TCR_Public/131111.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Monday, November 11, 2013, Vol. 17, No. 313


                            Headlines

AEMETIS INC: Inks Waiver Agreement with Third Eye
ALLIED IRISH: Raises EUR500 Million in Term Funding
AMERICAN ORIENTAL: Has $12.84-Mil. Net Loss in Q2 Ended June 30
ASPEN GROUP: David Garrity Quits as EVP Corporate Development
BLOCKBUSTER INC: Dish Network to Close Remaining U.S. Stores

BOREAL WATER: Files Amendment No. 3 to the 2012 Form 10-K
BOREAL WATER: Files 2nd Amendment to Q3 2012 Report
BUILDERS FIRSTSOURCE: Files Form 10-Q, Posts $12.8MM Income in Q3
CAMCO FINANCIAL: FDIC Terminates Bank Consent Order
CLUB AT SHENANDOAH: Cash Collateral Hearing Continued to Dec. 3

COMSTOCK MINING: Reports $6.6 Million of Mining Revenue in Q3
CROWN MEDIA: Posts $10 Million Net Income in Third Quarter
DEEP PHOTONICS: Bankruptcy Case Converted to Chapter 7 Liquidation
DESIGNLINE CORP: Richards Layton Approved as Bankruptcy Co-Counsel
ECO BUILDING: Incurs $24.6 Million Net Loss in Fiscal 2013

ECOTALITY INC: Has Approval for $1.25-Mil. DIP Loan From Nissan
ECOTALITY INC: Committee, UST Object to Incentive Program
ECOTALITY INC: Court OKs Sale of Assets to Three Separate Bidders
ECOTALITY INC: Hires FTI as Crisis Managers and Fin'l Advisor
EDENOR SA: Closes Sale of Interests in Empresa for AR$55.6-Mil.

EDISON MISSION: Addressed UST's Concerns on Plan Sponsor Deal
EWGS INTERMEDIARY: Court Enters Joint Administration Order
EWGS INTERMEDIARY: Hires Epiq as Claims & Noticing Agent
EXIDE TECHNOLOGIES: Jan 31 Bar Date for Personal Injury Claims
GROEB FARMS: U.S. Trustee Names 5-Member Creditors' Panel

GROEB FARMS: Court Schedules Nov. 21 Disclosure Statement Hearing
GROEB FARMS: Has Interim OK to Hire Foley & Lardner as Counsel
JEFFERSON COUNTY, AL: Confirmation Hearing Continued to Nov. 20
KPNQWEST: CenturyLink Provides Update on Settlement
LANDAUER HEALTH: Wants Lease Decision Period Extended to March 14

LEHMAN BROTHERS: Says Freddie Mac's $1.2BB Claim "Unsecured"
LEHMAN BROTHERS: CarVal Failed in Bid for Turnover of Documents
LEHMAN BROTHERS: Settles Swap Deal Disputes With ABS LIBOR
LEHMAN BROTHERS: Sues Giants Stadium Over Cancelled Swap Contracts

LIQUIDMETAL TECHNOLOGIES: Expects to Arbitrate Dispute with VPC
MACROSOLVE INC: Incurs $121,000 Net Loss in Third Quarter
METRO FUEL: Committee Wants Co-Exclusive Rights to File Plan
METRO FUEL: Court OKs Stipulated Order on NYCB's Conversion Motion

MF GLOBAL: SIPC Applauds Trustee on Return of Customer Property
MF GLOBAL: CME Unveils Agreements to Expedite Customer Payments
MOBILESMITH INC: Sells Add'l $130,000 Convertible Note
MORGANS HOTEL: Yucaipa Plans to Make $8 Per Share Buyout Proposal

NATIONAL HOLDINGS: Bryant Riley Held 6.3% Stake at Oct. 24
OHANA GROUP: Asks Court to Expand Scope of Krikorian Engagement
OPTA MINERALS: In Process of Amending Certain Bank Covenant Ratios
OVERLAND STORAGE: Inks Pact to Acquire Tandberg Data

PACIFIC GOLD: Asher Enterprises Held 9.9% Stake as of Nov. 1
PATRIOT COAL: Gets Authorization to Proceed with Rights Offering
QUEEN ELIZABETH: Opposes Dismissal, Touts "Good Faith" Filing
REEVES DEVELOPMENT: IberiaBank Opposes Bid to Use Cash Collateral

RESIDENTIAL CAPITAL: Plan Objections Filed Ahead of Nov 19 Hearing
RESIDENTIAL CAPITAL: Proponents File Plan Supplement Exhibits
RESIDENTIAL CAPITAL: Wants to Approve GMACM and GVC Settlement
RESIDENTIAL CAPITAL: May Pay $2-Mil. Bonus to Lewis Kruger

RESIDENTIAL CAPITAL: MoFo's Lampe Walled Off From Ch.11 Case
SANTEON GROUP: Divests eBenefits Network Business for $500,000
SINO-FOREST CORP: Nov. 18 Settlement Approval Order Hearing Set
STRATUS MEDIA: Board Elects Two New Directors

TRANSGENOMIC INC: LeRoy Kopp Held 16.1% Stake as of Oct. 25
VELTI INC: Employs BMC Group as Claims & Noticing Agent
VERMILLION INC: Won't Nominate Two Directors at Annual Meeting
ZOGENIX INC: Posts $10.85-Mil. Net Loss in Sept. 30 Quarter

* BOND PRICING -- For Week From Oct. 28 to Nov. 1


                            *********


AEMETIS INC: Inks Waiver Agreement with Third Eye
-------------------------------------------------
Aemetis, Inc., and its wholly-owned subsidiaries Aemetis Advanced
Fuels Keyes, Inc., and Aemetis Facility Keyes, Inc., entered into
a Limited Waiver and Amendment No. 6 to Amended and Restated Note
Purchase Agreement with Third Eye Capital Corporation, as agent
for the noteholders who are a party thereto.  Amendment No. 6
amends the Amended and Restated Note Purchase Agreement, dated
July 6, 2012, among the Company, Administrative Agent and Lenders.

Pursuant to Amendment No. 6, the Administrative Agent, on behalf
of the Lenders, agreed to waive the following covenants under the
Credit Agreement: (i) the delivery to the Administrative Agent of
the independent crush margin and EBITDA calculation, and of
feedstock procurement quotes from independent commodity trading
houses; and (ii) Borrower's sale of certain equipment to a third
party.  Both obligations in (i) will now be completed as part of
the consulting agreement between the Administrative Agent and FTI
Consulting Inc, at the sole expense of the Borrowers.  The
proceeds from the sale transaction in (ii) will be wired to the
Administrative Agent within two business days of receipt by
Borrowers of the equipment sale proceeds of approximately
$631,623.

Pursuant to Amendment No.6, the parties agree to amend the Credit
Agreement, among others, as follows: (i) extension of each of the
Acquisition Notes Stated Maturity Date, Existing Notes Stated
Maturity Date, Revenue Participation Notes Stated Maturity Date ,
and Revolving Note Stated Maturity Date, which is July 6, 2014,
for one additional period of six months upon written notice to the
Administrative Agent provided no Event of Default has occurred and
payment by the Borrowers to the Administrative Agent of an
extension fee in cash in an amount equal to 3 percent of the Notes
Indebtedness in respect of each note; (ii) waive the Free Cash
Flow requirement for the quarter ended March 31, 2014, (iii)
require the Borrower to obtain a national market listing by
Dec. 31, 2013; (iv) the order in which payments are applied to the
principal outstanding under the Notes in accordance with the
Principal Waterfall; and (v) modified the meaning and terms of  
the Principal Waterfall.

In consideration for Amendment No. 6, the Borrowers agreed to pay
the Lenders: (i) waiver and amendment fee of $500,000 which will
be added to the outstanding principal balance of the Revolving
Notes; and (ii) a waiver and amendment fee by issuance of one (1)
million shares of common stock of the Company.  Should the
Borrower be unable to obtain a national market listing by Dec. 31,
2013, the Borrower agreed to issue to the Lenders an additional
one (1) million shares of common stock of the Company.

A copy of the Amendment No. 6 is available for free at:

                        http://is.gd/hLeQyN

                           About Aemetis

Cupertino, Calif.-based Aemetis, Inc., is an international
renewable fuels and specialty chemical company focused on the
production of advanced fuels and chemicals and the acquisition,
development and commercialization of innovative technologies that
replace traditional petroleum-based products and convert first-
generation ethanol and biodiesel plants into advanced
biorefineries.

McGladrey LLP, in Des Moines, Iowa, expressed substantial doubt
about Aemetis, Inc.'s ability to continue as a going concern
following the annual results for the year ended Dec. 31, 2012.
The independent auditors noted that the Company has suffered
recurring losses from operations and its cash flows from
operations are not sufficient to cover debt service requirements.

The Company reported a net loss of $4.3 million on $189.0 million
of revenues in 2012, compared with a net loss of $18.3 million on
$141.9 million of revenues in 2011.  As of June 30, 2013, the
Company had $96.54 million in total assets, $107.01 million in
total liabilities, and a $10.47 million total stockholders'
deficit.


ALLIED IRISH: Raises EUR500 Million in Term Funding
---------------------------------------------------
Allied Irish Banks, p.l.c. has agreed a EUR500 million two year
floating rate bilateral term funding transaction through BofA,
Merrill Lynch and Deutsche Bank, secured by a high quality
portfolio of Irish credit card receivables.

This is the first transaction of its kind for an Irish Bank and
establishes a structure which is expected to provide a stable
source of cost effective funding into the future.  It is
consistent with AIB's stated strategy to engage with the market in
a balanced and measured manner with a series of well placed,
appropriately structured and priced transactions.

Fergus Murphy, Director of Products at AIB, said, "This
transaction is another step in diversifying AIB's funding base and
will further reduce AIB's reliance on monetary authority funding."

The transaction has no impact on AIB's credit card customers.

                      About Allied Irish Banks

Allied Irish Banks, p.l.c. -- http://www.aibgroup.com/-- is a
major commercial bank based in Ireland.  It has an extensive
branch network across the country, a head office in Dublin and a
capital markets operation based in the International Financial
Services Centre in Dublin.  AIB also has retail and corporate
businesses in the UK, offices in Europe and a subsidiary company
in the Isle of Man and Jersey (Channel Islands).

Since the onset of the global and Irish financial crisis, AIB's
relationship with the Irish Government has changed significantly.

As at Dec. 31, 2010, the Government, through the National Pension
Reserve Fund Commission ("NPRFC"), held 49.9% of the ordinary
shares of the Company (the share of the voting rights at
shareholders' general meetings), 10,489,899,564 convertible non-
voting ("CNV") shares and 3.5 billion 2009 Preference Shares.  On
April 8, 2011, the NPRFC converted the total outstanding amount of
CNV shares into 10,489,899,564 ordinary shares of AIB, thereby
increasing its holding to 92.8% of the ordinary share capital.

In addition to its shareholders' interests, the Government's
relationship with AIB is reflected through formal and informal
oversight by the Minister and the Department of Finance and the
Central Bank of Ireland, representation on the Board of Directors
(three non-executive directors are Government nominees),
participation in NAMA, and otherwise.

The Company reported a loss of EUR2.29 billion in 2011, a loss of
EUR10.16 billion in 2010, and a loss of EUR2.33 billion in 2009.

Allied Irish's consolidated statement of financial position for
the year ended Dec. 31, 2011, showed EUR136.65 billion in total
assets, EUR122.18 billion in total liabilities and EUR14.46
billion in shareholders' equity.

Allied Irish's balance sheet at June 30, 2012, showed EUR129.85
billion in total assets, EUR116.59 billion in total liabilities
and EUR13.26 billion in total shareholders' equity.


AMERICAN ORIENTAL: Has $12.84-Mil. Net Loss in Q2 Ended June 30
---------------------------------------------------------------
American Oriental Bioengineering, Inc., filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q, reporting a net loss of $12.84 million on $20.22 million of
revenues for the three months ended June 30, 2013, compared to a
net loss of $25.77 million on $27.45 million of revenues for the
same period last year.

The Company's balance sheet at June 30, 2013 showed $418.8 million
in total assets, $116.91 million in total liabilities, and
stockholders' equity of $301.89 million.

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

                        http://is.gd/mtdBCc

                      About American Oriental

American Oriental Bioengineering, Inc. -- http://www.bioaobo.com/
-- is a Beijing, China-based, vertically integrated pharmaceutical
company dedicated to improving health through the development,
manufacture and commercialization of a broad range of
pharmaceutical and healthcare products.  A majority of the
Company's current products are manufactured using plant based
materials.  The Company's business is comprised of prescription
pharmaceutical products, over-the-counter pharmaceutical products
and nutraceutical products.


ASPEN GROUP: David Garrity Quits as EVP Corporate Development
-------------------------------------------------------------
David Garrity has resigned as executive vice president, Corporate
Development of Aspen Group, Inc., to pursue other business
interests.  The Board of Directors and Management of the Company
thank Mr. Garrity for his service, wish him well in his endeavors
and may retain his service as a consultant in the future.

In connection with his resignation, the Company agreed to pay Mr.
Garrity three months of severance at the same rate as his current
base salary, or $25,000, payable in accordance with the Company's
standard payroll practices.  The Company agreed that Mr. Garrity's
vested stock options will remain exercisable for the balance of
their respective terms.  Additionally, Mr. Garrity agreed to not
sell any of his shares of common stock or shares of stock
underlying options for six months.

                         About Aspen Group

Denver, Colo.-based Aspen Group, Inc., was founded in Colorado in
1987 as the International School of Information Management.  On
Sept. 30, 2004, it was acquired by Higher Education Management
Group, Inc., and changed its name to Aspen University Inc.  On
May 13, 2011, the Company formed in Colorado a subsidiary, Aspen
University Marketing, LLC, which is currently inactive.  On
March 13, 2012, the Company was recapitalized in a reverse merger.

Aspen's mission is to become an institution of choice for adult
learners by offering cost-effective, comprehensive, and relevant
online education.  Approximately 88 percent of the Company's
degree-seeking students (as of June 30, 2012) were enrolled in
graduate degree programs (Master or Doctorate degree program).
Since 1993, the Company has been nationally accredited by the
Distance Education and Training Council, a national accrediting
agency recognized by the U.S. Department of Education.

The Company reported a net loss of $6.01 million on $2.68 million
of revenues for the year ended Dec. 31, 2012, as compared with a
net loss of $2.13 million on $2.34 million of revenues during the
prior year.  The Company's balance sheet at July 31, 2013, showed
$3.77 million in total assets, $3.96 million in total liabilities
and a $194,085 total stockholders' deficiency.

Salberg & Company, P.A., in Boca Raton, Florida, issued a "going
concern" qualification on the consolidated financial statements
for the transition period ending April 30, 2013.  The independent
auditors noted that the Company has a net loss allocable to common
stockholders and net cash used in operating activities for the
four months ended April 30, 2013, of $1,402,982 and $918,941,
respectively, and has an accumulated deficit of $12,740,086 at
April 30, 2013.  These matters raise substantial doubt about the
Company's ability to continue as a going concern.


BLOCKBUSTER INC: Dish Network to Close Remaining U.S. Stores
------------------------------------------------------------
Martin Peers and Shalini Ramachandran, writing for The Wall Street
Journal, reported that the Blockbuster store, a fixture of many
American neighborhoods for 25 years, will all but disappear in
coming months, the chain's owner, Dish Network Corp., said on
Nov. 6.

According to the report, Dish, which bought the Blockbuster video-
rental chain out of bankruptcy in 2011, said it would close the
roughly 300 remaining stores it owns by early January. About 50
stores in the U.S. operated by franchisees, and more overseas,
will remain open.

The closures, which Dish said will cost the jobs of about 2,800
employees, signal the end of an era in the entertainment industry,
the latest example of how brick-and-mortar chains are being
displaced by digital competitors, the report said.

From its origins in the 1980s, when consumers still considered
renting and watching movies at their own convenience a relative
novelty, Blockbuster grew into a goliath, the report related.  It
had roughly 5,500 stores nationwide as recently as 2005, including
franchised locations.  But the chain's dominance began to erode as
DVDs replaced videocassettes, allowing rivals like Netflix Inc. to
emerge, renting DVDs through the mail. Later, digital delivery
took off, including video-on-demand services offered by cable TV
and on the Web. More recently, Netflix has expanded into streaming
movies and TV shows online, while another rival, Outerwall Inc.'s
Redbox, has rented DVDs through kiosks and expanded into streaming
online.

Blockbuster made various efforts to diversify its business, but
they proved too little, too late, the report further related.  
Several years after Netflix launched its DVD-by-mail business,
Blockbuster followed suit, despite its initial skepticism about
the market's potential.

                      About Blockbuster Inc.

Blockbuster Inc., the movie rental chain with a library of
more than 125,000 titles, along with 12 U.S. affiliates,
initiated Chapter 11 bankruptcy proceedings with a pre-arranged
reorganization plan in Manhattan (Bankr. S.D.N.Y. Case No.
10-14997) on Sept. 23, 2010.  It disclosed assets of $1 billion
and debts of $1.4 billion at the time of the filing.

Martin A. Sosland, Esq., and Stephen Karotkin, Esq., at Weil,
Gotshal & Manges, serve as counsel to the U.S. Debtors.
Rothschild Inc. is the financial advisor.  Alvarez & Marsal is the
restructuring advisor with A&M managing director Jeffery J.
Stegenga as chief restructuring officer.  Kurtzman Carson
Consultants LLC is the claims and notice agent.  The Official
Committee of Unsecured Creditors retained Cooley LLP as its
counsel.

In April 2011, Blockbuster conducted a bankruptcy court-sanctioned
auction for all the assets.  Dish Network Corp. won with an offer
having a gross value of $320 million.  The Debtor changed its name
from Blockbuster Inc. to BB Liquidating Inc. after Dish purchased
all assets, including the trade name.


BOREAL WATER: Files Amendment No. 3 to the 2012 Form 10-K
---------------------------------------------------------
Boreal Water Collection, Inc., filed with the U.S. Securities and
Exchange Commission on Nov. 4, 2013, an amendment no. 3 to the
annual report on Form 10-K for the year ended Dec. 31, 2012.

In the Form 10-K, Patrick Rodgers CPA expressed substantial doubt
about the Company's ability to continue as a going concern, citing
the Company has a minimum cash balance available for payment of
ongoing operating expenses, has experienced losses operations
since inception, and it does not have a source of revenue
sufficient to cover its operating costs.

The Company reported a net loss of $822,902 on $2.68 million of
sales in 2012, compared with a net loss of $1.28 million in 2011.

The Company's balance sheet at Dec. 31, 2012, showed $3.74 million
in total assets, $3.91 million in total liabilities, and
stockholders' deficit of $173,084.

A copy of the Amendment No. 3 to the Form 10-K is available at:

                       http://is.gd/k6a09F

                       About Boreal Water

Kiamesha Lake, N.Y.-based Boreal Water Collection, Inc., is a
personalized bottled water company specializing in premium custom
bottled water.

The Company reported a net loss of $822,902 on $2.7 million of
sales in 2012, compared with a net loss of $1.3 million on
$2.7 million of sales in 2011.  The Company's balance sheet at
June 30, 2013, showed $3.50 million in total assets, $3.94 million
in total liabilities and a $437,292 total stockholders'
deficiency.

In the auditors's report accompanying the consolidated financial
statements for the year ended Dec. 31, 2012, Patrick Rodgers, CPA,
PA, in Altamonte Springs, Florida, expressed substantial doubt
about Boreal Water's ability to continue as a going concern.  Mr.
Rodgers noted that the Company has a minimum cash balance
available for payment of ongoing operating expenses, has
experienced losses operations since inception, and it does not
have a source of revenue sufficient to cover its operating costs.


BOREAL WATER: Files 2nd Amendment to Q3 2012 Report
---------------------------------------------------
Boreal Water Collection, Inc., filed with the U.S. Securities and
Exchange Commission an amendment no. 2 to the Form 10-Q for the
quarter ended Sept. 30, 2012.

In the document, the company reported a net loss of $279,408 on
$779,030 of sales for the three months ended Sept. 30, 2012,
compared to a net loss of $367,706 on $841,381 of sales in Sept.
30, 2011.

The Company's balance sheet at Sept. 30, 2012, showed $3.9 million
in total assets, $3.86 million in total liabilities, and
stockholders' equity of $35,839.

A copy of the Amendment No. 2 to the Form 10-Q is available at:

                       http://is.gd/RAHKNk

                       About Boreal Water

Kiamesha Lake, N.Y.-based Boreal Water Collection, Inc., is a
personalized bottled water company specializing in premium custom
bottled water.

The Company reported a net loss of $822,902 on $2.7 million of
sales in 2012, compared with a net loss of $1.3 million on
$2.7 million of sales in 2011.  The Company's balance sheet at
June 30, 2013, showed $3.50 million in total assets, $3.94 million
in total liabilities and a $437,292 total stockholders'
deficiency.

In the auditors's report accompanying the consolidated financial
statements for the year ended Dec. 31, 2012, Patrick Rodgers, CPA,
PA, in Altamonte Springs, Florida, expressed substantial doubt
about Boreal Water's ability to continue as a going concern.  Mr.
Rodgers noted that the Company has a minimum cash balance
available for payment of ongoing operating expenses, has
experienced losses operations since inception, and it does not
have a source of revenue sufficient to cover its operating costs.


BUILDERS FIRSTSOURCE: Files Form 10-Q, Posts $12.8MM Income in Q3
-----------------------------------------------------------------
Builders Firstsource, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $12.79 million of $402.93 million of sales for the
three months ended Sept. 30, 2013, as compared with a net loss of
$13.56 million on $291.78 million of sales for the same period
during the prior year.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss of $47.22 million on $1.12 billion of sales as compared
with a net loss of $44.80 million of $783.08 million of sales for
the same period during the prior year.

The Company's balance sheet at Sept. 30, 2013, showed
$533.87 million in total assets, $528.41 million in total
liabilities and $5.45 million in total stockholders' equity.

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

                        http://is.gd/Bp5Vui

                    About Builders FirstSource

Headquartered in Dallas, Texas, Builders FirstSource Inc. --
http://www.bldr.com/-- supplies and manufactures building
products for residential new construction.  The Company operates
in nine states, principally in the southern and eastern United
States, and has 55 distribution centers and 51 manufacturing
facilities, many of which are located on the same premises as its
distribution facilities.

Builders FirstSource reported a net loss of $56.85 million in
2012, a net loss of $64.99 million in 2011 and a $95.50 million in
2010.

                           *     *     *

As reported by the TCR on May 15, 2013, Standard & Poor's Ratings
Services Inc. said it raised its corporate credit rating on
Dallas-based Builders FirstSource to 'B' from 'CCC'.  "The upgrade
acknowledges U.S.-based building materials manufacturer and
distributor Builders FirstSource Inc.'s 'strong' liquidity based
on the company's proposed recapitalization," said Standard &
Poor's credit analyst James Fielding.


CAMCO FINANCIAL: FDIC Terminates Bank Consent Order
---------------------------------------------------
Camco Financial Corporation, the bank holding company for
Advantage Bank, announced the termination, effective immediately,
of the Consent Order dated Feb. 9, 2012, issued by the Federal
Deposit Insurance Corporation and the State of Ohio's Department
of Commerce, Division of Financial Institutions (Ohio Division).

James E. Huston, president and CEO, said, "We are extremely
pleased to have the Consent Order terminated following four years
of hard work to restore Advantage Bank to a sound financial
position while also pursuing our long-term growth strategy.  The
significant progress that has been achieved during this period
reflects the strong support we have received from employees,
customers and shareholders.  We can now move forward with
increased confidence."

Advantage Bank has an understanding with the FDIC and Ohio
Division that it will submit certain plans and reports to the FDIC
and the Ohio Division, to seek the FDIC's and Ohio Division's
prior consent before issuing any dividends to CAFI, and to
maintain its Tier 1 Leverage Capital Ratio at a minimum of 8.50
percent and its Total Risk Based Capital Ratio at a minimum of
12.00 percent.  At Sept. 30, 2013, Advantage's Tier 1 Leverage
Capital Ratio was 8.88 percent and its Total Risk Based Capital
Ratio was 12.91 percent.

                       Amends Rights Offering

Camco Financial filed with the U.S. Securities and Exchange
Commission a post-effective amendment to its Form S-1 registration
statement relating to the distribution, at no charge to the
Company's stockholders, non-transferable subscription rights to
purchase up to 5,714,286 shares of the Company's common stock,
$1.00 par value per share.  In the rights offering, holders will
receive one subscription right for each share of common stock that
they hold as of 5:00 p.m. Eastern Time, on July 29, 2012, the
record date of the rights offering.

The subscription rights will expire if they are not exercised by
5:00 p.m., Eastern Time, on Oct. 31, 2012.  The Company reserves
the right to extend the expiration date one or more times, but in
no event will the Company extends the rights offering beyond
Dec. 31, 2012.

A copy of the Amendment is available for free at:

                        http://is.gd/KNHOSA


                      To Issue 1.6MM Shares

Camco Financial also registered with the SEC 1,617,864 shares of
its common stock issuable under the Company's 2013 Equity Plan.  
The proposed maximum aggregate offering price is $10.06 million.  
A copy of the Form S-8 is available at http://is.gd/H1EoSO

                       About Camco Financial

Cambridge, Ohio-based Camco Financial Corporation is a bank
holding company that was organized under Delaware law in 1970.
Camco is engaged in the financial services business in Ohio,
Kentucky and West Virginia, through its wholly-owned subsidiary,
Advantage Bank, an Ohio bank.  On March 31, 2011, Camco divested
activities related to Camco Title Agency and decertified as a
financial holding company.  Camco remains a bank holding company
and continues to be regulated by the Federal Reserve Board.

Plante & Moran PLLC, in Auburn Hills, Michigan, noted that the
Corporation's bank subsidiary is not in compliance with revised
minimum regulatory capital requirements under a formal regulatory
agreement with the banking regulators, and that failure to comply
with the regulatory agreement may result in additional regulatory
enforcement actions.

Camco's wholly-owned subsidiary Advantage Bank's Tier 1 capital
does not meet the requirements set forth in the 2012 Consent
Order.  As a result, the Corporation will need to increase capital
levels.

The Corporation reported net earnings of $4.2 million on net
interest income (before provision for loan losses) of
$23.9 million in 2012, compared with net earnings of $214,000 on
net interest income of $214,000 on net interest income (before
provision for loan losses) of $25.9 million in 2011.

The Company's balance sheet at Sept. 30, 2013, showed $760.59
million in total assets, $693.31 million in total liabilities and
$67.28 million in stockholders' equity.


CLUB AT SHENANDOAH: Cash Collateral Hearing Continued to Dec. 3  
---------------------------------------------------------------
U.S. Bankruptcy Judge Mark Houle approved an agreement to continue
to Dec. 3 the final hearing to approve The Club at Shenandoah
Springs Village, Inc.'s use of cash collateral.

Judge Houle approved the agreement on condition that the
replacement liens will only be granted to General Electric Corp.,
which asserts an interest in the cash collateral, if the use of
cash collateral post-petition results in a diminution in the value
of General Electric's collateral.

The agreement requires the resort owner to file by Nov. 19 any
supplemental brief in support of its motion to use the cash
collateral; and General Electric to file by Nov. 26 any
supplemental opposition to the motion.

The Club at Shenandoah, in its motion, stated that it needed
additional time to conduct negotiations with General Electric on
its business operations, sale of its assets, and the consensual
use of cash collateral.

           About The Club At Shenandoah Springs Village

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


COMSTOCK MINING: Reports $6.6 Million of Mining Revenue in Q3
-------------------------------------------------------------
Comstock Mining Inc. reported selected unaudited financial results
for the quarter ended Sept. 30, 2013.  

Comstock's Chief Executive Officer, Corrado De Gasperis commented,
"Our ramp up and productivity gains have yielded record production
for the quarter, including a 39% increase in silver shipments over
the prior quarter.  The issuance of the expanded Water Control
Permit quadruples our permitted capacity and positions us well to
double our revenue for next year, significantly reduce our unit
costs and, most importantly, generate positive cash flow.  We are
building an extraordinary business through production and
development growth and land expansion, all while running a most
responsible Nevada-mining enterprise."

Net loss for Q3 2013 was $4.5 million, or $(0.09) per common share
as compared to $9 million for Q3 2012, or $(0.24) per common
share.  The decrease of $4.5 million resulted primarily from a
$6.6 million increase in mining revenue, a $4.2 million decrease
in all other operating and other expenses, offset by $6.4 million
of costs applicable to mining.

Mining revenue from gold sales for Q3 2013 was $6.6 million, as
compared to $6.8 million for Q2 2013.

Gold shipments were 5,214 ounces in Q3 2013, a 6% increase as
compared to 4,921 ounces in Q2 2013.

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

                        http://is.gd/PV537U

                       About Comstock Mining

Virginia City, Nev.-based Comstock Mining Inc. is a Nevada-based,
gold and silver mining company with extensive, contiguous property
in the historic Comstock district.  The Company began acquiring
properties in the Comstock in 2003.  Since then, the Company has
consolidated a substantial portion of the Comstock district,
secured permits, built an infrastructure and brought the
exploration project into test mining production.  The Company
continues acquiring additional properties in the Comstock
district, expanding its footprint and creating opportunities for
exploration and mining.  The goal of the Company's strategic plan
is to deliver stockholder value by validating qualified resources
(measured and indicated) and reserves (probable and proven) of
3,250,000 gold equivalent ounces by 2013, and commencing
commercial mining and processing operations by 2011, with annual
production rates of 20,000 gold equivalent ounces.

Comstock Mining incurred a net loss of $30.76 million in 2012, a
net loss of $11.60 million in 2011 and a net loss of
$60.32 million in 2010.  The Company's balance sheet at Sept. 30,
2013, showed $46.49 million in total assets, $24.78 million in
total liabilities and $21.70 million in total stockholders'
equity.


CROWN MEDIA: Posts $10 Million Net Income in Third Quarter
----------------------------------------------------------
Crown Media Holdings, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income attributable to common stockholders of $10 million on
$84.37 million of net total revenue for the three months ended
Sept. 30, 2013, as compared with net income attributable to common
stockholders of $11.49 million on $77.05 million of net total
revenue for the same period a year ago.

For the nine months ended Sept. 30, 2013, the Company reported net
income attributable to common stockholders of $41.05 million on
$259.41 million of net total revenue as compared with net income
attributable to common stockholders of $37.24 million on $247.56
million of net total revenue for the same period during the prior
year.

The Company's balance sheet at Sept. 30, 2013, showed $1.01
billion in total assets, $638.11 million in total liabilities and
$372.47 million in total stockholders' equity.

"Crown Media marked an important milestone in the third quarter as
Hallmark Channel launched its first original scripted series,
Cedar Cove, to great success.  The series maintained strong
ratings over the course of its 13-week season and demonstrated
that our viewers have an appetite for episodic programming," said
Bill Abbott, president and CEO, Crown Media Family Networks.  "In
addition, Hallmark Movie Channel has continued its remarkable
growth, with double-digit increases in audience delivery.  Boosted
by this increase, we experienced a solid increase of 10% in
advertising revenue for the quarter compared to the same period
last year.  Going into fourth quarter with amplified holiday
programming offerings, we are optimistic and expect to close out a
successful 2013."

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

                        http://is.gd/8tECVb

                         About Crown Media

Studio City, Calif.-based Crown Media Holdings, Inc. (NASDAQ:
CRWN) -- http://www.hallmarkchannel.com/-- owns and operates
cable television channels dedicated to high quality, broad appeal,
entertainment programming.  The Company currently operates and
distributes Hallmark Channel in both high definition (HD) and
standard definition (SD) to 90 million subscribers in the U.S.
Crown Media also operates a second 24-hour linear channel,
Hallmark Movie Channel, available in both HD and SD, which focuses
on family-friendly movies with a mix of classic theatrical films,
presentations from the acclaimed Hallmark Hall of Fame library,
original Hallmark Channel movies and special events.

                        Bankruptcy Warning

"Our debt agreements contain restrictions that limit our
flexibility in operating our business.

Our senior secured credit facilities and the indenture governing
the Notes contain a number of covenants that impose significant
operating and financial restrictions on us, including restrictions
on our ability to, among other things:

   * incur additional debt or issue certain preferred shares;

   * pay dividends on or make distributions in respect of the
     Company's capital stock or make other restricted payments;

   * make certain payments on debt that is subordinated or secured
     on a junior basis;

   * make certain investments;

   * sell certain assets;

   * create liens on certain assets;

   * consolidate, merge, sell or otherwise dispose of all or
     substantially all of our assets;

   * enter into certain transactions with our affiliates; and

   * designate our subsidiaries as unrestricted subsidiaries.

Any of these restrictions could limit our ability to plan for or
react to market conditions and could otherwise restrict corporate
activities.  Any failure to comply with these covenants could
result in a default under our senior secured credit facilities and
the indenture governing the Notes.  Upon a default, unless waived,
the lenders under our senior secured credit facilities could elect
to terminate their commitments, cease making further loans,
foreclose on our assets pledged to such lenders to secure our
obligations under the senior secured credit facilities and force
us into bankruptcy or liquidation," the Company said in its annual
report for the year ended Dec. 31, 2012.

                           *     *     *

As reported by the TCR on May 28, 2012, Standard & Poor's Ratings
Services raised its corporate credit rating on Studio City,
Calif.-based cable network company Crown Media Holdings Inc. to
'B+' from 'B'.  "The upgrade reflects Crown Media's recent
operating performance, which achieved higher EBITDA and lower
leverage than our expectations," said Standard & Poor's credit
analyst Deborah Kinzer.

Crown Media carries a B2 Corporate Family Rating from Moody's
Investors Service.  Crown Media's B2 CFR reflects the company's
small size and niche market position among cable network
operators, concentration in two Hallmark-branded channels,
reliance on licensed third party content for a majority of its
programming, and high leverage.


DEEP PHOTONICS: Bankruptcy Case Converted to Chapter 7 Liquidation
------------------------------------------------------------------
Judge Trish Brown of the U.S. Bankruptcy Court for the District of
Oregon ordered the conversion of Deep Photonics Corp.'s Chapter 11
reorganization case to a Chapter 7 liquidation.

The bankruptcy judge also appointed Kenneth Eiler of Portland,
Oregon, as interim trustee of Deep Photonics' estate.

In connection with the conversion of Deep Photonics' case, Judge
Brown required either the company or the Chapter 11 trustee, if
one is appointed, to file necessary documents including the
company's statement of financial affairs and schedules of assets
and liabilities.   

Lawyer for Deep Photonics, Ava Schoen, Esq. at Tonkon Torp LLP,
said the company's secured lenders and other concerned parties
agree that the conversion of the case is beneficial to both the
company and creditors.

                       About Deep Photonics

Deep Photonics Corporation filed a Chapter 11 petition (Bankr. D.
Ore. Case No. 12-35626) on July 20, 2012.  Deep Photonics designs
and manufactures innovative solid-state fiber lasers.  The Debtor
scheduled $75,111,128 in assets and $4,917,393 in liabilities.
Bankruptcy Judge Trish M. Brown presides over the case.  Timothy
J. Conway, Esq., and Ava L. Schoen, Esq., at Tonkon Torp LLP,
serve as the Debtor's counsel.  The petition was signed by
Theodore Alekel, president.

Raytex Corporation and Raytex USA Corporation filed a joinder to
the Second Motion to Dismiss.  The Raytex Entities relate that
they made a good faith effort through telephone conferences to
resolve the dispute, but have been unable to do so.

S. Ward Greene, Esq., of Greene & Markley, P.C., represents the
Raytex Entities.


DESIGNLINE CORP: Richards Layton Approved as Bankruptcy Co-Counsel
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of North
Carolina authorized Designline Corporation and Designline USA,
LLC, to employ Richards, Layton & Finger, P.A. as co-counsel.

As reported in the Troubled Company Reporter on Oct. 3, 2013, the
firm will provide these services:

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

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

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

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

The firm's rates are:

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

                       About DesignLine

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

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

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

A five-member unsecured creditors panel has been appointed in the
Debtors' cases.  Moon Wright & Houston PLLC and Benesch,
Friedlander, Coplan & Aronoff LLP are co-counsel to the Committee.  
The Committee tapped to retain CBIZ MHM, LLC as their financial
advisor.


ECO BUILDING: Incurs $24.6 Million Net Loss in Fiscal 2013
----------------------------------------------------------
Eco Building Products, Inc., filed with the U.S. Securities and
Exchange Commission 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/C2INdm

                          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.


ECOTALITY INC: Has Approval for $1.25-Mil. DIP Loan From Nissan
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona early last
month entered a final order authorizing Electric Transportation
Engineering Corporation (d/b/a Ecotality North America), et al.,
to obtain secured, superpriority postpetition financing consisting
of a term loan in the principal amount of $1,250,000 from Nissan
North America, Inc.

The Debtors are authorized to use the proceeds from the DIP
Financing to (i) fund the borrowers' operations until the Sale,
(ii) to fund a maximum of $27,000 for the operations of the
Operating Subsidiaries and (iii) to pay certain administrative
costs necessary to maintain the corporate existence of the
Guarantors' operations (not to exceed $5,000 per individual
Debtor), in each case, in accordance with the terms of the
proposed budget.

Interest will accrue on the outstanding principal balance of the
Term Loan at a per annum rate equal to 5.0%.  All interest will be
due and payable on the Maturity Date.

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

        http://bankrupt.com/misc/ecotality.doc128.pdf

                       About Ecotality Inc.

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

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

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

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

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

In October 2013, the bankruptcy judge cleared Ecotality to sell
its assets after three separate bidders offered $4.3 million in
total for the company's assets at an auction.


ECOTALITY INC: Committee, UST Object to Incentive Program
---------------------------------------------------------
The Official Committee of Unsecured Creditors of debtors Electric
Transportation Engineering Corporation (d/b/a Ecotality North
America, et al., and Ilene J. Lashinsky, the United States Trustee
for the District of Arizona, object to the entry of an order
approving and authorizing implementation of the Debtors' proposed
key employee retention and incentive program.

The Committee tells the Court that the Debtors have offered no
justification for such a huge expenditure of cash bonuses
(employees are still being paid) when cash needs to be spent on
necessary operations and administrative expenses.  

The Committee explains, "Despite the Debtors' concern that several
employees have resigned or are on the brink, most of the so-called
defections occurred pre-petition and only four employees have
resigned post-filing.  The Motion was not filed until Oct. 2,
2013, one week prior to the scheduled auction on Oct. 8, 2013, and
the sale hearing on Oct. 9, 2013, and the Debtors did not seek
emergency relief.  Certainly, this is evidence that the woeful
"max exodus" of employees is not realistic.  

"It appears at this juncture, that a sale of Debtors' assets will
occur and of course, the purchaser may or may not hire existing
employees.  The Debtors state that retaining the employees makes
the employees a "potential asset attractive to a purchaser," and
therefore, these payments should be made.  This argument makes no
sense.  The hiring determinations will be made in a week.  Why pay
these huge amounts that are really bonuses for past work, not for
future work?  

"The Debtors have offered no evidence that any of the employees
they are seeking to pay have sought and obtained other work or
that there is an imminent threat of a shut-down if payments are
not made on the same day of the sale.  It is irrational to believe
that either will occur in the next few days.  Moreover, the
Debtors have failed to identify any value for the estates that
will be obtained if the payments are made.  In fact, it appears
the Debtors wish to pay bonuses to employees for merely doing
their jobs while the Debtors conduct a sale of their assets.  Such
retention plans are inappropriate under Bankruptcy Code Section
503(c), and the Motion must be denied.

A copy of the Committee's Objection is available at:

          http://bankrupt.com/misc/ecotality.doc187.pdf

The United States Trustee cites:

   1. The Court should deny the retention motion as to Tier 1
Employees because Debtors have failed to meet their burden of
proof under Sections 363(b) and 503(c) of the Bankruptcy Code.

  2. Should the Court Determine that the Plan is an Incentive
Plan, the Motion should be dDenied because the Debtors have failed
to prove that it is justified by the facts and circumstances of
the case.

A copy of the UST's objection is available at:

          http://bankrupt.com/misc/ecotality.doc186.pdf

                         Incentive Program

As reported in the TCR on Oct 8, 2013, the Debtors ask the U.S.
Bankruptcy Court for the District of Arizona to approve a key
employee retention and incentive program while the Debtors pursue
a sale of their assets.

Charles R. Gibbs, Esq., and David P. Simonds, Esq., at Akin Gump
Strauss Hauer & Feld LLP, on behalf of the Debtors, tell the Court
that the total amount of payments under the program will not
exceed $91,075, in the aggregate, to the management participants
and $137,628, in the aggregate, to the rank and file participants.

All payments made by the Debtors under the incentive and retention
plan will be allowed administrative expenses of the Debtors'
estates pursuant to Bankruptcy Code Section 503(b).

A copy of the terms of the incentive program is available for free
at http://bankrupt.com/misc/ECOTALITYINC_keyemployee.pdf

                       About Ecotality Inc.

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

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

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

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

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

In October 2013, the bankruptcy judge cleared Ecotality to sell
its assets after three separate bidders offered $4.3 million in
total for the company's assets at an auction.


ECOTALITY INC: Court OKs Sale of Assets to Three Separate Bidders
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona entered last
month three orders approving the asset purchase agreements between
Electric Transportation Engineering (d/b/a Ecotality North
America) et al., and three separate bidders to acquire the assets
of the Debtors; and authorizing the sale of the Purchased Assets
to the Buyers free and clear of all liens, claims, encumbrances
and interests.

The three separate bidders offered $4.3 million in total for the
Company's assets at the auction.

The three Buyers are:

   1) Blink Acquisition LLC;
   2) Access Control Group L.L.C.
   3) Intertek Testing Services NA, Inc., and

Copies of the Orders are available at:

    http://bankrupt.com/misc/ecotality.doc213.pdf
    http://bankrupt.com/misc/ecotality.doc214.pdf
    http://bankrupt.com/misc/ecotality.doc215.pdf

                    Blink Order Modification

The Bankruptcy Court entered an order granting the stipulation to
modify the order approving the purchase agreement between Debtors
and buyer Blink Acquisition LLC.

The stipulation was filed by Macy's West Stores, Inc.; Kroger
Texas, L.P., Kroger Co., and The Fred Meyer Co.; and Electric
Transportation Engineering (d/b/a Ecotality North America), et al.

The Order entered at Docket 213 is modified so that paragraph 25
provides:

    25. With respect to the potential assumption and assignment,
    or other transfer of rights with respect to any contract,
    lease, or operating agreement or property interest concerning
    ChargePoint, Inc., Macy's West Stores, Inc., Kroger Co., Fred
    Meyer Stores, Inc., and Kroger Texas, L.P., as the case may
    be, and only to the extent raised in such objection to the
    Sale Motion filed by such parties, respectively, this Order
    shall have no effect.  Instead, any such action shall be
    subject to approval by the Court upon specific request by
    motion by the Debtors at the request of the Buyer, or by the
    Buyer, on no less than fifteen days of notice to such party.  
    Nothing in this Order will prejudice the rights and arguments
    of the Debtors or any of the foregoing parties, including the
    DIP Lender, with respect to such assumption, assignment, or
    other transfer, or with respect to the nature of the foregoing
    rights, only to the extent raised in such objection to the
    Sale Motion filed by such parties, respectively, all of which
    are expressly reserved.

                       About Ecotality Inc.

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

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

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

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

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

In October 2013, the bankruptcy judge cleared Ecotality to sell
its assets after three separate bidders offered $4.3 million in
total for the company's assets at an auction.


ECOTALITY INC: Hires FTI as Crisis Managers and Fin'l Advisor
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona authorized
Electric Transportation Engineering Corporation (d/b/a Ecotality
North America to employ FTI Consulting, Inc., as crisis manager
and financial advisor to the Debtors, nunc pro tunc to the
Petition Date.

The Debtors are authorized to compensate FTI in accordance with
the terms of FTI's Fee and Expense Structure.

As reported in the TCR on Oct. 8, 2013, the Debtors require FTI
Consulting to provide:

   A.  Crisis Management Services:

       -- assist the Debtors with locating sources of financing,
          post petition or exit financing, as necessary, and
          review and evaluate any such financing proposals;

       -- coordinate efforts to facilitate the Debtors'
          restructuring and sale efforts;

       -- advise and assist management efforts to identify and
          implement both short-term and long-term liquidity
          generation and profit improvement in an effort to
          improve the ongoing viability and valuation of the
          Debtors;

       -- assist the Debtors with the development of communication
          programs for employees, vendors, customers, lenders and
          other stakeholders;

       -- with counsel, lead negotiations with secured lenders,
          governmental agencies, contract counterparties, and
          other parties, as appropriate, to facilitate
          restructuring and sale efforts;

       -- assist the Debtors with preparation of schedules of
          assets and liabilities, statement of financial affairs,
          monthly operating reports, and all other reports to be
          prepared in connection with any bankruptcy filing by the
          Debtors.

   B.  Financial Advisory Services:

       -- assist in the preparation of materials, including
          business, financial information, and descriptive
          memoranda, to be provided to potentially interested
          parties to a transaction, and contacting such Parties;

       -- assist the Debtors in establishing criteria to identify
          interested parties, identifying, screening and assessing
          the merits of parties, and evaluating any proposals
          received regarding a potential Transaction;
       -- assist the Debtors on negotiations in connection with
          any proposals received;

       -- direct and coordinate the due diligence process;

       -- provide timely reporting to the Debtors on the status
          and progress of all of the above; and

       -- assist the Debtors and its advisors on each potential
          transaction through closing.

The Debtors will pay FTI Consulting based on this fee and expense
structure:

   (a) for the crisis management services, a $75,000 monthly,
       nonrefundable advisory fee for the services of David J.
       Woodward;

   (b) for crisis management services rendered by other FTI
       professionals, hourly rates in effect when services are
       rendered, which standard hourly rates anticipated to be
       assigned to these cases are:

          Senior Managing Directors         $780-895
          Directors/Managing Directors      $560-745
          Consultants/Senior Consultants    $280-530
          Administrative/Paraprofessionals  $115-230

   (c) for the financial advisory services, a monthly,
       non-refundable fee of $100,000 for the first month and
       $50,000 per month, thereafter;

   (d) for each and every transaction completed by FTI, a cash fee
       at each closing equal to 1.5 percent of the aggregate value
       of each transaction, subject to a minimum aggregate fee of
       $500,000, with any monthly, non-refundable fees paid for
       the financial advisory services credited against any
       transaction fee; and

   (e) if at any time during a period of eighteen months
       following the effective date of termination of the
       engagement letter, the Debtors complete one or
       more transactions and the transaction involve a party
       identified during the term, a 1.5 percent of the aggregate
       value of each transaction, subject to a minimum aggregate
       fee of $300,000

Prior to Sept. 16, 2013 petition, and pursuant to the prior
engagement letter, the Debtors paid FTI Consulting a total of
$245,000 which funds were then continued to be held "on account"
to be applied to FTI's professional fees, charges and
disbursements for the services under the engagement letter.

                       About Ecotality Inc.

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

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

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

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

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

In October 2013, the bankruptcy judge cleared Ecotality to sell
its assets after three separate bidders offered $4.3 million in
total for the company's assets at an auction.


EDENOR SA: Closes Sale of Interests in Empresa for AR$55.6-Mil.
---------------------------------------------------------------
Empresa Distribuidora y Comercializadora Norte S.A. (EDENOR), in
compliance with applicable laws and regulations, disclosed the
completion of the following transactions:

    (i) sale of EDENOR's indirect shareholding in Empresa
        Distribuidora Electrica Regional S.A. (EMDERSA), which is
        Empresa Distribuidora de Electricidad de La Rioja
        (EDELAR)'s parent company; and

   (ii) assignment for a valuable consideration of certain
        EDENOR's receivables in relation to EMDERSA and EDELAR, to
        Energia Riojana S.A. (ERSA), in its capacity as purchaser
        and assignee, and the Government of the Province of La
        Rioja, in its capacity as the purchaser's controlling
        shareholder.

The sale price of shares was AR$55,697,605 and assignment price of
receivables was AR$19,543,938.

                          About Edenor SA

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

Edenor S.A. disclosed a loss of ARS1.01 billion on ARS3.72 billion
of revenue from sales for the year ended Dec. 31, 2012, as
compared with a net loss of ARS291.38 million on ARS2.80 billion
of revenue from sales for the year ended Dec. 31, 2011.

The Company's balance sheet at June 30, 2013, showed Ps.7.21
billion in total assets, Ps.5.47 billion in total liabilities and
Ps.1.74 billion in total equity.


EDISON MISSION: Addressed UST's Concerns on Plan Sponsor Deal
-------------------------------------------------------------
Edison Mission Energy, et al., replied to the limited objection of
the U.S. Trustee to their motion to approve (i) entry into a plan
sponsor agreement, and (ii) sponsor protections.

The U.S. Trustee's limited objection is the sole opposition filed.  
The U.S. Trustee raised two concerns: (1) the lack of a mechanism
to object to the reasonableness of any claimed amounts asserted as
part of the proposed expense reimbursement; and (2) approval of
the exit plan, which the U.S. Trustee characterizes as a
retention/severance plan designed to "end run" Section 503(c) of
the Bankruptcy Code.

In response to the U.S. Trustee's objection with respect to the
expense reimbursement, the Debtors and NRG have proposed that NRG
will provide copies of all written fee and expense statements
delivered for reimbursement to each of the Debtors, the Committee,
the Supporting Noteholders, and the U.S. Trustee, and will afford
those parties five business days to review and lodge any
objections.

As it relates to the exit plan, while the U.S. Trustee is correct
that the purchase agreement will only be approved in connection
with submission and consideration of a chapter 11 plan of
reorganization, which plan the Debtors intend to file on or before
Nov. 15, 2013, it is not correct to view each term of the
integrated pieces of the overall series of transactions under the
Plan Sponsor Agreement and Purchase Agreement in isolation.

On Oct. 23, the U.S. Trustee, by his attorney, Kathryn Gleason,
Esq., stated that the Debtors were not seeking Court approval of
the sale to NRG at this time. Rather, the sale is to be
accomplished through a chapter 11 plan that the Debtors intend to
file (and pursue) on or before Nov. 16, 2013.

The motion is requesting immediate approval of (a) a $65 million
break-up fee, (b) an expense reimbursement, and (c) certain non-
solicitation covenants in favor of NRG.

The U.S. Trustee defers to the business judgment of the Official
Unsecured Creditors' Committee as to whether the break-up fee is
appropriate.  The U.S. Trustee does, however, object to the
expense reimbursement to the extent that there is no mechanism to
object to the reasonableness of any claimed amounts.

As reported by the Troubled Company Reporter on Oct. 28, 2013, the
Bankruptcy Court on Oct. 24 approved bidder protections, including
a $65 million breakup fee, to NRG as it works to close a $2.6
billion offer to take Edison Mission out of Chapter 11 protection
next year.

                       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.


EWGS INTERMEDIARY: Court Enters Joint Administration Order
----------------------------------------------------------
Judge Mary Walrath of the U.S. Bankruptcy Court for the District
of Delaware entered an order directing the joint administration of
the Chapter 11 cases of Edwin Watts Golf Shops, LLC, and EWGS
Intermediary, LLC, for procedural purposes only under
Case No. 13-12876.

EWGS LLC is wholly owned by Intermediary.  Intermediary is in turn
wholly owned by EW Golf Holding Corp, a non-debtor affiliate of
the Debtors.

                     About EWGS Intermediary

EWGS Intermediary and Edwin Watts Golf Shops, which operate as an
integrated, multi-channel retailer, offering brand name golf
equipment, apparel and accessories, filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 13-12876).  They are
represented by Domenic E. Pacitti, Esq., and Michael W. Yurkewicz,
Esq., at Klehr Harrison Harvey Branzburg LLP, in Wilmington,
Delaware.  The Debtors tapped Bayshore Partners LLC as their
investment banker, FTI Consulting, LLC, as their financial
advisors, and Epiq Bankruptcy Solutions, LLC, as claims and
noticing agent.  The Company indicates total assets greater than
$100 million on its Chapter 11 petition.


EWGS INTERMEDIARY: Hires Epiq as Claims & Noticing Agent
--------------------------------------------------------
Edwin Watts Golf Shops, LLC, and EWGS Intermediary, LLC, sought
and obtained authority from Judge Mary Walrath of the U.S.
Bankruptcy Court for the District of Delaware to employ Epiq
Bankruptcy Solutions, LLC, as claims and noticing agent.

Before the Petition Date, the Debtors paid a retainer to Epiq in
the amount of $25,000.  The firm assured the Court that it is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code and does not represent any interest adverse
to the Debtors and their estates.

                     About EWGS Intermediary

EWGS Intermediary and Edwin Watts Golf Shops, which operate as an
integrated, multi-channel retailer, offering brand name golf
equipment, apparel and accessories, filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 13-12876) on Nov. 4,
2013.  They are represented by Domenic E. Pacitti, Esq., and
Michael W. Yurkewicz, Esq., at Klehr Harrison Harvey Branzburg
LLP, in Wilmington, Delaware.  The Debtors tapped Bayshore
Partners LLC as their investment banker, FTI Consulting, LLC, as
their financial advisors, and Epiq Bankruptcy Solutions, LLC, as
claims and noticing agent.  The Company indicates total assets
greater than $100 million on its Chapter 11 petition.


EXIDE TECHNOLOGIES: Jan 31 Bar Date for Personal Injury Claims
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended
until Jan. 31, 2014, the deadline for submitting proofs of claim
solely with respect to personal injury claims relating to Exide
Technologies' secondary lead recycling facility located at Vernon
California Facility.

Proofs of claim must be submitted

   if by hand delivery or overnight courier:

         Exide Case Administration
         c/o GCG 5151 Blazer Parkway, Suite A
         Dublin, Ohio 43017

   if by first-class mail:

         Exide Case Administration
         c/o GCG PO Box 9985
         Dublin, OH 43017-5985

                   About Exide Technologies

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

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

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

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

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

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

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


GROEB FARMS: U.S. Trustee Names 5-Member Creditors' Panel
---------------------------------------------------------
Daniel M. McDermott, United States Trustee for Region 9, pursuant
to 11 U.S.C. Sec. 1102(a) and (b), appointed five unsecured
creditors to serve on the Official Committee of Unsecured
Creditors of Groeb Farms, Inc.

The Creditors Committee members are:

     1. Denise Willi for
        Bees Brothers, LLC
        9130 S. Dadeland Boulevard, Suite 1509
        Miami, FL 33156
        Tel: (914) 631-5467
        Fax: (305) 670.1993
        E-mail: jp@beesbrothersllc.com

     2. Parvinder Thapar for
        Little Bee Impex
        133 Nanterre Street, Suite 101
        Danville, CA 94506
        Tel: (925) 263-9373
        Fax: (925) 905-2112
        E-mail: psthapar@ergogenicnutrition.com

     3. Jeffrey Dong for
        Delta Food International Inc.
        7056 Archibald Ave., Suite 102-158
        Corona, CA 92880
        Tel: (951) 817-7868
        Fax: (951) 848-0872
        E-mail: dfi9488@hotmail.com

     4. Brian Buoye for
        Buoye Honey
        11575 Walnut Road
        Redlands, CA 92374
        Tel: (909) 222-9957
        Fax: (909) 794-4031
        E-mail: BBuoye1960@gmail.com

     5. Jose Alfonso Salazar Montalvo for
        Citrofrut SA de CV
        Constitucion 405 PTE
        64000 Monterrey
        Nuevo Leon, Mexico
        Tel: 52 81 8389 4200
        E-mail: Alfonso.Salazar@citrofrut.com.mx

                       About Groeb Farms

Headquartered in Onsted, Mich., Groeb Farms is one of the largest
honey packers in the nation.  For more than 30 years, the company
has provided the finest, top quality, wholesome and safe honey and
related food products to industrial and retail customers as well
as the American consumer.

The Company sought protection under Chapter 11 of the Bankruptcy
Code on Oct. 1, 2013 (Case No. 13-58200, Bankr. E.D. Mich.).
Judge Walter Shapero is overseeing the case.  The Debtor is
represented by Judy A. O'Neill, Esq., and John A. Simon, Esq., at
Foley & Lardner LLP, in Detroit, Michigan.


GROEB FARMS: Court Schedules Nov. 21 Disclosure Statement Hearing
-----------------------------------------------------------------
The hearing to approve the adequacy of the Disclosure Statement
for Groeb Farms, Inc.'s Plan of Reorganization is currently
scheduled before the Honorable Walter Shapero, U.S. Bankruptcy
Judge for the Eastern District of Michigan on Nov. 21, 2013, at
1:30 p.m.

Responses and objections, if any, to the approval of the
Disclosure Statement must be filed so as to be actually received
on or before Nov. 15, 2013.

A copy of the Disclosure Statement is available at:

         http://bankrupt.com/misc/groebfarms.doc0023.pdf

As reported in the TCR on Oct. 17, 2013, to bolster its
restructuring efforts, the Debtor executed separate restructuring
support agreements with Honey Financing Company, LLC, an affiliate
of Peak Rock Capital; its senior subordinated debt holders, Argosy
Investment Partners II, L.P., and Marquette Capital Fund I, LP;
and the interim class action co-lead counsel in the consolidated
putative class action pending in the U.S. District Court for the
Northern District of Illinois.

Pursuant to the Honey Financing RSA, Honey Financing agreed, among
other things, to provide the DIP Facility up to the amount of
$27 million, the Exit Facility, and vote to accept the Plan by
balloting in favor of the Plan.

The Plan distributes all of the equity in the Reorganized Debtor
to both the Debtor's Senior Lender, HC Capital Holdings 0909A,
LLC, as assignee of Wells Fargo Bank, National Association, and
the Debtor's DIP Lender; satisfies senior subordinated debts with
new notes and warrants; distributes proceeds of Causes of Action
to unsecured creditors; cancels prior equity Interests; and
continues the business of the Debtor.

All classes of claims, except for unsecured convenience class
claims, are impaired under the Plan.

On the effective date, the Reorganized Debtor will issue new
equity for distribution to holders of DIP Facility Claims and
Senior Loan Claims.  In no event will more than $10 million of DIP
Facility Claims and Senior Loan Claims in the aggregate be
satisfied with the New Equity.

The Reorganized Debtor will also issue new subordinated notes and
new warrants; provided, however, that the aggregate amount of the
New Subordinated Notes will not exceed $3 million and the
aggregate amount of the New Warrants will not exceed 13% of the
New Equity.

                       About Groeb Farms

Headquartered in Onsted, Mich., Groeb Farms is one of the largest
honey packers in the nation.  For more than 30 years, the company
has provided the finest, top quality, wholesome and safe honey and
related food products to industrial and retail customers as well
as the American consumer.

The Company sought protection under Chapter 11 of the Bankruptcy
Code on Oct. 1, 2013 (Case No. 13-58200, Bankr. E.D. Mich.).
Judge Walter Shapero is overseeing the case.  The Debtor is
represented by Judy A. O'Neill, Esq., and John A. Simon, Esq., at
Foley & Lardner LLP, in Detroit, Michigan.


GROEB FARMS: Has Interim OK to Hire Foley & Lardner as Counsel
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan has
entered an interim order authorizing Groeb Farms, Inc.'s first day
application to employ Foley & Lardner LLP as general bankruptcy
counts for the Debtor, or in the alternative, special counsel,
nunc pro tunc to the Petition Date.

The Office of the United States Trustee for the Eastern District
of Michigan granted full consent to and approval for entry of the
interim order approving the application.

As reported in the TCR on Oct. 18, 2013, in the event Foley is not
retained as general bankruptcy counsel, the Debtor seeks the
authority to employ Foley as special counsel to represent the
Debtor with respect to: (1) all corporate matters attendant to the
reorganization; (2) the treatment of the putative class action
pending in the U.S. District Court for the Northern District of
Illinois under the Chapter 11 Plan of Reorganization; (3) the
Debtor's ongoing compliance requirements resulting from the DPA;
and (4) the Debtor's financing needs, including its DIP Credit
Agreement.

The following Foley professionals, who are expected to provide
primary services to the Debtor, will be paid their customary
hourly rates:

   Lane, Patricia J. -- plane@foley.com              $740
   Noller, Lisa -- lnoller@foley.com                 $680
   O'Neill, Judy A. -- joneill@foley.com             $780
   Simon, John A. -- jsimon@foley.com                $635
   Dolcourt, Tamar N. -- tdolcourt@foley.com         $385
   Pinder, Jennifer H. -- jpinder@foley.com          $495
   Rittberg, Chrissy L. -- crittberg@foley.com       $450
   Northcutt, Kathleen A. -- dnorthcutt@foley.com    $175

                       About Groeb Farms

Headquartered in Onsted, Mich., Groeb Farms is one of the largest
honey packers in the nation.  For more than 30 years, the company
has provided the finest, top quality, wholesome and safe honey and
related food products to industrial and retail customers as well
as the American consumer.

The Company sought protection under Chapter 11 of the Bankruptcy
Code on Oct. 1, 2013 (Case No. 13-58200, Bankr. E.D. Mich.).
Judge Walter Shapero is overseeing the case.  The Debtor is
represented by Judy A. O'Neill, Esq., and John A. Simon, Esq., at
Foley & Lardner LLP, in Detroit, Michigan.


JEFFERSON COUNTY, AL: Confirmation Hearing Continued to Nov. 20
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Alabama
entered on Oct. 31, 2013, an order continuing the hearing to  
consider the confirmation of Jefferson County, Alabama's
Chapter 11 Plan to Nov. 20, 2013, at 10:00 a.m.  The response
deadline is extended to Nov. 13, 2013.

The Ballot Summary, Evidence and Supplement Deadline is extended
to Nov. 15, 2013.

The Troubled Company Reporter on Oct. 14, 2013, citing Melinda
Dickinson of Reuters, said creditors in the $4.2 billion municipal
bankruptcy case involving Alabama's Jefferson County have
"overwhelmingly approved" the county's plan of adjustment,
Jefferson County Commission president David Carrington said.

The approval comes after the county's biggest Wall Street
creditors, including JPMorgan Chase & Co and Bank of New York
Mellon, previously signed off on the plan, which will include
losses of as much as 70 cents on the dollar, the Reuters report
related.

The negotiated plan promises to deliver only $1.835 billion to
sewer-system warrant holders owed $3.078 billion, with bondholder
losses on a scale not seen since the 1930s, Reuters said.

Jefferson County was the largest municipal bankruptcy case in U.S.
history until the city of Detroit in July sought protection from
creditors under Chapter 9 of the U.S. bankruptcy code with a debt
load exceeding $18 billion, the report noted.  That case is
ongoing.

                     About Jefferson County

Jefferson County has its seat in Birmingham, Alabama.  It has a
population of 660,000.

Jefferson County filed a bankruptcy petition under Chapter 9
(Bankr. N.D. Ala. Case No. 11-05736) on Nov. 9, 2011, after an
agreement among elected officials and investors to refinance
$3.1 billion in sewer bonds fell apart.

John S. Young Jr. LLC was appointed as receiver by Alabama Circuit
Court Judge Albert Johnson in September 2010.

Jefferson County's bankruptcy represents the largest municipal
debt adjustment of all time.  The county said that long-term debt
is $4.23 billion, including about $3.1 billion in defaulted sewer
bonds where the debt holders can look only to the sewer system for
payment.

The county said it would use the bankruptcy court to put a value
on the sewer system, in the process fixing the amount bondholders
should be paid through Chapter 9.

Judge Thomas B. Bennett presides over the Chapter 9 case.  Lawyers
at Bradley Arant Boult Cummings LLP and Klee, Tuchin, Bogdanoff &
Stern LLP, led by Kenneth Klee, represent the Debtor as counsel.
Kurtzman Carson Consultants LLC serves as claims and noticing
agent.  Jefferson estimated more than $1 billion in assets.  The
petition was signed by David Carrington, president.

The bankruptcy judge in January 2012 ruled that the state court-
appointed receiver for the sewer system largely lost control as a
result of the bankruptcy. Before deciding whether Jefferson County
is eligible for Chapter 9, the bankruptcy judge will allow the
Alabama Supreme Court to decide whether sewer warrants are the
equivalent of "funding or refunding bonds" required under state
law before a municipality can be in bankruptcy.

U.S. District Judge Thomas B. Bennett ruled in March 2012 that
Jefferson County is eligible under state law to pursue a debt
restructuring under Chapter 9.  Holders of more than $3 billion in
defaulted sewer debt had challenged the county's right to be in
Chapter 9.

In June 2013, the county reached settlement with holders of
78 percent of the $3.1 billion in sewer debt at the core of the
county's financial problems.  The bondholders will be paid
$1.84 billion through a refinancing, according to a term sheet.
The settlement calls for JPMorgan Chase & Co., the owner of
$1.22 billion in bonds, to make the largest concessions so other
bondholder will recover more.

On June 30, 2013, Jefferson County filed a Chapter 9 plan of debt
adjustment.  Pursuant to the Plan, sewer bondholders will receive
65 percent in cash.  If they elect to waive claims against
JPMorgan and bond insurers, they receive 80 percent in cash.
Bondholders supporting the plan already agreed to waive claims and
receive the larger recovery.  Existing sewer bonds will be
canceled in exchange for payments under the plan.  The county will
fund plan distributions by selling new sewer bonds calculated to
generate $1.96 billion to cover the $1.84 billion earmarked for
existing sewer bondholders.  JPMorgan has agreed to waive $842
million of the sewer debt and a $657 million swap debt, resulting
in an 88 percent overall write off by JPMorgan.  To finance the
new sewer bonds, there will be 7.4 percent in rate increases for
sewer customers in each of the first four years.  In later years,
rate increases will be 3.5 percent.


KPNQWEST: CenturyLink Provides Update on Settlement
---------------------------------------------------
CenturyLink, Inc. on Nov. 6 disclosed that following confidential
mediation discussions, Qwest, KPN, and the trustees in the Dutch
bankruptcy proceeding for KPNQwest reached a tentative oral
agreement in October 2013 on the principal financial terms of a
potential settlement of their EUR4.2 billion dispute.  The
tentative settlement is subject to several conditions, including
the negotiation and execution of a definitive settlement agreement
acceptable to the plaintiffs and various other defendants and the
approval of the Dutch bankruptcy court.

CenturyLink reported solid operating revenues, operating cash flow
and free cash flow for third quarter 2013.

CenturyLink has accrued a liability in third quarter 2013 in the
pre-tax amount of EUR172 million (or $233 million as reflected in
its accompanying consolidated financial schedules based on the
exchange rate on September 30, 2013), which equals Qwest's
proposed contribution under the terms of the tentative settlement.
In the event that the settlement is not finalized, the Company
will continue to vigorously defend against the matter.

As reported by the Troubled Company Reporter-Europe on Oct. 1,
2010, Bloomberg News said that Qwest, KPN and 12 executives were
sued by KPNQwest's administrators over the company's 2002
bankruptcy and EUR4.2 billion (US$5.7 billion) of unpaid debt.
Bloomberg disclosed KPNQwest was declared bankrupt in 2002 after
building a 60-city phone and Internet network just before prices
for telecommunications services collapsed.  The administrators, as
cited by Bloomberg, said the company didn't change strategy and
tripled its investments in the network, even though market prices
had fallen by as much as 80% by 1999, the year KPNQwest was
founded.

Hoofddorp, Netherlands-based KPNQwest NV is a joint venture of
Royal KPN NV and Qwest Communications International Inc.


LANDAUER HEALTH: Wants Lease Decision Period Extended to March 14
-----------------------------------------------------------------
Landauer Healthcare Holdings, Inc., et al., ask the U.S.
Bankruptcy Court for the District of Delaware to extend the
deadline to assume or reject all unexpired leases of non-
residential real property not previously sought to be rejected by
the Debtors through and including March 14, 2014.

According to the Debtors, the original 120-day period to assume or
reject the Leases currently expires on or about Dec. 14, 2013 --
several days before the anticipated Confirmation Hearing on
Dec. 20, 2013.  "Given this the Debtors are compelled to seek an
extension of the Assumption/Rejection Period through at least
Dec. 20, 2013.  Out of an abundance of caution in case the
Confirmation Hearing is not held on Dec. 20, 2013, and the
effective date of the Plan does not occur shortly thereafter,
however, the Debtor's hereby request entry of an order, pursuant
to Section 365(d)(4) of the Bankruptcy Code, granting a 90-day
extension of the Assumption/Rejection Period through and including
March 14, 2014."

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

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

Landauer disclosed $2,978,495 in assets and $53,636,751 in
liabilities as of the Chapter 11 filing.

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

The Debtor has filed a Chapter 11 restructuring plan that would
transfer ownership of the home medical supply company to Quadrant
Management Inc., whose $22 million bid for the company went
unchallenged.

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


LEHMAN BROTHERS: Says Freddie Mac's $1.2BB Claim "Unsecured"
------------------------------------------------------------
Lehman Brothers Holdings Inc. defended its request to classify
Freddie Mac's $1.2 billion claim as general unsecured, saying
"the claim is not entitled to priority treatment" under U.S.
bankruptcy law.

In court papers, Lehman asked Judge James Peck of the U.S.
Bankruptcy Court for the Southern District of New York to
overrule the objection of Freddie Mac to the proposed
classification of its claim.

At issue is whether or not the Housing and Economic Recovery
Act of 2008 grants Freddie Mac a "priority" claim in Lehman's
Chapter 11 case.

Freddie Mac asserts that its claim is entitled to priority under
the company's $65 billion payout plan pursuant to the 1993 HERA
which, the agency said, altered the priority scheme established
by the Bankruptcy Code when it granted avoidance powers to its
conservator the Federal Housing Finance Agency.  Lehman believes
otherwise, saying the claim fits into none of the priority
categories under bankruptcy law.

"Claims based on the conservator's avoidance powers are not
listed in Section 507 nor are they mentioned in any other section
of the Bankruptcy Code," said Lehman's lawyer, Alfredo Perez,
Esq., at Weil Gotshal & Manges LLP, in New York.

Section 507 of the Bankruptcy Code lists the claims that are
entitled to priority treatment in Chapter 11 cases.

According to Mr. Perez, the provision would have been amended by
Congress had it wanted the 1993 HERA to grant the conservator a
priority claim against companies in bankruptcy protection.

Mr. Perez also asked Judge Peck to deny Freddie Mac's request to
suspend temporarily all court proceedings related to the proposed
classification of its claim until a New York district court hears
its motion to withdraw the reference.

Freddie Mac had said withdrawal of reference is mandatory since
the issues raised by Lehman require an interpretation of the 1993
HERA, which is a federal non-bankruptcy law.

Mr. Perez told the bankruptcy judge that the temporary suspension
would delay payments to creditors.  He added that Freddie Mac
also failed to show that the proposed classification of its claim
requires interpretation of non-bankruptcy law.

Lehman wants the claim classified as general unsecured to free up
hundreds of millions of dollars for other creditors.  The company
needs to maintain a $1.2 billion cash reserve for the claim,
which it sees as unfair to other creditors, until the court
classifies it as general unsecured.

Freddie Mac defends the cash reserve, saying it was created as
part of their previous agreement which resolved its objection to
the payout plan, and to ensure payment of its claim just in case
it is found to be entitled to priority pursuant to HERA.

The $1.2 billion claim stemmed from two loans Freddie Mac made to
Lehman before the company filed for bankruptcy protection in
2008.

Freddie Mac is represented by Mark Landman, Esq. --
mlandman@lcbf.com -- at Landman Corsi Ballaine & Ford P.C., in New
York.

                        About Lehman Brothers

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

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

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

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

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

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

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

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

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

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


LEHMAN BROTHERS: CarVal Failed in Bid for Turnover of Documents
---------------------------------------------------------------
CarVal Investors LLC failed in its request for the U.S. Bankruptcy
Court in Manhattan to force Lehman Brothers Holdings Inc. to turn
over documents related to a bankruptcy-claims trading between the
company and two hedge funds.

CarVal's request came after Lehman allegedly refused to provide
CarVal and other creditors with additional information due to
restrictions imposed by the terms of the trade.

The trade calls for hedge funds Elliott Management Corp. and King
Street Capital Management LP to pay GBP650 million (US$1.05
billion) in exchange for the acquisition of certain claims,
including a GBP1.25 billion ($2 billion) subordinated claim of
LB Holdings Intermediate 2 Ltd. against Lehman Brothers
International (Europe).

CarVal said the trade "severely undervalues the claims," citing
an Oct. 11 progress report by Lehman's European unit showing that
the claims are "worth substantially more than the announced
purchase price" involved in the trade.

"The sale was a closed process where competing bids were not
solicited or considered," the company also complained, adding
that the claims are among the largest remaining assets in
Lehman's bankruptcy case which makes the closed sale "especially
questionable."

The same was echoed by Davidson Kempner Capital Management LLC.
The hedge fund manager believes the sale of those claims would
affect the distributions to Lehman creditors given their
potential value.

Both companies asked Judge James Peck to authorize the deposition
of Daniel Ehrmann of Alvarez & Marsal, some of the Lehman
directors, and a Lehman representative with knowledge about the
trade.

Attestor Capital LLP, Baupost Group LLC, SPCP Group LLC and an
ad hoc group of Lehman Brothers creditors also called for
transparency of the trade, and criticized Lehman for its failure
to ask for bids from other potential buyers.

                   Lehman, et al., Defend Trade

Lehman defended the bankruptcy-claims trading, saying it doesn't
need approval from the court or creditors.

Lori Fife, Esq., at Weil Gotshal & Manges LLP, in New York, said
CarVal is attempting "to inject a process of creditor approval
into [Lehman's] role in the transaction," which conflicts with
the terms of the company's payout plan.

"The plan expressly removed the requirements for notice or
bankruptcy court approval of, and creditor standing to object to,
proposed transactions," the Lehman lawyer said in an objection
filed with the court.

Ms. Fife said that allowing CarVal to conduct an investigation
pursuant to Rule 2004 of the Federal Rules of Bankruptcy
Procedure would set a "damaging" precedent.

"Investors will be encouraged to question [Lehman's] decisions in
the hopes of altering deal terms or in their search for new
investment opportunities," she said.  The Lehman lawyer compared
the trade to a multi-level joint venture which, she said, doesn't
fit an "auction format."

The administrators of LB Holdings also defended the trade,
arguing that it involves only assets of the company, which is
subject to insolvency proceedings in the English High Court.

"The English High Court . . . is the appropriate forum to
determine any issue with respect to the transaction," LB Holdings
said, adding that the bankruptcy court "lacks jurisdiction " over
the company and its deal with the hedge funds.

Hedge funds Elliot Management and King Street also filed court
papers in support of the objections filed by the two companies
defending the transaction.

                       Judge Clears Purchase

Patrick Fitzgerald, writing for The Wall Street Journal, reported
that Judge Peck on Oct. 24 cleared the way for Elliott Management
and King Street Capital to buy a multibillion-dollar bankruptcy
claim owed to a Lehman Brothers U.K. subsidiary at a discount.

According to the report, Judge Peck rejected a bid by a rival
group of hedge funds to take a closer look at the deal, the
details of which they argued were unfairly kept secret. Those
funds, including such major distressed-debt investors such as
John Paulson's Paulson & Co. and Seth Klarman's Baupost Group,
had argued rival bidders had been shut out of the sale process.

"I have no factual basis to that there is anything about this
transaction that is truly suspect," Judge Peck told the assembled
lawyers and onlookers in a Manhattan courtroom, the WSJ report
related.  "No facts have been presented, only suspicions."

The ad hoc group of Lehman creditors is represented by:

     Gerard Uzzi, Esq.
     Eric K. Stodola, Esq.
     MILBANK TWEED HADLEY & MCCLOY LLP
     1 Chase Manhattan Plaza
     New York, NY 10005
     Tel: (212) 530-5000
     Fax: (212) 822-5670
     Email: guzzi@milbank.com
            estodola@milbank.com

Attestor Capital is represented by:

     Richard A. Graham, Esq.
     Michael C. Shepherd, Esq.
     WHITE & CASE LLP
     1155 Avenue of the Americas
     New York, NY 10036-2787
     Tel: (212) 819-8200
     Fax: (212) 354-8113
     Email: mshepherd@whitecase.com
            rgraham@whitecase.com

The Baupost Group is represented by:

     Mark I. Bane, Esq.
     Anne H. Pak, Esq.
     ROPES & GRAY LLP
     1211 Avenue of the Americas
     New York, NY 10036-8704
     Tel: (212) 596-9000
     Fax: (212) 596-9090
     Email: Anne.Pak@ropesgray.com
            Mark.Bane@ropesgray.com

CarVal Investors is represented by:

     Kristopher M. Hansen, Esq.
     Kenneth Pasquale, Esq.
     STROOCK & STROOCK & LAVAN LLP
     180 Maiden Lane
     New York, New York 10038-4982
     Tel: (212) 806-5400
     Fax: (212) 806-6006
     Email: khansen@stroock.com
            kpasquale@stroock.com

Davidson Kempner is represented by:

     Adam Harris, Esq.
     SCHULTE ROTH & ZABEL LLP
     919 Third Avenue
     New York, New York 10022
     Tel: (212) 756-2000
     Fax: (212) 593-5955
     Email: adam.harris@srz.com

Elliot and King Street are represented by:

     Stephen E. Hessler, Esq.
     Mark E. McKane, Esq.
     KIRKLAND & ELLIS LLP
     601 Lexington Avenue
     New York, New York 10022
     Tel: (212) 446-4800
     Fax: (212) 446-4900
     Email: stephen.hessler@kirkland.com
            mark.mckane@kirkland.com

LB Holdings is represented by:

     David H. Wander, Esq.
     DAVIDOFF HUTCHER & CITRON LLP
     605 Third Avenue
     New York, New York 10158
     Tel: (212) 557-7200
     Email: dhw@dhclegal.com

SPCP Group LLC is represented by:

     Ronald S. Beacher, Esq.
     PRYOR CASHMAN LLP
     7 Times Square
     New York, New York 10036
     Tel: 212-326-0148
     Fax: 212-515-6959
     Email: rbeacher@pryorcashman.com

                        About Lehman Brothers

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

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

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

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

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

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

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

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

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

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


LEHMAN BROTHERS: Settles Swap Deal Disputes With ABS LIBOR
----------------------------------------------------------
Lehman Brothers Holdings Inc. asked the U.S. Bankruptcy Court in
Manhattan to approve two separate agreements, which partially
resolve disputes related to a credit default swap deal.

The agreements are among Lehman, Lehman Brothers Special
Financing Inc., U.S. Bank N.A., ABS LIBOR Fund Ltd. and the
following entities: (i) Exum Ridge CBO 2006-1 Ltd. as issuer, and
Exum Ridge CBO 2006-1, Corp. as co-issuer; and (ii) Exum Ridge
CBO 2007-2 Ltd. as issuer, and Exum Ridge CBO 2007-2 Corp. as
co-issuer.

                     Credit Default Swap Deal

LBSF entered into a credit default swap deal with each issuer,
under which the latter committed to pay the company for losses
incurred with respect to certain obligations in exchange for
periodic payments from the company.

Each issuer issued various classes of notes under its respective
indenture and preference shares under a shares paying agency
agreement.  The notes were secured by a pool of collateral, which
the issuers pledged to U.S. Bank for the benefit of the holders
of the notes, which include LBSF.

Under the terms of the indentures, U.S. Bank applies payment
proceeds received generally in accordance with a "waterfall"
provision.  The provision states that a termination payment owed
to LBSF as swap counterparty will be paid in advance of any
distributions to noteholders unless the company is the defaulting
party under the swap agreement.

                           The Dispute

Since Lehman's bankruptcy filing in September 2008, neither LBSF
nor U.S. Bank has paid the amounts due under the indentures and
the swap agreements.

Two months after the bankruptcy filing, each issuer sent a notice
to LBSF about the termination of the swap agreements effective
Nov. 28, 2008.  Meanwhile, U.S. Bank received a letter from
LBSF's counsel advising that any action to make distributions to
the noteholders would violate the automatic stay, and any
provision subordinating any termination payment due LBSF would be
unenforceable.

As a result of the dispute over the enforceability of the
waterfall provisions, none of the parties to the swap agreements
has paid the amounts due on or after the termination date.

In September 2010, LBSF filed a complaint against U.S. Bank and
the issuers.  At issue in the litigation is the enforceability of
the waterfall provision.  The company sought a declaratory
judgment that effectuation of the waterfall provision violates
the stay as it involves an improper exercise of control over
property of its estate.

                     The Settlement Agreement

Under the settlement agreements, each issuer and U.S. Bank are
required to take actions to cause certain assets held in respect
of the collateral to be redeemed or liquidated, and to cause the
net proceeds thereof to be deposited with the bank.

U.S. Bank is also required to distribute and apply the proceeds
in this order and priority:

   (1) Pay the outstanding fees and expenses of U.S. Bank.

   (2) Pay each noteholder other than LBSF that does not object
       to the settlement agreement an amount equal to the
       "settlement offer." Such payment is subject to the receipt
       by U.S. Bank of an opinion or information regarding the
       fairness and reasonableness of the payment, or waiver of
       such receipt by the bank as to all or some of the notes.

   (3) Place into an interest-bearing account an amount to be
       held in respect of a reserve, which U.S. Bank may use for
       fees and expenses as enumerated in the settlement
       agreement, which amount may be invested in "eligible
       investments."

   (4) With respect to any noteholder that timely objects to the
       settlement agreement, place into an account with the
       U.S. Bank an amount, which may be invested in eligible
       investments, to secure payment of the claims of any
       objecting noteholder.  If the conditions on the payment of
       settlement amount to a noteholder are not met, the escrow
       amount will secure payment of the claims of any noteholder
       other than LBSF.

The partial settlement does not resolve the dispute regarding the
enforceability of the waterfall provisions.  LBSF retains its
right to maintain its positions with respect to the dispute in
the litigation, subject to the limitations as to the amount of
its recovery stated in the settlement agreements.

According to Lehman's counsel, Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges LLP, in New York, in keeping with the
confidentiality provisions of the partial settlement, and due to
Lehman's and LBSF's desire to keep the economic terms of the
settlement confidential, the settlement agreements will not be
filed in public and will only be provided to the court, the U.S.
Trustee, the official committee of unsecured creditors and
other parties who request them.

A court hearing is scheduled for November 20.  Objections are due
by November 13.

                        About Lehman Brothers

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

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

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

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

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

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

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

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

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

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


LEHMAN BROTHERS: Sues Giants Stadium Over Cancelled Swap Contracts
------------------------------------------------------------------
Lehman Brothers Holdings Inc. and Lehman Brothers Special
Financing Inc. have sued Giants Stadium LLC to recover more than
$100 million over canceled interest-rate swap contracts that were
part of a bond deal they did back before the company collapsed.

The swap contracts were intended to hedge interest-rate risks on
about $650 million in bonds issued by Giants Stadium to build a
football stadium in New Jersey.  The contracts were mostly
underwritten by Lehman's brokerage arm.

In a 35-page complaint, Lehman alleged that the stadium company
"undertook a contorted plan" to avoid paying millions of dollars
to its special financing unit when the swap contracts were
terminated.

According to Lehman, Giants Stadium knew that LBSF was "in the
money" at a time it filed for bankruptcy protection, and that the
stadium company would be required to pay millions of dollars upon
termination of those contracts.

Lehman said the stadium company manipulated the termination
process in an attempt "to turn a significant payable to LBSF into
a significant payable by LBSF."

Giants Stadium estimated that Lehman's special financing unit
owed it about $301 million after the termination.  On the other
hand, Lehman believes the swaps were about $60 million in its
favor just days before its bankruptcy filing.

Lehman is seeking damages of no less than $94 million plus
interest.  The amount, the company said, represents the "proper
valuation" of the swaps.

The case is Lehman Brothers Holdings and Lehman Brothers Special
Financing Inc. vs. Giants Stadium LLC, Case No. 13-01554 (Bankr.
S.D.N.Y.).

                        About Lehman Brothers

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

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

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

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

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

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

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

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

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

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


LIQUIDMETAL TECHNOLOGIES: Expects to Arbitrate Dispute with VPC
---------------------------------------------------------------
Liquidmetal Technologies, Inc., in June 2012, signed a series of
agreements with Visser Precision Cast LLC, under which the Company
sublicensed to VPC the LMT Technology, agreed that VPC would be
the Company's exclusive manufacturer of products manufactured
using the Company's technology, issued to VPC 30 million shares of
the Company's common stock at a price of $.10 per share and
originally granted VPC a warrant to purchase 15 million shares of
the Company's common stock at an exercise price of $.22 per share,
among other terms.  At the time the Company signed the June 2012
Agreements, the Company believed that VPC had top-tier
manufacturing expertise and that under the June 2012 Agreements
the Company and VPC would collaborate closely with each other to
optimize the other's strengths, with the Company providing
technology development, sales and marketing expertise and VPC
providing quality manufacturing of the Company's products at
competitive prices and with superior delivery times.

In the 16 months since the June 2012 Agreements were signed, the
Company has not realized the benefits that it expected from the
collaboration with VPC.  

"In the Company's view, VPC has been difficult to work with, has
quoted non-competitive prices to manufacture products for customer
orders won by the Company, has often delayed delivery schedules
for quoted products and has generally been unwilling to work
collaboratively with the Company to provide customers with a
seamless process for specifying, ordering and delivering products
made using the Company's technology," the Company said in a
regulatory filing with the U.S. Securities and Exchange
Commission.

The Company believes that VPC has breached various obligations
under the June 2012 Agreements, and indeed induced the Company to
enter into the June 2012 Agreements under false representations
regarding VPC's manufacturing capabilities.  Although the Company
has raised these issues repeatedly with VPC, thus far VPC has been
unable or unwilling to address them to the Company's satisfaction.  
As might be expected when a relationship does not produce the
benefits that the parties expected at the outset, VPC has informed
the Company that it believes the Company is at fault and has
breached various of the Company's obligations under the June 2012
Agreements.

The Company and VPC have met several times in the last several
months to address their differences and to attempt to resolve
them, but have not been able to reach an acceptable resolution.
The Company has proposed various approaches to either solving the
issues and continuing the collaboration on terms that would
promote success for both parties or amicably parting ways, but VPC
has rejected the Company's proposals and has instead proposed
terms for settling the dispute that the Company believes to be
unreasonable and not in the best interests of its shareholders.  
As a consequence, the Company has concluded that VPC is unlikely
to agree to any reasonable resolution of the dispute.  The Company
further believes that either it or VPC is likely to initiate a
binding arbitration before a single arbitrator in Denver,
Colorado, under the procedures specified in the June 2012
Agreements.

If the matter goes to arbitration as the Company expects, the
Company anticipates that it will seek damages from VPC for
fraudulently inducing the Company to enter into the June 2012
Agreements by overstating its manufacturing capabilities and for
harm inflicted on the Company by VPC's failure to perform under
the Manufacturing Services Agreement.  The Company also expects
that it will seek as a remedy the reformation or termination of
the Manufacturing Services Agreement and the termination of the
Sublicense Agreement in order to free the Company from the
exclusive manufacturing arrangement provided for in the June 2012
Agreements and allow the Company to seek other manufacturing
partners.  The Company expects, based on communications received
from VPC, that VPC will claim that the Company has breached
various provisions of the June 2012 Agreements, including the
Subscription Agreement, the Sublicense Agreement and the
Manufacturing Services Agreement; and that the Company engaged in
securities fraud or fraudulently induced VPC to enter into the
June 2012 Agreements by representing that it had no understandings
at the time it entered into the Subscription Agreement that could
require it to issue additional stock in the future that would
dilute VPC's investment.  The Company further expects VPC to seek
money damages.

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

                         http://is.gd/4lQqmG

                    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.


MACROSOLVE INC: Incurs $121,000 Net Loss in Third Quarter
---------------------------------------------------------
Macrosolve, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $120,906 on $161,246 of net revenues for the three months ended
Sept. 30, 2013, as compared with a net loss of $678,013 on
$558,738 of net revenues for the same period a year ago.

For the nine months ended Sept. 30, 2013, the Company reported
net income of $58,802 on $1.12 million of net revenues as compared
with a net loss of $2.16 million on $1.98 million of net revenues
for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2013, showed $1.49
million in total assets, $1.01 million in total liabilities and
$476,842 in total stockholders' equity.

"Although the third quarter results were not as robust as the
three previous quarters, we were prepared for the reduction in
patent licensing revenues and still returned impressive bottom
line results when compared to 2012.  By running a lean operation
and preserving cash, our balance sheet remains strong with a
surplus of working capital," stated Kendall Carpenter, CFO.

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

                         http://is.gd/Zh1jxD

                       About MacroSolve, Inc.

Tulsa, Okla.-based MacroSolve, Inc. (OTC BB: MCVE)
-- http://www.macrosolve.com/-- is a technology and services
company that develops mobile solutions for businesses and
government.  A mobile solution is typically the combination of
mobile handheld devices, wireless connectivity, and software that
streamlines business operations resulting in improved efficiencies
and cost savings.


METRO FUEL: Committee Wants Co-Exclusive Rights to File Plan
------------------------------------------------------------
The Official Committee of Unsecured Creditors of Metro Fuel Oil
Corp., et al., asks the U.S. Bankruptcy Court for the Eastern
District of New York to modify the Debtors' exclusivity rights to
provide co-exclusive rights with the Committee and permit the
Committee to file and obtain acceptances to its Plan, subject to
the following timeline:

  * File a plan of liquidation not later than three calendar days
after the date of entry of an order approving this Motion;

  * File a disclosure statement in support of the plan of
liquidation not later than seven calendar days after the date of
entry of an order approving this Motion; and

  * Obtain acceptances to the plan of liquidation within 90
calendar days after the date of entry of an order approving this
Motion.

The Committee explains, "It is critical for the Committee to be
allowed to file a Chapter 11 plan of liquidation to move these
cases forward and avoid the devastating consequences to all
creditors (secured, administrative, priority and unsecured alike)
that would ensue if NYCB's Motion to Convert is granted before
confirmation of the Plan can be pursued.

"The Committee's plan lays a path for resolving the multiple
complex litigation disputes that have stalled these cases for
months, and it also resolves the involuntary Chapter 11 cases of
the Pullos pending before this Court.  More importantly, the plan
presents the only opportunity for unsecured creditors to receive a
distribution in these cases in a reasonable timeframe.  Without
the plan, these cases will likely convert, paving the way for the
dismissal of the Pullos' involuntary cases rendering NYCB's
judgment lien against the Pullos' assets unavoidable.  If that is
permitted to occur, all chances of recovery for the other secured
creditors that hold personal guarantees by the Pullos and all
unsecured creditors of the Debtors will be pointlessly excluded
from the approximately $18 million to $24 million that the Pullos
are expected to contribute under the Committee's plan.  

"The Debtors are not presently in a position to adopt and sponsor
the Committee's Plan, or any other confirmable plan.  In light of
the Motion to Convert, the time to delay filing and prosecuting a
plan has run out.  These estates deserve an opportunity to confirm
a plan that is fully formed and ready to file.  Conversion is a
remedy of last resort when no other viable option is available.  
The Debtors' inability to file a plan now should not effectively
mean the death knell of these estates and a windfall for NYCB.  
There is ample precedent for modifying the Debtors' exclusive
rights to allow the Committee to file the Plan so that these
cases can fulfill the objective of Chapter 11."

On Jan. 29, 2013, New York Commercial Bank ("NYCB"), one of the
Secured Lenders, filed a motion to convert the Debtors' cases to
cases under chapter 7 of the Bankruptcy Code.  On May 10, 2013,
NYCB filed an amended motion to convert the cases.  

                          About Metro Fuel

Metro Fuel Oil Corp., is a family-owned energy company, founded in
1942, that supplies and delivers bioheat, biodiesel, heating oil,
central air conditioning units, ultra low sulfur diesel fuel,
natural gas and gasoline throughout the New York City metropolitan
area and Long Island.  Owned by the Pullo family, Metro has 55
delivery trucks and a 10 million-gallon fuel terminal in Brooklyn.

Financial problems resulted in part from cost overruns in building
an almost-complete biodiesel plant with capacity of producing 110
million gallons a year.

Based in Brooklyn, New York, Metro Fuel Oil Corp., fka Newtown
Realty Associates, Inc., and several of its affiliates filed for
Chapter 11 bankruptcy protection (Bankr. E.D.N.Y. Lead Case No.
12-46913) on Sept. 27, 2012.  Judge Elizabeth S. Stong presides
over the case.  Nicole Greenblatt, Esq., at Kirkland & Ellis LLP,
represents the Debtor.  The Debtor selected Epiq Bankruptcy
Solutions LLC as notice and claims agent.  Th Debtor tapped Carl
Marks Advisory Group LLC as financial advisor and investment
banker, Curtis, Mallet-Prevost, Colt & Mosle LLP as co-counsel, AP
Services, LLC as crisis managers for the Debtors, and appoint
David Johnston as their chief restructuring officer.

The petition showed assets of $65.1 million and debt totaling
$79.3 million.  Liabilities include $58.8 million in secured debt,
with $48.3 million owing to banks and $10.5 million on secured
industrial development bonds.  Metro Terminals Corp., affiliate of
Metro Fuel Oil Corp., disclosed $38,613,483 in assets and
$71,374,410 in liabilities as of the Chapter 11 filing.

The U.S. Trustee appointed seven-member creditors committee.
Kelley Drye & Warren LLP represents the Committee.  The Committee
tapped FTI Consulting, Inc. as its financial advisor.

On Feb. 15, 2013, the Bankruptcy Court entered an order approving
the sale of substantially all of the assets of the Debtors to
United Refining Energy Corp., for base purchase price of
$27,000,000, subject to adjustments.


METRO FUEL: Court OKs Stipulated Order on NYCB's Conversion Motion
------------------------------------------------------------------
On Oct. 30, 2013, the U.S. Bankruptcy Court for the Eastern
District of New York entered a stipulated order with respect to
New York Commercial Bank ("NYCB")'s Conversion Motion, the Pre-
Hearing Statement filed on Oct. 16, 2013, in connection with the
Conversion Motion, and the Motion of the Official Committee of
Unsecured Creditors filed Oct. 17, 2013, to modify the Debtors'
exclusivity rights to provide co-exclusive rights with the
Committee.  

Pursuant to the approved Stipulated Order:

   1. Unless modified by agreement of the Parties or the Court,
all objections or opposition briefing to the Conversion Motion
will be filed on or before Nov. 5, 2013.

   2. Unless modified by agreement of the Parties or the Court,
all objections or opposition briefing to the Co-Exclusivity Motion
will be filed on or before Nov. 5, 2013.

   3. Unless modified by agreement of the Parties or the Court,
all replies or responsive briefing in support of the Conversion
Motion or Co-Exclusivity Motion will be filed on or before Nov.
13, 2013, at 12:00 p.m. (ET).

   4. The Court has scheduled a telephonic status conference on
the Conversion Motion and the Co-Exclusivity Motion for Nov. 14,
2013. at 10:00 a.m. (ET).

   5. The Parties agree to conduct any hearing on the Conversion
Motion without prehearing discovery or calling fact and/or expert
witnesses; the Parties instead intend to proceed at any hearing
based on the Court record (including briefs in support and in
opposition), the Pre-Hearing Statement and the exhibits set forth
in the Pre-Hearing Statement to which there was no objection.

   6. The Pre-Hearing Statement is modified to include the
following sentence inserted at the end of Paragraph 58:

     "Other than the payments described in Paragraph 57 above,
     NYCB has not received any other payments against its
     indebtedness since the Petition Date."

   7. The Parties may execute this Order in multiple counterparts,
each of which will be deemed an original, but all of which
together constitute one and the same agreement.  It may be
executed by facsimile or other electronic signature, which will
have the same force and effect as an original signature.

7. The Court will retain jurisdiction with respect to all matters
arising from or related to the implementation of this Order.

A copy of the Pre-Hearing Statement is available at:

          http://bankrupt.com/misc/metrofuel.doc661.pdf

                          About Metro Fuel

Metro Fuel Oil Corp., is a family-owned energy company, founded in
1942, that supplies and delivers bioheat, biodiesel, heating oil,
central air conditioning units, ultra low sulfur diesel fuel,
natural gas and gasoline throughout the New York City metropolitan
area and Long Island.  Owned by the Pullo family, Metro has 55
delivery trucks and a 10 million-gallon fuel terminal in Brooklyn.

Financial problems resulted in part from cost overruns in building
an almost-complete biodiesel plant with capacity of producing 110
million gallons a year.

Based in Brooklyn, New York, Metro Fuel Oil Corp., fka Newtown
Realty Associates, Inc., and several of its affiliates filed for
Chapter 11 bankruptcy protection (Bankr. E.D.N.Y. Lead Case No.
12-46913) on Sept. 27, 2012.  Judge Elizabeth S. Stong presides
over the case.  Nicole Greenblatt, Esq., at Kirkland & Ellis LLP,
represents the Debtor.  The Debtor selected Epiq Bankruptcy
Solutions LLC as notice and claims agent.  Th Debtor tapped Carl
Marks Advisory Group LLC as financial advisor and investment
banker, Curtis, Mallet-Prevost, Colt & Mosle LLP as co-counsel, AP
Services, LLC as crisis managers for the Debtors, and appoint
David Johnston as their chief restructuring officer.

The petition showed assets of $65.1 million and debt totaling
$79.3 million.  Liabilities include $58.8 million in secured debt,
with $48.3 million owing to banks and $10.5 million on secured
industrial development bonds.  Metro Terminals Corp., affiliate of
Metro Fuel Oil Corp., disclosed $38,613,483 in assets and
$71,374,410 in liabilities as of the Chapter 11 filing.

The U.S. Trustee appointed seven-member creditors committee.
Kelley Drye & Warren LLP represents the Committee.  The Committee
tapped FTI Consulting, Inc. as its financial advisor.

On Feb. 15, 2013, the Bankruptcy Court entered an order approving
the sale of substantially all of the assets of the Debtors to
United Refining Energy Corp., for base purchase price of
$27,000,000, subject to adjustments.


MF GLOBAL: SIPC Applauds Trustee on Return of Customer Property
---------------------------------------------------------------
With the approval Tuesday by the bankruptcy court of the request
to allocate about $305 million from the MF Global Inc. (MFGI)
estate to pay back commodity customers by the end of the year, all
U.S. and overseas commodities customers will receive a 100 percent
return of their customer property, according to James W. Giddens,
trustee for the Securities Investor Protection Act (SIPA)
liquidation of MFGI.  The Securities Investor Protection
Corporation (SIPC) on Nov. 6 applauded the hard work of Trustee
Giddens and his attorneys in reaching this major milestone.

The funds allocated are being advanced from the general estate of
MFGI.

SIPC President Stephen Harbeck said: "SIPC commends the Trustee
for his significant achievement in this difficult case.  The
return of 100 percent of U.S. and overseas commodities customer
property by the end of the year, coupled with the fact that 100
percent of securities customers' property has already been
returned shows how committed Trustee Giddens and his staff are to
SIPC's goal of always achieving the maximum recovery for
customers.  We also recognize the efforts of U.S. Bankruptcy Court
Judge Martin Glenn in reaching this important milestone."

Trustee Giddens said: "I am delighted to be in a position to make
a full return of customer property to all commodities customers
with allowed claims.  We will now move as quickly as possible,
once the Court's order is final, to begin the 100 percent final
distribution to all former MF Global Inc. commodities futures
customers, including customers who traded on U.S. exchanges and
foreign exchanges."

In commenting on Trustee Giddens' remarkable achievement, Judge
Martin Glenn of the U.S. Bankruptcy Court in Manhattan noted: "I
don't know of anyone who thought when the case started that the
foreign and domestic commodity customers would be looking at 100%
recoveries."

Full details on the approval of the allocation motion can be found
at mfglobaltrustee.com  

                         About MF Global

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

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

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

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

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

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

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

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

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

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

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


MF GLOBAL: CME Unveils Agreements to Expedite Customer Payments
---------------------------------------------------------------
CME Group, Inc. (CME), the Customer Class Representatives in the
ongoing MF Global multi-district litigation (Customer
Representatives), and James W. Giddens, Trustee for the Securities
Investor Protection Act (SIPA) liquidation of MF Global Inc.
(MFGI) on Nov. 6 announced agreements that will resolve any claims
by or against CME Group in connection with the MF Global matter,
and will further help expedite payments to MFGI's former
customers.

In an agreement between the Trustee and CME, CME will be allowed
to assert a $29 million claim against MFGI based on expenses
incurred by CME as a result of MFGI's bankruptcy.  CME's claim was
reserved under the prior settlement agreement between CME and the
Trustee that allowed the return of over $161 million to the
Trustee.  Pursuant to an agreement approved by the bankruptcy
court, CME Group previously deferred its right to payment of any
of its claims against MFGI until all customer account balance
claims have been paid in full and that continues to be the case.

In a separate agreement between CME and the Customer
Representatives, CME has agreed to deliver $14.5 million, one-half
of the distribution that it will receive from the Trustee, to the
Customer Representatives for distribution to MFGI's former
customers.

On behalf of the Customers, Co-Lead Counsel Andrew Entwistle and
Merrill Davidoff observed: "This settlement marks an additional
commitment by the CME to the Customers of MF Global, which
previously included the CME Trust's $50 million contingent
commitment and the CME's $100 million commitment to farmers.  This
settlement dovetails nicely with our related settlement of the
Customers' net equity claims against MFGI which will result in the
Customers receiving the return of 100 percent of their net equity
claims, though significant damages to the Customers and General
Estate remain.  This settlement allows us to continue our focus on
MF Global's former officers and directors and the company's former
auditor PwC.  It is time for those defendants to pay for their
improper behavior."

"We are pleased that [Wednes]day's agreements help customers to
finally recover the balance of their property," said CME Group
Executive Chairman and President Terry Duffy.  "Though CME Group
fulfilled all of its responsibilities as a self-regulatory
organization, these agreements provide a quicker resolution for
our customers -- giving them more money back sooner, rather than
working through prolonged litigation.  [Wednes]day's announcement
is in keeping with other actions we took to assist our clients
after the MF Global failure -- issuing a $550 million guarantee to
the Trustee to speed the return of customer property, pledging $50
million in assets of CME Trust to offset our customers' losses if
necessary, and establishing the $100 million Family Farmer and
Rancher Protection Fund to provide additional protection to the
nation's farmers and ranchers."

The agreements are subject to court approval before they can
become effective, and will be presented for approval, as
appropriate, to Bankruptcy Court Judge Martin Glenn and District
Court Judge Victor Marrero.

                         About MF Global

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

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

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

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

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

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

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

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

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

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

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


MOBILESMITH INC: Sells Add'l $130,000 Convertible Note
------------------------------------------------------
MobileSmith, Inc., sold an additional convertible secured
subordinated note due Nov. 14, 2016, in the principal amount of
$130,000 to a current noteholder upon substantially the same terms
and conditions as the Company's previously issued notes.

The Company is obligated to pay interest on the New Note at an
annualized rate of 8 percent payable in quarterly installments
commencing Jan. 28, 2014.  As with the Existing Notes, the Company
is not permitted to prepay the New Note without approval of the
holders of at least a majority of the aggregate principal amount
of the Notes then outstanding.
  
The Company plans to use the proceeds to meet ongoing working
capital and capital spending requirements.

The sale of the New Note was made pursuant to an exemption from
registration in reliance on Section 4(a)(2) of the Securities Act
of 1933, as amended.

                      About MobileSmith Inc.

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

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

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


MORGANS HOTEL: Yucaipa Plans to Make $8 Per Share Buyout Proposal
-----------------------------------------------------------------
Ronald W. Burkle, Yucaipa American Management, LLC, Yucaipa
American Funds, LLC, et al., on Oct. 31, 2013, sent a letter to
the board of directors of Morgans Hotel Group Co. expressing a
desire to make a proposal to the board to purchase the Company for
$8.00 per share, subject to satisfactory due diligence and no
material change in the Company's financial position.  The Yucaipa
Parties also encouraged the Company to seek other bids in order to
ascertain if a higher price can be obtained.

As of Oct. 31, 2013, the Yucaipa Parties beneficially owned
12,522,367 shares of common stock of Morgans Hotel representing
27.4 percent of the shares outstanding.

A copy of the regulatory filing is available for free at:

                        http://is.gd/AkdxIR

                     About Morgans Hotel Group

Based in New York, Morgans Hotel Group Co. (Nasdaq: MHGC) --
http://www.morganshotelgroup.com/-- is widely credited as the
creator of the first "boutique" hotel and a continuing leader of
the hotel industry's boutique sector.  Morgans Hotel Group
operates and owns, or has an ownership interest in, Morgans,
Royalton and Hudson in New York, Delano and Shore Club in South
Beach, Mondrian in Los Angeles and South Beach, Clift in San
Francisco, Ames in Boston, and Sanderson and St Martins Lane in
London.  Morgans Hotel Group and an equity partner also own the
Hard Rock Hotel & Casino in Las Vegas and related assets.  Morgans
Hotel Group also manages hotels in Isla Verde, Puerto Rico and
Playa del Carmen, Mexico.  Morgans Hotel Group has other property
transactions in various stages of completion, including projects
in SoHo, New York and Palm Springs, California.

The Company incurred a net loss attributable to common
stockholders of $66.81 million in 2012, a net loss attributable to
common stockholders of $95.34 million in 2011, and a net loss
attributable to common stockholders of $89.96 million in 2010.
Morgans Hotel's balance sheet at June 30, 2013, showed $580.67
million in total assets, $744.32 million in total liabilities,
$6.04 million in redeemable noncontrolling interest and a
$169.70 million total stockholders' deficit.


NATIONAL HOLDINGS: Bryant Riley Held 6.3% Stake at Oct. 24
----------------------------------------------------------
In a Schedule 13G filed with the U.S. Securities and Exchange
Commission, Bryant Riley and his affiliates disclosed that as of
Oct. 24, 2013, they beneficially owned 5,555,969 shares of common
stock of National Holdings Corporation representing 6.3 percent of
the shares outstanding.  A copy of the regulatory filing is
available for free at http://is.gd/4aLYSI

                       About National Holdings

New York, N.Y.-based National Holdings Corporation is a financial
services organization, operating primarily through its wholly
owned subsidiaries, National Securities Corporation, Finance
Investments, Inc., and EquityStation, Inc.  The Broker-Dealer
Subsidiaries conduct a national securities brokerage business
through their main offices in New York, New York, Boca Raton,
Florida, and Seattle, Washington.

The Company incurred a net loss of $1.93 million for the year
ended Sept. 30, 2012, compared with a net loss of $4.71 million
during the prior year.  The Company's balance sheet at June 30,
2013, showed $23.43 million in total assets, $11.81 million in
total liabilities and $11.62 million in total stockholders'
equity.

Sherb & Co., LLP, in Boca Raton, Florida, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Sept. 30, 2012.  The independent auditors noted that
the Company has incurred significant losses and has a working
capital deficit as of Sept. 30, 2012, that raise substantial doubt
about the Company's ability to continue as a going concern.

                         Bankruptcy Warning

"Our independent public accounting firm has issued an opinion on
our consolidated financial statements that states that the
consolidated financial statements were prepared assuming we will
continue as a going concern and further states that our recurring
losses from operations, stockholders' deficit and inability to
generate sufficient cash flow to meet our obligations and sustain
our operations raise substantial doubt about our ability to
continue as a going concern.  Our future is dependent on our
ability to sustain profitability and obtain additional financing.
If we fail to do so for any reason, we would not be able to
continue as a going concern and could potentially be forced to
seek relief through a filing under the U.S. Bankruptcy Code," the
Company said in its annual report for the year ended Sept. 30,
2012.


OHANA GROUP: Asks Court to Expand Scope of Krikorian Engagement
---------------------------------------------------------------
Ohana Group, LLC, asks the U.S. Bankruptcy Court for the Western
District of Washington to expand the scope of employment of The
Law Offices Brian H. Krikorian as special counsel for the Debtor
to include serving as the Debtor's special counsel in connection
with plan confirmation issues, including without limitation issues
relating to the enforcement, allowability, and amount of the
claim held by the secured lender Wells Fargo, N.A., as trustee for
the Registered Holders of Credit Suisse First Boston Mortgage
Securities Corp., Commercial Pass-Through Certificates, Series
2007-C5, and with preparation for and participating in evidentiary
hearings on the Debtor's proposed plan of reorganization.

On Feb. 4, 2013, the Court entered an Order authorizing the
Debtor's employment of The Law Offices of Brian H. Krikorian as
special counsel for the Debtor for the purpose of representing the
Debtor in litigation against one of the Debtor's former tenants in
King County Superior Court Case No. 12-2-15573-9.

                      About Ohana Group LLC

Ohana Group LLC, is a Washington limited liability company formed
in 2006 for the purpose of managing and operating a mixed-used
real property development located at 3601 Fremont Avenue N. in
Seattle, Washington.  The Company filed for Chapter 11 bankruptcy
(Bankr. W.D. Wash. Case No. 12-21904) on Nov. 30, 2012.  The
Debtor's members are Patricia Cawdrey and Daniel Cawdrey, Jr.  
Judge Marc Barreca oversees the case.  James I. Day, Esq., at Bush
Strout & Kornfeld LLP, in Seattle, serves as bankruptcy counsel.  
The Law Offices of Brian H. Krikorian represents the Debtor as
special counsel in connection with the litigation against one of
the Debtor's former tenants.  In its petition, the Debtor
scheduled $16,000,000 in assets and $11,696,131 in liabilities.


OPTA MINERALS: In Process of Amending Certain Bank Covenant Ratios
------------------------------------------------------------------
Opta Minerals Inc. on Nov. 6 announced results for the three and
nine months ended September 30, 2013.

David Kruse, President and CEO of Opta Minerals, noted "Revenues
in the third quarter and on a year to date basis have increased
over the comparable periods in 2012 primarily due to the
acquisitions of Babco Industrial Corp. and WGI Heavy Minerals,
Incorporated (WGI) last year.  Our base business has softened from
the prior year as a result of generally weak economic conditions
in the steel industry and reduced spending on infrastructure
projects that also affects the Industrial Minerals Group.  
Earnings have been negatively impacted by these slowdowns.  The
impact was more pronounced in the Steel and Magnesium segment as
the output in the steel industry during the quarter continued to
track below the prior year.  Results this quarter have been
adversely affected by goodwill and intangible asset write-downs on
certain goodwill and intangible assets in the Industrial Minerals
segment and higher finance costs as a result of prior year
acquisitions.

We anticipate that the steel industry will continue to track
consistently with the past two quarters.  With the integration of
WGI now substantially complete, we anticipate lower SGA and
reduced one time charges.  The Company remains focused on further
cost reductions in order to restore margins on certain products to
historical levels.  Working capital is expected to decline over
the next six months as there will be limited bulk purchases of
slags and garnets required over this time period."

Operational and Financial Highlights:

        --  For the three months ended September 30, 2013 Opta
Minerals has a net loss of $1.4 million as compared to a net
profit of $1.5 million in the comparable quarter in 2012.  On a
year to date basis, the Company incurred a net loss of $1.1
million compared to net profit of $4.3 million in 2012 over the
same period.  Economic conditions across all sectors have affected
both revenues and margins during the year.  Lower revenues        
within the Steel Group have had a significant impact on the
Company's net earnings.  The Company has also incurred certain one
time costs approximating $1.5 million in severance costs, various
professional fees related to the WGI acquisition, new banking
agreements and amendments and implementation of tax planning
strategies.  During the quarter, the Company expensed $3.9 million
in goodwill and intangible asset write-downs on non-financial
assets related to the Industrial Minerals segment and realized a
gain of $0.6 million in changes in expected payments to contingent
consideration.

        --  Revenue in the Steel and Magnesium segment decreased
4.8% from the comparable quarter in 2012.  On a year to date basis
revenues have declined 5.4%.  Revenue in the Steel and Magnesium
segment has primarily been impacted by overall lower steel output
in North America and Europe compared to the previous year.  The
Industrial Minerals segment increased 21.1% over the comparable
quarter in 2012 and 58.8% on a year to date basis as compared to
the previous year.  The increase is due to the acquisition of WGI,
partially offset by lower revenues in the base industrial minerals
business related to generally weak economic conditions in this
segment, as well as lower output in the steel industry as this
group's revenues are also affected by the steel industry.  In both
segments we have not lost any major customers.

        --  Gross profit decreased quarter over quarter due to
lower overall gross profit margins of 16.4% compared to 21.2% in
the prior year quarter.  For the nine months ended September 30,
2013 gross profit margins were 17.1% compared to 21.7% in the
comparable 2012 period.  Gross profit margins have declined due to
the acquisition of WGI which has inherently lower margins, reduced
steel revenues especially in the last two quarters which have
higher inherent margins than the Industrial Minerals group, and
lower margins in the Industrial Minerals segment compared to the
prior year as a result of competitive pressures, and economic
conditions affecting revenues and throughput.

        --  Selling, general and administrative expenses (SGA) as
a percent of revenues were 12.9% in the third quarter and 13.9%
for the first nine months of 2013.  Included in SGA in the third
quarter were $0.2 million in severance costs related to the
restructuring and integration of the WGI acquisition.  For the
nine months ended September 30 2013 there were one time costs
associated with professional fees for income tax restructuring of
$0.2 million and severance costs of $0.8 million.  With the
integration of WGI substantially complete, the Company expects to
reduce SGA in subsequent quarters as synergies have been achieved
from the integration of the WGI acquisition.

        --  Finance expense was $0.9 million for the quarter and
$3.0 million year to date.  Finance expense includes $0.5 million
year to date in legal and amendment fees related to recent
amendments to our banking agreements.

        --  The debt to equity ratio at September 30, 2013 was
1.26 to 1.00, and at December 31, 2012 was 1.27 to 1.00.
Subsequent to the quarter, the Company obtained a waiver of
certain financial covenants under the Company's Credit Agreement
with the Bank of Nova Scotia.  At September 30, 2013, the Company
was not able to fulfill certain financial covenants as stipulated
under the Credit Agreement, which constituted an event of default
under the Credit Agreement.  Affected borrowings totaling $39.9
million have been classified as current liabilities.  The
Company is in the process of amending certain bank covenant ratios
for subsequent quarters.

Opta Minerals is a vertically integrated provider of custom
process solutions and industrial mineral products used primarily
in the steel, foundry, loose abrasive cleaning, water-jet cutting
and municipal water filtration industries.  The Company has
production and distribution facilities in Ontario, Quebec,
Saskatchewan, Louisiana, South Carolina, Virginia, Maryland,
Indiana, Michigan, New York, Texas, Florida, Ohio, Idaho, France,
Slovakia and Germany.  Opta has one of the broadest product lines
in the industry.


OVERLAND STORAGE: Inks Pact to Acquire Tandberg Data
----------------------------------------------------
Overland Storage and Tandberg Data Holdings S.a r.l. announced a
definitive agreement for Overland to acquire Tandberg Data, a
privately held global leader of data storage and data protection
solutions that generated revenue for the twelve months ended
June 30, 2013, of approximately $60 million on a US GAAP basis.

"The Overland and Tandberg combination will accelerate our
strategy of becoming a global leader in the data management and
data protection industry," said Eric Kelly, president and CEO of
Overland Storage.  "With more than $100 million in annual revenue
for the combined company during the last fiscal year, we expect
the combination of these two businesses to provide us with a
clearer path to profitability.  The combined company will offer
one of the broadest product lines and service offerings in the
enterprise storage marketplace, and have the resources necessary
to expand our market presence, fuel our growth and deliver
innovative products and cloud offerings in the future.

"The combination of Overland and Tandberg will expand our
geographical reach in Europe, Asia and the Middle East, as well as
strengthen the research and development team.  It will also enable
us to leverage the world-class manufacturing facility in China."

"We look forward to joining forces with Overland and are excited
to combine our substantial resources to create a stable platform
for profitability, enabling greater focus on accelerating revenue
growth," said Patrick Clarke, CEO of Tandberg Data.  "Together we
will be able to support our customers globally with over 16,000
channel and service partners."

Under the terms of the agreement:

     * 100 percent stock transaction.

     * Cyrus Capital, the owner of Tandberg Data, and other
       convertible debt holders will convert approximately 81
       percent of their currently outstanding convertible debt
       into shares of Overland common stock at a price of $1.30
       per share.

     * Eric Kelly will continue to serve as president and CEO of
       the combined company, Kurt Kalbfleisch will continue to
       serve as CFO and Randy Gast of Overland will serve in newly
       created position of COO.

     * Overland's board of directors will be expanded to seven
       directors, of which five will be current board members, and
       the other two of which will be new board members appointed
       by Cyrus Capital.

The acquisition is currently expected to be completed by the end
of December 2013, subject to customary closing conditions,
shareholder and regulatory approvals.

Tandberg Data Holdings S.a r.l is a leading global supplier of
data storage and data protection solutions for small and medium-
sized businesses, remote offices, departments and workgroups.
Headquartered in Dortmund, Germany, Tandberg with offices around
the world including the US, Japan, and France, and a
manufacturing facility in China.  Tandberg markets its solutions
through a global channel of qualified resellers, distributors, and
OEM manufacturers including Apple, Fujitsu, Toshiba, HP, Hitachi
and NEC.

Additional information is available for free at:

                         http://is.gd/nHAAl6

                        About Overland Storage

San Diego, Cal.-based Overland Storage, Inc. (Nasdaq: OVRL) --
http://www.overlandstorage.com/-- is a global provider of unified
data management and data protection solutions designed to enable
small and medium enterprises (SMEs), corporate departments and
small and medium businesses (SMBs) to anticipate and respond to
change.

Overland Storage incurred a net loss of $19.64 million on $48.02
million of net revenue for the fiscal year ended June 30, 2013, as
compared with a net loss of $16.16 million on $59.63 million of
net revenue during the prior fiscal year.  The Company's balance
sheet at June 30, 2013, showed $31.40 million in total assets,
$41.69 million in total liabilities and a $10.29 million total
shareholders' deficit.

Moss Adams LLP, in San Diego, California, issued a "going concern"
qualification on the consolidated financial statements for the
year ended June 30, 2013, citing recurring losses and negative
operating cash flows which raise substantial doubt about the
Company's ability to continue as a going concern.


PACIFIC GOLD: Asher Enterprises Held 9.9% Stake as of Nov. 1
------------------------------------------------------------
In a Schedule 13G filed with the U.S. Securities and Exchange
Commission, Asher Enterprises, Inc., disclosed that as of Nov. 1,
2013, it beneficially owned 2,722,405 shares of common stock of
Pacific Gold Corp. representing 9.99 percent of the shares
outstanding.  A copy of the regulatory filing is available for
free at http://is.gd/Eb10v3

                         About Pacific Gold

Las Vegas, Nev.-based Pacific Gold Corp. is engaged in the
identification, acquisition, and development of prospects believed
to have gold mineralization.  Pacific Gold through its
subsidiaries currently owns claims, property and leases in Nevada
and Colorado.

Pacific Gold disclosed a net loss of $16.62 million in 2012, as
compared with a net loss of $1.38 million in 2011.  As of June 30,
2013, the Company had $1.39 million in total assets, $4.30 million
in total liabilities and a $2.91 million total stockholders'
deficit.

Silberstein Ungar, PLLC, in Bingham Farms, Michigan, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012.  The independent
auditors noted that the Company has incurred losses from
operations, has negative working capital and is in need of
additional capital to grow its operations so that it can become
profitable.  These factors raise substantial doubt about the
Company's ability to continue as a going concern.


PATRIOT COAL: Gets Authorization to Proceed with Rights Offering
----------------------------------------------------------------
Patriot Coal Corporation on Nov. 6 disclosed that the Bankruptcy
Court for the Eastern District of Missouri has confirmed that the
Company's Disclosure Statement contains the information necessary
to enable creditors to vote on the Company's Plan of
Reorganization.  Following the Nov. 6 ruling, Patriot will
immediately commence the process to solicit votes on its Plan of
Reorganization as outlined in filings with the bankruptcy court.

The Court on Nov. 6 also authorized Patriot to move forward with
the proposed Rights Offerings in conjunction with the Plan of
Reorganization.  As previously disclosed, the Rights Offerings
will be fully backstopped by Knighthead Capital Management, LLC
and certain affiliates.  Additionally, the Court approved an
agreement with leading financial institutions Barclays and
Deutsche Bank to arrange new exit financing and post-emergence
credit facilities of $576 million.  Finally, the Court approved
the Company's previously announced settlements with Peabody Energy
Corporation (Peabody) and Arch Coal, Inc. (Arch).

"[Wednes]day's actions by the court represent important milestones
on Patriot's path to emergence as a strong, well-capitalized
competitor in the coal industry," said Patriot President and Chief
Executive Officer Bennett K. Hatfield.  "Taken together, the
Rights Offering and the settlements with Peabody and Arch lay the
foundation for completion of our exit financing in the next few
weeks.  We remain on schedule for emergence from bankruptcy in mid
to late December."

                        About Patriot Coal

St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer
and marketer of coal in the eastern United States, with 13 active
mining complexes in Appalachia and the Illinois Basin.  The
Company ships to domestic and international electricity
generators, industrial users and metallurgical coal customers, and
controls roughly 1.9 billion tons of proven and probable coal
reserves.

Patriot Coal and nearly 100 affiliates filed voluntary Chapter 11
petitions in U.S. bankruptcy court in Manhattan (Bankr. S.D.N.Y.
Lead Case No. 12-12900) on July 9, 2012.  Patriot said it had
$3.57 billion of assets and $3.07 billion of debts, and has
arranged $802 million of financing to continue operations during
the reorganization.

Davis Polk & Wardwell LLP serves as lead restructuring counsel.
Bryan Cave LLP serves as local counsel to the Debtors.  Blackstone
Advisory Partners LP is serving as financial advisor, and AP
Services, LLC is providing interim management services to Patriot
in connection with the reorganization.  Ted Stenger, a Managing
Director at AlixPartners LLP, the parent company of AP Services,
has been named Chief Restructuring Officer of Patriot, reporting
to the Chairman and CEO.  GCG, Inc. serves as claims and noticing
agent.

The U.S. Trustee appointed a seven-member creditors committee.
Kramer Levin Naftalis & Frankel LLP serves as its counsel.
Houlihan Lokey Capital, Inc., serves as its financial advisor and
investment banker.  Epiq Bankruptcy Solutions, LLC, serves as its
information agent.

On Nov. 27, 2012, the New York bankruptcy judge moved Patriot's
bankruptcy case to St. Louis.  The order formally sending the
reorganization to Missouri was signed December 19 by the
bankruptcy judge.  The New York Judge in a Jan. 23, 2013 order
denied motions to transfer the venue to the U.S. Bankruptcy Court
for the Southern District of West Virginia.

Patriot Coal Corp., et al., filed with the U.S. Bankruptcy Court
for the Eastern District of Missouri a First Amended Joint
Chapter 11 Plan of Reorganization and an explanatory disclosure
statement on Oct. 9, 2013, and a Second Amended Joint Chapter 11
Plan of Reorganization and an explanatory disclosure statement on
Oct. 26, 2013.


QUEEN ELIZABETH: Opposes Dismissal, Touts "Good Faith" Filing
-------------------------------------------------------------
Debtor Queen Elizabeth Realty Corp. objects to the motions of (1)
Margaret Wu for the dismissal of the Debtor's Chapter 11 case or,
in the alternative, abstention; and (2) Dean Fong as Receiver of
the Property of Phillip Wu for the dismissal of the case or, in
the alternative, abstention, and to excuse the Receiver from
compliance with 11 U.S.C. Section 543.

The Debtor cited:

   1. A Receiver's proper role is as a neutral officer of the
Court and not an advocate for either party to the proceeding for
which he was appointed.

   2. Movants are not creditors of the Debtor and have no standing
to file the motions.

   3. The Debtor has been deprived of due process in the divorce
action and any assertion that its rights can be protected in that
proceeding is illusory.

   4. The Bankruptcy Court is able to modify provisional relief
previously granted in the divorce action and thus should deny the
receiver's request to be excused from compliance with 11 U.S.C.
Section 543.  The Receiver has the power to monitor and protect
Phillip Wu's one-third minority interest in QERC, and no more/

   5. It is in the best interests of the Debtor and the estate
that the Chapter 11 case be prosecuted through the confirmation of
a plan or reorganization.

   6. The Chapter 11 case was filed in good faith.  In this case,
the Movants are both non-creditors who have latched onto and
sought distribution from property that is not the marital property
of either divorcing party.  

   7. Abstention under 11 U.S.C. 305 is appropriate only where
both the Debtor and creditors would benefit.

The Debtor says the Dismissal Motions were filed prematurely, less
than 1 month from the Filing Date, and seeks to provide a windfall
to Movants to the detriment of the Debtor's estate and creditors.  
The Debtor says it should be afforded a reasonable opportunity to
confirm a plan and reorganize its affairs in the Chapter 11
proceeding, and at the very minimum, the statutory time the Debtor
entitled to confirm the Plan, which it is confident will be
confirmed.

A copy of the Debtor's opposition to the Dismissal Motions is
available at http://bankrupt.com/misc/qerc.doc36.pdf

On Oct. 28, 2013, the Debtor filed a supplement to its opposition.  
The supplement updates the Court regarding developments that have
occurred in the past five calendar days that bear directly upon
the Court's determination of the Motions.  A copy of the document
is available at:

             http://bankrupt.com/misc/qerc.doc42.pdf

                  SCB Also Opposes Dismissal

Like the Debtor, Shanghai Commercial Bank Ltd., New York Branch
("SCB") also wants denial of the Dismissal Motions, citing:

   1. The C-TC 9th Ave. P'ship v. Norton Co. (In re: C-TC 9th Ave.
P'ship.), 113 F.3d 1304, 1311 (2d Cir. 1997) factors do not weigh
in favor of dismissing the bankruptcy case.

   2. The best interests of the Debtor and its creditors are not
met by dismissing the bankruptcy case.

   3. The Receiver must comply with the Turnover Requirements of
the Bankruptcy Code and should not be permitted to control over
the Property.

   4. The Receiver should not be entitled to costs and expenses
pursuant to 11 U.S.C. Section 543(c)(2).

                         Dismissal Motions

A) Margaret Wu Dismissal Motion

On Aug. 8, 2013, Margaret Wu filed with the U.S. Bankruptcy Court
for the Southern District of Florida a motion to dismiss Queen
Elizabeth Realty Corp.'s bankruptcy case, citing:

   1. The Debtor's bankruptcy case was filed only to frustrate and
defeat the rights of Margaret Wu in her pending divorce proceeding
in New York State Supreme Court under Index #300080/2009.  Phillip
Wu is the Defendant in the divorce proceeding and owner of 1/3 of
the Debtor's shares.  

   2. The Debtor has no unsecured creditors, and its primary
issues are effectively a two-party dispute with Margaret Wu.  
Based upon the Debtor's schedules and Statements of Financial
Affairs the Debtor has no operations or income that can reasonably
support any of its current financial obligations or provide any
value under a plan of reorganization.

   3. Suspension, abstention or dismissal is appropriate when much
of what can be accomplished before the Bankruptcy Court has or can
be accomplished in actions before the state court.  Again, it
should be noted this bankruptcy case was filed as part of an
improper effort by the Debtor to stall and delay as long as
possible despite no possible benefit to its creditors (and despite
a receiver, an independent fiduciary being active in the
matrimonial proceeding).

   4. There is no justification for allowing this bankruptcy case
to continue and accrue administrative expenses.

A copy of Margaret Wu's Dismissal Motion is available at:

          http://bankrupt.com/misc/qerc.doc12.pdf

B) Receiver's Dismissal Motion

On Sept. 18, 2013, Dean K. Fong, Esq., as Receiver of the Property
of Phillip Wu, asked the Bankruptcy Court for (i) an order
dismissing the Debtor's Chapter 11 case under Bankruptcy Code
Section 1112(b) based on lack of good faith, or (ii) an order
dismissing or suspending the proceedings in the case under
Bankruptcy Code Section 305(a), as the interests of the creditors
and Debtor would be better served by dismissal or suspension; or
in the alternative, (iii) an order (a) excusing the Receiver from
complying with any turnover under Bankruptcy Code Section 543(d),
and/or (b) protecting the property held by the Receiver and for
payment of the Receiver's reasonable costs and expenses under
Bankruptcy Code Section 543(c).

The Receiver relates:

   1. The Case is a classic example of a chapter 11 filed in bad
faith for the improper purpose of halting an ongoing state court
action.

   2. The essential controversy here is a two party dispute
between Margaret Wu, on the one hand, and her husband Phillip Wu,
on the other hand, over what she is entitled to in the divorce
action, and Jeffrey Wu's effort to use the Court to help Debtor
avoid paying rent to the Receiver -- and ultimately to Margaret
Wu.  According to the Receiver, the case was filed shortly after
the Receiver obtained a judgment in the eviction proceeding the
Receiver against a company that Jeffrey Wu owned and/or
controlled.

A copy of the Receiver's Dismissal Motion is available at:

          http://bankrupt.com/misc/qerc.doc26.pdf

Queen Elizabeth Realty Corp. filed a Chapter 11 petition (Bankr.
S.D.N.Y. Case No. 13-12335) on July 17, 2013.  Jeffrey Wu signed
the petition as president.  Judge Stuart M. Bernstein presides
over the case.  Jonathan S. Pasternak, Esq., at Delbello Donnellan
Weingarten Wise & Wiederkehr, LLP, serves as the Debtor's counsel.
The Debtor disclosed $20 million of total assets and $12 million
of total liabilities in its Schedules.  The petition was signed by
Jeffrey Wu, president of QERC and owner of 1/3 of the Debtor's
shares.  Jeffrey Wu and Lewis Wu (brothers of Phillip Wu,
brothers-in-law of Margaret Wu, each own 1/3 of the shares of the
Debtor.


REEVES DEVELOPMENT: IberiaBank Opposes Bid to Use Cash Collateral
-----------------------------------------------------------------
IberiaBank is blocking efforts by Reeves Development Co. LLC to
win court approval to use a portion of the funds considered to be
the bank's cash collateral.

Reeves Development in October asked the U.S. Bankruptcy Court for
the Western District of Louisiana for green light to use the cash
collateral to fund a material pit project in Lake Charles,
Louisiana.  

Ronald Bertrand, Esq., said creditors including IberiaBank "do not
have the ability to monitor what is going on as to their cash
collateral" because the company doesn't file its financial reports
on time.

"If the debtor is not capable of maintaining records on a more
current basis...then said debtor should not be authorized to use
cash collateral," the bank's lawyer said in court papers filed
last week.

Mr. Bertrand said the last reports filed by the company with the
court "do not reflect sufficient cash collateral" to justify its
request to use the funds.

Mr. Bertrand further said that the use of the bank's cash
collateral for the project is not part of Reeves Development's
proposed Chapter 11 plan.

"At the time of the Chapter 11 filing, the debtor was not
operating a dirt pit. This is a new venture, with no history to
fall back on," the lawyer said, adding that all information about
the viability and success of the project is "speculative."

Mr. Bertrand can be reached at:

         Ronald J. Bertrand, Esq.
         Attorney at Law
         714 Kirby Street
         Lake Charles, Louisiana 70601
         Telephone: (337) 436-2541

                    About Reeves Development

Reeves Development Company, LLC, a commercial and residential real
estate developer, filed a Chapter 11 petition (Bankr. W.D. La.
Case No. 12-21008) in Lake Charles, Louisiana, on Oct. 30, 2012.
The closely held developer was founded in 1998 by Charles Reeves
Jr., its sole owner.  Reeves Development has about 80 employees
and generates about $40 million in annual revenue, according to
its Web site.

Bankruptcy Judge Robert Summerhays oversees the case.  Arthur A.
Vingiello, Esq. -- avingiello@steffeslaw.com -- at Steffes,
Vingiello & McKenzie, LLC, in Baton Rogue, Louisiana, represents
the Debtor as counsel.

Reeves Development scheduled assets of $15,454,626 and liabilities
of $20,156,597 as of the Petition Date.

Affiliate Reeves Commercial Properties, LLC (Bankr. W.D. La. Case
No. 12-21009) also sought court protection.


RESIDENTIAL CAPITAL: Plan Objections Filed Ahead of Nov 19 Hearing
------------------------------------------------------------------
Residential Capital LLC will return to the Bankruptcy Court on
Nov. 19, 2013, to seek confirmation of its Chapter 11 exit plan
co-proposed with the Official Committee of Unsecured Creditors.  

The Confirmation Hearing may be adjourned from time to time by the
Court or the Plan Proponents without further notice other than
adjournments announced in open Court or as indicated in any notice
of agenda of matters scheduled for a particular hearing that is
filed with the Court.

Multiple parties -- the U.S. Trustee for Region 2; Syncora
Guarantee, Inc.; an ad hoc committee of junior secured
noteholders; Ocwen Loan Servicing, LLC; the Los Angeles County
Treasurer; Impac Funding Corporation and Impac Mortgage Holdings,
Inc.; Oracle America, Inc.; Federal Home Loan Mortgage Corporation
("Freddie Mac"); Federal Housing Finance Agency, as conservator
for Freddie Mac; PNC Mortgage; County of San Bernardino,
California; Wachovia Bank and Wachovia Bank of Delaware, now
succeeded by Wells Fargo Bank, N.A. -- filed objections to the
confirmation of the Chapter 11 Plan proposed by Residential
Capital, LLC, and its debtor affiliates and the Official Committee
of Unsecured Creditors.

The U.S. Trustee objects to confirmation of the Plan "because the
Plan Proponents have failed to meet their burden of proof to show
that the Plan satisfies Section 1129 of the Bankruptcy Code.
Specifically, the Plan impermissibly provides for non-debtor
third-party releases and an exculpation provision that do not
comport with Second Circuit law or the Bankruptcy Code because
they are overly broad."

Syncora asserts, "The Debtors' proposed Plan would, if confirmed,
deny any recovery to certain RMBS Trusts simply because
certificates issued by those Trusts were insured and, for the
other RMBS Trusts permitted to participate in recoveries, would
still reduce the assets otherwise distributable by an unspecified
amount, stated as '5.7% of the Allowed RMBS Trust Claims,' which
total about $7.3 billion. However, in neither case do the affected
Trusts receive any consideration in return. And notwithstanding
the foregoing gratuitous abandonment of claims and recoveries by
the Trustees for the RMBS Trusts, the proposed Plan also would
exculpate the Trustees from liability for negotiating and/or
agreeing to such terms, except for gross negligence or willful
misconduct, and would enjoin suit against the Trustees on account
of Released Claims."

The Ad Hoc Committee reiterates their assertion that the Plan
deprives its members of their constitutionally protected property
rights in specific collateral securing the JSNs claims.

Ocwen, the postpetition purchaser of the Debtors' mortgage
servicing assets, takes no issue with the bulk of the Plan but
complains that the Plan does not provide that the Liquidating
Trust, with whom all postpetition contracts will vest upon the
Effective Date, will assume and perform all of the Debtors'
obligations under the postpetition contracts, including the Ocwen
Asset Purchase Agreement, and fails to provide Ocwen with an
adequate means to enforce against the Liquidating Trust all rights
under the Ocwen APA following occurrence of the Effective Date.

Freddie Mac also complains of the wide-ranging, non-consensual
third-party releases of its claims against Ally Financial, Inc.,
Ally Bank, and their non-debtor affiliates.  PNC Mortgage also
complains that the language of the releases granted to Ally Bank
is unclear if it could somehow be construed to negate the
requirement to fully repay and reimburse PNC if its servicing
transition is not completed prior to confirmation of the Plan.
WFBNA asks that an express finding that none of AFI's direct
obligations under its deposit agreement are released under the
Plan.

FHFA complains that the Plan fails to provide for its claim of a
first priority right to payment from the Debtor' estates pursuant
to the Housing and Economic Recovery Act of 2008 and binding
Second Circuit precedent.  Moreover, assuming arguendo that FHFA's
claims can be treated pari passu with general unsecured creditors,
FHFA complains that the Plan unfairly discriminates against FHFA
by providing it a significantly smaller distribution percentage
than the Debtors' GUCs.

The States of Arizona, California, Delaware, Florida, Hawaii,
Idaho, Indiana, Iowa, Kentucky, Maine, Maryland, Massachusetts,
Michigan, Minnesota, Missouri, Nebraska, Nevada, New Hampshire,
New Jersey, ,New Mexico, New York, North Carolina, North Dakota,
Ohio, Pennsylvania, South Carolina, South Dakota, Tennessee,
Texas, Virginia, Washington, Wisconsin, and District of Columbia,
jointly represented by Victoria D. Garry, Esq. --
victoria.garry@ohioattorneygeneral.gov -- Assistant Ohio Attorney
General, in Cincinnati, Ohio, object to the injunctions in the
Plan, complaining that they are excessively broad and overreaching
in that it enjoins future actions by the states to enforce certain
non-monetary provisions contained in the Consent Judgment.

The Los Angeles County Treasurer complains that its tax claims,
totalling $111,513, are impermissibly classified as "Priority Tax
Claims" under the Plan.  San Bernardino complains that its
postpetition administrative tax claims are not included in the
Plan although these claims have not been paid or discharged.

Impac complains, among other things, that the Plan impermissibly
extends the deadline for the Debtors to assume or reject executory
contracts well-beyond the date of plan confirmation in violation
of the Bankruptcy Code.  Oracle tells the Court that, at this
time, it does not consent to the assumption and assignment of its
postpetition contracts to the liquidating trustee because it does
not have information necessary or sufficient regarding the
specificity of the contract at issue.

A group of insurers General Motors Combined Specialty Insurance
Program 12/15/00-12/15/03 complain that the Plan is not
confirmable because it attempts to prejudice their rights.  They
assert that courts have recognized that Chapter 11 plans must be
"insurance neutral," which means that the pre-bankruptcy status
quo must be maintained with respect to insurance-related matters.

The disclosure statement explaining the Plan was approved during a
hearing held on Aug. 21 and Judge Martin Glenn of the U.S.
Bankruptcy Court for the Southern District of New York entered an
order approving the disclosure statement on Aug. 23.

The Debtors' Plan is based on a global settlement it entered into
with certain parties-in-interest, including its parent, Ally.
Under the global settlement, Ally will contribute $2.1 billion to
fund the Chapter 11 Plan.  In exchange for its contribution, Ally
will be granted releases by the Debtors and certain third parties.
The $2.1 billion Plan funding from Ally was an improvement from
the $750 million it agreed to pay the Debtors prior to the
Petition Date.

                 Ambac Supports Plan Confirmation

Ambac Assurance Corporation supports confirmation of the Plan,
stating that it resolves many of the most significant claims
against the Debtors, including those of monoline insurers, on a
largely consensual basis.  Ambac, however, reserves all rights
with respect to the Plan, including the right to respond to any
objections to the Plan as they pertain to Ambac's claims or the
stipulation.

The U.S. Trustee is represented by Brian S. Masumoto, Esq., Eric
Small, Esq., and Michael T. Driscoll, Esq., Trial Attorneys,
Office of the United States Trustee, in New York.

Syncora is represented by Paul R. DeFilippo, Esq., Randall R.
Rainer, Esq., and Fletcher W. Strong, Esq., at Wollmuth Maher &
Deutsch LLP, in New York.

The Ad Hoc Committee is represented by J. Christopher Shore, Esq.,
and Harrison L. Denman, Esq., at WHITE & CASE LLP, in New York;
Gerard Uzzi, Esq., David S. Cohen, Esq., Daniel M. Perry, Esq.,
and Atara Miller, Esq., at MILBANK, TWEED, HADLEY & MCCLOY LLP, in
New York; and Daniel H. Golden, Esq., and Philip C. Dublin, Esq.,
at AKIN GUMP STRAUSS HAUER & FELD LLP, in New York.

Ocwen is represented by Jennifer C. DeMarco, Esq., Adam Lesman,
Esq., and Leah S. Edelboim, Esq., at CLIFFORD CHANCE US LLP, in
New York.

The Los Angeles County Treasurer is represented by Timothy T.
Brock, Esq., and Abigail Snow, Esq., at SATTERLEE STEPHENS BURKE &
BURKE LLP, in New York; and Barry S. Glaser, Esq., at STECKBAUER
WEINHART, LLP, in Los Angeles, California.

Impac is represented by Christopher F. Graham, Esq., and Alan F.
Kaufman, Esq., at MCKENNA LONG & ALDRIDGE LLP, in New York; and
David E. Gordon, Esq., at MCKENNA LONG & ALDRIDGE LLP, in Atlanta,
Georgia.

Oracle is represented by Amish R. Doshi, Esq., at Magnozzi & Kye,
LLP, in Huntington, New York.

Freddie Mac is represented by Peter S. Goodman, Esq., and Michael
R. Carney, Esq., at MCKOOL SMITH, P.C., in New York.

PNC Mortgage is represented by Michael B. Schaedle, Esq., and
Stanley B. Tarr, Esq., at BLANK ROME LLP, in New York.

Ambac is represented by David W. Dykhouse, Esq., and Brian P.
Guiney, Esq., at PATTERSON BELKNAP WEBB & TYLER LLP, in New York.

San Bernardino is represented by Martha E. Romero, Esq., at Romero
Law Firm, in Whittier, California.

WFBNA is represented by James Donnell, Esq., at WINSTON & STRAWN
LLP, in New York; and Nathan P. Lebioda, Esq., at WINSTON & STRAWN
LLP, in Charlotte, North Carolina.

Certain GM Insurers are represented by Susan N.K. Gummow, Esq.,
and John Eggum, Esq., at FORAN GLENNON PALANDECH PONZI & RUDLOFF
PC, in Chicago, Illinois; and Matthew Fernandez Konigsberg, Esq.,
at FORAN GLENNON PALANDECH PONZI & RUDLOFF PC, in New York.

The Objecting States are represented by Victoria D. Garry, Esq.
-- victoria.garry@ohioattorneygeneral.gov -- and Michael DeWine,
Esq., at Assistant Ohio Attorney General, in Cincinnati, Ohio.

Andrew K. Glenn, Esq., Kanchana Wangkeo Leung, Esq., and Daniel A.
Fliman, Esq., at KASOWITZ, BENSON, TORRES & FRIEDMAN LLP, in New
York, represent FHFA.

Donna Moore and Keith McMillon, together with named plaintiff
Frenchola Holden in the putative class action styled Donna Moore,
Frenchola Holden and Keith McMillon, Individually and on Behalf of
All Others Similarly Situated v. GMAC Mortgage, LLC, GMAC Bank,
and Cap Re of Vermont, Inc., Civil Action No. 2:07-cv-4296-PD,
filed in the United States District Court for the Eastern District
of Pennsylvania also objected to the confirmation of the Plan.
The RESPA Plaintiffs and the Putative Class are represented by
Michael S. Etkin, Esq., Tatiana Ingman, Esq., and Andrew D.
Behlmann, Esq., at LOWENSTEIN SANDLER LLP, in New York.

Deutsche Alt-A Securities, Inc., DB Structured Products, Inc.,
Deutsche Bank Securities Inc., Deutsche Mortgage Securities, Inc.,
MIT Holdings, Inc., MortgageIT, Inc., and MortgageIT Securities
Corp., also objected to the confirmation of the Plan.
Richard D. Owens, Esq., and Aaron M. Singer, Esq., at LATHAM &
WATKINS LLP, in New York, represent them.

Universal Restoration Services, Inc., represented by Jonathan P.
Friedland, Esq. -- jfriedland@lplegal.com -- Mitchell Bryan, Esq.
-- mbryan@lplegal.com -- and Jamie L. Burns, Esq. --
jburns@lplegal.com -- at LEVENFELD PEARLSTEIN, LLC, in Chicago,
Illinois, also objected to the confirmation of the Plan.

Other parties who objected to the confirmation of the Plan are pro
se creditors Wendy Alison Nora, Paul N. Papas II, Richard D. Rode,
and Philip Roger Flinn, II.

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities at March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap sold most of the businesses for a combined $4.5 billion.
The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


RESIDENTIAL CAPITAL: Proponents File Plan Supplement Exhibits
-------------------------------------------------------------
Residential Capital LLC et al. and the Official Committee of
Unsecured Creditors filed exhibits comprising the Plan Supplement
in connection with confirmation of the Joint Chapter 11 Plan:

   * Exhibit 2: Liquidating Trust Agreement
   * Exhibit 3: RMBS Claims Trust Agreement
   * Exhibit 4: Borrower Claims Trust Agreement
   * Exhibit 5: Private Securities Claims Trust Agreement
   * Exhibit 6: Initial Members of the Liquidating Trust Board
   * Exhibit 7: Initial Members of Liquidating Trust Management
   * Exhibit 8: Initial Members of Borrower Claims Trust
                Committee and Identity of the Borrower Claims
                Trustee
   * Exhibit 9: Identity of the Private Securities Claims Trustee
   * Exhibit 10: Borrower Trust True-Up
   * Exhibit 11: Cooperation Agreement between the Liquidating
                 Trust and the Kessler Settlement Class
   * Exhibit 12: Policy Numbers for the GM Policies
   * Exhibit 13: Liquidating Trust Causes of Action
   * Exhibit 14: Stipulated Allocation of Allowed Fee Claim
   * Exhibit 15: Borrower-Related Causes of Action
   * Exhibit 16: Updated RMBS Trust Claims Schedules
   * Exhibit 17: Ally Contract Claims Estimate
   * Exhibit 18: Identity of the RMBS Claims Trust Trustees
   * Exhibit 19: Material Terms on which the Plan Proponents May
                 Pay Postpetition Interest Over Time
   * Exhibit 20: Initial List of Claims To Be Subordinated Under
                 the Plan
   * Exhibit 21: Updated Disclosure Statement Exhibits 12 and 13

Full-text copies of the Plan Exhibits are available for free
at http://bankrupt.com/misc/RESCAPplanex1011.pdf

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities at March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap sold most of the businesses for a combined $4.5 billion.
The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


RESIDENTIAL CAPITAL: Wants to Approve GMACM and GVC Settlement
--------------------------------------------------------------
Residential Capital LLC et al. ask the Court to approve a
settlement agreement entered into by and between GMAC Mortgage,
LLC, and GVC Mortgage, Inc., resolving and releasing certain
claims for repurchase, indemnification and reimbursement
obligations held by GMACM arising under a correspondent agreement
for purchase and sale of residential mortgage loans dated April 3,
2006, by and among the parties and Ally Bank.

Under the Settlement Agreement, dated May 14, 2013, GMACM has
agreed to accept a certain amount in exchange for a mutual release
of all claims related to the loans under the Purchase Agreement,
including GMACM's Repurchase Demands, without admission as to
liability by GVC.  A portion of the Settlement Amount was paid on
June 28, 2013.  Thereafter, 48 payments of the remaining amount
are to be paid on the 1st day of each month, beginning Aug. 1,
2013.

Gary S. Lee, Esq., at Morrison & Foerster LLP, in New York, tells
the Court that the settlement agreement does away with litigation
with GVC, which would be costly and time consuming.  He adds that
the settlement includes a mechanism for ensuring collection and
imposing a penalty in the event that GVC defaults.  Moreover, the
Settlement, Mr. Lee says, was negotiated at arms' length and is
fair and reasonable.  Furthermore, the Debtors have determined
that the scope of the release under the Settlement, which provides
for a mutual release of all claims by each of the Parties and
their various affiliates and representatives related to the Loans
purchased by GMACM under the Purchase Agreement, is reasonable as
it brings finality to the transactions under the Purchase
Agreement, all of which took place in 2008 or before.

Mr. Lee also says that the Debtors discussed the Settlement with
counsel and financial advisors to the Official Committee of
Unsecured Creditors prior to filing the Motion.  Following their
review of the basis for, and terms of, the Settlement, including
the review of diligence materials provided by the Debtors, counsel
to the Creditors' Committee advised the Debtors that they have no
objection to the Settlement.

The Debtors sought leave to file under seal redacted portions of
the settlement agreement, asserting that disclosure of the
repurchase recovery rates set forth in the settlement agreement
could be detrimental to their efforts to liquidate similar claims
against other counterparties for the benefit of their estates and,
ultimately, their creditors.  The Debtors add that GVC's future
ability to negotiate repurchase terms in the ordinary course of
their business could also be hampered if the economic terms of the
settlement agreement were made publicly available.

A hearing on the motion will be held on Nov. 15, 2013 at 10:00
a.m. (Prevailing Eastern Time).  Objections are due Nov. 8.

The Debtors are also represented by Norman S. Rosenbaum, Esq., and
Erica J. Richards, Esq., at MORRISON & FOERSTER LLP, in New York.

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities at March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap sold most of the businesses for a combined $4.5 billion.
The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


RESIDENTIAL CAPITAL: May Pay $2-Mil. Bonus to Lewis Kruger
----------------------------------------------------------
Judge Martin Glenn of the U.S. Bankruptcy Court for the Southern
District of New York has authorized Residential Capital, LLC, and
its debtor affiliates to amend their engagement letter with their
chief restructuring officer, Lewis Kruger.

Under the amendment, Mr. Kruger will be paid a $2.0 million bonus
for the significant continued efforts he exerted in leading the
Debtors to the settlements with the Official Committee of
Unsecured Creditors and other major settlements that lead to the
Chapter 11 plan of reorganization.

The Creditors' Committee, in a court filing, expressed its support
to the payment of Mr. Kruger's success fee, stating, "The
Committee recognizes that, since his appointment as CRO, Mr.
Kruger has played an important role in guiding the Debtors through
the mediation process and working with the Committee
towards plan confirmation.  Given the important role that Mr.
Kruger has played and will continue to play in his role as CRO,
the Committee believes the Success Fee is appropriate."

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities at March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap sold most of the businesses for a combined $4.5 billion.
The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


RESIDENTIAL CAPITAL: MoFo's Lampe Walled Off From Ch.11 Case
------------------------------------------------------------
In the Chapter 11 cases of Residential Capital LLC, Lorenzo
Marinuzzi, Esq., a partner at Morrison & Foerster LLP, in
New York, disclosed in a supplemental affidavit that on or about
July 16, 2013, Donald C. Lampe, Esq., started work at M&F as a
partner in the Financial Services Group in M&F's Washington, D.C.
office.  Prior to joining M&F, Mr. Lampe worked as a partner at
Dykema Gossett PLLC.  While at Dykema, Mr. Lampe represented Ocwen
Loan Servicing, LLC, with respect to licensing and certain
regulatory matters relating to Ocwen's purchase of the Debtors'
origination and servicing businesses.  The Sale Transaction was
approved by the Bankruptcy Court on November 21, 2012, and closed
on February 15, 2013.

Because of Mr. Lampe's prior representation of Ocwen, and in
compliance with M&F procedures, Mr. Lampe has been walled off from
all communications regarding the Chapter 11 cases, including
Ocwen's involvement therein.  It is anticipated that Mr. Lampe
will perform licensing, regulatory, enforcement, and
administrative services for Ocwen going forward, but will not
perform any services relating to the Debtors in the Chapter 11
cases.

Mr. Marinuzzi assured the Court that M&F does not hold or
represent any interest adverse to the Debtors' estates and is a
"disinterested person," as that term is defined in Section 101(14)
of the Bankruptcy Code as modified by Section 1107(b).

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities at March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap sold most of the businesses for a combined $4.5 billion.
The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


SANTEON GROUP: Divests eBenefits Network Business for $500,000
--------------------------------------------------------------
Santeon Group Inc. has divested its eBenefits Network to a group
of investors, including Dr. Ash Rofail, Santeon's chief executive
officer, for $500,000 in cash, subject to potential post-closing
purchase price adjustments.  The transaction closed on Oct. 31,
2013.

"Divesting eBN enables Santeon to focus exclusively on its core
Agile and outsourced software development services-areas we
believe present the most compelling growth opportunities and that
best leverage the core capabilities of the Company," said Jason
Frankl, independent member of the Board of Directors.  "This
transaction enhances Santeon's focus on its strategic direction
and value proposition."

eBN is a cloud-based service that automates the employee benefits
enrollment process by seamlessly and securely integrating an
employer's HR system with those of their benefit insurance
carriers and providers.  Under the agreement, the group will
acquire eBN's assets, including its intellectual property.  
Santeon will provide to eBN personnel, accounting, IT, HR and
other support services for at least six months under a Master
Services Agreement.

                         About Santeon Group

Reston, Va.-based Santeon Group, Inc., is a diversified software
products and services company specializing in the transformation
and optimization of business through the deployment or the
development of innovative products and services using Agile
mindsets in the information systems/technology, healthcare,
environmental/energy and media sectors.  The Company's clients
include state and local governments, federal agencies and private
sector customers.

As reported by the Troubled Company Reporter on Aug. 24, 2012,
RBSM LLP, in New York, N.Y., expressed substantial doubt about
Santeon's ability to continue as a going concern, following its
audit of the Company's financial position and results of
operations for the fiscal year ended Dec. 31, 2011.  The
independent auditors noted that the Company has suffered losses
from operations and is experiencing difficulty in generating
sufficient cash flows to meet its obligations and sustain its
operations.

The Company reported net income of $185,815 on $4.27 million of
revenue for the full year 2012, as compared with a net loss of
$475,333 on $2.24 million of revenue for the full year 2011.
The Company's balance sheet at June 30, 2013, showed $1.16 million
in total assets, $980,179 in total liabilities and $185,470 in
total stockholders' equity.


SINO-FOREST CORP: Nov. 18 Settlement Approval Order Hearing Set
---------------------------------------------------------------

        TO: All persons and entities, wherever they may reside,
who acquired any securities of Sino-Forest Corporation including
securities acquired in the primary, secondary, and over-the-
counter markets.

        READ THIS NOTICE CAREFULLY AS IT MAY AFFECT YOUR LEGAL
RIGHTS.
        YOU MAY NEED TO TAKE PROMPT ACTION
        IMPORTANT DEADLINES
        Claims Bar Deadline (to file a claim for compensation from
the Ernst & Young Settlement.)   February 14, 2014
        Objection Deadline (for those who wish to object or make
submissions regarding the proposed November 29, 2013
        Claims and Distribution Protocol or the fee and
disbursement request of
        Class Counsel.)
        
Background of Sino-Forest Class Action and CCAA Proceeding

In June and July of 2011, class actions were commenced in the
Ontario Superior Court of Justice and the Quebec Superior Court by
certain plaintiffs against Sino-Forest Corporation, its senior
officers and directors, its underwriters, a consulting company,
and its auditors, including Ernst & Young LLP.  In January 2012, a
proposed class action was commenced against Sino-Forest and other
defendants in the Supreme Court of the State of New York which is
now pending in the United States District Court for the Southern
District of New York.  The actions alleged that the public filings
of Sino-Forest contained false and misleading statements about
Sino-Forest's assets, business, and transactions.  The actions
also allege that Ernst & Young issued false and misleading audit
opinions on Sino-Forest's financial statements issued during the
class period.

Since that time, the litigation has been vigorously contested. On
March 30, 2012, Sino-Forest obtained creditor protection under the
Companies' Creditors Arrangement Act, and the Ontario Superior
Court ordered a stay of proceedings against the company and other
parties, including Ernst & Young.  Orders and other materials
relevant to the CCAA Proceeding can be found at the CCAA Monitor's
website at http://cfcanada.fticonsulting.com/sfc/

On December 10, 2012, a Plan of Arrangement was approved by the
court in the CCAA Proceeding.  As part of the Plan of Arrangement,
the court approved a framework by which the Plaintiffs may enter
into settlement agreements with any of the third-party defendants
to the Proceedings.

Settlement with Ernst & Young

The Plaintiffs have entered into a settlement with Ernst & Young.
The Settlement Agreement was approved by the Ontario Superior
Court of Justice by an order dated March 20, 2013.  Pursuant to
the Settlement Agreement, Ernst & Young will pay CAD$117,000,000
to a Settlement Trust to be administered in accordance with orders
of the court.

In return, the action will be dismissed against Ernst & Young, and
there will be an order forever barring claims against it in
relation to Sino-Forest including any allegations relating to the
Proceedings.  Ernst & Young does not admit to any wrongdoing or
liability.  The terms of the Settlement Agreement do not involve
the resolution of any claims against Sino-Forest or any of the
other defendants.  For information regarding CCAA orders affecting
Sino-Forest, including the Settlement Approval Order, please see
the Monitor's Website.  A complete copy of the Settlement
Agreement and other information about these proceedings is
available at: http://www.kmlaw.ca/sinoforestclassactionand  
http://www.sinoeysettlement.com  

The Settlement Agreement is contingent on the United States
Bankruptcy Court for the Southern District of New York  
recognizing the Settlement Approval Order.  A hearing to recognize
the Settlement Approval Order will be held in the U.S. Bankruptcy
Court on November 18, 2013.

Who Acts for the Securities Claimants

Koskie Minsky LLP, Siskinds LLP, Siskinds Desmeules, sencrl, and
Cohen Milstein Sellers & Toll PLLC represent the Securities
Claimants in the Proceedings.  If you want to be represented by
another lawyer, you may hire one to appear in court for you at
your own expense.

You will not have to directly pay any fees or expenses to Class
Counsel.  However, Class Counsel will seek to have their fees and
expenses paid from any money obtained for the class or paid
separately by the defendants.  The fee request of Class Counsel in
connection with the Settlement Agreement is explained below.

Hearing to Approve the Claims and Distribution Protocol and Class
Counsel Fees on December 13, 2013 in Toronto, Ontario

On December 13, 2013 at 10:00 a.m., there will be a hearing before
the Ontario Superior Court of Justice at which Class Counsel will
seek that Court's approval of (1) the plan for allocating the Net
Settlement Amount among the members of the Securities Claimants;
and (2) the fees and expense reimbursement requests of Class
Counsel.  The hearing will be held at the Canada Life Building,
330 University Avenue, 8th Floor, Toronto, Ontario.  The exact
courtroom number will be available on a notice board on the 8th
Floor.

The proposed Claims and Distribution Protocol sets out, among
other things, i) the method by which the Administrator will review
and process claims forms; and ii) the method by which the
Administrator will calculate the amount of compensation to be
distributed to each Securities Claimant, including the Allocation
System, which assigns different risk adjustment factors to
different Sino-Forest securities depending on factors such as the
type of security acquired and the time that security was acquired.  
Persons that suffered the same loss on their Sino-Forest
securities may receive different levels of compensation, depending
on the risk adjustment factors assigned to their securities.

The detailed proposed Claims and Distribution Protocol can be
found at the Class Action Websites, or by contacting Class Counsel
at the contact information set out at the end of this notice.  The
court has discretion to modify the proposed Claims and
Distribution Protocol.

At the Distribution Protocol and Fee Hearing, Class Counsel will
also seek court approval of its request for fees and expense
reimbursements.  As is customary in class actions, Class Counsel
is prosecuting and will continue to prosecute this class action on
a contingent fee basis.  Class Counsel is not paid as the matter
proceeds, and Class Counsel funds the out-of-pocket expenses of
conducting the litigation.  Class Counsel will be requesting the
following fees and disbursements to be deducted from the
Settlement Amount before it is distributed to Class Members:

Koskie Minsky LLP, Siskinds LLP, Siskinds Desmeules, sencrl
Amount requested: $17,846,250, plus disbursements (expenses), plus
taxes

Cohen Milstein Sellers & Toll PLLC
Amount requested: $2,340,000, plus disbursements (expenses), plus
taxes

The court materials in support of these fee and disbursement
requests will be posted on the Class Action Websites prior to the
Distribution Protocol and Fee Hearing.

Expenses incurred or payable relating to notification,
implementation, and administration of the settlement will also be
paid from the Settlement Amount.

The Plaintiffs have also entered into a litigation funding
agreement with Claims Funding International PLC.  Pursuant to that
agreement, CFI has agreed to pay any adverse cost awards against
the Plaintiffs in this litigation, and to pay $50,000 towards
disbursements.  In return, CFI is entitled to 5% of any net
recovery in these actions up to a maximum of $5 million if the
action is resolved before the pre-trial or 7% of net recovery up
to a maximum of $10 million if the action is resolved after the
pre-trial.  The litigation funding agreement with CFI was approved
by the Ontario Superior Court of Justice on May 17, 2012.

The amount of funds remaining after deduction of Class Counsel
Fees, Administration Expenses, and payment to CFI will be
distributed to the Securities Claimants.

Securities Claimants may attend at the hearing of the Distribution
Protocol and Fee Hearing and ask to make submissions regarding the
Claims and Distribution Protocol or Class Counsel's fee and
expense reimbursement request.

Persons intending to object to the Claims and Distribution
Protocol or the Class Counsel fees and expense reimbursement
request are required to deliver a Notice of Objection,
substantially in the form that can be found on the Class Action
Websites, and, if this Notice is received by mail or email,
enclosed with this Notice, to Siskinds LLP by regular mail,
courier, or email transmission, to the contact information
indicated on the Notice of Objection, so that it is received by no
later than 5:00 p.m. on November 29, 2013.  Copies of the Notices
of Objection sent to Siskinds LLP will be filed with the court.

THE COURT MAY APPROVE A CLAIMS AND DISTRIBUTION PROTOCOL THAT IS
DIFFERENT THAN THE CLAIMS AND DISTRIBUTION PROTOCOL THAT IS
PROPOSED BY CLASS COUNSEL. WHETHER OR NOT THEY SUBMIT A VALID
CLAIM FORM, ALL PERSONS OR ENTITIES THAT ARE ENTITLED TO
PARTICIPATE IN THE E&Y SETTLEMENT WILL BE BOUND BY THE CLAIMS AND
DISTRIBUTION PROTOCOL, WHATEVER IT MAY BE, THAT IS APPROVED BY THE
COURT.

The Administrator

The Court has appointed NPT RicePoint as the Administrator of the
settlement.  The Administrator will, among other things: (i)
receive and process the Claim Forms (discussed below); (ii) make
determinations of Class Members' eligibility for compensation
pursuant to the Claims and Distribution Protocol; (iii)
communicate with Class Members regarding their eligibility for
compensation; and (iv) manage and distribute the Net Settlement
Amount.  The Administrator can be contacted at:

        Mailing Address:  NPT RicePoint Class Action Services
                          Sino-Forest Class Action
                          P.O. Box 3355
                          London, ON N6A 4K3
                          Telephone: 1-866-432-5534
                          E-mail Address: sino@nptricepoint.com
                          Website: http://www.nptricepoint.com

Claims Filing Procedure and Deadline

Securities Claimants will only be eligible for compensation from
the Net Settlement Amount if they submit a complete Claim Form
before the Claims Bar Deadline including any supporting
documentation with the Administrator.

Claim Forms are available on the Class Action Websites or, if you
are receiving this notice by mail or email, attached to this
notice.

To be eligible for compensation, Class Members must submit their
Claim Form, postmarked via mail or email to the Administrator at
the addresses listed above NO LATER THAN February 14, 2014.  If
you do not submit a Claim Form by the Claims Bar Deadline, you
will not receive any compensation from the Net Settlement Amount
but will remain bound by the final Settlement Order and release.

Please note that Noteholders who still held their notes as of
January 16, 2013 do not need to complete a Claim Form in respect
of those notes.  Claim Forms will still need to be filed in
respect of any other notes.

The Net Settlement Amount will be distributed to Class Members in
accordance with the Claims and Distribution Protocol that is
approved by the Court.

If you file a Claim Form to participate in this settlement, you
may not be required to file additional Claim Forms to participate
in any future judgments or settlements in this litigation.
However, you must ensure that the Administrator is advised of any
changes to your mailing address.

Please do not direct inquiries about this notice to the Court. All
inquiries should be directed to the Administrator or Class
Counsel.

DISTRIBUTION OF THIS NOTICE HAS BEEN AUTHORIZED BY THE ONTARIO
SUPERIOR COURT OF JUSTICE

                     About Sino-Forest Corp.

Sino-Forest Corporation -- http://www.sinoforest.com/-- is a  
commercial forest plantation operator in China.  Its principal
businesses include the ownership and management of tree
plantations, the sale of standing timber and wood logs, and the
complementary manufacturing of downstream engineered-wood
products.  Sino-Forest also holds a majority interest in
Greenheart Group Limited, a Hong-Kong listed investment holding
company with assets in Suriname (South America) and New Zealand
and involved in sustainable harvesting, processing and sales of
its logs and lumber to China and other markets around the world.
Sino-Forest's common shares have been listed on the Toronto Stock
Exchange under the symbol TRE since 1995.

Sino-Forest Corporation on March 30, 2012, obtained an initial
order from the Ontario Superior Court of Justice for creditor
protection pursuant to the provisions of the Companies' Creditors
Arrangement Act.

Under the terms of the Order, FTI Consulting Canada Inc. will
serve as the Court-appointed Monitor under the CCAA process and
will assist the Company in implementing its restructuring plan.
Gowling Lafleur Henderson LLP is acting as legal counsel to the
Monitor.

FTI Consulting commenced a Chapter 15 case for Sino-Forest in New
York (Bankr. S.D.N.Y. Case No. 13-10361) to give force and effect
of Sino-Forest's plan of compromise and reorganization that has
been sanctioned by creditors and an Ontario court.  The Chapter 15
petition claimed assets and debt both exceed $1 billion.  Jeremy
C. Hollembeak, Esq., at Milbank, Tweed, Hadley & McCloy, LLP,
serves as counsel in the U.S. case.


STRATUS MEDIA: Board Elects Two New Directors
---------------------------------------------
Sol J. Barer, Ph.D., and Isaac Blech were elected by the Company's
board of directors as new directors.  Dr. Barer was also named
chairman of the Board and Mr. Blech was named vice chairman of the
Board.  Dr. Barer and Mr. Blech have also been appointed to serve
on the Company's Audit and Compensation Committees.  Their
compensation as board members has not yet been determined.  Also
effective Nov. 1, 2013, Jerold Rubinstein resigned as Chairman of
the Board but remains as Chairman of the Board's Audit Committee
and chief executive officer.

                        About Stratus Media

Santa Barbara, Calif.-based Stratus Media Group, Inc., is an
owner, operator and marketer of live sports and entertainment
events.  Subject to the availability of capital, the Company
intends to aggregate a large number of complementary live sports
and entertainment events across North America and internationally.

Stratus Media disclosed a net loss of $6.84 million on $374,542 of
total revenues for the year ended Dec. 31, 2012, as compared with
a net loss of $23.63 million on $570,476 of total revenues for the
year ended Dec. 31, 2011. The Company's balance sheet at March 31,
2013, showed $2.18 million in total assets, $21.92 million in
total liabilities and a $19.73 million total shareholders'
deficit.

Goldman Kurland and Mohidin LLP, in Encino, California, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012.  The independent
auditors noted that Stratus Media has suffered recurring losses
and has negative cash flow from operations which conditions raise
substantial doubt as to the ability of the Company to continue as
a going concern.


TRANSGENOMIC INC: LeRoy Kopp Held 16.1% Stake as of Oct. 25
-----------------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, LeRoy C. Kopp and his affiliates disclosed
that as of Oct. 25, 2013, they beneficially owned 14,175,526
shares of common stock of Transgenomic, Inc., representing 16.1
percent of the shares outstanding.  A copy of the regulatory is
available for free at http://is.gd/IkniZh

                         About Transgenomic

Transgenomic, Inc. -- http://www.transgenomic.com/-- is a global
biotechnology company advancing personalized medicine in
cardiology, oncology, and inherited diseases through its
proprietary molecular technologies and world-class clinical and
research services.  The Company is a global leader in cardiac
genetic testing with a family of innovative products, including
its C-GAAP test, designed to detect gene mutations which indicate
cardiac disorders, or which can lead to serious adverse events.
Transgenomic has three complementary business divisions:
Transgenomic Clinical Laboratories, which specializes in molecular
diagnostics for cardiology, oncology, neurology, and mitochondrial
disorders; Transgenomic Pharmacogenomic Services, a contract
research laboratory that specializes in supporting all phases of
pre-clinical and clinical trials for oncology drugs in
development; and Transgenomic Diagnostic Tools, which produces
equipment, reagents, and other consumables that empower clinical
and research applications in molecular testing and cytogenetics.
Transgenomic believes there is significant opportunity for
continued growth across all three businesses by leveraging their
synergistic capabilities, technologies, and expertise.  The
Company actively develops and acquires new technology and other
intellectual property that strengthens its leadership in
personalized medicine.

Transgenomic incurred a net loss of $8.32 million in 2012, a net
loss of $9.78 million in 2011 and a net loss of $3.13 million in
2010.  As of June 30, 2013, the Company had $39.36 million in
total assets, $18.34 million in total liabilities and $21.01
million in total stockholders' equity.

                       Forbearance Agreement

On Feb. 7, 2013, the Company entered into a Forbearance Agreement
with Dogwood Pharmaceuticals, Inc., a wholly owned subsidiary of
Forest Laboratories, Inc., and successor-in-interest to PGxHealth,
LLC, with an effective date of Dec. 31, 2012.  In December 2012,
the Company commenced discussions with the Lender to defer the
payment due on Dec. 31, 2012, until March 31, 2013.  As of
Dec. 31, 2012, an aggregate of $1.4 million was due and payable
under the Note by Transgenomic, and non-payment would constitute
an event of default under the Note and that certain Security
Agreement, dated as of Dec. 29, 2010, entered into between
Transgenomic and PGX.  Pursuant to the Forbearance Agreement, the
Lender agreed, among other things, to forbear from exercising its
rights and remedies under the Note and the Security Agreement as a


VELTI INC: Employs BMC Group as Claims & Noticing Agent
-------------------------------------------------------
Velti Inc., et al., sought and obtained authority from the U.S.
Bankruptcy Court for the District of Delaware to employ BMC Group,
Inc., as claims and noticing agent.

Tinamarie Feil, president of client services for BMC Group, Inc.,
assures the Court that her 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.  Before the Petition Date, the Debtors paid a retainer to
BMC in the amount of $25,000.

                         About Velti Inc.

Velti Inc., a provider of technology for marketing on mobile
devices, sought Chapter 11 protection (Bankr. D. Del. Case No. 13-
bk-12878) on Nov. 4, 2013.

Velti Inc., a San Francisco-based unit of Velti Plc, estimated
assets of as much $50 million and debt of as much as $100 million
in Chapter 11 documents filed this week.  Its Air2Web Inc. unit,
based in Atlanta, also sought creditor protection.

Velti Plc, which trades on the Nasdaq Stock Market, isn't part of
the bankruptcy process.  Operations in the U.K., Greece, India,
China, Brazil, Russia, the United Arab Emirates and elsewhere
outside the U.S. didn't seek protection and business there will
continue as usual.

The Debtors are represented by Stuart M. Brown, Esq., at DLA PIPER
LLP (US), in Wilmington, Delaware; and Richard A. Chesley, Esq.,
Matthew M. Murphy, Esq., and Chun I. Jang, Esq., at DLA PIPER LLP
(US), in Chicago, Illinois.

U.S. Bank, National Association, as administrative agent for GSO
Credit-A Partners, LP, GSO Palmetto Opportunistic Investment
Partners LP and GSO Coastline Partners LP, extended $25 million of
postpetition financing to the Debtors.  The DIP Lenders, which are
also the Prepetition Lenders, are represented by Sandy Qusba,
Esq., and Hyang-Sook Lee, Esq., at Simpson Thacher & Bartlett LLP,
in New York.


VERMILLION INC: Won't Nominate Two Directors at Annual Meeting
--------------------------------------------------------------
As part of the ongoing process of determining the desired size of
the board of directors of Vermillion, Inc., the Board decided not
to nominate for re-election at the Company's 2013 annual meeting
of stockholders the two directors currently serving as Class I
directors.  In order to rebalance the number of directors who will
serve in each class following the 2013 Annual Meeting, on Oct. 29,
2013, Peter S. Roddy resigned as a Class II director and
thereafter was immediately appointed to the Board as a Class I
director.  Mr. Roddy continues to serve on the Company's Audit
Committee.  The resignation and appointment of Mr. Roddy was
effected solely to rebalance the Board classes.

On Oct. 29, 2013, the Board adopted amendments to the Company's
Fourth Amended and Restated Certificate of Incorporation and
Fourth Amended and Restated Bylaws that, subject to the adoption
by the Company's stockholders at the 2013 Annual Meeting and the
filing of the amendment to the Company Charter with the Secretary
of State of the State of Delaware, would commence the process of
declassifying the Board beginning at the 2013 Annual Meeting.  In
connection with the adoption of the amendments to the Company
Charter and the Company Bylaws, each current Class III director
delivered a conditional resignation to the Board on Oct. 29, 2013.  
Pursuant to those conditional resignations, subject to and
conditioned upon (i) the adoption by the Company's stockholders at
the 2013 Annual Meeting of the Amendments and (ii) the filing of
the amendment to the Company Charter with the Secretary of State
of the State of Delaware, each current Class III director of the
Board resigned from the Board effective immediately prior to the
2014 annual meeting of stockholders of the Company.  The purpose
of these resignations is to expedite the transition to a
declassified Board.

                          About Vermillion

Vermillion, Inc., is dedicated to the discovery, development and
commercialization of novel high-value diagnostic tests that help
physicians diagnose, treat and improve outcomes for patients.
Vermillion, along with its prestigious scientific collaborators,
has diagnostic programs in oncology, hematology, cardiology and
women's health.

The Company filed for Chapter 11 on March 30, 2009 (Bankr. D. Del.
Case No. 09-11091).  Vermillion's legal advisor in connection with
its successful reorganization efforts wass Paul, Hastings,
Janofsky & Walker LLP.  Vermillion emerged from bankruptcy in
January 2010.  The Plan called for the Company to pay all claims
in full and equity holders to retain control of the Company.

Vermillion incurred a net loss of $7.14 million in 2012, as
compared with a net loss of $17.79 million in 2011.  The Company's
balance sheet at June 30, 2013, showed $16.89 million in total
assets, $4.39 million in total liabilities and $12.49 million in
total stockholders' equity.

BDO USA, LLP, in Austin, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012, citing recurring losses and negative
cash flows from operations and an accumulated deficit, all of
which raise substantial doubt about the Company's ability to
continue as a going concern.


ZOGENIX INC: Posts $10.85-Mil. Net Loss in Sept. 30 Quarter
-----------------------------------------------------------
Zogenix, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net loss
of $10.85 million on $7.17 million of total revenue for the three
months ended Sept. 30, 2013, compared to a net loss of $19.28
million on $8.45 million of total revenue for the same period last
year.

The Company's balance sheet at Sept. 30, 2013 showed $54.63
million in total assets, $34.29 million in total current
liabilities, and stockholders' deficit of $13.89 million.

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

                        http://is.gd/PE3Trq

                        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.


* BOND PRICING -- For Week From Oct. 28 to Nov. 1
-------------------------------------------------

  Company               Ticker  Coupon Bid Price  Maturity Date
  -------               ------  ------ ---------  -------------
AES Eastern Energy LP   AES      9.670     4.125       1/2/2029
AES Eastern Energy LP   AES      9.000     1.750       1/2/2017
Affinion Group
  Holdings Inc          AFFINI  11.625    55.407     11/15/2015
Alion Science &
  Technology Corp       ALISCI  10.250    64.000       2/1/2015
B456 Systems Inc        AONE     3.750    24.000      4/15/2016
Buffalo Thunder
  Development
  Authority             BUFLO    9.375    36.125     12/15/2014
Cengage Learning
  Acquisitions Inc      TLACQ   10.500    16.250      1/15/2015
Cengage Learning
  Acquisitions Inc      TLACQ   12.000    13.375      6/30/2019
Cengage Learning
  Acquisitions Inc      TLACQ   13.250     1.375      7/15/2015
Cengage Learning
  Acquisitions Inc      TLACQ   10.500    16.250      1/15/2015
Cengage Learning
  Acquisitions Inc      TLACQ   13.250     1.375      7/15/2015
Cengage Learning
  Holdco Inc            TLACQ   13.750     1.375      7/15/2015
Champion
  Enterprises Inc       CHB      2.750     0.375      11/1/2037
Energy Conversion
  Devices Inc           ENER     3.000     7.875      6/15/2013
Energy Future
  Competitive
  Holdings Co LLC       TXU      8.175    15.000      1/30/2037
Energy Future
  Holdings Corp         TXU      5.550    34.810     11/15/2014
FiberTower Corp         FTWR     9.000     0.625       1/1/2016
GMX Resources Inc       GMXR     4.500     1.100       5/1/2015
General Cable Corp      BGC      0.875    99.000     11/15/2013
James River Coal Co     JRCC     7.875    32.250       4/1/2019
James River Coal Co     JRCC     4.500    27.161      12/1/2015
James River Coal Co     JRCC     3.125    24.250      3/15/2018
LBI Media Inc           LBIMED   8.500    30.000       8/1/2017
Lehman Brothers
  Holdings Inc          LEH      1.000    17.625      8/17/2014
Lehman Brothers
  Holdings Inc          LEH      1.000    17.625      8/17/2014
Lehman Brothers Inc     LEH      7.500    16.100       8/1/2026
MF Global Holdings Ltd  MF       6.250    44.750       8/8/2016
MF Global Holdings Ltd  MF       1.875    43.000       2/1/2016
Mashantucket Western
  Pequot Tribe          MASHTU   6.500    13.250       7/1/2036
OnCure Holdings Inc     RTSX    11.750    49.625      5/15/2017
Overseas Shipholding
  Group Inc             OSG      8.750    90.070      12/1/2013
Powerwave
  Technologies Inc      PWAV     1.875     0.625     11/15/2024
Powerwave
  Technologies Inc      PWAV     1.875     0.625     11/15/2024
Residential
  Capital LLC           RESCAP   6.875    35.875      6/30/2015
School Specialty
  Inc/Old               SCHS     3.750    38.375     11/30/2026
Sorenson
  Communications Inc    SRNCOM  10.500    69.125       2/1/2015
Sorenson
  Communications Inc    SRNCOM  10.500    69.125       2/1/2015
THQ Inc                 THQI     5.000    25.688      8/15/2014
TMST Inc                THMR     8.000    16.125      5/15/2013
Terrestar Networks Inc  TSTR     6.500    10.000      6/15/2014
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     10.250     7.625      11/1/2015
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     15.000    30.250       4/1/2021
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     10.250     7.375      11/1/2015
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     10.500     4.500      11/1/2016
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     15.000    35.200       4/1/2021
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     10.250     7.125      11/1/2015
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     10.500     4.500      11/1/2016
Trico Marine
  Services Inc/
  United States         TRMA     8.125     3.930       2/1/2013
USEC Inc                USU      3.000    24.000      10/1/2014
Verso Paper
  Holdings LLC /
  Verso Paper Inc       VRS     11.375    44.450       8/1/2016
Verso Paper
  Holdings LLC /
  Verso Paper Inc       VRS      8.750    30.744       2/1/2019
WCI Communities
  Inc/Old               WCI      4.000     0.375       8/5/2023
Western Express Inc     WSTEXP  12.500    59.875      4/15/2015
Western Express Inc     WSTEXP  12.500    59.875      4/15/2015


                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.  
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2013.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-241-8200.


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