the fact
that NKL had failed to file any opposition to OBM's motion. The
Bankruptcy Court then explored NKL's motivations for filing the
bankruptcy petition, concluding that the case was likely filed in
bad faith for reasons of delaying the scheduled foreclosure. She
then granted OBM's motion and directed OBM to submit a proposed
order to that effect.

On August 22, 2012, NKL filed an objection to the proposed order,
again doing so pro se. Although it was untimely, the Bankruptcy
Court scheduled a hearing on NKL's objection.

On August 28, 2012, a second hearing was held by the Bankruptcy
Court. At that time, Lawrence F. Morrison, Esq. appeared on NKL's
behalf as its counsel.  Mr. Morrison argued before Judge Eisenberg
that the relief from the stay should not have been granted on a
nunc pro tunc basis. He pointed out that the Bankruptcy Court
indicated at the first hearing that NKL would have an opportunity
to bid on the foreclosure, but that this was actually inaccurate
because the sale had occurred on the day of the bankruptcy filing.
He explained that he did not have any further information with
regard to NKL's alleged bad faith, as he had only been very
recently retained. Finally, Morrison had no objection to the
bankruptcy case being dismissed in its entirety. Judge Eisenberg
observed during the second hearing that NKL had failed to comply
with many Chapter 11 requirements, such as filing schedules, and
that this was a further indication that the case was brought in
bad faith. She ultimately concluded that there was no evidence
presented that would provide a basis to support any action other
than to enter an order granting relief from the stay, nunc pro
tunc. Therefore, the Bankruptcy Court overruled NKL's objection
and signed the order providing that the automatic stay was
vacated, nunc pro tunc, to the date and time the petition in the
bankruptcy case was filed, so as to allow OBM to pursue its
rights, under applicable non-bankruptcy law, with respect to the
Cold Spring Property.

On September 11, 2012, the United States Trustee filed a motion to
dismiss the Chapter 11 case, or convert the case to Chapter 7, on
the grounds that NKL had failed to file schedules or a statement
of financial affairs, or to obtain court approval of its retention
of an attorney, or submit operating reports, or submit to an
examination pursuant to Bankruptcy Code Sec. 341(a). On October
16, 2012, the Bankruptcy Court held a hearing on the Trustee's
motion, which NKL did not oppose. Thereafter, on October 18, 2012,
the United States Trustee submitted a proposed order dismissing
the bankruptcy case with prejudice. NKL did not file an opposition
or otherwise appear to oppose this dismissal. On November 9, 2012,
the dismissal order was entered by the Bankruptcy Court, so that
NKL's Chapter 11 case was dismissed with prejudice. NKL did not
appeal from the order.

The case is, NKL ENTERPRISES, LLC, Appellant, v. OYSTER BAY
MANAGEMENT CO., LLC, Appellee, No. 12-CV-5091 (E.D.N.Y.).  A copy
of the Court's April 25 Memorandum of Decision and Order is
available at http://is.gd/JTgOjNfrom Leagle.com.

NKL Enterprises, LLC, filed a pro se Chapter 11 bankruptcy
petition (Bankr. E.D.N.Y. Case No. 12-74599) on July 25, 2012,
listing under $1 million in both assets and debts.  A copy of the
petition is available at http://bankrupt.com/misc/nyeb12-74599.pdf
NKL later tapped Lawrence F. Morrison, Esq., Of Counsel The
Morrison Law Offices, PC, as attorneys.


NNN CYPRESSWOOD: Plan Outline Hearing Continued to May 22
---------------------------------------------------------
The hearing to consider the Disclosure Statement filed by NNN
Cypresswood Drive 25, LLC, in support of the Debtor's plan or
reorganization has been continued to May 22, 2013, at 10:30 a.m.

As reported in the TCR on March 28, 2013, the Plan provides for
the "roll-up" of the tenant-in-common interests of 33 single
purpose limited liability companies, including the Debtor, in
improved real property located in Houston, Texas, into membership
interests in a single limited liability company.

A copy of the Disclosure Statement is available for free at:

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

Under the Plan, administrative expense claims will be paid in
full.  General unsecured claims of $8,306 will be paid 50% within
six months of the plan effective date and the other 50% within 12
months of the Effective Date.

The secured claim of WBCMT 2007-C33, LLC, will be paid through
monthly payments of interest and principal amortized over 10 years
and beginning on the 10th day of the month after the Effective
Date.  All payments will be made by the 10th business day of that
month.  Monthly payments will be in the amount of $43,575.  WBCMT
will retain its existing lien against the Debtor's four-story
office building and an adjacent one-story building zoned for
restaurant use.  The claim will balloon and be fully due and
payable 120 months from the Effective Date.

                    About NNN Cypresswood Drive

NNN Cypresswood Drive 25, LLC, filed a Chapter 11 petition (Bankr.
N.D. Ill. Case No. 12-50952) on Dec. 31, 2012, in Chicago.  The
Debtor, a Single Asset Real Estate as defined in 11 U.S.C. Sec.
101(51B), has principal assets located at 9720 & 9730 Cypresswood
Drive, in Houston, Texas.  The Debtor valued its assets and
liabilities at less than $50 million.  In its schedules, the
Debtor disclosed assets of Unknown amount and $35,181,271 in
liabilities as of the Chapter 11 filing.

Attorneys at Arnstein & Lehr LLP, in Chicago, represent the Debtor
as counsel.  Mubeen M. Aliniazee and Highpoint Management
Solutions, LLC, serves as the Debtor's financial consultant.


NORTEL NETWORKS: Fight for $7-Bil. Slowed by Appeal, Lawyers Say
----------------------------------------------------------------
Steven Church, writing for Bloomberg News, reported that a court
fight over more than $7 billion raised for bondholders and other
creditors of Nortel Networks Corp. (NRTLQ) will be delayed unless
a judge finds that European units of the defunct telephone maker
filed a "frivolous" appeal, company lawyers said on May 2.

According to the Bloomberg report, the European units want to ask
a federal appeals court in Philadelphia to force all sides into
private, binding arbitration. The units, known as the EMEA
debtors, plan to appeal a decision by U.S. Bankruptcy Judge Kevin
Gross in Wilmington, Delaware, rejecting arbitration and
scheduling next year's court fight over how best to divide the
cash.

Once filed, the appeal may prevent parties from preparing for the
court fight until the appellate panel ruled, causing a delay,
James L. Bromley, Nortel's lead U.S. bankruptcy attorney, said in
court, Bloomberg cited.

"The EMEA debtors are taking their litigation cues from Dickens's
?Bleak House,'" Bromley said in an interview with Bloomberg after
the hearing. In the 19th-century book by Charles Dickens, a court
case lasts so long that all the money from an English estate is
eaten up by legal fees.

Bloomberg said Nortel's U.S. unit and its U.S. bondholders and
creditors want Gross to declare the appeal frivolous, a finding
that would allow preparations for next year's court fight to
start. Gross is also being asked by both sides to certify that the
appeal of his decision is important enough to merit quicker-than-
normal action by the U.S. Court of Appeals in Philadelphia.

Gross said he is confident his decision rejecting arbitration will
be upheld on appeal, Bloomberg related. He said he wanted to spend
the next few days deciding how he would rule and would try to
issue a decision next week.

                      About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation and
its various affiliated entities provided next-generation
technologies, for both service provider and enterprise networks,
support multimedia and business-critical applications.  Nortel did
business in more than 150 countries around the world.  Nortel
Networks Limited was the principal direct operating subsidiary of
Nortel Networks Corporation.

On Jan. 14, 2009, Nortel Networks Inc.'s ultimate corporate parent
Nortel Networks Corporation, NNI's direct corporate parent Nortel
Networks Limited and certain of their Canadian affiliates
commenced a proceeding with the Ontario Superior Court of Justice
under the Companies' Creditors Arrangement Act (Canada) seeking
relief from their creditors.  Ernst & Young was appointed to serve
as monitor and foreign representative of the Canadian Nortel
Group.  That same day, the Monitor sought recognition of the CCAA
Proceedings in U.S. Bankruptcy Court (Bankr. D. Del. Case No.
09-10164) under Chapter 15 of the U.S. Bankruptcy Code.

That same day, NNI and certain of its affiliated U.S. entities
filed voluntary petitions for relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 09-10138).

In addition, the High Court of England and Wales placed 19 of
NNI's European affiliates into administration under the control of
individuals from Ernst & Young LLP.  Other Nortel affiliates have
commenced and in the future may commence additional creditor
protection, insolvency and dissolution proceedings around the
world.

On May 28, 2009, at the request of administrators, the Commercial
Court of Versailles, France, ordered the commencement of secondary
proceedings in respect of Nortel Networks S.A.  On June 8, 2009,
Nortel Networks UK Limited filed petitions in U.S. Bankruptcy
Court for recognition of the English Proceedings as foreign main
proceedings under Chapter 15.

U.S. Bankruptcy Judge Kevin Gross presides over the Chapter 11 and
15 cases.  Mary Caloway, Esq., and Peter James Duhig, Esq., at
Buchanan Ingersoll & Rooney PC, in Wilmington, Delaware, serves as
Chapter 15 petitioner's counsel.

In the Chapter 11 case, James L. Bromley, Esq., at Cleary Gottlieb
Steen & Hamilton, LLP, in New York, serves as the U.S. Debtors'
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The United States Trustee appointed an Official Committee of
Unsecured Creditors in respect of the U.S. Debtors.  An ad hoc
group of bondholders also was organized.

Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
New York, and Christopher M. Samis, Esq., at Richards, Layton &
Finger, P.A., in Wilmington, Delaware, represent the Official
Committee of Unsecured Creditors.

An Official Committee of Retired Employees and the Official
Committee of Long-Term Disability Participants tapped Alvarez &
Marsal Healthcare Industry Group as financial advisor.  The
Retiree Committee is represented by McCarter & English LLP as
Delaware counsel, and Togut Segal & Segal serves as the Retiree
Committee.  The Committee retained Alvarez & Marsal Healthcare
Industry Group as financial advisor, and Kurtzman Carson
Consultants LLC as its communications agent.

Several entities, particularly, Nortel Government Solutions
Incorporated and Nortel Networks (CALA) Inc., have material
operations and are not part of the bankruptcy proceedings.

As of Sept. 30, 2008, Nortel Networks Corp. reported consolidated
assets of $11.6 billion and consolidated liabilities of $11.8
billion.  The Nortel Companies' U.S. businesses are primarily
conducted through Nortel Networks Inc., which is the parent of
majority of the U.S. Nortel Companies.  As of Sept. 30, 2008, NNI
had assets of about $9 billion and liabilities of $3.2 billion,
which do not include NNI's guarantee of some or all of the Nortel
Companies' about $4.2 billion of unsecured public debt.

Since the commencement of the various insolvency proceedings,
Nortel has sold its business units and other assets to various
purchasers.  Nortel has collected roughly $9 billion for
distribution to creditors.  Of the total, $4.5 billion came from
the sale of Nortel's patent portfolio to Rockstar Bidco, a
consortium consisting of Apple Inc., EMC Corporation,
Telefonaktiebolaget LM Ericsson, Microsoft Corp., Research In
Motion Limited, and Sony Corporation.  The consortium defeated a
$900 million stalking horse bid by Google Inc. at an auction.  The
deal closed in July 2011.

Nortel has filed a proposed plan of liquidation in the U.S.
Bankruptcy Court.  The Plan generally provides for full payment on
secured claims with other distributions going in accordance with
the priorities in bankruptcy law.


OLYMPIC HOLDINGS: Hearing on Plan Outline, Stay Motion May 22
-------------------------------------------------------------
The hearing to approve the Disclosure statement filed by Olympic
Holdings, LLC, for the Debtor's proposed Chapter 11 Plan of
Reorganization and J.P. Morgan Chase Bank, N.A.'s motion for
relief from stay has been continued to May 22, 2013, at 10:00 a.m.

As reported in the TCR on Jan. 18, 2013, Chase, which claims to be
owed $14,424,546 (including prepayment penalty of some $2,000,000)
holds a first priority deed of trust on the Debtor's Alameda
Property.  Daaus Funding, LLC, owed $624,000, holds a second
priority deed of trust on the Alameda Property.  The Daaus Funding
debt is also a debt of Golden Oak Partners, LLC, which is itself
in a Chapter 11 proceeding before the Court, Case No. 12-33650).
Chase has alleged in its Motion for Relief that the Alameda
Property is worth $13,500,000 which the Debtor believes is
significantly understated.

Pursuant to the Plan's terms, Chase's secured claim will be
amortized over a period of 30 years from the Effective Date, with
a balloon payment of all unpaid principal and all accrued but
unpaid interest on Dec. 31, 2018.  The monthly payments will be
$57,805 per month, starting on the first day of the first month
following the Effective Date.  The Debtor will continue paying the
monthly adequate protection payment to the Bank until the
Effective Date of the Plan.

The Debtor will pay Dauss the full amount of its Class 2 Claim
with 7% annual interest, amortized over 15 years, or $5,393 per
month, starting on the first day of the first month following the
Effective Date.

Holders of Class 5 Unsecured Claims will be paid in full over 24
months.  The monthly payments will be $1,666 and will begin on the
first day of the third month following the Effective Date,
estimated to be April 1, 2012.  The Debtor estimates that there
are approximately $40,000 of general unsecured debts other than
tenant deposits.

The Debtor will fund the Plan from the tenant income it receives
from the lease of its real property.

A copy of the Disclosure Statement is available for free at:

      http://bankrupt.com/misc/olympicholdings.doc57.pdf

As reported in the TCR on Sept. 10, 2012, Chase asks the
Bankruptcy Court for relief from the automatic stay to permit it
to pursue all of its remedies under its loan documents with
Olympic Holdings, LLC, and under applicable state law with respect
to the Debtor's property and to annul the automatic stay with
respect to JPMC's actions in connection with a state court action.

Douglas J. Tennant, Esq., at Frankel & Tennant P.C., representing
Chase, tells the Court that the Debtor's bankruptcy case was
filed in bad faith to delay, hinder and defraud Chase.  The Debtor
filed the bankruptcy case the day of Chase's scheduled hearing on
the appointment of a receiver on the Property.  The Debtor itself
admits that it filed the bankruptcy case for the purpose of
delaying and obstructing Chase's hearing for the appointment of a
receiver on the Property.

                      About Olympic Holdings

Beverly Hills, California-based Olympic Holdings, LLC, filed a
bare-bones Chapter 11 petition (Bankr. C.D. Cal. Case No. 12-
32707) on June 29, 2012, in Los Angeles.  The Debtor estimated
assets and liabilities at $10 million to $50 million.

Affiliates of the Debtor that filed separate Chapter 11 petitions
in the same Court are Wooton Group, LLC (Case No. 12-31323, filed
June 19, 2012) and Golden Oak Partners, LLC (Case No. 12-33650
filed July 9, 2012).

The Debtor is a California Limited Liability Company formed in
1996 which owns and manages real property.  This is a single asset
case.  The Debtor owns property comprised of three (3)
continguous, multi-tenant industrial/warehouse buildings located
at 4851 S. Alameda Street, in Los Angeles, California.

M. Jonathan Hayes, Esq., and the firm of Simon Resnik Hayes LLP
represent the Debtor as general bankruptcy counsel.


ON ASSIGNMENT: S&P Assigns 'BB-' Rating to $500MM Secured Debt
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Calabasas, Calif.-based On Assignment Inc. to positive from
stable.  At the same time, S&P affirmed all existing ratings on
the company, including the 'BB-' corporate credit rating

At the same time, S&P assigned the company's $500 million senior
secured credit facility our 'BB-' issue-level rating (at the same
level as the corporate credit rating on the company), with a
recovery rating of '3', indicating S&P's expectation for
meaningful (50% to 70%) recovery for lenders in the event of a
payment default.  The facility consists of a $100 million term
loan A due 2018, a $275 million term loan B due 2020, and a $125
million revolver due 2018.

The company will use the proceeds to refinance its existing credit
facility. The transaction will extend maturities and reduce cash
interest expense.

Pro forma debt was roughly $400 million as of March 31, 2013.

"The outlook revision reflects our expectation that the business
outlook will remain favorable, at least over the next couple of
years," said Standard & Poor's credit analyst Hal Diamond.  "That
should result in a continued reduction in debt leverage, despite
the company's active acquisition orientation."

The corporate credit rating on the company reflects S&P's
expectation that leverage will remain relatively high, despite
good near-term growth prospects, reflecting the company's growth
and acquisition agenda.

The May 2012 acquisition of IT staffing firm Apex Systems Inc. at
a 9x EBITDA multiple doubled the size of On Assignment and created
the second largest U.S. IT staffing firm, though On Assignment
remains a midsize niche company.  The purchase provided a good
strategic fit and broadened the range of IT services offered with
minimal overlap of the existing customer bases.  IT staffing
accounts for 75% of revenues and an even greater percentage of
EBITDA.  The company also operates in life sciences, physician,
and health care staffing sectors.  The customer base has a degree
of diversification, with the top 10 customers accounting for 19%
of revenues.  Nevertheless, On Assignment has significant exposure
to IT staffing industry fundamentals.  The company faces intense
competition from the IT divisions of well-capitalized, general
staffing firms, which are cross-selling IT personnel services to
their existing client base.  It also faces ongoing pricing
pressure from clients.


PATRIOT COAL: Amends 2012 Annual Report
---------------------------------------
Patriot Coal Corporation has amended its annual report on Form
10-K for the fiscal year ended Dec. 31, 2012, that was filed with
the Securities and Exchange Commission on Feb. 22, 2013, to
provide the information required by Part III of the Company's Form
10-K.  The Amendment also updates the information on the cover
page of the Form 10-K with respect to the Company's outstanding
common stock registered under Section 12(g) of the Securities
Exchange Act of 1934, as amended.  The Form 10-K continues to
speak as of the date of the Form 10-K.  The Amendment does not
reflect events occurring after the filing of the Form 10-K, nor
does it modify or update in any way the disclosures contained in
the Form 10-K.

                       About Patriot Coal

St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer
and marketer of coal in the eastern United States, with 13 active
mining complexes in Appalachia and the Illinois Basin.  The
Company ships to domestic and international electricity
generators, industrial users and metallurgical coal customers, and
controls roughly 1.9 billion tons of proven and probable coal
reserves.

Patriot Coal and nearly 100 affiliates filed voluntary Chapter 11
petitions in U.S. bankruptcy court in Manhattan (Bankr. S.D.N.Y.
Lead Case No. 12-12900) on July 9, 2012.  Patriot said it had
$3.57 billion of assets and $3.07 billion of debts, and has
arranged $802 million of financing to continue operations during
the reorganization.

Davis Polk & Wardwell LLP is serving as legal advisor, Blackstone
Advisory Partners LP is serving as financial advisor, and AP
Services, LLC is providing interim management services to Patriot
in connection with the reorganization.  Ted Stenger, a Managing
Director at AlixPartners LLP, the parent company of AP Services,
has been named Chief Restructuring Officer of Patriot, reporting
to the Chairman and CEO.  GCG, Inc. serves as claims and noticing
agent.

The U.S. Trustee appointed a seven-member creditors committee.
Kramer Levin Naftalis & Frankel LLP serves as its counsel.
Houlihan Lokey Capital, Inc., serves as its financial advisor and
investment banker.  Epiq Bankruptcy Solutions, LLC, serves as its
information agent.

On Nov. 27, 2012, the New York bankruptcy judge moved Patriot's
bankruptcy case to St. Louis.  The order formally sending the
reorganization to Missouri was signed December 19 by the
bankruptcy judge.  The New York Judge in a Jan. 23, 2013 order
denied motions to transfer the venue to the U.S. Bankruptcy Court
for the Southern District of West Virginia.


PLAYBOY ENTERPRISES: S&P Raises CCR to 'B-'; Outlook Stable
------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on U.S. media company Playboy Enterprises Inc. to 'B-' from
'CCC+' and removed the rating from CreditWatch, where it was
placed with developing implications on April 5, 2013.  The outlook
is stable.

At the same time, S&P assigned the company's new senior secured
credit facility a 'B' issue-level rating (one notch higher than
the 'B-' corporate credit rating), with a recovery rating of '2',
indicating S&P's expectation for substantial (70% to 90%) recovery
for lenders in the event of a payment default.  The facility
consists of a $185 million term loan due 2017 and a $10 million
revolver due 2016.

"The rating action reflects the removal of the minimum EBITDA
covenant, which we had expected the company to violate at the end
of the second quarter," said Standard & Poor's credit analyst Dan
Haines.

It also reflects S&P's expectation that the company will
demonstrate progress with revenue and EBITDA growth, generate
discretionary cash flow, and maintain adequate liquidity over the
next one to two years.

"In our view, Playboy has a "highly leveraged" financial risk
profile, which incorporates the company's weak credit measures and
aggressive financial policy.  We consider the company's business
risk profile "vulnerable" based on its exposure to declining
business segments that we believe will continue to restrain
growth, recent operating shortfalls, and uncertainty regarding the
long-term success of its transition to a content licensing model.
We view the company's management and governance as "weak" based on
the company's inability to date to meet operating goals, the
company's ownership by a private-equity sponsor that has
capitalized the company heavily with debt as it is undergoing
a major business transition, and the company's near breach of its
minimum EBITDA covenant twice over the past 12 months," S&P said.

Playboy is a media content company, marketing the Playboy brand
primarily through licensing.  Over the past two years, the company
recorded significant restructuring charges as it transitioned to a
brand management company.  In November 2011, it entered a
partnership with Manwin Group in which Manwin took over the
operation of most of Playboy's television and digital assets.
This segment had been hampered by the availability of free adult
content on the Internet.  The transaction shifted Playboy's focus
to its licensing segment, which aims to build a long-term, steady
stream of minimum guarantee payments from consumer licensing.
Since late 2011, the company has made further changes to its
licensing portfolio as it focuses on higher-quality operating
partners.  As a result, Playboy's licensing presence in the U.S.
is very limited.  S&P expects this segment to benefit from the
company's well-known brand, and in particular, S&P anticipates
higher growth internationally compared with domestically as the
brand has seen a spike in popularity abroad.  Conversely, print
operations have exhibited steadily declining results, which S&P
expects to continue, reflecting the adverse fundamentals of the
magazine sector.  The company's location-based entertainment
business has performed below S&P's expectations as clubs in Vegas
and Macau closed in 2012, and S&P sees limited visibility as to
intermediate-term prospects.


PICACHO HILLS UTILITY: Receiver Loses Bid to Dismiss Ch. 11 Case
----------------------------------------------------------------
Picacho Hills Utility Company, Inc. is a small water and sewer
utility serving about a thousand homes in a residential
development near Las Cruces, New Mexico.  The Debtor and its owner
ran afoul of two New Mexico regulatory agencies, the New Mexico
Public Regulation Commission and New Mexico Environment
Department, resulting in substantial penalties and the appointment
of a state court receiver. Shortly before a hearing on the
receiver's motions to sell the Debtor's assets and set aside two
questionable purported transfers, the Debtor filed for Chapter 11.

The state court receiver filed a Motion to Dismiss for Bad Faith
Filing; a Motion to Abstain Pursuant to 11 U.S.C. Sec. 305; and a
Motion to Excuse Compliance with Sec. 543(a).  PRC, NMED, Bank of
the Rio Grande, and Blanco Development, LLC joined in the Motions
and participated in the final hearing.  The Debtor opposed.

The Bankruptcy Court tried the contested matters on April 12, 15,
18, and 19, 2013.  In an April 26, 2013 Memorandum Opinion
available at http://is.gd/MsGdz1from Leagle.com, Bankruptcy Judge
David T. Thuma finds that the Receiver should be excused from
turnover and that the bankruptcy case should be suspended until
the Receiver has sold the Debtor's assets.  Because of the relief
granted to the Receiver, the Court finds that the case should not
be dismissed, so the Debtor can be allowed, post-sale, to
liquidate and distribute its estate.

                    About Picacho Hills Utility

Picacho Hills Utility Company, Inc., filed a Chapter 11 petition
(Bankr. D. N.M. Case No. 13-10742) on March 7, 2013.  The Debtor
is represented by William F. Davis & Associates, P.C.  The Debtor
estimated assets of at least $10 million and debts of at least
$1 million.

PHUC is a public utility as defined by the New Mexico Public
Utility Act, Sec. 62-3-3.G. and provides water and sewer service
to approximately one thousand residences in Dona Ana County, New
Mexico.  PHUC is 100% owned by Stephen C. Blanco, who is its
president.


PLAZA RESORT AT PALMAS: Judge Won't Reconsider Perimetro Ruling
---------------------------------------------------------------
District Judge Francisco A. Besosa rejected Perimetro Properties,
Inc.'s motion to reconsider the Court's Opinion and Order dated
March 5, 2013, which denied Perimetro's request for the Court to
withdraw its reference to the bankruptcy court of the lawsuit,
SCOTIABANK DE PUERTO RICO, Plaintiff, v. PERIMETRO PROPERTIES,
INC., Defendant, Civil No. 12-1457 (D. P.R.).  A copy of the
Court's April 25, 2013 Memorandum and Order is available at
http://is.gd/Jgc5byfrom Leagle.com.

A summary of Judge Besosa's March 5 ruling was reported by the
Troubled Company Reporter on March 12, 2013.

Scotiabank holds a first mortgage on the property of The Plaza
Resort at Palmas, Inc., which filed for bankruptcy protection on
Nov. 20, 2011, in the U.S. Bankruptcy Court for the District of
Puerto Rico.  At that time, the Debtor listed all of the timeshare
owners as secured creditors under Schedule D.  R-G Premier Bank of
Puerto Rico filed a proof of secured claim, which was subsequently
transferred to plaintiff Scotiabank.

The Debtor's principals own Perimetro.  Scotiabank filed its
adversary complaint seeking a declaratory judgment that Perimetro
"is not a secured creditor and may not benefit from the
subordination clause in [Mortgage] Deed No. 9."  The
"subordination clause" indicated that Scotiabank would be required
to honor the timeshare holders' personal and contractual rights to
enjoy the facilities, "provided that they acquired their timeshare
rights in the ordinary course" of business.

Perimetro subsequently asked the District Court to withdraw
reference of the adversary complaint from the bankruptcy court.

On review, Judge Besosa held that the issue in controversy is a
"core" bankruptcy issue.  Determination "of the validity, extent,
or priority of liens" is specifically one of the issues Congress
listed a "core" bankruptcy issue, the District Court cites.  The
district judge also holds that the core bankruptcy issue does not
carry a right to trial by jury.

Lastly, Judge Besosa said "uniformity in bankruptcy administration
weighs in favor of denying the withdrawal of the reference because
the bankruptcy court is much more familiar with the process of
determining lienholder priority."

The matter is referred back to the Bankruptcy Court for further
proceedings, Judge Besosa said.


PMI GROUP: Disclosure Statement Hearing Set on June 5
-----------------------------------------------------
The PMI Group, Inc., filed with the Bankruptcy Court a proposed
Plan of Reorganization and related disclosure statement on
April 30, 2013.

A hearing to consider approval of the Disclosure Statement is
scheduled for 10:00 a.m. (prevailing Eastern Time) on June 5,
2013, at Courtroom 1 of the United States Bankruptcy Court for the
District of Delaware, located at 824 N. Market Street, 6th Floor,
Wilmington, Delaware 19801.

The Plan provides that, generally, each holder of an allowed
secured claim will be paid in full in cash.  The Debtor did not
schedule any claims as secured claims, but notes that
approximately $129,000 in fixed amount has been asserted on an
aggregate basis in proofs of claim filed against it, all subject
to review and possible objection.

The Plan provides that each holder of an allowed general unsecured
claim, allowed senior notes claim or allowed subordinated note
claim will receive its pro rata share of creditor cash and new
common stock; provided, however, that receipt of Creditor Cash and
New Common Stock by the Holders of Allowed Subordinated Note
Claims will be redistributed for the benefit of Holders of Allowed
Senior Note Claims.

The Plan provides that each Holder of Equity Interests in the
Debtor will receive no distribution and, on the effective date of
the Plan, all existing Equity Interests in the Debtor will be
deemed cancelled, null and void and of no force and effect.

The Plan has the support of the Official Committee of Unsecured
Creditors appointed in the Chapter 11 case, although the trustee
for the Junior Subordinated Indenture, dated as of Feb. 4, 1997,
between the Debtor and The Bank of New York, abstained from voting
on whether to support the Plan.

The Plan does not contemplate an investment in the reorganized TPG
by a third-party investor as a part of the Plan.  It is possible
that TPG, in consultation with the Committee, may seek to pursue a
transaction with such a third-party investor in connection with
the Plan.  There can be no assurance that TPG will pursue such a
transaction or that any such transaction will be completed.

A copy of the Plan is available for free at:

                       http://is.gd/mexUpu

A copy of the Disclosure Statement is available for free at:

                        http://is.gd/mF24PU

                        About The PMI Group

The PMI Group, Inc., is an insurance holding company whose stock
had, until Oct. 21, 2011, been publicly-traded on the New York
Stock Exchange.  Through its principal regulated subsidiary, PMI
Mortgage Insurance Co., and its affiliated companies, the Debtor
provides residential mortgage insurance in the United States.

The PMI Group filed for Chapter 11 bankruptcy (Bankr. D. Del. Case
No. 11-13730) on Nov. 23, 2011.  In its schedules, the Debtor
disclosed $167,963,354 in assets and $770,362,195 in liabilities.
Stephen Smith signed the petition as chairman, chief executive
officer, president and chief operating officer.

The Debtor said in the filing that it does not have the financial
resources to pay the outstanding principal amount of the 4.50%
Convertible Senior Notes, 6.000% Senior Notes and the 6.625%
Senior Notes if those amounts were to become due and payable.

The Debtor is represented by James L. Patton, Esq., Pauline K.
Morgan, Esq., Kara Hammond Coyle, Esq., and Joseph M. Barry, Esq.,
at Young Conaway Stargatt & Taylor LLP.

The Official Committee of Unsecured Creditors appointed in the
case retained Morrison & Foerster LLP and Womble Carlyle Sandridge
& Rice, LLP, as bankruptcy co-counsel.  Peter J. Solomon Company
serves as the Committee's financial advisor.


PUBLIC MEDIA: 'LA Law' Star's Former Production Co. Hits Ch. 7
--------------------------------------------------------------
Stewart Bishop of BankruptcyLaw360 reported that Public Media
Works Inc., an entertainment production company turned movie
rental kiosk business founded by "L.A. Law" actor Corbin Bernsen,
on Wednesday converted its Chapter 11 bankruptcy to a Chapter 7 in
California federal court.

According to the report, in a document hearing, U.S. Bankruptcy
Judge Meredith Jury approved the conversion, after the company
failed to achieve its stated goals of establishing a long-term
capital structure for the business and quickly emerging from
Chapter 11.  Further details were not disclosed, the report said.

Public Media Works, Inc., headquartered in Sausalito, Cal., is
engaged in the business of offering self-service kiosks which
deliver DVD and Blu-ray movies and other potentially other
products to consumers.  The Company filed for Chapter 11 relief
(Bankr. C.D. Cal. Case No. 11-40137) on Sept. 23, 2011.  Judge
Meredith A. Jury presides over the bankruptcy case.  Stephan Jan
Meyers, Esq., at Meyers Law Offices, in Palm Springs, Cal.,
represents the Debtor as counsel.  In its schedules, the Debtor
disclosed $619,551 in assets and $1,060,012 in liabilities as of
the Petition Date.

In a Form 8-K filing dated Aug. 30, 2011, the Debtor disclosed
that effective as of Aug, 29, 2011, the Company ceased renting DVD
and Blu-Ray movies at its 25 kiosks in Riverside County
California.  The Company also furloughed all non-officer
employees.  The Company is seeking funding to move the kiosks into
local warehousing and to eventually relocate the kiosks to a
different area and resume operations.

As of May 31, 2011, the Debtor's consolidated balance sheets
showed $862,106 in total assets, $1,169,472 in total liabilities,
and a stockholders' deficit of $307,366.


QUANTUM FUEL: To Appeal NASDAQ's Delisting Determination
--------------------------------------------------------
Quantum Fuel Systems Technologies Worldwide, Inc., received a
Staff Delisting Determination Letter from NASDAQ indicating that
the Company had not timely regained compliance with NASDAQ's $1.00
minimum bid price rule set forth in Listing Rule 5550(a)(2) and
that the Company's common stock will be delisted unless the
Company appeals the delisting determination and requests a hearing
before a NASDAQ Listing Qualifications Panel.  The Company intends
to request a hearing.  While the appeal is pending, the delisting
action will be stayed and the Company's common stock will continue
to trade on the NASDAQ Capital Market.

                        About Quantum Fuel

Lake Forest, Calif.-based Quantum Fuel Systems Technologies
Worldwide, Inc. (Nasdaq: QTWW) develops and produces advanced
vehicle propulsion systems, fuel storage technologies, and
alternative fuel vehicles.  Quantum's portfolio of technologies
includes electronic and software controls, hybrid electric drive
systems, natural gas and hydrogen storage and metering systems and
other alternative fuel technologies and solutions that enable fuel
efficient, low emission, natural gas, hybrid, plug-in hybrid
electric and fuel cell vehicles.

Quantum Fuel disclosed a net loss attributable to stockholders of
$30.91 million in 2012 and a net loss attributable to common
stockholders of $38.49 million in 2011.  The Company's balance
sheet at Dec. 31, 2012, showed $61.26 million in total assets,
$47.03 million in total liabilities and a $14.22 million in total
stockholders' equity.

Haskell & White LLP, in Irvine, California, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company does not have sufficient existing sources of
liquidity to operate its business and service its debt obligations
for a period of at least twelve months.  These conditions, along
with the Company's working capital deficit and recurring operating
losses, raise substantial doubt about the Company's ability to
continue as a going concern.


RASER TECHNOLOGIES: Court Dismisses Securities Suit vs. Ex-D&Os
---------------------------------------------------------------
Delaware District Judge Richard D. Andrews granted a motion to
dismiss the class action lawsuit captioned MARTIN BARTESCH, FRED
BRYANT And JOSEPH P. CRAIG, Individually And On Behalf Of All
Others Similarly Situated, Plaintiffs, v. BRENT M. COOK, MARTIN F.
PETERSEN, JOHN T. PERRY, RICHARD D. CLAYTON, NICHOLAS GOODMAN,
KRAIG T. HIGGINSON, REYNOLD ROEDER, BARRY MARKOWITZ, ALAN G.
PERRITON, JAMES A. HERICKHOFF, and SCOTT E. DOUGHMAN, Defendants,
Civil Action No. 11-1173-RGA (D. Del.).

Mr. Bartesch filed this putative class action alleging violations
of the Securities Exchange Act of 1934 on November 29, 2011.  On
March 1, 2012, the Court issued an order appointing Mr. Bartesch,
Fred Bryant and Joseph Craig as co-lead plaintiffs.  On April 30,
2012, plaintiffs filed an amended class action complaint and the
Defendants filed a motion to dismiss on July 13, 2012.

The Defendants are former officers and directors of Raser
Technologies Inc., an energy company focused on geothermal power
development and technology l licensing, which filed for Chapter 11
protection on April 29, 2011. The Plaintiffs are three former
Raser shareholders who are suing on behalf of a putative class
of purchasers of Raser's common stock between May 11, 2009 and
April 29, 2011.  The Plaintiffs allege that Raser's SEC filings
were false and misleading in violation of Section 10(b) of the
Securities Exchange Act of 1934.

The Plaintiffs contend that Raser's SEC filings were false and
misleading because the Defendants failed to disclose that Raser
did not "conduct any traditional and adequate early well field
development activities" and, therefore, did not discover that "the
temperature of the water from the Thermo No. 1 production wells
was too low to operate the plant at maximum capacity," and that
Raser's "rapid-deployment design and construction system was a
failure."  The Plaintiffs argue that the Defendants should have
described their development strategy as a "failure" and based on
"little more than intuition and stretched imagination."

"The law, however, does not require companies to frame their
disclosures in such a pejorative manner," ruled Judge Andrews.
The Court concluded that the Plaintiffs failed to allege any
fraudulent statement or omission when considering the "total mix
of information" available to investors.

Plaintiffs' Section 10(b) claim also rests on the theory that the
final write-down taken by Raser, which reduced the plant's value
to $14.6 million, should have been recorded at the beginning of
the class period, just a few months after the plant began
operations.

However, Judge Andrews continued, the Plaintiffs allege nothing in
support of this claim.  The Court concluded that the Plaintiffs
have failed to state a Section 10(b) claim for statements
concerning Raser's accounting for Thermo No. 1.

The Court further held that the Plaintiffs fail to adequately
plead the requisite element of scienter and that the amended
complaint's scienter allegations are generalized and conclusory.

The Court believes any amendment is likely futile, but cannot
completely rule out that the Plaintiffs could amend the amended
complaint to overcome the numerous and substantial shortcomings
the Court has identified in the amended complaint, said Judge
Andrews.

Accordingly, the Court gave the Plaintiffs two weeks from the date
of the Opinion to file a motion for leave to amend the amended
complaint.  Should the plaintiffs not file such a motion, the
Court will enter an order dismissing with prejudice the amended
complaint, Judge Andrews said.

Timothy J. MacFall, Esq. -- tjm@rigrodskylong.com -- at RIGRODSKY
& LONG, P.A., in Garden City, N.Y.  and Brian D. Long, Esq. --
bdl@rigrodskylong.com -- at RIGRODSKY & LONG, P.A., in Wilmington,
DE, represented the Plaintiffs.

Kelly M. Hnatt, Esq. -- khnatt@willkie.com -- at WILLKIE FARR &
GALLAGHER LLP, in New York, N.Y. and S. Mark Hurd, Esq. --
shurd@mnat.com -- at MORRIS NICHOLS ARSHT & TUNNELL LLP, in
Wilmington, DE, represented the Defendants.

A copy of the District Court's April 23, 2013 Opinion is available
at http://is.gd/khzLhbfrom Leagle.com.

                     About Raser Technologies

Raser Technologies Inc. (NYSE: RZ) is a renewable energy company
focusing on geothermal power development.  The Company has one
operating plant in Utah and another eight early and development
stage projects in Utah, New Mexico, Nevada and Oregon.  The
Company invested $120 million in Thermo No. 1, its sole operating
plant, which is near Beaver, Utah, and has a power generation
capacity of 10 megawatts.  The City of Anaheim, California, agreed
in 2008 to buy the generated electricity for 20 years.

Provo, Utah-based Raser Technologies, also known as Wasatch Web
Advisors, Inc., filed for Chapter 11 protection (Bankr. D. Del.
Case No. 11-11315) on April 29, 2011.  Other affiliates filed for
separate Chapter 11 protection on April 29, 2011, (Bankr. D. Del.
Case Nos. 11-11319 to 11-11350).  Peter S. Partee, Sr., Esq., and
Richard P. Norton, Esq., at Hunton & Williams LLP, represent the
Debtors in their restructuring efforts.  The Debtors' local
counsel is Bayard, P.A.  Sichenzia Ross Friedman Ference LLP
serves as the Debtors' corporate counsel.  The Debtors' financial
advisor is Canaccord Genuity.

A three-member official committee of unsecured creditors was
formed in the Chapter 11 case.  Foley & Lardner LLP represents the
Committee.  The Committee also tapped Womble Carlyle Sandridge &
Rice, PLLC, as co-counsel, BDO Consulting, a division of BDO USA,
LLP, as its financial advisor and accountant; and BDO Capital
Advisors, LLC its investment banker.

The Company reported a net loss of $101.80 million on
$4.25 million of revenue for the fiscal year ended Dec. 31, 2010,
compared with a net loss of $20.90 million on $2.19 million of
revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010, showed
$41.84 million in total assets and $107.78 million in total
liabilities.

Raser Technologies and its debtor affiliates emerged from
bankruptcy protection when their Third Amended Plan of
Reorganization became effective Sept. 9, 2011.


REALOGY CORP: Incurs $74 Million Net Loss in First Quarter
----------------------------------------------------------
Realogy Holdings Corp filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $74 million on $957 million of net revenues for the three
months ended March 31, 2013, as compared with a net loss of $192
million on $875 million of net revenues for the same period during
the prior year.

The Company's balance sheet at March 31, 2013, showed $7.41
billion in total assets, $5.97 billion in total liabilities and
$1.44 billion in total equity.

"Our transaction volume, which was at the top end of the range of
the guidance we provided in February, and our first quarter
performance, continue to support our firm belief in the strength
of the housing recovery," said Richard A. Smith, Realogy's
chairman, chief executive officer and president.  "The first
quarter results were particularly encouraging given the seasonally
lower transaction volume typically seen in the first quarter of
any year."

"We expect continued growth in transaction volume, with 14% to 17%
increases in the second quarter," said Tony Hull, Realogy's
executive vice president, chief financial officer and treasurer.
"On a combined basis, RFG and NRT transaction sides are
anticipated to increase 7% to 9% and average sale price is
expected to increase 7% to 8% year-over-year in the second
quarter."

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

                       http://is.gd/mEbdn5

                        About Realogy Corp.

Realogy Corp. -- http://www.realogy.com/-- a global provider of
real estate and relocation services with a diversified business
model that includes real estate franchising, brokerage, relocation
and title services.  Realogy's world-renowned brands and business
units include Better Homes and Gardens Real Estate, CENTURY 21,
Coldwell Banker, Coldwell Banker Commercial, The Corcoran Group,
ERA, Sotheby's International Realty, NRT LLC, Cartus and Title
Resource Group.  Collectively, Realogy's franchise systems have
around 15,000 offices and 270,000 sales associates doing business
in 92 countries around the world.

Headquartered in Parsippany, N.J., Realogy is owned by affiliates
of Apollo Management, L.P., a leading private equity and capital
markets investor.  Realogy fully supports the principles of the
Fair Housing Act.

Realogy Holdings Corp. and Realogy Group LLC reported a net loss
attributable to the Companies of $543 million on $4.67 billion of
net revenues for the year ended Dec. 31, 2012.

Realogy Holdings and Realogy Group incurred a net loss of
$441 million on $4.09 billion of net revenues in 2011, following a
net loss of $99 million on $4.09 billion of net revenues for 2010.

The Company's consolidated balance sheets at Dec. 31, 2012, showed
$7.44 billion in total assets, $5.92 billion in total liabilities
and $1.51 billion in total equity.

                        Bankruptcy Warning

"Our ability to make scheduled payments or to refinance our debt
obligations depends on our financial and operating performance,
which is subject to prevailing economic and competitive conditions
and to certain financial, business and other factors beyond our
control.  We cannot assure you that we will maintain a level of
cash flows from operating activities and from drawings on our
revolving credit facilities sufficient to permit us to pay the
principal, premium, if any, and interest on our indebtedness or
meet our operating expenses.

If our cash flows and capital resources are insufficient to fund
our debt service obligations, we may be forced to reduce or delay
capital expenditures, sell assets or operations, seek additional
debt or equity capital or restructure or refinance our
indebtedness.  We cannot assure you that we would be able to take
any of these actions, that these actions would be successful and
permit us to meet our scheduled debt service obligations or that
these actions would be permitted under the terms of our existing
or future debt agreements.

If we cannot make scheduled payments on our debt, we will be in
default and, as a result:

   * our debt holders could declare all outstanding principal and
     interest to be due and payable;

   * the lenders under our senior secured credit facility could
     terminate their commitments to lend us money and foreclose
     against the assets securing their borrowings; and

   * we could be forced into bankruptcy or liquidation," the
     Company said in its annual report for the period ended
     Dec. 31, 2012.

                           *     *     *

In the Dec. 12, 2012, edition of the TCR, Moody's Investors
Service upgraded Realogy Group LLC's Corporate Family and
Probability of Default ratings to B3.  The B3 Corporate Family
rating (CFR) incorporates Moody's view that Realogy's capital
structure has made meaningful progress towards being stabilized
following the issuance of primary equity, and is therefore more
sustainable although still highly leveraged.

As reported by the TCR on Feb. 18, 2013, Standard & Poor's Ratings
Services raised its corporate credit rating on Realogy Corp. to
'B+' from 'B'.

"The one notch upgrade in the corporate credit rating to 'B+'
reflects an increase in our expectation for operating performance
at Realogy in 2013, and S&P's expectation that total lease
adjusted debt to EBITDA will improve to the low-6x area and funds
from operations (FFO) to total adjusted debt will be improve to
the high-single-digits percentage area in 2013, mostly due to
EBITDA growth in the low- to mid-teens percentage area in 2013,"
S&P said.


RENTPATH INC: Dividend Re-Cap Prompts Moody's to Lower CFR to B2
----------------------------------------------------------------
Moody's Investors Service downgraded RentPath, Inc.'s corporate
family rating to B2 from B1 and probability of default rating to
B3-PD from B2-PD following the company's proposal to issue
additional secured debt and return cash to its equity sponsor.

RentPath was formerly known as PRIMEDIA Inc.  Moody's has also
assigned B2 (LGD3-32%) ratings to the company's proposed $470
million senior secured credit facilities which consist of a $425
million senior secured term loan due 2020 and $45 million senior
secured revolver due 2018. The proceeds from the new senior
secured term loan will be used to fund a $110 million dividend to
the company's equity sponsor and repay existing senior debt. The
ratings are contingent on Moody's review of final documentation
and no material change in the terms and conditions of the debt as
advised to Moody's. The rating outlook is stable.

Issuer: RentPath, Inc.

Downgrades:

Corporate Family Rating, Downgraded to B2 from B1

Probability of Default Rating, Downgraded to B3-PD from B2-PD

Assignments:

$425M Senior Secured Bank Credit Facility, Assigned B2, LGD3, 32%

$45M Senior Secured Bank Credit Facility, Assigned B2, LGD3, 32%

Ratings Rationale:

The B2 corporate family rating reflects RentPath's strong position
in the apartment rental market, its successful transition to all-
digital content and its positive free cash flow. These strengths
are offset by the company's small scale, high financial leverage,
narrow business scope and aggressive financial policy. The rating
also incorporates Moody's view that the company may take on
additional debt or weaken its liquidity position in order to
distribute cash to shareholders in the future.

Leverage was approximately 5x (Moody's adjusted) at year end 2012.
With this transaction, Moody's expects leverage to be
approximately 6x (Moody's adjusted) by the end of 2013 before
falling towards 5x (Moody's adjusted) by the end of 2014 as the
company realizes the synergies from the acquisition of Rent.com
and the cost savings from winding down its print business.

Moody's recognizes some pro forma adjustments to reported EBITDA
in the Moody's adjusted leverage calculation, both historical and
projected. However, the large gap between the company's audited
financials and management's adjusted EBITDA including add backs
for ongoing restructuring and merger integration work creates
uncertainty and impacts the ratings.

The ratings for the debt instruments reflect both the overall
probability of default of RentPath, to which Moody's has assigned
a probability of default rating (PDR) of B3-PD, and individual
loss given default assessments. The Company's senior secured debt
is rated B2 (LGD3-32%), in line with the CFR given the company's
all secured debt structure.

Moody's anticipates that RentPath will have very good liquidity
over the next 12 months, supported by the company's strong free
cash flow generation and an undrawn $45 million revolver. The new
credit facility is expected to have no financial covenants.

Moody's could lower RentPath's ratings further if leverage is
sustained above 6.0x or free cash flow turns negative. Moody's
could upgrade the ratings if RentPath maintains good liquidity,
continues to generate strong positive free cash flow and grows
EBITDA such that leverage is sustained below 4.5x. Additionally,
an upgrade would require the company to commit and adhere to a
conservative financial policy.

The principal methodology used in this rating was Global
Publishing Industry published in December 2011. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.

Headquartered in Norcross, Georgia, RentPath, Inc. provides
digital classified advertising for apartment leasing and new home
sales. The company operates a number of web properties including
ApartmentGuide.com, Rentals.com, and RentalHouses.com. In May of
2012, RentPath acquired Rent.com, expanding its market share and
presence in the online apartment rental advertising market.
RentPath generated approximately $246 million of revenue in 2012,
including approximately 7 months of revenues from Rent.com
following the acquisition close.

Fort Worth, Texas-based TPG acquired the company in July 2011 in a
$515.9 million transaction, according to data compiled by
Bloomberg.


RENTPATH INC: S&P Assigns 'B' Rating to $470MM Sr. Secured Debt
---------------------------------------------------------------
At the same time, S&P assigned RentPath's proposed $470 million
senior secured credit facility an issue-level rating of 'B', with
a recovery rating of '3', indicating S&P's expectation for average
(50% to 70%) recovery for lenders in the event of a payment
default.  The proposed facility consists of a $45 million senior
secured revolver due 2018 and a $425 million senior secured term
loan B due 2020.  The company intends to use proceeds from the
transaction to refinance its existing senior secured credit
facilities and to pay a $110 million dividend to its shareholders.

The 'B' corporate credit rating reflects RentPath's exposure to
the real estate market, its "highly leveraged" financial profile,
and its history of shareholder-friendly activities.  S&P views the
company's business profile as "weak" because of its narrow
business focus in the highly volatile real estate market,
increased competition, and potential for pricing pressure in
online real estate advertising.  S&P's assessment of RentPath's
financial risk reflects the company's lease-adjusted leverage
that's consistent with the indicative ratio of 5x or more that S&P
associates with a highly leveraged financial risk profile.  Pro
forma for the transaction, lease-adjusted leverage was 6.2x as of
Dec. 31, 2012.  RentPath has "adequate" liquidity.  S&P's
management and governance assessment of the company is "fair."

RentPath publishes and distributes advertising-supported online
consumer guides for the apartment rental sector through its
Apartment Guide and Rent.com businesses.  These operations account
for nearly 90% of overall revenues.


RESIDENTIAL CAPITAL: Parties Disagree on Whether Agreement Is Near
------------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that whether Residential Capital LLC creditors are near a
global settlement or far apart depends on who's doing the talking.

The report relates that the official creditors' committee said in
a May 1 court filing there's been "significant progress" in
mediation bringing the parties "much closer to a global
resolution."  Two days before, a group of junior secured
noteholders filed papers saying the latest two-day mediation "did
not generate support for a global settlement."

Perceiving the "futility" of agreeing on a universally acceptable
reorganization plan, the junior noteholders urged the bankruptcy
judge at a May 7 hearing to terminate ResCap's exclusive right to
propose a plan.

On the other hand, the committee reports talking ResCap into
cutting in half the proposed expansion of exclusive plan-filing
rights, known as exclusivity.  The company now will be satisfied
if exclusivity is expanded only until June 6.  Where the
noteholders see competing plans as the best route forward, the
committee contends that ending exclusivity "would be
counterproductive" and "could prematurely result in litigation
'Armageddon.'"

The report notes that if there's no agreement soon, some
bargaining positions will strengthen and others weaken when
examiner Arthur Gonzalez, a former New York bankruptcy judge,
issues his report, currently due for publication in early May.

Judge Gonzalez was appointed in July to investigate ResCap's
nonbankrupt parent Ally Financial Inc., Cerberus Capital
Management LP, ResCap's proposed sale and reorganization plan, the
role of ResCap's board, alternatives to ResCap's proposals, claims
against officers and directors, claims ResCap proposes to release,
and the value of the releases.  The examiner's report most
recently was projected to cost almost $83 million.

At this week's hearing, the bankruptcy judge in New York will also
decide whether the official unsecured creditors' committee can
file lawsuits belonging to ResCap, Ally's mortgage-servicing
subsidiary.

                   About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap sold most of the businesses for a combined $4.5 billion.
The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


RESIDENTIAL CAPITAL: Nevada Judge Dismisses "Kalenowski" Suit
-------------------------------------------------------------
Nevada District Judge Robert C. Jones granted the request of GMAC
Mortgage, LLC, to dismiss a residential foreclosure avoidance
action styled, JOSEPH PHILIP KALENOWSKI, Plaintiff, v. CANYON
CAPITAL FUNDING CORP. et al., Defendants, No. 3:11-cv-00797-RCJ-
VPC (D. Nev.).  A copy of Judge Jones' April 26, 2013 Order is
available at http://is.gd/QSgwmsfrom Leagle.com.

                   About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap sold most of the businesses for a combined $4.5 billion.
The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


REVEL AC: Has Authority to Employ Ernst & Young as Auditor
----------------------------------------------------------
Judge Judith H. Wizmur of the U.S. Bankruptcy Court for the
District of New Jersey authorized Revel Ac, Inc., et al., to
employ Ernst & Young LLP as auditor and tax advisor, nunc pro tunc
to the Petition Date.

The Debtors will compensate E&Y LLP as follows:

   * $350,000 for auditing and reporting on the consolidated
     financial statements for the year ending December 31, 2012
     and reviewing Revel AC's unaudited interim financial
     information before the Company files its Form 10-Q;

   * $175,000 for auditing and reporting on the consolidated
     financial statements for the year ending December 31, 2013,
     and reviewing the Company's unaudited interim financial
     information before the Company files its Form 10-Q; and

   * $12,000 for auditing and reporting on the financial
     statements and supplemental schedule of the Revel 401k plan
     for the year ended December 31, 2012, which are to be
     included in the 401(k) plan's Form 5500 Form 5500 filing
     with the Employee Benefits Security Administration of the
     Department of Labor.

The Debtors will compensate the firm for non-core audit services
based on the following agreed hourly rates:

          Partner                 $500
          Senior Manager          $425
          Manager                 $350
          Senior                  $250
          Staff                   $150

The Debtors will also compensate the firm for Tax Services based
on the following ranges of agreed hourly rates, depending on the
type of services and the classification of personnel providing
those services:

          Partner, Principal,
          Executive Director      $475-850
          Senior Manager          $350-575
          Manager                 $275-450
          Senior                  $225-350
          Staff                   $160-225

                          About Revel AC

Revel AC, Inc. -- http://www.revelresorts.com/-- owns and
operates Revel, a Las Vegas-style, beachfront entertainment resort
and casino located on the Boardwalk in the south inlet of Atlantic
City, New Jersey.

Revel AC Inc. along with four affiliates sought bankruptcy
protection (Bankr. D.N.J. Lead Case No. 13-16253) on March 25,
2013, in Camden, New Jersey, with a prepackaged plan that reduces
debt by $1.25 billion.

Revel's legal advisor in connection with the restructuring is
Kirkland & Ellis LLP. Alvarez & Marsal serves as its restructuring
advisor and Moelis & Company serves as its investment banker for
the restructuring.  Epiq Bankruptcy Solutions is the claims and
notice agent.

Already accepted by creditors, Revel's reorganization plan is
designed to reduce debt for borrowed money by 82 percent, from
$1.52 billion to $272 million. For a projected 19 percent
recovery, holders of an $896 million secured term loan are to
receive all the new equity. General unsecured creditors are to
be paid in full.


ROTECH HEALTHCARE: 5 Members Appointed to Equity Committee
----------------------------------------------------------
Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed
five members to the official committee of equity security holders
in the Chapter 11 cases of Rotech Healthcare Inc., et al.

The members of the Committee are:

   1. Alden Global Value Recovery Master Fund, L.P.
      c/o Alden Global Capital LLC
      Attn: Alex Zyngier
      885 Third Ave.
      New York, NY 10022
      Tel: 212-418-6867

   2. Bastogne Capital Partners, LP
      Attn: Vikas Tandon
      2 Landmark Square, Ste. 212
      Stamford, CT 06902
      Tel: 203-965-8345

   3. Kenneth S. Grossman P.C. Pension Plan
      Attn: Kenneth S. Grossman
      18 Norfolk Rd.
      Great Neck, NY 11020

   4. Varana Capital Master, L.P.
      Attn: Philip Broenniman
      623 Fifth Ave., Ste. 3101
      New York, NY 10022
      Tel: 212-993-1564

   5. Wynnefield Partners Small Cap Value, L.P. I
      Attn: Stephen Zelkowicz
      450 Seventh Ave., Ste. 509
      New York, NY 10123
      Tel: 212-760-0278
      Fax: 212-760-0824

The U.S. Trustee originally appointed only three members to the
Committee composed of Alden Global, Varana Capital, and Wynnefield
Partners.  The following day, the U.S. Trustee added Bastogne
Capital and Kenneth S. Grossman as members to the Committee.

Bill Rochelle, the bankruptcy columnist for Bloomberg News, noted
that equity committees are appointed when there is a reasonable
chance stockholders will receive a distribution in bankruptcy.
The Rotech reorganization plan, worked out before the Chapter 11
filing on April 8, is offering 10 cents a share for existing
stock.

There is to be a hearing on May 16 for approval of disclosure
materials explaining the plan. It is supported by holders of a
majority of the first- and second-lien secured notes. The $290
million in 10.5 percent second-lien notes are to be exchanged for
the new equity. Trade suppliers are to be paid in full, if they
agree to continue providing credit.  The existing $23.5 million
term loan would be paid in full, and the $230 million in 10.75
percent first-lien notes will be amended.

The bankruptcy judge already gave interim approval for what is
designed to be a $30 million secured loan after a final hearing
April 25. The loan is from Silver Point Finance LLC, a lender on
an existing term loan.

Mr. Rochelle also reported that the Debtors have asserted in court
filings that its filing of a prepackaged reorganization plan
offering 10 cents a share to existing stockholders doesn't justify
appointing an official committee to represent equity.  The Debtors
have scheduled a May 7 hearing to ask for the committee to be
disbanded.

Rotech said the business "is insolvent by between $128 million and
$188 million."  The 10 cents being offered for each share
represent a "gift" of $2.62 million made by the second-lien
noteholders who are to become Rotech's new owners.  Given that
Rotech is "hopelessly insolvent," the 10 cents doesn't "symbolize
solvency," the company said in the court filing.

As further evidence of insolvency, Rotech pointed to the second-
lien notes currently trading at about half of face value.

                      About Rotech Healthcare

Based in Orlando, Florida, Rotech Healthcare Inc. (NASDAQ: ROHI)
-- http://www.rotech.com/-- provides home medical equipment and
related products and services in the United States, with a
comprehensive offering of respiratory therapy and durable home
medical equipment and related services.  The company provides
equipment and services in 48 states through approximately 500
operating centers located primarily in non-urban markets.

The Company reported a net loss of $14.76 million in 2011, a net
loss of $4.20 million in 2010, and a net loss of $21.08 million
in 2009.

The Company's balance sheet at Sept. 30, 2012, showed
$255.76 million in total assets, $601.98 million in total
liabilities, and a $346.22 million total stockholders' deficiency.

On April 8, 2013, Rotech Healthcare and 114 subsidiary companies
filed petitions seeking relief under chapter 11 of the Bankruptcy
Code (Bankr. D. Del. Lead Case No. 13-10741) to implement a pre-
arranged plan negotiated with secured lenders.

Attorneys at Proskauer Rose LLP, and Young, Conaway, Stargatt &
Taylor serve as counsel to the Debtors; Foley & Lardner LLP is the
healthcare regulatory counsel; Akin Gump Strauss Hauer & Feld LLP
is the special healthcare regulatory counsel; Barclays Capital
Inc. is the financial advisor; Alix Partners, LLP is the
restructuring advisor; and Epiq Bankruptcy Solutions LLC is the
claims agent.

Prepetition term loan lender and DIP lender Silver Point Capital
and other consenting noteholders are represented by Wachtell,
Lipton, Rosen & Katz, and Richards Layton & Finger PA.

The U.S. Trustee at the end of April appointed an official
committee of equity holders.  Members include Alden Global
Recovery Master Fund LP, Varana Capital Master LP, Wynnefield
Partners Small Cap Value LP I, Bastogne Capital Partners, LP, and
Kenneth S. Grossman P.C. Pension Plan.


ROTECH HEALTHCARE: BOD Committee Taps Davis Polk as Counsel
-----------------------------------------------------------
The special committee of the Board of Directors of Rotech
Healthcare Inc., et al., seeks authority from the U.S. Bankruptcy
Court for the District of Delaware to employ Davis Polk & Wardwell
LLP as special counsel, nunc pro tunc to the Petition Date.

The Special Committee, which is composed of independent directors
who hold neither Rotech debt nor equity, seeks to utilize the
services of Davis Polk to assist it in the Debtors' pursuit of a
Chapter 11 plan that contemplates a debt for equity swap.

Davis Polk will be paid according to the Ordinary Course
Professionals Order, subject to a $25,000 monthly cap.  Davis Polk
agreed to cap its rates at $985 per hour.

Donald Bernstein, Esq., assures the Court that his firm is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code and does not represent any interest adverse
to the Special Committee, the Debtors and their estates.  Mr.
Bernstein also discloses that the firm has received retainer
payments totaling $25,000, and as of the Petition Date, the firm
holds a retainer in the amount of $5,900.

A hearing on the Special Committee's employment application will
be on May 16, 2013, at 2:00 p.m. (ET).  Objections are due May 9.

                      About Rotech Healthcare

Based in Orlando, Florida, Rotech Healthcare Inc. (NASDAQ: ROHI)
-- http://www.rotech.com/-- provides home medical equipment and
related products and services in the United States, with a
comprehensive offering of respiratory therapy and durable home
medical equipment and related services.  The company provides
equipment and services in 48 states through approximately 500
operating centers located primarily in non-urban markets.

The Company reported a net loss of $14.76 million in 2011, a net
loss of $4.20 million in 2010, and a net loss of $21.08 million
in 2009.

The Company's balance sheet at Sept. 30, 2012, showed
$255.76 million in total assets, $601.98 million in total
liabilities, and a $346.22 million total stockholders' deficiency.

On April 8, 2013, Rotech Healthcare and 114 subsidiary companies
filed petitions seeking relief under chapter 11 of the Bankruptcy
Code (Bankr. D. Del. Lead Case No. 13-10741) to implement a pre-
arranged plan negotiated with secured lenders.

Attorneys at Proskauer Rose LLP, and Young, Conaway, Stargatt &
Taylor serve as counsel to the Debtors; Foley & Lardner LLP is the
healthcare regulatory counsel; Akin Gump Strauss Hauer & Feld LLP
is the special healthcare regulatory counsel; Barclays Capital
Inc. is the financial advisor; Alix Partners, LLP is the
restructuring advisor; and Epiq Bankruptcy Solutions LLC is the
claims agent.

Prepetition term loan lender and DIP lender Silver Point Capital
and other consenting noteholders are represented by Wachtell,
Lipton, Rosen & Katz, and Richards Layton & Finger PA.

The U.S. Trustee at the end of April appointed an official
committee of equity holders.  Members include Alden Global
Recovery Master Fund LP, Varana Capital Master LP, Wynnefield
Partners Small Cap Value LP I, Bastogne Capital Partners, LP, and
Kenneth S. Grossman P.C. Pension Plan.


SBM CERTIFICATE: Section 341(a) Meeting Set on June 3
-----------------------------------------------------
A meeting of creditors in the bankruptcy case of SBM Certificate
Company will be held on June 3, 2013, at 9:00 a.m. at 341 meeting
room 6th Floor at 6305 Ivy Ln., Greenbelt.  Creditors have until
Sept. 3, 2013, to submit their proofs of claim.

This is the first meeting of creditors required under Section
341(a) of the 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.

SBM Certificate Company filed a bare-bones Chapter 11 petition
(Bankr. D. Md. Case No. 13-17282) in Greenbelt, Maryland, on
April 26, 2013.  Eric W. Westbury, Sr., signed the petition as
director.  Lawrence A. Katz, Esq., at Leach Travell Britt PC, in
Tysons Corner, Virginia, serves as counsel to the Debtors.  Silver
Spring-based SBM disclosed $28.7 million in assets and $49.4
million in liabilities as of Dec. 31, 2012.


SCHOOL SPECIALTY: Creditors Appeal $24MM 'Make-Whole' Penalty
-------------------------------------------------------------
Lance Duroni of BankruptcyLaw360 reported that creditors of
educational supply company School Specialty Inc. on Thursday
appealed a recent opinion upholding a $23.7 million "make-whole"
penalty the bankrupt company must pay private equity lender
Bayside Capital LLC.

According to the report, on April 22, U.S. Bankruptcy Judge Kevin
J. Carey recognized the private equity firm's make-whole claim --
representing 35 percent of the $67 million principal on the loan -
- after finding that the premium was not "plainly
disproportionate" to Bayside's potential loss.  Make-whole
premiums are designed to compensate lenders in the event of a
prepayment, the report added.

                      About School Specialty

Based in Greenville, Wisconsin, School Specialty is a supplier of
educational products for kindergarten through 12th grade. Revenue
in 2012 was $731.9 million through sales to 70% of the
country's 130,000 schools.

School Specialty and certain of its subsidiaries filed voluntary
petitions for reorganization under Chapter 11 (Bankr. D. Del.
Lead Case No. 13-10125) on Jan. 28, 2013.  The petition estimated
assets of $494.5 million and debt of $394.6 million.

The Debtors are represented by lawyers at Paul, Weiss, Rifkind,
Wharton & Garrison LLP and Young, Conaway, Stargatt & Taylor, LLP.
Alvarez & Marsal North America LLC is the restructuring advisor
and Perella Weinberg Partners LP is the investment banker.
Kurtzman Carson Consultants LLC is the claims and notice agent.

The ABL Lenders are represented by lawyers at Goldberg Kohn and
Richards, Layton and Finger, P.A.  The Ad Hoc DIP Lenders led by
U.S. Bank are represented by lawyers at Stroock & Stroock & Lavan
LLP, and Duane Morris LLP.  The lending consortium consists of
some of the holders of School Specialty Inc.'s 3.75% Convertible
Subordinated Notes Due 2026.

The Official Committee of Unsecured Creditors appointed in the
case is represented by lawyers at Brown Rudnick LLP and Venable
LLP.

Bayside is represented by Pepper Hamilton LLP and Akin Gump
Strauss Hauer & Feld LLP.

School Specialty in April 2013 decided to reorganize rather than
sell.  The company filed a so-called dual track plan that called
for selling the business at auction on May 8 or reorganizing while
giving stock to lenders and unsecured creditors.  The company
later served a notice that the auction was canceled and the plan
would proceed by swapping debt for stock to be owned by lenders,
noteholders, and unsecured creditors.


SCHOOL SPECIALTY: Amends ABL DIP Terms to Extend Plan Milestone
---------------------------------------------------------------
School Specialty, Inc., et al., seek authority from the U.S.
Bankruptcy Court for the District of Delaware to enter into and
execute Amendment No. 3 to the ABL DIP Facility.

Amendment No. 2 of the ABL DIP Facility requires the Debtors to
obtain court approval of the disclosure statement explaining their
plan of reorganization by April 23, 2013, and commence
solicitation of votes in connection with the proposed Plan by
April 26.  Due to the Debtors' failure to satisfy the milestones
under Amendment No. 2, the Debtors asked that the ABL DIP Facility
Lenders agree to amend the required dates so that no event of
default would occur under the DIP Facility and they would be able
to continue to obtain revolving loans to operate in the ordinary
course of business pending confirmation of the Plan.

Accordingly, the parties negotiated Amendment No. 3 to provide
that the Debtors are not required to obtain an order confirming
the Plan until May 21, 2013.  In exchange for the amendment of the
milestones, the ABL DIP Lenders required certain conditions,
including payment of a $100,000 amendment fee payable on June 1,
2013, only in the event that the ABL DIP Obligations are not paid
in full in cash on or before May 31, 2013.

A hearing on the request will be held on May 20, 2013, at 1:30
p.m. (ET).  Objections are due May 13.

                      About School Specialty

Based in Greenville, Wisconsin, School Specialty is a supplier of
educational products for kindergarten through 12th grade. Revenue
in 2012 was $731.9 million through sales to 70% of the
country's 130,000 schools.

School Specialty and certain of its subsidiaries filed voluntary
petitions for reorganization under Chapter 11 (Bankr. D. Del.
Lead Case No. 13-10125) on Jan. 28, 2013.  The petition estimated
assets of $494.5 million and debt of $394.6 million.

The Debtors are represented by lawyers at Paul, Weiss, Rifkind,
Wharton & Garrison LLP and Young, Conaway, Stargatt & Taylor, LLP.
Alvarez & Marsal North America LLC is the restructuring advisor
and Perella Weinberg Partners LP is the investment banker.
Kurtzman Carson Consultants LLC is the claims and notice agent.

The ABL Lenders are represented by lawyers at Goldberg Kohn and
Richards, Layton and Finger, P.A.  The Ad Hoc DIP Lenders led by
U.S. Bank are represented by lawyers at Stroock & Stroock & Lavan
LLP, and Duane Morris LLP.  The lending consortium consists of
some of the holders of School Specialty Inc.'s 3.75% Convertible
Subordinated Notes Due 2026.

The Official Committee of Unsecured Creditors appointed in the
case is represented by lawyers at Brown Rudnick LLP and Venable
LLP.

Bayside is represented by Pepper Hamilton LLP and Akin Gump
Strauss Hauer & Feld LLP.

School Specialty in April 2013 decided to reorganize rather than
sell.  The company filed a so-called dual track plan that called
for selling the business at auction on May 8 or reorganizing while
giving stock to lenders and unsecured creditors.  The company
later served a notice that the auction was canceled and the plan
would proceed by swapping debt for stock to be owned by lenders,
noteholders, and unsecured creditors.


SCOOTER STORE: U.S. Trustee Appoints 5-Member Creditors Panel
-------------------------------------------------------------
Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed
five members to the official committee of unsecured creditors in
the Chapter 11 cases of The Scooter Store.  The Committee members
are:

      1. Pride Mobility Products Corporation
         Attn: Larry Marianacci,
         182 Susquehanna Ave.,
         Exeter, PA 18643
         Tel: 570-655-5574

      2. Shoprider Mobility Products Inc.
         Attn: David Lin
         21184 Figueroa St.
         Carson, CA 90745
         Tel: 310-328-8866
         Fax: 310-328-8185

      3. A. Eichoff & Co.
         Attn: Pat Sacony
         401 N. Michigan Ave., Ste. 400
         Chicago, IL 60611,
         Tel: 312-527-7136
         Fax: 312-527-7196

      4. Go Local LLC
         Attn: John Jordan
         10880 Benson Dr., Ste. 2300
         Overland Park, KS, 66210
         Tel: 512-779-7698
         Fax: 888-895-2499

      5. Wheels, Inc.
         Attn: Jamie Shaffer
         666 Garland Pl.
         Des Plaines, IL 60016
         Tel: 847-544-4139
         Fax: 847-297-3091

                      About The Scooter Store

The Scooter Store is a supplier of power mobility solutions,
including power wheelchairs, scooters, lifts, ramps, and
accessories.  The Scooter Store's products and services provide
today's seniors and disabled persons potential alternatives to
living in nursing homes or other care facilities.  Headquartered
in New Braunfels, Texas, the Scooter Store has a nationwide
network of distribution centers that service products owned or
leased by the Company's customers.  It has 57 distribution
centers in 41 states.

Scooter Store Holdings Inc. and 71 affiliates filed for Chapter
11 bankruptcy (Bankr. D. Del. Lead Case No. 13-10904) in
Wilmington.  The closely held company listed assets of less than
$10 million and debt of more than $50 million.

Affiliates of private equity firm Sun Capital Partners, based in
Boca Raton, Florida, purchased a majority voting interest in the
debtors in 2011.

The company is 66.8 percent owned by Sun Capital Partners Inc.,
owed $40 million on a third lien.  In addition to Sun's debt and
$25 million on a second lien owing to Crystal Financial LLC, there
is a $25 million first-lien revolving credit owing to CIT
Healthcare LLC as agent.  Crystal is providing $10 million in
financing for bankruptcy.


SCOOTER STORE: Hires Morgan, Lewis as Counsel
---------------------------------------------
The Scooter Store asks the U.S. Bankruptcy Court for permission to
employ Morgan, Lewis & Bockius LLP as counsel.

The firm's rates are:

   Professional                     Rates
   ------------                     -----
   Partners                      $475 - $950
   Counsel                       $395 - $935
   Associates                    $235 - $625
   Legal Assistant               $155 - $355

The Debtor attests that the firm is a "disinterested person" as
the term is defined in Section 101(14) of the Bankruptcy Code.

                      About The Scooter Store

The Scooter Store is a supplier of power mobility solutions,
including power wheelchairs, scooters, lifts, ramps, and
accessories.  The Scooter Store's products and services provide
today's seniors and disabled persons potential alternatives to
living in nursing homes or other care facilities.  Headquartered
in New Braunfels, Texas, the Scooter Store has a nationwide
network of distribution centers that service products owned or
leased by the Company's customers.  It has 57 distribution
centers in 41 states.

Scooter Store Holdings Inc., and 71 affiliates filed for Chapter
11 bankruptcy (Bankr. D. Del. Lead Case No. 13-10904) in
Wilmington.  The closely held company listed assets of less than
$10 million and debt of more than $50 million.

Affiliates of private equity firm Sun Capital Partners, based in
Boca Raton, Florida, purchased a majority voting interest in the
debtors in 2011.

The company is 66.8 percent owned by Sun Capital Partners Inc.,
owed $40 million on a third lien.  In addition to Sun's debt and
$25 million on a second lien owing to Crystal Financial LLC, there
is a $25 million first-lien revolving credit owing to CIT
Healthcare LLC as agent.  Crystal is providing $10 million in
financing for bankruptcy.


SCOOTER STORE: Hires Stargatt & Taylor as Attorneys
---------------------------------------------------
The Scooter Store asks the U.S. Bankruptcy Court for permission to
employ Young Conaway Stargatt & Taylor, LLP as attorneys.

The firm's rates are:

   Professional                     Rates
   ------------                     -----
   Robert S. Brady                   $730
   Michael R. Nestor                 $675
   Kenneth J. Enos                   $410
   Andrew L. Magaziner               $325
   Laurel D. Roglen                  $285
   Dennis Mason (paralegal)          $235

Young Conaway received a $100,000 retainer on March 22, 2013. On
March 29, Young Conaway applied $76,606.83 of the Retainer to
outstanding balances resulting from fees and expenses for the
period of March 8 through March 29.  On March 29, and April 8, an
additional $50,000 and $25,000, respectively, was paid to Young
Conaway to refresh the Retainer. In addition, the Firm received
$87,600 on April 10 for payment of filing fees. Young Conaway
applied $94,644 of the Retainer to outstanding balances existing
as of the Petition Date.

Michael R. Nestor attests that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.

                      About The Scooter Store

The Scooter Store is a supplier of power mobility solutions,
including power wheelchairs, scooters, lifts, ramps, and
accessories.  The Scooter Store's products and services provide
today's seniors and disabled persons potential alternatives to
living in nursing homes or other care facilities.  Headquartered
in New Braunfels, Texas, the Scooter Store has a nationwide
network of distribution centers that service products owned or
leased by the Company's customers.  It has 57 distribution
centers in 41 states.

Scooter Store Holdings Inc., and 71 affiliates filed for Chapter
11 bankruptcy (Bankr. D. Del. Lead Case No. 13-10904) in
Wilmington.  The closely held company listed assets of less than
$10 million and debt of more than $50 million.

Affiliates of private equity firm Sun Capital Partners, based in
Boca Raton, Florida, purchased a majority voting interest in the
debtors in 2011.

The company is 66.8 percent owned by Sun Capital Partners Inc.,
owed $40 million on a third lien.  In addition to Sun's debt and
$25 million on a second lien owing to Crystal Financial LLC, there
is a $25 million first-lien revolving credit owing to CIT
Healthcare LLC as agent.  Crystal is providing $10 million in
financing for bankruptcy.


SCOOTER STORE: Section 341(a) Meeting Set on May 21
---------------------------------------------------
A meeting of creditors in the bankruptcy case of Scooter Store
Holdings Inc. will be held on May 21, 2013, at 10:00 a.m. (Eastern
Time), at J. Caleb Boggs Federal Building, 844 King Street, 5th
Floor, Room 5209, in Wilmington, Delaware 19801.

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

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

                      About The Scooter Store

The Scooter Store is a supplier of power mobility solutions,
including power wheelchairs, scooters, lifts, ramps, and
accessories.  The Scooter Store's products and services provide
today's seniors and disabled persons potential alternatives to
living in nursing homes or other care facilities.  Headquartered
in New Braunfels, Texas, the Scooter Store has a nationwide
network of distribution centers that service products owned or
leased by the Company's customers.  It has 57 distribution
centers in 41 states.

Scooter Store Holdings Inc., and 71 affiliates filed for Chapter
11 bankruptcy (Bankr. D. Del. Lead Case No. 13-10904) in
Wilmington.  The closely held company listed assets of less than
$10 million and debt of more than $50 million.

Affiliates of private equity firm Sun Capital Partners, based in
Boca Raton, Florida, purchased a majority voting interest in the
debtors in 2011.

The company is 66.8 percent owned by Sun Capital Partners Inc.,
owed $40 million on a third lien.  In addition to Sun's debt and
$25 million on a second lien owing to Crystal Financial LLC, there
is a $25 million first-lien revolving credit owing to CIT
Healthcare LLC as agent.  Crystal is providing $10 million in
financing for bankruptcy.


SEA HORSE REALTY: Court Won't Review Judgment v. CitiMortgage
-------------------------------------------------------------
Bankruptcy Judge J. Rich Leonard denied the request of
CitiMortgage, Inc., as successor-in-interest to Lehman Brothers
Bank FSB, for reconsideration of an order, filed on Feb. 1, 2013,
allowing summary judgment in the lawsuit commenced against it by
Sea Horse Realty & Construction, Inc.  Judge Leonard said
CitiMortgage has failed to supply the court with newly discovered
evidence or demonstrate a clear error of law warranting the
extraordinary remedy it seeks.

On Dec. 1, 2011, Sea Horse commenced the adversary proceeding
against CitiMortgage, seeking a determination that a deed of trust
and the defendant's previously-filed proof of claim in the amount
of $1,785,986.02 were invalid.  That deed of trust was executed by
Rickard B. Mercer, Sea Horse's president and sole shareholder, in
favor of Lehman Brothers and encumbered real property located at
10007 Old Oregon Inlet Road, Nags Head, North Carolina.  The deed
of trust, executed on Jan. 21, 2005 and recorded on Jan. 24, 2005
in Book 1611 at Page 65 of the Dare County Registry, was prepared
by Lori Neal of Lehman Brothers and secured Mr. Mercer's repayment
of the promissory note he executed in favor of Lehman Brothers in
the original principal amount of $1,500,000.  The description and
address of the real property encumbered by the deed of trust,
however, matched the description and address present in the
general warranty deed, executed on June 9, 2003, conveying the
real property to Sea Horse.

Paulette S. Benz of The Law Office of Paulette S. Benz, PLLC, as
closing attorney, was employed as settlement agent for the
transaction.  Lehman Brothers submitted closing attorney
instructions and a list of necessary documentation required to be
included in the loan closing package. The promissory note and deed
of trust were prepared by Lehman Brothers and transmitted to the
closing attorney for execution. In accordance with Lehman
Brothers' instructions, the closing attorney performed a title
examination, prepared a preliminary title opinion and obtained
title insurance coverage. The preliminary opinion on title,
prepared by the closing attorney and forwarded to the title
insurance carrier for its approval, listed the plaintiff, not Mr.
Mercer, as the record owner of the real property. The grantor in
the deed of trust was changed from the plaintiff to Mr. Mercer at
the suggestion of a mortgage broker with Carolina State Mortgage
Company.  Thereafter, the closing attorney conducted the loan
closing at her office and disbursed the loan proceeds after the
deed of trust was executed and recorded with the Dare County
Registry.

On May 18, 2009, Mr. Mercer filed a voluntary chapter 11
bankruptcy petition, Case No. 09-04088-8-JRL.  Mr. Mercer's
Schedule A, filed along with his voluntary petition, did not list
any legal or equitable interest in the real property encumbered by
the deed of trust; however, he did indicate that the deed of trust
secured his obligations under the promissory note.  After Mr.
Mercer's bankruptcy filing and prior to Sea Horse's bankruptcy
filing, the defendant filed a complaint in Dare County, North
Carolina against Sea Horse, seeking reformation of the deed of
trust; a declaratory judgment that the defendant holds a valid
deed of trust; to quiet title; an equitable lien against the
property; the imposition of a constructive trust; and a judicial
sale of the property. In conjunction with the state court
proceeding and to protect and provide public notice of its
interest in the property, the defendant filed a lis pendens in
Dare County, North Carolina on Jan. 20, 2010. The claims asserted
by the defendant in the state court proceeding were alleged as
counterclaims in response to Sea Horse's complaint.

After its previous motion for partial summary judgment proved
unsuccessful, Sea Horse filed the motion for summary judgment that
is the subject of the defendant's motion for reconsideration,
asserting that as a matter of law, the defendant's first, second,
third, fourth, fifth and seventh counterclaims are barred by the
three-year statute of limitations under N.C. Gen. Stat. Sec.
1-52(9).  On Feb. 1, 2013 and after a hearing, the court entered
an order allowing Sea Horse's motion for summary judgment.  The
court concluded, based on the pleadings, affidavits and other
materials submitted by the parties, summary judgment was
appropriate because the defendant's counterclaims, which were
based on the alleged mutual mistake in the deed of trust, were
barred by the three-year statute of limitations.  In reaching this
conclusion, the court held that applicable statute of limitations
governing the counterclaims was the three-year limitations period
proscribed in N.C. Gen. Stat. Sec. 1-52(9), not the 10-year period
under N.C. Gen. Stat. Sec. 1-47(2), "because the latter is only
applicable to an action against the principal executing an
instrument under seal."

Applying North Carolina law, the court concluded that summary
judgment was appropriate given the fact that each of the
defendant's counterclaims based on the alleged mistake were
commenced outside the applicable limitations period because the
defendant could have discovered that Sea Horse, not Mr. Mercer,
was the record owner of the real property prior to Jan. 19, 2007.
The court relied on separate bases to support charging the
defendant with notice of the mistake in the deed of trust. First,
the circumstances of the transaction at issue, including the fact
that the deed of trust was prepared by Lehman Brothers and
properly recorded in the public land records, put the defendant on
notice of the contents thereof, including the mistake.
Additionally, a simple examination of the public land records and
property tax records on file in Dare County, if undertaken by the
defendant, would have revealed that the plaintiff was the record
owner of the real property. Finally, the results of a title
examination indicating that Sea Horse, not Mr. Mercer, owned the
real property, may be imputed to Lehman Brothers because the
closing attorney represented both Mr. Mercer and Lehman Brothers
in the transaction.

CitiMortgage on Feb. 14, 2013, filed the motion currently before
the court, requesting the court's prior order allowing the
plaintiff's motion for summary judgment be reconsidered based on
the availability of new evidence and to correct clear errors of
law or fact upon which it was based. Attached to the defendant's
motion was a six-page supplemental affidavit, executed by Ellen
Hatfield on the same date.

The case is, SEA HORSE REALTY & CONSTRUCTION, INC., PLAINTIFF, v.
CITIMORTGAGE, INC., SUCCESSOR-IN-INTEREST TO LEHMAN BROTHERS BANK,
FSB, DEFENDANT, Adv. Proc. No. 11-00377-8-JRL (Bankr. E.D.N.C.).
A copy of the Court's May 2, 2013 Order is available at
http://is.gd/VsICW9from Leagle.com.

Kill Devil Hills, North Carolina-based Sea Horse filed filed a
voluntary Chapter 11 petition (Bankr. E.D.N.C. Case No. 11-07223)
on Sept. 21, 2011.  Judge J. Rich Leonard oversees the case.
George M. Oliver, Esq., at Oliver Friesen Cheek, PLLC, served as
the Debtor's counsel.  In its petition, the Debtor scheduled
$1,782,650 in assets and $3,075,537 in debts.  The petition was
signed by Rickard B. Mercer, president.

Mr. Mercer was also a debtor in a Chapter 11 case (Bankr. E.D.N.C.
09-04088) filed May 18, 2009.


SEACOR HOLDINGS: S&P Lowers Corp. Credit Rating to 'BB-'
--------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on New York City-based SEACOR Holdings Inc. (SEACOR)
to 'BB-' from 'BB'.  The outlook is stable.  At the same time, S&P
lowered the issue-level rating on SEACOR's senior unsecured debt
to 'BB-' (the same as the corporate credit rating) from 'BB'.  The
recovery rating on this debt remains '3', indicating S&P's
expectation of meaningful (50% to 70%) recovery in the event of a
default.

SEACOR released very weak first-quarter results, with annualized
leverage of 5.3x.

"While much of the softness should be seasonal, such as lower
grain exports and a seasonal swing in liftboat revenue and
expenses, we are lowering the rating because we believe that
weakness in SEACOR's anchor handling and towing business could
persist long term, resulting in lower profitability and more
aggressive run rate leverage for the company than we initially
anticipated," said Standard & Poor's credit analyst Marc Bromberg.

The anchor handling and towing (AHTS) business is a key factor in
SEACOR's overall performance, and weak day rates and utilization
in 2012 contributed to very aggressive debt to EBITDA leverage
(pro forma for its spin-off of Era Group, it was nearly 5x).
Notwithstanding the potential for near-term spikes in activity,
S&P thinks longer term demand for these vessels will be at reduced
levels.

The outlook is stable.  S&P do not expect to raise or lower the
corporate credit rating within the next 12 months.
Notwithstanding the headwinds S&P sees for AHTS, it thinks the
longer-term outlook for its other OMS businesses is more
favorable, with long-term OMS utilization near 90% and EBITDA
margin at least 23%.  S&P also thinks that the Inland River
Services and shipping businesses will be contributors to
profitability, such that run rate leverage should remain at
about 4x or less.

S&P could lower the rating if run rate leverage exceeds 4.25x,
which S&P thinks would require an EBITDA margin below 20% based on
its current assumptions.  S&P could also envision run rate
leverage above 4.25x if SEACOR were to make a large debt funded
acquisition.  An upgrade will require SEACOR to maintain leverage
below 3.5x.


SEARS HOLDINGS: Stockholders Elect Six Directors
------------------------------------------------
Sears Holdings Corporation held its annual meeting of stockholders
on May 1, 2013.  Paul G. DePodesta, William C. Kunkler, III,
Edward S. Lampert, Steven T. Mnuchin, Ann N. Reese and Thomas J.
Tisch were elected to the Board of Directors for a one-year term
expiring at the 2014 annual meeting of stockholders and until
their successors are elected and qualified.  The stockholders
approved, by an advisory vote, the compensation of the named
executive officers and approved the Sears Holdings Corporation
2013 Stock Plan.

In addition, the stockholders approved the amended and restated
Sears Holdings Corporation Umbrella Incentive Program and ratified
the Audit Committee's appointment of Deloitte & Touche LLP as the
Company's independent registered public accounting firm for 2013.

                           About Sears

Hoffman Estates, Illinois-based Sears Holdings Corporation
(Nasdaq: SHLD) -- http://www.searsholdings.com/-- operates full-
line and specialty retail stores in the United States and Canada.
Sears Holdings operates through its subsidiaries, including Sears,
Roebuck and Co. and Kmart Corporation.  Sears Holdings also owns a
94% stake in Sears Canada and an 80.1% stake in Orchard Supply
Hardware.  Key proprietary brands include Kenmore, Craftsman and
DieHard, and a broad apparel offering, including such well-known
labels as Lands' End, Jaclyn Smith and Joe Boxer, as well as the
Apostrophe and Covington brands.  It also has the Country Living
collection, which is offered by Sears and Kmart.

Kmart Corporation and 37 of its U.S. subsidiaries filed voluntary
Chapter 11 petitions (Bankr. N.D. Ill. Lead Case No. 02-02474) on
Jan. 22, 2002.  Kmart emerged from chapter 11 protection on May 6,
2003, pursuant to the terms of an Amended Joint Plan of
Reorganization.  John Wm. "Jack" Butler, Jr., Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, represented the retailer in its
restructuring efforts.  The Company's balance sheet showed
$16,287,000,000 in assets and $10,348,000,000 in debts when it
sought chapter 11 protection.  Kmart bought Sears, Roebuck & Co.,
for $11 billion to create the third-largest U.S. retailer, behind
Wal-Mart and Target, and generate $55 billion in annual revenues.
Kmart completed its merger with Sears on March 24, 2005.

The Company's balance sheet at Oct. 27, 2012, showed $21.80
billion in total assets, $17.90 billion in total liabilities and
$3.90 billion in total equity.

                         Negative Outlook

Standard & Poor's Ratings Services in January 2012 lowered its
corporate credit rating on Hoffman Estates, Ill.-based Sears
Holdings Corp. to 'CCC+' from 'B'.  "We removed the rating from
CreditWatch, where we had placed it with negative implications on
Dec. 28, 2011.  We are also lowering the short-term and commercial
paper rating to 'C' from 'B-2'.  The rating outlook is negative,"
S&P said.

"The corporate credit rating reflects our projection that Sears'
EBITDA will be negative in 2012, given our expectations for
continued sales and margin pressure," said Standard & Poor's
credit analyst Ana Lai.  She added, "We further expect that
liquidity could be constrained in 2013 absent a turnaround
or substantial asset sales to fund operating losses."

Moody's Investors Service in January 2012 lowered Sears Holdings
Family and Probability of Default Ratings to B3 from B1.
The outlook remains negative. At the same time Moody's affirmed
Sears' Speculative Grade Liquidity Rating at SGL-2.

The rating action reflects Moody's expectations that Sears will
report a significant operating loss in fiscal 2011.  Moody's added
that the rating action also reflects the company's persistent
negative trends in sales, which continue to significantly
underperform peers.

As reported by the TCR on Dec. 7, 2012, Fitch Ratings has affirmed
its long-term Issuer Default Ratings (IDR) on Sears Holdings
Corporation (Holdings) and its various subsidiary entities
(collectively, Sears) at 'CCC' citing that The magnitude of Sears'
decline in profitability and lack of visibility to turn operations
around remains a major concern.


SEVEN GENERATIONS: S&P Assigns 'B-' CCR & Rates $250MM Debt 'CCC'
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B-' long-
term corporate credit rating to Calgary, Alta.-based oil and gas
exploration and production (E&P) company Seven Generations Energy
Ltd.  The outlook is stable.

At the same time, Standard & Poor's assigned its 'CCC' issue-level
rating and '6' recovery rating to the company's proposed
US$250 million senior unsecured debt.  The '6' recovery rating
indicates S&P's expectation of negligible recovery (0%-10%) in the
event of a default.

"Seven Generations has a fairly large natural gas and natural gas
liquids resource base, which should support long-term organic
reserves and production growth; however, our analysis of the
company's reserves base, as a component of its business risk
profile, focuses on its proven reserves, which we view as
consistent with its 'B-' rated upstream peers," said Standard &
Poor's credit analyst Michelle Dathorne.  "Although we believe the
exploration and development risks we attribute to its reserves
base  hamper Seven Generations' credit profile due to the low
proved developed ratio, there is ample cushion in its capital
structure to absorb the negative free cash flow generation to
accommodate the company's projected capital spending as it
continues to increase its proved developed reserves and
production," Ms. Dathorne added.

The ratings on Seven Generations reflect Standard & Poor's view of
the company's regionally focused natural gas and liquids reserves,
the exploration and development risks S&P attributes to its very
low proved developed liquids and gas reserves, and expected
negative free cash flow generation as the company continues to
increase its production in the near-to-medium term.  In S&P's
opinion, these weaknesses are somewhat offset by Seven
Generations' competitive full-cycle cost profile; a profitability
profile that benefits from a high component of condensate
production in its natural gas liquids (NGL) product mix; and low
leverage, which should temper cash flow protection metric
deterioration during S&P's forecast period, resulting from its
expectation of increasing debt beyond 2013.

Seven Generations develops unconventional resources in Alberta.
It has a 96% working interest in 188,000 acres in the Alberta deep
basin, of which 90% (170,000 acres) are liquids-rich properties in
the Montney area.  Seven Generations also owns and operates its
own gas gathering and processing facilities.

The stable outlook reflects Standard & Poor's expectation that
Seven Generations will maintain its full-cycle costs at its
current level as the company continues to increase its NGL
production.  In fact, improving economies of scale should result
in lower unit cost metrics for some components of Seven
Generations' total cash operating costs, which could improve its
operating netbacks.  S&P has not, however, incorporated any
specific incremental cost savings from the company's
infrastructure and midstream initiatives in its production cost
estimates during its forecast period.  Although S&P expects
profitability metrics, as measured by hedged revenues less cash
operating costs and the recycle ratio, will remain strong relative
to the median ranges for the 'B-' rating, S&P is expecting Seven
Generations to generate negative free cash flow in the near-to-
medium term as the company proceeds with its gas and liquids
development projects.  Although S&P is forecasting debt levels to
continue rising beyond 2013, Seven Generations' cash flow
protection metrics should remain well below the downgrade triggers
S&P has established for the 'B-' rating.

If production or cash flow growth does not improve as expected,
and debt metrics deteriorate materially such that fully adjusted
debt-to-EBITDA increases above 6x, S&P would lower the rating.  In
S&P's view, this provides significant downside cushion in the
company's financial risk profile to absorb unexpected operational
or market events as it continues to expand its production base.
In addition, S&P believes Seven Generations has some flexibility
to reduce capital spending in 2013 and 2014 without causing a
material reduction in its gas and liquids production during this
period.

Given S&P's expectation of persistent negative free cash flow
generation throughout its forecast period, a positive rating
action during this time is unlikely.  Beyond the near-term, if the
company is able to meet its development targets in 2013 and 2014,
while maintaining its fully adjusted debt-to-EBITDA below 3x as it
executes its growth strategy during the upcoming 24 months, S&P
could raise the rating.


SHILO INN: Case Summary & 8 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Shilo Inn, Twin Falls, LLC
        11600 SW Shilo Lane
        Portland, OR 97225-0000

Bankruptcy Case No.: 13-21601

Affiliates that simultaneously filed Chapter 11 petitions:

        Debtor                        Case No.
        ------                        --------
Shilo Inn, Boise Airport, LLC         13-21603
Shilo Inn, Nampa Blvd, LLC            13-21604
Shilo Inn, Newberg, LLC               13-21605
Shilo Inn, Seaside East, LLC          13-21606
Shilo Inn, Moses Lake, Inc.           13-21607
Shilo Inn, Rose Garden, LLC           13-21608

Chapter 11 Petition Date: May 1, 2013

Court: U.S. Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Richard M. Neiter

Debtors' Counsel: David B. Golubchik, Esq.
                  LEVENE NEALE BENDER RANKIN & BRILL, LLP
                  10250 Constellation Boulevard, Suite 1700
                  Los Angeles, CA 90067
                  Tel: (310) 229-1234
                  E-mail: dbg@lnbrb.com

Lead Debtor's
Estimated Assets: $10,000,001 to $50,000,000

Lead Debtor's
Estimated Debts: $1,000,001 to $10,000,000

The petitions were signed by Wes Rabom, general counsel and
authorized agent.

Affiliates that previously sought Chapter 11 protection:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
JDCK, LLC                             12-26468            05/09/13
LSSR, LLC                             12-24557            04/25/12
Troy Lodge, LLC                       12-26469            05/09/13

Shilo Inn, Twin Falls' List of Its Eight Largest Unsecured
Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Clark Signs EMC, LLC               --                      $10,200
31321 Signs Drive
Deer Island, OR 97051

Idaho Power, Inc.                  --                       $7,625
P.O. Box 34966
Seattle, WA 98124

Lodging Supply Company             --                       $6,760
8852 SW Waverly A/R
Portland, OR 97224

Intermountain Gas                  --                       $4,818

Clark Signs                        --                       $3,044

Lodgenet Entertainment Corp.       ?-                       $2,198

Centurylink                        --                         $651

Centurylink                        --                          $92


SIRIUS XM: Proposed $500MM Secured Notes Gets Moody's 'B1' Rating
-----------------------------------------------------------------
Moody's Investors Service assigned B1 to Sirius XM Radio Inc.'s
proposed $500 million senior notes. Moody's also affirmed the Ba3
Corporate Family Rating, Ba3-PD Probability of Default Rating as
well as B1 instrument ratings on the 8.75% senior notes, 7.625%
senior notes, and the 5.25% senior notes.

Proceeds from the new notes are expected to fund general corporate
purposes including share repurchases and debt refinancings. The B1
rating on the proposed and existing senior notes reflects their
effective subordination to the unrated secured revolver only
partially offset by the cushion provided by the unrated
subordinated notes. In addition, Moody's affirmed the SGL -- 1
Speculative Grade Liquidity Rating and the rating outlook remains
stable.

Assigned:

Issuer: Sirius XM Radio Inc.

  NEW $500 million sr notes: Assigned B1, LGD4 -- 60%

Affirmed:

Issuer: Sirius XM Radio Inc.

  Corporate Family Rating: Affirmed Ba3

  Probability of Default Rating: Affirmed Ba3-PD

  $800 million of 8.75% sr notes due 2015: Affirmed B1, LGD4 --
  60% (from LGD4 -- 64%)

  $700 million of 7.625% sr notes due 2018: Affirmed B1, LGD4 --
  60% (from LGD4 -- 64%)

  $400 million of 5.25% sr notes due 2022: Affirmed B1, LGD4 --
  60% (from LGD4 -- 64%)

  Speculative Grade Liquidity Rating: Affirmed SGL -- 1

Outlook:

Issuer: Sirius XM Radio Inc.

Outlook is Stable

Ratings Rationale:

Sirius' Ba3 corporate family rating reflects moderate pro forma
leverage (3.3x debt-to-EBITDA as of March 31, 2013, including
Moody's standard adjustments) and expectations for free cash flow
before dividends of more than $800 million or 25% of debt balances
over the next 12 months. Despite the increase in debt-to-EBITDA
from 2.8x prior to the new note issuance, leverage ratios along
with other credit metrics remain within the Ba3 category. In
1Q2013, the company repurchased $494 million of common stock on
the open market under its $2 billion common share repurchase
program.

Moody's expects the company to fund additional share repurchases
with proceeds from the proposed senior notes along with revolver
advances and operating cash flow while maintaining leverage and
coverage ratios within the Ba3 category. Leverage may increase
above current levels given the company's common share repurchase
program and management's 3.5x target for reported leverage. The
Ba3 CFR reflects Moody's expectations that, despite the potential
for higher debt balances to partially fund distributions, the
self-pay subscriber base and operating performance of Sirius will
be supported by continued growth in the delivery of light vehicles
in the U.S. over the next 18 months and management will keep
leverage within its target range.

Longer term, Moody's believes debt ratings will be pressured as
Sirius increasingly shares the dashboard of new vehicles with OEM
installed devices providing competitive advertising-supported
media, including internet radio services. Looking forward, Moody's
analysts expect deliveries of light vehicles in 2013 to climb to
15.25 million units. Growth in new vehicle deliveries and modest
economic recovery should support net self-pay subscriber additions
from the current 19.9 million over the next 12 months. Moody's
expects EBITDA in 2013 to increase above the $894 million reported
for 2012 (including Moody' standard adjustments) accompanied by
reduced capital spending in the years leading up to the next
satellite launch cycle. Continued growth in the subscriber base
will drive EBITDA increases and could better position the company
to fund the next cycle of significant expenditures related to
construction and launching of replacement satellites beginning as
early as 2016 so long as share repurchases and dividends are
maintained within prudent levels.

Sirius is looking to enhance financial flexibility. As proposed,
the new notes are covenant-lite with no limitations on restricted
payments or debt issuances. In contrast, the existing 5.25% notes
due 2022 provide a 3.50x leverage ratio incurrence test for
restricted payments and a 6.0x leverage ratio test for additional
indebtedness. Furthermore, management has stated that it plans to
form a new holding company in the near term.

The stable outlook reflects Moody's view that Sirius will increase
its self-pay subscriber base reflecting sustained demand for new
vehicles in the U.S. and resulting in higher revenue and EBITDA.
The outlook incorporates Sirius maintaining good liquidity, even
during periods of satellite construction, and the likelihood of
share repurchases or additional dividends being funded from
revolver advances, new debt issuances, or free cash flow. The
outlook does not incorporate highly leveraging transactions or a
level of shareholder distributions that would negatively impact
liquidity or sustain debt-to-EBITDA ratios above 3.75x (including
Moody's standard adjustments). The stable outlook assumes that
changes in the corporate structure, including a potential tax free
spin-off, will not adversely impact the company's operating
strategy, credit metrics, or financial policies. Ratings could be
downgraded if debt-to-EBITDA ratios are sustained above 3.75x
(including Moody's standard adjustments) or if free cash flow
generation falls below targeted levels as a result of subscriber
losses due to a potentially weak economy or migration to competing
media services or due to functional problems with satellite
operations.

A weakening of Sirius' liquidity position below expected levels as
a result of dividends, share repurchases, capital spending, or a
significant acquisition could also lead to a downgrade. Ratings
could be upgraded if management demonstrates a commitment to
balance debt holder returns with those of its shareholders.
Moody's would also need assurances that the company will operate
in a financially prudent manner consistent with a higher rating
including sustaining debt-to-EBITDA ratios below 2.75x (including
Moody's standard adjustments) and free cash flow-to-debt ratios
above 20% even during periods of satellite construction.

The principal methodology used in this rating was the Global
Broadcast and Advertising Related Industries Methodology published
in May 2012. Other methodologies used include Loss Given Default
for Speculative-Grade Non-Financial Companies in the U.S., Canada
and EMEA published in June 2009.

Sirius XM Radio Inc., headquartered in New York, NY, provides
satellite radio services in the United States and Canada. The
company creates and broadcasts commercial-free music; premier
sports talk and live events; comedy; news; exclusive talk and
entertainment; and comprehensive Latin music, sports and talk
programming. Sirius XM services are available in vehicles from
every major car company in the U.S., and programming is also
available online as well as through applications for smartphones
and other connected devices. The company holds a 37.9% interest in
Sirius XM Canada which has more than 2 million subscribers. Sirius
is publicly traded and a controlled company of Liberty Media
Corporation which owns over 50% of common shares and controls a
majority of the board of directors. Sirius reported 24.4 million
subscribers at the end of March 2013 and generated revenue of $3.5
billion for the trailing 12 months ended March 31, 2013.


SIRIUS XM: S&P Assigns 'BB' Rating to $500MM Senior Notes Due 2020
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned New York City-based
satellite radio company Sirius XM Radio Inc.'s proposed issuance
of $500 million senior notes due 2020 an issue-level rating of
'BB', with a recovery rating of '3'.  The '3' recovery rating
indicates S&P's expectation for meaningful (50% to 70%) recovery
in the event of a payment default.  Sirius plans to use the net
proceeds to repay outstanding borrowings of $150 million under its
$1.25 billion revolving credit facility, and for general corporate
purposes.

The rating on Sirius XM Radio incorporates S&P's expectation that
leverage will not increase above our 4.5x target despite moves to
boost shareholder returns, because of its good operating outlook
and growing discretionary cash flow.  S&P assess Sirius' business
risk profile as "fair," reflecting its stable churn despite modest
price increases, steady stream of new subscribers, dependence on
U.S. new auto sales and consumer discretionary spending for
growth, and its intermediate-term vulnerability to competition
from alternative media.  S&P views Sirius XM's financial risk as
"significant" because of its expectation for rising debt leverage
following Liberty Media Corp.'s January 2013 majority ownership
stake.

In December 2012, the company paid a $327 million special dividend
and authorized a $2 billion share repurchase program.  The company
has purchased nearly $700 million under this program through the
end of April.  Pro forma for the debt issuance, lease-adjusted
debt to EBITDA increased to 3.2x as of March 31, 2013, from 2.7x.
The rating outlook is stable, reflecting S&P's view that debt to
EBITDA will not increase above its 4.5x target.  S&P do not expect
to raise the rating in the intermediate term, given the shift to a
more shareholder-favoring financial policy.

RATINGS LIST

Sirius XM Radio Inc.
Corporate Credit Rating        BB/Stable/--

New Ratings

Sirius XM Radio Inc.
$500M sr notes due 2020        BB
   Recovery Rating              3


SOLAR POWER: Has Office Lease Agreement with BEP Roseville
----------------------------------------------------------
Solar Power, Inc., entered into an office lease agreement with BEP
Roseville Investors LLC, doing business as Ellis Partners LLC, for
approximately 2,797 rentable square feet of office space in
Roseville, California.  The Company plans to use the office space
for its corporate headquarters.

The Lease will commence on May 1, 2013, for a term of 15 months.
No rent will be due during the first three months of the Lease so
long as the Company performs all of its obligations under the
Lease.  Following the first three months, the monthly rent will be
$5,034.

                         About Solar Power

Roseville, Cal.-based Solar Power, Inc., is a global solar
energy facility ("SEF") developer offering its own brand of high-
quality, low-cost distributed generation and utility-scale SEF
development services.  Primarily, the Company works directly with
and for developers around the world who hold large portfolios of
SEF projects for whom it serves as an engineering, procurement and
construction contractor.  The Company also performs as an
independent, turnkey SEF developer for one-off distributed
generation and utility-scale SEFs.

Solar Power disclosed a net loss of $25.42 million in 2012, as
compared with net income of $1.60 million in 2011.  The Company's
balance sheet at Dec. 31, 2012, showed $162.82 million in total
assets, $138.70 million in total liabilities and $24.12 million in
total stockholders' equity.

Crowe Horwath LLP, in San Francisco, California, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company has incurred a current year net loss of $25.4
million, has an accumulated deficit of $23.8 million, has
experienced a significant reduction in working capital, has past
due related party accounts payable and material adverse change and
default clauses in certain debt facilities under which the banks
can declare amounts immediately due and payable.  Additionally,
the Company's parent company LDK Solar Co., Ltd, has experienced
financial difficulties, which among other items, has caused delays
in project financing.  These matters raise substantial doubt about
the Company's ability to continue as a going concern.


STOCKTON, CA: Reaches Debt Settlement with Ambac
------------------------------------------------
Reuters reported that the bankrupt California city of Stockton has
reached a settlement with Ambac Assurance Corp over $13.3 million
of city debt the company insures, the trustee for the debt said on
Wednesday.

According to the Reuters report, Wells Fargo Bank NA served as
trustee for the city's certificates of participation, sold by
Stockton in 2003 for redevelopment projects.

Details of the settlement were not provided in the filing by Wells
Fargo with the Municipal Securities Rulemaking Board, the Reuters
report said.  The U.S. judge overseeing the bankruptcy case has
already given his approval to settle the matter.

                      About Stockton, Cal.

The City of Stockton, California, filed a Chapter 9 petition
(Bankr. E.D. Cal. Case No. 12-32118) in Sacramento on June 28,
2012, becoming the largest city to seek creditor protection in
U.S. history.  The city was forced to file for bankruptcy after
talks with bondholders and labor unions failed.  Stockton
estimated more than $1 billion in assets and in excess of
$500 million in liabilities.

The city, with a population of about 300,000, identified the
California Public Employees Retirement System as the largest
unsecured creditor with a claim of $147.5 million for unfunded
pension costs.  In second place is Wells Fargo Bank NA as trustee
for $124.3 million in pension obligation bonds.  The list of
largest creditors includes $119.2 million owing on four other
series of bonds.

The city is being represented by Marc A. Levinson, Esq., and John
W. Killeen, Esq., at Orrick, Herrington & Sutcliffe LLP.  The
petition was signed by Robert Deis, city manager.

Mr. Levinson also represented the city of Vallejo, Cal. in its
2008 bankruptcy.  Vallejo filed for protection under Chapter 9
(Bankr. E.D. Cal. Case No. 08-26813) on May 23, 2008, estimating
$500 million to $1 billion in assets and $100 million to $500
million in debts in its petition.  In August 2011, Vallejo was
given green light to exit the municipal reorganization.   The
Vallejo Chapter 9 plan restructures $50 million of publicly held
debt secured by leases on public buildings.  Although the Plan
doesn't affect pensions, it adjusts the claims and benefits of
current and former city employees.  Bankruptcy Judge Michael
McManus released Vallejo from bankruptcy on Nov. 1, 2011.

The bankruptcy judge on April 1, 2013, ruled that the city of
Stockton is eligible for municipal bankruptcy in Chapter 9.

                      About Ambac Financial

Ambac Financial Group, Inc., headquartered in New York City, is a
holding company whose affiliates provided financial guarantees and
financial services to clients in both the public and private
sectors around the world.

Ambac Financial filed a voluntary petition for relief under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No.
10-15973) in Manhattan on Nov. 8, 2010.

Ambac's bond insurance unit, Ambac Assurance Corp., is being
restructured by state regulators in Wisconsin.  AAC is domiciled
in Wisconsin and regulated by the Office of the Commissioner of
Insurance of the State of Wisconsin.  The parent company is not
regulated by the OCI.

Bank of New York Mellon Corp., as trustee to seven different types
of notes, is listed as the largest unsecured creditor, with claims
totaling about US$1.62 billion.

The Blackstone Group LP is the Debtor's financial advisor.
Kurtzman Carson Consultants LLC is the claims and notice agent.
KPMG LLP is tax consultant to the Debtor.

Anthony Princi, Esq., Gary S. Lee, Esq., and Brett H. Miller,
Esq., at Morrison & Foerster LLP, in New York, serve as counsel
to the Official Committee of Unsecured Creditors.  Lazard Freres
& Co. LLC is the Committee's financial advisor.

Bankruptcy Judge Shelley C. Chapman entered an order confirming
the Fifth Amended Plan of Reorganization of Ambac Financial Group,
Inc. on March 14, 2012.  The Plan provides for the full payment of
secured claims and 8.5% to 13.2% recovery for general unsecured
claims.  Claims from the Internal Revenue Service prevented the
company from implementing the plan and emerging from bankruptcy.
Ambac said emergence from bankruptcy will occur "shortly after"
the IRS settlement is completed.

Bankruptcy Creditors' Service, Inc., publishes AMBAC BANKRUPTCY
NEWS.  The newsletter tracks the Chapter 11 proceeding undertaken
by Ambac Financial Group and the restructuring proceedings of
Ambac Assurance Corp. (http://bankrupt.com/newsstand/or 215/945-
7000).


SUNTECH POWER: To Delay Full-Year 2012 Results
----------------------------------------------
Reuters reported that Suntech Power Holdings Co Ltd., whose main
unit is in insolvency proceedings, said it would delay filing
full-year results for 2012 as it needed more time to restate
financial statements for the previous two years.

According to the report, Suntech, which said revenue fell by an
estimated 48 percent in 2012, had planned to file the restated
results by April 30 but said it would need more time to assess the
impact of restructuring at its main unit in China, a moratorium on
debt repayments in Europe and its ongoing discussions with holders
of 3 percent convertible notes.

Suntech said it would meet creditors of its main manufacturing
unit in China, Wuxi Suntech, on May 22, the Reuters report said.

Chinese banks that lent to Wuxi Suntech dragged the unit into
insolvency proceedings in March, after Suntech failed to meet a
$541 million payment on the 3 percent notes, the report related.
A majority of the noteholders have agreed not to exercise their
rights until May 15.

"We are making progress and are evaluating solutions that will
take into account the rights and interests of all of our
stakeholders," CEO David King said in a statement, adding that
company was underataking a a number of restructuring initiatives,
the Reuters report said.

                           About Suntech

Wuxi, China-based Suntech Power Holdings Co., Ltd. (NYSE: STP)
produces solar products for residential, commercial, industrial,
and utility applications.  With regional headquarters in China,
Switzerland, and the United States, and gigawatt-scale
manufacturing worldwide, Suntech has delivered more than
25,000,000 photovoltaic panels to over a thousand customers in
more than 80 countries.

As reported by the TCR on March 20, 2013, Suntech Power Holdings
Co., Ltd., has received from the trustee of its 3% Convertible
Notes a notice of default and acceleration relating to Suntech's
non-payment of the principal amount of US$541 million that was due
to holders of the Notes on March 15, 2013.  That event of default
has also triggered cross-defaults under Suntech's other
outstanding debt, including its loans from International Finance
Corporation and Chinese domestic lenders.


SWISS CHALET: Puerto Rico Judge Won't Reconsider Prior Order
-------------------------------------------------------------
Bankruptcy Judge Enrique S. Lamoutte denied the request of McP&G,
Inc., d/b/a Terranova Realty Group, for reconsideration of the
Court's prior order denying its administrative expense claim in
the Chapter 11 case of Swiss Chalet, Inc.

"In its Motion to Reconsider, Terrranova does not allege an
intervening change of law, newly-discovered evidence or manifest
error of law. Instead, it reiterates, as it did in its previous
Answer to Order to Show Cause . . . that the reasons for non-
compliance with this court's orders to file the proposed findings
of fact and conclusions of law . . . was due to a misplacement of
the initial draft sent by the Debtor's counsel to its attorney,
that on March 15, 2013, its attorney sent a draft to the Debtor's
counsel of the proposed findings of fact and conclusions of law,
that it requested 5 days to file the proposed findings of fact and
conclusions of law . . . which elapsed on March 20, 2013, and that
its second failure to file the proposed findings of fact and
conclusions of law was 'due to Debtor's counsel previous
commitments and the fact that he was outside of Puerto Rico for
approximately one week', which is 'not attributable to Terranova'
. . . .  Terranova, however, did not timely inform the court of
the foregoing nor did it request an additional extension of time.
It opted instead to idly stand in spite of the prior opportunities
this court afforded it in its previous orders," the Court ruled.

A copy of Judge Lamoutte's April 26, 2013 Opinion and Order is
available at http://is.gd/ErfOwOfrom Leagle.com.

                      About The Swiss Chalet

The Swiss Chalet Inc., developed the Gallery Plaza Condominium and
Atlantis Condominium in San Juan, Puerto Rico.  SCI also owns the
DoubleTree Hotel in Condado, San Juan, Puerto Rico, adjacent to
the Gallery Plaza.  SCI filed a Chapter 11 petition (Bankr. D.P.R.
Case No. 11-04414) on May 27, 2011.  Charles A. Cuprill,
P.S.C. Law Offices, in San Juan, P.R., serves as its bankruptcy
counsel.  CPA Luis R. Carrasquillo & Co., P.S.C., serves as its
financial consultants.  In its schedules, the Debtor disclosed
total assets of $115,580,977 and total debts of $138,603,384.  The
petition was signed by Arnold Benus, director.

The Debtor's Joint Amended Plan of Reorganization was confirmed on
Feb. 2, 2012.


SYNAGRO TECHNOLOGIES: Meeting to Form Creditors' Panel on May 6
---------------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3, will
hold an organizational meeting on May 6, 2013, at 10:00 a.m. in
the bankruptcy case of Synagro Technologies, Inc.  The meeting
will be held at:

         J. Caleb Boggs Federal Building
         844 King Street, Room 5209
         Wilmington, DE 19801

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.

                    About Synagro Technologies

Synagro Technologies, Inc., based in Houston, Texas, is the
recycler of bio-solids and other organic residuals in the U.S. and
is one of the largest national companies focused exclusivity on
biosolids recycling, which has a market size of $2 billion.  The
Company was formed in 1986, under the name RPM Marketing, Inc.
Synagro's corporate headquarters is currently located in Houston,
Texas but is in the process of being transferred to White Marsh,
Maryland.  The Company also has offices in Lansdale, Pennsylvania,
Rayne, Louisiana, and Watertown, Connecticut.

Synagro Technologies and 29 affiliates sought Chapter 11
protection (Bankr. D. Del. Case no. 13-11041) on April 24, 2013.

Synagro is being advised by the law firm of Skadden Arps Slate
Meagher & Flom, along with financial adviser AlixPartners and
investment bankers Evercore Partners.  Kurtzman Carson &
Consultants serves as notice and claims agent.

Synagro was owned by The Carlyle Group at the time of the
bankruptcy filing.

The Debtor has a deal to sell the assets to private-equity
investor EQT Partners AB for $455 million, absent higher and
better offers in a bankruptcy court-sanctioned auction.


T SORRENTO: To Present Plan for Confirmation in July
----------------------------------------------------
The hearing to confirm the Chapter 11 Plan filed by Debtor T
Sorrento, Inc., will be held on July 19, 2013, at 9:00 a.m.

On April 23, 2013, the U.S. Bankruptcy Court for the Northern
District of Texas entered an order approving the First Amended
Disclosure Statement filed in support of the Debtor's Original
Chapter 11 Plan dated April 3, 2013.

Ballots must be actually received by the Balloting Agent by no
later than 5:00 p.m. on June 20, 2013.  No later than July 12,
2013, the Balloting Agent will file with the Court the tabulation
of ballots and a summary of any votes not counted and the reason
for not counting such votes.

The deadline for any party to object to the confirmation of the
plan the subject of the Disclosure Statement is 5:00 p.m. on
July 5, 2013.

According to the First Amended Disclosure Statement, the Plan
provides for: (a) the satisfaction of outstanding 2012 property
taxes; (b) the restructure of the obligations under the Casino
Loan Documents secured by the Casino property to a term of 5
years; (c) the satisfaction of allowed non-insider unsecured
claims by 6 months after the Effective Date; and (d) the retention
of equity interests by the current equity holder.  With respect to
Stanley and the obligations under the Stanley Loan Documents and
the Galleria Deficiency Claim, the Bankruptcy Court will estimate
the disputed Galleria Deficiency Claim.  Following estimation of
the Galleria Deficiency Claim, the Debtor will elect either: (1)
Option 1 to retain Stanley, restructure the obligations under the
Stanley Loan Documents secured by Stanley to a term of 5 years,
and allow the Galleria Deficiency Claim to continue to be secured
by Stanley pending final resolution of the Galleria Deficiency
Claim with certain additional adequate protection depending on the
amount of the Estimated RMR Claim; or (2) Option 2 to transfer
Stanley to RMR in return for a credit for the value of Stanley
against the various loan obligations.

Additionally, the Plan provides that Transcontinental Realty
Investors, Inc. ("TCI") will directly or indirectly advance the
funds required to implement, effectuate, perform, and consummate
the Plan, and that TCI and Pillar Income Asset Management, Inc.,
will retain any claims for advancement of post-petition and post-
confirmation funds to the Debtor.

According to papers filed with the Court, the Plan's objective is
to preserve and maximize the value of the Casino property and its
significant equity for the benefit of all parties-in-interest,
which will in turn provide the greatest potential recovery to all
parties and not just the secured lender.  If possible, the Plan
provides to likewise preserve and maximize the value of Stanley
pending a final determination in the Deficiency Litigation.  If
retention of Stanley is not possible, the Plan allows for the
controlled disposition of the Stanley property and for the secured
lender to realize the same value from the property that the
secured lender would receive outside of bankruptcy.  The Debtor
will aggressively market Casino and Stanley (if retained) for sale
and development using independent, third-party real estate agents
and brokers, during the 5 year period following the effective date
of the Plan.

A copy of the First Amended Disclosure Statement is available at:

http://bankrupt.com/misc/tsorrento.doc78.pdf

                         About T Sorrento

Clark, Nevada-based T Sorrento, Inc., was a wholly-owned
subsidiary of Transcontinental Realty Investors, Inc., a Dallas-
based real estate investment company.  TCI sold its equity
interest in the Debtor to ABCLD Income, LLC, on March 23, 2011, in
return an agreement by ABCLD Income, LLC, to service the
approximate direct debt against the Debtor's property believed at
the time to be $7,334,173.60 and pay an additional $9,265,826.40
to TCI pursuant to a Note obligation.  The President of the Debtor
is Ronald F. Akin, who is also a 50% indirect owner of the Debtor
via ABCLD Income, LLC.  Donna Shumate has no position with the
Debtor and is a 50% indirect owner of the Debtor via ABCLD Income,
LLC.

T Sorrento filed for a Chapter 11 petition (Bankr. D. Nev. Case
No. 12-13907) in Las Vegas on April 2, 2012.  At the behest of RMR
Investments, Inc., the Nevada Bankruptcy Court transferred the
venue of the case to the Northern District of Texas, Dallas
Division, as the Debtor's principal office and principal place of
business are located in Dallas and the mailing address for each of
the Debtor's officers is also located in Dallas, Texas.  The case
was transferred to the Northern District of Texas by a June 27,
2012 court order.  Dallas Bankruptcy Judge Barbara J. Houser
oversees the case.

The Debtor owns property referred to as Casino, Stanley, the
McKinney Ranch, and 2400 Walton Walker.  The Debtor's debts as of
the Petition Date include approximately $95,000 of 2012 property
tax obligations (since reduced to $7,142.18), the claim of
RMR/West Orient under the Casino Loan Documents of $3,606,666.14,
the claim of RMR/West Orient under the Stanley Loan Documents of
$1,435,209.94, the alleged secured Galleria Deficiency Claim of
$9,314,755.71, and general unsecured claims in the approximate
amount of $80,750.00.

T Sorrento disclosed assets of $17.4 million and debts of
$5.4 million in its schedules.

Hudson M. Jobe, Esq., at Quilling, Selander, Cummiskey & Lownds,
in Dallas; and Zacharias Larson, Esq., at Marquis Aurbach Coffing,
in Las Vegas, represent the Debtor as counsel.

Lender RMR Investments is represented by Mark E. Andrews, Esq.,
and Stephen K. Lecholop II, Esq., at Cox Smith Matthews
Incorporated.


T3 MOTION: Board OKs 25,000 Stock Options to Directors
------------------------------------------------------
The Board of Directors of T3 Motion, Inc., at the recommendation
of the compensation committee, authorized the grant of non-
qualifying stock options to individuals serving as directors to
the Company.  Messrs. William Tsumpes, Ki Nam, Bruce Nelson,
Steven Healy, and David Snowden were each awarded a 5-year option
to purchase up to 25,000 shares of common stock of the Company at
an exercise price equal to the fair market value of the common
stock of the Company on the date of the grant, which was $0.16 per
option.  The options vested on the grant date.  There were no
other changes or amendments to the compensation of any board
members.

                          About T3 Motion

Costa Mesa, Calif.-based T3 Motion, Inc., develops and
manufactures T3 Series vehicles, which are electric three-wheel
stand-up vehicles that are directly targeted to the public safety
and private security markets.

T3 Motion reported a net loss of $21.52 million on $4.51 million
of net revenues for the year ended Dec. 31, 2012, as compared with
a net loss of $5.50 million on $5.29 million of net revenues
during the prior year.  The Company's balance sheet at Dec. 31,
2012, showed $3.75 million in total assets, $20.01 million in
total liabilities and a $16.26 million total stockholders'
deficit.

T3'S auditors have "substantial concern" about T3's ability to
continue as a going concern.


TENNVADA HOLDINGS: Frey Irrevocable Trust's Appeal Dismissed
------------------------------------------------------------
Nevada District Judge James C. Mahan dismissed an appeal launched
by Frey Irrevocable Trust from a bankruptcy court order dismissing
its third party complaint against Tennvada Holdings I LLC and
William Dyer.  Judge Mahan said the District Court doesn't have
jurisdiction of the controvery yet because the bankruptcy court's
dismissal of the third party complaint did not end the litigation
so that all that was required was for that court to execute
judgment.  The bankruptcy court must still resolve the adversary
bankruptcy claims that initiated the lawsuit.  Further, Frey did
not seek an interlocutory appeal from the bankruptcy court,
pursuant to Fed.R.Civ.P. Rule 54(b) or otherwise, and the
bankruptcy court has not granted an interlocutory appeal.

Tennvada's bankruptcy petition is the result of a loan and deed of
trust for certain real property, a hotel located at 1837 Union
Avenue, in Memphis, Tennessee.  On Dec. 7, 2007, Integrated
Financial Associates, Inc., a Nevada corporation made a loan
secured by a deed of trust to an entity named 1837 Tennvada
Investments, LLC.  The deed of trust secured the hotel in Memphis.
The hotel became non-operational before 1837 Tennvada Investments
took title.

The deed of trust was recorded on December 31, 2007 in Shelby
County, Tennessee.  IFA subsequently assigned fractional interests
in the deed of trust to 21 private investors pursuant to its
Nevada mortgage lending license.

1837 Tennvada Investments filed a voluntary petition under chapter
11 of the Bankruptcy Code on March 1, 2009. The case was dismissed
on October 20, 2010, because 1837 Tennvada Investments failed to
confirm a reorganization plan.

Frey et al. are Nevada trust entities doing business in Clark
County.  They made post-petition loans to 1837 Tennvada
Investments with the approval of the bankruptcy court.

On September 25, 2009, Frey et al. recorded a deed of trust in
Shelby County, Tennessee, allegedly reflecting post-petition loans
made to 1837 Tennvada Investments in the amount of $300,000. The
recorded document did not provide a legal description of the
property to be encumbered.

Tennvada is a Nevada limited liability company formed on September
17, 2010, for the purpose of acquiring title to the hotel property
through a non-judicial foreclosure sale of the IFA deed of trust.
On or around December 28, 2010, IFA as the loan servicing agent
caused the deed of trust to be foreclosed in a non-judicial
foreclosure. The IFA loan investors assigned their beneficial
interest in the deed of trust to Tennvada, thereby becoming
members of Tennvada with identical interests in the company that
they held in the IFA deed of trust. At foreclosure, the trustee's
deed conveyed title to the hotel property to Tennvada in exchange
for a $500,000 credit bid. The substitute trustee deed was
recorded in Shelby County, Tennessee on February 15, 2011.

On August 3, 2011, Frey et al. attempted to re-record their deed
of trust.  They failed to record a deed of trust associated with
the other debtor in possession loans made during the 1837 Tennvada
Investments bankruptcy.

On April 3, 2012, Tennvada filed the adversary proceeding
complaint against Frey et al. to object to the proofs of claim
filed in the Tennvada bankruptcy. Frey et al. filed an answer to
the adversary complaint and a third party complaint against
appellee-plaintiffs Tennvada and William Dyer. The bankruptcy
judge granted Tennvada et al.'s motion to dismiss the third party
complaint.  Frey et al. appealed.

The case is, Frey Irrevocable Trust et al v. Tennvada Holdings I,
LLC et al, case number 12-cv-01592-JCM-PAL (D. Nev.).  A copy of
Judge Mahan's April 25 Order is available at http://is.gd/F8Yffi
from Leagle.com.

Tennvada Holdings 1, LLC, based in Las Vegas, filed for Chapter 11
bankruptcy (Bankr. D. Nev. Case No. 11-24135) on Sept. 2, 2011.
Judge Linda B. Riegle was assigned to the case.  The Law Offices
of Timothy P. Thomas -- TTHOMAS@TTHOMASLAW.COM -- serves as the
Debtor's counsel.  In its petition, the Debtor scheduled
$1,000,000 in assets and $3,271,345 in debts.  The petition was
signed by William Dyer.

Debtor-affiliates that filed separate Chapter 11 petitions are:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
325 Paso Holdings                      10-34204   12/30/10
Integrated Financial Associates, Inc.  11-13537   03/14/11
Isleton Land Holdings, LP              11-12552   02/25/11
Ranches Holdings, LLC                  11-13006   03/04/11


TIMEGATE STUDIOS: Game Developer Files for Sale to Current Owners
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that video-game developer TimeGate Studios Inc. filed a
petition for Chapter 11 protection (Bankr. S.D. Tex. Case No.
13-32527) on May 1 in Houston and wants the bankruptcy judge to
sell the business by May 31 to the two main shareholders.

Sugarland, Texas-based TimeGate owes $2.3 million on revolving
credits to shareholders Alan Chaveleh and Morteza Baharloo.  They
propose buying the business in exchange for $2.1 million of the
debt and $500,000 in cash.

According to the report, the company wants the judge to require
submission of competing bids by May 28, followed by an auction on
May 31.  A hearing on the sale procedures was slated May 3.

The Debtor estimated less than $10 million and debt exceeding
$10 million as of the Chapter 11 filing.  TimeGate's new game in
development is called Minimum.  The company expects sales during
the first three years to range between $30 million and $75
million.


TITAN PHARMACEUTICALS: FDA Denies NDA for Probuphine(R)
-------------------------------------------------------
Titan Pharmaceuticals, Inc., said that the U.S. Food and Drug
Administration (FDA) has issued a Complete Response Letter to its
New Drug Application (NDA) for Probuphine(R), the Company's
investigational subdermal implant for the maintenance treatment of
opioid dependence in adult patients.

"Titan and our partner, Braeburn Pharmaceuticals, are extremely
surprised and disappointed with the FDA's response.  Probuphine is
a diversion-resistant formulation that is consistent with the
recently-issued FDA guidance supporting diversion- and abuse-
resistant products, and the NDA was designated Priority Review by
the FDA.  We believe Probuphine has demonstrated both safety and
efficacy in accordance with primary endpoints that were pre-agreed
with the FDA and, moreover, the safety, efficacy and overall
approval of Probuphine was strongly supported by the
Psychopharmacologic Drugs Advisory Committee," said Marc Rubin,
M.D., executive chairman of Titan Pharmaceuticals.  "Given the
nationally-recognized, growing and devastating opioid dependence
epidemic, there is critical need for new safe and effective
treatments that reduce the likelihood of abuse, diversion and
accidental pediatric exposure, and Titan and Braeburn remain
committed to making Probuphine available for patients that need
it."

The CRL states that the FDA cannot approve the application in its
present form.  The FDA has requested additional data supporting
the efficacy of Probuphine, including:

   * The ability of Probuphine to provide opioid blockade of
     relevant doses of agonists

   * The effect of higher doses of Probuphine, ideally doses more
     closely approximating the blood plasma levels associated with
     sublingual doses of buprenorphine of 12 to 16 mg / day

   * Human factors testing of the training associated with
     Probuphine's insertion and removal

The CRL also included recommendations regarding product labeling
and the implementation of the Risk Evaluation and Mitigation
Strategy (REMS).

Titan and Braeburn Pharmaceuticals, which has licensed the
commercialization rights for Probuphine in the U.S. and Canada,
are committed to addressing the concerns raised by the FDA in the
CRL.  Titan will discuss with the FDA the scope of the CRL
comments to obtain clarification and determine next steps.

                    About Titan Pharmaceuticals

South San Francisco, California-based Titan Pharmaceuticals is a
biopharmaceutical company developing proprietary therapeutics
primarily for the treatment of central nervous system disorders.

The Company's balance sheet at Sept. 30, 2012, showed
$10.74 million in total assets, $37.87 million in total
liabilities, and a $27.13 million total stockholders' deficit.

Following the 2011 results, OUM & Co. LLP, in San Francisco,
California, expressed substantial doubt about Titan's ability to
continue as a going concern.  The independent auditors noted that
the Company's cash resources will not be sufficient to sustain its
operations through 2012 without additional financing, and that the
Company also has suffered recurring operating losses and negative
cash flows from operations.


TRAVELPORT LIMITED: Douglas M. Steenland Named Board Chairman
-------------------------------------------------------------
Travelport Limited's Board of Directors appointed Douglas M.
Steenland as Non-Executive Chairman of the Board.  In connection
with that appointment, on May 1, 2013, the Company and Mr.
Steenland entered into an amended and restated letter agreement
pursuant to which Mr. Steenland will be paid $350,000 per year as
compensation for his service as Non-Executive Chairman of the
Board of Directors and a member of the committees of the Board.
In connection with Jeff Clarke's transition from Non-Executive
Chairman of the Board to a Director, on May 1, 2013, the Company
and Mr. Clarke entered into an amended and restated letter
agreement to extend Mr. Clarke's service as a member of the
Company's Board beyond May 15, 2013, and pursuant to the letter
agreement, beginning May 15, 2013, Mr. Clarke will be paid at a
rate of $250,000 per annum as compensation for his service as a
member of the Company's Board of Directors and committees of the
Board.

In connection with the Company's previously disclosed
comprehensive capital refinancing plan that closed on April 15,
2013, effective May 1, 2013, Gregory Blank and Scott McCarty were
appointed to the Company's Board of Directors.  Mr. Blank was
appointed to the Audit Committee and Compensation Committee of the
Company's Board of Directors, and Mr. McCarty was appointed to the
Audit Committee, Compensation Committee and Executive Committee of
our Board of Directors.  Messrs. Blank and McCarty are the
representatives on the Company's Board from two of its principal
shareholders, pursuant to the Amended and Restated Shareholders'
Agreement the Company and its direct and indirect parent companies
entered into on April 15, 2013, in connection with the
Refinancing.

Also in connection with the Refinancing, Martin Brand, Paul C.
Schorr, IV, and Anthony Bolland resigned from our Board of
Directors, effective April 25, 2013.  There is no disagreement of
any of Messrs. Brand, Schorr or Bolland with the Company's
operations, policies or practices known to any executive officer
of the Company.

                    About Travelport Holdings

Headquartered in Atlanta, Georgia, Travelport provides transaction
processing services to the travel industry through its global
distribution system business, which includes the group's airline
information technology solutions business.  During FYE2011, the
group reported revenues and adjusted EBITDA of US$2 billion and
US$507 million, respectively.

Travelport Limited incurred a net loss of $236 million in 2012, as
compared with net income of $172 million in 2011. The Company's
balance sheet at Dec. 31, 2012, showed $3.15 billion in total
assets, $4.36 billion in total liabilities and a $1.20
billion total deficit.

                           *     *     *

As reported by the TCR on Oct. 10, 2011, Standard & Poor's Ratings
Services lowered its long-term corporate credit ratings on travel
services provider Travelport Holdings Limited (Travelport
Holdings) and indirect subsidiary Travelport LLC (Travelport) to
'SD' (selective default) from 'CC'.

The downgrades follow the implementation of a capital
restructuring, which was necessary because of the Travelport
group's high leverage, weak liquidity, and the upcoming maturity
of its $693 million (as of end-June 2011) PIK loan in March 2012.
"According to our criteria, we view this restructuring as a
distressed exchange and tantamount to a default (see 'Rating
Implications Of Exchange Offers And Similar Restructurings,
Update,' published May 12, 2009, on RatingsDirect on the Global
Credit Portal)," S&P related.

In May 2012, Moody's Investors Service affirmed the Caa1 corporate
family rating (CFR) and probability of default rating (PDR) of
Travelport LLC.


TRIBUNE CO: Court Rejects Dombeck's $50,000 Claim
-------------------------------------------------
In its Twenty-Fourth Omnibus (Substantive) Objection to Claims,
reorganized Tribune Company asks the Bankruptcy Court to disallow
and expunge, among other proofs of claim, Claim No. 3060 filed by
Maureen Dombeck for $50,000 against Tribune, on the basis that no
liability for the claim was reflected in the Debtors' books and
records.  In a May 2 Memorandum available at http://is.gd/hEwgKt
from Leagle.com, Bankruptcy Judge Kevin J. Carey sustained the
Objection and disallowed and expunged Claim No. 3060.

                         About Tribune Co.

Chicago, Illinois-based Tribune Co. -- http://www.tribune.com/--
and 110 of its affiliates filed for Chapter 11 protection (Bankr.
D. Del. Lead Case No. 08-13141) on Dec. 8, 2008.  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 listed $7,604,195,000 in total assets and $12,972,541,148
in total debts.  Chadbourne & Parke LLP and Landis Rath LLP served
as co-counsel to the Official Committee of Unsecured Creditors.
AlixPartners LLP served as the Committee's financial advisor.
Landis Rath Moelis & Company served as the Committee's investment
banker.  Thomas G. Macauley, Esq., at Zuckerman Spaeder LLP, in
Wilmington, Delaware, represented the Committee in connection with
the lawsuit filed against former officers and shareholders for the
2007 LBO of Tribune.

Protracted negotiations and mediation efforts and numerous
proposed plans of reorganization filed by Tribune Co. and
competing creditor groups delayed Tribune's emergence from
bankruptcy.  Many of the disputes among creditors center on the
2007 leveraged buyout fraudulence conveyance claims, the
resolution of which is a key issue in the bankruptcy case.

Judge Kevin J. Carey issued an order dated July 13, 2012,
overruling objections to the confirmation of Tribune Co. and its
debtor affiliates' Plan of Reorganization.  In November 2012,
Tribune received approval from the Federal Communications
Commission to transfer media licenses, one of the hurdles to
implementing the reorganization plan.  Aurelius Capital Management
LP failed in halting implementation of the plan pending appeal.

Tribune Co. exited Chapter 11 protection Dec. 31, 2012, ending
four years of reorganization.  The reorganization allowed a group
of banks and hedge funds, including Oaktree Capital Management and
JPMorgan Chase & Co., to take over the media company.


TRINITY COAL: Section 341(a) Meeting Set on June 14
---------------------------------------------------
A meeting of creditors in the bankruptcy case of Trinity Coal
Corporation will be held on June 14, 2013, at 1:30 p.m. at US
Trustee Hearing Room 529, Lexington.

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

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

                        About Trinity Coal

Trinity Coal Corp. is a coal mining company that owns coal
deposits located in the Appalachian region of the eastern United
States, specifically, in Breathitt, Floyd, Knott Magoffin, and
Perry Counties in eastern Kentucky and in Boone, Fayette, Mingo,
McDowell and Wyoming Counties in West Virginia.

Trinity's coal mining operations are organized into six distinct
coal mining complexes. Three complexes are located in Kentucky and
are referred to as Prater Branch Resources, Little Elk Mining and
Levisa Fork.  The Kentucky Operations produced compliance and low
sulfur steam coal.  Three complexes are located in West Virginia
and are referred to as Deep Water Resources, North Springs
Resources and Falcon Resources.

Trinity is a wholly owned subsidiary of privately held
multinational conglomerate Essar Global Limited.

Credit Agricole Corporate & Investment Bank, ING Capital LLC and
Natixis, New York Branch filed an involuntary petition for relief
under Chapter 11 against Trinity Coal Corporation and 15
affiliates (Bankr. E.D. Ky. Lead Case No. 13-50364).  The three
entities say they are owed a total of $104 million on account
loans provided to Trinity.

On Feb. 14, 2013, Austin Powder Company, Whayne Supply Company and
Cecil I. Walker Machinery Co. filed an involuntary petition for
relief under Chapter 11 (Bankr. E.D. Ky. Case No. 13-50335)
against Frasure Creek Mining, LLC.  On Feb. 19, 2013, Credit
Agricole, ING Capital and Natixis joined as petitioning creditors.

On March 4, 2013, the Debtors filed their consolidated answer to
involuntary petitions and consent to an order for relief and
reservation of rights, thereby consenting to the entry of an order
for relief in each of their respective Chapter 11 cases.  An order
for relief in each of the Debtors was entered by the Court on
March 4, 2013, which converted these involuntary cases to
voluntary Chapter 11 cases.


TRINITY COAL: Has Final OK to Enter Into $15MM Secured DIP Credit
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Kentucky
entered on April 8, 2013, a final order:

(1) authorizing Trinity Coal Corporation, et al., to enter into a
Senior Secured Superpriority DIP Credit Facility which will
consist of (a) a DIP Revolving Facility in the amount of
$15 million and (b) a Roll-Up of the obligations in respect of
issued and outstanding letters of credit under the Pre-Petition
Credit Facility (the "LC Roll-Up Facility") in the aggregate
amount of $49.3 million.

(2) authorizing the Debtors' use of Cash Collateral and all other
collateral in accordance with a budget.

Proceeds will be used to: (i) provide operating cash for the
Debtors, (ii) provide access to letters of credit for the benefit
of the Debtors and (iii) provide working capital to the Debtors.

A copy of the Final DIP Facility Order is available at:

         http://bankrupt.com/misc/trinitycoal.doc267.pdf

The summary of terms and conditions of the DIP Facility includes:

   Borrower:                   Trinity Coal Corporation

   DIP Agent:                  Credit Agricole Corporate and
                               Investment Bank ("CACIB)

   DIP Lenders:                Lenders under the DIP Revolving
                               Facility will be a syndicate of
                               financial institutions, including
                               CACIB, as determined by the DIP
                               Agent.  The Lenders under the
                               Pre-Petition Credit Facility will
                               be the lenders under the LC
                               Roll-up Facility

   Termination Date:           The earliest to occur of, among
                               other things: (a) the Maturity
                               Date; (b) 15 days after the CRO
                               appointment date if the interim
                               order has not been entered; and (c)
                               45 days after the CRO appointment
                               date if the final order has not
                               been entered.

   Non-Default Interest Rate
   and Payment Terms:          Interest will be paid monthly on
                               all outstanding advances, accruing
                               at a per annum floating rate equal
                               to the sum of (a) the Base Rate,
                               plus (b) 8%.

Maturity Date" means the date that is 180 days after the CRO
Appointment Date (the "Initial Maturity Date"); provided that
within 15 days prior to the Initial Maturity Date the Debtors may
request that such Initial Maturity Date be extended to a date no
later than 270 days after the CRO Appointment Date (the
"Extended Maturity Date")

A copy of the terms of the DIP Financing is available for free at
http://bankrupt.com/misc/TRINITY_COAL_dipfinancingtermsheet.pdf

                        About Trinity Coal

Trinity Coal Corp. is a coal mining company that owns coal
deposits located in the Appalachian region of the eastern United
States, specifically, in Breathitt, Floyd, Knott Magoffin, and
Perry Counties in eastern Kentucky and in Boone, Fayette, Mingo,
McDowell and Wyoming Counties in West Virginia.

Trinity's coal mining operations are organized into six distinct
coal mining complexes. Three complexes are located in Kentucky and
are referred to as Prater Branch Resources, Little Elk Mining and
Levisa Fork.  The Kentucky Operations produced compliance and low
sulfur steam coal.  Three complexes are located in West Virginia
and are referred to as Deep Water Resources, North Springs
Resources and Falcon Resources.

Trinity is a wholly owned subsidiary of privately held
multinational conglomerate Essar Global Limited.

Credit Agricole Corporate & Investment Bank, ING Capital LLC and
Natixis, New York Branch filed an involuntary petition for relief
under Chapter 11 against Trinity Coal Corporation and 15
affiliates (Bankr. E.D. Ky. Lead Case No. 13-50364).  The three
entities say they are owed a total of $104 million on account
loans provided to Trinity.

On Feb. 14, 2013, Austin Powder Company, Whayne Supply Company and
Cecil I. Walker Machinery Co. filed an involuntary petition for
relief under Chapter 11 (Bankr. E.D. Ky. Case No. 13-50335)
against Frasure Creek Mining, LLC.  On Feb. 19, 2013, Credit
Agricole, ING Capital and Natixis joined as petitioning creditors.

On March 4, 2013, the Debtors filed their consolidated answer to
involuntary petitions and consent to an order for relief and
reservation of rights, thereby consenting to the entry of an order
for relief in each of their respective Chapter 11 cases.  An order
for relief in each of the Debtors was entered by the Court on
March 4, 2013, which converted these involuntary cases to
voluntary Chapter 11 cases.


TRY US: District Court Affirms $1.02 Million Realco Claim
---------------------------------------------------------
Senior District Judge Ortrie D. Smith affirmed a bankruptcy
court's Nov. 2, 2012 formal judgment determining that Try Us LLC
owed Realco Inc. a total of $1,022,549.20, representing the amount
due on a promissory note plus attorney fees.  The trustee for Try
Us filed a Motion to Set Aside Judgment, but the motion was
denied.  The Debtor and its trustee, Thomas J. O'Neal, then took
an appeal from the bankruptcy court order, contending that the
bankruptcy court lacked authority under Article III of the
Constitution to render a decision.

The Court concludes that "Article III of the Constitution permits
bankruptcy judges to issue final and binding decisions regarding
the validity and amount of claims made against a bankruptcy
estate. In this case, both parties agree the matter decided was of
such a nature: Debtor made such a representation when justifying
removal of the matter from state court, and Realco made such a
representation when it filed its Proof of Claim. Therefore,
Article III permitted the Bankruptcy Court to resolve the validity
and amount of Debtor's monetary obligation to this creditor.
Finally, even if Article III would not have permitted Congress to
grant such authority to a non-Article III decisionmaker, the
Debtor's consent to a final decision from the Bankruptcy Court
resolves any constitutional issue.  The Bankruptcy Court's
decision is affirmed."

Try Us is a Nevada limited liability company.  In 2005, it
purchased two mobile home parks and other property from Realco,
Inc.  As part of the transaction the parties executed a Property
Purchase Agreement, and the Debtor executed a Promissory Note and
Deed of Trust.  However, the Debtor allegedly failed to make
payments, leading Realco to file suit against the Debtor in the
Circuit Court of Pulaski County, Missouri.  The case presented two
claims: Count I was a claim on the promissory note and Count II
asserted unjust enrichment.

The suit was still pending when St. Robert, Missouri-based Try Us
filed its voluntary Chapter 11 bankruptcy petition (Bankr. W.D.
Mo. Case No. 12-60553) on March 30, 2012.  In mid-May, the Debtor
removed Realco's suit pursuant to 28 U.S.C. Sec. 1452, which
permits removal of suits to federal court if the court "has
jurisdiction of such claim or cause of action" under the
Bankruptcy Code.

In its Notice of Removal, the Debtor acknowledged the suit would
"significantly affect the administration of the estate and involve
the following core proceedings," including "the allowance or
disallowance of claims against the estate" and "the determination
of the status and priority of liens on property of the estate" and
further consented to the entry of final orders and judgments by
the Bankruptcy Court in the event any claims asserted in the suit
were deemed to not be core proceedings.

On June 5, Realco filed a Proof of Claim premised on the same
allegations asserted in the state court suit.  Ten days later,
Realco sought summary judgment on Count I; the matter was fully
briefed and, on September 21, the Bankruptcy Court (1) granted
Realco's Motion for Summary Judgment, (2) found Debtor owed Realco
$949,306.21 plus attorney fees, and (3) directed Realco to submit
information so the attorney fees could be ascertained.

The case is, CHARLES D. HAMILTON, TRUSTEE OF THE CHARLES D.
HAMILTON REVOCABLE TRUST DATED JULY 15, 1995; CHARLES D. HAMILTON
AND BRETT BRUNER, TRUSTEES OF THE REACLCO, INC. CHARITABLE
REMAINDER TRUST DATED JULY 9, 2004; CHARLES D. HAMILTON, TRUSTEE
OF THE CHARLES D. HAMILTON CHARITABLE REMAINDER TRUST; and REALCO,
INC., Appellees, v. TRY US, LLC and THOMAS J. O'NEAL, TRUSTEE FOR
THE BANKRUPTCY ESTATE OF TRY US, LLC, Appellants, Case No.
12-1476-CV-W-ODS (W.D. Mo.).  A copy of the Court's May 1, 2013
Order and Opinion is available at http://is.gd/ih9CSefrom
Leagle.com.

Bankruptcy Judge Arthur B. Federman presides over the Try Us case.
Tyce S. Smith, Esq. -- tyce@smithturley.com -- at Smith & Turley,
serves as counsel.  The Debtor scheduled $2,745,250 in assets and
$2,836,453 in liabilities.  A list of the Company's 18 largest
unsecured creditors filed together with the petition is available
for free at http://bankrupt.com/misc/mowb12-60553.pdf The
petition was signed by Imogene Springer, trustee of The Springer
Trust.

Thomas J. O'Neal was appointed as Trustee of the bankruptcy estate
on Oct. 31, 2013.

                     Constitutional Authority

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a St. Louis federal district judge ruled on May 1
that bankruptcy courts have constitutional authority to make final
judgments on allowance of claims based on state law.  The U.S.
Supreme Court has never ruled on the precise question of whether
bankruptcy courts, established under Article I of the
Constitution, have power to render final judgments on allowance of
claims.  Supreme Court decisions like Northern Pipeline in 1982
discussed the possibility that allowing a claim may invoke a
public right where there would be final adjudicative power.

A bankruptcy trustee from St. Louis, Thomas J. O'Neal, raised the
constitutional issue in a case where the bankruptcy court ruled on
cross motions for summary judgment and allowed a creditor's claim
under state law for $1 million.  On appeal, Mr. O'Neal argued that
only an Article III, life-tenured district judge could make a
final ruling on claim allowance.

U.S. District Judge Ortrie D. Smith ruled that "Article III of the
Constitution permits bankruptcy judges to issue final and binding
decisions regarding the validity and amount of claims made against
bankrupt estates."

The report notes that Judge Smith had two legs to his ruling. He
said that Article III permits bankruptcy judges to pass on claims.
Second, he said there is at least a "possibility" that ruling on
the validity and amount of claims based on state law invokes
public rights, where bankruptcy judges have the ability to make
final rulings.

Mr. O'Neal is deciding whether to appeal to the U.S. Court of
Appeals, said Jim Meadows, a lawyer for the trustee from
Polsinelli LLC.

The case is Try Us LLC v. Hamilton, 12-1487, U.S. District Court,
Western District of Missouri (St. Louis).


UNDERGROUND ENERGY: Receives Management Cease Trade Order
---------------------------------------------------------
Underground Energy Corporation disclosed that a Management Cease
was issued on May 2 that prohibits trading in securities of the
Corporation, whether directly or indirectly, by the Chief
Executive Officer and the Chief Financial Officer of the
Corporation.  As summarized in Underground's news release dated
April 24, 2013, this action was expected due to the delay in
filing its 2012 annual audited financial statements, management's
discussion and analysis and CEO and CFO certificates.  Should
Underground fail to file its 2012 Annual Financial Materials on or
before June 30, 2013, the BCSC may impose a cease trade order on
Underground such that all trading in securities of the Corporation
cease for such period as the BCSC may deem appropriate.

Until Underground completes the filing of the 2012 Annual
Financial Materials, Underground intends to comply with the
alternative information guidelines set out in National Policy 12-
203 - Cease Trade Orders for Continuous Disclosure Defaults ("NP
12-203") for issuers who have failed to comply with a specified
continuous disclosure requirement within the times prescribed by
applicable securities laws.  The guidelines, among other things,
require Underground to issue bi-weekly default status reports by
way of a news release so long as the 2012 Annual Audited Financial
Materials have not been filed.

Pursuant to the requirements of Section 4.4 of NP 12-203, the
Corporation reports the following:

Corporation expects to file its 2012 Annual Financial Materials on
or before June 30, 2013;

(ii) There have been no failures with respect to the Corporation
fulfilling its stated intention of satisfying the requirements of
the alternative information guidelines;

(iii) Other than the late filing of Forms 51-101F1, 51-101F2 and
51-101F3, which were filed on May 2, 2013 and were required to
have been filed by April 30, 2013, there has not been, nor is
there anticipated to be, any specified default subsequent to the
default which is the subject of the Default Notice; and

(iv) There is no other material information about the affairs of
the Corporation that has not otherwise been reported.

               About Underground Energy Corporation

Underground Energy Corporation-- http://www.ugenergy.com-- is
focused on developing its Zaca Field Extension Project in Santa
Barbara County, California.  In total, Underground currently holds
mineral rights on approximately 63,000 net acres of prospective
lands in California and Nevada with an initial focus on the
Monterey Shale in California.


UNIGENE LABORATORIES: Inks Transition Agreement with Enteris
------------------------------------------------------------
Unigene Laboratories, Inc., and Enteris entered into a transition
services agreement pursuant to which the Company will provide to
Enteris certain services thereunder relating to the operation of
the Business by Enteris, including, among other things (i) general
management, strategic planning, business development, sales and
marketing; and (iii) accounting and financial reporting.

In addition, certain additional employees of the Company,
including Ashleigh Palmer, chief executive officer of the Company,
and Brian Zietsman, chief financial officer of the Company, will
also provide the Services to Enteris under the TSA.

Public Auction

Victory Park Management, LLC, as administrative agent and
collateral agent under the Financing Agreement, held a public
auction conducted in accordance with Article 9 of the Uniform
Commercial Code for the sale of certain assets of Unigene
Laboratories, Inc., that secured approximately $56.7 million in
senior secured notes issued to affiliates of the Agent by the
Company as of that date.  The assets concerned included the
Company's PeptelligenceTM drug delivery and recombinant
manufacturing platforms and all other assets that comprised
Unigene's Biotechnologies strategic business unit.  The holders of
the senior secured notes made a credit bid of $15 million and, at
the conclusion of the public auction, were deemed the highest
bidder for the assets.

Allocation of the Credit Bid

The credit bid made at the public auction was allocated amongst
the following four affiliates of the Agent, which are holders of
senior secured notes issued by the Company in relation to the
Amended and Restated Financing Agreement dated as of March 16,
2010, by and among the Company, the Agent and the lender parties
thereto, and re-issued to the Lenders on Sept. 24, 2012 in
relation to the Forbearance Agreement and First Amendment to
Amended and Restated Financing Agreement, dated Sept. 21, 2012, by
and among the Company, the Agent and the Lenders:

Lender                                         Credit Bid
------                                         ----------
Victory Park Credit Opportunities, L.P.        $4,618,181
Victory Park Credit Opportunities
Intermediate Fund, L.P.                        $4,079,949
VPC Fund II, L.P.                              $3,880,484
VPC Intermediate Fund II (Cayman), L.P.        $2,421,384
                                              -----------
Total                                         $15,000,000

Closing of the Sale of Biotechnology Assets

On April 25, 2013, the Biotechnology Assets were acquired by the
Lenders in accordance with Article 9 of the Uniform Commercial
Code in exchange for the satisfaction and discharge of $15 million
outstanding under the Re-Issue Notes.  On that date, the Agent, in
its capacity as the administrative agent and collateral agent for
each of the Lenders, executed and delivered a bill of sale
pursuant to which it sold to the Lenders, the Biotechnology
Assets.  The Biotechnology Assets were subsequently contributed by
the Lenders to Enteris BioPharma, Inc., an affiliate of the
Lenders.

Re-Issue Notes

Effective April 25, 2013, the Re-Issue Notes were reissued to
reflect the current amounts outstanding under the Re-Issue Notes
as a result of the credit bid.  

All other terms and conditions of the Re-Issue Notes remain the
same.  After accounting for the credit bid, approximately $41.7
million remains outstanding under the Re-Issue Notes and the other
senior secured notes held by the Lenders.

Richard Levy

Mr. Richard Levy has been the Managing Principal and founder of
Victory Park Capital since September 2007.  Pursuant to the
Financing Agreement, in March 2010 Mr. Levy became a member of the
Company's Board of Directors, Chairman of the Board and a member
of the Company's Nominating and Corporate Governance Committee.
In addition, the Company agreed that until such time as (i) the
aggregate principal amount outstanding under the senior secured
convertible notes issued to Victory Park is less than $5 million
and (ii) Victory Park beneficially owns less than 20% of the
issued and outstanding shares of the Company's common stock, the
Company's Nominating and Corporate Governance Committee will take
all actions reasonably necessary to recommend the nomination of,
and the Board of Directors of the Company will nominate for re-
election to the Board of Directors, Mr. Levy (or a substitute or
replacement designated by Victory Park).  Each of the Agent, the
Lenders and Enteris is an affiliate of Mr. Levy.

A copy of the Form 8-K is available for free at:

                        http://is.gd/3k4FjO

                           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.

Unigene disclosed a net loss of $34.28 million on $9.43 million of
total revenue for the year ended Dec. 31, 2012, as compared with a
net loss of $7.09 million on $20.50 million of total revenue
during the prior year.  The Company incurred a $32.53 million net
loss in 2010.

The Company's balance sheet at Dec. 31, 2012, showed $11.31
million in total assets, $110.05 million in total liabilities and
a $98.73 million total stockholders' deficit.

Grant Thornton LLP, in New York, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that
the Company has incurred a net loss of $34,286,000 during the year
ended Dec. 31, 2012, and, as of that date, has an accumulated
deficit of approximately $216,627,000 and the Company's total
liabilities exceeded total assets by $98,740,000.  These
conditions raise substantial doubt about the Company's ability to
continue as a going concern.

                         Bankruptcy Warning

"We had cash flow deficits from operations of $3,177,000 for the
year ended December 31, 2012, $6,766,000 for the year ended
December 31, 2011 and $1,669,000 for the year ended December 31,
2010.  Our cash and cash equivalents totaled approximately
$3,813,000 on December 31, 2012.  Based upon management's
projections, we believe our current cash will only be sufficient
to support our current operations through approximately March 31,
2013.  Therefore, we need additional sources of cash in order to
maintain all or a portion of our operations.  We may be unable to
raise, on acceptable terms, if at all, the substantial capital
resources necessary to conduct our operations.  If we are unable
to raise the required capital, we may be forced to close our
facilities and cease our operations.  If we are unable to resolve
outstanding creditor claims, we may have no other alternative than
to seek protection under available bankruptcy laws.  Even if we
are able to raise additional capital, we will likely be required
to limit some or all of our research and development programs and
related operations, curtail development of our product candidates
and our corporate function responsible for reviewing license
opportunities for our technologies."


UNITED CONTINENTAL: Moody's Rates $300MM Sr. Unsecured Notes 'B2'
-----------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to the $300 million
of new senior unsecured notes due 2018 to be issued by United
Continental Holdings, Inc. United Airlines, Inc. will guarantee
the Notes on an unsecured basis. The Corporate Family rating of
UAL is B2. The rating outlook is stable.

Ratings Rationale:

The B2 Corporate Family rating considers UAL's good liquidity
profile, competitive market position and credit metrics that are
somewhat weak for the B2 rating category. The ratings anticipate
that UAL will sustain good liquidity notwithstanding expected
negative free cash flow generation in at least the next two years
because of higher capital expenditures for new aircraft and other
capital investments. While UAL could also experience modest
pressure on operating cash flow should industry demand weaken
because of lower than expected economic growth, continued careful
management of capacity should enable the company to manage such
pressures.

The stable outlook reflects Moody's belief that challenging
elements of the integration of the airline operations have been
substantially addressed, alleviating potential challenges in
upcoming quarters as the company focuses on improving its traffic
and revenue performance. Good liquidity, supported by unrestricted
cash of $5.4 billion at March 31, 2013 and the recently arranged
$1.0 billion revolving credit due in 2018, provides sufficient
cushion to fund remaining integration costs, debt maturities and
other potential calls on cash in the event cash flow from
operations was to unexpectedly decline. The stable outlook also
anticipates ongoing capacity discipline by UAL, and the industry,
and vigilance in controlling non-fuel costs by UAL; each of which
should help mitigate pressure on earnings during periods of
declining passenger counts.

Sustained stronger credit metrics such as Funds from operations +
interest to interest of at least 3.0 times, Debt to EBITDA below
5.5 times and or Free Cash Flow to Debt of at least 4% could
positively pressure the ratings. The ratings could face downwards
pressure if the company is unable to maintain its EBIT margin
above 5% while its cost of jet fuel surpassed $3.40 per gallon or
if aggregate liquidity including cash and availability on
revolving credit facilities was sustained below $4.0 billion.
Sustained negative free cash flow generation, Debt to EBITDA of
more than 7.0 times or Funds from operations + interest to
interest of below 2.0 times could also lead to a negative rating
action.

The principal methodology used in this rating was the Global
Passenger Airlines Industry Methodology published in May 2012.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

United Continental Holdings, Inc. (NYSE: UAL) is the holding
company for United Airlines, Inc. United Airlines and its regional
operation, United Express, offer approximately 5,500 daily
departures to 381 destinations. In 2012, United and United Express
carried more passenger traffic than any other airline in the world
and operated nearly two million flights carrying 140 million
customers.


UNITED CONTINENTAL: S&P Rates $300MM Senior Unsecured Notes 'B'
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' issue rating
to United Continental Holdings Inc.'s (B/Stable/--) $300 million
senior unsecured notes due 2018.  S&P also assigned a '4' recovery
rating, indicating its expectation of average (30%-50%) recovery
in a default scenario.  The notes are guaranteed by the company's
main operating subsidiary, United Airlines Inc. (B/Stable/--),
which was formed recently from the merger of the United Air Lines
Inc. and Continental Airlines Inc.  Absent the guarantee, the
notes would be rated two notches below S&P's corporate credit
rating on United Continental because of structural subordination.
However, because of the guarantees, we rate them at the level of
senior unsecured debt of United Airlines.

Issuance of the notes has no material impact on S&P's recovery
analysis of United Continental or United Airlines.  S&P raised its
issue ratings on the senior unsecured debt of the subsidiaries and
on parent debt guaranteed by United to 'B' and revised its
recovery rating to '4' on Nov. 20, 2012.  Please see the recovery
report on United Continental published Dec. 4, 2012, on
RatingsDirect for further recovery analysis.  The merger of the
United and Continental subsidiaries had no rating implications for
S&P's ratings on obligations of either entity or parent United
Continental Holdings (please see S&P's bulletin dated April 5,
2013).

Chicago-based United Continental is the largest U.S. airline, and
the world's largest based on traffic.  S&P's corporate credit
rating reflects the company's substantial market position and
expected synergies from the 2010 merger of UAL Corp. and
Continental Airlines Inc., and also the company's heavy debt and
lease burden.  S&P characterizes United Continental's business
position as "weak," its financial profile as "highly leveraged,"
and its liquidity as "adequate."

RATINGS LIST

United Continental Holdings Inc.
Corporate Credit Rating               B/Stable/--

Ratings Assigned

United Continental Holdings Inc.
Senior Unsecured
  $300 mil notes due 2018              B
   Recovery Rating                     4


US XPRESS: S&P Places 'B-' Corp. Credit Rating on Watch Negative
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
ratings on Chattanooga, Tenn.-based US Xpress Enterprises Inc.,
including the corporate credit rating to 'B-' from 'B'.  At the
same time, S&P placed the ratings on CreditWatch with negative
implications.

"The downgrade reflects US Xpress' deteriorating profitability,
operational challenges, and constrained liquidity position," said
Standard & Poor's credit analyst Anita Ogbara.  As a result, S&P
now characterizes the financial risk as "highly leveraged"
(revised from "aggressive") and the liquidity as "less than
adequate" (revised from "adequate") based on S&P's criteria.  The
CreditWatch placement reflects S&P's expectation that US Xpress'
cushion under its revised covenants may be limited as the
covenants tighten.  The proposed covenant amendment includes a
revised maximum leverage covenant, which tightens in the fourth
quarter of 2013 and first quarter of 2014.

US Xpress is the fifth-largest truckload carrier, measured by
revenues, in the U.S.  It operates a fleet of approximately 6,000
tractors and 17,000 trailers in more than 30 major terminals,
primarily located in the U.S.  Although the company maintains a
sizeable market position, it operates in a very fragmented
industry where the top 10 truckload companies account for less
than 5% of the total for-hire truckload market.

S&P's assessment of management and governance as "weak" reflects
US Xpress' operational challenges that reflect potential problems
with the adequacy of internal planning and controls.  However, S&P
expects this privately held company's operations to gradually
benefit from new productivity initiatives and a focus on avoiding
any repetition of internal control missteps.

S&P will monitor developments in the company's covenant cushion
and liquidity position.  S&P could lower the ratings further if US
Xpress is unsuccessful in completing the proposed amendment.  S&P
could affirm the current ratings if the company improves its
liquidity position and covenant headroom.


USA COMMERCIAL: Judge Rules in Lenders' Suit v. Compass USA
-----------------------------------------------------------
3685 SAN FERNANDO LENDERS, LLC et al., Plaintiffs, v. COMPASS USA
SPE LLC, et al., Defendants, No. 2:07-cv-00892-RCJ-GWF (D. Nev.),
arises out of the attempts of certain direct lenders to terminate
a bankrupt entity and its assigns -- one of whom is now itself
bankrupt -- as loan servicers. In an April 25, 2013 Order
available at http://is.gd/uBatwLfrom Leagle.com, District Judge
Robert C. Jones rejected three Proposed Final Judgments submitted
in the case.

USA Commercial Mortgage Co. was a loan servicing company that went
bankrupt. At an auction pursuant to those bankruptcy proceedings,
Compass USA SPE, LLC purchased USA Commercial's interest in
thousands of Loan Servicing Agreements.  Those LSAs were contracts
between USA Commercial and various financial institutions and
individuals -- Direct Lenders -- that had lent money for the
purchase of commercial real estate.  The LSAs gave USA Commercial
the right to administer the loans on behalf of the Direct Lenders.
Silar Advisors, LP and Silar Special Opportunities Fund, LP
financed Compass's purchase of the LSAs, retaining a security
interest in the LSAs. Silar later assigned the loan and
corresponding security interest in the LSAs to Asset Resolution,
LLC, an entity created and owned by Silar for this purpose. Asset
Resolution eventually foreclosed on the LSAs.

Certain Direct Lenders subsequently formed various companies, who
along with the Jones Vargas Direct Lenders sued Compass in Nevada
District Court to determine their rights and obligations under the
LSAs and for various torts. Asset Resolution and Silar intervened,
and soon thereafter they filed an Amended Answer to the Second
Amended Complaint and Asset Resolution, LLC's Counterclaims. Those
counterclaims, brought against approximately 65 Counterdefendants,
were for declaratory judgment, breach of contract, breach of the
covenant of good faith and fair dealing, permanent injunction, and
quantum meruit.

Further complicating matters, on October 14, 2009, Asset
Resolution and Silar filed a Notice of Commencement of Chapter 11
Bankruptcy Cases, indicating that Asset Resolution, but not Silar
itself, had filed for Chapter 11 bankruptcy in the United States
Bankruptcy Court for the Southern District of New York. On
November 24, 2009, the Bankruptcy Court for the Southern District
of New York granted a motion for transfer of venue, transferring
the bankruptcy action to the Bankruptcy Court for the District of
Nevada.  The Nevada District Court withdrew the bankruptcy
proceedings from the Bankruptcy Court and converted Asset
Resolution's bankruptcy to Chapter 7, which rulings have been
affirmed by the Court of Appeals.

A jury awarded approximately 50 Plaintiffs over $5 million in
damages in December 2010. The Court ruled on several post-trial
motions in August 2011. On September 6, 2012, the Court entered an
Agreed Order Regarding Settlement and Related Relief in the In re
Asset Resolution Chapter 7 bankruptcy case.  Pursuant to that
order, Plaintiffs have filed three proposed orders in the case.

First, the Plaintiffs asked the Court to enter final judgment
against Silar, Asset Resolution, and Boris Piskun.  Some non-
parties objected to the form of the proposed judgment, because it
purported to extend the effect of certain language in the Agreed
Order beyond the parties to the present case. Plaintiffs submitted
a revised proposed judgment to which no party has objected.  The
Court will enter that proposed judgment.

Second, the Plaintiffs ask the Court to enter final judgment
against Compass and David Blatt. Compass and Blatt have objected
to the form of the proposed judgment because: (1) the proposed
judgment contains recitals of prior pleadings in violation of
Fed.R.Civ.P. Rule 54(a); (2) footnote 1 indicates that although
Compass and Blatt had defaulted, they were permitted to dispute
damages at trial, and that the judgment is therefore "final" not
"default"; (3) the proposed judgment purports to award damages to
ten putative plaintiffs not listed in the Second Amended
Complaint; (4) the proposed judgment fails to note that the
dismissed former LLC Plaintiffs should take nothing; and (5) line
15 of page 25 is blank with respect to the interest rate.

Plaintiffs reply that: (1) the first objection can be cured by
entering the proposed judgment as a memorandum opinion and order
and then entering a separate final judgment incorporating it; (2)
the second objection can be cured by deleting the second sentence
of footnote 1; (3) the 10 objected-to Plaintiffs were named in the
Third Amended Complaint; (4) the former Plaintiff LLCs should
indeed take nothing; and (5) the Court should fill in the blank on
line 15 of page 25 with the applicable post-judgment interest
rate. Compass and Blatt reply that they still object to the
inclusion of the ten Plaintiffs they noted in their objection
because they were never served with the Third Amended Complaint
but defaulted on the Second Amended Complaint. The Court sustains
the objection to the 10 additional Plaintiffs1 but otherwise
agrees with Plaintiffs' proposed resolutions as stated in their
reply.

According to Judge Jones, the Court will not enter the proposed
judgments as written. Plaintiffs shall submit for the Court's
signature a proposed memorandum opinion and order (or orders)
consistent with the proposed final judgments already filed, but
which incorporate the changes Plaintiffs have recommended in reply
to Compass's and Blatt's response, supra, as well as a proposed
final judgment (or judgments) that incorporates but does not
recite those findings.


VISUALANT INC: Has Option to Buy 4-Mil. Shares From Ascendiant
--------------------------------------------------------------
Visualant, Inc., entered into an Option Agreement with Ascendiant
Capital Partners, LLC, pursuant to which the Company has the
option to purchase from Ascendiant 4,000,000 shares of common
stock of the Company for a total purchase price of $300,000 for
expected retirement to treasury.  The option must be exercised and
payment for the shares must be made on or before May 31, 2013.
Ascendiant was issued a total of 4,564,068 shares of common stock
on April 26, 2013, as a result of Ascendiant's cashless exercise
of a warrant.  On Jan. 23, 2013, the Company had agreed to
repurchase the Ascendiant Warrant for a purchase price of
$300,000, payment of which was due by March 31, 2013; however, the
Company did not complete that purchase, thereby enabling
Ascendiant to exercise the Ascendiant Warrant on April 26, 2013.

On Jan. 23, 2013, the Company entered into an Amendment to Warrant
Purchase Agreement with Gemini Master Fund, Inc.  The Company is
currently accruing interest at 18% on the $250,000 balance due to
Gemini.

                        About Visualant Inc.

Seattle, Wash.-based Visualant, Inc., was incorporated under the
laws of the State of Nevada on Oct. 8, 1998.  The Company
develops low-cost, high speed, light-based security and quality
control solutions for use in homeland security, anti-
counterfeiting, forgery/fraud prevention, brand protection and
process control applications.

Visualant incurred a net loss of $2.72 million for the year
ended Sept. 30, 2012, compared with a net loss of $2.39 million
for the same period during the prior year.

The Company's balance sheet at Dec. 31, 2012, showed $4.69 million
in total assets, $4.94 million in total liabilities, $38,490 in
noncontrolling interest and a $280,232 total stockholders'
deficit.

PMB Helin Donovan, LLP, in Nov. 10, 2012, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Sept. 30, 2012.  The independent auditors noted that
the Company has sustained a net loss from operations and has an
accumulated deficit since inception which raise substantial doubt
about the Company's ability to continue as a going concern.


VPR OPERATING: Creditors Say CEO's Missteps Warrant Ch. 11 Trustee
------------------------------------------------------------------
Brian Mahoney of BankruptcyLaw360 reported that creditors of oil
and gas company VPR Corp. asked a Texas bankruptcy judge Tuesday
to oust company CEO Robert Pullen and appoint a trustee, citing a
separate judge's findings that Pullen had allegedly defrauded
investors in another bankrupt energy company.

According to the report, VPR's official committee of creditors
asked U.S. Bankruptcy Judge Tony M. Davis in an emergency motion
to appoint a trustee in the case, saying Pullen allegedly misled
investors of Fidelity Land. Co. when he was an executive for that
company.

VPR Operating, LLC, and three related entities sought Chapter 11
protection (Bankr. W.D. Tex. Lead Case No. 13-10599) in Austin
on March 29, 2013.  VPR estimated assets and debts of at least
$50 million.  Brian John Smith, Esq., at Patton Boggs LLP, serves
as the Debtor's counsel.  Judge Craig A. Gargotta presides over
the case.

Privately owned VPR is an oil and gas company focused on acquiring
and developing assets in the domestic onshore basins of the United
States.  It has 53 producing wells, which generate revenue of
approximately $375,000 per month on average after royalty
payments.  VPR was founded in 2008, and maintains producing oil
and gas properties in Oklahoma and New Mexico.


WALLACE & GALE: Maryland Appeals Court Flips Rulings v. Trust
-------------------------------------------------------------
The Wallace & Gale Settlement Trust appeals verdicts rendered
against it by a jury sitting in the Circuit Court for Baltimore
City, as to claims of survival and wrongful death in four cases
consolidated for trial, in favor of:

     (1) in the Carter case, plaintiffs, Sonia Carter and
         the Estate of Rufus Carter, and use plaintiffs,
         Rufus Carter, Jr., Kenneth Carter, and Natasha Sloan;

     (2) in the James case, plaintiff, the Estate of Levester
         James, and use plaintiffs, Katherine James, Monica
         James, and Kevin James;

     (3) in the Lawrence case, plaintiffs, Bernice Lawrence and
         the Estate of Mayso Lawrence, Sr., and use plaintiffs,
         Elaine McPherson, Mayso Lawrence, Jr., Phaedra Bailey,
         Tyrone Lawrence, Cephus Lawrence, Sean Lawrence, and
         Tanesha Lawrence; and

     (4) in the Hewitt case, plaintiffs, Annette Hewitt, Roger
         Hewitt, Jr., and the Estate of Roger Hewitt, and use
         plaintiffs, Idalyn Williams and Penny Hewitt.

Following trial, the Trust moved for judgment notwithstanding the
verdict or for remittitur or new trial, which the circuit court
denied.

The Trust noted an appeal raising three issues:

      I. Did the circuit court err in allowing substantial damage
         awards to 15 "use plaintiffs" who never joined any case
         prior to verdict?

     II. Did the circuit court err in the Hewitt case by
         rejecting allocation of damages according to the
         respective harm caused by smoking and exposure to
         asbestos?

    III. Did the circuit court err in instructing the jury that
         suppliers and installers have a duty to inspect,
         analyze, and test any product that they supply or
         install?

In a May 2, 2013 Opinion available at http://is.gd/LdDvgGfrom
Leagle.com, a three-judge panel of the Court of Special Appeals of
Maryland answered questions I and II in the affirmative and
question III in the negative.

"We, therefore, reverse and vacate the judgments entered against
appellant in favor of the use plaintiffs, concluding that the
statute of limitations now bars the use plaintiffs from bringing
wrongful death claims. As to the Hewitt case, we reverse the
judgments entered against appellant in favor of the plaintiffs,
and remand for a new trial.  We affirm the judgments entered
against appellant in favor of the plaintiffs in the Carter case,
the James case, and the Lawrence case," the Special Appeals Court
said.

The case is, THE WALLACE & GALE ASBESTOS SETTLEMENT TRUST, v.
SONIA CARTER, ET AL, No. 2018. September Term, 2011 (Md. Spec.
App.).

Established in 1881, Wallace & Gale, Incorporated was a Baltimore-
based insulation and roofing contractor that installed asbestos-
containing products for various companies, including Bethlehem
Steel and American Smelting & Refining Company.  On Nov. 16, 1985,
W&G filed a voluntary Chapter 11 bankruptcy petition.  On April
17, 2001, the United States Bankruptcy Court for the District of
Maryland entered an order confirming the Fourth Amended Joint Plan
of Reorganization, creating the Wallace & Gale Settlement Trust,
an entity that assumed W&G's liabilities resulting from asbestos
claims.

On Nov. 2, 2010, the United States Bankruptcy Court for the
District of Maryland approved the "Second Amended and Restated
Asbestos BI Claims Resolutions Procedures."  Section 5.4(b) of the
Procedures provided for the tolling of the statute of limitations
applicable to claims against the Trust.  Pursuant to Section
5.4(b), claims accruing after the petition date, Nov. 16, 1985,
and prior to the implementation date, Aug. 26, 2009, were required
to be brought against the Trust before: (1) the expiration of the
90-day period immediately following the date that the Claims
Materials were made publicly available to claimants, Sept. 28,
2010, or (2) the expiration of the statute of limitations
applicable to the claim, whichever was later.


WARNER SPRINGS: Sells Resort to Pacific Hospitality
---------------------------------------------------
On April 12, 2013, the U.S. Bankruptcy Court for the Southern
District of California entered a final order approving the sale of
substantially all of the assets of the estate of Warner Springs
Ranchowners Association and Co-owners therein to purchaser Warner
Springs Ranch Resorts, LLC, the winning bidder of the Ranch at the
auction which was held on March 6, 2013.

According to the Successful Bidder Purchase and Sale Agreement,
dated as of March 25, 2013, the total purchase price to be paid by
Buyer to Seller for the Property will be $11,750,000.

The Seller is a company created by hotel management and
development company Pacific Hospitality Group.

The ownership of the Land and Improvements is divided into
precisely 2000 whole undivided tenancy-in-common fee interests ,
including a number of deeded half interests (collectively, the
"UDIs").  WSRA holds recorded title to approximately 1021
whole UDIs (including any half interest UDIs) for the benefit of
its members and the remaining UDIs are owned by its members as co-
owners holding either half interest or full UDIs.

The bankruptcy judge rejected a prior offer from the Pala Band of
Mission Indians.

                  About Warner Springs Ranchowners

Warner Springs Ranchowners Association, a California non-profit
mutual benefit corporation, filed for Chapter 11 protection
(Bankr. S.D. Cal. Case No. 12-03031) on March 1, 2012.  Judge
Louise DeCarl Adler presides over the case.  Megan Ayedemo, Esq.,
and Jeffrey D. Cawdrey, Esq., at Gordon & Rees LLP, represent the
Debtor.  The Debtor has hired Andersen Hilbert & Parker LLP as
special counsel.  Timothy P. Landis, P.H., serves as the Debtor's
environmental consultant.

The Debtor's schedules disclosed $14,079,894 in assets and
$1,466,076 in liabilities as of the Chapter 11 filing.

Warner Springs Ranchowners Association manages and co-owns 2,300
acres of unencumbered rural land known as the Warner Springs Ranch
in San Diego County, California.  The improvements on the Property
include 250 cottage style hotel rooms, an 18 hole golf course,
service/gasoline station, tennis courts, an aquatics center, an
equestrian center, an airport, a spa, and two restaurants.


WATERFRONT OFFICE: Section 341(a) Meeting Postponed to May 13
-------------------------------------------------------------
A meeting of creditors in the bankruptcy case of Waterfront Office
Building, LP, will be held on May 13, 2013, at 4:00 p.m. at Office
of the UST.

This is the first meeting of creditors required under Section
341(a) of the 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.

Waterfront Office Building LP and Summer Office Building LP filed
for Chapter 11 protection (Bankr. Conn.D.C. Case Nos. 12-52121 and
12-52122) on Nov. 27, 2012.  Waterfront estimated at least $50
million in assets and at least $50 million in liabilities.  Summer
estimated at least $10 million in assets and at least $50 million
in liabilities.  James Berman, Esq., at Zeisler And Zeisler, P.C.,
in Bridgeport, Connecticut, serve as counsel to the Debtors.


WORLDSPACE INC: To Pay $2.4-Mil. to Settle Fraud Suit
-----------------------------------------------------
Matt Chiappardi of BankruptcyLaw360 reported that the lead
plaintiff in a six-year-old securities fraud class action against
bankrupt satellite radio operator WorldSpace Inc asked a federal
judge in New York on Thursday to approve a $2.4 million settlement
of claims that the radio operator inflated its stock price by
artificially pumping up its subscriber base.

According to the report, the parties in the case initially came to
the settlement in October, with WorldSpace, several of its
executives and underwriters UBS Securities LLC and Cowen & Co. LLC
agreeing to settle claims in the case.

                      About WorldSpace, Inc.

WorldSpace, Inc., provided satellite-based radio and data
broadcasting services to paying subscribers in 10 countries
throughout Europe, India, the Middle East, and Africa.  WorldSpace
was founded in 1990 and is headquartered in Silver Spring,
Maryland.

The Debtor and two of its affiliates filed for Chapter 11
bankruptcy protection (Bankr. D. Del., Case Nos. 08-12412 through
08-12414) on Oct. 17, 2008.  James E. O'Neill, Esq., Laura Davis
Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl
& Jones, LLP, serve as the Debtors' bankruptcy counsel.  Kurtzman
Carson Consultants serves as claims and notice agent.  Neil
Raymond Lapinski, Esq., and Rafael Xavier Zahralddin-Aravena,
Esq., at Elliot Greenleaf, represent the Official Committee of
Unsecured Creditors.  When the Debtors filed for bankruptcy, they
listed total assets of $307,382,000 and total debts of
$2,122,904,000.

WorldSpace completed the sale of substantially all assets related
to business effective June 23, 2010.  The assets were sold to a
company controlled by WorldSpace Chief Executive Officer Noah
Samara under a $5.5 million contract.  Samara had defaulted on a
prior contract to purchase the assets for $28 million.  The sale
to Samara was arranged after WorldSpace couldn't agree on a sale
to Liberty Satellite Radio LLC, which had been financing the
Chapter 11 case.


XINERGY CORP: S& Withdraws 'CCC' Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services said it withdrew the the 'CCC'
corporate credit rating and 'CCC-' senior secured debt rating on
Knoxville, Tenn.-based Xinergy Corp. at the company's request.
The outlook at the time of the withdrawal was negative.

"At the time of the withdrawal, the corporate credit rating on
Xinergy reflected what we consider to be the combination of the
company's 'highly leveraged' financial risk and 'vulnerable'
business risk, characterized by the company's small size,
unprofitable operations, and high debt burden," said Standard &
Poor's credit analyst Gayle Podurgiel.

While S&P expects Xinergy to have sufficient liquidity to cover
expected capital spending this year, the company's ability to meet
its obligations depends on increasing coal production as
contemplated and an improvement in market conditions.  For
additional information about Xinergy, please see our research
update published April 26, 2013.


* Dividend Recaps No Impact on Investor Recoveries During Default
-----------------------------------------------------------------
When US companies default on their debt after completing debt-
funded dividend recaps, investor recoveries at the corporate
family level are consistent with the historical average for all US
non-financial corporate defaults, Moody's Investors Service says
in a new report. Although dividend recaps weaken credit quality,
the view that they "hollow out" companies is not borne out by
recovery data.

"Our review revealed that the average family-level recovery rate
at default where a company had completed a dividend recap was 61%,
close to the 54.5% average for 1,000 defaults of non-financial
companies dating back to 1988. The results are consistent with
other Moody's default research, which has found that higher
leverage has not translated into lower family recoveries," says
David Keisman, Moody's Senior Vice President and author of the
report, "US Dividend Recap Defaults and Recoveries: Hollow
Threat."

Moody's compared 16 companies that defaulted between 2001 and 2010
after completing a dividend recap with 1,000 defaults drawn from
Moody's Ultimate Recovery Database, as well as subsets of 200
defaults of companies that had undergone leveraged buyouts and 104
defaulted companies with covenant-lite loans. The dividend recap
companies had family-level recoveries similar to the other groups.

Among the 16 dividend recap companies, recoveries for debt at the
top of the capital structure averaged close to 90%, Keisman says,
while subordinated debt tranches fared much worse. But recovery
rates were similar among defaulting companies, whether or not they
had recapitalized to fund payouts to shareholders. Nearly three
quarters of the defaulting companies in the study that executed
dividend recaps had private equity sponsors.

During the last default cycle, default rates for companies that
executed dividend recaps were consistent with similarly rated
companies that did not complete recaps, Keisman says, indicating
that companies' credit ratings properly account for the increased
risk attributable to these transactions.


* Moody's: Programming Costs to Impact Smaller US Cable Operators
-----------------------------------------------------------------
Smaller cable operators will feel rising programming costs more
acutely than their larger peers, Moody's Investors Service says in
a new report. Programming costs have been escalating as all
content providers look to offset the impact of media fragmentation
and increasing competition for advertising revenue with higher
subscriber fees.

"The smaller companies have less bargaining power and will
therefore likely face steeper increases, limiting their upside
growth potential," says analyst Karen Berckmann in "Smaller Cable
Operators Face Growing Pressure as Programming Costs Escalate."

Smaller companies facing steeper programming costs include Harron,
RCN and WaveDivision Holdings LLC, Berckmann says. Each has less
than 400,000 video subscribers. Mid-size operators such as Charter
Communications Inc. and Cequel Communications Holdings I, LLC,
which have more than a million subscribers, will do better.
Charter has the most to gain relative to other operators as it
regains its bargaining power post-bankruptcy and cuts better
pricing deals than it was able to do earlier. Comcast Corp. and
Time Warner Cable Inc., which have about 22 million and about 12
million subscribers, respectively, have the most significant scale
benefits.

The gap between small and large operators will likely widen over
the next couple of years as retransmission fees comprise a growing
portion of content costs, according to the report. Also, "the
bargaining disadvantage of smaller operators could worsen as
broadcasters continue to consolidate," Berckmann says. That in
turn could provide the impetus for more consolidation among
smaller cable companies.

Pay TV operators have limited ability to pass on the higher costs,
but offering more value to customers through expanding TV
Everywhere options could boost retention. Moody's does not expect
a significant change in the structure of programming contracts
that would allow for a la carte options or material changes in
consumer programming packages over the next couple of years,
despite lawsuits and political rhetoric. However, Moody's believes
that eventually operators will face pressure to modify the current
linear distribution model and offer smaller, more affordable
programming packages, and operators are beginning to demand more
flexibility.


* S&P: Withdraws 67 Ratings on 14 U.S. RMBS Transactions
--------------------------------------------------------
Standard & Poor's Rating Services withdrew its ratings on 67
classes from 14 U.S. second-lien (including home equity line of
credit, closed-end second-lien, and second-lien high-combined
loan-to-value) residential mortgage-backed securities (RMBS)
transactions.  The affected securities were issued between 2001
and 2006 and are backed primarily by second-lien mortgage loans.

All of the classes within each of the affected transactions were
rated 'D (sf)'.  These classes have taken realized losses, and in
some cases the outstanding balance is currently zero.

The withdrawals follow the application of S&P's policy for the
withdrawal of ratings.

          STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

SEC Rule 17g-7 requires an NRSRO, for any report accompanying a
credit rating relating to an asset-backed security as defined in
the Rule, to include a description of the representations,
warranties and enforcement mechanisms available to investors and a
description of how they differ from the representations,
warranties and enforcement mechanisms in issuances of similar
securities.  The Rule applies to in-scope securities initially
rated (including preliminary ratings) on or after Sept. 26, 2011.

If applicable, the Standard & Poor's 17g-7 Disclosure Report
included in this credit rating report is available at:

            http://standardandpoorsdisclosure-17g7.com

RATINGS LIST

Ratings Withdrawn

CWABS Asset-Backed Certificates Trust 2006-SPS2
Series 2006-SPS2
                               Rating
Class      CUSIP       To                   From
A          12667BAA2   NR                   D (sf)
M-1        12667BAB0   NR                   D (sf)
M-2        12667BAC8   NR                   D (sf)
M-3        12667BAD6   NR                   D (sf)
M-4        12667BAE4   NR                   D (sf)
M-5        12667BAF1   NR                   D (sf)
M-6        12667BAG9   NR                   D (sf)
M-7        12667BAH7   NR                   D (sf)

GMACM Home Equity Loan Trust 2001-HE2
Series 2001-HE2
                               Rating
Class      CUSIP       To                   From
I-A-1      361856BH9   NR                   D (sf)
I-A-2      361856BJ5   NR                   D (sf)

GMACM Home Equity Loan Trust 2001-HE3
Series 2001-HE3
                               Rating
Class      CUSIP       To                   From
A-1        361856BR7   NR                   D (sf)
A-2        361856BS5   NR                   D (sf)

GMACM Home Equity Loan Trust 2004-HE1
Series 2004-HE1
                               Rating
Class      CUSIP       To                   From
A-3        361856CV7   NR                   D (sf)
VPRN       76112B3V0   NR                   D (sf)

Home Equity Mortgage Trust 2003-7
Series 2003-7
                               Rating
Class      CUSIP       To                   From
B          22541Q3J9   NR                   D (sf)

Nomura Asset Acceptance Corporation, Alternative Loan Trust,
Series 2005-S3
Series 2005-S3
                               Rating
Class      CUSIP       To                   From
M-1        65535VNS3   NR                   D (sf)
M-2        65535VNT1   NR                   D (sf)
B-1        65535VNU8   NR                   D (sf)
B-2        65535VNV6   NR                   D (sf)
B-3        65535VPA0   NR                   D (sf)

Nomura Asset Acceptance Corporation, Alternative Loan Trust,
Series 2006-S1
Series 2006-S1
                               Rating
Class      CUSIP       To                   From
A-2        65535VTP3   NR                   D (sf)
A-3        65535VTQ1   NR                   D (sf)
M-1        65535VTS7   NR                   D (sf)
M-2        65535VTT5   NR                   D (sf)
M-3        65535VTU2   NR                   D (sf)
M-4        65535VTV0   NR                   D (sf)
M-5        65535VTW8   NR                   D (sf)
M-6        65535VTX6   NR                   D (sf)
B-1        65535VTY4   NR                   D (sf)

SACO I Trust 2005-10
Series 2005-10
                               Rating
Class      CUSIP       To                   From
1-A        785778ND9   NR                   D (sf)
I-M        785778NH0   NR                   D (sf)
I-B-1      785778NQ0   NR                   D (sf)
I-B-2      785778NR8   NR                   D (sf)

SACO I Trust 2005-5
Series 2005-5
                               Rating
Class      CUSIP       To                   From
I-M-1      785778FZ9   NR                   D (sf)
I-M-2      785778GA3   NR                   D (sf)
I-M-3      785778GB1   NR                   D (sf)
I-M-4      785778GC9   NR                   D (sf)
I-M-5      785778GD7   NR                   D (sf)
I-B-1      785778GE5   NR                   D (sf)
I-B-2      785778GF2   NR                   D (sf)
I-B-3      785778GG0   NR                   D (sf)
I-B-4      785778GH8   NR                   D (sf)

SACO I Trust 2006-5
Series 2006-5
                               Rating
Class      CUSIP       To                   From
I-A        785811AA8   NR                   D (sf)
I-M-1      785811AE0   NR                   D (sf)
I-M-2      785811AF7   NR                   D (sf)
I-M-3      785811AG5   NR                   D (sf)
I-M-4      785811AH3   NR                   D (sf)
I-M-5      785811AJ9   NR                   D (sf)
I-M-6      785811AK6   NR                   D (sf)
I-B-1      785811AS9   NR                   D (sf)
II-A-1     785811AB6   NR                   D (sf)
II-A-3     785811AD2   NR                   D (sf)
II-M-1     785811AL4   NR                   D (sf)
II-M-2     785811AM2   NR                   D (sf)
II-M-3     785811AN0   NR                   D (sf)
II-M-4     785811AP5   NR                   D (sf)
II-M-5     785811AQ3   NR                   D (sf)

Structured Asset Securities Corporation 2005-S1
Series 2005-S1
                               Rating
Class      CUSIP       To                   From
M4         86359B4F5   NR                   D (sf)
M5         86359B4G3   NR                   D (sf)
M6         86359B4H1   NR                   D (sf)
M7         86359B4J7   NR                   D (sf)
M8         86359B4K4   NR                   D (sf)
B1         86359B4L2   NR                   D (sf)

Structured Asset Securities Corporation Mortgage Loan Trust 2005-
S4
Series 2005-S4
                               Rating
Class      CUSIP       To                   From
A          86359DLX3   NR                   D (sf)
B          86359DLY1   NR                   D (sf)

Terwin Mortgage Trust 2003-7SL
Series 2003-7SL
                               Rating
Class      CUSIP       To                   From
B-3        881561CV4   NR                   D (sf)

Terwin Mortgage Trust 2004-4SL
Series 2004-4SL
                               Rating
Class      CUSIP       To                   From
B-3        881561ES9   NR                   D (sf)


* BOND PRICING: For Week From April 29 to May 3, 2013
-----------------------------------------------------

  Company          Coupon   Maturity  Bid Price
  -------          ------   --------  ---------
AES EASTERN ENER    9.000   1/2/2017     1.750
AES EASTERN ENER    9.670   1/2/2029     4.125
AFFINION GROUP     11.625 11/15/2015    59.618
AGY HOLDING COR    11.000 11/15/2014    58.100
AHERN RENTALS       9.250  8/15/2013    79.625
ALION SCIENCE      10.250   2/1/2015    53.020
ATP OIL & GAS      11.875   5/1/2015     3.375
ATP OIL & GAS      11.875   5/1/2015     3.375
ATP OIL & GAS      11.875   5/1/2015     3.563
BUFFALO THUNDER     9.375 12/15/2014    28.000
CENGAGE LEARN      12.000  6/30/2019    19.500
CENGAGE LEARNING   13.750  7/15/2015    11.000
CHAMPION ENTERPR    2.750  11/1/2037     0.375
DELTA AIR 1993A1    9.875  4/30/2049    20.875
DOWNEY FINANCIAL    6.500   7/1/2014    64.000
DYN-RSTN/DNKM PT    7.670  11/8/2016     4.500
EASTMAN KODAK CO    7.000   4/1/2017    24.490
EASTMAN KODAK CO    7.250 11/15/2013    23.250
EASTMAN KODAK CO    9.200   6/1/2021    18.250
EASTMAN KODAK CO    9.950   7/1/2018    12.750
EDISON MISSION      7.500  6/15/2013    55.375
ELEC DATA SYSTEM    3.875  7/15/2023    97.000
FAIRPOINT COMMUN   13.125   4/1/2018     1.000
FAIRPOINT COMMUN   13.125   4/1/2018     1.000
FAIRPOINT COMMUN   13.125   4/2/2018     1.040
FIBERTOWER CORP     9.000   1/1/2016     6.375
GEOKINETICS HLDG    9.750 12/15/2014    52.875
GEOKINETICS HLDG    9.750 12/15/2014    52.125
GLB AVTN HLDG IN   14.000  8/15/2013    31.875
GMX RESOURCES       4.500   5/1/2015     7.250
GMX RESOURCES       9.000   3/2/2018    27.000
HAWKER BEECHCRAF    8.500   4/1/2015     6.000
HAWKER BEECHCRAF    8.875   4/1/2015     1.750
HORIZON LINES       6.000  4/15/2017    30.480
JAMES RIVER COAL    3.125  3/15/2018    22.000
JAMES RIVER COAL    4.500  12/1/2015    30.000
LAS VEGAS MONO      5.500  7/15/2019    20.000
LBI MEDIA INC       8.500   8/1/2017    30.000
LEAP-CALL05/13      7.750  5/15/2016   103.950
LEHMAN BROS HLDG    0.250 12/12/2013    20.125
LEHMAN BROS HLDG    0.250  1/26/2014    20.125
LEHMAN BROS HLDG    1.000 10/17/2013    20.125
LEHMAN BROS HLDG    1.000  3/29/2014    20.125
LEHMAN BROS HLDG    1.000  8/17/2014    20.125
LEHMAN BROS HLDG    1.000  8/17/2014    20.125
LEHMAN BROS HLDG    1.250   2/6/2014    20.125
MF GLOBAL LTD       9.000  6/20/2038    70.500
ONCURE HOLDINGS    11.750  5/15/2017    49.750
OVERSEAS SHIPHLD    8.750  12/1/2013    79.000
PENSON WORLDWIDE   12.500  5/15/2017    26.375
PENSON WORLDWIDE   12.500  5/15/2017    26.375
PLATINUM ENERGY    14.250   3/1/2015    43.750
PMI CAPITAL I       8.309   2/1/2027     0.625
PMI GROUP INC       6.000  9/15/2016    31.100
POWERWAVE TECH      1.875 11/15/2024     0.750
POWERWAVE TECH      1.875 11/15/2024     0.750
RESIDENTIAL CAP     6.875  6/30/2015    30.500
SAVIENT PHARMA      4.750   2/1/2018    20.000
SCHOOL SPECIALTY    3.750 11/30/2026    20.000
TERRESTAR NETWOR    6.500  6/15/2014    10.000
TEXAS COMP/TCEH    10.250  11/1/2015    12.850
TEXAS COMP/TCEH    10.250  11/1/2015    11.000
TEXAS COMP/TCEH    10.250  11/1/2015    11.250
TEXAS COMP/TCEH    10.500  11/1/2016    14.000
TEXAS COMP/TCEH    10.500  11/1/2016    10.375
TEXAS COMP/TCEH    15.000   4/1/2021    28.750
TEXAS COMP/TCEH    15.000   4/1/2021    32.250
TEXFI INDUSTRIES    8.750   8/1/1999     1.000
THQ INC             5.000  8/15/2014    45.500
TL ACQUISITIONS    10.500  1/15/2015    17.625
TL ACQUISITIONS    10.500  1/15/2015    17.625
USEC INC            3.000  10/1/2014    21.000
WCI COMMUNITIES     4.000   8/5/2023     0.375
WCI COMMUNITIES     4.000   8/5/2023     0.375
WCI COMMUNITIES     6.625  3/15/2015     0.375



                            *********

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., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Carmel
Paderog, Meriam Fernandez, Ronald C. Sy, Joel Anthony G. Lopez,
Cecil R. Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2013.  All rights reserved.  ISSN: 1520-9474.

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