TCR_Public/131031.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Thursday, October 31, 2013, Vol. 17, No. 302


                            Headlines

11850 DEL PUEBLO: Hires CBRE Inc as Real Estate Broker
200 EXECUTIVE WAY: Case Summary & 13 Largest Unsecured Creditors
56 WALKER: MB Financial Balks at Approval of Plan Outline
56 WALKER: All Assets to Be Sold at Nov. 26 Auction
ACTIVE NETWORK: Moody's Assigns B3 CFR & Rates New Secured Loan B1

ADAYANA INC: Submits List of 18 Largest Unsecured Creditors
AFA FOODS: Cash Collateral Termination Date Extended to Nov. 13
AFA FOODS: Seeks to Expand Scope of Davis Wright's Engagement
ALLENS INC: Taps $119-Mil. DIP Loan from Prepetition Lenders
ALLENS INC: Seeks to Use Cash Collateral to Operate

ALLENS INC: Employs Epiq as Claims & Noticing Agent
ANACOR PHARMACEUTICALS: Has $142.5-Mil. Settlement with Valeant
AOXING PHARMACEUTICAL: Gets NYSE MKT Listing Noncompliance Notice
ATLANTIC AVIATION: Moody's Rates $50MM Incremental Term Loan 'Ba3'
BATE LAND: Deere & Co. Balks at Confirmation of Chapter 11 Plan

BIO-KEY INTERNATIONAL: Issues 20.5 Million Units
BIOZONE PHARMACEUTICALS: Settles with Zicam for $700,000
BRAZOS PRESBYTERIAN: Fitch Rates $68MM Mortgage Revenue Bonds BB+
BUILDERS GROUP: Creditor Wants to Proceed With Foreclosure
BUILDERS GROUP: Court Limits Plan Exclusivity Until Dec. 9

CALMENA ENERGY: In Default of Certain Debt Covenants
CALPINE CORP: Moody's Rates New $490MM Senior Secured Notes 'B1'
CAPITOL BANCORP: Creditors Committee Directed to Unseal CRO Motion
CAPITOL BANCORP: Claims Estimation Hearing Adjourned to Nov. 19
CASCADE AG: Cairncross & Hempelmann Okayed to Withdraw as Counsel

CASH STORE: To Hold Conference Call for Shareholders on Nov. 5
CHA CHA ENTERPRISES: Can Access Wells Fargo's Cash Until Nov. 10
CHA CHA ENTERPRISES: Wells Fargo Wants Plan Filed by Feb. 7
CM REED: Case Summary & 2 Largest Unsecured Creditors
CODA HOLDINGS: Has Until Jan. 31 to Solicit Plan Votes

CONSOL ENERGY: Moody's Puts 'Ba3' CFR on Review for Downgrade
CONSOL ENERGY: S&P Puts 'BB' CCR on CreditWatch Developing
DETROIT DDA: Fitch Cuts Rating on $4MM Tax Increment Bonds to BB
DIGITAL DOMAIN: Access to DIP Loan Extended Thru Nov. 1
DIRECTCASH PAYMENTS: Moody's Changes Ratings Outlook to Negative

DRYSHIPS INC: To Release Third Quarter 2013 Results on November 4
ECO BUILDING: Incurs $24.6 Million Net Loss in Fiscal 2013
EDISON MISSION: NRG Agrees to Financial Conditions with Lessors
EIG INVESTORS: Moody's Affirms B2 CFR & B1 1st Lien Credit Rating
FLETCHER INTERNATIONAL: Case Trustee Can Hire Special Consultant

GASCO ENERGY: Orogen and Markham Held 97.9% Stake at Oct. 17
GATEHOUSE MEDIA: Can Employ Houlihan Lokey as Advisor & Banker
GATEHOUSE MEDIA: May Employ Young Conaway as Delaware Counsel
GEO PROPERTIES: Voluntary Chapter 11 Case Summary
GREEN FIELD ENERGY: Seeks Authority to Obtain $30-Mil. DIP Loan

GREEN FIELD ENERGY: Taps Thomas E. Hill as Restructuring Officer
GREEN FIELD ENERGY: Employs Latham & Watkins as Bankruptcy Counsel
GREEN FIELD ENERGY: Hires Young Conaway as Local Delaware Counsel
HOSPITALITY STAFFING: Seeks Extension of Schedules Filing Date
HOSPITALITY STAFFING: Taps Epiq as Claims Agent & Admin. Advisor

HOSPITALITY STAFFING: Meeting to Form Creditors' Panel on Nov. 4
IMPLANT SCIENCES: Explosives Detector Gets "Qualified" Status
INT'L FOREIGN EXCHANGE: Court Enters Joint Administration Order
INT'L FOREIGN EXCHANGE: Has Until Nov. 18 to File Schedules
INTERFAITH MEDICAL: Nov. 4 Hearing on Exclusivity Extensions

KBI BIOPHARMA: PNL Durham Objects to Ivey McClellan Hiring
KEYWELL LLC: Dec. 4 Hearing on Bid to Use Cash Collateral
KEYWELL LLC: To Sell Assets at Dec. 2 Auction
KEYWELL LLC: Wells Fargo Wants to Repossess Railcars
LAFAYETTE YARD: Has Final OK to Use Cash Collateral Until March 31

LAFAYETTE YARD: Has Final OK to Obtain DIP Loan From Racebook
LAFAYETTE YARD: May Employ Sheldon Good & Company as Auctioneer
LAGUNA BRISAS: Sr. Lienholder Won't Object to Orantes Hiring
LDK SOLAR: Has Forbearance with Noteholders Until Nov. 26
LIBERTY HARBOR: Plan Proposes Full Payment of Unsecured Claims

LIGHTSQUARED INC: Dish Network Lauds Harbinger Suit Dismissal
LIQUIDMETAL TECHNOLOGIES: Stockholders Elect Seven Directors
LYON WORKSPACE: Has Until Dec. 17 to Propose Chapter 11 Plan
MACCO PROPERTIES: Parties Object to Trustee's Hiring of Counsel
MERCANTILE BANCORP: Wants Plan Filing Period Extended to Dec. 24

MERCANTILE BANCORP: TruPS Committee Defends Bid to Hire Advisors
MORGAN'S FOODS: Inks 3rd Amendment to KFC Remodel Agreement
MISSION NEWENERGY: Files Rebuttal in Arbitration Proceedings
MI PUEBLO: WF Consents to Conditional Extension of Exclusivity
MPG OFFICE: Suspending Filing of Reports with SEC

MURRAY ENERGY: S&P Puts 'B' CCR on CreditWatch Negative
NATURAL PORK: Defends Exclusivity Extension Bid
NAVISTAR INTERNATIONAL: Unit Closes $250MM Wholesale Funding Deal
NEOMEDIA TECHNOLOGIES: Incurs $26.2 Million Net Loss in Q3
PENN NAT'L: Unveils Results of Senior Notes Consent Solicitation
PETTERS COMPANY: 3rd Memorandum Entered in Trustee's Litigation

PHOENIX DEVELOPMENT: Case Dismissal Hearing Continued to Dec. 19
PITTSBURGH GLASS: Moody's Rates New $360MM Secured Notes 'B3'
PONCE DE LEON: Trans Indies Approved as Real Estate Broker
PRM FAMILY: Court Sets Dec. 3 Hearing on Disclosure Statement
QUANTUM FUEL: Iroquois, et al., to Sell 477,598 Common Shares

ROBERTS HOTELS: Court Dismisses Chapter 11 Cases
ROUTE 73 EXPRESS: Case Summary & 11 Largest Unsecured Creditors
SAN BERNARDINO, CA: 9 Members Named to Retired Employees Panel
SANMINA CORP: S&P Raises CCR to 'BB-'; Outlook Stable
SEARS HOLDINGS: Q3 Performance No Effect on Moody's 'B3' CFR

SHAMROCK-HOSTMARK: Hearing on Plan Outline Continued to Nov. 13
STOCKTON, CA: Files Chapter 9 Plan for Adjustment of Debts
SOUTHERN MONTANA: Co-Op Members File Liquidation Plan
TLO LLC: Plan Due Today; Court Wants Settlement Talks
TLO LLC: Wants to Incur Add'l. DIP Loan From Technology Investors

TLO LLC: Authorized to Auction Substantially All Assets
TRIBUNE CO: S&P Assigns 'BB+' Rating to New $4.1BB Secured Debt
TRINITY 16: Case Summary & 7 Largest Unsecured Creditors
USG CORP: Offering $350 Million Senior Notes
USI INC: S&P Raises Corporate Credit Rating to 'B'

VALENCE TECHNOLOGY: Plan Hearing Continued to Nov. 13
VILLAGE AT KNAPP'S: Can Hire John Huizinga as Accountants
VILLAGE AT KNAPP'S: U.S. Trustee Wants Case Converted to Ch.7
VILLAGE AT NIPOMO: Hires John Rossetti as Broker
WEBCO SPORTS: Store Closes Doors After 77 Years

WILSONART LLC: S&P Affirms B+ Corp. Credit Rating; Outlook Stable
XCHANGE TECHNOLOGY: Chapter 15 Case Summary
ZOGENIX INC: FDA Approves New Drug Application for ZohydroTM ER

* Uncertainty Cuts Q3 Employment Outlook by Nearly 200K Jobs
* Realtor.com Unveils 2013 Quarterly Turnaround Towns Report

* Recent Small-Dollar & Individual Chapter 11 Filings


                            *********


11850 DEL PUEBLO: Hires CBRE Inc as Real Estate Broker
------------------------------------------------------
11850 Del Pueblo, LLC seeks authorization from the U.S. Bankruptcy
Court for the Central District of California to employ CBRE, Inc.
as real estate broker for the sale of the Debtor's property
located at 11850 Valley Boulevard, El Monte, CA 91732.

The Debtor requires CBRE Inc. to:

   (a) market the property, show the property to potential
       purchasers;

   (b) represent the Debtor as seller in connection with the sale
       of the property;

   (c) advise the Debtor with respect to obtaining the highest and
       best offer available in the present market for the
       property;

   (d) assist the Debtor in connection with any auction of the
       property; and

   (e) work with the Debtor to execute a strategy to maximize the
       value of the property while minimizing any risk, and will
       assist in assessing, qualifying and selecting the best
       buyer to ensure an efficient sale process.

As detailed in the Listing Agreement, CBRE Inc. will receive a
commission in the amount of:

       $150,000 if the gross purchase price is less than or equal
                to $15,000,000;

       $225,000 if the gross purchase price is greater than
                $15,000,000 and less than or equal to $15,500,000;
                and

             2% of the gross purchase price if the gross purchase
                price is greater than $15,500,000.

CBRE Inc. will share a portion of the Commission with the broker
retained by the buyer, if any, in an amount to be agreed to among
the brokers.

The Listing Agreement makes clear, however, that the Debtor is not
obligated to pay, and its estate is not liable for any Commission
in the event that either:

       - the Noteholder acquires the Property through a credit
         bid, or

       - the Noteholder obtains relief from the automatic stay in
         the Case to proceed with state law remedies against the
         property.

CBRE Inc. will pay all marketing costs including, without
limitation, those associated with assembling an offering brochure
and other marketing materials, the use of CBRE Inc. valuation
services and any necessary travel required to market the property,
except that the Debtor will be responsible for reimbursing CBRE
Inc. for actual, out-of-pocket marketing costs in an amount not to
exceed $750 if the Debtor removes the Property from the market for
any reason other than cause.

In addition, if the Debtor removes the property from the market,
the Debtor is requesting approval to reimburse CBRE Inc. for up to
$750 of actual, out-of-pocket expenses without further notice,
application to, or approval of the Court.

Daniel Riley, senior vice-president of CBRE Inc., 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.

CBRE Inc. can be reached at:

       Daniel Riley
       CBRE INC.
       2221 Rosecrans Avenue, Suite 100
       El Segundo, CA 90245
       Tel: +1 310 363 4899
       Fax: +1 310 363 4905
       Cel: +1 310 748 1328
       E-mail: dan.riley@cbre.com

                    About 11850 Del Pueblo

11850 Del Pueblo, LLC, first filed a Chapter 11 petition (Bankr.
C.D. Cal. Case No. 12-42819) in Los Angeles on Sept. 27, 2012.
The Debtor, a Single Asset Real Estate under 11 Sec. 101(51B),
owns property on 11850 Valley Boulevard, in El Monte, California.
The property, according to the schedules filed together with the
petition, is worth $9 million and secures a $17.5 million claim.
The Court eventually dismissed the bankruptcy case on Oct. 12,
2012, due to the Debtor's failure to timely file certain necessary
documents.

The Debtor filed a second petition (Bankr. C.D. Cal. 12-44726)
on Oct. 15.  Bankruptcy Judge Robert N. Kwan presides over the
case.

Patrick Galentine is the duly appointed state court receiver and
custodian for the Debtor.  Craig A. Welin, Esq., and Reed S.
Wadell, Esq., serve as bankruptcy counsel for the receiver.

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


200 EXECUTIVE WAY: Case Summary & 13 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: 200 Executive Way, LLC
        200 Executive Way
        Ponte Vedra Beach, FL 32082

Case No.: 13-06432

Chapter 11 Petition Date: October 29, 2013

Court: United States Bankruptcy Court
       Middle District of Florida (Jacksonville)

Judge: Hon. Paul M. Glenn

Debtor's Counsel: Jason A Burgess, Esq.
                  THE LAW OFFICES OF JASON A. BURGESS, LLC
                  118 West Adams Street, Ste. 900
                  Jacksonville, FL 32202
                  Tel: 904-354-5065
                  Email: jason@jasonaburgess.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Leo Hauser, president of LINC, Inc.,
managing member of the Debtor.

A list of the Debtor's 13 largest unsecured creditors is available
for free at http://bankrupt.com/misc/flmb13-6432.pdf


56 WALKER: MB Financial Balks at Approval of Plan Outline
---------------------------------------------------------
Jeff J. Friedman, Esq., at Katten Muchin Rosenman LLP, on behalf
of MB Financial Bank, N.A., objected to the approval of the
Disclosure Statement explaining 56 Walker LLC's First Amended
Liquidating Plan dated Sept. 18, 2013.

MB Financial asserts that there is inaccuracy of a number of
statements in the Disclosure Statement which MB Financial believes
must be corrected, certain provisions of the Plan render it
unconfirmable on its face, and accordingly, the Court must not
approve the Disclosure Statement and authorize solicitation unless
the Plan is modified.

As reported in the Troubled Company Reporter on Sept. 30, 2013,
Jonathan S. Pasternak, Esq., at Delbello Donnellan Weingarten Wise
& Wiederkehr, LLP, on behalf of the Debtor, submitted the First
Amended Plan and Disclosure Statement.

The Plan will be funded with (a) the net proceeds from the sale of
the Debtor's property, after the payment of all costs of closing,
including but not necessarily limited to, broker's commission,
other typical and customary closing costs not otherwise exempted
under the Plan, and (b) all remaining cash, if any, on hand at the
time of distribution.

A copy of the Disclosure Statement is available for free at
http://bankrupt.com/misc/56_WALKER_ds.pdf

AS reported in the TCR on Sept. 2, 2013, the prior iteration of
the Plan provides that it will be funded by the proceeds of the
sale of the Debtor's parcel of improved real property located at
56 Walker Street, in New York.  Under the Plan, the Allowed
Unsecured Claims (Class 4) will receive a pro rata portion of the
remaining proceeds of the Distribution Fund, if any, up to 100% of
the Allowed Class 4 Claim, after payment in full of all Class 1, 2
and 3 Allowed Claims and Allowed Administrative and Priority
Claims.  Allowed Class 4 Claims will be paid on the later to occur
of (a) the Allowance or dis-Allowance of all Class 1, 2 and 3
Secured Claims and (b) 10 business days following the Closing
Date.  Allowed Class 4 Claims are impaired under the Plan and
shall be entitled to vote to accept or reject the Plan.

The Allowed Secured Claims of the holders of Mechanic's Liens
(Class 1) will be paid in full on the Closing Date.  The Allowed
Secured Claim of MB Financial (Class 2), if any, will be paid in
full, to the extent Allowed, less any payments received during the
Chapter 11 case from the rents of the Property, either directly or
via the State Court appointed Receiver, and shall be paid on the
Closing Date.  The Allowed Secured Claim of Wextrust (Class 3)
will be paid in full, to the extent Allowed, together with any
postpetition Date interest at the Federal Judgment Rate, on the
Closing Date.

The Allowed Interest (Class 5) will receive the remaining proceeds
of the Distribution Fund, if any, after the payment of all
classified and unclassified Allowed Claims.

A full-text copy of the Plan, dated Aug. 22, 2013, is available
at http://bankrupt.com/misc/56WALKER_plan0822.pdf

                        About 56 Walker LLC

56 Walker LLC, the owner of a six-story building at 56 Walker
Street in the Tribeca section of Manhattan, returned to Chapter 11
(Bankr. S.D.N.Y. Case No. 13-11571) on May 13, 2013, this time
aiming for a $23 million sale to pay off about $14 million in
mortgages and $2 million in unsecured debt.  The Debtor scheduled
assets of $23,000,000 and liabilities of $15,996,104.

Judge Shelley Chapman was initially assigned to the case but the
case was transferred to Judge Allan L. Gropper.  Erica Feynman
Aisner, Esq., at Delbello Donnellan Weingarten Wise & Wiederkehr,
LLP, serves as the Debtor's counsel.

The previous Chapter 11 case began in September 2011 and was
dismissed in August 2012 when the bankruptcy judge refused to
approve a settlement.


56 WALKER: All Assets to Be Sold at Nov. 26 Auction
---------------------------------------------------
The Hon. Allan L. Gropper of the U.S. Bankruptcy Court for the
Southern District of New York approved bidding procedures to
govern the sale of substantially all of 56 Walker LLC's real and
personal property.  The Court also approved the asset purchase
agreement dated Sept. 13, 2013, between the Debtor and Project 56
Walker, LLC.

The Debtors scheduled a Nov. 26 auction of assets at Sotheby's
International Realty, 38 East 61st Street, New York, New York.
Competing bids are due Nov. 22, at 5 p.m.

The Court will consider approval of the sale to Project 56 or the
winning bidder at a hearing on Dec. 12, at 11 a.m.  Objections, if
any, are due Dec. 5.

In the event of any competing bids for the assets, resulting in
Project 56 not being the successful buyer, it will receive a
breakup fee of $180,000 to be paid at the time of the closing of
the sale with such third party buyer.

The Court also ordered that counsel to the Debtor must file with
the Bankruptcy Court a report of qualified bids no later than
Nov. 25, at 5 p.m.

                        About 56 Walker LLC

56 Walker LLC, the owner of a six-story building at 56 Walker
Street in the Tribeca section of Manhattan, returned to Chapter 11
(Bankr. S.D.N.Y. Case No. 13-11571) on May 13, 2013, this time
aiming for a $23 million sale to pay off about $14 million in
mortgages and $2 million in unsecured debt.  The Debtor scheduled
assets of $23,000,000 and liabilities of $15,996,104.

Judge Shelley Chapman was initially assigned to the case but the
case was transferred to Judge Allan L. Gropper.  Erica Feynman
Aisner, Esq., at Delbello Donnellan Weingarten Wise & Wiederkehr,
LLP, serves as the Debtor's counsel.

The previous Chapter 11 case began in September 2011 and was
dismissed in August 2012 when the bankruptcy judge refused to
approve a settlement.


ACTIVE NETWORK: Moody's Assigns B3 CFR & Rates New Secured Loan B1
------------------------------------------------------------------
Moody's Investors Service announced new debt ratings for Active
Network Inc. The Corporate Family rating ("CFR") is B3, the
Probability of Default rating ("PDR") is B3-PD, the proposed
senior secured revolving credit facility due 2018 and senior
secured 1st lien term loan due 2020 are rated B1 and the proposed
senior secured 2nd lien term loan due 2021 is rated Caa1. The
ratings outlook is stable.

The proceeds of the new term loans will be used along with new
equity invested by affiliates of Vista Equity Partners ("Vista")
to purchase Active, repay existing debt, and pay associated fees
and expenses. After completing the purchase, Active will be merged
with Vista portfolio company Lanyon, Inc. ("Lanyon"), which is
also a borrower of the rated debt.

Ratings Rationale:

The B3 CFR reflects Moody's expectation for high financial
leverage for some time and for negative free cash flow through
2014, as well as the execution challenges in the company's
business plan. Delays or difficulties achieving any one part of
the planned restructuring initiatives or client product migration
plans, or the assumption of continued revenue growth of about 10%
per year could leave Active with limited profits and weak free
cash flow in 2015.

Pro-forma debt to EBITDA is over 7.2 times as of June 30, 2013,
including future synergies of $27.5 million, a deferred revenue
adjustment of $16.8 million and $4.0 million of one-time payments
and public company expenses, minus $23.1 million of capitalized
software development expense, and after Moody's standard
adjustments. Debt to EBITDA should decline steadily to below 6
times, but not until 2015 and only if all aspects of the plan are
achieved. Active has recurring revenues from a large and diverse
customer base. Recent 8% to 12% organic revenue growth supports
Moody's expectation for solid top line growth. Active has recorded
good growth, but little profits or cash flow. The conclusion of
recent software development projects enables planned expense
reductions, the full benefit of which are not likely to be evident
until 2015. Moody's also notes that cash equity invested by Vista
in Active and Lanyon of $644.7 million represents a 55% equity
contribution, evidencing additional credit support. Adequate
liquidity is provided by about $90 million of balance sheet cash
expected at closing, and a fully-available $45 million revolving
credit facility, with free cash flow in 2015.

The stable ratings outlook reflects Moody's expectation for
negative cash flow and debt to EBITDA to remain above 6.5 times in
2014. The ratings could be lowered if revenue growth slows, cost
reduction initiatives do not produce profit margin growth or if
cash flow does not improve as expected, resulting in expectations
for diminished liquidity and debt to EBITDA to remain above 7
times. The ratings could be raised if restructuring and client
migration efforts succeed as planned and Active and Lanyon grow
revenues and profits in line with management's projections,
leading Moody's to expect debt to EBITDA to remain below 5.5 times
and free cash flow to be at least $40 million a year, while the
company maintains conservative financial policies.

Structural Considerations:

The LGD Assessment includes Registration Fees Payable of about $60
million as a separate liability, with the Creditor Class of senior
unsecured. As the amount of Registration Fees Payable increases
and the amount of overall senior unsecured claims increases, this
added cushion leads to a lower expected loss for the senior
secured debt. Registration Fees Payable is the money that Active
Network collects prior to an event on behalf of the event sponsor,
that needs to be turned over to the event sponsor. These funds are
not held in restricted bank accounts; therefore, in the event of a
bankruptcy, these funds likely would be within the bankrupt estate
and the sponsors would need to file claims to recover them. The
actual Registration Fees Payable balance is expected to be
seasonal, peaking in the summer and early fall, and likely to
increase as Active Networks sales increase. Any reduction in
Registration Fees Payable would result in a reduced amount of
senior unsecured claims and, with a lower amount of unsecured
claims to absorb the loss, could result in lowered secured debt
ratings (greater loss given default).

Assignments:

-- Corporate Family Rating, Assigned B3

-- Probability of Default Rating, Assigned B3-PD

-- Senior Secured Revolving Credit Facility due 2018, Assigned B1
    (LGD2, 28%)

-- Senior Secured 1st Lien Term Loan due 2020, Assigned B1 (LGD2,
    28%)

-- Senior Secured 2nd Lien Term Loan due 2021, Assigned Caa1
    (LGD5, 78%)

-- Outlook, Assigned Stable

Active, controlled by Vista, provides software that enables
registration for events and activity licensing, as well as event-
related marketing services. Customer groups include business
events, community activities, activity licensing, camping,
recreation, and sports. Lanyon provides content and spend
management solutions to the travel, transportation and hospitality
industries. Moody's expects revenue of approximately $500 million
in the fiscal year ending December 31, 2014.


ADAYANA INC: Submits List of 18 Largest Unsecured Creditors
-----------------------------------------------------------
Adayana, Inc. filed with the Bankruptcy Court a list identifying
its 18 largest unsecured creditors.

Creditors with the three largest unsecured claims are:

  Entity                       Nature of Claim        Claim Amount
  ------                       ---------------        ------------
ComVest Capital II L.P.         Blanket Lien          $13,250,000
525 Okeechobee Blvd., Suite                           (12,028,525
1050                                                   secured)
West Palm Beach, FL 33401


Vora, Geeta Sunderlal          Promissory Note        $361,209
62 E Golden Lake Rd
Circle Pines, MN 55014

Parell, Jeffrey                Promissory Note        $260,972
5504 Halifax Ln
Edina, MN 55424

A copy of the creditors' list is available for free at:

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

Adayana, Inc., sought protection under Chapter 11 of the
Bankruptcy Code on Oct. 14, 2013 (Case No. 13-10919, Bankr. S.D.
Ind.).  The Debtor is represented by Michael P. O'Neil, Esq., at
Taft Stettinius & Hollister LLP, in Indianapolis, Indiana.

BMO Harris is represented by James P. Moloy, Esq. --
jmoloy@boselaw.com -- at Bose McKinney & Evans LLP, in
Indianapolis, Indiana.


AFA FOODS: Cash Collateral Termination Date Extended to Nov. 13
---------------------------------------------------------------
AFA Investment Inc., and its debtor affiliates, and the agent for
the second lien lenders notified the U.S. Bankruptcy Court for the
District of Delaware that they agreed to a further extension of
the termination date under the Interim Cash Collateral Order
through and including Nov. 13, 2013.

Counsel for the Debtor can be reached at:

         Laura Davis Jones, Esq.
         Timothy P. Cairns, Esq.
         Peter J. Keane, Esq.
         919 North Market Street, 17th Floor
         P.O. Box 8705
         Wilmington, DE 19899-8705
         Tel: (302) 652-4100
         Fax: (302) 652-4400
         E-mail: ljones@pszjlaw.com
                 tcairns@pszjlaw.com
                 pkeane@pszjlaw.com

              - and -

         Jeffrey B. Elirnan, Esq.
         Brett J. Berlin, Esq.
         JONES DAY
         1480 Peachtree Street, N.E., Suite 800
         Atlanta, GA 30309
         Tel: (404) 581-3939
         Fax: (404) 581-8330
         E-mail: jbellman@jonesday.com
                 bjberlin@jonesday.com

                      About AFA Foods

King of Prussia, Pennsylvania-based AFA Foods Inc. was one of the
largest processors of ground beef products in the United States.
AFA had seven facilities capable of producing 800 million pound of
ground beef annually.  Revenue in 2011 was $958 million.

Yucaipa Cos. acquired the business in 2008 and currently owns 92%
of the common stock and all of the preferred stock.

AFA Foods, AFA Investment Inc. and other affiliates filed for
Chapter 11 protection (Bankr. D. Del. Lead Case No. 12-11127) on
April 2, 2012, after recent changes in the market for its ground
beef products and the impact of negative media coverage related to
boneless lean beef trimmings (BLBT) affected sales.

Judge Mary Walrath presides over the case.  Laura Davis Jones,
Esq., Timothy P. Cairns, Esq., and Peter J. Keane, Esq., at
Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware; Tobias
S. Keller, Esq., at Jones Day, in San Francisco; and Jeffrey B.
Ellman, Esq., and Brett J. Berlin, Esq., at Jones Day, in Atlanta,
Georgia, represent the Debtors.  FTI Consulting Inc. serves as the
Debtors' financial advisors and Imperial Capital LLC serves as
marketing consultants.  Kurtzman Carson Consultants LLC serves as
noticing and claims agent.

As of Feb. 29, 2012, the Debtors' books and records on a
consolidated basis, reflected approximately $219 million in assets
and $197 million in liabilities.  AFA Foods, Inc., disclosed
$615,859,574 in assets and $544,499,689 in liabilities as of the
Petition Date.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed seven
members to the official committee of unsecured creditors in the
Debtors' cases.  The Committee has obtained approval to hire
McDonald Hopkins LLC as lead counsel and Potter Anderson & Corroon
LLP serves as co-counsel.  The Committee also obtained approval to
retain J.H. Cohn LLP as its financial advisor.

AFA, in its Chapter 11 case, sold plants and paid off the first-
lien lenders and the loan financing the Chapter 11 effort.
Remaining assets are $14 million cash and the right to file
lawsuits.

General Electric Capital Corp. and Bank of America Corp. provided
about $60 million in DIP financing.  The loan was paid off in
July 2012.

In October 2012, the Bankruptcy Court denied a settlement that
would have released Yucaipa Cos., the owner and junior lender to
AFA Foods, from claims and lawsuits the creditors might otherwise
bring, in exchange for cash to pay unsecured creditors' claims
under a liquidating Chapter 11 plan.  Under the deal, Yucaipa
would receive $11.2 million from the $14 million, with the
remainder earmarked for unsecured creditors.  Asset recoveries
above $14 million would be split with Yucaipa receiving 90% and
creditors 10%.  Proceeds from lawsuits would be divided roughly
50-50.


AFA FOODS: Seeks to Expand Scope of Davis Wright's Engagement
-------------------------------------------------------------
AFA Foods Inc. sought and obtained approval from the U.S.
Bankruptcy Court to expand the scope of their retention of Davis
Wright Tremaine LLP as special litigation counsel.

DWT partner David A. Ernst attests the firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.

The Debtors seek to expand DWT's engagement to include the so-
called GOPAC Litigation because of, among other things, (a) DWT's
expertise generally with food product safety and recall litigation
issues; and (b) its history and experience as UFG's trial counsel
in the Cargill Litigation, which involves similar issues and
claims.  Based on DWT's practice expertise and its prior
experience and long-standing relationship with the Debtors, DWT
possesses extensive knowledge about the relevant issues and
circumstances.  As a result, the Debtors believe that DWT will be
able to represent the Debtors in an efficient and effective
manner.

Currently, hourly rates of partners for DWT range from $400 to
$570.  Other attorneys' hourly rates, including counsel positions,
range from $260 to $375.  The hourly rates charged for other
DWT service providers range from $100 to $275.

                        About AFA Foods

King of Prussia, Pennsylvania-based AFA Foods Inc. was one of the
largest processors of ground beef products in the United States.
AFA had seven facilities capable of producing 800 million pound of
ground beef annually.  Revenue in 2011 was $958 million.

Yucaipa Cos. acquired the business in 2008 and currently owns 92%
of the common stock and all of the preferred stock.

AFA Foods, AFA Investment Inc. and other affiliates filed for
Chapter 11 protection (Bankr. D. Del. Lead Case No. 12-11127) on
April 2, 2012, after recent changes in the market for its ground
beef products and the impact of negative media coverage related to
boneless lean beef trimmings (BLBT) affected sales.

Judge Mary Walrath presides over the case.  Laura Davis Jones,
Esq., Timothy P. Cairns, Esq., and Peter J. Keane, Esq., at
Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware; Tobias
S. Keller, Esq., at Jones Day, in San Francisco; and Jeffrey B.
Ellman, Esq., and Brett J. Berlin, Esq., at Jones Day, in Atlanta,
Georgia, represent the Debtors.  FTI Consulting Inc. serves as the
Debtors' financial advisors and Imperial Capital LLC serves as
marketing consultants.  Kurtzman Carson Consultants LLC serves as
noticing and claims agent.

As of Feb. 29, 2012, the Debtors' books and records on a
consolidated basis, reflected approximately $219 million in assets
and $197 million in liabilities.  AFA Foods, Inc., disclosed
$615,859,574 in assets and $544,499,689 in liabilities as of the
Petition Date.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed seven
members to the official committee of unsecured creditors in the
Debtors' cases.  The Committee has obtained approval to hire
McDonald Hopkins LLC as lead counsel and Potter Anderson & Corroon
LLP serves as co-counsel.  The Committee also obtained approval to
retain J.H. Cohn LLP as its financial advisor.

AFA, in its Chapter 11 case, sold plants and paid off the first-
lien lenders and the loan financing the Chapter 11 effort.
Remaining assets are $14 million cash and the right to file
lawsuits.

General Electric Capital Corp. and Bank of America Corp. provided
about $60 million in DIP financing.  The loan was paid off in
July 2012.

In October 2012, the Bankruptcy Court denied a settlement that
would have released Yucaipa Cos., the owner and junior lender to
AFA Foods, from claims and lawsuits the creditors might otherwise
bring, in exchange for cash to pay unsecured creditors' claims
under a liquidating Chapter 11 plan.  Under the deal, Yucaipa
would receive $11.2 million from the $14 million, with the
remainder earmarked for unsecured creditors.  Asset recoveries
above $14 million would be split with Yucaipa receiving 90% and
creditors 10%.  Proceeds from lawsuits would be divided roughly
50-50.


ALLENS INC: Taps $119-Mil. DIP Loan from Prepetition Lenders
------------------------------------------------------------
Allens, Inc., and All Veg, LLC, seek authority from the U.S.
Bankruptcy Court for the Western District of Arkansas,
Fayetteville Division, to obtain senior secured, superpriority
debtor-in-possession loan facility in the aggregate commitment
amount of up to $119,166,156, from Bank of America, N.A., as
administrative agent for a consortium of lenders.

BofA and the DIP Lenders are the Debtors' lenders under a
prepetition credit agreement.  The prepetition loan obligations
are secured by first priority liens on and security interests in
substantially all of the Debtors' assets.

The DIP Loan is composed of a senior secured, superpriority term
loan facility in the amount of up to $14,166,157 and a senior
secured, superpriority revolving loan facility in the amount of up
to $105,000,000.  The DIP obligations will bear interest (i) if a
Base Rate Term Loan or Base Rate Revolving Credit Loan at the Base
Rate plus the Applicable Margin, and (ii) if a LIBOR Term Loan or
LIBOR Revolving Credit Loan at LIBOR plus the Applicable Margin.

The DIP Obligations will be: (i) entitled to joint and several
superpriority claim status; (ii) secured by valid, enforceable
first priority, fully perfected security interests in and liens on
all of the Debtors' property, subject and subordinate only to the
carve-out; (iii) secured by a first priority, perfected lien on
all of the Debtors' unencumbered property, subject and subordinate
only to the carve-out; and (iv) secured by a second priority,
perfected lien on all of the Debtors' property that were subject
to a permitted priority lien that was perfected prior to the
Petition Date, subject and subordinate only to the carve-out.

The DIP Loan Documents require the Debtors to file, no later than
Nov. 27, 2013, a motion seeking approval to sell all or
substantially all of its assets.

Carve-out means: (i) allowed and unpaid professional fees and
disbursements incurred by the Debtors and any creditors' committee
in the Chapter 11 Cases on or after the delivery by the DIP Agent
of a Carve-Out Trigger Notice, in an amount not to exceed $350,000
in the aggregate; plus, (ii) the aggregate amount of any unpaid
professional fees and disbursements for professionals incurred
prior to the delivery by the DIP Agent of a Carve-Out Trigger
Notice, plus, (iii) the amount of any unpaid fees required to be
paid to the Clerk of the Court and to the office of the US
Trustee.

                       About Siloam Springs

Siloam Springs, Arkansas-based Allens, Inc., a maker of canned and
frozen vegetables in business since 1926, filed for bankruptcy on
Oct. 28, 2013, seeking to sell some divisions or reorganize as a
new company (Case No. 13-bk-73597, Bankr. W.D. Ark.).

The Debtors' proposed counsel are Stan D. Smith, Esq. --
ssmith@mwlaw.com -- Lance R. Miller, Esq. -- lmiller@mwlaw.com --
and Chris A. McNulty, Esq. -- cmcnulty@mwlaw.com -- at MITCHELL,
WILLIAMS, SELIG, GATES & WOODYARD, P.L.L.C., in Little Rock,
Arkansas; and Nancy A. Mitchell, Esq. -- mitchelln@gtlaw.com --
Maria J. DiConza, Esq. -- diconzam@gtlaw.com -- and Matthew L.
Hinker, Esq. -- hinkerm@gtlaw.com -- at GREENBERG TRAURIG, LLP, in
New York.


ALLENS INC: Seeks to Use Cash Collateral to Operate
---------------------------------------------------
Allens, Inc., and All Veg, LLC, seek authority from the U.S.
Bankruptcy Court for the Western District of Arkansas,
Fayetteville Division, to use cash collateral securing their
prepetition indebtedness.

According to Stan D. Smith, Esq., at Mitchell, Williams, Selig,
Gates & Woodyard, P.L.L.C., in Little Rock, Arkansas, the
Prepetition First Lien Lenders consent to the Debtors' use of cash
collateral and the Prepetition Second Lien Lenders have agreed not
to object to the DIP Lenders' provision of the DIP Facility and
the Debtors' use of cash collateral.

The Prepetition Second Lien Agent will solely receive, as adequate
protection, a valid, enforceable, fully perfected replacement
lien on all of the Debtors' property as of the Petition Date and
property acquired postpetition, subject and subordinate only to
the liens of the DIP Lenders, the liens of the Prepetition First
Lien Lenders, the Carve-Out, and (iv) any Permitted Priority
Liens.

Carve-out means: (i) allowed and unpaid professional fees and
disbursements incurred by the Debtors and any creditors' committee
in the Chapter 11 Cases on or after the delivery by the DIP Agent
of a Carve-Out Trigger Notice, in an amount not to exceed $350,000
in the aggregate; plus, (ii) the aggregate amount of any unpaid
professional fees and disbursements for professionals incurred
prior to the delivery by the DIP Agent of a Carve-Out Trigger
Notice, plus, (iii) the amount of any unpaid fees required to be
paid to the Clerk of the Court and to the office of the US
Trustee.

Siloam Springs, Arkansas-based Allens, Inc., a maker of canned and
frozen vegetables in business since 1926, filed for bankruptcy on
Oct. 28, 2013, seeking to sell some divisions or reorganize as a
new company (Case No. 13-bk-73597, Bankr. W.D. Ark.).

The Debtors' proposed counsel are Stan D. Smith, Esq. --
ssmith@mwlaw.com -- Lance R. Miller, Esq. -- lmiller@mwlaw.com --
and Chris A. McNulty, Esq. -- cmcnulty@mwlaw.com -- at MITCHELL,
WILLIAMS, SELIG, GATES & WOODYARD, P.L.L.C., in Little Rock,
Arkansas; and Nancy A. Mitchell, Esq. -- mitchelln@gtlaw.com --
Maria J. DiConza, Esq. -- diconzam@gtlaw.com -- and Matthew L.
Hinker, Esq. -- hinkerm@gtlaw.com -- at GREENBERG TRAURIG, LLP, in
New York.


ALLENS INC: Employs Epiq as Claims & Noticing Agent
---------------------------------------------------
Allens, Inc., and All Veg, LLC, seek authority from the U.S.
Bankruptcy Court for the Western District of Arkansas,
Fayetteville Division, to employ Epiq Bankruptcy Solutions, LLC,
as noticing and claims agent.

Epiq 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 Debtors have provided the firm with a $15,000
evergreen retainer to remain outstanding at all times.

Siloam Springs, Arkansas-based Allens, Inc., a maker of canned and
frozen vegetables in business since 1926, filed for bankruptcy on
Oct. 28, 2013, seeking to sell some divisions or reorganize as a
new company (Case No. 13-bk-73597, Bankr. W.D. Ark.).

The Debtors' proposed counsel are Stan D. Smith, Esq. --
ssmith@mwlaw.com -- Lance R. Miller, Esq. -- lmiller@mwlaw.com --
and Chris A. McNulty, Esq. -- cmcnulty@mwlaw.com -- at MITCHELL,
WILLIAMS, SELIG, GATES & WOODYARD, P.L.L.C., in Little Rock,
Arkansas; and Nancy A. Mitchell, Esq. -- mitchelln@gtlaw.com --
Maria J. DiConza, Esq. -- diconzam@gtlaw.com -- and Matthew L.
Hinker, Esq. -- hinkerm@gtlaw.com -- at GREENBERG TRAURIG, LLP, in
New York.


ANACOR PHARMACEUTICALS: Has $142.5-Mil. Settlement with Valeant
---------------------------------------------------------------
Anacor Pharmaceuticals has entered into a settlement agreement
with Valeant Pharmaceuticals International, Inc., related to all
outstanding litigation, including its arbitration with Valeant,
successor in interest to Dow Pharmaceutical Sciences, Inc., (DPS)
and its ongoing dispute with Medicis Pharmaceutical Corporation
(Medicis), which was acquired by Valeant in December 2012.

On Oct. 17, 2013, Anacor announced that the arbitrator appointed
to resolve its dispute with Valeant related to DPS issued an
Interim Final Award in favor of Anacor, awarding Anacor $100
million in damages as well as all costs of the arbitration and
reasonable attorney's fees.  On Oct. 27, 2013, Anacor and Valeant
agreed that Valeant would pay Anacor $142.5 million to settle all
existing and future claims as well as the damages awarded in that
arbitration as well as resolve its dispute with Medicis and all
other disputes between Anacor, Valeant and DPS related to Anacor's
intellectual property, confidential information and contractual
rights.  Valeant has agreed to make payment to Anacor no later
than Nov. 8, 2013.

Background on the Arbitration with DPS

On Oct. 24, 2012, Anacor provided notice to Valeant seeking to
commence arbitration with JAMS of a breach of contract dispute
under a master services agreement dated March 26, 2004, between
Anacor and DPS.  This agreement related to certain development
services provided by DPS in connection with Anacor's efforts to
develop its topical antifungal product candidate for the treatment
of onychomycosis.  Anacor's assertions included breach of
contract, breach of implied covenant of good faith and fair
dealing, misappropriation of trade secrets and unfair competition.

Background on Dispute with Medicis

On Nov. 28, 2012, Anacor filed an arbitration demand with JAMS
alleging breach of contract by Medicis under the Feb. 9, 2011,
research and development agreement between Medicis and Anacor
seeking damages in the form of payment for the achievement of
certain preclinical milestones under that agreement.  On Dec. 11,
2012, Medicis filed a complaint for breach of the Medicis
Agreement and a motion for preliminary injunction in the Delaware
Court of Chancery seeking to enjoin Anacor from prosecuting its
claims through arbitration.  On Jan. 16, 2013, Anacor filed a
motion requesting that the Delaware Court of Chancery dismiss the
Medicis suit and send the dispute back to arbitration.  On
Aug. 13, 2013, the Delaware Court of Chancery dismissed Anacor's
motion and ruled that it had jurisdiction over the dispute.

                    About Anacor Pharmaceuticals

Palo Alto, Calif.-based Anacor Pharmaceuticals (NASDAQ: ANAC) is a
biopharmaceutical company focused on discovering, developing and
commercializing novel small-molecule therapeutics derived from its
boron chemistry platform.  Anacor has discovered eight compounds
that are currently in development.  Its two lead product
candidates are topically administered dermatologic compounds -
tavaborole, an antifungal for the treatment of onychomycosis, and
AN2728, an anti-inflammatory PDE-4 inhibitor for the treatment of
atopic dermatitis and psoriasis.

As reported in the TCR on Mar 25, 2013, Ernst & Young LLP, in
Redwood City, California, in its report on the Company's financial
statements for the year ended Dec. 31, 2012, expressed substantial
doubt about the Company's ability to continue as a going concern,
citing the Company's recurring losses from operations and its need
for additional capital.

The Company's balance sheet at June 30, 2013, showed
$56.97 million in total assets, $49.56 million in total
liabilities, $4.95 million of redeemable common stock, and
stockholders' equity of $2.46 million.


AOXING PHARMACEUTICAL: Gets NYSE MKT Listing Noncompliance Notice
-----------------------------------------------------------------
Aoxing Pharmaceutical Company, Inc. on Oct. 30 disclosed that it
has received notice from NYSE MKT LLC that, based upon the
financial statements contained in Aoxing Pharma's Annual Report on
Form 10-K for the year ended June 30, 2013, Aoxing Pharma (a) is
not in compliance with Section 1003(a)(iii) of the NYSE MKT
Company Guide since it reported stockholders' equity of less than
$6,000,000 at June 30, 2013 and has incurred losses from
continuing operations and/or net losses in its five most recent
fiscal years then ended, and (b) is not in compliance with Section
1003(a)(iv) of the Company Guide since it has sustained losses
that are so substantial in relation to its overall operations or
its existing financial resources, or its financial condition has
become so impaired that it appears questionable, in the opinion of
the NYSE MKT, as to whether the Company will be able to continue
operations and/or meet its obligations as they mature.  The notice
advised that, in order to maintain its listing, Aoxing Pharma must
submit a plan of compliance by November 8, 2013 addressing how it
intends to regain compliance with Section 1003(a)(iv) by November
29, 2013, and must submit a plan of compliance by November 25,
2013 addressing how it intends to regain compliance with Section
1003(a)(iii) by April 27, 2015.  If Aoxing Pharma fails to submit
both plans or if the plans are not accepted, Aoxing Pharma will be
subject to delisting proceedings.

Management of Aoxing Pharma intends to submit both plans of
compliance required by NYSE MKT on the stated schedule.

            About Aoxing Pharmaceutical Company, Inc.

Aoxing Pharmaceutical Company, Inc. -- http://www.aoxingpharma.com
-- is a US incorporated specialty pharmaceutical company with its
operations in China, specializing in research, development,
manufacturing and distribution of a variety of narcotics and pain-
management products.  Headquartered in Shijiazhuang City, outside
Beijing, Aoxing Pharma has the largest and most advanced
manufacturing facility in China for highly regulated narcotic
medicines.  Its facility is one of the few GMP facilities licensed
for the manufacture of narcotic medicines by the China State Food
and Drug Administration (SFDA).  Aoxing Pharma has a joint venture
collaboration with Johnson Matthey Plc to produce and market
narcotics and neurological drugs in China.


ATLANTIC AVIATION: Moody's Rates $50MM Incremental Term Loan 'Ba3'
------------------------------------------------------------------
Moody's Investors Service has assigned a Ba3 rating to the planned
$50 million incremental term loan of Atlantic Aviation FBO, Inc.
Concurrently, all ratings, including the Corporate Family Rating
of Ba3, have been affirmed. The rating outlook is stable. Just
over half of the incremental term loan's proceeds will go to
Atlantic's parent, Macquarie Infrastructure LLC ("MIC"), in a
dividend payment while the balance will fund business expansion
through an acquisition and capital expenditures.

Ratings assigned:

  $50 million first lien term loan B due 2020, Ba3, LGD3, 34%

Ratings affirmed:

  Corporate Family, Ba3

  Probability of Default, B1-PD

  $70 million first lien revolver due 2018, Ba3, LGD3, to 34% from
  33%

  $465 million first lien term loan B due 2020, Ba3, LGD3, to 34%
  from 33%

  Speculative Grade Liquidity, SGL-3

Rating Outlook:

Continued at Stable

Ratings Rationale:

Affirmation of the Ba3 CFR reflects the good operational cash flow
characteristic of Atlantic's general aviation FBO (fixed base
operation) network, a gradually improving demand outlook ahead,
and Moody's view that financial leverage metrics should gradually
decline across 2014. Expectation of steady to slightly rising
volumes and continuation of the good fuel margin observed in H1-
2013 help support the CFR despite financial leverage metrics that
will become elevated for the rating. Further, in-step with MIC's
plan to have Atlantic regularly upstream dividends, forward
earnings will not be fully retained in the business. Proforma for
the pending incremental term loan, debt to EBITDA on a Moody's
adjusted basis will slightly exceed 4.5x (LTM June 30th), a level
at which Moody's views the business' financial capacity within the
Ba3 rating to be substantially utilized. Nonetheless, Atlantic's
broad and mature network possesses barriers to entry, including
long-term lease arrangements with local airport authorities
(currently averages just under 20 years) and many of its locations
enjoy sole FBO provider or single competitor status on their
respective airfields.

The stable rating outlook expects debt to EBITDA declining to the
low 4x range near term. Outlook stability is helped by limitation
on MIC's ability to further pay dividends through increases in
debt from Atlantic's first lien credit agreement, whose terms will
significantly restrict further term loan issuance following the
transaction without significant growth in earnings.

The Speculative Grade Liquidity rating of SGL-3 reflects an
adequate liquidity profile. Although the free cash flow generation
potential of the business is high-- well exceeding the annual
maintenance capital spending need and scheduled debt amortization-
- expected payout of surplus cash flow to MIC represents a
tempering consideration. Further, the lack of alternate liquidity
sources due to the fully pledged nature of the company's asset
base, constrains the SGL rating.

Upward rating momentum, unlikely near-term, would depend on
expectation of debt to EBITDA sustained at a level closer to 3x,
free cash flow to debt of 10% or higher and good liquidity.
Downward rating pressure would mount if the anticipated moderation
of debt/EBITDA from the mid 4x range were to not occur, if the
company were to pursue any further dividends to its parent funded
through additional debt, and/or if the liquidity profile were to
become weak.

Atlantic Aviation, headquartered in Plano, Texas, operates FBO's
at 62 general aviation airports in the US providing fueling and
fuel related services, aircraft parking, and hangar services to
owners/operators of jet aircraft, primarily in the general
aviation sector of the air transportation industry, but also
commercial, military, freight and government aviation customers.
Revenue over the twelve months ended September 30, 2013 was
approximately $720 million.


BATE LAND: Deere & Co. Balks at Confirmation of Chapter 11 Plan
---------------------------------------------------------------
Deere & Company asks the U.S. Bankruptcy Court for the Eastern
District of North Carolina to deny confirmation of Bate Land &
Timber LLC's Plan of Reorganization dated Aug. 30, 2013, unless
the matters stated in the objection are satisfactorily resolved.

According to Deere, the Debtor's Plan proposes to amortize Deere's
claim over a period of six years with interest accruing at the
rate of 5.75% per annum.  Payments will be made annually,
beginning on the 15th day of the first full year after the
Effective Date.

Additionally, the Plan requires creditors -- including Deere -- to
provide the Debtor with written notice and a 30-day opportunity to
cure following any default.

Deere asserts that, among other things:

   1. the Plan has not been proposed in good faith;

   2. the Plan fails to satisfy the best interest of creditors
      test;

   3. the Plan fails to the extent no impaired class accepts the
      Plan; and

   4. the Plan is not fair and equitable to Deere.

As of the Petition Date, the Debtor owes Deere $26,565, plus
interest at the rate of $4.72 per day from and after July 26, 2013
until paid in full.

                     About Bate Land & Timber

Willotte, North Carolina-based Bate Land & Timber, LLC, sought
protection under Chapter 11 of the Bankruptcy Code on July 25,
2013 (Case No. 13-04665, E.D.N.C.).  Judge Stephani W.
Humrickhouse oversees the Chapter 11 case.

The Debtor listed estimated assets of $10 million to $50 million
and estimated debts of $100,001 to $500,000.  The petition was
signed by Brad Cheers, manager.

The Plan filed in the case proposes to sell all of the Debtor's
real property valued at $47,032,125, and personal property valued
at $6,445,499.  Proceeds from the asset sales will fund the Plan.
The liens secured by the Debtor's property will attach to the net
proceeds of the sale remaining after payment costs of sale and all
reasonable and ordinary closing costs.

The Bankruptcy Administrator for the Eastern District of North
Carolina was unable to organize and recommend the appointment of a
committee of creditors holding unsecured claims against the
Debtor.


BIO-KEY INTERNATIONAL: Issues 20.5 Million Units
------------------------------------------------
BIO-Key International, Inc., pursuant to a Securities Purchase
Agreement, issued to certain private investors 20,547,337 units
consisting of 20,547,337 shares of the Company's common stock and
warrants to purchase an additional 20,547,337 shares of the
Company's common stock for an aggregate purchase price of
$3,082,100.  Each unit had a purchase price of $0.15 and consisted
of one share of common stock and one Warrant.

The Warrants are immediately exercisable at an exercise price of
$0.25 per share at any time prior to Oct. 24, 2016.  The Warrants
are also exercisable on a cashless basis if at any time following
the nine month anniversary of the issuance date there is no
effective registration statement covering the resale of the shares
of Common Stock underlying the Warrants.  The exercise price and
the number of shares issuable upon exercise of the Warrants are
subject to adjustment upon the occurrence of certain events,
including stock dividends, stock splits, combinations, and
reclassifications of the Company's capital stock, and the Warrants
immediately terminate upon the sale of all or substantially all of
the Company's assets or the acquisition of more than 50 percent of
the Company's voting securities by any person in one or a series
of related transactions.  The Warrants do not confer upon the
holders thereof any voting, dividend or other rights as
stockholders of the Company.

Pursuant to a placement agency letter agreement, the Company paid
the placement agent cash commissions equal to 8 percent of the
gross proceeds of the offering and agreed to reimburse the
placement agent for its reasonable out of pocket expenses.  In
addition, the Company issued to the placement agent a warrant to
purchase an aggregate of 1,643,786 shares of common stock.  The
Placement Agent Warrant has substantially the same terms as the
Warrants issued to the investors, except the Placement Agent
Warrant is immediately exercisable on a cashless basis.

Neither the Shares, Warrants nor the Placement Agent Warrant were
registered under the Securities Act of 1933, as amended, at the
time of sale, and therefore may not be offered or sold in the
United States absent registration or an applicable exemption from
registration requirements.  The securities were issued in a
private placement transaction solely to a limited number of
accredited investors pursuant to the exemption from registration
provided by Section 4(2) of the Securities Act or Rule 506 of
Regulation D thereunder, without engaging in any advertising or
general solicitation of any kind.

                           About BIO-Key

Wall, N.J.-based BIO-key International, Inc., develops and markets
advanced fingerprint biometric identification and identity
verification technologies, cryptographic authentication-
transaction security technologies, as well as related Identity
Management and Credentialing software solutions.

In its report on the consolidated financial statements for the
year ended Dec. 31, 2012, Rotenberg Meril Solomon Bertiger &
Guttilla, P.C., in Saddle Brook, New Jersey, expressed substantial
doubt about BIO-key's ability to continue as a going concern,
citing the Company's substantial net losses in recent years, and
accumulated deficit at Dec. 31, 2012.

The Company reported net income of $3,267 on $3.8 million of
revenues in 2012, compared with a net loss of $1.9 million on
$3.5 million of revenues in 2011.


BIOZONE PHARMACEUTICALS: Settles with Zicam for $700,000
--------------------------------------------------------
BioZone Pharmaceuticals, Inc., BioZone Laboratories, Inc., Matrixx
Initiatives, Inc., and Zicam, LLC, entered into a Settlement
Agreement and Mutual Release related to a voluntary recall
initiated by Matrixx on Dec. 18, 2012, of one lot of Zicam(R)
Extreme Congestion Relief nasal gel that BioZone Labs manufactured
on Matrixx' behalf.

In connection with the Product Recall, Matrixx sent BioZone Labs
on Jan. 3, 2013, a Notice of Default under the Supply Agreement
dated May 8, 2009, by and between BioZone Labs and Zicam, LLC, to
formally notify BioZone Labs that Matrixx is handling the Product
Recall and will require BioZone Labs to reimburse Matrixx for all
costs and expenses related to the Product Recall.

Pursuant to the Settlement Agreement, BioZone agreed to pay Zicam
$700,000 within 10 days of the date of execution of the Settlement
Agreement to settle all remaining amounts due to Zicam under the
Supply Agreement and the parties agreed to terminate the Supply
Agreement effective as of the date of the Settlement Agreement.
In addition, Zicam agreed to release BioZone Labs' from the post-
termination non-compete provision contained in the Supply
Agreement.  BioZone has now paid in full the required cash
settlement payment.

                    About Biozone Pharmaceuticals

Biozone Pharmaceuticals, Inc., formerly, International Surf
Resorts, Inc., was incorporated under the laws of the State of
Nevada on Dec. 4, 2006, to operate as an internet-based provider
of international surf resorts, camps and guided surf tours.  The
Company proposed to engage in the business of vacation real estate
and rentals related to its surf business and it owns the Web site
isurfresorts.com.  During late February 2011, the Company began to
explore alternatives to its original business plan.  On Feb. 22,
2011, the prior officers and directors resigned from their
positions and the Company appointed a new President, Director,
principal accounting officer and treasurer and began to pursue
opportunities in medical and pharmaceutical technologies and
products.  On March 1, 2011, the Company changed its name to
Biozone Pharmaceuticals, Inc.

Since March 2011, the Company has been engaged primarily in
seeking opportunities related to its intention to engage in
medical and pharmaceutical businesses.  On May 16, 2011, the
Company acquired substantially all of the assets and assumed all
of the liabilities of Aero Pharmaceuticals, Inc., pursuant to an
Asset Purchase Agreement dated as of that date.  Aero manufactures
markets and distributes a line of dermatological products under
the trade name of Baker Cummins Dermatologicals.

On June 30, 2011, the Company acquired the Biozone Labs Group
which operates as a developer, manufacturer, and marketer of over-
the-counter drugs and preparations, cosmetics, and nutritional
supplements on behalf of health care product marketing companies
and national retailers.

Biozone incurred a net loss of $7.96 million in 2012, as compared
with a net loss of $5.45 million in 2011.  The Company's balance
sheet at June 30, 2013, showed $7.70 million in total assets,
$13.00 million in total liabilities and a $5.30 million total
shareholders' deficiency.

Paritz and Company. P.A., in Hackensack, New Jersey, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012.  The independent
auditors noted that the Company has incurred operating losses for
its last two fiscal years, has a working capital deficiency of
$5,255,220, and an accumulated deficit of $14,128,079.  These
factors, among others, raise substantial doubt about the Company's
ability to continue as a going concern.


BRAZOS PRESBYTERIAN: Fitch Rates $68MM Mortgage Revenue Bonds BB+
-----------------------------------------------------------------
Fitch Ratings has assigned a 'BB+' rating to the approximately $68
million Harris County Cultural Education Facilities Finance
Corporation First Mortgage Revenue Bonds series 2013B issued on
behalf of Brazos Presbyterian Homes (Brazos). In addition, Fitch
has assigned a 'BB+' rating to the outstanding $25 million Harris
County Cultural Education Facilities Finance Corporation First
Mortgage Revenue Bonds (Brazos Presbyterian Homes, Inc. Project)
series 2013A.

The Rating Outlook is Stable.

The proceeds from the series 2013B bonds will be used to finance a
portion of the cost of an expansion project at Brazos Towers. The
bonds will be fixed rate and are expected to price the week of
Nov. 18th.

Security:

The bonds are secured by a gross revenue pledge, mortgage pledge
and debt service reserve fund.

Key Rating Drivers:

Significant Expansion Project Underway: Brazos is undertaking a
significant expansion and renovation project at its Brazos Towers
community, which will provide upgraded units and common area
spaces to meet current market demand. The project includes 84
additional independent living units (ILU), 33 assisted living
units (ALU), new common area spaces including a fitness center,
pool and an informal dining option as well as the renovation of
its health center, which will provide a higher percentage of
private rooms. The total project cost is approximately $94
million. The sources of funding for the project and financing
costs (DSRF and capitalized interest) include $68 million series
2013B bonds, $25 million temporary debt (to be redeemed from
initial entrance fees), $9 million series 2013A bonds, and $9.6
million equity contribution.

Very High Debt Burden: After this financing, Brazos' debt burden
is extremely high with MADS accounting for 33.9% of total revenue.
Historical proforma MADS coverage is very weak but improved in
fiscal 2012 due to higher than normal turnover entrance fees that
resulted in MADS coverage of 1.6x. This level was sustained
through the eight months ended Aug. 31, 2013 with 1.6x and
coverage at stabilization (2017) is expected to be 1.7x.

Current Financial Profile Is Solid: Brazos' existing financial
profile is investment grade with strong liquidity and consistent
profitability and moderate debt burden. However, given the
magnitude of its capital plans, the additional leverage and risks
related to the successful execution of the project results in the
non-investment grade rating.

Good Occupancy: Demand is good and exhibited by solid occupancy at
both communities. ILU occupancy at September 2013 was 95% at
Brazos Towers and 92% at Hallmark. The pre-sales for the expansion
project is at 79.8% (67 units reserved with 10% deposits).

STRONG LIQUIDITY: Brazos' liquidity is strong with 806 days cash
on hand and 154.5% cash to debt at August 31, 2013. With the
additional debt issuance, proforma cash to debt drops to 44.7%
(excluding temporary debt).

Rating Sensitivities:

Execution Of Expansion Project: The success of the expansion
project will be dependent on attracting continued interest in the
project to sell the remaining units, constructing the facility and
renovating existing space on schedule and within budget, and
converting the 10% reservations to move-ins on a timely basis. The
failure to achieve stabilized occupancy (93%) in a timely manner
could result in negative rating pressure given the organization's
highly leveraged position.

Credit Profile:

Brazos is a Type B continuing care retirement community (CCRC)
that owns two communities, Brazos Towers at Bayou Manor (Brazos
Towers) and the Hallmark, located in Houston, TX. These
communities have been operated by Brazos since 1963 and 1972,
respectively. Brazos Towers currently has 97 ILUs, eight ALUs, and
60 licensed skilled nursing (SNF) beds (operates 56). The Hallmark
has 127 ILUs, 12 ALUs, 10 memory support units, and 32 bed SNF.
Although the communities are only approximately six miles apart
the resident draw for each community is from different zip codes
within the Houston area. Brazos had $20 million in total revenue
in fiscal 2012 (Dec. 31 fiscal year end).

Current Financial Profile Is Solid:

Brazos' current financial profile is solid with good
profitability, strong liquidity and manageable debt burden.
Performance has improved steadily since 2008 as occupancy has
rebounded, which was primarily driven by the hiring of Spectrum
Consulting (Spectrum) to assist with marketing. The current
financial performance provides Brazos the ability to achieve a
high non-investment grade rating despite the significant
additional leverage.

Net operating margin - adjusted improved to 37.6% in fiscal 2012
from 18.2% in fiscal 2008 and was 37.5% through the eight months
ended Aug. 31 2013 (interim period). Net turnover entrance fees
have been much higher in fiscal 2012 and through the interim
period compared to historical years due to improved occupancy and
more sales of the refundable fee plan versus the nonrefundable
plan. Net entrance fees received were $11.1 million in fiscal 2012
compared to $5.8 million in fiscal 2011 and $4.5 million in fiscal
2010. In the interim period, net entrance fees received were $7.1
million compared to $4.6 million the same prior year period.

Strong entrance fee receipts have resulted in significant growth
of the balance sheet with total unrestricted cash and investments
of $42.8 million at August 31, 2013 from $22.4 million at fiscal
year end 2008. At August 31, 2013, this translated to 806 days
cash on hand and 154.5% cash to debt.

Good Occupancy:

Spectrum was hired in 2009 and several marketing initiatives were
implemented including the deferral of entrance fees and offering a
lease option. Other objectives included raising the visibility of
the organization in the market as well as revamping its website.
ILU occupancy at Brazos Towers improved to 95% as of Sept. 30,
2013 from 74% in fiscal 2010. ILU occupancy at the Hallmark
improved to 92% as of Sept. 30, 2013 from 89% in fiscal 2010.

Health care center occupancy at the Hallmark has been consistently
solid and as of Sept. 30, 2013 was 99% in the memory support
units, 90% in the ALUs, and 91% in the SNF. At Brazos Towers, SNF
occupancy has historically been low and was 49% as of Sept. 30,
2013; however, the expansion project will downsize the SNF and
increase the number of private rooms.

The Project:

The expansion project at Brazos Towers has been in the planning
stages since 2008 and the project will include the addition of 84
ILUs, 33 ALUs with eight being dedicated to memory support, new
common spaces and amenities, additional parking and the renovation
of its healthcare center. Four of the existing ALUs will be
converted to two ILUs. Spectrum is the developer for the expansion
project.

The project is expected to cost $94 million and a guaranteed
maximum price contract has been signed by the contractor and will
be signed by Brazos closer to bond closing. Including financing
related costs, the total amount of capital needed is $112 million.
The sources of funding include $68 million from the series 2013B
bonds, $25 million (temporary debt) construction loan from BB&T,
$9 million from the previously issued series 2013A bonds as well
as $9.6 million of equity. The $25 million construction loan is
expected to be repaid with initial entrance fees and the mandatory
tender is in five years.

The project timeline will start with the renovation of the SNF
first floor and new covered parking area followed by the ILU
construction scheduled to begin December 2013 and available for
occupancy with new common area amenities in mid-2015. The ILUs are
expected to reach stabilized occupancy (93%) in Dec. 2016. The
ALUs and memory support units are expected to be available for
occupancy in January 2016 and reach stabilized occupancy in
January 2017 and August 2016, respectively.

This project will result in a significant upgrade and
modernization of the community, which is important especially
given the number of competing facilities in the area. It is also
expected to raise the wealth level as the new units are almost
double the cost of the existing ILUs. Fitch believes Brazos'
service area has favorable characteristics with good demographics
and the median sales price of homes in the primary market area are
in line with Brazos' entrance fee pricing.

The successful execution of the project will be key to maintaining
the rating since the debt burden is so high. As of Sept. 30, 2013,
Brazos has received 10% deposits on 67 of the 84 units (79.8% pre
sold).

Very High Debt Burden:

Total proforma debt outstanding is $121 million including $25
million of temporary debt, which will be a construction loan with
BB&T and will be structured as a draw down loan at an indexed
variable rate. The $25 million construction loan has a mandatory
tender in five years, but is expected to be paid down in 2015 and
2016 as initial entrance fees are received. The total entrance fee
pool is approximately $29.7 million. Total permanent debt is 100%
fixed rate and totals approximately $92 million at stabilization
in fiscal 2017.

Proforma debt service coverage is solid, however, is extremely
dependent on entrance fee receipts with revenue only coverage of
0.1x in fiscal 2012. Projected turnover entrance fee receipts are
$6.4 million in fiscal 2014, $6.5 million in fiscal 2015, $7.3
million in fiscal 2016, and $8 million in fiscal 2017 and meeting
these will be key to covering its high debt service requirements.


BUILDERS GROUP: Creditor Wants to Proceed With Foreclosure
----------------------------------------------------------
CPG/GS PR NPL LLC, a decured and judgment creditor, objected to
Builders Group & Development Corp.'s second "urgent motion" for
authorization to use cash collateral.

CPG/GS also said it intends to file shortly a motion for relief
from stay to allow the local courts to proceed to complete
foreclosure on the Cupey Professional Mall.

CPG/GS said it has received information that shows that: (a)
during the time the Court has permitted the Debtor to use cash,
the Cupey Professional Mall has deteriorated and lost value, not
only because of deterioration, but also because of market
conditions not under control of either Debtor or CPG/GS; (b) that
claimant CRIM's senior property tax lien increased by more than
$78,000 on or about Sept. 30, 2013, the due date for payment of
immovable property tax for the first semester of year 2013-14
(that is, during the Chapter 11 administrative period).

                       About Builders Group

Builders Group & Development Corp. owns and manages the Cupey
Professional Mall, a shopping center located in Cupey, Puerto
Rico.  The Company sought Chapter 11 protection (Bankr. D.P.R.
Case No. 13-04867) on June 12, 2013, in San Juan, Puerto Rico, its
home-town.  The company sought bankruptcy on the eve of a
foreclosure sale of its property.  The Debtor estimated at least
$10 million in assets and liabilities in its petition.  The Debtor
is represented by Kendra Loomis, Esq. at G A Carlo-Altieri &
Associates.  Jose M. Monge Robertin, CPA, and Monge Robertin &
Asociados Inc. serve as the Debtor's CPA/Insolvency and
Restructuring Advisor.


BUILDERS GROUP: Court Limits Plan Exclusivity Until Dec. 9
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Puerto Rico denied
the request of Builders Group & Development Corp. for a longer
extension of its exclusive periods to file and solicit Chapter 11
plan votes.  The Court gave the Debtor until Dec. 9, 2013, to file
a plan.

The Court also extended until Dec. 9, 2013, the period for the
Debtor to assume or reject the leases.

CPG/GS PR NPL LLC, in its objection to the Debtor's motion to
extend the exclusivity period, stated that any extension is
unwarranted, and will serve only to delay resolution of the case.

                       About Builders Group

Builders Group & Development Corp. owns and manages the Cupey
Professional Mall, a shopping center located in Cupey, Puerto
Rico.  The Company sought Chapter 11 protection (Bankr. D.P.R.
Case No. 13-04867) on June 12, 2013, in San Juan, Puerto Rico, its
home-town.  The company sought bankruptcy on the eve of a
foreclosure sale of its property.  The Debtor estimated at least
$10 million in assets and liabilities in its petition.  The Debtor
is represented by Kendra Loomis, Esq. at G A Carlo-Altieri &
Associates.  Jose M. Monge Robertin, CPA, and Monge Robertin &
Asociados Inc. serve as the Debtor's CPA/Insolvency and
Restructuring Advisor.


CALMENA ENERGY: In Default of Certain Debt Covenants
----------------------------------------------------
Calmena Energy Services Inc. on Oct. 29 provided an update on
operations and its ongoing strategic process.

                        Operational Update

Mexico contract drilling is beginning to show signs of recovery.
The curtailment of Mexico drilling operations in the second
quarter by Pemex resulted in the termination of all of the
Company's drilling contracts which has had a material negative
impact on Calmena's overall financial performance.  Calmena's six
Mexican rigs remained idle until early October, when the Company's
first rig was re-activated.  That curtailment in activity resulted
from a budget impasse between Pemex and the Government of Mexico
which has since been resolved.  Pemex is currently tendering ten
large multi-year integrated project management contracts, as part
of an aggressive capital program, which we expect will be awarded
later in 2013 and should result in increased demand for rigs in
the first quarter of 2014.  Management expects utilization to
improve with these positive market developments.  EBITDA from the
Company's Mexican contract drilling business was $12.7 million in
2012.

In early October, Calmena received notice from its customer in
Libya of its intent to renew the drilling contracts for the
Company's two rigs.  One rig re-commenced operations in mid-
October, and negotiations continue to finalize longer term
contractual commitments for both rigs.

In Canada, activity in Calmena's Frac Fluids Management and
Equipment Rentals business improved in September after a slow
start to the third quarter.  Management is encouraged by this
momentum and as the Company approaches the seasonally more active
winter period, anticipates this trend will continue.

In the US, second half seasonal activity increases for the
Company's directional services business have not materialized and
year over year job counts are still materially behind 2012 levels.
Customers continue to provide assurances of meaningful increases
in activity, but to date the Company has not enjoyed the positive
momentum generally expected in the third and fourth quarters.
Currently, the directional business anticipates improving activity
levels in Q4.

Calmena's Brazilian rigs are not currently contracted.  The
Company continues to explore strategic opportunities to re-
contract or divest of these rigs.

                          Banking Update

Due to current business conditions and the interruption in
drilling activity in Mexico, Calmena has determined that it is
currently in default of certain debt covenants under the credit
facilities held with its senior lender.  Accordingly, Calmena and
its senior lender have entered into an agreement pursuant to which
the senior lender has agreed to forbear from demanding repayment
or enforcing its security under the Credit Facilities prior to the
earlier of the expiration of a period of 45 days from the date
hereof or a default as defined in the Agreement.  The Credit
Facilities consist of a revolving demand operating facility with a
maximum borrowing capacity of $10.0 million (subject to a
borrowing restriction based on the carrying amount of Calmena's
Canadian and US trade receivables), and a revolving extendible
facility with a maximum borrowing capacity of $24.6 million.  The
total owing under the Credit Facilities is currently $27.7
million.  Calmena also owes $15.2 million to secured lenders under
facilities that are subordinated and postponed to the senior
lender.  Under the terms of the Agreement, Calmena shall continue
to be able to draw on the operating facility, with no further
draws being available on the extendible facility.  The interest
rate under the Credit Facilities has been increased by 2% per
annum to the Bank's prime rate plus 4%.

                        Strategic Update

Management has undertaken cost reduction measures across the
Company to reflect current activity levels.  In parallel with
initiatives to manage costs and rejuvenate Calmena's businesses,
our strategic review process is ongoing.  Calmena disposed of its
Canadian wireline and contract drilling businesses in the second
quarter and third quarter of 2013, respectively.  Management
continues to explore strategic alternatives to monetize under-
utilized assets, and consider business combination opportunities.

               About Calmena Energy Services Inc.

Calmena is a diversified energy services company that provides
well construction services to its customers operating in Canada,
the United States, Latin America and the Middle East and North
Africa.  The common shares of Calmena trade on the Toronto Stock
Exchange under the symbol "CEZ".


CALPINE CORP: Moody's Rates New $490MM Senior Secured Notes 'B1'
----------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Calpine
Corporation's new $490 million senior secured notes due 2024.
Concurrent with this rating assignment, Moody's has affirmed
Calpine's B1 Corporate Family Rating and B1-PD Probability of
Default Rating, along with the B1 rating on the company's senior
secured revolver and senior secured notes. Proceeds from the debt
will be used to pay down approximately $470 million of existing
senior secured debt.

The security interest for the new notes, as with Calpine's other
first-lien obligations, will have first priority interest in
substantially all assets of the company excluding assets secured
by project finance debt and Calpine Construction Finance Company,
L.P. debt. The new notes do not contain financial covenants;
however, Calpine's $1 billion corporate revolver, which is pari
passu with the new notes, contains undisclosed financial
covenants.

Ratings Rationale:

Calpine 's B1 Corporate Family Rating reflects the inherent
volatility of the merchant power sector and considerable debt
leverage (5.8% CFO pre-wc/debt for last twelve months ending June
2013), tempered by the scale and geographic diversity of its
operations. Calpine also has a significant fuel concentration
risk, as its fleet of generation assets are predominantly natural
gas-fired. However, natural gas plants are faring better than
other generation assets, such as coal-fired generation, in light
of industry market conditions, which is characterized by low power
prices and surplus capacity in many regions. The ratings for
Calpine's individual securities were determined using Moody's Loss
Given Default (LGD) methodology.

Calpine's speculative-grade liquidity rating is SGL-2. The company
continues to possess good liquidity, with $715 million of cash on
hand and $760 million of unused capacity on its revolving credit
facility. Excluding project finance debt maturities, Calpine's
next scheduled debt maturity is in April 2018.

The stable outlook reflects Moody's expectation for continued
execution of the company's strategy through sustained strong plant
performance which is expected to continue to result in free cash
flow generation. In light of Moody's belief that future debt
reduction will occur at a slower pace, reduced prospects exist for
the corporate family rating to be upgraded in the near-term.
However, Calpine's corporate family rating could be upgraded if
the company's ratio of free cash flow to debt reaches the high
single digits, its cash flow to debt exceeds 12%, and cash
coverage of interest expense is above 2.3x with all on a sustained
basis. The rating could be downgraded if the company is not able
to execute on its current plan through strong plant performance
and completion of projects under development leading to the
company's cash flow to debt declining below 7%, and its cash
coverage of interest expense falling below 1.8x on a sustained
basis

Assignments:

$490 million Senior Secured Notes due 2024, Assigned B1 LGD4, 50%


CAPITOL BANCORP: Creditors Committee Directed to Unseal CRO Motion
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan
ordered the Official Committee of Unsecured Creditors in the
Chapter 11 cases of Capitol Bancorp Ltd., et al., to unseal its
motion for order (1) appointing chief restructuring officer to
manage the Debtors; or, (2) in the alternative, appointing a
Chapter 11 trustee.

G3 Properties, LLC, Steven Samuel Glander, John Iannucci Family
Trust Dated 10/17/2000, John Iannucci, Trustee, Angelo Iannucci,
The Kenneth A. & Debbie A. Kefalas Family Trust dated May 31,
2006, Kenneth A. & Debbie A. Kefalas, Trustees, Benjamin W.
Post, Jr., Seifman Family Trust Dated May 12, 1994, Bill & Sara
Seifman, Trustees, Henry B. Soloway 1991 Irrevocable Family Trust
Dated Jan. 22, 1991, and Albert L. Bardier, as Trustee, requested
for the relief.

The Court also ordered that (i) the CRO motion and all pleadings
related thereto will be unsealed solely with respect to the
investors and the U.S. Trustee, all of whom will be subject to the
same confidentiality restrictions and obligations contained in the
Protective Order entered in the State Court Litigation; and (ii)
the investors and the U.S. Trustee may attend the hearing on the
CRO motion and all subsequent hearings related thereto.

As reported in the Troubled Company Reporter on Oct. 14, 2013,
the Bankruptcy Court approved the motion filed by the Debtor and
the Committee for entry of an order (i) rescheduling hearings on
(a) confirmation of the Debtors' Plan and adequacy of the
Disclosure Statement and (b) the committee's motion for
appointment of a chief restructuring officer or, in the
alternative, a Chapter 11 trustee and (ii) providing other relief.

According to a BankruptcyData report, the order explained, "The
hearing on confirmation of the Plan and the final approval of the
adequacy of the Disclosure Statement shall be held on Dec. 18,
2013 at 10:30 a.m.; provided, however, that nothing herein
prejudices the Debtors' or Committee's right to seek to further
adjourn such hearing.  The currently scheduled October 16, 2013
hearing on confirmation of the Plan and final approval of the
adequacy of the Disclosure Statement is hereby stricken. . . .
The hearing on the Committee's Motion for an Order: (1) Appointing
a Chief Restructuring Officer . . . shall be docketed at the 10:30
a.m. call on Dec. 18, 2013, to be heard immediately after the
conclusion of the hearing on confirmation of the Plan and approval
of the adequacy of the Disclosure Statement in the event that the
Court denies confirmation of the Plan or approval of the adequacy
of the Disclosure Statement at such hearing.  In the event that
the Court does not approve or deny confirmation of the Plan and
adequacy of the Disclosure Statement on Dec. 18, 2013, the hearing
on the CRO Motion shall be further adjourned and shall be
conducted only in the event, and in such event immediately after,
the Court denies confirmation of the Plan or adequacy of the
Disclosure Statement.  The currently scheduled Oct. 15, 2013,
hearing on the CRO Motion is hereby stricken. . . .  The Committee
shall not file a chapter 11 plan or disclosure statement prior to
conclusion of the hearing on confirmation of the Plan and approval
of the adequacy of the Disclosure Statement.  In the event that
any other person or entity files a chapter 11 plan or disclosure
statement, the Committee shall take no position with respect to
such chapter 11 Plan disclosure statement or filing prior to
conclusion of the hearing on confirmation of the Plan and approval
of the adequacy of the Disclosure Statement. Notwithstanding the
foregoing, it is the position of the Debtors that any such plan or
disclosure statement may not be filed under 11 U.S.C. Section 1121
and otherwise applicable law, and it is the position of the
Committee that any such plan or disclosure statement may be filed
under 11 U.S.C. Section 1121 and otherwise applicable law."

                     About Capitol Bancorp

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

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

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

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

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

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


CAPITOL BANCORP: Claims Estimation Hearing Adjourned to Nov. 19
---------------------------------------------------------------
The Hon. Marci B. McIvor of the U.S. Bankruptcy Court for the
Eastern District of Michigan approved a stipulation adjourning
hearing to Nov. 19, 2013, at 10:30 a.m., to consider Capitol
Bancorp Ltd., et al.'s motion (1) to estimate claims of certain
shareholders of Capitol Development Bancorp Limited VIII for
purposes of temporary allowance for voting on the Amended Joint
Liquidating Plan of Capitol Bancorp Ltd., and Financial Commerce
Corporation; and (2) to strike plan ballot cast "derivatively" on
behalf of Capitol Development Bancorp Limited VIII.

The hearing on the motion scheduled for Oct. 15 is stricken.

On Oct. 10, the Debtor, Financial Commerce Corporation and G3
Properties, LLC, et al., entered into a stipulation in relation to
the adjournment of the hearing.

Prior to the stipulation, G3 Properties, LLC, Steven Samuel
Glander, John Iannucci Family Trust Dated Oct. 17, 2000, John
Iannucci, Trustee, Angelo Iannucci, The Kenneth A. & Debbie A.
Kefalas Family Trust dated May 31, 2006, Kenneth A. & Debbie A.
Kefalas, Trustees, Benjamin W. Post, Jr., Seifman Family Trust
Dated May 12, 1994, Bill & Sara Seifman, Trustees, Henry B.
Soloway 1991 Irrevocable Family Trust Dated Jan. 22, 1991, and
Albert L. Bardier, Trustee (collectively, the investors), had
objected to the Debtors' motion.

Prepetition, the investors invested in an entity known as Capitol
Development Bancorp Limited VIII, which was created by Capitol
Bancorp Ltd. purportedly to acquire controlling interests in de
novo or existing community banks.  The investors ultimately
invested the aggregate amount of $2,900,000 in Cap VIII.  The
aggregate amount of funds invested in Cap VIII by its Class B
Common shareholders, including the investors was $6,025,000.

On Sept. 24, the Debtors filed the motion which requests that the
Court (a) either (i) disallow or (ii) estimate and temporarily
allow claims of the investors who timely cast ballots on the Plan
in the amount of $1 each, and (b) strike the ballot derivatively
cast by the investors on behalf of Cap VIII.  The Debtors and the
Official Committee of Unsecured Creditors have filed multiple
stipulations seeking to adjourn the date of the confirmation
hearing, which is now scheduled for Dec. 18.

The investors have no objection to the estimation and temporary
allowance of their claims, however, the investors request that
they be permitted to vote the amount of their liquidated claims in
the event that the State Court enters a money damages award
against CBC prior to the confirmation hearing.

                     About Capitol Bancorp

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

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

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

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

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

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


CASCADE AG: Cairncross & Hempelmann Okayed to Withdraw as Counsel
-----------------------------------------------------------------
The Hon. Karen A. Overstreet of the U.S. Bankruptcy Court for the
Western District of Washington authorized Cairncross &
Hempelmann's motion to withdraw as counsel for Cascade AG
Services, Inc.

Cascade AG Services, Inc., dba Pleasant Valley Farms, fdba
Mountain View Produce, Inc., fdba Staffanson Harvesting LLC, fdba
Sterling Investment Group, L.L.C., is a vegetable processing
company that processes Washington-grown cucumbers and cabbage into
pickles and sauerkraut.

Cascade AG filed for Chapter 11 bankruptcy (Bankr. W.D. Wash. Case
No. 12-18366) on Aug. 13, 2012.  In amended schedules, the Debtor
disclosed $25,522,648 in assets and $21,354,742 in liabilities as
of the Chapter 11 filing.

Lawyers at Cairncross & Hempelmann PS, in Seattle, serve as the
Debtor's counsel.  Clyde A. Hamstreet & Associates, LLC, is the
Debtor's chief restructuring officer and financial advisor.  The
petition was signed by Craig Staffanson, president.

The U.S. Trustee appointed seven creditors to the Official
Unsecured Creditors' Committee.  Lawrence R. Ream, Esq., at
Schwabe, Williamson & Wyatt PC, Seattle, represents the Committee
as counsel.

DIP lender One PacificCoast Bank, FSB, is represented by Brad T.
Summers, Esq., and David W. Criswell, Esq.

The Plan filed in the Debtor's case contemplates a $3.0 million
capital infusion.  Money contributed to fund the Plan will be used
to satisfy Administrative Expense Claims to the extent that those
Claims must be satisfied for Confirmation, unless there is
agreement with Holders of Administrative Expense Claims to defer
payment.


CASH STORE: To Hold Conference Call for Shareholders on Nov. 5
--------------------------------------------------------------
The Cash Store Financial Services Inc. on Oct. 29 disclosed that
it will hold a conference call and webcast for shareholders and
institutional investors on November 5, 2013, at 9:30 a.m. MST to
provide an operations update.

The conference call may be accessed by dialing toll-free 1-888-
231-8191 and providing the conference ID#92540656.  It will also
be broadcast live via the Internet at http://cnw.ca/r4HbX

A replay of the conference call will be available until
November 11, 2013, by dialing toll-free 1-855-859-2056 and
providing the conference ID#92540656.

                    About Cash Store Financial

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

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

Cash Store Financial employs approximately 1,900 associates.

The Company's balance sheet at June 30, 2013, showed $192.73
million in total assets, $171.47 million in total liabilities and
$21.25 million in shareholders' equity.

                          *     *     *

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

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

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


CHA CHA ENTERPRISES: Can Access Wells Fargo's Cash Until Nov. 10
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California,
in a fifth interim order dated Oct. 23, 2013, authorized Cha Cha
Enterprises, LLC, to continue using cash collateral of secured
creditor Wells Fargo Bank, N.A., through and including Nov. 10,
2013, pursuant to a budget for the fiscal weeks ending Nov. 3,
2013, and Nov. 10, 2013.

The Debtor and the Bank have advised the Court that they have
agreed on the form of this Order for a two-week extension of the
current budget.

A further interim hearing on the motion to use cash collateral
will be held on Nov. 8, 2013, at 2:15 p.m.

A copy of the fifth interim order is available at:

            http://bankrupt.com/misc/chacha.doc121.pdf

                     About Cha Cha Enterprises

Cha Cha Enterprises, LLC, is a California limited liability
company formed in 1998 to purchase a fee interest in property
located at 1775 Story Road, San Jose, California and a leasehold
interest in  property located at 1745 Story Road in San Jose.  Cha
Cha's primary business is the rental of real property.

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

An affiliate, Mi Pueblo San Jose, Inc., sought Chapter 11
protection (Case No. 13-53893) on the same day.  The cases are not
jointly administered.

Steven H. Felderstein, Esq., at Felderstein Fitzgerald Willoughby
& Pascuzzi LLP serves as counsel.

Nicolas De Lancie, Esq., at Jeffer Mangels Butler & Mitchell LLP
Robert B. Kaplan, P.C. represents secured creditor Wells Fargo
Bank, N.A.


CHA CHA ENTERPRISES: Wells Fargo Wants Plan Filed by Feb. 7
-----------------------------------------------------------
Wells Fargo Bank, N.A., submitted to the U.S. Bankruptcy Court for
the Northern District of California on Oct. 25, 2013, its
conditional non-opposition to Cha Cha Enterprises LLC's motion to
extend the exclusive periods for the Debtor to file and obtain
acceptances of a Chapter 11 plan until Feb. 7, 2014, and April 18,
2014, respectively.

The Bank said the evidence submitted in support of the Motion,
which consists of generalized statements that are contained in the
Declaration of Juvenal Chavez about the efforts being made by Cha
Cha and Mi Pueblo San Jose, Inc., to reorganize, does not meet the
burden of proof imposed on Cha Cha to demonstrate there is "cause"
to obtain the extensions requested by the Motion.

The Bank explains: "Although the Bank does not believe that Mi
Pueblo has met its burden of proof to establish that there is
cause to grant the Mi Pueblo Motion to Extend, the Bank is
nevertheless willing to consent to the granting of the Motion
subject to the following conditions that, as otherwise noted, if
not complied with, will cause an immediate termination of Cha
Cha's and Mi Pueblo's plan filing exclusivity:

(i) The Debtors continue to pay the Bank adequate protection
payments on the same terms as they have been paid and approved by
the Court in prior interim orders authorizing use of cash
collateral by the Debtors through April 30, 2014;

(ii) The Debtors shall file plans of reorganization on or before
Feb. 7, 2014; have plans confirmed on or before April 18, 2014,
and may not to seek any further extensions of their exclusivity
periods;

(iii) If either Mi Pueblo's or Cha Cha's cash on hand ever fall
below $2,000,000, each measured by the average of its respective
cash on hand on a trailing three-week period basis, then the
Debtors must, within 14 calendar days thereafter, file plans of
reorganization based upon a sale of the Debtors' assets to a third
party or the Debtors' respective plan period will immediately
terminate without further order of the Court;

(iv) The Debtors shall establish a data room for use by
prospective purchasers of their assets by Nov. 8, 2013;

(v) If Mi Pueblo's same store sales for the period from Dec. 1,
2013, to Dec. 21, 2013, are 15% or more below the same store sales
for the prior year during the corresponding period, then the
Debtors shall file plans of reorganization on or before Dec. 31,
2013, that provide for the sale of the Debtors' assets to a third
party or the Debtors' respective plan exclusivity periods will
immediately terminate without further order of the Court; and

(vi) Juvenal Chavez must have loaned $2,000,000 from his personal
assets to Mi Pueblo, which loan must be fully funded by Nov. 3,
2013, and may not be repaid either in full or in part, until all
of Mi Pueblo's obligations to the Bank have been paid in full in
cash, and the loan must be subordinated in payment and in lien
priority to all of Mi Pueblo's loans from the Bank and to any
superpriority claim held by the Bank pursuant to 11 U.S.C. Section
507(b)."

                     About Cha Cha Enterprises

Cha Cha Enterprises, LLC, is a California limited liability
company formed in 1998 to purchase a fee interest in property
located at 1775 Story Road, San Jose, California and a leasehold
interest in  property located at 1745 Story Road in San Jose.  Cha
Cha's primary business is the rental of real property.

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

An affiliate, Mi Pueblo San Jose, Inc., sought Chapter 11
protection (Case No. 13-53893) on the same day.  The cases are not
jointly administered.

Steven H. Felderstein, Esq., at Felderstein Fitzgerald Willoughby
& Pascuzzi LLP serves as counsel.

Nicolas De Lancie, Esq., at Jeffer Mangels Butler & Mitchell LLP
Robert B. Kaplan, P.C. represents secured creditor Wells Fargo
Bank, N.A.


CM REED: Case Summary & 2 Largest Unsecured Creditors
-----------------------------------------------------
Debtor: CM Reed Almeda 1-3062,LLC
        1291 Galleria Drive, Ste. 220
        Henderson, NV 89014

Case No.: 13-19117

Chapter 11 Petition Date: October 29, 2013

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Hon. Laurel E. Davis

Debtor's Counsel: Kirk D. Homeyer, Esq.
                  GORDON SILVER
                  3960 Howard Hughes Pkwy, 9th Flr
                  Las Vegas, NV 89169
                  Tel: (702) 796-5555
                  Email: BANKRUPTCYNOTICES@GORDONSILVER.COM

                     - and -

                  HELLER, DRAPER, PATRICK & HORN, LLC

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by David M. Bagley, trustee of the DCR
Liquidating Trust.

A list of the Debtor's two largest unsecured creditors is
available for free at http://bankrupt.com/misc/nvb13-19117.pdf


CODA HOLDINGS: Has Until Jan. 31 to Solicit Plan Votes
------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended
until Jan. 31, 2014, ADOC Holdings, Inc.'s exclusive period to
solicit acceptance for its Plan of Liquidation.

ADOC Holdings, previously named CODA Holdings before the assets
were sold, is slated to appear before the Court in Delaware at a
hearing on Nov. 1 to seek the bankruptcy judge's approval of a
liquidating Chapter 11 plan.  According to a Bloomberg News
report, the plan was facilitated by a settlement under which the
creditors' committee permitted the sale of the non-auto business
to an insider group including an affiliate of Fortress Investment
Group LLC.  The sale, completed in June, was said to be worth $25
million, although the buyer paid only $1.7 million in cash.  The
remainder represented the loan financing the Chapter 11 case and
pre-bankruptcy secured debt.

Bloomberg said the settlement enabled the company to draw down
$1.9 million remaining on the loan financing the Chapter 11 case
begun May 1.  When the sale was completed, Los Angeles-based
Coda changed its name to Adoc Holdings Inc.  From cash remaining
after higher-priority claims are paid, the first $500,000 goes to
unsecured creditors.

The report relates that additional cash will be split, with
unsecured creditors receiving one-third and the purchasers two-
thirds.  The noteholders' deficiency claims won't share in the
portion for unsecured creditors.  There's a companion sharing
arrangement for proceeds from lawsuits.  Unsecured claims are
shown in the disclosure statement approved on Sept. 24 as totaling
around $23 million.  A Fortress affiliate is a holder of $15.8
million of the notes to be exchanged for ownership and was one of
the providers of bankruptcy financing.  Coda sold only 100 Coda
Sedans, an electrically powered version of the Hafei Saibao, made
in China.  The buyers didn't acquire the car business, and will
concentrate on making stationary electric storage systems.

                        About CODA Holdings

Los Angeles, California-based CODA Energy --
http://www.codaenergy.com-- made an electric auto that was a
commercial failure.  The company marketed the Coda Sedan, which
sold only 100 copies.  It was an electrically powered version of
the Hafei Saibao, made in China.  After bankruptcy, Los Angeles-
based Coda intends to concentrate on making stationery electric-
storage systems.

CODA Holdings, Inc., Coda Energy LLC and three other affiliates
filed for Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No.
13-11153) on May 1, 2013, to enable the Company to complete a
sale, confirm a plan, and emerge from bankruptcy in a stronger
position to execute its new business plan.  The Company expects
the sale process to take 45 days to complete.

FCO MA CODA Holdings LLC, an affiliate of Fortress Investment
Group, is leading a consortium of lenders intending to provide DIP
financing to enable the Company's energy storage business to
remain fully operational during the restructuring process.  The
consortium, or its designee, will also as stalking horse bidder to
acquire the Company post-bankruptcy.  In addition, the Company
will seek to monetize value of its existing automotive business
assets.

CODA disclosed assets of $10 million to $50 million and
liabilities of less than $100 million.  Coda Automotive Inc.,
disclosed $24,950,641 in assets and $95,859,413 in liabilities as
of the Chapter 11 filing.  The Debtors have incurred prepetition a
significant amount of secured indebtedness: secured notes of with
principal in the amount of $59.1 million; term loans in the
principal amount of $12.6 million; and a bridge loan with $665,000
outstanding.  FCO and other bridge loan lenders have "enhanced
priority" over other secured noteholders that did not participate
in the bridge loans, pursuant to the intercreditor agreement.
Jeffrey M. Schlerf, Esq., John H. Strock, Esq., and L. John Bird,
Esq., at Fox Rothschild LLP are the proposed counsel for the
Debtors.

CODA's legal advisor in connection with the restructuring is White
& Case LLP.  Emerald Capital Advisors serves as its chief
restructuring officer and restructuring advisor, and Houlihan
Lokey serves as its investment banker for the restructuring.
Sidley Austin LLP is serving as FCO MA CODA Holdings LLC's legal
advisor.  Brent T. Robinson, Esq., at Robinson, Anthon & Tribe
represents the Debtors in their restructuring efforts.

The Committee tapped Brown Rudnick as its counsel and Deloitte
Financial Advisory Services LLP as its financial advisor.


CONSOL ENERGY: Moody's Puts 'Ba3' CFR on Review for Downgrade
-----------------------------------------------------------
Moody's placed all ratings of CONSOL Energy on review for possible
downgrade, including the company's Corporate Family Rating (CFR)
of Ba3, Probability of Default Rating of Ba3 -- PD, and senior
unsecured ratings of B1. The review was prompted by the company's
October 28, 2013 announcement that it has entered into an
agreement to sell all of its longwall steam coal mines in West
Virginia (roughly 30 million tons in production, and 1.1 billion
tons of reserves) to Murray Energy for $3.5 billion in value,
including $850 million in cash and the assumption of $2.4 billion
of other postretirement benefits (OPEB) and other legacy
liabilities. CONSOL is retaining its Buchanan mine with annual
production of 4-5 million tons, its high BTU thermal/high-vol met
mines with annual production capacity in excess of 25 million
tons, and over 3 billion tons of coal reserves.

Ratings Rationale:

The review was prompted by the transformative nature of the
transaction, which includes divestiture of mature, cash flow
generating assets and the increasing concentration in CONSOL's
natural gas business, which is in a growth stage and will require
substantive capital investments over the next several years.

The transaction will provide CONSOL with a cash infusion to help
fund its growth capital requirements. It will also relieve the
company of roughly 60% of its substantial legacy liability burden.
Of the liabilities to be transferred to Murray, $2.1 billion are
OPEBs, leaving approximately $900 million of OPEBs on CONSOL's
balance sheet. Over the past two years, CONSOL has paid between
$150 and $200 million in cash to fund its OPEB obligations.

At the same time, Moody's expects the transaction to negatively
impact the company's leverage metrics in the near term, reducing
2014 EBITDA by over $200 million with little or no corresponding
reduction in debt. The retained assets will be more geared towards
export markets, which are likely to remain weak for both thermal
and metallurgical coals, and which tend to be more volatile and
have shorter contractual terms. Given the ongoing pricing weakness
in both steam and met markets, Moody's expects the company's
credit metrics to weaken in 2014 -- a trend that will be
exacerbated by the divestiture of roughly half of the company's
coal portfolio.

The review will focus on CONSOL's natural gas development
strategy, its capital expenditure requirements and the manner in
which the company will continue to finance its transformation. The
review will also include an assessment of expected cash generation
from the remaining producing assets, including the company's coal
contracted position and gas hedging position. Moody's will also
assess the nature of potential future asset sales, and any actions
that management might take to manage the company's leverage
metrics.


CONSOL ENERGY: S&P Puts 'BB' CCR on CreditWatch Developing
----------------------------------------------------------
Standard & Poor's Ratings Services said it placed its ratings,
including its 'BB' corporate credit rating, on Consol Energy Inc.
on CreditWatch with developing implications.  The CreditWatch
placement means S&P could raise, affirm, or lower the ratings
after it completes its review.

S&P placed the ratings on CreditWatch because the company is
selling significant coal assets to a subsidiary of Murray Energy.
Murray will pay $850 million of cash and assume $2.4 billion of
legacy liabilities related to the assets.  S&P expects Consol to
use cash proceeds to fund a portion of its substantial capital
program to invest in its natural gas business.  This transaction
initially will be deleveraging because of the reduction in legacy
liabilities.  However, S&P expects the company to continue to
spend heavily to develop its natural gas properties, which may
entail the incurrence of new debt.  The transaction also signals a
shift in the company's strategy to be predominately a natural gas
producer.  Although the remaining mines are among the company's
most attractive, over time, coal will likely play a much smaller
role in the company's earnings mix.

"In resolving the CreditWatch, we will evaluate how the company's
more pronounced shift toward natural gas affects the company's
business risk profile.  We will also evaluate Consol's pro forma
operating performance, revised capital structure, and adjusted
debt levels as well as any effect on liquidity from the asset
sale," said Standard & Poor's credit analyst Marie Shmaruk.


DETROIT DDA: Fitch Cuts Rating on $4MM Tax Increment Bonds to BB
----------------------------------------------------------------
Fitch Ratings has downgraded its rating on the following Detroit
Downtown Development Authority, Michigan (the DDA) bonds:

-- $47,540,000 tax increment refunding bonds (Development Area
    No. 1 projects), series 1998A, to 'BB+' from 'BBB-';

-- $16,055,000 tax increment bonds (Development Area No. 1
    projects), series 1998B (taxable), to 'BB+' from 'BBB-';

-- $4,060,000 tax increment bonds (Development Area No. 1
    projects), series 1998C (junior lien), to 'BB' from 'BB+'.

The Rating Outlook is Stable.

Security:

Bonds are secured by a pledge of tax increment revenues captured
by Development Area No. 1 net of those captured for school
district purposes (school capture). The bonds are additionally
secured by cash-funded debt service reserves.

Key Rating Drivers:

Downgrade Reflects Coverage Declines: The downgrade reflects thin
and declining coverage and a projected 5.8% captured value decline
for tax year 2013(fiscal year 2014).

Dda Adequately Insulated From Detroit: Fitch believes that the DDA
is adequately insulated from Detroit's bankruptcy filing and
recent defaults.

High Taxpayer Concentration: GM represents 18% of taxable value
(TV) for the 2013 tax year, and the top 10 taxpayers, representing
47% of the total, are largely related to the automobile industry.

IMPORTANT COMMERCIAL HUB: The district encompasses the core of
downtown Detroit, including many key commercial assets.

Improved Auto Manufacturing Prospects: The health of the U.S.
automobile industry is improving, as evidenced by Fitch's upgrades
in the past 18 months of the Issuer Default Ratings of both GM and
Ford Motor Co. (Ford).

Rating Sensitivities:

OVERALL TAX BASE EROSION: Fitch expects that captured value (CV)
will stabilize after fiscal 2014. However, since coverage is
already so slim, the DDA may need to use a small amount of its
debt service reserve funds for payments on the junior lien.
Material declines in CV after 2014 and/or use of more than a
modest amount of the reserves would lead to additional downgrades.

Interruption Of Tax Increment Revenue Flow: The rating would be
downgraded should the city or county delay property tax payments
to the DDA.

Credit Profile:

The DDA was formed in 1976 to promote economic development in
downtown Detroit. Development Area No. 1 is composed of 615 acres,
roughly coterminous with the downtown business district and
represents about 7% of the city's TV. In addition to the GM-owned
Renaissance Center, the district includes one of the city's three
casinos, stadiums for the Detroit Lions and Detroit Tigers, and
development along the city's waterfront. The captured value
(incremental TV above the base) is moderate at 228% of total TV.
DECLINING PLEDGED REVENUES

Coverage from pledged revenue declined more steeply than expected
to very thin levels of 1.17x for senior lien maximum annual debt
service (MADS) and 1.06x for combined senior and subordinate MADS
in fiscal 2013. All-in coverage has declined from 1.37x in fiscal
2011. The majority of the DDA's tax increment revenues are
remitted by the city with a smaller portion passing through the
county. Tax increment revenue in 2013 was $2 million less than
anticipated which management believes was due to a GM tax appeal
settlement repayment. Nevertheless, CV is projected to decline by
5.8%, which Fitch believes will further erode coverage from
already thin levels.

Dda Adequately Insulated From Detroit Bankruptcy:

The DDA is a public authority, created by the city and governed by
a Mayor- and council-appointed board. As the DDA is a separate
entity, Fitch's rating assumes no direct connection between the
city and the DDA as it relates to a default or bankruptcy by the
city. In addition, the city EM's proposal to creditors, released
June 14, 2013, does not include DDA debt, and respects the
definition of special revenues under Chapter 9 of the U.S.
Bankruptcy Code. Fitch takes some comfort from this, as tax
increment revenues are specifically cited as special revenues in
the code. The city remitted the most recent tax payment in June,
however, Fitch believes there is a remote possibility that the
city will delay future tax increment remittances, which could be
cause for negative rating action. The next remittance is scheduled
for late December, in time for the bonds' next debt service
payment. The DDA's healthy cash balances, although not pledged,
could be made available to offset a delay.

A long-standing $33.6 million loan to the city from the DDA was
included in the city EM's proposal as unsecured debt and the DDA
is currently in mediation proceedings. Prior to the proposal the
DDA prudently reserved against the full value of the loan. Fitch
believes that this accounting adequately insulates the DDA's
finances from a city loan default.

Tax Base Concentration And Weak Economic Environment:

The rating reflects the project area's high tax base
concentration, with the 10 largest taxpayers making up 47% of
captured value in 2012. In addition to GM at 18%, several
taxpayers are office buildings that rely for occupancy to some
extent on the auto industry. Prospects for the industry have
improved. Fitch has upgraded in the past eighteen months the
Issuer Default Ratings on both GM ('BB+', Outlook Positive) and
Ford ('BBB-', Outlook Stable). Additional private residential and
commercial development, including a trolley connection to Wayne
State University, may benefit the tax base.

The city's economic indicators continue to be exceptionally weak
despite apparent auto industry improvement, including an
unemployment rate of 18.8% in July 2013, down from 21.4% in July
2012. This improvement is driven by both employment growth and
labor force loss. City income and poverty figures are quite weak.
The 2010 census showed a surprisingly large drop in population to
713,777, a 25% decline from the 2000 census, with a further
estimated decline of 20,000 or 1.7% to 701,475 in 2012.

Hockey Arena Debt Plans:

The DDA is planning further downtown development in collaboration
with the county, including $650 million in development for a
hockey arena and associated development in the development area.
Management anticipates that the project will be partially backed
by the DDA, debt for which will be secured by school capture funds
not available to the 1998 bonds and a junior lien on tax increment
revenues. No debt service is anticipated until 2019.


DIGITAL DOMAIN: Access to DIP Loan Extended Thru Nov. 1
-------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
A seventh amendment to the final order authorizing DDMG Estate,
f/k/a as Digital Domain Media Group, Inc., and its debtor
affiliates, to obtain postpetition financing to reflect that the
"forbearance period" is through and until Nov. 1, 2013.

During the Forbearance Period, the Debtors may incur indebtedness
and use Cash Collateral in accordance with the terms and
conditions of the Final DIP Order and an approved budget.

A copy of the Approved Revised Budget is available for free
at http://bankrupt.com/misc/DDMG_DIPbudgetOct11.pdf

                       About Digital Domain

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

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

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

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

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


DIRECTCASH PAYMENTS: Moody's Changes Ratings Outlook to Negative
----------------------------------------------------------------
Moody's Investors Service changed DirectCash Payments Inc.'s
ratings outlook to negative from stable and downgraded the
company's speculative grade liquidity rating to SGL-3 (adequate)
from SGL-2 (good). At the same time, Moody's affirmed DirectCash's
B1 corporate family rating (CFR), B1-PD probability of default
rating, and B3 senior unsecured notes rating. The rating action
follows the company's October 28, 2013 announcement of its pending
acquisition of Threshold Financial Technologies Inc. (Threshold),
a Canadian automated teller machine (ATM) and payments processing
company.

"The outlook change to negative reflects the ongoing secular
decline in DirectCash's core business, the company's ongoing
under-performance relative to expectations and the potential of
higher leverage resulting from the Threshold acquisition," said
Peter Adu, Moody's lead analyst for DirectCash. "The SGL rating
downgrade considers that DirectCash may initially fund the
acquisition with its revolving credit facility which will reduce
its liquidity," Adu added.

Ratings Affirmed:

-- Corporate Family Rating, B1

-- Probability of Default Rating, B1-PD

-- Senior Unsecured Regular Notes due 2019, B3, LGD5, 79% from
    (LGD5, 80%)

Downgrade Action:

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

Outlook Action:

-- Changed to Negative from Stable

Ratings Rationale:

DirectCash's B1 CFR primarily reflects its narrowly-focused
business which is in secular decline, limited free cash flow
generating potential given its large dividend payment (about 30%
of EBITDA), acquisitive growth orientation which periodically
increases leverage, the company's relatively small scale, and key
person risk with its CEO. The rating benefits from the company's
competitive position, good recurring revenue, solid EBITDA
margins, moderate leverage (pro forma adjusted Debt/ EBITDA of
3.5x), good customer diversity enhanced by the use of long term
contracts, and good geographic diversity. Moody's does not expect
material free cash flow generation for debt repayment and expects
that leverage will be sustained around 3.5x through the next 12 to
18 months.

Moody's regards DirectCash's liquidity as adequate, reflected by
the SGL-3 rating. This is supported by about $40 million of
availability under its $115 million revolving credit facility that
matures in June 2017 (assuming $50 million is initially used to
fund the Threshold acquisition), and expectations for annual free
cash flow of about $10 million. These sources are more than
sufficient to cover annual term loan amortizations of about $8
million. While the company had cash balances of $44 million at
Q2/13, Moody's does not view the company's cash as providing a
strong source of liquidity due to the need to stock ATMs with cash
in Canada (the company uses bailment facilities for ATM cash
inventory in Australia and the U.K.). The closing of the bailment
facility for the Canadian operations will free up its cash and
boost liquidity. DirectCash has negotiated amendments to its
financial covenants and Moody's expects cushion of more than 10%
going forward. DirectCash's flexibility to sell non-core assets
and use the proceeds to augment liquidity is limited given the
credit facilities are secured by substantially all assets.

The outlook is negative primarily because of DirectCash's ongoing
under-performance relative to expectations, including declining
revenue and gross profit trends. The potential of additional
leverage resulting from the pending Threshold acquisition also
factors into the negative outlook.

Upward rating movement will not be considered until Moody's is
confident DirectCash has reduced its key person risk by developing
a robust management team. Following that, the rating could be
moved up if the company maintains a good liquidity position
including good cushion under financial covenants, and sustains
adjusted Debt/EBITDA below 2.5x and EBITDA-Capex/ Interest towards
3x through its future acquisitions. The rating could be downgraded
should DirectCash fail to reverse the declining trend in revenue
and profitability within 12 months, if adjusted Debt/EBITDA is
sustained above 3.5x and EBITDA-Capex/ Interest is maintained
below 2x. The rating could also be downgraded if free cash flow
were to remain negative for an extended period or if DirectCash
pursues a material debt-financed acquisition.

DirectCash Payments Inc. is the largest ATM provider in Canada and
Australia and is the second largest non-bank ATM provider in the
U.K. The company also offers prepaid phone and debit cards as well
as credit cards and debit terminals. Revenue for the last twelve
months ended June 30, 2013 was $249 million.


DRYSHIPS INC: To Release Third Quarter 2013 Results on November 4
-----------------------------------------------------------------
DryShips Inc., a global provider of marine transportation services
for drybulk and petroleum cargoes, and through its majority owned
subsidiary, Ocean Rig UDW Inc., of off-shore contract drilling oil
services, on Oct. 30 disclosed that it will release its results
for the third quarter 2013 after the market closes in New York on
Monday, November 4, 2013.

DryShips' management team will host a conference call the
following day on Tuesday, November 5, 2013, at 9:00 a.m. EST to
discuss the Company's financial results.

Conference Call details: Participants should dial into the call 10
minutes before the scheduled time using the following numbers:
1(866) 819-7111 (from the US), 0(800) 953-0329 (from the UK) or
+(44) (0) 1452 542 301 (from outside the US).  Please quote
"DryShips."

A replay of the conference call will be available until Tuesday,
November 12, 2013.  The United States replay number is 1(866) 247-
4222; from the UK 0(800) 953-1533; the standard international
replay number is (+44) (0) 1452 550 000 and the access code
required for the replay is: 2133051#.

Slides and audio webcast: There will also be a simultaneous live
webcast over the Internet, through the DryShips Inc. website
(www.dryships.com).   Participants to the live webcast should
register on the website approximately 10 minutes prior to the
start of the webcast.

                        About DryShips Inc.

Headquartered in Athens, Greece, DryShips Inc. (NASDAQ: DRYS) is
an owner of drybulk carriers and tankers that operate worldwide.
Through its majority owned subsidiary, Ocean Rig UDW Inc.,
DryShips owns and operates 10 offshore ultra deepwater drilling
units, comprising of 2 ultra deepwater semisubmersible drilling
rigs and 8 ultra deepwater drillships, 3 of which remain to be
delivered to Ocean Rig during 2013 and 1 is scheduled for
delivery during 2015.  DryShips owns a fleet of 46 drybulk
carriers (including newbuildings), comprising of 12 Capesize, 28
Panamax, 2 Supramax and 4 Very Large Ore Carriers (VLOC) with a
combined deadweight tonnage of about 5.1 million tons, and 10
tankers, comprising 4 Suezmax and 6 Aframax, with a combined
deadweight tonnage of over 1.3 million tons.

The Company reported a net loss of US$288.6 million on
US$1.210 billion of revenues in 2012, compared with a net loss of
US$47.3 million on US$1.078 billion of revenues in 2011.

The Company's balance sheet at Dec. 31, 2012, showed
US$8.878 billion in total assets, US$5.010 billion in total
liabilities, and shareholders' equity of US$3.868 billion.

                       Going Concern Doubt

Ernst & Young (Hellas), in Athens, Greece, expressed substantial
doubt about DryShips Inc.'s ability to continue as a going
concern, citing the Company's working capital deficit of
US$670 million at Dec. 31, 2012, and in addition, the non-
compliance by the shipping segment with certain covenants of its
loan agreements with banks.

As of Dec. 31, 2012, the shipping segment was not in compliance
with certain loan-to-value ratios contained in certain of its
loan agreements.  In addition, as of Dec. 31, 2012, the shipping
segment was in breach of certain financial covenants, mainly the
interest coverage ratio, contained in the Company's loan
agreements relating to US$769,098,000 of the Company's debt.  As
a result of this non-compliance and of the cross default
provisions contained in all bank loan agreements of the shipping
segment and in accordance with guidance related to the
classification of obligations that are callable by the creditor,
the Company has classified all of its shipping segment's bank
loans in breach amounting to US$941,339,000 as current at
Dec. 31, 2012.


ECO BUILDING: Incurs $24.6 Million Net Loss in Fiscal 2013
----------------------------------------------------------
Eco Building Products, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss of $24.59 million on $5.22 million of total revenue for
the year ended June 30, 2013, as compared with a net loss of
$11.17 million on $3.72 million of total revenue during the prior
year.

The Company's balance sheet at June 30, 2013, showed $2.17 million
in total assets, $17.82 million in total liabilities, and a
$15.64 million total stockholders' deficit.

Sam Kan & Company, in Alameda, California, issued a "going
concern" qualification on the consolidated financial statements
for the year ended June 30, 2013.  The independent auditors noted
that the Company has generated minimal operating revenues, losses
from operations, significant cash used in operating activities and
its viability is dependent upon its ability to obtain future
financing and successful operations.  These factors raise
substantial doubt about the Company's ability to continue as a
going concern.

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

                        http://is.gd/AL4qqe

                         About Eco Building

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


EDISON MISSION: NRG Agrees to Financial Conditions with Lessors
---------------------------------------------------------------
NRG Energy recently announced that it has entered into an
agreement to acquire Edison Mission Energy (EME) as part of an EME
Chapter 11 plan of re-organization sponsored by NRG.  In
connection with the transaction, NRG has agreed to certain
financial conditions with the lessors of the Powerton and Joliet
facilities (including PSEG Energy Holdings) which would cure all
monetary defaults at closing and protect the lessors' equity value
in the leveraged leases.

                       About Edison Mission

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

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

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

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

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

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

The Debtors other than Camino Energy Company are represented by
David R. Seligman, Esq., at Kirkland & Ellis LLP; and James H.M.
Sprayragen, Esq., at Kirkland & Ellis LLP.  Counsel to Debtor
Camino Energy Company is David A. Agay, Esq., at McDonald Hopkins
LLC.

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

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

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


EIG INVESTORS: Moody's Affirms B2 CFR & B1 1st Lien Credit Rating
-----------------------------------------------------------------
Moody's Investors Service affirmed EIG Investors Corp.'s existing
ratings, including its B2 corporate family rating (CFR) and the B1
and Caa1 ratings for its first and second lien credit facilities,
respectively. Moody's revised EIG's ratings outlook to stable from
negative in anticipation of the repayment of a portion of the
second lien term loans using proceeds from the initial public
offering (IPO) of shares of common stock by EIG's parent, the
Endurance International Group Holdings, Inc. on October 25, 2013.
Moody's also assigned to EIG a first-time speculative grade
liquidity rating of SGL-3.

Ratings Rationale:

The IPO of about 18% of EIG's common equity generated
approximately $231 million in net proceeds which EIG expects to
utilize to repay $100 million of the second lien term loans and
replenish its cash balances. The change in the outlook to stable
reflects EIG's improved financial flexibility and reduction in
leverage (total debt, including up to $126 million of deferred
consideration for acquisitions, to 2013 estimated cash flow from
operations plus interest expense, excluding certain non-recurring
expenses) by about 0.5x to approximately 6.3x as a result of the
repayment of debt.

The affirmation of EIG's B2 CFR reflects Moody's view that EIG's
leverage will remain high near 5.5x over the next 12 to 18 months.
The company generated very modest levels of cash flow from
operations and free cash flow relative to debt in the last twelve
months due to sizeable spending on integrating the HostGator.com
(closed in July 2012) and Homestead Technologies/Intuit Websites
(closed in September 2012) acquisitions. Moody's expects EIG's
profitability and free cash flow to improve significantly from a
decline in integration spending and realization of cost synergies
from the acquisitions. However, the ratings agency expects EIG to
utilize its free cash flow (and potentially borrowings under the
revolving credit facility) to fund pending payments related to the
Directi and Hostgator acquisitions, the majority of which will be
in cash and are payable over the next 12 months.

The B2 CFR additionally reflects EIG's aggressive financial
policies and the intensely competitive domain name and web hosting
services industry. Although the industry has very good revenue
growth prospects, it is characterized by low barriers to entry,
modest pricing power for basic products, and the low attach rates
for add-on services that result in low average revenue per
subscriber (ARPS).

EIG's B2 CFR is supported by its enhanced scale, which has
primarily resulted from acquisitions, and its leading market
position in the U.S. web hosting market through its multiple
brands. The rating is further supported by EIG's predictable
revenues derived from a highly diversified customer base with low
revenue churn rates, and Moody's expectations that EIG's free cash
flow will increase to about 8% of its total adjusted debt in 2014.

Moody's assigned an SGL-3 rating to EIG reflecting the company's
adequate levels of liquidity comprising cash balances, free cash
flow and availability under its revolving credit facility.

Moody's could upgrade EIG's ratings if the company maintains good
organic revenue growth and demonstrates commitment to balanced
financial policies. EIG's ratings could be raised if Moody's
believes that the company could increase and sustain free cash
flow in the high single digit percentages of total debt and
leverage below 5x (Total Debt/CFFO plus interest expense, Moody's
adjusted).

Conversely, Moody's could downgrade EIG's ratings if free cash
flow falls short of expectations due to operational challenges,
increase in customer churn rates, weak organic subscriber growth,
or challenges in business execution. Specifically, EIG's ratings
could be downgraded the company is unlikely to maintain leverage
(Total Debt/CFFO plus Interest Expense, Moody's adjusted) below
6.5x and free cash flow falls below 5% of total debt for a
protracted period of time.

Moody's has affirmed the following ratings:

Issuer: EIG Investors Corp.

-- Corporate Family Rating -- B2

-- Probability of Default Rating -- B2-PD

-- $85 million senior secured revolving credit facility due 2019
    -- B1, LGD3 (40%), LGD revised from LGD 3 (37%)

-- $886 million senior secured 1st lien term loan facility due
    2019 -- B1, LGD3 (40%), LGD revised from LGD 3 (37%)

-- $315 million senior secured 2nd lien term loan facility due
    2020 -- Caa1, LGD6 (91%), LGD revised from LGD5 (89%)

-- Speculative Grade Liquidity Rating -- SGL-3, Assigned

-- Outlook: Changed to Stable, from Negative

Headquartered in Burlington, MA, EIG is a leading provider of web
hosting and other online services primarily to small and medium
size businesses. Private equity firms Warburg Pincus and Goldman
Sachs Capital Partners own majority interest in the Endurance
International Group.


FLETCHER INTERNATIONAL: Case Trustee Can Hire Special Consultant
----------------------------------------------------------------
Richard J. Davis, Chapter 11 trustee of Fletcher International,
Ltd., sought and obtained permission from the Hon. Robert E.
Gerber of the U.S. Bankruptcy Court for the Southern District of
New York to authorize Luskin, Stern & Eisler LLP, the Trustee's
counsel, to employ a special consultant to the Trustee.

The Chapter 11 Trustee filed with the Court a redacted copy of his
request in order to protect classified information.  The papers
filed by the Chapter 11 Trustee did not identify the Special
Consultant.

The Special Consultant will provide consulting services as
necessary and requested by Luskin Stern or the Trustee, including:

(a) evaluating the Trustee's potential claims against the
    Consultant relating to the Debtor and the other Fletcher
    Entities; and

(b) providing other consulting services related to those above as
    the Trustee may from time to time request.

The Special Consultant's current hourly rate is $750.

The Special Consultant will also be reimbursed for reasonable out-
of-pocket expenses incurred.

The Chapter 11 Trustee believes the Special Consultant 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.

                About Fletcher International

Fletcher International, Ltd., filed a bare-bones Chapter 11
petition (Bankr. S.D.N.Y. Case No. 12-12796) on June 29, 2012, in
Manhattan.  The Bermuda exempted company estimated assets and
debts of $10 million to $50 million.  The bankruptcy documents
were signed by its president and director, Floyd Saunders.

David R. Hurst, Esq., at Young Conaway Stargatt & Taylor, LLP, in
New York, serves as counsel and Appleby (Bermuda) Limited serves
as special Bermuda counsel.  The Debtor disclosed $52,163,709 in
assets and $22,997,848 in liabilities as of the Chapter 11 filing.

Fletcher International Ltd. is managed by the investment firm of
Alphonse "Buddy" Fletcher Jr.

Fletcher Asset Management was founded in 1991.  During its initial
four years, FAM operated as a broker dealer trading various debt
and equity securities and making long-term equity investments.
Then, in 1995, FAM began creating and managing a family of private
investment funds.

The Debtor is a master fund in the Fletcher Fund structure.  As a
master fund, it engages in proprietary trading of various
financial instruments, including complex, long-term, illiquid
investments.

The Debtor is directly owned by Fletcher Income Arbitrage Fund and
Fletcher International Inc., which own roughly 83% and 17% of the
Debtor's common shares, respectively.  Arbitrage's direct parent
entities are Fletcher Fixed Income Alpha Fund and FIA Leveraged
Fund, both of which are incorporated in the Cayman Islands and are
subject to liquidation proceedings in that jurisdiction, and which
own roughly 76% and 22% of Arbitrage's common stock, respectively.
The Debtor currently has a single subsidiary, The Aesop Fund Ltd.

After filing for Chapter 11 protection, Fletcher immediately
started a lawsuit in bankruptcy court to stop the involuntary
bankruptcy in Bermuda.  Judge Gerber at least temporarily halted
liquidators appointed in the Cayman Islands from moving ahead with
proceedings in Bermuda.  The lawsuit to halt the Bermuda
liquidation is Fletcher International Ltd. v. Fletcher Income
Arbitrage Fund, 12-01740, in the same court.

Richard J. Davis, Chapter 11 trustee appointed in the case, has
hired Michael Luskin, Esq., at Luskin, Stern & Eisler LLP as his
counsel.


GASCO ENERGY: Orogen and Markham Held 97.9% Stake at Oct. 17
------------------------------------------------------------
In a Schedule 13D filed with the U.S. Securities and Exchange
Commission, Orogen Energy, Inc., and Markham LLC disclosed that as
of Oct. 17, 2013, they beneficially owned 7,692,288,318 shares of
common stock of Gasco Energy, Inc., representing 97.9 percent of
the shares outstanding.  A copy of the regulatory filing is
available for free at http://is.gd/UyBAbl

                        About Gasco Energy

Denver-based Gasco Energy, Inc. -- http://www.gascoenergy.com--
is a natural gas and petroleum exploitation, development and
production company engaged in locating and developing hydrocarbon
resources, primarily in the Rocky Mountain region and in
California's San Joaquin Basin.  Gasco's principal business is the
acquisition of leasehold interests in petroleum and natural gas
rights, either directly or indirectly, and the exploitation and
development of properties subject to these leases.  Gasco focuses
its drilling efforts in the Riverbend Project located in the Uinta
Basin of northeastern Utah, targeting the oil-bearing Green River
Formation and the natural gas-prone Wasatch, Mesaverde, Blackhawk,
Mancos, Dakota and Morrison formations.

In its auditors' report on the consolidated financial statements
for the year ended Dec. 31, 2012, KPMG LLP, in Denver, Colorado,
expressed substantial doubt about Gasco Energy's ability to
continue as a going concern.  The independent auditors noted that
the Company has suffered recurring losses and negative cash flows
from operations.

The Company reported a net loss of $22.2 million on $8.9 million
of revenues in 2012, compared with a net loss of $7.3 million on
$18.3 million of revenues in 2011.  As of June 30, 2013, the
Company had $53.16 million in total assets, $40.05 million in
total liabilities and $13.10 million in total stockholders'
equity.

                        Bankruptcy Warning

To continue as a going concern, the Company said it must generate
sufficient operating cash flows, secure additional capital or
otherwise pursue a strategic restructuring, refinancing or other
transaction to provide it with additional liquidity.  The
Company's ability to do so will depend on numerous factors, some
of which are beyond its control.  For example, the urgency of the
Company's liquidity situation may require it to pursue such a
transaction at an inopportune time when the Company has little or
no negotiating leverage.

"The Company has engaged Stephens, Inc., a financial advisor, to
assist it in evaluating potential strategic alternatives,
including a sale of the Company or all of its assets.  It is
possible these strategic alternatives will require the Company to
make a pre-packaged, pre-arranged or other type of filing for
protection under Chapter 11 of the U.S. Bankruptcy Code.  If the
Company is unable to generate sufficient operating cash flows,
secure additional capital or otherwise restructure or refinance
the business before September 30, 2013, it will not have adequate
liquidity to fund its operations and meet its obligations
(including its debt payment obligations), the Company will not be
able to continue as a going concern, and could potentially be
forced to seek relief through a filing under Chapter 11 of the
U.S. Bankruptcy Code.  In addition, the Company is in default on
its outstanding 2015 Notes under the Indenture, which could result
in the filing of an involuntary petition for bankruptcy against
the Company," the Company said in the quarterly report for the
period ended June 30, 2013.


GATEHOUSE MEDIA: Can Employ Houlihan Lokey as Advisor & Banker
--------------------------------------------------------------
Gatehouse Media, Inc., et al., sought and obtained authority from
the U.S. Bankruptcy Court for the District of Delaware to employ
Houlihan Lokey Capital, Inc., as financial advisor and investment
banker.

The Debtors have agreed to pay Houlihan Lokey a transaction fee of
$4.0 million upon the occurrence of both the effective date of a
Chapter 11 plan and court approval of the firm's final fee
application.  If a "new debt facility" as the term is defined in
the Joint Prepackaged Plan of Reorganization is raised, the firm
will be paid a market fee subject to an amendment to the
engagement letter, which will be submitted to the Court for
approval.  In addition, the Debtors agree to reimburse the firm
for out-of-pocket expenses in an amount not to exceed $50,000,
unless a greater amount is agreed to by the Debtors.

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.

                   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: May Employ Young Conaway as Delaware Counsel
-------------------------------------------------------------
Gatehouse Media, Inc., et al., sought and obtained 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.                              $730
  Joel A. Waite, Esq.                                  $730
  Patrick A. Jackson, Esq.                             $400
  Ryan M. Bartley, Esq.                                $355
  Laurel D. Roglen, Esq.                               $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.


GEO PROPERTIES: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: GEO Properties Corporation
        57 LaSalle Avenue
        Buffalo, NY 14215

Case No.: 13-12928

Chapter 11 Petition Date: October 29, 2013

Court: United States Bankruptcy Court
       Western District of New York (Buffalo)

Judge: Hon. Michael J. Kaplan

Debtor's Counsel: James M. Joyce, Esq.
                  4733 Transit Road
                  Lancaster, NY 14043
                  Tel: 716-656-0600
                  Fax: 716-656-0607
                  Email: jmjoyce@lawyer.com

Total Assets: $263,000

Total Liabilities: $139,683

The petition was signed by George Smilanich III, president.

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


GREEN FIELD ENERGY: Seeks Authority to Obtain $30-Mil. DIP Loan
---------------------------------------------------------------
Green Field Energy Services, Inc., et al., seek authority from the
U.S. Bankruptcy Court for the District of Delaware to obtain
senior secured, priming debtor-in-possession term loan facility
totaling $30 million from GB Credit Partners, LLC, ICON Capital,
LLC, and other financial institutions.  The DIP Lenders will also
be providing a $15 million bridge loan to the Debtors.

The DIP Facility will be used to provide for ongoing working
capital for the Debtors and their subsidiaries and other
operational needs.  Interest will be determined for periods of one
month and will be at an annual rate equal to the 30-day London
Interbank Offered rate for the corresponding deposits of U.S.
dollars plus 10.00%.  The maturity date for the $15 million bridge
note is Dec. 13, 2013, while the maturity date for their term
facility is contemplated to be the date which is nine months
following the closing date of the bridge note.

The DIP Lenders will be granted (a) superpriority claims payable
from all prepetition and postpetition property of the Debtors,
subject only to the carve-out, and (b) certain liens and security
interests.  The Carve-Out means the fees and expenses incurred by
certain professionals employed in the Chapter 11 cases and unpaid
fees due to the Clerk of the Bankruptcy Court and the Office of
the U.S. Trustee.

                      About Green Field Energy

Green Field is an independent oilfield services company that
provides a wide range of services to oil and natural gas drilling
and production companies to help develop and enhance the
production of hydrocarbons.  The Company's services include
hydraulic fracturing, cementing, coiled tubing, pressure pumping,
acidizing and other pumping services.

Green Field Energy and its two affiliates filed Chapter 11
petitions in Delaware on Oct. 27, 2013, after defaulting on an $80
million credit provided by an affiliate of Royal Dutch Shell Plc
(Case No. 13-bk-12783, Bankr. D. Del.).

The Debtors are represented by Michael R. Nestor, Esq., and Kara
Hammon Coyle, Esq., at Young Conaway Stargatt & Taylor, LLP, in
Wilmington, Delaware; and Josef S. Athanas, Esq., Caroline A.
Reckler, Esq., Sarah E. Barr, Esq., and Matthew L. Warren, Esq.,
at Latham & Watkins LLP, in Chicago, Illinois.

The Debtors' investment banker is Carl Marks Advisory Group LLC.
Thomas E. Hill, from Alvarez & Marsal North America, LLC, serves
as the Debtors' chief restructuring officer.


GREEN FIELD ENERGY: Taps Thomas E. Hill as Restructuring Officer
----------------------------------------------------------------
Green Field Energy Services, Inc., et al., seek authority from the
U.S. Bankruptcy Court for the District of Delaware to employ
Alvarez & Marsal North America, LLC, to provide a chief
restructuring officer and additional personnel, and designate
Thomas E. Hill as CRO.

Mr. Hill, as CRO, will assist the Debtors with their restructuring
efforts and the Chapter 11 cases.  A&M will provide additional
employees, including from its professional service provider
affiliates as necessary to assist the CRO in the execution of his
duties.  As of the Petition Date, the Debtors have appointed Gary
Barton as deputy chief restructuring officer; and Steven R.
Kotarba, Jodi Ehrenhofer and Diego Torres as assistant chief
restructuring officers.

The Debtors agree to pay A&M for the services of the CRO and
additional personnel at the following hourly rates:

      Managing Directors                $675 to $875
      Directors                         $475 to $675
      Analysts/Associates               $275 to $475

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

In addition to the hourly and monthly compensation, A&M will be
entitled to incentive compensation in the amount not to exceed
$500,000, which will be payable upon the consummation of a
restructuring.

Mr. Hill, a managing director at Alvarez & Marsal North America,
LLC, assures the Court that his firm is a "disinterested person"
as the term is defined in Section 101(14) of the Bankruptcy Code
and does not represent any interest adverse to the Debtors and
their estates.  A&M received $250,000 as a retainer in connection
with preparing for and conducting the filing of the Chapter 11
cases.  In the 90 days prior to the Petition Date, the firm
received retainers and payments totaling $470,452 in the aggregate
for services performed for the Debtors.  The unapplied residential
retainer, which is estimated to total approximately $153,000, will
not be segregated by A&M in a separate account, and will be held
until the end of the Chapter 11 cases and applied to the firm's
finally approved fees in the bankruptcy cases.

                      About Green Field Energy

Green Field is an independent oilfield services company that
provides a wide range of services to oil and natural gas drilling
and production companies to help develop and enhance the
production of hydrocarbons.  The Company's services include
hydraulic fracturing, cementing, coiled tubing, pressure pumping,
acidizing and other pumping services.

Green Field Energy and its two affiliates filed Chapter 11
petitions in Delaware on Oct. 27, 2013, after defaulting on an $80
million credit provided by an affiliate of Royal Dutch Shell Plc
(Case No. 13-bk-12783, Bankr. D. Del.).

The Debtors are represented by Michael R. Nestor, Esq., and Kara
Hammon Coyle, Esq., at Young Conaway Stargatt & Taylor, LLP, in
Wilmington, Delaware; and Josef S. Athanas, Esq., Caroline A.
Reckler, Esq., Sarah E. Barr, Esq., and Matthew L. Warren, Esq.,
at Latham & Watkins LLP, in Chicago, Illinois.

The Debtors' investment banker is Carl Marks Advisory Group LLC.
Thomas E. Hill, from Alvarez & Marsal North America, LLC, serves
as the Debtors' chief restructuring officer.


GREEN FIELD ENERGY: Employs Latham & Watkins as Bankruptcy Counsel
------------------------------------------------------------------
Green Field Energy Services, Inc., et al., seek authority from the
U.S. Bankruptcy Court for the District of Delaware to employ
Latham & Watkins LLP as lead bankruptcy attorney, to be paid at
these hourly rates:

   Partners                       $830 to $1,150
   Counsel                        $875 to $970
   Associates                     $485 to $795
   Paraprofessionals              $245 to $485

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

These L&W professionals are presently expected to have primary
responsibility for providing services to the Debtors:

   Josef S. Athanas, Esq. -- josef.athanas@lw.com
   Michael Chambers, Esq. -- michael.chambers@lw.com
   Caroline A. Reckler, Esq. -- caroline.reckler@lw.com
   Sarah E. Barr, Esq. -- sarah.barr@lw.com
   Matthew L. Warren, Esq. -- matthew.warren@lw.com
   Kathryn K. George, Esq. -- kathryn.george@lw.com

Mr. Athanas, a partner at Latham & Watkins LLP, in 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.
Within one year preceding the Petition Date, the total aggregate
amount of payments received by L&W from the Debtors was
$1,637,665.

                      About Green Field Energy

Green Field is an independent oilfield services company that
provides a wide range of services to oil and natural gas drilling
and production companies to help develop and enhance the
production of hydrocarbons.  The Company's services include
hydraulic fracturing, cementing, coiled tubing, pressure pumping,
acidizing and other pumping services.

Green Field Energy and its two affiliates filed Chapter 11
petitions in Delaware on Oct. 27, 2013, after defaulting on an $80
million credit provided by an affiliate of Royal Dutch Shell Plc
(Case No. 13-bk-12783, Bankr. D. Del.).

The Debtors are represented by Michael R. Nestor, Esq., and Kara
Hammon Coyle, Esq., at Young Conaway Stargatt & Taylor, LLP, in
Wilmington, Delaware; and Josef S. Athanas, Esq., Caroline A.
Reckler, Esq., Sarah E. Barr, Esq., and Matthew L. Warren, Esq.,
at Latham & Watkins LLP, in Chicago, Illinois.

The Debtors' investment banker is Carl Marks Advisory Group LLC.
Thomas E. Hill, from Alvarez & Marsal North America, LLC, serves
as the Debtors' chief restructuring officer.


GREEN FIELD ENERGY: Hires Young Conaway as Local Delaware Counsel
-----------------------------------------------------------------
Green Field Energy Services, 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 attorneys.

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

   Michael R. Nestor, Esq. -- mnestor@ycst.com  $675
   Kara Hammond Coyle, Esq. -- kcoyle@ycst.com  $430
   Justin H. Rucki, Esq. -- jrucki@ycst.com     $325
   Melissa Romano, paralegal                    $190

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

Mr. Nestor, a partner at Young Conaway Stargatt & Taylor, in
Wilmington, Delaware, 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.  Young Conaway received a
retainer in the amount of $100,000 on Oct. 16, 2013.

                      About Green Field Energy

Green Field is an independent oilfield services company that
provides a wide range of services to oil and natural gas drilling
and production companies to help develop and enhance the
production of hydrocarbons.  The Company's services include
hydraulic fracturing, cementing, coiled tubing, pressure pumping,
acidizing and other pumping services.

Green Field Energy and its two affiliates filed Chapter 11
petitions in Delaware on Oct. 27, 2013, after defaulting on an $80
million credit provided by an affiliate of Royal Dutch Shell Plc
(Case No. 13-bk-12783, Bankr. D. Del.).

The Debtors are represented by Michael R. Nestor, Esq., and Kara
Hammon Coyle, Esq., at Young Conaway Stargatt & Taylor, LLP, in
Wilmington, Delaware; and Josef S. Athanas, Esq., Caroline A.
Reckler, Esq., Sarah E. Barr, Esq., and Matthew L. Warren, Esq.,
at Latham & Watkins LLP, in Chicago, Illinois.

The Debtors' investment banker is Carl Marks Advisory Group LLC.
Thomas E. Hill, from Alvarez & Marsal North America, LLC, serves
as the Debtors' chief restructuring officer.


HOSPITALITY STAFFING: Seeks Extension of Schedules Filing Date
--------------------------------------------------------------
HSS Holding, LLC, et al., ask the U.S. Bankruptcy Court for the
District of Delaware to extend until Dec. 7, 2013, the time within
which they must file their schedules of assets and liabilities and
statements of financial affairs because the current time period
may not be sufficient to complete and verify the accuracy of their
schedules and statements since they need time to update their
books and records and to collect necessary data.

           About Hospitality Staffing Solutions, LLC

Hospitality Staffing Solutions, LLC (HSS) --
http://www.hssstaffing.com-- is a hospitality staffing company.
Established in 1990, the company's team of hotel industry experts
works with 4 and 5 star properties in 35 states and 62 markets
across the country.

Hospitality Staffing Solutions and various affiliates filed
voluntary Chapter 11 petitions (Bankr. D. Del. Lead Case No.
13-12740) on Oct. 24, 2013, to facilitate a sale of the business
to HS Solutions Corporation, an entity formed by LJC Investments
I, LLC and a group of investors including Littlejohn Opportunities
Master Fund, L.P., Caymus Equity Partners and Management, and SG
Distressed Debt Fund LP.  The investor group acquired $22.9
million of the Company's secured bank debt on Oct. 11.  That debt
is in default.

The sale transaction is subject to higher and better offers.

The Chapter 11 cases are before Judge Brendan Linehan Shannon.
The Debtors are represented by Mark Minuti, Esq., at Saul Ewing
LLP, in Wilmington, Delaware; and Jeffrey C. Hampton, Esq.,
Monique Bair DiSabatino, Esq., and Ryan B. White, Esq., at Saul
Ewing LLP, in Philadelphia, Pennsylvania.  The Debtors' financial
advisor is Conway Mackenzie, Inc., and their investment banker is
Duff & Phelps Corp.  Epiq Systems, Inc., is the Debtors' claims
and noticing agent.

The investor group are providing DIP financing.  They are
represented by Scott K. Charles, Esq., and Neil M. Snyder, Esq.,
at Wachtell, Lipton, Rosen & Katz, in New York; and Derek C.
Abbott, Esq., at Morris, Nichols, Arsht & Tunnell LLP, in
Wilmington, Delaware.


HOSPITALITY STAFFING: Taps Epiq as Claims Agent & Admin. Advisor
----------------------------------------------------------------
HSS Holding, LLC, et al., filed papers with the U.S. Bankruptcy
Court for the District of Delaware seeking permission to employ
Epiq Bankruptcy Solutions, LLC, as administrative advisor.

The Debtors already have sought and obtained authority from the
Court to employ Epiq as their claims and noticing agent.

Prior to the Petition Date, the Debtors provided Epiq a retainer
in the amount of $25,000.  The firm will be paid in accordance to
its customary hourly rates and will be reimbursed for any
necessary out-of-pocket expenses.

           About Hospitality Staffing Solutions, LLC

Hospitality Staffing Solutions, LLC (HSS) --
http://www.hssstaffing.com-- is a hospitality staffing company.
Established in 1990, the company's team of hotel industry experts
works with 4 and 5 star properties in 35 states and 62 markets
across the country.

Hospitality Staffing Solutions and various affiliates filed
voluntary Chapter 11 petitions (Bankr. D. Del. Lead Case No.
13-12740) on Oct. 24, 2013, to facilitate a sale of the business
to HS Solutions Corporation, an entity formed by LJC Investments
I, LLC and a group of investors including Littlejohn Opportunities
Master Fund, L.P., Caymus Equity Partners and Management, and SG
Distressed Debt Fund LP.  The investor group acquired $22.9
million of the Company's secured bank debt on Oct. 11.  That debt
is in default.

The sale transaction is subject to higher and better offers.

The Chapter 11 cases are before Judge Brendan Linehan Shannon.
The Debtors are represented by Mark Minuti, Esq., at Saul Ewing
LLP, in Wilmington, Delaware; and Jeffrey C. Hampton, Esq.,
Monique Bair DiSabatino, Esq., and Ryan B. White, Esq., at Saul
Ewing LLP, in Philadelphia, Pennsylvania.  The Debtors' financial
advisor is Conway Mackenzie, Inc., and their investment banker is
Duff & Phelps Corp.  Epiq Systems, Inc., is the Debtors' claims
and noticing agent.

The investor group are providing DIP financing.  They are
represented by Scott K. Charles, Esq., and Neil M. Snyder, Esq.,
at Wachtell, Lipton, Rosen & Katz, in New York; and Derek C.
Abbott, Esq., at Morris, Nichols, Arsht & Tunnell LLP, in
Wilmington, Delaware.


HOSPITALITY STAFFING: Meeting to Form Creditors' Panel on Nov. 4
----------------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3, will
hold an organizational meeting on Nov. 4, 2013 at 10:00 a.m. in
the bankruptcy cases of HSS Holding, LLC, et al.  The meeting will
be held at:

         J. Caleb Boggs Federal Building
         844 King Street, Room 2112
         Wilmington, DE 19801

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' case.

The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code.  A representative
of the Debtor, however, may attend the Organizational Meeting, and
provide background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable.  The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.
Section 1103 of the Bankruptcy Code provides that the Committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization.  The Committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.


IMPLANT SCIENCES: Explosives Detector Gets "Qualified" Status
-------------------------------------------------------------
Implant Sciences Corporation announced that the U.S.
Transportation Security Administration (TSA) has notified the
Company that its QS-B220 Explosives Trace Detector has been
granted acceptance onto the "Qualified" section of the Air Cargo
Screening Technology List (ACSTL).  With this acceptance, which is
a follow-on to the "Approved" status granted by the TSA in January
2013, the QS-B220 joins the list of products from which regulated
parties are encouraged to purchase security solutions.

Implant Sciences' Vice President of Technology, Todd Silvestri
commented, "This is the fourth regulatory success Implant Sciences
has had with the QS-B220 this year.  What is significant about
this result, as well as the STAC certification we announced
earlier this month, is that both require testing conducted under
actual operating conditions.  Through these government approvals
and successes with a number of air cargo customers, the QS-B220
has proven its efficacy in air cargo screening facilities was well
as in the laboratory."

Implant Sciences' President and CEO Glenn D. Bolduc added,
"Implant Sciences is proud to be the only provider of a TSA-
Qualified trace detection solution that does not incorporate
radioactive materials.  Not having to invest in radiation safety
protocols represents a significant operational advantage for many
of our customers.  We anticipate that this achievement will
accelerate our sales efforts, both domestically and
internationally."

The QS-B220 uses Ion Mobility Spectrometry (IMS) to rapidly detect
and identify trace amounts of a wide variety of military,
commercial, and homemade explosives.  With significantly lower
maintenance requirements than competing systems, the QS-B220 can
be deployed for a much lower total cost of ownership than other
approved products.  Featuring a radioactive material-free design,
push-button maintenance and diagnostics, and a patented inCalTM
internal automatic calibration system, the QS-B220 brings new
levels of performance and convenience to desktop trace detection
users with unsurpassed ease of use.

                       Amends 2013 Form 10-K

Implant Sciences Corporation amended its annual report on Form
10-K for the fiscal year ended June 30, 2013, originally filed on
Sept. 30, 2013, to include the information required by Part III
and not included in the Original Filing as the Company will not
file its definitive proxy statement within 120 days of its fiscal
year ended June 30, 2013.  A copy of the Form 10-K, as amended, is
available for free at http://is.gd/GhwDKM

                        About Implant Sciences

Implant Sciences Corporation (OBB: IMSC.OB) --
http://www.implantsciences.com/-- develops, manufactures and
sells sensors and systems for the security, safety and defense
(SS&D) industries.

Marcum LLP, in Boston, Massachusetts, issued a "going concern"
qualification on the consolidated financial statements for the
year ended June 30, 2012.  The independent auditors noted that the
Company has had recurring net losses and continues to experience
negative cash flows from operations.  As of Sept. 25, 2012, the
Company's principal obligation to its primary lender was
$33,429,000 with accrued interest of $3,146,000.  The Company is
required to repay all borrowings and accrued interest to this
lender on March 31, 2013.  These conditions raise substantial
doubt about its ability to continue as a going concern.

For the year ended June 30, 2013, the Company incurred a net loss
of $27.35 million on $12.01 million of revenues as compared with a
net loss of $14.63 million on $3.40 million of revenues during the
prior year.  The Company's balance sheet at June 30, 2013, showed
$5.09 million in total assets, $49.64 million in total liabilities
and a $44.54 million total stockholders' deficit.

                        Bankruptcy Warning

"Despite our current sales, expense and cash flow projections and
$12,763,000 in cash available from our line of credit with DMRJ at
March 31, 2013, we will require additional capital in the third
quarter of fiscal 2014 to fund operations and continue the
development, commercialization and marketing of our products.  Our
failure to achieve our projections and/or obtain sufficient
additional capital on acceptable terms would have a material
adverse effect on our liquidity and operations and could require
us to file for protection under bankruptcy laws," the Company said
in its quarterly report for the period ended March 31, 2013.


INT'L FOREIGN EXCHANGE: Court Enters Joint Administration Order
---------------------------------------------------------------
Judge Robert Gerber of the U.S. Bankruptcy Court for the Southern
District of New York entered an order authorizing the joint
administration of the Chapter 11 cases of International Foreign
Exchange Concepts, L.P., and International Foreign Exchange
Concepts, Inc., under Case No. 13-13379 (REG).  The consolidation
is for procedural purposes only and will not be deemed or
construed as directing or otherwise affecting a substantive
consolidation of the Chapter 11 cases.

           About International Foreign Exchange Concepts

International Foreign Exchange Concepts Holdings, Inc., and
International Foreign Exchange Concepts, L.P., sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No.
13-13380) on Oct. 17, 2013.

Judge Robert Gerber oversees the case.  Counsel to the Debtors is
Henry P. Baer, Jr., Esq., at Finn Dixon & Herling LLP, in
Stamford, Connecticut.  The Debtors' restructuring advisors is CDG
Group.  The Debtors' special counsel is Withers Bergman LLP.  The
Debtors' notice, claims, solicitation and balloting agent is Logan
& Company, Inc.

Counsel to AMF-FXC Finance LLC, the DIP lender, is Michael L.
Cook, Esq., and Christopher Harrison, Esq., at Schulte Roth &
Zabel LLP, in New York.


INT'L FOREIGN EXCHANGE: Has Until Nov. 18 to File Schedules
-----------------------------------------------------------
International Foreign Exchange Concepts, L.P., and International
Foreign Exchange Concepts, Inc., sought and obtained from the U.S.
Bankruptcy Court for the Southern District of New York extension
until Nov. 18, 2013, of the time within which they must file their
schedules of assets and liabilities and statements of financial
affairs.

The Debtors sought extension of the schedules filing deadline
because of the severe shortage of their personnel and the
exigencies of their financial circumstances.

           About International Foreign Exchange Concepts

International Foreign Exchange Concepts Holdings, Inc., and
International Foreign Exchange Concepts, L.P., sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No.
13-13380) on Oct. 17, 2013.

Judge Robert Gerber oversees the case.  Counsel to the Debtors is
Henry P. Baer, Jr., Esq., at Finn Dixon & Herling LLP, in
Stamford, Connecticut.  The Debtors' restructuring advisors is CDG
Group.  The Debtors' special counsel is Withers Bergman LLP.  The
Debtors' notice, claims, solicitation and balloting agent is Logan
& Company, Inc.

Counsel to AMF-FXC Finance LLC, the DIP lender, is Michael L.
Cook, Esq., and Christopher Harrison, Esq., at Schulte Roth &
Zabel LLP, in New York.


INTERFAITH MEDICAL: Nov. 4 Hearing on Exclusivity Extensions
------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York
will convene a hearing on Nov. 4, 2013, at 10:30 a.m., to consider
Interfaith Medical Center, Inc.'s motion to extend its exclusivity
periods.

The Debtor requested that the Court extend its exclusive periods
to file Plan of Reorganization until Dec. 16, and solicit
acceptances for that Plan until Feb. 17, 2014.  Unless extended,
the Debtor's exclusive filing period will expire Nov. 11, and the
exclusive solicitation period will expire Jan. 13.

As reported in the Troubled Company Reporter on Oct. 23, 2013,
Marie Beaudette, writing for DBR Small Cap, said the Debtor sought
for a 35-day extension to file a creditor-payment plan as it
negotiates with potential buyers interested in taking over its
facilities.

                  About Interfaith Medical Center

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

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

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

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

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


KBI BIOPHARMA: PNL Durham Objects to Ivey McClellan Hiring
----------------------------------------------------------
PNL Durham, L.P. lodged an objection to KBI Biopharma Properties,
LLC's application to employ Charles M. Ivey III and Justin W. Kay,
and members of the law firm of Ivey, McClellan, Gatton & Talcott,
L.L.P. of Greensboro, North Carolina, as counsel.

PNL is a holder of a claim secured by a first priority deed of
trust on the Debtor's real property located at 1011 Hamlin Road,
Durham, North Carolina.  PNL also holds a first priority security
interest on all leases, proceeds, rents and profits from the
property.

In their application dated Sept. 30, 2013, the Debtors said the
firm and Messrs. Ivey and Kay specifically, were retained by the
100% owner of the Debor, Howard Frank Auman, Jr., in connection
with a separate individual Chapter 11 Bankruptcy proceeding filed
by Mr. Auman on Jan. 16, 2013.

According to PNL, the complexity of relationships raises the
potential in the Debtor's bankruptcy for interest adverse to the
Debtor's estate.

                About KBI Biopharma Properties LLC

KBI Biopharma Properties LLC filed for Chapter 11 bankruptcy
(Bankr. M.D.N.C. Case No. 13-11304) in Greensboro.  The Debtor is
represented by Charles M. Ivey, III, Esq., at Ivey, McClellan,
Gatton, & Talcott, LLP, in Greensboro, North Carolina.  The Debtor
discloses total assets of $23 million and total liabilities of
$11.77 million.

The Chapter 11 petition was signed by Howard Frank Auman, Jr.,
member/manager.

The United States Trustee said that an official committee under
11 U.S.C. Sec. 1102 has not been appointed in the bankruptcy case
of KBI Biopharma Properties LLC.


KEYWELL LLC: Dec. 4 Hearing on Bid to Use Cash Collateral
---------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
granted in part Keywell L.L.C.'s motion to use cash collateral in
which NewKey Group LLC and NewKey Group II LLC assert an interest.
The Debtor may use cash collateral from Oct. 18, to Dec. 6, 2013,
subject to a permitted variance of three percent per expense line
item.

The Court previously approved a stipulation authorizing the
Debtor's use of cash collateral until Oct. 18.

The Court continued until Dec. 4, at 10 a.m., the hearing to
consider approval of the Debtor's use of cash collateral.

As of the Petition Date, the Debtor owed $4,553,320, with interest
continuing to accrue to NewKey; and $5,942,742 with interest
continuing to accrue to NewKey II.

As adequate protection from any diminution in value of the
lenders' collateral, the Debtor will grant the lenders replacement
liens on the postpetition collateral.

Additionally, the Debtor will (i) maintain and keep collateral in
good condition repair and working order; and (ii) maintain all
insurance that existed as of the Petition Date with respect to the
Debtor's business and the collateral.

On Oct. 13, the Official Committee of Unsecured Creditors objected
to the Debtor's use of cash collateral stating that the proposed
adequate protection in the Debtor's proposed final cash collateral
order is overreaching and inappropriate.

In a separate filing, Newkey and Newkey II responded to the
Committee's objection stating that, among other things, the
proposed order resolves many of the issues raised by the Committee
in its objection.

                       About Keywell L.L.C.

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.  Judge Eugene R. Wedoff presides over the case.

Adelman & Gettleman Ltd. serves as the Debtor's counsel.  Patzik,
Frank & Samotny Ltd. serves as the Debtor's as special counsel.
Eureka Capital Markets, LLC, serves as the Debtor's investment
banker, while Conway MacKenzie, Inc., serves as its financial
advisors.

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 LLC: To Sell Assets at Dec. 2 Auction
---------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
authorized Keywell L.L.C., to sell certain assets in an auction
led by Cronimet Holdings, Inc. and Cronimet Corporation.

The Debtors scheduled a Dec. 2 auction for the transferred assets
and the residual assets at the offices of Patzik, Frank & Samotny
Ltd., 150 South Eacker Drive, Suite 1500, Chicago, Illinois.
Competing bids are 5 p.m. on Nov. 26.

The Court will consider the sale to Cronimet or the winning bidder
at a hearing on Dec. 4, at 10 a.m.  Objections, if any are due,
Nov. 26.

Cronimet has agreed to purchase the assets for $12,500,000 in cash
plus the value of the contingent payments, pursuant to an assets
purchase agreement and the rail car purchase agreement, each dated
Sept. 20, 2013.

In the event of any competing bids for the assets, resulting in
Cronimet not being the successful buyer, it will receive a breakup
fee of $[_____] to be paid at the time of the closing of the sale
with such third party buyer.

                            Objections

ATI Allvac and ATI Wah Chang, each a division of TDY Industries,
LLC, submitted a response and reservation of rights to the planned
sale and bidding procedures.  According to ATI, the Debtor
provides specialty metal processing services for ATI pursuant to a
tolling arrangement, ATI delivers titanium, nickel and specialty
steel based scrap materials to the Debtor for processing.

ATI asserted that the ATI Materials constitute the property of ATI
and cannot be sold by the Debtor.  While the sale motion does not
suggest that any of the ATI Materials are subject to the sale, the
response is being filed in an abundance of caution to provide
notice of ATI's ownership of ATI Materials.

In a separate filing, lenders NewKey Group, LLC and NewKey Group
II, LLC objected to the sale motion, stating that, among other
things: (i) the sale procedures are inadequate and prejudicial to
the lenders because they (i) fail to acknowledge the lenders'
right to credit bid on the portion of the transferred assets that
constitute the lenders' collateral; and (ii) do not designate the
lenders as qualifying bidders at any auction.  The lenders said
they are owed significantly more than the proposed purchase price
for the NewKey Assets and have the right to credit bid at any
auction involving the NewKey Assets.

The Official Committee of Unsecured Creditors also objected to
certain aspects of the Debtor's proposed sale process.  The
Committee sought for modifications relating to these features of
the bid and sale procedures: the break-up fee; the assets subject
to qualified bids and included in the auction; Committee
consultation rights; Cronimet consultation rights; and the bid and
cure notice deadlines.


KEYWELL LLC: Wells Fargo Wants to Repossess Railcars
----------------------------------------------------
Wells Fargo Equipment Finance, Inc., asks the U.S. Bankruptcy
Court for the Northern District of Illinois for relief from the
automatic stay in the Chapter 11 case of Keywell L.L.C.

Wells Fargo and the Debtor entered into a Master Railcar Lease
Agreement dated Dec. 25, 2006, whereby Wells Fargo leased to the
Debtor 50 railcars.  Pursuant to the terms of the 2006 Railcar
Lease, the Debtor agreed and promised to make 120 monthly rental
payments to Wells Fargo in the amount of $500 per railcar for a
total monthly amount of $25,000.

Wells Fargo asserts that it is entitled to the repossession of the
collateral under the 2008 Equipment Lease due to the default by
the Debtor under the 2006 Railcar Lease.

Wells Fargo notes that cause exists to grant immediate relief from
the automatic stay because, among other things:

   1. the Debtor has not assumed or rejected the 2006 Railcar
      Lease and has not made payments;

   2. the Debtor is not entitled to continue its use of the
      railcars or collateral without making payment to Wells
      Fargo; and

   3. the railcars and collateral are not necessary for an
      effective reorganization as the Debtor has proposed to sell
      substantially all of its assets.

                       About Keywell L.L.C.

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.  Judge Eugene R. Wedoff presides over the case.

Adelman & Gettleman Ltd. serves as the Debtor's counsel.  Patzik,
Frank & Samotny Ltd. serves as the Debtor's as special counsel.
Eureka Capital Markets, LLC, serves as the Debtor's investment
banker, while Conway MacKenzie, Inc., serves as its financial
advisors.

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


LAFAYETTE YARD: Has Final OK to Use Cash Collateral Until March 31
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey entered
on Oct. 17, 2013, a final order authorizing Lafayette Yard
Community Development Corporation's use of cash collateral in
which Wells Fargo Bank National Association, as indenture trustee
for the revenue bonds issued by the Debtor in 2012, asserts an
interest.  The Debtor may use the cash collateral until March 31,
2014, unless earlier terminated upon the occurrence of a
Termination Event.

The use of cash collateral contemplated by this Final Order will
be limited solely to the categories of expenses listed on the
budget and the Carve Out.

As adequate protection, along with other loan adequate protection
liens and claims, the Bond Trustee is granted a replacement
perfected and enforceable continuing lien and security interest
(the "Rollover Lien") to the extent of any diminution in the Pre-
Petition Bond Collateral in all assets of the Debtor, together
with the proceeds, rents, products and profits thereof (the "Post
Petition Bond Collateral").  The Bond Trustee's Rollover Lien will
be subject to only the Carve Out [for certain expenses and
professional fees incurred during the pendency of the Debtor's
bankruptcy case], prior valid and perfected liens, if any,
existing as of the Petition Date with priority over the Bond
Trustee's liens and liens of the DIP Lender under the DIP
Facility.

The Bond Trustee is also granted a valid, perfected and
enforceable continuing supplemental lien and security interest
(the "Supplemental Lien") in all of the assets of the Debtor of
any kind or nature whatsoever within the meaning of Section 541 of
the Bankruptcy Code to the extent the same is not otherwise Post-
Petition Bond Collateral, together with all proceeds, rents,
products, and profits thereof (the "Supplemental Collateral" and,
collectively with the "Post-Petition Bond Collateral", the
"Collateral").  Collateral will include any causes of action or
proceeds thereof under Sections 544 through 550 and 724(e) of the
Bankruptcy Code.  The Supplemental Lien will be subject to only
the Carve Out, prior valid and perfected liens, if any, existing
as of the Petition Date, with priority over the liens of the Bond
Trustee and liens of the DIP Lender under the DIP Facility.

Further, the Bond Trustee is granted, subject to the Carve Out, a
superpriority administrative expense claim pursuant to Bankruptcy
Code Section 507(b).

A copy of the Final Cash Collateral Order is available at:

         http://bankrupt.com/misc/lafayetteyard.doc89.pdf

      About Lafayette Yard Community Development Corporation

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.


LAFAYETTE YARD: Has Final OK to Obtain DIP Loan From Racebook
-------------------------------------------------------------
The U.S Bankruptcy Court for the District of New Jersey entered,
on Oct. 17, 2013, a final order approving Lafayette Yard Community
Development Corporation's motion to obtain senior secured priming
and superpriority debtor-in-possession financing from Racebook
Capital Advisors LLP with a commitment amount equal to $2,000,000,
solely in according with a Budget, this Final Order, and the DIP
Agtreement.

The DIP Lender is hereby granted, pursuant to section 364(c)(2),
(3) and (d) of the Bankruptcy Code, senior secured liens on, and
security interests in, all of the Collateral, subject only to the
Carve-Out.

A copy of the Final DIP Facility Order is available at:

         http://bankrupt.com/misc/lafayetteyard.doc90.pdf

As reported in the TCR on Oct. 9, 2013, Judge Michael B. Kaplan
granted the Debtor interim authority to obtain from Racebrook
Capital Advisors LLP $200,000 from a senior secured priming and
superpriority debtor-in-possession credit facility with a
commitment amount equal to $2.0 million.

      About Lafayette Yard Community Development Corporation

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.


LAFAYETTE YARD: May Employ Sheldon Good & Company as Auctioneer
---------------------------------------------------------------
Lafayette Yard Community Development Corporation obtained
permission for the U.S. Bankruptcy Court for the District of New
Jersey to employ Racebook Marketing Concepts, LLC, d/b/a Sheldon
Good & Company, as auctioneer for the Debtor's assets.

As reported in the TCR on Oct. 9, 2013, pursuant to an engagement
agreement, Sheldon Good will receive a commission in an amount
equal to 1% of the sales price of the Debtor's property.  In
addition, Sheldon Good will advance no more than $40,000 on behalf
of the Debtor toward marketing expenses.

Sheldon Good is an affiliate of Racebrook Capital Advisors LLC,
the DIP lender.  Racebrook Capital and Racebrook Marketing share
common ownership.  Racebrook Marketing is the sole owner and
member of Sheldon Good.  Furthermore, Racebrook Capital and
Sheldon Good share only one Director, the chairman of the board of
all Racebrook entities, and share only one Officer, their general
counsel.  Further, management of Sheldon Good is independent of
other Racebrook entities.

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

As reported in the TCR on Oct. 216, 2013, the U.S. trustee
overseeing the Debtor's Chapter 11 told U.S. Bankruptcy Judge
Michael B. Kaplan that the proposed auctioneer who would run the
non-profit hotel owner's sale process has a conflict of interest
with Lafayette's debtor-in-possession lender.  U.S. Trustee Tracy
Hope Davis urged Judge Kaplan to reject Lafayette Yard's
application to retain auctioneer Sheldon Good, saying DIP lender
and investment firm Racebrook Capital Advisors LLC has the same
owner, therefore creating an "adverse interest."

      About Lafayette Yard Community Development Corporation

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.


LAGUNA BRISAS: Sr. Lienholder Won't Object to Orantes Hiring
------------------------------------------------------------
Wells Fargo Bank, N.A., as Trustee for the registered holders of
Banc of America Commercial Mortgage Inc., Commercial Mortgage
Pass-Through Certificates, Series 2006-3 by and through CWCapital
Asset Management LLC, solely in its capacity as Special Servicer,
the senior secured creditor of Laguna Brisas, LLC, filed a
reservation of rights with respect to the Debtor's application to
employ The Orantes Law Firm, P.C. as general insolvency counsel.

The Senior Lienholder based the filing of Reservation of Rights on
the settlement agreement between the Senior Lienholder, Kay Nam
Kim and Mehrdad Elie, which is intended to fully resolve all the
issues in this case.

The settlement agreement provides that the parties shall not
object to the Debtor's application to employ Orantes Law as the
Debtor's successor bankruptcy counsel, provided that the order
approving the employment application shall provide that no cash
collateral held by Byron Chapman, the duly-appointed receiver, or
generated from post-petition revenue, shall be used to pay fees or
expenses incurred by the Debtor for services rendered by Orantes
Law, except as otherwise set forth in the settlement agreement and
allowed pursuant to a final order of the Bankruptcy Court allowing
such fees and expenses on a final basis.

The Senior Lienholder reserves the right to object to the
Employment Application and the form of order approving the same,
and to move for reconsideration of any order approving the
Employment Application in the event that the Settlement Agreement
is not approved by the Court.

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

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

                     About Laguna Brisas

Laguna Beach, California-based Laguna Brisas LLC, doing business
as Best Western Laguna Brisas Spa Hotel, is owned by A&J Mutual,
LLC, which is owned and operated by Dae In "Andy" Kim and his wife
Jane.  The Company owns a Best Western Plus Hotel and Spa in
Laguna Beach, California.

The Company filed for Chapter 11 protection (Bankr. C.D. Cal.
Case No. 12-12599) on Feb. 29, 2012.  Bankruptcy Judge Mark S.
Wallace presides over the case.

The Debtor filed the Chapter 11 petition to stop foreclosure sale
of the first priority trust deed holder, Wells Fargo Bank.  The
hotel has been in possession of and operated by a receiver, Bryon
Chapman of Rim Hospitality, since Oct. 3, 2011.

Johnny Kim, Esq. -- no relation to the Debtor's insider, "Andy"
Kim -- represents the Debtor as special counsel.

The Debtor disclosed $15,097,815 in assets and $13,982,664 in
liabilities.  The petition was signed by Dae In "Andy" Kim,
managing member.

The Debtor has filed a Plan to be funded from income the Debtor
receives from the operation of the Hotel.  The management of the
Debtor will continue to be Andy Kim, as it was prior to the
appointment of the Receiver.  By the effective date of the Plan,
the Receiver will turn over the Debtor's assets to the Debtor.
The Debtor, through the management company, Matrix Hospital Group
LLC, will act as the disbursing agent for the purpose of making
the distributions provided for under the Plan.

Creditor Wells Fargo Bank, N.A., is represented by Hamid R.
Rafatjoo, Esq., at Venable LLP, as counsel.


LDK SOLAR: Has Forbearance with Noteholders Until Nov. 26
----------------------------------------------------------
LDK Solar Co., Ltd., has entered into a new 30-day forbearance
arrangement with holders of a majority in aggregate principal
amount of its US$-Settled 10 Percent Senior Notes due 2014.  The
new forbearance arrangement, which expires on Nov. 26, 2013,
relates to the interest payment due under the Notes on Aug. 28,
2013.  That interest payment is still unpaid.  It is LDK Solar's
intention to find a consensual solution to its obligations under
the Notes as soon as possible and LDK Solar remains hopeful that
it will be able to achieve that goal.

As reported previously, LDK Solar has engaged Jefferies LLC as a
financial advisor for strategic advice in connection with the
Notes and LDK Solar's other offshore obligations.  Holders of LDK
Solar's offshore debt obligations may contact Augusto King at
aking@Jefferies.com, or Steven Strom at sstrom@Jefferies.com ,
Lyndon Norley at lyndon.norley@Jefferies.com , or Richard Klein at
rklein@Jefferies.com with any questions.

Sidley Austin is acting as counsel to LDK Solar, led by Thomas
Albrecht at talbrecht@sidley.com, and Timothy Li at
htli@sidley.com.  LDK Solar understands that Ropes & Gray LLP is
acting as counsel to a group of noteholders, led by Daniel
Anderson (daniel.anderson@ropesgray.com) and Paul Boltz
(paul.boltz@ropesgray.com).  LDK Solar also understands that
Houlihan Lokey has been engaged as financial advisor to that same
group of noteholders; holders of the Notes may contact Brandon
Gale at bgale@hl.com with any questions.

                          About LDK Solar

LDK Solar Co., Ltd. -- http://www.ldksolar.com-- based in Hi-
Tech Industrial Park, Xinyu City, Jiangxi Province, People's
Republic of China, is a vertically integrated manufacturer of
photovoltaic products, including high-quality and low-cost
polysilicon, solar wafers, cells, modules, systems, power
projects and solutions.

LDK Solar was incorporated in the Cayman Islands on May 1, 2006,
by LDK New Energy, a British Virgin Islands company wholly owned
by Xiaofeng Peng, LDK's founder, chairman and chief executive
officer, to acquire all of the equity interests in Jiangxi LDK
Solar from Suzhou Liouxin Industry Co., Ltd., and Liouxin
Industrial Limited.

LDK Solar Co disclosed a net loss of $1.05 billion on $862.88
million of net sales for the year ended Dec. 31, 2012, as compared
with a net loss of $608.95 million on $2.15 billion of net sales
for the year ended Dec. 31, 2011.  The Company's balance sheet at
June 30, 2013, showed US$4.37 billion in total assets, US$4.79
billion in total liabilities, US$382.84 million in redeemable non-
controlling interests, and a US$794.58 million total deficit.

KPMG, in Hong Kong, China, issued a "going concern" qualification
on the consolidated financial statements for the year ended
Dec. 31, 2012.  The independent auditors noted that the Group has
a net working capital deficit and a deficit in total equity as of
Dec. 31, 2012, and is restricted from incurring additional
indebtedness as it has not met a financial covenant ratio as
defined in the indenture governing the RMB-denominated US$-settled
senior notes.  These conditions raise substantial doubt about the
Group's ability to continue as a going concern.


LIBERTY HARBOR: Plan Proposes Full Payment of Unsecured Claims
--------------------------------------------------------------
Liberty Harbor Holding, LLC, et al., filed with the U.S.
Bankruptcy Court for District of New Jersey a Joint Plan of
Reorganization and Disclosure Statement.

The Plan will be funded by the Debtors.  To the extent required,
the Debtors' principal, Peter Mocco, and his wife, Lorraine Mocco,
and entities owned and controlled by them will provide whatever
funds are needed to consummate the Plan.

As of Oct. 17, 2013, the Moccos have provided these funding to the
Debtors: (a) $2,500,000 on execution of the settlement with
Kathryn and Lynn Kerrigan; (b) $500,000 within 30 days of
execution of the Kerrigan settlement; (c) $3,000,000 on or about
Dec. 21, 2012; and (d) Upon consummation of a sale of land to New
Jersey Transit, an additional $4,000,000 was received by the
Debtors.  Further payments totaling in excess of $12 million are,
pursuant to the settlement, to be funded by the the Debtors'
principals in the next five years.

The Plan designates four classes of creditors.  Under the Plan,
the modified obligations of the Debtors due to Class 1 Kerrigan
Family Claims and Class 2 JCRA Claims are reaffirmed.  The Debtors
do not believe that any funds are owed to City of Jersey City,
other than certain real estate taxes, which the Debtors believe
will have been paid in full prior to the Confirmation Date.  The
City of Jersey City is the sole member of Class 3.  Class 4 Other
Unsecured Creditors will be paid in full, without interest.

A full-text copy of the Disclosure Statement dated Oct. 17, 2013,
is available for free at:

        http://bankrupt.com/misc/LIBERTYHARBOR_DSOct17.PDF

A hearing will be convened on Nov. 26, 2013, before Judge Novalyn
L. Winfield in Newark, New Jersey, to consider the adequacy of the
Disclosure Statement.

Daniel M. Stolz, Esq. -- dstolz@wjslaw.com -- of Wasserman,
Jurista & Stolz, P.C., represents the Debtors.

                       About Liberty Harbor

Jersey City, New Jersey-based Liberty Harbor Holding, LLC, along
with two affiliates, sought Chapter 11 protection (Bankr. D.N.J.
Lead Case No. 12-19958) in Newark on April 17, 2012.  Each of the
Debtors is solely owned by Peter Mocco.

Liberty, as of April 16, 2012, had total assets of $350.08
million, comprising of $350 million of land, $75,000 in accounts
receivable and $458 cash.  The Debtor says that it has
$3.62 million of debt, consisting of accounts payable of $73,500
and unsecured non-priority claims of $3,540,000.  The Debtor's
real property consists of Block 60, Jersey City, NJ 100% ownership
Lots 60, 70, 69.26, 61, 62, 63, 64, 65, 25H, 26A, 26B, 27B, 27D.
Affiliates that filed separate petitions are: Liberty Harbor II
Urban Renewal Co., LLC (Case No. 12-19961) and Liberty Harbor
North, Inc. (Case No. 12-19964).  The three cases are
administratively consolidated.

Judge Novalyn L. Winfield presides over the case.  Wasserman,
Jurista & Stolz, P.C. serves as insolvency counsel and Scarpone &
Vargo serves as special litigation counsel.  The petition was
signed by Peter Mocco, managing member.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed three
creditors to the Official Committee of Unsecured Creditors in the
Chapter 11 cases of the Debtor.


LIGHTSQUARED INC: Dish Network Lauds Harbinger Suit Dismissal
-------------------------------------------------------------
In the wake of New York Federal Bankruptcy Court Judge Shelley
Chapman's ruling on Tuesday that dismisses Harbinger Capital
Partners L.L.C.'s suit against DISH Network L.L.C., the company
issued the following statement:

"DISH is pleased Judge Chapman has dismissed all charges against
it.  The company looks forward to pursuing its bid in the upcoming
auction for the LightSquared assets."

                     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.


LIQUIDMETAL TECHNOLOGIES: Stockholders Elect Seven Directors
------------------------------------------------------------
Liquidmetal Technologies, Inc., held its annual meeting of
stockholders on Oct. 24, 2013, at which the Company's
stockholders:

   (i) elected seven directors to the Company's board of
       directors, namely: (1) Thomas Steipp, (2) Scott Gillis, (3)
       Mark Hansen, (4) Abdi Mahamedi, (5) Ricardo Salas, (6) Bob
       Howard-Anderson and (7) Richard Sevcik;

  (ii) approved the amendment and restatement of the Company's
       Certificate of Incorporation to (a) increase the number of
       shares of common stock that the Company is authorized to
       issue from 500,000,000 shares to 700,000,000 shares and (b)
       remove all language relating to the Company's Series A-1
       and Series A-2 Preferred Stock and the rights of the
       holders thereof;

(iii) granted advisory approval of the compensation of the
       Company's named executive officers;

  (iv) voted, on an advisory basis, to hold future advisory votes
       on executive compensation every year; and

   (v) ratified the appointment of SingerLewak LLP as the
       Company's independent registered public accounting firm for
       fiscal year 2013.

                  About Liquidmetal Technologies

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

Liquidmetal incurred a net loss of $14.02 in 2012, as compared
with net income of $6.15 million in 2011.  As of June 30, 2013,
the Company had $6.06 million in total assets, $4.62 million in
total liabilities and $1.44 million in total shareholders' equity.

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


LYON WORKSPACE: Has Until Dec. 17 to Propose Chapter 11 Plan
------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
extended Lyon Workspace Products, L.L.C., et al.'s exclusive
periods to file a Chapter 11 Plan until Dec. 17, 2013, and solicit
acceptances for that Plan until Feb. 15, 2014.

This is the third extension in the Debtors' exclusive periods.

Lyon Workspace Products, L.L.C. and seven affiliates sought
Chapter 11 protection (Bankr. N.D. Ill. Lead Case No. 13-2100) on
Jan. 19, 2012.

Lyon Workspace -- http://www.lyonworkspace.com/-- was a
manufacturer and supplier of locker and storage products.  It had
400 full-time employees, 53% of whom are salaried employees.
Eight percent of the employees are members of the Local Union No.
1636 of the United Steelworkers of America, A.F.L.-C.I.O.  The
Debtor disclosed $41,275,474 in assets and $37,248,967 in
liabilities as of the Chapter 11 filing.

Attorneys at Perkins Coie LLP serve as counsel to the Debtors.
Kurtzman Carson Consultants LLC is the claims and notice agent.


MACCO PROPERTIES: Parties Object to Trustee's Hiring of Counsel
---------------------------------------------------------------
Lew McGinnis and Jennifer Price, interested parties in the
bankruptcy proceedings of of Macco Properties, Inc. and its
debtor-affiliates, seek to block the request of Michael E. Deeba,
the Chapter 11 Trustee for the Debtors, to employ special counsel.

The Chapter 11 Trustee sought authorization from the U.S.
Bankruptcy Court for the Western District of Oklahoma to hire
Gerald P. Green, Amy Steele Neathery and John C. Lennon of the
firm of Pierce Couch Hendrickson Baysinger & Green, LLP and
Stephen D. Straus and Jeremy Monosov of the firm of Traub
Lieberman Straus & Shrewsberry, LLP, to assist the Trustee in a
state court matter involving First Specialty Insurance
Corporation.

The Chapter 11 Trustee has determined the necessity of employing
Special Counsel on behalf of Macco and Brooks to vigorously defend
the First Specialty action for Declaratory Judgment pending in the
Supreme Court of the State of New York, County of New York,
as well as to aggressively pursue the recovery of not only claims
under the policy to which the estates are legitimately entitled
but also to pursue any and all other contract and tort remedies to
which the estates deem themselves entitled by virtue of the
conduct of First Specialty.

The Chapter 11 Trustee has proposed that Gerald P. Green, Amy
Steele Neathery and John C. Lennon of the firm of Pierce Couch
Hendrickson Baysinger & Green, LLP and Stephen D. Straus and
Jeremy Monosov of the firm of Traub Lieberman Straus &
Shrewsberry, LLP will be paid the following hourly fee and
contingency fee schedule and such additional compensation as the
Court may approve:

   (a) to defend the case pending in New York, the attorney
       shall be paid on the hourly rate of $300 for Partners,
       $225 for Associates and $105 for Paralegals.  Should any
       ruling from the New York Court require the estate to
       prosecute it breach of contract and tort claims in New
       York, Attorneys will seek to supplement this Application
       for Approval of Employment of Special Counsel as well as
       approval of Compensation of such claims;

   (b) to prosecute the breach of contract claim, provided the
       claim is brought in Oklahoma, the attorneys shall be
       paid on an hourly rate of $400 for Partners, $300
       for Associates and $155 for Paralegals, to be billed
       upon settlement or Final Judgment, and subject to
       Bankruptcy Court for the Western District of Oklahoma
       approval of attorneys' fees and costs;

   (c) to prosecute the tort claim for breach of the duty of
       good faith and fair dealing, the attorneys compensation
       shall be a sum equal to 40% of the gross amount of
       tort including punitive damages recovered by settlement
       or Final Judgment; and

   (d) the necessary expenses and costs incurred in the
       prosecution of the claim or suit shall be borne by the
       Estate, regardless of the outcome, but will be advanced
       by the attorneys.

According to the interested parties, the lawsuit involves a
declaratory judgment sought by First Specialty to determine
whether it is obligated to pay to the Debtor insurance proceeds
for tornado damage to the Brooks Apartments in April of 2012.
Neither of the law firms have represented the Debtor prior to the
lawsuit above.

General Properties, Inc., the other party to this lawsuit, has
already hired local New York counsel for this case, and it has
already filed an answer in the matter.  General Properties, the 1%
owner of NV Brooks Apartments, LLC, the Joint Debtor in this case,
holds the same claims and defenses as the Debtor in the matter.

According to the interested parties, at this time, there is
roughly $2,000,000 in assets in the Debtor.  It is projected that
approximately $1,000,000 will be needed to pay off the remaining
unsecured creditors of both the Debtor and the Joint Debtor, which
consists of $571,000 plus interest for the Debtor and $47,000 for
the Joint Debtor.  The remainder shall be sufficient to pay the
outstanding professional fees and other administrative claims.
Any further amounts received by the estate would inure to the
benefit of the Debtor's equity holder, Jennifer Price.  No further
amounts are needed to ensure that all creditors and claims of the
estate are paid in full.

Counsel to Mr. McGinnis and Ms. Price can be reached at:

         Joyce W. Lindauer, Esq.
         Attorney at Law
         8140 Walnut Hill Lane, Suite 301
         Dallas, Texas 75231
         Tel: (972)503-4033
         Fax: (972)503-4034
         E-mail: joyce@joycelindauer.com

                    About Macco Properties

Oklahoma City, Oklahoma-based Macco Properties, Inc., is a
property management company that is the sole or controlling member
and/or manager of numerous multi-family residential rental units
in Oklahoma City, Oklahoma, Wichita, Kansas, and Dallas, Texas,
and several and commercial business properties in Oklahoma City,
Oklahoma, and Holbrook, Arizona.

Macco Properties filed for Chapter 11 bankruptcy protection
(Bankr. W.D. Okla. Case No. 10-16682) on Nov. 2, 2010.  The Debtor
disclosed $50,823,581 in total assets, and $4,323,034 in total
liabilities.

Affiliated entities also sought bankruptcy protection: NV Brooks
Apartments, LLC (10-16503); JU Villa Del Mar Apartments, LLC and
(10-16842); and SEP Riverpark Plaza, LLC (10-16832).  SEP
Riverpark Plaza owns or controls The Riverpark Apartments, a
multi-family apartment complex located in Wichita, Kansas.

Receivership Services Corp., a division of the Martens Cos.,
serves as property manager for the six Wichita apartment complexes
caught up in the bankruptcy of Macco Properties of Oklahoma City.

On May 31, 2011, an Order was entered appointing Michael E. Deeba
as the Chapter 11 Trustee for Macco Properties.  He is represented
by Christopher T. Stein, of counsel to the firm of Bellingham &
Loyd, P.C.  Grubb & Ellis/Martens Commercial Group LLC acts as
the Chapter 11 Trustee's exclusive listing broker/realtor for
properties.

The Official Unsecured Creditors' Committee is represented by
Ruston C. Welch, at Welch Law Firm, P.C., in Oklahoma City.

In August 2013, the Bankruptcy Court signed off on an agreed order
dismissing the Chapter 11 cases of SEP Riverpark Plaza and JU
Villa Del Mar Apartments.


MERCANTILE BANCORP: Wants Plan Filing Period Extended to Dec. 24
----------------------------------------------------------------
Mercantile Bancorp, Inc., asks the U.S. Bankruptcy Court for the
District of Delaware to extend its exclusive periods to file and
obtain acceptances of a plan by approximately 60 days, or until
Dec. 24, 2013, and Feb. 24, 2014, respectively.

The Debtor tells the Court that sufficient cause exists to grant
the requested extension of the Exclusive Periods for at least the
following reasons:

     -- the Debtor has made significant good faith progress
towards reorganization.  Most notably, the Debtor has conducted a
successful auction for the Assets and received Court approval to
consummate the Sale to the Stalking Horse Purchaser.

     -- the modest extension requested of the Exclusive Periods
will provide the Debtor with much-needed time to resolve the key
unresolved contingency present in this case: the FDIC Waiver (as
used in the Sale Order).  The Debtor is hopeful that the requested
extension will permit the Debtor and the FDIC to reach an
agreement regarding the FDIC Waiver in an amount acceptable to the
Official Committee of Trust Preferred Securities Holders (the
"Committee").

     -- the Debtor has been paying, and will continue to pay, its
undisputed postpetition debts as they come due and has operated
its business in the ordinary course since the filing of its
Chapter 11 case.

     -- the Debtor commenced its bankruptcy case fewer than four
months ago.

     -- the Debtor does not anticipate an unduly long and drawn
out bankruptcy process.  The Debtor is proceeding expeditiously in
fulfilling the contingencies necessary to consummate the Sale so
it can obtain approval of a Chapter 11 plan and make distributions
to creditors.

     -- the Debtor is not seeking an extension of the Exclusive
Periods to delay the administration of this case or to pressure
creditors into acceding to a plan that they find unsatisfactory.

                     About Mercantile Bancorp

Mercantile Bancorp -- http://www.mercbanx.com/-- is a Quincy,
Illinois-based bank holding company with wholly owned subsidiaries
consisting of one bank in Illinois and one each in Kansas and
Florida, where the Company conducts full-service commercial and
consumer banking business, engages in mortgage banking, trust
services and asset management, and provides other financial
services and products.  The Company also operated Mercantile Bank
branch offices in Missouri and Indiana.

On Aug. 10, 2011, the Illinois Division of Banking released a
Consent Order that Mercantile Bank, the Federal Deposit Insurance
Corporation, and the Division entered into as of July 28, 2011.
Under the Order, Mercantile Bank will cease operating with all
money transmitters and currency businesses providing brokerage,
sale or exchange of non-United States currency for deposit
customers.  Furthermore, Mercantile Bank may not enter into a new
line of business without the prior written consent of the FDIC and
the Division.

Mercantile Bancorp filed a Chapter 11 petition (Bankr. D. Del.
Case No. 13-11634) on June 27, 2013.  The petition shows assets
and debt both exceeding $50 million.  Liabilities include $61.9
million owing on junior subordinated debentures.  Mercantile
stopped paying interest on the debentures in 2009, since then
running up $14 million in unpaid interest.

Stuart M. Brown, Esq. at DLA Piper LLP (US), in Wilmington,
Delaware; and Richard A. Chesley, Esq., Kimberly D. Newmarch,
Esq., and Aaron M. Paushter, Esq., at DLA Piper LLP (US), in
Chicago, Illinois, are the attorneys for the Debtor.

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

An official committee of trust preferred securities holders was
also appointed by the U.S. Trustee.  The TruPS Committee is
represented by Domenic E. Pacitti, Esq., at Klehr Harrison Harvey
Branzburg LLP, in Wilmington, Delaware; Morton R. Branzburg, Esq.,
at Klehr Harrison Harvey Branzburg LLP, in Philadelphia,
Pennsylvania; David R. Seligman, P.C., Esq., and Jeffrey W.
Gettleman, Esq., at Kirkland & Ellis LLP, in Chicago, Illinois;
and Joseph Serino Jr., P.C., Esq., and John P. Del Monaco, Esq.,
at Kirkland & Ellis LLP, in New York.


MERCANTILE BANCORP: TruPS Committee Defends Bid to Hire Advisors
----------------------------------------------------------------
The Official Committee of Trust Preferred Securities Holders of
Mercantile Bancorp, Inc., filed with the U.S. Bankruptcy Court for
the District of Delaware on Oct. 24, 2013, an amended proposed
order relating to the Committee's application for authorization to
retain Griffin Financial Group, LLC, as its Investment Banker and
Financial Advisor effective nunc pro tunc to July 19, 2013, filed
Sept. 10, 2013.

In light of the amended proposed order, the Committee has
extended the deadline to file responses to the Application until
Nov. 7, 2013, at 4:00 p.m.  If an objection is properly filed,, a
hearing will be held on Nov. 14, 2013, at 11:00 a.m.

A copy of the Amended Proposed Order is available at:

http://bankrupt.com/misc/mercantilebancorp.doc225-1.pdf

           Committee's Response to Debtor's Objection to
               Retention of Griffin and Prince Ridge

The Committee explains: "The Committee is the representative of
the Debtor's trust preferred security holders, who hold
substantially all of the unsecured debt in the Debtor's Chapter 11
case.  There is no secured debt, and the Debtor has repeatedly
stated throughout the Chapter 11 case that is does not expect the
estate to be administratively insolvent after the sale closes.
Accordingly, it is highly likely that any amounts paid to the FAs
would derive from funds that would otherwise be available for
distribution to the trust preferred securities holders.

"As required by Bankruptcy Rule 2014, the Applications set forth
the basis for engaging the FAs.  Each application clearly states
one of the bases is "identify and evaluate additional potential
purchasers of the Bank in [Griffin's/PrinceRidge's] areas of
expertise and contact and negotiate with such parties.  In
addition, the FAs were to attempt to develop an "alternative
transaction."  The Engagement Letters represented a hard-bargained
arrangement between the Committee and the FAs, and the
compensation arrangement was negotiated as a whole -- in other
words, the monthly fees, the "capital raise" incentive fee for a
successful alternative transaction, and the 363 sale incentive
fees should be viewed as a whole.  The Debtor appears to now say
that certain parts of this arrangement, with the benefit of 20-20
hindsight, should be lopped off.  However, hindsight is not the
proper standard to determine the reasonableness of the terms and
conditions of the FAs' engagement."

As reported in the TCR on Oct. 22, 2013, the Debtor objected to
the application of the Committee to retain:

     -- Griffin Financial Group, LLC, as the TruPS Holders
        Committee's investment banker and financial advisor; and

     -- C&Co/PrinceRidge LLC as investment banker and financial
        advisor.

The Debtor said that it does not object to the Committee retaining
professionals, but it objects to those professionals being paid
for work that did not and will not benefit the Debtor's bankruptcy
estate or increase the distributions made to the Debtor's
creditors.

Specifically, the Debtor objects to Griffin Financial Group, LLC,
and C&Co/PrinceRidge LLC ("PrinceRidge," and together with
Griffin, the "Committee Advisors") being: (i) paid monthly fees
for months after September 2013 during which time the Debtor will
have no assets to sell or alternative transaction to pursue which
would justify paying two financial advisors; (ii) paid a success
fee for the sale of the Debtor's assets, because the Committee
Advisor's efforts were focused on an alternative transaction and
their efforts did not impact the sale or increase the purchase
price; and (iii) retained pursuant to Section 328 of the
Bankruptcy Code, such that the Debtor will not have an opportunity
to adequately scrutinize and object to the Committee Advisors' fee
applications.

The Debtor said only a limited pool of funds will be available to
make a distribution to creditors.  Accordingly, the terms of the
Committee Advisors' retention and compensation merits special
attention, considering that it is likely the Committee's attorneys
have already incurred fees and expenses for the period from their
appointment through September 2013 in excess of $1 million.

As reported in the TCR on Sept. 13, 2013, Griffin will, among
other things, evaluate the assets and liabilities of the Debtor
and its subsidiary Mercantile Bank and review and analyze the
financial condition, operating results, liquidity and capital
structure of the Debtor and the Bank, including capital adequacy
and asset quality.

Griffin will be paid a cash advisory fee of $90,000 for the period
beginning July 19, 2013, and ending Aug. 31, 2013, and $36,000 for
each month thereafter.  The firm will also be paid an incentive
fee in the event of the consummation of a sale under Section 363
of the Bankruptcy Code or any other transaction other than a 363
Sale.  The firm will further be paid a fee equal to the product of
a percentage to be agreed to by the firm and C&Co/PrinceRidge LLC,
which the Committee also seeks to retain.

The firm will be reimbursed for any necessary out-of-pocket
expenses.  The Engagement Letter provides that the firm's
aggregate fees will not exceed $1,200,000.

Joseph M. Harenza, the chief executive officer and senior managing
director of Griffin, assured 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.

                     About Mercantile Bancorp

Mercantile Bancorp -- http://www.mercbanx.com/-- is a Quincy,
Illinois-based bank holding company with wholly owned subsidiaries
consisting of one bank in Illinois and one each in Kansas and
Florida, where the Company conducts full-service commercial and
consumer banking business, engages in mortgage banking, trust
services and asset management, and provides other financial
services and products.  The Company also operated Mercantile Bank
branch offices in Missouri and Indiana.

On Aug. 10, 2011, the Illinois Division of Banking released a
Consent Order that Mercantile Bank, the Federal Deposit Insurance
Corporation, and the Division entered into as of July 28, 2011.
Under the Order, Mercantile Bank will cease operating with all
money transmitters and currency businesses providing brokerage,
sale or exchange of non-United States currency for deposit
customers.  Furthermore, Mercantile Bank may not enter into a new
line of business without the prior written consent of the FDIC and
the Division.

Mercantile Bancorp filed a Chapter 11 petition (Bankr. D. Del.
Case No. 13-11634) on June 27, 2013.  The petition shows assets
and debt both exceeding $50 million.  Liabilities include $61.9
million owing on junior subordinated debentures.  Mercantile
stopped paying interest on the debentures in 2009, since then
running up $14 million in unpaid interest.

Stuart M. Brown, Esq. at DLA Piper LLP (US), in Wilmington,
Delaware; and Richard A. Chesley, Esq., Kimberly D. Newmarch,
Esq., and Aaron M. Paushter, Esq., at DLA Piper LLP (US), in
Chicago, Illinois, are the attorneys for the Debtor.

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

An official committee of trust preferred securities holders was
also appointed by the U.S. Trustee.  The TruPS Committee is
represented by Domenic E. Pacitti, Esq., at Klehr Harrison Harvey
Branzburg LLP, in Wilmington, Delaware; Morton R. Branzburg, Esq.,
at Klehr Harrison Harvey Branzburg LLP, in Philadelphia,
Pennsylvania; David R. Seligman, P.C., Esq., and Jeffrey W.
Gettleman, Esq., at Kirkland & Ellis LLP, in Chicago, Illinois;
and Joseph Serino Jr., P.C., Esq., and John P. Del Monaco, Esq.,
at Kirkland & Ellis LLP, in New York.


MORGAN'S FOODS: Inks 3rd Amendment to KFC Remodel Agreement
-----------------------------------------------------------
Morgan's Foods, Inc., on Oct. 22, 2013, entered into a Third
Amendment to the Remodel Agreement with KFC Corporation,
clarifying the status of certain restaurants to be closed under
the agreement.  The Company is now required to complete the
remodeling or relocation of two facilities in calendar 2013, which
have been completed, and four facilities in calendar 2014.

Morgan's Foods, on Dec. 9, 2011, entered into a Remodel Agreement
with one of its franchisors, KFC Corporation.  The Agreement
outlines the required image enhancement activities for all of the
Company's KFC and KFC/Taco Bell 2 in 1 restaurant facilities.  The
First Amendment to the Agreement was executed on June 20, 2012,
and served to move one facility from the 2012 calendar year to
2013 and replaced it in 2012 with a different facility that was
previously scheduled in 2013, affecting none of the material terms
of the Agreement.  Also, on Nov. 29, 2012, the Company entered
into a Second Amendment to the Agreement with KFC, changing the
required remodel dates for certain of its facilities.  The
Agreement outlines the schedule for remodeling certain restaurants
to meet the franchisor's image requirements through the Company's
2015 fiscal year and specifies a certain number of remodel
activities during each year thereafter through fiscal 2023.

               Offering 150,000 Shares Under Plan

Morgan's Foods is offering 150,000 shares of common stock
issuable under the Company's Long-Term Incentive Plan for a
proposed maximum offering price of $525,000.  A copy of the Form
S-8 is available for free at http://is.gd/gFaZrX

                       About Morgan's Foods

Cleveland, Ohio-based Morgan's Foods, Inc., which was formed in
1925, operates KFC restaurants under franchises from KFC
Corporation, Taco Bell restaurants under franchises from Taco Bell
Corporation, Pizza Hut Express restaurants under licenses from
Pizza Hut Corporation and an A&W restaurant under a license from
A&W Restaurants, Inc.

Morgan's Foods incurred a net loss of $138,000 on $86.86 million
of revenues for the year ended March 3, 2013, as compared with a
net loss of $1.68 million on $82.23 million of revenues for the
year ended Feb. 26, 2012.  The Company's balance sheet at Aug. 18,
2013, showed $50.52 million in total assets, $50.05 million in
total liabilities and $470,000 in total shareholders' equity.


MISSION NEWENERGY: Files Rebuttal in Arbitration Proceedings
------------------------------------------------------------
Mission NewEnergy Limited announced that formal hearings under the
arbitration proceedings will now commence, after the parties
failed to come to an amicable settlement during mediation which
was undertaken under the auspices of the 3 member arbitration
panel constituted under Indonesian Arbitration Board (BANI) rules.

As announced on 15 May 2013, Mission's 85 percent owned
subsidiary, Oleovest Pte Ltd (Oleovest) as the Claimant,
officially registered its request for arbitration with the
Indonesian Arbitration Board (BANI) to seek compensation from the
Indonesian government owned palm plantation company, PT Nusantara
III (PTPN111) for breach of its material and non material
obligations under its joint venture agreement (JVA) with Oleovest.

Under the terms of the joint venture agreement the defaulting
party being PTPN111, is obligated to acquire Oleovest's shares at
the greater of either the market value or cost of investment, such
value to be determined by an internationally reputed appraiser to
be appointed by the Joint venture company and agreed to by the
parties.  To date, Oleovest's investment in the joint venture
project is approximately US$4 million.  Having failed to reach an
agreement during the mediation under the BANI arbitration rules on
the choice of appraiser, the arbitration panel has ordered for the
hearings to commence with the Claimant formally submitting its
rebuttal.

Oleovest, in its rebuttal, is seeking compensation of
approximately US$85 million, excluding interest.  The next hearing
is expected to be sometime in mid December 2013, after the
Respondent submits its reply.

The Company can provide no assurances as to the amount or the
timing of when or if an award from the Indonesian arbitration
panel would be forthcoming.

                       About Mission NewEnergy

Based in Subiaco, Western Australia, Mission NewEnergy Limited is
a producer of biodiesel that integrates sustainable biodiesel
feedstock cultivation, biodiesel production and wholesale
biodiesel distribution focused on the government mandated markets
of the United States and Europe.

The Company is not operating its biodiesel refining segment.  The
refineries are being held in care and maintenance either awaiting
a return to positive operating conditions or the sale of assets.

The Company has materially diminished its Jatropha contract
farming operation and the company is now focused on divesting the
remaining Indian assets.  The Company intends to cease all Indian
operations.

Grant Thornton Audit Pty Ltd, in Perth, Australia, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
incurred operating cash outflows of A$4.9 million during the year
ended June 30, 2012, and, as of that date, the consolidated
entity's total liabilities exceeded its total assets by
A$24.4 million.

As of June 30, 2013, the Group had AU$7.53 million in total
assets, AU$32.60 million in total liabilities, and a AU$25.07
million total deficiency.


MI PUEBLO: WF Consents to Conditional Extension of Exclusivity
--------------------------------------------------------------
Wells Fargo Bank, N.A., submitted to the U.S. Bankruptcy Court for
the Northern District of California on Oct. 25, 2013, its
conditional non-opposition to Mi Pueblo San Jose, Inc.'s motion to
extend the exclusive periods for the Debtor to file and obtain
acceptances of a plan until Feb. 17, 2014, and April 18, 2014,
respectively.

The Bank said the evidence submitted in support of the Motion,
which consists of generalized statements that are contained in the
Declaration of Juvenal Chavez about the efforts being made by Mi
Pueblo to reorganize, does not meet the burden of proof imposed on
Mi Pueblo to demonstrate there is "cause" to obtain the extensions
requested by the Motion.

The Bank explains: "Although the Bank does not believe that Mi
Pueblo has met its burden of proof to establish that there is
cause to grant the Motion, the Bank is nevertheless willing to
consent to the granting of the Motion subject to the following
conditions that, as otherwise noted, if not complied with, will
cause an immediate termination of Mi Pueblo's plan filing
exclusivity:

    (i) The Debtors continue to pay the Bank adequate protection
payments on the same terms as they have been paid and approved by
the Court in prior interim orders authorizing use of cash
collateral by the Debtors through April 30, 2014;

   (ii) The Debtors shall file plans of reorganization on or
before Feb. 7, 2014; have plans confirmed on or before April 18,
2014, and may not to seek any further extensions of their
exclusivity periods;

  (iii) If either Mi Pueblo's or Cha Cha's cash on hand ever fall
below $2,000,000, each measured by the average of its respective
cash on hand on a trailing three-week period basis, then the
Debtors must, within 14 calendar days thereafter, file plans of
reorganization based upon a sale of the Debtors' assets to a third
party or the Debtors' respective plan period will immediately
terminate without further order of the Court;

   (iv) The Debtors shall establish a data room for use by
prospective purchasers of their assets by Nov. 8, 2013;

    (v) If Mi Pueblo's same store sales for the period from
Dec. 1, 2013, to Dec. 21, 2013, are 15% or more below the same
store sales for the prior year during the corresponding period,
then the Debtors shall file plans of reorganization on or before
Dec. 31, 2013, that provide for the sale of the Debtors' assets to
a third party or the Debtors' respective plan exclusivity periods
will immediately terminate without further order of the Court; and

   (vi) Juvenal Chavez must have loaned $2,000,000 from his
personal assets to Mi Pueblo, which loan must be fully funded by
Nov. 3, 2013, and may not be repaid either in full or in part,
until all of Mi Pueblo's obligations to the Bank have been paid in
full in cash, and the loan must be subordinated in payment and in
lien priority to all of Mi Pueblo's loans from the Bank and to any
superpriority claim held by the Bank pursuant to 11 U.S.C. Section
507(b)."

             Extension of Objection and Reply Deadline

Since the filing of the Debtor's Motion to extend exclusivity, the
Debtor and the Official Committee of Unsecured Creditors of Mi
Pueblo have been working to consensually resolve the Committee's
issues with regards to the Motion.  According to the Parties, they
are still negotiating various issues, and these issues may be
resolved without need for the Committee to file an objection.
Thus the Parties have stipulated to extend the Objection Deadline
for the Committee by 7 days to Nov. 1, 2013, and the Replay
Deadline for the Deadline by 6 days to Nov. 7, 2013.

As reported in the TCR on Oct. 28, 2013, the Bankruptcy Court will
convene a hearing on Nov. 8, 2013, to consider Mi Pueblo San Jose,
Inc.'s motion to extend its exclusivity periods.

On Oct. 8, the Debtor requested that the Court extend its
exclusive period to file and solicit acceptances for the Chapter
11 Plan until Feb. 17, 2014; and solicit acceptances for that Plan
until April 18, 2014.  According to the Debtor, the time requested
is just sufficient to allow Mi Pueblo to obtain a better picture
of its reorganization options and feasibility.

                     About Mi Pueblo San Jose

Mi Pueblo San Jose, Inc., filed a Chapter 11 petition (Bankr.
N.D. Cal. 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.  The cases are not
jointly administered.

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. Bustamante & Gagliasso, P.C. serves as its
special counsel.

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.


MPG OFFICE: Suspending Filing of Reports with SEC
-------------------------------------------------
MPG Office Trust, Inc., filed with the U.S. Securities and
Exchange Commission a Form 15 to terminate the registration of its
common stock, $0.01 par value per share, and 7.625 Percent Series
A Cumulative Redeemable Preferred Stock, $0.01 par value per
share.  There was no holder of the securities as of Oct. 28, 2013.
As a result of the Form 15 filing, the Company is no longer
obligated to file periodic reports with the SEC.

                      About MPG Office Trust

MPG Office Trust, Inc., fka Maguire Properties Inc. --
http://www.mpgoffice.com/-- owns and operates Class A office
properties in the Los Angeles central business district and is
primarily focused on owning and operating high-quality office
properties in the Southern California market.  MPG Office Trust is
a full-service real estate company with substantial in-house
expertise and resources in property management, marketing,
leasing, acquisitions, development and financing.

For the year ended Dec. 31, 2012, the Company reported net income
of $396.11 million, as compared with net income of $98.22 million
on $234.96 million of total revenue during the prior year.  As of
June 30, 2013, the Company had $1.28 billion in total assets,
$1.71 billion in total liabilities and a $437.26 million
total deficit.

In its Form 10-K filing with the Securities and Exchange
Commission for the fiscal year ended Dec. 31, 2012, the Company
said it is working to address challenges to its liquidity
position, particularly debt maturities, leasing costs and capital
expenditures.  The Company said, "We do not currently have
committed sources of cash adequate to fund all of our potential
needs, including our 2013 debt maturities.  If we are unable to
raise additional capital or sell assets, we may face challenges in
repaying, extending or refinancing our existing debt on favorable
terms or at all, and we may be forced to give back assets to the
relevant mortgage lenders.  While we believe that access to future
sources of significant cash will be challenging, we believe that
we will have access to some of the liquidity sources identified
above and that those sources will be sufficient to meet our near-
term liquidity needs."

On March 11, 2013, the Company entered into an agreement to sell
US Bank Tower and the Westlawn off-site parking garage.  The
transaction is expected to close June 28, 2013, subject to
customary closing conditions.  The net proceeds from the
transaction are expected to be roughly $103 million, a portion of
which may potentially be used to make loan re-balancing payments
on the Company's upcoming 2013 debt maturities at KPMG Tower and
777 Tower.

Roughly $898 million of the company's debt matures in 2013.

"Our ability to access the capital markets to raise capital is
highly uncertain.  Our substantial indebtedness may prevent us
from being able to raise debt financing on acceptable terms or at
all.  We believe we are unlikely to be able to raise equity
capital in the capital markets," the Company said.

"Future sources of significant cash are essential to our liquidity
and financial position, and if we are unable to generate adequate
cash from these sources we will have liquidity-related problems
and will be exposed to material risks.  In addition, our inability
to secure adequate sources of liquidity could lead to our eventual
insolvency," the Company added.

As reported by the TCR on Oct. 21, 2013, Brookfield Office
Properties Inc., completed the acquisition of MPG Office Trust,
Inc.


MURRAY ENERGY: S&P Puts 'B' CCR on CreditWatch Negative
-------------------------------------------------------
Standard & Poor's Ratings Services said that it placed its
ratings, including its 'B' corporate credit rating, on Murray
Energy Corp. on CreditWatch with negative implications.  The
CreditWatch placement means S&P believes there is a 50% or greater
chance that it will revise the rating within the next 90 days.
The negative implications signify that S&P could affirm or lower
the ratings after it completes its review.

"In resolving the CreditWatch, we will evaluate how acquisition
financing as well as the assumption of legacy liabilities will
affect credit measures.  This will include an assessment of any
incremental profitability, including synergies, contributed by the
new assets.  We will also assess any effects of the new asset base
on the business risk profile and how it may influence the
company's strategy," said Standard & Poor's credit analyst Chiza
Vitta.


NATURAL PORK: Defends Exclusivity Extension Bid
-----------------------------------------------
Natural Pork Production II, LLP, submitted a Reply to the
Objection of the IC Committee ("ICC") and First National Bank of
Omaha ("FNBO") to the Debtor's Third Motion to Extend Exclusive
Period to File Disclosure Statement and Plan:

1) The Debtor's Motion shows good cause to extend the exclusive
period.

"In Paragraph 3 of the Objection, the Objectors assert "no good
cause" exists to grant the Motion because "All of the Debtor's
major assets have been sold (without significant objection)
and the sales closed."  Although technically a correct statement,
Debtor's "good cause" to extend the Exclusive Period is premised
on the fact that there are seven (7) pending adversary proceedings
in the case that seek resolution of several legal and factual
issues that are fundamental, if not critical, to the formulation
of a disclosure statement and plan.  Resolution of the four (4)
pending motions for summary judgment will go a long way to
determining several keystone issues necessary for formulating a
plan and disclosure statement: classification and treatment of the
Sub-Debt Claims vs. the alleged Dissociated Debt Claims and the
validity, if any, of the SIA.  The Court has scheduled a full day
hearing on the four summary judgment motions for Nov. 15, 2013.

"Notwithstanding the Debtor's success in liquidating a significant
portion of its operating assets, the Motion was not premised upon
"holding up the show"2 just because the Williamsburg and
Windthorst assets have not yet been liquidated.  The Debtor did
not base its cause for an extension of exclusivity on the ease or
difficulty of liquidating these assets; therefore, the Objectors'
premise is without merit.

"In Paragraph 4 of the Objection, the Objectors assert that they
are "creditors of the Debtor and make up a significant creditor
constituency."  Although the Debtor is prepared to concede that
FNBO and the ICC/SIA constituency have been scheduled by the
Debtor as holding contingent, disputed and unliquidated "claims",
if the Debtor is successful in the pending adversary proceedings,
these entities will be deemed to not have creditors' "claims", but
only equity "interests" in this bankruptcy estate.

Separately, the Debtor takes umbrage at the Objectors' statement
"the Debtor has had no discussions with the Objectors regarding a
plan of reorganization" as being disingenuous.  Counsel for the
Debtor, the ICC and FNBO have engaged in good faith settlement
discussions during the pendency of this case, which discussions
directly included classification and treatment of claims.
More importantly, this "red herring" has little bearing on the
Debtor's good cause for an extension of the exclusive period.

2) Judicial economy warrants resolution of the priority of claims
and SIA validity issues before submission of a plan and disclosure
statement.

3) Submission of a plan and disclosure statement before resolution
of the threshold issues of the priority of claims and the validity
of the SIA will undoubtedly be followed by an immediate, extensive
and acrimonious response, with litigation expenses likely to be in
the $100,000 range, if not more.

As reported in the TCR on Sept. 11, 2013, the Debtor requested,
for the third time, that the Court extend its exclusive period to
file a Chapter 11 Plan until Jan. 7, 2014.  According to the
Debtor, much of its attention and that of its counsel, during the
third 120 days of this case were devoted primarily to sale of the
properties held by the Debtor and three (3) of its wholly owned
subsidiaries.

According to the Debtor, "The Debtor continues to sell and
otherwise liquidate its remaining assets in an orderly manner."

"The Court is also aware that there are seven pending adversary
proceedings in the case that seek resolution of several legal and
factual issues that are fundamental, if not critical, to the
formulation of a disclosure statement and plan," the Debtor adds.
"Although the Debtor does not concede at this time these matters
must be resolved prior to its being able to prepare and submit a
disclosure statement and plan, it would be somewhat difficult to
propose same."

                        About Natural Pork

Hog raiser Natural Pork Production II, LLP, filed for Chapter 11
bankruptcy (Bankr. S.D. Iowa Case No. 12-02872) on Sept. 11,
2012, in Des Moines.  The Company formerly did business as Natural
Pork Production, LLC.  It does business as Crawfordsville, LLC,
Brayton, LLC, South Harlan, LLC, and North Harlan, LLC.  The
Debtor disclosed $31.9 million in asset and $27.9 million in
liabilities, including $7.49 million of secured debt in its
schedules.

Bankruptcy Judge Anita L. Shodeen oversees the case.  Donald F.
Neiman, Esq., and Jeffrey D. Goetz, Esq., at Bradshaw, Fowler,
Proctor & Fairgrave, P.C., in Des Moines, Iowa, represent the
Debtor as general reorganization counsel.  Attorneys at Davis,
Brown, Koehn, Shors & Roberts, P.C., in Des Moines, Iowa,
represent the Debtor as special litigation counsel.

Attorneys at Sugar, Felsenthal Grais & Hammer LLP, in Chicago,
represent the Official Committee of Unsecured Creditors.  Robert C
Gainer, Esq. at Cutler Law Firm, P.C., in West Des Moines, Iowa,
represent the Committee as associate counsel. Conway MacKenzie,
Inc., serves as its financial advisor.

Gary W. Koch, Esq., and Michael S. Dove, Esq., represent AgStar
Financial Services, ACA, and AgStar Financial Services, FLCA, as
counsel.

Michael P. Mallaney, Esq., at Hudson Mallaney Schindler &
Anderson, in West Des Moines, Iowa, represents the IC Committee as
counsel.


NAVISTAR INTERNATIONAL: Unit Closes $250MM Wholesale Funding Deal
-----------------------------------------------------------------
Navistar Financial Corporation, an affiliate of Navistar
International Corporation, has sold $250 million of wholesale
floor plan notes in a two-year 144-A securitized transaction to
support its dealer inventory funding.

This transaction originally launched at $200 million and NFC
increased it to $250 million based on strong demand.  It replaces
a $224 million deal from November 2011 that matures this month,
after which NFC will have $950 million in total wholesale funding
capacity.

"This transaction provides ongoing flexibility in funding
wholesale assets to help us support the sale of International(R)
trucks and IC BusTM brand buses through our industry-leading
dealer channel," said Walter Borst, Navistar executive vice
president and chief financial officer.

NFC provides financing programs and services tailored to support
Navistar's dealer and customer equipment financing needs.

"The quality of our portfolio and the strength of our dealer
network have earned the ongoing confidence and support of our
investors," said Bill McMenamin, president, NFC.  "We are pleased
with the very strong investor interest in this offering."

               To Join Gabelli and Baird Conferences

Troy A. Clarke, president and chief executive officer, and Walter
G. Borst, executive vice president and chief financial officer of
Navistar International Corporation, will discuss business matters
related to the Company during the 37th Annual Gabelli & Company
Automotive Aftermarket Symposium in Las Vegas on November 4th,
which is scheduled to begin at 2:30 p.m. Pacific (4:30 p.m.
Central).

Also, the Company announced that Troy A. Clarke, president and
chief executive officer, and Walter G. Borst, executive vice
president and chief financial officer, will discuss business
matters related to the Company during the Robert W. Baird 2013
Industrial Conference in Chicago on November 6th, which is
scheduled to begin at 9:30 a.m. Central.

Live audio web casts will be available for the presentations at
http://www.navistar.com/navistar/investors/webcasts. Investors
are advised to log on to the Web site at least 15 minutes prior to
the presentation to allow sufficient time for downloading any
necessary software.  The web cast will be available for replay at
the same address approximately three hours following its
conclusion, and will remain available for a period of 12 months or
such earlier time as the information is superseded or replaced by
more current information.

Additional information is available for free at:

                        http://is.gd/f7Y0Rj

                   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 Oct. 9, 2013, Standard & Poor's Ratings
Services lowered its long-term corporate credit rating on
Illinois-based truckmaker Navistar International Corp. (NAV) to
'CCC+' from 'B-'.  "The rating downgrades reflect our increased
skepticism regarding NAV's prospects for achieving the market
shares it needs for a successful business turnaround," said credit
analyst Sol Samson.

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.


NEOMEDIA TECHNOLOGIES: Incurs $26.2 Million Net Loss in Q3
----------------------------------------------------------
NeoMedia Technologies, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $26.20 million on $1.60 million of revenue for the
three months ended Sept. 30, 2013, as compared with net income of
$19.47 million on $680,000 of revenue for the same period during
the prior year.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss of $47.53 million on $3.87 million of revenue as compared
with a net loss of $21.94 million on $1.86 million of revenue for
the same period a year ago.

NeoMedia reported a net loss of $19.38 million in 2012 and a net
loss of $849,000 in 2011.

The Company's balance sheet at Sept. 30, 2013, showed
$5.62 million in total assets, $118.31 million in total
liabilities, all current, $4.81 million in series C convertible
preferred stock, $348,000 in series D convertible preferred stock,
and a $117.85 million total shareholders' deficit.

As of Sept. 30, 2013, the Company had $157,000 in cash and cash
equivalents, a decrease of $454,000, compared with $611,000 as of
Dec. 31, 2012.

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

                        http://is.gd/Jg98w7

                    About NeoMedia Technologies

Atlanta, Ga.-based NeoMedia Technologies provides mobile barcode
scanning solutions.  The Company's technology allows mobile
devices with cameras to read 1D and 2D barcodes and provide "one
click" access to mobile content.

After auditing the 2011 results, Kingery & Crouse, P.A, in Tampa,
FL, expressed substantial doubt about the Company's ability to
continue as a going concern.  The independent auditors noted that
the Company has suffered recurring losses from operations and has
ongoing requirements for additional capital investment.


PENN NAT'L: Unveils Results of Senior Notes Consent Solicitation
----------------------------------------------------------------
Penn National Gaming, Inc. on Oct. 29 announced the results of the
solicitation of consents in connection with its previously
announced tender offer and solicitation of consents for any and
all of its 8.75% Senior Subordinated Notes due 2019.

As part of the Tender Offer, Penn solicited consents for
amendments that would eliminate substantially all restrictive
covenants and certain events of default contained in the indenture
governing the Notes.  Penn announced on Oct. 29 that as of 5:00
p.m., New York City time, on October 28, 2013, it had received
validly delivered consents (not validly revoked before the
withdrawal deadline) from $292.68 million aggregate principal
amount of the Notes, which represents approximately 90.055% of the
$325.0 million aggregate principal amount of the Notes
outstanding.  Adoption of the Proposed Amendments required
consents from holders of a majority in aggregate principal amount
of the outstanding Notes.  Accordingly, Penn received the
requisite consents to execute a supplemental indenture to effect
the Proposed Amendments to the Indenture.

Penn and the trustee under the Indenture have entered into the
supplemental indenture to effect the Proposed Amendments, which
proposed amendments are effective as of Oct. 29 and will be
operative as of the date Penn accepts for purchase and payment,
and purchases and pays for, such $292.68 million aggregate
principal amount of Notes and related consents.  When the Proposed
Amendments become operative with respect to the Indenture, the
Proposed Amendments will be binding on all non-tendering holders
of the Notes.

The Tender Offer will expire at 5:00 p.m., New York City time, on
November 13, 2013, unless the Tender Offer is extended or earlier
terminated.

Penn reserves the right, but is under no obligation, on any day
following the Consent Payment Deadline and prior to the Expiration
Date, to accept for purchase any Notes validly tendered prior to
the Early Settlement Date (and not validly withdrawn at or prior
to the withdrawal deadline), subject to satisfaction or waiver of
the conditions to the Tender Offer.

This announcement is not an offer to purchase, a solicitation of
an offer to purchase or a solicitation of consents with respect to
any securities.

Requests for documents relating to the Tender Offer and consent
solicitation may be directed to i-Deal, LLC, the Information
Agent, toll-free at (888) 593-9546 or (212) 849-3880 (banks and
brokers).  J.P. Morgan and BofA Merrill Lynch are acting as Dealer
Managers for the Tender Offer and Solicitation Agents for the
consent solicitation. Questions regarding the Tender Offer may be
directed to J.P. Morgan, toll-free at (800) 245-8812, or BofA
Merrill Lynch, toll-free at (888) 292-0070.

                    About Penn National Gaming

Penn National Gaming owns, operates or has ownership interests in
gaming and racing facilities with a focus on slot machine
entertainment.  The Company presently operates twenty-eight
facilities in eighteen jurisdictions, including Florida, Illinois,
Indiana, Iowa, Kansas, Louisiana, Maine, Maryland, Mississippi,
Missouri, Nevada, New Jersey, New Mexico, Ohio, Pennsylvania,
Texas, West Virginia, and Ontario.  At September 30, 2013, in
aggregate, Penn National's operated facilities featured
approximately 33,000 gaming machines, 800 table games, 2,900 hotel
rooms and 9.0 million of property square footage.


PETTERS COMPANY: 3rd Memorandum Entered in Trustee's Litigation
---------------------------------------------------------------
Petters Company, Inc., et al, notified the U.S. Bankruptcy Court
for the District of Minnesota of a third memorandum of general
rulings to be entered, as the basis for the disposition of pending
motions for dismissal in a docket of adversary proceedings in the
cases.

The litigation was commenced to redress the failure of a massive
Ponzi scheme conducted by Thomas J. Petters -- the largest case of
investor fraud in Minnesota history and one of the largest in
United States history.

The Debtors in these cases were all entities in Tom Petters'
enterprise structure.  The plaintiff is Douglas A. Kelley, as
Chapter 11 trustee for the Debtors' bankruptcy estates.  He
commenced the litigation to avoid a large number of prepetition
transfers of funds by the Debtors, and to recover money judgments
to effectuate the avoidance.  His last complaint was filed on
Oct. 10, 2010, one day before the second anniversary of the
commencement of the lead case in this group, that of Petters
Company, Inc.  At that time, the adversary proceedings totaled
over 200 in number.

The majority of the defendants elected to file motions for
dismissal in lieu of answers.  This resulted in a massive number
of contests for adjudication.  To cope with that, a consolidated
issues procedure was adopted by order, to coordinate the
presentation of issues that were common to the theories for
dismissal raised across the range of the motions made by the
defense.  The plan was to issue general rulings, where such common
issues went to the adequacy of the trustee's pleading or the
ascertainment of the substantive law that would be applied when
there was no extant governing precedent.

The Third Memorandum sets forth rulings on the balance of the
common issues presented via that procedure.  Fewer of the issues
at bar were formally raised by as many defendants as those in the
first two sets.  But, all of them are substantial.

A copy of the memorandum is available for free at:

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

                    About Petters Company, Inc.

Based in Minnetonka, Minn., Petters Group Worldwide LLC is a
collection of some 20 companies, most of which make and market
consumer products.  It also works with existing brands through
licensing agreements to further extend those brands into new
product lines and markets.  Holdings include Fingerhut (consumer
products via its catalog and Web site), SoniqCast (maker of
portable, WiFi MP3 devices), leading instant film and camera
company Polaroid (purchased for $426 million in 2005), Sun Country
Airlines (acquired in 2006), and Enable Holdings (online
marketplace and auction for consumers and manufacturers' overstock
inventory).  Founder and chairman Tom Petters formed the company
in 1988.

Petters Company, Inc., is the financing and capital-raising unit
of Petters Group Worldwide.

Thomas Petters, the founder and former CEO of Petters Group, has
been indicted and a criminal proceeding against him is proceeding
in the U.S. District Court for the District of Minnesota.

Petters Company, Petters Group Worldwide and eight other
affiliates filed separate petitions for Chapter 11 protection
(Bankr. D. Minn. Lead Case No. 08-45257) on Oct. 11, 2008.  In its
petition, Petters Company estimated its debts at $500 million and
$1 billion.  Parent Petters Group Worldwide estimated its debts at
not more than $50,000.

Fruth, Jamison & Elsass, PLLC, represents Douglas Kelley, the duly
appointed Chapter 11 Trustee of Petters Company, Inc., et al.  The
trustee tapped Haynes and Boone, LLP as special counsel, and
Martin J. McKinley as his financial advisor.

Petters Aviation, LLC, and affiliates MN Airlines, LLC, doing
business as Sun Country Airlines, Inc., and MN Airline Holdings,
Inc., filed separate petitions for Chapter 11 bankruptcy
protection (Bankr. D. Minn. Case Nos. 08-45136, 08-35197 and
08-35198) on Oct. 6, 2008.  Petters Aviation is a wholly owned
unit of Thomas Petters Inc. and owner of MN Airline Holdings, Sun
Country's parent company.


PHOENIX DEVELOPMENT: Case Dismissal Hearing Continued to Dec. 19
----------------------------------------------------------------
The Bankruptcy Court continued until Dec. 19, 2013, at 9:30 a.m.,
the hearing to consider (i) Phoenix Development and Land
Investment LLC's motion to voluntarily dismiss case; (ii) Phoenix
Development and Land Investment LLC's motion to convert case to
one under Chapter 7 of the Bankruptcy Code.

At the hearing, the Court will also consider the response to the
oppositions filed by creditor SCBT N.A., dba CBT, a Division of
SCBT, and the Debtor.

As reported in the Troubled Company Reporter on Sept. 5, 2013, the
Debtor asked the Court not to convert its Chapter 11 case to a
case under Chapter 7 of the Bankruptcy Code.  The Debtor asserts
there are no funds in the bankruptcy estate to pay legal fees.

As previously reported by the TCR on Aug. 14, 2013, SCBT N.A., dba
CBT, a Division of SCBT, sought conversion of the Debtor's case
stating the Debtor has no way to reorganize.  According to SCBT,
converting the case to Chapter 7 would provide for a bankruptcy
trustee that could litigate the claims and, assuming any
recoveries, distribute them to creditors.

In response to the Motion to Convert, the Debtor asserts that SCBT
lacks standing in the case and it does not owe any debt to SCBT.

The Debtor says none of the creditors with undisputed allowed
claims are objecting to dismissal or supporting conversion.

Moreover, a litigation is currently pending in a state court
involving the Board of Regents.  There is a pending Motion for
Summary Judgment filed by the Board of Regents against the Debtor.
The Debtor maintains that conversion to Chapter 7 would most
likely result in summary judgment on its claim against the Board
of Regents.

                     About Phoenix Development

Phoenix Development and Land Investment, LLC, filed a Chapter 11
bankruptcy petition (Bankr. M.D. Ga. Case No. 13-30596) in Athens,
Georgia, on May 6, 2013.  The Watkinsville, Georgia-based company
disclosed total assets of $31.7 million and liabilities of
$4.31 million in its schedules.  The petition was signed by Conway
Broun as manager.  Ernest V. Harris, Esq., at Harris & Liken, LLP,
serves as the Debtor's counsel.

Byron C. Starcher, Esq., at Nelson, Mullins, Riley & Scarborough,
LLP, represents SCB&T, N.A., as counsel.

The Debtor owns a 45-acre property on Milledge Avenue and
Whitehall Road, in Athens, valued at $5.5 million and pledged as
collateral to a $4 million debt to SCB&T, NA.  The Debtor's
declared assets include at least $22 million in claims against
insurance companies and the Board of Regents of Georgia.


PITTSBURGH GLASS: Moody's Rates New $360MM Secured Notes 'B3'
-------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Pittsburgh Glass
Works, LLC's (PGW) $360 million offering of new senior secured
notes. The net proceeds from the note offering will be used to
refinance the company's existing senior secured notes, pay down
certain amounts under the asset based revolving credit facility,
and pay related fees and expenses. In a related action Moody's
affirmed PGW's Corporate Family and Probability of Default
Ratings, at B3 and B3-PD, respectively. The rating outlook is
stable.

Ratings assigned :

  $360 million senior secured notes due 2018, at B3 (LGD4, 57%)

Ratings affirmed :

  Corporate Family Rating, at B3;

  Probability of Default, at B3-PD;

  $325 million senior secured note due 2016, at B3 (LGD4, 58%).

This rating will be withdrawn upon the repayment of the notes.

Ratings Rationale:

PGW's B3 Corporate Family Rating reflects the company's weak
credit metrics and modest revenue base. These attributes are
balanced by the company's leadership position in the automotive
glass industry and progress the company has made toward improving
operating performance in certain of its domestic and foreign
facilities. PGWs' Debt/EBITDA for the LTM period ending June 30,
2013 was approximately 6.0x (including Moody's standard
adjustments) and EBITA/Interest approximated 1x. These metrics are
expected to improve as start up costs related to the Poland
facility fall off over the near-term and as production volumes
increase. The facility's operating performance also is expected to
be supported by improving European automotive conditions in 2014.
In addition, management indicates that revenues in the insurance
and service (I&S) segment will be supported by growth with
existing customer and sales growth in adjacent automotive glass
markets. However, Moody's believes that weak aftermarket demand
will continue to pressure market growth in the automotive
replacement glass (ARG) segment.

The stable outlook continues to reflect Moody's expectation that
growth in PGW's OEM segment (about 64% revenues) will be supported
positive regional automotive demand trends in North America over
the intermediate-term.

PGW is anticipated to have an adequate liquidity profile over the
near-term supported by availability under the $180 million asset
based revolving credit facility. Moody's expects that diminishing
start-up costs at the company's Poland facility should lead to
break even cash flow generation over the near-term. PGW also
maintains modest cash balances to supports operations which should
remain unchanged over the near-term. Concurrent with the
refinancing transaction, PGW also is negotiating an amendment to
its revolving credit facility to extend the maturity to 2018 from
2016. The revolving credit facility is anticipated to remain
largely available over the next twelve months subject to borrowing
base limitations. The proposed senior secured notes, consistent
with the existing notes, are not expected to have financial
maintenance covenants. Financial covenants under the amended asset
based revolving credit facility are also expected to be consistent
with the existing facility including a springing fixed charge
coverage test of 1.0x when availability falls below certain
levels. Alternative liquidity is limited as essentially all the
company's domestic assets secure the revolving credit and senior
secured notes.

Future events that have the potential to drive PGW's outlook or
ratings higher include: improvement in operating performance which
results in Debt/EBITDA approaching 4.5x, and EBIT/Interest
consistently above 1.5x, combined with positive free cash flow
generation.

Future events that have the potential to drive PGW's outlook or
ratings lower include: reduced automotive demand which inhibits
the company's ability to improve profit margins; additional
customer or market share losses in any of the company's segments,
disruptions in the company's operations resulting from planned
manufacturing expansions; or a deterioration in liquidity.
Consideration for a lower rating could arise if any combination of
these factors results in Debt/EBITDA approaching 6.5x, or
EBIT/interest coverage maintained below 1.0x.

PGW manufactures, fabricates and delivers glass products and
solutions to automotive OEMs directly or through third party
suppliers; manufactures replacement auto glass and distributes
related sundries to the glass replacement aftermarket; and
provides a suite of software and services that manages the auto
glass insurance claims process, inventory and work flow for glass
retailers. PGW is primarily owned by affiliates of Kohlberg and
Company and PPG Industries.


PONCE DE LEON: Trans Indies Approved as Real Estate Broker
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Puerto Rico
authorized Ponce De Leon 1043, Inc., to employ Trans Indies
Realty & Investment Corporation, as its real estate broker, and
act as exclusive Sales and/or Leasing Agent of its commercial
space located at Metro Plaza Building, at the intersection of
Ponce de Leon Avenue and Villamil Street, San Juan, Puerto Rico.

As reported in the Troubled Company Reporter on Sept. 24, 2013,
the firm will:

  * offer the property for sale in accordance with established
    practices;

  * assist the Debtors in any negotiations for the sale/leasing
    of the property;

  * advertise and offer the property at its own expense;

  * perform all duties of a real estate broker with respect to
    the property; and

  * provide the Debtor with information concerning the person
    and/or entities to which the Broker has offered the property.

In case of the sale of the property, TIRI will receive a
commission fee of five percent of the sale amount payable upon the
execution of the corresponding deed of sale.

In case of a lease, TIRI will receive a commission equal to the
amount of one month's rent for the first year lease and one half
of one month for the additional year of lease.

In case of renewal of lease agreement, TIRI will receive a
commission fee of one half of one month's rent for each year of
lease.

If a deposit is forfeited, TIRI will receive one half of the total
amount deposited as liquidated damages.

If within six months after the expiration of the contract, the
property be rented to a client that has seen it through the
efforts of TIRI, TIRI will receive the commission at the time that
the lease agreement is signed.

The firm's Adalgisa Gambedotti Carrasquillo assures the Court that
TIRI is a "disinterested person" and does not hold or represent an
interest adverse to the estate.

                        About Ponce De Leon

San Juan, P.R.-based Ponce De Leon 1403, Inc., developed,
constructed, and operates the Metro Plaza Tower condominium and
commercial property project in Santurce, Puerto Rico.  The Metro
Plaza Tower project consists of two 15-story towers atop a base
structure that serves as a parking garage, common area, and retail
space.  Each tower houses 87 residential units.  The base
structure provides approximately 567 parking spaces and has
approximately 14,000 square feet of commercial space available for
lease.  The common areas of the project include a swimming pool, a
gym, gardens and a gazebo.

Ponce De Leon 1403 Inc. filed for Chapter 11 protection (Bank. D.
P.R. Case No. 11-07920) on Sept. 19, 2011.  The Debtor estimated
both assets and debts of between US$10 million and US$50 million.

Carmen Conde Torres, Esq., and Luisa S. Valle Castro, at C. Conde
& Assoc., in Old San Juan, Puerto Rico, represent the Debtor as
counsel.


PRM FAMILY: Court Sets Dec. 3 Hearing on Disclosure Statement
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona will convene
a hearing on Dec. 3, 2013, at 1:30 p.m. to consider the adequacy
of the Disclosure Statement describing the Chapter 11 Plan of PRM
Family Holding Company, L.L.C.

As reported on the Sept. 30, 2013 edition of The Troubled Company
Reporter, the Disclosure Statement says the Debtor will continue
the operation of a long-standing business, which currently employs
approximately 2,300 people. Continuing the business will allow the
Debtors to repay creditors and maintain trading relationships with
long-term trade vendors.

                        About PRM Family

PRM Family Holding Company, L.L.C., operator of 11 Pro's Ranch
Markets grocery stores in Arizona and Texas and New Mexico,
sought Chapter 11 protection (Bankr. D. Ariz. Case No. 13-09026)
on May 28, 2013.

As of the bankruptcy filing, PRM Family Holding operates seven
grocery stores in Phoenix, two in El Paso, Texas, and two in New
Mexico.  Its corporate office is in California and it has
warehouses and distribution facilities in California and Phoenix.
Its Pro's Ranch Markets feature produce, baked goods, and other
general grocery items with a Hispanic flair and theme.  The
company has more than 2,200 employees.

PRM Family blamed its woes on, among other things, the adverse
effect of the perception in Arizona towards immigrants including
the passage of SB 1070 and an immigration audit to which no other
competitor was subjected.  It also blamed a decline in the U.S.
economy and an increase competition from other grocery store
chains.

Bank of America, the secured lender, declared a default in
February 2013.

PRM Family estimated liabilities in excess of $10 million.

Judge Sarah Sharer Curley oversees the case.  Michael McGrath,
Esq., Scott H. Gan, Esq., Frederick J. Petersen, Esq., Kasey C.
Nye, Esq., David J. Hindman, Esq., and Isaac D. Rothschild, Esq.,
at Mesch, Clark & Rothschild, P.C., serve as the Debtor's counsel.

HG Capital Partners' Jim Ameduri serves as financial advisor.

Attorneys at Freeborn & Peters LLP, in Chicago, Ill., represent
the Official Committee of Unsecured Creditors as lead counsel.
Attorneys at Schian Walker, P.L.C., in Phoenix, Arizona, represent
the Committee as local counsel.  O'Keefe & Associates Consulting,
LLC, serves as financial advisor to the Committee.

Robert J. Miller, Esq., Bryce A. Suzuki, Esq., and Justin A.
Sabin, Esq., at Bryan Cave LLP, in Phoenix, serve as counsel for
Bank of America, N.A., as administrative agent and a lender under
an amended and restated credit agreement dated July 1, 2011.


QUANTUM FUEL: Iroquois, et al., to Sell 477,598 Common Shares
-------------------------------------------------------------
Quantum Fuel Systems Technologies Worldwide, Inc., registered with
the U.S. Securities and Exchange Commission 477,598 shares of
common stock for resale by Iroquois Master Fund Ltd, Hudson Bay
Master Fund Ltd., Cranshire Capital Master Fund, Ltd., et al.

Of this amount, 416,348 shares are issuable upon exercise of "A"
warrants that were sold by the Company in a private placement that
the Company completed on Oct. 27, 2006, and 61,250 are issuable
upon exercise of warrants sold by the Company in a private
placement transaction that the Company completed on Jan. 24, 2013.

The Company is not selling any shares of common stock in this
offering and, therefore, will not receive any proceeds from this
offering.  If any of the warrants are exercised, the Company will
receive the exercise price of the warrants.  The Company will bear
all of the expenses and fees incurred in registering the shares
offered by this prospectus.

The Company's common stock is quoted on The Nasdaq Capital Market
under the symbol "QTWW."  The last reported sale price of the
Company's common stock on Oct. 25, 2013, was $6.49 per share.

A copy of the Form S-3 is available for free at:

                       http://is.gd/Mc8o8Q

                         About Quantum Fuel

Lake Forest, Cal.-based Quantum Fuel Systems Technologies
Worldwide, Inc. (Nasdaq: QTWW) develops and produces advanced
vehicle propulsion systems, fuel storage technologies, and
alternative fuel vehicles.  Quantum's portfolio of technologies
includes electronic and software controls, hybrid electric drive
systems, natural gas and hydrogen storage and metering systems and
other alternative fuel technologies and solutions that enable fuel
efficient, low emission, natural gas, hybrid, plug-in hybrid
electric and fuel cell vehicles.

Quantum Fuel disclosed a net loss attributable to stockholders of
$30.91 million in 2012 and a net loss attributable to common
stockholders of $38.49 million in 2011.  The Company's balance
sheet at March 31, 2013, showed $58.40 million in total assets,
$49.77 million in total liabilities and $8.62 million in total
stockholders' equity.

Haskell & White LLP, in Irvine, California, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company does not have sufficient existing sources of
liquidity to operate its business and service its debt obligations
for a period of at least twelve months.  These conditions, along
with the Company's working capital deficit and recurring operating
losses, raise substantial doubt about the Company's ability to
continue as a going concern.


ROBERTS HOTELS: Court Dismisses Chapter 11 Cases
------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Missouri
dismissed the Chapter 11 cases of Roberts Hotels Houston, LLC, et
al.

As reported in the Troubled Company Reporter on Aug. 29, 2013,
Bank of America, N.A., requested for the dismissal of the Debtors'
cases.

In 2007, BofA made loans totaling $43 million to the six
affiliated borrowers so that the borrowers could each purchase a
hotel.  The hotels were located in Houston, Dallas, Atlanta,
Tampa, Shreveport, and Spartanburg.  BofA took mortgage liens on
each of the hotels to secure the outstanding loan.

On various dates in 2012, each of the six affiliated borrowers
filed for Chapter 11 protection. In particular, the entities
that owned the hotels in Dallas, Atlanta, and Tampa filed their
respective cases as:

     Hotel Filing                   Date            Case Number
     ------------                   ----            -----------
Roberts Hotels of Tampa, LLC      May 7, 2012    Case No. 12-44391
Roberts Hotels of Atlanta, LLC    May 9, 2013    Case No. 12-44493
Roberts Hotels of Dallas, LLC     May 23, 2012   Case No. 12-45017

On June 6, 2012, the Bankruptcy Court entered an Order Granting a
Motion for Joint Administration of all six cases.

On April 4, 2013, the Court entered its Order Authorizing Sale of
the Tampa Hotel Free and Clear of All Interests with Interest to
Attach to the Sale Proceeds.  The sale of the Tampa hotel closed
on April 25.

On April 4, 2013, the Court entered its Order Authorizing Sale of
the Atlanta Hotel Free and Clear of All Interests with Interest to
Attach to the Sale Proceeds.  The sale of the Atlanta hotel closed
that same month.

On February 1, 2013, the Court entered its Order Authorizing Sale
of the Dallas Hotel Free and Clear of All Interests with Interest
to Attach to the Sale Proceeds. The sale of the Dallas hotel
closed on March 18.

According to BofA, cause exists to dismiss each of the Dallas
Case, the Atlanta Case, and the Tampa Case because all assets of
those respective estates have been sold and the proceeds paid to
BofA, which held a first priority lien on all of the estate's
assets.  There is no prospect of any distributions being made to
creditors other than BofA as the bank also holds a lien on
avoidance actions to secure the DIP loans made earlier in these
cases, which loans remain outstanding.

BofA said the Order dismissing the three cases should specifically
provide that all Orders, Judgments, and Decrees entered in
connection with such cases prior to the dismissal should be
unaffected by the dismissal of the cases.

                     About Roberts Hotels

Hotel portfolios owned by St. Louis, Mo.-based Roberts Cos. have
filed separate Chapter 11 bankruptcy petitions.  The hotels are
among those involved in a lawsuit Bank of America filed against
Roberts Cos. in April 2012.  BofA alleges Roberts Cos. defaulted
on a loan to renovate six hotels it owns outside of Missouri and
owes more than $34 million.  The hotels are located in Tampa,
Atlanta, Dallas, Houston, Shreveport, La., and Spartanburg, S.C.

Roberts Hotels Dallas LLC, which operates as a Courtyard by
Marriott at 2383 Stemmons Trail in Dallas, filed for Chapter 11
bankruptcy (Bankr. E.D. Mo. Case No. 12-45017) on May 23, 2012,
estimating $1 million to $10 million in assets, and $10 million to
$50 million in debts.

Roberts Hotels Atlanta LLC, dba Clarion Hotel Atlanta, filed for
Chapter 11 (Bankr. E.D. Mo. Case No. 12-44493) on May 9, 2012,
estimating $1 million to $10 million in assets, and $10 million to
$50 million in debts.

Roberts Hotels Shreveport LLC, also under the Clarion flag, sought
Chapter 11 bankruptcy protection (Bankr. E.D. Mo. Case No. 12-
44495) on May 9, estimating under $10 million in assets and
between $10 million and $50 million in debts.

Roberts Hotels Spartanburg LLC, which owns the Clarion Hotel,
formerly named Radisson Hotel & Suites Spartanburg, filed a
Chapter 11 petition (Bankr. E.D. Mo. Case No. 12-43756) on April
19, 2012.  It scheduled $3,028,820 in assets and $34,775,209 in
debts.

Roberts Hotels Houston LLC, dba Holiday Inn Houston, filed for
Chapter 11 (Bankr. E.D. Mo. Case No. 12-43590) on April 16, 2012,
listing under $50,000 in assets and up to $50 million in debts.

Roberts Hotels Tampa LLC, which owns the Comfort Inn hotel at 820
East Busch Blvd. in Tampa, filed for Chapter 11 Bankr. E.D. Mo.
Case No. 12-44391) on May 7, estimating assets between $1 million
and $10 million and debts between $10 million and $50 million.

A. Thomas DeWoskin, Esq., at Danna McKitrick, PC, serves as the
Debtors' counsel.  The petitions were signed by Mike Kirtley,
chief operating officer.

On Dec. 15, 2011, Roberts Hotels Jackson LLC, which owns Roberts
Walthall Hotel, filed for Chapter 11 protection (Bankr. S.D. Miss.
Case No. 11-04341), estimating both assets and debts of between
$1 million and $10 million.  John D. Moore, P.A., represents the
Debtor.

The cases are jointly administered.


ROUTE 73 EXPRESS: Case Summary & 11 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Route 73 Express Car Wash, LLC
        17 Lexington Circle
        Marlton, NJ 08053

Case No.: 13-33602

Chapter 11 Petition Date: October 29, 2013

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

Judge: Hon. Judith H. Wizmur

Debtor's Counsel: Ira Deiches, Esq.
                  DEICHES & FERSCHMANN
                  25 Wilkins Ave.
                  Haddonfield, NJ 08033
                  Tel: (856) 428-9696
                  Fax: (856) 795-6983
                  Email: ideiches@deicheslaw.com

Total Assets: $1.62 million

Total Liabilities: $3.23 million

The petition was signed by Jason Kolinsky, managing member.

A list of the Debtor's 11 largest unsecured creditors is available
for free at http://bankrupt.com/misc/njb13-33602.pdf


SAN BERNARDINO, CA: 9 Members Named to Retired Employees Panel
--------------------------------------------------------------
Peter C. Anderson, the United States Trustee for Region 16,
appointed nine members to the Official Committee of Retired
Employees in the Chapter 11 cases of San Bernardino, California.

The Committee members are:

      1. Michael Billdt
         E-mail: mbilldt@verizon.net

      2. Jeffrey L. Breiten
         E-mail: breitenj@msn.com

     3. Aaliyah K. Harkley
        E-mail: roscoe111@verizon.net

     4. Steve M. Klettenberg
        E-mail: smkberg@roadrunner.com

     5. John A. Kramer
        E-mail: skinsguy@verizon.net

     6. Dennis Moon
        E-mail: dennismoon@verizon.net

     7. Barbara S. Pachon
        E-mail: pachrry@netscape.net

     8. Robert L. Simmons
        E-mail: rlsimmons@riversidelegalaid.org

     9. Vickie Walker
        E-mail: bettebit@msn.com

                 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.


SANMINA CORP: S&P Raises CCR to 'BB-'; Outlook Stable
-----------------------------------------------------
Standard & Poor's Ratings Services said it raised its corporate
credit rating on San Jose, Calif.-based Sanmina Corp. to 'BB-'
from 'B+'.  The outlook is stable.

S&P also raised the senior unsecured debt rating to 'B+' from 'B'.
The recovery rating on the company's senior unsecured notes
remains unchanged at '5', indicating a modest (10% to 30%)
expectation of recovery in the event of a payment default.

"The upgrade reflects our expectation that Sanmina will stabilize
revenues over the next 12 months which, combined with recent debt
reductions, will enable the company to maintain leverage below
3x," said Standard & Poor's credit analyst Martha Toll-Reed.

The rating on Sanmina Corp. reflects S&P's revision of the
company's financial risk profile to "significant" from
"aggressive" (as defined by S&P's criteria), reflecting material
debt reductions over the past six quarters, stabilized EBITDA
levels, and improved debt protection metrics.  S&P views the
company's business risk profile as "weak," reflecting highly
competitive industry conditions, limited revenue visibility,
moderate concentration of customer sales, and its relatively small
scale in the global EMS market.

S&P's stable rating outlook reflects its expectation that Sanmina
will stabilize revenues in fiscal 2014, maintain consistent
profitability, and generate cash flow from operations in excess of
$200 million annually.

Sanmina's relatively small scale in the global EMS industry and
its lack of revenue growth currently constrain the potential for
higher ratings.  S&P could lower the rating if material operating
performance deterioration, or the company's adoption of a more
aggressive financial policy, result in negative discretionary cash
flow or leverage in the high 3x area on a sustained basis.


SEARS HOLDINGS: Q3 Performance No Effect on Moody's 'B3' CFR
------------------------------------------------------------
Moody's Investors Service stated that Sears Holdings' announcement
concerning its third quarter operating performance, and its
initiatives related to its Lands' End and Sears Auto Center
businesses as well as certain Canadian store leases, has no
immediate impact on the company's B3 Corporate Family Rating or
its stable rating outlook.

From an operating performance perspective Sears' announcement that
it anticipates a widening loss in its third fiscal quarter is a
credit negative. Sears expects EBITDA (as defined by the company)
to be in a range of negative $250 to negative $300 million, which
compares to negative $156 million in the prior year third quarter.
The company's sales trends also weakened, with domestic comparable
stores declining 3.7% in the 12-week period ending October 26,
2013, an acceleration of the negative trend seen in the company's
second-quarter 2013 results (ending August 3, 2013) when its
domestic comparable store sales declined 1.5%. While this
weakening performance has no current impact on Sears Holdings B3
Corporate Family Rating or its stable outlook, Moody's has stated
that an inability to demonstrate at least stable earnings in the
second half of 2013 would be a negative. While the fourth quarter
is typically Sears' most profitable quarter, the weak performance
in Q3 is a negative for the company and may not bode well for it
as it enters the holiday season.

Sears Holdings Corporation is the parent company of Kmart
Corporation and Sears, Roebuck and Co. The company also owns a 51%
stake in Sears Canada. LTM revenues are approximately $38 billion.
As of August 3, 2013 the company operated over 2,000 Sears and
Kmart Stores in the United Sates and, through its 51% owned
consolidated subsidiary Sears Canada, 461 full line stores in
Canada.


SHAMROCK-HOSTMARK: Hearing on Plan Outline Continued to Nov. 13
---------------------------------------------------------------
The Bankruptcy Court continued until Nov. 13, 2013, at 10:00 a.m.,
the hearing to consider the adequacy of the information in the
Disclosure Statement explaining Shamrock-Hostmark Princeton Hotel,
LLC's Chapter 11 Plan.

As reported in the Troubled Company Reporter on May 1, 2013,
according to the Disclosure Statement, the Debtors intend to
emerge from bankruptcy by restructuring their debts and ownership
through an equity commitment from the venture.  The Debtors'
interests and properties will vest 100 percent in the Venture,
which will be comprised of equity investor HCK2 Capital Ventures,
LLC and Shamrock-Hostmark Hotel Fund, L.P. and which will repay
lender's secured claims over seven years pursuant to modified loan
terms.  Payments to creditors will be funded from the equity
contribution.

In another docket entry, the Court continued until Nov. 13, 2013,
at 10:00 a.m., the hearing to determine the value of claim secured
by a lien.

                      About Shamrock-Hostmark

Schaumburg, Ill.-based Shamrock-Hostmark Princeton Hotel,
LLC, filed for Chapter 11 protection (Bank. N.D. Ill. Case No.
12-25860) on June 27, 2012.  William Gingrich signed the petition
as vice president-CFO, of Hostmark Hospitality Group.  Shamrock-
Hostmark Princeton Hotel disclosed $522,413 in assets and
$15,457,812 in liabilities as of the Chapter 11 filing.  Judge
Jacqueline P. Cox presides over the case.

Shamrock-Hostmark Andover and four affiliates are units of
investment fund Shamrock-Hostmark Hotel Fund that own hotels.
Shamrock-Hostmark Princeton owns the DoubleTree by Hilton Hotel
Princeton located in Princeton, New Jersey.  Shamrock-Hostmark
Texas owns Crowne Plaza Hotel in San Antonio, Texas.  Shamrock-
Hostmark Palm owns Embassy Suites Palm Desert in Palm Desert,
Calif.  Shamrock-Hostmark Andover owns the Wyndham Boston Andover
in Andover, Mass.  Shamrock-Hostmark Tampa owns the DoubleTree by
Hilton Hotel Tampa Airport - Westshore in Tampa, Florida.

Brian A. Audette, Esq., David J. Gold, Esq., David M. Neff, Esq.,
and Eric E. Walker, Esq., at Perkins Coie LLP, in Chicago,
Illinois, represent the Debtor as counsel.


STOCKTON, CA: Files Chapter 9 Plan for Adjustment of Debts
----------------------------------------------------------
The City of Stockton, California filed with the U.S. Bankruptcy
Court for the Eastern District of California on Oct. 10, 2013, a
draft disclosure statement with respect to the City's proposed
Chapter 9 Plan for the Adjustment of Debts, as filed on Oct. 10,
2013.

The hearing to consider the adequacy of the disclosure statement
with respect to the Plan will be held on Nov. 18, 2013, at 1:00
p.m.

Holders of general unsecured claims -- which holders include, but
are not limited to, bondholders for any shortfall in the payment
by the City of certain bond issuances, the Retiree Health Benefit
Claimants, and the holders of Leave Buyout Claim -- will be paid a
percentage of their claims equal to the Unsecured Claim Payout
Percentage (unless the amount of the Retiree Health Benefit Claims
changes, that percentage will be $5,100,000/$545,000,000 =
0.93578%) or such other amount as is determined by the Bankruptcy
Court before confirmation of the Plan to constitute a pro-rata
payment on such other general unsecured claims.  That is all the
City can afford to pay and still maintain even a bare minimum
level of City services.

The Plan does not alter the obligations of those City funds that
are restricted by grants, by federal law, or by California law;
pursuant to the Tenth Amendment to the United States Constitution
and the provisions of the Bankruptcy Code that implement the Tenth
Amendment, such funds cannot be impacted in the Chapter 9 Case.
Thus, securities payable solely from restricted funds are not
altered by the Plan.

The Plan will enable the City to pay its future bills, including
the reduced compensation payable to its employees, and including
its obligations to the California Public Employees' Retirement
System ("CalPERS"), which will fund pension contributions for its
current and former employees.  The maintenance of pensions is
critical to the City in order to retain employees -- particularly
police officers -- rather than losing them to other local
governments, all of which have defined benefit pension plans
similar in benefit structure to CalPERS, and the overwhelming
majority of which have pension plans administered by CalPERS.

The Plan is premised on the passage on Nov, 5, 2013, of Measure A,
which will impose a 3/4 cent sales tax increase.  Should Measure A
fail, the projections attached to this Disclosure Statement, upon
which the Plan is premised, will not be achievable.  Not only will
the City be unable to fund the Plan, but it will be unable to pay
its current operating costs.  The result will be further and
significant staff and service reductions, ultimately to be decided
by the City Council.  However, in order to protect police
services, the magnitude of necessary cuts could be along the lines
of shutting down the City library system, elimination of
recreation programs, closing all community centers, and an
additional 14% cut to the fire department budget, which will
likely mean station closures.  In addition, the City will likely
be unable to consummate the proposed settlements with Ambac,
Assured Guaranty, and NPFG.

The City believes that the Plan provides the greatest and earliest
possible recoveries to holders of claims while preserving
necessary City services and operations.  The City thus believes
that acceptance of the Plan is in the best interests of creditors
and parties in interest, as well as in the best interests of the
City's residents and businesses, and that any alternative debt
adjustment or restructuring would result in additional delay,
uncertainty, expense, litigation, and, ultimately, smaller or no
distributions to creditors.

A copy of the draft Disclosure Statement is available at:

      http://bankrupt.com/misc/cityofstockton,ca.doc1134.pdf

                       About Stockton, Calif.

The City of Stockton, California, filed a Chapter 9 petition
(Bankr. E.D. Cal. Case No. 12-32118) in Sacramento on June 28,
2012, becoming the largest city to seek creditor protection in
U.S. history.  The city was forced to file for bankruptcy after
talks with bondholders and labor unions failed.  Stockton
estimated more than $1 billion in assets and in excess of
$500 million in liabilities.

The city, with a population of about 300,000, identified the
California Public Employees Retirement System as the largest
unsecured creditor with a claim of $147.5 million for unfunded
pension costs.  In second place is Wells Fargo Bank NA as trustee
for $124.3 million in pension obligation bonds.  The list of
largest creditors includes $119.2 million owing on four other
series of bonds.

The city is being represented by Marc A. Levinson, Esq., and John
W. Killeen, Esq., at Orrick, Herrington & Sutcliffe LLP.  The
petition was signed by Robert Deis, city manager.

Mr. Levinson also represented the city of Vallejo, Cal. in its
2008 bankruptcy.  Vallejo filed for protection under Chapter 9
(Bankr. E.D. Cal. Case No. 08-26813) on May 23, 2008, estimating
$500 million to $1 billion in assets and $100 million to $500
million in debts in its petition.  In August 2011, Vallejo was
given green light to exit the municipal reorganization.   The
Vallejo Chapter 9 plan restructures $50 million of publicly held
debt secured by leases on public buildings.  Although the Plan
doesn't affect pensions, it adjusts the claims and benefits of
current and former city employees.  Bankruptcy Judge Michael
McManus released Vallejo from bankruptcy on Nov. 1, 2011.

The bankruptcy judge on April 1, 2013, ruled that the city of
Stockton is eligible for municipal bankruptcy in Chapter 9.


SOUTHERN MONTANA: Co-Op Members File Liquidation Plan
-----------------------------------------------------
Clair Johnson at Billings Gazette reports that members of Southern
Montana Electric Generation and Transmission Cooperative have
filed a plan to liquidate the troubled wholesale power supplier.

The report says the four distribution cooperatives -- Beartooth,
Fergus, Mid-Yellowstone and Tongue River -- have strongly opposed
a reorganization plan proposed by Southern's trustee.  The four
co-ops represent about 13,000 members in central and southeastern
Montana, Billings Gazette discloses.

"The reorganization plan is not a good one," the report quotes
Gary Ryder, a Hysham attorney who represents Mid-Yellowstone, as
saying.  "We do not see how the reorganization is going to work
and that's why we filed our own liquidation plan," he said
Wednesday.

Billings Gazette relates that Mr. Ryder called the liquidation
plan the "most straightforward approach."

Billings Gazette notes that the next step will be for the judge to
approve a report, called a disclosure statement, that the co-ops
filed along with the liquidation proposal.  No court date has been
set on this latest proposal, says Billings Gazette.  The report is
intended to give parties enough information about Southern to make
a decision on the liquidation plan.  The report must be approved
by the judge before creditors can vote on the plan.

Meanwhile, Billings Gazette reports that the Fergus co-op is
seeking to remove the trustee for Southern, Lee Freeman, saying he
is no longer needed and is blocking Southern's right to liquidate.

The members' liquidation plan, filed in U.S. Bankruptcy Court on
October 18, calls for "a prompt and complete" liquidation and
dissolution of Southern.

                   About Southern Montana Electric

Based in Billings, Montana, Southern Montana Electric Generation
and Transmission Cooperative, Inc., was formed to serve five other
electric cooperatives.  The city of Great Falls later joined as
the sixth member.  Including the city, the co-op serves a
population of 122,000.  In addition to Great Falls, the service
area includes suburbs of Billings, Montana.

Southern Montana filed for Chapter 11 bankruptcy (Bankr. D.
Mont. Case No. 11-62031) on Oct. 21, 2011.  Southern Montana
estimated assets of $100 million to $500 million and estimated
debts of $100 million to $500 million.  Timothy Gregori signed the
petition as general manager.

Malcolm H. Goodrich, Esq., at Goodrich Law Firm, P.C., in
Billings, Montana, serves as the Debtor's counsel.

After filing for reorganization in October, the co-op agreed to a
request for appointment of a Chapter 11 trustee.  Lee A. Freeman
was appointed as the Chapter 11 trustee in December 2011.  He is
represented by Joseph V. Womack, Esq., at Waller & Womack, and
John Cardinal Parks, Esq., Bart B. Burnett, Esq., Robert M.
Horowitz, Esq., and Kevin S. Neiman, Esq., at Horowitz & Burnett,
P.C.

Harold V. Dye, Esq., at Dye & Moe, P.L.L.P., in Missoula, Montana,
represents the Unsecured Creditors' Committee as counsel.


TLO LLC: Plan Due Today; Court Wants Settlement Talks
-----------------------------------------------------
The Hon. Paul G. Hyman of the U.S. Bankruptcy Court for the
Southern District of Florida on Oct. 15, 2013, extended TLO LLC's
exclusive periods to file a Chapter 11 Plan until Oct. 31, and
solicit acceptances for that plan until Dec. 31.

The Court directed the Debtor and Data Acquisition Group, LLC to
sit down and try to work out something where there may be a joint
plan that takes into account DAG's desire to make an offer.  Upon
the Debtor's filing of a plan, the Court will consider whether it
will terminate exclusivity and allow DAG's to pursue its competing
Plan.

The objections to the extension request are overruled, including
the limited objection by the official committee of unsecured
creditors and the objection by DAG.

                           About TLO LLC

TLO LLC, a provider of risk-mitigation services, filed a petition
for Chapter 11 reorganization (Bankr. S.D. Fla. Case No.
13-bk20853) on May 9, 2013, in West Palm Beach, Florida, near the
company's headquarters in Boca Raton.  The petition was signed by
E. Desiree Asher as CEO.

Judge Paul G. Hyman, Jr., presides over the case.  Robert C. Furr,
Esq., and Alvin S. Goldstein, Esq., at Furr & Cohen, serve as the
Debtor's counsel.  Bayshore Partners, LLC is the Debtor's
investment banker.  Thomas Santoro and GlassRatner Advisory &
Capital Group, LLC are the Debtor's financial advisors.

Paul J. Battista, Esq., and Mariaelena Gayo-Guitian, Esq., at
Genovese, Joblove & Battista, P.A., represent the Official
Committee of Unsecured Creditors as counsel.

The Debtor disclosed assets of $46.6 million and liabilities of
$109.9 million, including $93.4 million in secured claims.  The
principal lender is Technology Investors Inc., owed $89 million.
TII is owned by the estate of Hank Asher, the company's primary
owner who died this year.  There is $4.6 million secured by
computer equipment.


TLO LLC: Wants to Incur Add'l. DIP Loan From Technology Investors
-----------------------------------------------------------------
TLO, LLC asks the U.S. Bankruptcy Court for the Southern District
of Florida for authorization to obtain postpetition financing from
Technology Investors, Inc.  This is the Debtor's third such
motion.

Prepetition, the Debtor was financed with a loan from Technology
Investors, Inc., with a principal balance of $81,740,000 and
accrued and unpaid interest of approximately $7,312,000 for a
total of $89,052,000, plus costs and fees due.

The Debtor would use the loan to finance the continuation of the
operation of its business, to maintain business relationships with
vendors, supplier and customers, to make payroll, to make capital
expenditures and to satisfy other working capital and operational
needs.

The Court has previously approved two DIP loans in the original
principal amount of $2,000,000.

The Debtor relates that its current co-chief executive officers --
Eliza Desiree Asher and Caroline Asher Yoost or their Irrevocable
Trusts -- are the makers of the DIP loan and the second loan, and
they have each agreed to loan an additional $500,000, for a total
of $1,000,000 to the Debtor on the same terms as the DIP loan and
the Second DIP loan.

The loan will have a 9% interest per annum and security of a first
position lien in the Asher Policy, along with all other assets of
the Debtor.  Technology Investors has agreed to subordinate its
liens against the Debtor's assets. T he liens of the principals
will be senior to the any liens of the lender in the Debtor's
assets.  Technology Investors will also be granted a superpriority
administrative claim status.

                           About TLO LLC

TLO LLC, a provider of risk-mitigation services, filed a petition
for Chapter 11 reorganization (Bankr. S.D. Fla. Case No.
13-bk20853) on May 9, 2013, in West Palm Beach, Florida, near the
company's headquarters in Boca Raton.  The petition was signed by
E. Desiree Asher as CEO.

Judge Paul G. Hyman, Jr., presides over the case.  Robert C. Furr,
Esq., and Alvin S. Goldstein, Esq., at Furr & Cohen, serve as the
Debtor's counsel.  Bayshore Partners, LLC is the Debtor's
investment banker.  Thomas Santoro and GlassRatner Advisory &
Capital Group, LLC are the Debtor's financial advisors.

Paul J. Battista, Esq., and Mariaelena Gayo-Guitian, Esq., at
Genovese, Joblove & Battista, P.A., represent the Official
Committee of Unsecured Creditors as counsel.

The Debtor disclosed assets of $46.6 million and liabilities of
$109.9 million, including $93.4 million in secured claims.  The
principal lender is Technology Investors Inc., owed $89 million.
TII is owned by the estate of Hank Asher, the company's primary
owner who died this year.  There is $4.6 million secured by
computer equipment.


TLO LLC: Authorized to Auction Substantially All Assets
-------------------------------------------------------
At the behest of TLO, LLC, the U.S. Bankruptcy Court for the
Southern District of Florida approved procedures that will govern
the sale of substantially all of the Debtor's assets.  The Debtor
is also authorized to enter into an asset purchase agreement,
after consultation with the Statutory Committee of Unsecured
Creditors and Tech. Inc., with the proposed buyer, for the sale of
substantially all assets of the Debtor; provided, however, (i) the
Debtor will file a fully executed copy of the Stalking Horse APA
on the docket no later than Nov. 1.

The Debtor, in its motion, stated that because the sale is subject
to higher and better offers, the identity of the purchaser is
currently unknown.  However, the anticipated proposed buyer is an
affiliate of TransUnion Holding Company, Inc.  The proposed buyer
is not an insider of the Debtor.

The proposed buyer will purchase the assets for $105,000,000
(comprised of $90,000,000 in cash and $15,000,000 of the common
stock of TransUnion Holding Company, Inc., or other, equally
valued equity like instrument.

The Debtor proposed to conduct an auction for assets on Nov. 20,
2013, at Akerman Senterfitt LLP, 350 East Las Olas Boulevard,
Suite 1600, Fort Lauderdale, Florida.  Competing bids are Nov. 15,
at 5: p.m.

In the event of any competing bids for the assets, resulting in
TransUnion Holding not being the successful Buyer, it will receive
a breakup fee of $2,500,000 to be paid at the time of the closing
of the sale with such third party buyer.

In a recent filing, TLO LLC has asked the Bankruptcy Court to
amend the sales procedure order to correct scrivener's error and
correct Exhibit 2, the bidding procedures.  According to the
Debtor, the bidding procedures order contained a scrivener's error
in paragraph 5, wherein it states:

"Within three days after entry of this order, the Debtor will
cause the sale notice to be sent by first-class mail, postage
prepaid, to . . . (xiv) all non-Debtor parties to contracts or
leases (executory or other)."

The Debtor said it inadvertently overlooked an amendment to that
paragraph to allow the Debtor to serve all of its existing clients
by electronic mail, as was requested by Debtor's counsel on the
record.

The Debtor requests that the Court enter an order amending
paragraph 5 of the bidding procedures order to reflect that
service by E-mail containing a "link" to the necessary documents
constitutes proper service upon the Debtor's existing clients.

                           About TLO LLC

TLO LLC, a provider of risk-mitigation services, filed a petition
for Chapter 11 reorganization (Bankr. S.D. Fla. Case No.
13-bk20853) on May 9, 2013, in West Palm Beach, Florida, near the
company's headquarters in Boca Raton.  The petition was signed by
E. Desiree Asher as CEO.

Judge Paul G. Hyman, Jr., presides over the case.  Robert C. Furr,
Esq., and Alvin S. Goldstein, Esq., at Furr & Cohen, serve as the
Debtor's counsel.  Bayshore Partners, LLC is the Debtor's
investment banker.  Thomas Santoro and GlassRatner Advisory &
Capital Group, LLC are the Debtor's financial advisors.

Paul J. Battista, Esq., and Mariaelena Gayo-Guitian, Esq., at
Genovese, Joblove & Battista, P.A., represent the Official
Committee of Unsecured Creditors as counsel.

The Debtor disclosed assets of $46.6 million and liabilities of
$109.9 million, including $93.4 million in secured claims.  The
principal lender is Technology Investors Inc., owed $89 million.
TII is owned by the estate of Hank Asher, the company's primary
owner who died this year.  There is $4.6 million secured by
computer equipment.


TRIBUNE CO: S&P Assigns 'BB+' Rating to New $4.1BB Secured Debt
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned Tribune Co.'s proposed
$4.1 billion senior secured debt an issue-level rating of 'BB+',
with a recovery rating of '1', indicating S&P's expectation for
very high (90% to 100%) recovery for lenders in the event of a
payment default.  The senior secured debt consists of a seven-year
$3.8 billion term loan B and a five-year $300 million revolving
credit facility.

The company expects to use the proceeds to refinance its existing
debt and to fund the $2.725 billion acquisition of television
stations from Local TV LLC and FoxCo Acquisition LLC.

The ratings on Tribune reflect a "satisfactory" business risk
profile and an "aggressive" financial risk profile, according to
S&P's criteria.  S&P views Tribune's business risk profile as
satisfactory because of the company's significant size, scale, and
diversity as one of the largest TV station groups not owned by a
major network (following the acquisition); good EBITDA margin; and
strong conversion of EBITDA to discretionary cash flow.  The
rating also reflects the long-term structural changes in the
consumption of media, with viewers shifting to alternative media
for news and entertainment.

Debt to EBITDA, based on average pro forma 2012 and 2013 projected
EBITDA and pro forma for the acquisition and separation of its
publishing business, will be roughly 4.5x, in line with the 4x to
5x range of debt leverage that S&P regards as indicative of an
aggressive financial risk profile.  S&P expects credit metrics to
improve modestly in 2014 as a result of higher retransmission
revenue and synergies related to the acquisition, despite higher
programming expenses.  Although S&P expects the company's
financial policy will remain aggressive, the current rating is
predicated on leverage remaining below 5x.

RATINGS LIST

Tribune Co.
Corporate Credit Rating           BB-/Stable/--

New Rating

Tribune Co.
Senior Secured
  $3.8B term loan B due 2020       BB+
   Recovery Rating                 1
  $300M revolver due 2018          BB+
   Recovery Rating                 1


TRINITY 16: Case Summary & 7 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Trinity 16 Development, LLC
        6360 E. Emerald Parkway, Suite 102
        Monee, IL 60449

Case No.: 13-42181

Chapter 11 Petition Date: October 29, 2013

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

Judge: Hon. Pamela S. Hollis

Debtor's Counsel: David P Lloyd, Esq.
                  DAVID P. LLOYD, LTD.
                  615B S. LaGrange Rd.
                  LaGrange, IL 60525
                  Tel: 708 937-1264
                  Fax: 708 937-1265
                  Email: courtdocs@davidlloydlaw.com

Total Assets: $1.03 million

Total Liabilities: $1.97 million

The petition was signed by Donald L. Santacaterina, member.

A list of the Debtor's seven largest unsecured creditors is
available for free at http://bankrupt.com/misc/ilnb13-42181.pdf


USG CORP: Offering $350 Million Senior Notes
--------------------------------------------
USG Corporation launched a private offering of $350 million
aggregate principal amount of senior notes.  The notes will be the
unsecured obligations of USG.  USG's obligations under the notes
will be guaranteed on a senior unsecured basis by certain of its
domestic subsidiaries.

USG intends to use the net proceeds from the sale of the notes to
fund a portion of USG's initial $500 million cash investment
(consisting of the net proceeds of sale of the notes and cash on
hand) in its previously announced proposed joint venture with
Boral Limited.  If USG does not complete the joint venture, USG
intends to use the net proceeds from the sale of the notes for
general corporate purposes, which may include the repayment of
indebtedness, the funding of pension obligations, working capital,
capital expenditures and potential acquisitions.

The notes will be offered and sold only to qualified institutional
buyers in accordance with Rule 144A under the Securities Act of
1933, and to non-U.S. persons in accordance with Regulation S
under the Securities Act.  When issued, the notes will not have
been registered under the Securities Act or state securities laws
and may not be offered or sold in the United States absent
registration or an applicable exemption from the registration
requirements of the Securities Act and applicable state securities
laws.

Additional information is available for free at:

                         http://is.gd/m2TdMr

                        About USG Corporation

Based in Chicago, Ill., USG Corporation -- http://www.usg.com/--
through its subsidiaries, manufactures and distributes building
materials producing a wide range of products for use in new
residential, new nonresidential and repair and remodel
construction, as well as products used in certain industrial
processes.

The company filed for Chapter 11 protection on June 25, 2001
(Bankr. Del. Case No. 01-02094).  When the Debtors filed for
protection from their creditors, they disclosed $3.252 billion in
assets and $2.739 billion in liabilities.  The Debtors emerged
from bankruptcy protection on June 20, 2006.

For the 12 months ended Dec. 31, 2012, the Company incurred a net
loss of $125 million on $3.22 billion of net sales, as compared
with a net loss of $390 million on $2.91 billion of net sales
during the prior year.

The Company's balance sheet at Sept. 30, 2013, showed $3.71
billion in total assets, $3.64 billion in total liabilities and
$72 million total stockholders' equity including noncontrolling
interest.

                            *     *     *

As reported by the TCR on Aug. 15, 2011, Standard & Poor's Ratings
Services lowered its corporate credit rating on USG Corp. to 'B'
from 'B+'.

"The downgrade reflects our expectation that USG's operating
results and cash flow are likely to be strained over the next year
due to the ongoing depressed level of housing starts and still-
weak commercial construction activity," said Standard & Poor's
credit analyst Thomas Nadramia.  "It is now more likely, in
our view, that any meaningful recovery in housing starts may be
deferred until late 2012 or into 2013.  As a result, the risk that
USG's liquidity in the next 12 to 24 months will continue to erode
(and be less than we incorporated into our prior ratings) has
increased.  The ratings previously incorporated a greater
improvement in housing starts, which would have enabled USG to
reduce its negative operating cash flow in 2012 and achieve
breakeven cash flow or better by 2013."

As reported by the TCR on Oct. 30, 2013, Moody's Investors Service
upgraded USG Corp.'s Corporate Family Rating to B3 from Caa1.  The
upgrade of USG's Corporate Family Rating to B3 from Caa1
reflects better than anticipated overall 3Q13 operating
performance.

In the Sept. 10, 2013, edition of the TCR, Fitch Ratings has
upgraded the ratings of USG Corporation, including the company's
Issuer Default Rating (IDR) to 'B' from 'B-'.  The upgrade
reflects USG's improving profitability and credit metrics this
year and the expectation that this trend continues through at
least 2014.


USI INC: S&P Raises Corporate Credit Rating to 'B'
--------------------------------------------------
Standard & Poor's Ratings Services said that it has raised its
corporate credit ratings on USI Inc. to 'B' from 'B-'.  At the
same time, S&P raised its rating on USI's senior secured notes to
'B' from 'B-' and its rating on its unsecured notes to 'CCC+' from
'CCC.'  The recovery rating on the senior secured debt remains '3'
(reflecting S&P's estimate of a 50%-70% recovery in the event of
default), and the recovery rating on the unsecured debt remains
'6' (0%-10% recovery).

"The upgrades come in response to USI's maintenance of its
enhanced competitive position and favorable operating performance,
resulting in consistently improving earnings and margins," said
Standard & Poor's credit analyst Julie Herman.  "It also reflects
our belief that USI has been able to delever its capital structure
through accretive acquisition related earnings growth.  In
December 2012, USI was acquired by private equity firm, Onex, in a
leveraged buyout transaction that resulted in financial leverage
of 7.9x as of Dec. 31, 2012.  This ratio improved to 7.1x as of
June 30, 2013, and we believe that USI is on track to reduce
financial leverage further to below 7x during the next 12 months
through continued solid operating momentum."

S&P's rating on USI is based on the company's fair business risk
profile (BRP) and very aggressive financial risk profile (FRP), as
defined by its criteria.  USI's fair business profile reflects its
participation and narrow focus in the highly competitive,
fragmented, and cyclical middle-market insurance brokerage.  The
company's favorable market position (10th-largest U.S. broker in
Business Insurance's rankings) good product and geographic
diversification in its property/casualty and employee benefits
markets, and successful acquisition track record somewhat offset
these risks.  In S&P's view, USI has done a good job improving its
margins through tough insurance pricing in the current economic
climate.  While organic growth has been negative in recent years
and flat in 2013 because of a tough market conditions, S&P expects
USI's significant investment in sales initiatives to result in
modestly positive organic growth performance in 2014.

The stable outlook reflects S&P's expectation that USI will be
able to maintain its enhanced competitive position and favorable
operating performance trends.  S&P expects flat organic growth in
2013 to improve to net positive in 2014 due to successful sales
strategies and continued strengthening in insurance pricing.  S&P
also expects the company to continue its acquisitive strategy,
adding $25 million-$50 million in revenue per year.  Margins
should remain steady in the 31%-32% range.

"We could lower the rating during the next 12 months if leverage
and coverage deteriorate below current levels either due to a
decline in earnings or if management takes a more aggressive
approach to financial policy through additional debt financing,"
Ms. Herman continued.  "Specific trigger points for a downgrade
include leverage above 7.5x or coverage below 2x.  We'd also
consider a negative rating action if the company reverts to
negative organic growth due to poor strategic execution.  Although
it is unlikely during the next year, we may consider an upgrade if
leverage falls to less than 5x on a sustainable basis.  We
estimate that this could occur if USI grows EBITDA by about 40%
while keeping debt levels constant."


VALENCE TECHNOLOGY: Plan Hearing Continued to Nov. 13
-----------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Texas has
granted the request of Valence Technology, Inc., for "Expedited
Consideration of the Debtor's Motion to Continue Hearing to
Consider Confirmation of Debtor's First Amended Chapter 11 Plan of
Reorganization and to File the Plan Supplement," until Nov. 13,
2013, and Nov. 6, 2013, respectively.

The Debtor explained in the Motion for Expedited Consideration:
"The Plan Supplement (as defined in the Plan) is to be filed on or
before Oct. 25, 2013 (the "Plan Supplement Deadline").  The Debtor
has requested that the Court consider the Confirmation Hearing
Continuance Motion on an expedited basis because of the Plan
Supplement Deadline and because the Confirmation Hearing is set
for Oct. 30, 2013, at 1:30 p.m.  The Debtor therefore maintains
that expedited consideration of the Confirmation Hearing
Continuance Motion is necessary."

The Debtor explained in the Motion to Continue Hearing: To permit
the parties additional time to finalize the Plan Supplement, the
Debtor seeks to extend the deadline for filing the Plan Supplement
until Nov. 6, 2013, and to continue the Confirmation Hearing until
Nov. 13, 2013, at 1:30 p.m.

As reported in the TCR on Oct. 4, 2013, the Bankruptcy Court
issued an order approving the disclosure statement relating to the
amended plan of reorganization of Valence Technology, Inc.  The
Court scheduled a confirmation hearing with respect to the Amended
Plan on Oct. 30, 2013, at 1:30 p.m. (central time).

On Aug. 21, 2013, the Company filed a proposed plan of
reorganization and related disclosure statement with the
Bankruptcy Court, soliciting acceptances of the Plan and seeking
confirmation of the Plan by the Bankruptcy Court.  On Sept. 20,
2013, the Debtor filed a proposed Amended Plan related proposed
Amended Disclosure Statement.

The Amended Plan provides for the resolution of outstanding claims
against the Debtor.  Among other things, the Amended Plan provides
that:

    (i) each holder of an allowed Priority Non-Tax Claim, an
        allowed DIP Claim, an allowed Convenience Claim or an
        allowed general unsecured claim of $500 or less will be
        paid in full;

   (ii) Berg & Berg Enterprises, LLC, the pre-petition secured
        lender, the holder of pre-petition secured indebtedness of
        the Debtor, will extend the maturity date of part of its
        pre-petition secured claim under a new promissory note
        secured by a first priority lien against all of the
        reorganized Debtor's assets, and receive, in exchange for
        its remaining pre-petition secured claim in the amount of
        $50 million, 100 percent of the shares of New Valence
        Stock, representing 100 percent of the reorganized
        Debtor's issued and outstanding shares of capital stock on
        the effective date;

  (iii) holders of certain classes of unsecured claims will
        receive payment in full over time;

   (iv) holders of pre-petition equity interests in the Debtor,
        including, without limitation, any shares of the Debtor's
        preferred stock, common stock, and any option, warrant or
        right to acquire any ownership interest in the Debtor,
        will receive no distribution; and

    (v) all pre-petition equity interests in the Debtor will be
        canceled on the effective date of the Amended Plan.

Under the terms of the Amended Plan, the Pre-petition Secured
Lender will provide exit financing to the Debtor by entering into
a new loan agreement in the amount of $20 million with the
reorganized Debtor on the effective date of the Amended Plan.  The
New Loan will have a 5-year term and simple accrued interest at
the rate of 5 percent per annum, and will be secured by a first
priority lien against all of the reorganized Debtor's assets.
Payment of the New Loan will be subordinated to payment of claims
of a number of junior classes, including, without limitation, the
general unsecured creditors.  The proceeds from the New Loan will
be used to pay claims under the Amended Plan and to fund the
reorganized Debtor's working capital and general corporate needs.

A copy of the First Amended Plan is available for free at:

                        http://is.gd/7s8bjW

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

                        http://is.gd/2qJE33

                      About Valence Technology

Valence Technology, Inc., filed a Chapter 11 petition (Bankr. W.D.
Tex. Case No. 12-11580) on July 12, 2012, in its home-town in
Austin.  Founded in 1989, Valence develops lithium iron magnesium
phosphate rechargeable batteries.  Its products are used in hybrid
and electric vehicles, as well as hybrid boats and Segway personal
transporters.

The Debtor disclosed debt of $82.6 million and assets of
$31.5 million as of March 31, 2012.  The Debtor disclosed
$24,858,325 in assets and $78,520,831 in liabilities as of the
Chapter 11 filing.  Chairman Carl E. Berg and related entities own
44.4 percent of the shares.  ClearBridge Advisors LLC owns 5.5
percent.

Judge Craig A. Gargotta presides over the case.  The Company is
being advised by Sabrina L. Streusand at Streusand, Landon &
Ozburn, LLP with respect to bankruptcy matters.  The petition was
signed by Robert Kanode, CEO.

On Aug. 8, 2012, the U.S. Trustee for Region 7 appointed five
creditors to serve on the Official Committee of Unsecured
Creditors of the Debtor.  Brinkman Portillo Ronk, PC, serves as
its counsel.


VILLAGE AT KNAPP'S: Can Hire John Huizinga as Accountants
---------------------------------------------------------
The Village at Knapp's Crossing, L.L.C., sought and obtained
permission from the U.S. Bankruptcy Court to employ John S.
Huizinga CPA as accountants to review and analyze financial
information for the Debtor.

The Firm's services will include assisting the Debtor and its
attorney in preparing and/or performing monthly operating reports,
financial projections and budgets, case reconciliations, cash
collateral analysis, financial analysis and other forensic
accounting and financial advisory services, as necessary.

The Firm has performed accounting services for the Debtor in the
past and is willing to continue performing accounting services on
the Debtor's behalf and to be compensated at these hourly rates:

   * Correspondence, Adjusting Journal Entries,
     Bookkeeping                                  $40 to $80
   * Tax and Consulting                           $140
   * Financial Statement Work                     $140

To the best of the Debtor's knowledge, the Firm does not represent
nor hold any interest adverse to the Debtor or the Debtor's estate
with regard to the matter in which it is to be employed.  The Firm
is "disinterested" in accordance with Sec. 101(14) of the
Bankruptcy Code.

                     About Village at Knapp's

The Village at Knapp's Crossing, L.L.C. in Grand Rapids, Michigan,
filed for Chapter 11 (Bankr. W.D. Mich. Case No. 13-06094) on
July 25, 2013.  Judge Scott W. Dales handles the case.  On the
Petition Date, the Debtor estimated its assets and debts at
$10 million to $50 million.  The petition was signed by Steven D.
Benner, managing member on behalf of S.D. Benner, sole member.

Tishkoff & Associates PLLC is the Debtor's bankruptcy counsel.
Robert Attmore, Esq., is the Debtor's special counsel.


VILLAGE AT KNAPP'S: U.S. Trustee Wants Case Converted to Ch.7
-------------------------------------------------------------
Daniel M. McDermott, United States Trustee for Region 9, filed a
motion with the U.S. Bankruptcy Court seeking to convert the
Chapter 11 case of The Village at Knapp's Crossing, L.L.C. to
liquidation in Chapter 7.

The U.S. Trustee said the Debtor's first set of monthly operating
reports would have been due on Sept. 20, 2013, for the month of
August 2013.  On Sept. 19, 2013, the Debtor filed a motion
requesting an extension of the time to file the monthly operating
reports to Oct. 4, 2013.  That motion has been set for hearing on
Nov. 5, 2013.

The U.S. Trustee has not filed an objection to the requested
extension to Oct. 4.  The U.S. Trustee, however, said it would
file an objection to any extension beyond Oct. 4.

Even if the Court were to grant the requested extension, the
August 2013 reports would have been due on the extended date of
Oct. 4, and the September 2013 reports would have been due on the
normal date of Oct. 20, 2013.

As of Oct. 24, 2013, the Debtor has not yet filed the monthly
operating reports for the month of August 2013, which would have
been due no later than Oct. 4.

As of Oct. 24, the Debtor has not yet filed the monthly operating
reports for September 2013, which were due Oct. 20.

The U.S. Trustee also noted that the case has been pending in
Chapter 11 for over two and one-half months, and the Debtor has
not yet filed any monthly operating reports.  The Debtor has
neither sought an extension of these filing dates beyond Oct. 4,
nor does the motion for an extension that was filed by the Debtor
offer any explanation or justification for a further delay in
filing these reports.

Without these reports the U.S. Trustee said it cannot determine
whether there has been a substantial loss to or diminution of the
estate and whether there is a reasonable likelihood of
rehabilitation.  In the continued absence of these reports the
Court should assume that there has been a loss to the estate and
that there is an absence of a reasonable likelihood of
rehabilitation.

The trial attorney can be reached at:

         Michael V. Maggio, Esq.
         Trial Attorney
         Office of the United States Trustee
         United States Department of Justice
         The Ledyard Building, Second Floor
         125 Ottawa Avenue NW, Suite 200R
         Grand Rapids, MI 49503
         Tel: (616) 456-2002, ext. 114

Hearing on the motion will be held on Dec. 3, 2013 at 1:30 p.m. at
Judge Gregg Courtroom.

                    About Village At Knapp's

The Village At Knapp's Crossing, L.L.C. in Grand Rapids, Michigan,
filed for Chapter 11 (Bankr. W.D. Mich. Case No. 13-06094) on
July 25, 2013.  Judge Scott W. Dales handles the case.  On the
Petition Date, the Debtor estimated its assets and debts at
$10 million to $50 million.  The petition was signed by Steven D.
Benner, managing member on behalf of S.D. Benner, sole member.

Tishkoff & Associates PLLC is the Debtor's bankruptcy counsel.
Robert Attmore, Esq., is the Debtor's special counsel.


VILLAGE AT NIPOMO: Hires John Rossetti as Broker
------------------------------------------------
The Village at Nipomo, LLC asks permission from the U.S.
Bankruptcy Court for the Central District of California to employ
John Rossetti, Inc., dba Rossetti Company Commercial Real Estate,
as broker for the Debtor.

Rossetti will be engaged in the limited capacity of marketing the
Debtor's Shopping Center and obtaining the highest price possible
for its sale.

The compensation to be paid for the transaction is 5% of the gross
sales price, but, in the event there is no cooperating broker, the
sales commission will be 2.5% of the gross sales price to be paid
to Rossetti.

Edwin F. Moore, reorganization manager of Village at Nipomo,
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.

Rossetti can be reached at:

       John Rossetti
       JOHN ROSSETTI, INC. DBA ROSSETTI COMPANY
       1301 Chorro Street
       San Luis Obispo, CA 93401
       Tel: (805) 544-3900
       Fax: (805) 544-3922
       E-mail: john@rossetticompany.com

                   About Village at Nipomo

The Village at Nipomo, LLC, operator of a shopping center in Tefft
and Mary Streets, in Nipomo, California, sought Chapter 11
protection (Bankr. C.D. Cal. Case No. 13-13593) on May 28, 2013.

The company sought bankruptcy protection following efforts by
Pacific Western Bank to appoint a receiver for the Debtor's
commercial shopping center known as "The Village at Nipomo".

VAN LLC was formed by Edwin F. Moore, who is currently a member of
the Debtor, holding a 25 percent interest in the company.  Edwin
Moore and Carolyn W. Moore earlier filed a separate Chapter 11
petition (Case No. 12-15817).  The Debtor disclosed $11,802,970 in
assets and $9,645,558 in liabilities as of the Chapter 11 filing.
The Debtor is represented by Illyssa I. Fogel, Esq., at Illyssa I.
Fogel & Associates.


WEBCO SPORTS: Store Closes Doors After 77 Years
-----------------------------------------------
CTV News reports that Webco Sports is closing its doors after 77
years in business.  It's considered to be one of downtown
Kitchener, Ontario's oldest businesses.

CTV News says the sporting goods and apparel store opened in 1937
and is run by third generation owner Cindy Weber.  She has been
running the store for close to 30 years and she has decided to
retire.

"I don't want any sadness.  All I want is for people to tell me
the good stories about Webco," the report quotes Ms. Weber as
saying.  "I could do it for another 10 or 15 years if I wanted to
but quite honestly I just don't want to do it anymore."

CTV News notes that in preparation for its final clearance sale,
Webco will be closed for the next three days.

An invitation only liquidation sales starts on Thursday for its
loyal customers then it opens to the public starting on November 7
and will remain open until all inventory is gone.

Ms. Weber told CTV News she sold the building in August because
she was planning to downsize to a smaller location but decided it
was a better time to retire.  She said she can't disclose who the
building was sold to because of a confidentiality agreement, the
report adds.


WILSONART LLC: S&P Affirms B+ Corp. Credit Rating; Outlook Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B+'
corporate credit rating on Temple, Texas-based Wilsonart LLC and
its 'B+' issue-level rating the company's senior secured credit
facility.  The '3' recovery rating on the debt is unchanged.  The
outlook is stable.

The ratings affirmation follows Wilsonart's acquisition of Durcon
Inc. and its proposed $160 million add-on to its existing senior
secured credit facility due 2019.  Durcon is a leading global
manufacturer of epoxy resin work surfaces for laboratory and
industrial applications.  S&P believes the acquisition of Durcon
complements existing Wilsonart product lines by adding product mix
diversification, enhancing growth opportunities, and providing
potential cost and cross-selling synergies.

"The stable rating outlook reflects our expectation that credit
measures will remain consistent with the company's aggressive
financial risk profile, with 2013 debt to EBITDA and FFO to debt
of slightly below 5x and 10x, respectively, based on our
assumptions of higher volumes sold due to an improvement in end-
market demand.  We expect Wilsonart will maintain strong liquidity
and cushion of at least 30% under its revolving credit facility
covenants," said Standard & Poor's credit analyst Maurice Austin.

S&P could lower the rating if Wilsonart experienced weaker-than-
expected end-market demand resulting in a decrease in volumes such
that total leverage remained above 5x on a sustained basis.  This
could occur if 2013 sales growth were less than expected in
conjunction with a 100-basis-point decrease in gross margins.

At this time, an upgrade seems less likely given Wilsonart's
aggressive financial risk profile and projected leverage levels of
about 5x debt to EBITDA.  Also, S&P views the rating on Wilsonart
as constrained at the current level because of the company's
private equity ownership.


XCHANGE TECHNOLOGY: Chapter 15 Case Summary
-------------------------------------------
Chapter 15 Petitioner: Duff & Phelps Canada Restructuring Inc.,
                       as Receiver and Foreign Representative of
                       the XTG Debtors

Debtor entities filing separate Chapter 15 petitions:

     Debtor                                  Case No.
     ------                                  --------
     Xchange Technology Group LLC            13-12809
     9421 Globe Center Drive, Suite 100
     Morrisville, NC 27560

     BlueRange Technology Corp.              13-12810
     9421 Globe Center, Suite 100
     Morrisville, NC 27560

     BlueRange Technology, Inc.              13-12811

     IT Xchange Corp.                        13-12812

     IT Xchange Financial Services LLC       13-12813

     I.T. Xchange Inc.                       13-12814

     PartStock Computer LLC                  13-12817
     9421 Globe Center Drive, Suite 100
     Morrisville, NC 27560

Chapter 15 Petition Date: October 29, 2013

Court: United States Bankruptcy Court
       District of Delaware (Delaware)

Judge: Hon. Kevin Gross

Chapter 15                 Mary Caloway, Esq.
Petitioner's Counsel:      BUCHANAN INGERSOLL & ROONEY PC
                           1105 North Market Street, Suite 1900
                           Wilmington, DE 19801-1228
                           Tel: 302-552-4209
                           Fax: 302-552-4295
                           Email: mary.caloway@bipc.com

                             - and -

                           Kathleen A. Murphy, Esq.
                           BUCHANAN INGERSOLL & ROONEY PC
                           1105 North Market Street, Suite 1900
                           Wilmington, DE 19801
                           Tel: 302-552-4200
                           Fax: 302-552-4295
                           Email: kathleen.murphy@bipc.com

Chapter 15
Debtors' Counsel:          Kathleen A. Murphy, Esq.
                           BUCHANAN INGERSOLL & ROONEY PC
                           1105 North Market Street, Suite 1900
                           Wilmington, DE 19801
                           Tel: 302-552-4200
                           Fax: 302-552-4295

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $10 million to $50 million


ZOGENIX INC: FDA Approves New Drug Application for ZohydroTM ER
---------------------------------------------------------------
The U.S. Food and Drug Administration approved Zogenix, Inc.'s New
Drug Application for ZohydroTM ER (hydrocodone bitartrate)
extended-release capsules, an opioid agonist, extended-release
oral formulation of hydrocodone without acetaminophen, for the
management of pain severe enough to require daily, around-the-
clock, long-term treatment and for which alternative treatment
options are inadequate.  Zohydro ER is the first extended-release
formulation hydrocodone therapy without acetaminophen.

Zogenix currently expects to launch Zohydro ER in approximately
four months.  Zohydro ER capsules will be available in six dosage
strengths ranging from 10 mg to 50 mg with dosing every 12 hours.

Zogenix will implement the Risk Evaluation and Mitigation Strategy
for extended release and long acting opioids required by the FDA
for all the products in the class.  In addition, Zogenix will
participate in the design and implementation of post-marketing
studies, as recently outlined by the FDA.  NDA sponsors of ER/LA
opioids are now required to conduct studies to assess the serious
risks associated with long-term use.

Zohydro ER is classified as a Drug Enforcement Agency Schedule II
drug under the Controlled Substances Act, making it subject to
stricter prescribing and dispensing rules compared to immediate-
release hydrocodone-acetaminophen combination products, which are
currently classified as Schedule III drugs.  On Oct. 24, 2013, the
FDA announced its intention to submit a formal recommendation to
the Department of Health and Human Services by early December to
reclassify hydrocodone combination products from DEA Schedule III
to Schedule II.

                         About Zogenix Inc.

Zogenix, Inc. (NASDAQ: ZGNX), with offices in San Diego and
Emeryville, California, is a pharmaceutical company
commercializing and developing products for the treatment of
central nervous system disorders and pain.

Ernst & Young LLP, in San Diego, California, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012, citing recurring losses from
operations and lack of sufficient working capital which raise
substantial doubt about the Company's ability to continue as a
going concern.

Zogenix incurred a net loss of $47.38 million in 2012, as compared
with a net loss of $83.90 million in 2011.  As of June 30, 2013,
the Company had $53.39 million in total assets, $69.48 million in
total liabilities and a $16.08 million total stockholders'
deficit.


* Uncertainty Cuts Q3 Employment Outlook by Nearly 200K Jobs
------------------------------------------------------------
Mid-sized firms are on track to add more than 1.25 million jobs in
2013, which would account for 7 out of every 10 new jobs created
this year.  In addition, the nearly 200,000 companies representing
the U.S. middle market grew revenue at 5.5% over the past 12
months, more than double the rate of S&P 500 companies, according
to the National Center for the Middle Market's (NCMM) latest
quarterly Middle Market Indicator (MMI).  The report is being
released today at the third annual National Middle Market Summit
at The Ohio State University.

The U.S. middle market, made up of businesses with revenue between
$10 million and $1 billion, contributes one-third of non-
government U.S. GDP and accounts for 44.5 million jobs, or one-
third of total U.S. employment.  Between 2007 and 2010, U.S.
middle market firms created 2.2 million jobs while large
corporations cut more than 3 million jobs.  The mid-market
continued to outperform in job creation, with more than 2 million
new jobs created between 2010 and 2012.

"Middle market companies defy even their own expectations on
performance.  This is a dynamic group of companies that continue
to lead the U.S. economic recovery, but whose growth is stalling
in light of the recent government uncertainty," said Dr. Anil
Makhija, Academic Director at NCMM, a partnership of GE Capital
and The Ohio State University Fisher College of Business.

Uncertainty Plaguing Mid-Market Growth - Job Growth Projections
Cut by 180,000

While annual growth trends are positive, this quarter's MMI
revealed a distinct moderation in quarterly gains as well as in
employment, revenue, investment and confidence growth projections
in the year ahead.  The employment outlook over the next 12 months
fell by almost 200,000 between Q2 and Q3, with middle market
companies expecting to add around 900,000 new jobs.  This comes as
47% of companies said that government uncertainty was highly
challenging to them, a strong increase over Q2.

"Within the past year, markets have been roiled by the
uncertainties arising out of fiscal cliff, sequestration,
government shutdown, and the threat of default.  The consequences
of these macro-crises are clearly impacting job creation with
middle market companies intending to create 200,000 less jobs over
the next 12 months," said Dr. Makhija.

As revenue growth slipped from 5.8% in Q2 to 5.5% this quarter,
executives cut forecasts in the year ahead to 4.4%.  This
quarter's MMI also indicated that executives' willingness to
invest dipped from 64% in Q2 to 61% in Q3. Likewise, confidence in
the U.S. economy is down 3% from last quarter -- at 61% -- after
experiencing a 7% bump between the first and second quarters of
the year.

The Impact of Continued Uncertainty

Washington's latest agreement to reopen the government and extend
the debt ceiling sets the stage for another potential crisis of
confidence early next year.  45% of the executives surveyed
indicated a government default would have direct impacts on their
businesses with higher interest rates, reduced business and
consumer confidence, and reduced confidence in the credit
worthiness of the U.S.  Some 94% of the middle market executives
consider the higher interest rates as the most adverse impact of
the U.S. default on debt.

"This data should be a warning to policymakers that continued
brinkmanship in Washington will have real consequences on economic
growth nationwide," Dr. Makhija said.

Survey Methodology - The MMI surveys 1,000 executives (CEOs, CFOs,
and other C-Suite executives) from the middle market's nearly
200,000 companies, focusing on their business capabilities and
performance, growth drivers, and economic outlook. This quarter's
MMI was fielded September 5-15. It is weighted to accurately
reflect the size and geographic distribution of this sector, which
includes companies with revenues between $10 million and $1
billion.

The quarterly MMI tracks responses on the following topics: Gross
revenues performance; Overall company performance; Employment
performance; Expected 12-month gross revenue and employment
growth; Confidence in the global economy, U.S. economy and local
economy; Key business challenges; Top areas for investment
dollars; Perceptions on topical issues and challenges relevant to
the U.S. middle market.

The survey is conducted by the independent research firm RTi on
behalf of the NCMM.

            The National Center for the Middle Market

The National Center for the Middle Market (NCMM) --
http://www.middlemarketcenter.org-- was founded in 2011 in
partnership with GE Capital and is located at The Ohio State
University's Fisher College of Business.  The Center is the
leading source of research on the U.S. middle market economy.

Over the past three years, the Center has awarded 25 research
grants, engaged more than 300 undergrad and MBA students and
connected with more than 3,000 business executives to learn more
about this segment.

                        About GE Capital

GE Capital -- http://www.gecapital.com-- is one of the world's
largest providers of credit and expertise.  For more than 1
million businesses, GE Capital provides financing to purchase,
lease and distribute equipment, as well as capital for real estate
and corporate acquisitions, refinancings and restructurings.  GE
Capital is a leader in a number of industries, from airlines,
healthcare and energy financing to fleet, franchise and middle
market corporate finance.  For approximately 60 million consumers,
GE Capital offers credit cards and retail sales finance programs.
GE Capital is an extension of GE's rich heritage of building and
supporting growth, providing customers with insight, knowledge and
expertise in addition to financing.


* Realtor.com Unveils 2013 Quarterly Turnaround Towns Report
------------------------------------------------------------
Realtor.com(R), operated by Move, Inc. on Oct. 30 unveiled its
Turnaround Towns Report for the third quarter of 2013, revealing
that the Detroit, Santa Barbara, Calif. and Reno, Nev. markets are
currently leading the nation in recovery.  The proprietary
algorithm used for the report evaluates acceleration in key
housing indicators observed on realtor.com(R) over the quarter -
inventory, median list price and days on market as well as
weighted search and listing activity on realtor.com(R).  Data is
drawn from real-time listing counts through direct relationships
with more than 800 multiple listing services (MLSs) around the
country, representing 98 percent of all for-sale properties in the
United States.

Nationally for the third quarter of 2013, the median age of
inventory dropped 17.7 percent over the same period in 2012, with
typical homes selling in 84 days between July and September of
this year.  Median list prices rose 7.6 percent year-over-year to
$199,128 in the third quarter.  The number of homes available on
the market dropped across the country by 3.3 percent year-over-
year, with an average of 1.96 million homes on the market on any
given day in the period.

Most noteworthy in the third quarter of 2013 is the acceleration
in markets that have been less impacted by the highs and lows of
the past several years, such as Ann Arbor, Mich., Dallas, Boston
and Boulder, Colo.  These markets have demonstrated more
consistent, incremental improvement, and their appearance on the
list may be a bellwether of stronger improvements in similar
markets to come, as the national marketplace moves further into
balance.  All four placed within the top 25 accelerating markets
in the previous quarter's report.

"We're noticing a clear split between markets that have
experienced major highs and lows in recent years, and those that
have proved more resilient," said Errol Samuelson, president of
realtor.com(R).  "With the recent moderation in some of the more
volatile markets, the subtler acceleration activity becomes more
visible."

Realtor.com(R) will further evolve its quarterly update in 2014,
focusing on improving markets as well as the emerging dynamics now
taking hold on a wider basis across the country.

"The Turnaround Towns report algorithm was a game-changer in next-
gen real estate analytics -- a holistic perspective on real-time
market statistics like price and inventory in the context of
consumer search metrics, weighted proportionally across the
country to effectively measure apples-to-apples market
acceleration," said Mr. Samuelson.

"It has offered tremendous insight into market dynamics during one
of the most dramatic periods of economic volatility in a century,
and enabled us to be the first to surface acceleration trends in
many cases.  In 2014 we will further evolve this trend watch tool
and continue to focus on revealing standout markets as we
identify, track and measure emerging developments in the
marketplace at the national, regional and local levels."

Significant changes in economic factors in coming months could
still impact the strengthening market, including reduced
affordability levels, rising mortgage rates, and federal fiscal
uncertainty -- both recent and ongoing.  The National Association
of REALTORS(R) (NAR) reported in October that affordability has
fallen to a five-year low as home-price increases easily outpaced
income growth, and projected mortgage rates to rise to 5 percent
by mid-summer of next year.  NAR also warned that complications
with the mortgage loan process resulting from the government
shutdown are just one factor that may impact fourth quarter sales
closings.

Top Turnaround Towns

#1 - Detroit, MI Once the poster child for America's ailing auto
industry, Detroit has turned around its housing markets.  Instead
of sinking when the city of Detroit had just filed for bankruptcy,
its housing markets took on a quiet resurgence.  Last quarter it
ranked 7th in the report, and this rapid jump to number one speaks
volumes about its pace of acceleration.

With the end of the buying season, prices in Detroit slowed in the
third quarter, falling 4.8 percent from the previous quarter but
44.3 percent above the third quarter of 2012.  Equally important
is Detroit's success at trimming its for-sale inventory and the
age of its inventory, down 24.5 percent and 33.9 percent
respectively, year over year.

#2 - Santa Barbara-Santa Maria-Lompoc, CA Despite some tough
competition by other hot markets, Santa Barbara moved up to second
place due to the young age of its inventory and the noticeable
decline in its inventory counts.  This market is the only one on
the top 10 list that appeared in Turnaround Town Reports for the
previous quarter as well as the same period last year.  This
appearance, at number two, is its highest ranking to date and most
likely due to its strong performance in categories such as median
age of inventory improvement, as well as median list price
improvement.  It also is noteworthy that Santa Barbara is now the
only remaining California market on this list, compared to reports
from last quarter and the year-ago quarter, which were populated
by six and seven California markets, respectively.

#3 - Reno, NV With declining inventory and a drop in sales, this
market is now moving into a far healthier balance than it
experienced this time last year.  Achieving both this balance and
healthy growth is a remarkable achievement for a market that lost
significant amount of its value in years past.  Through the third
quarter of 2013, Reno has continued to reduce inventory at a rate
of 19.8 percent and prices are up 28.2 percent compared to the
third quarter of 2012.

#4 - Fort Lauderdale, FL Still down 13.8 percent this quarter
compared to year-ago levels, Fort Lauderdale's inventory shortfall
has lit a fire this year under once-lagging prices.  As
inventories remained flat in recent months, prices in Fort
Lauderdale have risen in the third quarter of 2013.  The region is
entering a more buyer-leaning marketplace, with reports of sellers
in Fort Lauderdale offering incentives to purchase, such as seller
contributions to buyers' closing costs and allowances for upgrades
and renovations.

#5 - Ann Arbor, MI Known primarily as the home of the University
of Michigan, this smaller market just missed the top 10 ranking
last quarter.  Ann Arbor scored in the top 20th percentile among
146 markets in three of the most critical areas: size of
inventory, price gains and age of inventory.  Together, these
metrics almost entirely define a market's turnaround potential.
While an improving economy is part of the reason, a shrinking
inventory of homes has put upward pressure on price.

#6 - Dallas, TX Another newcomer to the top 10 list, Dallas is one
of those markets that did not rise much during the housing boom
and did not fall very far either.  Its path to recovery has not
been very steep at all, and as a result Dallas has rebounded more
easily than some markets.

Inventories rose in the third quarter of 2013 by 3.1 percent
compared to the previous quarter, and down 15.72 percent year-
over-year, as prices have risen, 10.6 percent over the third
quarter of 2012.  The seasonal inventory rise as the buying season
ends could indeed have a dampening effect on prices.

#7 - West Palm Beach-Boca Raton, FL Even though they are two of
the wealthiest resort areas in the country, West Palm Beach and
Boca Raton have had their share of challenges during the housing
crash, not to mention Florida's struggles with foreclosures.
However, the West Palm-Boca market has taken the critical first
step toward recovery.

While year-on-year inventory fell 20.7 percent in the third
quarter of 2013, inventory counts fell 13.3 percent from the
previous quarter, a sign that sellers are responding to higher
prices and soon inventories will register positive gains.  More
houses lagging on the market in the slower fall and winter seasons
could bring prices quickly under control and see this MSA find its
own equilibrium in pace with the rest of the country.

#8 - Boston-Worcester-Lawrence-Lowell-Brockton, MA-NH (MA) The
greater Boston marketplace is a mainstay of the nation's
healthiest real estate economies.  Like Dallas and Ann Arbor, it
was less seriously hampered by the housing crash of recent years.
With the median list price at $344,900 in the third quarter of
2013, Boston is also one of the wealthier markets in the nation.
However, like many markets that suffered greatly at the hands of
foreclosures, Boston has cut its inventory deeply in recent years,
earning fourth place in terms of inventory reduction during the
third quarter of 2013.

Affordability was a serious issue in many Boston-area communities
before the housing crash and now tight inventories have helped
push median sales prices up 9.5 percent year over year in the
third quarter.

#9 - Boulder-Longmont, CO Tight inventory is also Boulder's secret
to landing on this quarter's top turnaround towns list.  It
trimmed its inventory of homes for sale by 18.1 percent compared
to the third quarter of last year and ranked 7th in the nation for
declining age of inventory.

Boulder's already-thin housing supply was stretched further when
heavy rains fell on the eastern slope of the Rockies in September,
causing massive flooding in Boulder and El Paso Counties.
However, Boulder's relative health is worth remembering, and its
likely quick return to its equalized buyer-seller home buying
marketplace is anticipated for later this year.

#10 - Las Vegas, NV-AZ (NV) Las Vegas was often cited as ground
zero for the housing boom and bust. Despite progress over the past
several years, nearly half of Las Vegas homeowners are said to
still be underwater on their mortgages.

As of the third quarter of 2013, the median list price at $169,900
was up 11.0 percent from $153,000 in the second quarter, and up
30.8 percent from $129,900 one year ago.  In Las Vegas, the
pendulum has been swinging in a positive direction long enough to
qualify it for the list of top turnaround towns, ranking 7th in
price increases and 12th in inventory decline.  Further, the pace
of decline in age of inventory -- down 23.5 percent compared to
year-ago levels -- places it within the top 25 percent of markets
in the country -- a clear sign of favorable momentum.

                        About realtor.com(R)

Operated by Move, Inc., realtor.com(R) helps connect people with
the content, tools and expertise they need to find their perfect
home. As the official website of the National Association of
REALTORS(R), realtor.com(R) empowers consumers to make the
smartest decisions when it comes to finding a home by leveraging
direct connections with more than 800 MLSs to deliver the most
accurate and up-to-date listing information in neighborhoods
across the country, and by making timely and meaningful
connections between consumers and REALTORS(R).  Whether through
desktop, mobile, or tablet versions, realtor.com(R) is where home
happens.


* Recent Small-Dollar & Individual Chapter 11 Filings
-----------------------------------------------------

In re Advanced, Inc.
        dba Progreen Building Maintenance
   Bankr. C.D. Cal. Case No. 13-18689
     Chapter 11 Petition filed October 22, 2013
         See http://bankrupt.com/misc/cacb13-18689.pdf
         represented by: John H. Bauer, Esq.
                         FINANCIAL RELIEF LEGAL ADVOCATES, INC.
                         E-mail: johnbhud@aol.com

In re Rosana Gauna
   Bankr. N.D. Cal. Case No. 13-32320
      Chapter 11 Petition filed October 22, 2013

In re RI Lipman Realty LLC
   Bankr. S.D. Fla. Case No. 13-35333
     Chapter 11 Petition filed October 22, 2013
         See http://bankrupt.com/misc/flsb13-35333.pdf
         represented by: Julie E. Hough, Esq.
                         POLENBERG, COOPER, SAUNDERS, & RIESBERG
                         E-mail: jhough@polenbergcooper.com

In re Worcester RE Investments, LLC
   Bankr. D. Mass. Case No. 13-42681
     Chapter 11 Petition filed October 22, 2013
         See http://bankrupt.com/misc/mab13-42681.pdf
         represented by: James P. Ehrhard, Esq.
                         EHRHARD & ASSOCIATES, P.C.
                         E-mail: ehrhard@ehrhardlaw.com

In re Laurel Pond Resort Condominium Association
   Bankr. D.N.J. Case No. 13-33067
     Chapter 11 Petition filed October 22, 2013
         See http://bankrupt.com/misc/njb13-33067.pdf
         Filed as Pro Se

In re John Petruski
   Bankr. D.N.J. Case No. 13-33079
      Chapter 11 Petition filed October 22, 2013

In re LWM Equipment Rental, LLC
   Bankr. N.D. Tex. Case No. 13-44791
     Chapter 11 Petition filed October 22, 2013
         See http://bankrupt.com/misc/txnb13-44791.pdf
         represented by: Joyce W. Lindauer, Esq.
                         JOYCE W. LINDAUER, ATTORNEY AT LAW
                         E-mail: courts@joycelindauer.com

In re Lilia Murray
   Bankr. S.D. Tex. Case No. 13-70547
      Chapter 11 Petition filed October 22, 2013

In re Ralph Patrick
   Bankr. S.D. Ala. Case No. 13-03750
      Chapter 11 Petition filed October 23, 2013

In re Fred Hand
   Bankr. C.D. Cal. Case No. 13-27475
      Chapter 11 Petition filed October 23, 2013

In re Rodrigo Romero
   Bankr. E.D. Cal. Case No. 13-16879
      Chapter 11 Petition filed October 23, 2013

In re Maria Permito
   Bankr. N.D. Cal. Case No. 13-32326
      Chapter 11 Petition filed October 23, 2013

In re William Mullis
   Bankr. M.D. Fla. Case No. 13-14045
      Chapter 11 Petition filed October 23, 2013

In re Jorge Garcia
   Bankr. S.D. Fla. Case No. 13-35454
      Chapter 11 Petition filed October 23, 2013

In re Jessie Leon
   Bankr. S.D. Fla. Case No. 13-35481
      Chapter 11 Petition filed October 23, 2013

In re Rafael Aurrecoechea, D.D.S., P.A.
   Bankr. S.D. Fla. Case No. 13-35493
     Chapter 11 Petition filed October 23, 2013
         See http://bankrupt.com/misc/flsb13-35493.pdf
         represented by: David S. Abrams, Esq.
                         ABRAMS & ABRAMS, P.A.
                         E-mail: salvador@abramslaw.cc

In re Carolyn Duetsch
   Bankr. N.D. Ill. Case No. 13-41384
      Chapter 11 Petition filed October 23, 2013

In re Kessler/Hinsdale, LLC
   Bankr. N.D. Ill. Case No. 13-41467
     Chapter 11 Petition filed October 23, 2013
         See http://bankrupt.com/misc/ilnb13-41467.pdf
         represented by: John A. Haderlein, Esq.
                         LAW OFFICES OF JOHN HADERLEIN, ESQ.
                         E-mail: schmada@yahoo.com

In re Courtney Odum-Duncan
   Bankr. D. Md. Case No. 13-27936
      Chapter 11 Petition filed October 23, 2013

In re Maureen Lenahan
   Bankr. D.N.J. Case No. 13-33173
      Chapter 11 Petition filed October 23, 2013

In re Why Bake, Inc.
        aka Mr. Tod's Pies
   Bankr. D.N.J. Case No. 13-33138
     Chapter 11 Petition filed October 23, 2013
         See http://bankrupt.com/misc/njb13-33138.pdf
         represented by: Barry W. Frost, Esq.
                         TEICH GROH
                         E-mail: bfrost@teichgroh.com

In re HFIG Old Bridge LLC
   Bankr. D.N.J. Case No. 13-33174
     Chapter 11 Petition filed October 23, 2013
         See http://bankrupt.com/misc/njb13-33174.pdf
         represented by: David S. Catuogno, Esq.
                         FORMAN HOLT ELIADES & YOUNGMAN, LLC
                         E-mail: dcatuogno@formanlaw.com

In re First Time Realty II Corp.
   Bankr. E.D.N.Y. Case No. 13-46361
     Chapter 11 Petition filed October 23, 2013
         See http://bankrupt.com/misc/nyeb13-46361.pdf
         Filed as Pro Se

In re FX Concepts, LLC
   Bankr. S.D.N.Y. Case No. 13-13446
     Chapter 11 Petition filed October 23, 2013
         See http://bankrupt.com/misc/nysb13-13446.pdf
         represented by: Henry P. Baer, Jr., Esq.
                         FINN DIXON & HERLING, LLP
                         E-mail: hbaer@fdh.com

In re 531 Franklin Street Revocable Trust
   Bankr. W.D.N.Y. Case No. 13-12838
     Chapter 11 Petition filed October 23, 2013
         See http://bankrupt.com/misc/nywb13-12838.pdf
         represented by: Robert B. Gleichenhaus, Esq.
                         GLEICHENHAUS, MARCHESE & WEISHAAR, P.C.
                         E-mail: RBG_GMF@hotmail.com

In re Tavo, LLC
   Bankr. M.D.N.C. Case No. 13-11404
     Chapter 11 Petition filed October 23, 2013
         See http://bankrupt.com/misc/ncmb13-11404.pdf
         represented by: David F. Meschan, Esq.
                         DAVID F. MESCHAN, PLLC
                         E-mail: dmeschan@meschanlaw.com

In re Cord Real Estate, LLC
   Bankr. S.D. Ohio Case No. 13-14881
     Chapter 11 Petition filed October 23, 2013
         See http://bankrupt.com/misc/ohsb13-14881.pdf
         represented by: William B. Fecher, Esq.
                         STATMAN, HARRIS & EYRICH, LLC
                         E-mail: wbfecher@statmanharris.com

In re People "R" Us
   Bankr. E.D. Pa. Case No. 13-19194
     Chapter 11 Petition filed October 23, 2013
         See http://bankrupt.com/misc/paeb13-19194.pdf
         represented by: Thomas D. Kenny, Esq.
                         KMKM LAW GROUP, P.C.
                         E-mail: TKENNY@KMKMLAW.com

In re Miller Penn Development, LLC
   Bankr. W.D. Pa. Case No. 13-24468
     Chapter 11 Petition filed October 23, 2013
         See http://bankrupt.com/misc/pawb13-24468.pdf
         represented by: Christopher M. Frye, Esq.
                         STEIDL & STEINBERG
                         E-mail: chris.frye@steidl-steinberg.com
In re Bobby Allen
   Bankr. W.D. Ark. Case No. 13-73566
      Chapter 11 Petition filed October 24, 2013

In re Kourosh Emami
   Bankr. C.D. Cal. Case No. 13-18789
      Chapter 11 Petition filed October 24, 2013

In re Ramon Blanco
   Bankr. C.D. Cal. Case No. 13-35907
      Chapter 11 Petition filed October 24, 2013

In re O'Reilly's Irish Bar & Restaurant, Inc.
   Bankr. N.D. Cal. Case No. 13-32332
     Chapter 11 Petition filed October 24, 2013
         See http://bankrupt.com/misc/canb13-32332.pdf
         represented by: Terrell S. Root, Esq.
                         LAW OFFICES OF JAMES M. SULLIVAN
                         E-mail: tracy@jsullinc.com

In re Neil Raymond
   Bankr. D. Mass. Case No. 13-16214
      Chapter 11 Petition filed October 24, 2013

In re Neil Raymond
   Bankr. D. Mass. Case No. 13-42695
      Chapter 11 Petition filed October 24, 2013

In re North American Coil Co.
   Bankr. E.D. Mich. Case No. 13-59583
     Chapter 11 Petition filed October 24, 2013
         See http://bankrupt.com/misc/mieb13-59583.pdf
         represented by: Gerald L. Decker, Esq.
                         E-mail: gldeckerlaw@aol.com

In re Mark Drake
   Bankr. E.D. Mo. Case No. 13-49718
      Chapter 11 Petition filed October 24, 2013

In re Douglas Miller
   Bankr. D. Mont. Case No. 13-61417
      Chapter 11 Petition filed October 24, 2013

In re Andres Gonzalez
   Bankr. D.N.J. Case No. 13-33263
      Chapter 11 Petition filed October 24, 2013

In re Eleanor Stellwag
   Bankr. D.N.J. Case No. 13-33267
      Chapter 11 Petition filed October 24, 2013

In re Zotar 14201 Ltd., General Partner for 488-490 L.P.
   Bankr. W.D.N.Y. Case No. 13-12848
     Chapter 11 Petition filed October 24, 2013
         See http://bankrupt.com/misc/nywb13-12848.pdf
         represented by: Daniel E. Wisniewski, Esq.
                         E-mail: dwisniewski2@verizon.net

In re Ohio Scrap Corporation
   Bankr. N.D. Ohio Case No. 13-34441
     Chapter 11 Petition filed October 24, 2013
         See http://bankrupt.com/misc/ohnb13-34441.pdf
         represented by: Robert J. Fedor, Jr., Esq.
                         ROBERT J. FEDOR, ESQ., LLC
                         E-mail: rjfedor@fedortax.com

In re Edward Coker
   Bankr. W.D. Pa. Case No. 13-24488
      Chapter 11 Petition filed October 24, 2013

In re Buhler-Freeman Management, LLC
   Bankr. M.D. Tenn. Case No. 13-09260
     Chapter 11 Petition filed October 24, 2013
         See http://bankrupt.com/misc/tnmb13-09260.pdf
         represented by: Glen C. Watson, III, Esq.
                         DESHA WATSON, PLLC
                         E-mail: bknotice@deshalaw.com

In re Hacienda Guanajuato, Inc.
        dba Hacienda Guanajuato Mexican Restaurant
   Bankr. S.D. Tex. Case No. 13-36574
     Chapter 11 Petition filed October 24, 2013
         See http://bankrupt.com/misc/txsb13-36574.pdf
         represented by: Calvin C. Braun, Esq.
                         ORLANDO & BRAUN, LLP
                         E-mail: calvinbraun@orlandobraun.com

In re La Finca Cinco Ranch, Inc.
        dba La Finca Mexican Restaurant
   Bankr. S.D. Tex. Case No. 13-36575
     Chapter 11 Petition filed October 24, 2013
         See http://bankrupt.com/misc/txsb13-36575.pdf
         represented by: Calvin C. Braun, Esq.
                         ORLANDO & BRAUN, LLP
                         E-mail: calvinbraun@orlandobraun.com

In re La Finca Cinco Uno, Inc.
        dba La Finca Mexican Restaurant
   Bankr. S.D. Tex. Case No. 13-36576
     Chapter 11 Petition filed October 24, 2013
         See http://bankrupt.com/misc/txsb13-36576.pdf
         represented by: Calvin C. Braun, Esq.
                         ORLANDO & BRAUN, LLP
                         E-mail: calvinbraun@orlandobraun.com

In re La Finca Cinco III, Inc.
        dba La Finca Mexican Restaurant
   Bankr. S.D. Tex. Case No. 13-36585
     Chapter 11 Petition filed October 24, 2013
         See http://bankrupt.com/misc/txsb13-36585.pdf
         represented by: Calvin C. Braun, Esq.
                         ORLANDO & BRAUN, LLP
                         E-mail: calvinbraun@orlandobraun.com

In re Syal & Sons, LLC
        dba Fish Place
   Bankr. S.D. Tex. Case No. 13-36586
     Chapter 11 Petition filed October 24, 2013
         See http://bankrupt.com/misc/txsb13-36586.pdf
         represented by: Calvin C. Braun, Esq.
                         ORLANDO & BRAUN, LLP
                         E-mail: calvinbraun@orlandobraun.com

In re Key Elements, LLC
   Bankr. E.D. Va. Case No. 13-73994
     Chapter 11 Petition filed October 24, 2013
         See http://bankrupt.com/misc/vaeb13-73994.pdf
         represented by: Lawrence H. Glanzer, Esq.
                         ROUSSOS, LASSITER, GLANZER & BARNHART
                         E-mail: glanzer@rlglegal.com

In re John Sprouse
   Bankr. W.D. Wash. Case No. 13-19405
      Chapter 11 Petition filed October 24, 2013
In re Kirk Bonner
   Bankr. D. Ariz. Case No. 13-18708
      Chapter 11 Petition filed October 25, 2013

In re Madera Roofing, Inc.
   Bankr. E.D. Cal. Case No. 13-16954
     Chapter 11 Petition filed October 25, 2013
         See http://bankrupt.com/misc/caeb13-16954.pdf
         represented by: Eric J. Fromme, Esq.
                         RUTAN & TUCKER, LLP

In re Airport Fuel Enterprises, Inc.
   Bankr. M.D. Fla. Case No. 13-13165
     Chapter 11 Petition filed October 25, 2013
         See http://bankrupt.com/misc/flmb13-13165.pdf
         represented by: Kevin E. Mangum, Esq.
                         MANGUM & ASSOCIATES, P.A.
                         E-mail: kevin@mangum-law.com

In re Joseph De La Garza
   Bankr. M.D. Fla. Case No. 13-14156
      Chapter 11 Petition filed October 25, 2013

In re The Physical Therapy Network, LLC
   Bankr. D. Mass. Case No. 13-16253
     Chapter 11 Petition filed October 25, 2013
         See http://bankrupt.com/misc/mab13-16253.pdf
         represented by: Gary W. Cruickshank, Esq.
                         LAW OFFICE OF GARY W. CRUICKSHANK
                         E-mail: gwc@cruickshank-law.com

In re Clean Room Services, Inc.
   Bankr. D. Mass. Case No. 13-16254
     Chapter 11 Petition filed October 25, 2013
         See http://bankrupt.com/misc/mab13-16254.pdf
         represented by: Darren J. Rillovick, Esq.
                         PORTNOY & GREENE
                         E-mail: drillovick@portnoygreene.com

In re Weaam Nocha
   Bankr. E.D. Miss. Case No. 13-59673
      Chapter 11 Petition filed October 25, 2013

In re Michael Walby
   Bankr. E.D.N.Y. Case No. 13-46417
      Chapter 11 Petition filed October 25, 2013

In re Demar Jonkin, Inc.
        aka Wantagh Bootery
   Bankr. E.D.N.Y. Case No. 13-75421
     Chapter 11 Petition filed October 25, 2013
         See http://bankrupt.com/misc/nyeb13-75421.pdf
         Filed as Pro Se

In re DragonFire, Inc.
        dba DragonFire Japanese Steakhouse
   Bankr. W.D. Pa. Case No. 13-24517
     Chapter 11 Petition filed October 25, 2013
         See http://bankrupt.com/misc/pawb13-24517.pdf
         represented by: Donald R. Calaiaro, Esq.
                         CALAIARO & CORBETT, P.C.
                         E-mail: dcalaiaro@calaiarocorbett.com

In re Charles Finley
   Bankr. W.D. Tenn. Case No. 13-31629
      Chapter 11 Petition filed October 25, 2013

In re Kenneth Sliger
   Bankr. W.D. Wash. Case No. 13-19444
      Chapter 11 Petition filed October 25, 2013

In re JM Doucette LLC
   Bankr. W.D.N.Y. Case No. 13-12878
     Chapter 11 Petition filed October 27, 2013
         See http://bankrupt.com/misc/nywb13-12878.pdf
         represented by: Matthew Allen Lazroe, Esq.
                         LAW OFFICE OF MATTHEW ALLEN LAZROE
                         E-mail: lazroebankruptcy@gmail.com

In re Southwest Holdings Group, Inc.
        dba Deer Valley Mechanical
            Peterson Air Care & Home Services
   Bankr. D. Ariz. Case No. 13-18780
     Chapter 11 Petition filed October 28, 2013
         See http://bankrupt.com/misc/azb13-18780.pdf
         represented by: Thomas G. Luikens, Esq.
                         AYERS & BROWN, P.C.
                         E-mail: Thomas.Luikens@azbar.org

In re Richard James O'Linn, II
   Bankr. C.D. Cal. Case No. 13-16842
     Chapter 11 Petition filed October 28, 2013
         See http://bankrupt.com/misc/cacb13-16842.pdf
         represented by: Daniel Lucid, Esq.
                         LUCID LAW, PLC
                         E-mail: dan.lucid@lucidslaw.com

In re Keane Entertainment, LLC
   Bankr. C.D. Cal. Case No. 13-36126
     Chapter 11 Petition filed October 28, 2013
         See http://bankrupt.com/misc/cacb13-36126.pdf
         Filed as Pro Se


In re Hennecold Storage, Inc.
   Bankr. M.D. Fla. Case No. 13-14242
     Chapter 11 Petition filed October 28, 2013
         See http://bankrupt.com/misc/flmb13-14242.pdf
         represented by: Alberto F. Gomez, Jr., Esq.
                         MORSE & GOMEZ, P.A.
                         E-mail: algomez@morsegomez.com

In re Copenhaver, Inc.
        dba W.M. Putnam Company
   Bankr. C.D. Ill. Case No. 13-72052
     Chapter 11 Petition filed October 28, 2013
         See http://bankrupt.com/misc/ilcb13-72052.pdf
         represented by: Matthew McClintock, Esq.
                         GOLDSTEIN & MCCLINTOCK, LLLP
                         E-mail: mattm@restructuringshop.com

In re B & F TECHNICAL CODE SERVICES, INC
   Bankr. N.D. Ill. Case No. 13-42049
     Chapter 11 Petition filed October 28, 2013
         See http://bankrupt.com/misc/ilnb13-42049.pdf
         represented by: Mansoor H. Ansari, Esq.
                         ANSARI TAX LAW FIRM
                         E-mail: ansarimansoor@hotmail.com

In re 8103 S. Halsted, Inc.
   Bankr. N.D. Ill. Case No. 13-42077
     Chapter 11 Petition filed October 28, 2013
         See http://bankrupt.com/misc/ilnb13-42077.pdf
         represented by: Mansoor H. Ansari, Esq.
                         ANSARI TAX LAW FIRM
                         E-mail: ansarimansoor@hotmail.com

In re Alfredo Del Real
   Bankr. D. Nev. Case No. 13-19060
      Chapter 11 Petition filed October 28, 2013

In re Heli USA Airways, Inc.
   Bankr. D. Nev. Case No. 13-19083
     Chapter 11 Petition filed October 28, 2013
         See http://bankrupt.com/misc/nvb13-19083.pdf
         represented by: Ambrish S. Sidhu, Esq.
                         SIDHU LAW FIRM
                         E-mail: asidhu@sidhulawfirm.com

In re Cafe Alta 21 Inc.
   Bankr. E.D.N.Y. Case No. 13-46491
     Chapter 11 Petition filed October 28, 2013
         See http://bankrupt.com/misc/nyeb13-46491.pdf
         represented by: Shiqing Yue, Esq.
                         E-mail: y__s_@hotmail.com

In re Supreme Energy, LLC
   Bankr. N.D.N.Y. Case No. 13-31886
     Chapter 11 Petition filed October 28, 2013
         See http://bankrupt.com/misc/nynb13-31886.pdf
         represented by: Michael J. Balanoff, Esq.
                         BOUSQUET HOLSTEIN, PLLC
                         E-mail: mbalanoff@bhlawpllc.com

In re Joshua Ct. LLC
   Bankr. S.D.N.Y. Case No. 13-23772
     Chapter 11 Petition filed October 28, 2013
         See http://bankrupt.com/misc/nysb13-23772.pdf
         Filed as Pro Se

In re Rodolfo Camilo
   Bankr. S.D.N.Y. Case No. 13-23774
      Chapter 11 Petition filed October 28, 2013

In re Niagara Street Properties, LTD
   Bankr. W.D.N.Y. Case No. 13-12907
     Chapter 11 Petition filed October 28, 2013
         See http://bankrupt.com/misc/nywb13-12907.pdf
         represented by: Robert B. Gleichenhaus, Esq.
                         GLEICHENHAUS, MARCHESE & WEISHAAR, P.C.
                         E-mail: RBG_GMF@hotmail.com

In re 760 Seneca St. Inc.
   Bankr. W.D.N.Y. Case No. 13-12925
     Chapter 11 Petition filed October 28, 2013
         See http://bankrupt.com/misc/nywb13-12925.pdf
         represented by: James M. Joyce, Esq.
                         E-mail: jmjoyce@lawyer.com

In re Seneca/Park Corp.
   Bankr. W.D.N.Y. Case No. 13-12926
     Chapter 11 Petition filed October 28, 2013
         See http://bankrupt.com/misc/nywb13-12926.pdf
         represented by: James M. Joyce, Esq.
                         E-mail: jmjoyce@lawyer.com

In re Edgmont Country Club
   Bankr. E.D. Pa. Case No. 13-19359
     Chapter 11 Petition filed October 28, 2013
         See http://bankrupt.com/misc/paeb13-19359.pdf
         represented by: Aris J. Karalis, Esq.
                         MASCHMEYER KARALIS P.C.
                         E-mail: akaralis@cmklaw.com

In re Griffy Motor Company, LLC
   Bankr. M.D. Tenn. Case No. 13-09375
     Chapter 11 Petition filed October 28, 2013
         See  http://bankrupt.com/misc/tnmb13-09375.pdf
         represented by: Roy C. Desha, Jr., Esq.
                         DESHA WATSON, PLLC
                         E-mail: bknotice@deshalaw.com

In re Suppies, Inc.
        dba Merit Florist
            Tucker's Florist
            Suppies
   Bankr. S.D. Tex. Case No. 13-36616
     Chapter 11 Petition filed October 28, 2013
         See http://bankrupt.com/misc/txsb13-36616.pdf
         represented by: Matthew Brian Probus, Esq.
                         WAUSON PROBUS
                         E-mail: mbprobus@w-plaw.com

In re Burning Bush, LLC
   Bankr. E.D. Va. Case No. 13-35821
     Chapter 11 Petition filed October 28, 2013
         See http://bankrupt.com/misc/vaeb13-35821.pdf
         represented by: Lee Robert Arzt, Esq.
                         LEE ROBERT ARZT, ATTORNEY-AT-LAW
                         E-mail: Arztlaw@aol.com

In re Sid Bhatti Sid's Tire, Auto and Muffler, LLC
        dba Sid Bhatti
   Bankr. W.D. Wis. Case No. 13-15239
     Chapter 11 Petition filed October 28, 2013
         See http://bankrupt.com/misc/wiwb13-15239.pdf
         represented by: Guy K. Fish, Esq.
                         FISH LAW OFFICES
                         E-mail: guyfish@fishlawoffices.com



                            *********

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.
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