TCR_Public/130701.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Monday, July 1, 2013, Vol. 17, No. 180

                            Headlines

1002 GEMINI: Court Slashes Adams and Reese Interim Fees
1701 COMMERCE: Can Use Cash Collateral Through July 1
ADAMS PRODUCE: Court Won't Set Aside Plan Effective Date
AFA INVESTMENT: Gets Nod on Creditor, Worker Deal
AGY HOLDING: Moody's Appends LD Status to 'Ca-PD' PDR

AHERN RENTALS: S&P Assigns 'B' CCR After Bankruptcy Exit
ALISAL WATER: Fitch Affirms 'BB+' Rating on Secured Taxable Bonds
AMERICAN AIRLINES: Inks $2.05 Billion Credit Facilities
AMERICAN AIRLINES: Former PSAs' Claims Disallowed for Voting
AMERICAN AIRLINES: Examiner OKs $19.4MM Fees for Weil Gotshal

AMERICAN AIRLINES: Satterlee Stephens Represents IBM, et al.
AMERICAN APPAREL: Dov Charney Held 44.8% Equity Stake at June 25
ATWATER, CA: Bankruptcy Threat Recedes as City Approves Budget
AUDATEX HOLDINGS: High Leverage Cues Moody's to Lower CFR to Ba2
AVANTAIR INC: Lays Off Employees, Inks Forbearance with Midsouth

BIONEUTRAL GROUP: Incurs $665K Net Loss in 2nd Quarter
BONDS.COM GROUP: Awards 84,234 Stock Options to Directors
BREITBURN ENERGY: S&P Lowers Senior Unsecured Debt Rating to 'B-'
CAESARS ENTERTAINMENT: Bank Debt Trades at 12% Off
CARDTRONICS INC: S&P Raises Corp. Credit Rating to 'BB+'

CASCADE AG: Red to Black Approved as Chief Restructuring Officer
CASCADE AG: Seeking Approval of Bidding Procedures
CELL THERAPEUTICS: Shareholders Elect Three Directors
CELL THERAPEUTICS: Parent Had $17MM Financial Standing at May 31
CHAMPION INDUSTRIES: Unit Sells Operating Assets for $1 Million

CITIZENS DEVELOPMENT: July 10 Hearing on Adequacy of Plan Outline
CONDOR DEVELOPMENT: Marin Management Approved as Hotel Managers
COOPER-BOOTH WHOLESALE: Can Use Cash Collateral Thru July 13
DELTA AIR LINES: Fitch Affirms 'B+' Issuer Default Rating
DELTA AIR LINES: Moody's Hikes CFR to 'B1' on Good Performance

DISH NETWORK: Moody's Confirms 'Ba3' CFR; Outlook Negative
ELBIT IMAGING: Has English Versions of Motions Filed with Court
ELPIDA MEMORY: U.S. Judge Approves Micron's $2-Bil. Takeover
ELPIDA MEMORY: Bondholders Drop Appeal from Patent Deals Order
ERIN ENTERPRISES: Court Won't Dismiss Suit v. Presidential Bank

EUROFRESH INC: Wants Approval to Change Name to Zona Acquisition
EVEN STREET: Sly Stone Wants Ex-Manager's Bankruptcies Junked
FAIRPOINT COMMUNICATIONS: Bank Debt Trades at 3% Off
FERRAIOLO CONSTRUCTION: July 18 Hearing on Plan Outline
FIRST DATA CORP: Bank Debt Trades at 3% Off

FREESEAS INC: New York Court OKs Settlement with Hanover
GARY PHILLIPS: Wants to Use Cash Collateral Until Sept. 30
GERALD CHAMPION: S&P Lowers Rating on $71MM 2012A Bonds to 'B+'
GREAT PLAINS: Hearing on Plan Outline Continued Until July 11
GROWTHWORKS CANADIAN: Roseway Waives Security Agreement Default

GULF FLEET: Trust Wins Partial Summary Judgment
HAMPTON CAPITAL: Binswanger Southern Approved as Realtor
HAMPTON CAPITAL: Has Until July 8 to Propose Chapter 11 Plan
HI-WAY EQUIPMENT: Court Authorizes Sale of All Assets
HUGHES SATELLITE: Moody's Changes Outlook on B2 CFR to Negative

IGPS COMPANY: Hires Professionals, Names Shaun Martin as CRO
IGPS COMPANY: U.S. Trustee Protests Plan for Ch. 11 Sale
IMAGING3: CEO Charged with Fraud Over Medical Device
IMPERIAL PETROLEUM: Has Final Settlement with Bank for $1 Million
INEOS GROUP PLC: Bank Debt Trades at 2% Off

JACKSONVILLE BANCORP: Names Three New Board Members
JEFFERSON COUNTY: Court Rules on Payment of Professional Fees
JVMW PROPERTIES: Inks Lender Stipulation on Cash Collateral Use
KIDSPEACE CORP: Can Employ Counsel, Advisors & Claims Agent
KIT DIGITAL: Bidders Promised Access to Key Financial Details

LEHMAN BROTHERS: Creditors' Attorneys Fees Unfair, US Trustee Says
M*MODAL INC: Bank Debt Trades at 2% Off
MERISEL INC: Amends Schedule 13E-3 Transaction Statement
MF GLOBAL: Corzine Defends Bid for Insurers to Cover Fees
MF GLOBAL: Won't Challenge Firm $40MM Cap On Attys' Fees

MICRON TECHNOLOGY: S&P Revises Outlook and Affirms 'BB-' CCR
MOBIVITY HOLDINGS: Names Geri Suster Chief Operating Officer
MONEY TREE: Amended Joint Liquidation Plan Declared Effective
MOTORS LIQUIDATION: Court Orders Mediation in Nova Scotia Matter
MPG OFFICE: Now Holds 99.9% of Operating Partnership

MPG OFFICE: Brookfield Extends Tender Offer Expiration to July 17
MUNDY RANCH: Court Signs Off Stipulated Order Relating to Sale
NATIONAL HOLDINGS: Inks Compensation Plan with Co-Exec. Chairman
NAVISTAR INTERNATIONAL: Appoints Walter Borst as EVP and CFO
NEWLEAD HOLDINGS: Files Copies of Lock-Up Agreements

NEWLOOK INDUSTRIES: Trading Suspended After CSNX Policy Default
NRG ENERGY: Bank Debt Trades at 1% Off
ONCURE HOLDINGS: Hiring Approvals Sought
ORCKIT COMMUNICATIONS: Extraordinary General Meeting on July 31
PALI HOLDINGS: Co-Founder Sues for $5.5MM in Damages From Coup

PAPERWORKS INDUSTRIES: S&P Affirms 'B-' Corporate Credit Rating
PENSKE AUTOMOTIVE: S&P Revises Outlook to Pos. & Affirms 'BB-' CCR
PRM FAMILY: Has Court's Nod to Hire Mesch Clark as Attorney
PRM FAMILY: Gains Access to Cash Collateral Until July 20
PRM FAMILY: Wants to Hire HG Capital as Financial Advisor

PRO-PAC INC: Bankruptcy Court Bungled Damages Owed, 7th Circ. Says
PULTEGROUP INC: Moody's Raises CFR to Ba3; Outlook Stable
QCA HEALTH: A.M. Best Lowers Issure Credit Rating to 'bb'
RANCHO CALIFORNIA: Asks for Dismissal; UST Wants MORs and Fees
REALOGY HOLDINGS: Appoints Two New Members to Board

REEVES DEVELOPMENT: Plan Outline Hearing Continued to July 25
REVSTONE INDUSTRIES: $54MM Sale of Nondebtor Units in Limbo
SALON MEDIA: Incurs $3.9 Million Net Loss in Fiscal 2013
SAN DIEGO HOSPICE: U.S. Trustee Opposes Approval of Plan Outline
SANTEON GROUP: Stockholders Elect Three Directors

SAPPHIRE POWER: Moody's Hikes Rating on New Sr. Secured Loan to B1
SAPPHIRE POWER: S&P Affirms Prelim.'B+' Rating to $280MM Loans
SCC KYLE: Court Rejects Bid to Dismiss or Convert Case to Chap. 7
SESAC HOLDCO II: S&P Assigns 'B' Corp. Credit Rating
SNOKIST GROWERS: Disclosures Approved, Plan Hearing on Aug. 15

SOLERA HOLDINGS: S&P Lowers CCR to 'BB-'; Outlook Stable
SOUTH LAKES: Confirmation Hearing Scheduled for July 18
SPECIALTY PRODUCTS: Seeks Stay of Estimation Order Pending Appeal
STELLAR BIOTECHNOLOGIES: Board Member Quits
STREAMTRACK INC: Amends Form 10-Q; Net Loss Increased $316K

TC GLOBAL: Assets Sale Closing Expected
TEMPLE UNIVERSITY: S&P Lowers Rating on Outstanding Bonds to 'BB+'
THQ INC: Stipulation with Insolvency Services Group Filed
THQ INC: Wants $4MM Tattoo IP Claim Out of Ch. 11 Vote
TOYS 'R' US: Weak Credit Metrics Prompt Moody's to Cut CFR to B2

TRANS-LUX CORP: Warrants Exercise Period Extended to July 31
TRAVELPORT LIMITED: Amends Credit Agreements
TRENDSET INC: Inks Deal with Creditor on Cash Collateral Use
TRENDSET INC: AFS Logistics Beats Belgian Company Over Assets
TRIBUNE CO: Fights Continue as Bankruptcy Fees Exceed $340M

TXU CORP: Bank Debt Due Oct. 2017 Trades at 30% Off
TXU CORP: Bank Debt Due Oct. 2014 Trades at 29% Off
UNITED RENTALS: S&P Revises Outlook to Positive & Affirms 'B+' CCR
USEC INC: To Effect a 1-for-25 Reverse Stock Split
VAIL LAKE: Obtains Interim Order to Use Cash for Operations

VHGI HOLDINGS: Had $22.3 Million Net Loss in 2012
VIRGIN MEDIA: Bank Debt Trades at 1% Off
WALTER ENERGY: Bank Debt Trades at 2% Off
WAVE HOUSE: Plan Outline Okayed; Confirmation Hearing on Sept. 11
WILSON COUNTY: S&P Raises Rating on 2003 GO Bonds to 'B'

XZERES CORP: Core Fund Holds 13.2% Equity Stake at June 24
XZERES CORP: William Hagler Held 7.8% Equity Stake at May 10
YRC WORLDWIDE: Offers to Buy 5% Convertible Sr. Notes due 2023

* Accounting Board Seeks "Going Concern" Self-Test for U.S. Firms
* SEC Gets Set to Test Policy for Guilt Admissions
* Guidelines Could Require European Banks to Raise Capital
* Libor Scandal Tars ICAP Executive
* Biggest Banks' Wind-Down Plans Seen Failing to Cut Risks

* Fed's Fisher Urges Bank Breakup Amid Too-Big-to-Fail "Injustice"
* Freddie Mac Said to Prepare Mortgage Securities Sharing Risk
* Deadline Nears for Higher Student Loan Rates
* Texas Hedge Fund Billionaire Seeks California Pension Reform
* BofA, Citi Sued by University of California Over Libor

* Ex-AIG CEO Greenberg Must Face N.Y. Suit, Top Court Rules
* Bankrupt Real Estate Investors on Hook for $9MM Loan Default
* Fitch Says Bank Regulatory Uncertainty Rises with New Debt Rules
* U.S. MBS Volatility May Rise on REIT's Repo Funding Reliance
* Fitch: Weak Volume Trends Present Challenges For Hospitals

* Moody's Notes Falling Number of Corporates Rated B3 or Lower
* Moody's Says Tougher Derivative Rules Hikes Costs for Insurers

* DLA's Lee Smolen Accused of Faking His Expenses Over 6 Years

* BOND PRICING -- For Week From June 24 to 28, 2013

                            *********

1002 GEMINI: Court Slashes Adams and Reese Interim Fees
-------------------------------------------------------
Bankruptcy Judge Letitia Z. Paul entered judgment allowing Adams
and Reese LLP interim fees of $67,492.50, and expenses of $569.53
for the firm's work in the Chapter 11 case of 1002 Gemini
Interests LLC.

In its application, Adams and Reese sought allowance of $74,524.00
in fees, and $569.53 in expenses, for representation of the
examiner appointed in 1002 Gemini's case during the period from
May 9, 2012 through November 30, 2012.  Susan Mathews was the lead
attorney, until March 22, 2013, when she joined another firm.

The firm's tasks included monitoring the separate Chapter 11 case
of Edward I. Nwokedi, 1002 Gemini's prinicipal.  On April 11,
2012, Mr. Nwokedi filed a voluntary Chapter 11 petition, Case No.
12-32759-H1-11.

Judge Paul, however, held that the firm has not shown that the
services provided in monitoring Mr. Nwokedi's Chapter 11 case were
of any benefit to the Gemini estate or the administration of the
Gemini case.  The amount sought for services in seeking employment
of the firm is unreasonable, said Judge Paul.

A copy of the Court's June 13, 2013 Memorandum Opinion is
available at http://is.gd/2j3rYxfrom Leagle.com.

1002 Gemini Interests LLC, based in Bellaire, Texas., filed for
Chapter 11 bankruptcy (Bankr. S.D. Tex. Case No. 11-38815) on
Oct. 17, 2011.  Judge Letitia Z. Paul oversees the case.  Barbara
Mincey Rogers, Esq. -- brogers@ralaw.net -- at Rogers & Anderson,
PLLC, represents 1002 Gemini as counsel.  1002 Gemini scheduled
assets of $2,946,152 and liabilities of $3,470,825.

On Nov. 17, 2011, Unlimited Restoration Specialist, Inc., filed a
motion to appoint a trustee, asserting that the Debtor had
transferred funds to accounts in Nigeria, and to the Debtor's
principal, Edward I. Nwokedi.  On Feb. 2, 2012, the Court directed
the appointment of an examiner.


1701 COMMERCE: Can Use Cash Collateral Through July 1
-----------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
signed an eighth amended order affording 1701 Commerce, LLC,
continued access to the cash collateral of senior lender Dougherty
Funding, LLC, through July 1, 2013.

The cash collateral use is permitted in accordance with an updated
interim budget, a copy of which is available for free at:

  http://bankrupt.com/misc/1701COMMERCE_BudgetJune2013.pdf

The Debtor is not authorized, absent the senior lender's consent,
to make any payment or disbursement to any insider, affiliate or
otherwise related party of the Debtor.

Counsel for Dougherty Funding is Paul L. Ratelle, Esq., of
Fabyanske, Westra, Hart & Thomson, P.A., in Minneapolis, MN.

Counsel for 1701 Commerce is Michael D. Warner, Esq., of Cole,
Schotz, Meisel, Forman & Leonard, P.A., in Fort Worth, TX.

                        About 1701 Commerce

1701 Commerce LLC, owner and operator of a full service "Sheraton
Hotel" located at 1701 Commerce, Fort Worth, Texas, filed for
Chapter 11 protection (Bankr. N.D. Tex. Case No. 12-41748) on
March 26, 2012.  The Debtor also was the former operator of a
Shula's steakhouse at the Hotel.

1701 Commerce was previously named Presidio Ft. Worth Hotel LLC,
but changed its name to 1701 Commerce, prior to the bankruptcy
filing date to reduce and minimize any potential confusion
relating to an entity named Presidio Fort Worth Hotel LP, an
unrelated and unaffiliated partnership that was the former owner
of the hotel property owned by the Debtor.

1701 Commerce is a Nevada limited liability company whose members
are Vestin Realty Mortgage I, Inc., Vestin Mortgage Realty II,
Inc., and Vestin Fund III, LLC. 1701 Commerce LLC's operations are
managed by Richfield Hospitality Group, an independent management
company that is not affiliated with the Debtor or any of its
members.

Judge D. Michael Lynn presides over the bankruptcy case.  The
Debtor disclosed $71,842,322 in assets and $44,936,697 in
liabilities.

The Plan co-proposed by the Debtor and Vestin Realty Mortgage I,
Inc., Vestin Realty Mortgage II, Inc., and Vestin Fund III, LLC,
provides that, among other things, Convenience Class of Unsecured
Claims of $5,000 will be paid 100% in cash without interest within
30 days after Effective Date, and Unsecured Claims in Excess of
$5,000 will be paid 100% with interest at 5% through 20 quarterly
payments.


ADAMS PRODUCE: Court Won't Set Aside Plan Effective Date
--------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Alabama
overruled and denied creditor Mary Anderson's motion to alter or
amend, or for relief from the order confirming Adams Produce
Company LLC's Second Amended Joint Chapter 11 Plan of Liquidation,
and set aside notice of occurrence of Effective Date.

The Ad Hoc Committee of Non-Insider Former Employees and Thomas S.
O'Donoghue, Jr., the appointed trustee of the Adams Produce
Liquidating Trust, filed responses to Ms. Anderson's motion.

On May 6, the Debtors filed the notice of occurrence of the Plan
effective date.

According to Ms. Anderson, represented by Walter F. McArdle, Esq.,
at Spain & Gillon, LLC, in Birmingham, Alabama, the Notice
provides that it is being entered pursuant to the terms and
conditions of the Debtors' confirmed Plan.  However, the Debtors'
confirmed Plan provides that "the Effective Date is the first
business day following the date on which the Confirmation Order
becomes a final order."  The order confirming the Debtors' Plan
was entered on April 24.  Pursuant to Rule 8002(a) of the Federal
Rules of Bankruptcy Procedure, parties have 14 days after entry of
the Confirmation Order to appeal.  The deadline to appeal or file
a post-trial motion expired at 12:00 Midnight on May 8.
Mr. McArdle argues that the first business day after the order
would become a final, non-appealable order would be May 9.
Therefore, the Notice of Effective Date was filed prematurely.

Ms. Anderson filed a claim asserting $250,076 for severance
payment.  Because Section 502(b)(7) of the Bankruptcy Code caps
her claim, she amended her claim to reduce the amount to $130,076.
Ms. Anderson believes that the balance of her claim arising from
her employment with the Debtors, but excluded from her Section
502(b)(7) claim, is a claim that can only be discharged by the
Debtors.  The liability for that claim and the unpaid balance of
the Section 502(b)(7) claim continues and can be recovered from
third persons.  However, Mr. McArdle notes that it appears the
Debtors attempt to discharge the non-502(b)(7) portion of the
claim, as to third persons and also enjoin Ms. Anderson from
collecting that liability.

                      About Adams Produce

Adams Produce Company, LLC, filed a Chapter 11 petition (Bankr.
N.D. Ala. Case No. 12-02036) on April 27, 2012, in its home-town
in Birmingham, Alabama.

Privately held Adams Produce was a distributor of fresh fruits and
vegetables to restaurants, government and hospitality
establishments across the Southeastern United States.

Adams Produce disclosed $19,545,473 in assets and $41,569,039 and
liabilities as of the Chapter 11 filing.  A debtor-affiliate,
Adams Clinton Business Park, LLC, estimated up to $10 million in
assets and liabilities.  The Debtors owe PNC Bank, National
Association, $750,000 under a term loan, $1.35 million under a
real estate loan, and $3.4 million under a revolver.  The Debtors
are also indebted $2 million under promissory notes.  Adams owes
$4.4 million in accounts payable to trade and other creditors, and
$10.2 million to agricultural commodity suppliers.

The Debtors tapped Burr & Forman as attorneys; CRG Partners
Group LLC as financial advisor; and CRG's Thomas S. O'Donoghue,
Jr. as chief restructuring officer; and Donlin Recano & Company
Inc. as the claims and notice agent.  Brian R. Walding, Esq., at
Walding LLC, in Birmingham, Alabama, represents the Ad Hoc
Committee of Non-Insider Employees as counsel.

Adams Produce halted operations after filing for bankruptcy. It
sold off the perishable inventory with court approval to former
company managers for about half cost.


AFA INVESTMENT: Gets Nod on Creditor, Worker Deal
-------------------------------------------------
Matt Chiappardi of BankruptcyLaw360 reported that meat processor
AFA Foods Inc., driven into Chapter 11 protection amid controversy
over its "pink slime" meat filler, got the green light for a
settlement that resolves claims from some creditors and a class of
laid-off workers, over the objections of a supplier that said the
agreement "short-circuits" the bankruptcy process.

According to the report, U.S. Bankruptcy Judge Mary F. Walrath had
rejected an earlier version of the settlement in October, ruling
it amounted to a sub rosa Chapter 11 plan -- one that bypasses the
typical confirmation process.

                         About AFA Foods

King of Prussia, Pennsylvania-based AFA Foods Inc. was one of the
largest processors of ground beef products in the United States.
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.  Lawyers at Jones Day
and Pachulski Stang Ziehl & Jones LLP serve as the Debtors'
counsel.  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.


AGY HOLDING: Moody's Appends LD Status to 'Ca-PD' PDR
-----------------------------------------------------
Moody's Investors Service appended an /LD to AGY Holding Corp.'s
Ca-PD Probability of Default Rating. All other ratings are
unchanged by this action, and the rating outlook remains negative.

This action follows the expiration of the thirty day grace period
on the missed coupon payment on the company's 11% Second Lien
Senior Secured Notes due 2014. The "/LD" indicator signifies that
the expiration qualifies as a limited default under Moody's
definition of default, which is intended to capture events whereby
issuers fail to meet debt service obligations outlined in their
original debt agreements. The indicator will be removed in three
days.

This action does not pertain to the terms of AGY's Restructuring
and Support Agreement filed in May 15, 2013. AGY continues to work
towards satisfying the conditions of the agreement before its
expiration on July 15, 2013, and in recent weeks announced an
agreement to sell its Asian subsidiary. The sale agreement is
subject to various conditions.

Issuer: AGY Holding Corp.

  Probability of Default Rating, Affirmed Ca-PD (/LD appended)

Ratings Rationale:

The Caa2 Corporate Family Rating is constrained primarily by weak
liquidity and the impending debt restructuring transaction. The
rating also considers modest size, exposure to cyclical end
markets, and product and customer concentration. Cost reduction
activities and increased focus on higher-margin specialty products
should continue to benefit the company's operating performance.

The negative rating outlook reflects the potential for a rating
downgrade if the company is unable to complete its Restructuring
and Support Agreement. Moody's could downgrade the rating if it
becomes evident that the company will not be able to meet the
terms of the agreement such that a bankruptcy filing is more
likely. Moody's could upgrade the rating if AGY reaches
restructures its debt in a fashion that positions the company with
a more sustainable leverage position, prospects for free cash
flow, and adequate liquidity to support operations.

The principal methodology used in this rating was the Global
Chemical Industry 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.


AHERN RENTALS: S&P Assigns 'B' CCR After Bankruptcy Exit
--------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B'
corporate credit rating to Ahern Rentals Inc.  The outlook is
stable.  At the same time, S&P assigned a 'B' issue rating and a
'4' recovery rating to the company's second-lien secured debt.
The '4' recovery rating indicates S&P's expectation of average
(30%-50%) recovery in a default scenario.

The rating action followed Ahern's announcement that it emerged
from bankruptcy on June 24, 2013.  The ratings reflect S&P's
assessment of the company's "weak" business risk profile and
"highly leveraged" financial risk profile.

"The stable outlook reflects the current favorable business
conditions in the equipment rental industry," said Standard &
Poor's credit analyst Carol Hom.  "Our expectations for the rating
include FFO to total debt of about 15%-20% for the next several
quarters."

S&P could lower the rating if Ahern's operating performance falls
short of this range, and especially if it fails to generate free
cash flow.  S&P could consider raising the rating if the company
appears likely to achieve and maintain improved credit measures.
For instance, S&P could raise the rating if it believes that Ahern
will maintain FFO to debt of more than 20%.  (This target level is
higher than S&P's typical benchmarks would suggest because it
takes into account the lack of comparability of Ahern's business
to other corporates.)


ALISAL WATER: Fitch Affirms 'BB+' Rating on Secured Taxable Bonds
-----------------------------------------------------------------
Fitch Ratings affirms the following ratings for Alisal Water
Corporation (Alco):

-- $7.3 million of outstanding 2007A senior secured taxable
    bonds at 'BB+';

-- Issuer Default Rating at 'BB-'.

The Rating Outlook is Stable.

Security

The bonds are secured by a security interest in pledged
collateral, which consists of all tangible and intangible assets
owned by Alco.

Key Rating Drivers

FINANCIALS REMAIN NARROW BUT ADEQUATE: Alisal Water Corporation's
(Alco) ratings reflect the utility's adequate but relatively weak
financial metrics, including very low liquidity levels. A rate
base increase in 2011 improved Alco's financial profile from prior
levels, although margins have eroded and ongoing results are
expected to be somewhat modest.

FAVORABLE REGULATORY ENVIRONMENT: The California regulatory
environment is relatively predictable and the utility has achieved
rate relief as needed, although customer charges are high.

SMALL SERVICE AREA: The customer base is limited and includes a
narrow economic profile and very high unemployment.

CAPITAL STRUCTURE TO CONTINUE: Capital needs are manageable, which
should help to improve Alco's elevated debt to equity mix over
time.

LONG-TERM SUPPLY ADEQUACY: The utility provides an essential
service and water supplies are sufficient to meet long-term
demands.

Rating Sensitivities

ONGOING USAGE DECLINES: Continued drops in sales volume would
erode financial results in the absence of rate relief to achieve
Alco's approved return on equity (ROE). Alternatively, rate base
offsets to counter the lower sales volumes would push already high
user charges even higher.

CAPITAL STRUCTURE: Improvement in Alco's capital structure would
alleviate leverage concerns.

REGULATORY FRAMEWORK: Unfavorable changes in California's
regulatory environment that make it more difficult to achieve
sufficient rate base adjustments to preserve financial margins
would be viewed negatively.

CREDIT PROFILE

With a 3% decrease in sales and a 13% increase in operating
expenses, income statement results slipped in calendar 2012
relative to 2011 (Alco's fiscal year also ends December 31). For
2012, EBITDA covered interest by 1.7x (down from 2.5x in 2011)
while EBITDA covered total debt service by 1.6x (down from 1.7x).
Both of these results are adequate but low relative to similarly
rated utilities.

In tandem with the lower income statement results, cash flows also
weakened in 2012. Cash flows from operations fell to $1.2 million
in 2012 from $3.4 million the prior year. Consequently, free cash
flow dropped to under $300,000 for 2012 from $1.9 million the year
prior. Alco's return on equity (ROE) also fell to just 7% in 2012
from a high 27% in 2011.

Alco has prepared a forecast through 2017 which anticipates a
gradual improvement in EBITDA coverage of interest to 2.0x by 2015
assuming certain inflationary and rate base offsets in future
years, flat sales, and limited growth in operating expenses. Fitch
views the forecast as achievable, but notes some concern relating
to continued declines in water sales that have occurred since the
economic collapse nationwide. The level of sales is below that
assumed in Alco's last rate base offset approved by the California
Public Utilities Commission (CPUC) in March 2011, which could
necessitate Alco seeking additional rate relief in the future to
achieve the CPUC's approved ROE of 8.2%.

For 2012, Alco's debt relative to equity improved marginally to
75% from 77% in 2011. However, even as overall debt decreased
slightly, the erosion of net income in 2012 led to an elevation in
debt-to-EBITDA to 5.7x from 3.9x in 2011. Ongoing incremental
improvement in the system's debt profile is expected over the near
term as a result of limited planned borrowing and continued
amortization of existing obligations. Nevertheless, the system's
elevated debt profile continues to be a major credit factor.

Alco's current capital improvement program (CIP) for 2013 - 2017
totals $8.4 million. Overall, capital projects are largely
unchanged from the last couple of years. Funding for the CIP is
anticipated largely from surplus revenues (around 64%). While the
extent of equity capital funding will help to improve Alco's
capital structure to some extent, it should limit any increase in
Alco's weak liquidity position; for 2012 days equalled just 12
days. However, the completion of projects should allow Alco to
seek rate base offsets, which will enhance future annual cash
flows.

Alco is regulated by the CPUC but regulations are fairly well
defined and Alco has received timely rate relief. However, as a
result of the recent rate case, Alco's residential charges, which
were already relatively high, have risen to a very high 1.4% of
median household income based on 1,400 cubic feet per month. While
Fitch expects the CPUC will allow future adjustments to cover
necessary operating and capital expenditures and to generate a
continued ROE commensurate with other similarly-sized private
water utilities in the state (currently in the 10% range), the
system's level of charges poses some concern.

Alco is a private retail water company in Monterey County
California, serving a portion of the city of Salinas and a
population of around 29,000. Part of Alco's certificated service
area includes undeveloped land within the city's extra-territorial
jurisdiction. Water supplies are derived exclusively from
groundwater sources, which are estimated to be sufficient to meet
customer demands for the foreseeable future.


AMERICAN AIRLINES: Inks $2.05 Billion Credit Facilities
-------------------------------------------------------
American Airlines, Inc., entered into a $1.05 billion term loan
facility and a $1 billion revolving credit facility on June 27,
2013.  The Company will use the proceeds from the Credit
Facilities for general corporate purposes, including, without
limitation, the financing of aircraft-related capital
expenditures, the repayment of existing indebtedness and the
funding of exit costs related to the Chapter 11 cases and pension
catch-up payments.

On June 27, 2013, American borrowed $1.05 billion under the Term
Loan Facility.

Borrowings under the Credit Facilities bear interest at an index
rate plus an applicable index margin or, at American's option,
LIBOR (subject to a floor of 1.00 percent) plus an applicable
LIBOR margin for interest periods of one, three or six months
(or, if available to all affected Lenders, 12 months or a shorter
period).  The applicable LIBOR margins are 3.75 percent and 3.50
percent for borrowings under the Term Loan Facility and the
Revolving Facility, respectively.

In connection with the Credit Facilities, Rothschild, Inc., acted
as financial advisor to AMR, and Moelis & Company acted as
financial advisor to the Official Committee of Unsecured Creditors
in the Chapter 11 Cases.

Deutsche Bank AG New York Branch, serves as administrative agent,
collateral agent and issuing lender and Citigroup Global Markets
Inc., acts as left lead arranger for the Revolving Facility and
syndication agent.  Barclays Bank PLC, Goldman Sachs Bank USA,
J.P., Morgan Securities LLC and Morgan Stanley Senior Funding,
Inc., serve as documentation agents, Citigroup Global Markets
Inc., Deutsche Bank Securities Inc., Barclays Bank PLC, Goldman
Sachs Bank USA, J.P. Morgan Securities LLC and Morgan Stanley
Senior Funding, Inc., are acting as joint lead arrangers and joint
bookrunners.

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

                       http://is.gd/HDxLHX

                     About American Airlines

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

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

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

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

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

In April 2013, AMR filed a Chapter 11 plan of reorganization that
will carry out the merger.  By distributing stock in the merged
airlines, the plan is designed to pay all creditors in full, with
interest. The hearing before the Court to consider confirmation of
the Plan is scheduled for Aug. 15, 2013.

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


AMERICAN AIRLINES: Former PSAs' Claims Disallowed for Voting
------------------------------------------------------------
AMR Corp. signed an agreement to settle issues with a group of
claimants concerning the group's eligibility to vote on the
company's restructuring plan.

The claimants are currently or were formerly employed as
passenger service agents for AMR and its subsidiaries that filed
for Chapter 11 protection.  Kennedy Jennik & Murray PC, legal
counsel for the group, filed 980 proofs of claim for alleged
unpaid wages and benefits.

Under the deal, both sides agreed that the claims will be
temporarily disallowed for voting purposes only and not for
purposes of allowance or distribution under the plan.

The claims will be subject to resolution pursuant to the
restructuring plan, according to the agreement.  A copy of the
agreement can be accessed for free at http://is.gd/ssSIfu

Kennedy Jennik & Murray PC can reached at:

     Susan Jennik, Esq.
     KENNEDY, JENNIK & MURRAY, PC
     113 University Place, 7th Floor
     New York, NY 10003
     Tel: (212) 358-1500
     Fax: (212) 358-0207

                      About American Airlines

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

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

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

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

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

In April 2013, AMR filed a Chapter 11 plan of reorganization that
will carry out the merger.  By distributing stock in the merged
airlines, the plan is designed to pay all creditors in full, with
interest. The hearing before the Court to consider confirmation of
the Plan is scheduled for Aug. 15, 2013.

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


AMERICAN AIRLINES: Examiner OKs $19.4MM Fees for Weil Gotshal
-------------------------------------------------------------
Robert Keach, the fee examiner appointed in AMR Corp.'s cases,
filed a consolidated final report, which covers the interim fee
applications of Weil, Gotshal & Manges LLP and Debevoise &
Plimpton LLP.

In his report, Mr. Keach supported the request of Weil Gotshal
for allowance of $19,441,389 in fees and $891,176 in expenses for
services provided during the period August 1 to November 30,
2012.

The fee examiner also recommended the allowance of fees and
reimbursement of work-related expenses requested by Debevoise in
two separate applications filed by the firm, which cover the
period April 1 to November 30, 2012.

Mr. Keach recommended the allowance of $8,173,829 in fees, and
reimbursement of $19,851 in expenses incurred by Debevoise during
the period April 1 to July 31, 2012.

The fee examiner also recommended that the court allow fees in
the amount of $10,240,085, and reimbursement of $24,537 for work-
related expenses incurred by the firm during the period August 1,
2012 Through November 30, 2012.  The final report can be accessed
for free at http://is.gd/RKQhLL

                      About American Airlines

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

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

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

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

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

In April 2013, AMR filed a Chapter 11 plan of reorganization that
will carry out the merger.  By distributing stock in the merged
airlines, the plan is designed to pay all creditors in full, with
interest. The hearing before the Court to consider confirmation of
the Plan is scheduled for Aug. 15, 2013.

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


AMERICAN AIRLINES: Satterlee Stephens Represents IBM, et al.
------------------------------------------------------------
Christopher Belmonte, Esq., at Satterlee Stephens Burke &
Burke LLP, in New York, disclosed in court filings that his firm
provides legal services to IBM Corp., the Los Angeles County
Treasurer and Tax Collector, and Moody's Investors Service Inc.,
in connection with AMR Corp.'s bankruptcy case.

Satterlee does not own any claim against or equity securities of
AMR and its affiliated debtors, according to Mr. Belmonte, who
made the disclosures in accordance with Rule 2019 of the Federal
Rules of Bankruptcy Procedure.

Mr. Belmonte can be reached at:

     Christopher Belmonte, Esq.
     SATTERLEE STEPHENS BURKE & BURKE LLP
     230 Park Avenue, Suite 1130
     New York, NY 10169
     Tel: (212) 818-9200
     Email: cbelmonte@ssbb.com

                      About American Airlines

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

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

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

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

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

In April 2013, AMR filed a Chapter 11 plan of reorganization that
will carry out the merger.  By distributing stock in the merged
airlines, the plan is designed to pay all creditors in full, with
interest. The hearing before the Court to consider confirmation of
the Plan is scheduled for Aug. 15, 2013.

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


AMERICAN APPAREL: Dov Charney Held 44.8% Equity Stake at June 25
----------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Dov Charney disclosed that, as of June 25,
2013, he beneficially owned 48,305,866 shares of common stock of
American Apparel, Inc., representing 44.8 percent of the shares
outstanding.  Mr. Charney previously reported beneficial ownership
of 45,805,866 common shares or 42.6 percent equity stake as of
Oct. 16, 2012.  On June 25, 2013, Mr. Charney was awarded
2,500,000 shares of common stock in connection with the
achievement of certain performance goals in accordance with the
terms his employment agreement dated March 22, 2012, with the
Company.  A copy of the regulatory filing is available at:

                       http://is.gd/radtTi

                      About American Apparel

Los Angeles, Calif.-based American Apparel, Inc. (NYSE Amex: APP)
-- http://www.americanapparel.com/-- is a vertically integrated
manufacturer, distributor, and retailer of branded fashion basic
apparel.  As of September 2010, American Apparel employed over
10,000 people and operated 278 retail stores in 20 countries,
including the United States, Canada, Mexico, Brazil, United
Kingdom, Ireland, Austria, Belgium, France, Germany, Italy, the
Netherlands, Spain, Sweden, Switzerland, Israel, Australia, Japan,
South Korea and China.

Amid liquidity problems and declining sales, American Apparel in
early 2011 reportedly tapped law firm Skadden, Arps, Slate,
Meagher & Flom and investment bank Rothschild Inc. for advice on a
restructuring.

In April 2011, American Apparel said it raised $14.9 million in
rescue financing from a group of investors led by Canadian
financier Michael Serruya and private equity firm Delavaco Capital
Corp., allowing the casual clothing retailer to meet obligations
to its lenders for the time being.  Under the deal, the investors
were buying 15.8 million shares of common stock at 90 cents
apiece.  The deal allows the investors to purchase additional
27.4 million shares at the same price.

The Company incurred a net loss of $37.27 million in 2012, as
compared with a net loss of $39.31 million in 2011.  The Company's
balance sheet at March 31, 2013, showed $326.95 million in total
assets, $349.33 million in total liabilities, and a $22.38 million
total stockholders' deficit.

                            *     *     *

American Apparel, Inc., carries a Caa1 Corporate Family Rating
from Moody's Investors Service and a 'B-' corporate credit rating
from Standard & Poor's Ratings Services.


ATWATER, CA: Bankruptcy Threat Recedes as City Approves Budget
--------------------------------------------------------------
Jim Christie, writing for Reuters, reported that the small
California city of Atwater has stepped away from the brink of
bankruptcy with the approval of a budget that benefits from new
revenue and does not rely on layoffs for the first time in five
years.

According to the report, since it declared a fiscal emergency last
October, the city of 28,000 was seen at risk of following
Stockton, another city in California's Central Valley, into
bankruptcy court. To keep its budget balanced, Atwater had cut 40
percent of its workforce over the past five years.

Atwater's new $12 million general fund budget approved late on
Monday relies on revenue from a sales-tax hike and increased
water, waste and garbage service rates, and will fund about 80
positions, the report said.

Revenue is expected to remain tight, the report noted. The Central
Valley was hit particularly hard by California's housing market
crash and is lagging the state's coastal regions in job growth.

"We'll have to monitor the budget very, very closely, but we feel
we can do it," Mayor Joan Faul told Reuters by telephone on
Tuesday.

Atwater is a California agricultural community of 28,000 located
100 miles (160 kilometers) southeast of San Francisco.


AUDATEX HOLDINGS: High Leverage Cues Moody's to Lower CFR to Ba2
----------------------------------------------------------------
Moody's Investors Service lowered the Corporate Family Rating of
Audatex Holdings, LLC to Ba2 from Ba1, assigned a Ba2 rating to
the proposed senior unsecured notes to be issued by Audatex North
America, Inc. and affirmed the Speculative Grade Liquidity
Assessment at SGL-1 and senior unsecured notes at Ba2. All other
ratings are unchanged. The ratings outlook is stable.

Proceeds of the new Notes due 2021 are expected to be used to
repay approximately $287 million of existing term loans (whose
ratings would be withdrawn upon repayment), with the remaining
proceeds (about $400 million) likely to be used for one or more
strategic acquisitions or general corporate purposes.

Ratings Rationale:

The downgrade to a corporate family rating of Ba2 reflects Moody's
expectation of higher financial leverage going forward as Audatex
steps up its acquisitions to pursue diversification and greater
scale, rather than the deleveraging previously anticipated.
Specific targets have yet to be identified. However, if Audatex
completes acquisitions at typical industry multiples, pro-forma
debt-to-EBITDA is likely to remain above the last twelve months'
3.9x level (after Moody's standard adjustments for debt). Audatex
has established a solid track record of revenue and earnings
growth, both organically and through acquisitions. However,
acquisition targets in its core markets may not carry (or be
integrated to realize) the high, 40+% EBITDA margins that Audatex
currently enjoys. Expansion outside the core vehicle-claims-
processing end market (such as property-claims databases) exposes
Audatex not only to integration risk, but also to heightened
competition with other providers which could lead to lower
margins. As well, the stated Mission 2020 goal of $2 billion in
revenue and $800 million in EBITDA by the year 2020 could result
in some expensive acquisitions and for Audatex to maintain higher
than historic financial leverage to do so. Moody's previously
noted that debt-financed acquisitions or more aggressive financial
policies could lead to a ratings downgrade, particularly if debt-
to-EBITDA is sustained at more than 3.5x, and the new, incremental
debt issuance indicates Audatex does not intend to delever in the
near term.

The stable outlook anticipates steady organic revenue growth at
the low-single-digit level with roll-out of added services to
existing customers and growing claims volumes in developing
markets, stable profit margins, as well as some increased revenue
and profits from acquisitions. The ratings could be upgraded if
Audatex is able to continue to grow in line with its long-term
plan while maintaining the consistent 40%+ EBITDA margins, sustain
debt to EBITDA in the 3.0x range, and maintain strong liquidity.
Ratings could be downgraded if the company undertakes acquisitions
that, after integration, fall well short of realizing the target
margins, if Moody's expects debt-to-EBITDA to approach the high
4.0x level, or if Moody's expects free cash flow to fall below
approximately $100 million.

Downgrades:

Issuer: Audatex Holdings, LLC

  Probability of Default Rating, Downgraded to Ba2-PD from Ba1-PD

  Corporate Family Rating, Downgraded to Ba2 from Ba1

  Assignments and Loss Given Default Assessment

Issuer: Audatex North America, Inc.

  Senior Unsecured Regular Bond/Debenture, Assigned Ba2 (LGD4,51%)

Affirmations:

Issuer: Audatex Holdings, LLC

  Speculative Grade Liquidity Rating, Affirmed SGL-1

Issuer: Audatex North America, Inc.

  Senior Unsecured Regular Bond/Debenture June 15, 2018, Affirmed
  Ba2

The principal methodology used in this rating was Global Business
& Consumer Service Industry 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.

Audatex, a wholly-owned subsidiary of Solera Holdings, Inc.
(ticker: SLH), is a leading global provider of software and
services to the automobile insurance claims processing industry.


AVANTAIR INC: Lays Off Employees, Inks Forbearance with Midsouth
----------------------------------------------------------------
Avantair, Inc., commenced employee furloughs as the Company
addresses liquidity issues and seeks alternative financing
arrangements that it hopes will enable it to resume operations as
quickly and efficiently as possible.  In addition, on June 24,
2013, the Company received notice of service of a class action
lawsuit filed by Heisman Square, L.L.C., in Oklahoma County
District Court, Oklahoma.

The Company, on June 13, 2013, entered into a Forbearance
Agreement with Midsouth Services, Inc., and Clear Aircraft, Inc.,
related to past due lease payments for certain core fleet aircraft
leased to the Company by the Lessor.  On June 18, 2013, and
June 25, 2013, the Company was notified by the Lessor that it was
in breach of the terms of the Forbearance Agreement and the Lessor
has been exercising and will continue to exercise all rights and
remedies available under the Forbearance Agreement and applicable
law, including taking possession of its leased aircraft and
aircraft engines.

                        About Avantair Inc.

Headquartered in Clearwater, Fla., Avantair, Inc. (OTC BB: AAIR)
-- http://www.avantair.com/-- sells fractional ownership
interests in, and flight hour card usage of, professionally
piloted aircraft for personal and business use, and the management
of its aircraft fleet.  According to AvData, Avantair is the fifth
largest company in the North American fractional aircraft
industry.

Avantair also operates fixed flight based operations (FBO) in
Camarillo, California and in Caldwell, New Jersey.  Through these
FBOs and its headquarters in Clearwater, Florida, Avantair
provides aircraft maintenance, concierge and other services to its
customers as well as to the Avantair fleet.

As of March 31, 2013, the Company had $78.25 million in total
assets, $125.11 million in total liabilities, $14.86 million in
series A convertible preferred stock, and a $61.72 million total
stockholders' deficit.

"If we cannot generate the required revenues and gross margin to
achieve profitability or obtain additional capital on acceptable
terms, we will need to substantially revise our business plan in
order to continue operations and an investor could suffer the loss
of a significant portion or all of his investment in our Company.
The factors described herein raise substantial doubt about our
ability to continue as a going concern," according to the
Company's quarterly report for the period ended March 31, 2013.


BIONEUTRAL GROUP: Incurs $665K Net Loss in 2nd Quarter
------------------------------------------------------
BioNeutral Group, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $664,554 on $1,085 of revenue for the
three months ended April 30, 2013, compared with a net loss of
$520,954 on $338 of revenues for the three months ended April 30,
2012.

The Company reported a net loss of $1.43 million on $1,640 of
revenues for the six months ended April 30, 2013, compared with a
net loss of $1.40 million on $1,502 of revenues for the six months
ended April 30, 2012.

Operating expenses were $830,646 for the three months ended
April 30, 2013, and $539,815 for the three months ended April 30,
2012 a 54% increase of $290,831.

Other income (expense) for the three months ended April 30, 2013,
were $(165,363), a 790% decrease of $146,781 over amounts for
three months ended April 30, 2012, which were $(18,582).  The
decrease primarily reflects a reduction of costs incurred during
for 2013 relating to a credit to consulting expense of $238,750
received pursuant to the settlement with Vinfluence.  The credit
provided was a reimbursement of bonus compensation paid to Dr.
Andy Kielbania for the year ended October 2011.  For 2013, the
Company recorded non-cash amortization of debt discount of
$(102,719) and non-cash charge for change in Fair Value of
Derivative Liability of $62,731.  For 2012 certain promissory
notes were settled by Vinfluence carried interest expense
reductions which in turn led to reversals of previously recorded
interest expense.

The Company's balance sheet at April 30, 2013, showed
$9.66 million in total assets, $2.99 million in total liabilities,
and stockholders' equity of $6.67 million.

"The Company has had no significant revenues and has generated
losses from operations.  In order to continue as a going concern
and achieve a profitable level of operations, the Company will
need, among other things, additional capital resources and to
develop a consistent source of revenues.

"At April 30, 2013, the Company had negative working capital of
$1,666,001.  For the six months ended April 30, 2013, the Company
incurred an net loss of $1,425,933 and since inception has an
accumulated deficit of $56,273,172.  For the same period in 2012,
the Company's net loss was $1,398,476.  The Company anticipates it
will experience a net loss in fiscal 2013 as it continues to
pursue markets for the sale and distribution of its products and
development of access to global markets.

"While the Company has been able to use proceeds from the issuance
of convertible promissory notes to fund a substantial balance of
its operating costs, it does not expect that its funds will be
sufficient to meet its anticipated needs through May 1, 2014, and
it will need to raise additional capital during fiscal 2013 to
fund the full costs associated with its growth and development.

"If the Company is unable to secure additional capital, it may be
required to curtail its business development initiatives, impair
its intellectual property and take additional measures to reduce
cost in order to conserve cash."

According to the Company, the foregoing conditions, among others,
raise substantial doubt about the Company's ability to continue as
a going concern.

A copy of the Form 10-Q is available at http://is.gd/Xl8utl

BioNeutral Group, Inc., headquartered in Newark, N.J., is a life
science specialty technology corporation that has developed  a
novel combinational chemistry-based technology which the
corporation believes can, in certain circumstances, neutralize
harmful environmental contaminants, toxins and dangerous micro-
organisms including bacteria, viruses and spores.  The corporation
has not marketed any of its products and has not generated any
meaningful product revenue to date.


BONDS.COM GROUP: Awards 84,234 Stock Options to Directors
---------------------------------------------------------
Bonds.com Group, Inc., granted certain of its non-employee
directors non-qualified stock options to purchase shares of the
Company's common stock, par value $0.0001 per share, pursuant to
the Company's 2011 Equity Plan.  The non-qualified stock options
are exercisable for an aggregate of 84,234 shares of Common Stock
and were granted to each of these non-employee directors:

               Edwin Knetzger     16,071
               Eugene Lockhart    11,176
               Michel Daher       11,176
               Patricia Kemp      15,794
               Michael Gooch      10,806
               Henri Chaoul       16,625
               Marc Daher          2,586

At the request of Mr. Gooch, the Company issued his non-qualified
stock options to his affiliate, GFI Net Inc.  The options were
issued to the non-employee directors in lieu of cash compensation
otherwise required to be paid to them for their services on the
Company's Board of Directors and its committees in 2012 under the
Company's previously adopted non-employee director compensation
plan.  The non-qualified stock options granted to those non-
employee directors have an exercise price of $8.35 per share,
which is the most recent closing price as of the date of the grant
as reported on the OTCQB Marketplace.  Additionally, the non-
qualified stock options were fully vested on the date of grant and
expire on the seventh anniversary of the date of grant.

                     Outstanding Option Awards

On June 20, 2013, the Company's Board of Directors determined that
the previously issued employee stock options no longer served
their original purpose of providing incentives to employees
because the exercise prices for those options were well in excess
of the current fair market value of the Common Stock.  To address
this concern, the Company adopted an omnibus amendment on June 20,
2013, to amend the terms of all outstanding non-qualified employee
stock options issued to existing employees under the Company's
2011 Equity Plan, including non-qualified stock options issued to
Thomas Thees (the Company's Chief Executive Officer), George
O'Krepkie (the Company's President), and John Ryan (the Company's
Chief Financial Officer and Chief Administrative Officer).
Additionally, the Company and Mr. O'Krepkie entered into the
Amendment No.1 to Non-Qualified Stock Option Agreements, dated as
of June 20, 2013, pursuant to which the parties amended the terms
of the non-qualified stock options issued to Mr. O'Krepkie on
Feb. 2, 2011.

Under the Omnibus Amendment and the O'Krepkie Amendment, the
exercise price of the options subject to those amendments has been
reduced to $8.35 per share, which is the most recent closing price
as of the date of grant as reported on the OTCQB Marketplace.  The
number of shares, the terms of vesting, and the expiration date
for each of the non-qualified stock options remain unchanged by
those amendments.

                      About Bonds.com Group

Based in Boca Raton, Florida, Bonds.com Group, Inc. (OTC BB: BDCG)
-- http://www.bonds.com/-- through its subsidiary Bonds.com,
Inc., serves institutional fixed income investors by providing a
comprehensive zero subscription fee online trading platform.  The
Company designed the BondStation and BondStationPro platforms to
provide liquidity and competitive pricing to the fragmented Over-
The-Counter Fixed Income marketplace.

The Company differentiates itself by offering through Bonds.com,
Inc., an inventory of more than 35,000 fixed income securities
from more than 175 competing sources.  Asset classes currently
offered on BondStation and BondStationPro, the Company's fixed
income trading platforms, include municipal bonds, corporate
bonds, agency bonds, certificates of deposit, emerging market
debt, structured products and U.S. Treasuries.

Bonds.com Group disclosed a net loss of $6.98 million in 2012, as
compared with a net loss of $14.45 million in 2011.  The Company's
balance sheet at March 31, 2013, showed $8.36 million in total
assets, $5.75 million in total liabilities and $2.60 million in
total stockholders' equity.

EisnerAmper LLP, in New york, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012, citing recurring losses and negative
cash flows from operations, and a working capital deficiency and a
stockholders' deficiency that raise substantial doubt about its
ability to continue as a going concern.


BREITBURN ENERGY: S&P Lowers Senior Unsecured Debt Rating to 'B-'
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its senior
unsecured debt rating on BreitBurn Energy Partners L.P. to 'B-'
(two notches below the corporate credit rating) from 'B'.  S&P
revised its recovery rating on this debt to '6', indicating its
expectation for negligible (0 % to 10%) recovery in the event of a
payment default, from '5'.

"The revised recovery rating reflects our assessment that
BreitBurn's increased borrowing base on its bank credit facility
results in lower recovery expectations for the company's unsecured
debt in a default scenario," said Standard & Poor's credit analyst
Ben Tsocanos.

Standard & Poor's assessment also incorporates the expected
acquisition of properties from Whiting Petroleum.  The lower
senior unsecured debt rating reflects the revised recovery rating.

"We based our valuation of reserves on a company-provided PV-10
report using year-end 2012 reserves pro forma for the Whiting
acquisition at our stressed price assumptions of $50 per barrel of
West Texas Intermediate (WTI) crude oil and $3.50 per million
British Thermal Units (Btu) of Henry Hub natural gas.  For the
complete recovery analysis, see our recovery report on BreitBurn
to be published on RatingsDirect following the release of this
report," S&P said.

"The corporate credit rating on BreitBurn reflects our assessment
of the company's business risk profile as "weak", financial risk
profile as "aggressive", and liquidity position as "adequate".
The ratings incorporate our view of the company's relatively small
asset base and production levels, high operating costs, and modest
organic growth prospects from its mature asset base.  Our rating
analysis also takes into account BreitBurn's master limited
partnership (MLP) structure, which emphasizes maintenance and
growth of unitholder distributions," S&P added.

"These risks are mitigated somewhat by a significant hedge book
over the next few years that should help offset natural gas and
oil price volatility, a large concentration of proved developed
reserves in its asset base, long-lived reserves, and some
diversity between oil and gas.  The company's policy of funding
acquisitions with a significant equity component, including almost
$300 million issued to date in 2013, is key to our expectation
that BreitBurn will maintain leverage of less than 4x debt to
EBITDA," S&P said.

RATING LIST

BreitBurn Energy Partners L.P.
Corporate Credit Rating              B+/Stable

BreitBurn Energy Partners L.P.
BreitBurn Finance Corp.
Ratings Revised
                                      To             From
  Senior Unsecd                       B-             B
   Recovery Rating                    6              5


CAESARS ENTERTAINMENT: Bank Debt Trades at 12% Off
--------------------------------------------------
Participations in a syndicated loan under which Caesars
Entertainment Inc. is a borrower traded in the secondary market at
87.94 cents-on-the-dollar during the week ended Friday, June 28,
2013 according to data compiled by LSTA/Thomson Reuters MTM
Pricing and reported in The Wall Street Journal.  This represents
a drop of 1.32 percentage points from the previous week, The
Journal relates.  Caesars Entertainment Inc pays 525 basis points
above LIBOR to borrow under the facility.  The bank loan matures
on Jan. 1, 2018.  The bank debt carries Moody's B3 rating and
Standard & Poor's B- rating.  The loan is one of the biggest
gainers and losers among 230 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday.

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

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

The Company incurred a net loss of $1.49 billion on $8.58 billion
of net revenues for the year ended Dec. 31, 2012, as compared with
a net loss of $666.70 million on $8.57 billion of net revenues
during the prior year.  The Company incurred a $823.30 million net
loss in 2010.  The Company's balance sheet at March 31, 2013,
showed $27.47 billion in total assets, $28.03 billion in total
liabilities, and a $560 million total deficit.

                           *     *     *

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

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

In the May 7, 2013, edition of the TCR, Standard & Poor's Ratings
Services said that it lowered its corporate credit ratings on Las
Vegas-based Caesars Entertainment Corp. (CEC) and wholly owned
subsidiary Caesars Entertainment Operating Co. (CEOC) to 'CCC+'
from 'B-'.  "The downgrade reflects weaker-than-expected operating
performance in the first quarter, and our view that Caesars'
capital structure may be unsustainable over the next two years
based on our EBITDA forecast for the company," said S&P credit
analyst Melissa Long.


CARDTRONICS INC: S&P Raises Corp. Credit Rating to 'BB+'
--------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Houston-based Cardtronics Inc. to 'BB+' from 'BB'.  The
rating outlook is stable.

At the same time, S&P raised the issue-level rating on the
company's $200 million senior subordinated notes to 'BB+' (the
same as the corporate credit rating) from 'BB', based solely on
the higher corporate credit rating.  The recovery rating remains
at '3', indicating S&P's expectation for meaningful (50% to 70%)
recovery for lenders in the event of a payment default.

"The upgrade is based on the company's strong historical and
projected organic growth trends, increased scale, sustainment of
improved EBITDA margins, and maintenance of leverage in the low-
to-mid 2x area for over three years, while it has simultaneously
executed on an acquisitive growth strategy," said Standard &
Poor's credit analyst Alfred Bonfantini.

The ratings on Cardtronics reflect its "fair" business risk and
"intermediate" financial risk profiles.  The business risk
acknowledges the company's leadership position in its niche
product market and sustained improvement in EBITDA margins and
return on capital over the past three years, but also its limited
product and geographic diversity, material customer concentration
(7-Eleven), and strong competition from financial institutions and
alternative electronic payment technologies.  S&P revised its
assessment of its financial risk profile to "intermediate" from
"significant" based on its moderate leverage and strong funds from
operations (FFO) to debt ratios, but also because of its
relatively modest absolute free operating cash flow (FOCF).

The stable outlook reflects S&P's expectation that the company
will continue to post solid organic revenue growth, maintain
EBITDA margins at current levels, and sustain leverage in the low
2x area while allowing temporary period spikes to over 2.5x.

An upgrade is unlikely over the near term given S&P's current
business risk assessment, which incorporates the company's narrow
product focus and moderate customer and geographic diversity, as
well as the company's acquisitive growth strategy and relatively
small FOCF generation.

A downgrade could result from acquisitions or a deterioration in
EBITDA margins due to increased competition from banks, lower
interchange and higher fees from payment networks, or a change in
the regulatory environment that caused leverage to be sustained
near 3x.


CASCADE AG: Red to Black Approved as Chief Restructuring Officer
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Washington
authorized Cascade AG Services to employ Red to Black Advisors LLC
as its chief restructuring officer.

Leo Rosenberger of RBA will oversee the process of selling the
Debtor's assets necessary to facilitate a successful sale of the
Debtor's assets within the timeline set by the Court.

The Debtor has proposed that RBA be compensated for its services
at Mr. Rosenberger's standard hourly rate of $225 per hour.

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

                         About Cascade AG

Cascade AG Services, Inc., dba Pleasant Valley Farms, fdba
Mountain View Produce, Inc., fdba Staffanson Harvesting LLC, fdba
Sterling Investment Group, L.L.C., is a vegetable processing
company that processes Washington-grown cucumbers and cabbage into
pickles and sauerkraut.

Cascade AG filed for Chapter 11 bankruptcy (Bankr. W.D. Wash. Case
No. 12-18366) on Aug. 13, 2012.  In amended schedules, the Debtor
disclosed $25,522,648 in assets and $21,354,742 in liabilities as
of the Chapter 11 filing.

Lawyers at Cairncross & Hempelmann PS, in Seattle, serve as the
Debtor's counsel.  Clyde A. Hamstreet & Associates, LLC, is the
Debtor's chief restructuring officer and financial advisor.  The
petition was signed by Craig Staffanson, president.

The U.S. Trustee appointed seven creditors to the Official
Unsecured Creditors' Committee.  Lawrence R. Ream, Esq., at
Schwabe, Williamson & Wyatt PC, Seattle, represents the Committee
as counsel.

DIP lender One PacificCoast Bank, FSB, is represented by Brad T.
Summers, Esq., and David W. Criswell, Esq.

The Plan filed in the Debtor's case contemplates a $3.0 million
capital infusion.  Money contributed to fund the Plan will be used
to satisfy Administrative Expense Claims to the extent that those
Claims must be satisfied for Confirmation, unless there is
agreement with Holders of Administrative Expense Claims to defer
payment.


CASCADE AG: Seeking Approval of Bidding Procedures
--------------------------------------------------
Cascade Ag Services, Inc., asks the U.S. Bankruptcy Court for the
Western District of Washington to approve proposed procedures to
govern the sale of all or only a portion of the Debtor's assets.

On May 30, 2013, the Court approved the appointment of a sales
agent to oversee the sale.

The proposed procedures include:

   1. Only those persons or entities who are determined in the
sales agent's sole judgment to be capable of consummating the sale
and who, no later than July 3, 2013: (a) enter into a
confidentiality agreement with the Debtor, and (b) deliver to the
sales agent any documentation reasonably requested by the Sales
Agent to demonstrate the ability to fund a successful bid will be
entitled to participate in the auction of the Debtor's assets.

   2. Only qualified bidders may conduct due diligence, and all
due diligence must be completed by 5 p.m. on July 12.  At the
sales agent's discretion, due diligence access may include
management presentations, access to physical and online data
rooms, and on-site inspections.

   3. Bid deadline is set for 5 p.m. on July 19.

   4. Auction is set for 9 a.m. on July 30, if the sales agent
determines that there is more than one qualified bid, the sales
agent will conduct the auction at the offices of Debtor's counsel.

   5. Any creditor (including, without limitation, One
PacificCoast Bank, Washington Federal, Columbia Bank, Skagit
Farmers and RSF Mezzanine Fund) holding an allowed claim secured
by all or any portion of the Debtor's assets will be entitled to
credit bid to the extent of such creditor's security interest.

   6. Sale hearing will be held at 9:30 a.m. on Aug. 9, 2013.  The
sales agent, on behalf of the Debtor, will, by Aug. 2, file a
report.

The Sales Agent has not identified a stalking horse bidder,
however, the sales agent intends to continue its efforts to secure
a stalking horse.

                         About Cascade AG

Cascade AG Services, Inc., dba Pleasant Valley Farms, fdba
Mountain View Produce, Inc., fdba Staffanson Harvesting LLC, fdba
Sterling Investment Group, L.L.C., is a vegetable processing
company that processes Washington-grown cucumbers and cabbage into
pickles and sauerkraut.

Cascade AG filed for Chapter 11 bankruptcy (Bankr. W.D. Wash. Case
No. 12-18366) on Aug. 13, 2012.  In amended schedules, the Debtor
disclosed $25,522,648 in assets and $21,354,742 in liabilities as
of the Chapter 11 filing.

Lawyers at Cairncross & Hempelmann PS, in Seattle, serve as the
Debtor's counsel.  Clyde A. Hamstreet & Associates, LLC, is the
Debtor's chief restructuring officer and financial advisor.  The
petition was signed by Craig Staffanson, president.

The U.S. Trustee appointed seven creditors to the Official
Unsecured Creditors' Committee.  Lawrence R. Ream, Esq., at
Schwabe, Williamson & Wyatt PC, Seattle, represents the Committee
as counsel.

DIP lender One PacificCoast Bank, FSB, is represented by Brad T.
Summers, Esq., and David W. Criswell, Esq.

The Plan filed in the Debtor's case contemplates a $3.0 million
capital infusion.  Money contributed to fund the Plan will be used
to satisfy Administrative Expense Claims to the extent that those
Claims must be satisfied for Confirmation, unless there is
agreement with Holders of Administrative Expense Claims to defer
payment.


CELL THERAPEUTICS: Shareholders Elect Three Directors
-----------------------------------------------------
Cell Therapeutics, Inc., held its annual meeting of shareholders
on June 26, 2013, at which the shareholders elected John H. Bauer,
Phillip M. Nudelman, Ph.D., and Reed V. Tuckson, M.D., to serve on
the Company's Board of Directors until the Company's 2016 Annual
Meeting.  The shareholders approved an amendment to the Company's
amended and restated articles of incorporation to increase the
total number of authorized shares and authorized shares of common
stock and approved an amendment to the Company's 2007 Equity
Incentive Plan, as amended and restated, to increase the number of
shares available for issuance under the Plan.  The shareholders
ratified the selection of Marcum LLP as the Company's independent
auditors for the year ending Dec. 31, 2013.

Cell Therapeutics on June 27, 2013, filed with the Secretary of
State of the State of Washington an amendment to CTI's Amended and
Restated Articles of Incorporation reflecting an increase in CTI's
total number of authorized shares from 150,333,333 to 215,333,333
and an increase in CTI's total number of authorized shares of
common stock from 150,000,000 to 215,000,000.  Additional
information is available for free at http://is.gd/yClCb0

The Company, on June 26, 2013, registered with the U.S. Securities
and Exchange Commission 12 million shares of common stock issuable
under the Company's 2007 Equity Incentive Plan.  The proposed
maximum aggregate offering price is $12.72 million.  A copy of the
Form S-8 is available for free at http://is.gd/3VW9nX

                      About Cell Therapeutics

Headquartered in Seattle, Washington, Cell Therapeutics, Inc.
(NASDAQ and MTA: CTIC) -- http://www.CellTherapeutics.com/-- is
a biopharmaceutical company committed to developing an integrated
portfolio of oncology products aimed at making cancer more
treatable.

Cell Therapeutics reported a net loss attributable to CTI of
US$62.36 million in 2011, compared with a net loss attributable
to CTI of US$82.64 million in 2010.  The Company's balance sheet
at March 31, 2013, showed $65.26 million in total assets, $35.70
million in total liabilities, $13.46 million in common stock
purchase warrants, and $16.10 million in total shareholders'
equity.

                    Going Concern Doubt Raised

The report of Marcum LLP, in San Francisco, Calif., dated
March 8, 2012, expressed an unqualified opinion, with an
explanatory paragraph as to the uncertainty regarding the
Company's ability to continue as a going concern.

The Company's available cash and cash equivalents are US$47.1
million as of Dec. 31, 2011.  The Company's total current
liabilities were US$17.8 million as of Dec. 31, 2011.  The
Company does not expect that it will have sufficient cash to fund
its planned operations beyond the second quarter of 2012, which
raises substantial doubt about the Company's ability to continue
as a going concern.

                        Bankruptcy Warning

The Form 10-K for the year ended Dec. 31, 2011, noted that if the
Company receives approval of Pixuvri by the EMA or the FDA, it
would anticipate significant additional commercial expenses
associated with Pixuvri operations.  Accordingly, the Company
will need to raise additional funds and are currently exploring
alternative sources of equity or debt financing.  The Company may
seek to raise that capital through public or private equity
financings, partnerships, joint ventures, disposition of assets,
debt financings or restructurings, bank borrowings or other
sources of financing.  However, the Company has a limited number
of authorized shares of common stock available for issuance and
additional funding may not be available on favorable terms or at
all.  If additional funds are raised by issuing equity
securities, substantial dilution to existing shareholders may
result.  If the Company fails to obtain additional capital when
needed, it may be required to delay, scale back, or eliminate
some or all of its research and development programs and may be
forced to cease operations, liquidate its assets and possibly
seek bankruptcy protection.


CELL THERAPEUTICS: Parent Had $17MM Financial Standing at May 31
----------------------------------------------------------------
Cell Therapeutics, Inc., provided information pursuant to a
request from the Italian securities regulatory authority, CONSOB,
pursuant to Article 114, Section 5 of the Unified Financial Act,
that the Company issue at the end of each month a press release
providing a monthly update of certain information relating to the
Company's financial situation.

As of May 31, 2013, CTI Parent Company had US$32.30 million of
cash and cash equivalents and US$17.91 million of estimated net
financial standing.

CTI Consolidated Group had US$33.38 million of cash and cash
equivalents at May 31, 2013, and an estimated net financial
standing of US$18.97 million.

CTI Parent Company trade payables outstanding for greater than 30
days were approximately $7.9 million as of May 31, 2013.

CTI Consolidated Group trade payables outstanding for greater than
30 days were approximately $9.2 million as of May 31, 2013.

During the month of May 2013, the Company's common stock, no par
value, outstanding decreased by 57 shares.  Consequently, the
number of issued and outstanding shares of Common Stock as of
May 31, 2013 was 112,633,858.

A copy of the report is available for free at:

                        http://is.gd/nXnca8

                      About Cell Therapeutics

Headquartered in Seattle, Washington, Cell Therapeutics, Inc.
(NASDAQ and MTA: CTIC) -- http://www.CellTherapeutics.com/-- is
a biopharmaceutical company committed to developing an integrated
portfolio of oncology products aimed at making cancer more
treatable.

Cell Therapeutics reported a net loss attributable to CTI of
US$62.36 million in 2011, compared with a net loss attributable
to CTI of US$82.64 million in 2010.  The Company's balance sheet
at March 31, 2013, showed $65.26 million in total assets, $35.70
million in total liabilities, $13.46 million in common stock
purchase warrants, and $16.10 million in total shareholders'
equity.

                    Going Concern Doubt Raised

The report of Marcum LLP, in San Francisco, Calif., dated
March 8, 2012, expressed an unqualified opinion, with an
explanatory paragraph as to the uncertainty regarding the
Company's ability to continue as a going concern.

The Company's available cash and cash equivalents are US$47.1
million as of Dec. 31, 2011.  The Company's total current
liabilities were US$17.8 million as of Dec. 31, 2011.  The
Company does not expect that it will have sufficient cash to fund
its planned operations beyond the second quarter of 2012, which
raises substantial doubt about the Company's ability to continue
as a going concern.

                        Bankruptcy Warning

The Form 10-K for the year ended Dec. 31, 2011, noted that if the
Company receives approval of Pixuvri by the EMA or the FDA, it
would anticipate significant additional commercial expenses
associated with Pixuvri operations.  Accordingly, the Company
will need to raise additional funds and are currently exploring
alternative sources of equity or debt financing.  The Company may
seek to raise that capital through public or private equity
financings, partnerships, joint ventures, disposition of assets,
debt financings or restructurings, bank borrowings or other
sources of financing.  However, the Company has a limited number
of authorized shares of common stock available for issuance and
additional funding may not be available on favorable terms or at
all.  If additional funds are raised by issuing equity
securities, substantial dilution to existing shareholders may
result.  If the Company fails to obtain additional capital when
needed, it may be required to delay, scale back, or eliminate
some or all of its research and development programs and may be
forced to cease operations, liquidate its assets and possibly
seek bankruptcy protection.


CHAMPION INDUSTRIES: Unit Sells Operating Assets for $1 Million
---------------------------------------------------------------
Champion Industries, Inc.'s wholly owned subsidiary Blue Ridge
Printing Co., Inc., sold substantially all the assets of its
operations headquartered in Asheville, North Carolina, to BRP
Company, Inc., and 544 Haywood Rd, LLC, pursuant to an Asset
Purchase Agreement among Champion, Seller and Buyers dated
June 24, 2013.  These entities include as investors the current
division manager Bruce Fowler and the son of director Glenn W.
Wilcox.

Champion's investment advisor had conducted a nationwide marketing
process for the sale of Seller which yielded no comparable offers.
Blue Ridge received $1,013,000 or $942,403 net of selling
commissions and pro-rated taxes.  This transaction is subject to a
net liquidity adjustment to occur no later than 45 days from
closing.  The net liquidity adjustment may result in Seller
receiving additional purchase price or having to return a portion
of the purchase price.

The Agreement contains representations and warranties, covenants
and indemnification provisions common to transactions of its
nature.

                    About Champion Industries

Champion Industries, Inc., is engaged in the commercial printing
and office products and furniture supply business in regional
markets east of the Mississippi River.  The Company also publishes
The Herald-Dispatch daily newspaper in Huntington, West Virginia
with a total daily and Sunday circulation of approximately 23,000
and 28,000.

Arnett Foster Toothman PLLC, in Charleston, West Virginia,
expressed substantial doubt about Champion Industries' ability to
continue as a going concern following the fiscal 2012 annual
results.  The independent auditors noted that the Company has
suffered recurring losses from operations and has been unable to
obtain a longer term financing solution with its lenders.

The Company reported a net loss of $22.9 million in fiscal year
ended Oct. 31, 2012, compared with a net loss of $4.0 million in
fiscal 2011.  Champion reported a $3.5 million net loss for the
quarter ended Jan. 31 on revenue of $22.6 million.

As of April 30, 2013, the Company had $41.96 million in total
assets, $47.70 million in total liabilities and a $5.74 million
total shareholders' deficit.


CITIZENS DEVELOPMENT: July 10 Hearing on Adequacy of Plan Outline
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of California
will convene a hearing on July 10, 2013, at 10 a.m., to consider
adequacy of the Disclosure Statement explaining Citizens
Development Corp.'s Plan of Reorganization dated May 24, 2013.

According to the Disclosure Statement, the funding for the Plan
will come from: (1) the additional financing; (2) new value
contribution in the amount of $400,000 to be made to the
Reorganized Debtor by Atlantica, the new investor; (3) the
Debtor's cash on hand which is estimated to be approximately
$25,000 as of the Effective Date -- which collectively equates to
$2,925,000 -- and (4) the revenue generated from continued
business operations.

The exit cash is proposed to be used as:

   a) $2 million of the exit cash will be used to fund capital
improvements to the Debtor's facilities, including the Recreation
Center and the Lake;

   b) up to $300,000 of the exit cash will be deposited into a
segregated account, in the actual sum equal to the "fair share
contribution" of the Debtor to the cost of compliance with the
Investigative Order.  The "fair share contribution" is defined as
the amount appropriately allocated to the Debtor (or by agreement
with the upstream municipalities) as its percentage portion of the
cost of compliance with the Investigative Order;

   c) approximately $455,000 of the exit cash will be used to pay
allowed administrative claims against the Debtor;

   d) up to $100,000 of the exit cash will distributed to general
unsecured creditors holding allowed claims against the Debtor; and

   e) $15,000 of the exit cash will be used to fund the retainer
payment to Kipperman.  The total anticipated costs of the Plan are
not more than $2,870,000, and not all of the exit cash is required
to be spent on or near the Effective Date of the Plan.  For
example, the Debtor intends to invest funds in capital
improvements over a short period of time, as opposed to
immediately upon confirmation of the Plan.

In exchange for the new value contribution, the new investor will
retain 100% of the equity interests in the Reorganized Debtor.

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

                   About Citizens Development

San Marcos, California-based Citizens Development Corp., owns and
operates the Lake San Marcos Resort and Country Club located in
San Diego County.  The Company filed a voluntary petition for
relief under Chapter 11 (Bankr. S.D. Calif. Case No. 10-15142) on
August 26, 2010.  Ron Bender, Esq., at Levene, Neale, Bender, Yoo
& Brill LLP, represents the Debtor.  The Debtor estimated its
assets and debts at $10 million to $50 million.

Chapter 11 petitions were also filed by affiliates LSM Executive
Course, LLC (Bankr. S.D. Calif. Case No. 10-07480), and LSM Hotel,
LLC (Bankr. S.D. Calif. Case No. 10-13024).

A bankruptcy-exit plan filed in the case provides that funding for
the Plan will initially come from a new value contribution in the
amount of up to $375,000 to be made to the Reorganized Debtor by
LDG Golf Marketing, LLC, Telesis' cash collateral in the amount of
$50,000 allocated to the payment of allowed administrative
expenses pursuant to the Telesis Settlement, and the Debtor's
additional cash on hand which is estimated to be $50,000, which
collectively equates to up to $475,000.

Tiffany L. Carroll, Acting U.S. Trustee for Region 15, was unable
to appoint an official committee of unsecured creditors in the
Chapter 11 case of Citizens Development Corp.


CONDOR DEVELOPMENT: Marin Management Approved as Hotel Managers
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Washington
authorized Seattle Group, Ltd., and Condor Development LLC to
employ Marin Management, Inc. as hotel managers to perform
management services related to their 176-room Comfort Inn & Suites
SeaTac Airport located at 19933 Pacific Highway South, SeaTac,
Washington.

As reported in the Troubled Company Reporter on June 10, 2013,
Marin Management is expected to, among other things:

  (a) hire, discharge and recruit hotel employees as needed;

  (b) be the exclusive supervisor of all hotel employees through
      the direct supervision of the general manager; and

  (c) prepare and implement written position descriptions for each
      hotel job title.

The Debtors agreed to pay Marin, for its services, (i) a one month
start up fee of $6,000; and (ii) monthly management fee of $6,000.

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

                     About Condor Development

Condor Development LLC, aka Ciara Inn and Condor Management Group,
operates the Comfort Inn Suites, a hotel located at SeaTac,
Washington.

Condor Development filed a Chapter 11 petition (Bankr. W.D. Wash.
Case No. 12-13287) on March 30, 2012, in Seattle.  In its
schedules, the Debtor disclosed $16.4 million in total assets and
$9.11 million in total liabilities.

Affiliate Seattle Group also filed for Chapter 11 protection
(Bankr. Case No. 12-13263) on March 30, 2012.  The Debtor
disclosed $15,501,088 in assets and $10,409,935 in liabilities as
of the Chapter 11 filing.

Vortman & Feinstein and Larry B. Feinstein initially represented
the Debtors as counsel.  They later withdrew from the case and
were replaced by Lane Powell PC.

Seattle Group, Ltd., and Condor Development LLC filed a plan of
liquidation that proposes the sale of substantially all of their
real and personal property used in operating the Comfort Inns and
Suites Hotel and related personal property.

In January 2013, the case was reassigned to Judge Timothy W. Dore.


COOPER-BOOTH WHOLESALE: Can Use Cash Collateral Thru July 13
------------------------------------------------------------
The U.S. Bankruptcy Court has entered orders authorizing Cooper-
Booth Wholesale Company, L.P., et al., to use cash collateral
through July 13, 2013 in accordance with a prepared budget, a copy
of which is available for free at:

     http://bankrupt.com/misc/COOPERBOOTH_BudgetJuly2013.pdf

Judge Magdeline D. Coleman has entered fifth interim cash
collateral orders in the case, and will convene another hearing on
July 10 to consider whether to grant the Debtor further access to
cash collateral.

The Debtors' bank lenders, Zurich American Insurance Company and
affiliates and the Official Committee of Unsecured Creditors all
consent the continued cash collateral use.

Use of cash collateral will be for the purpose of paying all
reasonable and necessary expenses related to the operation of
their respective businesses in accordance with the budget.  The
orders provide that the Debtors postpetition will solely purchase
tax stamps on a-cash-on-delivery basis.  The disbursements
authorized by the orders will not include any monies maintained in
any of the Debtors' accounts at PNC Bank.

To the extent of any diminution in the value of its prepetition
cash collateral, PNC Bank will receive replacement liens.

Dustin G. Kreider, Esq., of Maschmeyer Karalis P.C. also represent
the Debtors.

Claudia Z. Springer, Esq., Derek J. Baker, Esq., and Brian M.
Schenker, Esq., of Reed Smith LLP, in Philadelphia, Pennsylvania.

Karen Turner, Esq., of Eckert Seamans Cherin & Mellott, LLC, in
Philadelphia, Pennsylvania, represents Zurich American Insurance
Company.

Mort Branzburg, Esq., and Richard Beck, Esq., at Klehr Harrison
Harvey Branzburg LLP, in Philadelphia, Pennsylvania, represent the
Unsecured Creditors Committee.

                   About Cooper-Booth Wholesale

Cooper-Booth Wholesale Company, L.P. and two affiliates sought
Chapter 11 protection (Bankr. E.D. Pa. Lead Case No. 13-14519) in
Philadelphia on May 21, 2013, after the U.S. government seized the
Company's bank accounts to recover payments made by a large
customer caught smuggling Virginia-stamped cigarettes into New
York.

Serving the mid-Atlantic region, Cooper is one of the top 20
convenience store wholesalers in the country.  Cooper supplies
cigarettes, snacks, beverages and other food items from Hershey's,
Lellogg's, Bic, and Mars to convenience stores.  Cooper has been
in the wholesale distribution business since 1865 when the Booth
Tobacco Company was incorporated in Lancaster, Pennsylvania.  The
Company has been family owned and operated for three generations.

Aris J. Karalis, Esq., and Robert W. Seitzer, Esq., at Maschmeyer
Karalis, P.C., in Philadelphia, serve as the Debtors' bankruptcy
counsel.  Executive Sounding Board Associates, Inc., is the
financial advisor.  Blank Rome LLP represents the Debtor in
negotiations with federal agencies concerning the seizure warrant.

Cooper Booth estimated assets of at least $50 million and
liabilities of at least $10 million as of the bankruptcy filing.
As of the Petition Date, the Debtors' total consolidated funded
senior debt obligations were approximately $10.7 million and
consisted of, among other things, $7.72 million owing on a
revolving line of credit facility, $2.83 million owing on a line
of credit for the purchase of equipment, and $166,000 due on a
corporate VISA Card.  PNC Bank asserts that a letter of credit
facility is secured by all personal property owned by Wholesale.
Unsecured trade payables totaled $22.8 million as of May 21, 2013.


DELTA AIR LINES: Fitch Affirms 'B+' Issuer Default Rating
---------------------------------------------------------
Fitch Ratings has affirmed the ratings for Delta Air Lines' (DAL:
Issuer Default Rating 'B+' with a Positive Outlook) pass-through
trusts series 2007-1 class A certificates at 'BBB+'.

Key Rating Drivers:

The A tranche ratings are primarily supported by the high degree
of overcollateralization in the transaction with the affirmation
factor (i.e. the likelihood that Delta would affirm the aircraft
in the event of a bankruptcy), and Delta's credit quality
considered as secondary factors. The A-tranche rating also
benefits from the legal protection offered by Section 1110 of the
U.S. Bankruptcy Code and an 18 month liquidity facility provided
by Hessen-Thueringen Girozentrale (rated 'A+'/'F1+' with a Stable
Outlook by Fitch). The ratings are limited by the average age of
the underlying collateral pool (roughly 13 years) and the lack of
an immediate cross-default provision.

Fitch estimates the current LTV at 54.2%, suggesting a significant
amount of overcollateralization. The maximum LTV calculated in a
stress scenario (primary rating driver) is estimated to remain
below 100% for the next several years using Fitch's 'BBB' level
stresses.

The collateral is well diversified by aircraft type, but has a
heavy concentration of widebody aircraft (81% of the collateral
pool as calculated by value). The widebodies in this deal include
seven 777-200ERs (32%), four 767-300ERs (9%), and 14 767-400ERs
(40%). Generally speaking, widebody aircraft values have been more
volatile in prior downturns, as they tend to be less liquid than
narrowbodies. Fitch categorizes all these widebodies as Tier 2.
The 777-200ER and 767-300ER are considered higher quality Tier 2
aircraft due to their wide user base and market penetration. The
767-400ER is considered a lower quality Tier 2 aircraft given the
plane's limited user base and small number in service.

The collateral pool also includes 11 737-800s, which Fitch
considers to be high quality Tier 1 aircraft. The 737-800 is one
of the most prolific commercial aircraft in operation, with a
fleet of more than 2,700 currently in service worldwide. The
popularity of this aircraft limits the remarketing risk that would
arise if the plane had to be repossessed and re-sold.

Fitch considers the affirmation factor for this transaction to be
high. The wide-bodies in this pool form the backbone of DAL's
international operations. The 737-800s are core domestic aircraft
which feature better operating economics than some of Delta's
older generation narrow bodies. Accordingly, Fitch believes that
Delta would mostly likely affirm these aircraft in a default
scenario.

Rating Sensitivitites:

Unlike most recently issued EETCs which have been used to finance
the delivery of new aircraft, DAL 2007-1 is secured primarily by
older, Tier 2 collateral. As these aircraft age and their market
values become more sensitive to future aviation downturns, stress
level LTVs could rise to a point where a negative rating action is
warranted.

Fitch does not anticipate upgrading the ratings above 'BBB+'. The
Tier 2 collateral and the lack of an immediate cross-default
feature (indentures are only cross defaulted at final maturity)
are limiting factors to the ratings.

Fitch has affirmed the following ratings:

Delta Air Lines 2007-1 Pass Through Trust:
-- DAL 2007-1 class A certificates at 'BBB+'.

Fitch currently rates Delta as follows:

Delta Air Lines, Inc.
-- Issuer Default Rating at 'B+';
-- $1.2 billion senior secured revolving credit facility due
   2016 at 'BB+/RR1';
-- $1.4 billion senior secured term loan due 2017 at 'BB+/RR1'.


DELTA AIR LINES: Moody's Hikes CFR to 'B1' on Good Performance
--------------------------------------------------------------
Moody's Investors Service raised its debt ratings of Delta Air
Lines, Inc.'s Corporate Family to B1 from B2, Probability of
Default to B1-PD from B2-PD, Senior Secured to Ba1 from Ba2 and
senior unsecured to B2 from B3.

Moody's raised by one notch its ratings assigned to all of the
company's Enhanced Equipment Trust Certificates ("EETCs") except
the B-tranche of Series 2010-2 issued by Delta and the G-tranche
of Series 2000-1 originally issued by Northwest Airlines, Inc. The
ratings on these two EETC tranches were affirmed as was the SGL-2
Speculative Grade Liquidity rating. The outlook is stable.

Ratings Rationale:

The upgrade of the ratings considers the company's steady
performance in the years since the most recent recession. Capacity
discipline, improvements to the product and to the network that
have focused on its strategy for the New York market and to
improve its appeal to corporate accounts have supported free cash
flow generation and facilitated the de-levering of its balance
sheet. Funded debt has declined by almost $5 billion since 2009
while annual fuel spend increased by almost $4.0 billion. On June
29, 2012, Delta and Virgin Atlantic, in which Delta now holds a
49% equity interest and three board seats, will implement a code
share covering 107 routes across the companies' networks. Moody's
believes this tie-up will benefit Delta's traffic and financial
performance as it will significantly improve the appeal of its
schedule to London's Heathrow and beyond as well as provide
incremental passenger flow to its US domestic network under the
code share.

The B1 corporate family rating reflects Delta's leading position
in the global passenger airline sector, its steady earnings and
free cash flow generation, which Moody's anticipates will continue
and the progress it has made towards achieving the prior net debt
target of $10 billion. The rating also anticipates modest
improvements in credit metrics over the next 12 to 18 months.
Moody's believes that Delta will maintain profitability in 2013,
notwithstanding slowing growth in demand because of ongoing global
macroeconomic headwinds including the impact from sequestration in
the U.S., ongoing fiscal and economic challenges in Europe and the
weak yen in Japan. Steady demand in premium cabins, ongoing
industry capacity discipline, particularly on highly competitive
trans-Atlantic routes and Delta's focus on growing ancillary
revenues should help unit revenues keep pace with growth in unit
costs. Good liquidity, in excess of $5 billion including revolving
credit facilities that impose no conditions for drawings and a
manageable maturity profile support the B1 rating. The ratings
also consider the benefits the global route network should provide
in periods of improving demand, anticipated free cash flow as
annual capital expenditures for aircraft are modest and that
pressure on labor and other non-fuel costs will remain manageable
despite near-term pressure in 2013, including from higher pilot
labor rates pursuant to the terms of the contract agreed in 2012.

The B1 rating also considers Delta's head start at implementing an
airline merger relative to legacy peers. Moody's believes that
Delta's revenue management benefits from having a longer history
of operating a combined network on a common revenue system, giving
it a relative advantage, in the near term, in fare planning. Delta
also has had more time to size its labor force to its operations
with greater flexibility since its pilots are the only work group
represented by a union.

The stable outlook reflects Moody's belief that Delta's credit
metrics will continue to strengthen to levels supportive of the B1
rating and maintain its good liquidity profile. Despite an outlook
of only modest growth for the U.S. and slowing growth for global
economic activity, Moody's anticipates steady passenger demand and
a lower average fuel price in 2013, each of which will support the
trend in the company's credit metrics. Additionally, Delta's focus
on reducing funded debt as it begins its march toward its
publicly-announced new net debt target of $7 billion should help
mitigate any pressure on leverage and coverage metrics should
operating profit decline with weaker economic activity.

Sustained improvement in credit metrics despite economic headwinds
and while funding fleet renewal, including deliveries of the
Boeing B737-900ER aircraft that begin to deliver in July 2013
could lead to a positive rating action. Moody's would look for
Debt to EBITDA to approach 4.0 times, Funds from Operations +
Interest to Interest that approaches 4.0 times and an EBITDA
margin that approaches 18% before considering an upgrade. Annual
free cash flow sustained above $2 billion while funding deliveries
of new aircraft including a potential upcoming order for wide-body
aircraft could also lead to a positive rating action.

An inability to sustain its EBITDA margin, possibly because of
inflation in non-fuel costs and or setting capacity at levels
insufficient to help sustain yields in periods when passenger
demand waivers could lead to a negative rating action. EBITDA
margin that approached 12% or a sustained decline in unrestricted
cash to below $2.7 billion would be indicators of a negative shift
in the company's credit profile. While not expected, a sustained
decline in demand that led to declines in yields of more than 8%
with no corresponding offsets to costs, possibly from a
commensurate decline in the cost of fuel, could also pressure the
ratings as could aggregate liquidity (including availability on
revolving credit facilities) of less than $4.5 billion. Debt to
EBITDA sustained above 6.3 times or Funds from Operations +
Interest to Interest that approaches 2.3 times could pressure the
rating.

Moody's anticipates that Delta will place an order for wide-body
aircraft within the next 12 months to start a multi-year process
to modernize its medium- to long-haul fleet. This will lead to
incremental capital expenditures which could reduce the good free
cash flow generation the company has achieved in recent years and
that it expects to continue to achieve in upcoming years. However,
a number of investment projects, such as refurbishments of
aircraft cabins including installations of lie-flat seats
throughout the wide-body fleet and terminal projects in New York
will be winding down in the next 12 to 24 months, freeing up
investment dollars for new aircraft without meaningfully impairing
free cash flow generation.

The principal methodology used in this rating was the Global
Passenger Airlines Industry Methodology published in May 2012 and
the Enhanced Equipment Trust and Equipment Trust Certificates
Methodology published in December 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.

Delta Air Lines, Inc., headquartered in Atlanta, Georgia, is one
of the world's largest airlines, providing scheduled air
transportation for passengers and cargo throughout the U.S. and
around the world.

Upgrades:

Issuer: Clayton County Development Authority, GA

Senior Unsecured Revenue Bonds, Upgraded to B2 from B3

Senior Unsecured Revenue Bonds, Upgraded to B2 from B3

Issuer: Delta Air Lines, Inc.

Probability of Default Rating, Upgraded to B1-PD from B2-PD

Corporate Family Rating, Upgraded to B1 from B2

Senior Secured Bank Credit Facility Apr 20, 2016, Upgraded to Ba1
from Ba2

Senior Secured Bank Credit Facility Mar 29, 2017, Upgraded to Ba1
from Ba2

Senior Secured Bank Credit Facility Oct 18, 2017, Upgraded to Ba1
from Ba2

Senior Secured Bank Credit Facility Oct 18, 2018, Upgraded to Ba1
from Ba2

Senior Secured Bank Credit Facility Apr 18, 2016, Upgraded to Ba1
from Ba2

Senior Secured Bank Credit Facility Apr 20, 2016, Upgraded to a
range of LGD2, 15 % from a range of LGD2, 16 %

Senior Secured Bank Credit Facility Mar 29, 2017, Upgraded to a
range of LGD2, 15 % from a range of LGD2, 16 %

Senior Secured Bank Credit Facility Oct 18, 2017, Upgraded to a
range of LGD2, 15 % from a range of LGD2, 16 %

Senior Secured Bank Credit Facility Oct 18, 2018, Upgraded to a
range of LGD2, 15 % from a range of LGD2, 16 %

Senior Secured Bank Credit Facility Apr 18, 2016, Upgraded to a
range of LGD2, 15 % from a range of LGD2, 16 %

Senior Secured Enhanced Equipment Trust Aug 10, 2014, Upgraded to
Ba3 from B1

Senior Secured Enhanced Equipment Trust Aug 10, 2022, Upgraded to
Ba2 from Ba3

Senior Secured Enhanced Equipment Trust Dec 17, 2016, Upgraded to
Ba1 from Ba2

Senior Secured Enhanced Equipment Trust Jan 2, 2016, Upgraded to
Ba2 from Ba3

Senior Secured Enhanced Equipment Trust Oct 15, 2014, Upgraded to
Ba2 from Ba3

Senior Secured Enhanced Equipment Trust May 7, 2019, Upgraded to
Ba2 from Ba3

Senior Secured Enhanced Equipment Trust Aug 10, 2022, Upgraded to
Baa1 from Baa2

Senior Secured Enhanced Equipment Trust Dec 17, 2019, Upgraded to
Baa1 from Baa2

Senior Secured Enhanced Equipment Trust Jul 2, 2018, Upgraded to
Baa1 from Baa2

Senior Secured Enhanced Equipment Trust Nov 23, 2019, Upgraded to
Baa1 from Baa2

Senior Secured Enhanced Equipment Trust Apr 15, 2019, Upgraded to
Baa1 from Baa2

Senior Secured Enhanced Equipment Trust May 7, 2020, Upgraded to
Baa1 from Baa2

Issuer: Delta Air Lines, Inc. (Old)

Senior Secured Enhanced Equipment Trust Jul 2, 2024, Upgraded to
Baa3 from Ba1

Senior Secured Enhanced Equipment Trust Jul 2, 2024, Upgraded to
Baa3 from Ba1

Issuer: Northwest Airlines, Inc.

Senior Secured Enhanced Equipment Trust May 20, 2014, Upgraded to
Baa1 from Baa2

Senior Secured Enhanced Equipment Trust May 20, 2014, Upgraded to
Baa1 from Baa2

Senior Secured Enhanced Equipment Trust Nov 1, 2017, Upgraded to
Ba1 from Ba2

Senior Secured Enhanced Equipment Trust Nov 20, 2021, Upgraded to
Baa1 from Baa2

Senior Secured Enhanced Equipment Trust Nov 20, 2021, Upgraded to
Baa1 from Baa2

Senior Secured Enhanced Equipment Trust Nov 1, 2019, Upgraded to
Baa1 from Baa2

Affirmations:

Issuer: Delta Air Lines, Inc.

Speculative Grade Liquidity Rating, Affirmed SGL-2

Senior Secured Enhanced Equipment Trust Nov 23, 2015, Affirmed Ba3

Issuer: Northwest Airlines, Inc.

Senior Secured Enhanced Equipment Trust Apr 1, 2021, Affirmed B1

Senior Secured Enhanced Equipment Trust Apr 1, 2021, Affirmed B1


DISH NETWORK: Moody's Confirms 'Ba3' CFR; Outlook Negative
----------------------------------------------------------
Moody's Investors Service confirmed DISH Network Corporation's
wholly owned subsidiary, DISH DBS Corporation's Ba3 Corporate
Family Rating, and Ba2-PD Probability of Default Rating, following
DISH's announcement that its wholly-owned subsidiary, DISH
Acquisition Holding Corporation, is withdrawing its tender offer
to acquire all of the outstanding shares of Class A Common Stock
of Clearwire Corporation (Clearwire, Caa2 CFR) for $4.40 per
share.

This announcement follows the announcement on June 21, 2013, when
DISH decided to abandon its efforts to acquire Sprint Nextel
Corporation (B1 CFR). This concludes the review for downgrade
initiated on April 15, 2013, when DISH announced its bid to buy
Sprint for $25.5 billion. DISH DBS's rating outlook is negative.

Ratings Rationale:

The confirmation follows the recent downgrade from Ba2 which
reflected DISH DBS's high gross pro-forma leverage for the
additional debt added to help fund the intended Sprint and
Clearwire acquisitions. Proforma for the debt capital raised and
the repayment of the last $2.6 billion of debt raised following
the defunct Sprint bid, leverage is expected to be about 5.1x
(including Moody's standard adjustments, as of 3/31/13). While the
company now has a significant cash and marketable securities
balance of over $9 billion, it is uncertain what plans management
has for this large sum and whether it will continue in its pursuit
of entering the wireless broadband business.

Moody's thinks that Dish has three options at this time: 1) To
abandon its broadband plan, sell its spectrum and repay a
significant amount of debt with the cash on hand; 2) A build from
scratch strategy which management has previously suggested is an
unattractive option and would be risky from a credit perspective;
3) To pursue a controlling interest in T-Mobile. "We believe the
probability of the 3rd scenario is the highest of the three, and
the probability for the 2nd scenario very low," stated Neil
Begley, a Moody's Senior Vice President.

Regarding the last scenario, Deutsche Telekom AG (Baa1) has
demonstrated that it is a willing seller of its 70% interest in T-
Mobile given its failed attempt to sell its ownership to AT&T
Corporation. Also, T-Mobile's approximate 64 MHz of good mid-band
spectrum together with DISH's mostly mid-band and some excellent
low-band spectrum totaling about 46 MHz would be comparable with
the strongest US players, and could be a compelling combination
from DISH's perspective. An estimated enterprise value for T-
Mobile of $40 billion, less debt of about $20 billion presently
held by DT and vendors, leaves a market cap of about $20 billion.
"Dish's cash balance would nearly be sufficient to cover a
purchase of 51% of the company's equity," stated Begley.

Moreover, management has demonstrated its willingness to place
more debt on DISH DBS, as well as to use equity to acquire the
remainder of DT's shares or to propose a straight cash and equity
merger. Because of the potential for such a transaction Moody's is
maintaining a negative outlook on the company's ratings. Under
such a scenario, Moody's would also have concerns regarding the
significant investment requirements needed to make T-Mobile more
competitive, the legal credit structure supporting the DISH DBS
bonds which possess only minimal protections against leverage and
up-streaming cash and has no recourse to DISH's other assets, and
the absence of any transparency on its fiscal policy and appetite
for additional financial risk.

DISH may be downgraded if it engages in acquisitions and
investments such that leverage is sustained over 5.5x. However,
DISH could also be downgraded if leverage is sustained over 4.5x
and Moody's expects it to up-stream its cash to fund a high risk
business that doesn't generate free cash flow and to which DISH's
creditors have no recourse. In addition, material subscriber
losses, multiple satellite failures that cannot be mitigated with
backup transponders or capacity constraints that affect the
company's ability to provide a competitive service could also have
negative rating implications.

Upward rating movement is unlikely, given the recent downgrade of
its ratings and the negative outlook. If DISH's leverage is
sustained below 4.0x, the company's ratings could be upgraded
though Moody's would need to understand the company's next
strategic steps with regard to its wireless strategy, how it plans
to use its cash balance, and if its creditors have recourse to its
current and future wireless assets.

The principal methodology used in this rating was Global Pay
Television - Cable and Direct-to-Home Satellite Operators
published in April 2013. Other methodologies used include Loss
Given Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009.

DISH is the third largest pay television provider in the United
States, operating satellite services with approximately 14.1
million subscribers as of 3/31/2013.


ELBIT IMAGING: Has English Versions of Motions Filed with Court
---------------------------------------------------------------
Elbit Imaging Ltd. has placed a free English-language translation
of a motion filed with the Tel Aviv District Court to convene
meetings of its unsecured creditors and shareholders for the
approval of the proposed restructuring of its unsecured financial
debt pursuant to a plan of arrangement under Section 350 of the
Israeli Companies Law, 5759-1999, as announced by the Company on
May 9, 2013.  The Company clarifies that the Translation is a
convenience translation of the Hebrew-language motion filed by the
Company with the Tel Aviv District Court on May 8, 2013,
requesting permission to convene meetings of its creditors and
shareholder to approve its Arrangement.

Elbit Imaging has also placed a free English-language translation
of the opinion of the court-appointed expert, Mr. Ron Alroy, which
was submitted to the Tel Aviv District Court on June 5, 2013, with
regards to a proposed restructuring of the Company's unsecured
financial debt pursuant to a plan of arrangement under Section 350
of the Israeli Companies Law, 5759-1999.

The Company filed with the Court an adjusted Arrangement and
another petition to convene said meetings.  The Company clarifies
that in case of any discrepancy between the Hebrew Version and the
English translation, the Hebrew Version will prevail and bind the
Company.

                        About Elbit Imaging

Tel-Aviv, Israel-based Elbit Imaging Ltd. (TASE, NASDAQ: EMITF)
hold investments in real estate and medical companies.  The
Company, through its subsidiaries, also develops shopping and
entertainment centers in Central Europe and invests in and manages
hotels.

Elbit Imaging disclosed a loss of NIS455.50 million on NIS671.08
million of total revenues for the year ended Dec. 31, 2012, as
compared with a loss of NIS247.02 million on NIS586.90 million of
total revenues for the year ended Dec. 31, 2011.  The Company's
balance sheet at Dec. 31, 2012, showed NIS7.09 billion in total
assets, NIS5.67 billion in total liabilities, NIS309.60 million in
equity to holders of the Company and NIS1.11 billion in
noncontrolling interest.

Brightman Almagor Zohar & Co., in Tel-Aviv, Israel, expressed
substantial doubt about Elbit Imaging's ability to continue as a
going concern following the financial results for the year ended
Dec. 31, 2012.

The Certified Public Accountants noted that in the period
commencing Feb. 1, 2013, through Feb. 1, 2014, the Company is to
repay its debenture holders NIS 599 million (principal and
interest).  "Said amount includes NIS 82 million originally
payable on Feb. 21, 2013, that its repayment was suspended
following a resolution of the Company's Board of Directors.  The
Company's Board also resolved to suspend any interest payments
relating to all the Company's debentures.  In addition, as of
Dec. 31, 2012, the Company failed to comply with certain financial
covenants relating to bank loans in the total amount as of such
date of NIS 290 million.

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


ELPIDA MEMORY: U.S. Judge Approves Micron's $2-Bil. Takeover
------------------------------------------------------------
Stewart Bishop of BankruptcyLaw360 reported that a Delaware
bankruptcy judge recognized Elpida Memory Inc.'s reorganization
plan, which had already been approved by a Japanese court, paving
the way for a $2 billion takeover of the Tokyo-based chipmaker by
rival Micron Technologies Inc.

According to the report, U.S. Bankruptcy Judge Christopher S.
Sontchi granted full force and effect in the U.S. to Elpida's
reorganization plan, which was approved by a Tokyo court in
February and later upheld on appeal, clearing the last major
hurdle for Boise-based Micron to acquire the bankrupt company.

                     About Elpida Memory Inc.

Elpida Memory Inc. (TYO:6665) -- http://www.elpida.com/ja/-- is
a Japan-based company principally engaged in the development,
design, manufacture and sale of semiconductor products, with a
focus on dynamic random access memory (DRAM) silicon chips.  The
main products are DDR3 SDRAM, DDR2 SDRAM, DDR SDRAM, SDRAM,
Mobile RAM and XDR DRAM, among others.  The Company distributes
its products to both domestic and overseas markets, including the
United States, Europe, Singapore, Taiwan, Hong Kong and others.
The company has eight subsidiaries and two associated companies.

After semiconductor prices plunged, Japan's largest maker of DRAM
chips filed for bankruptcy in February with liabilities of 448
billion yen ($5.6 billion) after losing money for five quarters.
Elpida Memory and its subsidiary, Akita Elpida Memory, Inc.,
filed for corporate reorganization proceedings in Tokyo District
Court on Feb. 27, 2012.  The Tokyo District Court immediately
rendered a temporary restraining order to restrain creditors from
demanding repayment of debt or exercising their rights with
respect to the company's assets absent prior court order.
Atsushi Toki, Attorney-at-Law, has been appointed by the Tokyo
Court as Supervisor and Examiner in the case.

Elpida Memory Inc. sought the U.S. bankruptcy court's recognition
of its reorganization proceedings currently pending in Tokyo
District Court, Eight Civil Division.  Yuko Sakamoto, as foreign
representative, filed a Chapter 15 petition (Bankr. D. Del. Case
No. 12-10947) for Elpida on March 19, 2012.

Micron Technology, Inc. on Feb. 28 announced the Tokyo District
Court's issuance of an order approving Elpida Memory Inc.'s plan
of reorganization.  Elpida's plan of reorganization calls for
Micron to sponsor Elpida's reorganization under which Elpida will
become a wholly owned subsidiary of Micron.  The Tokyo District
Court's approval follows an Elpida creditor vote, concluded on
Feb. 26, in which the creditors voted to approve the
reorganization plan.


ELPIDA MEMORY: Bondholders Drop Appeal from Patent Deals Order
--------------------------------------------------------------
The Steering Committee of the Ad Hoc Group of Bondholders of
Elpida Memory, Inc., Yukio Sakamoto and Nobuaki Kobayashi, as
foreign representatives of Elpida, Rambus, Inc., and Micron
Technology, Inc., entered a stipulation of dismissal, with
prejudice, of the appeal captioned Steering Committee of the Ad
Hoc Group of Bondholders of Elpida Memory, Inc., Appellants, v.
Yukio Sakamoto, et al., Appellees, Bankr. App. No. 13-25, Civ. A.
No. 13-558(LPS).

As previously reported, the U.S. bondholders asked the U.S.
Bankruptcy Court for the District of Delaware to reconsider its
decision approving the Japanese chipmaker's patent deals, claiming
it was improper to rule their objections unsupported by evidence
after preventing the discovery that would have produced it.  The
Bankruptcy Court blessed the transactions in a Jan. 16 ruling but
the bondholders want the judge to revisit and vacate certain
portions.

                     About Elpida Memory Inc.

Elpida Memory Inc. (TYO:6665) -- http://www.elpida.com/ja/-- is
a Japan-based company principally engaged in the development,
design, manufacture and sale of semiconductor products, with a
focus on dynamic random access memory (DRAM) silicon chips.  The
main products are DDR3 SDRAM, DDR2 SDRAM, DDR SDRAM, SDRAM,
Mobile RAM and XDR DRAM, among others.  The Company distributes
its products to both domestic and overseas markets, including the
United States, Europe, Singapore, Taiwan, Hong Kong and others.
The company has eight subsidiaries and two associated companies.

After semiconductor prices plunged, Japan's largest maker of DRAM
chips filed for bankruptcy in February with liabilities of 448
billion yen ($5.6 billion) after losing money for five quarters.
Elpida Memory and its subsidiary, Akita Elpida Memory, Inc.,
filed for corporate reorganization proceedings in Tokyo District
Court on Feb. 27, 2012.  The Tokyo District Court immediately
rendered a temporary restraining order to restrain creditors from
demanding repayment of debt or exercising their rights with
respect to the company's assets absent prior court order.
Atsushi Toki, Attorney-at-Law, has been appointed by the Tokyo
Court as Supervisor and Examiner in the case.

Elpida Memory Inc. sought the U.S. bankruptcy court's recognition
of its reorganization proceedings currently pending in Tokyo
District Court, Eight Civil Division.  Yuko Sakamoto, as foreign
representative, filed a Chapter 15 petition (Bankr. D. Del. Case
No. 12-10947) for Elpida on March 19, 2012.

Micron Technology, Inc. on Feb. 28 announced the Tokyo District
Court's issuance of an order approving Elpida Memory Inc.'s plan
of reorganization.  Elpida's plan of reorganization calls for
Micron to sponsor Elpida's reorganization under which Elpida will
become a wholly owned subsidiary of Micron.  The Tokyo District
Court's approval follows an Elpida creditor vote, concluded on
Feb. 26, in which the creditors voted to approve the
reorganization plan.


ERIN ENTERPRISES: Court Won't Dismiss Suit v. Presidential Bank
---------------------------------------------------------------
Bankruptcy Judge J. Rich Leonard declined Presidential Bank, FSB's
motion to dismiss the complaint filed by Erin Enterprises, Ltd.,
alleging an automatic stay violation from Erin's previous
bankruptcy case and a fraudulent transfer under 11 U.S.C. Sec.
548.

Presidential Bank was the highest bidder at a February 2012
foreclosure sale of Erin's real property at 2809 Avent Ferry Road
in Raleigh, North Carolina.  Presidential Bank bid $697,000.  The
bank later assigned its bid to The Carolina FMV Property Trust,
Ltd., for $697,000.

The case is, ERIN ENTERPRISES, LTD., Plaintiff, v. PRESIDENTIAL
BANK, FSB, Defendant, Adv. Proc. No. 13-00033 (Bankr. E.D.N.C.).

A copy of the Court's June 25, 2013 Order is available at
http://is.gd/AHXVTDfrom Leagle.com.

Erin Enterprises, Ltd., filed for Chapter 11 (Bankr. E.D.N.C. Case
No. 12-02718) on April 6, 2012, listing under $1 million in both
assets and debts.  It is represented by Danny Bradford, Esq. --
dbradford@bradford-law.com -- at Paul D. Bradford, PLLC.

Erin previously filed for chapter 11 protection (Case No.
10-01999) on March 15, 2010.  The debtor's plan of reorganization
in the previous case was confirmed and the case closed on Nov. 24,
2010.


EUROFRESH INC: Wants Approval to Change Name to Zona Acquisition
----------------------------------------------------------------
Eurofresh, Inc., asks the U.S. Bankruptcy Court for the District
of Arizona for authorization to change its name to EF23, Inc.

The Debtor explained that the name "Eurofresh, Inc." was sold to
Zona Acquisition Company, LLC along with substantially all of its
assets pursuant to Section 363 of the Bankruptcy Code.

As the name Eurofresh is now owned by Zona it is not proper for
the Debtor to continue to use that name.

The Debtor has registered the name EF23, Inc. with the Delaware
division of corporations and intends to close out its business
operations under the name.

                      About EuroFresh Inc.

EuroFresh , Inc., is America's largest greenhouse grower spanning
318 aces of glass covered facilities.  EuroFresh grows premium
quality, great tasting, certified pesticide residue free
greenhouse tomatoes and cucumbers year-round.  The 274-acre
flagship facility in Willcox, Arizona, is the world's largest.
There's also a second 44-acre acre property in Snowflake, Arizona.
EuroFresh has 964 employees.

EuroFresh filed a Chapter 11 petition (Bankr. D. Ariz. Case No.
13-01125) on Jan. 27, 2013, to complete a sale of the business to
NatureSweet Limited, absent higher and better offers.

NatureSweet and EuroFresh Farms are two of the leading producers
of high-quality tomatoes in North America.

EuroFresh first filed for Chapter 11 protection (Bankr. D. Ariz.
Lead Case No. 09-07970) on April 21, 2009.  Eurofresh exited
bankruptcy in November 2009 following a deal with majority of
their existing debt holders to convert more than $200 million of
debt into equity.

In the new Chapter 11 case, Frederick J. Petersen, Esq., and Isaac
D. Rothschild, Esq., at Mesch, Clark & Rothschild, P.C., serve as
counsel to the Debtors.

The Official Committee of Unsecured Creditors appointed in the
case has retained Lowenstein Sandler LLP; and Jennings, Strouss &
Salmon, P.L.C., as bankruptcy counsel


EVEN STREET: Sly Stone Wants Ex-Manager's Bankruptcies Junked
-------------------------------------------------------------
Beth Winegarner of BankruptcyLaw360 reported that funk legend Sly
Stone urged a California federal judge to toss two new bankruptcy
cases filed by his former manager, claiming they're the latest in
a string of moves aimed at delaying a trial over whether the
manager bilked Stone of $50 million in royalties.

According to the report, Stone's motion to dismiss the bankruptcy
cases, which were filed on behalf of former manager Jerry
Goldstein's companies, Even Street Productions Ltd. and Majoken
Inc., accused Goldstein of making the filings in bad faith.


FAIRPOINT COMMUNICATIONS: Bank Debt Trades at 3% Off
----------------------------------------------------
Participations in a syndicated loan under which Fairpoint
Communications is a borrower traded in the secondary market at
97.36 cents-on-the-dollar during the week ended Friday, June 28,
2013 according to data compiled by LSTA/Thomson Reuters MTM
Pricing and reported in The Wall Street Journal.  This represents
a drop of 0.73 percentage points from the previous week, The
Journal relates.  Fairpoint Communications pays 625 basis points
above LIBOR to borrow under the facility.  The bank loan matures
on Feb. 14, 2019.  The bank debt carries Moody's B2 rating and
Standard & Poor's B rating.  The loan is one of the biggest
gainers and losers among 230 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday.

                     About FairPoint Communications

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

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

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

Andrews Kurth served as counsel to the Official Committee of
Unsecured Creditors.  Altman Vilandrie acted as the operational
consultant to the Creditors' Committee.  Verrill Dana was the
Creditors' Committee's special regulatory counsel.  Jeffries
served as the Creditors' Committee's financial advisor.

FairPoint on Jan. 24, 2011, completed its balance sheet
restructuring and emerged from Chapter 11.  FairPoint reduced its
outstanding debt by roughly 64%, from roughly $2.8 billion --
including interest rate swap liabilities and accrued interest --
to roughly $1.0 billion.  In addition, the Company has a $75
million revolving credit facility available for working capital
and general corporate purposes.  Existing stock in the Company was


FERRAIOLO CONSTRUCTION: July 18 Hearing on Plan Outline
-------------------------------------------------------
The U.S. Bankruptcy Court for the District of Maine will convene a
hearing on July 18, 2013, at 10 a.m., to consider the adequacy of
the Disclosure Statement explaining Ferraiolo Construction, Inc.'s
Plan of Reorganization dated June 7, 2013.  Objections, if any are
due July 8.

According to the Disclosure Statement, the Plan provides for the
settlement and satisfaction by the Debtor of all Classes of
Claims identified in the Plan in the amounts and over the
timeframes.  The thrust of the Debtor's plan is a reorganization
around a streamlined business model that sheds unprofitable
business assets and retains core assets and business] lines.  To
achieve the goal, and to satisfy its prepetition creditors, the
Debtor will be liquidating certain assets at an auction, and using
the proceeds of the auction to fund payments to both secured and
unsecured creditors.  The property to be sold at the auction
includes a variety of rolling stock, i.e. trucks, equipment,
mixers, etc., all of which is identified, in detail.

In addition to the satisfaction and restructuring of the Debtor's
debts and obligations, the Debtor's Plan will permit the continued
employment of approximately 35 employees in the greater Rockland
area of Maine.  While Rockland is generally a prosperous area, the
Debtor believes that jobs in the construction industry are an
important component of the local economy and provide not only a
valuable service for the mid-coast area but also offer a career
path other than in the service-sector.  Further, the Debtor, as
reorganized, will expend over $3 million per year, much of it in
the local economy, to purchase materials and supplies from some
local vendors and to pay salaries for local employees.

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

                   About Ferraiolo Construction

Headquartered in Rockland, Maine, Ferraiolo Construction Inc., fka
Ferraiolo Precast, Inc., Ferraiolo Corp., and Ferraiolo Real
Estate Company, Inc., is a corporation engaged in the businesses
of road construction and commercial construction site work, sale
of asphalt and concrete products, and related businesses.  It owns
multiple parcels of real estate as well as machinery and
equipment, that it uses to manufacture gravel, precast concrete
forms and other items utilized in the construction business.  It
became the successor by merger with two affiliates, Ferraiolo
Precast, Inc., and Ferraiolo Corp., each of which was engaged in a
unified and integrated business enterprise with the Debtor.

The Debtor filed for Chapter 11 protection (Bankr. D. Maine
Case No. 13-10164) on March 13, 2013, in Bangor, Maine, after
the Bank of Maine sent notices telling the Debtor's customers
to send their payments to the bank.  In its Petition, the Debtor
estimated $10 million to $50 million in assets and $10 million
to $50 million in debts.

Judge Louis H. Kornreich presides over the case.  George J.
Marcus, Esq., at Marcus, Clegg & Mistretta, P.A., serves
as bankruptcy counsel for the Debtor.  The petition was signed by
John Ferraiolo, president and treasurer.

Nathaniel R. Hull, Esq., Roger A. Clement, Jr., Esq., and
Christopher S. Lockman, Esq., at Verrill Dana, LLP, represent the
Committee.


FIRST DATA CORP: Bank Debt Trades at 3% Off
-------------------------------------------
Participations in a syndicated loan under which First Data Corp is
a borrower traded in the secondary market at 97.23 cents-on-the-
dollar during the week ended Friday, June 28, 2013 according to
data compiled by LSTA/Thomson Reuters MTM Pricing and reported in
The Wall Street Journal.  This represents a drop of 1.10
percentage points from the previous week, The Journal relates.
First Data Corp pays 400 basis points above LIBOR to borrow under
the facility.  The bank loan matures on Sept. 15, 2018.  The bank
debt carries Moody's B1 rating and Standard & Poor's B+ rating.
The loan is one of the biggest gainers and losers among 230 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

                         About First Data

Based in Atlanta, Georgia, First Data Corporation provides
commerce and payment solutions for financial institutions,
merchants, and other organizations worldwide.

For the 12 months ended Dec. 31, 2012, the Company incurred a net
loss attributable to the Company of $700.9 million, compared with
a net loss attributable to the Company of $516.1 million during
the prior year.  The Company's balance sheet at March 31, 2013,
showed $44.50 billion in total assets, $42.24 billion in total
liabilities, $69.1 million in redeemable noncontrolling interest
and $2.19 billion in total equity.

                           *     *     *

The Company's carries a 'B3' corporate family rating, with a
stable outlook, from Moody's Investors Service, a 'B' corporate
credit rating, with stable outlook, from Standard & Poor's, and
a 'B' long-term issuer default rating


FREESEAS INC: New York Court OKs Settlement with Hanover
--------------------------------------------------------
The Supreme Court of the State of New York, County of New York, on
June 25, 2013, approved, among other things, the settlement
between FreeSeas Inc. and Hanover Holdings I, LLC, in the matter
entitled Hanover Holdings I, LLC v. FreeSeas Inc., Case No.
651950/2013.

Hanover commenced the Action against the Company on May 31, 2013,
to recover an aggregate of $5,331,011 of past-due accounts payable
of the Company, which Hanover had purchased from certain vendors
of the Company pursuant to the terms of separate receivable
purchase agreements between Hanover and each of those vendors,
plus fees and costs.  The Assigned Accounts relate to certain
maritime services provided by certain vendors of the Company.  The
Order provides for the full and final settlement of the Claim and
the Action.  The Settlement Agreement became effective and binding
upon the Company and Hanover upon execution of the Order by the
Court on June 25, 2013.

Pursuant to the terms of the Settlement Agreement approved by the
Order, on June 26, 2013, the Company issued and delivered to
Hanover 890,000 shares of the Company's common stock, $0.001 par
value.  Giving effect to that issuance, the Settlement Shares
represent approximately 9.95 percent of the total number of shares
of Common Stock presently outstanding.

A copy of the Order is available for free at http://is.gd/s734IR

                         9.9% Ownership

In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Hanover Holdings I, LLC, and Joshua Sason disclosed
that, as of June 25, 2013, they beneficially owned 890,000 shares
of common stock of Freeseas Inc. representing 9.95 percent of the
shares outstanding.  A copy of the regulatory filing is available
for free at http://is.gd/SDwVyw

                        About FreeSeas Inc.

Headquartered in Athens, Greece, FreeSeas Inc., formerly known as
Adventure Holdings S.A., was incorporated in the Marshall Islands
on April 23, 2004, for the purpose of being the ultimate holding
company of ship-owning companies.  The management of FreeSeas'
vessels is performed by Free Bulkers S.A., a Marshall Islands
company that is controlled by Ion G. Varouxakis, the Company's
Chairman, President and CEO, and one of the Company's principal
shareholders.

The Company's fleet consists of six Handysize vessels and one
Handymax vessel that carry a variety of drybulk commodities,
including iron ore, grain and coal, which are referred to as
"major bulks," as well as bauxite, phosphate, fertilizers, steel
products, cement, sugar and rice, or "minor bulks."  As of Oct.
12, 2012, the aggregate dwt of the Company's operational fleet is
approximately 197,200 dwt and the average age of its fleet is 15
years.

Freeseas disclosed a net loss of US$30.88 million in 2012, a net
loss of US$88.19 million in 2011, and a net loss of US$21.82
million in 2010.  The Company's balance sheet at Dec. 31, 2012,
showed US$114.35 million in total assets, $106.55 million in
total liabilities and US$7.80 million in total shareholders'
equity.

RBSM LLP, in New York, issued a "going concern" qualification on
the consolidated financial statements for the year ended Dec. 31,
2012.  The independent auditors noted that the Company has
incurred recurring operating losses and has a working capital
deficiency.  In addition, the Company has failed to meet
scheduled payment obligations under its loan facilities and has
not complied with certain covenants included in its loan
agreements.  It has also failed to make required payments to
Deutsche Bank Nederland as agreed to in its Sept. 7, 2012,
amended and restated facility agreement and received notices of
default from First Business Bank.  Furthermore, the vast majority
of the Company's assets are considered to be highly illiquid and
if the Company were forced to liquidate, the amount realized by
the Company could be substantially lower that the carrying value
of these assets.  These conditions among others raise substantial
doubt about the Company's ability to continue as a going concern.


GARY PHILLIPS: Wants to Use Cash Collateral Until Sept. 30
----------------------------------------------------------
Gary Phillips Construction, LLC, seeks permission from the Hon.
Marcia Phillips Parsons of the U.S. Bankruptcy Court for
the Eastern District of Tennessee to continue using cash
collateral until Sept. 30, 2013, to pay estimated expenses that
are necessary to prevent immediate and irreparable harm to the
Debtor's estate.

The Debtor won't be permitted to use Commercial Bank's specific
cash collateral account which is designated as savings account
XXXXX6614 without further court order nor will the Debtor use
Citizens Bank's cash collateral, which is the rent from Coldwater
Cove, without further court order.  Rental checks received from
Cold Water Cove will continue to be remitted to Citizens Bank.

The secured creditors are granted interim replacement liens as to
all assets of the estate that are within the collateral
descriptions of the Secured Creditors' loans, liens, and security
documents, to the extent of any diminution of value through use of
cash collateral.

The Debtor avers that the values of the collateral securing the
loans and liens are in excess of the balances due.

A copy of the budget is available for free at:

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

A hearing on Sept. 17, 2013, at 9:00 a.m. has been set.

                 About Gary Phillips Construction

Piney Flats, Tennessee-based Gary Phillips Construction, LLC,
filed for Chapter 11 bankruptcy protection (Bankr. E.D. Tenn. Case
No. 10-53097) on Dec. 3, 2010.  Fred M. Leonard, Esq., in Bristol,
Tennessee, serves as the Debtor's counsel.  The Debtor tapped
Wayne Turbyfield as accountant.  The Debtor tapped the law firm of
Bearfield & Associates as special counsel.  The Court denied the
application to employ Crye-Leike Realtors as realtor.  In its
schedules, the Debtor disclosed $13,255,698 in assets and
$7,614,399 in liabilities as of the Petition Date.

Daniel M. McDermott, the U.S. Trustee for Region 8, appointed six
creditors to serve on an Official Committee of Unsecured Creditors
in the Debtor's case.  Dean B. Farmer, Esq., at Hodges, Doughty &
Carson, PLLC, serves as the committee's counsel.

The second amended plan of reorganization and accompanying
disclosure statement under which unsecured non-insider creditors
that are owed more than $10,000 will receive 50% of the net profit
of the Debtor for five years immediately following the plan
confirmation date.  The hearing to consider adequacy of the
Amended/Modified Disclosure Statement is continued until May 21,
2013.


GERALD CHAMPION: S&P Lowers Rating on $71MM 2012A Bonds to 'B+'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating to 'B+' from
'BB' on Gerald Champion Regional Medical Center (GCRMC), N.M.'s
$71 million series 2012A bonds, and at the same time placed the
'B+' rating on CreditWatch with negative implications pending
clarification of a possible covenant event of default and its
potential implications.

"The rating change and CreditWatch designation reflect our view of
GCMRC's worse-than-budgeted operating loss and its effect on debt
service coverage," said Standard & Poor's credit analyst Karl
Propst.  "We understand that the loss was caused by declining
patient volumes, increased bad debt and charity costs, and
reimbursement reductions associated with the state's cut to
Medicaid funding, as well as a reduction in sole community
provider funds, a delay in receipt of those funds, and
reimbursement reductions occurring under federal sequestration,"
continued Mr. Propst.

S&P understands that a potential for a breach in financial
covenants could lead to an event of default under the bond
documents.  Should an event of default be declared, the rating
will likely face immediate negative pressure.  However, if, during
the one-year outlook period, even absent an event of default,
GCRMC is unable to stem the decline in volumes and restore
operating performance to a level that will be consistent with
projections for fiscal 2014, then an additional rating downgrade
is likely, particularly if maximum annual debt service (MADS)
coverage remains below 1.0x.  A positive rating action is possible
over time in response to improved patient volumes, above break-
even operating performance, a minimum of 1.75x MADS coverage, and
no less than 90 days' cash on hand; these improved metrics will
need to be sustained over an extended period.


GREAT PLAINS: Hearing on Plan Outline Continued Until July 11
-------------------------------------------------------------
The Bankruptcy Court continued until July 11, 2013, at 10 a.m.,
the hearing to consider the adequacy of information in the
Disclosure Statement explaining Great Plains Exploration, LLC's
Chapter 11 Plan.

As reported in the Troubled Company Reporter on Jan. 30, 2013,
Great Plains is hoping to exit bankruptcy with a plan of
reorganization that provides for these terms:

   1. Allowed administrative claims will be paid in full within
      12 months of the Effective Date of the Plan.

   2. Each holder of an allowed priority claim will be paid in
      full, in cash, upon the later to occur of (a) the Effective
      Date, and (b) five business days from the date on which the
      claim is allowed.

   3. RBS Citizens, N.A., doing business as Charter One, is a
      common secured creditor of the Debtor and related debtors,
      Oz Gas LTD and John D. Oil and Gas Company, and will be paid
      as follows:

      -- the secured claim will bear interest at the rate of 2%
         per annum (payable monthly), with the entire principle
         amount to be paid in full on the fifth annual anniversary
         of the date on which a Final Order is entered determining
         the amount of the Allowed Claim of RBS.

      -- 70% of the postpetition adequate protection payments made
         by the Debtor (and related debtors) will be allocated to
         the interest accruing on the obligation of the Debtor.

      Funds received by RBS as a result of the sale of non-debtor
      collateral pledged by the Chowder Trust (in excess of
      $7,500,000) will be applied to reduce the Oz-GPE Obligation,
      as directed by the Chowder Trust.  The net proceeds (after
      sale expenses) of the sale of the Deep Rights of Oz Gas Ltd.
      will be applied to the Oz-GPE Obligation.  RBS will maintain
      its lien on the assets of the Debtor until RBS' allowed
      claim is paid in full under the Plan.

   4. The Debtor's obligations to each holder of an allowed claim

      -- a majority of the claims are held by equipment-finance
      lenders -- will be reamortized over a term which is equal to
      the remaining length of the contract between the Debtor and
      the claimant, plus 60 months, with interest to accrue at the
      contractual, nondefault interest rate.  The Debtor's
      obligations will be paid by its managing member, Richard
      Osborne.

   5. Each holder of an allowed general unsecured claims will
      receive 50% of its Allowed Claim, to be paid within 12
      months of the Effective Date.

   6. All holders of equity interests in the Debtor will retain
      their interests.

The Debtor said in the Disclosure Statement that if the case is
converted to a Chapter 7 liquidation, unsecured creditors won't be
receiving anything. The Debtor believes that the value of the
Chapter 7 estate would be just $11.2 million, which won't be
enough to pay secured claims of $22.9 million, administrative
expenses of $275,000, and priority claims of $181,000.

Copies of the Plan Summary and Disclosure Statement are available
for free at:

       http://bankrupt.com/misc/GREAT_PLAINS_plansummary.pdf
           http://bankrupt.com/misc/GREAT_PLAINS_ds.pdf

                        About John D. Oil,
                Great Plains Exploration and Oz Gas

Mentor, Ohio-based John D. Oil & Gas Co., is in the business of
acquiring, exploring, developing, and producing oil and natural
gas in Northeast Ohio.  The Company has 58 producing wells.  The
Company also has one self storage facility located in Painesville,
Ohio.  The self-storage facility is operated through a partnership
agreement between Liberty Self-Stor Ltd. and the Company.
John D. Oil's affiliated entities -- Oz Gas, LTD. and Great Plains
Exploration LLC -- filed voluntary Chapter 11 petitions (Bankr.
W.D. Pa. Case Nos. 12-10057 and 12-10058) on Jan. 11, 2012.  Two
days later, John D. Oil filed its own Chapter 11 petition (Bankr.
W.D. Pa. Case No. 12-10063).

On Nov. 21, 2011, at the request of the lender RBS Citizens, N.A.,
dba Charter One, a receiver was appointed for all three corporate
Debtors, in the United States District Court for the Northern
District of Ohio at case No. 11-cv-2089-CAB.  District Judge
Christopher A. Boyko issued an order appointing Mark E. Dottore as
receiver.  The Receivership Order was appealed to the Sixth
Circuit Court of Appeals on Dec. 19, 2011 and the appeal is
currently pending.

Judge Thomas P. Agresti oversees the Chapter 11 cases.  Robert S.
Bernstein, Esq., at Bernstein Law Firm P.C., serves as counsel to
the Debtors.  Each of Great Plains and Oz Gas estimated $10
million to $50 million in assets and debts.  John D. Oil's balance
sheet at Sept. 30, 2011, showed $8.12 million in total assets,
$12.92 million in total liabilities and a $4.79 million total
deficit.  The petitions were signed by Richard M. Osborne, CEO.

The United States Trustee said a committee under 11 U.S.C. Sec.
1102 has not been appointed because no unsecured creditor
responded to the U.S. Trustee's communication for service on the
committee.


GROWTHWORKS CANADIAN: Roseway Waives Security Agreement Default
---------------------------------------------------------------
GrowthWorks Canadian Fund Ltd. on June 27 disclosed that it has
entered into a third amendment to the Participation Agreement
dated May 28, 2010 with Roseway Capital S.a.r.l. whereby a payment
of $20 million that was payable to Roseway on June 28, 2013 will
now become payable on July 15, 2013 and a further $5.7 million
will become payable to Roseway by July 22, 2013.  Those amounts
will bear interest at the rate of 18% per annum from the date on
which they were originally payable by Canadian Fund.  Canadian
Fund continues to be engaged in active discussions with Roseway
regarding a possible further, longer-term extension of those
payment obligations, as well as amendments to certain other terms
of the Participation Agreement and the security agreement in favor
of Roseway which grants a charge over certain portfolio and other
assets of the Fund.  In connection with this amendment, Roseway
has also waived until July 16, 2013 a default under the Security
Agreement tied to the Fund maintaining a minimum net asset value.
Canadian Fund cannot assure investors that these discussions will
result in any further extension of the dates by which Canadian
Fund must make those payments or that Canadian Fund will have
sufficient funds to pay those amounts when due.

If Canadian Fund were to default on its obligations under the
Participation Agreement or an event of default were to occur under
the Security Agreement, the security held by Roseway over Canadian
Fund's assets may be enforced by Roseway, which could result in
forced divestments of some or all of those assets at values well
below carrying values and a significant decline in the values of
Class A shares of the Fund.  A default by Canadian Fund of its
obligations under the Participation Agreement could also result in
Canadian Fund's loan obligations to Matrix Asset Management Inc.
("Matrix") of $4 million plus accrued and unpaid interest becoming
due and payable in full.  In that event, the security granted by
Canadian Fund over its assets for its payment obligations under
that loan may be enforced, which could have the same material
adverse effect on the Fund and the value of its Class A shares as
those associated with the enforcement of security held by Roseway.

The Board of Directors of Canadian Fund continues to review, with
the assistance of its independent financial and legal advisors,
the strategic alternatives available to Canadian Fund.

GrowthWorks Canadian Fund Ltd., L.P. specializes in early-stage
and growth capital.  It also supports companies through to
maturity.  The fund seeks to invest in small to medium sized
companies.  It seeks to invest in information technology; life
sciences; advanced manufacturing; clean technology;
communications; media; transportation; medical products and health
services; specialty merchandising; computer systems and software;
lodging; financial, professional, and personal services; and
training and education sectors.  The fund prefers to invest in
private companies based in Canada with a focus on Ontario,
Saskatchewan, and Manitoba.


GULF FLEET: Trust Wins Partial Summary Judgment
-----------------------------------------------
Bankruptcy Judge Robert Summerhays granted Alan Goodman, as
Trustee of the Gulf Fleet Liquidating Trust, partial summary
judgment in his lawsuit seeking avoidance of certain transfers
under 11 U.S.C. Sections 547, 548, and 550 to Ferro Management
Inc.  The Court denied Ferro's motion for summary judgment.

Gulf Fleet hired Ferro in March 2010.  Although the parties did
not execute a written agreement, they agreed that Ferro would be
paid $600 a day as well as expenses. The parties further orally
agreed that payment terms would be "net 15 days." Work performed
by Ferro occurred solely within the 90-day preference period, and
represented the only transactions between Gulf Fleet and Ferro.
During the preference period, Ferro sent four invoices to Gulf
Fleet totaling $32,500.

In the avoidance suit, Ferro filed a motion for summary judgment
with respect to its "ordinary course" and "new value" defenses.
The Trustee filed a motion for partial summary judgment with
respect to his case-in-chief under section 547 and certain other
defenses asserted by Ferro.

The case is, ALAN GOODMAN, TRUSTEE OF THE GULF FLEET LIQUIDATING
TRUST, Plaintiff, v. FERRO MANAGEMENT, INC., Defendant, Adv. Proc.
No. 12-05040 (Bankr. W.D. La.).  A copy of the Court's June 26,
2013 Reasons for Decision is available at http://is.gd/csYiSVfrom
Leagle.com.

                      About Gulf Fleet

Lafayette, Lousiana-based Gulf Fleet Holdings, Inc. -- along with
affiliates Star Marine, LLC; Gulf Wind, LLC; Gulf Service, LLC;
Gulf Worker, LLC; Hercules Marine, LLC; Gulf Fleet, LLC; Gulf
Fleet Marine, Inc.; Gulf Fleet Management, LLC; Gulf Fleet
Offshore, LLC; and Gulf Ocean Marine Services, LLC -- filed for
Chapter 11 bankruptcy protection on May 14, 2010 (Bankr. W.D. La.
Case No. 10-50713).

Gulf Fleet owned and operated a fleet of offshore and fast supply
vessels that supported oil and gas exploration and production
companies and other oilfield service companies.  Gulf Fleet also
operated an independent vessel brokerage business.

Gulf Fleet estimated $100 million to $500 million in assets and
$50 million to $100 million in debts in its Chapter 11 petition.
In their schedules, affiliate Gulf Fleet, LLC, disclosed
$2,088,277 in assets and $83,891,116 in liabilities; Gulf Fleet
Management, LLC, disclosed $943,256 in assets and $45,071,399 in
liabilities; and Gulf Ocean Marine Services, LLC, disclosed
$15,777,138 in assets and $79,513,230 in liabilities.

R. Michael Bolen, U.S. Trustee for Region 5 appointed seven
members to the official committee of unsecured creditors.  The
Committee was represented by Alan H. Goodman, Esq., at Breazeale,
Sachse & Wilson, L.L.P., and Hugh M. Ray, Jr., Esq., at Andrews &
Kurth.


HAMPTON CAPITAL: Binswanger Southern Approved as Realtor
--------------------------------------------------------
The U.S. Bankruptcy Court authorized Hampton Capital Partners LLC
to employ Douglas M. Faris and the firm of Binswanger Southern
(N.C.), Inc., to list, market and sell the Debtor's primary
manufacturing plant located at 3140 NC 5 Highway, in Aberdeen,
North Carolina.

As reported in the Troubled Company Reporter on May 14, 2013,
Mr. Faris, senior vice president of Binswanger Company, attests
that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.

Binswanger has agreed to compensation of 5% of the gross sales
proceeds from the sale of the Property.

                  About Hampton Capital Partners

Hampton Capital Partners, LLC, an Aberdeen, N.C.-based
manufacturer of residential and commercial tufted carpets under
the Gulistan name, filed a Chapter 11 petition (Bankr. M.D.N.C.
Case No. 13-bk-80015) on Jan. 7, 2013.

The Company has been producing carpet under the Gulistan name
since 1924, although it traces its roots back to 1818, when an
Armenian textile importer established a business in Turkey.  The
company began manufacturing carpet in Aberdeen in 1957, and was
acquired by J.P. Stevens & Co. Inc. in 1964.  Over the last 25
years, Gulistan Carpet has undergone several ownership changes.
In addition to its headquarters and manufacturing operations in
Aberdeen, the company has a plant in Wagram, N.C.

John Paul H. Cournoyer, Esq., at Northen Blue, LLP, serves as
counsel to the Debtor.  Getzler Henrich & Associates LLC is the
financial consultant.

Five creditors have been appointed to serve on the Official
Committee of Unsecured Creditors.  The Committee tapped Lowenstein
Sandler LLP as its counsel and Wilson and Ratledge PLLC as its
North Carolina counsel.  The Committee also tapped BDO Consulting,
a division of BDO USA LLP, as its financial advisors.


HAMPTON CAPITAL: Has Until July 8 to Propose Chapter 11 Plan
------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of North
Carolina extended Hampton Capital Partners, LLC's exclusive
periods to file a proposed Chapter 11 Plan until July 8, 2013,
solicit acceptances for that Plan until Sept. 6, 2013.

                  About Hampton Capital Partners

Hampton Capital Partners, LLC, an Aberdeen, N.C.-based
manufacturer of residential and commercial tufted carpets under
the Gulistan name, filed a Chapter 11 petition (Bankr. M.D.N.C.
Case No. 13-bk-80015) on Jan. 7, 2013.

The Company has been producing carpet under the Gulistan name
since 1924, although it traces its roots back to 1818, when an
Armenian textile importer established a business in Turkey.  The
company began manufacturing carpet in Aberdeen in 1957, and was
acquired by J.P. Stevens & Co. Inc. in 1964.  Over the last 25
years, Gulistan Carpet has undergone several ownership changes.
In addition to its headquarters and manufacturing operations in
Aberdeen, the company has a plant in Wagram, N.C.

John Paul H. Cournoyer, Esq., at Northen Blue, LLP, serves as
counsel to the Debtor.  Getzler Henrich & Associates LLC is the
financial consultant.

Five creditors have been appointed to serve on the Official
Committee of Unsecured Creditors.  The Committee tapped Lowenstein
Sandler LLP as its counsel and Wilson and Ratledge PLLC as its
North Carolina counsel.  The Committee also tapped BDO Consulting,
a division of BDO USA LLP, as its financial advisors.


HI-WAY EQUIPMENT: Court Authorizes Sale of All Assets
-----------------------------------------------------
Hi-Way Equipment Company LLC, Hi-Way Holdings LLC and HWE Real
Estate LLC sold all or substantially all of their assets to
Associated Supply Company Inc.

The U.S. Bankruptcy Court for the Northern District of Texas, Fort
Worth Division, entered a sale order, which authorizes the Debtors
to pay secured creditors from the sale of the secured creditors'
collateral or to escrow the proceeds of each secured creditors'
collateral if those proceeds were not paid directly to the secured
creditor at closing pending reconciliation of their claims.

The Debtors closed on the sale of their assets on May 10, 2013.
On the Closing Date, the amount of the Debtors' debt obligations
to CNH Capital America LLC and CNH America LLC was significantly
reduced as a result of a cash payment and accounting entries as
provided in the Asset Purchase Agreement entered into with Asco.
CNH Capital did not, however, receive payment in full of the CNH
Debt on the Closing Date, and funds, in an amount sufficient to
pay the CNH Debt, paid to the Debtors by Asco on the Closing Date,
which constituted proceeds of the sale of collateral that secured
the CNH Debt, were temporarily escrowed pending final
reconciliation of CNH Capital's accounts receivable collateral and
a final calculation of its remaining claim following the Closing
Date.

The CNH Capital accounts receivable collateral has now been fully
and finally reconciled, and the Debtors and CNH have agreed that
the amount of CNH Capital's remaining, fully secured claim is
$793,703.  The parties also agreed that the Debtors will
immediately pay to CNH Capital the Final CNH Capital Claim Amount
in full and final satisfaction of amounts owed.

Following the Debtors' payment of the Final CNH Capital Claim
Amount to CNH Capital, the Debtors will have access to and use in
the bankruptcy cases of all sale proceeds, subject to any rights,
liens, and claims as appropriate that may be held or asserted by
Comvest Investment Partners III, LLC.  However, the Debtors will
not make any disbursement to Comvest until the period to challenge
liens has ended and only in the event that there are no claims
asserted against CNH during the Challenge Period.

Holland Neff O'Neil, Esq. -- honeil@gardere.com -- and Virgil
Ochoa, Esq. -- vochoa@gardere.com -- at Gardere Wynne Sewell LLP,
in Dallas, Texas, represent the Debtors.

Joseph M. Coleman, Esq. -- jcoleman@krcl.com -- and George H.
Barber, Esq. -- gbarber@krcl.com -- at Kane Russell Coleman &
Logan PC, in Dallas, Texas, represent CNH.

                  About Hi-Way Equipment Company

Hi-Way Equipment Company LLC filed a Chapter 11 petition (Bankr.
N.D. Tex. Case No. 13-41498) on April 1, 2013.  Charles W. Reeves,
Jr., signed the petition as chief restructuring officer.
Gardere Wynne Sewell, LLP, serves as the Debtor's counsel.  The
Debtor estimated assets and debts of at least $10 million.

Hi-Way Equipment has been providing rental and sales of equipment
since 1948.  In 2008, Hi-Way Equipment acquired Equipment Support
Services, Inc.  As part of that acquisition, Hi-Way Equipment
expanded to become a dealer of Case and Case IH equipment through
CNH America LLC.  With the acquisition of ESS, Hi-Way Equipment
acquired ESS' subsidiaries: CDI Equipment, Ltd., Carruth-Doggett
Industries Partners Acquisition, LLC, Future Equipment Holdings,
LLC, Future Equipment Partners, LLC, Equipment Support Services,
Inc., ESS Acquisition LLC, Carruth-Doggett Industries Holdings
Acquisition, LLC and Southern Power Acquisition, Inc.  In 2011,
Hi-Way Equipment merged with the Subsidiaries and Hi-Way Equipment
was the sole surviving entity. Hi-Way Equipment serves as the non-
exclusive dealer of Case and Case IH equipment in numerous
counties across Texas.


HUGHES SATELLITE: Moody's Changes Outlook on B2 CFR to Negative
---------------------------------------------------------------
Moody's Investors Service changed Hughes Satellite Systems
Corporation's ratings outlook to negative from stable while
affirming the company's B2 corporate family rating, B2-PD
probability of default rating, Ba3 senior secured notes' rating,
B3 senior unsecured notes rating and SGL-3 speculative grade
liquidity rating (indicating adequate liquidity).

The outlook revision was prompted by the potential of the company
needing additional debt (either in the public markets or by way of
intercompany debt) to fund its recently announced Jupiter
2/EchoStar XIX satellite. Since Hughes has only ~$195 million of
cash and marketable securities and is not cash flow positive, the
company will require external financing to fund the $400 million
to $600 million that Moody's estimates is required to construct
and launch the satellite by 2016. Hughes parent, EchoStar
Corporation, has nearly $1.5 billion of cash, a portion of which
could assist with the effort, but EchoStar is not committed to
assist Hughes. With medium-term funding arrangements being
uncertain, Hughes outlook has been changed to negative from
stable.

Rating and Outlook Actions:

Issuer: Hughes Satellite Services Corporation (formerly EHH
Corporation)

  Outlook, Changed to Negative from Stable

  Corporate Family Rating, Affirmed at B2

  Probability of Default Rating, Affirmed at B2-PD

  Speculative Grade Liquidity Rating, Affirmed at SGL-3

  Senior Secured Regular Bond/Debenture, Affirmed at Ba3 (LGD2,
  23%)

  Senior Unsecured Regular Bond/Debenture, Affirmed at B3 (LGD5,
  77%)

Ratings Rationale:

Hughes B2 corporate family rating is based primarily on the
capital-intensive nature of the satellite consumer internet
business coupled with uncertain demand for increasing industry
segment capacity and a lack of funding cushion for a large
consumer satellite build. Hughes' government and VSAT businesses
generate stable and sizable EBITDA, which mitigate the risks of
growing the consumer internet segment.

Rating Outlook

The rating outlook is negative because Hughes' has a minimal
funding cushion to build its $400 million to $600 million consumer
internet satellite to be launched in 2016, and it is possible the
company will incur debt to increase that cushion, which could
increase leverage materially.

What Could Change the Rating - Up?

The rating could be upgraded were the company expected to be
consistently cash flow positive, and were there solid evidence of
long term cash flow self-sustainability based on positive industry
fundamentals. Given the company's capital intensity and the
historically slow ramp-up of the consumer broadband operation, an
upgrade is not anticipated over the next couple of years.

What Could Change the Rating - Down?

The rating could be downgraded given adverse changes in Hughes'
liquidity or leverage profile seem likely.

The principal methodology used in this rating was Global
Communications Equipment Industry published in June 2008. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.


IGPS COMPANY: Hires Professionals, Names Shaun Martin as CRO
------------------------------------------------------------
iGPS Company LLC seeks authority from the U.S. Bankruptcy Court
for the District of Delaware to employ professionals that will
have a lead role in its Chapter 11 case and designate Shaun Martin
from Winter Harbor LLC as its chief restructuring officer.

In separate applications, the Debtor seeks to employ White & Case
LLP, as attorneys; Winter Harbor to provide personnel who will
assist the CRO in the performance of his duties; Houlihan Lokey
Capital, Inc., as investment banker; and AlixPartners, LLP, as
administrative agent.

Mr. Shaun will be paid an hourly rate of $495, while additional
Winter Harbor employees will be paid the following hourly rates:
$495 to $595 for managing director, $395 to $450 for director,
$250 to $325 for manager, $175 to $225 for associate, and $75 to
$125 for clerical/administrative personnel.

Houlihan Lokey will be paid a non-refundable cash fee of $75,000,
a non-refundable monthly fee of $75,000, and transaction fees for
a restructuring or a sale or a refinancing transaction.
AlixPartners will be paid a monthly fee pursuant to an engagement
letter.

White & Case, Houlihan Lokey and AlixPartners, which the Debtor
seeks to employ pursuant to Section 327 of the Bankruptcy Code,
assure the Court that they are disinterested persons as the term
is defined in Section 101(14).  The Debtor seeks to employ Winter
Harbor pursuant to Section 365(b), which does not require that a
professional hired under this section be disinterested.

Houlihan disclosed that within 90 days prior to the Petition Date,
it has been paid by the Debtors a total of $450,000 in fees, and
has reimbursed for $50,843 in expenses.  Additionally, in
accordance with an acknowledgment, Houlihan was paid $750,000 from
the senior lenders under the Debtor's credit facility.

AlixPartners disclosed that it received from the Debtors a
retainer of $15,000 before the Petition Date.  As of the Petition
Date, the retainer had a balance of $2,303.

A hearing on the employment applications will be held on July 1,
2013, at 10:00 a.m. (ET).

                           About iGPS Co.

iGPS Company LLC filed a Chapter 11 bankruptcy petition (Bankr. D.
Del. Case No. 13-11459) on June 4, 2013, to sell its assets to a
group led by Balmoral Funds LLC, absent higher and better offers.

iGPS Company -- http://www.igps.net-- is the first and only
plastic pallet pooling rental and leasing company in the U.S. It
offers plastic pallets with embedded radio frequency
identification (RFID) tags.  Founded in 2006, the company is
headquartered in Orlando, Florida, and has a sales and innovation
center in Bentonville, Arkansas.

The Debtor estimated $100 million to $500 million in assets and
liabilities in its Chapter 11 petition.

According to the board resolution authorizing the bankruptcy,
Pegasus IGPS LLC owns 12.55% of the company; iGPS Co-Investment
LLC owns 18.75%; Kia VIII (iGPS Sub), LLC owns 30.74%; and KIA
VIII iGPS Blocker, LLC, owns 12.27%.

The bankruptcy judge signed an order on June 7 giving interim
approval for a $6 million loan from Crystal Financial LLC.  The
final hearing for approval of the entire $12 million loan package
will take place July 1.


IGPS COMPANY: U.S. Trustee Protests Plan for Ch. 11 Sale
--------------------------------------------------------
Drew Singer of BankruptcyLaw360 reported that the U.S. Trustee's
Office slammed what it called an "overly aggressive" bankruptcy
sale of plastic pallet company iGPS Co. LLC, which recently
collapsed under the weight of a $250 million credit agreement, to
a private equity-led group.

According to the report, in the objection, U.S. Trustee Roberta
DeAngelis told a Delaware bankruptcy judge that the company's
motion to approve bid procedures for its $49 million sale included
both an unnecessary breakup fee and an unreasonable timetable.

The proposed $1.05 million breakup fee and $400,000 in expense
reimbursement are not required, the U.S. Trustee argued, according
to the report.

                          About iGPS Co.

iGPS Company LLC filed a Chapter 11 bankruptcy petition (Bankr. D.
Del. Case No. 13-11459) on June 4, 2013, to sell its assets to a
group led by Balmoral Funds LLC, absent higher and better offers.

iGPS Company -- http://www.igps.net-- is the first and only
plastic pallet pooling rental and leasing company in the U.S. It
offers plastic pallets with embedded radio frequency
identification (RFID) tags.  Founded in 2006, the company is
headquartered in Orlando, Florida, and has a sales and innovation
center in Bentonville, Arkansas.

The Debtor estimated $100 million to $500 million in assets and
liabilities in its Chapter 11 petition.

According to the board resolution authorizing the bankruptcy,
Pegasus IGPS LLC owns 12.55% of the company; iGPS Co-Investment
LLC owns 18.75%; Kia VIII (iGPS Sub), LLC owns 30.74%; and KIA
VIII iGPS Blocker, LLC, owns 12.27%.

The bankruptcy judge signed an order on June 7 giving interim
approval for a $6 million loan from Crystal Financial LLC.  The
final hearing for approval of the entire $12 million loan package
will take place July 1.


IMAGING3: CEO Charged with Fraud Over Medical Device
----------------------------------------------------
Kristin Jones writing for Dow Jones' DBR Small Cap reports that a
California medical-device maker and its chief executive have been
charged with fraud for misleading investors about U.S. regulators'
concerns about its imaging device, the Securities and Exchange
Commission said.

                        About Imaging3

Headquartered in Burbank, California, Imaging3, Inc. --
http://www.imaging3.com-- is a provider of advanced technology
medical imaging devices.  The Company has developed a breakthrough
medical imaging device that produces 3D medical diagnostic images
of virtually any part of the human body in real-time.  Because
these 3D images are instantly constructed in real-time, they can
be used for any current or new medical procedures in which
multiple frames of reference are required to perform medical
procedures on or in the human body.  The company was founded in
1993.

Imaging3 sought Chapter 11 protection (Bankr. C.D. Cal. Case No.
12-41206) on Sept. 13, 2012.  Brian L. Davidoff, Esq., at
Greenberg Glusker, in Los Angeles, serves as counsel.
The Debtor estimated assets of $500,001 to $1,000,000 and
liabilities of $10,000,001 to $50,000,000.


IMPERIAL PETROLEUM: Has Final Settlement with Bank for $1 Million
-----------------------------------------------------------------
Imperial Petroleum, Inc., has 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 lenders filed a lawsuit against the Company seekig, among
other things, to enforce a corporate guarantee in the approximate
amount of $7.5 million plus accrued interest since April 2012,
estimated at approximately $0.5 million.  The payment date of the
settlement amount of $1 million due to the bank remains on or
before Dec. 31, 2015.  The Company 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.

The Company 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, the Company will pay the total amount claimed in
scheduled monthly payments through May 2014.

The Company signed two agreements with Archer Petroleum Corp. to
effect the sale of a 25 percent 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.  The Company will retain 25 percent 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 the Company, 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 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 of startup is
July 2013 subject to continued weather issues and equipment
delivery delays."

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

                        http://is.gd/UfG1Sk

                     About Imperial Petroleum

Headquartered in Evansville, Ind., Imperial Petroleum Inc.
(OTC BB: IPMN) operates as a diversified energy and mineral mining
company in the United States.  Its oil and natural gas properties
include the Coquille Bay field located in Plaqumines Parish,
Louisiana; the Haynesville field located in Claiborne and Webster
Parishes in north Louisiana; the Bastian Bay field located in
Plaquemines parish, Louisiana; LulingField located in Guadalupe
county, Texas; and the Shrewsbury field in Grayson County and the
Claymour field in Todd County, western Kentucky.

As reported by the TCR on June 24, 2011, the Company anticipates
its current working capital will not be sufficient to meet its
required capital expenditures and that the Company will be
required to either access additional borrowings from its lender or
access outside capital.  Currently the Company projects it will
require non-discretionary capital expenditures of approximately
US$500,000 in the next fiscal year to re-establish and maintain
economic levels of production at Coquille Bay.  Without access to
such capital for non-discretionary projects, the Company's
production may be significantly curtailed or shut in and
jeopardize its leases.

In the auditors' report accompanying the financial statements for
year ended July 31, 2011, Weaver Martin & Samyn, LLC, in Kansas
City Missouri, expressed substantial doubt about the Company's
ability to continue as a going concern.  The independent auditors
noted that the Company has suffered recurring losses from
operations and is dependent upon obtaining debt financing for
funds to meet its cash requirements.

The Company's balance sheet at April 30, 2012, showed $2.08
million in total assets, $11.92 million in total liabilities, all
current, and a $9.83 million total stockholders' deficit.


INEOS GROUP PLC: Bank Debt Trades at 2% Off
-------------------------------------------
Participations in a syndicated loan under which Ineos Group Plc is
a borrower traded in the secondary market at 98.17 cents-on-the-
dollar during the week ended Friday, June 28, 2013 according to
data compiled by LSTA/Thomson Reuters MTM Pricing and reported in
The Wall Street Journal.  This represents a drop of 1.60
percentage points from the previous week, The Journal relates.
Ineos Group Plc pays 300 basis points above LIBOR to borrow under
the facility.  The bank loan matures on April 23, 2018.  The bank
debt carries Moody's B1 rating and Standard & Poor's BB- rating.
The loan is one of the biggest gainers and losers among 230 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

Ineos Group Holdings plc is a diversified and integrated chemicals
group headquartered in Southampton, the United Kingdom.  Ineos
reported 2007 Revenues of EUR 27.5 billion and EBIT of EUR1.2
billion.


JACKSONVILLE BANCORP: Names Three New Board Members
---------------------------------------------------
Jacksonville Bancorp, Inc., and its wholly owned subsidiary, The
Jacksonville Bank, appointed three new independent directors to
both of their boards: John A. Delaney, William R. Klich and Terrie
G. Spiro.

Donald F. Glisson, Jr., Chairman of the Board of Bancorp, said,
"We are very pleased to announce these appointments and to bring
additional experience and expertise to our boards.  In addition,
all three individuals are familiar with our local area which will
help grow our already developed banking structure."

John A. Delaney, of Jacksonville, Florida, has served as President
of the University of North Florida since July 2003.  Prior to
that, he served as Mayor of Jacksonville from 1995-2003 and as a
prosecuting attorney.  Mr. Delaney also is the lead outside
director for Main Street America Group, a property and casualty
insurance company.

William R. Klich, who resides in Tampa, Florida, had a 40-year
banking career before retiring in June 2010.  After serving in the
Air Force, Klich had many top leadership roles at Southeast Bank,
Coast Bank (SunTrust) and Republic Bank (BB&T).  He currently
serves on the Board of Advisors of the American Association of
Bank Directors and is a consultant to the financial services
industry.

Terrie G. Spiro, of Amelia Island, Florida, is a native of
Jacksonville, who began her banking career at Barnett Banks of
Florida.  She has approximately 30 years of experience as a
banker, corporate leader and financial services consultant in
multi-regional, regional and community bank environments,
primarily in the Richmond, Virginia, and Washington, D.C. areas.

Also on June 27, 2013, Donald F. Glisson, Jr., Chairman of the
Board of the Company, was appointed to serve as the Company's
principal executive officer on an interim basis, until a new
President and Chief Executive Officer is elected.

Stephen C. Green resigned as President and Chief Executive Officer
of the Company, and as Chief Executive Officer of the Bank, on
June 24, 2013.  In connection with Mr. Green's resignation, the
Company, the Bank and Mr. Green entered into a separation, release
and non-disparagement agreement on June 27, 2013, under which the
Company agreed to provide Mr. Green with severance payments
equivalent to his base salary for a period of 18 months, in the
sum of $450,000, and Mr. Green agreed to unconditionally release
and discharge the Company and the Bank, and certain of their
related parties, from all claims, liabilities and obligations,
except certain claims relating to retirement and employee
benefits.  The Agreement also affirms Mr. Green's covenant not to
compete with the Company or the Bank for a period of one year.

                   About Jacksonville Bancorp

Jacksonville Bancorp, Inc., a bank holding company, is the parent
of The Jacksonville Bank, a Florida state-chartered bank focusing
on the Northeast Florida market with approximately $583 million in
assets and eight full-service branches in Jacksonville, Duval
County, Florida, as well as the Company's virtual branch.  The
Jacksonville Bank opened for business on May 28, 1999, and
provides a variety of community banking services to businesses and
individuals in Jacksonville, Florida.

Jacksonville Bancorp disclosed a net loss of $43.04 million in
2012, a net loss of $24.05 million in 2011 and a $11.44 million
net loss in 2010.

The Company's balance sheet at March 31, 2013, showed
$520.89 million in total assets, $487.47 million in total
liabilities and $33.42 million in total shareholders' equity.

"Both Bancorp and the Bank must meet regulatory capital
requirements and maintain sufficient capital and liquidity and our
regulators may modify and adjust such requirements in the future.
The Bank's Board of Directors has agreed to a Memorandum of
Understanding (the "2012 MoU") with the FDIC and the OFR for the
Bank to maintain a total risk-based capital ratio of 12.00% and a
Tier 1 leverage ratio of 8.00%.  As of December 31, 2012, the Bank
was well capitalized for regulatory purposes and met the capital
requirements of the 2012 MoU.  If noncompliance or other events
cause the Bank to become subject to formal enforcement action, the
FDIC could determine that the Bank is no longer "adequately
capitalized" for regulatory purposes.  Failure to remain
adequately capitalized for regulatory purposes could affect
customer confidence, our ability to grow, our costs of funds and
FDIC insurance costs, our ability to make distributions on our
trust preferred securities, and our business, results of
operation, liquidity and financial condition, generally,"
according to the Company's annual report for the year ended
Dec. 31, 2012.


JEFFERSON COUNTY: Court Rules on Payment of Professional Fees
-------------------------------------------------------------
Bankruptcy Judge Thomas B. Bennett on Thursday issued a Memorandum
Opinion to address the dispute over the extent to which
professional fees actually incurred by Jefferson County, Alabama,
during its Chapter 9 municipal bankruptcy are payable out of
revenues generated from the County's sewer system.

At the end of the 56-page decision, Judge Bennett said "all of the
Joint Submission categories of Professional Fees are permitted to
be paid ahead of interest and principal to the" holders of
warrants financing the rehabilitation, upgrading, and expansion of
the County's sewer system.  The current outstanding balance of the
warrants is approximately $3.2 billion.

The disputes stems from the interpretation of the language of the
Trust Indenture between Jefferson County and AmSouth Bank of
Alabama as trustee dated as of February 1, 1997.  The Bank of New
York Mellon has been substituted for AmSouth Bank of Alabama as
the trustee under the Indenture.

"It is a dispute arising from the ability of parties to utilize
the elasticity in the meaning of words and how they are used along
with their placement in an agreement to support differing views of
what was agreed to more than a decade ago," according to Judge
Bennett.

The dispute has spawned litigation captioned as, THE BANK OF NEW
YORK MELLON, AS INDENTURE TRUSTEE, ET AL., Plaintiffs, v.
JEFFERSON COUNTY, ALABAMA, Defendant, AP No.: 12-0016-TBB (Bankr.
N.D. Ala.).  A copy of Judge Bennett's June 27, 2013 Memorandum
Opinion is available at http://is.gd/VwEnUlfrom Leagle.com.

                      About Jefferson County

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

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

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

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

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

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

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

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


JVMW PROPERTIES: Inks Lender Stipulation on Cash Collateral Use
---------------------------------------------------------------
JVMW Properties Management Corp. and pre-bankruptcy lender Banco
Popular de Puerto Rico negotiated a stipulation for the relief
from stay and use of cash collateral.

As of the Petition Date, the amounts claimed under the BPPR Loans
total $26.82 million, as secured by the real estate collateral and
the cash collateral.

BPPR initially refused to consent to the use of the cash
collateral.  Now, after engaging in discussions, the parties agree
that:

   - The Debor will have until Sept. 19, 2013, to reach and file
     in the Court a joint agreement with BPPR regarding the
     repayment of its obligations to BPPR.

   - If the Debtor has not reached an agreement with BPPR and has
     failed to file the Joint Agreement by Sept. 19, the automatic
     stay will be lifted, without any further notice or hearing,
     automatically on Sept. 20, 2013 in favor of BPPR. BPPR will
     be allowed to complete any and all foreclosure and collection
     proceedings against the Debtor and its collateral.

   - If the Joint Agreement is filed by Sept. 19, 2013, then the
     Debtor will have a period of 90 days from such filing to
     consummate the transactions contemplated in the Joint
     Agreement and make the payments agreed to therein to BPPR.
     The second 90-day period, if the Joint Agreement is timely
     filed, expires no later than Dec. 19, 2013.

   - If the Joint Agreement is filed by Sept. 19, but the Closing
     does not occur on or before Dec. 19, 2013, then the automatic
     stay will be lifted, without any further notice or hearing,
     automatically on Dec. 20, 2013, in favor of BPPR.  BPPR will
     be allowed to continue and complete any and all foreclosure
     and collection proceedings against the Debtor and its
     collateral.

The parties have also agreed on the following as to adequate
protection.  BPPR will be entitled, and the Debtor will cooperate
with BPPR in such efforts, including filing a joint motion in the
State Court case to such effect, to withdraw any and all sums
consigned in the State Court case to such effect, to withdraw any
and all sums consigned in the State Court Case and apply such sums
to the corresponding obligations, with the limited exception of
$36,000 (the Carve-Out).  The Carve-Out Amount will be disbursed
to the Debtor and and BPPR consents that the Debtor will use the
Carve-Out in the bankruptcy case solely for the purpose of paying
two maintenance dues for the Mont Blanc property and the insurance
policy for the same.  No other use is authorized with such funds.

Furthermore, the parties agree that during the First 90 Day Period
the Debtor will be authorized to use the cash collateral, which
includes all of the Debtor's  income and revenues, solely for the
expenses detailed on a prepared budget, provided that the Debtor
will pay to BPPR as additional adequate protection the amount of
$20,000 per month, on the 15th day of each month.

Wigberto Lugo Mender, Esq. -- trustee@lugomender.com -- serves as
counsel to the Debtor.

Luis C. Marini-Biaggi, Esq. -- luis.marini@oneillborges.com -- and
Nayuan Zouairabani, Esq. -- nayuan.zouairabani@oneillborges.com --
of O'Neill & Borges, LLC, serve as counsel to Banco Popular de
Puerto Rico.

JVMW Properties Management Corp filed a Chapter 11 petition
(Bankr. D.P.R. Case No. 13-02532) on April 1, 2013.  The petition
was signed by Julio Blanco D'Arcy, as president.  The Debtor
scheduled assets of $15,694,947 and liabilities of $25,782,161.


KIDSPEACE CORP: Can Employ Counsel, Advisors & Claims Agent
-----------------------------------------------------------
Judge Richard E. Fehling of the U.S. Bankruptcy Court for the
Eastern District of Pennsylvania authorized KidsPeace Corporation,
et al., to employ Norris McLaughlin & Marcus, P.A., as general
reorganization and bankruptcy counsel; EisnerAmper LLP as
financial advisors; and Rust Omni as notice, claims and
solicitation agent.

The Norris McLaughlin attorneys presently designated to represent
the Debtors and their current standard hourly rates are:

    Name                  Title       Hourly Rate
    ----                  -----       -----------
Morris S. Bauer          Partner         $495
Larry K. Lesnik          Partner         $485
Charles A. Bruder        Partner         $200
Joseph A. Zapata         Associate       $360
Rebecca Price            Associate       $185

Other Norris McLauglin personnel who will be involved in the case
will charge at these rates: $250 to $590 per hour for partners,
$150 to $380 per hour for associates, and $50 to $175 per hour for
paraprofessionals.

Eisner professionals who take a lead in providing the Debtors
financial advice are:

    Name                  Title       Hourly Rate
    ----                  -----       -----------
Allen Wilen              Partner         $510
Thomas Buck              Director        $465

Rust Homni will charge the Debtors at these hourly rates for
standard and custom services:

   Position                                   Rate/Cost
   --------                                ---------------
Clerical Support                           $22.50 to $40.50
Project Specialists                        $51.75 to $67.50
Project Supervisors                        $67.50 to $85.50
Consultants                                $85.50 to $112.50
Technology/Programming                     $90.00 to $141.75
Senior Consultants                        $126.00 to $157.50

For its noticing services, Rust Omni will charge $50 per 1,000
e-mails, and $0.10 per page for facsimile noticing.  For inputting
of proofs of claim, the firm will charge at its hourly rates.  For
work at the informational web site -- http://www.omnimgt.com/--
Rust Omni will charge $67.50 per hour for data entry and
information updates and $90 to $141.50 per hour for programming
and customization.

                       About KidsPeace Corp.

KidsPeace Corp., a provider of behavioral services for children,
filed a petition for Chapter 11 reorganization (Bankr. E.D. Pa.
Case No. 13-14508) on May 21, 2013, in Reading, Pennsylvania.

KidsPeace operates a 96-bed pediatric psychiatric hospital in
Orefield, Pennsylvania.  Assets are $86.7 million, and debt on the
books is $158.6 million, according to a court filing.

The Debtor, which sought bankruptcy protection with 8 affiliates,
tapped Norris McLaughlin & Marcus, P.A. as counsel; EisnerAmper
LLP as financial advisor, and Rust Omni as claims and notice
agent.

Assets total $158,587,999 at the end of 2012.  The Debtors owe
approximately $56,206,821 in bond debt, and they have been told
that their pension liability is allegedly about $100,000,000 of
which the Debtors currently reflect $83,049,412 on their books.

KidsPeace sought Chapter 11 (i) as a means to implement a
negotiated restructuring of bond debt currently aggregating
approximately $51,310,000 plus accrued interest to a reduced
amount of approximately $24 million in new 30-year bonds with
interest at 7.5 percent, and (ii) to continue on-going
negotiations with the Pension Benefit Guaranty Corporation  in
hopes of reducing the PBGC asserted obligation of $100+ million to
an amount that the Debtors can reasonably expect to satisfy.

Since March of 2012, MK has been exploring possible affiliation or
acquisition opportunities; however, no offer of an affiliation or
acquisition has been presented to the Debtors.

Gemino Healthcare Finance, LLC, the prepetition revolving lender,
is represented by:

         PARKER, HUDSON, RAINER & DOBBS LLP
         James S. Rankin, Jr., Esq.
         1500 Marquis Two Tower
         285 Peachtree Center Avenue NE
         Atlanta, GA 30303
         Phone: (404) 420-5560
         E-mail: jrankin@phrd.com

                - and -

         WEIR & PARTNERS LLP
         Walter Weir, Jr., Esq.
         Fifth Floor, The Widener Building
         One South Penn Square
         Philadelphia, PA 19107-3519
         Phone: (215) 241-7721
         E-mail: wweir@weirpartners.com


KIT DIGITAL: Bidders Promised Access to Key Financial Details
-------------------------------------------------------------
Katy Stech writing for Dow Jones' DBR Small Cap reports that
attorneys for KIT digital Inc. told a federal judge Wednesday that
prospective buyers who have been examining the struggling tech
company, which is looking for new owners as it reorganizes in
bankruptcy, shouldn't have a problem getting key financial details
about the company before a July 30 bid deadline.

                        About KIT digital

New York-based KIT digital Inc. -- http://www.kitd.com/-- is a
video management software and services company.  KIT digital
services nearly 2,500 clients in 50+ countries including some of
the world's biggest brands, such as Airbus, The Associated Press,
AT&T, BBC, BSkyB, Disney-ABC, Google, HP, MTV, News Corp, Sky
Deutschland, Sky Italia, Telecom Argentina, Telecom Italia,
Telefonica, Universal Studios, Verizon, Vodafone VRT and
Volkswagen.

KIT digital filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case
No. 13-11298) in Manhattan on April 25, 2013.  The Debtor
disclosed $310,206,684 in assets and $23,011,940 in liabilities.

KIT's operating subsidiaries, including Ioko 365, Polymedia,
Kewego, Multicast and Megahertz are not included in the Chapter 11
filing.

Jennifer Feldsher, Esq., and Anna Rozin, Esq., at Bracewell &
Giuliani LLP, in New York, serve as counsel to the Debtor.
American Legal Claims Services LLC is the claims and noticing
agent and the administrative agent.


LEHMAN BROTHERS: Creditors' Attorneys Fees Unfair, US Trustee Says
------------------------------------------------------------------
Eric Hornbeck of BankruptcyLaw360 reported that Elliott Management
Corp., the Bank of New York Mellon Corp. and five other large
Lehman Brothers Holdings Inc. creditors shouldn't get $26 million
in extra attorneys' fees for themselves and their outside counsel,
the U.S. trustee argued in an appeal.

According to the report, U.S. Trustee Tracy Hope Davis said the
seven individual members of Lehman's unsecured creditors'
committee never should have been allowed to collect the $26
million in fees and expenses on top of the $194 million awarded to
the committee and its counsel.

                       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 and a second payment of $10.2 billion on Oct. 1.  A
third distribution was set for around March 30, 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.


M*MODAL INC: Bank Debt Trades at 2% Off
---------------------------------------
Participations in a syndicated loan under which M*Modal Inc is a
borrower traded in the secondary market at 97.65 cents-on-the-
dollar during the week ended Friday, June 28, 2013 according to
data compiled by LSTA/Thomson Reuters MTM Pricing and reported in
The Wall Street Journal.  This represents a drop of 0.80
percentage points from the previous week, The Journal relates.
M*Modal Inc pays 550 basis points above LIBOR to borrow under the
facility.  The bank loan matures on Aug. 20, 2019. The bank debt
carries Moody's B1 rating and Standard & Poor's B+ rating.  The
loan is one of the biggest gainers and losers among 230 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.


MERISEL INC: Amends Schedule 13E-3 Transaction Statement
--------------------------------------------------------
Merisel, Inc., has amended its Schedule 13E-3 transaction
statement with the U.S. Securities and Exchange Commission
pursuant to which Saints Capital Granite, L.P., will contribute
all of the shares of Merisel common stock that it holds to Merisel
Saints Newco, Inc., a newly formed wholly-owned subsidiary of
Saints.

Upon effectiveness of the merger, each share of Merisel common
stock held by New Merisel will be cancelled and each of the 100
currently outstanding shares of New Merisel common stock held by
Saints will be converted into 225,000 shares of Merisel.  Upon the
effective date of the merger, each share of Merisel common stock
will be cancelled and automatically converted into the right to
receive $0.17 in cash, without interest.

Saints Capital is currently the holder of 22,500,000 shares of
Merisel common stock, $0.01 par value per share, representing
approximately 91.0 percent of the outstanding shares of common
stock of MSEL. Saints also holds $2.5 million aggregate principal
amount of debt securities that are convertible into shares of
Merisel common stock at a rate of $0.10 per share and, therefore,
Saints is deemed to be the beneficial owner of approximately 95.5
percent of the Merisel common stock.

A copy of the amended Schedule 13E-3 is available for free at:

                         http://is.gd/g2d4Rv

                            About Merisel

Merisel operates in a single reporting segment, the visual
communications services business.  It entered that business
beginning March 2005, through a series of acquisitions, which
continued through 2006.  These acquisitions include Color Edge,
Inc., and Color Edge Visual, Inc.; Comp 24, LLC; Crush Creative,
Inc.; Dennis Curtin Studios, Inc.; Advertising Props, Inc.; and
Fuel Digital, Inc.

Merisel incurred a net loss of $18.13 million in 2012, as compared
with a net loss of $2.45 million in 2011.  The Company's balance
sheet at March 31, 2013, showed $25.13 million in total assets,
$37.17 million in total liabilities and a $12.04 million total
stockholders' defict.


MF GLOBAL: Corzine Defends Bid for Insurers to Cover Fees
---------------------------------------------------------
Patrick Fitzgerald, writing for Dow Jones Newswires' Daily
Bankruptcy Review, reported that lawyers for former MF Global
Chief Executive Jon S. Corzine are defending his bid to have the
failed brokerage's insurers pay for his legal defense.

                          About MF Global

New York-based MF Global -- http://www.mfglobal.com/-- was one of
the world's leading brokers of commodities and listed derivatives.
MF Global provides access to more than 70 exchanges around the
world.  The firm also was one of 22 primary dealers authorized to
trade U.S. government securities with the Federal Reserve Bank of
New York.  MF Global's roots go back nearly 230 years to a sugar
brokerage on the banks of the Thames River in London.

On Oct. 31, 2011, MF Global Holdings Ltd. and MF Global Finance
USA Inc. filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y.
Case Nos. 11-15059 and 11-5058), after a planned sale to
Interactive Brokers Group collapsed.  As of Sept. 30, 2011, MF
Global had $41,046,594,000 in total assets and $39,683,915,000 in
total liabilities.

On Nov. 7, 2011, the United States Trustee appointed the statutory
creditors' committee in the Debtors' cases.  At the behest of the
Statutory Creditor's Committee, the Court directed the U.S.
Trustee to appoint a chapter 11 trustee.  On Nov. 28, 2011, the
Bankruptcy Court entered an order approving the appointment of
Louis J. Freeh, Esq., of Freeh Group International Solutions, LLC,
as Chapter 11 trustee.

On Dec. 19, 2011, MF Global Capital LLC, MF Global Market Services
LLC and MF Global FX Clear LLC filed voluntary Chapter 11
petitions (Bankr. S.D.N.Y. Case Nos. 11-15808, 11-15809 and
11-15810).  On Dec. 27, the Court entered an order installing Mr.
Freeh as Chapter 11 Trustee of the New Debtors.

On March 2, 2012, MF Global Holdings USA Inc. filed a voluntary
Chapter 11 petition (Bankr. S.D.N.Y. Case No. 12-10863), and Mr.
Freeh also was installed as its Chapter 11 Trustee.

Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel.  The Garden City Group, Inc., serves as
claims and noticing agent.  The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of MF
Global Finance USA Inc.

The Chapter 11 Trustee has tapped (i) Freeh Sporkin & Sullivan
LLP, as investigative counsel; (ii) FTI Consulting Inc., as
restructuring advisors; (iii) Morrison & Foerster LLP, as
bankruptcy counsel; and (iv) Pepper Hamilton as special counsel.

The Official Committee of Unsecured Creditors has retained
Capstone Advisory Group LLC as financial advisor, while lawyers at
Proskauer Rose LLP serve as counsel.

The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers.  James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act.  He is a partner at Hughes
Hubbard & Reed LLP in New York.

Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.

In April 2013, the Bankruptcy Court approved MF Global Holdings'
plan to liquidate its assets.  Bloomberg News reported that the
court-approved disclosure statement initially told
creditors with $1.134 billion in unsecured claims against the
parent holding company why they could expect a recovery of 13.4%
to 39.1% from the plan.  As a consequence of a settlement with
JPMorgan, supplemental materials informed unsecured creditors
their recovery was reduced to the range of 11.4% to 34.4%.  Bank
lenders will have the same recovery on their $1.174 billion claim
against the holding company.  As a consequence of the settlement,
the predicted recovery became 18% to 41.5% for holders of $1.19
billion in unsecured claims against the finance subsidiary,
one of the companies under the umbrella of the holding company
trustee.  Previously, the predicted recovery was 14.7% to 34% on
bank lenders' claims against the finance subsidiary.


MF GLOBAL: Won't Challenge Firm $40MM Cap On Attys' Fees
--------------------------------------------------------
Kathryn Brenzel of BankruptcyLaw360 reported that MF Global Inc.'s
bankruptcy plan administrator said that it won't object to a "hard
cap" on a proposed limit increase to $40 million on attorney fees
in New York bankruptcy court, while insurers say those arguing for
a modified limit are those who caused fees to increase at an
"alarming rate" in the first place.

According to the report, the administrator, MF Global Holdings
Inc., doesn't oppose a request made by commodities customers to
make a proposed $40 million limit on defense costs firm rather
than a "soft cap."

                          About MF Global

New York-based MF Global -- http://www.mfglobal.com/-- was one of
the world's leading brokers of commodities and listed derivatives.
MF Global provides access to more than 70 exchanges around the
world.  The firm also was one of 22 primary dealers authorized to
trade U.S. government securities with the Federal Reserve Bank of
New York.  MF Global's roots go back nearly 230 years to a sugar
brokerage on the banks of the Thames River in London.

On Oct. 31, 2011, MF Global Holdings Ltd. and MF Global Finance
USA Inc. filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y.
Case Nos. 11-15059 and 11-5058), after a planned sale to
Interactive Brokers Group collapsed.  As of Sept. 30, 2011, MF
Global had $41,046,594,000 in total assets and $39,683,915,000 in
total liabilities.

On Nov. 7, 2011, the United States Trustee appointed the statutory
creditors' committee in the Debtors' cases.  At the behest of the
Statutory Creditor's Committee, the Court directed the U.S.
Trustee to appoint a chapter 11 trustee.  On Nov. 28, 2011, the
Bankruptcy Court entered an order approving the appointment of
Louis J. Freeh, Esq., of Freeh Group International Solutions, LLC,
as Chapter 11 trustee.

On Dec. 19, 2011, MF Global Capital LLC, MF Global Market Services
LLC and MF Global FX Clear LLC filed voluntary Chapter 11
petitions (Bankr. S.D.N.Y. Case Nos. 11-15808, 11-15809 and
11-15810).  On Dec. 27, the Court entered an order installing Mr.
Freeh as Chapter 11 Trustee of the New Debtors.

On March 2, 2012, MF Global Holdings USA Inc. filed a voluntary
Chapter 11 petition (Bankr. S.D.N.Y. Case No. 12-10863), and Mr.
Freeh also was installed as its Chapter 11 Trustee.

Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel.  The Garden City Group, Inc., serves as
claims and noticing agent.  The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of MF
Global Finance USA Inc.

The Chapter 11 Trustee has tapped (i) Freeh Sporkin & Sullivan
LLP, as investigative counsel; (ii) FTI Consulting Inc., as
restructuring advisors; (iii) Morrison & Foerster LLP, as
bankruptcy counsel; and (iv) Pepper Hamilton as special counsel.

The Official Committee of Unsecured Creditors has retained
Capstone Advisory Group LLC as financial advisor, while lawyers at
Proskauer Rose LLP serve as counsel.

The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers.  James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act.  He is a partner at Hughes
Hubbard & Reed LLP in New York.

Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.

In April 2013, the Bankruptcy Court approved MF Global Holdings'
plan to liquidate its assets.  Bloomberg News reported that the
court-approved disclosure statement initially told
creditors with $1.134 billion in unsecured claims against the
parent holding company why they could expect a recovery of 13.4%
to 39.1% from the plan.  As a consequence of a settlement with
JPMorgan, supplemental materials informed unsecured creditors
their recovery was reduced to the range of 11.4% to 34.4%.  Bank
lenders will have the same recovery on their $1.174 billion claim
against the holding company.  As a consequence of the settlement,
the predicted recovery became 18% to 41.5% for holders of $1.19
billion in unsecured claims against the finance subsidiary,
one of the companies under the umbrella of the holding company
trustee.  Previously, the predicted recovery was 14.7% to 34% on
bank lenders' claims against the finance subsidiary.


MICRON TECHNOLOGY: S&P Revises Outlook and Affirms 'BB-' CCR
------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Boise,
Idaho-based Micron Technology Inc. to stable from negative.  S&P
affirmed the ratings, including its 'BB-' corporate credit rating,
on the company.

"The outlook revision reflects improving conditions in the memory
market business, our expectation for further pricing stability
following Micron's pending acquisition of Elpida Memory Inc. in
support of industry consolidation, and our view that Micron will
maintain leverage at less than 3.0x as a result of a more
favorable industry environment," said Standard & Poor's credit
analyst John Moore.

"Micron's market shares in DRAM and NAND (each a type of
semiconductor memory) trail industry leader Samsung Electronics
Co. Ltd. (A/Positive/--) and lag Toshiba Corp. (BBB/Stable/--) in
NAND, according to IHS iSuppli.  We expect the company's DRAM
industry consolidation plans, including its pending acquisition of
Elpida and incremental DRAM supply from Inotera Memories Inc., a
joint venture between Nanya Technology Corp. (an affiliate of the
Formosa Plastics Group) and Micron, will bring its DRAM revenue
market share growth over the coming year to about a 25% revenue
share, the second-largest revenue share and about 60% of Samsung's
share.  In addition, we believe that Micron will have
opportunities to increase its share given its access to Elpida's
mobile DRAM technology and the potential for some of Samsung's
competitors to source their memory semiconductors from Micron,"
S&P noted.

"The stable outlook reflects our expectation that Micron's primary
DRAM and NAND semiconductor memory markets will remain highly
volatile, but that its pending acquisition of Elpida will mitigate
new capacity spending and result in reduced cyclical variation,
with leverage contained to between 2x to 3x.  We could lower the
ratings if operating results deteriorate such that leverage
unexpectedly approaches 3x or more. Given Micron's business risk
profile, weak cash flow generation, and exposure to industry
volatility, an upgrade is unlikely over the next year.  However,
if Micron demonstrates greater consistency of earnings subsequent
to its Elpida acquisition and can sustain leverage in the low-2x
area or lower, we could raise the ratings over the longer term,"
S&P said.


MOBIVITY HOLDINGS: Names Geri Suster Chief Operating Officer
------------------------------------------------------------
Geri Suster was appointed as the Company's Chief Operating Officer
of Mobivity Holdings Corp. effective as of June 21, 2013.

Prior to joining the Company, Ms. Suster served as the Vice
President of Operations of ZipLocal, a Goldman Sachs company,
which is a provider of a variety of print and digital advertising
solutions to local businesses across the United States.  Ms.
Suster joined ZipLocal in 2008 and was responsible for all
production, customer service, IT, printing and distribution of
both on-line and printed directory products.  Ms. Suster studied
journalism at San Diego State University-California State
University.

Effective as of June 21, 2013, the Company entered into an
employment agreement with Ms. Suster in connection with her
services as Chief Operating Officer, pursuant to the compensation
terms and arrangement approved by the Compensation Committee of
the Board.  Ms. Suster will be paid a base salary of $170,000 per
annum.  The Company's Board may also award an annual bonus of up
to 33 percent of the base salary for achieving milestones as
defined by the Board from time to time.

Ms. Suster will also be granted options to purchase that number of
shares of common stock of the Company equal to 1.5 percent of the
Company's outstanding shares, pursuant to the terms and conditions
of the Company's incentive stock option plan, if and when adopted
by the Company.  The options have a term of five years and are
subject to early termination based on the termination of Ms.
Suster's employment with the Company.

Meanwhile, each of Fraser Clarke and David Souaid resigned from
the Board of Directors of Mobivity Holdings Corp. effective
June 20, 2013.

                     About Mobivity Holdings

Mobivity Holdings Corp. was incorporated as Ares Ventures
Corporation in Nevada in 2008.  On Nov. 2, 2010, the Company
acquired CommerceTel, Inc., which was wholly-owned by CommerceTel
Canada Corporation, in a reverse merger.  Pursuant to the Merger,
all of the issued and outstanding shares of CommerceTel, Inc.,
common stock were converted, at an exchange ratio of 0.7268-for-1,
into an aggregate of 10,000,000 shares of the Company's common
stock, and CommerceTel, Inc., became a wholly owned subsidiary of
the Company.  In connection with the Merger, the Company changed
its corporate name to CommerceTel Corporation on Oct. 5, 2010.
In connection with the Company's acquisition of assets from
Mobivity, LLC, the Company changed its corporate name to Mobivity
Holdings Corp. and its operating company to Mobivity, Inc, on
Aug. 23, 2012.

Mobivity Holdings disclosed a net loss of $7.33 million in 2012,
as compared with a net loss of $16.31 million in 2011.

M&K CPAS, PLLC, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012, citing recurring operating losses and
negative cash flows from operations and dependence on additional
financing to fund operations which raise substantial doubt about
the Company's ability to continue as a going concern.

The Company's balance sheet at March 31, 2013, showed $3.25
million in total assets, $10.25 million in total liabilities, all
current, and a $6.99 million total stockholders' deficit.

                         Bankruptcy Warning

"...[A]ll of our assets are currently subject to a first priority
lien in favor of the holders of our outstanding convertible notes
payable in the current aggregate principal amount of $4,521,378.
The notes are due on October 15, 2013, if we are unable to repay
or refinance our obligations under those notes by October 15,
2013, the holders of the notes will have the right to foreclose on
their security interests and seize our assets.  To avoid such an
event, we may be forced to seek bankruptcy protection, however a
bankruptcy filing would, in all likelihood, materially adversely
affect our ability to continue our current level of operations.
In the event we are not able to refinance or repay the notes, but
negotiate for a further extension of the maturity date of the
notes, we may be required to pay significant extension fees in
cash or shares of our equity securities or otherwise make other
forms of concessions that may adversely impact the interests of
our common stockholders.


MONEY TREE: Amended Joint Liquidation Plan Declared Effective
-------------------------------------------------------------
Small Loans, Inc., et al., notified the U.S. Bankruptcy Court for
the Middle District of Alabama that the Effective Date of their
Amended Joint Plan of Liquidation occurred on May 22, 2013.

On May 7, the Court entered the order approving the Disclosure
Statement and confirming the Amended Joint Plan proposed by the
Omnibus Official Committee of Unsecured Creditors and S. Gregory
Hays, the Chapter 11 trustee.

The Plan is based on extensive arm's-length negotiations among the
Committee, the Chapter 11 trustee and representatives of the major
creditors.  The Plan has been accepted or deemed accepted by the
holders of claims in all Classes entitled to vote on the Plan.

As reported in the TCR on April 4, 2013, the Plan is a liquidating
Plan.  Substantially all of the Debtors' assets have been sold,
excluding, without limitation, cash and causes of action.  The
Plan provides for the liquidation and conversion to cash of the
Debtors' remaining assets and the distribution of the net proceeds
realized by a liquidating trustee to the holders of allowed
claims.  A post-confirmation committee will also have an active
role in pursuing litigation and managing the estates' affairs
postpetition.

The Plan anticipates extensive post-confirmation litigation.  It
is believed that the Estates possess valuable claims against
numerous third parties which may exceed the value of the sales
proceeds of the Debtors' assets.

Allowed secured claims (Class 1) are unimpaired under the Plan.
Holders of these claims will receive the collateral securing their
liens on, or as soon as reasonably practicable after, the
effective date of the Plan.

Holders of allowed general unsecured claims (Class 3) will be paid
pro rata from available funds, to the extent funds are available
and until such Claims are paid in full, after the later of:

  (a) 30 days after the payment of all allowed administrative
      claims, allowed priority tax claims, allowed priority non-
      tax claims, secured claims, and convenience class of
      unsecured claims (Class 2); or

  (b) if an objection is pending at such time, no later than the
      15th Business Day after such Claim becomes allowed.

The total amount of the initial distribution will be 90% of the
available funds.

Existing interests in the Debtor (Class 5) will be canceled as of
the Effective Date.  The holders of these interests will not
receive or retain any Distribution or other property on account of
the interests.

A copy of the Disclosure Statement, as amended, is available at:

          http://bankrupt.com/misc/moneytree.doc795.pdf

                         About Money Tree

Headquartered in Bainbridge, Georgia, The Money Tree Inc. --
http://www.moneytreeinc.com/-- operates a network of lending
branches across the Southeast, concentrated in Georgia, Florida
and Alabama.  The Company and four affiliates filed for Chapter 11
bankruptcy (Bankr. M.D. Ala. Case Nos. 11-12254 thru 11-12258) on
Dec. 16, 2011.  The other debtor-affiliates are Small Loans, Inc.,
The Money Tree of Louisiana, Inc., The Money Tree of Florida Inc.,
and The Money Tree of Georgia Inc.

Judge William R. Sawyer oversees the case, replacing Judge Dwight
H. Williams, Jr.  Max A. Moseley, Esq., at Baker Donelson Bearman
Caldwell & Berkow, P.C., serves as the Debtors' counsel.  The
Debtors hired Warren, Averett, Kimbrough & Marino, LLC, as
restructuring advisors.

The Money Tree Inc. disclosed $73,413,612 in assets and
$73,050,785 in liabilities as of the Chapter 11 filing.  The
petitions were signed by Biladley D. Bellville, president.

The Company's subsidiary, Best Buy Autos of Bainbridge Inc., is
not a party to the bankruptcy filing and intends to operate its
business in the ordinary course.

On Jan. 10, 2012, the Court appointed two separate Official
Unsecured Creditors' Committees in The Money Tree Inc. case and
The Money Tree of Georgia Inc. case.  On Jan. 13, 2012, the
Committees moved the Court to consolidate the two into one Omnibus
Official Committee of Unsecured Creditors in the Chapter 11 cases,
which motion was granted on Feb. 28, 2012.  Greenberg Traurig LLP
represents the Committee.  The Committee tapped HGH Associates LLC
as its accountants and financial advisors.

On April 16, 2012, the Debtors filed a Plan of Reorganization and
Disclosure Statement.  Holders of General Unsecured Claims of The
Money Tree, estimated total $586,676, were to receive 95% of their
allowed claims.

The Debtors, however, failed to move forward with their Plan as
the Court stripped the Company's management of control and
appointed S. Gregory Hays as Chapter 11 Trustee.  Daniel D.
Sparks, Esq., and Bradley R. Hightower, Esq., at Christian & Small
LLP, in Birmingham, Alabama, represent the Chapter 11 Bankruptcy
Trustee.

John D. Elrod, Esq., and R. Kyle Woods, Esq., at Greenberg
Traurig, LLP, in Atlanta, Georgia, represent the Committee as
counsel.


MOTORS LIQUIDATION: Court Orders Mediation in Nova Scotia Matter
----------------------------------------------------------------
The bankruptcy court for the Southern District of New York has
required the commencement of a mediation process in the ongoing
litigation by the Motors Liquidation Company GUC Trust to
disallow, equitably subordinate or reduce certain claims filed in
the bankruptcy cases of Motors Liquidation Company and its
affiliates by or on behalf of the holders of notes issued in 2003
by General Motors Nova Scotia Finance Company.  A copy of the
Bankruptcy Court Order is available on the GUC Trust Web site
(http://www.mlcguctrust.com/).

                      About Motors Liquidation

General Motors Corporation and three of its affiliates filed for
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on
June 1, 2009.  The Honorable Robert E. Gerber presides over the
Chapter 11 cases.  Harvey R. Miller, Esq., Stephen Karotkin,
Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges
LLP, assist the Debtors in their restructuring efforts.  Al Koch
at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as
the Chief Executive Officer for Motors Liquidation Company.  GM
is also represented by Jenner & Block LLP and Honigman Miller
Schwartz and Cohn LLP as counsel.  Cravath, Swaine, & Moore LLP
is providing legal advice to the GM Board of Directors.  GM's
financial advisors are Morgan Stanley, Evercore Partners and the
Blackstone Group LLP.  Garden City Group is the claims and notice
agent of the Debtors.

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

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

On Dec. 15, 2011, Motors Liquidation Company was dissolved.  On
the Dissolution Date, pursuant to the Plan and the Motors
Liquidation Company GUC Trust Agreement, dated March 30, 2011,
between the parties thereto, the trust administrator and trustee
-- GUC Trust Administrator -- of the Motors Liquidation Company
GUC Trust, assumed responsibility for the affairs of and certain
claims against MLC and its debtor subsidiaries that were not
concluded prior to the Dissolution Date.


MPG OFFICE: Now Holds 99.9% of Operating Partnership
----------------------------------------------------
MPG Office Trust, Inc., issued 110,000 shares of its common stock
in exchange for the same number of operating partnership units in
response to notices of redemption from Robert F. Maguire III and
related entities.  As a result of the redemption, Robert F.
Maguire III and related entities no longer hold a position in the
operating partnership of the Company.  The Company now owns 99.96
percent of MPG Office, L.P., its Operating Partnership.

                       About MPG Office Trust

MPG Office Trust, Inc., fka Maguire Properties Inc. --
http://www.mpgoffice.com/-- owns and operates Class A office
properties in the Los Angeles central business district and is
primarily focused on owning and operating high-quality office
properties in the Southern California market.  MPG Office Trust is
a full-service real estate company with substantial in-house
expertise and resources in property management, marketing,
leasing, acquisitions, development and financing.

For the year ended Dec. 31, 2012, the Company reported net income
of $396.11 million, as compared with net income of $98.22 million
on $234.96 million of total revenue during the prior year.  The
Company's balance sheet at March 31, 2013, showed $1.45 billion in
total assets, $1.98 billion in total liabilities, and a $530.56
million total deficit.

In its Form 10-K filing with the Securities and Exchange
Commission for the fiscal year ended Dec. 31, 2012, the Company
said it is working to address challenges to its liquidity
position, particularly debt maturities, leasing costs and capital
expenditures.  The Company said, "We do not currently have
committed sources of cash adequate to fund all of our potential
needs, including our 2013 debt maturities. If we are unable to
raise additional capital or sell assets, we may face challenges in
repaying, extending or refinancing our existing debt on favorable
terms or at all, and we may be forced to give back assets to the
relevant mortgage lenders. While we believe that access to future
sources of significant cash will be challenging, we believe that
we will have access to some of the liquidity sources identified
above and that those sources will be sufficient to meet our near-
term liquidity needs."

On March 11, 2013, the Company entered into an agreement to sell
US Bank Tower and the Westlawn off-site parking garage.  The
transaction is expected to close June 28, 2013, subject to
customary closing conditions.  The net proceeds from the
transaction are expected to be roughly $103 million, a portion of
which may potentially be used to make loan re-balancing payments
on the Company's upcoming 2013 debt maturities at KPMG Tower and
777 Tower.

Roughly $898 million of the company's debt matures in 2013.

"Our ability to access the capital markets to raise capital is
highly uncertain.  Our substantial indebtedness may prevent us
from being able to raise debt financing on acceptable terms or at
all.  We believe we are unlikely to be able to raise equity
capital in the capital markets," the Company said.

"Future sources of significant cash are essential to our liquidity
and financial position, and if we are unable to generate adequate
cash from these sources we will have liquidity-related problems
and will be exposed to material risks. In addition, our inability
to secure adequate sources of liquidity could lead to our eventual
insolvency."


MPG OFFICE: Brookfield Extends Tender Offer Expiration to July 17
-----------------------------------------------------------------
Brookfield Office Properties Inc. has extended the previously
announced cash tender offer made by its direct wholly-owned
subsidiary Brookfield DTLA Inc. to purchase all outstanding shares
of preferred stock of MPG Office Trust, Inc., until midnight, New
York City time, on Wednesday, July 17, 2013.  BPO previously
announced its intention to acquire MPG through a newly formed fund
controlled by BPO (the DTLA Fund) on Thursday, April 25, 2013,
pursuant to a merger agreement executed on April 24, 2013.  Upon
the closing of the tender offer, preferred stockholders of MPG
will receive $25.00 in cash for each share of MPG preferred stock
validly tendered and not validly withdrawn in the offer, without
interest and less any required withholding taxes.  Shares of MPG
preferred stock that are tendered and accepted for payment in the
tender offer will not receive any accrued and unpaid dividends on
those shares.

BPO also announced that DTLA Inc. is assigning all of its rights
and obligations with respect to the tender offer to a direct
wholly-owned subsidiary of the DTLA Fund (the Maryland Purchaser).
The assignment of the tender offer to the Maryland Purchaser will
not affect tendering stockholders in the offer.

The tender offer had been previously set to expire at 12:00
midnight, New York City time, at the end of Friday, July 12, 2013.
Except for the extension of the expiration date and the assignment
of the offer from DTLA Inc. to the Maryland Purchaser, all other
terms and conditions of the tender offer remain unchanged.

The Depositary and Paying Agent for the tender offer is American
Stock Transfer & Trust Company, LLC, 6201 15th Avenue, Brooklyn,
New York 11219.  The Information Agent for the tender offer is
MacKenzie Partners, Inc., 105 Madison Avenue, New York, New York
10016.  The tender offer materials may be obtained at no charge by
directing a request by mail to MacKenzie Partners, Inc., or by
calling (800) 322-2885.  Fried, Frank, Harris, Shriver & Jacobson
LLP is acting as legal advisor to BPO.

Based on information received from the Depositary, as of June 26,
2013, approximately 2,530 shares of MPG preferred stock had been
tendered and not withdrawn from the offer.  Stockholders who have
already tendered their shares do not have to re-tender their
shares or take any other action as a result of the extension of
the expiration date.

                       About MPG Office Trust

MPG Office Trust, Inc., fka Maguire Properties Inc. --
http://www.mpgoffice.com/-- owns and operates Class A office
properties in the Los Angeles central business district and is
primarily focused on owning and operating high-quality office
properties in the Southern California market.  MPG Office Trust is
a full-service real estate company with substantial in-house
expertise and resources in property management, marketing,
leasing, acquisitions, development and financing.

For the year ended Dec. 31, 2012, the Company reported net income
of $396.11 million, as compared with net income of $98.22 million
on $234.96 million of total revenue during the prior year.  The
Company's balance sheet at March 31, 2013, showed $1.45 billion in
total assets, $1.98 billion in total liabilities, and a $530.56
million total deficit.

In its Form 10-K filing with the Securities and Exchange
Commission for the fiscal year ended Dec. 31, 2012, the Company
said it is working to address challenges to its liquidity
position, particularly debt maturities, leasing costs and capital
expenditures.  The Company said, "We do not currently have
committed sources of cash adequate to fund all of our potential
needs, including our 2013 debt maturities. If we are unable to
raise additional capital or sell assets, we may face challenges in
repaying, extending or refinancing our existing debt on favorable
terms or at all, and we may be forced to give back assets to the
relevant mortgage lenders. While we believe that access to future
sources of significant cash will be challenging, we believe that
we will have access to some of the liquidity sources identified
above and that those sources will be sufficient to meet our near-
term liquidity needs."

On March 11, 2013, the Company entered into an agreement to sell
US Bank Tower and the Westlawn off-site parking garage.  The
transaction is expected to close June 28, 2013, subject to
customary closing conditions.  The net proceeds from the
transaction are expected to be roughly $103 million, a portion of
which may potentially be used to make loan re-balancing payments
on the Company's upcoming 2013 debt maturities at KPMG Tower and
777 Tower.

Roughly $898 million of the company's debt matures in 2013.

"Our ability to access the capital markets to raise capital is
highly uncertain.  Our substantial indebtedness may prevent us
from being able to raise debt financing on acceptable terms or at
all.  We believe we are unlikely to be able to raise equity
capital in the capital markets," the Company said.

"Future sources of significant cash are essential to our liquidity
and financial position, and if we are unable to generate adequate
cash from these sources we will have liquidity-related problems
and will be exposed to material risks. In addition, our inability
to secure adequate sources of liquidity could lead to our eventual
insolvency."


MUNDY RANCH: Court Signs Off Stipulated Order Relating to Sale
--------------------------------------------------------------
The Hon. Robert H. Jacobvitz of the U.S. Bankruptcy Court for the
District of New Mexico signed off on a stipulated order resolving
objections to Mundy Ranch, Inc.'s request to, among other things,
sell assets.

The stipulated order provides for:

   1. the resolution of Valley National Bank's objections to the
Debtor's motion to employ Moptex, LLC as a broker to sell certain
real property of the Debtor;

   2. the resolution of VNB's and Rabo Agrifinance's objections to
the Debtor's motion to sell to Jimmy Putman And Tammie Brock;

   3. the resolution of VNB's and Rabo Agrifinance's objections to
the Debtor's motion to sell to 140 Acres;

   4. the resolution of VNB's motion for relief to proceed with
foreclosure;

   5. the resolution of VNB's motion to convert from a Chapter 11
Case to once under Chapter 7 of the Bankruptcy Code;

   6. the estate's employment of Hall and Hall as broker and
auctioneer;

   7. the establishment sales procedures or in the alternative
auction procedures; and

   8. adequate protection payments.

The Court said that, among other things:

   -- the motion to employ Moptex, LLC is denied because the
Debtor and VNB agreed that employing H&H as the broker and
auctioneer resolves VNB's objection to the employment motion;

   -- H&H will (i) have the listing of the property and exclusive
authority to negotiate the terms and conditions of any sales
agreement on behalf of the Bankruptcy Estate for the sale of the
Property or any portion thereof through the auction date; and (ii)
market and hold an auction on the auction date.

   -- the Putman Unsecured and Secured Sale Motions are approved.
From the proceeds of the Putman Unsecured Sale, $35,000 will be
sequestered by the Debtor and deposited into a separate debtor-in-
possession account, on which Debtor's counsel will have signatory
authority, which funds will be set aside and used specifically for
H&H's Auction Marketing Fee. The auction marketing fee will be
paid to H&H on Sept. 17, 2013, will be non-refundable, and will be
used by H&H for Auction marketing expenses.  The remaining balance
of the proceeds of the Putman Unsecured Sale will be held by the
Debtor until further order of the Court.

   -- any motion to approve any agreement negotiated by H&H, will
be filed no later than Sept. 16, 2013, or such later date as is
agreed upon in writing by H&H, VNB, and the Debtor;

   -- if no motion is filed by Sept. 16, 2013, the property will
be sold at an auction to be held on the auction date.

   -- if no sale of the property, or any portion thereof, has
closed by Nov. 1, 2013, VNB is granted relief from the automatic
stay to pursue the foreclose action without further notice or
hearing.

Christopher M. Gatton, Esq., at the Law Office of George "Dave"
Giddens, P.C., represents the Debtor in its restructuring efforts.

As reported in the Troubled Company Reporter on April 15, 2013,
the Debtor sought court approval for the sale of the 67.73 acres
of vacant real property pursuant to the terms and conditions of
the Realtors Association of New Mexico Purchase Agreement - Vacant
Land, free and clear of all claims, liens, and other interests, to
Jimmy Dale Putman and Tammie Marie Brock.  The Debtor asked the
Court to approve the limited employment of and compensation to
Freedom Realty, Inc. (Michele Marino) in the total amount of $125.

The TCR reported on April 2, 2013, that the Debtor asked for court
permission to employ Moptex LLC (Jeff Copeland), as broker for the
sale of the 5500 acre real property tract identified as the "Mundy
Ranch".

                         About Mundy Ranch

Mundy Ranch Inc. -- http://www.mundyranch.com/-- is a family-
owned corporation organized under the laws of the State of New
Mexico with its principal place of business in Rio Arriba County,
New Mexico.  Mundy Ranch sells undeveloped parcels of real
property in northern New Mexico which together occupy
approximately 6,000 acres of land.  The majority of the land
consists of an undivided 5,500 acre parcel, which is also called
Mundy Ranch.  Mundy Ranch scheduled the Mundy Ranch Parcel as
having a value of $17,000,000, with secured claims against the
Mundy Ranch Parcel in the amount of $2,095,000.  Mundy Ranch
generates substantially all of its revenue from developing and
selling parcels of land.  It generates a small amount of revenue
by selling Christmas trees.

Mundy Ranch, Inc., filed a Chapter 11 petition (Bankr. D. N.M.
Case No. 12-13015) in Albuquerque, New Mexico.  The Law Office of
George Dave Giddens, PC, in Albuquerque, serves as counsel to the
Debtor.  The Debtor estimated assets of $10 million to $50 million
and debts of up to $10 million.


NATIONAL HOLDINGS: Inks Compensation Plan with Co-Exec. Chairman
----------------------------------------------------------------
National Holdings Corporation entered into a Co-Executive Chairman
Compensation Plan with Robert B. Fagenson, providing for the terms
of his employment as Co-Executive Chairman for a period beginning
Jan. 25, 2013, and ending on Sept. 30, 2015.  Mr. Fagenson will
initially receive a base salary $1.00 per annum.  From and after
Sept. 30, 2013, Mr. Fagenson's base salary for the remainder of
the Term will be as determined by the Compensation Committee of
the Board of Directors of the Company from the Board of Directors,
who will review Mr. Fagenson's base salary no less frequently than
each fiscal year; provided however that his base salary for any
year beginning Oct. 1, 2013, will not be less than $180,000 per
year.  Mr. Fagenson will be eligible to an annual bonus for each
fiscal year of the Term as determined by the Compensation
Committee.  During the Term, Mr. Fagenson will serve as a member
of the Executive Committee of the Company.

Mr. Fagenson received a grant of nonforfeitable, nonqualified
stock options to purchase 1,500,000 shares of common stock of the
Company under the Company's 2013 Omnibus Stock Incentive Plan.

The Company and Mark Goldwasser entered into an amendment to Mr.
Goldwasser's employment agreement, dated as of July 1, 2008, as
amended on Nov. 23, 2009, and Nov. 23, 2009.  Pursuant to the
Amendment, among other things:

   (i) Mr. Goldwasser's base salary (1) for the fiscal year period
       ended Sept. 30, 2013, will be at the annual rate of
       $400,000 per annum; (2) for the fiscal year ended Sept. 30,
       2014, will be at the annual rate of $440,000 per annum; and
      (3) for the fiscal year ended Sept. 30, 2015, will be at the
       annual rate of $460,000 per annum;

  (ii) the term of the Employment Agreement will end on Sept. 30,
       2015;

(iii) for fiscal year ending Sept. 30, 2013, all other bonus
       plans will be replaced by a quarterly bonus plan based on
       9 percent of the positive adjusted EBITDA reported by the
       Company with a maximum of $40,000 earned in any quarter;

  (iv) all bonuses for fiscal years ending Sept. 30, 2014, and
       Sept. 30, 2015, will be at the discretion of the Board of
       Directors of the Company;

   (v) Mr. Goldwasser will not be entitled to any Severance
       Amount and Termination Year Bonus; and

  (vi) if the Employment Agreement is not extended, Mr. Goldwasser
       will be entitled to $400,000 payable pro rata over a 12
       month period beginning Oct. 1, 2015.

Mr. Goldwasser's current options to purchase 1,000,000 options
were modified to provide that (i) those options will expire upon
the earlier to occur of June 20, 2016, and 18 months from the end
of his employment; and (ii)(a) 30 percent of the options will have
an exercise price of $0.30 per share; (b) 30 percent of the
options will have an exercise price of $0.40 per share; (c) 20
percent of the options will have an exercise price of $0.50 per
share; and (d) 20 percent of the options will have an exercise
price of $0.60 per share.

Copies of the Agreements are available for free at:

                        http://is.gd/MFq1iz
                        http://is.gd/cjtjAW

                      About National Holdings

New York, N.Y.-based National Holdings Corporation is a financial
services organization, operating primarily through its wholly
owned subsidiaries, National Securities Corporation, Finance
Investments, Inc., and EquityStation, Inc.  The Broker-Dealer
Subsidiaries conduct a national securities brokerage business
through their main offices in New York, New York, Boca Raton,
Florida, and Seattle, Washington.

The Company incurred a net loss of $1.93 million for the year
ended Sept. 30, 2012, compared with a net loss of $4.71 million
during the prior year.  The Company's balance sheet at March 31,
2013, showed $23.85 million in total assets, $12.88 million in
total liabilities and $10.97 million in total stockholders'
equity.

Sherb & Co., LLP, in Boca Raton, Florida, 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 incurred significant losses and has a working
capital deficit as of Sept. 30, 2012, that raise substantial doubt
about the Company's ability to continue as a going concern.

                         Bankruptcy Warning

"Our independent public accounting firm has issued an opinion on
our consolidated financial statements that states that the
consolidated financial statements were prepared assuming we will
continue as a going concern and further states that our recurring
losses from operations, stockholders' deficit and inability to
generate sufficient cash flow to meet our obligations and sustain
our operations raise substantial doubt about our ability to
continue as a going concern.  Our future is dependent on our
ability to sustain profitability and obtain additional financing.
If we fail to do so for any reason, we would not be able to
continue as a going concern and could potentially be forced to
seek relief through a filing under the U.S. Bankruptcy Code."


NAVISTAR INTERNATIONAL: Appoints Walter Borst as EVP and CFO
------------------------------------------------------------
Navistar International Corporation announced that Walter G. Borst
will join the company as executive vice president and chief
financial officer.  He succeeds Andrew J. Cederoth, whose
departure was announced earlier this week.

Mr. Borst, 51, comes to Navistar from General Motors Company,
where he most recently was the chairman, chief executive officer
and president of GM Asset Management, responsible for managing
approximately $85 billion in assets, predominantly for the GM
benefits plans.  Prior to that, he spent seven years as GM's
treasurer and more than two years as chief financial officer of
Adam Opel AG.

"We are pleased to have Walter joining our leadership team as we
move through our turnaround and reposition our company for future
profitability and long-term success," said Troy A. Clarke,
Navistar's president and CEO.  "Walter is a highly qualified
executive with broad and deep financial expertise.  He has proven
himself in a wide array of key financial leadership roles at one
of the world's largest vehicle manufacturers, all of which makes
him the right person to lead our financial operations and
functions going forward."

"I'm excited to be joining Navistar and look forward to helping
shape the company's financial and strategic direction for the
benefit of its shareholders," said Borst.  "I'm confident that
Navistar is on the right track under Troy Clarke's leadership and
am delighted that I'll have the opportunity to work with him and
the rest of the Navistar team."

Mr. Borst, who officially starts with the company on August 1,
will report to Clarke and serve on the company's senior leadership
team.

Mr. Borst will receive an annual base salary of $700,000, paid on
a monthly basis.  For fiscal years 2013 and 2014, Mr. Borst is
guaranteed a full bonus paid in cash with a target of 75 percent
of base salary.

                   About Navistar International

Navistar International Corporation (NYSE: NAV) --
http://www.Navistar.com/-- is a holding company whose
subsidiaries and affiliates subsidiaries produce International(R)
brand commercial and military trucks, MaxxForce(R) brand diesel
engines, IC Bus(TM) brand school and commercial buses, Monaco RV
brands of recreational vehicles, and Workhorse(R) brand chassis
for motor homes and step vans.  It also is a private-label
designer and manufacturer of diesel engines for the pickup truck,
van and SUV markets.  The Company also provides truck and diesel
engine parts and service.  Another affiliate offers financing
services.

Navistar incurred a net loss attributable to the Company of $3.01
billion for the year ended Oct. 31, 2012, compared with net income
attributable to the Company of $1.72 billion during the prior
year.  As of April 30, 2013, the Company had $8.72 billion in
total assets, $12.36 billion in total liabilities and a $3.64
billion total stockholders' deficit.

                          *     *     *

In the Aug. 3, 2012, edition of the TCR, Moody's Investors Service
lowered Navistar International Corporation's Corporate Family
Rating (CFR), Probability of Default Rating (PDR), and senior note
rating to B2 from B1.  The downgrade of Navistar's ratings
reflects the significant challenges the company will face during
the next eighteen months in re-establishing the profitability and
competitiveness of its US and Canadian truck operations in light
of the failure to achieve EPA certification of its EGR emissions
technology, the significant reductions in military revenues and
substantially higher engine warranty reserves.

As reported by the TCR on June 19, 2013, Standard & Poor's Ratings
Services said it lowered its long-term corporate credit rating on
Illinois-based truckmaker Navistar International Corp. (NAV) to
'B-' from 'B'.  The rating downgrades reflect S&P's negative
reassessment of NAV's business risk profile to "vulnerable" from
"weak".

As reported by the TCR on Jan. 24, 2013, Fitch Ratings has
affirmed the Issuer Default Ratings (IDR) for Navistar
International Corporation and Navistar Financial Corporation at
'CCC' and removed the Negative Outlook on the ratings.  The
removal reflects Fitch's view that immediate concerns about
liquidity have lessened, although liquidity remains an important
rating consideration as NAV implements its selective catalytic
reduction (SCR) engine strategy. Other rating concerns are already
incorporated in the 'CCC' rating.


NEWLEAD HOLDINGS: Files Copies of Lock-Up Agreements
----------------------------------------------------
NewLead Holdings Ltd. delivered to the U.S. Securities and
Exchange Commission copies of the amended and currently in-effect
lock-up agreements in connection with the unwinding of the nickel
wire transaction whereby 3,750 grams of nickel wire had
been contributed to NewLead in exchange for 258,536,585 shares of
common stock of NewLead.  Copies of the Lock-Up Agreements are
available for free at:

                       http://is.gd/bx4sV0
                       http://is.gd/JCDqM2

                   About NewLead Holdings Ltd.

NewLead Holdings Ltd. -- http://www.newleadholdings.com-- is an
international, vertically integrated shipping company that owns
and manages product tankers and dry bulk vessels.  NewLead
currently controls 22 vessels, including six double-hull product
tankers and 16 dry bulk vessels of which two are newbuildings. N
ewLead's common shares are traded under the symbol "NEWL" on the
NASDAQ Global Select Market.

PricewaterhouseCoopers S.A. in Athens, Greece, said in a May 15,
2012, audit report NewLead Holdings Ltd. has incurred a net loss,
has negative cash flows from operations, negative working
capital, an accumulated deficit and has defaulted under its
credit facility agreements resulting in all of its debt being
reclassified to current liabilities.  These raise substantial
doubt about its ability to continue as a going concern, PwC said.

Newlead Holdings's balance sheet balance sheet at June 30, 2012,
showed US$111.28 million in total assets, US$299.37 million in
total liabilities and a US$188.08 million total shareholders'
deficit.


NEWLOOK INDUSTRIES: Trading Suspended After CSNX Policy Default
---------------------------------------------------------------
Newlook Industries Corp. (NLI) is in default of CNSX requirements.
Effective immediately, Newlook Industries is suspended pursuant to
CNSX Policy 3.  The suspension is considered a Regulatory Halt as
defined in National Instrument 23-101 Trading Rules.

Date: Market close, June 27, 2013

Newlook Industries Corp. -- http://www.newlookindustries.com--
focuses on investing in businesses that have a focus on end-to-end
life-cycle solutions for waste; and energy efficient products and
services for residential, commercial and industrial end users.
The company was incorporated in 1999 and is headquartered in King
City, Canada.


NRG ENERGY: Bank Debt Trades at 1% Off
--------------------------------------
Participations in a syndicated loan under which NRG Energy is a
borrower traded in the secondary market at 98.93 cents-on-the-
dollar during the week ended Friday, June 28, 2013 according to
data compiled by LSTA/Thomson Reuters MTM Pricing and reported in
The Wall Street Journal.  This represents a drop of 0.84
percentage points from the previous week, The Journal relates.
NRG Energy pays 200 basis points above LIBOR to borrow under the
facility.  The bank loan matures on July 1, 2018.  The bank debt
is not rated by S&P and Moody's.  The loan is one of the biggest
gainers and losers among 230 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday.

Headquartered in Princeton, New Jersey, NRG owns and operates a
portfolio of power-generating facilities, primarily in Texas and
the Northeast, South Central and Western regions of the US. NRG
also has ownership interests in a generating facility in
Australia. As of 31 December 2012, NRG owned approximately 47,000
megawatts (MW) of electric generation, and had 1,780 MW under
construction. NRG's retail businesses -- Reliant Energy, Green
Mountain Energy, and Energy Plus Holdings -- serve more than
2 million residential, business, commercial and industrial
customers on a combined basis in Texas and, increasingly, in
certain markets in the northeast US. NRG acquired GEN on 14
December 2012.


ONCURE HOLDINGS: Hiring Approvals Sought
----------------------------------------
BankruptcyData reported that OnCure Holdings filed with the U.S.
Bankruptcy Court motions to retain:

   -- Latham & Watkins (Contact: Paul E. Harner) as bankruptcy co-
counsel at the following hourly rates: associate at $315 to 1,055,
counsel at 720 to 1,210, partner at 725 to 1,380, paraprofessional
at 170 to 705;

   -- Richards, Layton & Finger (Contact: Daniel J. DeFranceschi)
as co-counsel at the following hourly rates: Daniel J.
DeFranceschi at $700, Paul N. Heath at 600, Zachary I. Shapiro
425, Tyler D. Semmelman at 375 and William A. Romanowicz at 250;

   -- Match Point Partners (Contact: Bradford C. Burkett) to
provide the services of Bradford C. Burkett to serve as chief
restructuring officer for a monthly fee of $100,000 and an hourly
rate of $150 to 600 for any additional personnel utilized by the
Debtors;

   -- Jefferies (Contact: Richard S. Klein) as financial advisor
and investment banker for a cash fee of up to $125,000 per month;
and

   -- Kurtzman Carson Consultants (Contact: Evan Gershbein) as
claims and noticing agent and administrative advisor at the
following discounted hourly rates: senior managing consultant at
$206.50, senior consultant at 157.50 to 192.50, consultant at
87.50 to 140.00, technology/programming consultant at 70 to 140,
project specialist at 56 to 98 and clerical at 28 to 42.

                       About OnCure Holdings

Headquartered in Englewood, Colorado, OnCure Holdings, Inc. --
http://www.oncure.com/-- provides management services and
facilities to oncology physician groups throughout the country.

OnCure Holdings and its affiliates filed Chapter 11 bankruptcy
petitions (Bankr. D. Del. Case Nos. 13-11540 to 13-11562) in
Wilmington on June 14, 2013.  Bradford C. Burkett signed the
petition as CEO.

On the Petition Date, the Debtors disclosed total assets of
$179,327,000 and total debts of $250,379,000.  There's at least
$15 million owing on a first-lien term loan facility, as well as
$210 million on prepetition secured notes.

Paul E. Harner, Esq., and Keith A. Simon, Esq., at Latham &
Watkins LLP, in New York, serve as the Debtors' lead bankruptcy
counsel.  Daniel J. DeFranceschi, Esq., at Richards, Layton &
Finger P.A., in Wilmington, Delaware, serves as the Debtors' local
Delaware counsel.  Kurtzman Carson Consultants is the claims and
notice agent.  Match Point Partners LLC provides management
services to OnCure.

The Debtors have signed a deal to sell the business to Radiation
Therapy Services Holdings Inc. for $125 million, absent higher and
better offers. RTS's offer comprises $42.5 million in cash (plus
covering certain expenses and subject to certain working capital
adjustments) and up to $82.5 million in assumed debt.  Secured
noteholders are supporting the RTS deal.

Millstein & Co., Kirkland & Ellis LLP, Alvarez & Marsal and
Deloitte advised Radiation Therapy in connection with the
transaction.

Promptly before the bankruptcy filing, the Debtors entered into a
restructuring support agreement with the members of an ad hoc
committee of its secured notes, constituting 100% of the lenders
under the first lien term loan credit agreement and approximately
73% of the secured notes, pursuant to which they have agreed to
support a stand-alone restructuring of the Debtors, subject to an
auction process for a sale of substantially all of the Debtors'
assets or the equity of the reorganized Debtors pursuant to a
chapter 11 plan.


ORCKIT COMMUNICATIONS: Extraordinary General Meeting on July 31
---------------------------------------------------------------
Orckit Communications Ltd. will hold an extraordinary general
meeting of shareholders on July 31, 2013, at 3:00 p.m. (Israel
time), at the offices of the Company, 126 Yigal Allon Street, Tel
Aviv, Israel.  The record date for the meeting is July 1, 2013.

The purposes of the meeting are:

   (1) approval of arrangement between the Company and its Series
       A note holders and Series B note holders and related
       matters, including an amendment to the Company's articles
       of association; and

   (2) approval of a compensation policy for the Company's
       directors and officers, in accordance with the requirements
       of the Israeli Companies Law.

                            About Orckit

Tel-Aviv, Israel-based Orckit Communications Ltd. (TASE: ORCT)
engages in the design, development, manufacture and marketing of
advanced telecom equipment to telecommunication service providers
in metropolitan areas.  The Company's products are transport
telecommunication equipment targeting high capacity packetized
metropolitan networks.

ORCKIT Communications disclosed a net loss of $6.46 million on
$11.19 million of revenues for the year ended Dec. 31, 2012, as
compared with a net loss of $17.38 million on $15.58 million of
revenues for the year ended Dec. 31, 2011.  The Company's balance
sheet at March 31, 2013, showed US$14.93 million in total assets,
US$25.28 million in total liabilities and a US$10.35 million total
capital deficiency.

Kesselman & Kesselman, issued a "going concern" qualification on
the consolidated financial statements for the year ended Dec. 31,
2012.  The independent auditors noted that the Company has a
capital deficiency, recurring losses, negative cash flows from
operating activities and has significant future commitments to
repay its convertible subordinated notes.  These facts raise
substantial doubt as to the Company's ability to continue as a
going concern.


PALI HOLDINGS: Co-Founder Sues for $5.5MM in Damages From Coup
--------------------------------------------------------------
Drew Singer of BankruptcyLaw360 reported that the co-founder of
Pali Holdings Inc. said in a notice that he will sue his former
colleagues at the trading and financial advisory firm for $5.5
million in damages supposedly incurred during a power struggle
that ended in the boutique's bankruptcy.

According to the report, Bradley Reifler is seeking millions he
claims he is owed in unpaid attorneys' fees, including those from
a lawsuit against Jenner & Block LLP, plus a bank loan given to
Pali that Reifler guaranteed in 2008, two years before the
boutique filed for bankruptcy.

                       About Pali Holdings

Pali Holdings Inc. was a New York-based broker dealer.  It filed
for Chapter 11 protection (Bankr. S.D.N.Y. Case No. 10-11727) on
April 1, 2010.  Mark S. Indelicato, Esq., at Hahn & Hessen LLP, in
New York, served as counsel.  The Debtor disclosed $716,257 in
assets and $31,764,247 debts in its schedules.

Pali Holdings filed for bankruptcy protection after failing to
sell its New York-based securities brokerage, Pali Capital Inc.

About six months after the Chapter 11 filing, at the Debtor's
behest, Pali Holdings' case was converted to chapter 7.  Yann
Geron was named Chapter 7 Trustee, and is represented by Fox
Rothschild LLP's John Wait, Esq., and Oksana Wright, Esq.


PAPERWORKS INDUSTRIES: S&P Affirms 'B-' Corporate Credit Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings, including
its 'B-' corporate credit rating, on Philadelphia-based PaperWorks
Industries Holding Corp.  The outlook is negative.

The ratings affirmation follows PaperWorks' amendment to its
credit facilities and extension of the maturity of its asset-based
revolving credit to at least April 2016.

"In our view, the amendment and maturity extension will improve
the company's liquidity position over the next 12 months," said
Standard & Poor's credit analyst Tobias Crabtree.

However, certain covenants are scheduled to revert to prior levels
on June 30, 2014, which, under S&P's operating expectations, could
result in a covenant cushion of less than 5%.  As a result, S&P
has retained its assessment of the company's liquidity position as
"less than adequate".

The negative outlook reflects the risk that liquidity could become
constrained due to reduced cushion under its covenants when
significant step-ups occur in June 2014 even though PaperWorks has
achieved some covenant relief.

S&P could lower its ratings if operating performance falls short
of its expectations or if the company fails to achieve relief on
its covenants that tighten in 2014 in a timely manner.  S&P
expects that this would constrain the company's near-term
liquidity position.  In addition, S&P could lower the ratings if
interest coverage were to decline to below 1x.

S&P could revise the outlook to stable if the company is able to
increase cushion under its covenants after June 2014, either
through greater-than-expected improvement in operating results or
successful implementation of less restrictive covenants, such that
S&P would expect the company to maintain "adequate" liquidity on a
sustained basis.


PENSKE AUTOMOTIVE: S&P Revises Outlook to Pos. & Affirms 'BB-' CCR
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Bloomfield Hills, Mich.-based automotive retailer Penske
Automotive Group Inc. to positive from stable.  S&P's 'BB-'
corporate credit rating on Penske, along with the related issue-
level ratings on the company's debt, remains unchanged.

"Standard & Poor's positive rating outlook on Penske indicates a
one-third or better chance that we could raise the corporate
credit rating in the year ahead," said credit analyst Nancy
Messer.  To raise the rating, S&P would need to view Penske's
business profile as satisfactory, including the company's ability
to sustain profitability.  Specifically, S&P would need to believe
the company can sustain EBITDA margins of 4.0% or better and be on
a trend toward earning return on invested capital (ROIC) of about
12.5%.  S&P currently projects 2013 EBITDA margin of 4.0% and ROIC
of 11.8%.

A revision of the company's business profile to satisfactory could
support an upgrade to the 'BB' corporate credit rating even if S&P
continues to view the company's financial profile as aggressive.
An aggressive financial profile reflects leverage of 4.0x-5.0x,
debt to total capital of 50%-60%, and FFO to total debt of more
than 12% and less than 20%.  The company's credit measures have
been improving since 2009, and we believe further improvement is
possible.  For the 12 months ended March 31, 2013, the company's
adjusted leverage stood at 5.0x, with adjusted EBITDA of
$554.2 million, and its FFO to debt was 13.4%.

To raise the rating, S&P would also need to believe that the
company will employ a moderate financial policy that balances
shareholder expectations for revenue growth with credit quality
that is consistent with a higher rating.

"We could revise the outlook to stable if Penske's aggressive
financial policies increase leverage and we believe that the
company cannot sustain 4.5x-5x leverage.  This could occur if the
U.S. economy falls into another recession -- which would decrease
rather than expand, as we project, demand for vehicles and
maintenance -- or if Penske's European and U.K. operations become
much less profitable than we expect.  This could reduce Penske's
gross margin to below our expectation of 15% and increase leverage
to more than 5x, assuming debt remains at current levels.  We
could also lower the rating if we believe higher-than-expected
capital spending on dealer upgrades will hinder free cash flow, or
if Penske uses a material amount of cash to fund a dividend payout
to shareholders or to repurchase its common shares, although we
believe this scenario is less likely," S&P said.

Penske's "fair" business risk profile reflects its resilient
business model, which produced relatively low revenue and earnings
volatility during the 2008-2009 recession.  Penske is the second-
largest of several consolidators in the highly competitive U.S.
auto retailing industry.  Its revenue stream is diverse, with four
business segments having different demand drivers and margins: new
vehicle sales (54% of revenue), used vehicles (33%), parts and
service (P&S; 11%), and finance and insurance (2%).  P&S
operations provide stable revenue and high margins (58.3% in 2012)
for Penske relative to vehicle sales (the sales margin for new
vehicles was 8.1% in 2012 and 7.6% for used vehicles), in S&P's
view.  Gross profit for P&S accounted for 42% of Penske's 2012
gross profit and covered 53% of the company's sales, general, and
administrative expenses.

Penske's new vehicle brand mix (2012) is leveraged toward premium
luxury, which provides 70% of sales, while midline foreign
provides 26% and the domestic Michigan automakers provide only 4%.
Luxury car buyers tend to show brand loyalty and request regular
vehicle maintenance, which drives P&S sales.  Penske's geographic
diversity exceeds many of its rated peers, with 64% of sales in
the U.S. and 36% internationally (U.K. and Germany).  Penske
recently purchased its first franchise in Northern Italy and
expects to expand its footprint with BMW in that region.  S&P
believes franchises in Europe may carry higher risk than that of
U.S. franchises because of the very weak economy, but S&P expects
the company to take a measured approach to expanding its business
outside of the U.S.

Penske's flexible cost basis conserves cash in a downturn because
it can curtail commission-based salaries and marketing and
advertising costs.  The company also achieves economies of scale
by using automated, corporate-wide systems for accounting,
compensation, and customer management.

Penske's "aggressive" financial risk profile reflects the
company's relatively high debt leverage, which was 5.0x for the 12
months ended March 31, 2013, and low FFO to total debt of 12.6%.
Still, the company generates relatively consistent free cash flow,
a result of low capital intensity, despite its single-digit EBITDA
margins.  S&P views its financial policy as aggressive because it
expects the company will continue to use cash for acquisitions and
shareholder dividends rather than to materially reduce leverage.

S&P rates Penske's subordinated debt 'B' with a '6' recovery
rating, indicating its expectation for negligible (0%-10%)
recovery in a payment default scenario.  For the complete recovery
analysis, please see Standard & Poor's recovery report on Penske,
published Aug. 14, 2012.


PRM FAMILY: Has Court's Nod to Hire Mesch Clark as Attorney
-----------------------------------------------------------
PRM Family Holding Company, L.L.C., and its debtor-affiliates
sought and obtained authorization from the Hon. Sarah S. Curley of
the U.S. Bankruptcy Court for the District of Arizona to employ
Mesch, Clark & Rothschild, P.C., as attorney.

MC&R will, among other things, give the debtors-in-possession
legal advice with respect to their powers and duties in the
continued operation and management of their businesses and take
necessary action to recover certain property and monies owed to
the Debtors-in-possession, if necessary, at these hourly rates:

      Lowell E. Rothschild          $550
      Michael McGrath               $545
      Scott H. Gan                  $450
      Frederick J. Petersen         $425
      Kasey C. Nye                  $395
      David J. Hindman              $295
      Isaac D. Rothschild           $250
      Partners                   $300-$550
      Associates                 $175-$295
      Paralegals                 $165-180
      Legal Assistants            $85-$150
      Law Clerks                    $100

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

                         About PRM Family

PRM Family Holding Company, L.L.C., operator of 11 Pro's Ranch
Markets grocery stores in Arizona and Texas and New Mexico, sought
Chapter 11 protection (Bankr. D. Ariz. Case No. 13-09026) on
May 28, 2013.

As of the bankruptcy filing, PRM Family Holding operates seven
grocery stores in Phoenix, two in El Paso, Texas, and two in New
Mexico.  Its corporate office is in California and it has
warehouses and distribution facilities in California and Phoenix.
Its Pro's Ranch Markets feature produce, baked goods and other
general grocery items with a Hispanic flair and theme.  The
company has more than 2,200 employees.

PRM Family blamed its woes on, among other things, the adverse
effect of the perception in Arizona towards immigrants including
the passage of SB 1070 and an immigration audit to which no other
competitor was subjected.  It also blamed a decline in the U.S.
economy and an increase competition from other grocery store
chains.

Bank of America, the secured lender, declared a default in
February 2013.

PRM Family estimated liabilities in excess of $10 million.


PRM FAMILY: Gains Access to Cash Collateral Until July 20
---------------------------------------------------------
The Hon. Sarah S. Curley of the U.S. Bankruptcy Court for the
District of Arizona entered on June 19, 2013, a second stipulated
order authorization PRM Family Holding Company, L.L.C., and its
debtor-affiliates to use cash collateral until July 20, 2013, to
pay postpetition operating expenses.

Bank of America, N.A., as administrative agent and a lender under
an amended and restated credit agreement dated July 1, 2011,
asserts a lien in substantially all of the Debtors' personal
property assets as of the Petition Date, including all cash
collateral.  BofA and Grocers Capital Company are co-lenders
under the Credit Agreement.

As reported by the TCR on June 14, 2013, BofA objected to the
Debtors' request for continued use of cash collateral, asserting
that it was gravely concerned about the financial condition of the
Debtors.  BofA complained that the Debtors provided bare-bones
projections with no supporting assumptions claiming they will have
approximately $4.0 million in the bank over the next couple of
months.  BofA said that the Debtors have provided a 13-week
operating budget claiming they will have twice that amount --
approximately $8.0 million -- on hand during the difficult summer
months.

The Debtors and BofA have resolved their disputes on an interim
basis.

BofA is granted a replacement lien on assets acquired by the
Debtors after the Petition Date of the same type as the assets on
which BofA held a lien on the Petition Date.

The Court will conduct a continued hearing on Debtors' use of cash
collateral on July 16, 2013, at 2:00 p.m.

                         About PRM Family

PRM Family Holding Company, L.L.C., operator of 11 Pro's Ranch
Markets grocery stores in Arizona and Texas and New Mexico, sought
Chapter 11 protection (Bankr. D. Ariz. Case No. 13-09026) on
May 28, 2013.

As of the bankruptcy filing, PRM Family Holding operates seven
grocery stores in Phoenix, two in El Paso, Texas, and two in New
Mexico.  Its corporate office is in California and it has
warehouses and distribution facilities in California and Phoenix.
Its Pro's Ranch Markets feature produce, baked goods and other
general grocery items with a Hispanic flair and theme.  The
company has more than 2,200 employees.

PRM Family blamed its woes on, among other things, the adverse
effect of the perception in Arizona towards immigrants including
the passage of SB 1070 and an immigration audit to which no other
competitor was subjected.  It also blamed a decline in the U.S.
economy and an increase competition from other grocery store
chains.

Bank of America, the secured lender, declared a default in
February 2013.

Scott H. Gan, Esq., at Mesch, Clark & Rothschild, P.C., in Tucson,
Arizona, serves as counsel to the Debtor.

PRM Family estimated liabilities in excess of $10 million.


PRM FAMILY: Wants to Hire HG Capital as Financial Advisor
---------------------------------------------------------
PRM Family Holding Company, L.L.C., and its debtor-affiliates seek
permission from the Hon. Sarah S. Curley of the U.S. Bankruptcy
Court for the District of Arizona to employ HG Capital Partners by
Jim Ameduri as financial advisor.

HG will, among other things:

      a. analyze the Debtors' financial data and condition;

      b. assist with developing and implementing operational
         efficiencies and cost saving matters;

      c. prepare projections for the Debtors' plan of
         reorganization;

      d. oversee the development of projected financial
         statements; and

      e. Analyze and locate DIP loans, exit financing, and
         additional debt or equity.

The professional services that Mr. Ameduri and HG may be requested
to perform will be provided by Mr. Ameduri, managing partner at
the HG.  Any staff working on the case will report directly to
Ameduri, so the only layer of review will be performed by him, the
sole contact person with the Debtors, counsel, and the other
constituencies in the case.  This will avoid multilevel reviews
and layered fee bills customary with national accounting firms,
says Michael McGrath, Esq., at Mesch, Clark & Rothschild, PC, the
attorney for the Debtor.

HG will be paid at these hourly rates:

         Managing Partners             $550
         Partners                      $500
         Staff                         $425

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

The Debtor is also represented by Fred Petersen, Esq., at Mesch,
Clark & Rothschild, P.C.

                         About PRM Family

PRM Family Holding Company, L.L.C., operator of 11 Pro's Ranch
Markets grocery stores in Arizona and Texas and New Mexico, sought
Chapter 11 protection (Bankr. D. Ariz. Case No. 13-09026) on
May 28, 2013.

As of the bankruptcy filing, PRM Family Holding operates seven
grocery stores in Phoenix, two in El Paso, Texas, and two in New
Mexico.  Its corporate office is in California and it has
warehouses and distribution facilities in California and Phoenix.
Its Pro's Ranch Markets feature produce, baked goods and other
general grocery items with a Hispanic flair and theme.  The
company has more than 2,200 employees.

PRM Family blamed its woes on, among other things, the adverse
effect of the perception in Arizona towards immigrants including
the passage of SB 1070 and an immigration audit to which no other
competitor was subjected.  It also blamed a decline in the U.S.
economy and an increase competition from other grocery store
chains.

Bank of America, the secured lender, declared a default in
February 2013.

Scott H. Gan, Esq., at Mesch, Clark & Rothschild, P.C., in Tucson,
Arizona, serves as counsel to the Debtor.

PRM Family estimated liabilities in excess of $10 million.


PRO-PAC INC: Bankruptcy Court Bungled Damages Owed, 7th Circ. Says
------------------------------------------------------------------
Kathryn Brenzel of BankruptcyLaw360 reported that the Seventh
Circuit reversed the dismissal of an adversary suit against WOW
Logistics Co. alleging it helped a Pro-Pac Inc. employee breach
his fiduciary duties by diverting business to a competitor,
finding that the dismissal hinged on a bankruptcy court's botched
calculation of damages.

According to the report, the case is more than 6 years old and was
volleyed between courts after an improper calculation of damages,
the order states. The bankruptcy court mistakenly relied on an
unjust enrichment claim to reach $385,000 in damages, the report
said.

East Troy, Wisconsin-based Pro-Pac, Inc., which offers marketing
consulting services, filed a voluntary Chapter 11 petition on Nov.
20, 2006, with the U.S. Bankruptcy Court for the Eastern District
of Wisconsin (Milwaukee).  The case is assigned Bankruptcy Case
No. 06-26608.

Jerome R. Kerkman, Esq., at Kerkman Law Office, Ltd., represents
the Debtor.


PULTEGROUP INC: Moody's Raises CFR to Ba3; Outlook Stable
---------------------------------------------------------
Moody's Investors Service upgraded all of the ratings of
PulteGroup, Inc., including its corporate family rating to Ba3
from B1, probability of default rating to Ba3-PD from B1-PD, and
the ratings for various issues of senior unsecured notes to Ba3
from B1. The SGL-2 speculative grade liquidity rating was
affirmed. The rating outlook is stable.

Ratings Rationale:

The following rating actions were taken:

Corporate family rating, upgraded to Ba3 from B1;

Probability of default rating, upgraded to Ba3-PD from B1-PD;

Senior unsecured notes rating, upgraded to Ba3 (LGD-4, 54%) from
B1 (LGD-4, 53%)

Speculative grade liquidity rating, affirmed at SGL-2.

The rating outlook is stable.

The rating upgrade reflects Pulte's solid improvement in its
operating performance, including notable growth in gross margins;
a decline in debt leverage, accomplished through voluntary and
scheduled debt repayments as the company retired about $1.8
billion of debt over the past three years out of cash flow; and
Moody's expectation that continued recovery in the homebuilding
industry will result in further strengthening of its credit
metrics. Over the last year, Pulte's quarterly gross margins have
been improving and reached 18% (on a GAAP basis) in the first
quarter of 2013 compared to 13% a year ago while the homebuilding
debt to capitalization ratio declined by nearly 10% to 53.7% at
March 31, 2013. The make-whole redemption offer for $400 million
of 2014 debt maturities the company expects to complete in the
second quarter of 2013 will reduce its debt leverage further.
Additionally, the reversal of the deferred tax valuation allowance
with a current balance of $2.4 billion, expected to occur in the
second half of 2013, will result in a significant improvement of
the company's balance sheet credit metrics.

The Ba3 corporate family rating reflects Pulte's large cash
position, currently of $1.6 billion, track record of positive cash
flow generation, stronger gross margins, modest debt leverage,
that is expected to decline further with growing net income and
net worth, and disciplined land and investment strategies. The
ratings acknowledge that the company's merger with Centex in 2009
and the resulting improvement in size, scale and diversification
is now allowing it to reap the benefits as the homebuilding
industry experiences solid growth.

The ratings are further supported by Pulte's more conservative
approach to land purchases given its size compared to many of its
peers that pursue land investments more aggressively. Pulte's land
position, currently at six years of total land supply, ensures
that it will not be forced to bid aggressively on assets in order
to replenish a depleted lot supply.

At the same time, Moody's recognizes that while Pulte's gross
margins are improving and do include some commission expense that
most other builders put in SG&A, they still lag the other Ba3
rated homebuilders. In addition, Pulte's orders and community
count growth will be slower than those of most of its peers for
the next 12 to 18 months, which will lead to slower-than-industry
average revenue and earnings growth.

The stable outlook reflects Moody's expectation that Pulte will
continue expanding its size and scale and grow its net worth from
earnings generation over the next 12 to 18 months, which will
benefit most of its credit metrics, as the industry experiences
positive demand and pricing trends.

All of the homebuilding debt of both PulteGroup, Inc. and the
remaining outstanding debt of Centex Corporation is guaranteed by
the principal operating subsidiaries of both Pulte and Centex.

Pulte's solid liquidity profile is reflected in its SGL-2
speculative grade liquidity rating. The company's liquidity is
supported by its good cash flow generative capabilities, large
current cash position of about $1.6 billion, absence of
substantial debt maturities until 2015 when $360 million of senior
notes are due, and its diversified and unencumbered lot supply.
The company's liquidity position allows it the flexibility to
continue investing cash back into the business and to focus on
margin improvement. The company currently does not have a
revolving credit facility and therefore does not have financial
maintenance covenants with which to maintain compliance.

The ratings could be raised if the company improves its
profitability such that it is able to maintain gross margins above
20%, an EBIT return on average assets above 10%, and an adjusted
EBIT interest coverage above 3.0x - all on a sustained basis; and
maintains debt leverage in the in low-to-mid-40% range, while at
the same time building its size, scale and net worth position and
maintaining strong liquidity.

The rating could be lowered if the company jeopardized its strong
liquidity position by engaging in large land purchases or
substantial share buy-backs, experienced a material erosion in its
gross margins, or if its debt leverage began to increase and
remained above 50%.

The principal methodology used in this rating was the Global
Homebuilding Industry Methodology published in March 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.

Founded in 1950 and soon-to-be headquartered in Atlanta, Georgia,
PulteGroup, Inc. is the country's second largest homebuilder, with
operations in 55 markets and 28 states. Through its brand names
that include Centex, Pulte Homes and Del Webb, the company has one
of the broadest product and price point offerings in the industry.
Revenues and net income for the trailing 12-month period ended
March 31, 2013 were approximately $4.9 billion and $300 million,
respectively.


QCA HEALTH: A.M. Best Lowers Issure Credit Rating to 'bb'
---------------------------------------------------------
A.M. Best Co. has downgraded the issuer credit rating (ICR) to
"bb" from "bb+" and affirmed the financial strength rating of B
(Fair) of QCA Health Plan, Inc. (QCA) (Little Rock, AR). The
outlook for both ratings is negative.

The ICR downgrade reflects QCA's unfavorable operating results,
which has led to a continued decline in its risk-adjusted
capitalization. Moreover, QCA continues to experience a
competitive environment within the Arkansas marketplace as well as
uncertainty surrounding the implementation of health care
exchanges and its impact on QCA's earnings. A.M. Best will
continue to monitor these financial metrics, as well as several
other strategic initiatives currently underway at QCA.

Factors that may lead to QCA's outlook being revised to stable
include sustained improvement in its underwriting and operating
performances, as well as substantially improving its risk-adjusted
capital levels. Factors that could lead to negative rating actions
include further deterioration in the company's operating results,
sustained decline in capitalization to a level no longer
supporting the current ratings and lack of support from its
shareholder organizations.


RANCHO CALIFORNIA: Asks for Dismissal; UST Wants MORs and Fees
--------------------------------------------------------------
Rancho California Center LP asks the U.S. Bankruptcy Court for the
Southern District of California to dismiss its Chapter 11
bankruptcy case and approve the proposed dismissal stipulation
with Nationwide Insurance.

Thomas B. Gorrill, Esq., at the Law Office of Thomas Gorrill, the
attorney for the Debtor, says, "The goal of the Chapter 11 was to
submit a plan seeking a 2-year extension on the March 1, 2014
maturity date on the note owed to Nationwide Life Insurance
Company, the only secured creditor on the North Avenue property.
In the alternative, the Debtor was prepared to submit a Chapter 11
liquidation plan."

The Debtor proffered a plan and disclosure statement proposing to
pay over time the Debtor's only unsecured insider claimant as well
as Nationwide and commenced settlement negotiations with counsel
for Nationwide.  Thereafter, Debtor's counsel discovered an
unsecured creditor who had not been included in the Debtor's
schedules and amended Schedule F to list that creditor.  When
settlement negotiations broke down, Nationwide filed a motion for
relief from stay, which the Debtor opposed.  The Court issued a
tentative ruling granting the motion.

According to Mr. Gorrill, the Debtor was faced with the choice --
present the Debtor's alternative liquidation plan or agree to
Nationwide's out of court workout proposal.  The Debtor opted to
work with Nationwide and has entered into a stipulation regarding
the dismissal of the Chapter 11 proceeding.

Tiffany L. Carroll, Acting U.S. Trustee, filed an objection to the
motion to dismiss.  The U.S. Trustee wants the Debtor to file all
applicable monthly operating reports and pay all U.S. Trustee fees
due and owing as a condition precedent to dismissal or include in
the dismissal order judgment for the U.S. Trustee against the
Debtor in the appropriate amount of all outstanding U.S. Trustee
fees.  "As this case is currently pending in the second quarter of
2013 and the hearing on the motion is set to be heard in the third
quarter of 2013, the Debtor will owe quarterly fees for the second
and third quarters of 2013," Haeji Hong, the attorney for the U.S.
Trustee says.

                     About Rancho California

Rancho California Center, doing business as North View Business
Center, filed a bare-bones Chapter 11 petition (Bankr. S.D. Cal.
Case No. 12-16157) on Dec. 10, 2012.

The Debtor, a Single Asset Real Estate as defined in 11 U.S.C.
Sec. 101(51B), filed schedules disclosing $11.3 million in assets
and $3.13 million in liabilities.  The Debtor owns a 92,000-square
feet industrial building at 4665 North Avenue, in Oceanside,
California.  The property is valued at $11 million and secures a
$3.05 million debt to Nationwide Life Insurance Co.

A plan of reorganization was filed on March 12, 2013.


REALOGY HOLDINGS: Appoints Two New Members to Board
---------------------------------------------------
Jessica W. Bibliowicz and Fiona P. Dias were appointed to the
Board of Directors of Realogy Holdings Corp. and the Board of
Managers of Realogy Holdings' indirect wholly owned subsidiary,
Realogy Group LLC.

Ms. Bibliowicz and Ms. Dias have been determined by the Board to
be independent directors for purposes of the listing standards of
The New York Stock Exchange.  With their appointments, Realogy
Holdings now has a majority five of independent members on its
nine-member Board.

Ms. Bibliowicz, age 53, is a veteran financial services executive
and served as Chief Executive Officer of National Financial
Partners Corp., a provider of corporate benefits, insurance and
wealth management services, from 1999 until May 2013, when she
stepped down from that role as part of a previously announced
succession plan, and as its Chairman since 2003.

Ms. Dias, age 47, is currently Chief Strategy Officer of
ShopRunner, an online shopping service, and has held this position
since August 2011.  Previously she served as Executive Vice
President, Strategy & Marketing, of GSI Commerce, Inc., a provider
of e-commerce and interactive marketing services for leading
retailers and brands, from February 2007 to June 2011, when it was
acquired by eBay.  Ms. Dias also served as Executive Vice
President and Chief Marketing Officer at Circuit City Stores,
Inc., a specialty retailer of consumer electronics, from May 2005
to August 2006, while serving as President of Circuit City Direct
from 2003 to 2006.  She also held Senior Vice President positions
at Circuit City from November 2000 to April 2005.

The Realogy Holdings Board has not yet determined the committee or
committees of the Board on which Ms. Bibliowicz or Ms. Dias will
serve.

Each of Ms. Bibliowicz and Ms. Dias will receive compensation for
her service as a director in accordance with the Realogy Holdings'
director compensation guidelines.

Concurrent with these appointments, Realogy Holdings announced the
resignation of Scott M. Kleinman from its Board.  Mr. Kleinman,
who is Lead Partner, Private Equity, with Apollo Global Management
LLC, had served as a Realogy Holdings Director since April 2007.

Mr. Kleinman's resignation is not the result of any dispute or
disagreement with Realogy Holdings or any of its subsidiaries.

                         About Realogy Corp.

Realogy Corp. -- http://www.realogy.com/-- a global provider of
real estate and relocation services with a diversified business
model that includes real estate franchising, brokerage, relocation
and title services.  Realogy's world-renowned brands and business
units include Better Homes and Gardens Real Estate, CENTURY 21,
Coldwell Banker, Coldwell Banker Commercial, The Corcoran Group,
ERA, Sotheby's International Realty, NRT LLC, Cartus and Title
Resource Group.  Collectively, Realogy's franchise systems have
around 15,000 offices and 270,000 sales associates doing business
in 92 countries around the world.

Headquartered in Parsippany, N.J., Realogy is owned by affiliates
of Apollo Management, L.P., a leading private equity and capital
markets investor.  Realogy fully supports the principles of the
Fair Housing Act.

Realogy Holdings Corp. and Realogy Group LLC reported a net loss
attributable to the Companies of $543 million on $4.67 billion of
net revenues for the year ended Dec. 31, 2012.

Realogy Holdings and Realogy Group incurred a net loss of
$441 million on $4.09 billion of net revenues in 2011, following a
net loss of $99 million on $4.09 billion of net revenues for 2010.

The Company's consolidated balance sheets at Dec. 31, 2012, showed
$7.44 billion in total assets, $5.92 billion in total liabilities
and $1.51 billion in total equity.

                           *     *     *

In the Dec. 12, 2012, edition of the TCR, Moody's Investors
Service upgraded Realogy Group LLC's Corporate Family and
Probability of Default ratings to B3.  The B3 Corporate Family
rating (CFR) incorporates Moody's view that Realogy's capital
structure has made meaningful progress towards being stabilized
following the issuance of primary equity, and is therefore more
sustainable although still highly leveraged.

As reported by the TCR on Feb. 18, 2013, Standard & Poor's Ratings
Services raised its corporate credit rating on Realogy Corp. to
'B+' from 'B'.

"The one notch upgrade in the corporate credit rating to 'B+'
reflects an increase in our expectation for operating performance
at Realogy in 2013, and S&P's expectation that total lease
adjusted debt to EBITDA will improve to the low-6x area and funds
from operations (FFO) to total adjusted debt will be improve to
the high-single-digits percentage area in 2013, mostly due to
EBITDA growth in the low- to mid-teens percentage area in 2013,"
S&P said.


REEVES DEVELOPMENT: Plan Outline Hearing Continued to July 25
-------------------------------------------------------------
At the behest of Reeves Development Company LLC, Judge Robert
Summerhays has continued the hearing on the Debtor's Disclosure
Statement for the Plan of Reorganization from June 20, 2013 to
July 25, 2013.

Morever, the deadline for responses is continued to seven days
prior to the new hearing date, the bankruptcy court ruled.

As reported in the Troubled Company Reporter on March 27, 2013,
the Plan provides that on the effective date, all allowed accrued
interest calculated at the non-default contractual rate of 4% per
annum plus any amounts allowed by the Court pursuant will be
capitalized and added to the outstanding principal balance due
under the note issued by Iberia Bank.  The maturity of the Iberia
Note will be extended to 60 months from the Effective Date.  The
Debtor will then repay the New Principal Balance with interest
accruing at the non-default contractual rate of 4% per annum from
the Effective Date.

Holders of Allowed Secured Vendor Claims will receive quarterly
interest payments equal to 2% per annum on the outstanding
principal balance, plus an amount equal to the claim holders' pro
rata share as to the total allowed outstanding principal balances
of the total claims of an amount equal to $1,500 per acre for each
acre of land sold by the Debtor.

Branch Banking and Trust has agreed to a settlement of its
unsecured claims against the Debtor in exchange for certain
concessions from Debtor's affiliated company, Houma Dollar
Partners, LLC.  In exchange for these concessions, the Debtor has
agreed to forgo any payments due from Houma Dollar Partners, LLC.
The arrangement is subject to court approval in the bankruptcy
case of Houma Dollar Partners, LLC Case No. 12-20649

The Allowed General Unsecured Claims, which class of claims
includes potential contract offset claims of $152,552, will be
paid quarterly interest payments equal to 2% of the outstanding
balance of the approved claim.

Holder of the Subordinated Claim of Reeves Commercial Properties,
LLC, agrees that it will not receive any payments for its claims,
until all other approved claims under the Plan have been paid in
full.

Equity holders have likewise agreed to forgo any payments under
the Plan until all creditors have received principal payments
totaling 50% of the approved balance as of the effective date.
Any payments to Equity holders allowed under the Plan will be
limited to an amount equal to the tax liability passed through to
the equity holders by the Debtor.

A full-text copy of the Disclosure Statement dated Feb. 27, 2013,
is available for free at http://bankrupt.com/misc/REEVESds0227.pdf

Arthur A. Vingiello, Esq. -- avingiello@steffeslaw.com -- of
Steffes, Vingiello & McKenzie, LLC, in Baton Rogue, Louisiana,
represents the Debtor.

                    About Reeves Development

Reeves Development Company, LLC, a commercial and residential real
estate developer, filed a Chapter 11 petition (Bankr. W.D. La.
Case No. 12-21008) in Lake Charles, Louisiana, on Oct. 30, 2012.
The closely held developer was founded in 1998 by Charles Reeves
Jr., its sole owner.  Reeves Development has about 80 employees
and generates about $40 million in annual revenue, according to
its Web site.

Bankruptcy Judge Robert Summerhays oversees the case.  Steffes,
Vingiello & McKenzie, LLC, in Baton Rouge, serves as the Debtor's
counsel.

Reeves Development schedules assets of $15,454,626 and liabilities
of $20,156,597 as of the Petition Date.

Affiliate Reeves Commercial Properties, LLC (Bankr. W.D. La. Case
No. 12-21009) also sought court protection.


REVSTONE INDUSTRIES: $54MM Sale of Nondebtor Units in Limbo
-----------------------------------------------------------
Matt Chiappardi of BankruptcyLaw360 reported that a Delaware
bankruptcy judge refused to give his blessing to a proposed $54
million sale of two of Revstone Industries LLC's nondebtor
affiliates, forcing attorneys for the auto parts conglomerate back
to the negotiating table to somehow save the transaction.

According to the report, U.S. Bankruptcy Judge Brendan L. Shannon
said he wasn't comfortable putting his seal of approval on
Revstone's bid to sell Contech Castings LLC and Contech Castings
Real Estate LLC outside the Chapter 11 process in part because he
didn't have the benefit of reviewing things.

As previously reported, the creditors' committee in the Revstone
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.

The official committee of unsecured creditors filed a limited
objection to Revstone's request in the Bankruptcy Court, 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.


SALON MEDIA: Incurs $3.9 Million Net Loss in Fiscal 2013
--------------------------------------------------------
Salon Media Group, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-K disclosing
a net loss of $3.93 million on $3.64 million of net revenues for
the year ended March 31, 2013, as compared with a net loss of
$4.09 million on $3.47 million of net revenues during the prior
year.  The Company incurred a net loss of $2.58 million for the
year ended March 31, 2011.

As of March 31, 2013, the Company had $1.29 million in total
assets, $11.32 million in total liabilities and a $10.02 million
total stockholders' deficit.

Burr Pilger Mayer, Inc., in San Francisco, California, issued a
"going concern" qualification on the consolidated financial
statements for the year ended March 31, 2013.  The independent
auditors noted that the Company has suffered recurring losses and
negative cash flows from operations and has an accumulated deficit
of $116.5 million at March 31, 2013.  These conditions raise
substantial doubt about its ability to continue as a going
concern.

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

                       http://is.gd/BE2zuG

                        About Salon Media

San Francisco, Calif.-based Salon Media Group (OTC BB: SLNM.OB)
-- http://www.Salon.com/-- is an online news and social
networking company and an Internet publishing pioneer.


SAN DIEGO HOSPICE: U.S. Trustee Opposes Approval of Plan Outline
----------------------------------------------------------------
Acting U.S. Trustee Tiffany L. Carroll complains that the
Disclosure Statement describing the Liquidating Plan proposed by
San Diego Hospice & Palliative Care Corporation and the Official
Committee of Unsecured Creditors fails to contain adequate
information for these reasons.

The U.S. Trustee cites that there is no Default provisions in the
Disclosure Statement and Plan, which must be provided so that
creditors have a remedy if the Plan is not consummated timely.

The U.S. Trustee also notes that it may be helpful to file post-
confirmation status reports together with the U.S. Trustee-
required Quarterly Post-Confirmation Reports.

The U.S. Trustee reserves the right to object to confirmation of
the Plan regarding broad releases and exculpation provided for the
Liquidating Trustee, the Unsecured Creditors' Committee, the
Debtor, and all agents and professionals of all parties involved.

As reported in the May 22, 2013 edition of the Troubled Company
Reporter, Bloomberg News related that Disclosure Statement
explains that unsecured creditors with claims from $12 million to
$16 million have a projected recovery ranging from nothing to
43 percent.  Estimated unsecured claims don't include claims
resulting from termination of contracts and leases or claims of
employees for mass firings.  The Disclosure Statement tells
unsecured creditors their recovery depends on success in
lawsuits and in reducing claims.  The Disclosure Statement pegs
recoveries in lawsuits from nothing to $3 million.

Haeji Hong, Esq., is the trial attorney for the Acting U.S.
Trustee.

             About San Diego Hospice & Palliative Care

San Diego Hospice & Palliative Care Corporation filed a Chapter 11
petition (Bankr. S.D. Cal. Case No. 13-01179) in San Diego on
Feb. 4, 2013.  The Debtor is the operator of the San Diego Hospice
and The Institute for Palliative Medicine, one of the largest
community-owned, not-for-profit hospices in the country.

The Debtor scheduled $20,369,007 in total assets and $14,888,058
in total liabilities.

Even before the bankruptcy filing, the Debtor has been under a
federal investigation, focusing whether it allowed patients to
stay in the program even when their diagnosis changed.  The Debtor
said that it will meet with government agencies to address their
concerns, explore partnerships with other health care
organizations, and work to restructure and resize San Diego
Hospice.  The Debtor said it has encouraged Scripps Health, the
region's largest provider of health care services, to enter the
hospice business.

Procopio, Cory, Hargreaves & Savitch LLP serves as counsel to the
Debtor.

On April 30, 2013, San Diego Hospice received Court authority to
sell its unused 24-bed hospice facility to Scripps Health for
$16.55 million.  Scripps made the opening bid of $10.7 million at
the auction that took place before the sale-approval hearing.  The
other bidder was Sharp Healthcare.  The sale is also subject to
approval by regulators in California.

In May 2013, San Diego Hospice and its creditors' committee
jointly filed a liquidating Chapter 11 plan and an explanatory
disclosure statement.  There will be a June 27 hearing in U.S.
Bankruptcy Court in San Diego for approval of disclosure materials
telling unsecured creditors with claims from $12 million to $16
million why their recovery may range from nothing to 43 percent.


SANTEON GROUP: Stockholders Elect Three Directors
-------------------------------------------------
At Santeon Group Inc.'s annual meeting of stockholders which was
held on June 24, 2013, the Company's stockholders:

   (a) elected Dr. Ashraf Rofail, Ashraf Yacoub and Jason Frankl
       to serve on the Company's Board of Directors until the
       Company's 2014 annual meeting of stockholders and until
       their successor's are duly elected and qualified;

   (b) ratified the selection of RBSM LLC as the Company's
       independent registered public accounting firm for 2013;

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

   (d) indicated "every year" as the desired frequency of future
       advisory vote on executive compensation.

The Proxy Statement asked stockholders to vote on whether the
Company should hold an advisory vote of executive compensation
every one, two or three years.  The Proxy card failed to provide
stockholders to vote on a specific year.  It was, therefore,
decided by the Company to interpret the results of the proxy as
being in support of an advisory vote being held every year.

            Cancels Employment of Executive Officer

On June 14, 2013 the Employment Agreement dated May 12, 2010,
between ubroadcast, Inc., the predecessor to Santeon Group Inc.,
and Dr. Ahmed Sidky was terminated in accordance with its
provisions.

On June 26, 2013, the Company executed a Separation Agreement with
Dr. Ahmed Sidky in connection with his separation of service as
executive officer on June 14, 2013.  Pursuant to the terms of the
Agreement, Dr. Sidky will receive (i) all accrued and unpaid
salary and reimbursable business expenses up to and including
June 14, 2013, and (ii) all unpaid salary accrued in the financial
years 2010 and 2011, which will be paid in 20 installments.  As
consideration for Dr. Sidky's execution of Separation Agreement,
the Company has agreed to:

    (a) pay to Dr. Sidky 25 percent of Dr. Sidky's actual earnings
        for the year 2012;

    (b) Where Dr. Sidky timely and properly elects COBRA
        continuation coverage under the Company's health plan, the
        Company has agreed to pay 50 percent of the coverage
        premium then in effect until Dec. 31, 2013; and

    (c) Dr. Sidky's common stock options granted under the 2012
        Employee Incentive Stock Option Plan will be accelerated
        and will vest immediately on the execution date of the
        Separation Agreement subject to Dr. Sidky's agreement to
        exercise these options within 90 days of the Execution
        Date.

                        About Santeon Group

Reston, Va.-based Santeon Group, Inc., is a diversified software
products and services company specializing in the transformation
and optimization of business through the deployment or the
development of innovative products and services using Agile
mindsets in the information systems/technology, healthcare,
environmental/energy and media sectors.  The Company's clients
include state and local governments, federal agencies and private
sector customers.

As reported by the Troubled Company Reporter on Aug. 24, 2012,
RBSM LLP, in New York, N.Y., expressed substantial doubt about
Santeon's ability to continue as a going concern, following its
audit of the Company's financial position and results of
operations for the fiscal year ended Dec. 31, 2011.  The
independent auditors noted that the Company has suffered losses
from operations and is experiencing difficulty in generating
sufficient cash flows to meet its obligations and sustain its
operations.

The Company reported net income of $185,815 on $4.27 million of
revenue for the full year 2012, as compared with a net loss of
$475,333 on $2.24 million of revenue for the full year 2011.
The Company's balance sheet at March 31, 2013, showed $1.24
million in total assets, $1.18 million in total liabilities and
$62,778 in total stockholders' equity.


SAPPHIRE POWER: Moody's Hikes Rating on New Sr. Secured Loan to B1
------------------------------------------------------------------
Moody's Investors Service has upgraded the rating on Sapphire
Power Finance Company LLC's new senior secured term loan due to B1
from B2 and affirmed the B1 rating assigned to the new senior
secured working capital facility. The new facilities will
refinance Sapphire's entire current capital structure. The rating
outlook is stable.

Proceeds of the term loan will be used to refinance Sapphire's
existing term loan, pay a distribution to the project sponsors,
fund a 6-month major maintenance reserve that will be utilized by
the end of 2013, and to pay fees and expenses related to the
transaction. Moody's understands that a $7.6 million draw under
the current working capital facility will be repaid through a
borrowing under the new $30 million working capital facility at
financial close.

Ratings Rationale:

The upgrade is driven by the reduced debt amount of the proposed
new term loan to $250 million from $350 million, a 29% reduction,
which results in a lower distribution amount paid to the project
sponsors, improved credit metrics, and a lower potential
refinancing amount at maturity. The rating action further
considers several changes to the transaction structure, all of
which strengthen credit quality for term loan lenders. Under the
revised structure, the working capital facility no longer enjoys a
super-priority payment right over the term loan. As a result, both
credit facilities are now truly pari-passu, and as such, there is
no notching consideration between the rating assigned to the
secured term loan and to the secured revolving credit facility.
Additionally, the secured credit facilities will incorporate a
maximum leverage covenant and minimum interest covenant with exact
levels still to be finalized.

Also, the tenor of the secured term loan will be shortened to 5
years from 7 years while the tenor for the $30 million working
capital facility will remain unchanged at 5-years. Moody's
understands that the borrowing spread over LIBOR has increased to
500-525 bps from 400 bps, which partially offsets some of the
benefits from the 29% principal reduction, but not enough to
prevent us from recognizing the significance of the change and
upgrading the rating on the secured term loan.

Moody's intends to withdraw the ratings assigned to the existing
Sapphire secured term loan (cusip: 80306WAB8) and the existing
revolver (cusip: 80306WAC6) once the new refinancing closes.

The principal methodology used in this rating was Power Generation
Projects published in December 2012.

Sapphire Power Finance LLC is an indirect, majority-owned
subsidiary of Riverstone/Carlyle Renewable & Alternative Energy
Fund II, LP, which acquired a portfolio of natural gas-fired or
dual-fuel electric generating facilities in the Northeast United
States from Morris Energy Group with a total average summer and
winter capacity of 739.4 MW, excluding duct firing. The portfolio
of assets consists of seven combined cycle plants, of which six
are located in PJM (specifically New Jersey and Pennsylvania) and
one in ISO-New England, and one peaking unit also located in New
England.

The plants consist of the 128.5 MW Newark Bay plant, the 163 MW
Bayonne plant, the 45.5 MW York plant, the 133.5 MW Camden plant,
the 70 MW Elmwood Park plant, the 116.5 MW Pedricktown plant, the
59 MW Dartmouth combined cycle plant, and the 23.4 MW Dartmouth
peaking plant. The assets reached commercial operation from 1988
to 2009, and none of the assets have any project level debt.
Riverstone Holdings LLC is an energy and power-focused private
equity firm with approximately $24 billion under management.


SAPPHIRE POWER: S&P Affirms Prelim.'B+' Rating to $280MM Loans
--------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its
preliminary 'B+' project rating to Sapphire Power Finance LLC's
$280 million senior secured facilities, consisting of a
$250 million term loan B due in July 2018 and a $30 million
revolving credit facility due in July 2018.  S&P revised the
preliminary recovery rating to '1' (indicating very high [90% to
100%] recovery under S&P's default scenario) from '2'.  The
preliminary ratings are subject to S&P's review of executed
documentation that includes terms the project has represented and
that S&P has included in its rating conclusion.  S&P has not
reviewed executed documents, and the final rating could differ if
any terms change materially from S&P's assumptions.  The outlook
on the debt issue ratings is stable.

"Sapphire will use net proceeds to pay a $54 million dividend to
sponsors and refinance its existing senior secured facilities, a
$185 million term loan maturing in 2018 (about $182 million
outstanding) and a $25 million revolving facility maturing in 2016
(about $8 million currently drawn).  A fund managed by Riverstone
Holdings indirectly owns 100% of Sapphire.  There is no project
debt at the plant level, and thus, all plant cash flow services
Sapphire debt.  In addition, lenders benefit from a 100% cash flow
sweep," S&P said.

"The rating reflects a business risk that involves cash flow
exposure to merchant power markets in the Northeast U.S., with
eight natural gas-fired generation plants totaling 794 megawatts--
seven of which are combined-cycle gas-turbine (CCGT) that are
aged, having begun operations between 1988 and 1993," S&P noted.

"The stable outlook reflects our expectation of good operations
and stability of cash flows as a result of a fixed capacity market
through May 2017 and the project's hedging activities through
2016, along with liquidity to address typical operational problems
with these types of assets," said Standard & Poor's credit analyst
Nora Pickens.

"Factors that could lead to a downgrade include any expectation of
ours that debt at maturity increases beyond $350 per kW or if
DSCRs steadily decline below levels appropriate for the 'B+'
rating, in the 1x to 1.1x range.  This would likely result from
poor operational performance, higher operating and maintenance
costs, or a widening disconnect between the HRCO provisions and
actual performance.  Conversely, we could raise the rating if we
see and expect Sapphire to demonstrate sound operational
performance and if debt at maturity is reduced materially, to
about $100 to $150 per kilowatt or so," S&P added.


SCC KYLE: Court Rejects Bid to Dismiss or Convert Case to Chap. 7
-----------------------------------------------------------------
Judge H. Christopher Mott denied creditor Whitney Bank's motion to
dismiss or convert the Chapter 11 case of SCC Kyle Partners Ltd.,
to Chapter 7.

As previously reported in the March 20, 2013 edition of The
Troubled Company Reporter, the Bank claimed that the Debtor lacks
the funds and the ability to formulate or carry out a plan of
reorganization.  The Bank said that since the filing of the
bankruptcy petition, the Debtor hasn't closed a single sale of any
portion of the property and has not made any payment to the Bank.
The Debtor's condition, according to the Bank, has worsened as
interest continues to accrue on the amounts owed to the Bank, the
2012 property taxes on the property are past due, and the
bankruptcy administration costs continue to deplete any claimed
equity in the property.

                     About SCC Kyle Partners

Austin, Tex.-based SCC Kyle Partners, Ltd., filed for Chapter 11
(Bankr. W.D. Tex. Case No. 12-11978) on Aug. 31, 2012.  Judge H.
Christopher Mott presides over the case.  Eric J. Taube, Esq., at
Hohmann, Taube & Summers, LLC, in Austin, Tex., represents the
Debtor as counsel.  In its petition, the Debtor disclosed both
assets and debts of between $10 million and $50 million.  The
petition was signed by Scott A. Deskins, president of SCC Kyle
Partners, GP, LLC, general partner.


SESAC HOLDCO II: S&P Assigns 'B' Corp. Credit Rating
----------------------------------------------------
Standard & Poor's Ratings Services assigned Nashville, Tenn.-based
SESAC Holdco II LLC its 'B' corporate credit rating.  The outlook
is stable.

"At the same time, we assigned the company's $15 million senior
secured revolving credit facility due 2018 and $235 million senior
secured first-lien term loan due 2019 an issue-level rating of
'BB-' (two notches above the 'B' corporate credit rating), with a
recovery rating of '1', indicating our expectation for very high
(90% to 100%) recovery for debtholders in the event of a payment
default," S&P said.

"We also assigned the $110 million second-lien term loan due 2019
an issue-level rating of 'CCC+', with a recovery rating of '6',
indicating our expectation for negligible (0% to 10%) recovery for
debtholders in the event of a payment default," S&P added.

"The rating and outlook reflect our expectation that leverage,
although likely to decline, will remain high following the recent
leveraged buyout by Rizvi Traverse.  SESAC's business risk profile
is "fair," based on recurring revenue streams from long-term
license agreements with content users and high barriers to new
entrants gaining critical mass of writers and licensees.  Our
assessment also weighs stable performance with a strong EBITDA
margin despite tough competition from two dominant nonprofit U.S.
competitors, The American Society of Composers, Authors and
Publishers (ASCAP) and Broadcast Music Inc. (BMI), that attract
higher-profile writers.  We view the financial risk profile as
"highly leveraged," considering SESAC's high debt-to-EBITDA ratio
of roughly 6.9x and the lack of visibility regarding the pace of
leverage reduction given new private equity ownership.  Our
management and governance assessment is "fair", S&P said

"SESAC is the sole for-profit U.S.-based PRO, with revenues and
affiliate share that are significantly smaller than non-profit
competitors ASCAP and BMI.  The company licenses its repertoire to
broadcasters (such as radio stations, major TV networks, local TV
stations, cable networks, and satellite radio) and "general"
venues that play live and recorded music (such as restaurants,
bars, hotels, retail stores, and Internet streaming providers).
Due to the company's small market share of affiliate songwriters
and copyrighted repertoire, SESAC's general and broadcast license
fees are a small percentage of what BMI and ASCAP charge.  The
company has achieved nearly 99% retention of songwriters over the
last several years.  Still, a key risk is the company's ability to
continually find productive new talent and lure writers from its
competition, which could increase its share of radio and
television airtime," S&P noted.


SNOKIST GROWERS: Disclosures Approved, Plan Hearing on Aug. 15
--------------------------------------------------------------
Judge Frank L. Kurtz of the U.S. Bankruptcy Court for the Eastern
District of Washington approved the disclosure statement
explaining Snokist Growers' Chapter 11 plan and tentatively
scheduled a confirmation hearing for Aug. 15, 2013, at 1:30 p.m.

The Debtor's Plan involves liquidating its remaining assets and
distributing funds to its creditors.  The Debtor's Plan
establishes seven classes of creditors:

     Class 1:  Administrative Claims - Lease Rejection Claims.
The Debtor and the Official Committee of Unsecured Creditor have
stipulated to the allowance of certain administrative claims
resulting from the Debtor's use of leased equipment or property
postpetition.  The Debtor believes the stipulated administrative
claims are approximately $150,101.  The Plan proposes to pay the
Lease Administrative Claims in full, in cash, immediately after
the Effective Date of the Plan.

     Class 2:  Administrative Claims - Professionals.  The Debtor
has incurred postpetition attorneys' fees in the amount of
$276,292, of which $257,712 has been paid, leaving an unpaid
balance of $18,579.  The Creditor's Committee has also incurred
postpetition attorneys' fees in the amount of $27,875, of which
$26,232 has been paid, leaving an unpaid balance of $1,642.  The
attorneys and employed in the Chapter 11 cases will be paid the
full amount of their allowed claims.

     Class 3:  Administrative Claims - U.S. Trustee Fees.  The
U.S. Trustee Fees will be paid as they become due under the Plan.

     Class 4:  Priority Wage Claims.  To the extent that claimants
have asserted a priority wage claim under Section 507 of the
Bankruptcy Code, the Plan provides for payment of those claims, in
full, in cash (a) in the case of claims which the Debtor has not
objected on or before the 45th day following the Effective Date;
or (b) in the case of claims which the Debtor has objected to,
within 10 days of the entry of a Court order allowing those
claims.

     Class 5:  Secured Claims.  The only unpaid secured claim
against the Debtor is the secured claim of Central Washington
Refrigeration in the amount of $5,073.  The Plan proposes to pay
the claim of Central Washington Refrigeration, in full, in cash,
within 10 days following the Effective Date.

     Class 6:  Unsecured Claims.  The Plan provides for the
distribution of any remaining funds after payment to Class 1 -
Class 5 creditors, to Class 6 claimants on a pro rata basis.

     Class 7:  Equity Claims.  The Plan does not provide for any
distribution or payment of funds to Class 7 claimants.  In the
unlikely event that the Debtor fully pays claims in Classes 1 - 6,
any remaining funds would be distributed to Class 7 Claimants, pro
rata.

The Debtor believes that creditors in Classes, 1, 2, 3, 4 and 5
will receive payment of 100% of their allowed claims if the
Debtor's Plan is confirmed.  Creditors in Class 6 will receive a
pro-rata distribution based upon the amount their claim bears to
the total claims in Class 6.  The Debtor believes the Initial
Distribution to Class 6 claimants will be approximately 20%.

Written ballots for accepting or rejecting plan must be mailed and
received by the Debtor's counsel on or before July 15, 2013.
Ballots must be mailed to:

         Roger W. Bailey, Esq.
         BAILEY & BUSEY PLLC
         411 North 2nd St.
         Yakima, Washington 98901
         Tel: (509) 248-4282
         Fax: (509) 575-5661
         E-mail: roger.bailey.attorney@gmail.com

Parties in interest who wish to object to the confirmation of the
plan must file with the Clerk of the Bankruptcy Court on or before
July 29, 2013, a written objection to confirmation and request for
hearing and serve a copy on the Debtor's Counsel.

A status conference related to confirmation will be held on
Aug. 8, 2013 at 1:30 p.m. by telephone conference call.

A full-text copy of the First Amended Disclosure Statement, dated
June 5, 2013, is available for free at:

         http://bankrupt.com/misc/SNOKISTGROWERSds0605.pdf

                       About Snokist Growers

Headquartered in Terrace Heights, in Yakima, Washington, Snokist
Growers is a non-profit cooperative association organized under
the laws of the State of Washington.  Snokist is governed by a
Board of Directors who are elected by Snokist's members.  Snokist
focuses on the cannery business under which it purchases fresh
fruit from both member and non-member growers and processes that
fruit into a variety of different products, including applesauce
and canned pears.  Snokist did not purchase or take delivery of
any fruit in 2012 and 2013.

Snokist Growers filed for Chapter 11 bankruptcy (Bankr. E.D. Wash.
Case No. 11-05868) on Dec. 7, 2011, with plans to liquidate after
sales couldn't recover from allegations that it violated food-
safety rules.  Judge Frank L. Kurtz presides over the case.
Lawyers at Bailey & Busey LLC serve as the Debtor's counsel.  In
its petition, the Debtor scheduled $69,567,846 in assets and
$73,392,906 in liabilities.  The petition was signed by Jim Davis,
president.

Robert D. Miller Jr., the United States Trustee for Region 14,
appointed three unsecured creditors to serve on the Official
Committee of Unsecured Creditors of Snokist Growers.  The
Committee is represented by Metiner G. Kimel, Esq., at Kimel Law
Offices.


SOLERA HOLDINGS: S&P Lowers CCR to 'BB-'; Outlook Stable
--------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Westlake, Texas-based Solera Holdings Inc. to 'BB-' from
'BB'.  The outlook is stable.

In addition, S&P assigned a 'BB-' issue-level rating with a
recovery rating of '4' to the company's new senior unsecured
notes.  S&P also lowered its issue-level rating on the company's
existing $850 million senior unsecured notes to 'BB-' from 'BB';
the recovery rating remains '4'.  The '4' recovery rating on both
the existing and new notes indicates S&P's expectation for average
(30% to 50%) recovery for lenders in the event of default.

S&P also lowered its issue-level rating on the company's senior
secured revolving credit facility to 'BB+' from 'BBB-'.  The
recovery rating remains at '1', indicating S&P's expectation for
very high (90% to 100%) recovery for lenders in the event of
default.

S&P expects the company to use the proceeds from the notes to
refinance the existing $105 million U.S. term loan and
$181 million European term loan and to finance future
acquisitions.  The transaction will result in an increase in pro
forma leverage to approximately 4.3x from 3.2x as of March 2013.

"The downgrade is based on the increase in pro forma leverage
following the transaction and our expectation that the company's
pro forma leverage will remain above 4x over the intermediate
term, as it reinvests the note proceeds in acquisitions and grows
its EBITDA," said Standard & Poor's credit analyst Katarzyna
Nolan.

The rating on Solera reflects its "fair" business risk profile and
"significant" financial risk profile (as defined in S&P's
criteria), incorporating a relatively narrow target market and an
aggressive growth strategy than results in spikes in leverage.
Consistent profitability, good cash flow generation, and a solid
market position in the global automobile insurance claims
processing industry are partial offsets.

The stable outlook is based on S&P's expectation of good revenue
growth and consistent adjusted EBITDA margins supported by the
company's recurring revenue base.  S&P could lower the rating if
Solera's margins decline due to acquisition-related integration
missteps or additional debt-financed acquisitions, such that
sustained leverage exceeds 5x.

Although S&P considers an upgrade unlikely in the near term, it
could raise the rating on consistent growth and profitability,
with leverage that declines to below 4x on a sustained basis.


SOUTH LAKES: Confirmation Hearing Scheduled for July 18
-------------------------------------------------------
A hearing on the confirmation of South Lakes Dairy Farm's Plan of
Reorganization will be held on July 18, 2013, at 9:00 a.m.

The Debtor obtained approval of the Disclosure Statement
describing the Plan on May 10, 2013.  Judge Richard Lee concluded
that the Disclosure Statement dated May 9, 2013, contains
"adequate information" as required by 11 U.S.C. Sec. 1125.  A
full-text copy of the Disclosure Statement dated May 9, 2013 is
available for free at:

         http://bankrupt.com/misc/SOUTHLAKES_DSMay9.PDF

Creditors eligible to vote on the Plan have until July 3, 2013, at
5:00 p.m. to do so.

Any objection to the confirmation of the Plan should be filed no
later than July 3 also.

As previously reported on April 23, 2013 by The Troubled Company
Reporter, the Plan contemplates that the Debtor will continue to
operate its dairy business after confirmation.  The Debtor will
make payments to its secured claimants, allowed convenience
claims, which consist of allowed general unsecured claims of
$3,500 or less, and general unsecured claims in excess of $3,500
under the Plan from its operating income.  Wells Fargo Bank's
secured claim, which totals $16,536,307, will be paid $238,003 per
month.  Wells Fargo's claim will accrue interest at the rate of
prime, plus 2% per annum, and will be amortized over 84 months.
Golden State and J.D. Heiskell will retain their liens, but the
value of their secured claims will be zero.  The claims held by
Seley and Cargill will be reconveyed or avoided or that the Debtor
will seek to value the creditors' interest in its collateral at $0
based on the senior debt held by Wells Fargo.  Volvo Financial
Services' secured claim, which totals $134,888, will be paid
$4,100 per month, and will accrue interest at the rate of 4% per
annum and will be amortized and paid over three years.  The Debtor
believes that the income received from current operations will be
sufficient to repay about 14% of its unsecured claims.  Payments
on the convenience class of general unsecured claims will be paid
a pro rata share of $4,000 within 30 days of the effective date of
the Plan.  The general unsecured claims in excess of $3,500 will
be paid $1.2 million pro-rata over a period of five years through
a pro-rata disbursement of $20,000 per month.  The general
unsecured claims in excess of $3,500 will receive net proceeds, if
any, of any preference or fraudulent conveyance recoveries in
addition to the $1.2 million.

                      About South Lakes Dairy

South Lakes Dairy Farm is a California partnership engaged in the
dairy cattle4 and milking business.  The partnership filed a bare-
bones Chapter 11 petition (Bankr. E.D. Calif. Case No. 12-17458)
in Fresno, California on Aug. 30, 2012, disclosing $19.5 million
in assets and $25.4 million in liabilities in its schedules.  The
Debtor said it has $1.97 million in accounts receivable charged to
Dairy Farmers of America on account of milk proceeds, and that it
has cattle worth $12.06 million.  The farm owes $12.7 million to
Wells Fargo Bank on a secured note.

Bankruptcy Judge W. Richard Lee presides over the case.  Jacob L.
Eaton, Esq., at Klein, DeNatale, Goldner, Cooper, Rosenlieb
& Kimball, LLP, in Bakersfield, Calif., represents the Debtor as
counsel.  The Debtor tapped A&M Livestock Auction, Inc., to
auction livestock.

August B. Landis, the Acting U.S. Trustee for Region 17, appointed
seven creditors to serve in the Official Committee of Unsecured
Creditors.  The Official Committee of Unsecured Creditors tapped
Blakeley & Blakeley LLP as its counsel.


SPECIALTY PRODUCTS: Seeks Stay of Estimation Order Pending Appeal
-----------------------------------------------------------------
Specialty Products Holding Corp. and Bondex International, Inc.,
ask the U.S. Bankruptcy for the District of Delaware to stay the
May 20, 2013 order estimating their asbestos liabilities pending
their appeal from that order.

As previously reported, the Court issued the Estimation Decision,
in which it adopted in its entirety the $1.1 billion estimation
proffered by the Future Claimants' Representative's estimation
expert, Dr. Thomas Vasquez, and rejected in all respects the
estimation proffered by the Debtors' expert, Dr. Charles Mullin.

The Debtors' counsel, Zachary I. Shapiro, Esq., at Richards,
Layton & Finger, P.A., in Wilmington, Delaware, argues that the
Court failed to measure the legal merits of the asbestos claims,
instead, the Court attempted to predict the amount of settlement
payments the Debtors would have made had they remained in the
state tort system and never filed for bankruptcy.  The Court,
according to Mr. Shapiro, did this despite uncontroverted evidence
that past settlement payments did not equate to or establish
liability and that, indeed, in order to avoid defense costs, the
Debtors had entered into group settlements that were not merit-
based.

In addition, by using the Debtors' past settlements to estimate
the Debtors' asbestos claims, the Court violated Rule 408 of the
Federal Rules of Evidence and its goal of promoting rather than
chilling settlements, Mr. Shapiro further argues.  By effectively
treating the Debtors' historical settlement payments as the
equivalent of judicial valuation of the claims against them, the
Court violated the letter and spirit of the rule and, in essence,
established a precedent that rewards aggressive litigation tactics
and penalizes parties for engaging in settlements, Mr. Shapiro
asserts.

Further, the Court refused to permit the Debtors to pursue
discovery their expert needed, an error derivative of the Court's
failure to measure the right thing, Mr. Shapiro adds.
Specifically, the denial of discovery was erroneous because it was
the result of reservations regarding the methodology of the
Debtors' expert -- a methodology that, unlike that of the
claimants' experts, sought to answer the question that Section
502(c) of the Bankruptcy Code requires a court to answer, Mr.
Shapiro points out.  Accordingly, the Debtors were unable to
obtain information regarding the recoveries their claimants
received, in respect of the same claims, from other sources,
including co-defendants and asbestos trusts, Mr. Shapiro says.

As a result of these and other errors, the Court's asbestos
liability estimation of $1.1 billion is in error and the
Estimation Decision should be reversed, the Debtors assert.

The Debtors assert that a stay is essential pending their appeal,
arguing that estimation of their current and future asbestos
liability is a key issue in their Chapter 11 cases.  By
erroneously and substantially overestimating the value of asbestos
claims against the Debtors, the Estimation Decision has impaired
the Debtors' ability to resolve those claims at a fair and
appropriate level, Mr. Shapiro argues.

In particular, there is risk that the Debtors' appeal from the
Estimation Decision could be considered moot absent a stay pending
appeal, Mr. Shapiro tells the Court.  He notes that the Official
Committee of Asbestos Claimants and the FCR filed a joint plan of
reorganization, which calls for two potential alternatives to be
applied based on the results of the estimation trial.

Although the Debtors dispute that a plan of reorganization
premised on the Estimation Decision could be confirmed under the
cram down provisions of the Bankruptcy Code, if the Committee and
the FCR were to obtain confirmation of the Creditor Plan or other
cram down plan of reorganization, the Debtors' appeal of the
Estimation Decision could be rendered equitably moot, Mr. Shapiro
says.  Indeed, courts have dismissed appeals as equitably moot
where the relief sought on appeal would require the unscrambling
of complex bankruptcy reorganizations, he notes, citing In re
Phil. Newspapers, LLC , 690 F.3d 161, 169-70 (3d Cir. 2012).

The Debtors are also represented by Daniel J. DeFranceschi, Esq.,
and Paul N. Heath, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware; and Gregory M. Gordon, Esq., Dan B. Prieto,
Esq., and Paul M. Green, Esq., at Jones Day, in Dallas, Texas.

A hearing on the Debtors' motion will be held on July 18, 2013, at
10:00 a.m.  Objections are due July 2.

                     About Specialty Products

Cleveland, Ohio-based Specialty Products Holdings Corp., aka RPM,
Inc., is a wholly owned subsidiary of RPM International Inc.  The
Company is the holding company parent of Bondex International,
Inc., and the direct or indirect parent of certain additional
domestic and foreign subsidiaries.  The Company claims to be a
leading manufacturer, distributor and seller of various specialty
chemical product lines, including exterior insulating finishing
systems, powder coatings, fluorescent colorants and pigments,
cleaning and protection products, fuel additives, wood treatments
and coatings and sealants, in both the industrial and consumer
markets.

The Company filed for Chapter 11 bankruptcy protection (Bankr. D.
Del. Case No. 10-11780) on May 31, 2010.  Gregory M. Gordon, Esq.,
Dan B. Prieto, Esq., and Robert J. Jud, Esq., at Jones Day, serve
as bankruptcy counsel.  Daniel J. DeFranceschi, Esq., and Zachary
I. Shapiro, Esq., at Richards Layton & Finger, serve as co-
counsel.  Logan and Company is the Company's claims and notice
agent.  The Company estimated its assets and debts at $100 million
to $500 million.

The Company's affiliate, Bondex International, Inc., filed a
separate Chapter 11 petition on May 31, 2010 (Case No. 10-11779),
estimating its assets and debts at $100 million to $500 million.


STELLAR BIOTECHNOLOGIES: Board Member Quits
-------------------------------------------
Darrell Brookstein has resigned from his role as Executive VP,
Corporate Development and Finance, and from his positions on the
Company's Board of Directors, effective June 21, 2013.

Mr. Brookstein has served on the Board since April 2010.  He is
resigning to devote more time to personal and outside business
commitments.

"Stellar is a great company with very attractive growth
potential," said Mr. Brookstein.  "I believe the path laid out for
the Company's future is well thought out and contains the seeds
for greater success.  I am very confident in the Company's
prospects and I remain supportive of its progress, and the Board's
good efforts, in any way possible."

Frank Oakes, Stellar Chairman said: "On behalf of the Board, we
want to thank Darrell for his contributions as Executive VP and a
Director of the Company.  Darrell was instrumental in the
Company's early structuring and its transformation into a
publicly-held corporation.  We appreciate his thoughtful input to
Stellar's business strategy and his passion for our technology.
We wish Darrell well in his future activities."

                          About Stellar

Port Hueneme, Calif.-based Stellar Biotechnologies, Inc.'s
business is to commercially produce and market Keyhole Limpet
Hemocyanin ("KLH") as well as to develop new technology related to
culture and production of KLH and subunit KLH ("suKLH")
formulations.  The Company markets KLH and suKLH formulations to
customers in the United States and Europe.

KLH is used extensively as a carrier protein in the production of
antibodies for research, biotechnology and therapeutic
applications.

The Company's balance sheet at March 31, 2013, showed
US$1.4 million in total assets, US$4.6 million in total
liabilities, and a stockholders' deficit of US$3.2 million.
The Company reported a net loss of US$4.4 million on US$177,208 of
revenues for the six months ended Feb. 28, 2013, compared with a
net loss of US$2.1 million  on US$193,607 of revenues for the six
months ended Feb. 29, 2012.


STREAMTRACK INC: Amends Form 10-Q; Net Loss Increased $316K
-----------------------------------------------------------
StreamTrack, Inc., has restated its November 30, 2012 quarterly
report on Form 10-Q to report a contingent royalty liability (the
"Royalty") associated with the purchase of certain assets and
liabilities from Lenco Mobile, Inc. ("Lenco") on Dec. 1, 2011 (the
"Acquired Assets").  These Acquired Assets were subsequently
acquired by the Company on Aug. 31, 2012, in connection with its
acquisition of Radioloyalty, Inc. ("RL").  As a result of the fact
that the consideration payable to Lenco is entirely contingent on
future events, no liability was recorded by RL as of Dec. 1, 2011.

According to the Company, this accounting treatment is appropriate
if the Acquired Assets did not represent a business.

"The Company had previously determined that the Acquired Assets
did not represent a business.  After several months of
consultation and review of this issue with the Staff of the U.S.
Securities and Exchange Commission, the Company and the SEC have
agreed that the Acquired Assets did represent a business on the
Dec. 1, 2011 acquisition date.  As a result, the RL has valued the
consideration owed to Lenco as of the acquisition date.  The
Company has reviewed the liability as of the reporting date,
Nov. 30, 2012, and determined the balance to be reasonable as of
Nov. 30, 2012."

As a result of this Amendment No. 1, the Company's total assets
increased $439,646.  Total liabilities increased $1,067,696.
Total stockholders' deficit increased $628,050.  The Company's
revenues did not change.  Costs of sales increased $51,429.
Operating expenses did not change.  Other expenses increased
$264,639.  Net loss increased $316,068 to $868,864 (from $552,796
as originally reported).

"For the three months ended Nov. 30, 2012, the Company recorded a
net loss of $868,864.  The net loss, along with the Nov. 30, 2012
working capital deficit of $1,411,510 indicates that the Company
may have difficulty continuing as a going concern."

A copy of the Form 10-Q/A is available at http://is.gd/KtPHw2

Santa Barbara, Calif.-based StreamTrack, Inc., is a digital media
and technology services company.  The Company provides audio and
video streaming and advertising services through the RadioLoyalty
Platform to over 1,100 internet and terrestrial radio stations and
other broadcast content providers.


TC GLOBAL: Assets Sale Closing Expected
---------------------------------------
Katy Stech writing for Dow Jones' DBR Small Cap reports that more
than five months after actor Patrick Dempsey and other investors
promised to buy the Tully's coffeehouse chain out of bankruptcy,
the ink has yet to dry on the roughly $9.1 million deal.  The
Debtor told the Court last week that the sale would close Sunday.

Mr. Dempsey's group received formal authorization on Jan. 18 to
buy the 47 stores belonging to Tully's Coffee Shops for $9.15
million.

The price includes $6.95 million cash and the assumption of
liabilities.  The opening bid at the auction was $4.3 million.

Proceeds from the sale are expected to provide payment of
unsecured creditors in full with interest.

                          About TC Global

Headquartered in Seattle, Washington, TC Global, Inc., dba Tully's
Coffee -- http://www.tullyscoffeeshops.com/-- is a specialty
coffee retailer and wholesaler.  Through company owned, licensed
and franchised specialty retail stores in Washington, Oregon,
California, Arizona, Idaho, Montana, Colorado, Wyoming and Utah,
throughout Asia with Tully's Coffee International, and with its
global alliance partner Tully's Coffee Japan, Tully's premium
coffees are available at 545 branded retail locations globally.

TC Global Inc. filed a Chapter 11 petition (Bankr. W.D. Wash. Case
No. 12-20253-KAO) on Oct. 10, 2012.

The Debtor is represented by attorneys at Bush Strout & Kornfeld
LLP, in Seattle.

The Debtor disclosed assets of $4.9 million and debt totaling
$3.7 million, including $2.6 million in unsecured claims.

The Seattle-based chain has 57 company-owned stores and 12
franchised.  There are another 71 franchises in grocery stores,
schools and airports.  Tully's will close nine stores following
bankruptcy.

Bloomberg report discloses that Tully's sold the wholesale and
distribution business in 2009, generating $40 million that allowed
a $5.9 million distribution to shareholders.


TEMPLE UNIVERSITY: S&P Lowers Rating on Outstanding Bonds to 'BB+'
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term rating to
'BB+' from 'BBB-' on Philadelphia Hospital and Higher Education
Facilities Authority's outstanding bonds issued for Temple
University Health System (TUHS).  The outlook is stable.

"The downgrade reflects a weak overall financial profile, which
offers little cushion to weather disruptions in volume, revenue,
or progress related to the recent Fox Chase Cancer Center
acquisition," said Standard & Poor's credit analyst Charlene
Butterfield.  As TUHS continues to enhance physician recruitment
and revenue growth, curb costs, and more fully recognize
operational efficiencies of Fox Chase Cancer Center and Jeanes
Hospital, which share a campus, it continues to grapple with
shifts in utilization, and slower-than-expected realization of
cost savings.

Securing the bonds is a revenue pledge of the obligated group,
which includes the system's four existing acute-care hospital
sites, an employed primary care group, a patient transport
company, the parent holding company, and majority of Fox Chase
entities.

The stable outlook reflects S&P's view of the progress made to
date in physician recruitment, lowering length of stay, and
increasing patient acuity.  It is S&P's opinion that at the lower
'BB+' rating, TUHS has greater flexibility to absorbe the cost of
the Fox Chase acquisition debt, integrate with the Jeanes
facility, curb the cost of care at the main academic facility, and
respond to costs related to additional physician recruiting.  S&P
anticipates that the uncertainty regarding receipt of additional
state funding will continue in fiscal 2013 and beyond, and expect
that operating deficits could continue as TUHS executes its
strategic objectives.

During the next one to two years, S&P could consider a negative
outlook or lower rating should operating results deviate
substantially from forecast, or if balance sheet metrics decrease
from current levels, to about 70 days' cash on hand.  S&P do not
expect to consider a positive outlook or higher rating during the
next one to two years, given TUHS' weak balance sheet and thin
coverage.  However, S&P will review future structural change in
the relationship between the university and TUHS, and additional
sources of liquidity to bolster TUHS' balance sheet.


THQ INC: Stipulation with Insolvency Services Group Filed
---------------------------------------------------------
BankruptcyData reported that THQ Inc. filed with the U.S.
Bankruptcy Court a motion for an order approving a stipulation
between the Debtors and Insolvency Services Group.

Under this stipulation, ISG's claim shall be allowed as a general
unsecured claim in the modified amount of $20,000, and THQ is
authorized to withdraw its claim against ISG, the report related.
Although the Debtors may ultimately prevail on disallowance of
ISG's claim, the Debtors acknowledge, as with all litigation, that
there is an inherent risk in litigating these matters as well as
incurring unavoidable expenditures of estates assets associated
with any litigation, the report said.

The stipulation eliminates that need to continue in protracted
litigation that would drain the Company's valuable resources, the
report added.

                           About THQ Inc.

THQ Inc. (NASDAQ: THQI) -- http://www.thq.com/-- was a worldwide
developer and publisher of interactive entertainment software.
The Company developed its products for all popular game systems,
personal computers, wireless devices and the Internet.
Headquartered in Los Angeles, California, THQ sold product through
its network of offices located throughout North America and
Europe.

THQ Inc. and its affiliates sought Chapter 11 protection (Bankr.
D. Del. Lead Case No. 12-13398) on Dec. 19, 2012.  Michael R.
Nestor, M. Blake Cleary and Jaime Luton Chapman at Ypung Conaway
Stargatt & Taylor, LLP; and Oscar Garza at Gibson, Dunn & Crutcher
LLP represent the Debtors.  FTI Consulting and Centerview Partners
LLC are the financial advisors.  Kurtzman Carson Consultants is
the claims and notice agent.

Before the bankruptcy, Clearlake signed a contract to buy Agoura
THQ for a price said to be worth $60 million.  After a 22-hour
auction with 10 bidders, the top offers brought a combined $72
million from several buyers who will split up the company. Judge
Walrath approved the sales in January.  Some of the assets didn't
sell, including properties the company said could be worth about
$29 million.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed five
persons to serve in the Official Committee of Unsecured Creditors.
The Committee tapped Houlihan Lokey Capital as its financial
advisor and investment banker, Landis Rath & Cobb as co-counsel
and Andrews Kurth as counsel.


THQ INC: Wants $4MM Tattoo IP Claim Out of Ch. 11 Vote
------------------------------------------------------
Matt Chiappardi of BankruptcyLaw360 reported that bankrupt video
game maker THQ Inc. said that for purposes of voting on its
Chapter 11 plan, it wants to temporarily reduce to zero a $4
million claim from a tattoo artist who sued the company for using
an image of a fighter he had inked in several mixed martial arts
titles.

According to the report, tattoo artist Christopher Escobedo claims
that THQ violated his copyright for a lion tattoo inked into
Ultimate Fighting Championship fighter Carlos Condit's rib cage
when it used his image in two games.

                           About THQ Inc.

THQ Inc. (NASDAQ: THQI) -- http://www.thq.com/-- was a worldwide
developer and publisher of interactive entertainment software.
The Company developed its products for all popular game systems,
personal computers, wireless devices and the Internet.
Headquartered in Los Angeles, California, THQ sold product through
its network of offices located throughout North America and
Europe.

THQ Inc. and its affiliates sought Chapter 11 protection (Bankr.
D. Del. Lead Case No. 12-13398) on Dec. 19, 2012.  Michael R.
Nestor, M. Blake Cleary and Jaime Luton Chapman at Ypung Conaway
Stargatt & Taylor, LLP; and Oscar Garza at Gibson, Dunn & Crutcher
LLP represent the Debtors.  FTI Consulting and Centerview Partners
LLC are the financial advisors.  Kurtzman Carson Consultants is
the claims and notice agent.

Before the bankruptcy, Clearlake signed a contract to buy Agoura
THQ for a price said to be worth $60 million.  After a 22-hour
auction with 10 bidders, the top offers brought a combined $72
million from several buyers who will split up the company. Judge
Walrath approved the sales in January.  Some of the assets didn't
sell, including properties the company said could be worth about
$29 million.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed five
persons to serve in the Official Committee of Unsecured Creditors.
The Committee tapped Houlihan Lokey Capital as its financial
advisor and investment banker, Landis Rath & Cobb as co-counsel
and Andrews Kurth as counsel.


TOYS 'R' US: Weak Credit Metrics Prompt Moody's to Cut CFR to B2
----------------------------------------------------------------
Moody's Investors Service downgraded the Corporate Family and
Probability of Default ratings of Toys "R" Us, Inc. to B2 from B1,
and also downgraded several instrument ratings. The Speculative
Grade Liquidity Rating was upgraded to an SGL-2 from an SGL-3. A
stable outlook was assigned.

Ratings downgraded:

Toys "R" Us, Inc.

Corporate family rating to B2 from B1

Probability of default rating to B2-PD from B1-PD

$405M 7.375% senior notes due 2018 to Caa1/94-LGD6 from B3/94-LGD6

$450M10.375% senior notes due 2017 to Caa1/94-LGD6 from B3/94-LGD6

Toys "R" Us Delaware, Inc.

$700M Sr Sec Credit Facility due 2016 to B2/47-LGD3 from B1/44-
LGD3

$395M Incremental secured term loan facility due 2018 to B2/47-
LGD3 from B1/44-LGD3

$225M Second incremental secured term loan facility due 2018 to
B2/47-LGD3 from B1/44-LGD3

$365M 7.375% senior secured notes due 2016 to B2/47-LGD3 from
B1/44-LGD3

Toys "R" Us Property Company II, LLC

$725M 8.500% senior secured notes due 2017 to Ba2/15-LGD2 from
Ba1/13-LGD2

Rating upgraded:

Toys "R" Us, Inc.

Speculative grade liquidity rating to SGL-2 from SGL-3

Ratings Affirmed:

Toys 'R' Us Delaware, Inc.

$200M 8.750% debentures due 2021 at B3/77-LGD5

Toys "R" Us Property Company I, LLC

$950M 10.750% senior notes due 2017 at B3/77-LGD5

Ratings Rationale:

"The downgrade of the Corporate Family rating to B2 reflects Toys'
weak credit metrics, which have not met the hurdles Moody's set in
March 2012 when the outlook was changed to negative," stated
Moody's Senior Analyst Charlie O'Shea. "Challenged operating
performance has resulted in leverage metrics weakening, with
debt/EBITDA well above 6 times and RCF/net debt below 10%, and
interest coverage is presently barely above 1 time. Liquidity has
improved due to the successful management of the $1.3 billion in
February-April 2013 debt maturities, with this improvement
reflected in the SGL upgrade. The fact that Toys now has no
meaningful debt maturities until 2016 adds to the enhanced
liquidity profile," O'Shea continued.

The B2 Corporate Family Rating acknowledges the company's weak
credit metrics, with debt/EBITDA at the May 2013 FYE high at
around 6.7 times, retained cash flow/net debt of around 9%, and
EBITA/interest hovering at around 1 time. Ratings also consider
Toys' excellent market position as the world's largest dedicated
toy retailer, the favorable placing of its solid Babies "R" Us
brand and concept, good liquidity, and balanced financial policy.
In addition, ratings acknowledge that Toys is presently operating
without a permanent CEO. The stable outlook reflects Moody's
opinion that the company is well-positioned within the B2 rating
category due to its solid competitive profile. Ratings could be
upgraded if debt/EBITDA is sustained below 5.75 times, RCF/net
debt approached 11%, and EBITA/interest approached 1.5 times.
Ratings could be downgraded if debt/EBITDA approached 7 times or
if EBITA/interest fell below 1 time.

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

Toys "R" Us is the world's largest dedicated retailer of toys,
with annual revenues of around $14 billion. The company was taken
private in an LBO transaction in July 2005 by affiliates of
Kohlberg, Kravis, Roberts & Co., Vornado Realty Trust, and Bain
Capital, each of which still owns around 33%, with the remainder
now owned by management. It also operates the Babies "R" Us
concept.


TRANS-LUX CORP: Warrants Exercise Period Extended to July 31
------------------------------------------------------------
The Board of Directors of Trans-Lux Corporation unconditionally
further extended the exercise period of the Company's outstanding
A Warrants.  Holders of the A Warrants may now exercise their
rights thereunder through July 31, 2013.  The Board provided for
this additional extension in order to provide the holders with
more time within which to exercise their A Warrants.

As part of the Company's restructuring plan, on Nov. 14, 2011, the
Company completed the sale of an aggregate of $8.3 million of
securities consisting of 416,500 shares of the Company's Series A
Convertible Preferred Stock, par value $0.001 per share having a
stated value of $20.00 per share and convertible into 50 shares of
the Company's Common Stock, par value $0.001 per share (or an
aggregate of 20,825,000 shares of Common Stock) and 4,165,000 one-
year warrants.

These securities were issued at a purchase price of $20,000 per
unit.  Each Unit consists of 1,000 shares of Preferred Stock,
which have subsequently converted into 50,000 shares of Common
Stock and 10,000 A Warrants.  Each A Warrant entitles the holder
to purchase one share of the Company's Common Stock and a three-
year warrant, at an exercise price of $0.20 per share.  Each B
Warrant will entitle the holder to purchase one share of the
Company's Common Stock at an exercise price of $0.50 per share.
The exercise period under the A Warrants was originally set to
expire on Nov. 14, 2012, and was previously extended by the
Company's Board of Directors through July 2, 2013.

                    About Trans-Lux Corporation

Norwalk, Conn.-based Trans-Lux Corporation (NYSE Amex: TLX) is a
designer and manufacturer of digital signage display solutions for
the financial, sports and entertainment, gaming and leasing
markets.

The Company reported a net loss of $1.42 million in 2011, compared
with a net loss of $7.03 million in 2010.  The Company's balance
sheet at Sept. 30, 2012, showed $23.62 million in total assets,
$20.37 million in total liabilities, and $3.25 million in total
stockholders' equity.


TRAVELPORT LIMITED: Amends Credit Agreements
--------------------------------------------
Travelport Limited, on June 26, 2013, has amended its existing
first lien credit agreement with UBS AG, Stamford Branch, as
revolving administrative agent, Credit Suisse AG, as term
administrative agent and L/C issuer, UBS Loan Finance LLC, as
swing line lender, Credit Suisse Securities (USA) LLC, as
syndication agent.

The First Lien Credit Agreement, among other things, (i)
refinances in full the outstanding loans and commitments under the
Existing First Lien Credit Agreement with the proceeds of a new
$1,553,800,000 term loan facility with a maturity date of June 26,
2019, and an initial interest rate equal to LIBOR plus 5 percent;
(ii) provides for a new $120,000,000 superpriority revolving
credit facility with a maturity date of June 26, 2018, and an
initial interest rate equal to LIBOR plus 4.25 percent; (iii)
provides for incremental term loan facilities subject to a 3.1 to
1.0 first lien leverage ratio test (calculated on a pro forma
basis); (iv) amends the definition of Consolidated EBITDA to add
back amortization of development advance payments made with the
objective of increasing the number of clients, or improving
customer loyalty; (v) amends the Company's total leverage ratio
test, which initially is set at 7.15 to 1.0; (vi) replaces the
Company's first lien leverage ratio test with a senior secured
leverage ratio test, which initially is set at 5.45 to 1.0; (vii)
reduces the Company's minimum liquidity threshold; (viii)
effectuates certain amendments to the negative covenants in the
First Lien Credit Agreement to permit certain additional
indebtedness, investments, restricted payments and payments with
respect to junior lien indebtedness and the Company's senior
notes; (ix) removes certain limitations on dispositions of assets;
(x) amends the definition of "change of control"; (xi) provides
for the acceleration of the maturity dates of the first lien
credit facilities if more than a specified percentage of certain
of our other indebtedness is outstanding on certain dates; (xii)
has substantially the same covenants and events of default as
under the Existing Credit Agreement; and (xiii) effectuates
various technical, conforming, and other changes.

On June 26, 2013, the Company amended its Second Lien Credit
Agreement dated as of March 11, 2013, among Travelport LLC, as
borrower, Travelport Limited, as parent guarantor, Waltonville
Limited, as intermediate parent guarantor, TDS Investor
(Luxembourg) S.a r.l., as TDS intermediate parent guarantor,
Credit Suisse AG, as administrative agent and the other agents and
lenders party thereto to (i) amend the definition of Consolidated
EBITDA to add back amortization of development advance payments
made with the objective of increasing the number of clients, or
improving customer loyalty; (ii) implement conforming changes to
the Company's total leverage ratio test, which initially is set at
7.15 to 1.0, and the Company's maximum senior secured leverage
ratio, which initially is set at 5.45 to 1.0; and (iii) amend
certain definitions.

Copies of the Amended Credit Agreements are available at:

                        http://is.gd/5WqSNQ
                        http://is.gd/Gx4t7J
                        http://is.gd/2uOkie

                     About Travelport Holdings

Headquartered in Atlanta, Georgia, Travelport provides transaction
processing services to the travel industry through its global
distribution system business, which includes the group's airline
information technology solutions business.  During FYE2011, the
group reported revenues and adjusted EBITDA of US$2 billion and
US$507 million, respectively.

Travelport Limited incurred a net loss of $236 million in 2012, as
compared with net income of $172 million in 2011.  The Company's
balance sheet at March 31, 2013, showed $3.20 billion in total
assets, $4.41 billion in total liabilities, and a $1.21 billion
total deficit.

                           *     *     *

As reported by the TCR on Oct. 10, 2011, Standard & Poor's Ratings
Services lowered its long-term corporate credit ratings on travel
services provider Travelport Holdings Limited (Travelport
Holdings) and indirect subsidiary Travelport LLC (Travelport) to
'SD' (selective default) from 'CC'.

The downgrades follow the implementation of a capital
restructuring, which was necessary because of the Travelport
group's high leverage, weak liquidity, and the upcoming maturity
of its $693 million (as of end-June 2011) PIK loan in March 2012.
"According to our criteria, we view this restructuring as a
distressed exchange and tantamount to a default (see 'Rating
Implications Of Exchange Offers And Similar Restructurings,
Update,' published May 12, 2009, on RatingsDirect on the Global
Credit Portal)," S&P related.

In May 2012, Moody's Investors Service affirmed the Caa1 corporate
family rating (CFR) and probability of default rating (PDR) of
Travelport LLC.


TRENDSET INC: Inks Deal with Creditor on Cash Collateral Use
------------------------------------------------------------
Timberland LLC, f/k/a The Timberland Company, asked the U.S.
Bankruptcy Court for the District of South Carolina to prohibit
the use of its cash collateral, holding that the cash collateral
is not part of the estates of Trendset Inc.  Timberland also asked
the Court to direct Katie Goodman, as Chapter 11 Trustee, to
abandon or surrender those funds.

In a court-approved stipulation, Timberland and the Chapter 11
Trustee agreed that, pending further Court order or without the
prior consent of Timberland, the Trustee will not transfer or use
the cash collateral (known as "April 12/15 Funds").  The cash
collateral consists of certain amounts transferred by Timberland
prior to the Petition Date to the Debtor pursuant to a prepetition
services agreement.  The parties also agreed that the Chapter 11
Trustee is not prevented from her continued use of funds generated
by the operation of the Debtor's audit business.

The hearing on Timberland's request for the Chapter 11 Trustee to
surrender all April 12/15 Funds is continued to July 23, 2013, at
10:00 a.m.  The deadline to object to Timberland's request for the
abandonment and surrender of the April 12/15 Funds will be
July 16.

Michael H. Weaver, Esq. -- mweaver@mcnair.net -- at McNair Law
Firm, P.A., in Columbia, South Carolina, represents the Chapter 11
Trustee.

David B. Wheeler, Esq. -- davidwheeler@mvalaw.com -- at Moore &
Van Allen, in Charleston, South Carolina, and Keith J. Cunningham,
Esq. -- kcunningham@pierceatwood.com -- and Ryan F. Kelley, Esq. -
- rkelley@pierceatwood.com -- at Pierce Atwood LLP, in Portland,
Maine, represent Timberland.

                       About Trendet, Inc.

Trendset, Inc., was the subject of an involuntary Chapter 11
petition (Bankr. D. S.C. Case No. 13-02225) filed on April 15,
2013.  Rory D. Whelehan, Esq., at Womble Carlyle Sandridge & Rice,
LLP, serves as counsel to the alleged creditors.  Creditors who
signed the Chapter 11 petition are Husqvarna Professional
Products, Inc., (owed $5,782,524), Legrand North America, Inc.
(owed $4,642,653) and DH Business Services, LLC (owed $3,883,360).


TRENDSET INC: AFS Logistics Beats Belgian Company Over Assets
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of South Carolina
authorized Katie Goodman, the Chapter 11 trustee for Trendset,
Inc., to sell all or substantially all of the Debtor's assets to
AFS Logistics, L.L.C., who bested two other interested buyers.

AFS Logistics offered $1,140,000 for the Debtor's assets, which
offer was substantially higher than the $1,025,000 offer from
Europe Management SPRL, a Belgian limited liability company, who
was the stalking horse bidder.  Europe Management was chosen as
the Back-up Bidder.  A third bid was received by the Chapter 11
Trustee prior to the auction held on June 10.

Husqvarna Professional Products, Inc., objected to the sale
motion.  In order to resolve its objection, the Chapter 11 Trustee
represented that (i) her representatives will by the sale closing,
be in possession of copies of all identified and located
electronically stored information ("ESI") that was available on
the Debtor's servers, databases, hard drives, and backup systems
prior to June 1, 2013; (ii) the Data includes those files,
databases and documents listed on the inventory of ESI provided by
the Debtor to Husqvana and others by electronic mail and described
as Trendset Inventory Servers as of June 1, 2013; and (iii) the
Chapter 11 Trustee will use her best efforts to have certain of
the Data maintained on and accessible from a live environment.

Michael M. Beal, Esq. -- mbeal@mcnair.net -- Robin C. Stanton,
Esq. -- rstanton@mcnair.net -- Elizabeth J. Philp, Esq. --
lphilp@mcnair.net -- and Michael H. Weaver, Esq., at McNair Law
Firm, P.A., in Columbia, South Carolina, represent the Chapter 11
Trustee.

                       About Trendset, Inc.

Trendset, Inc., was the subject of an involuntary Chapter 11
petition (Bankr. D. S.C. Case No. 13-02225) filed on April 15,
2013.  Rory D. Whelehan, Esq., at Womble Carlyle Sandridge & Rice,
LLP, serves as counsel to the alleged creditors.  Creditors who
signed the Chapter 11 petition are Husqvarna Professional
Products, Inc., (owed $5,782,524), Legrand North America, Inc.
(owed $4,642,653) and DH Business Services, LLC (owed $3,883,360).

Katie Goodman was appointed Chapter 11 Trustee for Trendset, Inc.
The Chapter 11 Trustee is represented by Michael H. Weaver, Esq.
at McNair Law Firm, P.A., in Columbia, South Carolina.


TRIBUNE CO: Fights Continue as Bankruptcy Fees Exceed $340M
-----------------------------------------------------------
Peg Brickley writing for Dow Jones' DBR Small Cap reports that
Tribune Co. is shelling out the last of more than $340 million in
professional fees run up during a long and contentious Chapter 11
case and is summoning a former federal judge to try to settle
remaining fights.

                         About Tribune Co.

Chicago, Illinois-based Tribune Co. -- http://www.tribune.com/--
and 110 of its affiliates filed for Chapter 11 protection (Bankr.
D. Del. Lead Case No. 08-13141) on Dec. 8, 2008.  The Debtors
proposed Sidley Austin LLP as their counsel; Cole, Schotz, Meisel,
Forman & Leonard, PA, as Delaware counsel; Lazard Ltd. and Alvarez
& Marsal North America LLC as financial advisors; and Epiq
Bankruptcy Solutions LLC as claims agent.  As of Dec. 8, 2008, the
Debtors listed $7,604,195,000 in total assets and $12,972,541,148
in total debts.  Chadbourne & Parke LLP and Landis Rath LLP served
as co-counsel to the Official Committee of Unsecured Creditors.
AlixPartners LLP served as the Committee's financial advisor.
Landis Rath Moelis & Company served as the Committee's investment
banker.  Thomas G. Macauley, Esq., at Zuckerman Spaeder LLP, in
Wilmington, Delaware, represented the Committee in connection with
the lawsuit filed against former officers and shareholders for the
2007 LBO of Tribune.

Protracted negotiations and mediation efforts and numerous
proposed plans of reorganization filed by Tribune Co. and
competing creditor groups delayed Tribune's emergence from
bankruptcy.  Many of the disputes among creditors center on the
2007 leveraged buyout fraudulence conveyance claims, the
resolution of which is a key issue in the bankruptcy case.

Judge Kevin J. Carey issued an order dated July 13, 2012,
overruling objections to the confirmation of Tribune Co. and its
debtor affiliates' Plan of Reorganization.  In November 2012,
Tribune received approval from the Federal Communications
Commission to transfer media licenses, one of the hurdles to
implementing the reorganization plan.  Aurelius Capital Management
LP failed in halting implementation of the plan pending appeal.

Tribune Co. exited Chapter 11 protection Dec. 31, 2012, ending
four years of reorganization.  The reorganization allowed a group
of banks and hedge funds, including Oaktree Capital Management and
JPMorgan Chase & Co., to take over the media company.


TXU CORP: Bank Debt Due Oct. 2017 Trades at 30% Off
---------------------------------------------------
Participations in a syndicated loan under which TXU Corp is a
borrower traded in the secondary market at 70.03 cents-on-the-
dollar during the week ended Friday, June 28, 2013 according to
data compiled by LSTA/Thomson Reuters MTM Pricing and reported in
The Wall Street Journal.  This represents a drop of 0.83
percentage points from the previous week, The Journal relates.
TXU Corp pays 450 basis points above LIBOR to borrow under the
facility.  The bank loan matures on Oct. 10, 2017. The bank debt
carries Moody's Caa3 rating and Standard & Poor's CCC rating.  The
loan is one of the biggest gainers and losers among 230 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

              About Energy Future Holdings, fka TXU Corp.

Energy Future Holdings Corp., formerly known as TXU Corp., is a
privately held diversified energy holding company with a portfolio
of competitive and regulated energy businesses in Texas.  Oncor,
an 80%-owned entity within the EFH group, is the largest regulated
transmission and distribution utility in Texas.

The Company delivers electricity to roughly three million delivery
points in and around Dallas-Fort Worth.  EFH Corp. was created in
October 2007 in a $45 billion leverage buyout of Texas power
company TXU in a deal led by private-equity companies Kohlberg
Kravis Roberts & Co. and TPG Inc.

Energy Future incurred a net loss of $3.36 billion on $5.63
billion of operating revenues for 2012.  This follows net losses
of $1.91 billion in 2011 and $2.81 billion in 2010.

The Company's balance sheet at Dec. 31, 2012, showed $40.97
billion in total assets, $51.89 billion in total liabilities and a
$10.92 billion total deficit.

                Restructuring Talks With Creditors

In April 2013, Energy Future Holdings Corp., Energy Future
Competitive Holdings Company, Texas Competitive Electric Holdings
Company LLC, and Energy Future Intermediate Holding Company LLC
confirmed in a regulatory filing that they are in restructuring
talks with certain unaffiliated holders of first lien senior
secured claims concerning the Companies' capital structure.

The Companies expect to continue to explore all available
restructuring alternatives to facilitate the creation of
sustainable capital structures for the Companies and to otherwise
attempt to address the Creditors' concerns with the Restructuring
Proposal and Sponsor Proposal.

The Companies have retained Kirkland & Ellis LLP and Evercore
Partners to advise the Companies with respect to the potential
changes to the Companies' capital structure and to assist in the
evaluation and implementation of other potential restructuring
options.

The Creditors have retained Paul, Weiss, Rifkind, Wharton &
Garrison LLP and Millstein & Co., L.P. to advise the Creditors and
to assist in the Creditors' evaluation of potential restructuring
options involving the Companies.

According to a Wall Street Journal report, people familiar with
the matter said Apollo Global Management LLC, Oaktree Capital
Management, Centerbridge Partners and GSO Capital Partners, the
credit arm of buyout firm Blackstone Group LP, all hold large
chunks of Energy Future Holdings' senior debt.  Many of these
firms belong to a group being advised by Jim Millstein, a
restructuring expert who helped the U.S. government revamp
American International Group Inc.

According to the Journal, people familiar with Apollo's thinking
said Apollo recently enlisted investment bank Moelis & Co. for
additional advice to ensure it gets as much attention as possible
on the case given its large debt holdings.

                           *     *     *

In the Feb. 1, 2013, edition of the TCR, Fitch Ratings lowered
the Issuer Default Ratings (IDR) of Energy Future Holdings Corp
(EFH) and Energy Future Intermediate Holding Company LLC (EFIH) to
'Restricted Default' (RD) from 'CCC' on the conclusion of the debt
exchange and removed the Rating Watch Negative.

As reported by the TCR on Feb. 4, 2013, Standard & Poor's Ratings
Services said it raised its corporate credit ratings on EFH, EFIH,
TCEH, and Energy Future Competitive Holdings Co. (EFCH) to 'CCC'
from 'D' following the completion of several debt exchanges, each
of which S&P considers distressed.

As reported by the TCR on Aug. 15, 2012, Moody's downgraded the
Corporate Family Rating (CFR) of EFH to Caa3 from Caa2 and
affirmed its Caa3 Probability of Default Rating (PDR) and SGL-4
Speculative Grade Liquidity Rating.  The downgrade of EFH's CFR to
Caa3 from Caa2 reflects the company's financial distress and
limited financial flexibility.

In February 2013, Moody's Investors Service withdraw Energy
Future Holdings Corp.'s Caa3 Corporate Family Rating, Caa3-PD
Probability of Default Rating, SGL-4 Speculative Grade Liquidity
Rating and developing rating outlook.  At the same time, Moody's
assigned a Ca CFR to Energy Future Competitive Holdings Company
and a B3 CFR to Energy Future Intermediate Holdings Company LLC.
Both EFCH and EFIH are intermediate subsidiary holding companies
wholly-owned by EFH. EFCH's rating outlook is negative. EFIH's
rating outlook is negative.

"We see different default probabilities between EFCH and EFIH,"
said Jim Hempstead, senior vice president. "We believe EFCH has a
high likelihood of default over the next 6 to 12 months, because
it is projected to run out of cash in early 2014. EFIH has a much
lower likelihood of default owing to the credit separateness that
EFH is creating between EFIH and Texas Competitive Electric
Holdings Company LLC along with EFIH's reliance on stable cash
flows from its regulated transmission and distribution utility,
Oncor Electric Delivery Company."


TXU CORP: Bank Debt Due Oct. 2014 Trades at 29% Off
---------------------------------------------------
Participations in a syndicated loan under which TXU Corp is a
borrower traded in the secondary market at 71.15 cents-on-the-
dollar during the week ended Friday, June 28, 2013 according to
data compiled by LSTA/Thomson Reuters MTM Pricing and reported in
The Wall Street Journal.  This represents a drop of 2.26
percentage points from the previous week, The Journal relates.
TXU Corp pays 350 basis points above LIBOR to borrow under the
facility.  The bank loan matures on Oct. 10, 2014. The bank debt
is withdrawn by Moody's and not rated by Standard & Poor.  The
loan is one of the biggest gainers and losers among 230 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

               About Energy Future Holdings, fka TXU Corp.

Energy Future Holdings Corp., formerly known as TXU Corp., is a
privately held diversified energy holding company with a portfolio
of competitive and regulated energy businesses in Texas.  Oncor,
an 80%-owned entity within the EFH group, is the largest regulated
transmission and distribution utility in Texas.

The Company delivers electricity to roughly three million delivery
points in and around Dallas-Fort Worth.  EFH Corp. was created in
October 2007 in a $45 billion leverage buyout of Texas power
company TXU in a deal led by private-equity companies Kohlberg
Kravis Roberts & Co. and TPG Inc.

Energy Future incurred a net loss of $3.36 billion on $5.63
billion of operating revenues for 2012.  This follows net losses
of $1.91 billion in 2011 and $2.81 billion in 2010.

The Company's balance sheet at Dec. 31, 2012, showed $40.97
billion in total assets, $51.89 billion in total liabilities and a
$10.92 billion total deficit.

                Restructuring Talks With Creditors

In April 2013, Energy Future Holdings Corp., Energy Future
Competitive Holdings Company, Texas Competitive Electric Holdings
Company LLC, and Energy Future Intermediate Holding Company LLC
confirmed in a regulatory filing that they are in restructuring
talks with certain unaffiliated holders of first lien senior
secured claims concerning the Companies' capital structure.

The Companies expect to continue to explore all available
restructuring alternatives to facilitate the creation of
sustainable capital structures for the Companies and to otherwise
attempt to address the Creditors' concerns with the Restructuring
Proposal and Sponsor Proposal.

The Companies have retained Kirkland & Ellis LLP and Evercore
Partners to advise the Companies with respect to the potential
changes to the Companies' capital structure and to assist in the
evaluation and implementation of other potential restructuring
options.

The Creditors have retained Paul, Weiss, Rifkind, Wharton &
Garrison LLP and Millstein & Co., L.P. to advise the Creditors and
to assist in the Creditors' evaluation of potential restructuring
options involving the Companies.

According to a Wall Street Journal report, people familiar with
the matter said Apollo Global Management LLC, Oaktree Capital
Management, Centerbridge Partners and GSO Capital Partners, the
credit arm of buyout firm Blackstone Group LP, all hold large
chunks of Energy Future Holdings' senior debt.  Many of these
firms belong to a group being advised by Jim Millstein, a
restructuring expert who helped the U.S. government revamp
American International Group Inc.

According to the Journal, people familiar with Apollo's thinking
said Apollo recently enlisted investment bank Moelis & Co. for
additional advice to ensure it gets as much attention as possible
on the case given its large debt holdings.

                           *     *     *

In the Feb. 1, 2013, edition of the TCR, Fitch Ratings lowered
the Issuer Default Ratings (IDR) of Energy Future Holdings Corp
(EFH) and Energy Future Intermediate Holding Company LLC (EFIH) to
'Restricted Default' (RD) from 'CCC' on the conclusion of the debt
exchange and removed the Rating Watch Negative.

As reported by the TCR on Feb. 4, 2013, Standard & Poor's Ratings
Services said it raised its corporate credit ratings on EFH, EFIH,
TCEH, and Energy Future Competitive Holdings Co. (EFCH) to 'CCC'
from 'D' following the completion of several debt exchanges, each
of which S&P considers distressed.

As reported by the TCR on Aug. 15, 2012, Moody's downgraded the
Corporate Family Rating (CFR) of EFH to Caa3 from Caa2 and
affirmed its Caa3 Probability of Default Rating (PDR) and SGL-4
Speculative Grade Liquidity Rating.  The downgrade of EFH's CFR to
Caa3 from Caa2 reflects the company's financial distress and
limited financial flexibility.

In February 2013, Moody's Investors Service withdraw Energy
Future Holdings Corp.'s Caa3 Corporate Family Rating, Caa3-PD
Probability of Default Rating, SGL-4 Speculative Grade Liquidity
Rating and developing rating outlook.  At the same time, Moody's
assigned a Ca CFR to Energy Future Competitive Holdings Company
and a B3 CFR to Energy Future Intermediate Holdings Company LLC.
Both EFCH and EFIH are intermediate subsidiary holding companies
wholly-owned by EFH. EFCH's rating outlook is negative. EFIH's
rating outlook is negative.

"We see different default probabilities between EFCH and EFIH,"
said Jim Hempstead, senior vice president. "We believe EFCH has a
high likelihood of default over the next 6 to 12 months, because
it is projected to run out of cash in early 2014. EFIH has a much
lower likelihood of default owing to the credit separateness that
EFH is creating between EFIH and Texas Competitive Electric
Holdings Company LLC along with EFIH's reliance on stable cash
flows from its regulated transmission and distribution utility,
Oncor Electric Delivery Company."


UNITED RENTALS: S&P Revises Outlook to Positive & Affirms 'B+' CCR
------------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
outlook on the corporate credit rating on United Rentals Inc.
(URI) to positive from stable.  At the same time, S&P affirmed the
ratings on the company, including the 'B+' corporate credit
rating.

The positive outlook reflects the company's continued good
operating performance and improving credit measures.  The
equipment rental industry has been enjoying positive trends since
2010 when demand began to recover after the 2009 recession.
Operating leverage and higher rental rates have contributed to
URI's improved profitability, and its EBITDA margin increased to
more than 40% as of March 31, 2013 from 28% in 2009.  The company
has also benefitted from synergies after acquiring RSC Holdings
Inc. in 2012.  Debt to EBITDA was 4x as of March 31, 2013 and S&P
expects this metric to improve over the next several quarters.

"The outlook reflects Standard & Poor's view of the current
favorable business conditions in the equipment rental industry and
URI's progress in its integration of RSC," said Standard & Poor's
credit analyst Sarah Wyeth.  "We could raise the ratings if the
company appears likely to achieve and maintain improved credit
measures and positive free cash flow, and if it adheres to a
financial policy that could support a higher rating."  For
instance, S&P could raise the rating if URI maintains total debt
to EBITDA of 3x-4x and if the operating conditions in the
equipment rental industry is likely to remain positive.

"We could revise the outlook to stable if the economic recovery
reverses, eroding operating performance more than we expect," said
Ms. Wyeth.  "We could also revise the outlook to stable if the
company purchases more equipment than we expect or it pursues
debt-funded acquisitions that result in leverage rising to and
remaining greater than 4x."


USEC INC: To Effect a 1-for-25 Reverse Stock Split
--------------------------------------------------
USEC Inc. held its 2013 annual meeting of stockholders on June 27
at which the stockholders:

   (1) elected James R. Mellor (Chairman), Sigmund L. Cornelius,
       Joseph T. Doyle, William J. Madia, Walter E. Skowronski,
       Richard Smith, and John K. Welch as directors to hold
       office until the next annual meeting of stockholders and
       until his successor is elected and qualified;

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

   (3) approved an amendment to the Company's certificate of
       incorporation to effect a reverse stock split and
       authorized share reduction; and

   (4) ratified the appointment of PricewaterhouseCoopers LLP as
       the Company's independent auditors for 2013;

The stockholder proposal regarding executive compensation was not
approved.

Following the stockholder vote, USEC's Board of Directors
determined that a 1-for-25 reverse stock split will be made
effective on Monday, July 1, 2013.  USEC's common stock will begin
trading on the New York Stock Exchange on a split-adjusted basis
when the market opens on Tuesday, July 2, 2013.

"We sought stockholder approval for the reverse stock split as a
means to increase the per share price of our common stock and
enable USEC to regain compliance with NYSE continued listing
requirements regarding $1.00 minimum share price," said John K.
Welch, USEC president and chief executive officer.  "We also
believe the resulting increase in share price will improve the
market's perception of our common stock and broaden the appeal of
our stock to investors, particularly institutional stockholders."

USEC's stockholders granted to the Board of Directors the
authority to implement a reverse stock split and to determine the
exact reverse stock split ratio within an approved range.  At the
effective time of the reverse stock split, every 25 shares of
USEC's issued and outstanding common stock will be automatically
converted into one issued and outstanding share of common stock,
without any change in the par value per share.

As a result of the reverse stock split, the number of issued and
outstanding shares of common stock will be reduced from
approximately 124 million to approximately 5 million.  The number
of authorized shares of common stock will be reduced from 250
million to 25 million.  Proportional adjustments will be made to
USEC's equity incentive plan and the number of rights associated
with each share of USEC's common stock under USEC's tax benefit
preservation plan.  The reverse stock split will have no effect on
the company's authorized shares of preferred stock.
USEC common stock will continue to trade on the NYSE under the
symbol "USU", but under a new CUSIP Number 90333E 207 and ISIN
Number US90333E2072.

No fractional shares will be issued in connection with the reverse
stock split.  Following the reverse stock split, all fractional
shares otherwise issuable will be aggregated and sold.
Stockholders who otherwise would be entitled to receive fractional
shares will be entitled to receive a pro rata portion of the net
cash proceeds in lieu of such fractional shares.  Stockholders
will receive instructions or notice from the company's transfer
agent, Computershare, or their broker as to procedures for
exchanging existing stock certificates for new book-entry shares
and for the receipt of cash proceeds in lieu of fractional shares.

                          About USEC Inc.

Headquartered in Bethesda, Maryland, USEC Inc. (NYSE: USU) --
http://www.usec.com/-- supplies enriched uranium fuel for
commercial nuclear power plants.

USEC disclosed a net loss of $1.20 billion in 2012, as compared
with a net loss of $491.1 million in 2011.  The Company's balance
sheet at March 31, 2013, showed $1.52 billion in total assets,
$1.99 billion in total liabilities, and a $469.6 million
stockholders' deficit.

PricewaterhouseCoopers LLP, in McLean, Virginia, 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 reported net losses and a stockholders'
deficit at Dec. 31, 2012, and is engaged with its advisors and
certain stakeholders on alternatives for a possible restructuring
of its balance sheet, which raise substantial doubt about its
ability to continue as a going concern.

                        Bankruptcy Warning

"A delisting of our common stock by the NYSE and the failure of
our common stock to be listed on another national exchange could
have significant adverse consequences.  A delisting would likely
have a negative effect on the price of our common stock and would
impair stockholders' ability to sell or purchase our common stock.
As of December 31, 2012, we had $530 million of convertible notes
outstanding.  A 'fundamental change' is triggered under the terms
of our convertible notes if our shares of common stock are not
listed for trading on any of the NYSE, the American Stock
Exchange, the NASDAQ Global Market or the NASDAQ Global Select
Market.  Our receipt of a NYSE continued listing standards
notification described above did not trigger a fundamental change.
If a fundamental change occurs under the convertible notes, the
holders of the notes can require us to repurchase the notes in
full for cash.  We do not have adequate cash to repurchase the
notes.  In addition, the occurrence of a fundamental change under
the convertible notes that permits the holders of the convertible
notes to require a repurchase for cash is an event of default
under our credit facility.  Accordingly, the exercise of remedies
by holders of our convertible notes or lenders under our credit
facility as a result of a delisting would have a material adverse
effect on our liquidity and financial condition and could require
us to file for bankruptcy protection," according to the Company's
annual report for the year ended Dec. 31, 2012.

                           *     *     *

USEC Inc. carries 'Caa1' corporate and probability of default
ratings, with "developing" outlook, from Moody's.

As reported by the TCR on Aug. 17, 2012, Standard & Poor's Ratings
Services lowered its ratings on USEC Inc., including the corporate
credit rating to 'CCC' from 'CCC+'.

"The downgrade reflects our assessment of USEC's long-term
viability after the company publicly stated that it will be
difficult to continue enrichment operations at the Paducah Gaseous
Diffusion Plant after a one-year multiparty agreement to extend
operations expires in May 2013," said Standard & Poor's credit
analyst Maurice S. Austin.


VAIL LAKE: Obtains Interim Order to Use Cash for Operations
-----------------------------------------------------------
Bankruptcy Judge Louise DeCarl Adler entered an interim order
granting Vail Lake Rancho California, LLC, et al., authority to
use cash for business operations in accordance with a prepared
budget.

The Court is reserving final ruling on whether any of the Cash
constitutes collateral of any Prepetition Lienholder.  To the
extent any Cash may be the collateral of any Prepetition
Liendholders, the Debtors are authorized to use such Cash for
expenses in the ordinary course of business, pursuant to Sec. 361
and 363 of the Bankrutpcy Code on an interim basis pending a final
hearing on the Motion.

A hearing on the approval of the Motion on a final basis is set
for July 18, 2013, at 2:30 p.m.

                         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.


VHGI HOLDINGS: Had $22.3 Million Net Loss in 2012
-------------------------------------------------
VHGI Holdings, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$22.34 million on $481,568 of total revenue for the year ended
Dec. 31, 2012, as compared with a net loss of $5.43 million on
$499,617 of total revenue during the prior year.

As of Dec. 31, 2012, the Company had $47.45 million in total
assets, $62.18 million in total liabilities and a $14.72 million
total stockholders' deficit.

Liggett, Vogt & Webb, P.A., in New York, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that
the Company has incurred recurring operating losses, has
significant amounts of past due debts and will have to obtain
additional capital to sustain operations.  These conditions raise
substantial doubt about the Company's ability to continue as a
going concern.

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

                        http://is.gd/cv1qLq

                         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.


VIRGIN MEDIA: Bank Debt Trades at 1% Off
----------------------------------------
Participations in a syndicated loan under which Virgin Media
Investment Holdings Ltd (NTL) is a borrower traded in the
secondary market at 98.69 cents-on-the-dollar during the week
ended Friday, June 28, 2013 according to data compiled by
LSTA/Thomson Reuters MTM Pricing and reported in The Wall Street
Journal.  This represents a drop of 0.94 percentage points from
the previous week, The Journal relates.  Virgin Media Investment
Holdings Ltd (NTL) pays 275 basis points above LIBOR to borrow
under the facility.  The bank loan matures on Feb. 6, 2020.  The
bank debt carries Moody's (P)Ba3 rating and Standard & Poor's BB-
rating.  The loan is one of the biggest gainers and losers among
230 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.


WALTER ENERGY: Bank Debt Trades at 2% Off
-----------------------------------------
Participations in a syndicated loan under which Walter Energy,
Inc. is a borrower traded in the secondary market at 98.11 cents-
on-the-dollar during the week ended Friday, June 28, 2013
according to data compiled by LSTA/Thomson Reuters MTM Pricing and
reported in The Wall Street Journal.  This represents a drop of
1.73 percentage points from the previous week, The Journal
relates.  Walter Energy, Inc., pays 300 basis points above LIBOR
to borrow under the facility.  The bank loan matures on March 14,
2018.  The bank debt carries Moody's Ba3 rating and Standard &
Poor's B+ rating.  The loan is one of the biggest gainers and
losers among 230 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended Friday.

Walter Energy, Inc., headquartered in Birmingham, Alabama, is
primarily a metallurgical coal producer which also produces
metallurgical coke, steam and industrial coal, and natural gas.
The company acquired met coal producer Western Coal Corporation in
April 2011.


WAVE HOUSE: Plan Outline Okayed; Confirmation Hearing on Sept. 11
-----------------------------------------------------------------
Judge Laura Stuart Taylor approved the First Amended Disclosure
Statement describing the Liquidation Plan of Wave House Belmont
Park, LLC as containing adequate information.

The Debtors is authorized to distribute the Plan, the Disclosure
Statement, and ballots no later than July 1, 2013.

Holders of claims and interests are given until Aug. 5, 2013 to
submit ballots for the Plan.

A hearing on the confirmation of the Plan will be held on Sept.
11, 2013 at 9:00 a.m.  Written objections must be filed and served
by Aug. 19.

As reported on the March 22, 2013 edition of The Troubled Company
Reporter, the Liquidation Plan revolves around the liquidation of
the Debtor's remaining assets in order to pay creditors in full.
The Debtor will press forward with its litigation against the City
of San Diego in the action styled Wave House Belmont Park, LLC, v.
The City of San Diego, Case No. 10-90553-LT.  The Plan is also
hinged on separate settlement agreements with Symphony Asset Pool
XVI, LLC, and East West Bank.  Under the EWB settlement, a
promissory note in the sum of $1,127,651 will executed by EWB in
favor of the Debtor.  The Plan proposes to pay holders of
general unsecured claims in full in an amount up to 100% of the
amount of the general unsecured claim with interest accruing at
the current federal short term rate of .20%.  Payment to general
unsecured claims is contingent of the funds available from the
proceeds of the San Diego adversarial action and the promissory
note, after payment in full of the secured claims of Kathleen
Lochtefeld and Symphony Asset Pool XVI, LLC, and the unsecured
priority claim of the County of San Diego Treasurer-Tax Collector.

A full-text copy of the Disclosure Statement dated March 6, 2013,
is available for free at
http://bankrupt.com/misc/WAVEHOUSEds0306.pdf

                         About Wave House

San Diego, California-based Wave House Belmont Park, LLC, filed
for Chapter 11 bankruptcy protection (Bankr. S.D. Cal. Case No.
10-19663) on Nov. 3, 2010.  John L. Smaha, Esq., at Smaha Law
Group, APC, assists the Debtor in its restructuring effort.

Wave House, the company that operates the San Diego amusement area
Belmont Park, filed for bankruptcy protection after the city
imposed an eightfold increase in rent.  The Debtor disclosed
$28.3 million in assets and $17.6 million in liabilities.


WILSON COUNTY: S&P Raises Rating on 2003 GO Bonds to 'B'
--------------------------------------------------------
Standard & Poor's Ratings Services raised its underlying rating
(SPUR) to 'B' from 'B-' on Wilson County Memorial Hospital, Texas'
(doing business as Connally Memorial Medical Center) series 2003
general obligation (GO) bonds.  The outlook is positive.

"The raised rating reflects our view of the district's improved
financial metrics in fiscal 2012 that were supported by the
medical center's receipt of electronic health records incentive
payments and incremental reimbursement under the State's Medicaid
1115 waiver program," said Standard & Poor's credit analyst Karl
Propst.  "However, the rating remains deeply speculative-grade due
to our view of the district's deteriorating inpatient and
outpatient volume trends coupled with the inherent vulnerabilities
associated with the medical center's small revenue base and rural
location," continued Mr. Propst.

The assignment of a SPUR to GO hospital district bonds is
consistent with Standard & Poor's May 2007 criteria change in its
approach to tax-secured hospital district debt.  In cases in which
S&P considers the credit of the hospital district speculative, the
hospital's financial and operating profile will more heavily
influence the rating.

The rating further reflects S&P's opinion of the district's:

   -- Materially improved, though still weak, liquidity position;

   -- Moderately high leverage;

   -- Inherently greater risk to operational variability because
      of its small size;

   -- Historically only adequate, albeit much improved, coverage
      of maximum annual debt service; and

   -- Highly variable operating performance during the past
      several years.


XZERES CORP: Core Fund Holds 13.2% Equity Stake at June 24
----------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Core Fund LP disclosed that it beneficially owned
3,976,153 shares of common stock of Xzeres Corp representing 13.16
percent based upon 29,171,035 outstanding shares of common stock
as of June 24, 2013.  A copy of the regulatory filing is available
for free at http://is.gd/t0Rjgf

                         About XZERES Corp.

Headquartered in Wilsonville, Oregon, XZERES Corp. designs,
develops, and markets distributed generation, wind power systems
for the small wind (2.5kW-100kW) market as well as power
management solutions.

As reported by the Troubled Company Reporter on July 3, 2012,
Silberstein Ungar, PLLC, in Bingham Farms, Michigan, expressed
substantial doubt about XZERES' ability to continue as a going
concern, following its audit of the Company's financial position
and results of operations for the fiscal year ended Feb. 29, 2012.
The independent auditors noted that the Company has incurred
losses from operations, has negative working capital, and is in
need of additional capital to grow its operations so that it can
become profitable.

The Company's balance sheet at Nov. 30, 2012, showed $4.11 million
in total assets, $5.13 million in total liabilities and a
$1.02 million total stockholders' deficit.


XZERES CORP: William Hagler Held 7.8% Equity Stake at May 10
------------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, William N. Hagler disclosed that, as of May 10, 2013,
he beneficially owned 2,464,893 shares of common stock of Xzeres
Corp representing 7.88 percent of the shares outstanding.  A copy
of the regulatory filing is available at http://is.gd/URw6N4

                        About XZERES Corp.

Headquartered in Wilsonville, Oregon, XZERES Corp. designs,
develops, and markets distributed generation, wind power systems
for the small wind (2.5kW-100kW) market as well as power
management solutions.

As reported by the Troubled Company Reporter on July 3, 2012,
Silberstein Ungar, PLLC, in Bingham Farms, Michigan, expressed
substantial doubt about XZERES' ability to continue as a going
concern, following its audit of the Company's financial position
and results of operations for the fiscal year ended Feb. 29, 2012.
The independent auditors noted that the Company has incurred
losses from operations, has negative working capital, and is in
need of additional capital to grow its operations so that it can
become profitable.

The Company's balance sheet at Nov. 30, 2012, showed $4.11 million
in total assets, $5.13 million in total liabilities and a
$1.02 million total stockholders' deficit.


YRC WORLDWIDE: Offers to Buy 5% Convertible Sr. Notes due 2023
--------------------------------------------------------------
YRC Worldwide Inc. has offered to buy 5.0 percent Net Share
Settled Contingent Convertible Senior Notes due 2023 for a
purchase price in cash equal to $1,000 per $1,000 principal amount
of the Notes.  Holders may surrender their Notes from July 11,
2013, through 5:00 p.m., New York City time, on Aug. 7, 2013.

On Dec. 31, 2004, the Company issued $247,650,000 in aggregate
principal amount of the Notes.  Cash interest accrues on the Notes
at the rate of 5.0 percent per annum and is payable semi-annually
on August 8 and February 8 of each year to the person in whose
name a Note is registered at the close of business on the
preceding July 15 or January 15, as the case may be.  The Notes
mature on Aug. 8, 2023.  As of June 26, 2013, there was $269,000
in aggregate principal amount of the Notes outstanding.

A copy of the Notice is available at http://is.gd/GlreyI

                       About YRC Worldwide

Headquartered in Overland Park, Kan., YRC Worldwide Inc. (NASDAQ:
YRCW) -- http://www.yrcw.com/-- is a holding company that offers
its customers a wide range of transportation services.  These
services include global, national and regional transportation as
well as logistics.

After auditing the 2011 results, the Company's independent
auditors expressed substantial doubt about the Company's ability
to continue as a going concern.  KPMG LLP, in Kansas City,
Missouri, noted that the Company has experienced recurring net
losses from continuing operations and operating cash flow deficits
and forecasts that it will not be able to comply with certain debt
covenants through 2012.

For the year ended Dec. 31, 2012, the Company incurred a net loss
of $136.5 million on $4.85 billion of operating revenue, as
compared with a net loss of $354.4 million on $4.86 billion of
operating revenue during the prior year.  The Company's balance
sheet at March 31, 2013, showed $2.20 billion in total assets,
$2.84 billion in total liabilities and a $642.6 million total
shareholders' deficit.

                           *     *     *

As reported in the Aug. 2, 2011 edition of the TCR, Moody's
Investors Service revised YRC Worldwide Inc.'s Probability of
Default Rating ("PDR") to Caa2\LD ("Limited Default") from Caa3 in
recognition of the agreed debt restructuring which will result in
losses for certain existing debt holders.  In a related action
Moody's has raised YRCW's Corporate Family Rating to Caa3 from Ca
to reflect modest but critical improvements in the company's
credit profile that should result from its recently-completed
financial restructuring.  The positioning of YRCW's PDR at Caa2\LD
reflects the completion of an offer to exchange a substantial
majority of the company's outstanding credit facility debt for new
senior secured credit facilities, convertible unsecured notes, and
preferred equity, which was completed on July 22, 2011.

In August 2011, Standard & Poor's Ratings Services raised its
corporate credit rating on YRC Worldwide Inc. to 'CCC' from 'SD'
(selective default), after YRC completed a financial
restructuring.  Outlook is stable.

"The ratings on Overland Park, Kan.-based YRCW reflect its
participation in the competitive, capital-intensive, and cyclical
trucking industry," said Ms. Ogbara, "as well as its meaningful
off-balance-sheet contingent obligations related to multiemployer
pension plans." "YRCW's substantial market position in the less-
than-truckload (LTL) sector, which has fairly high barriers to
entry, partially offsets these risk factors. We categorize YRCW's
business profile as vulnerable, financial profile as highly
leveraged, and liquidity as less than adequate."


* Accounting Board Seeks "Going Concern" Self-Test for U.S. Firms
-----------------------------------------------------------------
Dena Aubin, writing for Reuters, reported that U.S. companies
would have to regularly assess their ability to continue as a
going concern under a proposal issued on Wednesday by accounting
rule-makers, an attempt to ensure investors get timelier warnings
when companies get in trouble.

According to the report, the proposal from the U.S. Financial
Accounting Standards Board calls for companies to evaluate each
quarter their ability to survive as a going concern, or stay
afloat and pay its obligations. Currently, the company's auditors
are primarily responsible for making this evaluation.

A company would have to issue its own warnings to investors when
it is more likely than not that it would fail to meet its
obligations over the next 12 months, the report said. Auditors
would still be responsible for evaluating the company's going
concern assessments.

FASB is seeking comment on the proposal through September 24, the
report related. It did not give an estimate for an effective date.

Companies already have to disclose risks that they may run short
of cash in footnotes to their financial statements, but those
disclosures vary from company to company, the report noted.


* SEC Gets Set to Test Policy for Guilt Admissions
--------------------------------------------------
Jean Eaglesham, writing for The Wall Street Journal, reported that
Securities and Exchange Commission enforcement chiefs have drawn
up a hit list of impending cases where officials intend to test
their new policy of requiring admissions of wrongdoing when
settling civil charges, according to people close to the agency.

The handful of likely target cases include a planned enforcement
action against a company alleged to have made illicit profits by
charging investors undisclosed markups on top of commissions, one
of the people said, the WSJ report related.

The new SEC leadership changed the agency's long-standing policy
of allowing companies and individuals to settle charges without
admitting or denying liability, the report noted.

Chairman Mary Jo White said in certain cases, such as particularly
egregious conduct or widespread harm to investors, defendants will
have to admit wrongdoing or face fighting the charges in court,
the report further related. The landmark change could start to
bite within weeks, according to people close to the agency.

Andrew Ceresney and George Canellos, enforcement co-chiefs
appointed by Ms. White, have decided not to seek admissions in
deals that are very close to being finalized, the people said, the
report added. In particular, the SEC won't try to reopen
settlement offers already made by its staff, they added.


* Guidelines Could Require European Banks to Raise Capital
----------------------------------------------------------
Jack Ewing, writing for The New York Times' DealBook, reported
that big European banks may be required to raise billions of euros
in new capital, making them less risky but potentially putting
them at a disadvantage to their American rivals, under guidelines
issued by an organization that coordinates global bank regulation.

According to the report, the Basel Committee on Banking
Supervision, which includes regulators from the United States,
Europe, Japan and other major economies, issued a revised proposal
Wednesday on how banks should calculate their so-called leverage
ratios, a measure of how much of other people's money lenders use
to conduct business.

If put into force, the new rules would probably fall hardest on
large European institutions like Deutsche Bank and Barclays, which
tend to use a high proportion of borrowed money to do business or
have large portfolios of derivatives, the report said.

American banks have faced controls on leverage for decades, while
most European banks have not, the report noted.  As a result,
Europe's banks may have to struggle harder to comply with the new
rules. ??This will essentially be the first time European banks
will be subject to a leverage ratio,'' said Andrew S. Fei, a
lawyer in the New York office of Davis Polk who specializes in
bank regulation.

While highly technical, the proposed rules are at the center of
efforts to ensure that taxpayers never again have to bail out big
banks amid a financial crisis, the report added. Banks have
lobbied intensively for rules that allowed them to risk large
amounts of borrowed money, which provides them the opportunity to
increase profits. But the guidelines issued Wednesday appear to
reflect warnings by many economists that bank risk remains too
high.


* Libor Scandal Tars ICAP Executive
-----------------------------------
David Enrich, writing for The Wall Street Journal, reported that a
top executive at brokerage firm ICAP PLC knew of an arrangement
with UBS AG that U.S. and British regulators allege was part of a
scheme to rig benchmark interest rates, according to people
familiar with the matter.

According to the report, the ICAP executive, David Casterton, was
included on emails between ICAP and UBS officials in 2007 as they
negotiated a deal that regulators say was designed to compensate
ICAP brokers for helping UBS traders manipulate the London
interbank offered rate, or Libor, these people say. Mr. Casterton
ultimately signed off on the arrangement, they say.

British regulators have described the arrangement, which they say
involved UBS making quarterly payments to ICAP allegedly to reward
brokers for helping rig Libor, as "corrupt," the report related.
The Swiss bank admitted wrongdoing when it settled Libor-rigging
charges with U.S. and British authorities last December.

That Mr. Casterton knew of the arrangement with UBS hasn't been
disputed, the report said.  But ICAP officials have told U.K.
regulators that the arrangements have been misconstrued and were
appropriate commercial transactions, according to people familiar
with the discussions. ICAP and Mr. Casterton haven't been accused
of wrongdoing.

"Neither the company nor its senior management was aware of any
corrupt payment from any source at any time," said ICAP
spokeswoman Brigitte Trafford, the report cited. "All payments
received from UBS were documented and invoiced. ICAP strongly
refutes that Mr. Casterton or anybody else in ICAP senior
management were ever aware of, or involved in, any improper
activities in relation to the attempted manipulation of yen Libor.
Any suggestion otherwise is false and defamatory."


* Biggest Banks' Wind-Down Plans Seen Failing to Cut Risks
----------------------------------------------------------
Jesse Hamilton & Craig Torres, writing for Bloomberg News,
reported that an increasingly vocal chorus of current and former
U.S. regulators says the biggest banks still have not provided
adequate plans to safely wind down in bankruptcy and may need to
be restructured to reduce the risk they pose to the financial
system.

According to the report, Jim Wigand, a Federal Deposit Insurance
Corp. official responsible for planning for the failures of big
banks such as JPMorgan Chase & Co, Goldman Sachs Group Inc, and
Citigroup Inc., said none have yet been able to draw up bankruptcy
plans that wouldn't threaten to detonate the financial system.
The plans, known as "living wills," were a core demand of the 2010
Dodd-Frank Act overhaul of financial oversight, and it gave
regulators the authority to require systemically risky banks to
restructure if their plans aren't "credible."

Whether a global financial giant is able to go through an orderly
bankruptcy using a living will is still "an open question," Wigand
said in an interview, the report cited.

The 11 largest banks filed the first draft of their living wills
last year, the report related.  Wigand, who has announced he will
be leaving the agency later this year, said the plans had "varying
levels of quality, although they all had a ways to go."

The banks, which included Bank of America Corp., Barclays Plc and
Deutsche Bank AG, are required to file new versions of their
living wills on Oct. 1, the report said.  Another tier of banks
with less in U.S. nonbank assets, including Wells Fargo & Co. and
HSBC Holdings Plc, must file their first plans by July 1.


* Fed's Fisher Urges Bank Breakup Amid Too-Big-to-Fail "Injustice"
------------------------------------------------------------------
Jeff Kearns & Jesse Hamilton, writing for Bloomberg News, reported
that Federal Reserve Bank of Dallas President Richard Fisher said
an implicit government guarantee for the biggest U.S. banks is an
"injustice" that prompts them to take excessive risks and that
they should be allowed to fail.

According to the report, the largest financial firms should be
restructured so each of their units "is subject to a speedy
bankruptcy process," and creditors should be notified their
investments won't be guaranteed by the government, Fisher said in
testimony prepared for a House Financial Services Committee
hearing in Washington tomorrow on the risk of taxpayer-funded
bailouts for banks.

The report said Mr. Fisher reiterated his view that the government
should break up the biggest institutions to safeguard the
financial system.  He is one of the central bank's most vocal
critics of the "too-big-to-fail" advantage he says large firms
have over smaller rivals.

The 2010 Dodd-Frank Act hasn't fixed a system in which the biggest
banks are "seen as critical to the proper functioning of our
economy" and deserve rescues, he said, the report cited.

"Less than a dozen of the largest and most complex banks are each
capable -- through a series of missteps by their management -- of
seriously damaging the vitality, resilience and prosperity that
has personified the U.S. economy," Mr. Fisher said, according to
the report.  "Any of these megabanks, given their systemic
footprint and interconnectedness with other large financial
institutions, could threaten to bring down the economy, again."

Lawmakers should level the playing field with "reduced regulatory
costs for all competitors, encourage greater innovation by all
members of the banking industry and minimize the downside
consequences to the economy of megabank failures," Mr. Fisher said
in the testimony, the report further related.


* Freddie Mac Said to Prepare Mortgage Securities Sharing Risk
--------------------------------------------------------------
Christopher DeReza & Jody Shenn, writing for Bloomberg News,
reported that Freddie Mac is preparing to market mortgage
securities that will share with investors the risk homeowners
don't repay their government-backed loans, according to a person
with knowledge of the plans.

According to the report, the government-controlled mortgage
financier, which typically covers losses after defaults, hired
Credit Suisse Group AG to manage its first deal and plans to meet
with potential investors in cities including New York, Boston,
Chicago and London starting next week, said the person, who asked
not to be named because terms aren't set.

The offering reflects an effort by the Federal Housing Finance
Agency to reduce the role of Fannie Mae and Freddie Mac in the
residential-mortgage market, where government-backed loans now
account for more than 85 percent of lending, the report said. The
FHFA, which has overseen the firms since they were seized in 2008,
has been directing them to raise how much they charge to guarantee
their traditional mortgage bonds and asked them to each attempt to
share risk this year on $30 billion of home loans.

Insurers and bond buyers, including hedge funds and real-estate
investment trusts, have been awaiting the transactions and
expressed interest in profiting from the new program, in which
firms other than Fannie Mae and Freddie Mac will bear some of the
initial losses after mortgage defaults, the report added. The
bonds may pay more than traditional mortgage securities.


* Deadline Nears for Higher Student Loan Rates
----------------------------------------------
Shellie Nelson, writing for WQAD8, reported that it's crunch time
for students who rely on subsidized government loans -- interest
rates on them double to 6.8% on July 1.

According to the report, only Congress can hold the rates down,
and so far it's not looking good. Washington lawmakers aren't
close to agreeing on any deal to save the 7 million college
students who are taking the subsidized Stafford loans this year.

"We're advising our schools to tell students that their subsidized
Stafford interest rates are going to be 6.8% on July 1," said
Justin Draeger, president of the National Association of Student
Financial Aid Administrators, the report cited.

Generally, lawmakers in both parties in Congress and the White
House agree that something should be done, but they don't agree on
what, the report said.

And, already, the blame game has started in Washington, the report
noted.  House Speaker John Boehner, an Ohio Republican, last week
sent a letter to President Obama asking him to encourage Senate
Democrats to move on student loans.


* Texas Hedge Fund Billionaire Seeks California Pension Reform
--------------------------------------------------------------
Tim Reid, writing for Reuters, reported that Texas hedge fund
billionaire John Arnold is taking his campaign to reform America's
public pension systems to California, pension reform groups and a
spokesman for his foundation told Reuters.

According to the report, Arnold, the founder of Houston-based
hedge fund Centaurus Advisors and a former trader at Enron, the
defunct energy company, is looking to fund groups supporting
ballot initiatives that would scale back what critics regard as
overly lavish public employee pension deals.

Unfunded pension liabilities for U.S. states -- the difference
between what they have promised workers for their retirement and
the assets they have to pay for them -- have risen to a total of
more than $1 trillion, according to the latest analysis from the
nonpartisan Pew Charitable Trust, the report related.

The issue is especially acute in California, where public employee
pensions have exceptionally strong legal protections even as many
local governments and state agencies struggle with chronic budget
deficits, the report said.

Two California cities, Stockton and San Bernardino, have filed for
bankruptcy protection in part because of soaring pension costs,
the report pointed out.


* BofA, Citi Sued by University of California Over Libor
--------------------------------------------------------
Edvard Pettersson, writing for Bloomberg News, reported that Bank
of America Corp. and Barclays Plc are among more than a dozen
banks sued by the Regents of the University of California over
claims they manipulated the London Interbank Offered Rate.

According to the report, the university system filed an antitrust
complaint in federal court in San Francisco.  It accuses the banks
of fraud, deceit and unjust enrichment, among other claims, and it
seeks unspecified damages for either paying inflated interest
rates or receiving deflated interest rates on its Libor-linked
investments.

"The defendant Libor banks in this case engaged in illegal and
improper conduct and engaged in a criminal conspiracy that caused
harm to public entities and hundreds of millions of people around
the world," the University of California said in yesterday's
complaint, the report related.

Global regulators have fined UBS AG, Barclays and Royal Bank of
Scotland Group Plc about $2.5 billion in the past year for
distorting Libor and similar benchmarks, the report recalled.  At
least a dozen firms remain under investigation around the world.
This month, Singapore's monetary authority censured 20 banks for
attempting to fix interest rate levels and ordered them to set
aside as much as $9.6 billion.

Banks already face dozens of lawsuits by U.S. homeowners and other
plaintiffs seeking to hold them responsible for alleged
manipulation of the rate used as a borrowing-cost benchmark,
according to the report.  A class-action lawsuit filed in
Manhattan in October by homeowners alleges a conspiracy among
financial institutions drove up the cost of mortgage loans.

The case is Regents of the University of California v. Bank of
America Corp. (BAC), 13-2921, U.S. District Court, Northern
District of California (San Francisco).


* Ex-AIG CEO Greenberg Must Face N.Y. Suit, Top Court Rules
-----------------------------------------------------------
David McLaughlin, writing for Bloomberg News, reported that ex-
American International Group Inc. Chief Executive Officer Maurice
"Hank" Greenberg must face a fraud lawsuit brought by the New York
attorney general's office, the state's highest court ruled.

According to the report, the state can pursue its case over
Greenberg's role in a sham reinsurance transaction and can seek an
injunction banning him from the securities industry and from
serving as an officer or director of a public company, the state
Court of Appeals ruled.

The decision is a blow to Greenberg, who has long argued that the
lawsuit, originally filed in 2005 by then-Attorney General Eliot
Spitzer, is groundless, the report noted.

Eric Schneiderman, who took over the case when he became attorney
general, contends that Greenberg and former AIG Chief Financial
Officer Howard Smith bear responsibility for the transaction with
General Reinsurance Corp. in 2000 and 2001 that inflated AIG's
loss reserves by $500 million, the report related.

"We are confident that the action will be dismissed by the lower
courts because the state cannot demonstrate that it is entitled to
injunctive or disgorgement remedies," Greenberg's attorney, David
Boies of Boies, Schiller & Flexner LLP, said in a statement, the
report cited.

Greenberg, 88, argued the suit was fatally flawed after court
approval of a $115 million settlement of a class-action lawsuit
that resolved claims against him and Smith, the report added.

The original case is State of New York v. Greenberg, 401720-2005,
New York State Supreme Court, New York County (Manhattan).


* Bankrupt Real Estate Investors on Hook for $9MM Loan Default
--------------------------------------------------------------
Dan Packel of BankruptcyLaw360 reported that the Pennsylvania
Superior Court upheld a ruling that a group of bankrupt real
estate investors behind a project to purchase and renovate a
downtown Philadelphia condominium building could not prove that
the terms attached to a $9 million loan forced them into default.

According to the report, the three-judge panel ruled in favor of
Inland Mortgage Capital Corp. when it concluded that the trial
court had acted properly in granting summary judgment against
borrower 38 North Front Street Associates LLC and its principals.


* Fitch Says Bank Regulatory Uncertainty Rises with New Debt Rules
------------------------------------------------------------------
New rules to be proposed by U.S. bank regulators on minimum
holding company debt requirements could have significant
ramifications for the eight U.S. global systemically important
institutions, depending on how the rules are ultimately written.
If regulators require a minimum level of holding company debt,
Fitch believes the level of the threshold and mix will be critical
in determining which institutions are most affected.

The Fed and FDIC are still in the process of developing rules for
the amount of debt and equity capital that systemically important
institutions must hold to reduce the need for government support
in a distress scenario. Recent public reports suggest that
regulators may be evaluating an industry proposal that large banks
be required to hold a minimum of 14% of risk-weighted assets (RWA)
in the form of loss-absorbing capital and debt.

"Our analysis indicates that under various scenarios, Wells Fargo,
JPMorgan Chase and State Street Corp. would be most impacted,
while Goldman Sachs (GS) and Morgan Stanley (MS) fare best under
all proposed debt scenarios. GS and MS fare better given a greater
reliance on wholesale funding at the parent level, while counter-
intuitively, WFC and JPM fare worse given strong core deposit
franchises and a lower reliance on holding company debt. It
remains unclear whether regulators will take into account each
bank's respective business mix and funding profile to arrive at a
more risk-adjusted framework," Fitch says.

The proposed mix is another key point related to a potential debt
requirement. Fitch expects that investor appetite for holding
company subordinated debt may be insufficient to meet a threshold
that is significantly higher than current levels.

Discussions about the ultimate scope of debt requirements under
the U.S. Orderly Liquidation Authority (OLA) framework highlight
the degree to which unsecured bank creditors are exposed to
regulatory risk and discretion.

There is a clear political intention to ultimately reduce the
implicit state support for systemically important banks in the
U.S., as evidenced by OLA and possible long-term debt
requirements. This might result in Fitch revising support rating
floors downward in the medium term, although the timing and degree
of any change would depend on developments in specific
jurisdictions.

In this context, Fitch is paying close attention to ongoing policy
discussions regarding support and 'bail in' for U.S. and Eurozone
banks. Until now, senior creditors in major global banks have been
supported in full. However, resolution legislation is developing
quickly and the implementation of a creditor 'bail-in' is starting
to make it look more feasible for taxpayers and creditors to share
the burden of supporting large, complex banks.


* U.S. MBS Volatility May Rise on REIT's Repo Funding Reliance
--------------------------------------------------------------
Given their reliance on repo funding, U.S. agency mortgage REITs
(mREITs) and other leveraged investors could face pressures to
liquidate some of their MBS holdings if repo lenders were to
tighten the terms and availability of funding, according to Fitch
Ratings in a new report. Such a deleveraging scenario could in
turn create a ripple effect that extends to the broader mortgage
markets as a whole.

The potential catalyst for agency MBS repo disruptions could be
market-driven, such as a short term spike in interest rates. Or,
the disruption could be precipitated by increased risk aversion
among repo lenders. In any event, a repo market disruption could
compel agency mREITs to liquidate some MBS holdings, given repos
on average comprise about 90% of their liabilities, based on
Fitch's sample of five of the largest agency mREITs.

Agency mREITs rely on repo funding from dealer banks, who in turn
borrow through the triparty repo market. U.S. money market funds,
known for being short-term risk-averse investors, are major repo
lenders to dealer banks within the triparty market. Therefore,
risk aversion by either dealer banks or money funds could
negatively affect mREITs' repo funding terms and availability.

If, as a result, mREITs were compelled to deleverage and liquidate
some of their MBS holdings, this incremental selling pressure
could affect MBS pricing. Recent research by the Federal Reserve
Bank of New York, for example, indicated that a one-day
liquidation of more than $4 billion in agency MBS could drive
price declines.

Thus, a repo funding disruption in which leveraged MBS investors
need to liquidate some of their holdings could create negative
knock-on effects for the $6.7 trillion agency MBS market more
broadly. Major holders include U.S. commercial banks, with more
than $1.3 trillion in agency MBS as of March 2013.


* Fitch: Weak Volume Trends Present Challenges For Hospitals
------------------------------------------------------------
Persistent weakness in patient volume growth despite an improving
economy in most areas of the country is compelling evidence that
hospital companies are experiencing systemic shifts in care
delivery, according to a new Fitch Ratings report.

Even accounting for a noisy calendar, a persistently weak trend in
organic volume growth was evident across the for-profit hospital
sector in first-quarter 2013. Same-hospital admissions dropped
3.8% on average for the Fitch-rated group of companies while same-
hospital adjusted admissions dropped 2.7%.

Aside from the weak economy, healthcare utilization patterns are
likely being influenced by an evolution in patient behavior
encouraged by the growth of insurance products with higher patient
responsibility for medical costs. At the same time, a shift away
from strictly volume-based pricing schemes and toward value-based
care continues to influence hospitals.

Assuming a continued evolution in the industry toward value-based
care, hospitals may find it harder to manage the effects of weak
volumes from the topline down, such as through acquisitions or
expansion of outpatient capabilities. Rather, there will have to
be a bottom-up plan to preserve profitability and hospital
management will need to be aggressive in managing the cost of an
episode of care.

Some recent industry trends, including vertical consolidation,
increased collaboration with post-acute care providers and more
direct alignment of physician incentives through increasing rates
of employment, are evidence of the strategies hospital management
has been employing to manage the shifting paradigm.

Credit profiles are presently solid relative to ratings in the
for-profit hospital sector, indicating that companies have
adequate financial flexibility to manage within the context of the
weak organic operating trends. However, there are other areas of
concern that when compounded by weak operating trends could
pressure credit protection measures in future periods. These
include regulatory scrutiny, higher debt levels to fund
acquisitions and the potential for increased interest expense
burdens in a higher rate environment.

An active acquisition environment has been supportive of topline
growth in the industry, although recent transactions have been
small and primarily cash-funded. The strategic rationale for
consolidation in the industry is encouraged by reforms favoring
larger, integrated systems of care delivery, including the
Affordable Care Act. Indicating a possible resurgence of larger
M&A in the industry, Tenet Healthcare Corp. (Fitch IDR 'B' on
Rating Watch Negative) announced this week that the company plans
to acquire Vanguard Health Systems for a total consideration of
$4.3 billion.

Fitch believes the acquisition is strategically sound because it
will enhance the geographic scope of the Tenet's portfolio of care
delivery assets and add operational diversification through
Vanguard's health plan operations. The Negative Watch primarily
reflects risks inherent in the companies' operating profiles, the
most important of which is strained FCF generation and industry-
lagging profitability.

The full report is 'Hospitals' Credit Diagnosis: Weak Volume Trend
Possible Evidence of Systemic Shifts in Care Delivery.


* Moody's Notes Falling Number of Corporates Rated B3 or Lower
--------------------------------------------------------------
The relatively low number of U.S. non-financial companies
currently on Moody's B3 Negative and Lower Corporate Ratings List
reflects overall stable credit conditions for speculative-grade
companies, says Moody's Investors Service in its latest "B3
Negative and Lower Corporate Ratings List" report.

"The list remains about half its size at the height of the
financial crisis, despite recent market turbulence, rising bond
yields and heavy redemptions from high-yield bond funds," said
David Keisman, a Moody's Senior Vice President.

The list rose to 160 companies as of 1 June 2013, its highest
level since last October, says Moody's. The quarterly increase of
14 companies follows the list's post-recession low of 146
companies three months earlier. The list includes all US non-
financial companies with a probability of default rating of B3
negative or below.

"However, volatility of the list is high," added Keisman. "Thirty-
seven companies were added to the list, the most since the second
quarter of 2009, when 63 companies were added. Of the 37
additions, 25 resulted from a rating downgrade or a change to a
negative outlook."

Although rating activity has skewed toward downgrades and reviews
for downgrade, for the most part this reflects company-specific
concerns rather than a shift in fundamental conditions that could
lead to more widespread deterioration in credit quality, says
Moody's. The rating agency expects the U.S. speculative-grade
default rate to end the year at 2.4%, down from 2.9% in May.

Moody's proprietary indicators also continue to reflect a solid
backdrop for speculative-grade companies. Moody's liquidity and
covenant stress indexes are very low, showing that few U.S.
speculative-grade companies face liquidity problems or risk
violating their debt covenants.


* Moody's Says Tougher Derivative Rules Hikes Costs for Insurers
----------------------------------------------------------------
The Dodd-Frank Act's more stringent derivative trading
requirements will be costly for US life insurers, as they will be
forced to increase holdings of low-yielding collateral , says
Moody's Investors Service in a new special comment "New
Derivatives Regime: More Extensive Collateral Requirements Will Be
Costly for US Life Insurers."

"New derivative regulations went into effect on June 10 this year,
and require US life insurers to trade and clear their executed
interest rate swaps on registered exchanges or clearing houses",
says Moody's Vice President -- Senior Credit Officer Laura Bazer.
"US life insurers will also have to post larger sums of higher
quality collateral."

Interest rate swaps account for an estimated 60% or almost one
trillion dollars of US life insurers' notional derivative
exposure. Therefore, the new regulations will impact them
significantly. In addition, a credit negative for the top 20 life
insurers is the cost of the newly mandated collateral, which, in
one estimate, could require an additional $10-30 billion of
liquidity.

It is also possible that even more types of derivatives will
require collateral in the future, added Bazer.

At the same time, increased holdings of low-yielding government
securities and cash for hedge collateral will lower life insurers'
investment yields and overall profitability, already under
pressure in the current low-interest rate environment, says
Moody's.

However, US life insurers will benefit from reduced individual
counterparty risk, says the rating agency. Under the new
regulation, insurers will do business with an exchange or clearing
house, whose own new capital requirements, together with the more
robust collateral requirements, reduces the risk of loss faced by
insurers.

Moody's notes that increased Treasury and cash holdings should
improve the credit quality and liquidity of life insurers'
investment portfolios at a time when their search for higher-
yielding assets would otherwise be incrementally adding credit
risk, said Moody's.


* DLA's Lee Smolen Accused of Faking His Expenses Over 6 Years
--------------------------------------------------------------
Peter Lattman, writing for The New York Times' DealBook, reported
that a prominent corporate lawyer in Chicago has been accused by
an Illinois disciplinary board of charging the firm for phony
expenses, including about $70,000 in taxi trips, $35,000 in
sporting events and a Thanksgiving celebration at his country
club.

According to the report, Lee M. Smolen, a partner at DLA Piper,
the world's largest law firm, was named in a complaint filed this
month by the Illinois Attorney Registration and Disciplinary
Commission.  Before joining DLA, Mr. Smolen was a longtime partner
at Sidley Austin.  The board said the false expense reporting took
place at Sidley.

From 2007 to 2012, Mr. Smolen fabricated more than $120,000 in
expenses submitted to Sidley, the commission said, the report
related. The complaint, which accuses Mr. Smolen of fraud and
deceit, asks that the case be assigned to a panel for additional
investigation and to make a recommendation "for such discipline as
warranted."

Mr. Smolen resigned abruptly from Sidley last fall, and joined DLA
in February, the report said.  Josh Epstein, a DLA spokesman, said
in a statement that the firm was aware of Mr. Smolen's
disciplinary matter when it hired him.

"After our own due diligence and a thorough review of the facts,
the firm decided to give great weight to the total body of Lee's
work over his 25-plus years as a lawyer," the statement said, the
report cited.  "Lee is a well-respected attorney who has learned
from his experience and taken all the necessary steps to move
forward as a productive member of our team."


* BOND PRICING -- For Week From June 24 to 28, 2013
---------------------------------------------------

  Issuer Name           Ticker  Coupon   Bid Price Maturity Date
  -----------           ------  -------  --------- -------------
AES Eastern Energy LP   AES      9.000     1.750       1/2/2017
AES Eastern Energy LP   AES      9.670     4.125       1/2/2029
AGY Holding Corp        AGYH    11.000    49.750     11/15/2014
ATP Oil & Gas Corp      ATPG    11.875     1.188       5/1/2015
ATP Oil & Gas Corp      ATPG    11.875     1.125       5/1/2015
ATP Oil & Gas Corp      ATPG    11.875     1.125       5/1/2015
Affinion Group
  Holdings Inc          AFFINI  11.625    52.725     11/15/2015
Alion Science &
  Technology Corp       ALISCI  10.250    58.750       2/1/2015
Ambac Financial
  Group Inc/Old         ABK      6.150    15.200       2/7/2087
Buffalo Thunder
  Development
  Authority             BUFLO    9.375    31.250     12/15/2014
Cengage Learning
  Acquisitions Inc      TLACQ   10.500     9.500      1/15/2015
Cengage Learning
  Acquisitions Inc      TLACQ   12.000    10.125      6/30/2019
Cengage Learning
  Acquisitions Inc      TLACQ   10.500     9.500      1/15/2015
Cengage Learning
  Holdco Inc            TLACQ   13.750     1.500      7/15/2015
Champion
  Enterprises Inc       CHB      2.750     0.375      11/1/2037
Delta Air Lines 1993
  Series A1 Pass
  Through Trust         DAL      9.875    20.875      4/30/2049
Downey Financial Corp   DSL      6.500    64.000       7/1/2014
Dynegy Roseton LLC /
  Dynegy Danskammer
  LLC Pass Through
  Trust Series B        DYN      7.670     4.500      11/8/2016
Eastman Kodak Co        EK       7.000    12.000       4/1/2017
Eastman Kodak Co        EK       9.200    12.900       6/1/2021
Eastman Kodak Co        EK       9.950    17.700       7/1/2018
FairPoint
  Communications
  Inc/Old               FRP     13.125     1.000       4/2/2018
FiberTower Corp         FTWR     9.000     8.750       1/1/2016
GMX Resources Inc       GMXR     9.000    15.000       3/2/2018
GMX Resources Inc       GMXR     4.500     6.063       5/1/2015
Gasco Energy Inc        GSXN     5.500    17.000      10/5/2015
Geokinetics
  Holdings USA Inc      GEOK     9.750    51.750     12/15/2014
HP Enterprise
  Services LLC          HPQ      3.875    94.525      7/15/2023
JPMorgan Chase & Co     JPM      1.329    97.250      7/28/2013
James River Coal Co     JRCC     4.500    43.230      12/1/2015
LBI Media Inc           LBIMED   8.500    30.000       8/1/2017
Lehman Brothers
  Holdings Inc          LEH      1.000    20.500      3/29/2014
Lehman Brothers
  Holdings Inc          LEH      1.000    20.500      8/17/2014
Lehman Brothers
  Holdings Inc          LEH      0.250    20.500      1/26/2014
Lehman Brothers
  Holdings Inc          LEH      0.250    20.500     12/12/2013
Lehman Brothers
  Holdings Inc          LEH      1.250    20.500       2/6/2014
Lehman Brothers
  Holdings Inc          LEH      1.000    20.500      8/17/2014
Mashantucket Western
  Pequot Tribe          MASHTU   8.500     6.375     11/15/2015
Mashantucket Western
  Pequot Tribe          MASHTU   8.500     6.375     11/15/2015
Motors Liquidation Co   MTLQQ    7.375     0.375      5/23/2048
Motors Liquidation Co   MTLQQ    6.750     0.375       5/1/2028
OnCure Holdings Inc     ONCJ    11.750    44.500      5/15/2017
Overseas Shipholding
  Group Inc             OSG      8.750    80.750      12/1/2013
PMI Group Inc/The       PMI      6.000    26.000      9/15/2016
Penson Worldwide Inc    PNSN    12.500    24.125      5/15/2017
Penson Worldwide Inc    PNSN     8.000     8.375       6/1/2014
Penson Worldwide Inc    PNSN    12.500    24.125      5/15/2017
Platinum Energy
  Solutions Inc         PLATEN  14.250    57.600       3/1/2015
Powerwave
  Technologies Inc      PWAV     1.875     1.125     11/15/2024
Powerwave
  Technologies Inc      PWAV     1.875     1.125     11/15/2024
RBS Capital Trust I     RBS      4.709    70.000
Residential
  Capital LLC           RESCAP   6.875    30.500      6/30/2015
Savient
  Pharmaceuticals Inc   SVNT     4.750    15.000       2/1/2018
School Specialty Inc    SCHS     3.750    40.000     11/30/2026
THQ Inc                 THQI     5.000    48.000      8/15/2014
TMST Inc                THMR     8.000     9.500      5/15/2013
Terrestar Networks Inc  TSTR     6.500    10.000      6/15/2014
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     15.000    26.500       4/1/2021
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     10.250     9.250      11/1/2015
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     10.250     8.180      11/1/2015
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     10.500    12.500      11/1/2016
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     15.000    28.125       4/1/2021
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     10.250     9.625      11/1/2015
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     10.500     8.875      11/1/2016
Texfi Industries        TXFIE    8.750     1.000       8/1/1999
Turner Broadcasting
  System Inc            TWX      8.375    99.629       7/1/2013
USEC Inc                USU      3.000    18.050      10/1/2014
Verso Paper Holdings
  LLC / Verso
  Paper Inc             VRS     11.375    52.000       8/1/2016
WCI Communities
  Inc/Old               WCI      4.000     0.500       8/5/2023
Western Express Inc     WSTEXP  12.500    67.125      4/15/2015
Western Express Inc     WSTEXP  12.500    67.125      4/15/2015



                            *********

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
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
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firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-241-8200.


                  *** End of Transmission ***