TCR_Public/131203.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Tuesday, December 3, 2013, Vol. 17, No. 335

                            Headlines

AFA INVESTMENT: Davis Wright Approved to Handle GOPAC Litigation
AFA INVESTMENT: Rosner Firm Okayed as Avoidance Action Counsel
AFFIRMATIVE INSURANCE: Extends Term of Addison Lease Until 2024
ALLENS INC: Final DIP Hearing Adjourned to Dec. 16
ALLIED IRISH: Raises EUR500 Million in Term Funding

ALLIED SYSTEMS: Yucaipa Opposes Payment of $427K Fees to Huron
ALLIED SYSTEMS: Black Diamond et al. Defend Huron's Fees
AMERICAN AIRLINES: US Airways Chief Describes Challenges to Deal
AMERICAN PATRIOT: No Unsecured Creditors Committee Appointed
AMINCOR INC: Board OKs Grant of Options to Directors and Officers

ANTIOCH COMPANY: Has Green Light to Sell Real Property to Sangamon
ANTIOCH COMPANY: Confirms 2nd Amended Joint Reorganization Plan
ARISTA POWER: Mark Matthews Quits as President
ARMORWORKS ENTERPRISES: Squire Sanders Withdraws as Bankr. Counsel
BENTLEY PREMIER: Dec. 16 Hearing on Motion to Use Cash Collateral

BENTLEY PREMIER: Objections to Hiersche Hiring Resolved
BENTLEY PREMIER: Searcy & Searcy Approved as Trustee's Counsel
BENTLEY PREMIER: Ch.11 Trustee Withdraws Bid to Employ Marc Powell
BIOFUEL ENERGY: Lenders Exercise Rights to Acquire Ethanol Plants
CAL-BAY INT'L: Has Not Filed Bankruptcy, Seeks OTC Retraction

CANCER GENETICS: Deerfield Mgmt Held 4% Equity Stake at Oct. 23
CENTRIC HEALTH: DBRS Confirms 'B(high)' Issuer Rating
CAMBRIDGE HEART: Rod de Greef, Haghighi-Mood Resign from Board
COLUMBUS EXPLORATION: Ira Kane Appointed as Receiver
CORNERSTONE HOMES: Seeks Plan Exclusivity Extension

D & L ENERGY: Wins Approval for $2-Mil. ITG Financing
D & L ENERGY: Wants Plan Filing Exclusivity Until Feb. 10
D & L ENERGY: Resource Land's $20.4MM Offer Wins Auction
DETROIT, MI: Multiple Objections to Postpetition Financing Filed
DETROIT, MI: Lighting Ruling Put Off Amid Possible Atty. Conflict

DEWEY STRIP: Has Until Jan. 6 to Propose Chapter 11 Plan
DIRK M MAYBERRY: Voluntary Chapter 11 Case Summary
DUMA ENERGY: Director Jeremy Driver Resigns
EDENOR SA: General Extraordinary Meeting Set on December 20
ELBIT IMAGING: Unsecured Creditors OK Refinancing Agreement

ELCOM HOTEL: Deal Pegs Residential Association's Claim at $5MM
ELITE PHARMACEUTICALS: Chairman Converts Loan to Unsecured Note
ENERGY FUTURE: In Talks for Pre-Packaged Restructuring Deal
EWGS INTERMEDIARY: Dec. 2 Meeting of Creditors
EXCEL MARITIME: Has Access to Cash Collateral Thru February 2014

EXCEL MARITIME: Plan Solicitation Exclusivity Extended to Feb. 17
EXCEL MARITIME: Amended Joint Plan Filed
EXIDE TECHNOLOGIES: Shareholder Insists on Official Equity Panel
EXIDE TECHNOLOGIES: Can Employ NGKF as Real Estate Consultant
FAIRMONT GENERAL: Wins Final Approval to Incur $6MM DIP Financing

FISKER AUTOMOTIVE: Has Sale Agreement with Hybrid Tech
FISKER AUTOMOTIVE: Can Employ Rust Consulting as Claims Agent
FISKER AUTOMOTIVE: Has Interim OK of Equity Trading Procedures
FISKER AUTOMOTIVE: WARN Class Seeks Priority of Claim
FREDDIE MAC: Bank of America to Pay Total of $404 Million

FRESH & EASY: FTI Consulting Okayed as Committee Advisor
FRESH & EASY: Pachulski Stang Approved as Committee Counsel
FURNITURE BRANDS: Court Okays Deal on O'Brien License Contract
FURNITURE BRANDS: Committee Has Ok for Hahn & Hessen as Counsel
FURNITURE BRANDS: Panel Has Nod for Houlihan as Investment Banker

FURNITURE BRANDS: Committee Retains BDO as Financial Advisor
GREEN FIELD ENERGY: Has Final Approval of GB DIP Financing
HAMPTON LAKE: Charter Note Holders' Claims Not Barred
HOLT DEVELOPMENT: Balks at Heritage Bank's Bid for Stay Relief
HUDBAY MINERALS: Moody's Changes Ratings Outlook to Negative

IB AGRICULTURE: Monty's May Pursue W.D. Ky. Lawsuit
INFINIA CORP: Has Green Light to Sell Solar Generation Project
KCSM INC: IP Assets to Be Sold at Dec. 17 Foreclosure Auction
LAGUNA BRISAS: Court Okays Sale Procedures
LIME ENERGY: CEO O'Rourke Fired; COO Adam Procell Takes Over

M.A.R. REALTY: Section 341(a) Meeting Scheduled for December 30
MERRIMACK PHARMACEUTICALS: To Develop Products for Actavis
METRO AFFILIATES: Quabbin Bids Out New Bus Contract
MISSION NEWENERGY: Unit Wins Counter Claim vs. KNM Process
MSD PERFORMANCE: Auction Cancelled; Selling Biz to Z Capital

MT LAUREL LODGING: Sec. 341 Meeting of Creditors Set for Dec. 17
MT LAUREL LODGING: Seeks Valuation of Chicago Bank's Secured Claim
MUSCLEPHARM CORP: Sells $1.25 Million Warrants
NEW CENTURY TRS: Amended Galope Fraud Lawsuit Dismissed
NNN 3500: Dec. 9 Hearing on Motion to Terminate Exclusivity

NNN 3500: Plan Proposes to Pay All Creditors in Full
NNN 3500: Balks at CWCAM's Motion to Dismiss Chapter 11 Case
OCZ TECHNOLOGY: To Sell to Toshiba via Chapter 11
OVERLAND STORAGE: Marathon Capital Held 15% Stake at Nov. 25
PANACHE BEVERAGE: Using Social Media to Distribute Information

PHYSIOTHERAPY HOLDINGS: No Unsecured Creditors Committee Appointed
PROMMIS HOLDINGS: Plan Provides Conclusion of Asset Liquidation
PROMMIS HOLDINGS: Has Until Jan. 14 to File Chapter 11 Plan
RED APPLE PROPERTIES: Case Summary & 4 Top Unsecured Creditors
RESIDENTIAL CAPITAL: Confirmation Trial to Wrap Up This Month

RESIDENTIAL CAPITAL: Ally Settlement Approved
RESIDENTIAL CAPITAL: Settlement With Credit Unions Approved
RESIDENTIAL CAPITAL: Judge Approves Deal with Housing Regulator
SCOTTSDALE VENETIAN: Confirmation Hearing Continued Until Dec. 10
SCOTTSDALE VENETIAN: Wants Exclusivity Extended; In Buyout Talks

SECUREALERT INC: Amends 3.9 Million Shares Resale Prospectus
SEVEN ARTS: To Issue 20 Million Shares Under Incentive Plan
SPIRE CORP: Founder and CEO Roger Little to Retire by Year's End
STANS ENERGY: Files Management Cease Trade Order Application
STREAMTRACK INC: Buys Intangible Assets of Robot Fruit

STREAMTRACK INC: Delays Fiscal 2013 Form 10-K
THR & ASSOCIATES: Bankruptcy Judge Denies Debt Relief
TRINITY COAL: Court Approves Expansion of DHG's Employment
UNI-PIXEL INC: Addresses Market Speculation
UNIFIED 2020: Dec. 9 Hearing on Bank's Motion to Lift Stay

UNIFIED 2020: Plan Outline Hearing Continued Until Dec. 9
UNITEK GLOBAL: Amends 3.7 Million Shares Resale Prospectus
VICTORY ENERGY: Weaver & Tidwell Replaces Marcum as Accountants
W.R. GRACE: Completes Purchase of Dow's Polypropylene Business
W.R. GRACE: Lipsitz & Ponterio Revises Rule 2019 Disclosure

W.R. GRACE: To Present at Citi Basic Material Conference Today
WM SIX FORKS: Court Won't Extend Laganas' Filing Fee Deadline
WORLD BOTANICAL: 10th Cir. Affirms Dismissal of Wagner Claims
XTREME IRON: Chapter 11 Trustee Confirms Plan of Liquidation
YOSHI'S SF: Crucial Hearings, Status Conference Continued to Jan.

* Bankruptcy Among Less Likely Targets in Lateral Hiring Plans

* European Union Threatens Action Against Big Three Ratings Firms
* Illinois Legislative Leaders Try to Sell Tentative Pension Deal

* Lon A. Jenkins Joins Dorsey's Finance & Restructuring Group

* Large Companies With Insolvent Balance Sheets


                            *********


AFA INVESTMENT: Davis Wright Approved to Handle GOPAC Litigation
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
AFA Investment Inc., et al., to expand the scope of retention of
Davis Wright Tremaine LLP as special litigation counsel effective
as of Oct. 18, 2013.

As reported in the Troubled Company Reporter on Oct. 31, 2013,
the Debtors sought to expand DWT's engagement to include the
so-called GOPAC Litigation because of, among other things, (a)
DWT's expertise generally with food product safety and recall
litigation issues; and (b) its history and experience as UFG's
trial counsel in the Cargill Litigation, which involves similar
issues and claims.  Based on DWT's practice expertise and its
prior experience and long-standing relationship with the Debtors,
DWT possesses extensive knowledge about the relevant issues and
circumstances.  As a result, the Debtors believe that DWT will be
able to represent the Debtors in an efficient and effective
manner.

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

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

                          About AFA Foods

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

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

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

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

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

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

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

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

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


AFA INVESTMENT: Rosner Firm Okayed as Avoidance Action Counsel
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
AFA Investment Inc., et al., to employ Rosner Law Group LLC as
Delaware avoidance action counsel.

As reported in the Troubled Company Reporter on Oct. 22, 2013,
Rosner Law is expected to:

   (a) assist ASK LLP in complying with local Delaware law;

   (b) help review, file and prosecute the avoidance actions; and

   (c) ensure the Debtors execute faithfully their duties as
       debtors-in-possession.

Rosner Law will be paid at these hourly rates:

       Frederick B. Rosner, attorney    $250
       Scott J. Leonhardt, attorney     $250
       Julia B. Klein, attorney         $250
       Paralegals                       $150

Rosner Law will also be reimbursed for reasonable out-of-pocket
expenses incurred.

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

                        About AFA Foods

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

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

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

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

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

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

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

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

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


AFFIRMATIVE INSURANCE: Extends Term of Addison Lease Until 2024
---------------------------------------------------------------
Affirmative Insurance Holdings, Inc., agreed to extend the term of
its current lease for approximately 56,888 aggregate square feet
of office space located at the Addison, Texas, office complex at
4450 Sojourn Drive, Suite 500, Addison, Texas, pursuant to the
terms of a sixth amendment to an original lease agreement dated
June 3, 1999, as previously amended on July 26, 1999, Aug. 1,
2000, Aug. 4, 2003, Dec. 14, 2004, and Nov. 23, 2009.  The Sixth
Amendment is dated and effective as of Oct. 25, 2013.

The Sixth Amendment extends the term of the current Addison Lease
for 115 months through and including Oct. 31, 2024.

Base rent will be conditionally abated for months 23-29 of the
Sixth Amendment.  Additionally, the Sixth Amendment preserves the
Company's right to take a monthly credit of $6,103 against base
rent granted in a prior amendment to the Addison Lease through
March 31, 2015.

In addition to the foregoing base rental payments, the Company
will make payments based on its share of common-area maintenance
charges, as well as insurance coverage for the Addison Space.  CAM
Charges and the cost of insurance for the Addison Space may
increase over time due to the occurrence of certain events,
including but not limited to increased property assessments
associated with the Company's tenant improvements or a sale of the
building in which the Addison Space is located by the Landlord.

A copy of the Sixth Amendment is available for free at:

                        http://is.gd/0kHHXq

                    About Affirmative Insurance

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

The Company's balance sheet at Sept. 30, 2013, showed $386.03
million in total assets, $476.73 million in total liabilities and
a $90.70 million total stockholders' deficit.

"At December 31, 2012, the Company's history of recurring losses
from operations, its failure to comply with the Financial
Covenants in its senior secured credit facility, its failure to
comply with the Illinois Department of Insurance reserve
requirement, and substantial liquidity needs the Company would
face when the senior secured credit facility was set to expire in
January 2014 raised substantial doubt about the Company's ability
to continue as a going concern," the Company said in the Quarterly
Report for the period ended Sept. 30, 2013.


ALLENS INC: Final DIP Hearing Adjourned to Dec. 16
--------------------------------------------------
Bankruptcy Judge Ben Barry entered a second interim order
authorizing debtors All Veg, LLC, and Allens, Inc., to incur debt
on an interim basis from the commencement of the Chapter 11 cases
through Dec. 16, 2013, up to $114,358,560 at any time outstanding
(inclusive of debt previously extended by the prepetition first
lien lenders).

The DIP facility from Bank of America, N.A., as administrative
agent for a consortium of lenders is composed of a senior secured,
superpriority term loan facility of up to $14,166,157 and a senior
secured, superpriority revolving loan facility of up to
$105,000,000.

The bankruptcy judge in his Nov. 22, 2013 order also authorized
the Debtors to continue using cash collateral in accordance with
the budget.

The judged adjourned to Dec. 16, 2013, at 1:30 p.m., the final
hearing to consider entry of an order granting the relief
requested in the DIP Motion on a final basis, solely to the extent
necessary to hear (a) the objection of the Razorback Group filed
on Nov. 19 and (b) any objections that are timely filed and served
by the statutory committee of unsecured creditors and West Milling
Company, in the case of West Milling, solely with respect to the
treatment of Sec. 503(b)(9) claims.

                   Razorback Group's Objection

PACA Claimants Razorback Farms, Inc. and Central Produce Sales,
Inc. point out that the Debtors' 16-week projected budget contains
a projection called "PACA Payments" which purports to set aside
$7,695,000 for payments to valid PACA trust claims.

The Razorback Group says there is no evidence or indicia of $7.695
million being sufficient to pay all potential PACA claims in full.
It says the Court should require the Debtors to continue setting
aside funds at a set even rate until further order or the "PACA
Payments" escrow contains enough funds to fully satisfy all PACA
claims timely filed under the proposed PACA procedures order.

The Razorback Group is represented by:

         E. Kent Hirsch, Esq.
         HIRSCH LAW FIRM, P.A.
         107 W. Emma Ave.
         Springdale, AK 72764
         Tel: 479/751-0251
         E-mail: kent@hirschlawfirm.com

                         About Allens Inc.

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

The Debtors' proposed counsel are Stan D. Smith, Esq., Lance R.
Miller, Esq., and Chris A. McNulty, Esq., at Mitchell, Williams,
Selig, Gates & Woodyard, P.L.L.C., in Little Rock, Arkansas; and
Nancy A. Mitchell, Esq., Maria J. DiConza, Esq., and Matthew L.
Hinker, Esq., at Greenberg Traurig, LLP, in New York.  Alvarez &
Marsal North America, LLC's Jonathan Hickman serves as chief
restructuring officer.  GA Keen Realty Advisors, LLC, is the real
estate advisor.  Epiq Bankruptcy Solutions LLC is the claims and
noticing agent.


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.


ALLIED SYSTEMS: Yucaipa Opposes Payment of $427K Fees to Huron
--------------------------------------------------------------
Yucaipa American Alliance Fund I, L.P., Yucaipa American Alliance
(Parallel) Fund I, L.P., Yucaipa American Alliance Fund II, L.P.,
and Yucaipa American Alliance (Parallel) Fund II, L.P. object to
the payment of fees and expenses (totaling $426,586 for the period
July 9, 2013, through Aug. 15, 2013) submitted by Huron Consulting
Group in connection with the Bankruptcy Court's Final Order dated
June 21, 2013, authorizing Allied Systems Holdings, Inc., et al.,
to obtain post-petition secured replacement DIP Financing.

Yucaipa cites that the services described in the Invoices are not
reimbursable as reasonable expenses of the Replacement DIP
Lenders.

Specifically, Yucaipa says that the amount requested in the
Invoices is disproportionately attributable to services provided
to the Replacement DIP Lenders instead of services provided to a
purchaser of the Debtors' assets, and, therefore, the Fees are not
payable as submitted under the Final Order.

As reported in the TCR on June 21, 2013, the Bankruptcy Court
approved a $33.5 million replacement post-petition loan and sale
plan for the Debtors over the objection of original lender Yucaipa
Cos. Ltd., which had argued that the terms gave the replacement
private equity lenders too much leverage.  Yucaipa put forward
alternative proposals hours before oral arguments over the matter
began Wednesday, June 19, 2013, but U.S. Bankruptcy Judge
Christopher S. Sontchi gave the nod to the replacement debtor-in-
possession financing facility from Black Diamond Capital
Management LLC and Spectrum Investment Partners.

A copy of the Replacement DIP Financing Final Order, dated June
21, 2013, is available at:

      http://bankrupt.com/misc/alliedsystems.doc1324.pdf

                       About Allied Systems

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

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

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

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

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

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

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

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

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

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


ALLIED SYSTEMS: Black Diamond et al. Defend Huron's Fees
--------------------------------------------------------
The replacement DIP agents -- Black Diamond Commercial Finance,
L.L.C. and Spectrum Commercial Finance, LLC, as administrative
agent and collateral agent, respectively under Allied Systems
Holdings, Inc., et al.'s replacement DIP Facility -- responded to
the objection of Yucaipa American Alliance Fund II, L.P., et al.,
to the costs submitted pursuant to the replacement DIP order.

The Replacement DIP agents said Yucaipa, as part of its continued
scorched earth litigation strategy, has objected to the
reimbursement of an unspecified portion of the fees incurred by
Huron Consulting Group, in its capacity as financial advisor to
the replacement DIP agents.  The central thrust of its objection
was that Huron's fees were not rendered for the benefit of the
replacement DIP agents, but were instead provided to Black Diamond
and Spectrum in their capacity as Prepetition Agents under the
First Lien Credit Agreement to assist them in formulating a credit
bid.

The Replacement DIP Agents assert that Yucaipa is wrong.  Huron
has separately invoiced its fees and expenses for each engagement
and the fees at issue were for services provided by Huron in
connection with the provision of services requested by and
rendered to the replacement DIP agent.

As reported in the Troubled Company Reporter, Law360 reported that
an attorney for Ron Burkle's private equity firm The Yucaipa Cos.
LLC on Nov. 26 urged a New York state appeals court to restore a
credit agreement at issue in car hauler Allied Systems Holdings
Inc.'s bankruptcy, after a lower court threw out the deal.
According to the report, Yucaipa's attorney David E. Ross of
Kasowitz Benson Torres & Friedman LLP argued during a hearing in
Manhattan that Judge Charles E. Ramos had gone too far when he
threw out all the changes to a credit agreement.

                       About Allied Systems

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

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

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: US Airways Chief Describes Challenges to Deal
----------------------------------------------------------------
Susan Carey, writing for The Wall Street Journal, reported that US
Airways Group Inc. Chief Executive Doug Parker was checking email
at his home in Paradise Valley, Ariz., early on Aug. 13 when he
received a terse message at 6:43 that his company's planned merger
was in serious trouble.

According to the report, Mr. Parker had been engineering the
combination with American Airlines since soon after its parent,
AMR Corp., filed for bankruptcy protection in November 2011. Now
the Justice Department was suing on antitrust grounds to stop the
biggest merger in airline-industry history.

"Business people aren't supposed to be surprised, but we were
absolutely surprised," Mr. Parker says, the report cited.  The
suit gave rise to "one of the hardest management situations I've
had to work through."

In his first extensive interview since the skirmish with the
Justice Department began, Mr. Parker says overcoming the
government's objections was only part of his challenge, the
Journal related.  He also had to persuade executives and employees
at both companies -- and even his own wife -- that the deal would
go through. And now, that the deal has been cleared, US Airways
already is working to take some of the starch out of American's
buttoned-up corporate culture.

Mr. Parker and his colleagues reached a settlement with the
government on Nov. 12, the report noted.  Mr. Parker will take the
top job at the new American Airlines Group Inc., which will become
the world's largest carrier by traffic.

                      About American Airlines

AMR Corp. and its subsidiaries including American Airlines, the
third largest airline in the United States, filed for bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan
on Nov. 29, 2011, after failing to secure cost-cutting labor
agreements.  AMR, previously the world's largest airline prior to
mergers by other airlines, is the last of the so-called U.S.
legacy airlines to seek court protection from creditors.

Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtors.  Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law
Group, Chartered, are on board as special counsel.  Rothschild
Inc., is the financial advisor.  Garden City Group Inc. is the
claims and notice agent.

Jack Butler, Esq., John Lyons, Esq., Felecia Perlman, Esq., and
Jay Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP
serve as counsel to the Official Committee of Unsecured Creditors
in AMR's chapter 11 proceedings.  Togut, Segal & Segal LLP is the
co-counsel for conflicts and other matters; Moelis & Company LLC
is the investment banker, and Mesirow Financial Consulting, LLC,
is the financial advisor.

The Retiree Committee is represented by Jenner & Block LLP's
Catherine L. Steege, Esq., Charles B. Sklarsky, Esq., and Marc B.
Hankin, Esq.

AMR and US Airways Group, Inc., on Feb. 14, 2013, announced a
definitive merger agreement under which the companies will combine
to create a premier global carrier, which will have an implied
combined equity value of approximately $11 billion.

The bankruptcy judge on Sept. 12, 2013, confirmed AMR Corp.'s plan
to exit bankruptcy through a merger with US Airways.  By
distributing stock in the merged airlines, the plan is designed to
pay all creditors in full, with interest.

Judge Sean Lane confirmed the Plan despite the lawsuit filed by
the U.S. Department of Justice and several states' attorney
general complaining that the merger violates antitrust laws.

In November 2013, AMR and the U.S. Justice Department a settlement
of the anti-trust suit.  The settlements require the airlines to
shed 104 slots at Reagan National Airport in Washington and 34 at
LaGuardia Airport in New York.

Bankruptcy Creditors' Service, Inc., publishes AMERICAN AIRLINES
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by AMR Corp. and its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


AMERICAN PATRIOT: No Unsecured Creditors Committee Appointed
------------------------------------------------------------
Judy A. Robbins, the United States Trustee for Region 7, notified
the U.S. Bankruptcy Court for the Southern District of Texas that
she has been unable to appoint an Unsecured Creditors' Committee
as contemplated by 11 U.S.C. Section 1102 in the Chapter 11 case
of American Patriot Gold, LLC.

The U.S. Trustee said she was unable to solicit sufficient
interest to appoint a proper Committee.

Trial Attorney for the U.S. Trustee may be reached at:

    Ellen M. Hickman, Esq.
    515 Rusk, Suite 3516
    Houston, TX 77002
    Telephone: 713/718-4650 ext 250
    Facsimile: 713/718-4680
    E-mail: ellen.hickman@usdoj.gov

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


AMINCOR INC: Board OKs Grant of Options to Directors and Officers
-----------------------------------------------------------------
Pursuant to a unanimous written consent, dated as of Nov. 26,
2013, the Board of Directors of Amincor Inc. approved the grant of
options to purchase common stock to John R. Rice, III, president,
Joseph F. Ingrassia, vice-president and Robert L. Olson, director
and certain management and employees of the Company and certain
officers and employees of its subsidiary companies.  Messrs. Rice
and Ingrassia were each granted 120,000 options and Mr.
Olson was granted 40,000 options.

The options granted have an exercise price of $0.50, based on the
estimated fair market value of the Company's share price on the
date of the grant.  Fifty percent of the options vest and are
exercisable on the first anniversary of the grant date and 100
percent of the options vest and are exercisable on the second
anniversary of the grant date, so long as certain optionees are
still employed by the Company or its subsidiaries.  The options
are valid for five years from the grant date and will expire
thereafter.  Each optionee will sign a Non-Qualified Stock
Option Agreement with the Company which more fully details the
terms and conditions of the grant.

                         About Amincor Inc.

New York, N.Y.-based Amincor, Inc., is a holding company
operating through its operating subsidiaries Baker's Pride, Inc.,
Environmental Holdings Corp. and Tyree Holdings Corp., and Amincor
Other Assets, Inc.

BPI is a producer of bakery goods.  Tyree performs maintenance,
repair and construction services to customers with underground
petroleum storage tanks and petroleum product dispensing
equipment.

Through its wholly owned subsidiaries, Environmental Quality
Services, Inc., and Advanced Waste & Water Technology, Inc., EHC
provides environmental and hazardous waste testing and water
remediation services in the Northeastern United States.

Other Assets, Inc., was incorporated to hold real estate,
equipment and loan receivables.  As of March 31, 2013, all of
Other Assets' real estate and equipment are classified as held for
sale.

As reported in the TCR on April 24, 2013, Rosen Seymour Shapss
Martin & Company, in New York, expressed substantial doubt about
Amincor's ability to continue as a going concern, citing the
Company's recurring net losses from operations and working capital
deficit of $21.2 million as of Dec. 31, 2012.

The Company's balance sheet at Sept. 30, 2013, showed $31.93
million in total assets, $36.48 million in total liabilities and a
$4.55 million total deficit.


ANTIOCH COMPANY: Has Green Light to Sell Real Property to Sangamon
------------------------------------------------------------------
The Hon. Katherine A. Constantine of the Bankruptcy Court for the
District of Minnesota authorized The Antioch Company, et al., to
sell certain of their real property to Sangamon, LLC or its
assignee, pursuant to an Asset Purchase Agreement.

The Debtors also won Court permission to assume and assign the
lease between the Debtors and Antioch University and the lease
between the Debtors and E-Health Data Solutions LLC pursuant to
Section 365 of the Bankruptcy Code.

The stalking horse asset purchase agreement was twice amended,
first to extend the feasibility period for five days and then to
reduce the purchase price from $750,000 to $700,000.

As reported in the Troubled Company Reporter on Oct. 9, 2013, the
Court, in an order dated Sept. 27, approved in their entirety
(i) the stalking horse purchase agreement with Sangamon, LLC; and
the break-up fee set at 4% of the initial purchase price.

The sale will include a parcel of commercial real property,
commonly known as 888 Dayton Street in Yellow Springs, Ohio.  The
leases are also included in the sale.

In a separate order dated Sept. 30, the Court authorized the
Debtor to enter into a postpetition agreement with Panstoria,
Inc., amending the agreement to provide that the definitions of
StoryBook Software, Memory Manager Software, Artisan Program, and
Historian Program include versions 3.0 and 4.0 of the respective
software/programs.

As reported in the TCR on Sept. 16, the Debtors are selling and
assigning their rights to the use of the StoryBook Software and
Memory Manager Software to Panstoria in exchange for cash and
other consideration to the estates.

Panstoria (formerly known as Caspedia Corporation), has partnered
with the Debtors to support all of the Debtors' digital platform
offerings.  Over the years, the Debtors and Panstoria have been
parties to various licensing and software agreements for certain
digital and printing capabilities.  Panstoria is the owner of the
primary software that supports the Debtors' current digital
business.  On June 24, 2011, Panstoria and Antioch executed a
Software License Agreement (the StoryBook Agreement), whereby
Antioch obtained a non-exclusive license to reproduce and
sublicense the Artisan Program (as modified) under the title
"StoryBook Creator Plus 4.0"

The Agreement outlines economic factors (both cash and waiver of
certain claims) well as other non-economic obligations between the
parties.  Under the terms of the agreement, Antioch is agreeing to
perform these, subject to Court approval:

   a. acknowledge that the license under Section 2(d) of the
      StoryBook Agreement is terminated, Antioch no longer has any
      rights in or to the Encryption Code, and Antioch assigns any
      and all of its licensed interests that it may have in the
      Encryption Code back to Panstoria;

   b. grant Panstoria the right and license to market and sell on
      a non-exclusive basis Antioch's digital art kits for a
      period of six months from the Effective Date; and

   c. grant Panstoria permission to release Updates to the
      StoryBook Software, and Updates to the Memory Manager
      Software at any time prior to the termination of the
      Agreement, including Updates that will create a print
      service for StoryBook Users that will permit them to order
      print products from Panstoria.

                   About The Antioch Company

St. Cloud, Minn.-based scrapbook company The Antioch Company and
six affiliates filed for Chapter 11 bankruptcy (Bankr. D. Minn.
Case No. 13-41898) in Minneapolis on April 16, 2013.  Sean D.
Malloy, Esq., at McDonald Hopkins LLC; and Clinton E. Cutler,
Esq., represent the Debtor as counsel.  Antioch disclosed $10
million to $50 million in both assets and debts.

The affiliates that separate filed for Chapter 11 are Antioch
International-Canada LLC, Antioch International LLC, zeBlooms LLC,
Antioch Framers Supply LLC, Antioch International-New Zealand LLC,
and Creative Memories Puerto Rico, LLC.

Founded in 1926, Antioch and its affiliates make up one of the
world's preeminent suppliers of scrapbooks, related accessories,
and photo solutions for memory preservation through the direct
sales channel.  The Debtors also go by business names Creative
Memories, Antioch, Agenda, Antioch Publishing, Cottage Arts, Frame
of Mind and Webway.

Antioch has 200 employees and currently has operations through the
Debtor companies and foreign subsidiaries in the United States,
Canada, Japan, Australia, and New Zealand. In 2012, the Company's
net revenue was approximately $93.8 million and it had a net loss
of $3.7 million.

Antioch previously sought bankruptcy protection in 2008 (Bankr.
S.D. Ohio Case No. 08-35741).

In the 2013 case, the U.S. Trustee appointed a seven-member
creditors committee. Michael B. Fisco, Esq., at Faegre Baker
Daniels LLP represents the Committee.  Crowe Horwath LLP serves as
its financial advisor.


ANTIOCH COMPANY: Confirms 2nd Amended Joint Reorganization Plan
---------------------------------------------------------------
The Antioch Company, et al., and the Official Committee of
Unsecured Creditors, confirmed on Nov. 14, 2013, their Second
Amended Joint Plan of Reorganization dated Nov. 13, 2013.

The Plan provides for two alternative structures for
reorganization.  One alternative is a stand-alone reorganization.
Under that alternative, the Plan calls for (a) the substantive
reorganization of Antioch, the parent company of the other
Debtors, either through the reorganization of that entity or the
formation of a new entity and contribution of certain of the
Debtors' assets into that entity for the purpose of running the
reorganized business; (b) the distribution of cash and certain
other assets of the Debtors, including equity interests in the
Reorganized Company, to a liquidating trust for the benefit of
creditors; and (c) the dissolution of the other Debtors.

The second alternative is a sponsored version of the Plan, under
which an investor would acquire the Reorganized Company.  Under
that alternative, the cash generated from that acquisition would
be contributed to a liquidating trust for the benefit of
creditors along with the cash and other assets of the Debtors not
necessary for the business of the Reorganized Company.

A copy of the Plan is available for free at:

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

                     About The Antioch Company

St. Cloud, Minn.-based scrapbook company The Antioch Company and
six affiliates filed for Chapter 11 bankruptcy (Bankr. D. Minn.
Case No. 13-41898) in Minneapolis on April 16, 2013.  Antioch
disclosed $10 million to $50 million in both assets and debts.

The affiliates that separate filed for Chapter 11 are Antioch
International-Canada LLC, Antioch International LLC, zeBlooms LLC,
Antioch Framers Supply LLC, Antioch International-New Zealand LLC,
and Creative Memories Puerto Rico, LLC.

Founded in 1926, Antioch and its affiliates make up one of the
world's preeminent suppliers of scrapbooks, related accessories,
and photo solutions for memory preservation through the direct
sales channel.  The Debtors also go by business names Creative
Memories, Antioch, Agenda, Antioch Publishing, Cottage Arts, Frame
of Mind and Webway.

Antioch has 200 employees and currently has operations through the
Debtor companies and foreign subsidiaries in the United States,
Canada, Japan, Australia, and New Zealand. In 2012, the Company's
net revenue was approximately $93.8 million and it had a net loss
of $3.7 million.

Antioch previously sought bankruptcy protection in 2008 (Bankr.
S.D. Ohio Case No. 08-35741).

In the 2013 case, the U.S. Trustee appointed a seven-member
creditors committee.  Faegre Baker Daniels LLP serves as its
counsel.  Crowe Horwath LLP serves as its financial advisor.


ARISTA POWER: Mark Matthews Quits as President
----------------------------------------------
Mark Matthews resigned from his position as president of Arista
Power, Inc., effective Nov. 29, 2013, to take the position of vice
president of Sales and Marketing at EaglePicher Technologies, LLC.
Mr. Matthews will remain a member of the Board of Directors of
Arista Power.

Effective Nov. 29, 2013, William A. Schmitz, chief executive
officer of Arista Power will also become president of Arista
Power.

                        About Arista Power

Rochester, N.Y.-based Arista Power, Inc., is a developer,
manufacturer, and supplier of custom-designed power management
systems, renewable energy storage systems, and a supplier and
designer of solar energy systems.

The Company's balance sheet at Sept. 30, 2013, showed $3.07
million in total assets, $4.48 million in total liabilities and a
$1.41 million total stockholders' deficit.

"Since its formation, the Company utilized funds generated from
private placement offerings and debt to fund its product
development and operations and has incurred a cumulative net loss
of $26,831,824.  The recurring losses from operations to date
raise substantial doubt about the Company's ability to continue as
a going concern," the Company said in its quarterly report for the
period ended Sept. 30, 2013.


ARMORWORKS ENTERPRISES: Squire Sanders Withdraws as Bankr. Counsel
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona vacated the
hearing on the motion to disqualify Squire Sanders (US) LLP as
counsel for Armorworks Enterprises, LLC, et al., scheduled for
Nov. 14, 2013, at 1:30 p.m.

Squire Sanders had filed a notice of withdrawal and substitution
of counsel of record for the Debtor.

According to Squire Sanders, a "good faith disagreement" has
arisen between Squire Sanders and AWI, and Quarles & Brady LLP
will be substituting for Squire Sanders as counsel for AWI.

Previously, the Debtor submitted a limited sur-reply to the motion
to disqualify Squire Sanders filed by C Squared Capital.  The
Debtor said that with the sale transaction process now underway,
AWI's right to choose counsel for the matter must not be impinged
or subjected to tactical manipulation.  Accordingly, AWI asked
that the Court overrule the C Squared Parties' disqualification
objection.

As reported in the Troubled Company Reporter on Oct. 29, 2013,
Law360 reported that creditor C Squared told an Arizona federal
judge on Oct. 24 that Squire Sanders cannot represent ArmorWorks
in its bankruptcy case in any capacity, holding that the firm
served as counsel to C Squared in directly related matters.

According to the Law360 report, the brief in support of
disqualifying Squire comes a month after ArmorWorks lambasted its
creditors' request to appoint a Chapter 11 bankruptcy trustee,
claiming that such an interloper would unnecessarily disrupt
reorganization efforts and lose the Arizona business millions of
dollars.

                   About ArmorWorks Enterprises

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

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

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

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

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

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


BENTLEY PREMIER: Dec. 16 Hearing on Motion to Use Cash Collateral
-----------------------------------------------------------------
The Bankruptcy Court will continue on Dec. 16, 2013, at 1:30 p.m.,
the hearing on Bentley Premier Builders LLC's motion for
authorization to:

   1. use cash collateral;

   2. pay prepetition obligations of certain critical vendors
      and to amend interim cash collateral order and budget.

As reported in the Troubled Company Reporter on Aug. 27, 2013,
Judge Brenda Rhoades authorized the Debtor to use the cash
collateral of its lenders, The Phillip M. Pourchot Revocable Trust
and/or The Starside, LLC.

The Bankruptcy Court agreed that the Debtor needs cash to enable
it to pay necessary operating expenses, including fees, insurance
premiums, utilities, among other things.

As adequate protection for the Debtor's cash collateral use and
any diminution in value in other collateral, the Lenders are
granted a continuing and replacement security interest in all of
the same property of the Debtor that it had pursuant to the
Prepetition Loan Documents.

In the event adequate protection to the Lenders is insufficient to
protect the Lenders, then the Lenders' claim will have a priority
under Sec. 507(b) of the Bankruptcy Code over all administrative
expenses incurred in the Chapter 11 case.

Counsel to the Lenders is:

     Mark E. Andrews, Esq.
     1201 Elm Street, Suite 3300
     Dallas, TX 75270
     Tel: (214) 698-7819
     Fax: (214) 698-7899

               Golgart, et al., Removed as Directors

In a separate ruling, Judge Rhoades granted the motion of the
Chapter 11 trustee for Bentley Premier Builders to remove existing
directors and appoint new directors to the Normandy Estates
Homeowners Association.

The Chapter 11 trustee sought to remove the current directors of
the Normandy Estates Homeowners Association and appoint (1) Janice
Cumberland; (2) David McGough (sic); and (3) the manager hired by
the trustee to manage the business affairs of the Debtor.

The motion is granted, in part, so that Sandy Golgart and Phil
Pourchot are removed from their positions as directors of the
Normandy Estates Homeowners Association; the remainder of the
relief requested in the motion is denied.

John T. Palter, Esq. at Palter Stokley Sims Wright PLLC, on behalf
of party-in-interest Ms. Golgart, requested that the Court grant
the trustee's motion in part by appointing Janice Cumberland as a
director of the HOA, and deny the motion, in part, relating to the
appointment of David McCough and Marc Powell as directors of the
HOA or a chairman, and enter an order appointing an alternate
person in good standing approved by the parties as directors of
the HOA.

                       About Bentley Premier

Bentley Premier Builders, LLC, is a Texas limited liability
company in the business of real estate development and building
custom houses.  It filed a Chapter 11 petition (Bankr. E.D. Tex.
Case No. 13-41940) on Aug. 6, 2013 in Sherman, Texas.  Judge
Brenda Rhoades presides over the case.  Gerald P. Urbach, Esq.,
and Jason A. Katz, Esq., at Hiersche, Hayward, Drakeley & Urbach,
P.C., in Addison, Texas, serve as counsel.  The Debtor disclosed
$35,793,857 in assets and $30,428,782 in liabilities as of the
Chapter 11 filing.

Jason R. Searcy, the Chapter 11 trustee of Bentley Premier
Builders LLC, tapped to employ Joshua P. Searcy, Esq., at Searcy &
Searcy, P.C. as attorneys.


BENTLEY PREMIER: Objections to Hiersche Hiring Resolved
-------------------------------------------------------
Hiersche, Hayward, Drakeley & Urbach, P.C., has notified the
Bankruptcy Court of a stipulation entered among Mark Smith Custom
Homes, Inc., Peckham Custom Builders, Ltd., Don Chiles, Bill
Loughborough, Teresa Loughborough, and Mark Pitts, resolving the
objections to Bentley Premier Builders, LLC's bid to employ the
Hiersche Hayward firm.

The stipulation provides that:

   1. The Higier firm's initial meeting with Ms. Golgart was on
      Aug. 14, 2013; and

   2. Jason Rodriguez with the Higier firm called Jason Katz
      on Sept. 13, 2013, to inform Jason Katz that the Higier
      firm was not representing Ms. Golgart even if she paid the
      requested retainer after Sept. 13.

On Nov. 15, Hiersche Hayward filed its omnibus reply to the
objections to the Debtor's application to employ the firm as
counsel, stating that:

   1. no actual conflict exists; any possible future conflicts
      are now moot;

   2. the disclosures made by Hiersche Hayward were adequate;

   3. under the totality of the circumstances, Hiersche Hayward
      does not hold an interest adverse to the estate and is
      a disinterested person; and

   4. the information requested by the Phillip M. Pourchot
      Revocable Trust has been provided.

William T. Neary, the United States Trustee for Region 6, in his
objection to the hiring, stated that Hiersche Hayward has been
candid and forthcoming with the response to all of the questions
he has raised.  The U.S. Trustee believes Hiersche Hayward is not
sufficiently disinterested under 11 U.S.C. Section 327 for the
Court to grant the employment application.  The U.S. Trustee
admitted that any one of the items he relied on to disqualify
Hiersche Hayward may not sufficiently demonstrate lack of
disinterestedness, but contends that the indicia of irreconcilable
conflict pre- and post-petition are overwhelming.

As reported in the Troubled Company Reporter on Nov. 15, 2013,
Hiersche Hayward filed a second supplement to the Debtor's
application for an order authorizing the firm's employment as the
Debtor's attorneys.

Hiersche Hayward asked the Court to approve $13,000 as a
postpetition retainer and allow the firm to keep the $13,000 in
its IOLTA trust account until further Court order.

Hiersche Hayward also disclosed that, among other things:

   1. HHDU erroneously disclosed that it received $39,500 from
      the Debtor during the one year preceding the commencement
      of the bankruptcy case.  HHDU actually received $62,258
      from the Debtor during the one year preceding the
      commencement of the case.

   2. The Debtor could not obtain a hearing on its application
      for temporary injunction to enjoin foreclosures on many
      of its properties in state court.

   3. In the state court suit, HHDU represented Sandy W. Golgart
      in defending a conversion claim asserted by Phil Pourchot.
      Ms. Golgart and Mr. Pourchot are equity owners of the Debtor
      and are involved in litigation between themselves over
      issues involving the Debtor. The claim was for less than
      $20,000 actual damages and exemplary damages and was not
      supported by the evidence. HHDU also represented Ms. Golgart
      on a defamation claim against Mr. Pourchot.  Nothing in
      HHDU's prepetition representation of Ms. Golgart was adverse
      to Bentley.

   4. HHDU investigated Phillip Pourchot's claims made against
      Ms. Golgart and found no evidence to support them.  Ms.
      Golgart made no claims against Bentley.  There was no
      conflict.

As reported in the TCR on Aug. 27, 2013, the firm's Gerald P.
Urbach, Esq., and Jason M. Katz, Esq., are expected to provide
legal services on matters involving financial restructuring and
insolvency issues, including exploration of possible non-
bankruptcy restructuring alternatives, as well as preparation of
the requisite petitions, pleadings, exhibits, lists and schedules
in connection with the commencement of the Chapter 11 case.

Hiersche Hayward has advised that the representation of the Debtor
will involve fees and expenses of more than $13,000 and the firm
expects to be paid for future fees and expenses out of the
Debtor's operations, after appropriate Court order.

To the best of the Debtor's knowledge, Hiersche Hayward does not
have any connection with, or any interest adverse to, the Debtor,
its creditors, or any other party-in-interest or their respective
attorneys and accountants, or the U.S. Trustee for the Eastern
District of Texas.  Accordingly, Hiersche Hayward and its
professionals are "disinterested persons" as the term is defined
under Sec. 101(14) of the Bankruptcy Code.

                       About Bentley Premier

Bentley Premier Builders, LLC, is a Texas limited liability
company in the business of real estate development and building
custom houses.  It filed a Chapter 11 petition (Bankr. E.D. Tex.
Case No. 13-41940) on Aug. 6, 2013 in Sherman, Texas.  Judge
Brenda Rhoades presides over the case.  Gerald P. Urbach, Esq.,
and Jason A. Katz, Esq., at Hiersche, Hayward, Drakeley & Urbach,
P.C., in Addison, Texas, serve as counsel.  The Debtor disclosed
$35,793,857 in assets and $30,428,782 in liabilities as of the
Chapter 11 filing.

Jason R. Searcy, the Chapter 11 trustee of Bentley Premier
Builders LLC, tapped to employ Joshua P. Searcy, Esq., at Searcy &
Searcy, P.C. as attorneys.


BENTLEY PREMIER: Searcy & Searcy Approved as Trustee's Counsel
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Texas
authorized Jason R. Searcy, Chapter 11 trustee for Bentley Premier
Builders, LLC, to employ Searcy & Searcy, P.C. as his counsel.

As reported in the Troubled Company Reporter on Nov. 18, 2013,
Searcy & Searcy is expected to, among other things:

   (a) advise and consult with the Trustee concerning questions
       arising in the conduct of the administration of the estate
       and concerning the Trustee's rights and remedies with
       regard to the estate's assets and claims of secured,
       preferred and unsecured creditors and other parties in
       interest;

   (b) appear for, prosecute, defend and represent the Trustee's
       interest in suits or legal matters arising in or related to
       this case; and specifically to appear for and represent
       the Trustee with respect to liquidation of non-exempt real
       and personal property, review of proofs of claim filed in
       the case and prepare subsequent objections that are
       necessary; and

   (c) assist in the preparation of such pleadings, motions,
       notices and orders as are required for the orderly
       administration of this estate.

Searcy & Searcy will be paid at these hourly rates:

       Jason R. Searcy          $400
       Joshua P. Searcy         $250
       Callan C. Searcy         $200
       Paraprofessionals        $100

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

Jason R. Searcy, shareholder and partner of Searcy & Searcy,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtors and their
estates.

                       About Bentley Premier

Bentley Premier Builders, LLC, is a Texas limited liability
company in the business of real estate development and building
custom houses.  It filed a Chapter 11 petition (Bankr. E.D. Tex.
Case No. 13-41940) on Aug. 6, 2013 in Sherman, Texas.  Judge
Brenda Rhoades presides over the case.  Gerald P. Urbach, Esq.,
and Jason A. Katz, Esq., at Hiersche, Hayward, Drakeley & Urbach,
P.C., in Addison, Texas, serve as counsel.  The Debtor disclosed
$35,793,857 in assets and $30,428,782 in liabilities as of the
Chapter 11 filing.

Jason R. Searcy, the Chapter 11 trustee of Bentley Premier
Builders LLC, tapped to employ Joshua P. Searcy, Esq., Searcy &
Searcy, P.C. as attorneys.


BENTLEY PREMIER: Ch.11 Trustee Withdraws Bid to Employ Marc Powell
------------------------------------------------------------------
Jason R. Searcy, Chapter 11 trustee for Bentley Premier Builders,
LLC, has withdrawn his application filed on Oct. 31, 2013, to
employ Marc Powell.

Party-in-interest Sandy Golgart objected to the trustee's
application to employ Mr. Powell.

Ms. Golgart, as 50% owner of the Debtor, explained that:

   1. the Debtor has not regularly employed a professional person
on salary to perform the services as the business manager for the
Debtor's ongoing business operations to manage and control all
aspects of the sales of lots, development of real property, and
construction of homes, the position for which Mr. Powell is to be
appointed.  Rather, Ms. Golgart as member, has performed all
services without salary;

   2. the waiver afforded under Local Rule of Bankruptcy Procedure
2014(e) is not applicable in the case.  Mr. Powell was not a,
"Professional on the payroll of an operating business at the time
of the order for relief."

   3. Mr. Powell's verified statement failed to fully and
accurately set forth Mr. Powell's connections with inter alia,
Debtor, creditors, and any other party in interest or their
respective attorneys and accountants.

As reported in the Troubled Company Reporter on Nov. 18, 2013, the
Chapter 11 trustee asked for permission from the Bankruptcy Court
to employ Marc Powell as business manager for the Debtor's ongoing
business operations.  Mr. Powell would manage and control all
aspects of the sale of lots, development of real property, and
construction of homes.

The Chapter 11 trustee proposed this pay package for Mr. Powell:

   (a) $11,000 per month to be paid every two weeks;

   (b) gasoline allowance of $400 per month;

   (c) cell phone allowance of $100 per month; and

   (d) commission for each Debtor's lots sold and closed during
       his term of employment in the amount of 3% if no other
       realtor or broker is involved and 1.5% if another realtor
       or broker is involved in the sale.

However, if the sale contract is executed during the term of Mr.
Powell's employment and the closing of the sale does not occur
until after Mr. Powell's employment ceased, then Mr. Powell will
still be entitled to the commission in the amounts set forth
herein.

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

                       About Bentley Premier

Bentley Premier Builders, LLC, is a Texas limited liability
company in the business of real estate development and building
custom houses.  It filed a Chapter 11 petition (Bankr. E.D. Tex.
Case No. 13-41940) on Aug. 6, 2013 in Sherman, Texas.  Judge
Brenda Rhoades presides over the case.  Gerald P. Urbach, Esq.,
and Jason A. Katz, Esq., at Hiersche, Hayward, Drakeley & Urbach,
P.C., in Addison, Texas, serve as counsel.  The Debtor disclosed
$35,793,857 in assets and $30,428,782 in liabilities as of the
Chapter 11 filing.

Jason R. Searcy, the Chapter 11 trustee of Bentley Premier
Builders LLC, tapped to employ Joshua P. Searcy, Esq., Searcy &
Searcy, P.C. as attorneys.


BIOFUEL ENERGY: Lenders Exercise Rights to Acquire Ethanol Plants
-----------------------------------------------------------------
Biofuel Energy Corp. confirmed that is has been notified by the
lenders under its existing senior secured credit facility that
they have exercised their right under their Deed In Lieu of
Foreclosure Agreement to acquire the Company's ethanol plants.  It
was also informed that an entity formed by the lenders for that
purpose has completed the previously announced sale of those
plants to Green Plains Renewable Energy, Inc.  The Company has not
been provided with a copy of the lenders' definitive agreement
with Green Plains.  Under the terms of the Deed in Lieu, the
lenders were to extinguish all of the amounts due under the credit
facility, which as of Sept. 30, 2013, totaled $177 million in
principal and interest, and were to assume or satisfy
substantially all of the remaining liabilities of the Company's
subsidiaries that were parties to the credit agreement.

As of Oct. 31, 2013, the Company had approximately $9.2 million of
unrestricted cash on hand, and expects to receive sale proceeds
and the return of certain deposits or other restricted cash of
approximately $3 to $5 million.  Upon receipt of those proceeds
and recoveries, and payment of certain corporate severance and
other obligations, the Company expects to retain approximately $10
to $11 million of unrestricted cash.  It has not yet been
determined whether, or how, this cash will be reinvested by the
Company in another enterprise or returned to shareholders in a
liquidation or other transaction.  The Company also expects to
maintain its federal net operating loss carryforwards of
approximately $250 million, to the extent such NOL carryforwards
are not extinguished as a result of the recognition of income
resulting from the cancellation of indebtedness under the Deed in
Lieu.  The Company's ability to use its NOL carryforwards may be
limited and will depend on, among other things, the amount of
taxable income the Company generates in future periods

                       About Biofuel Energy

Denver, Colo.-based BioFuel Energy Corp. (Nasdaq: BIOF) --
http://www.bfenergy.com/-- aims to become a leading ethanol
producer in the United States by acquiring, developing, owning and
operating ethanol production facilities.  It currently has two
115 million gallons per year ethanol plants in the Midwestern corn
belt.

Biofuel Energy disclosed a net loss of $46.32 million on $463.28
million of net sales for the year ended Dec. 31, 2012, as compared
with a net loss of $10.36 million on $653.07 million of net sales
during the prior year.  The Company's balance sheet at Sept. 30,
2013, showed $233.47 million in total assets, $193.01 million in
total liabilities and $40.45 million in total equity.

Grant Thornton LLP, in Denver, Colorado, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that
the Company incurred a net loss of $46.3 million during the year
ended Dec. 31, 2012, is in default under the terms of the Senior
Debt Facility, and has ceased operations at its Fairmont ethanol
facility.  These conditions, among other matters, raise
substantial doubt about the Company's ability to continue as a
going concern.

                        Bankruptcy Warning

"Although the Company intends to diligently explore and pursue any
number of strategic alternatives, we cannot assure you that it
will be able to do so on terms acceptable to the Company or to the
lenders under the Senior Debt Facility, if at all.  In addition,
in either the case of a transfer of the assets of the Operating
Subsidiaries to the lenders under the Senior Debt Facility or a
sale of one or both of our plants ...  we cannot assure you as to
what value, if any, may be derived for shareholders of the Company
from such transfer or sale.  The lenders under the Senior Debt
Facility could also elect to exercise their remedies under the
Senior Debt Facility and take possession of their collateral,
which could require us to seek relief through a filing under the
U.S. Bankruptcy Code," according to the Company's annual report
for the year ended Dec. 31, 2012.


CAL-BAY INT'L: Has Not Filed Bankruptcy, Seeks OTC Retraction
-------------------------------------------------------------
Cal-Bay International, Inc. on Dec. 2 released the following
clarification statement regarding the downgrade to "Caveat Emptor"
status by OTC Markets.

OTC Markets recently downgraded Cal-Bay from Limited Information
to Caveat Emptor on their reporting system based on an
unsubstantiated report from an Investors Hub message board person
that Cal-Bay International had filed and was in fact in
Bankruptcy.  Without any verification from the company or the
Federal Bankruptcy courts OTC Markets immediately downgraded
Cal-Bay to Caveat Emptor and promptly removed the company from its
quote system.  Cal-Bay immediately notified OTC Markets, the
company had not nor ever has filed for Bankruptcy and has no
intent to file Bankruptcy.  OTC Markets has been put on official
notice by the company of the devastating effects to the company's
investors and their stock holdings and the irreparable harm caused
to the company by their action.

OTC Markets written response to Cal-Bay sights justification for
the action by relying on a personal Bankruptcy filed by a former
company President, which is a non-associated issue with Cal-Bay as
a Company.

The Company has filed a declaration to OTC Markets regarding the
alleged Bankruptcy issue demanding a retraction for the
unsubstantiated action.  In the event of no retraction and
restoration of status to Limited Information, Cal-Bay will have no
choice other than to file suit against OTC Markets for the damage
caused by their unwarranted action.

Further civil action will be taken against Investors Hub and the
posters with documented prior knowledge of the OTC Markets event
for fraud, stock manipulation.  Initial investigations identified
the "Message Board Poster(s) with "IP" addresses in the Long Beach
CA area, who have since been identified by name.  The information
has now been passed along to the regulatory authorities.  The
investigations are continuing.

Cal Bay International, Inc. engages in the acquisition,
development, management, sale, and rental of commercial or
residential properties in the United States.  It also provides
consulting services to individuals and/or businesses.  The company
was formerly known as Cal-Bay Controls, Inc. and changed its name
to Cal Bay International, Inc. in March 2001.  Cal Bay
International, Inc. was founded in 1998 and is based in Las Vegas,
Nevada.


CANCER GENETICS: Deerfield Mgmt Held 4% Equity Stake at Oct. 23
---------------------------------------------------------------
In a Schedule 13G filed with the U.S. Securities and Exchange
Commission, Deerfield Mgmt, L.P., and its affiliates disclosed
that as of Oct. 23, 2013, they beneficially owned 354,180 shares
of common stock of Cancer Genetics, Inc., representing 4.01
percent of the shares outstanding.  A copy of the regulatory
filing is available for free at http://is.gd/tgXKtV

                        About Cancer Genetics

Rutherford, N.J.-based Cancer Genetics, Inc., is an early-stage
diagnostics company focused on developing and commercializing
proprietary genomic tests and services to improve and personalize
the diagnosis, prognosis and response to treatment (theranosis) of
cancer.

"The Company has suffered recurring losses from operations, has
negative working capital and a net capital deficiency that raise
substantial doubt about its ability to continue as a going
concern," according to the Company's quarterly report for the
period ended March 31, 2013.

The Company's balance sheet at Sept. 30, 2013, showed $14.30
million in total assets, $9.42 million in total liabilities and
$4.88 million in total stockholders' equity.


CENTRIC HEALTH: DBRS Confirms 'B(high)' Issuer Rating
-----------------------------------------------------
DBRS Inc. has confirmed the Issuer Rating and Senior Secured 2nd
Lien Notes rating of Centric Health Corporation (Centric or the
Company) at B (high), and changed the trend to Negative from
Stable.  The Senior Secured 2nd Lien Notes continue to have a
recovery rating of RR4.  The rating action reflects DBRS's concern
that weaker-than-expected operating performance through Q3 2013
could result in the Company's credit risk profile weakening beyond
a level considered consistent with the current rating category.
In addition, performance will be further challenged by recent
Government of Ontario changes to the Ontario Health Insurance Plan
(OHIP) funding model for publicly-funded physiotherapy in long-
term care and retirement homes.  Should Centric be successful in
gaining traction toward improving operating performance and
achieving sustainable EBITDA above the $50 million level and a
platform for continued growth by the end of 2014, the trend could
be changed to Stable.  However, should operating performance
remain challenged through the course of 2014 resulting in flat or
declining EBITDA, a downgrade of Centric's ratings will likely
result.

On April 9, 2013, DBRS assigned an Issuer Rating of B (high) with
a Stable trend to Centric and stated its expectation that the
Company's earnings profile should strengthen as the Company
shifted its focus from completing acquisitions to integration,
organic growth and cost-saving initiatives.  DBRS believed the
Company could reach EBITDA of $50 million to $55 million in the
near term.

Since then, the Company has released results through Q3 2013 which
included a moderate increase in revenues to approximately $457
million for the last 12 months (LTM) ended Q3 2013 versus $437
million in 2012, while earnings remained flat versus the same
period the previous year at approximately $42.5 million.  That
said, credit metrics improved modestly - i.e., debt-to-EBITDA of
5.95 times (x) or 4.83x excluding convertible securities (DBRS
considers credit metrics with and without convertible securities
as all convertible securities are subordinate in right of payment
to any senior indebtedness and all but one (which totals $5
million) carry at least the option to satisfy interest and payment
upon maturity in the form of common shares) versus DBRS estimates
of 6.5x and 5.1x, respectively, at the time of the issuance of the
Company's Senior Secured 2nd Lien Notes.

The Company's failure to improve earnings despite solid operating
performance in its Physiotherapy (non-Senior Wellness), Pharmacy
and Assessments segments can be attributed to weaker-than-expected
results in three operating segments: Physiotherapy (Senior
Wellness), Retail and Home Medical Equipment and Surgical and
Medical Centres:

(1) Physiotherapy (38% of total revenue and 56% of EBITDA): On
August 22, 2013, a judicial review by the Ontario Divisional Court
ruled that the Ontario Ministry of Health and Long-Term Care could
implement changes to the OHIP funding model for publicly-funded
physiotherapy provided in long-term care and retirement homes.
The changes, which took effect immediately upon the rendering of
the decision, negatively affect the Senior Wellness component of
Centric's Physiotherapy segment by up to $27 million of revenue
(representing 6% of consolidated revenue) and $6.5 million of
EBITDA annually (calculated on an LTM basis as of Q2 2013) before
taking into account the offsetting impact of the Company's actions
to mitigate the effects of the change.

(2) Retail and Home Medical Equipment (25% of revenue and 13% of
EBITDA): Despite revenue growth (partially attributable to the
acquisition of Motion Specialties in Q1 2012), slower than
expected integration and streamlining efforts (i.e., IT,
inventory, day-to-day activities ) and investments in revenue
generating personnel for initiatives with a longer sales cycle
negatively affected margins.

(3) Surgical and Medical Centres (7% of revenue and 4% of EBITDA):
Performance of the segment was significantly below expectations
for the first nine months of 2013 (despite signs of stability in
Q3 2013), negatively affected by low utilization of operating room
capacity and its Sarnia operations as the Company undertook
management changes including the departure of the primary surgeon
for the location.

In response to the challenges in the above listed segments, the
Company plans to and is currently undertaking a number of
initiatives to improve operating performance going forward,
including head-count reduction, integrated IT systems and
centralizing inventory in Retail and Home Medical, the recruitment
and hiring of new surgeons and physicians for its Sarnia facility
in Surgical and Medical Equipment and exploring reimbursement
alternatives as well as implementing a cost containment program in
the Physiotherapy segment.  Should such initiatives be successful
in helping Centric gain traction toward improving operating
performance and achieving sustainable EBITDA above the $50 million
level and a platform for continued growth by the end of 2014, the
trend could be changed to Stable.  DBRS continues to believe that
potential for improvement in credit metrics will be based
primarily on growth in EBITDA as the Company is expected to use
any free cash flow to invest in growth rather than to repay debt
or provide cash returns to shareholders.

On the other hand, should operating performance remain challenged
through the course of 2014 resulting in flat or declining EBITDA,
a downgrade of Centric's ratings will likely result.


CAMBRIDGE HEART: Rod de Greef, Haghighi-Mood Resign from Board
--------------------------------------------------------------
Roderick de Greef resigned from the Board of Directors of
Cambridge Heart, Inc., effective Nov. 4, 2013.  Prior to his
resignation, Mr. de Greef was serving as Chairman of the Board of
Directors of the Company and also as interim president and
treasurer of the Company, on an unpaid basis.  Mr. de Greef did
not resign over any disagreement with the Company's Board of
Directors or its management.

In addition, effective Nov. 20, 2013, Ali Haghighi-Mood resigned
from the Board of Directors of the Company.  Mr. Haghighi-Mood did
not resign over any disagreement with the Company's Board of
Directors or its management.

As of Nov. 6, 2013, 100,112,960 shares of the Company's common
stock were outstanding.  On an as-converted basis, the Company has
124,659,416 shares of common stock issued and outstanding,
including 100,112,960 shares of common stock issued, 4,180,602
shares issuable upon conversion of the Series C-1 Convertible
Preferred Stock and 20,365,854 shares issuable upon conversion of
the Series D Convertible Preferred Stock.

                      About Cambridge Heart

Tewksbury, Mass.-based Cambridge Heart, Inc., is engaged in the
research, development and commercialization of products for the
non-invasive diagnosis of cardiac disease.

In its report on the financial statements for the year ended
Dec. 31, 2011, McGladrey & Pullen, LLP, in Boston, Massachusetts,
expressed substantial doubt about Cambridge Heart's ability to
continue as a going concern.  The independent auditors noted that
of the Company's recurring losses, inability to generate positive
cash flows from operations, and liquidity uncertainties from
operations.

The Company reported a net loss of $5.40 million in 2011, compared
with a net loss of $5.17 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed $1.25
million in total assets, $5.51 million in total liabilities,
$12.74 million in convertible preferred stock, and a $17 million
total stockholders' deficit.


COLUMBUS EXPLORATION: Ira Kane Appointed as Receiver
----------------------------------------------------
The Franklin County Court of Common Pleas has appointed Ira O.
Kane as receiver to operate Recovery Limited Partnership and
Columbus Exploration, LLC.

Each creditor or other claimant of RLP or CX that wishes to
receive any recovery in respect of such claim(s) must submit a
proof of claim, together with any and all pertinent information
and documentation establishing the validity of the claim, to:

     Ira O. Kane
     Receiver
     41 S. High St., Suite 3500
     Columbus, Ohio 43215
     Tel: 614-324-5085

Submissions by creditors and other claimants must be received by
the Receiver at the above address no later than 5 p.m. EST on
January 7, 2014, or the creditor or claimant will be forever
barred from any recovery in respect of its claim(s).

Claims will be evaluated solely on the basis of the submissions to
the Receiver.  Limited partners of RLP or members of CX need not
respond to this notice with respect to their equity interests in
RLP or CX; however, limited partners of RLP or members of CX that
wish to assert other claims against RLP or CX must respond to this
notice by the Jan. 7, 2014 bar date to receive any recovery on
such claims.


CORNERSTONE HOMES: Seeks Plan Exclusivity Extension
---------------------------------------------------
Cornerstone Homes Inc. filed an application for an extension of
the period in which it has the exclusive right to propose and
obtain confirmation of a plan of reorganization.

A hearing on the application is slated for Dec. 12, 2013, at 1:00
p.m. in bankruptcy court in Rochester, New York.

The bankruptcy judge in August 2013 entered an order adjourning
the hearing date on the Debtor's prepackaged plan indefinitely.

The Debtor tells the Court that since the adjournment, it has
provided the statutory committee of unsecured creditors and the
U.S. Securities and Exchange Commission with discovery and awaited
their objections to the Plan and the explanatory disclosure
statement.

David L. Rasmussen, Esq., at Davidson Fink LLP, counsel to the
Debtor, says that the proposed plan is viable because it proposes
to pay the secured creditors in full under the terms currently
governing the Debtor's obligations to them and proposes to pay the
unsecured creditors more than they would receive in a liquidation
sale of the Debtor's assets.  According to Mr. Rasmussen, the best
evidence of the Plan's viability is the overwhelming acceptance
rate it received prepetition.  He adds that while the U.S. Trustee
objected to the disclosure statement on limited grounds, no
objections have been made to the confirmation of the Plan.

However, according to Mr. Rasmussen, the Creditors Committee and
the SEC have delayed resolution of this case:

   -- First, the Creditors Committee and SEC insisted on large
      extensions to the deadlines for filing proofs of claim in
      the case.  They were extended to Nov. 27, 2013 and Jan. 14,
      2014 for creditors' claims and governmental claims
      respectively.

   -- Second, the Committee submitted exhaustive document requests
      to which the Debtor provided preliminary responses.  The
      Debtor continues to collect and prepare documents for
      production to the Committee.

   -- Third, the Committee filed a motion to appoint a trustee
      on Nov. 22, 2013.  The parties have not met to negotiate any
      resolution of that motion.  That motion is returnable on
      Dec. 12, 2013 at 1:00 p.m.

The Debtor notes that the SEC and Committee have not yet filed
written objections to the Plan and Disclosure Statement.  Until
those objections are raised, the Debtor cannot move forward with
the negotiation of those objections.

Mr. Rasmussen tells the Court that there are a few unresolved
contingencies in this case.  The Debtor objected to the claim
filed by the Internal Revenue Service, which it hopes to be able
to resolve.  There are contingent claims by New York State
relating to a gas or oil well on one of the Debtor's properties
and the requirement that the Debtor pay certain insurances or
taxes for independent contractors.  The New York State Department
of Labor recently issued a decision absolving the Debtor of
liability regarding independent contractors.

                      About Cornerstone Homes

Cornerstone Homes Inc. is based in Corning, New York and is
engaged in the business of buying, selling and leasing single
family homes in the State of New York, with such properties
primarily located in the South Central and South Western portions
of the State.  The company owns 728 properties, with approximately
400 subject to land contracts.

Cornerstone Homes Inc., a homebuilder from Corning, New York,
filed a Chapter 11 petition (Bankr. W.D.N.Y. Case No. 13-21103) on
July 15, 2013, in Rochester alongside a reorganization plan
already accepted by 96 percent of unsecured creditors' claims.

The Debtor disclosed assets of $18,561,028 and liabilities of
$36,248,526.  Four secured lenders with $21.8 million in claims
are to be paid in full under the plan.  Unsecured creditors --
chiefly noteholders with $14.5 million in claims -- will have a 7
percent recovery.

Judge Paul R. Warren presides over the case.  Curtiss Alan
Johnson, Esq., and David L. Rasmussen, Esq., at Davidson Fink,
LLP, in Rochester, N.Y., serve as the Debtor's counsel.  The
Debtor has tapped GAR Associates to appraise a selection of its
properties to support the Debtor's liquidation analysis.


D & L ENERGY: Wins Approval for $2-Mil. ITG Financing
-----------------------------------------------------
Judge Kay Woods entered an order authorizing D & L Energy, Inc.,
and Petroflow, Inc., to obtain postpetition secured financing of
up to $2.0 million from ITG Taxable Fund LLLP.

The DIP financing is critical to the Debtors' ability to
consummate a sale of substantially all assets.  The funding will
allow the Debtors to satisfy their current and ongoing operating
expenses, pay certain administrative costs, and pay certain costs
and incurred with respect to the sale and closing process.

The maturity date will be 23 months after the date of the initial
funding.  Interest rate will be 10% p.a.  Default interest will be
14% p.a.

The DIP lender is represented by:

         Melissa Macejko, Esq.
         SUHAR & MACEJKO, LLC
         29 E. Front St., 2nd Floor
         P.O. Box 1497
         Youngstown, OH 44501-1497
         Tel: (330) 744-9007
         Fax: (330) 744-5857
         E-mail: mmacejko@suharlaw.com

                        About D & L Energy

D & L Energy, Inc., based in Youngstown, Ohio, was formed by David
DeChristofaro, Ben Lupo, and James Beshara in 1986 to be a
conventional oil and gas well operator and producer, primarily
targeting oil and gas reserves in the Clinton Sandstone formation
throughout Northeast Ohio and Northwest Pennsylvania.  D&L
currently has three (3) shareholders, Ben Lupo (80.76%
shareholder), Susan Faith (15% shareholder), and Holly Serensky
Lupo (4.24% shareholder).  Nicholas C. Paparodis is the acting CEO
and President of D&L.  Kathy Kaniclides is the acting Secretary
and Treasurer of D&L.  Currently, Serensky Lupo is the sole
director of D&L.

Petroflow, Inc., is an Ohio corporation which is a wholly owned
subsidiary of D&L.  Originally intended to operate as the
"drilling arm" of D&L, Petroflow ceased all operations prior to
the filing of these bankruptcy matters.  Petroflow has no current
income, no bank accounts, and no employees.  Paparodis is the
president, CEO and sole director of Petroflow.

D&L and Petroflow filed for Chapter 11 bankruptcy (Bankr. N.D.
Ohio Lead Case No. 13-40813) on April 16, 2013.  Judge Kay Woods
oversees the case.

The Debtor disclosed in its amended schedules, $40,615,677 in
assets and $6,187,217 in liabilities as of the Chapter 11 filing.

Brian T. Angeloni, Esq., Kathryn A. Belfance, Esq., Steven
Heimberger, Esq., and Todd A. Mazzola, Esq., at Roderick Linton
Belfance, LLP, serve as the Debtors' counsel, and Walter
Haverfield, LLP, is the environmental counsel.  SS&G Parkland
Consulting, LLC, serves as financial advisor and investment
banker.

Sherri Lynn Dahl, Esq., and Peter R. Morrison, Esq., at Squire
Sanders (US) LLP, have been tapped as counsel to the official
committee of unsecured creditors.  BBP Partners LLC serves as the
panel's financial advisors.


D & L ENERGY: Wants Plan Filing Exclusivity Until Feb. 10
---------------------------------------------------------
D & L Energy, Inc., and Petroflow, Inc., ask the bankruptcy court
to extend their exclusive period to file a Chapter 11 plan until
Feb. 10, 2014, and the exclusive period to solicit acceptances of
that plan until April 11, 2014, without prejudice to their right
to seek further extensions.  This is the Debtors' second motion to
extend exclusivity.

Kathryn A. Belfance, Esq., at Roderick Linton Belfance LLP,
explains that the Debtors in September 2013 filed two motions
seeking approval to sell substantially all of its assets and
approving sale procedures with respect to the sale.  Since that
date, the Debtors have focused substantially all of its efforts
working diligently and expeditiously to market and ready its
assets for a sale in November 2013.

According to Ms. Belfance, one aspect of readying and preserving
the Debtors' assets for sale was reviewing each of the oil and gas
leases in order to file omnibus motions with respect to the leases
seeking a determination that said leases do not fall within the
scope of 11 U.S.C. Sec. 365, or alternatively, seeking to assume
the same prior to the deadline set forth in Sec. 365(d)(4).  Due
to the sheer volume of leases in which Debtor is lessee, the
effort of reviewing and categorizing each of the leases required a
significant amount of Debtors' resources.

The Debtors believe that the auction for substantially all of
assets will generate sufficient proceeds to satisfy its creditors
in full.  While the Debtors continue to work diligently and
expeditiously towards an orderly reorganization, they presently
require additional time to explore its restructuring alternatives.

                         Contingencies

Ms. Belfance also notes that "cause" exists to extend exclusivity
because the Debtors need additional time to resolve various
contingencies before it can finalize any viable plan.  The Debtors
require additional time to evaluate the proofs of claim that have
been timely filed, along with any claims or cure amounts that
arise while the Debtors attempt to assume, if necessary, any
contracts and unexpired leases, including oil and gas leases which
cover 5,200 parcels of real estate.

In light of the size and complexity of the Chapter 11 cases, the
discussions with the creditors committee, and the ongoing efforts
to quantify the Debtors' total liabilities, additional time is
needed for the Debtor to develop and negotiate a plan and to
prepare a disclosure statement, Ms. Belfance tells the Court.

                        About D & L Energy

D & L Energy, Inc., based in Youngstown, Ohio, was formed by David
DeChristofaro, Ben Lupo, and James Beshara in 1986 to be a
conventional oil and gas well operator and producer, primarily
targeting oil and gas reserves in the Clinton Sandstone formation
throughout Northeast Ohio and Northwest Pennsylvania.  D&L
currently has three (3) shareholders, Ben Lupo (80.76%
shareholder), Susan Faith (15% shareholder), and Holly Serensky
Lupo (4.24% shareholder).  Nicholas C. Paparodis is the acting CEO
and President of D&L.  Kathy Kaniclides is the acting Secretary
and Treasurer of D&L.  Currently, Serensky Lupo is the sole
director of D&L.

Petroflow, Inc., is an Ohio corporation which is a wholly owned
subsidiary of D&L.  Originally intended to operate as the
"drilling arm" of D&L, Petroflow ceased all operations prior to
the filing of these bankruptcy matters.  Petroflow has no current
income, no bank accounts, and no employees.  Paparodis is the
president, CEO and sole director of Petroflow.

D&L and Petroflow filed for Chapter 11 bankruptcy (Bankr. N.D.
Ohio Lead Case No. 13-40813) on April 16, 2013.  Judge Kay Woods
oversees the case.

The Debtor disclosed in its amended schedules, $40,615,677 in
assets and $6,187,217 in liabilities as of the Chapter 11 filing.

Brian T. Angeloni, Esq., Kathryn A. Belfance, Esq., Steven
Heimberger, Esq., and Todd A. Mazzola, Esq., at Roderick Linton
Belfance, LLP, serve as the Debtors' counsel, and Walter
Haverfield, LLP, is the environmental counsel.  SS&G Parkland
Consulting, LLC, serves as financial advisor and investment
banker.

Sherri Lynn Dahl, Esq., and Peter R. Morrison, Esq., at Squire
Sanders (US) LLP, have been tapped as counsel to the official
committee of unsecured creditors.  BBP Partners LLC serves as the
panel's financial advisors.


D & L ENERGY: Resource Land's $20.4MM Offer Wins Auction
--------------------------------------------------------
D & L Energy, Inc., conducted an auction for substantially all
assets last month, and Resource Land Holdings emerged the winning
bidder, according to a court filing by the Debtor's partner in a
joint venture for the drilling and operation of gas wells in
Pennsylvania and Ohio.

Atlas Resources, LLC, party to a joint venture agreement signed
with the Debtor in January 2005, says Resource Land had agreed to
purchase all of the assets of the Debtors, except for Disposal
Well No. 4, for $20.4 million.

Atlas said in the Nov. 18 filing that D&L has not made any public
filings or announcements in connection with the sale to Resource
and has not circulated the proposed APA or the related schedules.
As a result, Atlas still cannot confirm what assets Resource is
acquiring, including but not limited to the Atlas Wells.

Assuming Resource is acquiring the Atlas Wells, Atlas does not
intend to exercise its right of first refusal or its right to
assume operations of the Atlas Wells at this time.

Atlas filed a limited objection to the proposed sale as a
precaution, and to confirm, among other things, that the JV
agreement, and Atlas' working interests are not adversely affected
by the sale.

According to Atlas, the auction for the assets was held last
month.  Qualified bids were due on Nov. 1, 2013.  Despite never
announcing how many qualified bids had been received, on Nov. 13,
the Debtor attempted to hold an auction.  The auction was
continued until Nov. 16 because at 4:40 p.m. on the afternoon Nov.
13, the Debtor announced that it had a new bidder and needed
additional time to negotiate with the new bidder.

Atlas is represented by:

         Christopher B. Wick, Esq.
         Rocco I. Debitetto, Esq.
         Emily W. Ladky, Esq.
         HAHN LOESER & PARKS, LLP
         200 Public Square, Suite 2800
         Cleveland, OH 44114
         Tel: (216) 621-0150
         Fax: (216) 241-2824
         E-mail: cwick@hahnlaw.com
                 ridebitetto@hahnlaw.com
                 eladky@hahnlaw.com

                       Landowner's Objection

Oscar Sterle, M.D., a land owner in Trumbull County who has a
lease with D&L, filed a limited objection to alert any potential
purchaser to his interest and his pending motion for relief from
stay.  Sterle is asking the bankruptcy court for relief from stay
to allow him to proceed in a lawsuit seeking a declaratory
judgment that the lease entered into with the Debtor was null and
void.  Sterle wants the lease excluded from the sale.

                        About D & L Energy

D & L Energy, Inc., based in Youngstown, Ohio, was formed by David
DeChristofaro, Ben Lupo, and James Beshara in 1986 to be a
conventional oil and gas well operator and producer, primarily
targeting oil and gas reserves in the Clinton Sandstone formation
throughout Northeast Ohio and Northwest Pennsylvania.  D&L
currently has three (3) shareholders, Ben Lupo (80.76%
shareholder), Susan Faith (15% shareholder), and Holly Serensky
Lupo (4.24% shareholder).  Nicholas C. Paparodis is the acting CEO
and President of D&L.  Kathy Kaniclides is the acting Secretary
and Treasurer of D&L.  Currently, Serensky Lupo is the sole
director of D&L.

Petroflow, Inc., is an Ohio corporation which is a wholly owned
subsidiary of D&L.  Originally intended to operate as the
"drilling arm" of D&L, Petroflow ceased all operations prior to
the filing of these bankruptcy matters.  Petroflow has no current
income, no bank accounts, and no employees.  Paparodis is the
president, CEO and sole director of Petroflow.

D&L and Petroflow filed for Chapter 11 bankruptcy (Bankr. N.D.
Ohio Lead Case No. 13-40813) on April 16, 2013.  Judge Kay Woods
oversees the case.

The Debtor disclosed in its amended schedules, $40,615,677 in
assets and $6,187,217 in liabilities as of the Chapter 11 filing.

Brian T. Angeloni, Esq., Kathryn A. Belfance, Esq., Steven
Heimberger, Esq., and Todd A. Mazzola, Esq., at Roderick Linton
Belfance, LLP, serve as the Debtors' counsel, and Walter
Haverfield, LLP, is the environmental counsel.  SS&G Parkland
Consulting, LLC, serves as financial advisor and investment
banker.

Sherri Lynn Dahl, Esq., and Peter R. Morrison, Esq., at Squire
Sanders (US) LLP, have been tapped as counsel to the official
committee of unsecured creditors.  BBP Partners LLC serves as the
panel's financial advisors.


DETROIT, MI: Multiple Objections to Postpetition Financing Filed
----------------------------------------------------------------
BankruptcyData reported that multiple parties -- including Syncora
Guarantee, the Center for Community Justice and Advocacy, the
General Retirement System of the City of Detroit, the Police and
Fire Retirement System of the City of Detroit and National Public
Finance Guarantee -- filed with the U.S. Bankruptcy Court separate
objections to the City of Detroit's motion for a final order (I)
approving post-petition financing, (II) granting liens and
providing super-priority claim status and (III) modifying the
automatic stay.

National Public Finance Guarantee explains, "National is a
municipal bond insurer and a creditor and party in interest in
this chapter 9 proceeding. In particular, National has insured
several bonds totaling approximately $2.4 billion issued by the
City of Detroit (the 'City') and City authorities, including
unlimited tax general obligation bonds, water supply system bonds,
and sewage disposal system bonds. These bonds represent long-term
obligations of the City. With this significant stake in Detroit's
success, National has a strong financial interest in seeing the
City stabilize and thrive. National files this Objection primarily
to address two (2) concerns: (i) the City should be transparent in
terms of how it spends the Quality of Life Bonds proceeds (at the
City's proposed pace of $20 million per month) to enable Detroit's
stakeholders to determine whether or not the borrowed funds are
being used on essential City services; and (ii) if the Court
approves the Postpetition Financing, the Proposed Order should
clarify that any section 364(c)3 superpriority claim granted in
favor of the Purchaser, Indenture Trustee or Bondholders shall not
be satisfied or payable from the proceeds (the 'Restricted Funds')
of ad valorem taxes levied or pledged specifically to secure
repayment of the unlimited tax general obligation bonds
(collectively, the 'Unlimited Tax Bonds'), pending resolution of
the issues raised in the Adversary Proceeding....The Financing
Motion should be denied unless the concerns regarding reporting,
and the clarification related to the Restricted Funds raised by
this Objection are resolved."

                 About City of Detroit, Michigan

The City of Detroit, Michigan, weighed down by more than
$18 billion in accrued obligations, sought municipal bankruptcy
protection on July 18, 2013, by filing a voluntary Chapter 9
petition (Bankr. E.D. Mich. Case No. 13-53846).  Detroit listed
more than $1 billion in both assets and debts.

Kevyn Orr, who was appointed in March 2013 as Detroit's emergency
manager, signed the petition.  Detroit is represented by
lawyers at Jones Day and Miller Canfield Paddock and Stone PLC.

Michigan Governor Rick Snyder authorized the bankruptcy filing.

The filing makes Detroit the largest American city to seek
bankruptcy, in terms of population and the size of the debts and
liabilities involved.

The City's $18 billion in debt includes $5.85 billion in special
revenue obligations, $6.4 billion in post-employment benefits,
$3.5 billion for underfunded pensions, $1.13 billion on secured
and unsecured general obligations, and $1.43 billion on pension-
related debt, according to a court filing.  Debt service consumes
42.5 percent of revenue.  The city has 100,000 creditors and
20,000 retirees.

Detroit is represented by David G. Heiman, Esq., and Heather
Lennox, Esq., at Jones Day, in Cleveland, Ohio; Bruce Bennett,
Esq., at Jones Day, in Los Angeles, California; and Jonathan S.
Green, Esq., and Stephen S. LaPlante, Esq., at Miller Canfield
Paddock and Stone PLC, in Detroit, Michigan.

Sharon Levine, Esq., at Lowenstein Sandler LLP, is representing
the American Federation of State, County and Municipal Employees
and the International Union.

Babette Ceccotti, Esq., at Cohen, Weiss & Simon LLP, is
representing the United Automobile, Aerospace and Agricultural
Implement Workers of America.

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


DETROIT, MI: Lighting Ruling Put Off Amid Possible Atty. Conflict
-----------------------------------------------------------------
Reuters reported that the judge overseeing Detroit's bankruptcy
case postponed deciding whether the city can redirect utility tax
revenue to help fix its broken street lights, citing a potential
conflict of interest among attorneys representing the city's
Public Lighting Authority.

According to the report, law firm Miller Canfield represents the
lighting authority, but also represents Detroit in other matters
in the city's bankruptcy proceedings.

U.S. Bankruptcy Judge Steven Rhodes asked attorneys from all
parties involved to submit briefs by December 4 to address the
potential conflict of interest and whether Miller Canfield should
be disqualified from representing the Public Lighting Authority,
the report related. He said he will subsequently issue a written
ruling.

The potential conflict came to light when attorney Jonathan Green,
a lawyer for Miller Canfield who represented the lighting
authority in proceedings before Judge Rhodes, introduced himself
in court, the report said.

"It was most unfortunate that this issue came to the court's
attention in the way that it did because it's going to result in
an unnecessary delay," Judge Rhodes said, the report cited.

                 About City of Detroit, Michigan

The City of Detroit, Michigan, weighed down by more than
$18 billion in accrued obligations, sought municipal bankruptcy
protection on July 18, 2013, by filing a voluntary Chapter 9
petition (Bankr. E.D. Mich. Case No. 13-53846).  Detroit listed
more than $1 billion in both assets and debts.

Kevyn Orr, who was appointed in March 2013 as Detroit's emergency
manager, signed the petition.  Detroit is represented by
lawyers at Jones Day and Miller Canfield Paddock and Stone PLC.

Michigan Governor Rick Snyder authorized the bankruptcy filing.

The filing makes Detroit the largest American city to seek
bankruptcy, in terms of population and the size of the debts and
liabilities involved.

The City's $18 billion in debt includes $5.85 billion in special
revenue obligations, $6.4 billion in post-employment benefits,
$3.5 billion for underfunded pensions, $1.13 billion on secured
and unsecured general obligations, and $1.43 billion on pension-
related debt, according to a court filing.  Debt service consumes
42.5 percent of revenue.  The city has 100,000 creditors and
20,000 retirees.

Detroit is represented by David G. Heiman, Esq., and Heather
Lennox, Esq., at Jones Day, in Cleveland, Ohio; Bruce Bennett,
Esq., at Jones Day, in Los Angeles, California; and Jonathan S.
Green, Esq., and Stephen S. LaPlante, Esq., at Miller Canfield
Paddock and Stone PLC, in Detroit, Michigan.

Sharon Levine, Esq., at Lowenstein Sandler LLP, is representing
the American Federation of State, County and Municipal Employees
and the International Union.

Babette Ceccotti, Esq., at Cohen, Weiss & Simon LLP, is
representing the United Automobile, Aerospace and Agricultural
Implement Workers of America.

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


DEWEY STRIP: Has Until Jan. 6 to Propose Chapter 11 Plan
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended
Dewey Strip Holdings, LLC, et al.'s exclusive periods to file a
chapter 11 plan until Jan. 6, 2014, and solicit acceptances for
the Plan until March 7.

As reported in the Troubled Company Reporter on Oct. 24, 2013,
according to the Debtors, the "modest" extension of the exclusive
periods will afford them and their stakeholders an adequate
"runway" to follow through on the plan process in the event that
any course corrections are warranted, without the risk of the
substantial additional costs and disruption that could follow an
expiration of either of the exclusive periods.

The Debtors also told the Court there are unresolved contingencies
during their initial exclusive periods that they continue to work
to resolve, including through the proposed Plan.

As reported in the TCR on Sept. 25, 2013, the Debtors filed with
the Bankruptcy Court on Sept. 10, 2013, a joint plan of
reorganization and accompanying disclosure statement.

On the Confirmation Date, Manchester Leasing Inc. will make a cash
capital contribution to each Reorganized Debtor in an amount
sufficient to pay in full all unclassified claims (administrative
and priority claims).

The Plan classifies five claim classes -- Class 1 Senior Secured
Claim of Senior Secured Lenders; Class 2 Junior Lien Claim of
Junior Lienholders; Class 3 General Unsecured Claims; Class 4
Unsecured Affiliate Claims of each of the Debtors; and Class 5
Equity Interest Holders.

Holders of Class 2 through 5 Claims will receive no distribution
under the Plan.  Only the Class 2 Secured Lenders Claim will be
entitled to vote on the Plan.  As of the Petition Date, the Senior
Secured Lenders have a $215,000,000 claim against the Debtors.

The Plan was signed by Martin H. Walrath, IV.  A full-text copy of
the Disclosure Statement dated Sept. 9, 2013 is available for free
at http://bankrupt.com/misc/DEWEYSTRIP_DSSept9.PDF

                      About Dewey Strip

Las Vegas, Nevada-based Dewey Strip Holdings LLC and Las Vegas
North Strip Holdings Syndications Group LLC sought Chapter 11
protection (Bankr. D. Del. Case Nos. 13-11479 and 13-11480) on
June 7, 2013, in Delaware, without stating a reason.

Each debtor, a Single Asset Real Estate as defined in 11 U.S.C.
Sec. 101(51B), estimated at least $10 million in assets and at
least $100 million in liabilities.  In its schedules, Dewey Strip
Holdings disclosed $35,000,000 and $243,573,461 in liabilities as
of the Petition Date.

The petitions were signed by Martin H. Walrath, IV, vice-president
of International Property Syndications, Ltd., as manager and sole
member.

Neal L. Wolf, Esq., Mohsin N. Khambati, Esq., John A. Benson, Jr.,
Esq., Michael R. Wanser, Esq. and Sandy Holstrom, Esq. of Neal
Wolf & Associates, LLC, act as bankrupty counsel to the Debtors.
Steven K. Kortanek, Esq., Thomas M. Horan, Esq., and Ericka F.
Johnson, Esq., at Womble Carlyle Sandridge & Rice, LLP, serve as
co-counsel.


DIRK M MAYBERRY: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Dirk M Mayberry Inc.
        9616 Gravelly Lake Dr
        Lakewood, WA 98499

Case No.: 13-47409

Chapter 11 Petition Date: December 1, 2013

Court: United States Bankruptcy Court
       Western District of Washington (Tacoma)

Judge: Hon. Paul B. Snyder

Debtor's Counsel: Jason E Anderson, Esq.
                  LAW OFFICE OF JASON E ANDERSON
                  8015 15th Ave NW Ste 5
                  Seattle, WA 98117
                  Tel: 206-706-2882
                  Email: jason@jasonandersonlaw.com


Total Assets: $1.24 million

Total Liabilities: $1.17 million

The petition was signed by Dirk M Mayberry, president.

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


DUMA ENERGY: Director Jeremy Driver Resigns
-------------------------------------------
The board of directors of Duma Energy Corp. accepted the
resignation of Jeremy G. Driver as director effective on Nov. 22,
2013.  Mr. Driver continues to serve as the Company's vice-
president of acquisitions.

Effective on Nov. 25, 2013, the board of directors of Duma Energy
Corp. accepted the resignation of Sarah Berel-Harrop as secretary.
Ms. Berel-Harrop continues to serve as the Company's treasurer,
chief financial officer and chief accounting officer.

Effective on Nov. 25, 2013, the board of directors of Duma Energy
Corp. appointed Joel Seidner as secretary and chief legal officer,
both non-executive officer positions.

As a result of the above-referenced resignation and appointment,
the Company's current directors and Executive Officers are as
follows:

  Name                     Position
  ----                           --------
Pasquale V. Scatturo Chief Executive Officer and a director
Charles F. Dommer President
Kent P. Watts       Chairman and a director
S. Chris Herndon       Director
Sarah Berel-Harrop Treasurer and Chief Financial Officer

                         About Duma Energy

Corpus Christi, Tex.-based Duma Energy Corp. --
http://www.duma.com/-- formerly Strategic American Oil
Corporation, is a growth stage oil and natural gas exploration and
production company with operations in Texas, Louisiana, and
Illinois.  The Company's team of geologists, engineers, and
executives leverage 3D seismic data and other proven exploration
and production technologies to locate and produce oil and natural
gas in new and underexplored areas.

Duma Energy incurred a net loss of $40.47 million on $7.07 million
of revenues for the year ended July 31, 2013, as compared with a
net loss of $4.57 million on $7.16 million of revenues during the
prior year.  As of July 31, 2013, the Company had $26.27 million
in total assets, $16.91 million in total liabilities and $9.36
million in total stockholders' equity.


EDENOR SA: General Extraordinary Meeting Set on December 20
-----------------------------------------------------------
EDENOR S.A. delivered to the U.S. Securities and Exchange
Commission: (i) Board of Directors? Meeting's Minutes dated
Nov. 20, 2013, resolving to call a General Extraordinary
Shareholders' Meeting to be held on Friday Dec. 20, 2013, at 11:30
AM, at Ortiz de Ocampo 3302, Building 4, Ground Floor, City of
Buenos Aires; and (ii) copy of the Call to Meeting.  A full-text
copy of the Minutes is available for free at http://is.gd/swZUp4

                         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 Sept. 30, 2013, showed ARS 7.72
billion in total assets, ARS 6.50 billion in total liabilities and
ARS 1.21 billion in total equity.


ELBIT IMAGING: Unsecured Creditors OK Refinancing Agreement
-----------------------------------------------------------
Elbit Imaging Ltd. announced the results of the meeting of the
Company's unsecured financial creditors that voted on the general
terms of agreement to be entered into with Bank Hapoalim B.M.

The adjusted plan of arrangement which was approved by creditors
representing approximately 97 percent of the unsecured financial
debt of the Company includes, among other things, a condition
precedent that an understanding, approved by holders holding more
than 50 percent of the aggregate voting power participating in a
meeting of the unsecured financial creditors (excluding
abstentions), will be reached between the Company and the Bank.

At the Meeting, unsecured financial creditors holding
approximately 70.6 percent of the aggregate voting power that have
participated in the Meeting, voted in favor of the Proposed
Refinancing and accordingly the approvals or consents of the
unsecured financial creditors as required for the fulfillment of
the Condition Precedent have been obtained.

The Arrangement remains subject to the approval of the Court and
some other conditions.

                         About Elbit Imaging

Tel-Aviv, Israel-based Elbit Imaging Ltd. (TASE, NASDAQ: EMITF)
hold investments in real estate and medical companies.  The
Company, through its subsidiaries, also develops shopping and
entertainment centers in Central Europe and invests in and manages
hotels.

Elbit Imaging disclosed a loss of NIS455.50 million on NIS671.08
million of total revenues for the year ended Dec. 31, 2012, as
compared with a loss of NIS247.02 million on NIS586.90 million of
total revenues for the year ended Dec. 31, 2011.

Brightman Almagor Zohar & Co., in Tel-Aviv, Israel, expressed
substantial doubt about Elbit Imaging's ability to continue as a
going concern following the financial results for the year ended
Dec. 31, 2012.

The Certified Public Accountants noted that in the period
commencing Feb. 1, 2013, through Feb. 1, 2014, the Company is to
repay its debenture holders NIS 599 million (principal and
interest).  "Said amount includes NIS 82 million originally
payable on Feb. 21, 2013, that its repayment was suspended
following a resolution of the Company's Board of Directors.  The
Company's Board also resolved to suspend any interest payments
relating to all the Company's debentures.  In addition, as of
Dec. 31, 2012, the Company failed to comply with certain financial
covenants relating to bank loans in the total amount as of such
date of NIS 290 million.

As of June 30, 2013, the Company had NIS5.80 billion in total
assets, NIS5.19 billion in total liabilities and NIS613.57 million
in shareholders' equity.

Since February 2013, Elbit has intensively endeavoured to come to
an arrangement with its creditors.  Elbit has said it has been
hanging by a thread for more than five months.  It has encountered
cash flow difficulties and this burdens its day to day activities,
and it certainly cannot make the necessary investments to improve
its assets. In light of the arrangement proceedings, and according
to the demands of most of the bondholders, as well as an agreement
that was signed on March 19, 2013, between Elbit and the Trustees
of six out of eight series of bonds, Elbit is prohibited, inter
alia, from paying off its debts to the financial creditors -- and
as a result a petition to liquidate Elbit was filed, and Bank
Hapoalim has declared its debts immediately payable, threatening
to realize pledges that were given to the Bank on material assets
of the Company -- and Elbit undertook not to sell material assets
of the Company and not to perform any transaction that is not
during its ordinary course of business without giving an advance
notice to the trustees.

Accountant Rony Elroy has been appointed as expert for examining
the debt arrangement in the Company.

In July 2013, Elbit Imaging's controlling shareholders, Europe-
Israel MMS Ltd. and Mr. Mordechay Zisser, notified the Company
that the Tel Aviv District Court has appointed Adv. Giroa Erdinast
as a receiver with regards to the ordinary shares of the Company
held by Europe Israel securing Europe Israel's obligations under
its loan agreement with Bank Hapoalim B.M.  The judgment stated
that the Receiver is not authorized to sell the Company's shares
at this stage.  Following a request of Europe-Israel, the Court
also delayed any action to be taken with regards to the sale of
those shares for a period of 60 days.  Europe Israel and Mr.
Zisser have also notified the Company that they utterly reject the
Bank's claims and intend to appeal the Court's ruling.


ELCOM HOTEL: Deal Pegs Residential Association's Claim at $5MM
--------------------------------------------------------------
Collins Ave. Residential Condominium Association, Inc., notified
the U.S. Bankruptcy Court for the Southern District of Florida
that as a result of the communications between Elcom Hotel & Spa,
LLC, and Elcom Condominium, LLC, and Residential Association,
reached a stipulation for the purposes of claims estimation only.

The parties have agreed that the Residential Association's proof
of claim will be deemed to be $5 million for plan voting purposes.

In this relation, the hearing scheduled for the Residential
Association's motion to estimate claim will not be held, and the
issue with respect to the estimation of the Residential
Association's proof of claim is now moot.

                        About Elcom Hotel

Elcom Hotel & Spa LLC and Elcom Condominium LLC sought Chapter 11
protection (Bankr. S.D. Fla. Case Nos. 13-10029 and 13-10031) on
Jan. 2, 2013, with plans to sell their hotel and condominium
property.

Elcom Condominium owns nine of the hotel condominium units at the
One Bal Harbor Resort & Spa.  The resort is located on five acres
of land in Bal Harbor, Florida.  The building and improvements
consist of 185 luxury residential condominium units and 124 hotel
condominium units.  Elcom Hotel owns the hotel lot.

Elcom Hotel disclosed $10,378,304 in assets and $20,010,226 in
liabilities as of the Chapter 11 filing.  The Debtor owes OBH
Funding, LLC, $1.8 million on a mortgage and F9 Properties, LLC,
formerly known as ANO, LLC, $9 million on a mezzanine loan secured
by a lien on the ownership interests in the project's owner.  OBH
Funding and ANO are owned by Thomas D. Sullivan, the manager of
the Debtors.

Corali Lopexz-Castro, Esq., of Kozyak Tropin & Throckmorton, P.A.,
represent the Debtors as bankruptcy counsel.  Duane Morris LLP is
the special litigation, real estate, and hospitality counsel.
Algon Capital, LLC, d/b/a Algon Group's Troy Taylor is the
Debtors' chief restructuring officer.  Barry E. Mukamal and
Marcum, LLP serve as accountants and financial advisors.  The
Barthet Firm is the special litigation collections counsel.

Elcom Hotel & Spa, LLC, and Elcom Condominium, LLC, late last week
submitted a revised disclosure statement filed in conjunction with
its proposed liquidating plan. The revised disclosure statement
indicates that unsecured creditors are still divided into two
classes under the Plan.  The Plan contemplates that holders of
general unsecured claims (expected to total $14 million to $79.1
million) will have a recovery of 0% to 18%, which will be funded
from the pro rata distribution of "net free cash" and proceeds of
causes of action and remaining assets.  Holders of general
unsecured vendor claims (estimated at $500,000 to $971,000) --
those vendors who have unsecured claims who agree to continue do
business with the Debtors -- will have a recovery of 50%, which
will be funded from the 50% distribution from "net free cash."


ELITE PHARMACEUTICALS: Chairman Converts Loan to Unsecured Note
---------------------------------------------------------------
Jerry Treppel, Elite's Chairman of the Board, has elected to
convert the outstanding principal amount owed as part of the
$1 million Treppel Credit Line to an unsecured convertible note.
The Treppel Credit Line remains in effect and is available, in
full, through July 2014, the remaining term of the credit line.

Pursuant to the terms of the Treppel Credit Line, all unpaid
principal amounts carried an interest rate of 10 percent, and
required payment in full on or before July 31, 2014.  The current
principal amount of $600,000 due under the Treppel Credit Line has
now been converted to an interest free, convertible note, which
matures in November 2016.  The convertible note can be paid via
the issuance of common stock in lieu of cash, at the option of Mr.
Treppel and in accordance with the Note.

Mr. Treppel stated that, "Elite is now in the best financial,
operational, and product development position in its history.
Elite is only days away from the beginning of its first human
clinical trial on its twice daily oxycodone/naltrexone product.  I
welcome the opportunity to substantially increase my equity
position in the company."

                     About Elite Pharmaceuticals

Northvale, New Jersey-based Elite Pharmaceuticals, Inc., is a
specialty pharmaceutical company principally engaged in the
development and manufacture of oral, controlled-release products,
using proprietary technology and the development and manufacture
of generic pharmaceuticals.  The Company has one product,
Phentermine 37.5mg tablets, currently being sold commercially.

Elite Pharmaceuticals reported net income attributable to common
shareholders of $1.48 million on $3.40 million of total revenues
for the year ended March 31, 2013, as compared with a net loss
attributable to common shareholders of $15.05 million on $2.42
million of total revenues for the year ended March 31, 2012.

Demetrius Berkower LLC, in Wayne, New Jersey, issued a "going
concern" qualification on the consolidated financial statements
for the year ended March 31, 2013.  The independent auditors noted
that the Company has experienced significant losses resulting in a
working capital deficiency and shareholders' deficit.  These
conditions raise substantial doubt about its ability to continue
as a going concern.

The Company's balance sheet at Sept. 30, 2013, showed $17.41
million in total assets, $23.26 million in total liabilities and a
$5.85 million total stockholders' deficit.


ENERGY FUTURE: In Talks for Pre-Packaged Restructuring Deal
-----------------------------------------------------------
Energy Future Holdings Corp., Energy Future Competitive Holdings
Company LLC, Texas Competitive Electric Holdings Company LLC, and
Energy Future Intermediate Holding Company LLC executed
confidentiality agreements in September and October 2013 with
certain unaffiliated holders of first lien senior secured claims
against EFCH, TCEH and certain of TCEH's subsidiaries, certain
unaffiliated holders of unsecured claims against EFIH, a
significant unaffiliated holder of claims against TCEH, EFCH, EFIH
and EFH Corp. and an unaffiliated holder of first lien claims
against EFIH, to facilitate discussions with the Creditors
concerning the Companies' potential restructuring.  Pursuant to
certain of the Confidentiality Agreements, on Oct. 15, 2013, the
Companies publicly disclosed that they and certain of the
Creditors had engaged in discussions concerning the Companies'
capital structure, as well as certain confidential information
concerning the Companies that the Companies had provided to those
Creditors.

Since Oct. 15, 2013, from time to time, certain of the Creditors
have continued to engage in negotiations with the Companies with
respect to the Restructuring.  Pursuant to the Confidentiality
Agreements, the Companies agreed to disclose publicly after a
specified period if certain conditions were met that the Companies
and the Creditors have engaged in discussions concerning the
Companies' capital structure, information regarding those
discussions and certain confidential information concerning the
Companies that the Companies have provided to the Creditors.

Discussions with Creditors

Following execution of certain of the Confidentiality Agreements
and as previously disclosed, in September 2013, the Companies,
principals of EFH Corp.'s existing equity holders and certain of
the Creditors engaged in discussions with respect to the
Companies' capital structure, including the possibility of a
consensual, pre-packaged restructuring transaction.  Following the
disclosure on Oct. 15, 2013, the Companies and the Equity Holders
continued to engage in discussions with various Creditors from
time to time.

During these continued discussions, the Companies shared with the
Creditors prospective financial information.  In addition, during
discussions regarding the Restructuring, the Companies created a
proposal to, among other things, facilitate dialogue and consensus
among the parties.

In discussions among certain Creditors and the Equity Holders, the
Equity Holders proposed that they would retain 4 percent of EFH
Corp.'s common equity interests under the Companies' Proposal
after implementation of the Restructuring, with first lien senior
secured creditors of TCEH receiving, among other things, the
remaining 96 percent of EFH Corp.'s common equity interests.

In addition, the Companies had various discussions with the EFIH
First Lien Creditor and its advisors with respect to refinancing
the first lien claims against EFIH.  However, these discussions
did not result in a consensus on the terms of that refinancing
that was within the range of the refinancing terms for those
claims contained in any of the Proposals.

The Companies' objectives in these discussions were to promote a
sustainable capital structure and maximize enterprise value by,
among other things, encouraging agreement on a restructuring plan
that would minimize time spent in a restructuring through a
proactive and organized solution; minimizing any potential adverse
tax impacts of a restructuring; maintaining the Companies in one
consolidated group; maintaining focus on operating EFH Corp.'s
businesses; and maintaining the Companies' high-performing work
force.  The Companies, the Equity Holders and the Creditors have
not reached agreement on the terms of any change in the Companies?
capital structure.

To effect a Restructuring, the Companies' Proposal and the TCEH
Creditor Proposal contemplated that some combination of EFH Corp.
and certain of its subsidiaries and Oncor Electric Delivery
Company LLC would implement a plan of reorganization by commencing
one or more voluntary cases under Chapter 11 of the United States
Bankruptcy Code, and the EFIH Unsecured Creditor Proposal
contemplated that EFIH (excluding Oncor Holdings and Oncor) would
implement a plan of reorganization by commencing a stand-alone
voluntary case under the Code.  The Companies' Proposal and the
TCEH Creditor Proposal would have resulted in a pre-negotiated
restructuring of EFCH's approximately $32.2 billion principal
amount of debt, EFH Corp.'s approximately $650 million principal
amount of debt and EFIH's approximately $7.6 billion principal
amount of debt (each as of Sept. 30, 2013 and excluding debt held
by affiliates).  The confirmation of any plans of reorganization
in such cases would be subject to applicable regulatory approvals.
The Companies' Proposal and the TCEH Creditor Proposal further
contemplated that after the Restructuring EFH Corp. would continue
to hold all of the equity interests in EFCH and EFIH; EFCH would
continue to hold all of the equity interests in TCEH; and EFIH
would continue to hold all of the equity interests in Oncor
Holdings.  The EFIH Unsecured Creditor Proposal contemplated that
after the Restructuring certain creditors of EFIH would own a
substantial majority of, and certain creditors of EFH Corp. and
the Equity Holders would collectively own a minority of, the
equity interests in EFIH.

The Companies also disclosed to the TCEH Creditors that they have
negotiated for commitments from certain third-party financial
institutions to provide, in the event EFCH, TCEH and certain of
TCEH's subsidiaries were to file for protection under the Code, up
to $3.6 billion of senior secured debtor-in-possession loans, with
an additional uncommitted facility of up to $750 million.  The
Proposed TCEH DIP Loan would, among other things, (i) be secured
by a priming first priority lien on and security interest in
substantially all of the assets of EFCH, TCEH and certain of
TCEH?s subsidiaries (subject to certain exceptions), (ii) mature
within twenty-four months (subject to extension by six months if
certain conditions were satisfied) and (iii) include other terms
and conditions customary for debtor-in-possession loans.

The Companies are not currently engaged in ongoing negotiations
with the principals of any of the Creditors.  Although the
Creditors are not currently engaged in ongoing negotiations with
the Companies, certain of the Creditors have directed their
advisors to continue to work with the Companies and their advisors
to explore further whether the parties can reach an agreement on
the terms of a consensual restructuring.

Copies of the proposals are available for free at:

(a) Companies' Proposal

    http://is.gd/ETDomH

(b) EFIH Unsecured Creditor Proposal

    http://is.gd/vscmrW

(c) Significant Creditor Proposal

    http://is.gd/hKjhH3

(d) TCEH Creditor Proposal

    http://is.gd/5wtbDq

            About Energy Future Holdings, fka TXU Corp.

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

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

                Restructuring Talks With Creditors

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

Energy Future has retained Kirkland & Ellis LLP and Evercore
Partners to advise the Companies with respect to the potential
changes to the Companies' capital structure and to assist in the
evaluation and implementation of other potential restructuring
options.

The Creditors have retained Paul, Weiss, Rifkind, Wharton &
Garrison LLP and Millstein & Co., L.P. to advise the Creditors and
to assist in the Creditors' evaluation of potential restructuring
options involving the Companies.

According to a Wall Street Journal report, people familiar with
the matter said Apollo Global Management LLC, Oaktree Capital
Management, Centerbridge Partners and GSO Capital Partners, the
credit arm of buyout firm Blackstone Group LP, all hold large
chunks of Energy Future's senior debt.  Many of these firms belong
to a group being advised by Jim Millstein, a restructuring expert
who helped the U.S. government revamp American International Group
Inc.  The Journal said Apollo enlisted investment bank Moelis &
Co. for additional advice to ensure it gets as much attention as
possible on the case given its large debt holdings.


EWGS INTERMEDIARY: Dec. 2 Meeting of Creditors
----------------------------------------------
The U.S. Trustee for Region Three was slated to convene a meeting
of creditors on Dec. 2, 2013, at 3:00 p.m., in the Chapter 11
cases of EWGS INTERMEDIARY, LLC, et al.  The meeting was to be
held at the J. Caleb Boggs Federal Building, 844 King Street, Room
5209, Wilmington, Delaware.

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.


EXCEL MARITIME: Has Access to Cash Collateral Thru February 2014
----------------------------------------------------------------
The Hon. Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York signed off on a stipulation and
consent order authorizing Excel Maritime Carriers, Ltd., et al.'s
continued use of cash collateral until Feb. 14, 2014, subject to
earlier termination.

The Court previously entered a final order that authorized the
Debtors' use of cash collateral until Nov. 29, 2013, unless
extended by further order.

The stipulation was entered among the Debtors, Wilmington Trust
(London), Ltd., as Administrative Agent, under the Debtors' Senior
Secured Credit Facility, and the steering committee of lenders
under the Senior Secured Credit Facility.

As adequate protection from any diminution in value of the
lender's collateral, the Debtors will grant the lender replacement
lien on prepetition collateral, subject to carve out on certain
expenses.

As additional adequate protection, the Debtors will pay to the
Agent an amount equal to the interest payment calculated at the
contractual non-default rate provided in the Syndicate Credit
Facility as and when those payments would be due under the
Syndicate Credit Facility; provided, however, the Agent and the
Lenders reserve the right to seek to have such payments calculated
at the contractual default rate provided in the Syndicate Credit
Facility.

The Agent on behalf of and at the direction of the Lenders,
subject to the terms of the Syndicate Credit Facility, will have
the right to credit bid to the extent provided under section
363(k) of the Bankruptcy Code, all of the Lenders' allowed secured
claims in connection with a sale of the Debtors' assets securing
such claims under section 363 of the Bankruptcy Code or a sale of
such assets under a plan of reorganization.

                       About Excel Maritime

Based in Athens, Greece, Excel Maritime Carriers Ltd. --
http://www.excelmaritime.com/-- is an owner and operator of dry
bulk carriers and a provider of worldwide seaborne transportation
services for dry bulk cargoes, such as iron ore, coal and grains,
as well as bauxite, fertilizers and steel products.  Excel owns a
fleet of 40 vessels and, together with 7 Panamax vessels under
bareboat charters, operates 47 vessels (5 Capesize, 14 Kamsarmax,
21 Panamax, 2 Supramax and 5 Handymax vessels) with a total
carrying capacity of approximately 3.9 million DWT.  Excel Class A
common shares have been listed since Sept. 15, 2005, on the New
York Stock Exchange (NYSE) under the symbol EXM and, prior to that
date, were listed on the American Stock Exchange (AMEX) since
1998.

The company blamed financial problems on low charter rates.

The balance sheet for December 2011 had assets of $2.72 billion
and liabilities totaling $1.16 billion.  Excel owes $771 million
to secured lenders with liens on almost all assets.  There is $150
million owing on 1.875 percent unsecured convertible notes.

Excel Maritime filed a Chapter 11 petition (Bankr. S.D.N.Y. Case
No. 13-23060) on July 1, 2013, in New York after signing an
agreement where secured lenders owed $771 million support a
reorganization plan filed alongside the petition.  The Debtor
disclosed $35,642,525 in assets and $1,034,314,519 in liabilities
as of the Chapter 11 filing.

Excel, which sought bankruptcy with a number of affiliates, has
tapped Skadden, Arps, Slate, Meagher & Flom LLP, as counsel;
Miller Buckfire & Co. LLC, as investment banker; and Global
Maritime Partners Inc., as financial advisor.

A five-member official committee of unsecured creditors was
appointed by the U.S. Trustee.  The Creditors' Committee is
represented by Michael S. Stamer, Esq., Sean E. O'Donnell, Esq.,
and Sunish Gulati, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
New York; and Sarah Link Schultz, Esq., at Akin Gump Strauss Hauer
& Feld LLP, in Dallas, Texas.  Jefferies LLC serves as the
Committee's investment banker.

The Debtors' Chapter 11 plan filed on July 15, 2013, proposes to
implement a reorganization worked out before a July 1 bankruptcy
filing.  The plan will give ownership to secured lenders owed $771
million, although the lenders will allow current owner Gabriel
Panayotides to keep control, at least initially.  Unsecured
creditors with claims totaling $163 million will receive a $5
million, eight percent note for a predicted recovery of 3 percent.
Holders of $150 million in unsecured convertible notes make up the
bulk of the unsecured-claim pool.


EXCEL MARITIME: Plan Solicitation Exclusivity Extended to Feb. 17
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
extended until Feb. 17, 2014, Excel Maritime Carriers Ltd., et
al.'s exclusive period to solicit acceptances of a plan of
reorganization.

The Debtors filed a bankruptcy-exit plan on July 1, 2013, together
with their chapter 11 petitions.  Accordingly, the Debtors'
exclusive period expires on Dec. 30, 2013.

As the Debtors recently advised the Court, however, the Debtors,
the Creditors' Committee, the Debtors' prepetition secured
lenders, and Ivory Shipping, Inc. together have reached agreement
on the terms of a revised, consensual plan.  The Debtors
anticipated filing a revised plan and disclosure statement by
Nov. 26, 2013, and the Court has scheduled a hearing to consider
approval of the revised disclosure statement on Dec. 6 and
reserved Jan. 27, 2014, as the date to consider confirmation of
the revised plan.

                         Revamped Plan

Citing a report by Peg Brickley, writing for Daily Bankruptcy
Review, the Troubled Company Reporter on Nov. 28, 2013, said the
leading creditors of Excel Maritime Carriers have agreed to
overhaul the Chapter 11 plan that will see the shipping company
out of bankruptcy, boosting the value going to bondholders and
heading off a potentially disastrous court fight.  The shipping
company said the revamped Chapter 11 bankruptcy exit plan sets out
terms of a revised restructuring strategy which will end the
discord that has troubled Excel's attempt to resolve an unworkable
load of debt, company attorneys said in a filing with the U.S.
Bankruptcy Court for the Southern District of New York.

                       About Excel Maritime

Based in Athens, Greece, Excel Maritime Carriers Ltd. --
http://www.excelmaritime.com/-- is an owner and operator of dry
bulk carriers and a provider of worldwide seaborne transportation
services for dry bulk cargoes, such as iron ore, coal and grains,
as well as bauxite, fertilizers and steel products.  Excel owns a
fleet of 40 vessels and, together with 7 Panamax vessels under
bareboat charters, operates 47 vessels (5 Capesize, 14 Kamsarmax,
21 Panamax, 2 Supramax and 5 Handymax vessels) with a total
carrying capacity of approximately 3.9 million DWT.  Excel Class A
common shares have been listed since Sept. 15, 2005, on the New
York Stock Exchange (NYSE) under the symbol EXM and, prior to that
date, were listed on the American Stock Exchange (AMEX) since
1998.

The company blamed financial problems on low charter rates.

The balance sheet for December 2011 had assets of $2.72 billion
and liabilities totaling $1.16 billion.  Excel owes $771 million
to secured lenders with liens on almost all assets.  There is
$150 million owing on 1.875 percent unsecured convertible notes.

Excel Maritime filed a Chapter 11 petition (Bankr. S.D.N.Y. Case
No. 13-23060) on July 1, 2013, in New York after signing an
agreement where secured lenders owed $771 million support a
reorganization plan filed alongside the petition.  The Debtor
disclosed $35,642,525 in assets and $1,034,314,519 in liabilities
as of the Chapter 11 filing.

Excel, which sought bankruptcy with a number of affiliates, has
tapped Skadden, Arps, Slate, Meagher & Flom LLP, as counsel;
Miller Buckfire & Co. LLC, as investment banker; and Global
Maritime Partners Inc., as financial advisor.

A five-member official committee of unsecured creditors was
appointed by the U.S. Trustee.  The Creditors' Committee is
represented by Michael S. Stamer, Esq., Sean E. O'Donnell, Esq.,
and Sunish Gulati, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
New York; and Sarah Link Schultz, Esq., at Akin Gump Strauss Hauer
& Feld LLP, in Dallas, Texas.  Jefferies LLC serves as the
Committee's investment banker.

The Debtors' Chapter 11 plan filed on July 15, 2013, proposes to
implement a reorganization worked out before a July 1 bankruptcy
filing.  The plan will give ownership to secured lenders owed $771
million, although the lenders will allow current owner Gabriel
Panayotides to keep control, at least initially.  Unsecured
creditors with claims totaling $163 million will receive a $5
million, eight percent note for a predicted recovery of 3 percent.
Holders of $150 million in unsecured convertible notes make up the
bulk of the unsecured-claim pool.


EXCEL MARITIME: Amended Joint Plan Filed
----------------------------------------
BankruptcyData reported that Excel Maritime Carriers filed with
the U.S. Bankruptcy Court an Amended Joint Chapter 11 Plan of
Reorganization and related Disclosure Statement.

According to the Disclosure Statement, "The Plan memorializes the
terms of a consensual restructuring of the Debtors as agreed among
the Debtors, their secured lenders holding more than 80% of such
lenders' claims, the Official Committee of Unsecured Creditors,
Ivory Shipping Inc. and other key constituents....The Debtors,
with the assistance of their investment banker, estimate their
total enterprise value to be between $605 million and $655
million, with a mid-point of $630 million. However, approximately
$765 million is outstanding under the Debtors' Syndicate Credit
Facility, after recognition of the adequate protection payment of
$6.2 million made on October 1, 2013....Holders of approximately
82.9% of the Syndicate Credit Facility Claims have signed on to a
plan term sheet pursuant to which they agreed to support the Plan
to the extent it is consistent in all material respects with the
treatment of the Syndicate Credit Facility lenders' claims as
described below, including by voting to accept the Plan. Under the
Plan, the Syndicate Credit Facility lenders will receive, on
account of their Syndicate Credit Facility Secured Claim, a
restructured debt obligation in the amount of $300 million and
83.3% of the equity in reorganized Excel, prior to the co-
investment rights described below, based on the mid-point of the
valuation range....By signing the plan term sheet, the Consenting
Noteholders have agreed to support the Plan, including by voting
to accept the Plan. Under the Plan, holders of impaired general
unsecured claims against Excel will receive the following
distribution on account of their claims: (i) 8.0% of the stock in
reorganized Excel, subject to dilution on account of the co-
investment rights offered to such holders (or 7.9% of the fully
diluted stock in reorganized Excel representing 1,600,000 shares
of stock in reorganized Excel), (ii) the right to purchase up to
an additional 1.5% of the total outstanding equity in reorganized
Excel, at an offering price equal to $16.25 per share or a total
purchase price of $5 million, and (iii) the right to purchase up
to an additional 1.4% of the total outstanding equity, at an
offering price equal to $17.25 per share or a total purchase price
of $5 million. The price of each tranche of rights offered is
based on a total post new money equity value of reorganized Excel
of $330 million (with reorganized Excel having $300 million of
funded indebtedness on the Effective Date)."

                       About Excel Maritime

Based in Athens, Greece, Excel Maritime Carriers Ltd. --
http://www.excelmaritime.com/-- is an owner and operator of dry
bulk carriers and a provider of worldwide seaborne transportation
services for dry bulk cargoes, such as iron ore, coal and grains,
as well as bauxite, fertilizers and steel products.  Excel owns a
fleet of 40 vessels and, together with 7 Panamax vessels under
bareboat charters, operates 47 vessels (5 Capesize, 14 Kamsarmax,
21 Panamax, 2 Supramax and 5 Handymax vessels) with a total
carrying capacity of approximately 3.9 million DWT.  Excel Class A
common shares have been listed since Sept. 15, 2005, on the New
York Stock Exchange (NYSE) under the symbol EXM and, prior to that
date, were listed on the American Stock Exchange (AMEX) since
1998.

The company blamed financial problems on low charter rates.

The balance sheet for December 2011 had assets of $2.72 billion
and liabilities totaling $1.16 billion.  Excel owes $771 million
to secured lenders with liens on almost all assets.  There is $150
million owing on 1.875 percent unsecured convertible notes.

Excel Maritime filed a Chapter 11 petition (Bankr. S.D.N.Y. Case
No. 13-23060) on July 1, 2013, in New York after signing an
agreement where secured lenders owed $771 million support a
reorganization plan filed alongside the petition.  The Debtor
disclosed $35,642,525 in assets and $1,034,314,519 in liabilities
as of the Chapter 11 filing.

Excel, which sought bankruptcy with a number of affiliates, has
tapped Skadden, Arps, Slate, Meagher & Flom LLP, as counsel;
Miller Buckfire & Co. LLC, as investment banker; and Global
Maritime Partners Inc., as financial advisor.

A five-member official committee of unsecured creditors was
appointed by the U.S. Trustee.  The Creditors' Committee is
represented by Michael S. Stamer, Esq., Sean E. O'Donnell, Esq.,
and Sunish Gulati, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
New York; and Sarah Link Schultz, Esq., at Akin Gump Strauss Hauer
& Feld LLP, in Dallas, Texas.  Jefferies LLC serves as the
Committee's investment banker.

The Debtors' Chapter 11 plan filed on July 15, 2013, proposes to
implement a reorganization worked out before a July 1 bankruptcy
filing.  The plan will give ownership to secured lenders owed $771
million, although the lenders will allow current owner Gabriel
Panayotides to keep control, at least initially.  Unsecured
creditors with claims totaling $163 million will receive a $5
million, eight percent note for a predicted recovery of 3 percent.
Holders of $150 million in unsecured convertible notes make up the
bulk of the unsecured-claim pool.


EXIDE TECHNOLOGIES: Shareholder Insists on Official Equity Panel
----------------------------------------------------------------
In a letter to Roberta A. De Angelis, United States Trustee for
Region 3, dated Nov. 7, 2013, and docketed Nov. 13, 2013, Alfred
M. Shams, an Exide Technologies shareholder, said that he
disagrees and objects to the conclusions and recommendations made
by the U.S. Trustee in its response to his motion for the
appointment of an equity committee in the Chapter 11 case of Exide
Technologies.

In that response, docketed Nov. 4, 2013, the U.S. Trustee told the
Court that Mr. Shams has failed to satisfy the burden of proving
than an equity committee is needed to assure adequate
representation for equity holders.  Specifically, the UST said
that the interests of shareholders are already represented by the
Debtor's board of directors and management, and that Movant has
not shown that the interests of the board of directors and of
management are not aligned with the interests of shareholders.

According to Mr. Sham, while he agrees with the UST's statement
that Exide's Board and management have a fiduciary duty to work in
the best interest of shareholders, their past actions do not
inspire confidence, and that he is inclined to think they have
taken the "easy road" and will work with creditors at the expense
of equity.

                    About Exide Technologies

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

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

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

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

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

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

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


EXIDE TECHNOLOGIES: Can Employ NGKF as Real Estate Consultant
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has granted
Exide Technologies authorization to employ Newmark Midwest Region,
LLC dba Newmark Grubb Knight Frank as real estate consultant to
the Debtor, nunc pro tunc to Oct. 1, 2013.

As reported in the TCR on Nov. 1, 2013, pursuant to the terms of
the Engagement Letter, NGKF will:

   (a) negotiate agreements with landlords for extensions to the
       time frame for Debtor to assume or reject leases;

   (b) negotiate with landlords, individual or multi-site, and
       their agents with respect to lease modifications and
       present proposed transactions for the Debtor's approval;

   (c) assist the Debtor in implementing and negotiating lease
       restructures;

   (d) provide general lease restructuring advice, including
       forming broker opinions of value, writing recommendation
       reports and landlord letters;

   (e) assist in communication and negotiation with the Debtor's
       constituents, including creditors, employees, vendors,
       shareholders, and interested parties in connection with the
       Chapter 11 Case relative to the Debtor's leases;

   (f) negotiate with and soliciting offers from prospective
       relocation alternatives;

   (g) negotiate sales of certain owned properties; and

   (h) any other service set forth in the Engagement Letter.

The Debtor has agreed to pay NGKF under the fee and expense
structure set forth in the Engagement Letter.  Specifically:

    -- if Newmark Grubb negotiates a lease modification that
       results in a rent reduction to the Debtor, Newmark Grubb
       will be entitled to an amount equal to 7.5% of the Total
       Cash Savings to be realized by the Debtor for any term,
       including option periods that are exercised and become firm
       term;

    -- in the event that options are added to the lease as
       approved and agreed by the Debtor, but not exercised,
       Newmark Grubb shall earn an incentive fee equal to 7.5%
       of Total Cash Savings calculated by taking the difference
       between the rental rate at the end of the lease and rental
       rate for the options, multiplied by the number of years in
       the options periods;

    -- in the event that Newmark Grubb completes a lease
       renewal, for a lease in which no options remain and thus
       Newmark Grubb negotiates a new deal, said opportunities
       will be evaluated and invoiced on a market-by-market and
       case-by-case basis subject to the Debtor's prior approval
       since commissions vary from market to market. In many
       instances, the landlord will pay this fee;

    -- if the Debtor assumes and assigns a lease, Newmark Grubb
       shall earn an incentive fee equal to 7.5% of the lease sale
       price to the assignee;

    -- should the Debtor engage Newmark Grubb to assist with
       subleasing space, the incentive fee would be equal to 6% of
       gross rent for the entire term of the sublease;

    -- in the event that the Company, in its sole discretion,
       engages Newmark Grubb to sell any U.S. real property, the
       incentive fee would be 6% of the gross sales price;

    -- Total Cash Savings, for the purposes of this Application,
       will be calculated by taking (i) the difference between (a)
       the Debtor's Total Financial Obligation (as defined below)
       for the then current lease term as of the Petition Date,
       prior to any reduction negotiated by Newmark Grubb, and
       (b) the Debtor's Total Financial Obligation for the then
       current lease term negotiated by Newmark Grubb, plus (ii)
       any landlord capital contribution resulting from the
       negotiated lease, the use and or application of which is in
       the full discretion of the Debtor; and

    -- for purposes of the above calculation, Total Financial
       Obligations will be comprised of the following items to the
       extent they are required to be paid to the landlord under
       the applicable lease: base rent, common area expenses,
       property taxes, insurance, and any fixed rate rent
       adjustments.

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

Steven Monroe, executive managing director and co-chair of the
corporate lease restructuring group of NGKF, assured the Court
that the firm is a "disinterested person" as that 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 Exide Technologies

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

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

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

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

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

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

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


FAIRMONT GENERAL: Wins Final Approval to Incur $6MM DIP Financing
-----------------------------------------------------------------
The Hon. Patrick M. Flatley of the U.S. Bankruptcy Court for the
Northern District of West Virginia Fairmont authorized, in a final
order dated Nov. 15, Fairmont General Hospital, Inc. et al., to
obtain postpetition financing consisting of a superpriority
priming delayed draw term loan facility in an aggregate principal
amount of up to $6,000,000 from Fundamental Partners.

The Debtors will use the financing to operate their business
operations.

UMB Bank, N.A., as the successor Indenture Trustee for the
Debtor's 2007 bonds (Marion County) and Series 2008 bonds (West
Virginia Hospital Finance Authority), has consented to the DIP
financing.

The DIP Loans will have an interest rate of Adjusted Eurodollar
Rate plus 9.5%, and will mature on the earliest of (a) Oct. 31,
2014; or (b) 30 days after entry of the interim court order if the
final court order is not yet entered.  Default interest rate will
be at 4.00% per annum in excess of the interest rate otherwise
payable.  The outstanding principal amount, together with all
amounts owed under the Credit Agreement, will be repaid in full by
the Maturity Date.  Interest will be paid monthly.  The Agent will
have the right to "credit bid" the amount of the Lender's claims
during any sale of assets of the Debtors or as part of any
reorganization plan.

Rayford K. Adams III, Esq., at Spilman Thomas & Battle, PLLC, the
attorney for the Debtors, says that the Debtors have no other
adequate sources of working capital financing to meet its short-
term and projected obligations, including payment of employee
payroll, taxes, utilities, vendors and the costs of conducting the
Chapter 11 case.  If the DIP Financing is not approved, the
Debtors' operations will be severely disrupted and the Debtors'
operations as a going concern will be in jeopardy, according to
Mr. Adams.

The Official Committee of Unsecured Creditors objected to the
Debtors' motion for an order authorizing the Debtors to enter into
debtor-in-possession financing agreement with Fundamental Advisors
LP as the agent for Fundamental Partners II LP.

In a Nov. 5, 2013 court filing, Andrew H. Sherman, Esq., at Sills
Cummis & Gross P.C., on behalf of the Committee, said certain
provisions of the DIP financing facility are overreaching and
unreasonable in light of the substantial risk premium and fees
sought by the DIP Lenders and the extensive collateral package
offered to the Lenders on a priming basis.

                   About Fairmont General

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

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

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

UMB Bank is represented by Nathan F. Coco, Esq., and Suzanne Jett
Trowbridge, Esq., at McDermott Will & Emery LLP.

The Committee of Unsecured Creditors is represented by Andrew
Sherman, Esq., and Boris I. Mankovetskiy, Esq., at Sills Cummis &
Gross P.C. and Kirk B. Burkley, Esq., Bernstein Burkley, P.C.
Janet Smith Holbrook, Esq., at HUDDLESTON BOLEN LLP, represents
the Committee as local counsel.


FISKER AUTOMOTIVE: Has Sale Agreement with Hybrid Tech
------------------------------------------------------
Fisker Automotive Holdings, Inc., et al., notified the U.S.
Bankruptcy Court for the District of Delaware that they will seek
approval of their request to sell substantially all of their
assets to Hybrid Tech Holdings, LLC, at a hearing scheduled to
commence on January 3, 2014, at 9:30 a.m., prevailing Eastern
Time.

The purchase price for the sale contemplates: (a) $75 million in
the form of a credit bid; (b) the waiver of $4 million of the
Debtors' liability under their proposed postpetition DIP facility;
(c) the assumption by the Buyer at the Closing of certain
liabilities; and (d) the commitment of the Buyer, subject to
certain terms and conditions in the Asset Purchase Agreement, to
make $725,000 in cash payments and provide releases of liability
in connection with the Joint Chapter 11 Plan of Liquidation.

Objections to the sale of the assets or approval of the procedures
for the assumption and assignment of Contracts must be submitted
on or before Dec. 27.

                    About Fisker Automotive

Fisker Automotive Holdings, Inc., developer of the Karma plug-in
hybrid electric sedan, filed a petition for Chapter 11 protection
(Bankr. D. Del. Case No. 13-13087) on Nov. 22, 2013, with plans
to sell the business to Hybrid Tech Holdings, LLC.

Fisker estimated assets of more than $100 million and listed debt
of $500 million in its bankruptcy petition.  The assets include an
assembly plant purchased for $21 million from General Motors Corp.
The plant never operated.  The cars were assembled in Finland.
Fisker now has 21 employees.

Fisker received a $529 million loan from the Department of
Energy's Advanced Technology Vehicles Manufacturing Loan Program
and drew down about $192 million before the department froze the
loan after Fisker failed to hit several development targets.  The
company defaulted on its loan in April 2013.

The Debtors have tapped James H.M. Sprayregen, P.C., Esq., Anyp
Sathy, P.C., Esq., and Ryan Preston Dahl, Esq., at Kirkland &
Ellis LLP, in Chicago, Illinois, as co-counsel; Laura Davis Jones,
Esq., James E. O'Neill, Esq., and Peter J. Keane, Esq., at
Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, as co-
counsel; Beilinson Advisory Group as restructuring advisors; and
Rust Consulting/Omni Bankruptcy, as notice and claims agent and
administrative advisor.

The Debtors disclosed that they have entered into an asset
purchase agreement with Hybrid for the sale of substantially all
of its assets.  Hybrid is represented by Tobias Keller, Esq., and
Peter Benvenutti, Esq., at Keller & Benvenutti LLP, in San
Francisco, California.


FISKER AUTOMOTIVE: Can Employ Rust Consulting as Claims Agent
-------------------------------------------------------------
Fisker Automotive Holdings, Inc., et al., obtained authority from
Judge Kevin Gross of the U.S. Bankruptcy Court for the District of
Delaware to employ Rust Consulting/Omni Bankruptcy as claims and
noticing agent.

The services to be rendered by Rust Omni will be billed at the
firm's normal hourly rates which range from $25 to $175 per hour:

                                             Rate/Cost
                                             ---------
    Clerical Support                       $25 to $45 per hour
    Project Specialists                    $58 to $75 per hour
    Project Supervisors                    $75 to $95 per hour
    Consultants                            $95 to $125 per hour
    Technology/Programming                $100 to $158 per hour
    Senior Consultants                    $140 to $175 per hour

                    About Fisker Automotive

Fisker Automotive Holdings, Inc., developer of the Karma plug-in
hybrid electric sedan, filed a petition for Chapter 11 protection
(Bankr. D. Del. Case No. 13-13087) on Nov. 22, 2013, with plans
to sell the business to Hybrid Tech Holdings, LLC.

Fisker estimated assets of more than $100 million and listed debt
of $500 million in its bankruptcy petition.  The assets include an
assembly plant purchased for $21 million from General Motors Corp.
The plant never operated.  The cars were assembled in Finland.
Fisker now has 21 employees.

Fisker received a $529 million loan from the Department of
Energy's Advanced Technology Vehicles Manufacturing Loan Program
and drew down about $192 million before the department froze the
loan after Fisker failed to hit several development targets.  The
company defaulted on its loan in April 2013.

The Debtors have tapped James H.M. Sprayregen, P.C., Esq., Anyp
Sathy, P.C., Esq., and Ryan Preston Dahl, Esq., at Kirkland &
Ellis LLP, in Chicago, Illinois, as co-counsel; Laura Davis Jones,
Esq., James E. O'Neill, Esq., and Peter J. Keane, Esq., at
Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, as co-
counsel; Beilinson Advisory Group as restructuring advisors; and
Rust Consulting/Omni Bankruptcy, as notice and claims agent and
administrative advisor.

The Debtors disclosed that they have entered into an asset
purchase agreement with Hybrid for the sale of substantially all
of its assets.  Hybrid is represented by Tobias Keller, Esq., and
Peter Benvenutti, Esq., at Keller & Benvenutti LLP, in San
Francisco, California.


FISKER AUTOMOTIVE: Has Interim OK of Equity Trading Procedures
--------------------------------------------------------------
Judge Kevin Gross of the U.S. Bankruptcy Court for the District of
Delaware gave Fisker Automotive Holdings, Inc., et al., interim
approval of notification and hearing procedures governing the
purchase, sale, or transfer of Fisker Automotive common stock,
preferred stock, or any beneficial ownership.

As of Dec. 31, 2012, the Debtors have net operating losses of $800
million.  The NOLs may be of significant value to the Debtors and
their estates because the Debtors can carry forward their NOLs to
offset their future taxable income for up to 20 taxable years,
thereby reducing their future aggregate tax obligations.  In
addition, the Debtors may utilize their NOLs to offset any taxable
income generated by transactions completed during the chapter 11
cases.

Under I.R.C. section 382, certain transfers of the Equity
Securities prior to the consummation of the Debtors' chapter 11
plan could cause the termination, or limit the use, of the NOLs.

To ensure preservation of their NOLs, the Debtors propose these
procedures:

   * Any "substantial shareholder" -- entity that has direct
     or indirect beneficial ownership of at least 4.5% of the
     equity securities -- must serve and file a declaration.

   * Prior to effectuating any transfer of the equity securities
     that would result in another entity becoming a substantial
     equityholder, the parties to such transaction must serve and
     file a notice of the intended stock transaction.

   * The Debtors have 30 calendar days after receipt of the stock
     transaction notice to object to the proposed transaction.

   * If the Debtors do not object, the proposed transaction may
     proceed.

   * Any transfer of the Equity Securities in violation of the
     procedures will be null and void ab initio.

A "substantial shareholder" is any entity or individual that has
beneficial ownership of (a) at least 3,300,000 shares of common
stock, (b) at least 11,600,000 shares of Series DD-X Preferred
Stock, (c) at least 15,500,000 shares of Series AA-1 Preferred
Stock, (d) at least 11,900,000 shares of Series BB-1 Preferred
Stock, (e) at least 4,000,000 shares of Series CC-1 Preferred
Stock, (f) at least 1,300,000 shares of Series D-1 Preferred
Stock, (g) at least 66,400,000 shares of Series DD-1 Preferred
Stock, (h) at least 106,300,000 shares of Series E-1 Preferred
Stock, or (i) any combination of Equity Securities equivalent to
at least 4.5% of the total value of the equity securities.

Based on the Debtors' records, there are approximately 26
substantial shareholders.

A final hearing to consider entry of an order granting the
Debtors' request will be held on Dec. 16, 2013, at 9:30 a.m.
(prevailing Eastern Time).  Any objection is due on or before
Dec. 9.

                    About Fisker Automotive

Fisker Automotive Holdings, Inc., developer of the Karma plug-in
hybrid electric sedan, filed a petition for Chapter 11 protection
(Bankr. D. Del. Case No. 13-13087) on Nov. 22, 2013, with plans
to sell the business to Hybrid Tech Holdings, LLC.

Fisker estimated assets of more than $100 million and listed debt
of $500 million in its bankruptcy petition.  The assets include an
assembly plant purchased for $21 million from General Motors Corp.
The plant never operated.  The cars were assembled in Finland.
Fisker now has 21 employees.

Fisker received a $529 million loan from the Department of
Energy's Advanced Technology Vehicles Manufacturing Loan Program
and drew down about $192 million before the department froze the
loan after Fisker failed to hit several development targets.  The
company defaulted on its loan in April 2013.

The Debtors have tapped James H.M. Sprayregen, P.C., Esq., Anyp
Sathy, P.C., Esq., and Ryan Preston Dahl, Esq., at Kirkland &
Ellis LLP, in Chicago, Illinois, as co-counsel; Laura Davis Jones,
Esq., James E. O'Neill, Esq., and Peter J. Keane, Esq., at
Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, as co-
counsel; Beilinson Advisory Group as restructuring advisors; and
Rust Consulting/Omni Bankruptcy, as notice and claims agent and
administrative advisor.

The Debtors disclosed that they have entered into an asset
purchase agreement with Hybrid for the sale of substantially all
of its assets.  Hybrid is represented by Tobias Keller, Esq., and
Peter Benvenutti, Esq., at Keller & Benvenutti LLP, in San
Francisco, California.


FISKER AUTOMOTIVE: WARN Class Seeks Priority of Claim
-----------------------------------------------------
A former employee, on behalf of a class of similarly situated
former workers of Fisker Automotive Holdings, Inc., and Fisker
Automotive, Inc., filed an adversary complaint against the Debtors
asking the U.S. Bankruptcy Court for the District of Delaware to
grant their claim a priority status pursuant to Sections 507(a)(4)
and (5) of the Bankruptcy Code, up to the $12,475 priority cap or,
alternatively, general unsecured status.

Sven Etzelsberger filed the suit on behalf of himself and 160 or
so other similarly-situated former employees in the U.S. District
Court for the Central District of California, Case No. 8-13-CV-
00540-CJC (RNB).  The District Court has certified a Class of 157
ex-employees, appointing Mr. Etzelsberger Class Representative and
Outten & Golden LLP, Class Counsel.

The Class members alleged that they were terminated in a mass
layoff or plant closing from the Debtors' facilities on or about
April 5, 2013, and in the days thereafter.  The employees, Mr.
Etzelsberger, said were not provided 60 days advance written
notice of their terminations by the Debtors, as required by the
Worker Adjustment and Retraining Notification Act and the
California Labor Code.  Mr. Etzelsberger and all similarly
situated employees seek to recover 60 days wages and benefits.

Mr. Etzelsberger estimates the Class' damages are approximately
$3,772,526.

                    About Fisker Automotive

Fisker Automotive Holdings, Inc., developer of the Karma plug-in
hybrid electric sedan, filed a petition for Chapter 11 protection
(Bankr. D. Del. Case No. 13-13087) on Nov. 22, 2013, with plans
to sell the business to Hybrid Tech Holdings, LLC.

Fisker estimated assets of more than $100 million and listed debt
of $500 million in its bankruptcy petition.  The assets include an
assembly plant purchased for $21 million from General Motors Corp.
The plant never operated.  The cars were assembled in Finland.
Fisker now has 21 employees.

Fisker received a $529 million loan from the Department of
Energy's Advanced Technology Vehicles Manufacturing Loan Program
and drew down about $192 million before the department froze the
loan after Fisker failed to hit several development targets.  The
company defaulted on its loan in April 2013.

The Debtors have tapped James H.M. Sprayregen, P.C., Esq., Anyp
Sathy, P.C., Esq., and Ryan Preston Dahl, Esq., at Kirkland &
Ellis LLP, in Chicago, Illinois, as co-counsel; Laura Davis Jones,
Esq., James E. O'Neill, Esq., and Peter J. Keane, Esq., at
Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, as co-
counsel; Beilinson Advisory Group as restructuring advisors; and
Rust Consulting/Omni Bankruptcy, as notice and claims agent and
administrative advisor.

The Debtors disclosed that they have entered into an asset
purchase agreement with Hybrid for the sale of substantially all
of its assets.  Hybrid is represented by Tobias Keller, Esq., and
Peter Benvenutti, Esq., at Keller & Benvenutti LLP, in San
Francisco, California.


FREDDIE MAC: Bank of America to Pay Total of $404 Million
---------------------------------------------------------
Ben Fox Rubin, writing for The Wall Street Journal, reported that
Bank of America Corp. said it reached a settlement with Freddie
Mac to resolve claims stemming from residential mortgage loans the
bank sold to Freddie.

According to the report, the bank plans to pay Freddie Mac about
$404 million to resolve all outstanding and potential mortgage
repurchase and other claims related to loans sold to Freddie from
2000 to 2009, and to compensate Freddie for some past losses and
potential future losses. The payments are fully covered by
existing reserves, the bank said.

Freddie had $1.4 billion in Bank of America repurchase demands as
of Sept. 30, according to federal filings, the largest for any
bank, the report related.  That represented around 42% of all of
Freddie's outstanding repurchase demands.

The bank was hoping to settle before the end of the year, a source
recently told The Wall Street Journal.

The deal is the second such agreement between Bank of America and
Freddie since 2011, the report said.  It will largely shield the
bank from any future repurchase demands from Freddie stemming from
loans sold before 2012. In January 2011, Bank of America agreed to
a $1.35 billion settlement with Freddie.

                        About Freddie Mac

Based in McLean, Virginia, the Federal Home Loan Mortgage
Corporation, known as Freddie Mac (OTCBB: FMCC) --
http://www.FreddieMac.com/-- was established by Congress in
1970 to provide liquidity, stability and affordability to the
nation's residential mortgage markets.  Freddie Mac supports
communities across the nation by providing mortgage capital to
lenders.  Over the years, Freddie Mac has made home possible for
one in six homebuyers and more than five million renters.

Freddie Mac is under conservatorship and is dependent upon the
continued support of Treasury and the Federal Housing Finance
Agency acting as conservator to continue operating its
business.


FRESH & EASY: FTI Consulting Okayed as Committee Advisor
--------------------------------------------------------
Judge Kevin J. Carey authorized the Official Committee of
Unsecured Creditors in Fresh & Easy Neighborhood Market Inc. and
its debtor-affiliates' Chapter 11 case to retain FTI Consulting,
Inc. as its financial advisor, nunc pro tunc to Oct. 11, 2013.

As reported Troubled Company Reporter on Nov. 22, 2013, FTI
Consulting will be paid these hourly rates:

       Senior Managing Directors          $780-$895
       Directors/Managing Directors       $570-$755
       Consultants/Senior Consultants     $290-$540
       Administrative/Paraprofessionals/
       Associates                         $120-$250

                  About Fresh & Easy Neighborhood

Fresh & Easy Neighborhood Market Inc., and its affiliate filed
Chapter 11 petitions (Bankr. D. Del. Case Nos. 13-12569 and
13-12570) on Sept. 30, 2013.  The petitions were signed by James
Dibbo, chief financial officer.  Judge Kevin J. Carey presides
over the case.

Fresh & Easy owes $738 million to Cheshunt, England-based Tesco,
the U.K.'s biggest retailer. Fresh & Easy never made a profit and
lost an average of $22 million a month in the 12 months ended in
February, according to court papers.

Jones Day serves as lead bankruptcy counsel.  Richards, Layton &
Finger, P.A., serves as local Delaware counsel.  Alvarez & Marsal
North America, LLC, serves as financial advisors, and Alvarez &
Marsal Securities, LLC, serves as investment banker.  Prime Clerk
LLC acts as the Debtors' claims and noticing agent.  Gordon
Brothers Group, LLC, and Tiger Capital Group, LLC, serves as the
Debtors' consultant. The Debtors estimated assets of at least $100
million and liabilities of at least $500 million.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed five
creditors to serve in the Official Committee of Unsecured
Creditors in the Chapter 11 cases of Fresh & Easy Neighborhood
Market Inc., et al.  Pachulski Stang Ziehi & Jones LLP serves as
counsel to the Committee. FTI Consulting, Inc. serves as its
financial advisor.


FRESH & EASY: Pachulski Stang Approved as Committee Counsel
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
the Official Committee of Unsecured Creditors in Fresh & Easy
Neighborhood Market Inc. and its debtor-affiliates' Chapter 11
case to retain Pachulski Stang Ziehi & Jones LLP as counsel to the
Committee, nunc pro tunc to Oct. 9, 2013.

As reported in the Troubled Company Reporter on Nov. 22, 2013,
Pachulski Stang will be paid these hourly rates:

       Jeffrey N. Pomerantz               $850
       Bradford J. Sandier                $750
       Shirley S. Cho                     $695
       Peter J. Keane                     $425
       Beth Dassa                         $295

                  About Fresh & Easy Neighborhood

Fresh & Easy Neighborhood Market Inc., and its affiliate filed
Chapter 11 petitions (Bankr. D. Del. Case Nos. 13-12569 and
13-12570) on Sept. 30, 2013.  The petitions were signed by James
Dibbo, chief financial officer.  Judge Kevin J. Carey presides
over the case.

Fresh & Easy owes $738 million to Cheshunt, England-based Tesco,
the U.K.'s biggest retailer. Fresh & Easy never made a profit and
lost an average of $22 million a month in the 12 months ended in
February, according to court papers.

Jones Day serves as lead bankruptcy counsel.  Richards, Layton &
Finger, P.A., serves as local Delaware counsel.  Alvarez & Marsal
North America, LLC, serves as financial advisors, and Alvarez &
Marsal Securities, LLC, serves as investment banker.  Prime Clerk
LLC acts as the Debtors' claims and noticing agent.  Gordon
Brothers Group, LLC, and Tiger Capital Group, LLC, serves as the
Debtors' consultant. The Debtors estimated assets of at least $100
million and liabilities of at least $500 million.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed five
creditors to serve in the Official Committee of Unsecured
Creditors in the Chapter 11 cases of Fresh & Easy Neighborhood
Market Inc., et al.  Pachulski Stang Ziehi & Jones LLP serves as
counsel to the Committee. FTI Consulting, Inc. serves as its
financial advisor.


FURNITURE BRANDS: Court Okays Deal on O'Brien License Contract
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved a
stipulation among Furniture Brands International, Inc., et al.,
O'Brien and KPS Capital Partners, LP and any of its affiliates
(purchasers) and Thomas O'Brien regarding the treatment of the
O'Brien license agreement in conjunction with the sale of
substantially all of the Debtors' assets.

The stipulation provides that (i) the O'Brien objection to the
sale is withdrawn; and (ii) the parties are authorized to take all
actions necessary to effectuate the relief granted pursuant to the
order.

In November, KPS completed the $280 million acquisition of
Furniture Brands.  Bill Rochelle, the bankruptcy columnist for
Bloomberg News, reported that private-equity investor KPS formed a
new company named Heritage Home Group LLC to operate the business.
It will have "the long-term support of KPS," the New York-based
company said in a statement.

On Nov. 22, 2013, Eboney Cobb, Esq., at Perdue, Brandon, Fielder,
Collins & Mott, L.L.P., on behalf of taxing unit Grapevine-
Colleyville ISD, filed a limited objection to the sale, requesting
that in order to adequately protect the taxing units' secured tax
liens, the taxing units be paid its liens at the time of sale, or,
in the alternative, a separate escrow or segregated account be
created at closing from the proceeds of the sale in a sufficient
amount to cover the prepetition ad valorem taxes owed to the
taxing units.

The taxing units are a subdivision of the State of Texas and
authorized to levy and assess ad valorem taxes on the value of
property located within each unit's taxing jurisdiction as of
Jan. 1, of each tax year.

An ad hoc committee of China creditors also objected to the sale.
The China Creditors said they are gravely concerned that the sale
process has resulted in a single bidder, who allegedly purchased
the debt of the other bidder.

                      About Furniture Brands

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

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

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

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

The company has an official creditor's committee with seven
members.  The creditors' panel includes the Pension Benefit
Guaranty Corp., Milberg Factors Inc. and five suppliers.  The
Creditors' Committee tapped Blank Rome LLP as counsel, Hahn &
Hessen LLP as counsel, BDO Consulting as financial advisor, and
Houlihan Lokey Capital, Inc., as investment banker.

Proskauer Rose LLP is acting as legal counsel to KPS with respect
to the sale.


FURNITURE BRANDS: Committee Has Ok for Hahn & Hessen as Counsel
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has granted
the Official Committee of Unsecured Creditors of Furniture Brands
International, Inc., et al., permission to retain Hahn & Hessen
LLP, as lead counsel for the Committee, nunc pro tunc to Sept. 18,
2013.

As reported in the TCR on Oct. 25, 2013, the Committee requires
Hahn & Hessen to:

   (a) render legal advice to the Committee with respect to its
       duties and powers in this case;

   (b) assist the Committee in its investigation of the acts,
       conduct, assets, liabilities and financial condition of the
       Debtors, the operation of the Debtors' businesses, the
       desirability of continuance of such businesses and any
       other matters relevant to these cases or to the business
       affairs of the Debtors;

   (c) advise the Committee with respect to any proposed sale of
       the Debtors' assets or a sale of the Debtors' business
       operations and any other relevant matters;

   (d) advise the Committee with respect to any proposed plan of
       reorganization or liquidation and the prosecution of claims
       against third parties, if any, and any other matters
       relevant to the cases or to the formulation of a plan of
       reorganization or liquidation;

   (e) assist the Committee in requesting the appointment of a
       trustee or examiner pursuant to section 1104 of the
       Bankruptcy Code, if necessary and appropriate; and

   (f) perform other legal services, which may be required by, and
       which are in the best interests of, the unsecured
       creditors, which the Committee represents.

Hahn & Hessen will be paid these hourly rates effective
Oct. 1, 2013:

       Partners                      $650 to $845
       Associates                    $335 to $570
       Special Counsel & of Counsel  $495 to $635
       Paralegals                    $210 to $250

Hahn & Hessen will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Mark T. Power, member of Hahn & Hessen, assured the Court that the
firm is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code and does not represent any interest
adverse to the Debtors and their estates.

                      About Furniture Brands

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

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

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

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

The company has an official creditor's committee with seven
members.  The creditors' panel includes the Pension Benefit
Guaranty Corp., Milberg Factors Inc. and five suppliers.  The
Creditors' Committee tapped Hahn & Hessen LLP as lead counsel,
Blank Rome LLP as co-counsel, BDO Consulting as financial advisor,
and Houlihan Lokey Capital, Inc., as investment banker.


FURNITURE BRANDS: Panel Has Nod for Houlihan as Investment Banker
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has granted
the Official Committee of Unsecured Creditors of Furniture Brands
International, Inc., et al., permission to retain Houlihan Lokey
Capital, Inc., as investment banker for the Committee, nunc pro
tunc to Sept. 24, 2013.

As reported in the TCR on Oct. 28, 2013, the Committee requires
Houlihan Lokey to:

   (a) analyze business plans and forecasts of the Debtors;

   (b) evaluate the assets and liabilities of the Debtors;

   (c) assess the financial issues and options concerning:

       - the sale of the Debtors, either in whole or in part, and

       - the Debtors' plans of reorganization or liquidation or
         any other plans;

   (d) analyze and review the financial and operating statements
       of the Debtors;

   (e) provide such financial analyses as the Committee may
       require in connection with the cases;

   (f) assist in the determination of an appropriate capital
       structure for the Debtors;

   (g) assist with a review of the Debtors' employee benefit
       programs, including key employee retention, incentive,
       pension and other post-retirement benefit plans;

   (h) analyze strategic alternatives available to the Debtors;

   (i) evaluate the Debtors' debt capacity in light of its
       projected cash flows;

   (j) assist in the review of claims and with the reconciliation,
       estimation, settlement, and litigation with respect
       thereto;

   (k) assist the Committee in identifying potential alternative
       sources of liquidity in connection with any debtor-in-
       possession financing, any Chapter 11 plans or otherwise;

   (l) represent the Committee in negotiations with the Debtors
       and third parties with respect to any of the foregoing;

   (m) provide testimony in court on behalf of the Committee with
       respect to any of the foregoing, if necessary; and

   (n) provide such other investment banking services as may be
       Required by additional issues and developments not
       anticipated on the effective date, as described in Section
       5 of the Engagement Letter.

Houlihan Lokey will be paid in advance a non-refundable monthly
cash fee of $50,000.  The first payment shall be made upon the
approval of this Agreement by the Bankruptcy Court and shall be in
respect of the first month after the Sept. 24, 2013 effective
date.  Each subsequent monthly fee shall accrue on the 24th of
each month commencing on Oct. 24, 2013 and shall be payable on the
later of Oct. 24, 2013 and the date of the approval of this
agreement by the Bankruptcy Court and continuing during the term
of the agreement.  Each monthly fee shall be earned upon Houlihan
Lokey's receipt thereof in consideration of Houlihan Lokey
accepting this engagement and performing services as described
herein.  Fifty percent of all monthly fees after the second
monthly fee received by Houlihan Lokey and approved by the final
order of the Bankruptcy Court shall be credited against the
Deferred Fee to which Houlihan Lokey becomes entitled, except
that, in no event, shall such Deferred Fee be reduced below zero;
and

In addition to the other fees provided, the Debtors shall pay
Houlihan Lokey a fee "Deferred Fee" equal to the greater of
$500,000 and 2.0% of the difference between

   (a) the Aggregate Consideration provided for in the stalking
       horse bid proposed by KPS Capital Partners, LP on
       Sept. 23, 2013, the economic terms of which are summarized
       on Exhibit "A" hereto (the "Baseline Bid") and

   (b) the sum of the Aggregate Consideration provided for in the
       successful bid plus the value of any additional excluded
       assets not included as Excluded Assets in the baseline bid.
       Further, for the avoidance of doubt, Aggregate
       Consideration for purposes of calculating a Deferred Fee
       may include  consideration from multiple transactions which
       together or separately may comprise a Successful Bid and
       which could be executed under the Bid Procedures Order or
       through an alternative methodology, including pursuant to
       Sec. 1129 of the Bankruptcy Code.  Notwithstanding, in no
       event will the Deferred Fee payable to Houlihan Lokey
       exceed 1.0% of the Aggregate Consideration.  The Deferred
       Fee shall be paid in cash.

Houlihan Lokey will also be reimbursed for reasonable out-of-
pocket expenses incurred.

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

                      About Furniture Brands

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

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

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

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

The company has an official creditor's committee with seven
members.  The creditors' panel includes the Pension Benefit
Guaranty Corp., Milberg Factors Inc. and five suppliers.  The
Creditors' Committee tapped Hahn & Hessen LLP as lead counsel,
Blank Rome LLP as co-counsel, BDO Consulting as financial advisor,
and Houlihan Lokey Capital, Inc., as investment banker.


FURNITURE BRANDS: Committee Retains BDO as Financial Advisor
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has granted
the Official Committee of Unsecured Creditors of Furniture Brands
International, Inc., et al., permission to retain BDO Consulting,
a Division of BDO USA, LLP, as financial advisor for the
Committee, effective Sept. 20, 2013.

As reported in the TCR on Oct. 25, 2013, he Committee requires BDO
Consulting to:

   (a) analyze the financial operations of the Debtors pre- and
       post-petition, as necessary;

   (b) analyze the financial ramifications of any proposed
       transactions for which the Debtors seek Bankruptcy Court
       approval including, but not limited to, post-petition
       financing, sale of all or a portion of the Debtors' assets,
       retention of management and employee incentive and
       severance plans;

   (c) conduct any requested financial analysis including
       verifying the material assets and liabilities of the
       Debtors, as necessary, and their values;

   (d) assist the Committee in its review of monthly statements of
       Operations submitted by the Debtors;

   (e) perform claims analysis for the Committee;

   (f) assist the Committee in its evaluation of cash flow and
       other projections, including business plans prepared by the
       Debtors;

   (g) scrutinize cash disbursements on an ongoing basis for the
       Period subsequent to the commencement of these cases;

   (h) perform forensic investigating services, as requested by
       the Committee and counsel, regarding pre-petition
       activities of the Debtors in order to identify potential
       causes of action, including investigating intercompany
       transfers, improvements in position, and fraudulent
       transfers;

   (i) analyze transactions with insiders, related and/or
       Affiliated companies;

   (j) analyze transactions with the Debtors' financing
       institutions;

   (k) attend meetings of the Committee and conference calls with
       representatives of the Committee and its counsel;

   (l) prepare certain valuation analyses of the Debtors'
       businesses and assets using various professionally accepted
       methodologies;

   (m) as needed, prepare alternative business projections
       relating to the valuation of the Debtors' business
       enterprise;

   (n) evaluate financing proposals and alternatives proposed by
       the Debtors for debtor-in-possession financing, exit
       financing and capital raising supporting any plan of
       reorganization;

   (o) assist the Committee in its review of the financial aspects
       of a plan of reorganization or liquidation submitted by the
       Debtors and perform any related analyses, specifically
       including liquidation analyses and feasibility analyses and
       evaluate best exit strategy;

   (p) assist counsel in preparing for any depositions and
       testimony, as well as prepare for and provide expert
       testimony at depositions and court hearings, as requested;
       and

   (q) perform other necessary services as the Committee or the
       Committee's counsel may request from time to time with
       respect to the financial, business and economic issues that
       may arise.

The Committee agreed to compensate BDO Consulting for professional
services rendered at its normal and customary hourly rates for
financial as follows:

       Level                         Rates
       -----                         -----
       Partners/Managing Directors   $475-$795
       Directors/Sr. Managers        $375-$525
       Managers/Vice Presidents      $325-$425
       Seniors/Analysts              $200-$350
       Staff                         $150-$225

BDO Consulting will also be reimbursed for reasonable out-of-
pocket expenses incurred.

David E. Berliner, partner of BDO Consulting, assured the Court
that the firm is a "disinterested person" as the term is defined
in Section 101(14) of the Bankruptcy Code and does not represent
any interest adverse to the Debtors and their estates.

                      About Furniture Brands

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

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

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

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

The company has an official creditor's committee with seven
members.  The creditors' panel includes the Pension Benefit
Guaranty Corp., Milberg Factors Inc. and five suppliers.  The
Creditors' Committee tapped Hahn & Hessen LLP as lead counsel,
Blank Rome LLP as co-counsel, BDO Consulting as financial advisor,
and Houlihan Lokey Capital, Inc., as investment banker.


GREEN FIELD ENERGY: Has Final Approval of GB DIP Financing
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized,
in a final order, Green Field Energy Services, Inc., et al., to
incur postpetition financing administered by GB Credit Partners,
LLC and ICON Agent, LLC, consisting of a superpriority, secured
term loan facility in the principal amount of $30,000,000.

The Debtors would use the loan (a) to pay fees and expenses
incurred in connection with the Chapter 11 cases; (b) for ongoing
working capital and for other general corporate purposes of the
Debtors; and (c) to repay the $15 million owed by the Debtors
pursuant interim order authorizing the Debtors to obtain loan.

As adequate protection form any diminution in value of the
lenders' collateral, the Debtor will grant replacement liens in
substantially all of the Debtors' assets, a superpriority
administrative claim status, subject to carve out for U.S. Trustee
fees, clerk of court fees, and bankruptcy professional fees.

A copy of the final order is available for free at:

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

The Ad Hoc Noteholder Group Holders of Senior Secured Notes due
2016 responded to the objection lodged by the Official Committee
of Unsecured Creditors to the Debtors' motion to incur DIP
financing.  The Ad Hoc Noteholders' Group said the Committee's
various legal theories and jumbled facts will be dealt with in due
course, if necessary, and are irrelevant to the final hearing on
the Debtors' motion.

The Committee objected to the settlement negotiated between the
Debtors and the Noteholders with respect to adequate protection
for the use of the Noteholders' Collateral during the Chapter 11
cases.  The Committee does not believe it is necessary or
appropriate for the Noteholders to receive adequate protection --
and particularly takes issue with the proposed milestones.

As reported in the Troubled Company Reporter on Nov. 5, 2013,
Judge Kevin Gross of the Bankruptcy Court gave the Debtors interim
authority to borrow money up to an aggregate face amount of
$15,000,000 from BG Credit Partners LLC and ICON Capital LLC.

                     About Green Field Energy

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

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

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

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

Roberta A. Deangelis, The U.S. Trustee for Region 3, appointed six
members to the official committee of unsecured creditors in the
Chapter 11 cases of Green Field Energy Services, Inc., et al.


HAMPTON LAKE: Charter Note Holders' Claims Not Barred
-----------------------------------------------------
The U.S. Bankruptcy Court for the District of South Carolina
entered an order granting Hampton Lake LLC's motion to estimate
the claims of Charter Note Holders for purpose of allowance.

The Court, in its order, said the claims of the 63 Charter Note
Holders are not barred by the statute of limitations from
asserting claims based on the Charter Notes.

The Debtor filed a Plan of Liquidation and its Disclosure
Statement early in the case, indicating that the Charter Note
Holders have claims against the Debtor's estate.  At the hearing
on the Disclosure Statement on June 19, 2013, Joshua Tillman and
Crimson Portfolio, LLC, and SABAL Financial Group, L.P., indicated
their belief that the statute of limitations had run and that 63
of the 65 Charter Note Holders were time barred from asserting
claims against the Debtor.  As a result, the Debtor filed its
motion to estimate the claims of the Charter Note Holders in their
full amount for voting and allowance purposes, asserting that the
Debtor's actions caused the Charter Note Holders to forbear from
initiating prepetition lawsuits.  The Debtor asserted that if the
statute of limitations were determined to have expired, then the
doctrines of waiver, equitable tolling, and equitable estoppel
should apply to extend the statute such that the Charter Note
Holders hold valid, existing claims.

                        About Hampton Lake

Hampton Lake, LLC, filed a Chapter 11 petition (Bankr. D. S.C.
Case No. 13-02482) in Charleston, South Carolina, on April 29,
2013.  G. William McCarthy, Jr., Esq. and Daniel J. Reynolds, Jr.,
Esq., at McCarthy Law Firm, LLC, serve as counsel to the Debtor.

The Debtor operates the Hampton Lake Subdivision in Bluffton,
South Carolina.  The Debtor disclosed $23.4 million in total
assets and $48.4 million in liabilities in its schedules.

The Debtor has a Chapter 11 plan that contemplates selling the
remaining 235 lots over the next three years to generate cash
covering payments to creditors under the plan.  The plan calls for
paying about 88.5 percent of the first-lien debt by selling out
the project in the next three years.  The noteholders are slated
for an 8.75 percent recovery.

The Court approved the Disclosure Statement explaining the Plan on
June 24, 2013.

The Office Committee of Unsecured Creditors is represented by
J. Ronald Jones, Jr., Esq., at Clawson And Staubes, LLC, as
counsel.


HOLT DEVELOPMENT: Balks at Heritage Bank's Bid for Stay Relief
--------------------------------------------------------------
Holt Development Co., LLC, filed papers with the U.S. Bankruptcy
Court for the Middle District of Tennessee, responding to Heritage
Bank's motion for relief from stay.  Holt said that, contrary to
Heritage's allegations, the Debtor by definition is in compliance
with the applicable statute and the Court order entered on Aug. 9,
2013.

Further, the Debtor asserted that the statements made by Heritage
in its motion were merely legal arguments which must be considered
at confirmation of a reorganization plan.

The Debtor owed a total of $8,702,572 to Heritage pursuant to four
outstanding loans.  The loans are secured by certain property
consist of rent-producing, improved property and unimproved, non-
income producing property.

Heritage said it has not received any payments on the debt since
March 2013.

                      About Holt Development

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

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


HUDBAY MINERALS: Moody's Changes Ratings Outlook to Negative
------------------------------------------------------------
Moody's Investors Service affirmed HudBay Minerals Inc.'s B3
corporate family rating (CFR), B3-PD probability of default rating
and B3 senior unsecured notes ratings, lowered the company's
speculative grade liquidity rating to SGL-4 from SGL-3 and changed
the company's ratings outlook to negative from stable.

Ratings Rationale:

The rating action is driven by increased costs at Hudbay's $1.7
billion Constancia copper project underway in Peru, the
uncertainty of the final cost of the project and concern that
unless that project is completed on budget and on schedule that
the company's liquidity will be inadequate.

HudBay's B3 corporate family rating is driven by its small scale,
concentration of near term activity in one underground copper and
zinc mine in Canada and sizeable execution risks associated with
developing Constancia and Lalor, a copper, zinc and gold mine in
Canada. The company's low-cost position, stable production at its
flagship 777 mine and initial production at Lalor should provide a
base of cash flow until production at its new developments begin
to ramp up more substantially by early 2015. Nonetheless, Moody's
expects the company's leverage will remain in excess of 10x
through this timeframe.

Moody's expects HudBay Q4/13 free cash flow consumption will total
about $275 million, leaving the company with about $525 million in
cash by year end. Additional committed sources of cash in 2014
include $268 million in proceeds to be received from streaming
agreements, providing total cash sources of about $800 million.
Moody's assumes Hudbay's adjusted cash from operations (after
interest expense) will be breakeven in 2014 but that $770 million
in capital expenditures (net of $130 million in equipment
financing) will largely exhaust the company's cash position.
Hudbay also has a $100 million secured revolving credit facility
(due 2016) but access is limited due to outstanding letters of
credit ($65 million) and borrowing base restrictions.

The negative outlook reflects Moody's concern that budgeted costs
and/or timing to complete Constancia may slip, requiring more
liquidity than is currently committed. Moody's expects that Hudbay
will need to raise additional debt to address its liquidity
strain, which will further increase leverage.

The ratings could be lowered if HudBay is unable to complete its
current growth projects on-time and on-budget, if production
challenges arise at the 777 mine or if its liquidity became
further strained. Upward rating pressure could occur if execution
risks related to the development of Constancia and Lalor diminish,
liquidity appeared to be adequate through to achievement of at
least break-even cash flows at those projects and if leverage were
expected to be sustained towards 4.5x.

HudBay is a Canadian mining company that mines copper, zinc, and
precious metals. The company's primary operating asset is the
underground 777 mine located in Flin Flon, Manitoba. It is
currently developing a $1.7 billion copper mine in Peru
(Constancia) and $794 million copper, gold and zinc mine in
Manitoba. Annual revenues total roughly $550 million.


IB AGRICULTURE: Monty's May Pursue W.D. Ky. Lawsuit
---------------------------------------------------
Bankruptcy Judge Ralph B. Kirscher modified the automatic stay in
the Chapter 11 bankruptcy case of IB Agriculture, Inc., Case No.
13-60967, to allow Monty's Plant Food Co. to proceed with a jury
trial against the Debtor and other defendents in a civil action
filed in the U.S. District Court for the Western District of
Kentucky, Case No. 3:12-CV-271-S.

In an Oct. 18, 2013 Memorandum of Decision available at
http://is.gd/nPAKY8from Leagle.com, Judge Kirscher held that the
Debtor failed to satisfy its burden of proof to show that relief
from the stay should not be granted.

The Kentucky case originated in the State of Montana when the
Debtor and and Eric Ibey filed a suit in Montana state district
court against Monty's alleging breach of contract.  Monty's
removed the case to Montana federal district court, and then won a
change of venue to the federal district court in Kentucky.
Monty's filed an answer and counterclaim against Eric Ibey and the
Debtor, and they in turn filed an answer to Monty's counterclaim.
Pretrial preparations proceeded and a jury trial was scheduled in
the Kentucky case for November 2013, but that trial setting has
been vacated.

Monty's filed Claim No. 4 in the Debtor's case, asserting an
unsecured nonpriority claim for $3,154,632.00. The basis for
Monty's claim is described as breach of contract, breach of duty
of good faith and fair dealing, tortious interference with
business prospects, and attorney fees. Monty's answer and
counterclaim filed in the Kentucky case is attached to Monty's
Claim 4. The counterclaim lists claims based upon theories of
breach of contract, breach of duty of good faith and fair dealing,
tortious interference with business prospects, and seeks attorney
fees based on a certain written agreement of the parties.

IB Agriculture, Inc., dba Monty Northwest, filed for bankruptcy on
July 11, 2013 (Bankr. D. Mont., Case No. 13-60967).  Jon R.
Binney, Esq., at Binney Law Firm, P.C. represents the Debtor.


INFINIA CORP: Has Green Light to Sell Solar Generation Project
--------------------------------------------------------------
Infinia Corp. and its Powerplay Solar I LLC unit in November won
Bankruptcy Court approval to sell their solar generation project
in Yuma, Arizona, to Ricor Generation Inc. for cash and assumption
of specified debts and payment of costs to cure breaches of
contract.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reported that last month's auction pushed the cash component of
the purchase price up to $10.4 million.

Infinia filed for bankruptcy, originally intending to sell the
facility to lender Atlas Global Asset Holdings LP mostly in
exchange for debt.  Bloomberg said the Atlas contract would have
set aside $150,000 to complete the bankruptcy after the sale plus
$100,000 for unsecured creditors.

Several objections to the proposed sale were filed, including
those by Ally Financial, Inc. fka GMAC, Inc.; and General Electric
Capital Corporation.  As reported in the Troubled Company Reporter
on Nov. 6, 2013, GECC sought denial of the Debtors' sale motion
and the return of its equipment.

Pursuant to a 2012 lease agreement, GECC leased to Infinia a Rofin
FLX75 Fiber Laser and UW 200 Workstation for a total fee of
$423,400 to be paid in installments.  Infinia is in default under
the Lease Agreement, having missed scheduled payments.  GECC
asserted that the automatic stay should be lifted to permit it to
exercise its non-bankruptcy rights with respect to the Equipment.
GECC also said the sale is not in the best interest of creditors
as it does not provide adequate opportunity for meaningful
competing bids, among other things.

The Debtor asked that the Court overrule the GMAC and GECC
objections because:

   1. On Oct. 30, 2013, the Debtor provided proof of insurance
regarding the vehicles that are the subject of leases, along with
a proposed stipulation to resolve the objection.  Despite several
requests, Ally Financial's counsel has not responded with comments
or approval of the proposed stipulation.

   2. In any event, GECC's objections to the merits of the sale
motion are contradicted by evidence and findings at prior hearings
and by supplemental filings with the Court.

On Nov. 6, Mark R. Gaylord, Esq., at Ballard Spahr, LLP, on behalf
of CDM Constructors Inc. and CDM Smith Inc., objected to the
Debtors' proposed cure amounts and motion for order authorizing
assumption and assignment of executory contracts and unexpired
leases.

CDM Smith objected to the proposed cure amounts set forth in the
Debtor's cure schedule, which identify the cure amount with
respect to both creditors as being $0, because the actual cure
amount has been determined that it exceeds $1.8 million and could
exceed $3.2 million.

The TCR also reported that the United States complained that the
proposed sale of the Debtors' assets fails to account for the
government's interests under a cooperative agreement with the
Debtor and the equipment required with proceeds of the agreement.

The U.S., through the Department of Energy (DOE), awarded Infinia
a financial assistance agreement for the purpose of developing a
high-efficiency freezer unit.  The Cooperative Agreement commits
about $3 million to Infinia for its expenditures furthering the
agreement's purpose.  The federal funds not yet disbursed (about
$450,000) and the freezer unit prototype developed with the funds
disbursed constitute a portion of the assets marketed for sale by
Infinia.

The government asserted that its consent is required before the
Debtors may assume or assign the Cooperative Agreement.  It also
maintains an interest in the Funded Property.

                         About Infinia Corp.

Infinia Corp. and subsidiary Powerplay Solar I LLC, the owners of
a solar generation project in Yuma, Arizona, filed Chapter 11
cases (Bankr. D. Utah Case No. 13-30688) on Sept. 17, 2013, to
sell the facility to their lender.  The Debtors estimated assets
and debts of at least $10 million.

Infinia Corp. is represented by George Hoffman, Esq., Steven C.
Strong, Esq. and Victor P. Copeland, Esq. -- gbh@pkhlaywers.com
and scs@pkhlawyers.com -- of Parsons Kinghorn Harris.  PowerPlay
Solar I is represented by Troy J. Aramburu, Esq. and Jeff D.
Tuttle, Esq. -- taramburu@swlaw.com and jtuttle@swlaw.com -- of
Snell & Wilmer L.L.P.

A four-member panel has been appointed in the case as the official
unsecured creditors committee, composed of Petersen Incorporated,
Intertek Testing Services, NA, Inc., ATL Technology, LLC, and
LeanWerks.


KCSM INC: IP Assets to Be Sold at Dec. 17 Foreclosure Auction
-------------------------------------------------------------
Knobbe, Martens, Olson & Bear, LLP, as secured creditor of KCSM
Inc., will sell collateral securing KCSM's obligations to KMOB to
the highest qualified bidder by public foreclosure sale, on Dec.
17, 2013, at 9:00 a.m.  The sale will be held at the offices of
Troutman Sanders, LLP, 5 Park Plaza, Suite 1400, Irvine,
California 92614, counsel to KMOB.

The collateral consists of all of KCSM's intellectual property
that is or has ever been the subject of secured party's
representation and all files and records relating thereto, any
recoveries from litigation involving the intellectual property,
including, without limitation, any judgments, amounts paid in
settlement, insurance proceeds and any awards of attorneys' fees
and costs, and any other proceeds of the intellectual property.

The IP assets include U.S. patent and patent applications related
to low voltage electricity distribution circuit; electrical outlet
cover plate; electricity distribution circuit; receptacle with
three circuit forming apertures; and biceptacle.

Interested parties are entitled to an accounting of the unpaid
indebtedness secured by the property that KMOB intends to sell.
Interested parties may request an accounting from Troutman Sanders
by submitting a written request therefor.

The Lender reserves the right to include or exclude some or all of
the property in any foreclosure sale; to postpone or cancel the
sale; and to purchase some or all of the collateral at the public
sale.

The Lender's counsel may be reached at:

     Penelope Parmes, Esq.
     TROUTMAN SANDERS LLP
     5 Park Plaza, Suite 1400
     Irvine, CA 92614
     Telephone: 949-622-2700
     E-mail: penelope.parmes@troutmansanders.com

KCSM, INC., is based at 24971 Eaton Lane, Laguna Niguel,
California 92677.


LAGUNA BRISAS: Court Okays Sale Procedures
------------------------------------------
The U.S. Bankruptcy Court for the Central District of California,
according to Laguna Brisas LLC's case docket, entered an order in
November approving procedures for the sale of the Debtor's assets,
subject to limited objections filed by MTB LLC and Wells Fargo.

The Court directed the parties to meet and confer prior to the
sale hearing to determine if acceptable modifications/terms can be
worked out.

MTB LLC, a ground lessor and creditor, filed a limited objection
asking the Bankruptcy Court to direct the Debtor to address these
matters in relation to the bidding procedures:

   1. The right of first refusal provides that the right may
      be exercised to "purchase all or any portion of the
      improvements or the leasehold estate".

   2. The ground lessor "may require grantee (Debtor) to acquire
      the property as part of the tax-deferred like-kind exchange
      pursuant to Internal Revenue Code Section 1031. . . ."

   3. Under the right of first refusal, paragraph 20 et seq.,
      once the debtor receives an offer to transfer the property,
      the right of first refusal is triggered.

MTB LLC said it is attempting to preserve its rights under the
already assumed ground lease.

In a separate filing, Craig Solomon Ganz, Esq., at Gallagher &
Kennedy, P.A., on behalf of Best Western International, Inc.,
filed its limited objection to the sale motion, stating that the
Debtor is seeking approval of bidding and notice procedures in
connection with the sale of assets, including among other things a
leasehold interest in a 66 room hotel in Laguna Beach, California
operating as a Best Western Plus Hotel and Spa.  Mr. Ganz stated
that it is unclear from the Debtor's motion whether the Debtor
seeks as part of the bidding procedures to sell or otherwise
assign and automatically transfer the Debtor's interests under the
membership agreement as part of the sale.

As reported in the Troubled Company Reporter on Nov. 5, 2013, the
Debtor proposed bidding procedures to govern the sale of its real
property assets located at 1600 S. Coast Highway in Laguna Beach,
California.  The hotel is wholly owned by its two managing
members, Dae In "Andy" Kim and his wife Jane Kim.

According to the Debtor, the sale is part of a global settlement
with the creditors with liens against its hotel.

To provide certainty to all potential purchasers, the Debtor
formulated sales procedures with input from CBRE, Inc. and the
secured parties, especially CWCapital Asset Management LLC, solely
in its capacity as special servicer.

A copy of the sale motion is available for free at:

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

                     About Laguna Brisas

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

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

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

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

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

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

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


LIME ENERGY: CEO O'Rourke Fired; COO Adam Procell Takes Over
------------------------------------------------------------
Lime Energy Co.'s Board of Directors terminated the employment of
John O'Rourke, the Company's chief executive officer and
simultaneously promoted Adam Procell to be chief executive
officer.  Prior to his promotion, Mr. Procell was the Company's
president and chief operating officer.  Mr. O'Rourke remains a
director of the Company and a nominee for re-election to the Board
at the Annual Meeting of Stockholders to be held on Dec. 3, 2013.

Until his appointment as president and chief operating officer of
the Company in September 2013, Mr. Procell, age 45, was divisional
president and vice president of Sales and Marketing of the
Company.  Prior to joining the Company in April 2009, Mr. Procell
served as the National Director of Energy Efficiency & Carbon
Management for AECOM Technology Corporation (ACM: NYSE).

Mr. Procell's current annual base salary is $240,000.  The
employment agreement currently does not provide for any fixed
period of employment or severance payments.

                         About Lime Energy

Headquartered in Huntersville, North Carolina, Lime Energy Co. --
http://www.lime-energy.com-- is engaged in planning and
delivering clean energy solutions that assist its clients in their
energy efficiency and renewable energy goals.  The Company's
solutions include energy efficient lighting upgrades, energy
efficient mechanical and electrical retrofit and upgrade services,
water conservation, building weatherization, on-site generation
and renewable energy project development and implementation.  The
Company provides energy solutions across a range of facilities,
from high-rise office buildings, distribution facilities,
manufacturing plants, retail sites, multi-tenant residential
buildings, mixed use complexes, hospitals, colleges and
universities, government sites to small, single tenant facilities.

Lime Energy disclosed in regulatory filings in July 2013, it is in
discussions with PNC Bank about entering into a forbearance
agreement in which they would agree not to accelerate a loan for a
period of time while the Company attempts to correct the gas flow
issue and sell its landfill-gas facility.  The bank is considering
the Company's request.

                         About Lime Energy

Headquartered in Huntersville, North Carolina, Lime Energy Co. --
http://www.lime-energy.com-- is engaged in planning and
delivering clean energy solutions that assist its clients in their
energy efficiency and renewable energy goals.  The Company's
solutions include energy efficient lighting upgrades, energy
efficient mechanical and electrical retrofit and upgrade services,
water conservation, building weatherization, on-site generation
and renewable energy project development and implementation.  The
Company provides energy solutions across a range of facilities,
from high-rise office buildings, distribution facilities,
manufacturing plants, retail sites, multi-tenant residential
buildings, mixed use complexes, hospitals, colleges and
universities, government sites to small, single tenant facilities.

Lime Energy disclosed in regulatory filings in July 2013, it is in
discussions with PNC Bank about entering into a forbearance
agreement in which they would agree not to accelerate a loan for a
period of time while the Company attempts to correct the gas flow
issue and sell its landfill-gas facility.  The bank is considering
the Company's request.

As of Sept. 30, 2013, the Company had $33.15 million in total
assets, $26.70 million in total liabilities and $6.45 million in
total stockholders' equity.


M.A.R. REALTY: Section 341(a) Meeting Scheduled for December 30
---------------------------------------------------------------
A meeting of creditors in the bankruptcy case of M.A.R. Realty
Corp. will be held on Dec. 30, 2013, at 11:00 a.m. at 341 Meeting
Room, Ochoa Building, 500 Tanca Street, First Floor, San Juan.
Creditors have until March 30, 2014, to file their proofs of
claim.  For governmental agencies, the bar date will be on May 25,
2014.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
meeting of creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

M.A.R. Realty Corp. filed a Chapter 11 petition (Bankr. D.P.R.
Case No. 13-09752) on Nov. 25, 2013.  Edwin Ramos signed the
petition as president.  The Debtor disclosed $11.16 million in
total assets and $10.14 million in total liabilities.  Isabel M
Fullana, Esq., at Garcia Arregui & Fullana PSC serves as the
Debtor's counsel.  Hon. Mildred Caban Flores presides over the
case.


MERRIMACK PHARMACEUTICALS: To Develop Products for Actavis
----------------------------------------------------------
Merrimack Pharmaceuticals, Inc., and Watson Laboratories, Inc.,
entered into a Development, License and Supply Agreement pursuant
to which Merrimack will utilize its nanoliposomal technology
platform to develop and manufacture various pharmaceutical
products for Actavis.

Under the Agreement, Merrimack will develop, manufacture and
exclusively supply the bulk form of doxorubicin HCl liposome
injection to Actavis, which Actavis will process into finished
product and commercialize globally.  Merrimack has also agreed to
develop additional products for Actavis, the identities of which
will be mutually agreed upon in the future.

Merrimack is eligible to receive up to $15.5 million under the
Agreement, including $2 million upfront and the remainder in
development funding and development, regulatory and commercial
milestone payments related to the Initial Product.  Merrimack will
also receive a double digit share of net profits on global sales
of the Initial Product and any additional products.  Merrimack
will manufacture and supply the Initial Product to Actavis in bulk
form at a unit price agreed upon between the parties.

The Agreement will expire with respect to each product ten years
after Actavis' first sale of that product, unless terminated
earlier, and will automatically renew for additional two year
periods thereafter unless either party provides notice of non-
renewal.  Either party may terminate the Agreement in the event of
an uncured material breach or bankruptcy filing by the other
party.  Actavis may also terminate the Agreement for convenience
in specified circumstances upon 90 days' prior written notice.

                          About Merrimack

Cambridge, Mass.-based Merrimack Pharmaceuticals, Inc., a
biopharmaceutical company discovering, developing and preparing to
commercialize innovative medicines consisting of novel
therapeutics paired with companion diagnostics.  The Company's
initial focus is in the field of oncology.  The Company has five
programs in clinical development.  In it most advanced program,
the Company is conducting a pivotal Phase 3 clinical trial.

Merrimack Pharmaceuticals disclosed a net loss of $91.75 million
in 2012, following a net loss of $79.67 million in 2011.  The
Company incurred a $50.15 million net loss in 2010.

The Company's balance sheet at Sept. 30, 2013, showed $224.24
million in total assets, $240.87 million in total liabilities,
$374,000 in noncontrolling interest, and a $16.26 million total
stockholders' deficit.


METRO AFFILIATES: Quabbin Bids Out New Bus Contract
---------------------------------------------------
As an auction looms for Atlantic Express Transportation Corp., the
fourth-largest school-bus operator in the U.S., the Quabbin
Regional School District School Committee, the Awarding Authority,
operating under Mass. G. L. Ch. 30B, will receive bids for
furnishing School Bus Transportation for the period beginning on
January 6, 2014 through August 31, 2017, with a 2-year extension
option.

According to Quabbin, the decision to award a contract may be
determined by the results of a Chapter 11 case in the United
States Bankruptcy Court Southern District of New York In Re: Metro
Affiliates, Inc., et al.

The bids will be for regular day, field trip, and athletic
transportation.  Bids shall be submitted on forms issued with the
attached specifications and shall be received at the Office of the
Superintendent of Schools, Educational Support Center, 872 South
Street, Barre, MA 01005 until 11:00 a.m. December 18, 2013 at
which time all bids will be publicly opened and read.

Copies of the Specifications may be obtained between December 4,
2013 and December 18, 2013 without charge at said office Monday
through Friday between the hours of 8:00 a.m. and 3:00 p.m.   A
pre-bid conference will be held with interested parties on
December 11, 2013 at 10:00 a.m. at the office.  Attendance at this
pre-bid conference is NOT mandatory in order to be a qualified
bidder.

                      About Metro Affiliates

Staten Island, New York-based Metro Affiliates, Inc., and its
subsidiaries sought protection under Chapter 11 of the Bankruptcy
Code on Nov. 4, 2013 (Bankr. S.D.N.Y. Case No. 13-13591).  The
case is assigned to Judge Sean Lane.

Lisa G. Beckerman, Esq., and Rachel Ehrlich Albanese, Esq., at
Akin Gump Strauss Hauer & Feld LLP, in New York; and Scott L.
Alberino, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
Washington, D.C., represent the Debtors.  Silverman Shin & Byrne
PLLC serves as special counsel.  Rothschild Inc. serves as the
Debtors' investment banker, while Kurtzman Carson Consultants LLC
serves as their claims and noticing agent.

Wells Fargo Bank, National Association, as agent for a consortium
of DIP lenders, is represented by Jonathan N. Helfat, Esq., at
Otterbourg, Steindler, Houston & Rosen, P.C., in New York.

The Bank of New York Mellon as indenture trustee and collateral
agent for prepetition noteholders, is represented by James
Gadsden, Esq., at Carter, Ledyard & Milburn LLP, in New York.
Certain Noteholders are represented by Kristopher M. Hansen, Esq.,
at Stroock & Stroock & Lavan LLP, in New York.

This is Metro Affiliates' third trip to Chapter 11.  The Company,
together with its subsidiaries, first sought protection under
Chapter 11 of the Bankruptcy Code on Aug. 16, 2002 (In re Metro
Affiliates, Inc., Case No. 02-42560 (PCB), Bankr. S.D.N.Y.).  A
plan in the second Chapter 11 case was confirmed in September
2003.  The first bankruptcy was in 1994.

Atlantic Express will go up for auction on Dec. 11.  Bids are due
Dec. 6, followed by a Dec. 11 auction and a hearing on Dec. 16 for
approval of sale. If Atlantic finds a buyer who will sign a
contract to provide a floor price at the auction, there will be a
hearing on Dec. 9 for approval of so-called stalking horse
protections, including a breakup fee.


MISSION NEWENERGY: Unit Wins Counter Claim vs. KNM Process
----------------------------------------------------------
Mission NewEnergy Limited's wholly owned subsidiary Mission
Biotechnologies Sdn Bhd (MBTSB) has successfully defended itself
against a suit filed by KNM Process Systems Sdn Bhd (KNM) in the
High Court of Kuala Lumpur.

In its suit, KNM as Plaintiff, sought to recover a sum of
approximately A$130,000 (RM380,000) from MBTSB.  However, MBTSB,
in its defense acknowledged that only about A$103,000 (RM302,000)
was due to KNM and simultaneously filed a counter claim amounting
to approximately A$887,000 (RM2.6 million) against KNM.

The High Court of Kuala Lumpur in its judgment granted the counter
claim and ordered KNM to pay MBTSB the sum of approximately
A$785,000 (RM2.3 million), after setting off the RM302,000 due to
KNM, with costs.

Meanwhile, in the matter of arbitration between MBTSB and KNM, the
3 party tribunal has been established and an initial preliminary
meeting between the tribunal and the solicitors has been held.
MBTSB expects to commence filing its claim documents soon.

                          Meeting Results

At Mission NewEnergy's Annual General Meeting which was held on
Nov. 29, 2013, the members adopted the remuneration report and re-
elected Dario Amara and Peter Torre as directors.

                      About Mission NewEnergy

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

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

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

Mission NewEnergy disclosed net profit of A$10.05 million on
A$8.41 million of total revenue for the year ended June 30, 2013,
as compared with a net loss of A$6.19 million on A$38.20 million
of total revenue during the prior fiscal year.

The Company's balance sheet at June 30, 2013, showed A$20.10
million in total assets, A$32.60 million in total liabilities and
a A$12.50 million total deficiency.

BDO Audit (WA) Pty Ltd, in Perth, Western Australia, issued a
"going concern" qualification on the consolidated financial
statements for the year ended June 30, 2013.  The independent
auditors noted that the Company incurred operating cash outflows
of $3.7 million during the year ended 30 June 2013 and, as of that
date the consolidated entity's total liability exceeded its total
assets by $12.5 million.  These conditions, along with other
matters, raise substantial doubt the Company's ability to continue
as a going concern.


MSD PERFORMANCE: Auction Cancelled; Selling Biz to Z Capital
------------------------------------------------------------
MSD Performance, Inc., et al., has filed with the U.S. Bankruptcy
Court for the District of Delaware a supplemental notice
regarding:

   i) the selection of winning bidder;
  ii) the key terms of winning bid and sale hearing;
iii) the proposed adequate assurance of future performance; and
  iv) the cancellation of auction.

In accordance with the bid procedures order, the Debtors said they
intend to enter into the asset purchase agreement with Z Capital
Partners LLC.  Pursuant to the terms of the APA, the buyer has
agreed to pay $78,000,000 for the purchased assets to be satisfied
in the form of a credit against the amount of the Debtors'
indebtedness to the lenders under the loan agreement, and to make
a cash payment necessary to fund the wind down expense escrow and
the retained professional expenses escrow.

In addition, the APA provides for the buyer's assumption of
certain (but not all) liabilities of the Debtors, including (a)
all liabilities under the purchased contracts arising (i) after
the closing or (ii) prior to the closing solely to the extent the
liabilities become payable after the closing, in each case.

As reported in the Troubled Company Reporter on Nov. 22, 2013,
Law360 reported that bankrupt auto parts maker MSD Performance
Inc. announced on Nov. 19 that it would sell itself as a going
concern to Z Capital Partners LLC, having accepted the private
equity firm's $78 million offer.

According to the report, the Texas-based parts maker, which had
been aiming to sell itself through a Section 363 auction, tapped
Z Capital as the winning bidder after the firm was the only party
to submit a qualified offer by the Nov. 18 bid deadline.

                           Sale Objections

Infor (US), Inc. objected to the Debtors' sale motion stating that
the Debtors must not be allowed to assume or assign the Infor
agreement.

The Official Committee of Unsecured Creditors submitted a
preliminary objection and reservation of rights to the Debtors'
sale motion.

The City of El Paso asserted that its ad valorem tax liens
pertaining to the subject properties must attach to the sales
proceeds and that the closing agent must pay all ad valorem taxes
owed incident to the subject properties immediately upon closing
and prior to any disbursement of proceeds to any other person or
entity; or alternatively, to provide the adequate protection for
the tax claims required by the Bankruptcy Code, the City of El
Paso requested the Court require the Debtor to set aside, in a
segregated escrow account, sale proceeds in an amount equivalent
to its tax claims.

                Some Assets Excluded From Sr. Liens

The Court also has approved a stipulation among MSD Performance,
Inc., et al., Z Capital Special Situation Fund II, L.P., and the
Official Committee of Unsecured Creditors regarding the exclusion
of certain assets from senior liens.

                       About MSD Performance

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

MSD Performance and its U.S. affiliates sought Chapter 11
protection (Bankr. D. Del. Lead Case No. 13-12286) on Sept. 6,
2013.  Ron Turcotte signed the petitions as CEO.  The Debtors
disclosed $30,305,656 in assets and $129,242,63 is liabilities as
of the Chapter 11 filing.

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

The Official Committee of Unsecured Creditors appointed in the
case retained Blank Rome LLP as counsel, and Carl Marks Advisory
Group LLC as financial advisors.


MT LAUREL LODGING: Sec. 341 Meeting of Creditors Set for Dec. 17
----------------------------------------------------------------
The U.S. Trustee for Region 10 will convene a meeting of creditors
on Dec. 17, 2013, at 1:30 p.m., in the Chapter 11 cases of Mt.
Laurel Lodging Associates, LLP, et al.  The meeting will be held
at Room 416B, U.S. Courthouse, Indianapolis.

Objections to dischargeability are due by Feb. 18, 2014.

Mt. Laurel Lodging Associates, LLP and its debtor-affiliates filed
for separate Chapter 11 protection (Bankr. S.D. Ind. Lead Case No.
13-11697) on Nov. 4, 2013.

Bankruptcy Judge Robyn L. Moberly presides over the case.  Brian
A. Audette, Esq., at Perkins Coie LLP, and Andrew T Kight, Esq.,
at Taft, Stettinius & Hollister LLP represent the Debtor in their
restructuring efforts.  The Debtor estimated assets and debts at
$10 million to $50 million.  The petitions were signed by Bharat
Patel, general partner.


MT LAUREL LODGING: Seeks Valuation of Chicago Bank's Secured Claim
------------------------------------------------------------------
Mt. Laurel Lodging Associates, LLP, asks the U.S. Bankruptcy Court
for the Southern District of Indiana to determine the value of the
National Republic Bank of Chicago's secured claim.

According to the Debtor, on Oct. 25, 2007, the Debtor obtained a
loan from NRB in the original principal amount of $15 million to
build the Hotel.  From January 2009 through October 2011, the Loan
Documents were amended six times.  The Loan matured on Oct. 23,
2013.

NRB has not yet filed a proof of claim and the Debtor reserves the
right to contest the claim on any basis if or when the claim is
filed.

In this connection, the Debtor wants to determine the amount of
NRB's secured claim, if any, to determine NRB's treatment under a
reorganization plan that the Debtor intends to file.

             About Mt. Laurel Lodging Associates, LLP

Mt. Laurel Lodging Associates, LLP and its debtor-affiliates filed
for separate Chapter 11 protection (Bankr. S.D. Ind. Lead Case No.
13-11697) on Nov. 4, 2013.

Bankruptcy Judge Robyn L. Moberly presides over the case.  Brian
A. Audette, Esq., at Perkins Coie LLP, and Andrew T Kight, Esq.,
at Taft, Stettinius & Hollister LLP represent the Debtor in their
restructuring efforts.  The Debtor estimated assets and debts at
$10 million to $50 million.  The petitions were signed by Bharat
Patel, general partner.


MUSCLEPHARM CORP: Sells $1.25 Million Warrants
----------------------------------------------
MusclePharm Corporation entered into a Stock Purchase Agreement
with certain accredited investors pursuant to which the Company
sold warrants to purchase 10,000,000 shares of BioZone
Pharmaceutical, Inc.'s common stock to the Purchasers for an
aggregate purchase price of $1,250,000.

                          About MusclePharm

Headquartered in Denver, Colorado, MusclePharm Corporation
(OTC BB: MSLP) -- http://www.muslepharm.com/-- is a healthy life-
style company that develops and manufactures a full line of
National Science Foundation approved nutritional supplements that
are 100 percent free of banned substances.  MusclePharm is sold in
over 120 countries and available in over 5,000 U.S. retail
outlets, including GNC and Vitamin Shoppe.  MusclePharm products
are also sold in over 100 online stores, including
bodybuilding.com, Amazon.com and Vitacost.com.

The Company reported a net loss of $23.28 million in 2011,
compared with a net loss of $19.56 million in 2010.  The Company's
balance sheet at Sept. 30, 2013, showed $41.54 million in total
assets, $18.87 million in total liabilities and $22.67 million in
total stockholders' equity.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, Berman & Company,
P.A., in Boca Raton, Florida, expressed substantial doubt about
the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has a net loss of
$23,280,950 and net cash used in operations of $5,801,761 for the
year ended Dec. 31, 2011; and has a working capital deficit of
$13,693,267, and a stockholders' deficit of $12,971,212 at
Dec. 31, 2011.


NEW CENTURY TRS: Amended Galope Fraud Lawsuit Dismissed
-------------------------------------------------------
Bankruptcy Judge Kevin J. Carey dismissed the adversary complaint
HELEN GALOPE, Plaintiff, v. NEW CENTURY MORTGAGE CORP., et al.
Defendants, Adv. Pro. No. 12-51000 (Bankr. D. Del.).

The parties' dispute stemmed from the disallowance of Plaintiff
Helen Galope's Claim No. 4131 which she filed for $350,000 plus
unliquidated amounts.  Ms. Galope stated that the basis for her
claim is a "mortgage note" in the original principal amount of
$522,000 in favor of New Century Mortgage Corporation as lender.

Sunsequently, Ms. Galope filed a second adversary complaint in
November 2012 asserting against New Century TRS Holdings, Inc., et
al., fraud, intentional misrepresentation, civil conspiracy, and
breach of good faith, among other things.

Alan M. Jacobs, as liquidating trustee of the New Century
Liquidating Trust, asked the Court to dismiss the complaint.

On review, Judge Carey concluded that the Bankruptcy Court lacks
jurisdiction to hear the 12 claims asserted under the adversary
complaint, which arise out of the same subject matter as the
Galope Claim, because his decision disallowing and expunging the
Galope Claim is the subject of an appeal.  In the alternative,
even if the Court has jurisdiction, Judge Carey said the 12 Claims
should be dismissed as untimely, since they were filed years after
the Bar Date.  Moreover, because the Galope Claim has been
disallowed and expunged, Ms. Galope does not have standing to
assert Claims Five and Six on civil conspiracy in the adversary
complaint; therefore, Claims Five and Six will also be dismissed,
the judge said.

A copy of Judge Carey's Oct. 16, 2013 Memorandum is available at
http://is.gd/zzO3FMfrom Leagle.com.

                       About New Century

Founded in 1995, Irvine, Calif.-based New Century Financial
Corporation (NYSE: NEW) -- http://www.ncen.com/-- was a real
estate investment trust, providing mortgage products to borrowers
nationwide through its operating subsidiaries, New Century
Mortgage Corporation and Home123 Corporation.   The Company was
among firms hit by the collapse of the subprime mortgage business
industry in 2006.

The company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2007 (Bankr. D. Del. Lead Case No.
07-10416).  Suzzanne Uhland, Esq., Austin K. Barron, Esq., and Ana
Acevedo, Esq., at O'Melveny & Myers LLP, and Mark D. Collins,
Esq., Michael J. Merchant, Esq., and Jason M. Madron, Esq., at
Richards, Layton & Finger, P.A., represent the Debtors.  The
Official Committee of Unsecured Creditors selected Hahn & Hessen
as its bankruptcy counsel and Blank Rome LLP as its co-counsel.

When the Debtors filed for bankruptcy, they disclosed total assets
of $36,276,815 and total debts of $102,503,950.

The Company sold its assets in transactions approved by the
Bankruptcy Court.

The Bankruptcy Court confirmed the Second Amended Joint Chapter 11
Plan of Liquidation of the Debtors and the Official Committee of
Unsecured Creditors on July 15, 2008, which became effective on
Aug. 1, 2008.  An appeal was taken and, on July 16, 2009, District
Judge Sue Robinson issued a Memorandum Opinion reversing the
Confirmation Order.  On July 27, 2009, the Bankruptcy Court
entered an Order Granting Motion of the Trustee for an Order
Preserving the Status Quo Including Maintenance of Alan M. Jacobs
as Liquidating Trustee, Plan Administrator and Sole Officer and
Director of the Debtors, Pending Entry of a Final Order Consistent
with the District Court's Memorandum Opinion.

On Nov. 20, 2009, the Court entered an Order confirming the
Modified Second Amended Joint Chapter 11 Plan of Liquidation.  The
Modified Plan adopted, ratified and confirmed the New Century
Liquidating Trust Agreement, dated as of Aug. 1, 2008, which
created the New Century Liquidating Trust and appointed Alan M.
Jacobs as Liquidating Trustee of New Century Liquidating Trust and
Plan Administrator of New Century Warehouse Corporation.


NNN 3500: Dec. 9 Hearing on Motion to Terminate Exclusivity
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
will convene a hearing on Dec. 9, 2013, at 9 a.m., to consider
Strategic Acquisition Partners LLC's motion to extend or limit the
exclusivity period of NNN 3500 Maple 26, LLC, et al.

Strategic Acquisition, in an expedited motion, asked the Court to
terminate the Debtors' exclusivity, stating that it intends to
propose a Chapter 11 plan itself or through a to-be created
company.

Strategic Acquisition, a creditor and party-in-interest, related
that the Plan would propose full satisfaction to all creditors and
interest holders through a large, cash infusion which would, among
other things: (i) cure and reinstate secured debt, without
modification of the same; (ii) pay general unsecured creditors in
full; (iii) leave value for the Debtors' interest holders; (iv)
transfer ownership of the Property to the Movant or its designee;
and (v) recapitalize the Debtors' business.

                   About NNN 3500 Maple 26, LLC

NNN 3500 Maple 26, LLC, based in Costa Mesa, Calif., filed for
Chapter 11 bankruptcy (Bankr. C.D. Calif. Case No. 12-23718) on
Nov. 30, 2012. Judge Scott C. Clarkson presided over the case.
In its schedules, the Debtor disclosed $45,563,241 in total assets
and $46,658,593 in total liabilities.

On Jan. 23, 2013, the Bankruptcy Court entered an order
transferring venue of the bankruptcy case to the U.S. Bankruptcy
Court for the Northern District of Texas (Case No. 13-30402).
Judge Harlin DeWayne Hale presides over the case.

Darvy M. Cohan, Esq., with offices at La Jolla, Calif., and
Michelle V. Larson, Esq., at Andrews Kurth LLP, in Dallas,
represent the Debtor as counsel.


NNN 3500: Plan Proposes to Pay All Creditors in Full
----------------------------------------------------
On behalf of NNN 3500 MAPLE 26, LLC, et al., Michelle V. Larson,
Esq., at Andrews Kurth LLP, submitted to the U.S. Bankruptcy Court
for the Northern District of Texas a Disclosure Statement and
Joint Plan of Reorganization dated Nov. 7, 2013.

The Plan proposes to pay in full all creditors.  The Reorganized
Debtors will assume the liability for and obligation to perform
and make all distributions or payments on account of all Allowed
Claims.

Payments to be made under the Plan will be funded from (1) the net
operational profits (positive cash flow) generated by the
property, after allowance of operational expenses and reserves,
(2) the cash infusion from an investor, and (3) to the extent
necessary, other sources of funds, including a cash infusion from
the Debtors or the non-Debtor TICs or future borrowings.  The cash
infusion will be used to fund, inter alia, payment of Allowed
Administrative Expenses and Allowed Claims, the completion of a
to-be-finalized capital improvement plan for the property, tenant
improvement costs and leasing commissions with respect to the
Property, and operating shortfalls as needed.

A copy of the Disclosure Statement is available for free at:

     http://bankrupt.com/misc/NNN_3500_ds.pdf

                    About NNN 3500 Maple 26, LLC

NNN 3500 Maple 26, LLC, based in Costa Mesa, Calif., filed for
Chapter 11 bankruptcy (Bankr. C.D. Calif. Case No. 12-23718) on
Nov. 30, 2012. Judge Scott C. Clarkson presided over the case.
In its schedules, the Debtor disclosed $45,563,241 in total assets
and $46,658,593 in total liabilities.

On Jan. 23, 2013, the Bankruptcy Court entered an order
transferring venue of the bankruptcy case to the U.S. Bankruptcy
Court for the Northern District of Texas (Case No. 13-30402).
Judge Harlin DeWayne Hale presides over the case.

Darvy M. Cohan, Esq., with offices at La Jolla, Calif., and
Michelle V. Larson, Esq., at Andrews Kurth LLP, in Dallas,
represent the Debtor as counsel.


NNN 3500: Balks at CWCAM's Motion to Dismiss Chapter 11 Case
------------------------------------------------------------
NNN 3500 MAPLE 26, LLC, et al., objected to the motion filed by
Cwcapital Asset Management, LLC, to dismiss the Debtor's
restructuring case.  The Debtor said the motion was based solely
on the argument that the cases were filed in bad faith.

According to the Debtors, CWCAM's argument is meritless.  The
Debtors' cases were not filed as part of a serial filing scheme
for purposes of delay, but rather to address concerns raised by
the Court in its prior rulings.

                    About NNN 3500 Maple 26, LLC

NNN 3500 Maple 26, LLC, based in Costa Mesa, Calif., filed for
Chapter 11 bankruptcy (Bankr. C.D. Calif. Case No. 12-23718) on
Nov. 30, 2012. Judge Scott C. Clarkson presided over the case.
In its schedules, the Debtor disclosed $45,563,241 in total assets
and $46,658,593 in total liabilities.

On Jan. 23, 2013, the Bankruptcy Court entered an order
transferring venue of the bankruptcy case to the U.S. Bankruptcy
Court for the Northern District of Texas (Case No. 13-30402).
Judge Harlin DeWayne Hale presides over the case.

Darvy M. Cohan, Esq., with offices at La Jolla, Calif., and
Michelle V. Larson, Esq., at Andrews Kurth LLP, in Dallas,
represent the Debtor as counsel.


OCZ TECHNOLOGY: To Sell to Toshiba via Chapter 11
-------------------------------------------------
OCZ Technology Group, Inc., on Dec. 2 disclosed it has signed an
asset purchase agreement to sell all of its assets to Toshiba
Corporation for $35 million in a chapter 11 bankruptcy proceeding.

According to Toshiba, the transaction will be completed through a
sale and auction process pursuant to Section 363 of the U.S.
Bankruptcy Code, and subject to approval by the bankruptcy court
supervising OCZ Technology's Chapter 11 bankruptcy.  If Toshiba is
selected as the successful bidder, subject to court and other
regulatory approvals, Toshiba expects to complete the acquisition
in January 2014.

Toshiba will acquire OCZ's client and enterprise solid state drive
business.  OCZ will continue to operate and serve existing and
future customers during this process.

Toshiba has agreed to provide OCZ with DIP financing to ensure
that there is adequate capital and flash supply to support the
business during the contemplated sale period.  The consummation of
the asset purchase agreement is subject to an auction and approval
by the bankruptcy court in the Company's bankruptcy case.

"We are excited to participate in this opportunity.  If our bid is
successful, the combination of our leading NAND technology with
OCZ's SSD expertise will allow us to further strengthen Toshiba's
SSD business," said Mr. Seiichi Mori, Vice President of Toshiba's
Semiconductor and Storage Company and Corporate Vice President of
Toshiba.  "We value OCZ's SSD business and technology in both the
consumer and enterprise markets, and we are confident that it will
reinforce our capabilities and help us to secure leadership in the
SSD market."

"OCZ looks forward to becoming part of Toshiba, a world leader in
flash memory and storage solutions," explained Ralph Schmitt CEO
of OCZ Technology.  "Toshiba brings the necessary capital and NAND
flash supply and expertise, which together with our leading edge
solid state drive technology will enable us to provide client and
enterprise customers with a very compelling total storage
solution.  This combination will make for an unstoppable force in
the highly competitive SSD market."


This transaction has been approved by the Board of Directors of
OCZ, and it is expected that the sale will close within
approximately 60 days.

                         OCZ Business

This acquisition will provide Toshiba with access to OCZ's
proprietary controllers, firmware and software, as well as the
teams responsible for bringing these solutions to market, in
addition to OCZ's established brand and sales channels.  This
strategic opportunity will bring critical controller IP and NAND
supply all under one global organization, allowing for an even
more robust and competitive solid state solution offering for all
of OCZ's and Toshiba's mutual customers moving forward.

"Over the past year, OCZ has dealt with numerous issues which have
stressed the company's capital structure and operating model,
posing a challenge to achieving near term profitability.  The
combination of NAND flash supply constraints and credit issues
have impacted our ability to satisfy the demands of our customers;
this combined with increased pricing pressure in our industry have
contributed to our on-going operating losses.  On an operational
basis, we completed a complex investigation, several
restructurings and a multi-year restatement that added
significantly to our working capital requirements," stated Ralph
Schmitt, CEO of OCZ.  "We have been working diligently on this
partnership with Toshiba and we believe that this is the best
outcome under our current corporate conditions."

"We are excited to participate in this opportunity.  If our bid is
successful, the combination of our leading NAND technology with
OCZ's SSD expertise will allow us to further strengthen Toshiba's
SSD business," said Mr. Seiichi Mori, Vice President of Toshiba's
Semiconductor and Storage Company and Corporate Vice President of
Toshiba.  "We value OCZ's SSD business and technology in both the
consumer and enterprise markets, and we are confident that it will
reinforce our capabilities and help us to secure leadership in the
SSD market."

                          About OCZ

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


OVERLAND STORAGE: Marathon Capital Held 15% Stake at Nov. 25
------------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, Marathon Capital Management, LLC, disclosed
that as of Nov. 25, 2013, it beneficially owned 5,823,864 shares
of common stock of Overland Storage Inc. representing 15 percent
of the shares outstanding.  Marathon Capital previously reported
beneficial ownership of 5,102,916 common shares or 17.3 percent
equity stake at Feb. 15, 2013.  A copy of the regulatory filing is
available for free at http://is.gd/R3xrf4

                       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.


PANACHE BEVERAGE: Using Social Media to Distribute Information
--------------------------------------------------------------
Panache Beverage, Inc., informed investors and others that it
provides material information using Securties and Exchange
Commission filings and press releases.  In the future, the Company
will continue to use these channels to distribute material
information about the Company and may also utilize its Web site
(www.panachespirits.com), public conference calls and webcasts and
various social media to communicate important information about
the Company, key personnel, new brands and services, trends, new
marketing campaigns, corporate initiatives and other matters.
Information that the Company posts on its Web site or on social
media channels could be deemed material; therefore, the Company
encourages investors, the media, its customers, business partners
and others interested in the Company to review the information.

Facebook:
(https://www.facebook.RealWodkaVodka)
(https://www.facebook.Alibiwhiskey)
(https://www.facebook.Alchemiainfusions)

Twitter:
(https://twitter.com/RealWodkaVodka)
(https://twitter.com/alibiwhiskey)
(https://twitter.com/AlchemiaInfused)

Instagram.com: wodkavodka
Instagram.com: alibiwhiskey

                      About Panache Beverage

New York-based Panache Beverage, Inc., specializes in the
strategic development and aggressive early growth of spirits
brands establishing its assets as viable and attractive
acquisition candidates for the major global spirits companies.
Panache builds its brands as individual acquisition candidates
while continuing to develop its pipeline of new brands into the
Panache portfolio.

Silberstein Ungar, PLLC, in Bingham Farms, Michigan, expressed
substantial doubt about the Company's ability to continue as a
going concern, following its audit of the Company's financial
statements for the year ended Dec. 31, 2012.  The independent
auditors noted that the Company has negative working capital, and
has incurred losses from operations.

The Company's balance sheet at Sept. 30, 2013, showed $9.24
million in total assets, $14.67 million in total liabilities and a
$5.42 million total deficit.


PHYSIOTHERAPY HOLDINGS: No Unsecured Creditors Committee Appointed
------------------------------------------------------------------
Roberta A. DeAngelis, the United States Trustee for Region 3
notified the U.S. Bankruptcy Court for the District of Delaware
that a committee of unsecured creditors has not been appointed
in the Chapter 11 cases of Physiotherapy Holdings, Inc. and its
debtor-affiliates because no unsecured creditor responded to the
U.S. Trustee's communication for service on the committee.

                     About Physiotherapy Holdings

Physiotherapy Holdings, Inc., and its affiliates sought protection
under Chapter 11 of the Bankruptcy Code on Nov. 12, 2013 (Bankr.
D.Del. Case No. 13-12965).  The Debtors are the largest pure-play
provider of outpatient physical therapy services in the United
States with a national footprint of 581 outpatient rehabilitation
and orthotics & prosthetics clinics located in 29 states plus the
District of Columbia.

The Debtor is represented by Domenic E. Pacitti, Esq., and Michael
W. Yurkewicz, Esq., at Klehr Harrison Harvey Branzburg, LLP, in
Wilmington, Delaware; Morton Branzburg, Esq., at Klehr Harrison
Harvey Branzburg LLP, in Philadelphia, Pennsylvania; and Jonathan
S. Henes, P.C., Esq., Nicole L. Greenblatt, Esq., and David S.
Meyer, Esq., at Kirkland & Ellis LLP, in New York.

The Ad Hoc Committee of Senior Noteholders is represented by
Michael L. Tuchin, Esq., and David A. Fidler, Esq., at Klee,
Tuchin, Bogdanoff & Stern LLP, in Los Angeles, California.

U.S. Bank, National Association, as Bridge Loan Agent, is
represented by Stacey Rosenberg, Esq., at Latham & Watkins LLP, in
Los Angeles, California.

The Bank of New York Mellon Trust Company, N.A., as Senior Notes
Indenture Trustee, is represented by Eric A. Schaffer, Esq., at
Reed Smith, in Pittsburgh, Pennsylvania.

The Consenting Shareholders are represented by Michael J. Sage,
Esq., Matthew L. Larrabee, Esq., and Nicole B. Herther-Spiro,
Esq., at Dechert LLP, in New York.


PROMMIS HOLDINGS: Plan Provides Conclusion of Asset Liquidation
---------------------------------------------------------------
Prommis Holdings, LLC, et al., filed with the U.S. Bankruptcy
Court for the District of Delaware a Disclosure Statement and Plan
of Liquidation dated Nov. 12, 2013.

The Plan contemplates the liquidation of the Debtors' remaining
assets and distribution to creditors.  The Plan designates for the
Company 9 classes of claims and interests.

The material terms of the plan include, among other things:

   1. The Company will conclude that liquidation of its assets
      pursuant to the Plan.  To the extent proceeds are available
      for distribution, allowed claims receiving distributions
      will be paid on, or as soon as practicable after, the
      Effective Date.

   2. Secured lender claims will receive distributions of all
      realized secured lender cash collateral and any secured
      lender other collateral, subject only to permitted
      expenditures and terms of the carve out.

   3. Allowed general unsecured claims will receive on account of
      the allowed general unsecured claim such holder's pro rate
      share of any proceeds of the respective Liquidating Trust
      assets, only after satisfaction in full of all allowed
      claims in Classes 1, 2, 3 and 4 with interest and fees as
      allowable under applicable law.

   4. Holders of Intercompany claims will receive no distribution
      on account of the Intercompany claims.

In this relation, the Debtors set this plan-related schedule:

      Nov. 26:            Deadline for objections to adequacy of
                          information in the Disclosure Statement

      Dec. 11:            Deadline for filing written ballots
                          accepting or rejecting the Plan

      Dec. 11:            Deadline for objection to confirmation

      Dec. 16
      at 10:30 a.m.:      Hearing on confirmation of plan.

A copy of the Disclosure Statement is available for free at:

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

                     About Prommis Holdings

Atlanta, Georgia-based Prommis Holdings, LLC, and its 10
affiliates delivered their petitions for voluntary bankruptcy
under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case
No. 13-10551) on March 18, 2013.

Three subsidiaries -- EC Closing Corp., EC Closing Corp. of
Washington, and EC Posting Closing Corp. -- sought Chapter 11
protection (Bankr. D. Del. Case Nos. 13-11619 to 13-11621) on
June 25, 2013.

Prommis Holdings estimated assets between $10 million and $50
million and debts between $50 million and $100 million.  Prommis
Solutions, LLC, a debtor-affiliate disclosed $18,488,803 in assets
and $260,232,313 in liabilities as of the Chapter 11 filing.

Judge Brendan Linehan Shannon presides over the case.  Steven K.
Kortanek, Esq., at Womble Carlyle Sandridge & Rice, LLP, serves as
the Debtors' counsel, while David S. Meyer, Esq., at Kirkland &
Ellis LLP serves as co-counsel.  The Debtors' restructuring
advisor is Huron Consulting Services, LLC.  Donlin Recano &
Company, Inc., is the Debtors' claims agent.

The Official Committee of Unsecured Creditors tapped Saul Ewing
LLP and Hahn & Hessen LLP as its co-counsels, and FTI Consulting,
Inc., as its financial advisor.


PROMMIS HOLDINGS: Has Until Jan. 14 to File Chapter 11 Plan
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended
Prommis Holdings, LLC, et al.'s exclusive periods to file a
Chapter 11 Plan until Jan. 14, 2014, and solicit acceptances for
that Plan until March 17, 2014.

In seeking an extension of their exclusivity periods, the Debtors
explained: "At this juncture in their cases, the Debtors believe
that it is highly prudent, and appropriate from a cost-benefit
standpoint, to seek a further extension of the Exclusive Periods.
Under the circumstances of these cases, the plan process could
only begin in earnest after the highly expedited sales processes
and related transactional and litigation matters concluded.  The
cases to date have been marked almost exclusively by consensus and
dealmaking among the Debtors' key stakeholders as to how to
proceed and how to conclude the cases.  However, over the last 45
days, the Debtors have become embroiled in litigation with Cypress
Innovations, Inc. -- the purchaser in the last of the four sale
transactions in these cases.  Despite this new interruption, it
remains the Debtors' intention to move the plan process forward
promptly, and in that connection, the extensions requested herein
will allow the plan process to move forward without the risk of
the substantial additional costs and disruption that could follow
an expiration of either of the exclusive periods."

The Debtors requested that the Court extend the exclusive periods
and set all of the Debtors' cases on the same plan track by
establishing the same Exclusive Periods for all of the cases.

As reported in the Troubled Company Reporter on Nov. 6, 2013, this
is the EC Debtors' first request for an extension of the Exclusive
Periods, and the Prommis Debtors' second request for extension.

                     About Prommis Holdings

Atlanta, Georgia-based Prommis Holdings, LLC, and its 10
affiliates delivered their petitions for voluntary bankruptcy
under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case
No. 13-10551) on March 18, 2013.

Three subsidiaries -- EC Closing Corp., EC Closing Corp. of
Washington, and EC Posting Closing Corp. -- sought Chapter 11
protection (Bankr. D. Del. Case Nos. 13-11619 to 13-11621) on
June 25, 2013.

Prommis Holdings estimated assets between $10 million and $50
million and debts between $50 million and $100 million.  Prommis
Solutions, LLC, a debtor-affiliate disclosed $18,488,803 in assets
and $260,232,313 in liabilities as of the Chapter 11 filing.

Judge Brendan Linehan Shannon presides over the case.  Steven K.
Kortanek, Esq., at Womble Carlyle Sandridge & Rice, LLP, serves as
the Debtors' counsel, while David S. Meyer, Esq., at Kirkland &
Ellis LLP serves as co-counsel.  The Debtors' restructuring
advisor is Huron Consulting Services, LLC.  Donlin Recano &
Company, Inc., is the Debtors' claims agent.

The Official Committee of Unsecured Creditors tapped Saul Ewing
LLP and Hahn & Hessen LLP as its co-counsels, and FTI Consulting,
Inc., as its financial advisor.


RED APPLE PROPERTIES: Case Summary & 4 Top Unsecured Creditors
--------------------------------------------------------------
Debtor: Red Apple Properties, LLC
        P.O. Box 1359
        Pembroke, NC 28372

Case No.: 13-07417

Chapter 11 Petition Date: December 1, 2013

Court: United States Bankruptcy Court
       Eastern District of North Carolina

Debtor's Counsel: Stephen G Inman, Esq.
                  P.O. Drawer 53007
                  Fayetteville, NC 28305-3007
                  Tel: 910 483-4990
                  Fax: 910 483-6822
                  Email: sgi@mcilaw.com

Total Assets: $5.01 million

Total Liabilities: $1.69 million

The petition was signed by Freda Porter, member/manager.

A list of the Debtor's four largest unsecured creditors is
available for free at http://bankrupt.com/misc/nceb13-7417.pdf


RESIDENTIAL CAPITAL: Confirmation Trial to Wrap Up This Month
-------------------------------------------------------------
The battle between Residential Capital LLC and a group of
bondholders over hundreds of millions of dollars -- as well as
confirmation of ResCap's proposed liquidation plan -- won't be
resolved for at least two weeks as attorneys agreed on Nov. 25 to
argue the issues one last time in December, Law360 reported.

On the fifth day of the second phase of a trial over an ad hoc
group of junior secured noteholders' bid for $342 million in
postpetition interest, attorneys for both sides said they would
return to court today, Nov. 27.

In support of the Chapter 11 Plan jointly filed by ResCap and its
debtor affiliates and the Official Committee of Unsecured
Creditors, the Debtors asserted that the objection filed by the
bondholder group should be viewed in the appropriate context and
not permitted to torpedo the remarkable accomplishments embodied
in the Plan.

The Debtors stated, "The JSN Objection thus should be viewed as
merely the latest scorched earth litigation tactic of a
constituency determined to extract more than its legal
entitlement.  The Phase I trial demonstrated that the JSNs are
undersecured and have no adequate protection claim because their
aggregate collateral has increased in value during these cases.
But the JSNs keep spinning ever more far-fetched theories to
expand the scope and value of their purported  collateral, the
latest two of which form the centerpiece of their Objection and
Phase II trial strategy."

Ally Financial Inc. and Ally Bank, which agreed to fund the Plan
with $2.1 billion, pointed out that the JSNs are now objecting to
the Plan that provides them an even better recovery compared to
the $750 million prepetition settlement that they supported.  Ally
argued that its substantial contribution to the Plan warrants the
third party release -- even as to the few creditors who have not
provided consent and the handful of creditors who objected to it.

                     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: Ally Settlement Approved
---------------------------------------------
Judge Martin Glenn of the U.S. Bankruptcy Court for the Southern
District of New York approved the settlement among Residential
Capital, the Official Committee of Unsecured Creditors, and Ally
Financial Inc. and its non-debtor affiliates.

The settlement is ancillary to a separate settlement between Ally
and the Federal Housing Finance Agency, resolving billions of
dollars of claims brought by the FHFA as conservator for the
Federal Home Loan Mortgage Corporation ("Freddie Mac") related to
the Debtors' residential mortgage-backed securities.

Pursuant to the Settlement Agreement, and subject to the
occurrence of the effective date of the Plan, (i) the claims of
FHFA in the Debtors' bankruptcy cases will be allowed in the
amount of $1.2 billion against Debtor Residential Funding Company,
LLC; and (ii) the Allowed FHFA Claim will not be subject to
subordination and will receive a cash distribution of $24 million
on the effective  date of the Plan.

                     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: Settlement With Credit Unions Approved
-----------------------------------------------------------
Judge Martin Glenn approved a settlement agreement among
Residential Capital LLC and its debtor-affiliates, the National
Credit Union Administration Board as liquidating agent for Western
Corporate Federal Credit Union and U.S. Central Federal Credit
Union.  The settlement resolves more than $290 million in claims
related to the Debtors' residential mortgage-backed securities.

Pursuant to the Settlement Agreement, and subject to the
occurrence of the Effective Date, the NCUAB Claims will be allowed
as general unsecured claims in the aggregate amount of $78 million
as follows: $149,000 against Debtor Residential Funding Mortgage
Securities II and $77,851,000 against Debtor Residential Accredit
Loans, Inc.  The Settlement further provides that the allowed
NCUAB Claims will not be subject to subordination.

Judge Glenn overruled on the merits all objections to the
Settlement.  The only party who objected to the Settlement is the
Ad Hoc Committee of Junior Secured Noteholders, which complained
that the settlement fails to recognize the mandatory subordination
of RMBS-related claims, and thus violates the absolute priority
rule.  The Debtors argued that the JSNs' objection is not an
objection to the reasonableness of the settlement but a rehash of
their objection to the Joint Chapter 11 Plan.

                     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: Judge Approves Deal with Housing Regulator
---------------------------------------------------------------
Patrick Fitzgerald, writing for The Wall Street Journal, reported
that a federal judge approved Residential Capital LLC's settlement
with the Federal Housing Finance Agency resolving billions of
dollars in claims tied to mortgage-backed securities sold to
mortgage finance firms Fannie Mae and Freddie Mac during the
financial crisis.

According to the report, Judge Martin Glenn of the U.S. Bankruptcy
Court in New York signed off on ResCap's settlement with FHFA, the
government overseer of Fannie and Freddie. The agreement is an
ancillary pact tied to a settlement the housing regulator struck
last month with ResCap's parent, the government-backed auto lender
Ally Financial Inc.

Under the deal, FHFA will receive a $1.2 billion claim against
ResCap's bankruptcy estate and will retain some of its mortgage-
related claims against Ally, the report related.

Under ResCap's restructuring plan, most unsecured creditors would
receive around 35 cents on the dollar, though specific recoveries
depend upon whether ResCap or one of its affiliates actually owes
the money, the report added.  FHFA will also receive $24 million
in cash when the subprime mortgage lender exits bankruptcy.

The housing-finance regulator sued Ally and 17 other banks in
2011, alleging they sold shoddy mortgage securities to Freddie Mac
and Fannie Mae leading up to the financial crisis, the report
said.

                     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).


SCOTTSDALE VENETIAN: Confirmation Hearing Continued Until Dec. 10
-----------------------------------------------------------------
The Bankruptcy Court, in the minutes of the Nov. 7, 2013 hearing,
continued until Dec. 10 at 10:45 a.m., the preliminary hearing to
consider confirmation of Scottsdale Venetian Village LLC's Second
Amended Plan of Reorganization; and First National Bank of
Hutchinson's motion for relief from stay.

The Plan provides for the payment of outstanding obligations by
the proceeds from the continued operation of Days Hotel located at
5101 N. Scottsdale Road, in Scottsdale, Arizona, and the adjacent
Papi Chulo's Mexican Grill & Cantina.

Bankruptcy Judge George B. Nielsen on Sept. 23, 2013, approved the
adequacy of the Second Amended Disclosure Statement explaining the
Plan.

              Outline and Summary of 2nd Amended Plan

The Second Amended Plan was filed Sept. 19.  With the exception of
the Allowed Administrative Claims in Class 1-A, all the Creditors
of the Debtor are impaired under the terms of the Plan.

The amount of First National Bank of Hutchinson's Allowed Secured
Claim in Class 2-A will be limited to the value of its collateral,
as determined by the Court, and any amount by which FNBH's Allowed
Claim exceeds the value of its collateral will be deemed to be an
unsecured Claim, pursuant to Sec. 506(a) of the Bankruptcy Code,
and treated as part of Class 3-B.  The Debtor intends to pay the
full amount of FNBH's Allowed Secured Claim, with interest, over a
period of 12 years.

The Day Inn Note will be treated, and retired, in accordance with
its terms, but for the date upon which payment is due in the event
of acceleration.  In the event of an acceleration, the Debtor will
be permitted 90 days in which to pay the remaining balance of the
Days Inn Note.

Holders of Allowed Unsecured Claims in Class 3-B, which consist of
Unsecured Claims that are not specifically treated elsewhere in
the Plan, will be paid in full, with interest accruing at the Plan
Rate, in equal quarterly installments commencing on the Effective
Date and concluding on the eighth anniversary of the Effective
Date.  Any Insider that holds a Claim included in this Class will
not be paid anything on account of such Claim until all other
Claims against the Debtor are paid in full.

Class 4 Interest Holders will retain their equity interests, and
constitute the New Interest Holders in the Reorganized Debtor.

The Plan will be funded by the operations of the Hotel and
Restaurant.  According to papers filed with the Court, although
the Debtor's projections do not anticipate the need for any
material infusion of cash, to the extent any such infusion is
necessary, it will be made from either the Debtor's Interest
Holder -- Perez Holdings II, LLC -- or a third-party investor,
likely through the sale of a portion of the Interest Holder's
equity interest in the Debtor.

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

        http://bankrupt.com/misc/SCOTTSDALE_VENETIAN_2ds.pdf

                   About Scottsdale Venetian

Scottsdale Venetian Village, LLC, operates the Days Hotel located
at 5101 N. Scottsdale Road, in Scottsdale, Arizona.  The Company
also operates Papi Chulo's Mexican Grill & Cantina, located
immediately adjacent to the hotel.  The hotel consists of 211
guest rooms and, among other things, facilities for meetings and
banquets.

Scottsdale Venetian Village filed a Chapter 11 petition (Bankr. D.
Ariz. Case No. 13-02150) on Feb. 19, 2013, in Phoenix, estimating
at least $10 million in assets and less than $10 million in
liabilities.

The Debtor is represented by John J. Hebert, Esq., and Wesley D.
Ray at Polsinelli Shughart, P.C., in Phoenix.  Charles B. Foley,
CPA, PLLC serves as the Debtor's accountant.


SCOTTSDALE VENETIAN: Wants Exclusivity Extended; In Buyout Talks
----------------------------------------------------------------
Scottsdale Venetian Village LLC has asked the U.S. Bankruptcy
Court for the District of Arizona further extend until Feb. 17,
2014, its exclusive period to file an amended plan of
reorganization and solicit acceptances for that plan.

The Debtor explained in papers filed November that the extension
is necessary to allow the Debtor to amend its plan to account for
the sizeable infusion of cash that could result from a potential
acquisition of the Debtor that is being negotiated, and to
thereafter obtain approval of an amended disclosure statement and
move toward confirmation of such plan.

                   About Scottsdale Venetian

Scottsdale Venetian Village, LLC, operates the Days Hotel located
at 5101 N. Scottsdale Road, in Scottsdale, Arizona.  The Company
also operates Papi Chulo's Mexican Grill & Cantina, located
immediately adjacent to the hotel.  The hotel consists of 211
guest rooms and, among other things, facilities for meetings and
banquets.

Scottsdale Venetian Village filed a Chapter 11 petition (Bankr. D.
Ariz. Case No. 13-02150) on Feb. 19, 2013, in Phoenix, estimating
at least $10 million in assets and less than $10 million in
liabilities.

The Debtor is represented by John J. Hebert, Esq., and Wesley D.
Ray at Polsinelli Shughart, P.C., in Phoenix.  Charles B. Foley,
CPA, PLLC serves as the Debtor's accountant.

The Plan of Reorganization provides for the payment of outstanding
obligations by the proceeds from the continued operation of Days
Hotel located at 5101 N. Scottsdale Road, in Scottsdale, Arizona,
and the adjacent Papi Chulo's Mexican Grill & Cantina.


SECUREALERT INC: Amends 3.9 Million Shares Resale Prospectus
------------------------------------------------------------
SecureAlert Inc. registered with the U.S. Securities and Exchange
Commission 3,905,917 shares of the common stock, par value
$0.00001, of the Company for resale by Sapinda Asia Limited.  The
shares were issued to Sapinda upon conversion of a promissory note
held by and payable to the selling shareholder.  The Note was made
by SecureAlert under a Loan and Security Agreement between
SecureAlert, Inc. and Sapinda on Dec. 3, 2012.  The Note was
converted and the Shares issued to the selling shareholder on
Sept. 30, 2013.

The Company is not selling any securities under this prospectus
and will not receive any of the proceeds from the sale or other
disposition of the Shares of Common Stock by the selling
shareholder.

The Company will pay the expenses incurred in registering the
Shares, including legal and accounting fees.

The Company's Common Stock is currently quoted on the OTC Markets
(OTCQB) under the symbol "SCRA."  On Nov. 12, 2013, the last
reported sale price of the Company's Common Stock was $18.90 per
share.

The Company amended the registration statement to delay its
effective date until the Company will file a further amendment
which specifically states that the registration statement will
become effective.

A copy of the Form S-1, as amended, is available for free at:

                        http://is.gd/6vBCDE

                          About SecureAlert

Sandy, Utah-based SecureAlert, Inc., markets and deploys offender
management programs, combining patented GPS tracking technologies,
fulltime 24/7/365 intervention-based monitoring capabilities and
case management services.

Hansen, Barnett & Maxwell, P.C., in Salt Lake City, Utah, issued a
"going concern" qualification on the consolidated financial
statements for the fiscal year ended Sept. 30, 2012, citing
losses, negative cash flows from operating activities, notes
payable in default and an accumulated deficit, which conditions
raise substantial doubt about its ability to continue as a going
concern.

The Company's balance sheet at June 30, 2013, showed
$27.63 million in total assets, $9.73 million in total
liabilities, and $17.90 million in total equity.


SEVEN ARTS: To Issue 20 Million Shares Under Incentive Plan
-----------------------------------------------------------
Seven Arts Entertainment Inc. registered with the U.S. Securities
and Exchange Commission 20 million shares of common stock issuable
under the Company's 2012 Equity Incentive Plan.  A copy of the
Form S-8 prospectus is available at http://is.gd/VPntZz

                          About Seven Arts

Los Angeles-based Seven Arts Entertainment, Inc. (OTC QB: SAPX)
was founded in 2002 as an independent motion picture production
and distribution company engaged in the development, acquisition,
financing, production and licensing of theatrical motion pictures
for exhibition in domestic (i.e., the United States and Canada)
and foreign theatrical markets, and for subsequent worldwide
release in other forms of media, including home video and pay and
free television.

The Company reported a net loss of $22.4 million on $1.5 million
of total revenue for the fiscal year ended June 30, 2013, compared
with a net loss of $11.2 million on $4.1 million of total revenue
for the fiscal year ended June 30, 2012.

The Hall Group, CPAs, in Dallas, Texas, expressed substantial
doubt about the Company's ability to continue as a going concern
following the financial results for the year ended June 30, 2013,
citing the Company's recurring losses from operations and net
capital deficiency.

As of Sept. 30, 2013, the Company had $15.58 million in total
assets, $23.93 million in total liabilities and a $8.35 million
total shareholders' deficit.


SPIRE CORP: Founder and CEO Roger Little to Retire by Year's End
----------------------------------------------------------------
Roger G. Little would retire as chief executive officer and
president of Spire Corporation, effective as of the close of
business on Dec. 31, 2013.  Mr. Little will continue to serve as
Chairman of the Board of Directors of the Company.

Since founding the Company in 1969, Mr. Little has served as the
Company's Chairman, chief executive officer and president.  The
Board expressed sincere appreciation to Mr. Little for his
leadership, dedication and tireless commitment throughout his
years of service with the business, and wished him continued
success in the future.

Mr. Roger G. Little, said, "As I transition to a new phase in my
life, I expect to stay active in the PV market space and will
remain connected to the people at Spire that I have come in
contact with over the years. Spire is positioned to capitalize on
expected market growth in 2014 and beyond and accordingly, now is
the time to transition leadership to guide the Company though its
next phase of development."

On Nov. 21, 2013, the Board of Directors of the Company appointed
Rodger W. LaFavre, the Company's current chief operating officer,
as chief executive officer and president of the Company, effective
Jan. 1, 2014.  Mr. LaFavre joined the Company in 2000 as vice
president, Utility Marketing of Spire Solar Operations.  He was
named vice president and chief financial officer of Spire Solar in
June 2002, chief operating officer of Spire Solar in November 2002
and chief operating officer of Spire Corporation in February 2005.
Prior to joining the Company, Mr. LaFavre was vice president of
Stone & Webster Engineering Corporation, a worldwide engineering
and construction company, where he was responsible for business
development, corporate planning and the Asia subsidiary.

"Roger Little has been an exemplary leader during his tenure with
the Company.  I am both honored and excited to take on this new
opportunity role and follow Mr. Little in this role.  He has led
the Company with exceptional skill, commitment and passion," said
Mr. LaFavre.

                         About Spire Corp

Bedford, Massachusetts-based Spire Corporation currently develops,
manufactures and markets customized turn-key solutions for the
solar industry, including individual pieces of manufacturing
equipment and full turn-key lines for cell and module production
and testing.

McGladrey LLP, in Boston, Massachusetts, expressed substantial
doubt about Spire Corporation's ability to continue as a going
concern.  The independent auditors noted that during the year
ended Dec. 31, 2012, the Company incurred a loss from continuing
operations of $4.8 million and continuing operating cash flows
used $6.9 million in cash.  In addition, the independent auditors
noted that the Company's credit agreements are due to expire on
June 29, 2013.

The Company reported a net loss of $1.9 million on total net sales
and revenues of $22.1 million in 2012, compared with a net loss of
$1.5 million on total net sales of $58.7 million in 2011.

The Company's balance sheet at Sept. 30, 2013, showed $17.69
million in total assets, $16.60 million in total liabilities and
$1.08 million in total stockholders' equity.


STANS ENERGY: Files Management Cease Trade Order Application
------------------------------------------------------------
Stans Energy Corp. on Dec. 2 disclosed that it has made an
application to the Ontario Securities Commission to approve a
temporary management cease trade order under National Policy 12-
203 Cease Trade Orders for Continuous Disclosure Defaults, which,
if granted, will prohibit trading in securities of the Corporation
by certain insiders of the Corporation, whether direct or
indirect.

The Company is unable to file its 2013 unaudited interim financial
statements for the quarter ended September 30, 2013, management
discussion and analysis relating to the unaudited interim
financial statements, and CEO and CFO certificates relating to the
unaudited interim financial statements, as required by National
Instrument 52-109 Certification of Disclosure in Issuers' Annual
and Interim Filings by the November 29, 2013 filing deadline.

The reason for the delay is that the Company is considering
impairment charges against its assets and needs more time to
determine the appropriate impairment for inclusion in our
financial reporting.

IFRS 6 Exploration for and Evaluation of Mineral Resources
requires entities recognizing exploration and evaluation assets to
perform an impairment test on those assets when facts and
circumstances suggest that the carrying amount of the assets may
exceed their recoverable amount.  Entities shall measure the
impairment in accordance with IAS 36 Impairment of Assets once it
is identified.

On October 31, 2013, Stans disclosed that it had filed an
international arbitration action against the Government of
Kyrgyzstan for its expropriatory and unlawful treatment of the
issuer in relation to the issuer's Kutessay II rate earth project.
Stans has complained that state action and inaction has unduly
delayed, prohibited and prevented it from completing necessary
pre-feasibility, feasibility, and other development work at
Kutessay II, and generally has resulted in the issuer being
deprived of the value of its asset.  This arbitration does not
strictly relate to state action or inaction with respect to the
issuer's other properties, but there are dependencies which need
review and analysis.  The Company also observes that its stock
market capitalization has fallen below the carrying amount of its
assets.

Consideration of impairment necessarily follows.  The necessary
work to determine the scope and amount of impairment is underway
but is not complete.

The Company anticipates that it will be in a position to remedy
the default by filing the Required Filings by January 28, 2014.
The MCTO will be in effect until the Required Filings are filed.

The Company confirms that it intends to satisfy the provisions of
the alternative information guidelines set out in section 4.3 and
4.5 of NP12-203 so long as it remains in default of filing the
required filings.

There are no insolvency proceedings to which the Company is
subject.

There is no material information concerning the affairs of the
Company which has not been generally disclosed.

                        About Stans Energy

Stans Energy Corp. is a resource development company focused on
progressing Heavy Rare Earth (HRE) properties in areas of the
Former Soviet Union.  In December 2009, Stans acquired a 20-year
mining license for the past-producing Kutessay II rare earth mine
from the Kyrgyz Republic.  On May 26, 2011 Stans completed the
purchase of the Kashka Rare Earth Processing Plant (KRP) the same
plant that previously refined REEs historically from Kutessay II.
The KRP was the only hard rock plant to produce all rare earth
elements outside of China, producing 120 different metals, alloys,
and oxides.  For over 30 years, Kutessay II produced 80% of the
rare earth metals for the former Soviet Union.


STREAMTRACK INC: Buys Intangible Assets of Robot Fruit
------------------------------------------------------
StreamTrack, Inc., entered into an Asset Purchase Agreement with
Robot Fruit, Inc., and  StreamTrack Media, Inc., a subsidiary of
the Company, pursuant to which, for an aggregate purchase price of
850,000 shares of the Company's restricted common stock, the
Company purchased from Robot Fruit, substantially all of the
intangible assets of Robot Fruit including, but not limited to (i)
certain domain names associate with Robot Fruit, (ii) certain
application account information, and (iii) certain ssl
certificates.  A copy of the Asset Purchase Agreement is available
for free at http://is.gd/RjrkKy

                          About StreamTrack

Santa Barbara, California-based StreamTrack, Inc., is a digital
media and technology services company.  The Company provides audio
and video streaming and advertising services through the
RadioLoyalty(TM) Platform to over a global group of over 1,500
internet and terrestrial radio stations and other broadcast
content providers.

The Company' balance sheet at May 31, 2013, showed $1.2 million in
total assets, $4 million in total liabilities, and a stockholders'
deficit of $2.8 million.


STREAMTRACK INC: Delays Fiscal 2013 Form 10-K
---------------------------------------------
StreamTrack, Inc., filed with the U.S. Securities and Exchange
Commission a Notification of Late Filing on Form 12b-25 with
respect to its annual report on Form 10-K for the year ended
Aug. 31, 2013.

"The compilation, dissemination and review of the information
required to be presented in the Form 10-K for the relevant period
has imposed time constraints that have rendered timely filing of
the Form 10-K impracticable without undue hardship and expense to
the registrant," the Company said.

StreamTrack undertakes the responsibility to file that report no
later than 15 days after its original prescribed due date.

                          About StreamTrack

Santa Barbara, California-based StreamTrack, Inc., is a digital
media and technology services company.  The Company provides audio
and video streaming and advertising services through the
RadioLoyalty(TM) Platform to over a global group of over 1,500
internet and terrestrial radio stations and other broadcast
content providers.

The Company' balance sheet at May 31, 2013, showed $1.2 million in
total assets, $4 million in total liabilities, and a stockholders'
deficit of $2.8 million.


THR & ASSOCIATES: Bankruptcy Judge Denies Debt Relief
-----------------------------------------------------
Jeff Parsons, writing for The State Journal-Register, reported
that the latest turn in the bankruptcy cases of Jeff Parsons and
THR & Associate is no bankruptcy at all.

According to the report, Chief Judge Mary Gorman of the U.S.
Bankruptcy Court for Central Illinois has denied the bankruptcy
petitions of Parsons and THR after trustees in the cases accused
Parsons of attempting to hide millions in cash and assets.

In effect, according to bankruptcy experts, Parsons and THR would
remain liable for hundreds of millions of dollars' worth of debt
listed in the original bankruptcy petitions filed in September
2012, the report said.

The Nov. 14 ruling can be appealed, though an appeal had not been
filed, according to court records, the report related.

"The bankruptcy code requires a debtor to cooperate with the
trustees and to surrender to the trustees all properties and
assets," Judge Gorman wrote, the report cited.

Parsons and THR filed for bankruptcy following the 2012 collapse
of their road-show company, which conducted buying events across
the U.S. of precious metals, jewelry, antiques and collectibles.


TRINITY COAL: Court Approves Expansion of DHG's Employment
----------------------------------------------------------
Bankruptcy Judge Tracey N. Wise granted Trinity Coal Corporation's
request for an order expanding the scope of employment of the
Debtors' tax accountants, Dixon Hughes Goodman, on the terms set
forth in the Amended Contract, so that DHG may prepare federal and
state income tax returns for the year ending March 31, 2013, for
the Debtors and Essar Minerals Inc. (a non-debtor tax entity),
which are due to be filed by Dec. 15, 2013.

Judge Wise held that the terms of the Amended Contract are
approved and the scope of DHG's employment is expanded and DHG is
authorized to prepare and file the Tax Returns.

                      About Trinity Coal

Trinity Coal Corp. is a coal mining company that owns coal
deposits located in the Appalachian region of the eastern United
States, specifically, in Breathitt, Floyd, Knott Magoffin, and
Perry Counties in eastern Kentucky and in Boone, Fayette, Mingo,
McDowell and Wyoming Counties in West Virginia.

Trinity's coal mining operations are organized into six distinct
coal mining complexes. Three complexes are located in Kentucky and
are referred to as Prater Branch Resources, Little Elk Mining and
Levisa Fork.  The Kentucky Operations produced compliance and low
sulfur steam coal.  Three complexes are located in West Virginia
and are referred to as Deep Water Resources, North Springs
Resources and Falcon Resources.

Trinity is a wholly owned subsidiary of privately held
multinational conglomerate Essar Global Limited.

Credit Agricole Corporate & Investment Bank, ING Capital LLC and
Natixis, New York Branch filed an involuntary petition for relief
under Chapter 11 against Trinity Coal Corporation and 15
affiliates (Bankr. E.D. Ky. Lead Case No. 13-50364).  The three
entities say they are owed a total of $104 million on account
loans provided to Trinity.

On Feb. 14, 2013, Austin Powder Company, Whayne Supply Company and
Cecil I. Walker Machinery Co. filed an involuntary petition for
relief under Chapter 11 (Bankr. E.D. Ky. Case No. 13-50335)
against Frasure Creek Mining, LLC.  On Feb. 19, 2013, Credit
Agricole, ING Capital and Natixis joined as petitioning creditors.

On March 4, 2013, the Debtors filed their consolidated answer to
involuntary petitions and consent to an order for relief and
reservation of rights, thereby consenting to the entry of an order
for relief in each of their respective Chapter 11 cases.  An order
for relief in each of the Debtors was entered by the Court on
March 4, 2013, which converted the involuntary cases to voluntary
Chapter 11 cases.

Steven J. Reisman, Esq., L. P. Harrison 3rd, Esq., Jerrold L.
Bregman, Esq., and Dienna Ching, Esq., at Curtis, Mallet-Prevost,
Colt & Mosle LLP, in New York, N.Y.; and John W. Ames, Esq., C.R.
Bowles, Jr., Esq., and Bruce Cryder, Esq., at Bingham Greenebaum
Doll LLP, in Lexington, Ky., represent the Debtors as counsel.

Attorneys at Foley & Lardner LLP, in Chicago, Ill., represent the
Official Committee of Unsecured Creditors as counsel.  Sturgill,
Turner, Barker & Maloney, PLLC, in Lexington, Ky., represents the
Official Committee of Unsecured Creditors as local counsel. Dixon
Hughes Goodman LLP serves as tax accountants.

Judge Tracey N. Wise approved on Oct. 3, 2013, the adequacy of the
Disclosure Statement explaining the Joint Chapter 11 Plan of
Trinity Coal.  With this development, the Debtors are now
permitted to solicit acceptances of their Plan.


UNI-PIXEL INC: Addresses Market Speculation
-------------------------------------------
UniPixel, Inc., has been the subject of negative speculation
concerning the validity of its innovations and partnerships.
While, as a general policy, the Company avoids commenting on
market speculation, it reiterates that it has executed preferred
price and capacity license agreements with its PC OEM and
ecosystem partners.  The company has not disclosed detailed terms
of these agreements to the public because they contain specific
confidentiality provisions and non-disclosure obligations.  As
previously announced on Nov. 22, 2013, the Company intends to
fully cooperate with the investigation of the United States
Securities Exchange Commission, and will produce these agreements
and certain related documents to the SEC.

                        About Uni-Pixel Inc.

The Woodlands, Tex.-based Uni-Pixel, Inc. (OTC BB: UNXL)
-- http://www.unipixel.com/-- is a production stage company
delivering its Clearly Superior(TM) Performance Engineered Films
to the Lighting & Display, Solar and Flexible Electronics market
segments.

"As of December 31, 2012, we had a cash balance of approximately
$13.0 million and working capital of $12.8 million.  We project
that current cash reserves will sustain our operations through at
least December 31, 2013, and we are not aware of any trends or
potential events that are likely to adversely impact our short
term liquidity through this term.  We expect to fund our
operations with our net product revenues from our commercial
products, cash and cash equivalents supplemented by proceeds from
equity or debt financings, and loans or collaborative agreements
with corporate partners, each to the extent necessary," according
to the Company's annual report for the year ended Dec. 31, 2012.

Uni-Pixel incurred a net loss of $9.01 million in 2012, as
compared with a net loss of $8.56 million in 2011.

As of Sept. 30, 2013, Uni-Pixel had $60.22 million in total
assets, $6.50 million in total liabilities and $53.71 million in
total shareholders' equity.


UNIFIED 2020: Dec. 9 Hearing on Bank's Motion to Lift Stay
----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas will
convene a hearing on Dec. 9, 2013, at 9:30 a.m., to consider
creditor United Central Bank's motion for relief from stay in the
Chapter 11 case of Unified 2020 Realty Partners, LP, and foreclose
on the principal asset of the Debtor.

Orange Business Services U.S., Inc. has objected to UCB's motion
to terminate the automatic stay.  Orange Business Services said in
a Nov. 7 filing, UCB's alleged secured claim will be the subject
of a possible claim objection and has not yet been adjudicated or
allowed, thereby rendering a lifting of the stay premature at this
juncture.

Moreover, Orange Business Services said a plan of reorganization
is in place which will maximize the asset's value through an
auction and sale, and the chapter 11 trustee in this case should
be allowed to oversee and shepherd the plan through to conclusion.
The value of the asset is not in jeopardy, and allowing additional
time for the plan to come to fruition will not cause undue harm to
UCB.

In a separate filing, Daniel J. Sherman, Chapter 11 trustee for
the Debtor, opposed UCB's request.  The Chapter 11 trustee said
the property is the most valuable asset in the case and absolutely
vital to an effective reorganization.  Lifting the stay would
destroy any chance for a meaningful recovery for any creditor
besides the Bank.  Further, there is no cause to lift the stay as
to the property now that a trustee has been appointed.

As reported in the Troubled Company Reporter, Peter C. Lewis,
Esq., at Scheef & Stone, LLP, on behalf of United Central Bank,
asked that the Court terminate automatic stay as to the Debtor's
property.  Mr. Lewis, in a Oct. 18 filing, asserted that prior to
the bankruptcy filing date, the Debtor defaulted on its payment
obligations under one, some or all the loan documents by, inter
alia, failing to make the deferred interest payment due Dec. 10,
2011.

Mr. Lewis also noted that the Plan is not feasible, much less
confirmable within a reasonable period of time because, among
other things: (a) the Plan does not pay the "Allowed Claims" of
creditors in full as required by its express terms; (b) the Plan
does not propose to pay, much less satisfy, UCB's secured claim in
full and therefore fails to satisfy 11 U.S.C. Section
1129(b)(2)(A); and (c) Moms Against Hunger lacks the cash, assets
or resources to pay or finance the "cash down payment, seller
financing or deferred consideration to fund the Plan.

On Sept. 3, 2013, UCB filed its secured proof of claim of no less
than $14,899,523 plus such other amounts, including, but not
limited to late fees, penalties, attorneys fees, costs and
interest as are due under the loan documents.

                     About Unified 2020 Realty

Unified 2020 Realty Partners, LP, filed a bare-bones petition
under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No.
13-32425) in its home-town in Dallas on May 6, 2013.  The petition
was signed by Edward Roush as president of general partner.  The
Debtor disclosed $44.7 million in total assets and $31.6 million
in liabilities as of the Chapter 11 filing.  The Debtor says it
owns and leases infrastructure critical to telecommunications
companies and data center facilities.  Judge Stacey G. Jernigan
presides over the Chapter 11 case.

Arthur I. Ungerman, Esq., and Kerry S. Alleyne-Simmons, Esq., at
the Law Office of Arthur Ungerman, in Dallas, Texas, represent the
Debtor.  Peter C. Lewis, Esq., and Jacob W. Sparks, Esq., at
Scheef & Stone, LLP, in Dallas, Texas, represent United Central
Bank.

In its schedules, the Debtor disclosed $280,178,409 in assets and
$46,378,972 in liabilities.

On Aug. 9, 2013, Daniel J. Sherman was appointed as Chapter 11
trustee.  Kevin D. McCullough, Esq., of Rochelle McCullough L.L.P.
serves as general bankruptcy counsel to the Trustee.


UNIFIED 2020: Plan Outline Hearing Continued Until Dec. 9
---------------------------------------------------------
Parties-in-interests filed with the Bankruptcy Court their
objections to the First Amended Disclosure Statement explaining
Unified 2020 Realty Partners LP's Chapter 11 Plan dated Nov. 4,
2013.

In a docket entry, the Court continued until Dec. 9, 2013, at
2:30 p.m., the hearing to consider adequacy of information in the
Amended Disclosure Statement.

On Nov. 7, the Debtor asserted that the Plan and Disclosure
Statement speak for themselves and denied each of the allegations
to the extent of any conflict with the Plan and/or Disclosure
Statement.  The Debtor requested that the Court deny the request
by United Central Bank for relief from the automatic stay.

Peter C. Lewis, Esq., at Scheef & Stone, LLP, on behalf of United
Central Bank, stated that the Amended Plan/Purchase Contract does
not require AGT Global Holdings, LLC, as the stalking horse bidder
at auction, to deposit any earnest money in order to qualify for
the breakup fee or as the stalking horse bidder, while requiring,
upon information and belief, competing bidders to submit competing
offers that provide for total cash consideration that exceeds the
purchase price.

In addition, the Plan also proposes to allow AGT to credit the
breakup fee against AGT's payment obligations under the purchase
agreement for purposes of any bid it submits in excess of the
purchase price.

Orange Business Services U.S., Inc., in its objection, stated that
the disclosure statement fails to provide adequate information
sufficient to allow a creditor to make a decision to accept or
reject the plan.  The disclosure statement contains defects that
render it deficient including a failure to detail: (i) claims
against the Debtor's estate; (ii) the actual or projected value
that can be obtained from avoidable transfers; (iii) the
relationship between the debtor and certain affiliates; and (iv)
the Debtor's assets and their value.

                           Amended Plan

As reported in the Troubled Company Reporter on Nov. 13, 2013, the
First Amended Disclosure Statement said the purchase price pitched
by stalking horse buyer Moms Against Hunger assignee, AGT Global
Holding LLC, for the Debtor's asset is amended to $23,546,591,
from $30,127,282.

The Debtor, as noted in the original plan version, decided to sell
its property under the Plan as its actual business operations are
not adequate to service its debt.  The breakup fee remains at
$903,818 or not more than 3% of the total sales proceeds, if a
qualified bidder outbids Moms Against Hunger's offer at the
auction.

Under the Amended Plan, a subclass of claims has been added --
Class 8a Allowed General Unsecured Claims of Insiders.  This set
of claims will be paid, once allowed, pro rata out of the sales
proceeds.  The estimated amount of these claims is $992,993, all
of which are disputed.

The First Amended Disclosure Statement also reveals that the
estimated Class 8 Allowed General Unsecured Claims is $15,719,149
as of Sept. 4, 2013, all of which are disputed.  Treatment for
these claims remain unchanged -- they will also be paid, once
allowed, pro rata out of the sales proceeds.

Class 5 Allowed Secured Claim of United Central Bank remains to be
allowed for $12,614,018.20 or such amount as agreed to by UCB and
the Debtor or if not agreed, then as determined by the Court.

All Class 9 equity interests in the Debtor will be cancelled under
the Amended Plan.

A full-text copy of the First Amended Disclosure Statement dated
Nov. 4, 2013, is available at:

         http://bankrupt.com/misc/UNIFIED2020_DSNov4.pdf

                     About Unified 2020 Realty

Unified 2020 Realty Partners, LP, filed a bare-bones petition
under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No.
13-32425) in its home-town in Dallas on May 6, 2013.  The petition
was signed by Edward Roush as president of general partner.  The
Debtor disclosed $44.7 million in total assets and $31.6 million
in liabilities as of the Chapter 11 filing.  The Debtor says it
owns and leases infrastructure critical to telecommunications
companies and data center facilities.  Judge Stacey G. Jernigan
presides over the Chapter 11 case.

Arthur I. Ungerman, Esq., and Kerry S. Alleyne-Simmons, Esq., at
the Law Office of Arthur Ungerman, in Dallas, Texas, represent the
Debtor.  Peter C. Lewis, Esq., and Jacob W. Sparks, Esq., at
Scheef & Stone, LLP, in Dallas, Texas, represent United Central
Bank.

In its schedules, the Debtor disclosed $280,178,409 in assets and
$46,378,972 in liabilities.

On Aug. 9, 2013, Daniel J. Sherman was appointed as Chapter 11
trustee.  Kevin D. McCullough, Esq., of Rochelle McCullough L.L.P.
serves as general bankruptcy counsel to the Trustee.


UNITEK GLOBAL: Amends 3.7 Million Shares Resale Prospectus
----------------------------------------------------------
UniTek Global Services, Inc., amended its registration statement
on Form S-1 relating to the resale or other disposition by
New Mountain Finance Holdings, L.L.C, Cetus Capital II, LLC,
Cerberus Levered Loan Opportunities Fund II, L.P., et al.,
of up to an aggregate of 3,791,169 shares of common stock
underlying warrants.  The warrants were issued to the Selling
Stockholders on July 25, 2013.

The Company will not receive any proceeds from the sale of any
shares by the Selling Stockholders.  The Company may, however,
receive the proceeds of any cash exercises of warrants which, if
received, would be used by us for working capital purposes; any
such proceeds would however be minimal.

The Company' common stock is traded on the NASDAQ Global under the
symbol "UNTK."  On Nov. 25, 2013, the last reported sale price for
the Company's common stock on the NASDAQ Global Market was $1.41
per share.

The Company will pay the expenses related to the registration of
the shares of common stock covered by this prospectus.  The
Selling Stockholders will pay any commissions and selling expenses
they may incur.

A copy of the amended Form S-1 prospectus is available at:

                       http://is.gd/DYQuhR

                   About UniTek Global Services

UniTek Global Services, Inc., based in Blue Bell, Pennsylvania,
provides fulfillment and infrastructure services to media and
telecommunication companies in the United States and Canada.

Unitek incurred a net loss of $77.73 million in 2012, as compared
with a net loss of $9.13 million in 2011.  As of Dec. 31, 2012,
the Company had $326.40 million in total assets, $278.10 million
in total liabilities and $48.30 million in total stockholders'
equity.

                         Bankruptcy Warning

As of Dec. 31, 2012, the Company's total indebtedness, including
capital lease obligations, was approximately $170 million.  This
amount has increased to approximately $210 million as of Aug. 9,
2013, including amounts borrowed to cash collateralize letters of
credit.  The Company's current debt also bears interest at rates
significantly higher than historical periods.  The Company said
its substantial indebtedness could have important consequences to
its stockholders.  It will require the Company to dedicate a
substantial portion of its cash flow from operations to payments
on its indebtedness, thereby reducing the availability of the
Company's cash flow to fund acquisitions, working capital, capital
expenditures and other general corporate purposes.

"An event of default under either of our credit facilities could
result in, among other things, the acceleration and demand for
payment of all the principal and interest due and the foreclosure
on the collateral.  As a result of such a default or action
against collateral, we could be forced to enter into bankruptcy
proceedings, which may result in a partial or complete loss of
your investment," the Company said in the 2012 annual report.

                             *    *    *

In the June 11, 2013, edition of the TCR, Moody's Investors
Service lowered UniTek Global Services, Inc.'s probability of
default and corporate family ratings to Ca-PD/LD and Ca,
respectively.  The Ca corporate family rating reflects UniTek's
missed interest payment on the term loan which is considered a
default under Moody's definition, the heightened possibility of
another default event, continued delays in the filing of restated
financials including the last two audits, management turnover, the
potential loss of the company's largest customer and other
business and legal risks stemming from issues at the company's
Pinnacle subsidiary.

As reported by the TCR on Oct. 17, 2013, Standard & Poor's Ratings
Services said it raised its corporate credit rating on Blue Bell,
Pa.-based UniTek Global Services Inc. to 'B-' from 'CCC'.  "The
ratings upgrade to 'B-' reflects our belief that the company
is no longer vulnerable and dependent on favorable developments to
meet its financial commitments over the next few years," said
Standard & Poor's credit analyst Michael Weinstein.


VICTORY ENERGY: Weaver & Tidwell Replaces Marcum as Accountants
---------------------------------------------------------------
Victory Energy Corporation, through the Audit Committee of its
Board of Directors and with the ratification of its Board of
Directors, dismissed Marcum LLP as the Company's independent
registered public accounting firm and engaged Weaver and Tidwell,
L.L.P., as the Company's independent registered accounting firm.

The report of Marcum regarding the Company's consolidated
financial statements for fiscal years ended Dec. 31, 2011, and
2012 did not contain any adverse opinion or disclaimer of opinion
and were not qualified or modified as to uncertainty, scope or
accounting principles.  The reports of Marcum did, however,
include an explanatory paragraph with regard to uncertainty as to
the Company's ability to continue as a going concern.  During the
years ended Dec. 31, 2011, and 2012, and through the date of their
dismissal, there were no disagreements with Marcum on any matter
of accounting principles or practices, financial statement
disclosure, or auditing scope or procedures, which would have
caused it to make reference to those disagreements in the reports.
There have been no reportable events as provided in Item
304(a)(1)(v) of Regulation S-K up to and including the dismissal
of Marcum except for the material weakness Marcum advised the
Company which indicated weaknesses in internal controls.

As previously disclosed, Weaver was engaged as the Company's
internal registered public accounting firm on June 18, 2012, and
dismissed on Aug. 3, 2012.  Subsequent to the dismissal of Weaver
on Aug. 3, 2012, and prior to reengaging Weaver on Nov. 20, 2013,
the Company did not consult with Weaver regarding (i) the
application of accounting principles to a specified transaction,
either completed or proposed; or the type of audit opinion that
might be rendered on the Company's financial statements, and
neither a written report was provided to the Company nor oral
advice was provided by Weaver that Weaver concluded was an
important factor considered by the Company in reaching a decision
as to a ccounting, auditing or financial reporting issues, or (ii)
any matter that was either the subject of a disagreement (as
defined in Item 304(a)(1)(iv) of Regulation S-K) or reportable
event (as described in or Item 304(a)(1)(v) of Regulation S-K).

                        About Victory Energy

Austin, Texas-based Victory Energy Corporation is engaged in the
exploration, acquisition, development and exploitation of domestic
oil and gas properties.  Current operations are primarily located
onshore in Texas, New Mexico and Oklahoma.

The Company's balance sheet at Sept. 30, 2013, showed $1.85
million in total assets, $313,114 in total liabilities and $1.54
million in total stockholders' equity.

Marcum, 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 experienced recurring losses since its inception
and has an accumulated deficit.  These conditions raise
substantial doubt regarding the Company's ability to continue as a
going concern.


W.R. GRACE: Completes Purchase of Dow's Polypropylene Business
--------------------------------------------------------------
W.R. Grace & Co. on Dec. 2 disclosed that it has completed the
acquisition of the assets of the Polypropylene Licensing and
Catalysts business of The Dow Chemical Company for a cash purchase
price of $500 million.  The acquisition includes UNIPOL(TM)
Polypropylene Process Technology and makes Grace the second
largest polypropylene licensor in the world based on installed
capacity, advancing Grace's leadership in the broader polyolefin
sector.

"The UNIPOL brand and the capabilities it represents are highly
respected in the marketplace, and we are committed to
strengthening that position," said Grace Chairman and Chief
Executive Officer Fred Festa.  "We look forward to communicating
our expanded capabilities and full portfolio of products and
services to our customers and the broader global marketplace.
We're pleased to welcome a very talented team to Grace."

Grace will continue to support the UNIPOL(TM) Polypropylene
Process Technology, which includes the UNIPOL UNIPPAC(TM) Process
Control System, a recognized leader in the industry.  The
UNIPOL(TM) tailored SHAC(TM) Catalysts Systems, 6th Generation
non-phthalate CONSISTA(TM) Catalysts Systems, and advanced donor
systems, ADT and CONSISTA(TM), enhance Grace's polyolefin
catalysts portfolio.  These products complement Grace's
polypropylene catalysts families of POLYTRAK(R), and HYAMPP(TM)
and its polyethylene catalyst systems such as Cr-based catalysts
(MAGNAPORE(R)), Ziegler-Natta Catalysts, and Single Site
Catalysts.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.  Grace employs
approximately 6,500 people in over 40 countries and had 2012 net
sales of $3.2 billion.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.

Roger Frankel serves as legal representative for victims of
asbestos exposure who may file claims against W.R. Grace.  Mr.
Frankel, a partner at Orrick Herrington & Sutcliffe LLP, replaces
David Austern, who was appointed to that role in 2004.  Mr.
Frankel has served as legal counsel for Mr. Austern who passed
away in May 2013.  The FCR is represented by Orrick Herrington &
Sutcliffe LLP as counsel; Phillips Goldman & Spence, P.A., as
Delaware co-counsel; and Lincoln Partners Advisors LLC as
financial adviser.

Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace obtained confirmation of a plan co-proposed with the
Official Committee of Asbestos Personal Injury Claimants, the
Official Committee of Equity Security Holders, and the Asbestos
Future Claimants Representative.   The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  Implementation of the Plan has
been held up by appeals in District Court from various parties,
including a group of prepetition bank lenders and the Official
Committee of Unsecured Creditors.

District Judge Ronald Buckwalter on Jan. 31, 2012, entered an
order affirming the bankruptcy court's confirmation of the Plan.
Bankruptcy Judge Judith Fitzgerald had approved the Plan on
Jan. 31, 2011.

The plan can't be implemented because pre-bankruptcy secured bank
lenders filed an appeal currently pending in the U.S. Court of
Appeals in Philadelphia.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000).


W.R. GRACE: Lipsitz & Ponterio Revises Rule 2019 Disclosure
-----------------------------------------------------------
Anne Joynt, Esq., at Lipsitz & Ponterio, LLC, in Buffalo, New
York, filed a revised statement disclosing that her firm
represents a number of claimants who hold asbestos-related claims
against W.R. Grace & Co. and its affiliated debtors.

The nature of the claim is a personal injury tort claim, wrongful
death claim or both for damages caused by asbestos or asbestos-
containing products manufactured and sold by the companies.

Ms. Joynt filed the statement pursuant to Rule 2019 of the
Federal Rules of Bankruptcy Procedure.

                        About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.  Grace employs
approximately 6,500 people in over 40 countries and had 2012 net
sales of $3.2 billion.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.

Roger Frankel serves as legal representative for victims of
asbestos exposure who may file claims against W.R. Grace.  Mr.
Frankel, a partner at Orrick Herrington & Sutcliffe LLP, replaces
David Austern, who was appointed to that role in 2004.  Mr.
Frankel has served as legal counsel for Mr. Austern who passed
away in May 2013.  The FCR is represented by Orrick Herrington &
Sutcliffe LLP as counsel; Phillips Goldman & Spence, P.A., as
Delaware co-counsel; and Lincoln Partners Advisors LLC as
financial adviser.

Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace obtained confirmation of a plan co-proposed with the
Official Committee of Asbestos Personal Injury Claimants, the
Official Committee of Equity Security Holders, and the Asbestos
Future Claimants Representative.   The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  Implementation of the Plan has
been held up by appeals in District Court from various parties,
including a group of prepetition bank lenders and the Official
Committee of Unsecured Creditors.

District Judge Ronald Buckwalter on Jan. 31, 2012, entered an
order affirming the bankruptcy court's confirmation of the Plan.
Bankruptcy Judge Judith Fitzgerald had approved the Plan on
Jan. 31, 2011.

The plan can't be implemented because pre-bankruptcy secured bank
lenders filed an appeal currently pending in the U.S. Court of
Appeals in Philadelphia.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000).


W.R. GRACE: To Present at Citi Basic Material Conference Today
--------------------------------------------------------------
W.R. Grace & Co. announced that Hudson La Force, the company's
Senior Vice President and Chief Financial Officer, is scheduled to
present at the Citi Basic Materials Conference in New York City on
Tuesday, December 3, 2013.

Scheduled to begin at 8:50 a.m. Eastern Time, the presentation
will be simultaneously webcast and posted on the company's
website.  To listen to the audio webcast or to view the
presentation slides, go to www.grace.com and click the webcast
link in the Investor Information section.  A replay of the
presentation will be available until March 4, 2014.

                        About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.  Grace employs
approximately 6,500 people in over 40 countries and had 2012 net
sales of $3.2 billion.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.

Roger Frankel serves as legal representative for victims of
asbestos exposure who may file claims against W.R. Grace.  Mr.
Frankel, a partner at Orrick Herrington & Sutcliffe LLP, replaces
David Austern, who was appointed to that role in 2004.  Mr.
Frankel has served as legal counsel for Mr. Austern who passed
away in May 2013.  The FCR is represented by Orrick Herrington &
Sutcliffe LLP as counsel; Phillips Goldman & Spence, P.A., as
Delaware co-counsel; and Lincoln Partners Advisors LLC as
financial adviser.

Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace obtained confirmation of a plan co-proposed with the
Official Committee of Asbestos Personal Injury Claimants, the
Official Committee of Equity Security Holders, and the Asbestos
Future Claimants Representative.   The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  Implementation of the Plan has
been held up by appeals in District Court from various parties,
including a group of prepetition bank lenders and the Official
Committee of Unsecured Creditors.

District Judge Ronald Buckwalter on Jan. 31, 2012, entered an
order affirming the bankruptcy court's confirmation of the Plan.
Bankruptcy Judge Judith Fitzgerald had approved the Plan on
Jan. 31, 2011.

The plan can't be implemented because pre-bankruptcy secured bank
lenders filed an appeal currently pending in the U.S. Court of
Appeals in Philadelphia.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000).


WM SIX FORKS: Court Won't Extend Laganas' Filing Fee Deadline
-------------------------------------------------------------
Judge A. Thomas Small ruled that Linda Laganas has to pay on time
the filing fee for the removal of a state court action to the U.S.
Bankruptcy Court for the Eastern District of North Carolina in the
bankruptcy case of WM Six Forks, LLC.  The judge denied a request
for extension of the fee filing deadline.

Failure to pay the $293 filing fee on time will mean Ms. Laganas
is no longer interested in removing the state court action to the
Bankruptcy Court, the judge said.

The action was a summary ejection action filed by the Debtor in
Wake County Civil District Court against Linda Laganas.

The action is WM SIX FORKS, LLC, Plantiff, v. LINDA LAGANAS,
Defendant, Adv No. 13-00151-8-ATS (Bankr. E.D. N.C.).  A copy of
Judge Small's Oct. 18, 2013 Order is available at
http://is.gd/u4PPSkfrom Leagle.com.

                       About WM Six Forks

WM Six Forks LLC is the owner of an apartment and retail/office
complex in Raleigh, North Carolina, known as Manor Six Forks,
which opened in March 2010.  The property includes 298 residential
apartments and roughly 14,000 square feet of retail/office space
on the ground floor.  As of the bankruptcy filing date, all the
retail/office space is vacant and roughly 95% of the residential
apartments are subject to existing leases.

WM Six Forks filed a Chapter 11 petition (Bankr. E.D.N.C. Case No.
12-05854) on Aug. 12, 2012.  The Debtor said in court papers the
Manor is valued at $32.54 million.  The Debtor also owns a 15.15-
acre property, the value of which is not yet determined.  The
Debtors' property serves as collateral to a $39 million debt to
Lenox Mortgage XVI, LLC.  A copy of the schedules filed together
with the petition is available at http://bankrupt.com/misc/nceb12-
05854.pdf

Bankruptcy Judge J. Rich Leonard oversees the case.  The Debtor
hired Northen Blue, LLP as counsel.  The petition was signed by
William G. Garner, manager of WM6F Completion & Performance
Assoc., LLC.  Dawn Barnes has been assigned as case manager.

The Bankruptcy Administrator for the Eastern District of North
Carolina Bankruptcy notified that it was unable to form a
creditors committee in the Chapter 11 case of WM Six Forks, LLC.

Judge J. Rich Leonard of the U.S. Bankruptcy Court for the
Eastern District of North Carolina, Raleigh Division, confirmed on
Feb. 15, 2013, WM Six Forks, LLC's Plan of Liquidation.


WORLD BOTANICAL: 10th Cir. Affirms Dismissal of Wagner Claims
-------------------------------------------------------------
WALTER L. WAGNER, Plaintiff-Appellant, v. PRESTON MICHIE; KENNETH
FRANCIK; LESLIE COBOS; MARK ROBINSON; ANNETTE EMERSON; STEVEN
BRYANT; WORLD BOTANICAL GARDENS, INC., Defendants-Appellees, Case
No. 13-4082 (10th Cir.), appealed the dismissal of claims Mr.
Wagner brought against the World Botanical Gardens, Inc. (WBGI)
and former and current board members of WBGI.

The appeal is abated as it relates to WBGI only (but not as to the
individual defendants), because WBGI filed a Chapter 11 bankruptcy
petition in April.

In an Oct. 18, 2013 Order, the U.S. Court of Appeals for the Tenth
Circuit affirmed the district court's order granting the
individual defendants' motion to dismiss and dismissing all of Mr.
Wagner's claims.  The matter is terminated as it relates to those
individual defendants.  The abatement of that portion of the
appeal concerning WBGI, however, will continue.

Mr. Wagner is ordered to file a written report regarding the
status of the bankruptcy proceedings and the application of the
automatic stay in a timely fashion, otherwise, the dismissal of
the appeal as it relates to WBGI will be affirmed without further
notice.

Mr. Wagner is a former officer and shareholder of WBGI.  The case
involves Mr. Wagner's claims of slander, libel, fraud, waste and
mismanagement by WBGI and the other individual defendants.

WBGI filed a motion to dismiss; and Mr. Wagner filed a motion for
a preliminary injunction.

A copy of the Tenth Circuit's Oct. 18, 2013 Order is available at
http://is.gd/9uG9dCfrom Leagle.com.


XTREME IRON: Chapter 11 Trustee Confirms Plan of Liquidation
------------------------------------------------------------
Areya Holder, the duly appointed and acting chapter 11 trustee for
Xtreme Iron Holdings LLC and Xtreme Iron LLC, on Nov. 19, 2013,
won confirmation of the Joint Plan of Liquidation for the Debtors.

The objection of the Texas Comptroller of Public Accounts to
confirmation of the trustee's Plan has been resolved by the
parties.

Jay W. Hurst, Esq., on behalf of Texas Comptroller of Public
Accounts, in an objection, stated that the Plan contains broad
discharge and injunction provisions in favor of the Debtor
entities.  The Texas Comptroller has filed priority and
administrative expense tax claims in the case for unpaid sales and
Texas Emission Reduction Plan taxes totaling $105,632.

As reported in the Troubled Company Reporter, Judge Harlin DeWayne
Hale approved the Disclosure Statement on Sept. 30, 2013, as
containing "adequate information" in accordance with the
Bankruptcy Code.

As reported in the Aug. 30, 2013 edition of the TCR, the Plan
resolves, settles, and compromises all claims against the Debtors
or property of their estates.  Under the Plan, the Chapter 11
Trustee will transfer all of the Estates' Assets, including the
proceeds from her earlier liquidation, to a Liquidating Trust.
Before the filing of the Plan, the Chapter 11 Trustee liquidated
substantially all of the Estates' Assets.  The Liquidating Trustee
will liquidate the Liquidating Trust Assets and distribute the net
proceeds of that liquidation to creditors holding Allowed Claims
pursuant to the terms of the Plan and Liquidating Trust Agreement.

Under the Plan, holders of Allowed Priority Non-Tax Claims and
Allowed Secured Tax Claims will receive 100 percent recovery of
their claims.  As for CAT Financial, pursuant to a settlement, it
will be awarded an Allowed Secured Claim equal to approximately
$8,200,000.  On account of that Allowed Class 3 Claim, and in full
satisfaction, release, and discharge of and exchange for that
Claim, and the release of all Liens against the Estates' assets,
as well as additional consideration, CAT Financial received
$3,291,500 in cash from the Chapter 11 Trustee on or around
May 20, 2013.  Moreover, holders of Allowed General Unsecured
Claims will receive a pro rata share of distributions from the
Trust Assets after liquidation and payment in full of secured
claims.  Estimated recovery for this class is 20 percent to 40
percent.  All equity interests will be cancelled and terminated as
of the Effective Date.

A full-text copy of the Disclosure Statement is available at:

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

                         About Xtreme Iron

Xtreme Iron Holdings, LLC, filed a bare-bones Chapter 11 petition
(Bankr. N.D. Tex. Case No. 12-33832) in Dallas on June 13, 2012.
Lake Dallas-based Xtreme Iron Holdings estimated assets and
liabilities of $10 million to $50 million.

Xtreme Iron Holdings is the holding company for Xtreme Iron LLC --
http://www.xtreme-iron.com-- which claims to own one of the
largest heavy equipment rental fleets in the state of Texas.
Their fleet is comprised of late model, low hour Caterpillar and
John Deere equipment.  Holdings said an estimated 90 percent of
the
business assets are located in North Texas counties.

Xtreme Iron Hickory Creek LLC filed its own petition (Bankr. E.D.
Tex. Case No. 12-41750) on June 29, listing under $1 million in
both assets and debts.

Xtreme Iron LLC commenced Chapter 11 proceedings (Bankr. N.D. Tex.
Case No. 12-34540) almost a month later, on July 11, estimating
assets and debts of $10 million to $50 million.

Judge Harlin DeWayne Hale oversees the Chapter 11 cases of
Holdings and Iron LLC.  Gregory Wayne Mitchell, Esq., at The
Mitchell Law Firm, L.P., serves as bankruptcy counsel to all three
Debtors.

On Sept. 14, 2012, Areya Holder was appointed Chapter 11 Trustee
of the estates of Xtreme Iron Holdings, LLC, and Xtreme Iron, LLC.
Gardere Wynne Sewell LLP serves as counsel for Areya Holder.

Beta Capital LLC, a creditor, has asked the Bankruptcy Court in
Dallas to transfer the venue of Holdings' Chapter 11 case to the
Bankruptcy Court for the Eastern District of Texas, saying the
company's domicile, residence, principal place of business, and
the location of its principal assets are all in the Eastern
District; and venue is not proper in the Northern District of
Texas.


YOSHI'S SF: Crucial Hearings, Status Conference Continued to Jan.
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California
continued until Jan. 15, 2014, at 2:00 p.m., the hearing to
consider: (i) creditor Fillmore Development Commercial, LLC's
motion to dismiss the Chapter 11 case of Yoshi's San Francisco;
(ii) creditor California Bank & Trust's motion for relief from the
automatic stay.

The status conference will also be continued on the same date.

As reported in the Troubled Company Reporter on Feb. 22, 2013,
Fillmore filed the motion to dismiss the case.  On Oct. 29, 2012,
Fillmore filed a lawsuit in state court seeking appointment of a
receiver to take over control of YSF.  YSF has been unable to pay
its debts, including rent, to its tenant-in-common landlord
Fillmore due to financial constraints.

YSF recognized that a receivership would be ultimately
unproductive, because it would be highly disruptive and
potentially lead to loss of the Yoshi's name, as well as the
manager who has been the driving force behind Yoshi's for forty
years.  In addition, it could not address the fundamental problem
that Yoshi's construction left it burdened with a combination of
rent and tenant improvement loans that cannot be satisfied.

As a result of YSF's financial crisis and the costs of defending
the receivership action, Goldcon recommended that the only option
to allow the continued operation of Yoshi's and protect the
interests of all creditors was for creditors of Yoshi's to file an
involuntary bankruptcy petition against YSF.

                    About Yoshi's San Francisco

An involuntary Chapter 11 bankruptcy petition (Bankr. N.D. Calif.
Case No. 12-49432) was filed on Nov. 28, 2012, against Yoshi's San
Francisco, aka Yoshi's San Francisco LLC, an upscale nightclub,
music venue, and Japanese restaurant located in Oakland.  The
alleged creditors are Yoshi's Japanese Restaurant, allegedly owed
$1.28 million; Apex Refrigeration Corp., owed $504; and East Bay
Restaurant Supply Inc., owed $2,707.

Judge Roger L. Efremsky oversees the case, taking over from Judge
M. Elaine Hammond.  Scott H. McNutt, Esq., and Shane J. Moses,
Esq., at McNutt Law Group, represent the Debtor as counsel.  YSF
opened its doors in December 2007.  The project was part of a
partnership involving the City and County of San Francisco and a
real estate developer, Fillmore Development Commercial, LLC.  YSF
is a California limited liability company with two members, both
of which are corporate entities.  The majority member is Yoshi's
Fillmore, LLC, of which Yoshi's Japanese Restaurant in Oakland is
the principal member and manager.  The minority member is Fillmore
Jazz Club, LLC, a group of investors managed by Michael Johnson,
who also manages the developer, FDC.

There is a provision in the YSF operating agreement that requires
unanimous agreement to take certain actions that have a permanent
effect on the company such as the filing of a voluntary Chapter 11
restructuring.  This predictably led to acrimony and gridlock, and
prevented YSF management from taking what it believed were the
those actions necessary in the face of the company's continued
financial situation.

On Oct. 29, 2012, FDC filed a lawsuit in state court seeking
appointment of a receiver to take over control of YSF.  YSF
recognized that this would be ultimately unproductive, because
it would be highly disruptive and potentially lead to loss of the
Yoshi's name, as well as the manager who has been the driving
force behind Yoshi's for 40 years.

YSF determined that the only option to allow the continued
operation of Yoshi's and protect the interests of all creditors
was for creditors of Yoshi's to file an involuntary bankruptcy
petition against YSF.

Fillmore is represented by Sara L. Chenetz, Esq., at Blank Rome
LLP.


* Bankruptcy Among Less Likely Targets in Lateral Hiring Plans
--------------------------------------------------------------
ALM's The American Lawyer's survey of leaders of the Am Law 200,
the nation's largest law firms, finds mild optimism and modest
growth expectations for 2014.  In lateral hiring plans, the
hottest practice is litigation and the hottest city is Washington,
as regulatory rollout boosts lawyer demand.  But fully 85 percent
of respondents worry about underperforming partners, and overall
deequitizations are expected to rise.  The 11 annual Law Firm
Leaders survey is published in the December issue and at
www.americanlawyer.com.

Of the 105 firm leaders who responded to the survey, 70 percent
expect the U.S. economic recovery to continue at the current pace
in 2014, while 23 percent expect it to speed up.  Looking at their
own firms' profits per partner next year, 60 percent forecast
growth of 5 percent or less over 2013; 21 percent expect more than
5 percent growth; 16 percent see flat PPP.  As for billing rates,
85 percent say they will rise 5 percent or less; 13 percent expect
increases of over 5 percent; only 2 percent see no change in
rates.

Asked in which practice areas they expect to add lateral partners
next year, 82 percent named litigation, 70 percent corporate, 58
percent intellectual property and 22 percent real estate.  Much
less likely targets were financial services regulatory, mentioned
by 7 percent of respondents; bankruptcy/restructuring 6 percent;
health care 5 percent; labor and employment 4 percent; and energy
3 percent.  The top five cities in which lateral additions are
expected are Washington, DC, mentioned by 69 percent of leaders;
New York 67 percent; Los Angeles 42 percent; Chicago 33 percent;
and San Francisco 32 percent.

To the question, "How worried are you that partners are not
billing enough hours?," 61 percent said "somewhat" and 24 percent
"very." Sixty-eight percent agreed with the statement that some of
their partners are "staying on too long" before retirement.
Forty-seven percent say their firm has deequitized partners this
year, and 53 percent expect to do so in 2014.

Full survey data are available for purchase in searchable,
sortable Excel format from ALM Legal Intelligence
http://almlegalintel.com/Surveys/LFLeaders

                            About ALM

ALM -- http://www.alm.com-- is a global leader in specialized
business news and information.  Trusted reporting delivered
through innovative technology is the hallmark of ALM's award-
winning media properties, which include Law.com (www.law.com), The
American Lawyer, Corporate Counsel, The National Law Journal and
The New York Law Journal.  Headquartered in New York City with 16
offices worldwide, ALM brands have been serving their markets
since 1843.


* European Union Threatens Action Against Big Three Ratings Firms
-----------------------------------------------------------------
Tom Fairless, writing for The Wall Street Journal, reported that
the European Union's markets watchdog has warned that it may take
"enforcement action" against the big three credit ratings firms
after it found "deficiencies" in the way that they rank sovereign
bonds.

According to the report, the three U.S.-based rating firms have
faced an onslaught of criticism and new regulation in Europe in
recent years after lawmakers criticized the timing of their
decisions to downgrade European sovereigns for aggravating the
region's financial crisis.

In a report published on Dec. 2, the Paris-based European
Securities and Markets Authority, or ESMA, warned of a series of
"actual failings or potential risks" that might compromise the
independence and accuracy of the agencies -- Fitch Ratings,
Moody's Investors Service and Standard & Poor's, the report
related.

It also pointed to failings in the way the agencies handled
confidential information, including disclosure of upcoming rating
actions to third parties, and highlighted "significant and
frequent delays" in the publication of ratings, the report further
related.

"ESMA has not determined whether any of the report's findings
constitute a breach of the credit ratings agency Regulation," the
watchdog said in a statement, the report added.  Further
investigations "could lead to supervisory or enforcement actions,"
it said.


* Illinois Legislative Leaders Try to Sell Tentative Pension Deal
-----------------------------------------------------------------
Tim Jones, writing for Bloomberg News, reported that Illinois
legislative leaders are trying to persuade lawmakers to embrace a
solution for the nation's worst-funded U.S. public pension system
as unions representing hundreds of thousands of workers and
retirees push against the proposal.

According to the report, the holiday weekend of lobbying is the
prelude to the legislature's Dec. 3 return, when lawmakers in the
Democrat-dominated General Assembly will consider the plan
designed to save $160 billion over 30 years and restore stability
to the retirement system. Leaders didn't disclose the measure's
particulars, but labor groups mobilized nonetheless.

"If their new plan is in line with what's been reported from
earlier discussions, then it's an unfair, unconstitutional scheme
that undermines retirement security," We Are One Illinois, a
coalition of unions, said in a statement, the report cited.

Illinois's five pension systems had 40 percent of the assets
needed to cover obligations in fiscal 2011, the lowest ratio among
states, data compiled by Bloomberg show. That has led to repeated
credit downgrades for the lowest-rated U.S. state.

The Nov. 27 proposal, agreed to by Democratic and Republican
leaders, follows months of discussions by a special legislative
panel appointed to develop a compromise, the report noted.


* Lon A. Jenkins Joins Dorsey's Finance & Restructuring Group
-------------------------------------------------------------
International law firm Dorsey & Whitney LLP on Dec. 2 disclosed
that Lon A. Jenkins has joined the Finance & Restructuring Group
in the Firm's Salt Lake City office as Of Counsel.

Mr. Jenkins has 30 years of experience in the areas of commercial
litigation and bankruptcy and chapter 11 reorganizations,
including representation of secured and unsecured creditors,
commercial lenders, financial institutions, debtors, trustees and
creditors' committees in jurisdictions across the country.  He has
expertise in negotiating, structuring and formulating
reorganization plans, the recovery, assembly and distribution of
estate assets, as well as a broad range of creditor
representations in corporate bankruptcies and insolvencies.

Mr. Jenkins also has extensive experience in the areas of pre-
filing or out-of-court workouts and has advised numerous large
creditors in such matters.  He represents various creditor
constituencies in insolvency proceedings, including secured
creditors, unsecured creditors, creditors' committees and
indenture trustees.  In addition, Mr. Jenkins represents
commercial litigation clients, defending against a lender
liability claim, pursuing claims of defrauded investors, as well
as pursuing avoidance actions under the provisions of the
Bankruptcy Code.

Before joining Dorsey, Mr. Jenkins was shareholder of Jones Waldo
PC in Salt Lake City and prior to that worked at the New York law
firm of LeBoeuf, Lamb, Greene & MacRae for 23 years.  He received
his law degree from the University of Utah and a B.A. in
psychology from St. Olaf College.

Commenting on the announcement, Annette Jarvis, Partner and Head
of Dorsey's Salt Lake City office said, "We are very pleased that
Lon has joined Dorsey.  He brings a wealth of bankruptcy,
reorganization and workout experience and tremendous knowledge
regarding all facets of bankruptcy litigation as well as SEC
receiverships.  Lon will be a wonderful addition to the Firm's
strong, multi-office Finance & Restructuring practice.  We
continue to add talent strategically across the Dorsey platform to
better serve our clients around the world."

"I am delighted to be joining Dorsey and its great team of Finance
& Restructuring lawyers," noted Mr. Jenkins.  "I look forward to
serving both my current clients as well as Dorsey's exceptional
client base."

                    About Dorsey & Whitney LLP

Clients have relied on Dorsey since 1912 as a valued business
partner.  With locations across the United States and in Canada,
Europe and the Asia-Pacific region, Dorsey provides an integrated,
proactive approach to its clients' legal and business needs.
Dorsey represents a number of the world's most successful
companies from a wide range of industries, including leaders in
the financial services, life sciences, technology, agribusiness
and energy sectors, as well as major non-profit and government
entities.


* Large Companies With Insolvent Balance Sheets
-----------------------------------------------

                                              Total
                                             Share-      Total
                                   Total   Holders'    Working
                                  Assets     Equity    Capital
  Company          Ticker           ($MM)      ($MM)      ($MM)
  -------          ------         ------   --------    -------
ABSOLUTE SOFTWRE   ALSWF US        129.8      (11.3)     (10.7)
ABSOLUTE SOFTWRE   ABT CN          129.8      (11.3)     (10.7)
ABSOLUTE SOFTWRE   OU1 GR          129.8      (11.3)     (10.7)
ACCELERON PHARMA   XLRN US          48.4      (19.9)       6.2
ACCELERON PHARMA   0A3 GR           48.4      (19.9)       6.2
ADVANCED EMISSIO   ADES US         106.4      (46.1)     (15.3)
ADVANCED EMISSIO   OXQ1 GR         106.4      (46.1)     (15.3)
ADVENT SOFTWARE    AXQ GR          454.9     (133.8)     (83.4)
ADVENT SOFTWARE    ADVS US         454.9     (133.8)     (83.4)
AIR CANADA-CL A    AIDIF US      9,481.0   (3,056.0)     105.0
AIR CANADA-CL A    AC/A CN       9,481.0   (3,056.0)     105.0
AIR CANADA-CL A    ADH GR        9,481.0   (3,056.0)     105.0
AIR CANADA-CL A    ADH TH        9,481.0   (3,056.0)     105.0
AIR CANADA-CL B    ADH1 TH       9,481.0   (3,056.0)     105.0
AIR CANADA-CL B    ADH1 GR       9,481.0   (3,056.0)     105.0
AIR CANADA-CL B    AC/B CN       9,481.0   (3,056.0)     105.0
AIR CANADA-CL B    AIDEF US      9,481.0   (3,056.0)     105.0
AK STEEL HLDG      AK2 GR        3,766.4     (211.8)     394.9
AK STEEL HLDG      AK2 TH        3,766.4     (211.8)     394.9
AK STEEL HLDG      AKS US        3,766.4     (211.8)     394.9
AK STEEL HLDG      AKS* MM       3,766.4     (211.8)     394.9
ALLIANCE HEALTHC   AIQ US          528.2     (131.1)      64.8
AMC NETWORKS-A     AMCX US       2,524.8     (611.9)     790.3
AMC NETWORKS-A     9AC GR        2,524.8     (611.9)     790.3
AMER AXLE & MFG    AXL US        3,008.7     (101.6)     345.2
AMER AXLE & MFG    AYA GR        3,008.7     (101.6)     345.2
AMR CORP           AAMRQ* MM    26,780.0   (7,922.0)     143.0
AMR CORP           AAMRQ US     26,780.0   (7,922.0)     143.0
AMR CORP           ACP GR       26,780.0   (7,922.0)     143.0
AMYLIN PHARMACEU   AMLN US       1,998.7      (42.4)     263.0
ANACOR PHARMACEU   ANAC US          44.9       (7.3)      17.0
ANACOR PHARMACEU   44A TH           44.9       (7.3)      17.0
ANACOR PHARMACEU   44A GR           44.9       (7.3)      17.0
ANGIE'S LIST INC   ANGI US         109.7      (23.0)     (24.2)
ANGIE'S LIST INC   8AL TH          109.7      (23.0)     (24.2)
ANGIE'S LIST INC   8AL GR          109.7      (23.0)     (24.2)
ARRAY BIOPHARMA    ARRY US         152.6      (13.2)      82.3
ARRAY BIOPHARMA    AR2 TH          152.6      (13.2)      82.3
ARRAY BIOPHARMA    AR2 GR          152.6      (13.2)      82.3
AUTOZONE INC       AZO US        6,892.1   (1,687.3)  (1,680.7)
AUTOZONE INC       AZ5 TH        6,892.1   (1,687.3)  (1,680.7)
AUTOZONE INC       AZ5 GR        6,892.1   (1,687.3)  (1,680.7)
BARRACUDA NETWOR   CUDA US         236.2      (90.1)     (66.5)
BARRACUDA NETWOR   7BM GR          236.2      (90.1)     (66.5)
BENEFITFOCUS INC   BNFT US          54.8      (43.9)      (3.6)
BENEFITFOCUS INC   BTF GR           54.8      (43.9)      (3.6)
BERRY PLASTICS G   BERY US       5,045.0     (251.0)     550.0
BERRY PLASTICS G   BP0 GR        5,045.0     (251.0)     550.0
BOSTON PIZZA R-U   BPZZF US        156.7     (108.0)      (4.2)
BOSTON PIZZA R-U   BPF-U CN        156.7     (108.0)      (4.2)
BRP INC/CA-SUB V   DOO CN        1,768.0     (496.6)     (21.8)
BRP INC/CA-SUB V   B15A GR       1,768.0     (496.6)     (21.8)
BRP INC/CA-SUB V   BRPIF US      1,768.0     (496.6)     (21.8)
BURLINGTON STORE   BUI GR        2,594.2     (421.3)     139.7
BURLINGTON STORE   BURL US       2,594.2     (421.3)     139.7
CABLEVISION SY-A   CVC US        7,588.1   (5,565.5)     (14.0)
CABLEVISION SY-A   CVY GR        7,588.1   (5,565.5)     (14.0)
CAESARS ENTERTAI   C08 GR       26,096.4   (1,496.8)     626.7
CAESARS ENTERTAI   CZR US       26,096.4   (1,496.8)     626.7
CAPMARK FINANCIA   CPMK US      20,085.1     (933.1)       -
CC MEDIA-A         CCMO US      15,231.2   (8,370.8)     786.9
CENTENNIAL COMM    CYCL US       1,480.9     (925.9)     (52.1)
CENVEO INC         CVO US        1,186.2     (503.8)     164.1
CHOICE HOTELS      CZH GR          555.7     (484.7)      79.2
CHOICE HOTELS      CHH US          555.7     (484.7)      79.2
CIENA CORP         CIEN TE       1,727.4      (83.2)     763.4
CIENA CORP         CIE1 TH       1,727.4      (83.2)     763.4
CIENA CORP         CIE1 GR       1,727.4      (83.2)     763.4
CIENA CORP         CIEN US       1,727.4      (83.2)     763.4
CINCINNATI BELL    CBB US        2,551.7     (687.2)    (147.2)
COMVERSE INC       CNSI US         844.8       (9.4)      (6.1)
COMVERSE INC       CM1 GR          844.8       (9.4)      (6.1)
DIAMOND RESORTS    D0M GR        1,073.5      (81.3)     682.4
DIAMOND RESORTS    DRII US       1,073.5      (81.3)     682.4
DIRECTV            DTV CI       20,588.0   (6,208.0)    (300.0)
DIRECTV            DIG1 GR      20,588.0   (6,208.0)    (300.0)
DIRECTV            DTV US       20,588.0   (6,208.0)    (300.0)
DOMINO'S PIZZA     EZV GR          468.5   (1,322.2)      76.9
DOMINO'S PIZZA     EZV TH          468.5   (1,322.2)      76.9
DOMINO'S PIZZA     DPZ US          468.5   (1,322.2)      76.9
DUN & BRADSTREET   DNB US        1,849.9   (1,206.3)    (128.9)
DUN & BRADSTREET   DB5 GR        1,849.9   (1,206.3)    (128.9)
DUN & BRADSTREET   DB5 TH        1,849.9   (1,206.3)    (128.9)
DYAX CORP          DYAX US          70.6      (38.8)      41.0
DYAX CORP          DY8 GR           70.6      (38.8)      41.0
EASTMAN KODAK CO   KODN GR       3,815.0   (3,153.0)    (785.0)
EASTMAN KODAK CO   KODK US       3,815.0   (3,153.0)    (785.0)
ENTRAVISION CO-A   EV9 GR          455.7       (5.6)      78.1
ENTRAVISION CO-A   EVC US          455.7       (5.6)      78.1
EVERYWARE GLOBAL   EVRY US         356.6      (53.9)     142.5
FAIRPOINT COMMUN   FRP US        1,592.6     (406.7)      30.0
FERRELLGAS-LP      FGP US        1,356.0      (86.6)     (21.3)
FERRELLGAS-LP      FEG GR        1,356.0      (86.6)     (21.3)
FIFTH & PACIFIC    LIZ GR          846.2     (213.7)     (64.6)
FIFTH & PACIFIC    FNP US          846.2     (213.7)     (64.6)
FOREST OIL CORP    FST US        1,909.3      (63.1)    (148.3)
FOREST OIL CORP    FOL GR        1,909.3      (63.1)    (148.3)
FREESCALE SEMICO   FSL US        3,819.0   (4,526.0)   1,239.0
FREESCALE SEMICO   1FS GR        3,819.0   (4,526.0)   1,239.0
FREESCALE SEMICO   1FS TH        3,819.0   (4,526.0)   1,239.0
GENCORP INC        GCY GR        1,750.4     (142.6)     111.1
GENCORP INC        GY US         1,750.4     (142.6)     111.1
GENCORP INC        GCY TH        1,750.4     (142.6)     111.1
GLG PARTNERS INC   GLG US          400.0     (285.6)     156.9
GLG PARTNERS-UTS   GLG/U US        400.0     (285.6)     156.9
GLOBAL BRASS & C   BRSS US         576.5      (37.0)     286.9
GLOBAL BRASS & C   6GB GR          576.5      (37.0)     286.9
GOLD RESERVE INC   GRZ CN           23.7       (0.1)     (17.3)
GOLD RESERVE INC   GDRZF US         23.7       (0.1)     (17.3)
GRAHAM PACKAGING   GRM US        2,947.5     (520.8)     298.5
HALOZYME THERAPE   HALOZ GR        110.1       (3.5)      63.2
HALOZYME THERAPE   HALO US         110.1       (3.5)      63.2
HCA HOLDINGS INC   2BH TH       28,393.0   (7,044.0)   2,352.0
HCA HOLDINGS INC   2BH GR       28,393.0   (7,044.0)   2,352.0
HCA HOLDINGS INC   HCA US       28,393.0   (7,044.0)   2,352.0
HD SUPPLY HOLDIN   5HD GR        6,587.0     (753.0)   1,281.0
HD SUPPLY HOLDIN   HDS US        6,587.0     (753.0)   1,281.0
HOVNANIAN ENT-A    HO3 GR        1,664.1     (467.2)     950.2
HOVNANIAN ENT-A    HOV US        1,664.1     (467.2)     950.2
HOVNANIAN ENT-B    HOVVB US      1,664.1     (467.2)     950.2
HUGHES TELEMATIC   HUTC US         110.2     (101.6)    (113.8)
HUGHES TELEMATIC   HUTCU US        110.2     (101.6)    (113.8)
IMMUNE PHARMACEU   EPCTSEK EU        1.0      (16.2)      (8.9)
IMMUNE PHARMACEU   IMNP SS           1.0      (16.2)      (8.9)
IMMUNE PHARMACEU   IMNP BY           1.0      (16.2)      (8.9)
IMMUNE PHARMACEU   IMNP TQ           1.0      (16.2)      (8.9)
INFOR US INC       LWSN US       6,202.6     (476.4)    (417.5)
INSYS THERAPEUTI   INSY US          22.2      (63.5)     (70.0)
INSYS THERAPEUTI   NPR1 GR          22.2      (63.5)     (70.0)
IPCS INC           IPCS US         559.2      (33.0)      72.1
ISTA PHARMACEUTI   ISTA US         124.7      (64.8)       2.2
JUST ENERGY GROU   1JE GR        1,533.5     (359.8)    (281.4)
JUST ENERGY GROU   JE US         1,533.5     (359.8)    (281.4)
JUST ENERGY GROU   JE CN         1,533.5     (359.8)    (281.4)
L BRANDS INC       LTD GR        6,072.0     (861.0)     613.0
L BRANDS INC       LTD TH        6,072.0     (861.0)     613.0
L BRANDS INC       LTD US        6,072.0     (861.0)     613.0
LDR HOLDING CORP   LDRH US          78.7       (0.6)       9.6
LEE ENTERPRISES    LEE US          989.0     (102.6)     (11.9)
LORILLARD INC      LO US         3,555.0   (2,042.0)   1,297.0
LORILLARD INC      LLV TH        3,555.0   (2,042.0)   1,297.0
LORILLARD INC      LLV GR        3,555.0   (2,042.0)   1,297.0
MACROGENICS INC    M55 GR           42.2      (10.9)       9.9
MACROGENICS INC    MGNX US          42.2      (10.9)       9.9
MANNKIND CORP      NNF1 GR         287.6     (167.7)    (138.5)
MANNKIND CORP      MNKD US         287.6     (167.7)    (138.5)
MANNKIND CORP      NNF1 TH         287.6     (167.7)    (138.5)
MARRIOTT INTL-A    MAQ GR        6,480.0   (1,409.0)    (776.0)
MARRIOTT INTL-A    MAR US        6,480.0   (1,409.0)    (776.0)
MARRIOTT INTL-A    MAQ TH        6,480.0   (1,409.0)    (776.0)
MARRONE BIO INNO   MBII US          25.6      (47.8)     (12.8)
MDC PARTNERS-A     MDZ/A CN      1,365.7      (40.1)    (211.1)
MDC PARTNERS-A     MD7A GR       1,365.7      (40.1)    (211.1)
MDC PARTNERS-A     MDCA US       1,365.7      (40.1)    (211.1)
MEDIA GENERAL      MEG US          749.9     (217.2)      36.8
MERITOR INC        MTOR US       2,570.0     (822.0)     338.0
MERITOR INC        AID1 GR       2,570.0     (822.0)     338.0
MONEYGRAM INTERN   MGI US        4,923.2     (116.3)      49.2
MORGANS HOTEL GR   M1U GR          580.7     (163.7)       9.9
MORGANS HOTEL GR   MHGC US         580.7     (163.7)       9.9
MPG OFFICE TRUST   MPG US        1,280.0     (437.3)       -
NANOSTRING TECHN   NSTG US          30.5       (2.0)      10.9
NATIONAL CINEMED   XWM GR          982.5     (217.5)     139.1
NATIONAL CINEMED   NCMI US         982.5     (217.5)     139.1
NAVISTAR INTL      IHR GR        8,241.0   (3,933.0)   1,329.0
NAVISTAR INTL      IHR TH        8,241.0   (3,933.0)   1,329.0
NAVISTAR INTL      NAV US        8,241.0   (3,933.0)   1,329.0
NEKTAR THERAPEUT   NKTR US         383.0      (50.3)     127.0
NEKTAR THERAPEUT   ITH GR          383.0      (50.3)     127.0
NORCRAFT COS INC   6NC GR          265.0       (6.1)      47.7
NORCRAFT COS INC   NCFT US         265.0       (6.1)      47.7
NORTHWEST BIO      NWBO US           2.4      (16.2)     (16.3)
NYMOX PHARMACEUT   NY2 TH            1.4       (6.9)      (2.7)
NYMOX PHARMACEUT   NY2 GR            1.4       (6.9)      (2.7)
NYMOX PHARMACEUT   NYMX US           1.4       (6.9)      (2.7)
OCI PARTNERS LP    OCIP US         438.9     (122.9)      72.2
OMEROS CORP        3O8 GR           12.0      (23.9)      (1.6)
OMEROS CORP        OMER US          12.0      (23.9)      (1.6)
OMTHERA PHARMACE   OMTH US          18.3       (8.5)     (12.0)
OPHTHTECH CORP     OPHT US          40.2       (7.3)      34.3
OPHTHTECH CORP     O2T GR           40.2       (7.3)      34.3
PALM INC           PALM US       1,007.2       (6.2)     141.7
PHILIP MORRIS IN   PM1 TE       36,795.0   (5,908.0)      (2.0)
PHILIP MORRIS IN   PM FP        36,795.0   (5,908.0)      (2.0)
PHILIP MORRIS IN   PM US        36,795.0   (5,908.0)      (2.0)
PHILIP MORRIS IN   4I1 TH       36,795.0   (5,908.0)      (2.0)
PHILIP MORRIS IN   PMI SW       36,795.0   (5,908.0)      (2.0)
PHILIP MORRIS IN   PM1EUR EU    36,795.0   (5,908.0)      (2.0)
PHILIP MORRIS IN   PM1CHF EU    36,795.0   (5,908.0)      (2.0)
PHILIP MORRIS IN   4I1 GR       36,795.0   (5,908.0)      (2.0)
PLAYBOY ENTERP-A   PLA/A US        165.8      (54.4)     (16.9)
PLAYBOY ENTERP-B   PLA US          165.8      (54.4)     (16.9)
PLY GEM HOLDINGS   PG6 GR        1,088.3      (37.7)     212.1
PLY GEM HOLDINGS   PGEM US       1,088.3      (37.7)     212.1
PROTALEX INC       PRTX US           2.0       (7.6)      (0.5)
PROTECTION ONE     PONE US         562.9      (61.8)      (7.6)
QUALITY DISTRIBU   QLTY US         465.1      (38.1)      92.3
QUINTILES TRANSN   QTS GR        2,842.0     (712.0)     382.8
QUINTILES TRANSN   Q US          2,842.0     (712.0)     382.8
RE/MAX HOLDINGS    2RM GR          238.1      (23.7)      31.5
RE/MAX HOLDINGS    RMAX US         238.1      (23.7)      31.5
REGAL ENTERTAI-A   RETA GR       2,508.3     (658.5)      54.0
REGAL ENTERTAI-A   RGC US        2,508.3     (658.5)      54.0
RENAISSANCE LEA    RLRN US          57.0      (28.2)     (31.4)
RENTPATH INC       PRM US          208.0      (91.7)       3.6
REVLON INC-A       REV US        1,259.4     (619.8)     192.4
REVLON INC-A       RVL1 GR       1,259.4     (619.8)     192.4
RINGCENTRAL IN-A   3RCA GR          48.5      (20.7)     (22.8)
RINGCENTRAL IN-A   RNG US           48.5      (20.7)     (22.8)
RITE AID CORP      RAD US        7,169.0   (2,317.9)   1,943.6
RITE AID CORP      RTA GR        7,169.0   (2,317.9)   1,943.6
RURAL/METRO CORP   RURL US         303.7      (92.1)      72.4
SALLY BEAUTY HOL   S7V GR        1,925.8     (294.4)     503.5
SALLY BEAUTY HOL   SBH US        1,925.8     (294.4)     503.5
SILVER SPRING NE   9SI TH          513.9      (88.9)      76.3
SILVER SPRING NE   9SI GR          513.9      (88.9)      76.3
SILVER SPRING NE   SSNI US         513.9      (88.9)      76.3
SUNESIS PHARMAC    RYIN TH          50.6       (5.8)      15.3
SUNESIS PHARMAC    RYIN GR          50.6       (5.8)      15.3
SUNESIS PHARMAC    SNSS US          50.6       (5.8)      15.3
SUNGAME CORP       SGMZ US           0.2       (2.0)      (2.0)
SUPERVALU INC      SJ1 GR        4,738.0   (1,031.0)     154.0
SUPERVALU INC      SVU US        4,738.0   (1,031.0)     154.0
SUPERVALU INC      SJ1 TH        4,738.0   (1,031.0)     154.0
TANDEM DIABETES    TNDM US          48.6       (2.8)      13.8
TAUBMAN CENTERS    TU8 GR        3,438.8     (211.5)       -
TAUBMAN CENTERS    TCO US        3,438.8     (211.5)       -
THRESHOLD PHARMA   NZW1 GR         101.0      (17.5)      74.4
THRESHOLD PHARMA   THLD US         101.0      (17.5)      74.4
TOWN SPORTS INTE   T3D GR          408.9      (40.4)      (3.9)
TOWN SPORTS INTE   CLUB US         408.9      (40.4)      (3.9)
TROVAGENE INC-U    TROVU US          9.6       (2.5)       7.1
ULTRA PETROLEUM    UPL US        2,069.0     (376.8)    (243.9)
ULTRA PETROLEUM    UPM GR        2,069.0     (376.8)    (243.9)
UNISYS CORP        UIS1 SW       2,237.7   (1,509.9)     411.6
UNISYS CORP        UISCHF EU     2,237.7   (1,509.9)     411.6
UNISYS CORP        UIS US        2,237.7   (1,509.9)     411.6
UNISYS CORP        UISEUR EU     2,237.7   (1,509.9)     411.6
UNISYS CORP        USY1 GR       2,237.7   (1,509.9)     411.6
UNISYS CORP        USY1 TH       2,237.7   (1,509.9)     411.6
VECTOR GROUP LTD   VGR GR        1,121.0     (192.6)     316.7
VECTOR GROUP LTD   VGR US        1,121.0     (192.6)     316.7
VENOCO INC         VQ US           695.2     (258.7)     (39.2)
VERISIGN INC       VRS TH        2,330.0     (493.8)      97.7
VERISIGN INC       VRS GR        2,330.0     (493.8)      97.7
VERISIGN INC       VRSN US       2,330.0     (493.8)      97.7
VIRGIN MOBILE-A    VM US           307.4     (244.2)    (138.3)
VISKASE COS I      VKSC US         334.7       (3.4)     113.5
WEIGHT WATCHERS    WW6 GR        1,408.2   (1,509.4)     (79.8)
WEIGHT WATCHERS    WTW US        1,408.2   (1,509.4)     (79.8)
WEST CORP          WSTC US       3,480.7     (782.6)     349.0
WEST CORP          WT2 GR        3,480.7     (782.6)     349.0
WESTMORELAND COA   WLB US          939.8     (280.3)       4.1
WESTMORELAND COA   WME GR          939.8     (280.3)       4.1
XERIUM TECHNOLOG   XRM US          600.8      (35.1)     123.8
XOMA CORP          XOMA GR          76.9      (16.9)      46.5
XOMA CORP          XOMA TH          76.9      (16.9)      46.5
XOMA CORP          XOMA US          76.9      (16.9)      46.5




                            *********

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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