TCR_Public/130816.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Friday, August 16, 2013, Vol. 17, No. 226


                            Headlines

11850 DEL PUEBLO: Has Until Aug. 23 to File Plan
240 ANGLER AVENUE: Case Summary & 6 Unsecured Creditors
ACCESS MIDSTREAM: Moody's Rates $400MM Senior Notes Offer 'Ba3'
ACCESS MIDSTREAM: S&P Retains 'BB' Rating After New $400MM Add-On
AEROVISION HOLDINGS: Asks Court to Deny i3's Bid to Dismiss Case

AINSWORTH LUMBER: S&P Raises Senior Secured Notes Rating to B+
ALLON THERAPEUTICS: Paladin Buys Business; Shares Cancelled
AMBAC FINANCIAL: Reports Financial Results for Second Qtr. 2013
AMERICAN AIRLINES: Lawyers Present Rebuttal of DOJ's Suit
AMERICAN AIRLINES: UST, et al., Oppose Plan Confirmation

AMERICAN AIRLINES: USAPA, et al., Object to Plan Confirmation
AMERICAN AIRLINES: Customers Sue AMR, US Air
AMERICAN AIRLINES: USAir FAs to Fight DOJ's Bid vs. Merger
AMERICAN AIRLINES: APFA Pushes Back Against DOJ Over Merger Suit
AMERICAN AIRLINES: Judge Lane Delays Plan Ruling Amid DOJ Suit

AMERICAN GREETINGS: S&P Affirms 'B+' Corporate Credit Rating
AMERICAN ROADS: Seeks to Employ Curtis as Conflicts Counsel
AMERICAN ROADS: Taps Greenhill as Financial Advisor
AMERICAN ROADS: Seeks to Hire Protiviti Inc. as Financial Advisor
AMERICAN TOWER: S&P Assigns BB+ Rating to $800MM-$1BB Senior Notes

ANCHOR BANCORP: Targets Aug. 27 Hearing on Prepack Plan
ANCHOR BANCORP: Wants Schedules Filing, Sec. 341 Meeting Waived
ANCHOR BANCORP: Posts Net Loss of $8.9 Mil. in Qtr. Ended June 30
ASHTON GROVE: Files Bare-Bones Chapter 11 Petition
ATLANTIC COAST: Board Chairman Linfante Quits

AXESSTEL INC: Posts $2.5MM Net Loss in Q2; In Forbearance Talks
BELLE FOODS: Court Sets Sept. 24 Auction for Stores
BENTLEY PREMIER: Seeks to Use Lenders' Cash Collateral
BENTLEY PREMIER: Sec. 341(a) Creditors' Meeting on Sept. 6
BENTLEY PREMIER: Wants Schedules Deadline Extended to Sept. 3

BRESNAN BROADBAND: Moody's Withdraws Ratings After Debt Repayment
CAPITOL BANCORP: Denies River Branch's Employment Request
CARDERO RESOURCE: NYSE-MKT Accepts Listing Compliance Plan
CASH STORE: Unveils Changes to Board of Directors
CBS I: Disclosure Statement Hearing Set for Sept. 25

CENTURY PLAZA: Obtains Confirmation of Bankruptcy Plan
CHA CHA ENTERPRISES: Can Use Cash Collateral of Wells Fargo
CHEYENNE HOTELS: Files Third Amended Reorganization Plan
COCOPAH NURSERIES: Harkin Road Objects Anew to Security Agreement
COGENT COMMS: Moody's Rates $175MM Sr. Notes B2; Lifts CFR to B3

COGENT COMMUNICATIONS: S&P Retains 'B+' Rating After Notes Upsize
COMANCHE RANCH 1208: Voluntary Chapter 11 Case Summary
COMMUNITY HOME FINC'L: Files 2nd Addendum to Plan Outline
COMMUNITY HOME FINC'L: Can Hire R. Cunningham as Accountant
COSTA DORADA: 2nd Disclosure Statement to be Heard on Sept. 9

CRAWFORDSVILLE LLC: Wants Plan Filing Period Extended to Dec. 2
CROWN CASTLE: Moody's Retains Ba2 CFR After 500MM Loan Upsize
DALLAS ROADSTER: TCB Says Plan Strips Its Liens on Debtor's Assets
DIGITAL DOMAIN: Plan Filing Date Extended to Nov. 5
DLUBAK CORPORATION: Case Summary & 20 Largest Unsecured Creditors

DYNASIL CORP: Report Net Loss in Q3; In Covenant Default
DONNER METAL: Fails to Make $4.3MM Cash Call; Faces Default Risk
EASTMAN KODAK: Retirees, et al., Oppose Reorganization Plan
EASTMAN KODAK: Seeks Court Approval to Expand Deloitte Services
EASTMAN KODAK: Wins Court Approval to Expand E&Y Services

EASTMAN KODAK: Signs Deal With Tech Firms to Assume IP Contracts
EASTMAN KODAK: Names Director Selections for Post-Emergence Board
EDISON MISSION: Committee's Standing Bid a "Litigation Tactic"
EDISON MISSION: Wants to Limit JPMorgan's Setoff Rights
EL MONTE PUBLIC: Fitch Affirms 'BB+ Revenue Bonds Ratings

ENDICOTT INTERCONNECT: CRO Appeared at 341 Creditors' Meeting
ERIC'SONS: Case Summary & 20 Largest Unsecured Creditors
EXCEL MARITIME: Units Allowed to Tap $500,000 from Credit Suisse
EXCEL MARITIME: Has Authority to Use Cash Collateral Until Nov. 29
EXCEL MARITIME: Employs Skadden Arps as Lead Bankruptcy Counsel

FANNIE MAE: Posts $10.1 Billion Net Income in Second Quarter
FERRAIOLO CONSTRUCTION: Plan Confirmation Hearing Set for Aug. 21
FERRAIOLO CONSTRUCTION: Can Use Cash Collateral Until Aug. 21
FERRAIOLO CONSTRUCTION: Can Employ Hichar & Luca as Accountants
FLAMINGO PRODUCTS: Disposable Tableware Distributor Files Ch.11

GIBRALTAR KENTUCKY: Creditor Seeks Appointment of Ch. 11 Trustee
GREEN MOUNTAIN: S&P Raises Corporate Credit Rating to 'BB-'
HAAS ENVIRONMENTAL: Has Until Aug. 20 to Use Cash Collateral
HAAS ENVIRONMENTAL: Proposes Cozen O'Connor as Counsel
HALLWOOD GROUP: Posts Net Loss of $357,000 in Second Qtr. 2013

HANDY HARDWARE: 2nd Amended Plan Declared Effective
HARDWOOD SUPPLY: Files Chapter 11 Bankruptcy in Wichita
HAWKER BEECHCRAFT: 10th Cir. Affirms Dismissal of Nyanjom Claim
HELLER EHRMAN: District Court Won't Reinstate Iris Biotech Claim
HOLSTED MARKETING: Bankruptcy Court Confirms Reorganization Plan

JEH COMPANY: Bank Objects to JEH Leasing Cash Collateral Motion
JEH COMPANY: Stallion Wants to Use Cash to Pay Trustee Fees
JERRY'S NUGGET: U.S. Bank Seeks Appointment of Trustee
KINBASHA GAMING: Reports Q1 Results; Debt in Default Decreased
LEHMAN BROTHERS: Seeks to Collect $3.2-Bil. on Derivatives

LEHMAN BROTHERS: Agreement With Airlie, U.S. Bank Approved
LEHMAN BROTHERS: RBC Asks Court to Compel Re-Issuance of Checks
LEHMAN BROTHERS: Tschira's Bid to Withdraw Claims Granted
LEHMAN BROTHERS: LBI Has Resolved Claims Totaling $82 Billion
LITEFLEX LLC: Declares Chapter 11 Bankruptcy

LIMA BROTHERS: Voluntary Chapter 11 Case Summary
LIVE NATION: S&P Retains 'BB' Rating on $335MM Revolver Due 2018
LONESTAR INTERMEDIATE: Moody's Assigns Ba3 CFR; Outlook Stable
MAXCOM TELECOMMUNICACIONES: Taps Santamarina as Mexican Counsel
MAXCOM TELECOMMUNICACIONES: Seeks to Hire Lazard as Fin'l Advisor

MAXCOM TELECOMMUNICACIONES: Taps Alfaro Davila as Mexican Advisor
MERCANTILE BANCORP: Allowed to Auction Bank's Shares and Trademark
MERCANTILE BANCORP: Deadline to File Schedules & SOFA Extended
MERCANTILE BANCORP: Can Employ DLA Piper as Lead Counsel
MERCANTILE BANCORP: General Claims Bar Date Set for Sept. 27

MGM RESORTS: Incurs $92.9-Mil. Net Loss in 2013 Q2
MEDIA GENERAL: Incurs $16.1 Million Second Quarter Net Loss
MONTREAL, MAINE & ATLANTIC: Wins U.S. Court Nod to Keep Operating
MONTREAL MAINE: Amends List of Top Unsecured Creditors
NATIONAL ENVELOPE: Amends DIP Agreement to Extend Plan Filing Date

NATIONAL ENVELOPE: Creditors' Panel Taps Guggenhiem as Banker
NEW ENERGY: Plan Confirmation Hearing Set for Oct. 8
NEW ENERGY: Seeks Use of Cash Collateral Until Oct. 20
NMP-GROUP: Can Employ Cole Schotz as Counsel
NORTHLAND RESOURCES: Requests for Termination of Reorganizations

OCZ TECHNOLOGY: In Covenant Default; To Amend Hercules Agreement
PARK SIDE: Residential Unit Purchasers Seek Trustee Appointment
PARK SIDE: Liquidation Plan Hinges on Sale of Brooklyn Property
PARK SIDE: Gets Court's Final Nod on $350K Loan From Classon V
PATRIOT COAL: Files Motion Seeking Approval of New CBAs with UMWA

PORTER BANCORP: Incurs $1.7 Million Net Loss in Second Quarter
QUANTUM CORP: Stockholders Elect Nine Directors
QUICKSILVER RESOURCES: Reports $242.5 Million Net Income in Q2
RADIAN GROUP: Declares Regular Quarterly Dividend on Common Stock
RESIDENTIAL CAPITAL: UST, et al., File Objections to Plan Outline

RESIDENTIAL CAPITAL: Credit Union et al. Object to Plan Outline
RESIDENTIAL CAPITAL: Asks for Plan Exclusivity Until Nov. 14
RESIDENTIAL CAPITAL: Objects to PNC Bank's Contribution Claim
RESIDENTIAL CAPITAL: Seeks Approval of Kessler Class Settlement
ROLLING HILLS: Moody's Lifts Rating on $350MM Secured Loan to B1

SKILLED HEALTHCARE: S&P Affirms 'B' CCR & Revises Outlook to Neg.
SOMERSET MEDICAL: Merger Deadline Cues Moody's Downgrade Review
SOUTH FLORIDA SOD: Wolff Hill Replaces Latham Shuker
STABLEWOOD SPRINGS: Plan Declared Effective on July 22
STEINWAY MUSICAL: S&P Withdraws B Rating on $200MM 1st-Lien Loan

T-MOBILE USA: $500MM Senior Notes Offer Gets Moody's Ba3 Rating
T-MOBILE USA: S&P Assigns 'BB' Rating to $500MM Sr. Unsec. Notes
THOMPSON CREEK: Perron to Succeed Loughrey as New CEO
TNP: Replaces Advisor; Thompson Bankruptcy May Trigger Default
TRAVELPORT LIMITED: Reports $103 Million Net Loss in 2nd Quarter

UNITED AIRLINES: S&P Assigns BB+ Rating to Series 2013-1 Certs
US REALTY INVESTMENTS #1: Chapter 15 Case Summary
VERMILLION INC: Posts Net Loss of $2.1 Mil. in Second Qtr. 2013
VERTIS HOLDINGS: Seeks Extension of Plan Filing Date to Nov. 4
WARNER MUSIC: Incurs $62 Million Net Loss in June 30 Quarter

WATERFORD HOTEL: Wins Approval of Fourth Amended Plan
WENTWOOD BAYTOWN: Plan Confirmation Hearing Set for Sept. 12
WESTERN PLAINS: Western Canadian Bank Demands Loan Re-Payment
WILLIAM BERRY: Case Summary & 20 Largest Unsecured Creditors
WVSV HOLDINGS: Can Employ Udall Shumway as Special Counsel

* 87 US Chief Judges Appeal to Congress for Funding Help
* DOJ Suit on US Air-AMR Merger Won't Impact Airports' Ratings

* BOOK REVIEW: The Phoenix Effect: Nine Revitalizing Strategies
               No Business Can Do Without


                            *********


11850 DEL PUEBLO: Has Until Aug. 23 to File Plan
------------------------------------------------
Judge Robert Kwan approved a third stipulation between 11850 Del
Pueblo, LLC, and U.S. Bank National Association for an extension
of the Debtor's plan filing deadline through Aug. 23, 2013 and
plan confirmation deadline through Nov. 8, 2013.

Jonathan S. Shenson, Esq. -- jshenson@shensonlawgroup.com -- and
Lauren N. Gans, Esq. -- lgans@shensonlawgroup.com -- of SHENSON
LAW GROUP PC serve as attorneys to the Debtor.

                      About 11850 Del Pueblo

11850 Del Pueblo, LLC, first filed a Chapter 11 petition (Bankr.
C.D. Cal. Case No. 12-42819) in Los Angeles on Sept. 27, 2012.
The Debtor, a Single Asset Real Estate under 11 Sec. 101(51B),
owns property on 11850 Valley Boulevard, in El Monte, California.
The property, according to the schedules filed together with the
petition, is worth $9 million and secures a $17.5 million claim.
Levi Reuben Uku, Esq., at The Law Offices of Levi Reuben Uku
serves as counsel to the Debtor.

The Court dismissed the bankruptcy case on Oct. 12, 2012, due to
the Debtor's failure to timely file certain necessary documents.

The Debtor filed a second petition (Bankr. C.D. Cal. 12-44726)
on Oct. 15.

Bankruptcy Judge Robert N. Kwan presides over the case.  Chukwudum
N. Emenike, Esq. has been tapped as counsel for the Debtor.

U.S. Bank National Association, as trustee, successor-in-interest
to Bank of America, N.A., as Trustee, as successor by merger to
LaSalle Bank National Association, as Trustee, for the Registered
Holders of Deutsche Mortgage & Asset Receiving Corporation
Mortgage Pass-Through Certificates, Series CD2006-CD3, is
represented by Alan M. Feld, Esq., M. Reed Mercado, Esq., and Adam
McNeile, Esq., at Sheppard, Mullin, Richter & Hampton LLP.


240 ANGLER AVENUE: Case Summary & 6 Unsecured Creditors
-------------------------------------------------------
Debtor: 240 Angler Avenue LLC
        c/o Hemisphere Management
        120 Wood Avenue South
        Iselin, NJ 08830

Bankruptcy Case No.: 13-27364

Chapter 11 Petition Date: August 7, 2013

Court: United States Bankruptcy Court
       District of New Jersey (Trenton)

Judge: Kathryn C. Ferguson

Debtor's Counsel: David L. Bruck, Esq.
                  GREENBAUM, ROWE, SMITH, ET AL.
                  P.O. Box 5600
                  Woodbridge, NJ 07095
                  Tel: (732) 549-5600
                  Fax: (732) 549-1881
                  E-mail: bankruptcy@greenbaumlaw.com

Scheduled Assets: $1,600,000

Scheduled Liabilities: $1,838,289

A copy of the Company's list of its six unsecured creditors, filed
together with the petition, is available for free at
http://bankrupt.com/misc/njb13-27364.pdf

The petition was signed by James K. Wolosoff, managing member.


ACCESS MIDSTREAM: Moody's Rates $400MM Senior Notes Offer 'Ba3'
---------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to Access
Midstream Partners, L.P.'s proposed offering of $400 million
senior notes due 2021. Moody's also upgraded the speculative-grade
liquidity rating to SGL-2 from SGL-3. The proceeds from the notes
offering will be used to repay revolver borrowings and fund
planned growth capital expenditures. The outlook is positive.

"This senior notes offering bolsters Access Midstream's liquidity,
providing the partnership with full availability on its revolving
credit facility to fund its large growth capital expenditures,"
commented Pete Speer, Moody's Vice-President.

Issuer: Access Midstream Partners, L.P.

Assignments:

  $400M Senior Unsecured Regular Bond/Debenture, Assigned Ba3,
  LGD4, 63%

Upgrades:

  Speculative Grade Liquidity Rating, Upgraded to SGL-2 from
  SGL-3

Changes:

  $350M 5.875% Senior Unsecured Regular Bond/Debenture, Ba3,
  changed to LGD4, 63% from LGD4, 61%

  $750M 6.125% Senior Unsecured Regular Bond/Debenture, Ba3,
  changed to LGD4, 63% from LGD4, 61%

  $1400M 4.875% Senior Unsecured Regular Bond/Debenture, Ba3,
  changed to LGD4, 63% from LGD4, 61%

Ratings Rationale:

The Ba3 ratings on the proposed $400 million senior notes reflect
ACMP's overall probability of default of Ba2-PD and a loss given
default of LGD 4 (63%). The partnership's $1.75 billion revolver
is secured by substantially all of its assets. The outstanding and
proposed senior notes are all unsecured and have subsidiary
guarantees on a senior unsecured basis. Therefore the notes are
subordinated to the senior secured credit facility's potential
priority claim to the partnership's assets, resulting in the notes
being rated Ba3, one notch beneath the Ba2 Corporate Family Rating
under Moody's Loss Given Default Methodology.

The SGL-2 rating is based on Moody's expectation that ACMP will
have good liquidity through the end of 2014. Pro forma for the
senior notes offering, the partnership will have $1 billion
available on its committed $1.75 billion revolving credit facility
that matures in May 2018. This available borrowing capacity will
cover forecasted negative free cash flow through the end of 2014,
although Moody's expects ACMP to continue to execute periodic
equity and senior notes issuances to maintain ample availability
on the revolver. The partnership has good covenant headroom that
should expand as its leverage declines and given the size and
diversity of its asset base it can make some asset sales to raise
cash.

ACMP's Ba2 CFR is supported by the stability of its substantially
all fee-based revenues, contractually limited volume risk and
broad geographic and basin diversification. These positive
attributes are tempered by the partnership's high customer
concentration with Chesapeake Energy (Ba2 stable) and large growth
capital spending over the next three years that entails
operational execution and funding risks. ACMP's outstanding debt
was significantly increased by the December 2012 acquisition of
Chesapeake's midstream assets, but the partnership's financial
leverage metrics are improving as it completes planned growth
capital spending and funds those expenditures with a substantial
amount of equity.

The positive outlook reflects ACMP's strong execution on its
growth capital spending, rising cash flows and declining financial
leverage. If the partnership continues to successfully complete
its large capital spending program with meaningful equity funding
its financial leverage will decline to levels that could support
an upgrade to Ba1. With its increasing size and scale, Debt/EBITDA
sustained under 4x could result in a ratings upgrade. While it
appears unlikely based on current trends, the ratings could be
downgraded if the partnership's leverage rises over 5x because of
project cost overruns, insufficient equity funding, acquisitions
and/or weaker than expected earnings.

The principal methodology used in rating Access Midstream
Partners, L.P. was the Global Midstream Energy Industry
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.

Access Midstream Partners, L.P. is a publicly traded midstream
energy master limited partnership that is headquartered in
Oklahoma City, Oklahoma. The Williams Companies (Williams, Baa3
stable) and Global Infrastructure Partners (unrated) each own 50%
of ACMP's general partner and a sizable proportion of its limited
partner interests.


ACCESS MIDSTREAM: S&P Retains 'BB' Rating After New $400MM Add-On
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it left its 'BB'
issue-level rating and '4' recovery rating unchanged on Access
Midstream Partners L.P. and ACMP Finance Corp.'s $350 million
5.875% senior unsecured notes due 2021 after the partnerships
announced they proposed to make an add-on of $400 million to the
issue.  The notes will total $750 million.

The recovery rating of '4' indicates S&P's expectation of average
(30% to 50%) recovery if a payment default occurs.  The
partnership intends to use net proceeds for general partnership
purposes, including repaying debt and for capital spending.
Access is a midstream energy partnership that specializes in
gathering natural gas and natural gas liquids.  S&P's corporate
credit rating on Access is 'BB', and the outlook is stable.  As of
June 30, 2013, Access had about $2.8 billion in debt.

RATINGS LIST

Ratings Unchanged

Access Midstream Partners L.P.
Corp credit rating                            BB/Stable/--

Access Midstream Partners L.P.
ACMP Finance Corp.
$750 mil 5.875% sr unsecd notes due 2021      BB
Recovery rating                              4


AEROVISION HOLDINGS: Asks Court to Deny i3's Bid to Dismiss Case
----------------------------------------------------------------
Aerovision Holdings 1 Corp. says its bankruptcy case should not be
dismissed.

i3 Aircraft Holdings One, LLC, and Integration Innovation, Inc. --
i3 Parties -- have filed a motion to dismiss the Chapter 11 case
of Aerovision or, in the alternative, for relief from the
automatic stay.  The i3 Parties argue that the Debtor's purpose in
filing this Chapter 11 bankruptcy was to seek a friendlier forum
to derail ongoing state court litigation.  The i3 Parties argue
that the petition was filed in bad faith and as a mechanism to
forum shop.

The Debtor tells the bankruptcy court that it is not abusing the
judicial process or the purposes of the reorganization process.
The Debtor says that a legitimate and complex dispute exists
between the Debtor and its various creditors and other interested
parties.  In addition, the Debtor has not filed to delay or
frustrate the legitimate efforts of its "secured" creditors.

The Debtor says it does not have any secured creditors.  The
purpose of this bankruptcy filing was to provide the Debtor with
an opportunity to reorganize its affairs in an efficient and
expeditious manner.  To that end, the Debtor has filed a motion
for mediation with mediator Robert Furr.

The Debtor adds that a bona fide dispute exists between the Debtor
and its various unsecured creditors concerning the ownership of
the Aircraft and the rights and parties to the aforementioned
contract with the Saudi Arabian government.  The Debtor's
principal undertook significant effort and expense in procuring
the Debtor's aircraft and the Saudi contract.

The i3 Parties, according to the Debtor, have used illegitimate
means to attempt to obtain possession and ownership of the
aircraft.  A hearing in state court occurred with only one side
presenting their case due to a lack of proper notice to the Debtor
that evidence would be presented at that hearing.

The i3 Parties state that the Debtor could not be "financially
distressed" because on the statistical information section of
the petition, the Debtor lists assets of between $10 million and
$50 million and liabilities between $1 million and $10 million.

According to the Debtor, its schedules indicate assets of
$19,250,000, which already includes the aircraft at issue.
If the aircraft are deemed to not be owned by the Debtor, the
Debtor's assets will be significantly less than expected since the
aircraft are the Debtor's significant assets.  Many of the
Debtor's liabilities are also unknown because the Debtor is unsure
as to its liability, if any, to the various parties involved in
complex transactions.

The Debtor concedes that it filed the Chapter 11 bankruptcy
following Judge Maltz's June 19, 2013 state court ruling, but the
bankruptcy filing does not give rise to forum shopping.  The
question of the ownership of the aircraft is capable of being
addressed in and expeditious and cost-efficient manner through
this bankruptcy.

A hearing on the motion to dismiss the Debtor's chapter 11 case is
set for Aug. 20, 2013 at 9:30 a.m. at 1515 N Flagler Dr Room 801
Courtroom A, West Palm Beach.

Aerovision Holdings 1 Corp filed a Chapter 11 petition (Bankr.
S.D. Fla. Case No. 13-24624) on June 21, 2013, in its home-town in
West Palm Beach, Florida.  Mark Daniels signed the petition as
president.  The Debtor estimated assets in excess of $10 million
and liabilities of $1 million to $10 million.  Craig I. Kelley,
Esq., at Kelley & Fulton, PL, serves as the Debtor's counsel.


AINSWORTH LUMBER: S&P Raises Senior Secured Notes Rating to B+
--------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its recovery
rating on Ainsworth Lumber Co. Ltd.'s senior secured notes upward
to '1' from '2'. A '1' recovery rating indicates S&P's expectation
of a very high recovery (90%-100%) in the event of default.  At
the same time, Standard & Poor's raised its issue-level rating on
the notes to 'B+' from 'B', based on its revision to the recovery
rating.

"This revision to the recovery rating reflects Ainsworth's
voluntary repayment of US$35 million of notes, or 10% of notes
outstanding," said Standard & Poor's credit analyst Jamie
Koutsoukis.

The notes were repaid through the exercise of an optional
redemption feature within the company's note indenture, at a price
of 103% of the notes' value.  Ainsworth will use cash on hand to
redeem the notes, and S&P expects it to maintain "adequate"
liquidity, as per S&P's criteria, subsequent to the debt
repayment.

The 'B-' corporate credit rating and positive outlook on Ainsworth
are unchanged.

RATINGS LIST

Ainsworth Lumber Co. Ltd.
Corporate credit rating      B-/Positive/--

Rating Raised/Recovery Rating Revised

                             To         From
Senior secured notes         B+         B
Recovery rating             1          2


ALLON THERAPEUTICS: Paladin Buys Business; Shares Cancelled
-----------------------------------------------------------
In its earnings release for the quarter ended June 30, 2013,
Paladin Labs Inc. disclosed that subsequent to the quarter,
Paladin acquired Allon Therapeutics Inc. which was restructured
under the Bankruptcy and Insolvency Act (Canada) and under the
Canada Business Corporations Act.  All pre-existing issued and
outstanding shares and other securities of Allon were, pursuant to
the Court Order, cancelled without payment or other consideration.

A copy of Paladin's earnings release is available for free at:

                       http://is.gd/ODafu9

                   About About Paladin Labs Inc.

Headquartered in Montreal, Canada, Paladin Labs Inc. --
http://www.paladinlabs.com-- is a specialty pharmaceutical
company focused on acquiring or in-licensing innovative
pharmaceutical products for the Canadian and select international
markets. With this strategy, a focused Canadian national sales
team and proven marketing expertise, Paladin has evolved into one
of Canada's leading specialty pharmaceutical companies.

                  About Allon Therapeutics Inc.

Allon Therapeutics Inc. is a clinical-stage biopharmaceutical
company that engages in the development of drugs to treat
neurodegenerative diseases.


AMBAC FINANCIAL: Reports Financial Results for Second Qtr. 2013
---------------------------------------------------------------
Ambac Financial Group, Inc. on Aug. 14 reported second quarter
2013 financial results.  Following the Company's emergence from
bankruptcy on May 1, 2013, the consolidated financial statements
reflect the application of fresh start reporting incorporating,
among other things, the discharge of debt obligations, issuance of
new common stock, and fair value adjustments.  The financial
results of the Company for the periods from May 1, 2013 are
referred to as "Successor" and the financial results for the
period through April 30, 2013 are referred to as "Predecessor".
The effects of the reorganization and Fresh Start are recorded in
Predecessor Ambac's financial results for the period ended April
30, 2013 and amounted to a gain of $2,747 million.

Additionally, for the Successor Ambac period from May 1 through
June 30, 2013, the Company is reporting earnings per diluted share
of $4.42.

Key drivers of results for the Successor Ambac period from May 1
through June 30, 2013 were

-- Net earned premiums of $58.0 million

-- Net investment income of $26.6 million

-- Net change in fair value of credit derivatives of $51.2 million

-- Derivative product revenues of $83.7 million

-- Loss and loss expenses (net benefit) of ($26.1) million

-- Interest and operating expenses of $37.7 million

GAAP Financial Results

Net Premiums Earned

Reporting of net premiums earned was not impacted by the adoption
of Fresh Start.  Net premiums earned include accelerated premiums
which result from calls and other policy accelerations recognized
during the period, and normal net premiums.  For the second
quarter of 2013, as compared to the second quarter of 2012, net
premiums earned declined $15.3 million from $103 million,
accelerated earnings declined $15.8 million from $35.9 million,
and normal net premiums earned increased $0.5 million from $67.1
million.  2012 normal net premiums earned were adversely affected
by the write-off of a premium receivable from a non-investment
grade obligation that was deemed uncollectible.  For the three
months ended June 30, 2012, net premiums earned relating to this
obligation were reduced $12.5 million.  Excluding the impact of
the premium receivable write-off, normal net premiums earned for
the second quarter of 2013, as compared to the second quarter of
2012, declined $12.0 million due to the continued runoff of the
insurance portfolio.

Net Investment Income

Net investment income for the Successor Ambac period from May 1
through June 30, 2013 was $26.6 million, and for the Predecessor
Ambac period from April 1 through April 30, 2013 was $32.4
million.

At the Fresh Start Reporting Date, the amortized cost bases of
securities in the Financial Guarantee investment portfolio were
reset to fair value.  As a result, for the Successor Ambac period
from May 1 through June 30, 2013, Financial Guarantee net
investment income generally reflects current market yields for
such securities.  Since the second quarter of 2012, the collection
of premiums and investment coupons was more than offset by the
resumption of partial claim payments on Segregated Account
policies and payments made to commute certain financial guarantee
exposures.  This has resulted in a lower average invested base for
Predecessor Ambac in 2013 compared to the second quarter of 2012.
Partially offsetting the impact of this, the Company has continued
to shift the portfolio toward higher yielding assets, including
Ambac Assurance-wrapped securities purchased as part of the
Company's loss remediation strategy.  Since the second quarter of
2012, Financial Services investment income continues to decline,
as the investment agreement portfolio runs off and the balance of
investment assets declines accordingly.

Net Realized Investment Gains

Net realized investment gains for the Successor Ambac period from
May 1 through June 30, 2013 was $18.5 million, and for the
Predecessor Ambac period from April 1 through April 30, 2013 was
$7.2 million.  The gains during April 2013 primarily related to
the repositioning of Ambac Assurance UK Limited's investment
portfolio, and for the May 1 through June 30, 2013 period were
primarily the result of sales of Alt-A RMBS in response to
favorable market conditions.  The realized investment gains in the
second quarter of 2012 were largely the result of portfolio
repositioning and relative value trades executed in response to
market conditions during the period. The following table provides
a summary of net realized investment gains for all periods
presented:

Net Change in Fair Value of Credit Derivatives

The fair value of credit derivatives was not impacted by the
adoption of Fresh Start.  The loss attributable to the change in
fair value of credit derivatives for the three months ended June
30, 2013 increased by $14.5 million from a loss of $7.4 million
for the three months ended June 30, 2012.  The increase in loss
during both periods was due to a reduction of the Ambac Assurance
credit valuation adjustment ("CVA"), partially offset by mark-to-
market gains resulting from improvements in reference obligation
prices, gains associated with runoff of the portfolio, and credit
derivative fees earned.  The reduction in CVA reflects observed
increases in the fair value of Ambac Assurance's obligations
during the periods, and resulted in losses within the change in
fair value of credit derivative liabilities of $14.6 million for
the two months ended June 30, 2013, $91.3 million for April 2013,
and $76.4 million for the three months ended June 30, 2012.

Derivative Products

Derivative product revenues were not impacted by the adoption of
Fresh Start.  The derivative products portfolio has been
positioned to record gains in a rising interest rate environment
in order to provide a hedge against the impact of rising rates on
certain exposures within the financial guarantee insurance
portfolio.  Derivative product revenues for the three months ended
June 30, 2013 improved $174.6 million from a loss of $124.1
million reported for the three months ended June 30, 2012.
Results in derivative product revenues for the second quarter of
2013 were primarily driven by mark-to-market swap gains caused by
rising interest rates, offset by declines in the Ambac CVA on
certain swap liabilities.  The losses reported for the second
quarter of 2012 resulted primarily from mark-to-market movements
caused by declining interest rates and the impact of changes to
the Ambac CVA.  Changes in the CVA included in the fair value of
derivative liabilities contributed gains (losses) of ($30.5)
million for the two months ended June 30, 2013, $3.4 million for
April 2013, and $28.9 million for the three months ended June 30,
2012.

Net Realized Losses on the Extinguishment of Debt

During June 2012, Ambac Assurance exercised options to repurchase
surplus notes with an aggregate par value of $789.2 million for an
aggregate cash payment of $188.4 million.  Certain of these
options were free-standing derivatives for accounting purposes and
were carried at fair value as assets on the Company's balance
sheet.  These surplus notes were originally recorded at their fair
value at the date of issuance.  The carrying value of the
extinguished surplus notes and accrued interest less the fair
value of the free-standing derivatives were below the call option
exercise prices and, accordingly, for the three months ended June
30, 2012, Ambac recognized a realized loss of $177.7 million.
There have been no such losses realized during 2013.

Income on Variable Interest Entities (VIEs)

Income on VIEs was not significantly impacted by the adoption of
Fresh Start.  VIE income for the three months ending June 30, 2013
increased $387.3 million from $5.5 million for the three months
ending June 30, 2012.  Income on VIEs for April 2013 includes the
net income related to a newly consolidated VIE.  Consolidation of
this VIE resulted in a gain of $385.3 million, representing the
difference between net assets of the VIE at fair value as of the
consolidation date and the previous carrying value of Ambac's net
insurance liabilities associated with the VIE.  VIE income on
variable interest entities for the second quarter of 2012 reflects
the positive change in the fair value of net assets of VIEs during
that period.

Loss and Loss Expenses, and Loss Reserves

Reporting of loss and loss expenses was not impacted by the
adoption of Fresh Start.  Loss and loss expenses for the second
quarter of 2013 declined $754.4 million from $741.4 million for
the second quarter of 2012.  Second quarter 2013 results were
driven by lower estimated losses in the RMBS, asset backed
securities, and international portfolios.

During the second quarter of 2013, loss and loss expenses paid,
net of recoveries and reinsurance from all policies, decreased
$6.5 million from a net recovery of $18.4 million during the
second quarter of 2012.  The amount of actual claims paid during
the period was impacted by the claims payment moratorium imposed
on March 24, 2010 as part of the rehabilitation proceedings for
the Segregated Account of Ambac Assurance ("Segregated Account").
On September 20, 2012, in accordance with certain rules published
by the rehabilitator of the Segregated Account (the "Policy Claim
Rules"), the Segregated Account commenced paying 25% of each
permitted policy claim that arose since the commencement of the
claims payment moratorium.  At June 30, 2013, a total of $3.8
billion of presented claims remain unpaid because of the
Segregated Account rehabilitation proceedings and related court
orders.

Loss reserves (gross of reinsurance and net of subrogation
recoveries) decreased $0.5 billion at June 30, 2013 from $6.0
billion at March 31, 2013, primarily due to the newly consolidated
VIE.

RMBS loss reserves, including unpaid claims, increased $23 million
from $3.4 billion at March 31, 2013.  Reserves as of June 30,
2013, are net of $2.4 billion of estimated representation and
warranty breach remediation recoveries.  Ambac Assurance is
pursuing remedies and enforcing its rights, through lawsuits and
other methods, to seek redress for breaches of representations and
warranties and fraud related to various RMBS transactions.

Expenses

Underwriting and operating expenses consist of gross operating
expenses, which were unaffected by Fresh Start, plus the
amortization of previously deferred insurance acquisition costs.
All deferred acquisition costs were written off in Fresh Start and
accordingly no amortization is reported in Successor Ambac.

Gross operating expenses for the three months ended June 30, 2013
decreased by $1.4 million from $27.0 million for the three months
ended June 30, 2012.  The decrease was primarily due to lower
consulting fees, legal expenses, subscription and data access, and
insurance costs, partially offset by higher premium tax and
compensation expenses.

At the Fresh Start Reporting Date, an insurance intangible asset
was recorded which represents the difference between the fair
value and aggregate carrying value of the insurance and
reinsurance assets and liabilities.  The insurance intangible
asset is amortized using the level yield method based on par
exposure of the related financial guarantee insurance or
reinsurance contracts. The insurance intangible amortization
expense for the two months ended June 30, 2013 was $25.0 million.

Interest expense was $21.1 million for the Successor Ambac period
from May 1 through June 30, 2013, $7.9 million for the Predecessor
Ambac period from April 1 through April 30, 2013, and $31.9
million for the quarter ending June 30, 2012.  Interest expense
includes accrued interest and accretion of the discount on surplus
notes issued by Ambac Assurance and the Segregated Account, plus
interest expense relating to investment agreements, and a secured
borrowing transaction.  As a result of Fresh Start, the
unamortized discounts on surplus notes have decreased as carrying
values were reset to fair value at the Fresh Start Reporting Date,
and future cash flows on the surplus notes have been re-projected.
Both of these items have impacted the amount of discount accretion
recognized in interest expense for Successor Ambac.  Accretion of
surplus note discounts included within overall interest expense
was $8.3 million and $1.4 million for the two months ended June
30, 2013, and April 2013, respectively, as compared to $3.7
million for the quarter ending June 30, 2012. The following table
provides a summary of interest expense for all periods presented:

Reorganization Items, Net

Reorganization items primarily relate to expenses directly
attributed to the Company's Chapter 11 reorganization process.

Balance Sheet

As a result of the application of Fresh Start, Successor Ambac re-
measured all tangible and intangible assets and all liabilities,
other than deferred taxes and liabilities associated with post-
retirement benefits, at fair value, and recorded goodwill
representing the excess of reorganization value of Successor Ambac
over the fair value of net assets being re-measured.  Total assets
increased by approximately $1.3 billion from March 31, 2013
(Predecessor Ambac) to $27.5 billion at June 30, 2013 (Successor
Ambac).  The increase is primarily the result of (i) Fresh Start
adjustments of $2.0 billion; and (ii) higher invested assets at
fair value, partially offset by lower (i) variable interest entity
assets; (ii) premium receivables; (iii) derivative assets; and
(iv) subrogation recoverable.  Fresh Start adjustments primarily
related to the recording of an insurance intangible asset of $1.6
billion and goodwill of $515 million, partially offset by the
write-off of deferred acquisition costs.  Total liabilities
declined by approximately $2.1 billion from March 31, 2013
(Predecessor Ambac) to $26.9 billion at June 30, 2013 (Successor
Ambac).  The decline was primarily the result of (i) Fresh Start
and Reorganization adjustments of $1.1 billion; (ii) lower
variable interest entity liabilities; and (iii) lower unearned
premium reserves.  Fresh Start Adjustments were primarily due to
the elimination of liabilities subject to compromise of $1.7
billion, partially offset by fair value adjustments increasing the
carrying value of outstanding surplus notes issued by Ambac
Assurance Corporation and the Segregated Account by $786 million.

Overview of Ambac Assurance Statutory Results

During the second quarter of 2013, Ambac Assurance generated a
statutory net loss of $139.8 million.  Second quarter 2013 results
were primarily attributable to a $350.0 million expense (no impact
on Ambac Assurance policyholder surplus) related to the issuance
of junior surplus notes by the Segregated Account to Ambac as per
the Mediation Agreement, dated September 21, 2011, between Ambac,
Ambac Assurance and the Segregated Account (among others), and net
loss and loss expenses of $95.3 million.  This was offset by
realized gains of $105.8 million, premiums earned of $90.4
million, net investment income of $72.9 million, and a reduction
in impairments of $48.3 million relating to intercompany loans and
guarantees of subsidiary liabilities.

As of June 30, 2013, Ambac Assurance reported policyholder surplus
of $393.7 million, up from $159.5 million at March 31, 2013.  The
Segregated Account reported policyholder surplus of $443.3 million
as of June 30, 2013, up from $101.5 million as of March 31, 2013.
Ambac Assurance policyholder surplus increased from March 2013 due
to earned premiums, net investment income, realized gains on
securities sold, in addition to an increase in fair value of below
investment grade securities held.

Ambac Assurance's claims-paying resources amounted to
approximately $5.8 billion as of June 30, 2013, up approximately
$0.2 billion from $5.6 billion at March 31, 2013.  This excludes
AUK's claims-paying resources of approximately $1.1 billion.  The
increase in claims paying resources was primarily attributable to
principal and interest received on investments and consideration
received on sales of securities that were in an unrealized gain
position.

                      About Ambac Financial

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

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

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

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

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

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

Bankruptcy Judge Shelley C. Chapman entered an order confirming
the Fifth Amended Plan of Reorganization of Ambac Financial Group,
Inc. on March 14, 2012.  The Plan provides for the full payment of
secured claims and 8.5% to 13.2% recovery for general unsecured
claims.  The second modified version of the confirmed Plan was
declared effective on May 1, 2013, with Ambac obtaining bankruptcy
court approval of a $100+ million claims settlement with the
Internal Revenue Service.

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


AMERICAN AIRLINES: Lawyers Present Rebuttal of DOJ's Suit
---------------------------------------------------------
Brent Kendall and Susan Carey, writing for The Wall Street
Journal, report that lawyers for American Airlines and US Airways
spelled out the arguments they would use to defend their proposed
merger, one day after the Justice Department sued to block the
deal.

WSJ notes AMR and USAir on Wednesday took the unusual step of
making three of their top antitrust lawyers available to reporters
and analysts to give a detailed rebuttal of the government's 56-
page lawsuit challenging the deal. The Justice Department's suit
was joined by six state attorneys general and the District of
Columbia.

According to WSJ, the airlines' lawyers argue that the Justice
Department's suit ignored several benefits the merger would offer
consumers, including more flights to more destinations; and that
the deal would reduce the airlines' costs and allow them to offer
lower prices and better service.  They also said it would be good
for the airlines' employees and creditors.

WSJ relates the airlines' lawyers said they would push for a
speedy trial of the antitrust suit.

Washington lawyer Richard Parker, Esq., at O'Melveny & Myers LLP,
is representing US Airways.  He may be reached at:

          Richard Parker, Esq.
          O'MELVENY & MYERS LLP
          1625 Eye Street, NW
          Washington, DC 20006
          Tel: 202-383-5380
          Fax: 202-383-5414
          E-mail: rparker@omm.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 AIRLINES: UST, et al., Oppose Plan Confirmation
--------------------------------------------------------
The U.S. Trustee overseeing bankruptcy cases of AMR Corp. and its
Debtor-affiliates is blocking efforts by the company to get court
approval for its proposed plan to get out of Chapter 11
protection.

Tracy Hope Davis, the official charged with regulating bankruptcy
cases in the New York region, questioned a provision of the plan
that calls for a $20 million severance payment to AMR's chief
executive officer Tom Horton.

In a court filing, Ms. Davis reiterated her opposition to the
severance package, which, she says, violates bankruptcy law.

The U.S. Trustee said the severance package is not allowed under
Section 503(c), a provision that limits executive compensation,
and, therefore, cannot be included in the plan as an obligation
of the new company.

Ms. Davis used the same argument in June when she opposed the
approval of so-called disclosure statement or outline of the
plan.  When Judge Sean Lane of the U.S. Bankruptcy Court for the
Southern District of New York approved the outline, he refused to
approve the severance package, saying it will be addressed at a
hearing on confirmation of the plan.

The U.S. Trustee also questioned the provision that releases non-
debtors from liabilities, and the proposed reimbursement of legal
expenses of indenture trustees and members of the unsecured
creditors' committee.

The proposed plan also drew flak from GE Capital Aviation
Services LLC and from plaintiffs in an antitrust lawsuit named
Fjord v. US Airways Group Inc., who criticized AMR over the non-
debtor release provision.  Meanwhile, the Air Line Pilots
Association (ALPA), which represents American Eagle pilots, said
AMR needs to lay out a business plan for its Eagle unit in order
to prove that the proposed plan is feasible.

The U.S. Trustee is represented by Susan Golden, Esq., Michael
Driscoll, Esq., and Brian Masumoto, Esq., trial attorneys in New
York.

GE Capital is represented by Douglas Bacon, Esq., --
douglas.bacon@lw.com -- and Adam Goldberg, Esq. --
adam.goldberg@lw.com -- at Latham & Watkins LLP, in Chicago,
Illinois.

The Fjord plaintiffs are represented by David Cook, Esq. --
Cook@squeezebloodfromturnip.com -- at Cook Collection

Attorneys PLC, in San Francisco, California; Robert Ross Fogg,
Esq. -- rrfogg711@roadrunner.com -- at Law Office of Robert Ross
Fogg. Esq., LL.M, in Buffalo, New York; and Joseph Alioto, Esq. -
- josephalioto@mac.com -- at The Alioto Law Firm, in San
Francisco, California.

ALPA is represented by Richard Seltzer, Esq. --
rseltzer@cwsny.com -- at Cohen, Weiss and Simon LLP, in New York.

                     Debtors, et al., Defend Plan

The Debtors ask Judge Lane to overrule the objections to the
confirmation of their Chapter 11 Plan.  With respect to the U.S.
Trustee's objection, the Debtors maintain that the letter
agreement that proposes to pay Mr. Horton's $20 million severance
package does not violate U.S. bankruptcy law.

The Debtors argue that Section 503(c) is not applicable since the
obligations under the letter agreement are not being paid or
allowed as administrative expenses.  The Debtors added that those
obligations under the agreement are obligations of the combined
company -- AMR and US Airways Group Inc. -- and that payments
will be made only after the plan is confirmed and its merger with
US Airways is consummated.

Indenture trustees and creditors also lash back at the U.S.
Trustee and defended the provisions of the Plan that provide for
non-debtor releases and reimbursement of legal expenses.
The indenture trustees and creditors include the Bank of New York
Mellon, Boeing Capital Corp., Manufacturers and Traders Trust
Co., Wilmington Trust Co., Hewlett-Packard Enterprise Services
LLC and an ad hoc committee of AMR creditors.

The Debtors also ask Judge Lane to overrule the objection filed
last week by the US Airline Pilots Association, saying the union
"lacks standing to object" since it is neither a creditor nor
shareholder of the company.  USAPA, which represents 5,200 pilots
at US Airways, had questioned the feasibility of the Plan, saying
AMR is yet to explain how its business plan could provide
"sufficient cash flows and profitability" to avoid another
bankruptcy filing.

AMR argues that the Plan is feasible as shown by the projections
contained in the disclosure statement and the company's cash
position, which currently exceeds $7 billion.

AMR's official committee of unsecured creditors also expressed
support for confirmation of the plan, saying it contemplates full
recovery for unsecured creditors and potentially more than $1
billion of returns for equity holders.  Such a result is
"unprecedented in large airline bankruptcies," according to the
committee.

Meanwhile, the Salt Lake County Treasurer dropped its objection
to the restructuring plan.  The Treasurer previously asked for
clarification on the treatment and classification of its $83,710
claim against AMR's regional carrier American Airlines Inc.  It
holds a lien on a property owned by the carrier for unpaid
property taxes for tax year 2001.  As of Aug. 15, 2013, the
delinquent taxes total $90,561, according to court filings.

The Debtors are represented by:

     Stephen Karotkin, Esq.
     WEIL GOTSHAL & MANGES LLP
     767 Fifth Avenue
     New York, NY 10153
     Tel: (212) 310-8000
     Fax: (212) 310-8007
     Email: stephen.karotkin@weil.com

The ad hoc committee is represented by:

     Gerard Uzzi, Esq.
     Eric Stodola, Esq.
     MILBANK, TWEED, HADLEY & MCCLOY LLP
     1 Chase Manhattan Plaza
     New York, NY 10005
     Tel: (212) 530-5000
     Fax: (212) 822-5670
     Email: guzzi@milbank.com
            estodola@milbank.com

The Official Committee of Unsecured Creditors is represented by:

     John Wm. Butler, Esq.
     Jay Goffman, Esq.
     SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
     Four Times Square
     New York, NY 10036
     Tel: (212) 735-3000
     Email: jack.butler@skadden.com
            jay.goffman@skadden.com

          - and -

     John Wm. Butler, Jr., Esq.
     Albert Hogan, III, Esq.
     John Lyons, Esq.
     Felicia Gerber Perlman, Esq.
     SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
     155 North Wacker Drive
     Chicago, IL 60606
     Tel: (312) 407-0700
     Email: al.hogan@skadden.com
            john.lyons@skadden.com
            felicia.perlman@skadden.com

The Bank of New York Mellon is represented by:

     Glenn E. Siegel, Esq.
     Janet M. Bollinger, Esq.
     DECHERT LLP
     1095 Avenue of the Americas
     New York, NY 10036
     Tel.: (212) 698-3500
     Fax: (212) 698-3599
     Email: glenn.siegel@dechert.com
            janet.bollinger@dechert.com

Boeing Capital Corp. is represented by:

     Alan D. Smith, Esq.
     PERKINS COIE LLP
     30 Rockefeller Plaza, 22nd floor
     New York, New York 10112
     Tel: (206) 359-8410
     Fax: (206) 359-9410
     Email: ADSmith@perkinscoie.com

Hewlett-Packard Enterprise Services LLC is represented by:

     Michael D. Warner, Esq.
     Ilana Volkov, Esq.
     COLE, SCHOTZ, MEISEL, FORMAN & LEONARD, P.A.
     900 Third Avenue, 16th Floor
     New York, NY 10022-4728
     Tel: (212) 752-8000
     Fax: (212) 752-8393
     Email: mwarner@coleschotz.com

Manufacturers and Traders Trust Co. is represented by:

     Kristin K. Going, Esq.
     Robert K. Malone, Esq.
     Marita S. Erbeck, Esq.
     DRINKER BIDDLE & REATH LLP
     1177 Avenue of the Americas, 41st Floor
     New York, NY 10036-2714
     Tel: (212) 248-3140
     Fax: (212) 248-3141
     Email: Kristin.Going@dbr.com
            Robert.Malone@dbr.com
            Marita.Erbeck@dbr.com

Wilmington Trust Co. is represented by:

     Edward S. Weisfelner, Esq.
     BROWN RUDNICK LLP
     7 Times Square
     New York, NY 10036
     Tel: (212) 209-4800
     Fax: (212) 209-4801
     Email: eweisfelner@brownrudnick.com

          - and -

     Rebecca L. Fordon, Esq.
     BROWN RUDNICK LLP
     One Financial Center
     Boston, MA 02110
     Telephone: (617) 856-8200
     Fax: (617) 856-8201
     Email: rfordon@brownrudnick.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 AIRLINES: USAPA, et al., Object to Plan Confirmation
-------------------------------------------------------------
Multiple parties -- including the U.S. Airline Pilots
Association, Cantor Fitzgerald & Co., and U.S. Bank National
Association -- challenge the Chapter 11 plan of reorganization
proposed by AMR Corp. and its debtor affiliates.

In an objection filed with the U.S. Bankruptcy Court for the
Southern District of New York, USAPA questioned the feasibility
of the restructuring plan, saying AMR is yet to explain how its
business plan could provide "sufficient cash flows and
profitability" to avoid another bankruptcy filing.  The pilots'
union cited the company's failure to come up with a business plan
for its regional carriers including American Eagle Airlines Inc.,
considered one of the core components of its business.  Eagle
provides over 95% of the regional airline capacity flown for
American Airlines Inc., AMR's main subsidiary and one of the
largest airlines in the world.

USAPA, which represents 5,200 pilots at US Airways, also
questioned a provision of the plan that calls for a release of
claims against non-debtors, saying it would protect US Airways
from liability.

The proposed restructuring plan, which is hinged on the $11
billion merger with US Airways, also drew flak from financial
services firm Cantor Fitzgerald, which is suing American Airlines
over lost business and the destruction of its offices in the
World Trade Center.  Cantor Fitzgerald expressed concern over
some aspects of the plan, which, the firm said, could affect the
prosecution of its case against the airline.  The firm said last
year it was seeking between $464 million and $488.8 million in
property damages.

Another objection in bankruptcy court came from U.S. Bank NA,
which asked for clarification on how the so-called make-whole
amount would be paid.  U.S. Bank and AMR have been fighting in
court over whether the company owes its bondholders, who are
represented by the bank, a penalty fee in connection with the
prepayment of more than $1.3 billion in debt.

To recall, Judge Sean Lane ruled in January that the debt could
be repaid without the make-whole.  U.S. Bank appealed that
decision.  The bank, arguing the make-whole is due, relied in
part on the so-called 1110 election AMR made early in the
bankruptcy.  The term, which is derived from Section 1110 of the
Bankruptcy Code, requires an airline to decide within 60 days of
bankruptcy whether to retain aircraft.  If the airline elects to
keep aircraft, it must agree to "perform all obligations" under
the loan documents.

Tax authorities, airport operators and other creditors also filed
their objections to the plan.  The objections mostly asked for
proper treatment of their claims, for assurances that the plan
won't stop them from pursuing their claims or for a delay of the
confirmation of the plan.  The objections are the last round of
obstacles that AMR must overcome before it can merge with US
Airways and exit bankruptcy protection.

Judge Lane has scheduled an August 15 hearing for AMR to gain
approval of the restructuring plan.  Under the merger deal,
equity in the merged company will be split, with 72% to AMR's
shareholders and creditors and 28% to US Airways shareholders.

USAPA is represented by James P. Wehner, Esq., Kevin C. Maclay,
Esq., and Todd E. Phillips, Esq., at CAPLIN & DRYSDALE,
CHARTERED, in Washington, D.C., and Brian J. O'Dwyer, Esq., Gary
Silverman, Esq., and Jason S. Fuiman, Esq., at O'DWYER &
BERNSTIEN, in New York.

Cantor is represented by John P. Stoviak, Esq., and Adam H.
Isenberg, Esq., at Saul Ewing LLP, in Philadelphia, Pennsylvania.

U.S. Bank is represented by Ira H. Goldman, Esq., and Kathleen M.
LaManna, Esq., at SHIPMAN & GOODWIN LLP, in Hartford,
Connecticut; and Michael G. Burke, Esq., and Dennis Kao, Esq., at
SIDLEY AUSTIN LLP, in New York.

Other Plan confirmation objectors are:

* The Los Angeles County Treasurer and Tax Collector, represented
by Timothy T. Brock, Esq., and Abigail Snow, Esq., at SATTERLEE
STEPHENS BURKE & BURKE LLP, in New York; and Barry S. Glaser,
Esq., at STECKBAUER WEINHART, LLP, in Los Angeles, California.

* Aeritas LLC, represented by Lawrence P. Eagel, Esq. --
eagel@bespc.com -- and Justin A. Kuehn, Esq. -- kuehn@bespc.com
-- at BRAGAR EAGEL & SQUIRE, P.C., in New York.

* Allegheny County Airport Authority, represented by Matthew S.
Tamasco, Esq. -- mtamasco@schnader.com -- at SCHNADER HARRISON
SEGAL & LEWIS LLP, in New York; and Eric T. Smith, Esq., and
Richard A. Barkasy, Esq., at SCHNADER HARRISON SEGAL & LEWIS LLP,
in Pittsburgh, Pennsylvania.

* Hargrove Electrical Company, Inc., represented by Mark B.
Conlan, Esq., at GIBBONS P.C., in New York, and Jason R. Kennedy,
Esq., at THOMAS, FELDMAN & WILSHUSEN, L.L.P., in Dallas, Texas,
joins in Allegheny County's objection.

* The City of Fort Worth/AllianceAirport Authority, Inc.,
represented by Joann Sternheimer, Esq. --
jsternheimer@deilylawfirm.com -- and Jonathan D. Deily, Esq. --
jdeily@deilylawfirm.com -- at Deily, Mooney & Glastetter, LLP, in
Albany, New York; and Peter C. Lewis, Esq.  --
peter.lewis@solidcounsel.com -- at Scheef & Stone, L.L.P., in
Dallas, Texas.

* The Tax Appraisal District of Bell County, The County of
Brazos, Texas, The County of Denton, Texas, City of Waco and/or
Waco Independent School District, Midland Central Appraisal
District and Central Appraisal District of Taylor County,
represented by Lee Gordon, Esq., at MCCREARY, VESELKA, BRAGG &
ALLEN, P.C., in Round Rock, Texas.

* The Miami-Dade County Tax Collector, represented by Melinda S.
Thornton, Esq., Assistant County Attorney, Office of the Miami-
Dade County Attorney, in Miami, Florida.

* The Supplement B pilot beneficiaries and the American
Independent Cockpit Alliance, represented by Lee Seham, Esq., and
Stanley J. Silverstone, Esq., at SEHAM, SEHAM, MELTZ & PETERSEN,
LLP, in White Plains, New York.

* Lead Plaintiffs in the action entitled Carolyn Fjord, et al. v.
US AIRWAYS GROUP, INC. and US AIRWAYS, INC., pending in the U.S.
District Court for the Northern District of California, San
Francisco Division, Case No. CV-13-3041, represented by David J
Cook, Esq. -- Cook@squeezebloodfromturnip.com -- at Cook
Collection Attorneys, PLC; Robert Ross Fogg, Esq. --
rrfogg711@roadrunner.com -- at Law Office of Robert Ross Fogg,
Esq., LL.M.; and Joseph M. Alioto, Esq. -- josephalioto@mac.com
-- at The Alioto Law Firm.


AMERICAN AIRLINES: Customers Sue AMR, US Air
--------------------------------------------
Customers of American Airlines Inc. and US Airways Group Inc.
filed a lawsuit against the carriers alleging their $11 billion
merger violates federal antitrust laws.

In a 27-page complaint filed in the U.S. Bankruptcy Court in
Manhattan, the plaintiffs said the merger violates Section 7 of
the Clayton Antitrust Act because it would reduce competition.

"The effect of the announced merger between American and US Air
may be to substantially lessen competition or tend to create a
monopoly in the transportation of airline passengers in the
United States and certain submarkets," the plaintiffs said in the
complaint.

The plaintiffs argued that the merger would lead to fewer
flights, increase in prices and fares, elimination of jobs and
lower quality of service.  They asked the bankruptcy court to
preliminarily enjoin the deal during the pendency of the case,
and permanently enjoin the defendants from consummating the
merger.

Also named in the lawsuit are US Airways Inc. and American
Airlines' parent, AMR Corp.

AMR and US Airways announced the merger in February that would
create the world's largest carrier.  Under the deal, equity in
the combined company will be split, with 72% to AMR's
stakeholders and creditors and 28% to US Airways shareholders.

The effective date of the Chapter 11 reorganization proposed by
American Airlines and AMR are expected to occur simultaneously
with the closing of the merger.  The merger is expected to close
by the end of September 2013.

The case is Carolyn Fjord, Katherine R. Arcell, Keith Dean Bradt,
Judy Bray, Jose M. Brito, Jan Marie Brown, Robert D. Conway, Judy
Crandall, Rosemary D'Augusta, Brenda K. Davis, Pamela Faust, Don
Freeland, Donald V. Fry, Gabriel Garavanian, Harry Garavanian,
Yvonne Jocelyn Gardner, Lee M. Gentry, Valarie Ann Jolly, Gail S.
Kosach, Michael C. Malaney, Len Marazzo, Lisa McCarthy, Patricia
Ann Meeuwsen, L. West Oehmig, Jr., Cynthia Prosterman, Deborah M.
Pulfer, Dana L. Robinson, Robert A. Rosenthal, Bill Rubinsohn,
Sondra K. Russell, Sylvia N. Sparks, June Stansbury, Clyde D.
Stensrud, Wayne Taleff, Gary Talewsky, Annette M. Tippetts, Diana
Lynn Ultican, J. Michael Walker, Pamela S. Ward, Christine O
Whalen vs. AMR Corporation, American Airlines, US Airways Group,
Inc., US Airways, Inc., Adv. Proc. No. 13-01392-shl (Bankr.
S.D.N.Y.).

The plaintiffs are represented by:

     Joseph M. Alioto, Esq.
     Theresa D. Moore, Esq.
     Jamie L. Miller, Esq.
     ALIOTO LAW FIRM
     One Sansome Street, 35th Floor
     San Francisco, CA 94104
     Tel: (415) 434-8900
     Fax: (415) 434-9200
     Email: jmalioto@aliotolaw.com
            jmiller@aliotolaw.com

          - and -

     David J. Cook, Esq.
     COOK COLLECTION ATTORNEYS PLC
     165 Fell Street
     San Francisco, CA 94102
     Tel: (415) 989-4730
     Fax: (415) 989-0491
     Email: Cook@squeezebloodfromtumip.com

          - and -

     Gil D. Messina, Esq.
     Timothy A. C. May, Esq.
     MESSINA LAW FIRM P.C.
     961 Holmdel Road
     Holmdel, NJ 07733
     Tel: (732) 332-9300
     Fax: (732) 332-9301
     Email: gmessina@messinalawfirm.com
            tmay@messinalawflm1.com

          - and -

     John Haslet Boone, Esq.
     LAW OFFICES OF JOHN H. BOONE
     4319 Sequoia Drive
     Oakley, CA 94561
     Tel: (415) 434-8900
     Fax: (415) 434-9200
     Email: deacon38@gmail.com


AMERICAN AIRLINES: USAir FAs to Fight DOJ's Bid vs. Merger
----------------------------------------------------------
The union representing US Airways Flight Attendants came out
swinging on Aug. 14, promising to fight efforts by the U.S.
Department of Justice to block the merger of US Airways and
American Airlines.  The Association of Flight Attendants-CWA, AFL-
CIO (AFA) vowed to defend the merger on behalf of Flight
Attendants.

"The Justice Department seems to forget that American Airlines was
mired in bankruptcy without a viable, stand-alone strategy when US
Airways announced it would purchase, and merge with, American,"
said Roger Holmin, AFA President at US Airways.  "In the name of
encouraging competition, DOJ is engaging in a fantasy that risks
destroying the only merger that has a chance of competing with the
nation's other mega-carriers in order to protect consumers."

US Airways Flight Attendants and other workers helped pull their
airline out of the depths of bankruptcy through hard work and with
life-changing sacrifices forced upon workers through that process.
US Airways became a success story on Wall Street, yet frontline
workers have yet to see a full return on their sacrifice and hard
work.  The merger promises new opportunities for these workers who
have carried the airline industry restructuring on their backs.
The story at American is even more dire for workers who, even as
the industry has recovered, find themselves in the midst of
bankruptcy today with little hope for a viable option for their
airline without the merger approval.  DOJ itself approved earlier
mergers -- United and Continental; Delta and Northwest -- creating
the number one and two airlines.  The US Airways purchase of
American would simply put American on par with these other
airlines, creating real competition in the process and real
opportunities for workers and the communities served by the merged
airline.

"There is simply no justice in this attempt to block the merger.
DOJ has missed the forest for the trees, worrying about the impact
of the merger on individual markets," said Mr. Holmin.  "The
government needs to recognize that real competition at the top of
the airline industry turns on market share, size and scale.
Communities served by the merged airline will gain countless
opportunities for greater service across a massive network of
routes.  Without a strong competitor like the merged US Airways
and American, United and Delta will only expand their market
domination."

US Airways' merger proposal was poised for bankruptcy court
approval in the American Chapter 11 case before DOJ filed suit to
block the transaction.  The merger has been widely hailed by
airline analysts as the only viable option in the battle for
market share to compete with carriers both large and small.

US Airways Flight Attendants worked through two bankruptcies and a
merger with America West in the last decade, helping to rebuild
their airline into an industry leader. The merger would provide
job security and work opportunities for the combined Flight
Attendant workforce.  A recently ratified collective bargaining
agreement at US Airways set the stage for single-contract
negotiations in the wake of the merger with American -- providing
a positive outlook for airline workers for the first time in over
a decade.

"We're not going to stand for a misguided DOJ strategy that
threatens to leave our American and American Eagle colleagues in
limbo, languishing in bankruptcy," Mr. Holmin continued.
"Previously approved mega-mergers treated employees as an
afterthought, or were used to destroy employee representation at
work.  This combination is the first one centered on the key role
of the employees, and AFA won't allow DOJ to deny our members and
their families a positive outlook for the first time in over a
decade.  The twenty-five thousand US Airways and American Flight
Attendants have more than earned the opportunity to share in the
benefits of this merger."

AFA vowed legal action and a massive mobilization campaign in
support of the merger.  "We won't allow this war on workers to
stand.  We will compel our government to right this wrong - law
makers and the White House will know the pain workers have endured
and we will not rest until justice is served. The US
Airways/American merger is right for our country and it is right
for US Airways and American workers," Mr. Holmin concluded.

The Association of Flight Attendants -- http://www.afacwa.org--
is the world's largest Flight Attendant union.  Focused 100
percent on Flight Attendant issues, AFA has been the leader in
advancing the Flight Attendant profession for over 65 years.
Serving as the voice for Flight Attendants in the workplace, in
the aviation industry, in the media and on Capitol Hill, AFA has
transformed the Flight Attendant profession by raising wages,
benefits and working conditions.  Nearly 60,000 Flight Attendants
at 23 airlines come together to form AFA, part of the 700,000-
member strong Communications Workers of America (CWA), AFL-CIO.


AMERICAN AIRLINES: APFA Pushes Back Against DOJ Over Merger Suit
----------------------------------------------------------------
The Association of Professional Flight Attendants, representing
more than 16,000 Flight Attendants at American Airlines, pushed
back hard against the Aug. 13 announcement that the Department of
Justice would file suit to block the merger of American and US
Airways.

"The fact that Attorney General Holder and the Justice Department
have decided to stand in the way of this merger is outrageous and
the height of hypocrisy," said APFA President Laura Glading.
"Their actions are only serving to prop up the duopoly they
created and they're doing it at the expense of consumers, the
industry, and the employees of American and US Airways."

Following major mergers of their own, Delta and United have
emerged as the dominant carriers in the aviation industry and
their vast networks have attracted the high-value business
travelers airlines need in order to be profitable.  Frequent
flyers have left American in droves in favor of carriers with more
routes and destinations.  The American/US Airways merger will give
these travelers a viable third option.

"The reason American is in bankruptcy is because it couldn't
compete in the environment created by the airline mergers of the
past few years, which occurred with DOJ's blessing.  Now the game
is in the third quarter and they want to change the rules,"
Ms. Glading said.  "It's ludicrous."

After decades of uncertainty, including bankruptcies,
liquidations, and job losses, the mergers of Delta/Northwest and
United/Continental helped move the aviation industry towards a
stable and healthy competitive environment.  The American/US
Airways merger is the final piece of the deregulation puzzle that
will provide long-term stability after 30 years of tumult.
Without the merger, consumers and workers should expect more
uncertainty and more failed airlines.

The DOJ suit claims that American can thrive on its own which is
puzzling considering that each and every interested party that has
examined this deal has arrived at the opposite conclusion.  In
reality, the merger has the strong support of airline executives,
investors, and workers because everyone knows that neither carrier
can compete as a standalone. Any recent success American has
enjoyed can be credited to the employees whose wages and benefits
were slashed in bankruptcy and to the consumer confidence the
merger plan has generated.

For Flight Attendants, the merger will provide job security for
thousands of middle class wage earners. The new American is the
light at the end of a long tunnel for APFA members that have lost
billions of dollars during the industry's downturn.

"We're going to continue to fight for this merger and we're
prepared to bring the fight to federal court, the halls of
Congress, and the White House, if necessary," Ms. Glading said.
"Everyone needs this merger -- airline investors, workers, and the
flying public especially."


AMERICAN AIRLINES: Judge Lane Delays Plan Ruling Amid DOJ Suit
--------------------------------------------------------------
Joseph Checkler, writing for Dow Jones Newswires, reports that
U.S. Bankruptcy Judge Sean H. Lane in Manhattan declined to
approve AMR Corp.'s plan to exit bankruptcy through a merger with
US Airways Group Inc., citing the Justice Department's antitrust
lawsuit against the deal.

According to the report, Judge Lane allowed AMR to present its
case for approving the exit plan.  But he ordered lawyers to file
briefs arguing whether he should confirm the proposal in light of
the Justice Department suit.

"I still have lingering doubts whether this approach is the most
efficient and prudent under the circumstances," Judge Lane said at
the outset of a hearing Thursday, according to the report.

Dow Jones says Judge Lane set Aug. 23 for AMR and other parties to
file briefs. The Justice Department has the option to file a
brief.

According to the report, AMR's bankruptcy counsel, Stephen
Karotkin, Esq., at Weil, Gotshal & Manges LLP, said the Justice
Department suit shouldn't prevent Judge Lane from approving the
plan to exit bankruptcy.  The report notes a lawyer for AMR's
official committee of unsecured creditors also urged Judge Lane to
confirm the exit plan.

                       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 GREETINGS: S&P Affirms 'B+' Corporate Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Cleveland, Ohio-based American Greetings Corp.
and removed all ratings from CreditWatch following the completion
of the merger between American Greetings and Century Intermediate
Holding Co. on Aug. 9, 2013.  S&P had initially placed the ratings
on CreditWatch with negative implications on Sept. 27, 2012,
following the company's announcement that it had received a "going
private" offer.  Subsequently, on April 8, 2013, S&P lowered the
corporate credit rating to 'B+' from 'BB+' following the company's
announcement that it would merge with Century Intermediate Holding
Co., and all ratings remained on CreditWatch with negative
implications.  The outlook is stable.

In addition to the affirmation and removal of the ratings from
CreditWatch, S&P revised its recovery rating on the company's
$225 million 7.375% senior unsecured notes due 2021 to '6',
indicating its expectation for negligible (0% to 10%) recovery in
the event of a payment default, from '4' (30% to 50% recovery
expectation).  S&P subsequently lowered its issue-level rating on
this debt to 'B-' from 'B+', in accordance with its notching
criteria.  The revised recovery rating and lower issue-level
rating on these notes will reflect the increase in priority
obligations as a result of this refinancing.

In addition, S&P lowered the preliminary rating on the company's
senior unsecured shelf to 'B-' from 'B+'.

The issue-level rating on American Greetings' $600 million senior
secured credit facilities ($250 million revolving credit facility
due 2018 and $350 million term loan due 2019) is unchanged, at
'BB-'.  The recovery rating on this debt is '2', indicating S&P's
expectation for substantial (70% to 90%) recovery in the event of
a payment default.

S&P has also withdrawn the ratings on American Greetings' existing
$400 million credit facility due 2017, following its redemption
upon the close of the transaction.

The company used net proceeds from the credit facility, along with
$240 million of nonvoting preferred stock committed by Koch AG
Investment LLC, a modest draw on the revolver, and cash on hand,
to purchase the non-family-controlled equity for $19 per share,
refinance the existing senior secured facility, and pay fees and
expenses.  The existing $225 million notes due 2021 remain
outstanding.

Pro forma for the transaction, S&P estimates that the company will
have about $600 million of reported debt outstanding.  Including
S&P's adjustments for operating leases and the preferred shares,
it estimates American Greetings will have approximately
$1.1 billion total adjusted debt outstanding.


AMERICAN ROADS: Seeks to Employ Curtis as Conflicts Counsel
-----------------------------------------------------------
American Roads, LLC, et al., seek authority from the U.S.
Bankruptcy Court for the Southern District of New York to employ
Curtis, Mallet-Prevost, Colt & Mosle LLP, as conflicts counsel to
be paid the following hourly rates:

      Partners                         $740 - $860
      Of Counsel                              $635
      Associates                       $305 - $600
      Legal Assistants                 $190 - $240
      Managing Clerk                          $450
      Other Support Personnel           $55 - $325

The firm will also be reimbursed for any necessary out-of-pocket
expenses.

Neal Belitsky, the Debtors' chief executive officer, assures the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.
The firm, on July 24, 2013, received a retainer in the amount of
$50,000 from the Debtors.

A hearing on the employment application will be held on Aug. 21,
2013, at 10:00 a.m. (prevailing Eastern Time).

                     About American Roads

American Roads LLC, aka Alinda Roads LLC, which operates highways
including the mile-long Detroit Windsor Tunnel linking the U.S.
with Canada, sought bankruptcy court protection (Bankr. S.D.N.Y.
Case No. 13-12412) in the Southern District of New York on
July 25, 2013, citing $830 million in debt related to swaps and
bonds.  The case is assigned to Judge Burton R. Lifland.

Sean A. O'Neal, Esq., and Louis A. Lipner, Esq., at CLEARY
GOTTLIEB STEEN & HAMILTON, LLP, represents the Debtors.  Greenhill
& Co., LLC, and Protiviti, Inc., serve as the Debtors' financial
advisor.


AMERICAN ROADS: Taps Greenhill as Financial Advisor
---------------------------------------------------
American Roads, LLC, et al., seek authority from the U.S.
Bankruptcy Court for the Southern District of New York to employ
Greenhill & Co., LLC, as financial advisor to, among other things,
review and analyze the Debtors' business, operations and financial
projections; evaluate the Debtors' debt capacity and alternative
capital structures; and assist in the determination of a range of
values for the Debtors on a going concern basis.

The firm will be paid a $150,000 monthly financial advisory fee
and a $2.250 million restructuring transaction fee if, during the
term of the firm's engagement or within the 12 full months
following the termination of the engagement, a restructuring is
consummated.  The firm will also be reimbursed for any necessary
out-of-pocket expenses, provided that the aggregate amount of
reimbursements will not exceed $35,000.

The firm assures the Court that it is a "disinterested person" as
the term is defined in Section 101(14) of the Bankruptcy Code and
does not represent any interest adverse to the Debtors and their
estates.  Prior to the Petition Date, Greenhill received $300,000
in fees and $5,028 in expenses from the Debtors for prepetition
services rendered and expenses incurred in advising the Debtors in
connection with its engagement.  As of the Petition Date,
Greenhill was not owed any amounts by the Debtors in respect of
services provided by Greenhill prior to the Petition Date.

A hearing on the employment application will be held on Aug. 21,
2013, at 10:00 a.m. (prevailing Eastern Time).

                     About American Roads

American Roads LLC, aka Alinda Roads LLC, which operates highways
including the mile-long Detroit Windsor Tunnel linking the U.S.
with Canada, sought bankruptcy court protection (Bankr. S.D.N.Y.
Case No. 13-12412) in the Southern District of New York on
July 25, 2013, citing $830 million in debt related to swaps and
bonds.  The case is assigned to Judge Burton R. Lifland.

Sean A. O'Neal, Esq., and Louis A. Lipner, Esq., at CLEARY
GOTTLIEB STEEN & HAMILTON, LLP, represents the Debtors.  Greenhill
& Co., LLC, and Protiviti, Inc., serve as the Debtors' financial
advisor.


AMERICAN ROADS: Seeks to Hire Protiviti Inc. as Financial Advisor
-----------------------------------------------------------------
American Roads, LLC, et al., seek authority from the U.S.
Bankruptcy Court for the Southern District of New York to employ
Protiviti Inc. as financial advisor to, among other things,
perform various accounting, administrative, and compliance tasks
associated with the Chapter 11 process; and assist counsel and
provide support and testimony, if needed, for any motions,
recovery actions or litigation during the pendency of the case.

The initial hourly rates for the professionals at Protiviti who
are expected to have primary responsibility for the representation
of the Debtors are as follows:

      Managing Director                          $580 - $620
      Associate Directors and Directors          $410 - $510
      Managers and Senior Managers               $280 - $400
      Consultants and Senior Consultants         $170 - $260

The Debtors and Protiviti agreed that Protiviti will not exceed
$200,000 in fees over the course of its engagement without the
Debtors' prior written consent.

The Debtors also agreed to reimburse Protiviti for any necessary
out-of-pocket expenses provided that the aggregate amount of the
reimbursement does not exceed $15,000.

The firm assures the Court that it is a "disinterested person" as
the term is defined in Section 101(14) of the Bankruptcy Code and
does not represent any interest adverse to the Debtors and their
estates.

On June 11, 2013, Protiviti received an advance payment retainer
in the amount of $50,000 from the Debtors for services to be
performed in connection with the Chapter 11 Cases and for the
reimbursement of reasonable and necessary expenses incurred in
connection therewith.  Protiviti estimates that it drew
approximately $1,500 of the retainer immediately before the
Petition Date.  Since Protiviti's engagement, the Debtors have
paid the firm approximately $191,137 in fees and approximately
$22,214 in disbursements in aggregate.

A hearing on the employment application will be held on Aug. 21,
2013, at 10:00 a.m. (prevailing Eastern Time).

                     About American Roads

American Roads LLC, aka Alinda Roads LLC, which operates highways
including the mile-long Detroit Windsor Tunnel linking the U.S.
with Canada, sought bankruptcy court protection (Bankr. S.D.N.Y.
Case No. 13-12412) in the Southern District of New York on
July 25, 2013, citing $830 million in debt related to swaps and
bonds.  The case is assigned to Judge Burton R. Lifland.

Sean A. O'Neal, Esq., and Louis A. Lipner, Esq., at CLEARY
GOTTLIEB STEEN & HAMILTON, LLP, represents the Debtors.  Greenhill
& Co., LLC, and Protiviti, Inc., serve as the Debtors' financial
advisor.


AMERICAN TOWER: S&P Assigns BB+ Rating to $800MM-$1BB Senior Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' issue level
rating and '3' recovery rating to American Tower Corp.'s proposed
issuance of $800 million to $1 billion senior unsecured notes.  At
the same time, S&P placed the rating on CreditWatch, with positive
implications.

S&P understands management will use proceeds to repay borrowings
under the company's revolving credit facility.

S&P placed all the company's ratings, including its 'BB+'
corporate credit rating on CreditWatch, with positive
implications, on Aug. 6, 2013, as part of S&P's review of the
wireless tower sector.  S&P expects to resolve the CreditWatch
placement before the end of August and believe any upgrade in
American's ratings would be limited to one notch.

RATING LIST

Current Ratings
American Tower Corp.
Corporate credit rating                       BB+/Watch Pos
  Senior unsecured                             BB+/Watch Pos
   Recovery rating                             3

New Rating
  $800 mil to $1 bil senior unsecured notes    BB+/Watch Pos
   Recovery rating                             3


ANCHOR BANCORP: Targets Aug. 27 Hearing on Prepack Plan
-------------------------------------------------------
Anchor BanCorp Wisconsin Inc., asks the Court to schedule a
combined hearing to consider confirmation of its prepackaged
Chapter 11 plan and approval of the adequacy of the explanatory
disclosure statement on August 27 or as soon as practicable.

The Debtor proposes an Aug. 21 deadline for objections to
confirmation and an Aug. 23 deadline to reply to those objections.

The plan contemplates a $175 million investment in the holding
company by new investors and the exchange of existing preferred
stock for 60 million of new common stock, and the cancellation of
existing common stock.

The U.S. Treasury, which obtained preferred interests in the
Debtor for funds provided to the bank under the Troubled Asset
Relief Program (TARP), will receive 3.3 percent of the reorganized
holding company's new common stock in exchange for the preferred
stock.  New investors are receiving 96.7 percent of the new common
stock in return for the $175 million equity contribution.  Secured
bank lenders owed $183 million will receive $49 million cash under
the Chapter 11 plan.  General unsecured creditors will have 100%
recovery.  Holders of existing interests in the Debtor won't
receive anything on account of those interests.

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

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

A copy of the balloting results is available for free at:

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

               About Anchor BanCorp Wisconsin Inc.

Madison, Wisconsin-based Anchor BanCorp Wisconsin Inc. is a
registered savings and loan holding company incorporated under the
laws of the State of Wisconsin.  The Company is engaged in the
savings and loan business through its wholly owned banking
subsidiary, AnchorBank, fsb.

Anchor BanCorp Wisconsin Inc., a bank holding company, filed a
prepackaged Chapter 11 petition (Bankr. W.D. Wisc. Case No.
13-14003) on Aug. 12 in the hometown of Madison, Wisconsin,
because one of three secured bank lenders wouldn't go along with
an out-of-court recapitalization.

Anchor BanCorp Wisconsin on Aug. 13, 2013, disclosed that it has
entered into definitive stock purchase agreements with a number of
institutional and other private investors as part of a $175
million recapitalization of the institution.

The Debtor disclosed $2.37 billion in total assets and $2.43
billion in total liabilities as of March 31, 2013.

The Debtor has tapped Kerkman Dunn Sweet DeMarb as general
bankruptcy counsel and Skadden, Arps, Slate, Meagher & Flom LLP as
special counsel.


ANCHOR BANCORP: Wants Schedules Filing, Sec. 341 Meeting Waived
---------------------------------------------------------------
Anchor BanCorp Wisconsin Inc., asks the Bankruptcy Court to (i)
extend its deadline to file schedules of assets and liabilities
and statement of financial affairs to 14 days after the current
deadline and (ii) extend the time for the U.S. Trustee to convene
a meeting of creditors under 11 U.S.C. Sec. 341(a), and waive
those requirements upon confirmation of its prepackaged plan of
reorganization.  The Debtor is also seeking a waiver of the
requirement to submit monthly operating reports.

The Debtor explains that the waiver is appropriate given that this
is a prepackaged case.  The Debtor has already negotiated the plan
and solicited votes from those constituencies impaired under, and
entitled to vote on, the plan.

                  About Anchor BanCorp Wisconsin

Madison, Wisconsin-based Anchor BanCorp Wisconsin Inc. is a
registered savings and loan holding company incorporated under the
laws of the State of Wisconsin.  The Company is engaged in the
savings and loan business through its wholly owned banking
subsidiary, AnchorBank, fsb.

Anchor BanCorp Wisconsin Inc., a bank holding company, filed a
prepackaged Chapter 11 petition (Bankr. W.D. Wisc. Case No.
13-14003) on Aug. 12, 2013, in its hometown in Madison, Wisconsin,
because one of three secured bank lenders wouldn't go along with
an out-of-court recapitalization.

Anchor BanCorp Wisconsin on Aug. 13 disclosed that it has entered
into definitive stock purchase agreements with a number of
institutional and other private investors as part of a $175
million recapitalization of the institution.

The Debtor disclosed $2.37 billion in total assets and $2.43
billion in total liabilities as of March 31, 2013.

The Debtor has tapped Kerkman Dunn Sweet DeMarb as general
bankruptcy counsel and Skadden, Arps, Slate, Meagher & Flom LLP as
special counsel.


ANCHOR BANCORP: Posts Net Loss of $8.9 Mil. in Qtr. Ended June 30
-----------------------------------------------------------------
Anchor BanCorp Wisconsin Inc. on Aug. 14 reported a net loss
available to common equity of $8.9 million, or $0.42 per common
share, for the three months ended June 30, 2013.  This compares to
a net loss available to common equity of $17.5 million, or $0.82
per common share and $3.4 million, or $0.16 per common share, for
the three months ended March 31, 2013 and June 30, 2012,
respectively.

Recapitalization and Chapter 11 Reorganization

As previously announced, on August 12, 2013, the Holding Company
has entered into definitive stock purchase agreements with
institutional and other private investors as part of a $175
million recapitalization of the institution.  At the same time, in
order to facilitate the recapitalization, the Holding Company
announced that it has filed a voluntary petition under Chapter 11
of the United States Bankruptcy Code in the United States
Bankruptcy Court for the Western District of Wisconsin to
implement a "pre-packaged" plan of reorganization to restructure
the Holding Company and recapitalize its wholly-owned subsidiary,
AnchorBank, fsb ("AnchorBank" or the "Bank").

The Reorganization filing includes only Anchor BanCorp, the
holding company for the Bank, allowing the Bank to remain outside
of bankruptcy and to continue normal operations.  Operations at
the Bank will continue as usual throughout the reorganization
process.  "It is important for our customers, employees and the
community to know that AnchorBank, which operates separately from
the Holding Company, is not a part of the Chapter 11 process."
said Chris Bauer, AnchorBank President & CEO.  "It will be
business as usual at the Bank.  Our customers will continue to
work with the same employees, our leadership team remains in
place, committed to AnchorBank and its success, and all customer
deposits remain safe and insured to the fullest extent possible by
the FDIC."

Pursuant to the plan of reorganization, the Holding Company will
discharge its senior secured credit facility with approximately
$183 million in outstanding obligations for a cash payment of $49
million.  In addition, the Holding Company's TARP preferred
securities with an aggregate liquidation preference and deferred
dividends of approximately $139 million will be cancelled in
exchange for new common equity.  The shares of common stock of the
Holding Company currently outstanding will be cancelled for no
consideration pursuant to the plan of reorganization.

Consummation of the foregoing reorganization and recapitalization
is subject to certain conditions, including bankruptcy court
approval of the plan of reorganization, receipt of all required
regulatory approvals and closing of the capital raise, including
satisfaction of the conditions contained in the subscription
agreements for the new common equity.  Subject to the foregoing
conditions, the reorganization process is expected to be completed
within 45-90 days.

Mr. Bauer continued: "This is an important and necessary step in
the transformation and turnaround of the institution.  Upon
completion of this transaction, AnchorBank will have capital in
excess of levels required by our regulators.  This will position
the Bank for a return to profitability and growth."

Financial Highlights

-- The Bank remains adequately capitalized for the twelfth
consecutive quarter.

-- Tier 1 leverage and total risk-based capital ratios of 4.57
percent and 9.21 percent increased 4 and 19 basis points,
respectively, during the quarter and increased one and 23 basis
points, respectively, over the past twelve months.

-- Total assets declined less than one percent during the quarter
by $23.1 million to $2.34 billion at June 30, 2013.

-- Non-performing loans decreased 10.0 percent to $107.0 million
at June 30, 2013 from $118.8 million at March 31, 2013 and 43.4
percent from $189.0 million at June 30, 2012.

-- Net charge-offs decreased by $403,000 in the current quarter to
$4.2 million from $4.6 million in the quarter ending March 31,
2013.

-- Gross return on mortgage banking totaled $4.1 million in the
current quarter, a decrease of $1.2 million, or 22.2 percent, from
$5.3 million in the preceding quarter; and was $67,000 lower than
the $4.2 million reported in the same period a year ago.

-- Cost of funds declined one basis point to 1.34 percent in the
quarter ending June 30, 2013 compared to 1.35 percent in the
preceding quarter, and declined 22 basis points compared to 1.56
percent in the year ago quarter as the Bank continued to carefully
manage deposit pricing.

Bank Capital Ratios

The Bank's tier 1 leverage and total risk-based capital ratios
were 4.57 percent and 9.21 percent at June 30, 2013, increasing by
4 and 19 basis points, respectively, compared to March 31, 2013.
Adjusted total assets and risk-weighted assets of $2.34 billion
and $1.35 billion, respectively, at June 30, 2013 decreased 1.2
percent and 2.6 percent, respectively, during the quarter
benefitting the capital ratios.  Lower adjusted and risk-weighted
asset totals reflect a $43.3 million decrease in net loans held
for investment during the period primarily due to payments,
charge-offs and transfers to other real estate owned (OREO)
outpacing loan originations.

Financial Results

Financial results for the quarter ended June 30, 2013, include:

-- Net interest margin declined to 2.38 percent for the three
months ended June 30, 2013, from 2.56 percent for the same period
in the previous year.  Interest income decreased $5.8 million or
21.5 percent for the three months ended June 30, 2013, as compared
to the same period in the prior year.  These changes were
primarily due to a decline in average balances in the loan
portfolio as principal repayments again outpaced new loan
origination activity.  Interest expense decreased $2.8 million or
26.7 percent for the quarter, as compared to the first quarter in
the prior year, due to a reduction in certificates of deposit
average balances and lower borrowed funds balances.  The cost of
deposits declined from 0.64 percent to 0.30 percent when compared
to the same quarter in the prior year quarter.

-- The provision for credit losses increased $3.1 million to
$275,000 for the three months ended June 30, 2013 compared to a
recovery of $2.8 million in the same period in the previous year.
Continued declines in non-performing loan balances resulted in the
small provision for credit losses recorded in the current year
quarter.

-- Non-interest income totaled $8.9 million for the quarter ended
June 30, 2013, down $4.6 million compared to the same period in
the previous year.  The decrease was primarily due to lower gains
on the sale of residential mortgage loans and lower gains on the
sale of other real estate owned.

-- Total non-interest expense decreased by $5.3 million to $27.4
million from $32.6 million in the same period in 2012.  The
favorable variance was the result of lower OREO expenses as a
result of a decrease in the valuation allowance on repossessed
property.  Also contributing to the favorable variance was a
mortgage servicing rights recovery of $1.3 million recorded during
the quarter compared to an impairment of $1.3 million in the prior
year quarter.

Credit Quality

Certain key credit related metrics continue to trend favorably
with loans 30 to 89 days past due falling again this quarter to
$20.4 million as of June 30, 2013 from $24.4 million at March 31,
2013 and $39.8 million at June 30, 2012.  Non-performing loans of
$107.0 million at June 30, 2013 were lower than the preceding
quarter and the year ago quarter, decreasing $11.8 million and
$82.0 million, respectively.  The impact of these trends
contributed to the lower provision for credit losses in the
current quarter.  Despite the decrease in provision for credit
losses in the current quarter compared to the prior quarter, the
allowance for loan loss at 70.93 percent of non-performing loans
at June 30, 2013 rose compared to 67.19 percent at March 31, 2013.
Other real estate owned, net of valuation allowance, also
decreased during the quarter to $68.2 million, falling $16.1
million during the quarter and $15.7 million from a year ago.

Mortgage Banking

Gross returns on residential mortgage banking totaled $4.1 million
for the quarter ending June 30, 2013, compared to $5.3 million in
the preceding quarter and was flat compared to the year ago
quarter.  Lower returns in the quarter ending June 30, 2013
compared to the prior quarter were due to a decrease in gain on
sale of mortgages and a smaller originated mortgage servicing
rights (OMSR) impairment/recovery recorded over the prior period,
reflecting narrowing margins on the sale of production into the
secondary market.  OMSR impairment/recovery quarterly results are
highly sensitive to changes in mortgage market interest rates as
the current quarter reflects a 65 basis point increase in the 10-
year Treasury rate.  Loan servicing results also reflect the
impact of rising interest rates as OMSR amortization expense
decreased compared to the year ago period.  Residential mortgage
origination volume increased slightly to $173.1 million in the
current quarter compared to $169.3 million in the preceding
quarter but declined significantly from $258.5 million in the year
ago quarter as the uptick in interest rates has served to dampen
industry-wide customer demand for this product.

               About Anchor BanCorp Wisconsin Inc.

Madison, Wisconsin-based Anchor BanCorp Wisconsin Inc. is a
registered savings and loan holding company incorporated under the
laws of the State of Wisconsin.  The Company is engaged in the
savings and loan business through its wholly owned banking
subsidiary, AnchorBank, fsb.

Anchor BanCorp and its wholly-owned subsidiaries, AnchorBank FSB,
each consented to the issuance of an Order to Cease and Desist by
the Office of Thrift Supervision.  The Corporation and the Bank
continue to diligently work with their financial and professional
advisors in seeking qualified sources of outside capital, and in
achieving compliance with the requirements of the Orders.

Anchor Bancorp reported a net loss available to common equity of
$48.14 million for the year ended March 31, 2013, a net loss
available to common equity of $50.42 million and a net loss
available to common equity of $54.52 million for the year ended
March 31, 2011.  The Company's balance sheet at March 31, 2013,
showed $2.36 billion in total assets, $2.42 billion in total
liabilities, and a $59.86 million total stockholders' deficit.

McGladrey LLP, in Madison, Wisconsin, issued a "going concern"
qualification on the consolidated financial statements for the
year ended March 31, 2013.  The independent auditors noted that
at March 31, 2013, all of the subsidiary bank's regulatory capital
amounts and ratios are below the capital levels required by the
cease and desist order.  The subsidiary bank has also suffered
recurring losses from operations.  Failure to meet the capital
requirements exposes the Corporation to regulatory sanctions that
may include restrictions on operations and growth, mandatory asset
dispositions, and seizure of the subsidiary bank.  In addition,
the Corporation's outstanding balance under the Amended and
Restated Credit Agreement is currently in default.  These matters
raise substantial doubt about the ability of the Corporation to
continue as a going concern.


ASHTON GROVE: Files Bare-Bones Chapter 11 Petition
--------------------------------------------------
Ashton Grove, L.C., filed a bare-bones Chapter 11 petition (Bankr.
W.D. Tex. Case No. 13-70104) in Midland, Texas, on Aug. 12.
Sabrina L. Streusand, Esq., at Streusand Landon & Ozburn, LLP, in
Austin, serves as counsel.  The Debtor estimated at least $10
million in assets and less than $10 million in liabilities.


ATLANTIC COAST: Board Chairman Linfante Quits
---------------------------------------------
Atlantic Coast Financial Corporation informed the Nasdaq Stock
Market that Director John Linfante, its audit committee financial
expert, had resigned.  As a result, the Company will not be in
compliance with Nasdaq Rule 5605(c)(2)(A) regarding the
composition of the Audit Committee, subject to Nasdaq's allowed
cure period.  The Company believes that Director Nominee Kevin G.
Champagne, if elected at the Company's annual meeting on Aug. 16,
2013, and subject to the receipt of non-objection by the Federal
Reserve Bank of Atlanta to his service on the Board, will qualify
as an Audit Committee Financial Expert and will serve on the Audit
Committee of the Company.

Mr. Linfante resigned his position as Chairman and Director of the
Company and Director of Atlantic Coast Bank effective Aug. 14,
2013.

                        About Atlantic Coast

Jacksonville, Florida-based Atlantic Coast Financial Corporation
is the holding company for Atlantic Coast Bank, a federally
chartered and insured stock savings bank.  It is a community-
oriented financial institution serving northeastern Florida and
southeastern Georgia markets through 12 locations, with a focus on
the Jacksonville metropolitan area.

The Company reported a net loss of $6.66 million on $33.50 million
of total interest and dividend income for the year ended Dec. 31,
2012, as compared with a net loss of $10.28 million on $38.28
million of total interest and dividend income in 2011.  At
June 30, 2013, the Company had $747.85 million in total assets,
$710.98 million in total liabilities and $36.87 million in
stockholders' equity.

McGladrey LLP, in Jacksonville, Florida, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that the
Company has suffered recurring losses from operations that have
adversely impacted capital at Atlantic Coast Bank.  The failure to
comply with the regulatory consent order may result in Atlantic
Coast Bank being deemed undercapitalized for purposes of the
consent order and additional corrective actions being imposed that
could adversely impact the Company's operations.  This raises
substantial doubt about the Company's ability to continue as a
going concern.


AXESSTEL INC: Posts $2.5MM Net Loss in Q2; In Forbearance Talks
---------------------------------------------------------------
Axesstel reported results for its second quarter ended June 30,
2013.

Axesstel reported revenues for the second quarter of 2013 of $1.2
million and net loss of $2.5 million, or a loss of $0.10 per
diluted share.  This compares to revenues of $15.5 million and net
income of $896,000, or earnings of $0.03 per diluted share, for
the same period in the prior year.

Clark Hickock, CEO of Axesstel, stated, "The second quarter of
2013 was a 'perfect storm' for Axesstel, with several issues
hitting us all at the same time.  We experienced a drop in sales
of our traditional products, a delay in the launch of our new
product lines, and slow collection of receivables that impacted
our cash and working capital position.  While we did not
anticipate the timing or concurrence of these events, they are
each known risks inherent to our business, and we are aggressively
managing our way through them.  At the same time, and despite the
launch delays, our new Home Alert products have generated
opportunities that will be very significant if we can convert them
to firm orders."

"In Europe, our two largest gateway customers did not place any
significant orders during the second quarter.  One of these
customers ordered their first half requirements in the first
quarter and we expect follow-on orders from this customer in the
third quarter.  We expect full year orders from this customer to
be comparable to last year.  The other principal customer for our
gateway products experienced slower than expected sell through of
our gateway products during the first half of 2013 and continues
to work through accumulated inventory.  Although we anticipate
additional orders once it corrects its inventory levels, the
yearly volume for this customer will fall significantly below our
original expectations for 2013."

"In North America, we are transitioning our wireline replacement
terminal product line to next generation products.  We have
developed the next generation version of our base terminal with
improved performance and a lower price point and are working to
establish market share for this product with carriers in North
America.  In addition, we are nearing completion of a wireline
replacement terminal that incorporates some of the functions of
our Home Alert product line.  We are working with Sprint and other
customers on this device.  We expected orders for these products
to commence in the second quarter, but testing and launch have
progressed slower than we originally anticipated, and we now
expect orders to commence in the second half of 2013."

"Finally, the rollout of our new Home Alert product line has
progressed slower than originally anticipated.  We have
experienced some of the normal issues associated with the
transition to a new product category.  A minor warranty issue in
the first quarter delayed the product launch in Africa.  We
corrected that issue in the second quarter.  Those units are now
being moved into the channel and are expected to launch during the
third quarter, which should result in follow-on orders from those
customers in Africa later in the second half of 2013.  We are also
continuing to demonstrate our Home Alert products to carriers in
North America, Europe, and Latin America and are receiving
significant interest.  Testing and product launch have progressed
slower than anticipated, but interest in the product line remains
high, and we expect orders to come in later in the third quarter
or fourth quarter of the year.  Due to the elongated sales cycles
with Tier 1 carriers in North America, we are pursuing an
additional path to bring our new Home Alert product line directly
to retail outlets through various mobile virtual network
operators.  This strategy allows for a more streamlined
certification process, thereby quickening time to market."

"We are not going to minimize the significance of our first half
operating results.  The net loss has had a significant impact on
our working capital position.  Nonetheless, we continue to have
confidence in our long term strategic direction.  We expect orders
for our gateway and Home Alert products to build in the third
quarter.  We continue to receive high customer interest in our
Home Alert products and are pursuing significant opportunities for
this new product line which, if successful, could result in a
strong fourth quarter.  We continue to believe our new Home Alert
product line, along with our new gateway and advanced terminal
products, position the company well for growth in late 2013 and
beyond," Mr. Hickock concluded.

Financial Results

Revenues for the second quarter of 2013 were $1.2 million,
compared to $15.5 million in the second quarter of 2012.  Gross
margin was $335,000, or 28 percent of revenue, for the second
quarter compared to gross margin of $3.6 million, or 23 percent of
revenue, in the same period last year.  Second quarter 2013
operating expenses were $2.9 million compared to $2.3 million in
the second quarter of 2012.  Net loss for the quarter was $2.5
million, or a loss of $0.10 per diluted share, compared to second
quarter 2012 net income of $896,000, or earnings of $0.03 per
diluted share.

For the six months ended June 30, 2013, the company reported
revenue of $11.3 million and gross margin of 29 percent, compared
to $27.6 million and 25 percent, respectively, for the first half
of 2012.  Net loss for the first half of 2013 was $2.4 million, or
a loss of $0.10 per diluted share, compared to a net income of
$1.4 million, or earnings of $0.05 per diluted share, in the first
half of 2012.

At June 30, 2013, cash and cash equivalents were $76,000, compared
to $1.9 million at December 31, 2012.  Working capital was a
deficit of $4.8 million at June 30, 2013.

Pat Gray, chief financial officer, commented, "The reduction in
cash is due in part to slow collection of accounts receivable.  We
started the quarter with $21.9 million of accounts receivable.  We
finished the quarter with an account receivable balance of $15.2
million, of which, $12.2 million was past due.  We collected $7.7
million of accounts receivable during the quarter and an
additional $3.0 million to date in the third quarter. We expect to
collect the remaining receivables in the second half of 2013."

The company has traditionally funded its operating requirements
through cash flows from operations and bank financings.  Axesstel
ended the second quarter of 2013 with $6.0 million in bank
financings, including $2.1 million under the company's account
receivable financing facility, and $3.9 million under two term
loans with commercial banks in the United States and China.  The
recent net loss caused an event of default under the Company's
$2.25 million term loan facility, and the company is working with
the bank on a forbearance arrangement and restructured repayment
arrangement.  Consequently, the company has reclassified the long
term portion of the term loan to a short term liability at June
30, 2013.

                       About Axesstel, Inc.

Headquartered in San Diego, California, Axesstel (otcqb:AXST) --
http://www.axesstel.com-- is a provider of wireless voice,
broadband access and connected home solutions for the worldwide
telecommunications market.  Axesstel's best in class product
portfolio includes phones, wireline replacement terminals,
security alert systems, and 3G and 4G broadband gateway devices.
These products are used for voice calling, high-speed data access,
and connected home management services.  The company has supplied
millions of devices to leading telecommunications operators and
distributors in over 50 countries worldwide.


BELLE FOODS: Court Sets Sept. 24 Auction for Stores
---------------------------------------------------
Andy Nelson, writing for Produce Retailer, reports that Belle
Foods has received permission by Judge Jack Caddell to auction off
its stories Sept. 24 beginning at 9 a.m. at the Birmingham, Ala.,
law office of Burr & Forman LLP.  The Court will hold a hearing to
approve the sale on Sept. 27.

The report notes that in a July 5 filing, Belle Foods asked the
Court for permission to try to sell 13 of its 57 stores.  The
court granted that request and, based on the level of interest in
those stores, Belle Foods said in a July 24 filing it wanted to
try to sell the other 44 stores.

                         About Belle Foods

Privately held Belle Foods LLC operates 57 stores in Florida,
Georgia, Alabama and Mississippi under the banners of Belle Foods,
Piggly Wiggly and Food World.  Belle Foods bought the 57 stores
from Southern Family Markets LLC in 2012, and put the business
into Chapter 11 reorganization by filing a voluntary petition
(Bankr. N.D. Ala. Case No. 13-81963) on July 1, 2013, in Decatur,
Alabama.

The chain is owned by a father and son who purchased the operation
with a $4 million secured term loan and $24 million revolving
credit from the seller.

The petition shows assets and debt both for more than $10 million.
C&S Wholesale Grocers Inc. is owed about $6 million on secured and
unsecured debt.  Belle Foods owes another $8 million to trade
suppliers, according to a court filing.

D. Christopher Carson, Esq., Brent W. Dorner, Esq., and Marc P.
Solomon, Esq., at Burr & Forman, LLP, represent the Debtor as
counsel.

An 11-member official committee of unsecured creditors has been
appointed in the case.


BENTLEY PREMIER: Seeks to Use Lenders' Cash Collateral
------------------------------------------------------
Bentley Premier Builders, LLC, is asking the Bankruptcy Court for
approval to use cash collateral in accordance with a monthly
budget.

The Debtor needs the ability to use the cash collateral to operate
and manage the business after the Petition Date and until the time
of confirmation.

The Debtor believes that the value of collateral pledged to the
lenders exceeds the debt and, in any event, the Debtor has
unencumbered property of at least 12 lots and proceeds from
construction projects in which the Debtor is building homes.

The Debtor generates some of its revenue to operate and pay its
bills from selling the Trust collateral and Starside collateral
and leasing two homes.  The Debtor has requested use of that
portion of the Cash Collateral generated from lot sales in
accordance with the release provisions of the pre-petition loan
documents, but the lenders have refused to release any of the
proceeds even though the lenders are owned by one of the Debtor's
principals.  The Debtor has funds from non-encumbered sources, but
anticipates needing some of the cash collateral to operate during
the pendency of the case.

                       Road to Bankruptcy

While several events precipitated the commencement of the
Bankruptcy Case, the Debtor was surprised when one of its owners
unilaterally formed a separate limited liability company to
purchase a note and deed of trust expected to be renewed by
Sovereign Bank and accelerated a loan by his Trust which did not
mature until January 1, 2015.  The Phillip M. Pourchot Revocable
Trust and Starside, LLC both 100% owned and controlled by one of
the Debtor's owners, posted the Trust Collateral and Starside
Collateral for foreclosure on August 6, 2013 and the Debtor was
unable to obtain a hearing in state court or an agreement to
postpone the foreclosures.

The Debtor is a party to a promissory note in the original
principal amount of $12,000,000 with an effective date of Jan. 11,
2008 in favor of The Phillip M. Pourchot Revocable Trust. There
were additional advances of $12 million.  In addition, the Debtor
is party to promissory note in the amount of $7,250,000 in favor
of Sovereign Bank.  Starside, LLC is the current holder of the
note.

The Trust and Starside are both represented by:

          Laura Worsham, Esq.
          JONES, ALLEN & FUQUAY, LLP
          8828 Greenville Avenue
          Dallas, TX 75243
          Tel: 214-343-7400
          Fax: 214-343-7455

                     About Bentley Premier

Bentley Premier Builders, LLC, is a Texas limited liability
company in the business of real estate development and building
custom houses.  It filed a Chapter 11 petition (Bankr. E.D. Tex.
Case No. 13-41940) on Aug. 6, 2013 in Sherman, Texas.  Gerald P.
Urbach, Esq., at Hiersche, Hayward, Drakeley & Urbach, P.C., in
Addison, Texas, serves as counsel.  The Debtor estimated assets
and debts of $10 million to $50 million.


BENTLEY PREMIER: Sec. 341(a) Creditors' Meeting on Sept. 6
----------------------------------------------------------
There's a meeting of creditors of Bentley Premier Builders, LLC,
on Sept. 6, 2013, at 1:30 p.m. at Southfork Hotel, in Sherman,
Texas.

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

Creditors other than governmental units are required to submit
proofs of claims are due Dec. 5, 2013.  Governmental units are
required to submit claims by Feb. 3, 2014.


BENTLEY PREMIER: Wants Schedules Deadline Extended to Sept. 3
-------------------------------------------------------------
Bentley Premier Builders, LLC, is seeking an extension of the
deadline to file schedules of assets and liabilities, and
statement of financial affairs.

The Phillip M. Pourchot Revocable Trust, a 50% member of the
Debtor, filed papers in Court saying it does not object to the
requested extension.  However, it strongly disputes it has
interfered in any way with this proceeding or with Sandy Golgart,
the managing member of the Debtor, as alleged, and further
disputes that such is a valid reason for the requested extension.
Although POURCHOT has received multiple telephone calls from
disgruntled homeowners regarding the status of their construction,
POURCHOT has referred each of those homeowners to the Debtor's
proposed counsel.

In requesting an extension until Sept. 3, 2013, of the deadline to
file the schedules, the Debtor said it is taking longer than
expected to gather the necessary information for the Debtor's
schedules, statement of financial affairs and other required
documents in large part due that Ms. Golgart is the main person
left running the Debtor as the chief foreman of the Debtor, Mark
Powell, resigned on August 6, 2013 prior to the bankruptcy filing.
As a result, Ms. Golgart has been faced with running the Debtor
with minimal assistance. In fact, Bentley has faced interference
from creditors and the other member of the Debtor.  The Debtor
said that it may file a motion to show cause.

Pourchot is represented by:

         Laura L. Worsham, Esq.
         JONES, ALLEN &FUQUAY, L.L.P.
         8828 Greenville Avenue
         Dallas, TX 75243
         Telephone: (214) 343-7400
         Facsimile: (214) 343-7455

Bentley Premier Builders, LLC, is a Texas limited liability
company in the business of real estate development and building
custom houses.  It filed a Chapter 11 petition (Bankr. E.D. Tex.
Case No. 13-41940) on Aug. 6, 2013, in Sherman, Texas.  Gerald P.
Urbach, Esq., at Hiersche, Hayward, Drakeley & Urbach, P.C., in
Addison, Texas, serves as counsel.  The Debtor estimated assets
and debts of $10 million to $50 million.


BRESNAN BROADBAND: Moody's Withdraws Ratings After Debt Repayment
-----------------------------------------------------------------
Moody's Investors Service has withdrawn all ratings of Bresnan
Broadband Holdings LLC following the repayment of all rated debt.

The following ratings and outlook were withdrawn:

Bresnan Broadband Holdings, LLC

Corporate Family Rating, previously B1

Probability of Default Rating, previously B1 -- PD

$250 million Senior Unsecured Notes due 2018, previously B3, LGD5,
89%

$75 million Senior Secured Revolver due 2015, previously Ba3,
LGD3, 37%

$765 million Senior Secured Term Loan due 2017, previously Ba3,
LGD3, 37%

Outlook, previously Stable

Ratings Rationale:

On July 1, 2013, Charter Communications Inc. (Charter, Ba3 Stable)
completed its acquisition of Bresnan and its subsidiaries from
Cablevision Systems Corporation (Ba2 Negative) for $1.625 billion
in cash. Charter redeemed Bresnan's $250 million senior unsecured
notes due 2019 and also repaid the outstanding balance under
Bresnan's senior secured credit facility. All ratings of Bresnan
have been withdrawn since the company has no rated debt
outstanding.

Bresnan Broadband Holdings, LLC and its subsidiaries own and
operate cable television systems serving customers in Colorado,
Wyoming, Montana and Utah. As of March 31, 2013, Bresnan had
approximately 303,000 video subscribers, 300,000 high speed data
subscribers, and 170,000 phone subscribers, and its last twelve
months revenue was approximately $515 million.


CAPITOL BANCORP: Denies River Branch's Employment Request
---------------------------------------------------------
For the reasons set forth on the record at a hearing held on
August 6, 2013, Judge Marci B. McIvor of the U.S. Bankruptcy Court
for the Eastern District of Michigan, Southern Division - Detroit,
denied the motion of River Branch Capital, LLC, for entry of an
order authorizing its employment as investment banker to Capital
Bancorp LTD. and Financial Commerce Corporation, effective as of
the petition date.

The Debtors' application to employ River Branch as financial
advisor is deemed withdrawn for lack of prosecution.

As previously reported by The Troubled Company Reporter, River
Branch said that as part of the necessary expenses of filing
the Chapter 11 cases, it prepared a valuation and liquidation
analysis for the plan of reorganization filed on the Petition
Date.  The agreed fee was $100,000.

The Debtors filed a nunc pro tunc application to employ River
Branch as investment banker.  The application described in detail
the agreed $100,000 fee.  River Branch said it was led to believe
that court approval would be sought, and has performed additional
valuable services for the estate in reliance thereon.  For
example, River Branch employees have traveled extensively with the
Debtors' management team to find institutional investors
interested in acquiring common and preferred shares pursuant to
the Debtors' recapitalization plan.  In connection with its
marketing effort, River Branch has incurred postpetition out-of-
pocket expenses totaling $24,942.

River Branch, however, learned that the Debtors never advanced the
application on the Court's calendar, and thus, River Branch has
filed its own motion.  The firm asks the Court to approve the
application and order payment of $124,942.  In the alternative,
the firm asks the Court to order payment of $124,942, because its
services were necessary to preserve these estates.

River Branch is represented by:

         SHELDON S. TOLL PLLC
         Sheldon S. Toll, Esq.
         3000 Town Center, Suite 1700
         Southfiled, MI 48075
         Tel: (248) 351-5480
         E-mail: lawtoll@comcast.net

                     About Capitol Bancorp

Capitol Bancorp Ltd. and Financial Commerce Corporation filed
voluntary Chapter 11 bankruptcy petitions (Bankr. E.D. Mich. Case
Nos. 12-58409 and 12-58406) on Aug. 9, 2012.

Capitol Bancorp -- http://www.capitolbancorp.com/-- is a
community banking company with a network of individual banks and
bank operations in 10 states and total consolidated assets of
roughly $2.0 billion as of June 30, 2012.  CBC owns roughly 97% of
FCC, with a number of CBC affiliates owning the remainder.  FCC,
in turn, is the holding company for five of the banks in CBC's
network.  CBC is registered as a bank holding company under the
Bank Holding Company Act of 1956, as amended, 12 U.S.C. Sec. 1841,
et seq., and trades on the OTCQB under the symbol "CBCR."

Lawyers at Honigman Miller Schwartz and Cohn LLP represent the
Debtors as counsel.  John A. Simon, Esq., at Foley & Lardner LLP,
represents the Official Committee of Unsecured Creditors as
counsel.

In its petition, Capitol Bancorp scheduled $112,634,112 in total
assets and $195,644,527 in total liabilities.  The petitions were
signed by Cristin K. Reid, corporate president.

The Company's balance sheet at Sept. 30, 2012, showed
$1.749 billion in total assets, $1.891 billion in total
liabilities, and a stockholders' deficit of $141.8 million.

Prepetition, the Debtor arranged a reorganization plan that was
accepted by the requisite majorities of creditors and equity
holders in all classes.  Problems arose when affiliates of
Valstone Partners LLC declined to proceed with a tentative
agreement to fund the reorganization by paying $50 million for
common and preferred stock while buying $207 million in face
amount of defaulted commercial and residential mortgages.


CARDERO RESOURCE: NYSE-MKT Accepts Listing Compliance Plan
----------------------------------------------------------
Cardero Resource Corp. on Aug. 14 disclosed that pursuant to the
deficiency letter received from the NYSE-MKT LLC on June 25, 2013,
the Company received notice from the NYSE MKT Staff indicating
that the Company is below certain of the Exchange's continued
listing standards due to its financial condition becoming so
impaired that it appears questionable, in the opinion of the
Exchange, as to whether the Company will be able to continue
operations and/or meet its obligations as they mature, as set
forth in Section 1003(a)(iv) of the NYSE-MKT Company Guide.  The
Company was afforded the opportunity to submit a plan of
compliance to the Exchange and on July 12, 2013 presented its plan
to the Exchange.  On August 9, 2013 the Exchange notified the
Company that it accepted the Company's plan of compliance and
granted the Company an extension until November 29, 2013 to regain
compliance with the continued listing standards.  The Company will
be subject to periodic review by Exchange Staff during the
extension period.  Failure to make progress consistent with the
plan or to regain compliance with the continued listing standards
by the end of the extension period could result in the Company
being delisted from the NYSE MKT LLC.

"I am delighted that we will continue to be listed on the NYSE-MKT
Exchange as we move the Company towards compliance," stated Henk
van Alphen, Cardero's President and CEO. "Our listing in the
United States is important to the Company.  Commodity markets are
cyclical and have been very depressed this year however,
metallurgical coal prices are beginning to show signs of recovery
on the spot market.  We want Cardero's U.S. shareholders to
participate as we provide shareholder value going forward."

                   About Cardero Resource Corp.

Headquartered in Vancouver, Canada, Cardero Resource Corp. --
http://www.cardero.com-- is an exploration-stage company.  The
Company holds, or has rights to acquire, interests in mineral
properties in Argentina, Mexico, Peru, the United States, Ghana
and Canada.  The Company is in the process of evaluating, such
properties through exploration programs or, in some cases,
mineralogical and metallurgical studies and materials processing
tests.  On June 1, 2011, the Company completed the acquisition of
Coalhunter Mining Corporation (Coalhunter).  On September 14,
2011, Coalhunter changed its name to Cardero Coal Ltd. Coalhunter
has entered into various agreements to explore and, if warranted,
develop, certain coal deposits in the Peace River Coal Field
located in the northeast region of British Columbia.


CASH STORE: Unveils Changes to Board of Directors
-------------------------------------------------
The Cash Store Financial Services Inc. on Aug. 14 announced
several changes to the Company's Board of Directors.

Mr. Albert Mondor and Mr. Robert Gibson have retired from the
Board, effective immediately.  "We thank Al and Bob for their
valuable contribution to the Company over the last several years
and wish them the best in their future endeavours," said Eugene I.
Davis, Chairman of the Board of Directors.

Mr. Davis also welcomed three new directors to the Cash Store
Financial Board.

Timothy J. Bernlohr Mr. Timothy J. Bernlohr is the Managing
Director of TJB Management Consulting, LLC, a firm specializing in
project-specific consulting services to businesses in
transformation, including strategic planning, restructuring and
interim executive management.  He is the former President and
Chief Executive Officer of RBX Industries, Inc. Prior to joining
RBX in 1997, Mr. Bernlohr spent 16 years with the International
and Industry Products division of Armstrong World Industries,
where he served in a variety of management positions.
Mr. Bernlohr, age 54, serves as Chairman of the Board of Directors
of Champion Home Builders, Inc. and The Manischewitz Co. and is a
director of Atlas Air Worldwide Holdings, Chemtura Corp. CHMT
+0.98% and Rock-Tenn Company.  Mr. Bernlohr is a graduate of Penn
State University.

Thomas L. Fairfield Mr. Thomas L. Fairfield is Executive Vice
President, Chief Operating Officer, Counsel and a director of
Capmark Financial Group Inc.  Capmark is an international
financial services company focused on the commercial real estate
industry.  Prior to joining Capmark in 2006, Mr. Fairfield, age
55, practiced corporate and securities law for more than 20 years.
He holds a Juris Doctor degree from Georgetown University Law
Center and a B.S.F.S. from Georgetown University.  He is admitted
to the bar of the states of Connecticut, Pennsylvania, New York
and the District of Columbia, and is a member of the American Bar
Association and the National Association of Stock Plan
Professionals.

Donald C. Campion Mr. Donald Campion is a senior executive with
broad corporate experience with strategic acquisitions,
divestitures, integration activities and international operations.
Mr. Campion, age 64, currently serves as a director of Haynes
International, Inc., where he serves as the Chair of the Audit
Committee, and is an independent director and Chair of the Audit
Committee for three privately held companies.  Mr. Campion had
been a senior-level financial executive with a number of public
and private companies.  He spent 27 years with General Motors
Corporation where he held various positions including CFO of
several operating divisions, and he was the CFO of four privately
held companies.  Mr. Campion holds an MBA and a B.S. in Applied
Mathematics from the University of Michigan.

"We are delighted to welcome these three experienced business
leaders to the Board and look forward to their contributions,"
Mr. Davis said.

                    About Cash Store Financial

Headquartered in Edmonton, Alberta, The Cash Store Financial is
the only lender and broker of short-term advances and provider of
other financial services in Canada that is listed on the Toronto
Stock Exchange (TSX: CSF).  Cash Store Financial also trades on
the New York Stock Exchange (NYSE: CSFS).  Cash Store Financial
operates 512 branches across Canada under the banners "Cash Store
Financial" and "Instaloans".  Cash Store Financial also operates
25 branches in the United Kingdom.

Cash Store Financial is a Canadian corporation that is not
affiliated with Cottonwood Financial Ltd. or the outlets
Cottonwood Financial Ltd. operates in the United States under the
name "Cash Store".  Cash Store Financial does not do business
under the name "Cash Store" in the United States and does not own
or provide any consumer lending services in the United States.

Cash Store Financial employs approximately 1,900 associates.

                          *     *     *

As reported in the Feb. 8, 2013 edition of the TCR, Standard &
Poor's Ratings Services lowered its issuer credit rating on Cash
Store Financial (CSF) to 'CCC+' from 'B-'.  The outlook is
negative.

"The downgrades follow a proposal by the payday loan registrar in
Ontario to revoke CSF's payday lending licenses and CSF's
announcement that it has discontinued its payday loan product in
the region," said Standard & Poor's credit analyst Igor Koyfman.
The company's businesses in Ontario, which account for
approximately one-third of its store count, will begin offering a
new line of credit product to its customers.  S&P believes this is
to offset the loss of its payday lending product; however, this is
a relatively new product, and S&P believes that it will be
challenging for the company to replace its lost earnings from the
payday loan product.  S&P also believes that the registrar's
proposal could lead to similar actions in other territories," the
Company said.

As reported by the TCR on May 22, 2013, Moody's Investors Service
downgraded the Corporate Family Rating and senior unsecured debt
rating of Cash Store Financial Services to Caa1 from B3 and
assigned a negative outlook.  According to Moody's, CSFS remains
unprofitable on both the pretax and net income lines and prospects
for return to profitability are unclear.


CBS I: Disclosure Statement Hearing Set for Sept. 25
----------------------------------------------------
The hearing to consider the first amended disclosure statement
proposed by CBS I, LLC, has been rescheduled to Sept. 25, 2013, at
9:30 a.m.

As reported in the Troubled Company Reporter on Jan. 9, 2013,
under the Plan dated Nov. 14, 2012, the classification and
treatment of claims under the CBS I Plan are:

     A. Administrative claims and priority tax claims will be paid
        in full in cash on or prior to the Effective Date.

     B. Holders of allowed secured claims of U.S. Bank will
        receive a refinanced secured loan, which will modify the
        U.S. Bank loan to allow Debtor to obtain secondary
        financing on the property of up to $750,000 in the future
        in order to repair, remodel, and make capital improvements
        to the Property.

     C. The holders of U.S. Bank's allowed general unsecured
        deficiency claims will receive payment of 5% of their
        allowed deficiency claim without interest or $99,885.
        This amount will be paid in 60 equal monthly
        payments in the amount of $1,664.75 to begin on the first
        of the month immediately following the Effective Date of
        the Plan.

     D. Holders of other general unsecured claims will receive
        payment of 100% of their claims to be paid in six months
        after entry of the confirmation order with simple interest
        at a rate of 3%.

     E. Insiders who hold unsecured claims will receive no
        payments.

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

          http://bankrupt.com/misc/CBS_I_ds_2amended.pdf

                           About CBS I, LLC

CBS I, LLC, filed for Chapter 11 protection (Bankr. D. Nev. Case
No. 12-16833) on June 7, 2012.  The Company is a limited liability
company whose sole asset consists of 71,546 square feet of gross
rentable building area on a site containing approximately 206,474
net square feet or 4.74 acres, located at 10100 West Charleston
Boulevard, in Las Vegas, Nevada.  The Debtor is owned by Jeff Susa
(25%), Breslin Family Trust (25%), M&J Corrigan Family Trust (25%)
and S&L Corrigan Family Trust (25%).

The Debtor scheduled assets of $19,356,448 and liabilities of
$19,422,805.  Judge Mike K. Nakagawa presides over the case.  Jeff
Susa signed the petition as manager.

The bankruptcy filing came after U.S. Bank, trustee for holders of
the $16.4 million mortgage, initiated foreclosure proceedings and
filed a lawsuit May 24, 2012, in Clark County District Court
asking that a receiver be appointed to take control of the
Summerlin building in Howard Hughes Plaza at 10100 West Charleston
Blvd., just west of Hualapai Way.

Dimitri P. Dalacas, Esq., at Flangas McMillan Law Group, in Las
Vegas, represents the Debtor as special counsel.

Under the Plan filed in the Debtor's case, holders of other
general unsecured claims will receive payment of 100% of their
claims to be paid in six months after entry of the confirmation
order with simple interest at a rate of 3%.


CENTURY PLAZA: Obtains Confirmation of Bankruptcy Plan
------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Indiana, on
July 24, 2013, ruled that Century Plaza LLC's Chapter 11 Plan
satisfied all confirmation requirements under the Bankruptcy Code.

The Plan provides for distributions to the holders of Allowed
Claims from funds realized by the Debtor from the continued
operation of the Debtor's business by the Debtor as well as from
existing cash deposits and cash resources of the Debtor.

As reported by The Troubled Company Reporter on May 6, 2013, the
Plan provides that on the Effective Date, the Debtor will remit to
its mortgage lender, Inland Century Plaza, LLC, all of its Cash on
the Effective Date, less (a) the amount of the Debtor's allowed
and unpaid administrative claims in an amount not to exceed
$200,000 and Class 3 Unsecured Claims in the amount of $84,143.78;
(b) an amount equal to $100,000 which will serve as working
capital ("Working Capital Reserve") cushion by the Debtor; and (c)
the amount of unpaid real estate taxes due and owing on the
Shopping Center which will be paid to the County Treasurer.

                        About Century Plaza

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


CHA CHA ENTERPRISES: Can Use Cash Collateral of Wells Fargo
-----------------------------------------------------------
Judge Arthur S. Weissbrodt entered an interim order allowing Cha
Cha Enterprises, LLC, to use cash collateral of the estate
pursuant to a prepared budget and granting replacement liens as
adequate protection to secured creditor Wells Fargo Bank, N.A.

The Bank is also entitled to an administrative expense claim with
superpriority status to the extent the Bank is not adequately
protected with respect to the Debtor's use of Cash Collateral.

A final hearing on the cash collateral motion will be held on Aug.
21, 2013.

Paul J. Pascuzzi, Esq., of Felderstein, Fitzgerald, Willoughboy &
Pascuzzi LLP appeared on behalf of the Debtor at the cash
collateral hearing.

Robert B. Kaplan, Esq. -- RKaplan@JMBM.com -- and Nicolas De
Lancie, Esq. -- NDeLancie@JMBM.com -- of Jeffer Mangels Butler &
Mitchell LLP, appeared on behalf of Wells Fargo Bank at the
hearing.

                      About Cha Cha Enterprises

Cha Cha Enterprises, LLC, filed a Chapter 11 petition (Bankr. N.D.
Cal. Case No. 13-53894) on July 22, 2013.  The Debtor estimated at
least $10 million in assets and liabilities.


CHEYENNE HOTELS: Files Third Amended Reorganization Plan
--------------------------------------------------------
Cheyenne Hotel Investments, LLC, filed with the U.S. Bankruptcy
Court for the District of Colorado a Third Amended Plan of
Reorganization dated August 5, 2013, a full-text copy of which is
available for free at:

      http://bankrupt.com/misc/CHEYENNEHOTEL_3rdAmdPlan.PDF

The Third Amended Plan makes clear that one of the condition to
the occurrence of the effective date of the Plan is for the Debtor
or the Reorganized Debtor, as the case may be, to pay Wells Fargo
all unpaid non-default interest having accrued through and
including the Effective Date under the Wells Fargo Loan Documents
and Wells Fargo's costs.

The provision on the sale of the Hotel Premises subject to the
terms of the Wells Fargo Loan Documents has been omitted in the
third amended version of the Plan.

As previously reported by The Troubled Company Reporter, the Plan
contemplates the continuation of the Debtor's business after the
confirmation date.  Wells Fargo will retain its liens on and
security interests in the property of the Debtor.

The Plan designates claims and interests in the Debtor -- Class 1A
Secured Tax Claims, Class 1B Priority Claims, Class 2 Wells Fargo
Secured Claim, Class 3A Small Unsecured Claims, Class 3B General
Unsecured claims and Class 4 Equity Interests.

  * Class 1A Claims will be paid in full within three years of the
    Petition Date.

  * Class 1B Claims will be paid in its allowed amount on the Plan
    Effective Date.

  * Class 2 Claim will be deemed an allowed secured claim for the
    full amount asserted in the Wells Fargo proof of claim. The
    Debtor will also pay interest on the claim.  Maturity date of
    the Wells Fargo Notes will be extended to five years after the
    Effective Date.

  * Class 3A Claims will receive a single payment equal to the
    lesser of $800, or 80% of the Allowed Claim.

  * Class 3B Claims will be paid in six equal installments.

  * Class 4 Interests will be retained after the Effective Date.

                    About Cheyenne Hotels LLC

Cheyenne Hotels LLC, which owns and operates the Hampton Inn &
Suites in Colorado Springs, Colorado, filed for Chapter 11
bankruptcy (Bankr. D. Colo. Case No. 11-37518) on Nov. 25, 2011.
Judge A. Bruce Campbell presides over the case, taking over from
Judge Michael E. Romero.  Thomas F. Quinn, Esq. at Thomas F. Quinn
PC, serves as the Debtor's counsel.

Cheyenne Hotels estimated $10 million to $50 million in both
assets and debts.  The petition was signed by Tanveer Khan,
manager.

Affiliate Cheyenne Hotel Investments LLC filed for Chapter 11
bankruptcy protection (Bankr. D. Colo. Case No. 11-25379) on
June 28, 2011, disclosing assets of $12,912,702 and liabilities of
$8,074,325 as of the Petition Date.  Thomas F. Quinn, Esq., also
represents the Debtor as counsel.

No committee of creditors or equity security holders has been
appointed in the Debtors' case.


COCOPAH NURSERIES: Harkin Road Objects Anew to Security Agreement
-----------------------------------------------------------------
Harkins Road Building Limited Partnership -- under a revised
objection to the Security Agreement related to the Chapter 11 Plan
of Cocopah Nurseries of Arizona, Inc., et al. -- asserts that the
language proposed by the Debtors and Rabobank to be inserted in
the Security Agreement is not acceptable.

Harkins Road's initial objection that the language used in the
Security Agreement prejudices its rights as landlord was overruled
at a June 28, 2013 hearing.  The Bankruptcy Court nevertheless
ordered Rabobank to include language in the Security Agreement
that make clear that -- Rabobank has no rights in the Harkins
lease and that nothing in the Agreement affects the Debtors'
relationship with Harkins.

But Harkins Roads contends anew that Rabobank included a
generalized language as to rights under the Lease.

Cody J. Jess, Esq., and Scott R. Goldberg, Esq., of Schian Walker,
P.L.C., serve as attorneys to Harkins Road.

To Harkins' assertions, the Debtors and Rabobank filed a joint
reply insisting that their proposed language is consistent with
the Court's direction.  The Debtors and Rabobank make clear that
the Security Agreement does not grant Rabobank a security interest
in the Debtors' leasehold interest nor does it grant Rabobank a
security interest in the Debtors' right under the Lease.

                     About Cocopah Nurseries

Cocopah Nurseries of Arizona, Inc., and three affiliates sought
Chapter 11 protection (Bankr. D. Ariz. Lead Case No. 12-15292) on
July 9, 2012.  The affiliates are Wm. D. Young & Sons, Inc.;
Cocopah Nurseries, Inc.; and William Dale Young & Sons Trucking
and Nursery.

Cocopah Nurseries is a Young-family owned agricultural enterprise
with operations in Arizona and California.  The core business
involves the cultivation of palm trees and other trees used for
landscaping purposes, as well as the associated farming of citrus,
dates, and other crops.  The Debtors presently own more than
250,000 palm trees in various stages of the tree-growth cycle.
Cocopah has 250 full-time salaried employees, and taps an
additional 50 to 250 contract laborers depending on the season.
Revenue in 2010 was $23 million, down from $57 million in 2006.

Judge Eileen W. Hollowell presides over the case.  The Debtors'
counsel are Craig D. Hansen, Esq., and Bradley A. Cosman, Esq., at
Squire Sanders (US) LLP.

The petitions were signed by Darl E. Young, authorized
representative.

Attorneys for Rabobank, N.A., are Robbin L. Itkin, Esq., and Emily
C. Ma, Esq., at Steptoe & Johnson LLP, and S. Cary Forrester,
Esq., at Forrester & Worth, PLLC.

Non-debtor affiliate Jewel Date Company, Inc., is represented by
Michael W. Carmel, Ltd., as counsel.

The Debtors' First Amended Joint Chapter 11 Plan of Reorganization
filed Feb. 7, 2013, reflects implementation of the Transition
Agreement, approved Jan. 29, 2013.  The Transition Agreement
generally provides for the sale of substantial portions of the
Debtors' assets for the benefit of the Secured Lenders.


COGENT COMMS: Moody's Rates $175MM Sr. Notes B2; Lifts CFR to B3
----------------------------------------------------------------
Moody's Investors Service upgraded Cogent Communications Group,
Inc.'s corporate family rating to B3 from Caa1 and the company's
probability of default rating to B3-PD from Caa1-PD because it
believes that the company will be able to sustain its strong
performance and generate a level of earnings above Moody's earlier
expectations. This higher level of earnings will result in
leverage ratios (Debt to EBITDA) well below its previous
estimates. While Moody's believes that competitive challenges will
remain intense (many of its competitors are significantly larger
than Cogent and offer a much broader product set) the company has
demonstrated the success of its value proposition to an increasing
number of customers and it expects revenue growth to remain above
10% annually for the next few years. Moody's has also rated the
company's proposed $65 million add-on of Senior Secured Notes B2.

The company expects to use the proceeds for general corporate
purposes, to buy back its convertible debt if the holders exercise
their put and/or to repurchase common stock or convertible senior
notes or pay recurring or special dividends to its stockholders.
The ratings assigned to the senior secured notes reflect Moody's
belief that the percentage of secured debt in the capital
structure will increase over time when the company's $92 million
convertible senior notes become puttable on June 15, 2014. Moody's
also upgraded the company's speculative grade liquidity ("SGL")
rating to SGL-1 from SGL-2, indicating a very good liquidity
position, largely on the basis of $300 million of cash pro-forma
for this transaction. The outlook is stable.

Moody's believes that Cogent has the assets and skill sets
necessary to further expand on their successes. The company's
strong performance (Moody's expects double digit revenue growth to
be accompanied by very modest margin expansion) and its relatively
large cash balances will result in the company significantly
increasing the amount of cash it returns to its shareholders. The
company has announced its plans to supplement its regular dividend
with the return of an additional $10 million per quarter (in the
form of a special dividend or share repurchases) to its
shareholders. While cash balances will shrink steadily Moody's
expects the company to maintain at least $60 million of cash at
all times as it believes that is the minimum required to run the
business.

Moody's has taken the following rating actions:

Issuer: Cogent Communications Group, Inc.

Corporate Family Rating - B3, from Caa1

Probability of Default Rating -- B3-PD from Caa1-PD

$175 Million Senior Secured Notes due 2018 - B2 (LGD3-40%) from B2
(LGD2-24%)

New $65 Million Add-on of Senior Secured Notes due 2018 - Assigned
B2 (LGD3-40%)

Speculative Grade Liquidity -- SGL-1, from SGL-2

Outlook: Stable, maintained

Ratings Rationale:

Cogent's B3 CFR is supported by expanding margins and broad base
of recurring revenues which have grown even after a downward trend
of service pricing. Additionally, the company's low cost structure
and targeted niche sales approach, although possibly limiting
Cogent's addressable market, make it a strong competitor to
companies which have higher legacy cost structures. The rating is
restrained by the company's high leverage, limited free cash flow
constrained by an aggressive shareholder dividend policy, small
scale and the highly competitive environment in which it operates
as well as the fairly high capital intensity of its business
model.

The stable outlook is based on Moody's views while the company's
earnings and cash flows will grow, shareholder returns will
increase in tandem. Moody's expects the company will maintain
sufficient liquidity and debt levels will remain relatively
constant. The company's low cost structure and niche sales
approach, in conjunction with its aggressive dividend policy, will
prevent the company from generating positive free cash flow for
the near future.

Upward rating pressure could build if the company demonstrates the
ability to sustain free cash flow in excess of 5% of total debt
and maintain adjusted leverage at or below 4x, which would likely
result from better than expected operating performance.

Downward rating pressure could develop if adjusted leverage trends
towards 5.5x-6.0x, which may result from top line weakness due to
an acceleration in price decline or higher customer churn. Also,
any deterioration in liquidity could have negative ratings
implications, especially without a revolving credit facility as a
stopgap.

The principal methodology used in this rating was the Global
Communications Infrastructure Rating 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.


COGENT COMMUNICATIONS: S&P Retains 'B+' Rating After Notes Upsize
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on
Washington, D.C.-based Internet service provider Cogent
Communications Group Inc.'s senior secured notes due 2018,
including the 'B+' issue-level rating and '3' recovery rating,
remain unchanged following the company's $65 million upsize to its
existing senior secured notes.  The proposal will increase the
size of the company's senior secured notes to $240 million from
$175 million.  Proceeds from the upsized notes will go toward cash
balances.

S&P's 'B+' corporate credit rating on Cogent and stable outlook
remain unchanged, and reflect its "aggressive" financial risk
profile and "weak" business risk profile.  Pro forma for the
transaction, S&P expects its measure of adjusted leverage to
temporarily rise to the low-5x area, which includes the present
value of operating leases.  Under S&P's base-case forecast, it
expects the company to generate double-digit EBITDA growth over
the next year, which would reduce leverage to the high-4x area by
mid-2014.

RATINGS LIST

Cogent Communications Group Inc.
Corporate Credit Rating                 B+/Stable/--
Senior Secured Notes due 2018           B+
   Recovery Rating                       3


COMANCHE RANCH 1208: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Lead Debtor: Comanche Ranch 1208, LLC
             19312 S. Tuthill Rd.
             Buckeye, AZ 85326

Bankruptcy Case No.: 13-43688

Chapter 11 Petition Date: August 7, 2013

Court: United States Bankruptcy Court
       Northern District of Texas (Ft. Worth)

Judge: D. Michael Lynn

Debtor's Counsel: Joshua N. Eppich, Esq.
                  Hunter Brandon Jones, Esq.
                  SHANNON, GRACEY, RATLIFF & MILLER, LLP
                  1301 McKinney, Suite 2900
                  Houston, TX 77010
                  Tel: (713) 255-4700
                  Fax: (713) 655-1597
                  E-mail: jeppich@shannongracey.com
                          bjones@shannongracey.com

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

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

Affiliates that simultaneously filed separate Chapter 11
petitions:

   Debtor                              Case No.
   ------                              --------
Comanche Ranch 855, LLC                13-43689
  Assets: $1,000,001 to $10,000,000
  Debts: $1,000,001 to $10,000,000

The petitions were signed by Robert Lueck, manager.

A. Comanche Ranch 1208, LLC did not file a list of its largest
unsecured creditors together with its petition.

B. Comanche Ranch 855, LLC's did not file a list of its largest
unsecured creditors together with its petition.


COMMUNITY HOME FINC'L: Files 2nd Addendum to Plan Outline
---------------------------------------------------------
Community Home Financial Services, Inc., filed a second addendum
to the Disclosure Statement explaining its Plan of Reorganization.
The Addendum are the Debtor's two-year projections.

Counsel to the Debtor, Derek A. Henderson, Esq. --
derek@derekhendersonlaw.com -- relates that the worksheets are
based on sound assumptions including the fact that the Debtor will
go forward as a going concern.  The Home Improvement loan
portfolios are calculated with formulas to allow for obtaining new
home improvement loans while allowing for the declining
amortization of the current Home Improvement loan portfolios, he
discloses.  The Joint Venture incomes are based upon a 25% share
of three (3) of the pools and 50% of four (4) of the pools, he
adds.

The projections do not include the additional funds the Debtor
should recover from the "Debt X" transactions being litigated in
pending adversary proceedings.

Edwards Family Partnership, LP and Beher Holdings Trust previously
filed objections to the Disclosure Statement based on the
projections.

Jonathan Bisette, Esq., and Roy Liddell, Esq., of Wells, Marble &
Hurst, PLLC, also represent the Debtor.

                      About Community Home

Community Home Financial Services, Inc., filed a Chapter 11
petition (Bankr. S.D. Miss. Case No. 12-01703) on May 23, 2012.
Community Home Financial is a specialty finance company located in
Jackson, Mississippi, providing contractors with financing for
their customers.  CHFS operates from one central location
providing financing through its dealer network throughout 25
states, Alabama, Delaware, and Tennessee.  The Debtor scheduled
$44,890,581 in total assets and $30,270,271 in total liabilities.
Judge Edward Ellington presides over the case.


COMMUNITY HOME FINC'L: Can Hire R. Cunningham as Accountant
----------------------------------------------------
Community Home Financial Services, Inc., sought and obtained
bankruptcy court authority to retain Robert A. Cunningham as
accountant in its pending Chapter 11 case.

                      About Community Home

Community Home Financial Services, Inc., filed a Chapter 11
petition (Bankr. S.D. Miss. Case No. 12-01703) on May 23, 2012.
Community Home Financial is a specialty finance company located in
Jackson, Mississippi, providing contractors with financing for
their customers.  CHFS operates from one central location
providing financing through its dealer network throughout 25
states, Alabama, Delaware, and Tennessee.  The Debtor scheduled
$44,890,581 in total assets and $30,270,271 in total liabilities.
Judge Edward Ellington presides over the case.


COSTA DORADA: 2nd Disclosure Statement to be Heard on Sept. 9
-------------------------------------------------------------
A Puerto Rico bankruptcy court has set a Sept. 9, 2013 hearing to
consider the adequacy of the Second Disclosure Statement filed
Costa Dorada Apartments Corp., dba Villas De Costa Dorada,
explaining its proposed Plan of Reorganization.

The Plan divides creditors into six classes -- Class 1
Administrative Expenses, Class 2 Secured Creditors, Class 3
Secured Creditor Banco Popular de PR, Class 4 General Unsecured
Creditors, Class 5 Time Sharing (Vacation Club) Agreements, and
Class 6 Equity Interests.

The Second Disclosure Statement reveals that Banco Popular
transferred its $3.68 million unsecured claim to PRLP 2011 Holding
LLC in October 2011.

The Second Disclosure Statement further clarifies that general
unsecured creditors will be paid upon the sale of 20 apartments
pertaining to the estate.  The Debtor will sell these apartments,
and after payment in full of the secured claim due to Scotiabank,
the administrative expenses and allowed secured government claims
pursuant to 11 U.S.C. Sec. 506, will use any remaining proceeds,
to pay the creditors under Class 4 at pro-rata.  The dividend to
be paid to Class 4 will be in the amount of $700,000.

These sales are expected to be completed by the Debtor within 12
months from confirmation date or no later than the effective date
of the plan.  Disbursement of the sales proceeds of property will
be governed by the following provisions:

  * First, all selling and administrative expenses will be paid in
    full from the gross proceeds.

  * Second, payment in full of the secured Class 2 of Scotiabank.

  * Third, allowed secured government claims pursuant and
    unsecured priority claims, as allowed by the Court, will be
    paid in full from the gross proceeds.

Only upon full payment of all allowed claims with superior rank
will general unsecured claimants be paid on a pro-rata basis.

A full-text copy of the Second Disclosure Statement dated July 15,
2013 is available for free at:

         http://bankrupt.com/misc/COSTADORADA_2ndDSJul15.PDF

                  About Costa Dorada Apartments

Costa Dorada Apartments Corp., dba Villas De Costa Dorada, in
Isabela, Puerto Rico, filed for Chapter 11 bankruptcy (Bankr.
D.P.R. Case No. 11-03960) on May 10, 2011.  The Debtor disclosed
$10.7 million in assets and $8.6 million in liabilities as of the
Chapter 11 filing.  The Hon. Enrique S. Lamoutte Inclan, presides
over the case.  The petition was signed by Carlos R. Fernandez
Rodriguez, its president.  Wigberto Lugo Mender, Esq., at Lugo
Mender & Co., in Guaynabo, Puerto Rico, represents the Debtor as
counsel.


CRAWFORDSVILLE LLC: Wants Plan Filing Period Extended to Dec. 2
---------------------------------------------------------------
Crawfordsville, LLC, filed a second motion seeking an extension of
its exclusive plan filing period through Dec. 2, 2013.

Jeffrey D. Goetz, Esq., of Bradshaw Fowler, Proctor & Fairgrave,
PC, serves as attorney to the Debtor.

                     About Crawfordsville LLC

Crawfordsville, LLC, and three affiliates sought Chapter 11
protection (Bankr. S.D. Iowa Lead Case No. 12-03748) in Council
Bluffs, Iowa, on Dec. 7, 2012.  Donald F. Neiman, Esq., at
Bradshaw, Fowler, Proctor & Fairgrave, P.C. represents the Debtor.

Crawfordsville filed schedules disclosing $5.17 million in assets
and $32.2 million in liabilities, including $19.6 million owed to
secured creditors.  The Debtor owns parcels of land in Montgomery
County, Indiana.

A debtor-affiliate, Brayton LLC, disclosed assets of $14.2 million
and liabilities of $27.8 million in its schedules.  The Debtor
owns the 20-acre of land and buildings known as Goldfinch Place in
Audobon County, Iowa, which is valued at $1.68 million.  The
schedules say the company has $10.5 million in claims for
disgorgement and damages resulting from fraudulent conveyances and
preferential payments to dissociated partners.

Crawfordsville, et al., are subsidiaries of hog raiser Natural
Pork Production II, LLP, which filed for Chapter 11 bankruptcy
(Bankr. S.D. Iowa Case No. 12-02872) on Sept. 11, 2012, in Des
Moines.

The Official Committee of Unsecured Creditors is represented by
Sugar Felsenthal Grais & Hammer LLP.


CROWN CASTLE: Moody's Retains Ba2 CFR After 500MM Loan Upsize
-------------------------------------------------------------
Moody's Investors Service said Crown Castle International Corp.'s
Ba2 Corporate Family Rating, SGL-2 Speculative Grade Liquidity
Rating and stable outlook are not affected by the company's plans
to increase the size of its existing term loan B (approximately
$1.58 billion outstanding) by $500 million.

The principal methodology used in rating Crown Castle
International Corp. was Global Communications Infrastructure
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.

With headquarters in Houston, Texas, Crown Castle International
Corp., through its wholly-owned operating subsidiaries, is the
largest independent operator of wireless tower assets in the US
offering wireless communications coverage in 98 of the top 100 US
markets. The firm derives approximately 84% of its revenue by
leasing site space on its approximately 30,000 and 1,700 wireless
communications sites in the US and Australia, respectively, to
wireless service providers, with the remaining revenue derived
from its services business, which provides network services
relating to sites or wireless infrastructure for customers.


DALLAS ROADSTER: TCB Says Plan Strips Its Liens on Debtor's Assets
------------------------------------------------------------------
Texas Capital Bank, N.A., opposes approval of the Third Amended
Disclosure Statement of Dallas Roadster, Limited, et al.

The Bank complains that the Third Amended Plan strips it of liens
in the Debtors' assets and imposes release prices and
discriminatory treatment between classes of creditors.  The Plan
also violates the absolute rule of priority; discriminates
unfairly; and cannot satisfy the fair and equitable standard
required under Sec. 1129(b)(2) of the Bankruptcy Code, the Bank
says.

The Bank specifies that the Third Amended Disclosure Statement
fails to provide adequate information:

  -- It does not disclose the factual or legal basis on which the
     Debtors seek to strip the security interests and liens of
     TCB.

  -- It should address how the TCB fees and expenses will be
     treated and adequately protected for payment if allowed by
     the Court.  The TCB secured claim will include all fees and
     expenses TCB incurred after the Petition Date in its
     litigation against the Debtors and guarantors IEDA
     Enterprises, Inc., Bahman Khobahy and Bahman Hafex Amini.

  -- It makes no statement on the continuity of guaranty
     obligations of Messrs. Khobahy and Amini.

  -- It should disclose restrictions on the Debtors' expenditures.

  -- It should disclose whether payment of principal to investors
     may be made within the 15 to 25-year period over which the
     Debtors will pay amounts to TCB and Dal Cin.

  -- It should include details on the Debtors' past financial
     performance and reporting; an update the amount of
     administrative claims outstanding; a disclosure on total
     assets; and a clarification on whether insider claims are to
     be allowed or not.

As previously reported in the June 20, 2013 edition of The
Troubled Company Reporter, the Third Amended Disclosure Statement,
dated May 24, 2013, provides additional information concerning the
background, characterization, treatment and nature of certain
classes under the plan -- specifically Claim Classes 7, 8, 11 &
12. A full-text copy of the 3rd Amended Disclosure Statement is
available for free at:

       http://bankrupt.com/misc/DALLASROADSTER_3rdAmdDS.PDF

Kenneth Stohner, Jr., Esq., and Heather M. Forrest, Esq., of
Jackson Walker L.L.P., serve as attorneys to the Debtors.

           About Dallas Roadster and IEDA Enterprises

Dallas Roadster, Limited, owns and operates an auto dealership
with locations in both Richardson and Plano, Texas.  IEDA
Enterprises, Inc., is the general partner of Roadster.

Dallas Roadster and IEDA Enterprises filed for Chapter 11
bankruptcy (Bankr. E.D. Tex. Case Nos. 11-43725 and 11-43726) on
Dec. 12, 2011.  Chief Judge Brenda T. Rhoades oversees both cases.
J. Bennett White, P.C., replaced DeMarco Mitchell, PLLC, as the
Debtors' bankruptcy counsel.  Dallas Roadster disclosed $9,407,469
in assets and $4,554,517 in liabilities as of the Chapter 11
filing.

The Debtors' assets were placed under the care of a receiver on
Nov. 16, 2011, pursuant to a state court action by Texas Capital
Bank, National Association.

No trustee has been appointed in the Chapter 11 cases.


DIGITAL DOMAIN: Plan Filing Date Extended to Nov. 5
---------------------------------------------------
Judge Brendan Linehan Shannon of the U.S. Bankruptcy Court for the
District of Delaware extended DDMG Estate, et al.'s exclusive
period to file a plan through and including Nov. 5, 2013, and
their exclusive period to solicit acceptances of that plan through
and including Jan. 2, 2014.

As previously reported by The Troubled Company Reporter, DDMG,
f/k/a Digital Domain Media Group Inc., said it has sold the "vast
majority" of "non-litigation assets" and has joined with the
official creditors' committee in investigating "potential causes
of action."  The company previously said there should be some
recovery for the unsecured creditors flowing from a settlement
negotiated by the unsecured creditors' committee with secured
lenders.

                       About Digital Domain

Port St. Lucie, Florida-based Digital Domain Media Group, Inc. --
http://www.digitaldomain.com/-- engaged in the creation of
original content animation feature films, and development of
computer-generated imagery for feature films and trans-media
advertising primarily in the United States.

Digital Domain Media Group, Inc. and 13 affiliates sought
Chapter 11 protection (Bankr. D. Del. Lead Case No. 12-12568) on
Sept. 11, 2012, to sell its business for $15 million to
Searchlight Capital Partners LP, subject to higher and better
offers.  The company disclosed assets of $205 million and
liabilities totaling $214 million.

The Debtors also have sought ancillary relief in Canada, pursuant
to the Companies' Creditors Arrangement Act in the Supreme Court
of British Columbia, Vancouver Registry.

Attorneys at Pachulski Stang Ziehl & Jones serve as counsel to the
Debtors.  FTI Consulting, Inc.'s Michael Katzenstein is the chief
restructuring officer.  Kurtzman Carson Consultants LLC is the
claims and notice agent.  An official committee of unsecured
creditors appointed in the case is represented by lawyers at
Sullivan Hazeltine Allinson LLC and Brown Rudnick LLP.

At a bankruptcy auction, the principal part of the business was
purchased by a joint venture between Galloping Horse America LLC,
an affiliate of Beijing Galloping Horse Co., and an affiliate of
Reliance Capital Ltd., based in Mumbai.  The $36.7 million total
value of the contact includes $3.6 million to cure defaults on
contracts and $2.9 million in reimbursement of payroll costs. As
the result of a settlement negotiated by the unsecured creditors'
committee with secured lenders, there will be some recovery for
the committee's constituency.


DLUBAK CORPORATION: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Dlubak Corporation
        520 Chestnut Street
        Blairsville, PA 15717

Bankruptcy Case No.: 13-70582

Chapter 11 Petition Date: August 7, 2013

Court: United States Bankruptcy Court
       Western District of Pennsylvania (Johnstown)

Debtor's Counsel: Steven T. Shreve, Esq.
                  546 California Avenue
                  Avalon, PA 15202
                  Tel: (412) 761-6110
                  Fax: (412) 761-9236
                  E-mail: steveshreve@comcast.net

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

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

A copy of the list of 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/pawb13-70582.pdf

The petition was signed by Frank Dlubak, president.


DYNASIL CORP: Report Net Loss in Q3; In Covenant Default
--------------------------------------------------------
Dynasil Corporation of America on Aug. 12 reported financial
results for the fiscal 2013 third quarter ended June 30, 2013.

Dynasil reported a net loss for the quarter of ($366,000) or
($0.02) per share, compared with net loss of ($332,000), or
($0.02) per share, for the quarter ended June 30, 2012.  The third
quarter results include initial sales of the Company's new
Navigator 2.0(TM) medical probe for cancer surgery which was
approved for sale and began shipping in late May 2013.  "I am
happy to report that our updated Navigator 2.0(TM) medical probe
was approved for sale in the United States and we began shipping
this refreshed product," said Dynasil Chairman and Interim CEO
Peter Sulick.  "We are currently pursuing the CE Mark, necessary
to meet European Union requirements, and anticipate international
sales will begin in the near future."

Net revenue for the third quarter of fiscal 2013 declined $0.8
million to $11.3 million, compared with $12.1 million for the
third quarter of fiscal 2012.  Revenue declined in the Contract
Research and Optics segments in the quarter while the Instruments
segment remained largely flat as compared with the same period
last year.  Gross profit for the third quarter of 2013 declined
slightly to $4.8 million from $5.0 million for the same period in
2012 although gross margins increased to 43% in the quarter
compared to 41% for the third quarter of fiscal 2012.

Operating expenses for the three months ended June 30, 2013 were
$5.0 million, a decrease of $81,000 compared to the same period in
2012.  The decrease was a result of the reduced expenditures
associated with the product refresh within the Instruments segment
in 2012 which was largely offset by increased General and
Administrative expenses.

The Company continues to be in default of certain financial
covenants set forth in the terms of its outstanding indebtedness
as of June 30, 2013.  However, the Company has made all principal
and interest payments due its senior lender through August 12,
2013.  The Company has accrued but not remitted interest payments
to its subordinated lender since February, 2013.  Management is
currently evaluating potential transactions involving the sales of
divisions and/or product lines which, if consummated, would result
in additional debt principal payments to the bank.  The Company
cannot, however, predict when or whether a resolution of this
situation will be achieved.

Quarterly Business Highlights

The Company received regulatory approval for its updated medical
probe for cancer surgery in the third quarter for the United
States market and began shipping this product.  The Company is
continuing to pursue CE mark approval for this product
internationally.  In addition, the Company is evaluating
preliminary test results received on its updated lead paint
analyzer product while also evaluating strategic alternatives
associated with this product.

The Company continues to pursue various commercialization
opportunities arising from technologies developed within our
Contract Research segment.  "One of our leading commercialization
efforts involve our CLYC crystals, which are now being sold
commercially," stated Mr. Sulick.  "We continue our efforts to
further improve the size and quality of this product as well as
develop new applications."

Additionally, the Company has prepared a separate business and
financing plan for one of the biomedical technologies.  The
Company said "Our intention is to spin out the tissue sealant
technology into an independent entity in which the Company would
retain a substantial interest.  This would enable us to raise
funds specifically for this venture and recruit additional
expertise to help advance the technology.  In June, 2013, our
senior lender agreed to release the intellectual property and
related collateral in connection with the spin-out in exchange for
an additional debt payment of $300,000.  As a result, we are
proceeding with plans to establish the joint venture and raise
outside funding to support the joint venture; however, there can
be no assurance that we will be able to raise the funding
necessary for the transaction or consummate this transaction at
any future time."

The Company has no conference calls scheduled at this time.

                          About Dynasil

Watertown, Mass.-based Dynasil Corporation of America (NASDAQ:
DYSL) -- http://www.dynasil.com/-- develops and manufactures
detection and analysis technology, precision instruments and
optical components for the homeland security, medical and
industrial markets.

The Company reported a net loss of $4.30 million for the year
ended Sept. 30, 2012, as compared with net income of $1.35 million
during the prior fiscal year.  The Company's balance sheet at
March 31, 2013, showed $28.27 million in total assets, $17.07
million in total liabilities and $11.19 million in total
stockholders' equity.

McGladrey LLP, in Boston, Massachusetts, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Sept. 30, 2012, citing default with the financial
covenants under the Company's outstanding loan agreements and a
loss from operations which factors raise substantial doubt about
the Company's ability to continue as a going concern.


DONNER METAL: Fails to Make $4.3MM Cash Call; Faces Default Risk
----------------------------------------------------------------
Donner Metals Ltd. disclosed that, on August 12, 2013, it failed
to make a cash call in the amount of $4.3 million under the
Development and Operating Agreement dated as of July 12, 2011 by
and between Glencore Xstrata plc, formerly Xstrata Canada
Corporation - Xstrata Zinc Canada Division and Donner.

Should Donner fail to remedy this situation within thirty days, it
shall be in default under the Development Agreement (unless it
remedies such failure within a twenty-day curative period
following the receipt of a notice to that effect from Glencore).

Failure by Donner to meet its obligations under the Development
Agreement will result in Glencore having the right to recoup any
shortfall from Donner's portion of the proceeds of mine
production.  Should Donner's portion of the proceeds of mine
production be insufficient to do so, Glencore may elect to buy the
Company's interest at fair market value or to forgive the amount
owing and convert the Company's interest in the Bracemac-McLeod
mine to a 2% NSR royalty, of which a 1% NSR royalty can be
purchased by Glencore for $1 million.

Donner continues to actively pursue various strategic alternatives
encompassing potential financings in order to carry on with the
development of its properties and to meet its various obligations,
including the Company's obligation to fund its share of ongoing
monthly capital and operating cash calls for the Bracemac-McLeod
mine under the Development Agreement.

Donner cautions that there can be no assurance that funding will
be available for the Company or, if available, that it will be
available on terms which are acceptable to the Company.  The
availability of external financing depends on many factors outside
of Donner's control, including capital market conditions and the
overall performance of the economy.

Donner Metals Ltd. -- http://www.donnermetals.com/-- is a Canada-
based development and exploration company focused on base and
precious metal projects in Quebec.  Donner's flagship project is a
partnership with Xstrata Canada Corporation (Xstrata) in the
Matagami Mining Camp covering both the existing development of a
new mine and on-going exploration activities.


EASTMAN KODAK: Retirees, et al., Oppose Reorganization Plan
-----------------------------------------------------------
A group of Eastman Kodak Co.'s retired workers is blocking efforts
by the company to win court approval for its proposed plan to get
out of Chapter 11 protection.

The group said the restructuring plan favors Kodak's current
employees over retirees although the rights of both groups under
the "non-qualified plans" are governed by the same contract.

"Kodak seeks to terminate the non-qualified plans as to the
retirees as of the petition date but to continue to offer all the
benefits of these plans to current employees," the group said,
pointing out that such "discriminatory treatment" violates a
provision of U.S. bankruptcy law.

"Since the plans constitute one contract and should be classified
in the same class, the claims must be treated similarly as
required by the Bankruptcy Code," said the group, which is
represented by New York-based Bond Schoeneck & King PLLC.

The proposed restructuring plan also drew flak from STWB Inc., one
of the largest unsecured creditors of Kodak.

STWB asked U.S. Bankruptcy Judge Allan Gropper to condition the
confirmation of the plan on Kodak establishing a reserve for its
claim in the full amount of $250,611,579.

The U.S. Bankruptcy Court in Manhattan, which oversees Kodak's
bankruptcy case, continues to be flooded with objections from
creditors and shareholders.  Since Friday, more than 30 objections
have been filed, most of which came from shareholders who will get
nothing when Kodak exits bankruptcy.

Most of the objections centered on the alleged insider trading
involving Kodak creditors that agreed to backstop the $406 million
rights offering, and the "inaccurate" valuation analysis and
liquidation analysis prepared by Lazard Freres & Co. LLC and AP
Services LLC, respectively.

Kodak's restructuring plan calls for a $406 million rights
offering under which it will issue up to 34 million common shares
or 85% of the equity in the reorganized company.

Judge Gropper is slated to hold a hearing on August 20 to consider
approval of the restructuring plan.

Bond Schoeneck can be reached at:

         Ingrid C. Palermo
         350 Linden Oaks, Suite 310
         Rochester, New York 14625
         Tel: (585) 362-4700
         Fax: (585) 362-4759
         E-mail: ipalermo@bsk.com

STWB Inc. is represented by:

         William E. Kelleher, Jr.
         Thomas D. Maxson
         COHEN & GRIGSBY P.C.
         625 Liberty Avenue
         Pittsburgh, PA 15222-3152
         Tel: (412) 297-4900
         Fax: (412) 209-1997
         E-mail: wkelleher@cohenlaw.com
                tmaxson@cohenlaw.com

              -- and --

         Patrick J. Orr
         KLESTADT & WINTERS LLP
         570 Seventh Avenue 17th Floor
         New York, NY 10018-6314
         Tel: (212) 972-3000 Telephone
         Fax: (212) 972-2245 Fax
         E-mail: porr@klestadt.com

                        About Eastman Kodak

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

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

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

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

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

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

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

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

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

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


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

The services to be provided by the firm include consulting support
services related to the divestiture of Kodak's document imaging
and personal imaging business units, and those related to a
potential plan change and the impact of liquidity shortfall
requirements in the Kodak Retirement Income Plan during 2013.

Deloitte will be paid for those services on an hourly basis and
will be reimbursed of its expenses.

Deloitte will also provide actuarial valuation services for some
of the employee benefit programs of Kodak and its affiliates.
Compensation for these services will be primarily on a fixed-fee
basis.  The firm will also receive reimbursement for work-related
expenses.

Judge Gropper will hold a hearing on August 20.  Objections are
due by August 16.

                        About Eastman Kodak

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

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

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

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

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

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

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

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

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

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


EASTMAN KODAK: Wins Court Approval to Expand E&Y Services
---------------------------------------------------------
U.S. Bankruptcy Judge Allan Gropper gave Ernst & Young LLP the
green light to provide additional services to Eastman Kodak Co.

The new services, which include interviewing Kodak's senior
management, conducting market research and preparing a valuation
report, would help the company analyze the value of its assets
under a hypothetical forced liquidation scenario.

Kodak will pay Ernst & Young for its additional services based on
agreed hourly rates and will reimburse the firm for its work-
related expenses.

                        About Eastman Kodak

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

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

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

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

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

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

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

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

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

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


EASTMAN KODAK: Signs Deal With Tech Firms to Assume IP Contracts
----------------------------------------------------------------
Eastman Kodak Co. signed separate agreements with Nokia Corp. and
12 other tech firms to take over their intellectual property
contracts as part of its proposed plan to get out of Chapter 11
protection.

The 12 other firms are Canon Inc., Fujifilm Corp., Hewlett Packard
Co., Intel Corp., International Business Machines Co., Imax Corp.,
LG Display Co. Ltd., LG Electronics Inc., Motorola Mobility LLC,
Nintendo Co. Limited, Seiko Epson Corp. and Sony Corp.

As part of the assumption of the contracts, Kodak agreed to pay
the cure amounts to settle any defaults under those contracts.
The agreements can be accessed for free at http://is.gd/F74tvd

Canon is represented by:

         Monica Clark
         Elizabeth Hulsebos
         DORSEY & WHITNEY LLP
         50 South Sixth Street, Suite 1500
         Minneapolis, MN 55402-1498
         Telephone: (612) 340-2600
         Facsimile: (612) 340-2868
         E-mail: hulsebos.elizabeth@dorsey.com
                 clark.monica@dorsey.com

Fujifilm Corp. is represented by:

         Douglas S. Mintz
         ORRICK, HERRINGTON & SUTCLIFF LLP
         1152 15th Street NW
         Washington, DC 20005-1706
         Telephone: (202)-339-8518
         Facsimile: (202)-339-8500
         E-mail: dmintz@orrick.com

Hewlett Packard is represented by:

         Ellen A. Friedman
         Stefanie A. Elkins
         FRIEDMAN & SPRINGWATER LLP
         33 New Montgomery Street, Suite 290
         San Francisco, California 94105
         Telephone: (415) 834-3800
         Facsimile: (415) 834-1044
         E-mail: efriedman@friedmanspring.com
                selkins@friedmanspring.com

IBMC is represented by:

         Steven W. Meyer
         Tyler K. Olson
         OPPENHEIMER WOLFF & DONNELLY LLP
         222 South Ninth Street, Suite 2000
         Minneapolis, Minnesota 55402
         Telephone: (612) 607-7000
         Facsimile: (612) 607-7100
         E-mail: smeyer@oppenheimer.com
                 tolson@oppenheimer.com

Imax Corp. is represented by:

         Jennifer Madden
         SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
         155 N. Wacker Drive
         Chicago, Illinois 60606
         Telephone: (312) 407-0983
         Facsimile: (212) 827-9388
         E-mail: jennifer.madden@skadden.com

Intel Corp. is represented by:

         G. Larry Engel
         Vincent J. Novak
         Kristin Hiensch
         MORRISON & FOERSTER LLP
         425 Market Street
         San Francisco, CA 94105
         Telephone: (415) 268-7000
         Facsimile: (415) 268-7522
         E-mail: lengel@mofo.com
                 vnovak@mofo.com
                 khiensch@mofo.com

LG Display Co. Ltd.is represented by:

         Menachem O. Zelmanovitz
         Patrick D. Fleming
         Morgan, Lewis & Bockius LLP
         101 Park Avenue
         New York, NY 10178
         Telephone: (212) 309-6162
         Facsimile: (212) 309-6001
         E-mail: mzelmanovitz@morganlewis.com
                 pfleming@morganlewis.com

LG Electronics Inc. is represented by:

         Richard L. Epling
         Samuel S. Cavior
         PILLSBURY WINTHROP SHAW PITTMAN LLP
         1540 Broadway
         New York, New York 10036
         Telephone: (212) 858-1000
         Facsimile: (212) 858-1500
         E-mail: richard.epling@pillsburylaw.com
                samuel.cavior@pillsburylaw.com

Motorola Mobility LLC is represented by:

         Michael Stolarski
         Richard M. Bendix
         Maria A. Diakoumakis
         DYKEMA GOSSETT PLLC
         10 S. Wacker Drive, Suite 2300
         Chicago, IL 60606
         Telephone: (312) 876-1700
         Facsimile: (312) 876-1155
         E-mail: mstolarski@dykema.com
                 rbendix@dykema.com
                 mdiakoumakis@dykema.com

Nintendo Co. Limited is represented by:

         Jonathan P. Guy
         James W. Burke
         ORRICK, HERRINGTON & SUTCLIFFE LLP
         1152 15th Street, N.W.
         Washington, D.C. 20005
         Telephone: (202) 339-8400
         Facsimile: (202) 339-8400
         E-mail: jguy@orrick.com
                 jburke@orrick.com

Nokia Co. is represented by:

         William S. Sugden
         Jonathan T. Edwards
         ALSTON & BIRD LLP
         1201 W. Peachtree St.
         Atlanta, Georgia 30309-3424
         Telephone: (404) 881-7000
         Facsimile: (404) 253-8235
         E-mail: will.sugden@alston.com
                 jonathan.edwards@alston.com

Seiko Epson Co. is represented by:

         Benjamin I. Finestone
         Xochitl S. Strohbehn
         QUINN EMANUEL URQUHART & SULLIVAN, LLP
         51 Madison Avenue, 22nd Floor
         New York, New York 10010
         Telephone: (212) 849-7000
         Facsimile: (212) 849-7100
         E-mail: benjaminfinestone@quinnemanuel.com
                xochitlstrohbehn@quinnemanuel.com

Sony Corp. is represented by:

         Peter C. Toto
         Senior Vice President
         Sony Corporation of America
         1 Sony Drive
         Park Ridge, New Jersey 07656
         Telephone: (201) 930-6155
         Facsimile: (201) 930-6854

                        About Eastman Kodak

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

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

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

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

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

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

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

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

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

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


EASTMAN KODAK: Names Director Selections for Post-Emergence Board
-----------------------------------------------------------------
In a supplement to its Plan of Reorganization filed on Aug. 14
with the U.S. Bankruptcy Court for the Southern District of New
York, Eastman Kodak Company named the individuals selected to
serve on the Board of Directors of reorganized Kodak by the
parties providing the backstop to Kodak's recently completed
rights offering and the Unsecured Creditors Committee.  The term
of the new Board members will begin upon Kodak's emergence from
Chapter 11, and is subject to the confirmation of the Plan by the
Bankruptcy Court.

The proposed appointees to the Board of reorganized Kodak are:

-- Mark S. Burgess, Chairman of the Clondalkin Group, a global
manufacturer of flexible and specialty plastic packaging solutions
and former Chief Executive Officer of Graham Packaging Company.

-- James V. Continenza, President of STi Prepaid, LLC, a
telecommunications company, who formerly served in executive
positions with Anchor Glass Container Corp. and Teligent, Inc.
Mr. Continenza has been a Kodak director since April 1, 2013.

-- George Karfunkel, Chairman of Sabr Group, a consulting company,
and co-founder and former Senior Vice President of American Stock
Transfer & Trust Company, LLC.

-- Jason New, a Senior Managing Director of The Blackstone Group
and Head of Special Situation Investing for GSO Capital Partners,
who previously served in senior positions with Credit Suisse and
Donaldson, Lufkin & Jenrette.

-- William G. Parrett, former Senior Partner of Deloitte & Touche
USA LLP, a public accounting firm, where he held several executive
positions, including Chief Executive Officer of Deloitte Touche
Tohmatsu and Managing Partner of Deloitte & Touche USA.
Mr. Parrett has been a Kodak director since November 2007 and
serves as Chairman of the Board's Audit & Finance Committee.

-- Derek Smith, a Managing Principal and Senior Portfolio Manager
at BlueMountain Capital Management, who previously worked in
senior investment management positions with Deutsche Bank and
Goldman Sachs.

-- Matt Doheny, President of North Country Capital LLC, an
advisory and investment firm, who previously served as Managing
Director of the Distressed Assets Group of Deutsche Bank
Securities Inc.

-- John A. Janitz, Co-Founder and Chairman of Evergreen Capital
Partners, LLC, an investment firm that provides advisory services
and co-invests with private equity sponsors, who previously served
as Co-Managing Principal for Questor Management Company LLC, a
turnaround capital investment firm, and as President and Chief
Operating Officer of Textron Inc., a $10 billion NYSE-listed
multi-industry company.

Antonio M. Perez, Chief Executive Officer of Kodak and a director
since October 2004, will remain on the Board.

"These highly accomplished and proven business leaders bring a
rich combination of capabilities in technology, packaging,
corporate strategy and finance -- all key areas of focus for the
new Kodak," said Antonio M. Perez, Chairman and Chief Executive
Officer.  "I look forward to working with the members of this
strong and well-suited board."

The current Board of Directors will remain in place until the new
Board takes on its responsibilities upon emergence.  The new Board
members will serve until the next annual meeting of the company's
stockholders.

The confirmation hearing on the Plan is currently scheduled for
August 20, 2013.

                       About Eastman Kodak

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

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

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

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

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

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

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

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

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

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


EDISON MISSION: Committee's Standing Bid a "Litigation Tactic"
--------------------------------------------------------------
Edison Mission Energy, et al., filed a 76-page objection with the
Bankruptcy Court in Chicago explaining why the official committee
of unsecured creditors appointed in the Debtors' case should be
denied standing to sue:

     (i) Edison International ("EIX"), a non-debtor and the
         ultimate parent of the Debtors,

    (ii) Southern California Edison ("SCE"), a non-debtor
         subsidiary of EIX,

   (iii) Mission Energy Holding Company ("MEHC"), a non-debtor
         subsidiary of EIX and the Debtors' direct parent,

    (iv) Edison Mission Group ("EMG"), a non-debtor subsidiary
         of EIX and an indirect parent of EME, and

     (v) certain current and former members of the board of
         directors of Edison Mission Energy and the parent
         company.

"The Committee's Motion is an unfortunate, reckless, and ill-timed
litigation tactic that defies settled Seventh Circuit bankruptcy
law and already has damaged these estates.  While most, if not
all, of the potential claims referenced in the Motion will either
be resolved for fair consideration to the estates or pursued by
the Debtors in litigation, there is absolutely no reason to force
pursuit of the claims now," Edison Mission's lawyers said in court
papers filed Wednesday.

According to the Debtors, the Committee's request for standing
should be denied for these reasons:

     -- More than six months into a Debtor-led -- and Court-
ordered -- investigation into the benefits and burdens of the
prepetition Support Agreement, and on virtually no notice, the
Committee filed the Motion seeking derivative standing to
prosecute a complaint on behalf of the Debtors' estates containing
24 counts against EIX and its affiliates and directors and
officers, and 3 counts (which gratuitously make some of the same
allegations) against EME's current directors.

     -- The Committee's Motion fails to satisfy any element of the
Seventh Circuit's derivative standing standard -- most notably,
the Motion does not even attempt to satisfy the essential element
of the test, i.e., that the Debtors have refused to pursue a
claim.  The Debtors have not refused to pursue any claims and in
fact have spent more than six months conducting an ongoing
investigation of EIX, in close coordination with both the
Committee an d the Noteholders, including weekly calls and
numerous meetings. It is irrelevant (and incorrect) that the
Committee thinks that it could perhaps do a better job as
plaintiff.

     -- The Committee's assertion -- that the Debtors or their
counsel cannot vigorously pursue claims against the Debtors'
parent -- is similarly false and equally irrelevant to any request
for derivative standing. In fact, no court has ever granted a
committee standing on this basis, and companies (especially in
bankruptcy) routinely sue their corporate parents.  And debtors in
every case seek to avoid transfers in bankruptcy that they
themselves approved prepetition.  Indeed, all avoidance actions
arise out of a debtor's prepetition transactions.  The Committee's
argument (if accepted) would render the derivative standing
standard moot by creating a rule that a debtor's prepetition
payment strips a debtor in possession of its statutory authority
to avoid that payment in bankruptcy and always grants standing to
a creditors' committee.  The Committee cites no authority for such
a broad proposition because none exists.  In any event, the
Debtors' independent directors (who have no ties to EIX) are
investigating claims against EIX and related parties, and have
reiterated that they are ready, willing, and able to bring any
claims that are supported by the facts and the law.

     -- Allowing the Committee to prosecute the complaint today is
not in the best interests of the estates and, instead, has damaged
and will further damage the estates.  The Debtors are the only
party with fiduciary duties to all stakeholders, and the only
steward of this case capable of integrating the various pieces of
the chapter 11 puzzle into a coherent whole that maximizes value
for all.  Litigation against EIX should not be viewed in a vacuum,
but is part of a broader series of issues, including corporate
shared services (such as critical payroll and benefit plan
administration services) that expire at the end of the year,
complicated tax analyses, joint venture relationships,
intercompany and IRS tax claims, and jointly administered employee
and retiree benefits.  The Debtors should be able to complete
their investigation and bring claims in the context of their other
restructuring initiatives, including the recently launched sale
process, the resolution of Midwest Generation's PoJo leveraged
leases, the Chevron disputes, regulatory matters, and other
issues, in the right sequence and manner, without being forced to
bring premature litigation or risk claims against EIX being
cleaved off from all other issues and handed to unsecured
creditors with parochial interests.  In fact, the Committee's
reckless and premature Motion already has caused serious damage to
the estates by, among other things, causing major disruption among
the Debtors' workforce -- something the Committee wholly failed to
take into account in its dash for control -- and by giving EIX a
roadmap to the Debtors' claims prior to the Debtors' taking key
depositions of EIX senior management.  There are no upcoming
statutes of limitation or other deadlines requiring litigation to
commence now, and the Committee admits that the investigation is
not complete. The Motion, therefore, is little more than a
backdoor attempt to terminate the Debtors' exclusive right to
manage their cases toward the development of a chapter 11 plan.

     -- The Motion seeks to sue the Debtors' entire board for
approximately $1 billion, merely as a litigation tactic to gain
derivative standing.  Such a reckless lawsuit, which likely
violates the automatic stay anyway, would cause untold damage to
the estates -- and the very creditors that the Committee
represents -- at a critical point when the board should be
devoting 100 percent of its time to restructuring initiatives and
moving the Debtors closer to bankruptcy emergence.  Regardless,
any avoidance actions against EIX to recover the prepetition $183
million tax sharing payment would be dispositive of any supposed
claims against the Debtors' directors, even if those claims were
remotely colorable.

     -- There is no authority to grant the Committee exclusive
authority to settle estate claims and dispossess the Debtors of
that right.  This is another example of the Committee's attempt to
surreptitiously terminate the Debtors' exclusivity.

     -- There is no authority to force the Debtors to "turn over"
their relationships with their consulting experts, nor do those
experts consent to their services being involuntarily turned over
to the Committee.

Bankruptcy Judge Jacqueline P. Cox is slated to hold a hearing on
the Committee's request on Aug. 21, 2013, at 10:30 a.m.

                           *     *     *

Jacqueline Palank, writing for Dow Jones Newswires, reports that
Edison International's chief executive, Theodore F. Craver, Jr.,
has said the claims lack merit and that the company would
"vigorously defend" itself.

Dow Jones notes the attorneys for the committee, whose members
include Wells Fargo Bank and the International Brotherhood of
Boilermakers (Local One), couldn't be reached for comment
Thursday.  However, court papers show the committee's request
carries the support of the holders of $2.8 billion in bond debt.

                        About Edison Mission

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

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

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

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

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

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

The Debtors other than Camino Energy Company are represented by:

          David R. Seligman, P.C., Esq.
          James H.M. Sprayregen, P.C., Esq.
          Sarah Hiltz Seewer, Esq.
          KIRKLAND & ELLIS LLP
          300 North LaSalle
          Chicago, IL 60654
          Telephone: (312) 862-2000
          Facsimile: (312) 862-2200

               - and -

          Joshua A. Sussberg, Esq.
          KIRKLAND & ELLIS LLP
          601 Lexington Avenue
          New York, NY 10022-4611
          Telephone: (212) 446-4800
          Facsimile: (212) 446-4900

Counsel to Debtor Camino Energy Company is:

          David A. Agay, Esq.
          Joshua Gadharf, Esq.
          MCDONALD HOPKINS LLC
          300 North LaSalle, Suite 2100
          Chicago, IL 60654
          Telephone: (312) 280-0111
          Facsimile: (312) 280-8232

Perella Weinberg Partners, LP is acting as the Debtors' financial
advisor and McKinsey Recovery & Transformation Services U.S., LLC
is acting as restructuring advisor.  GCG, Inc., is the claims and
notice agent.

An official committee of unsecured creditors has been appointed in
the case and is represented by Ira S. Dizengoff, Esq., Stephen M.
Baldini, Esq., Arik Preis, Esq., and Robert J. Boller, Esq., at
AKIN GUMP STRAUSS HAUER & FELD LLP in New York; James Savin, Esq.,
and Kevin M. Eide, Esq., at AKIN GUMP STRAUSS HAUER & FELD LLP in
Washington, DC; and David M. Neff, Esq., and Brian Audette, Esq.,
at PERKINS COIE LLP.  The Committee also has tapped Blackstone
Advisory Partners as investment banker and FTI Consulting as
financial advisor.

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


EDISON MISSION: Wants to Limit JPMorgan's Setoff Rights
-------------------------------------------------------
Edison Mission Energy, et al., said in court papers JPMorgan Chase
Bank N.A. may deduct $16,863 from a $4.1 million escrow account,
but nothing more than that.

EME is objecting to JPMorgan's request for relief from the
automatic stay to permit it to exercise its setoff and recoupment
rights against the escrow account in the amount of $16,863 and to
setoff or recoup all future amounts that become due and owing to
JPMorgan.

In April 2013, EME filed an adversary complaint against Tyche
Power Partners LLC f/k/a BNY Power Partners LLC and JPMorgan, as
the escrow agent, seeking the turnover of the remaining $4.1
million of escrow funds.  The escrow account is part of a March
2004 agreement entered into by EME, Tyche and JPMorgan, pursuant
to which Tyche deposited $19.3 million into the escrow account at
JPMorgan.  Tyche and EME entered into a stock purchase agreement
in December 2003.

                        About Edison Mission

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

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

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

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

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

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

The Debtors other than Camino Energy Company are represented by
David R. Seligman, P.C., Esq., James H.M. Sprayregen, P.C., Esq.,
Sarah Hiltz Seewer, Esq., at KIRKLAND & ELLIS LLP in Chicago; and
Joshua A. Sussberg, Esq., at KIRKLAND & ELLIS LLP in New York.
Counsel to Debtor Camino Energy Company is David A. Agay, Esq.,
and Joshua Gadharf, Esq., at McDONALD HOPKINS LLC.

Perella Weinberg Partners, LP is acting as the Debtors' financial
advisor and McKinsey Recovery & Transformation Services U.S., LLC
is acting as restructuring advisor.  GCG, Inc., is the claims and
notice agent.

An official committee of unsecured creditors has been appointed in
the case and is represented by Ira S. Dizengoff, Esq., Stephen M.
Baldini, Esq., Arik Preis, Esq., and Robert J. Boller, Esq., at
AKIN GUMP STRAUSS HAUER & FELD LLP in New York; James Savin, Esq.,
and Kevin M. Eide, Esq., at AKIN GUMP STRAUSS HAUER & FELD LLP in
Washington, DC; and David M. Neff, Esq., and Brian Audette, Esq.,
at PERKINS COIE LLP.  The Committee also has tapped Blackstone
Advisory Partners as investment banker and FTI Consulting as
financial advisor.

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


EL MONTE PUBLIC: Fitch Affirms 'BB+ Revenue Bonds Ratings
---------------------------------------------------------
Fitch Ratings has affirmed the following El Monte Public Financing
Authority, California's (the authority) bonds:

-- $18.8 million lease revenue bonds (City Yard Project) series
   2010A & B at 'BB+'.

In addition, Fitch affirms the following rating for El Monte, CA
(the city):

-- Implied general obligation bond at 'BBB'.

The Rating Outlook is revised to Negative from Stable.

Security

The city has covenanted to budget and appropriate lease rental
payments, subject to abatement, to the authority for use of its
public works yard and its civic center complex from any available
funds to the city.

Key Rating Drivers

NEAR-TERM CHALLENGES DRIVE OUTLOOK REVISION: The Negative Outlook
reflects Fitch's concern over the city's ability to manage rising
labor and pension costs and service restoration pressures even if
the temporary sales tax measure is reapproved by voters, given
continued weakness in the economy and persistent management
turnover.

ADEQUATE FINANCIAL POSITION: The city's liquidity and general fund
reserve positions remain adequate, supported in part by a property
tax override levied in perpetuity for pensions. However, Fitch
believes the city's current financial cushion is vulnerable given
financial pressure over the next few years.

MANAGERIAL/REPORTING CONCERNS SOMEWHAT ABATED: Fitch is somewhat
less concerned about management following a reversal of its stated
intent in May 2012 to violate the city's legal obligation to pay
its LRB debt service from any available source of funds if
sufficient tax increment revenues had not been received from the
county. The low rating also reflects Fitch's ongoing concerns
about the quality, timeliness and transparency of the city's
financial disclosure though the unqualified audits the past two
years are positive developments.

DSRF DRAW LESS LIKELY: Fitch's concerns about a draw on the debt
service reserve fund are lower given that several debt service
payments have been made subsequent to RDA dissolution and the new
tax increment distribution process continues to stabilize. A cash
flow loan from the city was subsequently repaid with tax
increment.

WEAK ECONOMIC INDICATORS: The city is poised to benefit from its
location within the broad and diverse Los Angeles regional
employment market but remains constrained by high unemployment,
low wealth and income indicators and elevated poverty levels.

MODERATE DEBT LEVELS: Debt ratios are moderate and amortization is
average. Carrying costs are moderate but increasing due to rising
pension costs.

Rating Sensitivities

FINANCIAL DETERIORATION: The city remains challenged by its
limited economy and rising cost profile which threaten to reduce
the current acceptable level of financial cushion. The rating
would be downgraded if the city's revenue streams are unable to
support rising costs while maintaining ample reserves and
liquidity.

DSRF DRAW: A draw from the bonds' DSRF, while not anticipated,
would trigger a downgrade.

Credit Profile

The city serves a population of 114,436 and covers 10 square miles
approximately 12 miles east of downtown Los Angeles.

FINANCIAL OPERATIONS AND DISCLOSURE IMPROVING

The city released its fiscal 2011 audit approximately 10 months
after the end of its fiscal year as it addressed deficient
internal controls that resulted in a qualified fiscal 2010 audit.
The internal control issues stemmed largely from delays in the
city's cash reconciliation process and inadequate documentation of
city loans to the RDA. Further complications included a reduction
in key accounting personnel and deficient record-keeping and
accounting processes. The fiscal 2011 and 2012 unqualified audits
suggest that progress has been made though Fitch remains concerned
about the city's financial disclosure practices.

After fund balance restatements in four of the past five years,
fiscal 2012 did not have any governmental fund balance re-
statements. However, financial statements are difficult to
interpret due to a large number of interconnected funds (loans to
and from funds with negative fund balances). Including internal
service funds, eight funds have a combined negative fund balance
of over $5 million necessitating general fund interfund loans of
$3.9 million (7% of general fund spending).

The audit notes the aggregate amount of such loans to non-major
governmental funds from the general fund; however, Fitch must rely
on un-audited representations from management regarding the nature
of such loans and the likelihood and timing of repayments. Based
on recent years' internal control issues, Fitch views this as a
material weakness. Management noted that approximately 17% of the
combined deficit is overstated as it represents capital spending
in advance of reimbursements received.

The fiscal 2012 internal service fund deficit stems from a $3.2
million deficit in the city's self-insurance fund that has
improved by $745,000 from fiscal 2011. Fitch remains concerned
about the funds' ability to repay the general fund in a timely
manner and the potential impact on general fund balances.

LIQUIDITY, GENERAL FUND CUSHION ADEQUATE BUT VULNERABLE

The fiscal 2012 audit reports the general fund produced a small
$200,000 operating surplus (after transfers), raising the
unrestricted fund balance to $8.6 million (16.2% of expenditures
and transfers out). The total fund balance also remained basically
flat at $27.5 million (51.6%) after declining the prior year from
$106.2 million (225%) due mostly to a restatement that effectively
wrote off the general fund's receivable from its now dissolved
RDA. The restatement has no impact on the bonds' credit rating as
Fitch did not view the receivable as an available resource in
prior reviews.

The fiscal 2012 audit also reports a $2 million (52%) increase in
general fund cash bringing it to an adequate $6.2 million. In
addition, the general fund has access to $21.9 million of
borrowable cash (as of fiscal year-end 2012) in the city's
retirement fund. The city levies a property tax override as a
fixed percentage of AV to pay for pension costs and spends the
proceeds a year in arrears, resulting in a historically
comfortable pool of internal borrowable resources. The fund has
generated a surplus ranging from $390,000 to $1.66 million the
past three years. Fitch anticipates this resource will continue to
be available although is concerned that rising pension costs may
require contributions above the yield from the levy. Management
notes that tax proceeds are currently just sufficient to meet
annual CalPERS costs.

Although management did not provide budget to actuals, it
estimated a small surplus for fiscal 2013. Fitch notes that the
fiscal 2014 budget was approved on time and shows breakeven
general fund operations. This includes about $1.7 million in
carryover spending to offset $1 million in assumed reduction
related to the April 2014 sunset of Measure GG sales tax and an
increase of $2.6 million in the city's fire services contract with
Los Angeles County. The budget also includes across the board
departmental reductions of 9.6%.

PRESSURES ESCALATE IN 2015

The city placed a sugary drink consumption tax on the November
2012 ballot, which would have generated revenues in the range of
$3 million to $7 million, and declared a fiscal emergency so that
the voter approval threshold could be lowered to just 50%.
However, the measure failed by a remarkable 77%. Management
maintained that the fiscal emergency did not reflect short-term
insolvency, which is consistent with the city's audited fund
balance and borrowable resources. However, it reflected
significant budgetary pressure.

The city's five-year Measure GG 1/2-cent sales tax expires in
April 2014 and currently generates about $4 million annually, or
7.9% of fiscal 2012 revenues. If the sales tax measure is not
extended the city could face substantial financial headwinds with
$2 million in deferred wage increases on closed labor contracts
(expiring Dec. 31, 2015) and backfill of lost grant funds. As
such, the city plans to place a renewal of its sales tax measure
on the November 2013 ballot and has identified cuts totaling 8% of
fiscal 2012 spending in the event it does not pass. These are
substantial and include cuts of $2.8 million to the police
department (9.5% of full-time positions), $475,700 to public works
(7.5% of full-time positions), and $200,000 or more to parks and
recreation, city manager, and economic development among others.

Actions previously considered by the city (including the sale of
the city's water system, privatization of various public works
functions, and outsourcing of an aquatic center) are reportedly no
longer on the table. Management cites labor relations as strong,
and Fitch notes that the city's unions have provided material
concessions in prior years that may bode well for productive
negotiations in future years, if further concessions are required.

MANAGEMENT AND DSRF DRAW CONCERNS SOMEWHAT ABATED

The city has covenanted to pay for debt service from any available
source, though the city has intended for its redevelopment agency
(RDA) and water and sewer enterprises to pay debt service per
cooperative agreements. Management took the position in May 2012,
which it has since reversed, that the city would not make its full
debt service payment if the county failed to remit sufficient tax
increment revenues to the RDA in a timely manner.

The concern stemmed from RDA dissolution complications (per AB 1X
26). In the event of a related shortfall, the city would have
drawn from the LRB DSRF, which management and the city's attorney
considered an available source of revenue to the city per the bond
indenture. Fitch believes this would have constituted a payment
default under the lease, and potentially could have led to severe
repercussions, including an interest rate hike to 12%,
repossession of the leased assets by the trustee, and acceleration
of all remaining principal payments and accrued interest.

Management reports the RDA ultimately received sufficient revenues
from the county to meet its Aug. 1, 2012 debt service payment and
it does not anticipate similar complications moving forward.
Management stated that debt service for the LRBs is contained on
the agency's recognized obligation payments schedule (ROPS), which
was approved by the state's department of finance.
Management further noted that its policy stance has shifted since
May 2012, and that the city would adhere to its covenant to budget
and appropriate for debt service in the event of a potential tax
increment revenue shortfall, regardless of the cause of any such
shortfall.

While concerns related to management are somewhat lessened,
management has experienced significant turnover the last several
years, with the finance director and city manager leaving in fall
2012. The interim finance director, with the city since January
2013, also recently departed leaving the interim assistant finance
director as head of the Finance Department. Such turnover raises
concerns about continuity of operations.

RDA CASH FLOW TIMING ISSUES

The city's RDA continues to face cash flow issues resulting from
dissolution legislation that resulted in its inability to fully
pay both its tax allocation bonds and its LRBs on a timely basis.
Management fully paid the LRBs from tax increment, necessitating a
$564,000 draw from the TAB's DSRF, which was subsequently
replenished. However, AB 1X 26 states that TABs have a lien on tax
increment revenues that is senior to all other debts of the
agency. If the city has begun paying its TABs on such a basis,
then there would have been insufficient tax increment to pay debt
service on the LRBs, necessitating that the city find an alternate
source of liquidity or draw on the LRB DSRF.

As expected, the city provided a cash flow loan to ensure that
both the LRBs and the TABs were fully paid from tax increment in
fiscal 2013. This loan was approved for repayment from the next
succeeding tax increment receipts by the state Department of
Finance. Approximately $4.3 million in tax increment was received
in fiscal year 2013 to pay less than $2 million in debt service on
the TABs. Management expects that the city will receive enough tax
increment on a go forward basis to pay debt service on the 2007
TABs. However, management stated its commitment to continued
short-term cash flow loans as long as necessary.

UTILITY FUND LEASE PAYMENTS

The city remains vulnerable to thin water system operating margins
and may have to subsidize water obligations in the future. Under a
sublease agreement related to the 2010 lease revenue bonds, the
water fund and sewer fund are to make payments to the general fund
of $200,000 and $300,000 annually. The water fund is also required
to make debt service payments on $17 million refunding revenue
bonds, series 2006. In addition, under an $18.4 million capital
lease agreement, the water fund is obligated to make annual lease
payments to the general fund subject to the availability of
surplus revenues.

Water fund financial performance appears to be weak with debt
service coverage on the 2006 revenue bonds hovering around 1.0x
for the last five years and liquidity that has declined over the
last several years to $1.5 million in fiscal 2012 (or 416 days
cash on hand). The sewer fund does not have any debt and its
liquidity has increased to $6.5 million (about 1,000 days). As
such, the sewer system appears able to continue to make their
portion of the 2010 lease payments, while Fitch remains concerned
about the water fund's ability to make such payments.

LOCAL ECONOMY STILL WEAK, BUT TAX BASE REMAINS RESILIENT

The local economy remains weak, though some economic indicators
are improving. The April unemployment rate was high at 11.5%,
though down from 13% year over year due to strong employment
growth. Household income levels are low at 68% and 79% of state
and national averages, respectively. The 22% local poverty rate
exceeds the county and state averages of 16.3% and 14.4%,
respectively. The economy's bright spot is its mature tax base,
which fell only 2.1% during the downturn, and has since posted two
years of modest gains. The tax base contains minimal concentration
among its top 10 taxpayers, which make up 6.6% of AV.

MODERATE DEBT; RISING PENSION COSTS

The city's debt burden is moderate at $2,340 per capita, or 4.5%
of AV. Carrying costs (debt service, pension costs, and OPEB
contributions), are moderate at 19.2%. The city's carrying costs
could become a pressure point as escalating pension rates may
begin to outstrip growth in related pension tax revenues.


ENDICOTT INTERCONNECT: CRO Appeared at 341 Creditors' Meeting
-------------------------------------------------------------
Stephen Reilly, writing for StarGazette.com, reports that the
first meeting of creditors of Endicott Interconnect Technologies
Inc., following the Company's Chapter 11 bankruptcy filing was
held Thursday morning.

At the meeting, the report relates, Endicott's Chief Restructuring
Officer David Van Rossum and a bankruptcy attorney representing
Endicott answered for more than an hour questions posed by U.S.
Trustee's Office trial attorney Erin P. Champion about the
company's financial downturn and future prospects.

According to the report, the CRO disclosed that:

     -- Endicott has cut its workforce from 1,170 to 570 since
        January 2012 and has not been profitable since 2008;

     -- To stay afloat after its last profitable year in 2008,
        Endicott asked its vendors and suppliers to participate in
        a restructuring activity; the Company received millions of
        dollars in loans in order to continue operating.

The report notes much of the discussion concerned the intricate
details of several loans totaling $16 million, and payments
totaling about $18 million, that involved company insiders in the
months before Endicott's bankruptcy petition.

The first meeting of creditors represents the first -- and
sometimes only -- opportunity for a debtor's creditors to ask
company officials questions under oath.

According to the report, New York City-based attorney David J.
Kozlowski -- david.kozlowski@arentfox.com -- represents the
creditors' committee.  He participated by teleconference but asked
few questions.

                    About Endicott Interconnect

Endicott Interconnect Technologies Inc., filed a Chapter 11
petition (Bankr. N.D.N.Y. Case No. 13-61156) in Utica, New
York, on July 10, 2013, to sell the business before cash runs out
by the end of September.

Based in Endicott, New York, and formed in 2002, EIT is the
successor to the microelectronics division of IBM Corp.  The
products are used in aerospace, defense and medication
applications, among others.

The company sought Chapter 11 bankruptcy protection after
suffering $100 million in operating losses in the last four years.
In addition to $16 million in secured claims, trade suppliers are
owed $34 million.  There is another $32 million owing for loans
made by shareholders.  The company said the book value of property
is $36 million.

Judge Diane Davis oversees the case.  Stephen A. Donato, Esq., at
Bond, Schoeneck & King, PLLC, serves as bankruptcy counsel.  In
its petition, the Debtor estimated $10 million to $50 million in
both assets and debts.  The petition was signed by David W. Van
Rossum, chief restructuring officer.


ERIC'SONS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Eric'sons
        574C Industrial Way North
        Dallas, GA 30132

Bankruptcy Case No.: 13-42273

Chapter 11 Petition Date: August 7, 2013

Court: United States Bankruptcy Court
       Northern District of Georgia (Rome)

Judge: Mary Grace Diehl

Debtor's Counsel: Paul Reece Marr, Esq.
                  PAUL REECE MARR, P.C.
                  300 Galleria Parkway, N.W., Suite 960
                  Atlanta, GA 30339
                  Tel: (770) 984-2255
                  Fax: (770) 984-0044
                  E-mail: paul@paulmarr.com

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

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

A copy of the Company's list of its 20 largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/ganb13-42273.pdf

The petition was signed by Anthony J. Finn, secretary.


EXCEL MARITIME: Units Allowed to Tap $500,000 from Credit Suisse
----------------------------------------------------------------
Judge Robert Drain of the U.S. Bankruptcy Court for the Southern
District of New York authorized Debtors Minta Holding S.A. and
Odell International S.A., to obtain secured superpriority
postpetition financing of $500,000 from Credit Suisse AG.

The financing will be used to pay postpetition operating expenses
of and restructuring costs of the Debtors, including the DIP
Lender's costs, to the extent that those operating expenses and
restructuring costs are in excess of the Debtors' operating
revenue.

The obligations of the Debtors under the DIP Agreement will have
priority over any and all administrative expenses of the kind
specified in Sections 503(b) and 507(b) of the Bankruptcy Code,
and over any and all administrative expenses or other claims under
Sections 105, 326, 328, 330, 331, 506(c), 507(a) or 726 of the
Bankruptcy Code.

As security for the Debtors' DIP Obligations, the DIP Lender is
granted a perfected second priority senior security interest in
and lien upon all pre- and post-petition property of the Debtors.

                       About Excel Maritime

Based in Athens, Greece, Excel Maritime Carriers Ltd. --
http://www.excelmaritime.com/-- is an owner and operator of dry
bulk carriers and a provider of worldwide seaborne transportation
services for dry bulk cargoes, such as iron ore, coal and grains,
as well as bauxite, fertilizers and steel products.  Excel owns a
fleet of 40 vessels and, together with 7 Panamax vessels under
bareboat charters, operates 47 vessels (5 Capesize, 14 Kamsarmax,
21 Panamax, 2 Supramax and 5 Handymax vessels) with a total
carrying capacity of approximately 3.9 million DWT.  Excel Class A
common shares have been listed since Sept. 15, 2005, on the New
York Stock Exchange (NYSE) under the symbol EXM and, prior to that
date, were listed on the American Stock Exchange (AMEX) since
1998.

The company blamed financial problems on low charter rates.

The balance sheet for December 2011 had assets of $2.72 billion
and liabilities totaling $1.16 billion.  Excel owes $771 million
to secured lenders with liens on almost all assets.  There is $150
million owing on 1.875 percent unsecured convertible notes.

Excel Maritime, filed a Chapter 11 petition (Bankr. S.D.N.Y. Case
No. 13-bk- 23060) on July 1, 2013, in New York after signing an
agreement where secured lenders owed $771 million support a
reorganization plan filed alongside the petition.

Excel, which sought bankruptcy with a number of affiliates, has
tapped Skadden, Arps, Slate, Meagher & Flom LLP, as counsel;
Miller Buckfire & Co. LLC, as investment banker; and Global
Maritime Partners Inc., as financial advisor.

A five-member official committee of unsecured creditors was
appointed by the U.S. Trustee.


EXCEL MARITIME: Has Authority to Use Cash Collateral Until Nov. 29
------------------------------------------------------------------
Excel Maritime Carriers LTD., et al., received final authority
from Judge Robert Drain of the U.S. Bankruptcy Court for the
Southern District of New York to use cash collateral securing
their prepetition indebtedness and grant adequate protection to
their prepetition lenders.

The Debtors' authorization to use Cash Collateral will
automatically terminate on the earlier of: (x) the occurrence of a
Termination Event or (y) November 29, 2013, unless extended by
order of the Court.

As adequate protection, the prepetition lenders are granted
allowed senior administrative expense claims, replacement liens on
prepetition collateral, liens on unencumbered property, and junior
liens, all subject to a carve-out, which includes fees payable to
bankruptcy professionals and fees payable to the U.S. Trustee and
the Clerk of Court.

The Court overruled the objection raised by the Official Committee
of Unsecured Creditors, which complained that the terms of the
cash collateral motion, including the form of adequate protection,
are excessive and over-reaching for the benefit of the Lenders.
The Committee also complained that the cash collateral will be
used to fund the prosecution of a pre-negotiated Chapter 11 plan
supported by the Lenders that is both inappropriate and
unconfirmable as a matter of law.

Wilmington Trust (London), Ltd. in its capacity as agent, and the
Steering Committee for the lenders under under the US$1.4 billion
Senior Secured Credit Facility dated as of April 14, 2008,
maintained that the adequate protection provisions, including the
liens, payments and benchmarks, are reasonable in light of the
projected diminution of the Lenders' cash collateral in the
approximate amount of $26 million, $13 million net of payments to
the Lenders or the Agent's professionals.

A full-text copy of the Final Cash Collateral Order and 13-week
cash flow budget is available for free at:

     http://bankrupt.com/misc/EXCELMARITIMEcashcolord0806.pdf

The Committee's proposed counsel are Michael S. Stamer, Esq., Sean
E. O'Donnell, Esq., and Sunny Gulati, Esq., at AKIN GUMP STRAUSS
HAUER & FELD LLP, in New York; and Sarah Link Schultz, Esq., at
AKIN GUMP STRAUSS HAUER & FELD LLP, in Dallas, Texas.

The Agent and the Steering Committee for the Senior Lenders are
represented by John J. Monaghan, Esq., at HOLLAND & KNIGHT, LLP,
in Boston, Massachusetts; and Jovi Tenev, Esq., Arthur E.
Rosenberg, Esq., and Barbra R. Parlin, Esq., at HOLLAND & KNIGHT,
LLP, in New York.

                       About Excel Maritime

Based in Athens, Greece, Excel Maritime Carriers Ltd. --
http://www.excelmaritime.com/-- is an owner and operator of dry
bulk carriers and a provider of worldwide seaborne transportation
services for dry bulk cargoes, such as iron ore, coal and grains,
as well as bauxite, fertilizers and steel products.  Excel owns a
fleet of 40 vessels and, together with 7 Panamax vessels under
bareboat charters, operates 47 vessels (5 Capesize, 14 Kamsarmax,
21 Panamax, 2 Supramax and 5 Handymax vessels) with a total
carrying capacity of approximately 3.9 million DWT.  Excel Class A
common shares have been listed since Sept. 15, 2005, on the New
York Stock Exchange (NYSE) under the symbol EXM and, prior to that
date, were listed on the American Stock Exchange (AMEX) since
1998.

The company blamed financial problems on low charter rates.

The balance sheet for December 2011 had assets of $2.72 billion
and liabilities totaling $1.16 billion.  Excel owes $771 million
to secured lenders with liens on almost all assets.  There is $150
million owing on 1.875 percent unsecured convertible notes.

Excel Maritime, filed a Chapter 11 petition (Bankr. S.D.N.Y. Case
No. 13-bk- 23060) on July 1, 2013, in New York after signing an
agreement where secured lenders owed $771 million support a
reorganization plan filed alongside the petition.

Excel, which sought bankruptcy with a number of affiliates, has
tapped Skadden, Arps, Slate, Meagher & Flom LLP, as counsel;
Miller Buckfire & Co. LLC, as investment banker; and Global
Maritime Partners Inc., as financial advisor.

A five-member official committee of unsecured creditors was
appointed by the U.S. Trustee.


EXCEL MARITIME: Employs Skadden Arps as Lead Bankruptcy Counsel
---------------------------------------------------------------
Excel Maritime Carriers LTD., et al., sought and obtained
authority from the U.S. Bankruptcy Court for the Southern District
of New York to employ Skadden, Arps, Slate, Meagher & Flom LLP as
counsel, to be paid the following hourly rates: partner at $825 to
1,150, counsel at 795 to 895 and associate at 360 to 755.

                       About Excel Maritime

Based in Athens, Greece, Excel Maritime Carriers Ltd. --
http://www.excelmaritime.com/-- is an owner and operator of dry
bulk carriers and a provider of worldwide seaborne transportation
services for dry bulk cargoes, such as iron ore, coal and grains,
as well as bauxite, fertilizers and steel products.  Excel owns a
fleet of 40 vessels and, together with 7 Panamax vessels under
bareboat charters, operates 47 vessels (5 Capesize, 14 Kamsarmax,
21 Panamax, 2 Supramax and 5 Handymax vessels) with a total
carrying capacity of approximately 3.9 million DWT.  Excel Class A
common shares have been listed since Sept. 15, 2005, on the New
York Stock Exchange (NYSE) under the symbol EXM and, prior to that
date, were listed on the American Stock Exchange (AMEX) since
1998.

The company blamed financial problems on low charter rates.

The balance sheet for December 2011 had assets of $2.72 billion
and liabilities totaling $1.16 billion.  Excel owes $771 million
to secured lenders with liens on almost all assets.  There is $150
million owing on 1.875 percent unsecured convertible notes.

Excel Maritime, filed a Chapter 11 petition (Bankr. S.D.N.Y. Case
No. 13-bk- 23060) on July 1, 2013, in New York after signing an
agreement where secured lenders owed $771 million support a
reorganization plan filed alongside the petition.

Excel, which sought bankruptcy with a number of affiliates, has
tapped Skadden, Arps, Slate, Meagher & Flom LLP, as counsel;
Miller Buckfire & Co. LLC, as investment banker; and Global
Maritime Partners Inc., as financial advisor.

A five-member official committee of unsecured creditors was
appointed by the U.S. Trustee.


FANNIE MAE: Posts $10.1 Billion Net Income in Second Quarter
------------------------------------------------------------
Federal National Mortgage Association filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q disclosing net income of $10.09 billion on $28.97 billion of
total interest income for the three months ended June 30, 2013, as
compared with net income of $5.11 billion on $33.17 billion of
total interest income for the same period during the prior year.

For the six months ended June 30, 2013, the Company reported net
income of $68.78 billion on $59.15 billion of total net interest
income, as compared with net income of $7.83 billion on $66.95
billion of total interest income for the same period a year ago.

As of June 30, 2013, Fannie Mae had $3.28 trillion in total
assets, $3.26 trillion in total liabilities and $13.24 billion in
total equity.

Fannie Mae reported a strong second quarter in 2013 driven
primarily by continued stable revenues and boosted by a
significant increase in home prices in the quarter, which resulted
in a reduction in the Company's loss reserves.  Year-over-year
improvement was due primarily to 91) gains on Fannie Mae's assets
recorded at fair value in the second quarter of 2013 as a result
of increases in interest rates, compared with fair value losses in
the second quarter of 2012, and 92) an increase in credit-related
income.

"Fannie Mae expects to remain profitable for the foreseeable
future," the Company said in a press release.  "While the company
expects its revenues to be stable and its annual earnings to
remain strong over the next few years, its earnings may vary
significantly from quarter to quarter due to many different
factors, such as changes in interest rates or home prices.  In
addition to dividend payments, the company expects to make
substantial federal income tax payments to Treasury going
forward."

Fannie Mae posted to its Web site a 2013 Second Quarter Credit
Supplement presentation consisting primarily of information about
Fannie Mae's guaranty book of business.  The presentation is
available for free at http://is.gd/N2tBWO

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

                        http://is.gd/vRKOJ7

                         About Fannie Mae

Federal National Mortgage Association, aka Fannie Mae, is a
government-sponsored enterprise that was chartered by U.S.
Congress in 1938 to support liquidity, stability and affordability
in the secondary mortgage market, where existing mortgage-related
assets are purchased and sold.

The U.S. Department of the Treasury owns Fannie Mae's senior
preferred stock and a warrant to purchase 79.9 percent of its
common stock, and Treasury has made a commitment under a senior
preferred stock purchase agreement to provide Fannie with funds
under specified conditions to maintain a positive net worth.

                          Conservatorship

Fannie Mae has operated under the conservatorship of the Federal
Housing Finance Agency since Sept. 6, 2008.  Fannie Mae has not
received funds from Treasury since the first quarter of 2012.  The
funding the company has received under the senior preferred stock
purchase agreement with the U.S. Treasury has provided the company
with the capital and liquidity needed to maintain its ability to
fulfill its mission of providing liquidity and support to the
nation's housing finance markets and to avoid a trigger of
mandatory receivership under the Federal Housing Finance
Regulatory Reform Act of 2008.  For periods through March 31,
2013, Fannie Mae has requested cumulative draws totaling $116.1
billion.  Under the senior preferred stock purchase agreement, the
payment of dividends cannot be used to offset prior Treasury
draws.  Accordingly, while Fannie Mae has paid $35.6 billion in
dividends to Treasury through March 31, 2013, Treasury still
maintains a liquidation preference of $117.1 billion on the
company's senior preferred stock.

In August 2012, the terms governing the company's dividend
obligations on the senior preferred stock were amended.  The
amended senior preferred stock purchase agreement does not allow
the company to build a capital reserve.  Beginning in 2013, the
required senior preferred stock dividends each quarter equal the
amount, if any, by which the company's net worth as of the end of
the preceding quarter exceeds an applicable capital reserve
amount.  The applicable capital reserve amount is $3.0 billion for
each quarter of 2013 and will be reduced by $600 million annually
until it reaches zero in 2018.

The amount of remaining funding available to Fannie Mae under the
senior preferred stock purchase agreement with Treasury is
currently $117.6 billion.  Fannie Mae is not permitted to redeem
the senior preferred stock prior to the termination of Treasury's
funding commitment under the senior preferred stock purchase
agreement.


FERRAIOLO CONSTRUCTION: Plan Confirmation Hearing Set for Aug. 21
-----------------------------------------------------------------
Judge Louis H. Kornreich of the U.S. Bankruptcy Court for the
District of Maine has approved the disclosure statement explaining
Ferraiolo Construction Inc.'s Plan of Reorganization, after
finding that the plan outline contains adequate information within
the meaning of Section 1125(b) of the Bankruptcy Code.

A hearing to consider confirmation of the Plan is schedule for
Aug. 21, 2013, at 10 a.m.  Objections are due Aug. 19.

The thrust of the Debtor's Plan is reorganization around a
streamlined business model that sheds unprofitable business assets
and retains core assets and business lines.  To achieve the
Debtor's  goals, to satisfy its prepetition creditors, and to
enable the confirmation of its Plan, the Debtor has liquidated
certain of its assets at an auction to held in June, and under the
Plan, the proceeds of the Auction are to be used to fund payments
to secured, priority, and unsecured creditors, to fund a portion
of the Bonding Deposit, and to provide additional working capital
to the Debtor.  The Debtor will retain certain other assets that
it owns in order to conduct its business, as reorganized.  To the
extent that retained assets are subject to liens in favor of Bank
of Maine, the Debtor will pay and satisfy those liens in the
manner described in the Plan.

The property sold at the Auction included a variety of rolling
stock.  In total, the Auction yielded gross sale proceeds of
approximately $5.04 million.  Of that amount, approximately $2.706
million represents the contract prices from the sale of real
property at the auction and $2.335 million represents proceeds
from the sale of personal property.  From these amounts,
commissions for the auctioneer has been deducted, along with
auction expenses, lien payoffs, and unpaid bids.  After taking
into account these costs, the net proceeds of the auction are
expected to be $2,578,000 from the sale of real property and
approximately $2,037,757 from the sale of personal property.

A full-text copy of the Disclosure Statement, dated July 19, 2013,
is available for free at:

          http://bankrupt.com/misc/FERRAIOLOds0719.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.

The Plan filed in the Debtor's case 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.


FERRAIOLO CONSTRUCTION: Can Use Cash Collateral Until Aug. 21
-------------------------------------------------------------
Judge Louis H. Kornreich of the U.S. Bankruptcy Court for the
District of Maine authorized Ferraiolo Construction Inc., to use
Cash Collateral, from August 3, 2013, through the close of
business on August 21, 2013.

As adequate protection for Bank of Maine's interests in property
of the estate, the Debtor will continue to make payments to BOM in
the amount of $10,500 per month.  As further adequate protection
for BOM, the Debtor will escrow the sum of $14,500.  BOM is also
granted a replacement lien in all assets of the Debtor, which lien
will not be subject to any lien which is avoided and which would
otherwise be preserved for the benefit of the Debtor's estate
under Section 551 of the Bankruptcy Code.  As further adequate
protection, the Debtor will pay all future real estate taxes on
real estate that the Debtor proposes to retain under the Plan
Support Agreement.

A full-text copy of the Cash Collateral Order with accompanying
Budget is available for free at:

         http://bankrupt.com/misc/FERRAIOLOcashcol0724.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.

The Plan filed in the Debtor's case 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.


FERRAIOLO CONSTRUCTION: Can Employ Hichar & Luca as Accountants
---------------------------------------------------------------
Ferraiolo Construction, Inc., sought and obtained approval from
the U.S. Bankruptcy Court for the District of Maine to employ
Hichar & Luca, Inc., and Thomas F. Huchar, C.P.A., M.S.T., to
provide accounting services to the Debtor.

The professional services Hichar will render include, without
limitation, the following:

  a. Preparation of the Debtor's 2012 state and federal tax
     returns, in addition to any other filings necessary to the
     Debtor;

  b. Preparation of a review of the Debtor's 2012 financial
     statements; and

  c. Advising Debtor and bankruptcy counsel on tax and accounting
     procedures and strategies that will best benefit the Debtor
     and the estate.

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

As compensation for its services, Hichar will be charging a total
fee of $21,000 -- $12,000 for preparation of the Debtor's 2012
federal and state tax returns and $9,000 to conduct the review of
the Debtor's financial statements.

                   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.  Attorneys at
Marcus, Clegg & Mistretta, P.A., serve 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
official Committee of Unsecured Creditors.


FLAMINGO PRODUCTS: Disposable Tableware Distributor Files Ch.11
---------------------------------------------------------------
Paul Brinkmann, writing for South Florida Business Journal,
reports that Flamingo Products of South Florida has filed for
Chapter 11 bankruptcy, citing $7.9 million in debt and $1.1
million in assets.  A related company, Flamingo Realty Holdings,
also filed for Chapter 11, citing about $1.7 million in assets and
$648,000 in debt.

Flamingo describes itself as a distributor into Latin America and
the Caribbean regions, mostly for disposable tableware --
placemats, cups, plates and napkins.

The report says company president Tonny Aria signed the bankruptcy
petition.  Flamingo is represented by Diego Mendez, Esq., in
Miami.


GIBRALTAR KENTUCKY: Creditor Seeks Appointment of Ch. 11 Trustee
----------------------------------------------------------------
Kentucky Central Energy Partners, Inc., a creditor of Gibraltar
Kentucky Development, LLC, asks the U.S. Bankruptcy Court for the
Southern District of Florida, West Palm Division, to appoint a
trustee for the Debtor's Chapter 11 case, asserting that absent
the appointment of an independent fiduciary, the creditors of the
estate are placed into the quandary of relying on the same
individuals that have mismanaged and behaved dishonestly if the
management of the Debtor remains in control and a full, complete
and independent investigation as to the acts and conduct of the
Debtor cannot take place.

The Trustee, according to KCEP, would be in a position to
accomplish what is required in the Debtors' case: (a) conduct an
investigation into the history of the Debtor; (b) determine if a
plan of reorganization can be formulated of the Debtor's assets in
conformance with the best interests of the Debtor's estate and the
creditors, or (c) conduct a sale of the Debtor's assets in
conformance with the best interests of the Debtor's estate and its
constituents.

Billie Tarnove, Esq. -- tarnoveb@comcast.net -- in Fort
Lauderdale, Florida, represents KCEP.

A hearing on KCEP's motion is scheduled for Aug. 29, 2013, at
01:30 PM.

                     About Gibraltar Kentucky

Gibraltar Kentucky Development, LLC, filed a Chapter 11 bankruptcy
petition (Bankr. S.D. Fla. Case No. 12-13289) on Feb. 10, 2012, in
West Palm Beach, Florida.  Palm Beach Gardens-based Gibraltar
Kentucky says that it is not a small business debtor under 11
U.S.C. Sec. 101(51D).  Documents attached to the petition indicate
that McCaugh Energy LLC owns 42.15% of the "fee simple"
securities.

Headquartered in Palm Beach Gardens, Florida, Gibraltar Kentucky
is a coal, gas and oil development and mining operation with
holdings and reserves in excess of $100 million.  The Company
owns approximately 500 acres in Lawrence County Kentucky that has
eighty plus old oil wells with production facilities.  The Company
also has oil and gas leases in several counties in Kentucky
together with mineral interests in coal reserves.

Judge Erik P. Kimball presides over the case.  The Debtor
disclosed $175,395,449 in assets and $1,193,516 in liabilities as
of the Chapter 11 filing.  The petition was signed by Bill Boyd,
as manager.

Steven R. Turner, Trustee for Region 21, has informed the Court
that, until further notice, he will not appoint a committee of
creditors.

David L. Merrill, Esq., and K. Drake Ozment, Esq., at Ozment
Merrill, in West Palm Beach, Fla.; and Tina M. Talarchyk, Esq., at
The Talarchyk Firm, in Palm Beach, Florida, serve as counsel to
the Debtor.


GREEN MOUNTAIN: S&P Raises Corporate Credit Rating to 'BB-'
-----------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Waterbury, Vt.-based GreenMountain Coffee Roasters Inc.
to 'BB-' from 'B+'.  S&P also raised the issue-level ratings on
the company's senior secured credit facilities to 'BB+' from 'BB'.
The recovery rating remains '1', indicating S&P's expectations for
very high (90% to 100%) recovery in the event of a payment
default.

"The upgrade on Green Mountain Coffee Roasters Inc. reflects our
view of the company's improved and sustained positive cash flows,
continued deleveraging during the past few years, and improved
accounting and governance," said Standard & Poor's credit analyst
Bea Chiem.

In S&P's view, the company has provided greater transparency into
its capital expenditure plans, has created a strategy for
addressing increasing competition, and has maintained revenue
growth, despite the increased competition following its patent
expiration in September 2012.  Taken together, S&P believes recent
actions and results adequately addresses its concerns about the
company's ability to sustain positive free operating cash flow,
remedy deficiencies in accounting and governance practices and
processes, and the near-term impact of increased private-label
competition.

S&P estimates that as of June 29, 2013, the company had roughly
$377 million in adjusted debt outstanding.


HAAS ENVIRONMENTAL: Has Until Aug. 20 to Use Cash Collateral
------------------------------------------------------------
Haas Environmental, Inc., obtained Court approval to use cash
collateral on an interim basis until Aug. 20, 2013.

The Debtor said it does not have sufficient unencumbered cash or
other assets with which to continue to operate its business in
Chapter 11.  The Debtor requires immediate authority to use cash
collateral as defined herein in order to continue its business
operations without interruption toward the objective of
formulating an effective plan of reorganization.

The Debtor believes that Peoples United Equipment Finance Corp. --
which is owed $3.21 million -- holds a first position lien
against, inter alia, the Debtor's accounts, and several of the
Debtor's pieces of equipment and vehicles.  The Debtor believes
that Commercial Credit Group, owed $2.48 million, holds a second
position lien against, inter alia, the Debtor's accounts, and a
first lien position against several of the Debtor's pieces of
equipment and vehicles. The Debtor believes that Sovereign, owed
$784,000 holds a third position lien against, inter alia, the
Debtor's accounts.

As adequate protection for use of the cash collateral, Peoples,
Commercial Credit, and Sovereign are granted, among other things,
replacement liens.  Commercial Credit and Peoples consent to a
Carve out from the Debtor's cash in the total amount of $25,000 to
pay allowed fees and expenses for attorneys and accountants
engaged by the Debtor pursuant to a Court order.

Haas Environmental, Inc., filed a Chapter 11 petition (Bankr.
D.N.J. Case No. 13-27297) in Trenton, New Jersey on Aug. 6, 2013.
Jerrold N. Poslusny, Jr., Esq., at Cozen O'Connor, serves as
counsel.  The Debtor estimated assets and debt of $10 million to
$50 million.


HAAS ENVIRONMENTAL: Proposes Cozen O'Connor as Counsel
------------------------------------------------------
Haas Environmental, Inc., seeks Court approval to employ Cozen
O'Connor, PC, as attorneys.

The firm has been selected because of its experience and knowledge
in the field of debtors' and creditors' rights and business
reorganizations.

The attorneys and assistants who will be primarily responsible for
the representation of the Debtor are:

     Professional              Position   Hourly Rate
     ------------              --------   -----------
     Arthur J. Abramowitz      Member        $650
     Jerrold N. Poslusny, Jr.  Member        $475
     Debbie Reyes              Paralegal     $250

Haas Environmental, Inc., filed a Chapter 11 petition (Bankr.
D.N.J. Case No. 13-27297) in Trenton, New Jersey on Aug. 6, 2013.
Jerrold N. Poslusny, Jr., Esq., at Cozen O'Connor, serves as
counsel.  The Debtor estimated assets and debt of $10 million to
$50 million.


HALLWOOD GROUP: Posts Net Loss of $357,000 in Second Qtr. 2013
--------------------------------------------------------------
The Hallwood Group Incorporated on Aug. 14reported results for the
second quarter ended June 30, 2013.

For the second quarter of 2013, the Company had a net loss of
$357,000, or $(0.23) per share, compared to a net loss of $1.2
million, or $(0.80) per share for the 2012 second quarter, on
revenue of $32.5 million and $37.2 million, respectively.  For the
six months ended June 30, 2013, the net loss was $1.7 million, or
$(1.12) per share, compared to a net loss of $10.8 million, or
$(7.07) per share, for the same period in 2012 on revenue of $63.8
million and $73.1 million, respectively.

Following is a comparison of results for the 2013 and 2012
periods:

Operating Income (Loss). The operating income (loss) for the 2013
and 2012 second quarters was $41,000 and $(1.8) million,
respectively.  The operating income (loss) for the six months
ended June 30, 2013 and 2012 was $(1.1) million and $(16.2)
million, respectively.  As previously disclosed, the 2012 first
quarter results included a $13.2 million litigation charge as a
result of the decision issued by the United States District Court
on April 24, 2012 in which it entered a final judgment
substantially adopting the proposed findings that the Bankruptcy
Court issued in July 2011 in the Adversary Proceeding.

The Company operates its principal business in the textile
products industry through its wholly owned subsidiary, Brookwood
Companies Incorporated.  Brookwood's textile products sales of
$32,484,000 decreased by $4,698,000, or 12.6%, in the 2013 second
quarter, compared to $37,182,000 for the same period in 2012.
Sales for the six month period ended June 30, 2013 of $63,767,000
decreased by $9,294,000, or 12.7%, compared to $73,061,000 for the
same period in 2012.  The decreases in 2013 were principally due
to reduced sales of specialty fabric to U.S. military contractors
as a result of decreases in orders from the military to
Brookwood's customers.

Military sales accounted for $16,388,000 and $32,102,000 in the
2013 second quarter and six month period ended June 30, 2013,
respectively, compared to $19,556,000 and $41,231,000 for the same
periods in 2012.  The military sales represented 50.5% and 52.6%
of Brookwood's net sales in the 2013 and 2012 second quarters,
respectively, and 50.3% and 56.4% in the 2013 and 2012 six month
periods, respectively.

Additionally, the results included costs and expenses incurred by
the Company and Brookwood in the Hallwood Energy and Nextec
litigation matters totaling $212,000 and $1,770,000 for the 2013
and 2012 second quarters, respectively, and $272,000 and
$3,540,000 for the 2013 and 2012 six month periods, respectively.
These legal matters are more fully described in the Company's
quarterly report on Form 10-Q for the quarter ended June 30, 2013.

Other Income (Expense). Other income (expense) principally
consists of interest expense, along with interest and other
income.  Other income (loss) was $(89,000) and $(282,000) in the
2013 second quarter and six month periods, respectively, compared
to $(111,000) and $(135,000) for the 2012 second quarter and six
month periods.  The interest expense component relates to the
Company's loan with Hallwood Family (BVI), L.P., which was entered
into in May 2012, and Brookwood's revolving credit facility.

Income Tax Expense (Benefit). For the 2013 second quarter, the
income tax expense was $309,000, which included federal income
taxes of $265,000 and state tax expense of $44,000.  For the six
months ended June 30, 2013, the income tax expense was $316,000,
which included federal deferred income taxes of $265,000 and state
tax expense of $51,000.  The Company recorded no federal tax
benefit for the six months ended June 30, 2013 since the deferred
tax asset resulting from the estimated tax loss for the same
period in the amount of $496,000 was offset by a full valuation
allowance.  The federal current tax expense in the second quarter
of 2013 and six month period ended June 30, 2013 of $265,000 is
attributable to the receipt of federal tax refund of $4,305,000,
compared to the estimated refund amount of $4,570,000 reported at
December 31, 2012.

For the 2012 second quarter, income tax benefit was $0.7 million,
which included a $1.0 million current federal tax expense, a $1.7
million noncash deferred federal tax benefit, and an $22,000 state
tax benefit.  For the six months ended June 30, 2012, the income
tax benefit was $5.6 million, which included a current federal tax
benefit of $8,000, a noncash $5.6 million deferred federal tax
benefit and a state tax benefit of $11,000.

                      About Hallwood Group

Dallas, Texas-based The Hallwood Group Incorporated (NYSE MKT:
HWG) operates as a holding company.  The Company operates its
principal business in the textile products industry through its
wholly owned subsidiary, Brookwood Companies Incorporated.

Brookwood is an integrated textile firm that develops and produces
innovative fabrics and related products through specialized
finishing, treating and coating processes.

Prior to October 2009, The Hallwood Group Incorporated held an
investment in Hallwood Energy, L.P. ("Hallwood Energy").  Hallwood
Energy was a privately held independent oil and gas limited
partnership and operated as an upstream energy company engaged in
the acquisition, development, exploration, production, and sale of
hydrocarbons, with a primary focus on natural gas assets.  The
Company accounted for the investment in Hallwood Energy using the
equity method of accounting.  Hallwood Energy filed for bankruptcy
in March 2009.  In connection with the confirmation of Hallwood
Energy's bankruptcy in October 2009, the Company's ownership
interest in Hallwood Energy was extinguished and the Company no
longer accounts for the investment in Hallwood Energy using the
equity method of accounting.

Hallwood Group incurred a net loss of $17.94 million in 2012, as
compared with a net loss of $6.33 million in 2011.  The Company's
balance sheet at March 31, 2013, showed $70.82 million in total
assets, $30.97 million in total liabilities and $39.85 million in
total stockholders' equity.

Deloitte & Touche LLP, in Dallas, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that
the Company is dependent on its subsidiary to receive the cash
necessary to fund its ongoing operations and obligations.  It is
uncertain whether the subsidiary will be able to make payment of
dividends to its fund ongoing operations.  These conditions raise
substantial doubt about its ability to continue as a going
concern.


HANDY HARDWARE: 2nd Amended Plan Declared Effective
---------------------------------------------------
Handy Hardware Wholesale, Inc., notified the U.S. Bankruptcy Court
for the District of Delaware that the Effective Date of the
Modified Second Amended Plan of Reorganization occurred on Aug. 5,
2013.

                      About Handy Hardware

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

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

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

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

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


HARDWOOD SUPPLY: Files Chapter 11 Bankruptcy in Wichita
-------------------------------------------------------
Hardwood Supply and affiliates Hardwood Cabinets LLC, Hardwood
Manufacturing LLC, Hardwood Millwork and Supply LLC and their
holding company, WK Holdings, declared Chapter 11 bankruptcy by
filing voluntary petitions with the U.S. Bankruptcy Court in
Wichita.

Hardwood Supply disclosed debts of more than $6.7 million.

Dan Voorhis, writing for The Wichita Eagle, reports that Hardwood
Supply makes hardwood trim for the regional home construction
industry and has struggled for several years with large debts.
The report relates a representative of the companies said the
businesses are fundamentally sound, but that they were hobbled by
large debts incurred from a cabinet-making operation and wholesale
lumber yard, both of which they no longer own.  Hardwood and the
associated companies expect to get a new loan and emerge from
bankruptcy in the next two months, the representative said.

The report says the companies' biggest creditors are three banks:
Midland National of Newton, owed more than $3 million; First Bank
of Newton, owed more than $1.3 million; and Kanza Bank of Kingman,
for which the amount owed is not listed in the bankruptcy filings.
The city of Burrton and the Kansas Department of Commerce are also
major creditors. In 2010, the state, via the city of Burrton,
extended the company a $490,000 loan to keep it operating.
According to the bankruptcy filing, the company still owes
$477,000.


HAWKER BEECHCRAFT: 10th Cir. Affirms Dismissal of Nyanjom Claim
---------------------------------------------------------------
The United States Court of Appeals, Tenth Circuit, affirmed the
district court order dismissing Harold M. Nyanjom's employment
discrimination suit against his former employer, Hawker
Beechcraft, Inc., based on the confirmation of Hawker's plan of
reorganization.  Circuit Judge Michael R. Murphy, who penned the
decision, held that, as noted by Hawker, there is nothing in the
district court's order that interferes in any way with proceedings
to liquidate Mr. Nyanjom's claim now occurring before U.S.
District Court Judge Julie Robinson in the District of Kansas.

The case is, HAROLD M. NYANJOM, Plaintiff-Appellant, v. HAWKER
BEECHCRAFT, INC., Defendant-Appellee, No. 13-3113 (10th Cir.).  A
copy of the Tenth Circuit's Order and Judgment is available at
http://is.gd/KbYkgzfrom Leagle.com.

                      About Hawker Beechcraft

Hawker Beechcraft Acquisition Company, LLC, headquartered in
Wichita, Kansas, manufactures business jets, turboprops and piston
aircraft for corporations, governments and individuals worldwide.

Hawker Beechcraft reported a net loss of $631.90 million on
$2.43 billion of sales in 2011, compared with a net loss of
$304.30 million on $2.80 billion of sales in 2010.

Hawker Beechcraft Inc. and 17 affiliates filed for Chapter 11
reorganization (Bankr. S.D.N.Y. Lead Case No. 12-11873) on May 3,
2012, having already negotiated a plan that eliminates $2.5
billion in debt and $125 million of annual cash interest expense.

The plan will give 81.9% of the new stock to holders of $1.83
billion of secured debt, while 18.9% of the new shares are for
unsecured creditors.  The proposal has support from 68% of secured
creditors and holders of 72.5% of the senior unsecured notes.

Hawker is 49%-owned by affiliates of Goldman Sachs Group Inc. and
49%-owned by Onex Corp.  The Company's balance sheet at Dec. 31,
2011, showed $2.77 billion in total assets, $3.73 billion in total
liabilities and a $956.90 million total deficit.  Other claims
include pensions underfunded by $493 million.

Hawker's legal representative is Kirkland & Ellis LLP, its
financial advisor is Perella Weinberg Partners LP and its
restructuring advisor is Alvarez & Marsal.  Epiq Bankruptcy
Solutions LLC is the claims and notice agent.

Sidley Austin LLP serves as legal counsel and Houlihan Lokey
Howard & Zukin Capital Inc. serves as financial advisor to the DIP
Agent and the Prepetition Agent.

Wachtell, Lipton, Rosen & Katz represents an ad hoc committee of
senior secured prepetition lenders holding 70% of the loans.

Milbank, Tweed, Hadley & McCloy LLP represents an ad hoc committee
of holders of the 8.500% Senior Fixed Rate Notes due 2015 and
8.875%/9.625% Senior PIK Election Notes due 2015 issued by Hawker
Beechcraft Acquisition Company LLC and Hawker Beechcraft Notes
Company.  The members of the Ad Hoc Committee -- GSO Capital
Partners, L.P. and Tennenbaum Capital Partners, LLC -- hold claims
or manage accounts that hold claims against the Debtors' estates
arising from the purchase of the Senior Notes.  Deutsche Bank
National Trust Company, the indenture trustee for senior fixed
rate notes and the senior PIK-election notes, is represented by
Foley & Lardner LLP.

An Official Committee of Unsecured Creditors appointed in the case
has selected Daniel H. Golden, Esq., and the law firm of Akin Gump
Strauss Hauer & Feld LLP as legal counsel.  The Committee's
financial advisor is FTI Consulting, Inc.

On June 30, 2012, Hawker filed its Plan, which proposed to
eliminate $2.5 billion in debt and $125 million of annual cash
interest expense.  The plan would give 81.9% of the new stock to
holders of $1.83 billion of secured debt, while 18.9% of the new
shares are for unsecured creditors.  The proposal has support from
68% of secured creditors and holders of 72.5% of the senior
unsecured notes.

In July 2012, Hawker disclosed it was in exclusive talks with
China's Superior Aviation Beijing Co. for the purchase of Hawker's
corporate jet and propeller plane operations out of bankruptcy for
$1.79 billion.

In October 2012, Hawker unveiled that those talks have collapsed
amid concerns a deal with Superior wouldn't pass muster with a
U.S. government panel and other cross-cultural complications.
Sources told The Wall Street Journal that Superior encountered
difficulties separating Hawker's defense business from those units
in a way that would make both sides comfortable the deal would get
U.S. government clearance.  The sources told WSJ the defense
operations were integrated in various ways with Hawker's civilian
businesses, especially the propeller plane unit, in ways that
proved difficult to untangle.

Thereafter, Hawker said it intends to emerge from bankruptcy as an
independent company.  On Oct. 29, 2012, Hawker filed a modified
reorganization plan and disclosure materials.  Hawker said the
plan was supported by the official creditors' committee and by a
"substantial majority" of holders of the senior credit and a
majority of holders of senior notes.  Hawker said it will either
sell or close the jet-manufacturing business.

The revised plan still offers 81.9% of the new stock in return for
$921 million of the $1.83 billion owing on the senior credit.
Unsecured creditors are to receive the remaining 18.9% of the new
stock.  Holders of the senior credit will receive 86% of the new
stock.  The senior credit holders are projected to have a 43.1%
recovery from the plan.  General unsecured creditors' recovery is
a projected 5.7% to 6.3%.  The recovery by holders of $510 million
in senior notes is predicted to be 9.2% to 10%.

Beechcraft Corp., formerly Hawker Beechcraft, on Feb. 19, 2013,
disclosed that it has formally emerged from the Chapter 11 process
as a new company well-positioned to compete vigorously in the
worldwide business aviation, special mission, trainer and light
attack markets.  The company's Joint Plan of Reorganization was
approved by the Bankruptcy Court on Feb. 1, and became effective
on Feb. 15.


HELLER EHRMAN: District Court Won't Reinstate Iris Biotech Claim
----------------------------------------------------------------
Iris Biotechnologies, Inc., took an appeal from the bankruptcy
court's order, dated Nov. 15, 2012, denying Iris's motion to allow
a late filing of a malpractice claim.  Heller Ehrman LLP moved to
strike certain documents that Iris submitted in support of the
appeal.  Pursuant to Civil Local Rule 16-4, the U.S. District
Court for the Northern District of California deems this case
submitted on the papers without oral argument. After review of the
record on appeal, consideration of the parties' papers, and the
relevant legal authority, the District Court grants Heller's
motion to strike and affirms the bankruptcy court's judgment.

The case is IRIS BIOTECHNOLOGIES, INC., Appellant, v. HELLER
EHRMAN LLP, Appellee, No. C 12-06232 JSW (N.D. Calif.).  A copy of
District Judge Jeffrey S. White's Aug. 12, 2013 Order is available
at http://is.gd/b0KPO6from Leagle.com.

Iris Biotechnologies, Inc., is represented by:

          Aron K. Liang, Esq.
          Brian Marcus Schnarr, Esq.
          Joseph W. Cotchett, Esq.
          COTCHETT PITRE & MCCARTHY LLP
          San Francisco Airport Office Ctr
          840 Malcolm Road, Suite 200
          Burlingame, CA 94010
          Tel: 650-697-6000
          Fax: 650-697-0577
          E-mail: aliang@cpmlegal.com
                  bschnarr@cpmlegal.com
                  jcotchett@cpmlegal.com

Heller Ehrman LLP is represented by Marjorie E. Manning, Esq., and
Theodore D. Bolling, Esq., at Bolling, Walter & Gawthrop.

                        About Heller Ehrman

Headquartered in San Francisco, California, Heller Ehrman, LLP
-- http://www.hewm.com/-- was an international law firm of more
than 730 attorneys in 15 offices in the United States, Europe, and
Asia.  Heller Ehrman filed a voluntary Chapter 11 petition (Bankr.
N.D. Cal., Case No. 08-32514) on Dec. 28, 2008.  Members of the
firm's dissolution committee led by Peter J. Benvenutti approved a
plan dated Sept. 26, 2008, to dissolve the firm.  The Hon. Dennis
Montali presides over the case.  Pachulski Stang Ziehl & Jones LLP
assisted the Debtor in its restructuring effort.  The Official
Committee of Unsecured Creditors is represented by Felderstein
Fitzgerald Willoughby & Pascuzzi LLP.  The firm estimated assets
and debts at $50 million to $100 million as of the Petition Date.
According to reports, the firm had roughly $63 million in assets
and 54 employees at the time of its filing.  On Aug. 13, 2010, the
Court confirmed Heller's Joint Plan of Liquidation.


HOLSTED MARKETING: Bankruptcy Court Confirms Reorganization Plan
----------------------------------------------------------------
Holsted Marketing, Inc. on Aug. 14 disclosed that its plan of
reorganization was approved by creditors and confirmed by the
U.S. Bankruptcy Court.  Holsted filed its chapter 11 case on
August 28, 2012.

"With the support of our lenders, our valued business partners and
our employees, we've reorganized operations successfully to better
position ourselves for the opportunity of renewed growth and
profitability," said Victor Benson, Holsted's chairman and chief
executive officer.

Holsted has secured an exit financing facility from Rosenthal &
Rosenthal, Inc., its existing secured lender.

"Before entering the bankruptcy process," Mr. Benson noted, "we
had reduced our overhead by more than 27% and implemented several
steps to cut operating expenses and accelerate revenue generation.
With the cooperation of our suppliers and creditors in general, we
have significantly lowered our debt position and have now been
profitable for the last eight consecutive months.  We believe we
have turned a corner toward more sustained revenue growth and
profitability, which in turn will provide enhanced opportunity for
our business partners.

"Holsted has served its clients for more than four decades,
building businesses and supporting brands," Mr. Benson noted.  "We
look forward to working with our marketing partners to capitalize
upon an improving economic environment and our enhanced operating
systems.  A significant step in that regard was the launch of our
own best-in-class order processing company, Intelligent Solutions
Direct, which currently handles 100% of the Holsted processing
requirements.  ISD is now positioned to engage additional clients,
providing the finest in order processing capability.

"We want to express our enormous appreciation to all the parties
who supported us in this challenging period, and look forward to
those relationships continuing and being prosperous as we move
forward," Mr. Benson concluded.

The Company's bankruptcy counsel is Silverman Acampora, LLP
located in Jericho, N.Y.

                     About Holsted Marketing

Founded in 1971, Holsted Marketing is a New York-based
multichannel direct-marketing company, and has supplied fashion
jewelry and accessories to millions of customers in the United
States, Canada and the United Kingdom.  Holsted's areas of
specialty include direct mail advertising, loyalty programs,
customer retention, reward programs, and database marketing.


JEH COMPANY: Bank Objects to JEH Leasing Cash Collateral Motion
---------------------------------------------------------------
Frost Bank objects to JEH Leasing Company, Inc.'s motion to use s
cash collateral of the equipment lenders (including Frost), citing
that JEH Leasing has no bona fide business operations of its own
and is merely a conduit for equipment to JEH Company.  According
to Frost, JEH Leasing generates no operating revenue.  Frost said:
"It only receives what JEHCO pays it.  JEHCO has neither court
permission nor Frost's consent to make any payments to JEH
Leasing.  All such payments would be Frost's cash collateral."

Frost adds that in the cash collateral motion, JEH Leasing
proposes to make adequate protection payments in the amount of
1.5% of asset value to the equipment lenders to which Frost does
not and will not consent.  "This amount is not sufficient to
adequately protect Frost pursuant to 11 U.S.C. Sec. 361.  The
equipment at issue depreciates much faster than the amount of the
proposed payments and Debtors have no equity in it."

"In addition to the financed equipment, JEH Leasing leases
equipment for JEHCO's use.  JEH Leasing has wholly failed to make
any post-petition lease payments to the equipment lessors in
violation of its debtor in possession obligations," according to
the Bank.

Counsel for Frost Bank can be reached at:

     Linda S. LaRue, Esq.
     Michael J. Quilling, Esq.
     QUILLING, SELANDER, LOWNDS,
     WINSLETT & MOSER, P.C.
     2001 Bryan Street, Suite 1800
     Dallas, TX 75201
     Tel: (214) 871-2100
     Fax: (214) 871-2111

                         About JEH Company

JEH Company, JEH Stallion Station, Inc., and JEH Leasing Company,
Inc. filed bare-bones Chapter 11 petitions (Bankr. N.D. Tex. Case
Nos. 13-42397 to 13-42399) in Ft. Worth, Texas on May 22, 2013.
Mark Joseph Petrocchi, Esq., at Griffith, Jay & Michel, LLP, in
Ft. Worth, serves as counsel to the Debtors.

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

In its schedules, JEH Company disclosed $13,606,753 and
$18,351,290 in liabilities as of the Petition Date.

JEH Stallion Station, Inc., disclosed $364,007 in assets and
$3,982,012 in liabilities as of the Petition Date.

JEH Leasing Company, Inc., disclosed $1,242,187 in assets and
$155,216 in liabilities as of the Petition Date.


JEH COMPANY: Stallion Wants to Use Cash to Pay Trustee Fees
-----------------------------------------------------------
JEH Stallion Station, Inc., asks the U.S. Bankruptcy Court for the
Northern District of Texas for authorization to use cash
collateral to allow payment of the Trustee quarterly fees.
According to papers filed with the Court on July 25, Stallion
related that it has no active operations at "this time", but does
have a small amount of cash with which to pay quarterly fees.

In its response to Stallion's motion, Frost said the extent of
Frost's collateral against the obligations of Stallion are:

1) One (1) 2010 Tigercat M726E Mulcher (Serial No. 726M3614;
Master Lease 100030229097);

2) One (1) 2010 Fecon FGT 902S Mulching Head (Serial No.
9025H291A10; Master Lease 10030229097); and

3) Real property located in Tarrant, Johnson, Weld, and Denton
counties.

"Accordingly, Frost has no interest in Stallion Station's cash
collateral," Frost said.

Frost thus takes no position regarding the relief by Stallion to
use of cash collateral and asks only for such other relief,
general or special, at law or in equity, to which it may be
entitled.

                         About JEH Company

JEH Company, JEH Stallion Station, Inc., and JEH Leasing Company,
Inc. filed bare-bones Chapter 11 petitions (Bankr. N.D. Tex. Case
Nos. 13-42397 to 13-42399) in Ft. Worth, Texas on May 22, 2013.
Mark Joseph Petrocchi, Esq., at Griffith, Jay & Michel, LLP, in
Ft. Worth, serves as counsel to the Debtors.

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

In its schedules, JEH Company disclosed $13,606,753 and
$18,351,290 in liabilities as of the Petition Date.

JEH Stallion Station, Inc., disclosed $364,007 in assets and
$3,982,012 in liabilities as of the Petition Date.

JEH Leasing Company, Inc., disclosed $1,242,187 in assets and
$155,216 in liabilities as of the Petition Date.


JERRY'S NUGGET: U.S. Bank Seeks Appointment of Trustee
------------------------------------------------------
U.S. Bank National Association, a secured creditor, asks the U.S.
Bankruptcy Court for the District of Nevada to employ a trustee in
the bankruptcy case of Jerry's Nugget Inc. and Spartan Gaming LLC
on these grounds:

   A. The Debtors have not fulfilled their fiduciary duties to
      creditors.

   B. The Debtors have been dishonest by failing to disclose
      significant transfers to insiders

   C. The Debtors refuse to pursue valuable fraudulent transfer
      and intercompany claims against insiders.

   D. Current management has grossly mismanaged the Debtors and
      wasted corporate assets.

In the event the Court does not appoint a trustee, U.S. Bank wants
the Court to appoint an examiner.

According to U.S. Bank, the Debtors have consistently demonstrated
from the inception of these cases that they are incapable of or
unwilling to administer their bankruptcy estates for the benefit
of creditors.  Instead of canvassing the marketplace to determine
the fair market value of the Debtors' assets, the Debtors filed a
plan of reorganization which seeks to: (a) allow insiders of the
Debtors to purchase all the equity in the reorganized debtors for
a mere $400,000 without soliciting any other offers; (b) pay
general unsecured creditors potentially less than 10% of the
allowed value of their claims over a 20-year period; (c) force
U.S. Bank to accept a non-market interest rate, interest only
payments, and a covenant free loan; and (d) allow the reorganized
debtors to retain millions of dollars in cash following the
effective date of the plan.

U.S. Bank says the Debtors' plan is not filed in good faith and is
the latest in a long line of improper behavior by the Debtors'
insiders who have sought to advance their own interests to the
detriment of creditors.  The Debtors, U.S. Bank claims, have
failed to disclose insider transactions, flaunted their obligation
to pursue potentially fraudulent or preferential transfers made to
insiders for no consideration, ignored corporate formalities and
insisted that many transactions involving millions of dollars were
based on "oral agreements," and conspired to shuffle all of the
Debtors' assets between insiders through a plan of reorganization
prior to filing bankruptcy.  According to U.S. Bank, this laundry
list of impropriety is contrary to the fundamental fiduciary duty
of a debtor in possession in bankruptcy and proves that the
Debtors should not be allowed to manage their own affairs.

A hearing on the motion is set for Sept. 4, 2013, at 9:30 a.m. at
MKN-Courtroom 2, Foley Federal Bldg.

Attorneys for U.S. Bank can be reached at:

         Jeanette E. McPherson, Esq.
         SCHWARTZER & McPHERSON LAW FIRM
         2850 South Jones Boulevard, Suite 1
         Las Vegas, NV 89146
         Tel: (702) 228-7590
         Fax: (702) 892-0122
         E-mail: jmcpherson@s-mlaw.com

              - and -

         Annette W. Jarvis, Esq.
         Michael F. Thomson, Esq.
         DORSEY &WHITNEY LLP
         136 South Main Street, Suite 1000
         Salt Lake City, UT 84101
         Tel: (801) 933-8945
         Fax: (801) 933-7373
         E-mail: jarvis.annette@dorsey.com
                 thomson.michael@dorsey.com

               About Jerry's Nugget and Spartan Gaming

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

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

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

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

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

The Bankruptcy Court approved on June 28, 2013, the amended
disclosure statement describing the Debtors' Joint Plan.  The
hearing to confirm the Plan is scheduled for Aug. 26, 2013, at
9:30 a.m.


KINBASHA GAMING: Reports Q1 Results; Debt in Default Decreased
---------------------------------------------------------------
Kinbasha Gaming International, Inc. has released its financial
results for its fiscal first quarter ended June 30, 2013.

Summary of Fiscal Q1 2014 Financial Results

        --  Net revenues decreased to $18.7 million in fiscal Q1
2014, compared to $23.9 million in fiscal Q1 2013.
        --  Net income improved to $761,000 in fiscal Q1 2014,
compared to a net loss of $1.9 million in fiscal Q1 2013.
        --  Fully diluted earnings per share (EPS) improved to
$0.06 in fiscal Q1 2014, compared to a loss of per share of $0.16
in fiscal Q1 2013.

Analysis of Fiscal Q1 2014 Financial Results

Kinbasha's functional currency is the yen, and accordingly its
earnings and assets are denominated in yen.  As a result,
appreciation or depreciation in the value of the yen relative to
the dollar would affect its financial results reported in dollars
without giving effect to any underlying change in its business or
results of operations.  For fiscal Q1 2014, the yen compared to
the dollar was materially weaker than for fiscal Q1 2013, as the
exchange ratio increased by 23%.  Accordingly, Kinbasha's results
of its operations for fiscal Q1 2014 expressed in dollars appear
materially weaker than when expressed in yen.

Net revenues decreased to $18.7 million for the fiscal first
quarter ended June 30, 2013, from $23.9 million for the same
period in 2012.  The principal reason for this decrease was the
change in the yen/dollar exchange rate.  When expressed in yen,
Kinbasha's revenues decreased less than 2% between these periods.
In addition, Kinbasha sold three restaurants in July 2012, and
thus had no revenues from these restaurants during fiscal Q1 2014.

Net income attributable to common shareholders improved to
$761,000 for the quarter ended June 30, 2013 as compared to a net
loss of $1.9 million in the same period of 2012.  As a result,
fully diluted EPS improved to $0.06 in the quarter ended June 30,
2013, compared to a loss per share of $0.16 in the quarter ended
June 30, 2012.

The improvement to net income is generally attributed to enhanced
market conditions, and the fact that in Q1 of fiscal 2013 the
Company was still recovering from the March 2011 earthquake.

"We are pleased to report our financial results for fiscal Q1
2014," said Masatoshi Takahama, Chief Executive Officer of
Kinbasha.  "Despite slightly lower revenues due to the weaker yen,
Kinbasha demonstrated the results of our continually streamlined
operations by posting net income of $761,000, compared to a loss
in the same quarter last year.  As we continue to execute our
strategic growth initiatives, we believe the decisions we have
made will position Kinbasha to grow in our proven markets while
also limiting expenses and reducing debt."

During the first quarter of fiscal 2014 the Company was able to
reduce its total debt from $132.3 million at March 31, 2013 to
$122.5 million as of June 30, 2013.  As of June 30, 2013, the
total debt included $100.2 million of principal and $22.3 million
of accrued interest.  In addition, debt in default decreased from
$97.1 million at March 31, 2013 to $92.0 million at June 30, 2013.
For the past several years, the Company has negotiated with its
lenders and in many cases has obtained formal or informal
forbearances and loan modifications that have allowed it to
effectively extend the maturity of its debt through interest only
and/or reduced principal payments.

Mr. Takahama concluded, "We believe the progress we have made in
improving our financial metrics and continuing to negotiate deals
with our banks will help us achieve our growth objectives.  As the
only pachinko company that is listed in the United States,
Kinbasha has an advantage over our competition when it comes to
building awareness and raising capital overseas.  Going forward in
fiscal 2014, Kinbasha's growth strategy is based on leveraging our
existing brand and operational expertise to propel our expansion
initiatives and to build long term shareholder value."

            About Kinbasha Gaming International, Inc.

Based in Hitachi City, Japan, Kinbasha Gaming International, Inc.
(otcqx:KNBA) -- http://www.kinbashainc.com-- is a retail gaming
company that operates 21 pachinko parlors in the Japanese
prefectures of Ibaraki, Tokyo and Chiba.  For more than 50 years,
the company's retail gaming establishments have offered customers
the opportunity to play the games of chance known as pachinko and
pachislo.  Pachinko is played on a device which resembles a
vertical pinball machine and pachislo is played on a machine that
resembles a western style slot machine. Pachinko and pachislo are
collectively ranked as Japan's largest leisure activity.


LEHMAN BROTHERS: Seeks to Collect $3.2-Bil. on Derivatives
----------------------------------------------------------
Lehman Brothers Holdings Inc. expects to collect another $3.2
billion from the workout of its derivatives book through 2015, of
which $2.3 billion should come in the remainder of 2013.

In its 2013+ cash flow estimates, filed with the U.S. Bankruptcy
Court for the Southern District of New York, LBHI said it is
still negotiating with 1,000 of the 6,500 counterparties it had
on the original derivatives portfolio, which had a $39 trillion
notional value.

Katy Burne of The Wall Street Journal noted that the failed
investment banking powerhouse, which filed for bankruptcy in
September 2008, has recovered more than $15 billion from those
derivatives since 2008.  What remains is a fraction of the
original face value, and the counterparties range from large,
sophisticated financial institutions and hedge funds to
municipalities and nonprofits, WSJ said.

Despite the pace at which Lehman has been able to collect on
derivatives, some lawyers said privately the workout could drag
on for years, even as the firm approaches the five-year
anniversary of its bankruptcy filing, WSJ report said.

One lawyer, who was working on negotiations with Lehman on behalf
of creditors, said even another five years would be a
"conservative" estimate, noting the firm has left the toughest
cases for last, the report added.  A second lawyer, also working
opposite Lehman, told WSJ that the firm still has "some pretty
significant disputes" and has been "picking off" the easier cases
first.

A third lawyer told WSJ that Lehman's legal tactics have drawn on
several of the firm's own valuations for derivatives.  "It was
thought that you, as the nondefaulting party, had a lot of leeway
in determining values [for derivatives], but Lehman flipped that
on its head because they used the power of the bankruptcy court,"
said Matthew Magidson, Esq. -- mmagidson@lowenstein.com -- chair
of the derivatives practice at law firm Lowenstein Sandler.  He
told WSJ Lehman has asked many counterparties to accept its own
internally derived values for positions, or risk waiting in line
for years for payouts.

Lehman said that as of Dec. 31, it had estimated derivatives
recoveries at $2.3 billion.  It had already collected $440
million on derivatives in the first quarter of 2013.  In 2012, it
had net receipts of $2.4 billion from derivatives after settling
with 1,000 of the 2,000 counterparties it had to settle with at
the start of last year.

A full-text copy of the 2013+ cash flow estimates can be accessed
for free at http://bankrupt.com/misc/LBHI_2013CFE.pdf

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

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.

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

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

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

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

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.

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

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


LEHMAN BROTHERS: Agreement With Airlie, U.S. Bank Approved
----------------------------------------------------------
Judge James Peck of the U.S. Bankruptcy Court for the Southern
District of New York approved an agreement, which partially
resolves disputes related to a credit default swap deal between
Lehman Brothers Holdings Inc.'s special financing unit and Airlie
CDO.

The companies entered into a swap deal in 2007 under which Airlie
committed to pay Lehman's special financing unit for losses
incurred with respect to certain specified reference obligations
in return for certain payments from the Lehman unit.

The settlement agreement requires Airlie and U.S. Bank N.A. to
take actions to cause certain assets held in respect of the
collateral securing the swap agreement to be redeemed or
liquidated, and to cause the net proceeds thereof to be deposited
with the bank.

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

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.

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

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

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

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

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.

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

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


LEHMAN BROTHERS: RBC Asks Court to Compel Re-Issuance of Checks
---------------------------------------------------------------
RBC Dominion Securities Inc. asked the U.S. Bankruptcy Court in
Manhattan to force Lehman Brothers Holdings Inc. to reissue two
distribution checks sent by the company last year.

RBC said it did not receive the checks payable to the company on
account of its claim against Lehman.  RBC holds a $5.08 million
claim based on a number of bonds either issued or guaranteed by
Lehman.

Under Lehman's Chapter 11 plan, RBC had forfeited its rights to
the first and second payments totaling in excess of $307,000, as
a result of its failure to negotiate the checks within the
deadline.

RBC Dominion is represented by:

     Jeff J. Friedman, Esq.
     KATTEN MUCHIN ROSENMAN LLP
     575 Madison Avenue
     New York, NY 10022-2585
     Tel: (212) 940-8800
     Fax: (212) 940-8776
     Email: jeff.friedman@kattenlaw.com

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

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.

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

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

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

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

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.

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

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


LEHMAN BROTHERS: Tschira's Bid to Withdraw Claims Granted
---------------------------------------------------------
The U.S. Bankruptcy Court in Manhattan granted a motion by Dr.
H.C. Tschira Beteiligungs GmbH & Co. KG and Klaus Tschira
Stiftung gGmbH for leave to withdraw their claims against Lehman
Brothers Holdings Inc.

The claims, assigned as Claim Nos. 32395 and 22671, stemmed from
Lehman's guarantee of Lehman Brothers Finance S.A.'s obligations
under an ISDA agreement with Tschira.  Together, the claims
assert nearly $605 million.

Tschira will continue to be subject to the bankruptcy court's
jurisdiction with respect to any affirmative claim by Lehman to
the same extent as if the Tschira claims had not been withdrawn,
according to the bankruptcy court's order.

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

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.

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

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

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

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

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.

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

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


LEHMAN BROTHERS: LBI Has Resolved Claims Totaling $82 Billion
-------------------------------------------------------------
James W. Giddens, the trustee liquidating Lehman Brothers
Holdings Inc.'s brokerage firm, filed with the U.S. Bankruptcy
Court in Manhattan a quarterly report on the general creditor
claims process for the period ending June 30, 2013.

The report shows that out of 12,543 claims filed against the
brokerage, 5,050 claims asserting a total of $82.162 billion had
been resolved as of July 15, 2013.  Meanwhile, 687 claims in the
total amount of $3.121 billion are subject to objections pending
before the court.

The report also shows that 512 claims, which initially asserted
$55.53 billion, had been settled or allowed against the brokerage
in the amount of $19.27 billion.  They do not include $14.189
billion of allowed subordinated claims under a settlement
agreement between the brokerage and its parent, for which the
trustee does not anticipate making any distributions.

Within the second quarter of 2013, a total of 2,218 claims
asserting more than $8.3 billion had been disallowed by the
bankruptcy court, according to the report.  The report can be
accessed for free at http://is.gd/EEvOeK

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

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.

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

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

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

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

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.

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

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


LITEFLEX LLC: Declares Chapter 11 Bankruptcy
--------------------------------------------
Olivia Barrow, writing for Dayton Business Journal, reports that
Liteflex LLC filed for Chapter 11 bankruptcy on Aug. 6.  The firm
owed more than $330,000 to its top 20 largest creditors, plus a
$4.1 million claim in a lawsuit, although Liteflex stated in the
filings it disputes the claim entirely.

The report notes that in 2006 the Company branched out into
developing body armor, and in 2008 it purchased Fusion Graphics.

John Prikkel III is the president of Liteflex.


LIMA BROTHERS: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Lima Brothers Dairy
        761 S. Buhach Road
        Merced, CA 95354

Bankruptcy Case No.: 13-91459

Chapter 11 Petition Date: August 7, 2013

Court: United States Bankruptcy Court
       Eastern District of California (Modesto)

Judge: Ronald H. Sargis

Debtor's Counsel: David C. Johnston, Esq.
                  JOHNSTON & JOHNSTON LAW CORP
                  1600 G Street, Suite 102
                  Modesto, CA 95354
                  Tel: (209) 579-1150
                  E-mail: david@johnstonbusinesslaw.com

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

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

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

The petition was signed by Filipe C. Lima, general partner.


LIVE NATION: S&P Retains 'BB' Rating on $335MM Revolver Due 2018
----------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on
Beverly Hills, Calif.-based Live Nation Entertainment Inc. are
unchanged after the company's announcement of the proposed
$50 million upsize of its senior secured credit facilities.  The
proposed $1.4 billion senior secured credit facilities will now
consist of a $335 million revolving credit facility due 2018, a
$115 million term loan A due 2015, and a $950 million term loan B
due 2020.

The 'BB-' corporate credit rating on Live Nation Entertainment
Inc. reflects S&P's expectation that leverage will remain
moderately high, but that operating performance will continue to
be somewhat stable, because of the company's degree of business
diversity.  S&P considers the company's business risk profile
"fair," based on its strong position in the live entertainment and
ticketing businesses, notwithstanding the low EBITDA margin of the
concert business and increasing ticketing competition.  S&P views
the company's financial risk profile as "aggressive" because of
its moderately high debt leverage.  S&P assess management and
governance as "fair."

RATINGS LIST

Live Nation Entertainment Inc.
Corporate Credit Rating            BB-/Stable/--

Ratings Unchanged

Live Nation Entertainment Inc.
Senior Secured
  $335M revolver due 2018           BB
   Recovery Rating                  2
  $115M term loan A due 2015        BB
   Recovery Rating                  2
  $950M term loan B due 2020        BB
   Recovery Rating                  2


LONESTAR INTERMEDIATE: Moody's Assigns Ba3 CFR; Outlook Stable
--------------------------------------------------------------
Moody's Investors Service has assigned a Ba3 corporate family
rating and a Ba3-PD probability of default rating to Lonestar
Intermediate Super Holdings, LLC (LISH), and a wholly owned
subsidiary of NEWAsurion Corporation (NEWAsurion). The rating
agency also assigned a Ba2 rating to the $4.9 billion first-lien
credit facilities of Asurion, LLC (Asurion), a wholly owned
indirect subsidiary of LISH, and a B2 rating to the $1 billion
senior unsecured term loan of LISH. The rating outlook for LISH
and Asurion is stable.

Ratings Rationale:

"The ratings of LISH and Asurion reflect the group's aggressive
use of financial leverage, partially offset by profitable growth
and a very strong business presence in its core warranty lines,"
said Paul Bauer, Moody's lead analyst for these entities. Moody's
expects the group's financial trends to remain positive, with
continued growth in revenue and EBITDA driven by expansion in
international markets.

NEWAsurion's business profile encompasses both wireless handset
protection (Asurion) and extended service contracts (NEW). Asurion
has a dominant position in handset protection distributed through
wireless carriers in the US and a growing presence in selected
international markets. NEW has a relatively strong position in the
US market for extended service contracts. The group as a whole has
a record of efficient operations, excellent customer service and
profitable growth in core and related businesses. These strengths
are offset by the group's aggressive capital structure and its
business concentrations among certain wireless carriers and
retailers. Also, enterprise risk management becomes a greater
challenge as the group expands internationally.

Based on Moody's calculations (which incorporate standard
accounting adjustments), the July 2013 refinancing of Asurion's
$352 million first-lien term loan with a new $850 million first-
lien term loan boosted the group's debt-to-EBITDA ratio to about
5.3x from 4.8x. The rating agency expects this ratio to decline to
a range of 4.5x-5x over the next 12-18 months. Interest coverage
is expected to improve somewhat in 2013 given the favorable
interest rates on recent borrowings.

Factors that could lead to an upgrade of the LISH and Asurion
ratings include: (i) (EBITDA - capex) coverage of interest
exceeding 4x, (ii) operating margins exceeding 20%, and (iii)
debt-to-EBITDA ratio below 4x.

Factors that could lead to a rating downgrade include: (i) (EBITDA
- capex) coverage of interest below 3x, (ii) operating margins
below 15%, or (iii) debt-to-EBITDA ratio above 5x on a sustained
basis.

Furthermore, the senior secured ratings could be downgraded if the
proportion of unsecured debt in the capital structure is reduced.

Moody's has assigned the following ratings (and loss given default
(LGD) assessment) to Lonestar Intermediate Super Holdings, LLC:

  Corporate family rating Ba3;

  Probability of default rating Ba3-PD;

  $1 billion senior unsecured term loan B2 (LGD6, 93%).

The rating agency has assigned the following ratings (and LGD
assessments) to Asurion, LLC:

  $100 million first-lien revolving credit facility Ba2 (LGD3,
  39%);

  Approximately $4.8 billion of first-lien term loans Ba2 (LGD3,
  39%).

The principal methodology used in this rating was Moody's Global
Rating Methodology for Insurance Brokers and Service Companies
published in February 2012. Other methodologies used include Loss
Given Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009.

Based in Nashville, Tennessee, NEWAsurion is a leading provider of
consumer technology protection services. The company provides
value-added services to the wireless telecommunications industry
domestically and internationally. The company also provides
service contract administration for retailers, manufacturers,
utilities, financial service companies, telecommunications
companies and other service companies primarily in the US.


MAXCOM TELECOMMUNICACIONES: Taps Santamarina as Mexican Counsel
---------------------------------------------------------------
Maxcom Telecomunicaciones, S.A.B. de C.V., et al., seek authority
from the U.S. Bankruptcy Court for the District of Delaware to
employ Santamarina y Steta, S.C., as special Mexican corporate and
restructuring counsel.

The following professionals will take a primary role in providing
services to the Debtors and will be paid their customary hourly
rates:

Fernando del Castillo, Esq. -- fcastillo@s-s.mx      $390
Carlos Montes Flores, Esq. -- cmontes@s-s.mx         $241
Gabriela Meza Diaz de Leon, Esq. -- gmeza@s-s.mx     $241
Adriana Padilla Rivas, Esq. -- apadilla@s-s.mx       $200
Ana Laura Elizalde Leon, Esq. -- aelizalde@s-s.mx    $189
Karla Silva Rodriguez, paralegal                      $89
Rodrigo Solis Azonos, paralegal                       $89
Jorge Gaitan Burgos, paralegal                        $89
Andres Sanchez Mendoza, paralegal                     $89
Saady Ancheita Arroyo, paralegal                      $89

The firm will also be reimbursed for any necessary out-of-pocket
expenses.

Mr. del Castillo, a partner of the law firm Santamarina y Steta,
S.C., assures the Court that his firm is a "disinterested person"
as the term is defined in Section 101(14) of the Bankruptcy Code
and does not represent any interest adverse to the Debtors and
their estates.

A hearing on the employment application will be held on Aug. 19,
2013, at 9:30 a.m. (prevailing Eastern Time).  Objections are due
Aug. 12.

                            About Maxcom

Maxcom Telecomunicaciones, S.A.B. de C.V., headquartered in Mexico
City, Mexico, is a facilities-based telecommunications provider
using a "smart-build" approach to deliver last-mile connectivity
to micro, small and medium-sized businesses and residential
customers in the Mexican territory.  Maxcom launched commercial
operations in May 1999 and is currently offering local, long
distance, data, value-added, paid TV and IP-based services on a
full basis in greater metropolitan Mexico City, Puebla, Tehuacan,
San Luis, and Queretaro, and on a selected basis in several cities
in Mexico.

In June 2013, Maxcom didn't make an $11 million interest payment
on the notes.

Maxcom sought bankruptcy protection (Bankr. D. Del. Case No. 13-
bk-11839) in Wilmington, Delaware, on July 23, 2013.

Maxcom listed $11.1 billion in assets and $402.3 million in debt.
The company had assets valued at 4.98 billion pesos ($394 million)
in the quarter ended March 31, according to an April 26 regulatory
filing.  The company reached a restructuring agreement with
Ventura Capital, a group holding about $86 million, or 48.7
percent, of the senior notes and about 44 percent of its equity
holders, court papers show.

The Company has engaged Lazard Freres & Co. LLC and its alliance
partner Alfaro, Davila y Rios, S.C., as its financial advisor and
Kirkland & Ellis LLP and Santamarina y Steta, S.C. as its U.S. and
Mexican legal advisors in connection with its restructuring
proceedings and potential Chapter 11 case.  The Ad Hoc Group has
retained Cleary Gottlieb Steen & Hamilton LLP and Cervantes Sainz,
S.C., as its U.S. and Mexican legal advisors.  Ventura has
retained VACE Partners as its financial advisor, and Paul Hastings
LLP and Jones Day as its U.S. and Mexican legal advisors,
respectively.


MAXCOM TELECOMMUNICACIONES: Seeks to Hire Lazard as Fin'l Advisor
-----------------------------------------------------------------
Maxcom Telecomunicaciones, S.A.B. de C.V., et al., seek authority
from the U.S. Bankruptcy Court for the District of Delaware to
employ Lazard Freres & Co. LLC as financial advisor and investment
banker, to be paid a $125,000 monthly fee, a restructuring fee of
$2.5 million if a restructuring transaction is consummated before
Sept. 23, 2013, a minority sale transaction fee, a financing fee,
and an opinion fee of $350,000.

J. Blake O'Dowd, a managing director at Lazard Freres & Co. LLC,
assures the Court that his firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtors and their
estates.

A hearing on the employment application will be held on Aug. 19,
2013, at 9:30 a.m. (prevailing Eastern Time).  Objections are due
Aug. 12.

                            About Maxcom

Maxcom Telecomunicaciones, S.A.B. de C.V., headquartered in Mexico
City, Mexico, is a facilities-based telecommunications provider
using a "smart-build" approach to deliver last-mile connectivity
to micro, small and medium-sized businesses and residential
customers in the Mexican territory.  Maxcom launched commercial
operations in May 1999 and is currently offering local, long
distance, data, value-added, paid TV and IP-based services on a
full basis in greater metropolitan Mexico City, Puebla, Tehuacan,
San Luis, and Queretaro, and on a selected basis in several cities
in Mexico.

In June 2013, Maxcom didn't make an $11 million interest payment
on the notes.

Maxcom sought bankruptcy protection (Bankr. D. Del. Case No. 13-
bk-11839) in Wilmington, Delaware, on July 23, 2013.

Maxcom listed $11.1 billion in assets and $402.3 million in debt.
The company had assets valued at 4.98 billion pesos ($394 million)
in the quarter ended March 31, according to an April 26 regulatory
filing.  The company reached a restructuring agreement with
Ventura Capital, a group holding about $86 million, or 48.7
percent, of the senior notes and about 44 percent of its equity
holders, court papers show.

The Company has engaged Lazard Freres & Co. LLC and its alliance
partner Alfaro, Davila y Rios, S.C., as its financial advisor and
Kirkland & Ellis LLP and Santamarina y Steta, S.C. as its U.S. and
Mexican legal advisors in connection with its restructuring
proceedings and potential Chapter 11 case.  The Ad Hoc Group has
retained Cleary Gottlieb Steen & Hamilton LLP and Cervantes Sainz,
S.C., as its U.S. and Mexican legal advisors.  Ventura has
retained VACE Partners as its financial advisor, and Paul Hastings
LLP and Jones Day as its U.S. and Mexican legal advisors,
respectively.


MAXCOM TELECOMMUNICACIONES: Taps Alfaro Davila as Mexican Advisor
-----------------------------------------------------------------
Maxcom Telecomunicaciones, S.A.B. de C.V., et al., seek authority
from the U.S. Bankruptcy Court for the District of Delaware to
employ Alfaro, Davila y Rios, S.C., as Mexican financial advisor.

ADR, a strategic alliance partner of Lazard Freres & Co. LLC based
in Mexico, will provide advice with respect to the Debtors'
restructuring activities as they relate to Mexican regulatory
issues, negotiations with local private equity funds, and the
Latin American financial markets.  ADR is will be entitled to one-
third of any fees payable under the fee structure payable to
Lazard, although the Debtors clarify that the one-third payable to
ADR will be independent from and not contingent or otherwise tied
to the compensation that may be payable to Lazard.

Adolfo D. Rios Olivier, a founder, shareholder and partner of the
firm Alfaro, Davila y Rios, S.C., assures the Court that his firm
is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code and does not represent any interest
adverse to the Debtors and their estates.

A hearing on the employment application will be held on Aug. 19,
2013, at 9:30 a.m. (prevailing Eastern Time).  Objections are due
Aug. 12.

                            About Maxcom

Maxcom Telecomunicaciones, S.A.B. de C.V., headquartered in Mexico
City, Mexico, is a facilities-based telecommunications provider
using a "smart-build" approach to deliver last-mile connectivity
to micro, small and medium-sized businesses and residential
customers in the Mexican territory.  Maxcom launched commercial
operations in May 1999 and is currently offering local, long
distance, data, value-added, paid TV and IP-based services on a
full basis in greater metropolitan Mexico City, Puebla, Tehuacan,
San Luis, and Queretaro, and on a selected basis in several cities
in Mexico.

In June 2013, Maxcom didn't make an $11 million interest payment
on the notes.

Maxcom sought bankruptcy protection (Bankr. D. Del. Case No. 13-
bk-11839) in Wilmington, Delaware, on July 23, 2013.

Maxcom listed $11.1 billion in assets and $402.3 million in debt.
The company had assets valued at 4.98 billion pesos ($394 million)
in the quarter ended March 31, according to an April 26 regulatory
filing.  The company reached a restructuring agreement with
Ventura Capital, a group holding about $86 million, or 48.7
percent, of the senior notes and about 44 percent of its equity
holders, court papers show.

The Company has engaged Lazard Freres & Co. LLC and its alliance
partner Alfaro, Davila y Rios, S.C., as its financial advisor and
Kirkland & Ellis LLP and Santamarina y Steta, S.C. as its U.S. and
Mexican legal advisors in connection with its restructuring
proceedings and potential Chapter 11 case.  The Ad Hoc Group has
retained Cleary Gottlieb Steen & Hamilton LLP and Cervantes Sainz,
S.C., as its U.S. and Mexican legal advisors.  Ventura has
retained VACE Partners as its financial advisor, and Paul Hastings
LLP and Jones Day as its U.S. and Mexican legal advisors,
respectively.


MERCANTILE BANCORP: Allowed to Auction Bank's Shares and Trademark
------------------------------------------------------------------
Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District
of Delaware approved the bidding procedures governing the sale of
all of Mercantile Bancorp, Inc.'s shares of common stock in its
wholly owned subsidiary, Mercantile Bank, an Illinois state
chartered bank that operates in Quincy, Illinois.  The Debtor is
also selling its ownership of the registered trademark for
Mercantile Bank's "M" logo.

The Debtor has entered into a stalking horse purchase agreement
with United Community Bancorp, Inc., under which the Purchaser
will pay to the Debtor $22,277,000, less all amounts due and owing
by the Bank to the Federal Deposit Insurance Corporation and all
broker's fees.

Deadline for submitting a competing bid is Sept. 10.  An auction
will be held two days after on Sept. 12, at 10:00 a.m., at the
offices of DLA Piper LLP (US), in Chicago, Illinois.  A hearing to
consider approval of the sale will be held on Sept. 16.  Any
objections to the sale must be submitted on or before Sept. 10.

The Court also authorized the payment of $668,310 as break-up fee
and not more than $250,000 as reimbursement of legal fees and
expenses in case the stalking horse bidder is not the successful
bidder.

                     About Mercantile Bancorp

Mercantile Bancorp -- http://www.mercbanx.com/-- is a Quincy,
Illinois-based bank holding company with wholly owned subsidiaries
consisting of one bank in Illinois and one each in Kansas and
Florida, where the Company conducts full-service commercial and
consumer banking business, engages in mortgage banking, trust
services and asset management, and provides other financial
services and products.  The Company also operated Mercantile Bank
branch offices in Missouri and Indiana.

On Aug. 10, 2011, the Illinois Division of Banking released a
Consent Order that Mercantile Bank, the Federal Deposit Insurance
Corporation, and the Division entered into as of July 28, 2011.
Under the Order, Mercantile Bank will cease operating with all
money transmitters and currency businesses providing brokerage,
sale or exchange of non-United States currency for deposit
customers.  Furthermore, Mercantile Bank may not enter into a new
line of business without the prior written consent of the FDIC and
the Division.

Mercantile Bancorp filed a Chapter 11 petition (Bankr. D. Del.
Case No. 13-11634) on June 27, 2013.  The petition shows assets
and debt both exceeding $50 million.  Liabilities include $61.9
million owing on junior subordinated debentures.  Mercantile
stopped paying interest on the debentures in 2009, since then
running up $14 million in unpaid interest.

Stuart M. Brown, Esq. at DLA Piper LLP (US), in Wilmington,
Delaware; and Richard A. Chesley, Esq., Kimberly D. Newmarch,
Esq., and Aaron M. Paushter, Esq., at DLA Piper LLP (US), in
Chicago, Illinois, are the attorneys for the Debtor.


MERCANTILE BANCORP: Deadline to File Schedules & SOFA Extended
--------------------------------------------------------------
Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District
of Delaware gave Mercantile Bancorp, Inc., until July 31, 2013, to
file its schedules of assets and liabilities and statement of
financial affairs.

                     About Mercantile Bancorp

Mercantile Bancorp -- http://www.mercbanx.com/-- is a Quincy,
Illinois-based bank holding company with wholly owned subsidiaries
consisting of one bank in Illinois and one each in Kansas and
Florida, where the Company conducts full-service commercial and
consumer banking business, engages in mortgage banking, trust
services and asset management, and provides other financial
services and products.  The Company also operated Mercantile Bank
branch offices in Missouri and Indiana.

On Aug. 10, 2011, the Illinois Division of Banking released a
Consent Order that Mercantile Bank, the Federal Deposit Insurance
Corporation, and the Division entered into as of July 28, 2011.
Under the Order, Mercantile Bank will cease operating with all
money transmitters and currency businesses providing brokerage,
sale or exchange of non-United States currency for deposit
customers.  Furthermore, Mercantile Bank may not enter into a new
line of business without the prior written consent of the FDIC and
the Division.

Mercantile Bancorp filed a Chapter 11 petition (Bankr. D. Del.
Case No. 13-11634) on June 27, 2013.  The petition shows assets
and debt both exceeding $50 million.  Liabilities include $61.9
million owing on junior subordinated debentures.  Mercantile
stopped paying interest on the debentures in 2009, since then
running up $14 million in unpaid interest.

Stuart M. Brown, Esq. at DLA Piper LLP (US), in Wilmington,
Delaware; and Richard A. Chesley, Esq., Kimberly D. Newmarch,
Esq., and Aaron M. Paushter, Esq., at DLA Piper LLP (US), in
Chicago, Illinois, are the attorneys for the Debtor.


MERCANTILE BANCORP: Can Employ DLA Piper as Lead Counsel
--------------------------------------------------------
Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District
of Delaware authorized Mercantile Bancorp, Inc., to employ DLA
Piper LLP (US) as counsel, to be paid the following hourly rates:

  Richard A. Chesley, Esq. -- richard.chesley@dlapiper.com   $965
  Kimberly D. Newmarch, Esq. -- kim.newmarch@dlapiper.com    $785
  Michael P. Reed, Esq. -- michael.p.reed@dlapiper.com       $785
  Stuart M. Brown, Esq. -- stuart.brown@dlapiper.com         $765
  Jeffrey L. Hare, Esq. -- jeffrey.hare@dlapiper.com         $755
  Lidore A. DeRose, Esq. -- lidore.derose@dlapiper.com       $655
  Beth K. McAuley, Esq. -- beth.mcauley@dlapiper.com         $655
  James R. Irving, Esq. -- jim.irving@dlapiper.com           $600
  Aaron M. Paushter, Esq. -- aaron.paushter@dlapiper.com     $565
  Carolyn B. Fox, paralegal                                  $240

                       About Mercantile Bancorp

Mercantile Bancorp -- http://www.mercbanx.com/-- is a Quincy,
Illinois-based bank holding company with wholly owned subsidiaries
consisting of one bank in Illinois and one each in Kansas and
Florida, where the Company conducts full-service commercial and
consumer banking business, engages in mortgage banking, trust
services and asset management, and provides other financial
services and products.  The Company also operated Mercantile Bank
branch offices in Missouri and Indiana.

On Aug. 10, 2011, the Illinois Division of Banking released a
Consent Order that Mercantile Bank, the Federal Deposit Insurance
Corporation, and the Division entered into as of July 28, 2011.
Under the Order, Mercantile Bank will cease operating with all
money transmitters and currency businesses providing brokerage,
sale or exchange of non-United States currency for deposit
customers.  Furthermore, Mercantile Bank may not enter into a new
line of business without the prior written consent of the FDIC and
the Division.

Mercantile Bancorp filed a Chapter 11 petition (Bankr. D. Del.
Case No. 13-11634) on June 27, 2013.  The petition shows assets
and debt both exceeding $50 million.  Liabilities include $61.9
million owing on junior subordinated debentures.  Mercantile
stopped paying interest on the debentures in 2009, since then
running up $14 million in unpaid interest.

DLA Piper LLP (US), is the attorney for the Debtor.


MERCANTILE BANCORP: General Claims Bar Date Set for Sept. 27
------------------------------------------------------------
Bankruptcy Judge Kevin J. Carey has ordered that Sept. 27, 2013,
at 5:00 p.m. (prevailing Eastern Time) will be the deadline for
each person or entity, other than governmental units, to file a
proof of claim against Mercantile Bancorp.  The judge ruled that
Dec. 27, 2013, at 5:00 p.m. will be the deadline for governmental
units to file a proof of claim.  Requests under 11 U.S.C. Sec.
503(b)(9) are due Sept. 27, 2013.

Proofs of claim must be sent to UPShot Services LLC, the Debtor's
claims and noticing agent, at this address:

          Mercantile Bancorp, Inc. Claims Processing
          c/o UpShot Services LLC
          7807 Cherry Creek Drive, Suite 112
          Denver, CO 80231

                     About Mercantile Bancorp

Mercantile Bancorp -- http://www.mercbanx.com/-- is a Quincy,
Illinois-based bank holding company with wholly owned subsidiaries
consisting of one bank in Illinois and one each in Kansas and
Florida, where the Company conducts full-service commercial and
consumer banking business, engages in mortgage banking, trust
services and asset management, and provides other financial
services and products.  The Company also operated Mercantile Bank
branch offices in Missouri and Indiana.

On Aug. 10, 2011, the Illinois Division of Banking released a
Consent Order that Mercantile Bank, the Federal Deposit Insurance
Corporation, and the Division entered into as of July 28, 2011.
Under the Order, Mercantile Bank will cease operating with all
money transmitters and currency businesses providing brokerage,
sale or exchange of non-United States currency for deposit
customers.  Furthermore, Mercantile Bank may not enter into a new
line of business without the prior written consent of the FDIC and
the Division.

Mercantile Bancorp filed a Chapter 11 petition (Bankr. D. Del.
Case No. 13-11634) on June 27, 2013.  The petition shows assets
and debt both exceeding $50 million.  Liabilities include $61.9
million owing on junior subordinated debentures.  Mercantile
stopped paying interest on the debentures in 2009, since then
running up $14 million in unpaid interest.

Stuart M. Brown, Esq. at DLA Piper LLP (US), in Wilmington,
Delaware; and Richard A. Chesley, Esq., Kimberly D. Newmarch,
Esq., and Aaron M. Paushter, Esq., at DLA Piper LLP (US), in
Chicago, Illinois, are the proposed attorneys for the Debtor.


MGM RESORTS: Incurs $92.9-Mil. Net Loss in 2013 Q2
--------------------------------------------------
MGM Resorts International filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss attributable to the Company of $92.95 million on $2.48
billion of revenues for the three months ended June 30, 2013, as
compared with a net loss attributable to the Company of $145.45
million on $2.32 billion of revenues for the same period during
the prior year.

For the six months ended June 30, 2013, the Company incurred a net
loss attributable to the Company of $86.41 million on $4.83
billion of revenues, as compared with a net loss attributable to
the Company of $362.70 million on $4.61 billion of revenues for
the same period a year ago.

The Company reported net income of $3.23 billion in 2011 as
compared with a net loss of $1.43 billion in 2010.

As of June 30, 2013, the Company had $25.72 billion in total
assets, $17.86 billion in total liabilities and $7.85 billion in
total stockholders' equity.

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

                        http://is.gd/AYRFoq

                         About MGM Resorts

MGM Resorts International (NYSE: MGM) --
http://www.mgmresorts.com/-- has significant holdings in gaming,
hospitality and entertainment, owns and operates 15 properties
located in Nevada, Mississippi and Michigan, and has 50 percent
investments in four other properties in Nevada, Illinois and
Macau.

                         Bankruptcy Warning

The Company has said in a regulatory filing that the agreements
governing the Company's senior credit facility and other senior
indebtedness contain restrictions and limitations that could
significantly affect its ability to operate its business, as well
as significantly affect its liquidity, and therefore could
adversely affect the Company's results of operations.

"Our ability to comply with these provisions may be affected by
events beyond our control.  The breach of any such covenants or
obligations not otherwise waived or cured could result in a
default under the applicable debt obligations and could trigger
acceleration of those obligations, which in turn could trigger
cross defaults under other agreements governing our long-term
indebtedness.  Any default under our senior credit facility or the
indentures governing our other debt could adversely affect our
growth, our financial condition, our results of operations and our
ability to make payments on our debt, and could force us to seek
protection under the bankruptcy laws," the Company said in its
annual report for the period ended Dec. 31, 2012.

                           *     *     *

As reported by the TCR on Nov. 14, 2011, Standard & Poor's Ratings
Services raised its corporate credit rating on MGM Resorts
International to 'B-' from 'CCC+'.   In March 2012, S&P revised
the outlook to positive from stable.

"The revision of our rating outlook to positive reflects strong
performance in 2011 and our expectation that MGM will continue to
benefit from the improving performance trends on the Las Vegas
Strip," S&P said.

In March 2012, Moody's Investors Service affirmed its B2 corporate
family rating and probability of default rating.  The affirmation
of MGM's B2 Corporate Family Rating reflects Moody's view that
positive lodging trends in Las Vegas will continue through 2012
which will help improve MGM's leverage and coverage metrics,
albeit modestly. Additionally, the company's declaration of a $400
million dividend ($204 million to MGM) from its 51% owned Macau
joint venture due to be paid shortly will also improve the
company's liquidity profile. The ratings also consider MGM's
recent bank amendment that resulted in about 50% of its
$3.5 billion senior credit facility being extended one year from
2014 to 2015.

As reported by the TCR on Oct. 15, 2012, Fitch Ratings has
affirmed MGM Resorts International's (MGM) Issuer Default Rating
(IDR) at 'B-' and MGM Grand Paradise, S.A.'s (MGM Grand Paradise)
IDR at 'B+'.


MEDIA GENERAL: Incurs $16.1 Million Second Quarter Net Loss
-----------------------------------------------------------
Media General, Inc., reported a net loss of $16.14 million on
$82.02 million of station revenue for the three months ending
June 30, 2013, as compared with a net loss of $146.29 million on
$83.09 million of station revenue for the three months ending
June 24, 2012.

For the six months ending June 30, 2013, the Company incurred a
net loss of $33.84 million on $115.95 million of station revenue,
as compared with a net loss of $180.72 million on $157.31 million
of station revenue for the six months ending June 24, 2012.

The Company incurred a net loss of $193.41 million in 2012, a net
loss of $74.32 million in 2011, and a net loss of $22.63 million
for in 2010.

The Company's balance sheet at June 30, 2013, showed $739.63
million in total assets, $946 million in total liabilities and a
$206.37 million stockholders' deficit.

George L. Mahoney, president and chief executive officer of Media
General, said, "Our stations are doing a good job this year
replacing last year's robust Political revenues with new revenue
initiatives and business development programs.  Additionally, our
largest category, automotive advertising, grew 5.5% in the second
quarter.  Station revenues also reflected higher retransmission
revenue this year and growth in Digital revenues.  Station
expenses increased 4.6%, due to additional network affiliation
fees and expenses for revenue initiatives.  We were especially
pleased to see our stations increase Broadcast cash flow to 34%,
compared to the last odd-numbered year 2011, a key initiative for
us.  Core corporate expense in the second quarter decreased 41%
from last year, reflecting our major corporate restructuring
following the sale of our newspapers," said Mr. Mahoney.

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

                         http://is.gd/5RuFCn

                         About Media General

Richmond, Virginia-based Media General Inc. (NYSE: MEG) --
http://www.mediageneral.com/-- is an independent communications
company with interests in newspapers, television stations and
interactive media in the United States.

                           *     *     *

As reported by the Troubled Company Report on July 10, 2013,
Moody's Investors Service upgraded Media General, Inc.'s Corporate
Family Rating to B1 from Caa1 reflecting the marked improvement in
credit metrics pro forma for the pending stock merger with New
Young Broadcasting Holding Co., Inc.

In the July 12, 2013, edition of the TCR, Standard & Poor's
Ratings Services raised its corporate credit rating on Richmond,
Va.-based local TV broadcaster Media General Inc. to 'B+' from
'B'.  "The rating action reflects the improvement in discretionary
cash flow from the refinancing and our expectation that trailing-
eight-quarter leverage will remain at 6x or below over the
intermediate term," said Standard & Poor's credit analyst Daniel
Haines.


MONTREAL, MAINE & ATLANTIC: Wins U.S. Court Nod to Keep Operating
-----------------------------------------------------------------
Montreal, Maine & Atlantic Railway Ltd., sought and obtained an
order from the U.S. Bankruptcy Court for the District of Maine to
continue normal business operations pending appointment of a
Chapter 11 trustee.

Pursuant to 49 U.S.C. Sec. 10903, a railroad cannot abandon its
railroad lines or discontinue the operation of rail transportation
over any part of its railroad lines without authorization from the
Surface Transportation Board.  Prior to the Petition Date, the
Debtor had not sought -- and the Board had not authorized the
Debtor -- to abandon its railroad line or discontinue the
operation of rail transportation.

U.S. Judge Louis H. Kornreich, who oversees the U.S. Chapter 11
restructuring, also entered an order authorizing the Debtor to use
cash collateral on an interim basis through the close of business
on Aug. 23, 2013.  The interim order provided that use of cash
will be in accordance with a budget.

The budget estimates transportation revenue of $215,000 for the
week ended Aug. 16, 2013 and $$270,000 for the week ended Aug. 23,
2013.

The Debtor intends to preserve its business as a going concern
through the use of cash collateral.  In the near term, the use of
cash collateral allows the Debtor to meet its payroll obligations
to employees whose services benefited (and created additional
collateral for) the lender with a security interest in the
accounts receivable and inventory, Wheeling & Lake Erie Railway
Company.  In the long term, the use of cash collateral will
provide the Debtor liquidity to fund its operations during the
course of the chapter 11 case.

The U.S. judge convened a hearing on Aug. 8 to consider the so-
called "first day motions" filed by the Debtor.  Other first day
motions filed include requests by the Debtor to pay prepetition
wages of employees, and maintain its existing bank accounts, stop
utilities from discontinuing service.

A final hearing on the motion to use cash collateral and other
first day motions is slated for Aug. 22 at 11:00 a.m.  Objections
are due Aug. 20.

The Debtor has been ordered to submit names and addresses of
equity holders, its schedules of assets and liabilities, and
statement of financial affairs by Aug. 21.

             About Montreal, Maine & Atlantic Railway

Montreal, Maine & Atlantic Railway Ltd., the railway company that
operated the train that derailed and exploded in July 2013,
killing 47 people and destroying part of Lac-Megantic, Quebec,
sought bankruptcy protection in U.S. Bankruptcy Court in Bangor,
Maine (Case No. 13-10670) on Aug. 7, 2013, with the aim of selling
its business.  Its Canadian counterpart, Montreal, Maine &
Atlantic Canada Co., meanwhile, filed for protection from
creditors in Superior Court of Quebec in Montreal.

U.S. Bankruptcy Judge Louis H. Kornreich has been assigned to the
U.S. case.  The Maine law firm of Verrill Dana serves as counsel
to MM&A.

Justice Martin Castonguay oversees the case in Canada.


MONTREAL MAINE: Amends List of Top Unsecured Creditors
------------------------------------------------------
Montreal, Maine & Atlantic Railway Ltd., filed an amended list of
its 20 largest unsecured creditors.  A copy of the amended list is
available for free at:
http://bankrupt.com/misc/MM_Amended_List_Unsecureds.pdf

        Entity                    Nature of Claim    Claim Amount
        ------                    ---------------    ------------
New Brunswick Southern Railway    Claim against        $1,988,571
Company Limited                   Montreal, Maine &
P.O. Box 5777                     Atlantic Canada Co.
Saint John, NB E2L 4M3
Canada

Rail World, Inc.                  Indemnification        $785,959
6400 Shafer Court, Suite 275      and/or contribution
Des Plaines, IL 60018             in wrongful death
                                  litigation and
                                  other claims.

Flex Leasing I, LLC               --                     $668,863
SDS 12-2315
P.O. Box 86
Minneapolis, MN 55486-0086

Canadian Pacific Railway Co.      Claim against          $541,299
Lock Box M101979                  Montreal, Maine &
P.O. Box 2078, Station B          Atlantic Canada Co.
Montreal, PQ H3B 4H4
CANADA

Valero Marketing & Supply         --                     $316,129
One Valero Way
San Antonio, TX 78249-1616

Rail World Locomotive Leasing     --                     $221,048

Gowling Lafleur Henderson, LLP    Claim against          $105,155
                                  Montreal, Maine &
                                  Atlantic Canada Co.

Cattron Theimeg                   --                      $99,047

Petro Sud-Quest Inc.              Claim against           $90,603
                                  Montreal, Maine &
                                  Atlantic Canada Co.

Ville De Sherbrooke               Claim against           $86,742
                                  Montreal, Maine &
                                  Atlantic Canada Co.

RWC, Inc.                         Claim against           $86,199
                                  Montreal, Maine &
                                  Atlantic Canada Co.

St. Lawrence & Atlantic RR        Claim against           $83,610
                                  Montreal, Maine &
                                  Atlantic Canada Co.

Maine Northern Railway            --                      $83,098

AC Electric Corp.                 --                      $78,943

Debroussailleurs GSL, Inc.        Claim against           $77,085
                                  Montreal, Maine &
                                  Atlantic Canada Co.

Helm Financial Corporation        --                      $75,900

Maine, State of                   Lien Notice             $68,499
Maine Revenue Service             4017904121206

Canadian Pacific Railway          --                      $60,926

Gowling Lafleur Henderson, LLP    Claim against           $59,905
                                  Montreal, Maine &
                                  Atlantic Canada Co.

Progress Rail Services            --                      $55,323

             About Montreal, Maine & Atlantic Railway

Montreal, Maine & Atlantic Railway Ltd., the railway company that
operated the train that derailed and exploded in July 2013,
killing 47 people and destroying part of Lac-Megantic, Quebec,
sought bankruptcy protection in U.S. Bankruptcy Court in Bangor,
Maine (Case No. 13-10670) on Aug. 7, 2013, with the aim of selling
its business.  Its Canadian counterpart, Montreal, Maine &
Atlantic Canada Co., meanwhile, filed for protection from
creditors in Superior Court of Quebec in Montreal.

U.S. Bankruptcy Judge Louis H. Kornreich has been assigned to the
U.S. case.  The Maine law firm of Verrill Dana serves as counsel
to MM&A.

Justice Martin Castonguay oversees the case in Canada.


NATIONAL ENVELOPE: Amends DIP Agreement to Extend Plan Filing Date
------------------------------------------------------------------
NE Opco, Inc., and its debtor affiliates seek authority from the
U.S. Bankruptcy Court for the District of Delaware to pay a DIP
Accommodation Fee in the amount of $15,000 in connection with the
Debtors' entry into a Second Amendment to Debtor-in-Possession
Credit Agreement.

The Second Amendment extends the time permitted under DIP Credit
Agreement for the Debtors to either file a plan of reorganization
or sale motion pursuant to Section 363 of the Bankruptcy Code
through and including August 17, 2013, and extends the dates by
which the Debtors must move for and obtain an order extending
their deadline for assuming or rejecting unexpired leases of real
property under Section 365(d)(4).

A hearing on the Debtors' request is scheduled for Sep. 18, 2013,
at 2:00 p.m. (EDT).  Objections are due Aug. 26.

John H. Knight, Esq., Michael J. Merchant, Esq., Paul N. Heath,
Esq., and Robert C. Maddox, Esq., at RICHARDS, LAYTON & FINGER,
P.A., in Wilmington, Delaware, represent the Debtors.

                    About National Envelope

National Envelope is the largest privately-held manufacturer of
envelopes in North America.  Headquartered in Frisco, Texas,
National Envelope has eight plants and 15 percent of the envelope
market.  Revenue of $427 million in 2012 resulted in a $60.1
million net loss, continuing an unbroken string of losses since
2007.

NE OPCO, Inc., doing business as National Envelope, along with
affiliate NEV Credit Holdings, Inc., filed petitions seeking
relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del.
Lead Case No. 13-11483) on June 10, 2013.

The company disclosed liabilities including $148.4 million in
secured debt, with $37.5 million owing on a revolving credit and
$15.6 million on a secured term loan.  There is a $55.7 million
second-lien debt 82 percent held by a Gores Group LLC affiliate.

National Envelope, then known as NEC Holdings Corp., first sought
Chapter 11 protection (Bankr. D. Del. Lead Case No. 10-11890) on
June 10, 2010.  The business was bought by Gores Group LLC for
$208 million in a bankruptcy sale.

National Envelope, through NE OPCO, has returned to bankruptcy to
pursue a plan of reorganization or sell the assets as a going
concern via 11 U.S.C. Sec. 363.  The Debtor plans to facilitate a
sale of the business with publicly traded competitor Cenveo Inc.

In the new Chapter 11 case, the company has tapped the law firm
Richards, Layton & Finger as counsel, PricewaterhouseCoopers LLP
as financial adviser, and Epiq Bankruptcy Solutions as claims and
notice agent.

The Gores Group is represented by Weil, Gotshal and Manges LLP and
Lowenstein Landler LLP.  Salus Capital Partners, the DIP agent, is
represented by Choate, Hall & Stewart LLP and Morris Nichols Arsht
& Tunnell LLP.   Wells Fargo Capital Finance, LLC, the prepetition
senior agent, is represented by Goldberg Kohn Ltd and DLA Piper.


NATIONAL ENVELOPE: Creditors' Panel Taps Guggenhiem as Banker
-------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
Chapter 11 cases of NE Opco, Inc., et al., seeks authority from
the U.S. Bankruptcy Court for the District of Delaware to retain
Guggenheim Securities, LLC, as investment banker and financial
advisor.

The firm will be paid a non-refundable cash fee of $75,000 per
month during the term of its engagement, whether or not any
transaction has taken place or will take place.  The firm will
also be reimbursed for any necessary out-of-pocket expenses.

James D. Decker, a senior managing director of Guggenheim
Securities, LLC, assures the Court that his firm is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code and does not represent any interest adverse
to the Committee's.

A hearing on the retention application is scheduled for Aug. 23,
2013, at 10:00 a.m. (prevailing Eastern Time).  Objections are due
Aug. 16.

                    About National Envelope

National Envelope is the largest privately-held manufacturer of
envelopes in North America.  Headquartered in Frisco, Texas,
National Envelope has eight plants and 15 percent of the envelope
market.  Revenue of $427 million in 2012 resulted in a $60.1
million net loss, continuing an unbroken string of losses since
2007.

NE OPCO, Inc., doing business as National Envelope, along with
affiliate NEV Credit Holdings, Inc., filed petitions seeking
relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del.
Lead Case No. 13-11483) on June 10, 2013.

The company disclosed liabilities including $148.4 million in
secured debt, with $37.5 million owing on a revolving credit and
$15.6 million on a secured term loan.  There is a $55.7 million
second-lien debt 82 percent held by a Gores Group LLC affiliate.

National Envelope, then known as NEC Holdings Corp., first sought
Chapter 11 protection (Bankr. D. Del. Lead Case No. 10-11890) on
June 10, 2010.  The business was bought by Gores Group LLC for
$208 million in a bankruptcy sale.

National Envelope, through NE OPCO, has returned to bankruptcy to
pursue a plan of reorganization or sell the assets as a going
concern via 11 U.S.C. Sec. 363.  The Debtor plans to facilitate a
sale of the business with publicly traded competitor Cenveo Inc.

In the new Chapter 11 case, the company has tapped the law firm
Richards, Layton & Finger as counsel, PricewaterhouseCoopers LLP
as financial adviser, and Epiq Bankruptcy Solutions as claims and
notice agent.

The Gores Group is represented by Weil, Gotshal and Manges LLP and
Lowenstein Landler LLP.  Salus Capital Partners, the DIP agent, is
represented by Choate, Hall & Stewart LLP and Morris Nichols Arsht
& Tunnell LLP.   Wells Fargo Capital Finance, LLC, the prepetition
senior agent, is represented by Goldberg Kohn Ltd and DLA Piper.


NEW ENERGY: Plan Confirmation Hearing Set for Oct. 8
----------------------------------------------------
Judge Harry C. Dees, Jr., of the U.S. Bankruptcy Court for the
Northern District of Indiana, South Bend Division, has approved
the revised disclosure statement explaining New Energy Corp.'s
Chapter 11 Plan of Liquidation.

A hearing to consider confirmation of the Debtor's Plan will be
held on Oct. 8, 2013, at 10:30 AM.  Last day to object to
confirmation is Aug. 27.

According to the Disclosure Statement, the Plan will be funded
through the collection and liquidation of the remaining assets of
the Debtor into cash.  The Plan also creates a Liquidating Trust.
The Debtor's estate will contribute the remaining assets to the
Liquidating Trust for the benefit of creditors of the Debtor.

The Plan also incorporates a settlement which resulted from
negotiations between and among the Debtor and certain key creditor
constituents in the case, including the Committee and the Debtor's
prepetition senior lender, the U.S. Department of Energy.

Under the terms of the Plan Settlement, the Prepetition Senior
Lender and the Prepetition Junior Lenders will provide cash, in an
amount not to exceed $75,000, to fund the Liquidating Trust and
the Prepetition Junior Lenders will reduce their pro rata share of
the proceeds of the remaining assets.

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

                         About New Energy Corp.

New Energy Corp. filed a Chapter 11 petition (Bankr. N.D. Ind.
Case No. 12-33866) in South Bend, Indiana, on Nov. 9, 2012.

The Debtor's ethanol facility is the first large-scale Greenfield
ethanol plant constructed in the U.S. and is capable of producing
100 million gallons of ethanol per year.  The Debtors has operated
continuously, without interruption since 1984.  The Debtor's
operations generated over $280 million in revenue in 2011.
At historical production rates, the Company employs 85 to 90
people to run operations, power the plant and to administer the
business operations of the Debtor.

Jeffrey J. Graham, Esq., at Taft Stettinius & Hollister LLP, in
Indianapolis, serves as counsel.  The Debtor estimated assets of
at least $10 million and liabilities of at least $50 million.

New Energy and its Official Committee of Unsecured Creditors have
filed a Plan of Liquidation for the Debtor.  The Plan is dated
June 6, 2013.


NEW ENERGY: Seeks Use of Cash Collateral Until Oct. 20
------------------------------------------------------
New Energy Corp. seeks authority from the U.S. Bankruptcy Court
for the Northern District of Indiana, South Bend Division, to
continue using cash collateral securing its prepetition
indebtedness from Aug. 19 through Oct. 20, 2013.

According to Jeffrey J. Graham, Esq., at Taft Stettinius &
Hollister LLP, in Indianapolis, Indiana, use of Cash Collateral is
necessary to prevent irreparable harm to the Debtor and its
remaining assets that would otherwise result if the Debtor is
prevented from obtaining use of Cash Collateral.

The Debtor is also represented by Jerald I. Ancel, Esq., at TAFT
STETTINIUS & HOLLISTER LLP, in Indianapolis, Indiana, and Timothy
J. Hurley, Esq., at TAFT STETTINIUS & HOLLISTER LLP, in
Cincinnati, Ohio.

                      About New Energy Corp.

New Energy Corp. filed a Chapter 11 petition (Bankr. N.D. Ind.
Case No. 12-33866) in South Bend, Indiana, on Nov. 9, 2012.

The Debtor's ethanol facility is the first large-scale Greenfield
ethanol plant constructed in the U.S. and is capable of producing
100 million gallons of ethanol per year.  The Debtors has operated
continuously, without interruption since 1984.  The Debtor's
operations generated over $280 million in revenue in 2011.
At historical production rates, the Company employs 85 to 90
people to run operations, power the plant and to administer the
business operations of the Debtor.

Jeffrey J. Graham, Esq., at Taft Stettinius & Hollister LLP, in
Indianapolis, serves as counsel.  The Debtor estimated assets of
at least $10 million and liabilities of at least $50 million.

New Energy and its Official Committee of Unsecured Creditors have
filed a Plan of Liquidation for the Debtor.  The Plan is dated
June 6, 2013.  According to the Disclosure Statement, the Plan
will be funded through the collection and liquidation of the
remaining assets of the Debtor into cash.  The Plan also creates a
Liquidating Trust.  The Debtor's estate will contribute the
remaining assets to the Liquidating Trust for the benefit of
creditors of the Debtor.

The Plan also incorporates a settlement which resulted from
negotiations between and among the Debtor and certain key creditor
constituents in the case, including the Committee and the Debtor's
prepetition senior lender, the U.S. Department of Energy.

Under the terms of the Plan Settlement, the Prepetition Senior
Lender and the Prepetition Junior Lenders will provide cash, in an
amount not to exceed $75,000, to fund the Liquidating Trust and
the Prepetition Junior Lenders will reduce their pro rata share of
the proceeds of the remaining assets.

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


NMP-GROUP: Can Employ Cole Schotz as Counsel
--------------------------------------------
A New York bankruptcy court permitted NMP-Group, LLC to hire Cole,
Schotz, Meisel, Forman & Leonard, P.A. as its bankruptcy counsel
nunc pro tunc to the Petition Date.

NMP-Group LLC, the owner of 21 East 33rd Street in Manhattan,
filed a petition for Chapter 11 protection (Bankr. S.D.N.Y. Case
No. 13-bk-12269) on July 10, 2013, in New York to prevent a
foreclosure sale.


NORTHLAND RESOURCES: Requests for Termination of Reorganizations
----------------------------------------------------------------
Northland Resources S.A. and, together with its subsidiaries,
disclosed that the Swedish subsidiaries Northland Recources AB
(publ), Northland Sweden AB and Northland Logistics AB on Aug. 8
requested for the company reorganizations of the companies to be
terminated.

The request is made due to the fact that the reorganization plan
and the composition for the companies, which was approved by the
court on the July 12, has entered into force and become legally
binding.  Thus, the purpose of the company reorganizations has
been fulfilled.  A decision from the District court to terminate
the company reorganizations is expected in two weeks and will then
apply with immediate effect.

The Norwegian subsidiary, Northland Logistics AS, is not going
through a formal reorganization, but has previously agreed with
all of its creditors on a payment plan identical to that of the
Swedish subsidiaries.  Since the composition of the Swedish
subsidiaries has now entered into force, this payment plan is
legally binding for the creditors.

"Northland Resources is one the most extensive and complex
businesses which has so far been reorganized in Sweden.  It is
therefore a pleasure to announce that the reorganization has been
extremely successful.  The success is to a great extent a result
of the loyalty and devotion of the employees of Northland
Resources, as well as the Pajala region as a whole, who have stood
up for the company during the whole reorganization process
although the future of the company at times could be in doubt.  As
a result, the operations of Northland Resources can now continue
with maintained job opportunities for the employed staff.  In my
opinion the reorganization has also been favorable for the
creditors whom have not been forced to waive any portion of their
claims or rights against the companies, other than by postponing
the date of payment," said Lars Soderqvist, the administrator of
the companies.

                          About Northland

Headquartered in Luxembourg, Northland Resources S.A. is a
producer of iron ore concentrate, with a portfolio of production,
development and exploration mines and projects in northern Sweden
and Finland.  The first construction phase of the Kaunisvaara
project is complete and production ramp-up started in November
2012.  The Company expects to produce high-grade, high-quality
magnetite iron concentrate in Kaunisvaara, Sweden, where the
Company expects to exploit two magnetite iron ore deposits,
Tapuli and Sahavaara.  Northland has entered into off-take
contracts with three partners for the entire production from the
Kaunisvaara project over the next seven to ten years.  The
Company is also preparing a Definitive Feasibility Study for its
Hannukainen Iron Oxide Copper Gold project in Kolari, northern
Finland and for the Pellivuoma deposit, which is located 15 km
from the Kaunisvaara processing plant.

As reported by the Troubled Company Reporter on July 15, 2013,
Peter Pernlof, Acting CEO and COO of Northland Resources S.A.,
disclosed that the Lulea District Court approved on July 12 the
reorganization plan for the Company's Swedish subsidiaries.
As previously disclosed, the Lulea District Court held
composition proceedings on July 12 in connection with the
reorganization of companies Northland Resources AB (publ),
Northland Sweden AB and Northland Logistics AB.  During the
proceedings the companies' creditors approved the terms of the
proposed composition.  The District Court held in accordance with
this and approved the reorganization plan and composition.
Norwegian subsidiary Northland Logistics AS is not going through
formal reorganization, but has previously agreed with all of its
creditors on a payment plan identical to that of the other
subsidiaries.

                         *     *     *

As reported by the Troubled Company Reporter-Europe on April 1,
2013, Moody's Investors Service affirmed the Caa3 corporate
family rating and bond rating of Northland Resources AB.
Concurrently, Moody's has applied the 'limited default' ('/LD')
indicator to the company's Ca-PD probability of default rating
(PDR), to reflect the recently missed interest payment on its
outstanding notes, which the rating agency considers a default
according to its definition of default.  As a result, Moody's PDR
for Northland has been affirmed at Ca-PD/LD.  In addition, the
outlook on all ratings remains negative.


OCZ TECHNOLOGY: In Covenant Default; To Amend Hercules Agreement
----------------------------------------------------------------
OCZ Technology Group, Inc. on Aug. 13 disclosed that it has signed
definitive agreements with various institutional and accredited
investors to raise gross proceeds of approximately $13 million in
a private placement of Senior Secured Convertible Debentures and
Warrants.  The transaction is subject to customary closing
conditions.

The Senior Secured Convertible Debentures are secured by a lien on
all of the assets of OCZ Technology Group, Inc. and its
subsidiaries, and are subordinate to the Hercules Technology
Growth Capital, Inc. Loan and Security Agreement.  The debentures
carry a 9 percent interest rate per year, payable in cash, and
will mature on the one year anniversary of the closing date.  The
debentures are convertible into shares of OCZ Technology common
stock at a conversion price of $1.70 per share.

In connection with the offering of the debentures, warrants will
also be issued at closing that provide investors the opportunity
to purchase common stock equal to 75 percent of the number of
shares into which the debentures will be convertible, and at a
strike price of $0.75 per share.  The warrants will have a 5 year
term from the closing date.  Both the conversion price of the
debentures and the exercise price of the warrants are subject to
price adjustments in relation to anti-dilution events.

"This new financing provides OCZ with additional capital to
continue the transformation of our business as the Company
continues to focus on delivering high performance, client and
enterprise solid state storage solutions," stated Rafael Torres,
CFO of OCZ Technology.

In addition, OCZ Technology also disclosed that it has retained
Deutsche Bank Securities Inc. as financial advisor to assist the
board of directors in evaluating various strategic alternatives
available to the Company.

At closing, the Company will amend its Loan and Security agreement
with Hercules as the Company did not meet certain covenants.  In
connection with the amendment, all of Hercules warrants, or
approximately 3.9 million warrants, will be cancelled.  This loan
will now be payable on June 1, 2014, and will include a loan fee
of $6.5 million that will be payable at maturity of the loan and
be junior to the Senior Secured Convertible Debentures.  Upon the
effectiveness of this amendment, Hercules waives any existing
defaults.  Additional details of the transaction will be filed in
an 8-K and OCZ encourages investors to read the filing for a
better understanding of the terms of the funding.

OCZ will be required to file a resale registration statement
within 60 days following the closing that covers the resale by the
purchasers of the shares issuable upon conversion of the
debentures or exercise of the warrants.  The debentures and
warrants have not been and will not be registered under the
Securities Act of 1933 or the securities laws of any state or
jurisdiction.

                  About OCZ Technology Group, Inc.

Founded in 2002, San Jose, California-based OCZ Technology Group,
Inc. -- http://www.ocztechnology.com-- is a provider of high-
performance solid-state drives (SSDs) for computing devices and
systems.


PARK SIDE: Residential Unit Purchasers Seek Trustee Appointment
---------------------------------------------------------------
Certain non-occupant purchasers of residential units owned by Park
Side Estates LLC ask a New York bankruptcy Court to appoint a
Chapter 11 Trustee for the Debtor's bankruptcy proceeding.

The movants are certain Non-Occupants Purchasers of units at 159
Classon Avenue and one Non-Occupant purchaser of a unit at 143
Classon Avenue.

Counsel to the Movants, Leo Fox, Esq., asserts that records show
that the Debtor's case is replete with instances of wrong doing,
prior and during the Chapter 11 case -- which include the failure
to schedule creditors; attempts to manipulate the Court; failure
to disclose to the Court of the facts and circumstances
surrounding the Debtor and its background; and attempts to solicit
and sell units in the Debtor's real property without appropriate
authorization -- all of which were undertaken by the Debtor, its
lenders, and others.

                      About Park Side Estates

Monsey, New York-based Park Side Estates, LLC, sought Chapter 11
bankruptcy protection (Bankr. S.D.N.Y. Case No. 13-22198) in White
Plains on Feb. 7, 2013, estimating assets and liabilities in
excess of $10 million.

The Debtor owns the real property located at 143-159 Classon
Avenue, Brooklyn, New York, improved by two buildings with 37
residential units, commercial units and parking.  It said that its
principal asset is located at 143-159 Classon Avenue, in Brooklyn.

The Debtor sought bankruptcy to trigger the automatic stay to stop
the auction.

The petition was signed by Moshe Junger as managing member.
Arnold Mitchell Greene, Esq., at Robinson Brog Leinwand Greene
Genovese & Gluck, P.C., serves as the Debtor's counsel.  The
Debtor estimated assets and debts of at least $10 million as of
the Petition Date.  Judge Robert D. Drain presides over the case.


PARK SIDE: Liquidation Plan Hinges on Sale of Brooklyn Property
---------------------------------------------------------------
Park Side Estates, LLC, filed a Plan of Liquidation and
accompanying Disclosure Statement to the U.S. Bankruptcy Court for
the Southern District of New York.

The Plan provides for the sale of the Debtor's property at 143-159
Classon Avenue, in Brooklyn, New York, to Classon Estates One, LLC
and thereafter the liquidation of the Debtor.  The Purchaser will
assume the existing Classon Mortgage in the agreed upon reduced
amount of $17,250,000, which amount includes the $2,414,500
obligation in the Loan Participation Agreement (the CE Mortgage),
which mortgage may be modified on terms acceptable to Purchaser
and Classon.  The Purchaser will also assume the Loan
Participation Agreement and Option/Occupants' Agreements.

Plan payments will be funded from the cash component of the
purchase price of the Property which includes: the amounts
required to satisfy professional fees and fees of the United
States Trustee, payment of any and all real estate taxes and
related charges and the Estate Contribution which is defined in
the Contract as consisting of $400,000 on the Effective Date of
the Plan and $425,000 within 5 business days of the issuance of
certificates of occupancy for the Property and the closing of not
less than 3 (3) condominiums located in the building commonly
known as 159 Classon Avenue.

To the extent the Plan is not confirmed, the Estate Contribution
will be reduced to $200,000 at the closing of the sale to
Purchaser and $225,000 within 5 business days of the issuance of
certificates of occupancy for the Property and the closing of not
less than 3 condominiums located in the building commonly known as
159 Classon Avenue.

Classon has also agreed to contribute $50,000 towards funding of
the Plan (the Classon Contribution).

The Debtor estimates that the Estate Contribution in the amount of
$825,000 plus the Classon Contribution will result in a 100%
distribution to holders of administrative claim, priority claims,
and priority tax claims and the potential for a substantial pro
rata distribution to holders of Allowed Unsecured Claims.

Equity interests in the Debtor will be canceled on the Plan
Effective Date.

After the Effective Date, pursuant to the Contract, the Purchaser
will be responsible for advancing the balance of the Estate
Contribution in the amount of $425,000 for distribution to
creditors in accordance with the priorities established by the
Bankruptcy Code.

A ful-text copy of the Disclosure Statement dated July 30, 2013 is
available for free at:

            http://bankrupt.com/misc/PARKSIDE_DSJul30.PDF

                     About Park Side Estates

Monsey, New York-based Park Side Estates, LLC, sought Chapter 11
bankruptcy protection (Bankr. S.D.N.Y. Case No. 13-22198) in White
Plains on Feb. 7, 2013, estimating assets and liabilities in
excess of $10 million.  Judge Robert D. Drain presides over the
case.  The petition was signed by Moshe Junger as managing member.

The Debtor owns the real property located at 143-159 Classon
Avenue, Brooklyn, New York, improved by two buildings with 37
residential units, commercial units and parking.  It said that its
principal asset is located at 143-159 Classon Avenue, in Brooklyn.

The Debtor sought bankruptcy to trigger the automatic stay to stop
the auction.

Arnold Mitchell Greene, Esq., and Lori A. Schwartz, Esq. at
Robinson Brog Leinwand Greene Genovese & Gluck, P.C., serve as the
Debtor's counsel.  Avery Laub is the Debtor's chief restructuring
officer.


PARK SIDE: Gets Court's Final Nod on $350K Loan From Classon V
--------------------------------------------------------------
Judge Robert Drain entered a final order allowing Park Side
Estates, LLC, to borrow up to $350,000 from Classon Estates V,
LLC, an affiliate of the Debtor's prepetition lender Classon
Estates LLC.

Classon Estates V is deemed to have fully earned an origination
fee of 2% of the total authorized amount.

The DIP Loan will accrue interest at a rate of 10% per annum.  The
Loan, along with all accrued interest and expenses, will come due
on the earlier of (i) an effective date of a plan of
reorganization, or (ii) Oct. 11, 2013.

The Debtor is also allowed access to its Cash Collateral.

Classon is granted an adequate protection claim for any
postpetition diminution in value of its interests in the
prepetition collateral.

                     About Park Side Estates

Monsey, New York-based Park Side Estates, LLC, sought Chapter 11
bankruptcy protection (Bankr. S.D.N.Y. Case No. 13-22198) in White
Plains on Feb. 7, 2013, estimating assets and liabilities in
excess of $10 million.  Judge Robert D. Drain presides over the
case.  The petition was signed by Moshe Junger as managing member.

The Debtor owns the real property located at 143-159 Classon
Avenue, Brooklyn, New York, improved by two buildings with 37
residential units, commercial units and parking.  It said that its
principal asset is located at 143-159 Classon Avenue, in Brooklyn.

The Debtor sought bankruptcy to trigger the automatic stay to stop
the auction.

Arnold Mitchell Greene, Esq., and Lori A. Schwartz, Esq. at
Robinson Brog Leinwand Greene Genovese & Gluck, P.C., serve as the
Debtor's counsel.  Avery Laub is the Debtor's chief restructuring
officer.


PATRIOT COAL: Files Motion Seeking Approval of New CBAs with UMWA
-----------------------------------------------------------------
Patriot Coal Corporation, et al., filed with the U.S. Bankruptcy
Court for the Eastern District of Missouri on Aug. 13, 2013,
pursuant to 11 U.S.C. Sections 363(b), 1113, 1114(e) and 105(a)
and Fed. R. Bankr. P. 9019(a), the Debtors' Motion seeking
authorization to enter into new Collective Bargaining Agreements
and Memorandum of Understanding with the United Mine Workers of
America (the "UMWA).

The Motion is scheduled for hearing on Aug. 20, 2013, at 10:00
a.m.  The objection Deadline is Aug. 19, 2013, at 9:00 a.m.

According to papers filed with the Court Tuesday, on Aug. 9, 2013,
the Debtors and the UMWA, as the representative of the UMWA
Employees under the Existing CBAs, reached negotiated resolutions
on modifications to the Existing CBAs, as set forth in the New
CBAs and the MOU (together, the "1113 Settlement"), and the
Debtors and the UMWA, in its capacity as the authorized
representative of the UMWA Retirees, reached negotiated
resolutions on modifications to the Retiree Benefits, as set forth
in Article XX of the New CBAs and the MOU (collectively, the "1114
Settlement").

A brief summary of the key terms of the 1113 Settlement and a
brief summary of the 1114 Settlement are found in pages 6 through
of the Motion, a copy of which is available at:

         http://bankrupt.com/misc/patriotcoal.doc4460.pdf

United Mine Workers of America filed Wednesday a Joinder in the
motion of the Debtors seeking approval of new CBAs and the MOU.

                         About Patriot Coal

St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer
and marketer of coal in the eastern United States, with 13 active
mining complexes in Appalachia and the Illinois Basin.  The
Company ships to domestic and international electricity
generators, industrial users and metallurgical coal customers, and
controls roughly 1.9 billion tons of proven and probable coal
reserves.

Patriot Coal and nearly 100 affiliates filed voluntary Chapter 11
petitions in U.S. bankruptcy court in Manhattan (Bankr. S.D.N.Y.
Lead Case No. 12-12900) on July 9, 2012.  Patriot said it had
$3.57 billion of assets and $3.07 billion of debts, and has
arranged $802 million of financing to continue operations during
the reorganization.

Davis Polk & Wardwell LLP serves as lead restructuring counsel.
Bryan Cave LLP serves as local counsel to the Debtors.  Blackstone
Advisory Partners LP is serving as financial advisor, and AP
Services, LLC is providing interim management services to Patriot
in connection with the reorganization.  Ted Stenger, a Managing
Director at AlixPartners LLP, the parent company of AP Services,
has been named Chief Restructuring Officer of Patriot, reporting
to the Chairman and CEO.  GCG, Inc. serves as claims and noticing
agent.

The U.S. Trustee appointed a seven-member creditors committee.
Kramer Levin Naftalis & Frankel LLP serves as its counsel.
HoulihanLokey Capital, Inc., serves as its financial advisor and
investment banker.  Epiq Bankruptcy Solutions, LLC, serves as its
information agent.

On Nov. 27, 2012, the New York bankruptcy judge moved Patriot's
bankruptcy case to St. Louis.  The order formally sending the
reorganization to Missouri was signed December 19 by the
bankruptcy judge.  The New York Judge in a Jan. 23, 2013 order
denied motions to transfer the venue to the U.S. Bankruptcy Court
for the Southern District of West Virginia.


PORTER BANCORP: Incurs $1.7 Million Net Loss in Second Quarter
--------------------------------------------------------------
Porter Bancorp, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
attributable to common shareholders of $1.68 million on $11.16
million of interest income for the three months ended June 30,
2013, as compared with a net loss attributable to common
shareholders of $319,000 on $14.81 million of interest income for
the same period during the prior year.

For the six months ended June 30, 2013, the Company incurred a net
loss attributable to common shareholders of $2.21 million on
$22.42 million of interest income, as compared with net income
attributable to common shareholders of $661,000 on $30.56 million
of interest income for the same period a year ago.

Porter Bancorp disclosed a net loss of $32.93 million in 2012, a
net loss of $107.30 million in 2011 and a net loss of $4.38
million in 2010.

As of June 30, 2013, the Company had $1.07 billion in total
assets, $1.03 billion in total liabilities and $38.75 million in
total stockholders' equity.

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

                        http://is.gd/iPLqA3

                       About Porter Bancorp

Porter Bancorp, Inc., is a bank holding company headquartered in
Louisville, Kentucky.  Through its wholly-owned subsidiary PBI
Bank, the Company operates 18 full-service banking offices in
12 counties in Kentucky.

Crowe Horwath, LLP, in Louisville, Kentucky, 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 substantial losses in 2012, 2011 and
2010, largely as a result of asset impairments.  In addition, the
Company's bank subsidiary is not in compliance with a regulatory
enforcement order issued by its primary federal regulator
requiring, among other things, increased minimum regulatory
capital ratios.  Additional significant asset impairments or
continued failure to comply with the regulatory enforcement order
may result in additional adverse regulatory action.  These events
raise substantial doubt about the Company's ability to continue as
a going concern.


QUANTUM CORP: Stockholders Elect Nine Directors
-----------------------------------------------
The annual meeting of stockholders of Quantum Corporation was held
on Aug. 7, 2013, at which the stockholders elected nine nominees
recommended by the Company's Board of Directors to the Board to
serve until the next Annual Meeting or until their successors are
elected and duly qualified, namely:

   (1) Paul R. Auvil III;
   (2) Philip Black;
   (3) Michael A. Brown;
   (4) Louis DiNardo;
   (5) Jon W. Gacek;
   (6) David A. Krall;
   (7) Gregg J. Powers;
   (8) David E. Roberson; and
   (9) Jeffrey C. Smith.

The stockholders ratified the appointment of
PricewaterhouseCoopers LLP as the independent registered public
accounting firm of the Company for the fiscal year ending
March 31, 2014.  The stockholders voted for the adoption of a
resolution approving, on an advisory basis, the compensation of
the Company's named executive officers.

                         About Quantum Corp.

Based in San Jose, California, Quantum Corp. (NYSE:QTM) --
http://www.quantum.com/-- is a storage company specializing in
backup, recovery and archive.  Quantum provides a comprehensive,
integrated range of disk, tape, and software solutions supported
by a world-class sales and service organization.

For the 12 months ended March 31, 2013, the Company incurred a net
loss of $52.41 million on $587.57 million of total revenue, as
compared with a net loss of $8.81 million on $652.37 million of
total revenue for the same period a year ago.

As of June 30, 2013, the Company had $358.41 million in total
assets, $435.71 million in total liabilities and a $77.31 million
stockholders' deficit.


QUICKSILVER RESOURCES: Reports $242.5 Million Net Income in Q2
--------------------------------------------------------------
Quicksilver Resources Inc. filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $242.52 million on $175.49 million of total revenue
for the three months ended June 30, 2013, as compared with a net
loss of $802.02 million on $194.01 million of total revenue for
the same period during the prior year.

For the six months ended June 30, 2013, the Company posted net
income of $182.81 million on $294.20 million of revenue, as
compared with a net loss of $1.01 billion on $366.88 million of
total revenue for the same period a year ago.

As of June 30, 2013, the Company had $1.39 billion in total
assets, $2.36 billion in total liabilities and a $968.49 million
total stockholders' deficit.

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

                       http://is.gd/ZeqVCw

                         About Quicksilver

Quicksilver Resources Inc. is an exploration and production
company engaged in the development and production of long-lived
natural gas and oil properties onshore North America.  Based in
Fort Worth, Texas, the company is widely recognized as a leader in
the development and production from unconventional reservoirs
including shale gas, and coal bed methane.  Following more than 30
years of operating as a private company, Quicksilver became public
in 1999 and is listed on the New York Stock Exchange under the
ticker symbol KWK.  The company has U.S. offices in Fort Worth,
Texas; Glen Rose, Texas; Steamboat Springs, Colorado; Craig,
Colorado and Cut Bank, Montana.  The Company's Canadian
subsidiary, Quicksilver Resources Canada Inc., is headquartered in
Calgary, Alberta.

                            *   *    *

As reported by the TCR on June 17, 2013, Moody's Investors Service
downgraded Quicksilver Resources Inc.'s Corporate Family Rating to
Caa1 from B3.  "This rating action is reflective of Quicksilver's
revised recapitalization plan," stated Michael Somogyi, Moody's
Vice President and Senior Analyst.  "Quicksilver's inability to
complete its recapitalization plan as proposed elevates near-term
refinancing risk given its weak operating profile and raises
concerns over the sustainability of the company's capital
structure."

In the June 27, 2013, edition of the TCR, Standard & Poor's
Ratings Services said it lowered its corporate credit rating on
Fort Worth, Texas-based Quicksilver Resources Inc. to 'CCC+' from
'B-'.  "We lowered our corporate credit rating on Quicksilver
Resources because we do not believe the company will be able to
remedy its unsustainable leverage," said Standard & Poor's credit
analyst Carin Dehne-Kiley.


RADIAN GROUP: Declares Regular Quarterly Dividend on Common Stock
-----------------------------------------------------------------
Radian Group Inc. on Aug. 14 disclosed that the company's Board of
Directors approved a regular quarterly dividend on its common
stock in the amount of $0.0025 per share, payable on September 5,
2013, to stockholders of record as of August 26, 2013.

                        About Radian Group

Headquartered in Philadelphia, Radian Group Inc. --
http://www.radian.biz-- provides private mortgage insurance and
related risk mitigation products and services to mortgage lenders
nationwide through its principal operating subsidiary, Radian
Guaranty Inc.  These services help promote and preserve
homeownership opportunities for homebuyers, while protecting
lenders from default-related losses on residential first mortgages
and facilitating the sale of low-downpayment mortgages in the
secondary market.

                           *     *     *

As reported by the Troubled Company Reporter on March 4, 2013,
Standard & Poor's Ratings Services said that it has affirmed all
of its ratings on Radian Group Inc.  At the same time, S&P revised
the outlook to stable from negative.  S&P also assigned its 'CCC+'
senior unsecured debt rating to the company's proposed
$350 million convertible senior notes.

As reported by the Troubled Company Reporter on Oct. 17, 2012,
Standard & Poor's Rating Services raised its long-term issuer
credit ratings on Radian Group Inc. (RDN) to 'CCC+' from 'CCC-'
and MGIC Investment Corp. (MTG) to 'CCC+' from 'CCC'. The
financial strength ratings for both RDN's and MTG's respective
operating companies are unchanged.  The outlook on both companies
is negative.

"The outlook for each company is negative, reflecting the
continuing risk of significant adverse reserve development; the
current trajectory of operating performance; and the expected
impact ongoing losses will have on their capital positions," S&P
said in October 2012.  "We expect operating performance to
deteriorate for the rest of the year for both companies,
reflecting the affect of normal adverse seasonality on new notices
of delinquency and cure rates, and the lack of greater improvement
in the job markets."


RESIDENTIAL CAPITAL: UST, et al., File Objections to Plan Outline
-----------------------------------------------------------------
Multiple parties object to the adequacy of the disclosure
statement explaining the Chapter 11 plan of Residential Capital,
LLC, and its debtor affiliates.  The objectors include:

     -- the U.S. Trustee;
     -- the Ad Hoc Group of Junior Secured Noteholders;
     -- Federal Home Loan Mortgage Corporation ("Freddie Mac");
     -- Federal Housing Finance Agency as conservator of
        Freddie Mac;
     -- Impac Funding Corporation and Impac Mortgage Holdings,
        Inc.;
     -- Pension Benefit Guaranty Corporation;
     -- plaintiffs in the putative class action captioned
        Rothstein, et al. v. GMAC Mortgage, LLC, et al., No.
        1:12-CV-3412-AJN (S.D.N.Y);
     -- Ambac Assurance Corporation and the Segregated Account
        of Ambac Assurance Corporation

Tracy Hope Davis, the U.S. Trustee for Region 2, complains that
"[t]he underlying Plan to the Disclosure Statement has two
significant legal flaws.  First, it describes a Plan that contains
provisions that do not comply with Section 1129(a)(1) of the
Bankruptcy Code.  Specifically, the Plan requires impermissible
payments to be made for the reimbursement of legal expenses of
certain creditors, which payments are permitted only if the
requirements of Section 503(b) have been met.  Unless these
provisions are removed from the Plan, the Plan is not confirmable
and neither the Plan nor the Disclosure Statement may be approved.
Second, even if the U.S. Bankruptcy Court for the Southern
District of New York declines to find that the Plan as proposed
cannot be confirmed, the United States Trustee objects to the
approval of the Disclosure Statement because it does not provide
adequate information concerning the Plan."

The JSN Ad Hoc Group also complains that: first, the Disclosure
Statement fails to address what happens if the JSNs' entitlement
to postpetition interest is decided on a ground that is
inconsistent with the Global Settlement; second, the Disclosure
Statement fails to address, in a balanced and detailed way, the
key issues in dispute between the JSNs and the Plan Proponents;
third, the Disclosure Statement does not provide full and fair
disclosure of the Global Settlement; and fourth, the Disclosure
Statement does not provide full and fair disclosure as to the
settlement with Ally Financial Inc.

Freddie Mac argues that the Court should not approve the
Disclosure Statement because it does not provide adequate
information for Freddie Mac and the other investors in ResCap
residential mortgage-backed securities to make an informed
decision as to whether to support or oppose the Plan.  Pursuant to
the Plan, the Debtors are proposing to settle tens of billions of
dollars of RMBS-related claims with respect to more than 800 RMBS
trusts for an aggregate allowed claim amount of $7.301 billion.  A
critical component of the RMBS Settlement is the amount of
proceeds that each Trust will actually receive pursuant to the
Settlement, but, Freddie Mac points out, the Disclosure Statement
fails to provide that essential information, and instead sets
forth a disjointed, ambiguous allocation methodology that is
virtually impossible to follow.  Additionally, the Disclosure
Statement includes several Schedules identifying the "Recognized
Claims" of each of the Trusts that are inaccurate and faulty in
various respects.  Thus, even if one could understand the
allocation methodology, one still could not compute the expected
recoveries of any given RMBS Trust because the information in the
Schedules is admittedly incorrect.

FHFA states, "[t]he Disclosure Statement fails to provide adequate
information concerning key aspects of the Plan affecting all
creditors.  Chief among the omitted information is FHFA's first
priority right, under statutory authority and binding Second
Circuit precedent, to receive proceeds of certain estate avoidance
actions being retained under the Plan.  The Disclosure Statement
wholly fails to apprise stakeholders of FHFA's superior rights to
such proceeds.  Moreover, the Disclosure Statement falls far short
of the requisite amount of information it must contain by omitting
any substantive disclosures concerning the method of allocating
the Ally Contribution between estate and non-estate causes of
action and as among the Debtor estates."

Impac asserts that approval of the Disclosure Statement must be
denied because the Plan described by the Disclosure Statement
contravenes the Bankruptcy Code, United States Supreme Court,
and Second Circuit precedents.  Thus, the Plan is inherently
unconfirmable, making approval of the Disclosure Statement
inappropriate.  Impac points out that under the Plan, the Debtors
would be free to reject executory contracts on a post-confirmation
basis in contravention of the Bankruptcy Code.  The Debtors,
according to Impac, would enjoy the extension of time to decide
until 30 days after the Court adjudicates the amount of the Cure
Claim validly due and owing by the Debtors.  In the event that a
contract counterparty disputes the amount of the cure unilaterally
set by the Debtors, the Plan provides that the Debtors will
provide no cure payment to the contract counterparty.  Instead,
100% of the cure will remain unpaid until the time as either: (1)
the Court resolves the dispute; or (2) the Debtors and the
contract counterparty settle the dispute.

Ambac reserves all rights with respect to the Plan described in
the Disclosure Statement, including the right to object to the
plan on any proper grounds at the appropriate time.  Ambac relates
that it remains engaged in discussions with the Debtors and the
Creditors' Committee in an effort to agree on the terms pursuant
to which Ambac would lend its full support to confirmation of the
plan contemplated by the Disclosure Statement.  Ambac says it
remains optimistic that those terms will be finalized in the near
term.

The Rothstein Plaintiffs states, "The Disclosure Statement
describes a plan that will enjoin Plaintiffs from pursuing their
claims in Rothstein against non-debtor parties and provides very
little funding to distribute under the proposed plan for the
release of such claims: only $57.6 million of a total of $2.1
billion.  The Plaintiffs intend to object to such a plan because
of improper third party releases and injunctions and insufficient
funding for borrower claims."

Other parties who objected to the Disclosure Statement are:

   * Donna Moore and Keith McMillon, together with named
     plaintiff Frenchola Holden in the putative class action
     styled Donna Moore, Frenchola Holden and Keith McMillon,
     Individually and on Behalf of All Others Similarly Situated
     v. GMAC Mortgage, LLC, GMAC Bank, and Cap Re of Vermont,
     Inc., Civil Action No. 2:07-cv-4296-PD, represented by
     Michael S. Etkin, Esq., Tania Ingman, Esq., and Andrew D.
     Behlmann, Esq., at LOWENSTEIN SANDLER LLP, in New York;

   * Amherst Advisory & Management, LLC, represented by David M.
     Feldman, Esq., and Joshua P. Weisser, Esq., at GIBSON, DUNN
     & CRUTCHER LLP, in New York;

   * UMB Bank, N.A., As Successor Indenture Trustee, with respect
     to the 9.625% Junior Secured Guaranteed Notes due 2015
     issued by Residential Capital, LLC, pursuant to that certain
     Indenture, dated as of June 6, 2008, represented by James S.
     Carr, Esq., Eric R. Wilson, Esq., and Jason R. Adams, Esq.,
     at KELLEY DRYE & WARREN LLP, in New York;

   * Assured Guaranty Municipal Corp. f/k/a Financial Security
     Assurance Inc. and certain affiliates, represented by Irena
     M. Goldstein, Esq., at PROSKAUER ROSE LLP, in New York;

   * AIG Asset Management (U.S.), LLC. et al., Allstate Insurance
     Company, et al., Massachusetts Mutual Life Insurance
     Company, and Prudential Insurance Company of America, et
     al., represented by Daniel L. Brockett, Esq., Susheel
     Kirpalani, Esq., Jennifer Barrett, Esq., Maria Ginzburg,
     Esq., and Scott C. Shelley, Esq., at QUINN EMANUEL URQUHART
     & SULLIVAN, LLP, in New York; and Eric D. Winston, Esq., and
     Jeremy D. Andersen, Esq., at QUINN EMANUEL URQUHART &
     SULLIVAN, LLP, in Los Angeles, California;

   * New Jersey Carpenters Health Fund, the court-appointed lead
     plaintiff in the consolidated securities class action styled
     as New Jersey Carpenters Health Fund, et al., on Behalf of
     Themselves and All Others Similarly Situated v. Residential
     Capital, LLC, et al., pending in the United States District
     Court for the Southern District of New York, Case No.
     08-CV-8781 (HB), together with New Jersey Carpenters
     Vacation Fund and Boilermaker Blacksmith National Pension
     Trust, represented by Michael S. Etkin, Esq., and Andrew
     Behlmann, Esq., at LOWENSTEIN SANDLER LLP, in New York;

   * Union Central Life Insurance Company, Ameritas Life
     Insurance Corp., and Acacia Life Insurance Company,
     plaintiffs in the civil action styled as Union Cent. Life
     Ins. Co. et al. v. Credit Suisse First Boston Mortg. Sec.
     Corp. et al., pending in the United States District Court
     for the Southern District of New York, Case No. 11-CV-2890
     (GBD), represented by Michael S. Etkin, Esq., and Andrew
     Behlmann, Esq., at LOWENSTEIN SANDLER LLP, in New York;

   * Cambridge Place Investment Management Inc., plaintiff in the
     civil actions styled as Cambridge Place Investment
     Management Inc. v. Morgan Stanley & Co., Inc., et al.,
     pending in the Superior Court of Massachusetts, Case Nos.
     10-2741-BLS1 and 11-0555-BLS1, represented by Michael S.
     Etkin, Esq., and Andrew Behlmann, Esq., at LOWENSTEIN
     SANDLER LLP, in New York; and

   * Pro se creditors Paul N. Pappas II, Michelle Lawson, and
     Anne M. Nelson.

Brian S. Masumoto, Esq., and Eric Small, Esq., trial attorneys at
the Office of the United States Trustee, in New York, represent
the U.S. Trustee.

J. Christopher Shore, Esq., and Harrison L. Denman, Esq., at WHITE
& CASE LLP, in New York; and Gerard Uzzi, Esq., Daniel Perry,
Esq., and Atara Miller, Esq., at MILBANK, TWEED, HADLEY & McCLOY
LLP, in New York, represent the Ad Hoc Group.

Freddie Mac is represented by Peter S. Goodman, Esq., Kyle A.
Lonergan, Esq., Paul Moak, Esq., and Michael R. Carney, Esq., at
MCKOOL SMITH, P.C., in New York,

Impac is represented by Christopher F. Graham, Esq., and Alan F.
Kaufman, Esq., at MCKENNA LONG & ALDRIDGE LLP, in New York; and
David E. Gordon, Esq., at MCKENNA LONG & ALDRIDGE LLP, in Atlanta,
Georgia.

Ambac is represented by David W. Dykhouse, Esq., and Brian P.
Guiney, Esq., at PATTERSON BELKNAP WEBB & TYLER LLP, in New York.

The Rothstein Plaintiffs are represented by Mark A. Strauss, Esq.,
and J. Brandon Walker, Esq., at KIRBY McINERNEY LLP, in New York;
and Mary E. Augustine, Esq., and Garvan F. McDaniel, Esq., at
BIFFERATO GENTILOTTI, in Wilmington, Delaware.

PBGC is represented by Israel Goldowitz, Chief Counsel, Charles L.
Finke, Deputy Chief Counsel, Andrea M. Wong, Assistant Chief
Counsel, Vicente Matias Murrell -- murrell.vicente@pbgc.gov --
Attorney, in Washington, D.C.

Andrew K. Glenn, Esq. -- aglenn@kasowitz.com -- Kanchana Wangkeo
Leung, Esq. -- kleung@kasowitz.com -- and Daniel A. Fliman, Esq.
-- dfliman@kasowitz.com -- at KASOWITZ, BENSON, TORRES & FRIEDMAN
LLP, in New York.

                            The Plan

Under the Plan, ResCap's parent, Ally Financial Inc., will pay
$2.1 billion in exchange for a release from claims for defective
mortgage-backed securities.  According to the disclosure
statement:

    * Junior secured creditors stand to recover 71.4 percent
      to 77.1 percent on their $2.22 billion in claims.

    * ResCap's $2.15 billion in general unsecured claims
      will receive a distribution of 36.3 percent, according
      to the disclosure statement.

    * Unsecured creditors with $2 billion in claims against
      the "GMACM" companies are to have a 30.1 percent recovery.

A full-text copy of the Plan, dated July 3, 2013, is available for
free at http://bankrupt.com/misc/RESCAP_plan0703.pdf

A full-text copy of the Disclosure Statement, dated July 4, 2013,
is available for free at:

            http://bankrupt.com/misc/RESCAP_ds0704.pdf

                   About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities at March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap sold most of the businesses for a combined $4.5 billion.
The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


RESIDENTIAL CAPITAL: Credit Union et al. Object to Plan Outline
---------------------------------------------------------------
National Credit Union Administration Board, as Liquidating Agent
for Western Corp. Federal Credit Union and U.S. Central Federal
Credit Union, which filed securities claims asserting a total of
approximately $200 million; the County of San Bernardino,
California, which filed a $97,493 claim for unpaid real property
taxes; and pro se creditors Sidney and Yvonne Lewis, object to the
adequacy of the disclosure statement explaining Residential
Capital, LLC, and its debtor affiliates' Chapter 11 Plan.

The Credit Unions complain that the Disclosure Statement does not
provide adequate information or explanation about, among other
things, why the Plan treats NCUAB's 11 claims against the Debtors
differently from the securities claims against the Debtors that
are classified as Private Securities Claims.  The Credit Unions
point out that under the Plan, assets of the Debtors will be used
to settle some claims against non-debtor Ally parties in a way
that causes some securities-based claims against the Debtors to
receive higher recoveries than other similar securities-based
claims.  The Credit Unions are represented by Laura E. Neish,
Esq., at Zuckerman Spaeder LLP, in New York; and Nelson C. Cohen,
Esq., and Graeme Bush, Esq., at Zuckerman Spaeder LLP, in
Washington, D.C.

The County of San Bernardino, California, represented by Martha E.
Romero, Esq. -- Romero@mromerolawfirm.com -- at Romero Law Firm,
in Whittier, California, objects to the Disclosure Statement,
complaining that it fails to set forth the state law interest
rates, as required by Sections 506(b) and 511 of the Bankruptcy
Code.  The Disclosure Statement also fails to set forth lien
retention and a default provision in the event that taxes are not
paid.  The San Bernardino County Office of the Tax Collector filed
a claim for $97,493 in real property taxes, including amounts due
for tax years 2008 through 2012.

The Nassau County Treasurer, which filed a $47,680 claim allegedly
secured by the Debtors' real property, complains that the Debtors
failed to disclose in both the Plan and the Disclosure Statement
any information with respect to the property tax arrearage on the
Debtors' property in Westbury, New York.  This lack of disclosure
prohibits a creditor or party-in-interest from making an informed
decision as it relates to the Plan, Patrick R. Gallagher, Esq.,
Deputy County Attorney, in Mineola, New York, asserts.  The
Treasurer also adds that the Plan is not confirmable in its
present state because the Plan does not recognize the Treasurer's
claim as a secured claim or account for the claim in any way.  The
Treasurer objects to the non-treatment of its secured claim and
lack of payment terms provided by the Plan for the claim.

A hearing on the adequacy of the Disclosure Statement is scheduled
before the Honorable Martin Glenn, United States Bankruptcy Judge
for the Southern District of New York, for 10:00 a.m. (ET) on
Aug. 21, 2013.  Responses and objections to the Disclosure
Statement are due Aug. 8.

                            The Plan

Under the Plan, ResCap's parent, Ally Financial Inc., will pay
$2.1 billion in exchange for a release from claims for defective
mortgage-backed securities.  According to the disclosure
statement:

    * Junior secured creditors stand to recover 71.4 percent
      to 77.1 percent on their $2.22 billion in claims.

    * ResCap's $2.15 billion in general unsecured claims
      will receive a distribution of 36.3 percent, according
      to the disclosure statement.

    * Unsecured creditors with $2 billion in claims against
      the "GMACM" companies are to have a 30.1 percent recovery.

A full-text copy of the Plan, dated July 3, 2013, is available for
free at http://bankrupt.com/misc/RESCAP_plan0703.pdf

A full-text copy of the Disclosure Statement, dated July 4, 2013,
is available for free at:

            http://bankrupt.com/misc/RESCAP_ds0704.pdf

                   About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities at March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap sold most of the businesses for a combined $4.5 billion.
The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


RESIDENTIAL CAPITAL: Asks for Plan Exclusivity Until Nov. 14
------------------------------------------------------------
Residential Capital, LLC, and its debtor affiliates ask Judge
Martin Glenn of the U.S. Bankruptcy Court for the Southern
District of New York to further (i) extend the exclusive period
during which only they may file a Chapter 11 plan through and
including Nov. 14, 2013, and (ii) extend the period during which
they have the exclusive right to solicit acceptances of the plan
through and including Jan. 14, 2014.

According to Lewis Kruger, the Debtors' chief restructuring
officer, the progress made in plan negotiations, culminating in
the filing of the Chapter 11 Plan, warrants a further and final
extension of the Exclusive Periods.  He says a further and final
extension of exclusivity will allow the parties to successfully
conclude the Chapter 11 cases and confirm the Plan.  The Debtors
intend to utilize a further extension of exclusivity to continue
these efforts, as they have in the past, and achieve their goal of
confirming the largely consensual Plan, Mr. Kruger tells the
Court.

The threat of competing plans, as likely or unlikely as that may
be, while the Debtors are focused on confirming the Plan would
only distract parties-in-interest, Mr. Kruger says.  This could
result in delay, and inevitably burden the Debtors' estates with
additional costs and diminish creditor recoveries.

A hearing on the Debtors' request will be held on Aug. 21, 2013,
at 10:00 a.m. (ET).

The Debtors and Mr. Kruger are represented by Gary S. Lee, Esq.,
Lorenzo Marinuzzi, Esq., Todd M. Goren, Esq., and Naomi Moss,
Esq., at MORRISON & FOERSTER LLP, in New York.

                   About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities at March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap sold most of the businesses for a combined $4.5 billion.
The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


RESIDENTIAL CAPITAL: Objects to PNC Bank's Contribution Claim
-------------------------------------------------------------
Residential Capital LLC and its affiliates ask the Court to
disallow and expunge Claim No. 4760 filed by PNC Bank, N.A.,
against Debtor Residential Funding Company, LLC, on the grounds
that there does not exist any statutory or contractual basis for
the PNC Claim.  In the alternative, should the Court find that PNC
has a basis for a contribution/indemnification claim against the
Debtors alleged in the PNC Claim, the Debtors assert that the PNC
Claim must be disallowed pursuant to Section 502(e)(1)(B) of the
Bankruptcy Code.

The PNC Claim asserts a contingent and unliquidated claim for
contribution or indemnity for claims asserted in a prepetition
putative class action, which alleges violations of the Real Estate
Settlement Practices Act, the Trust in Lending Act, or the
Racketeer Influenced and Corrupt Organizations Act.  A total of
11 cases have been consolidated and are being jointly administered
in a multi-district litigation pending before the U.S. District
Court for the Western District of Pennsylvania styled as In re
Community Bank of Northern Virginia Second Mortgage Practice
Litigation, MDL No. 1674, Case Nos. 03-0425, 02-02101, 05-1386.
The claims at issue in the MDL case relevant to the PNC Claim
arise under federal law and relate to the lending practices of a
non-debtor bank, Community Bank of Northern Virginia, in
connection with second mortgage loans made by CBNV to homeowners
between 1998 and 2002.  PNC is a successor to CBNV through a
series of mergers and acquisitions.  RFC was named a defendant
because it purchased many of the loans made by CBNV and
purportedly funded the alleged "fraudulent kick-back scheme"
allegedly perpetrated by CBNV.

A hearing on the claims objection will be on Sept. 11, 2013, at
10:00 a.m. (Prevailing Eastern Time).  Objections are due
Aug. 30, at 4:00 p.m. (Prevailing Eastern Time).

The Debtors are represented by their conflicts counsel -- Steven
J. Reisman, Esq., Michael A. Cohen, Esq., Jonathan J. Walsh, Esq.,
and Maryann Gallagher, Esq., at CURTIS, MALLET-PREVOST, COLT &
MOSLE LLP, in New York -- and their litigation counsel -- K. Lee
Marshall, Esq., at BRYAN CAVE LLP, in San Francisco, California;
and Michael G. Biggers, Esq., and Darci F. Madden, Esq., at BRYAN
CAVE LLP, in St. Louis, Missouri.

                   About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities at March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap sold most of the businesses for a combined $4.5 billion.
The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


RESIDENTIAL CAPITAL: Seeks Approval of Kessler Class Settlement
---------------------------------------------------------------
Residential Capital LLC and a group of members of a class action
pending in a Pennsylvania federal court jointly ask the U.S.
Bankruptcy Court for the Southern District of New York to approve
a settlement agreement that will aim to put a stop to more than a
decade of litigation relating to more than 44,000 second mortgage
loans acquired by Debtor Residential Funding Company, LLC.

The group of class claimants (collectively called "Kessler Class
Claimants") represented by Rowena Drennen, Flora Gaskin, Roger
Turner, Christie Turner, John Picard and Rebecca Picard, filed
claims against the Debtors asserting in excess of $1.87 billion
for damages resulting from the mortgage loans.  The class action
is pending in a multi-district litigation in the U.S. District
Court for the Western District of Pennsylvania captioned In re
Community Bank of Northern Virginia Second Mortgage Lending
Practice Litigation, MDL No. 1674, Case Nos. 03-0425, 02-01201,
05-0688, and 05-1389.

Under the terms of the Settlement Agreement, the parties agreed to
reduce the claims asserted by the Kessler Settlement Class and
address that claim under the Debtors' Chapter 11 Plan.  The
Kessler Class will have an allowed, general unsecured borrower
claim, not subject to subordination under the Plan, in the amount
of $300,000,000 against only RFC.

Under the Plan, a Borrower Claims Trust will be established and
funded with no less than $57.6 million.  The Kessler Settlement
Class will receive a distribution from the Borrower Claims Trust
on account of the Allowed Claim.  Out of the gross amount
distributed on account of the Allowed Claim, costs, attorneys'
fees and incentive awards will be deducted.  The net amount will
then be divided among class members based on a formula to be
developed by a class counsel, which calculations will be based on
the actual injury calculations for each Class Member's loan.

The Settlement Agreement also confers additional potential
benefits upon the Class Members through potential insurance
recoveries.

Under the Settlement Agreement, the Kessler Settlement Class is
defined as:

   "All persons who obtained a second or subordinate,
    residential, federally related, non-purchase money, HOEPA
    qualifying mortgage loan from Community Bank of Northern
    Virginia or Guaranty National Bank of Tallahassee that was
    secured by residential real property used as their principal
    dwelling and that was assigned to GMAC-Residential Funding
    Corporation n/k/a Residential Funding Company, LLC, who was
    not a member of the class certified in the action captioned
    Baxter v. Guaranty National Bank et al., Case No.
    01-CVS-009168 in the General Court of Justice, Superior Court
    Division of Wake County, North Carolina.

    Equitable Tolling Sub-Class shall mean: All persons who meet
    the above class- definition, whose loan closed prior to
    May 1, 2000.

    Non-Equitable Tolling Sub-Class shall mean: All persons who
    meet the above class- definition, whose loan closed on or
    after May 1, 2000."

The Debtors' counsel, Norman S. Rosenbaum, Esq., at Morrison &
Foerster LLP, in New York, asserts that the settlement is fair,
equitable, and in the best interests of the Class Members, the
Debtors and their estates, and the creditors.  He relates that the
terms of the settlement agreement were reached in context of the
Plan mediation through good faith, extensive arm's-length
negotiations between well-represented parties.

An initial hearing on the request will be held on Aug. 21, 2013,
at 10:00 a.m. (EST).  Objections are due no later than Aug. 14.

At the initial hearing, the Parties will only ask the Bankruptcy
Court to make a "preliminary" ruling regarding (i) whether the
settlement class should be certified for settlement purposes; (ii)
whether the proposed settlement is presumptively "fair, adequate
and reasonable" so that notice of the settlement should be
provided to the Class Members; and (iii) the appointment of the
representatives of the Kessler Settlement Class and the
appointment of a class counsel.

Approval of the Settlement Agreement on a final basis will be
considered at the final hearing to be scheduled by the Bankruptcy
Court contemporaneous with confirmation of the Plan.

Daniel J. Flanigan, Esq. -- dflanigan@polsinelli.com -- at
POLSINELLI SHUGHART, in New York; R. Frederick Walters, Esq. --
fwalters@wbsvlaw.com -- and David M. Skeens, Esq. --
dskeens@wbsvlaw.com -- at WALTERS, BENDER, STROHBEHN & VAUGHAN, in
Kansas City, Missouri; and R. Bruce Carlson, Esq. --
bcarlson@carlsonlynch.com -- at CARLSON LYNCH LTD., in Pittsburgh,
Pennsylvania, represent the Class Claimants.

A full-text copy of the Joint Motion and the Settlement Agreement
is available for free at:

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

                   About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities at March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap sold most of the businesses for a combined $4.5 billion.
The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


ROLLING HILLS: Moody's Lifts Rating on $350MM Secured Loan to B1
----------------------------------------------------------------
Moody's Investors Service upgraded the rating on TPF II LC, LLC
(TPF II) and TPF II Rolling Hills, LLC's (Rolling Hills) (together
the Project's) joint and several $350 million secured term loan
due in 2019 to B1 from B2 and its $20 million first priority
senior secured working capital facility due in 2018 to Ba3 from
B1. The rating outlook is stable.

Proceeds of the term loan will be used to repay TPF II's existing
$70 million term loan (unrated), fund debt service and liquidity
reserves totaling about $33 million, pay fees and expenses, and to
pay a dividend of approximately $230 million to the Project
owners.

Ratings Rationale:

The upgrade is driven by lower leverage in the Project's capital
structure as its secured term loan is being reduced to $350
million from $475 million, a reduction of over 26%.
Correspondingly, the distribution that will be paid to the project
sponsors has been reduced to about $230 million from $351 million.
As a result, credit metrics have improved such that in the few
years following 2013 Moody's anticipates the measures of cash flow
from operations to total debt and cash flow coverage of mandatory
debt service to score at the upper end of the 'B' ranges indicated
in Moody's December 2012 Rating Methodology for Power Generation
Projects (the Methodology). Debt to capitalization, calculated on
a book basis, is now estimated at about 60%, which is the lower
bound of the 'Ba' scoring range.

There have been no other revisions to the project structure.

The ratings are predicated upon final documentation in accordance
with Moody's current understanding of the transaction and final
debt sizing and model outputs consistent with initially projected
credit metrics and cash flows.

TPF II and Rolling Hills are both wholly owned by TPF II, L.P.,
and a second generation private equity fund focused on the North
American power and midstream sectors. TPF II, L.P. is managed by
Tenaska Capital Management (TCM) whose assets under management
currently total about $3.5 billion. TCM and its affiliates
currently manage 16 power generation facilities with about 12,000
MW of generating capacity.

TPF II is a portfolio of two natural gas fired simple-cycle
(peaking) power generation projects, Crete Energy Venture (328 MW)
and Lincoln Generating Facility (656 MW) located 30 and 48 miles
respectively outside of Chicago. Both Crete and Lincoln operate in
the Commonwealth Edison Northern Illinois sub-region of PJM.
Rolling Hills is an 850 MW peaking facility located in
Wilkesville, Ohio operating in the AEP zone of PJM.

The principal methodology used in this rating was Power Generation
Projects published in December 2012.


SKILLED HEALTHCARE: S&P Affirms 'B' CCR & Revises Outlook to Neg.
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its ratings on
Skilled Healthcare Group Inc., including the 'B' corporate credit
rating.  S&P revised the outlook to negative from stable.

The outlook revision reflects continued weak earnings, a shrinking
covenant cushion, and tightening liquidity, which are driving weak
debt protection measures.  S&P had expected the company's earnings
to improve as the year progressed.  However, S&P now projects
EBITDA will remain near current levels.  As a result, S&P believes
the company could have difficulty meeting its covenants in the
fourth quarter when the maximum leverage ratio covenant on its
senior secured credit facility steps down to 5.00x.  While S&P
expects the company to pay down debt, it believes its ability to
do so is limited.

"The ratings on Skilled Healthcare Group Inc. reflect its "highly
leveraged" financial risk profile and "weak" business risk
profile," said credit analyst John Babcock.

S&P's negative rating outlook on Skilled Healthcare reflects its
continued weak performance and covenant cushion that declined
below 10% in the second quarter.  Based on S&P's expectation that
EBITDA will remain near current levels over the next two quarters,
S&P believes the company could have difficulty meeting the maximum
leverage ratio covenant when it steps down in the fourth quarter.
S&P could lower the rating if the company's performance does not
stabilize, which would lead to a further decline in its covenant
cushion and a tightening of liquidity.

S&P would consider revising the outlook to stable if Skilled
Healthcare's financial performance improves, leading to improved
liquidity and a covenant cushion squarely above 10%.  S&P
estimates this could occur if it pays down $50 million in debt or
if its EBITDA margin beats its third and fourth quarter
projections by 250 basis points (bps), assuming revenue growth
remains flat.  Additionally, S&P could revise the outlook to
stable if the company completes the HUD financing, which would
have no financial covenants.

While unlikely given recent performance, S&P would consider
raising the rating if the company sustains a debt-to-EBITDA ratio
below 4.5x.  S&P estimates this would occur with a 300-bp increase
in EBITDA margin and mid-single-digit revenue growth.  However,
S&P believes it is more likely the company could get its debt-to-
EBITDA ratio to this level by paying down about $150 million of
debt.


SOMERSET MEDICAL: Merger Deadline Cues Moody's Downgrade Review
---------------------------------------------------------------
Moody's Investors Service has placed the Ba2 rating of Somerset
Medical Center on review for downgrade, affecting $80.1 million in
rated debt outstanding.

This action is prompted by the approaching August 31, 2013
deadline for SMC to sign a merger agreement with another hospital.
Language was recently added to SMC's letter of credit
reimbursement agreement which states that failure of SMC to sign a
letter of intent (or other document) on or prior to August 31,
2013 for a merger with another health system results in an event
of default.

An event of default could result in immediate acceleration of
SMC's approximately $21 million of variable rate demand bonds. SMC
and Robert Wood Johnson University Hospital (rated A2/stable)
publicly announced their intention to merge earlier this summer,
although no definitive agreement has been signed to-date.

Moody's review will focus on SMC's ability to navigate a potential
event of default under the reimbursement agreement and possible
acceleration of the variable rate demand bonds, should the
hospital not sign a merger document by August 31, 2013.

The principal methodology used in this rating was Not-for-Profit
Healthcare Rating Methodology published in March 2012.


SOUTH FLORIDA SOD: Wolff Hill Replaces Latham Shuker
----------------------------------------------------
South Florida Sod Inc. filed a consent motion to substitute Frank
M. Wolff and the law firm of Wolff, Hill, McFarlin & Herron, P.A.,
as their counsel of record in place of R. Scott Shuker, Esq., and
the law firm of Latham, Shuker, Eden and Beaudine LLP as counsel.

The Debtor previously obtained approval to hire Latham Shuker.

The bankruptcy judge at the end of July approved the substitution
and ruled that Latham Shuker is relieved of any and all further
responsibilities to represent or act on behalf of the Debtor in
this matter.

In the Court-approved application to hire Frank M. Wolf and his
firm, the Debtor said the new firm has been selected because of
its considerable experience in matters of this nature, and is
well-qualified to represent the Debtor.

The Debtor attests that Mr. Wolff and the firm are "disinterested"
as the term is defined in Section 101(14) of the Bankruptcy Code.

                     About South Florida Sod

South Florida Sod Inc., a sod farmer, filed for Chapter 11
protection (Bankr. M.D. Fla. Case No. 13-bk-08466) on July 9,
2013, in Orlando, Florida.

The Debtor estimated at least $10 million in assets and
liabilities.  The company owns 13 properties in Florida and three
other states.  The company intends on selling a 5,777-acre
property in Sarasota County, Florida, with a claimed value of $20
million or more.  Secured debt totals $23.5 million, not including
a $1.6 million judgment.


STABLEWOOD SPRINGS: Plan Declared Effective on July 22
------------------------------------------------------
Stablewood Springs Resort, LP and Stablewood Operations, L.L.C.
notified creditors that their Chapter 11 Plan has been declared
effective on July 22, 2013, as the exit financing and
restructuring transaction contemplated under the Plan were
consummated on the same date.

A Texas bankruptcy court confirmed the Plan in June 2013.

As reported in the June 21, 2013 edition of the Troubled Company
Reporter, Bloomberg News' Bill Rochelle related that Stablewood's
Plan restructures secured debt and gives $35,000 cash to holders
of unsecured claims, for a recovery of about 5 percent.  The plan
was funded with a $5 million loan, including financing for the
Chapter 11 case.  The plan was designed for the owner to maintain
control.

                  About Stablewood Springs Resort

Stablewood Springs Resort, LP, owner of a high-end resort
destination encompassing 140 acres of a 543-acre private ranch in
the Texas hill country near Hunt, filed a bare-bones Chapter 11
petition (Bankr. W.D. Tex. Case No. 12-53887) in San Antonio on
Dec. 17, 2012.

The Debtor disclosed assets of $11.15 million and liabilities
of $22.8 million as of Nov. 30, 2012.  Liabilities include
$10.4 million in secured debt and $9.3 million of disputed secured
debt.


STEINWAY MUSICAL: S&P Withdraws B Rating on $200MM 1st-Lien Loan
----------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its issue-level and
recovery ratings on Waltham, Mass.-based Steinway Musical
Instruments Inc.'s proposed $200 million first-lien term loan
due 2019 and $75 million second-lien term due 2020.  The 'B+'
corporate credit rating remains on CreditWatch with negative
implications.

Steinway withdrew its proposed financing following Kohlberg &
Co.'s announcement on Aug. 13, 2013, that it had terminated its
merger agreement with Steinway for a takeover bid of $35 per
share.  Steinway subsequently announced on Aug. 14, 2013, that it
entered into a merger agreement with investment firm Paulson & Co.
Inc. for a takeover price of $40 per share.

S&P intends to resolve the CreditWatch listing when financing
details related to the Paulson transaction become available.

RATINGS LIST

Steinway Musical Instruments Inc.
Corporate Credit Rating                 B+/Watch Neg/--

Ratings Withdrawn
                                         To              From
Steinway Musical Instruments Inc.
$200M first-lien term loan due 2019     NR              B
   Recovery Rating                       NR              3
$75M second-lien term due 2020          NR              B-
   Recovery Rating                       NR              5


T-MOBILE USA: $500MM Senior Notes Offer Gets Moody's Ba3 Rating
---------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to T-Mobile USA,
Inc.'s proposed offering of $500 million Senior Unsecured Notes
due 2018. The company's other ratings and stable outlook remain
unchanged. The proceeds from the notes offering are expected to be
used for general corporate purposes.

Moody's has taken the following rating actions:

Issuer: T-Mobile USA, Inc.

  $500m Senior Unsecured Notes -- Assigned Ba3 (LGD4, 52%)

Ratings Rationale:

T-Mobile's Ba3 Corporate Family Rating reflects Moody's
expectation for improved execution as a result of enhanced scale,
better device lineup (especially the iPhone), accelerated network
investment and a new pricing structure for smartphones. In
addition, a strong liquidity profile and valuable spectrum assets
also provide credit support. These strengths are offset by the
company's fourth position in the highly competitive U.S. wireless
industry, the capital intensity associated with building out its
4G LTE network and meeting rapidly rising bandwidth demand and a
moderately leveraged balance sheet.

T-Mobile's stable outlook reflects Moody's belief that the merger
will present strategic and operational synergies that will enable
the combined company to stabilize its market share over time and
eventually lead to margin expansion.

T-Mobile's rating could be upgraded if the combined company
returns to a strong growth trajectory by reducing churn and
increasing subscriber counts. If total churn falls below 3, EBITDA
growth accelerates and free cash flow grows rapidly. Specifically,
Moody's could raise the rating if leverage is likely to drop below
4.0x and free cash flow were to improve to the high single digits
percentage of total debt (note that all cited financial metrics
are referenced on a Moody's adjusted basis).

Downward rating pressure could develop if the company's leverage
approaches 4.5x and free cash flow drops below 2% of total debt.
This could occur if EBITDA margins come under sustained pressure,
declining to below 30%. In addition, deterioration in liquidity
could press

The principal methodology used in this rating was Global
Telecommunications Industry 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.


T-MOBILE USA: S&P Assigns 'BB' Rating to $500MM Sr. Unsec. Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' issue-level
rating and '3' recovery rating to T-Mobile USA Inc.'s proposed
$500 million of senior unsecured notes due 2018, to be issued
under Rule 144A with registration rights.  S&P expects proceeds to
be largely used for funding capital expenditures as well as for
providing the company additional liquidity.

The 'BB' corporate credit rating and stable outlook on parent
company T-Mobile US Inc. remain unchanged.  Pro forma for the
transaction and the April 2013 merger with MetroPCS, S&P expects
that the company's leverage will be around the mid-4x area by the
end of 2013, which is consistent with its "aggressive" financial
risk profile assessment, and reflects near-term lower overall
EBITDA margins in the low-20% area due to heightened costs
associated with strong net customer additions, which totaled 1.1
million in the second quarter of 2013.  The 'BB' issue-level
rating and '3' recovery rating on T-Mobile USA's existing senior
unsecured debt also remain unchanged.

RATINGS LIST

T-Mobile US Inc.
Corporate Credit Rating                BB/Stable/--

New Rating

T-Mobile USA Inc.
$500 Mil. Sr. Unsec. Notes Due 2018    BB
   Recovery Rating                      3


THOMPSON CREEK: Perron to Succeed Loughrey as New CEO
-----------------------------------------------------
Jacques Perron will be joining Thompson Creek Metals Company Inc.
as chief executive officer and director.  Mr. Perron will succeed
Kevin Loughrey, chairman and chief executive officer, who has
announced his retirement.  The effective date of Mr. Perron's
appointment is expected to be no later than Nov. 1, 2013.

Effective as of Mr. Perron's first day of employment, Timothy
Haddon, the Company's Lead Director, will succeed Mr. Loughrey as
Chairman of the Company's Board of Directors.

Mr. Perron joins Thompson Creek from St Andrew Goldfields Ltd.
where he served as President and Chief Executive Officer since
2007.  He has a Bachelor of Science degree in Mining Engineering
from Ecole Polytechnique of Montreal and has worked in the mining
industry for almost 30 years.

"Mr. Perron has extensive industry experience and an impressive
track record of driving strong operational performance and
enhancing shareholder value.  We believe he has the right
leadership qualities and the technical and operational expertise
to move the Company forward," said Mr. Haddon.

"I am pleased to accept this opportunity to lead Thompson Creek
and look forward to working with all of our employees to realize
the Company's great potential," said Mr. Perron.  "We will remain
focused on delivering solid performance, optimizing our current
assets and bringing Mt. Milligan into operation.  I look forward
to working with the Board of Directors and the talented Thompson
Creek team."

Mr. Haddon continued, "On behalf of the entire Board of Directors
and senior management, I would like to thank Kevin for his
significant contributions to Thompson Creek over the past 15
years.  Under Kevin's leadership, Thompson Creek was listed on the
New York Stock Exchange in 2007 and transitioned into a
diversified miner with the construction and development of the Mt.
Milligan copper and gold mine, which is expected to begin
operations this month."

Mr. Loughrey said, "It has been a privilege to lead Thompson Creek
as both a private and public company, and I am very proud of what
we have accomplished as a team.  Deciding the right time to retire
was never going to be easy, but I believe now is the time to pass
the leadership baton.  I believe Jacques is a strong leader and an
excellent choice to succeed me as CEO.  I have great confidence in
his abilities and look forward to working with him in a smooth
transition over the next several months."

In connection with Mr. Perron's appointment as CEO, on Aug. 1,
2013, the Company entered into an employment agreement with Mr.
Perron.  Under the terms of the Employment Agreement, Mr. Perron
will be paid a base salary of not less than $550,000.  Mr. Perron
will also be entitled to an annual bonus under the Company's
performance bonus plan as in effect from time to time; provided
that for the first 12 months of employment Mr. Perron will receive
a bonus of not less than 90 percent of his base salary.

The Employment Agreement will have an initial term ending Nov. 1,
2016, which term may be automatically extended for one additional
year unless notice is given by the Company at least 180 days prior
to the expiration of the initial term that the term will not be
extended.  The Employment Agreement may be terminated by the
Company or Mr. Perron at any time.

A copy of the Employment Agreement is available for free at:

                         http://is.gd/GzUKq6

                     About Thompson Creek Metals

Denver, Colorado-based Thompson Creek Metals Company Inc. --
http://www.thompsoncreekmetals.com-- is a growing, diversified
North American mining company.  The Company produces molybdenum at
its 100%-owned Thompson Creek Mine in Idaho and Langeloth
Metallurgical Facility in Pennsylvania and its 75%-owned Endako
Mine in northern British Columbia.  The Company is also in the
process of constructing the Mt. Milligan copper-gold mine in
central British Columbia, which is expected to commence production
in 2013.  The Company's development projects include the Berg
copper-molybdenum-silver property and the Davidson molybdenum
property, both located in central British Columbia.  Its principal
executive office is in Denver, Colorado and its Canadian
administrative office is in Vancouver, British Columbia.

The Company's balance sheet at March 31, 2013, showed $3.42
billion in total assets, $2.04 billion in total liabilities and
$1.37 billion in stockholders' equity.

                           *     *     *

As reported by the TCR on Aug. 14, 2012, Standard & Poor's Ratings
Services lowered its long-term corporate credit rating on Thompson
Creek Metals to 'CCC+' from 'B-'.  "These rating actions follow
Thompson Creek's announcement of weaker production and higher cost
expectations through next year," said Standard & Poor's credit
analyst Donald Marleau.

In the May 9, 2012, edition of the TCR, Moody's Investors Service
downgraded Thompson Creek Metals Company Inc.'s Corporate Family
Rating (CFR) and probability of default rating to Caa1 from B3.
Thompson Creek's Caa1 CFR reflects its concentration in
molybdenum, relatively small size, heavy reliance currently on two
mines, and the need for favorable volume and price trends in order
to meet its increasingly aggressive capital expenditure
requirements over the next several years.


TNP: Replaces Advisor; Thompson Bankruptcy May Trigger Default
--------------------------------------------------------------
TNP Strategic Retail Trust on Aug. 12 disclosed that the Company
has severed its relationship with its former advisor TNP Strategic
Retail Advisor LLC, an affiliate of Thompson National Properties,
LLC.  The Company plans to change its name to Strategic Realty
Trust, Inc. in the near future.

The Company has retained SRT Advisors, LLC, an affiliate of
Glenborough LLC as its new advisor and has retained Glenborough as
the Company's property manager.  Glenborough is a privately held
full-service real estate investment and management company focused
on the acquisition, management, and leasing of high-quality
commercial properties.  Over its 30-year history Glenborough and
its predecessors have owned and managed office, retail, industrial
and multifamily property in over 35 markets.

                   New Advisor to the Company

The Special Committee of the Board of Directors determined it was
in the best interest of the Company and its shareholders to find a
new advisor.  The Committee retained an independent consultant to
aid the Committee in selecting and interviewing qualified entities
to become the replacement advisor.  The Committee reviewed a
number of possible candidates and determined that Glenborough and
its affiliates were the best fit for the Company.  Glenborough has
substantial experience as a replacement manager in this type of
situation, in retail property ownership and management, and in
management of a NYSE-listed real estate investment trust.

Effective August 10, 2013 the Company entered into an advisory
agreement with SRT Advisors, LLC, an affiliate of Glenborough, LLC
and also hired Glenborough, LLC as the property manager of all of
the Company's properties.  The advisory contract is cancellable on
60 days' notice by the Company.  The property management contracts
have an initial one year term, and thereafter are cancellable on
60 days' notice by the Company.  Glenborough's prior consulting
and services contract has been terminated, and Glenborough has
agreed to rebate two months of its prior consulting fees.  The
total estimated fees under the new contracts are expected to be
significantly less than those paid under the terminated and
expired Thompson contracts.

The Committee has appointed Andrew Batinovich to serve as the
Company's Chief Executive Officer, Chief Financial Officer and
Director.  Mr. Batinovich is the President and CEO of Glenborough,
LLC and SRT Advisor, LLC, the Company's new advisor.
Mr. Batinovich has over 30 years of real estate experience and
served as CEO of Glenborough Realty Trust.

Glenborough's management team has substantial REIT experience, all
of whom were part of the management of Glenborough Realty Trust, a
NYSE-listed REIT that sold itself to an affiliate of Morgan
Stanley in 2006 a transaction valued at $1.9 billion.

Under the Company's new agreements with Glenborough total fees are
likely to be lower than the Thompson costs by a substantial
margin.

        --  Applying the new fee structure to the 2012 actual
costs would have saved the Company over $2,300,000 without
considering equity selling costs.
        --  Property management fees are reduced by 20% from 5% to
4% of gross property revenues.
        --  The annual advisor fee is 60 basis points of total
assets and replaces Thompson's overhead reimbursement and staff
accounting costs.
        --  The fixed asset management fee with no overhead
reimbursements is a much better structure for the Company as the
cost is quantifiable and will alleviate disputes over the amount
and nature of reimbursements,  which were not uncommon under the
agreements with Thompson.
        --  Acquisition fees reduced from 2.5% to 1%

The agreements also specify that any fee paid by a joint venture
is not duplicated at the REIT level.

Glenborough CEO Andrew Batinovich stated, "We are very excited
about this opportunity to work for the shareholders of SRT and our
team will work to increase shareholder value through active asset
management and leasing of the portfolio as well as implementing a
new growth strategy for the Company.  We will also strive to
position the Company to reinstate the dividend and to produce
frequent, transparent and informative investor reporting."

Glenborough intends to continue its comprehensive portfolio review
and formulation of a strategic and financial plan for the Company,
which may include growing the Company's investment portfolio and
equity base and positioning the Company for the possible listing
of its shares on a national exchange at some future date.

The Special Committee of the Board recently voted to cease all
compensation to board members for the remainder of 2013.  The
Board also expects to disband the Special Committee no later than
the end of Mr. Thompson's term as a director.

Former Advisor

The Special Committee of the Board of Directors determined it was
in the best interest of the Company and its shareholders to
terminate its relationship with affiliates of Thompson as the
advisor and property manager, and had been working to secure the
necessary consents from the Company's lenders since the beginning
of the year.  The advisory contract with the Thompson affiliate
expired August 6, 2013 by its terms. Effective August 9, 2013, the
Company also terminated property management agreements with an
affiliate of Thompson for cause.  The Company also maintains that
the property management agreements were unenforceable for being in
violation of the Company's charter.

The Special Committee of the Board has terminated Anthony W.
Thompson as the Company's Co-Chief Executive Officer and as
Chairman of the Board and has also terminated K. Timothy O'Brien
(a Thompson affiliate) as Co-Chief Executive Officer.  Mr.
Thompson will remain on the Board of Directors, as one of five
members, until the end of his current term, as directors may only
be removed by a vote of the shareholders.

Ms. Dee Balch, who was employed by the Company, has also resigned
as Chief Financial Officer and as a director.  Mr. Batinovich has
replaced Ms. Balch as the Company's Chief Financial Officer and as
a member of the Board of Directors.

On July 30th, 2013, the Financial Industry Regulatory Authority
("FINRA") charged Anthony W. Thompson and Thompson National
Properties affiliates with securities violations, including
misleading investors, withholding material information and
possibly fraud in connection with the offering and sale of certain
investment programs. (The Company was not one of the programs).
In addition, the FINRA complaint purports to indicate that
Thompson National Properties had a negative equity of
approximately $49 million at the end of 2012 and had lost just
over $10 million is 2012 and $17 million in 2011.

Given the severity of the charges against Mr. Thompson, the
Company has formally asked Mr. Thompson to resign from the board.

The Company has filed an injunctive relief action to compel
Thompson National Properties and its transfer agent affiliates to
turn over to the Company all shareholder records.  To date, TNP
has refused to do so.  In May 2013, the Company decided it was in
the best interest of its shareholders to hire an independent third
party as its share transfer agent.  After selecting a new transfer
agent, the Company informed Thompson of its decision to hire an
independent transfer agent and dates were set to begin the data
transfer in May 2013.  Thompson and its affiliates then refused to
cooperate and refused to provide the shareholder records to the
new transfer agent despite repeated requests.

Lahaina Gateway Center

On August 1, 2013, in order to resolve its obligations under a $29
million loan used to finance the acquisition of a retail center
located in Lahaina, Maui, Hawaii, the Company conveyed title to
the Lahaina Center to the Lender pursuant to a Deed In Lieu Of
Foreclosure Agreement.  Doing so mitigated the risks outlined
below and avoided litigation and foreclosure proceedings.

The Lahaina loan contained a number of provisions that potentially
exposed the Company to substantial risk and constrained its
ability to make certain strategic decisions.  Unfortunately the
Company's former advisor, Thompson, misled the Board of Directors
with respect to Lahaina loan and acquisition.  Some of the onerous
provisions included the following:

        -- A guaranty by the Company providing for full recourse
liability in certain events (this recourse would include yield
maintenance payment obligations, which were approximately
$12,000,000 as of July 1, 2013).
        --  Fully recourse in the event Anthony W. Thompson or
Thompson National Properties, LLC (among other affiliated
entities) files for  bankruptcy.
        --  Fully recourse in the event Anthony W. Thompson sold
shares of the Company or units in the Company's operating
partnership without the consent of the Lahaina lender.
        --  Any amendment, modification or termination of the
Company's advisory agreement required the approval of the Lahaina
lender.
        --  Any change to the composition of the board of
directors of the Company required the approval of the Lahaina
lender.
        --  The Lahaina lender had a unilateral right to refinance
a senior portion of the Lahaina loan in its discretion at the
expense of the Company (provided the economic terms of such
refinancing were not materially different than those of the
Lahaina loan), but no obligation to share any resulting savings
from such a refinancing.

On August 1, 2013 the Company obtained full relief from the
Lahaina lender from the onerous loan obligations, which included
possible recourse obligations that could have totaled over $40
million, in exchange for the property.  The lender also assumed
the ground lease.  The Company had struggled to keep current on
the payments for this loan as the property cash flows did not
cover the loan's 9.4% interest rate.  It was a difficult decision
to deed the property to the lender.  However, the property cash
flow is substantially less than the current loan payments and
later this year the loan interest rate was scheduled to increase
to 11.4%, which would increase the interest payments by over 20%
and cause a further cash flow shortage.

The Company could not prepay the loan by refinancing or selling
the center due to a yield maintenance provision that required a
fee that as of July 1, 2013 was approximately $12,700,000 in
addition to the unpaid principal balance of $28,000,000.  The same
yield maintenance would be due if the Company had simply ceased to
make loan payments.  The loan also contained certain recourse
triggers that could make the loan and any prepayment fee full
recourse to the Company.

In addition, the Lahaina property's value could be significantly
impaired in the event that certain of the anchor tenants at the
Lahaina property elected not to exercise their lease renewal
options, which could potentially expose the Company to significant
capital losses pursuant to the full recourse liability provisions
of the Lahaina loan.

Given that the FINRA report suggests that Thompson is possibly
insolvent and a Thompson bankruptcy would trigger a loan default
and yield maintenance charges, the Company was at real risk of a
recourse deficiency judgment of possibly $10 million to $12
million.  The bankruptcy process could have taken many months and
perhaps years, and meanwhile the Company would have been unable to
operate in a normal fashion.

                          Key Bank Loan

Earlier this year the Company signed a forbearance agreement with
Key Bank concerning certain defaults under the Company's line of
credit.  The original loan and the forbearance agreement
prohibited dividends to shareholders while the loan was in
default.  The Company is attempting to sell two of the five
properties that secure the loan and believes that if successful
the loan balance will be reduced to a level such that a new loan
can be put in place, which may allow the Company to remove any
contractual limitations on dividends to shareholders.

Once the loan restrictions are lifted, the board will be able to
review, each quarter, the appropriateness of a dividend.  It is a
goal of the Company to pay dividends assuming the board determines
that the Company has sufficient means to do so.  Even if the
Company is successful in paying off or refinancing the Key Bank
loan there is no assurance that dividends will be reinstated.

                        About TNP Strategic

TNP Strategic Retail Trust, Inc., was formed on Sept. 18, 2008, as
a Maryland corporation.  The Company believes it qualifies as a
real estate investment trust under the Internal Revenue Code of
1986, as amended, and has elected REIT status beginning with the
taxable year ended Dec. 31, 2009, the year in which the Company
began material operations.  The Company was initially capitalized
by the sale of 22,222 shares of common stock for $200,000 to
Thompson National Properties, LLC, on Oct. 16, 2008.

TNP Strategic's balance sheet at Sept. 30, 2012, showed $272.33
million in total assets, $197.98 million in total liabilities and
$74.34 million in total equity.

The Company reported a net loss of $11.63 million for the nine
months ended Sept. 30, 2012, compared with a net loss of
$4.39 million for the same period a year ago.


TRAVELPORT LIMITED: Reports $103 Million Net Loss in 2nd Quarter
----------------------------------------------------------------
Travelport Limited filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $103 million on $537 million of net revenue for the three
months ended June 30, 2013, as compared with a net loss of
$20 million on $506 million of net revenue for the same period
during the prior year.

For the six months ended June 30, 2013, the Company incurred a net
loss of $113 million on $1.08 billion of net revenue, as compared
with a net loss of $32 million on $1.05 billion of net revenue for
the same period a year ago.

Travelport Limited incurred a net loss of $236 million in 2012, as
compared with net income of $172 million in 2011.

As of June 30, 2013, the Company had $3.13 billion in total
assets, $4.47 billion in total liabilities and a $1.34 billion
total deficit.

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

                        http://is.gd/MzIQB9

                        About Travelport

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.

                           *     *     *

In April 2013, Standard and Poor's Rating Services said that it
lowered to 'CC' from 'CCC+' its long-term corporate credit ratings
on U.S.-based travel services provider Travelport Holdings Ltd.
and its indirect primary operating subsidiary Travelport LLC. The
outlook is negative.

According to S&P, the downgrades follow Travelport's announcement
that it has obtained agreements from all classes of debtholders,
including about 96% of the 2014 noteholders, to implement its
comprehensive capital refinancing and restructuring plan.  The
plan includes exchanging its holdco PIK notes into senior
subordinated notes and equity; extending the tenor of its senior
unsecured notes due 2014 to 2016; issuing new secured loans of
about $860 million; and exchanging its second-lien notes for new
second-lien loans.  According to S&P's criteria, it views the
exchange of the PIK notes as distressed and tantamount to a
default.

As part of the restructuring, Travelport will exchange $25 million
of the principal of the tranche A PIK notes for senior
subordinated notes for a consent fee of 50 basis points.  It will
exchange the remaining tranche A and tranche B PIK notes of about
$478 million for equity.  In S&P's opinion, this will result in
loanholders accepting less than they were originally promised.
S&P believes that loanholders have accepted the offer because of
the perceived risk that Travelport may not fulfill its original
obligations.  In S&P's view, the offer is distressed rather than
opportunistic because there is a real possibility of a
conventional default over the short term (S&P sees a risk that
the group could fail to refinance the $752 million 2014 debt
maturities or file for bankruptcy).

Meanwhile, Moody's Investors service assigned a Caa2 rating to the
proposed US$630 million second-lien term loan (tranche 1) to be
issued by Travelport LLC as part of its comprehensive debt
restructuring announced on March 12.


UNITED AIRLINES: S&P Assigns BB+ Rating to Series 2013-1 Certs
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'A- (sf)' rating
to United Airlines Inc.'s series 2013-1 Class A pass-through
certificates with an expected maturity of Aug. 15, 2025, and its
'BB+ (sf)' rating to United's series 2013-1 Class B pass-through
certificates with an expected maturity of Aug. 15, 2021.  The
final legal maturities will be 18 months after the expected
maturity.  United is issuing the certificates under a Rule 415
shelf registration.

The 'A- (sf)' and 'BB+ (sf)' ratings are based on the credit
quality of United's parent, United Continental Holdings Inc.
(United Continental; B/Stable/--); the substantial collateral
coverage by good-quality aircraft; and the legal and structural
protections available to the pass-through certificates.  The
company will use the proceeds from the offerings to finance 2013
and 2014 deliveries of 18 Boeing B737-900ER (extended-range)
aircraft and three new Boeing B787-8s.  Each aircraft's secured
notes are cross-collateralized and cross-defaulted--a provision
S&P believes increases the likelihood that United would cure any
defaults and agree to perform its future obligations, including
its payment obligations, under the indentures in bankruptcy.

The pass-through certificates are a form of enhanced equipment
trust certificates (EETCs) and benefit from legal protections
afforded under Section 1110 of the federal bankruptcy code and
liquidity facilities provided by Natixis S.A., through its New
York branch (A/Negative/A-1).  The liquidity facilities would
cover up to three semiannual interest payments, a period during
which the certificateholders could repossess and remarket the
collateral if United does not enter into an agreement under
Section 1110 in bankruptcy or maintain continuity of interest
payments on the certificates as certificateholders negotiate with
United in a bankruptcy proceeding. The ratings apply to a unit
consisting of certificates that represent the trust property and
escrow receipts, which represent interests in deposits that are
the proceeds of the offerings.  The proceeds will be deposited
with Natixis S.A., acting through its New York branch, pending
delivery of the new aircraft.  Amounts deposited under the escrow
agreements are not United's property and are not entitled to the
protections of Section 1110.  S&P's rating on Natixis is
sufficiently high so that, under its counterparty criteria, this
does not represent a constraint on S&P's ratings on the
certificates.  Neither the certificates nor the escrow receipts
may be separately assigned or transferred.

S&P believes that United Continental views these planes as
important and would, given the cross-collateralization and cross-
default provisions, likely cure any defaults and agree to perform
its future obligations, including its payment obligations, under
the indenture in an insolvency-related event of the airline.  In
contrast to most EETCs that airlines issued before 2009, the
cross-default would take effect immediately in a bankruptcy if
United rejected any of the aircraft notes.  This should prevent
United from selectively affirming some aircraft notes and
rejecting others ("cherry-picking"), which often harms
certificateholders' interests in a bankruptcy.

This transaction is very similar to Continental Airlines Inc.'s
(whose name was changed to United Airlines Inc. on March 31, 2013)
series 2012-1 and 2012-2 pass-through certificates (to which S&P
assigned 'A-' and 'BBB-' ratings) issued in March and September
2012 (although Class B had lower loan to values in those
transactions).  As in the earlier certificates, the collateral
pool consists of B737-900ER (72% by value) and B787-8 (28%)
aircraft, both of which S&P views as good-quality models.  The
B737-900ER is the largest model in Boeing's range of current
technology narrowbody planes.  Entering service in 2007 as a
longer-range version of the relatively unsuccessful B737-900, the
model has gradually gained orders, although it has fewer orders
(about 500) and deliveries (around 170 delivered thus far) and
operators (15) than Airbus' competing model, the A321-200.  The
B737-900ER has not yet been as successful as its operating
economics and capabilities would suggest.  This may be partly
because it entered into service only in 2007, fairly recently and
shortly before the financial crisis and recession in 2008-2009.
However, it is the best plane available to replace B757-200s in
domestic U.S. service, a factor borne out by Delta Air Lines
Inc.'s 2012 order.  S&P believes that the global fleet and
operator base will continue to expand, particularly if it appears
that fuel prices will increase further in coming years.

Boeing will offer a B737-900ER with its new engine option (the
"MAX" series), but S&P do not believe that this will materially
decrease current B737-900ER values in the near term.  Companies
are still ordering the current version to replace many of their
B757-200s.  Following the merger of United and Continental, the
combined company operates two families of narrowbody planes,
Boeing 737s and Airbus 320s.  The combined company appears to
favor the B737-900ER to the competing A321-200, based on recent
orders and management's stated preference.

The remaining collateral value is represented by B787-8s, Boeing's
new long-range, midsize, widebody plane, which it began delivering
(after long delays) in September 2011.  The B787 family (there is
also the larger B787-9, which has not yet been delivered) has been
a huge success in terms of orders.  There are more than 800 orders
(both -8 and -9 versions) to more than 50 airline operators, one
of the fastest starts for any aircraft model.  The airline user
base is globally diversified, and includes a mix of types of
airlines and aircraft leasing companies. The B787-8 is intended
mainly as a replacement for the B767-300ER, a small widebody.

"We are applying a depreciation rate of 6.5% annually of the
preceding year's value for the 787-8, which is equal to the lowest
depreciation rate we currently use for a widebody plane (for the
B777-300ER).  We chose the 6.5% depreciation rate for the B787-8
based on several factors.  Its resale liquidity should be good for
a widebody plane, although not as good as the most popular
narrowbody planes (which usually have a greater number of airline
operators globally).  With its advanced technology, the 787 should
face little technological risk for many years to come.  At the
same time, the first version of a widebody family of planes that a
manufacturer introduces (the B787-8, in this case) is often partly
superseded by later, improved versions that can carry more
passengers (the B787-9 and, potentially, even larger variants).
The B787-9 will, according to Boeing, have both a higher seat
capacity and slightly longer range than the B787-8, and we believe
that this version will ultimately be more successful.  For the
B737-900ER, we also used a depreciation rate of 6.5%, the same as
we have used before," S&P said.

"The initial loan to values are 55.1% for the Class A certificates
and 71.0% for Class B, using the appraised base values and
depreciation assumptions in the offering memorandum.  When we
evaluate an EETC, we compare the values provided by appraisers
that the airline hired with our own sources.  In this case, we are
focusing on the lowest of three base values provided by the
appraisers, which are included in the prospectus.  We apply more
conservative (faster) depreciation rates than those used in the
prospectus (3% of the initial value each year), and our loan to
values start out modestly higher (54.2% for Class A and 70.0% for
Class B) and gradually diverge further from those shown in the
prospectus, reaching a maximum of more than 59% for the Class A
certificates and around 74% for the Class B certificates.  Our
analysis also considered that a full draw of the liquidity
facility, plus interest on those draws, represents a claim senior
to the certificates.  This amount is typical of recent EETCs,
equal to around 5% of the collateral value.  We factored that
added priority claim in our analysis.  We note that the
transaction is structured so that United could later issue
subordinated classes of certificates without a liquidity facility.
In the past, airlines have structured follow-on certificates of
this kind in such a way so that it does not affect the rating on
the outstanding senior certificates," S&P added.

Chicago, Ill.-based United Continental is the largest U.S.
airline, and the world's largest based on traffic.  S&P's
corporate credit rating reflects the company's substantial market
position and expected synergies from the 2010 merger of UAL Corp.,
parent of United, and Continental; and also the company's heavy
debt and lease burden.  S&P characterizes United Continental's
business position as "weak," its financial position as "highly
leveraged," and its liquidity as "adequate" under its criteria.

The rating outlook is stable.  S&P don't expect to change its
ratings over the next year.  However, S&P could raise its ratings
if strong earnings and faster-than-expected achievement of merger
synergies allow the company to generate adjusted funds from
operations (FFO) to debt consistently in the mid-teens percent
area.  On the other hand, S&P could lower its ratings if United's
financial results deteriorate such that FFO to debt falls into the
mid-single-digit percentage area.  This could happen in adverse
industry conditions, possibly resulting from a major recession or
much-worse-than-anticipated merger integration problems.

RATINGS LIST

United Airlines Inc.
Corporate credit rating                        B/Stable/--

New Ratings

United Airlines Inc.
Equipment trust certificates
  Series 2013-1 Class A pass-thru certs         A- (sf)
  Series 2013-1 Class B pass-thru certs         BB+ (sf)


US REALTY INVESTMENTS #1: Chapter 15 Case Summary
-------------------------------------------------
Chapter 15 Debtor: U.S. Realty Investments #1, LLC
                   KPMG Australia
                   147 Collins Street, Melbourne VIC 3000 A
                   Melbourne, VI 3000

Chapter 15 Case No.: 13-13611

Chapter 15 Petition Date: August 7, 2013

Court: District of Arizona (Phoenix)

Chapter 15 Debtor's Counsel: Thomas J. Salerno, Esq.
                             SQUIRE SANDERS (US) LLP
                             1 E Washington St. #2700
                             Phoenix, AZ 85004
                             Tel: (602) 528-4043
                             Fax: (602) 253-8129
                             E-mail:
                             thomas.salerno@squiresanders.com

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

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

The petition was signed by Darren Lewis.

Affiliates that simultaneously filed Chapter 15 petitions:

     Debtor                         Case No.
     ------                         --------
U.S. Realty Investments #2, LLC     13-13615
U.S. Realty Investments #3, LLC     13-13620
U.S. Realty Investments #4, LLC     13-13621


VERMILLION INC: Posts Net Loss of $2.1 Mil. in Second Qtr. 2013
---------------------------------------------------------------
Vermillion, Inc. on Aug. 14 reported on its financial results for
the second quarter ended June 30, 2013.

"In Q2, we continued to focus on building the solid foundation
needed to expand OVA1(R) commercialization and improve the care
for women with gynecological cancers," said Thomas McLain,
Vermillion's President and CEO.  "Test volumes of OVA1 were about
the same compared to the second quarter of last year as we made
changes to strengthen our field sales force during the quarter.

"We also made progress in addressing the inherent challenges in
establishing a novel, high-value diagnostic test as a new standard
of care.  The positive statement issued in May by the Society of
Gynecologic Oncology (SGO) represents a major step forward for
OVA1.  We also advanced our efforts to provide peer reviewed
clinical and economic data to support the increased use of our
test."

Q2 2013 Financial Results Total revenue in the second quarter of
2013 was $323,000 compared to $321,000 in the same year-ago
quarter.  Second quarter 2013 revenue was comprised of $210,000 in
OVA1 product sales and $113,000 in license revenue.

Second quarter of 2013 product revenue was derived from 4,184 OVA1
tests performed at the fixed $50 per test as reported by the
company's OVA1 marketing partner, Quest Diagnostics.  This was
consistent with the 4,150 OVA1 tests performed in the year-ago
quarter.

The OVA1 product revenue in both periods does not include the
additional royalty component of revenue based on 33% of Quest
Diagnostics gross margin.  Vermillion recognizes this portion of
revenue when it is reported by Quest Diagnostics in an annual
'true-up' after the end of the calendar year.  The true-up is
based on reimbursed and unreimbursed tests for which Quest
Diagnostics considers the payment status as final.  For the full
year of 2012, the true-up provided $816,000 in revenue to
Vermillion or an additional $60 per test.

Total operating expenses in the second quarter of 2013 were $2.4
million as compared to $4.0 million in the same year-ago quarter.
The decrease is primarily due to one-time items in 2012, including
FDA post-marketing study start-up costs, proxy contest and related
litigation legal expenses, and CEO severance, not being repeated
in 2013.  For the six months ended June 30, 2013, total operating
expenses were $5.3 million as compared to $6.4 million in the same
year-ago period.

Net loss for the second quarter was $2.1 million or $(0.11) per
share, as compared to a net loss of $2.0 million or $(0.13) per
share in the same year-ago quarter.  The prior year included a
one-time gain of $1.8 million on the sale of an instruments
business.  For the six months ended June 30, 2013, net loss was
$4.7 million or $(0.27) per share as compared to a net loss of
$3.8 million or $(0.25) per share in the same year-ago period.  As
of June 30, 2013, the company had 23.5 million common shares
outstanding.

As of June 30, 2013, cash and equivalents totaled $16.4 million.
The company utilized $1.7 million in cash for operations in the
second quarter of 2013, and expects $1.8 million to $2.3 million
in cash used for operations during the third quarter of 2013.

Q2 2013 Key Developments

-- Advanced efforts to improve the standard of care for women with
ovarian cancer.  The Society of Gynecologic Oncology (SGO) issued
a second position statement focused on OVA1, the only marketed
five biomarker panel for women with ovarian cancer.  The statement
references Vermillion's two peer reviewed studies that provide
clinical validation in the context of the American Congress of
Obstetricians and Gynecologist's opinion titled: "The Role of the
Obstetrician-Gynecologist in the Early Detection of Epithelial
Ovarian Cancer."

-- Took steps to expand the market for OVA1. Vermillion submitted
a notice of default to Quest Diagnostics, the company's exclusive
commercialization partner for OVA1, on May 23, 2013.  The notice
cited a number of material violations, breaches and failures to
perform by Quest Diagnostics.  The Strategic Alliance Agreement
states that if a party fails to cure material defaults within 90
days of the notice, the other party has the right to terminate the
agreement.

-- Implemented a multi-front approach to address BlueCross
BlueShield (BCBS) Technical Evaluation Center's (TEC) April 2013
published statement classifying OVA1 as
experimental/investigational.  Their opinion was based on data
published through 2012 and did not consider several important 2013
developments including publication of results from a second large
confirmatory clinical trial of OVA1 and the SGO statement.
Although the action by TEC has resulted in 10 BCBS plans reversing
their positive coverage decisions for OVA1, reducing total covered
lives to approximately 80.7 million, it did not affect test sales
in covered territories for the quarter.

-- Initiated development of outcome and economic clinical study
data to support the use and coverage of OVA1.  The company signed
a cooperative research and development agreement (CRADA) with the
U.S. Army Medical Research and Materiel Command (USAMRMC) to
assess health and economic benefits of OVA1.  Vermillion has
compiled significant data supporting the clinical utility of OVA1
and is focused on studies supporting the outcome and economic
benefits from the appropriate use of the test in 2013 and 2014.
This new agreement follows a January 2012 decision by the U.S.
Department of Defense to add OVA1 to its testing portfolio.

-- Released new clinical data focused on the benefits of OVA1
versus other ovarian cancer diagnostic tests.  Two new follow-on
studies on the potential use of OVA1 were presented at Western
Association of Gynecologic Oncologist's Annual Meeting.  The
studies of clinical results for more than 1,000 patients predicts
that referral patterns and medical practice economics will not be
adversely impacted by incorporating OVA1 into the care for
patients with an adnexal mass requiring surgery.  The second study
predicts significant improvement in referring patients with early-
stage ovarian cancers to specialists for their initial surgery and
treatment.

-- Advanced the development of a next generation diagnostic for
identifying ovarian cancer.  Proof-of-concept data was presented
by Vermillion's collaborators from the Johns Hopkins University
Center for Biomarker Discovery and Translation at the American
Society of Clinical Oncology (ASCO) 2013 Annual Meeting.  The
presentation demonstrated the potential of a new panel of patented
biomarkers to significantly improve specificity over the existing
OVA1 algorithm while maintaining high sensitivity in pre-surgical
assessment of adnexal masses for risk of malignancy.  An abstract
of the research titled "A Panel of Biomarkers to Improve
Specificity in Presurgical Assessment of Adnexal Masses for Risk
of Ovarian Malignancy," is available on ASCO's website here
(abstract number:5573).

-- Assured access to funding to execute Vermillion's strategic and
commercial plan in 2013 and 2014.  The company completed an $11.8
million (net) private placement in which shares of the company's
common stock were purchased by a number of strategic investors.
Proceeds from the transaction will support the generation of
additional clinical and economic data aligned with the company's
efforts to secure treatment guideline support, expand the
commercial opportunity into new markets, and advance one or more
next-generation ovarian cancer diagnostic tests.

"Vermillion, like all multiplex diagnostic test providers, faces
significant challenges from the changing regulatory and
reimbursement environments in the U.S.," said Mr. McLain.  "OVA1
has already been differentiated by its FDA clearance and the
clinical evidence being presented and published in peer reviewed
journals in 2013.  This data substantiates the clinical utility of
our test and will support our efforts to change clinical practice
standards and improve outcomes for women with ovarian cancer.

"The impact of the 2013 TEC decision on covered lives and the lack
of a standard policy and approach for CMS pricing for novel
diagnostic tests has created market uncertainty.  Our CRADA with
USAMRMC is the first in a series of outcome and economic studies
that will demonstrate the value of OVA1 and establish its benefit
in improving health system efficiency. While the path ahead will
be difficult, these collaborations will allow us to provide
quality data from peer reviewed studies that detail OVA1's value
for patients, providers and payers."

                         About Vermillion

Vermillion, Inc. is dedicated to the discovery, development and
commercialization of novel high-value diagnostic tests that help
physicians diagnose, treat and improve outcomes for patients.
Vermillion, along with its prestigious scientific collaborators,
has diagnostic programs in oncology, hematology, cardiology and
women's health.

The Company filed for Chapter 11 on March 30, 2009 (Bankr. D. Del.
Case No. 09-11091).  Vermillion's legal advisor in connection with
its successful reorganization efforts wass Paul, Hastings,
Janofsky & Walker LLP.  Vermillion emerged from bankruptcy in
January 2010.  The Plan called for the Company to pay all claims
in full and equity holders to retain control of the Company.

Vermillion incurred a net loss of $7.14 million in 2012, as
compared with a net loss of $17.79 million in 2011.  The Company's
balance sheet at March 31, 2013, showed $6.50 million in total
assets, $4.22 million in total liabilities and $2.27 million in
total stockholders' equity.

BDO USA, LLP, in Austin, Texas, 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 an accumulated deficit, all of
which raise substantial doubt about the Company's ability to
continue as a going concern.


NEW YORK, Aug 14, 2013 (GLOBE NEWSWIRE via COMTEX) --


VERTIS HOLDINGS: Seeks Extension of Plan Filing Date to Nov. 4
--------------------------------------------------------------
Vertis Holdings, Inc., and its debtor affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to further extend
their exclusive period to file a plan through and including
Nov. 4, 2013, and their exclusive period to solicit acceptances of
that plan through and including Jan. 6, 2014.

According to Christopher J. Updike, Esq., at Cadwalader,
Wickersham & Taft LLP, in New York, extension of the exclusive
periods will benefit creditors and other parties-in-interest by
allowing the Debtors to continue to resolve the remaining pending
matters in their Chapter 11 cases and effectuate the most
efficient and cost-effective mechanism for the wind-down of the
Debtors' estates.  Termination of the exclusive periods, on the
contrary, could give rise to the risk of multiple plans being
filed to the overall disruption of the bankruptcy cases and
detriment of creditors.

A hearing on the extension request will be held on Sept. 4, 2013,
at 10:00 a.m.  Objections are due Aug. 20.

The Debtors are also represented by Mark D. Collins, Esq., and
Jason M. Madron, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware.

                           About Vertis

Vertis Holdings Inc. -- http://www.thefuturevertis.com/--
provides advertising services in a variety of print media,
including newspaper inserts such as magazines and supplements.

Vertis and its affiliates (Bankr. D. Del. Lead Case No. 12-12821),
returned to Chapter 11 bankruptcy on Oct. 10, 2012, this time to
sell the business to Quad/Graphics, Inc., for $258.5 million,
subject to higher and better offers in an auction.

As of Aug. 31, 2012, the Debtors' unaudited consolidated financial
statements reflected assets of approximately $837.8 million and
liabilities of approximately $814.0 million.

Bankruptcy Judge Christopher Sontchi presides over the 2012 case.
Vertis is advised by Perella Weinberg Partners, Alvarez & Marsal,
and Cadwalader, Wickersham & Taft LLP.  Quad/Graphics is advised
by Blackstone Advisory Partners, Arnold & Porter LLP and Foley &
Lardner LLP, special counsel for antitrust advice.  Kurtzman
Carson Consultants LLC is the Debtors' claims agent.

Quad/Graphics is a global provider of print and related
multichannel solutions for consumer magazines, special interest
publications, catalogs, retail inserts/circulars, direct mail,
books, directories, and commercial and specialty products,
including in-store signage. Headquartered in Sussex, Wis. (just
west of Milwaukee), the Company has approximately 22,000 full-time
equivalent employees working from more than 50 print-production
facilities as well as other support locations throughout North
America, Latin America and Europe.

Vertis first filed for bankruptcy (Bankr. D. Del. Case No.
08-11460) on July 15, 2008, to complete a merger with American
Color Graphics.  ACG also commenced separate bankruptcy
proceedings.  In August 2008, Vertis emerged from bankruptcy,
completing the merger.

Vertis against filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 10-16170) on Nov. 17, 2010.  The Debtor estimated its
assets and debts of more than $1 billion.  Affiliates also filed
separate Chapter 11 petitions -- American Color Graphics, Inc.
(Bankr. S.D.N.Y. Case No. 10-16169), Vertis Holdings, Inc. (Bankr.
S.D.N.Y. Case No. 10-16170), Vertis, Inc. (Bankr. S.D.N.Y. Case
No. 10-16171), ACG Holdings, Inc. (Bankr. S.D.N.Y. Case No.
10-16172), Webcraft, LLC (Bankr. S.D.N.Y. Case No. 10-16173), and
Webcraft Chemicals, LLC (Bankr. S.D.N.Y. Case No. 10-16174).  The
bankruptcy court approved the prepackaged Chapter 11 plan on
Dec. 16, 2010, and Vertis consummated the plan on Dec. 21.  The
plan reduced Vertis' debt by more than $700 million or 60%.

GE Capital Corporation, which serves as DIP Agent and Prepetition
Agent, is represented in the 2012 case by lawyers at Winston &
Strawn LLP.  Morgan Stanley Senior Funding Inc., the agent under
the prepetition term loan, and as term loan collateral agent, is
represented by lawyers at White & Case LLP, and Milbank Tweed
Hadley & McCloy LLP.

On Jan. 16, 2013, Quad/Graphics completed the acquisition of
Vertis Holdings for a net purchase price of $170 million.  This
assumes the purchase price of $267 million less the payment of
$97 million for current assets that are in excess of normalized
working capital requirements.


WARNER MUSIC: Incurs $62 Million Net Loss in June 30 Quarter
------------------------------------------------------------
Warner Music Group Corp. filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $62 million on $663 million of revenues for the
three months ended June 30, 2013, as compared with a net loss of
$32 million on $651 million of revenues for the same period during
the prior year.

For the nine months ended June 30, 2013, the Company had a net
loss of $137 million on $2.10 billion of revenues, as compared
with a net loss of $92 million on $2.04 billion of revenues for
the same period a year ago.

Warner Music incurred a net loss attributable to the Company of
$112 million for the fiscal year ended Sept. 30, 2012, compared
with a net loss attributable to the Company of $31 million for the
period from July 20, 2011, through Sept. 30, 2011.

The Company's balance sheet at June 30, 2013, showed $4.89 billion
in total assets, $4.09 billion in total liabilities and $794
million in total equity.

"We recorded a solid quarter, having released several successful
albums and delivered strong performance from carryover releases,
while continuing to exercise financial discipline and to benefit
from the outstanding execution of our operators," said Stephen
Cooper, Warner Music Group's CEO.  "We are also very pleased that,
on July 1st, we closed the acquisition of Parlophone Label Group
and we are now moving forward with our plans for Parlophone's
extraordinary artists, legendary catalog and talented team."

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

                        http://is.gd/sftu3r

                     About Warner Music Group

Based in New York, Warner Music Group Corp. (NYSE: WMG)
-- http://www.wmg.com/-- was formed by a private equity
consortium of investors on Nov. 21, 2003.  The Company is the
direct parent of WMG Holdings Corp., which is the direct parent of
WMG Acquisition Corp.  WMG Acquisition Corp. is one of the world's
major music-based content companies and the successor to
substantially all of the interests of the recorded music and music
publishing businesses of Time Warner Inc.

The Company classifies its business interests into two fundamental
operations: Recorded Music and Music Publishing.  The Company's
Recorded Music business primarily consists of the discovery and
development of artists and the related marketing, distribution and
licensing of recorded music produced by such artists.  The
Company's Music Publishing operations include Warner/Chappell, its
global Music Publishing company, headquartered in New York with
operations in over 50 countries through various subsidiaries,
affiliates and non-affiliated licensees.

In May 2011, Warner Music Group Corp. and Access Industries, the
U.S.-based industrial group, announced the execution of a
definitive merger agreement under which Access Industries will
acquire WMG in an all-cash transaction valued at $3.3 billion.
The purchase includes WMG's entire recorded music and music
publishing businesses.

On July 20, 2011, the Company notified the New York Stock
Exchange, Inc., of its intent to remove the Company's common stock
from listing on the NYSE and requested that the NYSE file with the
SEC an application on Form 25 to report the delisting of the
Company's common stock from the NYSE.  On July 21, 2011, in
accordance with the Company's request, the NYSE filed the Form 25
with the SEC in order to provide notification of that delisting
and to effect the deregistration of the Company's common stock
under Section 12(b) of the Securities Exchange Act of 1934, as
amended.  On August 2, 2011, the Company filed a Form 15 with the
SEC in order to provide notification of a suspension of its duty
to file reports under Section 15(d) of the Exchange Act.  The
Company continues to file reports with the SEC pursuant to the
Exchange Act in accordance with certain covenants contained in the
instruments governing the Company's outstanding indebtedness.

                           *    *     *

As reported by the TCR on Feb. 13, 2013, Standard & Poor's Ratings
Services placed its ratings on New York City-based recorded music
and music publishing company Warner Music Group (WMG) on
CreditWatch with negative implications.  This action follows the
company's announcement that it has entered into a definitive
agreement to acquire U.K.-based Parlophone Label Group for about
$765 million in cash.


WATERFORD HOTEL: Wins Approval of Fourth Amended Plan
-----------------------------------------------------
Bankruptcy Judge Thomas J. Tucker confirmed Waterford Hotel,
Inc.'s Fourth Amended Plan of Reorganization, filed on March 11,
2012, subject to certain modifications, in accordance with the
Court's Aug. 1 Opinion available at http://is.gd/UWioUAfrom
Leagle.com.

Several parties filed objections to confirmation, but all those
objections have since been resolved by settlement, except those of
unsecured creditor Farook Ammori.  Ammori's claim is
"approximately $179,902.21 based upon Debtor's breach of a
settlement agreement and personal guaranty."  Ammori argued that
the Plan cannot be confirmed because (1) the Plan's treatment of
the claims of unsecured creditors is ambiguous; (2) the Plan does
not propose to pay a market rate of interest, or any interest at
all, to unsecured creditors; (3) the Plan is not feasible; (4) the
Plan is not proposed in good faith; and (5) the Plan is not "fair
and equitable" because it "violates the absolute priority rule."

Waterford Hotel Inc. owns and operates a Holiday Inn Express hotel
franchise in Waterford, Michigan.  Jamal Kalabat and Salam Kalabat
are brothers, who each own 50% of Waterford Hotel.  Jamal and
Salam have each filed their own individual Chapter 7 case, and
received a discharge.

Waterford Hotel filed a Chapter 11 petition (Bankr. E.D. Mich.
Case No. 11-54788) in Detroit on May 25, 2011.  Judge Thomas J.
Tucker oversees the case.  The Debtor is represented by:

                  Robert N. Bassel, Esq.
                  P.O. Box T
                  Clinton, MI 49236
                  Tel: (248) 677-1234
                  Fax: (248) 369-4749
                  E-mail: bbassel@gmail.com

In its petition, the hotel operator estimated under $10 million in
both assets and debts.

The petition was signed by Jamal Kalabat, president.


WENTWOOD BAYTOWN: Plan Confirmation Hearing Set for Sept. 12
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas
approved the adequacy of Wentwood Baytown, L.P.'s Second
Supplemental Disclosure Statement for the First Modified Plan of
Reorganization on Aug. 1, 2013.

With this development, the Debtor is authorized to solicit votes
on its Plan.

The final confirmation hearing on the Plan is scheduled for Sept.
12, 2013 at 3:00 p.m. in Houston.  Creditors have until 5:00 p.m.,
on Sept. 5 to file formal written objections.

As previously reported by The Troubled Company Reporter, the Plan
provides for the division of claims of creditors into
nine classes.  Class 1 Attorneys/Professional Claims estimated at
$48,000; Class 2 Taxing Authorities Claims estimated at about
$77,000; Class 3 Governmental Units Claims; and Class 5 Mechanic's
Liens Claims will be paid in full.  Class 4 Secured Lender Claim
will be paid in monthly installments with interest.  Existing pre-
payment terms continue unmodified, and monthly impounds for
property insurance and property taxes will continue to be made.
Class 6 General Unsecured Claims will be paid 20% of the allowed
claim in cash, estimated to total about $24,000.  Class 7
Unsecured Claims of $1,000 or less will have a 70% recovery, in
cash.  Class 8 Claims (Claims Not Secured by Lien or Security
Interest and Not Subject to Setoff) will be deemed allowed,
without setoff or counterclaim.  Class 9 Allowed Equity Interest
Holders will retain their interest.

The Debtor is in the process of arranging funding for the Plan of
Reorganization out of: (i) new equity (in the form of mandatory
and non-mandatory cash calls on various limited partners); and
(ii) collection of related party receivables.  Total funding is
estimated to be approximately $1.2 million.  The funding is
inclusive of a $550,000 capital improvement fund; about $342,000
in outstanding lender payments; and $150,000 in lender legal
costs.

A full-text copy of the Wentwood Baytown Second Supplement
Disclosure Statement is available for free at:

     http://bankrupt.com/misc/WENTWOOD_2ndSuppDSJul31.PDF

                  About Wentwood Baytown, L.P.

Wentwood Baytown, L.P., filed a Chapter 11 petition in Houston,
Texas (Bankr. S.D. Tex. Case No. 13-32151) on April 9.  The
petition was signed by Gary M. Gray as president of general
partner.  The Debtor estimated assets and debts of at least $10
million.  Judge Letitia Z. Paul presides over the case.  The
Debtor is represented by Matthew Hoffman, Esq., at Law Offices of
Matthew Hoffman, P.C.

The Debtor, which also uses the names Marina Club Apartments,
Briarwood Apartments, and The Dickinson Arms, owns properties in
Bayton and Dickinson, Texas.  The Debtor disclosed $14,599,753 in
assets and $14,813,172 in liabilities as of the Chapter 11 filing.

Judy A. Robbins, U.S. Trustee for Region 7, has notified the
Bankruptcy Court that she was unable to obtain a sufficient number
of eligible creditors interested in serving on the official
committee of unsecured creditors and has therefore been unable to
appoint a proper committee in the case.


WESTERN PLAINS: Western Canadian Bank Demands Loan Re-Payment
-------------------------------------------------------------
Western Plains Petroleum Ltd. on Aug. 14 disclosed that its
lender, Western Canadian Bank, has made demand upon the Company
for payment in full of its outstanding indebtedness in the
aggregate amount of approximately $1.7 million plus accrued
interest, costs and fees, and in conjunction therewith has
provided Western Plains with a Notice of Intention to Enforce
Security pursuant to subsection 244(1) of the Bankruptcy and
Insolvency Act (Canada).  The Company is currently in discussions
with the Bank in respect of the foregoing and will provide further
disclosure once a decision has been reached with the Bank. There
has been no change to management or the board of directors since
this demand has been made by the Bank.  The Company has been
advised that trading will remain halted due to the timing of the
Bank's decision.

Notwithstanding such discussions, the Bank reserves the right to
(i) immediate enforcement of its security over Western Plain's
property and assets pursuant to subsection 244(2) of the BIA, and
(ii) the immediate disposition of any or all collateral subject to
the Bank's security immediately or otherwise as it may determine
in its sole discretion, without notice as required by the Personal
Property Security Act (Alberta).

                About Western Plains Petroleum Ltd.

Western Plains -- http://www.westernplainspetroleum.com-- is a
Lloydminster, Alberta, based junior heavy oil producer with
interests located in the Lloydminster area in both Saskatchewan
and Alberta.


WILLIAM BERRY: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: William L. Berry MD PA
        P.O. Box 969
        Danville, AR 72833

Bankruptcy Case No.: 13-14457

Chapter 11 Petition Date: August 7, 2013

Court: United States Bankruptcy Court
       Eastern District of Arkansas (Little Rock)

Judge: Audrey R. Evans

Debtor's Counsel: Frederick S. Wetzel, Esq.
                  FREDERICK S. WETZEL, P.A.
                  200 North State Street, Suite 200
                  Little Rock, AR 72201
                  Tel: (501) 663-0535
                  E-mail: frederickwetzel@sbcglobal.net

Scheduled Assets: $51,560

Scheduled Liabilities: $1,652,843

A list of the Company's 20 largest unsecured creditors, filed
together with the petition, is available for free at
http://bankrupt.com/misc/areb13-14457.pdf

The petition was signed by William L. Berry, owner/president.


WVSV HOLDINGS: Can Employ Udall Shumway as Special Counsel
----------------------------------------------------------
Judge Randolph J. Haines of the U.S. Bankruptcy Court for the
District of Arizona authorized W.V.S.V. Holdings, LLC, to employ
Udall Shumway, PLC, as special counsel to represent it in an
action currently pending in the Maricopa County Superior Court,
and captioned Cal X-Tra v. W.V.S.V. Holdings, LLC, et al.,
Maricopa County Superior Court No. CV 2003-008362.

Ryan P. Dyches, Esq. -- rpd@udallshumway.com -- will be primarily
representing the Debtor.  He charges a $250 hourly rate for their
services.  The hourly rate for the firm's paralegals and legal
assistants varies between $135 and $160.  The firm will also
charge for actual and necessary expenses.

                        About WVSV Holdings

W.V.S.V. Holdings LLC, the owner of about 13,000 acres of vacant
land in Buckeye, Arizona, filed a petition for Chapter 11
protection (Bankr. D. Ariz. Case No. 12-10598) on May 14, 2012, in
Phoenix.  The Debtor claims that the three tracts of land planned
for "future development" are worth $120 million and secure $57.3
million in debt.  The Debtor scheduled $120.04 million in assets
and $57.35 million in liabilities.

West Valley Ventures, LLC, owns 75% of the Debtor, and Breycliffe,
LLC, owns the remaining 25%.

Judge Redfield T. Baum, Sr., presides over the case.  Michael W.
Carmel, Esq., serves as the Debtor's counsel.  The petition was
signed by Lee Allen Johnson, manager of West Valley Ventures,
manager.

The U.S. Trustee has not appointed an official committee of
unsecured creditors in the Debtor's case because an insufficient
number of persons holding unsecured claims against the Debtor have
expressed interest in serving on a committee.  The U.S. Trustee
reserves the right to appoint the committee should interest
develop among the creditors.

Under the Plan filed in the Debtor's case, each holder of general
unsecured claims will receive 100% of its allowed general
unsecured claim.  Payments will be made in four equal semi-annual
payments.


* 87 US Chief Judges Appeal to Congress for Funding Help
--------------------------------------------------------
Describing themselves as "the boots on the ground in our nation's
federal trial courts," 87 chief U.S. District judges have sent a
letter to Congressional leaders stating that reduced funding and
sequestration have ". . . forced us to slash our operations to the
bone, and we believe that our constitutional duties, public
safety, and the quality of the justice system will be profoundly
compromised by any further cuts."

The letter was addressed to leadership of the Senate and House, as
well as to the House and Senate Judiciary and Appropriations
committees.  Individual recipients included Vice President Joseph
Biden, Senate Majority Leader Harry Reid (D-Nev.), Senate Minority
Leader Mitch McConnell (R-Ky.), House Speaker John Boehner (R-
Ohio), House Majority Leader Eric Cantor (R-Va.), and House
Minority Leader Nancy Pelosi (D-Calif.).

A copy of the letter sent to Vice President Biden is available at:

                        http://is.gd/wBz7Sp


* DOJ Suit on US Air-AMR Merger Won't Impact Airports' Ratings
--------------------------------------------------------------
Fitch Ratings does not expect to take any near-term action on its
U.S. airport debt ratings as a direct result of the recent actions
by the Department of Justice (DOJ). The DOJ has moved to block the
proposed merger of US Airways Group Inc. (US Airways, 'B+'/
Positive Outlook) and AMR Corp. (American, 'D'), the parent of
American Airlines Inc.

In Fitch's opinion, absent the merger, American will remain at a
competitive disadvantage to its larger rivals as a smaller
standalone entity without the benefits of a combined route
structure. The central risk for the American hubs would be a major
loss in connecting traffic, exacerbating the debt burden and
airline cost profile since all three hubs have in place or will be
facing high leverage metrics driven by large capital programs.

However, since American filed Chapter 11 bankruptcy protection in
late 2011, Fitch has observed relatively modest changes to
capacity and traffic levels. At Dallas-Fort Worth International
Airport (DFW, 'A'/Stable Outlook), American has maintained its
operations, has continued to meet its obligations to the airport
and has not canceled or modified any agreements. Miami
International Airport (MIA, 'A'/Stable Outlook) has had robust
traffic performance and has improved its position to serve as a
leading international gateway for the Latin American market. As a
solid franchise, operational performance would likely remain
intact even if American's operations should contract. Traffic
performance at Chicago O'Hare International Airport (ORD, 'A-
'/Negative Outlook) has been uneven in recent years with modest
capacity reductions by both United and American.

The DOJ's decision may have a negative impact on AMR's post
emergence credit profile as it will remain bankrupt for longer
than planned. Despite this, AMR will emerge with a lower cost
structure and a reduction in total debt regardless of whether the
merger is ultimately completed. These benefits can be seen in the
company's improved operating results through the first half of the
year.

In Fitch's view, if US Airways remains a standalone entity due to
the blocked merger, Fitch does not expect any changes to US
Airways' hubbing strategy in the near to medium term. In fact, US
Airways' three primary hubs have outperformed many other hubs
across the country over the past five years. This is supported by
US Airways' systemwide growth and the airports' moderate leverage
and airline cost metrics.

On Feb. 13, 2013, Fitch published a special report titled
'American Airlines Merger with US Airways - US Hubs May Be
Affected', in which it discussed potential outcomes of the
proposed merger on US airport operations. In particular, Fitch
noted that a merged US Airways/American group may no longer have
need for all six of its major hubs - (DFW, American), (MIA,
American), (ORD, American), Philadelphia ('A'/Stable Outlook, US
Airways), Charlotte ('A+'/Stable Outlook, US Airways) and Phoenix
(not rated, US Airways).

Fitch understands that the DOJ's move, which was unexpected by
Fitch, reflects its concern as to the effect of the merger on the
competitive environment in the US airline industry and the impact
of airline consolidation on consumers. Furthermore, Fitch
understands that the airlines are likely to appeal the decision,
and a final ruling may not be made for some time.

Fitch will continue to monitor developments with respect to the
merger of the two airlines and likely impact on its rated
airports.


* BOOK REVIEW: The Phoenix Effect: Nine Revitalizing Strategies
               No Business Can Do Without
----------------------------------------------------------------
Authors: Carter Pate and Harlann Platt
Publisher: John Wiley & Sons, Inc.
Softcover: 244 Pages
List Price: $27.95
Review by Gail Owens Hoelscher
Buy a copy for yourself and one for a colleague on-line at
http://amazon.com/exec/obidos/ASIN/0471062626/internetbankrupt

Think of all the managers of faltering companies who dream of
watching those companies rise from the ashes all around them!
With a record number of companies failing in 2001, and another
record-setting year expected for 2002, there are a lot of ashes
from which to rise these days.

Carter Pate and Harlan Platt highly value strong leadership able
to sharpen a company's focus and show the way to the future.
They believe that all too often, appropriate actions required to
improve organizations are overlooked because upper management
either isn't aware of the seriousness of the issues they face or
they don't know where to turn for accurate information to best
address their concerns. In the Phoenix Effect, the authors
present their ideas to "confront, comprehend, and conquer a
company's ills, big and small."

These ideas are grouped into nine steps: (i) Find out whether
the company needs a tune-up, a turnaround, or crisis management.
Locate the source of "the pain." (ii) Analyze the true scope of
the company's operations. Decide whether to stay in the same
businesses, withdraw from existing businesses, or enter new
ones. (iii) Hold the company to its mission statement. If it
strives to be "the most environmentally friendly." Figure out
how. (iv) Manage scale. Should the company grow, stay the same
size, or shrink? (v) Determine debt obligations and work toward
debt relief. (vi) Get the most from the company's assets.
Eliminate superfluous assets and evaluate underused assets.
(vii) Get the most from the company's employees. Increase output
and lower workforce costs. (viii) Get the most from the
company's products. Turn out products that are developed and
marketed to fill actual, current customer needs. (ix) Produce
the product. Search for alternate ways to create the product:
owning or leasing facilities, outsourcing, etc.

The authors believe that "how you're doing is where you're
going." They assert that the "one fundamental source of life  in
companies, as in people,.is the capacity for self-renewal, the
ability to excite your team for game after game. to go for broke
season after season." This ability can come from "(g)enetics,
charisma, sheer luck, stock options - all  crucial, yes, but the
best renewal insurance is a leader who always knows exactly how
his or her company is doing."

There are a lot of books written on this topic. Pate and Platt
successfully bridge the gap between overgeneralization and too
detail. They are equally adept at advising on how to go about
determining a business's scope and arguing for Monday rather
than Friday for implementing layoffs. They don't dwell on sappy
motivational techniques. They don't condescend to the reader or
depend too much on folksy vernacular and clich,. Their message
is clear: your company's phoenix, too, can rise from its ashes.

* Carter Pate is a well known turnaround expert at
PricewaterhouseCoopers with more than 20 years experience
providing strategic consulting and implementation strategies.

* Harlan Platt is a professor of finance at Northeastern
University and author of the book Principles of Corporate
Renewal.


                            *********

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, Valerie Udtuhan, 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
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-241-8200.


                  *** End of Transmission ***