TCR_Public/180113.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Saturday, January 13, 2018, Vol. 22, No. 12

                            Headlines

AMERICAN FUEL: May Use Anemoi Cash Collateral on Final Basis
AUTO SUPPLY: Wants to Incur $725K Postpetition Debt, Use Cash
DENTON DOUGH: Permitted to Use Cash Collateral on Final Basis
RMS TITANIC: Posted $635,177 in Ending Cash Balance at Nov. 30

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AMERICAN FUEL: May Use Anemoi Cash Collateral on Final Basis
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Judge Mark X. Mullin of the U.S. Bankruptcy Court for the Northern
District of Texas authorized American Fuel Cell and Coated Fabrics
Company to use the cash collateral of Anemoi Capital, LLC only in a
manner consistent with the terms and conditions of the Final Cash
Collateral Order, and in accordance with the budget attached to the
Final DIP Order.

On Nov. 29, 2017, the Court entered the First Interim Order and on
December 12, 2017 a second interim hearing was held by the Court,
during which time the Court heard evidence that subsequent to the
Interim Hearing Anemoi Capital, LLC purchased all of Fidelity
Bank's rights under the Loan Documents, including all liens,
security interests, and superiority claims arising therefrom or
arising under the First Interim Order.

As of the Petition Date, the Debtor was indebted to Fidelity Bank
pursuant to and under the Loan Documents, in the aggregate
outstanding principal amount of $6,100,000. To secure the
Indebtedness, the Debtor granted to Fidelity Bank a first priority
security interest and lien upon all the collateral under and as
defined in the Loan Documents. The Pre-Petition Collateral consists
of, among other things, all of the Debtor's present and future
accounts, deposit accounts, inventory, equipment, and products and
proceeds of the foregoing.

Anemoi Capital has agreed to the Debtor's use of Cash Collateral
under the terms set forth in the Final Cash Collateral Order.

As adequate protection against any, and solely to the extent of,
diminution in value until the date upon which the Indebtedness is
paid in full, Anemoi Capital is granted:

     (a) continuing valid, binding, enforceable, unavoidable and
fully perfected post-petition replacement liens on and security
interests in all of the Debtor's assets acquired by the Debtor from
and after the Petition Date, in the same nature, extent, priority,
and validity that any such liens asserted by the Lender existed on
the Petition Date;

     (b) superpriority administrative expense claims under and to
the extent set forth in sections 503 and 507(b) of the Bankruptcy
Code against the Debtor's estate, which Superpriority Claims, if
any, will be payable from and have recourse to all assets and
property of the Debtors;

     (c) a single payment of interest calculated at the non-default
rate under the Loan Documents for the post-petition period thru
December 5, 2017, in the amount of $10,438. However, Anemoi Capital
will not request additional interest payments as adequate
protection during the 60-day period beginning December 6, 2017;

     (e) access to the Debtor's books and records and such
financial reports as required under the Loan Documents;

     (f) reasonable access to personnel employed at the Debtor and
non-privileged information as Lender may reasonably request with
respect to the Debtor's business;

     (g) that the Debtor will continue to maintain appropriate
insurance on the Debtor's assets in amounts consistent with
prepetition practices; and

     (h) that the Debtor will continue to maintain appropriate and
necessary licensing with respect to operating its business
consistent with prepetition practices.

A full-text copy of the Final Order is available at:

          http://bankrupt.com/misc/txnb17-44766-68.pdf

                About American Fuel Cell and
                     Coated Fabrics Company

Based in Wichita Falls, Texas, American Fuel Cell and Coated
Fabrics Company http://amfuel.com/-- is engaged in the  
manufacturing of rubber products supplying fuel cells and flexible
liquid storage equipment for the defense and commercial
industries.

In 1917, American Fuel Cells and Coated Fabrics Company, formerly
known as Firestone Tire & Rubber Company, began as a supplier of
fuel cells to the U.S. Signal Corp. for aviation needs.

American Fuel Cell and Coated Fabrics Company filed a Chapter 11
petition (Bankr. N.D. Tex. Case No. 17-44766) on Nov. 26, 2017.
Leonard J. Annaloro, CEO and president, signed the petitions.  The
case is assigned to Judge Mark X. Mullin. The Debtor is represented
by Robert J. Forshey, Esq., and Matthias Kleinsasser, Esq. Forshey
& Prostok LLP.  At the time of filing, the Debtor estimated assets
and estimated liabilities at $1 million to $10 million each.


AUTO SUPPLY: Wants to Incur $725K Postpetition Debt, Use Cash
-------------------------------------------------------------
Auto Supply Company, Inc., seeks authorization from the U.S.
Bankruptcy Court for the Middle District of North Carolina to use
cash collateral and to incur post-petition debt on an interim
basis.

As of the Petition Date, the Debtor was indebted to Wells Fargo
Bank, N.A. in the current aggregate outstanding balance of
approximately $10,106,684 under the Revolving Facility and the Term
Loan ("Credit Agreement").  Wells Fargo is secured by a first
priority security interest in and lien upon all of the Debtor's
assets.

The Debtor has a Distribution Agreement with General Motors LLC to
market and sell AC Delco and General Motors Aftermarket Parts and
products at its Retail Stores. The current outstanding balance owed
under the GM Credit Account is $3,598,647. GM subordinated its debt
to Wells Fargo by written Intercreditor and Subordination
Agreement.

The Debtor has a Warehouse Distributor Sales Agreement with Ford
Motors Company to market and sell Motorcraft and Ford Aftermarket
Parts and products at its Retail Stores. The current outstanding
balance owed under the Ford Credit Account is $3,040,981. Ford
subordinated its debt to Wells Fargo by written Intercreditor and
Subordination Agreement.

The Debtor and Wells Fargo have agreed to enter into a Postpetition
Agreement that modifies the Credit Agreement.

The Postpetition Agreement provides for the Debtor to use Wells
Fargo's cash collateral and to utilize the Line of Credit on a
postpetition basis consistent with an agreed Budget. In addition,
the Debtor is allowed certain overadvances set forth in the Budget
for a given week, not to exceed $725,000 in the aggregate at any
time (or such higher amount as may be agreed by Wells Fargo in its
sole discretion). It also provides for interest to accrue and be
paid at the Default Rate specified in the Credit Agreement of 2%
above the interest rate provided in the Credit Agreement, which was
Daily Three Month LIBOR plus 2.25% or a current interest rate of
5.95%.

The Postpetition Agreement terminates upon specified Termination
Events, including specific Events of Default, a closing on the sale
of substantially all of the Debtor's assets or March 17, 2018.

As adequate protection of its interests, Wells Fargo will be
granted superpriority administrative expense status and
postpetition liens to secure repayment of the postpetition
obligations.  In addition, Wells Fargo will be granted priority
liens and replacement liens in its pre-petition collateral.

Wells Fargo has agreed to a carve-out for professional fees and
costs and other administrative expense claims arising
postpetition.

A full-text copy of the Debtor's Motion is available at:

          http://bankrupt.com/misc/ncmb18-50018-10.pdf

                        About Auto Supply

Founded in 1954, Auto Supply Company, Inc. -- http://www.ascodc.com
-- is a family-owned supplier of OEM and aftermarket automotive
parts, serving the automotive repair professional from three
distribution centers, 15 store locations and seven battery trucks
throughout North Carolina and Western Virginia.  The company's
products include: A/C Parts, Alternators & Starters, Batteries,
Bearings & Seals, Belts & Hoses, Brakes, Caps (Radiator, Gas,
etc.), Catalytic Converters, Chassis Parts, Chemicals, Clutches &
Components, CV Axles, Distributors, Electric Motors, Electronics,
Emissions, Engine Management, Engines & Parts, Filters, Fuel Pumps,
Fuses & Lighting, Gaskets, Heater Parts, Ignition & Wires, Motor
Mounts, Motor Oil, Oxygen Sensors, Power Steering, Radiators,
Shocks & Struts, Spark Plugs, Thermostats, Timing Kits & Parts,
TPMS Sensors, Transmission Fluid, Water Pumps, Wheel Hub
Assemblies, and Wiper Blades.  Auto Supply offers two car care
center programs: ACDelco PSC and Parts Plus Car Care Center.  The
Company is based in Winston Salem, North Carolina.

Auto Supply Company filed a Chapter 11 petition (Bankr. M.D.N.C.
Case No. 18-50018) on Jan. 8, 2018.  Charles A. Key, Jr.,
president, signed the petition.  The case is assigned to Judge Lena
M. James.  The Debtor is represented by Ashley S. Rusher, Esq. at
Blanco Tackabery & Matamoros, P.A.  At the time of filing, the
Debtor had $13.17 million in total assets and $22.04 million in
total liabilities.


DENTON DOUGH: Permitted to Use Cash Collateral on Final Basis
-------------------------------------------------------------
The Hon. Stacey G. Jernigan the U.S. Bankruptcy Court for the
Northern District of Texas entered an agreed final order
authorizing Denton Dough Company to use Cash Collateral, in accord
with the Budget.

Denton Dough and First State Bank have advised the Court that they
have reached a final agreement to allow the Debtor to use cash
collateral pursuant to certain terms and conditions.

As to the subsequent use of cash collateral, the Debtor will apply
the following procedure as to the use of cash collateral for each
succeeding 30 day period:

     (a) The Debtor will file a proposed budget with the Court by
January 25, 2018. The proposed budget will be for the next month's
operational expenses (i.e. February).

     (b) If First State Bank does not timely object to the Monthly
Budget Filing by close of business on January 30, 2018, then the
proposed Monthly Budget Filing will become the budget for the next
calendar month period.   

     (c) If First State Bank timely objects to Monthly Budget
Filing, then cash collateral use will be allowed in accordance with
the prior month's budget until the Court can hear the objection.  

     (d) Each subsequent month, the Monthly Budget Filing will be
submitted seven days prior to the end of the applicable monthly
cycle as set forth above and the deadline for objecting to the
proposed use of cash collateral will be two business days prior to
the end of the applicable monthly cycle.    

All cash received by the Debtor in excess of the expenditures
authorized in the Final Order will be retained in the appropriate
bank account in accord with the procedures set forth in the Final
Cash Management Order.

First State Bank's is granted replacement security liens on and
replacement liens on all of Debtor's personal property including
any and all products and proceeds thereof, whether such property
was acquired before or after the Petition Date. Said Replacement
Liens will maintain the same priority, validity and enforceability
as First State Bank's liens on the respective prepetition
Collateral.   

As additional adequate protection to Bank, the sum of $1,500 on or
before the 15th of January, 2018, and thereafter the sum of
$4,000.00 per month beginning on the 15th of February, 2018, and
continuing thereafter on or before the 15th day of each month
thereafter until modification of the Final Order, confirmation of a
plan, conversion to a chapter 7 case, entry of an order lifting or
modifying the automatic stay, or dismissal to protect against the
diminution in value of Prepetition Collateral.  

The Debtor will (A) provide First State Bank's with an accounting
of the Debtor's business operations; (B) maintain insurance with
respect to all of the collateral for all the purposes and amounts
in accordance with the requirements of the loan documents with
First State Bank; and (C) allow First State Bank to review all
vouchers, invoices, contracts and other writings relating to any
and all disbursements made or obligations incurred by the Debtor
with respect to the maintenance and operation of the business; (ii)
all information regarding claims or suits against the Debtor; and
(iii) any and all other books and records of the Debtor pertaining
to the Debtor’s business or financial affairs.   

A full-text copy of the Final Order is available at:

           http://bankrupt.com/misc/txnb17-34650-27.pdf

Counsel for First State Bank

               Michael Menton, Esq.
               SettlePou
               3333 Lee Parkway, Eight Floor
               Dallas, TX 75219
               Telephone: 214‐520‐3300
               Facsimile: 214‐526‐4145
               E-mail: mmenton@settlepou.com

                   About Denton Dough Company

Founded in 2010, Denton Dough Company is a privately held company
based in Denton, Texas.  The company is equally owned by Martha
Jensen and Monte Jensen. Denton Dough is affiliated with Melkinney,
LLC, which sought bankruptcy protection (Bankr. N.D. Tex. Case No.
17-31859) on May 5, 2017.

Denton Dough Company filed a voluntary Chapter 11 petition (Bankr.
N.D. Tex. Case No. 17-34650) on Dec. 11, 2017.  Martha Jensen,
president, signed the petition.  At the time of filing, the Debtor
estimated $500,000 to $1 million in assets and $1 million to $10
million in liabilities.

Robert Thomas DeMarco, Esq., at DeMarco-Mitchell, PLLC, serves as
counsel to Denton Dough. The case is assigned to Judge Stacey G.
Jernigan.


RMS TITANIC: Posted $635,177 in Ending Cash Balance at Nov. 30
--------------------------------------------------------------
RMS Titanic, Inc., filed with the U.S. Securities and Exchange
Commission its monthly operating report for November 2017.

In its schedule of receipts and disbursements, RMS Titanic had
$610,075 in bank funds at November 1, 2017.  It posted $25,102 in
total receipts and no disbursements for the month.  Thus, at
November 30, RMS Titanic had a $635,177 ending cash balance.

A copy of the monthly operating report is available at the SEC at:

                    https://is.gd/ibtG0o    

                About About RMS Titanic, Inc.

Premier Exhibitions, Inc. (Nasdaq: PRXI), located in Atlanta,
Georgia, is a presenter of museum quality exhibitions throughout
the world.  Premier -- http://www.PremierExhibitions.com/--   
develops and displays unique exhibitions for education and
entertainment including Titanic: The Artifact Exhibition, BODIES.
The Exhibition, Tutankhamun: The Golden King and the Great
Pharaohs, Pompeii The Exhibition, Extreme Dinosaurs and Real
Pirates in partnership with National Geographic. The success of
Premier Exhibitions lies in its ability to produce, manage, and
market exhibitions.

RMS Titanic and seven of its subsidiaries filed voluntary petitions
for reorganization under Chapter 11 of the Bankruptcy Code (Bankr.
M.D. Fla. Lead Case No. 16-02230) on June 14, 2016.  Former Chief
Financial Officer and Chief Operating Officer Michael J. Little
signed the petitions.  The Chapter 11 cases are assigned to Judge
Paul M. Glenn.

The Debtors estimated both assets and liabilities of $10 million to
$50 million.

The Debtors are represented by Daniel F. Blanks, Esq., and Lee D.
Wedekind, III, Esq., at Nelson Mullins Riley & Scarborough LLP.
The Debtors employ Brian A. Wainger, Esq., at Kaleo Legal as
special litigation counsel, outside general counsel, securities
counsel, and conflicts counsel; Robert W. McFarland, Esq., at
McGuireWoods LLP as special litigation counsel; Steven L. Berson,
Esq., at Dentons US LLP and Dentons Canada LLP as outside general
counsel and securities counsel; Oscar N. Pinkas, Esq., at Dentons
LLP as outside general counsel and securities counsel.

The Debtors also employed Ronald L. Glass as Chief Restructuring
Officer and GlassRatner Advisory & Capital Group, LLC, as financial
advisors.

Guy Gebhardt, acting U.S. trustee for Region 21, on Aug. 24, 2016
appointed three creditors to serve on the official committee of
unsecured creditors of RMS Titanic, Inc., and its affiliates.  The
Committee hired Avery Samet, Esq. and Jeffrey Chubak, Esq., at
Storch Amini & Munves PC, and Richard R. Thames, Esq. and Robert A.
Heekin, Jr., Esq., at Thames Markey & Heekin, P.A., as counsel.

The official committee of equity security holders of Premier
Exhibitions Inc. retained Peter J. Gurfein, Esq., at Landau
Gottfried & Berger LLP as counsel; Jacob A. Brown, Esq., and
Katherine C. Fackler, Esq., at Akerman LLP as Co-Counsel; and Teneo
Securities LLC as financial advisor.


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