TCR_Public/131003.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Thursday, October 3, 2013, Vol. 17, No. 274

                            Headlines

22ND CENTURY: Stockholders Elect Four Directors
99 CENTS ONLY: S&P Affirms 'B' CCR & Revises Outlook to Negative
AFFIRMATIVE INSURANCE: Closes Sale of Retail Business for $100MM
AGFEED USA: Wants Lease Decision Period Extended Until Feb. 10
AGFEED USA: Equity Committee Can Retain SugarFGH as Co-Counsel

AGFEED USA: Can Continue to Honor Obligations to Vaco LLC
AGFEED INDUSTRIES: Judge Must Appoint Examiner, Trustee Argues
AMERICAN G.I. FORUM: Objection to Abel Cota Claim Tossed
AMERICAN PATRIOT: Files Schedules of Assets and Liabilities
AMERICAN REALTY: Court Denies Atlantic Parties' Motion in Limine

AMERICAN REALTY: Hearing on Case Dismissal Bid Continued to Nov. 5
ARI-RC: US Bank Withdraws Motion to Dismiss Chapter 11 Case
ATP OIL: Can Operate Using Cash Collateral Until Oct. 17
ATP OIL: Lease Decision Deadline Extended to Oct. 31
BALDWIN PARK: Fitch Hikes Tax Allocation Bonds Ratings From 'BB'

BELLE FOODS: Wants Budget to Include Payment of D&O Policy Premium
BELLE FOODS: Court Approves Sale of 43 Stores to AWG
BERGENFIELD SENIOR HOUSING: Taps Hanson as Real Estate Broker
BIOEXX SPECIALTY: Ontario Court Grants CCAA Protection
CAESARS ENTERTAINMENT: Priced Offerings of Senior Notes

CAMARILLO PLAZA: Edward Carroll to Litigate WCBA Matters
CATHAY GENERAL: Stock Redemption No Impact on Fitch 'B' IDR
CELL THERAPEUTICS: Had $3.4MM Net Financial Standing at Aug. 31
CITYCENTER HOLDINGS: S&P Raises CCR to 'B' on Planned Refinancing
CNH INDUSTRIAL: S&P Assigns 'BB+' Corporate Credit Rating

COMMUNITYONE BANCORP: Case Against CommunityOne Bank Dismissed
CSN HOUSTON: Astros Owner to Fight Bankruptcy
CSN HOUSTON: Comcast to Bid for Network If Court Forces Sale
CUBIC ENERGY: Delays Form 10-K for Fiscal 2013
DESIGNLINE CORP: Files Sales Motion, Contemplates Oct. 28 Auction

DESIGNLINE CORP: Panel Taps CBIZ MHM as Financial Advisor
DESIGNLINE CORP: Hires GGG Partner's Katie Goodman as CRO
DESIGNLINE CORP: Hires Nelson Mullins as Counsel
DESIGNLINE CORP: Taps Richards Layton as Bankr. Co-Counsel
DETROIT, MI: Bond Default Seen Raising Constitutional Issue

DYNAMIC PRECISION: S&P Assigns 'B' CCR & Rates $330MM Facility 'B'
EASTMAN KODAK: PC Seeks to Vacate Order on Assignment of Contract
EDGEN GROUP: S&P Puts 'B+' CCR on CreditWatch Developing
FIBERTOWER CORP: First Amended Plan Filed
FIRST BALDWIN: Alesco Debt Senior to Pilot Note

FREDERICK'S OF HOLLYWOOD: Gets $.23 Apiece Acquisition Proposal
FRESH & EASY: Case Summary & 20 Largest Unsecured Creditors
FRIENDFINDER NETWORKS: Final Cash Collateral Hearing on Oct. 11
FRIENDFINDER NETWORKS: Employs Greenberg Traurig as Lead Counsel
FRIENDLY ICE CREAM: Trustee Sues to Wipe Out $9.3MM in Debt

FURNITURE BRANDS: Creditors Argue for $280-Mil. KPS Bid
GARY PHILLIPS: Files Fourth Amended Reorganization Plan
GARY PHILLIPS: Has Interim Authority to Use Cash Collateral
GATEHOUSE MEDIA: Moves Toward November Exit Plan Hearing
GATEHOUSE MEDIA: Can Use Cash Collateral To Fund Ch. 11

GATEHOUSE MEDIA: S&P Cuts Corp Credit Rating to D on Ch. 11 Filing
GELT PROPERTIES: Can Access Cash Collateral Until Oct. 31
GELT PROPERTIES: Court Sets Oct. 18 Hearing on Stay Relief Motion
GELT PROPERTIES: Wants Loan Maturity Extended Until Jan. 1
GELT PROPERTIES: Creditors' Panel Hires Eckert Seamans as Counsel

GENERAL MOTORS: Not Liable for Pre-Bankruptcy Settlement
GMX RESOURCES: Exclusive Period Extension Sought
GUAM WATERWORKS: Fitch Affirms 'BB' Revenue Bonds Rating
HARVEST GROUP: Enters Receivership, Monitor Confirms
HGIM CORP: S&P Retains 'B' CCR Following Credit Facility Add-Ons

HOLT DEVELOPMENT: Can Use Heritage's Cash Collateral Until Nov. 12
HOSTESS BRANDS: Unions Lose Fight to Prioritize Pensions
IBIO INC: Incurs $6.2-Mil. Net Loss in Fiscal 2013
IMAGE LIKENESS: IRS May Collect Tax Liabilities for 1996-1997
INTEGRATED BIOPHARMA: Posts $93,000 Net Income in Fiscal 2013

ISAACSON STEEL: Case Conversion Hearing Moved to Oct. 28
JAMES RIVER: Capital Ventures Held 5.2% Equity Stake at Sept. 19
JEFFERSON TOWNHOUSE: Tranzon Auctioning 2nd Lien Note This Month
JHK INVESTMENT: CBIZ MHM to Prepare 2012 Tax Returns
K-V PHARMACEUTICAL: Senior Noteholders Not Entitled to Interest

KIWIBOX.COM INC: Acquires Interscholz for $1.3 Million
KBI BIOPHARMA: Case Summary & 8 Unsecured Creditors
KEYWELL LLC: Seeks December Bankruptcy Auction
KEYWELL LLC: Section 341(a) Meeting Set on October 24
KORESKO & ASSOCIATES: Bid to Reconsider ERISA Suit Order Denied

LANDAUER HEALTHCARE: Panel Hires Deloitte as Financial Advisor
LANDAUER HEALTHCARE: Panel Can Retain Landis Rath as Counsel
LANDAUER HEALTHCARE: Files Schedules of Assets and Liabilities
LEE ENTERPRISES: Debt Reduction Two Years Ahead of Plan
LEVEL 3 FINANCING: S&P Keeps 'BB-' Rating Over $1.2BB Loan Add-On

LIGHTSTREAM RESOURCES: S&P Raises CCR to 'B+' on Higher Cash Flows
LIGHTSQUARED INC: Harbinger Partly Escapes Investor Suit
LIGHTSQUARED INC: Judge Set to Approve Auction Rules
LIGHTSQUARED INC: Asks Judge to Put Harbinger Suit On Hold
LONGVIEW POWER: DRC Retained as Claims & Noticing Agent

MEDICURE INC: Files Form 20-F, Incurs C$2.6MM Loss in Fiscal 2013
MICHAEL BAKER: S&P Assigns 'B+' CCR & Rates $350MM Notes 'B+'
MOORE FREIGHT: Wants Solicitation Period Extended Until Jan. 21
MOORE FREIGHT: Court Approves Amended Disclosure Statement
MOORE FREIGHT: BB&T Says Plan Violates Absolute Priority Rule

MOUNTAIN COUNTRY PARTNERS: Trustee Can Employ Elliot as Accountant
MPG OFFICE: BPO Tender Offer Further Extended to October 4
MUSCLEPHARM CORP: Faces Investigation by SEC
NEWLEAD HOLDINGS: Announces 1-for-15 Common Shares Reverse Split
NIRVANIX INC: In a Blow to Cloud Computing, Company Shuts Down

NORD RESOURCES: Extends Cathode Sales Agreement Until Dec. 31
ORCKIT COMMUNICATIONS: Incurs $1.2 Million Net Loss in Q2
OVERSEAS SHIPHOLDING: Incurs $167.8-Mil. Net Loss in First Quarter
PACIFIC BEACON: S&P Lowers Series 2006A Bonds Rating to 'BB'
PARADISE HOSPITALITY: Conversion Hearing Continued to Oct. 17

PATRIOT COAL: Taps Ogletree as Special Labor-Relations Counsel
PROVINCE GRANDE: "Bolton" Suit Stays in N.C. Business Court
RADIOSHACK CORP: Fitch Affirms 'CCC' LT Issuer Default Rating
RELIABRAND INC: Farber Hass Hurley Raises Going Concern Doubt
RELIANCE INSURANCE: Off The Hook for Pa. Warranty Claims

REMARK MEDIA: Restates 2012 Form 10-K; Records $6-Mil. Net Loss
RESIDENTIAL CAPITAL: Balks at Sidney and Yvonne Lewis's Claims
RESIDENTIAL CAPITAL: Objects to Corla Jackson's Claim No. 4443
RESIDENTIAL CAPITAL: Disputes R. Sweeting's $158.3-Mil. Claims
RESIDENTIAL CAPITAL: Judge Issues Opinion in Suit vs. Jr. Holders

RESIDENTIAL CAPITAL: "Jenkins" Suit vs. J. Faber, Mers Dismissed
RESPONSE BIOMEDICAL: To Sell $4 Million Subscription Receipts
RHYTHM & HUES: Files Liquidating Plan and Disclosure Statement
RICEBRAN TECHNOLOGIES: Intends to Acquire H&N Distribution
RICHMOND VALLEY: Has Authority to Use Cash Collateral

RITE AID: OKs Swap of Preferred Shares for 40MM Common Shares
RIVER ROAD: Dispute Over FBR's Fees Remanded for Trial
ROCK POINTE: Amendment to Interim Cash Collateral Order Approved
SANTA FE GOLD: Incurs $10.4-Mil. Net Loss in Fiscal 2013
SEANERGY MARITIME: Incurs $14.8 Million Net Loss in 2nd Quarter

SECUREALERT INC: To Issue 269,681 Shares to Officers & Directors
SHILO INN: Court Schedules Disclosure Statement Hearing on Oct. 17
SINCLAIR BROADCAST: Director Resigns
SINOCOKING COAL: Friedman LLP Raises Going Concern Doubt
SOUNDVIEW ELITE: Section 341(a) Meeting Scheduled for Oct. 25

SPRINGLEAF FINANCE: Completes Senior Notes Offering
SPRINGLEAF FINANCE: Obtains New $750-Mil. Term Loan From BofA
STANCORP FINANCIAL: Fitch Affirms 'BB+' Subordinated Debt Rating
STEINWAY MUSICAL: S&P Lowers CCR to 'B' & Removes from CreditWatch
STELLAR BIOTECHNOLOGIES: Appoints Tessie Che to Board

STOCKTON, CA: Plan Favors Retirees over Creditors
TANDY BRANDS: Grant Thornton Raises Going Concern Doubt
TC GLOBAL: Estate Gets Initial Nod for Liquidation Plan
THERAPEUTICSMD INC: Prices 13.7 Million Common Shares
TITAN PHARMACEUTICALS: To Discuss Probuphine with FDA on Nov. 19

UPH HOLDINGS: Hires Deshazo & Nesbitt as Special Counsel
WALKER & DUNLOP: S&P Assigns 'BB-' Issuer Credit Rating

* Fitch Says Impact of Federal Shutdown Minimal for US Municipals
* Fitch Says Gov't Shutdown Unlikely to Impact US Credit Card ABS
* Fitch Says US Debt Ceiling in Focus After Government Shutdown

* Recent Small-Dollar & Individual Chapter 11 Filings

                            *********

22ND CENTURY: Stockholders Elect Four Directors
-----------------------------------------------
22nd Century Group, Inc., held an annual meeting of its
stockholders on Sept. 28, 2013, at which the stockholders elected
James W. Cornell, Henry Sicignano, III, Joseph Pandolfino and
Joseph Alexander Dunn to the Board of Directors to serve a one
year term expiring at the annual meeting in 2014.  The Company's
executive compensation for fiscal year 2012 has been approved.
The stockholders selected "every year" as the desired frequency of
future advisory vote on executive compensation.  The stockholders
ratified the selection of Freed Maxick CPAs, P.C., to serve as the
Company's independent registered certified public accounting firm
for fiscal 2013.

                         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.


99 CENTS ONLY: S&P Affirms 'B' CCR & Revises Outlook to Negative
----------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B'
corporate credit rating on City of Commerce, Calif.-based 99 Cents
Only Stores and revised the outlook to negative.

At the same time, S&P affirmed its 'B+' issue-level rating with a
'2' recovery rating on the proposed $614 million term loan B.  The
'2' recovery rating indicates S&P's expectation for substantial
(70% to 90%) recovery of principal in the event of a payment
default.  S&P also affirmed its 'CCC+' issue-level rating and '6'
recovery rating on the company's existing senior notes.  The '6'
recovery rating indicates S&P's expectation for negligible (0% to
10%) recovery of principal in the event of a payment default.

99 Cents Only is refinancing its term loan to reduce interest
costs, repurchase rollover equity from the company's founding
family, and fund other expenses related to the transaction.

"The rating on 99 Cents Only Stores reflects Standard & Poor's
Ratings Services' assessment that the company's business risk
profile will remain "weak" and the financial risk profile will
remain "highly leveraged" in the coming year" said credit analyst
Diya Iyer.

The outlook is negative, reflecting S&P's expectation for limited
improvement in credit protection measures in the coming year.  S&P
would consider lowering its rating if profitability falls below
our expectations in the coming year, due to sales and competitive
pressure or higher costs associated with store expansion.  This
would lead to EBITDA declining 10% and gross margin declining more
than 100 bps, resulting in leverage remaining in the high 6.0x-
range and coverage approaching 2.0x.

Although unlikely, S&P could raise its rating if sales increase
more than 10% and gross margin expands more than 100 bps above its
expectations because of continued strong operational execution.
This would result in a 20% increase in EBITDA, with leverage in
the low-5x area and interest coverage approaching 3.0x.


AFFIRMATIVE INSURANCE: Closes Sale of Retail Business for $100MM
----------------------------------------------------------------
Affirmative Insurance Holdings, Inc., closed the sale of 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 Company previously had
announced on Sept. 16, 2013, that it entered into a definitive
agreement to complete this sale.

The initial $100 million of cash proceeds includes $20 million
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.

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 also has replaced its existing senior credit facility
with the proceeds from the sale and with proceeds from two new
debt arrangements.  The Company previously announced on Sept. 16,
2013, that it had entered into a commitment letter with Fortress
Credit Corp and JCF AFFM Debt Holdings, L.P., an affiliate of New
Affirmative LLC - the Company's 51 percent majority shareholder,
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.
However, after September 16, the Company obtained financing under
improved terms and elected to terminate the original commitment
letter with Fortress Credit Corp and JCF AFFM Debt Holdings, L.P.

The Company's new debt arrangement consists of a $40 million
senior secured credit facility from Credit Suisse AG, Cayman
Islands Branch, with a maturity date of March 30, 2016, and a $10
million subordinated secured credit facility from JCF AFFM Debt
Holdings, L.P. with a maturity date of March 30, 2017.

Mike McClure, chief executive officer, stated, "We are very
pleased that we have been able to address our senior debt maturity
issue as our senior debt was set to mature in January 2014, as
well as the maturity today of the incremental term loan that was
provided last month.  We would like to thank our friends at
Fortress and the other senior lenders that have supported us for
many years.  As I stated previously, the retail sale transaction
will allow us to focus on our insurance production business, which
has significantly improved from both a revenue and profitability
perspective.  We are looking forward to a long-term partnership
with Confie Seguros, a fantastic distribution company in the non-
standard automobile insurance marketplace."

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

(a) $40 million Senior Secured Credit Facility

On Sept. 30, 2013, Affirmative Insurance entered into a $40
million senior secured credit facility with Credit Suisse AG,
Cayman Islands Branch, as Administrative Agent and Collateral
Agent.  The Senior Facility provides for a $40 million senior term
loan facility.  Concurrent with its entry into the Senior
Facility, the Company borrowed $40 million under the Senior
Facility to refinance a portion of the remaining principal balance
on the Company's existing senior secured facility, as well as to
pay related costs and expenses.  The Borrowing includes a five
percent original issue discount in addition to customary
arrangement and administrative agent fees.

(b) $10 million Subordinated Secured Credit Facility

Affirmative Insurance, on Sept. 30, 2013, entered into a $10
million subordinated secured credit facility with JCF AFFM Debt
Holdings, L.P., as Administrative Agent and Collateral Agent. JCF
AFFM Debt Holdings, L.P., is an affiliate of J.C. Flowers & Co.
LLC and New Affirmative LLC, the Company's 51.0 percent majority
shareholder.  The Subordinated Facility provides for a $10 million
subordinated term loan facility.  Concurrent with its entry into
the Subordinated Facility, the Company borrowed $10 million under
the Facility to refinance a portion of the remaining principal
balance on the Company's Prior Credit Facility.  As consideration
for the funding commitments under the Subordinated Facility, a
fully earned and payable fee equal to 30 percent of the principal
amount will be capitalized and added to the principal amount of
the Borrowing on the Closing Date.  The principal amount of the
Borrowing is due and payable, to the extent not previously paid on
the Maturity Date of March 30, 2017.

(c) Master Distribution Agreement

In connection with the completion of the sale of the Company's
Retail Business, the Company entered into a Master Distribution
Agreement with Confie Seguros Holding II Co.  The Master
Distribution Agreement sets forth certain terms and conditions
under which Confie will continue to produce insurance business for
the Company's insurance subsidiaries at least until the earlier of
Dec. 15, 2015, or when Confie's contingent payment obligations
under the Purchase Agreement are discharged.

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

                       http://is.gd/gfCrTp

                    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.  The
Company's balance sheet at March 31, 2013, showed $392.86 million
in total assets, $532.41 million in total liabilities and a
$139.55 million total stockholders' deficit.


AGFEED USA: Wants Lease Decision Period Extended Until Feb. 10
--------------------------------------------------------------
AgFeed USA, Inc., et al., ask the U.S. Bankruptcy Court for the
District of Delaware to extend the deadline to assume or reject
their existing unexpired leases, subleases or other agreements to
which the Debtors are a party and which may be considered leases
of nonresidential realty property under applicable law through and
including Feb. 10, 2014.

According to papers filed with the Court on Sept. 24, 2013, the
original 1020-day Assumption/Rejection Period to assume or reject
the leases currently expires on Nov. 12, 2013.  The Debtors tell
the Court that the purpose of this additional time is to allow the
debtor an opportunity to thoroughly review all of the leases so
that decisions can be made to maximize the value of the estate.

According to the Debtors, without an extension of the
Assumption/Rejection Period, the Debtors may be forced to
prematurely assume their remaining leases.

                   About AgFeed Industries

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

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

The U.S. Trustee has appointed a five-member official committee of
unsecured creditors to the Chapter 11 cases.  The Creditors'
Committee tapped Lowenstein Sandler as lead bankruptcy counsel and
Greenberg Traurig, LLP, as co-counsel.  CohnReznick LLP serves as
the Creditors' Committee's financial advisor.

A three-member official committee of equity security holders was
also appointed to the Chapter 11 cases.  The Equity Committee
tapped Sugar Felsenthal Grais & Hammer LLP and Elliott Greenleaf
as co-counsel.


AGFEED USA: Equity Committee Can Retain SugarFGH as Co-Counsel
--------------------------------------------------------------
Judge Brendan L. Shannon of the U.S. Bankruptcy Court for the
District of Delaware has authorized the Official Committee of
Equity Security Holders of AgFeed USA, LLC, et al., to employ and
retain Sugar Felsenthal Grais & Hammer LLC as co-counsel, nunc pro
tunc to Aug. 23, 2013.

As reported in the TCR on Sept. 18, 2013, SugarFGH professionals
who will take a primary role in representing the Debtor and their
hourly rates are:

Aaron L. Hammer, Esq.          ahammer@sugarfgh.com        $675
Christopher J. Horvay, Esq.    chorvay@sugarfgh.com        $550
Etahn Cohen, Esq.              ecohen@sugarpfh.com         $550
Mark S. Melickian, Esq.        mmelickian@SugarFGH.com     $550
Michael A. Brandess, Esq.      mbrandess@SugarFGH.com      $365
John R. O'Connor, Esq.         joconnor@SugarFGH.com       $305
Jamie R. Netznik, Esq.         jnetznik@sugarfgh.com       $275
Paris C. Love, paralegal       plove@sugarfgh.com          $225

                  About AgFeed Industries

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

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

The U.S. Trustee has appointed a five-member official committee of
unsecured creditors to the Chapter 11 cases.  The Creditors'
Committee tapped Lowenstein Sandler as lead bankruptcy counsel and
Greenberg Traurig, LLP, as co-counsel.  CohnReznick LLP serves as
the Creditors' Committee's financial advisor.

A three-member official committee of equity security holders was
also appointed to the Chapter 11 cases.  The Equity Committee
tapped Sugar Felsenthal Grais & Hammer LLP and Elliott Greenleaf
as co-counsel.


AGFEED USA: Can Continue to Honor Obligations to Vaco LLC
---------------------------------------------------------
On Sept. 27, 2013, Judge Brendan L. Shannon of the U.S. Bankruptcy
Court for the District of Delaware entered an order authorizing
AgFeed USA, LLC, et al., to continue to honor obligations in
connection with the Employee Placement Agreement with Vaco, LLC,
including the payment of the postpetition obligations in
connection with said agreement as they become due.

In the Debtors' Motion filed Sept. 9, 2013, the Debtors told the
Court that while they believe that an order from the Court is not
required because the relief requested is in the ordinary course of
business, the Debtors nevertheless requested such relief "out of
an abundance of caution."

                   About AgFeed Industries

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

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

The U.S. Trustee has appointed a five-member official committee of
unsecured creditors to the Chapter 11 cases.  The Creditors'
Committee tapped Lowenstein Sandler as lead bankruptcy counsel and
Greenberg Traurig, LLP, as co-counsel.  CohnReznick LLP serves as
the Creditors' Committee's financial advisor.

A three-member official committee of equity security holders was
also appointed to the Chapter 11 cases.  The Equity Committee
tapped Sugar Felsenthal Grais & Hammer LLP and Elliott Greenleaf
as co-counsel.


AGFEED INDUSTRIES: Judge Must Appoint Examiner, Trustee Argues
--------------------------------------------------------------
Law360 reported that the U.S. Trustee's Office urged a Delaware
bankruptcy judge on Sept. 30 to appoint an examiner to probe the
finances of AgFeed Industries Inc. China-based operations, while
the bankrupt hog farmer and its stakeholders countered that doing
so would threaten a planned $50 million sale of its Chinese
assets.

According to the report, the Tennessee-based hog farmer lost
millions of dollars in China between 2008 and 2011 because of
allegedly fraudulent conduct of its Chinese management and an
examiner is needed to investigate AgFeed's foreign finances and
report the findings.

As previously reported by The Troubled Company Reporter, AgFeed
and the official committees representing creditors and
shareholders are unanimously against the idea of appointing an
examiner to investigate what the U.S. Trustee called a "massive
fraud" in the company's Chinese operations.

Opposing the appointment of an examiner, the creditors' committee
said the second sale "may" generate sufficient funds so unsecured
creditors are fully paid, "with excess proceeds for the equity
holders."  The shareholders' committee, too, is opposed to an
examiner, saying it's premature.

AgFeed and the committees point to a provision in the contract
with the Chinese buyers where they have the right to terminate if
there is an examiner appointed with "expanded powers."
Consequently, they are concerned that the buyers may back out if
the court calls for an investigation.  The buyers are Good Charm
International Development Ltd. and Ningbo Tech-Bank Co.

                       About AgFeed Industries

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

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

The U.S. Trustee has appointed a five-member official committee of
unsecured creditors to the Chapter 11 cases.  The Creditors'
Committee tapped Lowenstein Sandler as lead bankruptcy counsel and
Greenberg Traurig, LLP, as co-counsel.  CohnReznick LLP serves as
the Creditors' Committee's financial advisor.

A three-member official committee of equity security holders was
also appointed to the Chapter 11 cases.  The Equity Committee
tapped Sugar Felsenthal Grais & Hammer LLP and Elliott Greenleaf
as co-counsel.


AMERICAN G.I. FORUM: Objection to Abel Cota Claim Tossed
--------------------------------------------------------
Bankruptcy Judge Arthur S. Weissbrodt denied the request of
American G.I. Forum for an order granting summary judgment in
favor of the Forum and disallowing the claim of creditor Abel Cota
on the grounds that Cota perpetuated a fraud upon the Court which
precludes the granting of any relief to Cota pursuant to Fed. R.
Civ. P. 60 and 11 U.S.C. Sec. 105.  Judge Weissbrodt said the
Forum did not establish that Cota's claim should be disallowed.

Cota filed a creditor's claim against the Forum in the current
bankruptcy in the amount of $197,500.00 arising from the alleged
failure of the Forum to pay Cota back-pay for the time that Cota
served as the Executive Director of the Forum.  The Forum was
engaged in a prior Chapter 11 bankruptcy proceeding, Case Number
06-51497-MM, where the alleged debt owed to Cota was neither
scheduled nor claimed, and Cota allegedly paid himself for pre-
and post-petition debt during the pendency of that case. Cota
opposes the motion, and the Forum has replied.  Special counsel
Eugene Flemate and attorney Charles Greene represent the Forum.
Attorney J. Joseph Wall, Jr. represents Cota.

A copy of the Court's Sept. 26, 2013 Memorandum Decision is
available at http://is.gd/F7rWcRfrom Leagle.com.

American G.I. Forum Community Services Agency, dba American G.I.
Forum of San Jose, filed a Chapter 11 petition (Bankr. N.D. Cal.
Case No. 11-55157) on May 30, 2011, listing under $1 million in
both assets and debts.  A copy of the petition is available at
http://bankrupt.com/misc/canb11-55157.pdf The Debtor is community
based membership enterprise dedicated to promoting education,
advancing cultural understanding and quality of life for Mexican
Americans.  See http://www.sjgif.org/ It first filed a Chapter 11
petition (Bankr. N.D. Cal. 06-51497) on Aug. 8, 2006.


AMERICAN PATRIOT: Files Schedules of Assets and Liabilities
-----------------------------------------------------------
American Patriot Gold LLC filed with the U.S. Bankruptcy Court for
the Southern District of Texas its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property            $26,000,000.00
  B. Personal Property         23,950,000.00
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                            $10,945,286.00
  E. Creditors Holding
     Unsecured Priority
     Claims                                                 0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        697,500.00
                                 -----------      -----------
        TOTAL                 $49,950,000.00   $11,642,786.00

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

American Patriot Gold, LLC, filed a bankruptcy petition (Bankr.
S.D. Tex. Case No. 13-35334) on Aug. 30, 2013.  The petition was
signed by Rocky V. Emery as manager.  The Debtor disclosed total
assets of $25.9 million and total liabilities of $11.6 million.
Reese W. Baker, Esq., at Baker & Associates, LLP, serves as the
Debtor's counsel.


AMERICAN REALTY: Court Denies Atlantic Parties' Motion in Limine
----------------------------------------------------------------
The U.S. Bankruptcy Court denied the motion in limine filed by
creditors David M. Clapper, Atlantic XIII, LLC and Atlantic
Midwest, LLC (the "Atlantic Parties") as well as their bid to
preclude introduction or reference to document and its contents at
the hearing on the Atlantic Parties' Motion to Dismiss the Chapter
11 case of American Realty Trust, Inc.

According to the Court order, if the Debtor intends to offer into
evidence the document referenced in the Motion in Limine or any
other summary as an exhibit at the hearing on the Atlantic
Parties' Motion to Dismiss, the summary must comply with the
requirements of Fed. R. of Evid. 1006 and the Debtor shall deliver
a copy of the final form of any such summary exhibit together with
all the supporting documents thereto, to the Atlantic Parties.

Counsel for the Debtor can be reached at:

         Gerrit M. Pronske, Esq.
         Jason P. Kathman, Esq.
         PRONSKE & PATEL, P.C.
         2200 Ross Avenue, Suite 5350
         Dallas, TX 75201
         Tel: (214) 658-6500
         Fax: (214) 658-6509
         Email: gpronske@pronskepatel.com
                jkathman@pronskepatel.com

                     About American Realty Trust

Dallas, Texas-based American Realty Trust, Inc., is a subsidiary
of the real estate giant American Realty Investors Inc.  Coping
with a $73 million legal judgment from an apartment purchase that
collapsed more than a decade ago, American Realty Trust, Inc.,
filed for Chapter 11 protection (Bankr. D. Nev. Case No. 12-10883)
in Las Vegas on Jan. 26, 2012.  The case was later dismissed on
Aug. 1, 2012, by Judge Mike K. Nakagawa.

Creditors David M. Clapper, Atlantic XIII, LLC, and Atlantic
Midwest, LLC -- Clapper Parties -- sought the dismissal, citing,
among other things, the Debtor has been stripped off of its assets
prepetition and its ownership structure changed 10 days before the
bankruptcy filing in an admitted effort to avoid disclosures to
the Securities and Exchange Commission.

American Realty Trust then filed for Chapter 11 protection (Bankr.
N.D. Ga. Case No. 12-71453) on Aug. 29, 2012, with Bankruptcy
Judge Barbara Ellis-Monro presiding over the case.  The case was
later transferred from Atlanta to Dallas (Bankr. N.D. Tex. Case
No. 13-30891) effective Feb. 22, 2013, at the behest of the
Clapper Parties.  The Clapper Parties, who won a $72 million
judgment against the Debtor, again has sought to move the case to
Forth Worth and reassign the case to Judge Russell Nelms on
grounds that Judge Nelms has experience with the parties and the
issues raised in the dismissal motion filed by the Atlantic
Parties.

The Debtor has scheduled assets totaling $79,954,551, comprised
of (i) real property valued at $87,884; (ii) equity interests in
affiliated entities of an unknown value; and (iii) litigation
claims valued at $79,866,667.  The Debtor has scheduled
liabilities totaling $85,347,587.95, comprised of: (i) $10,437.73
in unsecured priority tax claims; and (ii) unsecured non-priority
claims of $85,336,886.61 (of which at least $77,164,701.14 are
contested litigation claims against the Debtor).

The Bankruptcy Court authorized the Debtor to employ Gerrit M.
Pronske, Esq., and Pronske & Patel, P.C. as counsel.


AMERICAN REALTY: Hearing on Case Dismissal Bid Continued to Nov. 5
------------------------------------------------------------------
A continued hearing on the motion to dismiss the chapter 11 case
of American Realty Trust, Inc. or to convert the case to one under
chapter 7 of the Bankruptcy Code is set for Nov. 5 and 6, 2013, at
9:00 a.m.

Dallas, Texas-based American Realty Trust, Inc., is a subsidiary
of the real estate giant American Realty Investors Inc.  Coping
with a $73 million legal judgment from an apartment purchase that
collapsed more than a decade ago, American Realty Trust, Inc.,
filed for Chapter 11 protection (Bankr. D. Nev. Case No. 12-10883)
in Las Vegas on Jan. 26, 2012.  The case was later dismissed on
Aug. 1, 2012, by Judge Mike K. Nakagawa.

Creditors David M. Clapper, Atlantic XIII, LLC, and Atlantic
Midwest, LLC -- Clapper Parties -- sought the dismissal, citing,
among other things, the Debtor has been stripped off of its assets
prepetition and its ownership structure changed 10 days before the
bankruptcy filing in an admitted effort to avoid disclosures to
the Securities and Exchange Commission.

American Realty Trust then filed for Chapter 11 protection (Bankr.
N.D. Ga. Case No. 12-71453) on Aug. 29, 2012, with Bankruptcy
Judge Barbara Ellis-Monro presiding over the case.  The case was
later transferred from Atlanta to Dallas (Bankr. N.D. Tex. Case
No. 13-30891) effective Feb. 22, 2013, at the behest of the
Clapper Parties.  The Clapper Parties, who won a $72 million
judgment against the Debtor, again has sought to move the case to
Forth Worth and reassign the case to Judge Russell Nelms on
grounds that Judge Nelms has experience with the parties and the
issues raised in the dismissal motion filed by the Atlantic
Parties.

The Debtor has scheduled assets totaling $79,954,551, comprised
of (i) real property valued at $87,884; (ii) equity interests in
affiliated entities of an unknown value; and (iii) litigation
claims valued at $79,866,667.  The Debtor has scheduled
liabilities totaling $85,347,587.95, comprised of: (i) $10,437.73
in unsecured priority tax claims; and (ii) unsecured non-priority
claims of $85,336,886.61 (of which at least $77,164,701.14 are
contested litigation claims against the Debtor).

The Bankruptcy Court authorized the Debtor to employ Gerrit M.
Pronske, Esq., and Pronske & Patel, P.C. as counsel.


ARI-RC: US Bank Withdraws Motion to Dismiss Chapter 11 Case
-----------------------------------------------------------
U.S. Bank National Association, as Trustee for the registered
holders of ML-CFC Commercial Mortgage Trust 2007-5, Commercial
Mortgage Pass-Through Certificates, Series 2007-5, by and through
CWCapital AssetManagement LLC, solely in its capacity as Special
Servicer, withdraws its (i) Motion to Dismiss the chapter 11 case
of ARI-RC 6, LLC et al., and (ii) Motion for Relief from Automatic
Stay without prejudice.

Attorneys for the Trustee can be reached at:

         Keith C. Owens, Esq.
         Jennifer L Nassiri, Esq.
         Christopher R. Mellott, Esq.
         VENABLE LLP
         2049 Century Park East, Suite 2100
         Los Angeles, CA 90067
         Tel: (310) 229-9900
         Fax: (310) 229-9901
         E-mail: kowens@venable.com
                 jlnassiri@venable.com
                 crmellott@venable.com

ARI-RC 6, LLC, and four related entities -- ARI-RC 14, LLC, ARI-RC
12, LLC, ARI-RC 21, LLC, ARI-RC 23, LLC -- filed voluntary
petitions under Chapter 11 on July 15, 2013.  Kenneth Greene
signed the petitions as president.

ARI-RC 3, LLC, and nine affiliates filed for Chapter 11 protection
on Aug. 1, 2013.  ARI-RC 11 and three more affiliates subsequently
filed their own Chapter 11 cases on Aug. 2, 2013.  The petitions
were signed by R. Frederick Hodder, Jr. and Monroe Sawhill Hodder,
trustees.

The Debtors own tenant in common (TIC) interests in two commercial
buildings commonly known as Rancho Conejo I and II, located at
1525 and 1535 Rancho Conejo Boulevard, in Thousand Oaks,
California.  The Debtors and 16 related TIC Investors, who have
not filed for bankruptcy, are passive investors with varying
percentage ownership interests in the Property.

The Debtors' cases are jointly administered under the lead case of
ARI-RC 6, Case No. 13-14692, in the U.S. Bankruptcy Court for the
Central District of California.  The Debtors estimated assets and
debts at $10 million to $50 million at the time of the filings.
Judge Alan M. Ahart presides over the cases.

Daniel H. Reiss, Esq. -- DHR@LNBYB.COM -- at Levene, Neale,
Bender, Yoo & Brill L.L.P. serves as counsel for the Debtors.


ATP OIL: Can Operate Using Cash Collateral Until Oct. 17
--------------------------------------------------------
Judge Marvin Isgur of the U.S. Bankruptcy Court for the Southern
District of Texas, Houston Division, signed a fifth interim order
giving ATP Oil & Gas Corporation authority to use cash collateral
securing its prepetition indebtedness until Oct. 17, 2013.

Approval of the motion on a final basis will be considered on the
same date that the Court considers final approval of the sale
pursuant to the asset purchase agreement executed between the
Debtor and Credit Suisse AG, as administrative and collateral
agent under the DIP Credit Agreement.

NGP Capital Resources Company objected to the Debtor's interim use
of the Cash Collateral, complaining that the budget attached to
the Debtor's Cash Collateral Motion violates the Court's order
regarding the treatment of postpetition production proceeds and
purports to convert NGP's proportionate share of September 2013 --
and possibly October 2013 -- production needs.

Rhett G. Campbell, Esq. -- Rhett.Campbell@tklaw.com -- Tye C.
Hancock, Esq. -- Tye.Hancock@tklaw.com -- and Mitchell E. Ayer,
Esq. -- Mitchell.Ayer@tklaw.com -- at Thompson & Knight LLP, in
Houston, Texas, represent NGP.

A full-text copy of the Fifth Interim Cash Collateral Order is
available for free at http://bankrupt.com/misc/ATPcashcol0919.pdf

                          About ATP Oil

Houston, Texas-based ATP Oil & Gas Corporation is an international
offshore oil and gas development and production company focused
in the Gulf of Mexico, Mediterranean Sea and North Sea.

ATP Oil & Gas filed a Chapter 11 petition (Bankr. S.D. Tex. Case
No. 12-36187) on Aug. 17, 2012.  Attorneys at Mayer Brown LLP,
serve as bankruptcy counsel.  Munsch Hardt Kopf & Harr, P.C., is
the conflicts counsel.  Motley Rice LLC and Fayard & Honeycutt,
APC serve as special counsel.  Opportune LLP is the financial
advisor and Jefferies & Company is the investment banker.
Kurtzman Carson Consultants LLC is the claims and notice agent.

ATP disclosed assets of $3.6 billion and $3.5 billion of
liabilities as of March 31, 2012.  Debt includes $365 million on a
first-lien loan where Credit Suisse AG serves as agent.  There is
$1.5 billion on second-lien notes with Bank of New York Mellon
Trust Co. as agent.  ATP's other debt includes $35 million on
convertible notes and $23.4 million owing to third parties for
their shares of production revenue.  Trade suppliers have claims
for $147 million, ATP said in a court filing.

An official committee of unsecured creditors has been appointed in
the case.  Evan R. Fleck, Esq., at Milbank, Tweed, Hadley &
McCloy, in New York, represents the Creditors Committee as
counsel.

A seven-member panel of equity security holders has also been
appointed in the case.  Kyung S. Lee, Esq., and Charles M. Rubio,
Esq. of Diamond McCarthy LLP, in Houston, Texas, serve as counsel
to the Equity Committee.

ATP is seeking court approval to sell substantially all of its
Deepwater Assets and Shelf Property Assets.


ATP OIL: Lease Decision Deadline Extended to Oct. 31
----------------------------------------------------
Judge Marvin Isgur of the U.S. Bankruptcy Court for the Southern
District of Texas, Houston Division, extended until Oct. 31, 2013,
the time within which ATP Oil & Gas Corporation must assume or
reject certain unexpired leases of non-residential real property.

Statoil USA E&P, Inc., notified the Court that it has no objection
to the Debtor's lease decision extension motion.  However, Statoil
complained that the statements of the Debtor that the United
States is its contractual counterparty with respect to Blocks 941
and 942 of the Mississippi Canyon and that its consent is all that
is required by Section 365(d)(4)(B)(ii) of the Bankruptcy Code,
are simply wrong as a matter of law.

Michael D. Rubenstein, Esq. -- mdrubenstein@liskow.com -- at
Liskow & Lewis, in Houston, Texas; and Joseph P. Hebert, Esq. --
jphebert@liskow.com -- at Liskow & Lewis, in Lafayette, Louisiana,
represent Statoil.

                          About ATP Oil

Houston, Texas-based ATP Oil & Gas Corporation is an international
offshore oil and gas development and production company focused
in the Gulf of Mexico, Mediterranean Sea and North Sea.

ATP Oil & Gas filed a Chapter 11 petition (Bankr. S.D. Tex. Case
No. 12-36187) on Aug. 17, 2012.  Attorneys at Mayer Brown LLP,
serve as bankruptcy counsel.  Munsch Hardt Kopf & Harr, P.C., is
the conflicts counsel.  Motley Rice LLC and Fayard & Honeycutt,
APC serve as special counsel.  Opportune LLP is the financial
advisor and Jefferies & Company is the investment banker.
Kurtzman Carson Consultants LLC is the claims and notice agent.

ATP disclosed assets of $3.6 billion and $3.5 billion of
liabilities as of March 31, 2012.  Debt includes $365 million on a
first-lien loan where Credit Suisse AG serves as agent.  There is
$1.5 billion on second-lien notes with Bank of New York Mellon
Trust Co. as agent.  ATP's other debt includes $35 million on
convertible notes and $23.4 million owing to third parties for
their shares of production revenue.  Trade suppliers have claims
for $147 million, ATP said in a court filing.

An official committee of unsecured creditors has been appointed in
the case.  Evan R. Fleck, Esq., at Milbank, Tweed, Hadley &
McCloy, in New York, represents the Creditors Committee as
counsel.

A seven-member panel of equity security holders has also been
appointed in the case.  Kyung S. Lee, Esq., and Charles M. Rubio,
Esq. of Diamond McCarthy LLP, in Houston, Texas, serve as counsel
to the Equity Committee.

ATP is seeking court approval to sell substantially all of its
Deepwater Assets and Shelf Property Assets.


BALDWIN PARK: Fitch Hikes Tax Allocation Bonds Ratings From 'BB'
----------------------------------------------------------------
Fitch Ratings has upgraded the following Baldwin Park Public
Financing Authority, CA's sales tax and tax allocation bonds
(TABS):

  -- $4.1 million TABS series 2003 to 'BBB' from `BB'.

The Rating Outlook is revised to Stable from Negative.

Security

The series 2003 bonds are limited obligations of the authority,
payable from a first lien on sales tax and incremental property
tax revenues derived from the Puente Merced project area and
surplus tax increment revenues of the San Gabriel River, Delta and
Sierra Vista project areas after repayment of debt secured by
revenue from those project areas. The latter three project areas
were merged with the Puente Merced project area in April 2000 by
ordinance of the city of Baldwin Park (the city).

The bonds are additionally secured by a cash-funded debt service
reserve fund (DSRF) equal to maximum annual debt service (MADS).

Key Rating Drivers

Improved Revenue Process; DSRF Replenishment: Following
significant revenue distribution shortfalls in fiscal 2012, the
successor agency (SA) received revenues sufficient and timely for
all debt service payments in fiscal 2013. Additionally, revenues
received in 2013 enabled the SA to fully replenish prior year DSRF
draws related to two other bond series.

Restored Adequate Debt Service Coverage: Coverage of series 2003
annual debt service from pledged Puente Merced tax project area
increment and sales taxes and surplus revenues from the merged
project areas fell to 1.20x in fiscal 2012 from over 3.0x in 2010
and 2011. While indenture calculated coverage for fiscal 2012 was
strong at nearly 3.0x from all pledged sources, actual revenues
received by the SA were insufficient to cover all debt service due
to dissolution-related timing changes and county payment delays,
all of which have been remedied in 2013. The SA calculates
coverage of series 2003 debt from all pledged revenues at over
3.5x for fiscal 2013. With stabilizing assessed value (AV) and
improved revenue processes, Fitch expects coverage from all
pledged sources to remain adequate at above 2.0x.

Increased Reliance On Declining Sales Tax Revenues: Credit quality
is pressured by the increased dependence upon volatile sales taxes
to pay series 2003 debt service as a result of the lower tax-
increment distributions.

Stabilizing Taxable Values: Taxable values (TV) within the merged
project area (Puente Merced, San Gabriel River, Delta and Sierra
Vista) reversed recent declines with small 2% gains in fiscal 2012
and 2013. Appeals remain high, although Fitch expects TV losses
will be moderate based on average historical rates of success.

Taxpayer Concentration Risk: Moderately high concentration exists
within the merged project area, with the top 10 taxpayers
representing 26% of incremental value (IV). Top taxpayers include
Wal-Mart, Home Depot, and several multi-tenant offices and retail
buildings.

Incremental Revenue Stablity: The merged project area is mature
with a high IV ($642 million) relative to the base year ($88
million). As a result, tax increment revenues respond less
dramatically to changes in total AV.

Improving Ab1x26 Implementation: The city has been recognized as
the SA to the redevelopment agency. The rating incorporates the
expectation that the SA will continue its satisfactory
implementation of AB1X26 procedures. Several recognized obligation
payments schedules (ROPS) have been approved by the oversight
board, county and state, and following revenue shortfalls in 2012,
the SA has received timely and sufficient funds to cover TAB debt
service in 2013.

Housing Revenue Availability: The SA retains access to housing
set-aside revenues no longer restricted for this purpose following
dissolution. Fitch's methodology conservatively excludes such
revenues from debt service coverage calculations as they are not
pledged to debt service on non-housing TABs. However, they appear
to be available to the SA should they require them for such
purposes.

Below-Average Socioeconomic Profile: Baldwin Park is a lower
income community, exhibiting a high incidence of individual
poverty, and high levels of unemployment.

Rating Sensitivities

Coverage Changes: Significant shifts in AVs resulting in
meaningful debt service coverage changes could prompt a rating
action.

Credit Profile

Baldwin Park is located in western Los Angeles County,
approximately 20 miles east of downtown Los Angeles. The city
encompasses 6.7 square miles in area and is near fully built-out.
The city had previously experienced strong growth due to infill
development, but the city's population trends were static between
2000 and 2010. The city is served by I-10 (the San Bernardino
Freeway), I-605 (the San Gabriel River Freeway), and I-210 (the
Foothill Freeway) making the greater Los Angeles metro area easily
accessible for local residents.

DSRF Drawdown; Improved Revenues and Reserves Replenished
The Baldwin Park, the designated SA to the RDA, withdrew
approximately $990,000 from the San Gabriel and Central Business
District project areas DSRF to cover debt service coming due on
Aug. 1, 2012 for two of its four outstanding TABS because of
dissolution-related revenue timing and county payment delays. The
Central Business district is not part of the merged project area.
The San Gabriel bonds are secured by merged area tax increment
senior to the series 2003 TABS.

The Fitch-rated series 2003 TABs include as security sales tax
revenue generated in the Puente Merced project area. Although
sales tax receipts are generally insufficient to cover all debt
service, the payment due on Aug.8, 2012 was paid from a
combination of pledged sales and increment taxes already received
without resort to DSRF monies.

Prior to dissolution, the RDA routinely borrowed internally from
either RDA reserves or the city to cover timing mismatches between
tax revenue receipts and debt service payments. The internal loans
were repaid from subsequent tax increment revenues. This practice
was not uncommon among RDAs and the need for cash flow loans was
one of the concerns cited by Fitch and others when the dissolution
legislation was passed. Lack of available RDA cash reserves and
lower than expected tax distributions significantly increased the
SA's borrowing needs in 2012.

The upgrade to an investment rating reflects Fitch's belief that
the SA and related entities have improved the process and no
further revenue timing problems are expected. The SA has received
a Finding of Completion letter from the state, acknowledging the
successful completion of several due diligence reviews.

Improved Tax Payments and Coverage
Fiscal 2013 revenue receipts are projected to improve dramatically
following revenue shortfalls in fiscal 2012 which resulted in
reserve fund draws. The SA projects Puente Merced increment
revenues of $446,739 and sales taxes of $390,981 adequately cover
the series 2003 debt service of $531,798 at 1.58x. Adding the
merged project area subordinate surplus revenues of approximately
$1.1 million, coverage is a high 3.68x. All-in coverage has
historically been good, although vulnerable, and the fiscal 2012
revenue shortfall and debt service stress caused by the
dissolution processes' unintended revenue timing delays. Fitch
believes dissolution-related delays have been remedied.

Pledged Sales Tax Provides Additional But Volatile Security
Sales tax collections are derived from the Puente Merced project
area - a small concentrated commercial district. Collections have
proven volatile, declining from a high of $890,251 in 2007 to
$489,640 in 2011 and to a projected $390,981 in 2013. The SA
indicates that the decline in 2012 and 2013 is due to the
dissolution legislation. The SA believes modest additional sales
tax revenues would be available if needed.

Project Area Profile

The Puente Merced project area consists of 16 acres adjacent to
the San Bernardino I-10 Freeway. Development includes the Baldwin
Park Towne Shopping Center with Home Depot as its main anchor, and
a Marriott Courtyard Hotel. Fiscal 2013 project area AV totalled
$44.6 million, up a significant 13% from the prior year due to a
large property sale at over $6 million higher than its previous
AV. Additional appeals are pending but are not expected to
significantly impact debt service coverage. The tax base is highly
concentrated with the top 10 taxpayers accounting for 98% of AV
and nearly all of pledged sales tax revenue.

Five of the city's six project areas were merged in 2000 including
the Puente Merced project area. The merged project area totals 788
non-contiguous acres in the city's downtown area, largely
comprising commercial and industrial properties with a small
residential component.

The merged project area IV for fiscal 2014 totals $641.7 million
or 7.2x the base year AV of $88 million. The ratio of incremental
AV over the base year AV reduces volatility in incremental tax
revenue to changes in the AV of the project area. The merged
project area AV has experienced modest annual growth of 2.0% in
fiscals 2013 and 2014, preceded by two years of similar declines.
The merged project area tax base is somewhat concentrated although
much more diverse than Puente Merced valuations as the top 10
taxpayers account for 23% of AV and 26% of IV. Wal-Mart and Home
Depot are the two largest taxpayers at 4.3% and 2.7% of AV,
respectively. Merged project area net tax increment after senior
pass-throughs and debt service are projected to generate
approximately $600,000 of surplus available for series 2003 debt
service. This surplus combined with the Puente Merced net tax
increment and sales tax revenues is projected to provide solid
all-in coverage of over 2.0x and is the basis for the investment
grade rating.

Pending appeals within the merged project area increased
significantly in both number and value in fiscal 2011,
particularly in the San Gabriel River and Sierra Vista project
areas. The AV of pending appeals almost tripled from $54 million
(8.6% of IV) in fiscal 2010 to $168 million in fiscal 2013 (23% of
AV) while the average success rate jumped from 14% to 21%. The
heightened level of appeals signals further reductions in AV,
although based on average success rates the tax base would lose
about $35 million, which is a more manageable 4% of IV. Under a
Fitch stress scenario a 47% decline in total pledged revenue would
be required to reduce series 2003 debt service coverage to 1.0x on
MADS.

Below-Average Socioeconomic Profile

Fitch considers the city's economic and demographic profile weak.
A very young population contributes to per capita income levels
that equal 52%-56% of the state and U.S. average. Median household
income approaches the national average but is only 84% of the
state. The city's individual poverty rate is also high. The
educational achievement of the local labor force is well below the
state and nation, contributing to high levels of unemployment.
Unemployment remains high at 13.5% in July 2013 compared to 9.3%
in California and 7.4% nationally, although lower than the prior
year's July unemployment rate of 14.8%.


BELLE FOODS: Wants Budget to Include Payment of D&O Policy Premium
------------------------------------------------------------------
Belle Foods, LLC, asks the U.S. Bankruptcy Court for the Northern
District of Alabama to enter an order (i) approving the
modification of the Budget governing Debtor's use of the proceeds
of the DIP Facility in order to provide for, among other things,
Debtor's payment when due of a directors and officers liability
insurance policy premium, with such modification being nunc pro
tunc to the date of payment, and (ii) authorizing payment of
$70,000 from proceeds of the policy to the Lenders in repayment
for the cash collateral used to pay the premium.

According to the Debtor, the premium to extend coverage under the
Debtor's directors and officers' liability insurance policy until
Nov. 1, 2013, and to provide tail coverage for a one-year period
after such expiration date, is approximately $79,000.

The Budget does not provide for Debtor's payment of the D&O Policy
Extension Premium.  On or about Sept. 11, 2013, Debtor, the
Official Committee of Unsecured Creditors, and the Lenders reached
an agreement on terms under which the Budget would be modified to
allow the payment of the D&O Policy Extension Premium.  Debtor
expects to pay the D&O Policy Extension Premium on or about
Sept. 19, 2013.  Debtor files this Motion to seek modification of
the Budget nunc pro tunc to the D&O Policy Extension Payment
Date to provide for, among other things, such payment.

By this Motion, the Debtor further requests that the Court hold
that the Lenders will be repaid $70,000 of the Cash Collateral
used to pay the D&O Policy Extension Premium out of the proceeds
recovered by any party in interest, including but not limited to
Debtor or the Committee, under the D&O Policy for claims that are
not included in or are not a part of the Lenders' security
interests granted under either the Final DIP Order or Debtor's
prepetition agreements with or obligations to any of the Lenders,
to be paid to the Lenders after reasonable costs or fees (such
costs and fees subject to review by the Lenders) incurred to
obtain the recovery are paid.  For the avoidance of doubt, the
$70,000 repayment to the Lenders will have first priority (except
for reasonable costs or fees) over payment of the proceeds to any
other party in interest.

The Lenders and the Committee consent to the relief requested by
the Motion.

As reported in the TCR on Aug. 23, 2013, the Bankruptcy Court
entered on Aug. 12, 2013, a final order authorizing Belle Foods,
LLC, to obtain a secured, superpriority postpetition debtor-in-
possession financing facility of up to $34.8 million, consisting
of (i) $33.3 million refinancing of prepetition debt, and
(ii) $1.5 million of new money financing, from Southern Family
Markets, LLC, as Agent for a lender group that includes the Agent,
C&S Wholesale Grocers, Inc., and certain of their subsidiaries and
Affiliates.

                        About Belle Foods

Belle Foods, LLC, bought 57 stores from Southern Family Markets
LLC in 2012, and put the business into Chapter 11 reorganization
(Bankr. N.D. Ala. Case No. 13-81963) on July 1, 2013, in Decatur,
Alabama.

The chain is owned by a father and son who purchased the operation
with a $4 million secured term loan and $24 million revolving
credit from the seller.  The stores are in Florida, Georgia,
Alabama and Mississippi.

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

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

Attorneys at Haskell Slaughter Young & Rediker, LLC, in
Birmingham, Alabama, and Otterbourg Steindler Houston & Rosen,
P.C., in New York, serve as co-counsel to the Official Committee
of Unsecured Creditors.


BELLE FOODS: Court Approves Sale of 43 Stores to AWG
----------------------------------------------------
On Sept. 27, 2013, the U.S. Bankruptcy Court for the Northern
District of Alabama entered an order approving the Asset Purchase
Agreement by and between Belle Foods, LLC, and buyer Associated
Wholesale Grocers, Inc., relating to certain stores, and
authorizing the Debtor to assume and assign certain contracts.

According to papers filed with the Court on Sept. 27, 2013, the
buyer submitted the highest or otherwise best offer received for
the Assets at the Auction on Sept. 24, 2013.

Belle Foods is selling 43 of its locations to Associated Wholesale
for $16,128,250.  A listing of the 43 stores can be found at:

         http://bankrupt.com/misc/bellefoods.doc605-5.pdf

            Objection of Riverchase Lorna to Sale Motion

Landlord Riverchase Lorna, LP, on Sept. 26, 2013, the day before
the entry by the Court of the Order approving the APA, filed this
supplemental objection:

   1. 4Wall cannot take assignment of the lease without
significant material modifications.

   2. The transfer of designation rights is not contemplated by
Section 363 or 365 of the Bankruptcy Code.

   3. The Debtor cannot transfer or delegate its statutory
obligations as debtor-in possession outside the provisions of the
Bankruptcy Code.

   4. The Debtor cannot unilaterally replace itself with the buyer
or the ultimate purchaser as the operator of the stores during the
designation period.

Riverchase explains:

    * The APA expressly states that Buyer is not the actual
purchaser of the Sale Assets, but rather a "facilitator" of the
sales of the Stores to one or more "Ultimate Purchasers".  "In
spite of the fact that the Ultimate Purchasers are to be the
actual purchasers of the Debtor's assets and -- significantly to
Riverchase and other landlords -- potential assignees of the
Debtor's leases, and despite the fact that the Ultimate Purchasers
have certain affirmative duties under the APA, no "Ultimate
Purchaser" is actually a party or signatory to the APA, and no
financial or other information about the Ultimate Purchasers is
provided.

   * Throughout the discussions prior to, and at the Auction, by
and among Riverchase representatives, representatives and counsel
for the Debtor, Buyer and 4 Wall, LLC, an entity formed or to-be-
formed by Bill White (the President and CEO of the Debtor) and the
Purported "Ultimate Purchaser" and assignee of Riverchase's Lease
under the APA regarding the potential assignment of its Lease,
4 Wall confirmed that it could not assume the Lease on its current
terms and stated that it required the concessions and
modifications set forth in a Sept. 11, 2013 proposal to
Riverchase.

   * The provisions of the APA contradict key provisions of the
Bankruptcy Code enacted to protect the rights of landlords and
impermissibly seek to shift responsibility for the payment of rent
and other charges under the Lease to the Buyer and/or the Ultimate
Purchaser during the Designation Period, with absolutely no
assessment of such parties' wherewithal to make such payments,
much less any form of "adequate assurance."  These provisions are
in clear contravention of Riverchase's rights under Sections 365
and 503 of the Code.

                        About Belle Foods

Belle Foods, LLC, bought 57 stores from Southern Family Markets
LLC in 2012, and put the business into Chapter 11 reorganization
(Bankr. N.D. Ala. Case No. 13-81963) on July 1, 2013, in Decatur,
Alabama.

The chain is owned by a father and son who purchased the operation
with a $4 million secured term loan and $24 million revolving
credit from the seller.  The stores are in Florida, Georgia,
Alabama and Mississippi.

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

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

Attorneys at Haskell Slaughter Young & Rediker, LLC, in
Birmingham, Alabama, and Otterbourg Steindler Houston & Rosen,
P.C., in New York, serve as co-counsel to the Official Committee
of Unsecured Creditors.


BERGENFIELD SENIOR HOUSING: Taps Hanson as Real Estate Broker
-------------------------------------------------------------
Bergenfield Senior Housing, LLC, asks the U.S. Bankruptcy Court
for permission to employ NAI James E. Hanson as real estate
broker.  Mr. Hanson will have exclusive authority to market the
property for sale on an "exclusive right to sell" basis up to and
including Dec. 31, 2013.

The proposed arrangement for compensation is:

   a) One and one-half percent (1.5%) of the purchase price of the
      property shall be paid to the Broker; plus

   b) The 1.5% shall be the Broker's sole commission and shall be
      inclusive of any expenses incurred by Broker; plus

   c) In accordance with its Affidavit of Disinterestedness filed
      with the Bankruptcy Court, if a cooperating broker is
      involved in procuring a purchaser, the commission payment
      shall be divided on a mutually acceptable basis between
      Hanson and the co-broker; and

   d) The Debtor requests that Hanson's commission (and, if
      applicable, that portion of Hanson's commission payable to a
      co-broker as noted above) be payable upon closing of a sale
      approved by the Court, without the need for filing a
      separate fee application.

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

Counsel for the Debtor can be reached at:

         Barry D. Kleban, Esq.
         Aaron S. Applebaum, Esq.
         McELROY, DEUTSCH, MULVANEY, & CARPENTER, LLP
         Three Gateway Center
         100 Mulberry Street
         Newark, NJ 07102
         Tel: (302) 300-4515
         Fax: (302) 654-4031
         E-Mail: bkleban@mdmc-law.com
                 aapplebaum@mdmc-law.com

                About Bergenfield Senior Housing

Bergenfield Senior Housing, LLC, filed a Chapter 11 bankruptcy
petition (Bankr. D.N.J. Case No. 13-19703) in Newark, New Jersey,
on May 2, 2013.  Nicholas Rotonda signed the petition as
member/manager.  Judge Morris Stern presides over the case.
Aaron Solomon Applebaum, Esq., and Barry D. Kleban, Esq., at
McElroy, Deutsch, Mulvaney & Carpenter, LLP, represent the Debtor
as counsel.

In its schedules, the Debtor disclosed $14,061,100 in assets and
$19,957,026 in liabilities as of the Petition Date.

The Bergenfield, New Jersey-based debtor is a single asset real
estate under 11 U.S.C. Sec. 101(51B) and said total assets and
debts exceed $10 million.  The Debtor operates and wholly owns a
90-unit residential apartment building located at 47 Legion Drive,
Bergenfield, New Jersey.

The Debtor's primary secured creditor is Boiling Springs Savings
Bank.  The Debtor is indebted to Boiling Springs on account of two
promissory notes, both of which are secured by mortgages on the
Property.  Boiling Springs' first-position mortgage secures
indebtedness in the total amount of $12.02 million and the second-
position mortgage secures indebtedness of $575,000.


BIOEXX SPECIALTY: Ontario Court Grants CCAA Protection
------------------------------------------------------
BioExx Specialty Proteins Ltd. on Oct. 1 disclosed that, after
consideration of the available alternatives, its board of
directors has determined that it is in the best interest of
stakeholders of BioExx and its wholly-owned subsidiary, BioExx
Proteins of Saskatoon Inc., for the Company to commence
proceedings under the Companies' Creditors Arrangement Act.

Accordingly, the Company on Oct. 1 applied for and obtained an
order  from the Ontario Superior Court of Justice (Commercial
Division) under the CCAA.  The Court has granted CCAA protection
for an initial period expiring on October 31, 2013.  While under
CCAA protection, creditors and others are stayed from enforcing
any rights against the Company.

Pursuant to the Initial Order, BDO Canada LLP has been appointed
as monitor in the CCAA proceedings.

Trading of the Company's common stock on the Toronto Stock
Exchange has been halted, and the Company anticipates that the
trading halt will remain in effect pending delisting of the common
stock.

Headquartered in Toronto, Canada, BioExx ? http://www.bioexx.com-
- is focused on the separation of oil and high-value proteins from
oilseeds for global food, beverage, nutrition, and other markets.


CAESARS ENTERTAINMENT: Priced Offerings of Senior Notes
-------------------------------------------------------
Caesars Entertainment Corporation's wholly-owned subsidiaries,
Paris Las Vegas Holding, LLC, Harrah's Las Vegas, LLC, Flamingo
Las Vegas Holding, LLC, Rio Properties, LLC, Harrah's Laughlin,
LLC, Harrah's Atlantic City Holding, Inc., Caesars Entertainment
Resort Properties, LLC, and Caesars Entertainment Resort
Properties Finance, Inc., priced an offering of $1,000 million
aggregate principal amount of their 8 percent first-priority
senior secured notes due 2020 at an issue price of 100 percent,
plus accrued interest, if any, from Oct. 11, 2013, and $1,150
million aggregate principal amount of their 11 percent second-
priority senior secured notes due 2021 at an issue price of 100
percent, plus accrued interest, if any, from Oct. 11, 2013.  The
offering is expected to close on or about Oct. 11, 2013.  The
closing of the offering is subject to a number of conditions.

Additionally, on Sept. 27, 2013, the CERP Entities received
indicative pricing for $2,769.5 million of new senior secured
credit facilities, consisting of a $2,500 million term loan
facility with a 7-year maturity and a $269.5 million revolving
credit facility with a 5-year maturity.  The loans under the
Senior Facilities are expected to bear an interest rate of LIBOR
plus 6.00 percent, with a LIBOR floor of 1.00 percent.  The loans
under the Term Facility are expected to be issued at 98.0 percent
of par value.  The syndication of the Senior Facilities is subject
to documentation and other conditions.

The Company and the CERP Entities intend to use the net proceeds
from the Notes and the Term Loans, together with cash on hand, to
consummate the previously announced repurchase of mortgage and
mezzanine loans issued by certain subsidiaries of the Company and
the refinancing of the senior secured credit facility entered into
by Octavius Linq Holding Co., LLC, an indirect subsidiary of the
Company.

                    About Caesars Entertainment

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

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

The Company incurred a net loss of $1.49 billion on $8.58 billion
of net revenues for the year ended Dec. 31, 2012, as compared with
a net loss of $666.70 million on $8.57 billion of net revenues
during the prior year.  As of June 30, 2013, the Company had
$26.84 billion in total assets, $27.58 billion in total
liabilities and a $738.1 million total deficit.

                           *     *     *

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

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

In the May 7, 2013, edition of the TCR, Standard & Poor's Ratings
Services said that it lowered its corporate credit ratings on Las
Vegas-based Caesars Entertainment Corp. (CEC) and wholly owned
subsidiary Caesars Entertainment Operating Co. (CEOC) to 'CCC+'
from 'B-'.

"The downgrade reflects weaker-than-expected operating performance
in the first quarter, and our view that Caesars' capital structure
may be unsustainable over the next two years based on our EBITDA
forecast for the company," said Standard & Poor's credit analyst
Melissa Long.


CAMARILLO PLAZA: Edward Carroll to Litigate WCBA Matters
--------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
authorized Camarillo Plaza, LLC to employ Edward Carroll to
litigate the issues before the Workmen Compensation Board of
Appeals.

As reported in the Troubled Company Reporter on August 8, 2013,
the hourly rate of Mr. Carroll is $175 and he requires a $3,500
retainer.

The Debtor had disclosed that a claim was filed by the Office of
the Director Legal Unit for the WCBA.  This is a result of the
WCBA finding that there is a liability for the injury to Ramiro
Martinez.  What remains to be determined is the amount of
temporary disability, permanent disability, medical expenses,
litigation expense, deposition expense and other liens.

                       About Camarillo Plaza

Shopping center operator Camarillo Plaza LLC, based in Los
Angeles, California, filed for Chapter 11 bankruptcy (Bankr. C.D.
Calif. Case No. 11-59637) on Dec. 5, 2011.  Judge Sheri Bluebond
was assigned to the case.  At the Debtor's behest the next day,
the case was transferred to the Northern Division (Bankr. C.D.
Calif. Case No. 11-bk-15562).  The case in the Los Angeles
Division was closed, and Judge Robin Riblet took over from Judge
Bluebond.

The Debtor scheduled assets of $21.6 million and liabilities of
$12.3 million as of the Chapter 11 filing.  Janet A. Lawson, Esq.,
in Ventura County, California, serves as the Debtor's counsel.
The petition was signed by Aaron Arnold Klein, managing partner.

Alan M. Feld, Esq., at Sheppard, Mullin, Richter & Hampton LLP
represents Wells Fargo Bank, N.A.


CATHAY GENERAL: Stock Redemption No Impact on Fitch 'B' IDR
-----------------------------------------------------------
Cathay General Bancorp's (CATY) long-term Issuer Default Rating
(IDR) of 'BB+' and short-term IDR of 'B' are unaffected by the
company's redemption of $129 million of its remaining preferred
stock issued under the TARP Capital Purchase Program, according to
Fitch Ratings.

Fitch had anticipated CATY's repayment of TARP in 2013, and had
incorporated this event in the upgrade of the company's ratings in
the first quarter of 2013 ([1Q'13] see press release 'Fitch
Upgrades Cathay General Bancorp's L-T IDR to 'BB+' Following Mid-
Tier Regional Peer Review' Feb. 14, 2013). CATY's ratings were
upgraded following a continuation in improving asset quality,
capital trends and a good earnings profile, as measured by return
on assets (ROA).

The company continues to maintain a strong capital profile, with a
TCE ratio in excess of 11.5% at 2Q'13. Fitch anticipates some
impact to regulatory capital ratios following repayment of TARP;
however, such an impact was expected with the aforementioned
redemption, is commensurate with the rating level, and was
incorporated in the rating action earlier this year.

Fitch considers upward movement of the company's ratings to be
limited absent significant improvement in the company's funding
profile. Conversely, ratings could experience pressure if capital
management is aggressive subsequent to TARP repayment, or if
earnings and asset quality experience a reversal in trends.


CELL THERAPEUTICS: Had $3.4MM Net Financial Standing at Aug. 31
---------------------------------------------------------------
Cell Therapeutics, Inc., had an estimated net financial standing
of US$3.37 million as of Aug. 31, 2013.  The total estimated net
financial standing of CTI Consolidated Group as of Aug. 31, 2013,
was $5.2 million.

CTI Parent Company trade payables outstanding for greater than 30
days were approximately $7.7 million as of Aug. 31, 2013.  CTI
Consolidated Group trade payables outstanding for greater than 30
days were approximately $10.3 million as of Aug. 31, 2013.

During August 2013, there were solicitations for payment only
within the ordinary course of business and there were no
injunctions or suspensions of supply relationships that affected
the course of normal business.

As of Aug. 31, 2013, there were no amounts due of a financial or
tax nature, or amounts due to social security institutions or to
employees.

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

                       http://is.gd/8RKTKC

                      About Cell Therapeutics

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

As of June 30, 2013, the Company had $49.23 million in total
assets, $36.12 million in total liabilities $13.46 million in
common stock purchase warrants and a $357,000 total shareholders'
deficit.

                           Going Concern

The Company's independent registered public accounting firm
included an explanatory paragraph in its reports on the Company's
consolidated financial statements for each of the years ended
Dec. 31, 2007, through Dec. 31, 2011, regarding their substantial
doubt as to the Company's ability to continue as a going concern.
Although the Company's independent registered public accounting
firm removed this going concern explanatory paragraph in its
report on the Company's Dec. 31, 2012, consolidated financial
statements, the Company expects to continue to need to raise
additional financing to fund its operations and satisfy
obligations as they become due.

"The inclusion of a going concern explanatory paragraph in future
years may negatively impact the trading price of our common stock
and make it more difficult, time consuming or expensive to obtain
necessary financing, and we cannot guarantee that we will not
receive such an explanatory paragraph in the future," the Company
said in the regulatory filing.

The Company added that it may not be able to maintain its listings
on The NASDAQ Capital Market and the Mercato Telematico Azionario
stock market in Italy, or the MTA, or trading on these exchanges
may otherwise be halted or suspended, which may make it more
difficult for investors to sell shares of the Company's common
stock.

                         Bankruptcy Warning

"We have acquired or licensed intellectual property from third
parties, including patent applications relating to intellectual
property for PIXUVRI, pacritinib, tosedostat, and brostallicin.
We have also licensed the intellectual property for our drug
delivery technology relating to Opaxio which uses polymers that
are linked to drugs, known as polymer-drug conjugates.  Some of
our product development programs depend on our ability to maintain
rights under these licenses.  Each licensor has the power to
terminate its agreement with us if we fail to meet our obligations
under these licenses.  We may not be able to meet our obligations
under these licenses.  If we default under any license agreement,
we may lose our right to market and sell any products based on the
licensed technology and may be forced to cease operations,
liquidate our assets and possibly seek bankruptcy protection.
Bankruptcy may result in the termination of agreements pursuant to
which we license certain intellectual property rights, including
the rights to PIXUVRI, Opaxio, tosedostat, and brostallicin," the
Company said in its quarterly report for the period ended June 30,
2013.


CITYCENTER HOLDINGS: S&P Raises CCR to 'B' on Planned Refinancing
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Las Vegas-based gaming operator CityCenter Holdings LLC
to 'B' from 'B-'.  The rating outlook is positive.

At the same time, S&P assigned the company's proposed
$1.775 senior secured credit facilities (consisting of a new
$1.7 billion term loan B due 2020 and a $75 million revolving
credit facility due 2018) its 'B+' issue-level rating (one notch
higher than the corporate credit rating), with a recovery rating
of '2', indicating S&P's expectation for substantial (70% to 90%)
recovery for lenders in the event of a payment default.  The
ratings remain subject to S&P's receipt and review of final
documentation.

CityCenter plans to use the proceeds from the proposed debt
issuance along with about $348 million of cash on its balance
sheet to refinance its existing first- and second-lien notes, and
to pay accrued interest, transaction fees, and expenses.  S&P
expects to withdraw its issue-level ratings on the company's
senior secured notes once the notes are repaid.

In addition, CityCenter has reached agreement with its owners --
MGM and Dubai World -- to convert the owners' combined $1.2
billion in member notes maturing January 2018 into common equity.
The conversion of the member notes into common equity is a
condition precedent for the closing of the new credit facilities.

The rating upgrade reflects the company's planned refinancing
transaction, which S&P expects will reduce the company's interest
burden given high coupon rates on the company's existing senior
secured notes, improving interest coverage and cash flow
generation.  Additionally, the conversion of $1.2 billion of
member notes to equity, which S&P includes in its calculation of
leverage, will meaningfully reduce its measure of leverage.
Following the transaction, S&P's measure of adjusted leverage will
improve to the mid-6x area from above 11x, and interest coverage
will improve to close to 3x as of June 2013.  Based on S&P's
operating expectations, it believes CityCenter's leverage
will fall below 6x by the end of 2014, and interest coverage will
improve to above 3x.


CNH INDUSTRIAL: S&P Assigns 'BB+' Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services said that it has assigned its
'BB+' long-term and 'B' short-term corporate credit ratings to CNH
Industrial N.V. (CNHI), the successor entity resulting from the
merger of Fiat Industrial SpA and CNH Global N.V.  The outlook is
stable.  At the same time, S&P withdrew its 'BB+' corporate credit
rating on CNH Global.  S&P also affirmed its 'BB+' issue-level
ratings on the senior unsecured obligations that CNHI has assumed
or guarantees.  These include the EUR2 billion senior unsecured
revolver that CNHI assumed from Fiat Industrial, as well as the
senior unsecured notes issued by Fiat Industrial Finance Europe
S.A., CNH America LLC and Case New Holland Inc. that CHNI
guarantees.  The recovery ratings on these issues remain unchanged
at '4'.  S&P also affirmed its corporate credit rating and issue-
level ratings on captive finance subsidiary CNH Capital LLC.  The
outlook is stable.

"The rating on CNHI reflects our view of the company's
'satisfactory' business risk profile, 'significant' financial risk
profile, and 'adequate' liquidity," said Standard & Poor's credit
analyst Gregoire Buet.  CNHI is the successor entity to Fiat
Industrial, resulting from the merger of Fiat Industrial with its
88% owned subsidiary CNH Global. CNHI's business and financial
risk profiles are the same as those of its predecessor entity Fiat
Industrial.

"The stable outlook on CNHI reflects our expectations for
relatively steady or modestly improving credit measures over the
next two years, resulting from mixed conditions across the
company's key markets," said Mr. Buet.  "These include good but
potentially moderating demand for agricultural equipment, still
weak but potentially improving performance in the truck and
construction equipment businesses, and management's objective of
maintaining adequate liquidity."

S&P could lower the rating if the company's operating performance
weakens due to softer-than-expected demand for higher-margin
agricultural equipment or further weakening of revenues and
margins weaken further in the construction or truck segments,
among other factors.  These dynamics could in turn result in
weaker cash generation, causing credit metrics to deteriorate to
debt to EBITDA of less than 4x and FFO to debt of less than 20%
for an extended period of time.

S&P could raise the rating if CNHI reports an improvement in its
operating performance, including in the margins of it truck and
construction businesses and its cash generation.  S&P would also
expect the company to maintain disciplined financial policies such
that FFO to debt is 30% or more and debt to EBITDA is less than
3x.


COMMUNITYONE BANCORP: Case Against CommunityOne Bank Dismissed
--------------------------------------------------------------
The U.S. District Court for the Western District of North Carolina
had dismissed with prejudice the case against CommunityOne's bank
subsidiary, CommunityOne Bank, N.A., that had been filed in 2011.
The case related to a customer in a suspected Ponzi scheme that
had been convicted of securities and wire fraud and money
laundering.  The dismissal was the result of a motion filed by the
U.S. Attorney for the Western District under the terms of a
Deferred Prosecution Agreement with the Bank as part of its
recapitalization in October 2011.  With the dismissal of the
complaint, the Deferred Prosecution Agreement is also now
terminated.

"We are very pleased that the case has been dismissed and the
Deferred Prosecution Agreement terminated," said Brian Simpson,
chief executive officer of CommunityOne.  "The U.S. Attorney's
action was a recognition of our full compliance with the DPA and
our efforts over the past two years to enhance our Bank Secrecy
Act/anti-money laundering programs.  These efforts will continue
as we also continue to serve our customers in our markets."

                         About CommunityOne

CommunityOne Bancorp (formerly FNB United) is the North Carolina-
based bank holding company for CommunityOne Bank, N.A.
(community1.com), which offers a full range of consumer, mortgage
and business banking services, including loan, deposit, cash
management, wealth and online banking services through 55 branches
in 44 communities throughout the central, southern and western
regions of the state.

FNB United incurred a net loss of $40 million in 2012, a net loss
of $137.31 in 2011, and a net loss of $131.82 million in 2010.
As of June 30, 2013, the Company had $2.03 billion in total
assets, $1.96 billion in total liabilities and $76.04 million in
total shareholders' equity.


CSN HOUSTON: Astros Owner to Fight Bankruptcy
---------------------------------------------
Katy Stech, writing for Daily Bankruptcy Review, reported that
Houston Astros owner Jim Crane said he will fight Comcast Corp.'s
bid to take full control of a troubled Houston regional sports
network the media company jointly owns with Mr. Crane's baseball
team and the Houston Rockets basketball team.

According to the report, several Comcast affiliates filed an
involuntary petition late on Sept. 27 to force the network,
Comcast SportsNet Houston, into Chapter 11 bankruptcy protection.
Saying negotiations with the Astros and Rockets have broken down,
Comcast asked Judge Marvin Isgur of the U.S. Bankruptcy Court in
Houston to appoint a trustee to step in and break a "management
deadlock." The media company said it would seek to buy the
network, which has struggled to line up subscribers since its
launch a year ago, if a trustee puts it up for sale.

"The network cannot pay its bills as they come due, cannot raise
capital, and cannot make key business decisions," Comcast's
lawyers said in court papers, the report related.  "The deadlock
among the parties has thwarted all efforts to engage in any
constructive exercise to salvage the network."

Comcast has said its offer for the network would be high enough to
provide some compensation to the Astros and Rockets, the report
added.

Mr. Crane, however, accused Comcast of using the involuntary
bankruptcy petition to improperly take away his team's ownership
stake in the network. "We haven't seen anything that protects our
equity," he said in an interview on Sept. 30, the report further
related.


CSN HOUSTON: Comcast to Bid for Network If Court Forces Sale
------------------------------------------------------------
Tom Hals, writing for Reuters, reported that Comcast Corp is
prepared to bid if it can force a sale of the financially
troubled, regional-sports network that carries the games of the
Houston Astros baseball team and the Houston Rockets, the city's
basketball team, court papers show.

According to the report, affiliates of Comcast, which owns
NBCUniversal, on Sept. 30 filed for involuntary bankruptcy against
Houston Regional Sports Network LP, and said in court papers the
network should be put up for sale for the benefit of creditors.

Comcast "believes the network's assets have meaningful value, and
would be prepared to make a bid to acquire either the network
(under a plan of reorganization) or substantially all of its
assets," the media conglomerate said in court documents, the
report related.

Comcast also said that it wanted the court to appoint a trustee to
replace the network's management, which is at a "complete
impasse," according to court documents, the report added.

The network's three-member board consists of representatives of
Comcast, the Houston Rockets of the National Basketball
Association and the Houston Astros of Major League Baseball,
according to documents filed by a Comcast affiliate, the report
said.


CUBIC ENERGY: Delays Form 10-K for Fiscal 2013
----------------------------------------------
Due to Cubic Energy, Inc.'s efforts to consummate the transactions
contemplated by the previously announced Purchase and Sale
Agreement, dated April 19, 2013, by an among the Company, Gastar
Exploration Texas, LP, and Gastar Exploration USA, Inc., and
obtaining financing with respect thereto, the Company has been
unable to complete, within the prescribed time period, its annual
report on Form 10-K for its fiscal year ended June 30, 2013.  The
Company will file the Form 10-K on or before Oct. 14, 2013.

                         About Cubic Energy

Cubic Energy, Inc., headquartered in Dallas, Tex., is an
independent upstream energy company engaged in the development and
production of, and exploration for, crude oil and natural gas.
Its oil and gas assets and activities are concentrated in
Louisiana.

Philip Vogel & Co. PC, in Dallas, Texas, 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 experienced recurring net losses from operations and
has uncertainty regarding its ability to meet its loan obligations
which raise substantial doubt about its ability to continue as a
going concern.

For the nine months ended March 31, 2013, the Company incurred a
net loss of $4.39 million on $3.01 million of total revenues, as
compared with a net loss of $8.84 million on $5.99 million of
total revenues for the same period a year ago.  The Company's
balance sheet at March 31, 2013, showed $17.24 million in total
assets, $28.88 million in total liabilities, all current, and a
$11.63 million total stockholders' deficit.

                         Bankruptcy Warning

"Our debt to Wells Fargo, with a principal amount of $25,865,110,
is due on March 31, 2013, and the Wallen Note, with a principle
amount of $2,000,000, is due April 1, 2013, and both are
classified as current debt.  As of December 31, 2012, we had a
working capital deficit of $26,312,271.

Our ability to make scheduled payments of the principal of, to pay
interest on or to refinance our indebtedness depends on our
ability to obtain additional debt and/or equity financing, which
is subject to economic and financial factors beyond our control.
Our business will not generate cash flow from operations
sufficient to pay our obligations to Wells Fargo and under the
Wallen Note.  We may be required to adopt one or more
alternatives, such as selling assets, restructuring debt or
obtaining additional equity capital on terms that may be onerous
or highly dilutive.  Our ability to refinance our indebtedness
will depend on the capital markets and our financial condition in
the immediate future, as well as the value of our properties. We
may not be able to engage in any of these activities or engage in
these activities on desirable terms, which could result in a
default on our debt and have an adverse effect on the market price
of our common stock.

"We may not be able to secure additional funds to make the
required payments to Wells Fargo.  If we are not successful, Wells
Fargo may pursue all remedies available to it under the terms of
the Credit Facility including but not limited to foreclosure on
our assets or force the Company to seek protection under
applicable bankruptcy laws.  If either of those were to occur, our
shareholders might lose their entire investment," the Company said
in its quarterly report for the period ended Dec. 31, 2012.

"We will continue negotiating with Wells Fargo and Mr. Wallen to
either payoff or paydown these debts and extend their respective
maturity dates," the Company added.


DESIGNLINE CORP: Files Sales Motion, Contemplates Oct. 28 Auction
-----------------------------------------------------------------
Designline Corporation and DesignLine, USA, LLC, ask the U.S.
Bankruptcy Court for the Western District of North Carolina to
enter an order approving (a) the proposed sale of substantially
all assets of the Debtors free and clear of all liens, claims,
encumbrances and other interests and (b) assumption, assignment,
and sale of certain executory contracts and unexpired leases.

The hearing on the Motion is scheduled for Oct. 19, 2013, at 10:00
a.m.  Objections and responses, if any, are due by Oct. 7, 2013,
before 5:00 p.m.

On Sept. 25, 2013, the Debtors filed a motion to establish sale
and bidding procedures.  In summary, the procedures will require
the Debtors to file a form Stalking Horse Agreement and a form APA
with the Court no later than Oct. 7, 2013.  The deadline for the
Debtors to enter into a Stalking Horse Agreement will be Oct. 15,
2013.  The bidding procedures motion provide any Stalking Horse
Bidder with (a) a Break-Up Fee of the greater of $30,000 or 3% of
the guaranteed cash purchase price of the successful bid, and (ii)
Expense Reimbursement of up to $35,000, or as otherwise approved
by the Court.

If a Stalking Horse Agreement is executed, it will be filed with
the Court as a supplement to this Sale Motion.  In such case, the
Debtors request permission to sell the Assets to the Stalking
Horse, unless other Qualified Bids are received on or before
Oct. 23, 2013, at 12:00 noon.  If other Qualified Bids are made,
the Debtors will conduct an Auction on Oct. 28, 2013, at the
offices of Nelson Mullins Riley & Scarborough LLC, in Charlotte,
North Carolina at 10:00 a.m.  If no Stalking Horse Agreement is
executed, the Debtors request authority from this Court to sell
the Assets at the Auction to the Qualified Bidder with the highest
and best offer.

The terms of the sale will be set forth in the Stalking Horse
Agreement, or, in the absence of a Stalking Horse Agreement, the
Form APA, the final of which will be executed by the Debtors and
the Successful Bidder at the Auction ("Buyer").  The purchase
price of the Assets will be established by the Qualified Bids, the
acceptance of which will be determined by the CRO in conjunction
with the Cyrus Entities.

The Debtors also seek Court authority to assume and assign certain
Contracts and Leases to the Successful Bidder as part of the sale
of Assets, based on the Cure Notices and Cure Amounts, as set
forth in the Assumption and Assignment Procedures in the Bidding
Procedures Order being sought by the Debtors.

The Successful Bidder at the Auction will be required to
consummate the purchase of the Assets by 11:59 p.m. on Nov. 8,
2013.  If the Successful Bidder fails to timely consummate the
purchase of the Assets, or any part thereof, then the CRO
will be authorized with the consent of the Cyrus Entities, but not
required, to consummate the sale of the Assets to the Qualified
Bidder that submitted the Back-Up Bid by 11:59 p.m. on or before
Nov. 15, 2013.

                         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.


DESIGNLINE CORP: Panel Taps CBIZ MHM as Financial Advisor
---------------------------------------------------------
The Official Committee of Unsecured Creditors of DesignLine
Corporation and Designline USA, LLC, sought and obtained
permission from the U.S. Bankruptcy Court for the Western District
of North Carolina to retain CBIZ MHM, LLC as their financial
advisor, nunc pro tunc to Aug. 27, 2013.

The Committee seeks to retain CBIZ MHM to provide financial
advisory services including, but not limited to:

   (a) reviewing and analyzing the businesses, management,
       operations, properties, financial condition and prospects
       of the Debtors;

   (b) reviewing and analyzing historical financial performance,
       and transactions between and among the Debtors, their
       creditors, affiliates and other entities;

   (c) reviewing the assumptions underlying the business plans and
       cash flow projections for the assets involved in any
       potential asset sale or plan of reorganization;

   (d) determining the reasonableness of the projected performance
       of the Debtors, both historically and future;

   (e) monitoring, evaluating and reporting to the Committee with
       respect to the Debtors' near-term liquidity needs, material
       operational changes and related financial and operational
       issues, if any;

   (f) reviewing and analyzing all material contracts and
       agreements;

   (g) assisting and procuring and assembling any necessary
       validations of asset values;

   (h) providing ongoing assistance to the Committee and the
       Committee's legal counsel;

   (i) evaluating the Debtor's capital structure and making
       recommendations to the Committee with respect to the
       Debtors' efforts to reorganize their business operations
       and confirm a restructuring or liquidating plan;

   (j) assisting the Committee in preparing documentation required
       in connection with creating, supporting or opposing a plan
       and participating in negotiations on behalf of the
       Committee with the Debtors or any groups affected by a
       plan;

   (k) assisting the Committee in marketing the Debtors' assets
       with the intent of maximizing the value received for any
       assets from any sale;

   (l) providing ongoing analysis of the Debtors' financial
       condition, business plans, capital spending budgets,
       operating forecasts, management and the prospects for their
       future performance; and

   (m) other tasks as the Committee or its counsel may
       reasonably request in the course of exercise of the
       Committee's duties in these cases.

CBIZ MHM will be paid at these hourly rates:

       Brian K. Ryniker          $575
       Gary Rosen                $595
       Gerard D'Amato            $265

Other CBIZ MHM professionals may be involved in these cases as
needed.  Hourly rates for these professionals range from $100 to
$695 per hour.

CBIZ MHM will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Brian K. Ryniker, managing director of CBIZ MHM, assured the Court
that the firm is a "disinterested person" as the term is defined
in Section 101(14) of the Bankruptcy Code and does not represent
any interest adverse to the Debtors and their estates.

CBIZ MHM can be reached at:

       Brian Ryniker, CPA, CFF, CIRA
       CBIZ MHM, LLC
       1065 Avenue of the Americas
       New York, NY  10018
       Tel: (212) 790-5899
       E-mail: bryniker@cbiz.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 (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 (Case Nos. 13-31943 and 13-31944).

Mark D. Collins, Esq., and Michael Joseph Merchant, Esq., at
Richards, Layton & Finger, P.A.; and Terri L. Gardner, Esq., at
Nelson Mullins Riley & Scarborough, LLP, serve as the Debtors'
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.


DESIGNLINE CORP: Hires GGG Partner's Katie Goodman as CRO
---------------------------------------------------------
Designline Corporation and Designline USA, LLC, ask permission
from the U.S. Bankruptcy Court for the Western District of North
Carolina to employ GGG Partners, LLC, to provide Katie Goodman as
the Debtors' chief restructuring officer, nunc pro tunc to
Aug. 15, 2013.

In addition to the chief restructuring officer, GGG Partners will
provide additional employees as necessary to assist Ms. Goodman in
the execution of her duties.

Working collaboratively with the Debtors' Board of Directors, as
well as the Debtors' other professionals, Ms. Goodman and the
Additional Personnel will assist the Debtors in evaluating and
implementing strategic and tactical options throughout the Chapter
11 process.  Among other things, Ms. Goodman and the Additional
Personnel's services to the Debtors will include:

   (a) putting together materials and communicating with potential
       purchasers;

   (b) communicating with purchasers and other stakeholders
       regarding any proposals;

   (c) working with the Debtors, any committee appointed under
       11 U.S.C. Section 1102(A) and other parties in interest as
       appropriate to evaluate options;

   (d) overseeing the necessary reporting requirements under the
       Bankruptcy Code and any orders of the Court;

   (e) interacting with the DIP lender, any Committee and other
       parties in interest as appropriate, concerning the business
       of the Debtors;

   (f) overseeing the collection and disbursement of funds; and

   (g) approving disbursements of the Debtors.

GGG Partners will be paid at these hourly rates:

       Managing Partner          $350
       Partner                   $325

GGG Partners will also be reimbursed for reasonable out-of-pocket
expenses incurred.

GGG Partners received $35,000 in connection with preparing for and
conducting the filing of these chapter 11 cases.  GGG Partners
received a payment of $25,000 on July 30, 2013 and a payment of
$10,000 on August 7, 2013 for services performed for the Debtors
from July 30, 2013 through the petition date. Previously, GGG
Partners received a payment of $25,000 on February 28, 2013 for
services performed for the Debtors. GGG Partners has applied these
funds to amounts due for services rendered and expenses incurred
prior to the petition date and has no unapplied residual retainer.

Katie Goodman, managing partner of GGG Partners, assured the Court
that the firm is a "disinterested person" as the term is defined
in Section 101(14) of the Bankruptcy Code and does not represent
any interest adverse to the Debtors and their estates.

GGG Partners can be reached at:

       Katie Goodman
       GGG PARTNERS, LLC
       5883 Glenridge Drive NE, Suite #160
       Atlanta, GA 30328
       Tel: (404) 293-0137
       E-mail: kgoodman@gggmgt.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 (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 (Case Nos. 13-31943 and 13-31944).

Mark D. Collins, Esq., and Michael Joseph Merchant, Esq., at
Richards, Layton & Finger, P.A.; and Terri L. Gardner, Esq., at
Nelson Mullins Riley & Scarborough, LLP, serve as the Debtors'
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.


DESIGNLINE CORP: Hires Nelson Mullins as Counsel
------------------------------------------------
DesignLine Corporation asks the U.S. Bankruptcy Court for
permission to employ Nelson Mullins Riley & Scarborough LLP as
bankruptcy counsel.

The firm will, among other things, provide these services:

   a) prepare all necessary petitions, motions, applications,
      orders, reports, and papers necessary to commence the
      chapter 11 cases;

   b) advise the Debtors of their rights, powers, and duties as
      debtors and debtors in possession under chapter 11 of the
      Bankruptcy Code;

   c) prepare on behalf of the Debtors all motions, applications,
      answers, orders, reports, and papers in connection with
      the administration of the Debtors' estates.

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

                          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.


DESIGNLINE CORP: Taps Richards Layton as Bankr. Co-Counsel
----------------------------------------------------------
DesignLine Corporation asks the U.S. Bankruptcy Court for
permission to employ Richards, Layton & Finger, P.A. as bankruptcy
co-counsel to, among other things, provide these services:

   a) prepare all necessary petitions, motions, applications,
      orders, reports, and papers necessary to commence the
      chapter 11 cases;

   b) advise the Debtors of their rights, powers, and duties as
      debtors and debtors in possession under chapter 11 of the
      Bankruptcy Code;

   c) prepare on behalf of the Debtors all motions, applications,
      answers, orders, reports, and papers in connection with
      the administration of the Debtors' estates.

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

The firm's rates are:

    Professional                             Rates
    ------------                             -----
    Mark D. Collins                        $775 per hour
    Michael J. Merchant                    $600 per hour
    Amanda R. Steele                       $350 per hour
    Barbara J. Witters                     $215 per hour

                         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: Bond Default Seen Raising Constitutional Issue
-----------------------------------------------------------
Reuters reported that Detroit is poised to default on about $641
million of its general obligation bonds on Oct. 1, an event that
is likely to spur a legal challenge over Detroit's decision to
take tax money earmarked for bond payments and apply it instead to
city needs.

According to the report, about $411 million of the bonds targeted
for default were subject to voter approval and raise money through
property taxes, called millages.

A default on bonds that had been considered secured obligations
could give rise to a claim that it is a violation of Michigan's
constitution, which prohibits diverting revenue from tax millages
to alternative purposes, the report said.

If the city does default, bondholders can still expect to receive
payments, but the funds will come from bond insurance policies
purchased by Detroit as its financial picture weakened in recent
years, the report added.

Kevyn Orr, the state-appointed emergency manager who has been
running the city since March, first warned bondholders on June 14
that he was labeling nearly $641 million of unlimited tax and
limited tax general obligation debt outstanding as unsecured, the
report related.

                     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.


DYNAMIC PRECISION: S&P Assigns 'B' CCR & Rates $330MM Facility 'B'
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Dynamic Precision Group Inc. (DPG).  The outlook
is stable.  At the same time, S&P assigned its 'B' issue rating
and '3' recovery rating to the proposed $330 million secured
credit facility, which consists of a $70 million revolver and a
$260 million term loan and will be issued by DPG's direct
subsidiary, TurboCombustor Technology Inc.  The '3' recovery
rating indicates S&P's expectation of meaningful (50%-70%)
recovery in the event of payment default.

"Our ratings on DPG reflect our expectation that leverage (debt to
EBITDA) will remain high after the proposed transaction closes,"
said credit analyst Tatiana Kleiman.  Although S&P expects
revenues and earnings growth to be solid over the next few years
due to strength in the commercial aerospace market, new programs,
the contribution from acquisitions, and increasing margins, any
material improvement in DPG's credit ratios will likely be offset
by further mostly debt-financed acquisitions.  S&P assess the
company's business risk profile as "weak," reflecting its position
as a provider of parts for aircraft engines and industrial gas
turbines, some barriers to entry, and limited customer and
geographic diversity.  S&P assess the company's financial risk
profile as "highly leveraged" based on its high leverage (pro
forma for the acquisition, DPG's debt to EBITDA is about 4.5x),
"adequate" liquidity, and financial sponsor ownership.

The company, which is majority owned by private equity firm The
Carlyle Group, plans to use the proceeds from the term loan and an
approximately $20 million equity infusion from Carlyle to fund the
acquisition of Unison from General Electric Co. (GE) and refinance
existing debt.  Pro forma debt to EBITDA for fiscal-year 2014 will
be about 4.5x-5.5x and funds from operations (FFO) to debt will be
11.5%-13.5%.  Although DPG's credit measures will likely improve
modestly over the next 12 months due to growing earnings and some
debt repayment from free cash flows, S&P do not expect the company
to sustain that improvement due to the likelihood of further debt-
financed acquisitions.  However, S&P also do not expect leverage
to increase much from current levels as a result of the
acquisitions.

Carlyle formed DPG in December 2011 as a holding company to
acquire precision engine component manufacturers.  Since
inception, they have purchased TurboCombuster Technology (December
2011) and Paradigm Precision Holdings (January 2013), both of
which included additional equity from Carlyle, management, and
other co-investors.  In September 2013, DPG announced the purchase
of Unison from GE, which the company expects will close in fourth-
quarter 2013.  Operating under the name Paradigm Precision, DPG
specializes in fabricating gas turbine engine parts serving the
commercial aerospace market (49% of pro forma sales for the Unison
acquisition); military aerospace (30%); industrial gas turbine
(11%); business jet and general aviation (6%); and the marine,
rotary wing, and unmanned aerial vehicle (4%) end markets.  The
commercial aerospace market is currently in a cyclical upturn, and
the major aircraft and engine manufacturers are increasing
production significantly to work down huge order backlogs.  The
company's customer base is highly concentrated, as is common for
an aerospace supplier.  The three largest customers (and the
leading aircraft engine manufacturers) -- GE, Rolls Royce, and
Pratt & Whitney -- account for almost 75% of the combined
company's sales. Pro forma for the Unison acquisition, the company
will operate 18 facilities, including 12 domestically in the U.S.,
and six international operations spanning Canada, U.K., Hungary,
Mexico, and Tunisia.

DPG competes in the global market for "hot section" aerospace and
industrial gas turbine engine components, such as casings, frames,
rings, and combustion liners.  Although the company has a number
of competitors that are of similar size or smaller, none has the
same range of capabilities. Barriers to entry are not steep given
the "build-to-print" nature of the business, which allows
customers to retain the rights to the product design.  However,
given the complexity and critical nature associated with engine
manufacturing, customers are typically less likely to switch
suppliers once they have an established relationship and track
record of successful execution and performance.  In addition, 85%
of the company's aerospace work is under long-term agreements,
which provides near- and long-term revenue visibility but can also
limit the company's ability to gain new work on existing engines.

Program diversity is fairly good and DPG has positions on most of
the major engines for commercial aircraft.  The top three programs
are the GE-90 (11% of pro forma 2013 revenues), GEnx (9%), and
AE2100 (7%).  The company does not get significant revenues from
the CFM-56, which is by far the highest production rate engine
that powers the popular Boeing 737 and Airbus A320 families, but
expects to have a stronger position on the LEAP engine, which will
replace the CFM-56 on the A320 NEO and 737 MAX.  Production of the
LEAP engine should start to ramp up in 2015 and 2016.

S&P expects pro forma EBITDA margins to initially deteriorate to
around 12.5% from 16% due to much lower margins at Unison.
Historically, high management turnover under GE's ownership
weakened operating efficiency and increased late deliveries at
Unison, which DPG is working to correct.  These efforts and higher
volumes should improve margins over the next few years, but the
profitability of future acquisitions could constrain this
improvement.  Excluding the impact of acquisitions, organic
margins should improve to more than 15% by 2014.

Standard & Poor's rating outlook on DPG is stable.  Revenues and
earnings should improve due to strong aerospace market conditions,
combined with acquisition contributions and cost-reduction
efforts, which should translate into steadily improving credit
ratios, absent further large debt-financed acquisitions.

S&P do not expect to raise the ratings due to the company's
ownership by financial sponsors and our belief that debt to EBITDA
will likely not remain less than 5x due to the likelihood of
further debt-financed acquisitions or, less likely, dividends, as
per S&P's criteria on financial sponsor-owned companies.  However,
S&P may raise the ratings if it feels subsequent acquisitions
increase the company's diversity and improve its competitive
position such that we revise our business risk assessment to
"fair" from "weak."

S&P is also unlikely to lower the ratings in the next year, but
could do so if earnings do not improve as expected or material
debt-financed acquisitions increase debt to EBITDA to more than 6x
or reduce FFO to debt to less than 10%.


EASTMAN KODAK: PC Seeks to Vacate Order on Assignment of Contract
-----------------------------------------------------------------
Pioneer Corp. asked U.S. Bankruptcy Judge Allan Gropper to vacate
his previous order, which authorized Eastman Kodak Co. to assume
their licensing agreement and assign it to Global OLED Technology
LLC.

Judge Gropper on Sept. 16 gave Kodak the go-signal to assume and
assign the contract dated Sept. 8, 1995 as part of its agreement
with Global OLED to end their dispute over the transfer of Kodak
patents.

In a Sept. 30 filing, Pioneer said it wasn't able to file an
objection to the assignment of the 1995 contract since it did not
receive notification from Kodak.

Pioneer also said Kodak "mischaracterized" the contract as merely
a royalty-bearing license of the patents to the company when it is
actually a "cross-license of patents between Pioneer and Kodak
containing various performance obligations that are personal in
nature."

A court hearing is scheduled for Oct. 17.  Objections are due by
Oct. 10.

Pioneer Corp. is represented by:

         Andrew P. DeNatale, Esq.
         Harold A. Olsen, Esq.
         Jonathan D. Canfield, Esq.
         STROOCK & STROOCK & LAVAN LLP
         180 Maiden Lane
         New York, NY 10038
         Tel: (212) 806-5400
         Fax: (212) 806-6006
         E-mail: adenatale@stroock.com
                 holsen@stroock.com

                         About Eastman Kodak

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

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

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

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

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

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

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

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

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

At the end of April 2013, Kodak filed a 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.

U.S. Bankruptcy Judge Allan Gropper confirmed the plan on August
20, 2013.  Kodak and its affiliated debtors officially emerged
from bankruptcy protection on Sept. 3, 2013.

Mark S. Burgess, Matt Doheny, John A. Janitz, George Karfunkel,
Jason New and Derek Smith became members of Kodak's new board of
directors as of Sept. 3, 2013.  Existing directors James V.
Continenza, William G. Parrett and Antonio M. Perez will continue
their service as members of the new board.


EDGEN GROUP: S&P Puts 'B+' CCR on CreditWatch Developing
--------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
the 'B+' corporate credit rating, on metals distributor Edgen
Group Inc., on CreditWatch with developing implications.  The
CreditWatch developing listing means S&P could affirm, raise, or
lower the ratings following its review.

The CreditWatch listing follows the announcement that Sumitomo
Corp. and Sumitomo Corp. of America had signed a definitive
agreement to acquire Baton Rouge, La.-based Edgen Group Inc. for
$12 per share, or about $520 million in equity consideration.  The
transaction is expected to close by year-end 2013.  The
CreditWatch developing listing reflects the potential for Standard
& Poor's to either raise, lower, or affirm its ratings on Edgen
Group, depending on S&P's assessment of the changes from this
transaction on the company's financial risk profile, including its
ownership structure, capital structure, liquidity profile, and
expected financial policy.

Edgen is a worldwide distributor of specialty products to the
energy sector, including steel pipe; structural sections; plate,
valves, and components used in oil and gas production and
transmission; petrochemical refining; and power generation end
markets - environments that require resistance to highly corrosive
or abrasive materials, extreme temperature conditions, and high
pressures.

In resolving the CreditWatch listing, Standard & Poor's expects to
meet with management and assess the company's capital structure
after the close of the transaction in light of S&P's expectations
for operating performance.

"We could raise the corporate credit rating if Edgen's total
leverage after the transaction results in credit measures more
consistent with a higher rating.  Conversely, if the proposed
transaction leads to a meaningful deterioration of the financial
profile, we could lower the rating.  We could affirm the ratings
if the company's leverage after the transaction remains between 4x
and 5x, which is a range we believe is consistent with a 'B+'
rating given Edgen's "weak" business risk profile," said Standard
& Poor's credit analyst Megan Johnston.


FIBERTOWER CORP: First Amended Plan Filed
-----------------------------------------
BankruptcyData reported that FiberTower filed with the U.S.
Bankruptcy Court a First Amended Joint Chapter 11 Plan of
Reorganization and related Disclosure Statement.

According to the Disclosure Statement, "In summary, the principal
terms of the Plan are as follows: (i) the holders of the 2016
Notes will receive 100% of the common equity in Reorganized
FiberTower, in the form of shares of New FiberTower Common Stock;
and (ii) Reorganized FiberTower shall receive one hundred percent
(100%) of the New FiberTower Subsidiary Equity Interests in
Reorganized FiberTower Network Services and Reorganized FiberTower
Licensing, and Reorganized FiberTower Licensing shall receive one
hundred percent (100%) of the New FiberTower Subsidiary Equity
Interests in Reorganized FiberTower Spectrum, such that the
Debtors' corporate structure shall effectively remain in place
following the Effective Date."

The Court scheduled an Oct. 29, 2013 hearing on the Disclosure
Statement.

                      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.


FIRST BALDWIN: Alesco Debt Senior to Pilot Note
-----------------------------------------------
Bankruptcy Judge Margaret A. Mahoney ruled that the Junior
Subordinated Debt Securities issued by First Baldwin Bancshares,
Inc., due March 15, 2037, is senior to the $1.5 million promissory
note the Debtor executed in favor of Rodney A. Pilot.  In her
Sept. 30, 2013 Order available at http://is.gd/z0Rrc9from
Leagle.com, Judge Mahoney granted summary judgment in favor of
defendants and denied summary judgment to plaintiff in the
lawsuit, RODNEY A. PILOT, Plaintiff, v. ALESCO PREFERRED FUNDING
XV, LTD. and U.S. BANK NATIONAL ASSOCIATION as Trustee for First
Baldwin Bancshares Statutory Trust, Defendants, Adv. Proc. No. 13-
00027 (Bankr. S.D. Ala.).

On Dec. 22, 2006, the Debtor issued the Junior Subordinated Debt
Securities, due March 15, 2037, in the original principal amount
of $7,450,000, to First Baldwin Bancshares Statutory Trust I, a
wholly-owned subsidiary of the Debtor. The Debt Securities are
governed by an Indenture, also dated December 22, 2006, between
the Debtor and the Trustee.

Contemporaneously with the Debtor's issuance of the Debt
Securities to the Trust, the Trust issued trust preferred
securities dated December 22, 2006, in the original principal
amount of $7.25 million.  The proceeds of this issuance were
transferred by the Trust to the Debtor in exchange for the Debt
Securities.  The structure of the TruPS financing transaction is
designed so that the Trust's obligations under the TruPS are to be
satisfied from the payments made by the Debtor to the Trust under
the Debt Securities.  The Debtor also guaranteed the Trust's
obligations under the TruPS.

Alesco is a special purpose entity formed to hold various
collateralized debt obligations (CDOs) from third-party issuers,
and to issue structured asset-backed securities to investors.
Alesco is the holder of all TruPS.

Under the terms of the Indenture, the Trustee and Alesco are each
entitled to enforce the Debt Securities and the Debtor's guarantee
following an event of default.  The Debtor's bankruptcy filing
constituted an event of default such that Alesco became qualified
to enforce the Debt Securities.

On April 19, 2013, the Trustee timely filed a proof of claim
related to the Debtor's obligations.  At the commencement of the
Bankruptcy Case, the Debtor owed the Trust $8,139,707.68 on its
unsecured claim.

On December 31, 2008, the Debtor borrowed $1.5 million from the
Plaintiff, Mr. Pilot.  The Debtor executed a promissory note in
Pilot's favor in that amount on that date. The Note states that
the purpose of the loan was to provide capital for the Bank.

To secure the Pilot Note, the Bank executed an Accommodation
Mortgage, Assignment of Rents and Security Agreement, dated
December 31, 2008. The Bank pledged two parcels of real property
on which bank branches were operated pursuant to the Accommodation
Mortgage.

Pilot is currently the holder of the Pilot Note. The Bank is not
an obligor under the Pilot Note, and the Plaintiff is not
otherwise a creditor of the Bank for any amounts related to the
Debtor's obligations under the Pilot Note.  The Accommodation
Mortgage does not contain any subordination language.

In the five years preceding the Debtor's Petition Date, the Bank
became critically undercapitalized and risked seizure and closure
by the Office of the Comptroller of the Currency.  To avoid
seizure and closure, the Debtor entered into an agreement with the
First Bancshares, Inc., whereby The First would purchase all of
the FNB Stock from the Debtor for $2.7 million.  The Acquisition
Agreement contemplated that the sale of the FNB Stock to The First
would be accomplished through the Debtor's chapter 11 bankruptcy
as a sale free and clear of all liens and encumbrances pursuant to
Section 363 of the Bankruptcy Code and subject to the Court's
approval.

Prior to the petition Date, the Debtor discussed the terms of the
proposed sale of the FNB Stock to The First with both Pilot and
Alesco. The Debtor informed Pilot and Alesco that Pilot's release
of the Accommodation Mortgage on the Real Estate Collateral was a
condition precedent to the acquisition.  To address Pilot's
concerns regarding the impact of a release upon his claims against
the Debtor and to facilitate the sale of the FNB Stock, Pilot and
Alesco, by and through its collateral manager, entered into a
letter agreement dated January 25, 2013.

As contemplated by Pilot and Alesco, the Debtor filed its chapter
11 petition on February 21, 2013. In accordance with the
Acquisition Agreement, the Debtor's Plan provides for the sale of
the FNB Stock to The First free and clear of any liens for $3.3
million.  The Bankruptcy Court confirmed the Debtor's Plan by
order dated April 25, 2013.  The Confirmation Order provides that
the liens held by Pilot pursuant to the Accommodation Mortgage
"shall attach to the sale proceeds."  Pilot released his liens and
the sale to The First closed on May 1, 2013.  The proceeds of the
sale were paid into the Liquidating Trust.

According to Judge Mahoney, the Accommodation Mortgage does not
give Pilot any greater rights than he has under the Note and,
while the intercreditor agreement allows that Pilot's lien on the
real estate collateral attaches to the proceeds of the sale to the
First, Pilot's lien does not alter the priority as set forth in
the Pilot Note.

Michael G. Wilson, Esq., at Hunton & Williams, LLP; and Douglas S.
Draper, Esq., at Heller, Draper, Patrick & Horn, LLC, represent
Alesco Preferred Funding XV, Ltd.

Kenneth A. Watson, Esq., at Jones Walker, represent the Debtor.

Lawrence B. Voit, Esq., and Alexandra K. Garrett, Esq., at Silver,
Voit & Thompson, P.C., represent Mr. Pilot.

First Baldwin Bancshares, Inc. is a bank holding company
incorporated in Alabama.  Its principal business was to own the
equity of First National Bank of Baldwin County, a community bank
with branches located in southern Alabama.  First Baldwin
Bancshares filed a Chapter 11 petition (Bankr. S.D. Ala. Case No.
13-00563) on Feb. 21, 2013, listing under $1 million in both
assets and debts.  A copy of the petition is available at
http://bankrupt.com/misc/alsb13-00563.pdf


FREDERICK'S OF HOLLYWOOD: Gets $.23 Apiece Acquisition Proposal
---------------------------------------------------------------
HGI Funding, LLC, TTG Apparel, LLC, Tokarz Investments, LLC, Fursa
Alternative Strategies LLC, and Arsenal Group LLC, entered into a
non-binding consortium term sheet agreement.  Under the Consortium
Term Sheet, the Consortium Members agreed, among other things, to
jointly deliver a non-binding proposal to the Company's board of
directors for the acquisition of all of the publicly held Common
Stock in a "going private" transaction with the Company, and to
use their commercially reasonable efforts to work together to
structure, negotiate and do all things necessary or desirable,
subject to the Company's approval, to enter into definitive
agreements in respect of the transactions contemplated under the
Proposal.

On Sept. 26, 2013, the Consortium Members submitted a letter
outlining the Proposal to the Company's board of directors.  Under
the Proposal, the Consortium Members would acquire, through an
acquisition vehicle to be formed by the Consortium Members, all of
the Publicly Held Shares for $0.23 per share of Common Stock.  The
Consortium Members also stated in the Proposal that they are
interested only in acquiring the Publicly Held Shares, and that
they do not intend to sell their stakes in the Company.

The Proposal would be structured as a merger requiring the
approval of not less than two-thirds of the Company's
shareholders.  Under the Proposal, the holders of the Publicly
Held Shares would receive the Cash Merger Consideration, and the
Consortium Members would receive equity in the Acquisition Vehicle
under the terms of an equity rollover agreement.  Under the
Proposal, HGI Funding and its affiliates will work with the
Company's existing lenders to cause the Company's current credit
facility to be increased by up to $11 million.

The Consortium Members disclosed that as of Sept. 26, 2013, they
beneficially owned 88,201,514 shares of common stock of
Frederick's of Hollywood representing 85.4 percent of the shares
outstanding.

A copy of the Consortium Term Sheet is available for free at:

                       http://is.gd/tczwxp

                   About Frederick's of Hollywood

Frederick's of Hollywood Group Inc. (NYSE Amex: FOH) --
http://www.fredericks.com/-- through its subsidiaries, sells
women's intimate apparel, swimwear and related products under its
proprietary Frederick's of Hollywood brand through 122 specialty
retail stores, a world-famous catalog and an online shop.

Frederick's of Hollywood sought bankruptcy in July 10, 2000.  On
Dec. 18, 2002, the court approved the company's plan of
reorganization, which became effective on Jan. 7, 2003, with the
closing of the Wells Fargo Retail Finance exit financing facility.

The Company incurred a net loss of $6.43 million on $111.40
million of net sales for the year ended July 28, 2012, compared
with a net loss of $12.05 million on $119.61 million of net sales
for the year ended July 30, 2011.  The Company's balance sheet at
July 28, 2012, showed $41.47 million in total assets, $42.25
million in total liabilities and a $783,000 total shareholders'
deficiency.


FRESH & EASY: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Fresh & Easy Neighborhood Market Inc.
        aka Buttoncable West Inc.
        aka Tesco Stores West Inc.
        aka Fresh & Easy
        1209 Orange Street
        Wilmington, DE 19801
        NEW CASTLE, DE

Case No.: 13-12569

Debtor-affiliate filing separate Chapter 11 petition:

      Entity                              Case No.
      ------                              --------
      Fresh & Easy Property Company LLC   13-12570

Chapter 11 Petition Date: September 30, 2013

Court: U.S. Bankruptcy Court District of Delaware (Delaware)

Judge: Kevin J. Carey

Debtor's Counsel: Mark D. Collins
                  RICHARDS, LAYTON & FINGER, P.A.
                  One Rodney Square
                  920 North King Street
                  Wilmington, DE 19801
                  Tel: 302 651-7700
                  Fax: 302-651-7701
                  E-mail: collins@RLF.com

                  Lee E. Kaufman
                  RICHARDS, LAYTON & FINGER, P.A.
                  920 North King Street
                  One Rodney Square
                  Wilmington, DE 19801
                  Tel: 302-651-7582
                  Fax: 302-651-7701
                  E-mail: kaufman@rlf.com

                  John H. Knight
                  RICHARDS, LAYTON & FINGER, P.A.
                  920 N. King Street
                  Wilmington, DE 19801
                  Tel: 302-651-7700
                  Fax : 302-651-7701
                  E-mail: knight@rlf.com

                  William A. Romanowicz
                  RICHARDS, LAYTON & FINGER, P.A.
                  One Rodney Square
                  920 North King Street
                  Wilmington, XX 19801
                  Tel: 302.651.7700
                  Fax: 302.651.7710
                  E-mail: Romanowicz@rlf.com

                  Amanda R. Steele
                  RICHARDS, LAYTON AND FINGER
                  920 N. King Street
                  Wilmington, DE 19801
                  Tel: 302-651-7838
                  Fax: 302-428-7838
                  E-mail: steele@rlf.com

                  Lisa G. Laukitis
                  JONES DAY
                  222 East 41st Street
                  New York, NY 10017
                  Tel: 212-326-3939
                  Fax: 212-755-7306

                  Paul Leake
                  JONES DAY
                  222 East 41st Street
                  New York, NY 10017-6702
                  Tel: 212-326-3939
                  Fax: 212-755-7306

Debtor's Claims
& Noticing Agent: PRIME CLERK LLC

Estimated Assets: $100 million to $500 million

Estimated Liabilities: $500 million to $1 billion

The petitions were signed by James Dibbo, chief financial officer.

Fresh & Easy Neighborhood's List of 20 Largest Unsecured
Creditors:

       Entity                   Nature of Claim      Claim Amount
       ------                   ---------------      ------------
Harvest Meat  Company                Trade            $1,028,064
Inc.
1022 Bay Marina Dr.
Suite 106
National City, CA 91950

Pak West Paper and                   Trade              $481,450
Packaging
4042 W. Garry Ave.
Santa Ana, CA 92707

International Coffee                 Trade              $438,271
& Tea LLC
1945 S. La. Cienega
Blvd. Los Angeles
CA, 90034

Hidden Villa Ranch                   Trade              $293,028
310 N. Harbor Blvd.
Fullerton, CA 92832

MM USA Inc.                          Trade              $262,446
9845 Painter Ave.
Suite B
Whittier, CA 90605

Sunland Inc.                         Trade              $232,123

Calavo Growers Inc.                  Trade              $216,194

Coca Cola                            Trade              $210,945

Cornerstone AZ Wine                  Trade              $194,236
Imports LLC

Pepsi Cola                           Trade              $181,826

Noble Americas Energy                Utility            $165,749
Solutions

Plumrose USA                         Trade              $163,356

Foster Farms Dairy                   Trade              $158,169

Los Angeles Department of            Trade              $154,968
Water and Power

DPI West                             Trade              $146,846

Foster Poulty Farms                  Trade              $134,286

Valley Fine Foods Company            Trade              $131,036

Frito Lay                            Trade              $128,822

Pacific American Fish
Company Inc for Kitchen              Trade            $119,576

Columbia Marketing International     Trade            $117,483
Inc.


FRIENDFINDER NETWORKS: Final Cash Collateral Hearing on Oct. 11
---------------------------------------------------------------
Judge Christopher S. Sontchi of the U.S. Bankruptcy Court for the
District of Delaware gave interim authority for PMGI Holdings
Inc., et al., to use cash collateral securing their prepetition
indebtedness and scheduled a final hearing to be held on Oct. 11,
2013, at 10:00 a.m. (Eastern time).  Objections are due Oct. 7.

The Cash Collateral will be used for working capital purpose,
other general corporate purposes, and to satisfy the costs and
expenses of administering the Chapter 11 cases.

The adequate protection in the form of replacement liens and a
superpriority administrative claim granted to the Debtors' secured
parties are subject to a carve-out, which means (i) all fees
required to be paid to the clerk of the Bankruptcy Court and the
Office of the U.S. Trustee, (ii) all unpaid fees and expenses
incurred by professionals before the date of delivery of a carve-
out trigger notice; (iii) after the date of delivery of the carve-
out trigger notice, the payment of professional fees in an
aggregate amount not to exceed $400,000; (iv) fees and expenses of
up to $50,000 incurred by a trustee under Section 726(b) of the
Bankruptcy Code; and (vi) unpaid operating expenses in accordance
with a budget.

                    About FriendFinder Networks

FriendFinder Networks (formerly Penthouse Media Group) owns and
operates a variety of social networking Web sites, including
FriendFinder.com, AdultFriendFinder.com, Amigos.com, and
AsiaFriendFinder.com.  In total, its Web sites are offered in
12 languages to users in some 170 countries.  The company also
publishes the venerable adult magazine PENTHOUSE, and produces
adult video content and related images.  The Company is based in
Boca Raton, Florida.

FriendFinder Networks reported a net loss of $49.44 million
in 2012, a net loss of $31.14 million in 2011, and a net loss of
$43.15 million in 2010.

FriendFinder Networks and affiliates, including lead debtor PMGI
Holdings Inc., sought bankruptcy protection (Bankr. D. Del. Lead
Case No. 13-12404) on Sept. 17, 2013, estimating assets of
$465.3 million and debt totaling $662 million.

The Debtors are represented by Nancy A. Mitchell. Esq., Matthew L.
Hinker, Esq., and Paul T. Martin, Esq., at Greenberg Traurig, LLP,
in New York, as lead bankruptcy counsel; and Dennis A. Meloro,
Esq., in Wilmington, Delaware, as local Delaware counsel.  Akerman
Senterfitt serves as the Debtors' special and conflicts counsel.
The Debtors' financial advisor is SSG Capital Advisors LLC.  BMC
Group, Inc., is the Debtors' claims and noticing agent.

On Sept. 21, 2013, the Debtors filed a plan of reorganization
containing details on a reorganization worked out with about 80
percent of first and second-lien lenders before the Sept. 17
Chapter 11 filing.  Under the Plan, holders of the $234.3 million
in 14 percent first-lien notes will receive accrued interest plus
an equal amount in new 14 percent first-lien notes to mature in
five years.  Excess cash will be used in part to pay down
principal on the notes before maturity.  Holders of $330.8 million
in two issues of second-lien notes are to receive all the new
equity.


FRIENDFINDER NETWORKS: Employs Greenberg Traurig as Lead Counsel
----------------------------------------------------------------
PMGI Holdings, Inc., et al., seek authority from the U.S.
Bankruptcy Court for the District of Delaware to employ Greenberg
Traurig, LLP, as lead bankruptcy counsel.

The following professionals will take a primary role in
representing the Debtors and will be paid the following hourly
rates:

Nancy A. Mitchell, Esq. -- mitchelln@gtlaw.com       $795
David D. Cleary, Esq. -- clearyd@gtlaw.com           $535
Dennis A. Meloro, Esq. -- melorod@gtlaw.com          $513
Matthew L. Hinker, Esq. -- hinkerm@gtlaw.com         $463
Paul T. Martin, Esq. -- martinpt@gtlaw.com           $423
Kevin Garland, Esq. -- garlandk@gtlaw.com            $333
Ari Newman, Esq. -- newmanar@gtlaw.com               $319
Doreen Cusumano, senior paralegal                    $288
Elizabeth Thomas, paralegal                          $234

Other attorneys and paralegals will render services to the Debtors
as needed. Generally, Greenberg Traurig's hourly rates are in the
following ranges: $350 to $1,145 for shareholders, $265 to $1,050
for Of counsel, $130 to $725 for associates, and $65 to $335 for
legal assistants/paralegals.  The firm will also be reimbursed its
necessary out-of-pocket expenses.

Ms. Mitchell, a shareholder at Greenberg Traurig, LLP, in New
York, assures the Court that it is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtors and their
estates.  Prior to the Petition Date, Greenberg Traurig received
from the Debtors an advance payment retainer totaling $250,000, a
portion of which has been applied in satisfaction of prepetition
fees and expenses incurred by the firm on behalf of the Debtors.
Greenberg Traurig currently holds a retainer in the approximate
amount of $351,450.

                    About FriendFinder Networks

FriendFinder Networks (formerly Penthouse Media Group) owns and
operates a variety of social networking Web sites, including
FriendFinder.com, AdultFriendFinder.com, Amigos.com, and
AsiaFriendFinder.com.  In total, its Web sites are offered in
12 languages to users in some 170 countries.  The company also
publishes the venerable adult magazine PENTHOUSE, and produces
adult video content and related images.  The Company is based in
Boca Raton, Florida.

FriendFinder Networks reported a net loss of $49.44 million
in 2012, a net loss of $31.14 million in 2011, and a net loss of
$43.15 million in 2010.

FriendFinder Networks and affiliates, including lead debtor PMGI
Holdings Inc., sought bankruptcy protection (Bankr. D. Del. Lead
Case No. 13-12404) on Sept. 17, 2013, estimating assets of
$465.3 million and debt totaling $662 million.

The Debtors are represented by Nancy A. Mitchell. Esq., Matthew L.
Hinker, Esq., and Paul T. Martin, Esq., at Greenberg Traurig, LLP,
in New York, as lead bankruptcy counsel; and Dennis A. Meloro,
Esq., in Wilmington, Delaware, as local Delaware counsel.  Akerman
Senterfitt serves as the Debtors' special and conflicts counsel.
The Debtors' financial advisor is SSG Capital Advisors LLC.  BMC
Group, Inc., is the Debtors' claims and noticing agent.

On Sept. 21, 2013, the Debtors filed a plan of reorganization
containing details on a reorganization worked out with about 80
percent of first and second-lien lenders before the Sept. 17
Chapter 11 filing.  Under the Plan, holders of the $234.3 million
in 14 percent first-lien notes will receive accrued interest plus
an equal amount in new 14 percent first-lien notes to mature in
five years.  Excess cash will be used in part to pay down
principal on the notes before maturity.  Holders of $330.8 million
in two issues of second-lien notes are to receive all the new
equity.


FRIENDLY ICE CREAM: Trustee Sues to Wipe Out $9.3MM in Debt
-----------------------------------------------------------
Law360 reported that the liquidating trustee for Friendly Ice
Cream Corp.'s bankruptcy launched a litany of adversary complaints
on Sept. 27 in an attempt to avoid more than $9.3 million in debt
the restaurant chain owner racked up in the months leading up to
its insolvency.

According to the report, SltnTrst LLC, or Solution Trust, filed
the complaints within the company's Chapter 11 filing in Delaware
federal court, seeking to either avoid paying debt or recover
payments made to 78 separate entities in the "preference period"
of 90 days before Friendly's October 2011 bankruptcy filing.

                     About Friendly Ice Cream

Friendly Ice Cream Corp. -- http://www.friendlys.com/-- the owner
and franchiser of 490 full-service, family-oriented restaurants
and provider of ice cream products in the Eastern United States,
filed for Chapter 11 reorganization together with four affiliates
(Bankr. D. Del. Lead Case No. 11-13167) on Oct. 5, 2011, to sell
the business mostly in exchange for debt to Sundae Group Holdings
II LLC, a unit of Sun Capital Partners Inc.  The existing owner
and holder of the Debtors' second-lien debt are also affiliates of
Sun Capital.  Friendly's, based in Wilbraham, Massachusetts, also
announced the closing of 63 stores, leaving about 424 operating.
Franchise operators have about 230 of the locations.

Judge Kevin Gross oversees the case.  James A. Stempel, Esq., Ross
M. Kwasteniet, Esq., and Jeffrey D. Pawlitz, Esq., at Kirkland &
Ellis LLP; and Laura Davis Jones, Esq., Timothy P. Cairns, Esq.,
and Kathleen P. Makowski, Esq., at Pachulski Stang Ziehl & Jones
LLP, serve as the Debtors' bankruptcy counsel.  Zolfo Cooper
serves as the Debtors' financial advisors.

In its petition, Friendly Ice Cream Corp. estimated $100 million
to $500 million in assets and debts.  The petitions were signed by
Steven C. Sanchioni, executive vice president, chief financial
officer, treasurer, and assistant secretary.

Friendly's is one of two companies under Sun Capital's portfolio
to file for bankruptcy in a span of two days.  Mexican-food chain
Real Mex, which operates restaurants such as Chevys, filed in
Delaware bankruptcy court on Oct. 3, 2011.

On Oct. 12, 2011, the U.S. Trustee appointed the Committee.  The
Committee currently consists of seven members.  The Committee
selected Akin Gump Straus Hauer & Feld LLP and Blank Rome LLP to
serve as co-counsel to the Committee, and FTI Consulting to serve
as the Committee's financial advisor.

A Sun Capital affiliate, Sundae Group Holdings, offered to pay
about $120 million for the business.  The price includes enough
cash to pay first-lien debt and an amount of cash for unsecured
creditors to be negotiated with the official creditors' committee.
Aside from cash, Sun Capital made a credit bid from the $267.7
million in second-lien, pay-in-kind notes.  On Dec. 29, 2011, the
Bankruptcy Court entered an order approving the sale to Sundae
Group.  The sale closed on Jan. 9, 2012.  Friendly Ice Cream Corp.
was renamed to Amicus Wind Down Corporation following the sale.

Friendly's was one of two companies under Sun Capital's portfolio
to file for bankruptcy in a span of two days.  Mexican-food chain
Real Mex, which operates restaurants such as Chevys, filed in
Delaware bankruptcy court on Oct. 3, 2011.

In early June 2012, the Debtor won approval of its liquidating
Chapter 11 plan where unsecured creditors were told to expect a
recovery between 1.6% and 3.2%.  The plan is partly based on a
settlement where existing owner Sun Capital receives releases of
claims in return for reducing its $279 million second-lien claim
to $50 million and subordinating the remaining secured claim.


FURNITURE BRANDS: Creditors Argue for $280-Mil. KPS Bid
-------------------------------------------------------
Law360 reported that the creditors committee for the Furniture
Brands International Inc. bankruptcy on Sept. 30 blasted the
debtor's choice of a revised stalking horse bid from Oaktree
Capital Management that pushed the auction floor up to $260
million, arguing a $280 million bid from KPS Capital Partners LP
is the better choice.

According to the report, the official committee of unsecured
creditors contend that Furniture Brands' selection of the revised
bid was an improper exercise of the debtor's business judgment
because KPS's rival bid is quantitatively higher.

As previously reported by The Troubled Company Reporter, multiple
parties -- including the U.S. Trustee assigned to the Furniture
Brands International case, Brixmor Property Group, Federal Realty
Investment Trust, National Retail Properties, Weingarten Realty
Investors and Kimco Realty Corporation -- also filed with the U.S.
Bankruptcy Court separate objections to the Debtors' bidding
procedures motion.

                     About Furniture Brands

Furniture Brands International (NYSE:FBN) --
http://www.furniturebrands.com-- engages in the designing,
manufacturing, sourcing and retailing home furnishings.
Furniture Brands markets products through a wide range of
channels, including company owned Thomasville retail stores and
through interior designers, multi-line/ independent retailers and
mass merchant stores.  Furniture Brands serves its customers
through some of the best known and most respected brands in the
furniture industry, including Thomasville, Broyhill, Lane, Drexel
Heritage, Henredon, Pearson, Hickory Chair, Lane Venture,
Maitland-Smith and LaBarge.

On Sept. 9, 2013, Furniture Brands International, Inc. and 18
affiliated companies sought Chapter 11 protection (Bankr. D. Del.
Lead Case No. 13-12329).

Attorneys at Paul Hastings LLP and Young Conaway Stargatt &
Taylor, LLP, serve as counsel to the Debtors.  Alvarez and Marsal
North America, LLC, is the restructuring advisors.  Miller
Buckfire & Co., LLC is the investment Banker.  Epiq Systems Inc.
dba Epiq Bankruptcy Solutions is the claims and notice agent.

Furniture Brands' balance sheet at June 29, 2013, showed $546.73
million in total assets against $550.13 million in total
liabilities.

The company has an official creditor's committee with seven
members.  The creditors' panel includes the Pension Benefit
Guaranty Corp., Milberg Factors Inc. and five suppliers.


GARY PHILLIPS: Files Fourth Amended Reorganization Plan
-------------------------------------------------------
Gary Phillips Construction, LLC, filed with the U.S. Bankruptcy
Court for the Eastern District of Tennessee a fourth amended plan
of reorganization, which proposes to impair all classes of claims.

Unsecured non-insider creditors that are owed less than $10,000
will receive 20% of their claims, not to exceed $2,000, within 360
days of the date of confirmation.  Unsecured non-insider creditors
that are owed more than $10,000 will receive 50% of the net profit
of the Debtor for five years immediately following the
confirmation date of the Plan.

It is anticipated that total professional fees for the Debtor will
not exceed $65,000 for Hagod, Tarpy & Cox, PLLC.  Counsel for the
unsecured creditors committee estimates his fees at $45,000.  The
counsel has agreed to reduce his fee to $20,000.  Fred Leonard has
been paid $25,000 to date and it is not anticipated that there
will be further fees.  Leonard will release his lien on Lot 104 in
the Allison Hills development.  These fees will be paid only after
application to and approval by the Court.  The U.S. Trustee fee
will be paid within 30 days of confirmation or as soon as
practical.

Samuel K. Crocker, U.S. Trustee for Region 8, withdrew its
objection to the confirmation of the Debtor's Amended Chapter 11
Plan based on agreement of the parties as reflected in the Amended
Plan.  Patricia C. Foster, Esq., in Knoxville, Tennessee,
represents the U.S. Trustee.

Regions Bank also withdrew its objection to confirmation of the
Plan.  Regions Bank is represented by Walter N. Winchester, Esq. -
- wwinchester@wsfs-law.com -- at Winchester, Sellers, Foster &
Steele, P.C., in Knoxville, Tennessee.

A full-text copy of the Fourth Amended Plan, dated Sept. 30, 2013,
is available for free at:

        http://bankrupt.com/misc/GARYPHILLIPSplan0930.pdf

The hearing on the confirmation of the Plan is adjourned
indefinitely to be reset upon order of the court if necessary,
according to a notice filed in Court.

                 About Gary Phillips Construction

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

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

The second amended plan of reorganization and accompanying
disclosure statement filed in the Debtor's case provides that
unsecured non-insider creditors owed more than $10,000 will
receive 50% of the net profit of the Debtor for five years
immediately following the plan confirmation date.

The hearing to consider confirmation of Gary Phillips' Chapter 11
plan has been further continued to Sept. 30, 2013, at 9:00 a.m.,
in Greeneville, Tennessee.


GARY PHILLIPS: Has Interim Authority to Use Cash Collateral
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Tennessee
gave interim authority for Gary Phillips Construction, LLC, to
continue its operations using the cash collateral securing its
prepetition indebtedness.

                 About Gary Phillips Construction

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

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

The second amended plan of reorganization and accompanying
disclosure statement filed in the Debtor's case provides that
unsecured non-insider creditors owed more than $10,000 will
receive 50% of the net profit of the Debtor for five years
immediately following the plan confirmation date.

The hearing to consider confirmation of Gary Phillips' Chapter 11
plan has been further continued to Sept. 30, 2013, at 9:00 a.m.,
in Greeneville, Tennessee.


GATEHOUSE MEDIA: Moves Toward November Exit Plan Hearing
--------------------------------------------------------
Peg Brickley, writing for Daily Bankruptcy Review, reported that
community news conglomerate GateHouse Media Inc. on Sept. 30
sketched out its plan to shake up its nearly $1.2 billion debt
load in preparation for the launch of a new local media company
combining GateHouse's hundreds of publications with the Dow Jones
Local Media Group string of small newspapers.

                       About GateHouse Media

GateHouse Media, Inc. -- http://www.gatehousemedia.com/--
headquartered in Fairport, New York, is one of the largest
publishers of locally based print and online media in the United
States as measured by its 97 daily publications.  GateHouse Media
currently serves local audiences of more than 10 million per week
across 21 states through hundreds of community publications and
local Web sites.

As of June 30, 2013, the Company had $433.70 million in total
assets, $1.28 billion in total liabilities and a $848.85 million
total stockholders' deficit.

GateHouse Media and its affiliates sought protection under Chapter
11 of the Bankruptcy Code (Case No. 13-12503, Bankr. D.Del.) on
Sept. 27, 2013.  The case is assigned to Judge Mary F. Walrath.

The Debtors are represented by Patrick A. Jackson, Esq., and
Pauline K. Morgan, Esq., at YOUNG CONAWAY STARGATT & TAYLOR, LLP,
in Wilmington, Delaware.  Their financial advisor is Houlihan
Lokey Capital, Inc.  Epiq Bankruptcy Solutions, LLC, serves as
their claims and noticing agent.


GATEHOUSE MEDIA: Can Use Cash Collateral To Fund Ch. 11
-------------------------------------------------------
Law360 reported that a Delaware bankruptcy judge on Sept. 30 gave
community newspaper publisher GateHouse Media Inc. interim
approval to use cash collateral to fund what the company hopes
will be a short stint in Chapter 11 bankruptcy before it spins off
into a new media enterprise.

According to the report, U.S. Bankruptcy Judge Mary F. Walrath
also granted the company interim approval on a slew of other
first-day motions, including the ability to continue paying its
employees and continued use of its bank accounts.

                       About GateHouse Media

GateHouse Media, Inc. -- http://www.gatehousemedia.com/--
headquartered in Fairport, New York, is one of the largest
publishers of locally based print and online media in the United
States as measured by its 97 daily publications.  GateHouse Media
currently serves local audiences of more than 10 million per week
across 21 states through hundreds of community publications and
local Web sites.

As of June 30, 2013, the Company had $433.70 million in total
assets, $1.28 billion in total liabilities and a $848.85 million
total stockholders' deficit.

GateHouse Media and its affiliates sought protection under Chapter
11 of the Bankruptcy Code (Case No. 13-12503, Bankr. D.Del.) on
Sept. 27, 2013.  The case is assigned to Judge Mary F. Walrath.

The Debtors are represented by Patrick A. Jackson, Esq., and
Pauline K. Morgan, Esq., at YOUNG CONAWAY STARGATT & TAYLOR, LLP,
in Wilmington, Delaware.  Their financial advisor is Houlihan
Lokey Capital, Inc.  Epiq Bankruptcy Solutions, LLC, serves as
their claims and noticing agent.


GATEHOUSE MEDIA: S&P Cuts Corp Credit Rating to D on Ch. 11 Filing
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on U.S. local newspaper publisher GateHouse Media Operating
Inc. to 'D' from 'CCC-'.

In addition, S&P lowered its issue-level rating on the company's
senior secured credit facility to 'D' from 'CC'.  S&P's recovery
ratings on the company's debt issues remain unchanged.

Total debt outstanding was $1.17 billion as of June 30, 2013.

The downgrade follows GateHouse's late-September 2013 voluntary
Chapter 11 bankruptcy filing, with a prepackaged plan of
organization.  The current capital structure is unsustainable,
with a debt-to-EBITDA ratio of 16x, given S&P's expectation that
newspaper advertising will decline for the foreseeable future.
All of the company's debt matures in August 2014 and is trading at
a distressed yield, making the costs of refinancing prohibitive.

GateHouse's 78 daily local newspapers are experiencing a long-term
decline in advertising market share to online sources.
Profitability remains below the peer group average, and the
company has fewer options to continue to reduce costs, given its
dispersed operations.


GELT PROPERTIES: Can Access Cash Collateral Until Oct. 31
---------------------------------------------------------
In a fourteenth interim dated Sept. 30, 2013, the U.S. Bankruptcy
Court for the Eastern District of Pennsylvania authorized Gelt
Properties, LLC, et al., to use cash collateral of the Lenders,
with the exception of Vist Bank, National Penn Bank, Bucks County
Beneficial Mutual Savings Bank, until Oct. 31, 2013.

The lenders are granted replacement liens.

A further interim hearing on the use of cash collateral will be
held on Oct. 29, 2013, at 11:00 a.m.

                       About Gelt Properties

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

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

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

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

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


GELT PROPERTIES: Court Sets Oct. 18 Hearing on Stay Relief Motion
-----------------------------------------------------------------
The hearing on Creditor Pro Capital Fund I, L.L.C.'s motion to
modify the automatic stay to permit it to foreclose on its tax
lien certificates on these real properties owned by Gelt
Properties, LLC: 1) 108 E. Ingham Avenue, Block 8505, Lot 20,
Trenton, New Jersey; and 2) 1020 Hudson Street, Block 17105, Lot
15, Trenton, New Jersey, will be held on Oct. 18, 2013, at 11:00
a.m.

As reported in the TCR on Aug. 21, 2013, Pro Capital is the holder
of three New Jersey tax lien certificates which are liens on the
premises.  According to Pro Capital, the Debtor failed to make
payments to discharge the tax lien certificate and has failed to
pay postpetition taxes on the property since the filing of the
Petition, or has failed to do both.

According to PRO Capital, the adequate protection of the interest
is lacking.

                       About Gelt Properties

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

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

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

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

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


GELT PROPERTIES: Wants Loan Maturity Extended Until Jan. 1
----------------------------------------------------------
Gelt Properties, LLC, asks the U.S. Bankruptcy Court for the
Eastern District of Pennsylvania for authority to extend the
maturity date on certain of the loans with Fox Chase Bank which
have matured, from June 1, 2013, to Jan. 1, 2014.  Fox Chase Bank
consents to this extension.  The hearing on the motion is
scheduled for Oct. 16, 2013, at 11:00 a.m.

                       About Gelt Properties

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

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

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

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

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


GELT PROPERTIES: Creditors' Panel Hires Eckert Seamans as Counsel
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
Chapter 11 cases of Gelt Properties LLC and Gelt Financial
Corporation seeks permission from the U.S. Bankruptcy Court for
the Eastern District of Pennsylvania to retain Eckert Seamans
Cherin & Mellott, LLC, as counsel for the Committee, nunc pro tunc
to June 24, 2013.

The Committee requires Eckert Seamans to provide these services:

   (a) advice with respect to the Committee's duties,
       responsibilities and powers in these cases;

   (b) investigation and analysis of the acts, conduct, and
       financial condition of the Debtors, its assets and
       liabilities, the operation of its business, the
       desirability of appointment of a trustee or an examiner, or
       conversion of the cases under Chapter 7, and the
       feasibility of a Chapter 11 plan;

   (c) consultations, discussions, and negotiations with the
       trustee or Debtors-in-possession, and other interested
       parties concerning the administration of the cases, and the
       provisions of a Chapter 11 plan;

   (d) investigation, analysis, and evaluation of potential claims
       of the estates, including claims for recovery of avoidable
       transfers under the Bankruptcy Code;

   (e) the desirability of post-petition financing arrangements
       presently or hereafter proposed by the Debtors;

   (f) the desirability of proposed sales of assets of the Debtors
       and distribution of any proceeds thereof;

   (g) representation of the Committee at any hearings or
       conferences with regard to administration of cases, and the
       preparation and filing of appropriate papers in connection
       therewith;

   (h) preparation and filing of such motions, complaints,
       applications, and other pleadings and papers as may be
       appropriate to represent the Committee herein; and

   (j) representation and assistance with regard to any and all
       other matters relating to administration of the cases,
       operation of the Debtors' businesses, and protection of the
       rights and positions of the unsecured creditors and the
       estates.

Eckert Seamans will be paid at these hourly rates:

       Paul J. Schoff            $375
       Other Partners            $200 to $640
       Other Associates          $165 to $370
       Paraprofessionals         $110 to $215

Eckert Seamans will also be reimbursed for reasonable out-of-
pocket expenses incurred.

Paul J. Schoff, Esq., member of Eckert Seamans, assured the Court
that the firm is a "disinterested person" as the term is defined
in Section 101(14) of the Bankruptcy Code and does not represent
any interest adverse to the Debtors and their estates.

The Committee's proposed counsel can be reached at:

       Paul J. Schoff, Esq.
       ECKERT SEAMANS CHERIN & MELLOTT, LLC
       Two Liberty Place
       50 South 16th Street, 22nd Floor
       Philadelphia, PA 19102
       Tel: (215) 851-8506
       Fax: (215) 851-8383
       E-mail: pschoff@eckertseamans.com

                     About Gelt Properties

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

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

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

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

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


GENERAL MOTORS: Not Liable for Pre-Bankruptcy Settlement
--------------------------------------------------------
Law360 reported that General Motors LLC is not liable for a
settlement its pre-bankruptcy predecessor reached in a consumer
class action over faulty transmissions, a New York federal judge
ruled on Sept. 30.

According to the report, U.S. District Judge Jesse M. Furman said
General Motors, known as New GM, does not have to honor an
estimated $61 million settlement Old GM reached over defective
transmissions in some 2002 to 2005 Saturn cars made by the
automaker. The judge's decision upholds a ruling from U.S.
Bankruptcy Judge Robert E. Gerber.

The case is In Re: Motors Liquidation Company, Case No. 1:12-cv-
04948 (S.D.N.Y.) before Judge Jesse M. Furman.  The Appeal was
filed on June 25, 2012.

                       About General Motors

With its global headquarters in Detroit, Michigan, General Motors
Company (NYSE:GM, TSX: GMM) -- http://www.gm.com/-- is one of
the world's largest automakers, traces its roots back to 1908.
GM employs 208,000 people in every major region of the world and
does business in more than 120 countries.  GM and its strategic
partners produce cars and trucks in 30 countries, and sell and
service these vehicles through the following brands: Baojun,
Buick, Cadillac, Chevrolet, GMC, Daewoo, Holden, Isuzu, Jiefang,
Opel, Vauxhall, and Wuling.  GM's largest national market is
China, followed by the United States, Brazil, the United Kingdom,
Germany, Canada, and Italy.  GM's OnStar subsidiary is the
industry leader in vehicle safety, security and information
services.

General Motors Co. was formed to acquire the operations of
General Motors Corp. through a sale under 11 U.S.C. Sec. 363
following Old GM's bankruptcy filing.  The U.S. government once
owned as much as 60.8% stake in New GM on account of the
financing it provided to the bankrupt entity.  The deal was
closed July 10, 2009, and Old GM changed its name to Motors
Liquidation Co.

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

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

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


GMX RESOURCES: Exclusive Period Extension Sought
------------------------------------------------
BankruptcyData reported that GMX Resources filed with the U.S.
Bankruptcy Court a second motion to extend the exclusive period
during which the Company can file a Chapter 11 plan and solicit
acceptances thereof through and including December 12, 2013 and
February 12, 2014, respectively.

The motion explains, "The Debtors, through this Motion, are not
seeking to engage in unreasonable delays or to pressure their
creditors or other constituents.  Instead, they are seeking the
requested extensions in order to continue their reorganization
process, including finalizing negotiations with the Committee and
Steering Committee and drafting the plan of reorganization."

The Court scheduled an Oct. 22, 2013 hearing to consider the
motion.

                        About GMX Resources

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

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

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

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

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

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


GUAM WATERWORKS: Fitch Affirms 'BB' Revenue Bonds Rating
--------------------------------------------------------
Fitch Ratings has affirmed the following rating for Guam
Waterworks Authority (GWA):

-- $207.3 million outstanding water and wastewater revenue
   bonds at 'BB'.

The Rating Outlook is Stable.

Security

The bonds are secured by a senior lien on the authority's net
system revenues.

Key Rating Drivers

Financial Reserves Currently Adequate: GWA's financial
performance, while historically weak, has improved as a result of
actions by GWA's ratemaking bodies. Fitch calculated coverage was
down slightly in fiscal 2012 from the prior two years, but gains
are projected for fiscal 2013.

Elevated Debt and Capital Pressures: Debt levels are high and
significant capital needs remain to meet ongoing regulatory
requirements, which could challenge future financial results. In
addition, additional capital outlays will ultimately be needed to
meet expected military build-up demands. While there is some
expectation that a portion of GWA's capital needs will be funded
by the U.S. Department of Defense (DOD), the federal budget debate
has created significant uncertainty as to timing and amount. Fitch
expects GWA to issue bonds in fall 2013.

Political Willingness To Raise Rates: Rates have escalated
significantly over the last several years to high levels in order
to support GWA's capital improvement program (CIP). Significant
additional rate hikes will be necessary, which will further
pressure customers and could test the political will of the
Consolidated Commission on Utilities (CCU, GWA's governing body),
the Public Utility Commission (PUC), and the Guam government.

Recent Positive Actions: Management has made substantial progress
to date in addressing remedial actions and improving operating
performance.

Limited Economic Profile: The service territory is isolated and
limited and has a history of natural disasters.

Rating Sensitivities

Deteriorating Financials: Given the extensive capital needs facing
the system, any erosion in financial metrics would make it more
difficult to meet long-term capital and regulatory requirements
and would likely pressure the rating further.

Clarity On Military Build-Up: Clarity regarding DOD spending and
assistance to GWA in meeting capital requirements should help
identify long-term rate pressures.

Credit Profile

Governance Changes Have Improved Operations
The system historically has been plagued by weak financial
performance and violations of the federal Clean Water Act (CWA)
and Safe Drinking Water Act (SDWA), which necessitated involvement
at the federal regulatory level. Since 2002, when the authority's
governance was changed from an appointed board to an elected
governing board, significant strides have been made towards
returning the system to regulatory compliance and ensuring stable
operations. Nevertheless, significant challenges persist which
will pressure utility operations for the foreseeable future.

Fiscal 2012 Coverage Down Slightly
To boost coverage to meet PUC's 1.75x DSC target for GWA, the CCU
and PUC approved a 13% base rate hike for fiscal 2012. Given that
sales continue to be weaker than expected, GWA has implemented
various cost control measures. On a Fitch-calculated basis, senior
lien debt service coverage (DSC) declined to 1.4x in fiscal 2012
from 1.5x the prior year, which was primarily due to U.S.
government-related expenditures of $2.2 million. Otherwise, DSC
would have been 1.7x. GWA's indenture compliant calculation, which
adjusts certain revenues and expenditures on the income statement,
showed DSC of 2.0x. Days cash on hand remained flat at 170
compared to 164 in 2011.

Gains Projected For Fiscal 2013
GWA's fiscal 2013 budget includes a 6% increase in operating
expenditures (up $4.4 million) from the adopted fiscal 2012
budget; debt service costs are flat for the year. The spending
increase is driven by several components, the largest of which is
an escalation in administrative and general costs ($2.6 million or
200% increase). These costs are rising largely as a result of
higher chemical and biosolids disposal charges related to a
recently approved consent decree (the CD).

To support rising costs, the budget also included an 8% base rate
increase and various surcharges. However, the base rate was
increased by 6.1% as the revenue increase from new meter
installation was higher than anticipated. GWA forecast senior DSC
of roughly 1.9x for fiscal 2013 based on budgeted figures. Based
on 9 months of operating results, revenues have increased faster
than expenditures and generated coverage of 2.4x (using GWA's
coverage calculation).

Commitment To Raising Rates
The CCU and PUC have demonstrated a commitment to raising rates
over the last several years to enhance system financial
performance. They approved cumulative increases of over 60% since
fiscal 2007, excluding the adjustments for fiscal 2013. While
residential charges are currently high at an estimated 2.4% of
median household income, GWA's ratemaking bodies' continued
commitment to rate hikes should lead to further improvement in
financial results.

GWA filed a five-year rate proposal with the PUC and expects a
response in October to cover fiscal 2014 through 2018. The
proposed base rate increases range from 9% to 17.5% annually with
additional surcharges. Customer growth is projected at 2% per
year.

Regulatory Capital Needs Will Challenge Future Results
Despite improved financial performance, GWA faces significant
capital needs to meet regulatory requirements. In 2003 the
authority negotiated a stipulated order (SO) with the EPA as a
result of violations to the CWA and SDWA. To date GWA has
completed the vast majority of deliverables associated with the
SO, and remaining items are addressed in the fiscal 2014-2018 CIP.
However, to cure system-wide deficiencies and ensure ongoing
regulatory compliance, a CD was filed with the court in Nov. 2011,
which amended the SO and added several major projects.

Projects included in the CD are expected to cost $313 million over
the next five years, in addition to $60.5 million in other capital
projects, and are required to be completed by 2018. The CD was not
unexpected, but the timeframe is accelerated from what GWA
initially proposed to regulators, which called for a 10-20 year
completion period. As a result of the CD projects, the fiscal
2012-2016 CIP increased over $100 million from the fiscal 2011-
2015 CIP and will necessitate additional borrowing. The new rate
plan is expected to include significant increases for fiscals
2014-2018 to support proposed additional debt issuances. GWA is
expected to seek authorization for $495 million in additional
borrowing, including a bond issuance later this year.

Military Build-Up Delayed
Given the delay in military troop build-up, the GWA does not
expect any of the CD capital requirements to be funded by the DOD
as previously anticipated. In part due to the nation's current
budget debate, there is great uncertainty as to troop levels,
timing, and amounts that will be available to assist GWA in
preparing for the additional system demands. As such, the current
CIP is independent in timing and scope of the buildup.

Currently, the DOD build-up is expected to result in an increase
of 5,000 military personnel over the next three to four years.
This is less than previous estimates of an ultimate increase to
the island's permanent population of around 32,000 people
(approximately a 20% increase from the current level) as part of a
relocation of troops from Japan.

GWA and the DOD have been working together to identify system
needs and funding resources to service the military's influx. To
facilitate the relocation of troops, Japan passed legislation
approving a $420 million loan to GWA that would assist with GWA's
expansion needs and also provide for upgrades to GWA's two major
wastewater treatment plants. However, the loan was contingent upon
GWA's execution of a customer service agreement with DOD to
support the loan. Due to lack of action by DOD, the loan was
forfeited. However, GWA expects any funding related to the buildup
to be provided by DOD and Japan.

Over the long-term the system will be pressured if some of the
significant funding requirements to upgrade its wastewater
treatment plants to secondary treatment are not provided by the
DOD and/or Japan as part of a military buildup. GWA is currently
in discussion with EPA regarding scope and timeline of the move
toward secondary treatment implementation and expects to be
allowed a 15- to 20-year timeframe.


HARVEST GROUP: Enters Receivership, Monitor Confirms
----------------------------------------------------
Collin Gallant at Medicine Hat News reports that a huge proposed
land development in Medicine Hat, in southeast Alberta, Canada,
has entered receivership -- a move many of the investors in
Cimarron Lands said was inevitable since the company and a number
of related interests entered court protection last year.

According to the report, lawyers for the Harvest Group Limited
Partnership as well as the court-appointed monitor confirmed that
the companies, as well as the number company in charge of the 60-
acre proposed community in south Medicine Hat, were placed into
receivership in Court of Queens Bench.

The report notes that the sale of half the property -- one 30-acre
parcel -- by a mortgage holder was also approved, though a lack of
interest in the second, equally-sized parcel was cited.

The report relates that the issue is part of a much larger
creditor protection action involving land development entities
under the control of Foundation Group of Companies and Lethbridge-
based head Ron Aitkens.

The report discloses that a class civil lawsuit launched by
investors in the spring seeks US$250 million in damages from
principals in the company, alleging it was operated in such a way
to obscure poor financial results and new companies were created
to attract investment to pay dividends in others.  The claims have
not been proven in a court of law.

In late June the court-appointed monitor applied for an extension
to attempt to sell the Cimarron land in order to bolster proceeds
for creditors, the report discloses.

The report relates that to a monitor's report included in court
documents filed on Sept. 25, the next logical step was to put the
assets in receivership, it argued.

Spokesman for the law office representing the Harvest Group
Limited Partnership and Alberta numbered company 1610822,
confirmed that occurred along with a number of requests for
extensions on development projects elsewhere in B.C. and Alberta,
the report notes.

The report discloses that locally one mortgage holder asked the
court to approve a $1.4-million sale of one 30-acre lot in
Medicine Hat that was foreclosed upon in April by secured creditor
B2B Trust ? a subsidiary of Laurentian Bank of Canada.

The report notes that a real estate listing for the eastern
portion of the Cimarron land was updated a few weeks ago came with
an asking price of US$2.4 million for the 29-acre parcel.

The report relates that the major creditor is Foundation Mortgage
"2?, a company also under the direction of Aitkens, and part of
the multi-company court creditor action.

The report relays that Foundation Mortgage investors are owed a
total of $31 million ? including about 40 local bondholders who
held various stakes ranging from US$10,000 to US$150,000.

The report adds that other major creditors for Cimarron include
Medican Developments, which originally owned the land, for
US$780,000, planning firm Scheffer Andrew Ltd, for US$278,000, and
an unspecified amount to the Hatview Dairy.

The report discloses that all together, the Harvest General
partnership owes about $11.5 million to either Foundation Mortgage
or Foundation Mortgage "2? for various developments.


HGIM CORP: S&P Retains 'B' CCR Following Credit Facility Add-Ons
----------------------------------------------------------------
Standard & Poor's Ratings Services said that HGIM Corp.'s proposed
$250 million add on to its $600 million term loan B due 2020 and
its proposed $30 million add on to its $250 million revolving
credit facility due 2018 would not affect the 'B' corporate credit
rating or senior secured issue-level rating on the company.  The
recovery rating on this debt will remain '3', indicating S&P's
expectation of meaningful (50% to 70%) recovery in the event of a
payment default.  This brings the new total on the term loan B to
$850 million and the new total on the revolving credit facility to
$280 million.  HGIM is also adding $100 million to its existing
$150 million term loan A due 2018(not rated).  HGIM is using the
proceeds from the offering to fund its acquisition of offshore
supply vessels from Abdon Callais Offshore.

The ratings on HGIM reflect S&P's assessment of the company's
elevated debt leverage measures, acquisitive track record,
aggressive new build spending program, and substantial geographic
and customer concentration.  The ratings benefit from HGIM's young
and sophisticated fleet, as well as the company's willingness to
enter into long-term contracts with operators.  S&P assess the
business risk profile to be "weak", the financial risk profile
"highly leveraged", and liquidity "adequate".

For the complete recovery analysis, see Standard & Poor's recovery
report published June 5, 2013, on RatingsDirect.

Ratings List

HGIM Corp.
Corporate Credit Rating                            B/Stable/--

Ratings Affirmed
HGIM Corp.
$850 mil. term loan B                              B
  Recovery Rating                                   3
$280 mil revolving credit facility                 B
  Recovery Rating                                   3


HOLT DEVELOPMENT: Can Use Heritage's Cash Collateral Until Nov. 12
------------------------------------------------------------------
In a second agreed cash collateral order signed Sept. 18, 2013,
the U.S. Bankruptcy Court for the Middle District of Tennessee
authorized Holt Development Co., LLC, to continue using cash
collateral of secured creditor Heritage Bank up to and including
Nov. 12, 2013, subject to the same reporting and budgeting
requirements described in the first agreed cash collateral order.

The Court will conduct a final hearing on the Joint Motion and the
Debtor's authority to use cash collateral on Nov. 12, 2013, at
9:00 a.m.

As reported in the TCR on Sept. 17, 2013, the Bankruptcy Court
entered an agreed interim order authorizing the Debtor to use
Heritage's cash collateral through Sept. 17, 2013, pursuant to the
approved budget.  A 10% variance on any line item expenditure in
the budget will be allowed.

To secure the use of cash collateral, Heritage will have and is
granted valid and perfected Replacement Liens in and upon all of
the existing and future assets and properties of Debtor, whether
acquired prior to, concurrently with or after the filing of the
petition commencing Debtor's Chapter 11 case, to the same extent
that the lender's prepetition liens and security interests secured
the indebtedness and encumbered the lender collateral and/or the
cash collateral.

A copy of the First Agreed Cash Collateral Order is available at:

      http://bankrupt.com/misc/holtdevelopment.doc46.pdf

                      About Holt Development

Holt Development Co., LLC, filed a Chapter 11 petition (Bankr.
M.D. Tenn. Case No. 13-06154) on July 16, 2013.  The petition was
signed by Dannie R. Holt as chief manager.  Judge Randal S.
Mashburn presides over the case.  Gullett, Sanford, Robinson &
Martin, PLLC, serves as the Debtor's counsel.  The Debtor
estimated assets of at least $10 million and debts of at least
$1 million.

In its schedules, the Debtor disclosed $12,577,049 in assets and
$10,342,933 in liabilities as of the Petition Date.  The Debtor is
in the business of developing improved and unimproved properties
in Pleasant View, Cheatham County, Tennessee.


HOSTESS BRANDS: Unions Lose Fight to Prioritize Pensions
--------------------------------------------------------
Law360 reported that a New York federal judge refused on Sept. 30
to order the bankrupt company formerly known as Hostess Brands
Inc. to prioritize its employee pension obligations above debts to
other creditors, rejecting an appeal from Hostess' one-time union.

According to the report, U.S. District Judge Edgardo Ramos said
Hostess' pension fund contributions do not have to be treated as a
so-called administrative expense in Hostess' bankruptcy.

Administrative expenses, a category that includes things like
necessary wages, get first priority in a bankruptcy, as opposed to
debts owed to other creditors, the report related.

The case is In Re: Hostess Brands, Inc., Case No. 1:12-cv-05708
(S.D.N.Y.) before Judge Edgardo Ramos.  The Appeal was filed on
July 25, 2012.


IBIO INC: Incurs $6.2-Mil. Net Loss in Fiscal 2013
--------------------------------------------------
iBio, Inc., filed with the U.S. Securities and Exchange Commission
on Sept. 30, 2013, its annual report on Form 10-K for the fiscal
year ended June 30, 2013.

CohnReznick LLP, in Eatontown, New Jersey, expressed substantial
doubt about the Company's ability to continue as going concern,
citing that the the Company has incurred net losses and negative
cash flows from operating activities for the years ended June 30,
2013, and 2012, and has an accumulated deficit as of June 30,
2013.

The Company reported a net loss of $6.2 million on $1.0 million of
revenues in fiscal 2013, compared with a net loss of $5.7 million
on $1.3 million of revenues in fiscal 2012.

The Company's balance sheet at June 30, 2013, showed $9.4 million
in total assets, $4.3 million in total liabilities, and
stockholders' equity of $5.1 million.

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

Newark, Del.-based iBio, Inc., is a biotechnology company focused
on commercializing its proprietary platform technologies: the
iBioLaunch(TM) platform for vaccines and therapeutic proteins, and
the iBioModulator(TM) platform for vaccine enhancement.


IMAGE LIKENESS: IRS May Collect Tax Liabilities for 1996-1997
-------------------------------------------------------------
Senior District Judge Garland E. Burrell granted the U.S.
Government's motion for summary judgment to reduce to judgment tax
assessments for the taxable years ending December 31, 1996, and
December 31, 1997, against Stanley K. Burrell; Stephanie d.
Burrell; and Image, Likeness, Power LLC.

The U.S. government is directed to submit a proposed judgment,
including the amount of judgment and supporting calculations,
without delay.  The Burrells and Image Likeness may file an
objection to the amounts set forth in proposed judgment.

The case is UNITED STATES OF AMERICA, Plaintiff, v. STANLEY K.
BURRELL; STEPHANIE D. BURRELL; IMAGE, LIKENESS, POWER LLC,
Defendants, Case No. 2:11-CV-030079-GEB-EFB (E.D. Calif.).  A copy
of the District Court's Aug. 29, 2013 order is available at
http://is.gd/8CgT4Cfrom Leagle.com.

Stanley K. Burrell, Stephanie D. Burrell, and Image, Likeness,
Power LLC filed a voluntary Chapter 11 petition on April 1, 1996
in the U.S. Bankruptcy Court for the Northern District of
California.  The case was converted to a Chapter 7 proceeding on
Sept. 23, 1998.

The Internal Revenue Service, in January 1998, asserted that the
Burrells and Image Likeness incurred federal income tax
liabilities for taxable years 199601997.  The Chapter 7 conversion
of the case prevented the IRS from collecting the 1996-1997 tax
liabilities since they were treated as prepetition.


INTEGRATED BIOPHARMA: Posts $93,000 Net Income in Fiscal 2013
-------------------------------------------------------------
Integrated Biopharma, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing net
income of $93,000 on $33.62 million of net sales for the fiscal
year ended June 30, 2013, as compared with a net loss of
$2.71 million on $36.60 million of net sales during the prior
fiscal year.

The Company's balance sheet at June 30, 2013, showed $12.61
million in total assets, $22.90 million in total liabilities and a
$10.29 million total stockholders' deficiency.

"At June 30, 2013, we had cash of approximately $55,000 and a
working capital deficit of approximately $2.5 million.  Our
working capital deficit includes (i) $4.5 million outstanding
under our revolving line of credit which is not due until July
2017, but is classified as current due to a subjective
acceleration clause that could cause the advances to become
currently due and (ii) $0.3 million in long term debt which is
also classified as current due to a prepayment provision in
connection with our term loan with PNC Bank, National Association.
These factors have raised substantial doubt as to our ability to
continue as a going concern in previous years and we may continue
to generate net losses for the foreseeable future.  Although we
were able to achieve profitability, we did not do so until the
fourth quarter of our fiscal year ended June 30, 2013.  We cannot
assure that we will remain profitable, although we have taken
several actions to correct the continued losses, including
reducing our selling and administrative expenses by approximately
$3.7 million or 46% and refinancing our debt to, among other
things, provide for a maturity of 5 years, with approximately 4
years remaining as of June 30, 2013," the Company said in the
Report.

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

                        http://is.gd/DbCU9Z

                    About Integrated BioPharma

Based in Hillside, N.J., Integrated BioPharma, Inc. (INBP.OB) --
-- http://www.healthproductscorp.us/-- is engaged primarily in
manufacturing, distributing, marketing and sales of vitamins,
nutritional supplements and herbal products.  The Company's
customers are located primarily in the United States.  The Company
was previously known as Integrated Health Technologies, Inc., and,
prior to that, as Chem International, Inc.  The Company was
reincorporated in its current form in Delaware in 1995.  The
Company continues to do business as Chem International, Inc., with
certain of its customers and certain vendors.


ISAACSON STEEL: Case Conversion Hearing Moved to Oct. 28
--------------------------------------------------------
The Bankruptcy Court moved to Oct. 28, 2013, at 9:00 AM, the
hearing on the U.S. Trustee's motion to convert Chapter 11 cases
of Isaacson Structural Steel, Inc., et al., to cases under Chapter
7 of the Bankruptcy Code.

As reported by the TCR on April 5, 2013, the U.S. Trustee sought
for the conversion of the cases so that a disinterested trustee
may promptly investigate claims against third parties, including
insiders or affiliates of the Debtors, or parties related to
insiders or affiliates of the Debtors.

According to the U.S. Trustee, a disinterested trustee is needed
to review the Debtors' conduct as recent pleadings filed with the
Court disclose the existence of a federal Grand Jury and other
fraud investigation underway by the U.S. Attorney for the District
of Vermont.

               About Isaacson Structural Steel, Inc.

Based in Berlin, New Hampshire, Isaacson Structural Steel, Inc.,
and affiliate Isaacson Steel, Inc., filed separate Chapter 11
bankruptcy petitions (Bankr. D. N.H. Case Nos. 11-12416 and
11-12415) on June 22, 2011.

Isaacson Structural Steel estimated both assets and debts of
$10 million to $50 million.  Isaacson Steel estimated assets and
debts of $1 million to $10 million.  The petitions were signed by
Arnold P. Hanson, Jr., president.

Bankruptcy Judge J. Michael Deasy presides over the cases.
William S. Gannon, Esq., Esq., at William S. Gannon PLLC, in
Manchester, New Hampshire, represents the Debtors as counsel.  The
Debtors retained General Capital Partners, LLC to act as their
investment banker.

An official committee of unsecured creditors has been appointed in
Isaacson Structural Steel's case.  Daniel W. Sklar, Esq., at Nixon
Peabody LLP, in Manchester, represents the Committee.  Mesirow
Financial Consultants also advises the Committee.

New Hampshire Business Finance Authority is represented by:

         George E. Marcus, Esq.
         MARCUS, CLEGG & MISTRETTA
         One Canal Plaza, Suite 600
         Portland, Maine 04101
         E-mail: gmarcus@mcm-law.com

Turner Construction, Inc., is represented by:

         D. Ethan Jeffery, Esq.
         MURPHY & KING, P.C.
         One Beacon Street, 21st Floor
         Boston, MA 02108
         E-mail: dej@murphyking.com

Passumpsic Savings Bank is represented by:

         Daniel P. Luker, Esq.
         PRETI FLAHERTY PACHIOS & BELIVEAU, PLLP
         57 North Main Street
         Concord, NH 03302-1318
         E-mail: dluker@preti.com


JAMES RIVER: Capital Ventures Held 5.2% Equity Stake at Sept. 19
----------------------------------------------------------------
In a Schedule 13G filed with the U.S. Securities and Exchange
Commission, Capital Ventures International and its affiliates
disclosed that as of Sept. 19, 2013, they beneficially owned
1,948,811 shares of common stock of James River Coal Company
representing 5.2 percent of the shares outstanding.  A copy of the
regulatory filing is available for free at http://is.gd/6BQeuB

                        About James River

Headquartered in Richmond, Virginia, James River Coal Company
(NasdaqGM: JRCC) -- http://www.jamesrivercoal.com/-- mines,
processes and sells bituminous steam and industrial-grade coal
primarily to electric utility companies and industrial customers.
The company's mining operations are managed through six operating
subsidiaries located throughout eastern Kentucky and in southern
Indiana.

James River reported a net loss of $138.90 million in 2012,
as compared with a net loss of $39.08 million in 2011.  The
Company's balance sheet at March 31, 2013, showed $1.16 billion in
total assets, $944.75 million in total liabilities and $215.26
million in total shareholders' equity.

                           *     *     *

In the May 24, 2013, edition of the TCR, Moody's Investors Service
downgraded James River Coal Company's Corporate Family Rating to
Caa2 from Caa1.

"While the company continues to take actions to reposition
operations and shore up its balance sheet, we expect external
factors will preclude James River from maintaining credit measures
and liquidity consistent with the Caa1 rating level," said Ben
Nelson, Moody's lead analyst for James River Coal Company.

As reported by the TCR on Nov. 19, 2012, Standard & Poor's Ratings
Services raised its corporate credit rating on Richmond, Va.-based
James River Coal Co. to 'CCC' from 'SD' (selective default).

"We raised our rating on James River Coal because we understand
that the company has stopped repurchasing its debt at deep
discounts, for the time being," said credit analyst Megan
Johnston.


JEFFERSON TOWNHOUSE: Tranzon Auctioning 2nd Lien Note This Month
----------------------------------------------------------------
By order of the U.S. Bankruptcy Court for the Eastern District of
Virginia, Tranzon is accepting on-line bids for the purchase of a
second-lien note secured by a 93% occupied, 218-unit multifamily
property located in Richmond, Va., and owned by Jefferson
Townhouse Corporation.  Jefferson is liquidating its estate under
chapter 7 of the U.S. Bankruptcy Code.  Tranzon is making an
Offering Memorandum, copies of the loan documents, and relevant
due diligence materials available at http://www.tranzon.com/and
the auction is identified as Property No. FX1736.  On-line bidding
starts at 10:00 a.m., Eastern Time, on Oct. 23, 2013, and ends at
3:00 p.m. on Oct. 24, 2013.  For additional information about the
auction, contact:

          Jared Levin
          Tranzon Fox
          121 Pennsylvania Avenue
          Virginia Beach, VA 23462
          Telephone (804) 241-2402
          E-mail: jaredlevin@tranzon.com

Jefferson Townhouse Corporation sought protection from its
creditors under chapter 7 of the U.S. Bankruptcy Code (Bankr. E.D.
Va. Case No. 09-33422) on May 29, 2009.  The Chapter 7 Trustee
overseeing the liquidation of the Debtor's estate is:

          Bruce E. Robinson, Esq.
          417 E. Atlantic Street
          P.O. Box 538
          South Hill, VA 23970-0538
          Telephone (434) 447-7922
          E-mail: bruce.robinsontr@gmail.com

At the time of the bankruptcy filing, the Debtor estimated that
funds will be available to pay a dividend to unsecured creditors.


JHK INVESTMENT: CBIZ MHM to Prepare 2012 Tax Returns
----------------------------------------------------
JHK Investments, LLC filed a motion with the U.S. Bankruptcy
Court, seeking permission to modify the scope of retention of the
Debtor's accountants, CBIZ MHM, LLC and the terms of engagement.

The Debtor and CBIZ seek to broaden the scope of the engagement to
include preparation of federal and state tax returns for the year
2012.  CBIZ and the Debtor estimate that the additional costs of
these services will not exceed $12,000.

The prior retention order contained a cap of $12,000 for services
rendered in connection with the original engagement of CBIZ.
Based upon this additional work, the Debtor requests the cap
required by Local Rule be increased by $12,000.

The firm's rates are:

    Professional                              Rates
    ------------                              -----
    Managing Directors and Directors         $410-$695
    Seniors Managers and Managers            $315-$450
    Seniors and Staff                        $100-$350

Hearing on the motion is set for Oct. 8, 2013 at 10:00 a.m.

                       About JHK Investments

JHK Investments, LLC, filed a Chapter 11 petition (Bankr. D. Conn.
Case No. 12-51608) in Bridgeport, Conn., on Aug. 29, estimating
under $100 million in assets and more than $10 million in
liabilities.  James Berman, Esq., Lawrence S. Grossman, Esq.,
Craig I. Lifland, Esq., and Aaron Romney, Esq., at Zeisler &
Zeisler, P.C., represent the Debtor.

Westport, Connecticut-based JHK is an investment company founded
by the former senior management team of United States Surgical
Corporation.  Founded by Leon C. Hirsch in 1963, USSC became a
global medical device manufacturer with sales exceeding
$1.2 billion and employing $4,000 Connecticut residents.  The
Debtor disclosed $38,690,639 in assets and $32,127,278 in
liabilities as of the Chapter 11 filing.

Following the success of USSC, Mr. Hirsch and two other senior
USSC executives created JHK in order to produce and develop new
markets and penetrate established markets throughout the world for
high-tech medical devices.  JHK owns equity in several start-up
medical subsidiaries.  The start-ups include Interventional
Therapies, LLC, Auditory Licensing Company, LLC, Biowave
Corporation, Gorham Enterprises, LLC, and American Bicycle Group,
LLC.

Bay City claims to be owed $31 million for funding provided to the
Debtor since January 2011.  The principals at JHK -- Mr. Hirsch,
Turi Josefsen, and Robert A. Knarr -- guaranteed JHK's
obligations, pledged the property in Wilton, Connecticut to secure
obligations under the guaranty, and pledged all equity interests
of JHK.

In March 2012, Eleuthera, in its capacity as administrative agent
for Bay City, declared an event of default as a result of the
passage of the maturity date and the failure to pay the entire
amount outstanding.  On Aug. 28, 2012, Bay City and Eleuthera
purported to exercise the pledge agreements insofar as they
purported to register the Principals' interest in JHK in the name
of Eleuthera, as nominee for Bay City, and purported to reserve
their right to exercise voting rights in JHK.


K-V PHARMACEUTICAL: Senior Noteholders Not Entitled to Interest
---------------------------------------------------------------
The case SILVER POINT FINANCE, LLC, WHITEBOX ADVISORS, LLC,
PIONEER INVESTMENT MANAGEMENT, INC., AND WILMINGTON TRUST,
NATIONAL ASSOCIATION, solely as Trustee for the K-V Pharmaceutical
Company 12% Senior Secured Notes due 2015, Plaintiffs, v. DEUTSCHE
BANK TRUST COMPANY AMERICAS, solely as Trustee for the K-V
Pharmaceutical Company 2.5% Contingent Convertible Subordinated
Notes due 2033, Defendant, and THE OFFICIAL COMMITTEE OF UNSECURED
CREDITORS OF K-V DISCOVERY SOLUTIONS, INC., et al., Intervenor
Defendant, Adv. Pro. No. 13-1381 (ALG) -- primarily involves the
construction of one clause and one term in a Convertible Notes
Indenture.

One is the italicized clause, "including, with respect to the
Credit Facility, all interest accrued subsequent to the
commencement of any bankruptcy or similar proceeding, whether or
not a claim for post-petition interest is allowable as a claim in
any such proceeding." The other is the definition of one of the
terms used in that clause, "Credit Facility."

K-V Pharmaceutical Company issued $200 million of 2.5% Contingent
Convertible Subordinated Notes due 2033 pursuant to an indenture,
dated as of May 16, 2003 with Deutsche Bank Trust Company
Americas, as trustee.

In an Aug. 27, 2013 Memorandum Decision and Order, Bankruptcy
Judge Allan L. Gropper declared that the Senior Noteholders
cannot, under the subordination provisions of the Senior Notes
Indenture, recover postpetition interest from the distribution to
the Convertible Noteholders.

A copy of Judge Gropper's Aug. 27, 2013 Memorandum Decision and
Order is availablet at http://is.gd/kOv8NDfrom Leagle.com.

                    About K-V Pharmaceutical

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

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

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

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

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


KIWIBOX.COM INC: Acquires Interscholz for $1.3 Million
------------------------------------------------------
Kiwibox.com, Inc., signed an Equity Purchase Agreement to acquire
Interscholz Internet Services GmbH and Co. KG, a German limited
liability company, and all of the equity of its general partner,
Inerscholz Beteiligungs GmbH, from Andre Scholz, the president and
chief executive officer of the Company.  Upon consummation, the
Company's wholly-owned German subsidiary, KWICK! Community GmbH
and Co. KG, also a party to the Acquisition Agreement, will hold
the legal title to the equity of Interscholz.  The closing of the
Acquisition Agreement was scheduled to take place on or about
Sept. 30, 2013, with an effective date of July 1, 2013.

Pursuant to the terms of the Acquisition Agreement, the Company,
through its subsidiary, KWICK!, will acquire all of Seller's
right, title and interest in and to all of the assets and
properties, tangible and intangible, owned, held or used in
connection with Interscholz's international telecommunications
business, headquartered in Town of Leonberg, Federal Republic of
Germany.  Pursuant to the Acquisition Agreement, the Company will
pay a purchase price of 1 million Euros, or approximately
$1,350,000, payable on or before Nov. 15, 2013.  In addition to
containing the customary representations and warranties, the
Acquisition Agreement provides for the licensing of the use of the
trade name "Interscholz" for a ten-year term, restricted in such
usage to Class 38 (telecommunications field) and Class 42
(scientific and technological services and research and design
relating thereto; industrial analysis and research services;
design and development of computer hardware and software) of the
Nice Classification.

The Company's Board of Directors considered the historical
revenues and earnings of Interscholz, its potential to expand its
business and its synergies with the Company's social media
businesses, and concluded that such a strategic acquisition would
diversify the Company's business operations and that, at the
negotiated purchase price, was fair and reasonable and in the best
interests of the Company and its shareholders.

                        About Kiwibox.com

New York-based Kiwibox.com, Inc., acquired in the beginning of
2011 Pixunity.de, a photoblog community and launched a U.S.
version of this community in the summer of 2011.  Effective
July 1, 2011, Kiwibox.com, Inc., became the owner of Kwick! -- a
top social network community based in Germany.  Kiwibox.com shares
are freely traded on the bulletin board under the symbol KIWB.OB.

Kiwibox.com disclosed a net loss of $14.01 million on $1.46
million of total net sales for the year ended Dec. 31, 2012, as
compared with a net loss of $5.90 million on $599,615 of total net
sales during the prior year.  The Company's balance sheet at
June 30, 2013, showed $3.16 million in total assets, $24.13
million in total liabilities, all current, and a $20.96 million
total stockholders' impairment.

Rosenberg Rich Baker Berman & Company, in Somerset, New Jersey,
issued a "going concern" qualification on the consolidated
financial statements for the year ended Dec. 31, 2012.  The
independent auditors noted that the Company's revenues are
insufficient to finance the business, and the Company is entirely
dependent on the continuation of funding from outside investors.
These conditions raise substantial doubt about its ability to
continue as a going concern.


KBI BIOPHARMA: Case Summary & 8 Unsecured Creditors
---------------------------------------------------
Debtor: KBI Biopharma Properties, LLC
        4605-A Dundas Drive
        Greensboro, NC 27407
        GUILFORD, NC

Case No.: 13-11304

Type of Business: Single Asset Real Estate.

Chapter 11 Petition Date: September 30, 2013

Court: U.S. Bankruptcy Court Middle District of North Carolina
      (Greensboro)

Judge: Judge William L. Stocks

Debtor's Counsel: Charles M. Ivey, III
                  Ivey, McClellan, Gatton, & Talcott, LLP
                  Suite 500
                  100 S. Elm St.
                  Greensboro, NC 27401
                  Tel: 336-274-4658
                  Fax: 336-274-4540
                  E-mail: jlh@imgt-law.com

Total Assets: $23 million

Total Liabilities: $11.77 million

The petition was signed by Howard Frank Auman, Jr.,
member/manager.

Debtor's List of Eight Unsecured Creditors:

       Entity                   Nature of Claim   Claim Amount
       ------                   ---------------   ------------
Jersey Durham, LLC              Tenant              $125,000
                                Improvements

William P. Fusselbaugh          Employment          $118,500
                                Agreement

Teer Associates                 Leasing
Management, LLC                 Commissions          $51,264

BB&T                            Overdraft of          $1,554
                                Bank Account

Creekside Capital               Lease                     $1

Southern Cross
Management, Inc.                Contract                  $1

Teer Associates
Development, LLC                Contract                  $1

Jersey Durham, LLC              Lease                     $1


KEYWELL LLC: Seeks December Bankruptcy Auction
----------------------------------------------
Katy Stech, writing for DBR Small Cap, reported that executives at
struggling scrap metal recycler Keywell LLC have proposed to hold
a December auction for its operations to allow challengers to top
a $12.5 million lead offer for the company's metal-processing
plants across the country.

Keywell LLC, a supplier of scrap titanium and stainless steel,
filed a petition for Chapter 11 reorganization (Bankr. N.D. Ill.
Case No. 13-37603) on Sept. 24 in Chicago to sell most of the
business to Cronimet Holdings Inc., unless a better offer turns up
at auction.  Financial problems resulted from "historic lows in
demand, volume and price," the Chicago-based company said.

The Debtor is represented by Howard L. Adelman, Esq., and
Alexander F. Brougham, Esq., at ADELMAN & GETTLEMAN LTD., in
Chicago, Illinois.


KEYWELL LLC: Section 341(a) Meeting Set on October 24
-----------------------------------------------------
A meeting of creditors in the bankruptcy case of Keywell LLC will
be held on Oct. 24, 2013, at 1:30 p.m. at 219 South Dearborn,
Office of the U.S. Trustee, 8th Floor, Room 802, Chicago,
Illinois.

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.

Keywell L.L.C. filed a Chapter 11 petition (Bankr. N.D. Ill. Case
No. 13-37603) on Sept. 24, 2013.  Mark Lozier signed the petition
as president and CEO.  The Debtor estimated assets and debts of at
least $10 million.  Adelman & Gettleman Ltd. serves as the
Debtor's counsel.  Judge Eugene R. Wedoff presides over the case.


KORESKO & ASSOCIATES: Bid to Reconsider ERISA Suit Order Denied
---------------------------------------------------------------
HILDA SOLIS, SECRETARY OF LABOR, UNITED STATES DEPARTMENT OF
LABOR, v. JOHN J. KORESKO, V, et al., Civil Action No. 09-988
(E.D. Pa.), is an action by the Secretary of Labor arising out of
alleged violations of fiduciariary duties under the Employee
Retirement Income Security of Act of 1974 in connection with a
multiple-employer employee death benefit arrangement run by
attorney John Koresko through a number of entities controlled by
him.

The defendants in the action are Koresko Law Firm, P.C., John J.
Koresko, V, Jeanne Bonney, Koresko & Associates, P.C., PennMont
Benefit Services, Inc., the Regional Employers' Assurance Leagues
Voluntary Employees' Beneficiary Association Trust, the Single
Employer Welfare Benefit Plan Trust, and Penn Public Trust -- the
Koresko Parties.

On July 23, 2013, six of the Koresko entities -- Regional
Employers' Assurance Leagues Voluntary Employees' Beneficiary
Association Trust, Single Employer Welfare Benefit Plan Trust,
Penn Public Trust, PennMont Benefit Services, Inc., Koresko &
Associates, P.C., and Koresko Law Firm, P.C. -- filed for
bankruptcy pursuant to Chapter 11 in the U.S. Bankruptcy Court for
the Eastern District of Pennsylvania.

Individual defendants John J. Koresko, V and Jeanne Bonney have
not filed for bankruptcy.  The Koresko Parties then filed a
suggestion of bankruptcy on July 25, 2013 with regard to four
cases before the District Court.  The Department of Labor ("DOL")
stated its position that the case should proceed because the DOL's
action is exempt from the automatic stay that resulted from the
bankruptcy proceedings.  The Court agreed, stating in a July 29,
2013 Order, that the case could proceed under the governmental
regulation exception to the automatic stay.  The other three
actions in which the suggestion of bankruptcy was filed were
placed in civil suspense in response to the automatic stay.

On July 30, 2013, the Koresko Parties filed a motion for
reconsideration of the Court's July 29 Order.

In an Aug. 29, 2013 Memorandum available at http://is.gd/L1qxak
from Leagle.com, District Judge Mary McLaughlin denies the
reconsideration motion.

Judge MacLaughlin finds that actions by the Secretary of Labor to
enforce ERISA are intended to further public policy.  Moreover,
contrary to the Koresko Parties' assertion, the District Court has
already decided that the Plans are covered by ERISA.

Plaintiff Hilda L. Solis is represented by LINDA M. HENRY, Esq. of
the U.S. DEPARTMENT OF LABOR, REGION III; ASHTON S. PHILLIPS, Esq.
of the U.S. DEPT OF LABOR & JOANNE ROSKEY, of the U.S. DEPT OF
LABOR OFFICE OF THE SOLICITOR.

Defendants John J. Koresko, V, Penn-Mont Benefit Services, Inc.,
Koresko & Associates, P.C., Koresko Law Firm, Regional Employers
Assurance Leagues Voluntary Employees' Beneficiary Association
Trust and Single Employer Welfare Benefit Plan Trust are
represented by JOHN J. KORESKO, V -- jkoresko@koreskolaw.com -- of
the KORESKO LAW FIRM.


LANDAUER HEALTHCARE: Panel Hires Deloitte as Financial Advisor
--------------------------------------------------------------
The Official Committee of Unsecured Creditors of Landauer
Healthcare Holdings, Inc. asks the U.S. Bankruptcy Court for
permission to employ Deloitte Financial Advisory Services LLP as
financial afvisor.

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

             About Landauer Healthcare Holdings

Home medical equipment provider Landauer Healthcare Holdings,
Inc., sought Chapter 11 protection (Bankr. D. Del. Lead Case No.
13-12098) on Aug. 16, 2013, with a deal to sell all assets to
Quadrant Management Inc. for $22 million, absent higher and better
offers.

The Company has 32 operating locations, with 50% of inventory
concentrated in Mount Vernon, New York; Great Neck, New York;
Warwick, Rhode Island; and Philadelphia, Pennsylvania. Landauer,
which derives revenues by reimbursement from insurers, Medicare
and Medicaid, reported net revenues of $128.5 million in fiscal
year ended March 31, 2013.

Landauer estimated assets and debt of at least $50 million.

Michael R. Nestor, Esq., Matthew B. Lunn, Esq., and Justin H.
Rucki, Esq., at Young Conaway Stargatt & Taylor, LLP; and John A.
Bicks, Esq., Charles A. Dale III, Esq., and Mackenzie L. Shea,
Esq., at K&L Gates LLP, serve as the Debtor's counsel.  Carl Marks
Advisory Group serves as the Debtor's financial advisors, and Epiq
Systems as claims and notice agent.

Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed
five members to the official committee of unsecured creditors in
the Chapter 11 cases.  The Committee retained Landis Rath & Cobb
LLP as counsel.


LANDAUER HEALTHCARE: Panel Can Retain Landis Rath as Counsel
------------------------------------------------------------
The Official Committee of Unsecured Creditors of Landauer
Healthcare Holdings, Inc. sought and obtained permission from the
U.S. Bankruptcy Court to retain Landis Rath & Cobb LLP as counsel.

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

The firm will, among other things, provide these services:

   * assist and advise the Committee in connection with its
identification, development, and implementation of strategies
related to the Debtors' business plan and other matters, as
agreed, relating to the restructuring of the Debtors' business
operations;

   * assist the Committee in understanding the business and
financial impact of various operational, financial, and strategic
restructuring alternatives on the Debtors; and

   * advise the Committee in connection with its negotiations and
due diligence efforts with other parties relating to the proposed
sale of the businesses to Quadrant  Management, Inc. or such other
bidder.

Personnel Classification           Applicable Rate
------------------------           ---------------
Partner/Principal/Director            $500-$575
Senior Manager                        $400-$450
Manager                               $335-$350
Senior Associate/Associate            $240-$295
Paraprofessionals                           $75

In addition to professional fees for the services described in the
Deloitte FAS Engagement Letter, Deloitte FAS's fee applications
will included requests for reimbursement of actual, necessary and
reasonable expenses, including travel, report production, delivery
services, and other costs incurred in providing the services.

Deloitte FAS has agreed to limit its fees, subject to
reconsideration by the Committee, for the first 60 days of the
case to not more than $65,000, exclusive of specific tasks as
provided for in the Deloitte FAS Engagement.

                       About Landauer Healthcare

Home medical equipment provider Landauer Healthcare Holdings,
Inc., sought Chapter 11 protection (Bankr. D. Del. Lead Case No.
13-12098) on Aug. 16, 2013, with a deal to sell all assets to
Quadrant Management Inc. for $22 million, absent higher and better
offers.

The Company has 32 operating locations, with 50% of inventory
concentrated in Mount Vernon, New York; Great Neck, New York;
Warwick, Rhode Island; and Philadelphia, Pennsylvania. Landauer,
which derives revenues by reimbursement from insurers, Medicare
and Medicaid, reported net revenues of $128.5 million in fiscal
year ended March 31, 2013.

Landauer estimated assets and debt of at least $50 million.

Michael R. Nestor, Esq., Matthew B. Lunn, Esq., and Justin H.
Rucki, Esq., at Young Conaway Stargatt & Taylor, LLP; and John A.
Bicks, Esq., Charles A. Dale III, Esq., and Mackenzie L. Shea,
Esq., at K&L Gates LLP, serve as the Debtor's counsel.  Carl Marks
Advisory Group serves as the Debtor's financial advisors, and Epiq
Systems as claims and notice agent.

Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed
five members to the official committee of unsecured creditors in
the Chapter 11 cases.  The Committee retained Landis Rath & Cobb
LLP as counsel.


LANDAUER HEALTHCARE: Files Schedules of Assets and Liabilities
--------------------------------------------------------------
andauer Healthcare Holdings, Inc. filed with the Bankruptcy Court
for the District of Delaware its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property            $2,978,495
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $35,891,859
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $17,744,891
                                 -----------      -----------
        TOTAL                    $2,978,495       $53,636,751

Home medical equipment provider Landauer Healthcare Holdings,
Inc., sought Chapter 11 protection (Bankr. D. Del. Lead Case No.
13-12098) on Aug. 16, 2013, with a deal to sell all assets to
Quadrant Management Inc. for $22 million, absent higher and better
offers.

The Company has 32 operating locations, with 50% of inventory
concentrated in Mount Vernon, New York; Great Neck, New York;
Warwick, Rhode Island; and Philadelphia, Pennsylvania. Landauer,
which derives revenues by reimbursement from insurers, Medicare
and Medicaid, reported net revenues of $128.5 million in fiscal
year ended March 31, 2013.

Landauer estimated assets and debt of at least $50 million.

Michael R. Nestor, Esq., Matthew B. Lunn, Esq., and Justin H.
Rucki, Esq., at Young Conaway Stargatt & Taylor, LLP; and John A.
Bicks, Esq., Charles A. Dale III, Esq., and Mackenzie L. Shea,
Esq., at K&L Gates LLP, serve as the Debtor's counsel.  Carl Marks
Advisory Group serves as the Debtor's financial advisors, and Epiq
Systems as claims and notice agent.

Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed
five members to the official committee of unsecured creditors in
the Chapter 11 cases.  The Committee retained Landis Rath & Cobb
LLP as counsel.


LEE ENTERPRISES: Debt Reduction Two Years Ahead of Plan
-------------------------------------------------------
Lee Enterprises, Incorporated reduced debt by $98.5 million in its
fiscal year ended September 29, 2013, reducing the balance to
$847.5 million, two years ahead of its reorganization plan.

In remarks prepared for a presentation Wednesday at the Deutsche
Bank 21st Annual Leveraged Finance Conference in Scottsdale, AZ,
Mary Junck, Lee chairman and chief executive officer, and
Carl Schmidt, vice president, chief financial officer and
treasurer, said Lee expects to continue reducing leverage over the
next several years.

They also said:

   -- Lee's consolidated leverage has been reduced to
approximately 4.9x Adjusted EBITDA(1) for the 53 weeks ended June
30, 2013 (LTM June 2013).

   -- Business transformation initiatives are expected to reduce
cash costs approximately $10 million in 2014.  Those decreases
will help to mitigate cost increases from new revenue initiatives
and other sources.

   -- Lee continues on track to achieve published guidance of 4.5-
5.5% operating expense reduction in 2013, excluding depreciation,
amortization and unusual matters.  Since 2007, cash costs of
continuing operations have been reduced $271 million, or 34%,
through LTM June 2013.

   -- "We are particularly proud of our track record of
maintaining our cash flow, in spite of revenue losses caused by
macroeconomic and business conditions.  We have achieved nearly
five straight years of stable EBITDA(1) and Adjusted EBITDA,"
which totaled $163 million and $175 million, respectively, through
LTM June 2013, with EBITDA margin improving to 23.6%.

  -- Lee's EBITDA results have resulted in strong unlevered free
cash flow(1), which totaled $156 million through LTM June 2013.
Substantially all of that cash flow is dedicated to debt service.

   -- Lee was able to carry back 2012 tax losses, resulting in a
tax refund of $9.5 million in August 2013. Approximately $7
million of additional carryback is available from taxes paid in
2011.  "At current levels of profitability, we don't expect to pay
significant taxes for at least several years, due to higher
interest expense from refinancing and the tax impact of the
Chapter 11 process."

                       About Lee Enterprises

Lee Enterprises, Incorporated, headquartered in Davenport, Iowa,
publishes the St. Louis Post Dispatch and the Arizona Daily Star
along with more than 40 other daily newspapers and about 300
weekly newspapers and specialty publications in 23 states.
Revenue for the 12 months ended December 2010 was $780 million.
The Company has 6,200 employees, with 4,650 working full-time.

Lee Enterprises and certain of its affiliates filed for Chapter 11
(Bankr. D. Del. Lead Case No. 11-13918) on Dec. 12, 2011, with a
prepackaged plan of reorganization.  The Debtor selected Sidley
Austin LLP as its general reorganization and bankruptcy counsel,
and Young Conaway Stargatt & Taylor LLP as co-counsel; The
Blackstone Group as Financial and Asset Management Consultant; and
The Debtor disclosed total assets of $1.15 billion and total
liabilities of $1.25 billion at Sept. 25, 2011.

Deutsche Bank Trust Company Americas, as DIP Agent and Prepetition
Agent, is represented in the Debtors' cases by Sandeep "Sandy"
Qusba, Esq., and Terry Sanders, Esq., at Simpson Thacher &
Bartlett LLP.

Certain Holders of Prepetition Credit Agreement Claims, Goldman
Sachs Lending Partners LLC, Mutual Quest Fund, Monarch Master
Funding Ltd, Mudrick Distressed Opportunity Fund Global, LP and
Blackwell Partners, LLC have committed to acquire up to a maximum
amount of $166.25 million of loans under a New Second Lien Term
Loan Facility pursuant to the Reorganization Plan.  This
commitment also includes the potential payment of up to $10
million as backstop cash to Reorganized Lee Enterprises to acquire
the loans.  The Initial Backstop Lenders are represented by
Matthew S. Barr, Esq., and Brian Kinney, Esq., at Milbank, Tweed,
Hadley & McCloy LLP.

On Jan. 23, 2012, Lee Enterprises, et al., won confirmation of a
second version of their prepackaged Chapter 11 reorganization
plan.  Lee Enterprises declared the prepackaged plan effective on
Jan. 30.


LEVEL 3 FINANCING: S&P Keeps 'BB-' Rating Over $1.2BB Loan Add-On
-----------------------------------------------------------------
Standard & Poor's Ratings Services said the 'BB-' issue rating and
'1' recovery rating on Level 3 Financing Inc.'s (a unit of Level 3
Communications Inc.) tranche B 2020 term loan remain the same
following a proposed $1.2 billion add-on to the issue.  The '1'
recovery rating indicates S&P's expectation for very high
(90% to 100%) recovery of principal in the event of a default.

The add-on will bring the total of the tranche B 2020 term loan,
which matures in January 2020, to $1.796 billion.  Level 3 will
use proceeds to refinance its $1.2 billion tranche B-II 2019 term
loan.  This supplants Level 3's earlier plans to fund the
refinancing with proceeds from a proposed new $1.2 billion tranche
B-II 2020 term loan, so we are withdrawing the rating on that
issue.

The 'B' corporate credit rating on Level 3 Communications Inc. is
unchanged as this opportunistic refinancing does not meaningfully
affect the company's financial risk profile.  The rating outlook
is stable.  Broomfield, Colo.-based Level 3 Communications, a
global telecommunications provider, reported approximately
$8.5 billion of outstanding debt at June 30, 2013.

For the complete corporate credit rating rationale, see Standard &
Poor's research update on Level 3 Communications, published
June 3, 2013, on RatingsDirect.

RATINGS LIST

Level 3 Communications Inc.
Corporate Credit Rating                      B/Stable/--
  Senior secured
  $1.796bil.* term loan B due 01/15/2020      BB-
   Recovery Rating                            1

Ratings Withdrawn

Level 3 Financing Inc.                        To        From
$1.2 bil. tranche B-II 2020 term loan
  Senior Secured                              NR        BB-
   Recovery Rating                            NR        1

* Includes add-on.


LIGHTSTREAM RESOURCES: S&P Raises CCR to 'B+' on Higher Cash Flows
------------------------------------------------------------------
Standard & Poor's Ratings Services said it raised its long-term
corporate credit rating on Calgary, Alta.-based independent oil
and gas exploration and production (E&P) company Lightstream
Resources Ltd. to 'B+' from 'B'.  The outlook is stable.  At the
same time, Standard & Poor's raised its issue-level rating on
Lightstream's unsecured notes to 'B-' from 'CCC+'.  The '6'
recovery rating on the notes is unchanged.

"The upgrade reflects our view that Lightstream's improved
production trajectory from its Cardium play has provided increased
stability to the company's overall production and, thus, cash
flow," said Standard & Poor's credit analyst Aniki Saha-
Yannopoulos.  In conjunction with its improved cash flow,
Lightstream operating measures are showing an improving trend
(reserve replacement ratios, finding and development costs).  S&P
believes that the improved and stable cash flow will allow the
company to maintain its debt-to-EBITDA ratio below 3.5x in the
next 12-18 months.

The ratings on Lightstream reflect what Standard & Poor's opinion
of the company's "weak" business risk profile and "aggressive"
financial risk profile.  The ratings also reflect S&P's view of
Lightstream's operations in a highly cyclical, capital-intensive,
and competitive industry; its elevated all-in costs, and
management's aggressive financial policy.  S&P believes the
strengths associated with large exposure to light oil, which
improves profitability, and Cardium growth prospects offset these
weaknesses somewhat.

Lightstream is a midsize E&P company that operates mostly in
western Canada.  About 80% of its reserves and production are from
the Bakken and Cardium plays, the company's key operating areas.

The stable outlook reflects Standard & Poor's view that
Lightstream's capital spending program in the Cardium and Bakken
regions will result in increasing production and reserves.  Given
its current production and cost profile, S&P foresees the company
maintaining credit protection measures that are adequate for the
rating, with leverage projected to be below 3.5x in the next 12-18
months.

S&P's could lower the ratings if Lightstream cannot maintain its
production profile through 2014, profitability deteriorates
significantly either due to lower realized commodity prices or
higher cost profile, or if its debt-to-EBITDA deteriorates to
above the 4.0x-4.5x range.  Although the company's current debt-
to-EBITDAX ratio provides it with some cushion to outspend its
internally generated cash flow, S&P expects Lightstream to
maintain its adequate liquidity during this period and not
compromise its financial flexibility.

A positive rating action would depend on an improving business
risk profile: for example, as the company increases its reserves
and expands its production such that a significant portion of its
dividends and capex can be financed through its internally-
generated cash flow.  S&P would also expect that the balance-sheet
profile will not deteriorate materially through this period of
growth.


LIGHTSQUARED INC: Harbinger Partly Escapes Investor Suit
--------------------------------------------------------
Law360 reported that a New York federal judge on Sept. 30 slashed
several claims from a putative class action against Harbinger
Capital Partners LLC alleging it hid a major investment in a now-
bankrupt broadband company, finding the state law claims were
barred by federal regulations.

According to the report, U.S. District Judge Alison Nathan found
that a large portion of the plaintiffs' claims focused on
Harbinger's "improper" strategy to take control of SkyTerra, now
called LightSquared, a bankrupt broadband company, according to
the Sept. 30 order.

The case is Schad v. Harbinger Capital Partners LLC et al., Case
No. 1:12-cv-01244 (S.D.N.Y.) before Judge Alison J. Nathan.

                      About LightSquared Inc.

LightSquared Inc. and 19 of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. S.D.N.Y. Lead Case No. 12-12080) on
May 14, 2012, to resolve regulatory issues that have prevented it
from building its coast-to-coast integrated satellite 4G wireless
network.

LightSquared had invested more than $4 billion to deploy an
integrated satellite-terrestrial network.  In February 2012,
however, the U.S. Federal Communications Commission told
LightSquared the agency would revoke a license to build out the
network as it would interfere with global positioning systems used
by the military and various industries.  In March 2012, the
Company's partner, Sprint, canceled a master services agreement.
LightSquared's lenders deemed the termination of the Sprint
agreement would trigger cross-defaults under LightSquared's
prepetition credit agreements.

LightSquared and its prepetition lenders attempted to negotiate a
global restructuring that would provide LightSquared with
liquidity and runway necessary to resolve its issues with the FCC.
Despite working diligently and in good faith, however,
LightSquared and the lenders were not able to consummate a global
restructuring on terms acceptable to all interested parties.

Lawyers at Milbank, Tweed, Hadley & McCloy LLP serve as counsel to
the Debtors.  Alvarez & Marsal North America, LLC, is the
financial advisor.  Kurtzman Carson Consultants LLC serves as
claims and notice agent.


LIGHTSQUARED INC: Judge Set to Approve Auction Rules
----------------------------------------------------
Joseph Checkler, writing for Daily Bankruptcy Review, reported
that a judge said on Sept. 30 that she is prepared to approve
procedures for an auction of LightSquared's assets after the
wireless satellite company and a group of its lenders reached a
compromise on how to conduct the sale.

According to the report, Judge Shelley C. Chapman of U.S.
Bankruptcy Court in Manhattan said she plans to approve the
process, currently led by a $2.2 billion bid for LightSquared's
wireless spectrum by an entity controlled by Charlie Ergen's Dish
Network Corp.  LightSquared had at first balked at starting an
auction with the Dish entity's bid, which is supported by a group
of lenders that own more than $1.7 billion in LightSquared bank
debt. LightSquared, which is controlled by Philip Falcone of
Harbinger Capital Partners, said it is trying to line up lead
bidders of its own that could potentially replace Dish as the
stalking-horse, or lead, bid.

"There's a real message to the marketplace that if they want to be
a buyer for these assets, they can actually come in and be a
buyer," Judge Chapman said, the report related.  She wants to
review the final version of LightSquared's document outlining the
auction procedures before officially signing off on it.

To assure parties that Mr. Falcone isn't controlling the process,
LightSquared has installed an independent committee to help
oversee the sale, the report said.  Bids for the spectrum assets
would be due by late November, with an auction set for a few days
later.

Judge Chapman also granted final approval for LightSquared to pay
the three-person committee, after the company named Nextel co-
founder Christopher T. Rogers as the third member. Mr. Rogers
replaces Donna Alderman, whose nomination Judge Chapman rejected
last week after the lenders raised concerns about her relationship
with Dish, the report added.  The members will be paid $35,000 a
month until the end of 2013 and $25,000 a month after that.

                      About LightSquared Inc.

LightSquared Inc. and 19 of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. S.D.N.Y. Lead Case No. 12-12080) on
May 14, 2012, to resolve regulatory issues that have prevented it
from building its coast-to-coast integrated satellite 4G wireless
network.

LightSquared had invested more than $4 billion to deploy an
integrated satellite-terrestrial network.  In February 2012,
however, the U.S. Federal Communications Commission told
LightSquared the agency would revoke a license to build out the
network as it would interfere with global positioning systems used
by the military and various industries.  In March 2012, the
Company's partner, Sprint, canceled a master services agreement.
LightSquared's lenders deemed the termination of the Sprint
agreement would trigger cross-defaults under LightSquared's
prepetition credit agreements.

LightSquared and its prepetition lenders attempted to negotiate a
global restructuring that would provide LightSquared with
liquidity and runway necessary to resolve its issues with the FCC.
Despite working diligently and in good faith, however,
LightSquared and the lenders were not able to consummate a global
restructuring on terms acceptable to all interested parties.

Lawyers at Milbank, Tweed, Hadley & McCloy LLP serve as counsel to
the Debtors.  Alvarez & Marsal North America, LLC, is the
financial advisor.  Kurtzman Carson Consultants LLC serves as
claims and notice agent.


LIGHTSQUARED INC: Asks Judge to Put Harbinger Suit On Hold
----------------------------------------------------------
LightSquared Inc. asked U.S. Bankruptcy Judge Shelley Chapman to
temporarily put on hold the lawsuit filed by Harbinger Capital
Partner, LLC against Deere & Co. and two other manufacturing
companies.

In a Sept. 30 filing, LightSquared proposed to stay the case for
60 days or until a time earlier than 60 days if the bankruptcy
judge grants a motion to lift the stay, which can be filed by any
interested party.

According to LightSquared, a stay of the lawsuit is warranted
because there is "substantial overlap" between the claims asserted
in the lawsuit and claims the company owns against the defendants.

The company also said allowing the lawsuit to proceed would
distract its key officers and employees from the restructuring
efforts.

"LightSquared intends to assess the legal and factual claims its
holds against the defendants including how, when, and where
LightSquared's claims should be asserted, and reach a business
judgment whether it is advisable to bring such claims in light of
LightSquared's current circumstances,"

Harbinger on August 9 filed the lawsuit against Deere & Co.,
Garmin International Inc., Trimble Navigation Limited and two
trade associations they control.  The defendants are companies
engaged in the design and manufacturing of products using Global
Positioning System technology.

Harbinger alleges claims for fraud and negligent misrepresentation
as well as violations of securities law.  The company, which
invested about $1.9 billion in LightSquared, specifically alleges
that the defendants fraudulently failed to disclose that they had
designed their GPS devices to use some portions of LightSquared's
spectrum, which ultimately delayed approval for its network and
led to its bankruptcy filing.

Judge Chapman will hold a hearing on October 9.  Objections are
due by October 4.

                      About LightSquared Inc.

LightSquared Inc. and 19 of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. S.D.N.Y. Lead Case No. 12-12080) on
May 14, 2012, to resolve regulatory issues that have prevented it
from building its coast-to-coast integrated satellite 4G wireless
network.

LightSquared had invested more than $4 billion to deploy an
integrated satellite-terrestrial network.  In February 2012,
however, the U.S. Federal Communications Commission told
LightSquared the agency would revoke a license to build out the
network as it would interfere with global positioning systems used
by the military and various industries.  In March 2012, the
Company's partner, Sprint, canceled a master services agreement.
LightSquared's lenders deemed the termination of the Sprint
agreement would trigger cross-defaults under LightSquared's
prepetition credit agreements.

LightSquared and its prepetition lenders attempted to negotiate a
global restructuring that would provide LightSquared with
liquidity and runway necessary to resolve its issues with the FCC.
Despite working diligently and in good faith, however,
LightSquared and the lenders were not able to consummate a global
restructuring on terms acceptable to all interested parties.

Lawyers at Milbank, Tweed, Hadley & McCloy LLP serve as counsel to
the Debtors.  Alvarez & Marsal North America, LLC, is the
financial advisor.  Kurtzman Carson Consultants LLC serves as
claims and notice agent.


LONGVIEW POWER: DRC Retained as Claims & Noticing Agent
-------------------------------------------------------
Donlin, Recano & Company, Inc. disclosed that it has been retained
to provide claims and noticing agent services in the Longview
Power, LLC Chapter 11 cases.

Majority-owned by First Reserve Corporation, the Maidsville, West
Virginia power generating facility filed Chapter 11 petitions in
the United States Bankruptcy Court for the District of Delaware on
August 30, 2013.  The company listed over $1 billion in assets
making it one of the largest Chapter 11 cases of 2013.

Kirkland & Ellis LLP is counsel for the debtor and Richards,
Layton & Finger, P.A. is local counsel in Wilmington, Delaware.
The company's financial advisor is Alvarez & Marsal North America,
LLC.

                       About Donlin Recano

Donlin Recano -- http://www.donlinrecano.com-- is a division of
DF King Worldwide and a provider of claims, noticing, balloting,
solicitation and technology solutions.

                      About Longview Power

Longview Power LLC is a special purpose entity created to
construct, own, and operate a 695 MW supercritical pulverized
coal-fired power plant located in Maidsville, West Virginia, just
south of the Pennsylvania border and approximately 70 miles south
of Pittsburgh.  The project is owned 92% by First Reserve
Corporation (First Reserve or sponsor), a private equity firm
specializing in energy industry investments, through its affiliate
GenPower Holdings (Delaware), L.P., and 8% by minority interests.

The company has engaged Lazard Ltd as its investment banker and
Alvarez & Marsal North America LLC as its restructuring advisor.
Longview is represented by Kirkland & Ellis LLP, as primary
restructuring counsel, and Dentons US LLP for all issues related
to company's pending arbitration proceedings.


MEDICURE INC: Files Form 20-F, Incurs C$2.6MM Loss in Fiscal 2013
-----------------------------------------------------------------
Medicure Inc. filed with the U.S. Securities and Exchange
Commission its annual report on Form 20-F disclosing a net loss of
C$2.57 million on C$2.60 million of net product sales for the year
ended May 31, 2013, as compared with net income of C$23.38 million
on C$4.79 million of net product sales during the prior fiscal
year.

The Company's balance sheet at May 31, 2013, showed C$3.42 million
in total assets, C$7.75 million in total liabilities and a C$4.32
million total deficiency.

Ernst & Young, LLP, in Winnipeg, Canada, issued a "going concern"
qualification on the consolidated financial statements for the
year ended May 31, 2013.  The independent auditors noted that
Medicure Inc. has experienced losses and has accumulated a deficit
of $125,877,356 since incorporation and a working capital
deficiency of $2,065,539 as at May 31, 2013 that raises
substantial doubt about its ability to continue as a going
concern.

A copy of the Form 20-F is available for free at:

                        http://is.gd/9qj5ja

                        About Medicure Inc.

Based in Winnipeg, Manitoba, Canada, Medicure Inc. (TSX/NEX:
MPH.H) -- http://www.medicure.com/-- is a biopharmaceutical
company engaged in the research, development and commercialization
of human therapeutics.  The Company has rights to the commercial
product, AGGRASTAT(R) Injection (tirofiban hydrochloride) in the
United States and its territories (Puerto Rico, U.S. Virgin
Islands, and Guam).  AGGRASTAT(R), a glycoprotein GP IIb/IIIa
receptor antagonist, is used for the treatment of acute coronary
syndrome (ACS) including unstable angina, which is characterized
by chest pain when one is at rest, and non-Q-wave myocardial
infarction.


MICHAEL BAKER: S&P Assigns 'B+' CCR & Rates $350MM Notes 'B+'
-------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B+'
corporate credit rating to Pittsburg, Pa.-based Michael Baker
International LLC (formerly known as Integrated Mission Solutions
LLC).  The outlook is stable.

S&P also assigned its 'B+' issue-level and '3' recovery rating to
Michael Baker International's proposed $350 million senior secured
notes.  The '3' recovery rating indicates S&P's expectations for
meaningful (50%-70%) recovery in the event of a payment default.

Ratings are based on preliminary documentation and are subject to
review of final documents.

The company intends to use proceeds of the $350 million senior
secured notes issuance, along with about $58 million from its new
$125 million asset-based revolving credit facility (not rated) and
cash on hand, to fund the purchase of Michael Baker Corp. and to
repay existing debt outstanding.

"The rating on Michael Baker International reflects the company's
'fair' business risk profile and 'highly leveraged' financial risk
profile, incorporating the company's diversified contract and task
orders from U.S. federal agencies, state and local governments,
and commercial and international customers; positive free
operating cash flow (FOCF) generation; and an ownership structure
and financial policy that we believe preclude material and
sustained debt reduction," said Standard & Poor's credit analyst
David Tsui.  "Our assessment of the company's management and
governance is 'fair,'" he added.

The outlook is stable, reflecting Michael Baker International's
diversified contract and customer base, and positive FOCF
generation.  S&P's belief that the company's financial policy
precludes material and sustained debt reduction currently limit
the potential for an upgrade.

S&P could lower the rating if the company experiences difficulty
integrating Michael Baker Corp., or encounters increased
competition that results in major contract losses, leading to
sustained leverage above the mid-5x area.  S&P could also lower
the rating if the company demonstrates more aggressive financial
policies, including a debt-financed acquisition, leading to the
same leverage threshold.


MOORE FREIGHT: Wants Solicitation Period Extended Until Jan. 21
---------------------------------------------------------------
Moore Freight Service, Inc., et al., ask the U.S. Bankruptcy Court
for the Middle District of Tennessee to extend the period which
the Debtors may exclusively obtain acceptance of a Chapter 11 Plan
for a period of 120 days, or until Jan. 21, 2014.

On July 24, 2013, Debtors filed a Joint Plan of Reorganization and
accompanying Disclosure Statement.  In response to filed
objections, on Sept. 16, 2013, Debtors filed an Amended Joint Plan
of Reorganization and an accompanying Amended Disclosure
Statement.  On Sept. 17, 2013, Debtors' Amended Disclosure
Statement was approved.  The hearing on confirmation of the
Debtors' Amended Plan is set for Oct. 29, 2013.

The deadline for filing a timely response or objection to the
Motion is Oct. 14, 2013.  If a response is timely filed, a hearing
will be held on Oct. 29, 2013, at 9:00 a.m.

The Bankruptcy Court for the Middle District of Tennessee requires
electronic filing.  Any response or objection must be submitted
electronically.

Debtors tell the Court that they are actively reviewing their
transactions with Pilot/Flying J, a major fuel supplier to the
Debtors, in an effort to at least preliminarily evaluate whether
some amount is due for underpaid or unpaid rebates.  According to
papers filed with the Court, Moore Freight is also actively
negotiating with secured creditors regarding plan treatment.  "The
requested extension of the confirmation exclusivity period will
allow Moore Freight an opportunity to more fully complete both of
these efforts".

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

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

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

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


MOORE FREIGHT: Court Approves Amended Disclosure Statement
----------------------------------------------------------
On Sept. 17, 2013, the U.S. Bankruptcy Court for the Middle
District of Tennessee approved Moore Freight Service, Inc., et
al.'s Amended Disclosure Statement describing the Debtors' Amended
Plan of Reorganization dated Sept. 16, 2013.

Oct. 18, 2013, is fixed as the last day for submitting written
acceptances or rejections of the Plan by Ballot.  All Ballots must
be received by Debtors' counsel, Harwell Howard Hyne Gabbert &
Manner, P.C., at the addresses identified below, on or before
Oct. 18, 2013, in order to be deemed timely and counted:

         Cindy B. Duck, Esq.
         HARWELL HOWARD HYNE GABBERT & MANNER, P.C.
         333 Commerce Street, Suite 1500
         Nashville, Tennessee 37201
         Tel: (615) 251-1052
         E-mail: cbd@h3gm.com

Oct. 18, 2013, is fixed as the last day for filing with the Court
and serving pursuant to Fed. R. Bankr. P. 3020(b)(1) written
objections to confirmation of the Plan.

The hearing to consider confirmation of the Plan will be held on
Oct. 29, 2013, at 9:00 a.m.

                           Amended Plan

The Amended Plan contemplates the continuation of the Debtors'
business, payment in full of Allowed Secured Claims, and a fair
distribution to unsecured creditors, which distribution Debtor
believe far exceeds the amount unsecured creditors would receive
in the event of a Chapter 7 liquidation.

Each Holder of an allowed unsecured claim in Class 35 will receive
its Pro rata share of (i) $80,000 on the Effective Date of the
Plan; (ii) $600,000, payable in installments of $50,000 each on
July 1 and November 1 of each calendar year beginning in 2014; and
(iii) one-third of any additional recovery from Pilot Flying J.

Dan Moore and Judith Moore will retain all of their ownership
interests in Debtors as consideration for the existing and
continuing personal guaranties of several of Debtors'
obligations.  The ownership interests of SJ Strategic Investments
LLC and Norene Nichols (or her heirs) in Moore Freight will be
terminated upon Confirmation, unless on or before the Confirmation
Date, these remaining equity security holders contribute capital
to Moore Freight in a pro rata amount equal to the total debt
guaranteed by Dan Moore and Judith Moore, which amounts will be
used to fund payments provided for in the Plan.

According to the Amended Disclosure Statement, Debtors' Cash on
hand as of the Petition Date and Cash generated from the operation
of business after the Petition Date will be sufficient to make all
payments due on the Effective Date.  Cash generated from the
operation of business after the Effective Date, after service of
Exit Financing, will generate sufficient cash flow to make all
payments due under the Plan.

A copy of the Amended Disclosure Statement is available at:

         http://bankrupt.com/misc/moorefreight.doc794.pdf

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

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

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

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


MOORE FREIGHT: BB&T Says Plan Violates Absolute Priority Rule
-------------------------------------------------------------
Branch Banking and Trust Company ("BB&T") objects to the treatment
of its Class 6.3 Claim in the Moore Freight Service, Inc., et
al.'s Amended Joint Plan of Reorganization dated Sept. 16, 2013.

Class 6.3 consists of BB&T's claim secured by a 2011 BMW 259 1i
with VIN *4751.  The Plan says that the Class 6.3 Claim has been
fully satisfied by surrender of the BMW, and no additional or
other amounts will be paid on account of the Class 6.3 Claim.

BB&T tells the Court that by Agreed Order entered on Feb. 12,
2013, stay relief was granted and BB&T took possession of the
vehicle and sold the same in a commercially reasonable manner.
BB&T amended an amended Claim on May 10, 2013, to reflect its
unsecured deficiency balance due and owing after sale of the
vehicle.  The unsecured claim is in the sum of $10,751.20.

According to papers filed with the Court, the obligation of Moore
Freight to BB&T is guaranteed by Dan R. Moore.  Section 10.5 of
the Amended Plan, however, prohibits BB&T from collecting sums due
and owing from the guarantor Dan R. Moore.

BB&T says a plan of reorganization cannot impact a creditor's
rights with respect to third-party guarantors of the debtor's
obligations to the creditor, unless the creditor consents to such
treatment. In re: Monroe Well Serv., Inc., 80 B.R.324, 334-35
(Bankr. E. D. Pa. 1987).  Thus, BB&T objects to Section 10.5 of
the Amended Plan and does not consent thereto.

BB&T adds that the failure to provide for payment of BB&T's
unsecured claim while providing for payment of other unsecured
creditors' claims violates 11 U.S.C. Section 1123(a)(4).
"Further, such provision violates 11 U.S.C. Section 1129(a)(7) as
BB&T will not receive under the Amended Plan what it would receive
if the Debtors were liquidated under Chapter 7."

"The failure to provide for payment of BB&T's claim and the
provision of the Amended Plan barring BB&T from collecting from
its guarantor indicate that the Amended Plan has not been proposed
in good faith in violation of 11 U.S.C. Section 1129(a)(3),"
according to BB&T.

BB&T explains that the Amended Plan violates the Absolute Priority
Rule found at 11 U.S.C. Section 1129(b)(2)(B)(ii) in that BB&T
will not be paid its Class 6.3 Claim while Dan and Judith Moore
retain all their ownership interest in the Debtors as per
Section 4.38 of the Amended Plan.  BB&T reserves the right to
object to treatment of its other Class 6 Claims.

                         Amended Plan

The Amended Plan contemplates the continuation of the Debtors'
business, payment in full of Allowed Secured Claims, and a fair
distribution to unsecured creditors, which distribution Debtor
believe far exceeds the amount unsecured creditors would receive
in the event of a Chapter 7 liquidation.

Each Holder of an allowed unsecured claim in Class 35 will receive
its Pro rata share of (i) $80,000 on the Effective Date of the
Plan; (ii) $600,000, payable in installments of $50,000 each on
July 1 and November 1 of each calendar year beginning in 2014; and
(iii) one-third of any additional recovery from Pilot Flying J.

Dan Moore and Judith Moore will retain all of their ownership
interests in Debtors as consideration for the existing and
continuing personal guaranties of several of Debtors'
obligations.  The ownership interests of SJ Strategic Investments
LLC and Norene Nichols (or her heirs) in Moore Freight will be
terminated upon Confirmation, unless on or before the Confirmation
Date, these remaining equity security holders contribute capital
to Moore Freight in a pro rata amount equal to the total debt
guaranteed by Dan Moore and Judith Moore, which amounts will be
used to fund payments provided for in the Plan.

According to the Amended Disclosure Statement, Debtors' Cash on
hand as of the Petition Date and Cash generated from the operation
of business after the Petition Date will be sufficient to make all
payments due on the Effective Date.  Cash generated from the
operation of business after the Effective Date, after service of
Exit Financing, will generate sufficient cash flow to make all
payments due under the Plan.

A copy of the Amended Disclosure Statement is available at:

          http://bankrupt.com/misc/moorefreight.doc794.pdf

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

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

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

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


MOUNTAIN COUNTRY PARTNERS: Trustee Can Employ Elliot as Accountant
------------------------------------------------------------------
Robert L. John, the trustee in the bankruptcy estate of Mountain
Country Partners, LLC, sought and obtained permission from the
U.S. Bankruptcy Court to employ Kay Biscopink of Elliot Davis, LLP
as accountant.

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

The firm will be paid no more than $15,000 to prepare the 2012
federal and state tax returns.  The firm charged the Debtor
$12,000 to prepare the 2011 tax returns and believes additional
work by them is needed to prepare the 2012 returns.

                  About Mountain Country Partners

Seven individual investors filed an involuntary Chapter 11
bankruptcy petition against Jacksonville, Florida-based Mountain
Country Partners, LLC (Bankr. S.D. W.Va. Case No. 12-20094) on
Feb. 17, 2012.  Judge Ronald G. Pearson presides over the case.
Joseph W. Caldwell, Esq., at Caldwell & Riffee, represent the
petitioners.

An Order for Relief was entered by the Court on June 25, 2012.
Robert L. Johns was appointed Chapter 11 Trustee on July 6, 2012.

James W. Lane, Jr., at the Law Offices of Jim Lane, Jr.,
represents the Debtor as counsel.  The law firm of Turner & Johns,
PLLC, represents Chapter 11 Trustee Robert L. Johns, as counsel.


MPG OFFICE: BPO Tender Offer Further Extended to October 4
----------------------------------------------------------
Brookfield Office Properties Inc. said that DTLA Fund Holding Co.
and Brookfield DTLA Fund Properties Holding Inc., both direct
wholly owned subsidiaries of the DTLA Fund, are extending their
previously announced cash tender offer to purchase all outstanding
shares of preferred stock of MPG Office Trust, Inc., until 5:00
p.m., New York City time, on Friday, Oct. 4, 2013.

BPO previously announced its intention to acquire MPG pursuant to
a merger agreement, dated as of April 24, 2013, by and among
Brookfield DTLA Holdings LLC, a newly formed fund controlled by
BPO (the DTLA Fund), Brookfield DTLA Fund Office Trust Investor
Inc., Brookfield DTLA Fund Office Trust Inc., Brookfield DTLA Fund
Properties LLC, MPG and MPG Office, L.P.  Upon the closing of the
tender offer, preferred stockholders of MPG will receive $25.00 in
cash for each share of MPG preferred stock validly tendered and
not validly withdrawn in the offer, without interest and less any
required withholding taxes.  Shares of MPG preferred stock that
are tendered and accepted for payment in the tender offer will not
receive any accrued and unpaid dividends on those shares.

The tender offer had been previously set to expire at 12:00
midnight, New York City time, at the end of Monday, Sept. 30,
2013.  Except for the extension of the expiration date, all other
terms and conditions of the tender offer remain unchanged.

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

Based on information received from the Depositary, as of Sept. 27,
2013, approximately 86,201 shares of MPG preferred stock had been
tendered and not withdrawn from the offer.  Stockholders who have
already tendered their shares do not have to re-tender their
shares or take any other action as a result of the extension of
the expiration date.

                      About MPG Office Trust

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

For the year ended Dec. 31, 2012, the Company reported net income
of $396.11 million, as compared with net income of $98.22 million
on $234.96 million of total revenue during the prior year.  As of
June 30, 2013, the Company had $1.28 billion in total assets,
$1.71 billion in total liabilities and a $437.26 million
total deficit.

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

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

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

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

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



MUSCLEPHARM CORP: Faces Investigation by SEC
--------------------------------------------
MusclePharm Corporation was recently informed that the Staff of
the U.S. Securities and Exchange Commission has issued a formal
order of investigation of the Company.

Following requests for information received by the Company from
the Denver Regional Office of the SEC, the Company is reviewing
its reports for the 2010 and 2011 fiscal years, which were
included in financial statements issued for the 2010 and 2011
fiscal years.  The Company and its auditors for the fiscal years
2010 and 2011 have voluntarily provided information to the Staff
and are cooperating with Staff requests.  The principal areas of
the Company's internal review relate to internal controls,
disclosures of related party transactions, settlements of claims
including share issuances, executive compensation, and disclosure
of perquisites.

                          About MusclePharm

Headquartered in Denver, Colorado, MusclePharm Corporation
(OTC BB: MSLP) -- http://www.muslepharm.com/-- is a healthy life-
style company that develops and manufactures a full line of
National Science Foundation approved nutritional supplements that
are 100 percent free of banned substances.  MusclePharm is sold in
over 120 countries and available in over 5,000 U.S. retail
outlets, including GNC and Vitamin Shoppe.  MusclePharm products
are also sold in over 100 online stores, including
bodybuilding.com, Amazon.com and Vitacost.com.

The Company reported a net loss of $23.28 million in 2011,
compared with a net loss of $19.56 million in 2010.  The Company's
balance sheet at June 30, 2013, showed $23.25 million in total
assets, $10.64 million in total liabilities and $12.61 million in
total stockholders' equity.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, Berman & Company,
P.A., in Boca Raton, Florida, expressed substantial doubt about
the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has a net loss of
$23,280,950 and net cash used in operations of $5,801,761 for the
year ended Dec. 31, 2011; and has a working capital deficit of
$13,693,267, and a stockholders' deficit of $12,971,212 at
Dec. 31, 2011.


NEWLEAD HOLDINGS: Announces 1-for-15 Common Shares Reverse Split
----------------------------------------------------------------
NewLead Holdings Ltd. On Oct. 1 disclosed that a 1-for-15 reverse
stock split of its common shares has been approved by the
Company's Board of Directors and by written consent of a majority
of shareholders, effective upon the commencement of trading on
October 17, 2013.  Due to the advance publication and notice
requirements of Bermuda law, the Company was required to extend
the effective date of the reverse stock split.

The reverse split will consolidate every 15 common shares into one
common share, par value of $0.01 per share.  As a result of the
reverse stock split, the number of common shares of the Company's
common shares outstanding would currently be reduced from
700,542,019 to approximately 46,702,802 shares, subject to
rounding up of all fractional shares to the nearest whole share.
In respect to the underlying common shares associated with any
derivative securities, such as warrants, options and convertible
notes, the conversion and exercise prices and number of common
shares issuable generally will be adjusted in accordance to the
1:15 ratio.  The number of authorized common shares and preferred
shares of NewLead will not be affected by the reverse split.

It is anticipated that the transaction will establish a higher
market price for the Company's common shares and reduce per share
transaction fees as well as certain administrative costs.

NewLead has recently appointed, effective as of October 7, 2013, a
new transfer agent, Continental Stock Transfer & Trust Co., which
will also act as exchange agent for the reverse stock split.  A
fter the reverse split takes effect, shareholders will receive
information from Continental regarding the process for exchanging
their common shares.  Continental will notify shareholders of
record that hold physical certificates as of the effective time to
transmit outstanding share certificates, and, unless requested,
will subsequently issue new book entry statements of holding
representing one post-split common share for every 15 common
shares held of record as of the effective time.  Shareholders that
currently hold common shares in book entry form will receive
updated statements of holding reflecting the reverse split and
need not take any action.

NewLead's common shares will begin trading on a split adjusted
basis when the market opens on October 17, 2013.  On that date and
for 20 trading days thereafter the Company's common shares will
trade under the ticker symbol "NEWLD" to provide notice of the
reverse stock split.  After this period, the symbol will revert to
"NEWL."

                   About NewLead Holdings Ltd.

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

Newlead Holdings Ltd. filed with the U.S. Securities and Exchange
Commission its annual report on Form 20-F disclosing a net loss of
$403.92 million on $8.92 million of operating revenues for the
year ended Dec. 31, 2012, as compared with a net loss of $290.39
million on $12.22 million of operating revenues for the year ended
Dec. 31, 2011.  The Company incurred a net loss of $86.34 million
on $17.43 million of operating revenues in 2010.

As of Dec. 31, 2012, Newlead Holdings had $61.79 million in total
assets, $177.42 million in total liabilities and a $115.62 million
total shareholders' deficit.

                        Going Concern Doubt

PricewaterhouseCoopers S.A., in Athens, Greece, 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 a net loss, has negative cash flows
from operations, negative working capital, an accumulated deficit
and has defaulted under its credit facility agreements resulting
in all of its debt being reclassified to current liabilities, all
of which raise substantial doubt about its ability to continue as
a going concern.


NIRVANIX INC: In a Blow to Cloud Computing, Company Shuts Down
--------------------------------------------------------------
Deborah Gage, writing for DBR Small Cap, reported that nearly two
weeks after reports that the cloud-storage company Nirvanix Inc.
was going under, the company has finally acknowledged they're
true.

According to the report, Nirvanix has now wiped all information
off its website, except for a notice saying that it's working with
International Business Machines Corp. and "dedicating the
resources we can" to either returning customers' data or helping
them transfer it to IBM, Amazon.com Inc., Google Inc., Microsoft
Corp. or some other cloud storage provider.

"We are working hard to have resources available through October
15 to assist you with the transition process," the website says,
the report related.

Since it was started in 2007, Nirvanix had raised about $70
million from firms including Khosla Ventures, Intel Capital,
Mission Ventures, Valhalla Partners and Windward Ventures,
according to VentureWire records, the report added.

The company described itself in press materials as "the leader in
enterprise cloud storage" and touted its "extreme security,
reliability and redundancy," the report further related.


NORD RESOURCES: Extends Cathode Sales Agreement Until Dec. 31
-------------------------------------------------------------
Nord Resources Corporation has extended its copper cathode sales
agreement with Red Kite Master Fund Limited for 100 percent of the
production from the Johnson Camp Mine, given the expiry of the
replacement copper cathode sales agreement between the parties
that was in place from Jan. 1, 2013, through Sept. 30, 2013.

The agreement runs through Dec. 31, 2013, with renewable
extensions by mutual agreement of both parties.  Pursuant to the
agreement, Red Kite accepts delivery of the cathodes at the
Johnson Camp Mine, and pricing is based on the COMEX price for
high?grade copper on the date of sale.

In July 2010, Nord suspended mining new ore at the Johnson Camp
Mine as it sought financing to permit the company to restructure
its debt and provide additional capital for constructing a new
leaching pad.  It continues to leach copper from the material
previously placed on the existing three pads on its property,
processing it through the Johnson Camp Mine's SX-EW plant.  As
expected, the level of copper production and sales continue to
decline at a steady rate.

                        About Nord Resources

Based in Tuczon, Arizona, Nord Resources Corporation
(TSX:NRD/OTCBB:NRDS.OB) -- http://www.nordresources.com/-- is a
copper mining company whose primary asset is the Johnson Camp
Mine, located approximately 65 miles east of Tucson, Arizona.
Nord commenced mining new ore in February 2009.

On June 2, 2010, Nord Resources appointed FTI Consulting to advise
on refinancing structures and strategic alternatives.

Nord Resources disclosed a net loss of $10.25 million on $8.14
million of net sales for the year ended Dec. 31, 2012, as compared
with a net loss of $10.31 million on $14.48 million of net sales
in 2011.  The Company's balance sheet at March 31, 2013, showed
$50.09 million in total assets, $70.20 million in total
liabilities and a $20.10 million total stockholders' deficit.

"The results for 2012 continued to reflect the effects of the
measures that Nord implemented beginning in July 2010 to reduce
our costs, maximize cash flow, and improve operating
efficiencies," said Wayne Morrison, chief executive and chief
financial officer.

Mayer Hoffman McCann P.C., in Denver, Colorado, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company reported net losses of ($10,254,344) and
($10,316,294) during the years ended Dec. 31, 2012, and 2011,
respectively.  In addition, as of Dec. 31, 2012 and 2011, the
Company reported a deficit in net working capital of ($57,999,677)
and ($51,783,180), respectively.  The Company's significant
historical operating losses, lack of liquidity, and inability to
make the requisite principal and interest payments due under the
terms of the Amended and Restated Credit Agreement with its senior
lender raise substantial doubt about its ability to continue as a
going concern.

                        Bankruptcy Warning

"The Company's continuation as a going concern is dependent upon
its ability to refinance the obligations under the Credit
Agreement with Nedbank, the Copper Hedge Agreement with Nedbank
Capital, and the note payable with Fisher, thereby curing the
current state of default under the respective agreements.  Any
actions by Nedbank, Nedbank Capital or Fisher Industries to
enforce their respective rights could force us into bankruptcy or
liquidation," according to the Company's annual report for the
year ended Dec. 31, 2012.


ORCKIT COMMUNICATIONS: Incurs $1.2 Million Net Loss in Q2
---------------------------------------------------------
Orckit Communcations Ltd. filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 6-K disclosing a
net loss of US$1.24 million on US$2.39 million of revenues for the
three months ended June 30, 2013, as compared with a net loss of
US$2.25 million on US$3.52 million of revenues for the same period
during the prior year.

For the six months ended June 30, 2013, the Company reported a net
loss of US$3.40 million on US$4.67 million of revenues as compared
with a net loss of US$5.86 million on US$6.76 million of revenues
for the same period last year.

The Company's balance sheet at June 30, 2013, showed US$13.52
million in total assets, US$25.02 million in total liabilities and
a US$11.50 million total capital deficiency.

A copy of the Form 6-K is available for free at:

                       http://is.gd/xKvHaE

                          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.

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.


OVERSEAS SHIPHOLDING: Incurs $167.8-Mil. Net Loss in First Quarter
------------------------------------------------------------------
Overseas Shipholding Group, Inc., filed its quarterly report on
Form 10-Q, reporting a net loss of $167.8 million on
$247.4 million of shipping revenues for the three months ended
March 31, 2013, compared with a net loss of $36.9 million on
$292.4 million of shipping revenues for the same period last year.

Reorganization items included in the net loss for the first three
months of 2013 totaled $184.6 million.

The Company's balance sheet at March 31, 2013, showed
$4.031 billion in total assets, $3.658 billion in total
liabilities, and equity of $372.9 million.

A copy of the Form 10-Q is available at http://is.gd/HRvJO5

                    About Overseas Shipholding

Overseas Shipholding Group, Inc., headquartered in New York, is
one of the largest publicly traded tanker companies in the world,
engaged primarily in the ocean transportation of crude oil and
petroleum products.  OSG owns or operates 111 vessels that
transport oil and petroleum products throughout the world.

Overseas Shipholding Group and 180 affiliates filed voluntary
Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-20000) on
Nov. 14, 2012, disclosing $4.15 billion in assets and $2.67
billion in liabilities.  Greylock Partners LLC Chief Executive
John Ray serves as chief reorganization officer.  James L.
Bromley, Esq., and Luke A. Barefoot, Esq., at Cleary Gottlieb
Steen & Hamilton LLP serve as OSG's Chapter 11 counsel.  Derek C.
Abbott, Esq., Daniel B. Butz, Esq., and William M. Alleman, Jr.,
at Morris, Nichols, Arsht & Tunnell LLP, serve as local counsel.
Chilmark Partners LLC serves as financial adviser.  Kurtzman
Carson Consultants LLC is the claims and notice agent.

The Export-Import Bank of China, owed $312 million used for the
construction of five tankers, is represented by Louis R. Strubeck,
Jr., Esq., and Kristian W. Gluck, Esq., at Fulbright & Jaworski
LLP in Dallas; David L. Barrack, Esq., and Beret Flom, Esq., at
Fulbright & Jaworski in New York; and John Knight, Esq., and
Christopher Samis, Esq., at Richards Layton & Finger PA.  Chilmark
Partners, LLC serves as financial and restructuring advisor.

Akin Gump Strauss Hauer & Feld LLP, and Pepper Hamilton LLP, serve
as co-counsel to the official committee of unsecured creditors.
FTI Consulting, Inc., is the financial advisor and Houlihan Lokey
Capital, Inc., is the investment banker.


PACIFIC BEACON: S&P Lowers Series 2006A Bonds Rating to 'BB'
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its underlying rating
(SPUR) to 'BB (sf)' from 'BBB-' on Pacific Beacon LLC, Calif.'s
class III taxable military housing revenue bonds, series 2006A.
The outlook on these bonds is negative.  S&P also affirmed its
'AA (sf)' and 'A+ (sf)' SPURs and stable outlook on the issuer's
class I and class II taxable military housing revenue bonds,
respectively.  The bonds were issued on behalf of the Naval Base
San Diego Unaccompanied Housing Project.

"The rating actions reflect our view of strong debt service
coverage on the class I and class II bonds, the very strong asset
quality, and the high military essentiality of Naval Station San
Diego, offset by the weak coverage ratio on the class III bonds,"
said Standard & Poor's credit analyst Karen Fitzgerald.

The stable outlook on the class I and class II bonds reflects
S&P's view of the strong coverage levels, the strength of the
revenue stream, the project's high occupancy rate, the military
importance of Naval Station San Diego San Diego to the Department
of Defense, and the experience of the project owner and managing
member.  The negative outlook on the class III bonds reflects
S&P's view of the risk surrounding the weak DSC levels during the
past two years, and the likelihood that coverage could decline to
below 1.0x, thereby potentially triggering a draw on the project's
reserves.


PARADISE HOSPITALITY: Conversion Hearing Continued to Oct. 17
-------------------------------------------------------------
The hearing on Creditor RREF WB Acquisitions, LLC's motion to
convert Paradise Hospitality, Inc.'s Chapter 11 case to one under
Chapter 7 of the Bankruptcy Code is continued to Oct. 17, 2013, at
10:30 a.m.

As reported in the TCR on Aug. 6, 2013, the Debtor opposed the
motion.  According to the Debtor, although it has not been able
yet to sell its Shopping Center as RREF would prefer, the Debtor
stands at the ready to afford the alternative treatment provided
by the confirmed Plan.  Further, the Debtor has in fact commenced
distributions under the Plan, has assumed management of
substantially all of the property dealt with by the plan, and had
transferred substantially all of the property proposed by the Plan
to be transferred.  The Debtor said, "The only obstacle is the
sale of the Shopping Center.  However, since the Plan expressly
provides an alternative treatment, the Reorganized Debtor has also
complied with this last requirement since it need only transfer
this Property as the Plan expressly provides."

Pursuant to the confirmed Plan, RREF is to be paid from the
proceeds of the sale of the Shopping Center.  Alternatively, if
the Debtor does not sell the shopping center, RREF is entitled to
exercise its rights under State law after providing a new notice
of default.

Moreover, according to the Debtor, it is not in the best interests
of creditors to convert the case to Chapter 7 as all of the
creditors, except for RREF and possibly taxing authorities, stand
to get nothing if the case is converted to Chapter 7.

RREF's Motion to Convert was reported in the TCR on July 22, 2013.
RREF argues that cause exists to convert the case because the
Debtor has failed to substantially consummate its First Amended
Chapter 11 Plan and is in material default of the Plan.
Specifically, RREF cited, the Plan requires the reorganized debtor
to sell its retail shopping center, the principal collateral
securing the repayment of one of the reorganized debtor's two
structured secured debts to RREF no later than 60 days after the
Plan Effective Date.

"That deadline has not passed, yet the reorganized debtor has not
only not sold the shopping center but it has rejected at least one
hard offer from a buyer to purchase the shopping center at an
amount substantially above RREF's debt amount," RREF said.

                   About Paradise Hospitality

Based in Fullerton, California, Paradise Hospitality, Inc., owns a
hotel located in Toledo, Ohio and a retail shopping center in El
Dorado, Arkansas.  The Debtor manages and operates the Hotel.
Haydn Cutler company currently manages the Retail Center.  The
Company filed for Chapter 11 bankruptcy (Bankr. C.D. Cal. Case
No. 11-24847) on Oct. 26, 2011, about three weeks after it lost
the right to use the Crowne Plaza for its hotel.  For now, the
hotel has been renamed Plaza Hotel Downtown Toledo.

Judge Erithe A. Smith presides over the case.  Giovanni Orantes,
Esq., at Orantes Law Firm, P.C., in Los Angeles, represents the
Debtor as counsel.  The Debtor disclosed $15,628,687 in assets and
$21,430,333 in liabilities as of the Chapter 11 filing.  The
Petition was signed by the Debtor's president, Dae In Kim, a
Korean businessman who lives in southern California.


PATRIOT COAL: Taps Ogletree as Special Labor-Relations Counsel
--------------------------------------------------------------
Patriot Coal Corporation, et al., ask the U.S. Bankruptcy Court
for the District of Missouri for authorization to employ Ogletree,
Deakins, Nash, Smoak & Stewart, P.C., nunc pro tunc to Aug. 1,
2013, as special labor-relations counsel that will be required
during the Debtors' Chapter 11 cases.

Ogletree Deakins will render, among others, these professional
services:

   -- prepare, on behalf of the Debtors, all necessary and
appropriate motions, proposed orders, other pleadings, notices and
other documents in connection with certain labor and employment
matters, most notably negotiating the collective bargaining
agreement (the "Retained Matters");

   -- advise and assist the Debtors in connection with any
settlements concerning the Retained Matters; and

   -- perform all other necessary or appropriate legal services in
connection with the Retained Matters.

Ogletree Deakins was previously retained by the Debtors under the
order authorizing the debtors to employ ordinary course
professionals, nunc pro tunc to the Petition Date, entered by the
SDNY Bankruptcy Court on Aug. 2, 2012.  Under the OCP Order,
monthly fees for ordinary course professionals are capped at
$50,000.  If payments to an ordinary course professional will
exceed $500,000 over the course of the Chapter 11 cases, that
professional must file a separate retention application under
Section 327 of the Bankruptcy Code.

According to papers filed with the Court, Ogletree Deakins'
aggregate fees in the Chapter 11 cases exceeded the Aggregate Cap
during August 2013, roughly 13 months after the Petition Date.
Specifically, during July and August 2013, Ogletree Deakins was
involved in intensive negotiations of the collective bargaining
agreements as issue in the cases, which caused them to exceed the
Aggregate Cap slightly in August.  Since the negotiations
proceeded on an almost continuous basis, Ogletree Deakins was
unable to prepare this Application and to conduct the requisite
conflicts checks until the negotiations concluded.

Ogletree Deakins intends to (a) charge for its legal services in
connection with the Retained Matters on an hourly basis at rates
that reflect a substantial negotiated discount from the rates that
Ogletree Deakins customarily charges for work of this type and (b)
seek reimbursement of actual, necessary and documented out-of-
pocket expenses.  The Debtors believe that these rates are
reasonable.

Substantially all of Ogletree Deakins' services will be provided
by persons in the firm's Washington, D.C. office or by John R.
Woodrum, Esq., a shareholder in the law firm of Ogletree Deakins.

Hourly rates for Ogletree Deakins' professionals based in
Washington D.C., which are subject to adjustment from time to
time, presently are as follows:

Shareholders and Counsel     $350 to $650
             Associates                   $250 to $365
             Legal Assistants             $165 to $175

To the best of the Debtors' knowledge, information and belief,
Ogletree Deakins represents no interest or holds any interest
adverse to the Debtors or their estates with respect to the
Retained Matters on which Ogletree Deakins is to be employed
consistent with Section 327(e) of the Bankruptcy Code.

                        About Patriot Coal

St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer
and marketer of coal in the eastern United States, with 13 active
mining complexes in Appalachia and the Illinois Basin.  The
Company ships to domestic and international electricity
generators, industrial users and metallurgical coal customers, and
controls roughly 1.9 billion tons of proven and probable coal
reserves.

Patriot Coal and nearly 100 affiliates filed voluntary Chapter 11
petitions in U.S. bankruptcy court in Manhattan (Bankr. S.D.N.Y.
Lead Case No. 12-12900) on July 9, 2012.  Patriot said it had
$3.57 billion of assets and $3.07 billion of debts, and has
arranged $802 million of financing to continue operations during
the reorganization.

Davis Polk & Wardwell LLP serves as lead restructuring counsel.
Bryan Cave LLP serves as local counsel to the Debtors.  Blackstone
Advisory Partners LP is serving as financial advisor, and AP
Services, LLC is providing interim management services to Patriot
in connection with the reorganization.  Ted Stenger, a Managing
Director at AlixPartners LLP, the parent company of AP Services,
has been named Chief Restructuring Officer of Patriot, reporting
to the Chairman and CEO.  GCG, Inc. serves as claims and noticing
agent.

The U.S. Trustee appointed a seven-member creditors committee.
Kramer Levin Naftalis & Frankel LLP serves as its counsel.
HoulihanLokey Capital, Inc., serves as its financial advisor and
investment banker.  Epiq Bankruptcy Solutions, LLC, serves as its
information agent.

On Nov. 27, 2012, the New York bankruptcy judge moved Patriot's
bankruptcy case to St. Louis.  The order formally sending the
reorganization to Missouri was signed December 19 by the
bankruptcy judge.  The New York Judge in a Jan. 23, 2013 order
denied motions to transfer the venue to the U.S. Bankruptcy Court
for the Southern District of West Virginia.

Patriot Coal Corporation on Sept. 6 filed a Plan of Reorganization
with the U.S. Bankruptcy Court for the Eastern District of
Missouri as contemplated by the terms of Patriot's Debtor-in-
Possession financing.  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.


PROVINCE GRANDE: "Bolton" Suit Stays in N.C. Business Court
-----------------------------------------------------------
Bankruptcy Judge A. Thomas Small denied the motion of debtor
Province Grande Olde Liberty, LLC, to authorize removal, or in the
alternative, to stay an action pending in the North Carolina
General Court of Justice, County of Wake, Superior Court Division,
Business Court entitled Bolton v. Province Grande Olde Liberty,
LLC, Case No. 10-CVS-12062.  A hearing was held on September 5,
2013, in Raleigh, North Carolina.

Province Grande Olde Liberty, LLC, filed a voluntary Chapter 11
petition (Bankr. E.D.N.C. Case No. 13-01563) on March 11, 2013.
After the debtor's bankruptcy filing, the Bolton case was removed
from the business court to the bankruptcy court.  On March 20,
2013, the plaintiffs in the Bolton case, Eric Levin and Howard
Shareff, filed a motion for relief from the automatic stay and for
mandatory abstention.  In an order entered on May 17, 2013, Judge
J. Rich Leonard found grounds for mandatory abstention, granted
the motion for relief from the automatic stay, and remanded the
Bolton case to the business court.

On July 24, 2013, Levin and Shareff filed an adversary proceeding
in the bankruptcy court, AP 13-00122-8-ATS, seeking equitable
subordination or recharacterization of some of the debtor's
secured debt.  The debtor, along with the secured creditor whose
debt is at issue, is a defendant in the equitable subordination
action.

On August 2, 2013, the debtor filed the motion seeking removal of
the Bolton case to the bankruptcy court on the grounds that the
equitable subordination action will require determination of the
same issues that are before the business court in the Bolton case.

According to Judge Small, there may be some overlap with the state
court litigation, but the causes of actions alleged in the
adversary proceeding are focused on the transactions between the
debtor and PEM and are sufficiently different that they should
proceed in the bankruptcy court.

A copy of Judge Small's Sept. 30, 2013 Order is available at
http://is.gd/6AfKizfrom Leagle.com.


RADIOSHACK CORP: Fitch Affirms 'CCC' LT Issuer Default Rating
-------------------------------------------------------------
Fitch Ratings has affirmed its 'CCC' Long-term Issuer Default
Rating (IDR) on RadioShack Corporation (RadioShack).

Key Rating Drivers:

The ratings reflect the significant decline in RadioShack's
profitability and cash flow, which has become progressively more
pronounced over the past six quarters. Weak results have been due
in particular to pressure on the company's mobility segment, and
have led to a marked deterioration in the company's credit
profile. There is a lack of stability in the business and no
apparent catalyst to stabilize or improve operations.

EBITDA of $8.3 million in the 12 months ended June 30, 2013
compares with $283 million in 2011 and $444 million in 2010.
EBITDA was negative in the second quarter of 2013, and Fitch
estimates it will be in the negative $20 million-$40 million range
for the full year. In 2014, in the absence of a meaningful gross
margin recovery in the signature platform to offset continued
margin pressure in the mobility segment and sharp sales declines
in the consumer electronics platform, Fitch projects EBITDA could
remain depressed at 2013 levels.

RadioShack's liquidity is adequate. Pro forma for the repayment of
$214 million of convertible notes in August 2013, the company is
left with $218 million in cash (excluding restricted cash) and
$386 million available on its secured credit facility. The
company's seasonal inventory swing is estimated at the lower end
of the range of $150 million-$250 million, indicating that the
company may not have to tap its revolver leading up to the
holidays.

Free cash flow (FCF) is estimated at around negative $50 million
this year, even after some benefit from a reduction in working
capital due to ongoing SKU reductions. Broadly assuming annual
capex of $50 million, interest expense of $40 million and neutral
working capital, with total fixed obligations of around $90
million, FCF could be negative $100 million or more in each of the
next two years. Fitch estimates the company will have sufficient
revolver capacity to handle projected negative FCF and working
capital swings over this period, though it will have very limited
headroom in 2015 unless it is able to raise additional capital.

The company has indicated that it may seek to refinance its
existing secured debt on more favorable terms. The nearest
maturities are the revolver and a $50 million term loan maturing
in January 2016.

Sales Mix Primary Challenge

RadioShack's push into mobile phones, which represented 53% of
2012 sales versus 30% in 2007, and the shift to smart phones, have
led to significant margin compression. The penetration of smart
phones will continue to grow, albeit at a slower rate, keeping
downward pressure on mobility margins. Recent growth from the
higher-margin signature platform, should it continue, could
provide some support to margins over time, though consolidated
profitability will remain depressed.

Comparable store sales declines in 2011-2012 were followed by a
slight 1.3% increase in comp sales in the second quarter of 2013,
driven by inventory clearance activity. Of the company's three key
product platforms, sales in consumer electronics (CE) were down
11.3% in the first half (in U.S. company-operated stores), and
mobility was down a slight 0.9%, while the signature platform,
which includes wireless accessories, was up
4.6%. Over the next few quarters, inventory clearance activity
will provide some support to comp store sales but keep downward
pressure on gross margins.

RadioShack's small-box consumer electronics stores have lost much
of their relevance given that mobile phones and other small
electronics are widely available at large box retailers and the
wireless carriers' own stores, as well as online. For the company
to survive long-term, management will have to find new products
that are exciting and unique to RadioShack. However, even if it is
successful in doing so, Fitch believes it will be difficult to
change customer perceptions of the chain.

Recovery Analysis:

The ratings on the various securities reflect Fitch's recovery
analysis, which is based on a liquidation value of RadioShack in a
distressed scenario of about $638 million. Most of the value comes
from inventory (of which approximately 50% is estimated to be
mobile phones), and accounts receivable, including receivables
from wireless carriers (net of estimated payables to the wireless
carriers).

Applying this value across the capital structure results in an
outstanding recovery prospect (91%-100%) for the asset-based
lending (ABL) facility, which includes both the $450 million
revolver and the two term loans totaling $75 million (which have a
last-out provision), and are therefore rated 'B/RR1'. The ABL
facility is collateralized by a first lien on inventory,
receivables, and key real estate.

The $100 million term loan due Sept. 2017 is rated one notch below
the ABL at 'B-/RR2'. The facility has a first lien on intellectual
property; furniture, fixtures, and equipment (FF&E); and, some
nominal real estate, to which Fitch does not attribute much value.
The term loan facility also has a second lien on the collateral
securing the ABL facility. The unsecured senior notes are rated
'CC/RR6', reflecting poor recovery prospects (0%-10%).

Rating Sensitivities:

Stabilization in the business leading to a sustainable recovery in
operating trends and financial flexibility could lead to an
upgrade.

Continued deterioration in EBITDA that further constrains cash
flow and liquidity, and impedes the company's day to day
operations would lead to a downgrade.

Fitch has affirmed the following ratings:

RadioShack Corporation

-- Long-term IDR at 'CCC'
-- $450 million senior secured revolving credit facility at
   'B/RR1';
-- $75 million senior secured term loan tranches at 'B/RR1'
-- $100 million senior secured term loan facility at 'B-/RR2'
-- Senior unsecured notes at 'CC/RR6'.


RELIABRAND INC: Farber Hass Hurley Raises Going Concern Doubt
-------------------------------------------------------------
Reliabrand Inc. filed with the U.S. Securities and Exchange
Commission on Sept. 30, 2013, its annual report on Form 10-K for
the fiscal year ended June 30, 2013.

Farber Hass Hurley LLP, in Granada Hills, Cal., expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
has earned US$128,546 in revenue since inception and has an
accumulated deficit US$3,377,557.

The Company reported a net loss of US$2.0 million on US$114,946 of
revenues in fiscal 2013, compared with a net loss of US$822,702 on
US$13,600 of revenues in fiscal 2012.

The Company's balance sheet at June 30, 2013, showed
US$1.9 million in total assets, US$445,289 in total current
liabilities and stockholders' equity of US$1.4 million.

A copy of the Form 10-K is available at http://is.gd/2PGU5b

Based in Kelowna, B.C., Canada, Reliabrand Inc. has developed and
has begun manufacturing a newer version of the Adiri baby bottles
and related components such as sippy cups.  The Company intends to
aggressively promote and market the bottles and hopes to secure
widespread retail distribution outlets for the bottles.  The
Company manufactures the baby bottles and accessories in China.

Presently, the Company is selling the baby bottles through its
online website and has begun limited retail distribution as well.
The Company is presently in discussion with distributors of baby
bottles and related products in over 20 countries worldwide.


RELIANCE INSURANCE: Off The Hook for Pa. Warranty Claims
--------------------------------------------------------
Law360 reported that state law clears the defunct Reliance
Insurance Co. from having to provide coverage to a former
policyholder for claims on consumer product warranties that were
made after the insurer began liquidation proceedings in 2001, a
Pennsylvania state judge has ruled.

According to the report, Pennsylvania Commonwealth Court Judge
Bonnie Leadbetter on Sept. 16 upheld the findings of a court-
appointed referee who determined that state law extended insurance
coverage for no more than 30 days after entry of a liquidation
order, and shot down arguments from Warrantech Consumer Products
Services Inc.

A Pennsylvania-based insurance company, Reliance Insurance
Company, was licensed to write insurance in all 50 states.  The
states with the largest number of policyholders included
California, New York, Florida, Pennsylvania, Illinois and Texas.
Reliance Insurance Company's insurance business consisted
primarily of workers' compensation, commercial auto, commercial
liability and personal auto coverage.

Based in New York City, Reliance Group Holdings Inc. owns 100% of
Reliance Financial Services Corporation.  Reliance Financial, in
turn, owns 100% of Reliance Insurance Company.  The holding and
intermediate finance companies filed for chapter 11 protection on
June 12, 2001 (Bankr. S.D.N.Y. Case No. 01-13403) listing
$12,598,054,000 in assets and $12,877,472,000 in debts.  The
insurance unit is being liquidated by order of the Commonwealth
Court of Pennsylvania dated Oct. 3, 2001.  The Bankruptcy Court
confirmed the Creditors' Committee's Plan of Reorganization on
Jan. 25, 2005.


REMARK MEDIA: Restates 2012 Form 10-K; Records $6-Mil. Net Loss
---------------------------------------------------------------
Remark Media, Inc., filed with the U.S. Securities and Exchange
Commission on Sept. 26, 2013, Amendment No. 1 to its annual report
on Form 10-K for the fiscal year ended Dec. 31, 2012, to correct a
non-cash accounting error.

The Company relates that subsequent to filing its 2012 Form 10-K
with the SEC on April 15, 2013, the Company, together with its
auditors, determined that it should have used derivative liability
accounting to account for the fair value of the warrants issued by
the Company in its February 2012 equity financing in recording the
proceeds received from that transaction, due to the anti-dilution
provision associated with the exercise price of the warrants.
"The Company previously recorded all of the proceeds from the
Equity Financing as equity."

In its revised audit report dated Sept. 26, 2013, Cherry Bekaert
LLP, in Atlanta, Ga., said that the Company's cumulative net
losses since inception of approximately $104.8 million (as
restated) and cash used in operating activities of approximately
$7.9 million during the two years ended Dec. 31, 2012, raise
substantial doubt about the Company's ability to continue as a
going concern.

The Company recorded a net loss of $6.0 million in 2012, compared
with a net loss of $6.8 million in 2011.

"For the twelve months ended December 2012 and 2011, we generated
revenue of $0.5 million and $5.0 million respectively, of which
100% was generated from our Brands segment for 2012 and 97% was
generated from our Content and Platform services segment for 2011.

"The decrease in revenue is primarily attributable to the
elimination of the services provided to Sharecare and Discovery
during 2012 as compared to 2011, as the services agreements with
Sharecare and Discovery concluded in December 2011, and we did not
renew or enter into new agreements in the Content and Platform
segment.

The Company's balance sheet at Dec. 31, 2012, showed $6.4 million
in total assets, $3.9 million in total liabilities, and
stockholders' equity of $2.5 million.

A copy of the Form 10-K/A is available at http://is.gd/YaoIFU

Remark Media, Inc., (NasdaqCM: MARK) is a global digital media
company incorporated in Delaware and headquartered in Atlanta,
with operations in Las Vegas, Miami, Beijing and Sao Paulo.
Remark Media's current operating segment is Brand, which contains
its digital media properties in China and Brazil, its personal
finance vertical, and its 18-to-34 year old lifestyle vertical.
The Company historically has operated a Content and Platform
Services segment, to provide consulting services.  The Company
does not anticipate taking on new clients in the Content and
Platform Services segment in the near future.


RESIDENTIAL CAPITAL: Balks at Sidney and Yvonne Lewis's Claims
--------------------------------------------------------------
Residential Capital LLC and its affiliates object to, and ask the
Court to disallow and expunge, without leave to amend (1) proof of
claim no. 932 filed by Sidney T. Lewis and Yvonne D. Lewis against
Debtor GMAC Mortgage, LLC, in the face amount of $25 million
dollars, and (2) proof of claim no. 933 filed by Sidney T. Lewis,
as executor and heir of the estate of Bettie Hamilton, against
GMACM in the face amount of $5 million dollars.

According to Gary S. Lee, Esq., at Morrison & Foerster LLP, in New
York, the Lewis Claims fail to provide an intelligible statement
of how the Debtors harmed the Lewises and should be disallowed and
expunged for that reason.  In addition, to the extent the Lewis
Claims can be construed as containing an intelligible claim, the
Lewis Claims fail to establish entitlement to relief under
applicable law because the Lewises do not have a right to assert
damages based on equitable defences, Mr. Lee further asserts.

A hearing on the claims objection is scheduled for Nov. 7, 2013 at
2:00 p.m. (Prevailing Eastern Time).  Responses are due Oct. 2.

Norman S. Rosenbaum, Esq., and Jordan A. Wishnew, Esq., at
MORRISON & FOERSTER LLP, in New York, also represent the Debtors.

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities at March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap sold most of the businesses for a combined $4.5 billion.
The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.

ResCap has been settling disputes with creditors as it prepares
for a hearing in November 2013 where it will ask a judge to
approve a plan to distribute billions of dollars to creditors.
Under the plan, unsecured creditors would get are covery of 36
percent on their claims, while debts backed by collateral will be
paid in full.  The plan is based on a $2.1 billion settlement with
ResCap's parent, Ally Financial Inc., and creditors, including
mortgage bond investors who blame both companies for their losses.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


RESIDENTIAL CAPITAL: Objects to Corla Jackson's Claim No. 4443
--------------------------------------------------------------
Residential Capital LLC and its affiliates object to, and ask the
Court to disallow and expunge, Claim No. 4443 filed by Corla
Jackson on the grounds that the Claim is without merit and does
not include colorable claims against any of the Debtors.

Ms. Jackson asserts a secured and general unsecured claim for
$100 million believed by the Debtors to be predicated on a lawsuit
pending in the U.S. District Court for the Southern District of
Alabama against Debtor GMAC Mortgage, LLC, for which no final
judgment has been entered.  According to Norman S. Rosenbaum,
Esq., at Morrison & Foerster LLP, in New York, in support of the
Claim, Ms. Jackson attached a confusing collection of documents
like account statements, news articles, medical records, invoices,
pleadings in the Chapter 11 cases, and pleadings in her personal
bankruptcy case.

A hearing on the claims objection is scheduled for Nov. 7, 2013 at
2:00 p.m. (ET).  Responses are due Oct. 9.

The Debtors are also represented by Gary S. Lee, Esq., Adam A.
Lewis, Esq., and Naomi Moss, Esq., at MORRISON & FOERSTER LLP, in
New York; and Blake B. Goodsell, Esq., and Jon H. Patterson, Esq.,
at BRADLEY ARANT BOULT CUMMINGS LLP, in Birmingham, Alabama.

                     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.

ResCap has been settling disputes with creditors as it prepares
for a hearing in November 2013 where it will ask a judge to
approve a plan to distribute billions of dollars to creditors.
Under the plan, unsecured creditors would get are covery of 36
percent on their claims, while debts backed by collateral will be
paid in full.  The plan is based on a $2.1 billion settlement with
ResCap's parent, Ally Financial Inc., and creditors, including
mortgage bond investors who blame both companies for their losses.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


RESIDENTIAL CAPITAL: Disputes R. Sweeting's $158.3-Mil. Claims
--------------------------------------------------------------
Robert Sweeting asks the Bankruptcy Court not to dismiss his
claims against Residential Capital LLC and its affiliates for four
reasons: (1) the underlying judgment was procured by fraud and
that state court action is still being prosecuted, which may allow
claims against GMAC Mortgage, LLC, to be reasserted on the ground
of contempt of court; (2) GMAC abused the process of the Orange
County Superior Court in order to allow a successor in title,
Island Source, II, to evict the Claimant by allowing it to use its
fraudulent judgment; and (3) the Claimant recently discovered that
GMAC owns Executive Trustee Service, the company which performed
the physical foreclosure, when a review of the GMAC file would
indicate there were substantial problems with the loan; and (4)
Mortgage Electronic Registration System, Inc., which is still a
defendant in the wrongful foreclosure action, has an indemnity
agreement with GMAC.

As reported in the Sept. 11, 2013 edition of the TCR, Residential
Capital LLC and its affiliates object to, and ask the Bankruptcy
Court to disallow and expunge Proof of Claim No. 1360 and Proof of
Claim No. 1361 each filed by Robert Sweeting against Debtor GMAC
Mortgage, LLC, on the grounds that the Claims (a) fail to state a
basis for liability against the Debtors, and (b) lack sufficient
documentation in support of the alleged claims against
the Debtors.

The Claims filed against GMAC Mortgage, each of which alleges
$79,170,000 in claims, have been dismissed twice with prejudice in
the lawsuit pending in the Superior Court of the State of
California, Orange County, Norman S. Rosenbaum, Esq., at Morrison
& Foerster LLP, in New York, relates.  The Claimant is a borrower
whose loan was serviced by GMAC.

                     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.

ResCap has been settling disputes with creditors as it prepares
for a hearing in November 2013 where it will ask a judge to
approve a plan to distribute billions of dollars to creditors.
Under the plan, unsecured creditors would get are covery of 36
percent on their claims, while debts backed by collateral will be
paid in full.  The plan is based on a $2.1 billion settlement with
ResCap's parent, Ally Financial Inc., and creditors, including
mortgage bond investors who blame both companies for their losses.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


RESIDENTIAL CAPITAL: Judge Issues Opinion in Suit vs. Jr. Holders
-----------------------------------------------------------------
Judge Martin Glenn on Sept. 20 issued a memorandum opinion
explaining his Aug. 29 order in the adversary proceeding under
which the Official Committee of Unsecured Creditors in Residential
Capital LLC's Chapter 11 cases wants the Bankruptcy Court to
determine the extent of the liens securing junior secured notes,
whether junior secured noteholders are oversecured and entitled to
postpetition interest, and the appropriate rate for any interest
if applicable.

Judge Glenn, according to Bill Rochelle, the bankruptcy columnist
for Bloomberg News, scheduled a 10-day trial beginning Oct. 15 to
decide whether the junior noteholders are entitled to payment in
full, with interest.  One of the issues to be tackled during the
trial will be what is included in the collateral package.

The Junior Noteholders assert that they had a secured claim in the
amount of $2.223 billion as of the Petition Date, including
principal and accrued prepetition interest.  Arguing that the JSNs
are undersecured, the Committee estimates the value of the
collateral securing the Junior Secured Notes at approximately
$1.69 billion.

The Junior Noteholders, at oral argument, appeared to concede that
not all property recovered by avoidance actions is subject to
their liens, and instead argued that they may retain some priority
security interest in any proceeds of avoidance actions if the JSNs
had a prepetition lien on the subject property.  The Plaintiffs
contend that all property returned to the estate by an avoidance
action is free and clear of any liens.  Judge Glenn explained that
avoidance actions, including those arising under state law, can
only be brought by the trustee after the petition is filed under
the trustee's Section 554(b) rights.  These claims, therefore,
arise postpetition and must be considered after-acquired property
belonging to the estate, Judge Glenn said.  Accordingly, Judge
Glenn dismissed Counterclaim Nine, which seeks a declaration that
proceeds of avoidance actions constitute additional collateral for
the JSNs and are subject to the JSNs' liens.  The Counterclaim
fails because the proceeds of avoidance actions belong to the
estate and are not JSN collateral.

Moreover, Judge Glenn held that the JSNs do not have liens on
commercial torts against Ally Financial, Inc.  Judge Glenn,
however, said that what is a commercial tort remains an issue that
may require later determination.  Given that the JSNs have no
liens against avoidance actions or commercial tort actions, the
Court granted in part the Plaintiffs' motion to dismiss
Counterclaims Seven and Thirty-five and granted the Plaintiffs'
motion to dismiss Counterclaim Nine in its entirety.

Furthermore, Judge Glenn ruled that the JSNs do not have liens on
any collateral released by the Collateral Agent.  According to
Judge Glenn, the Junior Noteholders may have a claim against Wells
Fargo as Collateral Agent, but not against the Debtors or the
Committee.  Judge Glenn pointed out that the releases are
unambiguous and plainly indicate the secured party's intent to
release the collateral.  Judge Glenn further pointed out that the
Collateral Agent had authority to release the Collateral and the
releases were effective as the Collateral Agent was the secured
party of record and filed the UCC-3s in that capacity.  The
UCC-3s, according to Judge Glenn, put the Junior Noteholders on
notice to inquire further about the removal of the perfection on
the Collateral.  Given that the releases were effective, and the
UCC-3s were properly filed by the Collateral Agent, the Court
granted the motion to dismiss Counterclaims Twenty-two and Twenty-
three, and those Counterclaims are dismissed with prejudice.  The
dismissal of Counterclaims Twenty-two and Twenty-three also makes
it unnecessary for the Court to address Counterclaims Twenty-four
and Twenty-five, each of which depended on the viability of the
Defendants' assertion that the releases were somehow ineffective.
The Court therefore granted the motion to dismiss Counterclaims
Twenty-four and Twenty-five, and those
Counterclaims are dismissed with prejudice as well.

The cases are:

   * OFFICIAL COMMITTEE OF UNSECURED CREDITORS, on behalf of the
     estates of the Debtors, Plaintiff, v. UMB Bank, N.A., as
     successor indenture trustee under that certain Indenture,
     dated as of June 6, 2008; and WELLS FARGO BANK, N.A., third
     priority collateral agent and collateral control agent under
     that certain Amended and Restated Third Priority Pledge and
     Security Agreement and Irrevocable Proxy, dated as of
     December 30, 2009, Defendants, Adversary Proceeding No.
     13-1277 (MG)(Bankr. S.D.N.Y.); and

   * RESIDENTIAL CAPITAL, LLC, et al, Plaintiffs, v. UMB BANK,
     N.A., as successor indenture trustee under that certain
     Indenture, dated as of June 6, 2008; and WELLS FARGO BANK,
     N.A., third priority collateral agent and collateral control
     agent under that certain Amended and Restated Third Priority
     Pledge and Security Agreement and Irrevocable Proxy, dated
     as of December 30, 2009, Defendants, Adversary Proceeding
     No. 13-01343 (MG)(Bankr. S.D.N.Y.).

A full-text copy of Judge Glenn's Sept. 20 Decision is available
for free at http://bankrupt.com/misc/RESCAP_umbapord0920.pdf

Appearances were made by:

   * David M. Zensky, Esq., at AKIN GUMP STRAUSS HAUER & FELD
     LLP, in New York, Special Counsel to UMB Bank, N.A.,

   * Gregory A. Horowitz, Esq., and Kenneth Eckstein, Esq., at
     KRAMER LEVIN NAFTALIS & FRANKEL LLP, in New York, Counsel
     for the Official Creditors' Committee

   * J. Christopher Shore, Esq., at WHITE & CASE LLLP, in New
     York, Attorneys for Ad Hoc Group of Junior Secured
     Noteholders

   * Jamie A. Levitt, Esq., at MORRISON & FOERSTER LLP, in New
     York, Attorneys for Debtors

   * Theresa Foudy, Esq., at CURTIS, MALLET-PREVOST, COLT & MOSLE
     LLP, in New York, Conflicts Counsel to Debtors

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities at March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap sold most of the businesses for a combined $4.5 billion.
The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.

ResCap has been settling disputes with creditors as it prepares
for a hearing in November 2013 where it will ask a judge to
approve a plan to distribute billions of dollars to creditors.
Under the plan, unsecured creditors would get are covery of 36
percent on their claims, while debts backed by collateral will be
paid in full.  The plan is based on a $2.1 billion settlement with
ResCap's parent, Ally Financial Inc., and creditors, including
mortgage bond investors who blame both companies for their losses.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


RESIDENTIAL CAPITAL: "Jenkins" Suit vs. J. Faber, Mers Dismissed
----------------------------------------------------------------
In a memorandum opinion dated Sept. 18, 2013, Judge Glenn of the
U.S. Bankruptcy Court for the Southern District of New York
granted Defendants Judy Faber and Mortgage Electronic Registration
System, Inc.'s motion to dismiss the adversary proceeding
captioned MARION L. JENKINS AND SHARON JENKINS, Plaintiffs, v.
RESIDENTIAL FUNDING COMPANY, LLC, et al., Defendants, Adv. Pro.
No. 12-01935 (MG)(Bankr. S.D.N.Y.).

According to Judge Glenn, the Bankruptcy Court has no subject
matter jurisdiction to entertain the claim asserted by the Jenkins
against Ms. Faber, who is Vice President of Debtor Residential
Funding Corporation, because Ms. Faber did not file a proof of
claim against the Debtors.

MERS, however, filed a proof of claim against the Debtors but
Judge Glenn ruled that the complaint failed to state a basis for
MERS's purported liability to the Jenkins.

A full-text copy of Judge Glenn's Decision is available for free
at http://bankrupt.com/misc/RESCAP_jenkins0918.pdf

Appearances were made by:

   * James P. Watkins, Esq., at BRADLEY ARANT BOULT CUMMINGS LLP,
     in Birmingham, Alabama, as Special Litigation Counsel to
     Debtors

   * Norman A. Rosenbaum, Esq., at MORRISON & FOERSTER LLP, in
     New York, as attorneys for the Debtors

   * MARION L. JENKINS and SHARON JENKINS, Pro Se Plaintiff

                     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.

ResCap has been settling disputes with creditors as it prepares
for a hearing in November 2013 where it will ask a judge to
approve a plan to distribute billions of dollars to creditors.
Under the plan, unsecured creditors would get are covery of 36
percent on their claims, while debts backed by collateral will be
paid in full.  The plan is based on a $2.1 billion settlement with
ResCap's parent, Ally Financial Inc., and creditors, including
mortgage bond investors who blame both companies for their losses.

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).


RESPONSE BIOMEDICAL: To Sell $4 Million Subscription Receipts
-------------------------------------------------------------
Response Biomedical Corp. announced the brokered and non-brokered
private placement of Subscription Receipts for aggregate gross
proceeds of up to $4,000,000.  The transaction, which includes an
investment by the Company's largest shareholder, OrbiMed Advisors
LLC, is subject to shareholder approval and is expected to close
in early November 2013.

Response has entered into an agency agreement with Bloom Burton &
Co. Inc. to act as agents on a "best efforts" basis to sell, on a
private placement basis, up to 816,326 subscription receipts, at a
price of $2.45 per Subscription Receipt, for aggregate proceeds to
Response of up to $2,000,000.  In addition, Response has entered
into Subscription Agreements with affiliates of OrbiMed Advisors,
LLC, pursuant to which OrbiMed has subscribed for 816,325
Subscription Receipts at a price of $2.45 per Subscription
Receipt, for aggregate proceeds to Response of approximately
$2,000,000.

Each Subscription Receipt will automatically entitle the holder to
receive, without payment of additional consideration, one unit of
the Company, upon receipt of the necessary shareholder and TSX
approvals of the Private Placement.  Each Unit will consist of one
common share in the capital of the Company and one-half of one
warrant to purchase one common share.  Each Warrant will have a
term of 36 months and an exercise price of $3.58.

Concurrently with the execution of the Agency Agreement, the
Company has entered into Subscription Agreements with subscribers
(other than OrbiMed) for 456,792 Subscription Receipts.  The
Company will be seeking shareholder approval of the Private
Placement at a special meeting of the Company's shareholders.
Prior to that meeting, the Company may enter into additional
Subscription Agreements with additional subscribers up to the
maximum aggregate proceeds for the Private Placement of $4,000,000
and if necessary, will hold more than one closing for the
Offering.

The Company has received the conditional approval of the TSX to
list the Common Shares underlying the Units and the Common Shares
underlying the Warrants and Agent Warrants on the TSX.  Listing
will be subject to satisfying all of the requirements of the TSX.
The gross proceeds of the Private Placement will be held in escrow
pending satisfaction of the Escrow Release Conditions.  The
Company intends to use the net proceeds of the Private Placement
to fund research and development and operating expenses and for
general working capital purposes.

Pursuant to the Agency Agreement, in return for acting as the
Company's agent in the Offering, the Agent will be entitled to
compensation in the following form: (a) a 5 percent cash
commission on the gross proceeds of the Offering (other than
proceeds from certain existing shareholders of the Company,
including OrbiMed); and (b) 7 percent warrant coverage on the
gross proceeds of the Offering (other than proceeds from certain
existing shareholders of the Company, including OrbiMed).  Each
Agent Warrant will be exercisable for one Common Share for a
period of 24 months and will have an exercise price of $2.45.

Under the rules of the TSX, as (i) the aggregate number of listed
securities of the Company issuable in the Private Placement is
greater than 25 percent of the number of securities of the Company
which are outstanding, on a non-diluted basis, (ii) insiders are
expected to participate in the Private Placement for greater than
10 percent of the total number of securities proposed to be
issued; and (iii) the exercise price for the Agent Warrants is
below the "market price" of the Common Shares as determined by the
TSX Company Manual, the Company is required to seek disinterested
shareholder approval of the Private Placement. Common Shares held
by all insiders intending to participate in the Private Placement
will be excluded from such vote.  The Company will seek
disinterested shareholder approval of the Private Placement at a
special meeting of the Company's shareholders currently scheduled
for on or about Nov. 7, 2013.  Further details regarding the
Private Placement and the meeting will be contained in a
Management Information Circular to be mailed by the Company to
shareholders and made available on the Company's profile at SEDAR
at www.sedar.com or on the SEC's EDGAR Web site at www.sec.gov.

There can be no assurance as to whether or when the Private
Placement may be completed or whether the Escrow Release
Conditions will ever be met and the Units underlying the
Subscription Receipts released to the subscribers.  If the Escrow
Release Conditions are not satisfied in accordance with the terms
of the Private Placement on or before Nov. 24, 2013, holders of
the Subscription Receipts will be entitled to the return of their
subscription amount without interest.

Additional information is available for free at:

                        http://is.gd/AJr8iP

                     About Response Biomedical

Based in Vancouver, Canada, Response Biomedical Corporation
develops, manufactures and sells diagnostic tests for use with its
proprietary RAMP(R) System, a portable fluorescence immunoassay-
based diagnostic testing platform.  The RAMP(R) technology
utilizes a unique method to account for sources of error inherent
in conventional lateral flow immunoassay technologies, thereby
providing the ability to quickly and accurately detect and
quantify an analyte present in a liquid sample.  Consequently, an
end-user on-site or in a point-of-care setting can rapidly obtain
important diagnostic information.  Response Biomedical currently
has thirteen tests available for clinical and environmental
testing applications and the Company has plans to commercialize
additional tests.

Response Biomedical disclosed a net loss and comprehensive loss of
C$5.28 million on C$11.75 million of product sales for the year
ended Dec. 31, 2012, as compared with a net loss and comprehensive
loss of C$5.37 million on C$9.02 million of product sales during
the prior year.

As of June 30, 2013, the Company had C$13.29 million in total
assets, C$18.57 million in total liabilities and a C$5.28 million
total shareholders' deficit.


RHYTHM & HUES: Files Liquidating Plan and Disclosure Statement
--------------------------------------------------------------
AWTR Liquidation, Inc., f/k/a Rhythm and Hues, Inc., and the
Official Committee of Unsecured Creditors delivered to the U.S.
Bankruptcy Court Central District of California a Plan of
Liquidation and accompanying disclosure statement.

Under the Plan, all holders of claims against the Debtors,
excluding administrative claims, ordinary course administrative
claims, professional fee claims, U.S. Trustee Fees, and priority
claims, are impaired and are entitled to vote.  Holders of general
unsecured claims will each become a holder of a liquidation trust
interest and will receive from the Liquidation Trust a Pro Rata
share of the Liquidation Net Proceeds based on the amount of the
Liquidation Trust Interest to the extent provided in the Plan.

A full-text copy of the Disclosure Statement, dated Sept. 24,
2013, is available at http://bankrupt.com/misc/RHYTHMds0924.pdf

A status conference will be held on Oct. 15, 2013, at 11:00 a.m.

BRIAN L. DAVIDOFF, Esq., C. JOHN M. MELISSINOS, Esq., and COURTNEY
E. POZMANTIER, Esq., at GREENBERG GLUSKER FIELDS CLAMAN &
MACHTINGER LLP, in Los Angeles, California, serve as General
Bankruptcy Attorneys for the Debtor.

GARY E. KLAUSNER, Esq., GEORGE C. WEBSTER II, Esq., and ERIC D.
GOLDBERG, Esq., at STUTMAN, TREISTER & GLATT, PROFESSIONAL
CORPORATION, in Los Angeles, California, serve as counsel for the
Creditors' Committee.

                       About Rhythm and Hues

Rhythm and Hues, Inc., aka Rhythm and Hues Studios Inc., filed its
Chapter 11 petition (Bankr. C.D. Cal. Case No. 13-13775) in Los
Angeles on Feb. 13, 2013, estimating assets ranging from $10
million to $50 million and liabilities ranging from $50 million to
$100 million.  Judge Neil W. Bason oversees the case.  Brian L.
Davidoff, Esq., C. John M Melissinos, Esq., and Claire E. Shin,
Esq., at Greenberg Glusker, serve as the Debtor's counsel.
Houlihan Lokey Capital Inc., serves as investment banker.

The petition was signed by John Patrick Hughes, president and CFO.

R&H provided visual effects and animation for more than 150
feature films and has received Academy Awards for Babe and the
Golden Compass, an Academy Award nomination for The Chronicles of
Narnia and Life of Pi.  R&H owned a 135,000 square-foot facility
in El Segundo, California, and had more than 460 employees.

Key clients Universal City Studios LLC and Twentieth Century Fox,
a division of Twentieth Century Fox Film Corporation, provided DIP
financing.  They are represented by Jones Day's Richard L. Wynne,
Esq., and Lori Sinanyan, Esq.

The Official Committee of Unsecured Creditors tapped Stutman,
Treister & Glatt Professional Corporation as its counsel.

At the end of March 2013, the Debtor sold the business to 34x118
Holdings Inc., an affiliate of competitor Prana Studios Inc.  The
buyer agreed to pay $1.2 million cash, take over payment of the
loan financing the Chapter 11 effort, pay defaults on contracts
going along with the sale, and assume liabilities to employees for
as much as $5 million.  On May 24, 2013, the Debtor obtained Court
permission to change its corporate name to AWTR Liquidation, Inc.


RICEBRAN TECHNOLOGIES: Intends to Acquire H&N Distribution
----------------------------------------------------------
RiceBran Technologies plans to acquire Irving, Texas-based H&N
Distribution, Inc.

Founded by majority shareholder and CEO Mark S. McKnight, H&N is
an Irving, Texas-based formulator and co-packer of healthy and
natural products for the direct marketing, internet sales and
retail distribution markets both domestically and internationally.
H&N serves the natural products, nutritional supplement, and
nutraceutical and functional food sectors.

W. John Short, CEO & president of RBT commented, "We are excited
to enter into this new phase of growth for our NFF business after
working through the repositioning of our Company over the past two
years.  This transaction not only allows us to begin an aggressive
new launch of our high margin NFF business in a multi-billion
dollar worldwide market, but also brings a master formulator,
consummate sales professional and experienced business manager to
our senior team.  Mark brings a wealth of product development,
formulation and natural products sales experience that compliments
the skill sets of our other senior managers.  We are confident
that this acquisition will help accelerate the growth of our NFF
sales both in the US and internationally."

Mark McKnight, founder, majority shareholder and CEO of H&N said,
"Our team at H&N Distribution has spent years in the natural
products industry.  I am excited to see what we have built become
part of the RiceBran Technologies organization because I see our
company as a perfect fit to help leverage the wealth of
proprietary products they have already developed and to exploit
the vast potential of their patented  technologies.  Together, I
believe we have the ability to make a significant impact in the
healthy and natural products markets in the US and abroad.  With
John's leadership and strategic guidance, and in partnership with
the rest of the senior team at RBT, we have a tremendous
opportunity to achieve sustainable growth in the short, medium and
long term.  I am excited to join this strong and committed
management team."

RiceBran Technologies entered into an agreement with H&N and the
shareholders of H&N pursuant to which RBT will purchase 100
percent of the issued and outstanding shares of H&N for a
combination of cash and RBT common stock based on H&N's adjusted
EBITDA for the calendar year ending Dec. 31, 2013.  At closing,
H&N will become a subsidiary of RBT's USA Segment in a strategic
move aimed at a new launch of RBT's NFF business.  The closing of
the transaction is subject to certain closing conditions,
including the satisfaction of RBT's due diligence review of H&N.
The transaction is expected to close by year end.

Concurrent with the closing of the transaction, Mr. McKnight will
enter into a multi-year employment contract with RBT to become
senior vice president of Contract Manufacturing and a member of
RBT's Senior Management Committee.  Mr. McKnight will retain his
role as chief executive officer of H&N.

Full service investment bank Maxim Group LLC acted as advisor to
RBT for this transaction.

                           About RiceBran

Scottsdale, Ariz.-based RiceBran Technologies, a California
corporation, is a human food ingredient and animal nutrition
company focused on the procurement, bio-refining and marketing of
numerous products derived from rice bran.

As reported in the TCR on April 15, 2013, BDO USA, LLP, in
Phoenix, Arizona, expressed substantial doubt about RiceBran
Technologies' ability to continue as a going concern.  The
independent auditors noted that the Company has suffered recurring
losses from operations resulting in an accumulated deficit of
$204.4 million at Dec. 31, 2012.  "Although the Company emerged
from bankruptcy in November 2010, there continues to be
substantial doubt about its ability to continue as a going
concern."

The Company's balance sheet at June 30, 2013, showed $42.55
million in total assets, $36.84 million in total liabilities and
$8.01 million in total temporary equity, and a $2.29 million total
deficit attributable to the Company's shareholders.


RICHMOND VALLEY: Has Authority to Use Cash Collateral
-----------------------------------------------------
Judge Carla E. Craig of the U.S. Bankruptcy Court for the Eastern
District of New York authorized Richmond Valley Plaza, LLC, et
al.,

TD Bank, N.A., successor by merger to Commerce Bank/North, is also
authorized to collect and deposit the cash collateral postpetition
rents from tenants of Lots 1, 3 & 5, which will include all rent,
additional rent, taxes, insurance, CAM and other amounts due under
the leases, and deposit the Cash Collateral in a segregated bank
account.  As adequate protection to TD Bank for the Debtor's use
of Lots 1, 3 & 5, TD Bank will accrue interest on the lots
judgment at the per diem rate of $1,585 from and after the
Petition Date.  TD Bank is also granted a postpetition replacement
lien and security interest in all of the property, assets and
interests in property of the Shopping Center Debtors, other than
actions under Chapter 5 of the Bankruptcy Code.

Additionally, as adequate protection to TD Bank for the Debtor
T.M. Real Estate Holding LLC's postpetition use of Lot 80, TD Bank
is granted a postpetition replacement lien and security interest
in all property, assets and interests in property of the Debtor
TM, other than actions under Chapter 5, solely to the extent of
any diminution of the value of the Lot 80, which replacement lien
and security interest will be junior only to (a) all valid,
enforceable and perfected prior liens in existence as of the
Petition Date or duly perfected after the Petition Date under
Section 546(b), and (b) any liens arising during the chapter 11
cases that have priority as a matter of law.

Richmond Valley Plaza LLC filed a Chapter 11 petition
(Bankr. E. D. N.Y. Case No. 13-44040) on June 28, 2013 in
Brooklyn, New York.  Yann Geron, Esq. and Kathleen Aiello, Esq.,
of Fox Rothschild LLP, serve as counsel to the Debtor.  The Debtor
estimated up to $8,400,000 in assets and up to $6,517,934 in
liabilities. Affiliates, A.E.T. Realty Holding Corp., (Case No.
13-44043) and E.B. Realty Holding Corp (Case No. 13-44047) sought
Chapter 11 protections on the same day.


RITE AID: OKs Swap of Preferred Shares for 40MM Common Shares
-------------------------------------------------------------
Rite Aid Corporation agreed to exchange 7.75 shares of 7.0 Percent
Series G Convertible Preferred Stock and 1,876,013.37 shares of 6
Percent Series H Convertible Preferred Stock of the Company,
currently held by Green Equity Investors III, L.P., for 40,000,000
shares of the Company's common stock, par value $1.00 per share,
on the terms set forth in the agreement, dated as of Sept. 26,
2013, among Rite Aid Corporation and the Holder.  The agreement
took place in the form of an individually negotiated transaction
between the Company and the Holder.  Following the settlement of
this transaction, which is expected to occur on Sept. 30, 2013,
no shares of Series G Preferred Stock and no shares of the Series
H Preferred Stock will remain outstanding, and the Company's
Restated Certificate of Incorporation, as amended, will be further
amended to eliminate all references to the Series G Preferred
Stock and the Series H Preferred Stock.  John M. Baumer, a member
of the Board of Directors of the Company, is a limited partner of
Leonard Green & Partners, L.P., an affiliate of Green Equity.

The shares of Common Stock are being issued in reliance upon the
exemption from registration provided by Section 3(a)(9) of the
Securities Act of 1933, as amended.

On the Settlement Date, John M. Baumer, a member of the Board of
Directors of the Company elected by the holders of the Preferred
Stock, will resign from the Company's Board of Directors effective
as of the Settlement Date, in accordance with the terms of the
Exchange Agreement.

Following the settlement of this transaction, the Company intends
to file two Certificates of Elimination with the Secretary of
State of the State of Delaware to eliminate its Series G Preferred
Stock and its Series H Preferred Stock.  The Certificates of
Elimination will (i) eliminate the previous designations of the
Series G Preferred Stock and the Series H Preferred Stock, none of
which will be outstanding at the time of filing; (ii) cause the
Series G Preferred Stock and the Series H Preferred Stock to
resume their status as authorized but unissued shares of preferred
stock of the Company, without designation as to series; and (iii)
eliminate from the Company's Restated Certificate of Incorporation
all references to the Series G Preferred Stock and the Series H
Preferred Stock.

                        About Rite Aid Corp.

Drugstore chain Rite Aid Corporation (NYSE: RAD) --
http://www.riteaid.com/-- based in Camp Hill, Pennsylvania, is
one of the nation's leading drugstore chains with 4,626 stores in
31 states and the District of Columbia.

Rite Aid disclosed net income of $118.10 million on $25.39 billion
of revenue for the year ended March 2, 2013, as compared with a
net loss of $368.57 million on $26.12 billion of revenue for the
year ended March 2, 2012.  The Company's balance sheet at Aug. 31,
2013, showed $7.16 billion in total assets, $9.48 billion in total
liabilities and a $2.31 billion total stockholders' deficit.

                           *     *     *

As reported by the TCR on March 1, 2013, Moody's Investors Service
upgraded Rite Aid Corporation's Corporate Family Rating to B3 from
Caa1 and Probability of Default Rating to B3-PD from Caa1-PD.  At
the same time, the Speculative Grade Liquidity rating was revised
to SGL-2 from SGL-3.  This rating action concludes the review for
upgrade initiated on Feb. 4, 2013.

Rite Aid carries a 'B-' corporate credit rating from Standard &
Poor's Ratings Services.


RIVER ROAD: Dispute Over FBR's Fees Remanded for Trial
------------------------------------------------------
FBR CAPITAL MARKETS & CO., Appellant, v. BLETCHLEY HOTEL AT O'HARE
LLC, Appellee, No. 13 C 746 (N.D. Ill.), arises out of the
bankruptcy of River Road Hotel Partners, LLC and affiliates in
connection with their ownership of the Intercontinental Hotel at
O'Hare Airport. Pursuant to an Engagement Letter (Aug. 13, 2009)
and the Bankruptcy Court's Retention Order (Sept. 17, 2009), the
Debtors retained FBR as a financial advisor. FBR performed the
contracted-for financial services: it scrutinized restructuring
alternatives, analyzed the financial performance of the Debtors'
and competing hotels, and produced investment and management
memoranda for potential investors.

In July 2011, a restructuring took place based on a plan proposed
by a third party, not by FBR. That plan, the Lenders' Fourth
Amended Joint Chapter 11 Plan, created Bletchley Hotel at O'Hare
LLC.  Bletchley was designated to take an assignment from and
title to the Debtors' assets and manage the business while
administering all remaining bankruptcy claims against the estates.

For its work, FBR earned a monthly fee and had its expenses
reimbursed. The Engagement Letter and Retention Order refer to an
additional "Restructuring Fee," to be paid to FBR in the event of
"any Restructuring."  FBR applied to recover that fee, but
Bletchley claimed that FBR was not eligible to receive a
Restructuring Fee because the restructuring was based on a third
party's plan.

Bletchley argued that the contract was unclear, and that parol
evidence explained that FBR was not to be paid in the event of a
restructuring based on a third party's plan. In particular, the
Declaration of David Neff, counsel for the Debtors, indicated that
the parties understood the Restructuring Fee to be a "contingent
fee based on the results of FBR's efforts, like a success fee."
The Bankruptcy Court set the matter for trial.

FBR moved for summary judgment and moved in limine to preclude
Bletchley's parol evidence. In interpreting the Agreement, the
Bankruptcy Court found the Retention Order ambiguous and relied on
the challenged Neff Declaration to grant summary judgment sua
sponte for Bletchley.  The Bankruptcy Court then denied FBR's
motion in limine as moot.  The appeal followed.

In a Sept. 24, 2013 Memorandum Opinion and Order available at
http://is.gd/e9uktufrom Leagle.com, District Judge Harry D.
Leinenweber ruled that the Bankruptcy Court's denial of summary
judgment for FBR is affirmed, that Court's sua sponte grant of
summary judgment for Bletchley is reversed, and this matter is
remanded for trial.

Judge Leinenweber said, "The interpretation of the contract
language remains disputed. That dispute is material because it is
central to determining whether FBR is entitled to the fee, and
genuine because a reasonable jury could find for either party. For
example, a reasonable jury could view all the evidence and find
that Bletchley's view was the parties' understanding all along,
and FBR is not entitled to a Restructuring Fee based on what
transpired. Alternatively, a reasonable jury could discredit the
extrinsic evidence and find that, at the time of contracting, the
parties intended the broad meaning of "any Restructuring" urged by
FBR."

           About River Road Hotel & RadLAX Gateway Hotel

River Road Hotel Partners, LLC, developed and manages the
InterContinental Hotel Chicago O'Hare located in Rosemont,
Illinois.  Affiliate RadLAX Gateway Hotel LLC owns the Radisson
hotel at Los Angeles International Airport.  Both were controlled
owned by Harp Group.

River Road and its affiliates filed Chapter 11 in Chicago (Bankr.
N.D. Ill. Lead Case No. 09-30029) on Aug. 17, 2009.  Based in Oak
Brook, Illinois, River Road estimated assets of as much as
$100 million and debt of as much as $500 million in its Chapter 11
petition.  River Road disclosed $0 in assets and $14,400,000 in
liabilities as of the Chapter 11 filing.

RadLAX and its affiliates filed a separate chapter 11 petition
(Bankr. N.D. Ill. Case No 09-30047) also on the same date,
estimating assets at $50 million to $100 million.

David M. Neff, Esq., at Perkins Coie LLP, serves as counsel to the
River Road and RadLAX debtors.  The two cases, however, are not
jointly administered.

The Official Committee of Unsecured Creditors is represented by
Stephen T. Bobo and Ann E. Pille at Reed Smith LLP.

Adam A. Lewis, Esq., and Norman S. Rosenbaum, Esq., of Morrison
Foerster LLP of San Francisco, California; and John W. Costello,
Esq., and Mary E. Olson, Esq., of Wildman, Harrold, Allen & Dixon
LLP of Chicago, Illinois, represented Amalgamated Bank.  John
Sieger, Esq., and Andrew L. Wool, Esq., of Katten Muchin Rosenman
LLP represented U.S. Bank.

The bankruptcy judge in Chicago on July 7, 2011, signed a
confirmation order for the Chapter 11 plan for River Road.  The
plan, which was proposed by River Road's lender, Amalgamated Bank,
will give ownership in exchange for $162 million in debt.  The
lender waived its deficiency claim on taking title through the
plan.  The plan was declared effective Nov. 23, 2011.

RadLAX's case was dismissed in Sept. 2012.


ROCK POINTE: Amendment to Interim Cash Collateral Order Approved
----------------------------------------------------------------
Judge Frank L. Kurtz of the U.S. Bankruptcy Court for the Eastern
District of Washington approved amendments to the second interim
order regarding adequate protection payment and cash collateral
entered in Rock Pointe Holdings LLC's Chapter 11 case.

Section II(1) of the Cash Collateral Order is amended so that the
clause on lines 18 and 19 reads as follows: "until the entry of a
final non-appealable order in the Pierce County Superior Court
Case No. 10-2-12441-7, discharging the Receiver following the
approval of his final report and account (the ?discharge date')."

The Cash Collateral order is further amended to provide that "the
Receiver and Black Realty Management, Inc., are directed to pay
the duly appointed Chapter 11 Trustee for the Debtor up to $10,000
per month or $15,000 per month in the months in which the
disclosure statement is approved or the plan is confirmed,
provided that any unused amounts from any month may be used in
subsequent months, not to exceed $60,000 in aggregate, which may
be used by the Trustee to pay his fees and expenses following
court approval of the same, for amounts necessary to market and
sell the Property and to obtain confirmation of a plan of
liquidation; provided, that any other expense will be paid from
non-Cash Collateral sources; [i.e. proceeds of avoidance
actions]); provided, further, that to the extent that DMARC
consents to the continuation of the plan process beyond December
31, 2013 (without committing DMARC to any such extensions), the
Trustee and DMARC shall negotiate in good faith regarding
increases to the Trustee Budget in a manner consistent with prior
months."

The Chapter 11 Trustee is represented is John D. Munding, Esq., at
CRUMB & MUNDING, P.S., in Spokane, Washington.  DMARC 2006-CD2
Corporate Center, LLC, is represented by Allen M. Feld, Esq., at
SHEPPARD, MULLIN, RICHTER & HAMPTON, LLP, in Los Angeles,
California.

                       About Rock Pointe

Rock Pointe Holdings Company LLC owns the Rock Pointe Corporate
Center in Spokane, Washington.  The Company filed for Chapter 11
protection (Bankr. E.D. Wash. Case No.11-05811) on Dec. 2, 2011.
The Debtor estimated both assets and debts of between $50 million
and $100 million.

Southwell & O'Rourke, P.S., serves as counsel for the Debtor.

The U.S. Trustee appointed five unsecured creditors to serve on
the Debtor's Official Committee of Unsecured Creditors.  Kenneth
W. Gates is the counsel for the Committee.

Ford Elsaesser served as mediator for of all issues regarding the
treatment of the debt owed to DMARC.

The United States Trustee appointed John Munding as Chapter 11
trustee in the bankruptcy case.


SANTA FE GOLD: Incurs $10.4-Mil. Net Loss in Fiscal 2013
--------------------------------------------------------
Santa Fe Gold Corporation filed with the U.S. Securities and
Exchange Commission on Sept. 30, 2013, its annual report on Form
10-K for the fiscal year ended June 30, 2013.

StarkSchenkein, LLP, in Denver, Colorado, expressed substantial
doubt about the Company's ability to continue as a going concern,
citing that the Company has suffered recurring losses from
operations, has a working capital deficiency and needs to secure
additional financing to remain a going concern.

The Company reported a net loss of $10.4 million on $14.6 million
of sales in fiscal 2013, compared with a net loss of $4.2 million
on $9.8 million of sales in fiscal 2012.

The Company's balance sheet at June 30, 2013, showed $25.9 million
in total assets, $22.8 million in total liabilities, and
stockholders' equity of $3.1 million.

A copy of the Form 10-K is available at http://is.gd/dt9XDI

Santa Fe Gold Corporation (OTC BB: SFEG) is a U.S.-based mining
enterprise with producing mining operations in Lordsburg, New
Mexico, and exploration and development projects in southwestern
New Mexico, north-central New Mexico and Arizona.  Santa Fe
controls: (i) the Summit mine and Lordsburg mill in southwestern
New Mexico, which began commercial production in 2012; (ii) a
substantial land position near the Lordsburg mill, comprising the
core of the Lordsburg Mining District; (iii) the Mogollon gold-
silver project, within trucking distance of the Lordsburg mill;
(iv) the Ortiz gold property in north-central New Mexico; (v) the
Black Canyon mica deposit near Phoenix, Arizona; and (vi) a
deposit of micaceous iron oxide (MIO) in western Arizona.


SEANERGY MARITIME: Incurs $14.8 Million Net Loss in 2nd Quarter
---------------------------------------------------------------
Seanergy Maritime Holdings Corp. reported a net loss of $14.76
million on $6.80 million of net vessel revenue for the three
months ended June 30, 2013, as compared with a net loss of $28.35
million on $18.14 million of net vessel revenue for the same
period during the prior year.

For the six months ended June 30, 2013, the Company reported a net
loss of $13.70 million on $12.45 million of net vessel revenue, as
compared with a net loss of $34.72 million on $35.55 million of
net vessel revenue for the same period last year.

The Company's balance sheet at June 30, 2013, showed $78.70
million in total assets, $194.01 million in total liabilities and
a $115.31 million total deficit.

Stamatis Tsantanis, the Company's chief executive officer, stated:
"During the second quarter of 2013, Seanergy continued the
implementation of its financial restructuring plan that has
managed to significantly reduce its indebtedness since the
beginning of 2012.  We continue our efforts to deliver a viable
financial structure that should position our Company to benefit
from the prospective market recovery.  The sale, during the second
quarter of 2013, of the three Handysize-owning subsidiaries that
resulted in the full satisfaction of the associated loan
facilities, is positive for Seanergy as the Company has currently
one lender.  In addition, the Company expects a non cash gain of
approximately $20 million as a result of the sale of the three
Handysize-owning subsidiaries, which will be reflected in the
third quarter 2013 results.

We presently continue discussions with our remaining lender,
aiming to reach a solution that will enable Seanergy to complete
the restructuring of its outstanding debt."

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

                         http://is.gd/tvI9Ay

                            About Seanergy

Athens, Greece-based Seanergy Maritime Holdings Corp. is an
international company providing worldwide seaborne transportation
of dry bulk commodities.  The Company owns and operates a fleet
of seven dry bulk vessels that consists of three Handysize, two
Supramax and two Panamax vessels.  Its fleet carries a variety of
dry bulk commodities, including coal, iron ore, and grains, as
well as bauxite, phosphate, fertilizer and steel products.

In its audit report on the consolidated financial statements for
the year ended Dec. 31, 2012, Ernst & Young (Hellas) Certified
Auditors Accountants S.A., in Athens, Greece, expressed
substantial doubt about Seanergy Maritime's ability to continue
as a going concern.  The independent auditors noted that the
Company has not complied with the principal and interest
repayment schedule and with certain covenants of its loan
agreements, which in turn gives the lenders the right to call the
debt.  "In addition, the Company has a working capital deficit,
recurring losses from operations, accumulated deficit and
inability to generate sufficient cash flow to meet its
obligations and sustain its operations."

The Company reported a net loss of US$193.8 million on US$55.6
million of net vessel revenue in 2012, compared with a net loss
of US$197.8 million on US$104.1 million of net vessel revenue in
2011.


SECUREALERT INC: To Issue 269,681 Shares to Officers & Directors
----------------------------------------------------------------
SecureAlert, Inc., registered with the U.S. Securities and
Exchange Commission 269,681 shares of the Common Stock which may
be issued pursuant to certain outstanding Common Stock Purchase
Warrants granted to officers, directors and employees of the
Company, an additional 60,000 shares of Common Stock of Company
that may be issued under future awards granted under the Company's
2012 Equity Incentive Award Plan and 2006 Equity Incentive Award
Plan.  The 2012 Plan and the 2006 Plan were approved by the
shareholders of the Company on Dec. 21, 2011, and July 10, 2006,
respectively.  A copy of the Form S-8 prospectus is available for
free at http://is.gd/xr63Ao
                         About SecureAlert

Sandy, Utah-based SecureAlert, Inc., markets and deploys offender
management programs, combining patented GPS tracking technologies,
fulltime 24/7/365 intervention-based monitoring capabilities and
case management services.

Hansen, Barnett & Maxwell, P.C., in Salt Lake City, Utah, issued a
"going concern" qualification on the consolidated financial
statements for the fiscal year ended Sept. 30, 2012, citing
losses, negative cash flows from operating activities, notes
payable in default and an accumulated deficit, which conditions
raise substantial doubt about its ability to continue as a going
concern.

The Company's balance sheet at June 30, 2013, showed $27.63
million in total assets, $9.73 million in total liabilities and
$17.90 million in total equity.


SHILO INN: Court Schedules Disclosure Statement Hearing on Oct. 17
------------------------------------------------------------------
The hearing to consider the approval of the Chapter 11 disclosure
statement filed by Debtor Shilo Inn, Twin Falls, LLC, is set for
Oct. 17, 2013, at 1:30 p.m.

As reported in the TCR on Sept. 5, 2013, Shilo Inn, Twin Falls,
LLC, et al., filed with the U.S. Bankruptcy Court for the Central
District of California a Joint Plan of Reorganization and
Disclosure Statement dated Aug. 29, 2013.

Under the Plan, the Debtors propose to pay all claims in full,
unless otherwise agreed with the claimholder, with unsecured
claims to be paid over a three-month period from the Plan
Effective Date.

Non-insider general unsecured creditors can expect to have their
claims paid in full in this manner:

  -- The first payment will be made on the effective date of the
     Plan, which is anticipated to be on Jan. 2, 2014, in the
     aggregate amount of $64,596;

  -- The Reorganized Debtors will make two additional payments,
     each in the amount of $64,596 in months two and three
     following the Effective Date, for a total payout to non-
     insider general unsecured creditors in the amount of
     $193,788, which the Debtors believe constitutes 100% payment,
     excluding interest.

The Debtors included cash flow projections in its Plan proposal to
show that it will have sufficient cash on hand on the Plan
Effective Date to make the payment required.

A copy of the Plan and Disclosure Statement dated Aug. 29 is
available for free at:

     http://bankrupt.com/misc/SHILOINN_PlanDSAug29.PDF

                    About Shilo Inn, Twin Falls

Shilo Inn, Twin Falls, LLC, and six affiliates filed a Chapter 11
petition (Bankr. C.D. Cal. Case No. 13-21601) on May 1, 2013.
Judge Richard M. Neiter presides over the case.  Shilo Inn, Twin
Falls, estimated assets of at least $10 million and debts of at
least $1 million.

Shilo Inn, Twin Falls; Shilo Inn, Nampa Blvd, LLC; Shilo Inn,
Newberg, LLC; Shilo Inn, Seaside East, LLC, Shilo Inn, Moses Lake,
Inc.; and Shilo Inn, Rose Garden, LLC each operates and owns a
hotel.  California Bank and Trust is the primary, senior secured
lender for each of the Debtors.

The Debtors sought Chapter 11 protection after CBT on May 1, 2013,
filed for receiverships in district court.

David B. Golubchick, Esq., Kurt Ramlo, Esq., and J.P. Fritz, Esq.,
at Levene, Neale, Bender, Yoo & Brill LLP, in Los Angeles,
represent the Debtors in their restructuring effort.


SINCLAIR BROADCAST: Director Resigns
------------------------------------
Basil A. Thomas resigned from the Board of Directors of Sinclair
Broadcast Group, Inc.  Mr. Thomas's resignation was not the result
of any disagreement with the Company about its operations,
policies or practices.

                      About Sinclair Broadcast

Based in Baltimore, Maryland, Sinclair Broadcast Group, Inc.
(Nasdaq: SBGI) -- http://www.sbgi.net/-- one of the largest and
most diversified television broadcasting companies, currently owns
and operates, programs or provides sales services to 58 television
stations in 35 markets.  The Company's television group reaches
roughly 22% of U.S. television households and includes FOX,
ABC, CBS, NBC, MNT, and CW affiliates.

"Any insolvency or bankruptcy proceeding relating to Cunningham,
one of our LMA partners, would cause a default and potential
acceleration under the Bank Credit Agreement and could,
potentially, result in Cunningham's rejection of our seven LMAs
with Cunningham, which would negatively affect our financial
condition and results of operations," the Company said in its
annual report for the period ended Dec. 31, 2012.

As of June 30, 2013, the Company had $3.34 billion in total
assets, $2.95 billion in total liabilities and $386 million in
total stockholders' equity.

                           *     *     *

As reported by the TCR on Feb. 24, 2011, Standard & Poor's Ratings
Services raised its corporate credit rating on Sinclair to 'BB-'
from 'B+'.  The rating outlook is stable.  "The 'BB-' rating on
Sinclair reflects S&P's expectation that the company could keep
its lease-adjusted debt to EBITDA below historical levels
throughout the election cycle, absent a reversal of economic
growth, meaningful debt-financed acquisitions, or significant
shareholder-favoring measures," explained Standard & Poor's credit
analyst Deborah Kinzer.

In September 2010, Moody's raised its ratings for Sinclair
Broadcast and subsidiary Sinclair Television Group, including the
Corporate Family Rating and Probability-of-Default Rating, each to
Ba3 from B1, and the ratings for individual debt instruments.
Moody's also assigned a B2 (LGD 5, 87%) rating to the proposed
$250 million issuance of Senior Unsecured Notes due 2018 by STG.
The Speculative Grade Liquidity Rating remains unchanged at SGL-2.
The rating outlook is now stable.


SINOCOKING COAL: Friedman LLP Raises Going Concern Doubt
--------------------------------------------------------
SinoCoking Coal and Coke Chemical Industries, Inc., filed with the
U.S. Securities and Exchange Commission on Sept. 30, 2013, its
annual report on Form 10-K for the fiscal year ended June 30,
2013.

Friedman LLP, in New York, N.Y., said that the Company has a
working capital deficiency that which raises substantial doubt the
he Company's ability to continue as a going concern,

The Company reported net income of $1.0 million on $66.7 million
of revenue in fiscal 2013, compared with net income of
$12.5 million on $78.9 million of revenue in fiscal 2012.

"Our revenue in fiscal 2013 decreased by approximately 15.49% from
a year ago as sales of most products slowed.  59% of the revenue
was derived from coke products as compared to 51% in fiscal 2012,
and 41% from coal products as compared to 49% in fiscal 2012."

The Company's balance sheet at June 30, 2013, showed
$201.3 million in total assets, $68.5 million in total
liabilities, and equity of $132.8 million.

A copy of the Form 10-K is available at http://is.gd/DXA2EX

Headquartered in Pingdingshan, Henan Province, in the People's
Republic of China, SinoCoking Coal and Coke Chemical Industries,
Inc., was organized on September 30, 1996, under the laws of the
State of Florida.

The Company is a vertically-integrated coal and coke producer
based in the People's Republic of China.  All of the Company's
business operations are conducted by a variable interest entity,
Henan Pingdingshan Hongli Coal & Coking Co., Ltd., which is
controlled by Top Favour's wholly-owned subsidiary, Pingdingshan
Hongyuan Energy Science and Technology Development Co., Ltd.,
through a series of contractual arrangements.


SOUNDVIEW ELITE: Section 341(a) Meeting Scheduled for Oct. 25
-------------------------------------------------------------
A meeting of creditors in the bankruptcy case of Soundview Elite
Ltd. will be held on Oct. 25, 2013, at 2:30 p.m. at 80 Broad St.,
4th Floor, USTM.

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.

Soundview Elite Ltd. filed a Chapter 11 petition (Bankr. S.D.N.Y.
Case No. 13-13098) on Sept. 24, 2013.  The petition was signed by
Floyd Saunders as corporate secretary.  The Debtor estimated
assets and debts of at least $10 million.  Porzio, Bromberg &
Newman, PC, serves as the Debtor's counsel.  Judge Robert E.
Gerber presides over the case.


SPRINGLEAF FINANCE: Completes Senior Notes Offering
---------------------------------------------------
Springleaf Finance Corporation completed the previously announced
private placement of $650 million aggregate principal amount of
7.750 percent senior notes due 2021 and $300 million aggregate
principal amount of 8.250 percent senior notes due 2023.  About
$500 million aggregate principal amount of the 2021 notes and $200
million aggregate principal amount of the 2023 notes were issued
in exchange for $700 million aggregate principal amount of the
Company's outstanding 6.90 percent Medium Term Notes, Series J,
due 2017.  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.

The notes were offered in the United States to qualified
institutional buyers pursuant to Rule 144A under the Securities
Act of 1933, as amended, and outside the United States pursuant to
Regulation S under the Securities Act.  The notes were not
registered under the Securities Act and may not be offered or sold
in the United States absent registration or an applicable
exemption from the registration requirements of the Securities
Act.

                     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.

As of June 30, 2013, the Company had $13.47 billion in total
assets, $12.18 billion in total liabilities and $1.28 billion in
total shareholders' 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.

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.

As reported by the TCR on Sept. 2, 2013, Fitch Ratings has
upgraded the long-term Issuer Default Rating (IDR) of Springleaf
Finance Corporation to 'B-' from 'CCC'.  The rating upgrades
primarily reflect the significant progress made by the company
toward repaying near-term debt and extending its liquidity runway,
combined with improved operating performance, highlighted by the
return to profitability in 2Q13.


SPRINGLEAF FINANCE: Obtains New $750-Mil. Term Loan From BofA
-------------------------------------------------------------
Springleaf Finance Corporation, Springleaf Financial Funding
Company, a wholly owned subsidiary of the Company, and most of the
consumer finance operating subsidiaries of the Company, entered
into an incremental facility joinder agreement with Bank of
America, N.A., as lender, administrative agent and collateral
agent, establishing $750 million of new term loan commitments
under the Amended and Restated Credit Agreement, dated as of
May 10, 2011.  A copy of the Joinder Agreement is available for
free at http://is.gd/1JqkAA

Springleaf Financial Funding Company will remain the borrower of
the loans made under the New Loan Tranche, and the proceeds of
those loans will be used to make a voluntary prepayment of the
initial loans made under the Credit Agreement.  The New Loan
Tranche will be guaranteed by the Company and by the Subsidiary
Guarantors, and the New Loan Tranche will be secured by the same
collateral as, and on a pro rata basis with, the initial loans
under the Credit Agreement.  The remainder of the terms and
provisions of the New Loan Tranche will be substantially the same
as the terms and provisions of the initial loans under the Credit
Agreement, except for the following:

   (i) the maturity date of the loans made under the New Loan
       Tranche will be six years after the date those loans are
       made;

  (ii) with respect to Eurodollar rate loans, the loans under the
       New Loan Tranche will 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 will have an interest rate
       margin over the base rate of 2.50 percent;

(iii) a covenant will be added to the Credit Agreement
       restricting the Company or any of its subsidiaries from (x)
       exercising their option to allocate prepayments to the
       loans under the New Loan Tranche until the initial loans
       under the Credit Agreement have been paid in full and (y)
       at any time prior to the first anniversary of the date the
       loans under the New Loan Tranche are made, (A) incurring
       any institutional term loan financing or (B) exercising
       their option under the mandatory prepayment section of the
       Credit Agreement to prepay loans under the New Loan Tranche
       in connection with a repricing transaction in lieu of
       pledging additional borrowing base collateral or making
       additional intercompany loans to Subsidiary Guarantors,
       unless, in each case, the applicable repayment is made at
       101.0 percent of the principal amount of the loans under
       the New Loan Tranche so repaid;

  (iv) after the repayment in full of the initial loans under the
       Credit Agreement, the borrowing base formula will be
       modified to increase the amount and expand the categories
       of assets eligible for inclusion in the borrowing base; and

   (v) after the repayment in full of the initial loans under the
       Credit Agreement, certain restrictions contained in the
       negative covenants under the Credit Agreement will be
       revised to provide for more flexibility for the Company and
       its subsidiaries.

On Sept. 30, 2013, the Borrower made an additional prepayment,
without penalty or premium, of $500 million of initial loans under
the Credit Agreement.

On Sept. 25, 2013, the Company completed a private securitization
transaction in which Springleaf Funding Trust 2013-BAC, a wholly
owned special purpose vehicle, issued $500 million of notes backed
by an amortizing pool of personal loans acquired from subsidiaries
of the Company.  The Company sold the personal loan-backed notes
for $500 million, calculated before expenses.

On Sept. 26, 2013, the Company completed a private securitization
transaction in which Midbrook Funding Trust 2013-VFN1, a wholly
owned special purpose vehicle, issued variable funding notes with
a maximum principal balance of $300 million to be backed by
personal loans acquired from subsidiaries of the Company from time
to time.  The notes were not funded at closing, but may be funded
from time to time over a one-year period, subject to the
satisfaction of customary conditions precedent.  During this
period, the notes can also be paid down in whole or in part and
then redrawn.  Following the one-year funding period, the
principal amount of the notes, if any, will amortize and will be
due and payable in full in October 2017.

On Sept. 27, 2013, the Company completed a private securitization
transaction in which Springleaf Funding Trust 2013-VFN1, a wholly
owned special purpose vehicle, issued variable funding notes with
a maximum principal balance of $350 million to be backed by
personal loans acquired from subsidiaries of the Company from time
to time.  The notes were not funded at closing, but may be funded
from time to time over a two-year period, which may be extended
for one year, subject to the satisfaction of customary conditions
precedent.  During this period, the notes can also be paid down in
whole or in part and then redrawn.  Following the two- or three-
year funding period, as the case may be, the principal amount of
the notes, if any, will amortize and will be due and payable in
full in October 2019.

                     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.

As of June 30, 2013, the Company had $13.47 billion in total
assets, $12.18 billion in total liabilities and $1.28 billion in
total shareholders' 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.

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.

As reported by the TCR on Sept. 2, 2013, Fitch Ratings has
upgraded the long-term Issuer Default Rating (IDR) of Springleaf
Finance Corporation to 'B-' from 'CCC'.  The rating upgrades
primarily reflect the significant progress made by the company
toward repaying near-term debt and extending its liquidity runway,
combined with improved operating performance, highlighted by the
return to profitability in 2Q13.


STANCORP FINANCIAL: Fitch Affirms 'BB+' Subordinated Debt Rating
----------------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Rating (IDR) of
StanCorp Financial Group, Inc. (SFG) at 'BBB+' and the Insurer
Financial Strength (IFS) ratings of its subsidiaries, Standard
Insurance Company and Standard Life Insurance Company of New York
at 'A'. The Rating Outlook is Stable.

Key Rating Drivers

The affirmation reflects continued challenges in terms of SFG's
overall operating profitability, although Fitch acknowledges
continued performance improvement in the first half of 2013. The
affirmation also reflects the company's good competitive position
in the group life and disability market, acceptable capitalization
and essentially stable financial leverage.

SFG's historically favorable earnings, driven by its group long-
term disability (LTD) and group life insurance business, have
weakened in recent years due to a competitive market environment
and poor economic conditions. SFG reported pretax operating income
of $192 million in 2012, down modestly from $198 million in 2011.
In the first half of 2013, the company reported pretax operating
income of $143 million, up significantly from $75 million for the
same period in 2012, with the improvement driven by lower
operating expenses and a lower group insurance benefit ratio. The
benefit ratio for the company's group insurance business, its
primary earnings driver, has increased in each of the past five
years from 73.6% in 2008 to 83.9% in 2012, but improved
significantly to 82.1% in the first half of 2013.

SFG's statutory total adjusted capital increased 6% in 2012 to
$1.38 billion, and the NAIC risk-based capital (RBC) ratio of its
insurance subsidiaries improved to 364% from 327% in 2011. Fitch
estimates the 2011 ratio benefited approximately 15 points from a
reinsurance agreement executed at the end of the year and another
25 points by an expansion of that contract in 2012.

SFG's ratings are supported by the company's adequate balance
sheet fundamentals and solid competitive position in the U.S.
group insurance market. The company's balance sheet fundamentals
reflect strong asset quality, good risk-adjusted capitalization,
and reasonable financial leverage. SFG's total financing and
commitments ratio was approximately 0.3x and financial leverage
was 23% at June 30, 2013.

Fitch believes that SFG's insurance subsidiaries maintain a high-
quality bond portfolio. Below investment grade (BIG) bonds
accounted for only 6% of the fixed maturity portfolio or a low 27%
of total adjusted capital (TAC) at Dec. 31, 2012. Market values of
SFG's fixed maturity investments continue to improve with the
investment market, bringing gross unrealized losses down to just
$4 million and gross unrealized gains up to $588 million at year-
end 2012. The speed and amount of recovery reflects the
conservative nature of SFG's bond portfolio and the relatively low
amount of financial sector securities.

While SFG's commercial mortgage portfolio allocation of
approximately 40% of total invested assets at Dec. 31, 2012 is
much higher than the industry average, Fitch believes it is
complementary to the company's stable liability structure, despite
its lower liquidity relative to publicly traded bonds. Commercial
mortgage loan loss experience, although heightened during the
financial crisis, has improved significantly in recent years and
remains in line with Fitch's overall loss expectations.

Rating Sensitivities

The key rating triggers that could result in an upgrade include:

-- A substantial increase in run-rate risk-adjusted capital
   above 350%, with no significant deterioration in capital
   quality;

-- A long-term improving trend in the group benefit ratio
   substantially below its historical baseline of about 76%.

The key rating triggers that could result in a downgrade include:

-- A prolonged deterioration in the company's group benefit ratio
   above the 2011 level of 83%;

-- An increase in financial leverage above 30%;

-- GAAP-based interest coverage below 6x for an extended period
   of time;

-- A decrease in RBC below 300%, or a significant decrease in the
   quality of capital supporting the company's RBC.

-- A significant deterioration in the performance of the company's
   commercial mortgage loan portfolio.

Fitch affirms the following ratings with a Stable Outlook:

StanCorp Financial Group
-- IDR at 'BBB+';
-- $250 million 5.00% senior notes due Aug. 15, 2022 at 'BBB';
-- 60-year $300 million junior subordinated debt due June 1, 2067
   at 'BB+'.

Standard Insurance Company
-- IFS at 'A'.

Standard Life Insurance Co. of New York
-- IFS rating at 'A'.


STEINWAY MUSICAL: S&P Lowers CCR to 'B' & Removes from CreditWatch
------------------------------------------------------------------
Standard & Poor's Ratings Services said that it has removed the
ratings on Waltham, Mass.-based Steinway Musical Instruments Inc.
from CreditWatch with negative implications and has lowered the
corporate credit rating to 'B' from 'B+'.  The ratings were
initially placed on CreditWatch on July 2, 2013, following the
company's announcement that it had received a cash offer for all
of its outstanding shares from Kohlberg & Co. and affiliates at
$35 per share.  The company received a higher offer from Paulson &
Co. Inc. of $40 per share and terminated its prior agreement with
Kohlberg.

"The lowering of the long-term corporate credit rating to 'B'
reflects Steinway's weaker credit profile following the completion
of the leveraged buyout and recapitalization," said Standard &
Poor's credit analyst Stephanie Harter.

For the 12 months ended June 30, 2013, Standard & Poor's estimates
Steinway's leverage, as measured by the ratio of debt to EBITDA
(pro forma for the transaction), will increase to near 7x.  S&P
estimates the ratio of funds from operation (FFO) to adjusted debt
will decline to near 8%, from about 24% for the 12 months ended
June 30, 2013.

Other key credit factors in our ratings on Steinway include its
narrow business focus in a highly fragmented and competitive
market, the discretionary nature of its products, and its
vulnerability to economic cycles.  S&P also considered the
benefits of Steinway's good market positions, its well-recognized
brand names, and the geographic diversity of its sales.

"We expect Steinway's operating results will improve modestly as
sales growth in emerging markets and the Americas offset continued
weakness in Europe," said Ms. Harter. "This should lead to
moderate credit measure improvement by fiscal year 2013."


STELLAR BIOTECHNOLOGIES: Appoints Tessie Che to Board
-----------------------------------------------------
Stellar Biotechnologies, Inc., appointed Tessie Mary Che, Ph.D.,
to the Company's Board of Directors.

Dr. Tessie Che is currently Chair of the Board of Directors of
Amaran Biotechnology, Inc., a private biotech company based in
Taiwan.  Stellar's recent US$12 Million Private Placement included
a $5 Million investment by Amaran Biotechnology.

"Dr. Che brings to Stellar extensive experience pertinent to our
key corporate goals at this high-growth stage," said Frank Oakes,
Stellar president and CEO.  "She co-founded and successfully led a
biopharmaceutical firm from development to commercialization of a
new drug product to treat Clostridium difficile.  In addition, Dr.
Che has extensive scientific and operations acumen, as well as
strategic ability transforming research programs and pipelines
into high-value business assets."

"It is my pleasure to join Stellar's Board of Directors," said
Tessie Mary Che, Ph.D.  "Stellar's proprietary strength in KLH
protein manufacturing and its vision to target the active
immunotherapy market makes this an impressive company with very
high commercial potential."

Dr. Che co-founded Optimer Pharmaceuticals, Inc. (OPTR:NASDAQ) in
1998 and served over ten years as Optimer's Chief Operating
Officer and Senior Vice President of Corporate Affairs.  During
the process development years of Optimer's flagship drug,
DIFICID(R), Dr. Che built and led the company's Chemistry,
Manufacturing and Quality Control (CMC) teams through the
successful and cost-effective registration and commercialization
of DIFICID(R) in the United States, Canada and Europe in 2011.

Prior to Optimer, Dr. Che's industrial experience included 20
years in research, management and operations at large companies
including Exxon Mobil Corporation, Aventis Pharmaceuticals, Inc.,
and EniChem S.p.A.  She also served as Vice President, Operations
of M and D Precision Science Group, Inc. in 1988 and co-founded
Cinogen Pharmaceuticals, Inc. (China) serving as Vice President
from 1994 to 1996.  Cinogen later became a wholly-owned subsidiary
of Pharmanex, Inc., where Dr. Che served as Sr. Director of
Quality Assurance and Sourcing.

Dr. Che holds bachelors' degrees in chemistry from Illinois State
University and Fu-Jen Catholic University (Taiwan), a Ph.D. in
physical-inorganic chemistry from Brandeis University, and did
post-doctoral work at Columbia University.  She has authored
numerous scientific publications and holds over twenty U.S.
patents in material synthesis and applications.

                           About Stellar

Port Hueneme, Cal.-based Stellar Biotechnologies, Inc.'s
business is to commercially produce and market Keyhole Limpet
Hemocyanin ("KLH") as well as to develop new technology related to
culture and production of KLH and subunit KLH ("suKLH")
formulations.  The Company markets KLH and suKLH formulations to
customers in the United States and Europe.

KLH is used extensively as a carrier protein in the production of
antibodies for research, biotechnology and therapeutic
applications.

The Company's balance sheet at March 31, 2013, showed
US$1.4 million in total assets, US$4.6 million in total
liabilities, and a stockholders' deficit of US$3.2 million.
The Company reported a net loss of US$4.4 million on US$177,208 of
revenues for the six months ended Feb. 28, 2013, compared with a
net loss of US$2.1 million  on US$193,607 of revenues for the six
months ended Feb. 29, 2012.


STOCKTON, CA: Plan Favors Retirees over Creditors
-------------------------------------------------
Steven Church & Joel Rosenblatt, writing for Bloomberg News,
reported that Stockton, California, unveiled its plan to exit
bankruptcy by raising taxes and paying some creditors less than
they are owed while maintaining its pension obligations to city
employees.

According to the report, under the proposed plan of adjustment
posted on Sept. 28 on Stockton's website, bondholder Franklin
Resources Inc. would have the option of settling with the city or
taking control of a park and two golf courses that were pledged as
collateral for $35.1 million the company is owed. The city says it
can only pay $500,000 of the $2.9 million it owes every year on
the bonds.

Stockton has "the outlines of a negotiated settlement" with
creditor Assured Guaranty Corp., which insured $164.7 million in
bonds that the city has said in the past it cannot fully repay,
the report related. City officials didn't disclose what it offered
the bond insurer, saying in a staff report to the Stockton city
council that they wanted to keep the details confidential until at
least Sept. 30, when Assured may present the proposal to the
company's senior executives.

"This may be a bit more like the throwing down of the gauntlet by
the city," Dale Ginter, an attorney who has been following the
case, said before the plan was unveiled, the report further
related.  Ginter represented retired city workers in the
bankruptcy of Vallejo, California, which set legal precedents used
in Stockton.


TANDY BRANDS: Grant Thornton Raises Going Concern Doubt
-------------------------------------------------------
Tandy Brands Accessories, Inc., filed with the U.S. Securities and
Exchange Commission on Sept. 27, 2013, its annual report on Form
10-K for the fiscal year ended June 30, 2013.

Grant Thornton LLP, in Dallas, Texas, expressed substantial doubt
about the Company's ability to continue as a going concern, citing
the Company's net losses which have negatively affected the
Company's liquidity.

The Company reported a net loss of $19.2 million on $114.0 million
of net sales in fiscal 2013, compared with a net loss of
$3.7 million on $117.6 million of net sales in fiscal 2012.

The net loss in fiscal 2013 includes $13.7 million in charges
related to the Company's execution of the Restructuring Plan which
was approved by the Company's Board of Directors on March 18,
2013.

The Company' balance sheet at June 30, 2013, showed $35.2 million
in total assets, $27.6 million in total liabilities, and
stockholders' equity of $7.6 million.

A copy of the Form 10-Q is available at http://is.gd/yRLQ6h

                      Update on Current Events

The Company announced a new licensing agreement with Christian
Casey, LLC to design, develop and distribute belts, small leather
goods and gift items under the Sean John(R) label.  The agreement
includes U.S. and Canadian territories and expires on December 31,
2016.  The Company also announced it has reached an agreement to
extend its license with Haggar(R) to sell belts and small leather
goods in the U.S. and Canada through December 31, 2016.

"We are excited to go to market with Sean John(R) in our license
portfolio and that we've successfully extended Haggar(R) another
three years," said Rob McCarten, EVP and President - Tandy Brands.
"We expect to deliver Sean John(R) products to retailers in summer
2014.  Our current Haggar(R) line is performing well at retail
with opportunities for volume growth at department stores."

"I am appreciative of, and pleased with, the strength of our
team's relationships with licensors and retailers," said
Roger Hemminghaus, Chief Executive Officer and Chairman of Tandy
Brands.  "In addition to these licensing wins, we're working on
several opportunities to grow our business in key accounts during
fiscal 2014 with our licensed portfolio and in private label
programs."

                      Fourth Quarter Results

Net sales for the fiscal 2013 fourth quarter were $20.6 million, a
4 percent decrease over net sales of $21.6 million in the same
period last year.  The sales decline was primarily attributable to
lower sales prices on exited products and the timing of
replenishment orders to a significant customer.

Fourth quarter fiscal 2013 gross margin as a percentage of net
sales declined to 23.9 percent, compared to 30.2 percent in the
fourth quarter of fiscal 2012.  The decrease in gross margin
percentage over the prior year period was driven by a high mix of
sales of inventory at net book value associated with exited
products in connection with the March 18, 2013 restructuring plan.

Total selling, general and administrative (SG&A) expense for the
fourth quarter of fiscal 2013 improved by $0.8 million over the
prior year period to $7.1 million.  The 11 percent improvement was
due to savings initiatives in labor, facilities and distribution
costs as expected in the Restructuring Plan.

For the fourth quarter, the Company reported a net loss of $3.8
million, or ($0.53) per diluted share, compared to a net loss of
$2.2 million, or ($0.32) per diluted share, in the prior year
period.  Adjusted EBITDA loss and adjusted net loss for the fiscal
2013 fourth quarter were flat when compared to the same period in
the prior year.

"Our fourth quarter results reflect the cost savings and lower
margins we expected in the Restructuring Plan as we continue to
liquidate exited products, while preparing for a successful
holiday 2013," said Mr. Hemminghaus.

The Company reported future gift margins were expected to improve
as a result of savings from outsourcing and relocating
distribution, lowering freight costs, reducing product return
privileges, limiting margin agreements with retailers and locking
ocean freight rates.

"As outlined in the Restructuring Plan, we expect holiday 2013
gifts margins to be significantly improved when compared to the
past two holiday seasons," said Mr. Hemminghaus.

                      Fiscal Year 2013 Results

Fiscal 2013 net sales were $114.0 million, down 3 percent,
compared to $117.6 million for the prior year.  The gifts
segment's net sales increased by $5.5 million, or 18 percent, over
the prior year due to increased sales under the totes and Eddie
Bauerlicenses, primarily during holiday 2012.  The accessories
segment net sales declined $9.1 million, or 11 percent, over the
prior period.  This decline was driven by the planned exit of
unprofitable product categories which were sold at lower than
normal prices, and lower replenishment sales by our Canadian
subsidiary.

For fiscal 2013, gross margin for the accessories segment declined
from 33.5 percent to 24.3 percent.  The fiscal 2013 gross margin
includes a $5.4 million inventory write-off associated with the
Restructuring Plan, which included liquidating low-volume
products.  Excluding this write-off, fiscal 2013 gross margin
would have been 31.3 percent.  Accessories segment adjusted gross
margin percent was lower in fiscal 2013 primarily due to lower
sales of previously written down inventory, higher customer
deductions and cost increases in leather, metal and freight over
fiscal 2012.

Gift segment margins declined to 17.1 percent from 28.7 percent.
The fiscal 2013 gross margin includes a $1.8 million inventory
write-off associated with the Restructuring Plan.  Excluding this
write-off, gross margin would have been 21.9 percent in fiscal
2013.  Gifts segment adjusted gross margins were lower in fiscal
2013 due to increased sales mix of low margin items, significantly
higher retailer promotional activity, and higher freight costs
over 2012.

Total SG&A expense for fiscal 2013 was reduced by $3.0 million
over the prior year.  The 8 percent decline was primarily due to
decreases in labor, facilities, distribution costs, and
professional services. Fiscal 2013 SG&A as a percentage of net
sales improved to 30.5 percent, compared to 32.1 percent in the
prior year.

The Company reported a net loss of $19.2 million for fiscal 2013,
or a loss of $2.69 per diluted share, compared to a net loss of
$3.7 million, or a loss of $0.52 per diluted share, in fiscal
2012.  Adjusted net loss deteriorated to $3.9 million compared to
an adjusted net loss of $1.9 million in the prior year.  Adjusted
EBITDA declined by $2.8 million to a $1.0 million adjusted EBITDA
loss compared to adjusted EBITDA of $1.8 million in the prior
year.

                        Financial Position

Net cash provided by operating activities was $0.8 million lower
than fiscal 2012 primarily due to a $9.2 million change in
inventory deposits due to improved terms with gifts suppliers,
later payments, and a smaller holiday 2013 gift order book as
expected in the Restructuring Plan.  This was offset by a $3.8
million change in accounts payable, from key suppliers unfavorably
modifying terms before the Company closed new credit facilities in
July 2013.

The balance on the credit facility was $9.1 million on June 30,
2013, of which $0.8 million was used to fund inventory deposits
for gifts inventory expected to ship in the first half of fiscal
2014.

"As a consequence of our recent results, our external auditors
modified their audit opinion to include language regarding our
ability to continue as a going concern," said Mr. Hemminghaus.
"Our form 10-K filed [Fri]day fully outlines our initiatives to
continue satisfying obligations and effectively managing
liquidity.  Those initiatives include completing the Restructuring
Plan, executing the new lending agreements completed in July 2013,
liquidating unproductive assets and raising additional capital
during fiscal 2014."

The Company confirmed their lender amended the credit agreement on
September 26, 2013 to eliminate the going concern language in the
audit opinion as an event of default.

"We are pleased that our new lenders are supporting our efforts to
execute our business plan," said Mr. Hemminghaus.

                       About Tandy Brands

Headquartered in Dallas, Texas, Tandy Brands --
http://www.tandybrands.com-- is a designer and marketer of
branded men's, women's and children's accessories, including
belts, gifts, small leather goods and bags.  Merchandise is
marketed under various national as well as private brand names
through all major retail distribution channels.


TC GLOBAL: Estate Gets Initial Nod for Liquidation Plan
-------------------------------------------------------
Law360 reported that Seattle-based TC Global Inc., which sold its
chain of Tully's Coffee Shops to "Grey's Anatomy" star Patrick
Dempsey earlier this year, won conditional approval from a
Washington bankruptcy judge on Sept. 26 for a disclosure statement
and Chapter 11 liquidation plan to distribute its remaining
assets.

According to the report, U.S. Bankruptcy Judge Karen A. Overstreet
gave her conditional blessing to the combined document despite the
objection of five former employees who argued that the disclosure
statement inaccurately characterized their claims.

                           About TC Global

Headquartered in Seattle, Washington, TC Global, Inc., dba Tully's
Coffee -- http://www.tullyscoffeeshops.com/-- is a specialty
coffee retailer and wholesaler.  Through company owned, licensed
and franchised specialty retail stores in Washington, Oregon,
California, Arizona, Idaho, Montana, Colorado, Wyoming and Utah,
throughout Asia with Tully's Coffee International, and with its
global alliance partner Tully's Coffee Japan, Tully's premium
coffees are available at 545 branded retail locations globally.

TC Global Inc. filed a Chapter 11 petition (Bankr. W.D. Wash. Case
No. 12-20253-KAO) on Oct. 10, 2012.

The Debtor is represented by attorneys at Bush Strout & Kornfeld
LLP, in Seattle.

The Debtor disclosed assets of $4.9 million and debt totaling
$3.7 million, including $2.6 million in unsecured claims.

The Seattle-based chain has 57 company-owned stores and 12
franchised.  There are another 71 franchises in grocery stores,
schools and airports.  Tully's will close nine stores following
bankruptcy.

A Bloomberg report discloses that Tully's sold the wholesale and
distribution business in 2009, generating $40 million that allowed
a $5.9 million distribution to shareholders.


THERAPEUTICSMD INC: Prices 13.7 Million Common Shares
-----------------------------------------------------
TherapeuticsMD, Inc., announced the pricing of an underwritten
offering of 13,750,000 shares of its common stock, offered at a
price of $2.40 per share.  The gross proceeds to TherapeuticsMD
from this offering are expected to be approximately $33 million,
before deducting underwriting discounts, commissions, and other
estimated offering expenses payable by TherapeuticsMD.  All of the
shares in the offering are to be sold by TherapeuticsMD.  The
offering is expected to close on or about Sept. 30, 2013, subject
to the satisfaction of customary closing conditions.

Stifel, Cowen and Company, and Lazard Capital Markets acted as
joint book-running managers for the offering.  Noble Financial
Capital Markets served as financial advisor for the transaction.

Meanwhile, TherapeuticsMD has been advised by one of its financial
advisors, that the Financial Advisor believes that, pursuant to an
Engagement Letter entered into on June 25, 2012, between the
Company and the Financial advisor, the Financial Advisor has the
right, but not the obligation, to act as a sole bookrunner and
sole manager in any equity financing in the Company and to receive
all of the aggregate gross spread or fees from that transaction.
The Company currently intends to effect an equity financing
transaction without engaging the Financial Advisor in the
Transaction.  As a consequence, if the Financial Advisor's
interpretation of the Engagement Letter is correct, the Company
may face certain liabilities in the amount of the gross spread
from the Transaction, or approximately $2.3 million.  The Company
can make no assurances that excluding the financial advisor from
Transaction will not result in litigation.  In the event of
litigation, the Company may be required to pay, in addition to the
gross spread, the costs and expenses of the financial advisor
incurred in the enforcement proceeding.

                        About TherapeuticsMD

Boca Raton, Florida-based TherapeuticsMD, Inc. (OTC QB: TXMD) is a
women's healthcare product company focused on creating and
commercializing products targeted exclusively for women.  The
Company currently manufactures and distributes branded and generic
prescription prenatal vitamins as well as over-the-counter
vitamins and cosmetics.  The Company is currently focused on
conducting the clinical trials necessary for regulatory approval
and commercialization of advanced hormone therapy pharmaceutical
products designed to alleviate the symptoms of and reduce the
health risks resulting from menopause-related hormone
deficiencies.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2012, Rosenberg Rich Baker
Berman & Company, in Somerset, New Jersey, expressed substantial
doubt about TherapeuticsMD's ability to continue as a going
concern, citing the Company's loss from operations of
approximately $16 million and negative cash flow from operations
of approximately $13 million.

The Company reported a net loss of $35.1 million on $3.8 million
of revenues in 2012, compared with a net loss of $12.9 million on
$2.1 million of revenues in 2011.

As of June 30, 2013, the Company had $43.06 million in total
assets, $4.59 million in total liabilities and $38.46 million in
total stockholders' equity.


TITAN PHARMACEUTICALS: To Discuss Probuphine with FDA on Nov. 19
----------------------------------------------------------------
The U.S. Food and Drug Administration has granted the request of
Titan Pharmaceuticals, Inc., for a meeting to discuss
Probuphine(R).  The meeting is scheduled for Nov. 19, 2013.  The
FDA has designated this as a Type C meeting and has requested the
submission of briefing materials by Oct. 7, 2013.

The goal for this meeting is to understand more fully the issues
raised in the April 2013 Complete Response Letter (CRL) to the New
Drug Application (NDA) for Probuphine for the maintenance
treatment of opioid dependence in adults, review and discuss the
available data from the Probuphine studies conducted to date and
gain further clarity regarding the regulatory path forward for
Probuphine.  Following the meeting, written minutes will be
distributed by the FDA and Titan will then provide an update on
the meeting and the regulatory path forward for Probuphine.

                    About Titan Pharmaceuticals

South San Francisco, California-based Titan Pharmaceuticals is a
biopharmaceutical company developing proprietary therapeutics
primarily for the treatment of central nervous system disorders.

The Company's balance sheet at March 31, 2013, the Company's
balance sheet showed $23.53 million in total assets, $26.58
million in total liabilities and a $3.04 million total
stockholders' deficit.

Titan Pharmaceuticals incurred a net loss applicable to common
stockholders of $15.18 million in 2012, as compared with a net
loss applicable to common stockholders of $15.20 million in 2011.


UPH HOLDINGS: Hires Deshazo & Nesbitt as Special Counsel
--------------------------------------------------------
UPH Holdings Inc. et al ask the U.S. Bankruptcy Court for
permission to employ DeShazo & Nesbitt LLP as Special Counsel.

As Special Counsel, the Firm would provide the Debtors with legal
representation respecting an adversary proceeding for turnover in
Adv. Pro. No. 13-01096 entitled UPH Holdings, Inc., Pac-West
Telecom, Inc., Tex-Link Communications, Inc., UniPoint Holdings,
Inc., UniPoint Enhanced Services, Inc., UniPoint Services, Inc.,
nWire, LLC, and Peering Partners Communications, LLC v. Sprint
Nextel Corporation.

The Firm will carefully coordinate its efforts with Debtors'
general bankruptcy counsel to prevent any duplication of effort to
the fullest extent possible, and thereby aid the Debtors in
effectuating a timely and cost effective reorganization.

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

The firm's rates are:

      Professional                            Rates
      ------------                            -----
      Scott F. DeShazo                        $265/hr
      Rachel Noffke                           $225/hr
      Paralegal                                $90/hr

Counsel for the Debtor can be reached at:

         Patricia B. Tomasco, Esq.
         Jennifer F. Wertz, Esq.
         JACKSON WALKER L.L.P.
         100 Congress Ave., Suite 1100
         Austin, TX 78701
         Tel: (512) 236-2000
         Fax: (512) 236-2002
         E-mail: ptomasco@jw.com
                 jwertz@jw.com

                    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.


WALKER & DUNLOP: S&P Assigns 'BB-' Issuer Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BB-'
issuer credit rating on Walker & Dunlop Inc.  The outlook is
stable.

Bethesda, Md.-based Walker is a publicly traded company that
originates and sells multifamily mortgages to the U.S. government-
sponsored entities (GSEs)--Freddie Mac and Fannie Mae--and to
Ginnie Mae through its Housing and Urban Development lending
program. Walker retains a tiered, first loss on loans sold to
Fannie and is subject to representation and warranty risk on
mortgages sold to Fannie, Freddie, and Ginnie.  The company
retains the majority of mortgage servicing rights (MSRs) on loans
it sells, which provides additional revenue diversification.

"Walker's concentration in the multifamily lending market limits
the rating.  We believe this exposes the company to changes in
loan prices and demand, which can be volatile," said Standard &
Poor's credit analyst Stephen Lynch.  "The residential and
commercial real estate markets are highly cyclical and prone to
swings in asset valuations and funding.  Although we believe that
Walker has a scalable business model, the company's ability to
preserve profit margins will depend on management's ability to
forecast and respond quickly to market conditions."  During 2010-
2012, for example, Walker's cash operating expenses grew by a
compounded annual rate of 35%, while its originations grew by 31%.
Walker's adjusted EBITDA -- a proxy for its operating cash flows
-- was $14.1 million, $27.3 million, and $23.9 million in 2010,
2011, and 2012, respectively.

The federal government's role in private housing is becoming a
more widely debated topic and creates significant uncertainty for
the company.  Walker's strategy is largely based on the funding
and guarantees the GSEs provide to the multifamily lending market.
In 2012, Walker sold 83% of its originations to GSEs, thereby
exposing the company to the policy regarding GSEs' role in the
market that has seen noteworthy changes over the past few years
and will likely continue to evolve.  Prior to 2012, Fannie Mae and
Freddie Mac had broad authority to purchase multifamily mortgages
based on market demand and conditions.  In 2013, the Federal
Housing Finance Agency instituted a cap on Fannie and Freddie
multifamily loan purchases--one that was 10% lower than what each
GSE purchased in 2012 ($30 billion for Fannie Mae and $26 billion
for Freddie Mac).

"The outlook on Walker is stable, reflecting our expectation that
the company will organically grow originations by preserving
market share, continue to tightly control credit losses, and
maintain profit margins around current levels," said Mr. Lynch.

S&P could lower the rating if leverage rises above 4x, on a debt-
to-adjusted EBITDA basis, for consecutive quarters without a
credible plan to reduce it.  S&P could also lower the rating if
conditions in the CRE markets deteriorate significantly,
specifically multifamily lending, causing profitability and cash
flows to drop substantially.

S&P could raise the rating over time if Walker diversifies its
business and maintains a strong financial profile.


* Fitch Says Impact of Federal Shutdown Minimal for US Municipals
-----------------------------------------------------------------
The shutdown of U.S. government operations and services due to the
political stalemate in Washington will have a minimal impact on
U.S. municipal credits provided the shutdown is short lived, as
expected, according to Fitch Ratings. However, if extended, the
impact of funding reductions will become more pronounced.
If the stalemate carries over into inaction in lifting the debt
ceiling mid-month, there could be broader disruptions in the
financial markets and the pace of the economic recovery. These
disruptions could negatively affect state and local governmental
revenues and cause volatility in the valuations of public pension
funds and endowments of not for profit entities, such as college
and universities.

While reserve levels and conditions are generally improved since
the summer of 2011 debt ceiling crisis, full cyclical recovery has
not been broadly achieved. For many public finance entities,
continued recovery is a condition necessary to address longer term
challenges, such as funding post retirement costs.

Fitch will continue to monitor the ongoing dialogue surrounding
both the government shutdown and the debt ceiling debate, and will
continue to assess the credit impact on U.S. public finance
credits.

The following summarize the potential impacts of the government
shutdown, in distinction from any broader debt ceiling issues, on
specific US Public Finance sectors:

Not-For-Profit Hospitals and Healthcare

The shutdown will have little, if any, impact to the operations
and cash flow if resolved within a reasonable amount of time.
Funding under both the Medicare and Medicaid programs are
mandatory and are not subject to annual appropriations. However,
payments to HHS employees and CMS's Medicare vendors for claims
processing comes from the CMS operating budget (subject to
congressional appropriation). HHS employees would likely be
considered 'performing essential work', although reduced HHS
staffing could slow the payment process. It is not clear if
payments to the vendors processing claims are considered as
payment for 'performing essential work'. During the 1995-1996
shutdown, for instance, claims vendors continued to process claims
during the stalemate without any impact to providers. However, a
longer term shut down could result in delayed claims processing of
Medicare claims should vendors not get paid.

Fitch expects any governmental shutdown to be relatively short
lived. If the shutdown is more prolonged, however, not-for-profit
hospital and health care providers are adequately positioned to
weather a more drawn out resolution due to their strong balance
sheets. With a median days cash and investments on hand of 183.9
days, the hospitals rated by Fitch have ample liquidity to sustain
a period of delayed government reimbursement in the short term.
However, significant deviation exists within Fitch's rated
portfolio with some individual hospitals possessing less than 30
days cash on hand. Fitch will monitor the impact to those rated
entities with lower cash positions.

State Governments

The shutdown's impact on the states should be muted. The largest
federal aid program is Medicaid, whose funding is not expected to
be curtailed. Furthermore, states have been rebuilding financial
cushions and could carry temporary delays in aid program payments.

Local Governments

Similarly, for local governments, it is unlikely to present
significant challenges. Local governments do not generally receive
significant amounts of direct federal aid - roughly 4%for local
governments and 9% for school districts. Thus, any short-term
disruptions in cash flow should be minimal. Delayed governments
worker paychecks may produce a noticeable economic effect. This is
likely to be most pronounced in the Washington D.C. region and
other areas with sizable numbers of federal civilian workers, such
as cities with large military bases.

Higher Education

Should the shutdown be prolonged, higher education institutions
may begin to see some effect due to the level of federal research
funding available, in addition to the access to some financial aid
programs.

Housing

The government shutdown will have no immediate impact on Fitch
rated housing bonds. All Fitch rated Public Housing Capital Fund
bonds and bonds backed by Section 8 contracts have debt service
reserve funds in place and therefore we do not expect any
disruption in bond payments.

Under the Military Pay Protection Act, which was passed by the
House and Senate, military pay will be exempt from the
appropriations crisis. The Basic Allowance for Housing (BAH),
which serves as the primary revenue source for military housing
transactions, is considered part of military pay and therefore
should not be affected. Additionally, all Fitch rated military
housing bonds have debt service reserve funds in place.


* Fitch Says Gov't Shutdown Unlikely to Impact US Credit Card ABS
-----------------------------------------------------------------
Performance of U.S. credit card ABS continues to flourish and is
unlikely to be materially affected by the partial closure of the
U.S. government, according to Fitch Ratings.

The longer-term impact to the U.S. economy, consumers, and, by
extension, credit card ABS collateral performance will be
dependent upon the length of the closure and broader macroeconomic
trends. That said, the impact on credit card ABS will be muted,
with ratings stability likely to continue.

Fitch's Prime Credit Card Index performance metrics for the August
collection period extended their current records. Chargeoffs and
60+ day delinquencies continued to reach new lows while monthly
payment rate (MPR) and excess spread reached new all-time highs.
With fourth quarter-2013 now in effect, it is becoming more
unlikely that chargeoffs will trend upwards by the end of the year
since 60+ day delinquencies are still dropping at a steady pace.

Fitch's Prime 60+ Delinquency Index has now declined for a sixth
straight month. Late-stage delinquencies fell three basis points
(bps), once again reaching an all-time low of 1.27%. Delinquencies
are now 24.85% lower year-over-year. As a result, Fitch's Prime
Credit Card Chargeoff Index declined for the fifth consecutive
month to a seven-year low. Chargeoffs for the August collection
period registered 3.33%, a decline of 22.38% since last year.

Fitch's Prime MPR index increased 22 bps from its all-time high
reached last month to 26.27%. MPR is now 14.27% higher than a year
ago. Prime MPR is over 44% higher than levels reached during the
recent financial crisis.

Fitch's Prime Gross Yield Index declined almost 3% for the August
reporting period, which is inconsistent with recent seasonal
trends. Gross Yield is now down 1.87% since the same period last
year. However, despite the recent decline in yield, excess spread
remains extremely robust. Although one-month excess spread fell
42bps from its all-time high reached last month, three-month
average excess spread rose five bps to a new record high.

Fitch's Prime Credit Card Index was established in 1991 and tracks
over $113 billion of prime credit card ABS backed by approximately
$240 billion of principal receivables. The index is primarily
comprised of general purpose portfolios originated by institutions
such as Bank of America, Citibank, Chase, Capital One, Discover,
etc.

Results for Fitch's Retail Credit Card Index were not as favorable
as the Prime Index. After declining for three consecutive months,
Fitch's Retail Chargeoff Index remained flat month-over-month at
6.08%. Retail credit card chargeoffs are poised to rise through
the end of 2013 as late-stage delinquencies continue to rise.
Fitch's Retail 60+ Day Delinquency Index rose for the third
consecutive month. Despite the recent negative trends in
chargeoffs and delinquencies for the Retail Index, year-over-year
numbers are down 10.98% and 9.70%, respectively.

After a decline in the previous month, Fitch's Retail Gross Yield
Index increased 31 bps. The increase in yield resulted in an
increase for three-month average excess spread as well. Excess
spread levels continue to remain extremely robust. Fitch's Retail
MPR Index also increased month-over-month and has increased 2.23%
since the same period last year.

Fitch's Retail Credit Card Index tracks more than $19 billion of
retail or private label credit card ABS backed by over $32 billion
of principal receivables. The index is primarily comprised of
private label portfolios originated and serviced by Citibank
(South Dakota) N.A., GE Money Bank and World Financial Network
National Bank. More than 165 retailers are incorporated including
Wal-Mart, Sears, Home Depot, Federated, Loews, J.C. Penney,
Limited Brands, Best Buy, Lane Bryant and Dillard's, among others.

ABS ratings on both prime and retail credit card trusts are
expected to remain stable given available credit enhancement, loss
coverage multiples, and structural protections afforded investors.


* Fitch Says US Debt Ceiling in Focus After Government Shutdown
---------------------------------------------------------------
The US government shutdown is not in itself a downgrade trigger
for the sovereign's 'AAA'/Negative rating. However, it undermines
confidence in both the budgetary process and critically in the
prospect of the debt ceiling being raised in a timely manner to
avert the risk of default on US sovereign debt obligations, says
Fitch Ratings in a reiteration of its June 28 rating commentary.

A formal review of the rating with potentially negative
implications would be triggered if the US government has not
raised the federal debt ceiling in a timely manner prior to when
the Treasury will have exhausted extraordinary measures and cash
reserves. According to official comments by the US Treasury
secretary, extraordinary measures could be exhausted by 17
October.

In such a scenario, the Treasury would be forced to dramatically
cut back on current spending with adverse implications for the
economic recovery. Even if it were to prioritise debt service -
something the Treasury has repeatedly stated it has neither the
legal authority nor logistical capability to do - it would likely
incur arrears on a range of payment obligations and thus continue
to incur debt, but in a disorderly and disruptive manner.

Even if the debt limit is not raised in a timely manner we believe
there is sufficient political will and capacity to ensure that
Treasury securities will continue to be honoured in full and on
time. Nevertheless, investor confidence in the full faith and
credit of the US would be undermined in such a scenario. This
"faith" is a key underpinning of the US dollar's global reserve
currency status and reason why the US 'AAA' rating can tolerate a
substantially higher level of public debt than other 'AAA'
sovereigns.

Non-essential operations of the federal government will cease from
today -- the government shutdown -- after the US House of
Representatives and Senate failed to agree a continuing resolution
to grant it the necessary spending authority.


* Recent Small-Dollar & Individual Chapter 11 Filings
-----------------------------------------------------

In re Ricardo Lujan
   Bankr. D. Nev. Case No. 13-51866
      Chapter 11 Petition filed September 22, 2013

In re Drink Marquee, Ltd.
   Bankr. S.D. Tex. Case No. 13-35843
     Chapter 11 Petition filed September 22, 2013
         See http://bankrupt.com/misc/txsb13-35843.pdf
         represented by: Margaret Maxwell McClure, Esq.
                         E-mail: margaret@mmmcclurelaw.com

In re Max Suter
   Bankr. M.D. Fla. Case No. 13-05730
      Chapter 11 Petition filed September 23, 2013

In re Christina Wrieden
   Bankr. S.D. Fla. Case No. 13-32636
      Chapter 11 Petition filed September 23, 2013

In re West Bloomfield Dental and Associates, PLLC
   Bankr. E.D. Mich. Case No. 13-57690
     Chapter 11 Petition filed September 23, 2013
         See http://bankrupt.com/misc/mieb13-57690.pdf
         represented by: Kimberly Redd, Esq.
                         REDD LAW, PLC
                         E-mail: kimberly@attyredd.com

In re Clifford Grabowski
   Bankr. D.N.J. Case No. 13-30796
      Chapter 11 Petition filed September 23, 2013

In re LD Island Cafe, Inc.
   Bankr. E.D.N.Y. Case No. 13-45756
     Chapter 11 Petition filed September 23, 2013
         See http://bankrupt.com/misc/nyeb13-45756.pdf
         represented by: Daniel C. Marotta, Esq.
                         GABOR & MAROTTA, LLC
                         E-mail: dan@gabormarottalaw.com

In re Cabin and Cottage Interiors, Inc.
   Bankr. W.D.N.C. Case No. 13-10612
     Chapter 11 Petition filed September 23, 2013
         See http://bankrupt.com/misc/ncwb13-10612.pdf
         represented by: Joshua B. Farmer, Esq.
                         TOMBLIN, FARMER & MORRIS, PLLC
                         E-mail: jfarmer@farmerlegal.com

In re Jose Martinez Pou
   Bankr. D.P.R. Case No. 13-07802
      Chapter 11 Petition filed September 23, 2013

In re Gonzalo Saldana
   Bankr. N.D. Tex. Case No. 13-34861
      Chapter 11 Petition filed September 23, 2013

In re Mexia Nursery & Tree Farm, Inc.
   Bankr. N.D. Tex. Case No. 13-34862
     Chapter 11 Petition filed September 23, 2013
         See http://bankrupt.com/misc/txnb13-34862.pdf
         represented by: Nathan M. Nichols, Esq.
                         SULLIVAN & HOLSTON
                         E-mail: nnichols@sullivanholston.com

In re Mexia Tire Service, LLC
   Bankr. N.D. Tex. Case No. 13-34863
     Chapter 11 Petition filed September 23, 2013
         See http://bankrupt.com/misc/txnb13-34863.pdf
         represented by: Nathan M. Nichols, Esq.
                         SULLIVAN & HOLSTON
                         E-mail: nnichols@sullivanholston.com

In re TMW 1, LLC
        dba Mia Famiglia Italian Restorante and Steakhouse
   Bankr. E.D. Wis. Case No. 13-32587
     Chapter 11 Petition filed September 23, 2013
         See http://bankrupt.com/misc/wieb13-03258.pdf
         represented by: Thomas J. Kasen, Esq.
                         KASEN LAW OFFICES S.C.
                         E-mail: kasenlawoff@msn.com

In re Joseph Twomey
   Bankr. D. Ariz. Case No. 13-16662
      Chapter 11 Petition filed September 24, 2013

In re Triple J Restaurant Group LLC
   Bankr. D. Ariz. Case No. 13-16640
     Chapter 11 Petition filed September 24, 2013
         Filed pro se

In re Charles Rollins
   Bankr. C.D. Cal. Case No. 13-17921
      Chapter 11 Petition filed September 24, 2013

In re Donald Lee
   Bankr. C.D. Cal. Case No. 13-17920
      Chapter 11 Petition filed September 24, 2013

In re Robert Parker
   Bankr. M.D. Fla. Case No. 13-11798
      Chapter 11 Petition filed September 24, 2013

In re Shawn Temple
   Bankr. N.D. Ill. Case No. 13-37560
      Chapter 11 Petition filed September 24, 2013

In re Edward Hajek
   Bankr. D. Minn. Case No. 13-44653
      Chapter 11 Petition filed September 24, 2013

In re John Sutton
   Bankr. W.D. Mo. Case No. 13-61455
      Chapter 11 Petition filed September 24, 2013

In re Christine Porchetta
   Bankr. D.N.J. Case No. 13-30812
      Chapter 11 Petition filed September 24, 2013

In re Clifford Hill
   Bankr. S.D. Ohio Case No. 13-57577
      Chapter 11 Petition filed September 24, 2013

In re Alexander Patullo
   Bankr. E.D. Pa. Case No. 13-18315
      Chapter 11 Petition filed September 24, 2013

In re Robert William Fornalczyk
   Bankr. W.D. Pa. Case No. 13-24024
      Chapter 11 Petition filed September 24, 2013

In re Gregory Ortega
   Bankr. C.D. Cal. Case No. 13-33687
      Chapter 11 Petition filed September 25, 2013

In re Sam Kholi
   Bankr. S.D. Cal. Case No. 13-9448
      Chapter 11 Petition filed September 25, 2013

In Re Catamount Road, LLC
   Bankr. D. Conn. Case No. 13-51510
      Chapter 11 Petition filed September 25, 2013
         See http://bankrupt.com/misc/ctb13-51510.pdf
             Filed as Pro Se

In re Sharon Talbot
   Bankr. S.D. Fla. Case No. 13-32794
      Chapter 11 Petition filed September 25, 2013

In re Victoria MacCarthy
   Bankr. N.D. Ill. Case No. 13-37676
      Chapter 11 Petition filed September 25, 2013

In re Ramon Aguirre
   Bankr. N.D. Ill. Case No. 13-37728
      Chapter 11 Petition filed September 25, 2013

In Re Frankfort Properties, LLC
   Bankr. W.D. Ky. Case No. 13-33809
      Chapter 11 Petition filed September 25, 2013
         See http://bankrupt.com/misc/kywb13-33809.pdf
         represented by: Richard A. Schwartz
                         Kruger & Schwartz
                         E-mail: rick@ks-laws.com

In re Terry Vaughn
   Bankr. C.D. Ill. Case No. 13-91211
      Chapter 11 Petition filed September 25, 2013

In re Michael Frye
   Bankr. D. Nev. Case No. 13-18153
      Chapter 11 Petition filed September 25, 2013

In re YN Home Services, LLC
   Bankr. D.N.J. Case No. 13-30980
      Chapter 11 Petition filed September 25, 2013
         See http://bankrupt.com/misc/njb13-30980.pdf
         represented by: Avram D White
                         Law Offices of Avram D White, Esq
                         E-mail: clistbk3@gmail.com

In Re Thomas A. McDonald
   Bankr. D. Ore Case No. 13-36061
      Chapter 11 Petition filed September 25, 2013
         See http://bankrupt.com/misc/orb13-36061.pdf
         represented by: represented by JOSEPH A FIELD
                         621 SW Morrison St #1225
                         Portland, OR 97205
                        (503) 228-9115
                         E-mail: joe@fieldjerger.com



In re Elizabeth Barbanti
   Bankr. C.D. Calif. Case No. 13-18041

      Chapter 11 Petition filed September 26, 2013

In re William Oberholtzer
   Bankr. N.D. Ga. Case No. 13-22712
      Chapter 11 Petition filed September 26, 2013

In re Scott Marshall
   Bankr. N.D. Ill. Case No. 13-37911

      Chapter 11 Petition filed September 26, 2013

In re William Rountree
   Bankr. E.D. N.C. Case No. 13-bk-6062

      Chapter 11 Petition filed September 26, 2013

In re Mark DuBois
   Bankr. W.D. Wash. Case No. 13-46104

       Chapter 11 Petition filed September 26, 2013

In re William Correll
   Bankr. M.D. Fla. Case No. 13-12815

      Chapter 11 Petition filed September 26, 2013

In re William McClain
   Bankr. N.D. Ga. Case No. 13-71031
      Chapter 11 Petition filed September 26, 2013

In re Brian Horowitz
   Bankr. C.D. Calif. Case No. 13-18007

      Chapter 11 Petition filed September 26, 2013

In re Shawn Schrader
   Bankr. W.D. Wash. Case No. 13-46105
      Chapter 11 Petition filed September 26, 2013

In re Addsion Industrial LLC
   Bankr. D. Ariz. Case No. 13-16876
      Chapter 11 Petition filed September 26, 2013
         See http://bankrupt.com/misc/azb13-16876.pdf
         represented by: Charles R. Hyde
                         Law Offices of C.R. Hyde
                         E-mail: crhyde@gmail.com

In re Henz Management LLC
   Bankr. D.N.J. Case No. 13-30998
      Chapter 11 Petition filed September 26, 2013
         See http://bankrupt.com/misc/njb13-30998.pdf
         represented by: Leonard S. Singer
                         Zazella & Singer, Esqs.
                         E-mail: zsbankruptcy@gmail.com

In re Roma 380 Equities Corporation
   Bankr. S.D.N.Y. Case No. 13-13135
      Chapter 11 Petition filed September 26, 2013
         See http://bankrupt.com/misc/nysb13-13135.pdf
         represented by: Jonathan S. Pasternak
                         DelBello Donnellan Weingarten Wise &
                         Wiederkehr, LLP
                         E-mail: jpasternak@ddw-law.com

In re 185 Columbus Equity Corporation
   Bankr. S.D.N.Y. Case No. 13-13136
      Chapter 11 Petition filed September 26, 2013
      See http://bankrupt.com/misc/nysb13-13136.pdf
      represented by: Jonathan S. Pasternak
                      DelBello Donnellan Weingarten Wise &
                      Wiederkehr, LLP
                      E-mail: jpasternak@ddw-law.com

In re 468033 B.C. Ltd
   Bankr. S.D.N.Y. Case No. 13-37132
      Chapter 11 Petition filed September 26, 2013
         See http://bankrupt.com/misc/nysb13-37132.pdf
         represented by: David Bruce Van Benschoten
                         Francello & Van Benschoten
                         E-mail: dvanben@saugertieslaw.com

In re Ramsco Enterprises, LLC
   Bankr. S.D. Texas Case No. 13-35934
      Chapter 11 Petition filed September 26, 2013
         See http://bankrupt.com/misc/txsb13-35934.pdf
         represented by: Barbara Mincey Rogers
                         Rogers & Anderson, PLLC
                         E-mail: brogers@ralaw.net


In re Frank Dubberley, Jr.
   Bankr. M.D. Ala. Case No. 13-32551
      Chapter 11 Petition filed September 27, 2013
         See http://bankrupt.com/misc/almb13--32551.pdf
         represented by: Michael A. Fritz, Sr.
                         Fritz Hughes & Hill, LLC
                         E-mail: bankruptcy@fritzandhughes.com

In re Muhammad Rana
   Bankr. D. Ariz. Case No. 13-16931
      Chapter 11 Petition filed September 27, 2013

In re James Hastings
   Bankr. C.D. Cal. Case No. 13-33817
      Chapter 11 Petition filed September 27, 2013

In re Cheryl Alan Homestore, LLC
   Bankr. C.D. Cal. Case No. 13-16267
      Chapter 11 Petition filed September 27, 2013
         See http://bankrupt.com/misc/cacb13-16267.pdf
         represented by: Cheryl Alan Homestore, LLC
                         Pro Se

In re Veneer Products, Inc.
   Bankr. C.D. Cal. Case No. 13-33893
      Chapter 11 Petition filed September 27, 2013
         See http://bankrupt.com/misc/cacb13-33893.pdf
         represented by: James R Felton
                         E-mail: jfelton@greenbass.com

In re California Natural Food & Beverage, Inc.
   Bankr. C.D. Cal. Case No. 13-33929
      Chapter 11 Petition filed September 27, 2013
         See http://bankrupt.com/misc/cacb13-33929.pdf
         represented by: Jerome Bennett Friedman
                         1900 Ave of the Stars 11th Fl
                         Los Angeles, CA 90067-4409
                         Tel: 310-552-8210
                         Fax: 310-733-5442
                         E-mail: jfriedman@jbflawfirm.com
In re PJRNML, LLC
   Bankr. M.D. Fla. Case No. 13-12873
      Chapter 11 Petition filed September 27, 2013
         See http://bankrupt.com/misc/flmb13-12873.pdf
         represented by: Daniel J. Herman
                         Pecarek & Herman, Chartered
                         E-mail: dan@djherman.com

In re Preston Testing and Engineering Co., Inc.
   Bankr. M.D. Ga. Case No. 13-52572
      Chapter 11 Petition filed September 27, 2013
         See http://bankrupt.com/misc/gamb13-52572.pdf
         represented by: Christopher W. Terry
                         Stone and Baxter, LLP
                         E-mail: cterry@stoneandbaxter.com

In re Osage Financial Corporation
   Bankr. N.D. Ga. Case No. 13-22741
      Chapter 11 Petition filed September 27, 2013
         See http://bankrupt.com/misc/ganb13-22741.pdf
         represented by: J. Robert Williamson
                         Scroggins and Williamson
                         E-mail: rwilliamson@swlawfirm.com

In re Illinois Machine & Tool Works, L.L.C.
   Bankr. C.D. Ill. Case No. 13-81859
      Chapter 11 Petition filed September 27, 2013
         See http://bankrupt.com/misc/ilcb13-81859.pdf
         represented by: Sumner Bourne
                         E-mail: sbnotice@mtco.com

In re My Favorite Season, Inc.
   Bankr. W.D.N.C. Case No. 13-10623
      Chapter 11 Petition filed September 27, 2013
         See http://bankrupt.com/misc/ncwb13-10623.pdf
         represented by: R. Kelly Calloway, Jr.
                         CALLOWAY & ASSOCIATES LAW FIRM
                         E-mail: rkelly@callowaylawfirm.com

In re Barbara Magnusson
   Bankr. D.N.J. Case No. 13-31122
      Chapter 11 Petition filed September 27, 2013
         See http://bankrupt.com/misc/njb13-31122.pdf
         represented by: Bunce Atkinson
                         Atkinson & DeBartolo
                         E-mail: bunceatkinson@aol.com

In re First Choice Homecare, Inc.
   Bankr. N.D. Ohio Case No. 13-16856
      Chapter 11 Petition filed September 27, 2013
         See http://bankrupt.com/misc/ohnb13-16856.pdf
         represented by: Mary Ann Rabin
                         Rabin & Rabin Co LPA
                         E-mail: mrabin@rabinandrabin.com

In re Westech Computer System, Inc.
   Bankr. N.D. Texas Case No. 13-34957
      Chapter 11 Petition filed September 27, 2013
         See http://bankrupt.com/misc/txnb13-34957.pdf
         represented by: Mark H. Ralston
                         Estes Okon Thorne & Carr
                         E-mail: mralston@estesokon.com

In re SFE Investments, LLC
   Bankr. W.D. Texas Case No. 13-52632
      Chapter 11 Petition filed September 27, 2013
         See http://bankrupt.com/misc/txwb13-52632.pdf
         represented by: Dean William Greer
                         E-mail: dwgreer@sbcglobal.net

In re Fable Jewelry Company, Inc.
   Bankr. D. Utah Case No. 13-31050
      Chapter 11 Petition filed September 27, 2013
         See http://bankrupt.com/misc/utb13-31050.pdf
         represented by: Michael L. Labertew
                         Labertew & Associates, LLC
                         E-mail: michael@labertewlaw.com

In re Duke House of Kabob, Inc.
   Bankr. E.D. Va. Case No. 13-14422
      Chapter 11 Petition filed September 27, 2013
         See http://bankrupt.com/misc/vaeb13-14422.pdf
         represented by: Richard G. Hall
                         E-mail: richard.hall33@verizon.net

In re Rosa Velazquez
   Bankr. D. N.M. Case No. 13-13186
      Chapter 11 Petition filed September 27, 2013

In re Maria Lopez-Ruiz
   Bankr. C.D. Cal. Case No. 13-33934
      Chapter 11 Petition filed September 27, 2013

In re Philip Buccola
   Bankr. S.D. Cal. Case No. 13-9506
      Chapter 11 Petition filed September 27, 2013

In re Denise Buccola
    Bankr. S.D. Cal. Case No. 13-9535
       Chapter 11 Petition filed September 27,2013

In re Eric Williams
    Bankr. D. Ariz. Case No. 13-16959
       Chapter 11 Petition filed September 27, 2013

In re Cynthia Ross
   Bankr. C.D. Cal. Case No. 13-18049
      Chapter 11 Petition filed September 27, 2013

In re Kenneth Base
   Bankr. C.D. Cal. Case No. 13-33954
      Chapter 11 Petition filed September 29, 2013

In re Geovanny Lizama
   Bankr. C.D. Cal. Case No. 13-33953
      Chapter 11 Petition filed September 29, 2013

In re Donna Runyon
   Bankr. C.D. Cal. Case No. 13-18102
      Chapter 11 Petition filed September 29, 2013



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2013.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-241-8200.


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