TCR_Public/130920.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, September 20, 2013, Vol. 17, No. 261


                            Headlines

1031 ADVANCE: Silicon Valley Law Group Off Hook for Malpractice
1617 WESTCLIFF: Wells Fargo Objects to Approval of Disclosures
261 EAST: Can Access MB Financial Cash Collateral Until Dec. 31
261 EAST: Court Appoints Melanie Cyganowski as Mediator
22ND CENTURY: To Acquire NASCO Products for $1 Million

AERCO LIMITED: Fitch Affirms 'D' Rating on Two Note Classes
AFFIRMATIVE INSURANCE: To Sell Retail Agency Business for $120MM
AIR CANADA: Fitch Rates New $300MM Term Loan at 'BB'
AIR CANADA: New $400MM First Lien Notes Get Moody's 'B2' Rating
AIRTRONIC USA: Creditor Ballots Available; Plan Hearing Nears

ALLEN FEINGOLD: Disbarred Atty's Debt Not Dischargeable
ALLIED SYSTEMS: Jack Cooper Approved to Buy Auto Hauler
ALLY FINANCIAL: Files Copy of Dodd-Frank Act Stress Test Results
ALVARION LTD: Provides Update on Status of Receivership
AMERICAN AIRLINES: Grant Thornton Okayed to Provide Add'l Services

ANDERSON UNIVERSITY: Fitch Affirms 'BB+' Rating on Revenue Bonds
ARCAPITA BANK: Court Nod Not Necessary for EuroLog Assets Sale
ATLS ACQUISITION: Whistleblowers Want Stay Lifted In FCA Suit
AUXILIUM PHARMACEUTICALS: S&P Alters 'B-' Rating Outlook to Stable
BERNARD L. MADOFF: District Judge Rakoff Sitting as Appeals Judge

BERNARD L. MADOFF: Collecting $97.8 Million Settlement
BERNARD L. MADOFF: Other Executives Could Face Charges
BERRY PLASTICS: CEO Issues Remarks on Near-Term Outlook
BIONOL CLEARFIELD: Lenders Decry Bondholders' Distribution Hopes
BROOKLYN CENTER: Moody's Affirms Ba3 Rating on $31MM GO Debt

CAESARS ENTERTAINMENT: Fitch to Rate $1.35 Billion Notes at 'CCC'
CAPITOL BANCORP: Motion to Unseal Filed
CASA CASUARINA: Miami Beach's Versace Mansion Sold to Jordache
CENGAGE LEARNING: Committee Can Retain Arent Fox as Counsel
CENGAGE LEARNING: Court Sets Oct. 31 Bar Date for Proofs of Claim

CENGAGE LEARNING: Can Retain Donlin Recano as Admin. Agent
CLUB AT SHENANDOAH: Can Access GECC Cash Collateral Until Oct. 29
COMPETITIVE TECHNOLOGIES: To Issue 1.6-Mil. Shares to ASC Recap
CONFIE SEGUROS: Moody's Keeps B3 CFR Following Asset Purchase
CONFIE SEGUROS: S&P Affirms 'B-' Counterparty Credit Rating

CORNERSTONE HOMES: Plan Approval Hearing Adjourned Sine Die
CRYOPORT INC: Elects Edward Zecchini to Board of Directors
DESIGNLINE CORP: Can Borrow Up to $500,000 From Cyprus in Interim
DETROIT, MI: Fitch Says GOs Likely to Default on October 1
DETROIT, MI: Defends Ch. 9 Bid Against Retirees' Objections

DETROIT, MI: Says Kirkland Attorney Can't Testify in Syncora Row
DETROIT, MI: Fitch Says GOs Likely to Default on October 1
DEVONSHIRE PGA: Owners of Senior Care Facilities Seek Chapter 11
EARL GAUDIO: Committee Taps Rubin & Levin as Counsel
EARL GAUDIO: Obtains Final Authority to Use Cash Collateral

EASTMAN KODAK: Gets Extension to File Post-Confirmation Timetable
EASTMAN KODAK: Wins Court Approval to Settle Dispute With GOT
EASTMAN KODAK: Signs Deal With Calif. Tax Board to Settle Claims
EASTMAN KODAK: Signs Deal With Rochester to Assume 7 Contracts
EDISON MISSION: Bankruptcy Judge Sides With Co. in Chevron Row

EMPRESAS INTEREX: PRAPI Seeks to Block Use of Cash Collateral
ENDICOTT INTERCONNECT: Committee Opposes Credit Bidding
ENDICOTT INTERCONNECT: Creditors Challenge $16MM in Secured Debt
EXIDE TECHNOLOGIES: Incentive Plan Approved
EXIDE TECHNOLOGIES: Bonuses, BMW Agreement Get Court Approval

FAIRMONT GENERAL: Sec. 341 Creditors' Meeting Set for Oct. 31
FAIRMONT GENERAL: Wins Interim OK to Hire Gleason & Associate
FAIRMONT GENERAL: Gets Interim Approval to Hire Spilman Thomas
FAIRWEST ENERGY: Defaults Under Debtor-In-Possession Financing
FIBERTOWER CORP: Files Plan to Give Noteholders Ownership

FIRSTPLUS FINANCIAL: Purported Mafia Wife Cops Plea in Takeover
FOTOLIA HOLDINGS: Moody's Assigns B2 CFR & Sr. Term Loan Rating
FOTOLIA HOLDINGS: S&P Raises Prelim. CCR to 'B+'; Outlook Stable
GLOBE ENERGY: S&P Withdraws 'B' Corporate Credit Rating
GRAND CENTREVILLE: Seeks to Employ Walther as Special Counsel

GRAND CENTREVILLE: Hires Mendelson & Mendelson as Accountant
GRAND CENTREVILLE: Files Schedules of Assets and Liabilities
GREAT PLATTE: Wins Approval of Chapter 11 Plan
HD SUPPLY: Files Copy of Presentation Materials With SEC
HERON LAKE: Posts $2.6 Million Net Income in July 31 Quarter

HUNTSMAN CORP: Moody's Changes Outlook to Stable & Keeps Ba3 CFR
IBAHN CORP: Has Interim Authority to Obtain $1.5MM in DIP Loans
IBAHN CORP: Can Use Cash Collateral Until Oct. 7
IBAHN CORP: Seeks to Employ Pachulski as Bankruptcy Counsel
IBAHN CORP: Employs Epiq as Claims and Noticing Agent

IBAHN CORP: Wants Agreement with Former CEO Rejected
INSPIREMD INC: Incurs $29.3 Million Net Loss in Fiscal 2013
INTRAOP MEDICAL: Sale Approved With Creditors Getting 15% Recovery
J & J DEVELOPMENTS: Court Converts Case into Chapter 7 Proceeding
KIDSPEACE CORP: Lease Decision Period Extended Until Sept. 26

LIQUIDMETAL TECHNOLOGIES: Inks Change of Control Agreements
MAINEGENERAL MEDICAL: Moody's Lowers Ratings on 2011 Bonds to Ba1
MDU COMMUNICATIONS: CEO Sheldon Nelson Resigns From Posts
MF GLOBAL: Lawsuit Expanded Against Jon Corzine, Others
MOBILESMITH INC: Sells $260,000 Convertible Note

MSR RESORT: Moves to Keep Control of Bankruptcy
MTS GOLF: Bid to Continue Confirmation Hearing to Oct. 24 Okayed
MUD KING: Opposes National Oilwell's Lift Stay Bid
NET ELEMENT: Board Approves CEO's Compensation
NNN 3500: Has Until Oct. 1 to File Schedules and Statements

NNN 3500: U.S. Bank Wants Reinstatement of Stay Denied
NUVILEX INC: Incurs $4.6 Million Net Loss in July 31 Quarter
ORCKIT COMMUNICATIONS: Stock Moved to TASE Maintenance List
OUTERWALL INC: Moody's Ratings Unchanged Over Lower 3Q Guidance
PACIFIC GOLD: Stockholders Elect Two Directors

PACIFIC THOMAS: Disclosure Statement Hearing Continued to Oct. 10
PATRIOT COAL: Disclosure Statement Hearing Scheduled for Nov. 6
PENSACOLA BEACH: Explores Refinancing Options with Ladder Capital
PENSON WORLDWIDE: Seeks Dismissal of GHP1 Inc.'s Chapter 11 Case
PLUG POWER: Closes Offering of 21.4 Million Common Shares

POSITIVEID CORP: Ironridge to Resell 6 Million Common Shares
PRIMCOGENT SOLUTIONS: US Trustee Wants Case Converted to Chapter 7
PURADYN FILTER: To Provide Bypass Filtration Technology in China
RAMS ASSOCIATES: Gets 2nd Interim Order for Cash Collateral Use
RED OAK: Moody's Hikes Rating on $284MM Senior Bonds to 'B1'

RESIDENTIAL CAPITAL: Deal on 151 RMBS Servicing Claims Okayed
RGR WATKINS: Section 341(a) Meeting Set on October 21
RHINOCEROS VISUAL: Gravity Files Chapter 11 to Avoid Eviction
RURAL/METRO: Sec. 341 Creditors' Meeting Set for Oct. 1
RURAL/METRO: Panel Hires GLC & Ex-Goldman Director as Advisors

SCOTTSDALE VENETIAN: Has Until Nov. 18 to Solicit Plan Votes
SEARS HOLDINGS: Fitch Rates $1BB Senior Secured Term Loan at B'
SEARS HOLDINGS: S&P Assigns 'B' Rating to $3.275BB Facility
SEGA BIOFUELS: Section 341(a) Meeting Set on October 18
SHOTWELL LANDFILL: Plan Confirmation Hearing Continued to Dec. 17

SOUTHERN FILM: Can Hire Ivey McClellan as Counsel
SOUTHERN FILM: Can Hire Hendren & Malone as Counsel
SPIG INDUSTRY: Section 341(a) Meeting Scheduled for Oct. 11
SPRINGLEAF FINANCE: Plans to Offer $250 Million Notes
SPRINGLEAF FINANCE: S&P Rates $650MM Senior Unsecured Notes 'CCC+'

STELERA WIRELESS: Committee Taps Gablegotwals as Co-Counsel
STELERA WIRELESS: Committee Taps Gavin/Solmonese as Fin'l Advisor
STONE ROSE: Hearing on Trustee Appointment Continued to Oct. 2
STONE ROSE: U.S. Trustee Wants Case Conversion or Dismissal
STRIKE MINERALS: Obtains Temporary Management Cease Trade Order

SUNSHINE HOTELS: Wins Approval of Revised Plan
SUNTECH POWER: Zhou Weiping Is Interim CEO; CFO Search On
SYNCREON HOLDINGS: S&P Puts 'B+' CCR on CreditWatch Negative
TECHPRECISION CORP: Incurs $1.4 Million Net Loss in 1st Quarter
TECHPRECISION CORP: Incurs $1.4 Million Net Loss in June 30 Qtr.

TRANS-LUX CORP: Gabelli Funds Lowers Equity Stake to 38.9%
TRINITY COAL: Files Disclosures for 2nd Revised Plan
TRINITY COAL: Nears Consensual Plan With Committee & Essar
TRINITY COAL: Wants Exclusive Right to File Plan Until Nov. 14
TRINITY COAL: Wants Until Dec. 27 to Decide on Unexpired Leases

TRUSTWORTHY RADIO: Future Questioned After Host Quits
UNIFIED 2020: Court Approves Motion to Use Cash Collateral
UPH HOLDINGS: Hines REIT One Wilshire's Cure Claim Settled
VAIL LAKE: Has Final Authorization to Use Cash Collateral
VAIL LAKE: Oct. 3 Hearing on Request to Dismiss Chapter 11 Case

VIGGLE INC: Incurs $91.4 Million Net Loss in Fiscal 2013
VISUALANT INC: Amends 162.1 Million Shares Resale Prospectus
VISUALANT INC: Gets Approval to Restate Articles of Incorporation
VULPES LLC: Fox & Obel Food Market Files Chapter 11 in Chicago
WHEELER RENTAL: Counsel Wants Case Dismissed

* Banks Face Fines for Benchmark Safeguard Breaches in EU Plan
* DRW Investments Sues to Forestall CFTC Enforcement Action
* Ex-JPMorgan Employees Indicted over $6.2 Billion Loss
* 4 Massachusetts: Schools Facing Receivership

* SEC to Unveil Pay-Ratio Proposal Mandated by Dodd-Frank
* UBS Wins Ruling Upholding Dismissal of Securities Suit
* Fitch Says Appetite for Risk Growing in U.S. Auto Loan Market
* Fines on Lawyers Are Non-Dischargeable

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

                            *********


1031 ADVANCE: Silicon Valley Law Group Off Hook for Malpractice
---------------------------------------------------------------
Law360 reported that a California federal jury unanimously found
on Sept. 17 that Silicon Valley Law Group didn't commit
malpractice when it helped a real estate investment firm negotiate
its sale to Edward Okun, whose involvement in a $126 million Ponzi
scheme later bankrupted the firm and earned Okun 100 years in
jail.

According to the report, the verdict meant a loss for 1031 Advance
liquidation trustee Gerard McHale, who accused the Silicon Valley
Law Group of failing to advise Janet Dashiell and Steven Allred,
the investment firm's founders, that Okun had fishy borrowing
habits.

The case is McHale v. Silicon Valley Law Group, Case No. 3:10-cv-
04864 (N.D. Calif.) before Judge Joseph C. Spero.


1617 WESTCLIFF: Wells Fargo Objects to Approval of Disclosures
--------------------------------------------------------------
Secured creditor Wells Fargo Bank, N.A., as Trustee for the
Registered Holders of Credit Suisse First Boston Mortgage
Securities Corp., Commercial Mortgage Pass-Through
Certificates, Series 2004-C3, objects to the disclosure statement
for debtor 1617 Westcliff, LLC's First Amended Chapter 11 Plan of
Reorganization dated July 1, 2013.

According to Wells Fargo, the Disclosure Statement does not
adequately describe:

   * Why it is necessary to prohibit Secured Creditor from
pursuing non-debtor guarantors on the subject loan following Plan
confirmation;

   * Why it is necessary to replace the current property manager
post-confirmation; or

   * Why the Debtor should be able to pay its professionals and
settle claims post-confirmation with absolutely no oversight by
the Court or input from creditors and interested parties.

According to papers filed with the Court on Sept. 3, 2013, given
that secured creditor is the sole significant creditor in the
case, it is critical that the Debtor clarify these issues so that
secured creditor can make an informed decision about the Plan.

Attorneys for Wells Fargo Bank, N.A., can be reached at:

         Aron M. Oliner, Esq.
         Geoffrey A. Heaton, Esq.
         DUANE MORRIS LLP
         One Market Plaza
         Spear Street Tower, Suite 2200
         San Francisco, CA 94105-1127
         Tel: (415) 957-3000
         Fax: (415) 957-3001
         E-mail: roliner@duanemorris.com

                             The Plan

As reported in the Troubled Company Reporter on July 10, 2013, the
Debtor, through the liquidating plan, seeks to accomplish payment
of creditors in full by reorganizing its personal assets and
liabilities through the sale of its only substantial asset, a
commercial real property commonly known as 1617 Westcliff Drive,
in Newport Beach, California.  The property, according to court
documents, is a mixed use, Class B building mostly occupied by
medical office space.  It comprises 32,000 square feet of rentable
space in a single two-story building situated on approximately
1.56 acres of land in an up-scale commercial district of Newport
Beach.

The Debtor filed the plan of liquidation and disclosure statement
on July 1, 2013.

The Debtor is negotiating a settlement agreement with a former
tenant, which may result in payments to the Estate on account of
past-due rent: however, as long as Debtor owns the Property, those
payments will be the cash collateral of Wells Fargo Bank, N.A., as
Trustee for the Registered Holders of Credit Suisse First Boston
Mortgage Securities Corp., Commercial Mortgage Pass-Through
Certificates, Series 2004- C3, acting by and through its special
servicer, which holds a first-in-priority deed of trust secured by
the Property, and are unlikely to become available for
distribution to creditors.

The Plan proposes two means of paying all creditors in full:

   (1) The Debtor will sell the Property, and the sale will close
on or before the effective date of the Plan, allowing Debtor to
pay all allowed claims in full on the Effective Date.  If able to
close the sale on or before the Effective Date, the Debtor intends
to cure on the Effective Date all defaults with respect to the
Bank's note, thereby eliminating default interest on that claim.
The Debtor will pay any pre-payment fee on the Bank's claim which
is triggered by the sale.  Under the Plan scenario, no claims will
be impaired.

   (2) The Debtor will sell the Property, and the sale will close
after, but within 18 months of, the Effective Date, allowing the
Debtor to pay all allowed claims in full within 18 months of the
Effective Date.  If the Debtor is unable to close the sale on or
before the Effective Date, then on the Effective Date the Receiver
will remain in possession of the Property: however, the Receiver
will be required to replace the current Property Manager with a
new professional property management entity.  As the Debtor will
be unable to pay all allowed claims on the Effective Date in this
case, all claims will technically be impaired.  However, all
claims will still receive payment in full, including interest.
Furthermore, because the Debtor will be unable to cure on the
Effective Date all defaults with respect to the Bank's note, the
Bank will be entitled to interest at the default rate on that
claim.  The Bank will only be entitled to any pre-payment fee on
the Bank's claim if the sale closes on or before Sept. 1, 2014,
which is the maturity date of the loan.

D. Edward Hays, Esq. -- ehays@marshackhays.com -- and Sarah C.
Boone, Esq. -- sboone@marshackhays.com -- at MARSHACK HAYS LLP, in
Irvine, California, filed the Plan and Disclosure Statement on
behalf of the Debtor.

A full-text copy of the Disclosure Statement dated July 1, 2013,
is available at http://bankrupt.com/misc/1617WESTCLIFFds0701.pdf

                       About 1617 Westcliff

1617 Westcliff, LLC, filed a bare-bones Chapter 11 petition
(Bankr. C.D. Calif. Case No. 12-19326) on Aug. 2, 2012, in Santa
Ana, California.  The Debtor estimated assets of $10 million to
$50 million and liabilities of $1 million to $10 million.
Bankruptcy Judge Mark S. Wallace oversees the case.  Sarah C.
Boone, Esq., and D. Edward Hays, Esq., at Marshack Hays LLP, serve
as the Debtor's counsel.


261 EAST: Can Access MB Financial Cash Collateral Until Dec. 31
---------------------------------------------------------------
The Hon. Robert E. Gerber of the U.S. Bankruptcy Court for the
Southern District of New York approved a fifth stipulation
authorizing 261 East 78 Realty Corporation to continue using MB
Financial Bank, N.A.'s cash collateral until Dec. 31, 2013, unless
earlier terminated through the occurrence of an event of default
that is not cured within any time period permitted in this Order.

The Debtor will be entitled to use cash collateral solely in
accordance with a budget.

As partial adequate protection, MB Financial is granted
replacement liens.  In the event the Court determines that the
replacement liens are insufficient, such diminution in value will
be afforded status as a super-priority administrative expense
under Section 507(b) of the Bankruptcy Code.

                          About 261 East

261 East 78 Realty Corp. owns real property located at 261 East
78th Street, in New York.  The premises consist of seven
commercial units, three of which are currently occupied.  261 East
78 Realty filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case
No. 11-15624) on Dec. 6, 2011.  The case was assigned to Judge
Robert E. Gerber.  The Chapter 11 filing was precipitated by the
commencement of foreclosure proceedings on the premises.  The
Debtor scheduled $20.2 million in assets and $18.8 million in
liabilities.  The petition was signed by Lee Moncho, president.

Jonathan S. Pasternak, Esq., at DelBello Donnellan Weingarten Wise
& Wiederkehr, LLP, in White Plains, N.Y., represents the Debtor as
counsel.

Matthew W. Olsen, Esq., at Katten Muchin Rosenman LLP, in New
York, N.Y., represents MB Financial Bank, N.A., as counsel.


261 EAST: Court Appoints Melanie Cyganowski as Mediator
-------------------------------------------------------
Acting on 261 East 78 Realty Corporation's letter dated July 9,
2013, requesting mediation of all matters involving Secured
Creditor MB Financial Bank, N.A., and the Debtor and MB having
agreed upon Melanie C. Cyganowski, Esq., as the mediator, on
Sept. 3, 3013, the U.S. Bankruptcy Court for the Southern District
of New York directed the Debtor and MB to participate in the
Court's Mediation Program pursuant to and in compliance with
General Order M-390.

Melanie Cyganowski is appointed to serve as the mediator for the
Mediation Parties.

The mediator will mediate the disputes existing between the
Mediation Parties in the Chapter 11 case and the adversary
proceeding styled 261 East 78 Realty Corp. v. MB Financial Bank,
N.A., Adv. Pro. No. 13-01000-reg.

The mediator will be compensated for the actual recorded time and
disbursements incurred by the Mediator and any attorney or
paraprofessional of the Otterbourg, Steindler, Houston & Rosen,
P.C. firm who assists her.  The mediation fees will be paid
equally by MB and the Debtor, on a several but not joint basis,
provided, however, that (x) the Debtor is authorized to pay
mediation fees up to an aggregate amount of $17,500 without the
need for further approval or notice and (y) the Debtor's payment
of any mediation fees in excess of an aggregate amount of $17,500,
will be subject to prior Court review and approval pursuant to
Paragraph 4.0 of General Order M-390, which approval (if required)
the Debtor's counsel will promptly seek upon completion of the
mediation.

The parties are to attend mediation at a mutually convenient date,
but in no event later than Aug. 31, 2013, unless otherwise agreed
by the mediator and the mediation parties.

                          About 261 East

261 East 78 Realty Corp. owns real property located at 261 East
78th Street, in New York.  The premises consist of seven
commercial units, three of which are currently occupied.  261 East
78 Realty filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case
No. 11-15624) on Dec. 6, 2011.  The case was assigned to Judge
Robert E. Gerber.  The Chapter 11 filing was precipitated by the
commencement of foreclosure proceedings on the premises.  The
Debtor scheduled $20.2 million in assets and $18.8 million in
liabilities.  The petition was signed by Lee Moncho, president.

Jonathan S. Pasternak, Esq., at DelBello Donnellan Weingarten Wise
& Wiederkehr, LLP, in White Plains, N.Y., represents the Debtor as
counsel.

Matthew W. Olsen, Esq., at Katten Muchin Rosenman LLP, in New
York, N.Y., represents MB Financial Bank, N.A., as counsel.


22ND CENTURY: To Acquire NASCO Products for $1 Million
------------------------------------------------------
22nd Century Group, Inc., and NASCO Products, LLC, entered into a
definitive and binding agreement for 22nd Century Group to
purchase NASCO Products.  NASCO Products, a federally licensed
tobacco product manufacturer, is also a participating member of
the Tobacco Master Settlement Agreement known as the MSA, an
agreement among 46 U.S. states and the tobacco industry
administered by the National Association of Attorneys General
(NAAG).

The purchase price for the NASCO acquisition is $1 million payable
in a combination of cash and equity.  The purchase agreement also
contemplates that 22nd Century will enter into a management
agreement and a sales agreement at closing with an affiliate of
NASCO Products.  In addition, 22nd Century will purchase cigarette
manufacturing machinery for approximately $2 million.

Upon closing, which will take place immediately following NAAG's
consent of the acquisition, NASCO Products, LLC, will become a
wholly-owned manufacturing subsidiary of 22nd Century Group.
Current president of NASCO Products, Ralph Angiuoli, will be part
of the management team of the new 22nd Century Group subsidiary.
Mr. Angiuoli, former president and CEO of RJ Reynolds Tobacco
Company, is a 30-year veteran of the industry.

Barry Saintsing and Ralph Angiuoli Jr., owners of an affiliate of
NASCO Products, will also join the 22nd Century management team.
Mr. Saintsing was formerly with RJ Reynolds Tobacco Company for 34
years and retired as Master Product Developer.  Mr. Angiuoli, Jr.,
was also formerly with RJ Reynolds as a sales and marketing
representative.  Joseph Pandolfino, CEO of 22nd Century Group,
explained, "Having the NASCO Products team aboard will be of
tremendous benefit to 22nd Century Group by facilitating the
production and distribution of our products in the United States."

Goodrich Tobacco Company, the distribution arm of 22nd Century
Group, has thus far utilized contract manufacturers that are not
members of the MSA to produce the company's cigarette brands.
Henry Sicignano, President of Goodrich Tobacco, explained, "We
intentionally have delayed expansion of the marketing and
distribution of our brands in the United States since the more
product we sold, the more difficult and expensive it would be to
become a participating manufacturer of the MSA.  22nd Century
Group owning NASCO Products resolves this issue."  Upon NAAG's
consent of the acquisition, 22nd Century will move forward with
widespread distribution and sales of the company's brands
throughout the United States.

Mr. Sicignano added, "We look forward to obtaining consent of NAAG
for the NASCO Products acquisition so that our super-premium
brands, RED SUN and MAGIC can be sold under the MSA."

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

                        http://is.gd/AKH3YW

                         About 22nd Century

Clarence, New York-based 22nd Century Group, Inc., through its
wholly-owned subsidiary, 22nd Century Ltd, is a plant
biotechnology company using technology that allows for the level
of nicotine and other nicotinic alkaloids (e.g., nornicotine,
anatabine and anabasine) in tobacco plants to be decreased or
increased through genetic engineering and plant breeding.

22nd Century incurred a net loss of $6.73 million in 2012, as
compared with a net loss of $1.34 million in 2011.  As of June 30,
2013, the Company had $3.16 million in total assets, $10.37
million in total liabilities and a $7.21 million total
shareholders' deficit.

Freed Maxick CPAs, P.C., in Buffalo, New York, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that 22nd Century has suffered recurring losses from operations
and as of Dec. 31, 2012, has negative working capital of
$3.3 million and a shareholders' deficit of $6.1 million.
Additional capital will be required during 2013 in order to
satisfy existing current obligations and finance working capital
needs as well as additional losses from operations that are
expected in 2013.


AERCO LIMITED: Fitch Affirms 'D' Rating on Two Note Classes
-----------------------------------------------------------
Fitch Ratings has taken the following rating actions on AerCo
Limited:

-- Class A-3 notes downgraded to 'Csf'/RE 50% from 'CCsf' and
   withdrawn;
-- Class B-1 and B-2 affirmed at 'Csf'/RE 0% and withdrawn;
-- Class C-1 and C-2 affirmed at 'Dsf'/ RE 0%; and withdrawn;
-- Class D-2 affirmed at 'Dsf'/RE 0% and withdrawn;

Key Rating Drivers

The downgrade of the class A-3 notes to 'Csf' reflects Fitch's
view that default is considered inevitable. The outstanding class
A-3 note balance significantly exceeds the value of trust
collateral. Furthermore, the few remaining aircraft consist
predominately of older illiquid aircraft which Fitch believes will
be unable to generate sufficient cash flow to repay the notes in
full. The recovery estimate of 50% reflects Fitch's expectation of
principal payments relative to the current class A-3 note balance.

The affirmation of class B-1 and B-2 notes at 'Csf' as well as
class C-1, C-2, and D-2 notes at 'Dsf' reflect Fitch's expectation
of inevitable default. The recovery estimate is 0% on each of
these classes as no principal is expected to be paid as interest
shortfalls continue to grow for the subordinate notes and any
collections will only be applied to class A-3 interest and
principal.

Fitch has withdrawn its ratings on the transaction as its coverage
is no longer considered relevant given Fitch's expectation that
default of the notes is considered inevitable.


AFFIRMATIVE INSURANCE: To Sell Retail Agency Business for $120MM
----------------------------------------------------------------
Affirmative Insurance Holdings, Inc., has entered into a
definitive agreement to sell its retail agency distribution
business to Confie Seguros, a leading California-based national
insurance distribution company, for $100 million in cash with the
potential to receive an additional $20 million of cash proceeds.
Affirmative's retail agency business consists of 195 retail
locations in Louisiana, Alabama, Texas, Illinois, Indiana,
Missouri, Kansas, South Carolina and Wisconsin and two premium
finance companies.  The retail agency business employs
approximately 500 employees.

The initial $100 million of cash proceeds will include $20 million
to be placed in an escrow account that will, dependent upon the
risk-based capital status of Affirmative Insurance Company (AIC),
be utilized to either infuse capital into AIC or pay down debt.
The risk-based capital measurement will be made quarterly as of
Sept. 30, 2013, through June 30, 2014.  The Company expects to pay
down about $72 million of its current $119 million senior debt
obligation with the net proceeds available after the $20 million
is placed into escrow and transaction expenses.

In addition, the Company may receive up to an additional $20
million of proceeds that could be used to pay down debt or infuse
capital into AIC.  The additional proceeds are contingent on AIC
meeting certain risk-based capital thresholds.  The measurement
begins as of June 30, 2014, and can be achieved quarterly through
Dec. 31, 2015.  In the best case scenario, the Company would
receive an additional $10 million of proceeds based on the risk-
based capital measurement as of June 30, 2014, and an additional
$10 million of proceeds based on the measurement as of Sept. 30,
2014.

The Company has also entered into a commitment letter for a $31
million senior secured term loan facility with a maturity date of
Nov. 30, 2014, and a $16 million subordinated secured term loan
facility with a maturity date of June 30, 2015.  Fortress Credit
Corp. will participate in both facilities, and JCF AFFM Debt
Holdings L.P., an affiliate of J.C. Flowers & Co. LLC and New
Affirmative LLC, the Company's 51 percent majority shareholder,
will participate in the subordinated secured term loan facility.
The new financing is intended to completely replace the Company's
existing senior secured loan facility and is expected to close
when the retail sale closes.

Mike McClure, acting chief executive officer, stated, "Although
the retail business has been a valuable part of Affirmative, this
transaction will allow us to address our senior debt maturity
issue as our senior debt was set to mature in January 2014.  The
transaction will also allow us to focus on our insurance
production business, which has significantly improved from both a
revenue and profitability perspective.  Lastly, we will also be
entering into a distribution agreement with Confie Seguros and are
hopeful that this is the beginning of a long-term partnership with
a great distribution company in the non-standard automobile
insurance marketplace."

Affirmative will continue to own and operate the retail business
until the closing date of the sale.  The sale of the retail
business and new financing are expected to be completed within 30
days.

A copy of the Asset Purchase Agreement is available for free at:

                         http://is.gd/1cCuyi

Contact: Earl R. Fonville
  Executive Vice President and Chief Financial Officer
         (972) 728-6458
         earl.fonville@affirmativeinsurance.com

                      About Affirmative Insurance

Addison, Tex.-based Affirmative Insurance Holdings, Inc., is a
distributor and producer of non-standard personal automobile
insurance policies for individual consumers in targeted geographic
markets.  Non-standard personal automobile insurance policies
provide coverage to drivers who find it difficult to obtain
insurance from standard automobile insurance companies due to
their lack of prior insurance, age, driving record, limited
financial resources or other factors.  Non-standard personal
automobile insurance policies generally require higher premiums
than standard automobile insurance policies for comparable
coverage.

For the six months ended June 30, 2013, the Company reported a net
loss of $4.76 million on $136.59 million of total revenues, as
compared with a net loss of $14.17 million on $103.21 million of
total revenues for the same period during the prior year.


AIR CANADA: Fitch Rates New $300MM Term Loan at 'BB'
----------------------------------------------------
Fitch Ratings expects to rate Air Canada's (AC) proposed $300
million 1st lien senior secured term loan B, $100 million 1st lien
senior secured revolving credit facility, $400 million 1st lien
senior secured notes, and C$300 million 1st lien senior secured
notes 'BB/RR1'.

This action represents an update to the press release published on
Sept. 9, 2013. Whereas Air Canada initially proposed to raise $700
million through the issuance of a 1st lien term loan B, AC now
expects to issue the same amount of debt through the combination
of a $300 million 1st lien term loan B and $400 million in 1st
lien secured notes. The expected ratings for AC's proposed $300
million 2d lien senior secured notes remain 'BB-/RR2'

The new debt will be secured by a priority lien on accounts
receivable, certain real estate, spare engines, ground equipment,
AC's Pacific route authorities, and slots at LaGuardia, Heathrow,
and Washington-Reagan. This represents the same collateral pool
that secures AC's existing secured notes, supplemented by 10
additional spare engines.

For more information please refer to the press release titled
'Fitch Rates Air Canada's Prop'd Sr Secured Credit Facils & Notes
'BB/RR1'; 2d Lien Notes 'BB-/RR2', available at
www.fitchratings.com.

Fitch expects to assign the following ratings:

Air Canada

-- Senior secured term loan B due 2019 'BB'/'RR1';
-- Senior secured revolving credit facility 'BB'/'RR1';
-- First lien senior secured notes due 2019 'BB'/'RR1';
-- CDN$ first lien senior secured notes due 2019 'BB/RR1';
-- Second lien senior secured notes due 2020 'BB-/RR2'.

Fitch currently rates Air Canada as follows:

-- Long-term Issuer Default Rating 'B';
-- Senior secured 1st -lien debt 'BB/RR1';
-- Senior secured 2d-lien debt 'BB-/RR2'.


AIR CANADA: New $400MM First Lien Notes Get Moody's 'B2' Rating
---------------------------------------------------------------
Moody's Investors Service assigned a B2 senior secured rating to
Air Canada's $400 million 1st lien notes issue. Air Canada's Caa1
corporate family, Caa1-PD probability of default, existing B2 1st
lien senior secured, Caa2 2nd lien senior secured and SGL-3
speculative grade liquidity ratings remain unchanged. The ratings
outlook remains positive.

Ratings Rationale:

The new notes issue reflects a change in Air Canada's previously
announced refinancing plans, which consisted of the proposed
issuance of a $700 million 1st lien senior secured term loan B,
C$300 million 1st lien senior secured notes, $100 million 1st lien
senior secured revolver and $300 million 2nd lien senior secured
notes issue.

Air Canada now intends to reduce the amount of its proposed 1st
lien senior secured term loan B to $300 million and issue $400
million of 1st lien senior secured notes. The other proposed
instruments remain unchanged. Given there is no change in the
total proposed debt or amounts in each debt class there is no
rating impact to the existing ratings.

Issuer: Air Canada

Assignments:

$400M 1st Lien Senior Secured Notes, Assigned B2, LGD2, 24%

The principal methodology used in this rating was the Global
Passenger Airlines Methodology published in May 2012. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.

Headquartered in Saint-Laurent, Quebec, Air Canada is the largest
provider of scheduled passenger services in Canada. Revenues for
2012 were approximately $12 billion.


AIRTRONIC USA: Creditor Ballots Available; Plan Hearing Nears
-------------------------------------------------------------
Global Digital Solutions, Inc. on Sept. 19 informed shareholders
and other interested parties that they can acquire publicly
available information about creditor ballots regarding Airtronic
USA's chapter 11 bankruptcy reorganization plan via the Public
Access To Court Electronic Records -- www.Pacer.gov -- website.

As previously announced, Airtronic, GDSI's planned merger partner,
filed the Plan on August 21, 2013, with the United States
Bankruptcy Court for the Northern District of Illinois, Eastern
Division.  The court set October 2, 2013, as the date for the
confirmation hearing for Airtronic's Plan.  If confirmed by the
court, as expected, GDSI will be able to move forward to complete
its acquisition of Airtronic and Airtronic will emerge from
chapter 11 with adequate working capital to compete effectively as
an innovative leader in small arms manufacturing.

"The October 2nd confirmation hearing will be a major milestone in
the evolution of GDSI and Airtronic," said GDSI's President and
CEO Richard J. Sullivan.  "We wanted to make sure all shareholders
and other interested parties are aware that information regarding
creditor ballots is available via www.Pacer.gov and we encourage
all those interested to become informed by accessing this publicly
available information."

On or about August 13, 2012, GDSI and Airtronic announced that
they had signed a letter of intent to enter into good faith
discussions involving a potential strategic combination in which
Airtronic would be acquired by GDSI.  Having completed those good
faith discussions, the companies signed a merger agreement on or
about October 22, 2012.  The companies have been working together
on the Plan that was filed on August 21, 2013.

                           About PACER

Public Access to Court Electronic Records (PACER) is an electronic
public access service that allows users to obtain case and docket
information from federal appellate, district and bankruptcy
courts, and the PACER Case Locator via the Internet.  PACER is
provided by the federal Judiciary in keeping with its commitment
to providing public access to court information via a centralized
service.

              About Global Digital Solutions, Inc.

Global Digital Solutions -- http://www.gdsi.co-- is positioning
itself as a leader in providing small arms manufacturing,
complementary security and technology solutions and knowledge-
based, cyber-related, culturally attuned social consulting in
unsettled areas.

                    About Airtronic USA, Inc.

Airtronic -- http://www.Airtronic.net-- is an electro-mechanical
engineering design and manufacturing company.  It provides small
arms and small arms spare parts to the U.S. Department of Defense,
foreign militaries, and the law enforcement market.  The company
also manufactures medical, avionics, and telecommunications
original equipment.  The company's products include grenade
launchers, rocket propelled grenade launchers, grenade launcher
guns, flex machine guns, grenade machine guns, rifles, and
magazines.  Founded in 1990, the company is based in Elk Grove
Village, Illinois.

On May 16, 2012, the voluntary petition of Airtronic, Inc. for
liquidation under Chapter 7 was converted to chapter 11
reorganization.  The company had filed for chapter 7 bankruptcy on
March 13, 2012.


ALLEN FEINGOLD: Disbarred Atty's Debt Not Dischargeable
-------------------------------------------------------
Law360 reported that the Eleventh Circuit on Sept. 17 ruled that a
disbarred Pennsylvania attorney who once choked a judge couldn't
discharge the cost of the proceedings against him in his Chapter 7
bankruptcy because the $45,000 debt is considered a fine under
state law.

According to the report, the appellate court upheld a Florida
federal judge's ruling that the debt was non-dischargeable, saying
nearly every other court that has considered similar issues has
decided that cost assessments in attorney disciplinary proceedings
are viewed as penalties.

Allen Feingold, who represented himself before the appeals court,
asked the Eleventh Circuit on Sept. 11 to determine that the money
requested by the Disciplinary Board of the Supreme Court of
Pennsylvania to cover the cost of the proceedings against him is
debt that is dischargeable in his Chapter 7 bankruptcy.

Mr. Feingold said that the $45,000 requested by the disciplinary
board should not be considered sanctions, which are not
dischargeable under the bankruptcy code.

The case is The Disciplinary Board of the v. Allen Feingold, 12-
13817 (11th Cir.).


ALLIED SYSTEMS: Jack Cooper Approved to Buy Auto Hauler
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Jack Cooper Holding Corp., the largest truck-based
auto hauler in the U.S., will become even larger now that the
Delaware bankruptcy court has approved its purchase of auto hauler
Allied Systems Holdings Inc. for $135 million.

According to the report, the Kansas City, Missouri-based buyer
will pay $125 million in cash and a $10 million senior secured
note with interest at 9.25 percent.  The buyer has the right to
pay off the note at any time with accrued interest.  Jack Cooper
wasn't the winning bidder at the first auction in August.  Thanks
to objections it filed along with others, Jack Cooper is
purchasing substantially all of the assets except for some real
property the lenders are taking over.

The report notes that at the first auction, Allied declared the
lenders to be the winning bidder with an offer of $105 million,
consisting of $40.5 million cash and a credit bid of $64.5 million
to be paid with secured debt rather than cash.  After multiple
objections were filed by creditors and others, the bankruptcy
judge reopened the auction this month, and Jack Cooper won.

The report relates that the sale-approval order contains
provisions addressing the portion of the sale price claimed by
majority shareholder Yucaipa Cos., which also holds a majority of
the first- and second-lien debt.  From the portion of the sale
price attributable to the first-lien debt, Yucaipa's portion, 55.2
percent, will be held in an escrow account until objections to
Yucaipa's claims are resolved.  Some of the sale price will also
be held aside to wind up the Chapter 11 case.

                       About Allied Systems

BDCM Opportunity Fund II, LP, Spectrum Investment Partners LP, and
Black Diamond CLO 2005-1 Adviser L.L.C., filed involuntary
petitions for Allied Systems Holdings Inc. and Allied Systems Ltd.
(Bankr. D. Del. Case Nos. 12-11564 and 12-11565) on May 17, 2012.
The signatories of the involuntary petitions assert claims of at
least $52.8 million for loan defaults by the two companies.

Allied Systems, through its subsidiaries, provides logistics,
distribution, and transportation services for the automotive
industry in North America.

Allied Holdings Inc. first filed for chapter 11 protection (Bankr.
N.D. Ga. Case Nos. 05-12515 through 05-12537) on July 31, 2005.
Jeffrey W. Kelley, Esq., at Troutman Sanders, LLP, represented the
Debtors in the 2005 case.  Allied won confirmation of a
reorganization plan and emerged from bankruptcy in May 2007
with $265 million in first-lien debt and $50 million in second-
lien debt.

The petitioning creditors said Allied defaulted on payments of
$57.4 million on the first lien debt and $9.6 million on the
second.  They hold $47.9 million, or about 20% of the first-lien
debt, and about $5 million, or 17%, of the second-lien obligation.
They are represented by Adam G. Landis, Esq., and Kerri K.
Mumford, Esq., at Landis Rath & Cobb LLP; and Adam C. Harris,
Esq., and Robert J. Ward, Esq., at Schulte Roth & Zabel LLP.

Allied Systems Holdings Inc. formally put itself and 18
subsidiaries into bankruptcy reorganization June 10, 2012,
following the filing of the involuntary Chapter 11 petition.

The Company is being advised by the law firms of Troutman Sanders,
Gowling Lafleur Henderson, and Richards Layton & Finger.

The bankruptcy court process does not include captive insurance
company Haul Insurance Limited or any of the Company's Mexican or
Bermudan subsidiaries.  The Company also announced that it intends
to seek foreign recognition of its Chapter 11 cases in Canada.

An official committee of unsecured creditors has been appointed in
the case.  The Committee consists of Pension Benefit Guaranty
Corporation, Central States Pension Fund, Teamsters National
Automobile Transporters Industry Negotiating Committee, and
General Motors LLC.  The Committee is represented by Sidley Austin
LLP.

Yucaipa Cos. has 55 percent of the senior debt and took the
position it had the right to control actions the indenture trustee
would take on behalf of debt holders.  The state court ruled in
March 2013 that the loan documents didn't allow Yucaipa to vote.

In March 2013, the bankruptcy court also gave the official
creditors' committee authority to sue Yucaipa.  The suit includes
claims that the debt held by Yucaipa should be treated as equity
or subordinated so everyone else is paid before the Los Angeles-
based owner. The judge allowed Black Diamond to participate in the
lawsuit against Yucaipa and Allied directors.


ALLY FINANCIAL: Files Copy of Dodd-Frank Act Stress Test Results
----------------------------------------------------------------
Ally Financial Inc. furnished with the U.S. Securities and
Exchange Commission a copy of "Dodd-Frank Act Stress Test - Mid-
Cycle Estimates in the Severely Adverse Scenario".

As required under the rules published by the Federal Reserve to
address the Dodd-Frank Act Stress Test requirements, Ally
Financial Inc. provided a summary of mid-cycle stress test results
under the Severely Adverse scenario.  The stress test results were
submitted to the Federal Reserve on July 5, 2013, and cover a
9-quarter forecast horizon beginning in the second quarter of
2013, and continuing through the second quarter of 2015.  The
DFAST Severe scenario and the related forecasts of macroeconomic
variables were developed internally by Ally and devised to capture
all of the Company's primary risks.  The Severe scenario considers
a recession that has a level of severity comparable to the most
severe post-war U.S. recessions and also includes a shock to oil
prices that directly impacts the automotive industry and Ally's
core automotive finance operations.

A copy of the Results Summary is available at http://is.gd/eQQMc0

                        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.  As of June 30, 2013, the Company
had $150.62 billion in total assets, $131.46 billion in total
liabilities and $19.16 billion in total equity.


ALVARION LTD: Provides Update on Status of Receivership
-------------------------------------------------------
Alvarion Ltd., in Receivership, disclosed that Valley Telecom Ltd.
has made the first payment of NIS 12.5 million in accordance with
the court-approved sale of the Company's assets to Valley Telecom.

Following this payment, Valley Telecom has assumed the management
and financing of the Company's operations and the court-mandated
operating plan had ended.

As previously disclosed, on Sept. 4, 2013, the District Court of
Tel Aviv -- Yaffo approved the sale of Alvarion's (in
receivership) assets to Valley Telecom for no less than NIS 38
million. Subsequent payments shall be made no later than the end
of 2014.

In addition, a creditors plan and settlement will be submitted to
the Court by October 2, 2013. Creditors' meetings will be held no
earlier than 14 days thereafter.

Valley Telecom has acted on behalf of Alvallytech Ltd. in this
transaction.

                      About Alvarion Ltd.

Tel Aviv, Israel-based Alvarion Ltd. (Nasdaq: ALVR) --
http://www.alvarion.com/-- provides optimized wireless broadband
solutions addressing the connectivity, coverage and capacity
challenges of telecom operators, smart cities, security, and
enterprise customers.

The Company was sent to receivership and Mr. Yoav Kfir, CPA, was
named Receiver. The District Court of Tel Aviv -- Yaffo approved
on July 21, 2013, of an operating plan to allow the normal
business operation of the company.

The Company reported a net loss of $55.9 million on $49.9 million
of revenue in 2012, compared with a net loss of $33.8 million on
$69.5 million of revenue in 2011.

The Company's balance sheet at Dec. 31, 2012, showed $96.1 million
in total assets, $60.6 million in total liabilities, and
stockholders' equity of $35.5 million.


AMERICAN AIRLINES: Grant Thornton Okayed to Provide Add'l Services
------------------------------------------------------------------
The U.S. Bankruptcy Court in Manhattan authorized Grant Thornton
LLP to provide additional services to AMR Corp. and its
affiliated debtors.

The new services involve a preparation of Grant Thornton's
estimate of the value of marketing activities related to the
AAdvantage(R) program.

The firm's valuation analysis includes marketing activities like
physical placement at American Airlines locations in airports;
placement on the carrier's website; access to the AAdvantage(R)
member's database; and use of the American Airlines brand name.

                      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.

American Airlines, American Eagle and the AmericanConnection
carrier serve 260 airports in more than 50 countries and
territories with, on average, more than 3,300 daily flights.  The
combined network fleet numbers more than 900 aircraft.

The Company reported a net loss of $884 million on $18.02 billion
of total operating revenues for the nine months ended Sept. 30,
2011.  AMR recorded a net loss of $471 million in the year 2010, a
net loss of $1.5 billion in 2009, and a net loss of $2.1 billion
in 2008.

AMR's balance sheet at Sept. 30, 2011, showed $24.72 billion
in total assets, $29.55 billion in total liabilities, and a
$4.83 billion stockholders' deficit.

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.

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).


ANDERSON UNIVERSITY: Fitch Affirms 'BB+' Rating on Revenue Bonds
----------------------------------------------------------------
Fitch Ratings has affirmed the 'BB+' rating on approximately $42.4
million of the City of Anderson, Indiana economic development
revenue refunding and improvement bonds issued on behalf of
Anderson University (AU).

The Rating Outlook is Stable.

Security

The bonds are an unsecured general obligation of the university.
As additional security, there is a cash-funded $3.7 million debt
service reserve fund.

Key Rating Drivers

Rating Affirmation: The 'BB+' continues to reflect a track-record
of uneven, though generally break-even to positive GAAP-based
operating performance, which regularly contributes to annual debt
service coverage of around 1 times (x); relatively limited
financial and operational flexibility; and a high pro forma
maximum annual debt service (MADS) burden.

Uneven Operating History: GAAP-based operating performance has
been uneven in recent years, which is not unexpected for a private
non-profit postsecondary institution in the 'BB' rating category.
Unaudited financial results indicate a narrower, though still
positive, GAAP-based operating margin in fiscal 2013.

Enrollment-Related Challenges: Preliminary fall 2013 data
indicates that the university is experiencing a moderate,
unexpected decline in its traditional undergraduate population.
Actions taken by management to address revenue shortfalls and stem
further enrollment declines underpin the Stable Outlook.

Narrow Financial Flexibility: AU's financial flexibility remains
constrained, as evidenced by its high tuition discounting rate,
weak financial cushion, and limited ability to institute
significant rate increases due to a competitive environment. A
material, adverse movement in one or more of these areas could
have negative credit implications.

Unchanged Leverage Position: The university has no additional
short- or long-term borrowing plans over the next few years, which
should allow the level of outstanding debt to moderate over time.

Rating Sensitivities

Consistently Negative Gaap Operations: An inability to effectively
offset continued pressures in growing net tuition and fee revenue
through growth in other revenue areas and/or structural expense
adjustments would negatively impact the university's ability to
service its debt from operations and place downward rating
pressure.

Smaller Enrollment Base: A trend of continuing declines in
traditional undergraduate and graduate enrollment would make the
university's operations more susceptible to enrollment
fluctuations, leading to negative rating pressure.

Additional Debt: Though not anticipated in present time, the
incurrence of additional debt without a commensurate growth in
financial resources or net operating income sufficient to service
the debt could negatively affect the rating.

Credit Profile

Founded in 1917, Anderson University is a Christian university
located in Anderson, Indiana (35 miles northeast of Indianapolis).
AU was founded and is supported by the Church of God (COG) and is
the only college affiliated with COG in the Midwest. The
university offers around 60 undergraduate majors as well as
graduate programs in business, music, nursing, and theology. The
university also maintains a Department of Adult Studies that
offers bachelor and associates degrees and non-credit programs for
adult students.

Headcount enrollment totaled 2,516 in fall 2012, primarily
consisting of traditional undergraduate students (about 70%),
graduate enrollment (about 19%), and adult students in traditional
and non-traditional programs (about 11%). The university's
regional accreditation (Higher Learning Commission of North
Central Association) was most recently reaffirmed in 2008 for a
10-year term.

Uneven Operating History and Enrollment-Related Challenges
Not unexpected for a higher education institution in the 'BB'
rating category, GAAP-based operating performance has been uneven
in recent years ranging from a high of 5.7% in fiscal 2007 to
low -5.2% in fiscal 2011 (4% in fiscal 2012). Uneven financial
results reflect, in part, continued challenges in consistently
growing revenues derived from net tuition and fees, which
regularly constitutes the bulk of annual operating revenues (79.9%
of fiscal 2012 Fitch-adjusted unrestricted operating revenues).

While management was able to resume growing revenues derived from
net tuition and fees in fiscal 2012, a modest dip in fall 2012
traditional undergraduate and graduate enrollment led to a modest
decrease in the amount of revenues derived from net tuition and
fees in fiscal 2013 based on unaudited financials. Fitch notes
that revenue growth in other areas, namely auxiliary enterprises
and unrestricted gifts, along with active expense management
helped the university achieve a modestly positive GAAP-based
operating margin in fiscal 2013 based on unaudited financials.

Preliminary enrollment figures for fall 2013 indicate that the
number of traditional undergraduate students is expected to dip by
around 7%. Management reported that an IT-related problem
negatively affected the retrieval of submitted applications which
may have diminished the possible matriculant yield for the fall
semester. Fitch notes that the issue has since been resolved and
is not expected to reoccur. Fall 2013 undergraduate enrollment
trends may have also been negatively affected by management's
focus on constraining further growth in freshmen tuition
discounting, which partially reflects the university's difficulty
in competing with lower-priced public institutions. A dip in
graduate enrollment was principally driven by planned eliminations
of two education-related programs and a headcount decline within
the School of Theology.

Management is implementing various budgetary adjustments to offset
fall 2013 enrollment-related revenue shortfall that is expected to
support budgetary balance in fiscal 2014. Some examples of cost-
savings initiatives undertaken for fiscal 2014 include cutting
discretionary expenses and maintaining position vacancies. Fitch
notes that management does not budget fully for its annual
depreciation expense, which suggests that negative GAAP-based
operations in fiscal 2014 is possible; however, it remains too
early in the fiscal year (May 31) to gauge the extent to which
operating performance may be pressured.

Management has voluntarily engaged the services of two consulting
firms to enhance marketing and recruiting efforts to support
future enrollment trends. Furthermore, management is in the
process of conceptualizing a number of programmatic and curricular
changes to better align institutional resources with market
demand. Fitch views management's responsiveness favorably and will
analyze the relative success of its initiatives in future credit
reviews.

Narrow Financial Flexibility

A significant portion of student tuition is discounted annually
(39.4% in fiscal 2012) as a result of a competitive environment
and AU's high cost of attendance relative to its peer group.
Management continues to take steps to curb increases in student
charges and tuition discounting. Nevertheless, Fitch believes AU's
already high discounting rate, which is not atypical for similarly
rated credits by Fitch, and limited pricing flexibility constrain
the university's ability to materially raise student-generated
revenues without expanding the overall enrollment level.

The university's financial flexibility is further restricted by
its thin level of balance sheet resources. As of May 31, 2012,
available funds, defined by Fitch as cash and investments not
permanently restricted, totaled $7.3 million. This covered fiscal
2012 operating expenses ($51.1 million) and pro forma long-term
debt ($54. million, inclusive of outstanding bonds, notes, and
capital leases) by a weak 14.4% and 13.5%, respectively. Unaudited
fiscal 2013 financial statements indicate that a modest operating
surplus and favorable investment performance drove a healthy
increase in fiscal 2013 available funds.

Unchanged Leverage Position

The university's debt burden remains high, with pro forma MADS of
around $6.2 million (inclusive of a bullet maturity on an
outstanding note) due in fiscal 2018 consumed 11.8% of fiscal 2012
unrestricted operating revenues. Partly offsetting the magnitude
of this burden is AU's ability to normally generate adequate MADS
coverage from operations (1.3x in fiscal 2012). Fitch expects AU's
debt burden to moderate over time, as outstanding obligations are
repaid and near-term capital needs are funded through operations
and fundraising.


ARCAPITA BANK: Court Nod Not Necessary for EuroLog Assets Sale
--------------------------------------------------------------
Arcapita Bank B.S.C.(c), et al., have withdrawn their motion to
take actions in connection with the sale by non-debtor
subsidiaries of EuroLog Assets, which was scheduled to be heard on
Sept. 23, 2013 at 11:30 a.m.

According to papers filed with the Court on Sept. 18, 2013, due to
the occurrence of the effective date of the Debtors' Plan, the
approval of the Court is not required to consummate the Sale.

As reported in the TCR on Sept. 9, 2013, Arcapita, et al., ask the
U.S. Bankruptcy Court for the Southern District of New York to
authorize the Debtors to take actions, incur obligations, and
provide the consents necessary or appropriate to authorize,
approve, and facilitate the sale by certain indirect non-Debtor
subsidiaries identified as the EuroLog Affiliates of their
interests in a group of companies that own and operate a variety
of warehousing assets located throughout Europe pursuant to a
Share Purchase Agreement dated as of Sept. 4, 2013.

A summary of the essential terms of the Sale is available at:

           http://bankrupt.com/misc/arcapita.doc1481.pdf

                        About Arcapita Bank

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

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

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

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

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

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

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

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

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

The effective date of the Debtors' Second Amended Joint Plan of
Reorganization, dated as of June 11, 2013, occurred on Sept. 17,
2013, according to papers filed with the U.S. Bankruptcy Court for
the Southern District of New York on Sept. 17, 2013.


ATLS ACQUISITION: Whistleblowers Want Stay Lifted In FCA Suit
-------------------------------------------------------------
Law360 reported that whistleblowers who filed a $69 million False
Claims Act suit against bankrupt Liberty Medical Supply Inc. over
alleged Medicare and Medicaid overpayments urged a federal
bankruptcy judge on Sept. 16 to lift the automatic stay on the
case, saying recent procedural moves have made the stay moot.

According to the report, the case, brought by Lucas Matheny and
Deborah Loveland, both former employees of Liberty, was
automatically stayed when the company filed for bankruptcy in
February. A federal bankruptcy judge in Delaware then extended the
stay in May, the report related.

                     About Liberty Medical

Entities that own diabetics supply provider Liberty Medical led by
ATLS Acquisition, LLC, sought Chapter 11 protection (Bankr. D.
Del. Lead Case No. 13-10262) on Feb. 15, 2013, just less than
three months after a management buy-out and amid a notice by the
lender who financed the transaction that it's exercising an option
to acquire the business.

Liberty has been in business for 22 years serving the needs of
both type 1 and type 2 diabetic patients.  Liberty is a mail order
provider of diabetes testing supplies. In addition to diabetes
testing supplies, the Debtors also sell insulin pumps and insulin
pump supplies, ostomy, catheter and CPAP supplies and operate a
large mail order pharmacy.  Liberty operates in seven different
locations and has 1,684 employees.

The Debtors have tapped Greenberg Traurig, LLP, as counsel; Ernst
& Young LLP to provide investment banking advice; and Epiq
Bankruptcy Solutions, LLC, as claims and noticing agent for the
Clerk of the Bankruptcy Court.

An official committee of unsecured creditors has been appointed in
the case and consists of LifeScan, Inc., Abbott Laboratories, and
Teva Pharmaceuticals USA, Inc.  They are represented by Joseph H.
Huston Jr., Esq., Maria Aprile Sawczuk, Esq., and Camille C. Bent,
Esq. of Stevens & Lee P.C. as well as Bruce Buechler, Esq., S.
Jason Teele, Esq., and Nicole Stefanelli, Esq. of Lowenstein
Sandler LLP.  The Committee has tapped Mesirow Financial
Consulting, LLC, as financial advisors.


AUXILIUM PHARMACEUTICALS: S&P Alters 'B-' Rating Outlook to Stable
------------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B-'
corporate credit rating on Chesterbrook, Pa.-based Auxilium
Pharmaceuticals Inc. and revised the outlook to stable from
positive.  S&P also affirmed the 'B' issue-level rating on the
company's term loan facility, which includes a $50 million add-on.
The recovery rating remains '2', indicating expectations for
substantial (70%-90%) recovery of principal in the event of a
payment default.

"The ratings on Auxilium Pharmaceuticals Inc. continue to reflect
its "vulnerable" business risk profile and "highly leveraged"
financial risk profile.  Key credit factors considered in our
business risk assessment include its reliance on Testim for a
sizeable portion of revenues, limited growth potential, and heavy
dependence on the testosterone replacement therapy (TRT) market,
which is facing increased competition from major pharmaceutical
companies," said credit analyst John Babcock.  "The company's
limited product pipeline and low profitability compared with its
peers further support our view. Auxilium's financial risk profile
predominantly reflects its highly leveraged capital structure."

S&P's stable outlook reflects its belief that slower-than-
anticipated revenue expansion will result in a debt-to-EBITDA
ratio above 5x for the foreseeable future.  This incorporates
S&P's expectation for 20% revenue growth in 2013, driven primarily
by the acquisition of Actient, and a relatively flat adjusted
EBITDA margin.

S&P could raise the corporate credit rating to 'B' if the
company's debt-to-EBITDA ratio declines below 5x and its funds
from operations-to-debt ratio climbs sustainably above 12%.  S&P
estimates this would occur if the company generates about
$130 million in EBITDA.  This would require a combination of
strong double-digit revenue growth and significant margin
expansion, which we believe would be difficult to achieve with its
current product mix.

While unlikely, S&P could lower our rating on Auxilium if the
company's financial performance deteriorates significantly,
thereby raising the risk of a default within the next 12 months.
S&P estimates this would require a steep decline in earnings that
would drive increasing cash flow deficits and impair its
liquidity, consequently questioning its ability to service its
debt obligations.


BERNARD L. MADOFF: District Judge Rakoff Sitting as Appeals Judge
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that U.S. District Judge Jed Rakoff found himself in the
position of writing an appeals court opinion in a case over
Bernard Madoff's fraud that in substance tells him how to rule in
another Madoff case he's hearing as a district judge.  Both cases
involve the liquidation of Bernard L. Madoff Investment Securities
Inc., the biggest U.S. Ponzi scheme.

"Why did he ever get himself in this situation?" asked Stephen
Lubben, a professor at Seton Hall University School of Law in
Newark, New Jersey.

According to the report, Judge Rakoff was selected by the U.S.
Court of Appeals in Manhattan to sit by designation on a three-
judge panel to review a federal district judge's dismissal of a
lawsuit against JPMorgan Chase & Co. and Bank of New York Mellon
Corp.  The suit was filed by investors in feeder funds that in
turn invested with Madoff.

The report notes that the investors sued the two banks, contending
they were aware of Madoff's fraud and should be liable because
they continued providing banking services.  The district court
dismissed the suits, citing the 1998 Securities Litigation Uniform
Standards Act, or SLUSA.

The report relates that meanwhile, Judge Rakoff had taken over
several lawsuits from bankruptcy court where Irving Picard, the
Madoff trustee, is suing feeder funds and their managers.  In
Judge Rakoff's court, the defendants sought dismissal under SLUSA.
Judge Rakoff, who heard arguments on Oct. 15, hasn't issued a
decision.  Sitting on the appeals court, Judge Rakoff said in his
Sept. 16 opinion that SLUSA is in a succession of federal laws
adopted to "combat abusive and extortionate securities class
actions."

The report relays that upholding dismissal, he said it didn't
matter that feeder fund customers made no claim to having
securities fraud claims.  Nor did it matter that Madoff never
actually purchased any securities, Judge Rakoff said.  Opposing
dismissal, Mr. Picard made much same arguments in district court
that Judge Rakoff rejected in this week's appeal.  Amanda Remus,
the spokeswoman for Mr. Picard, declined to comment on the cases.

According to the report, sitting as a district judge and an
appeals court judge in cases involving such similar issues is
"technically OK," according to Nancy B. Rapoport, a professor at
the University of Nevada Las Vegas William S. Boyd School of Law.
Still, hearing the issue in two courts is a bad idea because it
"makes the system look rigged," said Ms. Rapoport, an expert on
bankruptcy ethics.

It's a "strange situation," Mr. Lubben said in a phone interview,
according to Bloomberg.  "Why would you set up this situation when
there are all of these other district judges you could have had on
the circuit court?"

The report notes that Mr. Lubben said U.S. Supreme Court Chief
Justice John Roberts recused himself from a case because he had
been one of the judges when it was in the court of appeals.  At
least one person familiar with the Madoff litigation, who asked
not to be identified by name while the matters are pending, said
the two cases are totally different.  By writing the opinion in
the circuit court, Judge Rakoff might be seen as controlling how
he will rule in Mr. Picard's case because appeals court decisions
are binding on district courts, assuming the cases aren't
different.

The report relates that if Mr. Picard loses and appeals, another
three-judge panel on the circuit court can't deviate from Judge
Rakoff's opinion this week.  Consequently, Mr. Picard's only hope
for success on the SLUSA question may lie in having the issue
considered by all of the active judges on the appeals court, who
together have power to set aside a decision by a three-judge
panel.

The appeal in the circuit court is Trezziova v. Kohn (In re
Herald, Primeo, and Thema), 12-156, U.S. Court of Appeals for the
Second Circuit (New York).  The issue before Judge Rakoff in the
Madoff case is In re Bernard L. Madoff Investment Securities LLC,
12-mc-00115, U.S. District Court, Southern District of New York
(Manhattan).

                      About Bernard L. Madoff

Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff
orchestrated the largest Ponzi scheme in history, with losses
topping US$50 billion.  On Dec. 15, 2008, the Honorable Louis A.
Stanton of the U.S. District Court for the Southern District of
New York granted the application of the Securities Investor
Protection Corporation for a decree adjudicating that the
customers of BLMIS are in need of the protection afforded by the
Securities Investor Protection Act of 1970.  The District Court's
Protective Order (i) appointed Irving H. Picard, Esq., as trustee
for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP
as his counsel, and (iii) removed the SIPA Liquidation proceeding
to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789)
(Lifland, J.).  Mr. Picard has retained AlixPartners LLP as claims
agent.

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

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

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

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

From recoveries in lawsuits coupled with money advanced by SIPC,
Mr. Picard has paid about 58 percent of customer claims totaling
$17.3 billion.  The most recent distribution was in March 2013.

Mr. Picard has collected about $9.35 billion, not including an
additional $2.2 billion that was forfeit to the government and
likewise will go to customers.  He is holding almost $4.4 billion
he can't distribute on account of outstanding appeals and
disputes.  The largest holdback, almost $2.8 billion, results from
disputed claims.


BERNARD L. MADOFF: Collecting $97.8 Million Settlement
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the trustee liquidating Bernard L. Madoff Investment
Securities Inc. will recover almost $100 million for defrauded
customers as the result of a settlement approved by the U.S.
Bankruptcy Court in New York.

According to the report, Madoff trustee Irving Picard sued Sandra
Manzke, family members and her Maxam Capital Management LLC for
$97.8 million they received from Madoff within two years of
bankruptcy.  In the settlement, Mr. Picard gave up nothing.  Ms.
Manzke and Maxam filed a claim for $215.3 million, representing
cash they invested with Madoff, less what they managed to take out
before bankruptcy.  Mr. Picard contended that the only purpose of
the Maxam funds was to invest with Madoff.

The report notes that Manzke and Maxam had the lawsuit moved to
federal district court, where they attempted unsuccessfully to
have the case dismissed, contending they hadn't shown "willful
blindness" to Madoff's fraud.  After the district judge laid down
the ground rules for the suit, he returned it to bankruptcy court.
The Manzke defendants agreed to pay back the $97.8 million in full
by using distributions they would have received on their customer
claim.  In return Mr. Picard approved their customer claim for the
$215.3 million.

The report relates that on repaying the $97.8 million, the Manzke
defendants could have claimed that amount as an addition to the
customer claim.  Instead, the settlement gives them a total
customer claim of $276.7 million, which is less than they might
have received.  The approved claim will be paid like all other
customer claims.  The one objection to the settlement was
withdrawn.

The Madoff firm began liquidating in December 2008 with
appointment of Mr. Picard as trustee under the Securities Investor
Protection Act.  From recoveries in lawsuits coupled with money
advanced by the Securities Investor Protection Corp., Mr. Picard
has paid 53 percent of customers' claims totaling $17.3 billion.

The lawsuit being settled is Picard v. Maxam Absolute Return Fund
LP (In re Bernard L. Madoff Investment Securities LLC), 10-05342,
U.S. Bankruptcy Court, Southern District of New York (Manhattan).

                         About Bernard L. Madoff

Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff
orchestrated the largest Ponzi scheme in history, with losses
topping US$50 billion.  On Dec. 15, 2008, the Honorable Louis A.
Stanton of the U.S. District Court for the Southern District of
New York granted the application of the Securities Investor
Protection Corporation for a decree adjudicating that the
customers of BLMIS are in need of the protection afforded by the
Securities Investor Protection Act of 1970.  The District Court's
Protective Order (i) appointed Irving H. Picard, Esq., as trustee
for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP
as his counsel, and (iii) removed the SIPA Liquidation proceeding
to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789)
(Lifland, J.).  Mr. Picard has retained AlixPartners LLP as claims
agent.

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

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

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

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

From recoveries in lawsuits coupled with money advanced by SIPC,
Mr. Picard has paid about 58 percent of customer claims totaling
$17.3 billion.  The most recent distribution was in March 2013.

Mr. Picard has collected about $9.35 billion, not including an
additional $2.2 billion that was forfeit to the government and
likewise will go to customers. He is holding almost $4.4 billion
he can't distribute on account of outstanding appeals and
disputes.  The largest holdback, almost $2.8 billion, results from
disputed claims.


BERNARD L. MADOFF: Other Executives Could Face Charges
------------------------------------------------------
Peter Lattman, writing  for The New York Times' DealBook, reported
that with federal prosecutors in Manhattan facing a December
deadline to bring additional charges connected to Bernard L.
Madoff's multibillion-dollar Ponzi scheme, they are weighing
criminal charges against several people connected to the case,
said people briefed on the investigation.  Among those still under
scrutiny are Shana Madoff Swanson, a senior executive at the firm,
and Paul J. Konigsberg, a longtime accountant in Mr. Madoff's
inner circle.

According to the report, investigators have examined several dozen
people related to the case.  Including Mr. Madoff, who is serving
a 150-year prison sentence, nine have pleaded guilty.  When
Mr. Madoff confessed in December 2008, that started the clock
ticking on a five-year statute of limitations to bring securities
fraud charges.

Any new charges would come just weeks before the first criminal
trial related to the Madoff case, the report related.  On Oct. 7,
five former employees of Bernard L. Madoff Investment Securities
are scheduled to stand trial in Federal District Court in
Manhattan on charges they aided the fraud. Each of the five
employees -- Daniel Bonventre, Annette Bongiorno, Joann Crupi,
Jerome O'Hara and George Perez -- worked at the firm for more than
15 years.

The trial is likely to last several months, and the defendants are
expected to argue that they had no idea their boss was a crook,
the report further related.

"My client was manipulated and deceived by Mr. Madoff and has lost
every penny she ever earned at Bernard L. Madoff Investment
Securities, and as a result is as much a victim as anyone else in
this case," said Roland G. Riopelle, a lawyer for Ms. Bongiorno, a
longtime secretary for Mr. Madoff, the report added.

                      About Bernard L. Madoff

Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff
orchestrated the largest Ponzi scheme in history, with losses
topping US$50 billion.  On Dec. 15, 2008, the Honorable Louis A.
Stanton of the U.S. District Court for the Southern District of
New York granted the application of the Securities Investor
Protection Corporation for a decree adjudicating that the
customers of BLMIS are in need of the protection afforded by the
Securities Investor Protection Act of 1970.  The District Court's
Protective Order (i) appointed Irving H. Picard, Esq., as trustee
for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP
as his counsel, and (iii) removed the SIPA Liquidation proceeding
to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789)
(Lifland, J.).  Mr. Picard has retained AlixPartners LLP as claims
agent.

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

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

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

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

From recoveries in lawsuits coupled with money advanced by SIPC,
Mr. Picard has paid about 58 percent of customer claims totaling
$17.3 billion.  The most recent distribution was in March 2013.

Mr. Picard has collected about $9.35 billion, not including an
additional $2.2 billion that was forfeit to the government and
likewise will go to customers. Picard is holding almost
$4.4 billion he can't distribute on account of outstanding
appeals and disputes.  The largest holdback, almost $2.8 billion,
results from disputed claims.


BERRY PLASTICS: CEO Issues Remarks on Near-Term Outlook
-------------------------------------------------------
Berry Plastics Group, Inc.'s senior management provided an update
on the Company's strategic initiatives, near-term outlook,
financial performance and new product innovations.

"Despite a soft demand environment, Berry's financial performance
since 2010 has improved significantly as a result of our focused
execution on a number of important initiatives," said Jonathan D.
Rich, chief executive officer of Berry Plastics.  "From 2010 until
the end of 2011 we withdrew from certain chronically low
profitable segments, while taking pricing action to appropriately
reflect the value that our products were adding to our customers.
These steps reduced our top line but allowed us to increase
margins by about 5%.  Since 2010, we also significantly increased
our productivity, redesigned our products for material efficiency,
and undertook a number of value creating acquisitions that had
substantial synergies, all of which allowed us to continue to grow
our margins and bottom line despite ongoing weakness in consumer
spending."

"As we close out 2013 and look forward to 2014, we will take the
appropriate steps to further strengthen what we believe is our
already industry leading cost position and maximize cash flow
generation.  While taking these steps we will also continue to
make the investments required to succeed in our strategic
objectives, including investments in R&D and marketing for new
products, expansion in our targeted overseas growth projects and
continuing to identify and execute on accretive acquisitions that
will increase shareholder value."

A copy of the Company's CEO's remarks is available for free at:

                        http://is.gd/pPLuUV

                       About Berry Plastics

Berry Plastics Corporation manufactures and markets plastic
packaging products, plastic film products, specialty adhesives and
coated products.  At Jan. 2, 2010, the Company had more than 80
production and manufacturing facilities, primarily located in the
United States.  Berry is a wholly-owned subsidiary of Berry
Plastics Group, Inc.  Berry Group is primarily owned by affiliates
of Apollo Management, L.P., and Graham Partners.  Berry, through
its wholly owned subsidiaries operates five reporting segments:
Rigid Open Top, Rigid Closed Top, Flexible Films, Tapes/Coatings
and Specialty Films.  The Company's customers are located
principally throughout the United States, without significant
concentration in any one region or with any one customer.

On Dec. 3, 2009, Berry Plastics obtained control of 100 percent of
the capital stock of Pliant upon Pliant's emergence from
reorganization pursuant to a proceeding under Chapter 11 for a
purchase price of $602.7 million.  Pliant is a leading
manufacturer of value-added films and flexible packaging for food,
personal care, medical, agricultural and industrial applications.
The acquired business is primarily operated in Berry's Specialty
Films reporting segment.

As of June 29, 2013, the Company had $5.04 billion in total
assets, $5.29 billion in total liabilities and a $251 million
total stockholders' deficit.

                           *     *     *

As reported by the TCR on Feb. 1, 2013, Moody's Investors Service
upgraded the corporate family rating of Berry Plastics to B2 from
B3 and the probability of default rating to B2-PD from B3-PD.  The
upgrade of the corporate family rating to B2 from B3 reflects
the improvement in pro-forma credit metrics and management's
publicly stated goal to pursue a less aggressive, more balanced
financial profile.

In November 2011, Standard & Poor's Ratings Services affirmed the
'B-' corporate credit rating on Berry and its holding company
parent, Berry Plastics Group Inc.  "The ratings on Berry reflect
the risks associated with the company's highly leveraged financial
profile and acquisition- driven growth strategy as well as its
fair business risk profile," said Standard & Poor's credit analyst
Cynthia Werneth.

In November 2011, Standard & Poor's Ratings Services affirmed the
'B-' corporate credit rating on Berry and its holding company
parent, Berry Plastics Group Inc.  "The ratings on Berry reflect
the risks associated with the company's highly leveraged financial
profile and acquisition- driven growth strategy as well as its
fair business risk profile," said Standard & Poor's credit analyst
Cynthia Werneth.


BIONOL CLEARFIELD: Lenders Decry Bondholders' Distribution Hopes
----------------------------------------------------------------
Law360 reported that OppenheimerFunds Inc., which bought bonds in
a now-bankrupt Pennsylvania ethanol plant, can't sue the project's
lenders over debt repayment priority on a $200 million financing
arrangement just because it didn't do its own homework, the
lenders' attorneys told a New York state judge on Sept. 17.

According to the report, OppenheimerFunds bought $65 million in
bonds on the project, while a group of six lenders provided the
rest of money in more-senior financing.

Bionol Clearfield filed for Chapter 7 liquidation (Bankr. D. Del.
Case No. 11-12301) in July 2011.  The Company estimated assets
between $50 million and $100 million and liabilities between
$100 million and $500 million.  The Company owned a plant that
produces bio-based chemicals and fuels from renewable feedstock.


BROOKLYN CENTER: Moody's Affirms Ba3 Rating on $31MM GO Debt
------------------------------------------------------------
Moody's Investors Service has affirmed the Ba3 rating on Brooklyn
Center Independent School District (ISD) 286's (MN) outstanding
general obligation (GO) debt. The outlook remains negative. The
district has $31.1 million of outstanding GO debt. The district's
GO bonds are secured by its unlimited tax pledge.

Ratings Rationale:

The Ba3 rating reflects the district's long-term trend of
operating shortfalls and deficit General Fund position as well as
its heavy reliance on cash flow borrowing to finance operations.
The Ba3 rating further incorporates the district's modest tax base
that has experienced significant valuation declines, below average
demographic profile, and elevated debt burden. The negative
outlook reflects the prolonged nature of the district's deficit
position and its history of poor budget management practices, both
of which suggest that the district's financial position is
unlikely to improve significantly in the near term.

Strengths

- Favorable location in Twin Cities metropolitan area

- Expenditure reductions contributing to positive fiscal 2012
   operating results

- Recent improvement in timeliness of state aid disbursements to
   Minnesota school districts

- The State of Minnesota (Aa1/stable outlook) provides some
   oversight to school districts in Statutory Operating Debt
   (SOD), including Brooklyn Center ISD 286

- Growing enrollment that factors favorably into the state aid
   formula

Challenges

- Long-term trend of operating shortfalls resulting in a
   prolonged deficit General Fund balance position

- Lack of voter support for excess operating levies

- Heavy reliance on cash flow borrowing for operations

- Declining tax base valuations

- High debt burden

Outlook

The negative outlook reflects the prolonged nature of the
district's deficit position and its history of poor budget
management practices, both of which suggest that the district's
financial position is unlikely to improve significantly in the
near term.

What Could Move the Rating Up (Removal of negative outlook)

- Ongoing operating surpluses that leads to material improvement
   in the district's General Fund position

- Significant growth in the district's tax base coupled with
   strengthening of the district's socio-economic indices

- Material reduction in the district's debt burden

What Could Move the Rating Down

- Continuation of operating deficits resulting in further
   financial deterioration

- Emergence of enrollment declines placing pressure on district
   revenues

- Further declines in tax base valuation

- Growth in the district's debt burden

The principal methodology used in this rating was General
Obligation Bonds Issued by US Local Governments published in April
2013.


CAESARS ENTERTAINMENT: Fitch to Rate $1.35 Billion Notes at 'CCC'
-----------------------------------------------------------------
Fitch Ratings expects to assign a 'B+/RR2' rating to Caesars
Entertainment Resort Properties, LLC's (CERP) proposed $3.27
billion senior secured first-lien credit facility and $500 million
first-lien notes and a 'CCC/RR6' rating to CERP's proposed $1.35
billion in second-lien notes. Fitch has assigned an initial 'B-'
Issuer Default Rating (IDR) to CERP. Fitch has also affirmed the
IDRs of Caesars Entertainment Corp. (CEC; Caesars, the parent) and
Caesars Entertainment Operating Company (CEOC) at 'CCC' and
affirms all other related ratings.

CERP's credit facility will consist of a $3 billion term loan and
a $269.5 million revolver. The facility, the first-lien notes and
the second-lien notes will be guaranteed and secured by Rio,
Flamingo, Paris and Harrah's casino resorts in Las Vegas, Harrah's
in Laughlin, NV, and Harrah's in Atlantic City, NJ as well as the
Octavius Tower and Project Linq assets (together Linq/Octavius).
Linq/Octavius will be transferred from CEOC by Caesars.

The Octavius Tower includes 602 rooms, 60 suites and six luxury
villas and is part of the Caesars Palace complex, which is part of
CEOC. Project Linq includes a 550-foot observation wheel (High
Roller), over 260,000 square feet of retail space (some will be
leased by other CERP entities) and a redeveloped O'Sheas casino.
CEOC will lease Octavius Tower and the O'Sheas casino from CERP
for $35 million and $15 million, respectively. Octavius Tower
opened in January 2012 and Project Linq will open in phases from
late 2013 to early 2014.

CERP will use the proceeds from the proposed financing to
repurchase approximately $4.4 billion in outstanding debt at the
PropCo and refinance the $450 million term loan used to fund
Linq/Octavius. Caesars will pay 99% of par for $3.67 billion in
outstanding PropCo mortgage notes and 90% of par for $719 million
in outstanding mezzanine notes. The repurchases are conditioned
upon the acceptance by lenders holding at least 65% of the
outstanding aggregate principal amount of the mortgage loans (63%
accepted as of Sept. 17, 2013) and 85% of the outstanding
aggregate principal amount of the mezzanine loans (84% accepted).

CERP Rating Drivers

CERP's 'B-' IDR reflects Fitch's expectation that pro forma for
the transactions and the opening of the Linq components CERP will
have sustainable leverage and FCF profiles. The IDR also factors
in CERP's relationship with CEC and CEOC. CERP's positive FCF will
allow for modest deleveraging over the near-to-medium term.
Liquidity will be solid with a $269.5 million undrawn revolver and
no maturities until 2020, when the first-lien debt matures. The
second-lien notes will mature 2021.

In its base case, Fitch projects CERP's leverage at year-end 2014
and FCF for 2014 at 8.9 times (x) and approximately $75 million,
respectively. Fitch's forecasted property EBITDA for 2014 of $627
million includes the following projections:

-- $440 million of EBITDA generated by the existing PropCo
   Las Vegas casinos (70% of EBITDA);

-- $76 million generated by Harrah's Atlantic City (12% of
   EBITDA);

-- $42 million generated by Harrah's Laughlin (7% of EBITDA); and

-- $69 million generated by Linq/Octavius, which includes
   $50 million in lease payments from CEOC and $19 million
   capturing three-quarters of the High Roller and retail
   operations (together 11% of EBITDA).

Fitch's FCF forecast for 2014 takes into account approximately $90
million of corporate expenses, $365 million of interest expense
and $100 million in capital expenditures. The corporate expense
assumption takes into account a management fee structure similar
to the one that is in place at the PropCo; however, terms of the
management fee, if there will be one, are not yet determined. The
capital expenditures include the final costs associated with Linq
and should moderate to around $60 million in the outer years.
Leverage and FCF under Fitch's base case forecast improves in 2016
to 8.3x and $160 million, respectively. The improvements reflect
annual EBITDA growth of about 2% (Las Vegas growth and ramp-up of
Linq offset by Atlantic City weakness), decline in annual capital
expenditures and a modest reduction in interest expense.

CERP'S Relationship With CEC And CEOC

CERP's 'B-' IDR is supported by Fitch's expectations that the
restricted payment covenants in CERP's credit agreement will be
restrictive and would guard CERP creditors against attempts by CEC
to extract value out of CERP and against a potential default at
CEOC. Fitch may revisit the ratings if the restricted payment
covenants are looser than Fitch's current expectations.

Regardless of the restrictive payment covenants in place, CERP's
ownership by CEC, which guarantees the debt at the highly
leveraged and FCF-negative CEOC, is a key credit risk and will
pressure CERP's IDR. Positive rating pressure on CERP will be
constrained by CEC's ownership and an upgrade is unlikely while
there is a heightened probability of default at CEOC.
There is also uncertainty with respect to the Linq/Octavius lease
payments (about 8% of CERP's EBITDA) from CEOC to CERP if CEOC
defaults. Fitch believes that in an event CEOC defaults the leases
would be affirmed given their strategic importance to CEOC, but
there is good likelihood that the lease terms will be renegotiated
at lesser terms. However, if the leases were rejected, CERP could
either monetize the assets or operate the assets itself, albeit
possibly at less profit relative to the existing lease terms.

CERP Recovery Considerations

The 'B+/RR2' rating assigned to the credit facility reflects
Fitch's recovery expectation in an event of default in 71%-90%
range and the 'CCC/RR6' on the second-lien notes reflects Fitch's
expectation of minimal recovery. The recovery analysis takes into
account Fitch's stressed enterprise value estimate of $3.1
billion, and standard assumptions including a 10% of EV assumption
for administrative claims equal to 10% of EV, and an assumption
that the $269.5 million revolver is fully drawn at the time of
default. The EV calculation assigns multiples in the range of 6.0x
for Harrah's Laughlin to 7.5x for Paris and assumes EBITDA
stresses of 15%-20% on LTM EBITDAs. Fitch estimates a stressed EV
value of roughly $360 million for Linq/Octavius.

CERP Rating Sensitivities

As mentioned above positive rating action is largely precluded
with respect to CERP's IDR as long as CEOC's credit profile
remains weak. A debt restructuring at CEOC that leaves CEOC
financially healthier or not part of the CEC consolidated group
could allow for CERP's IDR to move higher within the 'B' category
to the extent CERP's stand-alone financial profile improves.
CERP's gross leverage migrating towards 7x could a catalyst for an
upgrade to 'B' IDR assuming the CEOC overhang is addressed.
However, Fitch expects leverage to remain above 8x through its
projection horizon (2016).

Fitch would consider downgrading CERP or revising its Outlook to
Negative if Fitch has reason to believe that CEC has ample
flexibility to extract value out of CERP beyond what would be
reasonably expected under standard restrictive payment covenant
terms. Also leverage remaining above 9x for an extended period,
especially closer to CERP's maturities, and/or FCF declining close
to zero could precipitate negative rating action.

CEOC Rating Drivers

The CERP transactions are viewed neutrally from CEOC's credit
point of view. On the positive side, the PropCo refinancing leaves
CEC's interest in the interactive business untouched. Fitch
previously alluded to the risk that CEC may contribute a share of
the interactive assets to the PropCo as part of a refinancing or a
restructuring at the PropCo. This could have diluted CEOC's
recovery prospects since CEC guarantees CEOC debt and could
possibly be required to contribute to CEOC creditors a potion or
CEC's entire stake in the interactive business in an event of a
default at CEOC.

Negatively, the PropCo debt refinancing is likely to leave CEC
with less flexibility in terms of extracting cash out of the
PropCo assets, which in turn reduces the amount of ongoing support
CEC may lend to CEOC. However, previously CEC used PropCo cash
flows and management fees to repurchase CMBS debt at the PropCo
and Fitch was not heavily factoring the support from the PropCo in
the CEOC credit analysis.

CEOC's 'CCC' IDR with a Negative Outlook reflects CEOC's negative
FCF and the associated heightened risk of a default. Fitch
projects $1.2 billion in negative FCF at CEOC for 2013 and
negative $800 million for 2014. Fitch's estimate for 2013 FCF
includes $1.35 billion in EBITDA, $1.9 billion in interest expense
and $650 million in capital expenditures not being funded with
debt. In 2014, FCF improvement largely reflects reduction in
capital expenditures, which Fitch estimates at $250 million, and
modest same-store EBITDA growth. The lower capital spending is
offset by the loss of Plant Hollywood Las Vegas, which is being
sold to Caesars Growth Properties (CGP) along with other CEOC
assets for $360 million.

Pro forma for the sale of Planet Hollywood and the Macau land,
which is expected to generate additional $420 million in proceeds,
Fitch estimates CEOC's excess cash at $1.8 billion as of June 30,
2013. This is net of cage cash, which Fitch estimates at $350
million. Fitch does not count CEOC's revolver in the liquidity
calculation since the extended portions is just adequate to
support CEOC's outstanding letters of credit. Taking into account
the cash burn discussed above and $1 billion in maturities coming
due in 2015 (includes $427 million related to notes held by
Harrah's BC, Inc.), Fitch projects CEOC's liquidity running out
sometime in 2015.

In 2016, outside of first lien debt, CEOC has $1.05 billion in
unsecured debt coming due ($324 million held by Harrah's BC,
Inc.). CEOC will have to rely on its remaining first lien capacity
(credit facility has a $1.15 billion accordion), intercompany cash
infusions from CEC, or possibly additional asset sales to meet
these maturities.

CGP Takeaway

The CGP transaction reduces the potential willingness and/or
ability of CEC and the sponsors to provide support CEOC, if
executed as contemplated. Additionally, the transaction weakens
the long-term standalone credit profile of CEOC, thereby
increasing CEOC's reliance on such support to maintain solvency.

The primary considerations that lead Fitch to this view include:

-- The transaction could effectively insulate 23% - 43% of the
value of the CGP entity against a potential default at CEOC. CEC
guarantees CEOC's debt and if the guarantee were called on by CEOC
creditors, Fitch believes that CEC would be required to use all of
its available assets to perform under the guarantee. With the
transaction finalized, CEC and the sponsors may have less
incentive to support CEOC if they view CEOC as insolvent knowing
that they will retain at least a 23% economic stake in CGP assets.

-- Caesars Acquisition Corp. (CAC), the holding company that will
   facilitate sponsors' and participating stockholders' investment
   in CGP, will have 100% voting rights in CGP. CAC will likely
   opt to maintain cash at CGP versus paying dividends as
   indicated in CAC's S-1 filing.

-- CGP liquidation provisions benefit CAC over CEC. CAC may elect
   to liquidate CGP after five years of the transaction being
   finalized. Upon liquidation, CAC would be entitled to receive
   its contributed share plus a 10.5% annual rate of return on
   assets contributed ($500 million - $1.2 billion) before CEC
   receives anything.

-- Positively, the transaction will inject $500 million - $1.2
   billion into the overall enterprise. However, the capital
   infusion comes at the expense of diluting CEC's ownership in
   CGP's assets and the investment return hurdle rate of 10.5% is
   very high. Therefore, CGP needs to reflect superior growth in
   order to materially benefit CEC directly and CEOC indirectly.

CEOC Recovery Considerations

Fitch's 'RR3' Recovery Rating on first lien debt implies an
expected recovery at the high end range of the 51%-70% range for
'RR3'. This is based on admittedly cautious assumptions: zero
value for CEOC's 'other' segment and CEC guarantee, 7.0x blended
EBITDA multiple, 10% of EV for administrative claims, and 0%
EBITDA growth. But with CEOC being roughly 9x leveraged through
the first lien (excluding non-guarantor subsidiary debt and
EBITDA), strong recovery is far from certain, especially taking
into account CEOC's aging facilities and exposure to competitive
regional markets.

CEOC Rating Sensitivities

Fitch may downgrade CEOC's IDR to 'CC' or lower if a default of
some kind seems more imminent. Potential triggers may include near
depletion of liquidity, a maturity becoming current on CEOC's
financial statements, CEOC soliciting a debt exchange program, or
CEC engaging financial advisors regarding its financial position.
CEOC violating its 4.75x senior secured net leverage maintenance
covenant could also be a downgrade driver. As of June 30, 2013
CEOC's financial covenant was at 4.33x, providing a 9% cushion.

An upgrade is unlikely in the near to medium term, as Fitch sees
no clear path to a sustainable FCF profile outside of the top-line
growth trends tracking well above Fitch's base case scenario.
Federal legalization of online poker would be viewed positively,
though the immediate effect on cash flow is unclear. Also,
Caesars' online gaming subsidiary (Caesars Interactive) is outside
of CEOC and online gaming is progressing at the state rather than
federal level.

Chester Downs Rating Drivers

The Negative Outlook on Chester Down and Marina, LLC's (Chester
Downs, dba Harrah's Philadelphia) 'B-' IDR reflects continued
negative gaming revenue trends in the Philadelphia market and
Fitch's expectation of increased competition in the area once a
second a casino opens within the city of Philadelphia. The IDR and
the Negative Outlook also reflect Chester Downs' 99.5% ownership
by CEOC, which has capacity to extract cash out of Chester Downs.
Chester Down's restricted payment covenant is somewhat relaxed
with the restricted payment basket based on EBITDA minus 1.4x
interest expense.

Despite market wide gaming revenue declines, Chester Downs managed
to stabilize its EBITDA through cost containment measures.
Leverage and LTM FCF as of June 30, 2013 are commensurate with 'B-
' IDR and provide some cushion against additional market weakness
and potential future competition. Chester Downs also has grown its
cash balance, which can potentially be used to redeem notes in
anticipation of a competing facility opening around 2016/2017
timeframe. However, Fitch believes it is likely that CEOC will
pull all or most of the cash out that is permitted under the
covenants given CEOC's liquidity needs and the relaxed restricted
payment covenants discussed above.

Chester Downs Recovery Consideration

The 'BB-/RR1' rating on Chester Downs' $330 million in senior
secured notes reflects Fitch's expectation of better than 90%
recovery in an event of default.

Chester Downs Rating Sensitivities

Fitch could potentially revise Chester Down's Outlook to Stable if
Chester Down's revenues stabilize and/or Chester Downs uses cash
on hand to redeem notes outstanding. Alternatively, Fitch may
downgrade Chester Downs' IDR to 'CCC' if top line continues to get
pressured and/or financial cushion deteriorates to a point that
Fitch's base case projections after incorporating the new casino
in Philadelphia would point to negative FCF.

Pennsylvania's gaming regulator is currently reviewing six gaming
applications for Philadelphia's second gaming license. Applicants
include companies associated with or owned by Wynn Resorts,
Mohegan Tribal Gaming Authority, Isle of Capri and Penn National.
Fitch expects SugarHouse to be most affected when a second
Philadelphia license opens; however, Fitch believes that Harrah's
Philadelphia, located about 20 miles south from downtown will also
be affected, but to a lesser degree.

Factors Fitch is weighting with respect to potential rating action
related to the license include the timing of license being
awarded, the scale and location of the development and Chester
Down's financial profile at the time the license is awarded. The
longer than expected duration of bidding process for the
Philadelphia license is a positive credit factor for Chester
Downs. The process is being extended by a lawsuit filed by the
owners of SugarHouse casino.

Fitch assigns the following ratings:

Caesars Entertainment Resort Properties, LLC

-- IDR 'B-'; Outlook Stable;
-- Senior secured first-lien credit facility 'B+/RR2';
-- First-lien notes 'B+/RR2';
-- Second-lien notes 'CCC/RR6';

Fitch affirms the following ratings:

Caesars Entertainment Corp.

-- Long-term IDR at 'CCC'; Outlook Negative.

Caesars Entertainment Operating Co.

-- Long-term IDR at 'CCC'; Outlook Negative;
-- Senior secured first-lien revolving credit facility and term
    loans at 'CCC+/RR3';
-- Senior secured first-lien notes at 'CCC+/RR3';
-- Senior secured second-lien notes at 'CC/RR6';
-- Senior unsecured notes with subsidiary guarantees at 'CC/RR6';
-- Senior unsecured notes without subsidiary guarantees at
    'C/RR6'.

Chester Downs and Marina LLC (and Chester Downs Finance Corp as
co-issuer)

-- Long-term IDR at 'B-'; Outlook Negative;
-- Senior secured notes at 'BB-/RR1'.

Caesars Linq, LLC & Caesars Octavius, LLC

-- Long-term IDR at 'CCC'; Outlook Negative;
-- Senior secured credit facility at 'CCC+/RR3';

Corner Investment PropCo, LLC

-- Long-term IDR at 'CCC';
-- Senior secured credit facility at 'B-/RR2'.


CAPITOL BANCORP: Motion to Unseal Filed
---------------------------------------
BankruptcyData reported that G3 Properties, filed with the U.S.
Bankruptcy Court a motion to unseal Capitol Bancorp's official
committee of unsecured creditors' previously-filed motion for an
order: (1) appointing a chief restructuring officer to manage the
Debtors, pursuant to 11 U.S.C. Sections 105(a) and 1107(a), or,
(2) in the alternative, appointing a Chapter 11 trustee, pursuant
to 11 U.S.C. Section 1104(a).

The motion explains, "The Investors are significant creditors of
CBC, as they hold direct claims in the aggregate amount of
approximately $2.9 million.  The Investors are concerned with the
Debtors' proposed plan, which the Investors view as un-confirmable
for various reasons.  It would be premature to raise legal
objections to the Debtors' proposed plan in this Motion.  However,
the Debtors' proposed plan does not provide for any meaningful
distribution to the Investors, who are concerned that the Debtors
are not proposing to maximize their estates for the benefit of
creditors.  The Investors thus seek access to the CRO Motion to
better understand what claims, and potential resulting proceeds,
are available to the estates to ensure that the Investors receive
a maximum distribution.  The Investors have already agreed to, and
continued to be bound by, the Protective Order.  The Investors
represent to this Court that in the event that the relief
requested herein is granted, they will continue to adhere to, and
abide by, the Protective Order as if such order was entered by
this Court, or would be willing to enter into a separate
confidentiality agreement with reasonable terms."

                     About Capitol Bancorp

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

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

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

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

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

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


CASA CASUARINA: Miami Beach's Versace Mansion Sold to Jordache
--------------------------------------------------------------
The former Versace Mansion on Ocean Drive in Miami Beach, Florida,
was sold at a bankruptcy auction Sept. 17 for $41.5 million to a
group including the owners of Jordache Enterprises Inc.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Jordache group bested the $41 million offer from
real estate developer Donald Trump.  The winning bidder, VM South
Beach LLC, owns a $34.5 million secured claim and is thus entitled
to pay part of the purchase price by surrendering the mortgage
debt.  VM includes the Nakash family, which owns the Hotel Victor
next door.  VM acquired the mortgage from the prior lender.

According to Law360, VM South Beach LLC beat out two bidders,
including Donald Trump, for the famed villa on Ocean Drive, which
had been listed at $75 million before its owner filed for Chapter
11 bankruptcy.

                       About Casa Casuarina

Casa Casuarina, LLC, owner of Gianni Versace's former South Beach
mansion on Ocean Drive in Miami Beach, Florida, filed a Chapter 11
petition (Bankr. S.D. Fla. Case No. 13-25645) in Miami on July 1,
2013.  Peter Loftin signed the petition as manager.  Judge Laurel
M. Isicoff presides over the case.  The Debtor estimated assets of
at least $50 million and debts of at lease $10 million.  Joe M.
Grant, Esq., at Marshall Socarras Grant, P.L., serves as the
Debtor's counsel.

Until his Ponzi scheme fell apart in 2009, Scott Rothstein had
controlled the company that owned the property. Herbert Stettin is
the Chapter 11 trustee for Rothstein's law firm Rothstein
Rosenfeldt Adler PA, which has been in Chapter 11 liquidation
since November 2009.

Before Casa Casuarina filed bankruptcy, Mr. Stettin had reached
agreement to settle his claim to partial ownership.

                    About Rothstein Rosenfeldt

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

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

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

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

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

RRA won approval of an amended liquidating Chapter 11 plan
pursuant to the Court's July 17, 2013 confirmation order.  The
revised plan, filed in May, is centered around a $72.4 million
settlement payment from TD Bank NA.


CENGAGE LEARNING: Committee Can Retain Arent Fox as Counsel
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York has
granted the Official Committee of Unsecured Creditors of Cengage
Learning, Inc., et al., authorization to retain Arent Fox LLP as
the Committee's bankruptcy counsel, nunc pro tunc to July 10,
2013.

As reported in the TCR on Aug. 13, 2013, Arent Fox will be paid at
these hourly rates:

       Partners             $550 - $940
       Of Counsel           $540 - $850
       Associates           $305 - $585
       Paraprofessionals    $165 - $300

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

                     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.


CENGAGE LEARNING: Court Sets Oct. 31 Bar Date for Proofs of Claim
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York has
established Oct. 31, 2013, at 5:00 p.m. as the Bar Date for the
filing of proofs of claim against Cengage Learning, Inc., et al.,
which arose prior to the filing of the Debtors' Chapter 11
petitions on July 2, 2013.  Proofs of claim filed by governmental
units must be filed by not later than 5:00 p.m. on Dec. 30, 2013.

                     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.


CENGAGE LEARNING: Can Retain Donlin Recano as Admin. Agent
----------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York has
authorized Cengage Learning, Inc.,  et al., to employ Donlin,
Recano & Company as administrative agent in the Debtors' Chapter
11 cases, nunc pro tunc to Aug. 6, 2013.

The Debtors are authorized to retain Donlin Recano to provide,
among other things, the following bankruptcy administrative
services, if and to the extent requested:

   a. Assist with, among other things, solicitation, balloting,
and tabulation and  calculation of votes, as well as preparing any
appropriate reports, as required in furtherance of confirmation of
plan(s) of reorganization(collectively, the "Balloting Services");

   b. Generate an official ballot certification and testify, if
necessary, in support of the ballot tabulation results;

   c. In connection with the Balloting Services, handle requests
for documents from parties in interest, including, if applicable,
brokerage firms and bank back-offices and institutional holders;

   d. Gather data in conjunction with the preparation, and assist
with the preparation, of the Debtors' schedules of assets and
liabilities and statements of financial affairs;

   e. Provide a confidential data room, if requested;

   f. Manage and coordinate any distributions pursuant to a
confirmed plan of reorganization or otherwise; and

   g. Perform such other administrative services as may be
requested by the Debtors that are not otherwise allowed under the
Section 156(c) Order.

This order will not apply to any services Donlin Recano was
authorized to render pursuant to the Section 156(c) order approved
by the Court.

With respect to services to be provided as administrative agent
for the Debtors, Donlin Recano will apply to the Court for
allowances of compensation and reimbursement of reasonable and
necessary out-of-pocket expenses incurred in these cases in
accordance with the applicable provisions of the Bankruptcy Code,
the Bankruptcy Rules, the E.D.N.Y. Local Bankruptcy Rules, the
guidelines established by the U.S. Trustee, and any orders entered
in these cases governing professional compensation and
reimbursement for services rendered and charges and disbursements
incurred.

                     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.


CLUB AT SHENANDOAH: Can Access GECC Cash Collateral Until Oct. 29
----------------------------------------------------------------
On Sept. 10, 2013, the U.S. Bankruptcy Court entered its order
further continuing to Oct. 29, 2013, at 2:00 p.m., the final
hearing on The Club at Shenandoah Springs Village, Inc.'s
Emergency Motion for Interim and Final Orders Authorizing Use of
Cash Collateral in which General Electric Capital Corporation
asserts an interest.

Any supplemental brief in support of the Cash Collateral Motion
will be filed by the Debtor no later than Oct. 15, 2013.  Any
supplemental opposition to the Cash Collateral Motion will be
filed no later than Oct. 22, 2013.

General Electric consents to the Debtor's continued use of cash
collateral for an additional period up through and including the
continued Final Hearing on the Cash Collateral Motion pursuant to
the terms set forth in the Cash Collateral Order entered Jan. 3,
2013, and the amended budget for September through October 2013.

           About The Club At Shenandoah Springs Village

The Club At Shenandoah Springs Village, Inc., owns The Club At
Shenandoah Springs Village, a golf and leisure resort in Thousand
Palms, a desert region of central California.  It filed for
Chapter 11 protection (Bankr. C.D. Cal. Case No. 12-36723) on
Dec. 3, 2012.  The Debtor estimated both assets and liabilities of
between $10 million and $50 million.  Judge Mark D. Houle presides
over the case.  Daniel A. Lev, Esq., and Steven Worth, Esq., at
SulmeyerKupetz, in Los Angeles, Calif., represent the Debtor as
counsel.


COMPETITIVE TECHNOLOGIES: To Issue 1.6-Mil. Shares to ASC Recap
---------------------------------------------------------------
Competitive Technologies, Inc., agreed to issue approximately
1,618,235 shares of common stock, subject to adjustment, to ASC
Recap LLC, in connection with the settlement of up to $2,123,605
in accounts payable of the Company, plus attorney fees and costs.
In order to resolve the full Claim Amount, the Company would be
required to issue additional shares to ASC from time to time.

The ASC Shares were issued pursuant to an Order Approving
Stipulation for Settlement of Claims between the Company and ASC
entered by the Superior Court of the State of Connecticut,
Judicial District of Fairfield on Aug. 22, 2013, in settlement of
accounts payable of the Company purchased by ASC from creditors of
the Company in the aggregate amount equal to the Claim Amount,
plus fees and costs.

Pursuant to the agreed Order, ASC is entitled to 200,000 shares,
plus that number of shares of Common Stock that is equal to the
Claim Amount and reasonable attorney fees divided by 75 percent of
the volume weighted average price as reported by Bloomberg over a
period of time beginning on the date on which ASC receives the ASC
Shares and ending on the date on which the aggregate trading
volume of the Company's common stock is equal to three times the
purchase price of the shares.  At no time may ASC and its
affiliates collectively own more than 9.99 percent of the total
number of shares of Common Stock outstanding.

                  About Competitive Technologies

Fairfield, Conn.-based Competitive Technologies, Inc. (OTC QX:
CTTC) -- http://www.competitivetech.net/-- was established in
1968.  The Company provides distribution, patent and technology
transfer, sales and licensing services focused on the needs of its
customers and matching those requirements with commercially viable
product or technology solutions.  Sales of the Company's
Calmare(R) pain therapy medical device continue to be the major
source of revenue for the Company.

Competitive Technologies incurred a net loss of $3 million on
$546,139 of gross profit from product sales in 2012, as compared
with a net loss of $3.59 million on $1.86 million of gross profit
from product sales in 2011.  As of June 30, 2013, the Company had
$4.47 million in total assets, $9.78 million in total liabilities
and a $5.31 million total shareholders' deficit.

Mayer Hoffman McCann CPAs (The New York Practice of Mayer Hoffman
McCann P.C.), in New York, issued a "going concern" qualification
on the consolidated financial statements for the year ended
Dec. 31, 2012.  The independent auditors noted that at Dec. 31,
2012, the Company has incurred operating losses since fiscal year
2006.  These conditions raise substantial doubt about the
Company's ability to continue as a going concern.


CONFIE SEGUROS: Moody's Keeps B3 CFR Following Asset Purchase
-------------------------------------------------------------
Moody's Investors Service has affirmed the B3 corporate family
rating and B3-PD probability of default rating of Confie Seguros
Holding II Co. following the announcement that it plans to acquire
Affirmative Retail, the wholly owned distribution arm of
Affirmative Insurance Holdings, Inc. (NYSE: AFFM), a nonstandard
automobile insurer. Total consideration for the acquisition will
be $120 million, including $100 million of cash at closing and $20
million of contingent consideration. The transaction is expected
to close within the next 30 days. The rating outlook for Confie
Seguros is stable.

Ratings Rationale:

Moody's said the ratings of Confie Seguros reflect its position as
a leading broker of nonstandard auto insurance to the US Hispanic
community, along with its steady growth in revenues and healthy
EBITDA margins. Confie Seguros currently has over 320 stores
located primarily in the West, along with some in the South and
Northeast, allowing the broker to negotiate favorable contracts
with various insurance carriers on behalf of its customers. These
strengths are tempered by the company's high financial leverage
and modest interest coverage since its leveraged buyout in
November 2012. Additionally, Moody's expects that Confie Seguros
will continue to pursue a combination of organic growth and
acquisitions, the latter giving rise to integration and contingent
risks.

"The acquisition of Affirmative Retail strengthens Confie Seguros'
position as a leading distributor of nonstandard auto insurance
through the addition of 195 stores," said Bruce Ballentine,
Moody's lead analyst for the broker. "It also adds geographic
diversification, since the acquired stores are mainly in the
Midwest and South," said Ballentine. Offsetting these benefits are
the challenges of integrating Affirmative Retail, and the
company's continued concentration in a single product line.

Confie Seguros will fund the Affirmative Retail purchase through
incremental borrowings under the accordion features of its
existing credit facilities, adding $82.5 million to the first-lien
term loan and $37.5 million to the second-lien term loan. Giving
effect to these borrowings, the company's financing arrangement
includes a $75 million first-lien revolving credit facility
maturing in November 2017 (rated B2, undrawn at June 30, 2013), a
$331 million first-lien term loan due in November 2018 (rated B2)
and a $146 million second-lien term loan due in May 2019 (rated
Caa2). The credit facilities are guaranteed by Confie Seguros'
parent company and by substantially all of its subsidiaries. The
facilities are also secured by most assets of Confie Seguros and
the guarantors.

Based on Moody's estimates, Confie Seguros' debt-to-EBITDA ratio
will be in the range of 6.5x-7.0x immediately following the
acquisitions. Such leverage is aggressive for the firm's rating
category, but Moody's expects it to decline over the next 12-18
months.

Factors that could lead to an upgrade of Confie Seguros' ratings
include: (i) debt-to-EBITDA ratio below 5.5x, (ii) (EBITDA -
capex) coverage of interest exceeding 2x, and (iii) free-cash-
flow-to-debt ratio exceeding 5%.

Factors that could lead to a rating downgrade include: (i) debt-
to-EBITDA ratio above 8x, (ii) (EBITDA - capex) coverage of
interest below 1.2x, or (ii) free-cash-flow-to-debt ratio below
2%.

Moody's has affirmed the following ratings (and loss given default
(LGD) assessments) with a stable outlook:

  Corporate family rating B3;

  Probability of default rating B3-PD;

  $75 million first-lien revolving credit facility B2 (LGD3,
  34%);

  $331 million first-lien term loan B2 (LGD3, 34%);

  $146 million second-lien term loan Caa2 (LGD5, 86%) (LGD point
  estimate changed to 86% from 85%).

The principal methodology used in this rating was Moody's Global
Rating Methodology for Insurance Brokers and Service Companies
published in February 2012. Other methodologies used include Loss
Given Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009.

Based in Huntington Beach, California, Confie Seguros is a leading
US personal lines insurance broker primarily serving the Hispanic
population. Giving effect to the Affirmative Retail acquisition,
the company expects to generate yearly revenues exceeding $280
million.


CONFIE SEGUROS: S&P Affirms 'B-' Counterparty Credit Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services said that it has affirmed its
'B-' long-term counterparty credit rating on Confie Seguros
Holding II Co. (Confie Seguros).  The outlook is stable.

S&P also affirmed its 'B-' rating on the company's incremental
first-lien Term Loan B facility maturing November 2018, and its
'CCC' rating on the incremental senior secured second-lien term
loan facility maturing May 2019.  S&P is maintaining a recovery
rating of '3' (meaningful recovery) on the loan, representing
recovery expectations of 50% to 70% to the $330.6 million first-
lien secured term loan credit facility.  Concurrently, S&P is also
maintaining a recovery rating of '6' to the $146.4 million second-
lien secured term loan facility that provides potential debt
holders a negligible recovery of between 0% and 10% upon default.

The corporate credit rating on Confie Seguros reflects its highly
leveraged and weak financial flexibility in respect to its
adjusted fixed-charge coverage requirements and weak business risk
profile," said Standard & Poor's credit analyst Marc Cohen.  "The
company's BRP specifically reflects our view of Confie Seguros's
weak competitive position relative to larger broker peers.  This
is offset partly by its operating in a niche insurance line that
maintains a distinct customer base benefiting from brand loyalty
and agency affinity, its ranking as a top-four personal-lines
agency by premiums written, its expanding geographic penetration,
and its number of retail store locations, which are essential for
offering nonstandard policies."

The BRP concern is offset partly by the company's operating
performance, specifically its sustained profitability and
operating margins relative to peers', same-store/organic policy
growth rates, revenue diversification/composition, and its
potential robust cash-flow generation capabilities from EBITDA.
The company has diversified its commission-based revenues in
recent years, but S&P still views the high revenue concentration
by a limited number of insurance carriers as a weakness, despite
the current relationship with 50 carriers who maintain nonstandard
auto insurance risk portfolios.

Confie Seguros will be acquiring the retail nonstandard auto
insurance distribution arm (Affirmative Retail) of Affirmative
Insurance Holdings Inc. (Affirmative) for a total of $120 million
($100 million in cash and $20 million in contingent
consideration).  The purchase of Affirmative Retail will increase
Confie Seguros's retail footprint by approximately 200 locations
and diversify the company's geographic locations into the Midwest
and Southeast of the U.S. The proposed platform acquisition will
establish Confie Seguros as the leading nonstandard automobile
independent agent with more than 521 retail agent locations.  It
will will further diversify its geographic locations (beyond the
historic concentration in California), give it a greater presence
in Texas, and establish a fundamental footprint in the Midwest and
Southeast U.S.

The outlook is stable.  S&P expects Confie Seguros to continue its
growth strategy and opportunistically implant store locations (via
acquisitions or self-build agency stores) in strategic locations.
S&P views the continued geographic expansion as a competitive
advantage for the company.

"We could lower the ratings during the next 12 months if the
company does not meet our expectations, is not disciplined or
successful in its acquisition strategy, or incurs additional debt
that is not supported by prospective operating earnings,"
Mr. Cohen continued.  "Conversely, if the company's operating
performance significantly exceeds our expectations, resulting in
lower leverage and higher financial flexibility, we would consider
raising the rating within the next 12 months.  This would be
demonstrated by total adjusted leverage (including the perpetual
preferred units) of 6.0x or less and adjusted EBITDA fixed-charge
coverage of 2.0x or more."


CORNERSTONE HOMES: Plan Approval Hearing Adjourned Sine Die
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of New York
adjourned to an undetermined date the combined hearing to consider
adequacy of information in the Disclosure Statement and the
confirmation of Cornerstone Homes, Inc.'s Chapter 11 Plan.  The
hearing scheduled for Sept. 6, 2013, was not held.

As reported in the Troubled Company Reporter on Aug 21, 2013,
Tracy Hope Davis, the U.S. Trustee for Region 2, objected to the
approval of the prepetition solicitation procedures, disclosure
statement and pre-packaged plan of reorganization filed by
Cornerstone Homes.  The U.S. Trustee argues that:

1. To date, the Debtor has not met its burden to demonstrate that
   its pre-petition solicitation procedures complied with
   applicable nonbankruptcy law, rules or regulations.

2. The Disclosure Statement is deficient and fails to meet
   the standards of containing "adequate information" set
   forth in 11 U.S.C. Section 1125(a).

The TCR reported on July 31, 2013, the Plan, negotiated prior to
the bankruptcy filing, has been accepted by holders of 96 percent
of unsecured creditors' claims.  The company owns 728 properties
and has 398 under contract.  Four secured lenders with $21.8
million in claims are to be paid in full and didn't vote on the
plan.  Unsecured creditors are chiefly noteholders with $14.5
million in claims.  For a 7 percent recovery, they will get a note
for $1 million, bearing 2 percent interest and maturing in 10
years.  The note will be paid from sale proceeds.

The Court also has extended until Nov. 27, the deadline for any
individual or entity to file proofs of claim against the Debtor.
Jan. 14, 2014, is set as the last day for filing proofs of claim
by governmental unit creditors.

                      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.


CRYOPORT INC: Elects Edward Zecchini to Board of Directors
----------------------------------------------------------
Cryoport, Inc., has elected Edward J. Zecchini to its Board of
Directors.  Mr. Zecchini is an established technology leader with
over 30 years of experience in the healthcare and information
technology industries.  With this appointment, the Cryoport Board
now has four members, of which three are independent directors,
including Mr. Zecchini.

"Ed's track record of translating business problems into
profitable software products and effective customer solutions will
be very valuable to Cryoport as we further expand and enhance our
technology-based software solutions," said Jerrell Shelton,
Cryoport's chief executive officer.  "Ed's in-depth understanding
of technologies, software, data warehousing, information
management and his experience in working in transformative
entrepreneurial environments are at the top of Ed's
qualifications.  We look forward to his contributions and his
verve for excellence."

Mr. Zecchini currently serves as executive vice president and
chief technology officer at Sandata Technologies, LLC, a leading
nationwide provider of information technology solutions to the
home healthcare industry.  Previously he held executive and senior
level positions with IT Analytics LLC, Touchstone Health
Partnership, HealthMarkets, Inc., Thomson Healthcare and
SportsTicker, Inc.

"I am pleased to be joining the Board and work with this excellent
team," said Mr. Zecchini.  "Cryoport's technology platform and
solutions are very impressive and have broad potential to solve
real problems in the cold chain logistics market.  I look forward
to bringing my technical and strategic perspective at the board
level to contribute to the future direction and growth of the
company."

Richard Rathmann, chairman of the Board, commented, "I have known
Ed for over twenty-five years.  His keen intellect and clarity of
analysis would be helpful serving on any board.  His software
expertise and technical know-how make him perfect for Cryoport as
we develop strategies to maximize assets and accelerate growth."

Mr. Zecchini holds a Bachelor of Arts degree from the State
University of New York.  He is a current director of Insur I.Q.
LLC.

As non-employee director, Mr. Zecchini will participate in the
Company's director compensation plan governed by the Compensation
Committee and has received an initial grant to purchase 100,000
shares of the Company's common stock pursuant to the Company's
2011 Stock Incentive Plan, upon joining the Board.  In addition,
Mr. Zecchini will receive cash compensation as non-employee
director in the amount of $40,000 annually and $8,000 annually for
his Nominating and Governance Committee Chairmanship.

                          About Cryoport

Lake Forest, Calif.-based CryoPort, Inc. (OTC BB: CYRX) provides
comprehensive solutions for frozen cold chain logistics, primarily
in the life science industries.  Its solutions afford new and
reliable alternatives to currently existing products and services
utilized for bio-pharmaceuticals and biologics, including in-vitro
fertilization, cell lines, vaccines, tissue and other commodities
requiring a reliable frozen solution.

KMJ Corbin & Company LLP, in Costa Mesa, California, issued a
"going concern" qualification on the consolidated financial
statements for the year ended March 31, 2013.  The independent
auditors noted that the Company has incurred recurring operating
losses and has had negative cash flows from operations since
inception.  Although the Company has cash and cash equivalents of
$563,104 at March 31, 2013, management has estimated that cash on
hand, which include proceeds from convertible bridge notes
received in the fourth quarter of fiscal 2013, will only be
sufficient to allow the Company to continue its operations into
the second quarter of fiscal 2014.  These matters raise
substantial doubt about the Company's ability to continue as a
going concern.

Cryoport incurred a net loss of $6.38 million for the year ended
March 31, 2013, as compared with a net loss of $7.83 million for
the year ended March 31, 2012.  The Company's balance sheet at
June 30, 2013, showed $1.66 million in total assets, $4.68 million
in total liabilities and a $3.02 million total stockholders'
deficit.


DESIGNLINE CORP: Can Borrow Up to $500,000 From Cyprus in Interim
-----------------------------------------------------------------
Judge J. Craig Whitley entered an interim order granting
DesignLine Corp., et al., permission to borrow up to %500,000 from
Cyrus Opportunities Master Fund Ltd., et al.

The Debtors are permitted to use the interim loan amount solely
for general corporate purposes and for costs of administering
their bankruptcy cases.  Specifically the Debtors will use the
proceeds to continue to liquidate their business.

The interim loan proceeds are to be used in accordance with a
prepared budget, a copy of which is available for free at:

    http://bankrupt.com/misc/DESIGNLINE_DIPBudgettruOct2013.pdf

In exchange for the Loan, the DIP lenders are granted liens on the
Debtors' assets, claims and causes of action, subject to a carve-
out for fees to be paid to the bankruptcy court clerk, the
bankruptcy administrator and bankruptcy professionals of the
Debtors and the unsecured creditors committee.  The DIP Loan
Obligations of the Debtors constitute allowed superpriority
administrative expense claims pursuant to Sec. 364(c)(1) of the
Bankruptcy Code.

The Debtors originally asked court approval for a $3 million
postpetition financing arranged with Cyprus.

A final hearing on the DIP Loan Motion will be held on Oct. 1,
2013, at 9:00 a.m. prevailing Eastern Time.

Counsel for the Cyprus Entities are:

          PEPPER HAMILTON LLP
          David B. Stratton, Esq.
          Hercules Plaza, Suite 5100
          1313 N. Market Street
          Wilmington, Delaware 19899
          Tel No: (302)777-6566
          E-mail: strattond@pepperlaw.com

               -- and --

          PEPPER HAMILTON LLP
          Kay S. Kress, Esq.
          4000 Town Center, Suite 1800
          Southfield, MI 48075
          Tel No: (248)359-7365
          E-mail: kressk@pepperlaw.com

               -- and --

          GRIER FURR & CRISP, PA
          Joseph W. Grier, III, Esq.
          101 North Tyron Street, Suite 1240
          Charlotte, NC 28246
          E-mail: jgrier@grierlaw.com

                         About DesignLine

DesignLine Corporation is a manufacturer of coach, electric and
range-extended electric (hybrid) buses founded in Ashburton, New
Zealand in 1985.  It was acquired by American interests in 2006,
and DesignLine Corporations' headquarters was relocated to
Charlotte, North Carolina.  DesignLine Corporation is no longer
affiliated with the DesignLine operations in New Zealand, which
was placed in liquidation in 2011

DesignLine Corporation and DesignLine USA LLC originally sought
Chapter 11 protection with the U.S. Bankruptcy Court for the
District of Delaware, with Lead Case Nos. 13-12089 and 13-12090,
on Aug. 15, 2013.  Katie Goodman signed the petitions as chief
restructuring officer.  The Debtors estimated assets and debts of
at least $10 million.  On Sept. 5, 2013, the case was transferred
to the U.S. Bankruptcy Court for the Western District of North
Carolina, under Case Nos. 13-31943 and 13-31944.

Mark D. Collins, Esq., and Michael Joseph Merchant, Esq., at
Richards, Layton & Finger, P.A., serve as the Debtors' counsel.
Terri L. Gardner, Esq., at Nelson Mullins Riley & Scarborough,
LLP, is the Debtors' general bankruptcy counsel.  The Debtors'
financial advisor is GGG Partners LLC.

A five-member unsecured creditors panel has been appointed in the
Debtors' cases.  Moon Wright & Houston PLLC and Benesch,
Friedlander, Coplan & Aronoff LLP are co-counsel to the Committee.


DETROIT, MI: Fitch Says GOs Likely to Default on October 1
----------------------------------------------------------
According to a new Fitch Ratings' report that encapsulates its
position on Detroit's unlimited tax general obligation (ULTGO),
limited tax general obligation (LTGO), certificates of
participation (COPs) and utility debt, Detroit's landmark
bankruptcy sets the stage to confirm or challenge basic premises
underlying municipal debt credit ratings.

'Fitch began signaling concern about Detroit with its rating
actions in 2005, and the bankruptcy was not unexpected. Detroit's
economy has been on decline for decades, management has exhibited
an unusual lack of cohesion and positive action, and fixed costs
have been growing,' said Amy Laskey, Managing Director.

Fitch downgraded the city's tax-supported debt and put the water
and sewer utility debt on Rating Watch Negative on June 14, 2013.
Three days later, after the city failed to make a debt service
payment on its COPs, Fitch lowered that rating to 'D'.

Fitch believes GO debt will not be paid as due on Oct. 1. If the
Oct. 1st debt service payment is missed, Fitch will downgrade both
the ULTGOs and LTGOs to 'D.'

The emergency manager's (EM) decision to treat ULTGO and LTGO
bonds and post-employment benefit payments as a single class of
creditor is at odds with Fitch's prior expectations.'

If pension benefits are not subject to adjustment in Chapter 9,
then the GO debt is effectively subordinated, clarifying the
priority of payments between GOs and pensions in a way that will
cause considerable concern.

'If the Detroit case signals a shift towards lumping these
obligations together and not levying taxes to support the
apparently affordable ULTGO debt already approved by taxpayers,
the outcome will lead Fitch to reconsider the impact on ratings,'
said Laskey.

However, Fitch believes there is substantial protection provided
to water and sewer debt as special revenue bonds under a Chapter 9
bankruptcy proceeding. This is reflected in Fitch's investment
grade ratings on that debt.

Fitch's 'BB' implied ULTGO rating on Detroit's home county of
Wayne reflects rapid deterioration in liquidity and budget
flexibility. Wayne County has limited flexibility to address its
structural deficits and faces short-term financing requirements in
a Michigan bond market made more challenging by the Detroit
bankruptcy.

Michigan Act 436's strong oversight is offset by the weak support
for Detroit bondholders. The city's bankruptcy filing demonstrates
that state intervention mechanisms do not preclude credit
deterioration or default.


DETROIT, MI: Defends Ch. 9 Bid Against Retirees' Objections
-----------------------------------------------------------
Law360 reported that Detroit's bid for Chapter 9 bankruptcy
protection doesn't conflict with the Michigan Constitution's
pensions clause, the city told a federal bankruptcy judge on Sept.
17 in response to objections by the committee representing the
city's public-sector retirees.

According to the report, in a brief, the city blasted the retiree
committee's assertion that Michigan Gov. Rick Snyder's
authorization for Detroit to file for Chapter 9 violated the
pensions clause of the Michigan Constitution, saying no action had
been taken against the retirees' pension rights.

                    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.

A nine-member official committee of retired workers was appointed
in the case.  The Retirees' Committee is represented by Dentons US
LLP.


DETROIT, MI: Says Kirkland Attorney Can't Testify in Syncora Row
----------------------------------------------------------------
Law360 reported that a Kirkland & Ellis LLP attorney who
represents bond insurer Syncora Guarantee Inc. in Detroit's
historic bankruptcy proceedings should not be allowed to testify
because she would abuse the attorney-client privilege, the city
told a Michigan bankruptcy judge on Sept. 16.

According to the report, undergoing the largest municipal
bankruptcy in American history, Detroit said that Kirkland
attorney Alexandra Schwarzman would be too selective about what
she will discuss, using a "gross misapplication of the attorney-
client privilege" to answer only questions beneficial to Syncora.

                    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.

A nine-member official committee of retired workers was appointed
in the case.  The Retirees' Committee is represented by Dentons US
LLP.


DETROIT, MI: Fitch Says GOs Likely to Default on October 1
----------------------------------------------------------
According to a new Fitch Ratings' report that encapsulates its
position on Detroit's unlimited tax general obligation (ULTGO),
limited tax general obligation (LTGO), certificates of
participation (COPs) and utility debt, Detroit's landmark
bankruptcy sets the stage to confirm or challenge basic premises
underlying municipal debt credit ratings.

'Fitch began signaling concern about Detroit with its rating
actions in 2005, and the bankruptcy was not unexpected. Detroit's
economy has been on decline for decades, management has exhibited
an unusual lack of cohesion and positive action, and fixed costs
have been growing,' said Amy Laskey, Managing Director.

Fitch downgraded the city's tax-supported debt and put the water
and sewer utility debt on Rating Watch Negative on June 14, 2013.
Three days later, after the city failed to make a debt service
payment on its COPs, Fitch lowered that rating to 'D'.

Fitch believes GO debt will not be paid as due on Oct. 1. If the
Oct. 1st debt service payment is missed, Fitch will downgrade both
the ULTGOs and LTGOs to 'D.'

The emergency manager's (EM) decision to treat ULTGO and LTGO
bonds and post-employment benefit payments as a single class of
creditor is at odds with Fitch's prior expectations.'

If pension benefits are not subject to adjustment in Chapter 9,
then the GO debt is effectively subordinated, clarifying the
priority of payments between GOs and pensions in a way that will
cause considerable concern.

'If the Detroit case signals a shift towards lumping these
obligations together and not levying taxes to support the
apparently affordable ULTGO debt already approved by taxpayers,
the outcome will lead Fitch to reconsider the impact on ratings,'
said Laskey.

However, Fitch believes there is substantial protection provided
to water and sewer debt as special revenue bonds under a Chapter 9
bankruptcy proceeding. This is reflected in Fitch's investment
grade ratings on that debt.

Fitch's 'BB' implied ULTGO rating on Detroit's home county of
Wayne reflects rapid deterioration in liquidity and budget
flexibility. Wayne County has limited flexibility to address its
structural deficits and faces short-term financing requirements in
a Michigan bond market made more challenging by the Detroit
bankruptcy.

Michigan Act 436's strong oversight is offset by the weak support
for Detroit bondholders. The city's bankruptcy filing demonstrates
that state intervention mechanisms do not preclude credit
deterioration or default.


DEVONSHIRE PGA: Owners of Senior Care Facilities Seek Chapter 11
----------------------------------------------------------------
Operators of assisted living facilities sought Chapter 11
bankruptcy in U.S. Bankruptcy Court in Wilmington, Delaware on
Sept. 19, 2013.

According to a Reuters report, Chatsworth PGA Properties LLC
(Bankr. D. Del. Case No. 13-12457) estimated liabilities of
between $100 million and $500 million, and assets of up to
$10 million.  Chatsworth PGA Properties provides assisted living
services for the elderly.  It also offers nursing and dementia
care.  Three affiliated entities also sought bankruptcy
protection, according to Reuters.

Michael Bathon, writing for Bloomberg News, reports that
Devonshire PGA Holdings LLC (Case No. 13-12460), the owner of an
assisted-living facility in Florida, and based in Palm Beach
Gardens, estimated under $50,000 in assets and up to $50 million
in debts.  Another entity, Devonshire at PGA National LLC,
estimated more than $100 million in both assets and debt.

Bloomberg reports that the companies have filed a restructuring
plan that gives ownership to the lenders in exchange for debt.
Devonshire intends to implement a consensual restructuring and
will seek an "expeditious exit from Chapter 11 protection,"
according to court documents. Residents and unsecured creditors
won't be affected, the Bloomberg report says.

According to Bloomberg, the company said in court papers that the
value of the assets is "substantially less" than secured debt, so
the reorganization plan "presents the best chance for any recovery
for creditors."

Bloomberg notes secured lender ELP West Palm LLC supports the plan
and will get all of the reorganized company's equity.  Mezzanine
lender HJSI Devonshire II LLC will get a $3 million payment under
the plan.

Bloomberg, citing court documents, recounts Devonshire defaulted
on its secured first-lien loan and owed ELP about $158.4 million
in principal and interest as of Sept. 1.  The company owed about
$20.2 million on its defaulted mezzanine loan as of Sept. 11.
HJSI acquired all of Devonshire's equity, which was pledged as
collateral for the mezzanine loan, in a Sept. 12 foreclosure sale
offering forgiveness of about $17.1 million of the debt, court
papers show.


EARL GAUDIO: Committee Taps Rubin & Levin as Counsel
----------------------------------------------------
The Official Unsecured Creditors' Committee of Earl Gaudio & Son,
Inc., will appear before the Honorable Gerald D. Fines, of the
U.S. Bankruptcy Court for the Central District of Illinois on Oct.
3, 2013, at 9:00 a.m., to seek authorization to employ Rubin &
Levin, P.C., as counsel for the Committee.

To the best of the Committee's knowledge, Rubin & Levin does not
have any connection to the Debtor, the Debtor's estate, the
Debtor's creditors, any other party in interest, their respective
attorneys and accountants, the United States trustee, or any
person employed in the office of the United States trustee
concerning matters upon which the firm is being retained.

Rubin & Levin currently charges at these hourly rates:

         Elliott D. Levin, Partner           $450
         James E. Rossow Jr., Partner        $375
         Edward R. Cardoza, Of Counsel       $350
         Christopher M. Trapp, Associate     $325
         Jonathan M. Dickey, Associate       $300
         Paraprofessionals                   $150

The firm will provide these professional services:

    1. Giving the Committee legal advice with respect to its
duties and powers in connection with the operation of the business
and sale of the property of the Debtor;

    2. Examining the conduct of the Debtor's affairs and the
causes of its inability to pay its debts as they mature;

    3. Conducting the examinations of officers and employees of
the Debtor, and of other witnesses in order to determine facts as
to the proposed sale of the Debtor's property;

    4. Assisting the Committee in negotiating with the Debtor
concerning the terms of any proposed Plan;

    5. Performing all other legal services for the Committee which
be necessary; and

    6. Review and examination of secured creditor claims,
including the amount, extent, validity, and priority of liens,
claims, and encumberances.

Earl Gaudio & Son, Inc., filed a Chapter 11 petition (Bankr. C.D.
Ill. Case No. 13-90942) on July 19, 2013.  The petition was signed
by Angela E. Major Hart, as authorized signer of First Midwest
Bank, custodian.  Judge Gerald D. Fines presides over the case.
The Debtor estimated assets of at least $10 million and debts of
at least $1 million.  John David Burke, Esq., and Ben T. Caughey,
Esq., at Ice Miller, LLP, serve as the Debtor's counsel.

Evans, Forehlich, Beth & Chamley is the proposed local counsel for
the Official Committee of Unsecured Creditors of the Debtor.


EARL GAUDIO: Obtains Final Authority to Use Cash Collateral
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
entered on Sept. 5, 2013, a final order authorizing Earl Gaudio &
Son, Inc., to use cash collateral wherever such cash collateral
may be located, to among other things, pay operating expenses,
including employee wages and salaries, satisfy other working
capital needs and pay the costs and expenses of operating in the
Chapter 11 case.

As adequate protection, the secured creditors are granted
replacement liens in the post-petition property of the Debtors of
the same nature and to the same extent that the Secured Creditors
had in the applicable prepetition collateral as of the Petition
Date, including, but not limited to, postpetition inventory,
equipment and receivables.

The Bankruptcy Court also authorized Debtor, on a final basis, to
obtain postpetition financing in the amount of $375,000 with
interest being accrued on all amounts actually funded by the DIP
Lender at the rate of 5% per annum.

All indebtedness or obligations of the Debtor to the DIP Lender
incurred on or after the Petition Date pursuant to this Court's
authorization will be secured by a super priority lien on all
post-petition assets of the Debtor, including but not limited to
all accounts receivables of the Debtor billed for and paid (up to
the DIP Financing amount) after the Petition Date and all of the
Debtor's causes of action and any avoidance actions under Sections
544, 545, 547, 548, 549, 550 or 553 of the Bankruptcy Code.  The
Liens and Superpriority Claims granted to the DIP Lender pursuant
to the Interim Order and Final Order will be subject and
subordinate to a carve-out for: (i) amounts payable to the United
States Trustee pursuant to 28 U.S.C. Section 1930(a); and (ii) the
payment of unpaid professional fees of professionals employed by
the estate in an amount equal to $150,000.

According to the Order, the DIP Lender has no obligation extend
additional funds.  "To the extent that the Debtor seeks additional
funds beyond those that have been advanced by the DIP Lender, the
Debtor must obtain written consent from the Committee and provide
notice and the opportunity to object to the Secured Creditors."

Earl Gaudio & Son, Inc., filed a Chapter 11 petition (Bankr. C.D.
Ill. Case No. 13-90942) on July 19, 2013.  The petition was signed
by Angela E. Major Hart, as authorized signer of First Midwest
Bank, custodian.  Judge Gerald D. Fines presides over the case.
The Debtor estimated assets of at least $10 million and debts of
at least $1 million.  John David Burke, Esq., and Ben T. Caughey,
Esq., at Ice Miller, LLP, serve as the Debtor's counsel.

Evans, Forehlich, Beth & Chamley is the proposed local counsel for
the Official Committee of Unsecured Creditors of the Debtor.


EASTMAN KODAK: Gets Extension to File Post-Confirmation Timetable
-----------------------------------------------------------------
U.S. Bankruptcy Judge Allan Gropper gave Eastman Kodak Co. until
Sept. 30 to file its proposed order containing a post-confirmation
timetable.  The Company officially emerged from Chapter 11
protection on Sept. 3, 2013.  Kodak had said it needs additional
time to develop a timetable as required by Rule 3021-1(a) of the
Local Bankruptcy Rules for the Southern District of New York given
the complexity of its case.

                         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.

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.

Eastman Kodak emerged from bankruptcy after its First Amended
Joint Chapter 11 Plan of Reorganization became effective on Sept.
3, 2013.

Kodak reorganized the business by keeping its commercial printing
business and selling various assets.  Kodak completed the $527
million sale of digital-imaging technology in February 2013.
Kodak also spun off its personalized imaging and document
Imaging businesses to Kodak Pension Plan, a longstanding pension
plan of Kodak's U.K. subsidiary.

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


EASTMAN KODAK: Wins Court Approval to Settle Dispute With GOT
-------------------------------------------------------------
Eastman Kodak Co. won court approval of its agreement with Global
OLED Technology LLC to settle their dispute over the transfer of
Kodak patents.

The transfer of patents was part of the purchase agreement made
between Kodak and a group of tech firms led by LG Display Co.,
Ltd. in 2009.  Global OLED was the assignee of the LG-led group
under the 2009 deal.

Under the deal, Kodak will keep 15 of the 18 patents that Global
OLED claimed should have been also transferred to the tech firm.
The three remaining patents will be transferred to Global OLED.

The agreement requires Global OLED to dismiss its lawsuit for
declaratory judgment against Kodak, which it filed last year to
prove that it acquired the disputed patents.  The tech firm also
agreed to drop its claim against Kodak tied to the 2009 deal.

In connection with the settlement, Kodak also received the green
light from U.S. Bankruptcy Judge Allan Gropper to assume a 1995
licensing agreement with Pioneer Electronic Corp., and assign it
to Global OLED.

                         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.

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.

Eastman Kodak emerged from bankruptcy after its First Amended
Joint Chapter 11 Plan of Reorganization became effective on Sept.
3, 2013.

Kodak reorganized the business by keeping its commercial printing
business and selling various assets.  Kodak completed the $527
million sale of digital-imaging technology in February 2013.
Kodak also spun off its personalized imaging and document
Imaging businesses to Kodak Pension Plan, a longstanding pension
plan of Kodak's U.K. subsidiary.

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


EASTMAN KODAK: Signs Deal With Calif. Tax Board to Settle Claims
----------------------------------------------------------------
Eastman Kodak Co. signed an agreement to settle the claims of the
State of California Franchise Tax Board against the company and
its subsidiaries.

Under the deal, CFTB can assert a priority claim in the amount of
$4.13 million, and a general unsecured claim in the amount of
$102,094 against Kodak.  In exchange, CFTB agreed to drop its
claims against FPC Inc., Kodak Imaging Network Inc., Laser-Pacific
Media Corp., NPEC Inc. and Qualex Inc.

In case the claim asserted by CFTB against Kodak is not timely
paid in accordance with the company's Chapter 11 plan, its claims
against the five other Kodak units will be reinstated and allowed
in the total amount of $917,598.  The agreement can be accessed
for free at http://is.gd/H9ervx

                         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.

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.

Eastman Kodak emerged from bankruptcy after its First Amended
Joint Chapter 11 Plan of Reorganization became effective on Sept.
3, 2013.

Kodak reorganized the business by keeping its commercial printing
business and selling various assets.  Kodak completed the $527
million sale of digital-imaging technology in February 2013.
Kodak also spun off its personalized imaging and document
Imaging businesses to Kodak Pension Plan, a longstanding pension
plan of Kodak's U.K. subsidiary.

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


EASTMAN KODAK: Signs Deal With Rochester to Assume 7 Contracts
--------------------------------------------------------------
Eastman Kodak Co. entered into a deal under which the company
agreed to take over seven of its existing contracts with Rochester
Silver Works LLC.

Under the deal, Rochester agreed that Kodak has already cured all
defaults under the contracts to be assumed, and that no amount is
required to be paid by the company in connection with the
assumption of those contracts.

Rochester also agreed that Kodak has cured all defaults under
their contracts dated Sept. 30, 2011, which have to be assigned to
RED Rochester LLC, the company that bought Kodak's utility
operations at Eastman Business Park.

The deal is formalized in a stipulation dated Sept. 17, which can
be accessed for free at http://is.gd/4CsfYp

                         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.

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.

Eastman Kodak emerged from bankruptcy after its First Amended
Joint Chapter 11 Plan of Reorganization became effective on Sept.
3, 2013.

Kodak reorganized the business by keeping its commercial printing
business and selling various assets.  Kodak completed the $527
million sale of digital-imaging technology in February 2013.
Kodak also spun off its personalized imaging and document
Imaging businesses to Kodak Pension Plan, a longstanding pension
plan of Kodak's U.K. subsidiary.

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


EDISON MISSION: Bankruptcy Judge Sides With Co. in Chevron Row
--------------------------------------------------------------
Law360 reported that bankrupt Edison Mission Energy can keep its
shares of a pair of energy joint ventures with affiliates of
Chevron Corp., as an Illinois bankruptcy judge found on Sept. 16
that EME's Chapter 11 filing doesn't constitute an act of default
under the partnership agreements.

According to the report, Judge Jacqueline P. Cox granted a motion
by EME's debtor affiliates Western Sierra Energy Co. and Southern
Sierra Energy Co. to maintain partnership agreements with the
Chevron affiliates for steam/electricity cogeneration projects in
Bakersfield, Calif.  Chevron had objected to EME's subsidiaries
assuming the agreements, the report related.

                        About Edison Mission

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

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

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

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

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

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

The Debtors other than Camino Energy Company are represented by:

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

               - and -

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

Counsel to Debtor Camino Energy Company is:

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

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

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

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


EMPRESAS INTEREX: PRAPI Seeks to Block Use of Cash Collateral
-------------------------------------------------------------
PR ASSET PORTFOLIO 2013-1 INTERNATIONAL, LLC or PRAPI, a secured
creditor of Empresas Interex Inc., submitted an urgent motion with
the Bankruptcy Court seeking entry of an order prohibiting the
Debtor from using PRAPI's cash collateral.  PRAPI also wants the
Debtor to provide adequate protection.

The Debtor currently generates cash from five known leases of
certain real property listed as property of the estate.  The
Debtor's obligations are secured by real property mortgages and a
collateral assignment of rents that cover, among other interests,
"rents due" from the subject realty.  The rents from the Debtor's
realty are the Debtor's principal source of cash.

PRAPI contends the rent being collected by the Debtor on a monthly
basis since the filing of the case constitute PRAPI's cash
collateral.  PRAPI does not consent to any use of its Cash
Collateral and, accordingly, should not be forced to continue to
bear the risk of its erosion.  It said the Debtor has no right to
use the Cash Collateral, and all such Cash Collateral should be
forthwith turned over to PRAPI.

PRAPI also asks the Court to grant it adequate protection on an
emergency basis by:

   a. granting a first priority replacement lien on all of the
      Debtor's post-petition assets;

   b. requiring an accounting of all Cash Collateral received by
      or for the benefit of the Debtor since the Petition Date;

   c. requiring that any Cash Collateral or property of PRAPI that
      is in the possession, custody or control of the Debtor or
      any of the insiders of the Debtor (as such term is defined
      in 11 U.S.C. Sec. 101) including but not limited to the
      $90,375.30 in Debtor's bank account as of August 31, 2013,
      be turned over to PRAPI, whether now existing or hereafter
      created, within the later of: (i) five days from date
      hereof; or (ii) five days of receipt; and

   d. prohibiting the Debtor from using any Cash Collateral of
      PRAPI unless otherwise ordered by the Court.

Attorneys for PR Asset Portfolio can be reached at:

         Ubaldo M. Fernandez, Esq.
         Barbara M. Sabat Lafontaine, Esq.
         O'NEILL & BORGES LLC
         American International Plaza
         250 Munoz Rivera Ave., Ste. 800
         San Juan, PR 00918-1813
         Telephone: 787-764-8181
         Fax: 787-753-8944
         E-mail: Ubaldo.Fernandez@oneillborges.com
                 Barbara.Sabat@oneillborges.com

                     About Empresas Interex Inc.

San Juan, Puerto Rico-based Empresas Interex Inc. is engaged in
the development, construction, and lease of real estate.  One of
the Debtor's construction project is known as Ciudad Atlantis at
Hato Bajo Ward, Arecibo, Puerto Rico.

Empresas Interex filed for Chapter 11 bankruptcy (Bankr. D.P.R.
Case No. 11-10475) on Dec. 7, 2011.  Bankruptcy Judge Mildred
Caban Flores presides over the case.  The company disclosed
$11,412,500 in assets and $9,335,561 in liabilities.  The Debtor
is represented by Charles A. Cuprill P.S.C. Law Offices.


ENDICOTT INTERCONNECT: Committee Opposes Credit Bidding
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Endicott Interconnect Technologies Inc.'s official
unsecured creditors' committee claims that the company can't be
purchased by insiders using a credit bid.  Endicott will be sold
at auction on Sept. 24.

According to the report, bids were due Sept. 19.  The hearing to
approve the sale is set for Sept. 26.  The first bid of $250,000
is coming come from an insider group including a company owned by
minority shareholder James T. Matthews.  In addition to cash, he
would assume a $6.1 million secured term loan which he already
owns.  About $10 million is owing on two other secured loans.  The
Matthews group intends to make a credit bid, paying for the
business by using secured debt rather than cash.

The report notes that the committee, in its Sept. 16 papers, said
it performed an investigation and believes Matthews and the groups
are liable for receipt of preferences and fraudulent transfers.
The debt should be recharacterized as equity, the committee said.
The committee's papers don't lay out facts supporting its
conclusions.  The panel's members promised to file a lawsuit by
Sept. 23 giving details on the claims.  The report relates that
the bankruptcy judge scheduled an expedited hearing tomorrow to
determine if the group can credit bid.

The report relates that alternatively, the creditors want the
group to put cash in escrow in case the court later decides a
credit bid was improper.  Previously, the committee said there
could be $20.8 million in claims against insiders.

                    About Endicott Interconnect

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

The business will be sold at auction on Sept. 24. Bids are due
Sept. 19. The hearing to approve sale is set for Sept. 26.  The
first bid of $250,000 is coming come from an insider group.  The
purchase offer is from company owned by minority shareholder James
T. Matthews. In addition to the cash, he would assume a $6.1
million secured term loan of which he is already the owner.  There
is about $10 million owing on two other secured loans.

The official creditors' committee said there could be
$20.8 million in claims to bring against insiders.  In August, the
judge authorized the committee to conduct an investigation of the
insiders.


ENDICOTT INTERCONNECT: Creditors Challenge $16MM in Secured Debt
----------------------------------------------------------------
Stephanie Gleason, writing for DBR Small Cap, reported that the
committee representing Endicott Interconnect Technologies Inc.'s
unsecured creditors has raised concerns about $ 16.1 million in
secured debt, the holders of which are likely to try to exchange
that debt to purchase the company at auction next week.

According to the report, secured creditors and insiders James
Matthews, who owns a company called Integrian Holdings LLC,
William Maines and David Maines, used their "control and
influence...to cause the Debtors to make preferential transfers"
to them, breaching fiduciary duties, the committee said in
documents filed on Sept. 16 with the U.S. Bankruptcy Court in
Utica, N.Y.

The claims could be "recharacterized, subordinated, or disallowed
and expunged," the committee said, the report related.  As a
result, the parties shouldn't be allowed to use forgiveness of
these claims to purchase Endicott Interconnect, which is set to
hit the auction block on Sept. 24. This exchange is often referred
to as a credit bid.

The committee has requested that the court hear its motion as soon
as possible and ahead of the auction, the report said.  A hearing
hasn't been scheduled yet.

Endicott Interconnect, based in Endicott, N.Y., was spun off from
International Business Machines Corp. in 2002, the report
recalled.  At that time, local businessmen -- James Matthews Sr.
of MATCO Electronics Group (the father of Integrain owner James
Matthews) and Messrs. Maines of Maines Paper and Food Service --
stepped in as backers for the new company, according to a Reuters
report from 2002. William Maines was named president.

                    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.

The business will be sold at auction on Sept. 24. Bids are due
Sept. 19. The hearing to approve sale is set for Sept. 26.  The
first bid of $250,000 is coming come from an insider group.  The
purchase offer is from company owned by minority shareholder James
T. Matthews. In addition to the cash, he would assume a $6.1
million secured term loan of which he is already the owner.  There
is about $10 million owing on two other secured loans.

The official creditors' committee said there could be
$20.8 million in claims to bring against insiders.  In August, the
judge authorized the committee to conduct an investigation of the
insiders.


EXIDE TECHNOLOGIES: Incentive Plan Approved
-------------------------------------------
BankruptcyData reported that the U.S. Bankruptcy Court approved
Exide Technologies' motion to implement its key employee incentive
plan.

As previously reported, "At this incipient stage of the
restructuring process, it is critical to ensure that those
employees who drive the economic success of the Debtor's
enterprise are appropriately compensated and incentivized to
deliver superlative results. In this regard, after substantial
deliberation and consultation with compensation experts from
Mercer (US), Inc. ('Mercer'), the Organization and Compensation
Committee (the 'Compensation Committee') of the Debtor's board of
directors (the 'Board') recommended, and the full Board approved,
the three employee compensation plans (collectively, the 'Employee
Compensation Plans') that are the subject of this Motion: the 2014
Annual Incentive Plan (the 'AIP'); the Key Employee Incentive Plan
(the 'KEIP'); and the Non-Insider Key Employee Retention Plan (the
'KERP')."

                     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.


EXIDE TECHNOLOGIES: Bonuses, BMW Agreement Get Court Approval
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Exide Technologies, a maker of lead-acid batteries,
received court authorization for bonus programs covering higher
and lower-level executives and managers.

According to the report, the bankruptcy judge in Delaware also
approved an agreement to terminate a supplier relationship with
BMW of North America LLC dating to 2006.  The annual incentive
plan covers 725 employees.  The key employee incentive plan is
for 55.  A key employee retention plan covers another 51 and would
cost about $2 million.

The report notes that the programs would cost $16.1 million in
bonuses if target levels are reached for earnings before interest,
taxes, depreciation and amortization, and free cash flow.  BMW had
given notice of termination of the supply contract, claiming the
action was in accord with the parties' agreement.  Milton,
Georgia-based Exide took the position that BMW was compelled by
the contract to buy branded inventory remaining on hand.

The report relates that the settlement, approved by the judge on
Sept. 17, has BMW paying $3 million for three months of inventory.
The contract otherwise is terminated, and BMW will have no claim
in the Exide bankruptcy.  Exide is in bankruptcy for a second
time.  The new bankruptcy is a consequence of higher costs for
lead and the loss of a large customer.  The petition listed assets
of $1.89 billion and debt totaling $1.14 billion.  Liabilities for
borrowed money are $886.9 million.  Unsecured debt owing to trade
suppliers and others is $103.5 million, according to a court
filing.

                     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.


FAIRMONT GENERAL: Sec. 341 Creditors' Meeting Set for Oct. 31
-------------------------------------------------------------
The Office of the U.S. Trustee will convene a meeting of creditors
pursuant to 11 U.S.C. 341(a) in the Chapter 11 cases of Fairmont
General Hospital Inc., et al., on Oct. 31, 2013, at 10:00 a.m.
The meeting will be held at U.S. Bankruptcy Court- Division
Office, Northern District of West Virginia, 324 West Main Street
- Edel Building, Clarksburg WV 26301.

                     About Fairmont General

Fairmont General Hospital Inc. and Fairmont Physicians, Inc.,
which operate a 207-bed acute-care facility in Fairmont, West
Virginia, sought Chapter 11 bankruptcy protection (Bankr. N.D.
W.Va. Case No. 13-01054) on Sept. 3, 2013, listing between $10
million and $50 million in both assets and debts.

The fourth-largest employer in Marion County, West Virginia, filed
for bankruptcy as it looks to partner with another hospital or
health system.

The Debtors are represented by Rayford K. Adams, III, Esq., at
Spilman Thomas & Battle, PLLC, in Winston-Salem, North Carolina;
David R. Croft, Esq., at Spilman Thomas & Battle, PLLC, in
Wheeling, West Virginia, and Michael S. Garrison, Esq., at Spilman
Thomas & Battle, PLLC, in Morgantown, West Virginia.  The Debtors'
financial analyst is Gleason & Associates, P.C.  The Debtors'
claims and noticing agent is Epiq Bankruptcy Solutions.


FAIRMONT GENERAL: Wins Interim OK to Hire Gleason & Associate
-------------------------------------------------------------
Fairmont General Hospital Inc. et al. sought and obtained interim
approval from the U.S. Bankruptcy Court to employ Gleason &
Associates P.C. as financial analyst.

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

                     About Fairmont General

Fairmont General Hospital Inc. and Fairmont Physicians, Inc.,
which operate a 207-bed acute-care facility in Fairmont, West
Virginia, sought Chapter 11 bankruptcy protection (Bankr. N.D.
W.Va. Case No. 13-01054) on Sept. 3, 2013, listing between $10
million and $50 million in both assets and debts.

The fourth-largest employer in Marion County, West Virginia, filed
for bankruptcy as it looks to partner with another hospital or
health system.

The Debtors are represented by Rayford K. Adams, III, Esq., at
Spilman Thomas & Battle, PLLC, in Winston-Salem, North Carolina;
David R. Croft, Esq., at Spilman Thomas & Battle, PLLC, in
Wheeling, West Virginia, and Michael S. Garrison, Esq., at Spilman
Thomas & Battle, PLLC, in Morgantown, West Virginia.  The Debtors'
financial analyst is Gleason & Associates, P.C.  The Debtors'
claims and noticing agent is Epiq Bankruptcy Solutions.


FAIRMONT GENERAL: Gets Interim Approval to Hire Spilman Thomas
--------------------------------------------------------------
Fairmont General Hospital Inc. et al., sought and obtained interim
approval from the U.S. Bankruptcy Court to employ Spilman Thomas &
Battle, PLLC as attorneys.

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

                     About Fairmont General

Fairmont General Hospital Inc. and Fairmont Physicians, Inc.,
which operate a 207-bed acute-care facility in Fairmont, West
Virginia, sought Chapter 11 bankruptcy protection (Bankr. N.D.
W.Va. Case No. 13-01054) on Sept. 3, 2013, listing between $10
million and $50 million in both assets and debts.

The fourth-largest employer in Marion County, West Virginia, filed
for bankruptcy as it looks to partner with another hospital or
health system.

The Debtors are represented by Rayford K. Adams, III, Esq., at
Spilman Thomas & Battle, PLLC, in Winston-Salem, North Carolina;
David R. Croft, Esq., at Spilman Thomas & Battle, PLLC, in
Wheeling, West Virginia, and Michael S. Garrison, Esq., at Spilman
Thomas & Battle, PLLC, in Morgantown, West Virginia.  The Debtors'
financial analyst is Gleason & Associates, P.C.  The Debtors'
claims and noticing agent is Epiq Bankruptcy Solutions.


FAIRWEST ENERGY: Defaults Under Debtor-In-Possession Financing
--------------------------------------------------------------
FairWest Energy Corporation disclosed that on September 17, 2013,
Supreme Group Inc. served FairWest with a demand letter and Notice
of Intention to Enforce Security pursuant to subsection 244(1) of
the Bankruptcy and Insolvency Act in respect of amounts owing to
SGI by FairWest under the debtor-in-possession financing provided
by SGI to FairWest.

SGI has provided DIP Financing to FairWest since FairWest
commenced proceedings under the Companies' Creditors Arrangement
Act on December 12, 2012.  On July 16, 2013, the Court of Queen's
Bench of Alberta approved certain amendments to the DIP Financing,
including additional events of default which, if triggered, could
result in SGI withdrawing its funding from FairWest.

The DIP Financing provided that it was an event of default if, on
or before September 1, 2013, (i) the Alberta Energy Regulator had
not consented to the transfer of licenses for the licensed wells
and facilities included in SGI's offer submitted pursuant to the
Sale and Investment Solicitation Process approved by the Court on
March 19, 2013 and (ii) no order had been made by the Court on
notice to the AER approving the Offer.  Consent was not obtained
from the AER and no order was made by the Court by September 1,
2013.

The Demand Letter requires FairWest to repay the amount of
$1,836,510.98 plus all additional accrued and unpaid interest,
fees and costs due under the DIP Financing.  If payment or other
arrangements satisfactory to SGI for payment cannot be made, SGI
will take such further steps as it deems necessary to recover the
amounts owing, which could include the appointment of a receiver
over the property, assets and undertakings of FairWest.

                       About FairWest Energy

FairWest is a Calgary, Alberta based junior oil and gas company
engaged in the acquisition, exploration, development and
production of crude oil, natural gas and natural gas liquids in
the provinces of Alberta and Saskatchewan.

FairWest an Initial Order on Dec. 12, 2012 from the Court of
Queen's Bench of Alberta granting relief to FairWest under the
Companies' Creditors Arrangement Act ("CCAA") and appointing
PricewaterhouseCoopers Inc. as the monitor.


FIBERTOWER CORP: Files Plan to Give Noteholders Ownership
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that FiberTower Corp. filed a reorganization plan this
week where holders of the remaining $98 million in first-lien
notes due in 2016 would take ownership, other creditors receive
nothing, and the company continues litigating with the aim of
recovering frequency licenses the U.S. Federal Communications
Commission terminated last year.

According to the report, the holders of the notes, paid down
almost $34 million, are projected to have a recovery ranging from
5.3 percent to 7.6 percent, according to the accompanying
disclosure statement.  If the $34 million paydown is included, the
noteholders will have recovered 30.9 percent to 33.2 percent.

The report notes that holders of $30 million in convertible notes
due in 2012 are to receive nothing because their liens are
subordinate to the 2016 notes.  Similarly, unsecured creditors
with claims ranging from $4.4 million to $12.2 million are to have
no dividend from bankruptcy.  FiberTower has 49 remaining licenses
and is in litigation with the FCC to take back 691 licenses the
commission terminated last year because the company hadn't
developed them.

Katy Stech, writing for DBR Small Cap, reported that under the
Plan, bondholders are poised to take control of FiberTower,
putting them in a spot to press federal regulators to reconsider
their decision to cut the company's license to use wireless
network spectrum in major U.S. cities.

                      About FiberTower Corp.

FiberTower Corporation, FiberTower Network Services Corp.,
FiberTower Licensing Corp., and FiberTower Spectrum Holdings
LLC filed for Chapter 11 protection (Bankr. N.D. Tex. Case Nos.
12-44027 to 12-44031) on July 17, 2012, together with a plan
support agreement struck with prepetition secured noteholders.

FiberTower is an alternative provider of facilities-based backhaul
services, principally to wireless carriers, and a national
provider of millimeter-band spectrum services.  Backhaul is the
transport of voice, video and data traffic from a wireless
carrier's mobile base station, or cell site, to its mobile
switching center or other exchange point.  FiberTower provides
spectrum leasing services directly to other carriers and
enterprise clients, and also offer their spectrum services through
spectrum brokerage arrangements and through fixed wireless
equipment partners.

FiberTower's significant asset is the ownership of a national
spectrum portfolio of 24 GHz and 39 GHz wide-area spectrum
licenses, including over 740 MHz in the top 20 U.S. metropolitan
areas and, in the aggregate, roughly 1.72 billion channel pops
(calculated as the number of channels in a given area multiplied
by the population, as measured in the 2010 census, covered by
these channels).  FiberTower believes the Spectrum Portfolio
represents one of the largest and most comprehensive collections
of millimeter wave spectrum in the U.S., covering areas with a
total population of over 300 million.

As of the Petition Date, FiberTower provides service to roughly
5,390 customer locations at 3,188 deployed sites in 13 markets
throughout the U.S.  The fixed wireless portion of these hybrid
services is predominantly through common carrier spectrum in the
11, 18 and 23 GHz bands.  FiberTower's biggest service markets are
Dallas/Fort Worth and Washington, D.C./Baltimore, with additional
markets in Atlanta, Boston, Chicago, Cleveland, Denver, Detroit,
Houston, New York/New Jersey, Pittsburgh, San Antonio/Austin/Waco
and Tampa.

As of June 30, 2012, FiberTower's books and records reflected
total combined assets, at book value, of roughly $188 million and
total combined liabilities of roughly $211 million.  As of the
Petition Date, FiberTower had unrestricted cash of roughly $23
million.  For the six months ending June 30, 2012, FiberTower had
total revenue of roughly $33 million.  With the help of FTI
Consulting Inc., FiberTower's preliminary valuation work shows
that the Company's enterprise value is materially less than $132
million -- i.e., the approximate principal amount of the 9.00%
Senior Secured Notes due 2016 outstanding as of the Petition Date.
The preliminary valuation work is based upon the assumption that
FiberTower's spectrum licenses will not be terminated.  Fibertower
Spectrum disclosed $106,630,000 in assets and $175,501,975 in
liabilities as of the Chapter 11 filing.

Judge D. Michael Lynn oversees the Chapter 11 case.  Lawyers at
Andrews Kurth LLP serve as the Debtors' lead counsel.  Lawyers at
Hogan Lovells and Willkie Farr and Gallagher LLP serve as special
FCC counsel.  FTI Consulting serve as financial advisor.  BMC
Group Inc. serve as claims and noticing agent.  The petitions were
signed by Kurt J. Van Wagenen, president.

Wells Fargo Bank, National Association -- as indenture trustee and
collateral agent to the holders of 9.00% Senior Secured Notes due
2016 owed roughly $132 million as of the Petition Date -- is
represented by Eric A. Schaffer, Esq., at Reed Smith LLP.  An Ad
Hoc Committee of Holders of the 9% Secured Notes Due 2016 is
represented by Kris M. Hansen, Esq., and Sayan Bhattacharyya,
Esq., at Stroock & Stroock & Lavan LLP.  Wells Fargo and the Ad
Hoc Committee also have hired Stephen M. Pezanosky, Esq., and Mark
Elmore, Esq., at Haynes and Boone, LLP, as local counsel.

U.S. Bank, National Association -- in its capacity as successor
indenture trustee and collateral agent to holders of the 9.00%
Convertible Senior Secured Notes due 2012, owed $37 million as of
the Petition Date -- is represented by Michael B. Fisco, Esq., at
Faegre Baker Daniels LLP, as counsel and J. Mark Chevallier, Esq.,
at McGuire Craddock & Strother PC as local counsel.

William T. Neary, the U.S. Trustee for Region 6 appointed five
members to the Official Committee of Unsecured Creditors in the
Debtors' cases.  The Committee is represented by Otterbourg,
Steindler, Houston & Rosen, P.C., and Cole, Schotz, Meisel, Forman
& Leonard, P.A.  Goldin Associates, LLC serves as its financial
advisors.

In May 2013, FiberTower sought and obtained Court authority to
sell their telecommunications equipment and employ American
Communications, LLC, as telecommunications equipment reseller.
According to the Debtors, the telecommunications equipment, which
was a part of their backhaul business, is no longer necessary in
the conduct of their business.  They, however, believe that the
equipment may have resale value that would benefit their estates.

In February 2013, FiberTower filed with the Court a motion to sell
assets that are primarily utilized by the Debtors to provide
wireless backhaul services in the State of Ohio to Cellco
Partnership (dba Verizon Wireless) free and clear for $1.5
million.  Verizon Wireless will also pay the pre-closing, monthly
operating costs incurred by the Debtors in connection with
operating the business in an amount not to exceed $258,000 per
month and a monthly fee of $20,000 for certain transition services
relating to the assets following the closing.


FIRSTPLUS FINANCIAL: Purported Mafia Wife Cops Plea in Takeover
---------------------------------------------------------------
Law360 reported that the wife of reputed mafia figure Nicodemo
Scarfo pled guilty on Sept. 17 in New Jersey federal court to
conspiring to fraudulently apply for a mortgage, settling
allegations against her in the prosecution of a scheme in which
Scarfo allegedly drained $12 million from a bankrupt mortgage
company.

According to New Jersey's U.S. Attorney, Lisa Marie Scarfo pled
guilty to a superseding charge of conspiracy to make false
statements for the purpose of influencing the actions of the bank
on a mortgage application to secure a $715,000 home, the report
related.

The case is USA v. SCARFO et al., Case No. 1:11-cr-00740 (D.N.J.).

                    About FirstPlus Financial

Based in Beaumont, Texas, FirstPlus Financial Group, Inc. (Pink
Sheets: FPFX) -- http://www.firstplusgroup.com/-- was a
diversified company that provided commercial loan, consumer
lending, residential and commercial restoration, facility
(janitorial and maintenance) services, insurance adjusting
services, construction management services and a facilities and
restoration franchise business.  The Company had three direct
subsidiaries, Rutgers Investment Group, Inc., FirstPlus
Development Company and FirstPlus Enterprises, Inc.  In turn,
FirstPlus Enterprises, Inc., had three of its own direct
subsidiaries, FirstPlus Restoration Co., LLC, FirstPlus Facility
Services Co., LLC and The Premier Group, LLC.  FirstPlus
Restoration and FirstPlus Facility jointly owned FirstPlus
Restoration & Facility Services Company.  Additionally, FirstPlus
Development had one direct subsidiary FirstPlus Acquisitions-1,
Inc.

A subsidiary of FirstPlus Financial Group -- FirstPlus Financial
Inc. -- filed for Chapter 11 bankruptcy in March 1999 before the
U.S. Bankruptcy Court for the Northern District of Texas, Dallas
Division, amid turmoil in the asset-backed securitization markets
and the lack of a reliable, committed secondary take-out source
for high LTV loans.  A modified third amended reorganization plan
was confirmed in that case in April 2000.

FirstPLUS Financial Group filed for Chapter 11 protection (Bankr.
N.D. Tex. Case No. 09-33918) on June 23, 2009.  Aaron Michael
Kaufman, Esq., and George H. Tarpley, Esq., at Cox Smith Matthews
Incorporated, served as counsel.  The Debtor had total assets of
$15,503,125 and total debts of $4,539,063 as of June 30, 2008.
FirstPLUS Financial Group disclosed $1,264,637 in assets and
$10,347,448 in liabilities as of the Chapter 11 filing.

Matthew D. Orwig was appointed as the Chapter 11 trustee in the
Debtor's cases.  He is represented by Peter A. Franklin, Esq., and
Erin K. Lovall, Esq., at Franklin Skierski Lovall Hayward LLP.
Franklin Skierski was elevated to lead counsel from local counsel
in the stead of Jo Christine Reed and SNR Denton US LLP, due to
the maternity leave of Ms. Reed.  Kurtzman Carson Consultants
served as notice and balloting agent.


FOTOLIA HOLDINGS: Moody's Assigns B2 CFR & Sr. Term Loan Rating
---------------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating
and a B3-PD Probability of Default Rating (PDR) to Fotolia
Holdings, Inc. Moody's also assigned B2 to the company's proposed
$210 million senior secured term loan. Proceeds from the new
facility are expected to fund the refinancing of existing debt, a
$73 million special dividend, and transaction related fees. The
rating outlook is stable.

Assignments:

Issuer: Fotolia Holdings, Inc.

  Corporate Family Rating: Assigned B2

  Probability of Default Rating: Assigned B3-PD

  New $210 million Senior Secured Term Loan: Assigned B2, LGD3 --
  34%

Outlook Actions:

Issuer: Fotolia Holdings, Inc.

  Outlook is Stable

Ratings Rationale:

Fotolia's B2 corporate family rating reflects high leverage with
pro forma debt-to-EBITDA of 4.6x (including Moody's standard
adjustments) estimated upon closing of the proposed dividend
transaction. Based on Moody's forecast, debt-to-EBITDA could
improve to roughly 4.0x over the next 12 to 18 months driven by
low to mid-single digit percentage EBITDA growth and application
of a portion of free cash flow to reduce term loan borrowings.
Fotolia is a leading provider of microstock imagery in Germany and
France, and has generated annual increases in revenues since its
founding in 2005 supported by growing demand for imagery products
used by small businesses, publishers, and freelancers. Moody's
expects revenues to increase in the low to mid-single digit
percentage range over the next 12 months, despite economic
weakness in Europe (80% of FY2012 revenues). Expansion beyond
existing markets will require modest capital investment which
should be funded from excess cash. The company benefits from a
highly variable cost structure as well as reported EBITDA margins
in excess of 45%. Free cash flow conversion is strong reflecting
favorable working capital dynamics combined with nominal capital
spending. Moody's believes event risk is high based on the
company's ownership by financial sponsors, track record of
distributions, and strategy to expand in other countries. The
company's ratings also consider the increasing supply of lower
priced digital imagery, as well as potential threats from existing
and new competitors or technologies. Moody's believes barriers to
entry are low in the microstock segment, and there are risks
related to increasing competition. Fotolia has minimal product
diversification away from microstock photography, and revenues are
concentrated in Europe. Accordingly, Moody's believes it is
important for the company to improve leverage ratios and enhance
financial flexibility for making necessary investments in its
products and services to retain its leading positions in Europe,
especially in a scenario of increasing competition. Liquidity is
expected to be good with cash balances of a minimum $5 million to
$10 million over the next 12 months plus at least low double digit
percentage free cash flow-to-debt ratios.

The stable rating outlook reflects Moody's expectation that
Fotolia will maintain its leadership positions in Germany and
France despite the potential for increased competition from
existing and new imagery providers in the microstock segment.
Moody's believes revenues will increase in the low to mid-single
digit percentage range over the next 12 months tracking
expectations for effectively flat GDP growth in Europe and low
single-digit GDP growth in the U.S. The outlook assumes free cash
flow will be applied to reduce term loan borrowings and
incorporates Moody's view that debt-to-EBITDA will decrease below
initial levels providing more flexibility to invest in expansion
into new markets as well as some cushion for the next cyclical
downturn. The outlook does not incorporate sizable debt financed
distributions or acquisitions over the next 12 to 18 months.

Ratings could be downgraded if debt-to-EBITDA is sustained above
5.75x due to heightened competition or weak demand in one or more
key markets resulting in revenue declines or erosion in EBITDA
margins. Another leveraging event, including sizable debt financed
dividends or share repurchases resulting in debt-to-EBITDA ratios
being sustained above 5.75x (including Moody's standard
adjustments), could also lead to a downgrade. The company's track
record for distributions or recapitalizations weighs on ratings;
however, Moody's could consider an upgrade if the company adheres
to operating and financial policies that are consistent with a
higher rating. Debt-to-EBITDA leverage ratios would also need to
be sustained below 4.0x with free cash flow-to-debt ratios of a
minimum 12%.

The principal methodology used in this rating was the Global
Broadcast and Advertising Related Industries Methodology published
in May 2012. Other methodologies used include Loss Given Default
for Speculative-Grade Non-Financial Companies in the U.S., Canada
and EMEA published in June 2009.

Headquartered in New York, NY, Fotolia Holdings, Inc. is a
provider of microstock photography with lead rankings in Europe
based on revenues. The company was founded in 2005 and provides
stock images primarily through its web site Fotolia.com. In June
2012, KKR acquired a 47% stake (50% voting stake) in Fotolia from
TA Associates (31% remaining ownership) and Oleg Tscheltzoff (Co-
founder & CEO) in a transaction which valued the company at $455
million. Revenues totaled $90 million for the 12 months ending
June 2013.


FOTOLIA HOLDINGS: S&P Raises Prelim. CCR to 'B+'; Outlook Stable
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its preliminary
corporate credit rating on New York-based online photography
provider Fotolia Holdings Inc. to 'B+'.  The outlook is stable.

At the same time, S&P assigned the company's proposed $210 million
senior secured term loan due 2020 its preliminary issue-level
rating of 'B+' (at the same level as the corporate credit rating),
with a preliminary recovery rating of '3', indicating S&P's
expectation for meaningful (50% to 70%) recovery for secured
lenders in the event of a payment default.

S&P is withdrawing the preliminary issue-level ratings on the
company's previously proposed credit facility, which included a
$200 million first-lien term loan and a $100 million second-lien
term loan.  Previously, proposed financing was not completed.

The company will use the proceeds to fund a dividend of
approximately $73 million and refinance the existing credit
facility.

The 'B+' preliminary corporate credit rating reflects the
company's narrow business focus, high profitability, and the
financial risk inherent in a leveraged recapitalization.  S&P
views Fotolia's business risk profile as "weak," based on the
company's small scale and narrow business focus in the lower-end
online photography marketplace, and notwithstanding its high
profitability.  S&P views the company's financial risk profile as
"aggressive," based on its lease-adjusted leverage of 4.8x, pro
forma as of June 30, 2013.  Pro forma lease-adjusted interest
coverage is 3.3x.  S&P views Fotolia's management and governance
as "fair."

Fotolia is the leading online provider of microstock imagery in
Europe, where it generated 80% of 2012 revenue.  The company is
the European market leader but trails iStockPhoto (owned by Getty
Images) and Shutterstock Inc. globally.  Although Fotolia has
grown rapidly, the company operates on a limited scale and has a
narrow business focus.  There is also the risk of a new competitor
entering this still evolving industry segment. Fotolia has grown
mainly through organic growth and international expansion.

The company offers customers the option to buy images using credit
or to buy a subscription product.  The majority of revenue has
come from credit purchases, but the subscription segment has been
growing faster of late as the company introduced new subscription
options in late 2012.  About 200,000 contributors supply the
images and are paid a commission each time their image is
downloaded.  Over the past couple years, the company has been able
to meaningfully improve margins by increasing prices while
containing operating expense growth.


GLOBE ENERGY: S&P Withdraws 'B' Corporate Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services said it withdrew its 'B'
corporate credit rating and 'B' issue-level rating on Snyder,
Texas-based Globe Energy Services LLC at the request of the
company.


GRAND CENTREVILLE: Seeks to Employ Walther as Special Counsel
-------------------------------------------------------------
Grand Centreville, LLC seeks authority from the U.S. Bankruptcy
Court for the Eastern District of Virginia to employ Lizabeth Lee
Walther, Esq., as special counsel in its Chapter 11 case.

The Debtor, through Black Creek Consulting, Ltd., a receiver
appointed by the Court in an order dated June 3, 2013, is
continuing in possession of its properties and is operating and
managing its business, as a Debtor-in-Possession, pursuant to
Sections 1107 and 1108 of the Bankruptcy Code.

Since June 17, 2013, Ms. Walther has served as counsel to the
Receiver assisting with general corporate, litigation and
landlord-tenant matters.  The Receiver anticipates Ms. Walther
will continue to render legal services for the benefit of the
Debtor as needed throughout the course of the Chapter 11 case
similar to the services rendered before the Petition Date to the
Receiver, as well as additional services related to Debtor's
lender relationship.

Ms. Walther will be paid based on her hourly rate and reimbursed
for her actual and necessary out-of-pocket expenses.  Her hourly
rate as of the Petition Date is $320.

The Debtor assures the Court that Ms. Walther is a "disinterested
person," as that term is defined in Section 101(14) of the
Bankruptcy Code and as required by Section 327(a) and/or Section
327(e) of the Bankruptcy Code.

Proposed Counsel for the Debtor may be reached at:

   Lynn Lewis Tavenner, Esq.
   Paula S. Beran, Esq.
   TAVENNER & BERAN, PLC
   20 North Eighth Street, Second Floor
   Richmond, VA 23219
   Telephone: (804) 783-8300
   Telecopy: (804) 783-0178

                    About Grand Centreville

Grand Centreville, LLC, filed a Chapter 11 petition (Bankr. E.D.
Va. Case No. 13-13590) on Aug. 2, 2013.  The petition was signed
by Michael L. Schuett, principal of Black Creek Consulting Ltd.,
the receiver.  Judge Robert G. Mayer presides over the case.  The
Debtor estimated assets and debts of at least $10 million.


GRAND CENTREVILLE: Hires Mendelson & Mendelson as Accountant
------------------------------------------------------------
Grand Centreville, LLC seeks authority from the U.S. Bankruptcy
Court for the Eastern District of Virginia to employ Mendelson &
Mendelson, CPA's, P.C. as its accountant in its Chapter 11 case.

The Debtor, through Black Creek Consulting, Ltd., a receiver
appointed by the Court in an order dated June 3, 2013, is
continuing in possession of its properties and is operating and
managing its business, as a Debtor-in-Possession, pursuant to
Sections 1107 and 1108 of the Bankruptcy Code.  Mendelson has
served as the Receiver's accountant since appointment.

Mendelson's professionals will be paid for its services on an
hourly basis in accordance with their ordinary and customary
hourly rates.  The name, position, and hourly rates of the
Petition Date, of the professional currently expected to have
primary responsibility for providing services to the Debtor is:

Louis B. Ruebelmann   $325.00  Certified Public Accountant
                                Certified in Financial
                                Forensics

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

Mr. Ruebelmann, a Principal of Mendelson, assures the Court
that his firm is a "disinterested person," as that term is defined
in Section 101(14) of the Bankruptcy Code and as required by
Section 327(a) and/or Section 327 (e) of the Bankruptcy Code.

                    About Grand Centreville

Grand Centreville, LLC, filed a Chapter 11 petition (Bankr. E.D.
Va. Case No. 13-13590) on Aug. 2, 2013.  The petition was signed
by Michael L. Schuett, principal of Black Creek Consulting Ltd.,
the receiver.  Judge Robert G. Mayer presides over the case.  The
Debtor estimated assets and debts of at least $10 million.


GRAND CENTREVILLE: Files Schedules of Assets and Liabilities
------------------------------------------------------------
Grand Centreville, LLC, filed with the U.S. Bankruptcy Court for
the Eastern District of Virginia its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property            $39,000,000.00
  B. Personal Property          1,550,045.74
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                             24,454,924.53
  E. Creditors Holding
     Unsecured Priority
     Claims                                                 0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                      1,792,677.47
                              --------------   --------------
        TOTAL                 $40,550,045.74   $26,247,602.00

A full-text copy of the Schedules of Assets and Debts may be
accessed for free at http://is.gd/2yeDLN

                    About Grand Centreville

Grand Centreville, LLC, filed a Chapter 11 petition (Bankr. E.D.
Va. Case No. 13-13590) on Aug. 2, 2013.  The petition was signed
by Michael L. Schuett, principal of Black Creek Consulting Ltd.,
the receiver.  Judge Robert G. Mayer presides over the case.  The
Debtor estimated assets and debts of at least $10 million.


GREAT PLATTE: Wins Approval of Chapter 11 Plan
----------------------------------------------
The Great Platte River Road Archway Monument, a tourist attraction
spanning Interstate 80 near Kearney, Nebraska, has won approval of
its Chapter 11 plan on Sept. 18, 2013.

Joe Duggan and Mike Konz, writing for the Omaha World-Herald,
report that U.S. Bankruptcy Judge Thomas Saladino ordered the
Archway Foundation to pay $100,000 to settle the claims of bond
holders and unsecured creditors.  The money to cover the payments
will come mostly from pledges made by supporters of the
transportation museum.

"We have reduced over $20 million in debt down to $100,000," said
Omaha attorney Randall Wright, Esq., who represented the
foundation in the Chapter 11 bankruptcy proceedings.

The report notes both bond holders and creditors voted
overwhelmingly to accept the settlement offer.  Had they rejected
it, the bankruptcy would have collapsed and the museum, built at a
cost of $60 million, would likely have closed.

                        About Great Platte

The Great Platte River Road Memorial Foundation owns the
Platte River Road Archway, an eight-story tall museum that was
built in 2000 with $60 million in industrial revenue bonds.
The museum is 129 miles (208 kilometers) west of Lincoln,
Nebraska, and 317 miles east of Cheyenne, Wyoming.  Admission is
$12 for adults and between $8 and $5 for children.

The attraction never generated enough income to cover operating
expenses and debt service.    The first default occurred in 2002
when the outstanding amount on the bonds was reduced to $22
million.

Great Platte River sought Chapter 11 protection (Bankr. D. Neb.
Case No. 13-40411) on March 6, 2013.  T. Randall Wright, Esq., at
Baird Holm, LLP, in Omaha, Nebraska.  The Debtor estimated assets
of $100,001 to $500,000 and debts of $10 million to $50 million.


HD SUPPLY: Files Copy of Presentation Materials With SEC
--------------------------------------------------------
HD Supply Holdings, Inc., furnished with the U.S. Securities and
Exchange Commission a copy of presentation materials for the
Company's investors.  The presentation focuses on, among other
things, second quarter 2013 performance highlights, estimated
market outlook framework, and monthly sales performance.  A copy
of the presentation is available for free at http://is.gd/3cYqy5

                          About HD Supply

HD Supply, Inc., headquartered in Atlanta, Georgia, is one of the
largest North American wholesale distributors supporting
residential and non-residential construction and to a lesser
extent electrical consumption and repair and remodeling.  HDS also
provides maintenance, repair and operations services.  Its
businesses are organized around three segments: Infrastructure and
Energy; Maintenance, Repair & Improvement; and, Specialty
Construction.  HDS operates through approximately 800 locations
throughout the U.S. and Canada serving contractors, government
entities, maintenance professionals, home builders and
professional businesses.

For the 12 months ended Feb. 3, 2013, the Company incurred a net
loss of $1.17 billion on $8.03 billion of net sales, as compared
with a net loss of $543 million on $7.02 billion of net sales for
the 12 months ended Jan. 29, 2012.  As of Aug. 4, 2013, the
consolidated balance sheet showed $6.58 billion in total assets,
$7.34 billion in total liabilities and a $753 million total
stockholders' deficit.

                           *     *     *

As reported by the TCR on Jan. 11, 2013, Moody's Investors Service
upgraded HD Supply, Inc.'s ("HDS") corporate family rating to B3
from Caa1 and its probability of default rating to B3 from Caa1.
This rating action results from our expectations that HDS will
refinance a significant portion of its senior subordinated notes
due 2015, effectively extending the remainder of its maturities by
at least two years to 2017.

HD Supply carries a 'B' corporate credit rating, with
negative outlook, from Standard & Poor's Ratings Services.


HERON LAKE: Posts $2.6 Million Net Income in July 31 Quarter
------------------------------------------------------------
Heron Lake Bioenergy, LLC, filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $2.64 million on $45.58 million of revenues for the
three months ended July 31, 2013, as compared with net income of
$557,887 on $41.90 million of revenues for the same period last
year.

For the nine months ended July 31, 2013, the Company reported net
income of $890,797 on $125.20 million of revenues as compared with
a net loss of $1.94 million on $121.95 million of revenues for the
same period during the prior year.

The Company's balance sheet at July 31, 2013, showed $60.75
million in total assets, $35.47 million in total liabilities and
$25.27 million total members' equity.

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

                        http://is.gd/8OP7CD

                          About Heron Lake

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

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

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

                         Bankruptcy Warning

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

"Upon the occurrence of any one or more Events of Default, as
defined under the Sixth Amended and Restated Forbearance
Agreement, including failure to observe any of the financial or
affirmative covenants...AgStar may accelerate all of our
indebtedness and may seize the assets that secure our
indebtedness, causing us to lose control of our business.  We may
also be forced to sell our assets, restructure our indebtedness,
submit to foreclosure proceedings, cease operations or seek
bankruptcy or reorganization protection," according to the
Company's quarterly report for the three months ended Jan. 31,
2013.


HUNTSMAN CORP: Moody's Changes Outlook to Stable & Keeps Ba3 CFR
----------------------------------------------------------------
Moody's Investors Service affirmed the ratings (Corporate Family
Rating of Ba3) of Huntsman Corporation and its subsidiary Huntsman
International LLC and changed the outlook to stable from positive
following the proposed acquisition of Rockwood Specialties Group,
Inc.'s Pigments and Performance Additives Business (excluding
Clay-based Additives). Huntsman will acquire the assets for $1.325
billion ($1.1 billion in cash and assume $225 million of pension
liability). The transaction is expected to close in the first half
of 2014, subject to regulatory approvals.

"Further consolidation in the TiO2 industry should benefit long
term profitability of Huntsman's business," stated Moody's analyst
John Rogers. "However, the recovery in margins is likely to be
slow as we believe that fundamental demand growth appears to be
weak and TiO2 users have been restocking inventories given the low
prices in 2013."

The following summarizes the outlook activity:

Huntsman Corporation

  Outlook to Stable from Positive

Huntsman International LLC

  Outlook to Stable from Positive

The Ba3 Corporate Family Rating (CFR) at Huntsman and HI reflect
its solid competitive position in urethanes, epoxies and TiO2, as
well as an experienced management team. Additional support for the
rating is based on management's desire to reduce net leverage to
about 2.0 to 2.5 times on a normalized EBITDA basis (this ratio
does not incorporate Moody's adjustments). However, the severe
downturn in TiO2 profitability over the past year has materially
weakened credit metrics and the proposed acquisition of Rockwood's
business would further stress Huntsman's metrics for the Ba3 CFR
(pro forma Debt/EBITDA as of June 30 , 2013 of roughly 5.0x).
However, the TiO2 business appears to have bottomed in the first
half of 2013 and should generate a material improvement in margins
in the second half of 2013 and into 2014. Rockwood's TiO2 business
has been slower to recover due to high priced ore inventories and
low capacity utilization.

The acquisition price represents an elevated multiple of LTM June
30, 2013 EBITDA for the business with the Performance Additives
providing the vast majority of the earnings (roughly 85% of the
estimated $100-105 million EBITDA). Moody's expects that EBITDA
for these businesses to nearly double in 2014 from the LTM levels
due to the recovery in TiO2 margins and some very modest
synergies. Huntsman expects to achieve $130 million in synergies
over the first three years of operation, which Moody's views as
fairly aggressive.

Huntsman has stated that it plans to do an initial public offering
of the TiO2 business within two years to reduce leverage. Hence,
Huntsman will like finance this transaction with debt that can be
easily repaid. If Huntsman adds debt that is pari passu with its
existing term loan, the rating on the revolver and loan would
likely be lowered to Ba2 from Ba1, as it would represent a much
greater proportion of the capital structure.

The stable outlook reflects the expected improvement in Huntsman's
financial metrics in 2014, from the pro forma levels cited above,
given a recovery in the TiO2 margins and growth in Huntsman's
other businesses. Debt/EBITDA (including Moody's standard
adjustments) is expected to be 4.0-4.2x in 2014 and Retained Cash
Flow/Debt is expected to be in the 12-15% range. If Debt/EBITDA
remains above 4.5x in 2014 due to the failure of TiO2 margins to
recover, Moody's could lower Huntsman's CFR by one notch. An
upgrade is unlikely at the current time due to elevated financial
metrics and uncertainty over the pace of improvement through the
first half of 2014. However, if Huntsman is able to reduce its
Debt/EBITDA towards 3.0x on a sustainable basis, Moody's could
raise the CFR to Ba2.

Huntsman's Speculative Grade Liquidity rating of SGL-2 is
supported by an elevated cash balance and the expectation for over
$300 million of free cash flow over the next four quarters.
Huntsman's secondary liquidity is provided by a $400 million
undrawn revolver due in 2017 and over $250 million of availability
under its US and European accounts receivable programs due 2016.
Huntsman plans to expand the revolver to $600 million as part of
this acquisition to further improve its liquidity.

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

Huntsman Corporation is a global manufacturer of differentiated
and commodity chemical products. Huntsman's products are used in a
wide variety of end markets, including aerospace, automotive,
construction, consumer products, electronics, medical, packaging,
coatings, refining and synthetic fibers. Huntsman has revenues of
almost $11 billion.


IBAHN CORP: Has Interim Authority to Obtain $1.5MM in DIP Loans
---------------------------------------------------------------
Judge Peter J. Walsh of the U.S. Bankruptcy Court for the District
of Delaware gave interim authority for iBahn Corporation, et al.,
to obtain not more than $1.5 million of postpetition superpriority
secured financing from JPMorgan Chase Bank, N.A., as DIP lender.

To secure the DIP Loan Obligations, the DIP Lender is granted
valid, enforceable and fully perfected, first priority priming
liens on and senior security interests in all of the property,
assets or interests in property or assets of each Debtor, and all
"property of the estate," subject only to permitted liens and a
carve-out.  The DIP Lender is also granted an allowed
superpriority administrative expense claim for all DIP Loan
Obligations, subject and subordinate in priority of payment only
to payment of the Carve-Out.

The Carve-Out are (i) fees payable to the U.S. Trustee or the
Clerk of the Bankruptcy Court, (ii) unpaid professional fees and
expenses payable to bankruptcy professionals that are incurred
prior to the date of the DIP Lender's termination of the DIP
Facility, and (iii) case administration fees and professional fees
paid on or after the DIP Lender's termination of the DIP Facility
in an aggregate amount not to exceed $100,000.

The DIP Agreements provide for the Debtors' payment of a DIP
Facility Fee equal to $50,000, which is fully earned on the date
of the entry of the Interim Order.  iBahn Corp. also agrees to pay
to Chase a "success fee" equal to 2% of the current outstanding
principal balance of its prepetition obligations upon the closing
of a merger or consolidation with any other person, a sale,
transfer, lease or other disposition of all or any substantial
part of the its assets or all or substantially all of its stock.

The interest rate on the DIP Facility will be:

   -- 8% per annum for the first 90 days
   -- 9% per annum for the second 60 days
   -- 10% per annum for the third 60 days
   -- 11% per annum for the fourth 60 days
   -- 12% per annum if paid thereafter

The DIP Facility matures on Feb. 14, 2014.

The Court will conduct a final hearing on the Debtors' request to
obtain DIP Loans commencing Oct. 7, 2013, at 9:30 a.m. (Eastern).
Objections are due Sept. 30.

The Debtors are represented by Laura Davis Jones, Esq., and Bruce
Grohsgal, Esq., at Pachulski Stang Ziehl & Jones LLP, in
Wilmington, Delaware.

The DIP Lender is represented by Louis R. Strubeck, Esq., and Ryan
E. Manns, Esq., at Fulbright & Jaworski LLP, in Dallas, Texas, and
John H. Knight, Esq., at Richards Layton & Finger, in Wilmington,
Delaware.

A full-text copy of the Interim DIP Order is available for free
at http://bankrupt.com/misc/IBAHN_dipord0909.pdf

Salt Lake City, Utah-based IBahn Corp., a provider of Internet
services to hotels, sought bankruptcy protection (Bankr. D. Del.
Case No. 13-12285), citing a loss of contracts with largest
customer Marriott International Inc. and patent litigation costs.
IBahn Chief Financial Officer Ryan Jonson said the company had
assets of $13.6 million and it listed liabilities of as much as
$50 million in the Chapter 11 filing on Sept. 6, 2013.  The
petitions were signed by Ryan Jonson as chief financial officer.
Judge Peter J. Walsh presides over the case.

Pachulski Stang, Ziehl Young & Jones, LLP, serves as the Debtors'
counsel.  The Debtors' claims and noticing agent is Epiq
Bankruptcy Solutions.


IBAHN CORP: Can Use Cash Collateral Until Oct. 7
------------------------------------------------
Judge Peter J. Walsh of the U.S. Bankruptcy Court for the District
of Delaware gave interim authority for iBahn Corporation, et al.,
to use cash collateral securing their prepetition indebtedness
until Oct. 7, 2013, when the Court will commence a hearing to
consider final approval of the Debtors' request to use the Cash
Collateral.

As adequate protection in respect of, and as consideration for,
the use of Cash Collateral, the Prepetition Lender is granted
replacement liens subordinate only to the DIP Liens, permitted
liens and the carve-out.  As further adequate protection, the
Prepetition Lender is also granted a superpriority claim, which
will have priority over all administrative expense claims and
unsecured claims against the Debtors.

The Carve-Out are (i) fees payable to the U.S. Trustee or the
Clerk of the Bankruptcy Court, (ii) unpaid professional fees and
expenses payable to bankruptcy professionals that are incurred
prior to the date of the DIP Lender's termination of the DIP
Facility, and (iii) case administration fees and professional fees
paid on or after the DIP Lender's termination of the DIP Facility
in an aggregate amount not to exceed $100,000.

Objections to the final approval of the Debtors' request to use
the Cash Collateral are due Sept. 30.

The Debtors are represented by Laura Davis Jones, Esq., and Bruce
Grohsgal, Esq., at Pachulski Stang Ziehl & Jones LLP, in
Wilmington, Delaware.

The DIP Lender is represented by Louis R. Strubeck, Esq., and Ryan
E. Manns, Esq., at Fulbright & Jaworski LLP, in Dallas, Texas, and
John H. Knight, Esq., at Richards Layton & Finger, in Wilmington,
Delaware.

A full-text copy of the Interim Cash Collateral Order is available
for free at http://bankrupt.com/misc/IBAHN_dipord0909.pdf

Salt Lake City, Utah-based IBahn Corp., a provider of Internet
services to hotels, sought bankruptcy protection (Bankr. D. Del.
Case No. 13-12285), citing a loss of contracts with largest
customer Marriott International Inc. and patent litigation costs.
IBahn Chief Financial Officer Ryan Jonson said the company had
assets of $13.6 million and it listed liabilities of as much as
$50 million in the Chapter 11 filing on Sept. 6, 2013.  The
petitions were signed by Ryan Jonson as chief financial officer.
Judge Peter J. Walsh presides over the case.

Pachulski Stang, Ziehl Young & Jones, LLP, serves as the Debtors'
counsel.  The Debtors' claims and noticing agent is Epiq
Bankruptcy Solutions.


IBAHN CORP: Seeks to Employ Pachulski as Bankruptcy Counsel
-----------------------------------------------------------
iBahn Corporation, et al., seek authority from the U.S. Bankruptcy
Court for the District of Delaware to employ Pachulski Stang Ziehl
& Jones LLP, as counsel, nunc pro tunc to the Petition Date.

The principal attorneys and paralegals presently designated to
represent the Debtors and their current hourly rates are:

   Laura Davis Jones    ljones@pszjlaw.com            $975
   Davis M. Bertenthal  dbertenthal@pszjlaw.com       $825
   James E. O'Neill     joneill@pszjlaw.com           $695
   Timothy P. Cairns    tcairns@pszjlaw.com           $575
   Lynzy McGee, paralegal                             $295

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

The firm assures the Court that it is a "disinterested person" as
the term is defined in Section 101(14) of the Bankruptcy Code and
does not represent any interest adverse to the Debtors and their
estates.  The firm discloses that it has received payments from
the Debtors during the year prior to the Petition Date in the
amount of $103,639.

Salt Lake City, Utah-based IBahn Corp., a provider of Internet
services to hotels, sought bankruptcy protection (Bankr. D. Del.
Case No. 13-12285), citing a loss of contracts with largest
customer Marriott International Inc. and patent litigation costs.
IBahn Chief Financial Officer Ryan Jonson said the company had
assets of $13.6 million and it listed liabilities of as much as
$50 million in the Chapter 11 filing on Sept. 6, 2013.  The
petitions were signed by Ryan Jonson as chief financial officer.
Judge Peter J. Walsh presides over the case.

Pachulski Stang, Ziehl Young & Jones, LLP, serves as the Debtors'
counsel.  The Debtors' claims and noticing agent is Epiq
Bankruptcy Solutions.


IBAHN CORP: Employs Epiq as Claims and Noticing Agent
-----------------------------------------------------
iBahn Corporation, et al., sought and obtained authority from the
U.S. Bankruptcy Court for the District of Delaware to employ Epiq
Bankruptcy Solutions, LLC, as claims and noticing agent.

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

Salt Lake City, Utah-based IBahn Corp., a provider of Internet
services to hotels, sought bankruptcy protection (Bankr. D. Del.
Case No. 13-12285), citing a loss of contracts with largest
customer Marriott International Inc. and patent litigation costs.
IBahn Chief Financial Officer Ryan Jonson said the company had
assets of $13.6 million and it listed liabilities of as much as
$50 million in the Chapter 11 filing on Sept. 6, 2013.  The
petitions were signed by Ryan Jonson as chief financial officer.
Judge Peter J. Walsh presides over the case.

Pachulski Stang, Ziehl Young & Jones, LLP, serves as the Debtors'
counsel.  The Debtors' claims and noticing agent is Epiq
Bankruptcy Solutions.


IBAHN CORP: Wants Agreement with Former CEO Rejected
----------------------------------------------------
iBahn Corporation, et al., seek authority from the U.S. Bankruptcy
Court for the District of Delaware to reject, effective as of the
Petition Date, a prepetition severance, separation and consulting
agreement with David W. Garrison, the former chief executive
officer and member of the Board of Directors.

Pursuant to the consulting agreement, Mr. Garrison was engaged to
provide services to iBahn as an independent contractor.  However,
Mr. Garrison no longer works for the Debtors or otherwise provides
the Debtors with services.  Consequently, the Debtors believe that
the estates derive no benefit from maintaining the contract.

Salt Lake City, Utah-based IBahn Corp., a provider of Internet
services to hotels, sought bankruptcy protection (Bankr. D. Del.
Case No. 13-12285), citing a loss of contracts with largest
customer Marriott International Inc. and patent litigation costs.
IBahn Chief Financial Officer Ryan Jonson said the company had
assets of $13.6 million and it listed liabilities of as much as
$50 million in the Chapter 11 filing on Sept. 6, 2013.  The
petitions were signed by Ryan Jonson as chief financial officer.
Judge Peter J. Walsh presides over the case.

Pachulski Stang, Ziehl Young & Jones, LLP, serves as the Debtors'
counsel.  The Debtors' claims and noticing agent is Epiq
Bankruptcy Solutions.


INSPIREMD INC: Incurs $29.3 Million Net Loss in Fiscal 2013
-----------------------------------------------------------
InspireMD, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$29.25 million on $4.87 million of revenues for the year ended
June 30, 2013, as compared with a net loss of $17.59 million on
$5.34 million of revenues during the prior year.

The Company's net loss increased by approximately $11.7 million,
or 66.3 percent due to an increase of approximately $14.2 million
in financial expenses, of which, approximately $13.5 million were
non-recurring, non-cash, partially offset by a decrease of
approximately $2.4 million in operating expenses and an increase
of approximately $0.1 million in gross profit.

For the three months ended June 30, 2013, the Company incurred a
net loss of $14.94 million on $1.50 million of revenues as
compared with a net loss of $3.94 million on $933,000 of revenues
for the same period during the prior year.

The Company's balance sheet at June 30, 2013, showed $20.74
million in total assets, $4.64 million in total liabilities and
$16.10 million in total equity.

Commenting on the Company's recent activity, Alan Milinazzo,
president and chief executive officer of InspireMD, stated, "Since
joining the Company earlier this year, I've looked to realign our
efforts across multiple areas of the business in order to create a
solid foundation for future growth.  We've identified four key
areas of focus moving forward: clinical studies, development of
new products in our pipeline, strategic partnerships and our
commercial strategy.  I believe these concentrated efforts will
allow us to build broader awareness for our new generation of
stent technologies with sales in countries where we already have
market clearance, while working towards FDA approval."

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

                         http://is.gd/EvwHo2

                           About InspireMD

InspireMD, Inc., was organized in the State of Delaware on
Feb. 29, 2008, as Saguaro Resources, Inc., to engage in the
acquisition, exploration and development of natural resource
properties.  On March 28, 2011, the Company changed its name from
"Saguaro Resources, Inc." to "InspireMD, Inc."

Headquartered in Tel Aviv, Israel, InspireMD, Inc., is a medical
device company focusing on the development and commercialization
of its proprietary stent platform technology, Mguard.  MGuard
provides embolic protection in stenting procedures by placing a
micron mesh sleeve over a stent.  The Company's initial products
are marketed for use mainly in patients with acute coronary
syndromes, notably acute myocardial infarction (heart attack) and
saphenous vein graft coronary interventions (bypass surgery).

InspireMD reported a net loss of US$17.59 million on US$5.35
million of revenue for the year ended June 30, 2012, compared with
a net loss of US$6.17 million on US$4.67 million of revenue during
the prior year.  For the nine months ended March 31, 2013, the
Company incurred a net loss of $14.31 million on $3.37 million of
revenues.  The Company's balance sheet at March 31, 2013, showed
$9.79 million in total assets, $13.20 million in total
liabilities, and a $3.40 million total capital deficiency.

Kesselman & Kesselman, in Tel Aviv, Israel, 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 had recurring losses, negative cash flows
from operating activities and has significant future commitments
that raise substantial doubt about its ability to continue as a
going concern.

The Company said the following statement in its quarterly report
for the period ended Dec. 31, 2012:  "The Company has had
recurring losses and negative cash flows from operating activities
and has significant future commitments.  For the six months ended
December 31, 2012, the Company had losses of approximately $9.4
million and negative cash flows from operating activities of
approximately $5.8 million.  The Company's management believes
that its financial resources as of December 31, 2012 should enable
it to continue funding the negative cash flows from operating
activities through the three months ended September 30, 2013.
Furthermore, commencing October 2013, the Company's senior secured
convertible debentures (the "2012 Convertible Debentures") are
subject to a non-contingent redemption option that could require
the Company to make a payment of $13.3 million, including accrued
interest.  Since the Company expects to continue incurring
negative cash flows from operations and in light of the cash
requirement in connection with the 2012 Convertible Debentures,
there is substantial doubt about the Company's ability to continue
operating as a going concern.  These financial statements include
no adjustments of the values of assets and liabilities and the
classification thereof, if any, that will apply if the Company is
unable to continue operating as a going concern."


INTRAOP MEDICAL: Sale Approved With Creditors Getting 15% Recovery
------------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that IntraOp Medical Corp., the maker of the Mobetron
device for treating cancer with radiation, got tentative court
approval to sell the business given a settlement under which the
buyer agreed to fund a 15 percent distribution for unsecured
creditors.

According to the report, IntraOp, based in Sunnyvale, California,
filed a petition for Chapter 11 protection on July 15 in San Jose
after negotiating an agreement to sell the business to Firsthand
Technology Value Fund Inc. largely in exchange for debt.  The
settlement, recited in court records, obviated opposition to the
sale from the unsecured creditors' committee.

The report notes that the buyer agreed to fund whatever is
required for a 15 percent recovery by unsecured creditors, as long
as the claims don't exceed $4 million.  Firsthand and the company
both agreed not to sue creditors for payments they received within
90 days of bankruptcy.

                       About IntraOp Medical

Headquartered in Sunnyvale, California, IntraOp Medical Corp.
(OTC BB: IOPM) -- http://www.intraopmedical.com/-- develops,
manufactures, markets, distributes and services Mobetron, a
proprietary mobile electron-beam cancer treatment system designed
for use in intraoperative electron-beam radiation therapy, or
IOERT.

IntraOp Medical Corp. filed a petition for Chapter 11 protection
(Bankr. N.D. Cal. Case No. 13-bk-53791) on July 15 in San Jose,
California.

Revenue for the September 2012 fiscal year was $13.2 million.  The
IntraOp device delivers radiation during surgery to cancerous
tissue while shielding healthy tissue.


J & J DEVELOPMENTS: Court Converts Case into Chapter 7 Proceeding
-----------------------------------------------------------------
Judge Robert E. Nugent ordered the conversion of J & J
Developments Inc.'s Chapter 11 case into a Chapter 7 proceeding.
Steven L. Speth is appointed as Chapter 7 Trustee.

As reported on the Aug. 21, 2013 edition of The Troubled Company
Reporter, Steven L. Speth, liquidating trustee of J & J
Developments Inc., filed a motion to convert the Debtor's existing
Chapter 11 case to one under Chapter 7 of the Bankruptcy Code.
The Trustee reasoned that asserted that the estate is continuing
to accrue Chapter 11 quarterly fees, which will not provide any
benefit to the unsecured creditors in the event Chapter 5
recoveries are generated.  The only remaining Chapter 11 assets,
he noted, are potential Chapter 5 proceedings as all tangible
assets have been liquidated.

At the hearing on the Motion to Convert, Steven L. Speth appeared
by and through his counsel, SPETH & KING, at 300 W. Douglas, Suite
230, Wichita, KS 67202.  The U.S. Trustee was also represented at
the hearing by its counsel, Joyce Owen, Esq., with business
address 301 North Main, Suite 1150, Wichita, KS 67202.

                     About J & J Developments

J & J Developments Inc. is a real estate holding company holding
title to real estate in more than 20 locations in Kansas.  Many of
those locations contain convenience stores.

J & J Developments filed a Chapter 11 petition (Bankr. D.
Kan. Case No. 12-11881) in Wichita, Kansas, on July 12, 2012.
John E. Brown signed the petition as president and chief executive
officer.  The Debtor is represented by Edward J. Nazar, Esq., at
Redmond & Nazar, LLP, in Wichita, Kansas.  Judge Robert E. Nugent
presides over the case.  According to the petition, the Debtor has
scheduled assets of $18.7 million and scheduled liabilities of
$34,933.

In April 2013, J & J Developments, Inc. won confirmation of its
Chapter 11 Liquidation Plan dated Nov. 30, 2012.


KIDSPEACE CORP: Lease Decision Period Extended Until Sept. 26
-------------------------------------------------------------
On Sept. 9, 2013, the U.S. Bankruptcy Court for the Eastern
District of Pennsylvania entered a bridge order extending the time
period within which KidsPeace Corporation, et al., may assume or
reject non-residential real property leases, through and including
one week after the date on the hearing on the motion.  The hearing
on the motion is scheduled for Sept. 19, 2013.

As reported in the TCR on Sept. 5, 2013, the Debtors are asking
the Bankruptcy Court to extend until Dec. 17, 2013, the period of
time within which the Debtors may assume or reject non-residential
real property leases.

At the present time, although the Debtors have commenced a review
and analysis of the leases to determine which of them are
beneficial to the bankruptcy estates, there are 31 leases
involving property at different locations throughout the county.
The Debtors, according to Joseph R. Zapata, Jr., Esq., at NORRIS,
McLAUGHLIN & MARCUS, PA, in Allentown, Pennsylvania, need
additional time to review the needs of the Debtors at those
locations and assess the benefit of the respective Leases.

In addition, since the Petition Date, the Debtors have been
actively engaged in discussions with the Pension Benefit Guaranty
Corporation and the Official Committee of Unsecured Creditors.
Pending a resolution with the PBGC and the Committee and the
filing of plan of reorganization, the Debtors are unable to
determine which Leases will be a necessary part of the
reorganization and thus beneficial to the estate, Mr. Zapata tells
the Court.

The Debtors understand the need to continue to make the post-
petition rental payments on the Leases, and expect to continue to
do so unless and until any lease is formally rejected.

                      About KidsPeace Corp.

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

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

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

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

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

The Debtor disclosed $157,930,467 in assets and $168,768,207 in
liabilities as of the Chapter 11 filing.

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

Gemino Healthcare Finance, LLC, the prepetition revolving lender,
is represented by James S. Rankin, Jr., Esq., at Parker, Hudson,
Rainer & Dobbs LLP; and Weir & Partners LLP's Walter Weir, Jr.,
Esq.

UMB Bank, N.A., on behalf of bondholders, Performance Food Group
d/b/a AFI, W.B. Mason Co., Inc., Pension Benefit Guaranty
Corporation, and Teresa Laudenslager were appointed to an official
committee of unsecured creditors in the Debtors' cases.  The
Official Committee of Unsecured Creditors is represented by
Fitzpatrick Lentz & Bubba, P.C., and Lowenstein Sandler LLP as
counsel.  FTI Consulting, Inc. serves as the panel's financial
advisor.


LIQUIDMETAL TECHNOLOGIES: Inks Change of Control Agreements
-----------------------------------------------------------
Liquidmetal Technologies, Inc., entered into Change of Control
Agreements with Ricardo A. Salas, the Company's Executive Vice
President, Tony Chung, the Company's Chief Financial Officer, and
certain other executive officers who are not "named executive
officers" of the Company for SEC reporting purposes.  The Change
of Control Agreements provide that if the executive officer's
employment with the Company is terminated without cause during the
one-year period after a change of control of the Company, then the
terminated officer will receive lump sum severance compensation in
an amount equal to 12 months of his then-current base salary.

"Change of control" is defined, with certain exceptions, as a
merger of the Company with a third-party, the sale of all or
substantially all of the Company's assets, or the acquisition by a
single person or group of more than 50 percent of the combined
voting power of the Company's outstanding securities.

"Cause" is defined in the Change of Control Agreements to include
fraud, embezzlement, dishonesty, material harm to the Company, or
an uncured failure to adequately perform job duties, among other
things.

Under the agreements, the executive officers will each also be
entitled to the severance compensation in the event he terminates
his own employment within one year after a change of control
because of a salary decrease or assignment to a lower-level
position.

                  About Liquidmetal Technologies

Based in Rancho Santa Margarita, Cal., Liquidmetal Technologies,
Inc., and its subsidiaries are in the business of developing,
manufacturing, and marketing products made from amorphous alloys.
Liquidmetal Technologies markets and sells Liquidmetal(R) alloy
industrial coatings and also manufactures, markets and sells
products and components from bulk Liquidmetal alloys that can be
incorporated into the finished goods of its customers across a
variety of industries.  The Company also partners with third-
party licensees and distributors to develop and commercialize
Liquidmetal alloy products.

Liquidmetal incurred a net loss of $14.02 in 2012, as compared
with net income of $6.15 million in 2011.  The Company's balance
sheet at March 31, 2013, showed $7.31 million in total assets,
$7.57 million in total liabilities and a $258,000 total
shareholders' deficit.

SingerLewak LLP, in Los Angeles, California, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company has suffered recurring losses from operations and
has an accumulated deficit, which raises substantial doubt about
the Company's ability to continue as a going concern.


MAINEGENERAL MEDICAL: Moody's Lowers Ratings on 2011 Bonds to Ba1
-----------------------------------------------------------------
Moody's Investors Service has downgraded to Ba1 from Baa3 the
rating assigned to MaineGeneral Medical Center's Series 2011
bonds. The outlook is revised to negative from stable. The
downgrade affects $281 million of rated bonds. The downgrade is
due to MGMC's downturn in financial performance in fiscal year
(FY) 2013 and expectation that FY 2014 will show material further
decline in operating and operating cash flow margins.

Rating Rationale:

The downgrade to Ba1 from Baa3 reflects the organization's
downturn in financial performance in FY 2013 and the expectation
that FY 2014 financial performance will be materially weaker than
FY 2013 performance levels (based on a management-provided budget)
and significantly lower than prior projections. FY 2013 financial
performance was negatively impacted by lower than anticipated
revenue growth associated with Medicare and Medicaid cuts, rising
bad debt and charity care, and declining inpatient utilization. In
addition, MGMC has a very high debt load that results in weak debt
coverage measures, particularly pronounced given the downturn in
financial performance in FY 2013.

The negative outlook reflects the expectation that FY 2014
financial performance will be materially weaker than current
performance, and will be the low period for the organization with
improvements in financial performance projected for FY 2015.
Favorable credit factors include MGMC's position as market leader
in its service area, demonstrated financial support from a large
foundation for the new hospital construction project, recent
receipt of owed MaineCare (Medicaid) payments for prior years, and
a conservative debt structure with all fixed rate debt and no
interest rate swaps.

Challenges

- MGMC experienced weaker financial performance in FY 2013 with a
6.9% operating cash flow margin, compared to an 8.5% operating
cash flow margin in FY 2012. The downturn in financial performance
was largely related to low revenue growth (1.5%) due to Medicare
and Medicaid cuts, rising bad debt and charity care, and lower
inpatient volumes. Medicare, Medicaid, and self-pay make up nearly
70% of MGMC's gross patient revenues.

- The hospital's financial performance in FY 2014 is budgeted to
be materially weaker than current levels of performance, and
significantly off budget from projections provided in 2011 when
construction of the new hospital commenced. Management anticipates
a $17.3 million operating loss (-3.9% operating margin) and
operating cash flow of $24.2 million (5.5% operating cash flow
margin) in FY 2014. One-time costs of transitioning to the new
hospital are budgeted at $2.6 million, so most of the downturn is
related to lower than anticipated revenue growth and an expense
base that includes additional costs of opening the new hospital.
Management states that expenses in FY 2014 will be higher than
anticipated due to the accelerated opening of the new hospital,
seven months ahead of originally scheduled.

- The hospital has a very heavy debt burden, with weak Moody's-
adjusted maximum annual debt service coverage of 1.46 times,76%
debt-to-revenue, and 36% cash-to-debt based on unaudited FY 2013
financial statements.

- Inpatient volume declines continued through FY 2013. Inpatient
admissions declined by 0.6%, although observation stays grew by
36%. The organization has a history of variable patient volumes.

- There is little to no population growth in MGMC's service area
and the population is aging which will increase the system's
exposure to Medicare.

Strengths:

- MGMC's construction of a new inpatient facility that
consolidates hospital services on one location is nearly complete
-- seven months ahead of schedule and on budget.

- The organization recently received $48 million from the State of
Maine related to prior year MaineCare payments, which will help
prevent declines in liquidity as the hospital enters the final
phase of its construction project and is required to make an
equivalent $48 million in equity contributions.

- MGMC maintains its position as the market leader in the Kennebec
Valley region with dominant market share in the primary service
area.

- MGMC's debt structure is conservative, with all fixed rate debt
and no interest rate derivatives.

Outlook:

The negative outlook reflects the expectation that financial
performance, particularly operating cash flow, in FY 2014 and FY
2015 will be significantly weaker than current levels of
performance. In addition, cash is expected to decline, despite the
receipt of $48 million in Medicaid back-payments from the State of
Maine.

What Could Make the Rating Go Up

A rating upgrade is unlikely in the near term given the weak
credit metrics, the challenges of opening the new facility in FY
2014 and the resulting downturn in financial performance. Longer
term a rating upgrade would be considered if the organization
showed sustained improvement in operating and operating cash flow
margins and balance sheet position.

What Could Make the Rating Go Down

A rating downgrade could occur should MGMC not meet its FY 2014
budget and demonstrate projected improvement in revenue growth and
operating profitability in FY 2015. Further reductions in
liquidity beyond the decline projected in FY 2014, or any
violation of bond or term loan covenants resulting in an event of
default could also result in a downgrade.

The principal methodology used in this rating was Not-for-Profit
Healthcare Rating Methodology published in March 2012.


MDU COMMUNICATIONS: CEO Sheldon Nelson Resigns From Posts
---------------------------------------------------------
Sheldon Nelson, president and chief executive officer of MDU
Communications International, Inc., as well as president of the
Company's wholly-owned subsidiary MDU Communications (USA) Inc.,
resigned, effective Sept. 13, 2013, as an officer and director of
the Company as well as of the wholly-owned subsidiary.

Mr. Nelson's departure is not the result of any disagreement with
the Company or the Board of Directors on any matter relating to
the Company's operations, policies or practices.

J.E. "Ted" Boyle, 66, will serve as the Company's interim chief
executive officer.  Mr. Boyle currently serves on the Board of
Directors of the Company, having been appointed in 2012.  Mr.
Boyle previously served as a Company director from 2000 through
2011 and served as Chairman of the Board from 2008 to 2011.  Mr.
Boyle has extensive experience in the telecommunications industry.

Mr. Boyle and the Company have not entered into an employment
agreement.  There are no arrangements or understandings between
Mr. Boyle and any other person pursuant to which he was appointed
as an executive officer of the Company.

                     About MDU Communications

Totowa, New Jersey-based MDU Communications International, Inc.,
is a national provider of digital satellite television, high-speed
Internet, digital phone and other information and communication
services to residents living in the United States multi-dwelling
unit market -- estimated to include 32 million residences.

For the six months ended March 31, there was $152,000 in operating
income and a net loss of $1.5 million on revenue of $12 million.

The Company reported a net loss of $6.4 million on $27.3 million
of revenue for fiscal year ended Sept. 30, 2012, compared with a
net loss of $7.4 million on $27.9 million of revenue for 2011.

The Company's balance sheet at March 31, 2013, showed $18.04
million in total assets, $32.14 million in total liabilities and a
$14.09 million total stockholders' deficiency.

CohnReznick LLP, in Roseland, New Jersey, expressed substantial
doubt about MDU's ability to continue as a going concern following
the financial results for the year ended Sept. 30, 2012.  The
independent auditors noted that the Company has incurred
significant recurring losses, has a working capital deficit, and
an accumulated deficit of $75 million at Sept. 30, 2012.  They
also noted that the Company's $30 million Credit Facility matures
on June 30, 2013.


MF GLOBAL: Lawsuit Expanded Against Jon Corzine, Others
-------------------------------------------------------
Tiffany Kary, writing for Bloomberg News, reported that Jon
Corzine, the former head of MF Global Holdings Ltd., masterminded
a scheme to inflate earnings that led to the eighth-biggest
bankruptcy in U.S. history, according to an updated lawsuit filed
by a trustee for the failed futures broker.

According to the report, Corzine, a former Democratic governor and
senator from New Jersey and once a co-chairman of Goldman Sachs
Group Inc., implemented the trading scheme to prop up profits and
get "in the money" on his stock options, according to an amended
complaint filed in Manhattan bankruptcy court on Sept. 17.

The new complaint intensifies the lawsuit brought in April by
former trustee Louis J. Freeh against Corzine and senior
executives Bradley Abelow and Henri Steenkamp, the report related.
Freeh had said only that the executives dramatically changed MF
Global's business plan without addressing weaknesses. According to
the new complaint, their actions rose to the level of a "scheme."

"This is certainly throwing fuel on the fire," said Michael
Weinstein, chairman of Cole, Schotz, Meisel, Forman & Leonard PA's
white-collar practice in Hackensack, New Jersey, the report said.
"You get into a whole new area," possibly putting MF Global on par
with financial frauds such as Enron Corp. and Adelphia
Communications Corp., the former Justice Department trial attorney
said in a phone interview.

The lawsuit is Freeh v. Corzine (In re MF Global Holdings Ltd.),
13-01333, U.S. Bankruptcy Court, Southern District New York
(Manhattan).

                          About MF Global

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

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

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

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

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

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

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

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

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

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

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


MOBILESMITH INC: Sells $260,000 Convertible Note
------------------------------------------------
MobileSmith, Inc., sold an additional convertible secured
subordinated note due Nov. 14, 2016, in the principal amount of
$260,000 to a current noteholder upon substantially the same terms
and conditions as the Company's previously issued notes.  The
Company is obligated to pay interest on the New Note at an
annualized rate of 8 percent payable in quarterly instalments
commencing Dec. 13, 2013.  As with the existing notes, the Company
is not permitted to prepay the new note without approval of the
holders of at least a majority of the aggregate principal amount
of the notes then outstanding.  The Company plans to use the
proceeds to meet ongoing working capital and capital spending
requirements.

                      About MobileSmith Inc.

MobileSmith, Inc. (formerly, Smart Online, Inc.) was incorporated
in the State of Delaware in 1993.  The Company changed its name to
MobileSmith, Inc., effective July 1, 2013.  The Company develops
and markets software products and services tailored to users of
mobile devices.  The Company's flagship product is The
MobileSmithTM Platform.  The MobileSmithTM Platform is an
innovative, patents pending mobile app development platform that
enables organizations to rapidly create, deploy, and manage
custom, native smartphone apps deliverable across iOS and Android
mobile platforms.

Smart Online disclosed a net loss of $4.39 million in 2012, as
compared with a net loss of $3.54 million in 2011.  The Company's
balance sheet at June 30, 2013, showed $1.52 million
in total assets, $31.12 million in total liabilities and a $29.59
million total stockholders' deficit.

Cherry Bekaert LLP, in Raleigh, North Carolina, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company has suffered recurring losses from operations and
has a working capital deficiency as of Dec. 31, 2012, which
conditions raise substantial doubt about the Company's ability to
continue as a going concern.


MSR RESORT: Moves to Keep Control of Bankruptcy
-----------------------------------------------
Law360 reported that MSR Hotels & Resort Inc. asked a New York
bankruptcy judge on Sept. 17 for an extra 30 days to file a
Chapter 11 plan without the threat of a rival proposal being
submitted, saying it will use the time to work with stakeholders
on the terms of a plan.  If its motion is granted, MSR will have
until Nov. 4 to file a plan to the court before the floor opens up
and other parties can submit their own.

                          About MSR Hotels

MSR Hotels & Resorts, Inc., returned to Chapter 11 by filing a
voluntary bankruptcy petition (Bankr. S.D.N.Y. Case No. 13-11512)
on May 8, 2013 in Manhattan.  MSR Hotels & Resorts, formerly known
as CNL Hospitality Properties, Inc., and as CNL Hotels & Resorts,
Inc., listed $500,001 to $1 million in assets, and $50 million to
$100 million in liabilities in its petition.

Paul M. Basta, Esq., at Kirkland & Ellis, LLP, represents the
Debtor.

MSR Resorts sought Chapter 11 bankruptcy to thwart a lawsuit by
lender Five Mile Capital Partners that claims it is owed tens of
millions of dollars related to the recent sale of several luxury
resorts.  MSR Hotels will seek to sell its remaining assets and
wind down.

MSR Hotels, formerly known as CNL Hotels & Resorts Inc., owned a
portfolio of eight luxury hotels with over 5,500 guest rooms.  On
Jan. 28, 2011, CNL-AB LLC acquired the equity interests in the
portfolio through a foreclosure proceeding.  CNL-AB LLC is a joint
venture consisting of affiliates of Paulson & Co. Inc., a joint
venture affiliated with Winthrop Realty Trust, and affiliates of
Capital Trust, Inc.

Morgan Stanley's CNL Hotels & Resorts Inc. owned the resorts
before the Jan. 28 foreclosure.

Following the acquisition, five of the resorts with mortgage debt
scheduled to mature on Feb. 1, 2011, were sent to Chapter 11
bankruptcy by the Paulson and Winthrop joint venture affiliates.
Then known as MSR Resort Golf Course LLC, the company and its
affiliates filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead
Case No. 11-10372) in Manhattan on Feb. 1, 2011.  The resorts
subject to the 2011 filings were Grand Wailea Resort and Spa,
Arizona Biltmore Resort and Spa, La Quinta Resort and Club and PGA
West, Doral Golf Resort and Spa, and Claremont Resort and Spa.

In the 2011 petitions, the five resorts had $2.2 billion in assets
and $1.9 billion in debt as of Nov. 30, 2010.  In its 2011
schedules, MSR Resort disclosed $59,399,666 in total assets and
$1,013,213,968 in total liabilities.

In the 2011 bankruptcy, James H.M. Sprayregen, P.C., Esq., Paul M.
Basta, Esq., Edward O. Sassower, Esq., and Chad J. Husnick, Esq.,
at Kirkland & Ellis, LLP, served as the Debtors' bankruptcy
counsel.  Houlihan Lokey Capital, Inc., acted as the Debtors'
financial advisor.  Kurtzman Carson Consultants LLC acted as the
Debtors' claims agent.

The Official Committee of Unsecured Creditors in the 2011 case was
represented by Martin G. Bunin, Esq., and Craig E. Freeman, Esq.,
at Alston & Bird LLP, in New York.

In March 2012, the Debtors won Court approval to sell the Doral
Golf Resort to Trump Endeavor 12 LLC, an affiliate of Donald
Trump's Trump Organization LLC, for $150 million.  An auction was
held in February that year but no other bids were received.

The 2011 Debtors won approval of a bankruptcy-exit plan in
February this year.  That plan was predicated on the sale of the
remaining four resorts by the Government of Singapore Investment
Corp. -- the world's eighth-largest sovereign wealth fund,
according to the Sovereign Wealth Fund Institute -- for $1.5
billion.

U.S. Bankruptcy Judge Sean Lane, who oversaw the 2011 cases,
overruled Plan objections by the U.S. Internal Revenue Service and
investor Five Mile.  The IRS and Five Mile alleged that the sale
created a tax liability of as much as $331 million that may not be
paid.

Bloomberg News reported that the exit plan provides for repayment
of 96% of secured debt and 100% of general unsecured debt.  Five
Mile stood to lose about $58 million, including investments by
pension funds and other parties, David Friedman, Esq., a lawyer
for Five Mile, said during the Plan approval hearing, according to
Bloomberg.

That Plan was declared effective on Feb. 28, 2013.

On April 9, 2013, Five Mile sued Paulson & Co. executives and MSR
Hotels in New York state court, alleging they (i) mishandled the
company's intellectual property and other assets in a bankruptcy
sale, and failed to get the best price for the assets, and (ii)
owe Five Mile $58.7 million on a loan.  According to a Reuters
report, Five Mile seeks $58.7 million representing sums owed,
including interest and costs, plus at least $100 million for
breach of fiduciary duty, gross negligence and corporate waste.


MTS GOLF: Bid to Continue Confirmation Hearing to Oct. 24 Okayed
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona has granted
MTS Land, LLC's and MTS Golf, LLC's motion to continue the
September 26 hearing on confirmation of the Debtors' Third Amended
Joint Plan of Reorganization, as modified, to Oct. 24, 2013, at
2:30 p.m.

                          About MTS Land

MTS Land, LLC, and MTS Golf, LLC, own and operate the now dormant
Mountain Shadows Golf Club.  They filed separate Chapter 11
petitions (Bankr. D. Ariz. Case Nos. 12-16257 and 12-16257) in
Phoenix on July 19, 2012.  Mountain Shadows Golf Club --
http://www.mountainshadowsgolfclub.com/-- is an 18 hole, par 56
course located at Paradise Valley.  Nestled in the foothills of
Camelback Mountain, the 3,081-yard Executive course claims to be
one of the most scenic golf courses in Arizona.  MTS Land and MTS
Golf are affiliates of Irvine, Cal.-based Crown Realty &
Development Inc.  MTS Land and MTS Golf each estimated assets and
debts of $10 million to $50 million.

Judge Charles G. Case II oversees the Debtors' cases.  Gerald M.
Gordon, Esq., Robert C. Warnicke, Esq., and Teresa M. Pilatowicz,
Esq., at Gordon Silver, represent the Debtor.  The petition was
signed by Robert A. Flaxman, administrative agent.

Lender U.S. Bank is represented by Steven D. Jerome, Esq., and
Evans O'Brien, Esq., at Snell & Wilmer L.L.P.

The Plan filed in the Debtors' cases provides that all creditors
with allowed claims will be paid the amount of their allowed
claims in full through the Plan.  Holders of equity securities of
Debtors will retain all of their legal interests.

The U.S. Trustee for Region 14 advised the Court that an official
committee of unsecured creditors has not been appointed because an
insufficient number of persons holding unsecured claims against
the Debtors have expressed interest in serving on a committee.
The U.S. Trustee reserves the right to appoint a committee if
interest develop among the creditors.


MUD KING: Opposes National Oilwell's Lift Stay Bid
--------------------------------------------------
Mud King Products, Inc., opposes National Oilwell Varco, LP's
Motion For Relief from the Automatic Stay to Proceed with a State
Court Action Against Debtor and Employee Defendants.

According to the Debtor, the automatic stay should not be
terminated to allow the NOV Litigation to proceed against the
Debtor or its Employee Defendants.

"No valid basis exists to warrant termination [of the automatic
stay].  The Debtor cannot reorganize until NOV's claim, if any, is
liquidated and a determination is made as to related employee
indemnification claims."

According to the Debtor, it cannot wait three years to liquidate
NOV's claim.  "The Debtor is a small company and does not have the
unlimited "war chest" available to NOV to pay the tremendous
attorneys fees and expenses required to fight this litigation."

"This Court has scheduled a hearing for October 3 and 4 on
Debtor's Motion to Estimate NOV's claim.  Once the claim is
estimated, the Debtor will be able to file a plan, which provides
for payment of any claim that NOV may hold, and proceed with its
reorganization.

"Further, NOV has filed a Proof of Claim in this case and has
therefore submitted to this Court's jurisdiction and its ability
to estimate NOV's claim.  Filing this motion is simply another
litigation tactic by NOV to continue its pattern of vexatious
litigation in order effectively kill the Debtor's business.
Moreover, the Debtor's bylaws provide for indemnification of the
Employee Defendants.  Thus, any liability imposed against the
Employee Defendants is likely to result in additional claims
against the Debtor.  To the extent these claims arise, they would
also be paid pursuant to a plan of reorganization.  Judge Atlas
has found that if the indemnification is enforceable, there is an
"actual" identity of interests between the indemnified [Employee]
Defendant[s] and Debtor Mud King itself."  Termination of the
automatic stay as to the Employee Defendants would only increase
indemnity claims against the Debtor and deplete the Debtor's
estate.

"Accordingly, the automatic stay should not be terminated.
Terminating the automatic stay as to the Debtor or the Employee
Defendants would result in a continuation of protracted litigation
against the Debtor and its employees, payment of significant
attorneys fees and expenses during this period, significantly
impact Debtor's ability to reorganize and severely diminish any
return to unsecured creditors in this case.

"Finally, this Motion does not comply with Local Bankruptcy Rule
4001-1.  NOV failed to conduct the required conference call with
the Debtor prior to filing the motion.  This is evidenced by the
lack of a certificate of conference.  Thus, the motion should be
denied on this basis as well."

A copy of the Debtor's Response and Objection is available at:

            http://bankrupt.com/misc/mudking.doc148.pdf

As reported in the TCR on Sept. 2, 2013, National Oilwell is
requesting for relief from the automatic stay to proceed with a
state court action pending action in the District Court against
Debtor and employee defendants -- Nigel Brassington, Freddy
Rubiano, Sean Cougot, Martin Rodriguez, and former Mud King
employee Gary Clayton. According to National Oilwell, Messrs.
Brassington and Handoyo violated their Directors' duties of
loyalty and care by amending Mud King's bylaws.  Messrs.
Brassington and Handoyo violated their duty of care when they
authorized Mud King to incur indemnification obligations to the
employee defendants on the eve of the Company's bankruptcy.

The Court will consider the request at a Sept. 18, 2013, hearing
at 9 a.m.

                      About Mud King Products

Mud King Products, Inc., filed a Chapter 11 petition (Bank. S.D.
Tex. Case No. 13-32101) on April 5, 2013.  The petition was signed
by Erich Mundinger as vice president.  The Debtor disclosed
$18,959,158 in assets and $3,351,216 in liabilities as of the
Chapter 11 filing.  Annie E Catmull, Esq., Melissa Anne Haselden,
Esq., Mazelle Sara Krasoff, Esq., and Edward L Rothberg, Esq., at
Hoover Slovacek, LLP, represent the Debtor in its restructuring
effort. Judge Karen K. Brown presides over the case.

The U.S. Trustee was unable to appoint an official committee of
unsecured creditor.


NET ELEMENT: Board Approves CEO's Compensation
----------------------------------------------
The Board of Directors of Net Element International, Inc.,
approved the compensation of Oleg Firer, the Company's chief
executive officer (since April 16, 2013).  Mr. Firer's base salary
is $300,000 per annum payable in equal installments in accordance
with the Company's regular payroll cycle.  Mr. Firer is paid an
additional $300,000 per annum payable quarterly.  The Company also
reimburses Mr. Firer for motor vehicle and other expenses in the
sum of $26,000 per annum, payable in equal monthly installments.
In addition, Mr. Firer is eligible to earn an annual bonus of up
to $300,000 subject to achieving performance or other benchmarks
approved by the compensation committee, and additional
discretionary bonus in amounts determined from time to time by the
compensation committee.  As of Sept. 16, 2013, the compensation
committee has not yet approved the performance criteria or other
benchmarks for purposes of determining the annual bonus.

                         About Net Element

Miami, Fla.-based Net Element, Inc. (formerly TOT Energy, Inc.)
currently operates several online media Web sites in the film,
auto racing and emerging music talent markets.

Following the 2011 results, Daszkal Bolton LLP, in Fort
Lauderdale, Florida, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has experienced recurring losses
and has an accumulated deficit and stockholders' deficiency at
Dec. 31, 2011.

The Company reported a net loss of $24.85 million in 2011,
compared with a net loss of $3.10 million in 2010.

The Company's balance sheet at June 30, 2012, showed $3.22 million
in total assets, $7.69 million in total liabilities, and a
$4.46 million total stockholders' deficit.


NNN 3500: Has Until Oct. 1 to File Schedules and Statements
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
extended until Oct. 1, 2013, the deadline for NNN 3500 Maple 1 LLC
to file schedules of assets and liabilities and statement of
financial affairs.

Jupiter, Florida-based NNN 3500 Maple 1, LLC filed for Chapter 11
protection (Bankr. N.D. Tex. Case No. 13-34362) on Aug. 29, 2013.
26 of its affiliates simultaneously filed for Chapter 11
protection.

Bankruptcy Judge Harlin DeWayne Hale presides over the case.
Michelle V. Larson, Esq., at Andrews Kurth, LLP represents the
Lead Debtor in its restructuring effort.  The Lead Debtor
estimated assets at $50 million to $100 million and debts at
$50 million to $100 million.  The petitions were signed by Mubeen
Aliniazee, restructuring officer.


NNN 3500: U.S. Bank Wants Reinstatement of Stay Denied
------------------------------------------------------
U.S. Bank National Association asks the U.S. Bankruptcy Court for
the Northern District of Texas to (i) deny the request of NNN 3500
Maple 26 LLC to reinstate the automatic stay; (ii) direct parties
to comply with Section 362 and other provisions of the Bankruptcy
Code; and (iii) direct non-debtor parties to continue to perform
under terms of contracts and leases; or, in the alternative (iv)
granting stay of lift stay order pending appeal.

U.S. Bank National Association, as trustee, successor-in-interest
to Bank of America, N.A., as trustee for the Registered Holders of
Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-
Through Certificates, Series 2006-C23, by and through CWCapital
Asset Management LLC, solely in its capacity as special servicer,
explained that, among other things:

   1. the Court has twice ruled that the Trust is entitled to
relief from the automatic stay because Maple 26 has no equity in
the property and Maple 26, a single tenant in common investor
cannot confirm a plan of reorganization that modifies the rights
and obligations of the Trust against all of the TIC Investors;

   2. Maple 26 is not entitled to a stay pending appeal because
Maple 26 cannot establish any of the elements required to obtain a
stay pending appeal.

U.S. Bank also pointed out that the Court has made clear in its
prior stay relief order, that a bankruptcy plan cannot be
confirmed unless all of the TIC owners of the property file for
bankruptcy. Despite the clarity of the Court's ruling, some, but
not all, of the Debtor's fellow TIC investors recently filed
Chapter 11 cases to forestall a Sept. 3, 2013 foreclosure.

The Debtor, along with the other 32 tenant in common owners hold
bare legal title to an office building located at 3500 Maple
Avenue in Dallas Texas.  The property is encumbered by a first
lien deed of trust held by the Trust which has been in payment
default since October 2012.

Gregory A. Cross, Esq., at Venable LLP, and Steven R. Smith, Esq.,
at Perkins Coie LLP, represent CWCapital.

In a minute entry for the Sept. 4 hearing, Wesley Denton Ray, Esq.
on behalf of the Debtor, informed the Court that the parties have
agreed to let the stay relief motion ride the calendar with plan
confirmation when set, and Scott Jenkins, counsel for secured
creditor, agreed.

                   About NNN 3500 Maple 1, LLC

Jupiter, Florida-based NNN 3500 Maple 1, LLC filed for Chapter 11
protection (Bankr. N.D. Tex. Case No. 13-34362) on Aug. 29, 2013.
26 of its affiliates simultaneously filed for Chapter 11
protection.

Bankruptcy Judge Harlin DeWayne Hale presides over the case.
Michelle V. Larson, Esq., at Andrews Kurth, LLP represents the
Lead Debtor in its restructuring effort.  The Lead Debtor
estimated assets at $50 million to $100 million and debts at
$50 million to $100 million.  The petitions were signed by Mubeen
Aliniazee, restructuring officer.


NUVILEX INC: Incurs $4.6 Million Net Loss in July 31 Quarter
------------------------------------------------------------
Nuvilex, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $4.66 million on $0 of total revenue for the three months ended
July 31, 2013, as compared with a net loss of $510,517 on $6,626
of total revenue for the same period last year.

The Company's balance sheet at July 31, 2013, showed $3.39 million
in total assets, $994,155 in total liabilities, $500,000 in
preferred stock, and $1.90 million in total stockholders' equity.

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

                        http://is.gd/miRW0T

                         About Nuvilex Inc.

Silver Spring, Md.-based Nuvilex, Inc.'s current strategy is to
focus on developing and marketing products designed to improve the
health and well-being of those who use them.

Nuvilex incurred a net loss of $1.59 million on $12,160 of product
sales for the 12 months ended April 30, 2013, as compared with a
net loss of $1.89 million on $66,558 of total revenue during the
prior year.

Robison, Hill & Co., in Salt Lake City, Utah, issued a "going
concern" qualification on the consolidated financial statements
for the year ended April 30, 2013.  The independent auditors noted
that the Company has suffered recurring losses from operations
which raises substantial doubt about its ability to continue as a
going concern.


ORCKIT COMMUNICATIONS: Stock Moved to TASE Maintenance List
-----------------------------------------------------------
Orckit Communications Ltd.'s ordinary shares were transferred from
the main list of the Tel Aviv Stock Exchange to the maintenance
list of the TASE for failure to satisfy the minimum shareholders'
equity condition for continued listing on the main list.  As of
June 30, 2013, the Company's capital deficiency was approximately
$11.5 million.  The TASE informed the Company that if the
conditions for renewing trade on the TASE's main list will not be
satsified within 24 months, the Company's shares will be delisted
on Sept. 16, 2015.  Trading  of securities on the TASE's
maintenance list is carried out once per day, in a limited format.
This could have a negative impact on the trading price of
Company's shares on the TASE.

                            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 June 30, 2013, showed $13.52 million in total assets,
$25.02 million in total liabilities and a $11.50 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.


OUTERWALL INC: Moody's Ratings Unchanged Over Lower 3Q Guidance
---------------------------------------------------------------
Moody's Investors Service said that Outerwall Inc.'s (Ba2 CFR)
announcement that it updated its guidance for the third quarter
and the year 2013, including reducing its estimates for revenues,
EBITDA and free cash flow, as well as increasing its share
repurchases by $100 million, will not impact the company's credit
ratings. Moody's believes that the new guidance is much lower than
the previous public guidance but still consistent with or better
than Moody's expectations back when the company's credit ratings
were assigned earlier this year. In addition, Moody's believes
that the issues that contributed to the shortfall will be swiftly
remediated, capex will be reduced, and leverage is still expected
to decline to a level comfortably under 2.0x within the next six
to twelve months. This would leave the company with strong
financial flexibility within its rating, particularly when the
company turns around the promotion related issues that plagued the
company's Redbox division in recent quarters. Moody's believes
that the higher share repurchases will slow, but not halt the
company's debt reduction capabilities, and the company's liquidity
will remain solid.

Outerwall Inc. (formerly named Coinstar, Inc.), with its
headquarters in Bellevue, Washington, is a leading provider of
automated retail solutions through its network of self-service
kiosks. Its offerings include Redbox, the company's largest
business, where consumers can rent movies and video games, its
Coin business where consumers can convert their coins to cash or
stored value cards, and its New Ventures business which identifies
and develops new concepts in automated retail.


PACIFIC GOLD: Stockholders Elect Two Directors
----------------------------------------------
The 2013 Annual Meeting of Stockholders of Pacific Gold Corp. was
held on Sept. 11, 2013, at which the stockholders:

   (i) elected Robert Landau and Mitchell Geisler as directors
       to serve until the 2014 Annual Meeting of Stockholders and
       until their respective successors are elected and
       qualified, or until that director's earlier death,
       resignation or removal;

  (ii) approved an amendment to the Company's Articles of
       Incorporation to increase the number of authorized shares
       of common stock from 3,000,000,000 to 10,000,000,000,
       subject to the Board of Directors' authority to abandon
       that amendment;

(iii) approved an amendment to the Company's Articles of
       Incorporation to effect a reverse stock split of its Common
       Stock at a specific ratio within a range from 1-for-50 to
       1-for-200 and authorized the Board of Directors to
       determine, at its discretion, the timing and the specific
       ratio of the reverse stock split, subject to the Board of
       Directors' authority to abandon that amendment;

  (iv) approved the Company's 2013 Equity Performance Plan;

   (v) approved the compensation of the Company's executive
       officers;

  (vi) selected "every 3 years" as the desired frequency of future
       advisory vote on executive compensation; and

(vii) ratified the selection by the Company's Board of Directors
       of Silberstein Ungar, PLLC, as the Company's independent
       registered public accounting firm for the fiscal year
       ending Dec. 31, 2013.

                         About Pacific Gold

Las Vegas, Nev.-based Pacific Gold Corp. is engaged in the
identification, acquisition, and development of prospects believed
to have gold mineralization.  Pacific Gold through its
subsidiaries currently owns claims, property and leases in Nevada
and Colorado.

Pacific Gold disclosed a net loss of $16.62 million in 2012, as
compared with a net loss of $1.38 million in 2011.  As of June 30,
2013, the Company had $1.39 million in total assets, $4.30 million
in total liabilities and a $2.91 million total stockholders'
deficit.

Silberstein Ungar, PLLC, in Bingham Farms, Michigan, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012.  The independent
auditors noted that the Company has incurred losses from
operations, has negative working capital and is in need of
additional capital to grow its operations so that it can become
profitable.  These factors raise substantial doubt about the
Company's ability to continue as a going concern.


PACIFIC THOMAS: Disclosure Statement Hearing Continued to Oct. 10
-----------------------------------------------------------------
The hearing to consider the approval of the disclosure statement
of Pacific Thomas Corporation's First Amended Plan of
Reorganization has been continued to Oct. 10, 2013, at 10:30 a.m.

As reported by The Troubled Company Reporter on July 25, 2013,
Pacific Thomas amended the Disclosure Statement to address
objections raised by two secured creditors -- Private Mortgage
Fund LLC and Summit Bank.

The Disclosure Statement dated July 11, 2013, reveals that the
Plan proposes a restructuring plan with a refinance or sale within
60 months.  The Debtor seeks to accomplish payments under the Plan
by restructuring notes secured by real property of the estate held
by Summit Bank, Bank of the West, Jacol, and Private Mortgage, by
restructuring notes secured by personal property and real property
of the estate, by restructuring liens levied by the real estate
taxing authorities, and by a full payoff off all secured and
general unsecured creditors within 60 months.  The secured
creditors as well as the general unsecured creditors of the estate
will be paid the present value of their claim at a market interest
rate over a 60-month period through net income generated from the
Pacific Thomas Properties and/or through a refinance or sale of
the Pacific Thomas Properties.  A full-text copy of the Amended
Disclosure Statement is available for free at:

         http://bankrupt.com/misc/PACIFICTHOMASds0711.pdf

                   About Pacific Thomas Corp.

Walnut Creek, California, Pacific Thomas Corporation filed a
Chapter 11 petition (Bankr. N.D. Cal. Case No. 12-46534) in
Oakland on Aug. 6, 2012, estimating in excess of $10 million in
assets and liabilities.

The Debtor is related to Pacific Thomas Capital, which specializes
in real estate services, focusing on the investment, ownership and
development of commercial real estate properties, according to
http://www.pacificthomas.com/ Real estate activities has spanned
throughout the Hawaiian Islands as well as U.S. West Coast
locations in California, Nevada, Arizona and Utah.  Hawaii based
activities are managed under the name Thomas Capital Investments.

Bankruptcy Judge M. Elaine Hammond presides over the case.  Anne-
Leith Matlock, Esq., at Matlock Law Group, P.C., serves as general
counsel.  The petition was signed by Jill V. Worsley, COO,
secretary.  Kyle Everett was named Chapter 11 trustee of the
Debtor.  Craig C. Chiang, Esq., at Buchalter Nemer, P.C., in San
Francisco, Calif., represents the Chapter 11 trustee as counsel.

In its schedules, the Debtor disclosed $19,960,679 in assets and
$16,482,475 in liabilities as of the
petition date.


PATRIOT COAL: Disclosure Statement Hearing Scheduled for Nov. 6
---------------------------------------------------------------
Patriot Coal filed a notice with the U.S. Bankruptcy Court setting
forth the relevant dates for approval of its forthcoming
Disclosure Statement.  The Disclosure Statement is expected to be
filed on or before Oct. 2, 2013, and the approval hearing is
currently scheduled for Nov. 6, 2013.

Patriot Coal disclosed that its Debtor-in-Possession financing has
been extended to Dec. 31, 2013.

            To Idle Logan County Thermal Coal Complex

Patriot Coal plans to idle its Logan County complex located near
Man, West Virginia, reducing thermal coal production by
approximately two million annual tons.  Pursuant to the WARN Act,
the Company gave 60-day notice to affected employees.  The
operations expected to be idled include the Guyan surface mine and
the Fanco preparation plant and rail loadout - with a total of
approximately 250 employees being impacted.  Efforts are being
made to place employees into open positions at other Patriot
subsidiary operations, and the Company currently anticipates that
about 50 employees will be offered jobs at those locations.

"This is an unfortunate but necessary step to align Patriot's
production with expected sales," said Patriot President and Chief
Executive Officer Bennett K. Hatfield.  "Despite the substantial
progress being made in the Patriot reorganization, we still have
to contend with the industry-wide challenge of coal prices that
have fallen well below production costs at many Central
Appalachian mines.  Thermal coal markets are extremely weak due to
low natural gas prices and costly regulatory changes that have
reduced coal-fueled electricity generation capacity."

                        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.


PENSACOLA BEACH: Explores Refinancing Options with Ladder Capital
-----------------------------------------------------------------
Pensacola Beach, LLC, filed with the Bankruptcy Court a
preliminary motion to request approval to explore refinancing.

Counsel to the Debtor, Sherry F. Chancellor, Esq., relates that
Ladder Capital Finance, LLC, has been in discussions for an
initial $13 million loan to the Debtor to assist on refinancing
and payment of loans to American Fidelity Life Insurance Company.

The Debtor owns a property located at 24 Via Deluna, Pensacola
Beach, Florida, known as Springhill Suite by Marriott, Pensacola
Beach.  The property is subject to a lien of a first mortgage in
favor of American Fidelity Life Insurance Company.  Balance owed
on the mortgage is $15.71 million.

In connection with the refinancing talks, Ladder Capital requires
a Mezzanine Loan.  The Mezzanine borrower will Pensacola Beach,
Inc., who will pay the initial deposits required by the lender and
will execute the lender term sheet.  The Debtor will have no
obligation during this preliminary phase, Mr. Chancellor relays.

The funds from the Initial DIP loan will be supplemented by $2
million from the Mezzanine Loan.  The Mezzanine Loan will be
repaid through operations of the business.  No payments will be
made through the operating accounts of the business until American
Fidelity has been paid in full and the State Court order that has
previously controlled the finances of the Debtor has been rendered
moot.  Any balance over the $15 million will then be paid through
alternate resources, including payments by affiliate entities of
the Debtor and will not require the Debtor to incur additional
debt.

The loan will have a 25-year term and bear an interest of 6.1%,
payable at the end of the loan term.

Should the refinancing be approved, the Debtor will grant the
Lender a first lien upon and a security interest in and to the
Debtor's real property referred to as Springhill Suites by
Marriott, Pensacola Beach, as well as other tangible and
intangible property relating to the property.  The Initial DIP
Loan will pay in full the PrePetition loan and upon payment of
same, the lien of the lender will have first priority.

An evidentiary hearing is scheduled for Sept. 26, at 09:30 a.m.,
for the Debtor's requeset.

                      About Pensacola Beach

Gulf Breeze, Florida-based Pensacola Beach, LLC, aka Springhill
Suites by Marriott Pns Beach, filed for Chapter 11 bankruptcy
(Bankr. N.D. Fla. Case No. 13-30569) on May 2, 2013.  Judge
William S. Shulman oversees the case.  Sherry F. Chancellor, Esq.,
at The Law Office of Sherry F. Chancellor, serves as the Debtor's
counsel.  The Debtor also tapped Mark J. Proctor and Travis P.
Lepicier and the law firm of Levin, Papantonio, Thomas, Mitchell,
Rafferty and Proctor, P.A., as attorneys in regard to the British
Petroleum/Deep Water Horizon Oil Spill claims.

In its petition, Pensacola Beach estimated $10 million to
$50 million in both assets and debts.  The petition was signed by
David Brannen, managing member.

In its schedules, the Debtor disclosed $22,523,252 in assets and
$16,655,337 in liabilities.

A plan of reorganization has been filed in the Debtor's case.  The
Plan proposes payments to American Fidelity Life Insurance
Company.  A Sept. 26 hearing has been set for considering adequacy
of the Disclosure Statement explaining the Plan.


PENSON WORLDWIDE: Seeks Dismissal of GHP1 Inc.'s Chapter 11 Case
----------------------------------------------------------------
Penson Technologies, LLC, as successor-in-interest to debtors
other than GHP1, Inc., and GHP1 ask the Delaware bankruptcy court
to (i) dismiss the Chapter 11 case of GHP1, Case No. 12-10070, and
(ii) modify the caption of the jointly administered cases to
remove GHP1 as a debtor in the cases.

Counsel to the Debtors, Ryan M. Bartley, Esq., of Young Conaway
Stargatt & Taylor LLP, relates that GHP1 has no liquid assets and
its illiquid assets are not expected to yield any material value.
On the other hand, he reveals, several claims have been asserted
against GHP1, including a purported priority tax claim by the
Wisconsin Department of Revenue for $137,000.

Since GHP1 does not have any assets of any material value, it does
not anticipate that it will be able to make distributions to
satisfy claims of any of its creditors -- either under a chapter
11 plan or a chapter 7 liquidation.

The Motion to Dismiss will be heard on Oct. 2, at 9:30 a.m. (ET)
before Judge Peter Walsh.

Pauline K. Morgan, Esq., Kenneth J. Enos, Esq., and Ashley E.
Markow, Esq., of YOUNG CONAWAY STARGATT & TAYLOR, LLP, in
Wilmington, Delaware; as well as Andrew N. Rosenberg, Esq., and
Oksana Lashko, Esq., of PAUL, WEISS, RIFKIND, WHARTON & GARRISON
LLP, in New York, also represent the Debtors.

                   About Penson Worldwide

Plano, Texas-based Penson Worldwide Inc. and its affiliates filed
for Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No. 13-10061)
on Jan. 11, 2013.

Founded in 1995, Penson Worldwide is provider of a range of
critical securities and futures processing infrastructure products
and services to the global financial services industry.  The
company's products and services include securities and futures
clearing and execution, financing and cash management technology
and other related offerings, and it provides tools and services to
support trading in multiple markets, asset classes and currencies.

Penson was one of the top two clearing brokers overall in the
United States.  Its foreign-based subsidiaries were some of the
largest independent clearing brokers in Canada and Australia and
the second largest independent clearing broker in the United
Kingdom as of Dec. 31, 2010.

In 2012, the company sold its futures division to Knight Capital
Group Inc. and its broker-deal subsidiary to Apex Clearing Corp.
But the company was unable to successfully streamline is business
after the asset sales.

Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison LLP, and
Young, Conaway, Stargatt & Taylor serve as counsel to the Debtors.
Kurtzman Carson Consultants LLC is the claims and notice agent.

The U.S. Trustee for Region 3 appointed three members to the
Official Committee of Unsecured Creditors: (i) Schonfeld Group
Holdings LLC; (ii) SunGard Financial Systems LLC; and (iii) Wells
Fargo Bank, N.A., as Indenture Trustee.  The Committee selected
Hahn & Hessen LLP and Cousins Chipman & Brown, LLP to serve as its
co-counsel, and Capstone Advisory Group, LLC, as its financial
advisor.  Kurtzman Carson Consultants LLC serves as its
information agent.

The company estimated $100 million to $500 million in assets and
liabilities in its Chapter 11 petition.  The last publicly filed
financial statements as of June 30 showed assets of $1.17 billion
and liabilities totaling $1.227 billion.

Penson Worldwide's Fifth Amended Joint Liquidation Plan became
Effective and the Company emerged from Chapter 11 protection on
Aug. 15, 2013. The Court confirmed the Plan on July 31, 2013.


PLUG POWER: Closes Offering of 21.4 Million Common Shares
---------------------------------------------------------
Plug Power Inc. completed its previously announced underwritten
public offering of 18,600,000 shares of its common stock at $0.54
per share.  Plug Power also announced that the underwriter
exercised in full its option to purchase an additional 2,790,000
shares of its common stock at $0.54 per share to cover
overallotments.  The sale of the additional 2,790,000 shares was
also completed on Sept. 16, 2013.  Plug Power's common stock is
traded on the NASDAQ Stock Market under the symbol "PLUG."

Cowen and Company, LLC, acted as the sole underwriter for the
offering.

Net proceeds, after underwriting discounts and commissions and
other estimated fees and expenses payable by Plug Power, will be
approximately $10.5 million, which includes the net proceeds from
the sale of the shares pursuant to the overallotment option.  Plug
Power intends to use the net proceeds of the offering for working
capital and other general corporate purposes, including capital
expenditures.

                          About Plug Power

Plug Power Inc. is a provider of alternative energy technology
focused on the design, development, commercialization and
manufacture of fuel cell systems for the industrial off-road
(forklift or material handling) market.

KPMG LLP, in Albany, New York, expressed substantial doubt about
Plug Power's ability to continue as a going concern, following
their audit of the Company's financial statements for the year
ended Dec. 31, 2012, citing the Company's recurring losses from
operations and substantial decline in working capital.

As of June 30, 2013, the Company had $36.38 million in total
assets, $26.96 million in total liabilities, $2.45 million in
series C redeemable convertible preferred stock and $6.96 million
in total stockholders' equity.

                        Bankruptcy Warning

"Our cash requirements relate primarily to working capital needed
to operate and grow our business, including funding operating
expenses, growth in inventory to support both shipments of new
units and servicing the installed base, and continued development
and expansion of our products.  Our ability to meet our future
liquidity needs, capital requirements, and to achieve
profitability will depend upon numerous factors, including the
timing and quantity of product orders and shipments; the timing
and amount of our operating expenses; the timing and costs of
working capital needs; the timing and costs of building a sales
base; the timing and costs of developing marketing and
distribution channels; the timing and costs of product service
requirements; the timing and costs of hiring and training product
staff; the extent to which our products gain market acceptance;
the timing and costs of product development and introductions; the
extent of our ongoing and any new research and development
programs; and changes in our strategy or our planned activities.
If we are unable to fund our operations without additional
external financing and therefore cannot sustain future operations,
we may be required to delay, reduce and/or cease our operations
and/or seek bankruptcy protection," the Company said in the
quarterly report for the period ended June 30, 2013.


POSITIVEID CORP: Ironridge to Resell 6 Million Common Shares
------------------------------------------------------------
PositiveID Corporation registered filed with the U.S. Securities
and Exchange Commission a registration statement on Form S-1
relating to the resale of 6,000,000 shares of common stock of the
Company, par value $0.01 per share, by Ironridge Global IV, Ltd.,
a British Virgin Islands business company, upon conversion of up
to 600 shares of Series F Preferred Stock held by Ironridge
pursuant to a stock purchase agreement, dated Aug. 26, 2013,
between Ironridge and the Company, or that the Company may choose
to issue in lieu of cash as payment of the 7.65 percent dividends
on the Series F.  The Company will not receive any proceeds from
the resale of these shares of common stock.  The total amount of
shares of common stock which may be sold pursuant to this
Prospectus would constitute approximately 17.7 percent of the
Company's issued and outstanding common stock as of Sept. 11,
2013, assuming that the selling stockholder will sell all of the
shares offered for sale.

The selling stockholder may offer all or part of the shares for
resale from time to time through public or private transactions,
at either prevailing market prices or at privately negotiated
prices.

The Company's common stock is quoted on the OTC Markets, under the
ticker symbol "PSID."  On Sept. 11, 2013, the closing price of the
Company's common stock was $0.05 per share.

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

                        http://is.gd/iCMzz2

                         About PositiveID

Delray Beach, Fla.-based PositiveID Corporation has historically
developed, marketed and sold RFID systems used for the
identification of people in the healthcare market.  Beginning in
early 2011, the Company has focused its strategy on the growth of
its HealthID business, including the continued development of its
GlucoChip, its Easy Check breath glucose detection device, its
iglucose wireless communication system, and potential strategic
acquisition opportunities of businesses that are complementary to
its HealthID business.

PositiveID incurred a net loss of $7.99 million on $0 of revenue
for the year ended Dec. 31, 2012, as compared with a net loss of
$16.48 million on $0 of revenue for the year ended Dec. 31, 2011.
The Company's balance sheet at June 30, 2013, showed $2.10 million
in total assets, $7.18 million in total liabilities and a $5.08
million total stockholders' deficit.

EisnerAmper LLP, in New York, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that
at Dec. 31, 2012, the Company has a working capital deficiency and
an accumulated deficit.  Additionally, the Company has incurred
operating losses since its inception and expects operating losses
to continue during 2013.  These conditions raise substantial doubt
about its ability to continue as a going concern.


PRIMCOGENT SOLUTIONS: US Trustee Wants Case Converted to Chapter 7
------------------------------------------------------------------
William T. Neary, the United States Trustee for Region 6 asks the
U.S. Bankruptcy Court to convert Primcogent Solutions, LLC's
Chapter 11 case to one under Chapter 7 of the Bankruptcy Code or,
in the alternative, to dismiss the case under 11 U.S.C. Section
1112(b).

The United States Trustee says the Debtor cannot propose a plan of
reorganization under which it may reorganize, citing:

   1. The automatic stay has lifted as to substantially all of the
Debtor's assets, and those assets have been sold at foreclosure.

   2. The Debtor's remaining significant assets are three causes
of action, which may be prosecuted by a Chapter 7 trustee.

Additionally, according to the U.S. Trustee, upon information and
belief, the Debtor's management has not escrowed sufficient funds
for Erchonia Corporation as required by the cash collateral order
and has failed to turn over the assets foreclosed upon by ORIX
Venture Finance LLC, further warranting conversion of this case.

Alternatively, if the Court is disinclined to convert this case,
the case should be dismissed.

On Aug. 23, 2013, ORIX noticed a foreclosure sale of substantially
all of the Debtor's assets to occur on Sept. 3, 2013, at 1:00 p.m.
The foreclosure sale of the Foreclosed Assets occurred on the
afternoon of Tuesday, Sept. 3, 2013.  Upon information and belief,
the Debtor has failed and refused to turn over some or all of the
Foreclosed Assets to ORIX.

                     About Primcogent Solutions

Primcogent Solutions, LLC, is a supplier and distributor of
medical equipment and services in North America.  Primcogent
operates as the exclusive North American (and, through its
European subsidiaries, Western European) seller or distributor of
equipment manufactured by Erchonia Corporation, pursuant to
exclusive license and supply agreements.  Products sold include
Erchonia's non-invasive body-contouring laser technology
trademarked under the name Zerona(R), including the Zerona Body
Laser.

Primcogent was formed in late 2011 following the acquisition
of the business of Santa Barbara Medical Innovations LLC for
$18 million.  Although the Erchonia agreement gave Primcogent
perpetual rights to sell Erchonia products, Erchonia declared in
March 2013 that the agreement has been terminated due to
Primcogent's alleged failure to perform and starting that time
stopped servicing Primcogent's products.  Primcogent, on the other
hand, claims Erchonia has committed fraud, breached the agreement
and tortiously interfered with Primcogent's business.  Primcogent
cites, among other things, Erchonia's failure to obtain FDA
clearance of Lunula, a laser technology used to treat or cure toe
fungus.

Primcogent also claims ORIX, its secured lender, is working in
concert with Erchonia.  A default in the Erchonia agreement
triggered a cross-default in the credit agreement, and the secured
lender has already seized control of Primcogent's cash account and
is attempting to control warehouse inventory.

Primcogent filed a bare-bones Chapter 11 petition (Bankr. N.D.
Tex. Case No. 13-42368) in Ft. Worth, Texas, on May 20, 2013.  The
petition was signed by David Boris, chairman of board of managers
of managing member.  The Debtor disclosed $82,490,751 in assets
and $27,236,020 in liabilities as of the Chapter 11 filing.  Judge
D. Michael Lynn presides over the case.  Attorneys at Andrews
Kurth, LLP, serve as counsel to the Debtor.

ORIX is represented by Robert W. Jones, Esq., and Brian Smith,
Esq., at Patton Boggs, LLP.

Erchonia is represented by Ira M. Schwartz, Esq., and Lawrence D.
Hirsh, Esq., at Deconcini McDonald Yetwin & Lacy, P.C., and J.
Michael Sutherland, Esq., and Lisa M. Lucas, Esq., at Carrington,
Coleman, Sloman & Blumenthal, LLP.

The Official Committee of Unsecured Creditors is represented by
Looper Reed & McGraw P.C., as counsel.


PURADYN FILTER: To Provide Bypass Filtration Technology in China
----------------------------------------------------------------
HongHua America LLC and Puradyn Filter Technologies Incorporated
announced that HH-A, a subsidiary of HongHua Group Limited, have
entered into a three-year agreement for the exclusive distribution
of the puraDYN(R) Oil Filtration System in China, including
mainland China, Hong Kong, Macau, and Taiwan.  The agreement could
possibly represent $5.75 million in sales of Puradyn product
through 2015.

HH-A, an American company located in Houston, Texas, is the
exclusive agent and distributor in the Americas for the sale of
HongHua Group Limited's drilling rig packages, triplex mud pumps
and expendables, traveling equipment, wellhead equipment, handling
tools, spare parts, and service.

Mr. Frank Ao, president of HH-A said, "We strive to continually
bring new value added products to our customers, and Puradyn's
proprietary value-added technology offering cost-efficient
measures achieves that goal.  The solid research and development
Puradyn has invested into our industry introduces a proven product
that will change the way companies view maintenance practices in
the future.  The reduction in operating costs this product
represents, along with the environmental benefits, is what our
customers demand of us as a supplier.  We fully expect our market
to welcome this type of technology that reduces maintenance costs
and provides longer life to the oil and engines."

Kevin G. Kroger, president and chief operating officer, Puradyn,
said, "Translation of all collateral material, engineering work to
design the puraDYN System into their new rigs, and training, which
was completed this past July in China, are the primary causes for
the delay in this announcement being made until now.  This partner
agreement with HH-A, which was signed in April of this year,
provides both companies a strong growth opportunity in a region
thirsty for economic and environmental benefits.  As for Puradyn,
we look forward to the opportunity of opening up a new market in
China, especially one with such unlimited growth potential, and
being able to do it with such a prestigious business partner.
HongHua- America, LLC is a true leader in its industry and we are
pleased to offer its customers innovative solutions that they
cannot get anywhere else."

Mr. Ao concluded, "Puradyn's advanced filtration technology and
its cost-saving efficiency has been proven by North American
research labs and industry-leading companies with their products
being used on thousands of applications in the past decade.
Meanwhile, there was a void in the Chinese market for such
innovated, oil saving cleaning solutions.  After successful
evaluation of the filtration system in its own drilling rigs,
HongHua is proud to present Puradyn to Chinese customers.  HongHua
will do its best to promote Puradyn products through its network
to create a win-win in our partnerships with Puradyn and China
end-users as well as Chinese people who will be helped by the
environmental benefits.

                         About Puradyn Filter

Boynton Beach, Fla.-based Puradyn Filter Technologies Incorporated
(OTC BB: PFTI) designs, manufactures and markets the puraDYN's Oil
Filtration System.

Puradyn Filter reported a net loss of $2.22 million on
$2.57 million of net sales for the year ended Dec. 31, 2012, as
compared with a net loss of $1.61 million on $2.67 million of net
sales during the prior year.

Liggett, Vogt & Webb, P.A., in Boynton Beach, Florida, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012.  The independent
auditors noted that the Company has suffered recurring losses from
operations, its total liabilities exceed its total assets, and it
has relied on cash inflows from an institutional investor and
current stockholder.  These conditions raise substantial doubt
about the Company's ability to continue as a going concern.


RAMS ASSOCIATES: Gets 2nd Interim Order for Cash Collateral Use
---------------------------------------------------------------
The Hon. Christine M. Gravelle entered a second interim order
authorizing Rams Associates, L.P., to use the cash collateral of
its prepetition lenders through the next scheduled hearing on the
request.

The cash collateral is to be used in accordance with a prepared
budget, a copy of which is available for free at:

    http://bankrupt.com/misc/RAMSAsso_BudgettruOct2013.pdf

Athletic Community Team, LLC, as successor to The Bancorp Bank, is
the Debtor's primary lender having a first priority security
interest on all of the Debtor's assets.  As of the Petition Date,
the Debtor owe ACT about $11.5 million.  In addition, John Sabo,
Linda Sabo, Joseph Carballeira and Catherine Carballeira may
assert security interests in all or certain assets of the Debtor.
These parties are the Debtor's prepetition lenders.

As adequate protection for the cash collateral use, the Debtor
will pay ACT $36,000 monthly and the Lenders are granted
replacement liens.

A further hearing on the cash collateral use request is scheduled
for Oct. 29, at 2:00 p.m., in Trenton.

                       About Rams Associates

Rams Associates LP, doing business as Jersey Shore Arena, filed
a petition for Chapter 11 protection (Bankr. D.N.J. Case No.
13-25541) on July 16, 2013, in Trenton.  The petition was signed
by John Sabo as general partner.  Judge Christine M. Gravelle
presides over the case.  Norris Mclaughlin & Marcus, P.A., serves
as the Debtor's counsel.  The Debtor estimated assets and debts of
at least $10 million.


RED OAK: Moody's Hikes Rating on $284MM Senior Bonds to 'B1'
------------------------------------------------------------
Moody's upgraded the rating of Red Oak, LLC's approximately $284
million senior secured bonds to B1 from B2 and revised the outlook
to stable from positive.

Ratings Rationale:

The rating upgrade reflects Red Oak's solid operational
performance since its April 2013 return to service following an
extended outage to repair its steam turbine. Specifically since
April, the project has been operating with average availability
above 95% and an average capacity factor above 75% (July and
August capacity factors were close to 90%). Although the outage
will continue to impact Red Oak's financial results and liquidity
profile in the short-run, the rating upgrade reflects the medium-
to-longer term prospects for the project which include improved
financial metrics owing to better operating performance and lower
operating costs following an amendment to its long-term Term
Warranty Agreement (TWA). Moody's understands the amended TWA
incorporates the use of longer lived equipment which extends the
time between outages and the term of the agreement and also
results in a lower annual cost to the project.

The rating upgrade factors in the existence of long-term
contractual arrangements that continue through early 2022 which
provide a consistent level of contracted cash flow and also
considers the attractiveness of the asset as a competitive
generating unit beginning in 2022 given its location in eastern
New Jersey. The rating further acknowledges Carlyle Group LP's
(Carlyle) announced agreement to acquire the project from a
subsidiary of Energy Capital Partners Fund II (ECP) which Moody's
views as being neutral to the B1 project rating. Moody's view
incorporates an expectation that Red Oak will be managed by
Carlyle's power affiliate, Cogentrix Energy Power Management, LLC,
that the structure and terms of the financing, including its
tolling agreement with TAQA Gen X LP, will generally remain
unchanged, and that Carlyle will provide the project with
operational and liquidity support that is at least comparable to
the current arrangements with ECP.

Moody's last rating action on Red Oak occurred in March 2012 when
the then B2 rating was affirmed and the outlook revised to
positive following the announcement that an ECP subsidiary had
agreed to acquire the project from AES Corporation (Ba3 Stable).
The positive outlook reflected improvements in the project's
operational performance that were expected to allow Red Oak to
remain current on subordinated payments to its counterparty. The
positive outlook also reflected Moody's view that if needed, ECP
would provide liquidity support in the form of management fee
deferrals or subordinate cash contributions. Since its
acquisition, ECP has contributed approximately $3 million of
subordinate capital to the project.

Notwithstanding the improved operating performance at Red Oak
during 2012, in January 2013, as the plant was coming on line
following repairs to the nearby Raritan substation that had been
flooded by Hurricane Sandy, a bowing of its steam turbine rotor
occurred causing the project to remain out of service until the
beginning of April 2013. The total cost for repairs was about $3.6
million, of which $3.1 million is expected to be recovered from
insurance in 2013/early 2014. There is also an estimated $7
million impact to revenues/earnings that will occur in 2013 and
2014 due to lower plant availability and associated penalties, of
which approximately $5 million is expected to be recouped from
business interruption insurance in 2014.

Because of these events, Moody's expects cash flow coverage of
senior debt service (as calculated by Moody's including the impact
of insurance proceeds, but excluding cash balances) to approximate
1.04x and 1.30x in 2013 and 2014, respectively. Absent the impact
of the outage, the ratios would have been expected to be around
1.18x and 1.23x, respectively. By comparison, in 2012, the project
achieved a senior debt service coverage ratio of 1.27x and net
total debt service coverage (after subordinated payments) was
about 1.04x.

As a result of 2013 outage, the project is currently deferring
subordinate management fees and certain payments to its power off-
taker which, under the terms of the power sales agreement, are
permitted to be deferred (Fuel Conversion volume Rebate (FCVR)
payments); Moody's anticipates deferral of a portion of these
subordinated payments will continue into 2014. In addition,
primarily owing to the delay in receipt of insurance proceeds,
Moody's understands that Red Oak drew a total of about $6 million
from its $18.6 million debt service reserve for payment of debt
service during 2013. The reserve is expected to be fully
replenished over the next few months. Beyond 2013, because of the
seasonal nature of the project's capacity payments, Moody's
understands that modest interim draws of the debt service reserve
may be needed during certain shoulder periods and replenished in
the following months. While Moody's recognizes that the use of
debt service reserves for temporary liquidity is not an acceptable
normal practice, in this particular instance the occasional draws
on the debt service reserves is counterbalanced by the improving
financial performance now that Red Oak is back-on line and
performing well, and Moody's belief that this performance will be
sustained. Failure to replenish the draws as expected would
negatively influence Moody's views on the project.

Red Oak's stable outlook reflects Moody's expectation of normal
operating performance, a replenishment of the debt service reserve
over the next few months and senior debt service coverage ratios
beyond 2013 remaining above 1.20 times - with net total debt
service coverage ratios (after subordinated payments) generally
above 1.0 time. Although these metrics may arguably support some
consideration of a higher rating, the B1 rating is constrained by
the project's weak liquidity position and its unusual planned use
of its debt service reserve beyond 2013 to address seasonal
liquidity needs.

With this upgrade, the rating is not expected to be upgraded in
the short-term. Longer-term, consideration of a higher rating is
not likely unless Red Oak addresses the seasonal liquidity issue
with additional permanent liquidity.

Downward rating pressure could develop if the project were to
experience significant prolonged operational challenges or other
unexpected cost increases such that senior debt service coverage
ratios could be expected to remain around 1.0 times.

Red Oak is an 830 megawatt (MW) gas-fired electric generating
project located in Sayreville, New Jersey. The project, currently
sells all of its capacity to TAQA Gen X LP, a joint venture
between subsidiaries of Abu Dhabi Nation Energy Company and Morgan
Stanley pursuant to a tolling agreement expiring in early 2022.
The project interests are held by a subsidiary of ECP and managed
by its operating affiliate EquiPower Resources Corp.

The principal methodology used in this rating was Power Generation
Projects published in December 2012.


RESIDENTIAL CAPITAL: Deal on 151 RMBS Servicing Claims Okayed
-------------------------------------------------------------
Judge Martin Glenn approved the stipulation under which debtor
Residential Capital LLC and certain holders of certificates in
certain of the Debtors' residential mortgage-backed
securitizations agreed that if the Proposed Chapter 11 Plan is
confirmed and if the effective date of the Proposed Chapter 11
Plan occurs, the RMBS trusts will have allowed as non-subordinated
unsecured claims in the amount of $209.8 million against the GMACM
Debtors and $7,091.2 million against the RFC Debtors.

In exchange for these allowed claims, the RMBS Trusts will be
deemed to provide a full and complete discharge of the Debtors
from any and all RMBS Trust claims.

A full-text copy of the Stipulation with accompanying schedule of
the subject claims is available for free at:

      http://bankrupt.com/misc/RESCAP_rmbsstip0910.pdf

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities at March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap sold most of the businesses for a combined $4.5 billion.
The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


RGR WATKINS: Section 341(a) Meeting Set on October 21
-----------------------------------------------------
A meeting of creditors in the bankruptcy case of RGR Watkins, LLC,
will be held on Oct. 21, 2013, at 9:30 a.m. at Tampa, FL, - Room
100-B, Timberlake Annex, 501 E. Polk Street.  Creditors have until
Nov. 26, 2013, to submit their proofs of claim.

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

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

RGR Watkins, LLC, filed a petition for Chapter 11 protection
(Bankr. M.D. Fla. Case No. 13-bk-12147) on Sept. 12, 2013, in
Tampa, Florida.  The petition was signed by Robert G. Roskamp as
manager.  The Debtor estimated assets and debts of at least $10
million.  The Debtor is represented by Elena P. Ketchum, Esq.
-- eketchum.ecf@srbp.com -- and Amy Denton Harris, Esq. --
aharris.ecf@srbp.com --  at Stichter, Riedel, Blain & Prosser,
P.A., in Tampa, FL, as counsel.


RHINOCEROS VISUAL: Gravity Files Chapter 11 to Avoid Eviction
-------------------------------------------------------------
Rhinoceros Visual Effects and Design LLC sought Chapter 11
bankruptcy protection (Bankr. S.D.N.Y. Case No. 13-_____) on
Sept. 17, 2013.

Rhinoceros Visual Effects, aka Gravity, is known for its computer
animation and digital effects appear in Ford and Got Milk? ads.
Gravity provides computer-generated animation and digital visual
effects for commercials, movies, television shows and other
productions.

Zviah Eldar is Gravity's Chief Executive Officer.

Jacqueline Palank, writing for Dow Jones Newswires, reports that
Gravity sought bankruptcy protection to avoid eviction from its
Madison Avenue office.  It is facing demands to pay more than
$465,000 in unpaid rent.

The report says Gravity is hoping to continue normal operations in
Chapter 11.  Gravity has requested the use of cash securing its
lenders' claims.  A hearing on that request was slated for
Thursday.


RURAL/METRO: Sec. 341 Creditors' Meeting Set for Oct. 1
-------------------------------------------------------
The U.S. Trustee for Region 3 will convene a meeting of creditors
pursuant to 11 U.S.C. 341(a) in the Chapter 11 case of Rural/Metro
Corporation, on Oct. 1, 2013, at 1:00 p.m.  The meeting will be
held at J. Caleb Boggs Federal Building, Room 5209, 844 King
Street, in Wilmington, Delaware.

                   About Rural/Metro Corporation

Headquartered in Scottsdale, Arizona, Rural/Metro Corporation --
http://www.ruralmetro.com-- is a national provider of 911-
emergency and non-emergency interfacility ambulance services and
private fire protection services, operating in 21 states and
nearly 700 communities.

Rural/Metro Corp. and 59 affiliates sought Chapter 11 protection
on Aug. 4, 2013, before the U.S. Bankruptcy Court for the District
of Delaware.

The Debtors' lead bankruptcy counsel are Matthew A. Feldman, Esq.,
Rachel C. Strickland, Esq., and Daniel Forman, Esq., at Willkie
Farr & Gallagher LLP, in New York.  Maris J. Kandestin, Esq., and
Edmon L. Morton, Esq., at Young, Conaway, Stargatt & Taylor, LLP,
in Wilmington, Delaware, serve as the Debtors' local Delaware
counsel.

Alvarez & Marsal Healthcare Industry Group, LLC, and FTI
Consulting, Inc., are the Debtors' financial advisors, while
Lazard Freres & Co. L.L.C. is their investment banker.  Donlin,
Recano & Company, Inc., is the Debtors' claims and noticing agent.

The U.S. Trustee has appointed a three-member official committee
of unsecured creditors in the Chapter 11 case.

The Debtors have arranged $75 million of DIP financing from a
group of prepetition lenders led by Credit Suisse AG.  An interim
order has allowed the Debtors to access $40 million of the DIP
facility.


RURAL/METRO: Panel Hires GLC & Ex-Goldman Director as Advisors
--------------------------------------------------------------
The Official Committee of Unsecured Creditors of Rural/Metro
Corporation asks the U.S. Bankruptcy Court for permission to
employ GLC Advisors & Co., LLC as financial advisor to the
Committee.

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

Prior to joining GLC in 2013, Mr. Bhandari was a Managing Director
in the Investment Banking Division of Goldman, Sachs & Co. in New
York. He was responsible for the US leveraged finance business in
the consumer and retail sector.

The firm will, among other things, provide these services:

   (a) familiarizing itself with the Debtors' financial condition
       and business;

   (b) advising and assisting the Committee in examining,
       analyzing, structuring, and negotiating the financial
       aspects of any potential or proposed strategy for a
       Transaction, including where appropriate, assisting counsel
       to the Committee in developing its own strategy for
       accomplishing a Transaction;

   (c) providing expert advice and testimony regarding financial
       matters related to any Transaction, if necessary.

The Committee contemplates that GLC will be compensated as:

   (a) Monthly Advisory Fee: GLC shall be paid a monthly cash
       advisory fee of $125,000 (each, a "Monthly Advisory Fee"),
       payable in advance for the period commencing on the GLC
       Agreement Effective Date, with the first payment due upon
       Execution of the Engagement Letter and subsequent payments
       due on each monthly anniversary of the GLC Agreement
       Effective Date for each month of GLC's engagement
       thereunder, excluding dates during the Go Dark Period (as
       defined below).

   (b) Go Dark Monthly Advisory Fee: In the event that the
       effective date of the plan occurs beyond fourteen (14) days
       after the entry of an order of the Bankruptcy Court
       confirming the Plan (the "Confirmation Order") and at the
       Committee's request, including by counsel to the Committee,
       GLC shall be paid a monthly cash advisory fee of $62,500
       for services performed for each month beginning the first
       day following entry of the Confirmation Order and ending on
       the effective date of the Plan.  Such fee is referred to in
       the Engagement Letter as the "Go Dark Monthly Advisory Fee"
       and the applicable dates of such period are collectively
       referred to in the Engagement Letter as the "Go Dark
       Period." It is expected that the Committee will only
       request the Go Dark Monthly Advisory Fee if, in its sole
       judgment, the workload of GLC will be significantly reduced
       during the period after the entry of the Confirmation
       Order. For the avoidance of doubt, no Monthly Advisory Fee
       shall accrue during the Go Dark Period, and the Monthly
       Advisory Fee shall be effective during all other dates of
       GLC's engagement under the Engagement Letter.

   (c) Transaction Fee: GLC shall be paid a transaction fee equal
       to $500,000 (a "Transaction Fee") upon the consummation of
       any Transaction. For the avoidance of doubt, GLC shall be
       entitled to a single transaction fee, if any, under the
       Engagement Letter.

   (d) Credit: Up to the amount of the Transaction Fee payable,
       GLC shall credit on a onetime basis, solely against any
       Transaction Fee due to it under the Engagement Letter, an
       amount equal to 50% of the aggregate amount of Monthly
       Advisory Fees and Go Dark Monthly Advisory Fees that have
       been earned by and paid to GLC for services performed after
       the date that is one (1) month after the GLC Agreement
       Effective Date.

   (e) Expense Reimbursement: GLC shall be entitled to monthly
       reimbursement from the Debtors of reasonable out-of-pocket
       expenses incurred in connection with the services to be
       provided under the Engagement Letter (including up to an
       aggregate amount of $30,000 for GLC's reasonable out-of-
       pocket fees and expenses for outside legal counsel incurred
       in connection with the negotiation and performance of the
       Engagement Letter and the matters contemplated by the
       Engagement Letter), whether or not a Transaction occurs or
       any other transaction is consummated. The payment of these
       fees shall be subject to the applicable procedures of the
       Bankruptcy Code, Bankruptcy Rules, and applicable local
       rules, guidelines, and Bankruptcy Court orders.

The firm may be reached at:

          Chetan Bhandari
          Managing Director
          GLC ADVISORS & CO., LLC
          805 Third Avenue, 20th Floor
          New York, NY  10022
          Tel: (212) 542-4549
          Fax: (212) 542-4541
          E-mail: chetan.bhandari@glca.com

Headquartered in Scottsdale, Arizona, Rural/Metro Corporation --
http://www.ruralmetro.com-- is a national provider of 911-
emergency and non-emergency interfacility ambulance services and
private fire protection services, operating in 21 states and
nearly 700 communities.

Rural/Metro Corp. and 59 affiliates sought Chapter 11 protection
on Aug. 4, 2013, before the U.S. Bankruptcy Court for the District
of Delaware.

The Debtors' lead bankruptcy counsel are Matthew A. Feldman, Esq.,
Rachel C. Strickland, Esq., and Daniel Forman, Esq., at Willkie
Farr & Gallagher LLP, in New York.  Maris J. Kandestin, Esq., and
Edmon L. Morton, Esq., at Young, Conaway, Stargatt & Taylor, LLP,
in Wilmington, Delaware, serve as the Debtors' local Delaware
counsel.

Alvarez & Marsal Healthcare Industry Group, LLC, and FTI
Consulting, Inc., are the Debtors' financial advisors, while
Lazard Freres & Co. L.L.C. is their investment banker.  Donlin,
Recano & Company, Inc., is the Debtors' claims and noticing agent.

The U.S. Trustee has appointed a three-member official committee
of unsecured creditors in the Chapter 11 case.

The Debtors have arranged $75 million of DIP financing from a
group of prepetition lenders led by Credit Suisse AG.  An interim
order has allowed the Debtors to access $40 million of the DIP
facility.


SCOTTSDALE VENETIAN: Has Until Nov. 18 to Solicit Plan Votes
------------------------------------------------------------
The Hon. George B. Nielsen of the U.S. Bankruptcy Court for the
District of Arizona extended until Nov. 18, 2013, Scottsdale
Venetian Village, LLC's exclusive period to solicit votes for the
Plan of Reorganization dated Aug. 9, 2013.

As reported in the Troubled Company Reporter on Aug. 23, 2013, the
Debtor argued in papers filed Aug. 16 that the extension is
necessary to allow the Debtor to obtain approval of its First
Amended Disclosure Statement, and thereafter to solicit ballots
and otherwise proceed towards confirmation of the Debtor's pending
First Amended Plan.

According to papers filed with the Court, the Debtor intends to
pay the full amount of First National Bank of Hutchinson (FNBH)'s
Allowed Secured Claim, with interest, over a period of 12 years.
Any amount by which FNBH's Allowed Claim exceeds the value of its
collateral will be deemed to be an unsecured Claim, and treated as
part of Class 3-B (All Unsecured Claims Not Otherwise Classified
in the Plan).

Under the Plan, the Days Inn Worldwide Note will be treated, and
retired, in accordance with its terms, but for the date upon which
payment is due in the event of acceleration.  In the event of an
acceleration, the Debtor will be permitted 90 days in which to pay
the remaining balance of the Days Inn Note.

Holders of Allowed Unsecured Claims in Class 3-B will be paid in
full, with interest accruing at the Plan Rate, in equal quarterly
installments commencing on the Effective Date and concluding on
the eighth anniversary of the Effective Date.  Any Insider that
holds a Claim included in this class will ot be paid anything on
account of such Claim until all other Claims against the Debtor
are paid in full.

Allowed Interests of Interest Holders in Class 4 will retain
their equity interests, and constitute the New Interest Holders in
the Reorganized Debtor.

The Plan will be funded by the operations of the Hotel and
Restaurant.  A copy of the First Amended Disclosure Statement is
available at:

      http://bankrupt.com/misc/scottsdalevenetian.doc124.pdf

In a minute entry for the Sept. 4 hearing, the Hon. Redfield T.
Baum reviewed the status of the disclosure statement approval, and
stated that the only remaining objection is that by an Arizona
county.  Wesley Denton Ray, Esq., on behalf of the Debtor said
that he intends to file an amended disclosure statement and asked
that a confirmation hearing be set in 45 days.  The Court directed
the Debtor to submit a redlined version of the Disclosure
Statement.

                   About Scottsdale Venetian

Scottsdale Venetian Village, LLC, operates the Days Hotel located
at 5101 N. Scottsdale Road, in Scottsdale, Arizona.  The Company
also operates Papi Chulo's Mexican Grill & Cantina, located
immediately adjacent to the hotel.  The hotel consists of 211
guest rooms and, among other things, facilities for meetings and
banquets.

Scottsdale Venetian Village filed a Chapter 11 petition (Bankr. D.
Ariz. Case No. 13-02150) on Feb. 19, 2013, in Phoenix, estimating
at least $10 million in assets and less than $10 million in
liabilities.

The Debtor is represented by John J. Hebert, Esq., and Wesley D.
Ray at Polsinelli Shughart, P.C., in Phoenix.  Charles B. Foley,
CPA, PLLC serves as the Debtor's accountant.

The Plan of Reorganization provides for the payment of outstanding
obligations by the proceeds from the continued operation of Days
Hotel located at 5101 N. Scottsdale Road, in Scottsdale, Arizona,
and the adjacent Papi Chulo's Mexican Grill & Cantina.


SEARS HOLDINGS: Fitch Rates $1BB Senior Secured Term Loan at B'
---------------------------------------------------------------
Fitch Ratings has assigned a rating of 'B/RR1' to Sears Holdings
Corporation's (Holdings) proposed $1 billion first lien senior
secured term loan due June 2018. The new term loan is being issued
under the company's existing Second Amended and Restated Credit
Agreement, dated as of April 8, 2011, which currently provides for
a $3.275 billion asset-based revolving credit facility due 2016.
Post this transaction, Sears will have fully exhausted its ability
to issue first-lien debt under this agreement but would still have
the ability to issue $760 million in second lien debt - subject to
obtaining lender commitments, as well as market and other
conditions.

The new term loan is expected to be secured by a first lien on the
same collateral and guaranteed by the same subsidiaries of the
company that guarantee the revolving facility. The company intends
to use the net proceeds of the incremental term loan to reduce
borrowings under the revolving facility over the near term, but
Fitch views the increased liquidity as necessary to fund ongoing
operations over the next 12 - 24 months given the significant
deterioration in EBITDA.

Fitch has downgraded the company's $1.24 billion 6.625% second-
lien senior secured notes due October 2018 to 'B-/RR2' from
'B/RR1', given the additional first lien debt and the continued
decline in the collateral that secures the first lien and second
lien debt due to the shrinking business and asset sales, as well
as the potential for additional second lien debt. Fitch Ratings
has affirmed the Long-term Issuer Default Ratings (IDR) for Sears
Holdings Corporation (Holdings) and its various subsidiary
entities (collectively, Sears) at 'CCC'. The Rating Outlook is
Negative. A full list of ratings follows at the end of this
release.

Key Rating Drivers

2013 EBITDA Could Turn Negative: The magnitude of the decline in
profitability and lack of visibility to an operational turnaround
remain a major concern. EBITDA for Sears Holdings Corporation is
expected to remain depressed in 2013 and be lower than 2012 levels
of $641 million. LTM EBITDA as of Aug. 3, 2013 stood at $225
million and EBITDA could potentially turn negative in 2013 given
the dismal performance in the first half of the year. Fitch
Ratings expects top-line contraction in the 7% - 8% range in 2013
and the 4% range in 2014, due to domestic comparable store sales
(comps) in the negative 2.5% - negative 3% range, store closings,
and spinoff of certain businesses.

Inventory Reduction/Asset Sales Funding Operations: Fitch expects
Sears' EBITDA to be in the negative $100 million to $200 million
range in 2013, but estimates that Sears would need to generate a
minimum EBITDA of $900 million - $1 billion in 2013 and 2014 to
service cash interest expense, capex, and pension plan
contributions.

Given the significant shortfall in EBITDA, Sear's liquidity is
being supported by a significant reduction in inventory, cost
cuts, and asset sales/spinoffs. These actions injected about $2.0
billion in liquidity in 2012 and are expected to generate a
further $1.0 billion in 2013.

Given the $1 billion incremental term loan and above-mentioned
liquidity injection from various initiatives, Fitch expects
revolver borrowings at the end of January 2014 to be in the range
of $500 million to $600 million, which would result in about $2.4
billion to $2.5 billion in borrowing capacity under its domestic
revolver. Given Fitch's projections for FCF to be in the negative
$1.2 billion to $1.4 billion range in 2014 -2015, Sears will need
to fund operations with continued liquidity injection from further
cuts in inventory buys, asset sales, and increased borrowings
including the potential issuance of $760 million in second-lien
debt. If Sears is unable to access the capital markets or find
other sources of liquidity, and EBITDA remains at the current
level or lower, there is a risk of restructuring over the next 24
months.

Market Share Losses: Sears Domestic and Kmart stores have been
underperforming their retail peers on top-line growth for many
years. The combined domestic entity has lost $12 billion, or close
to 25% of its 2006 domestic revenue base of $47 billion (excluding
the extra 53rd week and Orchard Hardware) through 2012. Taking
into account comps declines and asset sales/spinoffs, total
revenue (including Canada) is expected to be in the $37 billion
range in 2013, versus $40 billion in 2012.

Market share declines reflect competitive pressures, inconsistent
merchandising execution, and the lack of clarity regarding its
long-term retail strategy. Fitch expects both Kmart and Sears will
remain share donors. Sears' comps are expected to be in the
negative 2% - negative 3% range in 2013 -2014, while Kmart's comps
are expected to be in the negative 3% - negative 4% range. Sears
Canada has also been very weak over the past four years, with
comps in the negative mid-to-high single digits.

The 2013 revenue estimates reflect the spinoff of Sears Hometown
and Outlet businesses and certain hardware stores in October 2012.
These assets represented approximately $2.3 billion - $2.6 billion
in revenue and $70 million - $80 million in EBITDA in 2011. Sears
will also not benefit from the extra (53rd) week in 2012, which
added $500 million in revenue.

Recovery Considerations for Issue-Specific Ratings: In accordance
with Fitch's Recovery Rating (RR) methodology, Fitch has assigned
RRs based on the company's 'CCC' IDR. Fitch's recovery analysis
assumes a liquidation value under a distressed scenario of
approximately $6.5 billion (low seasonal inventory) to $7.5
billion on (close to peak seasonal inventory) on domestic
inventory, receivables, and property, plant and equipment.

The $3.275 billion domestic asset-based senior secured revolving
credit facility (ABL), under which Sears Roebuck Acceptance Corp.
(SRAC) and Kmart Corporation (Corp.) are the borrowers, is rated
'B/RR1', indicating outstanding (91% - 100%) recovery prospects in
a distressed scenario. Holdings provides a downstream guarantee to
both SRAC and Kmart Corp. borrowings and there are cross-
guarantees between SRAC and Kmart Corp. The facility is also
guaranteed by direct and indirect wholly-owned domestic
subsidiaries of Holdings which owns assets that collateralize the
facility.

The domestic ABL is secured primarily by domestic inventory which
is expected to range from $6.2 billion (estimated in January 2014)
to $8.0 billion around peak levels in November, and pharmacy and
credit card receivables which are approximately $0.5 billion. The
credit facility has an accordion feature that enables the company
to increase the size of the credit facility or add a first-lien
term loan tranche in an aggregate amount of up to $1 billion
(which is currently being exercised) and issue $760 million in
second-lien debt. The credit agreement imposes various
requirements, including (but not limited to) the following: (1) if
availability under the credit facility is beneath a certain
threshold, the fixed-charge ratio as of the last day of any fiscal
quarter be not less than 1.0 times (x); (2) a cash dominion
requirement if excess availability on the revolver falls below
designated levels, and (3) limitations on its ability to make
restricted payments, including dividends and share repurchases.

Fitch Ratings has assigned a 'B/RR1' rating to Sears Holdings
Corporation's proposed issue of $1 billion first lien senior
secured term loan due June 2018. The new term loan is expected to
be secured by a first lien on the same collateral and guaranteed
by the same subsidiaries of the company that guarantee the
revolving facility.

Fitch has downgraded the company's $1.24 billion 6.625% senior
second-lien secured notes due October 2018 to 'B-/RR2' from
'B/RR1', indicating superior recovery prospects (71% - 90%), given
the additional first lien debt and the continued decline in the
collateral that secures the first lien and second lien debt due to
the shrinking business and asset sales, as well as the potential
for an additional $760 million in second lien debt. The notes have
a second lien security on all domestic inventory and credit card
receivables, essentially representing the same collateral package
that backs the $3.275 billion credit facility on a first-lien
basis. Domestic inventory declined to $8.5 billion at the end of
October 2012 (around seasonal peak levels) from $9.9 billion in
October 2011 and is expected to decline another $0.5 billion in
October 2013.

The notes contain provisions which require Holdings to maintain
minimum asset coverage for total secured debt (failing which the
company has to offer to buy notes sufficient to cure the
deficiency at 101%) that could provide some downside protection.
If the borrowing base is less than the principal amount of SHLD's
consolidated debt that is secured by liens on the collateral that
also secures the notes as of the last day of any two consecutive
quarters (collateral coverage event), SHLD must offer to purchase
an amount of notes sufficient to cure the collateral coverage
shortfall at 101% of their principal amount, plus accrued and
unpaid interest. Fitch also notes that the second lien notes have
an unsecured claim on the company's unencumbered real estate
assets, given that the notes are guaranteed by substantially all
the domestic subsidiaries that guarantee the credit facility.

The senior unsecured notes are rated 'CCC/RR4', indicating average
recovery prospects (31% - 50%). The recovery on these notes are
derived from the valuation on the company's unencumbered real
estate assets held at Sears, Roebuck and Co, which provides a
downstream guarantee of SRAC's senior notes and also agrees to
maintain SRAC's fixed-charge coverage at a minimum of 1.1x.
Factors considered in assigning the recovery rates include the
potential sizable claims under operating lease obligations and the
company's underfunded pension plan.

Rating Sensitivities

Negative Rating Action: A negative rating action could result from
further deterioration in credit metrics or a significant decline
in liquidity. Although Sears has levers to shore up liquidity, the
magnitude of the decline in profitability and the lack of
visibility to turn around operations remains a major concern.

Positive Rating Action: A positive rating action could result from
a sustained improvement in comps and EBITDA to a level where the
company is covering its fixed obligations. This is not anticipated
at this time.

Fitch has taken the following rating actions:

Sears Holdings Corporation (Holdings)
-- Long-term IDR affirmed at 'CCC'';
-- $3.275 billion secured bank facility affirmed at 'B/RR1';
-- $1.0 billion first lien term loan rated 'B/RR1'
-- $1.24 billion second-lien secured notes downgraded to 'B-/RR2'
   from 'B/RR1';

Fitch has affirmed the ratings below as follows:

Sears, Roebuck and Co. (Sears)
-- Long-term IDR at 'CCC'.

Sears Roebuck Acceptance Corp. (SRAC)
-- Long-term IDR at 'CCC';
-- Short-term IDR at 'C';
-- Commercial paper at 'C';
-- $3.275 billion secured bank facility at 'B/RR1' (as co-
borrower);
-- Senior unsecured notes at 'CCC/RR4'.

Kmart Holding Corporation (Kmart)
-- Long-term IDR at 'CCC'.

Kmart Corporation (Kmart Corp)
-- Long-term IDR at 'CCC';
-- $3.275 billion secured bank facility at 'B/RR1' (as
   co-borrower);

Sears DC Corp. (SDC)
-- Long-term IDR at 'CCC';

The Rating Outlook is Negative.



SEARS HOLDINGS: S&P Assigns 'B' Rating to $3.275BB Facility
-----------------------------------------------------------
Standard & Poor's Ratings Services said it assigned a 'B' issue-
level rating with a '1' recovery rating to Sears Roebuck
Acceptance Corp. and Kmart Corp.'s $3.275 billion revolving credit
facility due 2016 and $1.0 billion term loan due 2018.  The '1'
recovery rating indicates our expectations for very high (90% -
100%) recovery in the event of a payment default.  The company
will use the proceeds of the term loan to partly repay borrowings
of about $1.5 billion currently outstanding under its revolving
credit facility.

Concurrently, S&P is lowering the issue-level rating on the
$1.25 billion second-lien notes due 2018 to 'B-' from 'B' and
revising the recovery rating to '2' from '1'.  The '2' recovery
rating indicates S&P's expectation of substantial (70% - 90%)
recovery in the event of a payment default.  The downgrade of the
second-lien notes reflects the substantial increase of priority
debt following the issuance of the term loan.

At the same time, S&P affirmed the 'CCC+' corporate credit rating
on Sears Holdings Corp.  The outlook is stable.

Standard & Poor's Ratings Services' rating on Sears Holdings Corp.
reflects its "vulnerable" business risk profile and "highly
leveraged" financial risk profile.

"The vulnerable business risk profile assessment reflects the
intense competition from a broad range of competitors, S&P's view
that the company has underinvested in its store base compared with
its peers, and its merchandising strategy that has not resonated
with consumers," said credit analyst Ana Lai.  "These factors have
contributed to a steady decline in sales over a number of years
and underperformance relative to almost all of its peers.  Sears
and Kmart have struggled with increasing competition from other
broadline retailers, such as Kohl's, Target, and Wal-Mart, as well
as Home Depot and Lowe's."

The stable outlook reflects S&P's expectations that Sears will
maintain adequate liquidity based on its access to its revolving
credit facility and ongoing asset sales, despite what it estimates
will be a continuing trend of sales erosion and cash operating
losses.

"We could lower the rating if we believe Sears' liquidity will
become constrained because of cash burn in excess of $1.3 billion
from further declines in operating performance leading to a
greater-than-expected revolver usage along with lack of clearly
defined asset sale plans.  In that example, we could come to
envision a specific default scenario over an upcoming 12 month
period.  This would also result in a revision of our liquidity
descriptor to "less than adequate".  Key aspects of our liquidity
assessment include the availability under the revolving credit
facility based on changes on the borrowing base, as well as asset
sale targets.  We could also lower the rating if we believed that
Mr. Lampert's current operational and financial strategies for
Sears appear to shift toward a financial restructuring," S&P said.

Although unlikely in the next year, S&P could take a positive
rating action (revise the outlook to positive or an upgrade) if
the company can turn its operating performance around and achieve
sustainable sales growth and reach sustainable profitability.  S&P
could take such action if, for example, sales grow 1% while gross
margin improves 30 basis points in fiscal year ending
January 2014, resulting in debt leverage approaching the 6.0x
area.  Free cash flow and adequate liquidity would also likely be
key considerations in any positive rating actions.


SEGA BIOFUELS: Section 341(a) Meeting Set on October 18
-------------------------------------------------------
A meeting of creditors in the bankruptcy case of SEGA Biofuels,
LLC, will be held on Oct. 18, 2013, at 11:00 a.m. at Waycross
Courthouse.  Creditors have until Jan. 16, 2014, to submit their
proofs of claim.  Government proofs of claim are due by March 10,
2014.

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

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

Sega Biofuels LLC, the owner of a wood-pellet plant in Nahunta,
Georgia, filed a petition for Chapter 11 protection (Bankr. S.D.
Ga. 13-50694) on Sept. 11 in Waycross, Georgia.  The Company
listed assets worth $10.6 million and debt totaling $13.7 million.


SHOTWELL LANDFILL: Plan Confirmation Hearing Continued to Dec. 17
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of North
Carolina continued until Dec. 17, 2013, at 2 p.m., the hearing to
consider confirmation of Shotwell Landfill, Inc.'s Chapter 11 Plan
dated Aug. 16, 2013, and final approval of the explanatory
Disclosure Statement.  Objections, if any, are due Dec. 9.

As reported in the Troubled Company Reporter on Sept. 5, 2013, the
Court conditionally approved the disclosure statement.

As reported in the TCR on Aug. 22, 2013, Branch Bank & Trust has
filed a proof of claim in the amount of $13.7 million.  The claim
amount is disputed.  Pursuant to the Plan, the Allowed Secured
Claim of BB&T in Class 3 will be placed in current, non-default
status and re-amortized over 25 years with interest at the Secured
Rate.  The Debtor will make monthly payments according to such
amortization.  The Debtor anticipates that Branch Bank & Trust's
Class 3 Claim will be $2,900,000.

BB&T's Allowed Unsecured Claim in Class 6 will be amortized over
25 years at the Unsecured Rate, or such amortization and rate as
the Court finds necessary for confirmation.  The Debtor will make
monthly payments according to such amortization.  The Debtor
anticipates that the Class 6 Claim will be less than $6,700,000.

Allowed Unsecured Claims of less than $5,000 in Class 7 will be
paid in full 90 days after the Effective Date.  The Debtor
anticipates that the Class 7 Claims will be less than $5,500.

Allowed General Unsecured Claims in Class 8 will receive quarterly
installments of $30,000 to be split pro rata among Allowed Claims
in Class 8 until paid in full.  The Debtor anticipates Class 8
Claims will be less than $360,000.  Class 8 claimants have filed
proofs of claim totaling $200,637.03.

The existing Allowed Equity Interests in the Debtor in Class 9
will remain the same as prepetition.

A copy of the Disclosure Statement is available at:

        http://bankrupt.com/misc/shotwelllandfill.doc99.pdf

                    About Shotwell Landfill, Inc.

Raleigh, North Carolina-based Shotwell Landfill, Inc., filed a
Chapter 11 petition (Bankr. E.D.N.C. Case No. 13-02590) in
Wilson on April 19, 2013.  The Debtor disclosed $23,027,736 in
assets and $10,039,308 in liabilities as of the Chapter 11 filing.
Blake P. Barnard, Esq., William P. Janvier, Esq., and Samantha Y.
Moore, Esq., at the Janvier Law Firm, PLLC, in Raleigh, N.C.,
represent the Debtor as counsel.  William W. Pollock, Esq., at
Ragsdale Liggett PLLC, in Raleigh, N.C., represents the Debtor as
special counsel.

The Bankruptcy Administrator was unable to appoint an official
committee of unsecured creditors in the Debtor's case.


SOUTHERN FILM: Can Hire Ivey McClellan as Counsel
-------------------------------------------------
Southern Film Extruders, Inc., sought and obtained approval from
the bankruptcy court to hire Charles M. Ivey, III, James K.
Talcott and members of the law firm of Ivey, McClellan, Gatton &
Talcott, LLLP, of Greensboro, North Carolina, to represent it in
the administration of this estate.

The firm will be compensated and reimbursed in the manner the
approved by the bankruptcy court from revenues generated during
the course of the Chapter 11 proceeding.  The firm was paid a
retainer of $90,000.

Mr. Ivey avers that he and other members of his law firm have no
connection with the Debtor, its creditors or any other party-in-
interest.

                        About Southern Film

Southern Film Extruders, Inc., is the business of developing and
manufacturing specialized film used in packaging various products.
It has two plants in High Point, North Carolina.

On July 25, 2013, an involuntary Chapter 7 petition was filed
against Southern Film.  In response thereto, Southern Film filed a
Chapter 11 petition (Bankr. M.D.N.C. Case No. 13-11026) on Aug. 4,
2013.

The Debtor experienced severe cash flow issues as a result of the
loss of its largest customer prompted the bankruptcy filing.

John L. Barnes, Jr., signed the Chapter 11 petition as vice
president.  The Debtor disclosed $16,276,001 in assets and
$16,987,844 in liabilities as of the Chapter 11 filing.  Charles
M. Ivey, III, Esq., at Ivey, McClellan, Gatton, & Talcott, LLP,
represents the Debtor as counsel.


SOUTHERN FILM: Can Hire Hendren & Malone as Counsel
---------------------------------------------------
The Official Committee of Unsecured Creditors of Southern Film
Extruders, Inc. sought and obtained approval from the U.S.
Bankruptcy Court to employ Jason L. Hendren, Esq., Rebecca F.
Redwine, Esq., at Hendren & Malone, PLLC, as counsel for the
Official Committee of Unsecured Creditors in the Chapter 11 case
of Southern Film Extruders, Inc.

The hourly rates of the firm's personnel are:

         Attorney                           Hourly Rate
         --------                           -----------
         Jason L. Hendren                      $350
         Rebecca F. Redwine                    $265

         Paralegal                          Hourly Rate
         ---------                          -----------
         Jenny Gorman                          $105
         Terri Womble                          $105
         Brandy Baul                            $90

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

On Aug. 13, the U.S. Trustee appointed these creditors to the
official committee of unsecured creditors in the Chapter 11 cases
of Southern Film Extruders, Inc.:

   * Westlake Polymers, LLC
   * ExxonMobil Chemical Co.
   * Bradco Transporation

                        About Southern Film

Southern Film Extruders, Inc., is the business of developing and
manufacturing specialized film used in packaging various products.
It has two plants in High Point, North Carolina.

On July 25, 2013, an involuntary Chapter 7 petition was filed
against Southern Film.  In response thereto, Southern Film filed a
Chapter 11 petition (Bankr. M.D.N.C. Case No. 13-11026) on Aug. 4,
2013.

The Debtor experienced severe cash flow issues as a result of the
loss of its largest customer prompted the bankruptcy filing.

John L. Barnes, Jr., signed the Chapter 11 petition as vice
president.  The Debtor disclosed $16,276,001 in assets and
$16,987,844 in liabilities as of the Chapter 11 filing.  Charles
M. Ivey, III, Esq., at Ivey, McClellan, Gatton, & Talcott, LLP,
represents the Debtor as counsel.


SPIG INDUSTRY: Section 341(a) Meeting Scheduled for Oct. 11
-----------------------------------------------------------
A meeting of creditors in the bankruptcy case of SPIG Industry,
LLC will be held on Oct. 11, 2013, at 12:00 p.m. at cr mtg, ABG,
US Courthouse and Federal Building, 180 W. Main St., Abingdon.

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

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

SPIG Industry, LLC, filed a Chapter 11 petition (Bankr. W.D. Va.
Case No. 13-71469) on Sept. 11, 2013.


SPRINGLEAF FINANCE: Plans to Offer $250 Million Notes
-----------------------------------------------------
Springleaf Finance Corporation intends to offer, in a private
placement, up to $150 million aggregate principal amount of notes
due 2021 and up to $100 million aggregate principal amount of
notes due 2023, subject to market and other conditions.  In
connection with this offering, the Company expects to
simultaneously issue $500 million principal amount of 2021 notes
and $200 million principal amount of 2023 notes in a privately
negotiated exchange for $700 million aggregate principal amount of
its outstanding 6.90 percent Medium Term Notes, Series J, due
2017.  The closing of the offering of the notes is conditioned on
the closing of the exchange transaction, and the closing of the
exchange transaction is conditioned on the closing of the offering
of the notes.

The Company intends to use the net proceeds from the notes
offering to pay fees and expenses related to the offering of the
notes and the exchange transaction and for general corporate
purposes, including the repayment or repurchase of a portion of
its outstanding debt.  There can be no assurance that the offering
of the notes will be consummated.

                   SFFC to Purchase $250MM Loan

On Sept. 17, 2013, Springleaf Finance entered into an engagement
letter with Merrill Lynch, Pierce, Fenner & Smith Incorporated to
confirm the engagement of MLPFS to use its commercially reasonable
efforts in connection with the proposed purchase by Springleaf
Financial Funding Company of at least $250 million of the
outstanding principal amount of loans under Springleaf Finance
Corporation's senior secured term loan, under which SFFC is the
borrower, and concurrent establishment of a new tranche of term
loans under the SFFC Senior Secured Term Loan Facility in a
principal amount equal to the principal amount of outstanding
loans so purchased.  SFFC would remain the borrower of the loans
made under the New Loan Tranche.  The New Loan Tranche would be
guaranteed by the Company and by certain of the consumer finance
operating subsidiaries of the Company, and the New Loan Tranche
would be secured by the same collateral as, and on a pro rata
basis with, the existing loans under the SFFC Senior Secured Term
Loan Facility.

Pursuant to the terms of the engagement letter, the remainder of
the terms and provisions of the New Loan Tranche are proposed to
be substantially the same as the terms and provisions of the SFFC
Senior Secured Term Loan Facility, except, among other things,
that the maturity date of the loans made under the New Loan
Tranche would be six years after the date those loans are made and
with respect to Eurodollar rate loans, the loans under the New
Loan Tranche would have an interest rate margin over LIBOR of 3.50
percent, subject to a LIBOR floor of 1.25 percent, and with
respect to base rate loans, the loans under the New Loan Tranche
would have an interest rate margin over the base rate of 2.50
percent.

Consummation of the New Loan Tranche and related concurrent
purchase of existing loans under the SFFC Senior Secured Term Loan
Facility is subject to the arrangement of a syndicate of lenders
willing to participate in those transactions, and no assurance can
be given that those transactions will be completed on the terms
described above or at all.

In addition, the Company expects to repay a substantial portion of
the SFFC Senior Secured Term Loan Facility with cash on hand by
the end of September 2013 and retire the remaining balance by the
end of 2013.

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

                       http://is.gd/caAEEt

                     About Springleaf Finance

Springleaf was incorporated in Indiana in 1927 as successor to a
business started in 1920.  From Aug. 29, 2001, until the
completion of its sale in November 2010, Springleaf was an
indirect wholly owned subsidiary of AIG.  The consumer finance
products of Springleaf and its subsidiaries include non-conforming
real estate mortgages, consumer loans, retail sales finance and
credit-related insurance.

The Company's balance sheet at Sept. 30, 2012, showed
$15.05 billion in total assets, $13.74 billion in total
liabilities and $1.31 billion in total shareholder's equity.

                           *     *     *

The Troubled Company Reporter said on Feb. 8, 2012, that Standard
& Poor's Ratings Services lowered its issuer credit rating on
Springleaf Finance Corp. and its issue credit rating on the
company's senior unsecured debt to 'CCC' from 'B'.  Standard &
Poor's also said it lowered its issue credit ratings on
Springfield's senior secured debt to 'CCC+' from 'B+' and on the
company's preferred debt to 'CC' from 'CCC-'.  The outlook on
Springleaf's issuer credit rating is negative.

"Springleaf's announcement that it will shut down about 60
branches and stop lending in 14 states highlights the operating,
funding, and liquidity challenges that the firm faces as it works
to pay down the $2 billion of debt coming due in 2012 and to
establish a stable long-term funding strategy.  The downgrade also
reflects the company's poor earnings, exposure to weak residential
markets and uncertainty about its ability to refinance debt or
securitize assets over the coming year.  We believe that should
its funding or securitization options become unavailable, the
company will not have enough liquidity to survive 2012, and in
that case a distressed debt exchange would be likely.  The company
has retained financial advisors to assess its options," S&P said.

As reported by the TCR on Sept. 11, 2012, Fitch Ratings has
withdrawn the 'CCC' IDR assigned to Springleaf Finance, Inc., as
the entity no longer exists.

In the June 5, 2012, edition of the TCR, Moody's Investors Service
downgraded Springleaf Finance Corporation's senior unsecured and
corporate family ratings to Caa1 from B3.  The downgrade reflects
Springleaf's funding constraints and uncertain liquidity outlook,
increased operational stresses, and record of operating losses
since early 2008.


SPRINGLEAF FINANCE: S&P Rates $650MM Senior Unsecured Notes 'CCC+'
------------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'CCC+'
rating on Springleaf Finance Corp.'s $650 million senior unsecured
notes due in 2021 and $300 million senior unsecured notes due in
2023.  S&P also assigned a 'B' rating on Springleaf Financial
Funding Co.'s $250 million senior secured term loan due in 2019.
In addition, S&P affirmed its 'B' issue rating on the company's
senior secured term loans.  At the same time, S&P affirmed its
'B-' issuer credit rating on Springleaf.  The outlook remains
stable.

The affirmation follows Springleaf's announcement that it will
issue $650 million senior unsecured notes due in 2021 and $300
million senior unsecured notes due in 2023.  The company will use
the proposed issuance to retire its $700 million of senior
unsecured notes due in 2017 and retain $250 million for general
corporate purposes.  Springleaf will also refinance $250 million
to $500 million of its secured term loan due in 2017 with
$250 million to $500 million of a new secured term loan due in
2019.

"On balance, we view the new issuance and refinancing positively.
In our opinion, this improves Springleaf's financial position
because the transaction will pay down debt and extend the
company's maturity profile," said Standard & Poor's credit analyst
Stephen Lynch.  "Most notably, the proposed transactions will
significantly reduce Springleaf's 2017 debt maturities."

The stable outlook balances the firm's existing cash holdings,
recent access to the securitization market, and slowly improving
earnings against the possibility of longer-term liquidity
difficulties if securitizations or other funding options prove
elusive as debt matures over the next four years.  S&P believes
that Springleaf's current sources of liquidity should be
sufficient through 2014.

S&P could lower the rating if Springleaf has trouble securitizing
its consumer loan portfolio, if earnings metrics deteriorate, or
if management considers a distressed debt exchange.  S&P could
raise the ratings on the firm if management obtains stable funding
for its consumer lending business, if earnings show stable growth,
or if debt to equity falls to less than 5x.


STELERA WIRELESS: Committee Taps Gablegotwals as Co-Counsel
-----------------------------------------------------------
The Official Unsecured Creditors' Committee appointed in the
Chapter 11 case of Stelera Wireless, LLC, seeks permission from
the U.S. Bankruptcy Court for the Western District of Oklahoma
to retain GABLEGOTWALS as its Oklahoma co-counsel.

Before its formal appointment by the Office of the United States
Trustee, and while appointment of the Committee was delayed for
various reasons, the Debtor sought expedited consideration by the
Court of motions regarding bidding procedures for, and a sale of,
a substantial portion of the assets of the its estate.

Before their appointment, the members of the yet-to-be appointed
Committee took certain actions as an ad hoc committee of unsecured
creditors.  The actions taken included, for the benefit of
unsecured creditors of the Debtor generally, analysis of the Sale
Proceedings, multiple communications with counsel for the Debtor
and preparation and filing of an objection relating thereto.

The Ad Hoc Committee requested Polsinelli and GABLEGOTWALS to
represent its interests in such communications, to prepare and
file its objection to the Sale Proceedings, to request and obtain
an adjournment of the hearing in the Sale Proceedings, to appear
on its behalf at the creditors' meeting.

GABLEGOTWALS has not received any payment for services rendered
prior to September 4, 2013.

In order to allow GABLEGOTWALS to be compensated for work
performed on and after the date of its retention on August 26,
2013, but prior to September 4, 2013, the Committee seeks to
retain GABLEGOTWALS as counsel effective as of August 26, 2013.

GABLEGOTWALS will be compensated and reimbursed for its expenses
relating to the services performed before the Committee's
appointment.

G. Blaine Schwabe, III, will be the attorney primarily responsible
for the engagement, with other GABLEGOTWALS attorneys and
paralegals being involved as appropriate.  Their current hourly
rates are:

   G. Blaine Schwabe, III     $385
   John M. (Jake) Krattiger   $235

Mr. Schwabe assures the Court GABLEGOTWALS is a "disinterested
person" as that term is defined in section 101(14) of the
Bankruptcy Code, as modified by Section 1107(b) of the Bankruptcy
Code.

Mr. Schwabe may be reached at:

     GABLEGOTWALS
     One Leadership Square - 15th Floor
     211 North Robinson
     Oklahoma, City, OK 73102
     Phone: (405) 235-5500
     Fax: (405) 235-2875
     E-mail: gschwabe@gablelaw.com

                      About Stelera Wireless

Stelera Wireless, LLC, specialized in providing broadband services
to consumers and businesses in rural markets in the United States.
The Company filed a Chapter 11 petition (Bankr. W.D. Okla. Case
No. 13-13267) on July 18, 2013.  Tim Duffy signed the petition as
chief technology officer/manager.  Judge Niles L. Jackson presides
over the case.  The Debtor disclosed $18,005,000 in assets and
$30,809,314 in liabilities as of the Chapter 11 filing.  J. Clay
Christensen, Esq., at Christensen Law Group, PLLC, serves as the
Debtor's primary counsel.  Mulinix Ogden Hall & Ludlam, PLLC,
serves as additional bankruptcy counsel.  American Legal Claim
Services, LLC serves as the official noticing agent.

U.S. Trustee Richard A. Wieland appointed three members to the
official committee of unsecured creditors.


STELERA WIRELESS: Committee Taps Gavin/Solmonese as Fin'l Advisor
-----------------------------------------------------------------
The Official Unsecured Creditors' Committee appointed in the
Chapter 11 case of Stelera Wireless, LLC, seeks permission from
the U.S. Bankruptcy Court for the Western District of Oklahoma
to retain Gavin/Solmonese LLC as its financial advisor, nunc pro
tunc to August 28, 2013.

The firm's professionals will be paid based on their ordinary and
customary hourly rates:

  Edward T. Gavin, CTP    $600/hour
  Wayne P. Weitz          $475/hour
  Ross B. Waetzman        $375/hour

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

                      About Stelera Wireless

Stelera Wireless, LLC, specialized in providing broadband services
to consumers and businesses in rural markets in the United States.
The Company filed a Chapter 11 petition (Bankr. W.D. Okla. Case
No. 13-13267) on July 18, 2013.  Tim Duffy signed the petition as
chief technology officer/manager.  Judge Niles L. Jackson presides
over the case.  The Debtor disclosed $18,005,000 in assets and
$30,809,314 in liabilities as of the Chapter 11 filing.  J. Clay
Christensen, Esq., at Christensen Law Group, PLLC, serves as the
Debtor's primary counsel.  Mulinix Ogden Hall & Ludlam, PLLC,
serves as additional bankruptcy counsel.  American Legal Claim
Services, LLC serves as the official noticing agent.

U.S. Trustee Richard A. Wieland appointed three members to the
official committee of unsecured creditors.


STONE ROSE: Hearing on Trustee Appointment Continued to Oct. 2
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
continued to Oct. 2, 2013, at 10 a.m., the hearing to consider the
request for appointment of a Chapter 11 trustee for Stone Rose,
LP.

As reported in the Troubled Company Reporter on Sept. 4, 2013,
SFP Group, L.P., Ivy Grove, LLC, Daniel A. Sergi and Sergi
Enterprises, creditors and holders of limited partnership
interests in Stone Rose, asked the Court to appoint a Chapter 11
Trustee to wrest control of the Debtor and its assets from its
current management to protect and preserve the estate's assets.

The Debtor's original general partner was Driver1 Corp., a company
owned by Matthew Stoen, Meritage Real Estate Investments, LLC,
owned by Joel Burns and Tracy Burns and the Capital Development
Fund, a company owned by Darren Niemann.

Driver1 and Stoen resigned in 2010, and a new entity, Stone Rose
Management, Inc., was formed to assume management responsibilities
for the Debtor.

The Sergi Investors relate that they made capital contributions
and became limited partners in Stone Rose, investing the aggregate
amount of $300,000.

In 2010, the Sergi Investors filed a suit alleging that the Debtor
is a sham real estate investment vehicle which Stoen used to fund
his own personal whims and those of his wife Hayley Monson-Stoen,
and his cronies, Niemann, Joel and Tracy.

According to the Sergi Investors, the alleged misconduct of
dissipating funds was material, involving millions of dollars.
They add that the Debtor transferred millions of dollars to
insiders and affiliates, while paying its investors nothing.

"Thus far, the Debtor has failed and refused to pursue claims
against the various wrongdoers and recipients of Debtor's funds,"
the Sergi Investors assert.  "It is painfully obvious that the
management of the Debtor has been, and remains, untrustworthy and
unable to rehabilitate the Debtor," the Sergi Investors add.

Section 1104 of the Bankruptcy Code provides "a trustee will be
appointed, among other things, "for cause, including fraud,
dishonesty, incompetence, or gross mismanagement of the affairs of
the debtor by current management, either before or after the
commencement of the case, or similar cause. . . . "

                          About Stone Rose

Aurora, Illinois-based Stone Rose, LP, filed a Chapter 11 petition
(Bankr. N.D. Ill. Case No. 13-16410) in Chicago, Illinois, on
April 19, 2013.  Joseph G. Dinges signed the petition as president
of Stone Rose Mgmt., Inc., general partner.  Judge Eugene R.
Wedoff presides over the case.  G. Alexander McTavish, Esq., at
Foote, Mielke, Chavez & O'Neil, in Geneva, Ill., represents the
Debtor as counsel.  Stone Rose disclosed $16.5 million in
total assets and $6.93 million in total liabilities in its
schedule.

The Debtor owns 82 acres of vacant land at 123rd St and Parallel
Pky, in Kansas City, Missouri, which is valued at $4 million, and
serves as collateral for a $2 million debt to Metcalf Bank.

The Debtor also has a 75% interest as a member of Big House
Investments, LLC, which owns 17 acres of vacant land at 110th St.
and I-70 in Edwardsville, Kansas.  The land is subject to a
contract for sale for $6 million and is subject to a $4.0 million
mortgage in favor of Metcalf Bank.


STONE ROSE: U.S. Trustee Wants Case Conversion or Dismissal
-----------------------------------------------------------
The U.S. Trustee for Region 11 asks the U.S. Bankruptcy Court for
the Northern District of Illinois to dismiss or convert the
Chapter 11 case of Stone Rose, LP to one under Chapter 7 of the
Bankruptcy Code.

According to the U.S. Trustee, conversion or dismissal of the
Debtor's case is appropriate because the Debtor has proposed to
sell its main asset (an 82 acres of vacant land in Kansas City,
Missouri) in its Liquidation Plan; and has sold its 75% interest
in Big House Investments in December 2012.

In this relation, the U.S. Trustee believes that the Debtor has
limited cash and no additional assets with which to operate its
business and reorganize.

Additionally, the so-called Sergi Investors have filed a motion to
appoint Chapter 11 trustee alleging accountability issues
concerning current and prior management of the Debtor.

                          About Stone Rose

Aurora, Illinois-based Stone Rose, LP, filed a Chapter 11 petition
(Bankr. N.D. Ill. Case No. 13-16410) in Chicago, Illinois, on
April 19, 2013.  Joseph G. Dinges signed the petition as president
of Stone Rose Mgmt., Inc., general partner.  Judge Eugene R.
Wedoff presides over the case.  G. Alexander McTavish, Esq., at
Foote, Mielke, Chavez & O'Neil, in Geneva, Ill., represents the
Debtor as counsel.  Stone Rose disclosed $16.5 million in
total assets and $6.93 million in total liabilities in its
schedule.

The Debtor owns 82 acres of vacant land at 123rd St. and Parallel
Pky, in Kansas City, Missouri, which is valued at $4 million, and
serves as collateral for a $2 million debt to Metcalf Bank.

The Debtor also has a 75% interest as a member of Big House
Investments, LLC, which owns 17 acres of vacant land at 110th St.
and I-70 in Edwardsville, Kansas.  The land is subject to a
contract for sale for $6 million and is subject to a $4.0 million
mortgage in favor of Metcalf Bank.


STRIKE MINERALS: Obtains Temporary Management Cease Trade Order
---------------------------------------------------------------
Strike Minerals Inc. on Sept. 19 disclosed that it has been
granted a Temporary Management Cease Trade Order by its principal
regulator, the Ontario Securities Commission.  As previously
announced, on August 30, 2013, a MCTO was made by the Company in
respect of the late filing of the Company's its annual financial
statements, accompanying Management's Discussion and Analysis and
related CEO and CFO certifications of annual filings for the
financial year ended April 30, 2013.

The Temporary MCTO restricts all trading in securities of the
Company, whether direct or indirect, by the Chief Executive
Officer, the Chief Financial Officer and the directors of the
Company, until such time as the Required Filings have been filed
by the Company.  All other parties are permitted to freely trade
in the Company's securities.  The OSC has given notice of a
hearing to be held on October 1, 2013 for the purposes of making
the Temporary MCTO permanent if the Company has not remedied the
default in the filing the Required Filings.

As previously announced, the Company was not in a position to
timely file its Required Filings, primarily as a result of
additional time required to secure financing, and subsequently for
its auditors to complete the audit of the Company's annual
financial statements.  The Company's board of directors and its
management confirm that they are working expeditiously with the
Company's auditors to meet the Company's obligations relating to
the filing of the Required Filings, and the Company continues to
expect to file the Required Filings on or before October 28, 2013.

The Company confirms that it will satisfy the provisions of the
alternative information guidelines under Section 4.4 of National
Policy Statement 12-203 respecting Cease Trade Orders for
Continuous Disclosure Defaults, for so long as it remains in
default, by issuing bi-weekly default status reports in the form
of further news releases, which will also be filed on SEDAR. The
Company confirms that there are no insolvency proceedings against
it as of the date of this news release.  The Company also confirms
that there is no other material information concerning the affairs
of the Company that has not been generally disclosed as of the
date of this news release.

                          About Strike

Headquartered in Toronto, Ontario, Strike Minerals is a TSX-V
listed company that is engaged in the exploration and development
of precious metal properties in Canada.  Its primary property is
the former producing Edwards Gold Mine property in the Goudreau -
Lochalsh Gold Camp near Wawa, Ontario.


SUNSHINE HOTELS: Wins Approval of Revised Plan
----------------------------------------------
Sunshine Hotels, LLC, and Sunshine Hotels II, LLC confirmed their
separate Plans of Reorganization Plan of Reorganization dated
April 29, 2013, as amended.

The Plans were amended in accordance with the limited objection
filed by San Bernardino County on June 14, 2013, and consistent
with the Non- Material Amendment filed June 19, 2013 and in
agreement with creditor S2 Hospitality.

The Plans will be funded from the respective Debtors' ongoing
business operations.  After the Effective Date, the management of
the Debtors will continue to be provided by Advance Management &
Investment, LLC.

As reported in the Troubled Company Reporter on Aug. 9, 2013,
the U.S. Bankruptcy Court for the District of Arizona entered an
order approving the First Amended Disclosure Statement of Sunshine
Hotels, LLC, dated July 25, 2013.  A copy of the Debtor's
Amended Disclosure Statement is available at
http://bankrupt.com/misc/sunshinehotels.doc89.pdf

                       About Sunshine Hotels

Sunshine Hotels, LLC and Sunshine Hotels II, LLC sought Chapter 11
protection (Bankr. D. Ariz. Case Nos. 13-01560 and 13-01561) on
Feb. 4, 2013, in Yuma Arizona.  The Debtors' cases are jointly
administered under Case No. 13-01560.

Sunshine Hotels owns SpringHill Suites by Marriott hotel, a three-
story building with 63 suites with indoor pool, spa, meeting room
and fitness room on a 2.26-acre property in Hisperia, California.
The property is valued at $9.20 million and secures a $5.72
million debt.

Sunshine Hotels II owns the Courtyard by Marriott hotel, which has
a four-story building with 131 rooms and 4 suites with restaurant
and bar, indoor pool, conference center on a 2.74-acre property in
Hisperia, California.  The property is valued at $20.4 million and
secures a $13 million debt.

John R. Clemency, Esq., and Craig S. Ganz, Esq., at Gallagher &
Kennedy, P.A., in Phoenix, Ariz., represent the Debtors as
counsel.


SUNTECH POWER: Zhou Weiping Is Interim CEO; CFO Search On
---------------------------------------------------------
Suntech Power Holdings Co., Ltd., announced a change in senior
management, with Mr. David King stepping down as CEO and acting
CFO and Mr. Zhou Weiping assuming the roles of interim CEO and
interim CFO with immediate effect.  The board of the Company will
first commence a search for a new CFO.

Mr. Zhou will retain his roles as president and director of the
Company.  Mr. Zhou, Suntech's CEO, said, "We would like to thank
David for his service and I'm confident that I will be able to
lead the company and, along with all our stakeholders, implement
the restructuring plan over the coming months."

                           About Suntech

Wuxi, China-based Suntech Power Holdings Co., Ltd. (NYSE: STP)
produces solar products for residential, commercial, industrial,
and utility applications.  With regional headquarters in China,
Switzerland, and the United States, and gigawatt-scale
manufacturing worldwide, Suntech has delivered more than
25,000,000 photovoltaic panels to over a thousand customers in
more than 80 countries.

As reported by the TCR on March 20, 2013, Suntech Power Holdings
Co., Ltd., has received from the trustee of its 3 percent
Convertible Notes a notice of default and acceleration relating to
Suntech's non-payment of the principal amount of US$541 million
that was due to holders of the Notes on March 15, 2013.  That
event of default has also triggered cross-defaults under Suntech's
other outstanding debt, including its loans from International
Finance Corporation and Chinese domestic lenders.


SYNCREON HOLDINGS: S&P Puts 'B+' CCR on CreditWatch Negative
------------------------------------------------------------
Standard & Poor's Ratings Services said that it has placed its
'B+' corporate credit rating on syncreon Holdings Ltd. and its 'B'
issue-level rating on the company's $400 million senior unsecured
notes on CreditWatch with negative implications.

The CreditWatch placement follows syncreon's announcement that it
has entered into an agreement with its existing shareholders to
sell a substantial minority stake in its business to private
equity firm Centerbridge Partners L.P.  "Although the company's
credit metrics commensurate with its 'aggressive' financial risk
profile, we believe that the transaction could result in higher
leverage due to a potential increase in debt," said Standard &
Poor's credit analyst Carol Hom.  "We expect to resolve the
CreditWatch placement after reviewing the company's credit profile
and financial policy."

S&P expects to resolve the CreditWatch placement within 90 days.
S&P is reviewing syncreon's financial objectives and policy with
the addition of the new minority owner, and it will consider how
these factors may affect its assessment of its financial risk
profile.


TECHPRECISION CORP: Incurs $1.4 Million Net Loss in 1st Quarter
---------------------------------------------------------------
TechPrecision Corporation reported a net loss of $1.42 million on
$7.09 million of net sales for the three months ended June 30,
2013, as compared with a net loss of $706,161 on $7.14 million of
net sales for the same period last year.

Loss from operations was $1.6 million in fiscal 2013 compared to
an operating loss of $3.4 million in fiscal 2012.

The Company's balance sheet at June 30, 2013, showed $19.05
million in total assets, $10.13 million in total liabilities and
$8.91 million in total stockholders' equity.

"We continue to focus our immediate efforts on reducing our
expenses to align our current cost structure with current and
expected revenue levels toward the goal of returning to
profitability in fiscal 2014," commented Leonard Anthony, chairman
of the Board of Directors and principal executive officer.  "We
are on track with our goal to reduce $2.0 million to $2.5 million
in annualized expenses on a run-rate basis and are encouraged that
our backlog continues to increase, expanding from $16.4 million at
March 31 of 2013 to $19.4 million as of June 30, 2013.  In
addition, we continue to seek to replace or otherwise refinance
our debt to align more closely with the business model that we are
executing.  I am confident that our near-term initiatives for
stabilizing the business and the significant market opportunities
we see going forward will yield the long-term results for growth
and profitability that will create sustainable value for our
shareholders."

In their report on the consolidated financial statements for the
year ended march 31, 2013, KPMG LLP, in Philadelphia, Pa., said
that the Company was not in compliance with the fixed charges and
interest coverage financial covenants under their credit facility,
and the Bank has not agreed to waive the non-compliance with the
covenants.  "Since the Company is in default, the Bank has the
right to accelerate payment of the debt in full upon 60 days
written notice.  The Company has suffered recurring losses from
operations, and the Company's liquidity may not be sufficient to
meet its debt service requirements as they come due over the next
twelve months.  These circumstances raise substantial doubt about
the Company's ability to continue as a going concern."

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

                         http://is.gd/BreLZp

TechPrecision Corporation (OTC BB: TPCSE), through its wholly
owned subsidiaries, Ranor, Inc., and Wuxi Critical Mechanical
Components Co., Ltd., globally manufactures large-scale, metal
fabricated and machined precision components and equipment.


TECHPRECISION CORP: Incurs $1.4 Million Net Loss in June 30 Qtr.
----------------------------------------------------------------
TechPrecision Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $1.42 million on $7.09 million of net sales for the
three months ended June 30, 2013, as compared with a net loss of
$706,161 on $7.14 million of net sales for the same period during
the prior year.

The Company's balance sheet at June 30, 2013, showed $19.05
million in total assets, $10.13 million in total liabilities and
$8.91 million in total stockholders' equity.

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

                        http://is.gd/Uxa0OK

TechPrecision Corporation (OTC BB: TPCSE), through its wholly
owned subsidiaries, Ranor, Inc., and Wuxi Critical Mechanical
Components Co., Ltd., globally manufactures large-scale, metal
fabricated and machined precision components and equipment.

In their report on the consolidated financial statements for the
year ended March 31, 2013, KPMG LLP, in Philadelphia, Pa., said
that the Company was not in compliance with the fixed charges and
interest coverage financial covenants under their credit facility,
and the Bank has not agreed to waive the non-compliance with the
covenants.  "Since the Company is in default, the Bank has the
right to accelerate payment of the debt in full upon 60 days
written notice.  The Company has suffered recurring losses from
operations, and the Company's liquidity may not be sufficient to
meet its debt service requirements as they come due over the next
twelve months.  These circumstances raise substantial doubt about
the Company's ability to continue as a going concern."

The Company reported a net loss of $2.4 million on $32.5 million
of sales for the year ended March 31, 2013, compared with a net
loss of $2.1 million on $33.3 million of sales in fiscal 2012.


TRANS-LUX CORP: Gabelli Funds Lowers Equity Stake to 38.9%
----------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Gabelli Funds, LLC, and its affiliates
disclosed that as of Sept. 13, 2013, they beneficially owned
10,087,100 shares common stock of Trans-Lux Corporation
representing 38.92 percent of the shares outstanding.  Gabelli
Funds previously reported beneficial ownership of 14,107,500
common shares or 46.70 percent equity stake as of Dec. 31, 2012.
A copy of the regulatory filing is available at:

                         http://is.gd/LCeWvd

                      About Trans-Lux Corporation

Norwalk, Conn.-based Trans-Lux Corporation (NYSE Amex: TLX) is a
designer and manufacturer of digital signage display solutions for
the financial, sports and entertainment, gaming and leasing
markets.

For the year ended Dec. 31, 2012, the Company incurred a net loss
of $1.36 million on $23.02 million of total revenues, as compared
with a net loss of $1.41 million on $23.75 million of total
revenues during the prior year.

As of March 31, 2013, the Company had $20 million in total assets,
$18.31 million in total liabilities and $1.69 million in total
stockholders' equity.

"Our independent registered public accounting firm has issued an
opinion on our consolidated financial statements that states that
the consolidated financial statements were prepared assuming we
will continue as a going concern and further states that the
continuing losses and uncertainty regarding the ability to make
the required minimum funding contributions to the pension plan as
well as the sinking fund payments on the Debentures and the
principal and interest payments on the Notes and the Debentures
raises substantial doubt about our ability to continue as a going
concern.  As a result, if the Company is unable to (i) obtain
additional liquidity for working capital, (ii) make the required
minimum funding contributions to the pension plan and (iii) make
the required principal and interest payments on the Notes and
Debentures, there would be a significant adverse impact on the
financial position and the operating results of the Company,"
according to the Company's annual report for the year ended
Dec. 31, 2012.


TRINITY COAL: Files Disclosures for 2nd Revised Plan
----------------------------------------------------
Trinity Coal Corporation, et al., filed with the U.S. Bankruptcy
Court for the Eastern District of Kentucky on Sept. 17, 2013, a
Second Amended Disclosure Statement for the Second Amended
Debtors' Joint Chapter 11 Plan of Reorganization, filed on
Sept. 16, 2013, by the Debtors and a newly formed indirect wholly
owned subsidiary of Essar Global Limited n/k/a Essar Global Fund
Limited ("EGFL") as joint proponents.

Pursuant to the Plan terms, all Senior Secured Credit Facility
Secured Claims in Class 4 will be deemed to be Allowed Secured
Claims in the aggregate principal amount of $60 million, solely
for the purpose of this Plan.  Holders of an Allowed Class 4 Claim
will receive:

(i) from EGFL under the EGFL Guarantee on the Effective Date
$55 million, to be paid directly by EGFL to the Senior Secured
Credit Facility Administrative Agent in Cash, for the ratable
benefit of the Senior Secured Credit Facility Lenders and to be
applied by the Senior Secured Credit Facility Administrative Agent
in accordance with the terms of the Senior Secured Credit Facility
Credit Agreement, which Cash, plus the sum of any unreimbursed
draws under Letters of Credit paid by Essar on the Effective Date
and the stated amount of the Replacement Letters of Credit up to
but not exceeding the Guaranteed Note Obligations then due and
payable, will be paid solely in satisfaction of the Guaranteed
Note Obligations, and

(ii) $1 million, to be funded to the Debtors by EGFL on the
Effective Date then paid directly by the Debtors to the Senior
Secured Credit Facility Administrative Agent in Cash, for the
ratable benefit of the Senior Secured Credit Facility Lenders and
to be applied by the Senior Secured Credit Facility Administrative
Agent in accordance with the terms of the Senior Secured Credit
Facility Credit Agreement, which Cash shall be paid solely in
satisfaction of the Senior Secured Credit Facility Secured Claims.

General Unsecured Claims in Class 6, including all Allowed Senior
Secured Credit Facility Deficiency and all CAT Deficiency Claims,
will receive a Pro Rata interest on the Trust Assets, provided
that each Holder of an Allowed Senior Secured Credit Facility
Deficiency Claim waives the entire amount of such Senior Secured
Credit Facility Deficiency Claim on the Effective Date.

Essar Unsecured Claims in Class 7 will not receive any
distribution on account of such claims.

Section 510(b) Claims in Class 9 will not receive any distribution
on account of such Claims, and Section 510(b) Claims will be
discharged, cancelled, released, and extinguished as of the
Effective Date.

Trinity Parent Corporation ("TPC) Interests in Class 11 will not
receive any distribution on account of such TPC Interests, and TPC
Interests will be discharged, cancelled, released, and
extinguished as of the Effective Date, and will be of no further
force or effect.

A copy of the Second Amended Disclosure Statement for the Second
Amended Debtors' Joint Chapter 11 Plan of Reorganization is
available at http://bankrupt.com/misc/trinitycoal.doc725.pdf

                        About Trinity Coal

Trinity Coal Corp. is a coal mining company that owns coal
deposits located in the Appalachian region of the eastern United
States, specifically, in Breathitt, Floyd, Knott Magoffin, and
Perry Counties in eastern Kentucky and in Boone, Fayette, Mingo,
McDowell and Wyoming Counties in West Virginia.

Trinity's coal mining operations are organized into six distinct
coal mining complexes. Three complexes are located in Kentucky and
are referred to as Prater Branch Resources, Little Elk Mining and
Levisa Fork.  The Kentucky Operations produced compliance and low
sulfur steam coal.  Three complexes are located in West Virginia
and are referred to as Deep Water Resources, North Springs
Resources and Falcon Resources.

Trinity is a wholly owned subsidiary of privately held
multinational conglomerate Essar Global Limited.

Credit Agricole Corporate & Investment Bank, ING Capital LLC and
Natixis, New York Branch filed an involuntary petition for relief
under Chapter 11 against Trinity Coal Corporation and 15
affiliates (Bankr. E.D. Ky. Lead Case No. 13-50364).  The three
entities say they are owed a total of $104 million on account
loans provided to Trinity.

On Feb. 14, 2013, Austin Powder Company, Whayne Supply Company and
Cecil I. Walker Machinery Co. filed an involuntary petition for
relief under Chapter 11 (Bankr. E.D. Ky. Case No. 13-50335)
against Frasure Creek Mining, LLC.  On Feb. 19, 2013, Credit
Agricole, ING Capital and Natixis joined as petitioning creditors.

On March 4, 2013, the Debtors filed their consolidated answer to
involuntary petitions and consent to an order for relief and
reservation of rights, thereby consenting to the entry of an order
for relief in each of their respective Chapter 11 cases.  An order
for relief in each of the Debtors was entered by the Court on
March 4, 2013, which converted the involuntary cases to voluntary
Chapter 11 cases.

Steven J. Reisman, Esq., L. P. Harrison 3rd, Esq., Jerrold L.
Bregman, Esq., and Dienna Ching, Esq., at CURTIS, MALLET-PREVOST,
COLT & MOSLE LLP, in New York, N.Y.; and John W. Ames, Esq., C.R.
Bowles, Jr., Esq., and Bruce Cryder, Esq., at BINGHAM GREENEBAUM
DOLL LLP, in Lexington, Ky., represent the Debtors as counsel.

Attorneys at Foley & Lardner LLP, in Chicago, Ill., represent the
Official Committee of Unsecured Creditors as counsel.  Sturgill,
Turner, Barker & Maloney, PLLC, in Lexington, Ky., represents the
Official Committee of Unsecured Creditors as local counsel.


TRINITY COAL: Nears Consensual Plan With Committee & Essar
----------------------------------------------------------
Geoffrey S. Goodman, Esq., at Foley & Lardner LLP, on behalf of
the Official Committee of Unsecured Creditors in the Chapter 11
cases of Trinity Coal Corporation, et al., said in Court papers it
has worked with the Debtors and Essar Global Fund Limited on the
terms of a consensual plan of reorganization in the cases.  The
parties have made substantial progress and are very close to a
final deal.

A few issues remain unresolved, however.  While the Committee is
optimistic that the issues can be addressed prior to the hearing
on the Disclosure Statement explaining the Debtors' recently filed
reorganization plan, the Committee submitted a limited objection
to the Plan outline to protect its rights under the circumstances.
The Committee says the Disclosure Statement pursuant to the
Debtors' joint plan does not contain "adequate information" on
certain aspects of the Plan.

According to the First Amended Disclosure Statement, the First
Amended Joint Plan dated Sept. 7, 2013, provides for the
confirmation order to authorize, among other things, the
restructuring transactions.  All amounts and securities necessary
for EGFL or the Debtors (on the Effective Date) or the Reorganized
Debtors or the Liquidating Trustee to make payments from the Essar
Equity Commitment Amount, the Essar DIP Commitment Amount, the
Essar Unsecured Commitment Amount, the Essar Guaranty Commitment
Amount, the Trust Assets, the Professional Fee Reserve Amount,
Cash of the Debtors and the Exit Facility.

Under the Plan, on the Effective Date, the Liquidating Trust will
be formed to oversee the wind down, dissolution, and liquidation
of the Trust Assets and the remaining Estates in accordance with
the Plan after the Effective Date and will fund such wind down,
dissolution, and liquidation using the Trust Assets.

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

As reported in the Troubled Company Reporter on Sept. 4, 2013, the
Court was slated to convene a hearing on Sept. 19, at 1:30 p.m.,
to consider the adequacy of the disclosure statement explaining
the Joint Plan.

The Plan is sponsored by Essar Met Coal Inc.  Under the Plan,
Essar's unsecured claims will be allowed in the aggregate amount
of $133,446,780.  In exchange for full and final satisfaction,
settlement, release, and compromise of each and every Essar
Unsecured Claim, together with the other payments and
consideration to be provided by the holders of the Allowed Essar
Unsecured Claims or their non-Debtor Affiliate designees, each
Holder of Essar Unsecured Claims will receive its Pro Rata share
of 100% of the New Common Stock of Reorganized TPC and 100% of the
New Common Stock of the Reorganized Deep Water Entities on the
Effective Date.

General Unsecured Claims, excluding the Essar Unsecured Claims,
are impaired.  Each Holder of an Allowed General Unsecured Claim
will receive a Pro Rata interest in the Trust Assets; provided
that each Holder of an Allowed Senior Secured Credit Facility
Deficiency Claim agrees to waive the entire amount of the Senior
Secured Credit Facility Deficiency Claim on the Effective Date.

The Debtors stated that if the Plan is not confirmed with respect
to any of the Debtors, the Debtors may revert back to the auction
for the sale of any or all of the Debtors' assets and/or risk
foreclosure on collateral of various secured parties, including
the DIP Lenders.

                        About Trinity Coal

Trinity Coal Corp. is a coal mining company that owns coal
deposits located in the Appalachian region of the eastern United
States, specifically, in Breathitt, Floyd, Knott Magoffin, and
Perry Counties in eastern Kentucky and in Boone, Fayette, Mingo,
McDowell and Wyoming Counties in West Virginia.

Trinity's coal mining operations are organized into six distinct
coal mining complexes. Three complexes are located in Kentucky and
are referred to as Prater Branch Resources, Little Elk Mining and
Levisa Fork.  The Kentucky Operations produced compliance and low
sulfur steam coal.  Three complexes are located in West Virginia
and are referred to as Deep Water Resources, North Springs
Resources and Falcon Resources.

Trinity is a wholly owned subsidiary of privately held
multinational conglomerate Essar Global Limited.

Credit Agricole Corporate & Investment Bank, ING Capital LLC and
Natixis, New York Branch filed an involuntary petition for relief
under Chapter 11 against Trinity Coal Corporation and 15
affiliates (Bankr. E.D. Ky. Lead Case No. 13-50364).  The three
entities say they are owed a total of $104 million on account
loans provided to Trinity.

On Feb. 14, 2013, Austin Powder Company, Whayne Supply Company and
Cecil I. Walker Machinery Co. filed an involuntary petition for
relief under Chapter 11 (Bankr. E.D. Ky. Case No. 13-50335)
against Frasure Creek Mining, LLC.  On Feb. 19, 2013, Credit
Agricole, ING Capital and Natixis joined as petitioning creditors.

On March 4, 2013, the Debtors filed their consolidated answer to
involuntary petitions and consent to an order for relief and
reservation of rights, thereby consenting to the entry of an order
for relief in each of their respective Chapter 11 cases.  An order
for relief in each of the Debtors was entered by the Court on
March 4, 2013, which converted the involuntary cases to voluntary
Chapter 11 cases.

Sturgill, Turner, Barker & Moloney, PLLC serves as local counsel
to the Official Committee of Unsecured Creditors.


TRINITY COAL: Wants Exclusive Right to File Plan Until Nov. 14
--------------------------------------------------------------
Trinity Coal Corporation, et al., ask the U.S. Bankruptcy Court
for the Eastern District of Kentucky to extend their exclusive
periods to file a Chapter 11 Plan until Nov. 14, 2013; and solicit
acceptances for that Plan until Jan. 13, 2014.

The Debtors explain that the cases are large and complex with
liabilities exceeding several hundred million dollars.  The
Debtors have hundreds of potential unsecured creditors, numerous
executory contracts and unexpired leases and substantial secured
debt.  Moreover, the Debtors have already filed their Disclosure
Statement, which is scheduled to be considered for approval by the
Bankruptcy Court on Sept. 19.

The Court will consider the Debtors' request at a Sept. 19
hearing.

                        About Trinity Coal

Trinity Coal Corp. is a coal mining company that owns coal
deposits located in the Appalachian region of the eastern United
States, specifically, in Breathitt, Floyd, Knott Magoffin, and
Perry Counties in eastern Kentucky and in Boone, Fayette, Mingo,
McDowell and Wyoming Counties in West Virginia.

Trinity's coal mining operations are organized into six distinct
coal mining complexes. Three complexes are located in Kentucky and
are referred to as Prater Branch Resources, Little Elk Mining and
Levisa Fork.  The Kentucky Operations produced compliance and low
sulfur steam coal.  Three complexes are located in West Virginia
and are referred to as Deep Water Resources, North Springs
Resources and Falcon Resources.

Trinity is a wholly owned subsidiary of privately held
multinational conglomerate Essar Global Limited.

Credit Agricole Corporate & Investment Bank, ING Capital LLC and
Natixis, New York Branch filed an involuntary petition for relief
under Chapter 11 against Trinity Coal Corporation and 15
affiliates (Bankr. E.D. Ky. Lead Case No. 13-50364).  The three
entities say they are owed a total of $104 million on account
loans provided to Trinity.

On Feb. 14, 2013, Austin Powder Company, Whayne Supply Company and
Cecil I. Walker Machinery Co. filed an involuntary petition for
relief under Chapter 11 (Bankr. E.D. Ky. Case No. 13-50335)
against Frasure Creek Mining, LLC.  On Feb. 19, 2013, Credit
Agricole, ING Capital and Natixis joined as petitioning creditors.

On March 4, 2013, the Debtors filed their consolidated answer to
involuntary petitions and consent to an order for relief and
reservation of rights, thereby consenting to the entry of an order
for relief in each of their respective Chapter 11 cases.  An order
for relief in each of the Debtors was entered by the Court on
March 4, 2013, which converted the involuntary cases to voluntary
Chapter 11 cases.

Sturgill, Turner, Barker & Moloney, PLLC serves as local counsel
to the Official Committee of Unsecured Creditors.


TRINITY COAL: Wants Until Dec. 27 to Decide on Unexpired Leases
---------------------------------------------------------------
Trinity Coal Corporation, et al., ask the U.S. Bankruptcy Court
for the Eastern District of Kentucky to extend their time to
assume or reject certain unexpired leases and royalty agreements
with respect to nonresidential real property from Sept. 30, 2013,
until Dec. 27, 2013.

The Debtors relate that the counterparties to the leases and
agreements assured that they will provide their written consent to
the extension by the time of the hearing on the motion or such
further date as stated on the record of the hearing on the
Debtors' request.

                        About Trinity Coal

Trinity Coal Corp. is a coal mining company that owns coal
deposits located in the Appalachian region of the eastern United
States, specifically, in Breathitt, Floyd, Knott Magoffin, and
Perry Counties in eastern Kentucky and in Boone, Fayette, Mingo,
McDowell and Wyoming Counties in West Virginia.

Trinity's coal mining operations are organized into six distinct
coal mining complexes. Three complexes are located in Kentucky and
are referred to as Prater Branch Resources, Little Elk Mining and
Levisa Fork.  The Kentucky Operations produced compliance and low
sulfur steam coal.  Three complexes are located in West Virginia
and are referred to as Deep Water Resources, North Springs
Resources and Falcon Resources.

Trinity is a wholly owned subsidiary of privately held
multinational conglomerate Essar Global Limited.

Credit Agricole Corporate & Investment Bank, ING Capital LLC and
Natixis, New York Branch filed an involuntary petition for relief
under Chapter 11 against Trinity Coal Corporation and 15
affiliates (Bankr. E.D. Ky. Lead Case No. 13-50364).  The three
entities say they are owed a total of $104 million on account
loans provided to Trinity.

On Feb. 14, 2013, Austin Powder Company, Whayne Supply Company and
Cecil I. Walker Machinery Co. filed an involuntary petition for
relief under Chapter 11 (Bankr. E.D. Ky. Case No. 13-50335)
against Frasure Creek Mining, LLC.  On Feb. 19, 2013, Credit
Agricole, ING Capital and Natixis joined as petitioning creditors.

On March 4, 2013, the Debtors filed their consolidated answer to
involuntary petitions and consent to an order for relief and
reservation of rights, thereby consenting to the entry of an order
for relief in each of their respective Chapter 11 cases.  An order
for relief in each of the Debtors was entered by the Court on
March 4, 2013, which converted the involuntary cases to voluntary
Chapter 11 cases.

Sturgill, Turner, Barker & Moloney, PLLC serves as local counsel
to the Official Committee of Unsecured Creditors.


TRUSTWORTHY RADIO: Future Questioned After Host Quits
-----------------------------------------------------
Samantha Madison, writing for The Carlisle Sentinel, reports that
questions about the future of radio station Nice 960 WHYL AM hav
surfaced following the departure of host Ben Barber.  The station
sought Chapter 11 bankruptcy protection on Aug. 13, 2013 under
Trustworthy Radio LLC.  A motion to convert the case to Chapter 7
bankruptcy was granted on July 18, 2013.  Court documents say WHYL
has claimed that it owes its creditors at least $82,880.22.

According to the report, Wayne Gracey, Esq., represents the
station as well as general manager Bruce Collier as counsel.  He
said the Chapter 7 trustee has allowed the station to stay open to
better find a buyer.

According to the report, Mr. Barber said WHYL owed rent, and as a
result, WHYL was being foreclosed upon and was asked to leave the
building by the close of the business day on Wednesday, Sept. 18.
He said the information was the last he heard about the situation
before leaving the station on Tuesday after his final show.

The station began airing in 1948.


UNIFIED 2020: Court Approves Motion to Use Cash Collateral
----------------------------------------------------------
Daniel J. Sherman, appointed Chapter 11 Trustee of Unified 2020
Realty Partners, LP, won Bankruptcy Court permission to use cash
collateral.

The Chapter 11 Trustee defeated a bid by United Central Bank,
which sought to prohibit the use of cash collateral.  The Bank
alleged that the Debtor's assets are subject to the prepetition
liens of the Bank including liens on real estate, equipment,
furniture, and accounts receivables.

The Chapter 11 Trustee may use cash collateral to continue the
Debtor's ongoing operations, which involves the ownership and
leasing of infrastructure critical to telecommunications companies
and data center facilities.  Without such funds, the Chapter 11
Trustee will not be able to pay the Debtor's operating expenses
and obtain goods and services needed to carry on its business
during this sensitive period in a manner that will avoid
irreparable harm to the Debtor's estate.

As adequate protection for the liens and interests of United
Central Bank, and to the extent the Trustee is authorized to, the
Trustee grants to the Bank, as adequate protection for any
diminution in the value of the Collateral an additional and
replacement lien, security interest and assignment, co-extensive
with and of the same perfection and priority as the Bank's pre-
petition lien, security interest and assignment in, all pre-
petition and post-petition property of any and every kind and
description of the Debtor, except Chapter 5 Bankruptcy Causes of
Action.

As additional interim adequate protection for the Bank's security
interests in Cash Collateral, the Bank is afforded an
administrative priority under 11 U.S.C. Sec. 507(b) and Sec. 503
(b), to the extent of its interest in the amount of such Cash
Collateral received by Debtor for any diminution in the value of
the Collateral.

The Final Hearing on the motion to use cash collateral is set for
Oct. 8, 2013, at 1:30 p.m.

                  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.


UPH HOLDINGS: Hines REIT One Wilshire's Cure Claim Settled
----------------------------------------------------------
The Hon. Tony M. Davis of the U.S. Bankruptcy Court for the
Western District of Texas signed off on an agreed order between
Hines REIT One Wilshire LP, and UPH Holdings, Inc., regarding,
among other things (i) assumption and assignment of lease of non-
residential real property located at 624 S. Grand, One Wilshire
Building, Los Angeles, California; and notice of cure amounts and
deadline for objection to cure amounts.

Pursuant to an agreed order:

   1. the cure amount and compensation for Hines' actual
      pecuniary loss payable under the lease is $242,621 as
      of July 15, 2013;

   2. upon the closing of the Debtor's sale of assets to
      TNCI Operating Company LLC, pursuant to the sale motion,
      the Debtors' assumption and assignment of the Lease to TNCI
      is approved and TNCI accepts such assignment, assumes all
      of the obligations under the lease, and agrees to be bound
      by and to perform all of the obligations of the tenant under
      the lease;

   3. TNCI will deliver an additional security deposit in the
      sum of $41,589 to Hines or its successors in interest; and

   4. the Debtors will remain fully liable for the payment and
      for performance of all of the other terms, covenants,
      conditions, liabilities and obligations under the Lease
      until the Effective Date.

Jason S. Brookner, Esq., at Looper Reed & Mcgraw P.C., and A.
Kenneth Hennesay, Jr., Esq. at Allen Matkins Leck Gamble Mallory &
Natsis LLP, represent Hines.

Patricia B. Tomasco, Esq., at Jackson Walker L.L.P., represents
the Debtor.  Steven Wilamowsky, Esq., at Bingham McCutchen LLP
represents the buyer.

As reported in the Troubled Company Reporter on Aug. 7, 2013, the
Court authorized the Debtors to:

   1. sell substantially all of its assets to TNCI pursuant to
      an asset purchase agreement dated July 3, 2013; and

   2. pay the net proceeds of sale to Hercules Technology II, L.P.

The Debtors, with the assistance of it sales agent, Q Advisors,
LLC, having conducted a marketing process, in consultation with
the Official Committee of Unsecured Creditors and Hercules,
determined that TNCI submitted the highest and best bid for the
Debtor's property.

The Court on June 28, 2013, approved bid procedures with respect
to the sale of substantially all of the Debtors' assets.  Pursuant
to the approved bid procedures, the auction was scheduled for
July 9 until July 11, at the offices of Jackson Walker, L.L.P., in
Austin, Texas.

The Debtors' secured lender, Hercules Technology II. L.P., was
authorized, in its discretion, to credit bid at the auction all or
any portion of the Hercules Prepetition Indebtedness under Section
363(k) of the Bankruptcy Code.

                      About UPH Holdings Inc.

UPH Holdings Inc. and several affiliates filed Chapter 11
petitions (Bankr. W.D. Tex. Lead Case No. 13-bk-10570) on
March 28, 2013.  Judge Tony M. Davis oversees the case.  Jennifer
Francine Wertz, Esq., and Patricia Baron Tomasco, Esq., at Jackson
Walker, L.L.P., serve as the Debtors' counsel.  Q Advisors, LLC
serves as financial advisors.  UPH Holdings disclosed $26,917,341
in assets and $19,705,805 in liabilities as of the Chapter 11
filing.

Other affiliates that sought Chapter 11 protection are: Pac-West
Telecomm, Inc.; Tex-Link Communications, Inc.; Unipoint Holdings,
Inc.; Unipoint Enhanced Services, Inc.; Unipoint Services, Inc.;
Nwire LLC; and Peering Partners Communications LLC (Case Nos.
13-10571 to 13-10577).

Judy A. Robbins, the United States Trustee for Region 7, has
appointed a five-member Official Committee of Unsecured Creditors
in the Chapter 11 cases of UPH Holdings, Inc., Pac-West Telecomm
Inc., and their affiliated debtors.

The Committee tapped Kelley Drye & Warren LLP as its counsel, and
QSI Consulting, Inc. as its financial advisor.


VAIL LAKE: Has Final Authorization to Use Cash Collateral
---------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of California
authorized Vail Lake Rancho California, LLC, et al.'s use of cash
on a final basis.

As reported in the Troubled Company Reporter on July 1, 2013,
Bankruptcy Judge Louise DeCarl Adler entered an interim order
granting the Debtors authority to use cash for business operations
in accordance with a prepared budget.

                         About Vail Lake

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

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

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

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

The Debtors are represented by attorneys at Cooley LLP and
Phillips, Haskett & Ingwalson, A.P.C.  The Debtor also employed
Thomas C. Hebrank and E3 Realty Advisors, Inc., with Mr. Hebrank
serving as the Debtors' chief restructuring officer.

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


VAIL LAKE: Oct. 3 Hearing on Request to Dismiss Chapter 11 Case
---------------------------------------------------------------
The Bankruptcy Court will convene a hearing on Oct. 3, 2013, at
2:30 p.m., to consider a motion to dismiss the Chapter 11 cases of
Vail Lake Rancho California et al.  The Motion to Dismiss was
filed by Jeffry A. Davis, on behalf of Dynamic Finance Corporation
and Angela Chen Sabella.  Objections, if any, are due Sept. 27.

The Court decided to consider the request on merits and rejected
the Debtors' bid to throw out the request based on a technicality.
Specifically, the Court denied approval of the Debtors' ex parte
motion to strike the motion to dismiss for insufficient service.
The Court said that it does not believe it is appropriate to
strike the motion for defective service.

As reported in the Troubled Company Reporter on Sept. 13, 2013,
according to the Debtors, as evidenced on the face of the
Certificate of Service filed in connection with the Notice and
Motion to Dismiss, Dynamic and Chen failed to serve all creditors
of these cases with their Notice and Motion to Dismiss.  The
Federal Rules of Bankruptcy Procedure, the Local Rules of the
Bankruptcy Court, the Court's Limit Notice Order and fundamental
precepts of due process require that all creditors entitled to
notice be notified about the pendency of a case determinative
motion like the Motion to Dismiss.  Chen et al. received actual
notice of the addition of over 330 creditors to VLRC's schedules
more than one month before filing the Motion to Dismiss, but did
not provide notice of the Motion to Dismiss to any of those
entities.

Moreover, Chen et al. failed to minimally comply with service
requirements.  That is, they failed to serve even the top 20
unsecured creditors of the Voluntary Debtors, as is required by
the Limit Notice Order.

By the Motion to Strike, the Debtors wanted the Court to direct
Chen et al. to re-file and re-serve the Motion to Dismiss on all
creditors required to be served under Bankruptcy Rule 2002.  The
ultimate effect of such an order, which would obviously not reach
the merits of the Motion to Dismiss, would simply be to postpone
the hearing and would therefore not substantively prejudice Chen
et al.

Rather than expend scarce estate resources on opposing a facially
defective Motion to Dismiss at this time, the Debtors submit that
it makes more sense for Chen et al. to re-notice and re-serve the
Motion to Dismiss to allow all creditors entitled to notice the
opportunity to participate and be heard with respect to the Motion
to Dismiss.  Due process requires no less, the Debtor said.

                         About Vail Lake

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

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

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

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

The Debtors are represented by attorneys at Cooley LLP and
Phillips, Haskett & Ingwalson, A.P.C.  The Debtor also employed
Thomas C. Hebrank and E3 Realty Advisors, Inc., with Mr. Hebrank
serving as the Debtors' chief restructuring officer.

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


VIGGLE INC: Incurs $91.4 Million Net Loss in Fiscal 2013
--------------------------------------------------------
Viggle Inc. filed with the U.S. Securities and Exchange Commission
its annual report on Form 10-K disclosing a net loss of $91.40
million on $13.90 million of revenues for the year ended June 30,
2013, as compared with a net loss of $96.51 million on $1.73
million of revenues during the prior year.

The Company's balance sheet at June 30, 2013, showed $16.77
million in total assets, $54.15 million in total liabilities and a
$37.37 million total stockholders' deficit.

"The last fiscal year was a time of incredible growth for Viggle
on so many fronts - executive suite and human capital, technology
platform, advertising partners and strategic business
relationships," said Greg Consiglio, Viggle president and COO.
"The transition from a start up to ongoing business is not always
a smooth one but one that we've been able to make while driving
tremendous growth in every key metric, including registered users,
monthly active users and revenue, while also investing to build a
global reward platform across multiple verticals."

BDO USA, LLP, in New York, issued a "going concern" qualification
on the consolidated financial statements for the year ended
June 30, 2013.  The independent auditors noted that the Company
has suffered recurring losses from operations and at June 30,
2013, has deficiencies in working capital and equity that raise
substantial doubt about its ability to continue as a going
concern.

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

                        http://is.gd/5gxSVk

                           About Viggle

New York City-based Viggle Inc. is a loyalty marketing company.
The Company has developed a loyalty program for television that
gives people real rewards for checking into the television shows
they are watching on most mobile operating system.  Viggle users
can redeem their points in the app's rewards catalog for items
such as movie tickets, music, or gift cards.


VISUALANT INC: Amends 162.1 Million Shares Resale Prospectus
------------------------------------------------------------
Visualant, Incorporated, has amended its registration statement
relating to the the resale by Michael E. Donnelly, Steven M.
Bathgate, William D. Moreland, et al., of up to 162,130,000 shares
of the Company's common stock, $.001 par value per share,
including:

   (i) 52,300,000 shares of common stock issued to Special
       Situations and forty other accredited investors pursuant to
       the Private Placement which closed June 14, 2013;

  (ii) 52,300,000 shares of common stock issuable upon the
       exercise of the five-year Series A Warrants at $0.15 per
       share, which were issued to the investors as part of the
       above-referenced Private Placement;

(iii) 52,300,000 shares of common stock issuable upon the
       exercise of five year Series B Warrants at $0.20 per share,
       which were issued to the investors as part of the above-
       referenced Private Placement; and

  (iv) 5,230,000 shares of common stock issuable upon the exercise
       of five year Placement Agent Warrants at $0.10 per share,
       which were issued to GVC Capital LLC or affiliated parties
       pursuant to the above-referenced Private Placement.

The Company will not receive any of the proceeds from the sale of
the common stock by the selling security holders.

The Company's common stock trades on the OTCQB under the symbol
VSUL.  On Sept. 12 , 2013, the last reported sale price for the
Company's common stock as reported on OTCQB was $0.09 per share.

A copy of the amended Form S-1 is available for free at:

                        http://is.gd/oKH8ot

                        About Visualant Inc.

Seattle, Wash.-based Visualant, Inc., was incorporated under the
laws of the State of Nevada on Oct. 8, 1998.  The Company
develops low-cost, high speed, light-based security and quality
control solutions for use in homeland security, anti-
counterfeiting, forgery/fraud prevention, brand protection and
process control applications.

Visualant incurred a net loss of $2.72 million for the year
ended Sept. 30, 2012, compared with a net loss of $2.39 million
for the same period during the prior year.  The Company's balance
sheet at June 30, 2013, showed $5.59 million in total assets,
$7.32 million in total liabilities, $46,609 in noncontrolling
interest and a $1.78 million total stockholders' deficit.

PMB Helin Donovan, LLP, in Nov. 10, 2012, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Sept. 30, 2012.  The independent auditors noted that
the Company has sustained a net loss from operations and has an
accumulated deficit since inception which raise substantial doubt
about the Company's ability to continue as a going concern.


VISUALANT INC: Gets Approval to Restate Articles of Incorporation
-----------------------------------------------------------------
The stockholders of Visualant, Inc., on Aug. 9, 2013, approved an
amendment to the Company's Articles of Incorporation increasing
the number of authorized common shares from 200 million to 500
million shares.

On Sept. 16, 2013, the Company filed and received approval from
the State of Nevada for a Restatement of the Articles of
Incorporation for Visualant, Inc., a Nevada Profit Corporation,
related to the increase in the number of authorized common shares
from 200 million to 500 million shares.

A copy of the Restatement of the Articles of Incorporation is
available for free at http://is.gd/qJeU3A

                        About Visualant Inc.

Seattle, Wash.-based Visualant, Inc., was incorporated under the
laws of the State of Nevada on Oct. 8, 1998.  The Company
develops low-cost, high speed, light-based security and quality
control solutions for use in homeland security, anti-
counterfeiting, forgery/fraud prevention, brand protection and
process control applications.

Visualant incurred a net loss of $2.72 million for the year
ended Sept. 30, 2012, compared with a net loss of $2.39 million
for the same period during the prior year.  The Company's balance
sheet at June 30, 2013, showed $5.59 million in total assets,
$7.32 million in total liabilities, $46,609 in noncontrolling
interest and a $1.78 million total stockholders' deficit.

PMB Helin Donovan, LLP, in Nov. 10, 2012, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Sept. 30, 2012.  The independent auditors noted that
the Company has sustained a net loss from operations and has an
accumulated deficit since inception which raise substantial doubt
about the Company's ability to continue as a going concern.


VULPES LLC: Fox & Obel Food Market Files Chapter 11 in Chicago
--------------------------------------------------------------
Chicago-based gourmet grocer Vulpes LLC, doing business as Fox &
Obel Food Market, sought Chapter 11 bankruptcy protection (Bankr.
N.D. Ill. Case No. 13-36961) on Sept. 18, 2013, in U.S. Bankruptcy
Court for the Northern District of Illinois.

Vulpes is represented by William J. Factor, Esq. --
wfactor@wfactorlaw.com -- in Northbrook, Illinois.

Samantha Bomkamp, writing for The Chicago Tribune, reports that
the filing was made after a half-dozen failed health inspections,
missed rent payments and increasing competition in the highbrow
food market.  The Chicago Tribune reports that Fox & Obel was shut
down for three days in July after failing its sixth health
inspection in three years.  During the inspection, a follow-up on
a complaint of suspected food poisoning, more than 200 fruit flies
and 30 cockroaches were found in food prep areas and behind walls.
The report also notes the company has allegedly struggled to make
rent payments in recent years and faced attempts at eviction,
according to court documents. It's been sued twice before by food
suppliers for nonpayment.

Vulpes LLC listed between $500,000 to $1 million in assets and
between $1 million and $10 million in debt.  It is managed by
William Bolton, a former executive vice president at former Jewel
parent Supervalu.

Mr. Bolton signed the petition.


WHEELER RENTAL: Counsel Wants Case Dismissed
--------------------------------------------
Ted Malave, News Channel 4 in Oklahoma City, reports that more
than a dozen Oklahoma families have filed complaints against
Wheeler Rental and Mobile Home Sales.  In all, these customers
paid about $150,000 for mobiles homes they never received and may
never get.

This week the case went back to court.  However, instead of having
clarity at court, the customers walked away more confused and now
very angry, according to the report.

The report recounts that last month more than a dozen other
victims stood at the courthouse waiting for the scheduled
bankruptcy hearing.  The owner was quote "incapacitated" and
didn't show up so the hearing was rescheduled.  This week, at the
second hearing families found out Wheeler's attorney had filed a
motion for dismissal.

The report relates that after complaints piled up from all over
the state, Wheeler's owner lost her license. And because of that
her attorney says she can't reorganize and in-turn cannot make a
profit. So now the case goes to state court.

"There's probably more opportunity for these people to try to find
assets through state court than there would have been through the
bankruptcy," says John Maile with the Used Motor Vehicle and Parts
Commission.  Mr. Maile works for the state. He says moving the
case out of bankruptcy court might benefit these angry customers
in the long run.

Mr. Maile says, "They could make Mrs. Wheeler personally libel for
what happened they could go against her personal assets which they
could have done under the bankruptcy proceeding."  But the victims
want the owner arrested.


* Banks Face Fines for Benchmark Safeguard Breaches in EU Plan
--------------------------------------------------------------
Jim Brunsden, writing for Bloomberg News, reported that banks risk
fines as high as 10 percent of their yearly sales for failing to
set up adequate safeguards to combat benchmark rigging, under
European Union anti-manipulation rules presented on Sept. 18.

According to the report, Michel Barnier, the EU's financial
services chief, is also seeking to empower regulators so that they
can force banks to take part in some benchmark-setting panels, in
proposals targeting scandals that began with the London interbank
offered rate, or Libor, and spread across the financial system.
The plans will toughen supervision of rate-setting, with "critical
benchmarks" such as Libor to be overseen by colleges of national
regulators.

Benchmarks from oil to foreign exchange are being probed by global
regulators as they seek to restore trust in rates undermined by
evidence of endemic rigging, the report further related.
Authorities have fined UBS AG, Barclays Plc and Royal Bank of
Scotland Group Plc about $2.5 billion for distorting Libor and
other interbank rates. Other firms are under investigation around
the world.

"Market confidence has been undermined by scandals and allegations
of benchmark manipulation," Barnier said in an e-mailed statement,
the report also related. "This cannot go on." The proposals from
the Brussels-based European Commission "will ensure for the first
time that all benchmark providers have to be authorized and
supervised. They will enhance transparency and tackle conflicts of
interest."


* DRW Investments Sues to Forestall CFTC Enforcement Action
-----------------------------------------------------------
Andrew Harris & Silla Brush, writing for Bloomberg News, reported
that DRW Investments LLC, a Chicago-based investment firm, filed a
pre-emptive lawsuit against the Commodity Futures Trading
Commission seeking a court's finding that the company didn't
breach derivatives trading regulations.

According to the report, DRW Investments and its principal, Donald
R. Wilson, sued the CFTC on Sept. 18 in federal court in Chicago,
saying its case is a response to the agency's "stated intention to
bring an enforcement action."

"The CFTC's action would depend on an erroneous and legally
untenable claim," that DRW violated anti-manipulation provisions
of the Commodity Exchange Act by placing orders at prices
differing from those of similar, though not identical, over-the-
counter swaps, DRW said in a statement, the report related.

At issue are interest-rate swap futures contracts traded on the
Nasdaq OMX Futures Exchange and cleared through the International
Derivatives Clearinghouse from August 2010 through September 2011,
the report said.

Wilson and the company, a unit of DRW Holdings LLC, alleged that
when the trades were carried out, no regulation or rule made them
illegal and an attempt by the agency to do so now would violate
their constitutional right to fair notice of what activities would
be considered market manipulation, the report further related.

The case is DRW Investments LLC v. U.S. Commodity Futures Trading
Commission, 13-cv-06630, U.S. District Court, Northern District of
Illinois (Chicago).


* Ex-JPMorgan Employees Indicted over $6.2 Billion Loss
-------------------------------------------------------
Patricia Hurtado, writing for Bloomberg News, reported that two
former JPMorgan Chase & Co. traders were indicted for engaging in
a securities fraud to hide trading losses that eventually
surpassed $6.2 billion on wrong-way derivatives bets last year.

According to the report, Javier Martin-Artajo, who oversaw trading
strategy for the synthetic portfolio at the bank's chief
investment office in London, and Julien Grout, a trader who worked
for him, were named in the indictment, unsealed on Sept. 18 in
federal court in Manhattan. The U.S. announced preliminary charges
against the men in August.

Both were indicted by a grand jury on five counts, including
securities fraud, conspiracy, filing false books and records, wire
fraud and making false filings with the U.S. Securities and
Exchange Commission, the report related.  The pair, along with
unidentified co-conspirators, are accused of engaging in a scheme
to manipulate and inflate the value of position markings in the
synthetic credit portfolio, or SCP. They face as long as 20 years
in prison if convicted of securities fraud, the most serious
charge.

Martin-Artajo and Grout were named in criminal complaints filed
Aug. 14 by prosecutors in the office of Manhattan U.S. Attorney
Preet Bharara, the report added.  They were accused of four
separate counts of conspiracy, falsifying books and records, wire
fraud, and false filings with the SEC. The indictment formalized
those counts, adding the securities fraud charge.

The case is U.S. v. Martin-Artajo, 13-cr-00707, U.S. District
Court, Southern District of New York (Manhattan). The SEC case is
Securities and Exchange Commission v. Martin-Artajo, 13-cv-05677,
U.S. District Court, Southern District of New York (Manhattan).


* 4 Massachusetts: Schools Facing Receivership
----------------------------------------------
Michael Norton at Sentinel & Enterprise reports that four
turnaround schools in Massachusetts could fall into state
receivership, state education officials announced.

Four Level 4 schools are being considered for a "chronically
underperforming" Level 5 designation that would trigger state
receivership - the Dever Elementary School and Holland Elementary
School in Boston, the Morgan K-8 School in Holyoke, and the Parker
Elementary School in New Bedford, according to Sentinel &
Enterprise.   Under Level 5, the state education commissioner is
responsible for creating a school turnaround plan for a school and
potentially naming a "receiver" to implement the plan, the report
relates.

The report relates that Education Commissioner Mitchell Chester
plans to hold meetings over the next month in Boston, Holyoke and
New Bedford to hear from school community members before making a
final determination about assigning Level 5 designations to the
four schools under consideration for receivership.


* SEC to Unveil Pay-Ratio Proposal Mandated by Dodd-Frank
---------------------------------------------------------
Sarah N. Lynch, writing for Reuters, reported that U.S.
corporations will need to disclose how their chief executive
officers' paychecks compare with those of their workers under a
proposal unveiled on Sept. 18 by the U.S. Securities and Exchange
Commission.

According to the report, the SEC's CEO pay ratio rule is
championed by unions and labor advocates who say the disclosures
would help investors identify whether a company's compensation
model is too top-heavy.  But companies and business organizations
such as the U.S. Chamber of Commerce, as well as, the Center on
Executive Compensation, which represents human resources
executives, have vehemently opposed the measure, saying it is too
costly to compile the data and would not be useful for investors.

They have urged the SEC to scale it back, possibly by allowing
companies with global offices to compile the median annual pay of
their workers using compensation data from only their U.S.-based
employees, the report related.

The SEC's proposal aims to strike a balance between the two
opposing viewpoints, the report said.

The agency said it would still require companies to include
compensation data for all of its workers, including those employed
overseas or by its subsidiaries, the report further related.


* UBS Wins Ruling Upholding Dismissal of Securities Suit
--------------------------------------------------------
David Voreacos, writing for Bloomberg News, reported that UBS AG,
the largest Swiss bank, won dismissal of a U.S. pension fund's
lawsuit claiming it made misstatements and omissions in a $2.5
billion offering of mortgage-backed securities in 2007.

According to the report, the Pension Trust Fund for Operating
Engineers failed to sue Zurich-based UBS within the required one-
year period after it should have begun investigating underwriting
problems in home loans backing the securities, the U.S. Appeals
Court in Philadelphia ruled on Sept. 18.

The Operating Engineers first sued in federal court in New Jersey
on Feb. 22, 2010, the report related.  The pension fund should
have investigated after a separate lawsuit was filed on Sept. 9,
2008, in California state court against UBS Securities LLC and
Countrywide Financial Corp. alleging false and misleading
statements in offerings, the appeals court said.

"A reasonably diligent plaintiff who had purchased mortgage-backed
securities from UBS Securities based on loans that were largely
originated by Countrywide would have noticed that complaint," the
Third Circuit court ruled, the report added.

Countrywide originated 52 percent of the mortgages backing the
certificates and IndyMac Bancorp Inc. originated 40 percent,
according to the ruling, the report further related.  IndyMac
failed in mid-2008 and Countrywide was acquired by Bank of America
Corp. in 2008.

The case is Pension Trust Fund for Operating Engineers, 12-03454,
U.S. Court of Appeals for the Third Circuit (Philadelphia).


* Fitch Says Appetite for Risk Growing in U.S. Auto Loan Market
---------------------------------------------------------------
Loosening underwriting standards and higher funding costs have led
auto lenders to increasingly extend credit to subprime consumers,
Fitch Ratings says. "However, we view the higher propensity to
lend to weaker borrowers as a relative normalization in credit
metrics, seen previously with the 2004-2006 vintages," Fitch says.

Experian Information Solutions Inc. notes a gain of 10.6% year
over year (YOY) in new financing of subprime auto loans and a
19.2% gain in so-called deep subprime. Banks have extended close
to 36.0% of loans to nonprime borrowers in the second quarter
(Q2), a 2.0% increase YOY, according to this same source.

Lenders' auto loan portfolios continued to grow through Q2 2013,
despite sustained deleveraging in household balance sheets. The
number of newly originated auto loans returned to pre-crisis
levels, amounting to $92 billion in Q2 (versus $82 billion in Q2
2012), as reported by the Federal Reserve Bank.

"We expect new auto loan originations to persist through the
subsequent quarter given greater vehicle financing options and
heightened consumer demand for automobiles. However, with rapid
growth in the number of new auto loans, the prospect of pronounced
aggressive underwriting standards remains plausible," Fitch says.

"Presently we observe marginally lower average credit scores YOY
on most auto loan ABS securitized pools in the latter half of 2012
and 2013. We predict the 2012 and 2013 vintage performance will be
slightly weaker relative to the strong 2009-2011 vintages, as the
latter vintages contained the highest credit quality obligors,
shorter loan terms and lower loan-to-value ratios."

Fitch expects cumulative net loss proxies on auto loan ABS
transactions to increase in the event that we observe materially
weaker securitized pools, unless higher credit enhancement levels
are present to offset risk attached to weaker collateral
characteristics.


* Fines on Lawyers Are Non-Dischargeable
----------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that fines imposed on a lawyer in a professional
disciplinary proceeding aren't discharged if the lawyer files for
bankruptcy.  That was the ruling handed down on Sept. 17 by the
U.S. Court of Appeals in Atlanta, taking sides with an appeals
court in Boston that reached the same result in 2008.  A lawyer
was disbarred in Pennsylvania.

According to the report, exercising discretion, the disciplinary
board imposed a $45,000 fine to recover the cost of the
proceedings.  The lawyer filed for bankruptcy under Chapter 7 the
day the decision was handed down.  The disciplinary board failed
to get a ruling from the bankruptcy judge that the $45,000 debt
would survive bankruptcy.

The report notes that the board won on appeal, where the district
judge held that the fine was non-dischargeable under Section
523(a)(7) as a fine not in "compensation for actual pecuniary
loss."  Because the debt wasn't discharged, the district court
ruled, the automatic stay should be modified on that basis alone,
so the board could collect the judgment and enforce nonmonetary
provisions in the judgment.

The report relates that in an unsigned opinion on appeal, a three-
judge appeals panel in Atlanta upheld the ruling on
dischargeability.  The court said "nearly every other court
reached the same result."  Among circuit courts finding non-
dischargeability was the one in Boston.  The bankrupt lawyer
argued that the fine should be discharged because it was to
compensate for monetary loss.  The Atlanta circuit court
disagreed, saying the penalty protected a public purpose and was
therefore a bona-fide fine.  The discretionary nature of the fine
also showed it was meant to discourage bad acts by lawyers.  "Even
where a debt is intended to help defray the expense of government,
it may not be dischargeable if its primary purpose is penal," the
appeals court said.

The report discloses that the appeals court differed with the
district judge on the automatic stay.  The higher court said the
lower court should have considered other factors pertaining to
stay modification and shouldn't have relied exclusively on the
non-dischargeable nature of the debt.

The case is Disciplinary Board v. Feingold (In re Feingold),
12-13817, U.S. Court of Appeals for the 11th Circuit (Atlanta).


* 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
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Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
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Editors.

Copyright 2013.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
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herein is obtained from sources believed to be reliable, but is
not guaranteed.

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