TCR_Public/130625.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Tuesday, June 25, 2013, Vol. 17, No. 174

                            Headlines

501 GRANT: Files Second Amended Disclosure Statement
AFA INVESTMENT: Seeks Approval of Settlement with Key Creditors
ALLIED NEVADA: S&P Revises Outlook to Negative & Affirms 'B' CCR
AMG FACTORY: Voluntary Chapter 11 Case Summary
ASPECT SOFTWARE: Debt Increase Cues Moody's to Cut CFR to 'B3'

ATLS ACQUISITION: Seeks to Extend Plan Filing Deadline to Oct. 7
BLUEGREEN CORP: S&P Raises Corporate Credit Rating to 'B'
BOSTON PROPERTIES: Fitch Currently Rates Preferred Stock 'BB+'
CHANDY INC: Case Summary & 19 Largest Unsecured Creditors
CHG HEALTHCARE: Moody's Rates $110MM Loan B1 & $40MM Loan Caa1

CMGT INC: 7th Circ. Affirms Toss of Mayer Brown Malpractice Suit
CONTROLS INC: Case Summary & 2 Unsecured Creditors
COREL CORP: S&P Affirms 'CCC+' Corp. Credit Rating; Outlook Stable
DETROIT, MI: Emergency Manager Orr Orders Probe of Pensions
DEWEY STRIP: Owner of 23 Acres on Las Vegas Strip in Ch. 11

DOWNSTREAM DEVELOPMENT: Moody's Cuts CFR to Caa1 on Poor Profits
E-BIOFUELS: Imperial Finalizes Settlement on Debt Guarantee
EASTMAN KODAK: BNY, Travelers File Objections to Plan Outline
EASTMAN KODAK: Seeks Court Approval to Obtain $895 Million Loan
EASTMAN KODAK: Asks Court to Approve Rights Offerings Procedures

EASTMAN KODAK: Committee Wins Approval to Hire Buck as Consultant
EASTMAN KODAK: Scores Deal to Avoid Environmental Liabilities
EASTMAN KODAK: Drops Change in Ownership Provision in Exec. Plan
EDISON MISSION: Approved to Refinance Viento Wind Power Projects
ENERGY SERVICES: Forbearance with United Bank Extended to July 31

ENGLOBAL CORP: Expects to Release $7MM in Collateral to Lender
ENPRO TECHNOLOGIES: Case Summary & 20 Largest Unsecured Creditors
EVERGREEN OIL: Names Clean Harbors as Stalking Horse
FOURTH QUARTER PROPERTIES: Can Obtain DIP Loans to Pay Appraiser
FOURTH QUARTER PROPERTIES: Employs Pardue & Company as Appraiser

HANDY HARDWARE: Littlejohn to Get Ownership via Plan
HERON LAKE: Inks Management Services Agreement with EMS
IMAGEWARE SYSTEMS: Bruce Toll Held 6.7% Equity Stake at June 18
IZEA INC: Obtains $170,000 Financing From Director
JEH COMPANY: Hearing Today on Use of Frost Bank's Cash Collateral

JERRY'S NUGGET: Asks Court to Extend Plan Solicitation Deadline
JM SMUCKER: False Ad Plaintiff Can Recover Fees, Judge Rules
K-V PHARMACEUTICAL: Exclusivity Tolled Over DIP Lenders' Objection
K-V PHARMACEUTICAL: Settlement with Texas and Ven-A-Care Approved
LEE BRICK: Has Until June 28 to Solicit Plan Votes

LEHMAN BROTHERS: Brokerage Lawyers Awarded $62 Million
LOGAN'S ROADHOUSE: Moody's Lowers CFR & Notes Rating to 'Caa2'
LPATH INC: Stockholders Elect Six Directors
MAIN STREET: No Bids Competing With Insiders to Buy Daily Voice
MASTRO'S RESTAURANTS: S&P Raises CCR to 'B'; Outlook Stable

MCCLATCHY COMPANY: Amends 2012 Annual Report
MERIDIAN SUNRISE: Wants Cash Access Until Plan Effective Date
MESA ACQUISITION: Voluntary Chapter 11 Case Summary
MONARCH COMMUNITY: Gets Preliminary Approval of Recapitalization
MOORE FREIGHT: Reaches Adequate Protection Terms with Creditors

NEW ENTERPRISE: Moody's Changes Ratings Outlook to Negative
OCEAN DRIVE: Court Dismisses Chapter 11 Cases
OP-TECH ENVIRONMENTAL: Inks $6MM Financing Agreement with Accord
ORCHARD SUPPLY: Section 341(a) Meeting Set on July 23
ORECK CORP: Wants to Hire Carl Marks as Crisis Manager

ORECK CORP: Creditors Have Until Sept. 13 to File Claims
ORECK CORP: Files Schedules of Assets and Liabilities
OTTER TAIL: S&P Raises Senior Unsecured Debt Rating From 'BB+'
PARK CENTER: Case Summary & Unsecured Creditors
PERDUE PROPERTIES: Case Summary & 9 Unsecured Creditors

PROFILE TECHNOLOGIES: WaveTrue Plan Takes Effect; Exits Chapter 11
PHOENIX COMPANIES: Moody's Eyes Downgrade for 'Caa1' Debt Rating
PNM RESOURCES: Moody's Changes Ratings Outlook to Positive
PROPHOTONIX LTD: Enters Into Credit Facility Agreement with Tiger
REVSTONE INDUSTRIES: Committee Wants Units in Ch. 11 Before Sale

ROCKWELL MEDICAL: Grants 310,000 Restricted Shares to Executives
ROTECH HEALTHCARE: Douglas County Objects to 2nd Amended Plan
ROTECH HEALTHCARE: Equity Committee Can Tap Baker as Counsel
ROTECH HEALTHCARE: Equity Committee Can Tap Bifferato as Counsel
ROTHSTEIN ROSENFELDT: Judge OKs Settlement Over Investor's Claims

ROSETTA GENOMICS: Annual General Shareholders' Meeting on July 29
SAN BERNARDINO, CA: NPFGC Hires Weil Gotshal After Winston DQ
SEVEN COUNTIES: Has Authority to Employ Hall Render as IT Counsel
SMART ONLINE: Stockholders OK Name Change to "MobileSmith Inc."
SOLYNDRA LLC: Lien Fight Must Stay in Delaware, Judge Says

SPIRE CORP: Maturity of Silicon Valley Facility Moved to Aug. 30
STEBNER REAL ESTATE: Court Dismisses Chapter 11 Case
STOCKTON, CA: NPFGC Hires Weil Gotshal After Winston DQ
STX PAN OCEAN: Chapter 15 Case Summary
SUNTECH POWER: European Subsidiary Granted Definitive Moratorium

SUN RIVER: Joe Laakman Held 16.5% Equity Stake at March 19
T-L CHEROKEE: Files 100% Recovery Plan for Unsecured Creditors
TMT USA: Seeks to Use Frozen Cash, Pay Critical Vendors
TMT USA: Sues Lenders to Recover Seized Vessels
TOUSA INC: Liquidating Plan Set for Aug. 1 Confirmation

TRIAD GUARANTY: Hiring Approvals Sought
TRIAD GUARANTY: Taps Donlin Recano as Claims & Noticing Agent
UNI-PIXEL INC: Completes Build-Out of UniBoss Wet Lab Facility
VAIL LAKE: Sec. 341 Creditors' Meeting Set for July 9
VERITY CORP: Take Flight Owned 19.6% Equity Stake at May 1

VHGI HOLDINGS: Obtains $65MM Replacement Financing From Al Rami
VISTA HERMOSA: Case Summary & 3 Unsecured Creditors
VISUALANT INC: Sues Ascendiant Over 1.7MM Undelivered Shares
VITERA HEALTHCARE: S&P Assigns 'B' CCR; Outlook Negative
VITESSE SEMICONDUCTOR: Offering 16.3 Million Common Shares

VYSTAR CORP: Matthew Clark to Serve as Consultant
VYSTAR CORP: Brio Capital Held 9.4% Equity Stake at June 18
WAVE SYSTEMS: Amends 1.8 Million Shares Resale Prospectus
ZOGENIX INC: Stockholders Elect Two Directors

* Bank of Tokyo to Pay $250MM to N.Y. in Money-Laundering Case
* Federal Reserve Eyes End of Bond Buying
* FTC Is Said to Plan Inquiry of Frivolous Patent Lawsuits

* HSBC Unit Liability on Verdict $1.5 Billion, Lawyer Says
* Libor Case Ensnares More Banks
* Virginia Lawyer Gets 15 Years for SBA Loan Fraud
* Moody's Reports on Covenant Protections for Metal Miners

* Weil Gotshal Cuts 60 Associates, Reduces Pay for Some Partners

* Large Companies With Insolvent Balance Sheets

                            *********

501 GRANT: Files Second Amended Disclosure Statement
----------------------------------------------------
501 Grant Street Partners, LLC, filed a second amended disclosure
statement explaining its Chapter 11 plan of reorganization, which
contemplates the sale of 100% of the Debtor's equity to special
purpose entity to be formed by Clarity Realty Partners LLC, a
third-party investor, in exchange for an $18.23 million investment
into the Debtor.

Upon funding of the Plan, (a) the Debtor's secured obligation to
SA Challenger, Inc., will be reduced to the current value of the
property located at 501 Grant Street, in Philadelphia,
Pennsylvania, restructured and repaid over time at market terms;
(b) the Debtor's secured tax obligation, to the extent it remains
outstanding, will be paid in full following the Effective Date of
the Plan; (c) the Debtor's alleged mechanics lien holders will
either be paid in full with interest, if the lien is valid, or
otherwise receive the same treatment as the Debtor's general
unsecured creditors; (d) the Debtor's priority tax claim will be
paid in full on the Effective Date of the Plan; and (e) the
Debtor's unsecured creditors, including the Lender's deficiency
claim, will receive each creditor's pro rata share of $3,150,000
payable in 13 quarterly payments after the Effective Date of the
Plan.

If the Lender makes an election to treat its entire claim as
secured pursuant to Section 1111(b) of the Bankruptcy Code, the
repayment term of the restructured note will be extended until the
time as the claim amount (estimated to be approx. $45 million) is
paid.  The funds allocated to unsecured creditors will then be
paid until claims are paid in full and the remainder will be
available for the reorganized Debtor for reserves and other needs
of operation.

A full-text copy of the Second Amended Disclosure Statement is
available for free at http://bankrupt.com/misc/501GRANTds0612.pdf

A hearing to consider the adequacy of the Second Amended
Disclosure Statement will be held on June 26, 2013, at 02:00 PM.

David B. Golubchik, Esq., at Levene, Neale, Bender, Yoo & Brill
L.L.P., in Los Angeles, California, filed the Disclosure Statement
on behalf of the Debtor.

                        About 501 Grant

An involuntary Chapter 11 bankruptcy petition was filed against
501 Grant Street Partners LLC, based in Woodland Hills, California
(Bankr. C.D. Cal. Case No. 12-20066) on Nov. 14, 2012.

501 Grant Street Partners owns the Union Trust Building in
downtown Pittsburgh, Pennsylvania.  It sought Chapter 11
protection (Bankr. W.D. Pa. Case No. 12-23890) on Aug. 3, 2012, to
avert a sheriff sale of the building.  The August petition
estimated under $50,000 in both assets and debts.  In November
2012, U.S. Bankruptcy Judge Judith K. Fitzgerald dismissed 501
Grant Street Partners' Chapter 11 petition, paving for the sheriff
sale of the Union Trust Building on Jan. 7, 2013.

SA Challenger Inc., which acquired interest in the building's
mortgage by U.S. Bank, has sought to foreclose on the Debtor's
property.  SA Challenger is seeking to collect $41.4 million.
Earlier in November, at the lender's request, Judge Ward appointed
the real estate firm CBRE to serve as receiver for the building,
overseeing its operation and management until the sheriff sale
takes place.

The bankruptcy judge approved an involuntary Chapter 11 petition
for 501 Grant, entering an order for relief on Dec. 13, 2012.  The
petitioning creditors are Allied Barton Security Services LLC,
owed $960 for security services; Cost Company LP, $5,900 owed for
masonry work; and MSA Systems Integration Inc., owed $2,401 for
unpaid invoice.  Malhar S. Pagay, Esq., at Pachulski Stang Ziehl &
Jones LLP, represents the petitioning creditors.

Attorneys at Levene, Neale, Bender, Yoo & Brill LLP, in Los
Angeles, Calif., represent the Debtor in the involuntary Chapter
11 proceeding.


AFA INVESTMENT: Seeks Approval of Settlement with Key Creditors
---------------------------------------------------------------
AFA Investment, Inc., and its debtor affiliates ask the U.S.
Bankruptcy Court for the U.S. Bankruptcy Court for the District of
Delaware to approve a revised global settlement resolving
substantially all key disputes between the Debtors and the
settlement parties, namely the Official Committee of Unsecured
Creditors, the Term B Loan Lenders, the Second Lien Agent, Beef
Products, Inc., American Capital, Ltd., the other Second Lien
Lenders and the claimants in the class action alleging violations
of The Worker Adjustment and Retraining Notification Act.

The revised settlement, which is a modification of the settlement
entered in October last year, contemplates the entry of a final
order authorizing the Debtors' use of cash collateral at the
consent of the Second Lien Agent in accordance with the terms of a
budget to be approved by the Second Lien Agent in its sole
discretion.

According to the Debtors, the revised settlement omits elements
that the Court determined are appropriately reserved for a Chapter
11 plan or otherwise are improper.  In particular, the Revised
Settlement contains no waiver of Preference Claims.  Rather, the
Preference Claims and other claims under Sections 542, 543, 544,
545, 548, 550, 551 and 553 of the Bankruptcy Code now will be
managed by a committee representing the interests of the WARN
Claimants, Yucaipa Corporate Initiatives Fund II, LLC, and the
Creditors' Committee, with the net proceeds of the Avoidance
Actions being distributed, first, in a certain amount to the WARN
Claimants; second, in a certain amount to the Second Lien Agent;
and third, to the Debtors' estates.

The Revised Settlement also resolves the disputed claims of ACAS
and incorporates a settlement of the claims asserted (or that
could have been asserted) by the WARN Claimants in the WARN
Action.  The recovery for the members of the putative class in the
WARN Action will be funded solely by the first $1,650,000 in net
recoveries from the Avoidance Actions.

A full-text copy of the revised settlement dated June 14, 2013, is
available for free at:

         http://bankrupt.com/misc/AFAINVESTMENTdeal0614.pdf

A hearing on the request will be held on June 25, 2013, at 10:30
a.m.

Peter J. Keane, Esq., Laura Davis Jones, Esq., and Timothy P.
Cairns, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington,
Delaware; Tobias S. Keller, Esq., at Jones Day, in San Francisco,
California; and Jeffrey B. Ellman, Esq., and Brett J. Berlin,
Esq., at Jones Day, in Atlanta, Georgia, represent the Debtors.

Brian J. Koenig, Esq., at Koley Jessen P.C., L.L.O., in Omaha,
Nebraska, represent Beef Products, Inc., and NBPCo Holdings, LLC.

Jeremy W. Ryan, Esq., at Potter Anderson & Corroon LLP, in
Wilmington, Delaware, and Sean D. Malloy, Esq., and Scott N.
Opincar, Esq., at McDonald Hopkins LLC, in Cleveland, Ohio,
represent the Creditors' Committee.

Robert J. Dehney, Esq., and Andrew R. Remming, Esq., at Morris,
Nichols, Arsht & Tunnell LLP, in Wilmington, Deleware; and Thomas
Walper, Esq., at Munger, Tolles & Olson LLP, in Los Angeles,
California, represent Yucaipa, as Administrative Agent, the Term B
Loan Lenders, and the special purpose vehicles.

Frederick B. Rosner, Esq., and Julia Klein, Esq., at The Rosner
Law Group LLC, in Wilmington, Delaware; and Jack A. Raisner, Esq.,
and Rene S. Roupinian, Esq., at Outten & Golden LLP, in New York,
represent the WARN Claimants.

Joseph M. Barry, Esq., at Young Conaway Stargatt Taylor, LLP, in
Wilmington, Delaware; and Michael L. Bernstein, Esq., and Dana B.
Yankowitz, Esq., at Arnold & Porter LLP, in Washington, D.C.,
represent ACAS.

                      About AFA Investment

King of Prussia, Pennsylvania-based AFA Foods Inc. was one of the
largest processors of ground beef products in the United States.
The Company had five processing facilities and two ancillary
facilities across the country with annual processing capacity of
800 million pounds.  AFA had seven facilities capable of producing
800 million pound of ground beef annually.  Revenue in 2011 was
$958 million.

Yucaipa Cos. acquired the business in 2008 and currently owns 92%
of the common stock and all of the preferred stock.

AFA Foods, AFA Investment Inc. and other affiliates filed for
Chapter 11 protection (Bankr. D. Del. Lead Case No. 12-11127) on
April 2, 2012, after recent changes in the market for its ground
beef products and the impact of negative media coverage related to
boneless lean beef trimmings (BLBT) affected sales.

Judge Mary Walrath presides over the case.  Peter I Keane, Esq.,
Laura Davis Jones, Esq., Timothy P. Cairns, Esq., and Peter J.
Keane, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington,
Delaware; Tobias S. Keller, Esq., at Jones Day, in San Francisco,
California; and Jeffrey B. Ellman, Esq., and Brett J. Berlin,
Esq., at Jones Day, in Atlanta, Georgia, represent the Debtors.
FTI Consulting Inc. serves as financial advisors and Imperial
Capital LLC serves as marketing consultants.  Kurtzman Carson
Consultants LLC serves as noticing and claims agent.

As of Feb. 29, 2012, on a consolidated basis, the Debtors' books
and records reflected approximately $219 million in assets and
$197 million in liabilities.  AFA Foods, Inc., disclosed
$615,859,574 in assets and $544,499,689 in liabilities as of the
Petition Date.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed seven
members to the official committee of unsecured creditors in the
Chapter 11 cases of AFA Investment Inc., AFA Foods and their
debtor-affiliates.  The Committee has obtained approval to hire
McDonald Hopkins LLC as lead counsel and Potter Anderson &
Corroon LLP serves as co-counsel.  The Committee also obtained
approval to retain J.H. Cohn LLP as its financial advisor, nunc
pro tunc to April 13, 2012.

AFA, in its Chapter 11 case, sold plants and paid off the first-
lien lenders and the loan financing the Chapter 11 effort.
Remaining assets are $14 million cash and the right to file
lawsuits.

General Electric Capital Corp. and Bank of America Corp. provided
about $60 million in DIP financing.  The loan was paid off in
July.

In October 2012, the Bankruptcy Court denied a settlement that
would have released Yucaipa Cos., the owner and junior lender to
AFA Foods, from claims and lawsuits the creditors might otherwise
bring, in exchange for cash to pay unsecured creditors' claims
under a liquidating Chapter 11 plan.  Under the deal, Yucaipa
would receive $11.2 million from the $14 million, with the
remainder earmarked for unsecured creditors.  Asset recoveries
above $14 million would be split with Yucaipa receiving 90% and
creditors 10%.  Proceeds from lawsuits would be divided roughly
50-50.


ALLIED NEVADA: S&P Revises Outlook to Negative & Affirms 'B' CCR
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its rating
outlook on U.S.-based gold miner Allied Nevada Gold Corp. to
negative from stable.  At the same time, S&P affirmed the 'B'
corporate credit rating on the company.

In addition, S&P lowered its issue-level rating on the company's
unsecured notes to 'B-' from 'B', in conjunction with its revision
of the recovery rating to '5' from '3'.

S&P revised its outlook to negative to reflect Allied Nevada's
limited flexibility to absorb production shortfalls in 2013 given
a recent drop in the price of gold.  Leverage could exceed 5x
EBITDA and liquidity could become constrained if the company
misses its production targets or if gold prices drop further.

The negative outlook reflects the potential that leverage could
top 5x EBITDA and covenant cushion could tighten meaningfully
under a number of scenarios that include another sharp drop in
gold prices or production shortfalls (as occurred in 2012).  S&P's
base case scenario indicates that leverage would remain in the 4x
to 5x range if gold prices recover to above $1,300 an ounce.
However, this assumes the company hits the midpoint of its 225,000
to 250,000 ounce gold production guidance in 2013.  A sustained
price below $1,300 or another production shortfall would result in
a downgrade.

"We would revise our outlook to stable under conditions that
include higher and relatively steady gold prices, with production
in line with the company's guidance.  In our view, this would
result in EBITDA in excess of $110 million, with leverage less
than 5x," said Standard & Poor's credit analyst James Fielding.

In addition, the stable outlook would be predicated on
expectations for higher gold production in 2014 to offset another
likely capital raise such that Allied Nevada could fund additional
capital expansion costs while maintaining leverage at less than 5x
in 2014.


AMG FACTORY: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: AMG Factory, LLC
        7144 NW Progress Court
        Hillsboro, OR 97124

Bankruptcy Case No.: 13-33940

Chapter 11 Petition Date: June 19, 2013

Court: U.S. Bankruptcy Court
       District of Oregon

Judge: Elizabeth L. Perris

Debtor's Counsel: Nicholas J. Henderson, Esq.
                  MOTSCHENBACHER & BLATTNER, LLP
                  117 SW Taylor Street, #200
                  Portland, OR 97204
                  Tel: (503) 417-0508
                  E-mail: nhenderson@portlaw.com

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

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

The Company's list of its largest unsecured creditors filed with
the petition does not contain any entry.

The petition was signed by Devin Wright, member.


ASPECT SOFTWARE: Debt Increase Cues Moody's to Cut CFR to 'B3'
--------------------------------------------------------------
Moody's Investors Service downgraded Aspect Software, Inc.'s
corporate family rating to B3 from B2 and revised company's
ratings outlook to stable from negative. The ratings of the first
and second lien debt were also downgraded and the proposed delayed
draw first lien rated B1.

The downgrade was driven by the potential increase in debt and
leverage with the proposed financing at a time when leverage is
already high, cash flow weak and the company in the midst of
attempting to offset significant declines in its legacy software
business.

The following ratings were downgraded:

Corporate Family Rating -- to B3 from B2

Probability of Default Rating -- to B3-PD from B2-PD

$30 million senior secured revolving facility due 2014 -- to B1,
LGD2, 29% from Ba3, LGD3, 30%

$408 million first lien term loan due 2016 -- to B1, LGD2, 29%
from Ba3, LGD3, 30%

$295 million second lien notes due 2017 -- to Caa2, LGD5 84%
from Caa1, LGD5, 81%

The following ratings were assigned:

$85 million delayed draw first lien term loan due 2016 -- B1,
LGD2, 29%

Outlook: Stable

Ratings Rationale:

B3 rating reflects Moody's concern over Aspect's very high debt
load at a time when the company faces challenges in turning around
its revenues in the evolving contact center software market.
Debt/EBITA before the debt increase is in the mid 6x range, and
likely weakens further pro forma for the proposed debt increase,
depending on EBITDA acquired using the cash raised. New debt
further strains Aspect's weak credit metrics and free cash flow
which has declined significantly since 2011. Aspect is expected to
use the delayed draw loans to make acquisitions that strengthen
its next generation product offerings. Success of new offerings,
especially Tiger Shark, remains critical as Aspect battles
declines in its legacy ACD ("Automatic Call Distribution")
business.

While Aspect's unified IP product, Tiger Shark, has exhibited
encouraging bookings and average deal size trends, revenue
currently generated does not completely offset the continued
decline of Aspect's Signature and other legacy products. Aspect
remains particularly exposed to being displaced from its legacy
installed base as customers consider contact center purchases as
part of enterprise wide PBX build-outs rather than stand-alone
decisions - a shift that benefits some of Aspect's key
competitors.

While Moody's recognizes Aspect's longstanding leadership position
in the contact center industry, the business is evolving and it is
unclear if the landscape will favor Aspect's full suite hardware
and software competitors. Moody's expects low single digits growth
from the company's Work Force Optimization product line over the
next twelve to eighteen months, helped by the company's approach
towards providing integrated products compared to stand alone WFO
competitors.

Incentive programs will encourage some legacy customers to convert
to Aspect's new products, but cash flow is expected to remain
impacted in the medium term. While management has executed on
various initiatives planned to refocus the business, decline in
the legacy products continues to have a negative impact on
results.

Liquidity is adequate based on cash on hand, an undrawn $30
million revolver and expectations of positive free cash flow over
the next twelve months. Covenant cushion remains thin but could be
potentially helped by the proposed amendment. Amended covenants
should allow more time to execute their plan though Moody's
adjusted leverage will likely remain elevated and free cash flow
will be well below historic levels in the interim. The ratings
could be downgraded if revenues, EBITDA and free cash flow do not
show signs of stabilizing and ultimately improving. Ratings could
be upgraded if the company is able to grow revenues, EBITDA and
cash flow and leverage is sustainably below 6x.

The principal methodology used in this rating was Global Software
Industry published in October 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.

Aspect is a provider of software systems for call centers with
$433 million of revenue for the twelve months ended March 2013.
The company, headquartered in Chelmsford, MA, is owned by private
equity firm, Golden Gate Capital.


ATLS ACQUISITION: Seeks to Extend Plan Filing Deadline to Oct. 7
----------------------------------------------------------------
ATLS Acquisition LLC filed a motion with the U.S. Bankruptcy Court
seeking to extend until Oct. 7, 2013, the deadline to file its
Chapter 11 plan and disclosure statement.

When the Debtors filed the Chapter 11 Cases, the Debtors
recognized that there were a number of issues that needed to be
resolved in order for the Debtors to determine the best strategy
for maximizing the value in the Debtors' estates.

Among other things, the Debtors intended to use these Chapter 11
Cases to (i) resolve a dispute regarding the scope of the Option
Agreement, dated as of Dec. 3, 2012, by and between ATLS
Acquisition, LLC and FGST Investments, Inc. on the one hand and
the Alere Parties on the other, (ii) develop and implement a
business plan for the remainder of the Debtors' business, (iii)
resolve the outstanding recoupment claims asserted against the
Debtors by CMS, (iv) resolve the litigation and/or the claims
asserted in the Civil Litigation and (v) resolve certain claims
against Medco related to the terms of the MBO Transaction.

The Debtors understood that only after they made substantial
progress on these issues could they determine the most effective
way to resolve these Chapter 11 Cases.  The Debtors have made
progress on a number of those issues and intend to use the
extension of the Exclusive Periods to make further progress on
these issues.

The Debtors believe that a further extension of the Exclusive
Periods beyond the extensions requested in the current Motion will
be necessary to resolve the issues in these Chapter 11 Cases.

However, the Debtors have agreed with the Committee to shorter
extensions of the Exclusive Periods -- that is, until October.
That agreement is without prejudice to the Debtors' ability to
seek further extensions and without prejudice to the Committee's
right to contest such extensions or otherwise.


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.


BLUEGREEN CORP: S&P Raises Corporate Credit Rating to 'B'
---------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Boca Raton, Fl.-based Bluegreen Corp. to 'B' from 'B-'.
The rating outlook is stable.

"The upgrade reflects our expectation that financial policy
decisions by Woodbridge Holdings LLC will not impair Bluegreen's
liquidity position.  As a result, we expect that Bluegreen's
credit measures will be in line with the current 'B' rating over
the intermediate term.  Bluegreen recently completed the merger
with BFC Financial Corp.'s subsidiary, Woodbridge Holdings LLC
(which previously controlled 53% of Bluegreen's common stock at
December 2012).  Bluegreen issued $75 million of senior secured
notes and used the proceeds, together with $14 million in cash, to
fund a portion of the merger consideration.  We currently expect
that the financial policy of Woodbridge Holdings, specifically
with regards to dividends, will not meaningfully impair
Bluegreen's liquidity position.  We believe Bluegreen will
continue to remain in compliance with liquidity covenants found in
its current credit facilities and that Bluegreen will maintain an
adequate liquidity cushion relative to its near-term operating
needs as a wholly owned subsidiary of Woodbridge Holdings," S&P
said.

In addition, the upgrade reflects improved operating performance
and cash flow generation over the past several quarters due to an
increase in commission-based sales of third-party timeshare
inventory.  In 2012, sales of third-party inventory were
approximately 36% of system-wide sales, compared with 36% in 2011
and 27% in 2010.  Fee-based revenue from sales of third-party
inventory allows Bluegreen to expand the level of sales not
requiring inventory development spending or financing by
Bluegreen.  As a result, adjusted debt to EBITDA improved to the
low-4x area as of March 2013, which is good for the current
rating.  Although commission-based sales of third-party inventory
have enhanced Bluegreen's profitability in recent periods, S&P
continues to expect Bluegreen to rely heavily on its lines of
credit, receivables-based warehouse facilities, and access to the
timeshare securitization market to fund timeshare sales of
Bluegreen developed inventory.

S&P's corporate credit rating reflects its assessment of the
company's business risk profile as "vulnerable" and its assessment
of its financial risk profile as "aggressive," according to its
criteria.

S&P's business risk profile assessment of vulnerable reflects the
capital-intensive nature of timeshare development and Bluegreen's
need to finance a significant level of its sales activity.
Dependence on consumer spending in order to drive growth also
factored into S&P's assessment.  Bluegreen develops, markets, and
sells timeshare interests in 60 resorts, located primarily in the
Southeast, Southwest, and Midwest regions of the U.S.

S&P's assessment of Bluegreen's financial risk profile as
aggressive reflects leverage S&P anticipates to be in the low-4x
area in 2013 and a somewhat constrained long-term liquidity
profile because of the company's reliance on securitization
markets to periodically free up availability under short-term
receivable-based facilities to finance its sales activity.  In
addition, Bluegreen faces the need to extend a portion of its
receivable-based facility commitments or put into place additional
lending sources over the near-to-intermediate term.  S&P's
financial risk assessment also takes into account its expectation
that Bluegreen will maintain an adequate liquidity profile as a
wholly owned subsidiary of Woodbridge Holdings LLC.


BOSTON PROPERTIES: Fitch Currently Rates Preferred Stock 'BB+'
--------------------------------------------------------------
Fitch Ratings has assigned a credit rating of 'BBB' to the
$700 million 3.80% senior unsecured notes due Feb. 1, 2024 issued
by Boston Properties, L.P., the operating partnership of Boston
Properties, Inc. (NYSE: BXP; collectively, the company). The notes
were issued at 99.694% of par to yield 3.835%.

The notes were issued at a 165 basis point spread to Treasuries
and net proceeds from the offering of $691.9 million will be used
for general corporate purposes including investment opportunities
and debt reduction.

Fitch currently rates the company as follows:

Boston Properties, Inc.

  -- Issuer Default Rating (IDR) 'BBB';
  -- $200 million Preferred Stock 'BB+'.

Boston Properties, L.P.

  -- IDR 'BBB';
  -- $750 million unsecured revolving credit facility 'BBB';
  -- $5.4 billion senior unsecured notes 'BBB';
  -- $1.2 billion exchangeable senior unsecured notes 'BBB'.

The Rating Outlook is Stable.

Key Rating Drivers

The ratings are supported by the company's superior asset quality,
appropriate leverage and fixed-charge coverage for the rating.

The ratings also reflect BXP's adequate liquidity position that is
supported by its large unrestricted cash balance, retained free
cash flow, near full availability under its $750 million revolving
credit facility and its large unencumbered pool of high quality
assets in markets with excellent transaction and financing
liquidity characteristics.

Fitch expects that BXP will continue to have access to a wide
range of capital sources to help it meet its manageable debt
maturity schedule and other financial obligations.

The ratings are balanced by the company's moderately concentrated
geographical footprint and related exposure to finance, legal and
government and defense industry tenants. Execution and liquidity
risk associated with the company's development platform are also a
credit concern.

Superior Asset Quality

BXP owns a high-quality portfolio of predominantly class A office
properties located in supply-constrained central business district
(CBD) markets. The company's CBD properties compete for the
highest profile tenants in their regions and many are leading
properties in their submarkets, and would likely attract
significant investor and lender interest, providing contingent
liquidity to the company.

Appropriate Leverage and Coverage

BXP's net debt to recurring operating EBITDA for the trailing 12
months (TTM) was 6.7x as of March 31, 2013. Leverage was 6.8x in
2012, 6.3x in 2011 and 7.6x in 2010. Fitch assumes that leverage
will be unchanged following the offering as Fitch expects proceeds
to be used to repay outstanding unsecured debt. Fixed-charge
coverage was 2.2x for the TTM ended March 31, 2013, compared to
2.1x in 2012, 2.2x in 2011 and 1.8x in 2010. The company's
leverage and fixed-charge coverage are appropriate for a 'BBB'
rated office REIT with BXP's large size and high asset quality.

Long-Term Leases

The company's revenue is supported by long-term leases. The
company's in-service portfolio was 91.7% leased at March 31, 2013.
BXP's lease profile is strong relative to its office REIT peers,
which ensures that the company is not overly exposed to leasing
risk at any given time, notwithstanding tenant bankruptcies.
Average annual lease expirations comprise less than 8% of
annualized base rent through 2022, with a maximum annual maturity
of 13% in 2017. The company has historically been proactive in
renewing tenants in advance of lease maturities to minimize
downtime and leasing costs, which Fitch views as a risk adverse
strategy that strengthens the credit by reducing cash flow
volatility.

Adequate Liquidity

The company maintains an adequate liquidity position pro forma the
$700 million unsecured notes issuance. For the period April 1,
2013 to Dec. 31, 2014, the company's base case liquidity coverage
ratio is 1.5x. BXP's liquidity coverage would improve to 1.7x
assuming the company refinances maturing mortgages at 80% of
current balances. The $746 million of exchangeable notes that
mature in Feb. 2014 represent the company's next largest funding
requirement.

Unfunded development commitments were the second largest use of
capital at $670 million, not including the Transbay Tower in San
Francisco for which Fitch anticipates the company will start
below-grade construction in late 2013. BXP likely has some
flexibility to defer spending if market conditions weaken
unexpectedly and materially. BXP's liquidity coverage ratio would
improve to 2.1x absent said expenditures. Fitch defines liquidity
coverage as sources of liquidity (unrestricted cash, availability
under the company's unsecured credit facility and expected
retained cash flows from operating activities after dividends)
divided by uses of liquidity (pro rata debt maturities, expected
recurring capital expenditures and development costs).

BXP maintains a large unencumbered pool of 124 assets that
comprised 66% of NOI as of March 31, 2013. Fitch views the
company's unencumbered asset base as a strong source of contingent
liquidity that supports its unsecured obligations. Capitalizing
annualized first quarter 2013 (1Q'13) cash NOI generated by the
unencumbered pool at a stressed capitalization rate of 7% yields
unencumbered asset coverage of approximately 2.1x, which is
adequate for the 'BBB' IDR.

Well-Laddered Debt Maturities

BXP's debt maturities are generally well-laddered, with less than
10% of total debt maturing in any given year through 2016. The
company does have an unusually large 17.2% of consolidated debt
maturing in 2017 that increases to 24.2% of total debt maturing
when including the $975 million of unconsolidated JV debt maturing
at BXP's pro-rata share. Fitch views these maturities as an
intermediate-term risk that is mitigated by the quality of the
properties securing these mortgages, which include 599 Lexington
Avenue and 767 Fifth Avenue (The GM Building) in Manhattan, and
the John Hancock Tower in Boston.

Significant Tenant Industry Concentration

The company has elevated exposure to financial, legal and
government related tenants in its portfolio. Tenants in these
segments represented approximately 28%, 25% and 6% of gross rent,
respectively, for a combined total of 59% as of March 31, 2013.
Lower trading volumes and increased regulation are key issues that
are challenging financial services companies resulting in delayed
leasing decisions, at best, and, in many instances, led to
reductions in space demand. Legal tenants continue to optimize
their space needs and are often shrinking their office footprints
when leases expire. Finally, the U.S. Government (BXP's largest
tenant at 6.4% of leased square feet) and related government
contractors are demanding less space due in large part to the
impact sequestration, particularly within the Washington D.C.
metro area.

Development Risk

Development is a key component of BXP's strategy and the company
has historically allowed its pipeline of projects under
construction to become a large percentage of its portfolio. For
example, the total pipeline grew to 20.3% of total assets in
2Q'08, with the unfunded obligation representing 11% of total
assets. The total estimated investment of BXP's development
pipeline was $1.9 billion at March 31, 2013, which represented
10.1% of total assets with the unfunded portion comprising a
materially smaller 3.6% of total assets. Fitch would view
cautiously a pipeline that grows close to 20% of total assets or
approaching 10% of remaining funding, absent significant pre-
leasing.

Preferred Stock Notching

The two-notch differential between BXP's IDR and its preferred
stock rating is consistent with Fitch's criteria for corporate
entities with an IDR of 'BBB'. Based on Fitch's research on
'Treatment and Notching of Hybrids in Nonfinancial Corporate and
REIT Credit Analysis,' these preferred securities are deeply
subordinated and have loss absorption elements that would likely
result in poor recoveries in the event of a corporate default.

Stable Rating Outlook

The Stable Outlook reflects Fitch's expectations that fixed-charge
coverage and leverage will sustain at the current levels over the
next 12-24 months.

Rating Sensitivities

The following factors could result in positive momentum in the
ratings and/or Outlook:

-- Fitch's expectation of fixed-charge coverage sustaining above
    2.5x for several consecutive quarters (coverage was 2.2x for
    the TTM ended March 31, 2013);

-- Fitch's expectation of net debt to recurring operating EBITDA
    sustaining below 5.5x (leverage was 6.7x as of March 31,
    2013).

Conversely, the following factors may result in negative momentum
in the ratings and/or Outlook:

-- Fitch's expectation of fixed-charge coverage sustaining below
    1.7x;

-- Fitch's expectation of net debt to recurring operating EBITDA
    sustaining above 7.0x;

-- A liquidity shortfall.


CHANDY INC: Case Summary & 19 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Chandy, Inc.
        176 Cold Branch Road
        Eatonton, GA 31024

Bankruptcy Case No.: 13-51550

Chapter 11 Petition Date: June 19, 2013

Court: U.S. Bankruptcy Court
       Middle District of Georgia (Macon)

Debtor's Counsel: Wesley J. Boyer, Esq.
                  KATZ, FLATAU, POPSON AND BOYER, LLP
                  355 Cotton Avenue
                  Macon, GA 31201
                  Tel: (478) 742-6481
                  E-mail: wjboyer_2000@yahoo.com

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

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

A copy of the Company's list of its 19 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/gamb13-51550.pdf

The petition was signed by Barry Chambers, president/CEO.


CHG HEALTHCARE: Moody's Rates $110MM Loan B1 & $40MM Loan Caa1
--------------------------------------------------------------
Moody's Investors Service affirmed CHG Healthcare Services'
existing credit ratings, including the B2 Corporate Family Rating.

Additionally, Moody's assigned a B1 rating to a proposed $110
million first lien incremental term loan and a Caa1 rating to a
proposed $40 million second lien incremental term loan. The
ratings outlook remains stable.

CHG will use proceeds from the incremental $150 million in debt,
along with $15 million in balance sheet cash, to fund a $165
million special dividend to existing shareholders. Leonard Green &
Partners and Ares Management acquired CHG in November 2012.

Ratings Rationale:

The B2 CFR reflects Moody's expectation that CHG will de-leverage
to below 6x over the next 12-18 months, primarily through EBITDA
growth. Moody's anticipates double-digit percentage revenue growth
plus margin expansion due to strong end market demand for locum
tenens (physician staffing). CHG is the clear market leader in
this niche industry and continues to take share. The breadth of
its specialty physician offerings and customer base, management's
track record of meeting or exceeding operating expectations, and a
good liquidity profile further support the rating. The travel
nurse and allied staffing businesses are expected to benefit from
cyclical improvements in the near-term despite increased
competition.

Nonetheless, a debt-funded dividend so soon after the LBO
signifies highly aggressive sponsor financial policies. On a pro
forma basis, total debt / EBITDA is about 7x at March 31, 2013.
Revenue size, while growing, is still relatively small in
comparison to more diverse competitors in the staffing industry.

The stable outlook anticipates steady organic earnings growth with
limited debt repayment. The ratings could be downgraded if CHG
undertakes additional debt-funded dividends, liquidity
deteriorates, or market share or margins compress such that
Moody's expects total debt / EBITDA to be sustained above 6 times.
Moody's could upgrade the ratings if CHG demonstrates a commitment
to debt repayment such that total debt / EBITDA is expected to be
maintained below 5x while maintaining steady organic earnings
growth and a good liquidity profile.

Ratings affirmed:

  Corporate Family Rating, B2

  Probability of Default Rating, B2-PD

  $100 million first lien revolver due 2017, B1 (LGD3, 35%)

  $475 million first lien term loan due 2019, B1 (LGD3, 35%)

  $190 million second lien term loan due 2020, Caa1 (LGD5, 87%)

Ratings assigned:

  Proposed $110 million first lien term loan due 2019, B1
  (LGD3, 35%)

  Proposed $40 million second lien term loan due 2020, Caa1
  (LGD5, 87%)

All ratings are subject to Moody's review of final documentation.

CHG is a provider of temporary healthcare staffing services to
hospitals, physician practices and other healthcare settings in
the US. CHG derives most of its revenues from locum tenens
staffing. Revenues are expected to exceed $800 million in 2013.

The principal methodology used in this rating was the Global
Business & Consumer Service Industry Rating Methodology published
in October 2010. Other methodologies used include Loss Given
Default for Speculative-Grade Non-Financial Companies in the U.S.,
Canada and EMEA published in June 2009.


CMGT INC: 7th Circ. Affirms Toss of Mayer Brown Malpractice Suit
----------------------------------------------------------------
Stewart Bishop of BankruptcyLaw360 reported that the Seventh
Circuit upheld the toss of a $17 million malpractice suit against
Mayer Brown LLP stemming from a bankrupt health care management
services company's financing deal gone awry, holding that the
doctrine of judicial estoppel is flexible and doesn't lend itself
to rigid rules.

According to the report, a three-judge panel for the appeals court
rejected CMGT Inc.'s bankruptcy trustee's argument that in tossing
the suit, the district court wrongly applied judicial estoppel by
attributing litigation positions to the estate that were
previously taken by Spehar Capital, LLC.

                          About CMGT Inc.

In early 2004, Spehar Capital, LLC, a venture capital consulting
firm, secured a $17 million default judgment against CMGT, Inc.,
in California state court.

Seeking to recover the $17 million judgment, SC filed a single-
creditor involuntary bankruptcy petition against CMGT in Illinois
(Bankr. N.D. Ill. Case No. 04 B 31669).

David Grochocinski, in his capacity as Chapter 7 Trustee for the
bankruptcy estate of CMGT, sued Mayer Brown Rowe & Maw LLP and
Ronald B. Given, one of its attorneys, for legal malpractice.


CONTROLS INC: Case Summary & 2 Unsecured Creditors
--------------------------------------------------
Debtor: Controls, Inc.
        7643 Fullerton Road
        Springfield, VA 22153

Bankruptcy Case No.: 13-12855

Chapter 11 Petition Date: June 19, 2013

Court: U.S. Bankruptcy Court
       Eastern District of Virginia (Alexandria)

Judge: Robert G. Mayer

Debtor's Counsel: Ronald J. Aiani, Esq.
                  RONALD J. AIANI, P.C.
                  86 East Lee Street
                  Warrenton, VA 20186-3328
                  Tel: (540) 347-5295
                  E-mail: raiani@aianilaw.com

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

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

A copy of the Company's list of its two largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/vaeb13-12855.pdf

The petition was signed by Shawn Weingast, general manager.

Affiliates that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Best Industries, Inc.                 13-11554            04/05/13
Gunston Hall Realty, Inc.             13-11553            04/05/13


COREL CORP: S&P Affirms 'CCC+' Corp. Credit Rating; Outlook Stable
------------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its ratings on
packaged software provider Corel Corp., including its 'CCC+' long-
term corporate credit rating on the company.  The outlook is
stable.

Subsequently, Standard & Poor's withdrew its ratings on Corel at
the company's request.


DETROIT, MI: Emergency Manager Orr Orders Probe of Pensions
-----------------------------------------------------------
Matthew Dolan, writing for The Wall Street Journal, reported that
the emergency manager for Detroit ordered a financial probe of the
city's pension funds, a move that could lead to a takeover of the
system in this city on the edge of bankruptcy.

According to the WSJ report, Emergency Manager Kevyn Orr signed
the order directing the city's inspector general and auditor
general to investigate the city's two pension funds "to identity
any waste, abuse, fraud or corruption, including but not limited
to, administrative misfeasance or other impropriety."

Under Michigan law, Mr. Orr with other state officials could take
over the system by replacing its trustees if he finds that the
pension funds are substantially underfunded, the report related.
Finding gross mismanagement or criminal activity could also
strengthen Mr. Orr's hand to appoint new trustees or even become
the sole trustee himself, which would let him to manage the assets
of the system, according to a person familiar with the matter.

If he takes over the system, Mr. Orr might have an easier time of
prodding the funds' recipients into accepting concessions he has
proposed to save the city billions of dollars as part of a broader
restructuring of Detroit's nearly $20 billion in liabilities, the
report said. The person familiar with the matter said it isn't
likely that Mr. Orr would have the sole power to impose a new
pension system. He would still need agreements with unions and
retirees to change pensions, this person said.

Mr. Orr's actions could escalate tensions with the city's public
employee unions, according to WSJ.  Under Mr. Orr's plan, billions
in pension and health-care benefits -- as well as some payments to
bondholders -- would be cut in part to plow money into improved
services for the city's residents.


DEWEY STRIP: Owner of 23 Acres on Las Vegas Strip in Ch. 11
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Dewey Strip Holdings LLC and an affiliate, which
together own 23 acres on the Las Vegas Strip, filed Chapter 11
petitions early this month in Delaware.

Purchased before the recession, the two largely vacant parcels
were intended for redevelopment.  One parcel of 18 acres is on the
southern end of the strip near Mandalay Bay.  The second, with
5 acres, is in the central part of the strip near the Encore
Hotel.  Court papers peg the value of each parcel at less than
$50 million.

The report discloses that the properties are subject to a $250
million first-mortgage owing to Wells Fargo Bank NA.  There is a
junior mortgage for $28.3 million.

                       About Dewey Strip

Las Vegas, Nevada-based Dewey Strip Holdings LLC and Las Vegas
North Strip Holdings Syndications Group LLC sought Chapter 11
protection (Bankr. D. Del. Case Nos. 13-11479 and 13-11480) on
June 7 in Delaware, without stating a reason.

Each debtor, a Single Asset Real Estate as defined in 11 U.S.C.
Sec. 101(51B), estimated at least $10 million in assets and at
least $100 million in liabilities.

The Debtors are represented by Womble Carlyle Sandridge & Rise,
LLP as bankruptcy counsel.

The petitions were signed by Martin H. Walrath, IV, vice-president
of International Property Syndications, Ltd., as manager and sole
member.


DOWNSTREAM DEVELOPMENT: Moody's Cuts CFR to Caa1 on Poor Profits
----------------------------------------------------------------
Moody's Investors Service downgraded Downstream Development
Authority's Corporate Family Rating to Caa1 from B3, its
Probability of Default Rating to Caa1-PD from B3-PD, and the
rating on its senior secured notes to Caa1 from B3. The company's
rating outlook is negative.

The downgrade reflects Downstream's deterioration in its operating
performance following the opening of its new hotel tower in
December 2012 and its weak liquidity profile. Moody's estimates
Downstream's EBITDA declined approximately 10% in the second
quarter of fiscal 2013 (three months ended March 31, 2013) versus
the prior year despite the addition of the new hotel tower.
Preliminary indications are that the cost of the new hotel tower
has not successfully been offset with additional gaming revenue.

The downgrade also considers that the decline in earnings will
negatively affect Downstream's free cash flow just at the time
when mandatory amortization for the company's $35 million delayed
draw term loan used to build the new hotel tower is scheduled to
begin. Effective June 30, 2013 the delayed draw term loan will
amortize at $1.75 million per quarter. In Moody's estimation,
projected 2013 EBITDA of approximately $60 million will be
sufficient to cover fixed charges of approximately $56 million
(including interest expense, mandatory amortization, maintenance
capex and tribal distributions). However, there is not much
cushion to allow for further deterioration in the company's
operating performance, especially given likely to maintain only
minimal cash balances (excluding cage cash) after tribal
distributions.

The negative outlook reflects Moody's view that Downstream will
need to seek an amendment/waiver for its leverage and/or fixed
charge coverage financial covenants as early as the quarter ended
June 30, 2013. The deterioration in Downstream's earnings is
expected to cause the company to violate its leverage coverage
which steps down each quarter in 2013.

The following rating actions were taken:

Corporate Family Rating, downgraded to Caa1 from B3;

Probability of Default Rating, downgraded to Caa1-PD from B3-PD;

$295 million senior secured notes, due 2019, downgraded to Caa1
(LGD 4, 51%) from B3 (LGD 4, 50%).

Rating Rationale:

Downstream's Caa1 Corporate Family Rating reflects its weak
liquidity profile, small size, single asset profile, and high debt
leverage. Moody's expects the Downstream's debt/EBITDA to remain
above 5.5 times over the next 12 months, a level it considers high
given Downstream's small size and lack of diversification.
Additionally, Moody's rating incorporates other unique risks
associated with Native American gaming operators, including
uncertainty as to enforceability of lender's claims in bankruptcy
and liquidation. Positive rating consideration is given to
Downstream's limited direct competition at this time.

Downstream's rating could be downgraded if it is not able to
successfully negotiate long-term covenant relief or if its
liquidity deteriorates further.

Downstream's ratings could face upward pressure if the company's
liquidity profile improves and debt to EBITDA is sustained below 5
times and EBITA to interest expense is sustained above 1x.

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.

The Downstream Development Authority is a wholly owned
unincorporated instrumentality of the Quapaw Tribe of Oklahoma, a
federally-recognized Native American tribe with approximately
3,400 enrolled members. Downstream owns and operates the
Downstream Casino Resort, a Native American casino located at the
point where the state borders for Kansas, Missouri and Oklahoma
meet.


E-BIOFUELS: Imperial Finalizes Settlement on Debt Guarantee
-----------------------------------------------------------
Imperial Petroleum, Inc. said it finalized its settlement
agreement with the bank in connection with the guarantee of the
debt of e-Biofuels.

The final settlement removed any contingency for the sale of the
e-Biofuels facility.  The payment date of the settlement amount of
$1.0 million due to the bank remains on or before Dec. 31, 2015.
Imperial is working with the bank under the supervision of the
Indiana Department of Environmental Management to remove any and
all remaining chemicals and materials held in tanks and other
containers at the e-Biofuels facility to allow the facility to be
sold.

Imperial completed and the bankruptcy court approved a settlement
with the Bankruptcy Trustee for the e-Biofuels bankruptcy estate
concerning a claim by the Trustee for $242,000 in intercompany
transfers made by e-Biofuels.  Under the terms of the settlement,
Imperial will pay the total amount claimed in scheduled monthly
payments through May 2014.

Imperial signed two agreements with Archer Petroleum Corp. to
effect the sale of a 25% interest in the Peak Joint Venture for
500,000 shares of Archer restricted common stock and for the sale
of certain international manufacturing and marketing rights for
SANDKLENE 950 for $400,000 in cash, subject to a royalty
arrangement and the reservation by the Company of certain existing
customers.  Imperial will retain 25% of the Peak Joint Venture
project and will retain the rights to manufacture and sell
SANDKLENE 950 in the United States and internationally to its
existing customers.  Closing is scheduled for July 15, 2013 and
June 28, 2013 respectively, subject to the approval of the TSX
Exchange.

Jeffrey Wilson, president of Imperial, said, "We are continuing to
work toward settling any outstanding claims and disputes that
arose as a result of the bankruptcy filing of e-Biofuels.  Our
sale of part of the Peak Joint Venture and certain international
rights associated with SANDKLENE 950 is intended to provide us
with much needed working capital and another development partner
for the Peak Mine, once permitting is completed.  The development
of the Stampede Mine, while slower than we had hoped, is now
accelerating with the arrival and installation of major equipment
items, completion of the tank battery work and installation of
piping and electrical systems.  Our new target date for startup is
July 2013 subject to continued weather issues and equipment
delivery delays."

                         About e-Biofuels

e-Biofuels, LLC, a wholly owned subsidiary of Imperial Petroleum,
Inc., filed a Chapter 7 petition (Bankr. S.D. Ind. Case No. 12-
03816) on April 4, 2012.  e-Biofuels disclosed assets of $11.4
million and liabilities of $17,3 million.

e-Biofuels is a biodiesel producer located at east of Anderson,
Central Indiana.  E-biofuels began operating in 2007 and had the
capacity to produce 10 million gallons of biodiesel per year.

The Debtor is represented by:

         Jerald I. Ancel, Esq.
         TAFT STETTINIUS & HOLLISTER LLP
         One Indiana Sq., Suite 3500
         Indianapolis, IN 46204
         Tel: 317-713-3500
         Fax: 317-713-3699
         E-mail: jancel@taftlaw.com

The trustee appointed by the Court to oversee the e-Biofuels
bankruptcy proceedings is:

         Richard E. Boston
         27 N 8th St
         Richmond, IN 47374
         Tel: 765-962-7527
         E-mail: rebch7@bbkcc.com


EASTMAN KODAK: BNY, Travelers File Objections to Plan Outline
-------------------------------------------------------------
The Bank of New York Mellon asked U.S. Bankruptcy Judge Allan
Gropper to deny approval of the outline of Eastman Kodak Co.'s
proposed Chapter 11 reorganization plan.

The bank said the outline or the so-called disclosure statement
doesn't have sufficient information about the treatment of its
agreements with Kodak and Qualex Inc., a Kodak subsidiary, to form
a trust where assets of the companies' pension plans are held.

BNY Mellon also questioned a provision of the restructuring plan,
which releases third parties from various claims.

Another creditor, Travelers Casualty & Surety Co. of America, also
criticized Kodak for giving insufficient information about the
treatment of their indemnity agreement.  The agreement required
Kodak to indemnify Travelers for any loss suffered from the
issuance of surety bonds with respect to various obligations of
the company.

Judge Gropper will hold a court hearing on June 25 to consider
approval of the disclosure statement.  Kodak must first gain court
approval for the plan outline before it can solicit votes from
creditors.  A majority must vote to accept the plan before the
bankruptcy judge can hold a hearing to consider confirmation of
the plan.

Kodak's latest plan outline filed on Friday now calls for a $406
million rights offering.  Under the proposed rights offering, the
company will issue up to 34 million shares of common stock at
$11.94 each, equal to about 85% of the equity of a restructured
Kodak.

The company will use the proceeds from the sale of new common
shares to pay off holders of second-lien notes owed $375 million.
These noteholders will now receive cash instead of equity in a
restructured Kodak, according to the latest outline.

Unsecured creditors and retirees who are owed $2.8 billion could
purchase up to six million shares of Kodak's new common shares
under the rights offering.

GSO Capital Partners, BlueMountain Capital, George Karfunkel,
United Equities Group and Contrarian Capital have agreed to
backstop the rights offering.

A copy of the revised disclosure statement is available without
charge at http://is.gd/K4szPj

                        Revised Disclosures

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Eastman Kodak Co. prepared for the June 25 bankruptcy
court hearing by filing a revised disclosure statement on June 21
showing the reorganized company as having an equity value of $4.98
to $15.77 a share.

The report relates that by contrast, creditors will pay $11.94 for
each share in the rights offering helping to fund the plan by
generating $406 million.  The valuation was prepared for Kodak by
Lazard Freres & Co.  Assuming the hearing goes ahead, the
bankruptcy judge in New York will decide June 25 whether the newly
revised disclosure statement adequately describes the amended plan
filed last week.  The plan was changed to pay off second-lien
noteholders rather than give them 85 percent of the reorganized
company's stock.  Now, that stock is for purchase by creditors in
the rights offerings tentatively scheduled to begin July 8 and end
Aug. 9.

According to the report, the new disclosure statement contains a
liquidation analysis.  Based on an assumption that none of the
still operating businesses would be sold as a going concern,
creditors are told that junior lenders in the bankruptcy case
would only recover 29 percent.  Everyone else of lower priority
would receive nothing, including unsecured creditors and claims
arising during Chapter 11.

The report relates that Lazard pegged reorganized Kodak's
enterprise value at $800 million to $1.25 billion.  The
distributable value worked out to $1.487 billion to $1.955
billion, taking into account the enterprise value and $609 million
in excess cash, among other considerations.  The plan, as filed
last week, proposes a settlement to second-lien noteholders where
they would receive principal and interest in cash, at the non-
default rate, and $20 million in lieu of their claims for a make-
whole premium.  If the note holder class rejects the plan, they
will be treated as not being affected, thus giving the bankruptcy
judge responsibility for deciding how much of their claims for
default interest and make whole are proper.

The report says that the disclosure statement now shows unsecured
creditors as having $1.6 billion to $2.2 billion in claims and a
projected recovery of 4 percent to 5 percent.  For their
$635 million in claims for loss of retirement benefits, retirees
are shown a similar projected recovery.  Unsecured creditors and
benefit claim holders are to receive 15 percent of the stock and
the right to participate in the rights offering for six million of
the 34 million shares in the offering.  They also are to have
warrants exercisable at 125 percent and 135 percent of the $11.94
a share price in the offering.

The report relays that the other 28 million shares in the rights
offering are exclusively for creditors who quality as so-called
accredited investors and qualified institutional buyers with
claims exceeding $100,000 and $500,000, respectively.  In return
for a 5 percent commitment fee, creditors GSO Capital Partners LP,
BlueMountain Capital Inc., George Karfunkel, United Equities Group
and Contrarian Capital are backstopping the right offerings.  They
will purchase any shares not taken by other creditors.

The revised disclosure statement explains a settlement with New
York environmental regulators regarding the campus in Rochester.
Kodak will fund a trust with $49 million.  The trust will take
over liability for environmental remediation.  The trust is
already about half funded.

The report says that in addition, Kodak said it's near settlement
with representatives of non-qualified pension plans where they
will have $244 million in unsecured claims.  Funding for the plan
and reorganized Kodak will derive from the $406 million rights
offering and $895 million in bank financing. The plan entails so-
called substantive consolidation.  The company said it would be
impossible to treat creditors of the multitude of subsidiaries
separately.  Consequently, all creditors are treated alike
regardless of the debt and assets of a particular 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.

At the end of April 2013, Kodak filed a proposed reorganization
plan offering 85 percent of the stock to holders of the remaining
$375 million in second-lien notes. The other 15 percent is for
unsecured creditors with $2.7 billion in claims and retirees who
have a $635 million claim from the loss of retirement benefits.


EASTMAN KODAK: Seeks Court Approval to Obtain $895 Million Loan
---------------------------------------------------------------
Eastman Kodak Co. asks U.S. Bankruptcy Judge Allan Gropper to
approve the agreements it reached with major financial
institutions to arrange an $895 million in new financing.

Kodak will use the new loans to finance its exit from Chapter 11
protection, pay back its secured creditors under the current
debtor-in-possession loan facilities, and meet the company's post-
emergence working capital and liquidity needs.

Pursuant to the agreements, affiliates of Bank of America, Merrill
Lynch, JPMorgan, and Barclays Bank will serve as joint lead
arrangers for senior secured term loans of up to $695 million, and
for a new senior secured asset-based revolving credit facility of
up to $200 million.

The banks have also committed to provide $130 million of the
revolving credit facility, which is conditioned on, among other
things, the receipt of additional commitments from other lenders
in an amount not less than $45 million.

The new term loan will consist of a six-year $420 million senior
secured first lien term loan facility, and a seven-year $275
million senior secured second lien term loan facility.  Under
Kodak's Chapter 11 reorganization plan, the proceeds of the term
loan would be used to repay the company's DIP loan.

"The new financing, combined with other recent significant
milestones in our restructuring -? including the rights offering,
Amended Plan of Reorganization, and Eastman Business Park
settlement ?- will position Kodak for a bright long-term future,"
Kodak Chief Executive Antonio Perez said in a statement.

The proposed financing is expected to provide Kodak with more
favorable terms compared to the existing rollover exit financing
commitment, according to Kodak lawyer, Andrew Dietderich, Esq., at
Sullivan & Cromwell LLP, in New York.

Mr. Dietderich said the rollover exit financing only addressed
Kodak's term loan financing requirements, and did not contain an
asset-based revolving facility, which the restructured Kodak will
require for working capital purposes and to operate in the
ordinary course.

The financing agreements are subject to conditions, including
approval by the bankruptcy court, completion of financing
documentation, and a successful syndication in the loan markets.

A redacted copy of the agreements is available without charge at:

   http://bankrupt.com/misc/Kodak_LetterRevolvingLoan.pdf
   http://bankrupt.com/misc/Kodak_LetterTermLoan.pdf

Judge Gropper will hold a hearing on June 25, at 2:00 p.m.
(Eastern Time).

                      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.

At the end of April 2013, Kodak filed a proposed reorganization
plan offering 85 percent of the stock to holders of the remaining
$375 million in second-lien notes. The other 15 percent is for
unsecured creditors with $2.7 billion in claims and retirees who
have a $635 million claim from the loss of retirement


EASTMAN KODAK: Asks Court to Approve Rights Offerings Procedures
----------------------------------------------------------------
Eastman Kodak Co. asked U.S. Bankruptcy Judge Allan Gropper to
approve its proposed procedures for the conduct of two rights
offerings that will be implemented in connection with its Chapter
11 reorganization plan.

The rights offerings contemplate two distributions of subscription
rights entitling Kodak's eligible unsecured creditors to purchase
a total of up to 34 million shares of common stock in a
reorganized Kodak at $11.94 each.

The first rights offering will offer holders of general unsecured
claims and the "retiree settlement unsecured claim" the
opportunity to purchase each holder's pro rata share of six
million shares of new common stock.

In the other rights offering, creditors that qualify as
"accredited investors" or "qualified institutional buyers" will be
offered the opportunity to purchase between 28 million and 34
million shares of new common stock at $11.94 each.

Both rights offerings are set to expire on August 9, at 5:00 p.m.

Kodak will use the proceeds from the sale of new common shares to
pay off bondholders owed $375 million.  GSO Capital Partners,
BlueMountain Capital, George Karfunkel, United Equities Group and
Contrarian Capital have agreed to backstop the rights offerings.

A copy of the document detailing the proposed procedures can be
accessed for free at http://is.gd/rVTJgn

Judge Gropper will hold a hearing on June 25, at 2:00 p.m.
(Eastern Time).

                      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.

At the end of April 2013, Kodak filed a proposed reorganization
plan offering 85 percent of the stock to holders of the remaining
$375 million in second-lien notes. The other 15 percent is for
unsecured creditors with $2.7 billion in claims and retirees who
have a $635 million claim from the loss of retirement.


EASTMAN KODAK: Committee Wins Approval to Hire Buck as Consultant
-----------------------------------------------------------------
Eastman Kodak Co.'s official committee of unsecured creditors
received the green light from U.S. Bankruptcy Judge Allan Gropper
to hire Buck Consultants LLC as its actuarial consultant.

The firm will provide actuarial consulting services in connection
with the retirement plans sponsored by Kodak and its subsidiaries,
and assist the committee in evaluating the companies' worldwide
pension liabilities.

                      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.

At the end of April 2013, Kodak filed a proposed reorganization
plan offering 85 percent of the stock to holders of the remaining
$375 million in second-lien notes. The other 15 percent is for
unsecured creditors with $2.7 billion in claims and retirees who
have a $635 million claim from the loss of retirement.


EASTMAN KODAK: Scores Deal to Avoid Environmental Liabilities
-------------------------------------------------------------
Maria Chutchian of BankruptcyLaw360 reported that Eastman Kodak
Co. landed a deal with the New York Department of Environmental
Conservation that will protect it against environmental
liabilities related to the 1,200-acre industrial complex it is
selling for $8.5 million.

According to the report, under the terms of the deal, the bankrupt
company will set up a trust for the remediation of environmental
conditions at Eastman Business Park and the Genesee River. The
trust will be partly funded by the proceeds of the sale of the
park to Red-Rochester LLC, the report added.

                      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.

At the end of April 2013, Kodak filed a proposed reorganization
plan offering 85 percent of the stock to holders of the remaining
$375 million in second-lien notes. The other 15 percent is for
unsecured creditors with $2.7 billion in claims and retirees who
have a $635 million claim from the loss of retirement benefits.


EASTMAN KODAK: Drops Change in Ownership Provision in Exec. Plan
----------------------------------------------------------------
Eastman Kodak Company, on June 20, 2013, amended the Executive
Compensation for Excellence and Leadership Plan to remove its
change in ownership and change in control provisions.

                      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.

At the end of April 2013, Kodak filed a proposed reorganization
plan offering 85 percent of the stock to holders of the remaining
$375 million in second-lien notes. The other 15 percent is for
unsecured creditors with $2.7 billion in claims and retirees who
have a $635 million claim from the loss of retirement benefits.


EDISON MISSION: Approved to Refinance Viento Wind Power Projects
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Edison Mission Energy received authorization last
week from the bankruptcy court in Chicago to refinance non-
bankrupt subsidiary Viento Funding II Inc.  The refinancing allows
Viento to take down a larger credit, provide cash to EME and
remove EME's bankruptcy as a default on Viento's loan.  Viento
owns all or part of three wind-power projects.

                      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.

EME said it doesn't plan to emerge from Chapter 11 until December
2014 to receive benefits from a tax-sharing agreement with parent
Edison International Inc.


ENERGY SERVICES: Forbearance with United Bank Extended to July 31
-----------------------------------------------------------------
Energy Services of America Corp. has obtained an extension until
July 31, 2013, to raise funds and perform certain of its
obligations under the forbearance agreement with United Bank,
Inc., dated Nov. 28, 2012.

Pursuant to the Forbearance Agreement, the Company and its
subsidiaries acknowledge that they are in default under the terms
of two credit facilities.  United Bank has agreed to forbear from
exercising certain of its rights and remedies under the loan
agreements and related documents.

A copy of the Amended Forbearance Agreement is available at:

                        http://is.gd/3by5r6

                       About Energy Services

Huntington, West Virginia-based Energy Services of America
Corporation provides contracting services to America's energy
providers, primarily the gas and electricity providers.

The Company reported a net loss of $48.5 million on $157.7 million
of revenue in fiscal 2012, compared with a net loss of $5.3
million on $143.4 million of revenue in fiscal 2011.  The
Company's balance sheet at March 31, 2013, showed $50.19 million
in total assets, $45.69 million in total liabilities and $4.50
million in total stockholders' equity.

Arnett Foster Toothman PLLC, in Charleston, West Virginia,
expressed substantial doubt about Energy Services' ability to
continue as a going concern following the annual report for the
year ended Sept. 30 ,2012.  The independent auditors noted that
the Company has suffered recurring losses from operations and has
entered into a forbearance arrangement with its lenders as a
result of continued noncompliance with certain debt covenants.


ENGLOBAL CORP: Expects to Release $7MM in Collateral to Lender
--------------------------------------------------------------
ENGlobal Corporation's lenders issued $12.8 million in letters of
credit to a client in July 2011 on the Company's behalf to support
its performance on an international Automation project.  These
performance letters of credit were issued outside of the Company's
working capital facility with its current senior lender.

On June 17, 2013, its Performance Letters of Credit were allowed
to expire.  The Company has proposed an alternative option to
modify terms of future retention amounts to replace the
Performance Letters of Credit, which is currently under
consideration.

As a result, the Company expects its project-specific credit
agreement will be terminated and approximately $7.1 million in
collateral will be released to its senior lender.

                          About ENGlobal

Headquartered in Houston, Texas, ENGlobal --
http://www.ENGlobal.com-- is a provider of engineering and
related project services principally to the energy sector
throughout the United States and internationally.  ENGlobal
operates through two business segments: Automation and Engineering
& Construction.  ENGlobal's Automation segment provides services
related to the design, fabrication and implementation of process
distributed control and analyzer systems, advanced automation, and
related information technology.  The Engineering & Construction
segment provides consulting services relating to the development,
management and execution of projects requiring professional
engineering as well as inspection, construction management,
mechanical integrity, field support, quality assurance and plant
asset management.  ENGlobal currently has approximately 1,400
employees in 11 offices and 9 cities.

The Company's balance sheet at March 30, 2013, showed $70.79
million in total assets, $43.51 million in total liabilties, all
current, and $27.28 million in total stockholders' equity.

                          Going Concern

"The Company has been operating under difficult circumstances
since the beginning of 2012.  For the year ended December 29,
2012, the Company reported a net loss of approximately $33.6
million that included a non-cash charge of approximately $16.9
million relating to a goodwill impairment and a non-cash charge of
approximately $6.8 million relating to a valuation allowance
established in connection with the Company's deferred tax assets.
During 2012, our net borrowings under our revolving credit
facilities increased approximately $10.5 million to fund our
operations.  Due to challenging market conditions, our revenues
and profitability declined during 2012 and continued to weaken
through the first quarter of 2013.  As a result, we have failed to
comply with several financial covenants under our credit
facilities resulting in defaults.  Although we have sold assets,
reduced debt and decreased personnel in an attempt to improve our
liquidity position, we cannot assure you that we will be
successful in obtaining the cure or waiver of the defaults under
our credit facilities.  If we fail to obtain the cure or waiver of
the defaults under the facilities, the lenders may exercise any
and all rights and remedies available to them under their
respective agreements, including demanding immediate repayment of
all amounts then outstanding or initiating foreclosure or
insolvency proceedings.  In such event and if we are unable to
obtain alternative financing, our business will be materially and
adversely affected, and we may be forced to sharply curtail or
cease our operations.  As a part of our efforts to improve our
cash flow and restore our financial relationship with our lenders
under the PNC Credit Facility, we engaged an investment banking
firm to pursue strategic alternatives on behalf of the Company and
a consulting firm to assist the Company with cost cutting efforts.

These circumstances raise substantial doubt about the Company's
ability to continue as a going concern."


ENPRO TECHNOLOGIES: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: EnPro Technologies, LTD
        4225 NE Port Drive
        Lees Summit, MO 64064

Bankruptcy Case No.: 13-42286

Chapter 11 Petition Date: June 19, 2013

Court: U.S. Bankruptcy Court
       Western District of Missouri (Kansas City)

Judge: Cynthia A. Norton

Debtor's Counsel: Colin N. Gotham, Esq.
                  EVANS & MULLINIX, P.A.
                  7225 Renner Road, Suite 200
                  Shawnee, KS 66217
                  Tel: (913) 962-8700
                  Fax: (913) 962-8701
                  E-mail: colin@evans-mullinix.com

Debtor's
Accountant:       OSKVIG ACCOUNTING, INC.

Scheduled Assets: $1,815,000

Scheduled Liabilities: $3,060,331

A copy of the Company's list of its 20 largest unsecured creditors
is available for free at http://bankrupt.com/misc/mowb13-42286.pdf

The petition was signed by Thomas G. Holzbaur, president.


EVERGREEN OIL: Names Clean Harbors as Stalking Horse
----------------------------------------------------
Maria Chutchian of BankruptcyLaw360 reported that bankrupt waste
oil collector Evergreen Oil Inc. selected Clean Harbors Inc. as
the stalking horse bidder for nearly all of its assets after the
company came forward with an offer that includes $60 million in
cash.

According to the report, Evergreen says the cash and other
consideration, which includes an estimated $4.5 million for its
trade receivables, offered by Clean Harbors will be used to pay
the company's creditors under its Chapter 11 reorganization plan.

                        About Evergreen Oil

Headquartered in Irvine, California, with facilities located in
Newark and Carson, California, Evergreen Oil Inc. is one of the
largest waste oil collectors in California, and the only oil
re-refining operation in California.  Founded in 1984, EOI is also
a major provider of hazardous waste services, offering customers
across California a full range of environmental services to handle
all of their waste management needs.

Evergreen Oil and its parent, Evergreen Environmental Holdings,
Inc., sought Chapter 11 protection (Bankr. C.D. Cal. Case Nos.
13-13163 and 13-13168) on April 9, 2013, in Santa Ana California.

The Debtors on the petition date filed applications to employ
Levene, Neale, Bender, Yoo & Brill L.L.P. as bankruptcy counsel;
Jeffer, Mangels Butler & Mitchell L.L.P. as special corporate
counsel effective; and Cappello Capital Corp. as exclusive
investment banker.

The Debtors each estimated assets and debts of $50 million to
$100 million.  According to the docket, the formal schedules of
assets and liabilities are due April 23, 2013.


FOURTH QUARTER PROPERTIES: Can Obtain DIP Loans to Pay Appraiser
----------------------------------------------------------------
Judge W. Homer Drake of the U.S. Bankruptcy Court for the Northern
District of Georgia, Newnan Division, authorized Fourth Quarter
Properties XXXVIII, LLC, to obtain debtor-in-possession financing
to pay solely for the services of hiring an appraiser and testify
regarding the value of the real estate collateral, and for
attorney's fees and expenses.

Judge Drake, in a separate order, authorized the Debtor to use, on
an interim basis, cash collateral securing its prepetition
indebtedness only to pay (i) monthly payments to Charter Bank and
Cornerstone Commercial Mortgages, LLC, as required under Section
362(d)(3)(B) of the Bankruptcy Code, and (ii) quarterly fees owed
to the Office of the United States Trustee.

Cornerstone previously objected to the Debtor's motion for
authority to use the cash collateral.  Among other things,
Cornerstone objects to the Debtor's use of cash collateral to pay
utilities and maintenance expenses of those parts of its property
which leases to three affiliates, in accordance with written
leases the Debtor and those affiliates entered effective May 1,
2013.  Prior to the hearing, the Debtor, Cornerstone and Charter
Bank reached a resolution of the Cash Collateral Motion and the
objection, and Cornerstone and Charter Bank have consented to the
entry of the Interim Cash Collateral Order.  As part of the
resolution, the Debtor has agreed to amend its leases with its
three affiliates to make them ?triple net? leases, under which the
affiliate tenants will be responsible to pay directly their
utilities, maintenance, insurance, and taxes with respect to the
portions of the Debtor's property that they lease, those lease
amendments to have appropriate rent adjustments and to take effect
retroactive to May 1, 2013.

Judge Drake will convene, at a later date, a hearing to determine
the administrative status of the DIP financing.

The Debtor is represented by Austin E. Carter, Esq. --
acarter@stoneandbaxter.com -- at Stone and Baxter LLP, in Macon,
Georgia.  Charter Bank is represented by Lynn Carroll, Esq. --
LCarroll@sglegal.com -- at Siegel & Golder, P.C., in Atlanta,
Georgia.  Cornerstone Commercial is represented by Aaron M.
Kappler, Esq. -- Thompson, O'Brien, Kemp & Nasuti, P.C., in
Norcross, Georgia.

                 About Fourth Quarter Properties

Fourth Quarter Properties XXXVIII, LLC, filed a Chapter 11
petition (Bankr. N.D. Ga. Case No. 13-10585) in Newnan, Georgia,
on March 5, 2013.  The Debtor is a single asset real estate debtor
as defined in 11 U.S.C. Sec. 101(51B) and has property in 45, 47
& 59 Ansley Drive, in Newnan.  The Debtor estimated at least
$10 million in assets and at least $1 million in liabilities as of
the Chapter 11 filing.

Matthew Cathey, Esq., at Stone & Baxter, LLP, in Macon, Georgia,
serves as the Debtor's counsel.  According to the docket, the
Chapter 11 plan and disclosure statement are due July 3, 2013.


FOURTH QUARTER PROPERTIES: Employs Pardue & Company as Appraiser
----------------------------------------------------------------
Fourth Quarter Properties XXXVIII, LLC, sought and obtained
authority from the U.S. Bankruptcy Court for the Northern District
of Georgia, Newnan Division, to employ Pardue & Company as real
estate appraiser to appraise the value of the Debtor's properties
located at Newnan, Coweta County, Georgia.

The Appraiser charges a $15,000 fee plus travel for the appraisal
reports, with a payment of $7,500 due in advance and the balance
due upon the delivery of the reports, plus an hourly charge of $35
for court appearances and depositions.

                 About Fourth Quarter Properties

Fourth Quarter Properties XXXVIII, LLC, filed a Chapter 11
petition (Bankr. N.D. Ga. Case No. 13-10585) in Newnan, Georgia,
on March 5, 2013.  The Debtor is a single asset real estate debtor
as defined in 11 U.S.C. Sec. 101(51B) and has property in 45, 47
& 59 Ansley Drive, in Newnan.  The Debtor estimated at least
$10 million in assets and at least $1 million in liabilities as of
the Chapter 11 filing.

Matthew Cathey, Esq., at Stone & Baxter, LLP, in Macon, Georgia,
serves as the Debtor's counsel.  According to the docket, the
Chapter 11 plan and disclosure statement are due July 3, 2013.


HANDY HARDWARE: Littlejohn to Get Ownership via Plan
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Handy Hardware Wholesale Inc., a Houston-based buying
cooperative for 1,300 retail stores, has a July 25 confirmation
hearing for approval of a Chapter 11 plan allowing Littlejohn
Management Holdings to acquire the business in return for a
$4 million contribution.

According to the report, the plan calls for paying off or rolling
over working capital financing from first-lien lender Wells Fargo
Bank NA.  Capital One Bank USA NA, with liens on warehouses in
Houston and Meridian, Mississippi, will receive title to both
facilities and lease the Houston property back to the purchaser.
The Mississippi warehouse was closed.  Capital One is owed $25.8
million.

The report relates that unsecured creditors have claims from $35
million to $56 million.  For a recovery of 8 percent to 12
percent, they will receive what's left from the $4 million after
paying costs of winding down the Chapter 11 case.  For unsecured
creditors, a significant feature the plan is the waiver of claims
to sue for preferences, or payments received with 90 days of
bankruptcy.

The company is owned by the retailers it serves.  Although the
owners' equity interests will be extinguished, they will receive
incentives to continue doing business.

                      About Handy Hardware

Handy Hardware Wholesale, Inc., filed a Chapter 11 petition
(Bankr. D. Del. Case No. 13-10060) on Jan. 11, 2013.

Handy Hardware is engaged in the business of buying goods from
vendors and selling those goods at a discounted price to its
members for sale in their retail stores.  Handy Hardware, which
has 300 employees, is operating on a cooperative basis and is
completely member-owned, with over 1,000 members.  The Debtor's
warehouse facilities are located in Houston, Texas, and in
Meridian, Mississippi.  Trucking services are provided by Averitt
Express, Inc., and Trans Power Corp.  Its members operate 1,300
retail stores, home centers, and lumber yards.  The members are
located in 14 states throughout the U.S. as well as in Mexico,
South America, and Puerto Rico.

Bankruptcy Judge Mary F. Walrath oversees the case.  Lawyers at
Ashby & Geddes, P.A., serve as the Debtor's counsel.  MCA
Financial serves as financial advisor.  Donlin Recano serves as
claims and noticing agent.  The Debtor disclosed $79,169,106 in
assets and $77,605,085 plus an unknown in liabilities as of the
Chapter 11 filing.

A seven-member official committee of unsecured creditors has been
appointed in the case.  Gellert Scali Busenkell & Brown, LLC
represents the Committee.

Wells Fargo is providing a $30 million revolving credit to finance
operations in Chapter 11.

In June 2013, Handy Hardware said it wants to sell itself to a
unit of private equity firm Littlejohn Management Holdings LLC in
a deal that would pay off all administrative claims and raise the
recoveries of unsecured creditors.  Under Handy Hardware's amended
Chapter 11 plan, Littlejohn would also pay $4 million to cover
wind-down costs for the estate and to go toward paying unsecured
creditors on a pro-rated basis.


HERON LAKE: Inks Management Services Agreement with EMS
-------------------------------------------------------
Heron Lake BioEnergy, LLC, entered into a Limited Management
Services Agreement with Energy Management Solutions, Inc., an
affiliate of ICM, Inc., the licensor of certain process technology
used in the Company's ethanol plant.

Pursuant to the Agreement, the Company engaged EMS on a temporary
basis to provide personnel to fulfill the duties of temporary
general manager at the Company's ethanol plant.  Pursuant to the
Agreement, EMS will designate one of its employees to perform, on
a full time basis, the duties of "Temporary General Manager"
during the term of the Agreement.  The Temporary General Manager
will normally be at the Company's plant Monday through Friday.
The Temporary General Manager will supervise the operational
functions at the plant with respect to the production of ethanol,
distillers' grain and co-products.  The Temporary General Manager
will also have authority and control over the management functions
at the Company's plant.

For its services under the Agreement, the Company will pay EMS a
management fee of $175 per hour for the Temporary General
Manager's working hours and $90 per hour for the Temporary General
Manager's travel hours.  If emergency weekend on-site coverage is
required, the management fee for all associated hours (excluding
travel hours) will be $225 per hour.  The Company also will pay
EMS for its reasonable and necessary costs and expenses at the
cost incurred by the Temporary General Manager plus 15 percent.
The term of the Agreement is from June 19, 2013, to Oct. 18, 2013,
subject to earlier termination including by the Company for
convenience upon not less than 15 days' written notice to EMS and
by EMS for convenience upon not less than 30 days' written notice
to the Company.

                         About Heron Lake

Heron Lake BioEnergy, LLC, operated a dry mill, coal fired ethanol
plant in Heron Lake, Minnesota.  After completing a conversion in
November 2011, the Company is now a natural gas fired ethanol
plant.  Its subsidiary, HLBE Pipeline Company, LLC, owns 73
percent of Agrinatural Gas, LLC, the pipeline company formed to
construct, own, and operate a natural gas pipeline that provides
natural gas to the Company's ethanol production facility through a
connection with the natural gas pipeline facilities of Northern
Border Pipeline Company in Cottonwood County, Minnesota.  Its
subsidiary, Lakefield Farmers Elevator, LLC, has grain facilities
at Lakefield and Wilder, Minnesota.  At nameplate, the Company's
ethanol plant has the capacity to process approximately 18.0
million bushels of corn each year, producing approximately 50
million gallons per year of fuel-grade ethanol and approximately
160,000 tons of distillers' grains with soluble.

In its report on the Company's financial statements for the fiscal
year ended Oct. 31, 2012, Boulay, Heutmaker, Zibell & Co.
P.L.L.P., in Minneapolis, Minnesota, expressed substantial doubt
about Heron Lake BioEnergy's ability to continue as a going
concern.  The independent auditors noted that the Company has
incurred losses due to difficult market conditions and the
impairment of long-lived assets.  "The Company is out of
compliance with its master loan agreement and is operating under a
forbearance agreement whereby the Company agreed to sell
substantially all of its assets."

The Company reported a net loss of $32.35 million for the year
ended Oct. 31, 2012, as compared with net income of $543,017 for
the year ended Oct. 31, 2011.

                         Bankruptcy Warning

At Jan. 31, 2013, the Company's total indebtedness to AgStar was
approximately $41.1 million.  All of the Company's assets and real
property are subject to security interests and mortgages in favor
of AgStar as security for the obligations of the master loan
agreement.  The Company's failure to pay any required installment
of principal or interest or any other amounts payable under the
Company's Term Loan or Term Revolving Loan or the Company's
failure to perform or observe any covenant under the Sixth Amended
and Restated Master Loan Agreement would result in an event of
default, entitling AgStar to accelerate and declare due all
amounts outstanding under the Company's Term Loan and its Term
Revolving Loan.

"Upon the occurrence of any one or more Events of Default, as
defined under the Sixth Amended and Restated Forbearance
Agreement, including failure to observe any of the financial or
affirmative covenants..., AgStar may accelerate all of our
indebtedness and may seize the assets that secure our
indebtedness, causing us to lose control of our business.  We may
also be forced to sell our assets, restructure our indebtedness,
submit to foreclosure proceedings, cease operations or seek
bankruptcy or reorganization protection."


IMAGEWARE SYSTEMS: Bruce Toll Held 6.7% Equity Stake at June 18
---------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Bruce Toll and his affiliates disclosed that,
as of June 18, 2013, they beneficially owned 5,424,606 shares of
common stock of ImageWare Systems, Inc., representing 6.72 percent
of the shares outstanding.  The reporting persons previously
disclosed beneficial ownership of 7,047,434 common shares or 9.65
percent equity stake as of June 20, 2011.  A copy of the amended
regulatory filing is available at http://is.gd/k54mDr

                      About ImageWare Systems

Headquartered in San Diego, California, ImageWare Systems, Inc.,
is a leader in the emerging market for software-based identity
management solutions, providing biometric, secure credential, law
enforcement and enterprise authorization.  Its "flagship" product
is the IWS Biometric Engine.  Scalable for small city business or
worldwide deployment, the Company's biometric engine is a multi-
biometric platform that is hardware and algorithm independent,
enabling the enrollment and management of unlimited population
sizes.  The Company's identification products are used to manage
and issue secure credentials, including national IDs, passports,
driver licenses, smart cards and access control credentials.  Its
law enforcement products provide law enforcement with integrated
mug shot, fingerprint LiveScan and investigative capabilities.
The Company also provides comprehensive authentication security
software.

Imageware Systems incurred a net loss of $10.19 million in 2012,
as compared with a net loss of $3.18 million in 2011.  The
Company's balance sheet at March 31, 2013, showed $7.61 million in
total assets, $6.68 million in total liabilities and $927,000 in
total shareholders' equity.


IZEA INC: Obtains $170,000 Financing From Director
--------------------------------------------------
IZEA, Inc., entered into unsecured loan agreements with Brian W.
Brady, a director of the Company.  Pursuant to these agreements,
the Company received short term loans of $120,000 and $50,000 on
June 7 and June 14, 2013, respectively, both of which are due on
Aug. 31, 2013.  The notes bear interest at 7 percent per annum
with a default rate of interest at 12 percent based on a 360 day
year.

                          About IZEA, Inc.

IZEA, Inc., headquartered in Orlando, Fla., believes it is a world
leader in social media sponsorships ("SMS"), a rapidly growing
segment within social media where a company compensates a social
media publisher to share sponsored content within their social
network.  The Company accomplishes this by operating multiple
marketplaces that include its platforms SocialSpark,
SponsoredTweets and WeReward, as well as its legacy platforms
PayPerPost and InPostLinks.

The Company has incurred significant losses from operations since
inception and has an accumulated deficit of $20.9 million as of
June 30, 2012.  The Company's balance sheet at March 31, 2013,
showed $1.01 million in total assets, $2.96 million in total
liabilities and a $1.94 million total stockholders' deficit.

Cross, Fernandez & Riley, LLP, in Orlando, Florida, expressed
substantial doubt about IZEA's ability to continue as a going
concern, following the Company's results for the fiscal year ended
Dec. 31, 2011.  The independent auditors noted that the Company
has incurred recurring operating losses and had an accumulated
deficit at Dec. 31, 2011, of $18.1 million.


JEH COMPANY: Hearing Today on Use of Frost Bank's Cash Collateral
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas will
convene a hearing today June 25, 2013, at 10:30 a.m., to consider
an agreed order authorizing, on an interim basis, JEH Company's
use of cash collateral.

On June 10, the Court approved an agreed order granting the
continued use of cash collateral which Frost Bank asserts an
interest.

As reported in the Troubled Company Reporter on June 7, 2013,
JEHCO has identified Frost Bank as lender asserting liens against
assets that constitute cash collateral.  Frost Bank is owed $3.5
million in principal under a loan to JEHCO and $2.55 million in
principal under a loan to debtor JEH Stallion Station, Inc., and
non-debtor JEH Pipeline Co. Inc.

JEHCO says that interim use of cash collateral will be limited to
only those expenses that are actual and necessary in connection
with the continued operation of the business.  The Debtor is
seeking to pay, among other things, prepetition obligations
totaling $175,000 to employees.  No employee would receive in
excess of $11,725.

"If operations are ceased, the value of the property against which
the liens of the secured creditor attach, may decline.  If
operations are ceased, the opportunity of the Debtor to generate
adequate income to repay outstanding obligations may be
inadequate.  The Debtor believes that with appropriate
restructuring and debt repayment that is consistent with the cash
flow of the Debtor, the operations of the Debtor can be
profitable," avers Mark J. Petrocchi, Esq., at Griffith, Jay &
Michel, LLP, counsel for the Debtor.

The Debtor states that it will offer "fair protection" to the
secured creditor, included but not limited to providing regular
reporting consistent with the reporting provided to the United
States Trustee, reasonable additional reporting generally prepared
by the Debtor or which may be prepared by the Debtor without undue
burden, and a replacement lien to protect against the diminution
of the value of the estate of the Debtor.

                         About JEH Company

JEH Company, JEH Stallion Station, Inc., and JEH Leasing Company,
Inc. filed bare-bones Chapter 11 petitions (Bankr. N.D. Tex. Case
Nos. 13-42397 to 13-42399) in Ft. Worth, Texas on May 22, 2013.

JEH Company estimated at least $10 million in assets and
liabilities.

Mark Joseph Petrocchi, Esq., at Griffith, Jay & Michel, LLP, in
Ft. Worth, serves as counsel to the Debtors.

JEH Company was organized in 1982 by Jim and Marilyn Helzer.
According to http://www.jehroofingcompany.com/JEHCO buys roofing
material directly from the manufacturer and sell it to
contractors, builders, and homeowners.  JEH Leasing owns and
leases equipment and vehicles primarily for use in the business of
JEHCO.  Stallion is in the quarter horse and thoroughbred horse
business.


JERRY'S NUGGET: Asks Court to Extend Plan Solicitation Deadline
---------------------------------------------------------------
Jerry's Nugget, Inc., and Spartan Gaming LLC, earlier this month
asked the U.S. Bankruptcy Court for the District of Nevada to:

   i) enter an initial order extending the exclusive period to
secure acceptance of the Debtors' Plan through June 26, 2013,
which is the hearing date for approval of the Debtors' Disclosure
Statement, and U.S. Bank's motion to terminate exclusivity; and

  ii) enter a second order extending the exclusivity period for
the Debtors to obtain confirmation of the pending Plan through the
confirmation hearing date that will be determined in conjunction
with the June 26 hearing on the approval of the Disclosure
Statement.

According to the Debtors, exclusivity is warranted to allow the
Debtors to complete their confirmation hearing without incurring
the significant expense of addressing a completing plan filed by a
lender that is over-secured by more than $4 million and has no
risk of nonpayment, which lender plan will certainly seek to
divest the Debtors of their family-owned casino that they have
owned and operated since 1964.

                             The Plan

As reported in the Troubled Company Reporter on June 13, 2013, the
Court will convene a hearing on June 26, at 9:30 a.m., to consider
the adequacy of the Disclosure Statement explaining the Plan of
Reorganization proposed by Jerry's Nugget and Spartan Gaming.

According to the Disclosure Statement, the Debtors' Plan generally
provides for the repayment of claims against the Debtors as: (i)
Allowed Secured Claims will be paid in full with interest; (ii)
Allowed Priority Claims will be paid in full with interests; (iii)
Allowed Administrative Convenience Claims will be paid in full;
and (iv) Allowed General Unsecured Claims will be paid their Pro
Rata portion of $2,500,000, which will be funded by Debtors'
ongoing operations and the $400,000 or greater contribution
from the Stamis Trusts.  Existing Equity Securities in JNI and
Spartan Gaming will be canceled and 100 percent of the Reorganized
Debtors' stock and membership issued to the Stamis Trusts.

On the substantial consummation date, the Stamis Trusts will
contribute $400,000, which money will be used by Reorganized
Debtors to fund the distributions required under the Plan. Upon
the written request of Reorganized Debtors after the substantial
consummation date, the Stamis Trusts will additionally contribute
others funds as are necessary for Reorganized Debtors to timely
tender the distributions contemplated by the Plan.

A copy of the Disclosure Statement is available for free at
http://bankrupt.com/misc/JERRYS_NUGGET_ds.pdf

The Bankruptcy Court also will convene a hearing on June 26 at
9:30 a.m., to consider creditor U.S. Bank National Association's
motion to limit the Debtors' exclusivity period.  U.S. Bank wants
the Court terminate the Debtors' exclusive periods.  The bank said
in Court papers filed last month that it would be impossible for
the Debtors to obtain acceptance of a plan prior to the June 10
expiration of their exclusivity period.

U.S. Bank also stated that the Debtors have been dilatory in
seeking plan confirmation and the Debtors are mismanaged.  U.S.
Bank stressed that terminating the Debtors' exclusivity period
will not prevent the Debtors from seeking confirmation of their
own plan.

             About Jerry's Nugget and Spartan Gaming

Jerry's Nugget Inc., operates Jerry's Nugget, a casino consisting
of approximately 87,187 square feet of building area and 24,511
square fee of casino floor space with approximately 630 slot and
video poker machines and 9 table games.  Jerry's Nugget also
contains a sports book, a keno area and a small live pit.

Jerry's Nugget Inc. and affiliate Spartan Gaming LLC sought
Chapter 11 protection (Bankr. D. Nev. Lead Case No. 12-19387) in
Las Vegas, Vegas, on Aug. 13, 2012.  Jerry's Nugget, owned by the
Stamis family, has a 9.1-acre casino property in North Las Vegas.
The property consists of 87,187 square feet of building area and
24,511 square feet of casino floor space, with 630 slot and video
poker machines and 9 table games.  Jerry's Nugget also contains a
sports book, a keno area, and a small live pit.  There are two
restaurants the Uncle Angelo's Pizza Joint and Jerry's Famous
Coffee shop as well as Uncle Angelo's Bakery, a locals' favorite.
Net revenues totaled $22.5 million, including $15.3 million in
gaming revenue, in the year ended Dec. 31, 2011.  Spartan Gaming
owns 12 parcels of real property in Nevada.  Two of the parcels
provide parking access for Jerry's Nugget.

Judge Mike K. Nakagawa presides over the case. Gerald M. Gordon,
Esq., at Gordon Silver represent the Debtors.  Jerry's Nugget
estimated assets and debts of $10 million to $50 million.  Jerry's
Nugget said its current going concern value is at least
$8 million.  Spartan Gaming estimated $1 million to $10 million in
assets and debts.  The petitions were signed by Jeremy Stamis,
president.

In its schedules, Jerry's Nugget disclosed $12,378,944 in assets
and $10,771,442 in liabilities as of the Petition Date.


JM SMUCKER: False Ad Plaintiff Can Recover Fees, Judge Rules
------------------------------------------------------------
Matthew Heller of BankruptcyLaw360 reported that a California
federal judge ruled that the lead plaintiff in a false advertising
class action against The J.M. Smucker Co. is entitled to an award
of millions of dollars in attorneys' fees even though she was
removed from the case after filing bankruptcy.

According to the report, U.S. District Judge George H. King agreed
with Mary Henderson that she had standing to claim attorneys' fees
as the "successful" or "prevailing" party in the lawsuit, which
alleged Smucker falsely marketed products full of hydrogenated
oils as healthy.

The case is Mary Henderson v. The J. M. Smucker Company, Case No.
2:10-cv-04524 (GHK)(C.D. Calif.).

J. M. Smucker Co. is a multi-billion dollar North American food
corporation based in Orrville, Ohio.  It manufactures, markets,
and sells cooking oils nationwide from its manufacturing plant in
Orrville, Ohio, including Crisco Natural Blend Oil, Crisco Pure
Corn Oil, Crisco Pure Canola Oil, and Crisco Pure Vegetable Oil.


K-V PHARMACEUTICAL: Exclusivity Tolled Over DIP Lenders' Objection
------------------------------------------------------------------
Judge Allan Gropper of the U.S. Bankruptcy Court for the Southern
District of New York extended K-V Pharmaceutical Company and its
debtor affiliates' exclusivity periods over the objection raised
by lenders providing bankruptcy financing and the prepetition
noteholders.

Silver Point Finance, LLC, Whitebox Advisors, LLC, and Pioneer
Investment Management, Inc., as DIP Agent and DIP Lenders and
members of the Ad Hoc Group, complain that the Debtors rejected
the reorganization plan they proposed in favor of a plan that is
economically less favorable to the Debtors' creditors and estates.

The Noteholders also object to the Debtors' request for approval
of a revised replacement DIP credit agreement, asserting that the
Debtors will receive no benefit if they consummate the
refinancing, but instead will put in place a refinancing facility
that is unnecessary and clearly inferior to the DIP Facility while
depriving their creditors of the amount of the total fees and
expenses of at least four additional law firms and potentially
additional advisors.

"Instead of pursuing this economically superior plan, the Debtors
seek authority to irreversibly chain themselves to an inferior
plan. . . The Debtors continue to demonstrate that they do not
have the best interest of their creditors in mind," the
Noteholders argued.

The Debtors have until Aug. 16, 2013, to file a plan of
reorganization and until Sept. 16 to solicit acceptances of that
plan.

Lori R. Fife, Esq., and Robert J. Lemons, Esq., at Weil, Gotshal &
Manges LLP, in New York, for the DIP Agent, DIP Lenders, and the
Ad Hoc Group.

                    About K-V Pharmaceutical

K-V Pharmaceutical Company (NYSE: KVa/KVb) --
http://www.kvpharmaceutical.com/-- is a fully integrated
specialty pharmaceutical company that develops, manufactures,
markets, and acquires technology-distinguished branded and
generic/non-branded prescription pharmaceutical products.  The
Company markets its technology distinguished products through
ETHEX Corporation, a subsidiary that competes with branded
products, and Ther-Rx Corporation, the company's branded drug
subsidiary.

K-V Pharmaceutical Company and certain domestic subsidiaries on
Aug. 4, 2012, filed voluntary Chapter 11 petitions (Bankr.
S.D.N.Y. Lead Case No. 12-13346, under K-V Discovery Solutions
Inc.) to restructure their financial obligations.

K-V employed Willkie Farr & Gallagher LLP as bankruptcy counsel,
Williams & Connolly LLP as special litigation counsel, and SNR
Denton as special litigation counsel.  In addition, K-V tapped
Jefferies & Co., Inc., as financial advisor and investment banker.
Epiq Bankruptcy Solutions LLC is the claims and notice agent.

The U.S. Trustee appointed five members to serve in the Official
Committee of Unsecured Creditors.  Kristopher M. Hansen, Esq.,
Erez E. Gilad, Esq., and Matthew G. Garofalo, Esq., at Stroock &
Stroock & Lavan LLP, represent the Creditors Committee.

Weil, Gotshal & Manges LLP's Robert J. Lemons, Esq., and Lori R.
Fife, Esq., represent an Ad Hoc Senior Noteholders Group.


K-V PHARMACEUTICAL: Settlement with Texas and Ven-A-Care Approved
-----------------------------------------------------------------
BankruptcyData reported that the U.S. Bankruptcy Court approved K-
V Pharmaceutical's settlement agreement with the State of Texas
and Ven-A-Care of the Florida Keys.

As previously reported," Under this agreement, Claim No. 300 will
be deemed allowed as a general unsecured claim against K-V
Pharmaceutical in the fixed, liquidated amount of $3,000,000 and
the State of Texas shall be paid a pro rata distribution on
account of the allowed Texas claim in accordance with any
confirmed Chapter 11 plan. Simultaneously, the Texas action and
the Company stay enforcement motion will be withdrawn."

                    About K-V Pharmaceutical

K-V Pharmaceutical Company (NYSE: KVa/KVb) --
http://www.kvpharmaceutical.com/-- is a fully integrated
specialty pharmaceutical company that develops, manufactures,
markets, and acquires technology-distinguished branded and
generic/non-branded prescription pharmaceutical products.  The
Company markets its technology distinguished products through
ETHEX Corporation, a subsidiary that competes with branded
products, and Ther-Rx Corporation, the company's branded drug
subsidiary.

K-V Pharmaceutical Company and certain domestic subsidiaries on
Aug. 4, 2012, filed voluntary Chapter 11 petitions (Bankr.
S.D.N.Y. Lead Case No. 12-13346, under K-V Discovery Solutions
Inc.) to restructure their financial obligations.

K-V employed Willkie Farr & Gallagher LLP as bankruptcy counsel,
Williams & Connolly LLP as special litigation counsel, and SNR
Denton as special litigation counsel.  In addition, K-V tapped
Jefferies & Co., Inc., as financial advisor and investment banker.
Epiq Bankruptcy Solutions LLC is the claims and notice agent.

The U.S. Trustee appointed five members to serve in the Official
Committee of Unsecured Creditors.  Kristopher M. Hansen, Esq.,
Erez E. Gilad, Esq., and Matthew G. Garofalo, Esq., at Stroock &
Stroock & Lavan LLP, represent the Creditors Committee.

Weil, Gotshal & Manges LLP's Robert J. Lemons, Esq., and Lori R.
Fife, Esq., represent an Ad Hoc Senior Noteholders Group.


LEE BRICK: Has Until June 28 to Solicit Plan Votes
--------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of North
Carolina extended Lee Brick & Tile Company's exclusive periods to
solicit acceptances for the proposed Amended and Restated Plan of
Reorganization until June 28, 2013.

The Court conditionally approved the Amended Disclosure Statement
on April 24.

As reported in the Troubled Company Reporter on March 26, 2013,
the Debtor's Plan of Reorganization groups claims into 11 classes
of creditors.  The first three classes relate to costs of
administration and priority claims under the Bankruptcy Code, and
the treatment of each is governed by specific provisions of the
Bankruptcy Code.  Classes 4 through 8 relate to classes that are
treated as secured creditor classes.  Class 9 relates to the
Unsecured Deficiency Claim of Capital Bank.  Class 10 relates to
allowed unsecured creditor claims while Class 11 relates to
Shareholder Interests.

Payments provided under the terms of the Plan will be made from
those monies remaining after satisfaction of Class 1, Class 2, and
Class 3, and after debt service payments as otherwise provided in
the Plan, and after payment of normal operating expenses and
retention of sufficient operating reserve of the Reorganized
Debtor, derived from the following sources:

   (i) the Debtor's Cash on Hand at Effective Date;

  (ii) net sale proceeds from any other Retained Assets designated
       for sale as provided in the terms of the Plan;

(iii) revenues from the business operations of the Reorganized
       Debtor;

  (iv) net proceeds from the Debtor's collection of accounts
       receivable and tax refunds, if any;

   (v) net proceeds from recoveries of Designated Litigation, if
       any, and

  (vi) voluntary capital contributions from shareholders or loans
       from a shareholder(s) made on a basis subordinate to the
       interests of Class 4, 5, 6, 7, 8, 9, and 10 allowed claims.

Capital Bank, N.A., formerly known as NAFH National Bank,
successor by merger with Capital Bank, has filed an Objection to
the Plan, which separately classifies Capital Bank's claim into
secured and unsecured portions. The Plan proposes to allow Capital
Bank a Class 4 Secured Claim in the amount of $8,500,000 and a
Class 9 Unsecured Deficiency Claim in the amount of $4,895,490.39.
Each class sets forth alternative repayment proposals for the
Secured Claim and the Unsecured Claim.

Capital Bank objects to treatment of its claim for the following
reasons:

    (1) The Plan improperly prefers equity holders.

    (2) The Plan is not feasible.

    (3) The Plan does not provide Capital Bank with as much as
        Capital Bank would receive under a liquidation.

    (4) The Plan improperly classifies the Unsecured Claim.

    (5) The Plan is not fair and equitable to Capital Bank.

    (6) The Plan has not been proposed in good faith.

                          About Lee Brick

Sanford, North Carolina-based Lee Brick & Tile Company filed a
bare-bones Chapter 11 petition (Bankr. E.D.N.C. Case No. 12-04463)
on June 15, 2012, in Wilson on June 15, 2012.

Lee Brick -- http://www.leebrick.com/-- began its operations in
1951 after Hugh Perry and 10 local businessmen from Lee County
decided three years prior to invest in the business of
brickmaking.  In the late 1950's Hugh Perry bought out the
investing partners, making Lee Brick a solely owned and operated
family company.  Hugh Perry named his son Frank president in 1970,
which he served until 1999 and currently serves as CEO.  Since
1999 Don Perry succeeded his father and serves as the company's
president.  Frank Perry, along with his sons Don and Gil, and
brother-in-law JR (rad) Holton have helped guide the family
business through revolutionary changes in brick manufacturing that
few people in the ceramic industry could have ever anticipated.

Judge Randy D. Doub presides over the case.  Kevin L. Sink, Esq.,
at Nicholls & Crampton, P.A., serves as the Debtor's counsel.  The
petition was signed by Don W. Perry, president.

The Debtor, in its amended schedules, disclosed $27,851,968 in
assets and $14,136,003 in liabilities as of the Chapter 11 filing.
In the original schedules, the Debtor scheduled $27,851,968 in
assets and $14,135,140 in liabilities.  Lender Capital Bank is
owed $13.0 million, of which $6.5 million is secured.


LEHMAN BROTHERS: Brokerage Lawyers Awarded $62 Million
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that James Giddens, the trustee liquidating the brokerage
subsidiary of Lehman Brothers Holdings Inc., was awarded about
$62 million for services he performed along with his firm Hughes
Hubbard & Reed LLP for a year ended in February.

The report notes that Mr. Giddens and the firm can't spend it all
because about $6.2 million was held back for final payment later
in the case.  In addition, Giddens and Hughes Hubbard voluntary
reduced their fees 10 percent in agreement with the Securities
Investor Protection Corp. when the liquidation began in 2008.
SIPC provides funds to pay costs of the liquidation.

                     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.

Lehman made its first payment of $22.5 billion to creditors in
April 2012, a second payment of $10.2 billion on Oct. 1, 2012, and
a third payment of $14.2 billion on April 4, 2013.  The
brokerage is yet to make a first distribution to non-customers.

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.


LOGAN'S ROADHOUSE: Moody's Lowers CFR & Notes Rating to 'Caa2'
--------------------------------------------------------------
Moody's Investors Service downgraded Logan's Roadhouse Inc.'s
Corporate Family Rating to Caa2 from B3 and Probability of Default
Rating to Caa2-PD from B3-PD. Concurrently, Moody's lowered the
rating on the $355 million senior secured second lien notes to
Caa2 from B3. The ratings outlook is stable.

The downgrade of the Corporate Family Rating to Caa2 reflects very
high leverage, weak same store sales and customer traffic, and
concerns about the sustainability of the capital structure over
the intermediate term. Moody's expects the company's financial
performance to remain under pressure over the intermediate term
given headwinds that include soft consumer discretionary spending
in the company's primary markets, volatile beef costs, and the
intense competitive environment among casual dining concepts.

The following rating actions were taken:

  Corporate Family Rating, downgraded to Caa2 from B3;

  Probability of Default Rating, downgraded to Caa2-PD from
  B3-PD;

  $355 million senior secured second lien notes, due 2017,
  downgraded to Caa2 (LGD 4, 50%) from B3 (LGD3, 49%).

Ratings Rationale:

Logan's Caa2 Corporate Family Rating reflects the company's weak
liquidity profile, EBITA to interest expense of below 1 times and
projected debt leverage of above 8.0 times (Moody's adjusted) over
the next 12-18 months. Moreover, the rating reflects limited
financial flexibility stemming from Logan's debt service burden
that is expected to consume a substantial portion of available
cash. Moody's projections assume that EBITDA generation continues
to modestly deteriorate owing to continued soft guest traffic
trends, and increasing commodity and labor costs. Moody's is also
concerned about the company's inability to close underperforming
restaurants and cut losses swiftly as the process is cumbersome
due to the heavy influence of leases that govern many of its
properties. Logan is not expected to offset the negative pressures
with pricing increases given the intensely competitive nature of
the casual restaurant industry and highly price sensitive
consumer.

The rating is supported by the company's established niche as a
roadhouse-themed steakhouse chain focusing on value offerings and
new management's initiatives that focus on improving profitability
and growth.

The stable outlook reflects Moody's expectation for modest EBITDA
deterioration and for debt leverage to remain above 8 times over
the next 12 months.

The ratings could be downgraded if Logan's liquidity materially
weakens for any reason. Additionally, continued negative trends in
operating metrics, particularly in guest traffic, could place
pressure on the ratings.

The ratings could be upgraded if the company's liquidity profile
improves significantly. Additionally, positive ratings pressure
could develop if Logan's is able to improve same-store sales and
guest traffic at its existing restaurants on a sustainable basis
such that EBITA/interest expense is sustained above 1 times and
debt/EBITDA is sustained below 7.0x.

The principal methodology used in this rating was the Global
Restaurant 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.

Logan's Roadhouse, Inc. headquartered in Nashville, Tennessee,
owns and operates 232 and franchises 26 traditional American
roadhouse-style steakhouses in 23 states across the country as of
April 28, 2013. Company-owned units are largely concentrated in
the south and southeastern United States with franchise locations
in California and the Carolinas. Revenues for the last twelve
months ended April 28, 2013 were $648 million.


LPATH INC: Stockholders Elect Six Directors
-------------------------------------------
LPath Inc. held its annual meeting of stockholders on June 19,
2013, at which the stockholders:

   (1) elected Daniel H. Petree, Scott R. Pancoast, Jeffrey A.
       Ferrell, Daniel L. Kisner, Charles A. Mathews and Donald R.
       Swortwood as directors, each to a one-year term;

   (2) ratified the appointment of Moss Adams, LLP, as the
       Company's independent registered public accounting firm for
       the fiscal year ending Dec. 31, 2013;

   (3) approved, on a non-binding advisory basis, the compensation
       of the Company's named executive officers;

   (4) indicated "1 Year" as the preferred frequency of the
       advisory vote on executive compensation;

   (5) ratified an amendment to the Company's Articles of
       Incorporation to increase the authorized common stock from
       28,571,429 shares to 100,000,000 shares; and

   (6) approved an amendment and to the Company's Amended and
       Restated 2005 Equity Incentive Plan to increase the number
       of shares of Common Stock issuable under the Plan by
       1,015,635 shares.

In light of the results of the stockholder vote on the frequency
of future non-binding advisory votes on the compensation of the
Company's named executive officers, and consistent with the
Company's recommendation, the Company's Board of Directors has
determined that the Company will hold a non-binding advisory vote
on executive compensation annually until the next required vote on
the frequency of future non-binding advisory votes on the
compensation of the Company's named executive officers.

Effective on June 19, 2013, Lpath filed a Certificate of Amendment
to Articles of Incorporation to increase the authorized Common
Stock from 28,571,429 shares to 100,000,000 shares.

                         About Lpath, Inc.

San Diego, Calif.-based Lpath, Inc. is a biotechnology company
focused on the discovery and development of lipidomic-based
therapeutics, an emerging field of medical science whereby
bioactive lipids are targeted to treat human diseases.

Lpath disclosed a net loss of $2.75 million in 2012, as compared
with a net loss of $3.11 million in 2011.  The Company's balance
sheet at March 31, 2013, showed $23.04 million in total assets,
$9.17 million in total liabilities and $13.87 million in total
stockholders' equity.


MAIN STREET: No Bids Competing With Insiders to Buy Daily Voice
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Daily Voice received no competing bids to buy news
Web sites for 41 communities in Westchester County, New York, and
Fairfield County, Connecticut.

According to the report, the company was slated to appear in
bankruptcy court June 24 in White Plains, New York, aiming to
obtain authorization for the founder and two shareholders to buy
the business for $800,000.  Founder Carll Tucker and two
shareholders are the prospective buyers.  They are offering
$100,000 cash while taking ownership in exchange for $550,000 in
pre-bankruptcy secured debt and $150,000 in financing for the
Chapter 11 effort.

                       About Main Street

Main Street Connect LLC, the owner of the Daily Voice news website
for 41 communities in Westchester County, New York, and Fairfield
County, Connecticut, filed a Chapter 11 petition (Bankr. S.D.N.Y.
Case No. 13-22729).  The business disclosed assets of $395,000 and
liabilities totaling $877,000, including $550,000 in secured debt.

Daily Voice was facing a lawsuit by workers alleging violation of
the federal Fair Labor Standards Act.  The lawsuit, which is
pending, had cost $500,000 in fees and precluded raising more
financing.


MASTRO'S RESTAURANTS: S&P Raises CCR to 'B'; Outlook Stable
-----------------------------------------------------------
Standard & Poor's Ratings Services said it raised its corporate
credit rating on Woodland Hills, Calif.-based Mastro's Restaurants
LLC to 'B' from 'B-'.  The outlook is stable.  At the same time,
S&P withdrew its 'B-' issue-level and '4' recovery rating on the
company's $102 million senior secured notes. Subsequently, S&P
withdrew the corporate credit rating on the company.

The rating action reflects Mastro's improved credit profile
following its recent acquisition by Landry's Inc. and the
completed exchange of approximately $102 million of Mastro's notes
for about $111.6 million of Landry's notes.  Once integrated, S&P
believes Mastro's will benefit from Landry's operational synergies
and its capital resources.


MCCLATCHY COMPANY: Amends 2012 Annual Report
--------------------------------------------
The McClatchy Company has amended its annual report on Form 10-K
for the year ended Dec. 30, 2012, that was originally filed with
the Securities and Exchange Commission on March 6, 2013, to
present circulation revenues associated with the Company's "fee
for service" contracts with distributors and carriers on a gross
basis, as opposed to on a net basis as previously presented in the
Form 10-K, and to correct an administrative error in the
disclosure of the date associated with the Company's first fiscal
quarter in 2013.

The difference in presentation results in delivery costs
associated with these contracts being reported as other operating
expenses, rather than as a reduction in circulation revenues, in
the Company's consolidated statements of operations.  The Company
believes this correction is not material to its previously issued
financial statements for prior periods.  There is no impact to the
previously reported operating income, net income (loss) or net
income (loss) per common share in any of the periods presented.

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

                        http://is.gd/aYtamg

                    About The McClatchy Company

Sacramento, Cal.-based The McClatchy Company (NYSE: MNI)
-- http://www.mcclatchy.com/-- is the third largest newspaper
company in the United States, publishing 30 daily newspapers, 43
non-dailies, and direct marketing and direct mail operations.
McClatchy also operates leading local Web sites in each of its
markets which extend its audience reach.  The Web sites offer
users comprehensive news and information, advertising, e-commerce
and other services.  Together with its newspapers and direct
marketing products, these interactive operations make McClatchy
the leading local media company in each of its premium high growth
markets.  McClatchy-owned newspapers include The Miami Herald, The
Sacramento Bee, the Fort Worth Star-Telegram, The Kansas City
Star, The Charlotte Observer, and The News & Observer (Raleigh).

The McClatchy incurred a net loss of $144,000 in 2012, as compared
with net income of $54.38 million in 2011.  The Company's balance
sheet at March 31, 2013, showed $2.84 billion in total assets,
$2.81 billion in total liabilities,  and $32.83 million in
stockholders' equity.

                           *     *     *

McClatchy carries a 'Caa1' corporate family rating from Moody's
Investors Service.  In May 2011, Moody's changed the rating
outlook from stable to positive following the company's
announcement that it closed on the sale of land in Miami for
$236 million.  The outlook change reflects Moody's expectation
that McClatchy will utilize the net proceeds to reduce debt,
including its underfunded pension position, which will reduce
leverage by approximately half a turn and lower required
contributions to the pension plan over the next few years.

McClatchy Co. carries a 'B-' Corporate Credit Rating from
Standard & Poor's Ratings Services.


MERIDIAN SUNRISE: Wants Cash Access Until Plan Effective Date
-------------------------------------------------------------
Meridian Sunrise Village, LLC, asks the U.S. Bankruptcy Court for
the Western District of Washington to extend the Debtor's
authority to use cash collateral until Aug. 31, 2013.

According to the Debtor, the last day the Debtor may use cash
collateral is the earlier of (i) the effective date of a confirmed
plan of reorganization, or (ii) July 1.

In this relation, the Debtor requests further authority to use
cash collateral through the earliest of (i) the effective date of
a confirmed of a plan of reorganization; (ii) entry of a
subsequent order of the Court following notice and hearing that
terminates the Debtor's authority to use cash collateral, or
(iii) Aug. 31.  The Debtor also proposes to effectuate the
extension pursuant to an order substantially in the form of the
final cash collateral order.

On April 26, the Court entered its order approving First Amended
Disclosure Statement.  The Court held an initial hearing on the
Plan on May 29, and has set an evidentiary hearing on confirmation
of the Plan to begin on June 27.

A June 26 hearing at 9 a.m. has been set.

                About Meridian Sunrise Village LLC

Meridian Sunrise Village LLC filed a Chapter 11 petition (Bankr.
W.D. Wash. Case No. 13-40342) in Tacoma, Washington, on Jan. 18,
2013.  The Debtor, a single asset real estate under 11 U.S.C. Sec.
101(51B), disclosed $70.6 million in total assets and
$65.9 million in total liabilities in its schedules.  James L.
Day, Esq., at Bush Strout & Kornfeld LLP represents the Debtor.

The Debtor owns the property known as the New Meridian Sunrise
Village in 10507 156th St. E. Puyallup, Washington.  The Debtor
has valued the property at $70 million, which property secures
debt of $64.4 million to U.S. Bank, National Association.  A copy
of the schedules attached to the petition is available at
http://bankrupt.com/misc/wawb13-40342.pdf

Alan D. Smith -- ADSmith@perkinscoie.com -- and Brian A. Jennings,
WSBA -- BJennings@perkinscoie.com -- at Perkins Coie, LLP
represent U.S. Bank National Association, as administrative agent.

James L. Day at Bush Strout & Kornfeld LLP represents the Debtor
in its restructuring effort.


MESA ACQUISITION: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Mesa Acquisition Corp.
        10 Commerce Park N., Suite 6
        Bedford, NH 03110

Bankruptcy Case No.: 13-11578

Chapter 11 Petition Date: June 19, 2013

Court: U.S. Bankruptcy Court
       District of New Hampshire (Manchester)

Judge: J. Michael Deasy

Debtor's Counsel: Robert J. Keach, Esq.
                  BERSTEIN, SHUR, SAWYER & NELSON
                  100 Middle Street, PO Box 9729
                  Portland, ME 04104-5029
                  Tel: (207) 774-1200
                  Fax: (207) 774-1127
                  E-mail: rkeach@bernsteinshur.com

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

Estimated Debts: $0 to $50,000

The Company's list of its largest unsecured creditors filed with
the petition does not contain any entry.

The petition was signed by Jessica Giguere-Dionne, director of
finance.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Mesa International Corp.              13-11554            06/17/13


MONARCH COMMUNITY: Gets Preliminary Approval of Recapitalization
----------------------------------------------------------------
Monarch Community Bancorp, Inc., the parent company of Monarch
Community Bank, has received written, preliminary approval from
the United States Department of Treasury to retire Monarch's
Capital Purchase Program preferred stock for 45 percent of the
$6.785 million principal balance (approximately $3,053,250) plus
100 percent of the accrued and unpaid dividends thereon
(approximately $1,440,858 as of Sept. 30, 2013), subject to
certain conditions, including the completion of Monarch's
previously announced $16.5 million private placement common stock
offering.  On May 7, 2013, the Company announced that it had
engaged two well respected investment banking firms to co-lead the
equity offering.  On June 10, 2013, Monarch announced that its
Board of Directors set the offering price at $2.00 per share.

The approval by Treasury of Monarch's proposed CPP preferred stock
retirement is preliminary in nature and is subject to the
negotiation and execution of a definitive Securities Purchase
Agreement between Monarch and Treasury.  The offering is also
contingent upon regulatory approvals and other conditions.

                      About Monarch Community

Coldwater, Michigan-based Monarch Community Bancorp, Inc., was
incorporated in March 2002 under Maryland law to hold all of the
common stock of Monarch Community Bank, formerly known as Branch
County Federal Savings and Loan Association.  The Bank converted
to a stock savings institution effective Aug. 29, 2002.  In
connection with the conversion, the Company sold 2,314,375 shares
of its common stock in a subscription offering.

Plante & Moran, PLLC, in Auburn Hills, Michigan, expressed
substantial doubt about Monarch Community's ability to continue as
a going concern.  The independent auditors noted that the
Corporation has suffered recurring losses from operations and as
of Dec. 31, 2011, did not meet the minimum capital requirements as
established by the regulators.

The Corporation reported a net loss of $353,000 on $6.8 million of
net interest income (before provision for loan losses) in 2011,
compared with a net loss of $10.9 million on $7.5 million of net
interest income (before provision for loan losses) in 2010.  Total
non-interest income was $4.0 million for 2011, compared with
$3.7 million for 2010.

The Company's balance sheet at Dec. 31, 2011, showed
$208.1 million in total assets, $197.0 million in total
liabilities, and stockholders' equity of $11.1 million.


MOORE FREIGHT: Reaches Adequate Protection Terms with Creditors
---------------------------------------------------------------
Judge Keith M. Lundin of the U.S. Bankruptcy Court for the Middle
District of Tennessee, Nashville Division, signed off two orders
approving agreements entered into by Moore Freight Service, Inc.,
with two of its secured lenders, which provide for the terms of
the adequate protection for the Debtor's use of the collateral
securing its prepetition indebtedness.

The first order provides that SG Equipment Finance USA Corp. will
have an allowed fully secured claim in the amount of $369,088,
plus interest, fees and costs.  As adequate protection for the use
of the Double Drop Trailers, the Debtor will make monthly payments
in the amount of $8,750 to SGEF from February to June 2013 and
$5,000 beginning in July 2013 through the date of the confirmation
of a plan of reorganization.  At all times that the Double Drop
Trailers are in the Debtor's use and possession, they must
continue to be fully insured and used for their intended purpose.
SGEF has also agreed to forbear the prosecution of a pending
lawsuit against Dan Moore until Aug. 1, 2013, or the confirmation
of a plan of reorganization, whichever date comes first.

The second order provides that to provide Capital One Equipment
Leasing & Finance with adequate protection of its interest in the
Collateral, the Debtor will make monthly payments to Capital One
in the total amount of $4,200 per month, commencing with a payment
due on April 28, 2013, and on each subsequent month until the
commencement of payments on Capital One's secured claim as part of
the Debtor's Plan of Reorganization.

Roy C. DeSha, Esq. -- roy@deshalaw.com -- at Desha Watson PLLC, in
Nashville, Tennessee, and Michael Tsang, Esq. --
mtsang@tsanglawfirm.com -- at The Tsang Law Firm, P.C., in New
York, represent SGEF.

Michael G. Abelow, Esq., at Sherrard & Roe, PLC, in Nashville,
Tennessee, represent Capital One.

David P. Canas, Esq., Barbara D. Holmes, Esq., and Tracy M. Lujan,
Esq., at Harwell Howard Hyne Gabbert & Manner, P.C., in Nashville,
Tennessee, represent the Debtor.

                    About Moore Freight Service
                      and G.R.E.A.T. Logistics

Moore Freight Service, Inc. and G.R.E.A.T. Logistics Inc. sought
Chapter 11 protection (Bankr. M.D. Tenn. Case Nos. 12-08921 and
12-08923) in Nashville on Sept. 28, 2012.  Moore Freight is a
freight service company specializing in flat gas transportation.
Founded in 2001, Moore is the largest commercial flat glass
logistics firm in the U.S.  It operates in the U.S., Canada and
Mexico.  GLI does not have any operations other than the limited,
occasional freight brokerage services currently provided to Moore
Freight.

Bankruptcy Judge Keith M. Lundin oversees the cases.  Attorneys at
Harwell Howard Hyne Gabbert & Manner PC serve as counsel.  LTC
Advisory Services LLC serves as the Debtor's financial advisors.
Moore Freight estimated assets and debts of $10 million to $50
million.  CEO Dan R. Moore signed the petitions.

Counsel for the Debtor's pre-bankruptcy and DIP lender, Marquette
Transportation Finance, Inc., are Linda W. Knight, Esq., at
Gullett, Sanford, Robinson & Martin, PLLC; and Thomas J. Lallier,
Esq., at Foley & Mansfield PLLP.


NEW ENTERPRISE: Moody's Changes Ratings Outlook to Negative
-----------------------------------------------------------
Moody's Investors Service revised the rating outlook for New
Enterprise Stone & Lime to negative from stable and affirmed its
existing ratings, including its Caa1 corporate family rating and
Caa1-PD probability of default rating.

The following ratings actions were taken:

  Caa1 Corporate Family Rating, affirmed

  Caa1-PD Probability of Default, affirmed

  Caa3, LGD5- 84% on senior unsecured notes, affirmed

  Caa1 on senior secured cash-pay and PIK Notes affirmed,
  LGD3-45% revised to LGD3-43%

  Rating outlook revised to negative from stable

Ratings Rationale:

The change in outlook to negative from stable reflects the
company's prolonged weak operating performance as it continues to
grapple with ongoing soft demand in its key markets. As a result,
operating margins remain depressed, adjusted debt leverage exceeds
its previous peak, and its interest coverage and internal sources
of liquidity remain weak.

The Caa1 corporate family rating reflects the company's modest
scale, seasonality of its business, limited geographic
diversification, concentration of business with Pennsylvania DOT,
very high financial leverage, low operating margins and currently
weak construction end markets. The rating, however, is supported
by the company's adequate liquidity, strong position in its core
markets, prospects for stabilizing and ultimately recovering
construction spending, multi-generational family stewardship, and
prudent acquisition and growth strategy.

Moody's expects that various fiscal constraints at the federal and
state levels on the infrastructure and transportation programs
continue to negatively affect the company's construction end
market activity and put pressure on its operating performance,
leaving limited opportunities for material improvement in the near
term. As a result, without an improvement in earnings, debt-to-
EBITDA leverage is likely to remain elevated and at risk of rising
further. The PIK interest component of its senior secured notes
provides liquidity relief, but at the same time increases the
company's debt burden.

New Enterprise has an adequate liquidity position, which reflects
its limited cash balances, and high working capital needs,
reliance on its $145 million ABL revolving credit facility due
March 2017 and limited alternate liquidity sources as all assets
are fully encumbered. The company has a favorable debt maturity
profile as its senior secured and senior unsecured notes do not
mature until 2018.

The rating would likely be downgraded if the company continues to
experience declining profitability, if adjusted debt-to-EBITDA
leverage continues to exceed 9x, or if liquidity and coverage
metrics deteriorate further.

Given current weak end market conditions and the associated weak
credit metrics as well as limited opportunities for material
improvement, upward pressure on the ratings is unlikely in the
intermediate term. However, over a longer time horizon, material
de-levering resulting in adjusted debt-to-EBITDA consistently
falling below 6.0x, and EBIT-to-Interest exceeding 1.5x combined
with improved profitability could result in ratings upgrade.
Building additional geographic diversity, scale, and customer
diversity would also improve the company's credit risk profile.

The principal methodology used in this rating was the Global
Building Materials Industry Methodology published in July 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.

New Enterprise Stone & Lime, Co., Inc. is a privately held,
vertically-integrated construction materials supplier,
heavy/highway construction contractor, and traffic safety services
and equipment provider. The company operates 52 quarries and sand
deposits, 32 hot mix asphalt plants, 20 fixed and portable ready
mixed concrete plants, five concrete production plants, three lime
distribution centers, seven construction supply centers, and in
its traffic safety equipment segment - five manufacturing
facilities and a national network of sales facilities. NESL's
operations are primarily concentrated in Pennsylvania and Western
New York, with reach into the adjacent states including Delaware,
Maryland, West Virginia, Virginia, and New Jersey. In fiscal year
2013 ending February 28, 2013, the company generated $677 million
in revenues and $38 million in adjusted EBITDA.


OCEAN DRIVE: Court Dismisses Chapter 11 Cases
---------------------------------------------
The U.S. Bankruptcy Court has approved the motions of Ocean Drive
Investment LLC and Cavalier Hotel LLC to dismiss their Chapter 11
cases.

ODI is the former owner of a 46-room hotel known as the Cavalier
Hotel, and CavHotel is the former management company of the Hotel.

The Debtors attempted but were unable to propose a confirmable
plan of reorganization before the March 13, 2013 foreclosure sale
of the hotel.  Ridge Hill Holdings-Miami LLC, which obtained a
judgment of foreclosure in June 2012 and owed $9.9 million on a
secured promissory note as of the bankruptcy filing, sought the
foreclosure sale.  Ridge Hill emerged as the successful bidder at
the sale.

Since ODI is no longer owner of the property, neither ODI nor
CavHotel are capable of proposing a plan of reorganization that
either reorganizes the indebtedness on the hotel or provides
returns to creditors other than Ridge Hill from the unencumbered
assets they have on hand.  Besides the hotel, the Debtors have
few, if any, remaining assets and the majority of their assets
appear to be encumbered by liens or interests in favor of Ridge
Hill that were foreclosed in the state court action.

The Debtors do not believe the conversion of their cases to
Chapter 7 will provide distributions to unsecured creditors
because in addition to the facts that there are no encumbered
assets to distribute, the guaranty issued by CavHotel ensures that
Ridge Hill will receive the lion's share of any such
distributions.

In February, the Hon. Robert A. Mark of the U.S. Bankruptcy Court
for the Southern District of Florida entered an order granting the
motion filed by Ridge Hill Holdings-Miami to strike Ocean Drive's
joint motion to enjoin the foreclosure sale.

On Feb. 12, 2013, secured judgment creditor and first mortgage
holder Ridge Hill stated that because the original plan sponsor
backed out and the Debtors have abandoned the Plan, it is simply
impossible for the Debtors to establish cause to enjoin the
foreclosure sale because it cannot put on a prima facie case for
confirmation of the Plan.

The Debtors requested for the re-imposition of the automatic
stay based upon the Court's order granting stay relief, and
enjoining the sale scheduled by Ridge Hill of the hotel.  The
Debtors said they intend to file an amended Plan.

         About Ocean Drive Investment and Cavalier Hotel

Ocean Drive Investment LLC and Cavalier Hotel LLC filed for
Chapter 11 protection (Bankr. S.D. Fla. Case No. 12-30448 and
12-30451) on Aug. 28, 2012, in Miami.

ODI is the owner of the Cavalier hotel located at Ocean Drive,
in Miami's South Beach, facing the Atlantic Ocean.  The Hotel has
46 rooms and is just within walking distance to bars, shops,
dining, nightlife, and the nonstop action of South Beach.
Cavalier Hotel LLC is the management company that operates and
manages the Hotel.

Ocean Drive has scheduled assets of $16,000,000 and liabilities of
$10,558,303 as of the Petition Date.  Cavalier Hotel LLC estimated
under $50,000 in assets and at least $10 million in liabilities.

The Debtors are represented by Nicholas B. Bangos, Esq., in Miami.


OP-TECH ENVIRONMENTAL: Inks $6MM Financing Agreement with Accord
----------------------------------------------------------------
OP-TECH Environmental Services, Inc., on June 18, 2013, entered
into a financing arrangement with Accord Financial, Inc.  The
Financing Arrangement consists of (1) a $1 million term loan
evidenced by a promissory note, dated June 18, 2013, from the
Company to the Lender, and (2) up to $5 million under an accounts
receivable purchase and sale facility pursuant to a Master
Purchase and Sale Agreement and Addendum to Master Purchase and
Sale Agreement, both dated June 18, 2013, by and between the
Company and Lender.

The Financing Arrangement enabled the Company to discharge and
terminate its prior credit facilities with First Niagara Bank,
N.A.  As of March 31, 2013, outstanding debt under the Prior
Facilities totaled approximately $6.8 million.  Initial proceeds
from the Financing Arrangement were primarily used to repay the
debt outstanding under the Prior Facilities at a discounted payoff
amount equal to 40 percent of the aggregate principal balance plus
accrued and unpaid interest (approximately $2.7 million including
interest).  Additional amounts available under the Financing
Arrangement may be used for general corporate and working capital
purposes.

The Term Loan will mature on the earlier of (i) June 30, 2016, and
(ii) the termination of the Factoring Agreement.  The Factoring
Agreement has a term of one year and is renewable from year to
year thereafter unless terminated by either the Company or the
Lender.

The Term Loan is payable in monthly principal installments of
$27,777.78 each together with interest thereon at a floating rate
equal to Branch Banking and Trust Company's Prime Rate plus 12.75
percent per annum, accrued daily and calculated on the basis of a
year of 360 days.  Under the terms of the Factoring Agreement, the
Lender may, at its sole discretion, purchase certain of the
Company's eligible accounts receivable.  Upon any acquisition of
an account receivable, the Lender will advance to the Company up
to 80 percent of the face amount of the account receivable.  In
the event that receivable remains outstanding beyond 90 days of
the advance, or, at the Lender's option, 120 days, then the
Company will be required to either repay the advance or replace
that receivable with another eligible account receivable.

Each account receivable acquired by Lender will be subject to a
discount rate of 0.88 percent of the face amount of each account
receivable for 25 days and at the Lender's option, that account
receivable may be refactored for two 25-day periods at the
discount rate of 0.88 percent per period, subject to prorating
from the date of payment.

The Company has agreed to sell to the Lender a minimum of $3
million of accounts receivable per calendar quarter.  However, the
maximum amount funded by Lender at any one time may not exceed
$5,000,000.

A copy of the Form 8-K is available for free at:

                        http://is.gd/Najc89

East Syracuse, N.Y.-based OP-TECH Environmental Services, Inc.,
provides comprehensive environmental and industrial cleaning and
decontamination services predominately in New York, New England,
Pennsylvania, New Jersey, and Ohio.

Dannible & McKee, LLP, in their audit report, dated May 14, 2013,
for the fiscal year ended Dec. 31, 2012, expressed substantial
doubt about OP-TECH Environmental's ability to continue as a going
concern.  The independent auditors noted that the Company has
negative working capital and a stockholders' deficit at Dec. 31,
2012, and caused violations of the Company's financing agreements.

The Company reported net income of $1.0 million on $32.3 million
of revenues in 2012, compared with a net loss of $7.5 million on
$30.7 million of revenues in 2011.

The Company's balance sheet at March 31, 2013, showed $8.99
million in total assets, $12.79 million in total liabilities and a
$3.79 million shareholders' deficit.


ORCHARD SUPPLY: Section 341(a) Meeting Set on July 23
-----------------------------------------------------
Patton Tiiara notified the Court that a meeting of creditors in
the bankruptcy case of Orchard Supply Hardware Stores will be held
on July 23, 2013, at 1:00 pm, at J. Caleb Boggs Federal Building,
844 King Street, Wilmington, DE, 2nd Floor, Room 2112.

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 Orchard Supply

San Jose, Cal.-based Orchard Supply Hardware Stores Corporation
operates neighborhood hardware and garden stores focused on paint,
repair and the backyard.  It was spun off from Sears Holdings
Corp. in 2012.

Orchard Supply and its two affiliates delivered their voluntary
petitions for protection under Chapter 11 of the Bankruptcy Code
on June 16, 2013.  The case is pending at the United States
Bankruptcy Court for the District of Delaware before Hon.
Christopher S. Sontchi.  Michael W. Fox signed the petitions as
senior vice president and general counsel.  The Debtors disclosed
total assets of $441,028,000 and total debts of $480,144,000.

Stuart M. Brown, Esq., at DLA Piper LLP (US), in Wilmington,
Delaware; and Richard A. Chesley, Esq., Chun I. Jang, Esq., and
Daniel M. Simon, Esq., at DLA Piper LLP (US), in Chicago,
Illinois, are the Debtors' counsel.

Moelis & Company LLC serves as the Debtors' investment banker.
FTI Consulting, Inc., serves as the Debtors' financial advisors.
A&G Realty Partners, LLC, serves as the Debtors' real estate
advisors.  BMC Group Inc. is the Debtors' claims and noticing
agent.


ORECK CORP: Wants to Hire Carl Marks as Crisis Manager
------------------------------------------------------
Oreck Corporation, et al., ask the U.S. Bankruptcy Court for the
Middle District of Tennessee for permission to employ Carl Marks
Advisory Group LLC as crisis manager.

Michael Robbins, who is an independent contractor to Carl Marks,
will serve on a full-time basis as Interim president and chief
restructuring officer of the Debtors, and Jeffrey K. Kies, who is
an independent contractor to Carl Marks, will serve on a full-time
basis as the interim chief financial officer of the Debtors.

In connection with the services to be rendered to the Debtors
under the agreement, it is anticipated that Carl Marks will also
provide: (i) the services of P. woodland Harris, a partner at Carl
Marks, as the partner in charge of the engagement; and (ii) the
services of f. Duffield Meyercord, also, a partner at Carl Marks

The Debtor agreed to compensate Carl Marks a fixed monthly amount
of $145,000, which will include all compensation to be paid to
Messrs. Robbins and Kies by Carl Marks in connection with the
matter, plus any out-of-pocket expenses.

Carl Marks received a prepetition retainer from the Debtors of
$80,000 to be applied against any unpaid fees and expenses earned
postpetition.

To the best of the Debtors' knowledge, Carl Marks is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

A June 25, hearing at 9 a.m., has been set.

                         About Oreck Corp.

Oreck Corporation and eight affiliates sought Chapter 11
protection (Bankr. M.D. Tenn. Lead Case No. 13-04006) in
Nashville, Tennessee, on May 6, 2013, with plans to sell the
business as a going concern.

Oreck has been in the business of manufacturing, marketing and
selling vacuum cleaners and related products since the late 1960s.
The corporate offices are located in Nashville, and the
manufacturing and call center is located in Cookeville, Tennessee.

Oreck has 70 employees in Nashville, 250 employees at its plant in
Cookeville and 325 employees operating 96 company-owned and
managed retail stores.   The Debtor estimated at least $10 million
in assets and liabilities as of the Chapter 11 filing.

William L. Norton III, Esq., at Bradley Arant Boult Cummings LLP,
serves as counsel to the Debtor.  BMC Group Inc. is the claims and
notice agent. Sawaya Segalas & Co., LLC serves as financial
advisor.

The U.S. Trustee appointed six creditors to the Official Committee
of Unsecured Creditors.  Daniel H. Puryear, Esq., at Puryear Law
Group, and Sharon L. Levine, Esq., and Kenneth A. Rosen, Esq., at
Lowenstein Sandler LLP represent the Committee.  The Committee
tapped to retain Gavin/Solmonese LLC as it financial advisor.


ORECK CORP: Creditors Have Until Sept. 13 to File Claims
--------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Tennessee
established Sept. 13, 2013, as the last day for any individual or
entity to file proofs of claim against Oreck Corporation, et al.

Oreck Corporation and eight affiliates sought Chapter 11
protection (Bankr. M.D. Tenn. Lead Case No. 13-04006) in
Nashville, Tennessee, on May 6, 2013, with plans to sell the
business as a going concern.

Oreck has been in the business of manufacturing, marketing and
selling vacuum cleaners and related products since the late 1960s.
The corporate offices are located in Nashville, and the
manufacturing and call center is located in Cookeville, Tennessee.

Oreck has 70 employees in Nashville, 250 employees at its plant in
Cookeville and 325 employees operating 96 company-owned and
managed retail stores.   The Debtor estimated at least $10 million
in assets and liabilities as of the Chapter 11 filing.

William L. Norton III, Esq., at Bradley Arant Boult Cummings LLP,
serves as counsel to the Debtor.  BMC Group Inc. is the claims and
notice agent. Sawaya Segalas & Co., LLC serves as financial
advisor.

The U.S. Trustee appointed six creditors to the Official Committee
of Unsecured Creditors.  Daniel H. Puryear, Esq., at Puryear Law
Group, and Sharon L. Levine, Esq., and Kenneth A. Rosen, Esq., at
Lowenstein Sandler LLP represent the Committee.  The Committee
tapped to retain Gavin/Solmonese LLC as it financial advisor.


ORECK CORP: Files Schedules of Assets and Liabilities
-----------------------------------------------------
Oreck Corporation filed with the U.S. Bankruptcy Court for the
Middle District of Tennessee its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property           $18,013,249
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $9,698,613
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $830,833*
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $4,403,395*
                                 -----------      -----------
        TOTAL                     $18,013,249     $14,932,841*

* plus unknown

A copy of the schedules is available for free at
http://bankrupt.com/misc/OreckCorp_SAL.pdf

                         About Oreck Corp.

Oreck Corporation and eight affiliates sought Chapter 11
protection (Bankr. M.D. Tenn. Lead Case No. 13-04006) in
Nashville, Tennessee, on May 6, 2013, with plans to sell the
business as a going concern.

Oreck has been in the business of manufacturing, marketing and
selling vacuum cleaners and related products since the late 1960s.
The corporate offices are located in Nashville, and the
manufacturing and call center is located in Cookeville, Tennessee.

Oreck has 70 employees in Nashville, 250 employees at its plant in
Cookeville and 325 employees operating 96 company-owned and
managed retail stores.   The Debtor estimated at least $10 million
in assets and liabilities as of the Chapter 11 filing.

William L. Norton III, Esq., at Bradley Arant Boult Cummings LLP,
serves as counsel to the Debtor.  BMC Group Inc. is the claims and
notice agent. Sawaya Segalas & Co., LLC serves as financial
advisor.

The U.S. Trustee appointed six creditors to the Official Committee
of Unsecured Creditors.  Daniel H. Puryear, Esq., at Puryear Law
Group, and Sharon L. Levine, Esq., and Kenneth A. Rosen, Esq., at
Lowenstein Sandler LLP represent the Committee.  The Committee
tapped to retain Gavin/Solmonese LLC as it financial advisor.


OTTER TAIL: S&P Raises Senior Unsecured Debt Rating From 'BB+'
--------------------------------------------------------------
Standard & Poor's Ratings Services said it raised its corporate
credit rating on Fergus, Minn.-based Otter Tail Corp. and its
subsidiary Otter Tail Power Co. (OTP) to 'BBB' from 'BBB-'.  The
outlook is stable.  At the same time, S&P raised the rating on
Otter Tail Power's senior unsecured debt to 'BBB-' from 'BB+'.

"The upgrade reflects our assessment of the company's improved
business risk profile stemming from its strategic focus on its
core utility business, effective management of regulatory risk,
and the sustained improvement in financial measures," said
Standard & Poor's credit analyst Matthew O'Neill.

S&P expects that the company will continue to favor moderate
financial policies that support its credit measures.

Based on the portfolio of both the regulated utility and
unregulated businesses, S&P considers Otter Tail Corp.'s
consolidated business risk profile to be "strong" and the
consolidated financial risk profile to be "significant" under
S&P's criteria.  S&P also considers Otter Tail's liquidity to be
"strong".

The stable rating outlook on Otter Tail Corp. reflects Standard &
Poor's baseline forecast that adjusted consolidated FFO to debt
will equal about 18% and adjusted debt to EBITDA will be about 4x
over the next 12 to 18 months.  Fundamental to S&P's forecast is
the company's ability to effectively manage its regulatory
relationships, leading to constructive regulatory outcomes.  The
outlook also reflects S&P's expectation that the company's utility
will continue to account for the majority of consolidated cash
flows.

S&P could lower the ratings if adjusted FFO to total debt drops to
less than 15% and adjusted total debt to EBITDA rises to more than
4.5x on a sustained basis.  S&P could also lower the rating if the
financial performance of the regulated business wanes or expected
cash flow from unregulated businesses is slow to materialize due
to an unexpected downturn in industrial activity and economic
growth.  S&P could raise the ratings if adjusted FFO to debt rises
to more than 23% and total debt to EBITDA falls below 3.5x on a
sustained basis.


PARK CENTER: Case Summary & Unsecured Creditors
-----------------------------------------------
Debtor: Park Center, LLC
        470 Washington Street
        Brighton, MA 02135

Bankruptcy Case No.: 13-13735

Chapter 11 Petition Date: June 19, 2013

Court: U.S. Bankruptcy Court
       District of Massachusetts (Boston)

Judge: William C. Hillman

Debtors' Counsel: Christopher M. Condon, Esq.
                  MURPHY & KING, PROFESSIONAL CORPORATION
                  One Beacon Street, 21st floor
                  Boston, MA 02108
                  Tel: (617) 423-0400 (ext. 441)
                  Fax: (617) 423-0498
                  E-mail: cmc@murphyking.com

                         - and ?

                  Andrew G. Lizotte, Esq.
                  MURPHY & KING, PROFESSIONAL CORPORATION
                  One Beacon Street, 21st floor
                  Boston, MA 02108
                  Tel: (617) 423-0400
                  Fax: (617) 556-8985
                  E-mail: agl@murphyking.com

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

Estimated Debts: $10,000,001 to $50,000,000

Affiliates that simultaneously filed for Chapter 11:

        Debtor                          Case No.
        ------                          --------
Park Center 2, LLC                      13-13736
  Assets: $1,000,001 to $10,000,000
  Debts: $10,000,001 to $50,000,000
Amherst Plaza, LLC                      13-13737
  Assets: $1,000,001 to $10,000,000
  Debts: $10,000,001 to $50,000,000

The petitions were signed by Nicholas Heras, Jr., manager.

A. Park Center's list of its largest unsecured creditors filed
with the petition contains only one entry:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Middlesex Federal Savings, F.A.    --                   $6,579,000
One College Avenue
Somerville, MA 02144

B. A copy of Park Center 2's list of its two largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/mab13-13736.pdf

C. Amherst Plaza did not file a list of creditors together with
its petition.


PERDUE PROPERTIES: Case Summary & 9 Unsecured Creditors
-------------------------------------------------------
Debtor: Perdue Properties, Inc.
        819 Elm Street, #8
        Manchester, NH 03101

Bankruptcy Case No.: 13-11581

Chapter 11 Petition Date: June 19, 2013

Court: U.S. Bankruptcy Court
       District of New Hampshire (Manchester)

Debtor's Counsel: Eleanor Wm. Dahar, Esq.
                  VICTOR W. DAHAR PROFESSIONAL ASSOCIATION
                  20 Merrimack Street
                  Manchester, NH 03101
                  Tel: (603) 622-6595
                  E-mail: edahar@att.net

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

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

A copy of the Company's list of its largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/nhb13-11581.pdf

The petition was signed by Scott Perdue, president.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Scott Perdue and Katherine Raymond
  aka Kathy Perdue                    13-11582         6/20/2013


PROFILE TECHNOLOGIES: WaveTrue Plan Takes Effect; Exits Chapter 11
------------------------------------------------------------------
WaveTrue, Inc., formerly known as Profile Technologies, Inc., on
June 21 disclosed that its Plan of Reorganization (Plan) from
Chapter 11 bankruptcy proceedings became effective on May 22,
2013.

Pursuant to the Plan, new investors have made cash investments in
exchange for 80% of the stock of the reorganized corporation.  The
unsecured creditors will receive an aggregate of 10% of the stock
of the reorganized corporation.  Existing shareholders of Profile
Technologies will retain an aggregate of 10% of the stock of the
reorganized corporation.

Shareholders of Profile Technologies are cautioned that the
existing price of their shares as reflected in market quotations
may not reflect the changes in ownership.

Professionals assisting the Company during the Chapter 11 process
have been partially paid in cash and have accepted the Company's
notes for the balance of their fees and expenses.

The Company's New Board of Directors has appointed new executive
management.  The members of management are:

   -- Ronald Floit CEO;
   -- John DeWees President; and
   -- Robert LeBoyer CFO

The Plan of Reorganization is available on the Company's website
http://www.wavetrue.com

                    About Profile Technologies

Profile Technologies, Inc. (otc pink:PRTK.Q) --
http://www.profiletech.net-- is headquartered in Manhasset, N.Y.
with an Operations and Research facility in Albuquerque, N.M.  It
is the developer and owner of proprietary, patented technologies
that utilize electromagnetic waves to detect and characterize
corrosion and other anomalies on cased, insulated and other
pipelines.

The Company filed for Chapter 11 protection on May 9, 2011
(Bankr. E.D.N.Y. Case No. 11-73269).  Judge Alan S. Trust
(Central Islip) presides over the case.  Randall S.D. Jacobs,
Esq., represents the Debtor as counsel.  The Debtor's balance
sheet at March 31, 2011, showed $242,675 in total assets and
$1,372,736 in total liabilities as of March 31, 2011.


PHOENIX COMPANIES: Moody's Eyes Downgrade for 'Caa1' Debt Rating
----------------------------------------------------------------
Moody's Investors Service is maintaining the review for downgrade
of The Phoenix Companies, Inc.'s (Phoenix's; NYSE: PNX) Caa1
senior debt rating and the Ba2 insurance financial strength (IFS)
rating of the company's life insurance subsidiaries, led by
Phoenix Life Insurance Company and the B1 (hyb) debt rating of
Phoenix Life's surplus notes.

Ratings Rationale:

Moody's stated that the continuing review for downgrade is driven
by the company's prolonged delays in the filing of its GAAP
financial statements driven by the complexity and detailed level
of auditor review. Other drivers include Phoenix's weak accounting
procedures and controls, and the potential challenges in managing
the underlying business operations given the current management
distractions as well as the potential for increased surrenders by
policyholders. Phoenix will likely conclude it has multiple
material weaknesses once it completes its restatement. The company
has not provided a specific time frame for completion of the
restatement.

On May 22, 2013, Phoenix announced that it had received consents
and waivers from noteholders representing approximately 60% of the
outstanding principal amount of its $253 million 7.45% Quarterly
Interest Bonds due 2032. The approval of the amendments and waiver
allows Phoenix until December 31, 2013 to provide the bond trustee
with its Form 10-Q (Q3 2012, Q1-Q3 2013) and its 2012 Form 10-K.
According to Moody's, Phoenix's GAAP restatement continues to move
forward, albeit at a slow pace, and it expects the company to
provide a public update on the progress of the restatement by June
30, 2013.

Moody's noted that due to the protracted GAAP restatement process,
Phoenix did not file its YE 2012 audited statutory financial
statements with its regulators by their respective deadlines with
the Connecticut Insurance Department (June 1, 2013) and the New
York State Department of Financial Services (May 31, 2013). The
company has received 30-day and 60-day extensions, respectively,
for submitting the audited statutory financials.

The rating agency stated that the review for downgrade of the
ratings will continue to focus on Phoenix's ability to file its
audited GAAP and audited statutory financial statements within the
required deadlines and related developments on any potential
acceleration of the outstanding notes. Moody's added that the
review will also consider management's efforts to remediate any
accounting control weaknesses that are likely to be reported.

Rating Drivers:

Moody's said the following factors could lead to a confirmation of
Phoenix's and its operating companies' ratings: filing of its
audited GAAP and statutory financials within their extension
periods; remediation of any accounting control weaknesses; return
on capital (ROC) consistently above 0%; NAIC RBC ratio maintained
above 300%; cash flow coverage of greater than 2x on a consistent
basis.

Conversely, the following factors could lead to a downgrade of
Phoenix's ratings: inability to timely file its audited GAAP or
statutory financial statements or obtain the necessary
extensions/waivers; an acceleration of the senior notes; NAIC RBC
ratio falls below 300%; cash flow coverage less than 2x; cash
outflows on the company's existing policies substantially increase
from their current pace.

The following ratings remain on review for downgrade:

  The Phoenix Companies, Inc. -- senior unsecured debt rating at
  Caa1;

  Phoenix Life Insurance Company -- insurance financial strength
  rating at Ba2, surplus note rating at B1 (hyb);

  PHL Variable Insurance Company -- insurance financial strength
  rating at Ba2.

The principal methodology used in this rating was Moody's Global
Rating Methodology for Life Insurers published in May 2010.

Phoenix is an insurance organization headquartered in Hartford,
Connecticut. As of June 30, 2012, Phoenix reported total assets of
about $21.2 billion and stockholders' equity of approximately $0.9
billion.

Moody's insurance financial strength ratings are opinions of the
ability of insurance companies to pay punctually senior
policyholder claims and obligations.


PNM RESOURCES: Moody's Changes Ratings Outlook to Positive
----------------------------------------------------------
Moody's Investors Service changed the rating outlook of PNM
Resources, Inc. (PNMR: senior unsecured Ba1) and its subsidiaries
Public Service Company of New Mexico (PNM: senior unsecured Baa3)
and Texas-New Mexico Power Company (TNMP: senior unsecured Baa2),
to positive from stable. All the ratings of PNMR, PNM, and TNMP
are affirmed.

"The positive outlooks acknowledge our view that the New Mexico
regulatory framework is improving and becoming more credit
supportive" said Jeffrey Cassella, Moody's Analyst, "reflecting
the use of enhanced recovery mechanisms and implementation of the
use of a future test-year in rate case filings." "The positive
outlooks also consider the continuing credit supportive regulatory
framework for T&D utilities in ERCOT as well as the strong
financial metrics generated at each entity."

PNMR's positive outlook reflects Moody's expectation that the
regulatory environment in New Mexico continues to improve and
TEXAS remains supportive of the T&D business; financial metrics
will remain consistent with investment grade US regulated electric
and that the timeline for the San Juan environmental compliance
requirements plays out such that PNM is able to recover prudently
incurred costs and investments in a timely manner. The outlook
also assumes that planned capital expenditures will be financed in
a manner that is consistent with the entities' current financial
position.

The New Mexico regulatory framework, historically, has not been as
constructive as most US state regulatory jurisdictions in terms of
predictability and timeliness of rate decisions and overall
supportiveness to credit quality, but has recently shown signs of
improvement. However, Moody's views the New Mexico Regulatory
environment is improving as it has seen signs of improved
coordination between regulators, PNM, and intervenors,
particularly with the finalization of the future test year rule,
which helps reduce regulatory lag. In addition, PNM has reasonable
cost recovery mechanisms, which include a fuel and purchased power
clause and a renewable energy rider which helps streamline
regulatory proceedings for renewable spending resulting in more
timely recovery of some of its costs outside of a general rate
case.

Furthermore, in November 2012, New Mexico voters passed measures
to reduce the NMPRC's responsibilities of non-utility tasks, which
allow the Commission to focus solely on the state's utilities and
utility related matters. Voters also have elected qualification
requirements, based on educational background and experience, for
new commissioners elected to the NMPRC.

TNMP's lower risk transmission and distribution operations are
regulated by the PUCT, a credit positive given the relatively
transparent and supportive regulatory framework that tends to
provide timely recovery for prudently incurred costs and
investments. In addition, TNMP's T&D operations in ERCOT have no
provider of last resort obligations which is a significant credit
positive as TNMP is only obligated to deliver power that retail
customers have requested from retail energy providers.
Furthermore, TNMP utilizes formula based rate making for
transmission investments and has the ability to utilize formula
based ratemaking for distribution investments (although to date,
they have yet to exercise this alternative). Combined, Moody's
thinks these recovery mechanisms mitigates some of the regulatory
lag associated with using a historical test year, and recovers its
smart meter investments via a rate surcharge. When considering
TNMP's reasonable allowed ROEs, Moody's believes that ERCOT's
regulatory framework for T&D's is significantly more supportive
than other state jurisdictions and is almost as supportive as
federal transmission regulation.

PNMR's Ba1 rating is primarily driven by PNM's credit factors,
including the improving although somewhat challenging regulatory
environment in New Mexico, reasonable cost recovery mechanisms,
and investment grade credit metrics that help offset the below
average New Mexico regulatory framework. The rating also reflects
the expectation that management will continue to maintain its
focus on regulated operations.

PNM's Baa3 senior unsecured rating reflects an improving although
somewhat challenging regulatory environment; reasonable operating
cost recovery mechanisms; and financial metrics that are
consistent with regulated US electric utilities rated in the high
Baa range.

TNMP's Baa2 Issuer Rating reflects the low risk nature of its
transmission and distribution business; the stability and
predictability of its revenues and cash flows; its credit
supportive regulatory environment and financial metrics that are
appropriate for its rating.

The ratings could be upgraded if the improvement in the credit
supportiveness of the New Mexico regulatory environment is
sustained or if the Texas regulatory framework remains credit
supportive of T&D businesses, while the financial metrics at each
entity continue to remain strong compared to their respective
rating category.

The positive rating outlooks could be stabilized or ratings
downgraded if Moody's believes the regulatory environments PNMR
and its subsidiaries operate in were to become less supportive or
predictable such that there is an adverse rate case ruling or cost
recovery disallowances; or if PNM or TNMP experience prolonged
operational difficulties or increased non-recoverable costs
causing consolidated financial metrics to decline to levels
inconsistent with their respective rating category.

The principal methodology used in this rating was Regulated
Electric and Gas Utilities published in August 2009.

Headquartered in Albuquerque, New Mexico, PNMR is a holding
company whose primary subsidiaries are the regulated electric
utilities, PNM and TNMP.


PROPHOTONIX LTD: Enters Into Credit Facility Agreement with Tiger
-----------------------------------------------------------------
ProPhotonix Limited on June 21 disclosed that it has entered into
a credit facility agreement with Tiger Investments 1 LLC of up to
$2 million, and a credit facility agreement with Mark Hawtin of up
to $1 million, together equaling in aggregate amount up to $3
million.  The Loans will provide the Company with sufficient
working capital to meet the Company's present and future needs,
for at least the next 12 months.

Loan Terms and related information

Drawdown, Repayment and Interest

The Loans are available to the Company until, and must be repaid
in full, by June 19, 2017.  The Company may at any time prior to
the Maturity Date, repay all or any part of the facility which it
has drawn down without penalty.  Any drawdown or repayment of the
Loans will be made 2/3 against the Tiger Loan Facility and 1/3
against the Hawtin Loan Facility.

The Loans do not constitute revolving credit facilities and as
such once monies have been borrowed and repaid under the Loans,
such amounts are not available to be borrowed again.

An interest rate of 12.25% will be applied to all monies drawn
down under the Loans.  For the first 12 months of the Loans the
Company shall only pay interest on any monies drawn down.  For the
following 36 months of the Loans, the Company will make monthly
amortized payments of outstanding principal and interest, with any
remaining unpaid principal and interest being due and payable on
the Maturity Date.

Under the terms of the Hawtin Loan Facility, the Company must use
50% of any amounts advanced by Hawtin to make additional principal
payments under the Bond.

Whilst the Loans remain outstanding, the Company has agreed with
the Lenders that it will not pay any cash dividends to
shareholders.

On the fourth anniversary of the Tiger Loan Facility and the
Hawtin Loan Facility, or earlier upon termination of such
facilities at the option of the Company, the following fees will
be payable by the Company to the Lenders: a fee of $60,000 will be
payable to Tiger and fee of $15,000 will be payable to Hawtin.

Event of Default and Security

The Loans contain events of default relating to non-payment to the
Lenders, insolvency proceedings of the Company, cross-default as
between the Tiger Loan Facility and the Hawtin Loan Facility and
termination of Mr. Tim Losik's employment by the Company without
cause.

The Loans are secured by security granted over all of the assets
of the Company and each of the following of the Company's
subsidiaries: ProPhotonix Limited, Stocker Yale (UK) Limited and
ProPhotonix (IRL) Limited.  The security for the loans contains
provisions providing for such security to, in the case of trade
accounts, rank behind any similar security given in respect of any
future asset backed lending.  In the case of the security for the
Loans being provided by ProPhotonix Limited (an English subsidiary
of the Company), such security ranks behind the security granted
by such company to Barclays Bank plc which security secures its
current asset backed lending facility.

Board representation

Dietmar Klenner, a longtime member of the Company's Board, will
not stand for reelection at the upcoming 2013 Annual Meeting of
Stockholders of the Company.  In connection with the Tiger Loan
Facility, Tiger has the right to nominate up to two directors to
the Company's Board as follows:

If the Company's Board consists of five directors, then Tiger will
have the right to nominate one of the five directors to serve on
the Company's Board.  If the Company's Board is to consist of six
directors, then Tiger will have the right to nominate a seventh
director to the Board.  The Company and Tiger have agreed that at
all times the Board of the Company shall consist of a majority of
directors who are independent directors.  Tim Losik is Tiger's
nominated Director at this time.

Hawtin has the right to attend and observe meetings of the Board
of Directors.  Hawtin will not have voting rights at these
meetings.

Existing Hawtin arrangements and consideration for the Loans

On December 10, 2010, ProPhotonix (IRL) Limited issued a
EUR1,972,523 8% senior fixed rate secured bond to Hawtin.  On
June 13, 2011, ProPhotonix (IRL) Limited entered into an agreement
with Hawtin pursuant to which it cancelled the Prior Bond and
issued a new bond instrument constituting a EUR1,972,523 8% senior
fixed rate secured bond, with a maturity date of June 30, 2015.
As at the date of this announcement, the unpaid balance pursuant
to the Bond, before conversion of Hawtin Shares, is EUR1,570,683.

Hawtin and ProPhotonix (IRL) Limited have agreed to reduce the
current unpaid balance of the Bond and to amend the Bond.  Hawtin
has agreed to convert and cancel EUR144,324 of the unpaid balance
of the Bond into 7,605,945 shares of common stock of the Company
at a price of EUR0.019 per share.  Pursuant to an agreement
between Hawtin and Tiger, Hawtin has instructed the Company to
issue the Hawtin Shares to Tiger.  Following this instruction,
Tiger will be interested in 7,605,945 shares of common stock of
the Company representing approximately 9.1 percent of the Company.
Following this partial conversion of the Bond into the Hawtin
Shares, the Bond has a remaining unpaid balance of EUR1,426,359
with a maturity date of June 30, 2017.

Application has been made to the London Stock Exchange for the
Hawtin Shares to be admitted to trading on AIM.  It is expected
that admission will become effective and that dealings will
commence on June 26, 2013.  Following admission, Tiger will be
interested in 7,605,945 common shares of the Company representing
9.1 percent of the Company's issued share capital.

In consideration for amending the Bond, ProPhotonix (IRL) Limited
has agreed to pay to Hawtin a fee equal to EUR31,413 at the
maturity of the Bond, being two percent of the amount currently
outstanding.

The Bond, as amended, contains events triggering an acceleration
of the outstanding amounts relating to non-payment to Hawtin,
insolvency proceedings of the Company and a change of control of
the Company, among others.

Warrant

In connection with the amendment to the Bond, the Company has
agreed to issue Hawtin a ten-year warrant to purchase 1,900,000
shares of common stock of the Company at a purchase price of $0.03
per share.  On exercise these warrants will represent 2.3 percent
of the Company's issued share capital.

Related Party Transaction

Tiger is owned and controlled by the wife of Tim Losik, Patricia
Losik.  As Mr. Losik is a director and the Chief Executive of the
Company, the entry into the Tiger Loan Facility constitutes a
"related party transaction" for the purposes of AIM Rule 13.

The Directors (excluding Tim Losik) consider, having consulted
with the Company's Nominated Adviser, N+1 Singer, that the Tiger
Loan Facility and its associated terms and conditions are fair and
reasonable in so far the Company's shareholders are concerned.

Restrictions on Share Dealings

Tiger has agreed not to dispose of any interest in Common Shares:
(i) for a period of 12 months from the date of this announcement;
and (ii) for a further period of six months except through N+1
Singer in accordance with N+1 Singer's reasonable requirements for
an orderly market.

                         About ProPhotonix

Headquartered in Salem, New Hampshire, ProPhotonix Limited --
http://www.prophotonix.com-- is an independent designer and
manufacturer of diode-based laser modules and LED systems for
industry leading OEMs and medical equipment companies.  In
addition, the Company distributes premium diodes for Oclaro,
Osram, QSI, Panasonic, and Sony.  The Company serves a wide range
of markets including the machine vision, industrial inspection,
defense, sensors, and medical markets.  ProPhotonix has offices
and subsidiaries in the U.S., Ireland, U.K., and Europe.


REVSTONE INDUSTRIES: Committee Wants Units in Ch. 11 Before Sale
----------------------------------------------------------------
Matt Chiappardi of BankruptcyLaw360 reported that the creditors'
committee in the Revstone Industries LLC Chapter 11 case balked at
the company's plan to sell two nondebtor affiliates for at least
$54 million, arguing the units should also be in bankruptcy before
they hit the auction block.

According to the report, the official committee of unsecured
creditors filed a limited objection to Revstone's request in the
U.S. Bankruptcy Court for the District of Delaware, and stated
they don't have a problem with the idea of the sale of Contech
Castings LLC and Contech Castings Real Estate.

        About Revstone Industries, Greenwood Forgings,
                      & US Tool & Engineering

Lexington, Kentucky-based Revstone Industries LLC, a maker of
truck parts, filed for Chapter 11 bankruptcy (Bankr. D. Del. Case
No. 12-13262) on Dec. 3, 2012.  Judge Brendan Linehan Shannon
oversees the case.  In its petition, Revstone estimated under
$50 million in assets and debts.

Affiliate Spara LLC filed its Chapter 11 petition (Bankr. D. Del.
Case No. 12-13263) on Dec. 3, 2012.

Lexington-based Greenwood Forgings, LLC (Bankr. D. Del. Case No.
13-10027) and US Tool & Engineering LLC (Bankr. D. Del. Case No.
13-10028) filed separate Chapter 11 petitions on Jan. 7, 2013.
Judge Shannon also oversees the cases.

A motion for joint administration of the cases has been filed.

Duane David Werb, Esq., at Werb & Sullivan, serves as bankruptcy
counsel to Greenwood and US Tool.  Greenwood estimated $1 million
to $10 million in assets and $10 million to $50 million in debts.
US Tool & Engineering estimated under $1 million in assets and
$1 million to $10 million in debts.  The petitions were signed by
George S. Homeister, chairman.


ROCKWELL MEDICAL: Grants 310,000 Restricted Shares to Executives
----------------------------------------------------------------
The Compensation Committee of the Board of Directors of Rockwell
Medical, Inc., made grants of restricted stock under the Company's
Amended and Restated 2007 Long Term Incentive Plan for four of the
"named executive officers":

                                                No. of Restricted
  Executive         Position                     Shares Granted
  ---------         ------------------------    -----------------
  Robert Chioini    Chief Executive Officer        100,000
  Thomas Klema      Chief Financial Officer         60,000
  Dr. Ajay Gupta    Chief Scientific Officer        75,000
  Dr. Raymond Pratt Chief Medical Officer           75,000

                           About Rockwell

Rockwell Medical, Inc. (Nasdaq: RMTI), headquartered in Wixom,
Michigan, is a fully-integrated biopharmaceutical company
targeting end-stage renal disease ("ESRD") and chronic kidney
disease ("CKD") with innovative products and services for the
treatment of iron deficiency, secondary hyperparathyroidism and
hemodialysis (also referred to as "HD" or "dialysis").

Rockwell's lead investigational drug is in late stage clinical
development for iron therapy treatment in CKD-HD patients.  It is
called Soluble Ferric Pyrophosphate ("SFP").  SFP delivers iron to
the bone marrow in a non-invasive, physiologic manner to
hemodialysis patients via dialysate during their regular dialysis
treatment.

In its report on the consolidated financial statements for the
year ended Dec. 31, 2012, Plante & Moran, PLLC, in Clinton
Township, Michigan, expressed substantial doubt about Rockwell
Medical's ability to continue as a going concern, citing the
Company's recurring losses from operations, negative working
capital, and insufficient liquidity.

The Company reported a net loss of $54.0 million on $49.8 million
of sales in 2012, compared with a net loss of $21.4 million on
$49.0 million of sales in 2011.  The Company's balance sheet at
March 31, 2013, showed $18 million in total assets, $28.5 million
in total current liabilities, and a stockholders' deficit of $10.5
million.


ROTECH HEALTHCARE: Douglas County Objects to 2nd Amended Plan
-------------------------------------------------------------
BankruptcyData reported that the Douglas County Treasurer's Office
filed with the U.S. Bankruptcy Court an objection to Rotech
Healthcare's Second Amended Joint Chapter 11 Plan.

The objection explains, "Under 11 U.S.C. Sections 506(b) and
511(a) and C.R.S. Section 39-10-104.5, Douglas County is entitled
to postpetition interest on its Claim at 12% APR. Douglas County
is oversecured because its lien is senior to all consensual liens.
Therefore, Douglas County is entitled to postpetition interest
under U.S.C. Section 506(b) on its secured claim," the report
said, citing court documents.

                    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.

The plan 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 Official Committee of Unsecured Creditors tapped Otterbourg,
Steindler, Houston & Rosen, P.C., as counsel; Buchanan Ingersoll &
Rooney PC as Delaware counsel; and Grant Thornton LLP as financial
advisor.


ROTECH HEALTHCARE: Equity Committee Can Tap Baker as Counsel
------------------------------------------------------------
Judge Peter J. Walsh of the U.S. Bankruptcy Court for the District
of Delaware authorized the Official Committee of Equity Security
Holders appointed in the Chapter 11 cases of Rotech Healthcare
Inc., et al., to retain Baker & McKenzie LLP as counsel.

The firm will be paid the following hourly rates:

   Position                     Hourly Rate
   --------                     -----------
   Partners                     $500 - $1,000
   Of Counsel                   $400 - $700
   Associates                   $295 - $600
   Paraprofessionals            $100 - $300

                    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.

The plan 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 Official Committee of Unsecured Creditors tapped Otterbourg,
Steindler, Houston & Rosen, P.C., as counsel; Buchanan Ingersoll &
Rooney PC as Delaware counsel; and Grant Thornton LLP as financial
advisor.


ROTECH HEALTHCARE: Equity Committee Can Tap Bifferato as Counsel
----------------------------------------------------------------
Judge Peter J. Walsh of the U.S. Bankruptcy Court for the District
of Delaware authorized the Official Committee of Equity Security
Holders appointed in the Chapter 11 cases of Rotech Healthcare
Inc., et al., to retain Bifferato LLC as its Delaware counsel.

The Debtors previously objected to the Equity Committee's
retention of Bifferato as Delaware counsel, saying the proposal
should be contingent on the committee's ability to prove the
company is solvent.  The Debtors told Judge Walsh that the
proposal to retain Bifferato isn't reasonable because, although
the Equity Committee has insisted that Rotech is worth at least
$143 million and possibly $273 million in excess of their
liabilities, that estimated value is in doubt.

The Debtors have asserted in court filings that their filing of a
prepackaged reorganization plan offering 10 cents a share to
existing stockholders doesn't justify appointing an official
equity committee.  The Debtors said their 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,
the Debtors said.  As further evidence of insolvency, the Debtors
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.

The plan 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 Official Committee of Unsecured Creditors tapped Otterbourg,
Steindler, Houston & Rosen, P.C., as counsel; Buchanan Ingersoll &
Rooney PC as Delaware counsel; and Grant Thornton LLP as financial
advisor.


ROTHSTEIN ROSENFELDT: Judge OKs Settlement Over Investor's Claims
-----------------------------------------------------------------
Nathan Hale of BankruptcyLaw360 reported that a Florida bankruptcy
court approved a settlement between the trustee overseeing the
liquidation of Ponzi schemer Scott Rothstein's law firm and former
Rothstein investor Ira Sochet over Sochet's previously negotiated
claims.

According to the report, the Miami businessman's entities Ira
Sochet Inter Vivos Revocable Trust and Investors Risk Advantage LP
will be deemed to hold an allowed general nonpriority unsecured
claim of $20 million against the Rothstein Rosenfeldt Adler PA
estate and will be permitted to pursue claims against third
parties up to a total recovery of $29.5 million.

                   About Rothstein Rosenfeldt

Scott Rothstein, co-founder of law firm Rothstein Rosenfeldt Adler
PA -- http://www.rra-law.com/-- was suspected of running a
$1.2 billion Ponzi scheme.  U.S. authorities claimed in a civil
forfeiture lawsuit filed Nov. 9, 2009, that Mr. Rothstein, the
firm's former chief executive officer, sold investments in non-
existent legal settlements.  Mr. Rothstein pleaded guilty to five
counts of conspiracy and wire fraud on Jan. 27, 2010.

Creditors of Rothstein Rosenfeldt Adler signed a petition sending
the Florida law firm to bankruptcy (Bankr. S.D. Fla. Case No.
09-34791).  The petitioners include Bonnie Barnett, who says she
lost $500,000 in legal settlement investments; Aran Development,
Inc., which said it lost $345,000 in investments; and trade
creditor Universal Legal, identified as a recruitment firm, which
said it is owed $7,800.  The creditors alleged being owed money
invested in lawsuit settlements.

Herbert M. Stettin, the state-court appointed receiver for
Rothstein Rosenfeldt, was officially carried over as the
Chapter 11 trustee in the involuntary bankruptcy case.

On June 10, 2010, Mr. Rothstein was sentenced to 50 years in
prison.

The official committee of unsecured creditors appointed in the
case is represented by Michael Goldberg, Esq., at Akerman
Senterfitt.


ROSETTA GENOMICS: Annual General Shareholders' Meeting on July 29
-----------------------------------------------------------------
Rosetta Genomics Ltd. will hold its annual general meeting of the
shareholders of the Company at 10 Plaut St., Rehovot, Israel, on
July 29, 2013, at 16:00 (Israel time) for these purposes:

   1. Re-election of Mr. Roy N. Davis to serve as a Class III
      director of the Company until the annual general meeting of
      the Company's shareholders to be held in 2016 in accordance
      with the Company's Articles of Association;

   2. To approve an update to the remuneration of the directors of
      the Company;

   3. Re-election of Mr. Gerald Dogon to serve as external
      director of the Company for an additional period of three
      years beginning on the date of approval by the Annual
      Meeting;

   4. Re-election of Ms. Tali Yaron-Eldar to serve as external
      director of the Company for an additional period of three
      years beginning on the date of approval by the Annual
      Meeting;

   5. Approval of remuneration for the external directors;

   6. Approval of a compensation policy for the Company's
      directors and officers, in accordance with the requirements
      of the Israeli Companies Law, 1999;

   7. Approval of an option grant to Mr. Ken Berlin, the chief
      executive officer of the Company;

   8. Approval of an increase of the Company's registered
     (authorized) share capital and the corresponding amendment to
      the Articles;

   9. Re-appointment of Kost, Forer, Gabbay & Kasierer, a member
      firm of Ernst & Young Global, as the Company's independent
      registered public accounting firm for the fiscal year ending
      Dec. 31, 2013, and until the next annual general meeting,
      and to authorize the Board to determine the remuneration of
      KFGK in accordance with the volume and nature of their
      services, provided that remuneration is also approved by the
      Audit Committee of the Board of Directors; and

  10. To discuss the report of the independent registered public
      accounting firm and the Consolidated Financial Statements of
      the Company for the fiscal year ended Dec. 31, 2012.

A copy of the Notice to Shareholders is available for free at:

                        http://is.gd/DZq4eF

                           About Rosetta

Based in Rehovot, Israel, Rosetta Genomics Ltd. is seeking to
develop and commercialize new diagnostic tests based on a recently
discovered group of genes known as microRNAs.  MicroRNAs are
naturally expressed, or produced, using instructions encoded in
DNA and are believed to play an important role in normal function
and in various pathologies.  The Company has established a CLIA-
certified laboratory in Philadelphia, which enables the Company to
develop, validate and commercialize its own diagnostic tests
applying its microRNA technology.

Rosetta Genomics disclosed a net loss of US$10.45 million on
US$201,000 of revenue for the year ended Dec. 31, 2012, as
compared with a net loss of US$8.83 million on US$103,000 of
revenue during the prior year.  The Company's balance sheet at
Dec. 31, 2012, showed US$32.53 million in total assets, US$1.63
million in total liabilities and US$30.90 million in total
shareholders' equity.

                        Bankruptcy Warning

In its annual report for the year ended Dec. 31, 2012, the Company
said:

"We will require substantial additional funding and expect to
augment our cash balance through financing transactions, including
the issuance of debt or equity securities and further strategic
collaborations.  On December 7, 2012, we filed a shelf
registration statement on Form F-3 with the SEC for the issuance
of ordinary shares, various series of debt securities and/or
warrants to purchase any of such securities, either individually
or in units, with a total value of up to $75 million, from time to
time at prices and on terms to be determined at the time of such
offerings.  The filing was declared effective on December 19,
2012.  However there can be no assurance that we will be able to
obtain adequate levels of additional funding on favorable terms,
if at all.  If adequate funds are not available, we may be
required to:

   * delay, reduce the scope of or eliminate certain research and
     development programs;

   * obtain funds through arrangements with collaborators or
     others on terms unfavorable to us or that may require us to
     relinquish rights to certain technologies or products that we
     might otherwise seek to develop or commercialize
     independently;

   * monetizing certain of our assets;

   * pursue merger or acquisition strategies; or

   * seek protection under the bankruptcy laws of Israel and the
     United States."


SAN BERNARDINO, CA: NPFGC Hires Weil Gotshal After Winston DQ
-------------------------------------------------------------
Erin Coe of BankruptcyLaw360 reported that National Public Finance
Guarantee Corp. has retained Weil Gotshal & Manges LLP to
represent it in the Chapter 9 bankruptcy proceedings of San
Bernardino and Stockton, Calif., after a judge disqualified
Winston & Strawn LLP from representing the bond insurer in the San
Bernardino matter, it said Friday.

According to the report, NPFG spokesman Kevin Brown said Weil
Gotshal would replace Winston & Strawn in both cases.  The move
came in response to a June 13 decision by U.S. Bankruptcy Judge
Meredith Jury granting the California Public Employees' Retirement
System's motion to disqualify Winston, complaining that the firm
has a conflict of interest that cannot be cured.

As previously reported by The Troubled Company Reporter, CalPERS
filed papers in May contending that Winston should be disqualified
from continuing to represent NPFGC because the firm hired away a
partner and two associates from the Charlotte, North Carolina,
office of K&L Gates LLP.

Those lawyers, the report relates, spent 500 hours in the San
Bernardino bankruptcy working for CalPers, California's public
employees' retirement fund.  At a hearing June 13 in Riverside,
California, U.S. Bankruptcy Judge Meredith A. Jury ruled that the
hiring gave Winston has a conflict of interest that can't be
solved by what's known as an ethical wall.  Were the wall
sufficient, Winston could continue as NPFGC's lawyers so long as
the newly hired lawyers shared no information about Calpers.

The report discloses that NPFGC argued unsuccessfully that the
ethical wall was sufficient because it has no claims against
CalPers, even though their interests admittedly were "not wholly
aligned."

Insurance companies like NPFGC contend that a municipality is
barred from proposing a plan paying Calpers in full while forcing
bondholders to sustain a loss, according to the report.

                  About San Bernardino, Calif.

San Bernardino, California, filed an emergency petition for
municipal bankruptcy under Chapter 9 of the U.S. Bankruptcy Code
(Bankr. C.D. Cal. Case No. 12-28006) on Aug. 1, 2012.  San
Bernardino, a city of about 210,000 residents roughly 65 miles
(104 km) east of Los Angeles, estimated assets and debts of more
than $1 billion in the bare-bones bankruptcy petition.

The city council voted on July 10, 2012, to file for bankruptcy.
The move lets San Bernardino bypass state-required mediation with
creditors and proceed directly to U.S. Bankruptcy Court.

The city is represented that Paul R. Glassman, Esq., at Stradling
Yocca Carlson & Rauth.

San Bernardino joined two other California cities in bankruptcy:
Stockton, an agricultural center of 292,000 east of San Francisco,
and Mammoth Lakes, a mountain resort town of 8,200 south of
Yosemite National Park.


SEVEN COUNTIES: Has Authority to Employ Hall Render as IT Counsel
-----------------------------------------------------------------
Judge Joan Lloyd of the U.S. Bankruptcy Court for the Western
District of Kentucky authorized Seven Counties Services, Inc., to
employ Carol A. Romej, Esq., and the firm of Hall, Render,
Killian, Heath & Lyman, PLLC, a special counsel to represent and
advise it in the implementation of its new software system.

The Debtor has agreed to pay Hall Render its standard hourly rates
and all other charges such as expense reimbursements, all being
subject to Court approval

                        About Seven Counties

Seven Counties Services Inc., a not-for-profit behavioural
services provider from Louisville, Kentucky, filed for Chapter 11
protection (Bankr. W.D. Ky. Case No. 13-31442) in the hometown
on April 4, 2013.  The petition was signed by Anthony M. Zipple as
president/CEO.  The Debtor scheduled assets of $45,603,716 and
scheduled liabilities of $232,598,880.  Seiller Waterman LLC
serves as the Debtor's counsel.  Judge Joan A. Lloyd presides over
the case.

The agency generates more than $100 million a year in revenue and
employs a staff of 1,400 providing services at 21 locations and
120 schools and community centers.


SMART ONLINE: Stockholders OK Name Change to "MobileSmith Inc."
---------------------------------------------------------------
Smart Online, Inc., held its annual meeting of stockholders on
June 17, 2013, at which the stockholders:

   (1) elected Amir Elbaz, Shlomo Elia, and Ronen Shviki as
       directors of the Company, each for a one-year term of
       office to serve until the Company's 2014 annual meeting of
       stockholders and to serve until his successor will have
       been duly elected and qualified or until his earlier
       resignation or removal;

   (2) approved an amendment to Certificate of Incorporation to
       effectuate a name change from Smart Online, Inc., to
       MobileSmith, Inc.;

   (3) approved, on an advisory basis, the compensation of the
       Company's named executive officers;

   (4) indicated "every 3 years" as the preferred frequency of
       future advisory votes on executive compensation; and

   (5) ratified the appointment of Cherry Bekaert, LLP, as
       independent registered public accounting firm of the
       Company for the fiscal year ending Dec. 31, 2013.

                        About Smart Online

Durham, North Carolina-based Smart Online, Inc., develops and
markets a full range of mobile application software products and
services that are delivered via a SaaS/PaaS model.  The Company
also provides Web site and mobile consulting services to not-for-
profit organizations and businesses.

Smart Online disclosed a net loss of $4.39 million in 2012, as
compared with a net loss of $3.54 million in 2011.  The Company's
balance sheet at March 31, 2013, showed $1.24 million in total
assets, $29.82 million in total liabilities, and a $28.57 million
total stockholders' deficit.

Cherry Bekaert LLP, in Raleigh, North Carolina, 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 from operations and
has a working capital deficiency as of Dec. 31, 2012, which
conditions raise substantial doubt about the Company's ability to
continue as a going concern.


SOLYNDRA LLC: Lien Fight Must Stay in Delaware, Judge Says
----------------------------------------------------------
Matt Chiappardi of BankruptcyLaw360 reported that a Delaware
bankruptcy judge denied a request from a Solyndra LLC creditor to
transfer to California a lien dispute connected to the company's
sprawling headquarters, ruling that the issue is still a core
proceeding and should be decided in the First State.

According to the report, U.S. Bankruptcy Judge Mary F. Walrath
said that the bankruptcy court has "quintessential core
jurisdiction" over claims, and arguments that the Solyndra estate
had no real interest in the lien dispute didn't fly with her.

                        About Solyndra LLC

Founded in 2005, Solyndra LLC was a U.S. manufacturer of solar
photovoltaic solar power systems specifically designed for large
commercial and industrial rooftops and for certain shaded
agriculture applications.  The Company had 968 full time employees
and 211 temporary employees.  Solyndra has sold more than 500,000
of its panels since 2008 and generated cumulative sales of over
$250 million.

Fremont, California-based Solyndra and affiliate 360 Degree Solar
Holdings Inc. sought Chapter 11 bankruptcy protection (Bankr. D.
Del. Lead Case No. 11-12799) on Sept. 6, 2011.  Solyndra is at
least the third solar company to seek court protection from
creditors since August 2011.

Judge Mary F. Walrath presides over the Debtors' cases.  The
Debtors are represented by Pachulski Stang Ziehl & Jones LLP as
legal adviser.  AlixPartners LLP serves as noticing claims and
balloting agent.  Imperial Capital LLC serves as the company's
investment banker and financial adviser.  The Debtors also tapped
former Massachusetts Governor William F. Weld, now with the law
firm McDermott Will & Emery, to represent the company in
government investigations and related litigation.  BDO Consulting,
a division of BDO USA, LLP, as financial advisor and BDO Capital
Advisors, LLC, serves as investment banker for the creditors'
panel.

The Official Committee of Unsecured Creditors of Solyndra LLC has
tapped Blank Rome LLP as counsel and BDO Consulting as financial
advisors.

In October 2011, the Debtors hired Berkeley Research Group, LLC,
and designated R. Todd Neilson as Chief Restructuring Officer.

Solyndra owed secured lenders $783.8 million, including
$527.8 million to the U.S. government pursuant to a federal loan
guarantee, and held assets valued at $859 million as of the
Petition date.  The U.S. Federal Financing Bank, owned by the U.S.
Treasury Department, is the Company's biggest lender.

When they filed for Chapter 11, the Debtors pursued a two-pronged
strategy to effectuate either a sale of their business to a
"turnkey" buyer who may acquire substantially all of Solyndra's
assets or, if the Debtors were unable to identify any potential
buyers, an orderly liquidation of the assets for the benefit of
their creditors.

Solyndra did not receive acceptable offers to buy the business as
a going concern.  Two auctions late last year brought in a total
of $8 million.  A three-day auction in February generated another
$3.8 million.  An auction in June generated $1.79 million from the
sale of 7,200 lots of equipment.

Solyndra filed a liquidating plan at the end of July and scheduled
a hearing on Sept. 7 for approval of the explanatory disclosure
statement.  The Plan is designed to pay 2.5% to 6% to unsecured
creditors with claims totaling as much as $120 million. Unsecured
creditors with $27 million in claims against the holding company
are projected to have a 3% dividend.

The TCR reported on Nov. 12, 2012, Bloomberg News said Solyndra
LLC gave formal notice that its reorganization plan was confirmed
and substantially consummated.  The amended joint Chapter 11 plan
became effective Nov. 7, according to a court filing that fixed
Jan. 13 as the professional fee bar date and Dec. 7 as the bar for
administrative claims.


SPIRE CORP: Maturity of Silicon Valley Facility Moved to Aug. 30
----------------------------------------------------------------
Spire Corporation and Silicon Valley Bank entered into (i) the
Fifth Loan Modification Agreement amending certain terms of the
Second Amended and Restated Loan and Security Agreement dated as
of Nov. 16, 2009, and (ii) the Fifth Loan Modification Agreement
amending certain terms of the Amended and Restated Export-Import
Bank Loan and Security Agreement dated as of Nov. 16, 2009.
Pursuant to the terms of the Fifth Loan Modification Agreements,
the Company and the Bank agreed to (i) extend the maturity date of
the Revolving Credit Facility and the Ex-Im Facility to Aug. 30,
2013, and (ii) effective June 1, 2013, amend the definition of the
Financial Covenant by deleting the minimum cash covenant and
replacing it with a newly defined covenant whereby the Company
will maintain liquidity of at least $1.25 million at all times
based on cash on hand and availability under the credit facility.

                         About Spire Corp

Bedford, Massachusetts-based Spire Corporation currently develops,
manufactures and markets customized turn-key solutions for the
solar industry, including individual pieces of manufacturing
equipment and full turn-key lines for cell and module production
and testing.

McGladrey LLP, in Boston, Massachusetts, expressed substantial
doubt about Spire Corporation's ability to continue as a going
concern.  The independent auditors noted that during the year
ended Dec. 31, 2012, the Company incurred a loss from continuing
operations of $4.8 million and continuing operating cash flows
used $6.9 million in cash.  In addition, the independent auditors
noted that the Company's credit agreements are due to expire on
June 29, 2013.

The Company reported a net loss of $1.9 million on total net sales
and revenues of $22.1 million in 2012, compared with a net loss of
$1.5 million on total net sales of $58.7 million in 2011.  The
Company's balance sheet at March 31, 2013, showed $15.06
million in total assets, $9.88 million in total liabilities and
$5.18 million in total stockholders' equity.


STEBNER REAL ESTATE: Court Dismisses Chapter 11 Case
----------------------------------------------------
The U.S. Bankruptcy Court has approved Stebner Real Estate, Inc.'s
motion to dismiss its Chapter 11 case.

The Debtor said that Chapter 11 is no longer needed.  Langstan
Management, LLC, has acquired the first deed of trust on the
Debtor's Lincoln Street property.  The Debtor has come to an
agreement with creditors and the custodian/state court receiver.
The obligations owed to Bayview are being serviced by the Debtor's
Holley and Cornwall properties.

The Debtor's assets consist of three properties: the Lincoln
Street property, and the Holly Street and Cornwall Street
buildings.  The Holly Street and Cornwall Street buildings
continue to service the underlying debt to One West Bank so those
properties are not in need of reorganization in Chapter 11.

The Lincoln Street property was in default.  Langstan Management
purchased American West Bank's first deed of trust and the Debtor
has negotiated a resolution of creditors' claims that were in
default including the second and third deeds of trust held by
Kena Brashear and Dennis Wise.

The court-appointed custodian, Marc Stern, has submitted a final
report and fee application for approval and payment of
administrative costs as a precondition to dismissal.  The proposed
order of dismissal provides for payment of all real estate taxes
on the Holly and Cornwall Street Buildings as a precondition to
dismissal.  The custodian/receiver will enter a separate order
dismissing the receivership proceeding in the Superior Court.

In a filing dated March 22, 2013, the U.S. Trustee said the Debtor
owes estimated quarterly fees of $1,625.82.  "The actual amount of
fees due cannot be determined because the required monthly
financial reports, other than for February 2013, have not been
filed," the U.S. Trustee stated.

The U.S. Trustee demands that the missing monthly reports be filed
and the quarterly fees be paid prior to any relief, but does not
object to eventual dismissal of the case.

                     About Stebner Real Estate

Stebner Real Estate Inc., which is based in Scottsdale, Arizona,
filed a bare-bones Chapter 11 petition (Bankr. W.D. Wash. Case No.
12-19825) in Seattle on Sept. 26, 2012.  The Debtor estimated
assets and debts of $10 million to $50 million.  Jeffrey B. Wells,
Esq., in Seattle, serves as counsel to the Debtor.  Derek Stebner,
the president, signed the Chapter 11 petition.

Seattle-based Marc S. Stern -- marc@hutzbah.com -- of Marc S.
Stern Attorney at Law, acts as pro se receiver/custodian for the
Debtor.


STOCKTON, CA: NPFGC Hires Weil Gotshal After Winston DQ
-------------------------------------------------------
Erin Coe of BankruptcyLaw360 reported that National Public Finance
Guarantee Corp. has retained Weil Gotshal & Manges LLP to
represent it in the Chapter 9 bankruptcy proceedings of San
Bernardino and Stockton, Calif., after a judge disqualified
Winston & Strawn LLP from representing the bond insurer in the San
Bernardino matter, it said Friday.

According to the report, NPFG spokesman Kevin Brown said Weil
Gotshal would replace Winston & Strawn in both cases.  The move
came in response to a June 13 decision by U.S. Bankruptcy Judge
Meredith Jury granting the California Public Employees' Retirement
System's motion to disqualify Winston, complaining that the firm
has a conflict of interest that cannot be cured.

As previously reported by The Troubled Company Reporter, CalPERS
filed papers in May contending that Winston should be disqualified
from continuing to represent NPFGC because the firm hired away a
partner and two associates from the Charlotte, North Carolina,
office of K&L Gates LLP.

Those lawyers, the report relates, spent 500 hours in the San
Bernardino bankruptcy working for CalPers, California's public
employees' retirement fund.  At a hearing June 13 in Riverside,
California, U.S. Bankruptcy Judge Meredith A. Jury ruled that the
hiring gave Winston has a conflict of interest that can't be
solved by what's known as an ethical wall.  Were the wall
sufficient, Winston could continue as NPFGC's lawyers so long as
the newly hired lawyers shared no information about Calpers.

The report discloses that NPFGC argued unsuccessfully that the
ethical wall was sufficient because it has no claims against
CalPers, even though their interests admittedly were "not wholly
aligned."

Insurance companies like NPFGC contend that a municipality is
barred from proposing a plan paying Calpers in full while forcing
bondholders to sustain a loss, according to the report.

                      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.


STX PAN OCEAN: Chapter 15 Case Summary
--------------------------------------
Chapter 15 Debtor: STX Pan Ocean Co. Ltd.
                   STX Namsan Tower, 5-Ga 631
                   Namdaemun-ro, Jung-gu
                   Seoul, Korea

Chapter 15 Case No.: 13-12046

Chapter 15 Petition Date: June 20, 2013

Court: Southern District of New York (Manhattan)

Judge: Shelley C. Chapman

About the Debtor: Kathryn Brenzel of BankruptcyLaw360 reported
that a South Korean cargo company filed for Chapter 15 bankruptcy
in New York federal court, claiming $6 billion in assets and $4.4
billion debt and seeking to extend protections from its current
bankruptcy proceedings after recent detentions of its ships in the
United States.

According to the report, Seoul-based STX Pan Ocean Co. Ltd. is
seeking protection from U.S. creditors as it sorts out recently
launched reorganization proceedings in South Korea, according to
court documents.

STX Pan Ocean is the shipping unit of cash-strapped STX Group,
South Korea's No. 13 conglomerate.  The shipping and shipbuilding
group has been struggling from cash shortages amid the downturn in
the global industry.




Chapter 15 Debtor's Counsel: Jeremy O. Harwood, Esq.
                             BLANK ROME, LLP
                             405 Lexington Avenue
                             New York, NY 10174
                             Tel: (212) 885-5000
                             Fax: (212) 885-5001
                             E-mail: jharwood@blankrome.com

Estimated Assets: more than $1 billion

Estimated Debts: more than $1 billion

The petition was signed by You Sik Kim, administrator.


SUNTECH POWER: European Subsidiary Granted Definitive Moratorium
----------------------------------------------------------------
Suntech Power Holdings Co., Ltd.'s principal operating subsidiary
in Europe, Suntech Power International Ltd., has been granted a
definitive moratorium on creditor claims from the judicial
authorities in Schaffhausen, Switzerland.  The moratorium is for a
six month period and may be extended.

Previously, on April 9, 2013, SPI had been granted a provisional
moratorium for two months on creditor claims as a result of over-
indebtedness.  The majority of SPI's debt is Suntech inter-company
debt.

"SPI has already met important milestones in the restructuring
process.  The definitive moratorium allows SPI time to restructure
debt and reach an agreement with creditors.  SPI will continue
normal operations during this process," said David King, Suntech's
CEO.

Other than the insolvency and restructuring of Suntech Holdings'
Chinese subsidiary Wuxi Suntech Power Co., Ltd., and the SPI
composition proceedings, Suntech Holdings is not aware of any
similar proceedings regarding any of its other entities.

                          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.


SUN RIVER: Joe Laakman Held 16.5% Equity Stake at March 19
----------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Joe Laakman disclosed that, as of March 19, 2013, he
beneficially owned 1,533,534 shares of common stock of Sun River
Energy, Inc., representing 16.525 percent of the shares
outstanding.  A copy of the regulatory filing is available at:

                         http://is.gd/0K8Pri

                           About Sun River

Dallas, Tex.-based Sun River Energy, Inc., is an exploration and
production company focused on oil and natural gas.  Sun River has
mineral interests in two major geological areas.  Each area has a
distinct development plan, and each area brings a different value
matrix to the Company.  The Company has mineral interests in the
Raton Basin located in Colfax County, New Mexico, and in several
counties in the highly prolific East Texas Basin.

In the auditors' report accompanying the consolidated financial
statements for the year ended April 30, 2012,
LightfootGuestMoore&Co, P.C., in Dallas, Tex., expressed
substantial doubt about Sun River's ability to continue as a going
concern.  The independent auditors noted that the Company has an
accumulated earnings deficit of $41,027,526.

The Company reported a net loss of $24.0 million on $293,000 of
revenues for the year ended April 30, 2012, compared with a net
loss of $7.4 million on $98,000 of revenues for the year ended
April 30, 2011.

                    Going Concern Considerations

The Company has negative working capital of $13,793,000 at
July 31, 2012.  Approximately $10,339,000 of the negative working
capital position was comprised of amounts owed to significant
stockholders, including Officers of the Company.  The Company is
attempting to raise capital to resolve the working capital
requirements and develop the oil and gas assets.  The Company has
multiple options available to meet the current financial
obligations when due:

   * The Company is attempting to settlement of its $4,000,000
     note payable - related party obligation with assignment of
     certain mineral rights that the Company was not anticipating
     to develop; and/or

   * Sun River has raised capital in a Preferred Stock offering,
     and the Company is currently attempting to raise additional
     equity through the sale of additional common stock and will
     utilize any proceeds to improve their working capital; and/or

   * The Company may sell a portion of its mineral rights to
     improve its working capital, in addition to other selected
     current liabilities of the Company which may be due.

However, there can be no assurance that the Company will be able
to execute any or all of the contemplated transactions, which
raises substantial doubt about the Company's ability to continue
as a going concern.


T-L CHEROKEE: Files 100% Recovery Plan for Unsecured Creditors
--------------------------------------------------------------
T-L Cherokee South, LLC, and its debtor affiliates delivered to
the U.S. Bankruptcy Court for the Northern District of Indiana,
Hammond Division, a plan of reorganization and accompanying
disclosure statement, which proposes to distribute to holders of
allowed claims funds realized from the continued operation of the
Debtors' businesses, as well as from existing cash deposits and
cash resources.

Secured creditors will retain their prepetition and postpetition
liens on the Debtors' property, and will be paid monthly interest
payments at the annual interest rate of 4%.  Unsecured Claims,
estimated to be approximately $591,000, will recover 100% of their
allowed claims.  Holders of noteholder claims, estimated to be
approximately $998,904, are impaired and will receive $500,000
payable from the proceeds of refinancing or sale of the Brywood
Shopping Center.  Holders of insider claims, estimated to be
approximately $5,957,879, are impaired and will not receive any
distributions under the Plan until all other classes of claims
have been paid in full.  No distributions will also be made to
members of the Debtors.

A full-text copy of the Disclosure Statement, dated June 12, 2013,
is available for free at:

          http://bankrupt.com/misc/TLCHEROKEEds0612.pdf

A conference concerning proceedings on the Debtors' Joint
Disclosure Statement and Plan is scheduled for June 26, 2013, at
10:30 AM.

David Welch, Esq., Arthur G. Simon, Esq., and Jeffrey C. Dan,
Esq., at Crane, Heyman, Simon, Welch & Clar, in Chicago, Illinois,
represent the Debtors.

                       About T-L Cherokee

T-L Conyers LLC, T-L Cherokee South, LLC, and two affiliates
sought Chapter 11 protection in Hammond, Indiana, on Feb. 1, 2013.

The Debtors are represented by David K. Welch, Esq., at Crane,
Heyman, Simon, Welch & Clar, in Chicago.

The Debtors own various shopping centers in Georgia and Kansas.

T-L Cherokee South (Bankr. N.D. Ind. Case No. 13-20283) estimated
assets and debts of $10,000,001 to $50,000,000.  T-L Cherokee owns
and operates a commercial shopping center in Overland Park, Kansas
known as "Cherokee South Shopping Center".

The Debtors are entities managed by Westchester, Illinois-based
Tri-Land Properties, Inc., which sought Chapter 11 protection
(Case No. 12-22623) on July 11, 2012.


TMT USA: Seeks to Use Frozen Cash, Pay Critical Vendors
-------------------------------------------------------
TMT USA Shipmanagement LLC and its affiliates, which sought
bankruptcy protection following the arrest of seven of their 17
oceangoing vessels, filed a variety of first day motions,
including requests to use cash collateral, pay critical vendors,
pay seaman's wages and fees and penalties incurred in connection
with the vessel arrests.

The Debtors inform the bankruptcy court that bank lenders have
frozen $54.3 million held in cash retention accounts.  As a
result, the Debtors have been unable to meet basic operating
expenses, thus threatening the survival of the business.  The bank
lenders include First Commercial Bank Co. (owed $76.5 million on a
first priority mortgage), Sinopac Bank (owed $67.2 million), Mega
International Commercial Bank (owed $415.5 million), Cathay United
Bank (owed $173.5 million) and Shanghai Bank (owed $69.7 million).

The Debtors will use cash collateral in accordance with a budget,
subject to a 15% variance.

The Debtors intend to provide adequate protection (to the extent
of any diminution in value) to the bank lenders for the use of the
cash collateral by: (i) providing an existing equity cushion in
the vessels; (ii) maintaining the going concern value of the
collateral by using the cash collateral to continue to operate the
business; (iii) granting the bank lenders postpetition replacement
liens pursuant in accounts receivable; and (iv) providing a
superpriority claim pursuant to 11 U.S.C. Sec. 507(b).

The Debtors also seek approval to pay certain claims of maritime
lien claimants that have arrested vessels, or acquired secured
liens on the vessels as a result of arrest (i.e. costs of in
custodia legis).  The total amount of crew wages, in custodia
legis fees, cargo delay fees and other expenses owed to foreign
parties, giving rise to maritime liens, and preventing release of
the arrested vessels is approximately $29 million

The Debtors also seek to pay claims of critical vendors who supply
goods, materials and services, without which the Debtors' business
either could not operate or would operate at significantly reduced
profitability.  The Debtors estimate that the critical vendor
payments will not exceed $24 million in the aggregate, which
represent less than 5% of the Debtors' aggregate debt obligations.

Given that the Debtors have many foreign creditors and
counterparties to contracts who may not be well versed in the
restrictions of the Bankruptcy Code, the Debtors seek entry of an
order, pursuant to Sections 105(a), 362 and 365 of the Bankruptcy
Code, enforcing and restating the automatic stay and ipso facto
provisions of the Bankruptcy Code.

The Debtors believe that it will take at least 60 days to
complete, review, and file the schedules of assets and liabilities
and the statements of financial affairs.  Accordingly, the Debtors
seek an extension of the 14-day deadline by 60 days.

An emergency hearing on the first day motions was slated for
June 24.

                       About TMT Group

Known in the industry as TMT Group, TMT USA Shipmanagement LLC and
its affiliates own 17 vessels.  Vessels range in size from
approximately 27,000 dead weight tons (dwt) to approximately
320,000 dwt.

TMT USA and 22 affiliates sought Chapter 11 protection (Bankr.
S.D. Tex. Lead Case No. 13-33740) in Houston, Texas, on June 20,
2013.

TMT has tapped attorneys from Bracewell & Giuliani LLP and
AlixPartners as financial advisors.

On a consolidated basis, the Debtors have $1.52 billion in assets
and $1.46 billion in liabilities.


TMT USA: Sues Lenders to Recover Seized Vessels
-----------------------------------------------
TMT USA Shipmanagement LLC and its affiliates sought bankruptcy
protection in Houston and immediately filed a lawsuit to recover
six vessels arrested by various lenders at ports around the world.

The arrested vessels are (i) the M/V C Whale; (ii) the M/V
E Whale; (iii) the M/V Fortune Elephant; (iv) the M/V F Elephant;
the M/V C Handy; (v) the M/V C Ladybug; and (vi) the M/V A
Duckling.  The arrests have been made on account of unpaid bank
debt, unpaid vendor/crew debt, or both.

The Debtors want the bankruptcy judge to issue a temporary
restraining order and a permanent injunction to that would force
creditors to release the vessels.

The defendants include an array of international banking and
shipping institutions: New York-based Capital Ship Management unit
Active Tankers Shipmanagement S.A.; France-based Alstom, Inc.; BHP
Billiton Marketing A.G.; China-based Cathay United Bank; Taiwan-
based Chang Hwa Bank, LTD.; Hua Nan Commercial Bank, LTD.; KPI
Bridge Oil Limited; Taiwan-based Mega International Commercial
Bank Co., Ltd.; Taiwan-based Shanghai Commercial & Savings Bank;
SDV Geis GMBH; Xiamen Hailong Manning Service Co., LTD.; China-
based Zhejiang Eastern Shipyard Co., Ltd.

TMT says that absent the U.S. bankruptcy court's intervention, the
arrested vessels will ultimately be sold in inefficient judicial
foreclosure proceedings, which will fail to maximize the value of
the vessels for the benefit of the bankruptcy estates of the
Debtors and all creditors.

  Owner of Arrested Ship    Arrestor              Claim Amount
  ----------------------    --------              ------------
C Whale Corporation      KPI Bridge Oil Limited   US$1,604,435
                         Mega International       US$2,389,500

E Whale Corporation      Crew individuals           US$231,601
                         Mega International      US$74,034,870

F Elephant Inc           Cathay United Bank      US$65,654,033

C Handy Corporation      Shanghai Bank          NT$497,799,678

C Ladybug Corporation    Active Tanker             EUR$262,500
                         Cathay United Bank    NT2,268,788,815
                         SDV                        EUR845,000
                         Alstom                  EUR15,300,000

A Duckling Corporation   Xiamen Hailong             US$200,000
                         ZHEJIANG EASTERN           US$284,528

F Elephant Co.           BHP Billiton Marketing  US$90,000,000

                     Road to Bankruptcy

"The shipping industry is highly cyclical, with attendant
volatility in charter hire rates and profitability.  Following
record charter rate levels in 2007 and 2008, charter rates in many
sectors of shipping quickly plummeted to decade-low levels as a
result of the global recession.  In the years leading up to the
global recession, TMT was in the process of initiating an
expansion of its oil-bulk-ore segment, which included placing
numerous orders from shipyards for newbuild vessels.  Under the
pressure of extremely low charter rates for its existing fleet,
TMT was unable to take possession of several of its newbuild
orders and simultaneously faced difficulty in servicing its debt
and operating expenses.  Several vessel arrests exacerbated the
situation by removing income producing vessels from TMT's
workforce," Lisa Donahue, managing director of AlixPartners,
explains in court filings.

"Realizing the need to restructure its bank debt obligations, TMT
hired AlixPartners in March of 2013 with the goals of increasing
efficiency for its existing business and negotiating a
restructuring resolution for its existing debt.  At the same time,
TMT has maintained its focus on the world's increasing demand for
cleaner energy by developing new technology and new plans for the
transportation of liquid natural gas by tanker ship.
Unfortunately, and despite the beginnings of rising charter rates,
TMT's lenders and TMT were unable to come to terms despite several
attempts at a consensual deal.  In fact, certain lenders have
continued to push for sales of TMT's arrested vessels.  In order
to preserve its assets and maximize value for all stakeholders,
TMT has filed for chapter 11 protection."

                       About TMT Group

Known in the industry as TMT Group, TMT USA Shipmanagement LLC and
its affiliates own 17 vessels.  Vessels range in size from
approximately 27,000 dead weight tons (dwt) to approximately
320,000 dwt.

TMT USA and 22 affiliates sought Chapter 11 protection (Bankr.
S.D. Tex. Lead Case No. 13-33740) in Houston, Texas, on June 20,
2013.

TMT has tapped attorneys from Bracewell & Giuliani LLP and
AlixPartners as financial advisors.

On a consolidated basis, the Debtors have $1.52 billion in assets
and $1.46 billion in liabilities.


TOUSA INC: Liquidating Plan Set for Aug. 1 Confirmation
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Tousa Inc., a homebuilder before the assets were
sold, has an Aug. 1 confirmation hearing for approval of a
liquidating Chapter 11 plan ending a five-year battle among
creditor groups.

According to the report, the plan features recoveries ranging from
58 percent for senior noteholders to 5 percent for creditors with
general unsecured claims.

The impetus for settlement came in May 2012 from a decision by the
U.S. Court of Appeals in Atlanta finding banks received fraudulent
transfers exceeding $400 million.  The opinion reinstated a ruling
by U.S. Bankruptcy Judge John K. Olson which had been set aside on
the first appeal in federal district court.  The creditors
appealed to the 11th Circuit in Atlanta and won.

The appeal in the circuit court of appeals was Citicorp North
America Inc. v. Official Committee of Unsecured Creditors (In re
Tousa Inc.), 11-11071, 11th U.S. Circuit Court of Appeals
(Atlanta).

                        About TOUSA Inc

Headquartered in Hollywood, Florida, TOUSA, Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various metropolitan markets in
10 states located in four major geographic regions: Florida, the
Mid-Atlantic, Texas, and the West.

The Debtor and its debtor-affiliates filed for separate
Chapter 11 protection on Jan. 29, 2008 (Bankr. S.D. Fla. Case
No. 08-10928).  Richard M. Cieri, Esq., M. Natasha Labovitz,
Esq., and Joshua A. Sussberg, Esq., at Kirkland & Ellis LLP, in
New York, N.Y.; and Paul S. Singerman, Esq., at Berger Singerman,
in Miami, Fla., represent the Debtors in their restructuring
efforts.  Lazard Freres & Co. LLC is the Debtors' investment
banker.  Ernst & Young LLP is the Debtors' independent auditor and
tax services provider.  Kurtzman Carson Consultants LLC acts as
the Debtors' Notice, Claims & Balloting Agent.

TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba
Eagle Homes, filed for Chapter 11 Protection on July 30, 2008
(Bankr. S.D. Fla. Case No. 08-20746).  It estimated assets and
debts of $1 million to $10 million in its Chapter 11 petition.

The official committee of unsecured creditors has filed a proposed
chapter 11 liquidating plan for Tousa.  However, the committee
said it would no longer pursue approval of its liquidation plan
because of the pending appeal of its fraudulent transfer case in
the U.S. Court of Appeals for the Eleventh Circuit.  A district
court in February 2011 held that the bankruptcy judge was wrong in
ruling that lenders who were paid off received fraudulent
transfers when Tousa gave liens on subsidiaries' properties to
bail out and refinance a joint venture.  Daniel H. Golden, Esq.,
and Philip C. Dublin, Esq., at Akin Gump Strauss Hauer & Feld LLP,
in New York, N.Y., represent the creditors committee.

Tousa and the official committee of unsecured creditors has filed
a proposed chapter 11 liquidating plan following a settlement
between the Debtor and creditors and other settlements crafted by
mediator Peter L. Borowitz.  The settlement was made after a May
2012 U.S. Court of Appeals in Atlanta decision that found that
banks received fraudulent transfers exceeding $400 million.  Tousa
intends to have a confirmation hearing for the Plan in August.


TRIAD GUARANTY: Hiring Approvals Sought
---------------------------------------
BankruptcyData reported that Triad Guaranty filed with the U.S.
Bankruptcy Court motions to retain:

   -- Womble Carlyle Sandridge & Rice (Contact: Francis A. Monaco)
as counsel at the following hourly rates: attorney at $190 to 700
and paraprofessional at 65 to 295; and

   -- Morrison & Foerster (Contact: Anthony Princi) as special
counsel at the following hourly rates: tax partner at $775 to
1,200, bankruptcy partner at 1,025, bankruptcy/insurance senior of
counsel at 815, bankruptcy of counsel at 720, tax associate at
530, bankruptcy associate at 530 and paraprofessional at 280.

                       About Triad Guaranty

Winston-Salem, N.C-based Triad Guaranty Inc. (OTC BB: TGIC)
-- http://www.triadguaranty.com/-- is a holding company that
historically provided private mortgage insurance coverage in the
United States through its wholly-owned subsidiary, Triad Guaranty
Insurance Corporation.  TGIC is a nationwide mortgage insurer
pursuing a run-off of its existing in-force book of business.

In December 2012, the Company's mortgage insurer subsidiary, Triad
Guaranty Insurance Corporation, was placed into rehabilitation,
whereby the Illinois Department of Insurance was vested with
possession and control over all of TGIC's assets and operations.

On May 30, 2013, the magistrate judge for the U.S. District Court
of the Middle District of North Carolina issued an order denying
the Company's motion to dismiss a class action lawsuit against the
company and two of its former officers. Shareholders filed the
class action suit in 2009, claiming the company misled investors
about poor financial results caused by improper underwriting
procedures.

Triad Guaranty Inc. filed a Chapter 11 petition (Bankr. D. Del.
Case No. 13-11452) on June 3, 2013.  The Company estimated assets
of at least $100 million and liabilities of less than $50,000.
Attorneys at Womble Carlyle Sandridge & Rice, LLP, serve as
counsel to the Debtor.

The Debtor said in court filings that it has no significant
operating activities, and has limited remaining cash and other
assets on hand.  The Debtor has been exploring various strategic
alternatives, and will continue to do so from and after the
Petition Date.

The Debtor said that expenses primarily consist of legal fees,
fees paid to its board, annual premiums for directors' and
officers' liability insurance and general operating expenses.  The
expenses range from $100,000 to $500,000 per quarter.  Unless the
expenses are reduced, the Debtor expects to deplete all of its
remaining cash by the end of 2013 or earlier.


TRIAD GUARANTY: Taps Donlin Recano as Claims & Noticing Agent
-------------------------------------------------------------
Triad Guaranty Inc. seeks authority from the U.S. Bankruptcy Court
for the District of Delaware to employ Donlin, Recano & Company,
Inc., as claims and noticing agent to be paid in accordance with
the hourly rates set forth in their engagement agreement.

A hearing to consider approval of the employment application will
be held on July 9, 2013, at 9:30 a.m.  Objections are due July 2.

                       About Triad Guaranty

Winston-Salem, N.C-based Triad Guaranty Inc. (OTC BB: TGIC)
-- http://www.triadguaranty.com/-- is a holding company that
historically provided private mortgage insurance coverage in the
United States through its wholly-owned subsidiary, Triad Guaranty
Insurance Corporation.  TGIC is a nationwide mortgage insurer
pursuing a run-off of its existing in-force book of business.

In December 2012, the Company's mortgage insurer subsidiary, Triad
Guaranty Insurance Corporation, was placed into rehabilitation,
whereby the Illinois Department of Insurance was vested with
possession and control over all of TGIC's assets and operations.

On May 30, 2013, the magistrate judge for the U.S. District Court
of the Middle District of North Carolina issued an order denying
the Company's motion to dismiss a class action lawsuit against the
company and two of its former officers. Shareholders filed the
class action suit in 2009, claiming the company misled investors
about poor financial results caused by improper underwriting
procedures.

Triad Guaranty Inc. filed a Chapter 11 petition (Bankr. D. Del.
Case No. 13-11452) on June 3, 2013.  The Company estimated assets
of at least $100 million and liabilities of less than $50,000.
Attorneys at Womble Carlyle Sandridge & Rice, LLP, serve as
counsel to the Debtor.

The Debtor said in court filings that it has no significant
operating activities, and has limited remaining cash and other
assets on hand.  The Debtor has been exploring various strategic
alternatives, and will continue to do so from and after the
Petition Date.

The Debtor said that expenses primarily consist of legal fees,
fees paid to its board, annual premiums for directors' and
officers' liability insurance and general operating expenses.  The
expenses range from $100,000 to $500,000 per quarter.  Unless the
expenses are reduced, the Debtor expects to deplete all of its
remaining cash by the end of 2013 or earlier.


UNI-PIXEL INC: Completes Build-Out of UniBoss Wet Lab Facility
--------------------------------------------------------------
UniPixel, Inc., has completed the build-out of its newly leased
7,500 square foot office and wet lab space, bringing its Woodlands
facilities to more than 20,000 square feet.  The wet lab area
includes a chemistry lab for ink formulations and process
validation, as well as analytical tools to support both
manufacturing quality control and customer support.

The Company also continues to advance the manufacturing build-out
of its UniBossTM pro-cap, multi-touch sensor film per two
preferred pricing and capacity agreements with a major PC maker
and an Ecosystem Partner announced earlier.  The UniBoss
manufacturing build-out includes printers and plating lines being
installed at the state-of-the-art manufacturing facility within
the Eastman Business Park, formerly Kodak Park, in Rochester, New
York, as well as adding two additional plating lines to the
company's Texas facility.  The company has also updated and added
equipment to its mastering lab to support higher resolution design
parameters.

Earlier this year, UniPixel appointed Robert Rusenko as vice
president of manufacturing and Robert Berg as senior vice
president of global sales -- two highly experienced and capable
executives.  UniPixel has since brought on additional design,
sales and marketing staff to support its operational platform and
global commercialization efforts, bringing its current employee
count to 32.  The Company plans to maintain an efficient
operational structure around its UniBoss roll-to-roll flexible
electronics manufacturing process.  However, it expects to grow
employee head count throughout the year as needed and continue to
leverage resources and support from its licensees and Kodak.

UniPixel attended Computex in Taipei, Taiwan, two weeks ago, where
it showcased 10.1" and 13.3" UniBoss product samples and
prototypes.  The demonstrations and meetings generated significant
interest from touch-screen customers and the touch screen supply
chain.  The feedback was very positive.  The public can see the
progress the company has made with its functional UniBoss touch
panels on its Web site.

While UniBoss offers linear cost scalability from pocket-size
mobile devices to large desktop displays, the Company's 10.1" and
13.3" prototype form factors target the highest growth segment of
the market.  DisplayBank forecasts the overall touch panel market
to grow at 11 percent CAGR to reach $20.0 billion by 2015, whereas
the market for 10.2" to 20.0" sizes is expected to grow at more
than six times that rate, at a CAGR of 71 percent to $1.9 billion.

"We are laser focused on ramping manufacturing capabilities
towards delivering product in Q4," noted Reed Killion, president
and CEO of UniPixel.  "Our working relationship with Kodak is
exceptional, and the support from our PC manufacturer and
Ecosystem Partner continues to be very strong.  The advancement
and acceptance of metal mesh as an ITO replacement is gaining
momentum in the touch ecosystem.  We believe our UniBoss additive
manufacturing process offers a price and performance curve to the
touch market that ITO and other ITO subtractive processes can't
meet.  The downstream supply chain qualification of partners and
best practices is on track, and we are pleased with the lamination
capabilities of several companies that were introduced to us by
our PC and Ecosystem licensees."

Legal Update

In June 2013, two purported class action complaints were filed in
the United States District Court, Southern District of New York
and the United States District Court, Southern District of Texas
against the company and its CEO, CFO, and chairman.  The
complaints allege the company and its officers and directors
violated the federal securities laws, specifically Sections 10(b)
and 20(a) of the Securities Exchange Act of 1934, by making
purportedly false and misleading statements concerning its
licensing agreements and product development.  The complaints seek
unspecified damages on behalf of a purported class of purchasers
of its common stock during the period from Dec. 7, 2012, to
May 31, 2013.  UniPixel believes the complaints are without merit
and it will vigorously defend against them.  The Company has
directors' and officers' and corporate liability insurance to
cover risks associated with securities claims filed against the
company or its directors and officers, and has notified its
insurers of the complaints.

The company received a ruling in its favor regarding procedure and
jurisdiction in conjunction with its legal case against Conductive
Inkjet Technologies (CIT).  On April 29, 2013, Judge Sim Lake of
the Southern District of Texas returned Uni-Pixel's U.S. case
against CIT for breach of contract and a declaratory judgment to
Texas State Court in Montgomery County.  CIT had sought to remove
the case to Federal Court.  The Federal Court, however, found that
CIT had agreed to have the case heard in State Court. On May 24,
2013, the company filed a motion for summary judgment with the
State Court on its claim that CIT breached an agreement with the
company by filing suit in the UK rather than Texas State Court.
The motion is currently pending.  The company maintains that this
case is meritless and will defend against it vigorously.

                        About Uni-Pixel Inc.

The Woodlands, Tex.-based Uni-Pixel, Inc. (OTC BB: UNXL)
-- http://www.unipixel.com/-- is a production stage company
delivering its Clearly Superior(TM) Performance Engineered Films
to the Lighting & Display, Solar and Flexible Electronics market
segments.

Uni-Pixel incurred a net loss of $9.01 million in 2012, as
compared with a net loss of $8.56 million in 2011.  The Company's
balance sheet at March 31, 2013, showed $19.40 million in total
assets, $693,193 in total liabilities and $18.71 million in total
shareholders' equity.

"As of December 31, 2012, we had a cash balance of approximately
$13.0 million and working capital of $12.8 million.  We project
that current cash reserves will sustain our operations through at
least December 31, 2013, and we are not aware of any trends or
potential events that are likely to adversely impact our short
term liquidity through this term.  We expect to fund our
operations with our net product revenues from our commercial
products, cash and cash equivalents supplemented by proceeds from
equity or debt financings, and loans or collaborative agreements
with corporate partners, each to the extent necessary," according
to the Company's annual report for the year ended Dec. 31, 2012.


VAIL LAKE: Sec. 341 Creditors' Meeting Set for July 9
-----------------------------------------------------
The U.S. Trustee will convene a meeting of creditors pursuant to
11 U.S.C. 341(a) in the Chapter 11 case of Vail Lake Resort on
July 9, 2013, at 1:00 p.m.  The meeting will be held at J402 W.
Broadway, Emerald Plaza Building, Suite 660 (B), Hearing Room B,
in San Diego, California.

                          About Vail Lake

Vail Lake Rancho California, LLC and its affiliates own the
California campground Vail Lake Resort. Vail Lake is a large
reservoir in western Riverside County, California, located on
Temecula Creek in the Santa Margarita River watershed,
approximately 15 miles east of Temecula, California.  Properties
cover approximately 9,000 acres and have an estimated water
storage capacity of approximately 51,000 acre-feet.

On Dec. 26, 2012, creditors of Vail Lake filed an involuntary
Chapter 11 petition (Bankr. S.D. Cal. Case No. 12-16684) for Vail
Lake.  In a filing on June 6, 2013, the Debtor said it consents to
the entry of an order for relief and does not contest the
involuntary Chapter 11 petition.

On June 5, 2013, the company sent 5 related entities -- Vail Lake
USA, LLC ("VLU"), Vail Lake Village & Resort, LLC ("VLRC"), Vail
Lake Groves, LLC, Agua Tibia Ranch, LLC, and Outdoor Recreational
Management, LLC -- to Chapter 11 bankruptcy.

The new debtors have sought and obtained an order for joint
administration of their Chapter 11 cases with Vail Lake Rancho
(Case No. 12-16684).

The Debtors are represented by attorneys at Cooley LLP and
Phillips, Haskett & Ingwalson, A.P.C.

The Debtors' consolidated assets, as of May 31, 2013, total
approximately $291,016,000 and liabilities total $52,796,846.


VERITY CORP: Take Flight Owned 19.6% Equity Stake at May 1
----------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Take Flight Equities, Inc., disclosed that, as of
May 1, 2013, it beneficially owned 1,733,322 shares of common
stock of Verity Corp. representing 19.66 percent of the shares
outstanding.  A copy of the regulatory filing is available at:

                        http://is.gd/4NjCwH

Sioux Falls, South Dakota-based Verity Corp., formerly AquaLiv
Technologies, Inc., is the parent of Verity Farms II, Inc.,
Aistiva Corporation (formerly AquaLiv, Inc.).  Verity Farms II is
dedicated to providing consumers with safe, high-quality and
nutritious food sources through sustainable crop and livestock
production.  Aistiva's technology alters the behavior of
organisms, including plants and humans, without chemical
interaction.  Aistiva's platform technology influences biological
processes naturally and without chemical interaction.  To date,
Aistiva has released products in the industries of water
treatment, skincare, and agriculture.

The Company's balance sheet at March 31, 2013, showed $4.7 million
in total assets, $6.8 million in total liabilities, and a
stockholders' deficit of $2.1 million.

Bongiovanni & Associates, C.P.A.'s, in Cornelius, North Carolina,
expressed substantial doubt about AquaLiv's ability to continue as
a going concern following their audit of the Company's financial
statements for the year ended Sept. 30, 2012.  The independent
auditors noted that the Company has incurred recurring losses from
operations, has a liquidity problem, and requires funds for its
operational activities.


VHGI HOLDINGS: Obtains $65MM Replacement Financing From Al Rami
---------------------------------------------------------------
Lily Group, Inc., a wholly-owned subsidiary of VHGI Holdings,
Inc., on May 28, 2013, entered into a Equity Investment Agreement
with Al Rami Pure LLC.  Under the terms of this agreement, at
closing Al Rami will lend the Company approximately $65 million.
The investment will be for a maximum term of 10 years.  As
consideration, Al Rami will receive 45 percent of Lily Group and a
lien on Lily Group's assets, together with royalties or dividends
at the rate of 1.25 percent per annum.  The Company has the right
to buy back the equity in Lily Group at the end of any calendar
year, on the basis of the fair market valuation of the
outstanding.  The closing of the Equity Investment Agreement is
subject to a number of conditions precedent, including delivery of
a letter of credit in the amount of $10.5 million, the
finalization of a definitive use of proceeds and the company
reaching an agreement with its current senior secured lender.  The
Company is actively engaged in efforts to satisfy these conditions
precedent with the goal of closing the transaction as soon as
practicable.  However, given the number of conditions which must
be satisfied, there are no assurances this transaction will be
consummated.

Effective May 28, 2013, Lily Group also entered into a Memorandum
of Understanding with Lily Group Holdings Company, an entity owned
by Mr. Risinger, the Company's chief executive officer.  Pursuant
to the terms of the Memorandum of Understanding, LGHC will obtain
the aforementioned letter of credit and certain other personal
guarantees required by the Investor to satisfy the security
requirement for the loan.  As consideration, Lily Group will
permit LGHC to hold the net proceeds of the loan in an account of
its choosing and release the funds for Lily Group's benefit in
accordance with the specific use of proceeds to be agreed upon by
Lily Group and the Investor.

The Company previously reported that in April 2013 it entered into
a similar loan agreement with Ariana Turquoise Investment AS, the
closing of which was subject to the satisfaction of certain
conditions precedent.  Those conditions precedent were not
satisfied and that agreement was not consummated.  The Equity
Investment Agreement represents replacement financing for the
Company.

                         About VHGI Holdings

Fort Worth, Tex.-based VHGI Holdings, Inc., is a holding company
with revenue streams from these business segments: (a) precious
metals (b) oil and gas (c) coal and (d) medical technology.

In its report on the Company's consolidated financial statements
for the year ended Dec. 31, 2011, Pritchett, Siler & Hardy, P.C.,
in Salt Lake City, Utah, expressed substantial doubt about VHGI
Holdings' ability to continue as a going concern.  The independent
auditors noted that the Company has incurred substantial losses
and has a working capital deficit.

The Company reported a net loss of $5.43 million in 2011, compared
with a net loss of $1.67 million in 2010.  The Company's balance
sheet at Sept. 30, 2012, showed $49.07 million in total assets,
$54.61 million in total liabilities and a $5.53 million total
stockholders' deficit.


VISTA HERMOSA: Case Summary & 3 Unsecured Creditors
---------------------------------------------------
Debtor: Vista Hermosa Holdings LLC
        16027 Ventura Boulevard, Suite 604
        Encino, CA 91436

Bankruptcy Case No.: 13-25804

Chapter 11 Petition Date: June 17, 2013

Court: U.S. Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Peter Carroll

Debtor's Counsel: Norman A. Mathews, Esq.
                  16027 Ventura Boulevard, Suite 604
                  Encino, CA 91436
                  Tel: (626) 378-5477
                  Fax: (888) 761-0946

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

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

A copy of the Company's list of its three largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/cacb13-25804.pdf

The petition was signed by Parmjit Daniel Singh.


VISUALANT INC: Sues Ascendiant Over 1.7MM Undelivered Shares
------------------------------------------------------------
Visualant, Inc., filed a complaint against Ascendiant Capital
Partners, LLC, in the Orange County Superior Court of California
(Case No. 30-2013-00656770-CU-BC-CJC) for breach of contract,
seeking damages, specific performance and injunctive relief
against Ascendiant.

The Company entered into an Option Agreement with Ascendiant dated
April 26, 2013, pursuant to which the Company had the option to
purchase from Ascendiant 4,000,000 shares of the company's common
stock for an aggregate purchase price of $300,000.  On May 31,
2013, the Company exercised its option to purchase the 4,000,000
Option Shares from Ascendiant and paid to Ascendiant the $300,000
purchase price.  In its Complaint, the Company alleges that
Ascendiant breached its obligations under the Option Agreement by
delivering to the Company only 2,284,525 of the 4,000,000 Option
Shares and failing to deliver the remaining 1,715,475 Option
Shares.

The Company expects to file promptly an application for a
temporary restraining order and a motion for preliminary
injunction with the California Superior Court, seeking a temporary
restraining order and preliminary injunctive relief requiring
Ascendiant to transfer the remaining 1,715,475 Option Shares to
Visualant or, in the alternative, enjoining Ascendiant from
transferring, selling, or otherwise encumbering the Option Shares.

The Company intends to vigorously enforce any and all rights and
remedies available to it with respect to the Complaint.  There can
be no assurance of the outcome in the litigation, including
whether specific performance or injunctive relief will be granted
and whether, and in what amount, the Company may recover damages.
No trial date has been set.

                        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 March 31, 2013, showed $4.14 million in total assets,
$5.53 million in total liabilities, a $1.42 million total
stockholders' deficit and $40,133 in noncontrolling interest.

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.


VITERA HEALTHCARE: S&P Assigns 'B' CCR; Outlook Negative
--------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Tampa, Fl.-based Vitera Healthcare Solutions LLC.
The outlook is negative.

S&P also assigned a 'B' issue-level rating with a recovery rating
of '3' to the company's $25 million senior secured revolving
credit facility and $255 million first-lien term loan.  The '3'
recovery rating indicates expectations for meaningful (50% to 70%)
recovery of principal in the event of default.  In addition, S&P
assigned a 'CCC+' issue-level rating with a '6' recovery rating to
the company's $85 million senior secured second-lien term loan.
The '6' recovery rating indicates expectations for negligible (0%
to 10%) recovery.

"Our ratings on the company reflect its 'vulnerable' business risk
profile and 'highly leveraged' financial risk profile under our
criteria," said Standard & Poor's credit analyst Andrew Chang.
"Our business risk assessment is based on the company's ongoing
business transition, small scale and narrow product focus,
acquisition integration risk, and the competitive landscape in the
healthcare information technology (HCIT) industry.  The financial
risk assessment incorporates pro forma leverage in the low-6x
area.  The company's expansion into the community health centers
(CHC) from its recent acquisition, diverse customer base, good
recurring revenues, and consistently positive free operating cash
flow (FOCF) are partial offsets".

The negative outlook reflects Vitera's ongoing revenue declines
and continued restructuring and acquisition integration risk.

S&P could lower the rating over the next 12 months if the decline
in revenues or bookings is greater than S&P expects, such that
leverage is on a trajectory to reach 7x or covenant cushion is
likely to decline to under 15%.

S&P could revise the outlook to stable if the company's shift in
strategy results in stable to growing revenues and consistent
EBITDA margin, which would indicate to S&P that its cost cuts have
not constrained its competitiveness, and the company maintains
leverage in the 6x area or below.


VITESSE SEMICONDUCTOR: Offering 16.3 Million Common Shares
----------------------------------------------------------
Vitesse Semiconductor Corporation announced the pricing of an
underwritten public offering of 16,300,000 shares of its common
stock at a price to the public of $2.15 per share.  The Company
has also granted to the underwriters a 30-day option to purchase,
at the same price per share as the underwriters paid for the
initial shares, an additional 2,420,000 shares to cover over-
allotments in connection with the offering.  After deducting the
underwriting discount and estimated offering expenses payable by
the Company, the Company expects to receive net proceeds of
approximately $32.6 million, assuming no exercise of the over-
allotment option.

The offering is expected to close on or about June 25, 2013,
subject to customary closing conditions.  Needham & Company, LLC,
is acting as the sole book-running manager of the offering.,
Craig-Hallum Capital Group LLC and Imperial Capital, LLC, are
acting as co-managers.

Vitesse intends to use the net proceeds from the offering for
working capital and general corporate purposes.  A portion of the
net proceeds also may be used to repay or restructure
indebtedness.

                           About Vitesse

Based in Camarillo, California, Vitesse Semiconductor Corporation
(Pink Sheets: VTSS.PK) -- http://www.vitesse.com/-- designs,
develops and markets a diverse portfolio of semiconductor
solutions for Carrier and Enterprise networks worldwide.

In October 2009, Vitesse completed a debt restructuring
transaction that resulted in the conversion of 96.7% of the
Company's 2024 Debentures into a combination of cash, common
stock, Series B Preferred Stock and 2014 Debentures.  With respect
to the remaining 3.3% of the 2024 Debentures, Vitesse settled its
obligations in cash.  Additionally, Vitesse repaid $5.0 million of
its $30.0 million Senior Term Loan, the terms of which were
amended as part of the debt restructuring transactions.

Vitesse incurred a net loss of $1.11 million in 2012, a net loss
of $14.81 million in 2011, and a net loss of $20.05 million in
2010.  The Company's balance sheet at March 31, 2013, showed
$68.85 million in total assets, $80.96 million in total
liabilities and a $12.10 million total stockholders' deficit.


VYSTAR CORP: Matthew Clark to Serve as Consultant
-------------------------------------------------
Matthew Clark, vice president of Technical Sales, transitioned to
a consulting role with continuing concentration on the marketing
and sales of the Company's Vytex(R) NRL products, effective
June 14, 2013.

                         Amends Form 10-K

Vystar has amended its annual report on Form 10-K for the period
ended Dec. 31, 2012, to provide the consolidated financial
statements and related notes from the Form 10-K formatted in XBRL
(eXtensible Business Reporting Language.  No other changes have
been made to the Form 10-K.  A copy of the amended Form 10-K is
available for free at http://is.gd/ZyGjw5

                         About Vystar Corp

Duluth, Ga.-based Vystar Corporation is the creator and exclusive
owner of the innovative technology to produce Vytex(R) Natural
Rubber Latex.  This technology reduces antigenic protein in
natural rubber latex products to virtually undetectable levels in
both liquid NRL and finished latex products.

Vystar reported a net loss of $2.74 million on $540,168 of revenue
for the year ended Dec. 31, 2012, as compared with a net loss of
$3.60 million on $347,250 of revenue during the prior year.
As of Dec. 31, 2012, the Company had $1.19 million in total
assets, $2.94 million in total liabilities and a $1.74 million
total stockholders' deficit.

Habif, Arogeti & Wynne, LLP, in Atlanta, Georgia, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company's recurring losses from operations, capital
deficit, and limited capital resources raise substantial doubt
about its ability to continue as a going concern.

                         Bankruptcy Warning

"There can be no assurances that the Company will be able to
achieve its projected level of revenue in 2013 and beyond.  If the
Company is unable to achieve its projected revenue and is not able
to obtain alternate additional financing of equity or debt, the
Company would need to significantly curtail or reorient its
operations during 2013, which could have a material adverse effect
on the Company's ability to achieve its business objectives and as
a result may require the Company to file for bankruptcy or cease
operations."


VYSTAR CORP: Brio Capital Held 9.4% Equity Stake at June 18
-----------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission on June 18, 2013, Brio Capital L.P. disclosed that it
beneficially owned 2,600,000 shares of common stock of Vystar
Corporation representing 9.4 percent of the shares outstanding.  A
copy of the regulatory filing is available at http://is.gd/BYohce

                         About Vystar Corp

Duluth, Ga.-based Vystar Corporation is the creator and exclusive
owner of the innovative technology to produce Vytex(R) Natural
Rubber Latex.  This technology reduces antigenic protein in
natural rubber latex products to virtually undetectable levels in
both liquid NRL and finished latex products.

Vystar reported a net loss of $2.74 million on $540,168 of revenue
for the year ended Dec. 31, 2012, as compared with a net loss of
$3.60 million on $347,250 of revenue during the prior year.
As of Dec. 31, 2012, the Company had $1.19 million in total
assets, $2.94 million in total liabilities and a $1.74 million
total stockholders' deficit.

Habif, Arogeti & Wynne, LLP, in Atlanta, Georgia, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company's recurring losses from operations, capital
deficit, and limited capital resources raise substantial doubt
about its ability to continue as a going concern.

                         Bankruptcy Warning

"There can be no assurances that the Company will be able to
achieve its projected level of revenue in 2013 and beyond.  If the
Company is unable to achieve its projected revenue and is not able
to obtain alternate additional financing of equity or debt, the
Company would need to significantly curtail or reorient its
operations during 2013, which could have a material adverse effect
on the Company's ability to achieve its business objectives and as
a result may require the Company to file for bankruptcy or cease
operations. "


WAVE SYSTEMS: Amends 1.8 Million Shares Resale Prospectus
---------------------------------------------------------
Wave Systems Corp. has amended its Form S-3 registration statement
with the U.S. Securities and Exchange Commission relating the sale
by Cranshire Capital Master Fund, Ltd., and Anson Investments
Master Fund, LP, of up to 1,204,820 shares of Wave's Class A
common stock, par value $0.01 per share, and up to 602,410 shares
of Wave's Class A common stock, par value $0.01 per share,
issuable upon the exercise of warrants.

The Company will not receive any proceeds from the sale of these
shares of Class A common stock by the selling stockholders.

Wave's Class A common stock is traded on the Nasdaq Capital Market
under the symbol "WAVX."  The last reported sale price of the
Company's Class A common stock on the Nasdaq Capital Market on
June 18, 2013, was $0.43 per share.

A copy of the amended prospectus is available at:

                        http://is.gd/EMQ2R2

                         About Wave Systems

Lee, Massachusetts-based Wave Systems Corp. (NASDAQ: WAVX) --
http://www.wave.com/-- develops, produces and markets products
for hardware-based digital security, including security
applications and services that are complementary to and work with
the specifications of the Trusted Computing Group, an industry
standards organization comprised of computer and device
manufacturers, software vendors and other computing products
manufacturers.

KPMG LLP, in Boston Massachusetts, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that
Wave Systems Corp. has suffered recurring losses from operations
and has an accumulated deficit that raise substantial doubt about
its ability to continue as a going concern.

For the 12 months ended Dec. 31, 2012, the Company incurred a net
loss of $33.96 million, as compared with a net loss of $10.79
million in 2011.  The Company's balance sheet at March 31, 2013,
showed $10.77 million in total assets, $22.19 million in total
liabilities and a $11.42 million total stockholders' deficit.


ZOGENIX INC: Stockholders Elect Two Directors
---------------------------------------------
Zogenix, Inc., held its annual meeting of stockholders on June 18,
2013, at which the stockholders elected Roger L. Hawley and Erle
T. Mast as directors for a three-year term to expire at the 2016
annual meeting of stockholders.  The stockholders also ratified
the selection of Ernst & Young LLP as the Company's independent
registered public accounting firm for the fiscal year ending
Dec. 31, 2013.

                         About Zogenix Inc.

Zogenix, Inc. (NASDAQ: ZGNX), with offices in San Diego and
Emeryville, California, is a pharmaceutical company
commercializing and developing products for the treatment of
central nervous system disorders and pain.

Zogenix incurred a net loss of $47.38 million in 2012, as compared
with a net loss of $83.90 million in 2011.  The Company's balance
sheet at March 31, 2013, showed $65.57 million in total assets,
$70.56 million in total liabilities, and a $4.99 million total
stockholders' deficit.

Ernst & Young LLP, in San Diego, California, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012, citing recurring losses from
operations and lack of sufficient working capital which raise
substantial doubt about the Company's ability to continue as a
going concern.


* Bank of Tokyo to Pay $250MM to N.Y. in Money-Laundering Case
--------------------------------------------------------------
The Associated Press reported that The Bank of Tokyo Mitsubishi-
UFJ Ltd. will pay $250 million to the state of New York for
laundering billions of dollars in transactions that violated
economic sanctions against countries including Iran, Sudan, and
Myanmar, New York financial regulators said.

According to the AP report, the state's Department of Financial
Services said the bank agreed to the fine and a year of special
monitoring for handling the 28,000 U.S. dollar transactions
totaling about $100 billion through its New York operation between
2002 and 2007.

BTMU employees routinely removed information from wire transfer
messages that could have identified the government and business
entities involved as targets of sanctions, the department said,
the report related.

BTMU it reported the violations to its regulators and stopped the
practice in 2007, the report added.

"Since 2007, BTMU has significantly improved its compliance
policies and procedures," the bank said, AP cited. "BTMU is
committed to conducting business with the highest levels of
integrity and regulatory compliance, and to continually improving
its policies and procedures."

It said it will continue to cooperate with regulators, AP added.


* Federal Reserve Eyes End of Bond Buying
-----------------------------------------
Jon Hilsenrath and Victoria McGrane, writing for The Wall Street
Journal, reported that Federal Reserve Chairman Ben Bernanke said
the central bank could start winding down its $85 billion-a-month
bond-buying program later this year and end it altogether by mid-
2014, setting up a high-stakes test to see if the economy and
financial markets can begin to stand on their own.

According to the report, financial markets -- which have been
enlivened by the fuel of the Fed's easy-money policies -- didn't
take the news happily. The Dow Jones Industrial Average finished
on June 19 down 206.04, or 1.35%, at 15112.19. Yields on 10-year
Treasury notes jumped 0.126 percentage point to 2.308%, the
highest level since March 2012. The dollar strengthened. Asian
markets moved lower in early trading Thursday.

Behind the Fed's strategy for unwinding its bond-buying program
were its optimistic new economic forecasts for next year,
including a projection that the jobless rate, which was 7.6% in
May, will fall to between 6.5% and 6.8% by the end of 2014, the
WSJ report said.

The Fed hasn't yet made a formal decision to end the bond-buying
program, and Mr. Bernanke in a press conference following the
Fed's two-day policy meeting emphasized that the central bank will
be flexible as it assesses the economy's health, the report noted.
The Fed's bond-buying programs are meant to drive down borrowing
costs, push up asset prices and encourage more investment,
spending and hiring in the broader economy.

But Mr. Bernanke said the wind-down could begin "later this year"
if growth picks up as the Fed projects, unemployment comes down,
and inflation moves closer to the central bank's 2% target, the
report said. If those expectations bear out, the Fed could stop
buying bonds altogether by the middle of next year, when officials
project unemployment to be around 7%, he said.


* FTC Is Said to Plan Inquiry of Frivolous Patent Lawsuits
----------------------------------------------------------
Edward Wyatt, writing for The New York Times, reported that the
chairwoman of the Federal Trade Commission is expected to
recommend a sweeping investigation of "patent trolls," companies
that buy large portfolios of technology patents and use them to
sue software designers and makers of products like smartphones and
tablet computers, people briefed on the inquiry said.

According to the report, the chairwoman, Edith Ramirez, is
planning to ask the full commission to approve an inquiry that
will include the issuance of subpoenas to companies that are known
as patent-assertion entities, or, unflatteringly, as patent
trolls. The move comes after the issuance of several executive
orders by President Obama directing executive agencies to take
steps to "protect innovators from frivolous litigation."

If approved, which is likely, the F.T.C. investigation will
require patent-assertion companies to answer questions about how
they conduct their operations, including whether they coordinate
their lawsuits with other patent holders and if they funnel
proceeds from lawsuits and patent licenses back to the original
patent owner, the report said.

Patent-assertion entities, also known as P.A.E.'s, typically have
no operations other than collecting royalties on patents, the
report related. They accounted for more than 60 percent of the
roughly 4,000 patent lawsuits filed last year, up from 29 percent
two years earlier.

"There are companies that are engaged in spurious lawsuits,
seeking settlements that are less than the cost of litigation. But
not us," said Scott Burt, chief intellectual property officer at
Mosaid Technologies, a Canadian company that is nonetheless
considered one of the largest patent trolls, the report cited. "We
are a patent-licensing company."


* HSBC Unit Liability on Verdict $1.5 Billion, Lawyer Says
----------------------------------------------------------
Andrew Harris, writing for Bloomberg News, reported that the HSBC
Holdings Plc unit once known as Household International Inc. is
liable for about $1.5 billion in damages to shareholders who a
Chicago federal court jury found in 2009 were misled by the
company and three executives, a plaintiffs' attorney said.

According to the report, the lawyer, Michael J. Dowd, told U.S.
District Judge Ronald A. Guzman at a hearing in Chicago that an
independent claims examiner reviewed and approved investor claims
approaching that amount, for which the attorney seeks entry of a
partial judgment.

That $1.48 billion in allowed claims from about 10,000
stockholders may be augmented by pre-judgment interest in the 11-
year-old lawsuit or wiped out by post-trial motions, Dowd said in
an interview outside the courtroom, the report related. Still more
claims remain to be resolved, he said.

Noting the litigation has gone on "for years and years," Guzman
said from the bench, "it's got to come to an end," the report
cited.

The report recalled that household stockholders sued the company
in 2002, alleging the company and three executives made misleading
statements about its mortgage lending practices. The lender had
earlier agreed to pay $484 million in fines to settle claims
lodged by more than a dozen states.

Jurors in May 2009 decided the company, former Chief Executive
Officer William Aldinger and two other people made recklessly
misleading comments 16 times and in one instance involving
Aldinger, did so knowingly, the report further recalled.

The case is Lawrence E. Jaffe Pension Plan v. Household
International Inc., 1:02-cv-05893, U.S. District Court, Northern
District of Illinois (Chicago).


* Libor Case Ensnares More Banks
--------------------------------
David Enrich, writing for The Wall Street Journal, reported that
employees of some of the world's largest financial institutions
conspired with a former bank trader to rig benchmark interest
rates, British prosecutors alleged, a sign authorities have their
sights on an array of banks and brokerages.

According to the report, the U.K.'s Serious Fraud Office charged
former UBS AG and Citigroup Inc. trader Tom Hayes with eight
counts of "conspiring to defraud" in an alleged attempt to
manipulate the London interbank offered rate, or Libor. Mr. Hayes
appeared in a London court Thursday, where prosecutors for the
first time detailed their allegations against him, including a
list of institutions whose employees Mr. Hayes allegedly conspired
with.

The report related that Mr. Hayes, who was charged with similar
offenses by the U.S. last December, hasn't entered a plea to
either country's charges. He wrote in a January text message to
The Wall Street Journal that "this goes much much higher than me."

The charges read in court accuse Mr. Hayes of allegedly conspiring
with employees of eight banks and interdealer brokerage firms, as
well as with former colleagues at UBS and Citigroup, the report
said. Each of the eight charges accused Mr. Hayes of "dishonestly
seeking to manipulate [Libor]. . . with the intention that the
economic interests of others would be prejudiced and/or to make
personal gain for themselves or another."

The banks include New York-based J.P. Morgan Chase & Co.;
Germany's Deutsche Bank AG; British banks HSBC Holdings PLC and
Royal Bank of Scotland Group; and Dutch lender Rabobank Groep NV,
the report related.  Prosecutors alleged Mr. Hayes also worked
with employees of ICAP PLC, Tullett Prebon PLC and R.P. Martin
Holdings Ltd., which are London-based interdealer brokers that
serve as middlemen between bank traders.


* Virginia Lawyer Gets 15 Years for SBA Loan Fraud
--------------------------------------------------
Andrew Zajac, writing for Bloomberg News, reported that a Virginia
lawyer was sentenced to 15 years and eight months in prison for
his role in a scheme that resulted in more than $100 million in
losses on loans backed by the U.S. Small Business Administration.

According to the report, Joon Park, 43, of Falls Church, was
sentenced in federal court in Baltimore. He admitted that from
2003 to October 2011, he and his co-conspirators submitted SBA
loan applications with fraudulent documents including counterfeit
cashier's checks and falsified bank statements and tax returns,
U.S. Attorney Rod Rosenstein of Maryland said in a statement.

The report related that the phony paperwork was used to persuade
SBA officials to approve loans under a program that requires
business owners to invest specified amounts of their own money.
Taxpayers, through the SBA, guaranteed 75 percent to 90 percent of
each loan, with lenders on the hook for the rest, according to
Rosenstein.

"When borrowers and brokers submit false information and
fraudulent documents, the underwriting process is defeated and the
taxpayers bear the loss," Rosenstein said, the report cited.

Park was the leader of the conspiracy, along with his brother,
according to the statement, the report said.  The scheme operated
through Park's brokerage, Jade Capital & Investments LLC of
Woodbridge, Virginia. His brother, Loren Park, is still at large
and believed to be in South Korea, according to Marcia Murphy, a
spokeswoman for Rosenstein.

Park arranged for 124 fraudulent loans with 17 commercial lenders
ranging from $100,000 to $14.5 million, according to a superseding
indictment returned March 7 by a federal grand jury, the report
further related.

Four other participants in the scheme have already been sentenced
to prison and a fifth conspirator has pleaded guilty and is
awaiting sentencing, the report said.

The case is U.S. v. Park, 11-cr-00600, U.S. District Court,
District of Maryland (Baltimore).


* Moody's Reports on Covenant Protections for Metal Miners
----------------------------------------------------------
High-yield bonds from North American base and precious metals
mining companies offer investors among the strongest covenant
protections compared with the other sectors in its High-Yield
Covenant Database, while those from steel companies offer among
the weakest, Moody's Investors Service says in a new report.

Bonds from the coal sector fall somewhere in between, but tend to
be a little weaker than average, the ratings agency says in its
new report, "North American Base and Precious Metals Covenants
Give Investors Strong Protection."

Moody's analyzed the covenant packages of 44 bond offerings from
29 metal and mining companies over a two-year period. The rating
agency's database includes covenant quality scores, which range
from 1.0 for bonds that offer the strongest investor protections,
to 5.0 for those with the weakest.

"An average score of 3.15 on our scale puts North American base
and precious metals covenant packages among the strongest in our
database," says Moody's Arturo Reyes, the report's author. "These
bonds' covenant protections are well suited to the sector's
cyclicality and exposure to various geopolitical and operational
risks."

Most issuers in the base and precious metals sector are relatively
new issuers, coming to the market within the past two years. The
coal and steel companies, on the other hand, have participated in
the debt markets for far longer, and their once-favorable credit
profiles have likely led to deals with less restrictive covenants.

Standouts include aluminum producers Aleris International and
Noranda Aluminum Acquisition, which have weaker-than-average
covenant quality scores. This is most likely because private
equity investors own part of both companies, mirroring what
Moody's observes in other sectors.

And bonds from several steel producers offer high-yield lite
covenant packages, pointing to potentially lower recovery rates
for bondholders.

"An average covenant quality score of 4.31 puts North American
steel companies near the bottom among the 49 sectors and sub-
sectors in our database," Reyes says. "Of the seven steel issuers
we looked at, Steel Dynamics, US Steel and AK Steel offer high-
yield-lite bonds."

Meanwhile, the average covenant quality score for North American
coal companies was a weaker 3.94. In this case, the standouts were
CONSOL Energy and James River Coal, whose strong scores make them
exceptions among their peers.


* Weil Gotshal Cuts 60 Associates, Reduces Pay for Some Partners
----------------------------------------------------------------
Peter Lattman, writing for The Wall Street Journal, reports that
the news on Monday that Weil, Gotshal & Manges, among the nation's
most prestigious and profitable law firms, was laying off a large
number of lawyers and support staff while also reducing the pay of
some of its partners, sent shock waves through the industry and
underscored the financial difficulties facing the legal
profession.

According to the NY Times, Weil Gotshal laid off 60 junior
lawyers, known at firms as associates, which amounts to roughly 7
percent of the firm's associates. Annual compensation will be
reduced for roughly 30 of the firm's 300 partners, in many cases
by hundreds of thousands of dollars. And 110 non-lawyers --
roughly half of them secretaries -- were let go.

According to the NY Times, in Monday's e-mail, Weil Gotshal said
it was taking the action "from a position of strength." It said
that it had zero debt and a fully financed pension plan with more
than $500 million in assets. It also noted that its partners did
not have long-term compensation guarantees.

"While we have been able to avoid these actions in the past, and
it is very painful from a human perspective, the management
committee believes that these actions are essential now to enable
our firm to continue to excel and retain its historic
profitability in the new normal," Barry M. Wolf, Weil's executive
partner, wrote in the firmwide e-mail, according to the NY Times.

According to the NY Times, data compiled by Bloomberg and Thomson
Reuters show that in 2012, Weil Gotshal was ranked No. 1 in
private equity representations globally. It ranked No. 2 in
domestic mergers and acquisitions last year and has maintained
that position in 2013, advising on deals like the American
Airlines merger with US Airways.  Still, Mr. Wolf said, there was
not enough work to keep Weil Gotshal's army of lawyers
sufficiently busy, according to the NY Times.

The NY Times also relates that Peter Zeughauser, a law firm
consultant, said that many firms were in denial about slack
demand, and Weil Gotshal's cutbacks could pressure them into
getting leaner.  "We have been telling our clients about these
economic realities for some time," Mr. Zeughauser said. "Weil is a
bellwether firm, and this will be a real wake-up call."


* Large Companies With Insolvent Balance Sheets
-----------------------------------------------

                                                Total
                                               Share-      Total
                                     Total   Holders'    Working
                                    Assets     Equity    Capital
  Company            Ticker           ($MM)      ($MM)      ($MM)
  -------            ------         ------   --------    -------
ABSOLUTE SOFTWRE     ABT CN          120.5      (14.1)     (11.1)
ADA-ES INC           ADES US          92.5      (39.8)     (11.0)
AK STEEL HLDG        AKS US        3,906.1     (109.7)     604.0
ALLIANCE HEALTHC     AIQ US          535.0     (119.7)      45.0
AMC NETWORKS-A       AMCX US       2,568.3     (825.3)     620.4
AMER AXLE & MFG      AXL US        3,029.6     (107.9)     354.0
AMER RESTAUR-LP      ICTPU US         33.5       (4.0)      (6.2)
AMERISTAR CASINO     ASCA US       2,125.6       (2.6)     (60.2)
AMR CORP             AAMRQ US     23,852.0   (8,376.0)  (2,465.0)
AMYLIN PHARMACEU     AMLN US       1,998.7      (42.4)     263.0
ANACOR PHARMACEU     ANAC US          37.4       (8.0)       9.5
ANGIE'S LIST INC     ANGI US         108.3       (0.1)       3.3
ARRAY BIOPHARMA      ARRY US         107.4      (52.4)      40.0
AUTOZONE INC         AZO US        6,783.0   (1,532.3)    (657.7)
BERRY PLASTICS G     BERY US       5,082.0     (315.0)     517.0
CABLEVISION SY-A     CVC US        7,143.2   (5,676.0)    (266.5)
CAESARS ENTERTAI     CZR US       27,475.0     (560.0)   1,227.1
CAPMARK FINANCIA     CPMK US      20,085.1     (933.1)       -
CC MEDIA-A           CCMO US      15,519.2   (8,209.7)   1,053.5
CENTENNIAL COMM      CYCL US       1,480.9     (925.9)     (52.1)
CHIMERIX INC         CMRX US          26.3       (2.1)      15.9
CHINA XUEFENG EN     CXEE US           0.0       (0.0)      (0.0)
CHOICE HOTELS        CHH US          546.0     (539.3)      56.8
CIENA CORP           CIEN US       1,693.3      (97.9)     741.2
CINCINNATI BELL      CBB US        2,151.5     (727.8)     (93.4)
DELTA AIR LI         DAL US       45,068.0   (1,943.0)  (5,427.0)
DENDREON CORP        DNDN US         639.0      (35.9)     339.3
DEX MEDIA INC        DXM US        2,658.8      (17.7)     (13.5)
DIRECTV              DTV US       20,650.0   (5,748.0)      69.0
DOMINO'S PIZZA       DPZ US          476.6   (1,323.4)      85.0
DUN & BRADSTREET     DNB US        1,902.0   (1,097.0)    (194.9)
DYAX CORP            DYAX US          47.4      (59.8)      18.9
FAIRPOINT COMMUN     FRP US        1,656.5     (360.7)       5.5
FAIRWAY GROUP HO     FWM US          338.5       (1.2)       5.8
FERRELLGAS-LP        FGP US        1,440.6      (29.0)       9.9
FIFTH & PACIFIC      FNP US          826.3     (170.2)     (17.7)
FOREST OIL CORP      FST US        1,895.0     (104.8)    (127.8)
FREESCALE SEMICO     FSL US        3,139.0   (4,540.0)   1,209.0
GENCORP INC          GY US         1,385.2     (379.1)      32.0
GIGAMON INC          GIMO US          49.5       (1.7)       0.4
GLG PARTNERS INC     GLG US          400.0     (285.6)     156.9
GLG PARTNERS-UTS     GLG/U US        400.0     (285.6)     156.9
GLOBAL BRASS & C     BRSS US         576.5      (37.0)     286.9
GOLD RESERVE INC     GRZ CN           78.3      (25.8)      56.9
GRAHAM PACKAGING     GRM US        2,947.5     (520.8)     298.5
HALOGEN SOFTWARE     HGN CN           22.8      (46.2)      (9.4)
HCA HOLDINGS INC     HCA US       27,882.0   (8,012.0)   1,796.0
HOVNANIAN ENT-A      HOV US        1,618.9     (478.5)     929.3
HUGHES TELEMATIC     HUTC US         110.2     (101.6)    (113.8)
HUGHES TELEMATIC     HUTCU US        110.2     (101.6)    (113.8)
INCYTE CORP          INCY US         330.3     (163.5)     178.7
INFOR US INC         LWSN US       5,846.1     (480.0)    (306.6)
INSYS THERAPEUTI     INSY US          22.2      (63.5)     (70.0)
INVIVO THERAPEUT     NVIV US          13.8      (14.3)     (15.3)
IPCS INC             IPCS US         559.2      (33.0)      72.1
ISTA PHARMACEUTI     ISTA US         124.7      (64.8)       2.2
JUST ENERGY GROU     JE US         1,528.9     (164.9)     (62.3)
JUST ENERGY GROU     JE CN         1,528.9     (164.9)     (62.3)
L BRANDS INC         LTD US        5,776.0     (994.0)     634.0
LIN TV CORP-CL A     TVL US        1,201.4      (86.6)    (101.7)
LORILLARD INC        LO US         3,749.0   (1,796.0)   1,158.0
MANNKIND CORP        MNKD US         215.2     (146.8)    (231.9)
MARRIOTT INTL-A      MAR US        6,523.0   (1,377.0)    (732.0)
MDC PARTNERS-A       MDZ/A CN      1,418.5      (12.4)    (165.9)
MDC PARTNERS-A       MDCA US       1,418.5      (12.4)    (165.9)
MEDIA GENERAL-A      MEG US          734.7     (191.7)      38.1
MERRIMACK PHARMA     MACK US         127.3      (32.1)      58.4
MONEYGRAM INTERN     MGI US        4,892.0     (171.7)      14.1
MORGANS HOTEL GR     MHGC US         583.6     (148.2)     104.5
MPG OFFICE TRUST     MPG US        1,450.5     (530.6)       -
NATIONAL CINEMED     NCMI US         831.0     (308.8)     122.2
NAVISTAR INTL        NAV US        8,723.0   (3,638.0)   1,562.0
NEKTAR THERAPEUT     NKTR US         447.9       (2.6)     183.8
NPS PHARM INC        NPSP US         188.5       (4.2)     133.4
NYMOX PHARMACEUT     NYMX US           1.8       (7.4)      (1.9)
ODYSSEY MARINE       OMEX US          28.0       (7.1)     (15.5)
OMTHERA PHARMACE     OMTH US          18.3       (8.5)     (12.0)
ORGANOVO HOLDING     ONVO US          16.7       (5.3)      (6.2)
PALM INC             PALM US       1,007.2       (6.2)     141.7
PDL BIOPHARMA IN     PDLI US         312.8      (93.7)     189.9
PHILIP MORRIS IN     PM US        37,418.0   (2,732.0)   2,152.0
PHILIP MRS-BDR       PHMO11B BZ   37,418.0   (2,732.0)   2,152.0
PLAYBOY ENTERP-A     PLA/A US        165.8      (54.4)     (16.9)
PLAYBOY ENTERP-B     PLA US          165.8      (54.4)     (16.9)
PLY GEM HOLDINGS     PGEM US         881.8     (314.9)     101.4
PROTECTION ONE       PONE US         562.9      (61.8)      (7.6)
QUALITY DISTRIBU     QLTY US         510.5      (11.1)      88.5
QUINTILES TRANSN     Q US          2,426.7   (1,322.3)     217.5
REGAL ENTERTAI-A     RGC US        2,451.8     (706.2)     117.1
RENAISSANCE LEA      RLRN US          57.0      (28.2)     (31.4)
RENTPATH INC         PRM US          208.0      (91.7)       3.6
REVLON INC-A         REV US        1,241.9     (655.1)     152.9
RITE AID CORP        RAD US        7,078.7   (2,459.4)   1,830.8
RURAL/METRO CORP     RURL US         303.7      (92.1)      72.4
SALLY BEAUTY HOL     SBH US        1,892.1     (280.5)     523.4
SILVER SPRING NE     SSNI US         494.3     (104.0)      60.1
SINCLAIR BROAD-A     SBGI US       2,734.5      (97.3)     (18.2)
SUPERVALU INC        SVU US       11,034.0   (1,415.0)  (1,380.0)
TAUBMAN CENTERS      TCO US        3,302.5     (184.4)       -
THRESHOLD PHARMA     THLD US         113.9      (21.8)      88.3
TOWN SPORTS INTE     CLUB US         406.2      (50.7)     (13.2)
ULTRA PETROLEUM      UPL US        2,035.4     (562.2)    (293.0)
UNISYS CORP          UIS US        2,323.2   (1,545.4)     453.1
VECTOR GROUP LTD     VGR US        1,066.8     (108.3)     422.2
VENOCO INC           VQ US           704.3     (299.9)     (40.5)
VERISIGN INC         VRSN US       2,071.1      (39.1)     (91.2)
VIRGIN MOBILE-A      VM US           307.4     (244.2)    (138.3)
VISKASE COS I        VKSC US         334.7       (3.4)     113.5
WEIGHT WATCHERS      WTW US        1,314.7   (1,620.7)    (312.5)
WEST CORP            WSTC US       3,940.9     (850.2)     297.8
WESTMORELAND COA     WLB US          943.0     (286.5)      (3.0)
XERIUM TECHNOLOG     XRM US          616.9      (26.0)     123.4
XOMA CORP            XOMA US          88.9       (0.9)      60.6
YRC WORLDWIDE IN     YRCW US       2,200.9     (642.6)     111.1



                            *********

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, 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.

This material is copyrighted and any commercial use, resale or
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re-mailing and photocopying) is strictly prohibited without prior
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The TCR subscription rate is $975 for 6 months delivered via
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are $25 each.  For subscription information, contact Peter A.
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