TCR_Public/131011.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Friday, October 11, 2013, Vol. 17, No. 282

                            Headlines

1250 OCEANSIDE: Wins Approval to Seek Votes on Plan
2600 W. GRAND: Voluntary Chapter 11 Case Summary
ABITIBI HELICOPTER: Chapter 15 Case Summary
ALLIANCE CONSULTING: Admin. Agent Seeks Relief From Stay
ALLIANT TECHSYSTEMS: Moody's Rates $1.8BB Secured Loans 'Ba1'

ARCHDIOCESE OF MILWAUKEE: Amends Schedules of Unsecured Creditors
ARMORWORKS ENTERPRISES: Opposes a Ch. 11 Trustee Appointment
ARMORWORKS ENTERPRISES: Panel Reacts to Houlihan Lokey Retention
ARMORWORKS ENTERPRISES: Wants Jan. 13 Deadline for Lease Decision
BERNARD L. MADOFF: Ex-Employees' Trial Starts With 300 Jurors

BURLINGTON STORES: Moody's Raises CFR to 'B2' & PDR to 'B2-PD'
CENGAGE LEARNING: Sues JPMorgan Over Textbook Copyrights
CHRISTIAN BROTHERS: Creditors Panel Taps Abuse Claims Reviewer
CIVIC PARTNERS: Court Rejects Second Amended Plan
COMMUNITY HOME: Secured Creditors Oppose Hiring of Consultant

CONNECTICUT STUDIOS: Collateral to Be Sold at Auction Monday
CREW ENERGY: DBRS Assigns '(P)B' Issuer Rating
CREW ENERGY: S&P Assigns 'B' CCR & Rates C$250MM Senior Notes 'B-'
CSN HOUSTON: Petitioning Creditors Seek Chapter 11 Trustee
DEVONSHIRE PGA: Hires Alvarez & Marsal's Paul Rundell as CRO

DEVONSHIRE PGA: Taps Young Conaway as Attorneys
DEVONSHIRE PGA: Hires Epiq Bankruptcy Solutions as Admin. Advisor
DOLE FOOD: Moody's Cuts CFR to B3 & Sr. Sec. Notes Rating to Caa2
DOLE FOOD: S&P Rates New $675MM Senior Secured Term Loan 'B-'
EAST COAST BROKERS: Final Asset Auction Scheduled for Oct. 25

ECOTALITY INC: Tellus Offers to Buy All Assets for $3 Million
ELK GROVE VILLAGE: Selling 5 Convenience Stories
ENERGY CONVERSION: Trustee Sues China Companies for Price-Fixing
ENERGY FUTURE: Term Loan Drops Before November Coupon Payment Due
ENERGY FUTURE: S&P Lowers Corporate Credit Rating to 'CCC-'

FAIRMONT GENERAL: U.S. Trustee Appoints 5-Member Creditors Panel
FIRE RIVER: Gets Default Notice From Waterton Global
FRESH & EASY: Taps Alvarez & Marsal as Fin'l Advisors & Banker
FRESH & EASY: Hires Pillsbury Winthrop as Corporate Counsel
FRESH & EASY: Employs Prime Clerk as Claims & Noticing Agent

FRESH & EASY: Seeks Extension of Schedules Filing Deadline
G-STAR SCHOOL: S&P Lowers Rating on $4.5MM Revenue Bonds to 'B+'
GATEHOUSE MEDIA: Taps Hilco as Real Estate Advisor
GATEHOUSE MEDIA: Hires Young Conaway as Local Delaware Counsel
GATEHOUSE MEDIA: Taps Epiq as Claims Agent and Admin. Advisor

GABRIEL TECHNOLOGIES: Bankruptcy Proceedings Suspended
HOUSTON, TX: Fitch Affirms 'B' Rating on $323.5MM Revenue Bonds
INSPIRATION BIOPHARMA: Plan Outline Hearing Rescheduled to Oct. 24
JOURNAL REGISTER: Mercer's Stay Relief; Case Dismissal Bids Nixed
KEYWELL LLC: Hires Adelman & Gettleman as Legal Counsel

KEYWELL LLC: Taps Patzik Frank as Special Counsel
KEYWELL LLC: Employs Eureka Capital as Investment Banker
KEYWELL LLC: Taps Conway MacKenzie as Financial Advisors
KEYWELL LLC: Can Continue to Operate Using Cash
KEYWELL LLC: Seeks to Sell Assets, Proposes Dec. Auction

KHAN FAMILY: Can Hire Barnes Alford as Special Counsel
KIDSPEACE CORP: Dec. 19 Hearing on Termination of Ombudsman
LAFAYETTE YARD: Sec. 341 Creditors' Meeting Set for Nov. 7
LEHMAN BROTHERS: SunCal Rebounds Five Years After Lehman Collapse
LEHMAN BROTHERS: Australia Investors Still Fighting for Payback

LEHMAN BROTHERS: Sues Tokyo Gas to Recover JPY1.35-Bil.
LEHMAN BROTHERS: To Alter ADR Process for SPVS Claims
LEHMAN BROTHERS: LBI Customers Required to Submit Documents
LEHMAN BROTHERS: U.K. Creditor to Get $1-Bil. From King, Elliott
LIGHTSQUARED INC: Revises Plan Outline to Resolve Objections

LIGHTSQUARED INC: Rival Plan Outlines Filed on Eve of Hearing
LILY GROUP: Complete Schedules of Assets and Debts Due Nov. 7
LOFINO PROPERTIES: Files for Bankruptcy Protection in Ohio
LONE PINE: Receives Provisional Relief Under Ch. 15
MARLOW MANOR: AHFC Claim Should Be Grouped With Non-Insiders'

MI PUEBLO: Bank Balks at $320,000 Carve-Out in 3rd Interim Budget
MI PUEBLO: Bank Says Panel Statement on Proposed Budget Misplaced
MSD PERFORMANCE: Gets Court Approval to Sell Assets in November
MUD KING: National Oilwell Barred From Pursuing State Court Action
NATIONAL ENVELOPE: Claims Bar Date Set for Nov. 14

NAVISTAR INTERNATIONAL: To Offer $200 Million Convertible Notes
NESBITT PORTLAND: Chapter 11 Plan Approved With Changes
NNN 3500: Files Schedules of Assets and Liabilities
NORTHERN BEEF PACKERS: U.S. Trustee Withdraws Conversion Motion
NORTHERN BEEF: Has Final OK for $2.25MM White Oak Secured Credit

OCZ TECHNOLOGY: Crowe Horwath Raises Going Concern Doubt
OCZ TECHNOLOGY: Incurs $13.2-Mil. Net Loss in May 31 Quarter
OGX PETROLEO: Liquidation Signaled in Bond Market Trading
OSX BRASIL: Batista Lenders Said to Weigh Ship Seizures
PACIFIC THOMAS: Oct. 17 Plan Outline Hearing Set

PARADE PLACE: Files for Bankruptcy Protection in New York
PERSONAL COMMUNICATIONS: May Continue Retention Bonus Program
QMX GOLD: Signs Waiver & Amendment Agreement with Third Eye
RADIATION THERAPY: Moody's Rates New $90MM Sr. Secured Loan 'Ba3'
REGIONS FINANCIAL: DBRS Assigns 'B' Preferred Stock Rating

REGIS INSURANCE: A.M. Best Lowers Fin. Strength Rating to 'C+'
RESIDENTIAL CAPITAL: Seeks to Pay $2-Mil. Bonus to Lewis Kruger
RESIDENTIAL CAPITAL: Objection to 28 UMB Claims Withdrawn
RESIDENTIAL CAPITAL: Objection to Becky Spence's Claim No. 3835
RG STEEL: Wins Court Approval of Settlement With ACI, et al.

ROBERT SIMON: Bankruptcy Law Allows Debtors' FDCPA Claims
ROBERTS LAND: To Make Adequate Protection Payments to Farm Credit
ROGERS BANCHARES: Withdraws Motion to Employ Carl Marks
ROGERS BANCSHARES: Panel Withdraws Objection to Keefe Hiring
ROSEVILLE SENIOR: Lender Seeks Prohibition of Cash Collateral Use

ROSEVILLE SENIOR: Has Until Oct. 25 to File Schedules
RUE21 INC: S&P Assigns 'CCC' Rating to $250MM Sr. Unsecured Notes
RURAL/METRO CORP: Brown Rudnick Approved as Committee's Co-Counsel
RURAL/METRO CORP: Credit Suisse Objects to Bid for Stay Relief
RURAL/METRO CORP: GLC Okayed as Panel's Financial Advisor

SACRED HEART: Oct. 15 Webcast Auction Set for Medical Equipment
SAN BERNARDINO, CA: Judge Puts Off Fight to Cancel Union Contracts
SAN DIEGO HOSPICE: 1st Amended Liquidating Plan Confirmed
SAN DIEGO HOSPICE: Mayol Seeks to Pursue Claim in State Court
SCOTTSDALE VENETIAN: Can Use Cash Collateral Until Nov. 30

SCOTTSDALE VENETIAN: Initial Plan Hearing Set for Nov. 7
SEARS HOLDINGS: Cashes Out of Prime Stores
SHELBOURNE NORTH WATER: Involuntary Chapter 11 Case Summary
SOUNDVIEW ELITE: Seeks Imposition of Sanctions v. CITCo, Others
SOUNDVIEW ELITE: Cayman Liquidators Oppose Joint Administration

SPENDSMART PAYMENTS: Director Brian Thompson Resigns
SPRINGLEAF FINANCE: To Prepay $550MM Loans Under Credit Agreement
SPRINGLEAF FINANCE: To Prepay $550 Million Under 2011 Facility
STACY'S INC: May Hire Ogletree Deakins as Employment Counsel
STONE CRANBERRY: Properties to Be Sold at Auction Today

TARGETED MEDICAL: Amends Funding Agreement with CMFG
TAYLOR BEAN: Ex-CEO Wants Fraud Case Tossed
TEPECHI ENTERPRISES: Case Summary & 9 Unsecured Creditors
TOWER GROUP: A.M. Best Cuts $145.4MM Sr. Convertible Notes to 'bb'
UNIVERSAL HEALTH: E-Hounds Approved as Imaging Consultant

UNIVERSAL HEALTH: Court OKs Jennis & Bowen as Conflicts Counsel
UNIVERSAL HEALTH: Mark Hall to Serve as Healthcare Consultant
WAJAX CORP: DBRS Assigns BB(high) Issuer Rating with Stable Trend
WAJAX CORP: S&P Assigns 'BB+' CCR & Rates C$125MM Sr. Notes 'BB'

* Investors Confident in U.S. Public Cos. Prior to Gov't Shutdown
* Fitch Examines What a U.S. Technical Default Could Mean for MMFs

* Reiss Inducted Into TMA Turnaround, Restructuring Hall of Fame

* BOOK REVIEW: Bankruptcy Crimes

                            *********

1250 OCEANSIDE: Wins Approval to Seek Votes on Plan
---------------------------------------------------
Michael Bathon, substituting for Bloomberg bankruptcy columnist
Bill Rochelle, reports that the owners of more than 1,800 acres of
land on the island of Hawaii won court approval of the disclosure
statement explaining a reorganization plan that would turn over
ownership to its secured lender.

1250 Oceanside Partners, its affiliates and lender Sun Kona
Finance I LLC, which is backing the plan, will now seek creditors'
votes on the proposal, according to court documents filed Oct. 4.
The company is scheduled to seek court approval of the plan at a
Feb. 3 hearing.  "The plan proponents believe that the plan
provides the greatest and earliest possible recovery" for
creditors, the company said in the disclosure statement, according
to the report.  Sun Kona would provide a $65 million exit facility
to help make payments under the plan and to fund the reorganized
company when it leaves court protection.

The report notes that Oceanside's creditors include the County of
Hawaii, with a claim of $20 million, and Ackerman Ranch Inc., with
a claim of $15.8 million, according to court papers.  The county
can elect to either get paid in full on its loan's original due
date of March 23, or take $15 million on Dec. 20, or later if the
plan goes into effect after that date.  It would get the other
$5 million on May 21, after accruing interest at 1.63 percent.
Unsecured creditors are projected to receive a recovery between
2.2 percent and 4 percent.

                   About 1250 Oceanside Partners

1250 Oceanside Partners, Front Nine, LLC, and Pacific Star
Company, LLC, owners of the 1,800-acre Hokuli'a luxury real
estate development near Kona on the island of Hawaii, sought
Chapter 11 protection (Bankr. D. Hawaii Lead Case No. 13-00353)
on March 6, 2013, in Honolulu.

The Debtors were formed by developer Lyle Anderson and were
part of his development "empire", which included developments
in Hawaii, Arizona, New Mexico and Scotland.  The secured
lender, Bank of Scotland, declared a default and obtained
control of the Debtors in January 2008.

Development of the property, which has 3.5 miles of waterfront
on the Kona coast, stopped after the developers were declared
in default under the loan.  Oceanside and Front Nine own most
of the land within the Hokuli'a project, which is the principal
development.  Pacific Star owns the land referred to as
"Keopuka", near Hokuli'a.  The Hokuli'a was to have 730
residential units, an 18-hole golf course, club and other
amenities.

The Debtors say their assets are worth $68.1 million while they
are jointly liable to $625 million of debt to Sun Kona Finance
LLC, which acquired the Hawaii loan from Bank of Scotland.

Simon Klevansky, Esq., Alika L. Piper, Esq., and Nicole D.
Stucki, Esq., at Klevansky Piper, LLP, represent the Debtor in
its restructuring effort.  They replaced the law firm of Gelber,
Gelber & Ingersoll as general counsel.

A creditors committee has not been appointed.

James A. Wagner, Esq., and Allison A. Ito, Esq., at Wagner Choi &
Verbrugge, represent Creditor Sun Kona Finance I, LLC, as counsel.


2600 W. GRAND: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: 2600 W. Grand, Inc.
        910 W. Chicago, Suite 101
        Chicago, IL 60622

Case No.: 13-39674

Chapter 11 Petition Date: October 9, 2013

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

Judge: Hon. Benjamin A. Goldgar


Debtor's Counsel: Karen J Porter, Esq.
                  PORTER LAW NETWORK
                  230 West Monroe, Suite 240
                  Chicago, IL 60606
                  Tel: 312-372-4400
                  Fax: 312-372-4160
                  Email: porterlawnetwork@gmail.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Roman Popvych, president.

The Debtor did not file a list of its largest unsecured creditors
when it filed the petition.


ABITIBI HELICOPTER: Chapter 15 Case Summary
-------------------------------------------
Chapter 15 Petitioner: Raymond Chabot Inc.

Chapter 15 Debtor: Abitibi Helicopter, LTD.
                   PO Box 118
                   341, Road 111 Ouest
                   La Sarre, QC J9Z 2X5

Chapter 15 Case No.: 13-27021

Type of Business: The Debtor is a Canadian-owned and operated
                  company that leases helicopters to a variety of
                  business in Canada and internationally.

Chapter 15 Petition Date: October 9, 2013

Court: United States Bankruptcy Court
       District of Colorado (Denver)

Judge: Hon. Bruce A. Campbell

Chapter 15 Debtor's  Craig K. Schuenemann, Esq.
Counsel:             1700 Lincoln Street, Suite 4100
                     Denver, CO 80203-4541
                     Tel: 303-861-7000
                     Fax: 303-866-0200
                     Email: craig.schuenemann@bryancave.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $10 million to $50 million


ALLIANCE CONSULTING: Admin. Agent Seeks Relief From Stay
--------------------------------------------------------
Spectrum Origination LLC, as administrative agent for the lenders
of Alleged Debtor Alliance Consulting Group LLC, asks the U.S.
Bankruptcy Court for the Southern District of Mississippi,
Gulfport Division, for relief from stay to enforce all rights and
pursue all remedies with respect to a drying facility owned by the
Debtor.

According to the Administrative Agent's counsel, Glenn E. Glover,
Esq. -- gglover@babc.com -- at Bradley Arant Boult Cummings LLP,
in Birmingham, Alabama, all of the factors listed by the Fifth
Circuit in In re Little Creek Development Co., 779 F.2d 1068,
1072-73 (5th Cir. 1986), are present in the instant case, with the
exception of the "little or no employees" factor.  In the instant
case, there are employees but the Debtor is not paying them as the
Drying Facility is being managed by another party, Mr. Glover
points out.  Most importantly, that party, S3, will quit paying
those employees and the business would then shut down.  The
"little or no employees" factor is almost certainly aimed at
protecting jobs, as normally stay relief for a creditor might mean
the loss of jobs, Mr. Glover says.  In this case, however, stay
relief will actually mean those jobs are saved, Mr. Glover
asserts.

Mr. Glover further asserts that the Debtor's and Hess's extreme
measures in attempting to prevent foreclosure of the Drying
Facility clearly demonstrate that they have abused the bankruptcy
process and do not come before the Court with clean hands.

If the Court lifts the stay to allow the Administrative Agent and
Lenders to foreclose on the assets under the Drying Facility
Leasehold Deed of Trust, the Lenders will hold those assets
through Drying Facility Assets Holding, LLC, and will not sell,
transfer, or otherwise encumber those assets for a period of at
least 60 days, irreparable harm to the Lenders' collateral
will be avoided and employment, benefits, and other rights and
privileges currently enjoyed by employees working at or on behalf
of the Drying Facility will continue unimpaired, Mr. Glover tells
the Court.

An involuntary petition under Chapter 11 of the Bankruptcy Code
was filed against Alliance Consulting Group, L.L.C., on Oct. 3,
2013 (S.D. Miss., Case No. 13-51937).  The case is before Judge
Katharine M. Samson.

The Petitioners are represented by Patrick S. Garrity, Esq., and
William E. Steffes, Esq., at STEFFES, VINGIELLO & MCKENZIE, LLC,
in Baton Rouge, Louisiana; and David Wheeler, Esq., at WHEELER &
WHEELER, PLLC, in Biloxi, Mississippi.


ALLIANT TECHSYSTEMS: Moody's Rates $1.8BB Secured Loans 'Ba1'
-------------------------------------------------------------
Moody's Investors Service has concluded the review for downgrade
of Alliant Techsystems Inc.'s ("ATK") ratings that commenced on
September 6, and has confirmed the company's Ba2 Corporate Family
Rating. Concurrently, a Ba1 rating has been assigned to the debts
of ATK's planned bank credit facility, and ratings on ATK's senior
subordinated notes have been lowered to B1 from Ba3. The
Speculative Grade Liquidity rating of SGL-3 has been affirmed and
the rating outlook is stable. The confirmation of the Ba2 CFR
reflects elevated leverage but considers reduced defense sector
exposure to follow the pending acquisition of Bushnell Group
Holdings, Inc. Further, expectation of good free cash flow
generation near-term, debt prepayment and rapid de-levering adds
support.

Ratings confirmed:

  Corporate family, Ba2

  Probability of default, Ba2-PD

  $600 million senior secured revolver due 2015, Baa3, LGD2, 19%
  (will be withdrawn at transaction close)

  $400 million senior secured term loan A due 2015, Baa3, LGD2,
  19% (will be withdrawn at transaction close)

  $200 million senior secured term loan A due 2017, Baa3, LGD2,
  19% (will be withdrawn at transaction close)

Ratings assigned:

  $600 million senior secured revolver due 2018, Ba1, LGD2, 24%

  $1,010 million senior secured term loan A due 2018, Ba1, LGD2,
  24%

  $250 million senior secured term loan B due 2020, Ba1, LGD2, 24%

Ratings downgraded:

  $350 million gtd senior subordinated notes due 2020, to B1 LGD5,
  86% from Ba3 LGD5, 72%

  $200 million convertible senior subordinated notes due 2024, to
  B1 LGD5, 86% from Ba3 LGD5, 72%

  Speculative Grade Liquidity Rating, affirmed at SGL-3

Rating Outlook, Stable

Ratings Rationale:

The Ba2 CFR balances high leverage for the rating level against
improved revenue diversity, scale and anticipated cash flow that
should help moderate credit statistics. Pro forma for the pending
$985 million, debt-funded acquisition of Bushnell and assuming
full year earnings of Savage Sports Corporation which was acquired
in June, debt to EBITDA will rise to about 4x (Moody's adjusted
basis, LTM ended June 30th) from 3.3x. Free cash flow to debt,
however, should be in the more appropriate 8% to 10% range and
most will go toward debt reduction near-term. The acquisition
expands ATK's growing Sporting Group segment where broadened
distribution of Bushnell products and customer base should offer
revenue synergies. The resulting lower defense sector
concentration should help the long-term earnings outlook.
Additionally, ATK's restructuring of its qualified defined benefit
pension plan in July 2013 and a rising plan discount rate in FY14
also contributes to expected near-term leverage statistic
moderation.

The changes to instrument ratings reflect changes expected in the
future debt structure. Proceeds of the planned new $1.86 billion
bank credit facility along with a planned senior unsecured note
offering will help fund the Bushnell acquisition and refund ATK's
existing bank facility. The assigned bank debt ratings of Ba1, one
notch below the existing facility's ratings, envision the enlarged
senior secured debt class in the planned capital mix, which
lessens the stress-scenario recovery estimate for those claims. In
turn, the higher senior debt expected drove down ratings on the
subordinated notes to B1 from Ba3 because Moody's estimates that
greater loss absorption would be realized for those claims as well
in a stress scenario.

The Speculative Grade Liquidity rating of SGL-3 reflects an
adequate liquidity profile. The SGL considers the projected free
cash flow generation from operation offset by cash requirements of
about $53 million from expected bank debt amortization, dividends
of about $32 million, and permitted put by noteholders in August
2014 of $199 million of convertible subordinated notes.
Additionally, while the company expects that its revolver
borrowings of $200 million at June 30th will be significantly
reduced prior to close of the Bushnell acquisition, the revolver
($600 million in commitment) may be required to fund a portion of
the upcoming needs and will likely be needed as well for working
capital uses that could grow with the US government shutdown. The
SGL-3 also incorporates the lower-than-present, but nonetheless
good, headroom level expected with the upcoming bank facility's
financial ratio covenants.

The rating outlook is stable and anticipates that demand in the
company's Sporting Group segment should help limit decline in
earnings from a weakened defense sector. Free cash flow generation
and a near-term focus by the company on integration rather than on
further expansion suggest that credit metrics should moderate to
levels consistent with the Ba2 CFR over the next 12-18 months.

Upward rating momentum would depend on debt/EBITDA sustained at or
below 3x, EBITA/interest above 4x, good liquidity and FCF/debt
consistently above 10%.

Downward rating pressure would mount with debt/EBITDA above 4x,
EBITA/interest under 3x, or if FCF/debt were to fall below 5% of
total debt.

Alliant Techsystems Inc. ("ATK") produces propulsion, composite
structures, munitions, rocket motor systems, precision missiles,
and civil, military and sport ammunition. The company organizes
into three segments: Defense Group (39% of Q1-FY2014 revenues),
Aerospace Group (28%), and Sporting Group (33%). Over the last
twelve months ended June 30, 2013 revenues were approximately $4.4
billion.


ARCHDIOCESE OF MILWAUKEE: Amends Schedules of Unsecured Creditors
-----------------------------------------------------------------
The Archdiocese of Milwaukee made changes to the list containing
the names of creditors holding unsecured, non-priority claims.

The new list replaces the original list that was filed along with
Schedule F of the archdiocese's schedules of assets and
liabilities.  It contains corrections to the amount of some
claims and changes their categorization by removing the
"contingent" status of claims where the archdiocese has been able
to verify the amount it believes is due on the claims.  The new
list is available for free at http://is.gd/IozLju

                  About Archdiocese of Milwaukee

The Diocese of Milwaukee was established on Nov. 28, 1843, and
was elevated to an Archdiocese on Feb. 12, 1875, by Pope Pius
IX.  The region served by the Archdiocese consists of 4,758 square
miles in southeast Wisconsin which includes counties Dodge, Fond
du Lac, Kenosha, Milwaukee, Ozaukee, Racine, Sheboygan, Walworth,
Washington and Waukesha.  There are 657,519 registered Catholics
in the Region.

The Catholic Archdiocese of Milwaukee, in Wisconsin, filed for
Chapter 11 bankruptcy protection (Bankr. E.D. Wis. Case No.
11-20059) on Jan. 4, 2011, to address claims over sexual abuse
by priests on minors.

The Archdiocese became at least the eighth Roman Catholic diocese
in the U.S. to file for bankruptcy to settle claims from current
and former parishioners who say they were sexually molested by
priests.

Daryl L. Diesing, Esq., at Whyte Hirschboeck Dudek S.C., in
Milwaukee, Wisconsin, serves as the Archdiocese's counsel.  The
Official Committee of Unsecured Creditors in the bankruptcy case
has retained Pachulski Stang Ziehl & Jones LLP as its counsel, and
Howard, Solochek & Weber, S.C., as its local counsel.

The Archdiocese estimated assets and debts of $10 million to
$50 million in its Chapter 11 petition.

(Catholic Church Bankruptcy News; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


ARMORWORKS ENTERPRISES: Opposes a Ch. 11 Trustee Appointment
------------------------------------------------------------
ArmorWorks Enterprises, LLC, et al., filed with the Bankruptcy
Court a preliminary response in opposition to the C Squared
Parties' Motion for the Appointment of a Chapter 11 Trustee.

The Debtors complain that C Squared Capital Partners, LLC and
Anchor Management, LLC fail to offer any evidence that would
warrant the extraordinary remedy of a trustee appointment.

On the contrary, the Debtors assert, the appointment of a Chapter
11 Trustee would endanger the Debtors' small business status and
impair its ability to obtain and maintain numerous contracts.

Moreover, the Debtors add, a Chapter 11 trustee appointment would
result in added expense, delay, and burden without providing any
benefit to interested parties.

Instead, the Debtors point out, the alleged concerns expressed by
the C Squared Parties have been addressed through a proposal for
appointment of an Independent Debtor Representative selected in
cooperation with the unsecured creditors committee.

                   About ArmorWorks Enterprises

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

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

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

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

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

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


ARMORWORKS ENTERPRISES: Panel Reacts to Houlihan Lokey Retention
----------------------------------------------------------------
The Official Committee of Unsecured Creditors filed a limited
objection to ArmorWorks Enterprises, LLC, et al.'s application for
the retention of Houlihan Lokey Capital, Inc., as investment
banker.

The Committee believes that the "tail" provisions of the Houlihan
Lokey engagement agreement are overly broad and could lead to
Houlihan being paid a commission of $1 million for service that it
did not render.

Counsel to the Committee, S. Cary Forrester, Esq., of Forrester &
Worth, PLLC, relates that as the agreement now stands, Houlihan
will be paid a commission for any sale that is initiated during
the nine-month term of the agreement, or for twelve months
thereafter.  The obligation to pay the commission during the tail
period, when Houlihan will no longer be performing any services
for Debtors, is not limited to transactions involving parties
introduced by Houlihan or with whom it had significant contact --
It applies to any purchaser, Mr. Forrester points out.

Similarly, Mr. Forrester continues, the obligation to pay Houlihan
a commission for sales concluded or initiated during the tail
period applies even if Houlihan breaches the agreement or is
terminated for  cause.

Against this backdrop, the Committee requests that the court
decline to approve the employment of Houlihan Lokey unless the
obligation to pay a commission for sales initiated during the tail
period: (1) is limited to parties introduced by Houlihan and with
which it has significant contact, and (2) will not apply if the
Court determined that Houlihan materially breached the agreement
or was properly terminated for cause.

                   About ArmorWorks Enterprises

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

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

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

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

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

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


ARMORWORKS ENTERPRISES: Wants Jan. 13 Deadline for Lease Decision
-----------------------------------------------------------------
ArmorWorks Enterprises, LLC, et al., are seeking an extension of
the time for them to assume or reject any unexpired non-
residential real property leases under which the Debtors are
lessees for 90 days through and including Jan. 13, 2014.

The Debtors' current lease decision deadline is Oct. 15, 2013.

Along with the Lease Decision Extension Motion, the Debtors also
ask the Bankruptcy Court to deny MS Guadalupe, LLC's Motion to
Compel Debtor TechFiber, LLC, to decide on its lease immediately.

TechFiber is the tenant and MSG is the landlord of a real property
located at 6955 South Priest Drive, Guadalupe, Arizona.  TechFiber
asserts that to date, it is current on payments to MSG under the
Lease.

The Debtors aver that they are in the process of shrinking their
leasehold footprint, and anticipate combining their production,
operations and headquarters at a single facility.  They contend
that it does not make sense to burden the estate with a potential
administrative claim for premature assumption of the Lease, when
their options and plan are still under evaluation and in process.

The Debtors point out that the Lease may become an important asset
in their cases, as option for a consolidated headquarter.

The Official Committee of Unsecured Creditors join in the Debtors'
request for an extension of the lease decision period.

                   About ArmorWorks Enterprises

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

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

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

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

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

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


BERNARD L. MADOFF: Ex-Employees' Trial Starts With 300 Jurors
-------------------------------------------------------------
Michael Bathon, substituting for Bloomberg bankruptcy columnist
Bill Rochelle, reports that the trial of five former employees of
Bernard Madoff, including his personal secretary and two
programmers charged with helping carry out his record Ponzi
scheme, began with questions for about 300 prospective jurors.

According to the report, U.S. District Judge Laura Taylor Swain in
Manhattan, who said the trial may last five months, began
questioning the group Oct. 8.  Twelve jurors, along with six
alternates, will be chosen from the pool to decide the fate of
Madoff's inner circle.

The report notes that Judge Swain asked the group whether they
personally knew or had connections to dozens of people involved in
the case, including former Madoff investor and hedge-fund manager
J. Ezra Merkin and celebrity victims such as talk-show host Larry
King, 79, and 96- year-old actress Zsa Zsa Gabor.  Judge Swain
also asked the people one at a time to describe their families and
backgrounds, and whether they had invested or worked in the
securities industry.

The report relates that the former employees, all of whom have
pleaded not guilty, are Annette Bongiorno, Madoff's personal
secretary, who worked with him for 40 years and helped recruit
investors; Joann Crupi, a back-office worker who managed large
accounts; ex-operations chief Daniel Bonventre, and computer
programmers Jerome O'Hara and George Perez.  The defendants, who
took turns standing and facing the group of potential jurors, face
33 counts including securities fraud, mail fraud, bank fraud,
falsifying records and submitting false information to regulators.
Some of the defendants also face tax-fraud claims.

The report discloses that the trial, slated to start Oct. 7, was
delayed a day by Judge Swain without explanation, according to the
case's online court docket.  Jury selection may last through the
week.  When the jurors are selected, prosecutors will begin
opening arguments.

The case is U.S. v. O'Hara, 10-cr-00228, U.S. District Court,
Southern District of New York (Manhattan).

                      About Bernard L. Madoff

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

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

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

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

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

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

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


BURLINGTON STORES: Moody's Raises CFR to 'B2' & PDR to 'B2-PD'
--------------------------------------------------------------
Moody's Investors Service upgraded Burlington Stores, Inc. CFR to
B2 from B3 and its PDR to B2-PD from B3-PD. Actions on other rated
debt are detailed below. The company's Speculative Grade Liquidity
rating was upgraded to SGL-2 from SGL-3. The rating outlook
remains stable.

The company's Corporate Family Rating has been moved from
Burlington Holdings LLC to Burlington Stores, Inc. at this time.
Burlington Stores, Inc. the entity which is now the publicly
traded company and ultimate parent company of the group.

The upgrade of Burlington's Corporate Family Rating reflects the
company's improved credit metrics following the sale of new common
stock in its initial public offering. Net proceeds from the IPO
were in excess of $230 million and the company will use the
proceeds to redeem approximately $221.7 million principal amount
of its Senior Notes due 2018 issued by Burlington Holdings LLC.
The upgrade also considers the positive impact of recent
merchandizing and other initiatives to improve the customer
experience, evidenced by a 5.5% increase in comparable store sales
for the first six months of Fiscal 2013.

The following ratings were upgraded:

Burlington Stores, Inc. (previously, Burlington Holdings LLC)

  Corporate Family Rating to B2 from B3

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

  Speculative Grade Liquidity rating to SGL-2 from SGL-3

Burlington Holdings LLC

  $128 million Senior Notes due 2018 to Caa1 ( LGD 6, 96%) from
  Caa2 (LGD 6, 94%)

Burlington Coat Factory Warehouse Corp

  $450 million senior unsecured notes due 2019 to B3 (LGD 5, 77%)
  from Caa1 (LGD 5, 72%)

The following rating was affirmed and LGD assessments amended

Burlington Coat Factory Warehouse Corp

  $862 million senior secured term loan due 2017 at B1 (LGD 3, 35%
  from LGD 3, 32%)

Ratings Rationale:

Burlington's B2 Corporate Family Rating reflects its still high
financial leverage with debt/EBITDA near 5.7 times (pro-forma for
debt repayment following its IPO). The rating also reflects that
Burlington remains a 'controlled company' (as defined by the SEC)
with affiliates of Bain Capital Partners, who have a history of
funding sizable debt financed dividends, still holding
approximately 80% of the outstanding shares in the company. The
rating also reflects Burlington's weak competitive position, as it
is still significantly smaller than its largest peers -- TJX and
Ross Stores -- and with significantly lower operating margins.
Positive rating consideration is given to recent actions taken to
improve merchandizing and the store experience as well as the
resilient performance of the off-price retail segment and
Burlington's good liquidity profile.

The stable outlook reflects that Burlington's operating
performance will show modest improvement over the next twelve to
eighteen months and that continued investments in new stores and
store remodels will likely utilize a sizable portion of cash flow,
thus further debt repayment is likely to be modest. The stable
outlook also takes into consideration that Bain Capital Partners
retains a controlling stake in the company.

Ratings could be upgraded if the company is able to demonstrate
continued progress on its investment initiatives, which would be
evidenced by sustained improvement in same-store sales and
expanded operating margins. The company would also need to
demonstrate that it is committed to maintaining more moderate
financial policies. Quantitatively ratings could be upgraded if
debt/EBITDA is sustained below 5 times and interest coverage
exceeded 2 times while maintaining a good liquidity profile.

Ratings could be lowered if recent positive trends in performance
were to reverse or financial policies became more aggressive, such
as funding meaningful additional debt financed share repurchases.
Quantitatively ratings could be lowered if debt/EBITDA was
sustained above six times or interest coverage was sustained below
1.5 times or the company's liquidity profile were to erode.

Headquartered in Burlington, NJ, the company operates as a
off-price retailer operating over 500 stores in 44 states and
Puerto Rico. LTM revenues are in excess of $4.3 billion.


CENGAGE LEARNING: Sues JPMorgan Over Textbook Copyrights
--------------------------------------------------------
Michael Bathon, substituting for Bloomberg bankruptcy columnist
Bill Rochelle, reports that Cengage Learning Inc. sued lenders,
including JPMorgan Chase & Co. as the agent for the first-lien
debt, to nullify their purported liens on thousands of textbook
copyrights.

According to the report, the textbook publisher also sued Bank of
New York Mellon Corp., as the trustee and agent for first-lien
notes, and CSC Trust Co. of Delaware, as the trustee and agent for
second-lien notes, according to a complaint filed Oct. 5 in U.S.
Bankruptcy Court in Brooklyn, New York.

The report notes that Cengage claimed in the lawsuit that JPMorgan
and the others recorded interest in the copyrights with the U.S.
Copyright Office within 90 days before its July 2 bankruptcy
filing, allowing Cengage to avoid the liens and security interest
on the registered copyrights, according to court documents.  The
publisher said in a footnote of the lawsuit that it believes there
are "approximately 15,750 unique copyrights that are subject to
avoidance."

The lawsuit is In re Cengage Learning Inc. v. JPMorgan Chase Bank
NA, 13-01479, U.S. Bankruptcy Court, Eastern District of New York
(Brooklyn).

                        About Cengage Learning

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

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

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

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

The company negotiated a proposed restructuring with the first-
lien holders to eliminate more than $4 billion in debt, according
to a statement.


CHRISTIAN BROTHERS: Creditors Panel Taps Abuse Claims Reviewer
--------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of The Christian Brothers' Institute and Christian Brothers
of Ireland, Inc., asks the U.S. Bankruptcy Court for the Southern
District of New York for permission to retain Hon. William L.
Bettinelli, Retired, as abuse claims reviewer in connection with
the Committee and the Debtors' joint plan of reorganization.

The Committee also asks the Court to approve procedures for
holders of sexual abuse claims to authorize Mr. Bettinelli's
review of their claims prior to confirmation of the plan.

The Committee notes that under the allocation protocol, the abuse
claims reviewer is required to review of information regarding the
abuse claims.  The Committee anticipates that the abuse claims
reviewer will review approximately 430 abuse claims.  Mr.
Bettinelli will not make any final determination until after
the Plan is confirmed and the allocation protocol is approved.

Compensation will be payable to Mr. Bettinelli as:

   a. review of abuse claims: $500 per claim; and

   b. review of abuse claims seeking reconsideration after
      initial award: $500 per claim.

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

                About Christian Brothers' Institute

The Christian Brothers' Institute in New Rochelle, New York, is a
domestic not-for-profit 501(c)(3) corporation organized under Sec.
102(a)(5) of the New York Not-for-Profit Corporation Law.  CBI was
formed to establish, conduct and support Catholic elementary and
secondary schools principally throughout New York State.

The Christian Brothers of Ireland, Inc., in Chicago, Illinois, is
a domestic not-for-profit 501(c)(3) corporation organized under
the Not-for-Profit Corporation Law of the State of Illinois.  CBOI
was formed to establish, conduct and support Catholic elementary
and secondary schools principally throughout the State of
Illinois, as well as other spiritual and temporal affairs of the
former Brother Rice Province of the Congregation of Christian
Brothers.

CBI and CBOI depend upon grants and donations to fund a portion of
their operating expenses.

The Christian Brothers' Institute and The Christian Brothers of
Ireland filed for Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case Nos. 11-22820 and 11-22821) on April 28, 2011.
Scott S. Markowitz, Esq., at Tarter Krinsky & Drogin LLP, serves
as the Debtors' bankruptcy counsel.  The Christian Brothers'
Institute disclosed assets of $63,418,267 and $8,484,853 in
liabilities.  CBOI discloses assets of $1,091,084 and liabilities
of $3,622,500.

Attorneys at Pachulski Stang Ziehl & Jones LLP, in Los Angeles,
Calif., and New York, N.Y., represent the Official Committee of
Unsecured Creditors as counsel.  Paul A. Richler, Esq., of
Pacific Palisades, Calif., serves as Special Insurance Counsel to
the Official Committee of Unsecured Creditors.

The Christian Brothers' Institute and The Christian Brothers of
Ireland, Inc., and the Official Committee of Unsecured Creditors
have a plan made possible following an "allocation plan"
negotiated with 75% of sexual abuse claimants.

The Joint Chapter 11 Plan of Reorganization dated Aug. 22, 2013,
has the Debtors and the Official Committee of Unsecured Creditors
as co-proponents


CIVIC PARTNERS: Court Rejects Second Amended Plan
-------------------------------------------------
Bankruptcy Judge Thad J. Collins denied confirmation of Civic
Partners Sioux City LLC's Second Amended and Substituted Plan of
Reorganization.

The Debtor sought to confirm its Plan over the objection of First
National Bank and the City of Sioux City -- key creditors --
through a process that has come to be known as "cram down."  The
Plan seeks to significantly reduce the secured claim of its
primary lender -- the Bank -- and to leave the City entirely
unsecured. The Plan also seeks to satisfy in full smaller debt
that the Semingsons personally owe as guarantors.  The Semingsons,
as the principals of Civic, also propose to retain an ownership
interest (equity position) by a "new value" contribution.  Steven
Semingson proposes contributing $150,000 in new value.

The Bank and City object to confirmation on several grounds. They
argue that the Plan fails to comply with key provisions of 11
U.S.C. Sec. 1129(a). Most notably, they argue the Plan is not
feasible. They argue that Civic bases Plan terms on an improperly
low valuation of the building complex that serves as collateral.
They assert that, when properly valued, there is insufficient cash
flow to make Plan payments. In short, a higher valuation results
in a larger secured claim for the Bank, which Civic must pay in
full. The Bank and City argue that Civic will not be able to do so
on the Plan and projections before the Court.

The Bank and City also argue the Plan fails to comply with key
requirements of Sec. 1129(b), which prevents a "cram down" in this
case. They assert it fails the threshold requirement of paying the
full value of secured claims. They also argue Civic cannot satisfy
the absolute priority rule and there is no "new value" exception
in the Eighth Circuit. Even if a new value exception exists, they
further assert that the "new value" Semingson offers is woefully
insufficient.

They ask the Court to deny confirmation and dismiss this case.

Civic resists all arguments against confirmation. Civic also asks
that the Court deny the request for dismissal if it denies
confirmation.

A copy of the Court's Oct. 7, 2013 Order is available at
http://is.gd/PdjHBHfrom Leagle.com.

Civic Partners Sioux City, LLC, based in Huntington Beach,
California, filed for Chapter 11 bankruptcy (Bankr. N.D. Iowa Case
No. 11-00829) on April 14, 2011.  A. Frank Baron, Esq., at Baron,
Sar, Goodwin, Gill & Lohr, serves as the Debtor's counsel.  In its
petition, the Debtor estimated $1 million to $10 million in assets
and debts.  The petition was signed by Steven P. Semingson,
managing member.


COMMUNITY HOME: Secured Creditors Oppose Hiring of Consultant
-------------------------------------------------------------
Edwards Family Partnership, LP and Beher Holdings Trust, secured
creditors of Community Home Financial Services, Inc., filed an
objection with the U.S. Bankruptcy Court for the Southern District
of Mississippi to the Debtor's application to employ Michael W.
Trickey as consultant.

EFP and BHT object on these grounds:

   -- Community Home is seeking to retain a third consultant
      in the bankruptcy case.  This consultant's hourly
      rates are extremely high, $595 an hour for the managing
      director, $475 an hour for the consulting director.  EFP and
      BHT object to the application without a showing that these
      rates are reasonable and necessary for this kind of work;
      and

   -- EFP and BHT also object on other grounds to be assigned at a
      hearing.

                      About Community Home

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

Derek A. Henderson, Esq., Jonathan Bisette, Esq., and Roy Liddell,
Esq., of Wells, Marble & Hurst, PLLC, serve as counsel to the
Debtor.


CONNECTICUT STUDIOS: Collateral to Be Sold at Auction Monday
------------------------------------------------------------
The collateral that secures debt owed by Connecticut Studios LLC
to dck North America LLC will be sold at a public auction on
Monday, Oct. 14, 2013, at 2:00 p.m. at the law offices of Leech
Tishman Fuscaldo  Lampl, LLC in Pittsburgh, Pennsylvania.

As of Sept. 30, the total amount due under the promissory note
evidencing the debt is $1,666,496 plus yet to be determined fees,
charges and attorney's fees.

The collateral to be sold at the public sale is the pledged
members' interests, all pledged interest distributions, and all
related income, proceeds and products.

Connecticut Studios LLC is a joint venture of real estate
development company Halden Acquisition Corp. in Providence, and
Pacifica Ventures in California.  Pacifica Ventures also owns
Albuquerque Studios in New Mexico, which produced Disney's "Lone
Ranger" and four seasons of the AMC drama "Breaking Bad".

In August 2013, Marwa Eltagourl of The Hartford Courant reported
that the town council of South Windsor in July 2013 voted for the
sixth time to extend the deadline for a contractual clause that
says the 20 acres the town donated to the Connecticut Studios
project would revert back to the town if construction had not
begun by October 2012.  The latest deadline was Sept. 30.

Connecticut Studios planned to build a $56 million development in
South Windsor featuring eight sound stages, a hotel and
restaurants.  According to the Courant, to build a movie studio
near Hartford, the developers are spending $5 million out of their
own pocket, bolstered by $14 million in lucrative film state tax
credits, a $14 million loan from First Niagara Bank, and a $5
million loan from the state Department of Economic and Community
Development.  The Courant said town officials are cautious about
the risk of bankruptcy, and watchful of the $1.5 million mortgage
developers have placed on the 20-acres the town gave them.  Under
the proposal, the town's contribution of $12 million in public
infrastructure improvements for the studio will be repaid by the
taxes generated from another project proposed by the developers
for the property -- a $30 million electric power generator.

dck North America is represented by Pete A. Fuscaldo, Esq. -- er.
pfuscaldo@leechtishman.com -- at Leech Tishman Fuscaldo Lampl,
LLC.


CREW ENERGY: DBRS Assigns '(P)B' Issuer Rating
----------------------------------------------
DBRS Inc. has assigned a provisional Issuer Rating of B with a
Stable trend to Crew Energy Inc. DBRS has also assigned a
provisional rating of B with a Stable trend and a provisional
recovery rating of RR4 to Crew Energy's proposed Senior Unsecured
Notes.  The Notes, estimated at up to $250 million over the next
24 months, are effectively subordinated to the Company's secured
bank facilities.  Proceeds from the Notes are to be initially used
to pay down the Secured Bank Facilities, providing necessary
liquidity for future development investments.

The assigned ratings reflect the Company's (1) balanced production
mix between liquids and natural gas (52% liquids and 48% natural
gas in 2012), (2) growth opportunity in the Montney formation, (3)
reasonable capital spending flexibility and (4) high operatorship
of properties.  Crew Energy's balanced production mix mitigates
concentration risk in one commodity and provides the Company with
more diversified cash flow generation capabilities.  In addition,
the Company's recent acquisitions and developments in the Montney
area offer good growth opportunities.  A recent assessment
estimated that the Company's Montney sections have approximately
15.2 billion barrels of oil equivalent (boe) initially in place
(approximately 51% light oil and NGL and 49% natural gas), which
could increase production substantially if developed successfully.
However, Crew Energy's growth strategy would likely result in
significant capital spending over the medium term, including
increased investments in infrastructure, processing plants and
higher drilling activity.  The high level of capex during this
development stage will likely result in significant cash flow
deficits, which could pressure the balance sheet going forward.
DBRS expects Crew Energy to manage its growth strategy prudently
and to curtail discretionary capital spending when needed to
maintain its key credit metrics within the assigned rating
category.

Crew Energy's profitability has remained weak due to its exposure
to the low natural gas pricing environment and volatile
heavy/light pricing differentials.  Although Crew Energy's
production mix between liquids and gas remains balanced, it is
heavily weighted toward low-margin natural gas and heavy oil
production (over 85% of 2012 production combined).  Light and
medium crude oil production, which typically generates higher
margins, accounts for less than 5% of the Company's production
mix.  This contributed to a below-average EBITDEA netback compared
to the DBRS-rated universe.  A sustained period of weak natural
gas pricing and widening pricing differentials could have a
significant impact on the Company's cash flow and earnings.


CREW ENERGY: S&P Assigns 'B' CCR & Rates C$250MM Senior Notes 'B-'
------------------------------------------------------------------
Standard & Poor's Rating Services said it assigned its 'B' long-
term corporate credit rating to Calgary, Alta.-based Crew Energy
Inc.  The outlook is stable.

At the same time, Standard & Poor's assigned its 'B-' issue-level
rating and '5' recovery rating to the company's proposed up to
C$250 million senior unsecured notes.  The '5' recovery rating
indicates S&P's expectation of modest (10%-30%) recovery under its
simulated default scenario.

S&P expects the company will use the proceeds from this issue to
partially fund its upcoming capital spending, which should support
near-term upstream growth.

"The 'B' credit rating reflects our view of the company's weak
profitability metrics, relatively small production and proved
reserve base -- both weighted toward natural gas -- and limited
internal cash flow generation," said Standard & Poor's credit
analyst Michelle Dathorne.  "Nevertheless, we believe there is
good visibility to near-term cash flow generation, as the risk of
reserve conversion to production is relatively low.  Furthermore,
the improvement in the company's cost profile S&P is anticipating
in its forecast model should bolster profitability; however, we
believe the company's overall profitability metrics, which reflect
persistently weak natural gas prices, will remain commensurate
with the 'B' rating throughout our forecast period," Ms. Dathorne
added.

The stable outlook on Crew reflects Standard & Poor's view that
the company will increase its liquids-rich natural gas production
as forecast while improving its cost structure, and will maintain
its credit measures within the appropriate range for the rating.
S&P expects that debt-to-EBITDA will weaken in the next few years;
however, S&P do not expect its fully adjusted debt-to-EBITDA will
move above the 4.0x-4.5x upper threshold S&P has established for
the 'B' rating.  In addition, S&P's analysis of the company's
credit profile and the 'B' rating already include its expectation
of continued reserves and production growth in 2014 and 2015.

S&P could lower the rating if the company's debt-to-EBITDA ratio
exceeds 4.0x-4.5x during our 2014-2015 forecast period, with no
expectation of the cash flow protection metrics returning within
or below this range.  This would most likely occur due to higher-
than-expected capital spending, Crew's inability to achieve the
projected production growth (5%-10%) in 2014, or deterioration of
profitability either due to lower realized commodity prices or
higher full-cycle costs.  S&P believes the company's current debt-
to-EBITDA ratio provides it with ample financial flexibility to
outspend its internally generated cash flow.  Based on S&P's
forecast, it views a downgrade as unlikely through 2014.

S&P believes a positive rating action is unlikely within the next
12-18 months because it has already factored the expected reserves
and production growth during this period into the 'B' rating.
Beyond this period, if Crew successfully achieves efficient growth
of its reserves and production, including the construction of its
two-phase gas processing facility as anticipated, a positive
rating action could occur.


CSN HOUSTON: Petitioning Creditors Seek Chapter 11 Trustee
----------------------------------------------------------
Houston SportsNet Finance, LLC, Comcast Sports Management
Services, LLC, National Digital Television Center, LLC, and
Comcast SportsNet California, LLC, ask the U.S. Bankruptcy Court
for the Southern District of Texas for the appointment of an
interim trustee in the Chapter 11 case to administer the affairs
of the alleged debtor, Houston Regional Sports Network, L.P., the
corporate general partner of which is Houston Regional Sports
Network, LLC, because of a present, debilitating deadlock in the
General Partner's, and hence the Network's, management.

The Petitioning Creditors' counsel, Vincent P. Slusher, Esq. --
vince.slusher@dlapiper.com -- at DLA PIPER, in Dallas, Texas,
states, "As a result of fundamental disagreement among the
partners about the direction and management of the Network, the
Alleged Debtor faces an urgent financial and corporate governance
crisis.  The Network cannot pay its bills as they come due, cannot
raise capital, and cannot make key business decisions. . .
Because of the impasse among the parties, the Network is now
insolvent.  As a result, after many efforts to avoid this day, the
Petitioning Creditors -- each an affiliate of Comcast, but each a
separate entity that holds a claim not subject to bona fide
dispute -- have filed this involuntary bankruptcy case."

Mr. Slusher continues, "The Network does have assets -- including
the right to telecast Astros and Rockets games, the right to
receive monthly fees under an affiliation agreement with Comcast
Cable Communications, LLC, for distribution of the Network's
Service, and rights to receive revenue from a few smaller
operators that carry the Service.  These assets have significant
value, the protection of which is the central purpose of this
involuntary bankruptcy filing."

Mr. Slusher relates that Houston SportsNet Finance, LLC, the
Network's secured lender, 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 Comcast Lender believes that
the transaction -- if it were to close by the end of the calendar
year, and based on the Network's indebtedness of which it is
presently aware and that which it anticipates the Network would
incur by year end -- would likely lead to prepetition creditors'
claims and all reasonably foreseeable administrative expenses
being paid in full, and a material distribution to equity holders.
The Comcast Lender, according to Mr. Slusher, of course
appreciates that any transaction would need to be negotiated with
and acceptable to the Chapter 11 trustee, subject to an open
auction process, and ultimately approved by the Court.  In
addition, the Comcast Lender stands prepared, if requested by a
Chapter 11 Trustee, to negotiate over the terms of possible
debtor-inpossession financing necessary to finance the Network's
operations until a sale can be consummated, Mr. Slusher says.

The Petitioning Creditors are also represented by Andrew
Zollinger, Esq. -- andrew.zollinger@dlapiper.com -- at DLA PIPER,
in Dallas, Texas; Howard M. Shapiro, Esq. --
howard.shapiro@wilmerhale.com -- Craig Goldblatt, Esq. --
craig.goldblatt@wilmerhale.com -- and Jonathan Paikin, Esq. --
jonathan.paikin@wilmerhale.com -- at WILMER CUTLER PICKERING HALE
AND DORR LLP, in Washington, D.C.; George W. Shuster, Jr., Esq. --
george.shuster@wilmerhale.com -- at WILMER CUTLER PICKERING HALE
AND DORR LLP, in New York; and Arthur J. Burke, Esq. --
arthur.burke@davispolk.com -- Timothy Graulich, Esq. --
timothy.graulich@davispolk.com -- and Dana M. Seshens, Esq. --
dana.seshens@davispolk.com -- at DAVIS POLK &WARDWELL LLP, in New
York.


DEVONSHIRE PGA: Hires Alvarez & Marsal's Paul Rundell as CRO
------------------------------------------------------------
Devonshire PGA Holdings, LLC and its debtor-affiliates seek
authorization from the U.S. Bankruptcy Court for the District of
Delaware to employ Alvarez & Marsal Healthcare Industry Group,
LLC, to provide Paul Rundell as the Debtors' chief restructuring
officer, nunc pro tunc to Sept. 19, 2013.

In addition to the chief restructuring officer, Alvarez & Marsal
will provide additional employees as necessary to assist Mr.
Rundell in the execution of his duties.

Among other things, Mr. Rundell and the Additional Personnel's
services to the Debtors will include:

   (a) perform a financial review of the company, including but
       not limited to a review and assessment of financial
       information provided by the company to its creditors,
       including without limitation its short and long-term
       projected cash flows and operating performance;

   (b) assist the company's engaged professionals in developing
       for the managers' review possible restructuring plans in
       strategic alternatives for maximizing the enterprise value
       of the company's various business lines;

   (c) Mr. Rundell will serve as the principal contact with the
       company's creditors with respect to the company's financial
       and operational matters; and

   (d) perform other services as requested or directed by the
       managers or the owner managers on the managers' behalf or
       other company personnel as authorized by the responsible
       representatives, and agreed by Alvarez & Marsal that is
       not duplicative of work others are performing for the
       company.

Alvarez & Marsal will be paid at these hourly rates:

       Managing Director         $650-$850
       Director                  $450-$650
       Associate/Consultant      $350-$450
       Analyst                   $250-$350

Mr. Rundell, managing director, will charge $650 per hour and will
have primary responsibility for overseeing the services to be
rendered to the company under the engagement letter.  Alvarez &
Marsal will charge normal and customary rates, with 20% discount
on fees and with a cap on monthly fees of $100,000.

Alvarez & Marsal will also be reimbursed for reasonable out-of-
pocket expenses incurred.

Alvarez & Marsal received $75,000 as a retainer in connection with
the preparation and filing of the Chapter 11 cases.  In the 90
days prior to the petition date, Alvarez & Marsal received
retainers and payments totaling $75,000 in the aggregate for
services performed for the Debtors.  Alvarez & Marsal applied
these funds to amounts due for services rendered and expenses
incurred prior to the petition date, leaving a remaining retainer
balance of $9,063.71, which will continue to remain outstanding
through the Chapter 11 cases.

Mr. Rundell 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 Court for the District of Delaware will hold a hearing on the
motion on Oct. 16, 2013, at 11:00 a.m.  Objections are due Oct. 9.

Alvarez & Marsal can be reached at:


       Paul Rundell, CTP, CIRA
       ALVAREZ & MARSAL HEALTHCARE INDUSTRY GROUP, LLC
       945 Hemlock St.
       Deerfield, IL 60015-2844 USA
       Tel: (646) 642-4605
       Fax: (847) 557-9010
       E-mail: prundell@alvarezandmarsal.com

                   About Devonshire PGA Holdings

Operators of assisted living facilities, led by Devonshire PGA
Holdings LLC, sought Chapter 11 bankruptcy in U.S. Bankruptcy
Court in Wilmington, Delaware on Sept. 19, 2013.

Chatsworth PGA Properties (Bankr. D. Del. Case No. 13-12457)
has estimated liabilities of between $100 million and $500
million, and assets of up to $10 million.  Chatsworth PGA
Properties provides assisted living services for the elderly.  It
also offers nursing and dementia care.

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

The Debtors are represented by M. Blake Cleary, Esq., at Young
Conaway Stargatt & Taylor, LLP, as counsel.  Epiq Bankruptcy
Solutions, LLC, serves as claims agent, and as administrative
advisor for the Debtors.  Alvarez & Marsal Healthcare Industry
Group, LLC, serves as restructuring advisors, and Alvarez's Paul
Rundell serves as Chief Restructuring Officer.

An official committee of unsecured creditors has not yet been
appointed in these cases by the Office of the United States
Trustee.


DEVONSHIRE PGA: Taps Young Conaway as Attorneys
-----------------------------------------------
Devonshire PGA Holdings, LLC and its debtor-affiliates ask for
permission from the U.S. Bankruptcy Court for the District of
Delaware to Young Conaway Stargatt & Taylor, LLP as attorneys,
nunc pro tunc to Sept. 19, 2013.

The professional services that Young Conaway will render to the
Debtors include, but not limited to:

   (a) providing legal advice with respect to the Debtors' powers
       and duties as debtors in possession in the continued
       operation of their business, management of their
       properties, and the potential sale of their assets;

   (b) preparing and pursuing confirmation of a plan and approval
       of a disclosure statement;

   (c) preparing, on behalf of the Debtors, necessary
       applications, motions, answers, orders, reports, and other
       legal papers;

   (d) appearing in Court and protecting the interests of the
       Debtors before the Court; and

   (e) performing all other legal services for the Debtors that
       may be necessary and proper in these proceedings.

Young Conaway will be paid at these hourly rates:

       M. Blake Cleary           $650
       Sean M. Beach             $560
       Robert F. Poppiti         $355
       Justin P. Duda            $325
       Troy Bollman, paralegal   $160
       Attorneys               $285-$975
       Paralegals and other
       para-professionals      $65-$245

Young Conaway will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Young Conaway received a $300,000 retainer on Sept. 18, 2013, in
connection with the planning and preparation of initial documents
and its proposed post-petition representation of the Debtors.  A
portion of the retainer in the amount of $60,275.20 has been
applied to outstanding balances existing as of the petition date.
The remainder of $239,724.80 will constitute a general retainer as
security for post-petition services and expenses.

M. Blake Cleary, Esq., a partner of Young Conaway, 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 Court for the District of Delaware will hold a hearing on the
motion on Oct. 16, 2013, at 11:00 a.m.  Objections are due Oct. 9.

Young Conaway can be reached at:

       M. Blake Cleary, Esq.
       YOUNG CONAWAY STARGATT & TAYLOR, LLP
       Rodney Square
       1000 North King Street
       Wilmington, DE 19801
       Tel: (302) 571-6714
       Fax: (302) 576-3287
       E-mail: mbcleary@ycst.com

                   About Devonshire PGA Holdings

Operators of assisted living facilities, led by Devonshire PGA
Holdings LLC, sought Chapter 11 bankruptcy in U.S. Bankruptcy
Court in Wilmington, Delaware on Sept. 19, 2013.

Chatsworth PGA Properties (Bankr. D. Del. Case No. 13-12457)
has estimated liabilities of between $100 million and $500
million, and assets of up to $10 million.  Chatsworth PGA
Properties provides assisted living services for the elderly.  It
also offers nursing and dementia care.

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

The Debtors are represented by M. Blake Cleary, Esq., at Young
Conaway Stargatt & Taylor, LLP, as counsel.  Epiq Bankruptcy
Solutions, LLC, serves as claims agent, and as administrative
advisor for the Debtors.  Alvarez & Marsal Healthcare Industry
Group, LLC, serves as restructuring advisors, and Alvarez's Paul
Rundell serves as Chief Restructuring Officer.

An official committee of unsecured creditors has not yet been
appointed in these cases by the Office of the United States
Trustee.


DEVONSHIRE PGA: Hires Epiq Bankruptcy Solutions as Admin. Advisor
-----------------------------------------------------------------
Devonshire PGA Holdings LLC el al., asks the U.S. Bankruptcy Court
for permission to employ Epiq Bankruptcy Solutions, LLC as
administrative agent.

Kathryn Mailloux 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:

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

   b. generating an official ballot certification and testifying,
      if necessary, in support of the ballot tabulations results;
      and

   c. gathering data in conjunction with the preparation, and
      assisting with the preparation of the Debtors' schedules of
      assets and liabilities and statement of financial affairs.

Epiq shall receive a $15,000 retainer that maybe held by the firm
as security for the company's payment obligations under the
agreement.

                   About Devonshire PGA Holdings

Operators of assisted living facilities, led by Devonshire PGA
Holdings LLC, sought Chapter 11 bankruptcy in U.S. Bankruptcy
Court in Wilmington, Delaware on Sept. 19, 2013.

Chatsworth PGA Properties (Bankr. D. Del. Case No. 13-12457)
has estimated liabilities of between $100 million and $500
million, and assets of up to $10 million.  Chatsworth PGA
Properties provides assisted living services for the elderly.  It
also offers nursing and dementia care.

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

The Debtors are represented by M. Blake Cleary, Esq., at Young
Conaway Stargatt & Taylor, LLP, as counsel.  Epiq Bankruptcy
Solutions, LLC, serves as claims agent, and as administrative
advisor for the Debtors.  Alvarez & Marsal Healthcare Industry
Group, LLC, serves as restructuring advisors, and Alvarez's Paul
Rundell serves as Chief Restructuring Officer.

An official committee of unsecured creditors has not yet been
appointed in these cases by the Office of the United States
Trustee.


DOLE FOOD: Moody's Cuts CFR to B3 & Sr. Sec. Notes Rating to Caa2
-----------------------------------------------------------------
Moody's Investors Service downgraded Dole Food Company, Inc.'s
Corporate Family Rating ("CFR") and Probability of Default Rating
to B3 and B3-PD, respectively. This is in connection with the
management buyout by President and CEO David Murdock in a deal
that valued the company at approximately $1.6 billion. At the same
time, Moody's assigned a B2 rating to Dole's proposed $675 million
senior secured term loan facility and a Caa2 rating to the
proposed $325 million in senior unsecured notes. The outlook is
stable. This concludes the ratings review which was launched on
August 21, 2013. The following rating actions were taken on Dole
Food Company, Inc.

Ratings downgraded:

  Corporate Family Rating to B3 from B1;

  Probability of Default Rating to B3-PD from B1-PD;

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

Ratings Assigned, subject to Moody's review of final
documentation:

  $675 million senior secured term loan due 2020 at B2 (LGD 3,
  35%)

  $325 million senior unsecured notes due 2021 at Caa2 (LGD 5,
  81%)

The Ba3 (LGD 3, 32%) ratings on Dole's existing $675 million
senior secured term loan and $180 million revolver are unchanged
and will be withdrawn upon closing of the new bank facilities.

Ratings Rationale:

Dole's B3 Corporate Family Rating reflects the very high financial
leverage resulting from the debt-financed managent buyout, coupled
with the earnings and cash flow volatility inherent in the
company's commodity oriented business and its vulnerability to
uncontrollable factors such as weather, and regulations on key
products. The rating also reflects the company's adequate --
albeit not plentiful -- liquidity profile given Moody's
expectation of negative free cash flow over the next 12 to 18
months. Moody's expects that the refinancing that Dole is
currently undertaking will be insufficient to finance the
company's growth plans over the next 12-24 months. These include
its contractual obligation over the next 24 months to pay for
three new previously-ordered ships. As such, Moody's expects that
Dole will need to further access the long term capital markets in
the relatively near term in order to finance this expansion.
Moody's also expects that leverage will remain high given Dole's
significant capital investment plans over the next year and the
potential for debt funded acquisitions and shareholder returns.
Dole benefits from its scale, with over $4 billion in pro forma
fiscal 2012 revenues, leading market positions in a number of
categories, and good geographic diversity.

The stable outlook reflects Moody's expectation that the company
will maintain adequate liquidity and will benefit from its
initiatives to cut costs and increase vertical integration which
should improve profitability.

The ratings could be upgraded if the company achieves material and
sustained improvement in operating margins, and is able to reduce
debt/EBITDA such that it approaches 6 times, incorporating Moody's
adjustments. Upward rating momentum would also require it to
solidify its capital structure given planned expansion plans,
improve its liquidity profile, and generate positive free cash
flow for a sustained period.

A downgrade could be considered if operating profits deteriorate
or liquidity weakens. A downgrade could also occur if the company
engages in large debt funded acquisitions or shareholder returns.

Dole Food Company, Inc. is a leading producer of fresh fruit and
fresh vegetables. Revenues for the year ended December 29, 2012,
pro forma for the 2013 sale of its global packaged foods and Asia
Fresh businesses, were approximately $4.2 billion. In October
2013, Dole's chairman, David Murdock, sought to take Dole private
in a transaction valuing the company at around $1.6 billion, which
is expected to close following the shareholder vote on October 31,
2013.


DOLE FOOD: S&P Rates New $675MM Senior Secured Term Loan 'B-'
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' issue-level
rating to Dole Food Co. Inc.'s proposed $675 million senior
secured term loan B.  The recovery rating is'3', indicating S&P's
expectation for meaningful (50% to 70%) recovery for lenders in
the event of a payment default.  DFC Merger Corp. is the initial
borrower.  It will be merged into Dole Food Co. Inc. upon closure
of the acquisition.

S&P's existing 'B' corporate credit rating on Dole remains on
CreditWatch with negative implications.  Following the completion
of this transaction as proposed, S&P anticipates lowering the
long-term corporate credit rating one notch to 'B-' and removing
this rating from CreditWatch.

"We believe Dole's increased debt levels from the transaction will
leave it with a weaker financial risk profile, and management and
governance deficiencies contribute to a weaker business risk
profile," said Standard & Poor's credit analyst Jeffrey Burian.

The new issue-level rating for the proposed senior secured term
loan B is not on CreditWatch since it is dependent on completion
of the proposed recapitalization and buyout transaction, and
assumes a long-term corporate credit rating of 'B-' after the
closing.

The ratings on the company's existing senior secured credit
facilities remain unchanged and on CreditWatch, and will be
withdrawn upon repayment.

S&P intends to resolve the CreditWatch listing when the going-
private transaction closes before the end of this year.  If the
company does not complete the proposed financing and going-private
transaction as currently described, S&P would withdraw the new
issue-level rating on the proposed financing and reevaluate the
CreditWatch listing and ratings.


EAST COAST BROKERS: Final Asset Auction Scheduled for Oct. 25
-------------------------------------------------------------
Murray Wise Associates on Oct. 9 disclosed that a cold storage
facility in Ranson, W. Va., and three packing and cold storage
facilities in Winchester, Va., will sell Oct. 25 in the final
auction of assets formerly owned by East Coast Brokers & Packers,
the Madonia family and related entities.

"We're finally writing the final chapter in a process that began
in the spring," said Ken Nofziger, president of Murray Wise
Associates, which has already sold approximately $75 million worth
of the bankrupt operation's assets, primarily in Florida and
Virginia.  Murray Wise Associates will handle the auction in
cooperation with Roanoke-based Woltz & Associates.

"The three Winchester facilities, which operated as Zero Pak, are
all located together, and I wouldn't be surprised to see them all
sell to one buyer.  But you never know, so we'll offer them and
the Ranson facility separately and in any combination.  The Ranson
cold storage facility has a capacity for 500,000 bushels of apples
and is located only 50 miles northwest of Washington, D.C., with
easy access to highways and interstates," said Nofziger.

The auction will begin at 10:00 a.m. Friday, Oct. 25, at the
George Washington Hotel, Winchester.

The facilities include:

   -- The main packing building building and cold storage facility
at 536 North Cameron Street, Winchester, Va., with 3.05 acres and
storage for up to 4,000 pallets.  The building was historically
used primarily for packing frozen fruits and has more than 239,000
square feet.

   -- Three buildings on 1.88 acres at 563 North Cameron Street,
with a total of 22,600 square feet.

   -- Two buildings on 1.68 acres at 537 North Cameron Street,
with a total of 26,900 square feet.

   -- The 277,000-square-foot cold storage facility at 307 N.
Preston Street, Ranson, W. Va., with a total storage capacity for
500,000 bushels of apples.

Individuals interested in additional information may visit
http://www.murraywiseassociates.comor call 217-398-6400.

The auctions were authorized by the United States Bankruptcy Court
of Florida, Tampa Division, with Gerard A. McHale, Jr., as trustee
administering the sales.

Murray Wise Associates LLC, headquartered in Champaign, Ill., with
additional offices in Florida and Iowa, is a national agricultural
real estate marketing and financial advisory firm.

Woltz & Associates, based in Roanoke, Va., is an auctioneer of
commercial and residential properties and land throughout the
United States, with an emphasis on the Mid-Atlantic region.


                     About East Coast Brokers

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

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

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

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


ECOTALITY INC: Tellus Offers to Buy All Assets for $3 Million
-------------------------------------------------------------
Michael Bathon, substituting for Bloomberg bankruptcy columnist
Bill Rochelle, reports that Ecotality Inc., a maker of charging
stations for electric cars, received a $3 million offer for
virtually all its assets from Tellus Power Inc.

According to the report, the company selected Tellus's offer as
the stalking-horse bid to set a floor for other bidders to try to
beat, according to documents filed Oct. 5 in U.S. Bankruptcy Court
in Phoenix.  Ecotality was scheduled to hold an auction yesterday
if it received a competing offer.  Court records didn't show
whether the company received a rival bid and went through with the
auction.  The company is set to seek court approval to sell the
assets to whomever made the highest and best bid at a hearing
October 9.

The report notes that in August, the company warned investors that
it might be forced into bankruptcy, partly because of weaker-than
anticipated sales and a failure to release a new version of its
Minit Charger this year.

                        About Ecotality Inc.

Headquartered in San Francisco, California, Ecotality, Inc.
(Nasdaq: ECTY) -- http://www.ecotality.com-- is a provider of
electric transportation and storage technologies.

Ecotality Inc. along with affiliates including lead debtor
Electric Transportation Engineering Corp. sought Chapter 11
protection (Bankr. D. Ariz. Lead Case No. 13-16126) on Sept. 16,
2013, with plans to sell the business at an auction the following
month.

The cases are assigned to Chief Judge Randolph J. Haines.  The
Debtors' lead counsel are Charles R. Gibbs, Esq., at Akin Gump
Strauss Hauer & Feld LLP, in Dallas, Texas; and David P. Simonds,
Esq., and Arun Kurichety, Esq., at Akin Gump Strauss Hauer & Feld
LLP, in Los Angeles, California.  The Debtors' local counsel is
Jared G. Parker, Esq., at Parker Schwartz, PLLC, in Phoenix,
Arizona.  The Debtors' claims & noticing agent is Kurtzman Carson
Consultants LLC.

Electric Transportation estimated assets of $10 million to $50
million and debt of $100 million to $500 million.  Unlike most
companies in bankruptcy, Ecotality has no secured debt.  It simply
ran out of money.  There's $5 million owing on convertible notes,
plus liability on leases.  Part of pre-bankruptcy financing took
the form of a $100 million cost-sharing grant from the U.S. Energy
Department.  In view of the San Francisco-based company's
financial problems, the government cut off the grant when $84.8
million had been drawn.

On Sept. 24, 2013, the Office of the United States Trustee for
Region 14 appointed a committee of unsecured creditors.


ELK GROVE VILLAGE: Selling 5 Convenience Stories
------------------------------------------------
NRC Realty & Capital Advisors is selling five convenience stories
with gas in the Chicagoland area by sealed bid auction.  Bids were
due Oct. 1, 2013.  NRC has listed the properties on its Web site.
As of Oct. 11, NRC listed the status of those properties as
"Available Now".  See http://www.nrc.com/1308/properties.html

The properties are owned by Elk Grove Village Petroleum, a debtor
in a Chapter 11 case (Bankr. N.D. Ill. Case No. 12-49658).  Elk
Grove filed the bankruptcy petition in 2012.  Eugene Crane has
been appointed the Chapter 11 Trustee.

The properties are being sold free and clear of liens.  They may
be sold without fuel supply or may be sold with BP fuel brand.
Some of those properties have car washes.

NRC may sold the properties in bulk or by parcels.  Bidders are
required to post a deposit equivalent to 5% of the bid price.
Successful bidders must increase their deposit to a total of 20%
of the accepted bid price.

Any sale transactions will close 15 days after the Bankruptcy
Court approves the deal.  The Chapter 11 trustee will have the
sole option to extend closing up to an additional 60 days by
giving notice to the purchaser.


ENERGY CONVERSION: Trustee Sues China Companies for Price-Fixing
----------------------------------------------------------------
Michael Bathon, substituting for Bloomberg bankruptcy columnist
Bill Rochelle, reports that a bankruptcy trustee for Energy
Conversion Devices Inc. sued three Chinese companies, claiming
their price-fixing and dumping drove the U.S. solar-panel maker
out of business.

According to the report, trustee John Madden said in an Oct. 4
lawsuit in U.S. District Court in Detroit that Trina Solar Ltd.,
Yingli Green Energy Holding Co. and Suntech Power Holdings Co.
conspired to export more than 95 percent of their production and
dump it at artificially low prices to dominate the U.S. market.
The trustee is seeking compensation for the loss of $950 million,
Energy Conversion's book value, according to the complaint.

The report notes that Solyndra LLC, the failed solar-panel maker
that went bankrupt after receiving a $535 million U.S. government
loan guarantee, filed a similar lawsuit last October in federal
court in San Francisco.  The company accused Suntech and other
Chinese panel makers of driving it out of business by running an
illegal cartel.

The report discloses that the liquidated solar-panel maker sought
compensation "for the loss of the $1.5 billion value of its
business and more which defendants destroyed."

The case is Energy Conversion Devices Liquidation Trust v. Trina
Solar Ltd., 13-cv-14241, U.S. District Court, Eastern District of
Michigan (Detroit).

                      About Energy Conversion

Energy Conversion Devices -- http://energyconversiondevices.com/
-- has a renowned 51 year history since its formation in Detroit,
Michigan and has been a pioneer in materials science and renewable
energy technology development.  The company has been awarded over
500 U.S. patents and international counterparts for its
achievements.  ECD's United Solar wholly owned subsidiary has been
a global leader in building-integrated and rooftop photovoltaics
for over 25 years.  The company manufactures, sells and installs
thin-film solar laminates that convert sunlight to clean,
renewable energy using proprietary technology.

ECD filed for Chapter 11 protection (Bankr. E.D. Mich. Case No.
12-43166) on Feb. 14, 2012.  Judge Thomas J. Tucker presides over
the case.  Aaron M. Silver, Esq., Judy B. Calton, Esq., and Robert
B. Weiss, Esq., at Honigman Miller Schwartz & Cohn LLP, in
Detroit, Michigan, represent the Debtor as counsel.  The Debtor
estimated assets and debts of between $100 million and $500
million as of the petition date.

The petition was signed by William Christopher Andrews, chief
financial officer and executive vice president.

Affiliate United Solar Ovonic LLC filed a separate Chapter 11
petition on the same day (Bankr. E.D. Mich. Case No. 12-43167).
Affiliate Solar Integrated Technologies, Inc., filed a petition
for relief under Chapter 7 of the Bankruptcy Code (Bankr. E.D.
Mich. Case No. 12-43169).

An official committee of unsecured creditors has been appointed in
the case.  Foley and Lardner, LLP represents the Committee.
Scouler & Company, LLC, serves as financial advisor.

The company had estimated in court papers that it was worth
$986 million, based on nearly $800 million of investment in the
manufacturing unit.

The Debtors canceled an auction to sell USO as a going concern and
discontinued the court-approved sale process after failing to
receive an acceptable qualified bid by the bid deadline.  Quarton
Partners served as the companies' investment banker.  The Debtors
also hired auction services provider Hilco Industrial to prepare
for an orderly sale of the companies' assets.

In August 2012, the Debtors won confirmation of their Second
Amended Chapter 11 Plan of Liquidation.  The Plan was declared
effective in September 2012.  Under the Plan, unsecured creditors
owed up to $337 million in claims were to expect a recovery
between 50.1% and 59.3%.  The Plan creates a trust to sell
remaining assets and distribute proceeds in the order of priority
laid out in bankruptcy law.


ENERGY FUTURE: Term Loan Drops Before November Coupon Payment Due
-----------------------------------------------------------------
Michael Bathon, substituting for Bloomberg bankruptcy columnist
Bill Rochelle, reports that Energy Future Holdings Corp.'s first-
lien term loan fell to the lowest level in eight months, three
weeks before the electricity provider heading for bankruptcy is
scheduled to make coupon payments to junior bondholders.

According to the report, Texas Competitive Electric Holdings Co.'s
$15.4 billion term loan dropped 0.7 cent Oct. 8 to 66.3 cents on
the dollar, the lowest level since Feb. 14, according to prices
compiled by Bloomberg.  The loans are down from 74.2 cents on
May 21.  The former TXU Corp. is scheduled to make $270 million in
coupon payments on Nov. 1 to junior bondholders.  Those investors
may recover as little as 4 percent in a bankruptcy reorganization,
Moody's Investors Service said in a Sept. 9 report.

The report notes that Texas Competitive's $1.83 billion of 10.25
percent senior unsecured bonds, which pay interest on Nov. 1,
traded at 3.38 cents as of 1:46 p.m. Oct. 8 in New York, up from
an all-time low of 1.87 cents on Sept. 25, according to Trace, the
bond-price reporting system of the Financial Industry Regulatory
Authority.


The report discloses that Texas's largest electricity provider
made a coupon payment Oct. 1 as scheduled, a person with knowledge
of the transaction said at the time.  The company owed as much as
$59 million in interest in October, Credit Sights said in a Sept.
29 report.

             About Energy Future Holdings, fka TXU Corp

Energy Future Holdings Corp., formerly known as TXU Corp., is a
privately held diversified energy holding company with a portfolio
of competitive and regulated energy businesses in Texas.  Oncor,
an 80 percent-owned entity within the EFH group, is the largest
regulated transmission and distribution utility in Texas.

The Company delivers electricity to roughly three million delivery
points in and around Dallas-Fort Worth.  EFH Corp. was created in
October 2007 in a $45 billion leverage buyout of Texas power
company TXU in a deal led by private-equity companies Kohlberg
Kravis Roberts & Co. and TPG Inc.

                Restructuring Talks With Creditors

In April 2013, Energy Future confirmed in a regulatory filing that
they are in restructuring talks with certain unaffiliated holders
of first lien senior secured claims concerning the Companies'
capital structure.

Energy Future retained retained Kirkland & Ellis LLP and Evercore
Partners to assist in the evaluation of restructuring options.
Creditors have reportedly retained Paul, Weiss, Rifkind, Wharton &
Garrison LLP and Millstein & Co., L.P.

Dallas-based Energy Future has struggled with its debt load since
it was taken private in 2007 by KKR & Co., TPG Capital and Goldman
Sachs Capital Partners for a record $48 billion.

Creditors are working on a bankruptcy proposal to cut the
company's $43.6 billion of obligations before its November coupon
payment.  Lenders turned down an initial proposal advanced by the
company, according to an April 15 regulatory filing.


ENERGY FUTURE: S&P Lowers Corporate Credit Rating to 'CCC-'
-----------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit ratings on Energy Future Holdings Corp. (EFH), Energy
Future Intermediate Holdings Co. LLC (EFIH), Energy Future
Competitive Holdings Co. (EFCH), and Texas Competitive Electric
Holdings Co. LLC (TCEH) to 'CCC-' from 'CCC' and left the ratings
on negative outlook, reflecting a high likelihood of a
restructuring at TCEH and EFCH before its $3.9 billion senior
secured maturity in October 2014.  S&P left unchanged its recovery
ratings on all debt at EFH and its subsidiaries.  The corporate
credit rating downgrades and unchanged recovery ratings resulted
in EFIH's senior secured first-lien debt rating falling to 'CCC+'
from 'B-', EFIH's second-lien debt falling to 'CC' from 'CCC-',
and TCEH's senior secured credit facility falling to 'CCC-' from
'CCC'.

TCEH's capital structure is not sustainable in S&P's view.  TCEH
has debt maturities of about $23 billion coming due in the next
four years compared with S&P's estimates of EBIDTA of about
$1.7 billion in 2013, $1.5 billion in 2014, and $1.5 billion in
2015.  The first maturity is $3.8 billion in October 2014.  EBITDA
has been declining due to lower cash flow at its wholesale unit
Luminant, which earns money selling power from nuclear and coal
plants, and declining cash flow from its retail unit, TXU Retail,
resulting from very competitive pressures in retail markets.

"The negative outlook reflects our expectation of a restructuring
to take place at TCEH and its parent EFCH, which guarantees senior
debt at TCEH before October 2014 but more likely much sooner,"
said Standard & Poor's credit analyst Terry Pratt.

Whether this restructuring will include EFH and or EFIH is
unclear.  If EFH and EFIH are not included in a restructuring
event of TCEH then S&P would keep their ratings at 'CCC-' given
its expectation that TCEH's creditors would seek to include EFH
and EFIH in the restructuring.


FAIRMONT GENERAL: U.S. Trustee Appoints 5-Member Creditors Panel
----------------------------------------------------------------
The U.S. Trustee Judy A. Robbins appointed five members to the
official committee of unsecured creditors in the Chapter 11 cases
Fairmont General Hospital Inc. et al.

The Creditors Committee members are:

      1. Brad Hamman
         Sodexo Operations, LLC
         283 Cranes Roost Blvd, Ste 260
         Altamonte Springs, FL 32701
         Tel: 407-339-3230 x35204
         Fax: 407-260-2305
         E-mail: Brad.Hamman@sodexo.com

      2. Randy Walker
         Premier Anesthesia, LLC
         2655 Northwinds Parkway
         Alpharetta, GA 30009
         Tel: 678-690-7812
         Fax: 404-751-5295
         E-mail: RWALKER@premieranesthesia.com

      3. William Carpenter
         Diamond Healthcare Corporation
         701 E. Byrd Street, 15th Floor
         Richmond, VA 23219
         Tel: 804-649-9340
         Fax: 804-782-2286
         E-mail: bcarpenter@diamondhealth.com

      4. Kathy McCormick
         District 1199 WV/KY/OH
         Service Employees Int'l Union
         2200 Adams Ave.
         Huntington, WV 25704
         Tel: 304-522-2871
         Fax: 304-522-2885
         E-mail: kmccormick@seiu1199.org

      5. Ann Stuver
         Cardinal Health
         7000 Cardinal Place
         Dublin, OH 43017
         Tel: 614-757-9081
         Fax: 614-553-9036
         E-mail: ann.stuver@cardinalhealth.com

Attorney for the Trustee can be reached at:

         Douglas A. Kilmer
         Trial Attorney
         Office of the U.S. Trustee
         Robert C. Byrd U.S. Courthouse
         300 Virginia St. East, Room 2025
         Charleston, WV 25301
         Tel: (304) 347-3404
         Fax: (304) 347-3402
         E-mail: douglas.a.kilmer@usdoj.gov

                 About Fairmont General

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

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

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


FIRE RIVER: Gets Default Notice From Waterton Global
----------------------------------------------------
Fire River Gold Corp. on Oct. 8 disclosed that is has been
unsuccessful in renegotiating the terms of its Senior Secured Gold
Stream Credit Agreement with Waterton Global Value, L.P. and has
received demand for payment from the Lender.

The Lender has also notified the Company of its intention to
enforce the security granted to the Lender pursuant to the Credit
Facility and of its intention to take the Company's shares in its
wholly owned subsidiary, Mystery Creek Resources Inc., in
satisfaction of the Company's indebtedness to the Lender in
accordance with its rights under the British Columbia Personal
Property Security Act.  The result of such realization process by
the Lender would be the loss of substantially all of the Company's
assets.  The Company knows of no reason that the Lender's
realization process will not complete as proposed.

Prior to the demand for payment, the Board of Directors of the
Company engaged in significant efforts to find additional sources
of financing for the Company.  Ultimately, however, the Company
was unable to find additional financing, primarily due to the
current difficult market conditions.

Headquartered in Vancouver, Canada, Fire River Gold Corp. --
http://www.firerivergold.com-- is a mineral exploration company.
The Company is focused on the acquisition, exploration and
development of primarily gold, silver and base metal properties.


FRESH & EASY: Taps Alvarez & Marsal as Fin'l Advisors & Banker
--------------------------------------------------------------
Fresh & Easy Neighborhood Market Inc., et al., seek authority from
the U.S. Bankruptcy Court for the District of Delaware to employ
Alvarez & Marsal North America, LLC, to serve as financial
advisors, and Alvarez & Marsal Securities, LLC, as investment
banker.

A&M-NA will be paid based on the following professionals customary
hourly billing rates:

   Managing Directors              $675-$875
   Directors                       $475-$675
   Analyst/Associates              $275-$475

Dennis Stogsdill, managing director of A&M-NA, will serve as
overall engagement leader of the financial advisory services and
for his services A&M-NA will be paid at a fixed rate of $75,000
per month.  In addition, A&M-NA will be entitled to incentive
compensation in the amount of $1.5 million payable upon the
consummation of a Chapter 11 plan of reorganization.

A&M-S will be paid a monthly fee of $150,000.  In addition, A&M-S
will receive a transaction fee in the amount of $1.25 million,
plus 5% of any aggregate consideration above the initial bid under
the stalking horse asset purchase agreement.  In the event the
Debtors elect not to go forward with the sale transaction, A&M-S
will receive a termination fee of $500,000 plus all monthly fees
earned.

Moreover, A&M will be reimbursed for the reasonable out-of-pocket
expenses incurred by its professionals.

The firm assures the Court that it is a "disinterested person" as
the term is defined in Section 101(14) of the Bankruptcy Code and
does not represent any interest adverse to the Debtors and their
estates.  In the 90 days immediately preceding the Petition Date,
A&M received retainers and fee payments totaling $2,478,786 and
expense reimbursement payments totaling $76,617 in the aggregate
for services performed for the Debtors.  These amounts include
$3,767 on account of estimated expenses incurred prior to the
Petition Date but unprocessed as of the Petition Date.

A hearing on the employment application will be on Oct. 24, 2013,
at 11:00 a.m. (EDT).  Objections are due Oct. 17.

Fresh & Easy Neighborhood Market Inc., and its affiliate filed
Chapter 11 petitions (Bankr. D. Del. Case Nos. 13-12569 and 13-
12570) on Sept. 30, 2013.  The petitions were signed by James
Dibbo, chief financial officer.  Judge Kevin J. Carey presides
over the case.  Richards, Layton & Finger, P.A., serves as the
Debtors' counsel.   Prime Clerk LLC acts as the Debtors' claims
and noticing agent.  The Debtors estimated assets of at least $100
million and liabilities of at least $500 million.


FRESH & EASY: Hires Pillsbury Winthrop as Corporate Counsel
-----------------------------------------------------------
Fresh & Easy Neighborhood Market Inc., et al., seek authority from
the U.S. Bankruptcy Court for the District of Delaware to employ
Pillsbury Winthrop Shaw Pittman LLP as special corporate counsel
to assist the Debtors with corporate, commercial and transactional
matters.

The firm will be paid its customary hourly rates of partners for
Pillsbury in the U.S. range from $590 to $1,155.  Other U.S.
attorneys' customary hourly rates, including counsel positions,
range from $360 to $925.  The customary hourly rates charged for
Pillsbury paraprofessionals and other timekeepers in the U.S.
range from $65 to $855.  The firm will also be reimbursed for any
necessary out-of-pocket expenses.

Christopher Patay, Esq. -- christopher.patay@pillsburylaw.com -- a
partner at Pillsbury Winthrop Shaw Pittman LLP, in Los Angeles,
California, assures the Court that his firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code and does not represent any interest adverse to the
Debtors and their estates.

As of Sept. 27, 2013, Pillsbury held an advance payment retainer
of $330,000 for its services and expenses to be rendered or
incurred for or on behalf of the Debtors.  The Debtors have agreed
that the Retainer may be applied against prepetition fees and
expenses.  The remaining balance of the Retainer will be held by
Pillsbury as a retainer, to be applied against postpetition fees
and expenses, as and when approved by the Court.

A hearing on the employment application will be on Oct. 24, 2013,
at 11:00 a.m. (EDT).  Objections are due Oct. 17.

Fresh & Easy Neighborhood Market Inc., and its affiliate filed
Chapter 11 petitions (Bankr. D. Del. Case Nos. 13-12569 and 13-
12570) on Sept. 30, 2013.  The petitions were signed by James
Dibbo, chief financial officer.  Judge Kevin J. Carey presides
over the case.  Richards, Layton & Finger, P.A., serves as the
Debtors' counsel.  Prime Clerk LLC acts as the Debtors' claims
and noticing agent.  The Debtors estimated assets of at least
$100 million and liabilities of at least $500 million.


FRESH & EASY: Employs Prime Clerk as Claims & Noticing Agent
------------------------------------------------------------
Fresh & Easy Neighborhood Market Inc., et al., seek authority from
the U.S. Bankruptcy Court for the District of Delaware to employ
Prime Clerk LLC as administrative advisor.  The Debtors have
sought and obtained authority from the Court to appoint Prime
Clerk as claims and noticing agent.

The firm will be paid at the following claims and noticing rates:

   Senior Case Manager          $195
   Case Manager                 $170
   Analyst                      $140
   Technology Consultant        $130
   Clerk                         $45

The firm will be paid at the following solicitation, balloting and
tabulation rates:

   Director of Solicitation     $255
   Solicitation Analyst         $220

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

Michael J. Frishberg, co-president and chief operating officer of
Prime Clerk, LLC, assures the Court that the firm is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code and does not represent any interest adverse
to the Debtors and their estates.  Prior to the Petition Date, the
Debtors provided Prime Clerk a retainer in the amount of $25,000.

A hearing on the employment application will be on Oct. 24, 2013,
at 11:00 a.m. (EDT).  Objections are due Oct. 17.

Fresh & Easy Neighborhood Market Inc., and its affiliate filed
Chapter 11 petitions (Bankr. D. Del. Case Nos. 13-12569 and 13-
12570) on Sept. 30, 2013.  The petitions were signed by James
Dibbo, chief financial officer.  Judge Kevin J. Carey presides
over the case.  Richards, Layton & Finger, P.A., serves as the
Debtors' counsel.   Prime Clerk LLC acts as the Debtors' claims
and noticing agent.  The Debtors estimated assets of at least $100
million and liabilities of at least $500 million.


FRESH & EASY: Seeks Extension of Schedules Filing Deadline
----------------------------------------------------------
Fresh & Easy Neighborhood Market Inc., et al., ask the U.S.
Bankruptcy Court for the District of Delaware to extend until
Nov. 14, 2013, the deadline by which they must file their
schedules of assets and liabilities and statements of financial
affairs.

The additional time will help ensure that the relevant information
is fully processed through the Debtors' information system and can
be incorporated into the relevant schedules, Paul D. Leake, Esq.,
at Jones Day, in New York, asserts.  Rushing to complete the
Schedules and Statements soon after the Petition Date would likely
compromise the completeness and accuracy of the Schedules and
Statements, Mr. Leake further asserts.

A hearing on the request will be held on Oct. 24, 2013, at 11:00
a.m. (EDT).  Objections are due Oct. 17.

Fresh & Easy Neighborhood Market Inc., and its affiliate filed
Chapter 11 petitions (Bankr. D. Del. Case Nos. 13-12569 and 13-
12570) on Sept. 30, 2013.  The petitions were signed by James
Dibbo, chief financial officer.  Judge Kevin J. Carey presides
over the case.  Richards, Layton & Finger, P.A., serves as the
Debtors' counsel.   Prime Clerk LLC acts as the Debtors' claims
and noticing agent.  The Debtors estimated assets of at least $100
million and liabilities of at least $500 million.


G-STAR SCHOOL: S&P Lowers Rating on $4.5MM Revenue Bonds to 'B+'
----------------------------------------------------------------
Standard & Poor's Ratings Services has lowered its long-term
rating to 'B+' from 'BB' on Palm Beach County, Fla.'s $4.5 million
series 2005 tax-exempt and taxable revenue bonds, issued for
G-Star School of the Arts.  The outlook is negative.

"The lower rating and negative outlook reflect our evaluation of
the credit risks associated with the school, particularly two
years of less than 1x current and maximum annual debt service
coverage, declining unrestricted liquidity and balance sheet
metrics, weak financial policies and reporting, and lack of timely
response to our information requests," said Standard & Poor's
credit analyst Avani Parikh.

"We also believe there is a lack of division among leadership
responsibilities on the management team -- e.g., the CEO is also
the chief financial officer -- and a lack of adequate succession
planning for the school's dynamic leader."  The negative outlook
reflects our view of the credit risks associated with inadequate
maximum annual debt service (MADS) coverage, weak financial
policies and reporting requirements, the lack of a formal
succession plan for the school's founder and executive, and a lack
of division of responsibilities between the executive,
operational, and financial leadership roles.  While a higher
rating is unlikely during the one-year period covered by our
outlook, a lower rating is likely if G-Star is unable to
demonstrate greater than 1x MADS coverage, improved unrestricted
liquidity, stable operating performance, and improved policies and
reporting," S&P noted.

For a revision to a stable outlook, the school should demonstrate
sound financial practices and policies, post adequate (at least
1x) MADS coverage, stabilize enrollment levels, reverse the trend
of declining unrestricted liquidity, provide data in a complete
and timely manner, and demonstrate that there has been a
separation of leadership roles and succession planning.

The G-Star School's unique mission is to provide an education to
its students focused on the entertainment industry, which is a
unique niche in the West Palm Beach market that has provided the
school with slightly more revenue diversity than many other
charter schools.  However, the school only appeals to a niche
group of students as G-Star School's curriculum focuses on
preparing students for careers in the entertainment industry.  The
school operates on a campus that consists of a main building,
administrative offices and classrooms, and several other buildings
that house a motion picture studio and audio and video equipment
used to create and edit film and other types of media.  As of fall
2013, total enrollment is 1,061, which is close to the facility's
capacity, but below expected enrollment levels of 1,130.


GATEHOUSE MEDIA: Taps Hilco as Real Estate Advisor
--------------------------------------------------
Gatehouse Media, Inc., et al., seek authority from the U.S.
Bankruptcy Court for the District of Delaware to employ Hilco Real
Estate, LLC, as real estate advisor.

Hilco will provide services described in two engagement
agreements.  The first agreement pertains to Hilco's services with
respect to the Debtors' lease for property in Downers Grove,
Illinois, and the second agreement pertains to the firm's services
with respect to the Debtors' other leased properties, which
initially identifies 10 properties.  The agreements provide, among
other things, that Hilco will mutually agree with the Debtors with
respect to a strategic plan for the restructuring of each lease.

The Debtors paid Hilco an upfront fee of $15,000 under the Downers
Grove Agreement.  Further, under the Downers Grove Agreement, if
the Debtors enter into a transaction during the term with the
Downers Grove landlord with the effect of modifying the lease,
Hilco will be paid an additional fee of $45,000.

For each lease under the 10-Lease Agreement that becomes a
restructured lease, Hilco will earn a fee equal to $2,500 plus
8.5% of the restructured lease savings.  Pursuant to the terms of
the 10-Lease Agreement, Hilco was provided a retainer in the
amount of $35,000 to be applied on a dollar for dollar basis
against fees earned under the 10-Lease Agreement.

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

A hearing on the employment application will be held on Oct. 23,
2013, at 3:00 p.m. (ET).  Objections are due Oct. 16.

                        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: Hires Young Conaway as Local Delaware Counsel
--------------------------------------------------------------
Gatehouse Media, Inc., et al., seek authority from the U.S.
Bankruptcy Court for the District of Delaware to employ Young
Conaway Stargatt & Taylor, LLP, as local Delaware counsel.

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

  Pauline K. Morgan, Esq. -- pmorgan@ycst.com          $730
  Joel A. Waite, Esq. -- jwaite@ycst.com               $730
  Patrick A. Jackson, Esq. -- pjackson@ycst.com        $400
  Ryan M. Bartley, Esq. -- rbartley@ycst.com           $355
  Laurel D. Roglen, Esq. -- lroglen@ycst.com           $285
  Michael Girello, paralegal                           $235

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

The firm assures the Court that it is a "disinterested person" as
the term is defined in Section 101(14) of the Bankruptcy Code and
does not represent any interest adverse to the Debtors and their
estates.  Young Conaway received a retainer in the amount of
$150,000, in connection with the planning and preparation of
initial documents and the firm's proposed postpetition
representation of the Debtors.  In addition, the firm received a
payment of $64,289 on Sept. 20, 2013, as advanced payment for
Chapter 11 filing fees for each of the Debtors.  In addition, the
firm has received payments totaling more than $490,000 for its
fees and expenses since entry into the engagement agreement.

A hearing on the employment application will be held on Oct. 23,
2013, at 3:00 p.m. (ET).  Objections are due Oct. 16.

                        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: Taps Epiq as Claims Agent and Admin. Advisor
-------------------------------------------------------------
Gatehouse Media, Inc., et al., seek authority from the U.S.
Bankruptcy Court for the District of Delaware to employ Epiq
Bankruptcy Solutions, LLC, as administrative advisor.  The Debtors
also sought and obtained authority from the Court to employ Epiq
as claims and noticing agent.

The fees Epiq will charge in connection with its services as
administrative advisor are the following:

   Executive Vice President                        $225
   Communications Counselor                        $225
   Sr. Managing Consultant/
     Vice President/Director                       $225
   Senior Consultant                          $175-$220
   Senior Case Manager                        $100-$140
   IT/Programming                             $80-$150
   Case Manager                               $60-$95
   Clerical/Administrative Support            $35-$50

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

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

A hearing on the employment application will be held on Oct. 23,
2013, at 3:00 p.m. (ET).  Objections are due Oct. 16.

                        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.


GABRIEL TECHNOLOGIES: Bankruptcy Proceedings Suspended
------------------------------------------------------
Bankruptcy Judge Dennis Montali suspended all proceedings in the
Chapter 11 cases of Gabriel Technologies Corp. and subsidiary,
Trace Technologies, LLC, pursuant 11 U.S.C. Section 305, pending
resolution of an appeal currently before the United States Court
of Appeals for the Federal Circuit in the Debtors' dispute with
Qualcomm Incorporated.

"[T]the court will suspend these Chapter 11 cases until the
Appeals have been decided by the Federal Circuit.  Within thirty
days after a decision on the merits is rendered (whether or not
there is any request for reconsideration or a petition for
certiorari is filed), Debtors are to set a status conference
through the court's courtroom deputy, give notice of that status
conference to Qualcomm, the Creditors' Committee and other parties
who have requested notice, and to file a status conference
statement at least fifteen days prior to that hearing," Judge
Montali said.

Gabriel and Trace hold intellectual property assets involved in
products using global positioning systems.  Trace acquired the
assets of Locate Networks, Inc., including rights and interests
that that company maintained under a license agreement with
SnapTrack, Inc.

In 2002 Qualcomm acquired SnapTrack, Inc.  Gabriel and Trace
contend that various trade secrets and patents acquired in
connection with that acquisition were derived from or identical to
intellectual properties they owned.  They commenced an action
against Qualcomm and other defendants in the United States
District Court for the Southern District of California in October
2008.  In the complaint they alleged misappropriation of trade
secrets, breach of contract, fraud and other claims.

Extensive and expensive litigation ensued and was not favorable to
Gabriel and Trace as Qualcomm obtained partial summary judgment on
March 13, 2012, and then final summary judgment on September 28,
2012.  Thereafter Qualcomm obtained a Fee Order granting Qualcomm
and the other defendants an award of attorneys' fees of
$12,401,014.51, against Gabriel and Trace plus a significantly
lesser amount against their local counsel.

Gabriel and Trace filed timely notices of appeal of the Qualcomm
Judgment and the Fee Order.  Those appeals are now pending in the
Federal Circuit.  The Debtors have filed their opening briefs and
Qualcomm is expected to file its appellee's briefs shortly. Both
sides agree that the Appeals are likely to be argued early in 2014
and that a decision is likely to be handed down by the Federal
Circuit around mid-2014.

Even before the District Court action was commenced, Gabriel and
Trace began to experience financial reverses. They had ceased
filing audited financials after fiscal year 2006 and as early as
July 2007, they began borrowing funds largely to finance the
District Court action under a series of financings that are
complex and spanned several years, culminating in a September,
2011 Note Purchase Agreement by which nearly all of their present
secured and unsecured debt (other than the Fee Award) was either
incurred or refinanced from the prior financings. By and large the
creditors of Debtors who are dealt with in their proposed Plan are
various participants in those financings; there is also general
unsecured debt, unpaid professional fees, and Qualcomm's multi-
million dollar Fee Award.

After the Debtors sought Chapter 11 protection in February 2013,
Qualcomm on April 3, 2013, filed a motion to convert the cases to
Chapter 7 or for appointment of a Chapter 11 Trustee.  On May 28,
the Bankruptcy Court denied Qualcomm's bid.  In its Memorandum the
Court anticipated that Debtors' plan of reorganization might not
be confirmable and that Qualcomm was likely to object to
confirmation.

The Debtors filed their Amended Chapter 11 Plan on June 7, 2013,
and a proposed Disclosure Statement on the same date.

At a June 10, 2013, status conference the court established a
briefing schedule for consideration of the Plan and Disclosure
Statement, and directed Qualcomm to file any motion seeking
recharacterization of certain claims in this case by a deadline.

On July 1, 2013, Qualcomm filed papers arguing that a vast
majority of the Debtors' lenders are in fact equity holders and
that even if any of them hold true obligations, no payments were
due to them as of the date of Debtors' Chapter 11 petition. It
stressed that Debtors are out of business and that their only hope
for any recovery is to prevail on the Appeals and thereafter on a
subsequent retrial of the District Court action.

In opposition to Qualcomm's Recharacterization Motion, and to
support its own revised Plan and Disclosure Statement, the Debtors
argued that the court should confirm the Plan promptly even though
the only likely recovery under any circumstances (other than some
relatively minor matters) would be success on the Appeals and
thereafter further success in a renewed District Court action.

Judge Montali notes that Plan confirmation would not itself
facilitate any present reorganization or effective liquidation of
the Debtors.  It would simply fix certain of the parties' rights
and obligations while the Appeals go forward.

According to Judge Montali, to deal with confirmation issues would
involve more briefing and arguments, and seems premature and
unnecessary at present since the outcome of the Appeals is so
critical to the ultimate disposition of the Debtors' bankruptcy
cases, whether they are prosecuted by the Debtors as Chapter 11
debtors in possession, or by a trustee either in Chapter 7 or
Chapter 11.  If the Appeals are resolved favorably to Qualcomm
with affirmance of the decisions by the District Court, then the
Debtors have nothing left but liquidation in Chapter 7 with no
expectation of any meaningful recovery for creditors.  They have
acknowledged as much already.

A copy of the Court's Oct. 7 Memorandum Decision is available at
http://is.gd/nw2MFGfrom Leagle.com.

                     About Gabriel Technologies

Gabriel Technologies Corporation and one subsidiary filed separate
Chapter 11 petitions (Bankr. N.D. Cal. Case No. 13-30340 and 13-
30341) on Feb. 14, 2013, in San Francisco, after losing in a
patent dispute with smartphone chips maker Qualcomm Inc.

Gabriel Technologies, through its debtor-subsidiary Trace
Technologies, LLC, holds significant intellectual property assets
directed toward location-based products and services through
global positioning systems.

Gabriel Technologies disclosed $15 million in assets and
$15 million in liabilities as of Jan. 31, 2013.

The Debtors tapped the law firm of Meyers Law Group, P.C. as
general bankruptcy counsel.

A three-member official committee of unsecured creditors has been
appointed in the case.  Pachulski Stang Ziehl & Jones LLP
represents the Committee.

The Debtor filed a Plan of Reorganization that proposes to
substantively consolidate the Debtors' estates into the Chapter 11
estate of Gabriel, and upon the Effective Date, all those assets
will become the property of the Reorganized Debtor.  Secured
claims filed against the Debtors will be paid by proceeds
recovered from Qualcomm Incorporated in a lawsuit involving
royalties, and from another lawsuit involving royalties captioned
Gabriel Technologies Corporation, etc. v. Keith Feilmeier, et al.
Unsecured Claims will also be paid from the proceeds of the two
lawsuits, after all secured claims have been paid.  Allowed
General unsecured claims will accrue an interest of 10% per annum.


HOUSTON, TX: Fitch Affirms 'B' Rating on $323.5MM Revenue Bonds
---------------------------------------------------------------
Fitch Ratings affirms the city of Houston, TX's outstanding $323.5
million airport system special facilities revenue bonds
(Continental Airlines Inc. Terminal E Project) series 2001 at 'B'.
The series 2001 bonds are fixed-rate revenue bonds with a final
maturity in 2029. The Rating Outlook has been revised to Positive
from Stable, reflecting the Positive Outlook on United Continental
Holdings, Inc. (UAL), whose rent payments secure the bonds.

Key Rating Drivers:

UAL'S FINANCIAL STRENGTH: UAL has demonstrated continued
improvements in its underlying financial strength, debt position
and liquidity since the closing of the United-Continental merger
on Oct. 1, 2010. The combined carrier has maintained a strong
utilization of the Terminal E facility. UAL has a Fitch Issuer
Default Rating of 'B' and a Positive Outlook.

ESSENTIAL NATURE OF THE TERMINAL: Terminal E handles the majority
(75%) of UAL's international operations and a large share (59%) of
the total airline international traffic at George Bush
Intercontinental Airport (IAH). IAH is a fundamentally strong
airport (rated 'A+' on its subordinate lien revenue bonds with
Negative Outlook) that serves a large base of both origination and
destination (O&D) and connecting traffic, and is a major
international gateway for UAL. IAH serves as the primary
commercial airport for the metropolitan area and as a major system
hub for UAL.

UNSECURED OBLIGATIONS OF UAL: The limited revenue stream and the
unsecured guarantee of UAL are mitigated to a limited degree by
the re-letting provisions allowing the airport to retake the
facility in the event of an early lease termination.

LACK OF DEBT SERVICE RESERVE: Bondholders do not have access to
cash reserves or structural enhancements.

Rating Sensitivities:

-- Any changes in the credit of UAL would have a direct effect
   on the rating. See related analysis on United Continental,
   dated May 16, 2013, available at www.fitchratings.com.

Security:

Special facilities rent paid by UAL pursuant to the special
facilities lease secures the Continental Terminal E Project bonds.

Credit update:

IAH serves as the primary commercial airport for the metropolitan
area and is presently the only Houston-area airport providing
international service. Southwest intends to use the city's Hobby
airport for some international service, which may create a more
competitive environment. IAH's traffic has held up relatively well
through the recent downturn, with modest declines in enplanements
at a 1.3% compound annual growth rate (CAGR) between 2007 and
2012. The calendar years 2012 and 2013 (through August) saw a
respective 0.7% and 1% decrease in year over year enplanements.
Airport-wide, international traffic continued to see a more robust
recovery than domestic; international enplanements increased by
1.5% while domestic traffic was down 1.3% in 2012.

UAL has continued to operate its major system hub at the airport
since the merger with Continental in October of 2010, without any
major scheduling or hubbing changes; no significant changes in
traffic profile have occurred as a result of the merger, though
the airline has reduced capacity somewhat as it increases load
factors and rationalize its nationwide system. UAL accounted for
approximately 83% of IAH's passengers and 78% of total
international traffic in 2013 year to date through August.

Terminal E is a 600,000 square-foot facility with 23 gates that
can handle both domestic and international passenger traffic. The
terminal is an essential facility for the airport itself as well
as for UAL's international operations. Terminal E handles about
27% of total IAH traffic while the terminal's international
traffic of 5.2 million passengers in 2012 represented 13% of all
airport passengers and 59% of all international traffic. Traffic
at Terminal E decreased 8% through the first eight months of 2013.
This is in-line with UAL's 5.5% reduction in traffic at IAH
overall and reflects, in part, the reduction of service on some
international routes (Paris, Mexico) and a shift of some domestic
service to terminal C.

In May 2013, Fitch affirmed UAL's IDR at 'B' and revised the
Rating Outlook to Positive. The Positive Outlook reflects progress
that UAL has made in moving past many of its integration issues
following the 2010 merger of United and Continental; expectations
for improving profitability and free cash flow (FCF) over the
intermediate term as integration costs recede; systemic
improvements in the U.S. airline industry stemming from
consolidation and capacity discipline; and an improved balance
sheet, including recent debt reduction. UAL's credit profile is
supported by its leading position in many of its primary markets,
solid liquidity, and a growing unencumbered asset base. More
information on the Fitch rating of United Continental Holdings,
Inc. and the most recent rating action press release dated May 16,
2013 can be found at www.fitchratings.com.

The Continental Terminal E Project bonds financed the construction
and development of Terminal E Intercontinental, which UAL uses as
an international connection hub and Latin American gateway.
Terminal E was built in two phases and fully opened in January
2005.


INSPIRATION BIOPHARMA: Plan Outline Hearing Rescheduled to Oct. 24
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts
rescheduled to Oct. 24, 2013, at 10 a.m., the hearing to consider
adequacy of information in the Disclosure Statement explaining
Inspiration Biopharmaceuticals, Inc.'s Liquidating Plan of
Reorganization.  Objections, if any, are due Oct. 21, at 12 noon.

The Court vacated the hearing assignments of Oct. 2.

As reported in the Troubled Company Reporter on Aug. 7, 2013, the
Debtor filed its Plan and accompanying disclosure statement.  The
Plan provides that holders of allowed claims will receive the
net proceeds of the sale of the Debtor's assets.  A so-called
waterfall was established during the bankruptcy case to allocate
the asset sale consideration.  As of July 31, 2013, the Debtor has
received proceeds of $2,750,000 under the Waterfall.

The Waterfall provides for the distribution of the proceeds from
the sale of the Debtor's products as follows:

   * Priority 1 provides for payment of certain accrued and unpaid
     administrative expenses, including employee retention
     payments, success fee payments due to FTI Consulting as its
     financial advisors and Evercore Partners as its investment
     bankers, and amounts due to Biomeasure, Inc., an affiliate of
     Ipsen, for postpetition services rendered, as well as
     retention payments due to Biomeasure employees;

   * Priority 2 provides for repayment of the DIP Financing, as
     well as certain fees and expenses incurred by Ipsen in
     connection with the DIP Financing and the asset sale;

   * Priority 3 provides for payment to Ipsen of 50% of the amount
     due to Ipsen in Priority 2 plus $375,000 to repay Ipsen for
     prepetition advances, as well as $2,750,000 to be paid to
     Inspiration to satisfy claims other than Priority 1 claims,
     the claims of CMC, and the Ipsen Unsecured Claims;

   * Priority 4 provides for payment of up to $400,000 in unpaid
     fees and expenses of Professionals not paid pursuant to
     Priority 1;

   * Priority 5 provides for payment of the CMC Claim (which
     totals $8,400,000) in an amount equal to 10% of the extent to
     which the upfront cash consideration from the sales exceeds
     $40,000,000;

   * Priority 6 provides, generally, for a split of proceeds
     amongst Ipsen (80%), Inspiration (5%), CMC (5%), and
     Waterfall Participants (10%) provided that Ipsen subordinated
     any claim to the first $3,820,000 payable in Priority 6 and
     provided further that the Ipsen Unsecured Claims partially
     subordinated the right to participate in that portion of the
     proceeds payable to Inspiration.  Priority 6 payments
     continue until Ipsen has been paid $304,000,000 in present
     value of aggregate payments;

   * Priority 7 provides for an equal split of remaining sale
     proceeds between Ipsen and Waterfall Participants, after
     Ipsen has been paid all amounts owing in Priority 6.

A full-text copy of the Disclosure Statement, dated July 31, 2013,
is available for free at:

      http://bankrupt.com/misc/INSPIRATIONBIOPHARMAds0731.pdf

               About Inspiration Biopharmaceuticals

Inspiration Biopharmaceuticals Inc. develops recombinant blood
coagulation factor products for the treatment of hemophilia.
Inspiration, based in Cambridge, Massachusetts, has two products
in what the company calls "advanced clinical development."  Two
other products are in "pre-clinical development."  None of the
products can be marketed as yet.

Inspiration filed for voluntary Chapter 11 reorganization (Bankr.
D. Mass. Case No. 12-18687) on Oct. 30, 2012, in Boston.
Bankruptcy Judge William C. Hillman oversees the case.  Mark
Weinstein and Michael Nolan, at FTI Consulting, Inc., serve as the
Debtor's Chief Restructuring Officers.  Harold B. Murphy, Esq.,
and Andrew G. Lizotte, Esq., at Murphy & King, PC, in Boston,
Massachusetts, represent the Debtor.

The petition shows assets and debt both exceed $100 million.
Assets include patents, trademarks and the products in
development.  Liabilities include $195 million owing to Ipsen
Pharma SAS, which is also a 15.5% shareholder.  Ipsen --
http://www.ipsen.com/-- is also owed $19.4 million in unsecured
debt.  There is another $12 million in unsecured claims.  Ipsen is
pledged to provide $18.3 million in financing.  The Debtor
disclosed $20,383,300 in assets and $241,049,859 in liabilities.

Ipsen is represented in the case by J. Eric Ivester, Esq., at
Skadden Arps.

The Official Committee of Unsecured Creditors tapped Jeffrey D.
Sternklar and Duane Morris LLP as its counsel, and The Hawthorne
Consulting Group, LLC as its financial advisor.


JOURNAL REGISTER: Mercer's Stay Relief; Case Dismissal Bids Nixed
-----------------------------------------------------------------
Arthur Mercer contends that he was slandered and defamed by an
article published in the Daily Freeman on June 18, 2010 pertaining
to his arrest.  He filed a civil action in New York state court on
June 21, 2011, seeking $200 million in damages.  The state court
action was stayed after Journal Register Company filed for
bankruptcy in September 2012, and was never removed to the
Bankruptcy Court.  Mercer has now moved (1) to dismiss the
Debtors' chapter 11 petitions as having been filed in bad faith
and to change venue, (2) for relief from the automatic stay and
abstention, and (3) for mandatory abstention.  He has also moved
for the recusal of Bankruptcy Judge Stuart M. Bernstein, who
oversees Journal Register's case.

In an Oct. 2 Memorandum Decision and Order available at
http://is.gd/NEbci1from Leagle.com, Judge Bernstein explained why
Mercer's motions are denied:

     1. Mercer contends that the Court should recuse itself
        because he "feels that this judge is for the Debtors and
        has shown favoritism toward the debtors."  Judge Bernstein
        said Mercer has failed to identify any incident of alleged
        bias, and accordingly, his recusal motion is denied.

     2. Mercer has failed to show cause why the case should be
        dismissed.  According to the judge, Mercer does not argue
        that the Debtors' chances of emerging from chapter 11 were
        objectively futile at the time of filing.  The Debtors ran
        operating businesses with numerous employees and
        substantial assets (and liabilities). They sold
        substantially all of their assets during the case, and the
        proceeds from the sale provide the means to implement the
        proposed plan.  Instead, Mercer argues that the Debtors
        filed these cases as a tactic to gain advantage in pending
        litigations, including the lawsuit that Mercer commenced.
        While the filing stayed all litigation against the
        Debtors, it did not provide any advantage beyond the stay.
        Mercer has not identified any favorable ruling he obtained
        in the state court litigation that the Debtors intended to
        frustrate or collaterally attack through the filing of the
        chapter 11 cases.

     3. Among other things, Mercer argues that one of the Debtors
        recently acquired real property in the Catskills, and
        suggests that the Debtors' cases should be transferred to
        Albany, New York.  He does not, however, explain why this
        or any other factor weighs in favor of changing venue,
        especially at this late stage where the confirmation
        hearing is scheduled for October 8, 2013. Consequently,
        the motion to transfer venue is denied.

     4. Judge Bernstein said Mercer appears to be motivated by a
        desire to litigate his claim in state court, a theme that
        runs through many of his motions; and any issue regarding
        his right to litigate in state court is premature.

     5. According to Judge Bernstein, because he is not aware of
        any contested matter or adversary proceeding in the
        Bankruptcy Court presently involving Mercer's state court
        claim, there is nothing from which the Court can abstain
        in favor of or remand to the state court.  The judge noted
        that Mercer has a defamation claim.  Assuming he has
        satisfied the procedural requirements for filing a claim
        and the Debtors object, the dispute may have to be decided
        by the District Court if it is determined that his
        defamation claim is a "personal injury tort" claim under
        28 U.S.C. Sec. 157(b)(5) (2006).  Alternatively, Mercer
        can ask the Court at that time to abstain from deciding
        the claim objection in favor of the state court lawsuit,
        and seek relief from the stay to effect any order of
        abstention. Finally, if the Debtors remove the state court
        action, he can move to remand it back to state court. For
        the reasons stated, however, the abstention (and remand)
        request is premature, and accordingly, is denied without
        prejudice.

                     About Journal Register

Journal Register Company -- http://www.JournalRegister.com/-- was
the publisher of the New Haven Register and other papers in 10
states, including Philadelphia, Detroit and Cleveland, and in
upstate New York.  JRC was managed by Digital First Media and is
affiliated with MediaNews Group, Inc., the nation's second largest
newspaper company as measured by circulation.

Journal Register, along with its affiliates, first filed for
Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No.
09-10769) on Feb. 21, 2009.  Attorneys at Willkie Farr & Gallagher
LLP, served as counsel to the Debtors.  Attorneys at Otterbourg,
Steindler, Houston & Rosen, P.C., represented the official
committee of unsecured creditors.  Journal Register emerged from
Chapter 11 protection under the terms of a pre-negotiated plan.

Journal Register exited the 2009 restructuring with $225 million
in debt and with a legacy cost structure, which includes leases,
defined benefit pensions and other liabilities that have become
unsustainable and threatened the Company's efforts for a
successful digital transformation.  Journal Register managed to
reduce the debt by 28% with the Company servicing in excess of
$160 million of debt.

Journal Register returned to bankruptcy (Bankr. S.D.N.Y. Lead Case
No. 12-13774) on Sept. 5, 2012, to sell the business to 21st CMH
Acquisition Co., an affiliate of funds managed by Alden Global
Capital LLC.  The deal was subject to higher and better offers.

Alden Global is the holder of two terms loans totaling $152.3
million.  Alden Global acquired the stock and the term loans from
lenders in Journal Register's prior bankruptcy.

Journal Register disclosed total assets of $235 million and
liabilities totaling $268.6 million as of July 29, 2012.  This
includes $13.2 million owing on a revolving credit to Wells Fargo
Bank NA.

Bankruptcy Judge Stuart M. Bernstein presides over the 2012 case.
Neil E. Herman, Esq., Rachel Jaffe Mauceri, Esq., and Patrick D.
Fleming, Esq., at Morgan, Lewis & Bockius, LLP; and Michael R.
Nestor, Esq., Kenneth J. Enos, Esq., and Andrew L. Magaziner,
Esq., at Young Conaway Stargatt & Taylor LLP, serve as the 2012
Debtors' counsel.  SSG Capital Advisors, LLC, serves as financial
advisors.  American Legal Claims Services LLC acts as claims
agent.  The petition was signed by William Higginson, executive
vice president of operations.

Otterbourg, Steindler, Houston & Rosen, P.C., represents Wells
Fargo.  Akin, Gump, Strauss, Hauer & Feld LLP, represents the
Debtors' Tranche A Lenders and Tranche B Lenders.  Emmet, Marvin &
Martin LLP, serves as counsel to Wells Fargo, in its capacity as
Tranche A Agent and the Tranche B Agent.

The Official Committee of Unsecured Creditors appointed in the
case has retained Lowenstein Sandler PC as counsel and FTI
Consulting, Inc. as financial advisor.

The Journal Register bankruptcy has been renamed Pulp Finish I
Co., after the estate sold the newspaper business to lender and
owner Alden Global Capital Ltd., mostly in exchange for $114.15
million in secured debt and $6 million cash.  After debts with
higher priority are paid, what's left from the cash and a $630,000
tax refund represents most of unsecured creditors' recovery.
There were no bids to compete with Alden's offer.  Alden paid off
financing for the bankruptcy and assumed up to $22.8 million in
liabilities, thus taking care of most trade suppliers who
otherwise would have ended up as unsecured creditors.  In
addition, the lenders waived their deficiency claims, so
recoveries by unsecured creditors won't be diluted.

On July 2, 2013, the Debtors filed a Joint Plan of Liquidation.
The Court approved the Disclosure Statement on Aug. 29.


KEYWELL LLC: Hires Adelman & Gettleman as Legal Counsel
-------------------------------------------------------
Keywell L.L.C. seeks authority from the U.S. Bankruptcy Court for
the Northern District of Illinois, Eastern Division, to employ
Adelman & Gettleman, Ltd., as its counsel.

The rates to be charged in the Chapter 11 case by attorneys and
paralegals employed at A&G are as follows:

   Howard L. Adelman, Esq. -- hla@ag-ltd.com           $475
   Chad H. Gettleman, Esq. -- chg@ag-ltd.com           $475
   Henry B. Merens, Esq. -- hmerens@ag-ltd.com         $475
   Brad A. Berish, Esq. -- bberish@ag-ltd.com          $445
   Mark A. Carter, Esq. -- mcarter@ag-ltd.com          $445
   Adam P. Silverman, Esq. -- asilverman@ag-ltd.com    $415
   Nathan Q. Rugg, Esq. -- nrugg@ag-ltd.com            $415
   Erich S. Buck, Esq. -- ebuck@ag-ltd.com             $380
   Steven B. Chaiken, Esq. -- schaiken@ag-ltd.com      $380
   Alexander F. Brougham, Esq. -- abrougham@ag-ltd.com $300

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

Mr. Adelman, a shareholder of Adelman & Gettleman, Ltd., in
Chicago, Illinois, assures the Court that his firm is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code and does not represent any interest adverse
to the Debtors and their estates.  As of the Petition Date, A&G
has an unearned advance payment retainer of approximately $35,496.

A hearing on the employment application will be held on Oct. 16,
2013, at 9:30 a.m.

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.


KEYWELL LLC: Taps Patzik Frank as Special Counsel
-------------------------------------------------
Keywell L.L.C. seeks authority from the U.S. Bankruptcy Court for
the Northern District of Illinois, Eastern Division, to employ
Patzik, Frank & Samotny Ltd., as special counsel to, among other
things, provide the Debtor legal services with respect to the sale
of a material portion of its assets and with respect to
discussions and negotiations with potential alternative bidders.

The firm will be paid the following hourly rates:

   Partners and Shareholders             $330 to $560
   Associates                            $260 to $330

Alan B. Patzik, Esq. -- apatzik@pfs-law.com -- ($560 per hour),
Steven M. Prebish, Esq. -- sprebish@pfs-law.com -- ($480 per
hour), and David J. Schwartz, Esq. -- dschwartz@pfs-law.com --
($385 per hour), will be the primary professionals to render
services to the Debtor.

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

The firm assures the Court that it is a "disinterested person" as
the term is defined in Section 101(14) of the Bankruptcy Code and
does not represent any interest adverse to the Debtors and their
estates.  The firm received a prepayment from the Debtor in the
amount of $150,000 as a condition of performing services for the
Debtor.

A hearing on the employment application will be held on Oct. 16,
2013, at 9:30 a.m.

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.


KEYWELL LLC: Employs Eureka Capital as Investment Banker
--------------------------------------------------------
Keywell L.L.C. seeks authority from the U.S. Bankruptcy Court for
the Northern District of Illinois, Eastern Division, to employ
Eureka Capital Markets, LLC, as its investment banker to be paid a
monthly retainer of $50,000, and an additional success fee of
$175,000 payable in cash upon consummation of a financing or sale
transaction.

Mark Hyman, the senior managing director of Eureka Capital
Markets, LLC, assures the Court that his firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code and does not represent any interest adverse to the
Debtors and their estates.  Prior to the Petition Date, the firm
received monthly retainer fees totaling $250,000 as a condition of
performing services for the Debtor.

A hearing on the employment application will be held on Oct. 16,
2013, at 9:30 a.m.

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.


KEYWELL LLC: Taps Conway MacKenzie as Financial Advisors
--------------------------------------------------------
Keywell L.L.C. seeks authority from the U.S. Bankruptcy Court for
the Northern District of Illinois, Eastern Division, to employ
Conway MacKenzie, Inc., as its financial advisors.

It is anticipated that the following consultants with Conway
MacKenzie may be involved in the Chapter 11 case and if so, will
charge the Debtor the following rates:

   A. Jeffrey Zappone           $550
   Timothy B. Stallkamp         $475

Other employees of the firm may work on the matter, with hourly
rates ranging from $135 to $695.

Mr. Zappone, senior managing director of the turnaround and
management consulting firm of Conway MacKenzie, Inc., assures the
Court that his firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.
Prior to the Petition Date, the firm received a retainer increase
from the Debtor in the amount of $15,000 as a condition of
performing services for the Debtor.  An initial retainer amount of
$15,000 was paid to the firm in April 2013.  On Sept. 20, 2013,
the firm applied $2,850 of the retainer to satisfy outstanding
professional fees owed.

A hearing on the employment application will be held on Oct. 16,
2013, at 9:30 a.m.

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.


KEYWELL LLC: Can Continue to Operate Using Cash
-----------------------------------------------
Keywell L.L.C. obtained interim authority from the U.S. Bankruptcy
Court for the Northern District of Illinois to use the cash
collateral of NewKey Group, LLC, and NewKey Group II, LLC, until
the final hearing on the cash collateral motion scheduled for
Oct. 9, 2013, at 10:00 a.m.

As adequate protection, the prepetition lenders are granted liens
and security interests in and upon the prepetition collateral, any
property that the Debtor acquires after the Petition Date, and any
proceeds generated from that property.

The Debtor is represented by Howard Adelman, Esq., Erich S. Buck,
Esq., and Alexander F. Brougham, Esq., at Adelman & Gettleman,
Ltd., in Chicago, Illinois.

The Lenders are represented by Steven B. Towbin, Esq. --
stowbin@shawfishman.com -- and Gordon E. Gouveia, Esq. --
ggouveia@shawfishman.com -- at Shaw Fishman Glantz & Towbin LLC,
in Chicago, Illinois.

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.


KEYWELL LLC: Seeks to Sell Assets, Proposes Dec. Auction
--------------------------------------------------------
Keywell L.L.C. seeks authority from the U.S. Bankruptcy Court for
the Northern District of Illinois, Eastern Division, to approve
the sale of substantially all of its assets to Cronimet Holdings,
Inc., for $12,500,000, in cash, plus the value of contingent
payments calculated as 30% of EBITDA generated solely from the
toll processing business performed for Allegheny Technologies,
Inc.

In consideration of Cronimet submitting the asset purchase
agreement and serving as the stalking horse bidder, the APA
requires the Court's approval of (i) a break-up fee equal to
$500,000 in the event the Court approves a higher and better offer
as a result of an auction, and (ii) bid protection in the
additional amount of $50,000.

In order to maximize the value of the Debtor's assets, the Debtor
asks the Court to approve bidding procedures governing the sale of
its assets.  Qualified bids for the Debtor's assets must be
submitted on or before Nov. 20, 2013.  The Debtor proposes to
conduct an auction on Dec. 2, at 10:00 a.m. (Central), and proceed
to a sale hearing on Dec. 4.

A hearing will be held on Oct. 16, 2013, at 9:30 a.m., for the
Court to consider approval of the bidding procedures motion.

The Debtor is represented by Howard L. Adelman, Esq., Erich S.
Buck, Esq., Alexander F. Brougham, Esq., at Adelman & Gettleman,
Ltd., in Chicago, Illinois.  The Purchaser is represented by
Greenberg Traurig, P.A.

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.


KHAN FAMILY: Can Hire Barnes Alford as Special Counsel
------------------------------------------------------
Kahn Family, LLC, sought and obtained permission from the U.S.
Bankruptcy Court for the District of South Carolina to employ
David G. Wolff, Esq., and the firm of Barnes, Alford, Stork &
Johnson, LLP, to serve as its special counsel, to be paid these
rates:

  David G. Wolff, Attorney      $255/hr.
  Senior Partners               $255/hr.
  Junior Partners               $225/hr.
  New Associates                $185/hr.
  Paralegals                    $115/hr.
  Law Clerks                     $90/hr.

Mr. Wolff attests that his firm is a "disinterested person" as
defined in 11 U.S.C. Section 101(14).

Mr. Wolff may be reached at:

         David G. Wolff, Esq.
         BARNES, ALFORD, STORK & JOHNSON, LLP
         1613 Main Street (29201)
         Post Office Box 8448
         Columbia, SC 29202
         Tel: (803) 799-1111
         Fax: (803) 254-1335

Counsel for the Kahn Family, LLC can be reached at:

         R. Geoffrey Levy
         LEVY LAW FIRM, LLC
         2300 Wayne Street
         Columbia, SC 29201
         Tel: (803) 256-4693
         Fax: (803) 799-5245

Kahn Family, LLC, and Kahn Properties South, LLC, filed bare-bones
Chapter 11 petitions (Bankr. D. S.C. Case Nos. 13-02354 and
13-02355) on April 22, 2013.  Kahn Family disclosed $50 million to
$100 million in assets and liabilities.  R. Geoffrey Levy, Esq.,
at Levy Law Firm, LLC, serves as the Debtors' counsel.  Bill
Quattlebaum, CPA of Elliott Davis, LLC, serves as its accountant.


KIDSPEACE CORP: Dec. 19 Hearing on Termination of Ombudsman
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Pennsylvania
ordered that the patient care ombudsman for Kidspeace Corporation,
et al., may operate in accordance with its duties as appointed by
the U.S. Trustee and will notice all of its applications for
compensation and compensation for its professionals for a hearing
before the Court.

In this relation, a follow-up hearing on the Debtors' motion to
terminate the PCO is scheduled for Dec. 19, 2013, at 11 a.m.

On Sept. 23, the U.S. Trustee asked the Court to deny the Debtors'
motion to terminate the U.S. Trustee's appointment of a PCO, or,
alternatively, to limit the scope of the appointment and cap fees
and expenses.

According to the U.S. Trustee, the PCO appears necessary to
protect some, if not all of the Debtors' clients.  While it is
understandable that the Debtors do not want to bear the costs
associated with the appointment of a PCO, the risk of potential
harm to the Debtors' clients, all of whom are very vulnerable and
incapable of protecting their own interests as health care
patients is too great to leave them without the protection a PCO
affords.

                      About KidsPeace Corp.

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

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

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

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

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

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

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

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

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


LAFAYETTE YARD: Sec. 341 Creditors' Meeting Set for Nov. 7
----------------------------------------------------------
The U.S. Trustee will convene a meeting of creditors pursuant to
11 U.S.C. 341(a) in the Chapter 11 case of Lafayette Yard
Community Development Corporation on Nov. 7, 2013, at 2:00 p.m.

The meeting will be held at Room 129, Clarkson S. Fisher
Courthouse.

Proofs of Claim are due by Feb. 5, 2014.

Lafayette Yard Community Development Corporation, owner of the
Lafayette Yard Hotel & Conference Center, previously called the
Trenton Marriott, sought protection under Chapter 11 of the
Bankruptcy Code on Sept. 23, 2013 (Case No. 13-30752, Bankr.
D.N.J.).  The Debtor is represented by Gregory G. Johnson, Esq.,
at Wong Fleming, Attorneys At Law, in Princeton, New Jersey; and
Robert L. Rattet, Esq., Dawn Kirby, Esq., and Julie Cvek Curley,
Esq., at Delbello Donnellan Weingarten Wise & Wiederkehr, LLP, in
White Plains, New York.


LEHMAN BROTHERS: SunCal Rebounds Five Years After Lehman Collapse
-----------------------------------------------------------------
"It was chaos." This is how SunCal Cos. President Stephan Elieff
described the impact of Lehman Brothers Holdings Inc.'s collapse
on the land developer.

Lehman had been the main lender of SunCal, one of the largest
U.S. land developers, during California's real-estate bubble.
When the company filed for Chapter 11 protection, SunCal was
forced to put 21 of its Lehman-backed projects into bankruptcy.

"You may have a decade-long relationship, you may be a strategic
client like we were, but once they go bankrupt, when you pick up
the phone there is no relationship any longer, there is no good
will," Mr. Elieff told The Wall Street Journal in an interview.
"That's just the way it works in bankruptcy."

SunCal and Lehman spent years in bankruptcy courts fighting over
control of the projects.  SunCal claimed the company reneged on a
promise to fund its real-estate projects to gain control of the
developments while Lehman blamed the developer for its failure to
maintain the projects.

In the end, Lehman's bankruptcy estate ended up with the bulk of
the projects, including Marblehead in San Clemente considered the
crown jewel of the SunCal portfolio.  Meanwhile, SunCal got five
of the Lehman-backed projects, according to the WSJ report.

Looking back, Mr. Elieff acknowledges that SunCal shouldn't have
pursued an exclusive partnership with Lehman.  "Our mistake, at
the end of the day, was to let ourselves get single-source
financed," the news agency quoted Mr. Elieff as saying.

Before entering into the arrangement, SunCal had teamed with a
number of firms in successful deals, including D.E. Shaw, Lone
Star Funds and the Carlyle Group.

Ironically, Mr. Elieff said, Lehman's collapse and the resulting
industry shakeup actually helped boost SunCal's fortunes.  For
years, SunCal had ridden California's boom-to-bust real-estate
cycles.

Five years after Lehman's bankruptcy, a leaner SunCal is back,
snatching up smaller parcels of land and readying them for home
builders.  The developer has moved beyond its Irvine, Calif.,
base, opening offices in New York, Washington, D.C., and Las
Vegas, and buying property in Nevada, Illinois, Virginia, Texas
and Georgia, according to the WSJ report.

                       About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was
the fourth largest investment bank in the United States.  For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 08-13555) on Sept. 15, 2008.  Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history.  Several other affiliates followed
thereafter.

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion.  Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees.  Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.

Lehman made its first payment of $22.5 billion to creditors in
April 2012, a second payment of $10.2 billion on Oct. 1, 2012,
and a third distribution of $14.2 billion on April 4, 2013.  The
brokerage is yet to make a first distribution to non-customers,
although customers are being paid in full.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates.


LEHMAN BROTHERS: Australia Investors Still Fighting for Payback
---------------------------------------------------------------
Some investors of Lehman Brothers Holdings Inc.'s Australian unit
that sunk money into collateralized debt obligations are still
fighting for payback and are reportedly having trouble getting
paid.

One of them is the City of Swan, an Australian township affected
when Lehman collapsed in 2008.  The township, with a population
over 120,000 in Western Australia, is owed about $4.5 million
after it sunk money into the CDOs.

Colin Cameron, an executive with the City of Swan, said the
township purchased its first CDO in 2004 that garnered a top
triple-A rating from ratings firms.  A firm called Grange
Securities Ltd., later acquired by Lehman Australia, told the
city it could get better returns than their prior investment and
the financial products could easily be sold if desired.  Over
time, this Lehman unit began managing the township's portfolio,
according to an article by Emily Glazer of The Wall Street
Journal.

Mr. Cameron said that after Lehman's fall, the township's
liquidity was "questionable" for a couple of years, reserves
built for aging infrastructure projects were lost, and new or
updated community projects like skate parks and libraries were
put on the back burner.

Those projects are "the fabric of the community," Mr. Cameron
said.  "It was about 10 years' worth of savings we want to chase
down every dollar we can."

Another investor affected by Lehman's collapse is Queensland-
based MontroseAccess, a nonprofit providing physical-disability
care that invested money with a unit of Lehman Brothers Australia
Ltd. in 2005.  The non-profit is owed more than $2.75 million --
an amount still being litigated, according to the WSJ article.

Darrel Bourke, chief executive of MontroseAccess, said the money
invested had been accumulated over 12 to 15 years.  "It was there
for future projects and really ongoing activity of the
organization," he said.

Meanwhile, some Lehman Australia customers with claims based on
their litigation against the company won't receive the same
payouts as non-litigating creditors such as hedge funds with
Lehman's brokerage and its U.K. unit Lehman Brothers International
Europe, according to John Walker, executive director of IMF
Australia Ltd.

Since Lehman's bankruptcy filing, more than $1.3 trillion of
claims have been filed against the company.  Meanwhile, $308.7
billion in claims have been allowed as of March 31, 2013.
Australian creditors allege their claims are worth between $400
million and $450 million.

                       About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was
the fourth largest investment bank in the United States.  For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 08-13555) on Sept. 15, 2008.  Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history.  Several other affiliates followed
thereafter.

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion.  Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees.  Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.

Lehman made its first payment of $22.5 billion to creditors in
April 2012, a second payment of $10.2 billion on Oct. 1, 2012,
and a third distribution of $14.2 billion on April 4, 2013.  The
brokerage is yet to make a first distribution to non-customers,
although customers are being paid in full.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates.


LEHMAN BROTHERS: Sues Tokyo Gas to Recover JPY1.35-Bil.
-------------------------------------------------------
Lehman Brothers Holdings Inc. filed a lawsuit against Tokyo Gas
Co., Ltd. to recover more than JPY1.35 billion owed to its
subsidiary under a swap deal.

Lehman Brothers Commodity Services Inc. only received JPY614.5
million instead of JPY1.96 billion, which Tokyo Gas should have
paid had the Japanese company "properly valued" their
transaction, the holdings company said in an 11-page complaint
filed last week with the U.S. Bankruptcy Court in Manhattan.

The Tokyo-based company was obliged to pay LBCS following the
early termination of their commodity swap deal triggered by the
2008 bankruptcy filing of the Lehman parent, which acted as LBCS'
credit support provider under the deal.

Tokyo Gas did not determine a "close-out amount" for the
commodity swap transaction on the early termination date,
according to Locke McMurray, Esq., at Jones Day, in New York.

The Lehman lawyer said the Japanese company applied instead
"extraneous" and "non-existent contractual terms" and valued the
transaction as of Sept. 22, 2008.

The lawsuit is Lehman Brothers Holdings Inc., Lehman Brothers
Commodity Services Inc. v. Tokyo Gas Co. Ltd., 13-01499, U.S.
Bankruptcy Court, Southern District of New York (Manhattan).

                       About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was
the fourth largest investment bank in the United States.  For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 08-13555) on Sept. 15, 2008.  Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history.  Several other affiliates followed
thereafter.

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion.  Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees.  Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.

Lehman made its first payment of $22.5 billion to creditors in
April 2012, a second payment of $10.2 billion on Oct. 1, 2012,
and a third distribution of $14.2 billion on April 4, 2013.  The
brokerage is yet to make a first distribution to non-customers,
although customers are being paid in full.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates.


LEHMAN BROTHERS: To Alter ADR Process for SPVS Claims
-----------------------------------------------------
Lehman Brothers Holdings Inc. asked the U.S. Bankruptcy Court in
Manhattan for green light to change an aspect of the so-called
"alternative dispute resolution procedure" that was implemented to
settle its derivatives claims against special purpose vehicles.

Lehman wants the procedure be further changed to provide that an
ADR proceeding may be instituted with respect to transactions
with 29 SPVs absent the commencement of an action, and absent a
pending ADR related to a particular derivatives transaction with
an SPV.  A list of these SPVs is available for free at:

                      http://is.gd/EPEOcq

The current procedure includes a requirement that there be a
pending action or that Lehman's bankruptcy estate already be
involved in ADR related to a particular derivatives deal with a
special purpose vehicle before ADR proceedings may be instituted.

The 29 SPVs represent a subset of the "relatively small number"
of derivatives deals that remain unresolved and are not the
subject of a pending mediation, according to Lehman's lawyer,
Jacqueline Marcus, Esq., at Weil Gotshal & Manges LLP, in New
York.

Lehman had unresolved disputes involving about 800 SPVs as of
Sept. 15, 2008.  Over the past five years, the SPV procedure has
allowed the company to end many of these disputes either
consensually or through mediation.

As of Sept. 9, 2013, there are only about 170 unresolved
derivatives transactions with SPVs.  Of these, about 50 are
subject to the procedure and several other transactions are in
various stages of settlement negotiation or final documentation
of settlement, according to court filings.

                       About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was
the fourth largest investment bank in the United States.  For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 08-13555) on Sept. 15, 2008.  Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history.  Several other affiliates followed
thereafter.

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion.  Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees.  Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.

Lehman made its first payment of $22.5 billion to creditors in
April 2012, a second payment of $10.2 billion on Oct. 1, 2012,
and a third distribution of $14.2 billion on April 4, 2013.  The
brokerage is yet to make a first distribution to non-customers,
although customers are being paid in full.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates.


LEHMAN BROTHERS: LBI Customers Required to Submit Documents
-----------------------------------------------------------
The U.S. Bankruptcy Court in Manhattan approved a procedure, which
requires customers of Lehman Brothers Holdings Inc.'s brokerage to
complete certain documents if they want to get paid of their
claims.

The trustee liquidating the Lehman brokerage is in the process of
distributing the remaining customer property to customers who have
not yet received full payment for their claims.

About 132 customers, owed about $17.6 million, have not yet
complied with the trustee's request for the documents.  Many of
these customers have claims valued below $1,000, according to
court papers.

                       About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was
the fourth largest investment bank in the United States.  For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 08-13555) on Sept. 15, 2008.  Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history.  Several other affiliates followed
thereafter.

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion.  Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees.  Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.

Lehman made its first payment of $22.5 billion to creditors in
April 2012, a second payment of $10.2 billion on Oct. 1, 2012,
and a third distribution of $14.2 billion on April 4, 2013.  The
brokerage is yet to make a first distribution to non-customers,
although customers are being paid in full.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates.


LEHMAN BROTHERS: U.K. Creditor to Get $1-Bil. From King, Elliott
----------------------------------------------------------------
Michael Bathon, substituting for Bloomberg bankruptcy columnist
Bill Rochelle, reports that an entity holding subordinated debt of
Lehman Brothers Holdings Inc.'s defunct U.K. unit agreed to
receive 650 million pounds ($1.05 billion) from creditors Elliott
Management Corp. and King Street Capital Management LP in exchange
for sharing claims against the Lehman business.

                        About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was
the fourth largest investment bank in the United States.  For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 08-13555) on Sept. 15, 2008.  Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history.  Several other affiliates followed
thereafter.

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion.  Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees.  Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.

Lehman made its first payment of $22.5 billion to creditors in
April 2012, a second payment of $10.2 billion on Oct. 1, 2012,
and a third distribution of $14.2 billion on April 4, 2013.  The
brokerage is yet to make a first distribution to non-customers,
although customers are being paid in full.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates.


LIGHTSQUARED INC: Revises Plan Outline to Resolve Objections
------------------------------------------------------------
LightSquared Inc. revised the disclosure statement explaining its
Chapter 11 reorganization plan, which proposes to sell assets of
the company and its affiliated debtors at an auction.

The revised plan outline includes additional language, which
resolves many of the objections raised by the proponents of rival
plans and creditors.

Earlier, a group of lenders and Mast Capital Management LLC
criticized the wireless-satellite company for not giving
sufficient information that would help creditors decide on whether
to support its proposed plan.

The lenders group, which filed a rival plan based largely on a
$2.2 billion offer for the so-called "LP" assets from Dish Network
Corp.'s subsidiary, complained that LightSquared's disclosure
statement omitted information about the offer, the company's
failed attempt to raise exit financing, among other things.

Meanwhile, Mast Capital proposed that additional language be
inserted into the disclosure statement, including a provision
allowing claims that stemmed from pre-bankruptcy credit
agreements, and requiring LightSquared to provide additional
disclosure describing how the sale proceeds will be allocated to
each bankruptcy estate for payment to creditors.

Mast Capital, along with U.S. Bank, filed a competing plan in
August, which calls for the sale of One Dot Six Corp.'s wireless
spectrum assets at an auction.

LightSquared's disclosure statement also drew flak from Centaurus
Capital LP and a creditors group led by Harbinger Capital Partners
SP Inc.

Centaurus complained that the wireless-satellite company did not
disclose the "significant increase in value" that would likely
occur upon approval of its applications before the Federal
Communications Commission, and the financial loss it would suffer
if its assets were sold prior to completion of the agency's review
of those applications.

Meanwhile, the Harbinger group asked for further disclosure about
the valuation of LightSquared's assets by the lenders and Mast
Capital, the risk that the wireless-satellite company will run out
of cash to operate when its authority to use cash collateral
expires, and the risk involved in the $2.2 billion offer from Dish
Network's subsidiary.

Full-text copies of LightSquared's revised plan and disclosures
are available for free at:

   http://bankrupt.com/misc/LightSquared_1stAmendGeneralDS.pdf
   http://bankrupt.com/misc/LightSquared_1stAmendSpecificDS.pdf
   http://bankrupt.com/misc/LightSquared_1stAmendPlan100713.pdf

                      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: Rival Plan Outlines Filed on Eve of Hearing
-------------------------------------------------------------
Michael Bathon, substituting for Bloomberg bankruptcy columnist
Bill Rochelle, reports that four competing reorganization plans,
and accompanying disclosure statements with outlines of the plans,
were filed by LightSquared Inc., Philip Falcone's Harbinger
Capital Partner LLC, a group of lenders to the LightSquared LP
unit and Mast Capital Management LLC and U.S. Bank NA.

According to the report, the plans were filed ahead of a hearing
today in Manhattan seeking approval from U.S. Bankruptcy Judge
Shelley Chapman of the disclosure statements, which would allow
creditors to vote on the proposals.

LightSquared, Falcone's bankrupt wireless-spectrum company, has
proposed a plan to sell almost all of its assets at auction while
the company seeks approval from the Federal Communications
Commission to use its airwaves.

The report notes that the lender group, which holds $1.4 billion
of the $1.7 billion in debt of LightSquared's LP unit, has a
similar plan calling for a sale.  A unit of Charlie Ergen's Dish
Network Corp. would make a lead, or stalking-horse, bid of
$2.2 billion.

The report relates that Harbinger's plan would reorganize
LightSquared without a sale.  U.S. Bank and Mast, a Boston-based
investment adviser, focused on the sale of a LightSquared unit,
One Dot Six.  A unit of Mast, which was LightSquared's bankruptcy
lender, would begin the auction by bidding an amount equal to the
company's debt under the loan, according to court papers.
LightSquared objected to the three rival plans, saying they will
waste resources of the bankruptcy estate.

                       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.


LILY GROUP: Complete Schedules of Assets and Debts Due Nov. 7
-------------------------------------------------------------
Lily Group Inc. obtained permission from the U.S. Bankruptcy Court
to extend the time to file its schedule assets and liabilities
until Nov. 7, 2013.

Lily Group Inc., the developer of an open-pit coal mine in Green
County, Indiana, filed a petition for Chapter 11 reorganization
(Bankr. S.D. Ind. Case No. 13-81073) on Sept. 23 in Terre Haute,
listing assets and debt both exceeding $10 million.  The Debtor is
represented by Courtney Elaine Chilcote, Esq., and David R. Krebs,
Esq., at Tucker, Hester, Baker & Krebs, LLC, in Indianapolis,
Indiana.


LOFINO PROPERTIES: Files for Bankruptcy Protection in Ohio
----------------------------------------------------------
Lofino Properties LLC, which owns retail stores, sought bankruptcy
protection from creditors (Bankr. S.D. Ohio Case No. 13-bk-34099)
without citing a reason.

Michael Bathon, substituting for Bloomberg bankruptcy columnist
Bill Rochelle, reports that the company, based in Dayton, Ohio,
listed assets of about $19.9 million and debt of about
$13.2 million, in Chapter 11 documents filed Oct. 4 in U.S.
Bankruptcy Court in its hometown.

The report notes that the company has about $17 million in real
estate and owed about $12.6 million in secured debt according to
its bankruptcy filing.  The company owes First Financial Bank NA
$5.8 million, secured by stores in a Dayton shopping center and
owes Glincy Real Estate Holdings LLC about $6.8 million on two
mortgages secured by retail grocery stores, court papers show.

The report discloses that the company made about $2.3 million in
2011, which dropped to about $2.15 million in 2012, and has made
$945,629 so far this year.  An affiliate Lofino's Colorado Foods
Inc. sought bankruptcy protection in October 2012.


LONE PINE: Receives Provisional Relief Under Ch. 15
---------------------------------------------------
Judge Brendan Linehan Shannon of the U.S. Bankruptcy Court for the
District of Delaware issued an order granting Lone Pine Resources
Inc., et al., provisional relief under Chapter 15 of the U.S.
Bankruptcy Code.

The initial order issued by the Court of Queen's Bench of Alberta
in the Debtors' proceeding under Canada's Companies' Creditors
Arrangement Act is enforced on an interim basis, including,
without limitation, staying the commencement or continuation of
any actions against the Debtors or their assets, and will be given
full force and effect in the United States until otherwise ordered
by the U.S. Bankruptcy Court.

The Foreign Representatives and the Debtors will be entitled to
the full protections and rights pursuant to Section 1519(a)(1) of
the U.S. Bankruptcy Code, which protections will be coextensive
with the provisions of Section 362 of the U.S. Bankruptcy Code.
Any execution against the Debtors' assets within the territorial
jurisdiction of the United States is stayed.

Calgary, Canada-based Lone Pine Resources Inc. is an independent
oil and gas exploration, development and production company with
operations in Canada.  The Company's reserves, producing
properties and exploration prospects are located in the provinces
of Alberta, British Columbia and Quebec, and in the Northwest
Territories.  The Company is incorporated under the laws of the
State of Delaware.

The Chapter 15 case is In re Lone Pine Resources Inc., 13-bk-
12487, U.S. Bankruptcy Court, District of Delaware (Wilmington).


MARLOW MANOR: AHFC Claim Should Be Grouped With Non-Insiders'
-------------------------------------------------------------
Bankruptcy Judge Herb Ross in Alaska denied approval of the
disclosure statement explaining Marlow Manor Downtown, LLC's
Second Amended Plan.  The Plan classifies the claim of Alaska
Housing Finance Corp. (AHFC) as Class 4 on a wholly unsecured
$1,325,000 promissory note, separate from various other noninsider
unsecured claims, which are grouped in Class 6. AHFC's loan
servicer, Wells Fargo, objected to the separate classification
under FRBP 3013.

Judge Ross said the classification is improper since the AHFC
claim is substantially similar to the separately classified,
noninsider unsecured creditors, and there is insufficient business
or economic reasons for the separate classification.  Rather, the
separate classification of the AHFC's claim is a disfavored
attempt to manipulate the voting on the plan to meet the
confirmation standard of having at least one class of noninsider
claims approve the plan.

The Court gave the Debtor until Nov. 12, 2013, to file an amended
disclosure statement and plan.

A copy of the Court's Oct. 9, 2013 Memorandum Decision is
available at http://is.gd/AGuasdfrom Leagle.com.

                        About Marlow Manor

To save an historic multi-story building in Anchorage from being
razed, Marc Marlow, through his family trust and with others,
started on a quest to renovate the building. It was originally to
be redesigned for use partly as 100 studio and one-bedroom
apartments (floors 5-14 of the building, called condo Unit A of
McKinley Tower) and partly for 52 units of senior assisted living
units (floors 2-4 and parts of the first floor, called condo Unit
B of McKinley Tower). Through an intricate and innovative
structure of financing premised on the preservation of blighted
properties, including Municipality of Anchorage tax forgiveness
and public funding, the project pencilled out.

Marlow Manor Downtown, LLC, filed for Chapter 11 bankruptcy
(Bankr. D. Alaska Case No. 12-00421) on July 9, 2012.  David H.
Bundy, Esq. -- dhb@alaska.net -- at David H. Bundy, PC, serves as
the Debtor's counsel.  It listed under $1 million in both assets
and debts.  A list of the Company's three largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/akb12-00421.pdf The petition was
signed by Marc A. Marlow, manager.

Gary Sleeper, Esq., represents Wells Fargo, the servicer for AHFC.


MI PUEBLO: Bank Balks at $320,000 Carve-Out in 3rd Interim Budget
-----------------------------------------------------------------
Wells Fargo Bank, N.A., objects to the budget for the two fiscal
week period from Oct. 7, 2013, through Oct. 20, 2013, that Mi
Pueblo San Jose, Inc., has proposed pursuant to the Third Interim
Cash Collateral Order entered in the case on Sept. 13, 2013.

Under the Third Interim Cash Collateral Order, the Debtor's
authorization to use cash collateral in which the Bank has an
interest runs through the end of the Debtor's current budget
period, on Oct. 6, 2013.

The Bank objects to the Debtor's proposed budget for the two
fiscal week period ending Oct. 20, 2013, on the grounds that, in
light of the Debtor's apparent precarious financial condition, it
is not reasonable or appropriate that the Debtor's Proposed Third
Interim Budget contain line item amounts of $320,000 in the
aggregate for payments to estate professionals out of the Bank's
cash collateral as part of a "carve-out" for those professionals.

According to the Bank, there is no reasonable or appropriate basis
on which the Bank's cash collateral should continue to be used to
pay estate professionals after Oct. 6, 2013, until the Debtor's
financial prospects and plans to address them are clarified.

                     About Mi Pueblo San Jose

Mi Pueblo San Jose, Inc., filed a Chapter 11 petition (Bankr. N.D.
Calif. Case No. 13-53893) in San Jose, California, on July 22,
2013.  An affiliate, Cha Cha Enterprises, LLC, sought Chapter 11
protection (Case No. 13-53894) on the same day.

In its amended schedules, Mi Pueblo disclosed $61,577,296 in
assets and $68,735,285 in liabilities as of the Petition Date.

Heinz Binder, Esq., at Binder & Malter, LLP, is the Debtor's
general reorganization counsel.  The Law Offices of Wm. Thomas
Lewis, sometimes doing business as Robertson & Lewis, is the
Debtor's special counsel.  Avant Advisory Partners, LLC serves as
its financial advisors.

The U.S. Trustee appointed seven members to the Official Committee
of Unsecured Creditors.  Protiviti Inc. serves as financial
advisor.  Stutman, Treister & Glatt P.C. serves as counsel to the
Committee.


MI PUEBLO: Bank Says Panel Statement on Proposed Budget Misplaced
-----------------------------------------------------------------
Wells Fargo Bank, N.A., filed this response to the Official
Committee of Unsecured Creditors of Mi Pueblo of San Jose, Inc.'s
statement regarding the Debtor's proposed budget for the two
fiscal week period ending Oct. 20, 2013:

1. On the Committee's short notice complaint.

   Any short notice of the Bank's position on the proposed budget
was due entirely to the lateness with which the Debtor presented
it to the Bank.  Thus, according to the Bank, this complaint is
misplaced.  "But it is also irrelevant: if, as the Debtor
projects, it is running out of cash, what does the timing of the
Debtor's budget request and the Bank's response to it have to do
with anything?  Again, the Committee says nothing about the
financial reality; instead, it complains about timing."

2. On the Committee's complaint that the prior cash collateral
budget(s) contained line items amounts for estate professionals
so, presumably, must the next ones.

   The premise of this Committee complaint is that having once
consented to some amount of "carve-out" for estate professionals
from Cash Collateral, the Bank is forever bound, whatever the
changed circumstances, to consent to not less than the same amount
of "carve-out" for those professionals, even for much shorter
periods of time.  According to the Bank, to state that premise
clearly is to show its absurdity.

   "The Debtor's circumstances have substantially changed for the
worse -- or, perhaps more accurately, the Debtor's seriously
precarious circumstances have now come more to light--since the
Bank consented to the Second Interim Budget.  This time, in light
of the just-delivered Base Case 13 Week Forecast and Worst Case 13
Week Forecast and the rapidly impending lack of operating cash
that those forecasts project, the Bank did not approve the
substantial line item amounts for the estate professionals.  This,
the Bank submitted and submits, is hardly unreasonable at this
point for the period after Oct. 6, 2013."

3. On the Committee's assertion that the Bank is "cutting-off"
payments to estate professionals.

   The Bank says the Committee ignores the fact that, under the
Third Interim Cash Collateral Order, (i) the $320,000 Carve Out
for the Second Interim Period provides for the payment of estate
professionals--including the Committee Counsel and the Committee
Financial Advisor--for the services they have rendered to date,
are now rendering, and may continue to render through Oct. 6,
2013; and (ii) that Carve Out will not be affected in any way by
the presence or absence in the budget for the Third Interim Period
of line item amounts for estate professionals for services
rendered after Oct. 6, 2013.  "This assertion is, thus, simply not
true."

The Bank concluded by saying:

"Based on the work that the Debtor's financial advisor has done so
far, work of which, presumably, the Committee, the Committee
Counsel, and the Committee Financial Advisor are fully aware,
notwithstanding the Bank's willingness to allow the use of the
Bank's cash collateral in the Debtor's operations, even in the
"base case", the Debtor is projected by its financial advisor to
have insufficient cash with which to operate, and, in the "worst
case", the Debtor is projected simply to run out of cash, in the
near future.  In these circumstances, there is no reasonable
or appropriate basis on which the Bank's cash collateral should
continue to be used to pay estate professionals going forward
after the end of the Second Interim Period?particularly, at this
point, for the two fiscal week Third Interim Period from October 7
through 20, 2013--until the Debtor's financial prospects and plans
to address them are clarified.

                   About Mi Pueblo San Jose, Inc.

Mi Pueblo San Jose, Inc., filed a Chapter 11 petition (Bankr. N.D.
Calif. Case No. 13-53893) in San Jose, California, on July 22,
2013.  An affiliate, Cha Cha Enterprises, LLC, sought Chapter 11
protection (Case No. 13-53894) on the same day.

In its amended schedules, Mi Pueblo disclosed $61,577,296 in
assets and $68,735,285 in liabilities as of the Petition Date.

Heinz Binder, Esq., at Binder & Malter, LLP, is the Debtor's
general reorganization counsel.  The Law Offices of Wm. Thomas
Lewis, sometimes doing business as Robertson & Lewis, is the
Debtor's special counsel.  Avant Advisory Partners, LLC serves as
its financial advisors.

The U.S. Trustee appointed seven members to the Official Committee
of Unsecured Creditors.  Protiviti Inc. serves as financial
advisor.  Stutman, Treister & Glatt P.C. serves as counsel to the
Committee.


MSD PERFORMANCE: Gets Court Approval to Sell Assets in November
---------------------------------------------------------------
Michael Bathon, substituting for Bloomberg bankruptcy columnist
Bill Rochelle, reports that MSD Performance Inc. won court
approval to sell virtually all its assets at a November auction.

According to the report, under the sale guidelines approved by
U.S. Bankruptcy Judge Peter Walsh, prospective buyers must submit
bids for the assets by Nov. 18, according to court papers filed
Oct. 1 in Wilmington, Delaware.  Objections to the sale must be
filed by Nov. 12.  If the company receives more than one qualified
bid, it will conduct an auction on Nov. 21, which will be followed
by a Nov. 26 hearing to seek approval of the highest and best
offer for the assets, according to court documents.

The company doesn't yet have a potential buyer lined up to set the
floor at the proposed auction, the report discloses.

                       About MSD Performance

MSD Performance, Inc., headquartered in El Paso, Texas, operates
in the power sports enthusiast and professional racer markets
where the company maintains leading market share positions across
all of its product categories under the MSD Ignition(R),
Racepak(R) and Powerteq(R) brands.  The company's facilities
encompass over 220,000 square feet in six buildings, five of which
are located across the U.S. and one in Shanghai, China.

MSD Performance and its U.S. affiliates sought Chapter 11
protection (Bankr. D. Del. Lead Case No. 13-12286) on Sept. 6,
2013.  Ron Turcotte signed the petitions as CEO.  The Debtors
estimated assets of at least $50 million and debts of at least
$100 million.

The Debtors' restructuring counsel is Jones Day.  Their investment
banker is SSG Advisors, LLC.  The Debtors are also represented by
Richards Layton and Finger, as local counsel.  Logan & Co. is the
claims and notice agent.


MUD KING: National Oilwell Barred From Pursuing State Court Action
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas
denied National Oilwell Varco, L.P.'s motion for relief from the
automatic stay to proceed with a state court action against Mud
King Products, Inc., and an employee defendant.

As reported in the Troubled Company Reporter on Sept. 20, 2013,
the Debtor opposed National Oilwell's motion for stay relief.
According to the Debtor, the automatic stay should not be
terminated to allow the NOV Litigation to proceed against the
Debtor or its employee defendants.

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

                      About Mud King Products

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

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


NATIONAL ENVELOPE: Claims Bar Date Set for Nov. 14
--------------------------------------------------
The general bar date and administrative claims bar date in the
bankruptcy case of National Envelope is set for Nov. 14, 2013, at
5:00 p.m.

The government bar date is set for Dec. 9, 2013.

National Envelope is the largest privately-held manufacturer of
envelopes in North America.  Headquartered in Frisco, Texas,
National Envelope has eight plants and 15 percent of the envelope
market.  Revenue of $427 million in 2012 resulted in a $60.1
million net loss, continuing an unbroken string of losses since
2007.

NE OPCO, Inc., doing business as National Envelope, along with
affiliate NEV Credit Holdings, Inc., filed petitions seeking
relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del.
Lead Case No. 13-11483) on June 10, 2013.

The company disclosed liabilities including $148.4 million in
secured debt, with $37.5 million owing on a revolving credit and
$15.6 million on a secured term loan.  There is a $55.7 million
second-lien debt 82 percent held by a Gores Group LLC affiliate.

National Envelope, then known as NEC Holdings Corp., first sought
Chapter 11 protection (Bankr. D. Del. Lead Case No. 10-11890) on
June 10, 2010.  The business was bought by Gores Group LLC for
$208 million in a bankruptcy sale.

National Envelope, through NE OPCO, has returned to bankruptcy to
pursue a plan of reorganization or sell the assets as a going
concern via 11 U.S.C. Sec. 363.  The Debtor plans to facilitate a
sale of the business with publicly traded competitor Cenveo Inc.

In the new Chapter 11 case, the company has tapped the law firm
Richards, Layton & Finger as counsel, PricewaterhouseCoopers LLP
as financial adviser, and Epiq Bankruptcy Solutions as claims and
notice agent.

The Gores Group is represented by Weil, Gotshal and Manges LLP and
Lowenstein Landler LLP.  Salus Capital Partners, the DIP agent, is
represented by Choate, Hall & Stewart LLP and Morris Nichols Arsht
& Tunnell LLP.   Wells Fargo Capital Finance, LLC, the prepetition
senior agent, is represented by Goldberg Kohn Ltd and DLA Piper.

The Official Committee of Unsecured Creditors is represented by
Pachulski Stang Ziehl & Jones LLP's Laura Davis Jones, Esq.,
Bradford J. Sandier, Esq., Robert J. Feinstein, Esq., and Peter J.
Keane, Esq.  Guggenheim Securities, LLC, serves as its investment
banker and financial advisor.

As reported in the TCR on July 25, National Envelope won court
approval on July 19 for a global settlement permitting a sale of
the company without objection from the official unsecured
creditors' committee.  The settlement ensures some recovery for
unsecured creditors.

The Company also won final approval for $67.5 million in
bankruptcy financing being supplied by Salus Capital Partners LLC.

The settlement will create a trust for unsecured creditors funded
with $250,000 over 10 weeks.  If a sale pays off the $67.5 million
of bankruptcy financing, the creditors' trust will receive another
$500,000.  From the first $4 million surplus after repaying
bankruptcy financing, secured lenders will receive 75 percent,
with the other 25 percent for unsecured creditors.  Secured
lenders will give 3 percent of additional sale proceeds to
unsecured creditors, all in return for the committee's agreement
to withhold objection to a sale.  The settlement creates a
separate $790,000 fund to be used in winding down the Chapter 11
case.

As reported in the TCR on August 26, NE Opco Inc., which does
business as National Envelope, struck a $65 million sales trifecta
Wednesday as the bankrupt envelope maker announced a series of
deals to parcel out its assets among three separate buyers.

The proposed transactions would see Connecticut-based printer
Cenveo Inc. acquire National Envelope's operating assets for
$25 million, Hilco Receivables LLC pick up accounts receivable for
$25 million and Southern Paper LLC take on its inventory for
$15 million, according to a sale motion filed in Delaware
bankruptcy court.


NAVISTAR INTERNATIONAL: To Offer $200 Million Convertible Notes
---------------------------------------------------------------
Navistar International Corporation plans to issue, subject to
market conditions, $200 million of senior subordinated convertible
notes due 2018.  In addition, the company will grant the initial
purchasers an option to purchase up to an additional $30 million
of convertible notes.  The company currently intends to use the
net proceeds from the offering, together with $270 million of
intercompany borrowings from its financing subsidiary, for general
corporate purposes, which may include funding capital expenditures
and repurchases of a portion of its outstanding 3.00 percent
senior subordinated convertible notes due 2014 in open market and
privately negotiated transactions at prices and in amounts based
on market conditions.

The convertible notes and the shares of the company's common stock
issuable upon conversion of the notes, if any, have not been, and
will not be, registered under the United States Securities Act of
1933, as amended, or the securities laws of any other jurisdiction
and may not be offered or sold in the United States absent
registration or an applicable exemption from registration
requirements.

The company only plans to offer the convertible notes to qualified
institutional buyers pursuant to Rule 144A under the Securities
Act.

In connection with the private offering, the Company disclosed
that in September 2013, the Company secured nearly 5,900 Class 6-8
truck orders, making it the Company's highest order receipt month
since December 2011.  The Company's orders for the month include
more than 2,100 Class 6/7 trucks with the Cummins ISB 6.7 liter
engine.  Navistar Class 6/7 order share is estimated at 31.7
percent for September, up from 18.8 percent in August.  For Class
8, order share is an estimated 17.4 percent for September, up from
16.6 percent in August.  The Company has received more than 11,500
orders for Cummins ISX engines since Dec. 1, 2012, and more than
6,000 orders for MaxxForce 13 engines with SCR since March 1,
2013.

Navistar said it will incur approximately $200 million of third-
party borrowings to fund in part an intercompany loan to a wholly-
owned indirect subsidiary of the Company of $270 million.

                   About Navistar International

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

Navistar incurred a net loss attributable to the Company of $3.01
billion for the year ended Oct. 31, 2012, compared with net income
attributable to the Company of $1.72 billion during the prior
year.  The Company's balance sheet at July 31, 2013, the Company
had $8.24 billion in total assets, $12.17 billion in total
liabilities and a $3.93 billion total stockholders' deficit.

                          *     *     *

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

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

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


NESBITT PORTLAND: Chapter 11 Plan Approved With Changes
-------------------------------------------------------
Law360 reported that a California bankruptcy judge confirmed on
Oct. 4 a third amended Chapter 11 reorganization plan filed by a
collective of Embassy Suites hotel operators with secured lender
U.S. Bank NA, sustaining objections brought by two Hilton
Worldwide Inc. affiliates and overruling others.

According to the report, the order confirming the amended plan
comes just after HLT Existing Franchise Holding LLC and Embassy
Suites Franchise LLC objected to the reorganization plan, arguing
that it would wrongly require them to alter their standard
agreements to suit U.S. Bank.

             About Nesbitt Portland Property et al.

Windsor Capital Group Inc. CEO Patrick M. Nesbitt sent hotel-
companies to Chapter 11 bankruptcy to stop a receiver named by
U.S. Bank National Association from taking over eight hotels,
seven of which are operated as Embassy Suites brand hotels.  The
eighth hotel, located in El Paso, Texas, was previously operated
as an Embassy Suites hotel, but lost its franchise agreement.
The eight hotels were pledged by the Debtors as collateral for the
loans with U.S. Bank.

According to http://www.wcghotels.com/Santa Monica-based Windsor
Capital owns and/or operates 23 branded hotels in 11 states across
the U.S.  Windsor Capital is the largest private owner and
operator of Embassy Suites hotels.

In the case U.S. Bank vs. Nesbitt Bellevue Property LLC, et al.
(S.D.N.Y. 12 Civ. 423), U.S. Bank obtained approval from the
district judge in June to name Alan Tantleff of FTI Consulting,
Inc., as receiver for:

* Embassy Suites Colorado Springs in Colorado;
* Embassy Suites Denver Southeast in Colorado;
* Embassy Suites Cincinnati - Northeast in Blue Ash, Ohio;
* Embassy Suites Portland - Washington Square in Tigard, Oregon;
* Embassy Suites Detroit - Livornia/Novi in Michigan;
* Embassy Suites El Paso in Texas;
* Embassy Suites Seattle - North/Lynwood in Washington; and
* Embassy Suites Seattle - Bellevue in Washington

The receiver obtained district court permission to engage Crescent
Hotels and Resorts LLC to manage the eight hotels.  But before Mr.
Adam could take physical possession of the properties and take
control of the Hotels, the eight borrowers filed Chapter 11
petitions (Bankr. C.D. Cal. Lead Case No. 12-12883) on
July 31, 2012, in Santa Barbara, California.

The debtor-entities are Nesbitt Portland Property LLC; Nesbitt
Bellevue Property LLC; Nesbitt El Paso Property, L.P.; Nesbitt
Denver Property LLC; Nesbitt Lynnwood Property LLC; Nesbitt
Colorado Springs Property LLC; Nesbitt Livonia Property LLC; and
Nesbitt Blue Ash Property LLC.

Bankruptcy Judge Robin Riblet presides over the cases.  The
Jonathan Gura, Esq., and Peter Susi, Esq., at Susi & Gura, PC; and
Joseph M. Sholder, Esq., at Griffith & Thornburgh LLP, represent
the Debtor as counsel.  Alvarez & Marsal North American, LLC,
serves as financial advisors.

Attorneys at Kilpatrick Townsend & Stockton LLP represented the
Debtors in the receivership case.

U.S. Bank National Association, as Trustee and Successor in
Interest to Bank of America, N.A., as Trustee for Registered
Holders of GS Mortgage Securities Corporation II, Commercial
Mortgage Passthrough Certificates, Series 2006-GG6, acting by and
through Torchlight Loan Services, LLC, as special servicer, are
represented in the case by David Weinstein, Esq., and Lawrence P.
Gottesman, Esq., at Bryan Cave LLP.

On Sept. 5, 2012, the Debtors filed with the Court their schedules
of assets and liabilities.  Nesbitt Portland scheduled
$29.4 million in assets and $192.3 million in liabilities.
Nesbitt Portland's hotel property is valued at $27.19 million, and
secures a $191.9 million debt to U.S. Bank.


NNN 3500: Files Schedules of Assets and Liabilities
---------------------------------------------------
NNN 3500 Maple 1 LLC filed with the Bankruptcy Court its schedules
of assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $46,700,000
  B. Personal Property              $465,608
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $46,049,022
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $501,854
                                 -----------      -----------
        TOTAL                    $47,165,608      $46,550,876

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

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


NORTHERN BEEF PACKERS: U.S. Trustee Withdraws Conversion Motion
---------------------------------------------------------------
On Sept. 23, 2013, Assistant U.S. Trustee James Snyder withdrew
his motion to convert Northern Beef Packers Limited Partnership's
Chapter 11 case to one under Chapter 7 of the Bankruptcy Code.

In a response filed Sept. 20, 2013, to the Conversion Motion, the
Debtor said that the Court has now approved post-petition
financing that will allow it to administer its Chapter 11 case for
the benefit of all creditors.  Thus, according to the Debtor, the
concerns expressed by the U.S. Trustee have therefore been
resolved, and conversion is no longer in the best interests of the
estate.

The Official Committee of Unsecured Creditors of the Debtor
concurred with the Debtor's motion.

         About Northern Beef Packers Limited Partnership

Northern Beef Packers Limited Partnership, which operates a beef
processing facility that opened in October 2012, filed for
Chapter 11 relief (Bankr. D.S.D. Case No. 13-10118) on July 19,
2013.  Karl Wagner signed the petition as chief financial officer.
Judge Charles L. Nail, Jr., presides over the case.  The Debtor
estimated assets of at least $50 million and debts of at least
$10 million.  James M. Cremer, Esq., at Bantz, Gosch, & Cremer,
L.L.C., serves at the Debtor's counsel.  Steven H. Silton, Esq.,
at Cozen O'Connor serves as co-counsel.  Lincoln Partners Advisors
LLC serves as financial advisors.

The U.S. Trustee has appointed five members to the Official
Committee of Unsecured Creditors in the case.  Robbins, Salomon &
Patt, Ltd. serves as it lead counsel.  Patrick T. Dougherty serves
as its local counsel.

White Oak Global Advisors, LLC, is providing postpetition
financing.  White Oak has extended a $47 million credit bid for
the Debtor's assets.  White Oak is the Debtor's largest secured
creditor as of July 19, 2013, the petition date, with a disputed
claim of over $64 million.


NORTHERN BEEF: Has Final OK for $2.25MM White Oak Secured Credit
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of South Dakota has
granted Northern Beef Packers Limited Parnership's final request
for authority to obtain secured credit of up to $2,250,000.00 from
White Oak Global Advisors, LLC, on the terms and conditions and
for the purposes set forth in the motion, the revised stipulation,
and the amended budget, except as follows:

(1) Paragraph J.(15) of the revised stipulation titled "Limitation
on Objections to [Pre-petition] Indebtedness." is modified to
provide "... shall have until 90 days after Agent files its proof
of claim (collectively, the "Objection Deadline") within which
....";

(2) No provision in the motion or the revised stipulation may
alter the terms or application of 11 U.S.C. Sections 507 or 510;
and

(3) Debtor's use of the authorized funds will not, absent an order
from this Court, deviate from the amended budget.

       Ad Hoc Committee Files Supplement to Prior Objection

On Sept. 24, 2013, the Ad Hoc Committee of EB-5 Investors, for
final hearing purposes, filed a supplement to tits prior objection
to Debtor's motion for Secured Post-Petition Financing.

The EB-5 Committee asked the Bankruptcy Court to:

1. Give preference to courses of action that best preserve the
interests of EB-5 Investors; and

2. Limit White Oak's credit bidding rights to $30 million.

         About Northern Beef Packers Limited Partnership

Northern Beef Packers Limited Partnership, which operates a beef
processing facility that opened in October 2012, filed for
Chapter 11 relief (Bankr. D.S.D. Case No. 13-10118) on July 19,
2013.  Karl Wagner signed the petition as chief financial officer.
Judge Charles L. Nail, Jr., presides over the case.  The Debtor
estimated assets of at least $50 million and debts of at least
$10 million.  James M. Cremer, Esq., at Bantz, Gosch, & Cremer,
L.L.C., serves at the Debtor's counsel.  Steven H. Silton, Esq.,
at Cozen O'Connor serves as co-counsel.  Lincoln Partners Advisors
LLC serves as financial advisors.

The U.S. Trustee has appointed five members to the Official
Committee of Unsecured Creditors in the case.  Robbins, Salomon &
Patt, Ltd. serves as it lead counsel.  Patrick T. Dougherty serves
as its local counsel.

White Oak Global Advisors, LLC, is providing postpetition
financing.  White Oak has extended a $47 million credit bid for
the Debtor's assets.  White Oak is the Debtor's largest secured
creditor as of July 19, 2013, the petition date, with a disputed
claim of over $64 million.


OCZ TECHNOLOGY: Crowe Horwath Raises Going Concern Doubt
--------------------------------------------------------
OCZ Technology Group, Inc., filed on Oct. 7, 2013, its annual
report on Form 10-K for the fiscal year ended Feb. 28, 2013.

Crowe Horwath LLP, in Sacramento, California, expressed
substantial doubt about OCZ Technology's ability to continue as a
going concern.  The independent auditors noted that the Company
has incurred recurring operating losses and negative cash flows
from operating activities since inception through Feb. 28, 2013.
In addition, the Company had an accumulated deficit of
$310.7 million as of Feb. 28, 2013.  Crowe Horwath adds that
through Feb. 28, 2013, the Company has not generated sufficient
cash from operations and has relied primarily on the proceeds from
equity offerings and debt financing such as increased trade terms
from vendors and credit facilities to finance its operations.

The Company reported a net loss of $125.8 million on
$334.0 million of net revenue for the year ended Feb. 28, 2013,
compared with a net loss of $123.5 million on $310.2 million of
net revenue for the year ended Feb. 29, 2012.

The Company's balance sheet at Feb. 28, 2013, showed $78.8 million
in total assets, $52.5 million in total liabilities, and
stockholders' equity of $26.3 million.

A copy of the Form 10-K is available at http://is.gd/DR3E8E

San Jose, Calif.-based OCZ Technology Group, Inc. (Nasdaq: OCZ)
designs, manufactures, and distributes high-performance solid-
state storage solutions and premium computer components.


OCZ TECHNOLOGY: Incurs $13.2-Mil. Net Loss in May 31 Quarter
------------------------------------------------------------
OCZ Technology Group, Inc., filed on Oct. 7, 2013, its quarterly
report on Form 10-Q, reporting a net loss of $13.2 million on
$55.3 million of net revenue for the three months ended May 31,
2013, compared with a net loss of $24.5 million on $76.5 million
of net revenue for the three months ended May 31, 2012.

The Company's balance sheet at May 31, 2013, showed $70.1 million
in total assets, $55.0 million in total liabilities, and
stockholders' equity of $15.1 million.

"The Company has incurred recurring operating losses and negative
cash flows from operating activities since inception through
May 31, 2013, and the Company had an accumulated deficit of
$323.9 million as of May 31, 2013.  Through May 31, 2013, the
Company has not generated sufficient cash from operations and has
relied primarily on the proceeds from equity offerings and debt
financing such as increased trade terms from vendors and credit
facilities to finance its operations.

"Further, the Company is currently not in compliance with certain
of its lending covenants, including certain minimum operating
ratios, and there can be no assurances that the Company will be
able to obtain a waiver for non-compliance and comply with these
covenants in the future

"If lenders were to exercise their rights to accelerate the
indebtedness outstanding, the Company would be required to secure
additional financing, which would have a material adverse effect
on the Company's business, liquidity and financial condition.
This and other factors included above raise substantial doubt
about the Company's ability to continue as a going concern."

A copy of the Form 10-Q is available at http://is.gd/FUa0xR

San Jose, Calif.-based OCZ Technology Group, Inc. (Nasdaq: OCZ)
designs, manufactures, and distributes high-performance solid-
state storage solutions and premium computer components.


OGX PETROLEO: Liquidation Signaled in Bond Market Trading
---------------------------------------------------------
Michael Bathon, substituting for Bloomberg bankruptcy columnist
Bill Rochelle, reports that Eike Batista's OGX Petroleo & Gas
Participacoes SA is trading in the bond market as if it will be
liquidated after an audit showed reserves at the company's main
oil field are 62 percent less than it had estimated.

According to the report, OGX's $2.56 billion of notes due 2018
have sunk 8.9 cents to a record 6 cents on the dollar after
reserves-auditing firm DeGolyer & MacNaughton said Oct. 3 the
Brazilian company's Tubarao Martelo field may hold as much as
108.5 million barrels of crude, compared with an OGX estimate of
285 million last year.

The report notes that the notes have plunged 93 percent in 2013,
the most in emerging markets.  OGX is considering filing for
bankruptcy protection this month after missing a $45 million
interest payment on its 2022 bonds Oct. 1, said two people with
knowledge of the matter.

The report relates that the bond prices indicate creditors expect
OGX will be liquidated in bankruptcy, increasing the risk
investors including Pacific Investment Management Co. will fail to
recover any money, according to Western Asset Management Co. and
SW Asset Management LLC.

The report discloses that the bankruptcy filing would be done in
Rio de Janeiro, where OGX is based, said the people, asking not to
be identified as discussions are private.  While Batista is
negotiating with creditors to avoid the same process for
shipbuilder OSX Brasil SA, the most likely outcome is that both
companies will seek legal protection, they said.  The proceedings
would put $3.6 billion of OGX dollar bonds into default in Latin
America's largest corporate debt debacle.

                         About OGX Petroleo

Based in Rio de Janeiro, Brazil, OGX Petroleo e Gas Participaaoes
S.A. is an independent exploration and production company with
operations in Latin America.


OSX BRASIL: Batista Lenders Said to Weigh Ship Seizures
-------------------------------------------------------
Michael Bathon, substituting for Bloomberg bankruptcy columnist
Bill Rochelle, reports that OSX Brasil SA bank creditors are
considering taking possession of two vessels used as collateral on
loans to Eike Batista's shipbuilding company.

The report, which cites six people with direct knowledge of the
matter, said banks are talking to advisers and OSX officials to
evaluate whether they should execute guarantees if the oil-
producing sister company goes into default, which would trigger
cross default clauses on OSX debt.  OSX borrowed $1.27 billion
from 12 banks including Banco Santander SA and DVB Group Merchant
Bank (Asia) Ltd. and is still negotiating to avoid filing for
bankruptcy protection, one of the people said.

The report notes that OSX already hired Credit Suisse Group AG to
help sell the OSX-1 and OSX-2 platforms that guarantee the loans,
the people said.  Creditors would enter that process as they seek
to avert losses after OGX Petroleo & Gas Participacoes SA missed a
$45 million Oct. 1 bond payment that puts Batista on the brink of
Latin America's biggest corporate default after oil deposits he
valued at $1 trillion turned out to be commercial failures.

OGX, the centerpiece of Batista's commodities group, is
considering filing for bankruptcy protection by the end this
month, two people with direct knowledge said last week, according
to Bloomberg News.


PACIFIC THOMAS: Oct. 17 Plan Outline Hearing Set
------------------------------------------------
The hearing to consider the adequacy of the Second Amended
Disclosure Statement filed by Pacific Thomas Corporation in
support of its Second Amended Chapter 11 Plan of Reorganization
dated Oct. 4, 2013, is scheduled for Oct. 17, 2013, at 10:30 a.m.

According to the Disclosure Statement, the Plan is a combination
refinancing and restructuring plan.  The Proponent seeks to
refinance some secured claims under either an Option A or Option B
loan amount and the balance of plan payments to be accomplished by
restructuring notes within sixty months.

Secured creditors will be paid the present value of their secured
claim at a market interest rate through proceeds from the
Thorofare Capital refinance loan and/or a sixty month restructured
note payable from net income generated by the Reorganized Debtor,
or, with regard to Jacol and PMF, a stipulated pay-off or pay-down
amount, through the Thorofare Capital refinance loan.

Unsecured creditors 6A (Non-Insider Trade Creditor Unsecured
Claims) and 6B (Non-Insider Business Unsecured Claims of Summit
Bank and Jacol) will be paid the proposed plan amounts over sixty
months.

Class 7 insiders will have their existing shares of Pacific Thomas
Corporation cancelled and will be issued new shares in the
Reorganized Debtor, a newly organized entity, in exchange for a
new value investment from the sale of unrelated real estate
property in Hawaii.

The Effective Date of the proposed Plan is projected to be
Dec. 15, 2013.  The first payment due under the plan based upon
the projected Effective Date is Jan. 15, 2014; the pay-off and
pay-down payments will be due within two (2) court days of the
funding of Debtor's refinance loan.

Counsel for the Debtor may be reached at:

         Anne-Leith Matlock, Esq.
         K. Brian Matlock, Esq.
         Kathrin Dimas, Esq.
         MATLOCK LAW GROUP, P.C.
         1485 Treat Blvd., Suite 200
         Walnut Creek, CA 94597
         Tel: (925) 944-7131
         Fax: (925) 944-7138
         E-mail: anne-leith@matlocklawgroup.com

A copy of the Second Amended Disclosure Statement is available at:

          http://bankrupt.com/misc/PACIFIC_THOMAS_2ds.pdf

                    About Pacific Thomas Corp.

Walnut Creek, California, Pacific Thomas Corporation filed a
Chapter 11 petition (Bankr. N.D. Cal. Case No. 12-46534) in
Oakland on Aug. 6, 2012, estimating in excess of $10 million in
assets and liabilities.

The Debtor is related to Pacific Thomas Capital, which specializes
in real estate services, focusing on the investment, ownership and
development of commercial real estate properties, according to
http://www.pacificthomas.com/ Real estate activities has spanned
throughout the Hawaiian Islands as well as U.S. West Coast
locations in California, Nevada, Arizona and Utah.  Hawaii based
activities are managed under the name Thomas Capital Investments.

Bankruptcy Judge M. Elaine Hammond presides over the case.  Anne-
Leith Matlock, Esq., at Matlock Law Group, P.C., serves as general
counsel.  The petition was signed by Jill V. Worsley, COO,
secretary.  Kyle Everett was named Chapter 11 trustee of the
Debtor.  Craig C. Chiang, Esq., at Buchalter Nemer, P.C., in San
Francisco, Calif., represents the Chapter 11 trustee as counsel.

In its schedules, the Debtor disclosed $19,960,679 in assets and
$16,482,475 in liabilities as of the petition date.


PARADE PLACE: Files for Bankruptcy Protection in New York
---------------------------------------------------------
Michael Bathon, substituting for Bloomberg bankruptcy columnist
Bill Rochelle, reports that Parade Place LLC, which owns
properties in New York, sought bankruptcy protection from
creditors (Bankr. S.D.N.Y. Case No. 13-13160) blaming the economy
and Harlem real estate market.

According to the report, the company, based in Brooklyn, New York,
listed debt of about $24.6 million and assets of about $3.7
million in Chapter 11 documents filed Sept. 27 in U.S. Bankruptcy
Court in Manhattan.

"Parade's financial difficulties were caused by, among other
things, the general economic climate and the financial crisis'
effect on the Harlem real estate market," the company said in
court documents.  The purpose of the bankruptcy filing "is to
preserve the assets of Parade for the benefit of creditors and
equity holders."

The report notes that Parade owns property located at 69 East
125th St., which it estimates is valued at $1.6 million, 71 East
125th St., which it believes is worth, $1.3 million and 58 East
126th St., which has an estimated value of $800,000, court papers
show.  The properties are vacant.  An affiliate, 75 East 125th
LLC, which sought bankruptcy protection Sept. 23, owns property at
75 East 125th St.  The properties comprise a partially completed
development site.

The company is seeking joint administration of both bankruptcy
cases.


PERSONAL COMMUNICATIONS: May Continue Retention Bonus Program
-------------------------------------------------------------
The Hon. Alan S. Trust of the U.S. Bankruptcy Court for the
Eastern District of New York authorized Personal Communications
Devices, LLC, et al., to continue their prepetition retention
bonus program.

As reported in the Troubled Company Reporter on Aug. 30, 2013,
the Debtors sought authority from the Bankruptcy Court to make
payments to non-insider employees pursuant to their prepetition
retention bonus program.

In September 2012, the Debtors implemented the Retention Program
to induce the their employees to remain with the company.  Under
the Retention Program, the Debtors offered each of their employees
an increase in their base pay, along with two additional payments,
made in six-month intervals, provided that the employee remained
with the company through September 1, 2013.  The additional
payments ranged from a total of 40% to 100% of that employee's
annual base pay, with the first payment due and paid in March
2013.  The Board subsequently modified the Retention Program
to divide the second installment into three periods, paying the
amount payable for the first period from March 1 to June 13 on
June 14, 2013, and paying the amount payable for the second period
from June 14 to July 29 on July 29, 2013.  The remaining amounts
due under the Retention Program will vest on September 1, 2013 and
be payable on September 2, 2013.  However, if an employee is
terminated other than "for cause," the remaining amounts due under
that employee's Retention Agreement vest, and become payable upon
termination.

The Debtors stated that if all non-insider employees who executed
a retention agreement remain employed for the full term of the
agreement, approximately $461,564 will be due and owing.

Emanuel C. Grillo, Esq., Matthew L. Curro, Esq., and Christopher
Newcomb, Esq., at GOODWIN PROCTER LLP, in New York; and Frank A.
Oswald, Esq., David A. Paul, Esq., and Leo Muchnik, Esq., at
TOGUT, SEGAL & SEGAL LLP, in New York.

                             About PCD

Personal Communications Devices LLC and an affiliate, Personal
Communications Devices Holdings, LLC, filed for Chapter 11
bankruptcy (Bankr. E.D.N.Y. Case No. 13-74303) on Aug. 19, 2013,
in Central Islip, N.Y.  The Debtor disclosed $247,952,684 in
assets and $284,985,134 in liabilities as of the Chapter 11
filing.

PCD -- http://www.pcdphones.com-- provides both carriers and
manufacturers an array of product life cycle management services
that includes planning and development; inventory; technical
testing; quality control; forward and reverse logistics; sell-in
and sell-thru, marketing & warranty support.  Its extensive
portfolio of high-quality and versatile wireless devices includes
feature phones, smart phones, tablets, mobile hotspots, modems,
routers, fixed wireless, M2M, GPS, and other innovative wireless
connectivity devices and accessories.  PCD is based in Hauppauge,
New York; and maintains operations facilities in Brea, California;
and Toronto, CA.

PCD filed for bankruptcy with a deal to sell the operations to
Quality One Wireless LLC for $105 million, absent a higher bid at
auction.

Bankruptcy Judge Alan S. Trust oversees the case.  Attorneys at
Goodwin Procter, LLP and Togut, Segal & Segal, LLP serve as
counsel to the Debtors.  Epiq Bankruptcy Solutions, LLC, is the
claims and notice agent.  BG Strategic Advisors, LLC, is the
financial advisor.  Richter Consulting, Inc., is the investment
banker.

The petitions were signed by Raymond F. Kunzmann as chief
financial officer.

Q1W is advised by Raymond James and Associates, Inc. and Munsch
Hardt Kopf & Harr, P.C.

A three-member official committee of unsecured creditors was
appointed in the Chapter 11 case.  The Committee retained FTI
Consulting, Inc., as financial advisor, and Perkins Coie LLP as
counsel.


QMX GOLD: Signs Waiver & Amendment Agreement with Third Eye
-----------------------------------------------------------
QMX Gold Corporation on Oct. 9 disclosed that it has signed a
Waiver and Amendment Agreement related to the Bridge Financing
provided by Third Eye Capital Corporation.  As part of the
Agreement, QMX Gold has transferred a $1,000,000 Security Deposit
to Third Eye to cover unpaid and accrued interest calculated to
date as well as a waiver fee.  The remaining balance will be used
to prepay interest through to the maturity date and to prepay a
portion of the principal due at maturity.

The Security Deposit was paid to Third Eye from the $1,000,000
cash deposit received from Liberty Mines Inc. in respect of the
execution of the definitive purchase agreement for the Snow Lake
Mine as announced on October 2, 2013.

The pending sale of the Snow Lake Mine to Liberty Mines is
expected to be completed on or before November 25, 2013 and the
additional proceeds of $19,000,000, payable on the closing will be
used to pay the remaining debt obligation to Third Eye and for
general working capital purposes.  If Liberty elects to extend the
terms of the Definitive Agreement, provisions have been made
between QMX Gold and Third Eye to allow for the extension of the
original maturity date, at Third Eye's option, subject to a
monthly monitoring fee.

Pursuant to the Agreement, subject to approval of the Toronto
Stock Exchange, QMX has agreed that it will re-issue the 2,900,000
warrants to acquire common shares of the Company previously
granted to Third Eye at a new exercise price of $0.0465 (or such
other price as may be adjusted by the Toronto Stock Exchange),
which represents the five-day VWAP of the common shares of the
Company as traded on the Toronto Stock Exchange immediately prior
to execution of the Agreement.  The warrants will expire on their
original expiry date of November 28, 2015.

In addition, Third Eye has waived the covenant breach that
occurred June 30, 2013 as outlined in the press release dated
August 15, 2013 and accordingly, the Company has regained access
to its bank accounts.

Headquartered in Toronto, Canada, QMX Gold Corporation, formerly
Alexis Minerals Corporation, -- http://www.alexisminerals.com--
is a mining company focused on exploration and mine development.


RADIATION THERAPY: Moody's Rates New $90MM Sr. Secured Loan 'Ba3'
-----------------------------------------------------------------
Moody's Investors Service assigned Ba3 ratings to Radiation
Therapy Services, Inc's ("RTS") new $90 million senior secured
term loan and amended $100 million revolving credit facility.
Concurrently, Moody's affirmed the company's B3 corporate family
rating, B3-PD probability of default rating, and Caa2 on the
9.875% senior subordinated notes. The company's 8.875% senior
secured 2nd lien notes were downgraded to B2 from B1 per Moody's
Loss Given Default methodology. The company's speculative grade
liquidity rating of SGL-3, representing adequate liquidity, was
also affirmed. The outlook remains stable.

Proceeds from the new term loan, as well as the assumption of
approximately $82.5 million of amended OnCure Holdings, Inc.
("OnCure") 11.75% notes, are to be used to complete the purchase
of OnCure for $125 million, which is anticipated to close in
October 2013.

The following rating actions were taken:

$100 million senior secured revolving credit facility, due October
15, 2016, assigned Ba3 (LGD1, 1%);

$90 million senior secured term loan, due October 15, 2016,
assigned Ba3 (LGD1, 7%);

$350 million 8.875% senior secured 2nd lien notes, due January 15,
2017, downgraded to B2 (LGD3, 42%) from B1 (LGD3, 30%);

$376.3 million 9.875% senior subordinated notes, due April 15,
2017, affirmed at Caa2 (LGD5, 83%) from Caa2 (LGD5, 79%);

Corporate family rating, affirmed at B3;

Probability of default rating, affirmed at B3-PD;

Speculative grade liquidity rating, affirmed at SGL-3.

The rating on the company's previous $140 million revolving credit
facility has been withdrawn.

Ratings Rationale:

The B3 corporate family rating reflects the company's aggressive
financial policy including a debt financed growth strategy that is
expected to continue to stress RTS' highly leveraged capital
structure and negative free cash flow. Moody's anticipates RTS'
debt leverage will continue to remain elevated post the
acquisition of OnCure and that the company's free cash flow will
be pressured due to an increase in capital expenditures, weakly
positioning the company within the B3 rating category. Credit
metric improvement is expected to be limited due to future
reimbursement rates and prostate volumes remaining below historic
levels highlighting the risks associated with RTS' revenue
concentration by treatment and payor. At the same time, the rating
positively reflects the company's ability to manage its costs and
an improvement in terms and conditions in commercial payor
contracts that are expected to help mitigate Medicare
reimbursement reductions. The rating also benefits from RTS'
competitive industry position and technology platform. The rating
is further supported by Moody's expectation for the company's
clustered facility strategy and integrated cancer care ("ICC")
business model to generate same facility volume growth over the
longer term, the company's pricing advantage versus hospitals, and
the growth in non-prostate treatments.

The stable outlook reflects Moody's expectation that the company
will maintain an adequate liquidity profile and manage future
reductions in reimbursement rates. Further, the stable outlook
assumes the company will maintain its strong market position.

The ratings could be downgraded if the company's revenue and/or
volume decline more than 10% on an ongoing basis, liquidity
position deteriorates such as revolving credit facility
availability falls below $50 million, debt leverage remains over
7.5 times on a sustained basis, and interest coverage EBITDA-
CAPEX-to-interest expense remains below 1 times on a sustained
basis. Additionally, if there are declines in Medicare
reimbursement rates beyond those currently anticipated or if the
company were not able to generate positive free cash flow in 2015,
Moody's could downgrade the ratings.

The ratings could be upgraded if the company's debt-to-EBITDA were
to decline on a sustained basis below 5.5 times and free cash flow
to debt increase on a sustained basis above 2%. A ratings upgrade
would also have to be supported by a stable reimbursement
environment, steady or improving treatment volumes, and the
maintenance of a good liquidity profile.

Radiation Therapy Services, Inc. ("RTS") owns and operates
radiation treatment facilities in the US and Latin America. The
company's revenue for the last twelve months ended June 30, 2013
was approximately $680 million. RTS is majority owned by Vestar
Capital and management.


REGIONS FINANCIAL: DBRS Assigns 'B' Preferred Stock Rating
----------------------------------------------------------
DBRS Inc. has confirmed its ratings for Regions Financial
Corporation and Regions Bank, its bank subsidiary, including its
BBB Issuer & Senior Debt rating.  At the same time, DBRS assigned
a B(high) rating to Regions' recently issued preferred stock.
DBRS also discontinued the ratings of the Company's trust
preferred securities, which were redeemed.  The trend for all
ratings is Stable.  These rating actions follow a detailed review
of the Company's operating results, financial fundamentals and
future prospects.

The ratings confirmation and Stable trend reflect Regions'
geographically diverse, appealing, and well-entrenched banking
franchise, its ample funding position, and its solid capital
profile.  Ratings also consider the Company's relatively sound
asset quality, which still lags similarly sized regionals, and its
strained core earnings generation, which remains pressured by the
difficult business environment and continuing de-risking of the
balance sheet.  DBRS notes that sustained incremental improvement
in franchise strength, including execution, and continued
improvement in core earnings and asset quality could result in
positive ratings pressure.

Ratings are underpinned by Regions' deeply entrenched banking
franchise with branches located across 16 states in the South, the
Midwest and Texas.  The Company enjoys defensible deposit market
shares across many of the states, including the number one
position in Alabama with a dominant 25% market share, the number
two position in both Mississippi and Tennessee with market shares
of 14% in each state, and the fourth leading position in both
Florida and Louisiana with deposit market shares of 4% and 8%,
respectively.

A challenge for the Company continues to be the rebuilding of its
core earnings capacity, which has been pressured by loan
contraction over the past few years, mostly due to the managed
run-off of investor CRE and investor construction loans.  Indeed,
the de-risking of the balance sheet along with a difficult
business environment continues to pressure core revenue
generation.  Importantly, the Company has gained some traction in
reducing its core non-interest expenses to partially offset these
headwinds.

Positively, 2Q13 results reflected the first quarterly increase in
the Company's loan portfolio since 2Q09, driven by growth in
commercial and industrial and indirect loans, and a moderating
decline in total investor real estate exposure.  DBRS looks
favorably upon the Company's recent capital efficiency actions,
and capacity to reduce its funding costs, as it has approximately
$3.6 billion of costlier time deposits that mature in 2H13.
Moreover, with an asset sensitive balance sheet, net interest
margin should benefit from rising interest rates.

The Company's asset quality is relatively sound and improved.
However, the pace of improvement continues to lag that of its
larger regional peers.  In part, this is due to Region's
willingness to work with its customers and their credit issues and
not sell loans without compelling economics.  DBRS is mindful that
Regions troubled debt restructurings (TDRs) are declining but
remain elevated relative to most peers.  TDRs totaled $3.3 billion
at June 30, 2013 ($4.0 billion at June 30, 2012), including
residential mortgage TDRs, which represented 35% of total TDRs,
and investor real estate TDRs which represented 29%.  At the end
of 2Q13, 22% of TDRs were 90 days or more past due or on
nonaccrual compared to 26%, at June 30, 2012.  Providing a degree
of comfort, DBRS notes that reserves have been established for
accruing, as well as non-accruing balances.

Credit metrics continue to improve.  At June 30, 2013, the Company
reported non-performing assets (NPAs) of $1.7 billion, down 5.2%
sequentially and down 27.3%, year-on-year.  NPAs (as a percent of
loans plus other real estate owned) were still a relatively high
2.25% of loans at the end of 2Q13, but down from 2.41% at March
31, 2013, and 3.04% at June 30, 2012.  Meanwhile, during 2Q13, net
charge-offs (NCO) declined 20% to $144 million and represented
0.77% of average loans, down from 0.99% for 1Q13 but above peers.
Positively and perhaps signaling continuing future credit quality
improvement, criticized and classified loans continued to decline.
Although NCOs outpaced provisions by $113 million, Regions' loan
loss reserves of $1.64 billion continue to provide ample
protection, in DBRS's view.  At the end of 2Q13, the allowance
represented 2.18% of total loans and covered 109% of NPLs
(excluding loans held for sale).

Overall, Regions' funding and liquidity profile is strong,
underpinned by an ample core deposit base that represented 119% of
net loans (DBRS calculated), up from a pre-crisis level of 78% at
the end of 2007.  The Company's deposit mix continued to improve,
as maturing time deposits were not replaced and the cost of its
interest bearing deposits is lower than peers.  Rounding out its
liquidity profile, Regions has a high quality securities
portfolio, which represented 21% of total assets, and access to
the Federal Reserve and FHLB.  DBRS notes that holding company
fundamentals are also solid.

DBRS views the Company's capital position as sound and improved.
At June 30, 2013, Regions' Tier 1 common ratio was 11.09%, up from
10.00% at June 30, 2012, while its Tier 1 capital ratio was 11.59%
(11.02% at June 30, 2013) and Total capital ratio was 14.69%
(14.50%).  Moreover, Regions' Tier 1 common ratio under Basel III
rules was a solid 10.31%, reflecting a substantial cushion above
the minimum requirement. Regions' performance in the most recent
round of regulatory stress tests provides additional comfort
regarding the adequacy of capital and the Company's ability to
withstand a stress scenario.  DBRS notes that under the CCAR 2013
"Severely Adverse Scenario" with planned capital actions, Regions'
minimum stressed Tier 1 common ratio was in the top half of the 18
banks subject to the review.


REGIS INSURANCE: A.M. Best Lowers Fin. Strength Rating to 'C+'
--------------------------------------------------------------
A.M. Best Co. has downgraded the financial strength rating to C+
(Marginal) from B- (Fair) and issuer credit rating to "b-" from
"bb-" of Regis Insurance Company (Regis) (Wayne, PA).  The outlook
for both ratings is negative.  Concurrently, A.M. Best has
withdrawn the ratings as the company has requested to no longer
participate in A.M. Best's interactive rating process.

The rating actions reflect Regis' 50% decline in policyholders'
surplus and substantial reduction in risk-adjusted capitalization
during the first half of 2013.  Regis has decided to conclude its
affairs and go into voluntary run off.  Regis is no longer writing
new business after September 30, 2013 and will not write renewal
business after November 30, 2013.


RESIDENTIAL CAPITAL: Seeks to Pay $2-Mil. Bonus to Lewis Kruger
---------------------------------------------------------------
Residential Capital, LLC, and its debtor affiliates ask Judge
Martin Glenn of the U.S. Bankruptcy Court for the Southern
District of New York to approve an amendment to the engagement
letter with Lewis Kruger, the chief restructuring officer of the
Debtors.  Under the amendment, the Debtors propose to pay the CRO
a $2.0 million bonus.

Gary S. Lee, Esq., at Morrison & Foerster LLP, in New York,
relates that at the time of the Court's approval of Mr. Kruger's
appointment in March, the Debtors advised the Court that they
would work with the Official Committee of Unsecured Creditors to
arrive at what the Debtors hoped to be a mutually acceptable
success fee.  With the Chapter 11 Plan on file and major
settlements finalized in the Chapter 11 cases, the Debtors, given
the significant continued efforts of the CRO since his appointment
in February, determined that further delay was unwarranted, and
thus seek approval of the success fee for Mr. Kruger in the amount
of $2.0 million.

Mr. Lee asserts that Mr. Kruger's significant accomplishments
warrant approval of the Success Fee.  Under Mr. Kruger's
leadership, the Debtors engaged in extensive settlement
negotiations with the Creditors' Committee and other major
stakeholders.  The Debtors believe that the tremendous progress
made in resolving outstanding disputes, including the settlement
with Ally Financial Inc., is due directly to Mr. Kruger's
leadership.

Mr. Lee further asserts that the $2.0 million success fee is
reasonable and appropriate considering the available market
comparisons.  The Debtors believe that it was Mr. Kruger's
appointment as CRO that precipitated a renewed focus on resolving
major issues.  The Debtors' Board of Directors also believe that
absent Mr. Kruger's appointment, the estates would almost
certainly have incurred additional professional fees in litigating
many claims.

Patrick Fitzgerald, writing for Dow Jones Business News, pointed
out that former Bear Stearns executive, Thomas Marano, who led
ResCap for five years received $8 million from the company before
the company filed for bankruptcy in 2012.  According to the
report, the U.S. Department of the Treasury, which oversees the
pay of top executives at bailed-out companies, including ResCap,
approved the Marano deal, just weeks before ResCap filed or
bankruptcy.

A hearing on the Debtors' request is scheduled for Oct. 9, 2013 at
10:00 a.m. (ET).  Objections are due Oct. 4.

The Debtors are also represented by Lorenzo Marinuzzi, Esq., and
Naomi Moss, Esq., at MORRISON & FOERSTER LLP, in New York.

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities at March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap sold most of the businesses for a combined $4.5 billion.
The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


RESIDENTIAL CAPITAL: Objection to 28 UMB Claims Withdrawn
---------------------------------------------------------
Residential Capital and the UMB Bank, N.A., as successor indenture
trustee with respect to certain 9.625% Junior Secured Guaranteed
Notes Due 2015, entered a court-approved stipulation agreeing that
the Debtors' objection to 28 proofs of claim filed against the
Debtor entities that are not issuers, guarantors, or pledgors of
the Junior Secured Notes is deemed withdrawn, without prejudice.

Solely for the purposes of tabulating votes on the Plan, votes on
account of the Junior Secured Notes Claims will be disregarded
with respect to any of the Debtors other than the Debtor Obligors.

The stipulation was filed by Lorenzo Marinuzzi, Esq., and Jennifer
L. Marines, Esq., at Morrison & Foerster LLP, in New York, for the
Debtors; Eric R. Wilson, Esq., and James S. Carr, Esq., at Kelley
Drye & Warren LLP, in New York, for UMB; and Douglas Mannal, Esq.,
at Kramer Levin Naftalis & Frankel LLP, in New York, for the
Official Committee of Unsecured Creditors.

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities at March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap sold most of the businesses for a combined $4.5 billion.
The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


RESIDENTIAL CAPITAL: Objection to Becky Spence's Claim No. 3835
---------------------------------------------------------------
Residential Capital LLC and its affiliates object to and ask the
Court to disallow and expunge Proof of Claim No. 3835 filed by
Becky Spence on the grounds that it: (a) lacks sufficient
documentation, (b) fails to make a "short and plain statement" of
grounds for relief in violation of Rule 8(a)(2) of Federal Rules
of Civil Procedure, and (c) fails to state a claim against the
Debtors.

The Claim filed by Ms. Spence asserts nearly $5.8 million against
the Debtors.  In support of her claim, the Claimant filed a single
piece of paper alleging a claim against Debtor Homecomings
Financial, LLC, for "wrongful foreclosure" without attaching any
supporting documentation.  According to Norman S. Rosenbaum, Esq.,
at Morrison & Foerster LLP, in New York, the Debtors presume that
the Claim against Homecomings purportedly arises from an action
pending in Missouri state court wherein the Claimant has asserted
damages of approximately $400,000.  However, nothing in the Claim
references the underlying action or gives any indication why the
Claimant believes she is entitled to claims against the Debtors of
more than $5 million.

A hearing on the claims objection is scheduled for Nov. 7, 2013 at
2:00 p.m. (ET).  Objections are due Oct. 10.

Gary S. Lee, 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.

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).


RG STEEL: Wins Court Approval of Settlement With ACI, et al.
------------------------------------------------------------
U.S. Bankruptcy Judge Kevin Carey approved an agreement, which
requires ACI Const. Co., Inc. to pay $41,825 to RG Steel Wheeling
LLC for the materials it used for the construction of a new school
building in Rawson, Ohio.

The agreement also requires ACI to pay $75,900 and $31,493 to
Falpeg Capital LLC and Quality Welding and Fabrication LLC,
respectively.  In return, Falpeg Capital agreed to release its
lien on the Rawson project.  The agreement is available for free
at http://is.gd/HlMBqF

ACI was hired to oversee the construction of a new school building
for the Cory-Rawson Local School District Board of Education of
Rawson, Ohio.  The company purchased construction materials from
Quality Welding, which the latter obtained from RG Steel and
Falpeg Capital.

RG Steel Wheeling LLC is represented by:

         Shaunna Jones, Esq.
         WILLKIE FARR & GALLAGHER LLP
         787 7th Avenue
         New York, NY 10019
         Tel: (212) 728-8521
         Fax: (212) 728-9521
         E-mail: sjones@willkie.com

ACI Const. Co., Inc. is represented by:

         John F. Kostyo, Esq.
         Attorney at Law
         Riverside Executive Suites
         1100 East Main Cross Street
         Suite 117, South Entrance
         Findlay, Ohio 45840-6381
         Tel: (614) 224-9001
         E-mail: jfk@KostyoLaw.com

Falpeg Capital LLC is represented by:

         David P. Holtkamp, Esq.
         The Law Office of William J. Factor, Ltd.
         105 W. Madison, Suite 1500
         Chicago, IL 60602
         Tel: (312) 878-0977

                         About RG Steel

RG Steel LLC -- http://www.rg-steel.com/-- is the United States'
fourth-largest flat-rolled steel producer with annual steelmaking
capacity of 7.5 million tons.  It was formed in March 2011
following the purchase of three steel facilities located in
Sparrows Point, Maryland; Wheeling, West Virginia and Warren,
Ohio, from entities related to Severstal US Holdings LLC.  RG
Steel also owns finishing facilities in Yorkville and Martins
Ferry, Ohio.  It also owned Wheeling Corrugating Company and has a
50% ownership in Mountain State Carbon and Ohio Coatings Company.

RG Steel along with affiliates, including WP Steel Venture LLC,
sought bankruptcy protection (Bankr. D. Del. Lead Case No. 12-
11661) on May 31, 2012.  Bankruptcy was precipitated by liquidity
shortfall and a dispute with Mountain State Carbon, LLC, and a
Severstal affiliate, that restricted the shipment of coke used in
the steel production process.

The Debtors estimated assets and debts in excess of $1 billion.
As of the bankruptcy filing, the Debtors owe (i) $440 million,
including $16.9 million in outstanding letters of credit, to
senior lenders led by Wells Fargo Capital Finance, LLC, as
administrative agent, (ii) $218.7 million to junior lenders, led
by Cerberus Business Finance, LLC, as agent, (iii) $130.5 million
on account of a subordinated promissory note issued by majority
owner The Renco Group, Inc., and (iv) $100 million on a secured
promissory note issued by Severstal.

Judge Kevin J. Carey presides over the case.

The Debtors are represented in the case by Robert J. Dehney, Esq.,
and Erin R. Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP,
and Matthew A. Feldman, Esq., Shaunna D. Jones, Esq., Weston T.
Eguchi, Esq., at Willkie Farr & Gallagher LLP, represent the
Debtors.  Conway MacKenzie, Inc., serves as the Debtors' financial
advisor and The Seaport Group serves as lead investment banker.
Donald MacKenzie of Conway MacKenzie, Inc., as CRO.  Kurtzman
Carson Consultants LLC is the claims and notice agent.

Wells Fargo Capital Finance LLC, as Administrative Agent, is
represented by Jonathan N. Helfat, Esq., and Daniel F. Fiorillo,
Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and Laura
Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachuiski Stang
Ziehi & Jones LLP.

Renco Group is represented by lawyers at Cadwalader, Wickersham &
Taft LLP.

Kramer Levin Naftalis & Frankel LLP represents the Official
Committee of Unsecured Creditors.  Huron Consulting Services LLC
serves as the Committee's financial advisor.

The Debtor has sold off the principal plants.  The sale of the
Wheeling Corrugating division to Nucor Corp. brought in $7
million.  That plant in Sparrows Point, Maryland, fetched the
highest price, $72.5 million.  CJ Betters Enterprises Inc. paid
$16 million for the Ohio plant.


ROBERT SIMON: Bankruptcy Law Allows Debtors' FDCPA Claims
---------------------------------------------------------
Law360 reported that the Third Circuit on Oct. 7 partially
overturned a lower court's ruling that a New Jersey couple's Fair
Debt Collection Practices Act claims against a collection agency
and its counsel are precluded by the bankruptcy code, finding the
FDCPA can apply in certain instances while a bankruptcy case is
pending.

According to the report, a three-judge panel affirmed in part and
reversed in part U.S. District Judge Joel A. Pisano's order
dismissing Robert and Stacey Simon's FDCPA lawsuit against
collection agency FIA Card Services N.A. and its counsel,
Weinstein & Riley.

The case is Robert Simon, et al v. FIA Card Ser NA, et al., Case
No. 12-3293 (3d. Cir.).


ROBERTS LAND: To Make Adequate Protection Payments to Farm Credit
-----------------------------------------------------------------
The Hon. Paul M. Glenn of the U.S. Bankruptcy Court for the Middle
District of Florida entered an order in relation to secured
creditor Farm Credit of Florida ACA's motion for relief from the
automatic stay in the Chapter 11 cases of Roberts Land & Timber
Investment Corp., and Union Land & Timber Corp.

The Debtor, through its Restated Joint Plan of Reorganization
filed on Aug. 23, 2013, said it seeks to restructure indebtedness
to its respective creditors including Farm Credit.

The Court ordered that, among other things:

   1. the Debtors are directed to make monthly adequate protection
payments to Farm Credit, in the amount of $25,000, beginning
Oct. 15, 2013, and on the 15th day of each month thereafter;

   2. Farm Credit will apply each adequate protection payment to
the interest accrued under each of the notes on a pro rata basis;
and

   3. in the event the Debtors fail to pay a required adequate
protection payment within the five day grace period, Farm Credit
may file an affidavit of default.

                       About Roberts Land

Roberts Land & Timber Investment Corp. filed a Chapter 11 petition
(Bankr. M.D. Fla. Case No. 11-03851) in Jacksonville, Florida, on
May 25, 2011.  Affiliate Union Land & Timber Corp. also sought
Chapter 11 protection (Case No. 11-03853).

Anthony W. Chauncey, Esq., at The Decker Law Firm, P.A., in Live
Oak, Florida; and James H. Post, Esq., at Smith Hulsey & Busey, in
Jacksonville, Florida, serve as counsel for the Chapter 11
Debtors.

The Debtors are real estate holding and development companies as
well as holder of private mortgages.  The Debtors receive income
from the sale and development of real estate, management of real
estate developments, mortgage receivables, cattle grazing leases
and hunting leases.

In its schedules, Roberts Land disclosed assets of $26.7 million
with debt totaling $12.2 million, all secured.  The principal
properties are 1,500 acres in Baker County, Florida and 3,300
acres in Union County, Florida.

In its schedules, Union Land disclosed $2,376,170 in assets and
$11,945,819 in liabilities as of the petition date.

The Debtors filed with the U.S. Bankruptcy Court for the Middle
District of Florida on Aug. 23, 2013, an Amended and Restated
Joint Chapter 11 Plan of Reorganization.  The Plan amends and
restates all previous plans (as modified from time to time) in
their entireties that have been filed by the Debtors in this
Bankruptcy Case.


ROGERS BANCHARES: Withdraws Motion to Employ Carl Marks
-------------------------------------------------------
Rogers Bancshares Inc. has withdrawn its motion to alter and amend
an order authorizing the retention of Carl Marks Advisory Group
LLC, nunc pro tunc to July 19, 2013, as financial advisors to the
Official Committee of Unsecured Creditors.

Counsel for the Debtor can be reached at:

         Samuel M. Stricklin, Esq.
         Lauren C. Kessler, Esq.
         1445 Ross Avenue Suite 3800
         Dallas, TX 75202-2711
         Tel: (214) 468-3800
         Fax: (214) 468-3888

              - and -

         W. Jackson Williams, Esq.
         WILLIAMS & ANDERSON, PLC
         111 Center Street
         Little Rock, AK 72201
         Tel: (501) 372-0800
         Fax: (501) 372-6453

Little Rock, Arkansas-based Rogers Bancshares Inc., filed for
Chapter 11 relief (Bankr. E.D. Ark. Case No. 13-13838) on July 5,
2013.

Bankruptcy Judge James G. Mixon presides over the case.  Samuel M.
Stricklin, Esq. -- sam.stricklin@bgllp.com -- at Bracewell &
Giuliani, LLP represents the Debtor in its restructuring efforts.
The Debtor estimated $10 million to $50 million in assets and
debts.  Rogers owes $41.3 million on three issues of junior
subordinated debentures and $39.6 million on four issues of
preferred stock. The petition was signed by Susan F. Smith,
secretary.

The Official Committee of Unsecured Creditors has hired Hunton &
Williams LLP and James F. Dowden PA as counsel; and Carl Marks
Advisory Group LLC as financial advisors.


ROGERS BANCSHARES: Panel Withdraws Objection to Keefe Hiring
------------------------------------------------------------
The Official Committee of Unsecured Creditors of Rogers Bancshares
Inc. withdrew its objection to the motion filed by the Debtor to
employ Keefe Bruyette & Woods, Inc. as Financial Advisor and
Investment Banker.

The hearing is cancelled.

Little Rock, Arkansas-based Rogers Bancshares Inc., filed for
Chapter 11 relief (Bankr. E.D. Ark. Case No. 13-13838) on July 5,
2013.

Bankruptcy Judge James G. Mixon presides over the case.  Samuel M.
Stricklin, Esq. -- sam.stricklin@bgllp.com -- at Bracewell &
Giuliani, LLP represents the Debtor in its restructuring efforts.
The Debtor estimated $10 million to $50 million in assets and
debts.  Rogers owes $41.3 million on three issues of junior
subordinated debentures and $39.6 million on four issues of
preferred stock. The petition was signed by Susan F. Smith,
secretary.

The Official Committee of Unsecured Creditors has hired Hunton &
Williams LLP and James F. Dowden PA as counsel; and Carl Marks
Advisory Group LLC as financial advisors.


ROSEVILLE SENIOR: Lender Seeks Prohibition of Cash Collateral Use
-----------------------------------------------------------------
CapitalSource Finance, LLC, asks the U.S. Bankruptcy Court for the
District of New Jersey to prohibit Roseville Senior Living
Properties, LLC, from using the accounts receivable generated from
the operation of the assisted living business, asserting that
those receivables are its cash collateral.

In response, the Debtor clarifies that CapitalSource is not its
creditor.  According to the Debtor's counsel, Walter J.
Greenhalgh, Esq., at Duane Morris, LLP, in Newark, New Jersey, the
Debtor is not a borrower of CapitalSource and owes no money to
CapitalSource.  Mr. Greenhalgh says CapitalSource, at most, has a
lien only on the real estate owned by the Debtor pursuant to a
deed of trust between CapitalSource and its borrowers.
CapitalSource does not have a lien on the Debtor's revenues and
personal property.  CapitalSource, Mr. Greenhalgh asserts, is not
entitled to the relief requested because the revenues are not rent
and, therefore, are not CapitalSource's cash collateral.

Mr. Greenhalgh relates that Meecorp Capital Markets, LLC, the
managing member of the Debtor, made a loan in 2005 to facilitate
the purchase of the Roseville Facility.  The owners were Roseville
Capital Resources, LLC, and approximately 34 limited liability
companies which held title to the real estate at the facility as
tenants in common.  These entities are the borrowers under the
loan.  The Meecorp Loan was secured by a second lien on the
facility under a deed of trust.  CapitalSource holds a first lien
on the Debtor's real estate, but not the Debtor's personal
property, Mr. Greenhalgh reiterates.  The Borrowers defaulted on
payment of the Meecorp Loan.  Disputes arising from the loan and
its default are pending in a state court lawsuit.

CapitalSource is represented by Brian W. Hofmeister, Esq. --
bhofmeister@teichgroh.com -- at TEICH GROH, in Trenton, New
Jersey.

The Debtor is also represented by Gregory R. Haworth, Esq. --
GRHaworth@duanemorris.com -- and Gia G. Incardone, Esq. --
ggincardone@duanemorris.com -- at Duane Morris, LLP, in Newark,
New Jersey.

The case is Roseville Senior Living Properties, LLC, Case No. 13-
bk-31198 (D.N.J.) before Judge Donald H. Steckroth.  The Chapter
11 petition was filed on Sept. 27, 2013.  The Debtor disclosed
estimated assets ranging from $10 million to $50 million and
estimated liabilities ranging from $1 million to $10 million.  The
petition was signed by Michael Edrel, managing director,
Meecorp Capital Markets, Inc.


ROSEVILLE SENIOR: Has Until Oct. 25 to File Schedules
-----------------------------------------------------
Judge Donald H. Steckroth of the U.S. Bankruptcy Court for the
District of New Jersey extended until Oct. 25, 2013, the time
within which Roseville Senior Living Properties, LLC, must file
its schedules of assets and liabilities and statement of financial
affairs.

The case is Roseville Senior Living Properties, LLC, Case No. 13-
bk-31198 (D.N.J.) before Judge Donald H. Steckroth.  The Chapter
11 petition was filed on Sept. 27, 2013.  The Debtor disclosed
estimated assets ranging from $10 million to $50 million and
estimated liabilities ranging from $1 million to $10 million.  The
petition was signed by Michael Edrel, managing director,
Meecorp Capital Markets, Inc.

The Debtor is represented by Walter J. Greenhalgh, Esq., Gregory
R. Haworth, Esq., and Gia G. Incardone, Esq., at Duane Morris,
LLP, in Newark, New Jersey.


RUE21 INC: S&P Assigns 'CCC' Rating to $250MM Sr. Unsecured Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned a 'CCC' issue-
level rating to rue21 inc.'s $250 million senior unsecured notes
with a '6' recovery rating.  The '6' recovery rating indicates
S&P's expectation of negligible (0% to 10%) recovery of principal
in the event of a payment default.  Rhodes Merger Sub Inc. is the
issuer of these notes.  At the same time, S&P affirmed its 'B-'
corporate credit rating on the company.  The outlook is stable.

"The rating on rue21 reflects our assessment of its "weak"
business risk profile and "highly leveraged" financial risk
profile.  The business risk profile reflects its participation in
the highly competitive and widely fragmented specialty apparel
retail sector," said credit analyst David Kuntz.  "It also
incorporates our opinion that the company has a broadly
diversified geographic footprint with limited concentration in any
one region of the U.S.  In our view, the company's value
proposition resonates well with consumers given the weak economic
recovery."

The stable outlook reflects S&P's view that rue21's liquidity will
remain adequate over the next year.  S&P believes the addition of
new stores will bolster revenue growth, but lower margins because
of markdown activity and negative operating leverage will offset
these gains.  The outlook also incorporates S&P's view that credit
metrics will remain relatively unchanged over the next few
quarters with leverage in the mid-8x area and interest coverage of
about 2x.  These ratios are commensurate with a "highly leveraged"
financial risk profile.  S&P expects there will be little debt
repayment besides what is required under the mandatory
amortization.

S&P could lower the rating if further merchandise missteps or weak
demand erode margins meaningfully from current levels.  Under this
scenario, same-store sales would be down in the high-single digits
and margins would be about 200 basis points (bps) below S&P's
forecast.  The company's free operating cash flow would be
moderately negative and it would borrow under its revolving credit
facility to cover these shortfalls.  This would result in interest
coverage at about 1.0x over the next 12 months and a reassessment
of the company's liquidity profile to "less than adequate".

Although unlikely in the next year, S&P could raise the rating if
the company is able to realize a meaningful increase in same-store
sales, strengthen its merchandising (which would reduce
promotional activity), and manage its substantial new store
growth.  Under this scenario, same-store sales would increase in
the mid-single digits with margins about 150 bps ahead of S&P's
forecast.  At that time, leverage would be below 6.0x.


RURAL/METRO CORP: Brown Rudnick Approved as Committee's Co-Counsel
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
the Official Committee of Unsecured Creditors in the Chapter 11
cases of Rural/Metro Corporation, et al., to retain Brown Rudnick
LLP as its co-counsel.

As reported in the Troubled Company Reporter on Sept. 13, 2013,
the Committee anticipated that the primary attorneys who will
represent the Committee are:

   Steven D. Pohl, Esq.              $990
   Thomas H. Montgomery, Esq.        $650
   Jesse N. Garfinkle, Esq.          $395

Other Brown Rudnick professionals who will provide legal services
on behalf of the Committee will be paid the following hourly
rates: attorneys at $320 to $1,100; and paraprofessionals at $265
to $370.  The firm will also be reimbursed for any necessary out-
of-pocket expenses.

Mr. Pohl assures the Court that his firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code and does not represent any interest adverse to the
Committee's.

                  About Rural/Metro Corporation

Headquartered in Scottsdale, Arizona, Rural/Metro Corporation --
http://www.ruralmetro.com-- is a national provider of 911-
emergency and non-emergency interfacility ambulance services and
private fire protection services, operating in 21 states and
nearly 700 communities.

Rural/Metro Corp. and 59 affiliates sought Chapter 11 protection
on Aug. 4, 2013, before the U.S. Bankruptcy Court for the District
of Delaware.

The Debtors' lead bankruptcy counsel are Matthew A. Feldman, Esq.,
Rachel C. Strickland, Esq., and Daniel Forman, Esq., at Willkie
Farr & Gallagher LLP, in New York.  Maris J. Kandestin, Esq., and
Edmon L. Morton, Esq., at Young, Conaway, Stargatt & Taylor, LLP,
in Wilmington, Delaware, serve as the Debtors' local Delaware
counsel.

Alvarez & Marsal Healthcare Industry Group, LLC, and FTI
Consulting, Inc., are the Debtors' financial advisors, while
Lazard Freres & Co. L.L.C. is their investment banker.  Donlin,
Recano & Company, Inc., is the Debtors' claims and noticing agent.

The U.S. Trustee has appointed a three-member official committee
of unsecured creditors in the Chapter 11 case.

The Debtors have arranged $75 million of DIP financing from a
group of prepetition lenders led by Credit Suisse AG.  An interim
order has allowed the Debtors to access $40 million of the DIP
facility.


RURAL/METRO CORP: Credit Suisse Objects to Bid for Stay Relief
--------------------------------------------------------------
Credit Suisse AG, in its capacity as Prepetition Secured Facility
Agent and DIP Agent, supports Rural/Metro Corporation, et al.'s
objection to motions to vacate the automatic stay in the Debtors'
cases.  Credit Suisse asks the Court to deny those requests.

On Sept. 9, 2013, Stephanie Nelson sought entry of an order
granting relief from the automatic stay to permit a prepetition
pending state court action against the Debtors to proceed to the
extent that there is available insurance coverage of the movant's
claims.

On Sept. 20, the Debtors objected to the motion by Lisa McCall-
Stowers Individually and as Guardian of Rhonda McCall,
Incompetent, and as guardian and Next Friend of D.M., a minor,
Roger W. McCall, Sr., Wilma McCall and Roger W. McCall, Jr., for
relief from the automatic stay filed on Aug. 29, seeking
substantially similar relief to the Nelson motion in connection
with a separate prepetition pending state court action.

In light of substantially similar relief being sought in the
Nelson motion to the McCall-Stowers motion, Credit Suisse agrees
with the Debtors' arguments and filed a joinder.

David B. Stratton, Esq., at PEPPER HAMILTON LLP; and David M.
Feldman, Esq., at GIBSON, DUNN & CRUTCHER LLP, represent Credit
Suisse.

                  About Rural/Metro Corporation

Headquartered in Scottsdale, Arizona, Rural/Metro Corporation --
http://www.ruralmetro.com-- is a national provider of 911-
emergency and non-emergency interfacility ambulance services and
private fire protection services, operating in 21 states and
nearly 700 communities.

Rural/Metro Corp. and 59 affiliates sought Chapter 11 protection
on Aug. 4, 2013, before the U.S. Bankruptcy Court for the District
of Delaware.

The Debtors' lead bankruptcy counsel are Matthew A. Feldman, Esq.,
Rachel C. Strickland, Esq., and Daniel Forman, Esq., at Willkie
Farr & Gallagher LLP, in New York.  Maris J. Kandestin, Esq., and
Edmon L. Morton, Esq., at Young, Conaway, Stargatt & Taylor, LLP,
in Wilmington, Delaware, serve as the Debtors' local Delaware
counsel.

Alvarez & Marsal Healthcare Industry Group, LLC, and FTI
Consulting, Inc., are the Debtors' financial advisors, while
Lazard Freres & Co. L.L.C. is their investment banker.  Donlin,
Recano & Company, Inc., is the Debtors' claims and noticing agent.

The U.S. Trustee has appointed a three-member official committee
of unsecured creditors in the Chapter 11 case.

The Debtors have arranged $75 million of DIP financing from a
group of prepetition lenders led by Credit Suisse AG.  An interim
order has allowed the Debtors to access $40 million of the DIP
facility.


RURAL/METRO CORP: GLC Okayed as Panel's Financial Advisor
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
the Official Committee of Unsecured Creditors in the Chapter 11
cases of Rural/Metro Corporation, et al., to retain GLC Advisors &
Co., LLC as financial advisor.

As reported in the Troubled Company Reporter on Sept. 20, 2013,
Chetan Bhandari attests that the firm is a "disinterested person"
as the term is defined in Section 101(14) of the Bankruptcy Code.

Prior to joining GLC in 2013, Mr. Bhandari was a Managing Director
in the Investment Banking Division of Goldman, Sachs & Co. in New
York. He was responsible for the US leveraged finance business in
the consumer and retail sector.

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

   (a) familiarizing itself with the Debtors' financial condition
       and business;

   (b) advising and assisting the Committee in examining,
       analyzing, structuring, and negotiating the financial
       aspects of any potential or proposed strategy for a
       Transaction, including where appropriate, assisting counsel
       to the Committee in developing its own strategy for
       accomplishing a Transaction;

   (c) providing expert advice and testimony regarding financial
       matters related to any Transaction, if necessary.

The Committee contemplates that GLC will be compensated as:

   (a) Monthly Advisory Fee: GLC shall be paid a monthly cash
       advisory fee of $125,000 (each, a "Monthly Advisory Fee"),
       payable in advance for the period commencing on the GLC
       Agreement Effective Date, with the first payment due upon
       Execution of the Engagement Letter and subsequent payments
       due on each monthly anniversary of the GLC Agreement
       Effective Date for each month of GLC's engagement
       thereunder, excluding dates during the Go Dark Period (as
       defined below).

   (b) Go Dark Monthly Advisory Fee: In the event that the
       effective date of the plan occurs beyond fourteen (14) days
       after the entry of an order of the Bankruptcy Court
       confirming the Plan (the "Confirmation Order") and at the
       Committee's request, including by counsel to the Committee,
       GLC shall be paid a monthly cash advisory fee of $62,500
       for services performed for each month beginning the first
       day following entry of the Confirmation Order and ending on
       the effective date of the Plan.  Such fee is referred to in
       the Engagement Letter as the "Go Dark Monthly Advisory Fee"
       and the applicable dates of such period are collectively
       referred to in the Engagement Letter as the "Go Dark
       Period." It is expected that the Committee will only
       request the Go Dark Monthly Advisory Fee if, in its sole
       judgment, the workload of GLC will be significantly reduced
       during the period after the entry of the Confirmation
       Order. For the avoidance of doubt, no Monthly Advisory Fee
       shall accrue during the Go Dark Period, and the Monthly
       Advisory Fee shall be effective during all other dates of
       GLC's engagement under the Engagement Letter.

   (c) Transaction Fee: GLC shall be paid a transaction fee equal
       to $500,000 (a "Transaction Fee") upon the consummation of
       any Transaction. For the avoidance of doubt, GLC shall be
       entitled to a single transaction fee, if any, under the
       Engagement Letter.

   (d) Credit: Up to the amount of the Transaction Fee payable,
       GLC shall credit on a onetime basis, solely against any
       Transaction Fee due to it under the Engagement Letter, an
       amount equal to 50% of the aggregate amount of Monthly
       Advisory Fees and Go Dark Monthly Advisory Fees that have
       been earned by and paid to GLC for services performed after
       the date that is one (1) month after the GLC Agreement
       Effective Date.

   (e) Expense Reimbursement: GLC shall be entitled to monthly
       reimbursement from the Debtors of reasonable out-of-pocket
       expenses incurred in connection with the services to be
       provided under the Engagement Letter (including up to an
       aggregate amount of $30,000 for GLC's reasonable out-of-
       pocket fees and expenses for outside legal counsel incurred
       in connection with the negotiation and performance of the
       Engagement Letter and the matters contemplated by the
       Engagement Letter), whether or not a Transaction occurs or
       any other transaction is consummated. The payment of these
       fees shall be subject to the applicable procedures of the
       Bankruptcy Code, Bankruptcy Rules, and applicable local
       rules, guidelines, and Bankruptcy Court orders.

                  About Rural/Metro Corporation

Headquartered in Scottsdale, Arizona, Rural/Metro Corporation --
http://www.ruralmetro.com-- is a national provider of 911-
emergency and non-emergency interfacility ambulance services and
private fire protection services, operating in 21 states and
nearly 700 communities.

Rural/Metro Corp. and 59 affiliates sought Chapter 11 protection
on Aug. 4, 2013, before the U.S. Bankruptcy Court for the District
of Delaware.

The Debtors' lead bankruptcy counsel are Matthew A. Feldman, Esq.,
Rachel C. Strickland, Esq., and Daniel Forman, Esq., at Willkie
Farr & Gallagher LLP, in New York.  Maris J. Kandestin, Esq., and
Edmon L. Morton, Esq., at Young, Conaway, Stargatt & Taylor, LLP,
in Wilmington, Delaware, serve as the Debtors' local Delaware
counsel.

Alvarez & Marsal Healthcare Industry Group, LLC, and FTI
Consulting, Inc., are the Debtors' financial advisors, while
Lazard Freres & Co. L.L.C. is their investment banker.  Donlin,
Recano & Company, Inc., is the Debtors' claims and noticing agent.

The U.S. Trustee has appointed a three-member official committee
of unsecured creditors in the Chapter 11 case.

The Debtors have arranged $75 million of DIP financing from a
group of prepetition lenders led by Credit Suisse AG.  An interim
order has allowed the Debtors to access $40 million of the DIP
facility.


SACRED HEART: Oct. 15 Webcast Auction Set for Medical Equipment
---------------------------------------------------------------
Ettin Group on Oct. 9 disclosed that hospital equipment and
fixtures will be the subject of a significant webcast auction on
October 15, 2013 related to the bankruptcy of Sacred Heart
Hospital, a 119-bed acute care hospital located in Chicago, IL.
The closure of this facility presents a special opportunity for
bidders to acquire a wide variety of medical equipment in very
good to excellent condition.  The majority of the items offered
are less than 36 months old.

Among the noteworthy lots are:

   -- Olympus CV-180 EXERA II System

   -- Olympus 180 Scopes

   -- Two 2010 FujiFilm FCR GO CR-IR 358RU Mobile X-Ray

   -- Philips Heartstart XL BiPhasic Defibrillators

   -- Mindray A5 Anesthesia Systems

   -- Mindray DPM6 Patient Monitors (12)

   -- 2008 Siemens CT Scanner

   -- 2010 Hologic Insight 2 Flouroscan Mini C-arm

   -- Skytron AURORA Center Mount OR Lights

   -- 100 Instrument Sets

   -- Mobile MRI

   -- Stryker Beds and 1005 Glideway Stretchers

   -- Full Commercial Kitchen

   -- 12 Vehicles

This webcast auction will commence at 9:00 a.m. Central Time.  It
will continue until all lots are sold.  Assets are located at 3240
W. Franklin St., Chicago, IL. Additional information including
asset list, descriptions, and bidder registration details can be
found in the Auctions section of the Ettin Group website.

Additional Opportunity Includes Surgical Center and Limited
Edition Artwork

Ettin Group also announced an online auction October 28th to 30th
featuring all the top of the line equipment from a state of the
art Surgical Center.  Also included in the complete liquidation of
this center are limited edition works from renowned Australian
panoramic photographer Peter Lik which will be of great interest
to serious collectors.  Information on this event including the
catalog is in the Auctions section of the Ettin Group website.

                       About Ettin Group

Ettin Group is a provider of appraisal, valuation, auction
services and asset-based lending.   Ettin Group is also an active
buyer and seller of surplus equipment both nationally and
internationally.  The company is headquartered at 450 Skokie
Blvd., Suite 600, Northbrook, IL 60062. Phone (847) 656-1234.


SAN BERNARDINO, CA: Judge Puts Off Fight to Cancel Union Contracts
------------------------------------------------------------------
Michael Bathon, substituting for Bloomberg bankruptcy columnist
Bill Rochelle, reports that the judge overseeing San Bernardino,
California's bankruptcy put off a hearing over whether the
insolvent city can throw out contracts with three unions.

U.S. Bankruptcy Judge Meredith Jury denied a request from city
firefighters to schedule a hearing for her to consider approving
or denying the city's request to reject the contracts.

According to the report, Judge Jury said at a federal court
hearing in Riverside, California, on October 2 that she instead
wants the unions and the city to start mediation first.  Earlier
this year, San Bernardino imposed new working conditions on city
employees, including firefighters and police officers, and moved
to permanently scrap the three union contracts.

The report notes that San Bernardino is set to begin talks with
its unions and other creditors under the supervision of U.S.
Bankruptcy Court Judge Gregg Zive of Nevada.

                      About San Bernardino, Calif.

San Bernardino, California, filed an emergency petition for
municipal bankruptcy under Chapter 9 of the U.S. Bankruptcy Code
(Bankr. C.D. Calif. Case No. 12-28006) on Aug. 1, 2012.  San
Bernardino, a city of about 210,000 residents roughly 65 miles
(104 km) east of Los Angeles, estimated assets and debts of more
than $1 billion in the bare-bones bankruptcy petition.

The city council voted on July 10, 2012, to file for bankruptcy.
The move lets San Bernardino bypass state-required mediation with
creditors and proceed directly to U.S. Bankruptcy Court.

The city is represented that Paul R. Glassman, Esq., at Stradling
Yocca Carlson & Rauth.

San Bernardino joined two other California cities in bankruptcy:
Stockton, an agricultural center of 292,000 east of San Francisco,
and Mammoth Lakes, a mountain resort town of 8,200 south of
Yosemite National Park.

The City was granted Chapter 9 protection on Aug. 28, 2013.


SAN DIEGO HOSPICE: 1st Amended Liquidating Plan Confirmed
---------------------------------------------------------
Judge Margaret M. Mann on Sept. 23 confirmed the First Amended
Liquidating Plan, as modified on Aug. 27, 2013, and on Sept. 18,
jointly proposed by San Diego Hospice and Palliative Care
Corporation and its Official Committee of Unsecured Creditors.
The hearing to confirm the Plan was held Sept. 4.

As reported in the Troubled Company Reporter, the Plan effectuates
a distribution of the assets of the estate to creditors in
accordance with the priorities set forth in the Bankruptcy Code.
The Plan provides that all of the Debtor's Assets, to the extent
they have not already been liquidated, will be liquidated through
a liquidating trust and the proceeds will be utilized to pay
Allowed Claims pursuant to the terms of the Plan and to fund the
Liquidating Trust Expenses.  All Holders of Allowed Administrative
Claims and Allowed Priority Claims against the Debtor will be
satisfied or paid in full. After payment of the Allowed
Administrative Claims and Allowed Priority Claims and the
provision for the Liquidating Trust Expenses, the balance of
remaining Cash will be distributed Pro-Rata to Holders of Allowed
General Unsecured Claims.  The Proponents do not believe that the
Holder of the Subordinated Claim will receive any distributions
under the Plan.  The Plan proposes to fairly and efficiently
distribute the Debtor's Assets.

The Plan will not be consummated or become binding unless and
until the Effective Date occurs, which shall in all events occur
prior to the date that is 90 days following entry of the
Confirmation Order, unless the Confirmation Order is stayed or an
order of the Court extending the Effective Date for good cause
shown is entered pursuant to a motion seeking such extension that
was filed prior to the expiration of said 90 day period.

                      About San Diego Hospice

San Diego Hospice & Palliative Care Corporation filed a Chapter 11
petition (Bankr. S.D. Cal. Case No. 13-01179) in San Diego on
Feb. 4, 2013.  The Debtor is the operator of the San Diego Hospice
and The Institute for Palliative Medicine, one of the largest
community-owned, not-for-profit hospices in the country.

The Debtor scheduled $20,369,007 in total assets and $14,888,058
in total liabilities.

Even before the bankruptcy filing, the Debtor has been under a
federal investigation, focusing whether it allowed patients to
stay in the program even when their diagnosis changed.  The Debtor
said that it will meet with government agencies to address their
concerns, explore partnerships with other health care
organizations, and work to restructure and resize San Diego
Hospice.  The Debtor said it has encouraged Scripps Health, the
region's largest provider of health care services, to enter the
hospice business.

On April 30, 2013, San Diego Hospice received Court authority to
sell its unused 24-bed hospice facility to Scripps Health for
$16.55 million.  Scripps made the opening bid of $10.7 million at
the auction that took place before the sale-approval hearing.  The
other bidder was Sharp Healthcare.  The sale is also subject to
approval by regulators in California.

In May 2013, San Diego Hospice and its creditors' committee
jointly filed a liquidating Chapter 11 plan and an explanatory
disclosure statement.

Jeffrey Isaacs, Esq., at Procopio, Cory, Hargreaves & Savitch LLP,
represents the Debtor.

Samuel R. Maizel, Esq., at Pachulski Stang Ziehl & Jones LLP,
represents the Committee.


SAN DIEGO HOSPICE: Mayol Seeks to Pursue Claim in State Court
-------------------------------------------------------------
The Bankruptcy Court was slated to convene a hearing Oct. 10,
2013, at 3 p.m., to consider Elaine Mayol's request for relief
from automatic stay in the Chapter 11 case of San Diego Hospice &
Palliative Care Corporation.

At the hearing, the Court was to consider the objections and
joinder to the motion.

On Sept. 30, Samuel R. Maizel, Esq., at Pachulski Stang Ziehl &
Jones LLP, on behalf of the Official Committee of Unsecured
Creditors, joined the Debtor's opposition to the motion.

Ms. Mayol, according to the Debtor's case docket, requested for a
relief from the automatic stay to permit liquidation of claim in
pending state court litigation.

                      About San Diego Hospice

San Diego Hospice & Palliative Care Corporation filed a Chapter 11
petition (Bankr. S.D. Cal. Case No. 13-01179) in San Diego on
Feb. 4, 2013.  The Debtor is the operator of the San Diego Hospice
and The Institute for Palliative Medicine, one of the largest
community-owned, not-for-profit hospices in the country.

The Debtor scheduled $20,369,007 in total assets and $14,888,058
in total liabilities.

Even before the bankruptcy filing, the Debtor has been under a
federal investigation, focusing whether it allowed patients to
stay in the program even when their diagnosis changed.  The Debtor
said that it will meet with government agencies to address their
concerns, explore partnerships with other health care
organizations, and work to restructure and resize San Diego
Hospice.  The Debtor said it has encouraged Scripps Health, the
region's largest provider of health care services, to enter the
hospice business.

On April 30, 2013, San Diego Hospice received Court authority to
sell its unused 24-bed hospice facility to Scripps Health for
$16.55 million.  Scripps made the opening bid of $10.7 million at
the auction that took place before the sale-approval hearing.  The
other bidder was Sharp Healthcare.  The sale is also subject to
approval by regulators in California.

In May 2013, San Diego Hospice and its creditors' committee
jointly filed a liquidating Chapter 11 plan and an explanatory
disclosure statement.

Jeffrey Isaacs, Esq., at Procopio, Cory, Hargreaves & Savitch LLP,
represents the Debtor.

The Debtors and the Official Committee of Unsecured Creditors
proposed a First Amended Liquidating Plan, as modified on
Aug. 27, 2013, that effectuates a distribution of the assets of
the Estate to Creditors in accordance with the priorities set
forth in the Bankruptcy Code.  The Plan provides that all of the
Debtor's Assets, to the extent they have not already been
liquidated, will be liquidated and the proceeds will be utilized
to pay Allowed Claims pursuant to the terms of the Plan and to
fund the Liquidating Trust Expenses.

Samuel R. Maizel, Esq., at Pachulski Stang Ziehl & Jones LLP,
represents the Committee.


SCOTTSDALE VENETIAN: Can Use Cash Collateral Until Nov. 30
----------------------------------------------------------
In a fourth stipulated order dated Oct. 1, 2013, Bankruptcy Judge
George B. Nielsen authorized Scottsdale Venetian Village, LLC, to
use, on an interim basis, cash collateral of Lender First National
Bank of Hutchinson during the period of Oct. 1, 2013, through and
including the earlier of (a) 5:00 p.m. on Nov. 30, 2013; (b) the
entry by the Bankruptcy Court of an order reversing, amending,
supplementing, staying, vacating or otherwise modifying the terms
of this Interim Order; (c) the conversion of Debtor's case to a
case under Chapter 7 of the Bankruptcy Code; or (d) the
appointment of a trustee or examiner or other representative with
expanded powers for the Debtor.

A copy of the Fourth Stipulated Order is available at:

http://bankrupt.com/misc/SCOTTSDALEVENETIAN_cash coll_order.pdf

                   About Scottsdale Venetian

Scottsdale Venetian Village, LLC, operates the Days Hotel located
at 5101 N. Scottsdale Road, in Scottsdale, Arizona.  The Company
also operates Papi Chulo's Mexican Grill & Cantina, located
immediately adjacent to the hotel.  The hotel consists of 211
guest rooms and, among other things, facilities for meetings and
banquets.

Scottsdale Venetian Village filed a Chapter 11 petition (Bankr. D.
Ariz. Case No. 13-02150) on Feb. 19, 2013, in Phoenix, estimating
at least $10 million in assets and less than $10 million in
liabilities.

The Debtor is represented by John J. Hebert, Esq., and Wesley D.
Ray at Polsinelli Shughart, P.C., in Phoenix.  Charles B. Foley,
CPA, PLLC serves as the Debtor's accountant.

The Plan of Reorganization provides for the payment of outstanding
obligations by the proceeds from the continued operation of Days
Hotel located at 5101 N. Scottsdale Road, in Scottsdale, Arizona,
and the adjacent Papi Chulo's Mexican Grill & Cantina.


SCOTTSDALE VENETIAN: Initial Plan Hearing Set for Nov. 7
--------------------------------------------------------
On Sept. 23, 2013, Bankruptcy Judge George B. Nielsen approved the
adequacy of the Second Amended Disclosure Statement relating to
Scottsdale Venetian Village, LLC's Plan of Reorganization dated
Sept. 19, 2013.

The initial hearing to consider confirmation of the Plan will be
held on Nov. 7, 2013, at 9:30 a.m.

The last day for filing and serving written objections to
confirmation of the Plan will be five (5) business days prior to
the initial plan hearing.

All ballots accepting or rejecting the Plan will be delivered to
Wesley D. Ray, Polsinelli Shughart PC, One E. Washington, Suite
1200, Phoenix, Arizona 85004, no fewer than five business days
prior to the initial Plan hearing.

The written ballot report by the Plan proponent, as required by
Local Bankruptcy Rule 3018, will be no fewer than three business
days prior to the initial Plan hearing.

                Second Amended Disclosure Statement

With the exception of the Allowed Administrative Claims in Class
1-A, all the Creditors of the Debtor are impaired under the terms
of the Plan.

The amount of First National Bank of Hutchinson's Allowed Secured
Claim in Class 2-A will be limited to the value of its collateral,
as determined by the Court, and any amount by which FNBH's Allowed
Claim exceeds the value of its collateral will be deemed to be an
unsecured Claim, pursuant to Sec. 506(a) of the Bankruptcy Code,
and treated as part of Class 3-B.  The Debtor intends to pay the
full amount of FNBH's Allowed Secured Claim, with interest, over a
period of 12 years.

The Day Inn Note will be treated, and retired, in accordance with
its terms, but for the date upon which payment is due in the event
of acceleration.  In the event of an acceleration, the Debtor will
be permitted 90 days in which to pay the remaining balance of the
Days Inn Note.

Holders of Allowed Unsecured Claims in Class 3-B, which consist of
Unsecured Claims that are not specifically treated elsewhere in
the Plan, will be paid in full, with interest accruing at the Plan
Rate, in equal quarterly installments commencing on the Effective
Date and concluding on the eighth anniversary of the Effective
Date.  Any Insider that holds a Claim included in this Class will
not be paid anything on account of such Claim until all other
Claims against the Debtor are paid in full.

Class 4 Interest Holders will retain their equity interests, and
constitute the New Interest Holders in the Reorganized Debtor.

The Plan will be funded by the operations of the Hotel and
Restaurant.  According to papers filed with the Court, although
the Debtor's projections do not anticipate the need for any
material infusion of cash, to the extent any such infusion is
necessary, it will be made from either the Debtor's Interest
Holder, Perez Holdings II, LLC, or a third-party investor, likely
through the sale of a portion of the Interest Holder's equity
interest in the Debtor.

A copy of the Second Amended Disclosure Statement is available at:

        http://bankrupt.com/misc/SCOTTSDALE_VENETIAN_2ds.pdf

                     About Scottsdale Venetian

Scottsdale Venetian Village, LLC, operates the Days Hotel located
at 5101 N. Scottsdale Road, in Scottsdale, Arizona.  The Company
also operates Papi Chulo's Mexican Grill & Cantina, located
immediately adjacent to the hotel.  The hotel consists of 211
guest rooms and, among other things, facilities for meetings and
banquets.

Scottsdale Venetian Village filed a Chapter 11 petition (Bankr. D.
Ariz. Case No. 13-02150) on Feb. 19, 2013, in Phoenix, estimating
at least $10 million in assets and less than $10 million in
liabilities.

The Debtor is represented by John J. Hebert, Esq., and Wesley D.
Ray at Polsinelli Shughart, P.C., in Phoenix.  Charles B. Foley,
CPA, PLLC serves as the Debtor's accountant.

The Plan of Reorganization provides for the payment of outstanding
obligations by the proceeds from the continued operation of Days
Hotel located at 5101 N. Scottsdale Road, in Scottsdale, Arizona,
and the adjacent Papi Chulo's Mexican Grill & Cantin


SEARS HOLDINGS: Cashes Out of Prime Stores
------------------------------------------
Suzanne Kapner, writing for The Wall Street Journal, reported that
Sears Holdings Corp. has been selling off some of its best stores
to raise cash, an unusual strategy that makes it harder for the
struggling chain to improve its sales even as it helps shore up
its financial position.

According to the report, the discounter has sold nearly a dozen
profitable Sears stores in the U.S. and Canada over the past 18
months, including two separate deals that were signed this summer
for four stores plus an option to sell a fifth, according to
former employees and analysts who have tracked the deals.

That is a small number for a company that operates 2,000 Sears and
Kmart stores in the U.S. and 148 Sears stores in Canada, the
report pointed out.  Still, it is an indication the company is
faced with tough choices between succeeding as a retailer and
unlocking the value in its property.

In July, Sears agreed to sell two locations, one in the Fayette
Mall in Lexington, Ky., and another in CoolSprings Galleria in
Nashville, Tenn., to mall owner CBL & Associates Properties Inc.
for an undisclosed price, the report related.  Stephen Lebovitz,
CBL's chief executive, said the stores were located in two of his
company's top five malls. CBL owns or manages 93 malls.

The CoolSprings store sat on good real estate but wasn't that
profitable, former Sears employees said, the report cited.  But
the Fayette store turned a tidy profit, they said. Credit Suisse
analyst Gary Balter estimates that CoolSprings generated $1.4
million in earnings before interest, taxes, depreciation and
amortization on sales of $37.3 million, while Fayette earned $3.1
million on sales of $62.6 million.

                            About Sears

Hoffman Estates, Illinois-based Sears Holdings Corporation
(Nasdaq: SHLD) -- http://www.searsholdings.com/-- operates full-
line and specialty retail stores in the United States and Canada.
Sears Holdings operates through its subsidiaries, including Sears,
Roebuck and Co. and Kmart Corporation.  Sears Holdings also owns a
94 percent stake in Sears Canada and an 80.1 percent stake in
Orchard Supply Hardware.  Key proprietary brands include Kenmore,
Craftsman and DieHard, and a broad apparel offering, including
such well-known labels as Lands' End, Jaclyn Smith and Joe Boxer,
as well as the Apostrophe and Covington brands.  It also has the
Country Living collection, which is offered by Sears and Kmart.

Kmart Corporation and 37 of its U.S. subsidiaries filed voluntary
Chapter 11 petitions (Bankr. N.D. Ill. Lead Case No. 02-02474) on
Jan. 22, 2002.  Kmart emerged from chapter 11 protection on May 6,
2003, pursuant to the terms of an Amended Joint Plan of
Reorganization.  John Wm. "Jack" Butler, Jr., Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, represented the retailer in its
restructuring efforts.  The Company's balance sheet showed
$16,287,000,000 in assets and $10,348,000,000 in debts when it
sought chapter 11 protection.  Kmart bought Sears, Roebuck & Co.,
for $11 billion to create the third-largest U.S. retailer, behind
Wal-Mart and Target, and generate $55 billion in annual revenues.
Kmart completed its merger with Sears on March 24, 2005.

The Company's balance sheet at Aug. 3, 2013, showed $19.27 billion
in total assets, $16.45 billion in total liabilities and $2.82
billion in total equity.

                         Negative Outlook

Standard & Poor's Ratings Services in January 2012 lowered its
corporate credit rating on Hoffman Estates, Ill.-based Sears
Holdings Corp. to 'CCC+' from 'B'.  "We removed the rating from
CreditWatch, where we had placed it with negative implications on
Dec. 28, 2011.  We are also lowering the short-term and commercial
paper rating to 'C' from 'B-2'.  The rating outlook is negative,"
S&P said.

"The corporate credit rating reflects our projection that Sears'
EBITDA will be negative in 2012, given our expectations for
continued sales and margin pressure," said Standard & Poor's
credit analyst Ana Lai.  She added, "We further expect that
liquidity could be constrained in 2013 absent a turnaround
or substantial asset sales to fund operating losses."

Moody's Investors Service in January 2012 lowered Sears Holdings
Family and Probability of Default Ratings to B3 from B1.
The outlook remains negative. At the same time Moody's affirmed
Sears' Speculative Grade Liquidity Rating at SGL-2.

The rating action reflects Moody's expectations that Sears will
report a significant operating loss in fiscal 2011.  Moody's added
that the rating action also reflects the company's persistent
negative trends in sales, which continue to significantly
underperform peers.

As reported by the TCR on Dec. 7, 2012, Fitch Ratings has affirmed
its long-term Issuer Default Ratings (IDR) on Sears Holdings
Corporation (Holdings) and its various subsidiary entities
(collectively, Sears) at 'CCC' citing that The magnitude of Sears'
decline in profitability and lack of visibility to turn operations
around remains a major concern.


SHELBOURNE NORTH WATER: Involuntary Chapter 11 Case Summary
-----------------------------------------------------------
Alleged Debtor: Shelbourne North Water Street L.P.
                4526 North Kenneth
                Chicago, IL 60630

Case Number: 13-12652

Involuntary Chapter 11 Petition Date: October 10, 2013

Court: United States Bankruptcy Court
       District of Delaware (Delaware)

Judge: Hon. Kevin J. Carey

Petitioners' Counsel: Zachary I Shapiro, Esq.
                      RICHARDS, LAYTON & FINGER, P.A.
                      920 North King Street, P.O. Box 551
                      Wilmington, DE 19801
                      Tel: 302-651-7700
                      Fax: 302-651-7701
                      Email: shapiro@rlf.com

                           - and -

                      Russell C. Silberglied, Esq.
                      RICHARDS, LAYTON & FINGER, P.A.
                      One Rodney Square
                      920 North King Street
                      Wilmington, DE 19801
                      Tel: 302-651-7700
                      Fax: 302-651-7701
                      Email: silberglied@rlf.com

List of Debtor's petitioners:

   Petitioners                     Nature of Claim  Claim Amount
   -----------                     ---------------  ------------
RMW Acquisition Company, LLC        Bus. Debt        $69,500,000
c/o The Related Companies, L.P.
60 Columbus Circle, 19th Floor
New York, NY 10023

RMW CLP Acquisitions, LLC          Mechanic Liens    $10,543,163
c/o The Related Companies, L.P.
60 Columbus Circle, 19th Floor
New York, NY 10023

Thornton Tomasetti, Inc.            Mechanic Lien     $1,654,101
330 N. Wabash Avenue, Suite 1500
Chicago, IL 60611

Cosentini Associates                Mechanic Lien  not less than
1 South Wacker Drive, 37th Floor                        $773,340
Chicago, IL 60606


SOUNDVIEW ELITE: Seeks Imposition of Sanctions v. CITCo, Others
---------------------------------------------------------------
Soundview Elite, Ltd., and its debtor affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York to impose
sanctions for contempt of the automatic stay in connection with
the continued prosecution of foreign liquidation proceedings
following entry and clear notice of the automatic stay by Deborah
Hicks Midanek, The Solon Group, Inc., Optima Absolute Return Fund,
Ltd., Richcourt Allweather Fund, Inc., and America Alternative
Investments, Ltd., and Citco Global Custody (N.A.) N.V.

Warren J. Martin Jr., Esq. -- wjmartin@pbnlaw.com -- at Porzio,
Bromberg & Newman, P.C., in Morristown, New Jersey, relates,
notwithstanding the clear proof of the first-filed Chapter 11
petitions, Citco proceeded to continue its petitions to place the
"Limited Debtors" composed of Soundview Elite, Ltd., Soundview
Premium, Ltd., and Soundview Star, Ltd., into liquidation and to
have Joint Liquidators appointed, and the SPV Petitioners
proceeded to seek directions from the Cayman Islands Court as to
the appointment of SPV Liquidators.  As a result, the Cayman
Islands Court placed the Limited Debtors into liquidation and
appointed Citco's requested Joint Liquidators, Matthew Wright and
Peter Anderson.

The Cayman Island Action imperils the orderly administration of
the Chapter 11 cases, Mr. Martin asserts.  The Cayman Islands
Action also directly involves or affects the control or possession
of the Debtors' property, and claims against them, Mr. Martin
adds.

Mr. Martin further asserts that willful violations of the
automatic stay warrant contempt proceedings.

A hearing on the motion will be held on Oct. 16, 2013, at 9:45
a.m. (ET).  Objections are due Oct. 9.

The Debtors are also represented by Mark J. Politan, Esq., and
Kelly D. Curtin, Esq., at PORZIO, BROMBERG & NEWMAN, P.C., in New
York.

The Joint Liquidators are:

         Matthew Wright
         Peter Anderson
         RHSW (Cayman) Limited
         P.O. Box 897
         Windward 1, Regatta Office Park
         Grand Cayman KY1-1103, Cayman Islands

Gary S. Lee, Esq., and John A. Pintarelli, Esq., at MORRISON &
FOERSTER LLP, in New York, serve as counsel for the Joint
Liquidators.

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.


SOUNDVIEW ELITE: Cayman Liquidators Oppose Joint Administration
---------------------------------------------------------------
Peter Anderson and Matthew Wright, as Joint Official Liquidators
of Soundview Elite Limited, Soundview Premium Limited, and
Soundview Star Limited, object to and ask the U.S. Bankruptcy
Court for the Southern District of New York to deny the
application for entry of an order direction joint administration
of the Chapter 11 cases.

According to Gary S. Lee, Esq., at Morrison & Foerster LLP, in New
York, these are not typical Chapter 11 cases because the Debtors'
former officers and directors never had the authority to file the
Chapter 11 cases and act on behalf of the Debtors.  Moreover, Mr.
Lee asserts that the Debtors are Cayman Island exempted companies,
regulated by the Cayman Island Monetary Authority.  Furthermore,
Mr. Lee contends that any continuation of the Chapter 11 cases by
the officers is a violation of Cayman law because any purported
authority they may have had to act on behalf of the Limited
Debtors was extinguished upon issuance of the winding-up order and
the JOLs appointment.

The Joint Liquidators may be reached at:

         Matthew Wright
         Peter Anderson
         RHSW (Cayman) Limited
         P.O. Box 897
         Windward 1, Regatta Office Park
         Grand Cayman KY1-1103, Cayman Islands

John A. Pintarelli, Esq., at MORRISON & FOERSTER LLP, in New York,
also serve as counsel for the Joint Liquidators.

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.


SPENDSMART PAYMENTS: Director Brian Thompson Resigns
----------------------------------------------------
Brian Thompson resigned from his position as director of The
Spendsmart Payments Company, as well as from his position as
chairman of the audit committee, effective Oct. 1, 2013.  Mr.
Thompson's departure from the Board of Directors was not the
result of any disagreements with the Company.  The Board expressed
its appreciation for Mr. Thompson's past service and contributions
to the Company.

Effective Oct. 1, 2013, Jerold Rubinstein was appointed to the
Board of Directors of the Company, as well as appointed the
chairman of the audit committee.  Since June 28, 2012, Mr.
Rubinstein has served as the Chairman of the Board, CEO and a
director of Stratus Media Group, Inc., and joined the board of
Stratus Group Media, Inc., in April 2011.  Mr. Rubinstein is the
chairman of the audit committee of CKE Restaurants, the parent
company of Carl's Jr. Restaurants and Hardees Restaurants.  Mr.
Rubinstein also serves as the non-executive chairman of US Global
investors Inc., a mutual fund advisory company.  Mr. Rubinstein
has started and sold many companies over the years, including Bel
Air Savings and Loan and DMX, a cable and satellite music
distribution company.  Mr. Rubinstein started and sold XTRA Music
Ltd., a satellite and cable music distribution company in Europe.
Most recently Mr. Rubinstein consults with and serves on 3 early
stage development companies.  Mr. Rubinstein is both a CPA and
attorney.

In connection with Mr. Rubinstein's appointment to the Board, the
Company agreed to grant Mr. Rubinstein options to purchase up to
135,000 shares of common stock at an exercise price of $2.00 per
share and having a term of 5 years.

                          Amends Form 10-K

The Company amended its annual report on Form 10-K for the years
ended Sept. 30, 2012, and 2011, which was originally filed with
the U.S. Securities and Exchange Commission on Dec. 26, 2012.

On Aug. 19, 2013, after consulting with the Company's Audit
Committee, management concluded it had incorrectly calculated its
historical volatility for the fiscal years ended Sept. 30, 2012,
and 2011.  The error specifically related to an excel spreadsheet
calculation whereby it was calculating a volatility that was
significantly higher than it should have been.  The historical
volatility is a key assumption and driver in determining the
valuation of the company's stock based compensation and derivative
liabilities.  The impact of the change reduces the derivative
liabilities and stock based compensation as of and for the fiscal
years ended Sept. 30, 2012, and 2011 and the interim periods
within.

The restated statements of operations reflect a net loss
comprehensive net loss applicable to common shareholders of $25.57
million on $1 million of revenues for the year ended Sept. 30,
2012, as compared with a net loss and comprehensive net loss
applicable to common shareholders of $32.26 million on $1 million
of revenues as originally reported.

The Company's restated balance sheet at Sept. 30, 2012, showed
$5.78 million in total assets, $15.77 million in total
liabilities, all current, $1.02 million in redeemable common
stock, $8.65 million in redeemable series B convertible preferred
stock, and a $19.67 million total stockholders' deficiency.
The Company previously reported $5.78 million in total assets,
$20.77 million in total liabilities, all current, $789,569 in
redeemable common stock, $8.36 million in redeemable series B
convertible preferred stock and a $24.15 million total
stockholders' deficiency.

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

                       http://is.gd/tokGV9

                         About SpendSmart

San Diego, Cal.-based The SpendSmart Payments Company is a
Colorado corporation.  Through the Company's subsidiary
incorporated in the state of California, The SpendSmart Payments
Company, the Company issues and services prepaid cards marketed to
young people and their parents.  The Company is a publicly traded
company trading on the OTC Bulletin Board under the symbol "SSPC."

The Company's balance sheet at March 31, 2013, showed
$2.77 million in total assets, $1.82 million in total current
liabilities, and stockholders' equity of $947,763.


SPRINGLEAF FINANCE: To Prepay $550MM Loans Under Credit Agreement
-----------------------------------------------------------------
On Oct. 6, 2013, borrower Springleaf Financial Funding Company
delivered written notice of its intent to make a prepayment,
without penalty or premium, on Oct. 11, 2013, of $550.0 million of
initial loans under its Amended and Restated Credit Agreement,
dated as of May 10, 2011, among the Borrower, Springleaf Finance
Corporation (the "Company"), the subsidiaries of the Company party
thereto, the lenders party thereto, Bank of America, N.A., as
administrative agent and collateral agent, and the other parties
thereto.

Following the prepayment, the initial loans under the Credit
Agreement maturing in 2017 will be fully repaid, and the
outstanding principal amount of loans under the new loan tranche
under the Credit Agreement maturing in 2019, put in place on
Sept. 30, 2013, will be $750.0 million.  Upon the repayment in
full of the initial loans under the Credit Agreement maturing in
2017, pursuant to the Joinder Agreement, dated as of Sept. 30,
2013, among the Borrower, the Company, the Subsidiary Guarantors
and Bank of America, N.A., as lender, administrative agent and
collateral agent, (i) 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 (ii) 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.

A copy of the Form 8-K is available at http://is.gd/40zV5b

                     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.

                           *     *     *

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.

As reported in the TCR on Sept. 19, 2013, Fitch Ratings expects to
rate Springleaf Finance Corporation's $150 million senior
unsecured notes due 2021 and $100 million senior unsecured notes
due 2023 'B-/RR4'.

Fitch also expects to rate Springleaf's $500 million senior
unsecured notes due 2021 and $200 million senior unsecured noted
due 2023 'B-/RR4'.  These notes were issued by Springleaf in a
privately negotiated exchange for $700 million of the company's
existing 6.90% medium term notes due 2017.

As reported in the TCR on Sept. 20, 2013, Standard & Poor's
Ratings Services said it assigned its 'CCC+' rating on Springleaf
Finance Corp.'s $650 million senior unsecured notes due in 2021
and $300 million senior unsecured notes due in 2023.  S&P also
assigned a 'B' rating on Springleaf Financial Funding Co.'s $250
million senior secured term loan due in 2019.  In addition, S&P
affirmed its 'B' issue rating on the company's senior secured term
loans.  At the same time, S&P affirmed its 'B-' issuer credit
rating on Springleaf.  The outlook remains stable.


SPRINGLEAF FINANCE: To Prepay $550 Million Under 2011 Facility
--------------------------------------------------------------
Springleaf Financial Funding Company, delivered written notice of
its intent to make a prepayment, without penalty or premium, on
Oct. 11, 2013, of $550 million of initial loans under its Amended
and Restated Credit Agreement, dated as of May 10, 2011, with Bank
of America, N.A., as administrative agent and collateral agent,
and the other parties.

Following the prepayment, the initial loans under the Credit
Agreement maturing in 2017 will be fully repaid, and the
outstanding principal amount of loans under the new loan tranche
under the Credit Agreement maturing in 2019, put in place on
Sept. 30, 2013, will be $750 million.  Upon the repayment in full
of the initial loans under the Credit Agreement maturing in 2017,
pursuant to the Joinder Agreement, dated as of Sept. 30, 2013,
among the Borrower, the Company, the Subsidiary Guarantors and
Bank of America, N.A., as lender, administrative agent and
collateral agent, (i) 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 (ii) 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.

                      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.

                           *     *     *

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.

As reported in the TCR on Sept. 19, 2013, Fitch Ratings expects to
rate Springleaf Finance Corporation's $150 million senior
unsecured notes due 2021 and $100 million senior unsecured notes
due 2023 'B-/RR4'.

Fitch also expects to rate Springleaf's $500 million senior
unsecured notes due 2021 and $200 million senior unsecured noted
due 2023 'B-/RR4'.  These notes were issued by Springleaf in a
privately negotiated exchange for $700 million of the company's
existing 6.90% medium term notes due 2017.

As reported in the TCR on Sept. 20, 2013, Standard & Poor's
Ratings Services said it assigned its 'CCC+' rating on Springleaf
Finance Corp.'s $650 million senior unsecured notes due in 2021
and $300 million senior unsecured notes due in 2023.  S&P also
assigned a 'B' rating on Springleaf Financial Funding Co.'s $250
million senior secured term loan due in 2019.  In addition, S&P
affirmed its 'B' issue rating on the company's senior secured term
loans.  At the same time, S&P affirmed its 'B-' issuer credit
rating on Springleaf.  The outlook remains stable.


STACY'S INC: May Hire Ogletree Deakins as Employment Counsel
------------------------------------------------------------
The Hon. David R. Duncan of the U.S. Bankruptcy Court for the
District of South Carolina authorized Stacy's Inc. to employ
Ogletree, Deakins, Nash, Smoak & Stewart, P.C. as special counsel
for employment-related matters.

As reported in the Troubled Company Reporter on Aug. 28, 2013, the
Debtor said Ogletree Deakins has represented it since July 2011 in
connection with employment-related matters.  The firm has waived
any and all claims relating to services rendered prepetition. The
Debtor has agreed to pay regular hourly rates as set forth in the
parties' retainer agreement.

                        About Stacy's Inc.

Stacy's Inc., a commercial greenhouse in York, South Carolina,
filed a Chapter 11 petition on June 21 (Bankr. D. S.C. Case No.
13-03600) in Spartanburg, South Carolina, with a deal to sell the
business for $17 million to Metrolina Greenhouses, absent higher
and better offers.

Stacy's -- http://www.stacysgreenhouses.com/-- has 16 acres of
greenhouses on three farms aggregating 260 acres in York, South
Carolina.  The business employs 1,000 people during its peak
season.  The biggest customers include Home Depot, Lowe's, Wal-
Mart, Tractor Supply Company, Costco, and Harris Teeter.  The
secured lender is Bank of the West, owed $22.1 million secured by
liens on the assets.

The Debtor disclosed $26.4 million in total assets and $31.4
million in liabilities in its schedules.  The secured lender is
Bank of the West, owed $22.1 million secured by liens on the
assets.

The Debtor has tapped Barton Law Firm, P.A, as bankruptcy counsel;
Ouzts, Ouzts & Varn, P.A. as its financial advisor; SSG Advisors,
LLC, as its investment banker; and Faulkner and Thompson, P.A., to
provide limited accounting services.

The Debtor's primary secured creditor is Bank of the West.  Moore
& Van Allen, PLLC, represents the Official Committee of Unsecured
Creditors.


STONE CRANBERRY: Properties to Be Sold at Auction Today
-------------------------------------------------------
The land, with the buildings, structures and improvements, in
Carver, Plympton and Middleborough, Massachusetts, owned by Stone
Cranberry Corp., will be sold at a public auction at 11 a.m.
today, Oct. 11, 2013.

Notice of the Sale, and information on the properties being sold,
are available at http://is.gd/Pe2ptE

The properties are the subject of a Mortgage and Security
Agreement dated Dec. 24, 1997, given by Stone Cranberry Corp. to
First National Bank of New England.  The bank later assigned its
interest in the mortgage to Route 44 Development, LLC, which is
now seeking to foreclose, because of the mortgagor's breach of the
conditions of the Mortgage.

The highest bidder in the sale of the premises is required to
deposit a bank treasurer's check, or certified check in the amount
of $50,000.

For inquiries concerning the auction, contact Marianne Sullivan at
617-350-7700.

Other terms to be announced at sale.

Route 44 Development is represented by its attorneys:

          Kimberly L. Martin-Epstein, Esq.
          BARTLETT HACKETT FEINBERG P.C.
          155 Federal Street, 9th Floor
          Boston, MA 02110
          E-mail: kle@bostonbusinesslaw.com


TARGETED MEDICAL: Amends Funding Agreement with CMFG
----------------------------------------------------
Targeted Medical Pharma, Inc., on Oct. 1, 2013, entered into the
First Amendment to Workers' Compensation Receivables Funding
Assignment and Security Agreement with Cambridge Medical Funding
Group, L.L.C.

The Amended Receivables Funding Agreement amended that certain
Workers' Compensation Receivables Funding Assignment and Security
Agreement dated June 28, 2013, with CMFG in which the Company
assigned to CMFG future proceeds related to receivables or claims
with dates of service between the year 2007 and Dec. 31, 2012,
which have been generated by the Company through treatment to
workers' compensation patients in accordance with California law
in consideration for an aggregate of $3,280,000.  The Amended
Receivables Funding Agreement amended the Receivables Funding
Agreement as follows:

   * CMFG was given an extension through Sept. 30, 2013, to pay
     the remainder of the Funding Amount.

   * The Company is no longer required to place a portion of the
     Funding Amount into an escrow account which was to be used to
     offset certain failures of the Company relating to the Funded
     Receivables.

   * CMFG is granted a first priority lien on and a perfected
     security interest in the Company's "Non-Workers" Compensation
     Insurance Receivables" up until such time as CMFG has
     received payment of $3,761,000 in collections from the Funded
     Receivables.  Those lien and security interest is to secure
     due payment and performance of the Company's obligations
     under the Agreement, including, without limitation, the
     Company's remittance of the Funded Receivables to CMFG and
     the Company's obligation to make certain shortfall payments.
     The Company agrees not to grant or otherwise permit a
     security interest, pledge, lien or encumbrance in favor of
     another party on the "Non-Workers" Compensation Insurance
     Receivables."

   * The monthly division of collections on the Funded Receivables
     has been amended such that, once the Funded Receivables are
     wired to CMFG's servicing account, the Funded Receivables
     will be distributed: First, to CMFG as a servicing fee in an
     amount equal to five percent of the collections; Second, to
     CMFG to pay off any shortfalls from previous months (a
     shortfall will have been deemed to occur if CMFG receives
     less than $175,000 in a given month); Third, to CMFG in an
     amount up to $175,000; Fourth, to the Company in an amount of
     $125,000; Fifth, to CMFG and the Company, the remainder of
     the Funded Receivables split at a ratio of 50 percent to 50
     percent.  Once CMFG has received payment of $3,444,000 in
     collections from Funded Receivables, the Funded Receivables
     will cease to be distributed, and will instead be distributed
     from CMFG's servicing account as follows: First, to CMFG as a
     servicing fee in an amount equal to five percent of the
     collections; and Second, to CMFG and the Company, the
     remainder of the Funded Receivables split at a ratio of 45
     percent to 55 percent, respectively.

The Agreement includes certain customary representations,
warranties and covenants by the Company.

Subordination Agreement

On Oct. 1, 2013, the Company entered into a Subordination
Agreement with Raven Asset-Based Opportunity Fund I LP, a Delaware
limited partnership and assignee of CMFG as it relates to the
Agreement and William E. Shell, the Company's chief executive
officer, chief science officer and a director (the "Junior
Lender").  Pursuant to the Subordination Agreement, the Junior
Lender and the Company agree to subordinate any and indebtedness,
liabilities and obligations, both now and in the future, owed by
the Company to the Junior Lender to those debts held by Raven as
an assignee to the Agreements.

                      About Targeted Medical

Los Angeles, Calif.-based Targeted Medical Pharma, Inc., is a
specialty pharmaceutical company that develops and commercializes
nutrient- and pharmaceutical-based therapeutic systems.

Targeted Medical disclosed a comprehensive loss of $9.58 million
on $7.29 million of total revenue for the year ended Dec. 31,
2012, as compared with a comprehensive loss of $4.18 million on
$8.81 million of total revenue during the prior year.

The Company's balance sheet at March 31, 2013, showed $12.22
million in total assets, $14.20 million in total liabilities and a
$1.98 million total shareholders' deficit.

EFP Rotenberg, LLP, in Rochester, New York, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company has losses for the year ended Dec. 31, 2012,
totaling $9,586,182 as well as accumulated deficit amounting to
$13,684,789.  Further the Company does not have adequate cash and
cash equivalents as of Dec. 31, 2012, to cover projected operating
costs for the next 12 months.  As a result, the Company is
dependent upon further financing, related party loans, development
of revenue streams with shorter collection times and accelerating
collections on the Company's physician managed and hybrid revenue
streams.


TAYLOR BEAN: Ex-CEO Wants Fraud Case Tossed
-------------------------------------------
Law360 reported that the former head of a bankrupt mortgage
company that fed home loans to defunct firm Taylor Bean & Whitaker
Mortgage Corp. on Oct. 7 said a whistleblower suit alleging he
defrauded federal mortgage insurance programs should be dismissed
because he did not directly deal with the government.

According to the report, former Home America Mortgage Inc. CEO
James Gregory Hicks and Carl Wright, a disbarred attorney who
handled many of Home America's federally insured loans, said that
a relator complaint filed against them incorrectly said that they
made false representations.

The case is United States of America et al v. Taylor, Bean &
Whitaker Mortgage Corporation et al., Case No. 1:06-cv-03023 (N.D.
Ga.) before Judge Julie E. Carnes.

                       About Taylor Bean

Taylor, Bean & Whitaker Mortgage Corp. grew from a small Ocala-
based mortgage broker to become one of the largest mortgage
bankers in the United States.  In 2009, Taylor Bean was the
country's third largest direct-endorsement lender of FHA-insured
loans of the largest wholesale mortgage lenders and issuer of
mortgage backed securities.  It also managed a combined mortgage
servicing portfolio of approximately $80 billion.  The company
employed more that 2,000 people in offices located throughout the
United States.

Taylor Bean sought Chapter 11 protection (Bankr. M.D. Fla. Case
No. 09-07047) on Aug. 24, 2009.  Taylor Bean filed the Chapter 11
petition three weeks after federal investigators searched its
offices.  The day following the search, the Federal Housing
Administration, Ginnie Mae and Freddie Mac prohibited the company
from issuing new mortgages and terminated servicing rights.
Taylor Bean estimated more than $1 billion in both assets and
liabilities in its bankruptcy petition

Lee Farkas, the former chairman, was sentenced in June to 30 years
in federal prison after being convicted on 14 counts of conspiracy
and bank, wire and securities fraud in what prosecutors said was a
$3 billion scheme involving fake mortgage assets.

Jeffrey W. Kelly, Esq., and J. David Dantzler, Jr., Esq., at
Troutman Sanders LLP, in Atlanta, Ga., and Russel M. Blain, Esq.,
and Edward J. Peterson, III, Esq., at Stichter, Riedel, Blain &
Prosser, PA, in Tampa, Fla., represent the Debtors.  Paul Steven
Singerman, Esq., and Arthur J. Spector, Esq., at Berger Singerman
PA, in Miami, Fla., represent the Committee.  BMC Group, Inc.,
serves as the claims and noticing agent.

Unsecured creditors were expected to receive 3.3% to 4.4% under a
Chapter 11 plan approved in July 2011.


TEPECHI ENTERPRISES: Case Summary & 9 Unsecured Creditors
---------------------------------------------------------
Debtor: Tepechi Enterprises Inc.
           dba BIRR
        1440 Santa Fe Avenue
        Long Beach, CA 90805

Case No.: 13-34781

Chapter 11 Petition Date: October 9, 2013

Court: United States Bankruptcy Court
       Central District Of California (Los Angeles)

Judge: Hon. Richard M Neiter

Debtor's Counsel: Anthony Egbase, Esq.
                  LAW OFFICES OF ANTHONY O EGBASE & ASSOC
                  350 S Figueroa St Ste 189
                  Los Angeles, CA 90071
                  Tel: 213-620-7070
                  Fax: 213-620-1200
                  Email: info@anthonyegbaselaw.com

Total Assets: $1.67 million

Total Liabilities: $2.02 million

The petition was signed by Berta A. Castaneda, president.

A list of the Debtor's nine largest unsecured creditors is
available for free at http://bankrupt.com/misc/cacb13-34781.pdf


TOWER GROUP: A.M. Best Cuts $145.4MM Sr. Convertible Notes to 'bb'
------------------------------------------------------------------
A.M. Best Co. has downgraded the financial strength rating (FSR)
to B++ (Good) from A- (Excellent) and issuer credit ratings (ICR)
to "bbb" from "a-" of the pooled and reinsured members of the
Tower US Pool (Tower).  Concurrently, A.M. Best has downgraded the
ICR and the debt rating on $145.4 million 5.00% senior convertible
notes, due 2014 to "bb" from "bbb-" of the intermediate holding
company, Tower Group, Inc.  A.M. Best also has downgraded the FSR
to B++ (Good) from A- (Excellent) and ICR to "bbb" from "a-" of
CastlePoint Reinsurance Company, Ltd. (Bermuda).  Additionally,
A.M. Best has assigned an ICR of "bb" to the ultimate parent,
Tower Group International, Ltd. (Bermuda) [NASDAQ: TWGP].  All
companies are under review with negative implications and are
headquartered in New York, NY, unless otherwise specified.

These rating actions take into consideration Tower's most recent
announcement in which management plans to strengthen prior year
loss reserves by $365 million, well in excess of the $60 million -
$110 million initially indicated in its August 8th press release,
and take a goodwill impairment charge of $215 million as a result
of the reserve actions already taken.  These rating actions
consider the magnitude of the charges taken and the material
adverse impact on Tower's risk-adjusted capitalization, financial
leverage, liquidity and coverage ratios.  In addition, the ratings
consider the reduced financial flexibility given the delay in
earnings, the decline in shareholder confidence and the
corresponding decline in share price.

Once well regarded for its mergers and acquisitions strategy,
equally important is the consequential impact this reserve charge
has on Tower's business model, business profile and earnings
prospects going forward.  These rating actions also acknowledge
the various reinsurance transactions announced by Tower last week.
Considering the broad disparity between Tower's reserve guidance
in August and the actual reserve charge taken, A.M. Best believes
Tower will be challenged to restore shareholder confidence, both
in the near and long term.

On a positive note, Tower maintains adequate risk adjusted
capitalization and has been re-underwriting its book of business
since 2011.  Management is confident in its earnings prospects and
believes future underwriting results (excluding prior years)
should be more reflective of Tower's core business, which
continues to outperform p/c industry norms.  Despite management's
sentiment, the negative rating implications assigned to Tower
reflect the potential for further adverse reserve development,
increased competitive challenges and due to the ratings downgrade,
potential actions taken by third party reinsurers and lenders.

The ratings will remain under review pending further discussions
between A.M. Best and Tower's management.  The negative
implications reflect the reasonable likelihood that the ratings
and/or outlook could be downgraded and/or revised.

The FSR has been downgraded to B++ (Good) from A- (Excellent) and
the ICRs to "bbb+" from "a-" for the following pooled and
reinsured members of Tower US Pool:

* CastlePoint Insurance Company
* CastlePoint National Insurance Company
* Tower Insurance Company of New York
* Tower National Insurance Company
* Preserver Insurance Company
* North East Insurance Company
* Hermitage Insurance Company
* CastlePoint Florida Insurance Company
* Kodiak Insurance Company
* York Insurance Company of Maine
* Massachusetts Homeland Insurance Company


UNIVERSAL HEALTH: E-Hounds Approved as Imaging Consultant
---------------------------------------------------------
Soneet R. Kapila, as the duly appointed Chapter 11 Trustee for the
estate of Universal Health Care Group, Inc., obtained the U.S.
Bankruptcy Court's permission to employ E-Hounds, Inc. as a
forensic imaging consultant, and approval of the compensation
negotiated between the Trustee and E-Hounds.

As reported in the Troubled Company Reporter on Aug. 26, 2013,
the Chapter 11 Trustee sought employment of E-Hounds to perform
forensic imaging of servers and computers belonging to Universal
and/or AMC.

                  About Universal Health Care

Universal Health Care Group, Inc., owns an insurance company and
three health-maintenance organizations that provide managed care
services for government sponsored health care programs, focusing
on Medicare and Medicaid.

Universal Health was founded in 2002 by Dr. A.K. Desai and grew
its operations of offering Medicare plans to more than 37,000
members to over 20 states.

Universal Health filed a Chapter 11 bankruptcy protection (Bankr.
M.D. Fla. Case No. 13-01520) on Feb. 6, 2013, after Florida
regulators moved to put two of the company's subsidiaries in
receivership.

Universal Health Care estimated assets of up to $100 million and
debt of less than $50 million in court filings in Tampa, Florida.

Harley E. Riedel, Esq., at Stichter Riedel Blain & Prosser, in
Tampa, serves as counsel to the Debtor.

Soneet R. Kapila has been appointed the Chapter 11 Trustee in the
Debtor's case.  Mark Hall serves as his healthcare consultant
Dennis S. Jennis, Esq., and Jennis & Bowen, P.L., serves as
special conflicts counsel.


UNIVERSAL HEALTH: Court OKs Jennis & Bowen as Conflicts Counsel
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
authorized Soneet R. Kapila, as the Chapter 11 Trustee for
Universal Health Care Group, Inc., and as the Chapter 11 Trustee
for the sole member of American Managed Care, LLC, to employ
Dennis S. Jennis, Esq., and Jennis & Bowen, P.L., as special
conflicts counsel, nunc pro tunc to June 10, 2013.  The firm will
be paid $120 to $150 per hour for paraprofessionals and $175 to
$425 per hour for attorneys.

                    About Universal Health Care

Universal Health Care Group, Inc., owns an insurance company and
three health-maintenance organizations that provide managed care
services for government sponsored health care programs, focusing
on Medicare and Medicaid.

Universal Health was founded in 2002 by Dr. A.K. Desai and grew
its operations of offering Medicare plans to more than 37,000
members to over 20 states.

Universal Health filed a Chapter 11 bankruptcy protection (Bankr.
M.D. Fla. Case No. 13-01520) on Feb. 6, 2013, after Florida
regulators moved to put two of the company's subsidiaries in
receivership.

Universal Health Care estimated assets of up to $100 million and
debt of less than $50 million in court filings in Tampa, Florida.

Harley E. Riedel, Esq., at Stichter Riedel Blain & Prosser, in
Tampa, serves as counsel to the Debtor.

Soneet R. Kapila has been appointed the Chapter 11 Trustee in the
Debtor's case.  E-Hounds, Inc. serves as a forensic imaging
consultant.


UNIVERSAL HEALTH: Mark Hall to Serve as Healthcare Consultant
-------------------------------------------------------------
Soneet R. Kapila, the duly appointed Chapter 11 Trustee in the
bankruptcy case of Universal Health Care Group, Inc., obtained
U.S. Bankruptcy Court approval to employ Mark Hall as his
healthcare consultant.

As reported in the Troubled Company Reporter on Aug. 9, 2013,
the Trustee said Mr. Hall has agreed to a flat rate of $5,000 for
his initial assessments to the Chapter 11 Trustee, and BankUnited
has consented to that funding from the lender's cash collateral.

                    About Universal Health Care

Universal Health Care Group, Inc., owns an insurance company and
three health-maintenance organizations that provide managed care
services for government sponsored health care programs, focusing
on Medicare and Medicaid.

Universal Health was founded in 2002 by Dr. A.K. Desai and grew
its operations of offering Medicare plans to more than 37,000
members to over 20 states.

Universal Health filed a Chapter 11 bankruptcy protection (Bankr.
M.D. Fla. Case No. 13-01520) on Feb. 6, 2013, after Florida
regulators moved to put two of the company's subsidiaries in
receivership.  Universal Health Care estimated assets of up to
$100 million and debt of less than $50 million in court filings in
Tampa, Florida.

Harley E. Riedel, Esq., at Stichter Riedel Blain & Prosser, in
Tampa, serves as counsel to the Debtor.

Soneet R. Kapila has been appointed the Chapter 11 Trustee in the
Debtor's case.  Dennis S. Jennis, Esq., and Jennis & Bowen, P.L.,
serves as special conflicts counsel and E-Hounds, Inc. serves as a
forensic imaging consultant.


WAJAX CORP: DBRS Assigns BB(high) Issuer Rating with Stable Trend
-----------------------------------------------------------------
DBRS Inc. has assigned an Issuer Rating of BB (high) to Wajax
Corporation, along with a rating of BB (low) to the Company's
Senior Unsecured Notes based on a recovery rating of RR6, both
with Stable trends.  DBRS has determined the Issuer Rating using
the DBRS methodology "Rating Companies in the Capital Goods
Dealership Industry," while the Senior Unsecured Notes rating has
been determined using DBRS methodology "Recovery Ratings for Non-
Investment Grade Corporate Issuers".  The ratings reflect the
Company's business profile which is weaker than the assigned
industry risk profile of BBB, as well as a forward looking and
historical assessment of its relatively stronger financial
profile.

Wajax is a distributor of capital goods with a large branch
network across Western Canada, Ontario and Eastern Canada and is
engaged in the sale and support of mobile equipment, power systems
and industrial components.  The Company has grown historically
through acquisitions but also in-line with economic growth as well
as due to expansion of the country's natural resource sector over
the last decade. The Company's business profile is mainly
supported by the scale of Wajax operations, which conducts
business through three business segments, with each having an
extensive network across the country, making it the largest multi-
line distributor in Canada.  Additionally, the Company has a large
and growing product support revenue base which adds stability
through the economic cycles.  The Company benefits from its broad
exposure, including geographic and end-market diversification.  As
a result, revenues are generally more stable and grew at a 3.9%
compound average growth rate from 2012 to 2008, while EBITDA grew
at 4% over the same period, with the Company exhibiting less
volatility relative to the cyclical capital goods industry.

Constraining the business profile is Wajax's multi-OEM (original
equipment manufacturer) model in the mobile equipment segment.
While Wajax has a diversified exposure to various manufacturers,
the Company's reliance on a mix of OEM relationships could be
disadvantageous relative to those dealers who deal with a single
leading OEM.  Those dealers are able to fully align themselves and
benefit from the OEM's leading brand, market position and
competitiveness.  To this end, Wajax has been able to achieve a
smaller market share than the other two publically traded dealers.
Furthermore dealing with multiple OEMs can be challenging because
each can demand investment in minimum inventory, resulting in
several OEM-specific inventories.  Lastly, Wajax faces the risk of
losing a distribution agreement due to an acquisition of one of
its smaller OEMs by a competitor, similar to the acquisition of
LeTourneau Inc. by Joy Global.

The Company's large and growing product support revenues add a
degree of stability through the economic cycles.  However, most of
the Company's product support revenues consist of parts sales in
the industrial components division, which are quite stable but not
as profitable and therefore this segment has lower operating
earnings profitability of about 6%.  Consequently, the Company
also has a lower operating earnings margin relative the industry.
Although DBRS acknowledges that the equipment and power systems
segments have a 7% to 8% operating earnings margin, the overall
Company profitability averaged approximately 6% over the preceding
five years, in contrast to approximately 7% to 10% for larger
dealers.

The Company's financial metrics have deteriorated recently from
historical levels. Most metrics at last twelve months (LTM) June
30, 2013, exceed the currently assigned ratings, however, the
financial profile has turned more aggressive, also noting that the
Company maintains an aggressive dividend policy of paying out
approximately 75% of earnings.  Some comfort is derived from the
fact that distributions are limited by the Company's credit
agreement in the event that leverage exceeds 3 times (x).
Nonetheless, leverage has been rising, from the beginning of 2012
up until June 30, 2013, and the Company incurred additional
indebtedness of approximately $150 million due to aggressive
investment in inventory, as well as due to cash tax payments
associated with Wajax's conversion from an income trust.  As such,
DBRS calculated debt-to-EBITDA has risen from 0.7x at the end of
2011 to 2.2x for LTM at June 30, 2013, and DBRS expects this level
of leverage to persist going forward.

The Company has also historically grown through acquisitions, and
therefore has a high balance of intangible assets on the balance
sheet, making the equity base more susceptible than otherwise to a
write down.  This, combined with higher leverage and a high
dividend payout, limit the financial flexibility of the Company
and represent an ongoing risk.  At the same time, DBRS has
factored into its rating the working capital and the less-capital-
intensive nature of operations, both of which partially offset the
negative features of the financial profile and add flexibility.
The working capital orientation of the business, and the resulting
decreased need for inventory and receivables, provide a source of
cash to reduce debt during downturns.  Indeed, in the 2009 period,
Wajax was able to use the proceeds from working capital to reduce
debt.

DBRS expects the current resource sector slowdown to impact
Wajax's revenues, earnings and cashflows negatively over the next
six to twelve months, although Wajax's exposure to less cyclical
sectors, such as material handling, construction and government,
should serve to offset some of the declines.  DBRS expects that
net free cash flow will remain negative for the full year 2013 due
to high working capital investments, as well as investment
relating to rental assets and capex. Despite this, DBRS expects
that the financial profile will be in-line with the current rating
over 2013, barring significant downturns in the capital goods
industry, and that Wajax will continue to benefit from its broad
distribution network and favourable revenue composition.  DBRS
expects the Issuer Rating to remain at BB (high), although a
review will occur in the case that the Company's indebtedness
increases significantly or in the event of a more severe economic
contraction.  Pursuant to our rating methodology "DBRS Recovery
Ratings for Non-Investment Grade Corporate Issuers," DBRS has
determined Wajax's asset value at default based on a liquidation
analysis, in which DBRS applies discount values to Wajax's assets.
The recovery prospects for unsecured debt holders are poor, which
corresponds to a RR6 rating (0% to 10% expected recovery).


WAJAX CORP: S&P Assigns 'BB+' CCR & Rates C$125MM Sr. Notes 'BB'
----------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BB+'
long-term corporate credit rating to Mississauga, Ont.-based Wajax
Corp.  The outlook is stable.

At the same time, Standard & Poor's assigned its 'BB' issue-level
rating (one notch below the corporate credit rating on Wajax) and
'5' recovery rating to the company's proposed C$125 million senior
unsecured notes.  The '5' recovery rating indicates S&P's
expectation of modest (10%-30%) recovery in a default scenario.

"The ratings on Wajax reflect Standard & Poor's assessment of the
company's moderate financial policies, good diversification by
business lines and end markets, and its solid market position
within the Canadian market," said Standard & Poor's credit analyst
Jamie Koutsoukis.  "The company's business is also supported by
counter-cyclical, working-capital requirements that release cash
in downcycles," Ms. Koutsoukis continued.  "These strengths are
partially offset, in our opinion, by the company's exposure to
cyclical resource-based industries and its relatively smaller
scale and size, which can lead to volatility in its EBITDA
generation," Ms. Koutsoukis added.

Wajax is a leading Canadian distributor engaged in the sale and
after-sale parts and services support of equipment, power systems,
and industrial components through a network of more than 100
branches across Canada.  The company is a multi-line distributor
and represents a number of manufacturers across its core
businesses.

The stable outlook reflects S&P's expectation that, despite
weakness in the oil and gas and mining markets, Wajax will
maintain its current financial risk profile as a result of a
conservative financial policy and strong balance sheet.
Furthermore, S&P believes that the more resilient parts and
services business will provide support for the company's bottom
line as new equipment sales are likely to remain challenged.

S&P could lower the rating on Wajax if its operating performance
were to deteriorate unexpectedly or if the company were to
increase leverage for acquisitions or to maintain dividends,
resulting in sustained adjusted debt to EBITDA of more than 4x.
S&P believes an upgrade is unlikely because the ratings are
constrained by the company's business risk profile, specifically
its smaller scale and diversity.  However, if Wajax is able to
improve its diversification, which would support greater stability
in its EBITDA, an upgrade is possible.


* Investors Confident in U.S. Public Cos. Prior to Gov't Shutdown
-----------------------------------------------------------------
Nearly seven in ten "main street" investors had confidence in the
U.S. capital markets and a record 79 percent had confidence in
investing in U.S. publicly-traded companies just prior to the
government shutdown on October 1, according to the Center for
Audit Quality's (CAQ) 2013 Main Street Investor Survey.  This
year's survey marks the seventh consecutive year the CAQ has
measured investor confidence in U.S. and global capital markets,
audited financial information and investing in U.S. publicly
traded companies.

"Weeks before the government closed, investor confidence in U.S.
capital markets reached 69 percent, a level not seen since 2009,
and confidence in investing in publicly traded companies reached a
record high," said CAQ Executive Director Cindy Fornelli.  "Our
polling shows a prolonged government shutdown or contentious debt
ceiling fight would reverse this trend and shake investor
confidence.  A default could be devastating."

CAQ Pulse Survey: Impact of Government Shutdown and Possible U.S.
Default

The CAQ conducted a follow up "pulse" survey to its annual
investor survey to gain a fresh perspective on how a prolonged
government shutdown or U.S. default would impact investor
confidence.  The results, from a poll of 424 average U.S.
investors, show that:

-- Today investor confidence in U.S. capital markets is holding
steady at 69 percent.

-- The longer the shutdown continues the more confidence will
erode -- if it lasts another week confidence recedes to 60
percent.

-- Most importantly, investor confidence would plummet to a record
low of 39 percent if Congress fails to raise the debt ceiling and
the U.S. were to default on its financial obligations.

"This new data shows just how high the stakes are for the country
and our capital markets if the U.S. defaults," continued
Ms. Fornelli.  "We've not seen investor confidence in the U.S.
capital markets fall below 60 percent in the seven years we've
conducted our survey, including in 2008 at the height of the
financial crisis.  Staring at the real possibility that confidence
dips to 39 percent if the U.S. defaults should be an incentive for
policymakers to resolve this situation."

Confidence in Audited Financial Information Holding Steady

Other key findings from the survey include the following:

   -- Confidence in capital markets outside the United States
rebounded back to 2011 levels with a seven percentage point jump
to 42 percent.

   -- After declining in 2008, confidence in audited financial
information released by publicly traded U.S. companies has
remained steady over the past four years with just over two-thirds
of investors expressing at least some confidence.  This year saw a
slight uptick with just over seven in ten (72%) investors
expressing at least some confidence.

   -- Since 2011, respondents were asked how much confidence they
have in a number of different entities when it comes to
effectiveness in looking out for investors' interests.  As in past
years, investors express the most confidence in independent
auditors (72%), followed by financial advisors and brokers (69%)
and independent audit committees (69%).  All entities across the
spectrum saw an increase in confidence in 2013.

Nonfinancial Factors Key in Investment Decisions

In addition to measuring confidence, the survey also explored the
factors that influence investment decisions, including what types
of information investors find essential to their decision-making
process.  It found that investors consider more nonfinancial
factors as being essential to their investment decisions than
financial factors.  Nonfinancial factors viewed as essential by
four in ten investors or more include:

   -- The sector or industry the company is in;

   -- Whether a company has sound corporate governance in place;

   -- The company's key strengths and weaknesses;

   -- The strategy for future company growth;

   -- The company's risks and opportunities; and

   -- Whether the company is operating in a socially responsible
manner and/or an environmentally-friendly fashion.

In terms of where investors source information, the survey found
that a majority of investors rely on a financial planner, advisor
or broker, and two-thirds consider a company's financial reports
when making investment decisions.  However, 34 percent of
investors surveyed indicated that they use social media some of
the time as a source of information.

"While investors continue to receive information from a variety of
more traditional sources, information from social media is
increasingly being integrated into many investors' decision-making
framework," said Ms. Fornelli.  "This trend, particularly among
younger investors, is important as companies consider how to share
financial and non-financial information with current and potential
investors."

                        About the Survey

A telephone survey of 1,013 investors was conducted from August
14-20, 2013 by The Glover Park Group using a standard digital dial
(RDD) methodology.  It has a margin of error +/-3.2 percent. In
addition to this survey in August, a telephone survey of 424
investors was conducted October 3-6, 2013.  It has a margin of
error of +/-4.8 percent.  Investors were defined as those with
investments valued at $10,000 or more.  The survey reports and the
complete questionnaires are available here
http://www.thecaq.org/newsroom/release_10092013.htm

The Center for Audit Quality (CAQ) -- http://www.thecaq.org-- is
an autonomous public policy organization dedicated to enhancing
investor confidence and public trust in the global capital
markets.  The CAQ fosters high quality performance by public
company auditors, convenes and collaborates with other
stakeholders to advance the discussion of critical issues
requiring action and intervention, and advocates policies and
standards that promote public company auditors' objectivity,
effectiveness and responsiveness to dynamic market conditions.
Based in Washington, D.C., the CAQ is affiliated with the American
Institute of Certified Public Accountants.


* Fitch Examines What a U.S. Technical Default Could Mean for MMFs
------------------------------------------------------------------
Fitch-rated U.S. money market funds (MMFs) hold an estimated
$234.9 billion, or about 37% of total assets in exposures to the
U.S. government via holdings of U.S. Treasury (UST) and government
agency securities as well as reverse repurchase agreements (repos)
that are collateralized by such securities. In addition, U.S.
dollar-denominated offshore MMFs hold a further $46 billion of
exposures, of which $26 billion is via repos.

The U.S. Treasury has said that available funds could run out as
early as October 17, absent a debt ceiling increase. Fitch Ratings
continues to believe that an agreement will ultimately be reached
to end the current political impasse in order to raise the U.S.
debt ceiling and avoid a 'technical' default. Nonetheless, it's
worth exploring the potential ramifications for U.S. dollar-
denominated MMFs should the U.S. government fail to make timely
payments on some portion of its debt obligations.

Fitch believes the overall risk to MMFs due to a U.S. default to
be low. Mark-to-market declines on U.S. government exposures are
probably manageable assuming any default is short lived and absent
significant redemption activity. In part, this view reflects MMFs'
low weighted average maturities and high amounts of short-term
liquidity available to meet redemptions.

Importantly, MMFs would not be required to sell U.S. Treasury
securities in the event of a technical short-term default under
Rule 2a-7 of the 1940 Investment Act and under Fitch's MMF rating
criteria. Thus, any liquidity pressures would more likely arise
from increased redemption activity. So far there is no evidence
that investors are taking money out of U.S. MMFs, although this
might change as the deadline to raise the debt ceiling nears. U.S.
MMFs experienced net outflows of $8.5 billion last week, or
roughly 0.3% of the industry's $2.694 trillion in assets under
management, after mostly rising for several months. In particular,
U.S. government MMF assets were flat, while prime MMFs saw
outflows of $11.3 billion, and municipal MMFs gained $2.8 billion.

Some of the liquidity MMFs hold, however, is in the form of
maturing UST securities and/or short-term repos secured by USTs
that help MMFs meet overnight and one-week liquidity requirements.
Fitch-rated U.S. MMFs hold $98.4 billion of repos secured by U.S.
government securities. Many MMFs rely in part on short-term repos
and to a lesser extent direct U.S. Treasury securities as a source
of liquidity. A material disruption of the UST-backed repo market
would be a credit negative given its size, interconnectedness and
importance to MMFs.

That said, liquidity levels at prime funds appear reasonably
solid, even after stripping out UST-backed repo and maturing UST
securities. Based on August month-end data, Fitch-rated prime MMF
portfolios held 26% of their assets in positions maturing in one-
week or less (one-week liquidity), excluding government securities
and repos backed by government securities.

Some government MMFs only invest directly in UST securities and,
therefore, are more reliant on a liquid, well-functioning market
in order to meet redemptions. If government MMFs were to face
heavy outflows, a failure by the U.S. government to rollover
maturing UST securities would have a liquidity impact and require
the funds to sell longer-dated securities. MMFs with heavy
exposure to UST securities maturing in October and early November
could be pressured in the face of heavy redemption activity. Fitch
understands that many MMF managers have shifted out of US Treasury
securities maturing in October that could be most at risk to a
debt ceiling impasse.

Fitch's rating criteria for MMFs would not require funds to sell
UST securities that are in a short-term 'technical' default,
provided that payment is expected to be received imminently, and
that the MMF has sufficient liquidity to meet redemptions even
when excluding the defaulted UST securities. However, a longer-
term impasse could put pressure on of the ability of some MMFs to
meet timely redemptions and maintain preservation of capital,
consistent with Fitch's rating criteria for MMFs, which could have
negative rating implications.

As events unfold over the next two weeks, Fitch will continue to
dialogue with managers of rated MMFs to understand their net
inflows/outflows, underlying liquidity positions and contingency
risk management plans, as well as the reaction of broader markets
to the debt ceiling negotiations. Fitch published a report in July
2011, leading up to the last U.S. debt ceiling standoff.


* Reiss Inducted Into TMA Turnaround, Restructuring Hall of Fame
----------------------------------------------------------------
FTI Consulting, Inc, the global business advisory firm dedicated
to helping organizations protect and enhance their enterprise
value, on Oct. 9 disclosed that M. Freddie Reiss, Senior Managing
Director in the firm's Corporate Finance/Restructuring segment,
was inducted into the Turnaround Management Association's (TMA)
Turnaround, Restructuring, and Distressed Investing Industry Hall
of Fame during the 25th TMA Annual Conference held in Washington
D.C. on October 3-5, 2013.

Mr. Reiss joined nine highly-esteemed professionals who represent
the second class to be inducted into the Turnaround, Restructuring
and Distressed Investing Industry Hall of Fame, following the 2008
induction of the inaugural class during TMA's 20th anniversary
celebration.  The Turnaround, Restructuring, and Distressed
Investing Industry Hall of Fame was created to honor those whose
outstanding individual contributions have made a lasting positive
impact on an industry dedicated to stabilizing underperforming
companies, rebuilding corporate value, and retaining jobs.

"Freddie joins an elite group of colleagues and peers as a
practitioner, thought leader, author, director, chairman, and
mentor," said Jack Dunn, President and Chief Executive Officer at
FTI Consulting.  "Freddie's greatest contribution to our firm has
been his absolute dedication to client service and attracting and
developing best-in-class teams.  Many of Freddie's mentees are the
core leaders of our Corporate Finance/Restructuring business
today, a true testament to Freddie's character, core values, and
leadership."

FTI Consulting is proud to celebrate the induction of Freddie
Reiss, a recognized expert in the field of corporate
restructuring. Mr. Reiss has advised on more than 100 bankruptcy-
related matters during his career.  His industry experience spans
real estate, manufacturing, entertainment, retail, financial
services, municipalities, energy, and nonprofit and government
services.  During his tenure at FTI Consulting, Mr. Reiss has
acted as an expert witness, interim management, a fiduciary and
chief restructuring officer, and trustee.

"It is an extraordinary honor to be recognized by my peers for my
achievements and contributions to our industry over the past 30
years," said Mr. Reiss.  "As an individual, I was fortunate to
have the strong institutional backing of FTI Consulting to develop
our Corporate Finance/Restructuring business offering.  I am most
proud of all the professionals I have mentored over the years
whose careers in this business have developed so impressively.
When you hire the best and brightest it is easy to develop your
people into future leaders.  This is why I chose to spend the
latter part of my career at FTI Consulting -- people want to work
with leading industry experts on the most critical and complex
cases."

Mr. Reiss is a member of the American Institute of Certified
Public Accountants, the New York and California Societies of
Certified Public Accountants and has completed the Director
Education and Certification Program at the John E. Anderson
Graduate School of Management at UCLA.  Mr. Reiss currently serves
on the Board of Trustees for the Baruch College Fund.  Mr. Reiss
is an independent board member and serves as the Chair of the
Audit Committee at Brundage-Bone, Contech Engineered Solutions LLC
and Liberty Medical Group.  Mr. Reiss is an independent director
for the Tennenbaum Capital Special Value Opportunities Fund, L.P.
and a serves on the Audit Committee and Joint Transactions
Committee.  Mr. Reiss is also a Fellow at the American College of
Bankruptcy.  He co-authored the American Institute of Certified
Public Accountants' Bankruptcy Guide and has been a panelist and
moderator at conferences and symposiums across the United States.

          About the Turnaround Management Association

The Turnaround Management Association -- http://www.turnaround.org
-- is the leading organization dedicated to turnaround management,
corporate restructuring, and distressed investing. Established in
1988, TMA celebrates its 25th anniversary with more than 9,000
members in 48 chapters worldwide, including 31 in North America.
Members include turnaround practitioners, attorneys, accountants,
investors, lenders, venture capitalists, appraisers, liquidators,
executive recruiters, and consultants, as well as academic,
government, and judicial employees.

                       About FTI Consulting

FTI Consulting, Inc. -- http://www.fticonsulting.com-- is a
global business advisory firm dedicated to helping organizations
protect and enhance enterprise value in an increasingly complex
legal, regulatory and economic environment.  With more than 4,000
employees located in 24 countries, FTI Consulting professionals
work closely with clients to anticipate, illuminate and overcome
complex business challenges in areas such as investigations,
litigation, mergers and acquisitions, regulatory issues,
reputation management, strategic communications and restructuring.
The company generated $1.58 billion in revenues during fiscal year
2012.


* BOOK REVIEW: Bankruptcy Crimes
--------------------------------
Author: Stephanie Wickouski
Publisher: Beard Books
Softcover: 395 Pages
List Price: $124.95
http://is.gd/LuspaE
Review by Gail Owens Hoelscher

Did you know that you could be executed for non-payment of debt
in England in the 1700s? Or that the nailing of an ear was the
sentence for perjury in bankruptcy cases in 1604? While ruling
out such archaic penalties, Stephanie Wickouski does believe "in
the need for criminal sanctions against bankruptcy fraud and for
consistent, effective enforcement of those sanctions."  She
decries the harm done to individuals through fraud schemes and
laments the resulting erosion in public confidence in the
judicial system.  This leading authoritative treatise on the
subject of bankruptcy fraud, first published in August 2000 and
updated annually with new material, will prove invaluable for
bankruptcy law practitioners, white collar criminal
practitioners, and prosecutors faced with criminal activity in
bankruptcy cases.  Indeed, E. Lawrence Barcella, Jr. of Paul,
Hastings, Janofsky, and Walker, in Washington, DC, says, "If I
were a lawyer involved in a bankruptcy matter, whether civil or
criminal, and had only one reference work that I could rely
upon, it would be this book."  And, Thomas J. Moloney with
Cleary, Gottlieb, Steen & Hamilton describes the book as "an
essential reference tool."

An estimated ten percent of bankruptcy cases involve some kind
of abuse or fraud.  Since launching Operation Total Disclosure in
1992, the U.S. Department of Justice has endeavored to send the
message that bankruptcy fraud will not be tolerated.  Bankruptcy
judges and trustees are required to report suspected bankruptcy
212 crimes to a U.S. attorney.  The decision to prosecute is
based on the level of loss or injury, the existence of sufficient
evidence, and the clarity of the law.  In some cases, civil
penalties for fraud are deemed sufficient to punish and deter.
Ms. Wickouski suggests that some lawyers might not recognize
criminal activity that the DOJ now targets for investigation.
She gives several examples, including filing for bankruptcy
using an incorrect Social Security number, and receiving
payments from a bankruptcy debtor that were not approved by the
bankruptcy court.  In both of these real life examples, DOJ
investigations led to convictions and jail time.
Ms. Wickouski says that although new schemes in bankruptcy fraud
have come along, others have been around for centuries. She
takes the reader through the most common traditional schemes,
including skimming, the bustout, the bleedout, and looting, as
well as some new ones, including the bankruptcy mill.
The main substance of Bankruptcy Crimes is Ms. Wickouski's
detailed analysis of the U.S. Bankruptcy Criminal Code, chapter
9 of title 18, the Federal Criminal Code.  She painstakingly
analyzes each provision, carefully defining terms and providing
clear and useful examples of actual cases.  She ends with a good
chapter on ethics and professional responsibility, and provides
a comprehensive set of annexes.

Bankruptcy Crimes is never dry, and some of the cases will make
you nostalgic for the days of ear-nailing.  This comprehensive,
well researched treatise is a particularly invaluable guide for
debtors' counsel in dealing with conflicts, attorney-client
relationships, asset planning, and an array of legal and ethical
issues that lawyers and bankruptcy fiduciaries often face in
advising clients in financially distressed situations.

Stephanie Wickouski is a partner in the New York office of Bryan
Cave LLP.  Her practice is concentrated in business bankruptcy,
insolvency, and commercial litigation.

This book may be ordered by calling 888-563-4573 or through your
favorite Internet bookseller or through your local bookstore.


                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2013.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-241-8200.


                  *** End of Transmission ***