TCR_Public/130830.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 30, 2013, Vol. 17, No. 240


                            Headlines

30DC INC: Introduces Digital Publishing Blueprint Business System
38 STUDIOS: Curt Schilling Can't Escape Suit Over Failed Co.
ABC LEARNING: Australian Bankruptcies Measure Up Under U.S. Law
AEOLUS PHARMACEUTICALS: Registers 15MM Shares Under Stock Plan
AFFYMAX INC: Cuts Short Lease Agreement with CA-Foothill

AGFEED INDUSTRIES: Equity Committee Supports Assets Sale
ALLY FINANCIAL: Inks $1 Billion Investment Agreement
AMERICAN AIRLINES: Govt. Sees No Need for Speed on Antitrust Suit
AMERICAN AIRLINES: Govt., AMR Can't Agree on Pre-Trial Preparation
AMERICAN AIRLINES: Judge Leaning Toward Plan, But Won't Rule Yet

AMERICAN AIRLINES: Customers Want DOJ Suit Handled Outside Ch. 11
AMERICAN AIRLINES: US Airways' Wash. Airport Prize Hobbles Merger
AMERICAN AIRLINES: TWU Calls on DOJ to Drop US Airways Merger Suit
AMERICAN APPAREL: Domestic Subsidiaries Guarantee $206,000 Notes
AMERICAN ROADS: Can Employ Curtis as Conflicts Counsel

AMERICAN ROADS: Reorganization Survives Objections
AMERICAN ROADS: Can Employ Protiviti as Financial Advisor
AMERICAN SEAFOODS: Poor Performance Cues Moody's to Cut CFR to B3
AMPAL-AMERICAN: Common Stock Delisted From NASDAQ
APPLIED DNA: Chief Financial Officer Resigns

AQUEDUCT RACE TRACK: Facing Closure
ARCAPITA BANK: Inks Agreed Order Re: Payment of KPMG Invoices
ARMORWORKS ENTERPRISES: US Must Defend Delaying $29MM Payments
ARROW ALUMINUM: Files First Amended Plan Outline
AUTOPARTS HOLDINGS: S&P Lowers Corp. Credit Rating to 'B-'

BRANDYWINE REALTY: Fitch Affirms 'BB+' Issuer Default Rating
CENGAGE LEARNING: Creditors Seek to Invalidate Copyright Liens
CERTENEJAS INCORPORADO: Confirmation Hearing Continued to Oct. 10
CHINA BAK: Incurs $10.3-Mil. Net Loss in June 30 Quarter
COLEMAN CABLE: Market Growth Prompts Moody's to Lift CFR to 'B1'

COLOMBIA CREST: Concludes Earn-In Agreement for Venecia Project
COLOREP INC: Stubbs Alderton Approved as Corporate Counsel
COLOREP INC: Stutman Treister Okayed as Reorganization Counsel
COMMONWEALTH GROUP: Seeks Dismissal of Chapter 11 Case
COMMUNITY TOWERS: EDR Approved as Valuation & Economic Expert

CONVERGEX GROUP: S&P Affirms & Withdraws 'B+' Counterparty Rating
CORNERSTONE HOMES: Sold Unregistered Securities, SEC Says
COUNTRYWIDE FINANCIAL: Beats FDIC's $1.5B RMBS Suit
CROC LLC: Bankruptcy Stays SRS North Carolina Property's Lawsuit
DESERT LAND: Dist. Ct. Dismisses Related Suit vs. Shotgun Nevada

DESIGNLINE CORP: Seeks $3-Million Ch. 11 Loan
DETROIT, MI: Retains Casino Tax Revenue
DETROIT, MI: Can Keep Casino Tax Revenue, Judge Rules
DETROIT, MI: City's Woes Add to Angst Over Municipal Debt
DIGERATI TECHNOLOGIES: Proofs of Claim Due by Oct. 16

EAST COAST BROKERS: Real Estate Brings $68.7 Million
EASTMAN KODAK: Wins Approval of Amended APA With RED-Rochester
ECO BUILDING: Sam Kan Quits as Accountants
ECOSPHERE TECHNOLOGIES: Continues to Provide Services to SEECO
EDENOR SA: Securities Placed Under "Common Trading"

EFL PARTNERS X: Liberty RE Assets Wins Case Dismissal
ELBIT IMAGING: Creditors Reject Plan of Arrangement, Court Finds
EMPIRE RESORTS: Option to Lease EPT Property Extended to Aug. 30
ENDEAVOUR INTERNATIONAL: Second Supplemental Deed with Cidoval
ENDICOTT INTERCONNECT: Gets Court OK for Feather Lane as Advisor

ENDICOTT INTERCONNECT: Panel to Tap GlassRatner as Fin'l Advisor
ENERGY XXI: Fitch Affirms 'B+' Issuer Default Ratings
ENERGY FUTURE: Moody's Lowers CFR to 'Caa1'; Outlook Negative
EQUIPOWER RESOURCES: S&P Assigns 'BB' Rating to $635MM Loan
EXIDE TECHNOLOGIES: Court Approves Amended Annual Incentive Plan

EXPERIENCE ART: Incurs $240K Net Loss in Second Quarter
EPAZZ INC: Amends Second Quarter Form 10-Q to Add Exhibit
FAIRBANKS PROPERTIES: Case Summary & 8 Unsecured Creditors
FIRST DATA: Added Joseph Plumeri to Board of Directors
FIRST SEALORD: Must Face Clawback Suit, Pa. Court Says

FIRST SECURITY: 401(K) Plan "Blackout Period" on Sept. 16 to 23
FLORIDA GAMING: Can Use Cash Collateral; Court Keeps Receiver
FLORIDA GAMING: Prepetition Lenders Object to Cash Collateral Use
FOUR OAKS: Incurs $104,000 Net Loss in Second Quarter
GARLOCK SEALING: Bankruptcy Trial Concludes in N.C.

GELT PROPERTIES: Cash Collateral Hearing Continued to Oct. 29
GENERAL PROPERTIES: Voluntary Chapter 11 Case Summary
GEYMONT CONSTRUCTION: Case Summary & 20 Largest Unsec. Creditors
GINGER BEEF: Applies for Temporary Management Cease Trade Order
GLYECO INC: Sells $2.6 Million Units

GMX RESOURCES: Lenders Prevail on Make-Whole Premium Dispute
GREEN GOLD: Herb Farm Files Chapter 12 Bankruptcy
HARLAN LABORATORIES: Default Risk Cues Moody's to Cut CFR to Caa2
HERCULES OFFSHORE: Files Fleet Status Report as of August 21
HORNE INTERNATIONAL: Incurs $215,000 Net Loss in Second Quarter

HOSTESS BRANDS: Properties Are Sold to Hackman Capital
HRK HOLDINGS: Can Borrow $1.2 Million From Regions Bank
HRK HOLDINGS: Wants to Borrow Add'l $2.5MM From Regions Bank
INTERFAITH MEDICAL: Seeks to Obtain $15-Mil. DIP Loan from DASNY
INTERFAITH MEDICAL: Can Access Cash Collateral Until Sept. 13

INTERFAITH MEDICAL: Inks Deal to Settle DASNY's $125-Mil. Claims
INQUEST TECHNOLOGY: App. Ct. Affirms $2MM Award for Peter Reilly
IZEA INC: Sells $2.3 Million Units
J.C. PENNEY: Incurs $586 Million Net Loss in Second Quarter
JONESBORO HOSPITALITY: Voluntary Chapter 11 Case Summary

JRL PROPERTIES: Case Summary & Unsecured Creditor
K-V PHARMACEUTICAL: Plan Confirmed; Lenders Lose $33-Mil.
K-V PHARMACEUTICAL: Judge Greenlights Reorganization Plan
K-V PHARMACEUTICAL: Medicaid Settlement Approved
LEO MOTORS: Incurs $188,000 Net Loss in Second Quarter

LIGHTSQUARED INC: Lenders Seek Court Approval to Sell 'LP' Assets
LIGHTSQUARED INC: Facing Two Major September Hearings
M P M INC: Case Summary & Unsecured Creditor
MACROSOLVE INC: Names MaloneBailey LLP as New Accountants
MUSCLEPHARM CORP: Marine MP to Resell 780,000 Common Shares

MYCO PROPERTY: Case Summary & 18 Largest Unsecured Creditors
NATIONAL ENVELOPE: R.R. Donnelley Resigns from Creditors Committee
NATIONAL ENVELOPE: Committee Can Retain Guggenheim as Advisor
NATIONAL ENVELOPE: Committee Can Retain Pachulski Stang as Counsel
NATIONAL ENVELOPE: Wants Lease Decision Period Extended to Jan. 6

NEW CENTURY FIN'L: Longos' Unsecured Claim Reduced to $1,850
NESBITT PORTLAND: Seeks to Tap Jones Lang as Real Estate Broker
NXT ENERGY: Incurs C$1.15-Mil. Net Loss in Second Quarter
OM GROUP: Moody's Withdraws Ba2 Ratings Following Debt Repayment
ORCHARD BRANDS: Moody's Withdraws 'B2' Ratings

ORCKIT COMMUNICATIONS: May Ink $4.5MM License Pact with ECI
PATRIOT COAL: Peabody Must Complete Rule 2004 Documents by Oct. 31
PATRIOT COAL: EY LLP to Provide Union Retirement Plan Audit Svcs.
PENNSYLVANIA HIGHER: Fitch Keeps 'B' Ratings on 9 Note Classes
PERSONAL COMMUNICATIONS: Seeks to Sell Assets for $105-Mil.

PERSONAL COMMUNICATIONS: Can Tap $40-Mil. of JPMorgan DIP Loan
PERSONAL COMMUNICATIONS: Can Use Cash Collateral Until Sept. 4
PERSONAL COMMUNICATIONS: Seeks to Pay Non-Insider Employee Bonuses
PETTERS GROUP: Fundraiser Seeking Shorter Sentence
PETRON ENERGY: To Issue 3 Million Shares Under Incentive Plan

PHOENIX COMPANIES: A.M. Best Cuts Fin. Strength Rating to B(fair)
PLC SYSTEMS: Gregory Mann Assumes Unit Managing Director Role
PRIME TIME: Case Summary & 7 Unsecured Creditors
PRM FAMILY: Can Hire Landegger Baron as Immigration Counsel
PRM FAMILY: Wants to Employ Gursey Schneider as Accountants

PTM TECHNOLOGIES: Court Rejects Debtor's, Lender's Rival Plans
PYRAMIDS CHILD: Dist. Ct. Dismisses Suit vs. Clinton County, et al
RADIAN GROUP: Mortgage Unit Enters Into Agreement with Freddie Mac
REFCO INC: Grant Thornton Settles With Funds Over Collapse
RESIDENTIAL CAPITAL: Seeks to Assume, Assign Impac Servicing Deals

RESIDENTIAL CAPITAL: Objects to Gilbert Claims
RESIDENTIAL CAPITAL: Objects to G. Valeeva & E. Okouneva's Claim
RHYTHM AND HUES: Can Hire Fox Rothschild as Special ERISA Counsel
ROCK POINTE: Sec. 341 Creditors' Meeting Set for Oct. 4
ROCK POINTE: John Munding Named as Chapter 11 Trustee

ROTECH HEALTHCARE: Bankruptcy Court Approves Reorganization Plan
SAN BERNARDINO, CA: Granted Chapter 9 Protection
SCOOTER STORE: Obtains Court Approval to Use Cash Collateral
SCOOTER STORE: Exclusive Period to File Plan Ends Nov. 11
SCOOTER STORE: Obtains Court Approval to Use Cash Collateral

SCOOTER STORE: Exclusive Period to File Plan Ends Nov. 11
SEMGROUP LP: 3rd Circuit Issues Key Ruling on Equitable Mootness
SEQUA CORP: S&P Affirms 'B' CCR & Revises Outlook to Negative
SIRIUS INT'L: Fitch Affirms 'BB+' $250MM Preference Shares Rating
SKILLED HEALTHCARE: Moody's Lowers CFR to 'B2'; Outlook Stable

SPECIALTY PRODUCTS: Agencies Slam Ch. 11 Disclosure for Plan
SPECTRUM BRANDS: Fitch Affirms 'BB-' Issuer Default Rating
SPIRE CORP: Guy Mayer Quits From Board
SWJ MANAGEMENT: Files Schedules of Assets and Liabilities
T-L BRYWOOD: RCG-KC Brywood Balks at Exclusivity Extension Bid

T-L BRYWOOD: Urges Court to Approve Plan Outline
THEODORO BAKING: Files for Chapter 11 in St. Louis
TRIMJOIST CORP: Bankr. Ct. Abstains From Suit v. Company President
UNIFIED 2020: Amends Application to Employ J. Slim as Co-Counsel
USA COMMERCIAL: Nev. Dist. Ct. Rules Against Compass & D. Blatt

VAUGHN COLLEGE: S&P Lowers Rating on 2006 Revenue Bonds to 'BB'
VILLAGE AT KNAPP'S: Files Schedules of Assets and Liabilities
VILLAGE AT KNAPP'S: Corrected List of Top Unsecured Creditors
VITAMINSPICE: Jehu Hand Obtains Judgment in Defamation Suit
XTREME GREEN: Files Motion to Obtain $2-Mil. in DIP Financing

XTREME IRON: Chap. 11 Trustee Files Joint Plan of Liquidation
YRC WORLDWIDE: Amends $350 Million Securities Prospectus
Z TRIM HOLDINGS: Edward Smith Held 69.9% Equity Stake at Aug. 20
ZUERCHER TRUST: Case Trustee Can Employ Grobstein as Fin'l Advisor

* BlackRock Wins Dismissal of Securities Lending Suit
* JPMorgan FERC-Probe Records Sought by Senate Investigators
* CoreLogic Reports 49,000 Completed Foreclosures in July
* Fitch Says U.S. High Yield Sensitive to Emerging Market Defaults

* Regulators Back Away From Tougher Mortgage Rules
* S&P Raises Rating on 3 US Wireless Tower Operators After Review
* AlixPartners Bags TMA's "Turnaround of the Year" Award
* 4th Cir. Appoints Keith L. Phillips as E.D. Va. Bankruptcy Judge

* BOOK REVIEW: A Legal History of Money in the United States,
               1774-1970

                            *********

30DC INC: Introduces Digital Publishing Blueprint Business System
-----------------------------------------------------------------
30DC, Inc., launched a Digital Publishing Blueprint, a complete
system consisting of everything needed to develop a business
selling content on mobile environments like Apple's Newsstand.
With Digital Publishing Blueprint, any Internet publisher of
user-generated content can create a digital publication within a
business or market niche that they are passionate about.

The centerpiece of the program is a new, in-depth, six-week,
seven-module training program on how to create, develop and market
a digital magazine and other types of digital publications from
scratch, and includes the use of the MagCast platform to create an
app and effectively build market leadership in a particular niche.

Digital Publishing Blueprint was developed from 30DC's MagCast
pilot program, introduced in the last year, whereby nearly 400 of
its licensees, many without prior magazine publishing experience,
technical skills, and limited lists, launched digital publishing
businesses from scratch on Apple Newsstand, generating
approximately 1,250,000 readers.

Members of DIGITAL PUBLISHING BLUEPRINT will learn the strategies
and tactics for creating, publishing and marketing magazines both
on and outside of Apple Newsstand via seven modules:

Module #1: Digital Opportunities
Module #2: Content Creation Mastery
Module #3: Creating Your Magazine App
Module #4: Creating Your First Magazine Issue
Module #5: Publishing & Submitting Your App to Apple
Module #6: Marketing Secrets & Strategies
Module #7: Go Big - Strategic methods to Leverage your MagCast

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

                         http://is.gd/cgC3H9

                            About 30DC Inc.

New York-based 30DC, Inc., provides Internet marketing services
and related training to help Internet companies in operating their
businesses.  It operates in two divisions, 30 Day Challenge and
Immediate Edge.

30DC's annual report for the fiscal year ended June 30, 2012,
shows net income of $32,207 on $2.91 million of total revenue as
compared with a net loss of $1.44 million on $1.89 million of
total revenue the year before.  As of Sept. 30, 2012, the Company
had $2.25 million in total assets, $2.41 million in total
liabilities and a $166,465 total stockholders' deficiency.

Marcum LLP, in New York, issued a "going concern" qualification on
the consolidated financial statements for the year ended June 30,
2012.  The independent auditors noted that the Company has a
working capital deficit and stockholders' deficiency as of
June 30, 2012.


38 STUDIOS: Curt Schilling Can't Escape Suit Over Failed Co.
------------------------------------------------------------
Law360 reported that a Rhode Island judge refused to dismiss a
lawsuit accusing former MLB ace Curt Schilling, Wells Fargo
Securities LLC and Barclays Capital PLC of misleading Rhode Island
about the risks associated with $75 million in taxpayer loan
financing for Schilling's now-bankrupt video game venture.

According to the report, the defendants' arguments asking the
state court to dismiss the case were largely shot down by Rhode
Island Superior Court Judge Michael Silverstein in a 99-page
opinion. The defendants had said that the state's damage claims
lack justiciability, the report related.

38 Studios LLC, a video-game developer founded by former Boston
Red Sox pitcher Curt Schilling, filed for liquidation on June 8,
2012, without attempting to reorganize.  Although based in
Providence, Rhode Island, the company filed the Chapter 7 petition
in Delaware (Case No. 12-11743).


ABC LEARNING: Australian Bankruptcies Measure Up Under U.S. Law
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that according to an Aug. 27 opinion by the U.S. Court of
Appeals in Philadelphia, an Australian corporate bankruptcy
satisfies the standards for recognition as a so-called foreign
main proceeding under Chapter 15 of U.S. bankruptcy law.

The report relates that Australian corporate bankruptcies differ
in facially significant aspects.  On close examination, Circuit
Judge Joseph Scirica said they fall in line with procedures and
creditors' rights in the U.S. law.

According to the report, Judge Scirica said that only one other
U.S. court has decided that Australian bankruptcy proceedings are
entitled to recognition in the U.S.  A finding of recognition
automatically halts creditor actions in the U.S. while allowing
the foreign court to draw in assets and make distributions to
creditors under foreign law.

In the Third Circuit case, an Australian corporation operated in
the U.S. through subsidiaries.  A U.S. unsecured creditor obtained
a judgment and argued unsuccessfully in bankruptcy court in
Delaware that Australian proceedings weren't up to snuff compared
with U.S. law.  In Australia, a receivership on behalf of secured
creditors can run parallel with a liquidation on behalf of
everyone else.  The U.S. creditor contended that Australian law
wasn't a "collective proceeding" because the receivership was only
for benefit of secured creditors.

The report relates that Judge Scirica disagreed, showing in his
opinion how U.S. and Australian law work toward the same ends. He
said that the Netherlands have similar bankruptcy laws which have
been held satisfactory in the U.S.  Were the Australian bankruptcy
not recognized in the U.S., Judge Scirica said the U.S. creditor,
although unsecured, would have been able to jump ahead of
Australian secured creditors by glomming assets in the U.S. That
would "eviscerate the orderly liquidation proceeding," Judge
Scirica said.

The case is In re ABC Learning Centres Ltd., 12-2808, 3rd
U.S. Circuit Court of Appeals (Philadelphia).

                         About ABC Learning

Based in Australia, ABC Learning Centres Limited (ASX: ABS) --
http://www.childcare.com.au/-- provides childcare services and
education in more than 1,200 centers in Australia, New Zealand,
the United States and the United Kingdom.  The Company's
subsidiaries include A.B.C. Developmental Learning Centers Pty
Ltd., A.B.C. Early Childhood Training College Pty Ltd., Premier
Early Learning Centers Pty Ltd., A.B.C. Developmental Learning
Centers (NZ) Ltd., A.B.C. New Ideas Pty Ltd., A.B.C. Land Holdings
(NZ) Limited and Child Care Centers Australia Ltd.  On Jan. 26,
2007, it acquired La Petite Holdings Inc.  On Feb. 2, 2007, it
acquired Forward Steps Holdings Ltd.  On March 23, 2007, it
acquired Children's Gardens LLP.  In September 2007, the Company
purchased the Nursery division (Leapfrog Nurseries) from Nord
Anglia Education PLC.  In June 2008, the Company completed the
sale of a 60% stake in its United States business to Morgan
Stanley Private Equity.

In November 2008, ABC Learning Centres Limited appointed Peter
Walker and Greg Moloney of Ferrier Hodgson as voluntary
administrators of the company and a number of its subsidiaries.
Subsequent to the appointment of administrators, the company's
banking syndicate appointed Chris Honey, Murray Smith and John
Cronin of McGrathNicol as receivers.

The Administrators filed a Chapter 15 petition for the Company
(Bankr. D. Del. Case No. 10-11711) on May 26, 2010.  Joel A.
Waite, Esq., at Young, Conaway, Stargatt & Taylor, represents the
Petitioners in the Chapter 15 case.  ABC's debts and assets were
estimated to be between US$100 million and US$500 million.

A separate Chapter 15 petition was filed for affiliate A.B.C.
USA Holdings Pty Ltd., listing assets and debts of at least
US$100 million.


AEOLUS PHARMACEUTICALS: Registers 15MM Shares Under Stock Plan
--------------------------------------------------------------
Aeolus Pharmaceuticals, Inc., will issue 15 million shares of its
common stock under the Company's Amended and Restated 2004 Stock
Incentive Plan.  The proposed maximum aggregate offering price is
$3.67 million.  A copy of the Form S-8 is available for free at:

                          http://is.gd/Jcu6fX

                     About Aeolus Pharmaceuticals

Mission Viejo, California-based Aeolus Pharmaceuticals, Inc., is a
Southern California-based biopharmaceutical company leveraging
significant government investment to develop a platform of novel
compounds in oncology and biodefense.  The platform consists of
over 200 compounds licensed from Duke University and National
Jewish Health.

The Company's lead compound, AEOL 10150, is being developed as a
medical countermeasure ("MCM") against the pulmonary sub-syndrome
of acute radiation syndrome ("Pulmonary Acute Radiation Syndrome"
or "Lung-ARS") as well as the gastrointestinal sub-syndrome of
acute radiation syndrome ("GI-ARS").  Both syndromes are caused by
acute exposure to high levels of radiation due to a radiological
or nuclear event.  It is also being developed for use as a MCM for
exposure to chemical vesicants such as chlorine gas, sulfur
mustard gas and nerve agents.

Grant Thornton LLP, in San Diego, Cal., expressed substantial
dobut about Aeolus Pharmaceuticals' ability continue as a going
concern.  The independent auditors noted that the Company has
incurred recurring losses and negative cash flows from operations,
and management believes the Company does not currently possess
sufficient working capital to fund its operations through fiscal
2013.

The Company's balance sheet at March 31, 2013, showed $4.67
million in total assets, $3.06 million in total liabilities and
$1.60 million in total stockholders' equity.


AFFYMAX INC: Cuts Short Lease Agreement with CA-Foothill
--------------------------------------------------------
Affymax, Inc., executed a Seventh Amendment to Lease, dated as of
Aug. 14, 2013, and effective as of Aug. 15, 2013, with CA-Foothill
Research Center L.P., as Landlord, which provides for the
acceleration of the termination date of the lease agreement for
the Company's offices and laboratories located at 4001 Miranda
Avenue, 4009 Miranda Avenue and 4015 Miranda Avenue, in Palo Alto,
California, dated as of May 30, 1990, as amended by amendments one
through six.

The Lease Agreement was previously scheduled to expire on
Sept. 30, 2014, and the Seventh Amendment provides for the
acceleration of the termination date of the Lease Agreement to
Aug. 15, 2013.  In consideration for the settlement of outstanding
and future lease payments and costs associated with a full and
complete relinquishment of the facilities under the Lease
Agreement, the Company agreed to make a payments to the Landlord
totaling approximately $2.6 million, which amount includes rent
and acceleration payments, forfeiture of the Company's Security
Deposit held by the Landlord and authorization for the Landlord to
draw upon the Company's letter of credit held by the Landlord
pursuant to the Lease Agreement.

The Company is now headquartered at 19200 Stevens Creek Boulevard,
Suite 240, Cupertino, CA 95014.

                           About Affymax

Affymax, Inc. (Nasdaq: AFFY) is a biopharmaceutical company based
in Palo Alto, California.  In March 2012, the U.S. Food and Drug
Administration approved the Company's first and only product,
OMONTYS(R) (peginesatide) Injection for the treatment of anemia
due to chronic kidney disease in adult patients on dialysis.
OMONTYS is a synthetic, peptide-based erythropoiesis stimulating
agent, or ESA, designed to stimulate production of red blood cells
and has been the only once-monthly ESA available to the adult
dialysis patient population in the U.S.  The Company co-
commercialized OMONTYS with its collaboration partner, Takeda
Pharmaceutical Company Limited, or Takeda during 2012 until
February 2013, when the Company and Takeda announced a nationwide
voluntary recall of OMONTYS as a result of safety concerns.

As of June 30, 2013, the Company had $20.91 million in total
assets, $20.58 million in total liabilities and $325,000 in total
stockholders' equity.

                        Bankruptcy Warning

"Our operations have consumed substantial amounts of cash since
our inception.  As a result of the February 23, 2013 nationwide
voluntary recall of OMONTYS and the suspension of all marketing
activities, there is significant uncertainty as to whether we will
have sufficient existing cash, cash equivalents and investments to
fund our operations for the next 12 months.

"Our liabilities exceed our assets.  While we continue to reduce
cash outflows, there is no assurance that we have sufficient
resources remaining to meet existing and future obligations in a
timely manner.  If Takeda is unable to reintroduce the product or
we are unable to obtain additional funding in the near future, our
cash resources will rapidly be depleted and we will be required to
further reduce or suspend operations, which would likely have a
material adverse effect on our business, stock price and our
relationships with third parties with whom we have business
relationships, at least until additional funding is obtained.  If
we do not have sufficient funds to continue operations, we could
be required to liquidate our assets, seek bankruptcy protection or
other alternatives, and it is likely that investors will lose all
or some of their investment in us," the Company said in the Form
10-Q filing for the period ended June 30, 2013..


AGFEED INDUSTRIES: Equity Committee Supports Assets Sale
--------------------------------------------------------
BankruptcyData reported that AgFeed Industries' official committee
of equity security holders filed with the U.S. Bankruptcy Court a
statement in support of AgFeed Industries' motion for entry of an
order approving the sale of all or substantially all of the assets
of AgFeed USA and its Debtor subsidiaries.

The committee explains, "The Equity Committee supports the
Debtors' sale to the Prevailing Bidder. Despite being formed the
Friday evening before the Monday, August 26, 2013 Auction, the
Debtors quickly provided information to the Equity Committee and
allowed access to their professionals including Keith A. Maib, the
Debtors' Chief Restructuring Officer. The members of the Equity
Committee and their proposed professionals previously participated
in the Ad Hoc Committee of Equity Security Holders (the 'Ad Hoc
Committee'). The Ad Hoc Committee, among other things, indentified
potential bidders, valued the Debtors' assets and reviewed
publicly available information on the Debtors and the industry.
These efforts of the Ad Hoc Committee enabled the Equity Committee
to quickly and diligently digest and analyze the previously
confidential information regarding the competitive bids and the
Debtors' marketing efforts. Based upon the information provided
and the discussions with the Debtors' professionals, the Equity
Committee is confident that the Debtors conducted a robust
marketing process which resulted in an additional qualified bid
for the purchase of substantially all of the assets of AgFeed USA
and its debtor subsidiaries. Moreover, the Auction was a success
and resulted in an increase of the net bid value by over $12
million. The Equity Committee believes that the terms, conditions
and form of the Prevailing Bid were the highest and best offered
at the Auction."

                      About Agfeed Industries

AgFeed Industries, formerly known as M2 P2, LLC, is an
international agribusiness with operations in the U.S. and China.
AgFeed has two business lines: animal nutrition in premix,
concentrates and complete feeds and hog production.  In the U.S.,
AgFeed's hog production unit, M2P2, is a market leader in setting
new standards for production efficiency and productivity.  AgFeed
believes the transfer of these processes, procedures and
techniques will allow its new Western-style Chinese hog production
units to set new standards for production in China.  China is the
world's largest pork market consuming 50 percent of global
production and over 62 percent of total protein consumed in China
is pork.  Hog production in China currently enjoys income tax free
status.

AgFeed Industries, Inc., and its affiliates filed voluntary
petitions under Chapter 11 of the Bankruptcy Code (Bankr. D. Del.
Case No. 13-11761) on July 15, 2013, with a deal to sell most of
its subsidiaries to The Maschhoffs, LLC, for cash proceeds of $79
million, absent higher and better offers.  The Debtors estimated
assets of at least $100 million and debts of at least $50 million.

Keith A. Maib signed the petition as chief restructuring officer.
Hon. Brendan Linehan Shannon presides over the case.  Donald J.
Bowman, Jr., and Robert S. Brady, Esq., at Young, Conaway,
Stargatt & Taylor, serve as the Debtors' counsel.   BDA Advisors
Inc. acts as the Debtors' financial advisor.  The Debtors' claims
and noticing agent is BMC Group, Inc.


ALLY FINANCIAL: Inks $1 Billion Investment Agreement
----------------------------------------------------
Ally Financial Inc., on Aug. 19, 2013, entered into Investment
Agreements with certain investors pursuant to which Ally agreed to
issue and sell to those Investors, and those Investors agreed to
severally purchase from Ally, an aggregate of 166,667 shares of
Ally's common stock, $0.01 par value per share, at an aggregate
price of $1 billion.

The completion of the Private Placement is subject to the
fulfillment or written waiver of certain conditions, including,
among others, receipt by Ally of the non-objection of the Board of
Governors of the Federal Reserve System to Ally's re-submitted
capital plan under the Comprehensive Capital Analysis and Review
2013, the repurchase by Ally of all outstanding shares of its
Fixed Rate Cumulative Mandatorily Convertible Preferred Stock,
Series F-2 and the elimination or relinquishment of any right of
the holder of Series F-2 Preferred Stock to receive, in certain
circumstances, additional shares of common stock pursuant to
Section 6(a)(i)(B) of the certificate of designations of the
Series F-2 Preferred Stock.

A copy of the Investment Agreement is available for free at:

                        http://is.gd/Q0TXbc

Repurchase Transaction

On Aug. 19, 2013, Ally entered into an Agreement in Respect of
Securities Repurchase and Share Adjustment Provision with the
United States Department of the Treasury for the repurchase by the
Company of all outstanding shares of Series F-2 Preferred Stock
held by Treasury and the termination of the Share Adjustment
Right.  Pursuant to the Purchase and Release Agreement, Ally will
purchase from Treasury, and Treasury will sell to the Company, all
outstanding shares of the Series F-2 Preferred Stock for an
aggregate purchase price of an amount in cash equal to $5.2
billion plus accrued and unpaid dividends and Ally will pay to
Treasury an amount in cash equal to $725 million in consideration
for Treasury's release of any rights it has under the Share
Adjustment Right.

The obligations of Ally and Treasury to consummate the Repurchase
Transaction and the SAR Termination are subject to the fulfillment
or written waiver of certain conditions, including, among others,
receipt by Ally of the non-objection of the Federal Reserve to
Ally's CCAR Plan, and the successful consummation of the Private
Placement.

A copy of the Repurchase Agreement is available for free at:

                         http://is.gd/bijT7S

Relinquishment Agreements

In connection with the Private Placement, FIM Holdings LLC and
Treasury entered into separate agreements with Ally, each dated
Aug. 19, 2013, pursuant to which each of Ally, FIM and Treasury
irrevocably relinquished and surrendered all rights, privileges
and powers afforded to such party and releasing all obligations
and duties owed or required to be performed under the Amended and
Restated Governance Agreement, dated May 21, 2009, made by and
among Ally, FIM, Treasury and other parties thereto.  Upon
effectiveness of the Relinquishment Agreements, Ally, FIM and
Treasury will also release all parties that had signed a Joinder
Agreement to the Governance Agreement from their obligations to be
bound by, and subject to, all the terms and conditions of the
Governance Agreement.

Each Relinquishment Agreement becomes effective only upon the
satisfaction of certain conditions, including, the execution and
effectiveness of the Stockholders Agreement, and the consummation
of the Private Placement, the Repurchase Transaction and the SAR
Termination.

A copy of each Relinquishment Agreement is available for free at:

                         http://is.gd/DZoKmQ

Stockholders Agreement

On Aug. 19, 2013, Ally, FIM and Treasury entered into a
Stockholders Agreement in order to memorialize certain
understandings relating to the composition of the board of
directors of the Company.  Pursuant to the Stockholders Agreement,
the Board will continue to be comprised of 11 directors.  A copy
of the Stockholders Agreement is available for free at:

                         http://is.gd/gPDMTw

                         About Ally Financial

Ally Financial Inc., formerly GMAC Inc. -- http://www.ally.com/--
is one of the world's largest automotive financial services
companies.  The Company offers a full suite of automotive
financing products and services in key markets around the world.
Ally's other business units include mortgage operations and
commercial finance, and the company's subsidiary, Ally Bank,
offers online retail banking products.  Ally operates as a bank
holding company.

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

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


AMERICAN AIRLINES: Govt. Sees No Need for Speed on Antitrust Suit
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Justice Department and seven states say the
antitrust trial with AMR Corp. and US Airways Group Inc. should
begin in March, not in November as the airlines request.

According to the report, U.S. District Judge Colleen Kollar-
Kotelly will conduct a status conference today, Aug. 30, to decide
on a schedule for the trial to decide if a proposed merger of the
two airlines violates antitrust law.

The government, the report discloses, sees no need for speed.
Although the parent of American Airlines Inc. contends the pending
antitrust suit creates uncertainty for workers and passengers, the
government points out how AMR's just-filed operating report showed
July to be the most-profitable month in the company's history.
Likewise, this year's second quarter was the most profitable
second quarter in AMR's existence.

The government provided a list showing how trials began in
comparable antitrust cases about six months or more after the
complaints were filed.  The Justice Department criticized a
similar list provided by AMR because it referenced antitrust
suits conducted before a Federal Trade Commission administrative
law judge whose opinion would only be a recommendation to the
commission.

The states and the government propose having four months to
conduct document investigations and examinations under oath.
There would be one month for experts' reports and examinations,
followed by a month to file pre-trial motions and briefs.  States
joining the government in trying to block the merger include Texas
and Arizona, where the two airlines are based.

The antitrust suit is U.S. v. US Airways Group Inc., 13-cv-01236,
U.S. District Court, District of Columbia.

                       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.

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: Govt., AMR Can't Agree on Pre-Trial Preparation
------------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the disagreement between the U.S. Justice Department
and AMR Corp. and US Airways Group Inc. about the commencement
date for an antitrust trial isn't the only pretrial issue on which
they can't agree.  The two sides are far apart on the question of
how much investigation is needed before the case is ready for
trial.

According to the report, the government and the seven states
seeking to block a merger between the two airlines want the trial
to begin in March.  The government needs six months partly because
it wants to take examinations under oath of 50 witnesses.
Examinations of the airlines' top four executives should run two
days each, according to the government.

AMR and US Airways told U.S. District Judge Colleen Kollar-Kotelly
in Washington that the government should have only 10 examinations
under oath, so trial can begin in November.  The airlines also
want limits on information-gathering activities.

The parties laid out their positions in a jointly filed statement
in advance of a status conference the judge will hold Aug. 30 to
decide when the trial will start.  The parties said they are "at
impasse" over a trial-commencement date.

According to the report, there are some minor issues on which they
agree.  They all say there must be a trial with witnesses and that
the antitrust issues can't be decided just by filing papers.  On
the question of settlement, the government said it hasn't received
an offer that "addresses competitive concerns."  Any settlement
would require the airlines to give up capacity at Washington's
Reagan National Airport.

The antitrust suit is U.S. v. US Airways Group Inc., 13-cv-1236,
U.S. District Court, District of Columbia.

                          Settlement?

Law360 reported that the U.S. Department of Justice, American
Airlines Inc. and US Airways Group Inc. on Aug. 28 expressed their
interest in settling the government's challenge to the airlines'
$11 billion merger, just one day after the DOJ requested a March
2014 trial date.

According to the report, the government said in a joint report
that it is "open to a settlement that addresses the competitive
harms posed by the merger but have not yet received any such
proposal from the defendants."

The antitrust suit is U.S. v. US Airways Group Inc., 13-cv-1236,
U.S. District Court, District of Columbia.

                       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.

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: Judge Leaning Toward Plan, But Won't Rule Yet
----------------------------------------------------------------
Law360 reported that a New York bankruptcy judge on Aug. 29 said
he was leaning toward approving AMR Corp.'s reorganization plan
but once again put off an official ruling on the matter, which has
been thwarted by federal antitrust regulators who challenged the
airline's proposed merger two weeks ago.

According to the report, U.S. Bankruptcy Judge Sean H. Lane said
he needed more time to review the arguments made for and against
confirmation of the plan, which hinges on a proposed $11 billion
merger with US Airways Group Inc.

Scott Neuman, writing for Capital Public Radio, reports that Judge
Lane said he is "finding the arguments in favor of confirmation
fairly persuasive" to allow American to emerge from bankruptcy.

Capital Public Radio, citing an Associated Press report, says
Judge Lane reportedly could sign off on a restructuring plan for
AMR Corp. on Sept. 12.  The AP says: "Such a decision would only
leave one obstacle -- although a big one -- to American's proposed
merger with US Airways. That would be an antitrust lawsuit filed
by the government earlier this month."
                       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.

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: Customers Want DOJ Suit Handled Outside Ch. 11
-----------------------------------------------------------------
Law360 reported that a group of American Airlines Inc. customers
on Aug. 28 urged the judge overseeing the airline's bankruptcy to
send the antitrust lawsuit they launched to block an $11 billion
merger to federal district court, claiming bankruptcy court is not
an appropriate forum.

According to the report, the customers are asking U.S. Bankruptcy
Judge Sean H. Lane to withdraw the reference to the adversary
proceeding, which would allow the matter to proceed in the U.S.
District Court for the Southern District of New York.

The antitrust suit is U.S. v. US Airways Group Inc., 13-cv-1236,
U.S. District Court, District of Columbia.

                       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.

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: US Airways' Wash. Airport Prize Hobbles Merger
-----------------------------------------------------------------
Mary Jane Credeur & Sara Forden, writing for Bloomberg News,
reported that as U.S. regulators spent the better part of six
months preparing to sue to stop the American Airlines-US Airways
Group Inc. merger, the carriers devised a plan to allay some
antitrust concerns: an offer to cede flight slots at Washington's
Reagan National Airport.

According to the report, while the proposal fell flat, three
people with knowledge of the matter said, the talks show the
stakes at an airport where a merged carrier would control 69
percent of the flights. The airlines' overtures weren't enough,
said the people, who asked not to be identified because the
discussions were private, and the Justice Department sued on Aug.
13 to block the deal.

If there's a way to settle the case, one element would almost
certainly have to be a loosening of the airlines' grip at
National, Washington's only airport with federal flight caps, the
report related. JetBlue Airways Co. and Southwest Airlines Co.
have said AMR Corp.'s American and US Airways should be forced to
give up some slots, a step ordered in other mergers.

"The problem is you've got a dominant carrier at the only slot-
controlled airport" in Washington, said Jeff Straebler, managing
director for aerospace in John Hancock Financial Services' bonds
and corporate finance group in Boston, the report further related.
A merged airline's market share would be "a big number, no
question."

The Justice Department, which also is concerned that a tie-up
would boost fares, said that it hasn't received a proposed
settlement from the airlines that addresses antitrust issues
raised by the merger.

                       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.

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: TWU Calls on DOJ to Drop US Airways Merger Suit
-----------------------------------------------------------------
Members of the Transport Workers Union (TWU) in Tulsa, Oklahoma --
home of American Airlines' largest maintenance and repair base --
delivered petitions with more than 8,000 signatures from all over
the United States to the offices of the U.S. Department of Justice
(DoJ) in Tulsa on Aug. 29.

In a similar manner, airline workers and supporters from Chicago,
Dallas, Los Angeles, Miami and other cities are calling for the
government to drop its irrational lawsuit against the proposed
merger of American Airlines and US Airways.  The merger will
protect good-paying U.S. jobs and give consumers the only real
chance for competition with the Delta-United duopoly, which
currently dominates the U.S. airline industry.

"The DoJ lawsuit is completely inconsistent with its approval of
the mergers of United/Continental and Delta/Northwest," said
Tom Lee, president of TWU Local 568 in Miami.  "Now, by trying to
block the American Airlines/US Airways merger, the DOJ is
prohibiting a more level field of competition within the
industry."

"We're counting on this merger to restore a level playing field in
the industry and to help keep our jobs secure," said Sean Doyle,
president of TWU Local 512 in Chicago.  "It will enable us to
compete with United and Delta and provide consumers with more
choice.  If the merger is blocked, we'll be at a competitive
disadvantage, our jobs will be at risk, and consumers will lose
out."

"Workers at American Airlines and US Airways have struggled for
more than a decade with reductions in wages, healthcare and
pensions," said Donny Tyndall, president of TWU Local 502 in Los
Angeles.  "We support this merger 100 percent, because it will
ensure we have an economic future.  We can't understand why our
own government is going to court to put good-paying U.S. jobs at
risk."

"If the DOJ blocks this merger, American Airlines and US Airways
could again be faced with deep financial losses," said
Darrin Pierce, president of TWU Local 513 in Dallas/Fort Worth.
"We're doing everything to we can to make this industry more
competitive, by offering quality service and real choices for
consumers.  Our efforts shouldn't be undermined by government
intervention."

AMR, the parent company of American Airlines, is ready to emerge
from a difficult two-year bankruptcy process with a plan to merge
with U.S. Airways.  The proposed merger would create -- for the
first time in years -- head-to-head competition between Delta and
United and an American Airlines more able to compete with foreign
carriers.

In coming days, TWU members plan to join with members of other
unions, consumer advocates, local elected officials and others to
reach out to the White House and the Department of Justice,
encouraging support for the proposed merger.

TWU members have requested a meeting with U.S. Attorney General
Eric Holder.  "We'd like to let him know, directly, how this
merger will help workers and consumers," said Dale Danker,
president of TWU Local 514 in Tulsa.

This coming Friday, August 30, U.S. District Judge Colleen Kollar-
Kotelly will set a trial date for the Department of Justice's
lawsuit against the proposed merger.  TWU members have joined
American Airlines and US Airways in seeking a speedy trial -- if
DoJ proceeds with a legal action that appears to violate the
precedents set during previous airline mergers.

"When you've got a lawsuit this wrong-headed, the best thing is
get it over with as soon as possible," said Mr. Danker.  "Airline
workers, passengers, shareholders -- everybody's going to be
better off once we put this behind us and move ahead with a merger
that makes sense."

The Transport Workers Union of America (TWU) represents 200,000
workers and retirees, primarily in commercial aviation, public
transportation and passenger railroads.  The union is an affiliate
of the AFL-CIO.

                      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.

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


AMERICAN APPAREL: Domestic Subsidiaries Guarantee $206,000 Notes
----------------------------------------------------------------
American Apparel Inc. issued on April 4, 2013, $206,000 aggregate
principal amount of its 13 percent Senior Secured Notes due 2020
with a maturity date of April 15, 2020.

The Notes are guaranteed by each of the Company's current and
future 100 percent owned direct and indirect domestic
subsidiaries, subject to certain customary automatic release
provisions, including release of the subsidiary guarantor's
guarantee upon the sale of all of that guarantor's equity interest
or all or substantially all of its assets, designation of that
guarantor as an unrestricted or immaterial subsidiary for purposes
of the indenture and satisfaction of the defeasance or discharge
provisions of the indenture.

These guarantees will be joint and several obligations of the
guarantors.  The obligations of each guarantor under its note
guarantee will be limited as necessary to prevent that note
guarantee from constituting a fraudulent conveyance under
applicable law.

In accordance with Rule 3-10 of Regulation S-X, the Company
retrospectively add:

  * Note 19 to Consolidated Financial Statements, Condensed
    Consolidating Financial Information, in Item 8 of the
    Company's annual report on Form 10-K for the year ended
    Dec. 31, 2012; and
  * Note 17 to Interim Consolidated Financial Statements,
    Condensed Consolidating Financial Information, in Item 1 of
    the Company's quarterly report on Form 10-Q for the quarterly
    period ended March 31, 2013.

These additional notes reflect the Company's domestic
subsidiaries, as guarantors under the note guarantees and the
Company's international subsidiaries as non-guarantors.  Item 8 of
the Company's Annual Report on Form 10-K for the year ended
Dec. 31, 2012, and Item 1 of the Company's quarterly report on
Form 10-Q for the quarterly period ended March 31, 2013, are being
restated in their entirety to reflect these adjustments, copies of
which are available for free at:

                        http://is.gd/Ye86gw
                        http://is.gd/K1bCGA

                       About American Apparel

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

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

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

The Company incurred a net loss of $37.27 million in 2012, as
compared with a net loss of $39.31 million in 2011.  The Company's
balance sheet at June 30, 2013, showed $335.32 million in total
assets, $392.67 million in total liabilities and a $57.35 million
total stockholders' deficit.

                           *     *     *

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


AMERICAN ROADS: Can Employ Curtis as Conflicts Counsel
------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized American Roads LLC, et al., to employ Curtis, Mallet-
Prevost, Colt & Mosle LLP as their 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.

                     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, represent the Debtors.  Greenhill
& Co., LLC, and Protiviti, Inc., serve as the Debtors' financial
advisor.

The U.S. Trustee was unable to appoint members to an unsecured
creditors' committee.

An Hoc Committee of Bondholders, consisting of certain holders of
Series G-1 Senior Secured Bonds and Series G-2 Senior Secured
Bonds issued by American Roads LLC, is represented by Bojan
Guzina, Esq., Andrew F. O'Neill, Esq., Allison Ross Stromberg,
Esq., Larry J. Nyhan, Esq., Nicholas K. Lagemann, Esq., and Brian
J. Lohan, Esq., at Sidley Austin LLP.


AMERICAN ROADS: Reorganization Survives Objections
--------------------------------------------------
Erik Larson, writing for Bloomberg News, reported that American
Roads LLC, operator of the Detroit Windsor Tunnel linking the U.S.
with Canada, moved closer to shedding $830 million in debt from
swaps and bonds after a judge denied a bondholder group's bid to
join the case.

According to the report, U.S. Bankruptcy Judge Burton R. Lifland
in Manhattan ruled on Aug. 29 that an ad-hoc group of investors
didn't have legal standing in the case and therefore couldn't
object to American Roads' proposed reorganization. Under the plan,
holders of $496 million in bonds will receive nothing and
ownership of the company will change hands.

Lifland approved the company's materials explaining the plan to
creditors -- a key step in advancing a Chapter 11 case through
court, and said he would decide later whether to approve the plan,
allowing American Roads to exit court protection, the report
related.

American Roads, based in Detroit, is owned by the private-equity
company Alinda Capital Partners LLC, which negotiated the July 25
bankruptcy petition because American Roads couldn't meet
obligations under the swaps and bonds, which were issued in 2006
as part of a financial restructuring, the report further related.

The plan calls for $334 million in swap liability to be exchanged
for sole ownership of American Roads by Bermuda-based Syncora
Guarantee Inc., which backed the swap debt, the report said.

                     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, represent the Debtors.  Greenhill
& Co., LLC, and Protiviti, Inc., serve as the Debtors' financial
advisor.

An Hoc Committee of Bondholders, consisting of certain holders of
Series G-1 Senior Secured Bonds and Series G-2 Senior Secured
Bonds issued by American Roads LLC, is represented by Bojan
Guzina, Esq., Andrew F. O'Neill, Esq., Allison Ross Stromberg,
Esq., Larry J. Nyhan, Esq., Nicholas K. Lagemann, Esq., and Brian
J. Lohan, Esq., at Sidley Austin LLP.


AMERICAN ROADS: Can Employ Protiviti as Financial Advisor
---------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized American Roads LLC, et al., 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.

                     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, represent the Debtors.  Greenhill
& Co., LLC, and Protiviti, Inc., serve as the Debtors' financial
advisor.

The U.S. Trustee was unable to appoint members to an unsecured
creditors' committee.

An Hoc Committee of Bondholders, consisting of certain holders of
Series G-1 Senior Secured Bonds and Series G-2 Senior Secured
Bonds issued by American Roads LLC, is represented by Bojan
Guzina, Esq., Andrew F. O'Neill, Esq., Allison Ross Stromberg,
Esq., Larry J. Nyhan, Esq., Nicholas K. Lagemann, Esq., and Brian
J. Lohan, Esq., at Sidley Austin LLP.


AMERICAN SEAFOODS: Poor Performance Cues Moody's to Cut CFR to B3
-----------------------------------------------------------------
Moody's Investors Service downgraded the Corporate Family Rating
for American Seafoods Group LLC (ASG) to B3 from B2, as well as
its Probability of Default Rating to B3-PD from B2-PD. As a
result, the company's senior subordinated notes due 2016 are
downgraded to Caa1 from B3. The ratings on the company's Term loan
A, Term Loan B, and revolving credit facility are affirmed at Ba3.
The rating outlook is maintained at stable.

The downgrade is primarily due to the company's persistently high
leverage and weak interest coverage concurrent with weaker than
expected operating results. Profitability will remain under
pressure unless market prices increase materially for the
company's primary products, including surimi, Pollock and Hake
block and roe, which Moody's believes is unlikely in the near
term.

According to Moody's Analyst Brian Silver, "We expect some
earnings improvement and debt repayment over the next twelve
months, but leverage will remain elevated."

The following ratings have been downgraded:

Corporate Family Rating to B3 from B2;

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

$275 million senior subordinated notes due May 2016 to Caa1
(LGD5, 72%) from B3 (LGD5, 72%).

The following ratings have been affirmed with point estimate
changes:

$100 million senior secured term loan A due March 2016 to Ba3
(LGD2, 22%) from Ba3 (LGD2, 24%);

$282 million senior secured term loan B due March 2018 to Ba3
(LGD2, 22%) from Ba3 (LGD2, 24%);

$85 million senior secured revolver maturing March 2016 to Ba3
(LGD2, 22%) from Ba3 (LGD2, 24%);

The outlook is maintained at stable.

Ratings Rationale:

The downgrade is largely the result of the company underperforming
relative to Moody's expectations, as leverage has remained high
and continues to increase moderately despite healthy fishing
conditions. The key drivers behind the increase in leverage have
been declining surimi and roe prices, which were down an average
of 12% and 17% during 1H13 relative to 1H12 along with weakness in
the Japanese Yen, concurrent with increasing debt balances. The
debt increase primarily stem from accretion of the company's
senior notes, which have increased nearly $29 million from 2Q12.

The Ba3 (LGD2, 22%) ratings on the $85 million revolver, $100
million term loan A, and $282 million term loan B benefit from
both upstream and downstream guarantees and are secured by a
perfected security interest in substantially all the assets of the
borrower (Group) and its subsidiaries, including its fishing
rights and license agreements. The Caa1 (LGD5, 72%) rating on the
$275 million senior subordinated notes due 2016 reflects their
junior position in the capital structure relative to the revolver
and term loans A and B as well as their senior position relative
to the unrated senior Holdco PIK toggle notes.

The stable outlook reflects Moody's expectation that ASG will grow
revenues and EBITDA moderately, which will drive free cash flow
generation that can be used for some debt repayment, though this
will likely be offset by accretion in the company's senior notes.
Moody's also expects ASG to continue to have healthy fishing
volumes stemming from the increased TAC in the US Bering Sea
(Pollock) and Pacific Fishery (Hake). The outlook further assumes
that pricing for the company's products will remain inherently
volatile.

The ratings of ASG could be upgraded if adjusted leverage
approaches 6.0 times and the company is able to maintain an
adequate liquidity profile. Alternatively, the ratings could be
downgraded if operating performance and/or liquidity deteriorates,
which could be driven by factors outside of management's control
including a poor fishing or pricing environment. If leverage
exceeds 8.0 times and/or if coverage as measured by (EBITDA-
Capex)/Interest is sustained below 1.0 times during the next
twelve months, or if the company fails to generate positive free
cash flow over a twelve month period, the ratings could be
downgraded.

The principal methodology used in this rating was the Global
Protein and Agriculture Industry published in May 2013. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.

ASG Consolidated LLC (Consolidated), together American Seafoods
Group LLC (Group) and its subsidiaries (ASG), is the largest
harvester of fish for human consumption in the US in terms of
volume (catch volumes in excess of 250,000 metric tons in 2011 and
2012). ASG harvests and processes a variety of fish species aboard
sophisticated catcher-processor vessels and at its land-based
processing facilities. In the US, ASG is believed to be the
largest harvester and at-sea processor of Pollock and Pacific
whiting (hake). The company's revenues for the twelve months ended
June 30, 2013 were approximately $522 million.


AMPAL-AMERICAN: Common Stock Delisted From NASDAQ
-------------------------------------------------
The NASDAQ Stock Market LLC filed a Form 25 with the U.S.
Securities and Exchange Commission notifying that Ampal-American
Israel Corp.'s common stock has been removed from listing and
registration on NASDAQ Stock Market.

                        About Ampal-American

Ampal-American Israel Corporation -- http://www.ampal.com/--
acquired interests primarily in businesses located in Israel or
that are Israel-related.  Ampal-American filed a Chapter 11
petition (Bankr. S.D.N.Y. Case No. 12-13689) on Aug. 29, 2012, to
restructure the Company's Series A, Series B and Series C
debentures.  Bankruptcy Judge Stuart M. Bernstein presides over
the case.  Ampal-American sought bankruptcy protection in the U.S.
because bankruptcy laws in Israel would lead to the Company's
liquidation.

Michelle McMahon, Esq., at Bryan Cave LLP, serves as the Debtor's
counsel.  Houlihan Lokey serves as investment banker.

The petition was signed by Irit Eluz, chief financial officer,
senior vice president.  The Company scheduled $290,664,095 in
total assets and $349,413,858 in total liabilities.

A three-member official committee of unsecured creditors is
represented by Brown Rudnick as counsel.


APPLIED DNA: Chief Financial Officer Resigns
--------------------------------------------
Kurt H. Jensen resigned as chief financial officer of Applied DNA
Sciences, Inc., on Aug. 20, 2013.

Karol Gray was appointed as CFO, effective Oct. 7, 2013.  Dr.
James H. Hayward, chairman, president and chief executive officer
of the Company, will serve as acting chief financial officer
during the interim period.  In connection with her appointment as
CFO, Ms. Gray resigned from the Board of Directors of the Company,
as a member of the Audit Committee of which she was Chair, and as
a member of the Compensation Committee.

Ms. Gray was Vice Chancellor for Finance and Administration at the
University of North Carolina, Chapel Hill since Dec. 1, 2011,
where she oversaw financial planning and budgeting, treasury and
risk management, facilities planning, construction and operations,
purchases and stores, public safety, environmental health and
safety and auxiliary enterprises.  The University's financial
budget for fiscal year 2012-2113 was approximately $3.4 billion.
Ms. Gray also served as the Executive Vice President/Treasurer of
the Chapel Hill Foundation Real Estate Holdings, Inc., Treasurer
of the University of North Carolina at Chapel Hill Investment
Fund, Inc., Treasurer of The University of North Carolina at
Chapel Hill Foundation, Inc. and Secretary/Treasurer of UNC
Management Company.

Ms. Gray is a Certified Public Accountant with a Bachelor in
Business Administration from Hofstra University.

Pursuant to an offer letter, Ms. Gray will be an at-will employee
and will be paid an annual starting salary of $336,000.  In
addition, after six months employment, she will be granted a five
year option pursuant to the Company's 2005 Incentive Stock Plan to
purchase up to 2,000,000 shares of the Company's Common Stock,
$.001 par value, at the fair market value on the date of grant,
vesting in four equal annual increments beginning on the first
anniversary of the date of grant.

In connection with his resignation, Mr. Jensen executed a
Separation Agreement with the Company which provides him with a
separation payment of his base salary through Dec. 31, 2013, and
one year to exercise his stock options.

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

                        http://is.gd/xmhQej

                         About Applied DNA

Stony Brook, N.Y.-based Applied DNA Sciences, Inc., is principally
devoted to developing DNA embedded biotechnology security
solutions in the United States.  The Company's shares of common
stock are quoted on the OTC Bulletin Board under the symbol
"APDN."

Applied DNA incurred a net loss of $7.15 million for the
year ended Sept. 30, 2012, compared with a net loss of $10.51
million for the year ended Sept. 30, 2011.

The Company's balance sheet at June 30, 2013, showed $3.84 million
in total assets, $1.53 million in total liabilities and $2.30
million in total stockholders' equity.


AQUEDUCT RACE TRACK: Facing Closure
-----------------------------------
Chris Bragg, writing for Crain's New York Business, reports that
The New York Racing Association is considering shutting down the
financially troubled Aqueduct Race Track in southeast Queens, an
action that would take down the money-making casino next door
unless state law were changed.

According to Crain's, establishments with video lottery terminals,
including Resorts World Casino at Aqueduct, cannot exist under the
law without being tethered to a race track, according to John
Sabini, the former chairman of the New York State Racing and
Wagering Board. Aqueduct is the lone state-owned racetrack in New
York, so crafting a bill to make the casino there an exception
would not be complicated.

The Albany-Times Union first reported Thursday that the racing
association was considering closing Aqueduct, according to
Crain's.


ARCAPITA BANK: Inks Agreed Order Re: Payment of KPMG Invoices
-------------------------------------------------------------
On Aug. 28, 2013, the U.S. Bankruptcy Court for the Southern
District of New York approved a stipulation and agreed order
entered into by and among the Arcapita Bank B.S.C.(c), et al., the
Official Committee of Unsecured Creditors, Arcapita Limited, Point
Park Properties S.R.O ("P3" and together with Arcapita Limited,
the "EuroLog Affiliates"), KPMG LLP (UK) and KPMG Audit Plc, which
resolves the Committee Objection to the payment of the invoices
rendered by KPMG for fees incurred in connection with the EuroLog
IPO.

In its objection, the Committee asserted, among other things, that
the Debtors are not liable for the KPMG Invoices, payment is
prohibited under section 503(c)(3) of the Bankruptcy Code, and the
Debtors lacked authority to advance funds to satisfy the KPMG
Invoices.

Pursuant to the Stipulated and Order, among others, the Debtors
are authorized and directed to pay Euro 1,685,646.40 to KPMG on
the Effective Date of the Plan, representing a twenty percent
reduction in fees from that amount requested in the Fee Motion.

A copy of the terms of the Stipulation and Order is available at
http://bankrupt.com/misc/arcapita.doc1465.pdf

Counsel for the Committee can be reached at:

         Dennis F. Dunne, Esq.
         Evan R. Fleck, Esq.
         MILBANK, TWEED, HADLEY & McCLOY LLP
         1 Chase Manhattan Plaza
         New York, NY 10005
         Tel: (212) 530-5000

              - and -

         Andrew M. Leblanc, Esq.
         MILBANK, TWEED, HADLEY & McCLOY LLP
         1850 K Street, NW, Suite 100
         Washington, DC 20006
         Tel: (202) 835-7500

Counsel for the Debtors can be reached at:

         Michael A. Rosenthal, Esq.
         Craig H. Millet, Esq.
         GIBSON, DUNN & CRUTCHER LLP
         200 Park Avenue
         New York, NY 10166
         Tel: (212) 351-4000

                        About Arcapita Bank

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

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

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

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

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

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

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

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

As reported in the TCR on Jun 19, 2013, the Bankruptcy Court for
the Southern District of New York entered its Findings of Fact,
Conclusions of Law, and Order confirming the Second Amended Joint
Chapter 11 Plan of Reorganization of Arcapita Bank B.S.C.(c) and
Related Debtors with respect to teach Debtor other than Falcon Gas
Storage Company, Inc.

A copy of the Confirmed Second Amended Joint Plan (With First
Technical Modifications) is available at:

          http://bankrupt.com/misc/arcapita.doc1265.pdf


ARMORWORKS ENTERPRISES: US Must Defend Delaying $29MM Payments
--------------------------------------------------------------
Law360 reported that the U.S. Department of Defense needs to
explain why it halted more than $2.9 million in contract payments
to ArmorWorks Enterprises LLC if the agency doesn't want to be
held in contempt for violating a bankruptcy-inspired automatic
stay, an Arizona judge ordered on Aug. 27.

The report related that the government will have to defend
delaying payments on a body armor contract with bankrupt
ArmorWorks and explain why it shouldn't be held in contempt for
such violations of an automatic stay, according to the order.

                   About ArmorWorks Enterprises

Military armor systems provider ArmorWorks Enterprises, LLC, and
affiliate TechFiber LLC sought Chapter 11 protection (Bankr. D.
Ariz. Case Nos. 13-10332 and 13-10333) in Phoenix on June 17,
2013, along with a plan that resolves a dispute with a minority
shareholder and $3.5 million of financing that would save the
company from running out of cash.

ArmorWorks develops advanced survivability technology and designs
and manufactures armor and protective products.  ArmorWorks has
produced over 1.25 million ceramic armor and composite armor
protection components for a variety of personnel armor, aircraft,
and vehicle applications.

The Debtors have tapped Todd A. Burgess, Esq., at Gallagher &
Kennedy, as counsel; and MCA Financial Group, Ltd., as financial
advisor.  ArmorWorks estimated $10 million to $50 million in
assets and liabilities.

As of May 26, 2012, ArmorWorks had total assets of $30.9 million
and total liabilities of $12.04 million.

The Plan would resolve the ongoing dispute with C Squared by
allowing ArmorWorks to redeem C Squared's 40% minority interest,
or alternatively, allow C Squared to purchase the 60% majority
interest of AWI.

ArmorWorks and TechFiber sought and obtained an order (i)
transferring the In re TechFiber, LLC chapter 11 case to the
Honorable Brenda Moody Whinery, the judge assigned to the
ArmorWorks Chapter 11 case, and (ii) authorizing the joint
administration of the Debtors' cases.


ARROW ALUMINUM: Files First Amended Plan Outline
------------------------------------------------
Arrow Aluminum Industries, Inc., filed with the U.S. Bankruptcy
Court for the Western District of Tennessee a First Amended Joint
Disclosure Statement explaining the Plan of Reorganization.

As reported in the Troubled Company Reporter on July 24, 2013,
Samuel K. Crocker, the U.S. Trustee, objected to the Disclosure
Statement, complaining that the papers do not contain "adequate
information," such as the Debtors' historic financial operating
information, statement of operations for the entire postpetition
period of operations, tables of projected income and expenses
sufficient to allow creditors to determine the reasonableness of
the Plan, the dollar amount of all contracts outstanding at the
time the Disclosure Statement was filed, a liquidation analysis,
and, as it pertains to Ricka Blackwell and Edna Elaine Blackwell,
information as to whether once their reverse mortgages are
obtained if they will dismiss their Chapter 11 cases.

According to the Amended Disclosure Statement, the Plan provides
for its primary creditor, First Citizens National Bank, receiving
a secured claim for the equipment and the insider principals
obtaining reverse mortgages on their homes and properties to pay
Citizens Bank.  Debtors Ricka Blackwell and Edna Elaine Blackwell
join this Disclosure Statement but the cases are not substantively
consolidated.  The Individual Debtors intend to seek dismissal of
their cases in order to effectuate the reverse mortgage.  They
have no other assets for distribution to creditors.

The monthly payments due on account of the allowed claims will be
made from the net operational profits (positive cash flow) of the
operations, after allowance for operational expenses (vendor
costs, taxes) and reserves (to cover extraordinary repairs).  The
Reorganized Debtor will remain in the current premises for
180 days after the Effective Date.

A copy of the Amended Disclosure Statement is available for free
at http://bankrupt.com/misc/ARROW_ALUMINUM_1ds.pdf

Counsel to the Debtor can be reached at:

         Steven N. Douglass, Esq.
         Chandra Madison, Esq.
         HARRIS SHELTON HANOVER WALSH, PLLC
         40 South Main Street, Suite 2700
         Memphis, TN 38103
         Tel: (901) 525-1455
         Fax: (901) 526-4084

                       About Arrow Aluminum

Arrow Aluminum Industries, Inc., filed a Chapter 11 petition
(Bankr. W.D. Tenn. Case No. 13-21470) in Memphis on Feb. 11, 2013.
The petition was signed by William Ted Blackwell as president.
The Debtor has scheduled assets of $126,246,137 and scheduled
liabilities of $3,130,103.  The Debtor is represented by
Steven N. Douglass, Esq., at Harris Shelton Hanover Walsh, PLLC.

Arrow Aluminum previously sought Chapter 11 protection (Case No.
12-1348) in December but the case was promptly dismissed.  In
that case, the U.S. Trustee sought dismissal or conversion to
Chapter 7, while Citizens National Bank sought appointment of a
Chapter 11 trustee to take over management of the Debtor's
properties.

The Debtor's Plan provides for Arrow's primary creditor, First
Citizens National Bank, to receive a secured claim for the
equipment and the insider principals obtaining reverse mortgages
on their homes and properties to pay Citizens Bank.

Sam Crocker, U.S. Trustee for Region 8, is unable to appoint a
committee of unsecured creditors at this time.


AUTOPARTS HOLDINGS: S&P Lowers Corp. Credit Rating to 'B-'
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Autoparts Holdings Ltd. to 'B-' from 'B'. The outlook
remains stable.

At the same time, S&P lowered the issue-level ratings on
Autoparts' first-lien facility (the revolver and term loan) to
'B-' from 'B'.  The recovery rating remains '3', which indicates
meaningful (50%-70%) recovery of principal in the event of a
default.  S&P also lowered the issue-level rating on Autoparts'
second-lien term loan to 'CCC' from 'CCC+'.  The recovery rating
remains '6', which indicates negligible (0%-10%) recovery of
principal in the event of a default.

"The downgrade reflects credit measures and free cash flow that
are weaker than our expectations for the 'B' rating," said credit
analyst Robyn Shapiro.  The company continues to face soft end-
market demand in the U.S. aftermarket.  Although miles driven are
up slightly year over year, they remain less than the 2007 peak.
Gas prices are higher than first-quarter and year-end 2012 levels,
which implies that miles driven are unlikely to rebound in the
near term.  The company also faced higher raw material costs and
adverse mix shifts, which were partially offset by reduced costs
from the company's cost-saving initiatives.

The rating on Autoparts reflects Standard & Poor's view of the
automotive aftermarket company's business risk profile as "weak"
and its financial risk profile as "highly leveraged."  Autoparts
is privately owned by an affiliate of New Zealand private investor
Graeme Hart's Rank Group Ltd.  An affiliate of Rank Group also
owns aftermarket parts company UCI Holdings Ltd. (UCI).  Autoparts
and UCI have a common senior management team.  Autoparts and UCI
also have significant operational consolidation opportunities, and
S&P believes the two companies may eventually be legally
consolidated given that they each have filtration businesses and
the same ultimate owner, although existing financial agreements
prevent full consolidation for now.  If Autoparts and UCI remain
separate legal entities, S&P believes it could impair their
ability to gain all potential efficiencies across similar
businesses.

S&P's view of Autoparts' "weak" business risk profile reflects its
expectation that the company will be able to maintain double-digit
EBITDA margins in 2013.  Most of its products have solid market
positions, including its Fram filters, Autolite ignition products,
and Prestone antifreeze, and continuing brand loyalty in the do-
it-yourself market supports some pricing power.

Autoparts' business risk profile also reflects its high customer
concentration (typical of the industry).  S&P views Autoparts'
revenue diversity as limited because of its relatively narrow
product offerings, its focus on the aftermarket, and the high
proportion of sales in North America.  Competition from parts
suppliers in low-cost countries can result in lower pricing power
for U.S. aftermarket participants.

Autoparts' earnings are subject to volatility in commodity costs.
Raw materials such as ethylene glycol experienced price increases
in 2012 and the first half of 2013, which resulted in a slight
decrease in profitability.  However, Autoparts has the ability to
recoup some raw material cost increases from customers, albeit
with a time lag.

Autoparts derives the majority of revenues from the light-vehicle
aftermarket (to which it sells replacement parts for older
vehicles).  The North American light-vehicle aftermarket is highly
competitive.  Demand reflects the size of the car parc (the total
number of registered vehicles at any time), which continues to
expand; the age of the vehicles in the car parc, which has risen
in recent years because of the higher quality of new vehicles; and
the number of miles driven, which often depends on gas prices.
Miles driven is still less than the 2007 peak, and overall
aftermarket demand for products such as filters has declined in
recent quarters.

S&P views Autoparts' financial risk profile as "highly leveraged."
S&P views Autoparts' free cash flow generation as low relative to
its debt load.  Total debt to EBITDA was 7.4x (adjusted for trade
receivables sold and operating leases) as of June 30, 2013.
Autoparts customers are negotiating extended payment terms,
resulting in increasing trade account receivables, as has been
the trend over the last 12-18 months for a number of aftermarket
suppliers.  In order to finance this increase in receivables,
Autoparts sells a portion of these receivables pursuant to
factoring arrangements, which S&P includes in its adjusted debt
balance.  The company expects factored receivables to increase in
the near term, which will likely result in higher adjusted
leverage in 2013.

S&P's rating outlook on Autoparts is stable.  S&P believes that
the company's cost-saving initiatives should offset weak end-
market conditions.

S&P could lower the ratings further if a weak economy leads to
persistently lower consumer demand or customer resistance to
commodity cost recovery such that the company continues to
generate negative cash flow in 2014.  S&P could also lower the
ratings if covenant headroom decreases further, and S&P believes
there is an increased likelihood of the company violating the
covenant.

S&P considers an upgrade less likely during the next year based on
the company's elevated leverage.  For an upgrade, S&P would look
for sustained improvement in the business -- likely the result of
an increase in miles driven -- strengthening the company's credit
metrics to about 5x or better total debt to EBITDA and increasing
funds from operations to total debt to about 10% or better.


BRANDYWINE REALTY: Fitch Affirms 'BB+' Issuer Default Rating
------------------------------------------------------------
Fitch Ratings has revised the Rating Outlook to Positive for
Brandywine Realty Trust and its operating partnership Brandywine
Operating Partnership, L.P. The ratings were affirmed as follows:

Brandywine Realty Trust

-- Issuer Default Rating (IDR) at 'BB+';
-- Preferred stock at 'BB-'.

Brandywine Operating Partnership, L.P.

-- IDR at 'BB+';
-- Senior unsecured lines of credit at 'BB+';
-- Senior unsecured term loans at 'BB+';
-- Senior unsecured notes at 'BB+'.

Key Rating Drivers

The ratings reflect Brandywine's improved portfolio of central
business district (CBD) and suburban office assets located
principally in the Mid-Atlantic United States, improved operating
fundamentals, demonstrated actual and expected reduced
leverage/increasing fixed-charge coverage, and financial
flexibility highlighted by robust liquidity and strong access to
capital.

The Outlook revision to Positive reflects Fitch's view that
Brandywine's credit metrics will continue to see incremental
improvement over the next 12-24 months and approach levels that
are consistent with an investment-grade rating.

Mid-Atlantic Portfolio Focus

Brandywine's office portfolio is focused in the Mid-Atlantic U.S.
with Pennsylvania and greater Washington, D.C. generating 53% and
20% of second quarter 2013 (2Q'13) net operating income (NOI),
respectively. The Pennsylvania portfolio is well-diversified
across various submarkets, with the Philadelphia CBD representing
the largest submarket at 25% of total portfolio NOI. Fitch expects
the company to continue growing its footprint in the CBD and metro
regions over the medium term while reducing exposure to slower
growth suburban properties in New Jersey, Delaware and Blue Bell,
Pennsylvania.

Strong Tenant Diversification

The General Services Administration (GSA) is BDN's largest tenant
and contributes 7.6% of annual base rent (ABR). Excluding the GSA,
the top 10 tenants represent only 18% of total base rent, with no
tenant representing greater than 3% of ABR. The tenant base is
also of strong credit quality with nine of the 20 largest tenants
rated investment grade by Fitch.

Solid Portfolio Fundamentals

Operating fundamentals have remained strong with cash same-store
NOI growth of 5.5% during the first six months of 2013. Fitch
forecasts sustained strong growth in the latter portion of the
year, driven by favorable leasing results and improving occupancy
that will approach 90%. Year-to-date GAAP and cash leasing spreads
improved 10.2% and 2.7%, respectively. Additionally, leasing capex
has continued to moderate to less than $2.30/sf per lease year for
each of the last four quarters versus roughly $2.60/sf on average
in 2010-2012. Reasonable expiring rent levels over the next
several years should support sustained positive leasing spreads
over the next 12-24 months.

Limited Lease Rollover

Brandywine has a well-laddered lease maturity schedule with
limited near-term rollover. Less than 22% of base rent expires
through 2015, driven by proactive leasing executed well in advance
of expirations.

Improving Credit Metrics

Leverage decreased to 6.8x at June 30, 2013 from 7.6x and 7.2x at
Dec. 31, 2012 and Dec. 31, 2011, respectively. The decline was
driven primarily by increased cash balances from the April 2013
equity offering. Fitch expects that leverage will continue to
decline to approximately 6.5x over the next 12-24 months, driven
primarily by sustained same-store NOI growth across the portfolio.

Fixed-charge coverage for the trailing 12 months (TTM) ended June
30, 2013 was 1.8x, compared to 1.7x for TTM Dec. 31, 2012 and 1.5x
for TTM Dec. 31, 2011. Fitch expects that fixed-charge coverage
will exceed 2.0x over the next 12-24 months as growth in recurring
operating EBITDA complements reduced interest expense from de-
levering and moderating recurring capex from an improved leasing
environment.

Strong Liquidity

Brandywine has strong near-term liquidity highlighted by $216
million of unrestricted cash, full availability under the $600
million unsecured line of credit, and no sizable debt maturities
until late 2014. Sources of liquidity cover uses of liquidity by
2.8x from July 1, 2013 - Dec. 31, 2014. Coverage declines
materially to 1.2x through 2015 given $480 million of pro-rata
debt maturities in 2015. However, Fitch expects the company to
continue to access capital via the unsecured bond markets to term
out these maturities. The company's December 2012 offering of $250
million 3.95% senior unsecured notes illustrates strong access to
capital.

Modest Affo Payout Ratio

Improving operating fundamentals have led to moderating recurring
capex across Brandywine's portfolio, which has complemented an
already prudent funds from operations (FFO) payout ratio. Fitch
believes that there is potential for a dividend increase over the
next 12-24 months but expects that the adjusted FFO (AFFO) payout
ratio will remain in a reasonable range given management's longer-
term de-levering targets.

Adequate Unencumbered Asset Coverage

Brandywine's unencumbered asset coverage of unsecured debt (based
on 2Q'13 unencumbered NOI capitalized at a stressed 9% cap rate)
was 1.6x based on gross unsecured debt. When considering current
cash balances, coverage improves to 1.8x. These metrics are
adequate for the rating.

Rating Sensitivities

The following factors may have a positive impact on Brandywine's
ratings and/or Outlook:

-- Fitch's expectation of leverage sustaining below 6.8x (leverage
   at June 30, 2013 was 6.8x);

-- Fitch's expectation of fixed-charge coverage sustaining above
   2.0x (coverage for the TTM ended June 30, 2013 was 1.8x);

-- Unencumbered asset coverage of unsecured debt (based on a
   stressed 9% cap rate) maintaining above 2.0x.

The following factors may have a negative impact on the company's
ratings and/or Outlook:

-- Fitch's expectation of leverage sustaining above 8.0x;

-- Fitch's expectation of fixed-charge coverage sustaining below
   1.5x.


CENGAGE LEARNING: Creditors Seek to Invalidate Copyright Liens
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the creditors' committee for Cengage Learning Inc.,
the second-largest college textbook publisher in the U.S., wants
authority to start a lawsuit aimed at voiding secured lenders'
liens on 15,500 copyrights.

According to the report, the creditors' committee said it found
defects in the collateral package backing up almost $4 billion in
debt owing to first-lien lenders.  The committee found that
security interests weren't put in place against thousands of
copyrights until 90 days before bankruptcy.

The report relates that there will be a Sept. 11 hearing in U.S.
Bankruptcy Court in Brooklyn, New York, for permission to sue.
The committee contends that Cengage won't attempt to void the
liens on copyrights.

The committee said that the "financial impact" of voiding the
liens "remains unknown."

The committee believes that liens on some 1,500 copyrights are
invalid as to bank lenders and first- and second-lien noteholders.
Liens on another 14,000 copyrights are only invalid as to first-
lien noteholders, according to the committee's analysis.

                      About Cengage Learning

Stamford, Connecticut-based Cengage Learning --
http://www.cengage.com/-- provides innovative teaching, learning
and research solutions for the academic, professional and library
markets worldwide.  Cengage Learning's brands include
Brooks/Cole, Course Technology, Delmar, Gale, Heinle, South
Western and Wadsworth, among others.  Apax Partners LLP bought
Cengage in 2007 from Thomson Reuters Corp. in a $7.75 billion
transaction.  The acquisition was funded in part with $5.6 billion
in new debt financing.

Cengage Learning Inc. filed a petition for Chapter 11
reorganization (Bankr. E.D.N.Y. Case No. 13-bk-44106) on July 2,
2013, in Brooklyn, New York, after signing an agreement where
holders of $2 billion in first-lien debt agree to support a
reorganization plan.  The plan will eliminate more than $4 billion
of $5.8 billion in debt.

First-lien lenders who signed the so-called plan-support agreement
include funds affiliated with BlackRock Inc., Franklin Mutual
Adviser LLC, KKR & Co. and Oaktree Capital Management LP.  Second-
lien creditors and holders of unsecured notes aren't part of the
agreement.

The Debtors have tapped Kirkland & Ellis LLP as counsel, Lazard
Freres & CO. LLC as financial advisor, Alvarez & Marsal North
America, LLC, as restructuring advisor, and Donlin, Recano &
Company, Inc., as claims and notice agent.

A nine-member official committee of unsecured creditors has been
appointed in the Debtors' Chapter 11 cases.  Arent Fox LLP is the
proposed counsel for the Committee.  FTI Consulting, Inc., serves
as financial advisor to the Committee.  Moelis & Company LLC
serves as investment banker to the Committee.


CERTENEJAS INCORPORADO: Confirmation Hearing Continued to Oct. 10
-----------------------------------------------------------------
The hearing to consider the confirmation of the Plan of
Reorganization of Certenejas Incorporado has been continued to
Oct. 8, 2013, at 10:00 a.m.

As reported in the TCR on June 5, 2013, pursuant to the Plan,
Banco Popular de Puerto Rico, holder of a $40.4 million claim
secured by substantially all assets of the Debtor, will recover
100 percent.  On the effective date, the Debtor will surrender, as
payment in kind to BPPR or will consent to the foreclosure of the
Motel Molino Azul (valued at $6.95 million), Motel Molino Rojo
($5.60 million), Motel Las Palmas ($8.50 million), Motel El Rio
($6.67 million), and Motel El Eden ($3.25 million), and a parcel
of land in Rio Grand, Puerto Rico ($1.45 million).  The Debtor
will retain the real property known as Motel Flor Del Valle
(valued at $4.5 million).  The balance of BPPR's secured claim for
$4.5 million will be paid through monthly payments with a balloon
payment of $4.32 million on Dec. 31, 2014.

Holders of general unsecured claims aggregating $4.65 million will
recover 1 percent.

                   About Certenejas Incorporado

Certenejas Incorporado -- aka Hotel Flor Del Valle, Motel El
Eden, Motel Molino Azul, Motel Molino Rojo, Motel Las Palmas, and
Motel El Rio -- owns motels or short-term guest houses in Puerto
Rico.  It filed a Chapter 11 petition (Bankr. D.P.R. Case No.
12-02806) in Old San Juan, Puerto Rico, on April 11, 2012.  The
Debtor disclosed US$27.68 million in assets and US$45.29 million
in debts as of the Chapter 11 filing.  Charles Alfred Cuprill,
Esq., serves as the Debtor's counsel.  The petition was signed by
Luis J. Meaux Vazquez, president.

Certenejas Incorporado and three of its affiliates previously
sought Chapter 11 bankruptcy protection (Bankr. D.P.R. Case Nos.
09-08470 to 09-08473) on Oct. 2, 2009.  The affiliates are
Rojoazul Hotel, Inc., Jonathan Corporation, and Silvernugget
Development Corporation.  According to the schedules filed in the
2009 case, Certenejas Incorporado had total assets of
US$13,800,000, and total debts of US$41,596,637.  The petition was
signed by Luis J. Meaux Vazquez, the Company's president.


CHINA BAK: Incurs $10.3-Mil. Net Loss in June 30 Quarter
--------------------------------------------------------
China BAK Battery, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $10.3 million on $45.6 million of net
revenues for the three months ended June 30, 2013, compared with a
net loss of $27.6 million on $46.8 million of net revenues for the
three months ended June 30, 2012.

The Company reported a net loss of $58.1 million on $153.4 million
of net revenues for the nine months ended June 30, 2013, compared
with a net loss of $45.0 million on $151.4 million of net revenues
for the nine months ended June 30, 2012.

"Gross loss for the three months ended June 30, 2013 was
$1.4 million, or 3.0% of net revenues, as compared to $5.1
million, or 10.8% of net revenues, for the same period in 2012.
Such decrease was largely due to the fact that we continued to
reduce our supply of low or negative gross margin products
including prismatic cells and instead focused on high-end
products.  In addition, we are expanding sales of lithium polymer
cells and high power lithium batteries which generate higher gross
profit.  However, we are still selling a significant amount of low
priced and reconditioned products with low or even negative gross
margin as a result of the impairment of inventory due to severe
market competition."

The Company's balance sheet at June 30, 2013, showed
$438.1 million in total assets, $421.9 million in total
liabilities, and shareholders' equity of $16.2 million.

A copy of the Form 10-Q for the three months ended June 30, 2013,
is available at http://is.gd/hlPnpX

The Company also amended its quarterly report on Form 10-Q for the
three months ended March 31, 2013, to:

  * correct an improper offset of trade accounts receivable and
    customers deposits relating to a customer as of Dec. 31, 2012,
    2012, which was deemed to be delinquent during the quarter
    then ended.  Accordingly all outstanding amounts owed to the
    Company by this customer should have been fully impaired as of
    March 31, 2013.  The Condensed Interim Consolidated Statements
    of Operations and Comprehensive Loss have been restated to
    properly reflect the impairment of trade accounts receivable
    owed by this customer as of March 31, 2013; and the Condensed
    Interim Consolidated Balances Sheets have been restated to
    present the correct amount of trade accounts receivable and
    customer deposits as of March 31, 2013.

  * revise the disclosure under Part I Item 4 regarding Controls
    and Procedures.

This Amendment No. 2 also addresses certain SEC comments provided
to the Company and amends the following accordingly:

  * Part I, Item 1, Condensed Interim Consolidated Statements of
    Operations and Comprehensive Loss, which have been restated to
    properly present government grants as part of the Company's
    operating income/(loss).

  * Part I, Item 1, Note 1, Principal Activities, Basis of
    Presentation and Organization, to indicate that the Company
    does not have claims from other investors except for those
    originally disclosed.

  * Part I, Item 1, Note 4, Inventories, to present the correct
    amount of inventories write-down for the three-months ended
    March 31, 2013.

  * Part I, Item 1, Note 16, Commitments and Contingencies (iii)
    Guarantees, which now provides more information about the
    guarantees that the Company provided to certain suppliers.

In addition, as required by Rule 12b-15 under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), this
Amendment contains new certifications pursuant to Rules 13a-14 and
15d-14 under the Exchange Act and Section 302 of the Sarbanes-
Oxley Act of 2002.

A copy of the Form 10-Q/A for the three months ended March 31,
2013, is available at http://is.gd/T0xGg7

The Company also amended its quarterly report on Form 10-Q for the
three months ended Dec. 31, 2012, to:

  * correct an improper offset of trade accounts receivable and
    customers deposits relating to a customer as of Dec. 31, 2012,
    2012, which was deemed to be delinquent during the quarter
    then ended.  Accordingly all outstanding amounts owed to the
    Company by this customer should have been fully impaired as of
    Dec. 31, 2012.  The Condensed Interim Consolidated Statements
    Of Operations and Comprehensive Loss, Condensed Interim
    Consolidated Statements of Shareholders' Equity and Condensed
    Interim Consolidated Statements of Cash Flows have been
    restated to properly reflect the impairment of trade accounts
    receivable owed by this customer as of Dec. 31, 2012; and the
    Condensed Interim Consolidated Balances Sheets have been
    restated to present the correct amount of trade accounts
    receivable and customer deposits as of Dec. 31, 2012.

  * Present the correct maturity profile of the Company's long-
    term bank loans as of Dec. 31, 2012, in Part I. Item 1,
    Note 8. Long-term Bank Loans and to properly reflect the
    reclassification in the Condensed Interim Consolidated Balance
    Sheets.

  * revise the disclosure under Part I Item 4 regarding Controls
    and Procedures.

This Amendment No. 1 also addresses certain SEC comments provided
to the Company and accordingly amends the following:

  * Part I, Item 1, Condensed Interim Consolidated Statements of
    Cash Flows, which have been restated to properly reflect the
    reclassification of certain items within cash flows from
    operating activities.

  * Part I, Item 1, Condensed Interim Consolidated Statements of
    Operations and Comprehensive Loss, which have been restated to
    properly present government grants as part of the Company's
    operating income/(loss).

  * Part I, Item 1, Note 1, Principal Activities, Basis of
    Presentation and Organization, to indicate that the Company
    does not have claims from other investors except for those
    originally disclosed.

  * Part I, Item 1, Note 4, Inventories, to present the impairment
    of inventories as a write down of each of the inventory
    components.

  * Part I, Item 1, Note 6, Property, Plant and Equipment, Net, to
    (i) present the impairment as a write down of each of the
    property, plant and equipment components; and (ii) provide a
    description of the impairment analysis of the Company's
    property, plant and equipment.

  * Part I, Item 1, Note 6, Property, Plant and Equipment, Net, to
    move the description of assets pledged for the Company's
    banking facilities to Note 7 Short-term Bank loans and to
    present the correct carrying amounts and description of the
    assets pledged for the Company's banking facilities in Note 7,
    Note 8 Long-term Bank Loans and Note 9 Other Long-term Loans.

  * Part I, Item 1, Note 16, Commitments and Contingencies
    (iii) Guarantees, which now provides more information about
    the guarantees that the Company provided to certain suppliers.

In addition, as required by Rule 12b-15 under the Securities
Exchange Act of 1934, as amended ("the "Exchange Act"), this
Amendment contains new certifications pursuant to Rules 13a-14 and
15d-14 under the Exchange Act and Section 302 of the Sarbanes-
Oxley Act of 2002.

A copy of the Form 10-Q/A for the three months ended Dec. 31,
2012, is available at http://is.gd/rvDTHL

                          About China BAK

Shenzhen, P.R.C.-based China BAK Battery, Inc., is a leading
global manufacturer of lithium-based battery cells.  The Company
produces battery cells for original equipment manufacturers, or
OEM and replacement battery manufacturers that are the principal
component of rechargeable batteries commonly used to power:
cellular phones and smartphones; notebook computers, tablet
computers and e-book readers; portable consumer electronics, such
as digital cameras, portable media players, portable gaming
devices, personal digital assistants, or PDAs, camcorders, digital
cameras and Bluetooth headsets; and electric bicycles and other
light electric vehicles, hybrid electric vehicles and other
electric vehicles; cordless power tools; and uninterruptible power
supplies, or UPS.


COLEMAN CABLE: Market Growth Prompts Moody's to Lift CFR to 'B1'
----------------------------------------------------------------
Moody's Investors Service upgraded Coleman Cable, Inc.'s corporate
family rating to B1 from B2 and the probability of default rating
to B1-PD from B2-PD. Moody's also upgraded the rating on the $275
million senior unsecured notes due 2018 to B2 from B3. In
addition, Moody's affirmed the company's SGL-2 speculative grade
liquidity rating. The ratings outlook is stable.

"The upgrade reflects Coleman's strong organic volume growth
across the bulk of its end-markets which has led to sustained
improvement in the company's credit metrics and cash flow
generation trends", commented Harman Saggu, Analyst at Moody's.
"We expect the company's plant consolidation/expansion initiatives
to further improve profitability and credit metrics over the next
12 to 18 months", Saggu added.

Ratings upgraded:

  Corporate Family Rating to B1 from B2

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

  $275 million 9% senior unsecured notes due 2018 to B2 (LGD5,
  72%) from B3 (LGD5, 70%)

Ratings affirmed:

  Speculative grade liquidity rating at SGL-2

Ratings Rationale:

Increased demand for Coleman's products, particularly within the
industrial sector, has been the leading driver of the company's
improved operating performance. In addition, Coleman's increasing,
albeit still limited segment and product diversification (relative
to larger competitors), will potentially allow the company to
better manage through future cyclical downturns. The company has
been expanding its product offering to include highly engineered
and value-added industrial products across a number of end
markets, mainly through business acquisitions. These higher margin
products, in combination with Coleman's increased pricing
discipline and profit optimization strategies, are expected to
have a favorable impact on the company's operating results going
forward.

Furthermore, Coleman's consolidation of its manufacturing plants
(while maintaining operational capacity) will provide additional
operating leverage and logistics efficiencies to the company.

The affirmation of the SGL-2 speculative grade liquidity rating
reflects Moody's expectation that Coleman will maintain a good
liquidity profile near-term given its modest cash balance,
expectations for positive free cash flow over the next 12 months,
available capacity under its $250 million asset-backed revolving
credit facility due 2016, and good flexibility under financial
covenants.

The stable outlook incorporates expectations for sustained organic
growth in volumes, positive free cash flow, improved operating
margins and good liquidity while maintaining a conservative
financial policy.

Moody's could upgrade Coleman's ratings with growth in organic
volume trends that leads to leverage (on a debt to EBITDA basis)
sustained below 3.0 times and EBITA coverage of interest expense
of greater than 3.0 times.

Moody's could lower Coleman's ratings if negative volume trends,
volatility in copper prices, and/or pressure on other input costs
have a negative impact on profitability such that leverage
approaches 4.5 times and EBITA to interest falls below 2.0 times
on a sustained basis and/or there is a material weakening in its
liquidity profile.

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

Headquartered in Waukegan, Illinois, Coleman Cable, Inc. is a
leading designer, developer, manufacturer and supplier of
electrical wire and cable products for construction, consumer,
commercial and industrial applications, with operations primarily
in the United States. The company reported sales of approximately
$920 million for the twelve month period ended June 30, 2013.


COLOMBIA CREST: Concludes Earn-In Agreement for Venecia Project
---------------------------------------------------------------
Colombia Crest Gold Corp. disclosed that effective August 29,
2013, the Company has concluded its option to purchase agreement
for the 1,985 hectare Venecia Project with Colombian Mines
Corporation for reasons of cash flow and maximizing exploration
properties held by Colombia Crest.

As announced on August 1, 2013, as a result of a US$25,000 partial
cash payment originally due March 30, 2013 that had been extended,
as previously announced, and was due in July, Colombia Crest was
given a notice of default of the Venecia Agreement and was
provided 30 days, to rectify the default.  The Company was not
able to meet this obligation and has decided instead to prioritize
its funding and exploration efforts on the Fredonia Project and
the evaluation of the Machacala Project, Peru.

"As announced on August 1st, we did everything in our power to
raise the funds needed to meet this obligation in order to
continue with work on Venecia," commented President and CEO Hans
Rasmussen.  "In 2012, we did an aggressive 6,500-metre drill
program and despite a new porphyry gold-copper discovery at the
Arabia Target area, the market didn't reward us -- given the
market's support for near-term production and high-grade gold
resources, we have decided to focus our limited resources on the
evaluation of Machacala, and consider ways to explore or monetize
our various concessions that are still held under the Fredonia
Agreement in Colombia."

                 About Colombia Crest Gold Corp.

Colombia Crest Gold Corp. is focused on systematically exploring,
developing and monetizing promising new gold projects in the
Americas.  The Company is currently evaluating the Machacala
Project, Peru and is reviewing its Fredonia Project, Colombia,
which comprises over 13,000 hectares under option located
approximately 40 km south of the city of Medellin, in Antioquia
Province.  The Colombia properties are positioned within the
Middle Cauca Belt, the most prolific gold belt in Colombia with
more than 500 years of gold mining history and several new gold
discoveries.


COLOREP INC: Stubbs Alderton Approved as Corporate Counsel
----------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
authorized Colorep, Inc., et al., to employ Stubbs, Alderton &
Markiles LLP as special corporate counsel.

As reported in the Troubled Company Reporter on Aug. 20, 2013,
Stubbs has worked with the Debtors on transactional and corporate
governance matters since June 2013.  Past services have included
advice with respect to the Debtors' organizational documents as
they relate to the Debtors' pending bankruptcy proceedings; and on
various state and federal WARN Act matters in connection with
termination of employees.

The Debtors wish to employ Jonathan Hodes, Joe Stubbs, Jason Lee,
and other members, associates and of-counsel attorneys of Stubbs
as the Debtors' special counsel in connection with the cases,
effective as of the Petition Date.

The Debtors require special corporate counsel to:

   a. provide general corporate advice to the Debtors and
      their boards of directors, including any special committees
      formed, related to governance and operations.

   b. attend any board of director or special committee
      meetings, as requested by the Debtors.

   c. analyze and draft agreements required in connection
      with the sale of the Debtors' assets, including making
      sure that any subject transactions conform with applicable
      nonbankruptcy law.

   d. prepare contracts or agreements related to the governance
      or operations of the Debtors.

Stubbs will not be responsible for matters of bankruptcy law,
including general representation of the Debtors in the cases, as
the Debtors have already retained reorganization counsel for such
purposes, specifically the firm of Stutman, Treister & Glatt
Professional Corporation.

On July 15, 2013, Stubbs received a $10,000 postpetition retainer
to secure the payment of a portion of Stubbs' fees and expenses.
The Chapter 11 Retainer was funded from the distribution made by
Meserole, LLC under the postpetition financing approved on an
interim basis by the Court on July 18, 2013.

Jonathan R. Hodes, Esq., principal at Stubbs, assures the Court
that Stubbs neither holds nor represents any interest materially
adverse to the interests of the Debtors' estates.

                        About Colorep Inc.

Colorep Inc., an industrial printer from Harrisonburg, Virginia,
filed for Chapter 11 protection (Bankr. C.D. Cal. Case No.
13-27689) on July 10 in Los Angeles, owing $17 million to secured
lender Meserole LLC.  The company licenses a fabric-dyeing
process known as AirDye.  Colorep's subsidiary Transprint USA Inc.
also filed in Chapter 11.  Transprint produces transfer-printing
paper.

Meserole, LLC, is represented by Frank T. Pepler, Esq., and Stuart
M. Brown, Esq., at DLA Piper LLP (US).


COLOREP INC: Stutman Treister Okayed as Reorganization Counsel
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
authorized Colorep, Inc., et al., to employ Stutman, Treister &
Glatt, P.C. as reorganization counsel.

As reported in the Troubled Company Reporter on Aug. 20, 2013, the
Debtors have agreed to provide a postpetition retainer to Stutman
Treister in the amount of $125,000 to be funded from disbursements
under the proposed DIP financing which is currently being
presented to the court.

Prior to the Petition Date, Stutman Treister received a retainer,
paid from the monies advanced to the Debtors by its prepetition
secured lender, in the amount of $150,000 for services rendered
and expenses incurred prior to the filing of the Debtors'
chapter 11 cases.  Prior to the commencement of these Chapter 11
cases, Stutman Treister drew down $150,000 from the Pre-Chapter 11
Retainer for prepetition services rendered to the Debtors.  The
Debtors do not owe Stutman Treister any amount for prepetition
services.

In addition to the Chapter 11 Retainer, Stutman Treister also
received, from funds advanced by the Debtors' prepetition secured
lender, $10,000 to be held in trust and to be paid as a retainer
to the Debtors' corporate counsel if and when retained and $25,000
to cover filing fees and other expenses incurred in connection
with the Debtors' chapter 11 cases.

Gary E. Klaus, Esq., senior shareholder at Stutman Treister,
assures the Court that Stutman Treister does not hold or represent
an interest adverse to the Debtors' estates.

                        About Colorep Inc.

Colorep Inc., an industrial printer from Harrisonburg, Virginia,
filed for Chapter 11 protection (Bankr. C.D. Cal. Case No.
13-27689) on July 10, 2013, in Los Angeles, owing $17 million to
secured lender Meserole LLC.  The company licenses a fabric-dyeing
process known as AirDye.  Colorep's subsidiary Transprint USA Inc.
also filed in Chapter 11.  Transprint produces transfer-printing
paper.

Meserole, LLC, is represented by Frank T. Pepler, Esq., and Stuart
M. Brown, Esq., at DLA Piper LLP (US).


COMMONWEALTH GROUP: Seeks Dismissal of Chapter 11 Case
------------------------------------------------------
Commonwealth Group-Mocksville Partners LP asks the U.S. Bankruptcy
Court for the Eastern District of Tennessee to dismiss its Chapter
11 case stating that it has already reached an agreement with PNC
Bank, National Association, the principal creditor in the case
holding a secured claim amounting to $8,602,427.  The claim was
scheduled in a lesser amount.

The Debtor said it has sufficient funds to pay all of the allowed
claims other than the claim of PNC Bank upon dismissal of the
case.  The Debtor intends to pay unsecured creditors and the
claims of Davie County ($1,650) and Town of Mocksville ($1,600)
within 10 days of the dismissal of the case.

Any quarterly fee owing to the U.S. Trustee will be paid on or
before the date of the entry of the order dismissing the case.

The Debtor notes that the July 2013 Monthly Operating Report
reflects an ending book balance of $349,531.

Meanwhile, the Court has continued the hearing to consider
confirmation of the Amended Chapter 11 Plan to Sept. 26, 2013, at
10:00 a.m.

                     About Commonwealth Group

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

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

On March 28, 2013, Mocksville Partners filed its Amended Chapter
11 Plan.  On April 22, 2013, the Court entered the Order Approving
the Amended Disclosure Statement.


COMMUNITY TOWERS: EDR Approved as Valuation & Economic Expert
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California
entered an order on Aug. 7, 2013, authorizing Community Towers I
LLC et al. to employ EDR Valuations, Inc. as their valuation and
economic expert.  EDR will provide valuation, economic analysis,
and expert testimony services regarding the Debtor's property and
operations, and will be paid these rates:

              Name              Rate Per Hour
              ----              -------------
         M. Daniel Close           $350.00
         Donna W. Close, CPA       $175.00

                 About Community Towers I

Community Towers I LLC is a real estate investment company.
Community Towers I LLC and various affiliates -- Community Towers
II, LLC, Community Towers III, LLC, Community Towers IV, LLC --
filed a Chapter 11 petition (Bankr. N.D. Calif. Lead Case No.
11-58944) on Sept. 26, 2011, in San Jose, California.  Community
Towers I disclosed $51,939,720 in assets and $39,479,784 in
liabilities as of the Chapter 11 filing.

In March 2013, the Court denied confirmation of the Debtors' Joint
Chapter 11 Plan.  Creditor CIBC Inc., voted against the Joint Plan
and opposed confirmation contending that the Joint Plan: (1)
improperly includes a third party release in violation of Section
524; (2) violates Section 1129(a)(11) because it is not feasible;
and (3) is not fair and equitable to CIBC because the interest
rate proposed to be paid is inadequate to compensate CIBC for the
risk inherent in its loan to Debtors.

The Debtors employed John Walshe Murray, Esq., at Dorsey & Whitney
LLP as counsel, in substitution for Murray & Murray, A
Professional Corporation.


CONVERGEX GROUP: S&P Affirms & Withdraws 'B+' Counterparty Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B+'
counterparty credit and senior secured issue ratings on ConvergEx
Group LLC.  Subsequently, S&P withdrew its 'B+' counterparty
credit rating at the company's request.  At the time of
withdrawal, the outlook was stable.  S&P also withdrew its 'B+'
senior secured issue rating because the company does not have any
debt outstanding.

S&P's ratings on ConvergEx reflected that upon the sale of its
software platform business in April 2013, the company's remaining
business is less diversified and more concentrated and that its
revenue model is mostly transactional and depends on market
activity.  The ratings also reflected that the company will have
reduced financial flexibility following the sale of one of its
most valuable assets, and S&P is wary of the smaller revenue base
to cover fixed costs, which will likely increase earnings and cash
flow volatility.  Although the company operated with no debt, S&P
believes the weaknesses in the business profile were limiting
rating factors.


CORNERSTONE HOMES: Sold Unregistered Securities, SEC Says
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Cornerstone Homes Inc. must now contend with the
Securities and Exchange Commission on the issue of whether the
homebuilder improperly sold unregistered securities before
bankruptcy.

The company has scheduled a Sept. 6 hearing for approval of the
reorganization plan where noteholders voted beforehand.  The U.S.
Trustee came to court this month, insinuating that Cornerstone
sold notes and solicited votes on the plan in violation of federal
securities laws.

According to the report, the SEC filed papers Aug. 28 in U.S.
Bankruptcy Court in Rochester, New York, saying the notes "appear
to be securities that were not registered" with the SEC.  The
commission also said it "is not aware of any exemption from
registration."

The U.S. Trustee says disclosure materials for the pre-bankruptcy
vote solicitation from 300 noteholders were inadequate because
they didn't explain the registration issue.

The SEC wants more time for the government and noteholders to file
claims.

                      About Cornerstone Homes

Cornerstone Homes Inc., a homebuilder from Corning, New York,
filed a Chapter 11 petition (Bankr. W.D.N.Y. Case No. 13-21103) on
July 15, 2013, in Rochester alongside a reorganization plan
already accepted by 96 percent of unsecured creditors' claims.

The Debtor disclosed assets of $18,561,028 and liabilities of
$36,248,526.  Judge Paul R. Warren presides over the case.
Curtiss Alan Johnson, Esq., and David L. Rasmussen, Esq., at
Davidson Fink, LLP, in Rochester, N.Y., serve as the Debtor's
counsel.

As reported in the TCR on July 31, the Debtor scheduled a Sept. 6
hearing for the bankruptcy judge in Rochester, New York, to
approve the reorganization plan.

Unsecured creditors are chiefly composed of noteholders with
$14.5 million in claims. For a 7 percent recovery, they are to
receive a note for $1 million, bearing 2 percent interest and
maturing in 10 years under the Plan. The note will be paid with
proceeds from sales of homes.


COUNTRYWIDE FINANCIAL: Beats FDIC's $1.5B RMBS Suit
---------------------------------------------------
Law360 reported that a California federal judge dismissed the
Federal Deposit Insurance Corp.'s suit against Countrywide
Financial Corp. and other major lenders over residential mortgage-
backed securities, saying the claims are time-barred.

According to the report, the FDIC alleged that Countrywide, CWALT
Inc., Bank of America Corp., Deutsche Bank Securities Inc. and
Goldman Sachs & Co. lied about the quality of underlying mortgages
when they sold eight certificates of residential mortgage-backed
securities to Guaranty Bank in violation of the Texas Securities
Act and the federal Securities Exchange Act of 1933.

The case is Federal Deposit Insurance Corporation as receiver for
Guaranty Bank v. Countrywide Securities Corporation et al., Case
No. 2:12-cv-08558 (C.D. Calif.) before Judge Mariana R. Pfaelzer.

                   About Countrywide Financial

Based in Calabasas, California, Countrywide Financial Corporation
(NYSE: CFC) -- http://www.countrywide.com/-- originated,
purchased, securitized, sold, and serviced residential and
commercial loans.

In mid-2008, Bank of America completed its purchase of Countrywide
for $2.5 billion.  The mortgage lender was originally priced at $4
billion, but the purchase price eventually was whittled down to
$2.5 billion based on BofA's stock prices that fell over 40% since
the time it agreed to buy the ailing lender.


CROC LLC: Bankruptcy Stays SRS North Carolina Property's Lawsuit
----------------------------------------------------------------
SRS NORTH CAROLINA PROPERTY, LLC and STEPHEN R. SMITH, Plaintiffs,
v. CROC, LLC, Defendant, No. 2:11-CV-64-BO (E.D.N.C.), has been
stayed following CROC LLC's chapter 11 bankruptcy proceeding in
the Eastern District of North Carolina on Aug. 15, 2013.  District
Judge Terrence W. Boyle said any currently pending motions in the
lawsuit are dismissed without prejudice for purposes of judicial
efficiency. If those motions are still worthy of judicial
consideration at the conclusion of the bankruptcy proceeding the
parties are free to re-file the same, Judge Boyle said in an Aug.
22 Order available at http://is.gd/jFxBF4from Leagle.com.

Plaintiffs SRS North Carolina Properties, LLC, and Stephen R.
Smith are represented by C. Everett Thompson, II, Attorney at Law.

CROC, LLC, is represented by Phillip H. Hayes, Jr., Attorney at
Law.


DESERT LAND: Dist. Ct. Dismisses Related Suit vs. Shotgun Nevada
----------------------------------------------------------------
The complaint captioned GONZALES, Plaintiff, v. SHOTGUN NEVADA
INVESTMENTS, LLC et al., Case No. 2:13-CV-00931-RCJ-VPC (D. Nev.),
is a bankruptcy removal case arising out of the alleged breach of
a settlement agreement that was part of a confirmation plan in the
Chapter 11 bankruptcy action of Desert Land, LLC, et al.

In December 2000, Mr. Gonzales loaned $41.5 million Desert Land
for the development of a Las Vegas land parcel.  Desert Land filed
for bankruptcy in 2002 and eventually obtained confirmation of a
bankruptcy plan.  The Plan embodied a settlement under which Mr.
Gonzales would extinguish his note and reconvey his interest in a
certain Land Parcel A to Desert Land.  In exchange, Mr. Gonzales
would receive 65% of a debtor affiliate's interest in another
property and would receive $10 million transfer fee if Parcel A
was sold after 90 days.  In 2011, Mr. Gonzales sued Desert Land,
et al., in state court for judicial foreclosure of Parcel A and
his entitlement to the Parcel Transfer Fee.

In the present case, Mr. Gonzales alleges that Shotgun Nevada
began making loans to Desert Land for the development of Parcel A
in 2012 to 2013 despite its knowledge of the Confirmation Order
and the Parcel Transfer Fee.  He brought charges of intentional
interference with contract and unjust enrichment, among other
things.

Defendants moved for summary judgment, arguing that preclusion of
certain issues decided in the 2011 Gonzales-Desert Land case
prevents plaintiffs from prevailing in the present case.

District Judge Robert Jones granted the Defendants' Summary
Judgment Motion as a motion to dismiss.

A copy of Judge Jones' July 30, 2013 Order is available at
http://is.gd/7PKGVafrom Leagle.com.

Tom Gonzales is represented by J. Randall Jones, Esq. --
r.jones@kempjones.com -- and Matthew S Carter, Esq. --
m.carter@kempjones.com -- at HARRISON, KEMP & JONES, LLP.

Defendants Shotgun Creek Las Vegas, LLC, Shotgun Creek
Investments, LLC, Shotgun Investments Nevada, LLC, and Wayne
Perry, are represented by Lenard E. Schwartzer, Esq., of
Schwartzer & McPherson Law Firm, at 2850 South Jones Boulevard,
Suite 1, Las Vegas, Nevada 89146.


DESIGNLINE CORP: Seeks $3-Million Ch. 11 Loan
---------------------------------------------
Law360 reported that electric and alternative fuel transit bus
manufacturer DesignLine Corp., driven into bankruptcy after losing
pledged funding connected to a major contract with New Jersey
Transit, sought permission to obtain $3 million in post-petition
financing from a group of funds managed by Cyrus Capital Partners
LP.

The North Carolina-based company intends to use the funds to help
it put together either a going-concern sale of the business or a
liquidation as it tries to dig itself out of about $40 million in
debt, according to court filings, the report related.

DesignLine Corp. filed for bankruptcy protection following several
weeks of furloughs and layoffs.  Federal court documents show the
company has assets of $14 million and debts of $37.5 million.

DesignLine is the former employer of U.S. Transportation Secretary
Anthony Foxx, who was Charlotte's mayor until the Senate confirmed
President Obama's nominee in June.

The company's largest creditor is New Jersey Transit, which has
paid $3.6 million for buses it hasn't received.

DesignLine was founded in New Zealand but moved its headquarters
to Charlotte in 2006.  The company employed about 250 people there
earlier this year.


DETROIT, MI: Retains Casino Tax Revenue
---------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Detroit can have continued access to casino-tax
revenue, as the result of a ruling by the bankruptcy judge.
Casino taxes are collateral for parties to swaps.  The bankruptcy
court will hold a hearing in late September on the city's proposal
to terminate the swaps through an agreement with the
counterparties.

                    About Detroit, Michigan

The city of Detroit, Michigan, weighed down by more than
$18 billion in accrued obligations, sought municipal bankruptcy
protection on July 18, 2013, by filing a voluntary Chapter 9
petition (Bankr. E.D. Mich. Case No. 13-53846).  Detroit listed
more than $1 billion in both assets and debts.

Kevyn Orr, who was appointed in March 2013 as Detroit's emergency
manager, signed the petition.  Detroit is represented by
lawyers at Jones Day and Miller Canfield Paddock and Stone PLC.

Michigan Governor Rick Snyder authorized the bankruptcy filing.

The filing makes Detroit the largest American city to seek
bankruptcy, in terms of population and the size of the debts and
liabilities involved.

The city's $18 billion in debt includes $5.85 billion in special
revenue obligations, $6.4 billion in post-employment benefits,
$3.5 billion for underfunded pensions, $1.13 billion on secured
and unsecured general obligations, and $1.43 billion on pension-
related debt, according to a court filing.  Debt service consumes
42.5 percent of revenue.  The city has 100,000 creditors and
20,000 retirees.

Detroit is represented by David G. Heiman, Esq., and Heather
Lennox, Esq., at Jones Day, in Cleveland, Ohio; Bruce Bennett,
Esq., at Jones Day, in Los Angeles, California; and Jonathan S.
Green, Esq., and Stephen S. LaPlante, Esq., at Miller Canfield
Paddock and Stone PLC, in Detroit, Michigan.

Sharon Levine, Esq., at Lowenstein Sandler LLP, is representing
the American Federation of State, County and Municipal Employees
and the International Union.

Babette Ceccotti, Esq., at Cohen, Weiss & Simon LLP, is
representing the United Automobile, Aerospace and Agricultural
Implement Workers of America.


DETROIT, MI: Can Keep Casino Tax Revenue, Judge Rules
-----------------------------------------------------
Bernie Woodall and Joseph Lichterman, writing for Reuters,
reported that cash-strapped Detroit can continue to access an
estimated $11 million a month in casino tax revenue, a U.S.
bankruptcy judge ruled, while the court takes up a deal with
creditors related to the revenue.

According to the report, U.S. Bankruptcy Judge Steven Rhodes, who
is overseeing Detroit's bankruptcy petition, ruled that bond
insurer Syncora Guarantee Inc cannot block the city from using
taxes paid by the city's three casinos.

Rhodes said Syncora does not have a lien on the money used as
collateral since 2009 to secure Detroit's obligations on interest-
rate swap agreements, the report related.  Detroit entered into
those agreements in conjunction with the sale of pension debt for
its two retirement funds.

Sinking under more than $18 billion in debt and other obligations,
Detroit on July 18 filed for the biggest Chapter 9 municipal
bankruptcy in U.S. history, the report recalled.  Many bankruptcy
experts believe the case may be a guide for what could happen when
other U.S. cities file for Chapter 9 protection.

Detroit collects about $180 million annually from casinos, and
around $15 million is deposited each month into accounts overseen
by U.S. Bank to meet collateral requirements, the report said.
The bank sets aside $4 million a month for quarterly payments to
swap counterparties, leaving the city with about $11 million.

                    About Detroit, Michigan

The city of Detroit, Michigan, weighed down by more than
$18 billion in accrued obligations, sought municipal bankruptcy
protection on July 18, 2013, by filing a voluntary Chapter 9
petition (Bankr. E.D. Mich. Case No. 13-53846).  Detroit listed
more than $1 billion in both assets and debts.

Kevyn Orr, who was appointed in March 2013 as Detroit's emergency
manager, signed the petition.  Detroit is represented by
lawyers at Jones Day and Miller Canfield Paddock and Stone PLC.

Michigan Governor Rick Snyder authorized the bankruptcy filing.

The filing makes Detroit the largest American city to seek
bankruptcy, in terms of population and the size of the debts and
liabilities involved.

The city's $18 billion in debt includes $5.85 billion in special
revenue obligations, $6.4 billion in post-employment benefits,
$3.5 billion for underfunded pensions, $1.13 billion on secured
and unsecured general obligations, and $1.43 billion on pension-
related debt, according to a court filing.  Debt service consumes
42.5 percent of revenue.  The city has 100,000 creditors and
20,000 retirees.

Detroit is represented by David G. Heiman, Esq., and Heather
Lennox, Esq., at Jones Day, in Cleveland, Ohio; Bruce Bennett,
Esq., at Jones Day, in Los Angeles, California; and Jonathan S.
Green, Esq., and Stephen S. LaPlante, Esq., at Miller Canfield
Paddock and Stone PLC, in Detroit, Michigan.

Sharon Levine, Esq., at Lowenstein Sandler LLP, is representing
the American Federation of State, County and Municipal Employees
and the International Union.

Babette Ceccotti, Esq., at Cohen, Weiss & Simon LLP, is
representing the United Automobile, Aerospace and Agricultural
Implement Workers of America.


DETROIT, MI: City's Woes Add to Angst Over Municipal Debt
---------------------------------------------------------
Mike Cherney and Kelly Nolan, writing for The Wall Street Journal,
reported that municipal-bond prices have fallen further than other
debt amid rising U.S. interest rates this summer, highlighting
investor jitters spurred by Detroit's record-setting bankruptcy
filing.

According to the report, bonds from some financially troubled
issuers, like Puerto Rico and Chicago, have been particularly hard
hit. Debt from the Windy City, which was downgraded by Moody's
Investors Service last month amid questions about its pension
liabilities, now yield about 1.50 percentage points more than a
municipal market benchmark, up from about one percentage point in
early July, according to Dan Toboja, senior vice president in
fixed-income trading at investment bank and broker-dealer B.C.
Ziegler & Co. in Chicago. Higher yields indicate lower prices.

"Credit concerns are front and center in this market," Mr. Toboja
said, the report said.

The Motor City's case has been particularly worrisome for
municipal-bond investors because the city's emergency manager has
indicated that bondholders could see significant losses,
undermining investors' assumption that states and cities would
raise taxes as much is necessary to repay them, the report
related.

Yields on investment-grade municipal bonds have risen to almost
the same as similarly rated corporate bonds, the report said.
That is a rare occurrence, considering municipal bonds have lower
default rates and the interest is generally tax free. As of Aug.
27, yields on corporate bonds were 3.37% and yields on municipal
bonds were 3.33%, according to investment-grade indexes from
Barclays. Typically, municipal bonds yield about 25% less than
corporate bonds.

                    About Detroit, Michigan

The city of Detroit, Michigan, weighed down by more than
$18 billion in accrued obligations, sought municipal bankruptcy
protection on July 18, 2013, by filing a voluntary Chapter 9
petition (Bankr. E.D. Mich. Case No. 13-53846).  Detroit listed
more than $1 billion in both assets and debts.

Kevyn Orr, who was appointed in March 2013 as Detroit's emergency
manager, signed the petition.  Detroit is represented by
lawyers at Jones Day and Miller Canfield Paddock and Stone PLC.

Michigan Governor Rick Snyder authorized the bankruptcy filing.

The filing makes Detroit the largest American city to seek
bankruptcy, in terms of population and the size of the debts and
liabilities involved.

The city's $18 billion in debt includes $5.85 billion in special
revenue obligations, $6.4 billion in post-employment benefits,
$3.5 billion for underfunded pensions, $1.13 billion on secured
and unsecured general obligations, and $1.43 billion on pension-
related debt, according to a court filing.  Debt service consumes
42.5 percent of revenue.  The city has 100,000 creditors and
20,000 retirees.

Detroit is represented by David G. Heiman, Esq., and Heather
Lennox, Esq., at Jones Day, in Cleveland, Ohio; Bruce Bennett,
Esq., at Jones Day, in Los Angeles, California; and Jonathan S.
Green, Esq., and Stephen S. LaPlante, Esq., at Miller Canfield
Paddock and Stone PLC, in Detroit, Michigan.

Sharon Levine, Esq., at Lowenstein Sandler LLP, is representing
the American Federation of State, County and Municipal Employees
and the International Union.

Babette Ceccotti, Esq., at Cohen, Weiss & Simon LLP, is
representing the United Automobile, Aerospace and Agricultural
Implement Workers of America.


DIGERATI TECHNOLOGIES: Proofs of Claim Due by Oct. 16
-----------------------------------------------------
Creditors of Digerati Technologies, Inc. must file their proofs of
claim not later than Oct. 16, 2013.  Government entities may file
their proofs of claim by Feb. 24, 2014.

Digerati Technologies, Inc., filed a Chapter 11 petition (Bankr.
S.D. Tex. Case No. 13-33264) in Houston, on May 30, 2013.
Digerati -- http://www.digerati-inc.com-- is a diversified
holding company which owns operating subsidiaries in the oil field
services and the cloud communications industry.  Digerati and its
subsidiaries maintain Texas Offices in San Antonio and Houston.
The Debtor has no independent operations apart from its
subsidiaries.

The Debtor's subsidiaries include Shift 8 Networks, a cloud
communication service, Hurley Enterprises, Inc., and Dishon
Disposal, Inc., both oil field services companies.

The Debtor disclosed $60 million in assets and $62.5 million in
liabilities as of May 29, 2013.

Bankruptcy Judge Jeff Bohm oversees the case.  Deirdre Carey
Brown, Esq., Annie E. Catmull, Esq., Melissa Anne Haselden, Esq.,
Mazelle Sara Krasoff, Esq., and Edward L Rothberg, at Hoover
Slovacek, LLP, in Houston, represent the Debtor as counsel.  The
Debtor tapped Gilbert A. Herrera and Herrera Partners as the
investment banker.


EAST COAST BROKERS: Real Estate Brings $68.7 Million
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that East Coast Brokers & Packers Inc., the owner of
10,000 acres of tomato farms in Florida and Virginia, held four
days of auction this month and raised $68.7 million from the sale
of real estate.

The bankruptcy court in Tampa, Florida, will hold a hearing on
Sept. 5 to approve the sales.  Buyers of the real estate include
Del Monte Fresh Produce NA Inc.

There was an auction Aug. 28 and another on Sept. 4 to sell the
equipment in Florida and Virginia.  The facilities being sold were
six packing plants, including a 312,000 square-foot plant in Plant
City, Florida with optical tomato sorters.

                      About East Coast Brokers

East Coast Brokers & Packers, Inc., along with four related
entities, sought Chapter 11 protection (Bankr. M.D. Fla. Case No.
13-02894) in Tampa, Florida, on March 6, 2013.  East Coast Brokers
& Packers disclosed $12,663,307 in assets and $75,181,975 in
liabilities as of the Chapter 11 filing.  Scott A. Stichter, Esq.,
and Susan H. Sharp, Esq., at Stichter, Riedel, Blain & Prosser,
P.A., in Tampa, serve as counsel to the Debtors.

Steven M. Berman, Esq., and Hugo S, deBeaubien, Esq., at Shumaker,
Loop, & Kendrick, LLP, in Tampa, are the Debtors' proposed special
counsel.

In June 2013, the bankruptcy court approved the appointment of
Gerard A. McHale, Jr., to serve as Chapter 11 trustee.  MLIC Asset
Holdings LLC and MLIC CB Holdings LLC asked the Bankruptcy Court
to appoint a Chapter 11 trustee, or, in the alternative, dismiss
the Debtors' Chapter 11 cases.  According to the MLIC entities,
the Debtors, among other things had mishandled the potential rents
from employees, failed to pay taxes, failed to maintain insurance,
has inadequate security regarding the Debtors' personal and real
property, and delayed the filing of schedules and reports required
under the Bankruptcy Code.

Brian G. Rich, Esq., at Berger Singerman LLP, in Tallahassee,
Fla., represents the Chapter 11 trustee as counsel.


EASTMAN KODAK: Wins Approval of Amended APA With RED-Rochester
--------------------------------------------------------------
Eastman Kodak Co. on August 28 obtained a court order approving
the latest amendment to its asset purchase agreement with RED-
Rochester, LLC.

The companies amended the agreement to meet the requirements of
the New York State Department of Environmental Conservation and
the Empire State Development.

The agreement governs the sale of Kodak's utility operations at
Eastman Business Park to RED-Rochester.  U.S. Bankruptcy Judge
Allan Gropper approved the sale in January but required Kodak to
get the approval of government agencies before consummating the
sale.

The amended agreement requires RED-Rochester to pay a portion of
the purchase price to the company or to the trust (as Kodak's
designee), which was established for environmental remediation at
the industrial and technology park.

The amended agreement also authorizes Kodak to take over contracts
and assign them to RED-Rochester.  The contracts to be assigned do
not include Kodak's 2005 agreement with ITT Industries to lease
approximately 2,200 square feet of land from the tech firm.

ITT Industries previously opposed the assignment of the 2005
contract, saying it contains a provision which prohibits anti-
assignment of the contract without prior consent from the tech
firm.

The Kodak-ITT agreement will be the subject of a separate ruling,
according to the August 28 order signed by Judge Gropper.

                       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.


ECO BUILDING: Sam Kan Quits as Accountants
------------------------------------------
Eco Building Products, Inc., accepted the resignation of Sam Kan
and Company as independent registered public accountants.  Sam Kan
advised the Audit Committee that it will no longer be servicing
public clients.

The resignation was not a result of any disagreement with the
Company.

Concurrent with the acceptance of Sam Kan's resignation, the Board
of Directors of the Company appointed Sadler Gibb & Associates,
LLC, as the Company's independent registered public accounting
firm.

During the years ended June 30, 2012, and through Aug. 21, 2013,
neither the Company nor anyone acting on its behalf consulted
Sadler with respect to (i) the application of accounting
principles to a specified transaction, either completed or
proposed, or the type of audit opinion that might be rendered on
the Company's financial statements, and neither a written report
was provided to the Company or oral advice was provided that
Sadler concluded was an important factor considered by the Company
in reaching a decision as to the accounting, auditing or financial
reporting issues; or (ii) any matter that was the subject of a
disagreement or reportable events set forth in Item 304(a)(1)(iv)
and (v), respectively, of Regulation S-K.

                         About Eco Building

Vista, Calif.-based Eco Building Products is a manufacturer of
proprietary wood products treated with an eco-friendly proprietary
chemistry that protects against mold, rot, decay, termites and
fire.

Sam Kan & Company, in Alameda, Calif., expressed substantial doubt
about Eco's ability to continue as a going concern following the
fiscal 2012 financial results.  The independent auditors noted
that the Company has generated minimal operating revenues, losses
from operations, significant cash used in operating activities and
its viability is dependent upon its ability to obtain future
financing and successful operations.

For the nine months ended March 31, 2013, the Company incurred a
net loss of $9.03 million on $4.14 million of total revenue, as
compared with a net loss of $3.68 million on $2.08 million of
total revenue for the nine months ended March 31, 2012.

The Company's balance sheet at March 31, 2013, showed $3.19
million in total assets, $11.85 million in total liabilities and a
$8.66 million total stockholders' deficit.


ECOSPHERE TECHNOLOGIES: Continues to Provide Services to SEECO
--------------------------------------------------------------
Ecosphere Energy Services, LLC, a subsidiary of Ecosphere
Technologies, Inc., and Southwestern Energy Production Company and
SEECO, Inc., a subsidiary of Southwestern Energy Co., have signed
a new work order for EES to continue providing Ecosphere's
patented Ozonix(R) water treatment and recycling services to
Southwestern Energy in the Fayetteville Shale region of Arkansas.
EES has been providing the patented Ozonix(R) wastewater treatment
and recycling services to Southwestern Energy in the Fayetteville
Shale since November 2009.

                   About Ecosphere Technologies

Stuart, Florida-based Ecosphere Technologies (OTC BB: ESPH) --
http://www.ecospheretech.com/-- is a water engineering,
technology licensing and environmental services company that
designs, develops and manufactures wastewater treatment solutions
for industrial markets.  Ecosphere, through its majority-owned
subsidiary Ecosphere Energy Services, LLC, provides energy
exploration companies with an onsite, chemical free method to kill
bacteria and reduce scaling during fracturing and flowback
operations.

Ecosphere disclosed net income of $1.05 million on $31.13 million
of total revenues for the year ended Dec. 31, 2012, as compared
with a net loss of $5.86 million on $21.08 million of total
revenues for the year ended Dec. 31, 2011.

The Company's balance sheet at March 31, 2013, showed $9.66
million in total assets, $6.45 million in total liabilities, $3.65
million in total redeemabable convertible cumulative preferred
sotck, and a $453,324 total deficit.

Salberg & Company, P.A., in Boca Raton, Florida, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company has seen a recent significant decline in its
working capital primarily relating to delays in receiving
additional purchase orders and related funding from a significant
customer.  This matter raises substantial doubt about the
Company's ability to continue as a going concern.


EDENOR SA: Securities Placed Under "Common Trading"
---------------------------------------------------
The Buenos Aires Stock Exchange decided to place Edenor's
securities on "Common Trading", the Company disclosed in a
regulatory filing with the U.S. Securities and Exchange
Commission.  This decision was based upon the fact that the
Company's financial information for the six months ended June 30,
2013, no longer showed a negative shareholders' equity, which was
the reason why the Company's securities were placed on a "Reduced
Trading".

Moreover, the Company received the resignation, for personal
reasons, of Ms. Patricia Charvay from her position as director, to
which she was appointed at the Ordinary and Extraordinary General
Shareholders' Meeting held on April 25, 2013.  Said resignation
states that it is effective upon its presentation and will be
considered by the Board of Directors at its next meeting.  The
resignation was not unanticipated.

                           About Edenor SA

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

Edenor S.A. disclosed a loss of ARS1.01 billion on ARS3.72 billion
of revenue from sales for the year ended  Dec. 31, 2012, as
compared with a net loss of ARS291.38 million on ARS2.80 billion
of revenue from sales for the year ended Dec. 31, 2011.  The
Company's balance sheet at Dec. 31, 2012, showed ARS6.80 billion
in total assets, ARS6.31 billion in total liabilities and
ARS489.28 million in total equity.

"Given the fact that the realization of the projected measures to
revert the manifested negative trend depends, among other factors,
on the occurrence of certain events that are not under the
Company's control, such as the requested electricity rate
increases or their replacement by a new remuneration system, the
Board of Directors has raised substantial doubt about the ability
of the Company to continue as a going concern in the term of the
next fiscal year," according to the Company's annual report for
the year ended Dec. 31, 2012.


EFL PARTNERS X: Liberty RE Assets Wins Case Dismissal
-----------------------------------------------------
Liberty RE Assets Holdings LLC and Liberty Philadelphia REO LP
seek dismissal of the Chapter 11 case of EFL Partners X pursuant
to 11 U.S.C. Sec. 1112(b) for cause, including that the petition
was filed in bad faith.  The Debtor opposes dismissal arguing that
its petition was not filed as a litigation tactic and that a
Chapter 11 liquidation will enable it to maximize the value of its
assets for the benefit of its creditors.

Bankruptcy Judge Magdeline D. Coleman is not persuaded by the
Debtor and proceeds to dismiss the case.  A copy of the Court's
Aug. 22, 2013 Memorandum is available at http://is.gd/7IDx1Ofrom
Leagle.com.

EFL Partners X, based in Villanova, Pennsylvania, filed for
Chapter 11 bankruptcy (Bankr. E.D. Pa. Case No. 13-11495) on
Feb. 21, 2013.  Judge Magdeline D. Coleman oversees the case.
Gregory R. Noonan, Esq., at Walfish & Noonan, LLC, serves as
the Debtor's counsel.  In its petition, the Debtor estimated
$1 million to $10 million in both assets and debts.  The petition
was signed by John Kontra, president of general partner.

EFL Partners X owns nine condominiums in Portico Place, Ltd,
Condominium located at 908-910 Spruce Street, Philadelphia,
Pennsylvania.  According to the Debtor's schedules the value of
Spruce Street Property is $3,200,000.

The Debtor's general partner is EFL Holdings, Inc. and John J.
Kontra, Jr. and Lise A. Miller are its limited partners.


ELBIT IMAGING: Creditors Reject Plan of Arrangement, Court Finds
----------------------------------------------------------------
The Tel Aviv District Court, in a ruling dated Aug. 19, 2013,
rejected the Company's position that the unsecured creditors of
the Company approved the resolution at the Company's creditors'
meetings held on July 15, 2013, and July 17, 2013, to approve the
Company's proposed plan of arrangement of its unsecured financial
debt and the transactions contemplated thereby, and, as a result,
the Court ruled that the Company did not receive the votes
required for approval of the Arrangement.  The Court stated that
nothing in its ruling sets forth the Court's position regarding
the advisability of the Arrangement, and directed the Company and
its creditors to attempt to negotiate a revised Arrangement within
a short time period.

The Company had announced that the proposed Arrangement was
approved at the Extraordinary General Meeting and the resolution
to approve the proposed arrangement presented by certain
representatives of the Company's Series C to Series G and Series 1
noteholders was not approved.

                        About Elbit Imaging

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

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

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

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


EMPIRE RESORTS: Option to Lease EPT Property Extended to Aug. 30
----------------------------------------------------------------
The option agreement, by and between Monticello Raceway
Management, Inc., a wholly-owned subsidiary of Empire Resorts,
Inc., and EPT Concord II, LLC, originally entered into on Dec. 21,
2011, was further amended by a letter agreement between the
Parties, dated Aug. 23, 2013.  Pursuant to the Option Agreement,
EPT granted MRMI a sole and exclusive option to lease certain EPT
property located in Sullivan County, New York, pursuant to the
terms of a lease negotiated between the parties.

Pursuant to the Letter Agreement, MRMI and EPT agreed to extend
the option exercise period and the final option exercise outside
date (as those terms are defined in the Option Agreement) from
Aug. 23, 2013, to Aug. 30, 2013.  Except for these amendments, the
Option Agreement remains unchanged and in full force and effect.

A copy of the Letter Agreement is available for free at:

                        http://is.gd/sM93LT

                        About Empire Resorts

Based in Monticello, New York, Empire Resorts, Inc. (NASDAQ: NYNY)
-- http://www.empireresorts.com/-- owns and operates Monticello
Casino & Raceway, a video gaming machine and harness racing track
and casino located in Monticello, New York, 90 miles northwest of
New York City.

Empire Resorts reported a net loss applicable to common shares of
$2.26 million in 2012, as compared with a net loss applicable to
common shares of $1.57 million in 2011.  As of June 30, 2013, the
Company had $60.48 million in total assets, $51.51 million in
total liabilities and $8.96 million in total stockholders' equity.


ENDEAVOUR INTERNATIONAL: Second Supplemental Deed with Cidoval
--------------------------------------------------------------
Endeavour Energy UK Limited, a wholly-owned subsidiary of
Endeavour International Corporation, entered into a Second
Supplemental Deed of Amendment and Restatement with Cidoval S.a
r.l. which is supplemental to and amends (a) the sale and purchase
agreement dated March 5, 2013, between EEUK and END PP Holdings
LLC, as subsequently novated in favor of Cidoval pursuant to a
deed of novation and amendment dated March 28, 2013; (b) the deed
of grant of a production payment dated April 30, 2013, between
EEUK and Cidoval, as previously amended by the Supplemental Deed
of Amendment and Restatement dated May 21, 2013, between EEUK and
Cidoval.

Pursuant to the Deed of Grant, EEUK has granted a production
payment from the proceeds of sale from a proportion of EEUK's
entitlement to production from its interests in the Alba and
Bacchus fields located in the UK sector of the North Sea.  The
Second Supplemental Deed provides for the sale by EEUK of an
additional production payment for an incremental purchase price of
$25 million with an implied cost of 8.75 percent, bringing the
total amount outstanding under the Grant to $150 million.
Obligations under the Grant will cease upon the earlier of the
repayment of amounts outstanding under the Grant or production
from the Alba and Bacchus licences permanently ceasing.  The
Company currently expects repayment of the Grant to occur through
2015.  If the Grant remains outstanding as expected, the total
repayment will be approximately $174.8 million.

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

                    About Endeavour International

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

For the year ended Dec. 31, 2012, the Company incurred a net loss
of $126.22 million, as compared with a net loss of $130.99 million
during the prior year.  As of June 30, 2013, the Company had $1.54
billion in total assets, $1.41 billion in total liabilities,
$43.70 million in series C convertible preferred stock and $85.12
million in stockholders' equity.

                           *     *     *

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

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


ENDICOTT INTERCONNECT: Gets Court OK for Feather Lane as Advisor
----------------------------------------------------------------
Endicott Interconnect Technologies, Inc., et al., obtained
permission from the U.S. Bankruptcy for the Northern District of
New York to employ Feather Lane Advisors LLC as financial
advisors.

The firm will be tasked to review the Debtors' financial plan,
strategic plans and business alternatives.  It will receive a
$20,000 flat fee per month for its services, plus reimbursement of
expenses.

                    About Endicott Interconnect

Endicott Interconnect Technologies Inc. and its affiliates filed a
Chapter 11 petition (Bankr. N.D.N.Y. Case No. 13-bk-61156) in
Utica, New York, on July 10, 2013, to sell the business before
cash runs out by the end of September.  David Van Rossum is the
Debtor's chief restructuring officer.  Bond, Schoeneck & King,
PLLC, is counsel to the Debtor.

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.

An official committee of unsecured creditors has been appointed in
the case with Avnet Electronics Marketing, Arrow Electronics,
Inc., Acbel Polytech, Inc., Cadence Design Systems, Inc.,
Orbotech, Inc., Tyco Electronics, and High Performance Copper
Foil, Inc. as members. The committee is represented by Arent Fox
LLP.


ENDICOTT INTERCONNECT: Panel to Tap GlassRatner as Fin'l Advisor
----------------------------------------------------------------
The Official Committee of Unsecured Creditors in the cases of
Endicott Interconnect Technologies, Inc., et al., seek to retain
GlassRatner Advisory & Capital Group, LLC, as financial advisor
nunc pro tunc to July 19, 2013.

The Committee contemplates utilizing GlassRatner to aid in the
evaluation of the Debtors' assets, cash flows and restructuring
efforts.

GlassRatner's hourly billing rates are:

      Principals:                        $500 - $600
      Directors & Managing Directors:    $350 - $500
      Managers & Senior Managers:        $250 - $350
      Associates & Paraprofessionals:    $150 - $250

The firm will also seek reimbursement of reasonable out-of-pocket
expenses related to the contemplated services to be rendered.

The Committee believes that GlassRatner is a "disinterested
person" within the meaning of Sec. 101(14) of the Bankruptcy Code.

                    About Endicott Interconnect

Endicott Interconnect Technologies Inc. and its affiliates filed a
Chapter 11 petition (Bankr. N.D.N.Y. Case No. 13-bk-61156) in
Utica, New York, on July 10, 2013, to sell the business before
cash runs out by the end of September.  David Van Rossum is the
Debtors' chief restructuring officer.  Bond, Schoeneck & King,
PLLC, is counsel to the Debtor.

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.

An official committee of unsecured creditors has been appointed in
the case with Avnet Electronics Marketing, Arrow Electronics,
Inc., Acbel Polytech, Inc., Cadence Design Systems, Inc.,
Orbotech, Inc., Tyco Electronics, and High Performance Copper
Foil, Inc. as members. The committee is represented by Arent Fox
LLP.


ENERGY XXI: Fitch Affirms 'B+' Issuer Default Ratings
-----------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Ratings (IDRs) of
Energy XXI Bermuda and Energy XXI Gulf Coast (NYSE: EXXI) at 'B+'.
The company's Ratings Outlook is Stable. Fitch affirms the
following:

Energy XXI (Bermuda)

-- Issuer Default Rating (IDR) at 'B+';
-- Convertible perpetual preferred at 'B-'/RR6.

Energy XXI Gulf Coast (Delaware)

-- IDR at 'B+';
-- Senior secured revolver at 'BB+'/RR1;
-- Senior unsecured notes at 'B+/RR4.

Approximately $1.37 billion in balance sheet debt is affected by
this rating. All rated debt is issued at the Energy XXI Gulf Coast
subsidiary level, with the exception of the convertible perpetual
preferreds, which are issued by Energy XXI Bermuda.

Key Ratings Drivers

Energy XXI's ratings are supported by the company's increased size
and scale following property acquisitions and a robust organic
drilling program; high exposure to liquids, composed mostly of
higher-value black oil linked to waterborne grade pricing;
historically strong production economics and cash generation;
balanced acquisition funding; operator status on a majority of its
properties (94%); and the short-term cash flow protections of its
hedging position. The large increase in the company's proven
reserves at June 30, 2013 has also resulted in improved debt/boe
metrics despite higher absolute debt levels. Ratings issues for
bondholders include the company's status as a small offshore GoM
producer; lack of basin diversification; recent increases in
leverage; flat 2013 production; significantly negative 2013 FCF;
and exposure to the riskier ultra-deep shelf exploration program.

Increase in 2013 Reserves

EXXI reported a large (50%) increase in audited proven (1p)
reserves at June 30, 2013, resulting in a 2013 reserve replacement
ratio of 393% on an organic basis, and 475% on an all-in basis, as
calculated by Fitch. Total 1p reserves climbed to 179 million boe
from 119 million boe the year prior, comprised primarily of
extensions and discoveries (62 million boe), and to a lesser
degree acquisitions (13 million boe). A significant driver of the
increase was the company's horizontal drilling program in the GoM,
which consists of short laterals (<1000 feet) drilled in EXXI's
mature offshore properties. Fitch would note that there is a
sizable backlog of such drilling opportunities across EXXI's
portfolio.

Higher Debt But Reasonable Financial Metrics

As calculated by Fitch, EXXI's debt with equity credit (which
includes a 50% weighting for the company's preferreds) rose to
$1.49 billion at June 30, 2013, versus $1.14 billion at June 30,
2012. The increased borrowings funded higher capex and dividends,
as well as net acquisitions of $161 million. LTM free cash flow at
June 30, 2013 was -$215.5 million, comprised of cash flow from
operations of $626.7 million minus capex of $816.1 million and
dividends of $26 million. Fitch anticipates the company will be
approximately FCF neutral in 2014 as capex is set to drop to $660
million. Fitch believes the company has reasonable capex
flexibility within that number.

As a result of debt increases, EXXI's debt/EBITDA rose to 1.94x
from 1.28x at June 30, 2012, while EBITDA/interest coverage
declined to 7.1x from 8.2x. Both metrics remain robust for the
rating category. While EXXI's leverage rose, on a debt/boe basis,
the large jump in 2013 reserves more than offset the increase in
debt. EXXI's debt/boe 1p at June 30, 2013 declined to $8.36/boe
versus debt/1p from $9.54/boe at YE 2012. Debt/boe PD declined to
$13.64/boe from $13.97/boe at YE 2012. Debt/flowing barrel rose to
$34,690/barrel from $25,880/barrel due to the company's flat 2013
production. Looking forward, Fitch anticipates that any additional
near-term improvements in credit ratios are likely to come through
EBITDA growth and reserve additions rather than through
significant additional debt reductions.

Limited Ultra Deep Shelf Commitment

It is important to note that the company's 2013 reserve and
production figures exclude the impacts of the ultra-deep shelf
program, which Fitch anticipates should begin to be booked despite
ongoing delays at the Davy Jones #1 well. EXXI has participated in
8 ultra-deep shelf wells to date with participation levels of 9 -
20%. The company seeks to limit its total exposure to these
projects to less than 10% of expected cash flow in any one year,
and EXXI's strategy has been to fund this higher risk exploration
drilling with lower risk drilling prospects across the rest of its
portfolio. Total investments at June 30, 2013 were limited and
included Davy Jones #1 and #2 ($147 million), Blackbeard East ($51
million), Lafitte ($40 million), Blackbeard West #1 and #2 ($57
million), Lineham Creek ($17 million), and Lomond North ($21
million).

Liquidity

EXXI's liquidity was adequate at June 30, 2013, and included
availability on its main revolver of approximately $286 million
after borrowings of $339 million and LoCs of $225 million. The
revolver, which expires in April 2018, is secured by a borrowing
base linked to at least 85% of the company's proven properties.
Similar to other borrowing-based revolvers, the base periodically
resizes in line with the underlying value of the collateral.
Revolver commitments are $1.7 billion and the current size of the
borrowing base is $850 million. We anticipate the facility will be
upsized at the next borrowing base redetermination given the
significant increase in proved reserves.

Key revolver covenants include maximum leverage of 3.5x; minimum
interest coverage of 3.0x; and a minimum current ratio of 1.0x, as
well as change of control provisions and restricted payments. The
company had ample headroom on all covenants at June 30, 2013.
Restrictions on dividends from EXXI gulf coast to its Bermuda
parent were recently loosened to include $350 million per year,
subject to liquidity and minimum cumulative consolidated net
income tests. EXXI's other maturities are light, with the no major
bonds maturities due over the next three years.

Recovery Rating

Fitch's Recovery Rating (RR) of '1' on EXXI's secured revolving
credit facility indicates outstanding recovery prospects (91% -
100%) for holders of this debt. The revolver is secured by at
least 85% of the total value of proven reserves of the company and
its subsidiaries. The RR for EXXI's senior unsecured notes of '4'
indicates average recovery prospects (31%-50%) for holders of
these issues.

Other Liabilities

EXXI's other liabilities are manageable. The company's Asset
Retirement Obligation (ARO) dropped to $287.8 million at June 30,
2013 from $301.4 million the year prior. EXXI recently provided a
guarantee to its 20% joint venture M21k for the payment of that
company's ARO ($65 million) and other liabilities ($1.8 million)
in exchange for a $6.3 million payment from M21k. EXXI hedges a
significant portion of its expected output using a range of
instruments, including swaps, collars, 3-way collars, and puts. At
June 30, 2013, the company had no collateral posted with
counterparties and had a net derivative asset of approximately
$60.28 million. Other obligations were limited at June 30, 2013,
and included undiscounted operating lease payments of $16.04
million, and rig commitments of $107.6 million.

Ratings Sensitivities

Positive: Future developments that may lead to positive rating
actions include:

-- Increased size, scale and portfolio diversification,
   accompanied by a trend of continued improvement in debt/boe
   metrics and a managerial commitment to lower debt levels.

Negative: Future developments that could lead to negative rating
action include:

-- A major operational issue such as a well blowout or extensive
   facility damage not covered by existing insurance;

-- A change in philosophy on use of balance sheet, which could
   include debt funded financing of a large acquisition, capex or
   share buybacks; or a sustained collapse in oil prices without
   other adjustments to capex.


ENERGY FUTURE: Moody's Lowers CFR to 'Caa1'; Outlook Negative
-------------------------------------------------------------
Moody's Investors Service downgraded the Corporate Family Rating
for Energy Future Intermediate Holding LLC to Caa1 from B3. In
addition, Moody's lowered EFIH's Probability of Default Rating to
Caa1-PD from B3-PD. The rating outlook remains negative.

"We see an increasing likelihood that EFIH will be affected by the
restructuring contagion at Energy Future Competitive Holdings
Company LLC, despite the attempts to disentangle the legal
entities" said Jim Hempstead, Associate Managing Director "As a
result, and based on recent company disclosures, we now think EFIH
and its ultimate parent holding company, Energy Future Holdings
Corp, will likely be included in any bankruptcy restructuring
events that could be announced as early as the next quarter."

The debt instrument ratings that continue to reside at Energy
Future Holdings Corp, the parent organization, are included within
the corporate family boundaries of EFIH.

Ratings Rationale:

EFIH's Caa1 CFR and Caa1-PD PDR reflect the increasing contagion
risk with its more distressed affiliate, EFCH, as well as its
significant leverage, which points to a capital structure that may
become untenable over the longer term horizon, absent any new
liquidity infusions or debt reductions. The ratings also reflect
the complex intercompany lending arrangements that EFIH maintains
with its parent, EFH, and the potential implications that such a
relationship may have on EFH and EFIH in an EFCH or TCEH
restructuring. The Caa1 CFR still incorporates some of the stable
and predictable revenue and cash flow streams of the 80% parent
owned rate regulated subsidiary, Oncor Electric Delivery Company
LLC (Baa3 senior secured stable), which is considered to be
sufficiently ring-fenced from any restructuring or bankruptcy
contagion, despite the broad powers that bankruptcy courts enjoy.
Because of the strength of these ring-fence type provisions,
including the limitations around dividends, there is now an eight
notch rating difference between EFIH's CFR and Oncor's senior
secured debt, even though EFIH indirectly owns Oncor.

EFIH's corporate family boundaries include the remaining debt that
resides at EFH, but does not include the debt at Oncor, due to its
ring-fence type provisions. Moody's still believes that EFH might
engage in additional liability management and debt exchange
activities aimed to transfer EFH's remaining debt securities to
EFIH from EFH.

The Caa1 CFR factors in EFIH's dependence on unreliable external
sources of liquidity, which is a growing risk to its already weak
capital structure. Moreover, Moody's views the EFH senior
unsecured (legacy) note maturity in November 2014 as a risk factor
for EFIH, because EFIH owns approximately $282 million of the note
and repayment of the note is important to EFIH's 2014 liquidity
profile. EFH's stand-alone ability to repay this note is
questionable, absent an infusion of liquidity.

Based on Moody's LGD methodology and the Caa1 CFR, EFIH's $4.0
billion of senior secured 1st lien notes (which looks to the
implied equity value of Oncor as collateral) are rated B3 LGD3 32%
(downgraded from B2 LGD3 33%). The Loss Given Default model output
indicates a B2 rating for the 1st lien, but a one notch downgrade
override was applied to reflect the stock collateral pledge; the
$2.2 billion of senior secured 2nd lien notes are rated Caa1 LGD4,
53% (downgraded from B3 LGD4, 53%) and the $1.4 billion of senior
unsecured notes due 2018 are rated Caa1 LGD4, 53% (downgraded from
B3 LGD4, 53%).

Because EFH is included within the EFIH corporate family
boundaries, the Caa1 CFR for EFIH and Moody's LGD methodology also
drive the instrument ratings for EFH's remaining debt securities.
There are $2 million of senior notes due 2019 that used to share,
pro-rata, the collateral value of EFIH's senior secured 1st lien
notes, the implied equity value in Oncor. The lien was removed as
part of recent liability management and debt exchange activities.
As such, the security now carries the same rating as EFH's senior
unsecured (legacy) notes, Caa3 LGD6 95% (downgraded from Caa2
LGD4, 95%). The lien was also removed from EFIH's 9.75% senior
secured 1st lien notes due 2019, which are rated as senior
unsecured debt instruments at Caa1 LGD4, 53% (downgraded from B3
LGD4, 53%).

EFH's $60 million of remaining senior unsecured LBO notes due
2017, which are guaranteed by both EFIH and EFCH, are rated Caa3,
LGD6 90% (downgraded from Caa2, LGD6 90%) and the $1.8 billion of
EFH's senior unsecured (legacy) notes due 2014, 2024 and 2034 are
rated Caa3, LGD6 95% (downgraded from Caa2, LGD6 95%). Moody's
notes that EFIH owns approximately $1.2 billion of the EFH senior
unsecured (legacy) notes.

EFIH's speculative grade liquidity rating remains a SGL-4. Moody's
estimates slightly more than $575 million in cash at EFIH, which
will be supplemented by Oncor's upstream dividend (approximately
$250 million, excluding the minority investors) and the interest
income associated with the $1.2 billion of EFH's senior unsecured
(legacy) notes owned by EFIH (approximately $80 million in annual
interest income for 2013 and 2014). Combined, EFIH's approximately
$320 million in cash inflows is insufficient to fully address the
approximately $615 million in cash interest expenses, so the cash
balance will quickly be reduced over the next few quarters. This
expected reduction in cash balances means EFIH will need to rely
on external sources of cash over the near term horizon.

Moody's expects EFIH to potentially have two sources of cash
infusion over the next eight quarters: up to $250 million in
remaining second lien debt capacity and the November 15, 2014
maturity of EFH's 5.55% senior unsecured (legacy) notes, of which
EFIH owns roughly $280 million in principal. Neither source of
liquidity is strong or reliable, since EFH's ability to repay the
2014 debt maturity is uncertain and EFIH's incremental second lien
capacity is subject to market conditions.

As a result, the outlook on EFIH's ratings is negative, primarily
reflecting its weak liquidity profile, its heavy indirect reliance
on Oncor for upstream dividend and tax payments and the potential
for contagion risk from an EFCH-TCEH restructuring.

Moody's has taken the following actions:

The following ratings were changed:

Ratings downgraded:

Issuer: Energy Future Intermediate Holding Company LLC

Corporate Family Rating: Caa1

Probability of Default Rating: Caa1-PD

Speculative Grade Liquidity Rating: SGL-4

Rating Outlook: Negative

9.75% Sr Sec 1st Lien Notes due 10/15/2019 (now senior
unsecured) to Caa1 LGD4, 53% from B3 LGD4, 53%

10% Sr Sec 1st Lien Notes due 12/01/2020 to B3 LGD3, 32% from B2
LGD3, 33%

6.875% Sr Sec 1st Lien Notes due 08/15/2017 to B3 LGD3, 32% from
B2 LGD3, 33%

11.75% Sr Sec 2nd Lien Notes due 03/01/2022 to Caa1 LGD4, 53%
from B3 LGD4, 53%

11.25%/12.25% Sr Unsec PIK Notes due 2018: to Caa1 LGD4, 53%
from B3 LGD4, 53%

Issuer: Energy Future Holdings Corp

10.875% Sr Unsec Notes due 11/01/2017 to Caa3 LGD6, 90% from
Caa2 LGD6, 90%

11.25/12% Sr Unsec Toggle Notes due 11/01/2017 to Caa3 LGD6, 90%
from Caa2 LGD6, 90%

9.75% Sr Sec 1st Lien EFIH Transfer Notes due 10/15/2019 (senior
unsecured) to Caa3 LGD6, 95% from Caa2 LGD6, 95%

10% Sr Sec 1st Lien EFIH Transfer Notes due 1/15/2020 (now
senior unsecured) to Caa3 LGD6, 95% from Caa2 LGD6, 95%

5.55% Legacy Sr Unsec Notes Series P due 11/15/2014 to Caa3
LGD6, 95% from Caa2 LGD6, 95%

6.5% Legacy Sr Unsec Notes Series P due 11/15/2024 to Caa3 LGD6,
95% from Caa2 LGD6, 95%

6.55% Legacy Sr Unsec Notes Series P due 11/15/2034 to Caa3
LGD6, 95% from Caa2 LGD6, 95%

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


EQUIPOWER RESOURCES: S&P Assigns 'BB' Rating to $635MM Loan
-----------------------------------------------------------
Standard & Poor's Rating Services said it assigned its 'BB' issue-
level rating and '1' recovery rating to power project EquiPower
Resources Holdings LLC's $635 million first lien term loan due
2019.  The outlook is stable.

EquiPower is using proceeds to purchase the 1,093 megawatt (MW)
Kincaid coal plant and 50% equity interest in the simple-cycle 735
MW Elwood plant, both in the PJM Interconnection region.  The
purchase increases the portfolio's generation capacity to
4,221 MW.  The project will use debt proceeds and equity to retire
its existing $200 million second-lien debt and add liquidity at
EquiPower, while also providing $43 million of liquidity at the
Elwood asset.  S&P will withdraw the rating on the $200 million
second-lien debt when it is retired.  S&P includes the
proportionate share of project-level debt at Elwood in its
consolidated debt calculation ($88 million, in line with the 50%
share).  However, S&P notes that this debt is nonrecourse to
EquiPower.  Debt is repaid from capacity-, hedge-, and energy-
market revenues, with repayment accelerated by 100% cash flow
sweeps.

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

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

"We see more downside risk than upward momentum for credit
quality.  In our view, the age of some assets compared with peers
may cause risk to the ratings due to operational issues such as
more frequent forced outages than currently estimated, or
availability that is lower than expected.  Ratings may also be
affected if Kincaid needed greater environmental compliance-
related investment.  A downgrade is also possible if merchant
revenue suffered from factors such as lower-than-expected spark
spreads or operational performance, or higher operating and
maintenance costs that led to expected debt at maturities being
greater than about $250 per kW or DSCR declining below 1.3x on a
steady basis," S&P added.

An upgrade is unlikely given the high initial leverage, and would
require a large and sustainable improvement in merchant market
prices that would lead to refinancing risk of below $100 per kW
and debt service coverage levels consistently above 1.75x.


EXIDE TECHNOLOGIES: Court Approves Amended Annual Incentive Plan
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware entered an
order approving an annual incentive plan that replaced the fiscal
2014 Annual Incentive Plan approved by the Organization &
Compensation Committee of the Board of Directors of Exide
Technologies for certain employees and named executive officers
other than the chief executive officer and approved by the Board
for the chief executive officer on March 27, 2013.

The Amended AIP provides for certain annual awards to be paid to
the named executive officers (other than the chief executive
officer) upon the achievement of some or all of the following
performance metrics:

   * Corporate Consolidated EBITDA ("Corporate EBITDA"), defined
     as earnings before interest, taxes, depreciation,
     amortization and restructuring, and excludes the impact of
     one-time events, such as non-operating gains and losses,
     asset impairments, up to $5 million of environmental
     remediation charges and reorganization-related expenses.
     Corporate EBITDA also excludes the costs of various incentive
     plans approved by the Bankruptcy Court.

   * Corporate Free Cash Flow ("CFCF"), defined as cash from
     operating activities as determined from the statement of cash
     flows in the audited financial statements, excluding fees and
     expenses for all bankruptcy-related professionals.

   * Regional EBITDA ("Region EBITDA"), defined as the region's
     earnings before interest, taxes, depreciation, amortization
     and restructuring, and excludes the impact of one-time
     events, such as non-operating gains and losses, asset
     impairments, up to $5 million of environmental remediation
     charges and reorganization-related expenses.  Region EBITDA
     also excludes the costs of various incentive plans approved
     by the Bankruptcy Court.

   * Regional Free Cash Flow ("RFCF"), defined as the region's
     cash from operating activities as determined from documents
     used to develop consolidated statement of cash flows in the
     audited financial statements, excluding fees and expenses for
     all bankruptcy-related professionals.

Michael Ostermann's target payout under the Amended AIP is 60
percent of his annual base salary and his performance metrics are
weighted as follows: Regional EBITDA (50 percent), RFCF (30
percent) and Corporate EBITDA (20 percent).

Phillip A. Damasaka's target payout under the Amended AIP is 60
percent of his base salary and his performance metrics are
weighted as follows: Corporate EBITDA (70 percent) and CFCF (30
percent).

Barbara A. Hatcher's target payout under the Amended AIP is 50
percent of her base salary and her performance metrics are
weighted as follows: Corporate EBITDA (70 percent) and CFCF (30
percent).

The Amended AIP contains minimum threshold targets for Corporate
EBITDA and Regional EBITDA below which no payout under the Amended
AIP will be made.  In no event may awards under the Amended AIP
exceed 200 percent of a participant's target payout.

                     About Exide Technologies

Headquartered in Princeton, New Jersey, Exide Technologies
(NASDAQ: XIDE) -- http://www.exide.com/-- manufactures and
distributes lead acid batteries and other related electrical
energy storage products.

Exide first sought Chapter 11 protection (Bankr. Del. Case No.
02-11125) on April 14, 2002 and exited bankruptcy two years after.
Matthew N. Kleiman, Esq., and Kirk A. Kennedy, Esq., at Kirkland &
Ellis, and James E. O'Neill, Esq., at Pachulski Stang Ziehl &
Jones LLP represented the Debtors in their successful
restructuring.

Exide returned to Chapter 11 bankruptcy (Bankr. D. Del. Case No.
13-11482) on June 10, 2013.

For the new case, Exide has tapped Anthony W. Clark, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, and Pachulski Stang
Ziehl & Jones LLP as counsel; Alvarez & Marsal as financial
advisor; Sitrick And Company Inc. as public relations consultant
and GCG as claims agent.

The Debtor disclosed $1.89 billion in assets and $1.14 billion in
liabilities as of March 31, 2013.

Exide's international operations were not included in the filing
and will continue their business operations without supervision
from the U.S. courts.

The Official Committee of Unsecured Creditors is represented by
Lowenstein Sandler LLP and Morris, Nichols, Arsht & Tunnell LLP as
co counsel.  Zolfo Cooper, LLC serves as its bankruptcy
consultants and financial advisors.


EXPERIENCE ART: Incurs $240K Net Loss in Second Quarter
-------------------------------------------------------
Experience Art and Design, Inc., filed its quarterly report on
Form 10-Q, reporting a net loss of $240,294 on $121,631 of revenue
for the three months ended June 30, 2013, compared with a net loss
of $89,205 on $90,857 of revenue for the same period last year.

The Company reported a net loss of $327,607 on $121,638 of revenue
for the six months ended June 30, 2013, compared with a net loss
of $178,502 on $149,693 of revenue for the corresponding period of
2012.

"This loss in both periods was primarily due to the increase in
general and administrative expenses due to one-time costs related
to the purchase transaction and the general inactivity of the
Chiurazzi Foundry."

The Company's balance sheet at June 30, 2013, showed $2.6 million
in total assets, $3.6 million in total liabilities, and a
stockholders' deficit of $960,152.

The Company said: "For the six months ended June 30, 2013, the
Company has a loss from operations of $327,607 and had an
accumulated deficit of $1,559,501 as of June 30, 2013.  The
Company intends to fund operations through equity financing
arrangements, which may be insufficient to fund its capital
expenditures, working capital and other cash requirements for the
year ending Dec. 31, 2013.

"These factors, among others, raise substantial doubt about the
Company's ability to continue as a going concern."

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

Wilsonville, Oregon-based Experience Art and Design, Inc. (OTC BB:
EXAD), formerly Clear System Recycling, Inc., through its wholly-
owned subsidiary, Chiurazzi Internazionale S.r.l., an Italian
Company, owns more than 1,650 historic bronze sculpture moulds
representing ancient historic masterpieces (the "Chiurazzi Mould
Collection").  The Company's focus is to create reproductions (the
"Chiurazzi Collection") of such masterpieces from the Chiurazzi
Mould Collection at the Company's Italian foundry.  The foundry,
located in Casoria, Italy (the "Chiurazzi Foundry"), is the
facility where the reproduction sculptures are created from the
Chiurazzi Mould Collection.

On May 7, 2013, the Company completed the acquisition of the all
of the assets of Chiurazzi Internazionale S.r.l. pursuant to the
terms of the purchase agreement with CI Holdings, Inc.  The
Company acquired Chiurazzi Srl, with Chiurazzi Srl continuing as
the accounting acquirer and becoming a wholly-owned subsidiary of
the Company.  In connection with the acquisition, 9,700,000 common
shares were issued to acquire 100% of the assets, liabilities, and
equity of Chiurazzi Srl.  The Company also assumed a secured note
payable to Chiurazzi International, LLC, for $2,540,000 in
conjunction with the acquisition.  At the closing of the purchase
transaction, the Company canceled 23,000,000 shares of restricted
common stock held by Arthur John Carter, the Company's President
prior to the purchase transaction.


EPAZZ INC: Amends Second Quarter Form 10-Q to Add Exhibit
---------------------------------------------------------
Epazz, Inc., amended its quarterly report on Form 10-Q for the
period ended June 30, 2013, to furnish the interactive data files
as Exhibit 101, in accordance with Rule 405 of Regulation S-T.  No
other changes have been made to the Form 10-Q, as originally filed
on Aug. 19, 2013.  A copy of the Form 10-Q/A is available for free
at http://is.gd/MctYyK

                          About EPAZZ Inc.

Chicago, Ill.-based EPAZZ, Inc., was incorporated in the State of
Illinois on March 23, 2000, to create software to help college
students organize their college information and resources.  The
idea behind the Company was that if the information and resources
provided by colleges and universities was better organized and
targeted toward each individual, the students would encounter a
personal experience with the college or university that could lead
to a lifetime relationship with the institution.  This concept is
already used by business software designed to retain relationships
with clients, employees, vendors and partners.

Epazz incurred a net loss of $1.90 million on $1.19 million of
revenue for the year ended Dec. 31, 2012, as compared with a net
loss of $336,862 on $735,972 of revenue for the year ended
Dec. 31, 2011.  As of March 31, 2013, the Company had $1.29
million in total assets, $1.87 million in total liabilities and a
$585,790 total stockholders' deficit.

M&K CPAS, PLLC, in Houston, 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 has an accumulated deficit of $(4,114,756) and a
working capital deficit of $(681,561), which raises substantial
doubt about its ability to continue as a going concern.

                        Bankruptcy Warning

"We cannot be certain that any such financing will be available on
acceptable terms, or at all, and our failure to raise capital when
needed could limit our ability to continue and expand our
business.  We intend to overcome the circumstances that impact our
ability to remain a going concern through a combination of the
commencement of additional revenues, of which there can be no
assurance, with interim cash flow deficiencies being addressed
through additional equity and debt financing.  Our ability to
obtain additional funding for the remainder of the 2012 year and
thereafter will determine our ability to continue as a going
concern.  There can be no assurances that these plans for
additional financing will be successful.  Failure to secure
additional financing in a timely manner to repay our obligations
and supply us sufficient funds to continue our business operations
and on favorable terms if and when needed in the future could have
a material adverse effect on our financial performance, results of
operations and stock price and require us to implement cost
reduction initiatives and curtail operations.  Furthermore,
additional equity financing may be dilutive to the holders of our
common stock, and debt financing, if available, may involve
restrictive covenants, and strategic relationships, if necessary
to raise additional funds, and may require that we relinquish
valuable rights.  In the event that we are unable to repay our
current and long-term obligations as they come due, we could be
forced to curtail or abandon our business operations, and/or file
for bankruptcy protection; the result of which would likely be
that our securities would decline in value and/or become
worthless," according to the Company's annual report for the
period ended Dec. 31, 2012.


FAIRBANKS PROPERTIES: Case Summary & 8 Unsecured Creditors
----------------------------------------------------------
Debtor: Fairbanks Properties, L.L.C.
        15575 Bluebird St NW
        Andover, MN 55304

Bankruptcy Case No.: 13-44201

Chapter 11 Petition Date: August 27, 2013

Court: United States Bankruptcy Court
       District of Minnesota (Minneapolis)

Judge: Kathleen H. Sanberg

Debtor's Counsel: James C. Brand, Esq.
                  Clinton E. Cutler, Esq.
                  FREDRIKSON & BYRON PA
                  200 S Sixth Ste 4000
                  Minneapolis, MN 55402-1425
                  Tel: (612) 492-7408
                  E-mail: jbrand@fredlaw.com
                          ccutler@fredlaw.com

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

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

A copy of the Company's list of its largest unsecured creditors,
filed together with the petition, is available for free at
http://bankrupt.com/misc/mnb13-44201.pdf

The petition was signed by Daniel J. Fairbanks, chief manager.


FIRST DATA: Added Joseph Plumeri to Board of Directors
------------------------------------------------------
The Board of Directors of First Data Corporation voted to expand
the number of directors that constitute the Board from five to six
and elected Joseph J. Plumeri as a director of the Company.  Mr.
Plumeri was chief executive officer of Willis Group Holdings plc
from October 2000 to January 2013 and Chairman of its Board from
2001 to July 2013.  The Board may appoint Mr. Plumeri to one or
more committees of the Board but any appointment will be
determined at a future date.

First Data Holdings Inc., the parent company of the Company, also
elected Mr. Plumeri to its board of directors and he will receive
the standard compensation paid to non-employee directors of First
Data Holdings Inc.

                          About First Data

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

The Company's balance sheet at June 30, 2013, showed $43.70
billion in total assets, $41.67 billion in total liabilities,
$65.2 million in redeemable noncontrolling interest, and $1.95
billion in total equity.

                           *     *     *

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


FIRST SEALORD: Must Face Clawback Suit, Pa. Court Says
------------------------------------------------------
Law360 reported that a Pennsylvania appeals court ruled that an
excavation company could skip the statutory claims process and sue
First Sealord Surety Inc., which is in liquidation, to recoup $1
million in collateral on performance bonds the company says the
insurer improperly diverted into operating accounts.

According to the report, a three-judge Commonwealth Court panel
found that a liquidator for First Sealord Surety Inc. could not
dodge the lawsuit by arguing that Tenco Excavating Inc. had to
rely on the administrative claims process outlined in
Pennsylvania's Insurance Department Act of 1921.

Commonwealth Court approved the Pennsylvania Insurance
Department's petition to liquidate First Sealord Surety Insurance,
state Insurance Commissioner Michael Consedine announced on
Feb. 8, 2012.  First Sealord, a bond and surety company based in
Villanova, had experienced a steep drop in its surplus.

First Sealord Surety began its operations in 1991 as a mono-line
insurance company underwriting surety bonds. The firm insured
construction general contractors and subcontractors against loss.
Until recently, when it stopped writing bonds, it offered coverage
in 39 states.


FIRST SECURITY: 401(K) Plan "Blackout Period" on Sept. 16 to 23
---------------------------------------------------------------
First Security Group, Inc., sent a notice to its Plan
participants, including certain executive officers, informing them
of a "blackout period" with respect to the First Security Group,
Inc. 401(k) and Employee Stock Ownership Plan.

The "blackout period" is expected to begin during the week of
Sept. 16, 2013, and end during the week of Sept. 23, 2013.  During
the "blackout period," Plan participants will be unable to access
the portion of their accounts invested in the common stock of the
Company.  A copy of the Notice is available for free at:

                       http://is.gd/YTcYnS

                    About First Security Group

First Security Group, Inc., is a bank holding company
headquartered in Chattanooga, Tennessee, with $1.2 billion in
assets as of Sept. 30, 2010.  Founded in 1999, First
Security's community bank subsidiary, FSGBank, N.A., has 37 full-
service banking offices, including the headquarters, along the
interstate corridors of eastern and middle Tennessee and northern
Georgia and 325 full-time equivalent employees.  In Dalton,
Georgia, FSGBank operates under the name of Dalton Whitfield Bank;
along the Interstate 40 corridor in Tennessee, FSGBank operates
under the name of Jackson Bank & Trust.

In the auditors' report accompanying the financial statements for
year ended Dec. 31, 2011, Joseph Decosimo and Company, PLLC, in
Chattanooga, Tennessee, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has recently incurred substantial
losses.  The Company is also operating under formal supervisory
agreements with the Federal Reserve Bank of Atlanta and the Office
of the Comptroller of the Currency and is not in compliance with
all provisions of the Agreements.  Failure to achieve all of the
Agreements' requirements may lead to additional regulatory
actions.

The Company reported a net loss of $23.06 million in 2011, a net
loss of $44.34 million in 2010, and a net loss of $33.45 million
in 2009.  The Company's balance sheet at March 31, 2013, showed
$1.04 billion in total assets, $1.01 billion in total liabilities
and $20.99 million in total shareholders' equity.


FLORIDA GAMING: Can Use Cash Collateral; Court Keeps Receiver
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Miami Jai-Alai, the owner of a jai-alai fronton and
casino, can continue operating by using secured lenders' cash
collateral, although the receiver installed by the lenders before
bankruptcy stays in place.  Formally named Florida Gaming Centers
Inc., the Miami-based company won approval to continue using cash
representing collateral for secured lenders' claims.  There will
be another hearing on Sept. 11 for continued right to use cash.

According to the report, the state-court receiver appointed before
bankruptcy continues operating the properties, as provided in the
August 28 order by the bankruptcy judge.  However, the receiver
has "no authority with respect to directing the debtor's strategy
in connection with the Chapter 11 case," the judge said in his
order. Continuation of the receiver doesn't alter the casino's
exclusive plan-filing rights.  Although the receiver can be paid,
the company can't use cash to pay any other professionals.

                    About Florida Gaming

Florida Gaming Centers Inc. filed for Chapter 11 bankruptcy
(Bankr. S.D. Fla. Case No. 13-29597) in Miami on Aug. 19, 2013.
Florida Gaming Centers operates a casino and jai-alai frontons in
Miami.  The Company listed debt of $138.3 million and assets of
$180 million in its petition.

Its parent, Florida Gaming Corp. (FGMG:US), and two other
affiliates also sought court protection.

Florida Gaming previously negotiated a sale of virtually all its
assets to casino operator Silvermark LLC for $115 million in cash
and $14 million in assumed liabilities.  A provision in the
financing agreement required Florida Gaming to make an additional
payment to the lender -- ABC Funding -- if the assets are sold to
third party.  Jefferies LLC was hired to determine that amount,
about $26.8 million, and valued the company at more than $180
million.

Luis Salazar, Esq., Esq., at Salazar Jackson in Miami, represents
Florida Gaming.


FLORIDA GAMING: Prepetition Lenders Object to Cash Collateral Use
-----------------------------------------------------------------
ABC Funding, LLC, as Administrative Agent for Summit Partners
Subordinated Debt Fund IV-A, L.P., Summit Partners Subordinated
Debt Fund IV-B, L.P., JPMorgan Chase Bank, N.A., Locust Street
Funding LLC, Canyon Value Realization Fund, L.P., Canyon Value
Realization Master Fund, L.P., Canyon Distressed Opportunity
Master Fund, L.P., and Canyon-GRF Master Fund II, L.P., object to
Florida Gaming Centers, Inc., et al.'s proposed use of the cash
collateral securing their prepetition indebtedness.

The Prepetition Lenders, owed more than $127 million by the
Debtors, complain that "the purported adequate protection offered
by the Debtors is illusory and is almost completely devoid of
typical protections afforded secured lenders.  The Debtors rely
almost completely on a valuation by Jefferies -- which was
conducted at the Lenders' demand pursuant to the Warrant Agreement
(as defined in the Motion) -- to argue that there is a significant
equity cushion to protect the Lenders.  Yet the Debtors have been
pursuing for months, including for two months since the issuance
of the Jefferies valuation, a transaction with Silvermark that
would yield materially less than the $180 million valuation
amount.  The Debtors also do not account for the secured debt of
Miami-Dade County or the continuing accrual of interest on the
Lenders' claim in calculating the alleged equity cushion.  Nor do
the replacement liens proposed by the Debtors provide any
protection to the Lenders.  Those proposed liens are limited to
'post-petition assets to the extent that the post-petition assets
are the same as the applicable pre-petition collateral' that is
encumbered by the Lenders' existing liens.  It is not clear what,
if any, value such liens provide."

The Prepetition Lenders are represented by Dennis Twomey, Esq. --
dtwomey@sidley.com -- and Andrew F. O'Neill, Esq. --
aoneill@sidley.com -- at SIDLEY AUSTIN LLP, in Chicago, Illinois;
and Drew M. Dillworth, Esq. -- ddillworth@stearnsweaver.com -- and
Marissa D. Kelley, Esq. -- mkelley@stearnsweaver.com -- at STEARNS
WEAVER MILLER WEISSLER ALHADEFF & SITTERSON, P.A., in Miami,
Florida.

Douglas Hanks, writing for the Miami Herald, reported that Judge
Robert A. Mark at an afternoon hearing on Aug. 21 allowed Florida
Gaming to continue spending its cash on operations while owners,
bankers and a potential buyer of the business fight it out in
bankruptcy court.

                       About Florida Gaming

Florida Gaming Centers Inc. filed for Chapter 11 bankruptcy
(Bankr. S.D. Fla. Case No. 13-29597) in Miami on Aug. 19, 2013.
Florida Gaming Centers operates a casino and jai-alai frontons in
Miami.  The Company listed debt of $138.3 million and assets of
$180 million in its petition.

Its parent, Florida Gaming Corp. (FGMG:US), and two other
affiliates also sought court protection.

Florida Gaming previously negotiated a sale of virtually all its
assets to casino operator Silvermark LLC for $115 million in cash
and $14 million in assumed liabilities.  A provision in the
financing agreement required Florida Gaming to make an additional
payment to the lender -- ABC Funding -- if the assets are sold to
third party.  Jefferies LLC was hired to determine that amount,
about $26.8 million, and valued the company at more than $180
million.

Luis Salazar, Esq., Esq., at Salazar Jackson in Miami, represents
Florida Gaming.


FOUR OAKS: Incurs $104,000 Net Loss in Second Quarter
-----------------------------------------------------
Four Oaks Fincorp, Inc., reported a net loss for the second
quarter ended June 30, 2013, of $104,000 as compared with net
income of $29,000 for the same period last year.  The Company
reported a net loss $27,000 for the six months ended June 30,
2013, as compared with net income of $581,000 for the same period
of 2012.

The provision for loan losses for the six months ended June 30,
2013, of $35,000 was greater than the negative provision of
$286,000 for the same period in 2012.  The Company had $2.5
million in net charge-offs recognized during the six months ended
June 30, 2013, as compared to $2.4 million in net charge-offs
recognized for the same period in 2012. Nonaccrual loans were
$34.0 million at June 30, 2013, a decrease of $2.0 million from
$36.0 million at Dec. 31, 2012.

The Bank was well capitalized at June 30, 2013, with total risk
based capital of 10.95 percent, tier 1 risk based capital of 9.68
percent, and leverage ratio of 5.58 percent.  At June 30, 2012,
the Bank had total risk based capital of 10.95 percent, tier 1
risk based capital of 9.68 percent, and leverage ratio of 5.53
percent.  The Company had total risk based capital of 10.82
percent, tier 1 risk based capital of 6.38 percent, and leverage
ratio of 3.68 percent at June 30, 2013, as compared to 11.49
percent, 7.92 percent, and 4.52 percent, respectively, at June 30,
2012.

Non-interest income for the three and six months ended June 30,
2013, increased $0.3 million and $0.6 million, respectively, to
$1.7 million and $3.8 million from $2.0 million and $3.2 million
for the same periods in 2012.  This increase was the result of the
gain from the sale of two branches to First Bank in the amount of
$0.6 million, and non-interest income generated by the mortgage
services division of $0.3 million, offset by a decrease in the
gain on available for sale securities of $0.3 million.

Total assets of $828.9 million at June 30, 2013, declined 4.23
percent from $865.5 million at Dec. 31, 2012.  Net cash, cash
equivalents, and investments of $301.2 million at June 30, 2013,
decreased 0.81 percent compared to $303.7 million at Dec. 31,
2012.

Chairman, President, and Chief Executive Officer, Ayden R. Lee,
Jr. states, "We have made significant improvements in asset
quality in the past four quarters.  As we continue to reduce
nonperforming assets, our earnings are expected to improve due to
improved net interest margins and reductions in the cost of
carrying nonperforming assets.  We remain vigilant in looking for
opportunities to cut costs of operations and increase revenues
while providing our customers with the exceptional service that
they expect and deserve from their hometown community bank."

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

                         http://is.gd/4FHgcd

                           About Four Oaks

Based in Four Oaks, North Carolina, Four Oaks Fincorp, Inc., is
the bank holding company for Four Oaks Bank & Trust Company.  The
Company has no significant assets other than cash, the capital
stock of the bank and its membership interest in Four Oaks
Mortgage Services, L.L.C., as well as $1,241,000 in securities
available for sale as of Dec. 31, 2011.

Four Oaks disclosed a net loss of $6.96 million in 2012, as
compared with a net loss of $9.09 million in 2011.  The Company's
balance sheet at March 31, 2013, showed $803.44 million in total
assets, $780.69 million in total liabilities and $22.74 million in
total shareholders' equity.

"The Company and the Bank entered into a formal written agreement
(the "Written Agreement") with the Federal Reserve Bank of
Richmond ("FRB") and the North Carolina Office of the Commissioner
of Banks ("NCCOB") that imposes certain restrictions on the
Company and the Bank, as described in Notes H - Trust Preferred
Securities and Note K - Regulatory Restrictions.  A material
failure to comply with the Written Agreement's terms could subject
the Company to additional regulatory actions and further
restrictions on its business, which may have a material adverse
effect on the Company's future results of operations and financial
condition.

"In order for the Company and the Bank to maintain its well
capitalized position under federal banking agencies' guidelines,
management believes that the Company may need to raise additional
capital to absorb the potential future credit losses associated
with the disposition of its nonperforming assets.  Management is
in the process of evaluating various alternatives to increase
tangible common equity and regulatory capital through the issuance
of additional equity.  The Company is also working to reduce its
balance sheet to improve capital ratios and is actively evaluating
a number of capital sources, asset reductions and other balance
sheet management strategies to ensure that the projected level of
regulatory capital can support its balance sheet long-term.  There
can be no assurance as to whether these efforts will be
successful, either on a short-term or long-term basis.  Should
these efforts be unsuccessful, the Company may be unable to
discharge its liabilities in the normal course of business.  There
can be no assurance that the Company will be successful in any
efforts to raise additional capital during 2013," according to the
Company's annual report for the period ended Dec. 31, 2012.


GARLOCK SEALING: Bankruptcy Trial Concludes in N.C.
---------------------------------------------------
T.K. Kim, writing for Legal Newsline, reported that after more
than three weeks of testimony with expert witnesses and lawyers
flown in from across the country, the bankruptcy trial for Garlock
Sealing Technologies concluded on Aug. 22 with one glaring
question left unanswered -- just how much money the company sued
for making asbestos-containing products decades ago will need to
put in a trust to escape bankruptcy.

According to the report, Garlock has proposed a figure of about
$270 million. Lawyers representing asbestos claimants want a
billion dollars more than that.

According to the report, during the Aug. 22 hearing, Judge George
Hodges closed the courtroom to anyone who had not signed
confidentiality agreements during the testimony of David Glaspy, a
California lawyer who has defended Garlock on more than 25,000
asbestos claims.

The trial began in July at the U.S. Bankruptcy Court for the
Western District of North Carolina.  Judge Hodges will now
determine the estimated liability of the company for current and
future asbestos claims.

The report notes that attorneys for Legal Newsline have appealed
Judge Hodge's decision to close off testimony and portions of the
record of several witnesses.  Legal Newsline filed its motion
earlier this month.  Judge Hodges previously denied a Garlock
motion to remove confidentiality designations from evidence
relating to the trust claim in addition to a Legal Newsline motion
filed shortly after the judge closed his courtroom during the
testimony of a law professor speaking about fraud and abuse on the
part of claimants.

According to the report, in a written order explaining his
decision denying the Legal Newsline motion, Judge Hodges stated
several factors including the circumstances of certain asbestos
plaintiffs' cases, plaintiffs' particular exposures, "how the law
firms responded to discovery, the questions they asked their
clients in so responding, and how the law firms approached
settlement negotiations," amounted to "trade secrets, confidential
business information, and attorney-client privileged information
about which the parties involved have significant privacy rights.
The court has concluded that those rights outweigh the public's
interest in those matters."

                       About Garlock Sealing

Headquartered in Palmyra, New York, Garlock Sealing Technologies
LLC is a unit of EnPro Industries, Inc. (NYSE: NPO).  For more
than a century, Garlock has been helping customers efficiently
seal the toughest process fluids in the most demanding
applications.

On June 5, 2010, Garlock filed a voluntary Chapter 11 petition
(Bankr. W.D.N.C. Case No. 10-31607) in Charlotte, North Carolina,
to establish a trust to resolve all current and future asbestos
claims against Garlock under Section 524(g) of the U.S. Bankruptcy
Code.  The Debtor estimated $500 million to $1 billion in assets
and up to $500 million in debts as of the Petition Date.

Affiliates The Anchor Packing Company and Garrison Litigation
Management Group, Ltd., also filed for bankruptcy.

Albert F. Durham, Esq., at Rayburn Cooper & Durham, P.A.,
represents the Debtor in their Chapter 11 effort.  Garland S.
Cassada, Esq., at Robinson Bradshaw & Hinson, serves as counsel
for asbestos matters.

The Official Committee of Asbestos Personal Injury Claimants in
the Chapter 11 cases is represented by Travis W. Moon, Esq., at
Hamilton Moon Stephens Steele & Martin, PLLC, in Charlotte, NC,
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, in New
York, and Trevor W. Swett III, Esq., Leslie M. Kelleher, Esq., and
Jeanna Rickards Koski, Esq., in Washington, D.C. 20005.

Joseph W. Grier, III, the Court-appointed legal representative for
future asbestos claimants, has retained A. Cotten Wright, Esq., at
Grier Furr & Crisp, PA, and Richard H. Wyron, Esq., and Jonathan
P. Guy, Esq., at Orrick, Herrington & Sutcliffe LLP, as his co-
counsel.

About 124,000 asbestos claims are pending against Garlock in state
and federal courts across the country.  The Company says majority
of pending asbestos actions against it is stale and dormant --
almost 110,000 or 88% were filed more than four years ago and more
than 44,000 or 35% were filed more than 10 years ago.

Garlock said in the Disclosure Statement that all asbestos claims
must be paid in full.  Full payment enables the plan to allow
continued ownership by parent EnPro Industries Inc.

The Plan will create a trust to fund payment to present and future
asbestos claimants.  For currently existing claims, the trust will
have insurance proceeds plus cash from Garlock together with a
promise from EnPro to provide up to $30 million over time.  For
future claims, the trust will receive $60 million from Garlock
plus a secured promise by Garlock to supply an additional
$140 million.  The promise will be secured by 51% of Garlock's
stock.


GELT PROPERTIES: Cash Collateral Hearing Continued to Oct. 29
-------------------------------------------------------------
The U.S. Bankruptcy Court will convene a hearing on Sept. 10,
2013, at 11 a.m. to consider the request of Gelt Financial
Corporation, et al. for continued use of cash collateral.
Objections, if any, are due Aug. 30.

The Court entered a 13th interim order authorizing use of Vist
Bank's cash collateral until Sept. 13, 2013.

As adequate protection from any diminution in value of the
lender's collateral, the Debtors will grant Vist Bank replacement
liens on all now owned or hereafter acquired property and assets.

In the event the Debtors default or violate the order, the
Debtors' right to use cash collateral will automatically cease
until further Court order.  The Debtors will also pay the lender
$6,732 in September 2013.

                       About Gelt Properties

Based in Huntington Valley, Pennsylvania, Gelt Properties, LLC,
and affiliate Gelt Financial Corporation borrow money from
traditional lenders and make loans to commercial borrowers.  They
also acquire and manage real estate.  Gelt Properties and Gelt
Financial filed for (Bankr. E.D. Pa. Case Nos. 11-15826 and
11-15826) on July 25, 2011.  Judge Magdeline D. Coleman presides
over the cases.

William John Baldini, Esq., Albert A. Ciardi, III, Esq., Jennifer
E. Cranston, Esq., and Daniel S. Siedman, Esq., at Ciardi Ciardi &
Astin, in Philadelphia, Pa.; Thomas Daniel Bielli, Esq., at
O'Kelly Ernst & Bielli, LLC, in Philadelphia, Pa.; Janet L. Gold,
Esq., at Eisenberg, Gold & Cettei, P.C., in Cherry Hill, N.J.;
David A. Huber, Esq., at Benjamin Legal Services, in Philadelphia,
Pa.; Alan L. Nochumson, Esq., at Nochumson PC, in Philadelphia,
Pa.; Axel A. Shield, II, Esq., of Huntington Valley, Pa., serve as
counsel for Debtor Gelt Properties, LLC.

Ciardi Ciardi & Astin also represents Debtor Gelt Financial
Corporation as counsel.

Gelt Properties disclosed $4.73 million in assets and
$4.84 million in liabilities as of the Chapter 11 filing.  Its
affiliate, Gelt Financial has scheduled $20.3 million in assets
and $17.05 million in liabilities as of the Chapter 11 filing.

Paul J. Schoff, Esq., and Francis X. Gorman, Esq., at Schoff
McCabe, P.C., represent the Unsecured Creditors' Committee.
Craig Howe, CPA, and Howe, Keller & Hunter, P.C., serve as the
Committee's accountants.


GENERAL PROPERTIES: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: General Properties Inc.
        297 Latrobe Avenue
        Northfield, IL 60093

Bankruptcy Case No.: 13-33992

Chapter 11 Petition Date: August 27, 2013

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Donald R. Cassling

Debtor's Counsel: William L. Needler, Esq.
                  WILLIAM L. NEEDLER AND ASSOCIATES
                  555 Skokie Blvd. Ste 500
                  Northbrook, IL 60062
                  Tel: (847) 559-8330
                  Fax: (847) 559-8331
                  E-mail: williamlneedler@aol.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 Cynthia Lee Marin, president.


GEYMONT CONSTRUCTION: Case Summary & 20 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Geymont Construction Company, Inc.
        2361 Ben Yount Lane
        Vale, NC 28168

Bankruptcy Case No.: 13-40466

Chapter 11 Petition Date: August 27, 2013

Court: United States Bankruptcy Court
       Western District of North Carolina (Shelby)

Judge: J. Craig Whitley

Debtor's Counsel: Richard S. Wright, Esq.
                  MOON WRIGHT & HOUSTON, PLLC
                  227 W. Trade Street, Suite 1800
                  Charlotte, NC 28202
                  Tel: (704) 944-6564
                  Fax: (704) 944-0380
                  E-mail: rwright@mwhattorneys.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/ncwb13-40466.pdf

The petition was signed by Jerry Geymont, president.


GINGER BEEF: Applies for Temporary Management Cease Trade Order
---------------------------------------------------------------
Ginger Beef Corporation on Aug. 29 disclosed that it has made an
application to the Alberta Securities Commission to approve a
temporary management cease trade order under National Policy 12-
203 Cease Trade Orders for Continuous Disclosure Defaults, which,
if granted, will prohibit trading in securities of the Corporation
by certain insiders of the Corporation, whether direct or
indirect. If approved, it is anticipated that the MCTO will be
issued effective August 30, 2013.  The Corporation is unable to
file its unaudited interim financial statements, management's
discussion and analysis and related Chief Executive Officer and
Chief Financial Officer certificates for its six-month period
ended June 30, 2013 before the August 29, 2013 filing deadline.

During the process of completing the Required Filings, Michael
Poon, the Chief Financial Officer of the Corporation, passed away
and accordingly the Corporation will not be able to meet the
Filing Deadline.

The Corporation anticipates that it will be a position to remedy
the default by filing the Required Filings by September 30, 2013.
The MCTO will be in effect until the Required Filings are filed.

The Corporation intends to satisfy the provisions of the
alternative information guidelines set out in section 4.3 and 4.5
of NP 12-203 so long as the Required Filings are outstanding.

The Corporation has not taken any steps towards any insolvency
proceeding and the Corporation has no material information to
release to the public.

Ginger Beef Corporation -- http://www.gingerbeefcorp.com/-- is a
Canada-based food company.  The Company operates through two
wholly-owned subsidiaries, Ginger Beef Express Ltd., Ginger Beef
Choice Ltd. and 1379915 Alberta Ltd. Ginger Beef Express Ltd. is a
franchiser of Chinese food restaurants located in Calgary, Alberta
and is the holding company for Ginger Beef Choice Ltd and 1379915
Alberta Ltd.  Ginger Beef Choice Ltd. is a manufacturer of fresh
and frozen Chinese food items for wholesalers in Western Canada
and Ontario. 1379915 Alberta Ltd. is one of the franchisees of
Ginger Beef Express Ltd. operating a Ginger Beef Express takeout
and delivery outlet in Calgary.  The Corporation has been actively
engaged in the development of new food products, as well as in the
improvement of its existing product lines.  During the year ended
December 31, 2011, the Company acquired new equipment to
streamline existing operations and to accommodate the new product
line.


GLYECO INC: Sells $2.6 Million Units
------------------------------------
GlyEco, Inc., conducted an initial closing of a private placement
offering to accredited investors of units of the Company's
securities at a price of $1.00 per Unit, with each Unit consisting
of (i) one share of the Company's common stock, par value $0.0001
per share, and (ii) one-half of a warrant to purchase one share of
Common Stock at an exercise price of $1.50 per share for a period
of five years.  The Company may hold subsequent closings of the
Offering.

In connection with the Initial Closing of the Offering, the
Company entered into subscription and warrant agreements with 23
accredited investors, pursuant to which the Company sold to the
Investors, for an aggregate purchase price of $2,650,000, a total
of 2,650,000 Units, consisting of 2,650,000 shares of common stock
and warrants to purchase up to 1,325,000 shares of common stock.
The Warrants may be exercised at any time until the fifth
anniversary of the date of issuance by surrendering a properly
executed notice of exercise and the appropriate payment to the
Company.

The Company utilized the services of FINRA registered placement
agents for the Offering.  In connection with the Initial Closing,
the Company paid an aggregate cash fee of $182,000 to the
Placement Agents and shall issue to the Placement Agents warrants
or options to purchase up to 182,000 shares of Common Stock at an
exercise price of $1.50 per share.  The net proceeds to the
Company from the Initial Closing, after deducting the foregoing
cash fee and other expenses related to the Offering, are expected
to be approximately $2,455,500.

                         About GlyEco, Inc.

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

Glyeco disclosed a net loss of $1.86 million on $1.26 million of
net sales for the year ended Dec. 31, 2012, as compared with a net
loss of $592,171 on $824,289 of net sales for the year ended Dec.
31, 2011.  The Company's balance sheet at March 31, 2013, showed
$9.16 million in total assets, $2.63 million in total liabilities
and $6.53 million in total stockholders' equity.

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


GMX RESOURCES: Lenders Prevail on Make-Whole Premium Dispute
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that according to an Aug. 27 ruling by U.S. Bankruptcy
Judge Sarah A. Hall in Oklahoma City, GMX Resources Inc. owes
secured lenders a total of $402.4 million as of April 1.

The report relates that Judge Hall issued her ruling in court this
week resolving a dispute raised by the creditors' committee
contending bankruptcy law doesn't permit the lenders to have a so-
called make-whole premium.

The company announced that first-lien lenders won the Aug. 28
auction to buy the assets in exchange for $338 million in secured
debt.

According to the report, Judge Hall said that the lenders are
entitled to the $66.1 million premium.  In a partial victory for
unsecured creditors, the judge concluded that the lenders are
entitled to interest at the lower contract rate, not a higher rate
associated with pay-in-kind interest.  The principal amount of the
debt is $337.3 million.

Mr. Rochelle relates that a make-whole premium compensates a
lender for early repayment of debt when interest rates have fallen
and the principal would be invested for a lower return. In the GMX
case, the situation was different because the documents called for
payment of the premium automatically on a Chapter 11 filing.

The hearing to approve the sale to the first-lien lenders in
exchange for debt is set for September 10.  GMX said it couldn't
propose a plan until the results of auction were known.

                        About GMX Resources

GMX Resources Inc. -- http://www.gmxresources.com/-- is an
independent natural gas production company headquartered in
Oklahoma City, Oklahoma.  GMXR has 53 producing wells in Texas &
Louisiana, 24 proved developed non-producing reservoirs, 48 proved
undeveloped locations and several hundred other development
locations.  GMXR has 9,000 net acres on the Sabine Uplift of East
Texas.  GMXR has 7 producing wells in New Mexico.  The Company's
strategy is to significantly increase production, revenues and
reinvest in increasing production.  GMXR's goal is to grow and
build shareholder value every day.

The Company reported net losses of $206.44 million in 2011,
$138.29 million in 2010, and $181.08 million in 2009.

GMX filed a Chapter 11 petition in its hometown (Bankr. W.D. Okla.
Case No. 13-11456) on April 1, 2013, so secured lenders can buy
the business in exchange for $324.3 million in first-lien notes.
David A. Zdunkewicz, Esq., at Andrews Kurth LLP, represented the
Debtors as counsel.

GMX missed a payment due in March 2013 on $51.5 million in second-
lien notes.  Other principal liabilities include $48.3 million in
unsecured convertible senior notes.

The DIP financing provided by senior noteholders requires court
approval of a sale within 75 days following approval of sale
procedures. The lenders and principal senior noteholders include
Chatham Asset Management LLC, GSO Capital Partners, Omega Advisors
Inc. and Whitebox Advisors LLC.

Looper Reed is substituted as counsel for the Official Committee
of Unsecured Creditors in place of Winston & Strawn LLP, effective
as of April 25, 2013.  The Committee tapped Conway MacKenzie,
Inc., as financial advisor.


GREEN GOLD: Herb Farm Files Chapter 12 Bankruptcy
-------------------------------------------------
Jane Meinhardt, writing for Tampa Bay Business Journal, reports
that Green Gold Fresh Herbs Inc. has filed for Chapter 12
bankruptcy, a type of bankruptcy designed for family farms or
"family fishermen."

According to the report, Green Gold Fresh Herbs listed assets of
$8,600 and liabilities of $113,000, court records show.  Among the
assets are 7,200 "culinary pots" valued at 40 cents each, or
$2,888, and a greenhouse valued at $1,000.

Garry Cohen, who is listed as the owner and president, could not
be reached.


HARLAN LABORATORIES: Default Risk Cues Moody's to Cut CFR to Caa2
-----------------------------------------------------------------
Moody's Investors Service downgraded the Corporate Family Rating
of Harlan Laboratories, Inc. to Caa2 from Caa1 and the Probability
of Default Rating to Caa3-PD from Caa2-PD. Moody's also lowered
the rating on the senior secured term loan due 2014 to Caa2 from
Caa1. The rating outlook is negative.

The downgrade of the ratings reflects Harlan's heightened
probability of a default or debt restructuring event given
continued deterioration in revenue and EBITDA over the last
several quarters. As a result, there is increased likelihood of a
covenant breach within the next 3-6 months and the company's
ability to refinance its term loan, which matures in July 2014, is
highly questionable.

Ratings Downgraded:

Harlan Laboratories:

  Corporate Family Rating, to Caa2 from Caa1

  Probability of Default Rating, to Caa3-PD from Caa2-PD

  Senior Secured Term Loan, to Caa2 (LGD3, 30%) from Caa1 (LGD3,
  32%)

  The outlook is negative.

Ratings Rationale:

The Caa2 Corporate Family Rating balances the heightened
probability of default with Moody's view that recovery for
creditors in the senior secured term loan would be higher than
average, in the roughly 70-90% range. Moody's expectation for
higher than average recovery stems from:1) valuation analysis
including current trading multiples of peer companies; and 2) the
on-going value of the research models and services (RMS) business,
as Harlan is the second largest providers of animals worldwide for
scientific research, a necessary and high barrier-to-entry
business. However, a challenging industry environment, along with
operational missteps, have resulted in stagnant revenue and
earnings over the past several years and Moody's expects a number
of these challenges to persist, thereby limiting near-term growth
and deleveraging opportunities.

If Harlan successfully refinances its debt at terms that allow for
at least break-even free cash flow, Moody's could upgrade the
ratings.

Further deterioration in revenue and EBITDA which reduces the
company's prospects to refinance its debt as well as the likely
recovery for lenders could lead to a downgrade.

Harlan Laboratories, headquartered in Indianapolis, Indiana, is a
global provider of products and services used in discovery and
development research in the pharmaceutical, biotechnology,
agrochemical, industrial chemical, and food industries. The
company's businesses include research models and services,
including laboratory diets and bedding, and biomedical products
and pre-clinical contract research services, including toxicology,
environmental chemistry and pharmanalytics. For the twelve months
ended June 30, 2013, Harlan generated net sales approximating $326
million. Harlan is privately held with majority ownership by
Genstar Capital.

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


HERCULES OFFSHORE: Files Fleet Status Report as of August 21
------------------------------------------------------------
Hercules Offshore, Inc., posted on its Web site at
www.herculesoffshore.com a report entitled "Hercules Offshore
Fleet Status Report".  The Fleet Status Report includes the
Hercules Offshore Rig Fleet Status (as of Aug. 21, 2013), which
contains information for each of the Company's drilling rigs,
including contract dayrate and duration.  The Fleet Status Report
also includes the Hercules Offshore Liftboat Fleet Status Report,
which contains information by liftboat class for July 2013,
including revenue per day and operating days.  The Fleet Status
Report is available for free at http://is.gd/TIiTU6

                      About Hercules Offshore

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

Hercules incurred a net loss of $127 million in 2012, a net loss
of $76.12 million in 2011, and a net loss of $134.59 million in
2010.  As of June 30, 2013, the Company had $2.15 billion in total
assets, $1.23 billion in total liabilities and $917.27 million in
total equity.

                           *     *     *

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

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


HORNE INTERNATIONAL: Incurs $215,000 Net Loss in Second Quarter
---------------------------------------------------------------
Horne International, Inc., separately filed with the U.S.
Securities and Exchange Commission its quarterly reports for the
periods ended March 31 and June 30, 2013.

The Company reported a net loss of $215,000 on $25,000 of revenues
for the three months ended June 30, 2013, as compared with a net
loss of $506,000 on $974,000 of revenues for the three months
ended June 24, 2012.  For the six months ended June 30, 2013, the
Company reported a net loss of $531,000 on $50,000 of revenues, as
compared with a net loss of $842,000 on $2.40 million of revenues
for the six months ended June 24, 2012.

The Company reported a net loss of $316,000 on $25,000 of revenue
for the three months ended March 31, 2013, as compared with a net
loss of $336,000 on $1.43 million of revenue for the three months
ended March 25, 2012.

The Company reported a net loss of $1.6 million on $4.1 million of
revenue in 2012, compared with a net loss of $121,000 on
$5.7 million of revenue in 2011.

The Company's balance sheet at June 30, 2013, showed $1.07 million
in total assets, $3.58 million in total liabilities and a $2.50
million total stockholders' deficit.

The Company's independent registered public accountants, Stegman &
Company, in Baltimore, Maryland, stated in their report on the
consolidated financial statements of the Company for the years
ended Dec. 31, 2012, and Dec. 25, 2011, that the Company has had
recurring operating losses that raise substantial doubt about its
ability to continue as a going concern.

A copy of the Q1 Form 10-Q is available for free at:

                        http://is.gd/mJVo3m

A copy of the Q2 Form 10-Q is available for free at:

                        http://is.gd/Qx2Xod

                       About Horne International

Fairfax, Va.-based Horne International, Inc., is an engineering
services company focused on provision of integrated, systems
approach based solutions to the energy and environmental sectors.


HOSTESS BRANDS: Properties Are Sold to Hackman Capital
------------------------------------------------------
Maura Webber Sadovi, writing for The Wall Street Journal, reported
that real-estate investment firm Hackman Capital Partners LLC is
betting it can turn a sweet profit by acquiring out of bankruptcy
proceedings property and other assets from the former Hostess
Brands Inc. empire.

According to the report, under the terms of the deal authorized by
a U.S. bankruptcy court in New York, an affiliate of Los Angeles-
based Hackman will pay the newly renamed Old HB Inc. $62.5 million
for 140 vacant properties. The portfolio of equipment and real
estate in 34 states includes about 3,400 vehicles and bread-
delivery vans, seven factories as well as warehouses and
storefronts that once sold the trademark Twinkies and Wonder
Bread.

Hackman, which specializes in turning around distressed industrial
properties, expects to resell most of the real estate in the next
12 months to companies such as bakeries and manufacturers that
will own and occupy them, the report related.  Residential
developers also have been looking at some of the sites, said
Michael Hackman, the company's founder.

The deal is the latest sign that the improving economy is giving
investors confidence they will be able to flip even the riskiest
properties for higher prices, a practice that was common before
the financial crisis, the report said.

"Businesses are doing much better and they're opting to own rather
than rent," said Mr. Hackman, who said interest in the properties
will "skyrocket" once Hackman takes title and the ownership is no
longer embroiled in bankruptcy proceedings, the report further
related.

                         About Hostess Brands

Founded in 1930, Irving, Texas-based Hostess Brands Inc., is known
for iconic brands such as Butternut, Ding Dongs, Dolly Madison,
Drake's, Home Pride, Ho Hos, Hostess, Merita, Nature's Pride,
Twinkies and Wonder.  Hostess has 36 bakeries, 565 distribution
centers and 570 outlets in 49 states.

Hostess filed for Chapter 11 bankruptcy protection early morning
on Jan. 11, 2011 (Bankr. S.D.N.Y. Case Nos. 12-22051 through
12-22056) in White Plains, New York.  Hostess Brands disclosed
assets of $982 million and liabilities of $1.43 billion as of the
Chapter 11 filing.

The bankruptcy filing was made two years after predecessors
Interstate Bakeries Corp. and its affiliates emerged from
bankruptcy (Bankr. W.D. Mo. Case No. 04-45814).

In the new Chapter 11 case, Hostess has hired Jones Day as
bankruptcy counsel; Stinson Morrison Hecker LLP as general
corporate counsel and conflicts counsel; Perella Weinberg Partners
LP as investment bankers, FTI Consulting, Inc. to provide an
interim treasurer and additional personnel for the Debtors, and
Kurtzman Carson Consultants LLC as administrative agent.

Matthew Feldman, Esq., at Willkie Farr & Gallagher, and Harry
Wilson, the head of turnaround and restructuring firm MAEVA
Advisors, are representing the Teamsters union.

Attorneys for The Bakery, Confectionery, Tobacco Workers and Grain
Millers International Union and Bakery & Confectionery Union &
Industry International Pension Fund are Jeffrey R. Freund, Esq.,
at Bredhoff & Kaiser, P.L.L.C.; and Ancela R. Nastasi, Esq., David
A. Rosenzweig, Esq., and Camisha L. Simmons, Esq., at Fulbright &
Jaworski L.L.P.

The official committee of unsecured creditors selected New York
law firm Kramer Levin Naftalis & Frankel LLP as its counsel. Tom
Mayer and Ken Eckstein head the legal team for the committee.

Hostess Brands in mid-November 2012 opted to pursue the orderly
wind down of its business and sale of its assets after the Bakery,
Confectionery, Tobacco and Grain Millers Union (BCTGM) commenced a
nationwide strike.  The Debtor failed to reach an agreement with
BCTGM on contract changes.

Hostess Brands sold its businesses and most of the plants to five
different buyers for an aggregate of $860 million.  Hostess still
has some plants, depots and other facilities the buyers didn't
acquire.

The bankruptcy estate has changed its name to Old HB Inc.


HRK HOLDINGS: Can Borrow $1.2 Million From Regions Bank
-------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida has
entered a final order, as amended, authorizing HRK Holdings, LLC,
and HRK Industries, LLC, to obtain additional $1.17 million post-
petition financing from Regions Bank.  Regions is granted a
superpriority administrative expense claim pursuant to Section
364(c) of the Bankruptcy Code.

The Court had previously allowed the Debtors to obtain
$3.48 million from Regions.

The additional borrowing advances will bear interest at nine
percent per annum.  Regions will not be entitled to any default
interest in conjunction with the Second DIP Loan.

A copy of the Final DIP Order is available for free at:

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

                          About HRK Holdings

Based in Palmetto, Florida, HRK Holdings LLC owns roughly 675
contiguous acres of real property in Manatee County, Florida.
Roughly 350 acres of the property accommodates a phosphogypsum
stack system, called Gypstaks, a portion of which was used as an
alternate disposal area for the management of dredge materials
pursuant to a contract with Port Manatee and as authorized under
an administrative agreement with the Florida Department of
Environmental Protection.  The remaining acres of usable land are
either leased to various tenants or available for sale.  HRK
Industries holds various contracts and leases associated with the
Debtors' property.

HRK Holdings and HRK Industries LLC filed for Chapter 11
protection (Bankr. M.D. Fla. Case Nos. 12-09868 and 12-09869) on
June 27, 2012.  Judge K. Rodney May oversees the case.  Barbara A.
Hart, Esq., at Stichter, Riedel, Blain & Prosser, P.A., represents
the Debtors.

HRK Holdings disclosed $33,366,529 in assets and $26,092,559
in liabilities in its revised schedules.

According to the Debtors, the bankruptcy filing was necessitated
by the immediate need to sell a portion of the remaining property
to create liquidity for (a) funding the urgent management of the
site-related environmental concerns; the benefit of creditors;
funding a litigation filed by the Debtors; and funding of expenses
related to additional sales of the remaining property.


HRK HOLDINGS: Wants to Borrow Add'l $2.5MM From Regions Bank
------------------------------------------------------------
HRK Holdings, LLC, and HRK Industries, LLC, filed with the
Bankruptcy Court their fourth motion seeking authority to obtain
up to $2.5 million post-petition financing from Regions Bank, N.A.

Pursuant to the procedures approved by the Court, the Debtors
conducted auctions with respect to three parcels of real property.

The Debtors have agreed to establish the Line of Credit Facility,
the proceeds of which would be available to be deposited into the
Long Term Care Trust.

Funds would be available upon each closing of a sale as all net
proceeds are received by Regions so that the entire $2.5 million
would be available once all the three sales closed.

The non-default rate of interest for the Line of Credit will be
nine percent per annum.

The Line of Credit Documents will consist of a promissory note,
mortgage, and a security agreement, together with any other
documents reasonably requested by Regions.  The Debtors will
reimburse Regions for the cost of preparing the Line of Credit
Documents.

The Debtors may repay the Loan in whole or in part from excess
cash.

Unless extended by agreement of the parties, the termination date
for the Line of Credit will be Dec. 31, 2013, unless terminated
earlier pursuant to the occurrence of an Event of Default or
renewed with the consent of Regions.

A hearing will be held on Sept. 4, 2013, at 1:30 p.m. to consider
approval of the request.

                        About HRK Holdings

Based in Palmetto, Florida, HRK Holdings LLC owns roughly 675
contiguous acres of real property in Manatee County, Florida.
Roughly 350 acres of the property accommodates a phosphogypsum
stack system, called Gypstaks, a portion of which was used as an
alternate disposal area for the management of dredge materials
pursuant to a contract with Port Manatee and as authorized under
an administrative agreement with the Florida Department of
Environmental Protection.  The remaining acres of usable land are
either leased to various tenants or available for sale.  HRK
Industries holds various contracts and leases associated with the
Debtors' property.

HRK Holdings and HRK Industries LLC filed for Chapter 11
protection (Bankr. M.D. Fla. Case Nos. 12-09868 and 12-09869) on
June 27, 2012.  Judge K. Rodney May oversees the case.  Barbara A.
Hart, Esq., at Stichter, Riedel, Blain & Prosser, P.A., represents
the Debtors.

HRK Holdings disclosed $33,366,529 in assets and $26,092,559
in liabilities in its revised schedules.

According to the Debtors, the bankruptcy filing was necessitated
by the immediate need to sell a portion of the remaining property
to create liquidity for (a) funding the urgent management of the
site-related environmental concerns; the benefit of creditors;
funding a litigation filed by the Debtors; and funding of expenses
related to additional sales of the remaining property.


INTERFAITH MEDICAL: Seeks to Obtain $15-Mil. DIP Loan from DASNY
----------------------------------------------------------------
Interfaith Medical Center, Inc., seeks authority from the U.S.
Bankruptcy Court for the Eastern District of New York to obtain
from The Dormitory Authority of the State of New York a $15
million delayed-draw term loan to, among other things, fund
working capital requirements and operating expenses of the Debtor.

The DIP Obligations will bear interest at the rate of 1% per annum
payable quarterly in arrears.

The DIP Obligations will be backed by (i) an allowed superpriority
administrative claim, (ii) a first priority, priming security
interest in and lien on all encumbered property of the Debtor and
its estate, (iii) a first priority security interest in and lien
on all unencumbered property of the Debtor and its estate except
for, among others, avoidance actions and proceeds from those
actions; and (iv) a junior security interest and lien on all of
the Debtor's property that is subject to a permitted prior senior
lien.

The DIP Superpriority Claim and Liens are subject to a carve-out
which means the fees and expenses paid to retained professionals
in an aggregate amount not exceeding $1.5 million, and unpaid fees
payable to the U.S. Trustee and Clerk of the Bankruptcy Court.

Under the DIP Documents, the Debtor is required to complete the
implementation of its closure plan on or before Oct. 31, 2013.

According to Alan J. Lipkin, Esq., at Willie Farr & Gallagher LLP,
in New York, interruption of IMC's cash flow would severely impede
the Debtor's ability to maintain the value of its estate for the
benefit of stakeholders and to confirm a Chapter 11 plan.  He
asserts that the Debtor's access to the DIP Facility are necessary
now: (a) to assure third parties, like the Debtor's vendors,
patients, and employees, regarding the Debtor's ability to meet
its administrative liabilities; (b) to provide the Debtor with
additional liquidity as and when needed; and (c) to assist the
Debtor in implementing its Closure Plan.

A hearing on the motion will be held on Sept. 11, 2013 at 10:00
a.m. (prevailing Eastern Time).  Objections are due Sept. 3.

Shaunna D. Jones, Esq., and Anna C. Burns, Esq., at WILLKIE FARR &
GALLAGHER LLP, in New York, also represent the Debtor.

DASNY is represented by David Neier, Esq., at Winston & Strawn
LLP, in New York.

                 About Interfaith Medical Center

Headquartered in Brooklyn, New York, Interfaith Medical Center,
Inc., operates a 287-bed hospital on Atlantic Avenue in Bedford-
Stuyvesant and an ambulatory care network of eight clinics in
central Brooklyn, in Crown Heights and Bedford-Stuyvesant.

The Company filed for Chapter 11 protection (Bankr. E.D. N.Y.
Case No. 12-48226) on Dec. 2, 2012.  The Debtor disclosed
$111,872,972 in assets and $193,540,998 in liabilities as of the
Chapter 11 filing.  Liabilities include $117.9 million owing to
the New York State Dormitory Authority on bonds secured by the
assets.

Alan J. Lipkin, Esq., at Willkie Farr & Gallagher LLP, serves as
bankruptcy counsel to the Debtor.  Nixon Peabody LLP is the
special corporate and healthcare counsel.  CohnReznick LLP serves
as financial advisor.  Donlin, Recano & Company, Inc. serves as
administrative agent.

The Official Committee of Unsecured Creditors tapped Alston & Bird
LLP as its counsel, and CBIZ Accounting, Tax & Advisory of New
York, LLC as its financial advisor.

Eric M. Huebscher, the patient care ombudsman, tapped the law firm
of DiConza Traurig LLP, as his counsel.


INTERFAITH MEDICAL: Can Access Cash Collateral Until Sept. 13
-------------------------------------------------------------
Interfaith Medical Center, Inc., obtained authority from the U.S.
Bankruptcy Court for the Eastern District of New York to continue
to use until Sept. 13, 2013, the cash collateral securing their
prepetition indebtedness from The Dormitory Authority of the State
of New York.

In a hearing to be held on Sept. 11, the Debtor will ask the Court
for final authority to access DASNY's Cash Collateral.  In partial
exchange for the Authority's consent to the Debtor using Cash
Collateral, the Debtor has agreed to grant the Authority (i)
perfected security interests in and replacements liens on all
property of the Debtor and an administrative expense claim with
priority over all other administrative expenses.  The replacement
liens and administrative claim are subject to the Carve-Out.

Objections to the final approval of the Cash Collateral request
are due Sept. 3.

Alan J. Lipkin, Esq., Shaunna D. Jones, Esq., and Anna C. Burns,
Esq., at WILLKIE FARR & GALLAGHER LLP, in New York, represent the
Debtor.

DASNY is represented by David Neier, Esq., at Winston & Strawn
LLP, in New York.

                 About Interfaith Medical Center

Headquartered in Brooklyn, New York, Interfaith Medical Center,
Inc., operates a 287-bed hospital on Atlantic Avenue in Bedford-
Stuyvesant and an ambulatory care network of eight clinics in
central Brooklyn, in Crown Heights and Bedford-Stuyvesant.

The Company filed for Chapter 11 protection (Bankr. E.D. N.Y.
Case No. 12-48226) on Dec. 2, 2012.  The Debtor disclosed
$111,872,972 in assets and $193,540,998 in liabilities as of the
Chapter 11 filing.  Liabilities include $117.9 million owing to
the New York State Dormitory Authority on bonds secured by the
assets.

Alan J. Lipkin, Esq., at Willkie Farr & Gallagher LLP, serves as
bankruptcy counsel to the Debtor.  Nixon Peabody LLP is the
special corporate and healthcare counsel.  CohnReznick LLP serves
as financial advisor.  Donlin, Recano & Company, Inc. serves as
administrative agent.

The Official Committee of Unsecured Creditors tapped Alston & Bird
LLP as its counsel, and CBIZ Accounting, Tax & Advisory of New
York, LLC as its financial advisor.

Eric M. Huebscher, the patient care ombudsman, tapped the law firm
of DiConza Traurig LLP, as his counsel.


INTERFAITH MEDICAL: Inks Deal to Settle DASNY's $125-Mil. Claims
----------------------------------------------------------------
Interfaith Medical Center, Inc., and The Dormitory Authority of
the State of New York agreed to resolve certain claims and issues
between them.

Under a proposed settlement, the Authority would release all of
its claims against the Debtor as well as the related liens on
substantially all of the Debtor's assets in exchange for only a
portion of the Debtor's assets covered by those liens.  The
Authority has more than $125 million of uncontested prepetition
claims against the Debtor of which $112.7 million are secured and
$12.2 million are unsecured.

The proposed settlement, according to the Debtor's counsel, Alan
J. Lipkin, Esq., at Willkie Farr & Gallagher LLP, in New York,
would free up assets, rights, and interests worth not less than
$35.7 million, and potentially much more, for the Debtor's estate,
its creditors, and all parties-in-interest.

Subject to approval by the U.S. Bankruptcy Court for the Eastern
District of New York, the parties agreed that the Debtor would
fully implement the Closure Plan.  Under the DIP Documents, the
implementation of the Closure Plan must be on or before Oct. 31,
2013.

The parties also mutually release each other from all claims and
obligations from, among other things, any claims by the DIP Lender
for repayment of the DIP Facility and from any challenge with
respect to any prepetition lien.

Shaunna D. Jones, Esq., and Anna C. Burns, Esq., at WILLKIE FARR &
GALLAGHER LLP, in New York, also represent the Debtor.

DASNY is represented by David Neier, Esq., at Winston & Strawn
LLP, in New York.

                 About Interfaith Medical Center

Headquartered in Brooklyn, New York, Interfaith Medical Center,
Inc., operates a 287-bed hospital on Atlantic Avenue in Bedford-
Stuyvesant and an ambulatory care network of eight clinics in
central Brooklyn, in Crown Heights and Bedford-Stuyvesant.

The Company filed for Chapter 11 protection (Bankr. E.D. N.Y.
Case No. 12-48226) on Dec. 2, 2012.  The Debtor disclosed
$111,872,972 in assets and $193,540,998 in liabilities as of the
Chapter 11 filing.  Liabilities include $117.9 million owing to
the New York State Dormitory Authority on bonds secured by the
assets.

Alan J. Lipkin, Esq., at Willkie Farr & Gallagher LLP, serves as
bankruptcy counsel to the Debtor.  Nixon Peabody LLP is the
special corporate and healthcare counsel.  CohnReznick LLP serves
as financial advisor.  Donlin, Recano & Company, Inc. serves as
administrative agent.

The Official Committee of Unsecured Creditors tapped Alston & Bird
LLP as its counsel, and CBIZ Accounting, Tax & Advisory of New
York, LLC as its financial advisor.

Eric M. Huebscher, the patient care ombudsman, tapped the law firm
of DiConza Traurig LLP, as his counsel.


INQUEST TECHNOLOGY: App. Ct. Affirms $2MM Award for Peter Reilly
----------------------------------------------------------------
The Court of Appeals of California, Fourth District, upheld a jury
verdict awarding Peter Reilly $2,065,702 on commissions owed by
Inquest Technology, Inc., et al.

Mr. Reilly agreed to use his experience and connections in the
high-tech electronic industry to help grow Inquest, owned by David
Singhal and Pradeep Sethia.  Mr. Reilly prepared a written
document outlining his business relationship with Inquest, which
included his understanding he would receive 50% of the net profits
from all sales resulting from his efforts and contacts.  The
parties did not execute this document as a written contract, but
the jury ultimately determined Inquest accepted the terms due to
Inquest's owners' conduct.

The case is PETER REILLY, Plaintiff and Respondent, v. INQUEST
TECHNOLOGY, INC., et al., Defendants and Appellants, Case No.
G046291.  A copy of the Appeals Court's July 31, 2013 Opinion is
available at http://is.gd/1pUbIAfrom Leagle.com.

GORDEE, NOWICKI & AUGUSTINI's Bryan Arnold Esq. -- barnold@gna-
law.com -- represents Inquest Technology, et al.

LAW OFFICE of ANTHONY KORNARENS and Anthony Kornarens, Esq. --
kornarens@gmail.com -- represents Peter Reilly.

Based in Laguna Hills, California, Inquest Technology makes
electronic parts, such as printed circuit boards, subcontracting
the work to Asian factories then sells to major Orange County
manufacturers.  The Company filed for Chapter 11 protection on
Oct. 14, 2011 (Bankr. C.D. Calif. Case No. 11-24318).  Judge
Erithe A. Smith presides over the case.  Robert P. Goe, Esq., at
Goe & Forsythe LLP, represents the Debtor.  The Debtor estimated
both assets and debts of between $1 million and $10 million.


IZEA INC: Sells $2.3 Million Units
----------------------------------
IZEA, Inc., entered into a Securities Purchase Agreement with
certain investors, pursuant to which the Company privately placed
approximately $2,302,000 of units, at a price of $25,000 per Unit,
paid in cash and conversion of notes payable.  Each Unit consisted
of 100,000 shares of the Company's common stock, together with two
warrants.  The Warrants were composed of one Warrant to purchase
50,000 shares of Common Stock at an exercise price of $0.25 per
share and another Warrant to purchase 50,000 shares of common
stock at an exercise price of $0.50 per share, in each case
exercisable for cash at any time during the five years following
the date of issuance.  As a result of the Private Placement, the
Company issued 9,206,472 shares of its common stock and issued
fully-exercisable warrants to purchase up to additional 9,206,472
shares of the Company's common stock.

Brian W. Brady, a director of the Company company, converted
$1,270,000 in principal (plus $19,252 in accrued interest) that
the Company owed to him pursuant to several unsecured promissory
notes issued between April and August 2013, into Units on the same
terms and conditions as were applicable to the other Investors in
the Private Placement.  Two other existing stockholders converted
a total of $75,000 in principal (plus $12,366 in accrued interest)
that the Company owed to them pursuant to an unsecured promissory
note originally issued in May 2012, into Units on the same terms
and conditions as other Investors in the Private Placement.

Net cash proceeds as of Aug. 15, 2013, after the note conversions
and before expenses totaled $925,000.  These proceeds will be used
for general working capital purposes.  The Company's total number
of outstanding shares of common stock after the Private Placement
is 16,482,453 shares.

On Aug. 15, 2013, pursuant to an extension and conversion
agreement dated May 31, 2013, between the Company and Mr. Brady,
the Company issued to Mr. Brady a warrant to purchase 3,187,500
shares of its common stock at $0.25 per share for a period of five
years and 1,687,500 restricted stock units which vest upon the
earlier of two years after issuance or completion of a transaction
resulting in a change of control of the company.

                           About IZEA, Inc.

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

The Company has incurred significant losses from operations since
inception and has an accumulated deficit of $20.9 million as of
June 30, 2012.

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

The Company's balance sheet at March 31, 2013, showed $1.01
million in total assets, $2.96 million in total liabilities and a
$1.94 million total stockholders' deficit.


J.C. PENNEY: Incurs $586 Million Net Loss in Second Quarter
-----------------------------------------------------------
J. C. Penney Company, Inc., reported a net loss of $586 million on
$2.66 billion of total net sales for the three months ended
Aug. 3, 2013, as compared with a net loss of $147 million on $3.02
billion of total net sales for the three months ended July 28,
2012.

For the six months ended Aug. 3, 2013, the Company reported a net
loss of $934 million on $5.29 billion of total net sales, as
compared with a net loss of $310 million on $6.17 billion of total
net sales for the six months ended July 28, 2012.

J.C. Penney disclosed a net loss of $985 million in 2012, as
compared with a net loss of $152 million in 2011.

The Company's balance sheet at Aug. 3, 2013, showed $11.65 billion
in total assets, $9.33 billion in total liabilities and $2.32
billion stockholders' equity.

Myron E. (Mike) Ullman, III, chief executive officer of jcpenney,
said, "Since I returned to jcpenney four months ago, we have moved
quickly to stabilize our business -- both financially and
operationally -- and we have made meaningful progress in important
areas of the business.  There are no quick fixes to correct the
errors of the past. That said, we have identified the challenges,
put solid plans in place to address them and have experienced and
capable people in key roles to do so."

Ullman continued, "Moving forward, we're focusing our efforts on
regaining customer loyalty by offering trusted brands, award
winning service and affordability that families can depend on.  We
are encouraged by our early performance this Back to School
season, which reflects customers' growing confidence in the brands
and styles we offer. Our associates across the country are working
tirelessly to serve our customers and I am proud of their
efforts."

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

                        http://is.gd/4DgFbL

                        About J.C. Penney

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

                            *     *     *

The Company carries Moody's Investors Service's B3 Corporate
Family Rating with negative outlook.

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

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

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

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

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

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


JONESBORO HOSPITALITY: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: Jonesboro Hospitality, LLC
          fka Fairbridge Inns & Suites
          fka Jonesboro Holiday Inn
        8001 LBJ Freeway
        Dallas, TX 75251

Bankruptcy Case No.: 13-34324

Chapter 11 Petition Date: August 27, 2013

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Harlin DeWayne

Debtor's Counsel: Arthur I. Ungerman, Esq.
                  One Glen Lakes Tower
                  8140 Walnut Hill Ln., No. 301
                  Dallas, TX 75231
                  Tel: (972) 239-9055
                  Fax: (972) 239-9886
                  E-mail: arthur@arthurungerman.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 Atul Nanda, managing member.


JRL PROPERTIES: Case Summary & Unsecured Creditor
-------------------------------------------------
Debtor: JRL Properties, Inc.
        912 Constantinople Street
        New Orleans, LA 70115

Bankruptcy Case No.: 13-12338

Chapter 11 Petition Date: August 27, 2013

Court: United States Bankruptcy Court
       Eastern District of Louisiana (New Orleans)

Judge: Jerry A. Brown

Debtor's Counsel: Phillip K. Wallace, Esq.
                  PHILLIP K. WALLACE, PLC
                  2027 Jefferson Street
                  Mandeville, LA 70448
                  Tel: (985) 624-2824
                  Fax: (985) 624-2823
                  E-mail: PhilKWall@aol.com

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

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

In its list of 20 largest unsecured creditors, the Company placed
only one entry:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
St. Tammany Parish                               $44,479
Assessor's Office
701 North Columbia Street
Covington, LA 70434

The petition was signed by John R. Lee, president.


K-V PHARMACEUTICAL: Plan Confirmed; Lenders Lose $33-Mil.
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that senior secured lenders to K-V Pharmaceutical Co. lost
$33 million even before they walked into court Aug. 28 for a
confirmation hearing where the judge approved the company's
Chapter 11 reorganization plan.

Removing what might have been a hindrance to plan approval,
K-V agreed with the government on a $42.2 million program to pay
off fines and penalties, according to the Bloomberg report.

The report relates that there was a trial last week in New York
bankruptcy court to decide whether senior noteholders, owed $225
million, are entitled to recover about $33 million in post-
bankruptcy interest before holders of convertible notes begin
recovering on their subordinated claims.  U.S. Bankruptcy Judge
Allan L. Gropper ruled on Aug. 27 in favor of the junior lenders
by concluding that the subordination provisions in the loan
documents only subordinate the junior noteholders to post-
bankruptcy interest owing to bank lenders, not also senior secured
noteholders.

The report relates that Judge Gropper ruled for the junior
noteholders on two separate theories.  Based only on the loan
documents, he found no ambiguity and ruled that non-standard
language meant subordination only to bank lenders' post-bankruptcy
interest.  Because Judge Gropper also held a trial with witnesses,
he found from the disputed facts that the language was added by
the junior noteholders and intended to limit subordination.

Judge Gropper therefore didn't need to reach a thorny question --
on which courts are divided -- about the survival of the rule of
explicitness following adoption of Section 510 of the Bankruptcy
Code in 1978.  The rule means there is no subordination unless
spelled out explicitly in loan documents.

K-V's reorganization plan, which Judge Gropper approved Aug. 28,
is based on a compromise where junior creditors can buy the lion's
share of the reorganized business.

In November the U.S. Attorney in Manhattan started a lawsuit in
bankruptcy court for a declaration that fines and penalties would
not be wiped out in bankruptcy.  Before bankruptcy K-V still had
$18.8 million owing in settlement of a False Claims Act suit with
the government.  In addition, K-V subsidiary Ethex Corp. had
pleaded guilty to two felonies and was obligated to pay $23.4
million when bankruptcy began.

In the settlement filed in bankruptcy court on Aug. 28, K-V will
pay the government $5.4 million toward the criminal fine.  The
remainder of the fine will be paid in full in installments
beginning in December and concluding in June 2018.  The False
Claims settlement will be paid in installments during the same
period of time.

Originally, the plan called for holders of $225 million in first-
lien notes to become the new owners in exchange for debt.  The
revised plan provides for holders of $200 million in convertible
notes to be the new owners in large part.  The senior noteholders
are to be paid in full.  Judge Gropper's subordination opinion
means that the senior noteholders' post-bankruptcy interest in
substance ranks along with the junior noteholders' claim.  In
exchange for the $200 million in convertible debt, holders will
receive 7 percent of the reorganized company's stock, for a
predicted recovery of 10.9 percent, according to the revised
disclosure statement.  General unsecured creditors with claims
ranging between $13.9 million and $18.3 million will share a pot
of $10.25 million cash, for a recovery of 56.2 percent to 73.6
percent.  The convertible noteholder group and Silver Point
Finance LLC, one of the senior noteholders, help finance the plan
by purchasing 1.85 million shares for $20 a share.  An additional
72.2 percent of the new stock will be sold to convertible
noteholders in a rights offering for $20 a share.  The offering is
backstopped by the same investor group and Silver Point.  As a fee
for the backstop, the investors and Silver Point will be given 5
percent of the new stock.

The interest dispute saw Silver Point and other senior noteholders
facing off against the convertible noteholder group including
Capital Ventures International; Greywolf Capital Overseas Master
Fund and an affiliate, and Kingdon Capital Management LLC.

                    About K-V Pharmaceutical

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

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

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

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

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


K-V PHARMACEUTICAL: Judge Greenlights Reorganization Plan
---------------------------------------------------------
Law360 reported that K-V Pharmaceutical Co. received a bankruptcy
judge's approval of its reorganization plan that will allow it to
exit the Chapter 11 process and continue its business following a
competitive bidding process.

According to the report, U.S. Bankruptcy Judge Allan L. Gropper
commended K-V and its counsel for producing a workable plan within
a year of its tumble into bankruptcy. The health care company
sought Chapter 11 protection after it was unable to make a $45
million payment due to Hologic Inc. under a rights agreement, the
report recalled.

                    About K-V Pharmaceutical

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

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

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

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

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


K-V PHARMACEUTICAL: Medicaid Settlement Approved
------------------------------------------------
BankruptcyData reported that the U.S. Bankruptcy Court approved K-
V Pharmaceutical's stipulation of settlement and dismissal by and
among the Debtors, the United States of America and certain other
parties.

The report related that under the settlement, K-V Pharmaceutical
(KV) shall pay to the United States the sum of $5,395,214.6. Such
payments shall be in full satisfaction of that portion of the U.S.
proof of claim that arises from the criminal case. Further, K-V
Pharmaceutical shall pay the United States and the Medicaid
participating states $18,404,785.33 (the settlement amount) as set
forth : KV shall pay to the United States the additional sum of
$10,998,153.34 (the federal settlement amount) and KV shall pay to
the Medicaid participating states the total sum of $7,406,631.99
(the Medicaid state settlement amount) .The payments set forth
shall be in full satisfaction of that portion of the U.S. proof of
claim that arises from the settlement agreement as well as in full
satisfaction of the state proofs of claim.

                    About K-V Pharmaceutical

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

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

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

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

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


LEO MOTORS: Incurs $188,000 Net Loss in Second Quarter
------------------------------------------------------
Leo Motors, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $188,240 on $0 of revenues for the three months ended June 30,
2013, as compared with net income of $777,265 on $18,603 of
revenues for the same period last year.

For the six months ended June 30, 2013, the Company reported a net
loss of $369,127 on $0 of revenues, as compared with net income of
$625,139 on $24,386 of revenues for the same period during the
prior year.

The Company's balance sheet at June 30, 2013, showed $1.51 million
in total assets, $1.87 million in total liabilities and a $353,800
total deficit.

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

                        http://is.gd/7demIJ

                          About Leo Motors

Headquartered in Hanam City, Gyeonggi-do, Republic of Korea, Leo
Motors, Inc., a Nevada corporation, is currently engaged in the
research and development of multiple products, prototypes and
conceptualizations based on proprietary, patented and patent
pending electric power generation, drive train and storage
technologies.

In 2011, the Company determined its investment in Leo B&T Inc. an
investment account was impaired and recorded an expense of
$4.5 million.  During the 2012 year the Company had a net non
operating income largely from the result of the forgiveness of
debt for $1.3 million.

The Company reported a net loss of $1.9 million on $25,605 of
revenues in 2012, compared with a net loss of $5.4 million on
$920,587 of revenues in 2011.

In its audit report on the consolidated financial statements for
the year ended Dec. 31, 2012, John Scrudato CPA, in Califon, New
Jersey, expressed substantial doubt about Leo Motors' ability to
continue as a going concern, citing the Company's significant
losses since inception of $16.2 million and working capital
deficit of $632,161.


LIGHTSQUARED INC: Lenders Seek Court Approval to Sell 'LP' Assets
-----------------------------------------------------------------
A group of LightSquared's lenders is seeking court approval to
auction off the company's so-called "LP" assets, a move that would
end Philip Falcone's control of the company.

In an August 28 filing, the group asked U.S. Bankruptcy Judge
Shelley Chapman for green light to hold an auction, with an offer
from Dish Network Corp.'s subsidiary serving as the lead bid.

The move is part of the Chapter 11 plan proposed by the lenders
for LightSquared LP and its nine affiliates.  LightSquared Inc.,
the holding company largely owned by Mr. Falcone and his
investment company Harbinger Capital Partners LLC, is not included
in the plan.

The assets will be sold through a competitive bidding process,
with L-Band Acquisition Corp.'s $2.22 billion offer serving as the
stalking horse bid.

An auction will be conducted on Dec. 4 at the New York offices of
White & Case LLP, the lenders group's legal counsel, if it
receives other offers for the assets.  Interested buyers have
until Nov. 27 to submit their bids.

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

L-Band's $2.22 billion bid is worth more because it includes
assumption of obligations under the company's contracts with
Inmarsat Plc and Boeing Co., according to the lenders group.  The
transaction, it said, is worth $3.5 billion.

The lenders, which own $1.3 billion of LightSquared's $1.7 billion
secured debt, want to take control of the auction, saying
LightSquared Inc. or any of its affiliates cannot run the auction
because of conflict of interest.

The group noted that the majority of LightSquared's directors also
worked for Harbinger and that its management is controlled by the
investment company, which wants to maintain its ownership and is
opposed to a sale.

"The party that is opposing the sale of LP assets and intends
instead to file a competing plan cannot conduct the sale auction,"
said the group's lawyer, Glenn Kurtz, Esq., at White & Case LLP,
in New York.

The lenders proposed that a committee composed of LightSquared's
independent directors should be appointed by the company to run
the auction in case they are not permitted by the court.  The
group also suggested the appointment of a bankruptcy trustee for
LightSquared units whose assets are included in the sale block
should the company refuse to appoint an independent committee.

Judge Chapman will hold a hearing on Sept. 24 to consider approval
of the request.  Objections are due by Sept. 17.

                      About LightSquared Inc.

LightSquared Inc. and 19 of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. S.D.N.Y. Lead Case No. 12-12080) on
May 14, 2012, to resolve regulatory issues that have prevented it
from building its coast-to-coast integrated satellite 4G wireless
network.

LightSquared had invested more than $4 billion to deploy an
integrated satellite-terrestrial network.  In February 2012,
however, the U.S. Federal Communications Commission told
LightSquared the agency would revoke a license to build out the
network as it would interfere with global positioning systems used
by the military and various industries.  In March 2012, the
Company's partner, Sprint, canceled a master services agreement.
LightSquared's lenders deemed the termination of the Sprint
agreement would trigger cross-defaults under LightSquared's
prepetition credit agreements.

LightSquared and its prepetition lenders attempted to negotiate a
global restructuring that would provide LightSquared with
liquidity and runway necessary to resolve its issues with the FCC.
Despite working diligently and in good faith, however,
LightSquared and the lenders were not able to consummate a global
restructuring on terms acceptable to all interested parties.

Lawyers at Milbank, Tweed, Hadley & McCloy LLP serve as counsel to
the Debtors.  Alvarez & Marsal North America, LLC, is the
financial advisor.  Kurtzman Carson Consultants LLC serves as
claims and notice agent.


LIGHTSQUARED INC: Facing Two Major September Hearings
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that LightSquared Inc., having lost the exclusive right in
July to submit a reorganization plan, faces two pivotal hearings
in September that may determine if majority shareholder Harbinger
Capital Partners LLC loses control or ownership.

The report recounts that with so-called exclusivity lost, an ad
hoc group of secured creditors filed a competing Chapter 11 plan
in July to sell the business. The opening bid would come from Dish
Networks Corp.  Originally, Dish was offering about $2 billion.
The lenders say Dish raised the cash price to $2.22 billion and
agreed to assume additional debt and contracts. Consequently, the
offer is now worth $3.5 billion, according to the lenders.  A sale
to Dish would pay almost all creditors in full, the lenders say.
Meanwhile, LightSquared received court permission to hire an
investment bank to locate financing to pay all creditors in full.

According to the report, the bankruptcy court scheduled a hearing
on Sept. 24 to approve auction and sale procedures.  On Sept. 30,
there will be a hearing to approve disclosure materials so
creditors can begin voting on the competing plans.

The report relates that the auction is to occur Dec. 6, followed
by a Dec. 10 confirmation hearing to approve one of the plans.

The lenders continue to accuse LightSquared of stalling the
bankruptcy for the benefit of Harbinger.  If LightSquared can pay
creditors in full, Philip Falcone's Harbinger could retain
ownership.

                      About LightSquared Inc.

LightSquared Inc. and 19 of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. S.D.N.Y. Lead Case No. 12-12080) on
May 14, 2012, to resolve regulatory issues that have prevented the
Company from building its coast-to-coast integrated satellite 4G
wireless network.

LightSquared had invested more than $4 billion to deploy an
integrated satellite-terrestrial network.  In February 2012,
however, the U.S. Federal Communications Commission told
LightSquared the agency would revoke a license to build out the
network as it would interfere with global positioning systems used
by the military and various industries.  In March 2012, the
Company's partner, Sprint, canceled a master services agreement.
LightSquared's lenders deemed the termination of the Sprint
agreement would trigger cross-defaults under LightSquared's
prepetition credit agreements.

LightSquared and its prepetition lenders attempted to negotiate a
global restructuring that would provide LightSquared with
liquidity and runway necessary to resolve its issues with the FCC.
Despite working diligently and in good faith, however,
LightSquared and the lenders were not able to consummate a global
restructuring on terms acceptable to all interested parties.

Lawyers at Milbank, Tweed, Hadley & McCloy LLP serve as counsel to
the Debtors.  Alvarez & Marsal North America, LLC, is the
financial advisor.  Kurtzman Carson Consultants LLC serves as
claims and notice agent.


M P M INC: Case Summary & Unsecured Creditor
--------------------------------------------
Debtor: M P M Inc.
        P.O. Box 6066
        San Juan, PR 00936

Bankruptcy Case No.: 13-06975

Chapter 11 Petition Date: August 27, 2013

Court: United States Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Judge: Brian K. Tester

Debtor's Counsel: Jesus Santiago Malavet, Esq.
                  SANTIAGO MALAVET AND SANTIAGO LAW OFFICE
                  473 Sagrado Corazon Street
                  San Juan, PR 00915
                  Tel: (787) 727-3058
                  Fax: (787) 726-5906
                  E-mail: jsantiago.smslopsc@gmail.com

Scheduled Assets: $2,893,000

Scheduled Liabilities: $1,204,102

In its list of 20 largest unsecured creditors, the Company placed
only one entry:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Antonio Nicolas           Advances for           $500,102
Moreda Toledo             development
GPO Box 6066
San Juan, PR 00936

The petition was signed by Antonio Nicolas Moreda Toledo,
president.


MACROSOLVE INC: Names MaloneBailey LLP as New Accountants
---------------------------------------------------------
MacroSolve, Inc., appointed MaloneBailey LLP as its new
independent registered public accounting firm effective Aug. 19,
2013.  The decision to engage MaloneBailey was recommended and
approved by the Company's audit committee.

During the two most recent fiscal years and through the date of
the Company's engagement of MaloneBailey, the Company did not
consult with MaloneBailey regarding either (1) the application of
accounting principles to a specified transaction, either completed
or proposed, or the type of audit opinion that might be rendered
on the Company's financial statements, and either a written report
was provided to the Company or oral advice was provided that
MaloneBailey concluded was an important factor considered by the
Company in reaching a decision as to the accounting, auditing or
financial reporting issue; or (2) any matter that was either the
subject of a disagreement (as defined in Regulation S-K Item
304(a)(1)(iv)) or a reportable event (as described in Regulation
S-K Item 304(a)(1)(v)).

                       About MacroSolve, Inc.

Tulsa, Okla.-based MacroSolve, Inc. (OTC BB: MCVE)
-- http://www.macrosolve.com/-- is a technology and services
company that develops mobile solutions for businesses and
government.  A mobile solution is typically the combination of
mobile handheld devices, wireless connectivity, and software that
streamlines business operations resulting in improved efficiencies
and cost savings.

Macrosolve incurred a net loss of $1.77 million in 2012, as
compared with a net loss of $2.53 million in 2011.  The Company's
balance sheet at March 31, 2013, showed $1.91 million in total
assets, $1.07 million in total liabilities and $846,954 in total
stockholders' equity.


MUSCLEPHARM CORP: Marine MP to Resell 780,000 Common Shares
-----------------------------------------------------------
MusclePharm Corporation registered an aggregate of 780,000 shares
of common stock, $0.001 par value per share, for resale by Marine
MP, LLC, all of which were issued to Marine MP pursuant to an
Endorsement Licensing and Co-Branding Agreement.

Marine MP will receive all of the net proceeds from the offering
of its shares.

The Company's common stock is presently quoted on the OTCBB under
the symbol "MSLP.OB".  On Aug. 19, 2013, the last reported sale
price for the Company's common stock on the OTC BB was $11.05 per
share.

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

                         http://is.gd/T3Ld5R

                          About MusclePharm

Headquartered in Denver, Colorado, MusclePharm Corporation
(OTC BB: MSLP) -- http://www.muslepharm.com/-- is a healthy life-
style company that develops and manufactures a full line of
National Science Foundation approved nutritional supplements that
are 100 percent free of banned substances.  MusclePharm is sold in
over 120 countries and available in over 5,000 U.S. retail
outlets, including GNC and Vitamin Shoppe.  MusclePharm products
are also sold in over 100 online stores, including
bodybuilding.com, Amazon.com and Vitacost.com.

The Company reported a net loss of $23.28 million in 2011,
compared with a net loss of $19.56 million in 2010.  The Company's
balance sheet at March 31, 2013, showed $20.53 million in total
assets, $13.31 million in total liabilities and $7.22 million in
total stockholders' equity.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, Berman & Company,
P.A., in Boca Raton, Florida, expressed substantial doubt about
the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has a net loss of
$23,280,950 and net cash used in operations of $5,801,761 for the
year ended Dec. 31, 2011; and has a working capital deficit of
$13,693,267, and a stockholders' deficit of $12,971,212 at
Dec. 31, 2011.


MYCO PROPERTY: Case Summary & 18 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: MYCO Property, L.P.
        400-410 Unity Street
        Latrobe, PA 15650

Bankruptcy Case No.: 13-23630

Chapter 11 Petition Date: August 27, 2013

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

Judge: Gregory L. Taddonio

Debtor's Counsel: Robert O. Lampl, Esq.
                  960 Penn Avenue, Suite 1200
                  Pittsburgh, PA 15222
                  Tel: (412) 392-0330
                  Fax: (412) 392-0335
                  E-mail: rol@lampllaw.com

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

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

A copy of the Company's list of its 18 largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/pawb13-23630.pdf

The petition was signed by Timothy Myers, managing partner.


NATIONAL ENVELOPE: R.R. Donnelley Resigns from Creditors Committee
-----------------------------------------------------------------
Roberta A. DeAngelis, U.S. Trustee for Region 3, filed on Aug. 2,3
2013, a second amended notice of the appointment of the Committee
of Unsecured Creditors in the Chapter 11 case of NE Opco, Inc., et
al.  The Amendment reflects the resignation of R.R. Donnelley &
Sons Company as of Aug. 22, 2013.

Thus, from five members as appointed on June 21, the Committee now
consists of four members:

   1. Plastic Suppliers, Inc.
      Attn: Peter E. Driscoll
      One Centennial Square
      Haddonfield, NJ 08033
      Tel: (856) 354-3103
      Fax: (856) 673-7103

   2. United Steelworkers
      Attn: David Jury
      Five Gateway Center, Room 807
      Pittsburgh, PA 15222
      Tel: (412) 562-2545
      Fax: (412) 562-2574

   3. Precise Rotary Die, Inc.
      Attn: Wanda Barak
      9250 Ivanhoe Street
      Schiller Park, IL 60176
      Tel: (847) 678-0001
      Fax: (847) 678-0082

   4. Gadge USA Inc.
      Attn: Glenn Weiser
      3000 Marcus Avenue, Suite 3E03
      Lake Success, NY 11042
      Tel: (516) 302-9009
      Fax: (516) 437-6553

The Notice was signed by Benjamin Hackman, Esq. for T. Patrick
Tinker, Assistant United States Trustee.

                      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.

The Official Committee of Unsecured Creditors is represented by
Pachulski Stang Ziehl & Jones LLP's Laura Davis Jones, Esq.,
Bradford J. Sandier, Esq., Robert J. Feinstein, Esq., and Peter J.
Keane, Esq.  Guggenheim Securities, LLC, serves as its investment
banker and financial advisor.

As reported in the TCR on July 25, National Envelope won court
approval on July 19 for a global settlement permitting a sale of
the company without objection from the official unsecured
creditors' committee.  The settlement ensures some recovery for
unsecured creditors.

The Company also won final approval for $67.5 million in
bankruptcy financing being supplied by Salus Capital Partners LLC.

The settlement will create a trust for unsecured creditors funded
with $250,000 over 10 weeks.  If a sale pays off the $67.5 million
of bankruptcy financing, the creditors' trust will receive another
$500,000.  From the first $4 million surplus after repaying
bankruptcy financing, secured lenders will receive 75 percent,
with the other 25 percent for unsecured creditors.  Secured
lenders will give 3 percent of additional sale proceeds to
unsecured creditors, all in return for the committee's agreement
to withhold objection to a sale.  The settlement creates a
separate $790,000 fund to be used in winding down the Chapter 11
case.

As reported in the TCR on August 26, NE Opco Inc., which does
business as National Envelope, struck a $65 million sales trifecta
Wednesday as the bankrupt envelope maker announced a series of
deals to parcel out its assets among three separate buyers.

The proposed transactions would see Connecticut-based printer
Cenveo Inc. acquire National Envelope's operating assets for
$25 million, Hilco Receivables LLC pick up accounts receivable for
$25 million and Southern Paper LLC take on its inventory for
$15 million, according to a sale motion filed in Delaware
bankruptcy court.


NATIONAL ENVELOPE: Committee Can Retain Guggenheim as Advisor
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
the Official Committee of Unsecured Creditors of N.E. Opco, Inc.,
et al., to retain Guggenheim Securities LLC as Investment Banker
and Financial Advisor to the Committee, nunc pro tunc to June 26,
2013.

As reported in the TCR on August 16, 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.

                      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.

The Official Committee of Unsecured Creditors is represented by
Pachulski Stang Ziehl & Jones LLP's Laura Davis Jones, Esq.,
Bradford J. Sandier, Esq., Robert J. Feinstein, Esq., and Peter J.
Keane, Esq.  Guggenheim Securities, LLC, serves as its investment
banker and financial advisor.

As reported in the TCR on July 25, National Envelope won court
approval on July 19 for a global settlement permitting a sale of
the company without objection from the official unsecured
creditors' committee.  The settlement ensures some recovery for
unsecured creditors.

The Company also won final approval for $67.5 million in
bankruptcy financing being supplied by Salus Capital Partners LLC.

The settlement will create a trust for unsecured creditors funded
with $250,000 over 10 weeks.  If a sale pays off the $67.5 million
of bankruptcy financing, the creditors' trust will receive another
$500,000.  From the first $4 million surplus after repaying
bankruptcy financing, secured lenders will receive 75 percent,
with the other 25 percent for unsecured creditors.  Secured
lenders will give 3 percent of additional sale proceeds to
unsecured creditors, all in return for the committee's agreement
to withhold objection to a sale.  The settlement creates a
separate $790,000 fund to be used in winding down the Chapter 11
case.

As reported in the TCR on August 26, NE Opco Inc., which does
business as National Envelope, struck a $65 million sales trifecta
Wednesday as the bankrupt envelope maker announced a series of
deals to parcel out its assets among three separate buyers.

The proposed transactions would see Connecticut-based printer
Cenveo Inc. acquire National Envelope's operating assets for
$25 million, Hilco Receivables LLC pick up accounts receivable for
$25 million and Southern Paper LLC take on its inventory for
$15 million, according to a sale motion filed in Delaware
bankruptcy court.


NATIONAL ENVELOPE: Committee Can Retain Pachulski Stang as Counsel
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
the Official Committee of Unsecured Creditors of NE Opco, Inc., et
al., to retain Pachulski Stang Ziehl & Jones LLP as counsel to the
Committee, nun pro tunc to June 21, 2013.

As reported in the TCR on July 31, 2013, PSCJ will provide these
services:

   a. Assisting, advising and representing the Committee in its
consultations with the Debtors regarding the administration of
these cases;

   b. Assisting, advising and representing the Committee with
respect to the Debtors' retention of professionals and advisors
with respect to the Debtors' business and these cases;

   c. Assisting, advising and representing the Committee in
analyzing the Debtors' assets and liabilities, investigating the
extent and validity of liens and participating in and reviewing
any proposed asset sales, any asset dispositions, financing
arrangements and cash collateral stipulations or proceedings;

   d. Assisting, advising and representing the Committee in any
manner relevant to reviewing and determining the Debtors' rights
and obligations under leases and other executory contracts;

   e. Assisting, advising and representing the Committee in
investigating the acts, conduct, assets, liabilities and financial
condition of the Debtors, the Debtors' operations and the
desirability of the continuance of any portion of those
operations, and any other matters relevant to the cases or to the
formulation of a plan;

   f. Assisting, advising and representing the Committee in
connection with any sale of the Debtors' assets;

   g. Assisting, advising and representing the Committee in its
participation in the negotiation, formulation, or objection to any
plan of liquidation or reorganization;

   h. Assisting, advising and representing the Committee in
understanding its powers and its duties under the Bankruptcy Code
and the Bankruptcy Rules and in performing other services as are
in the interests of those represented by the Committee;

   i. Assisting, advising and representing the Committee in the
evaluation of claims and on any litigation matters, including
avoidance actions; and

   j. Providing such other services to the Committee as may be
necessary in these cases.

The professionals and paralegals presently designated to represent
the Committee and their current standard hourly rates are:

          Laura Davis Jones       $975
          Robert J. Feinstein     $975
          Bradford J. Sandier     $750
          Shirley S. Cho          $695
          Peter J. Keane          $425
          Lynzy McGee             $295

                      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.

The Official Committee of Unsecured Creditors is represented by
Pachulski Stang Ziehl & Jones LLP's Laura Davis Jones, Esq.,
Bradford J. Sandier, Esq., Robert J. Feinstein, Esq., and Peter J.
Keane, Esq.  Guggenheim Securities, LLC, serves as its investment
banker and financial advisor.

As reported in the TCR on July 25, National Envelope won court
approval on July 19 for a global settlement permitting a sale of
the company without objection from the official unsecured
creditors' committee.  The settlement ensures some recovery for
unsecured creditors.

The Company also won final approval for $67.5 million in
bankruptcy financing being supplied by Salus Capital Partners LLC.

The settlement will create a trust for unsecured creditors funded
with $250,000 over 10 weeks.  If a sale pays off the $67.5 million
of bankruptcy financing, the creditors' trust will receive another
$500,000.  From the first $4 million surplus after repaying
bankruptcy financing, secured lenders will receive 75 percent,
with the other 25 percent for unsecured creditors.  Secured
lenders will give 3 percent of additional sale proceeds to
unsecured creditors, all in return for the committee's agreement
to withhold objection to a sale.  The settlement creates a
separate $790,000 fund to be used in winding down the Chapter 11
case.

As reported in the TCR on August 26, NE Opco Inc., which does
business as National Envelope, struck a $65 million sales trifecta
Wednesday as the bankrupt envelope maker announced a series of
deals to parcel out its assets among three separate buyers.

The proposed transactions would see Connecticut-based printer
Cenveo Inc. acquire National Envelope's operating assets for
$25 million, Hilco Receivables LLC pick up accounts receivable for
$25 million and Southern Paper LLC take on its inventory for
$15 million, according to a sale motion filed in Delaware
bankruptcy court.


NATIONAL ENVELOPE: Wants Lease Decision Period Extended to Jan. 6
-----------------------------------------------------------------
NE Opco, Inc., et al., ask the U.S. Bankruptcy Court for the
District of Delaware to extend the 120-day period for the Debtors
to assume or to reject unexpired non-residential real property
leases for 90 days, through and including Jan. 6, 2014.

According to papers filed with the Court on August 21, the Debtors
have a number of non-residential real property leases with various
third-party landlords, which leases cover most of the Debtors'
locations in the United States, including the Debtors' corporate
headquarters and a number of their plant, factory and warehouse
locations.

The Debtors tell the Court that are in the process of selling
their assets to multiple buyers, but such sale has not yet been
approved by the Court.  Thus, the Debtors say they must wait until
the conclusion of the sale process to determine the Purchasers'
intentions will be with respect to any leases relating to the
Debtors' business.  "Additionally, the complexity of the proposed
sales of the Debtors' assets to multiple purchasers has made it
virtually impossible for the Debtors to determine which leases
will be assumed or rejected," the Debtors add.

The hearing to consider the Motion will be held on Sept. 11, 2013,
at 12:00 p.m.  The Objection Deadline is Sept. 6, 2013, at 4:00
p.m.

The Motion was submitted by:

         Tyler D. Semmelman, Esq.
         Mark D. Collins, Esq.
         John H. Knight, Esq.
         Michael J. Merchant, Esq.
         Paul N. Heath, Esq.
         RICHARDS, LAYTON & FINGER, P.A.
         920 N. King Street
         Wilmington, Delaware 19801
         Tel: (302) 651-7700
         Fax: (302) 651-7701
         Counsel for Debtors and Debtors in Possession

                      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.

The Official Committee of Unsecured Creditors is represented by
Pachulski Stang Ziehl & Jones LLP's Laura Davis Jones, Esq.,
Bradford J. Sandier, Esq., Robert J. Feinstein, Esq., and Peter J.
Keane, Esq.  Guggenheim Securities, LLC, serves as its investment
banker and financial advisor.

As reported in the TCR on July 25, National Envelope won court
approval on July 19 for a global settlement permitting a sale of
the company without objection from the official unsecured
creditors' committee.  The settlement ensures some recovery for
unsecured creditors.

The Company also won final approval for $67.5 million in
bankruptcy financing being supplied by Salus Capital Partners LLC.

The settlement will create a trust for unsecured creditors funded
with $250,000 over 10 weeks.  If a sale pays off the $67.5 million
of bankruptcy financing, the creditors' trust will receive another
$500,000.  From the first $4 million surplus after repaying
bankruptcy financing, secured lenders will receive 75 percent,
with the other 25 percent for unsecured creditors.  Secured
lenders will give 3 percent of additional sale proceeds to
unsecured creditors, all in return for the committee's agreement
to withhold objection to a sale.  The settlement creates a
separate $790,000 fund to be used in winding down the Chapter 11
case.

As reported in the TCR on August 26, NE Opco Inc., which does
business as National Envelope, struck a $65 million sales trifecta
Wednesday as the bankrupt envelope maker announced a series of
deals to parcel out its assets among three separate buyers.

The proposed transactions would see Connecticut-based printer
Cenveo Inc. acquire National Envelope's operating assets for
$25 million, Hilco Receivables LLC pick up accounts receivable for
$25 million and Southern Paper LLC take on its inventory for
$15 million, according to a sale motion filed in Delaware
bankruptcy court.


NEW CENTURY FIN'L: Longos' Unsecured Claim Reduced to $1,850
------------------------------------------------------------
The Trustee for the Liquidating Trust of New Century TRS Holdings,
Inc., objected to Janet and Alfonso Longo's Unsecured Claim No.
3801 for $2,816,854.  On review, Judge Kevin Carey sustained, in
part, and denied, in part, the Trustee's objection.  The Longos'
Claim will be allowed in the amount of $1,850.

A copy of Judge Carey's July 29, 2013 Memorandum is available at
http://is.gd/5uUkl5from Leagle.com.

                      About New Century

Founded in 1995, Irvine, Calif.-based New Century Financial
Corporation (NYSE: NEW) -- http://www.ncen.com/-- was a real
estate investment trust, providing mortgage products to borrowers
nationwide through its operating subsidiaries, New Century
Mortgage Corporation and Home123 Corporation.   The Company was
among firms hit by the collapse of the subprime mortgage business
industry in 2006.

The company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2007 (Bankr. D. Del. Lead Case No.
07-10416).  Suzzanne Uhland, Esq., Austin K. Barron, Esq., and Ana
Acevedo, Esq., at O'Melveny & Myers LLP, and Mark D. Collins,
Esq., Michael J. Merchant, Esq., and Jason M. Madron, Esq., at
Richards, Layton & Finger, P.A., represent the Debtors.  The
Official Committee of Unsecured Creditors selected Hahn & Hessen
as its bankruptcy counsel and Blank Rome LLP as its co-counsel.

When the Debtors filed for bankruptcy, they disclosed total assets
of $36,276,815 and total debts of $102,503,950.

The Company sold its assets in transactions approved by the
Bankruptcy Court.

The Bankruptcy Court confirmed the Second Amended Joint Chapter 11
Plan of Liquidation of the Debtors and the Official Committee of
Unsecured Creditors on July 15, 2008, which became effective on
Aug. 1, 2008.  An appeal was taken and, on July 16, 2009, District
Judge Sue Robinson issued a Memorandum Opinion reversing the
Confirmation Order.  On July 27, 2009, the Bankruptcy Court
entered an Order Granting Motion of the Trustee for an Order
Preserving the Status Quo Including Maintenance of Alan M. Jacobs
as Liquidating Trustee, Plan Administrator and Sole Officer and
Director of the Debtors, Pending Entry of a Final Order Consistent
with the District Court's Memorandum Opinion.

On Nov. 20, 2009, the Court entered an Order confirming the
Modified Second Amended Joint Chapter 11 Plan of Liquidation.  The
Modified Plan adopted, ratified and confirmed the New Century
Liquidating Trust Agreement, dated as of Aug. 1, 2008, which
created the New Century Liquidating Trust and appointed Alan M.
Jacobs as Liquidating Trustee of New Century Liquidating Trust and
Plan Administrator of New Century Warehouse Corporation.


NESBITT PORTLAND: Seeks to Tap Jones Lang as Real Estate Broker
---------------------------------------------------------------
Nesbitt Portland Property, LLC, et al., seek permission from the
U.S. Bankruptcy Court for the Central District of California to
employ Jones Lang Lasalle Americas, Inc. as real estate broker,
nunc pro tunc to July 2, 2013.

The Debtors' proposed Chapter 11 Plan provides for, among other
things, a sale, either collectively or individually, of the hotels
owned by each of the Debtors led by their Chief Restructuring
Officer.  In line with this, Jones Lang will provide services in
connection with the marketing and disposition of the Hotels and
the sale of the Hotels to either a single purchaser or to multiple
purchasers.  Specifically, its duties and responsibilities
include, but are not limited to:

   -- determining marketing strategy;
   -- preparing marketing presentation materials;
   -- creating and implementing a marketing plan;
   -- preparing due diligence information;
   -- conducting negotiations among potential purchasers; and
   -- closing a sale transaction.

Jones Lang will be paid a Transaction Fee payable by the
applicable Debtor or Debtors from the sale proceeds equal to an
amount determined in accordance with this schedule:

If the Transaction is a sale to a third party, including the
Nesbitt Bidder:

  Total Sales Proceeds        Fee as a % of Total Sales Proceeds
  --------------------        ----------------------------------
Up to $150,000,000            0.40% of entire amount
Greater than $150,000,000     0.45% of entire amount
Greater than $160,000,000     0.50% of entire amount
Greater than $170,000,000     0.55% of entire amount
Greater than $175,000,000     0.60% of entire amount
Greater than $180,000,000     2.00% of an incremental amount
                              plus 0.60% on entire amount up to
                              $180,000,000

If the Hotels are acquired by any purchaser of the secured loan,
the Transaction Fee will be a flat fee of $400,000 pro-rated by
applicable percentages in Schedule A-1 to the Term Sheet of the
purchaser of the secured loan does not acquire all of the Hotels.

If the Secured Lender acquires the Hotels pursuant to a credit
bid:

  Credit Bid                          Fee
  ----------                          ---
Up to $150,000,000                    $250,000
From $150,000,001 - $160,000,000      $300,00
From $160,000,001 - $175,000,000      $350,00
Greater than $175,000,000             0.60% of credit bid amount

Jones Lang will be reimbursed for all direct out-of-pocket costs
and expenses.

Jeffrey Davis, managing director of the Hotels and Hospitality
Group of Jones Lang, assures the Court that his firm is a
"disinterested person" as defined in Section 327(a) of the
Bankruptcy Code.

The Secured Lender certified through its counsel that it has no
objection to the application.

Counsel for the Debtors are:

   Peter Susi, Esq.
   Jonathan Gura, Esq.
   SUSI GURA, P.C.
   Seven West Figueroa Street, Second Floor
   Santa Barbara, CA 93101
   Tel: (805) 965-1011
   Fax: (805) 965-7351

        - and -

   Joseph Sholder, Esq.
   GRIFFITH & THORNBURGH LLP
   Eight East Figueroa Street, Third Floor
   Santa Barbara, CA 93101
   Tel: (805) 965-5131
   Fax: (805) 965-6751

Counsel for the Secured Lender are:

   Michelle McMahon, Esq.
   Lawrence P. Gottesman, Esq.
   Kerry Moynihan, Esq.
   BRYAN CAVE LLP

              About Nesbitt Portland Property et al.

Windsor Capital Group Inc. CEO Patrick M. Nesbitt sent hotel-
companies to Chapter 11 bankruptcy to stop a receiver named by
U.S. Bank National Association from taking over eight hotels,
seven of which are operated as Embassy Suites brand hotels.  The
eighth hotel, located in El Paso, Texas, was previously operated
as an Embassy Suites hotel, but lost its franchise agreement.
The eight hotels were pledged by the Debtors as collateral for the
loans with U.S. Bank.

According to http://www.wcghotels.com/Santa Monica-based Windsor
Capital owns and/or operates 23 branded hotels in 11 states across
the U.S.  Windsor Capital is the largest private owner and
operator of Embassy Suites hotels.

In the case U.S. Bank vs. Nesbitt Bellevue Property LLC, et al.
(S.D.N.Y. 12 Civ. 423), U.S. Bank obtained approval from the
district judge in June to name Alan Tantleff of FTI Consulting,
Inc., as receiver for:

* Embassy Suites Colorado Springs in Colorado;
* Embassy Suites Denver Southeast in Colorado;
* Embassy Suites Cincinnati - Northeast in Blue Ash, Ohio;
* Embassy Suites Portland - Washington Square in Tigard, Oregon;
* Embassy Suites Detroit - Livornia/Novi in Michigan;
* Embassy Suites El Paso in Texas;
* Embassy Suites Seattle - North/Lynwood in Washington; and
* Embassy Suites Seattle - Bellevue in Washington

The receiver obtained district court permission to engage Crescent
Hotels and Resorts LLC to manage the eight hotels.  But before Mr.
Adam could take physical possession of the properties and take
control of the Hotels, the eight borrowers filed Chapter 11
petitions (Bankr. C.D. Cal. Lead Case No. 12-12883) on
July 31, 2012, in Santa Barbara, California.

The debtor-entities are Nesbitt Portland Property LLC; Nesbitt
Bellevue Property LLC; Nesbitt El Paso Property, L.P.; Nesbitt
Denver Property LLC; Nesbitt Lynnwood Property LLC; Nesbitt
Colorado Springs Property LLC; Nesbitt Livonia Property LLC; and
Nesbitt Blue Ash Property LLC.

Bankruptcy Judge Robin Riblet presides over the cases.  The
Jonathan Gura, Esq., and Peter Susi, Esq., at Susi & Gura, PC; and
Joseph M. Sholder, Esq., at Griffith & Thornburgh LLP, represent
the Debtor as counsel.  Alvarez & Marsal North American, LLC,
serves as financial advisors.

Attorneys at Kilpatrick Townsend & Stockton LLP represented the
Debtors in the receivership case.

U.S. Bank National Association, as Trustee and Successor in
Interest to Bank of America, N.A., as Trustee for Registered
Holders of GS Mortgage Securities Corporation II, Commercial
Mortgage Passthrough Certificates, Series 2006-GG6, acting by and
through Torchlight Loan Services, LLC, as special servicer, are
represented in the case by David Weinstein, Esq., and Lawrence P.
Gottesman, Esq., at Bryan Cave LLP.

On Sept. 5, 2012, the Debtors filed with the Court their schedules
of assets and liabilities.  Nesbitt Portland scheduled
$29.4 million in assets and $192.3 million in liabilities.
Nesbitt Portland's hotel property is valued at $27.19 million, and
secures a $191.9 million debt to U.S. Bank.


NXT ENERGY: Incurs C$1.15-Mil. Net Loss in Second Quarter
---------------------------------------------------------
NXT Energy Solutions Inc. reported a net loss of C$1.15 million on
C$nil survey revenue for the three months ended June 30, 2013,
compared with net income of C$30,660 on C$2.39 million of survey
revenue for the same period last year.

No survey operations were conducted in the Q2-13 period.

The Company reported a net loss of $1.19 million on C$2.68 million
of survey revenue for the six months ended June 30, 2013, compared
with net income of C$368,588 on C$5.21 million of survey revenue
for the corresponding period of 2012.

The Company said: "The 2013 YTD period reflects solely the
completion in Q1-13 of the survey contract that was conducted in
Pakistan.  The Q2-12 comparative period reflects completion of
survey projects flown in Argentina ($1.6 million) and Guatemala
($0.7 million), and the 2012 YTD period also includes completion
in Q1-12 of a survey which was flown in Colombia ($2.9 million).

The Company's balance sheet at June 30, 2013, showed
C$5.04 million in total assets, C$820,501 in total liabilities,
and stockholders' equity of $4.22 million.

The Company said: "There is substantial doubt about the
appropriateness of the use of the going concern assumption,
primarily due to current uncertainty about the timing and
magnitude of future SFD(R) survey revenues.  NXT recognizes that
it has limited ability to support operations significantly beyond
2013 without generating sufficient new revenue sources or securing
additional financing if required."

A copy of the Consolidated Financial Statements for the three
months ended June 30, 2013 is available at http://is.gd/mn260S

A copy of the Management's Discussion and Analysis for the three
months ended June 30, 2013, is available at http://is.gd/nV0FsF

NXT Energy Solutions Inc. (TSX-V: SFD; OTC: NSFDF) is a Calgary
based company that provides a unique aerial survey service to the
oil and natural gas exploration industry.  NXT's proprietary
Stress Field Detection ("SFD(R)") survey technology is based on
detecting subtle changes in earth's gravitational field from an
airborne platform.


OM GROUP: Moody's Withdraws Ba2 Ratings Following Debt Repayment
----------------------------------------------------------------
Moody's Investors Service has withdrawn all ratings for OM Group,
Inc., (Ba2 stable) and its subsidiary Harko CV (Netherlands)
following the company's full repayment of its term loans.

The following ratings have been withdrawn:

OM Group, Inc.

- Corporate Family Rating, Ba2

- Probability of Default, Ba2-PD

- $200 million senior secured revolving credit facility due
   2016, Ba2 (LGD3-39%)

- $100 million senior secured term loan A due 2016, Ba2
   (LGD3-39%)

- Speculative Grade Liquidity Rating, SGL-1

- Outlook, Stable

Harko CV (Netherlands)

- $350 million senior secured term loan B due 2017, Ba2
   (LGD3-39%)

- EUR175 million senior secured term loan B due 2017, Ba2
   (LGD3-39%)

- Outlook, Stable

Ratings Rationale:

OM Group, Inc. is a Cleveland, Ohio-based vertically integrated
producer of specialty chemicals, advanced materials, magnetic
materials and components, and batteries. OM Group had 2012
revenues of $1.6 billion.


ORCHARD BRANDS: Moody's Withdraws 'B2' Ratings
----------------------------------------------
Moody's Investors Service withdrew all debt ratings of Orchard
Brands Corporation, including the B2 Corporate Family Rating and
B2-PD Probability of Default Rating, as the proposed debt
financing was cancelled.

The following ratings have been withdrawn:

Issuer: Orchard Brands Corporation

Corporate Family Rating at B2;

Probability-of-Default Rating at B2-PD;

$180 million First Lien Term Loan due 2019 at B1 (LGD3, 43%).

$50 million Second Lien Term Loan due 2019 at Caa1 (LGD5,80%).


ORCKIT COMMUNICATIONS: May Ink $4.5MM License Pact with ECI
-----------------------------------------------------------
Orckit Communications Ltd. reached a non-binding understanding
with ECI Telecom Ltd. with respect to the terms of a proposed
transaction pursuant to which Orckit would grant an exclusive
license to ECI to develop, manufacture and sell products
comprising Orckit's Packet Transport technology.

If a definitive agreement is signed, Orckit would be entitled to
receive $4.5 million over a period of approximately four years on
the account of royalties payable on the sales arising from said
license and in consideration for the sale of inventory and
research and development equipment to ECI.  The royalty rate would
be set forth in the definitive agreement, with the rate with
respect to existing customers of Orckit being higher than the rate
with respect to other customers.  As a condition to the
transaction, ECI would hire certain present and former employees
of Orckit (including key employees and one officer), on terms to
be agreed between them.  Orckit would not be entitled to hire
those employees for a period of 18 months.

There can be no assurance that a definitive agreement will be
signed.

                            About Orckit

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

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

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


PATRIOT COAL: Peabody Must Complete Rule 2004 Documents by Oct. 31
------------------------------------------------------------------
Patriot Coal Corporation, et al., and the Official Committee of
Unsecured Creditors (the "Fiduciaries") jointly move the U.S.
Bankruptcy Court for the Eastern District of Missouri to compel
Peabody Energy Corporation to complete its production of documents
in compliance with this Court's order authorizing discovery
pursuant to Rule 2004 of the Federal Rules of Bankruptcy Procedure
by Oct. 1, 2013.

The Fiduciaries tell the Court:

   1. The Fiduciaries seek the Court's intervention - again - to
set a reasonable deadline for Peabody to complete its production
in response to the Rule 2004 subpoena that the Court authorized
the Fiduciaries to serve on Peabody.  Although the Fiduciaries
provided Peabody with a form of document request in January 2013,
almost eight months ago, to date Peabody has only produced 3,428
documents and states that its production will not be complete
until next year.

   2. This is not the first time this matter has been before the
Court.  As the Court is aware, the Fiduciaries are investigating
potential claims arising out of Peabody's spinoff of Patriot.  In
April 2013, after 14 weeks of negotiations had failed to produce
an agreement on the terms of discovery, this Court granted the
Fiduciaries' motion to conduct Rule 2004 discovery.

   3. That ruling, however, has failed to accelerate Peabody's
production.  The four months since have predominantly been
consumed with additional preliminary matters - the negotiation of
the forms of the Rule 2004 Order and a confidentiality agreement,
the identification of the specific backup tapes to be restored and
searched, and the negotiation of search terms that minimize the
need to review electronic information.  Peabody's very leisurely
cooperation has further delayed discovery, and, as a result,
Peabody has produced only a small amount of hardcopy documents and
virtually no electronic materials.

   4. At the same time it has failed to provide much actual
discovery, Peabody has refused to provide the Fiduciaries with
updates on the status of its review of electronic documents or the
mechanics of its document review.  Only when the Fiduciaries
brought this issue before the Court, at a conference on Aug. 20,
2013, did Peabody outline the status of its production,
astonishingly estimating that it could not complete production
before an unspecified date in the "early part of next year."

   5. The schedule that Peabody suggests - which would provide it
with a year or more after the Rule 2004 process began to complete
production - is outlandish.  Not only has Peabody known the scope
of the relevant documents requests since January, but a
drastically quicker process is readily achievable, given the scope
of the materials it has identified, the sophisticated search terms
agreed by the parties, a protective order that provides for a Rule
502(d) privilege clawback, the availability of automated
e-discovery review analytics that substantially streamline
production, and the substantial manpower (if needed) that
Peabody's counsel can bring to bear.  Accordingly, the Court
should direct that Peabody complete its production in response to
the Fiduciaries' Rule 2004 subpoena by Oct. 1, 2013, a date that
is eminently reasonable in light of the scope of potentially
responsive materials it has identified, the resources available to
it, and the time that has elapsed since Peabody was informed of
the Fiduciaries' requests.  To ensure that the matter proceeds
smoothly towards that date, the Fiduciaries respectfully request
that the Court also schedule regular telephonic status conferences
to allow Peabody to update the parties concerning any matters
relevant to the completion of its production.

A copy of the Rule 2004 Order is available at:

           http://bankrupt.com/misc/patriot.doc4114.pdf

                        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.


PATRIOT COAL: EY LLP to Provide Union Retirement Plan Audit Svcs.
-----------------------------------------------------------------
Patriot Coal Corporation, et al., in a third supplemental
application dated Aug. 29, 2013, asks the U.S. Bankruptcy Court
for the Eastern District of Missouri to enter an order expanding
the scope of the Debtors' employment and retention of Ernst &
Young LLP to provide, in addition to the previously authorized
audit services, certain union retirement plan audit services
pursuant to the terms and conditions of the additional engagement
letter dated as of Aug. 14, 2013, nunc pro tunc to Aug. 14, 2013.

In the Original Order dated Aug. 2, 2012, the Bankruptcy Court
authorized the Debtors to employ EY LLP to audit and report on
Patriot's consolidated financial statements and internal control
of financial reporting as of Dec. 31, 2012.

In the First Expansion Order dated March 15, 2013, the Bankruptcy
Court authorized the expansion of the scope of employment of EY
LLP to include auditing and reporting on Patriot's consolidated
financial statements and internal control of financial reporting
for the year ending Dec. 31, 2013.

In the Second Expansion Order dated April 22, 2013, the Bankruptcy
Court authorized Patriot to expand the employment of EY LLP to
include auditing and reporting on Patriot's 401(k) Retirement
Plan.

Pursuant to the terms of the Additional Engagement Letter, EY LLP
will provide these Union Retirement Plan Audit Services:

  * Auditing and reporting on the financial statements and
supplemental schedules of the Patriot Coal Corporation 401(k)
Union Savings Plan (the "Plan") for the years ended Dec. 31, 2011,
and Dec. 31, 2012, which are to be included in the Plan's
Form 5500 filing with the Employee Benefits Security
Administration of the Department of Labor (the "Plan Audit
Services"); and

  * Any special audit-related projects that are integral to and
necessary for the performance of the Plan Audit Services, such as
research and/or consultation on special Plan business or financial
issues (i.e., plan amendments, plan suspensions, etc.) (the
"Special Plan Audit-Related Services").

Pursuant to the terms and conditions of the Additional Engagement
Letter, the Debtors have agreed to pay EY LLP a fixed fee of
$35,000 for the Plan Audit Services.

In addition, fees for the Special Plan Audit-Related Services will
be billed on an hourly basis, separately from, and in addition to,
the Fee described above.  The hourly fees for any Special Plan
Audit-Related Services are:



     National Partner/Principal               $600
     Partner/Principal/Executive Director     $525
     Senior Manager                           $430
     Manager                                  $375
     Senior                                   $275
     Staff                                    $190

In addition to the fees set forth above, the Debtors and EY LLP
have agreed that the Debtors will reimburse EY LLP for any direct
expenses incurred in connection with EY LLP's retention in the
Debtors' Chapter 11 cases and the performance of the Union
Retirement Plan Audit Services.

                        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.


PENNSYLVANIA HIGHER: Fitch Keeps 'B' Ratings on 9 Note Classes
--------------------------------------------------------------
Fitch Ratings currently maintains ratings on the student loan
revenue bonds issued from the Pennsylvania Higher Education
Assistance Agency (PHEAA) trust indenture dated as of Aug. 1,
1997, as amended and supplemented (the 1997 Trust).
PHEAA has requested that Fitch confirm the existing ratings
assigned to the bonds issued under the 1997 Trust in connection
with an increase in the Auction Agent fee.

Fitch is treating this request as a notification. The Auction
Agent fee is expected to increase from 1bps or 1.15bps per annum
depending on the bond series to 2bps per annum with a minimum fee
of $1,500 per CUSIP per annum.

Based on the information provided, Fitch has performed cash flow
analysis and determined that the increase in the fee will not have
a material impact on the existing ratings at this time. This
determination only addresses the effect of the proposed fee
increase on the current ratings assigned by Fitch to the
securities listed below. This determination does not address
whether the fee increase is permitted by the terms of the
transaction documents. It does not address whether the fee
increase is in the best interests of, or prejudicial to, some or
all of the holders of the securities listed.

The current ratings of the bonds are as follows:

Pennsylvania Higher Education Assistance Agency 1997 Trust
Indenture Senior Class Notes

-- 2000-1 class F-1 'BBBsf'; Outlook Stable;
-- 2000-2 class H 'BBBsf'; Outlook Stable;
-- 2000-3 class J-3 'BBBsf'; Outlook Stable;
-- 2000-3 class J-4 'BBBsf'; Outlook Stable;
-- 2001 class L-1 'BBBsf'; Outlook Stable;
-- 2001 class L-2 'BBBsf'; Outlook Stable;
-- 2002-1 class N-1 'BBBsf'; Outlook Stable;
-- 2002-1 class N-2 'BBBsf'; Outlook Stable;
-- 2002-3 class R-1 'BBBsf'; Outlook Stable;
-- 2002-4 class T-1 'BBBsf'; Outlook Stable;
-- 2002-4 class T-2 'BBBsf'; Outlook Stable;
-- 2002-4 class T-3 'BBBsf'; Outlook Stable;
-- 2002-4 class T-4 'BBBsf'; Outlook Stable;
-- 2002-4 class T-5 'BBBsf'; Outlook Stable;
-- 2002-5 class V-1 'BBBsf'; Outlook Stable;
-- 2002-5 class V-2 'BBBsf'; Outlook Stable;
-- 2002-5 class V-3 'BBBsf'; Outlook Stable;
-- 2002-5 class V-4 'BBBsf'; Outlook Stable;
-- 2003-1 class W-1 'BBBsf'; Outlook Stable;
-- 2003-1 class W-2 'BBBsf'; Outlook Stable;
-- 2003-2 class Y-1 'BBBsf'; Outlook Stable;
-- 2003-2 class Y-2 'BBBsf'; Outlook Stable;
-- 2003-2 class Y-3 'BBBsf'; Outlook Stable;
-- 2003-2 class Y-4 'BBBsf'; Outlook Stable;
-- 2004-1 class Z-1 'BBBsf'; Outlook Stable;
-- 2004-1 class Z-3 'BBBsf'; Outlook Stable;
-- 2004-1 class Z-4 'BBBsf'; Outlook Stable;
-- 2004-2 class AA-1 'BBBsf'; Outlook Stable;
-- 2004-2 class AA-2 'BBBsf'; Outlook Stable;
-- 2004-3 class BB-1 'BBBsf'; Outlook Stable;
-- 2004-3 class BB-2 'BBBsf'; Outlook Stable;
-- 2004-3 class BB-3 'BBBsf'; Outlook Stable;
-- 2004-3 class BB-4 'BBBsf'; Outlook Stable;
-- 2005-1 class CC-2 'BBBsf'; Outlook Stable;
-- 2005-2 class DD-1 'BBBsf'; Outlook Stable;
-- 2005-2 class DD-2 'BBBsf'; Outlook Stable;
-- 2005-3 class EE-1 'BBBsf'; Outlook Stable;
-- 2005-3 class EE-2 'BBBsf'; Outlook Stable;
-- 2005-3 class EE-3 'BBBsf'; Outlook Stable;
-- 2005-3 class EE-4 'BBBsf'; Outlook Stable;
-- 2005-4 class GG-1 'BBBsf'; Outlook Stable;
-- 2005-4 class GG-2 'BBBsf'; Outlook Stable;
-- 2005-4 class GG-3 'BBBsf'; Outlook Stable;
-- 2005-4 class GG-4 'BBBsf'; Outlook Stable;
-- 2005-4 class GG-5 'BBBsf'; Outlook Stable;
-- 2006-1 class HH-1 'BBBsf'; Outlook Stable;
-- 2006-1 class HH-2 'BBBsf'; Outlook Stable;
-- 2006-1 class HH-3 'BBBsf'; Outlook Stable;
-- 2006-1 class HH-4 'BBBsf'; Outlook Stable;
-- 2006-1 class HH-5 'BBBsf'; Outlook Stable;
-- 2006-1 class HH-6 'BBBsf'; Outlook Stable;
-- 2006-1 class HH-7 'BBBsf'; Outlook Stable;
-- 2006-1 class HH-8 'BBBsf'; Outlook Stable;
-- 2006-1 class HH-9 'BBBsf'; Outlook Stable;
-- 2006-1 class HH-10 'BBBsf'; Outlook Stable;
-- 2006-2 class JJ-1 'BBBsf'; Outlook Stable;
-- 2006-2 class JJ-2 'BBBsf'; Outlook Stable;
-- 2006-2 class JJ-3 'BBBsf'; Outlook Stable;
-- 2006-2 class JJ-4 'BBBsf'; Outlook Stable;
-- 2006-2 class JJ-5 'BBBsf'; Outlook Stable;
-- 2006-2 class JJ-6 'BBBsf'; Outlook Stable;
-- 2006-2 class JJ-8 'BBBsf'; Outlook Stable;
-- 2006-2 class JJ-9 'BBBsf'; Outlook Stable;
-- 2006-2 class JJ-10 'BBBsf'; Outlook Stable;
-- 2007 class LL-2 'BBBsf'; Outlook Stable;
-- 2007 class LL-3 'BBBsf'; Outlook Stable;
-- 2007 class LL-4 'BBBsf'; Outlook Stable;
-- 2007 class LL-5 'BBBsf'; Outlook Stable;
-- 2007 class LL-6 'BBBsf'; Outlook Stable;
-- 2007 class LL-7 'BBBsf'; Outlook Stable;
-- 2007 class LL-8 'BBBsf'; Outlook Stable;
-- 2007 class LL-9 'BBBsf'; Outlook Stable;
-- 2007 class LL-10 'BBBsf'; Outlook Stable;
-- 2007 class MM-1 'BBBsf'; Outlook Stable;
-- 2007 class MM-2 'BBBsf'; Outlook Stable;
-- 2007 class MM-3 'BBBsf'; Outlook Stable;
-- 2007 class MM-4 'BBBsf'; Outlook Stable;
-- 2007 class MM-5 'BBBsf'; Outlook Stable;
-- 2007 class MM-6 'BBBsf'; Outlook Stable.

Pennsylvania Higher Education Assistance Agency 1997 Trust
Indenture Subordinate Class Notes

-- 2000-1 class G 'Bsf'; Outlook Stable;
-- 2000-3 class K 'Bsf'; Outlook Stable;
-- 2001 class M 'Bsf'; Outlook Stable;
-- 2002-4 class U 'Bsf'; Outlook Stable;
-- 2003-1 class X 'Bsf'; Outlook Stable;
-- 2005-3 class FF 'Bsf'; Outlook Stable;
-- 2006-1 class II 'Bsf'; Outlook Stable;
-- 2006 class KK 'Bsf'; Outlook Stable;
-- 2007 class NN 'Bsf'; Outlook Stable.


PERSONAL COMMUNICATIONS: Seeks to Sell Assets for $105-Mil.
-----------------------------------------------------------
Personal Communications Devices, LLC, and Personal Communications
Devices Holdings, LLC, seek permission from the U.S. Bankruptcy
Court for the Eastern District of New York to sell substantially
all of their assets to Quality One Wireless, LLC, and Q1W Newco,
LLC, for $105,250,000.

In recognition of the stalking horse's substantial expenditure of
time, energy and resources, and the benefits to the Debtors'
estates of securing a "stalking horse" or guaranteed minimum bid,
the Debtors seek to pay a break-up fee of $4,250,000 and an
expense reimbursement not to exceed $1,000,000.

The Debtors propose to conduct a competitive bidding process that
will result in the highest or best offer for the assets, while
affording appropriate protection for the stalking horse.
Accordingly, the Debtors ask the Court to approve procedures to
govern the bidding and sale of the assets.

The Debtors propose that the deadline for submitting bids will be
no later than Sept. 28.  If two or more qualified bids are
received, the Debtors propose to conduct an auction no later than
Oct. 3.  A hearing to consider approval of the sale will be
conducted on Oct. 8.

The Debtors are represented by Emanuel C. Grillo, Esq., Matthew L.
Curro, Esq., and Christopher Newcomb, Esq., at GOODWIN PROCTER
LLP, in New York; and Frank A. Oswald, Esq., David A. Paul, Esq.,
and Leo Muchnik, Esq., at TOGUT, SEGAL & SEGAL LLP, in New York.

                    About Personal Communications

Personal Communications Devices LLC and an affiliate, Personal
Communications Devices Holdings, LLC, filed for Chapter 11
bankruptcy (Bankr. E.D.N.Y. Case No. 13-74303) on Aug. 19, 2013,
in Central Islip, N.Y., estimating between $100 million
and $500 million in both assets and liabilities.  Bankruptcy Judge
Alan S. Trust oversees the case.  The petitions were signed by
Raymond F. Kunzmann as chief financial officer.

Attorneys at Goodwin Procter, LLP and Togut, Segal & Segal, LLP
serve as counsel to the Debtors.  Epiq Bankruptcy Solutions, LLC,
is the claims and notice agent.  BG Strategic Advisors, LLC, is
the financial advisor.   Richter Consulting, Inc., is the
investment banker.

PCD is advised in the sale transaction by Richter Consulting Inc.,
BG Strategic Advisors, and Goodwin Procter LLP.  Q1W is advised by
Raymond James and Associates, Inc. and Munsch Hardt Kopf & Harr,
P.C.

PCD -- http://www.pcdphones.com-- provides both carriers and
manufacturers an array of product life cycle management services
that includes planning and development; inventory; technical
testing; quality control; forward and reverse logistics; sell-in
and sell-thru, marketing & warranty support.  Its extensive
portfolio of high-quality and versatile wireless devices includes
feature phones, smartphones, tablets, mobile hotspots, modems,
routers, fixed wireless, M2M, GPS, and other innovative wireless
connectivity devices and accessories.  PCD is based in Hauppauge,
New York; and maintains operations facilities in Brea, California;
and Toronto, CA.


PERSONAL COMMUNICATIONS: Can Tap $40-Mil. of JPMorgan DIP Loan
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York
gave interim authority for Personal Communications Devices, LLC,
and Personal Communications Devices Holdings, LLC, to borrow $40
million of the $46 million under a senior secured debtor-in-
possession credit agreement with JPMorgan Chase Bank, N.A., as
administrative agent for a consortium of lenders.

The DIP Lenders will be granted first priority lien on all DIP
Collateral that is not otherwise subject to a lien, a perfected
first priority, senior priming lien on all DIP Collateral is is
senior to the replacement liens granted to prepetition lenders,
and a perfected junior lien on all property of the Debtors that is
subject to non-avoidable liens.  All of the DIP Obligations will
constitute allowed superpriority administrative claims.

The DIP Liens and DIP Claims are subject to a carve-out, which
means (x) allowed and unpaid professional fees and expenses and
(y) fees to the U.S. Trustee and the Clerk of Bankruptcy Court, in
an amount not exceeding $300,000.

The hearing to consider entry of a final DIP order is scheduled
for Sept. 4, 2013, at 10:00 a.m.

Charles L. Glerum, Esq. -- cglerum@edwardswildman.com -- at
Edwards Wildman Palmer LLP, in Boston, Massachusetts, as counsel
to JPMorgan Chase.

Keith Simon, Esq. -- keith.simon@lw.com -- at Latham & Watkins
LLP, as counsel to DLJ Investment Partners, L.P., DLJ Investment
Partners III and L.P. IP III Plan Investors, L.P., as Second Lien
Lenders.

Mark Salzberg, Esq. -- msalzberg@pattonboggs.com -- at Patton
Boggs LLP, as counsel to PineBridge Investments, Inc. and its
Affiliates.

William G. Rock, Esq. -- wrock@goodwin.com -- and Kathleen M.
LaManna, Esq. -- klamanna@goodwin.com -- at Shipman & Goodwin LLP,
as counsel to U.S. Bank National Association, as Second Lien
Agent.

                    About Personal Communications

Personal Communications Devices LLC and an affiliate, Personal
Communications Devices Holdings, LLC, filed for Chapter 11
bankruptcy (Bankr. E.D.N.Y. Case No. 13-74303) on Aug. 19, 2013,
in Central Islip, N.Y., estimating between $100 million
and $500 million in both assets and liabilities.  Bankruptcy Judge
Alan S. Trust oversees the case.  The petitions were signed by
Raymond F. Kunzmann as chief financial officer.

Attorneys at Goodwin Procter, LLP and Togut, Segal & Segal, LLP
serve as counsel to the Debtors.  Epiq Bankruptcy Solutions, LLC,
is the claims and notice agent.  BG Strategic Advisors, LLC, is
the financial advisor.   Richter Consulting, Inc., is the
investment banker.

PCD has a proposal in place to sell itself to Quality One Wireless
LLC for $105.3 million, subject to higher bids.  The Company is
asking the Court to approve guidelines to govern the bidding and
sale process.

PCD is advised in this transaction by Richter Consulting Inc., BG
Strategic Advisors, and Goodwin Procter LLP.  Q1W is advised by
Raymond James and Associates, Inc. and Munsch Hardt Kopf & Harr,
P.C.

PCD -- http://www.pcdphones.com-- provides both carriers and
manufacturers an array of product life cycle management services
that includes planning and development; inventory; technical
testing; quality control; forward and reverse logistics; sell-in
and sell-thru, marketing & warranty support.  Its extensive
portfolio of high-quality and versatile wireless devices includes
feature phones, smartphones, tablets, mobile hotspots, modems,
routers, fixed wireless, M2M, GPS, and other innovative wireless
connectivity devices and accessories.  PCD is based in Hauppauge,
New York; and maintains operations facilities in Brea, California;
and Toronto, CA.


PERSONAL COMMUNICATIONS: Can Use Cash Collateral Until Sept. 4
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York
gave interim authority for Personal Communications Devices, LLC,
and Personal Communications Devices Holdings, LLC, to use until
Sept. 4, 2013, the cash collateral securing their prepetition
indebtedness.

As adequate protection, prepetition lenders will be granted
replacement liens and superpriority administrative claims subject
to a carve out in an amount not exceeding $300,000.

The hearing to consider entry of a final Cash Collateral order is
scheduled for Sept. 4, 2013, at 10:00 a.m.

                    About Personal Communications

Personal Communications Devices LLC and an affiliate, Personal
Communications Devices Holdings, LLC, filed for Chapter 11
bankruptcy (Bankr. E.D.N.Y. Case No. 13-74303) on Aug. 19, 2013,
in Central Islip, N.Y., estimating between $100 million
and $500 million in both assets and liabilities.  Bankruptcy Judge
Alan S. Trust oversees the case.  The petitions were signed by
Raymond F. Kunzmann as chief financial officer.

Attorneys at Goodwin Procter, LLP and Togut, Segal & Segal, LLP
serve as counsel to the Debtors.  Epiq Bankruptcy Solutions, LLC,
is the claims and notice agent.  BG Strategic Advisors, LLC, is
the financial advisor.   Richter Consulting, Inc., is the
investment banker.

PCD has a proposal in place to sell itself to Quality One Wireless
LLC for $105.3 million, subject to higher bids.  The Company is
asking the Court to approve guidelines to govern the bidding and
sale process.

PCD is advised in this transaction by Richter Consulting Inc., BG
Strategic Advisors, and Goodwin Procter LLP.  Q1W is advised by
Raymond James and Associates, Inc. and Munsch Hardt Kopf & Harr,
P.C.

PCD -- http://www.pcdphones.com-- provides both carriers and
manufacturers an array of product life cycle management services
that includes planning and development; inventory; technical
testing; quality control; forward and reverse logistics; sell-in
and sell-thru, marketing & warranty support.  Its extensive
portfolio of high-quality and versatile wireless devices includes
feature phones, smartphones, tablets, mobile hotspots, modems,
routers, fixed wireless, M2M, GPS, and other innovative wireless
connectivity devices and accessories.  PCD is based in Hauppauge,
New York; and maintains operations facilities in Brea, California;
and Toronto, CA.


PERSONAL COMMUNICATIONS: Seeks to Pay Non-Insider Employee Bonuses
------------------------------------------------------------------
Personal Communications Devices, LLC, and Personal Communications
Devices Holdings, LLC, seek authority from the U.S. Bankruptcy
Court for the Eastern District of New York to make payments to
non-insider employees pursuant to their prepetition retention
bonus program.

In September 2012, the Debtors implemented the Retention Program
to induce the their employees to remain with the company.  Under
the Retention Program, the Debtors offered each of their employees
an increase in their base pay, along with two additional payments,
made in six-month intervals, provided that the employee remained
with the company through September 1, 2013.  The additional
payments ranged from a total of 40% to 100% of that employee's
annual base pay, with the first payment due and paid in March
2013.  The Board subsequently modified the Retention Program
to divide the second installment into three periods, paying the
amount payable for the first period from March 1 to June 13 on
June 14, 2013 and paying the amount payable for the second period
from June 14 to July 29 on July 29, 2013.  The remaining amounts
due under the Retention Program will vest on September 1, 2013 and
be payable on September 2, 2013.  However, if an employee is
terminated other than "for cause," the remaining amounts due under
that employee's Retention Agreement vest, and become payable upon
termination.

The Debtors state that if all non-insider employees who executed a
retention agreement remain employed for the full term of the
agreement, approximately $461,564 will be due and owing.

Emanuel C. Grillo, Esq., Matthew L. Curro, Esq., and Christopher
Newcomb, Esq., at GOODWIN PROCTER LLP, in New York; and Frank A.
Oswald, Esq., David A. Paul, Esq., and Leo Muchnik, Esq., at
TOGUT, SEGAL & SEGAL LLP, in New York.

                    About Personal Communications

Personal Communications Devices LLC and an affiliate, Personal
Communications Devices Holdings, LLC, filed for Chapter 11
bankruptcy (Bankr. E.D.N.Y. Case No. 13-74303) on Aug. 19, 2013,
in Central Islip, N.Y., estimating between $100 million
and $500 million in both assets and liabilities.  Bankruptcy Judge
Alan S. Trust oversees the case.  The petitions were signed by
Raymond F. Kunzmann as chief financial officer.

Attorneys at Goodwin Procter, LLP and Togut, Segal & Segal, LLP
serve as counsel to the Debtors.  Epiq Bankruptcy Solutions, LLC,
is the claims and notice agent.  BG Strategic Advisors, LLC, is
the financial advisor.   Richter Consulting, Inc., is the
investment banker.

PCD has a proposal in place to sell itself to Quality One Wireless
LLC for $105.3 million, subject to higher bids.  The Company is
asking the Court to approve guidelines to govern the bidding and
sale process.

PCD is advised in this transaction by Richter Consulting Inc., BG
Strategic Advisors, and Goodwin Procter LLP.  Q1W is advised by
Raymond James and Associates, Inc. and Munsch Hardt Kopf & Harr,
P.C.

PCD -- http://www.pcdphones.com-- provides both carriers and
manufacturers an array of product life cycle management services
that includes planning and development; inventory; technical
testing; quality control; forward and reverse logistics; sell-in
and sell-thru, marketing & warranty support.  Its extensive
portfolio of high-quality and versatile wireless devices includes
feature phones, smartphones, tablets, mobile hotspots, modems,
routers, fixed wireless, M2M, GPS, and other innovative wireless
connectivity devices and accessories.  PCD is based in Hauppauge,
New York; and maintains operations facilities in Brea, California;
and Toronto, CA.


PETTERS GROUP: Fundraiser Seeking Shorter Sentence
--------------------------------------------------
Jacqueline Palank, writing for The Wall Street Journal, reports
that Frank E. Vennes Jr., a fundraiser for convicted Ponzi-scheme
operator Tom Petters, is asking a federal judge to issue him a
shorter sentence, one that includes periods of home confinement
and community system.  Mr. Vennes says his lack of knowledge of
the multibillion-dollar fraud entitle him to a reduced prison
sentence, as do his long history of charitable work, "fragile
health" and cooperation with prosecutors.

Mr. Vennes faces up to 15 years in prison after pleading guilty in
February to fraudulently raising money from individuals and hedge
funds to invest in Mr. Petters's Ponzi scheme.  The report says
the plea agreement, which covers one count of securities fraud and
one count of money laundering, carries a maximum sentence of 15
years. (Mr. Petters is serving 50 years, though he is trying to
cut his sentence down to 30 years.)

According to the report, should he face time behind bars, Mr.
Vennes has asked that he be sent to a federal prison in Florida,
"near his support system and in weather favorable to his medical
condition."  The report notes Mr. Vennes not only has a pacemaker
but also suffers from hypertension, osteopenia, psoriasis, and
psoriatic arthritis.

                    About Petters Company, Inc.

Based in Minnetonka, Minn., Petters Group Worldwide LLC is a
collection of some 20 companies, most of which make and market
consumer products.  It also works with existing brands through
licensing agreements to further extend those brands into new
product lines and markets.  Holdings include Fingerhut (consumer
products via its catalog and Web site), SoniqCast (maker of
portable, WiFi MP3 devices), leading instant film and camera
company Polaroid (purchased for $426 million in 2005), Sun Country
Airlines (acquired in 2006), and Enable Holdings (online
marketplace and auction for consumers and manufacturers' overstock
inventory).  Founder and chairman Tom Petters formed the company
in 1988.

Petters Company, Inc., is the financing and capital-raising unit
of Petters Group Worldwide.

Thomas Petters, the founder and former CEO of Petters Group, has
been indicted and a criminal proceeding against him is proceeding
in the U.S. District Court for the District of Minnesota.

Petters Company, Petters Group Worldwide and eight other
affiliates filed separate petitions for Chapter 11 protection
(Bankr. D. Minn. Lead Case No. 08-45257) on Oct. 11, 2008.  In its
petition, Petters Company estimated its debts at $500 million and
$1 billion.  Parent Petters Group Worldwide estimated its debts at
not more than $50,000.

Fruth, Jamison & Elsass, PLLC, represents Douglas Kelley, the duly
appointed Chapter 11 Trustee of Petters Company, Inc., et al.  The
trustee tapped Haynes and Boone, LLP as special counsel, and
Martin J. McKinley as his financial advisor.

Petters Aviation, LLC, and affiliates MN Airlines, LLC, doing
business as Sun Country Airlines, Inc., and MN Airline Holdings,
Inc., filed separate petitions for Chapter 11 bankruptcy
protection (Bankr. D. Minn. Case Nos. 08-45136, 08-35197 and
08-35198) on Oct. 6, 2008.  Petters Aviation is a wholly owned
unit of Thomas Petters Inc. and owner of MN Airline Holdings, Sun
Country's parent company.


PETRON ENERGY: To Issue 3 Million Shares Under Incentive Plan
-------------------------------------------------------------
Petron Energy II, Inc., registered 3 million shares of common
stock issuable under the Company's 2013 Equity Incentive Plan for
a proposed maximum aggregate offering price of $150,000.  A copy
of the Form S-8 prospectus is available at http://is.gd/G3lqEU

                         About Petron Energy

Dallas-based Petron Energy II, Inc., is engaged primarily in the
acquisition, development, production, exploration for and the sale
of oil, gas and gas liquids in the United States.  As of Dec. 31,
2011, the Company is operating in the states of Texas and
Oklahoma.  In addition, the Company operates two gas gathering
systems located in Tulsa, Wagoner, Rogers and Mayes counties of
Oklahoma.  The pipeline consists of approximately 132 miles of
steel and poly pipe, a gas processing plant and other ancillary
equipment.  The Company sells its oil and gas products primarily
to a domestic pipeline and to another oil company.

The Company's balance sheet at March 31, 2013, showed
$2.24 million in total assets, $3.47 million in total liabilities,
and a stockholders' deficit of $1.23 million

Petron Energy incurred a net loss of $8.32 million on $326,343 of
total revenue for the year ended Dec. 31, 2012, as compared with a
net loss of $3.12 million on $199,387 of total revenue for the
year ended Dec. 31, 2011.

KWCO, PC, in Odessa, TX, issued a "going concern" qualification on
the consolidated financial statements for the year ended Dec. 31,
2012.  The independent auditors noted that the Company's
significant operating losses since inception raise substantial
doubt about its ability to continue as a going concern.


PHOENIX COMPANIES: A.M. Best Cuts Fin. Strength Rating to B(fair)
-----------------------------------------------------------------
A.M. Best Co. has downgraded the financial strength ratings (FSR)
to B (Fair) from B+ (Good) and issuer credit ratings (ICR) to
"bb+" from "bbb-" of the subsidiaries of The Phoenix Companies,
Inc. (Phoenix) [NYSE: PNX]. Concurrently, A.M. Best has downgraded
the ICR and senior debt rating to "b" from "b+" of Phoenix.
Additionally, A.M. Best has downgraded the debt rating to "bb-"
from "bb" of the existing surplus notes of Phoenix Life Insurance
Company. The FSRs have been removed from under review with
negative implications and assigned a stable outlook, and the ICRs
have been removed from under review with negative implications and
assigned a negative outlook. All companies are headquartered in
Hartford, CT.

The rating downgrades follow Phoenix's recent announcement of its
second quarter statutory results and estimated operating metrics
as well as the continued delay in the filing of its audited GAAP
and statutory statements. Due to its stated complexity and
expanded scope, the restatement process has been extended beyond
A.M. Best's original expectations. A.M. Best has become concerned
with the increased potential for material and adverse adjustments
to be reported during the course of the restatement process, and
the ultimate impact on Phoenix's reported GAAP and statutory
results. In addition, while Phoenix has provided quarterly
unaudited statutory results for its life subsidiaries since the
restatement period began, the organization is currently unable to
provide year-end 2012 audited statutory results due to the delay
of its GAAP filings. Although statutory capital and surplus had
been steadily increasing through year-end 2012, the operating
subsidiaries have reported a sizeable decline in capital and
surplus in 2013, due to a dividend payment to the holding company,
negative net prior year adjustments to surplus and a tax payment
to the holding company as a result of interest rate hedges
instituted in the life companies earlier this year. A.M. Best
notes that in addition to the unfavorable financial impacts
related to the restatement process, Phoenix has acknowledged that
its management believes it has identified multiple material
weaknesses in its accounting controls, which A.M. Best views as an
ongoing distraction and evidence of the need for a more robust
risk management process.

Positive rating actions may occur upon the filing of up-to-date
audited GAAP and statutory filings if the errors identified in the
aggregate are not materially adverse with respect to the group's
capitalization. Additionally, A.M. Best would need to be
comfortable that any and all identified material control
weaknesses in accounting or operations have been remediated.
Conversely, if A.M. Best notes uneven or poor trends in earnings,
sales, risk-adjusted capital or investment portfolio losses,
negative rating actions are probable. Negative rating actions also
may result if materially adverse adjustments to the financial
statements are ultimately reported.

The FSRs have been downgraded to B (Fair) from B+ (Good) and the
ICRs to "bb+" from "bbb-" for the following subsidiaries of The
Phoenix Companies, Inc.:

  Phoenix Life Insurance Company
  PHL Variable Insurance Company
  Phoenix Life and Annuity Company
  American Phoenix Life and Reassurance Company

The following debt ratings have been downgraded:

The Phoenix Companies, Inc.

-- to "b" from "b+" on $300 million 7.45% senior unsecured notes,
    due 2032 ($253 million outstanding)

Phoenix Life Insurance Company

-- to "bb-" from "bb" on $175 million 7.15% surplus notes, due
    2034 ($126 million outstanding)


PLC SYSTEMS: Gregory Mann Assumes Unit Managing Director Role
-------------------------------------------------------------
PLC Systems Inc. terminated the employment of Vincent Puglisi, the
Managing Director, International of the Company's subsidiary, PLC
Medical Systems, Inc.  Mr. Puglisi will receive severance
compensation equal to $83,281.  Mr. Gregory W. Mann, the Company's
chief financial officer, will assume the duties of Managing
Director, International, while also serving as the Comany's CFO.

As part of a series of cost-cutting measures, the annual base
salary of Mark Tauscher, the Company's chief executive officer,
was reduced from $325,461 to $225,000.

In addition, Mr. Tauscher's employment agreement provides for the
payment to Mr. Tauscher of 150 percent of the sum of his highest
annualized base salary during the preceding three-year period and
his previous calendar year's bonus if Mr. Tauscher's employment is
terminated by the Company without cause or, within 12 months after
a sale or change in control of PLC (including without limitation
the approval of a liquidation or dissolution of PLC), by Mr.
Tauscher following a reduction in his position, authority or
responsibilities, a material reduction in salary or benefits or
his relocation more than 100 miles from Milford, MA.  This
agreement has now been modified to provide that if Mr. Tauscher's
employment is terminated by the Company within 12 months after a
sale or change in control of PLC (including without limitation the
approval of a liquidation or dissolution of PLC), Mr. Tauscher's
base salary for determining the amount of any severance benefit
shall remain at the greater of Mr. Tauscher's previous base salary
of $325,461 or his base salary as then in effect.  If Mr.
Tauscher's employment is terminated following a change in control,
the severance benefit will be payable as follows: (i) $300,000 of
the severance payment will be payable in cash, and (ii) any amount
of the severance benefit in excess of $300,000 will be payable in
the common stock of PLC, or if PLC is not the surviving
corporation, the successor business following that change in
control based upon the closing price of that common stock on the
date of the change in control.  All other terms of Mr. Tauscher's
employment agreement remain unchanged.

                         About PLC Systems

Milford, Massachusetts-based PLC Systems Inc. is a medical device
company specializing in innovative technologies for the cardiac
and vascular markets.  The Company's key strategic growth
initiative is its newest marketable product, RenalGuard(R).
RenalGuard is designed to reduce the potentially toxic effects
that contrast media can have on the kidneys when it is
administered to patients during certain medical imaging
procedures.

PLC Systems disclosed a net loss of $8.38 million on $1.08 million
of revenue for the year ended Dec. 31, 2012, as compared with a
net loss of $5.75 million on $671,000 of revenue in 2011.  The
Company's balance sheet at March 31, 2013, showed $3.56 million in
total assets, $22.87 million in total liabilities and a $19.30
million total stockholders' deficit.

McGladrey LLP, in Boston, Massachusetts, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that the
Company has sustained recurring net losses and negative cash flows
from continuing operations, which raises substantial doubt about
its ability to continue as a going concern.


PRIME TIME: Case Summary & 7 Unsecured Creditors
------------------------------------------------
Debtor: Prime Time Properties, LLC
        P.O. Box 2665
        Olathe, KS 66063

Bankruptcy Case No.: 13-22231

Chapter 11 Petition Date: August 27, 2013

Court: United States Bankruptcy Court
       District of Kansas (Kansas City)

Debtor's Counsel: Richard C. Wallace, Esq.
                  EVANS & MULLINIX, P.A.
                  7225 Renner Road-Ste. 200
                  Shawnee, KS 66217
                  Tel: (913) 962-8700
                  Fax: (913) 962-8701
                  E-mail: richard@evans-mullinix.com

Scheduled Assets: $1,983,121

Scheduled Liabilities: $791,257

A copy of the Company's list of its largest unsecured creditors,
filed together with the petition, is available for free at
http://bankrupt.com/misc/ksb13-22231.pdf

The petition was signed by Eli R. Nitz, member.

Affiliate that simultaneously filed separate Chapter 11 petition:

   Debtor                              Case No.
   ------                              --------
   ERN, LLC                            13-22230


PRM FAMILY: Can Hire Landegger Baron as Immigration Counsel
-----------------------------------------------------------
PRM Family Holding Company, L.L.C. and its debtor-affiliates
sought and obtained authority from the U.S. Bankruptcy Court for
the District of Arizona to employ Landegger, Baron, Lavenant &
Ingber - a law corporation, as special counsel, to represent them
in employment and immigration related cases pending before
administrative agencies and civil courts.

The Cases involve the Debtors' present and former employees and
the Debtors' company operations.

Landegger has represented the Debtors since 1992 and continues to
represent the Debtors.

The Debtors assure the Court that Landegger does not represent or
hold any interest adverse to the Debtors or to its estates with
respect to the matter on which the firm is to be employed.

Although Landegger holds a prepetition claim against the Debtors,
Landegger has specialized knowledge and familiarity with the Cases
to justify their employment.  Their employment is authorized by 11
U.S.C. Section 327(e) and applicable case law.

Attorneys for Debtors may be reached at:

   Isaac D. Rothschild, Esq.
   Michael McGrath, Esq.
   Fredrick J. Petersen, Esq.
   MESCH, CLARK & ROTHSCHILD, P.C.
   259 North Meyer Avenue
   Tucson, AZ 85701
   Tel: (520) 624-8886
   Fax: (520) 798-1037
   E-mail: mmcgrath@mcrazlaw.com
           fpetersen@mcrazlaw.com

                        About PRM Family

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

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

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

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

PRM Family estimated liabilities in excess of $10 million.

Judge Sarah Sharer Curley oversees the case.  Michael McGrath,
Esq., Scott H. Gan, Esq., Frederick J. Petersen, Esq., Kasey C.
Nye, Esq., David J. Hindman, Esq., and Isaac D. Rothschild, Esq.,
at Mesch, Clark & Rothschild, P.C., serve as the Debtor's counsel.
HG Capital Partners' Jim Ameduri serves as financial advisor.

Attorneys at Freeborn & Peters LLP, in Chicago, Ill., represent
the Official Committee of Unsecured Creditors as lead counsel.
Attorneys at Schian Walker, P.L.C., in Phoenix, Arizona, represent
the Committee as local counsel.  O'Keefe & Associates Consulting,
LLC, serves as financial advisor to the Committee.

Robert J. Miller, Esq., Bryce A. Suzuki, Esq., and Justin A.
Sabin, Esq., at Bryan Cave LLP, in Phoenix, serve as counsel for
Bank of America, N.A., as administrative agent and a lender under
an amended and restated credit agreement dated July 1, 2011.


PRM FAMILY: Wants to Employ Gursey Schneider as Accountants
-----------------------------------------------------------
PRM Family Holding Company, L.L.C. and its debtor-affiliates seek
authority from the U.S. Bankruptcy Court for the District of
Arizona to employ Gursey, Schneider LLP by Nazfar Afshar, CPA/CFF
as accountants to prepare tax returns and perform a 401k audit for
tax year 2012.

Counsel for the Debtors, Michael McGrath, Esq. and Fredrick J.
Petersen, Esq., at Mesch, Clark & Rothschild, P.C., tell the Court
that the proposed budget for these services is estimated in the
amount of $140,710.00.

The Debtors will pay the firm its regular hourly rates which are
$375 per hour for partners, $310 per hour for supervisors, and
$215 per hour for Staff members.

The Debtors assure the Court that Gursey Schneider by Nazfar
Afshar is a "disinterested person" as that term is defined in
Section 101(13) of the Bankruptcy Code.

                        About PRM Family

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

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

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

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

PRM Family estimated liabilities in excess of $10 million.

Judge Sarah Sharer Curley oversees the case.  Michael McGrath,
Esq., Scott H. Gan, Esq., Frederick J. Petersen, Esq., Kasey C.
Nye, Esq., David J. Hindman, Esq., and Isaac D. Rothschild, Esq.,
at Mesch, Clark & Rothschild, P.C., serve as the Debtor's counsel.
HG Capital Partners' Jim Ameduri serves as financial advisor.

Attorneys at Freeborn & Peters LLP, in Chicago, Ill., represent
the Official Committee of Unsecured Creditors as lead counsel.
Attorneys at Schian Walker, P.L.C., in Phoenix, Arizona, represent
the Committee as local counsel.  O'Keefe & Associates Consulting,
LLC, serves as financial advisor to the Committee.

Robert J. Miller, Esq., Bryce A. Suzuki, Esq., and Justin A.
Sabin, Esq., at Bryan Cave LLP, in Phoenix, serve as counsel for
Bank of America, N.A., as administrative agent and a lender under
an amended and restated credit agreement dated July 1, 2011.


PTM TECHNOLOGIES: Court Rejects Debtor's, Lender's Rival Plans
--------------------------------------------------------------
Bankruptcy Judge William L. Stocks declined to accept both the
competing chapter 11 plans proposed by:

     -- debtor PTM Technologies, a wholly owned subsidiary of
        Renegade Holdings, Inc., which filed a Modified Plan
        dated August 31, 2012 and modified November 12, 2012; and

     -- General Electric Capital Corporation, which filed a Third
        Amended Chapter 11 Plan dated Nov. 14, 2012 and modified
        Nov. 27, 2012.

GE Capital holds a claim in the amount of $5,046,953 based on GE
Capital having refinanced indebtedness that was incurred by PTM
for the purchase of various equipment and machinery.

A hearing on the competing Plans were held Feb. 26, 2013.

Charles M. Ivey, III, Esq., appeared as attorney for the Debtor
PTM; John A. Northen appeared as special counsel for Peter L.
Tourtellot, the Chapter 11 Trustee for Renegade Holdings, Inc.,
Alternative Brands, Inc. and Renegade Tobacco Co, Inc.; Alexander
Terras and Rebecca A. Leigh appeared on behalf of GE Capital; Paul
A. Fanning appeared on behalf of Bank of the Carolinas; James C.
Lanik appeared on behalf of Seacap Leasing Associates, successor
to Maxus Capital Group; and Robyn C. Whitman appeared on behalf of
the United States Bankruptcy Attorney.

                             PTM Plan

The Debtor's Plan contemplates that the Debtor will continue in
business following confirmation. Under the Plan, funds for the
payment of creditors will be derived from three sources: funds on
hand, payment of lease payments from the ABI Lease, and recovery
of the PTM Administrative Expense Claim in the Renegade case. The
Debtor's Plan adopts the lease agreement agreed to by the Debtor
and ABI.  Under the proposed terms, the lease is for a period of
six years.  During the first 12 months of the lease, the lease
payment is $70,000 per month and increases to $95,000 per month
during months 13 through month 72.  The Plan further contemplates
the appointment of a Plan Administrator with authority to collect
and distribute proceeds and enforce the ABI Lease. A Plan
Committee will be formed only upon the removal, death, or
incapacity of the Plan Administrator, or notification to creditors
of the default and failure to cure default of the Equipment Lease.

The Debtor's Plan classifies the claims of creditors and equity
security into the following five classes:

Class 1 consists of the secured claim of Huntington Bank. This
claim was previously paid in full pursuant to the court's June 27,
2012 order approving settlement of the claim in the amount of
$367,713.95.

Class 2 consists of all government entities who are owed priority
tax claims under 11 U.S.C. Sec. 507(a)(8). Under the Plan, these
claims will be paid in cash, in full from available cash as
generated on the Effective Date of the Plan or immediately
following the entry of a final order liquidating and allowing the
priority tax claim.

Class 3 consists of the guaranty claim held by Bank of the
Carolinas ("BofC"). BofC holds a secured claim in the Renegade
Debtors' proceeding, secured by assets in that proceeding. Under
the Renegade Debtors' plan, the guaranty debt is scheduled to be
paid in full. If the claim is not paid under the Renegade Plan,
the Debtor's Plan provides that the claim shall be set in the
amount of $300,000 as an allowed unsecured claim recognized under
Class 4 of the Plan.

Class 4 consists of general unsecured claims. Under the Plan, all
general unsecured claims shall be paid in full over a period of
six years on a pro rata basis from funds received under the
Equipment Lease, and following confirmation will bear interest at
an annual rate of 5.25 percent until paid in full. The Debtor
anticipates that the funds received from the Equipment Lease will
be insufficient to pay all Allowed General Unsecured creditor
Claims in full after six years; therefore, the final payment to be
paid by the post-confirmation Debtor shall equal the amount which
is required to pay off the claims in full.

Class 5 consists of equity interests in the Debtor. This class
shall receive no distribution under the Plan. After payment in
full of all claims, all rights of corporate governance shall be
restored to the existing ownership interests. Under the Plan, if
Classes 1 through 4 have been paid in full with interest and funds
remain, the Plan Administrator shall turn over the funds to
holders of Class 5 Interests.

The only claimant voting against the Debtor's Plan was GE Capital
who filed a negative vote in Class 4. As a result of the GE
ballot, the Plan was rejected by that class because the size of
the GE Claim prevented compliance with the requirement under
section 1126(c) that acceptance by at least two-thirds of the
amount of the claims in a class is required in order to have
acceptance by that class. The Plan was accepted by all other
classes except for Class 1, which was deemed to have rejected the
Plan as a result of no ballot having been filed.

GE objected to the confirmation of the Debtor's plan on the basis
that the Debtor's Plan is not in the best interest of creditors.
GE further contends that the Debtor's plan is not fair and
equitable with regard to Class 4 claims because it omits the
accrual and payment of interest on unsecured claims during the
pendency of the bankruptcy case. Additionally, GE asserts that the
Debtor's Plan violates the absolute priority rule because it
allows equity interest holders to retain their interests in the
reorganized Debtor while paying unsecured creditors less than
their contractual right to payment. Finally, GE asserts that the
Debtor's Plan is not proposed in good faith.

Seacap Leasing, successor to Maxus Capital, also objected to the
Debtor's Plan on the grounds that it is not in the best interest
of creditors as required by section 1129(a)(7), and that the Plan
fails to meet the requirements of section 1129(b) in that the Plan
is not fair and equitable with respect to Class 4.

                              GE Plan

GE's competing Plan differs from PTM's plan in four significant
ways.  First, the GE Plan categorizes the unsecured claim of
Carolina Bank into a separate class from the other unsecured
claims.  Second, the GE Plan provides general unsecured creditors
post petition interest at the rate of four percent per annum from
the petition date until the effective date of the Plan. Third, the
GE Plan provides accrual and payment of post-confirmation interest
from the effective date of the Plan forward at the rate of seven
percent per annum, compared to 5.25 percent under the Debtor's
Plan.  Finally, the GE Plan provides for the immediate appointment
of a Plan Committee, and gives the Committee substantial authority
over the day-to-day operations of the post-confirmation Debtor.

The GE Plan classifies the claims of creditors and equity security
holders into these six classes:

Class 1 consists of the secured claim of Huntington Bank. Under
the GE Plan, the claim is deemed satisfied in full as a result of
having been paid pursuant to an order of the court.

Class 2 consists of all unsecured priority claims. Under the GE
Plan, if any such claims exist, they will be paid in full on the
Effective Date of the Plan, with interest from the Petition Date
to the Effective Date paid at the rate of four percent per annum.

Class 3 consists only of the unsecured claim of Carolina Bank.
Under the GE Plan, Class 3 claims allowed as of the date of the
Plan will accrue interest from the Petition Date to the Effective
Date at the rate of four percent per annum, and from and after the
Effective Date at the rate of seven percent per annum over the
course of the Plan. Class 3 claim holders may elect to serve on
the Plan Committee.

Class 4 consists of the unsecured claim of BofC. Under the GE
Plan, Class 4 claims will be allowed in an amount not to exceed
$300,000 and will accrue interest from the Petition Date to the
Effective Date at the rate of four percent per annum, and from and
after the Effective Date at the rate of seven percent per annum
over the course of the Plan. BofC will be required to marshal its
other collateral in favor of the other Creditors in the Debtor's
case in order to satisfy its claim.

Class 5 consists of the other unsecured claims. The treatment for
claims in Class 5 is the same as provided for Carolina Bank in
Class 3. Under the GE Plan, the Class 5 creditors will receive
payment of up to 100 percent of their allowed claim, plus interest
accruing from the Petition Date to the Effective Date at the rate
of four percent per annum, and from and after the Effective Date
at the rate of seven percent per annum over the course of the
Plan. Class 5 claim holders may elect to serve on the Plan
Committee.

Class 6 consists of equity interests in the Debtor. Under the GE
Plan, Class 6 claims will be disallowed and holders of the equity
interest will receive no distributions. After payment in full of
all claims, all rights of corporate governance shall be restored
to the existing ownership interests.

Only Class 5 voted for the GE Plan. The Plan was rejected by all
other classes.

The Renegade Trustee submitted a ballot with respect to the Class
6 Equity Interests to reject the GE Plan.  The Renegade Trustee
objects to confirmation of the GE Plan on three grounds.  The
Renegade Trustee argues that the GE Plan cannot be confirmed
because it improperly classifies separately the claim of Carolina
Bank, the sole creditor in Class 3, from the other unsecured
claims in Class 5.  Second, the GE Plan provides that unsecured
claims shall be paid post-petition interest in contravention of
11 U.S.C. Sec. 506 because the Debtor is, and always has been,
insolvent. Third, the Trustee argues that the GE Plan is not
proposed in good faith because it deprives RHI, the Debtor's sole
shareholder, of all rights of corporate governance.

PTM also objected to the GE Plan, echoing the arguments raised by
the Renegade Trustee.  PTM also said the authority delegated to
the Plan Committee and Plan Administrator under the GE Plan will
unduly interfere with the Reorganized Debtor's operations and
substantially increase the cost of operations.

According to Judge Stocks, the GE Plan is not confirmable because
it provides that allowed unsecured claims shall be paid post-
petition interest from the Petition Date to the Effective Date.
This provision is contrary to section 502(b)(2) and the GE Plan
therefore does satisfy the requirement under section 1129(a)(1)
that a plan must comply with the applicable provisions of the
Bankruptcy Code.

Judge Stocks said GE's Plan relies on the solvent debtor exception
to section 502(b)(2).  GE argues that the Debtor is cash-flow
solvent because of the Plan proposal to pay 100 percent of allowed
claims. Therefore, GE asserts that in order to be confirmable, a
plan of reorganization in the present case must pay post-petition
interest. GE's argument follows from a flawed premise: the
Bankruptcy Code defines insolvency using the balance sheet test,
not cash flow. The test for whether a debtor is solvent is whether
the debts of such entity are less than its assets, at fair
valuation.

Judge Stocks meanwhile said PTM's plan cannot be confirmed because
it does not satisfy the feasibility requirement under section
1129(a)(11).  The Plan is dependent upon the Debtor entering into
a lease of its equipment with Alternative Brands, Inc.  It is
undisputed that Alternative Brands is not engaged in ongoing
manufacturing and does not have the financial ability to make the
payments that would be required under the proposed lease. Without
the proposed lease with Alternative Brands, PTM has no cash flow
and no other means of making the payments proposed under the Plan
and hence the Plan is not feasible. Feasibility under section
1129(a)(11) is a dispositive hurdle which, if not surmounted,
precludes confirmation of a plan.

A copy of Judge Stocks' Aug. 26, 2013 Memorandum Opinion is
available at http://is.gd/IS5sOifrom Leagle.com.

                      About Renegade Holdings

Renegade Holdings and two subsidiaries -- Alternative Brands, Inc.
and Renegade Tobacco Company -- filed for Chapter 11 protection
(Bankr. M.D.N.C. Lead Case No. 09-50140) on Jan. 28, 2009, and
exited bankruptcy on June 1, 2010.  They were put back into
bankruptcy July 19, 2010, when Judge William L. Stocks vacated the
reorganization plan, in part because of a criminal investigation
of owner Calvin Phelps and the companies regarding what
authorities called "unlawful trafficking of cigarettes."

Alternative Brands is a federally licensed manufacturer of tobacco
products consisting primarily of cigarettes and cigars.  Renegade
Tobacco distributes the tobacco products produced by ABI through
wholesalers and retailers in 19 states and for export.  ABI also
is a contract fabricator for private label brands of cigarettes
and cigars which are produced for other licensed tobacco
manufacturers.

The stock of RHI is owned indirectly by Calvin A. Phelps through
his ownership of the stock of Compliant Tobacco, LLC which, in
turn, owns all of the stock of RHI which in turn owns all of the
stock of RTC and ABI.  Mr. Phelps was the chief executive officer
of all three companies. All three of the Debtors' have their
offices and production facilities in Mocksville, North Carolina.

In August 2010, the Bankruptcy Court approved the appointment of
Peter Tourtellot, managing director of turnaround-management
company Anderson Bauman Tourtellot Vos & Co., as Chapter 11
trustee.

Gene Tarr also has been appointed as bankruptcy examiner.

                      About PTM Technologies

PTM Technologies Inc. is a wholly owned subsidiary of Renegade
Holdings, and an affiliate of Alternative Brands, Inc. and
Renegade Tobacco Company, which also are wholly owned subsidiaries
of Renegade Holdings.  The Mocksville, North Carolina-based
company filed for bankruptcy (Bankr. M.D.N.C. Case No. 10-50980)
on May 26, 2010.  Judge William L. Stocks presides over the case.
Charles M. Ivey III, Esq. -- jlh@imgt-law.com -- at Ivey,
McClellan, Gatton, & Talcott, LLP, serves as bankruptcy counsel.
According to its schedules, the Company has $3,953,216 in assets
and $7,199,424 in debts.


PYRAMIDS CHILD: Dist. Ct. Dismisses Suit vs. Clinton County, et al
------------------------------------------------------------------
A New York district court entered a ruling on the motion to
dismiss filed by county defendants in the three-count lawsuit
DORSETT-FELICELLI, INC., d/b/a PYRAMIDS; PYRAMIDS PRE-SCHOOL,
INC.; and MELISSA DORSETT-FELICELLI, Plaintiffs, v. COUNTY OF
CLINTON; PAULA CALKINS LACOMBE, individually and in her capacity
as Director of the County of Clinton Department of Public Health;
KATHERINE O'CONNOR, individually and in her official capacity as
Early Intervention Official and Pre-School Related Service
Coordinator; NORTH COUNTRY KIDS, INC.; STEPHANIE GIRARD; KELLY
McCAULEY; and MELISSA PUCHALSKI, Defendants, NO. 1:04-CV-1141.

District Judge Lawrence E. Kahn granted the County Defendants'
Motion to Dismiss the Amended Complaint as to Corporate
Plaintiffs' first and second causes of action.  The Amended
Complaint is thus dismissed with prejudice as to Corporate
Plaintiffs' first and second causes of action.  The Amended
Complaint is sua sponte dismissed prejudice as to Dorsett-
Felicelli's first and second causes of action for failure to
prosecute, the District held.

The District Court further ordered that North Country Kids, Inc.'s
Motions for entry of partial final judgment are denied as moot.

Dorsett-Felicelli, Inc. and Pyramids Pre-School -- as Corporate
Plaintiffs -- were providers of pre-school services under a
written agreement with the County Defendants.  The parties'
dispute stems from the Corporate Plaintiffs' complaint that County
Defendants had given independent-contractor status to individual
service providers unlawfully.

A copy of the District Court's July 29, 2013 Decision and Order is
available at http://is.gd/TZ4DV4from Leagle.com.

The Defendants are represented by Christopher R. Lyons, Esq., of
AIM Services, Inc., at 4227 Route 50, Saratoga Springs, NY 12866;
Sarah I. Goldman, Esq. -- sgoldman@tdaklaw.com -- of Donnellan,
Knussman Law Firm; and Claudia A. Ryan, Esq., of Towne, Ryan Law
Firm.

                      About Pyramids Child

Based in Morrisonville, New York, Pyramids Child Development
Center -- http://pyramidscdc.org/-- provides child care, early
intervention and education for preschool & special children.  The
Debtor and its affiliate, Dorsett-Felicelli, Inc., filed for
Chapter 11 protection on December 5, 2007 (Bankr. N.D.N.Y. Case
No. 07-13344 and 07-13345).  Richard L. Weisz, Esq., at Hodgson
Russ, LLP, represented the Debtors in their restructuring efforts.
When the Center filed for protection from its creditors, it listed
$1,947,021 in total assets and $1,154,664 in total liabilities.
Affiliate Dorsett-Felicelli, Inc., listed total assets of $120,000
and $986,797 in total liabilities.


RADIAN GROUP: Mortgage Unit Enters Into Agreement with Freddie Mac
------------------------------------------------------------------
Radian Guaranty Inc., the mortgage insurance subsidiary of Radian
Group Inc., on Aug. 29 disclosed that it entered into a Master
Transaction Agreement with Freddie Mac on August 29, 2013.  The
Agreement relates to a group of 25,760 first-lien mortgage loans
held by Freddie Mac that were insured by Radian Guaranty, and were
delinquent as of December 31, 2011.  The Agreement provides for
the future treatment of these loans including claim payments, loss
mitigation activity and insurance coverage, and eliminates Radian
Guaranty's claim exposure on 9,756 loans that were delinquent and
4,586 loans that were re-performing as of July 31, 2013.

"One of our top priorities for our mortgage insurance business is
to actively reduce our legacy exposure," said Radian's Chief
Executive Officer S.A. Ibrahim.  "This agreement is an important
step in resolving our remaining legacy risk, and reduces our total
number of primary delinquent loans by 12.6 percent."

The Agreement caps Radian Guaranty's total exposure on this group
of loans, including loans that are currently re-performing, to
$840 million.  Radian Guaranty paid approximately $255 million to
Freddie Mac to cover claim exposure on these loans, and had
previously paid $370 million of claims on these loans.  Radian
Guaranty also deposited $205 million in a collateral account to
cover loss mitigation activity on these loans.  Amounts in the
collateral account will be released to Radian Guaranty to the
extent that Radian Guaranty rescinds, denies, or curtails these
loans and such amounts become final under the Agreement.  As of
July 31, 2013, the amount of insurance rescissions, claim denials
or claim curtailments that had become final in accordance with the
Agreement was approximately $10 million. In addition, as of
July 31, 2013, another $140 million of submitted claims had been
rescinded, denied or curtailed but were not considered final under
the Agreement.  If the loss mitigation activities do not
accumulate to $205 million, any remaining funds will be paid to
Freddie Mac. Radian Guaranty will administer all claims submitted
with respect to these loans in accordance with its insurance
policy for these loans and in a manner consistent with its normal
claims handling practices.

Radian expects to record an incurred loss of approximately $20
million in the third quarter in connection with the transaction,
which is expected to be fully offset by a reduction of incurred
losses in future periods.  This future reduction of incurred
losses will result from the elimination of exposure to re-
performing loans covered by the transaction that may redefault in
the future and ultimately become claims.

                        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."


REFCO INC: Grant Thornton Settles With Funds Over Collapse
----------------------------------------------------------
Law360 reported that a New York federal judge signed off on a
settlement between investment funds and auditing firm Grant
Thornton LLP, which joined Mayer Brown LLP in putting to rest
allegations it helped now-defunct Refco Inc. carry out its $1.5
billion securities fraud scheme.

According to the report, the terms of the settlement approved by
U.S. District Judge Jed S. Rakoff weren't disclosed, and attorneys
involved in the case didn't immediately respond to requests for
comment.  On Aug. 16, Judge Rakoff also signed off another
settlement of undisclosed terms, the report related.

The case is Krys et al v. Sugrue et al., Case No. 1:08-cv-03086
(S.D.N.Y.) before Judge Jed S. Rakoff.

                         About Refco Inc.

Headquartered in New York, Refco Inc. -- http://www.refco.com/--
was a diversified financial services organization with operations
in 14 countries and an extensive global institutional and retail
client base.  Refco's worldwide subsidiaries were members of
principal U.S. and international exchanges, and were among the
most active members of futures exchanges in Chicago, New York,
London and Singapore.  Refco was also a major broker of cash
market products, including foreign exchange, foreign exchange
options, government securities, domestic and international
equities, emerging market debt, and OTC financial and commodity
products.  Refco was one of the largest global clearing firms for
derivatives.  The Company had operations in Bermuda.

The Company and 23 of its affiliates filed for Chapter 11
protection on October 17, 2005 (Bankr. S.D.N.Y. Case No.
05-60006).  J. Gregory Milmoe, Esq., at Skadden, Arps, Slate,
Meagher & Flom LLP, represented the Debtors in their restructuring
efforts.  Milbank, Tweed, Hadley & McCloy LLP, represented the
Official Committee of Unsecured Creditors.  Refco reported
US$16.5 billion in assets and US$16.8 billion in debts to the
Bankruptcy Court on the first day of its Chapter 11 cases.

The Court confirmed the Modified Joint Chapter 11 Plan of
Refco Inc. and certain of its Direct and Indirect Subsidiaries,
including Refco Capital Markets, Ltd., and Refco F/X Associates,
LLC, on December 15, 2006.  That Plan became effective on Dec. 26,
2006.  Pursuant to the plan, RJM, LLC, was named plan
administrator to reorganized Refco, Inc., and its affiliates, and
Marc S. Kirschner as plan administrator to Refco Capital Markets,
Ltd.


RESIDENTIAL CAPITAL: Seeks to Assume, Assign Impac Servicing Deals
------------------------------------------------------------------
Residential Capital LLC and its affiliates seek the Court's
authority to assume certain servicing related agreements with
Impac Funding Corporation and Impac Mortgage Holdings, Inc.  The
Debtors also seek authority to assign the agreements to Ocwen Loan
Servicing, LLC, pursuant to the sale of the Debtors' servicing
platform to Ocwen.

The Debtors also ask the Court to deem Impac's Claim No. 4086 in
the face amount of $8 million as expunged upon the payment of the
cure amount, which the Debtors estimate to be approximately
$287,740.

A hearing on the Debtors' request will be held on Sept. 11, 2013
at 10:00 a.m. (ET).  Objections are due Aug. 29.

Gary S. Lee, Esq., Norman S. Rosenbaum, Esq., Alexandra Steinberg
Barrage, Esq., and Jonathan Petts, Esq., at MORRISON & FOERSTER
LLP, in New York, represent the Debtors.

                   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 Gilbert Claims
----------------------------------------------
Residential Capital LLC and its affiliates object to and expunge
and disallow Claim No. 1984 filed against Debtor GMAC Mortgage,
LLC, by Katherine Parker-Lowe, and Claim No. 1991 filed by Rex and
Daniela Gilbert against GMACM (collectively, "Gilbert Claims"), on
the grounds that the Gilbert Claims are without merit and do not
include colorable claims against GMACM.

Mr. and Mrs. Gilbert filed a general unsecured claim for nearly
$6 million predicated on multiple state and federal causes of
action pending in the federal courts of North Carolina for which
no final judgment has been entered against GMACM; and their
counsel, Katherine Parker-Lowe, filed a general unsecured claim
for more than $83,000 for attorneys' fees related to causes of
action that are a part of the pending federal litigation, which
have not yet been resolved.

A hearing on the claims objection will be held on Sept. 24, 2013
at 10:00 a.m. (Prevailing Eastern Time).  Responses are due
Sept. 11.

The Debtors are represented by Gary S. Lee, Esq., Norman S.
Rosenbaum, Esq., and Jordan A. Wishnew, Esq., at MORRISON &
FOERSTER LLP, in New York; and Christy W. Hancock, Esq. --
chancock@babc.com -- at BRADLEY ARANT BOULT CUMMINGS LLP, in
Charlotte, North Carolina.

                   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 G. Valeeva & E. Okouneva's Claim
----------------------------------------------------------------
Residential Capital LLC and its affiliates object to, and ask the
Court to expunge and disallow, Claim No. 5677 filed by Galina
Valeeva and Evelina Okouneva.

The Claim -- asserting more than $3 million in unsecured and
secured claims based upon a "Mortgage Note" and a purported $3.7
million reclamation claim pursuant to Section 503(b)(9) f the
Bankruptcy Code -- is wholly lacking in sufficient documentation,
Gary S. Lee, Esq., at Morrison & Foerster LLP, in New York,
asserts.  By failing to attach: (a) the mortgage note evidencing
the debt, and (b) invoices or other documentation indicating that
Ms. Valeeva provided goods to the Debtors within 20 days of the
Petition Date, Ms. Valeeva has failed to meet her burden of
establishing the validity of the Claim, Mr. Lee further asserts.
Moreover, after a diligent search of their books and records, the
Debtors have determined that they have no liability to Ms.
Valeeva, Mr. Lee adds.

A hearing on the claims objection will be on Sept. 24, 2013 at
10:00 a.m. (ET).  Objections are due Sept. 5.

The Debtors are also represented by Norman S. Rosenbaum, Esq., and
Jordan A. Wishnew, 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).


RHYTHM AND HUES: Can Hire Fox Rothschild as Special ERISA Counsel
-----------------------------------------------------------------
Rhythm and Hues, Inc. et al., sought and obtained permission from
the U.S. Bankruptcy Court to employ Fox Rothschild LLP as special
ERISA and benefits counsel.

Fox Rothschild has been engaged to assist the Debtor with the
ERISA and benefit issues implicated by the wind-down of the
Debtor's employee benefit programs, or otherwise, including but
not limited to, the Debtor's self-insured medical program,
flexible spending program and 401(k) program.

Fox Rothschild's rates are:

   Professional                  Staff
   ------------                  -----
   professional staff            $315
   attorneys                     $210 - $800

Jeremy M. Pelphrey, Esq. -- jpelphrey@foxrothschild.com -- a
partner with Fox Rothschild, is the main attorney expected to
render services in this case, and his hourly rate is $450.  Mr.
Pelphrey attests the firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.

                     About Rhythm and Hues

Rhythm and Hues, Inc., aka Rhythm and Hues Studios Inc., filed
its Chapter 11 petition (Bankr. C.D. Cal. Case No. 13-13775) in
Los Angeles on Feb. 13, 2013, estimating assets ranging from
$10 million to $50 million and liabilities ranging from
$50 million to $100 million.  Judge Neil W. Bason oversees the
case.  Brian L. Davidoff, Esq., C. John M Melissinos, Esq., and
Claire E. Shin, Esq., at Greenberg Glusker, serve as the Debtor's
counsel.  Houlihan Lokey Capital Inc., serves as investment
banker.

The petition was signed by John Patrick Hughes, president and CFO.

R&H provided visual effects and animation for more than 150
feature films and has received Academy Awards for Babe and the
Golden Compass, an Academy Award nomination for The Chronicles of
Narnia and Life of Pi.  R&H owned a 135,000 square-foot facility
in El Segundo, California, and had more than 460 employees.

Key clients Universal City Studios LLC and Twentieth Century Fox,
a division of Twentieth Century Fox Film Corporation, provided DIP
financing.  They are represented by Jones Day's Richard L. Wynne,
Esq., and Lori Sinanyan, Esq.

The Official Committee of Unsecured Creditors tapped Stutman,
Treister & Glatt Professional Corporation as its counsel.

At the end of March 2013, the Debtor sold the business to 34x118
Holdings Inc., an affiliate of competitor Prana Studios Inc.  The
buyer agreed to pay $1.2 million cash, take over payment of the
loan financing the Chapter 11 effort, pay defaults on contracts
going along with the sale, and assume liabilities to employees for
as much as $5 million.  On May 24, 2013, the Debtor obtained Court
permission to change its corporate name to AWTR Liquidation, Inc.


ROCK POINTE: Sec. 341 Creditors' Meeting Set for Oct. 4
-------------------------------------------------------
The U.S. Trustee will convene a meeting of creditors pursuant to
11 U.S.C. 341(a) in the Chapter 11 case of Rock Pointe Holdings
Company LLC on Oct. 4, 2013, at 9:00 a.m.  The meeting will be
held US Trustee Office, US Courthouse Room 561 N, 920 W Riverside
Ave, Spokane, WA.

Rock Pointe Holdings Company LLC owns the Rock Pointe Corporate
Center in Spokane, Washington.  The Company filed for Chapter 11
protection (Bankr. E.D. Wash. Case No.11-05811) on Dec. 2, 2011.
The Debtor estimated both assets and debts of between $50 million
and $100 million.

Kenneth W. Gates is the counsel for the Debtor's Unsecured
Creditors Committee.

Southwell & O'Rourke, P.S., is the counsel for the Debtor.

Ford Elsaesser served as mediator for of all issues regarding the
treatment of the debt owed to DMARC.


ROCK POINTE: John Munding Named as Chapter 11 Trustee
-----------------------------------------------------
The United States Trustee sought and obtained permission from the
U.S. Bankruptcy Court to appoint John Munding as chapter 11
trustee in the bankruptcy case of Rock Pointe Holdings Company
LLC.

To the best of the U.S. Trustee's knowledge, Mr. Munding has no
connections with the debtor, any creditors, the U.S. Trustee's
office, or any other parties in interest.

Attorney for the United States Trustee can be reached at:

         James D. Perkins, Esq.
         Attorney for the United States Trustee
         United States Dept. of Justice
         920 West Riverside, Room 593
         Spokane, WA 99201

Rock Pointe Holdings Company LLC owns the Rock Pointe Corporate
Center in Spokane, Washington.  The Company filed for Chapter 11
protection (Bankr. E.D. Wash. Case No.11-05811) on Dec. 2, 2011.
The Debtor estimated both assets and debts of between $50 million
and $100 million.

Kenneth W. Gates is the counsel for the Debtor's Unsecured
Creditors Committee.

Southwell & O'Rourke, P.S., is the counsel for the Debtor.

Ford Elsaesser served as mediator for of all issues regarding the
treatment of the debt owed to DMARC.


ROTECH HEALTHCARE: Bankruptcy Court Approves Reorganization Plan
----------------------------------------------------------------
Rotech Healthcare Inc. on Aug. 29 disclosed that the U.S.
Bankruptcy Court has approved the Second Amended Joint Plan of
Reorganization of Rotech Healthcare Inc., along with $358 million
of exit financing commitments received from Wells Fargo and
certain existing holders of the 10.5% Senior Second Lien Secured
Notes.

The reorganization plan was confirmed at a court hearing in
Delaware and was supported by the Statutory Committee of Unsecured
Creditors. Creditors entitled to vote overwhelmingly voted in
favor of the reorganization plan.

At the time that the Company filed its reorganization cases on
April 8, 2013, the Company said that it would reorganize its
businesses and emerge from Chapter 11 within 90 to 150 days.  The
Company said that it expects to close on its exit financing
commitment and formally emerge from Chapter 11 next month.

"We said at the outset this would be a swift passage through the
reorganization process and it has been," said Steven P. Alsene,
Rotech's President and Chief Executive Officer.  "We have
successfully completed an important milestone in the financial
restructuring that positions Rotech to operate successfully in
today's very competitive environment.

"We appreciate the strong support the Company has received from
its lenders, creditors, suppliers, customers and especially its
employees.  With a restructured balance sheet, new long-term
financing and a seasoned management team, Rotech is well-
positioned for future leadership in the industry."

Under the reorganization plan, the Company's existing common stock
will be cancelled and substantially all of the new common stock of
reorganized Rotech will be distributed to holders of the 10.5%
Senior Second Lien Secured Notes.

Proskauer Rose, LLP serves as the Company's legal advisor,
Barclays as financial advisor and AlixPartners as restructuring
advisor.

Wachtell Lipton Rosen & Katz serves as legal advisor to each of
the Consenting Noteholders holding Second Lien Secured Notes.

                     About Rotech Healthcare

Based in Orlando, Florida, Rotech Healthcare Inc. (NASDAQ: ROHI)
-- http://www.rotech.com/-- provides home medical equipment and
related products and services in the United States, with a
comprehensive offering of respiratory therapy and durable home
medical equipment and related services.  The company provides
equipment and services in 48 states through approximately 500
operating centers located primarily in non-urban markets.

The Company reported a net loss of $14.76 million in 2011, a net
loss of $4.20 million in 2010, and a net loss of $21.08 million
in 2009.

The Company's balance sheet at Sept. 30, 2012, showed
$255.76 million in total assets, $601.98 million in total
liabilities, and a $346.22 million total stockholders' deficiency.

On April 8, 2013, Rotech Healthcare and 114 subsidiary companies
filed petitions seeking relief under chapter 11 of the Bankruptcy
Code (Bankr. D. Del. Lead Case No. 13-10741) to implement a pre-
arranged plan negotiated with secured lenders.

Attorneys at Proskauer Rose LLP, and Young, Conaway, Stargatt &
Taylor serve as counsel to the Debtors; Foley & Lardner LLP is the
healthcare regulatory counsel; Akin Gump Strauss Hauer & Feld LLP
is the special healthcare regulatory counsel; Barclays Capital
Inc. is the financial advisor; Alix Partners, LLP is the
restructuring advisor; and Epiq Bankruptcy Solutions LLC is the
claims agent.

Prepetition term loan lender and DIP lender Silver Point Capital
and other consenting noteholders are represented by Wachtell,
Lipton, Rosen & Katz, and Richards Layton & Finger PA.

The U.S. Trustee at the end of April appointed an official
committee of equity holders.  Members include Alden Global
Recovery Master Fund LP, Varana Capital Master LP, Wynnefield
Partners Small Cap Value LP I, Bastogne Capital Partners, LP, and
Kenneth S. Grossman P.C. Pension Plan.  The Equity Panel is
represented by Bayard, P.A. as Delaware counsel.

The plan is supported by holders of a majority of the first- and
second-lien secured notes.  The $290 million in 10.5 percent
second-lien notes are to be exchanged for the new equity.  Trade
suppliers are to be paid in full, if they agree to continue
providing credit.  The existing $23.5 million term loan would be
paid in full, and the $230 million in 10.75 percent first-lien
notes will be amended.

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


SAN BERNARDINO, CA: Granted Chapter 9 Protection
------------------------------------------------
A U.S. federal judge granted bankruptcy protection to the
California city of San Bernardino, paving the way for a precedent-
setting battle between bondholders and California's giant public
pension system.

Tim Reid, writing for Reuters, reported that the case is being
closely watched by other U.S. cities, including Detroit, which
declared the biggest U.S. municipal bankruptcy last month, where
budgets are burdened by soaring pension costs.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports thatthe only objection to eligibility was lodged by the
California Public Employees' Retirement System.

Judge Meredith Jury of the U.S. Bankruptcy Court for the Central
District of California ruled that San Bernardino was eligible for
Chapter 9 bankruptcy protection despite opposition by Calpers, the
Reuters report related. The $260 billion pension fund is the
city's biggest creditor and America's largest pension fund.

"I am ruling as a matter of law that the city is eligible," Jury
said, the Reuters report cited.  "I don't think anyone in this
courtroom seriously thought the city was anything but insolvent."

A city must be insolvent and have proof to have negotiated in good
faith with creditors to be eligible for Chapter 9 municipal
bankruptcy, the report further related.

                    About San Bernardino, Calif.

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

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

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

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


SCOOTER STORE: Obtains Court Approval to Use Cash Collateral
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware entered a
final order authorizing The Scooter Store Holdings, Inc., et al.,
to use cash collateral until the earliest to occur of:

   (i) the repayment in full of the Prepetition Second Lien
       Obligations and the Prepetition Third Lien Obligations; and

  (ii) the date such right to use cash collateral otherwise
       terminates as provided in the order.

As adequate protection of the respective interests in the
Prepetition Collateral of the Prepetition Second Lien Secured
Parties and the Prepetition Third Lien Secured Parties, each of
the Prepetition Second Lien Agent and the Prepetition Third Lien
Agent is granted a separate allowed superpriority administrative
expense claims in each of the Chapter 11 cases and, upon the
conversion of the Chapter 11 cases to a case under Chapter 7 of
the Bankruptcy Code.

As further adequate protection of the Prepetition Second Lien
Obligations and the Prepetition Third Lien Obligations, the
Debtors are authorized and directed to provide adequate protection
to the respective Prepetition Second Lien Secured Parties and the
Prepetition Third Lien Secured Parties in the form of ongoing
payment of those parties' reasonable fees, costs, and expenses
including without limitation reasonable legal and other
professionals' fees and expenses not to exceed $100,000 in the
aggregate.

Subject to the usage of cash permitted by the budget and to the
extent the Debtors have a balance of at least $2 million in their
primary cash operating account, the Debtors are authorized and
directed to remit all products and proceeds of the Collateral and
the Prepetition Collateral:

   (i) to the Prepetition Second Lien Agent for application to the
       Prepetition Second Lien Obligations outstanding pursuant to
       the Prepetition Second Lien Credit Documents; and

  (ii) thereafter, to the Prepetition Third Lien Agent for
       application to the Prepetition Third Lien Obligations
       outstanding pursuant to the Prepetition Third Lien Credit
       Documents.

The Prepetition Second Lien Agent and the Prepetition Third Lien
Agent will have the right to "credit bid" the allowed amount of
their respective claims during any sale of all or substantially
all of the Prepetition Collateral, including without limitation,
sales occurring pursuant to Section 363 of the Bankruptcy Code or
included as part of any reorganization plan subject to
confirmation under Section 1129 of the Bankruptcy Code.

With respect to the cash proceeds from the disposition of all or a
portion of the Debtors' business, equity interests or other
assets, whether by way of negotiated sale or otherwise, the
Prepetition Third Lien Secured Parties agree that:

   (a) if the aggregate amount of those proceeds distributed to
       those secured parties equals or exceeds $10 million but is
       less than $15 million, the Debtors' estates will be
       entitled to retain $750,000 of those proceeds;

   (b) if the aggregate amount of those proceeds distributed to
       those secured parties equals or exceeds $15 million but is
       less than $20 million, the Debtors' estates will be
       entitled to retain $1.5 million from those proceeds; and

   (c) if the aggregate amount of those proceeds distributed to
       those secured parties equals or exceeds $20 million, the
       Debtors' estates will be entitled to retain 25 percent of
       those proceeds.

In the event the sale proceeds are sufficient to satisfy the debt
under both the Prepetition Second Lien Term Loan Facility and the
Prepetition Third Lien Term Loan Facility, all additional proceeds
will be remitted to the Debtors' estates.

A full-text copy of the cash collateral order is available at:

        http://bankrupt.com/misc/SCOOTER_Aug19CashOrd.pdf

                      About The Scooter Store

The Scooter Store is a supplier of power mobility solutions,
including power wheelchairs, scooters, lifts, ramps, and
accessories.  The Scooter Store's products and services provide
today's seniors and disabled persons potential alternatives to
living in nursing homes or other care facilities.  Headquartered
in New Braunfels, Texas, the Scooter Store has a nationwide
network of distribution centers that service products owned or
leased by the Company's customers.  It has 57 distribution
centers in 41 states.

Scooter Store Holdings Inc., and 71 affiliates filed for Chapter
11 bankruptcy (Bankr. D. Del. Lead Case No. 13-10904) in
Wilmington.  The closely held company listed assets of less than
$10 million and debt of more than $50 million.

Affiliates of private equity firm Sun Capital Partners, based in
Boca Raton, Florida, purchased a majority voting interest in the
debtors in 2011.  Scooter Store is 66.8 percent owned by Sun
Capital Partners Inc., owed $40 million on a third lien.  In
addition to Sun's debt and $25 million on a second lien owing to
Crystal Financial LLC, there is a $25 million first-lien revolving
credit owing to CIT Healthcare LLC as agent.  Crystal is providing
$10 million in financing for bankruptcy.


SCOOTER STORE: Exclusive Period to File Plan Ends Nov. 11
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware entered an
order extending The Scooter Store Holdings, Inc., et al.'s
exclusive period to file a Chapter 11 plan through Nov. 11, 2013.
The Debtors' exclusive period to solicit acceptances of that Plan
has been extended until Jan. 9, 2014.

                     About The Scooter Store

The Scooter Store is a supplier of power mobility solutions,
including power wheelchairs, scooters, lifts, ramps, and
accessories.  The Scooter Store's products and services provide
today's seniors and disabled persons potential alternatives to
living in nursing homes or other care facilities.  Headquartered
in New Braunfels, Texas, the Scooter Store has a nationwide
network of distribution centers that service products owned or
leased by the Company's customers.  It has 57 distribution
centers in 41 states.

Scooter Store Holdings Inc., and 71 affiliates filed for Chapter
11 bankruptcy (Bankr. D. Del. Lead Case No. 13-10904) in
Wilmington.  The closely held company listed assets of less than
$10 million and debt of more than $50 million.

Affiliates of private equity firm Sun Capital Partners, based in
Boca Raton, Florida, purchased a majority voting interest in the
debtors in 2011.  Scooter Store is 66.8 percent owned by Sun
Capital Partners Inc., owed $40 million on a third lien.  In
addition to Sun's debt and $25 million on a second lien owing to
Crystal Financial LLC, there is a $25 million first-lien revolving
credit owing to CIT Healthcare LLC as agent.  Crystal is providing
$10 million in financing for bankruptcy.


SCOOTER STORE: Obtains Court Approval to Use Cash Collateral
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware entered a
final order authorizing The Scooter Store Holdings, Inc., et al.,
to use cash collateral until the earliest to occur of:

   (i) the repayment in full of the Prepetition Second Lien
       Obligations and the Prepetition Third Lien Obligations; and

  (ii) the date such right to use cash collateral otherwise
       terminates as provided in the order.

As adequate protection of the respective interests in the
Prepetition Collateral of the Prepetition Second Lien Secured
Parties and the Prepetition Third Lien Secured Parties, each of
the Prepetition Second Lien Agent and the Prepetition Third Lien
Agent is granted a separate allowed superpriority administrative
expense claims in each of the Chapter 11 cases and, upon the
conversion of the Chapter 11 cases to a case under Chapter 7 of
the Bankruptcy Code.

As further adequate protection of the Prepetition Second Lien
Obligations and the Prepetition Third Lien Obligations, the
Debtors are authorized and directed to provide adequate protection
to the respective Prepetition Second Lien Secured Parties and the
Prepetition Third Lien Secured Parties in the form of ongoing
payment of those parties' reasonable fees, costs, and expenses
including without limitation reasonable legal and other
professionals' fees and expenses not to exceed $100,000 in the
aggregate.

Subject to the usage of cash permitted by the budget and to the
extent the Debtors have a balance of at least $2 million in their
primary cash operating account, the Debtors are authorized and
directed to remit all products and proceeds of the Collateral and
the Prepetition Collateral:

   (i) to the Prepetition Second Lien Agent for application to the
       Prepetition Second Lien Obligations outstanding pursuant to
       the Prepetition Second Lien Credit Documents; and

  (ii) thereafter, to the Prepetition Third Lien Agent for
       application to the Prepetition Third Lien Obligations
       outstanding pursuant to the Prepetition Third Lien Credit
       Documents.

The Prepetition Second Lien Agent and the Prepetition Third Lien
Agent will have the right to "credit bid" the allowed amount of
their respective claims during any sale of all or substantially
all of the Prepetition Collateral, including without limitation,
sales occurring pursuant to Section 363 of the Bankruptcy Code or
included as part of any reorganization plan subject to
confirmation under Section 1129 of the Bankruptcy Code.

With respect to the cash proceeds from the disposition of all or a
portion of the Debtors' business, equity interests or other
assets, whether by way of negotiated sale or otherwise, the
Prepetition Third Lien Secured Parties agree that:

   (a) if the aggregate amount of those proceeds distributed to
       those secured parties equals or exceeds $10 million but is
       less than $15 million, the Debtors' estates will be
       entitled to retain $750,000 of those proceeds;

   (b) if the aggregate amount of those proceeds distributed to
       those secured parties equals or exceeds $15 million but is
       less than $20 million, the Debtors' estates will be
       entitled to retain $1.5 million from those proceeds; and

   (c) if the aggregate amount of those proceeds distributed to
       those secured parties equals or exceeds $20 million, the
       Debtors' estates will be entitled to retain 25 percent of
       those proceeds.

In the event the sale proceeds are sufficient to satisfy the debt
under both the Prepetition Second Lien Term Loan Facility and the
Prepetition Third Lien Term Loan Facility, all additional proceeds
will be remitted to the Debtors' estates.

A full-text copy of the cash collateral order is available at:

        http://bankrupt.com/misc/SCOOTER_Aug19CashOrd.pdf

                      About The Scooter Store

The Scooter Store is a supplier of power mobility solutions,
including power wheelchairs, scooters, lifts, ramps, and
accessories.  The Scooter Store's products and services provide
today's seniors and disabled persons potential alternatives to
living in nursing homes or other care facilities.  Headquartered
in New Braunfels, Texas, the Scooter Store has a nationwide
network of distribution centers that service products owned or
leased by the Company's customers.  It has 57 distribution
centers in 41 states.

Scooter Store Holdings Inc., and 71 affiliates filed for Chapter
11 bankruptcy (Bankr. D. Del. Lead Case No. 13-10904) in
Wilmington.  The closely held company listed assets of less than
$10 million and debt of more than $50 million.

Affiliates of private equity firm Sun Capital Partners, based in
Boca Raton, Florida, purchased a majority voting interest in the
debtors in 2011.  Scooter Store is 66.8 percent owned by Sun
Capital Partners Inc., owed $40 million on a third lien.  In
addition to Sun's debt and $25 million on a second lien owing to
Crystal Financial LLC, there is a $25 million first-lien revolving
credit owing to CIT Healthcare LLC as agent.  Crystal is providing
$10 million in financing for bankruptcy.


SCOOTER STORE: Exclusive Period to File Plan Ends Nov. 11
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware entered an
order extending The Scooter Store Holdings, Inc., et al.'s
exclusive period to file a Chapter 11 plan through Nov. 11, 2013.
The Debtors' exclusive period to solicit acceptances of that Plan
has been extended until Jan. 9, 2014.

                     About The Scooter Store

The Scooter Store is a supplier of power mobility solutions,
including power wheelchairs, scooters, lifts, ramps, and
accessories.  The Scooter Store's products and services provide
today's seniors and disabled persons potential alternatives to
living in nursing homes or other care facilities.  Headquartered
in New Braunfels, Texas, the Scooter Store has a nationwide
network of distribution centers that service products owned or
leased by the Company's customers.  It has 57 distribution
centers in 41 states.

Scooter Store Holdings Inc., and 71 affiliates filed for Chapter
11 bankruptcy (Bankr. D. Del. Lead Case No. 13-10904) in
Wilmington.  The closely held company listed assets of less than
$10 million and debt of more than $50 million.

Affiliates of private equity firm Sun Capital Partners, based in
Boca Raton, Florida, purchased a majority voting interest in the
debtors in 2011.  Scooter Store is 66.8 percent owned by Sun
Capital Partners Inc., owed $40 million on a third lien.  In
addition to Sun's debt and $25 million on a second lien owing to
Crystal Financial LLC, there is a $25 million first-lien revolving
credit owing to CIT Healthcare LLC as agent.  Crystal is providing
$10 million in financing for bankruptcy.


SEMGROUP LP: 3rd Circuit Issues Key Ruling on Equitable Mootness
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Court of Appeals in Philadelphia issued an
important ruling on a doctrine called equitable mootness.  It
remains to be seen whether the case will be confined to its facts
or broader language in the opinion will give creditors more
latitude in appealing bankruptcy confirmation orders approving
Chapter 11 reorganization plans.

The report relates that in addition to pronouncements that
equitable mootness should be used rarely, the Aug. 27 opinion is
important because it was authored by the appeals court that
supervises Delaware, where some of the country's largest
reorganizations are conducted.

Before SemCrude LP emerged from reorganization, petroleum
producers in Oklahoma filed a lawsuit in bankruptcy court
contending state law gave them rights ahead of other creditors.
The bankruptcy judge halted the suit while there was a collective
litigation involving creditors in Oklahoma and several other
states, all claiming rights greater than unsecured creditors.
Producer lost the collective litigation, although a settlement
followed where producers in all states were given $160 million
through a Chapter 11 plan the bankruptcy court later confirmed.
Four Oklahoma producers objected to the plan, claiming they were
entitled to proceed with their lawsuit. The objection was denied,
and they appealed from the confirmation order, without obtaining a
stay pending appeal.  In District Court in Delaware, the judge
dismissed the appeal on the ground of equitable mootness.

According to the report, writing a 24-page opinion for the Third
Circuit in Philadelphia, Circuit Judge Thomas Ambro reversed,
ruling that the producers were entitled to their appeal.  Judge
Ambro was a bankruptcy lawyer before appointment to the circuit
bench.

Mr. Rochelle discloses that Judge Ambro's opinion is an
intellectual survey of equitable mootness, a judge-made rule that
cuts off a right of appeal otherwise guaranteed by federal
statutory law.  He said the validity of the doctrine was
established in by a Third Circuit 7-6 opinion in 1996 called
Continental Airlines.  The opinion contains numerous broad
statements saying that equitable mootness should be used
sparingly.  Judge Ambro said a court must "proceed most carefully"
and dismissal "should be the rare exception and not the rule."

Judge Ambro summarized equitable mootness as allowing for
dismissal of an appeal from confirmation if it would "fatally
unscramble the plan" or "significantly harm third parties who
have justifiably relied on plan confirmation."  He said that the
"only playground" for the doctrine is in confirmation appeals.
Invoking the doctrine must be based on evidence, not speculation,
Judge Ambro said.  He said there was no actual evidence to support
the company's contention that a reversal would "upset the delicate
balance" of the settlement incorporated into the plan.  Ambro also
said there was only speculation to support the argument that new
lenders would default the loan if confirmation were modified.

Turning to the facts, Ambro noted that the four producers were
claiming an additional $207,000 on top of about the same amount
they would receive under the plan.  He said the "minor amount" is
less than 0.15 percent of the distribution to producers and
"pales" compared with the $2 billion involved in the
reorganization.

Judge Ambro was careful to say at the end of the opinion that
allowing the appeal doesn't mean the producers will have victory
eventually.  First, the producers must establish in district court
that they were entitled to an appeal and couldn't have their
claims extinguished by the settlement in the plan.

The Third Circuit opinion was the second in a month from a federal
appeals court ruling that a confirmation appeal was improperly
dismissed using equitable mootness.

The case is Samson Energy Resources Co. v. SemCrude LP (In
re SemCrude LP), 12-2736, 3rd U.S. Circuit Court of Appeals
(Philadelphia).

                       About SemGroup, L.P.

SemGroup, L.P. -- http://www.semgrouplp.com/-- is a midstream
service company that provides diversified services for end users
and consumers of crude oil, natural gas, natural gas liquids and
refined products.  Services include purchasing, selling,
processing, transporting, terminalling and storing energy.
SemGroup serves customers in the United States, Canada, Mexico and
Wales.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection (Bankr. D. Del. Case No. 08-11525) on July 22, 2008.
John H. Knight, Esq., L. Katherine Good, Esq. and Mark
D. Collins, Esq., at Richards Layton & Finger; Harvey R. Miller,
Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil,
Gotshal & Manges LLP; and Martin A. Sosland, Esq., and Sylvia A.
Mayer, Esq., at Weil Gotshal & Manges LLP, represented the Debtors
in their restructuring efforts.  Kurtzman Carson Consultants
L.L.C. served as the Debtors' claims agent.  The Blackstone Group
L.P. and A.P. Services LLC acted as the Debtors' financial
advisors.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represented the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.

SemGroup LP won confirmation from the Bankruptcy Court of its
Fourth Amended Plan of Reorganization on Oct. 28, 2008.  The
Plan, which distributed more than $2.5 billion in value to
stakeholders, was declared effective on Nov. 30, 2008.

As part of the Plan, the Reorganized Debtors entered into two new
credit facilities aggregating $625 million in financing; entered
into a $300 million Second Lien Term Facility; created a new
corporate structure, including issuing shares of common stock and
warrants; and distributed approximately $500 million of cash and
approximately $1 billion in value of new common stock and warrants
to thousands of creditors in accordance with the Plan.


SEQUA CORP: S&P Affirms 'B' CCR & Revises Outlook to Negative
-------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Sequa Corp. to negative from stable.  At the same time, S&P
affirmed the 'B' corporate credit rating on Sequa.  S&P is also
affirming the 'B' issue-level rating and '3' recovery rating on
the company's $1.5 billion senior secured credit facility, which
consists of a $200 million revolver and a $1.3 billion term loan.
The '3' recovery rating indicates meaningful recovery (50%-70%) in
a payment default scenario.  S&P is also affirming its 'CCC+'
issue rating and '6' recovery rating on the senior unsecured
notes.  The '6' recovery rating indicates S&P's expectation of
negligible (0%-10%) recovery.

"Our outlook revision reflects our view that weakness in key
markets will weaken the company's credit ratios in 2013 and that
these ratios will only modestly improve in 2014," said credit
analyst Tatiana Kleiman.  Sales in the company's largest segment,
Chromalloy (about two-thirds of sales), fell 15% in the first half
of 2013 as a result of deferred engine maintenance from airline
customers and competition from a surplus of engine spare parts as
airlines retired old aircraft.  In addition, the metal coating
segment also declined 8% due to a weak nonresidential construction
market.  These declines have prompted the company to take a number
of restructuring charges, including reducing headcount and
consolidating facilities, with more possible in the remainder of
2013," S&P said.

"We assess the company's financial risk profile as "highly
leveraged" based on the company's high debt leverage and very
aggressive financial policy.  Although Sequa's credit measures
have been gradually improving in recent years, recent setbacks in
revenues and earnings and continued restructuring costs have
weakened its credit metrics more than our previous expectations.
For 2013, we expect debt to EBITDA to be higher than 8x and funds
from operations (FFO) to debt to be less than 8%, compared to our
previous expectations of 5.5x-6.5x and 9%-12%, respectively.  We
believe revenues and earnings should resume growth in 2014 as
airlines schedule some of the previously deferred maintenance,
inventory in the spares market starts to normalize from surplus
levels, and demand picks up in the commercial aftermarket and
energy markets.  In addition, restructuring efforts to reduce
costs and improve operating efficiency should improve margins.
Therefore, we expect Sequa's credit metrics to improve modestly in
2014, with debt to EBITDA declining to less than 7x and FFO to
debt increasing to 7%-10%," S&P added.

S&P views Sequa's business risk profile as "fair," reflecting its
major positions in cyclical and competitive niche markets,
efficient operations, and limited customer and market diversity
due to several divestitures in recent years.  Sequa repairs and
manufactures components for commercial and U.S. military jet
aircraft.  It also has a metal coating business through which it
coats steel and aluminum coils used in commercial and residential
construction.

Chromalloy serves the airline industry as a leading independent
supplier in the repair, manufacture, and coating of blades, vanes,
and other components of gas turbine engines, particularly those
for commercial aircraft.  Good technological capabilities, a low-
cost structure, several strategic partnerships and initiatives,
and long-term customer relationships enhance Chromalloy's
competitive position.  Although the unit competes with original
equipment manufacturers (OEMs) that focus on increasing market
share and have greater financial resources than Chromalloy, the
company has mitigated this risk somewhat by entering into
partnerships with some of the OEMs.

Precoat Metals applies protective and decorative coatings for
steel and aluminum coils used primarily in the building products
industry (industrial and commercial construction).  The building
products segment represents about 60% of Precoat's business and
primarily serves the nonresidential construction market.
Nonresidential construction in the U.S. has been weak for a number
of years following the latest recession in 2009, but S&P expects
it to recover in 2014-2015.  S&P had previously expected a
recovery to begin in 2013, but this did not materialize due to the
weak domestic economy, as well as the impact from adverse weather
conditions on construction activities, higher inventory levels,
and reduced demand from the agriculture sector.

The rating outlook is negative.  S&P expects revenues and earnings
to decline in 2013 due to weakness in key markets, continued
restructuring charges, and no debt reduction because cash flow
will be limited.  S&P expects some modest improvement in 2014, but
credit ratios will remain weak.

S&P could lower the ratings if weakness in the commercial
aerospace or nonresidential construction markets, higher-than-
anticipated restructuring costs, or debt-financed acquisitions
keep debt to EBITDA higher than 7x at the end of 2014.

S&P could revise the outlook to stable if earnings and cash flow
improve faster than it expects, which would reduce some of the
company's debt and decrease debt to EBITDA to less than 6.5x.


SIRIUS INT'L: Fitch Affirms 'BB+' $250MM Preference Shares Rating
-----------------------------------------------------------------
Fitch has affirmed with a Stable Rating Outlook the Issuer Default
Ratings (IDRs), debt and IFS ratings for White Mountains Insurance
Group, Ltd. (White Mountains) and its holding company subsidiaries
and property/casualty insurance and reinsurance subsidiaries,
including OneBeacon Insurance Group, Ltd.'s (OneBeacon; 75.2%
ownership by White Mountains) ongoing subsidiaries and Sirius
International Insurance Group, Ltd.'s subsidiaries (Sirius Group;
100% ownership by White Mountains).

Fitch Ratings has also maintained the 'A' Insurer Financial
Strength (IFS) ratings of the runoff operating subsidiaries of
OneBeacon on Rating Watch Negative pending the close of the
previously announced sale of OneBeacon's runoff business and
several entities to Armour Group Holdings Limited (Armour).

Key Rating Drivers

Fitch's Rating Negative Watch of the runoff operating subsidiaries
of OneBeacon reflects the planned reduction in capital levels of
the targeted runoff companies at the time of closing to just above
regulatory minimums, at an NAIC risk-based capital (RBC) ratio
(company action level) of 100%. Assuming the acquisition is
completed as currently envisioned, Fitch would expect to downgrade
the IFS ratings of the runoff entities to no higher than 'BB+'
upon the sale to Armour, based on such weakened capital levels.
Fitch does not rate Armour.

Fitch expects that OneBeacon will retain a willingness and ability
to provide reasonable support to the runoff entities up until the
close of the sale, currently targeted to be completed in fourth
quarter 2013, subject to regulatory approvals. Fitch will continue
to review the progress of the transaction during the closing
period. However, assuming no material changes to the credit of the
entities being sold, Fitch may not take any additional rating
action prior to the closing.

Fitch's rating rationale for the affirmation of White Mountains'
ratings reflects the company's low financial and operating
leverage, opportunistic business approach and favorable financial
flexibility. The ratings also reflect anticipated challenges in
the overall competitive, but generally improving property/casualty
market rate environment.

White Mountains posted net income of $147 million through the
first six months of 2013, improved from $120 million for the
comparable prior year period. The company's annualized return on
common equity was 7.9% for the first six months of 2013, improved
from 5.3% for full year 2012 due to a lower level of catastrophe
losses thus far in 2013, partially offset by slightly reduced
favorable reserve development. Full year 2012 also included a $115
million net loss from discontinued operations, primarily from a
$91 million loss on the sale of OneBeacon's run-off business.

OneBeacon posted a favorable GAAP combined ratio of 91% for the
first six months of 2013, following 98% in 2012. Sirius Group
posted a GAAP combined ratio of 80% for the first six months of
2013, which included 9 points for catastrophe losses, mainly due
to flood losses in Central Europe and tornado losses from the
Midwestern U.S. This is improved from 90% for 2012, which had 13
points of catastrophe losses, primarily due to Hurricane Sandy.

White Mountains' financial leverage ratio continues to be modest,
at 13.9% at June 30, 2013. This is down from 15.2% at Dec. 31,
2012, due to the repayment of $75 million outstanding under its
bank facility debt in January 2013. Total GAAP shareholders'
equity declined slightly through the first half of 2013 to $4.2
billion at June 30, 2013, as earnings were more than offset by
common share repurchases, dividends and unrealized losses from
affiliates. GAAP operating earnings-based interest expense and
preferred dividend coverage (excluding net gains and losses on
investments) improved to 5.3x through the first half of 2013 from
3.4x in 2012.

Fitch's ratings reflect White Mountains' disciplined underwriting
and operating strategy as the company continually evaluates the
best use of its financial resources and actively manages and
deploys its capital opportunistically. This strategy includes
selling those businesses that either do not fit within the core
operations of the company or have value to other companies/buyers
as entities or renewal rights in excess of White Mountains'
assessment of their value.

White Mountains' sale transactions over the last several years
have freed up capital that previously supported the business
writings and reserves. This provides financial flexibility that
the company can use to support additional business writings,
investment and acquisition opportunities or capital management
alternatives. However, Fitch expects that White Mountains will
continue to maintain a level of insurance company capitalization
that is consistent with the current ratings.

Rating Sensitivities

Key rating triggers that could lead to an upgrade include
improvement in operating results in line with higher rated peers,
overall flat to favorable loss reserve development, financial
leverage ratio maintained below 20%, run rate operating earnings-
based interest and preferred dividend coverage of at least 8x,
continued strong capitalization of the insurance subsidiaries and
increased stability in longer term strategic operations and
results.

Key rating triggers that could lead to a downgrade include
significant adverse loss reserve development, future earnings that
are significantly below industry levels, sizable deterioration in
insurance subsidiary capitalization that caused total company net
written premiums to insurance segment GAAP equity to exceed 1.0x,
financial leverage ratio maintained above 30%, run rate operating
earnings-based interest and preferred dividend coverage of less
than 5x and additional A&E losses for OneBeacon significantly
above the remaining $198 million available limit under the $2.5
billion National Indemnity Company cover.

Fitch affirms the following ratings with a Stable Outlook:

White Mountains Insurance Group, Ltd.
-- IDR at 'BBB+'.

OneBeacon U.S. Holdings, Inc.
-- IDR at 'BBB+';
-- $275 million 4.6% due Nov. 9, 2022 at 'BBB'.

Sirius International Group, Ltd.
-- IDR at 'BBB+';
-- $400 million 6.375% due March 20, 2017 at 'BBB';
-- $250 million perpetual non-cumulative preference shares
   at 'BB+'.

OneBeacon ongoing insurance subsidiaries:
Atlantic Specialty Insurance Company
Homeland Insurance Company of New York
Homeland Insurance Company of Delaware
OBI National Insurance Company
-- IFS at 'A'.

Sirius International Insurance Corporation
Sirius America Insurance Company
-- IFS at 'A'.

Fitch has maintained its Rating Watch Negative on the following
ratings:

OneBeacon Insurance Company
OneBeacon America Insurance Company
Employers' Fire Insurance Company (The)
-- IFS 'A'.

Fitch has withdrawn the following ratings as the entities have
been merged into other companies and no longer exist:

Camden Fire Insurance Association (The)
Northern Assurance Company of America (The)
OneBeacon Midwest Insurance Company
Traders & General Insurance Company
-- IFS 'A'.


SKILLED HEALTHCARE: Moody's Lowers CFR to 'B2'; Outlook Stable
--------------------------------------------------------------
Moody's Investors Service downgraded Skilled Healthcare Group,
Inc.'s corporate family rating to B2 from B1, probability of
default rating to B3-PD from B2-PD, and senior secured revolver
and term loan ratings to B2 from B1. Concurrently, Moody's
downgraded the company's speculative grade liquidity rating to
SGL-3 from SGL-2. The outlook remains stable.

The downgrade of the corporate family rating to B2 reflects
Skilled Healthcare's weaker than anticipated operating performance
and Moody's expectation that credit metrics are unlikely to
improve materially given the challenges the company faces as an
operator of post-acute care facilities. According to Moody's
analyst Adam McLaren, "Margins have declined and leverage has
increased because of an unfavorable change in payor mix, reduced
length of stay, and lower occupancy rates."

The company's speculative grade liquidity rating was downgraded to
SGL-3 from SGL-2 based on the likelihood of a reduction in
covenant compliance cushion as the company approaches year end and
covenant levels tighten.

The following rating actions were taken:

  Corporate family rating, downgraded to B2 from B1;

  Probability of default rating, downgraded to B3-PD from B2-PD;

  $100 million senior secured revolving credit facility due 2015,
  downgraded to B2 (LGD3, 33%) from B1, (LGD3, 34%);

  $460 million ($404 million outstanding) senior secured term
  loan due 2016, downgraded to B2 (LGD3, 33%) from B1, (LGD3,
  34%);

  Speculative grade liquidity rating, downgraded to SGL-3 from
  SGL-2.

Ratings Rationale:

The downgrade of Skilled Healthcare's corporate family rating to
B2 from B1 reflects the change in payor mix, shorter length of
stay, and lower occupancy rates that have negatively impacted the
company's margins and leverage metrics. The change in payor mix,
which includes a shift from Medicare patients to managed care, has
resulted in reduced reimbursement rates as well as a shorter
length of stay, pressuring average daily census and occupancy
levels. A reduction in the company's skilled mix and quality mix,
as Medicaid now represents a larger portion of the business, has
additionally pressured revenue per patient day and has led to a
reduction in the company's profitability margins. EBITDA margins
have fallen to under 12% from approximately 17% in 2011. Debt to
EBITDA has increased to over 5 times from just under 4 times
during the same time period (per Moody's standard adjustments).

The stable outlook reflects Moody's expectation that the company
will be successful in reducing revenue declines and work to
stabilize unfavorable shifts in payor mix. The stable outlook also
assumes that the company will be able to generate positive free
cash flow and maintain an adequate liquidity profile.

The ratings could be downgraded if the company's adjusted debt-to-
EBITDA increases above 6.5 times on a sustained basis and/or free
cash flow turned negative on a sustained basis. In addition, a
deterioration in the company's liquidity profile, material
negative developments in the reimbursement environment and a
continued decline in skilled mix and occupancy could negatively
pressure the rating.

Although unlikely in the near term, the ratings could be upgraded
if the company were to experience growth in adjusted EBITDA and/or
repay debt such that adjusted debt leverage is sustained below 4.0
times and adjusted retained cash flow to net debt approached 20%.
An upgrade would also require improvement in key operating metrics
(skilled mix, quality mix, and occupancy), profitability, and
revenue diversification.

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

Headquartered in Foothill Ranch, CA, Skilled Healthcare Group,
Inc. operates long-term care facilities and provides a variety of
post-acute care services. The company operates skilled nursing
facilities, assisted living facilities, hospice and home health
locations. Further, the company provides ancillary services such
as physical, occupational and speech therapy in its facilities and
unaffiliated facilities as well as is a member of a joint venture
providing institutional pharmacy services in Texas. Skilled
Healthcare recognized revenue of approximately $868 million for
the last twelve month period ended June 30, 2013.


SPECIALTY PRODUCTS: Agencies Slam Ch. 11 Disclosure for Plan
------------------------------------------------------------
Law360 reported that a pair of Ohio state agencies contended in
Delaware bankruptcy court that the disclosure statement put forth
by creditors of bankrupt Specialty Products Holding Corp. should
be rejected because the Chapter 11 plan it supports is
unconfirmable.

The report related that Ohio's Department of Taxation and Bureau
of Workers' Compensation said the disclosure statement failed to
provide creditors with adequate information because it championed
a Chapter 11 plan that contains a number of provisions that
violate the Bankruptcy Code, according an objection filed in
Delaware bankruptcy court.

                     About Specialty Products

Cleveland, Ohio-based Specialty Products Holdings Corp., aka RPM,
Inc., is a wholly owned subsidiary of RPM International Inc.  The
Company is the holding company parent of Bondex International,
Inc., and the direct or indirect parent of certain additional
domestic and foreign subsidiaries.  The Company claims to be a
leading manufacturer, distributor and seller of various specialty
chemical product lines, including exterior insulating finishing
systems, powder coatings, fluorescent colorants and pigments,
cleaning and protection products, fuel additives, wood treatments
and coatings and sealants, in both the industrial and consumer
markets.

The Company filed for Chapter 11 bankruptcy protection (Bankr. D.
Del. Case No. 10-11780) on May 31, 2010.  Gregory M. Gordon, Esq.,
Dan B. Prieto, Esq., and Robert J. Jud, Esq., at Jones Day, serve
as bankruptcy counsel.  Daniel J. DeFranceschi, Esq., and Zachary
I. Shapiro, Esq., at Richards Layton & Finger, serve as co-
counsel.  Logan and Company is the Company's claims and notice
agent.  The Company estimated its assets and debts at $100 million
to $500 million.

The Company's affiliate, Bondex International, Inc., filed a
separate Chapter 11 petition on May 31, 2010 (Case No. 10-11779),
estimating its assets and debts at $100 million to $500 million.

On May 20, 2013, the Bankruptcy Court entered an order estimating
the amount of the Debtors' asbestos liabilities, and a related
memorandum opinion in support of the estimation order.  The
Bankruptcy Court estimated the current and future asbestos claims
associated with Bondex International, Inc. and Specialty Products
Holding at approximately $1.17 billion.  The estimation hearing
represents one step in the legal process in helping to determine
the amount of potential funding for a 524(g) asbestos trust.


SPECTRUM BRANDS: Fitch Affirms 'BB-' Issuer Default Rating
----------------------------------------------------------
Fitch Ratings has affirmed Spectrum Brands, Inc.'s (Spectrum)
Issuer Default Rating (IDR) at 'BB-'; Stable Outlook. The secured
facilities are upgraded to 'BB+' from 'BB-', reflecting the
strength of the underlying security package and the presence of a
material amount of unsecured debt in the company's capital
structure. Fitch also assigns ratings for Spectrum Brands Canada,
Inc. (Spectrum Canada). Spectrum Canada is an obligor with a
CDN$100 million tranche in the company's existing $800 million
senior secured term loan maturing in December 2019.

Key Rating Drivers:

Declining Leverage Expectations
Spectrum purchased Stanley Black & Decker's Hardware & Home
Improvement Group (HHI) in a two-part transaction totaling $1.4
billion. This sizeable acquisition should catapult Spectrum's
revenues from $3.3 billion in its fiscal year ended Sept. 30, 2012
(FYE 2012) to $4.2 billion in 2014.

The acquisition was financed entirely with debt, with the largest
portion of the transaction closing in December 2012. Debt
increased to $3.2 billion at June 30, 2013 from $1.7 billion at
FYE 2012. Leverage on a pro-forma basis was 4.8x through the last
12 months ended June 30, 2013. Spectrum is focused on reducing
leverage to the 2.5x-3.5x range by calendar year-end (CYE) 2014.

Fitch anticipates leverage of less than 3.5x by the end of 2014 to
be a challenge. Nonetheless, leverage should decline materially to
the 4x range by the end of CYE 2014 due to a combination of EBITDA
growth and debt reduction. EBITDA will improve significantly from
$487 million last year to the $640 million range this year. HHI's
EBITDA margin is higher than legacy Spectrum by approximately 300
to 400 basis points. Spectrum's focus on cost controls had already
contributed to sequential margin improvement, from 13.6% in FY2010
to 15% in FY2012. With HHI, Fitch expects Spectrum's margins to
continue improving through 2014. The company has been focused on
debt reduction and has historically made voluntary debt repayments
in the $200 million range from free cash flow (FCF), which should
continue.

Improving FCF
Spectrum's FCF after dividends should be in the $200 million range
in 2013, and should improve to the $300 million range next year
with a full year of HHI and lower interest expense. Spectrum is in
the process of refinancing a $950 million 9.5% secured note with
$1.15 billion in secured term loans at significantly lower
interest rates. Interest costs should decline by approximately $50
million next year. In keeping with the company's de-leveraging
goals, debt amortization on the new loans is markedly higher.

Debt maturities, while increasing from less than $10 million to
almost $75 million annually through 2016, remain moderate in
relation to the company's FCF. As a result, there is some
flexibility for the $200 million, two- year share repurchase
authorization. Nonetheless, Fitch expects the bulk of the
company's improving FCF to be directed towards debt reduction.

Consistent Strategy
The product portfolio and go-to-market strategy is focused on
providing value-based brands with comparable performance to
premium-priced brands; this matches well to a cautious economic
environment.

Corporate Governance
Spectrum is a controlled company. Harbinger Group, Inc. (HRG;
Fitch IDR rated 'B'; Outlook Stable) owns 59.3% of Spectrum. HRG
itself is a controlled company majority owned by Harbinger Capital
Partners, LLC, a hedge fund. Both companies directly or indirectly
have pledged Spectrum shares as collateral.

HRG uses the value of its portfolio investments as collateral for
its own debt. HRG has pledged its Spectrum shares as part of the
collateral for its 7.875%, $925 million notes. HRG is in
compliance with its covenants with a comfortable collateral
cushion. Fitch monitors HRG's cushion as part of Spectrum's
rating.

Harbinger Capital Partners Master Fund I, Ltd. (an affiliate of
Harbinger Capital) owns 50.9% of HRG on a fully diluted basis and
has also pledged all of its shares in HRG. If there was a
foreclosure or sale of the HRG shares pledged as collateral, it
would be a change of control of both HRG and Spectrum. The change
could not only accelerate all of Spectrum's and HRG's debt and
preferred stock, but could reduce the company's usage of its net
operating losses. Spectrum would need a waiver on its term loan
and revolver, and might also need a waiver on its notes, as it is
required to offer to repurchase those instruments.

Rating Sensitivities:

Negative: Any change in financial strategy such that leverage is
consistently and materially higher than mid-4x levels would be of
concern and may have negative rating implications.

Governance Implications Potentially Negative: A change of control
due to issues with the majority owner could have negative rating
implications. An event of default could occur if an entity or
group, other than HRG and its affiliates, acquires more than 35%
of Spectrum. If there is a change of control, it would most likely
be due to foreclosure on the assets (i.e. Spectrum shares)
collateralizing debt at the parent level. In this event, all of
Spectrum's debt could accelerate unless the company obtains
waivers. Fitch would address this event upon its occurrence.

Positive: An upgrade is unlikely in the near term. Leverage is
high and acquisition, integration and refinancing charges will
dampen profitability this year. As credit protection measure
improves with good business momentum, the potential for a positive
rating action could increase.

Fitch has taken the following rating actions on Spectrum:

-- Long-term (IDR) affirmed at 'BB-';
-- Senior secured asset backed loan (ABL) upgraded to 'BB+'
   from 'BB-';
-- Senior secured term loans upgraded to 'BB+' from 'BB-';
-- Senior secured note upgraded to 'BB+' from 'BB-';
-- Senior unsecured notes affirmed at 'BB-'.

Fitch has assigned the following ratings to Spectrum Canada:
-- IDR 'BB-';
-- Senior secured term loan 'BB+'.

Spectrum has received the requisite consents to call the $950
million, senior secured notes and have received replacement
financing to repay these notes in September. These notes will be
withdrawn at that time.


SPIRE CORP: Guy Mayer Quits From Board
--------------------------------------
Guy L. Mayer resigned from the Board of Directors of Spire
Corporation effective Aug. 15, 2013.

                          About Spire Corp

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

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

The Company reported a net loss of $1.9 million on total net sales
and revenues of $22.1 million in 2012, compared with a net loss of
$1.5 million on total net sales of $58.7 million in 2011.

As of June 30, 2013, the Company had $13.46 million in total
assets, $10.15 million in total liabilities and $3.31 million in
total stockholders' equity.


SWJ MANAGEMENT: Files Schedules of Assets and Liabilities
---------------------------------------------------------
SWJ Management LLC filed with the Bankruptcy Court for the
Southern District of New York its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                $450,000,000
  B. Personal Property                    $400
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $160,688,414
  E. Creditors Holding
     Unsecured Priority
     Claims                                                 $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                           $518,785
                                  -----------      -----------
        TOTAL                     $450,000,400    $161,207,200

New York-based SWJ Management LLC filed for Chapter 11 (Bankr.
S.D.N.Y. Case No. 13-12123) on June 28, 2013.  Judge Allan L.
Gropper oversees the case.  The Law Offices of David Carlebach,
Esq., serves as the Debtor's counsel.  In its petition, the Debtor
estimated $50 million to $100 million in both assets and debts.
The petition was signed by Richard Annunziata, managing member.

An affiliate, Ridgewood Realty of LL, SK Mulberry Contract, filed
a separate Chapter 11 petition (Case No. 12-14085) on Sept. 28,
2012.


T-L BRYWOOD: RCG-KC Brywood Balks at Exclusivity Extension Bid
--------------------------------------------------------------
Lender RCG-KC Brywood LLC asks the U.S. Bankruptcy Court for the
Northern District of Illinois to deny T-L Brywood LLC's motion to
extend the exclusive solicitation period.

As reported in the Troubled Company Reporter on Aug. 15, 2013, the
Debtor requested that the Court extend its exclusive period to
solicit  acceptances for the Plan of Reorganization until Jan. 31,
2014.  The Debtor does not seek an extension of the time to file a
Plan because it has already filed a Plan of Reorganization.

RCG, by and through its attorney, Thomas M. Lombardo, Esq. --
tlombardo@ginsbergjacobs.com -- at Ginsberg Jacobs LLC, stated
that, among other things:

   1. the Debtor has not met its burden of showing cause because
      it has not provided any evidence;

   2. the Debtor has not shown by a preponderance of the evidence
      that it is probable that the Court will confirm a plan
      within a reasonable period of time; and

   3. the Debtor's motion consists of unsubstantiated allegations
      reciting, verbatim, the same references to "general overall
      economic concerns" and efforts "to seek refinancing sources"
      that it relied upon in delaying the filing of its Plan
      through four exclusive periods.

                        About T-L Brywood

T-L Brywood LLC filed for Chapter 11 bankruptcy (Bankr. N.D. Ill.
Case No.12-09582) on March 12, 2012.  T-L Brywood owns and
operates a commercial shopping center known as the "Brywood
Centre" -- http://www.brywoodcentre.com/-- in Kansas City,
Missouri.  The Property encompasses roughly 25.6 acres and
comprises 183,159 square feet of retail space that is occupied by
12 operating tenants.  The occupancy rate for the Property is
approximately 80%.

The Debtor and lender The PrivateBank and Trust Company reached an
impasse over the terms and conditions of another extension of a
mortgage loan on the Property.  As a result, the Debtor filed the
Chapter 11 case to protect the Property from foreclosure while the
Debtor formulates an exit strategy from the reorganization case.
As of the Petition Date, no foreclosure relating to the Property
had been filed by the Lender.

Judge Donald R. Cassling oversees the case.  The Debtor is
represented by David K. Welch, Esq., Arthur G. Simon, Esq., and
Jeffrey C. Dan. Esq., at Crane, Heyman, Simon, Welch & Clar, in
Chicago.

The Debtor disclosed total assets of $16,666,257 and total
liabilities of $13,970,622 in its schedules.  The petition was
signed by Richard Dube, president of Tri-Land Properties, Inc.,
manager.

The Plan filed in the Debtors' cases is premised upon the deemed
substantive consolidation of the Debtors solely for purposes of
implementing the Plan, including for purposes of voting,
confirmation, distributions to creditors and administration.

PrivateBank is represented by William J. Connelly, Esq., at
Hinshaw & Culbertson LLP.

No committee of creditors was appointed by the U.S. Trustee.


T-L BRYWOOD: Urges Court to Approve Plan Outline
------------------------------------------------
T-L Brywood LLC, asks the U.S. Bankruptcy Court for the Northern
District of Illinois to overrule the limited objection of RCG-KC
Brywood, LLC to the approval of the Disclosure Statement proposed
in conjunction with the related Debtors.

The Debtor explained that, among other things:

   1. The Debtors are entitled to seek and obtain substantive
      consolidation of their estates pursuant to the Joint Plan.
      The substantive consolidation will not prejudice RCG and
      will benefit Brywood and its creditors, including RCG.

   2. The use of substantive consolidation as a means for
      implementing the Joint Plan is permissible under Section
      1123(a)(5)(C) of the Bankruptcy Code.

As reported in the Troubled Company Reporter on Aug. 20, 2013,
RCG-KC Brywood, successor by assignment to The PrivateBank &
Trust Company, filed a limited objection asking the Bankruptcy
Court to deny approval of the Joint Disclosure Statement
explaining T-L Brywood LLC's Chapter 11 Plan.

As reported in the TCR on June 26, 2013, the Debtor submitted a
Joint Disclosure Statement explaining their proposed Plan of
Reorganization.

According to the Disclosure Statement, the Plan provides for full
payment of Class 1 Claim of RCG-KC Brywood, Class 2 Claim of
CT Bank, Class 6 Claim of JC Collector, and Class 7 Claim of The
Conyers Tax Collectors.

Classes 3 to 5 Claim of CT Bank will receive monthly interest
payments until the claim is paid in full.

Class 8 Claim of the Smyrna Tax Collectors will be paid in full in
cash on the Effective Date or soon as practicable thereafter.

The Plan is premised upon the deemed substantive consolidation of
the Debtors solely for purposes of implementing the Plan,
including for purposes of voting, confirmation, distributions to
creditors and administration.  On the Effective Date, and for Plan
Implementation purposes only:

   1. the assets and liabilities of each of the Debtors will be
      treated as though such assets and liabilities were assets
      and liabilities of a single entity;

   2. the collective cash flow of all of the Debtors maybe
      utilized to pay for the operating expenses and the payments
      required under the plan for all Debtors; and

   3. inter-Debtor claims as of the filing of the Chapter 11
      cases, if any, are extinguished.

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

                        About T-L Brywood

T-L Brywood LLC filed for Chapter 11 bankruptcy (Bankr. N.D. Ill.
Case No.12-09582) on March 12, 2012.  T-L Brywood owns and
operates a commercial shopping center known as the "Brywood
Centre" -- http://www.brywoodcentre.com/-- in Kansas City,
Missouri.  The Property encompasses roughly 25.6 acres and
comprises 183,159 square feet of retail space that is occupied by
12 operating tenants.  The occupancy rate for the Property is
approximately 80%.

The Debtor and lender The PrivateBank and Trust Company reached an
impasse over the terms and conditions of another extension of a
mortgage loan on the Property.  As a result, the Debtor filed the
Chapter 11 case to protect the Property from foreclosure while the
Debtor formulates an exit strategy from the reorganization case.
As of the Petition Date, no foreclosure relating to the Property
had been filed by the Lender.

Judge Donald R. Cassling oversees the case.  The Debtor is
represented by David K. Welch, Esq., Arthur G. Simon, Esq., and
Jeffrey C. Dan. Esq., at Crane, Heyman, Simon, Welch & Clar, in
Chicago.

The Debtor disclosed total assets of $16,666,257 and total
liabilities of $13,970,622 in its schedules.  The petition was
signed by Richard Dube, president of Tri-Land Properties, Inc.,
manager.

The Plan filed in the Debtors' cases is premised upon the deemed
substantive consolidation of the Debtors solely for purposes of
implementing the Plan, including for purposes of voting,
confirmation, distributions to creditors and administration.

PrivateBank is represented by William J. Connelly, Esq., at
Hinshaw & Culbertson LLP.

No committee of creditors was appointed by the U.S. Trustee.

THEODORO BAKING: Files for Chapter 11 in St. Louis
--------------------------------------------------
Candace Jarrett, writing for Hazelwood Patch, reports that
Theodoro Baking Co. has sought Chapter 11 bankruptcy protection
in St. Louis, but will continue to be operational.  It listed
$1 million to $10 million in both assets and liabilities.  The
report says Theodoro Baking will seek debtor-in-possession
financing to be able to pay vendors, as it has local and national
customers.

According to the report, Bonnie Clair, Esq., Theodoro's attorney,
said she was not at liberty to discuss the situation but did say a
statement would soon be released about the bankruptcy.

Theodoro has about 200 employees. It operates its own fleet of 40
trucks that deliver to area restaurants and supermarkets.


TRIMJOIST CORP: Bankr. Ct. Abstains From Suit v. Company President
------------------------------------------------------------------
Bankruptcy Judge Jason D. Woodward abstains from hearing the
breach of contract action captioned Trustmark National Bank,
Plaintiff v. E. Barry Sanford, Defendant, Adv No. 13:01024 (Bankr.
N.D. Miss.), and remands the case to the Circuit Court for Lowndes
County, Mississippi.

Trimjoist Corp. filed for Chapter 11 bankruptcy petition (Bankr.
N.D. Miss. Case No. 12-15405) on Dec. 18, 2012.  Barry Sanford is
the Debtor's president and director.

Trustmark sued Mr. Sanford for his personal guaranty of the
Debtor's promissory note to Trustmark.  The Debtor listed Mr.
Sanford as a codebtor on its Trustmark debt.

Judge Woodward holds that the present case is a purely state law
dispute between two non-debtors that will have no adverse effect
on the efficient administration of the Debtor's bankruptcy case.

A copy of the Bankruptcy Court's July 30, 2013 Memorandum and
Order is available at http://is.gd/zDeKnNfrom Leagle.com.


UNIFIED 2020: Amends Application to Employ J. Slim as Co-Counsel
----------------------------------------------------------------
Unified 2020 Realty Partners, LP, filed on Aug. 13, 2013, an
amended application to employ Jules Slim, Esq., as co-counsel to
assist Arthur Ungerman, Esq., concerning litigation matters now
pending before the U.S. Bankruptcy Court for the Northern District
of Texas and those that may arise in connection with the plan and
disclosure statement pending before the Court and any future
litigation that may aries.

Mr. Slim has agreed to represent the Debtor on an hourly basis at
$275.00 per hour.  According to papers filed with the Court, Co-
Counsel will be paid by Pacific Bridge Corporation for his
services.

The hearing to consider the Amended Application of Jules Slim as
attorney will be held on Sept. 12, 2013, at 9:30 a.m.

The Amended Application was submitted by:

     Arthur I. Ungerman, Esq.
     8140 Walnut Hill Lane, Suite 301
     Dallas, TX 75231
     Tel: (972) 239-9055
     Fax: (972) 239-9886
     Attorneys for Debtor

                     About Unified 2020 Realty

Unified 2020 Realty Partners, LP, filed a bare-bones petition
under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No.
13-32425) in its home-town in Dallas on May 6, 2013.  The petition
was signed by Edward Roush as president of general partner.  The
Debtor disclosed $44.7 million in total assets and $31.6 million
in liabilities as of the Chapter 11 filing.  The Debtor says it
owns and leases infrastructure critical to telecommunications
companies and data center facilities.  Judge Stacey G. Jernigan
presides over the Chapter 11 case.

Arthur I. Ungerman, Esq., and Kerry S. Alleyne-Simmons, Esq., at
the Law Office of Arthur Ungerman, in Dallas, Texas, represent the
Debtor.  Peter C. Lewis, Esq., and Jacob W. Sparks, Esq., at
Scheef & Stone, LLP, in Dallas, Texas, represent United Central
Bank.

In its schedules, the Debtor disclosed $280,178,409 in assets and
$46,378,972 in liabilities.


USA COMMERCIAL: Nev. Dist. Ct. Rules Against Compass & D. Blatt
---------------------------------------------------------------
District Judge Robert C. Jones entered a memorandum and opinion
regarding Compass Partners, LLC, Compass USA SPE, LLC, and David
Blatt in the lawsuit captioned 3685 SAN FERNANDO LENDERS, LLC, et
al., Plaintiffs, v. COMPASS USA SPE LLC, et al., Defendants, Case
Nos. CASE NOS. 2:07-CV-892-RCJ-GWF-BASE, 3:07-CV-241-RCJ-GWF
(D. Nev.).

As reported in the May 6, 2013 edition of The Troubled Company
Reporter, the lawsuit 3685 SAN FERNANDO LENDERS, LLC et al. v.
COMPASS USA SPE LLC, et al. arose out of the attempts of certain
direct lenders to terminate a bankrupt entity and its assigns --
one of whom is now itself bankrupt -- as loan servicers.  USA
Commercial Mortgage Co. was a loan servicing company that went
bankrupt.  At an auction pursuant to those bankruptcy proceedings,
Compass USA SPE, LLC purchased USA Commercial's interest in
thousands of Loan Servicing Agreements.  Those LSAs were contracts
between USA Commercial and various financial institutions and
individuals -- Direct Lenders -- that had lent money for the
purchase of commercial real estate.  Certain Direct Lenders
subsequently formed various companies, who sued Compass in a
Nevada District Court to determine their rights and obligations
under the LSAs and for various torts.

On July 30, 2013, the District Court entered rulings against
defendants Compass Partners, Compass USA and David Blatt.  The
District Court opined that substantial evidence supports Compass'
and Blatt's liability for (1) conversion of USACM Loans, (2)
tortious breach of the implied convenant of good faith and fair
dealing, (3) breaching their fiduciary duties; (4) civil
conspiracy; and (5) punitive damages.  Accordingly, Judge Jones
ruled that:

   -- the plaintiffs' motion for an award of prejudgment interest
      is granted;

   -- the plaintiffs' motion for an award of attorneys' fees,
      costs, and expenses is granted;

   -- the Court's order of civil contempt against a certain Ms.
      Cangelosi is stricken and expunged.  Ms. Cangelosi is said
      to have testified regarding Compass's and Mr. Blatt's
      unabashed pursuit of their financial interests in the Loans;

   -- Compass's and Blatt's Fed.R.Civ.P. Rule 50(b) and Rule 59
      motions are denied;

   -- The plaintiffs can recover from Compass and Blatt the amount
      of compensatory and punitive damages, prejudgment interest,
      post-judgment interest, attorneys' fees, and costs; and

   -- The Plaintiff LLCs shall take nothing against Compass and
      Mr. Blatt.

Janet L. Chubb, Esq. -- jchubb@armstrongteasdale.com -- and Louis
M. Bubala III, Esq. -- lbubala@armstrongteasdale.com -- of
ARMSTRONG TEASDALE, in Reno, Nevada, as well as William A. Brewer
III, Esq. -- wab@bickelbrewer.com , Michael J. Collins, Esq. --
mjc@bickelbrewer.com , and Robert M. Millimet, Esq. --
rrm@bickelbrewer.com -- of BICKEL & BREWER, in Dallas, Texas,
serve as attorneys for the Plaintiffs.

Daniel T. Hayward, Esq. -- dhayward@laxalt-nomura.com -- of LAXALT
& NOMURA, LTD., serves as counsel for Defendants Compass Partners,
LLC, Compass USA SPE, LLC, and David Blatt.

A copy of Judge Jones' July 30, 2013 Memorandum and Opinion is
available at http://is.gd/FC0SMtfrom Leagle.com.

                      About USA Commercial

Based in Las Vegas, Nevada, USA Commercial Mortgage Company, dba
USA Capital -- http://www.usacapitalcorp.com/-- provided more
than $1 billion in short-term and permanent financing to
homebuilders, commercial developers, apartment owners and
institutions nationwide.  The Company and its debtor-affiliates
filed for chapter 11 protection on April 13, 2006 (Bankr. D. Nev.
Case Nos. 06-10725 to 06-10729).

Lenard E. Schwartzer, Esq., at Schwartzer & Mcpherson Law Firm,
and Annette W. Jarvis, Esq., at Ray Quinney & Nebeker, P.C.,
represented the Debtors in their restructuring efforts.  Thomas J.
Allison, a senior managing director at Mesirow Financial Interim
Management LLC, served as Chief Restructuring Officer for the
Debtors.

Susan M. Freeman, Esq., and Rob Charles, Esq., at Lewis and Roca
LLP represented the Official Committee of Unsecured Creditors of
USA Commercial Mortgage Company.  Edward M. Burr at Sierra
Consulting Group, LLC, provided financial advice to the Creditors
Committee of USA Mortgage.

Marc A. Levinson, Esq., and Jeffery D. Hermann, Esq., at Orrick,
Herrington & Sutcliffe LLP, and Bob L. Olson, Esq., and Anne M.
Loraditch, Esq., at Beckley Singleton, Chartered, represented the
Official Committee of Equity Security Holders of USA Capital
Diversified Trust Deed Fund, LLC.  FTI Consulting, Inc., provided
financial advice to the Equity Committee of USA Diversified.

Candace C. Carlyon, Esq., and Shawn w. Miller, Esq., at Shea &
Carlyon, Ltd., and Jeffrey H. Davidson, Esq., Frank A. Merola,
Esq., and Eve H. Karasik, Esq., at Stutman, Treister & Glatt, PC,
represented the Official Committee of Equity Security Holders of
USA Capital First Trust Deed Fund, LLC.  Matthew A. Kvarda, at
Alvarez & Marsal, LLC, provided financial advise to the Equity
Committee of USA First.

When the Debtors filed for protection from their creditors, they
estimated assets of more than $100 million and debts between
$10 million and $50 million.

The Debtor's Chapter 11 plan of reorganization was confirmed on
Jan. 8, 2007.  USACM Liquidating Trust was created pursuant to the
Debtors' Third Amended Joint Chapter 11 Plan of Reorganization,
which became effective March 12, 2007.  Under the Joint Plan, the
Trust obtained the right to enforce USACM's causes of action.


VAUGHN COLLEGE: S&P Lowers Rating on 2006 Revenue Bonds to 'BB'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term rating to
'BB' from 'BB+' on the New York City Industrial Development
Agency's series 2006 revenue bonds, issued on behalf of Vaughn
College of Aeronautics and Technology (VCAT or Vaughn).  The
outlook is stable.

"The lower rating reflects our view of VCAT's currently limited
capacity for enrollment growth, weaker financial resources for the
rating category, and potential pressure on full accrual operating
performance given the expectation of greater capital spending
during the next one to two years," said Standard & Poor's credit
analyst Charlene Butterfield.

The rate of VCAT's enrollment growth has been constrained by its
physical capacity.  Management indicates the college is increasing
its physical capacity and intends to accommodate future projected
demand.  As VCAT is highly dependent on student chargers for
revenues, it is S&P's opinion that limited enrollment growth
constrains future revenue growth as well.  Financial resources are
likely to be pressured further by $15 million of private placement
debt, expected to be finalized in October 2013.  S&P views
favorably the college's slowly improving student demand profile,
increasing full time equivalents (FTE), and lower endowment
spending.

While a portion of the college's planned capital projects may be
funded by the city and state, as well as by an equity contribution
from the school, S&P understands the college plans to issue
approximately $15 million in additional debt during the outlook
period to help finance the a new library, renovate administrative
offices, and to  acquire an 18,000 square foot building and
renovate leased space for instructional purposes.  Based on a
$15 million debt issuance, S&P estimates that total pro forma debt
could reach approximately $54 million with an estimated maximum
annual debt service burden of 10% -- a level S&P considers high.

VCAT, founded in 1932, is a specialized aviation and engineering
college located adjacent to LaGuardia Airport in Queens, N.Y.
When founded, Vaughn's primary mission was to train technicians in
the design, construction, and service of aircraft.  As the
aviation industry evolved, however, so did the college.  VCAT
serves approximately 1,800 students pursuing undergraduate and
graduate degrees in engineering, technology, management, and
aviation.


VILLAGE AT KNAPP'S: Files Schedules of Assets and Liabilities
-------------------------------------------------------------
The Village At Knapp's Crossing, L.L.C. filed with the Bankruptcy
Court for the Western District of Michigan its schedules of assets
and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $15,100,000
  B. Personal Property          $202,392,127
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $4,777,363
  E. Creditors Holding
     Unsecured Priority
     Claims                                            $3,050
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $127,047
                                 -----------      -----------
        TOTAL                   $217,492,127       $4,907,461

                   About Village At Knapp's

The Village At Knapp's Crossing, L.L.C. in Grand Rapids, Michigan,
filed for Chapter 11 (Bankr. W.D. Mich. Case No. 13-06094) on
July 25, 2013.  Judge Scott W. Dales handles the case.  On the
Petition Date, the Debtor estimated its assets and debts at
$10 million to $50 million.  The petition was signed by Steven D.
Benner, managing member on behalf of S.D. Benner, sole member.

Tishkoff & Associates PLLC is the Debtor's counsel.


VILLAGE AT KNAPP'S: Corrected List of Top Unsecured Creditors
-------------------------------------------------------------
The Village At Knapp's Crossing, L.L.C. has submitted to the
Bankruptcy Court a corrected list that identifies its top 20
unsecured creditors.

Creditors with the three largest claims are:

  Entity                 Nature of Claim        Claim Amount
  ------                 ---------------        ------------
International Bank of      Mortgage              $4,142,007
Chicago
5069 N. Broadway
Chicago IL 60640

Comerica Bank              Mortgage                $468,242
150 W Jefferson Ave Ste
Detroit MI 48226

First Community Bank       Mortgage                $167,113
200 East Main St.
Harbor Springs MI 49740

A copy of the creditors' list is available for free at:

                       http://is.gd/oeEfl0

                   About Village At Knapp's

The Village At Knapp's Crossing, L.L.C. in Grand Rapids, Michigan,
filed for Chapter 11 (Bankr. W.D. Mich. Case No. 13-06094) on
July 25, 2013.  Judge Scott W. Dales handles the case.  On the
Petition Date, the Debtor estimated its assets and debts at
$10 million to $50 million.  The petition was signed by
Steven D. Benner, managing member on behalf of S.D. Benner, sole
member.

Tishkoff & Associates PLLC is the Debtor's counsel.


VITAMINSPICE: Jehu Hand Obtains Judgment in Defamation Suit
-----------------------------------------------------------
Securities lawyer Jehu Hand on Aug. 29 disclosed that after trial
held in Orange County California Superior Court, he has obtained a
judgment in case no. 30-2012-00567141 against VitaminSpice
(VTMS.PK) and its Chief Executive Officer Ed Bukstel.  The
Complaint alleged that defendants VitaminSpice and Ed Bukstel
libeled Jehu Hand in the press release issued by them on April 25,
2012.  That widely-disseminated press release alleged that motions
filed in the Federal Bankruptcy Court for the Eastern District of
Pennsylvania included documents that allegedly demonstrated that
Jehu Hand and others perpetrated forgeries.  The Complaint further
alleges that these and other statements in VitaminSpice's press
release were untrue and defamatory and, furthermore, that the
statements regarding purported forgeries were expressly contrary
to the findings of the Bankruptcy Court.

No evidence was presented by the defendants at trial to support
any allegation of forgery nor to support their contention that the
defendants made the defamatory statements with good faith belief
in their truthfulness.  The Court found that the Complaint was
supported by the evidence and awarded the full amount sought of
$74,000 against each of VitaminSpice and Ed Bukstel.

This judgment follows the dismissal of VitaminSpice and Bukstel's
Third Party Complaint against Mr. Hand which was pending in the
Eastern District of Pennsylvania, Advanced Multilevel Concept,
Inc. v VitaminSpice, et al., Case No. 11-CV-3718. That case was
dismissed with prejudice.

Mr. Hand stated, "I am pleased to have finally vindicated myself
against the baseless defamation by Mr. Bukstel and VitaminSpice.
I believe that the defamation and the Third Party Complaint, which
was bereft of any factual support, were merely retaliation for
myself and others providing information to the Securities and
Exchange Commission, detailing a 'pump and dump' in VitaminSpice's
stock engaged in by the company.  This information resulted in
enforcement action against VitaminSpice as set forth in SEC
Release 34-68948."

                        About VitaminSpice

VitaminSpice makes vitamin- and antioxidant-infused spices as food
and dietary supplements.

Five creditors filed an involuntary Chapter 11 petition (Bankr.
E.D. Pa. Case No. 16200) against Wayne, Pennsylvania-based
VitaminSpice aka Qualsec on Aug. 5, 2011.  The creditors, owed
roughly $414,000 in the aggregate, are: John Robison in
Philadelphia, Pennsylvania; IBT South Florida, LLC, in Fort
Lauderdale, Florida; Learned J. Hand in Chapel Hill, North
Carolina; and Jehu Hand in Dana Point, California; and Esthetics
World in Cheyenne, Wyoming.  Judge Magdeline D. Coleman presides
over the case.  Peter Edward Sheridan, Esq. --
sheridan.pete@gmail.com -- in Philadelphia, Pennsylvania,
represents the petitioning creditors.

In April 2012,  the bankruptcy judge dismissed the involuntary
case at the behest of the Debtor.   Judge Magdeline D. Coleman in
Philadelphia said the creditors failed to prove the company was
generally not paying its debts as they mature.
The company filed a motion to dismiss the petition, saying it was
filed in bad faith to stop lawsuits where the VitaminSpice was
targeting Mr. Hand or his companies.


XTREME GREEN: Files Motion to Obtain $2-Mil. in DIP Financing
-------------------------------------------------------------
BankruptcyData reported that Xtreme Green Products filed a motion
seeking Court approval of $2 million ($650,000 in the interim) in
debtor-in-possession financing from proposed lender the Georgiou
Family Trust. The financing will be used to fund critical
operating expenses and pay critical vendors and repay a pre-
petition secured loan from the lender in the principal amount of
$150,000.

The Company explains, "If the Debtor is unable to obtain post-
petition financing, it will be unable to carry on the operation of
its business, including fulfilling existing orders, and thus be
unable to reorganize. Conversely, by obtaining post-petition
financing, Debtor will increase the value of its estate and of the
collateral for its secured debt to Lender."

The U.S. Trustee assigned to the case scheduled a September 26,
2013 341-Meeting of Creditors.

Xtreme Green Products filed for Chapter 11 protection with the
U.S. Bankruptcy Court in the District of Nevada, case number 13-
17266. The Company, which manufactures specialty electric
vehicles, is represented by Lenar E. Schwartzer of Schwartzer &
McPherson Law Firm.


XTREME IRON: Chap. 11 Trustee Files Joint Plan of Liquidation
-------------------------------------------------------------
Areya Holder, Chapter 11 trustee for the estates of Xtreme Iron
Holdings, LLC, and Xtreme Iron, LLC, filed with the U.S.
Bankruptcy Court for the Northern District of Texas a Joint Plan
of Liquidation of the Debtors.

The Plan is predicated on substantive consolidation of the Debtors
into a single entity.  In addition, the Plan resolves, settles,
and compromises all claims against the Debtors or property of
their estates.

The cash necessary for confirmation and to make the distributions
to allowed claims against and equity interests in the Debtors will
come from the cash in the Chapter 11 Trustee's possession at
confirmation and the cash acquired by the Liquidating Trustee
after liquidation of the assets.  The balance of that cash will be
transferred to the liquidating trust.

Prior to the filing of the Plan, the Chapter 11 Trustee liquidated
substantially all of the Estates' Assets.  Pursuant to the terms
of the Plan, the Chapter 11 Trustee will transfer all of the
Estates' Assets, including the proceeds from her earlier
liquidation, to the Liquidating Trust.  The Liquidating Trustee
will liquidate the Liquidating Trust Assets and distribute the net
proceeds of that liquidation to creditors holding Allowed Claims
pursuant to the terms and provisions of the Plan and Liquidating
Trust Agreement.

Under the Plan, holders of Allowed Priority Non-Tax Claims and
Allowed Secured Tax Claims will receive 100 percent recovery of
their claims.

Pursuant to the CAT Financial Settlement, CAT Financial was
awarded an Allowed Secured Claim equal to approximately
$8,200,000.  On account of that Allowed Class 3 Claim, and in full
satisfaction, release, and discharge of and exchange for that
Claim, and the release of all Liens against the Estates' assets,
as well as additional consideration, CAT Financial received
$3,291,500 in cash from the Chapter 11 Trustee on or around
May 20, 2013.

Pursuant to the CAT Financial Settlement, CAT Financial retained
an Allowed Subordinated Claim equal to approximately
$8,100,000.

Holders of Allowed General Unsecured Claims will receive a pro
rata share of distributions from the Trust Assets after
liquidation and payment in full of secured claims.  Estimated
recovery for this class is 20 percent to 40 percent.

All equity interests will be cancelled and terminated as of the
Effective Date.

A full-text copy of the Disclosure Statement is available at:

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

A hearing will be held on Sept. 30, 2013, at 1:30 p.m. to consider
approval of the Disclosure Statement.

                         About Xtreme Iron

Xtreme Iron Holdings, LLC, filed a bare-bones Chapter 11 petition
(Bankr. N.D. Tex. Case No. 12-33832) in Dallas on June 13, 2012.
Lake Dallas-based Xtreme Iron Holdings estimated assets and
liabilities of $10 million to $50 million.

Xtreme Iron Holdings is the holding company for Xtreme Iron LLC --
http://www.xtreme-iron.com-- which claims to own one of the
largest heavy equipment rental fleets in the state of Texas.
Their fleet is comprised of late model, low hour Caterpillar and
John Deere equipment.  Holdings said an estimated 90% of the
business assets are located in North Texas counties.

Xtreme Iron Hickory Creek LLC filed its own petition (Bankr. E.D.
Tex. Case No. 12-41750) on June 29, listing under $1 million in
both assets and debts.

Xtreme Iron LLC commenced Chapter 11 proceedings (Bankr. N.D. Tex.
Case No. 12-34540) almost a month later, on July 11, estimating
assets and debts of $10 million to $50 million.

Judge Harlin DeWayne Hale oversees the Chapter 11 cases of
Holdings and Iron LLC.  Gregory Wayne Mitchell, Esq., at The
Mitchell Law Firm, L.P., serves as bankruptcy counsel to all three
Debtors.

On Sept. 14, 2012, Areya Holder was appointed Chapter 11 Trustee
of the estates of Xtreme Iron Holdings, LLC, and Xtreme Iron, LLC.
Gardere Wynne Sewell LLP serves as counsel for Areya Holder.

Beta Capital LLC, a creditor, has asked the Bankruptcy Court in
Dallas to transfer the venue of Holdings' Chapter 11 case to the
Bankruptcy Court for the Eastern District of Texas, saying the
company's domicile, residence, principal place of business, and
the location of its principal assets are all in the Eastern
District; and venue is not proper in the Northern District of
Texas.


YRC WORLDWIDE: Amends $350 Million Securities Prospectus
---------------------------------------------------------
YRC Worldwide Inc. has amended its registration statement on Form
S-3 relating to the offer and sale of up to an aggregate of
$350,000,000, from time to time, in one or more offerings, of any
combination of the following types of securities:

   * debt securities, in one or more series, which may be senior
     debt securities or subordinated debt securities and secured
     debt securities or unsecured debt securities, in each case
     consisting of notes or other evidences of indebtedness;

   * warrants to purchase debt securities;

   * shares of the Company's common stock;

   * warrants to purchase common stock;

   * shares of our preferred stock;

   * depositary shares;

   * purchase contracts;

   * units;

   * subscription rights; or

   * any combination of these securities.

Some or all of the Company's subsidiaries may guarantee some or
all of its debt securities.  The securities may be offered
separately or together in any combination and as separate series.

The Company's common stock is traded on the Nasdaq Global Select
Market under the symbol "YRCW."

The Company amended the registration statement to delay its
effective date until the Company will file a further amendment
which specifically states that this registration statement will
thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933, as amended, or until the registration
statement will become effective on that date as the Securities and
Exchange Commission, acting pursuant to said Section 8(a), may
determine.

A copy of the amended Form S-3 prospectus is available at:

                        http://is.gd/J8hS5N

                        About YRC Worldwide

Headquartered in Overland Park, Kan., YRC Worldwide Inc. (NASDAQ:
YRCW) -- http://www.yrcw.com/-- is a holding company that offers
its customers a wide range of transportation services.  These
services include global, national and regional transportation as
well as logistics.

After auditing the 2011 results, the Company's independent
auditors expressed substantial doubt about the Company's ability
to continue as a going concern.  KPMG LLP, in Kansas City,
Missouri, noted that the Company has experienced recurring net
losses from continuing operations and operating cash flow deficits
and forecasts that it will not be able to comply with certain debt
covenants through 2012.

For the year ended Dec. 31, 2012, the Company incurred a net loss
of $136.5 million on $4.85 billion of operating revenue, as
compared with a net loss of $354.4 million on $4.86 billion of
operating revenue during the prior year.  As of June 30, 2013, the
Company had $2.17 billion in total assets, $2.81 billion in total
liabilities and a $641.5 million total shareholders' deficit.

                           *     *     *

As reported by the TCR on Aug. 2, 2013, Moody's Investors Service
affirmed the rating of YRC Worldwide, Inc., corporate family
rating at Caa3.  The ratings outlook is has been changed to
positive from stable.

"The positive ratings outlook recognizes the important progress
that YRCW has made in restoring positive operating margins through
implementation of yield management initiatives, during a period of
stabilizing demand in the less than truckload ('LTL') segment,"
the report stated.

In August 2011, Standard & Poor's Ratings Services raised its
corporate credit rating on YRC Worldwide Inc. to 'CCC' from 'SD'
(selective default), after YRC completed a financial
restructuring.  Outlook is stable.

"The ratings on Overland Park, Kan.-based YRCW reflect its
participation in the competitive, capital-intensive, and cyclical
trucking industry," said Ms. Ogbara, "as well as its meaningful
off-balance-sheet contingent obligations related to multiemployer
pension plans." "YRCW's substantial market position in the less-
than-truckload (LTL) sector, which has fairly high barriers to
entry, partially offsets these risk factors. We categorize YRCW's
business profile as vulnerable, financial profile as highly
leveraged, and liquidity as less than adequate."


Z TRIM HOLDINGS: Edward Smith Held 69.9% Equity Stake at Aug. 20
----------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Edward B. Smith, III, and his affiliates
disclosed that as of Aug. 20, 2013, they beneficially owned
32,448,427 shares of common stock of Z Trim Holdings, Inc.,
representing 69.9 percent of the shares outstanding.  Mr. Smith
previously reported beneficial ownership of 32,902,218 common
shares or 77.5 percent equity stake as of March 18, 2013.  A copy
of the regulatory filing is available for free at:

                       http://is.gd/A218tD

                           About Z Trim

Mundelein, Ill.-based Z Trim Holdings, Inc., is a functional food
ingredient company which provides custom product solutions that
help answer the food industry's problems.  Z Trim's revolutionary
technology provides value-added ingredients across virtually all
food industry categories.  Z Trim's all-natural products, among
other things, help to reduce fat and calories, add fiber, provide
shelf-stability, prevent oil migration, and add binding capacity
-- all without degrading the taste and texture of the final food
products.

Z Trim Holdings disclosed a net loss of $9.58 million in 2012
following a net loss of $6.94 million in 2011.  The Company's
balance sheet at March 31, 2013, showed $5.60 million in total
assets, $8.85 million in total liabilities and a $3.25 million
total stockholders' deficit.

M&K CPAS, PLLC, in Houston, 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 had a working capital deficit and reoccurring losses
as of Dec. 31, 2012.  These conditions raise substantial doubt
about its ability to continue as a going concern.


ZUERCHER TRUST: Case Trustee Can Employ Grobstein as Fin'l Advisor
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California
approved the second amended application by Peter S. Kravitz,
Chapter 11 trustee for The Zuercher Trust of 1999, asking for
permission to employ Grobstein Teeple Financial Advisory Services,
LLP, as his financial advisor.

Grobstein Teeple will review and analyze the Debtor's financial
records.

According to the Debtor, Grobstein Teeple was not paid a monetary
retainer.  The hourly rates of the firm's personnel are:

         Partners                         $325 - $400
         Senior Consultants               $150 - $200
         Consultant                          $125
         Paraprofessionals                    $95

To the best of the trustee's knowledge, GTFAS neither holds nor
represents a claim against the Debtor or the estate.

As reported in the Troubled Company Reporter on July 24, 2013,
GTFAS served as the trustee's financial advisors, nunc pro tunc to
March 5, 2013.  GTFAS will perform these specified acts:

     a. Obtain and evaluate financial records;
     b. Evaluate assets and liabilities of Debtor;
     c. Reconstruct accounting and financial records related to
        the Debtor;
     d. Assist with compiling information for United States
        Trustee and Court compliance;
     e. Provide litigation consulting if required; and
     f. Provide accounting and consulting services requested by
        the Trustee and his counsel.

                 About The Zuercher Trust of 1999

San Mateo, California-based The Zuercher Trust of 1999 filed for
Chapter 11 bankruptcy (Bankr. N.D. Cal. Case No. 12-32747) on
Sept. 26, 2012.  Bankruptcy Judge Hannah L. Blumenstiel presides
over the case.  Derrick F. Coleman, Esq., at Coleman Frost LLP,
serves as the Debtor's counsel.

The Debtor, a business trust, estimated assets and debts of
$10 million to $50 million.  The Debtor owns property in
621 S. Union Avenue, in Los Angeles.  The property is currently in
REAP for alleged city health code violations.

In its schedules, the Debtor disclosed $28,450,000 in total assets
and $12,084,015 in total liabilities.

The petition was signed by Monica H. Hujazi, trustee.

As reported in the TCR on March 22, 2013, August B. Landis, Acting
U.S. Trustee for Region 17, obtained authorization from the U.S.
Bankruptcy Court to appoint Peter S. Kravitz as Chapter 11 Trustee
for The Zuercher Trust of 1999.  Steven T. Gubner, Esq., and
Richard D. Burstein, Esq., at Ezra Brutzkus Gubner LLP, represent
Peter S. Kravitz, Chapter 11 Trustee for The Zuercher Trust of
1999, as bankruptcy counsel.


* BlackRock Wins Dismissal of Securities Lending Suit
-----------------------------------------------------
Andrew Zajac, writing for Bloomberg News, reported that BlackRock
Inc., the world's biggest money manager, won dismissal of a
lawsuit brought by two pension funds that accused the company of
collecting "grossly excessive" compensation from securities-
lending returns linked to iShares Inc.

According to the report, U.S. District Judge Aleta Trauger in
Nashville, Tennessee, said the law governing securities lending
doesn't authorize investors, like the pension funds, to sue.

"Without congressional intent expressed in a statute, a cause of
action does not exist and the courts may not create one," Trauger
wrote, the report cited.

The suit was filed in January by Laborers Local 265 Pension Fund,
based in Cincinnati, and Plumbers and Pipefitters Local No. 572
Pension Fund, of Nashville, the report related.

Investment funds with holdings in stocks or other securities can
earn more by lending out their holdings to borrowers, including
short sellers, those betting the value of a security will fall.
Investors who lend out the securities divide the proceeds with a
securities lending agent, the report said.  Some funds, including
BlackRock, use their own securities-lending operation.

The case is Laborers Local 265 Pension Fund v. iShares Trust, 13-
cv-00046, U.S. District Court, Middle District of Tennessee
(Nashville).


* JPMorgan FERC-Probe Records Sought by Senate Investigators
------------------------------------------------------------
Keri Geiger & Cheyenne Hopkins, writing for Bloomberg News,
reported that the U.S. Senate Permanent Subcommittee on
Investigations asked energy-market regulators to hand over "key
documents" from a probe of JPMorgan Chase & Co. as lawmakers
examine banks' roles in commodities markets.

Carl Levin, the Michigan Democrat who leads the panel, and John
McCain of Arizona, its ranking Republican, sent a letter to the
Federal Energy Regulatory Commission seeking records from the
agency's inquiry and settlement with JPMorgan, according to a copy
of the Aug. 2 request obtained by Bloomberg News.

According to the report, the lawmakers asked the FERC to include a
70-page document outlining investigators' findings, which was
cited in articles by the New York Times. The regulator kept that
document private when announcing a $410 million accord with
JPMorgan last month.

The committee has repeatedly investigated Wall Street firms in the
wake of 2008's credit crisis, chronicling Goldman Sachs Group
Inc.'s sales of mortgage-linked instruments and JPMorgan's
handling of botched derivatives bets, the report said.  In an
interview last month, Levin said lawmakers would use subpoena
power to examine banks' dealings in physical commodities.

"We have been into this issue for a long time and it's a very,
very significant issue," Levin said July 23 of his panel's look at
banks' businesses tied to energy and natural resources, the report
recalled.  The potential for conflicts of interest or price
manipulation "is huge," he said.


* CoreLogic Reports 49,000 Completed Foreclosures in July
---------------------------------------------------------
CoreLogic(R) on Aug. 29 released its July National Foreclosure
Report which provides data on completed U.S. foreclosures and the
national foreclosure inventory.  According to CoreLogic, there
were 49,000 completed foreclosures in the U.S. in July 2013, down
from 65,000 in July 2012, a year-over-year decrease of 25 percent.
On a month-over-month basis, completed foreclosures decreased 8.6
percent from the 53,000* reported in June.

As a basis of comparison, prior to the decline in the housing
market in 2007, completed foreclosures averaged 21,000 per month
nationwide between 2000 and 2006.  Completed foreclosures are an
indication of the total number of homes actually lost to
foreclosure. Since the financial crisis began in September 2008,
there have been approximately 4.5 million completed foreclosures
across the country.

As of July 2013, approximately 949,000 homes in the U.S. were in
some stage of foreclosure, known as the foreclosure inventory,
compared to 1.4 million in July 2012, a year-over-year decrease of
32 percent.  Month over month, the foreclosure inventory was down
4.4 percent from June 2013 to July 2013.  The foreclosure
inventory as of July 2013 represented 2.4 percent of all homes
with a mortgage compared to 3.4 percent in July 2012.

"As the housing market continues to recover, the foreclosure
inventory is declining quickly, down by 32 percent from a year
ago," said Mark Fleming, chief economist for CoreLogic.
"Continued strength in the housing market will contribute to our
outlook for ongoing improvement in the stock of distressed assets
through the end of this year."

"Completed foreclosures and delinquency rates continued their
rapid descent in July.  Every state posted a year-over-year
decline in foreclosures and serious delinquencies fell to the
lowest level since December 2008," said Anand Nallathambi,
president and CEO of CoreLogic.  "Not surprisingly, non-judicial
states have come the farthest the fastest in reducing shadow
inventory and lowering delinquency rates."

Highlights as of July 2013:

-- The five states with the highest number of completed
foreclosures for the 12 months ending in July 2013 were: Florida
(110,000),California (65,000), Michigan (61,000), Texas (45,000)
and Georgia (41,000).  These five states account for almost half
of all completed foreclosures nationally.

-- The five states with the lowest number of completed
foreclosures for the 12 months ending in July 2013 were: District
of Columbia (141), North Dakota (484), West Virginia (505), Hawaii
(512) and Maine (754).

-- The five states with the highest foreclosure inventory as a
percentage of all mortgaged homes were: Florida (8.1 percent), New
Jersey (5.9 percent), New York (4.7 percent), Connecticut (4.0
percent) and Maine (4.0 percent).

-- The five states with the lowest foreclosure inventory as a
percentage of all mortgaged homes were: Wyoming (0.4 percent),
Alaska (0.6 percent), North Dakota (0.7 percent), Nebraska (0.7
percent) and Colorado (0.8 percent).

*June data was revised. Revisions are standard, and to ensure
accuracy, CoreLogic incorporates newly released data to provide
updated results.

Table 1: Judicial Foreclosure States Foreclosure Ranking (Ranked
by Completed Foreclosures

Table 2: Non-Judicial Foreclosure States Foreclosure Ranking
(Ranked by Completed Foreclosures)

Table 3: Foreclosure Data for the Largest Core Based Statistical
Areas (CBSAs) (Ranked by Completed Foreclosures)

Figure 1: Number of Mortgaged Homes per Completed Foreclosure

Figure 2: Foreclosure Inventory as of July 2013

Figure 3 (is a map): Foreclosure Inventory by State Map

Methodology The data in this report represents foreclosure
activity reported through July 2013.

This report separates state data into judicial vs. non-judicial
foreclosure state categories.  In judicial foreclosure states,
lenders must provide evidence to the courts of delinquency in
order to move a borrower into foreclosure.  In non-judicial
foreclosure states, lenders can issue notices of default directly
to the borrower without court intervention.  This is an important
distinction since judicial states, as a rule, have longer
foreclosure timelines, thus affecting foreclosure statistics.

A completed foreclosure occurs when a property is auctioned and
results in the purchase of the home at auction by either a third
party, such as an investor, or by the lender.  If the home is
purchased by the lender, it is moved into the lender's real estate
owned (REO) inventory.  In "foreclosure by advertisement" states,
a redemption period begins after the auction and runs for a
statutory period, e.g., six months.  During that period, the
borrower may regain the foreclosed home by paying all amounts due
as calculated under the statute.  For purposes of this Foreclosure
Report, because so few homes are actually redeemed following an
auction, it is assumed that the foreclosure process ends in
"foreclosure by advertisement" states at the completion of the
auction.

The foreclosure inventory represents the number and share of
mortgaged homes that have been placed into the process of
foreclosure by the mortgage servicer.  Mortgage servicers start
the foreclosure process when the mortgage reaches a specific level
of serious delinquency as dictated by the investor for the
mortgage loan.  Once a foreclosure is "started," and absent the
borrower paying all amounts necessary to halt the foreclosure, the
home remains in foreclosure until the completed foreclosure
results in the sale to a third party at auction or the home enters
the lender's REO inventory.  The data in this report accounts for
only first liens against a property and does not include secondary
liens.  The foreclosure inventory is measured only against homes
that have an outstanding mortgage.  Homes with no mortgage liens
can never be in foreclosure and are, therefore, excluded from the
analysis.  Approximately one-third of homes nationally are owned
outright and do not have a mortgage.  CoreLogic has approximately
85 percent coverage of U.S. foreclosure data.

                         About CoreLogic

CoreLogic -- http://www.corelogic.com-- is a property
information, analytics and services provider in the United States
and Australia.  The company's combined data from public,
contributory and proprietary sources includes over 3.3 billion
records spanning more than 40 years, providing detailed coverage
of property, mortgages and other encumbrances, consumer credit,
tenancy, location, hazard risk and related performance
information.  The markets CoreLogic serves include real estate and
mortgage finance, insurance, capital markets, transportation and
government.  CoreLogic delivers value to clients through unique
data, analytics, workflow technology, advisory and managed
services.  Clients rely on CoreLogic to help identify and manage
growth opportunities, improve performance and mitigate risk.
Headquartered in Irvine, Calif., CoreLogic operates in seven
countries.


* Fitch Says U.S. High Yield Sensitive to Emerging Market Defaults
------------------------------------------------------------------
Emerging market (EM) issuer defaults could contribute more
meaningfully to U.S. high yield default trends if EM growth
sputters as a consequence of the Federal Reserve's plan to scale
back monetary stimulus, Fitch Ratings says.

Default activity in July was notable in that it included dollar-
denominated high yield bond defaults from two Mexican companies -
Desarrolladora Homex (homebuilding) and Maxcom Telecomunicaciones.
These joined defaults earlier in the year from another Mexican
construction company, Urbi Desarrollos Urbanos, and
telecommunication peer Axtel SAB.

While defaults remain low overall, the EM related default tally of
$2.8 billion through July is already the highest since 2009. The
year-to-date default rate for this group is 2.5% versus 0.8% for
the rest of the market.

EM dollar denominated issues total $116.5 billion, or close to 10%
of U.S. high yield market volume. The EM total is up from just $65
billion at the end of 2010 with $43.3 billion issued since January
2012.
The $116.5 billion includes some large issuers that are in
distress, including Brazilian oil company OGX (Issuer Default
Rating CCC, Negative Outlook, $3.6 billion in bonds).

The largest country concentration in this group is Brazil ($30
billion), followed by Mexico ($16.3 billion) and China ($14.4
billion). The industry makeup of these issues befits their EM
source with infrastructure-related and financial bonds
representing most outstanding volume. The top sectors include
energy ($27.7 billion), banking and finance ($18.0 billion),
telecommunication ($11.2 billion), real estate ($11.1 billion) and
building and materials ($8.5 billion). The cyclical nature of the
industry mix adds to their vulnerability if growth stalls.

The par weighted average recovery rate on the EM issues has been
36.9% of par to date. With the exception of one bond, the affected
issues were all unsecured. Of the $116.5 billion in EM bonds
currently outstanding, an estimated $95.2 billion is unsecured.

The trailing 12-month U.S. high yield default rate rose to 1.9% in
July from 1.7% in June. Four issuers defaulted on $3.0 billion in
bonds, bringing the year-to-date volume tally to $11.4 billion and
the defaulted issuer count to 23 - versus $10.2 billion and 20
issuers in the first seven months of 2012.


* Regulators Back Away From Tougher Mortgage Rules
--------------------------------------------------
Alan Zibel and Nick Timiraos, writing for The Wall Street Journal,
reported that federal regulators retreated from a proposal that
would have toughened rules for the mortgage securities market, a
defeat for advocates of tighter standards and a victory for the
housing lobby.

According to the report, six regulators -- including the Federal
Reserve, Federal Deposit Insurance Corp. and Securities and
Exchange Commission -- on Aug. 28 issued new proposed rules that
would require banks and other issuers of mortgage-backed
securities to retain 5% of the credit risk of the bonds on their
books, as mandated by the 2010 Dodd-Frank financial-overhaul law.

However, the proposal carries an exemption so broad it wouldn't
apply to securities containing most mortgages made under today's
stricter lending standards, which are of relatively low risk, the
report related. Rather, the rule would apply to the types of
higher-risk loans that were popular before the 2008 financial
crisis. The rule effectively sets boundaries for what kind of
loans might be offered, and on what terms, once lending standards
relax.

Had the rule been in effect last year, at least 98% of loans would
have been covered by the exemption, according to Mark Zandi, chief
economist at Moody's Analytics, the report said.

The decision by regulators represented a major concession to the
real-estate industry and consumer groups that had worried the 5%
requirement would hurt the housing recovery by limiting credit,
the report further related.


* S&P Raises Rating on 3 US Wireless Tower Operators After Review
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on three
U.S. wireless tower operators following a sector review.

S&P upgraded all three companies it rates in the sector: American
Tower Corp., Crown Castle International Inc., and SBA
Communications Inc.

   -- S&P has raised the corporate credit rating and senior
      unsecured debt rating on American Tower Corp. to 'BBB-' from
      'BB+', withdrew the '3' recovery rating, and removed the
      ratings from CreditWatch positive.

   -- S&P has raised the corporate credit rating on Crown Castle
      International Corp. to 'BB-' from 'B+' and raised all other
      ratings by one notch.  S&P removed the ratings from
      CreditWatch positive.

   -- S&P has raised the corporate credit rating on SBA
      Communications Corp. to 'BB-' from 'B+' and raised all other
      ratings by one notch.  S&P removed the ratings from
      CreditWatch positive.  The outlooks are stable.

"As part of our sector review of wireless tower operators, we have
revised our assessment of the business risk profiles on each of
these companies to 'excellent' from 'strong' based on key
fundamentals that have prevailed over the past several years,"
said Standard & Poor's credit analyst Catherine Cosentino.  They
include:

   -- Very healthy leasing gross profit and overall reported
      EBITDA margins of at least 70% and 60%, respectively;

   -- Low volatility and cyclicality of the business, leading to
      high predictability of cash flows;

   -- Long-term contracts and high renewal rates with large
      telecom carrier customers; and

   -- Very high barriers to entry, especially in the U.S. market
      but also in most of the company's growing non-U.S. markets.

Upgrade potential for the companies has previously been
constrained by their aggressive financial policies, with much of
their free operating cash flow used for stock repurchases, real
estate investment trust (REIT) distributions, or acquisitions
rather than for debt repayment, and their proclivity to use debt
funding for some of their larger acquisitions in recent years.
This has translated into aggressive to highly leveraged financial
risk profiles.  However, despite these policies and actions, all
three companies have had relatively stable pro forma leverage
levels over the past few years, given the strong profitability of
acquired properties and on-going growth in overall operating cash
flows, albeit at relatively modest levels in the mid- to high-
single-digit area.  S&P believes the improvement in the group's
business risk profiles, coupled with the stability of their
financial risk profiles, supports the upgrades.


* AlixPartners Bags TMA's "Turnaround of the Year" Award
--------------------------------------------------------
AlixPartners, the global business advisory firm, has once again
been honored by the Turnaround Management Association (TMA),
receiving the association's "Turnaround of the Year: Large
Company" award for its work on behalf of Nebraska Book Company,
Inc.  The AlixPartners team was led by Alan Holtz, managing
director in the firm's Turnaround & Restructuring Services group
and co-lead of that group's Transformation & Restructuring
Advisory Practice, and Robb McWilliams, a director in the firm's
Informational Management Services group.

AlixPartners worked in tandem with company management and
representatives from Kirkland & Ellis LLP and Rothschild Group on
a consensual resolution that reduced Nebraska Book Company's
indebtedness by $240 million and equitized over $100 million of
secured debt.  Along the way, according to the TMA's citation, the
turnaround saved jobs for approximately 2,700 workers, including
1,100 full-time and 700 part-time employees and 900 temporary
workers.

Said Holtz: "We've very proud of the fact that a company with such
a rich history as Nebraska Book Company, and one that ultimately
benefits millions of college students, was saved, along with
thousands of jobs in the process.  It took hard work and
collaboration on all fronts -- including company management and
other outside professionals -- to arrive at this outcome, but it
proves that good things can happen if the right approaches are
taken."

Said Lisa Donahue, managing director at AlixPartners and global
leader of the firm's Turnaround & Restructuring Services group:
"The book industry is indicative of the challenges companies in
many industries face today: an overall economy that may never be
what it once was, coupled with big challenges such as technology
upheaval.  At AlixPartners, we're proud to be recognized for
helping Nebraska Book Company move to overcome its challenges, and
we believe its success shows that, if proactive steps are taken,
other companies can do the same."

Case Study

Founded in 1915 with a single bookstore near the University of
Nebraska campus, Nebraska Book Company played a key role in the
earliest years of the used-textbook industry when it recognized
that the supply of new textbooks could not meet the demand created
by returning World War II soldiers attending college.  Prior to
its restructuring, the company sold textbooks through a retail and
wholesale distribution network, including 280 on- and off-campus
stores, located on or near college campuses, as well as through
its wholesale division to third-party distributors and on the
Internet.  As of December 31, 2010, the company reported $657.2
million in assets and $564 million in liabilities, with annual
revenues of approximately $605.5 million.

Nebraska Book Company commenced its Chapter 11 cases on June 27,
2011 to effectuate an expedited balance-sheet restructuring
through a prearranged plan of reorganization, precipitated by an
upheaval in the textbook industry similar to that in the book
industry in general.  Among other first-day relief, the company
obtained $200 million in secured post-petition financing and the
use of cash collateral. This relief, coupled with AlixPartners'
and other professionals' continued advice to the company's
management team, enabled the company to continue operating its
business in bankruptcy with minimal disruption and little effect
on its customers.

Within months, though, the company realized the need for a more
thorough operational restructuring due to the continuing decline
in the financial performance of its off-campus bookstores and the
evolving price war from online textbook-distribution channels.
The company and involved parties worked diligently over the next
nine months to retool its business plan, focusing on more
profitable on-campus book stores and closing approximately 48
unprofitable off-campus book stores.  The company's operational
restructuring enabled it to negotiate a consensual resolution with
its secured and unsecured debt-holders as well as the official
committee of unsecured creditors, including obtaining an $80
million investment from its largest secured creditor.

On June 29, 2012, Nebraska Book Company emerged from Chapter 11.

Also recognized by the TMA for their work on the Nebraska Book
Company engagement were: Chad Husnick and Marc Kieselstein of
Kirkland & Ellis; and Dustin L. Mondell and Todd R. Snyder of
Rothschild.

The award will be presented at the TMA's 25 Annual Conference,
held October 3-5 at the Marriott Wardman Park in Washington, D.C.

                        About AlixPartners

AlixPartners, LLP -- http://www.alixpartners.com-- is a global
business advisory firm offering comprehensive services in four
major areas: enterprise improvement, turnaround and restructuring,
financial-advisory services and information-management services.

           About the Turnaround Management Association

The Chicago-based Turnaround Management Association --
http://www.turnaround.org-- has more than 9,000 members in 48
regional chapters worldwide who comprise a professional community
of turnaround practitioners, attorneys, accountants, investors,
lenders, venture capitalists, appraisers, liquidators, executive
recruiters and consultants.



* 4th Cir. Appoints Keith L. Phillips as E.D. Va. Bankruptcy Judge
------------------------------------------------------------------
The Fourth Circuit Court of Appeals appointed Bankruptcy Judge
Keith L. Phillips to a fourteen-year term of office in the Eastern
District of Virginia, effective August 26, 2013 (vice, Tice).

          Honorable Keith L. Phillips
          United States Bankruptcy Court
          Spottswood W. Robinson III & Robert R. Merhige, Jr.,
          U.S. Courthouse
          701 East Broad Street, 5th Floor
          Richmond, VA 23219-1888
          Telephone: 804-916-2460
          Fax: 804-916-2469

          Judicial Assistant
          Debra Weekley
          Telephone: 804-916-2461

          Law Clerk
          Laurie Ross
          Telephone: 804-916-2463

          Term expiration: August 25, 2027


* BOOK REVIEW: A Legal History of Money in the United States,
               1774-1970
-------------------------------------------------------------
Author: James Willard Hurst
Publisher: Beard Books
Paperback: US$34.95
Review by Gail Owens Hoelscher
Order your personal copy today and one for a colleague at
http://is.gd/x8Gesf

This book chronicles the legal elements of the history of the
system of money in the United States from 1774 to 1970.  It
originated as a series of lectures given by James Hurst at the
University of Nebraska in 1973.  Mr. Hurst is quick to say that
he , as a historian of the law, took care in this book not to
make his own judgments on matters outside the law.  Rather, he
conducted an exhaustive literature review of economics, economic
history, and banking to recount the development of law over the
operations of money.  He attempted to "borrow the opinions of
qualified specialists outside the law in order to provide a
meaningful context in which to appraise what the law has done or
failed to do."

Mr. Hurst define money, for the purposes of this books, as "a
distinct institutional instrument employed primarily in
allocating scarce economic resources, mainly through government
and market processes," and not shorthand for economic, social,
or political power held through command of economic assets."

From the beginning, public and legal policy in the U.S. centered
on the definition of legitimate uses of both law affecting
money, and allocation of power over money among official
agencies, both federal and state.  The foundations of monetary
policy were laid between 1774 and 1788.  Initially, individual
state legislatures and the Continental Congress issued paper
currency in the form of bills of credit.  The Constitutional
Convention later determined that ultimate control of the money
supply should be at the federal level.  Other issues were not
clearly defined and were left to be determined by events.

The author describes how law was used to create and maintain a
system of money capable of servicing the flow of resource
allocations in an economy of broadly dispersed public and
private decision making.  Law defined standard money units and
made those units acceptable for use in conducting transactions.
Over time, adjustment of the money supply was recognized as a
legitimate concern of law.  Private banks were delegated
expansive monetary action powers throughout the 1900s and
private markets for gold and silver were allowed to affect the
money supply until 1933-34.  Although the Federal Reserve Act
was not aimed clearly at managing money for goals of major
economic adjustment, it set precedents by devaluing the dollar
and restricting the use of gold.

Mr. Hurst devotes a large part of his book to key issues of
monetary policy involving the distribution of power over money
between the nation and the states, between legal and market
processes, and among major agencies of the government.  Until
about 1860, all major branches of government shared in making
monetary policy, with states playing a large role.  Between 1908
and 1970, monetary policy became firmly centralized at the
national level, and separation or powers questions arose between
the Federal Reserve Board, the White House (The Council of
Economic Advisors), and the Treasury.

The book was an enormous undertaking and its research
exhaustive.  It includes 18 pages of sources cited and 90 pages
of footnotes.  Each era of American legal history is treated
comprehensively.  The book makes fascinating reading for those
interested in the cause and effect relationship between legal
processes and economic processes and t hose concerned with
public administration and the separation of powers.

James Willard Hurst (1910-1997) is widely regarded as the
grandfather of American legal history.  He graduated from
Harvard Law School in 1935 and taught at the University of
Wisconsin-Madison for 44 years.


                            *********

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.


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